UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ⌧
Filed by a Party other than the Registrant ◻
Check the appropriate box:
◻	Preliminary Proxy Statement
◻	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
⌧	Definitive Proxy Statement
◻	Definitive Additional Materials
◻	Soliciting Material under §240.14a-12

Transocean Ltd.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
⌧	No fee required.
◻	Fee paid previously with preliminary materials.
◻	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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TO THE OWNERS OF OUR COMPANY:

We will remember 2023 as an inflection point in Transocean’s history, as our customers further demonstrated their confidence in the longevity of this industry upcycle by contracting rigs well in advance of their program commencement dates and committing to longer terms at meaningfully higher dayrates. As a result, throughout the year, we added $3.2 billion in new contracts, providing us with the visibility to future cash flows we require to facilitate the deleveraging of our balance sheet.

When thinking about the various stages to an upcycle in the offshore drilling industry, we typically experience the following:

■ First, UTILIZATION on the active fleet increases. We observed utilization levels begin to increase substantially in the fourth quarter of 2021, as they crossed 90% for the global ultra-deepwater drillship fleet for the first time in six years.

■ Second, DAYRATES rise. Historically, once utilization crosses 85%, dayrates begin to increase. As such, throughout 2022 and 2023, Transocean led the industry in pushing dayrates higher, moving our ultra-deepwater average daily revenue from approximately $306,000 at the beginning of 2022 to $432,000 at the end of 2023. Customers also begin covering the cost of contract-specific upgrades, as well as mobilization and demobilization of our assets to different geographic jurisdictions.

■ Third, contract DURATION lengthens. Average floating rig contract duration increased for the third consecutive year and is now at the highest level since 2014. In fact, the average contract duration for floaters increased by more than 40% from 2022 to 2023.

■ Fourth, customers finance the REACTIVATION of cold-stacked rigs. As the market becomes effectively sold out, we expect to see more cold-stacked floater reactivations. Importantly, Transocean owns eight of the 13 sixth- and seventh-generation cold-stacked drillships and can therefore help govern the pace of capacity additions to the active fleet. Since we will not reactivate an asset unless the initial contract fully covers our costs and provides an acceptable return, we believe that utilization, and therefore dayrates, will remain high for the foreseeable future.

■ Finally, a speculative NEWBUILD cycle occurs. Given the significant capital required for a newbuild and the lengthy anticipated lead times, we do not expect that the industry will initiate a speculative newbuild cycle for the foreseeable future.

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LETTER TO SHAREHOLDERS

In short, we believe that we are in the early stages of a multi-year upcycle, and Transocean is well-prepared and uniquely positioned to benefit from it.

Despite facing numerous operational challenges in 2023, including upgrading and mobilizing six rigs for programs in different geographic regions, operating the first, and only 20,000 psi capable rigs, Deepwater Titan and Deepwater Atlas, and onboarding and training 1,600 new offshore workers, we delivered another year of safe, reliable and efficient operations. Our personal and process safety performance was among our strongest on record, and our operational reliability was the best in the history of Transocean, as we delivered fleetwide uptime performance of 97.6%.

In addition to delivering exceptional operational performance, throughout the year, we continued to manage the composition of our fleet, acquiring full ownership of the newbuild drillship Deepwater Aquila. With the addition of the Aquila to our fleet, we now own and operate eight of only 12 1,400 short-ton hookload drillships in the world, to go along with the only two 1,700 short-ton hookload drillships in the world, the Titan and Atlas, all of which provide us with a unique competitive advantage. We also streamlined and high-graded our fleet with the recent sale of our lower specification fourth-generation harsh environment semisubmersibles Paul B. Loyd, Jr. and Transocean Leader.

Through these transactions, we continued to enhance what was already the highest specification ultra-deepwater and harsh environment floating fleet in the industry. We are proud to say that we further strengthened our competitive advantage by developing and deploying innovative technologies, with an acute focus on automation, that improve our offshore operations.

During 2023, we achieved substantial milestones with the deployment of new automation technologies across the fleet, all of which improve safety, reliability and/or drilling efficiency, including:

■ the use of automated drilling control to drill the first fully-automated hole section of a well on Transocean Encourage in the North Sea,

■ the installation of the third robotic riser bolting system in our fleet onto Deepwater Conqueror, and

■ the completion of the first offshore pilot of our enhanced safety crane anti-sway rotator system on Deepwater Thalassa.

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	LETTER TO SHAREHOLDERS

We also achieved milestones with our emissions reduction initiatives. Indeed, Transocean Norge is the first semisubmersible to receive classification society Det Norske Veritas’ Abate (P+) class notation for best practices in reducing emissions from power generation. Additionally, we are now utilizing an emissions-reducing fuel additive, along with instrumentation to monitor our progress, on eight of our rigs. And, depending on the results, we will pursue opportunities to implement these technologies on the other assets in our fleet.

During the year, we continued to proactively manage our balance sheet. Among a number of transactions consummated throughout the year, we refinanced $1.2 billion of our senior secured notes, raised $525 million secured by Deepwater Titan and another $325 million secured by Deepwater Aquila. These transactions served to provide some near-term relief, and strategically positioned the Company to benefit from the ongoing multi-year upcycle. Now that the fleet is transitioning to newer contracts with higher dayrates and longer terms, the increase in, and predictability of, future cash flows will further support our efforts to improve our capital structure.

As you well know, our priority is to continuously deliver value to our shareholders. As such, our focus remains on operational execution and the efficient conversion of our backlog to revenue and cash, such that we can meet our maturities and scheduled amortization with cash from operations, and ultimately begin to simplify our capital structure and deleverage the balance sheet. Once we sufficiently reduce our leverage, which, given the trajectory of the market, we expect to do over the next two years, we intend to define and communicate our plan to return capital to shareholders.

We are immensely proud of the commitment and hard work exhibited by the entire Transocean team in 2023. The experience, discipline and passion our team brings each day ensures we consistently deliver the best results for our customers and shareholders.

Finally, we extend our sincere gratitude to all our shareholders for your continued trust in, and support of, Transocean.

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LETTER TO SHAREHOLDERS

March 26, 2024

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CONTENTS


P-1	NOTICE TO SHAREHOLDERS
P-3	PROXY STATEMENT SUMMARY
P-8	GOVERNANCE HIGHLIGHTS
P-9	SUSTAINABILITY HIGHLIGHTS
P-11	INVITATION TO 2024 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.
P-17	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
P-18	INFORMATION ABOUT THE MEETING AND VOTING
P-23	AGENDA ITEM 1 APPROVAL OF (A) THE 2023 ANNUAL REPORT, INCLUDING THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2023 AND THE AUDITED STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2023, (B) THE SWISS STATUTORY COMPENSATION REPORT FOR FISCAL YEAR 2023 AND (C) THE SWISS STATUTORY REPORT ON NON-FINANCIAL MATTERS FOR FISCAL YEAR 2023
P-26	AGENDA ITEM 2 DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE MANAGEMENT TEAM FROM LIABILITY FOR ACTIVITIES DURING FISCAL YEAR 2023
P-27	AGENDA ITEM 3 APPROPRIATION OF THE ACCUMULATED LOSSES FOR FISCAL YEAR 2023
P-28	AGENDA ITEM 4 APPROVAL OF SHARES AUTHORIZED FOR ISSUANCE
P-29	AGENDA ITEM 5 REELECTION OF 10 DIRECTORS, EACH FOR A TERM EXTENDING UNTIL COMPLETION OF THE NEXT ANNUAL GENERAL MEETING
P-43	SKILLS & EXPERIENCE MATRIX FOR INDEPENDENT DIRECTORS
P-45	AGENDA ITEM 6 REELECTION OF THE CHAIR OF THE BOARD OF DIRECTORS FOR A TERM EXTENDING UNTIL COMPLETION OF THE NEXT ANNUAL GENERAL MEETING
P-46	AGENDA ITEM 7 REELECTION OF THE MEMBERS OF THE COMPENSATION COMMITTEE, EACH FOR A TERM EXTENDING UNTIL COMPLETION OF THE NEXT ANNUAL GENERAL MEETING
P-47	AGENDA ITEM 8 REELECTION OF THE INDEPENDENT PROXY FOR A TERM EXTENDING UNTIL COMPLETION OF THE NEXT ANNUAL GENERAL MEETING
P-48	AGENDA ITEM 9 APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2024 AND REELECTION OF ERNST & YOUNG LTD, ZURICH, AS THE COMPANY’S AUDITOR FOR A FURTHER ONE-YEAR TERM
P-50	AGENDA ITEM 10 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR FISCAL YEAR 2024
P-52	AGENDA ITEM 11 PROSPECTIVE VOTE ON THE MAXIMUM COMPENSATION OF (A) THE BOARD OF DIRECTORS AND (B) THE EXECUTIVE MANAGEMENT TEAM
P-56	AGENDA ITEM 12 APPROVAL OF (A) REDENOMINATING THE CURRENCY OF THE COMPANY’S SHARE CAPITAL FROM SWISS FRANCS TO U.S. DOLLARS AND (B) REDUCING THE PAR VALUE OF THE COMPANY’S SHARES
P-59	AGENDA ITEM 13 APPROVAL OF (A) AMENDMENT AND RESTATEMENT OF TRANSOCEAN LTD. 2015 LONG-TERM INCENTIVE PLAN AND (B) CAPITAL AUTHORIZATION FOR SHARE-BASED INCENTIVE PLANS
P-68	CORPORATE GOVERNANCE
P-77	BOARD MEETINGS AND COMMITTEES
P-85	2023 DIRECTOR COMPENSATION
P-86	AUDIT COMMITTEE REPORT
P-88	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
P-89	SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
P-90	COMPENSATION DISCUSSION AND ANALYSIS
P-113	COMPENSATION COMMITTEE REPORT
P-114	EXECUTIVE COMPENSATION

Transocean 2024 i Proxy Statement

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P-128	EQUITY COMPENSATION PLAN INFORMATION
P-129	OTHER MATTERS
AP-1	APPENDIX A
AP-1	APPENDIX B
AP-1	APPENDIX C
AN-1	ANNEX A
AN-1	ANNEX B
AN-1	ANNEX C

Transocean 2024 ii Proxy Statement

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NOTICE TO SHAREHOLDERS

The 2024 Annual General Meeting of the shareholders (the “2024 Annual General Meeting”) of Transocean Ltd. (the “Company”) will be held:




WHEN	WHERE
Thursday, May 16, 2024	Parkhotel Zug
6:30 p.m. Swiss time	Industriestrasse 14
	6304 Zug, Switzerland

Information regarding the matters to be acted upon at the meeting is set forth in the attached invitation to the 2024 Annual General Meeting and the proxy statement, which is available at www.deepwater.com by selecting Financial Reports, then Annual and Quarterly Reports in the dropdown menu of the Investors section.

At the 2024 Annual General Meeting, we will ask you to vote on the following items:


AGENDA ITEM	DESCRIPTION	BOARD RECOMMENDATION		FOR MORE INFORMATION, SEE PAGE
1	Approval of (A) the 2023 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2023 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2023, (B) the Swiss Statutory Compensation Report for Fiscal Year 2023 and (C) the Swiss Statutory Report on Non-Financial Matters for Fiscal Year 2023	✓	FOR	P-23
2	Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2023	✓	FOR	P-26
3	Appropriation of the Accumulated Losses for Fiscal Year 2023	✓	FOR	P-27
4	Approval of Shares Authorized for Issuance	✓	FOR	P-28
5	Reelection of 10 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting	✓	FOR	P-29
6	Reelection of the Chair of the Board of Directors for a Term Extending Until Completion of the Next Annual General Meeting	✓	FOR	P-45
7	Reelection of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General Meeting	✓	FOR	P-46
8	Reelection of the Independent Proxy for a Term Extending Until Completion of the Next Annual General Meeting	✓	FOR	P-47
9	Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2024 and Reelection of Ernst & Young Ltd, Zurich, as the Company’s Auditor for a Further One-Year Term	✓	FOR	P-48

Transocean 2024 P-1 Proxy Statement

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NOTICE TO SHAREHOLDERS

10	Advisory Vote to Approve Named Executive Officer Compensation for Fiscal Year 2024	✓	FOR	P-50
11	Prospective Vote on the Maximum Compensation of the (A) Board of Directors and (B) the Executive Management Team	✓	FOR	P-52
12	Approval of (A) Redenominating the Currency of the Company’s Share Capital from Swiss Francs to U.S. Dollars and (B) Reducing the Par Value of the Company’s Shares	✓	FOR	P-56
13	Approval of (A) Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan and (B) Capital Authorization for Share-Based Incentive Plans	✓	FOR	P-59

It is important that your shares be represented and voted at the meeting. If you are a shareholder registered in our share register, you may submit voting instructions electronically over the internet, by telephone or, if you request that the proxy materials be mailed to you, by completing, signing and returning the proxy card enclosed with those materials. If you hold your shares in the name of a bank, broker or other nominee, please follow the instructions provided by your bank, broker or nominee for submitting voting instructions, including whether you may submit voting instructions by mail, telephone or over the internet.

Under rules of the U.S. Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders as of the close of business on March 26, 2024. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. The Notice also provides instructions on how to submit your proxy over the internet, by telephone or via mail. If you receive the Notice, you will not receive a printed copy of the proxy materials unless you request one in the manner set forth in the Notice or as otherwise described in the proxy statement.

A copy of the proxy materials, including a proxy card or voting instruction form, will also be sent to any additional shareholders who are registered in our share register as shareholders with voting rights, or who become beneficial owners through a nominee registered in our share register as a shareholder with voting rights, as of the close of business on April 26, 2024, but who were not registered as of March 22, 2024. The Notice or proxy statement and form of proxy, as appropriate, are first being mailed or sent, as appropriate, to shareholders on or about March 26, 2024.

A note to Swiss and other European investors: Transocean Ltd. is incorporated in Switzerland, has issued registered shares and trades on the New York Stock Exchange (“NYSE”); however, unlike some Swiss incorporated companies, share blocking and re-registration are not requirements for any shares of Transocean Ltd. to be voted at the meeting, and all shares may be traded after the record date.

Thank you in advance for your vote.

Sincerely,

March 26, 2024

Transocean 2024 P-2 Proxy Statement

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PROXY STATEMENT SUMMARY

2024 ANNUAL GENERAL MEETING DETAILS




WHEN	WHERE	RECORD DATE
Thursday, May 16, 2024	Parkhotel Zug	April 26, 2024
6:30 p.m. Swiss time	Industriestrasse 14
	6304 Zug, Switzerland

VOTING INFORMATION



	BY PHONE	BY INTERNET	BY MAIL	BY MOBILE DEVICE

Registered Holders (shares are registered in your own name)	On a touch-tone telephone, call toll-free: +1 (800) 690-6903 24/7, and follow the instructions. You will need the 16-digit control number that is included in the voting instructions form that is sent to you. You will be able to confirm that the telephonic system has properly recorded your votes.	Go to www.proxyvote.com 24/7, and follow the instructions. You will need the 16-digit control number that is included in the voting instructions form that is sent to you. The internet system allows you to confirm that the system has properly recorded your voting instructions.	Complete, date, sign and return your proxy card in the postage-paid envelope. Do not mail the proxy card if you are submitting voting instructions over the internet or by telephone.	Scan the QR code, which can be found on your voting instructions form that is sent to you.


Beneficial Owners (shares are held “in street name” in a stock brokerage account or by a bank, nominee or other holder of record)	On a touch-tone telephone, call toll-free: +1 (800) 690-6903 24/7, and follow the instructions. You will need the 16-digit control number that is included in the voting instructions form that is sent to you. You will be able to confirm that the telephonic system has properly recorded your votes.	Go to www.proxyvote.com 24/7, and follow the instructions. You will need the 16-digit control number that is included in the voting instruction form that is sent to you. The internet system allows you to confirm that the system has properly recorded your voting instructions.	Complete, date, sign and return your voting information form. Do not mail the voting instruction form if you are submitting voting instructions over the internet or by telephone.	Scan the QR code, which can be found on your voting instructions form that is sent to you.

Transocean 2024 P-3 Proxy Statement

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PROXY STATEMENT SUMMARY

YOUR VOTE IS IMPORTANT

Even if you plan to attend the 2024 Annual General Meeting, you are encouraged to submit your voting instructions over the internet, by telephone or by mail as soon as possible prior to the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL GENERAL MEETING TO BE HELD ON MAY 16, 2024

Our proxy statement and 2023 Annual Report are available at www.proxyvote.com or on our website investor.deepwater.com under “Financial Reports ― Annual and Quarterly Reports.” Information contained on or accessible from our website is not incorporated by reference into this proxy statement and should not be considered a part of this report or any other filing that we make with the SEC. Furthermore, references to our website URLs are intended to be inactive textual references only.

Shareholders registered in our share register on the record date have the right to vote their shares at the 2024 Annual General Meeting. Such shareholders may designate proxies to vote their shares by submitting their proxy electronically over the internet, by telephone or, if they request that the proxy materials be mailed to them, by completing, signing and returning the proxy card enclosed with those materials. Please review the voting instructions in the proxy statement for each of these methods.

Shareholders who hold their shares in the name of a bank, broker or other nominee should follow the instructions provided by their bank, broker or nominee for voting their shares, including whether they may submit voting instructions by mail, telephone or over the internet.

References to “Transocean,” the “Company,” “we,” “us” or “our” include Transocean Ltd. together with its subsidiaries and predecessors, unless the context requires otherwise. All dollar figures in this proxy statement are in U.S. dollars unless otherwise denoted.

Transocean 2024 P-4 Proxy Statement

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	PROXY STATEMENT SUMMARY

COMPANY OVERVIEW AND 2023 STRATEGY AND PERFORMANCE

Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. We specialize in technically demanding sectors of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Our drilling fleet is one of the most versatile fleets in the world, consisting of drillships and semisubmersible floaters.

Transocean’s fleet of 36 mobile offshore drilling units consists of 28 ultra-deepwater floaters and eight harsh environment floaters. In addition, as of February 14, 2024, we were constructing one ultra-deepwater drillship. The below graphic shows the global market presence of our operating fleet as of our Fleet Status Report issued on February 14, 2024.

Excludes Paul B. Loyd, Jr. (sold in February 2024) and Deepwater Aquila (ultra-deepwater drillship classified as under construction until it enters service).

With the offshore industry’s largest high-specification floating fleet, and a steadfast focus on incident-free operations and superior well construction, we believe that we are best-positioned to support our customers in the delivery of their operational and business objectives, which will ultimately translate into superior returns for our shareholders.

In 2023, we delivered exceptional operational performance. Importantly, we delivered a total recordable incident rate of 0.23, beating our target of 0.24. We also delivered uptime of 97.6% across our global fleet. We delivered this result with a fleet of floaters that are focused exclusively on ultra-deepwater and harsh environment operations, which present the most challenging operational conditions.

We believe demand for hydrocarbons will continue to play an important role in supplying the world’s energy for the foreseeable future. The ongoing energy expansion will require all sources of energy, including hydrocarbons and renewables, to meet growing global energy demand.

Transocean 2024 P-5 Proxy Statement

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PROXY STATEMENT SUMMARY

NOMINEES TO THE BOARD OF DIRECTORS

As the market leader in offshore drilling, Transocean has attracted the most qualified Board of Directors and leadership team in the industry. The terms of all of our current directors will expire at the 2024 Annual General Meeting, including the term for Edward R. Muller, who has been a member of the Board of Directors since 2008. Mr. Muller is retiring from the Company’s Board of Directors following the 2024 Annual General Meeting in accordance with our Corporate Governance Guidelines. The Company extends its sincere thanks to Mr. Muller for his years of service and many contributions to the Company’s success.

In recent years, we have added new members to our Board of Directors, each of whom contributes to the diversity of experience and background of our Board of Directors. Our newest member, Domenic J. “Nick” Dell’Osso, Jr., President and Chief Executive Officer of Chesapeake Energy Corporation (“Chesapeake”), joined our Board of Directors last year.

Each of our director nominees has a proven record of success and high integrity and is committed to advancing our stakeholders’ interests and enhancing the Company’s sustainability goals and objectives. The diversity of our directors is reflected below.

During 2023, each of our current directors attended 100% of the Board of Directors’ meetings and meetings of committees on which he or she served, except for Mr. Barker, whose attendance at one committee meeting was excused.

Additional information regarding the director nominees for election is provided below and under Agenda Item 5.

Transocean 2024 P-6 Proxy Statement

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	PROXY STATEMENT SUMMARY

						COMMITTEES					OTHER CURRENT PUBLIC COMPANY BOARDS
DIRECTORS FOR ELECTION			AGE	DIRECTOR SINCE	INDEPENDENT	AUDIT	COMPENSATION	FINANCE	CORPORATE GOVERNANCE	HEALTH, SAFETY, ENVIRONMENTAL AND SUSTAINABILITY	OTHER CURRENT PUBLIC COMPANY BOARDS
		Glyn A. Barker Former Vice Chair-U.K., PwC LLP	70	2012	✓						1
		Vanessa C.L. Chang Former Director and Shareholder of EL & EL Investments Ltd.	71	2012	✓						1
		Frederico F. Curado Former President and CEO, Embraer S.A.	62	2013	✓						2
		Chadwick C. Deaton Former Executive Chair and CEO, Baker Hughes Incorporated	71	2012	✓						1
		Domenic J. “Nick” Dell’Osso, Jr. President and Chief Executive Officer, Chesapeake	47	2023	✓						1
		Vincent J. Intrieri Founder and CEO, VDA Capital Management LLC	67	2014	✓						1
		Samuel J. Merksamer Former Managing Director, Icahn Capital LP	43	2013	✓						2
		Frederik W. Mohn Owner and Managing Director, Perestroika AS; former Director and Chair, Songa Offshore SE	47	2018	✓						1
		Margareth Øvrum Former Executive Vice President for Equinor ASA, Development and Production Brazil	65	2021	✓						3
		Jeremy D. Thigpen CEO, Transocean Ltd.	49	2015							0
	MEETINGS IN 2023: BOARD: 4 BOARD AND COMMITTEES: 29					9	4	4	4	4


	Committee Chair			Committee Member			Audit Committee financial expert (SEC and NYSE)			✓	Independent, as determined by the Board of Directors in accordance with applicable rules and regulations

Transocean 2024 P-7 Proxy Statement

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PROXY STATEMENT SUMMARY

GOVERNANCE HIGHLIGHTS

Our Board of Directors believes that strong corporate governance practices promote long-term shareholder interests and strengthen Board and management accountability. The Board continues to monitor evolving governance standards and enhance our governance practices to serve Transocean shareholders. Key features of the Company’s corporate governance program include:

■ Independent Board Chair

■ Highly independent Board

■ Independent Committees

■ Annual director elections

■ One share, one vote – no dual-class stock

■ Shareholder right to call special meetings

■ Shareholder proxy access

■ Annual performance evaluations of the Board of Directors, the Committees and individual directors

■ Retirement age and term limits

■ No poison pill

■ No hedging or pledging Company stock by directors or executives

■ No blank check preferred stock

ACTIVE SHAREHOLDER ENGAGEMENT PROGRAM

As part of our ongoing shareholder engagement program, our Board of Directors and management team are committed to meeting with our shareholders and incorporating their feedback into our decision-making processes. Since our last Annual General Meeting, we invited shareholders representing more than 35% of our outstanding shares to meet with us to discuss key strategic initiatives, as well as recent operational and financial performance; our commitment to environmental sustainability and strong human capital management practices; our approach to board composition; and our executive compensation program. In addition, during 2023, we participated in 15 conferences, as well as direct one-on-one meetings and non-deal road shows with equity analysts. Our Chief Executive Officer, Chief Financial Officer, General Counsel, other executives and Investor Relations team participated in many of these engagements. All feedback received during our engagements is shared directly with the Board of Directors and has helped inform disclosures and policies on governance, compensation, sustainability and information security.

KEY FEATURES OF EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program reflects our commitment to retain and attract highly qualified executives and align our executives’ pay with performance. The elements of our program are designed to motivate our executives to achieve our overall business objectives, create sustainable shareholder value in a cost-effective manner and reward our management team for delivering superior financial, safety and operational performance, each of which is important to the long-term success of the Company. Our executive compensation program

Transocean 2024 P-8 Proxy Statement

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	PROXY STATEMENT SUMMARY

includes features that align the interests of our senior management with those of our shareholders and does not include features that may result in misalignment.

WHAT WE DO

WHAT WE DON’T DO

✓ Conduct an annual review of our compensation strategy, including a review of our compensation-related risk profile

✓ Mandate meaningful share ownership requirements for our executives

✓ Maintain a clawback policy in accordance with SEC and NYSE requirements providing for the recovery of erroneously awarded incentive-based compensation (cash and equity) in the case of an accounting restatement

✓ Base annual and long-term incentive performance on quantitative, formulaic metrics

✓ Maintain compensation plans that are weighted significantly toward variable pay to align our executive compensation with long-term shareholder interests

✓ Allow for outstanding equity to be forfeited for violation of human resource or legal compliance and ethics policies, including the Company’s Code of Integrity

✓ Link long-term incentive compensation to relative performance metrics

✓ Deliver 100% of long-term incentives in equity, at least 50% of which is in performance-based awards

✓ Cap the earning of PSUs at target if the Company’s absolute TSR is less than negative 15%

✓ Cap the overall PSU payouts to prevent unintended windfalls

✓ Retain an independent consultant who reports only to our Compensation Committee (not management)

✓ Maintain double trigger change-in-control provisions

✕ Allow our executives to hedge, sell short or hold derivative instruments tied to our shares (other than derivative instruments issued by us)

✕ Allow our executives or directors to pledge Company shares

✕ Allow unearned performance-based full value awards and/or stock options to be counted towards executive stock ownership requirements

✕ Have pre-arranged individual severance agreements or special change-in-control compensation agreements with any Executive Officers; however, to the extent permitted under Swiss law, our executives are eligible for severance and change-in-control provisions pursuant to our policies, in exchange for covenants that protect the Company

✕ Provide gross-ups for severance payments

✕ Guarantee salary increases, non-performance based bonuses or unrestricted equity compensation

✕ Provide any payments or reimbursements for tax equalization

✕ Pay dividends or dividend equivalents on performance-based equity that has not vested

✕ Offer executive perquisites

SUSTAINABILITY HIGHLIGHTS

During 2023, two key market factors influenced our focus within sustainability: the early stages of a market upcycle and the continued global focus on energy security. This required that we execute our workforce strategy flawlessly so that we could seamlessly grow the business while continuing to deliver the safe, reliable, efficient and responsible service that our customers expect and upon which our industry and global community depend.

Transocean 2024 P-9 Proxy Statement

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PROXY STATEMENT SUMMARY

In addition, we continued to invest in our future – prudently integrating technology and business processes that strengthen our performance and minimize our environmental impact in the long-term. Key highlights from the past year include:

■ We hired approximately 1,600 new offshore workers and reassigned nearly 4,000 existing offshore workers to support growth in our business, and we continued to perform at exceptionally high levels – our offshore crew delivered Company-record uptime performance of 97.6% and excellent safety performance with a Total Recordable Incident Rate (“TRIR”) of 0.23.

■ We published our first Human Rights report to convey how we uphold and respect human rights in our business practices and expect the same of our suppliers.

■ The Deepwater Titan commenced her inaugural contract, a 20,000 psi blowout preventer was installed on the Deepwater Atlas, and we completed the purchase of the Deepwater Aquila; in addition, we completed five additional large-scale rig projects, strengthening our leading position in the offshore drilling industry as the Company with the highest specification fleet.

■ The Transocean Norge became the first semisubmersible to be awarded DNV’s Abate (Power+) notation for best practices in reducing emissions from Power Generation. We launched an Assistant Crane Operator Development Program to train talented and motivated personnel to assume leadership roles in deck operations onboard our rigs.

■ We continued to incorporate sustainability – with a 20% weighting – into our 2023 annual bonus plan, with metrics tied to personal safety and emissions intensity reductions across our global fleet, and we surpassed our target for both measures.

Transocean 2024 P-10 Proxy Statement

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INVITATION TO 2024 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.



WHEN		WHERE
Thursday, May 16, 2024 6:30 p.m. Swiss time		Parkhotel Zug Industriestrasse 14 6304 Zug, Switzerland

AGENDA ITEMS


ITEM	DESCRIPTION	PROPOSAL OF THE BOARD OF DIRECTORS	BOARD RECOMMENDATION
1	Approval of (A) the 2023 Annual Report, Including the Audited Consolidated Financial Statements of Transcoean Ltd. for Fiscal Year 2023 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2023, (B) the Swiss Statutory Compensation Report for Fiscal Year 2023 and (C) the Swiss Statutory Report on Non-Financial Matters for Fiscal Year 2023
1A	Approval of the 2023 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2023 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2023	The Board of Directors proposes that the 2023 Annual Report, including the audited consolidated financial statements of Transocean Ltd. for fiscal year 2023 and the audited statutory financial statements of Transocean Ltd. for fiscal year 2023, be approved.	✓	FOR
1B	Advisory Vote to Approve the Swiss Statutory Compensation Report for Fiscal Year 2023	The Board of Directors proposes that the Company’s Swiss Statutory Compensation Report for the fiscal year ended December 31, 2023, be approved on an advisory basis.	✓	FOR
1C	Advisory Vote to Approve the Swiss Statutory Report on Non-Financial Matters for Fiscal Year 2023	The Board of Directors proposes that the Company’s Swiss Statutory Report on Non-Financial Matters for fiscal year ended December 31, 2023, be approved on an advisory basis.	✓	FOR

2	Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2023	The Board of Directors proposes that the members of the Board of Directors and Messrs. Jeremy D. Thigpen, Mark L. Mey and Keelan I. Adamson, who served as members of our Executive Management Team in 2023, be discharged from liability for activities during fiscal year 2023.	✓	FOR
3	Appropriation of the Accumulated Losses for Fiscal Year 2023	The Board of Directors proposes that the accumulated losses of the Company be carried forward.	✓	FOR

Transocean 2024 P-11 Proxy Statement

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INVITATION TO 2024 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.

APPROPRIATION OF
ACCUMULATED LOSSES

IN CHF
THOUSANDS

Accumulated losses brought forward from previous years

(11,460,538)

Net income for the year

602,331

Accumulated losses to be brought forward

(10,858,207)

Approval of Shares Authorized for Issuance

The Board of Directors proposes that its authority to issue shares using a general capital authorization be approved and any share issuances thereunder be limited to 172,563,171 shares, representing approximately 20% of the Company’s issued shares as of March 8, 2024, for a term expiring on May 29, 2025, the anticipated date of our 2025 Annual General Meeting.

✓

FOR

Reelection of 10 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting

The Board of Directors has nominated the following candidates for reelection to the Board of Directors of the Company, each for a term extending until completion of the next annual general meeting.

✓

FOR

Each Nominee

Reelection of Glyn A. Barker as a director.

Reelection of Vanessa C.L. Chang as a director.

Reelection of Frederico F. Curado as a director.

Reelection of Chadwick C. Deaton as a director.

Reelection of Domenic J. “Nick” Dell’Osso, Jr. as a director.

Reelection of Vincent J. Intrieri as a director.

Reelection of Samuel J. Merksamer as a director.

Reelection of Frederik W. Mohn as a director.

Reelection of Margareth Øvrum as a director.

Reelection of Jeremy D. Thigpen as a director.

Reelection of the Chair of the Board of Directors for a Term Extending Until Completion of the Next Annual General Meeting

The Board of Directors proposes that Chadwick C. Deaton be reelected as the Chair of the Board of Directors for a term extending until completion of the next annual general meeting, subject to his election as a member of the Board of Directors.

✓

FOR

Reelection of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General Meeting

The Board of Directors proposes that the following three candidates be reelected as members of the Compensation Committee, each for a term extending until completion of the next annual general meeting, subject in each case to such candidate’s election as a member of the Board of Directors:

✓

FOR

Each Nominee

Reelection of Glyn A. Barker as a member of the Compensation Committee.

Reelection of Vanessa C.L. Chang as a member of the Compensation Committee.

Reelection of Samuel J. Merksamer as a member of the Compensation Committee.

Transocean 2024 P-12 Proxy Statement

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	INVITATION TO 2024 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.

8	Reelection of the Independent Proxy for a Term Extending Until Completion of the Next Annual General Meeting	The Board of Directors proposes that Schweiger Advokatur / Notariat be reelected to serve as independent proxy at (and until completion of) the 2025 Annual General Meeting and at any extraordinary general meeting of shareholders of the Company that may be held prior to the 2025 Annual General Meeting.	✓	FOR

9	Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2024 and Reelection of Ernst & Young Ltd, Zurich, as the Company’s Auditor for a Further One-Year Term	The Board of Directors proposes that Ernst & Young LLP be appointed as Transocean Ltd.’s independent registered public accounting firm for the fiscal year 2024 and that Ernst & Young Ltd, Zurich, be elected as Transocean Ltd.’s auditor pursuant to the Swiss Code of Obligations (the “Swiss Code”) for a further one-year term, commencing on the day of election at the 2024 Annual General Meeting and terminating on the day of the 2025 Annual General Meeting.	✓	FOR

10	Advisory Vote to Approve Named Executive Officer Compensation for Fiscal Year 2024	Pursuant to Section 14A of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), shareholders are entitled to cast an advisory vote on the Company’s executive compensation program for the Company’s Named Executive Officers. Detailed information regarding the Company’s compensation program for its Named Executive Officers is set forth in the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure in this proxy statement. The Board of Directors believes the Company’s compensation program is designed to reward performance that creates long term value for the Company’s shareholders. The Board of Directors has proposed a resolution that provides shareholders with the opportunity to endorse or not endorse the Company’s Named Executive Officer compensation program as described in the proxy statement for the Company’s 2024 Annual General Meeting.	✓	FOR

11	Prospective Vote on the Maximum Compensation of (A) the Board of Directors and (B) the Executive Management Team
11A	Ratification of the Maximum Aggregate Amount of Compensation of the Board of Directors for the Period Between the 2024 Annual General Meeting and the 2025 Annual General Meeting	The Board of Directors proposes that shareholders ratify an amount of $4,121,000 as the maximum aggregate amount of compensation of the Board of Directors for the period between the 2024 Annual General Meeting and the 2025 Annual General Meeting.	✓	FOR
11B	Ratification of the Maximum Aggregate Amount of Compensation of the Executive Management Team for Fiscal Year 2025	The Board of Directors proposes that shareholders ratify an amount of $26,000,000 as the maximum aggregate amount of compensation of the Executive Management Team for fiscal year 2025.	✓	FOR

Transocean 2024 P-13 Proxy Statement

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INVITATION TO 2024 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.

12	Approval of (A) Redenominating the Currency of the Company’s Share Capital from Swiss Francs to U.S. Dollars and (B) Reducing the Par Value of the Company’s Shares
12A	Approval of Redenominating the Currency of the Company’s Share Capital from Swiss Francs to U.S. Dollars	The Board of Directors proposes that (i) the Company change the currency of its share capital from Swiss francs (CHF) to U.S. dollars (USD), effective as of the beginning of the Company’s current 2024 fiscal year and (ii) the Articles of Association of the Company be amended accordingly.	✓	FOR
12B	Approval of Reducing the Par Value of the Company’s Shares	The Board of Directors proposes (i) to reduce the par value of each fully paid registered share of the Company by CHF 0.01586, from CHF 0.10 to CHF 0.08414 per share, and allocate the aggregate par value reduction amount of CHF 13,684,259.50788 to the Company’s statutory capital reserves from capital contribution, and (ii) that the Articles of Association of the Company be amended accordingly.	✓	FOR
13	Approval of (A) Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan and (B) Capital Authorization for Share-Based Incentive Plans
13A	Approval of Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan	The Board of Directors proposes that shareholders approve the amendment and restatement of the Transocean Ltd. 2015 Long-Term Incentive Plan, as amended and restated effective May 11, 2023 (the “2015 LTIP”). The proposed amendment would increase the number of shares available for issuance under the 2015 LTIP by 22,500,000 shares.	✓	FOR
13B	Approval of Capital Authorization for Share-Based Incentive Plans	The Board of Directors proposes that its authority to issue shares using a capital authorization to satisfy the Company’s equity incentive plans obligations be reapproved, and any share issuances thereunder be limited to 22,500,000 shares, corresponding to approximately 2.61% of the Company’s issued share capital as of March 8, 2023, for a five-year period expiring on May 16, 2029.	✓	FOR

Transocean 2024 P-14 Proxy Statement

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	INVITATION TO 2024 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.

ORGANIZATIONAL MATTERS

A copy of the Notice is being sent to each shareholder registered in Transocean Ltd.’s share register as of the close of business on March 22, 2024. Any additional shareholders who are registered in Transocean Ltd.’s share register as of the close of business on April 26, 2024, will receive after that date a copy of the proxy materials, including a proxy card. Shareholders not registered in Transocean Ltd.’s share register as of April 26, 2024, will not be entitled to vote or grant proxies to vote at the 2024 Annual General Meeting. While no shareholder will be entered in Transocean Ltd.’s share register as a shareholder with voting rights between the close of business on April 26, 2024, and the opening of business on the day following the 2024 Annual General Meeting, share blocking and re-registration are not requirements for any shares of Transocean Ltd. to be voted at the meeting, and all shares may be traded after the record date. Computershare, which maintains Transocean Ltd.’s share register, will continue to register transfers of Transocean Ltd. shares in the share register in its capacity as transfer agent during this period.

Shareholders registered in Transocean Ltd.’s share register as of April 26, 2024, have the right to vote their shares at the 2024 Annual General Meeting, or may grant a proxy to vote on each of the proposals in this invitation and any modification to any agenda item or proposal identified in this invitation or other matter on which voting is permissible under Swiss law and which is properly presented at the 2024 Annual General Meeting for consideration. Such shareholders may designate proxies to vote their shares electronically over the internet, by telephone or, if they request that the proxy materials be mailed to them, by completing, signing and returning the proxy card enclosed with those materials at the 2024 Annual General Meeting.

We urge you to submit your voting instructions electronically over the internet, by telephone or return the proxy card as soon as possible. All electronic voting instructions or proxy cards must be received no later than 11:59 p.m. Eastern Daylight Time on Wednesday, May 15, 2024 (5:59 a.m. Swiss time on Thursday, May 16, 2024), unless extended by the Company.

If you have timely submitted electronic voting instructions, telephone instructions or a properly executed proxy card, your shares will be voted by the independent proxy in accordance with your instructions. Holders of shares who have timely submitted their proxy, but have not specifically indicated how to vote their shares, will be deemed to have instructed the independent proxy to vote in accordance with the recommendations of the Board of Directors with regard to the items listed in the notice of meeting. If any modifications to agenda items or proposals identified in this invitation or other matters on which voting is permissible under Swiss law are properly presented at the 2024 Annual General Meeting for consideration, you will be deemed to have instructed the independent proxy, in the absence of other specific instructions, to vote in accordance with the recommendations of the Board of Directors.

As of the date of this proxy statement, the Board of Directors is not aware of any such modifications or other matters proposed to come before the 2024 Annual General Meeting.

Shareholders may grant proxies to any third party. Such third party need not be a shareholder.

Information concerning the 2024 Annual General Meeting can be obtained by contacting:

Transocean 2024 P-15 Proxy Statement

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INVITATION TO 2024 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.

TELEPHONE
NUMBER

+41 (41) 749-0500

TELEPHONE
NUMBER

+1 (713) 232-7500

ANNUAL REPORT, CONSOLIDATED FINANCIAL STATEMENTS, STATUTORY FINANCIAL STATEMENTS

A copy of the 2023 Annual Report (including the consolidated financial statements for fiscal year 2023, the statutory financial statements of Transocean Ltd. for fiscal year 2023 and the audit reports on such consolidated and statutory financial statements), the 2023 Swiss Statutory Report on Non-Financial Matters and the 2023 Swiss Statutory Compensation Report is available electronically on our website at www.deepwater.com.

Copies of these materials may be obtained without charge by contacting:


	On behalf of the Board of Directors,

	CHADWICK C. DEATON Chair of the Board of Directors

Steinhausen, Switzerland

March 26, 2024

Transocean 2024 P-16 Proxy Statement

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

YOUR VOTE IS IMPORTANT

You may designate a proxy to vote your shares by submitting your voting instructions electronically over the internet, by calling the toll-free number or, if you requested a printed copy of the proxy materials, by completing, signing and returning by mail the proxy card you will receive in response to your request. Please review the instructions in the Notice of Internet Availability of Proxy Materials and the proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL GENERAL MEETING TO BE HELD ON MAY 16, 2024

Transocean 2024 P-17 Proxy Statement

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PROXY STATEMENT



WHEN	WHERE	RECORD DATE
Thursday, May 16, 2024 6:30 p.m. Swiss time	Parkhotel Zug Industriestrasse 14 6304 Zug, Switzerland	April 26, 2024

INFORMATION ABOUT THE MEETING AND VOTING

This proxy statement is furnished in connection with the solicitation of proxies by Transocean Ltd., on behalf of the Board of Directors, to be voted at our 2024 Annual General Meeting to be held on May 16, 2024, at 6:30 p.m. Swiss time, at the Parkhotel Zug, Industriestrasse 14, 6304 Zug, Switzerland. The Notice or proxy statement and form of proxy, as appropriate, are first being mailed to shareholders on or about March 26, 2024.

RECORD DATE

Only shareholders of record on April 26, 2024, are entitled to notice of and to grant proxies to vote at, the 2024 Annual General Meeting. No shareholder will be entered in Transocean Ltd.’s share register with voting rights between the close of business on April 26, 2024, and the opening of business on the day following the 2024 Annual General Meeting.

While no shareholder will be entered in Transocean Ltd.’s share register as a shareholder with voting rights between the close of business on April 26, 2024, and the opening of business on the day following the 2024 Annual General Meeting, share blocking and re-registration are not requirements for any shares of Transocean Ltd. to be voted at the meeting, and all shares may be traded after the record date. Computershare, which maintains Transocean Ltd.’s share register, will continue to register transfers of Transocean Ltd. shares in the share register in its capacity as transfer agent during this period.

QUORUM

Our Articles of Association provide that the presence of shareholders, in person or by proxy, holding at least a majority of all the shares entitled to vote at the time the meeting proceeds to business constitutes a quorum for purposes of convening the 2024 Annual General Meeting and voting on all of the matters described in the notice of meeting. Abstentions and “broker non-votes” will be counted as present for purposes of determining whether the relevant quorums at the meeting are satisfied, so long as the broker has discretion to vote the shares on at least one matter before the 2024 Annual General Meeting.

Transocean 2024 P-18 Proxy Statement

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	PROXY STATEMENT \| INFORMATION ABOUT THE MEETING AND VOTING

VOTES REQUIRED

The following table sets forth the applicable vote standard required to pass each enumerated agenda item:

AGENDA ITEM	DESCRIPTION	RELATIVE MAJORITY⁽¹⁾		TWO-THIRDS MAJORITY	PLURALITY OF VOTES
1	Approval of (A) the 2023 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2023, and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2023, (B) the Swiss Statutory Compensation Report for Fiscal Year 2023⁽⁶⁾ and (C) the Non-Financial Matters Report for Fiscal Year 2023⁽⁶⁾		✓
2	Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2023		✓⁽²⁾
3	Appropriation of the Accumulated Losses for Fiscal Year 2023		✓
4	Approval of Shares Authorized for Issuance			✓⁽³⁾
5	Reelection of 10 Directors					✓⁽⁴⁾⁽⁵⁾
6	Reelection of the Chair of the Board of Directors					✓⁽⁴⁾
7	Reelection of the Members of the Compensation Committee					✓⁽⁴⁾
8	Reelection of the Independent Proxy		✓
9	Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2024 and Reelection of Ernst & Young Ltd, Zurich, as the Company’s Auditor for a Further One-Year Term		✓
10	Advisory Vote to Approve Named Executive Officer Compensation for Fiscal Year 2024		✓⁽⁶⁾
11	Prospective Vote on the Maximum Compensation of the (A) Board of Directors and (B) the Executive Management Team		✓
12A	Change of the Currency of the Company’s Share Capital from Swiss Francs to U.S. Dollars			✓⁽³⁾
12B	Reduction of Par Value of Shares		✓
13A	Approval of Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan		✓
13B	Approval of Capital Authorization for Share-Based Incentive Plans			✓⁽³⁾

Transocean 2024 P-19 Proxy Statement

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PROXY STATEMENT \| INFORMATION ABOUT THE MEETING AND VOTING

(1) Affirmative vote of a simple majority of the votes cast at the 2024 Annual General Meeting on the applicable agenda item. Abstentions, broker non-votes (if any) or blank or invalid ballots are not counted for such purposes and have no impact on the approval of such agenda item.

(2) Affirmative vote of a simple majority of the votes cast at the 2024 Annual General Meeting on the applicable agenda item. Shares held by members of the Board of Directors and members of the Company’s Executive Management Team are not entitled to vote on this matter and are not counted for this agenda item. Abstentions, broker non-votes (if any) or blank or invalid ballots are not counted for such purposes and have no impact on the approval of such agenda item.

(3) The affirmative vote of at least two-thirds of the shares represented at the 2024 Annual General Meeting and entitled to vote on that agenda item. An abstention, blank or invalid ballot will have the effect of a vote “AGAINST” this proposal.

(4) Affirmative vote of a plurality of the votes cast at the 2024 Annual General Meeting. The plurality requirement means that the nominee who receives the largest number of votes for a position as a director, or the Chair or a position on the Compensation Committee, as applicable, is elected to that position. Only votes “FOR” are counted in determining whether a plurality has been cast in favor of a nominee. Abstentions, broker non-votes, blank or invalid ballots are not counted for such purposes and shall have no impact on the election of such nominees. As described later in this proxy statement, our Corporate Governance Guidelines set forth our procedures if a nominee for director is elected but does not receive more votes cast “FOR” than “AGAINST” the nominee’s election.

(5) Even if a nominee receives a plurality of votes that nominee may not ultimately serve as a director if the nominee does not receive more votes cast “FOR” than “AGAINST” the nominee’s election, and the Company’s Board of Directors accepts the resignation of the nominee pursuant to the Company’s majority vote policy, as described later in this proxy statement.

(6) The proposal is an advisory vote; as such, the vote is not binding on the Company.

OUTSTANDING SHARES

As of March 8, 2024, there were 819,579,665 Transocean Ltd. shares deemed to be outstanding, which exclude 43,236,193 shares held by our subsidiary as of such date. Only registered holders of our shares on April 26, 2024, the record date established for the 2024 Annual General Meeting, are entitled to notice of and to vote at the meeting. Holders of shares on the record date are entitled to one vote for each share held.

VOTING PROCEDURES

A copy of the Notice of Internet Availability of Proxy Materials is being sent to each shareholder registered in Transocean Ltd.’s share register as of the close of business on March 22, 2024. Any additional shareholders who are registered in Transocean Ltd.’s share register as of the close of business on April 26, 2024, but who were not registered in the share register as of March 22, 2024, will receive a copy of the proxy materials, including a proxy card, as soon as practicable after April 26, 2024. Shareholders not registered in Transocean Ltd.’s share register as of April 26, 2024, will not be entitled to vote or grant proxies to vote at the 2023 Annual General Meeting.

If you are registered as a shareholder in Transocean Ltd.’s share register as of April 26, 2024, or if you hold shares of Transocean Ltd. in “street name” as of such date, you may grant a proxy to vote on each of the proposals and any modification to any of the proposals or other matter on which voting is permissible under Swiss law and which is properly presented at the meeting for consideration in one of the following ways:


	BY INTERNET
	Go to www.proxyvote.com 24 hours a day, seven days a week, and follow the instructions. You will need the 16-digit control number that is included in the Notice, proxy card or voting instructions form that is sent to you. The internet system allows you to confirm that the system has properly recorded your voting instructions. This method of submitting voting instructions will be available up until 11:59 p.m. Eastern Daylight Time on Wednesday, May 15, 2024 (5:59 a.m. Swiss time on Thursday, May 16, 2024) unless extended by the Company.

	BY TELEPHONE
	On a touch-tone telephone, call toll-free +1 (800) 690-6903, 24 hours a day, seven days a week, and follow the instructions. You will need the 16-digit control number that is included in the Notice, proxy

Transocean 2024 P-20 Proxy Statement

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	PROXY STATEMENT \| INFORMATION ABOUT THE MEETING AND VOTING

	card or voting instructions form that is sent to you. As with the internet system, you will be able to confirm that the telephonic system has properly recorded your votes. This method of submitting voting instructions will be available up until 11:59 p.m. Eastern Daylight Time on Wednesday, May 15, 2024 (5:59 a.m. Swiss time on Thursday, May 16, 2024) unless extended by the Company. If you are a holder of record, you cannot vote by telephone.

	BY MAIL
	Mark, date and sign your proxy card exactly as your name appears on the card and return it by mail to:


	Transocean 2024 AGM Vote Processing		Transocean 2024 AGM Vote Processing
		c/o Broadridge		c/o Schweiger Advokatur / Notariat
		51 Mercedes Way	or	Dammstrasse 19
		Edgewood, NY 11717		6300 Zug
		USA		Switzerland

All proxy cards must be received no later than 11:59 p.m. Eastern Daylight Time on Wednesday, May 15, 2024 (5:59 a.m. Swiss time on Thursday, May 16, 2024), unless extended by the Company. Do not mail the proxy card or voting instruction form if you are submitting voting instructions over the internet or by telephone.

YOUR VOTE IS IMPORTANT.

We encourage you to submit your voting instructions over the internet, by telephone, or by mail prior to the meeting.

If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee for voting your shares, including whether you may submit voting instructions by mail, telephone or over the internet.

Many of our shareholders hold their shares in more than one account and may receive more than one Notice. To ensure that all of your shares are represented at the 2024 Annual General Meeting, please submit your voting instructions for each account.

Under NYSE rules, brokers who hold shares in street name for customers, such that the shares are registered on the books of the Company as being held by the brokers, have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners, but are precluded from exercising their voting discretion with respect to proposals for “non-routine” matters. Proxies submitted by brokers without instructions from customers for these non-routine or contested matters are referred to as “broker non-votes.” The following matters are non-routine matters under NYSE rules:


AGENDA ITEM		DESCRIPTION
1B		Advisory Vote to Approve Swiss Statutory Compensation Report for Fiscal Year 2023
2		Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2023
5		Reelection of 10 Directors
6		Reelection of the Chair of the Board of Directors
7		Reelection of the Members of the Compensation Committee

Transocean 2024 P-21 Proxy Statement

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PROXY STATEMENT \| INFORMATION ABOUT THE MEETING AND VOTING

10		Advisory Vote to Approve Named Executive Officer Compensation
11A		Ratification of the Maximum Aggregate Amount of Compensation of the Board of Directors for the Period Between the 2024 Annual General Meeting and the 2025 Annual General Meeting
11B		Ratification of the Maximum Aggregate Amount of Compensation of the Executive Management Team for Fiscal Year 2025
12A		Redenominating the Currency of the Company’s Share Capital from Swiss Francs to U.S. Dollars
13A		Approval of Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan
13B		Approval of Capital Authorization for Share-Based Incentive Plans

If you hold your shares in “street name,” your broker will not be able to vote your shares on the agenda items set forth above and may not be able to vote your shares on other matters at the 2024 Annual General Meeting unless the broker receives appropriate instructions from you. We recommend that you contact your broker to exercise your right to vote your shares.

If you have timely submitted electronic or telephonic voting instructions or a properly executed proxy card, your shares will be voted by the independent proxy according to your instructions. Holders of shares who have timely submitted their proxy but have not specifically indicated how to vote their shares will be deemed to have instructed the independent proxy to vote in accordance with the recommendations of the Board of Directors with regard to the items listed in the notice of meeting.

If any modifications to agenda items or proposals identified in this invitation or other matters on which voting is permissible under Swiss law are properly presented at the 2024 Annual General Meeting for consideration, you will be deemed to have instructed the independent proxy, in the absence of other specific instructions, to vote in accordance with the recommendations of the Board of Directors.

As of the date of this proxy statement, the Board of Directors is not aware of any such modifications or other matters to come before the 2024 Annual General Meeting.

You may revoke your proxy card at any time prior to its exercise by taking one of the following actions:

■ submitting a properly completed and executed proxy card with a later date and timely delivering it either directly to the independent proxy or to Vote Processing, c/o Broadridge at the addresses indicated below; or

■ giving written notice of the revocation prior to the meeting to:


Transocean 2024 AGM Vote Processing		Transocean 2024 AGM Vote Processing
	c/o Broadridge		c/o Schweiger Advokatur / Notariat
	51 Mercedes Way	or	Dammstrasse 19
	Edgewood, NY 11717		6300 Zug
	USA		Switzerland

If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee in revoking your previously granted proxy.

Transocean 2024 P-22 Proxy Statement

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AGENDA ITEM 1

Approval of (A) the 2023 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2023 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2023, (B) the Swiss Statutory Compensation Report for Fiscal Year 2023 and (C) the Swiss Statutory Report on Non-Financial Matters for Fiscal Year 2023


1A	Approval of the 2023 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2023, and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2023

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that the 2023 Annual Report, including the audited consolidated financial statements of Transocean Ltd. for fiscal year 2023 and the audited statutory financial statements of Transocean Ltd. for fiscal year 2023, be approved.

EXPLANATION

The audited consolidated financial statements of Transocean Ltd. for fiscal year 2023 and the audited Swiss statutory financial statements of Transocean Ltd. for fiscal year 2023 are contained in the 2023 Annual Report, which, along with this proxy statement, are available at www.deepwater.com by selecting Financial Reports, then Annual and Quarterly Reports in the Investors section dropdown.

The 2023 Annual Report also contains information on the Company’s business activities, the Company’s business and financial situation, and the reports of Ernst & Young Ltd, Zurich, the Company’s auditors pursuant to the Swiss Code, on the Company’s consolidated financial statements for fiscal year 2023 and statutory financial statements for fiscal year 2023. In its reports, Ernst & Young Ltd recommended without qualification that the Company’s consolidated financial statements and statutory financial statements for the year ended December 31, 2023, be approved. Ernst & Young Ltd expresses its opinion that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Transocean Ltd. and its subsidiaries as of December 31, 2023 and 2022, and the consolidated results of operations and cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States (“GAAP”) and comply with Swiss law. Ernst & Young Ltd further expresses its opinion and confirms that the statutory financial statements for fiscal year 2023 comply with Swiss law and the Articles of Association of the Company.

Under Swiss law, the annual report, the consolidated financial statements and Swiss statutory financial statements must be submitted to shareholders for approval at each annual general meeting.

If the shareholders do not approve this proposal, the Board of Directors may call an extraordinary general meeting of shareholders for reconsideration of this proposal by shareholders.

Transocean 2024 P-23 Proxy Statement

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AGENDA ITEM 1

RECOMMENDATION

The Board of Directors recommends that you vote FOR this Agenda Item 1A.


1B	Advisory Vote to Approve Swiss Statutory Compensation Report for Fiscal Year 2023

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that the Company’s Swiss Statutory Compensation Report for the fiscal year ended December 31, 2023, be approved on an advisory basis.

EXPLANATION

The Swiss Code requires that we prepare each year a separate Swiss Statutory Compensation Report. The current Swiss Statutory Compensation Report sets forth, for the fiscal years ended December 31, 2023, and 2022, the aggregate compensation of the members of the Board of Directors and the members of the Company’s Executive Management Team. Swiss law further requires us to submit our Swiss Statutory Compensation Report annually to shareholders for approval on an advisory basis.

With regard to the compensation of our Executive Management Team, we note that at our annual general meeting held on May 11, 2023, shareholders ratified, with a 98.7% approval, the fiscal year 2024 maximum aggregate compensation amount for our Executive Management Team in the aggregate amount of $26 million. Shareholders also ratified at that meeting, with a 98.9% approval, the maximum aggregate compensation amount for the Board of Directors (for the period between the 2023 Annual General Meeting and the 2024 Annual General Meeting) in the aggregate amount of $4.121 million.

Our 2023 Swiss Statutory Compensation Report accompanies this proxy statement and is part of our Annual Report.

RECOMMENDATION

The Board of Directors recommends that you vote FOR this Agenda Item 1B.


1C	Advisory Vote to Approve Swiss Statutory Report on Non-Financial Matters for Fiscal Year 2023

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that the Company’s Swiss Statutory Report on Non-Financial Matters for the fiscal year ended December 31, 2023, be approved on an advisory basis.

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	AGENDA ITEM 1

EXPLANATION

In accordance with recent amendments to the Swiss Code, companies organized in Switzerland that have equity securities listed on a securities exchange and exceed, on a consolidated basis, certain workforce and financial thresholds are now required to prepare a report on non-financial matters and submit the report to a vote of shareholders at each annual general meeting. The Company meets such thresholds, and accordingly, shareholders are being asked to approve at the 2024 Annual General Meeting our Swiss Statutory Report on Non-Financial Matters for the fiscal year 2023. The shareholder vote on this report is advisory. As required by the Swiss Code, the report addresses certain environmental, social, employee-related, human rights and anti-corruption topics.

Our Swiss Statutory Report on Non-Financial Matters for the fiscal year 2023 is included in Appendix B.

RECOMMENDATION

The Board of Directors recommends that you vote FOR this Agenda Item 1C.

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AGENDA ITEM 2

Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2023

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that the members of the Board of Directors and Messrs. Jeremy D. Thigpen, Mark L. Mey, and Keelan I. Adamson, who served as members of our Executive Management Team in 2023, be discharged from liability for activities during fiscal year 2023.

EXPLANATION

As is customary for Swiss corporations and in accordance with Article 698, subsection 2, item 5 of the Swiss Code, shareholders are requested to discharge the members of the Board of Directors and our Executive Management Team from liability for their activities during the past fiscal year.

Discharge pursuant to the proposed resolution is only effective with respect to facts that have been disclosed to shareholders (including through any publicly available information, whether or not included in our filings with the SEC) and only binds shareholders who either voted in favor of the proposal or who subsequently acquired shares with knowledge that the shareholders have approved this proposal. In addition, shareholders who vote against this proposal, abstain from voting on this proposal, do not vote on this proposal, or acquire their shares without knowledge of the approval of this proposal, may bring, as a plaintiff, any claims in a shareholder derivative suit within 12 months after the approval of the proposal. After the expiration of the 12-month period, such shareholders will generally no longer have the right to bring, as a plaintiff, claims in shareholder derivative suits against members of the Board of Directors or Executive Management Team with respect to activities during fiscal year 2023.

RECOMMENDATION

The Board of Directors recommends a vote FOR this Agenda Item 2.

Transocean 2024 P-26 Proxy Statement

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AGENDA ITEM 3

Appropriation of the Accumulated Losses for Fiscal Year 2023

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that the accumulated losses of the Company be carried forward.


APPROPRIATION OF ACCUMULATED LOSSES			IN CHF THOUSANDS
Accumulated losses brought forward from previous years			(11,460,538)
Net income for the year			602,331
Accumulated losses to be brought forward			(10,858,207)

EXPLANATION

Under Swiss law, the appropriation of available earnings or accumulated losses, as the case may be, as set forth in the Swiss statutory financial statements must be submitted to shareholders for approval at each annual general meeting. The accumulated losses subject to the vote of the Company’s shareholders at the 2024 Annual General Meeting is the accumulated losses of Transocean Ltd., on a standalone basis.

RECOMMENDATION

The Board of Directors recommends a vote FOR this Agenda Item 3.

Transocean 2024 P-27 Proxy Statement

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AGENDA ITEM 4

Approval of Shares Authorized for Issuance

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that its authority to issue shares using general capital authorization be approved, and any share issuances thereunder be limited to 172,563,171 shares, representing approximately 20% of the Company’s issued shares as of March 8, 2024, for a term expiring on May 29, 2025, the anticipated date of our 2025 Annual General Meeting.

The proposed amendments to our Articles of Association reflecting this authorization would replace the authorization to issue shares using authorized share capital that was approved by shareholders at our 2023 Annual General Meeting.

The Board of Directors believes that providing the flexibility to issue shares quickly and opportunistically is a strategic benefit to the Company and that the proposal would more closely align the Company’s ability to issue shares with that of its peers.

The proposed amendments to the Articles of Association in respect of this Agenda Item 4 are included in Annex A.

EXPLANATION

At our 2023 Annual General Meeting, shareholders authorized us to issue, for a one-year period, up to 159,449,067 shares, representing approximately 20% of our share capital as of March 16, 2023, for general purposes. This current authorization will expire on May 11, 2024.

As of March 8, 2024, the issued share capital of the Company consisted of 862,815,858 shares. Upon approval of the current proposal, we would be authorized to issue for general purposes up to 172,563,171 shares, or approximately 20% of our share capital as of March 8, 2024, for a term expiring on May 29, 2025, the anticipated date of our 2025 Annual General Meeting. The proposed amendments to Article 5, part A of our Articles of Association reflecting this authorization would replace the authorization approved by shareholders at our 2023 Annual General Meeting. Under the proposed capital authorization, our Board of Directors would have authority to exclude preemptive rights in connection with an issuance of shares, as provided in our Articles of Association.

The Board of Directors believes it is advisable for our shareholders to authorize the Board of Directors to issue shares using general authorized capital within the limits of NYSE rules, our Articles of Association and the Swiss Code. If this proposal is approved, we would nevertheless seek shareholder approval for the share issuances pursuant to this authorization to the extent required under NYSE rules. Under current NYSE rules, shareholder approval is generally required, with certain enumerated exceptions, to issue shares or securities convertible into or exercisable for shares in one or a series of related transactions if such shares represent 20% or more of the voting power or outstanding shares of the Company at or upon issuance. NYSE rules also require shareholder approval for an issuance of shares that would result in a change of control of the Company, as well as for share issuances in connection with certain benefit plans or certain related party transactions.

RECOMMENDATION

The Board of Directors recommends a vote FOR this Agenda Item 4.

Transocean 2023 P-28 Proxy Statement

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AGENDA ITEM 5

Reelection of 10 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting

NOMINATIONS OF THE BOARD OF DIRECTORS

The Board of Directors has nominated the following candidates for reelection to the Board of Directors of the Company, each for a term extending until completion of the next annual general meeting.


Glyn A. Barker			Vincent J. Intrieri
Vanessa C.L. Chang			Samuel J. Merksamer
Frederico F. Curado			Frederik W. Mohn
Chadwick C. Deaton			Margareth Øvrum
Domenic J. “Nick” Dell’Osso, Jr.			Jeremy D. Thigpen

Director Nomination Process

The Board of Directors has designated the Corporate Governance Committee as the committee authorized to consider and recommend nominees for the Board of Directors. The Board of Directors believes that all members of the Corporate Governance Committee meet the applicable NYSE independence requirements.

Our Corporate Governance Guidelines provide that the Corporate Governance Committee should periodically assess the needs of the Company and the Board of Directors, so as to recommend candidates who will advance our goals. In making that assessment, the Corporate Governance Committee has determined that a recommended nominee must have the following minimum qualifications:

■ High professional and personal ethics and values

■ A record of professional accomplishment in his/her chosen field

■ Relevant expertise and experience

■ A reputation, both personal and professional, consistent with our FIRST Shared Values

In addition to these minimum qualifications, the Corporate Governance Committee considers other qualities in nominees that may be desirable. In particular, the Board of Directors is committed to having a majority of independent directors and, accordingly, the Corporate Governance Committee evaluates the independence status of any potential director. The Corporate Governance Committee evaluates whether or not a candidate contributes to the Board of Directors’ overall diversity, the candidate’s contribution to the Board of Directors’ existing chemistry and collaborative culture, and whether or not the candidate can contribute positively to the Board of Directors’ diverse expertise in environmental, health, safety, industry, sustainability, information security, corporate and business development, investor relations and financial matters. The Corporate Governance Committee also considers whether the candidate may have professional or personal experiences and expertise relevant to our business (such as expertise in the industry and in critical health, safety, environmental and sustainability matters) and the Company’s position as the leading international provider of offshore drilling services.

As described above, in accordance with the majority vote provisions of our Corporate Governance Guidelines, the Board of Directors may nominate only those candidates for director who have submitted an irrevocable letter of resignation, which would be effective upon and only in the event that (1) such nominee fails to receive more votes cast “FOR” than “AGAINST” his or her election in an uncontested election and (2) the Board of Directors accepts the resignation. The Board of Directors will also request a statement from any person nominated as a director by anyone other than the Board of Directors as to whether that person will also submit

Transocean 2023 P-29 Proxy Statement

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AGENDA ITEM 5

an irrevocable letter of resignation upon the same terms as a person nominated by the Board of Directors. For purposes of our Corporate Governance Guidelines, an uncontested election occurs in an election of directors that does not constitute a contested election, and a contested election occurs when (i) the Secretary of the Company receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for shareholder nominees for director set forth in our Articles of Association and (ii) such nomination has not been withdrawn by such shareholder on or prior to the day next preceding the date the Company first mails its notice of meeting for such meeting to the shareholders.

The Corporate Governance Committee has several methods of identifying Board of Directors candidates. First, the Corporate Governance Committee considers and evaluates annually whether each director nominee is qualified to be nominated for reelection to the Board of Directors. Second, the Corporate Governance Committee requests from time to time that its members and the other Board members identify possible candidates for any vacancies or potential vacancies. Third, the Corporate Governance Committee has the authority to retain one or more executive search firms to aid in its search for potential Board of Directors candidates, interview those candidates and conduct investigations relative to their background and qualifications.

The Corporate Governance Committee considers nominees for director who are recommended by our shareholders. Recommendations may be submitted in writing, along with:

■ The name of and contact information for the candidate;

■ A statement detailing the candidate’s qualifications and business and educational experience;

■ Information regarding the qualifications and qualities described under “Director Nomination Process” above;

■ A signed statement of the proposed candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director;

■ A signed irrevocable letter of resignation from the proposed candidate that, in accordance with our Corporate Governance Guidelines, would be effective upon and only in the event that (1) in an uncontested election, such candidate fails to receive more votes cast “FOR” than “AGAINST” his or her election and (2) the Board of Directors accepts the resignation;

■ A statement that the writer is a shareholder and is proposing a candidate for consideration by the Corporate Governance Committee;

■ A statement detailing any relationship between the candidate and any customer, supplier or competitor of ours;

■ Financial and accounting experience of the candidate, to enable the Corporate Governance Committee to determine whether the candidate would be suitable for Audit Committee membership; and

■ Detailed information about any relationship or understanding between the proposing shareholder and the candidate.

Shareholders may submit nominations to:


	Transocean Ltd. Attention: Corporate Secretary Turmstrasse 30 6312 Steinhausen, Switzerland

Unsolicited recommendations must contain all of the information that would be required in a proxy statement soliciting proxies for the election of the candidate as a director. The extent to which the Corporate Governance Committee dedicates time and resources to the consideration and evaluation of any potential nominee brought to its attention depends on the information available to the Corporate Governance Committee about the qualifications and suitability of the individual, viewed in light of the needs of the Board of Directors, and is at the

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	AGENDA ITEM 5

Corporate Governance Committee’s discretion. The Corporate Governance Committee evaluates the desirability for incumbent directors to continue on the Board of Directors following the expiration of their respective terms, taking into account their contributions as Board members and the benefit that results from the increasing insight and experience developed over a period of time. Although the Corporate Governance Committee will consider candidates for director recommended by shareholders, it may determine not to recommend that the Board of Directors, and the Board of Directors may determine not to, nominate those candidates for election to the Board of Directors.

In addition to recommending director nominees to the Corporate Governance Committee, any shareholder may, in compliance with applicable requirements, nominate directors for election at annual general meetings of the shareholders. For more information on this topic, see “Other Matters.”

In connection with the Board of Directors’ periodic review of the skills, experience and diversity of its members, the Board of Directors also assesses the appropriateness of its size to determine whether any changes are necessary. The Board of Directors has determined that, should each of the director nominees be elected, the Company will have an appropriate combination of leadership, experience and oversight at this time.

The Board of Directors considers diversity as a key factor in the director nominee selection process. The Board of Directors takes an expansive view of the diversity of its members, with the goal of having directors who bring diverse expertise in environmental, health, safety, industry, sustainability, information security, corporate and business development, investor relations and financial matters and who reflect the global diversity of our workforce, our customers and the cultures in which we operate. We are a multinational company and, as of March 8, 2024, have seven different nationalities represented in our director and executive officer group, and 58 in our global workforce. We have a presence in 22 countries worldwide.

Board Leadership

The Board of Directors has chosen not to combine the positions of Chief Executive Officer and Chair of the Board of Directors. The Board of Directors believes that separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while our Chair of the Board of Directors presides over the Board of Directors as the Board of Directors provides advice to, and independent oversight of, management and the Company’s operations. The Board of Directors recognizes the time, effort, and energy that our Chief Executive Officer is required to devote to his position and the additional commitment the position of Chair of the Board of Directors requires. The Board of Directors believes that having separate positions and having an independent outside director serve as Chair of the Board of Directors is the appropriate leadership structure for us at this time.

Executive Sessions

Our independent directors met in executive session without management at each of the regularly scheduled Board of Directors’ meetings held in 2023. During 2024, the independent directors are again scheduled to meet in executive session at each regularly scheduled Board of Directors’ meeting. The independent directors generally designate the Chair of the Board of Directors to act as the presiding director for executive sessions.

Director Attendance at Annual General Meeting

We expect all of our directors to attend the 2024 Annual General Meeting. All but one of our 11 directors then serving on the Board of Directors attended the 2023 Annual General Meeting.

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AGENDA ITEM 5

VOTING REQUIREMENT TO ELECT NOMINEES

The election of each nominee requires the affirmative vote of a plurality of the votes cast at the 2024 Annual General Meeting. The plurality requirement means that the nominee who receives the largest number of votes for a board seat is elected. Shareholders are entitled to one vote per share for each of the directors to be elected.

We have adopted a majority vote policy in the election of directors as part of our Corporate Governance Guidelines. This policy provides that the Board of Directors may nominate only those candidates for director who have submitted an irrevocable letter of resignation, which would be effective upon and only in the event that (1) such nominee fails to receive more votes cast “FOR” than “AGAINST” his or her election in an uncontested election and (2) the Board of Directors accepts the resignation. If a nominee who has submitted such a letter of resignation does not receive more votes cast for than against the nominee’s election, the Corporate Governance Committee must promptly review the letter of resignation and recommend to the Board of Directors whether to accept the tendered resignation or reject it. The Board of Directors must then act on the Corporate Governance Committee’s recommendation within 90 days following the certification of the shareholder vote. The Board of Directors must promptly disclose its decision regarding whether or not to accept the nominee’s resignation letter in a Form 8-K filed with or furnished to the SEC or other broadly disseminated means of communication. Full details of this policy are set out in our Corporate Governance Guidelines, which are available on our website at www.deepwater.com by selecting the Governance page in the Investors section dropdown.

The Board of Directors has received from each nominee for election as a director at the 2024 Annual General Meeting listed below an executed irrevocable letter of resignation consistent with these guidelines described above.

The information regarding the nominees presented below is as of March 8, 2024.

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	AGENDA ITEM 5

NOMINEES FOR DIRECTOR

FORMER VICE CHAIR – U.K.,

PWC LLP

U.K. CITIZEN

Independent

Age: 70

COMMITTEES

Audit

Compensation

Finance

OTHER CURRENT PUBLIC COMPANY BOARDS

Various Eateries plc (LON: VARE) (since 2020)

GLYN A. BARKER | Director since 2012

CAREER HIGHLIGHTS

Glyn A. Barker served as Vice Chair–U.K. of PricewaterhouseCoopers LLP (PwC) from 2008 to 2011. He was also responsible for PwC's strategy and business development for the geographic areas of Europe, the Middle East, Africa and India. Mr. Barker joined PwC in 1975 and became an audit partner in 1987. He then established PwC's private equity-focused Transactions Services business and led it globally. He joined the Management Board of PwC in the UK as Head of the Assurance Practice in 2002. In 2006, he became U.K. Managing Partner and served in that role until 2008. Mr. Barker is the Chair of Irwin Mitchell Holdings Limited (since 2012) and serves as a director of Various Eateries plc (LON: VARE) (since 2020). Previously, Mr. Barker served as the Chair of Tappit Technologies (UK) Ltd. (from 2020 to 2023), as a director of Cornerstone FS plc (from 2021 to 2022), as a director of Quilter (in 2022), as a director of Berkeley Group Holdings plc (from 2012 to 2022), as a director (from 2014 to 2016) and the Chair (from 2015 to 2016) of Transocean Partners LLC, as a director of Aviva plc (from 2012 to 2019), and a director of Interserve plc (from 2016 to 2019). Mr. Barker was Deputy Chair of the English National Opera Company from 2009 to 2016.

EDUCATION

Chartered Accountant

Bachelor of Science, Economics and Accounting, University of Bristol (1975)

KEY QUALIFICATIONS AND EXPERTISE

The Board of Directors recommends Mr. Barker should remain on the Board of Directors due to his experience and expertise in:

Accounting & Auditing

Finance, Debt & Capital Markets

Information Security & Cybersecurity

Mergers & Acquisitions

Multinational Company

Public Company Governance

Strategy

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AGENDA ITEM 5

FORMER DIRECTOR AND SHAREHOLDER OF EL & EL INVESTMENTS LTD.

CANADIAN AND U.S. CITIZEN

Independent

Age: 71

COMMITTEES

Audit

Compensation

OTHER CURRENT PUBLIC COMPANY BOARDS

Edison International (NYSE: EIX since 2007)

VANESSA C.L. CHANG | Director since 2012

CAREER HIGHLIGHTS

Vanessa C.L. Chang previously served as a Director and shareholder of EL & EL Investments Ltd., a privately held real estate investment business, from 1998 to 2018, as the President and Chief Executive Officer of ResolveItNow.com from 2000 until 2002 and was the Senior Vice President of Secured Capital Corp in 1998. From 1986 until 1997, Ms. Chang was the West Coast partner in charge of Corporate Finance for KPMG Peat Marwick LLP. Ms. Chang is a director or trustee of 21 funds advised by the Capital Group and its subsidiaries, seven of which are members of the American Funds family and 14 of which are ETFs advised by the Capital Group that were launched in 2022 and 2023. She is also a director of Edison International (NYSE: EIX) and its wholly owned subsidiary, Southern California Edison Company (each since 2007). She was also a director of Sykes Enterprises, Incorporated from 2016 to 2021, Forest Lawn Memorial Parks Association, a non-profit organization, from 2005 to 2020 and SCO America, Inc., a non-profit organization, from 2013 to 2019. Ms. Chang is a member of the American Institute of Certified Public Accountants, the California State Board of Accountancy, Women Corporate Directors and the National Association of Corporate Directors.

EDUCATION

Certified Public Accountant (inactive)

Bachelor of Arts, University of British Columbia (1973)

KEY QUALIFICATIONS AND EXPERTISE

The Board of Directors recommends Ms. Chang should remain on the Board of Directors due to her experience and expertise in:

Accounting & Auditing

Finance, Debt & Capital Markets

Human Capital Management

Information Security & Cybersecurity

Mergers & Acquisitions

Multinational Company

Public Company Governance

Strategy

Sustainability Risk, Reporting & Disclosures

Transocean 2024 P-34 Proxy Statement

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	AGENDA ITEM 5

FORMER PRESIDENT AND CEO, EMBRAER S.A.

BRAZILIAN AND PORTUGUESE CITIZEN

Independent
Age: 62

COMMITTEES

Corporate Governance

Health, Safety, Environment and Sustainability

OTHER CURRENT PUBLIC COMPANY BOARDS

ABB Ltd. (OTC Pink: ABBYN) (since 2016)

LATAM Airlines Group SA (BCS: LTM; OTC Pink: LTMAY)

FREDERICO F. CURADO | Director since 2013

CAREER HIGHLIGHTS

Frederico F. Curado served as the Chief Executive Officer of Ultrapar Participacoes S.A. from 2017 to 2021, and previously served as President and Chief Executive Officer of Embraer S.A. from 2007 to 2016. He joined Embraer in 1984 and served in a variety of management positions during his career, including Executive Vice President, Airline Market from 1998 to 2007 and Executive Vice President, Planning and Organizational Development from 1995 to 1998. Mr. Curado is a director of LATAM Airlines Group SA (BCS: LTM; OTC Pink: LTMAY) (since 2022) and a director of ABB Ltd. (OTC Pink: ABBYN) (since 2016). Mr. Curado was a director of Ultrapar from 2021 to 2022, a member of the Executive Board of the International Chamber of Commerce from 2013 to 2018, a director of Iochpe-Maxion S.A. from 2015 to 2017, the President of the Brazilian Chapter of the Brazil-United States Business Council from 2011 to 2016, a member of Brazil's National Council for Industrial Development from 2011 to 2016, and had been a director of the Smithsonian National Air and Space Museum from 2014 to 2017.

EDUCATION

Executive Master’s in Business Administration, University of São Paulo, Brazil (1997)
Bachelor of Science degree, Mechanical-Aeronautical Engineering, Instituto Tecnológico de Aeronáutica in Brazil (1983)

KEY QUALIFICATIONS AND EXPERTISE

The Board of Directors recommends Mr. Curado should remain on the Board due to his experience and expertise in:

Accounting & Auditing

Finance, Debt & Capital Markets

Human Capital Management

Legal & Compliance

Mergers & Acquisitions

Multinational Company (especially Brazilian business and governance sectors)

Oil & Gas (Including Oilfield Services)

Operations & Engineering

Public Company CEO

Public Company Governance

Safety & Environment

Strategy

Sustainability Risk, Reporting & Disclosures

Technology, Research & Development

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AGENDA ITEM 5

FORMER EXECUTIVE CHAIR AND CEO, BAKER HUGHES INCORPORATED

U.S. CITIZEN

Independent

Age 71

OTHER CURRENT PUBLIC COMPANY BOARDS

Marathon Oil Corporation (NYSE: MRO) (since 2014)

CHADWICK C. DEATON | Director since 2012

CAREER HIGHLIGHTS

Mr. Deaton served as Executive Chair of Baker Hughes Incorporated from 2012 to 2013, prior to which he served as Chair and Chief Executive Officer since 2004. He began his career with Schlumberger in 1976 and served in a variety of international capacities, including as Executive Vice President, Oilfield Services from 1998 to 1999 and as a Senior Advisor from 1999 until 2001. From 2002 until 2004, Mr. Deaton was the President, Chief Executive Officer and Director of Hanover Compressor Company. Mr. Deaton is a director of Marathon Oil Corporation (NYSE: MRO) (since 2014). Mr. Deaton was previously a director of Air Products and Chemicals, Inc. from 2010 to 2022 and Carbo Ceramics Inc. from 2004 to 2009 and from 2013 to 2020. He is a member of the Society of Petroleum Engineers (since 1980) and has served on its Industrial Advisory Council. He is also a director of the University of Wyoming Foundation, UCross Foundation, a non-profit research and development lab for the arts, and of the Houston Achievement Place. Mr. Deaton served as co-chair of the Wyoming Governor’s Task Force for the buildout of the University of Wyoming’s Engineering and Applied Sciences Center. He was a member of the National Petroleum Council (from 2007 to 2013).

EDUCATION

Bachelor of Science degree, Geology, University of Wyoming (1976)

KEY QUALIFICATIONS AND EXPERTISE

The Board of Directors recommends Mr. Deaton should remain on the Board of Directors due to his significant experience and expertise in:

Finance, Debt & Capital Markets

Human Capital Management

Legal & Compliance

Mergers & Acquisitions

Multinational Company

Oil & Gas (Including Oilfield Services)

Operations & Engineering

Public Company CEO

Public Company Governance

Safety & Environment

Strategy

Technology, Research & Development

Transocean 2024 P-36 Proxy Statement

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	AGENDA ITEM 5

PRESIDENT AND CHIEF EXECUTIVE OFFICER, CHESAPEAKE

U.S. CITIZEN

Independent
Age 47

COMMITTEES

Corporate Governance

Finance

OTHER CURRENT PUBLIC COMPANY BOARDS

Chesapeake Energy Corporation (NASDAQ:CHK) (since 2021)

DOMENIC J. “NICK” DELL’OSSO, JR. | Director since 2023

CAREER HIGHLIGHTS

Mr. Dell’Osso was appointed President and Chief Executive Officer of Chesapeake in 2021. He previously served as Chesapeake’s Executive Vice President and Chief Financial Officer from 2010 until 2021. Prior to that time, he served as Vice President – Finance and Chief Financial Officer of Chesapeake’s wholly owned midstream subsidiary, Chesapeake Midstream Development, L.P. from 2008 to 2010. Before joining Chesapeake, Mr. Dell’Osso was an energy investment banker with Jefferies & Co. from 2006 to 2008 and Banc of America Securities from 2004 to 2006.

EDUCATION

Master of Business Administration, Finance, University of Texas at Austin (2003)

Bachelor’s degree, Economics, Boston College (1998)

KEY QUALIFICATIONS AND EXPERTISE

The Board of Directors recommends Mr. Dell’Osso should be elected to the Board of Directors due to his experience and expertise in:

Accounting & Auditing

Finance, Debt & Capital Markets

Human Capital Management

Legal & Compliance

Mergers & Acquisitions

Oil & Gas (Including Oilfield Services)

Public Company CEO

Public Company Governance

Safety & Environment

Strategy

Sustainability Risk, Reporting & Disclosures

Transocean 2024 P-37 Proxy Statement

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AGENDA ITEM 5

FOUNDER AND CEO, VDA CAPITAL MANAGEMENT LLC

U.S. CITIZEN

Independent

Age 67

COMMITTEES

Corporate Governance

Finance

OTHER CURRENT PUBLIC COMPANY BOARDS

Hertz Global Holdings, Inc. (NASDAQ: HTZ) (since 2014)

VINCENT J. INTRIERI | Director since 2014

CAREER HIGHLIGHTS

Mr. Intrieri is the Founder and CEO of VDA Capital Management LLC, a private investment fund founded in 2017. Mr. Intrieri was previously employed by Carl C. Icahn-related entities in various investment-related capacities from 1998 to 2016. From 2008 to 2016, Mr. Intrieri served as Senior Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages private investment funds. In addition, from 2004 to 2016, Mr. Intrieri was a Senior Managing Director of Icahn Onshore LP, the general partner of Icahn Partners LP, and Icahn Offshore LP, the general partner of Icahn Partners Master Fund LP, entities through which Mr. Icahn invests in securities. Mr. Intrieri is a director of Hertz Global Holdings, Inc. (NASDAQ: HTZ) (since 2014). Mr. Intrieri previously served as a director of Navistar International Corporation from 2012 until 2021, Energen Corporation from March 2018 until November 2018, Conduent Incorporated from 2017 to 2018, Chesapeake Energy Corporation from 2012 to 2016, CVR Refining, GP, LLC, the general partner of CVR Refining, LP, from 2012 to 2014, Ferrous Resources Limited from 2015 to 2016, Forest Laboratories Inc. from 2013 to 2014, CVR Energy, Inc. from 2012 to 2014, Federal-Mogul Holdings Corporation from 2007 to 2013, Icahn Enterprises L.P. from 2006 to 2012, and was Senior Vice President of Icahn Enterprises L.P. from 2011 to 2012. Mr. Intrieri was also a director of Dynegy Inc. from 2011 to 2012, and Chair and a director of PSC Metals Inc. from 2007 to 2012. He served as a director of Motorola Solutions, Inc. from 2011 to 2012, XO Holdings from 2006 to 2011, National Energy Group, Inc. from 2006 to 2011, American Railcar Industries, Inc. from 2005 to 2011, WestPoint Home LLC from 2005 to 2011, and as Chair and a director of Viskase Companies, Inc. from 2003 to 2011. Ferrous Resources Limited, CVR Refining, CVR Energy, American Railcar Industries, Federal-Mogul, Icahn Enterprises, XO Holdings, National Energy Group, WestPoint Home, Viskase Companies and PSC Metals each are or previously were indirectly controlled by Carl C. Icahn. Mr. Icahn also has or previously had a noncontrolling interest in Dynegy, Hertz, Forest Laboratories, Navistar, Chesapeake Energy, Motorola Solutions and Transocean through the ownership of securities.

EDUCATION

Certified Public Accountant (inactive)

Bachelor of Science degree, with Distinction, Accounting, The Pennsylvania State University (Erie Campus) (1984)

KEY QUALIFICATIONS AND EXPERTISE

The Board of Directors recommends Mr. Intrieri should remain on the Board of Directors due to his significant experience and expertise in:

Accounting & Auditing

Finance, Debt & Capital Markets

Human Capital Management

Mergers & Acquisitions

Multinational Company

Oil & Gas (Including Oilfield Services)

Public Company Governance

Safety & Environment

Strategy

Technology, Research & Development

Transocean 2024 P-38 Proxy Statement

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	AGENDA ITEM 5

FORMER MANAGING DIRECTOR, ICAHN CAPITAL LP

U.S. CITIZEN

Independent

Age 43

COMMITTEES

Compensation

Finance

OTHER CURRENT PUBLIC COMPANY BOARDS

Autostore Holdings Ltd. (OSE: AUTO) (since 2021)

EQRx, LLC (NASDAQ: EQRX) (since 2021)

SAMUEL J. MERKSAMER | Director since 2013

CAREER HIGHLIGHTS

Mr. Merksamer was a Partner at SoftBank Investment Advisers and a Managing Director at SB Management, an affiliate of SoftBank from 2019 to 2022. Prior to then, he was a co-founder of Caligan Partners, L.P., an investment firm, from 2017 to 2019. He was a Managing Director of Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., from 2008 to 2016. From 2003 until 2008, Mr. Merksamer was an analyst at Airlie Opportunity Capital Management. Mr. Merksamer is a director of Autostore Holdings Ltd. (OSE: AUTO) (since 2021) and EQRx, LLC (NASDAQ: EQRX) (since 2021). He previously served as a director of American International Group, Inc. from 2016 to 2018, Hertz Global Holdings, Inc. from 2014 to 2017, Navistar International Corporation from 2012 to 2017, Cheniere Energy Inc. from 2015 to 2017, Transocean Partners from 2014 to 2016, Hologic Inc. from 2013 to 2016, Talisman Energy Inc. from 2013 to 2015, Ferrous Resources Limited from 2012 to 2016, CVR Refining, GP, LLC, the general partner of CVR Refining, LP, from 2012 to 2014, CVR Energy, Inc. from 2012 to 2014, American Railcar Industries, Inc. from 2011 to 2013, Dynegy Inc. from 2011 to 2012, Viskase Companies, Inc. from 2010 to 2013, Federal-Mogul Holdings Corporation from 2010 to 2014, and PSC Metals Inc. from 2009 to 2012. Ferrous Resources Limited, CVR Refining, CVR Energy, American Railcar Industries, Federal-Mogul, Viskase Companies and PSC Metals are each indirectly controlled by Carl C. Icahn. Mr. Icahn also has or previously had a noncontrolling interest in Dynegy, Hologic, Talisman Energy, Navistar, Hertz, Cheniere Energy, Transocean Ltd., Transocean Partners and American International Group, Inc. through the ownership of securities.

EDUCATION

A.B. degree, Economics, Cornell University (2002)

KEY QUALIFICATIONS AND EXPERTISE

The Board of Directors recommends Mr. Merksamer should remain on the Board of Directors due to his experience and expertise in:

Accounting & Auditing

Finance, Debt & Capital Markets

Mergers & Acquisitions

Multinational Company

Public Company Governance

Strategy

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AGENDA ITEM 5

OWNER AND MANAGING DIRECTOR, PERESTROIKA AS; FORMER DIRECTOR AND CHAIR, SONGA

NORWEGIAN CITIZEN

Independent

Age 47

COMMITTEES

Audit

Health, Safety, Environment and Sustainability

OTHER CURRENT PUBLIC COMPANY BOARDS

EMGS ASA (OSE: EMGS) (since 2021)

FREDERIK W. MOHN | Director since 2018

CAREER HIGHLIGHTS

Mr. Mohn has served as a director of the Company since 2018 when Transocean acquired Songa Offshore SE (“Songa”). Previously, Mr. Mohn served as a director of Songa from 2013 to 2014, and as Chair of the Songa board of directors from 2014 to 2018. Mr. Mohn is the sole owner and managing director of Perestroika AS, a Norwegian investment company with investments in oil and gas, shipping, infrastructure, real estate development and financial services. Mr. Mohn currently serves as the Chair of the Board of EMGS ASA (OSE: EMGS) (since 2021). He also currently serves on the board of directors of the following private companies: Viken Crude AS, Fornebu Sentrum Holding AS, and Fornebu Sentrum Utvikling AS. Mr. Mohn previously served as a director of Dof ASA, a Norwegian shipping company, from August 2017 to October 2019 and as a director of Fjord 1, a Norwegian transport company from August 2017 to December 2019. From 2011 to 2013, Mr. Mohn served as managing director of the worldwide family business Frank Mohn AS, a supplier of pumping systems to the oil and gas industry.

EDUCATION

Bachelor of Science degree, Royal Holloway, University of London (2001)

KEY QUALIFICATIONS AND EXPERTISE

Mr. Mohn served as the Chair of the Board of Songa prior to Transocean’s acquisition of that company in 2018. The Board of Directors recommends Mr. Mohn should remain on the Board of Directors due to his knowledge and experience as the former Chair of the Board of Songa and his expertise in:

Accounting & Auditing

Finance, Debt & Capital Markets

Mergers & Acquisitions

Multinational Company

Oil & Gas (Including Oilfield Services)

Public Company Governance

Safety & Environment

Strategy

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	AGENDA ITEM 5

TRANSOCEAN LTD.

CITIZEN

Thigpen is President and Chief Executive Officer and a director of the Company since 2015. Mr. Thigpen served as Senior Vice President and Chief Financial Officer at National Oilwell Varco, Inc. (NYSE: NOV) from 2012 to 2015. During his tenure at National Oilwell Varco, Mr. Thigpen spent five years from 2007 to 2012 as the company’s President of Downhole and Pumping Solutions business, and four years from 2003 to 2007 as President of its Downhole Tools group. He also served in various management and business development capacities, including Director of Business Development and Special Assistant to the Chair for National Oilwell Varco.

recommends Mr. Thigpen should serve an additional term. The Board of Directors believes that it is important for the Chief Executive Officer of the Company to serve on the Board of Directors, as it ensures an efficient flow of information between the Board of Directors and executive management. In addition, Mr. Thigpen has substantial industry experience and a competitive perspective, which assists the Board of Directors in considering strategic decisions for the Company.

FORMER EXECUTIVE VICE PRESIDENT FOR EQUINOR ASA, DEVELOPMENT AND PRODUCTION BRAZIL

NORWEGIAN CITIZEN

Independent

Age 65

COMMITTEES

Audit

Health, Safety, Environment and Sustainability

OTHER CURRENT PUBLIC COMPANY BOARDS

FMC Corporation (NYSE: FMC) (since 2016)

Harbour Energy plc (LON: HBR) (since 2021)

TechnipFMC plc (NYSE: FTI) (PARIS: FTI) (since 2020)

MARGARETH ØVRUM | Director since 2021

CAREER HIGHLIGHTS

Ms. Øvrum served as Executive Vice President of Equinor ASA, Development and Production Brazil until 2021, when she retired after nearly 40 years with Equinor. Her tenure at Equinor included working as President, Equinor Brazil from 2018 to 2020; Executive Vice President of Technology, Projects and Drilling from 2011 to 2018; Executive Vice President, Technology and New Energy for Statoil Hydro from 2007 to 2011; Executive Vice President of Technology and Projects from 2004 to 2007 and Executive Vice President of Health, Safety and the Environment during 2004. Ms. Øvrum began her career in 1982 at Equinor in Strategic Analysis, Production and Maintenance and, within a decade, became the first female platform manager of the company’s oldest fields in the North Sea. Ms. Øvrum currently serves on the board of directors of Harbour Energy plc (LON: HBR) since 2021, TechnipFMC plc (NYSE: FTI) (PARIS: FTI) since 2020 and FMC Corporation (NYSE: FMC) since 2016. She also serves on the board of a private company, Fox Innovation & Technologies, Inc., since 2023. Ms. Øvrum previously served as a director of Fjordbase Holding from 2021 to 2023, Alfa Laval AB from 2015 to 2019, Atlas Copco AB from 2008 to 2017 and Ratos AB from 2009 to 2014.

EDUCATION

Master of Science Technical Physics, Norwegian Technical University (1981)

KEY QUALIFICATIONS AND EXPERTISE

The Board of Directors recommends Ms. Øvrum should remain on the Board of Directors due to her experience and expertise in:

Human Capital Management

Information Security & Cybersecurity

Mergers & Acquisitions

Multinational Company

Oil & Gas (Including Oilfield Services)

Operations & Engineering

Public Company Governance

Safety & Environment

Strategy

Sustainability Risk, Reporting & Disclosures

Technology, Research & Development

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AGENDA ITEM 5

CHIEF EXECUTIVE OFFICER, TRANSOCEAN LTD.

U.S. CITIZEN

Age 49

JEREMY D. THIGPEN | Director since 2015

CAREER HIGHLIGHTS

Mr. Thigpen is Chief Executive Officer and a director of the Company since 2015, and served as President until February 2022. Mr. Thigpen served as Senior Vice President and Chief Financial Officer at National Oilwell Varco, Inc. (“NOV”) from 2012 to 2015. During his tenure at NOV, Mr. Thigpen spent five years from 2007 to 2012 as the company’s President of Downhole and Pumping Solutions business, and four years from 2003 to 2007 as President of its Downhole Tools group. He also served in various management and business development capacities, including Director of Business Development and Special Assistant to NOV’s Chair of the Board.

Mr. Thigpen serves as a member of the Board of Trustees at Rice University (since 2022) and served as the International Association of Drilling Contractors’ Chair in 2022.

EDUCATION

Program for Management Development, Harvard Business School (2001)

Bachelor of Arts degree, Economics and Managerial Studies, Rice University (1997)

KEY QUALIFICATIONS AND EXPERTISE

The Board of Directors recommends Mr. Thigpen should serve an additional term. The Board of Directors believes that it is important for the Chief Executive Officer of the Company to serve on the Board of Directors, as it ensures an efficient flow of information between the Board of Directors and executive management. Mr. Thigpen brings a competitive perspective and has substantial experience, as well as proven leadership, in:

Finance, Debt & Capital Markets

Human Capital Management

Multinational Company

Oil & Gas (Including Oilfield Services)

Operations & Engineering

Public Company CEO

Safety & Environment

Technology, Research & Development

This experience assists the other members of the Board of Directors in considering strategic decisions for the Company.

RECOMMENDATION

The Board of Directors recommends you vote FOR the reelection of these candidates as directors.

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SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES

Below is a summary of certain skills and experience of our director nominees that are relevant to our business. In addition to the skills and experience referenced below, each of our director nominees has relevant business or professional experience and skills in Mergers and Acquisitions, Public Company Governance and Strategy.

BUSINESS OR
PROFESSIONAL
EXPERIENCE AND SKILLS

Glyn A. Barker

Vanessa
C.L.
Chang

Frederico
F. Curado

Chadwick
C. Deaton

Domenic J. “Nick” Dell’Osso, Jr.

Vincent
J. Intrieri

Samuel
Merksamer

Frederik
W. Mohn

Margareth Øvrum

Jeremy D. Thigpen

# OUT
OF 10

Finance,
Debt & Capital
Markets

✓

Multinational Company

✓

Accounting
& Auditing

✓

Safety &
Environment

✓

Human Capital
Management

✓

Oil & Gas
(Including
Oilfield Services)

✓

Technology,
Research &
Development

✓

Sustainability Risk, Reporting & Disclosures

✓

Operations &
Engineering

✓

Public Company CEO

✓

Information Security & Cybersecurity

✓

Legal &
Compliance

✓

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SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES

Backgrounds and Attributes of Our Director Nominees

All members of our Board of Directors are highly qualified with proven records of excellence and success. In addition to their credentials and experience, we value the thought leadership and varied perspectives that a diverse board brings to our business execution. The following provides an overview of the backgrounds of our directors.

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AGENDA ITEM 6

Reelection of the Chair of the Board of Directors for a Term Extending Until Completion of the Next Annual General Meeting

NOMINATION OF THE BOARD OF DIRECTORS

Pursuant to the Swiss Code and our Articles of Association, the authority to elect the Chair of the Board of Directors is vested with the general meeting of shareholders. The term of office of the Chair of the Board of Directors is the same as the other directors’ terms and extends until completion of the next annual general meeting. The Chair elected at the 2024 Annual General Meeting will have the powers and duties as provided for in our Articles of Association and organizational regulations.

Upon the recommendation of the Corporate Governance Committee, the Board of Directors nominates Chadwick C. Deaton for reelection by the shareholders as the Chair of the Board of Directors. Mr. Deaton has served on the Board since May 2012 and as Board Chair since 2019. Prior to his election as Chair of the Board of Directors by our shareholders at the 2019 Annual General Meeting, Mr. Deaton served as Chair of the Board’s Health Safety Environment and Sustainability Committee and as a member of the Corporate Governance Committee. Mr. Deaton’s biographical information may be found above under Agenda Item 5.

RECOMMENDATION

The Board of Directors recommends a vote FOR the reelection of the nominee for the Chair of the Board of Directors.

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AGENDA ITEM 7

Reelection of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General Meeting

NOMINATIONS OF THE BOARD OF DIRECTORS

Pursuant to the Swiss Code and our Articles of Association, the authority to elect the members of the Compensation Committee of the Board of Directors is vested with the general meeting of shareholders. The term of office of the members of the Compensation Committee is the same as the other directors’ term and extends until completion of the next annual general meeting.

Upon the recommendation of the Corporate Governance Committee, the Board of Directors has nominated for election by the shareholders at the 2024 Annual General Meeting

Glyn A. Barker

Vanessa C.L. Chang

Samuel J. Merksamer

as members of the Compensation Committee of the Board of Directors. Biographical information regarding the nominees may be found above under Agenda Item 5.

RECOMMENDATION

The Board of Directors recommends a vote FOR the reelection of the nominees of the Compensation Committee of the Board of Directors.

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AGENDA ITEM 8

Reelection of the Independent Proxy for a Term Extending Until Completion of the Next Annual General Meeting

Pursuant to the Swiss Code and our Articles of Association, the authority to elect the independent proxy is vested with the general meeting of shareholders. The independent proxy elected at the 2024 Annual General Meeting will serve as independent proxy at the 2025 Annual General Meeting and at any extraordinary general meeting of shareholders of the Company that may be held prior to the 2025 Annual General Meeting.

The Board of Directors has nominated for election as independent proxy Schweiger Advokatur / Notariat, Dammstrasse 19, 6300 Zug, Switzerland. Schweiger Advokatur / Notariat was elected at the 2023 Annual General Meeting to serve as independent proxy at the 2024 Annual General Meeting and any extraordinary general meeting of shareholders of the Company held prior to the 2025 Annual General Meeting. Schweiger Advokatur/Notariat confirmed to the Company that it possesses the required independence to fulfill its responsibilities.

RECOMMENDATION

The Board of Directors recommends a vote FOR this Agenda Item 8.

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AGENDA ITEM 9

Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2024 and Reelection of Ernst & Young Ltd, Zurich, as the Company’s Auditor for a Further One-Year Term

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that Ernst & Young LLP be appointed as Transocean Ltd.’s independent registered public accounting firm for the fiscal year 2024 and that Ernst & Young Ltd, Zurich, be elected as Transocean Ltd.’s auditor pursuant to the Swiss Code for a further one-year term, commencing on the day of election at the 2024 Annual General Meeting and terminating on the day of the 2025 Annual General Meeting.

Representatives of Ernst & Young Ltd will participate in the 2024 Annual General Meeting, will have the opportunity to make a statement and will be available to respond to questions you may ask. Please submit any questions you may have to the Corporate Secretary prior to the 2024 Annual General Meeting. Information regarding the fees paid by the Company to Ernst & Young appears below.

RECOMMENDATION

The Board of Directors recommends a vote FOR this Agenda Item 9.

FEES PAID TO ERNST & YOUNG

Audit fees for Ernst & Young LLP and its affiliates for each of the fiscal years 2023 and 2022 and audit-related fees, tax fees and total of all other fees for services rendered in 2023 and 2022 are as follows:


	AUDIT FEES⁽¹⁾	AUDIT-RELATED FEES⁽²⁾	TAX FEES	TOTAL OF ALL OTHER FEES⁽³⁾
	U.S. $	U.S. $	U.S. $	U.S. $
Fiscal year 2023	5,531,838	223,347	240,899	2,000
Fiscal year 2022	5,074,011	213,752	25,953	2,000
(1) The audit fees include those associated with our annual audit, reviews of our quarterly reports on Form 10-Q, statutory audits of our subsidiaries, services associated with documents filed with the SEC and audit consultations. (2) The audit-related fees include services in connection with accounting consultations, employee benefit plan audits and attest services related to financial reporting. (3) All other fees were for other publications and subscription services.

AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

The Audit Committee pre-approves all auditing services, review or attest engagements and permitted non-audit services to be performed by our independent registered public accounting firm. The Audit Committee has considered whether the provision of services rendered in 2023 other than the audit of our financial statements and reviews of quarterly financial statements was compatible with maintaining the independence of Ernst &

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	AGENDA ITEM 9

Young LLP and determined that the provision of such services was compatible with maintaining such independence.

The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit services performed by the independent registered public accounting firm. The policy requires advance approval by the Audit Committee of all audit and non-audit work; provided, that the Chair of the Audit Committee may grant pre-approvals of audit or non-audit work, so long as such pre-approvals are presented to the full Audit Committee at its next scheduled meeting. Unless the specific service has been previously pre-approved with respect to the 12-month period following the advance approval, the Audit Committee must approve a service before the independent registered public accounting firm is engaged to perform the service. The Audit Committee has given advance approval for specified audit, audit-related, tax and other services for 2024. Requests for services that have received this pre-approval are subject to specified fee or budget restrictions, as well as internal management controls.

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AGENDA ITEM 10

Advisory Vote to Approve Named Executive Officer Compensation for Fiscal Year 2024

PROPOSAL OF THE BOARD OF DIRECTORS

s r

equired by Section 14A of the Exchange Act, the Company is providing its shareholders the opportunity to vote on an advisory basis to approve the compensation of the Company’s Named Executive Officers.

At the Company’s 2023 Annual General Meeting, the Company’s shareholders supported the Board of Directors’ recommendation to hold an advisory vote on executive compensation every year for the Company’s Named Executive Officers. As a result, the Board of Directors determined that the Company will hold an advisory vote on executive compensation once every year until the next required vote on the frequency of shareholder votes on compensation of Named Executive Officers of the Company, which in accordance with the applicable law, will occur no later than the Company’s annual general meeting of shareholders in 2029.

The Board of Directors recommends that you vote for the approval of the compensation of the Named Executive Officers as described in this proxy statement.

Accordingly, you may vote on the following resolution:

RESOLVED, that the compensation of the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosure in the proxy statement for the Company’s 2024 Annual General Meeting is hereby APPROVED.

EXPLANATION

As required by Section 14A of the Exchange Act, the Company is providing its shareholders the opportunity to vote on an advisory basis to approve the compensation of the Company’s Named Executive Officers.

At the Company’s 2023 Annual General Meeting, the Company’s shareholders supported the Board of Directors’ recommendation to hold an advisory vote on executive compensation every year for the Company’s Named Executive Officers. As a result, the Board of Directors determined that the Company will hold an advisory vote on executive compensation once every year until the 2029 Annual General Meeting, which, in accordance with applicable law, is the next required vote on the frequency of shareholder votes on the compensation of Named Executive Officers of the Company.

Our compensation program for our Named Executive Officers is designed to reward performance that creates long-term value for the Company’s shareholders through the following features, which are discussed in more detail in our Compensation Discussion and Analysis:


■	Annual cash bonuses based on performance as measured against pre-determined performance goals;	■	A share ownership policy that requires our executive officers to build and maintain an appropriate equity stake in the Company to further align our executive officers’ interests with the long-term interests of our shareholders;
■	A compensation mix weighted toward long-term incentives to allow our Named Executive Officers to participate in the long-term growth and profitability of the Company;	■	Hedging and pledging policies that prohibit any of our executive officers from hedging or pledging our shares or holding derivative instruments tied to our shares, other than derivative instruments issued by us; and
■	Long-term incentives include performance share units that vest based upon the Company’s total shareholder return compared to the companies in our performance peer groups;	■	The Executive Officer Incentive-Based Compensation Recoupment Policy, a clawback policy in accordance with SEC and NYSE requirements, providing for the recovery of certain erroneously awarded incentive-based compensation (cash and equity) received by current and former executive officers in the case of an accounting restatement.
■	Median pay positioning for target performance, above median pay for above target performance, and below median pay for below target performance;

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	AGENDA ITEM 10

The vote on this proposal is advisory and therefore not binding on the Company, the Compensation Committee or the Board of Directors. The Board of Directors and the Compensation Committee value the opinions of our shareholders. Following the 2024 Annual General Meeting, we will consider our shareholders’ feedback and the Compensation Committee will evaluate whether any actions are necessary to address this feedback.

RECOMMENDATION

The Board of Directors recommends that you vote FOR approval of the compensation of the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosure in this proxy statement.

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AGENDA ITEM 11

Prospective Vote on the Maximum Compensation of (A) the Board of Directors and (B) the Executive Management Team


11A	Ratification of the Maximum Aggregate Amount of Compensation of the Board of Directors for the Period Between the 2024 Annual General Meeting and the 2025 Annual General Meeting

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that the shareholders ratify an amount of $4,121,000 as the maximum aggregate amount of compensation of the Board of Directors for the period between the 2024 Annual General Meeting and the 2025 Annual General Meeting.

EXPLANATION

As required by our Articles of Association and the Swiss Code, the shareholders are provided the opportunity to vote on the maximum aggregate amount of compensation that can be paid or granted to the members of the Board of Directors for the period between the 2024 Annual General Meeting and the 2025 Annual General Meeting (the “2024/2025 Term”). The shareholder vote is binding.

DIRECTORS’ COMPENSATION PRINCIPLES

The general principles of the compensation for our Board of Directors are described in article 29b of our Articles of Association.

We use a combination of cash and equity compensation to attract and retain qualified candidates to serve on our Board of Directors. Our directors’ compensation consists of:

■ cash retainers and

■ grants of restricted share units

Set forth below is an overview of the non-employee director compensation elements for the term of office between the 2022 Annual General Meeting and the 2023 Annual General Meeting (the “2022/2023 Term”), and the term of office between the 2023 Annual General Meeting and the 2024 Annual General Meeting (the

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	AGENDA ITEM 11

“2023/2024 Term”). Additionally, the compensation elements currently contemplated for the 2024/2025 Term are also provided:


	TERM OF OFFICE
	2022/2023 Term	2023/2024 Term	2024/2025 Term
	(U.S.$)	(U.S.$)	(U.S.$)
CASH RETAINERS
Non-employee chair	215,000	215,000	215,000
Non-employee directors (other than the chair)	100,000	100,000	100,000
Additional retainer for committee chair:
Audit Committee	35,000	35,000	35,000
Compensation Committee	20,000	20,000	20,000
Corporate Governance Committee, Finance Committee, and Health, Safety, Environment and Sustainability Committee	10,000	10,000	10,000
TARGET VALUE OF RESTRICTED SHARE UNITS
Non-employee chair	215,000	215,000	215,000
Non-employee directors (other than the chair)	210,000	210,000	210,000

A more detailed description of the compensation principles currently in effect for our Board of Directors can be found under “Board Meetings and Committees—Director Compensation Strategy.” The actual amounts paid to each member of the Board of Directors for fiscal year 2023 are disclosed under “2023 Director Compensation” and in our Swiss Compensation Report under the caption “Board of Directors’ Compensation.”

PROPOSAL FOR RATIFICATION OF MAXIMUM AGGREGATE AMOUNT

The Board of Directors proposes that the shareholders ratify an amount of $4,121,000 as the maximum aggregate amount of compensation that the Company may pay to the Board of Directors for the 2024/2025 Term.

The proposed aggregate maximum amount has been calculated based on the directors’ compensation elements as outlined above and represents no change from the maximum aggregate amount of compensation for the prior eight Terms since the Swiss compensation regulations were first implemented for the 2015/2016 Term; all of which were approved by shareholders.

The total compensation paid to the Board of Directors for the 2023/2024 Term was $3,287,355, which is below the $4,121,000 previously approved by shareholders at the 2023 Annual General Meeting.

RECOMMENDATION

The Board of Directors recommends that you vote FOR this Agenda Item 11A.

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AGENDA ITEM 11


11B	Ratification of the Maximum Aggregate Amount of Compensation of the Executive Management Team for Fiscal Year 2025

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that the shareholders ratify an amount of $26,000,000 as the maximum aggregate amount of compensation of the Executive Management Team for fiscal year 2025.

EXPLANATION

As required by our Articles of Association and the Swiss Code, our shareholders are provided the opportunity to vote on the maximum aggregate amount of compensation that can be paid or granted to the members of the Executive Management Team for fiscal year 2025. The shareholder vote is binding.

EXECUTIVE MANAGEMENT TEAM COMPENSATION PRINCIPLES

The general principles of the compensation for the Executive Management Team are described in article 29b of our Articles of Association.

We use a combination of cash and equity compensation to attract, motivate and retain leaders from the global executive talent market within and outside our highly competitive industry and to achieve our objective of pay and performance alignment by delivering the vast majority of our Executive Management Team’s compensation opportunity as performance-based, ‘at-risk’ compensation. Our Executive Management Team’s compensation consists of:

■ base salary,

■ annual performance bonus,

■ long-term incentives, which may be comprised of grants of restricted share units, performance share units, performance cash and stock options, and

■ other compensation, including Company contributions to savings plans, pension plans, and life insurance premiums.

Our Executive Management Team is comprised of our Chief Executive Officer, our President and Chief Operating Officer and our Chief Financial Officer.

For a detailed description of our compensation principles currently in effect for the Executive Management Team (and our other Named Executive Officers who are not members of the Executive Management Team), please refer to the section of this proxy statement under the caption: “Compensation Discussion and Analysis.” We recommend that our shareholders read our Articles of Association and the Compensation Discussion and Analysis to understand our Executive Management Team compensation principles and process when considering this proposal. The actual amounts paid to each member of the Executive Management Team for fiscal years 2021-2023 are disclosed in this proxy statement under the caption: “Executive Compensation—Summary Compensation Table,” and for fiscal years 2022 and 2023 in our Swiss Compensation Report under the caption: “Executive Management Team Compensation.”

In addition to this binding vote on maximum Executive Management Team compensation, shareholders have had the opportunity since 2011 under U.S. law, subject to an advisory vote by shareholders and a determination by the Board of Directors as to the frequency of such opportunity, to cast a retrospective advisory vote to approve the compensation paid to our Named Executive Officers (including our Executive Management Team members) for the fiscal year preceding the annual general meeting. Since 2011, our shareholders have consistently expressed their support for the Company’s executive compensation principles, and for the prior

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	AGENDA ITEM 11

eight fiscal years, the shareholder approval levels have been 96% or higher on average. Our shareholders are again provided the opportunity to cast a retrospective advisory vote to approve the compensation paid to our Named Executive Officers (including our Executive Management Team members) for fiscal year 2023, as is explained in detail in Agenda Item 10.

The proposed maximum aggregate amount of compensation for the Executive Management Team for fiscal year 2025 is derived substantially from the Company’s executive compensation program receiving strong historical shareholder support as noted above. Consistent with the Company’s historical practice in setting executive compensation, as reflected in the Compensation Discussion and Analysis, we do not anticipate that the aggregate amount actually paid to our Executive Management Team members for fiscal year 2025 will be at the proposed maximum aggregate amount.

PROPOSAL FOR RATIFICATION OF MAXIMUM AGGREGATE AMOUNT

The Board of Directors proposes that the shareholders ratify an amount of $26,000,000, excluding employer-paid social taxes, as the maximum aggregate amount of compensation of the Executive Management Team for fiscal year 2025. This amount is the maximum amount that the Company can pay or grant to its members of the Executive Management Team for fiscal year 2025, subject to the authority of the Board of Directors to grant or pay a “supplementary amount” pursuant to article 29c of our Articles of Association without additional shareholder ratification to persons who newly assume an Executive Management Team function after the prospective vote at the 2024 Annual General Meeting. For more information, see “Compensation Discussion and Analysis.”

The proposed maximum aggregate amount of compensation for fiscal year 2025 is based on our estimated compensation levels and represents no change from the maximum aggregate amount of compensation for fiscal year 2024, which was approved by shareholders at last year’s annual general meeting.

Shareholder approval is based on the maximum aggregate amounts that could be payable in accordance with our compensation principles as set out in the Compensation Discussion and Analysis. Therefore, actual aggregate amounts paid to our Executive Management Team members for fiscal year 2025 will fall within the range that may be payable. Although historical compensation paid to our Executive Management Team, as disclosed in the Swiss Compensation Report, has been less (2023: $21,172,137) than the maximum amount payable (2023: $26,000,000), we request our shareholders approve the proposed maximum aggregate amount in order to comply with our Articles of Association and to ensure that the authorized compensation is set at a level that allows us to honor the compensation obligations under our compensation program and plans if the Executive Management Team or its individual members deliver superior performance and achieve all of the performance objectives at maximum performance level.

Actual compensation paid to the Executive Management Team in 2025 will be disclosed in the proxy statement for our 2026 Annual General Meeting and the Swiss Compensation Report for fiscal year 2025.

RECOMMENDATION

The Board of Directors recommends that you vote FOR this Agenda Item 11B.

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AGENDA ITEM 12

Approval of (A) Redenominating the Currency of the Company’s Share Capital from Swiss Francs to U.S. Dollars and (B) Reducing the Par Value of the Company’s Shares


12A	Approval of Redenominating the Currency of the Company’s Share Capital from Swiss Francs to U.S. Dollars

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that (i) the Company change the currency of its share capital from Swiss francs (CHF) to U.S. dollars (USD), effective as of the beginning of the Company’s current 2024 fiscal year and (ii) the Articles of Association of the Company be amended accordingly.

As of December 29, 2023, the applicable reference date to calculate the redenomination, CHF 1 was equivalent to $1.1885 (rounded), based upon the Bloomberg Generic Composite rate as of such date. Based on the Company’s share capital as of March 8, 2024, the Company’s share capital would, prior to the Par Value Reduction Proposal (as defined in Agenda Item 12B), equal $102,545,264.79677 divided into 862,815,858 fully paid registered shares, each with a par value of $0.11885, if this proposal is approved by shareholders and implemented by the Board of Directors. The number of Company shares that have been issued will not be impacted by this Agenda Item.

The proposed shareholder resolution corresponding to this Agenda Item is included in Annex B. In Annex B and Annex C, we refer to this Agenda Item as the “Capital Redenomination Proposal.”

Please also see Agenda Item 12B for an additional agenda item related to the reduction of the par value of the Company’s shares, upon which this Agenda Item is conditional.

EXPLANATION

The Board of Directors proposes that the Company change the currency of its share capital from Swiss francs (CHF) to U.S. dollars (USD) and that the Board of Directors, subject to and upon approval of this proposal, amend the Company’s Articles of Association accordingly.

If this proposal is approved, the number of Company shares that have been issued and registered with the Swiss commercial register, which as of March 8, 2024, is 862,815,858 shares, will not change.

As of December 29, 2023, the applicable reference date to calculate the redenomination, CHF 1 was equivalent to $1.1885 (rounded), based upon the Bloomberg Generic Composite rate as of such date. The Company’s share capital, if this proposal is approved by shareholders and then implemented by the Board of Directors, would, prior to the Par Value Reduction Proposal, equal $102,545,264.79677 divided into 862,815,858 fully paid registered shares, each with a par value of $0.11885.

Swiss law permits Swiss companies to denominate their share capital in a currency other than Swiss francs. The U.S. dollar serves as the Company’s functional currency, and aligning the currency of our share capital with the currency of our accounting and financial controls improves the Company’s efficiency. Further, the Board of Directors believes that the approval of this Agenda Item would support efforts to minimize exposure to currency exchange rate risk. Accordingly, the Board of Directors believes it is advisable and in the best interests of the Company and its shareholders to redenominate the Company’s share capital. As permitted by applicable law, if this proposal is approved, such redenomination would take effect retroactively as of the beginning of the Company’s current 2024 fiscal year.

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If this proposal is approved at the 2024 Annual General Meeting, promptly thereafter, the Board of Directors will undertake to amend the Articles of Association accordingly.

The proposed shareholder resolution corresponding with this Agenda Item is included in Annex B.

Please also see Agenda Item 12B for an additional agenda item related to the reduction of the par value of the Company’s shares, upon which this Agenda Item is conditional.

RECOMMENDATION

The Board of Directors recommends a vote FOR this Agenda Item 12A.


12B	Approval of Reducing the Par Value of the Company’s Shares

PROPOSAL OF THE BOARD OF DIRECTORS

The purpose of this Agenda Item is to change the par value of the registered shares of the Company to $0.10. This Agenda Item is conditional upon the approval of Agenda Item 12A regarding redenominating the currency of the Company’s share capital from Swiss francs to U.S. dollars.

In order to accomplish this, and subject to the approval of Agenda Item 12A, the current par value of Company’s share capital, denominated in Swiss francs, must first be reduced to CHF 0.08414, which is the Swiss franc equivalent of $0.10. Therefore, the Board of Directors proposes (i) to reduce the par value of each fully paid registered share of the Company by CHF 0.01586, from CHF 0.10 to CHF 0.08414 per share, and allocate the aggregate par value reduction amount of CHF 13,684,259.50788 to the Company’s statutory capital reserves from capital contribution, and (ii) that the Articles of Association of the Company be amended accordingly.

The proposed shareholder resolution and the proposed amendments to the Company’s Articles of Association corresponding to this Agenda Item are included in Annex C. In Annex B and Annex C, we refer to this Agenda Item as the “Par Value Reduction Proposal.”

EXPLANATION

The Board of Directors proposes (i) to reduce the par value of each fully paid registered share of the Company by CHF 0.01586, from CHF 0.10 to CHF 0.08414 per share, and allocate the aggregate par value reduction amount of CHF 13,684,259.50788 to the Company’s statutory capital reserves from capital contribution, and (ii) that the Articles of Association of the Company be amended accordingly.

The purpose of this Agenda Item is to achieve a par value per share of $0.10. The Board of Directors believes that if Agenda Item 12A is approved, managing the Company’s share capital, among other things, would be less complex, as the par value of the Company’s shares would be $0.10 per share instead of the fractional par value per share that otherwise results from redenominating the Company’s current CHF 0.10 par value per share into U.S. dollars directly. Accordingly, this Agenda Item 12B is conditional upon the approval of Agenda Item 12A regarding redenominating the currency of the Company’s share capital from Swiss francs to U.S. dollars.

If this proposal is approved and the Board of Directors has passed the necessary resolutions to implement Agenda Item 12A and this Agenda Item 12B, the aggregate par value amount of the capital authorization in Article 5, para. 1 of our Articles of Association as of March 8, 2024, would reflect $17,256,317.10, and the

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conditional share capital of the Company in Article 6, para. 1 of our Articles of Association, as of March 8, 2024, would reflect $14,126,209.30. Irrespective of whether this proposal is approved, the maximum number of Company shares issuable under our capital authorizations (Article 5) and our conditional share capital (Article 6) will remain unchanged.

If any registered shares of the Company are issued between the date of this proxy statement and the date that the share capital reduction is entered into the Swiss commercial register, the par value of such shares will be reduced, and the respective share capital reduction amounts will be allocated, in the same manner as described above.

In addition to the publication of certain notices, Swiss law requires that the Company’s auditor, Ernst & Young Ltd, Zurich, Switzerland, deliver a report confirming that certain rights of creditors of the Company continue after giving effect to the capital reduction. Such report is expected to be available at the 2024 Annual General Meeting. If this proposal is approved, we expect that the share capital reduction will be completed in May 2024.

The proposed shareholder resolution and the proposed amendments to the Company’s Articles of Association corresponding to this Agenda Item are included in Annex C.

RECOMMENDATION

The Board of Directors recommends a vote FOR this Agenda Item 12B.

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Approval of (A) Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan and (B) Capital Authorization for Share-Based Incentive Plans

PROPOSAL OF THE BOARD OF DIRECTORS


13A	Approval of Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan

The Board of Directors proposes that shareholders approve the amendment and restatement of the Transocean Ltd. 2015 Long-Term Incentive Plan, as amended and restated effective May 11, 2023 (the “2015 LTIP”). The proposed amendment would increase the number of shares available for issuance under the 2015 LTIP by 22,500,000 shares, and if shareholders approve Agenda Item 12A, references in the 2015 LTIP to the par value of our shares would be updated from CHF to USD.

EXPLANATION

In order to effectively execute our business strategy, it is essential for us to manage our talent in an industry where there is intense competition for qualified individuals. We need to (i) attract highly qualified new industry professionals and (ii) reward and retain our experienced professionals. We believe that the issuance of equity-based incentive compensation is a key component of our comprehensive human resource strategy, and that equity-based incentives promote and sustain the progress, growth and profitability of the Company by:

■ attracting, motivating and retaining individuals of high ability;

■ reinforcing a pay-for-performance culture;

■ aligning the interests of our employees with that of the Company; and

■ providing incentives and rewards to employees who are in a position to contribute to the success and long-term objectives of the Company.

The competition for highly-qualified talent has increased the importance of equity-based compensation as a key component for employee recruitment and retention and the need for available shares under an equity compensation plan. The Company granted awards under the 2015 LTIP to 146 individuals in 2023; six of whom were Executive Officers and 10 of whom were non-employee directors.

We believe we have demonstrated our commitment to sound equity compensation practices. Management and our Board of Directors are cognizant of the expense attributable to compensatory share awards, as well as dilution, and strive to maintain both at appropriate levels in order to realize the significant motivational and performance benefits that may be achieved from making such awards.

As of March 8, 2024, we determined that the dilution attributed to the 2015 LTIP was approximately 2.73% and would increase to approximately 6.94%, in the aggregate, upon approval of 22,500,000 additional share reserves. The three-year average annual percentage of the Company’s outstanding shares issued under equity incentive plans or the Company’s “burn rate” was 1.11%, well below the Institutional Shareholder Services (“ISS”) benchmark for our industry of 2.18%. We believe that it is important that meaningful equity-based long-term incentives remain a significant element of our compensation program throughout the business cycle of our industry. We may also increase cash compensation during such periods relative to our historical practices to limit the amount of dilution from equity awards.

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The table below shows information as of March 8, 2024, with regard to all of our share-settled equity plans:


Total Stock Options Outstanding	4,069,334
Total Restricted Share Awards/Units Outstanding	11,973,129
Total Performance Share Awards/Units Outstanding	8,049,270
Total Common Shares Outstanding	819,579,665
Weighted-Average Exercise Price of Stock Options Outstanding	$9.53
Weighted-Average Remaining Duration of Stock Options Outstanding	3.74 years
Total Shares Available for Issuance Under the 2015 LTIP	14,543,178

DESCRIPTION OF THE 2015 LTIP

The Company believes that the 2015 LTIP incorporates state-of-the-art governance best practices, and a summary description of the material features of the 2015 LTIP is set forth below.

The 2015 LTIP plan document is attached to this proxy statement as Appendix C and is incorporated by reference into this proposal. As further described below, the 2015 LTIP will be amended and restated to provide for an increase of 22,500,000 shares available for issuance as long-term incentive awards.

Highlights of the 2015 LTIP include:

■ Fungible share pool. The 2015 LTIP uses a fungible share pool under which each share issued pursuant to a restricted share award or restricted share unit (including performance awards) will reduce the number of shares available under the 2015 LTIP by 1.68 shares, and each share issued pursuant to awards other than restricted share awards and restricted share units will reduce the number of shares available by 1.0 share.

■ No liberal share counting. The 2015 LTIP prohibits the reuse of shares withheld or delivered to satisfy the exercise price of, or to satisfy tax withholding requirements for any awards under the 2015 LTIP. The 2015 LTIP also prohibits “net share counting” upon the exercise of options or stock appreciation rights (or SARs) and the use of shares reacquired in the open market or otherwise using cash proceeds from the exercise of stock options.

■ No repricing or reloading of stock options or SARs; no cash outs. The 2015 LTIP prohibits the direct or indirect repricing of stock options or SARs without shareholder approval and also prohibits the repurchase by the Company of outstanding stock options or SARs with an exercise price higher than the current fair market value.

■ Clawback. All equity awards allow for the cancellation of outstanding awards for actions that are inconsistent with our Code of Integrity.

■ No discounted stock options or SARs. All stock options and SARs must have an exercise price or base price equal to or greater than the fair market value of the underlying shares on the date of grant.

■ Definition of change of control. The 2015 LTIP defines “change of control” in a manner such that a change of control would not be deemed to occur until the actual consummation of the event that results in the change of control.

■ No automatic vesting on a change of control. The terms of the 2015 LTIP do not provide for automatic single-trigger vesting upon the occurrence of a change of control. The 2015 LTIP was further amended in 2020 to remove Compensation Committee discretion to treat a change of control as a specific vesting event.

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■ Minimum vesting. All awards shall have a minimum vesting period or restriction period of one year from grant date; provided, however, that awards with respect to up to five percent (5%) of the shares available for awards may be issued without regard to this limitation.

■ No dividends or dividend equivalents on options, SARs or unvested awards. The terms of the 2015 LTIP do not permit dividends or dividend equivalents to be made a part of an award of stock options or SARs and do not permit payment of dividends or dividend equivalents with respect to any awards that are unvested. The terms of the 2015 LTIP, as amended in 2020, clarified that no dividends shall be paid with respect to unvested restricted shares and no dividend equivalents shall be paid with respect to unvested restricted share units or performance unit awards.

■ Administered by an independent committee. The Compensation Committee, which is made up entirely of independent directors, has ultimate administration authority for the 2015 LTIP.

Shares Available for Award and Share Counting

When originally adopted, the 2015 LTIP reserved a total of 19,500,000 shares for awards, plus the remaining shares from a prior long-term incentive plan that had not been granted. In 2018, 2020, 2021 and 2023 amendments to the plan were approved for additional reserves in the aggregate amount of 12,000,000, 30,000,000, 23,000,000 and 30,000,000 shares, respectively. Subject to shareholders’ approval of the proposed amendment and restatement of the 2015 LTIP, an additional 22,500,000 shares will be reserved for awards under the 2015 LTIP.

Awards under the 2015 LTIP will reduce the shares available for grant under the 2015 LTIP as follows: each share issued pursuant to a restricted share award or restricted share unit will reduce the number of shares available under the 2015 LTIP by 1.68 shares, and each share issued pursuant to awards other than restricted share awards and restricted share units will reduce the number of shares available by 1.0 share.

Any of the authorized shares may be used for any of the types of awards described in the 2015 LTIP. Shares related to performance awards that are payable solely in cash, which include performance share units to be awarded under the 2015 LTIP, will not be counted against the aggregate number of shares available under the 2015 LTIP. The aggregate fair market value of awards of options and SARs that may be granted to any employee in any calendar year each may not exceed $10,000,000 taking into account the grant date value of the shares subject to such awards without regard to the exercise price associated with such awards. No employee may be granted restricted shares, restricted share units or other share-based awards with an aggregate fair market value in excess of $10,000,000, taking into account the grant date value of the shares subject to such awards. In addition, the maximum amount that may be granted to an employee pursuant to awards that may be settled in cash in any calendar year may not exceed grant date value of $5,000,000. The maximum award value that may be granted to a non-employee director in any calendar year may not exceed $1,000,000.

If any shares subject to an award under the 2015 LTIP are forfeited, expire, are settled for cash or otherwise cancelled, then, in each case, the shares subject to the award may be used again for awards under the 2015 LTIP to the extent of the forfeiture, expiration, cash settlement or cancellation. The shares will be added back as (a) 1.68 shares for every share if the shares were subject to restricted share awards, restricted share units or performance units granted and (b) as 1.0 share for every share if the shares were subject to awards other than restricted share awards, restricted share units or performance units granted.

The following shares will not be added to the shares authorized for grant as described above:

(i)

shares tendered by the participant or withheld by us in payment of the purchase price of an option;

(ii)

shares tendered by the participant or withheld by us to satisfy any tax withholding obligation with respect to an award;

(iii)

shares that are not issued due to net settlement of an award; and

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(iv)

shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of options.

The 2015 LTIP provides for appropriate adjustments in the event of a merger, demerger, consolidation, recapitalization, stock split, combination of shares, plan of exchange, share dividend or similar transaction involving the Company.

Administration

The Compensation Committee of the Board of Directors has overall authority to administer the 2015 LTIP. The Board may designate another committee or committees to administer the 2015 LTIP.

Eligible Participants

All employees of the Company or any of its subsidiaries and all non-employee directors are eligible to participate in the 2015 LTIP.

Types of Awards

The 2015 LTIP authorizes the issuance of the following types of awards:

■ Nonqualified and Incentive Stock Options. Nonqualified stock options and incentive stock options may be granted under the 2015 LTIP. The exercise price of options may not be less than the fair market value of our shares on the date of grant and no option may be exercised after the expiration of 10 years from the date of grant. The fair market value of our shares is determined by reference to the reported closing price on the NYSE. An option may be exercised only to the extent that the option is vested in accordance with a schedule determined by the Compensation Committee in its sole discretion.

■ Stock appreciation rights or SARs. SARs may be granted to participants under the 2015 LTIP. The exercise price of a SAR may not be less than the fair market value of our shares on the date of grant and no SAR may be exercised after the expiration of 10 years from the date of grant. The payment of the appreciation associated with the exercise of a SAR will be made by the Company in shares of our common stock or in cash as determined by the Compensation Committee. A SAR may be exercised only to the extent that the SAR is vested in accordance with a schedule determined by the Compensation Committee in its sole discretion.

■ Restricted share awards and restricted share units. Restricted share awards and restricted share units, or RSUs, may be granted under the 2015 LTIP. Restricted share awards and RSUs granted under the 2015 LTIP will vest in accordance with a schedule or achievement of certain performance or other criteria as determined by the Compensation Committee. Upon termination of service or employment prior to vesting, the restricted shares or RSUs will be forfeited, unless otherwise determined by the Compensation Committee. The Compensation Committee has the discretion to grant a holder of restricted shares the right to vote such shares and to receive dividends, provided that no dividends may be paid with respect to unvested restricted shares. RSUs do not entitle a holder to any of the rights of a shareholder with respect to the shares; however, the Compensation Committee has the discretion to grant dividend equivalents with respect to the RSUs provided that no dividend equivalents may be paid with respect to an RSU that has not vested.

■ Performance awards. Performance awards may be granted under the 2015 LTIP. Performance awards issued under the 2015 LTIP will become payable in accordance with the achievement of certain performance or other criteria as determined by the Compensation Committee, provided that a performance period may be no less than one year in duration. Performance measures may be based on the achievement of one or more of the following: (1) increased revenue; (2) net income measures (including but not limited to income after capital costs and income before or after taxes); (3) share price measures (including but not limited to growth measures and total shareholder return); price per share; market share; earnings per share (actual or targeted growth); (4) earnings before interest, taxes, depreciation, and amortization (“EBITDA”); (5) economic value added (or an equivalent

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metric); (6) market value added; (7) debt to equity ratio; (8) cash flow measures (including but not limited to cash flow return on capital, cash flow return on tangible capital, net cash flow and net cash flow before financing activities, cash flow value added, cash flow return on market capitalization); (9) return measures (including but not limited to return on equity, return on average assets, return on capital, risk-adjusted return on capital, return on investors’ capital and return on average equity); (10) operating measures (including operating income, funds from operations, cash from operations, after-tax operating income; sales volumes, production volumes and production efficiency); (11) expense measures (including but not limited to overhead cost and general and administrative expense cost control and project management); (12) margins; (13) shareholder value; (14) total shareholder return; (15) proceeds from dispositions; (16) total market value and corporate values measures (including ethics compliance, environmental, human resources development and safety); and (17) any other measure as determined by the Compensation Committee.

■ Cash awards. Cash awards may be granted under the 2015 LTIP and may be made subject to a vesting schedule or other performance measures as determined by Compensation Committee.

Minimum Vesting Requirements

All awards shall have a minimum vesting period or restriction period of one year from the grant date; provided, however, that awards with respect to up to five percent (5%) of the shares available for awards may be issued without regard to such limitations.

Prohibitions Related to Stock Options and SARs

Unless the approval of shareholders is obtained first, the 2015 LTIP does not permit (a) repricing of stock options or SARs after the grant date, (b) accepting outstanding stock options or SARs for surrender as consideration for the grant of a new option or SAR with a lower exercise price or for the grant of another award, (c) repurchasing from award recipients any outstanding stock options or SARs that have an exercise price higher than the current fair market value of a share, or (d) granting any stock option or SAR that contains a "reload" feature under which additional stock options, SARs or other awards are granted automatically upon exercise of the original stock option or SAR. The 2015 LTIP also prohibits dividends and dividend equivalents with respect to stock options and SARs.

Treatment of Awards Upon Certain Events

Retirement, Death, or Disability. The Committee may, in its sole discretion, accelerate the vesting of unvested awards or waive, eliminate or make less restrictive the restrictions or provisions governing awards or otherwise amend or modify awards in the case of retirement from employment or service on the Board, death, disability, or any other termination event, except that any modification may not be materially adverse to the award recipient unless the recipient has consented to the modification or the modification relates to a merger, reorganization or similar transaction.

Termination and Agreement

The 2015 LTIP may be terminated or amended by the Board. Shareholder approval is required for any amendment to the 2015 LTIP if (i) such approval is necessary or desirable to qualify or comply with any tax or regulatory requirement for which or with which the Board of Directors deems it necessary or desirable to qualify or comply; or (ii) in the opinion of counsel to the Company, shareholder approval is required by any federal or state laws or regulations or the rules of any stock exchange on which the shares may be listed.

Transferability

Awards are not transferable except by will or by the laws of descent and distribution.

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U.S. Federal Income Tax Consequences

Under current federal tax law, the following are the U.S. federal income tax consequences generally arising with respect to restricted shares, performance shares, options and other awards granted under the 2015 LTIP. The discussion is not a complete analysis of all federal income tax consequences and does not cover all specific transactions which may occur.

Absent the filing of a Section 83(b) election with the IRS, no income will be recognized by a participant for U.S. federal income tax purposes upon the grant of restricted shares, performance shares or other stock awards. Upon the vesting of a restricted stock award and transfer of stock or cash in connection with an RSU for which no payment was made by the participant, the participant will recognize ordinary income in an amount equal to the fair market value of the shares. Income recognized upon vesting by, and transfer of shares to, a participant who is an employee will be considered compensation subject to withholding at the time the income is recognized and, therefore, the Company must make the necessary arrangements with the participant to ensure that the amount of tax required to be withheld is available for payment. Stock awards provide the Company with a deduction equal to the amount of income recognized by the participant, subject to certain deduction limitations. A participant's adjusted basis in the shares received through stock awards is equal to any ordinary income related to the award recognized by the participant. If a participant thereafter sells the shares, any amount realized over (under) the adjusted basis of the shares will constitute capital gain (loss) to the participant for U.S. federal income tax purposes. If a participant forfeits an award prior to its vesting, the participant will not recognize any ordinary income as a result of such forfeiture, and no deduction will be provided to the Company.

Upon the grant of restricted shares, the participant may file an election under Section 83(b) of the Internal Revenue Code (the “Code”) to accelerate the recognition of ordinary income to the grant date of the award. Such ordinary income is equal to the fair market value of the shares on the grant date (assuming no payment by the participant for the shares) and is considered compensation subject to withholding for employees.

There are no tax consequences associated with the grant or exercise of an incentive stock option. If a participant holds the shares acquired upon the exercise of an incentive stock option for at least one year after exercise and two years after the grant of the option, the participant will recognize capital gain or loss upon sale of the shares equal to the difference between the amount realized on the sale and the exercise price. If the shares are not held for the required period, the participant will recognize ordinary income upon disposition in an amount equal to the excess of the fair market value of the shares on the date of exercise over the exercise price, up to the amount of the gain on disposition. Any additional gain realized by the participant upon disposition will be capital gain. The excess of the fair market value of shares received upon the exercise of an incentive stock option over the option price for the shares is a preference item for purposes of the alternative minimum tax. An expense deduction by the Company in connection with the exercise of an incentive stock option is not allowed unless the participant recognizes ordinary income.

Generally, no income will be recognized by a participant for U.S. federal income tax purposes upon the grant of a nonqualified stock option. Upon exercise of a nonqualified stock option, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the shares on the date of exercise over the amount of the exercise price. Income recognized by a participant who is an employee, upon the exercise of a nonqualified stock option, will be considered compensation subject to withholding at the time the income is recognized and, therefore, the Company must make the necessary arrangements with the participant to ensure that the amount of tax required to be withheld is available for payment. Nonqualified stock options provide the Company with a deduction equal to the amount of income recognized by the participant, subject to certain deduction limitations. The adjusted basis of shares transferred to a participant pursuant to the exercise of a nonqualified stock option is the price paid for the shares plus an amount equal to any income recognized by the participant as a result of the exercise of the option. If a participant thereafter sells shares acquired upon exercise of a nonqualified stock option, any amount realized over (under) the adjusted basis of the shares will constitute capital gain (loss) to the participant for U.S. federal income tax purposes.

If a participant surrenders shares which the participant already owns as payment for the exercise price of a stock option, the participant will not recognize gain or loss as a result of such surrender. The number of shares received upon exercise of the option equal to the number of shares surrendered will have a tax basis equal to

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the tax basis of the surrendered shares. The holding period for such shares will include the holding period for the shares surrendered. The remaining shares received will have a basis equal to the amount of income the participant recognizes upon receipt of such shares. The participant's holding period for such shares will commence on the day after such exercise.

Generally, no income will be recognized by a participant for U.S. federal income tax purposes upon the grant of a SAR. Upon exercise of a SAR, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the shares on the date of exercise over the amount of the exercise price. Income recognized by a participant who is an employee, upon the exercise of a SAR, will be considered compensation subject to withholding at the time the income is recognized and, therefore, the Company must make the necessary arrangements with the participant to ensure that the amount of tax required to be withheld is available for payment. SARs provide the Company with a deduction equal to the amount of income recognized by the participant, subject to certain deduction limitations. The adjusted basis of shares transferred to a participant pursuant to the exercise of a SAR is the price paid for the shares plus an amount equal to any income recognized by the participant as a result of the exercise of the SAR. If a participant thereafter sells shares acquired upon exercise of a SAR, any amount realized over (under) the adjusted basis of the shares will constitute capital gain (loss) to the participant for U.S. federal income tax purposes.

Upon the receipt of a cash award, the participant will recognize ordinary income in an amount equal to the cash received. Income recognized upon the receipt of a cash award by a participant who is an employee will be considered compensation subject to withholding at the time the cash is received and, therefore, the Company must properly withhold the required tax.

Code Section 162(m) limits the annual tax deduction to $1 million for compensation paid by a publicly held company to its chief executive officer, its chief financial officer, and certain of the company’s other current and former executive officers.

Code Section 409A generally provides that any deferred compensation arrangement must satisfy specific requirements, both in operation and in form, regarding (1) the timing of payment, (2) the election of deferrals, and (3) restrictions on the acceleration of payment. Failure to comply with Code Section 409A, if applicable, may result in the early taxation (plus interest) to the participant of deferred compensation and the imposition of a 20% penalty and an interest charge penalty on the participant’s deferred compensation income. The Company intends to structure awards under the 2015 LTIP in a manner designed to be exempt from or compliant with Code Section 409A.

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WHY SHOULD YOU VOTE TO APPROVE THE AMENDMENT?

WWithout equity compensation, we could lose employees or be forced to pay more compensation in cash. If equity compensation is not available, we could face the choice of losing our most valuable employees or using cash-based long- term incentives to compensate employees, which would not be the best use of our liquidity during this difficult market period and could result in a misalignment of the interests of our employees and shareholders.

We use equity compensation to align employee and shareholder interests. Equity compensation is a critical means of aligning the interests of our employees with those of our shareholders and provides a strong pay-for-performance link between the compensation provided to executives and the Company’s performance.

We grant shares that must be earned by our executives. Over one-half of the value of awards to our named executive officers are subject to achieving a pre-determined level of shareholder returns compared to our industry peer group.

We have equity ownership requirements. We apply meaningful ownership requirements to our executives to ensure a significant ownership stake in our Company. This further aligns the interests of our executives with those of our shareholders.

The 2015 LTIP incorporates state-of-the-art governance best practices. The 2015 LTIP meets governance best practices standards for employee incentive plans.

■ We must attract, motivate and retain individuals of high ability. The ability to issue equity is fundamental to our compensation strategy. Our success is dependent, in large part, on our ability to use equity compensation to attract, motivate and retain experienced and highly capable people.

■ We have a disciplined annual share granting practice. Our burn rate has averaged 1.11% over the past three years. For comparison purposes, our average burn rate over the past three and five years are both well below the ISS cap of 2.18% for Russell 3000 companies in the energy industry.

■ Without equity compensation, we could lose employees or be forced to pay more compensation in cash. If equity compensation is not available, we could face the choice of losing our most valuable employees or using cash-based long- term incentives to compensate employees, which would not be the best use of our liquidity and could result in a misalignment of the interests of our employees and shareholders.

■ We use equity compensation to align employee and shareholder interests. Equity compensation is a critical means of aligning the interests of our employees with those of our shareholders and provides a strong pay-for-performance link between the compensation provided to executives and the Company’s performance.

■ We grant shares that must be earned by our executives. Over one-half of the value of awards to our Named Executive Officers are subject to achieving a pre-determined level of shareholder returns compared to our industry peer group.

■ We have equity ownership requirements. We apply meaningful ownership requirements to our executives to ensure a significant ownership stake in our Company. This further aligns the interests of our executives with those of our shareholders.

■ The 2015 LTIP incorporates state-of-the-art governance best practices. The 2015 LTIP meets governance best practices standards for employee incentive plans.

RECOMMENDATION

The Board of Directors recommends a vote FOR this Agenda Item 13A.


13B	Approval of Capital Authorization for Share-Based Incentive Plans

PROPOSAL OF THE BOARD OF DIRECTORS

The Board of Directors proposes that its authority to issue shares using a capital authorization to satisfy the Company’s equity incentive plans obligations be reapproved, and any share issuances thereunder be limited to 22,500,000 shares, corresponding to approximately 2.61% of the Company’s issued share capital as of March 8, 2023, for a five-year period expiring on May 16, 2029.

The proposed amendments to the Articles of Association in respect of this Agenda Item 13B are included in Annex A.

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	AGENDA ITEM 13

EXPLANATION

The Board of Directors believes that the Company must be able to satisfy its obligations to deliver shares under its equity incentive plans in effect from time to time. The number of shares that the Company seeks authorization to issue under the capital authorization described in this Agenda item 13B is approximately equivalent to the number of shares that would be issuable under the 2015 LTIP if shareholders approve Agenda item 13A. All shares under the proposed authorization would be issuable without advance subscription rights or preemptive rights as provided for in our Articles of Association in accordance with the Swiss Code, and used to satisfy the share delivery requirements pursuant to the Company’s equity incentive plans in effect from time to time.

Additionally, under Swiss law, the existing share authorization to issue shares in connection with the satisfaction of our obligations to deliver shares under our equity incentive plans, which we received at the 2023 Annual General Meeting, will lapse prior to its original expiration date of May 11, 2028, if shareholders approve the proposal to redenominate the currency of the Company’s share capital pursuant to Agenda Item 12A. The Board of Directors believes that the authorization under this Agenda Item 13B is advisable for shareholders to approve for the Company to be able to satisfy its obligations to deliver shares under its equity incentive plans, consistent with the authorization granted at the 2023 Annual General Meeting.

As of March 8, 2024, the issued share capital of the Company consisted of 862,815,858 shares. The current proposal would grant the Company authority to issue 22,500,000 additional shares pursuant to this authorization for a five-year period expiring May 16, 2029.

RECOMMENDATION

The Board of Directors recommends that you vote FOR this Agenda Item 13B.

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CORPORATE GOVERNANCE

WE ARE COMMITTED TO UPHOLDING HIGH STANDARDS OF CORPORATE GOVERNANCE AND BUSINESS CONDUCT AND BELIEVE THAT OUR ACTIONS HAVE REFLECTED OUR LONG-STANDING ADHERENCE TO THOSE HIGH STANDARDS.

■ We annually review and, as necessary, update our Corporate Governance Guidelines and our Code of Integrity.

■ We conduct online mandatory training for our employees and officers on our Code of Integrity and other relevant compliance topics.

■ We also require all of our officers and managerial and supervisory employees to certify compliance with our Code of Integrity each year and to proactively report any non-compliance they may discover.

■ Management and the Board of Directors solicit and are responsive to shareholder feedback that informs our governance practices.

The Corporate Governance Committee of the Board of Directors evaluates the Company’s and the Board of Directors’ governance practices and formally reviews, at least annually, all committee charters, with recommendations from the various committees of the Board of Directors, and the Board of Directors’ governance principles. The Corporate Governance Committee receives updates at each meeting regarding new developments in the corporate governance arena. Our Corporate Governance Guidelines and committee charters also require, among other things, that each committee and the Board of Directors annually conduct a self-evaluation of their own performance. The evaluation provides an opportunity for an assessment of each member of the Board of Directors.

Director Share Holding Requirement


Non-Management Director	5x Annual Cash Retainer

Chief Executive Officer	6x Base Pay

We have equity ownership guidelines for directors that require each current non-management director to acquire and retain a number of our shares and/or restricted units at least equal in value to an amount five times the director’s annual cash retainer. Each new director is required to acquire and retain such number of shares, and/or restricted units during his or her initial five years as a director. Jeremy D. Thigpen, our Chief Executive Officer, is subject to separate officer share ownership guidelines providing for a more stringent requirement of six times his base pay. In connection with such ownership requirement, the Board of Directors currently grants restricted share units to each of our non-management directors. See Compensation Discussion and Analysis for more information about these guidelines.

Restrictions on Pledging, Hedging and Margin Accounts

Pursuant to our Insider Trading Policy, employees, officers and directors are restricted from pledging, hedging or holding shares in a margin account.

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Governance Documents

Our current governance documents may be found on our website at www.deepwater.com by selecting the Governance page in the Investors section dropdown. Among the information you can find there is the following:


Articles of Association	Organizational Regulations	Corporate Governance Guidelines
Audit Committee Charter	Corporate Governance Committee Charter	Compensation Committee Charter
Finance Committee Charter	Health, Safety, Environment and Sustainability Committee Charter	Mission Statement
FIRST Shared Values	Code of Integrity	Gender Pay Gap Regulations
Human Rights Report	Tax Principles Statement	Human Rights Policy
Sustainability Report	HSE Policy	Quality Policy

Information contained on our website is not part of this proxy statement.

Sustainability

As a business in the energy industry, we must operate with integrity, discipline and an unconditional respect for our people, our communities and our environment. Our Senior Vice President, Human Resources, Sustainability and Communications partners with our other functional leadership to manage and execute our sustainability program, including investments in:

■ Technologies that improve the safety, reliability and efficiency of our assets and to reduce the impact our operations have on the environment.

■ Safety and training programs and tools to protect our people, assets and the environments in which we operate.

■ Recruiting, developing, retaining and motivating the industry’s most talented and geographically diverse workforce.

■ Benefits to promote employee health, well-being and financial security.

■ Programs to support the global communities in which we operate.

Our Board of Directors provides oversight of the Company’s sustainability practices. The Board of Directors’ Health, Safety, Environment and Sustainability (“HSES”) Committee assists the Board of Directors in fulfilling its oversight of the Company’s management of risk in the areas of health, safety, environment and sustainability. The Board of Directors’ Audit Committee is responsible for reviewing with Company management the environmental, social and governance (“ESG”) disclosures and the adequacy and effectiveness of internal controls related to those disclosures. The Board of Directors’ Corporate Governance Committee reviews updates from Company management regarding the Company’s sustainability activities as they pertain to the Board of Directors and management diversity.

For more information on our sustainability efforts, please see our most recent sustainability report on our website by selecting the Sustainability, Health, Safety and Environment page from the “About” tab on www.deepwater.com and scrolling down to the sustainability report. Information, including our sustainability report, contained on or accessible from our website is not incorporated by reference into this proxy statement and should not be considered a part of this report or any other filing that we make with the SEC. Furthermore, references to our website URLs are intended to be inactive textual references only.

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Environmental Stewardship

Our approach to managing and minimizing our environmental impact is driven by our pursuit of operational efficiencies and our continued focus on innovative technologies to improve safety. Our President and Chief Operating Officer administers our Environmental Management System (“EMS”), which applies to all Transocean facilities onshore and offshore. These policies govern our management of waste, water and other resources in our facilities, aid in our compliance with all regulatory requirements, and guide the evaluation of our environmental performance. Our EMS, paired with our Operations Management System, sets forth the standards and processes for how our teams identify, consider and mitigate potential environmental impacts when planning and executing our operations. Consistent with our internal policies, we maintain individual rig energy management plans, which are aligned with ISO 50001 and International Maritime Organization (IMO) SEEMP frameworks, for all active rigs.

Our Workforce and Our Community

Respectful, Inclusive and Safe Workplace

We endeavor to provide those who work at Transocean with an inclusive, supportive, safe and respectful environment in which they can flourish. We periodically assess our workplace and adapt our practices and policies to ensure that our approach reflects contemporary norms and meets the needs and expectations of current and future talent. Our aim is to recruit, develop, and retain the best workforce in the offshore drilling industry. As a company with an international operational and customer base, we view the diversity of our workforce as a key factor in our success.

Safety

Our safety program focuses on three key components: personal safety, process safety and occupational health. We conduct our business while prioritizing both the health and safety of our people and the integrity of our operations. Our safety vision is to conduct our operations in an incident-free workplace, all the time, everywhere. Underpinning this vision is our robust Company Management System, which details the policies and tools employed by our teams to complete their work safely, efficiently, and effectively. In 2023, our Company TRIR, which represents the number of recordable work-related injuries or illnesses for every 200,000 hours worked, of 0.23 improved on our prior year’s performance, demonstrating the consistency of our execution and prioritization of safety in all our operations. We extended our safety program to focus more on leading indicators of safety performance, and in particular, workplace assurance and verification conversations, branded as WorkSight. In tracking the frequency and quality of these conversations, our HSE team can proactively provide additional coaching and support to our offshore rig teams, and we are seeing positive trends in our safety performance, such as a decline in the severity of incidents.

For more information on our safety performance, please see our Compensation Discussion and Analysis.

Training

Our offshore Competency Assurance Management System is accredited by the Offshore Petroleum Industry Training Organization and ensures that offshore workers in critical positions are equipped to gauge the skills and competencies needed to perform the assigned role. Competency Assessment Programs and training requirements are specified on our corporate training matrix, which is reviewed and approved by our internal training board annually. Personnel are regularly trained in accordance with our matrix and assessed to ensure they maintain the knowledge needed to safely and effectively execute their job duties. Compliance with the training matrix is managed and tracked to ensure that all employee skillsets and competencies remain current.

We address training requirements in an effective and pragmatic manner through a variety of mechanisms, including formal training courses, e-learning, virtual training simulations and supervised on-the-job training modules. To facilitate training during the pandemic, we prioritized the use of virtual and on-demand e-learning courses, reducing the need for travel and in-person formats. As pandemic travel restrictions have eased, we

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have maintained remote options and started to reintroduce in-person formats. Our training simulators at our Houston facility enhance crew education on the management of complex drilling, engineering and dynamic positioning scenarios. The training simulators also offer training on advanced well control techniques and facilitate the assessment of the competencies and knowledge of our crews in a zero-risk environment.

Social Responsibility/Community Partnership

We embrace our role as a global corporate citizen, and we aim to positively impact communities where we live and operate. Our support focuses on education, health and well-being and environmental conservation and restoration. Some examples of the community organizations with which we have partnered include the Galveston Bay Foundation, Houston Food Bank, Udaan Foundation (India), Texas Children’s Hospital Heart Center (International Programs), and Women Offshore Foundation.

Industry Leadership

As an industry leader, we are mindful of our responsibility in influencing and setting the standards that guide best practices. We continue to actively participate on committees and in events sponsored by:

■ American Petroleum Institute

■ Energy Education Foundation (formerly Oilfield Energy Center)

■ International Association of Drilling Contractors

■ International Marine Contractors Association

■ The Ion Houston

■ Greater Houston Partnership

■ National Ocean Industries Association

■ Offshore Energies UK (formerly OGUK)

■ Rice University’s Baker Institute for Public Policy Center for Energy Studies

■ Society of Petroleum Engineers

■ Women Offshore

Data Privacy and Information Security

Transocean’s information security and safety culture includes a commitment to following cybersecurity best practices with both personal and business data. We have established protocols and technology focused on maintaining the privacy of personal information disclosed to us by employees, their families and other sources. We are also committed to maintaining the security and integrity of personal data regarding contractors, directors, shareholders and customers.

In addition, our safety culture extends to our digital assets. We maintain strong information security, cybersecurity principles and governance support to protect our rigs and the data processed throughout every aspect of our enterprise. Our Audit Committee meets quarterly with the Company’s Chief Information Officer and Director of Cybersecurity to review any material cybersecurity matters that may affect the Company, and thereafter provides regular updates to the Board of Directors, as appropriate. Our principles and technologies enhance the resiliency of our operations and protect our business moving forward. For additional information about our cybersecurity program, see “Item 1C. Cybersecurity” in our annual report on Form 10-K for the year ended December 31, 2023.

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Risk Management

Executive management is responsible for the day-to-day management of the risks the Company faces, while our Board of Directors, including through its various committees, has responsibility for the oversight of risk management for the Company. Through its oversight role and review of management’s active role, the Board of Directors seeks to ensure that (1) the risk management processes designed and implemented by management (as more particularly described below) are adapted to and integrated with the Company’s corporate strategy, (2) that those processes are functioning as designed, and (3) that steps are taken to foster a culture in which each employee understands his or her impact on the assessment and management of risk, his or her responsibility for acting within appropriate limits, and his or her ultimate accountability.

The Company has an enterprise risk management process and framework, which includes an Executive Risk Management Committee and a Risk Committee Working Group. The Executive Risk Management Committee is composed of members of senior management, including our Chief Executive Officer and other members of management in key functions of the Company. The Risk Committee Working Group is composed of representatives of all key functions of the Company. The duties of the Executive Risk Management Committee and the Risk Committee Working Group include the following:

■ reviewing and approving appropriate changes to the Company’s policies and procedures regarding risk management;

■ identifying and assessing operational, commercial, strategic, financial, information security, cybersecurity, macroeconomic and geopolitical risks facing the Company;

■ identifying risks and taking corrective actions, within their respective functions, if appropriate; monitoring key indicators to assess the effectiveness and adequacy of the Company’s risk management activities; and

■ communicating with the Board of Directors at least once a year with respect to risk management.

The Executive Risk Management Committee and/or members of management present reports on risk management activities to the Board of Directors at least annually. The Risk Committee Working Group identifies risks facing the Company, makes an assessment of each risk, identifies preventive and mitigating controls and then makes recommendations for improvement opportunities to senior management, as appropriate. Our management and Board of Directors continue to assess and respond to various risks that affect our industry, our Company and our employees, including but not limited to, operational offshore drilling risks, public health threats, such as pandemics and epidemics, information security, market fluctuations among commodities and the costs and accessibility of goods and services procured throughout our supply chain.

Compensation and Risk

We regularly assess risks related to our compensation programs, including our executive compensation programs. The Compensation Committee reviews information and solicits input from an independent compensation consultant regarding compensation factors, which could mitigate or encourage excessive risk-taking. In its review in 2023, the Compensation Committee considered the attributes of our programs, including the metrics used to determine incentive awards, the weight of each metric, the timing and processes for setting performance targets and validating results, the performance measurement periods and time horizons, the total mix of pay and the maximum compensation and incentive award payout opportunities. Based on the Committee’s assessment, the Committee believes that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse change on the Company.

Independence of Our Board of Directors

Our Corporate Governance Guidelines require that at least a majority of the members of the Board of Directors meet the independence standards set by the NYSE. In order to meet the NYSE’s independence standards, a member of the Board of Directors must not have a relationship with the Company that falls within certain

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objective categories established by the NYSE. In addition, the Board of Directors must then affirmatively determine, with respect to each director and nominee, that he or she did not otherwise have a material relationship with the Company. There is no family relationship between any of our directors.

The Board of Directors has determined that its current members and nominees, with the exception of Jeremy D. Thigpen (the Company’s Chief Executive Officer), are independent and meet the applicable independence standards set by the NYSE, the SEC and our guidelines. Additionally, our Compensation, Audit and Corporate Governance Committees are composed solely of directors who meet the applicable NYSE and SEC independence standards for membership on these committees, including the enhanced independence standards required for Compensation and Audit Committee, as applicable.

In making its independence determinations, the Board of Directors considered the fact that certain current and former directors, as described below, are or within the past three years have been directors or officers of, or have had relationships with, companies with which we conduct business in the ordinary course.

The Board of Directors also considered the transactions with these companies and believes they were on arm’s-length terms that were reasonable and competitive.

■ Since 2016, Mr. Curado has been a non-executive director of ABB Ltd, from which the Company has purchased rig-related services and equipment.

■ Mr. Curado’s son began working in the corporate audit department of General Electric Company (“GE”) in 2017. GE sold its interest in Baker Hughes in 2019, and his son continues to work as a finance manager for Baker Hughes. Baker Hughes has provided services or products to the Company.

■ From 2010 to 2022, Mr. Deaton served as a non-executive director of Air Products and Chemicals, Inc., from which the Company rented and purchased rig-related products and equipment.

■ Mr. Dell’Osso’s cousin works as an executive director for Lazard, which has provided professional services to the Company.

■ From 2007 to 2019, Diane de Saint Victor was General Counsel and Company Secretary of ABB Ltd. She continued as Company Secretary of ABB Ltd. until March 31, 2020. The Company has purchased rig-related products and services from ABB Ltd. Ms. de Saint Victor completed her service on the Board of Directors following the 2023 Annual General Meeting.

■ As of March 8, 2024, Mr. Mohn was the beneficial owner of approximately 85.8 million Company shares, corresponding to approximately 10.47% of the Company’s outstanding shares. The Board of Directors evaluated Mr. Mohn’s overall beneficial ownership of shares and concluded that his ownership of shares would not affect his independence or service as a director of the Company, and that he meets the standards for independence adopted by the SEC and the NYSE.

■ In November 2022, Mr. Mohn beneficially acquired a noncontrolling 13.33% interest in Liquila Ventures Ltd. (“Liquila”), a joint venture company owned by a subsidiary of the Company, Lime Rock Partners and Perestroika AS, formed to acquire the ultra-deepwater drillship, Deepwater Aquila, in exchange for $10 million. On September 15, 2023, the Company purchased the outstanding 13.33% interests in Liquila beneficially owned by Mr. Mohn in exchange for approximately 2.0 million Company shares, which at that time, reflected an aggregate value of approximately $16.4 million.

■ From 2021 to 2023, Ms. Øvrum served as a director of private company Fjordbase Holding from which the Company has purchased rig-related services.

■ Ms. Øvrum serves as a director of Harbour Energy plc, a customer of the Company, and TechnipFMC plc, from which the Company has purchased rig-related products and services.

Accordingly, the Board of Directors concluded that the relationships described above have no effect on the independence of these directors. Because of our extensive operations, transactions and director relationships, transactions of this nature are expected to take place in the ordinary course of business in the future.

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Board Retirement

Pursuant to our Corporate Governance Guidelines, each member of our Board of Directors must retire from the Board of Directors at the annual general meeting following his or her 75th birthday or after he or she has served on the Board of Directors for 15 years, whichever occurs first.

Executive and Director Compensation Process

Our Compensation Committee has established an annual process for reviewing and establishing executive compensation levels. An outside consultant, Pay Governance LLC (“Pay Governance”), retained by the Compensation Committee has provided the Compensation Committee with relevant market data and alternatives to consider in determining appropriate compensation levels for each of our executive officers. Pay Governance has served as the Compensation Committee’s outside consultant since February 2011. Our Chief Executive Officer also assists the Compensation Committee in the process of setting the compensation for other executives. For a more thorough discussion of the roles, responsibilities and process we use for setting executive compensation, see “Compensation Discussion and Analysis.”

Director compensation is set by the Board of Directors upon a recommendation from the Compensation Committee. Since 2015, director compensation is also subject to shareholder approval at the Company’s annual general meetings. Each calendar year, the Compensation Committee reviews the compensation paid to our directors to ensure it is competitive to attract and retain qualified directors. Pay Governance has gathered data regarding director compensation at (1) certain similarly sized companies in the general industry, as well as (2) the same peer group of companies generally utilized in the consideration of executive compensation, each of which, among other data points, are considered in determining appropriate compensation levels for director compensation, as further described in the Compensation Discussion and Analysis.

Process for Communication by Shareholders and Interested Parties with the Board of Directors

The Board of Directors has established a process whereby interested parties may communicate with the Board of Directors and/or with any individual director. Interested parties, including shareholders, may send communications in writing, addressed to the Board of Directors or an individual director, to:


	Transocean Ltd. Attention: Corporate Secretary Turmstrasse 30 6312 Steinhausen, Switzerland

The Corporate Secretary will forward these communications, as appropriate, to the addressee depending on the facts and circumstances outlined in the communication. The Board of Directors has directed the Corporate Secretary not to forward certain items, such as: spam, junk mailings, product inquiries, resumes and other forms of job inquiries, surveys and business solicitations. Additionally, the Board of Directors has advised the Corporate Secretary not to forward material that is illegal or threatening, but to make the Board of Directors aware of such material, and may request it be forwarded, retained or destroyed at the Board of Directors’ discretion.

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Policies and Procedures for Approval of Transactions with Related Persons

The Board of Directors has a written policy with respect to related person transactions pursuant to which such transactions are reviewed, approved or ratified. The policy applies to any transaction in which:

(1) the Company is a participant,

(2) any related person has a direct or indirect material interest, and

(3) the amount involved exceeds $120,000, but excludes any transaction that does not require disclosure under Item 404(a) of Regulation S-K. The Audit Committee, with assistance from the Company’s General Counsel, is responsible for reviewing, approving and/or ratifying any related person transaction.

To identify related person transactions, each year we distribute and require our directors and executive officers to complete questionnaires identifying, among other things, transactions with us in which the executive officer or director or their immediate family members have an interest. Quarterly, our directors and executive officers must re-affirm in writing that the information previously provided in their questionnaires remains accurate and complete, and provide updates regarding any related person relationships that may have arisen. Our Code of Integrity further requires that an executive officer inform the Company when the executive officer’s private interest interferes or appears to interfere in any way with our interests. In addition, the Board of Directors’ Corporate Governance Guidelines require that a director must immediately inform the Board of Directors or the Chair of the Board of Directors in the event that a director believes he or she has an actual or potential conflict with our interests. Furthermore, under our Organizational Regulations, a director must disclose and abstain from voting with respect to matters that feature unresolved conflicts of interest.

Under our related persons transaction policy, the Audit Committee considers all relevant facts and circumstances available, including the related persons involved, their relationship to the Company, their interest and role in the transaction, the proposed terms of the transaction (including expected aggregate value and value to be derived by the related person), the benefits to the Company, the availability to the Company of alternative means or transactions to obtain like benefits and the terms that would prevail in a similar transaction with an unaffiliated third party. For related person transactions that do not receive prior approval from the Audit Committee, the transactions are submitted to the Audit Committee to consider all relevant facts and circumstances and, based on its conclusions, evaluate all options, including, but not limited to, ratification, amendment or termination of the transaction. Since the beginning of 2023, there were no related person transactions where such policies and procedures were not followed.

Certain Relationships and Related Party Transactions

In connection with our acquisition of Songa in 2018, Mr. Mohn acquired beneficial ownership of $355,813,000 aggregate principal amount of Transocean Inc.’s 0.5% Exchangeable Senior Bonds due 2023 (the “2023 Exchangeable Bonds”), including 2023 Exchangeable Bonds acquired by Perestroika AS (an entity affiliated with Mr. Mohn) as part of our private exchange offers undertaken to refinance certain of Songa’s previously outstanding indebtedness. All outstanding 2023 Exchangeable Bonds were repaid at their maturity as of January 30, 2023. In connection with our acquisition of Songa, we also entered into a registration rights agreement with Perestroika AS. This registration rights agreement provided certain customary registration rights over the 2023 Exchangeable Bonds received as part of our private exchange offers undertaken to refinance certain of Songa’s previously outstanding indebtedness and provides similar customary registration rights over any shares that Perestroika AS received in the acquisition as a former shareholder of Songa or that it may acquire in the future.

In August 2020, we completed a private exchange of $355,611,000 aggregate principal amount of 2023 Exchangeable Bonds owned by Mr. Mohn, including 2023 Exchangeable Bonds owned by Perestroika AS, for $213,367,000 original principal amount of 2027 Exchangeable Bonds. In connection with the completion of this private exchange, we also entered into an amendment to the existing registration rights agreement with

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Perestroika AS to reflect, among other things, that certain of the Company’s shares issuable upon the exchange of the 2027 Exchangeable Bonds would be subject to registration rights. In April 2023, we entered into and consummated an agreement with an affiliate of Perestroika AS, pursuant to which the right to exchange all of the $213,367,000 original principal amount of 2027 Exchangeable Bonds into shares of Transocean Ltd. was exercised in accordance with the terms of the governing indenture, in exchange for nominal cash consideration.

In November 2022, Mr. Mohn beneficially acquired a noncontrolling 13.33% interest in Liquila, a joint venture company owned by a subsidiary of the Company, Lime Rock Partners and Perestroika AS, formed to acquire the ultra-deepwater drillship Deepwater Aquila, in exchange for $10 million. On September 15, 2023, the Company purchased the outstanding 13.33% interests in Liquila beneficially owned by Mr. Mohn in exchange for approximately 2.0 million Company shares, which at that time, reflected an aggregate value of approximately $16.4 million.

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BOARD MEETINGS AND COMMITTEES

During 2023, the Board of Directors held four meetings. The Board of Directors, and the committees of the Board of Directors, met at least once a quarter, and such quarterly meetings generally occurred over a period of two days. Each of our directors attended 100% of the Board of Directors’ meetings and meetings of committees on which he or she served during 2023, except for Mr. Barker, whose attendance at one committee meeting was excused.

The Board of Directors has the following standing committees: Audit, Compensation, Finance, Corporate Governance, and Health, Safety, Environment and Sustainability. As noted above, the charters for these committees may be found on our website at www.deepwater.com by selecting the Governance page in the Investors section dropdown. In addition, the Board of Directors may from time to time form special committees to consider particular matters that arise. Following the 2024 Annual General Meeting, the Board of Directors expects to complete its annual review of committee assignments.

COMMITTEES FOR 2023 AGM to 2024 AGM

DIRECTOR

INDEPENDENT

AUDIT

COMPENSATION

FINANCE

CORPORATE
GOVERNANCE

HEALTH,
SAFETY, ENVIRONMENT AND SUSTAINABILITY

Glyn A. Barker

✓

Vanessa C.L. Chang

✓

Frederico F. Curado

✓

Chadwick C. Deaton

✓

Domenic J. “Nick” Dell’Osso Jr.

✓

Vincent J. Intrieri

✓

Samuel J. Merksamer

✓

Frederik W. Mohn

✓

Edward R. Muller

✓

Margareth Øvrum

✓

Jeremy D. Thigpen

MEETINGS IN 2023


	Committee Chair			Committee Member			Audit Committee financial expert (SEC and NYSE)			✓	Independent, as determined by the Board of Directors in accordance with applicable rules and regulations

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	AUDIT COMMITTEE \| Meetings in 2023: 9

MEMBERS

Vanessa C.L. Chang

Glyn A. Barker

Frederik W. Mohn

Margareth Øvrum

The Board of Directors requires that all members of the Audit Committee meet the financial literacy standard required under the NYSE rules and that at least one member qualifies as having accounting or related financial management expertise under the NYSE rules. In addition, the SEC has adopted rules requiring that we disclose whether or not the Audit Committee has an “audit committee financial expert” as a member. An “audit committee financial expert” is defined as a person who, based on his or her experience, possesses all of the following attributes:

■ An understanding of generally accepted accounting principles and financial statements;

■ The ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves;

■ Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and level of complexity of issues that can reasonably be expected to be raised by our financial statements, or experience actively supervising one or more persons engaged in such activities;

■ An understanding of internal control over financial reporting; and

■ An understanding of audit committee functions.

The person must have acquired such attributes through one or more of the following:

■ Education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;

■ Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;

■ Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or

■ Other relevant experience.

The Board of Directors has reviewed the criteria set by the NYSE and SEC and determined that each of the current members of the Audit Committee is “financially literate” and three of the members qualify as “audit committee financial experts.” In addition, the Board of Directors has determined that all of the current members of the Audit Committee qualify under NYSE rules as having accounting or related financial management expertise.

Mr. Barker is a chartered accountant, served as an audit partner in an accounting firm and served as the Vice Chair-U.K. of PricewaterhouseCoopers LLP from 2008 to 2011.

Ms. Chang was previously partner in charge of Corporate Finance for KPMG Peat Marwick LLP.

Mr. Mohn is the sole owner and managing director of Perestroika AS, a Norwegian investment company, and served previously as a director of Songa, Chair of the Songa board and as managing director of Frank Mohn AS.

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Ms. Øvrum was previously Executive Vice President of Equinor ASA, Development and Production Brazil until 2021 when she retired after nearly 40 years with Equinor.

Finally, NYSE rules restrict directors who have relationships with the Company that may interfere with the exercise of their independence from management and the Company from serving on the Audit Committee. We believe that the members of the Audit Committee have no such relationships and are therefore independent for purposes of NYSE rules.

PRIMARY RESPONSIBILITIES

The responsibilities of the Audit Committee include, among others, the following:

■ Review at least annually, together with management, the Company’s ESG and cybersecurity disclosures and the adequacy and effectiveness of internal controls related to such disclosures;

■ Recommend the selection, retention and termination of our independent registered public accountants and our auditor pursuant to the Swiss Code to the Board of Directors and to our shareholders for their approval at a general meeting of shareholders;

■ Directly responsible for the compensation and oversight of our independent registered public accountants and our auditor pursuant to the Swiss Code;

■ Advise as necessary in the selection of the lead audit partner;

■ Oversee the integrity of our financial statements and the independence and performance of our auditors and their lead audit partner and reviews our financial reporting processes;

■ Review and report to the Board of Directors the scope and results of audits by our independent registered public accounting firm, our auditor pursuant to the Swiss Code and our internal auditing staff and reviews the audit and other professional services rendered by the accounting firm;

■ Review any material information security or cybersecurity matters that may affect the Company;

■ Review with the accounting firm the adequacy of our system of internal controls over financial reporting;

■ Review transactions between us and our directors and executive officers for disclosure in the proxy statement, our policies regarding those transactions and compliance with our business ethics and conflict of interest policies; and

■ Receive regular reports from the Chief Compliance Officer.

Additional information can be found in the Audit Committee Report of this proxy statement.


	COMPENSATION COMMITTEE \| Meetings in 2023: 4

MEMBERS

Glyn A. Barker

Vanessa C.L. Chang

Samuel J. Merksamer

The purpose of the Compensation Committee is to assist the Board of Directors in

■ developing an appropriate compensation program and benefit package for

■ members of the Executive Management Team (as defined below),

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BOARD MEETINGS AND COMMITTEES

■ persons defined as “officers” pursuant to section 16(a) of the Exchange Act, and (c) any other person whose compensation is required to be disclosed by applicable securities laws and regulations (collectively, the “Specified Executives”) and members of the Board of Directors; and

■ complying with the Board of Directors’ legal and regulatory requirements as to Board member and Specified Executives compensation in order to facilitate the Company’s ability to attract, retain and motivate qualified individuals in a system that aligns compensation with the Company’s business performance.

PRIMARY RESPONSIBILITIES

The authority and responsibilities of the Compensation Committee include, among others, the following:

■ Annually review and recommend to the Board of Directors for submission to and ratification by the shareholders pursuant to Swiss law and our Articles of Association the maximum aggregate amount of compensation of the Board of Directors and the Executive Management Team for the period between the annual general meeting at which ratification is sought and the next annual general meeting;

■ Annually review and recommend to the Board of Directors for submission to and ratification by the shareholders the maximum aggregate amount of compensation of the Specified Executives and each member of the Board of Directors for the fiscal year commencing after the annual general meeting at which ratification is sought;

■ Select appropriate peer groups and market reference points against which the Company’s Board of Directors and executive compensation is compared;

■ Annually recommend focus areas for our Chief Executive Officer for approval by members of our Board of Directors who meet our independence and experience requirements;

■ Annually review, with participation of our full Board of Directors, our Chief Executive Officer’s performance in light of our established focus areas;

■ Annually set our Chief Executive Officer’s compensation based, as appropriate, upon his performance evaluation together with competitive data and subject to shareholder ratification requirements pursuant to our Articles of Association and applicable law;

■ Administer our long-term incentive plans, Performance Award and Cash Bonus Plan, Deferred Compensation Plan, and any other compensation plans or arrangements providing for benefits primarily to members of the Board of Directors and executive officers in accordance with goals and objectives established by the Board of Directors, the terms of the plans, and any applicable rules and regulations;

■ Consider and make recommendations to the Board of Directors, with guidance from an outside compensation consultant, concerning the existing Board of Directors and executive compensation programs and changes to such programs;

■ Consider, with guidance from an outside compensation consultant, and approve the material terms of any employment, severance, termination or other similar arrangements (to the extent permitted by applicable law and our Articles of Association) that may be entered into with members of the Board of Directors and Specified Executives; provided, however, that the Compensation Committee shall not recommend and the Board of Directors shall not authorize “single-trigger” change of control agreements for any of our officers or directors;

■ Annually review and discuss the Company’s Swiss statutory compensation report and, based upon such discussion, recommend such report for approval by the Board of Directors;

■ Assess the risks, with the assistance of external resources as the Compensation Committee deems appropriate, of the Company’s compensation arrangements applicable to members of the Board of Directors and the Specified Executives; and

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	BOARD MEETINGS AND COMMITTEES

■ Retain and approve the fees of legal, accounting or other advisors, including any compensation consultant, employed by the Committee to assist it in the evaluation of executive and director compensation.

See Compensation Discussion and Analysis for a discussion of additional responsibilities of the Compensation Committee.

The Compensation Committee may delegate specific responsibilities to one or more individual committee members to the extent permitted by law, NYSE listing standards and the Compensation Committee’s governing documents. The Compensation Committee may delegate all or a portion of its powers and responsibilities with respect to the compensation plans and programs described above and in our Compensation Discussion and Analysis to one or more of our management committees; provided, that the Compensation Committee retains all power and responsibility with respect to awards granted to our Board of Directors members and executive officers. The Chief Executive Officer has been delegated authority to grant equity awards under the Company’s long-term incentive plans to new and existing employees of the Company, excluding executive officers and other officers at or above the Senior Vice President level, provided that such awards shall not exceed $5,000,000 in grant value per calendar year in aggregate and no such individual award shall exceed $350,000 in grant value.

The Compensation Committee has delegated to a subcommittee composed of its chair and at least one additional committee member the authority to approve interim compensation actions resulting from promotions, competitive realignment, or the hiring of new executive officers (excluding the Chief Executive Officer), including but not limited to establishing annual base salary, annual bonus targets, long-term bonus targets and the grant of equity awards, subject to any required vote of the shareholders. The Compensation Committee has also delegated authority to the Chief Executive Officer to, upon termination of service of an employee of the Company (excluding executive officers and other officers at or above the Senior Vice President level), accelerate vesting of awards granted under the Company’s long-term incentive plans and to extend exercisability of options for a period of up to one year, but not beyond the original exercise period. The Compensation Committee has further delegated authority to the Chief Executive Officer to determine whether an individual is disabled and/or to set applicable criteria for making such determination for purposes of the Company’s long-term incentives plans. The Compensation Committee is notified of compensation actions made by the Chief Executive Officer or the subcommittee at the meeting following the end of each calendar quarter in which such actions are taken.

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BOARD MEETINGS AND COMMITTEES


	FINANCE COMMITTEE \| Meetings in 2023: 4

MEMBERS

Edward R. Muller

Glyn A. Barker

Domenic J. “Nick” Dell’Osso Jr.

Vincent J. Intrieri

Samuel J. Merksamer

The purpose of the Finance Committee is to assist the Board of Directors in its oversight of the Company’s financial policies, financial strategies and capital structure to ensure that each is consistent with the Company’s values, strategies, risk management, fiscal policies and other policies.

PRIMARY RESPONSIBILITIES

The responsibilities of the Finance Committee include, among others, the following:

■ Review the annual and projected longer term financial plan, strategies and capital structure requirements of the Company;

■ Review and approve the Company’s risk management programs and investment guidelines;

■ Make recommendations to the Board of Directors concerning the Company’s dividend policy, securities repurchase actions, the issuance and terms of debt and equity securities and the establishment of bank lines of credit; and

■ Review the financial aspects of proposed significant transactions requiring Board approval, such as mergers, acquisitions, divestitures, joint ventures, spin-offs, initial public offerings and strategic investments.


	CORPORATE GOVERNANCE COMMITTEE \| Meetings in 2023: 4

MEMBERS

Vincent J. Intrieri

Frederico F. Curado

Domenic J. “Nick” Dell’Osso Jr.

Edward R. Muller

The purpose of the Corporate Governance Committee is to carry out the responsibilities delegated by the Board of Directors relating to the Company’s director nominations process and procedures, developing and maintaining the Company’s corporate governance policies and other corporate governance matters.

PRIMARY RESPONSIBILITIES

The responsibilities of the Corporate Governance Committee include, among others, the following:

■ Make recommendations to the Board of Directors with respect to the nomination of candidates for election to the Board of Directors, how the Board of Directors should function and how the Board of Directors should interact with shareholders and management;

■ Develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Company;

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	BOARD MEETINGS AND COMMITTEES

■ Coordinate the self-evaluation of the Board of Directors and its committees;

■ Recommend committee structure, operations and reporting to the Board of Directors;

■ Periodically review the Articles of Association and the Organizational Regulations of the Company and recommend any changes to the Board of Directors;

■ Review updates from management regarding the Company’s human capital management activities, as they pertain to Board and management diversity; and

■ Review the qualifications of and proposes to the Board of Directors candidates to stand for election at the next general meeting of shareholders.


	HEALTH, SAFETY, ENVIRONMENT AND SUSTAINABILITY COMMITTEE \| Meetings in 2023: 4

MEMBERS

Frederico F. Curado

Frederik W. Mohn

Margareth Øvrum

The Health, Safety, Environment and Sustainability Committee assists the Board of Directors in providing oversight of the Company’s programs, policies and practices for managing risk in the areas of health, safety and the environment.

PRIMARY RESPONSIBILITIES

The responsibilities of the Health, Safety, Environment and Sustainability Committee include, among others, the following:

■ Regularly review, discuss and evaluate Company policies, practices and performance related to health, safety, environmental and sustainability risks and issues;

■ Monitor the Company’s performance against published sustainability goals and monitor developments in regulatory and reporting requirements and other matters that may materially affect business operations;

■ Provide oversight to the aspects of the Company’s sustainability program that pertain to health, safety, the environment and alignment with reporting frameworks; and

■ Guide strategy decisions to promote Company goals and compliance with applicable rules and regulations pertaining to health, safety, environmental and other sustainability issues.

Director Compensation Strategy

Directors who are employees of the Company do not receive compensation for service on the Board of Directors. At present, all of the directors except Mr. Thigpen, our Chief Executive Officer, are non-employees and receive compensation for their service on the Board of Directors.

We use a combination of cash and equity compensation to attract and retain qualified candidates to serve on the Board of Directors. The Board of Directors believes that any compensation method should be weighted more toward compensation in the form of equity in order to more closely align director compensation with shareholders’ interests.

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BOARD MEETINGS AND COMMITTEES

In the 2023/2024 term, non-employee director target compensation in U.S. dollars included the following fixed components:


COMPENSATION COMPONENT		COMPENSATION (U.S.$)
Annual Retainer—non-employee Chair		215,000
Annual Retainer—non-employee Directors		100,000
Additional Annual Retainer for Committee Chair
Audit Committee		35,000
Compensation Committee		20,000
Corporate Governance Committee, Finance Committee and Health, Safety, Environment and Sustainability Committee		10,000
Grant of Restricted Share Units—non-employee Chair⁽¹⁾		215,000
Grant of Restricted Share Units—non-employee Directors⁽¹⁾		210,000

(1) Restricted share units are granted to each non-employee director. The restricted share units vest on the date first to occur of (i) the first anniversary of the date of grant or (ii) the annual general meeting next following the date of grant, subject to continued service through the vesting date. Vesting of the restricted share units is not subject to any performance measures.

In addition, we pay or reimburse our directors’ travel and incidental expenses incurred for attending Board of Directors, committee and shareholder meetings and for other Company business-related purposes.

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2023 DIRECTOR COMPENSATION

At the Board of Directors meeting held immediately after the 2023 Annual General Meeting of our shareholders, 35,654 restricted share units were granted to each non-employee director (other than the Chair) and 36,503 restricted share units were granted to the Chair, in aggregate value equal to $210,000 and $215,000, respectively, based upon the average of the high and low sales prices of our shares for the 10 trading days immediately prior to the date of grant (calculated at $5.84 per share).

Each non-employee director is required to acquire and retain a number of our shares and/or restricted share units at least equal in value to an amount five times the annual director retainer. Each non-employee director’s vested restricted share units generally are not settled until the non-employee director’s service with the Company ends.

The following summarizes the compensation of our non-employee directors for 2023.



NAME	FEES EARNED OR PAID IN CASH (U.S.$)	STOCK AWARDS⁽¹⁾ (U.S.$)	ALL OTHER COMPENSATION (U.S.$)	TOTAL (U.S.$)
Glyn A. Barker	120,000	208,219	—	328,219
Vanessa C. L. Chang	135,000	208,219	—	343,219
Frederico F. Curado	110,000	208,219	—	318,219
Chadwick C. Deaton	215,000	213,178	—	428,178
Domenic J. “Nick” Dell’Osso Jr.	63,973	208,219	—	272,192
Vincent J. Intrieri	110,000	208,219	—	318,219
Samuel J. Merksamer	100,000	208,219	—	308,219
Frederik W. Mohn	100,000	208,219	—	308,219
Edward R. Muller	110,000	208,219	—	318,219
Margareth Øvrum	100,000	208,219	—	308,219
Diane de Saint Victor	36,233	—	—	36,233

(1)

This represents the aggregate grant-date fair value under accounting standards for recognition of share-based compensation expense for restricted share units granted to our directors in 2023, computed in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions with respect to these awards, please see Note 15 to our consolidated financial statements included in our annual report on Form 10‑K for the fiscal year ended December 31, 2023.

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AUDIT COMMITTEE REPORT

The Audit Committee, consisting of four independent directors, operates under the Audit Committee Charter as adopted by the Board of Directors, in overseeing:

■ The integrity of the financial reporting process resulting in the Company’s financial statements;

■ Compliance with legal and regulatory requirements;

■ The independence, qualifications and performance of the Company’s independent registered accountants, Ernst & Young LLP (“EY”); and

■ The performance of the internal audit function.

The Committee complied in 2023 with all of the requirements described in its Charter, which is available on the Governance page of the Company’s website: www.deepwater.com.

The Board has determined that all the members of the Committee are independent, in accordance with the SEC definition and, are financially literate. Further, three of the members of the Committee qualify as Audit Committee Financial Experts, as defined by SEC rules.

Management is responsible for the Company’s disclosure controls and procedures, internal controls and the financial reporting process, including the integrity and objectivity of the financial statements. The Committee:

■ Reviewed the Company’s financial statements and financial reporting processes, including internal controls over financial reporting;

■ Reviewed and discussed with EY and management the Company’s audited financial statements included in the Annual Report;

■ Discussed various matters with EY, including matters required by the Public Company Accounting Oversight Board’s (“PCAOB”) “Communications with Audit Committees”;

■ Reviewed and discussed with EY its report on internal control over financial reporting;

■ Oversaw the Company’s internal audit function, including the performance of the Chief Audit Executive, internal audit plan, budget, resources and staffing;

■ Oversaw the Company’s Legal, Compliance and Ethics program, including helpline calls and investigations, and employee code of integrity; and

■ Recommended to the Company’s Board of Directors that the Company’s audited financial statements for the year ended December 31, 2023, be included in the annual report on Form 10-K filing with the SEC.

The Committee is responsible for the appointment, compensation and oversight of the independent registered accountant in accordance with SEC, PCAOB and the Swiss Code. The Committee considered several factors in determining whether to reappoint EY as the Company’s independent registered accountant, such as:

■ Qualifications including industry expertise, knowledge of the Company’s processes, global footprint, depth of experience in the countries where the Company’s finance and accounting functions are located, and experience of the audit team;

■ Performance including quality of communication, professional skepticism;

■ The firm’s internal processes for monitoring and maintaining independence, including reporting requirements from its professionals and consequences for violations;

■ Length of service, which began in 1999;

■ Results from PCAOB inspections and EY’s responses to inspection findings;

■ EY’s firm-level internal control, the annual audit quality report and tone at the top;

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	AUDIT COMMITTEE REPORT

■ EY’s engagement-level audit quality characteristics; and

■ Annual evaluation of EY’s services.

During the fourth quarter of 2022, in anticipation of the five-year rotation of the EY lead audit engagement partner, required by the PCAOB, the Company and the Committee Chair interviewed candidates who met professional, industry and other relevant characteristics to assume the role of lead audit engagement partner for the 2024 annual audit. The selected incoming lead audit partner shadowed the incumbent lead audit engagement partner during 2023. Also, a new EY engagement quality review partner assumed the role in 2023, in accordance with regulatory standards.

The Committee approves annually the scope, plans and fees for the annual audit, taking into consideration several factors including a breakdown of the services to be provided, proposed staffing, changes in the Company and industry from the prior year. The fee approval process balances the audit scope and hours required for a high-quality audit and driving efficiencies from both the Company and EY while compensating EY fairly. The Committee pre-approved all audit related and non-audit related services.

Agendas for Committee meetings are developed with input from all Committee members, management, the Chief Audit Executive and EY. Quarterly meetings feature, among other things, reports on cybersecurity controls, and the Committee has periodic executive sessions with the Chief Information Officer, the Director of Cybersecurity and third-party consultants. In 2023, the Committee received reports from the Internal Audit Department on their review of the Company’s ESG disclosures, the adequacy and effectiveness of the internal controls relating to such disclosures and the reporting framework for the Company’s Sustainability Report. Also, the Committee regularly receives reports from management on select business processes to the extent they are affected by internal controls.

The Committee met nine times in 2023 with regular executive sessions with EY, the Chief Compliance Officer, the Chief Audit Executive and other members of management.

MEMBERS OF THE AUDIT COMMITTEE

Vanessa C.L. Chang, Chair
Glyn A. Barker

Frederik W. Mohn

Margareth Øvrum

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Listed below are the only persons who, to the knowledge of the Company, may be deemed to be beneficial owners, as of March 8, 2024, of more than 5% of the Company’s shares.


NAME AND ADDRESS OF BENEFICIAL OWNER	SHARES BENEFICIALLY OWNED	PERCENT OF CLASS⁽¹⁾
Perestroika AS,Perestroika (Cyprus) Ltd.⁽²⁾ Statminister Michelsensvei 38 5230 Paradis, Norway Frederik W. Mohn⁽²⁾ Statminister Michelsensvei 38 5230 Paradis, Norway	85,846,502	10.47%
The Vanguard Group⁽³⁾ 100 Vanguard Blvd. Malvern, PA 19355	68,551,328	8.36%
PRIMECAP Management Co.⁽⁴⁾ 177 E. Colorado Blvd. 11th Floor Pasadena, CA 91105	50,699,389	6.19%

(1) Unless otherwise required by applicable rules, the percentage indicated is based upon 819,579,665 Company shares deemed to be outstanding as of March 8, 2024, which exclude treasury shares held by the Company or our subsidiaries as of such date or issued into treasury thereafter.

(2) The number of shares and associated percent of class includes information based on the Schedule 13D/A filed with the SEC on December 19, 2022, by Mr. Frederik W. Mohn, Perestroika (Cyprus) Ltd. and Perestroika AS, Form 4 filings by Mr. Mohn, Perestroika (Cyprus) Ltd. and Perestroika AS, and information given to us by Mr. Mohn. According to such filings and information, Mr. Mohn has sole voting power and sole dispositive power with regard to 271,608 shares, which consists of: (a) 22,148 shares individually owned by Mr. Mohn; and (b) 249,460 vested share units Mr. Mohn has the right to receive based upon his service as a director of Transocean Ltd. The total shares beneficially owned by Mr. Mohn also includes 85,574,894 shares held directly by Perestroika (Cyprus) Ltd.

(3) The number of shares is based upon the Schedule 13G/A filed with the SEC on February 13, 2024, by The Vanguard Group. According to the filing, The Vanguard Group has shared voting power with regard to 143,364 shares, sole dispositive power with regard to 67,736,275 shares and shared dispositive power with regard to 815,053 shares.

(4) The number of shares is based upon the Schedule 13G/A filed with the SEC on February 12, 2024, by PRIMECAP Management Company (“PRIMECAP”). According to the filing, PRIMECAP has sole voting power with regard to 48,291,343 shares, and sole dispositive power with regard to 50,699,389 shares.

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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The table below shows how many shares each of our directors and nominees, each of the Named Executive Officers included in the summary compensation section below and all directors and executive officers as a group beneficially owned as of March 8, 2024.


NAME	SHARES OWNED⁽¹⁾	SHARES SUBJECT TO RIGHT TO ACQUIRE BENEFICIAL OWNERSHIP⁽²⁾	TOTAL SHARES BENEFICIALLY OWNED⁽³⁾	PERCENT OF CLASS⁽³⁾
Jeremy D. Thigpen	5,178,900	1,212,621	6,391,521	*
Mark L. Mey	1,595,750	485,597	2,081,347	*
Keelan I. Adamson	1,020,952	264,856	1,285,808	*
Howard E. Davis	1,427,231	382,140	1,809,371	*
Brady K. Long	1,447,320	345,569	1,792,889	*
Glyn A. Barker	2,984	309,473	312,457	*
Vanessa C.L. Chang	49,200	315,215	364,415	*
Frederico F. Curado	—	309,473	309,473	*
Chadwick C. Deaton	141,000	378,040	519,040	*
Domenic J. “Nick” Dell’Osso Jr.	—	—	—	*
Vincent J. Intrieri	20,000	304,713	324,713	*
Samuel J. Merksamer	—	315,449	315,449	*
Frederik W. Mohn⁽⁴⁾	85,597,042	249,460	85,846,502	10.47%
Edward R. Muller	12,687	327,952	340,639	*
Margareth Øvrum	—	108,952	108,952	*
All of directors and executive officers as a group (16 persons)	97,220,154	5,545,971	102,766,125	12.54%

* Less than 1%.

(1) The business address of each director and executive officer is c/o Transocean Management Services GmbH, Turmstrasse 30, 6312 Steinhausen, Switzerland. None of the shares beneficially owned by our directors or executive officers are pledged as security.

(2) Includes shares that may be acquired within 60 days from March 8, 2024 through the exercise of options held by Messrs. Thigpen (1,212,621), Mey (485,597), Adamson (264,856), Davis (382,140), Long (345,569), and all executive officers as a group (2,927,244). Also includes vested share units by Messrs. Barker (309,473), Curado (309,473), Deaton (378,040), Intrieri (304,713), Merksamer (315,449), Mohn (249,460) and Muller (327,952) and Mmes. Chang (315,215) and Øvrum (108,952) and all directors and executive officers as a group (2,618,727).

(3) The percentage indicated is based upon 819,579,665 Company shares deemed to be outstanding as of March 8, 2024, which exclude treasury shares held by the Company or our subsidiaries as of such date or issued into treasury thereafter, unless otherwise required by applicable rules. As of March 8, 2024, each listed individual (with the exception of Mr. Mohn) and our directors and executive officers as a group (excluding Mr. Mohn) beneficially owned less than 1% of the Company’s outstanding shares.

(4) The number of shares and associated percent of class includes information based on the Schedule 13D/A filed with the SEC on December 19, 2022, by Mr. Frederik W. Mohn, Perestroika (Cyprus) Ltd. and Perestroika AS, Form 4 filings by Mr. Mohn, Perestroika (Cyprus) Ltd and Perestroika AS, and information given to us by Mr. Mohn. According to such filings and information, Mr. Mohn has sole voting power and sole dispositive power with regard to 271,608 shares, which consists of: (a) 22,148 shares individually owned by Mr. Mohn; and (b) 249,460 restricted share units Mr. Mohn has the right to receive based upon his service as a director of Transocean Ltd. The total shares beneficially owned by Mr. Mohn also includes 85,574,894 shares held directly by Perestroika (Cyprus) Ltd.

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COMPENSATION DISCUSSION AND ANALYSIS

CONTENTS


P-90	EXECUTIVE SUMMARY
P-91	2023 COMPENSATION PROGRAM OVERVIEW
P-91	COMPENSATION PHILOSOPHY, STRATEGY AND DESIGN
P-93	SETTING EXECUTIVE COMPENSATION
P-95	EXECUTIVE COMPENSATION ELEMENTS
P-108	EXECUTIVE COMPENSATION GOVERNANCE, POLICY AND PRACTICE
P-112	TAX IMPACT ON COMPENSATION

This Compensation Discussion and Analysis provides an overview and analysis of Transocean’s executive compensation programs and policies, material compensation decisions for 2023, and the key factors we considered in making those decisions. It includes specific information about the compensation paid, earned or granted to the following persons who constitute our Named Executive Officers for 2023:


JEREMY D. THIGPEN Chief Executive Officer	MARK L. MEY Executive Vice President and Chief Financial Officer	KEELAN I. ADAMSON President and Chief Operating Officer
HOWARD E. DAVIS Executive Vice President and Chief Administrative and Information Officer	BRADY K. LONG Executive Vice President and General Counsel

Executive Summary

Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. We specialize in technically demanding sectors of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services, and we operate one of the largest, most technically capable and versatile offshore drilling fleets in the world.

CAUTIOUS OPTIMISM GIVES WAY TO PIVOTAL, INDUSTRY-LEADING PERFORMANCE

Transocean began 2023 with strong momentum from securing multiple significant customer contracts and executing financial transactions, which combined resulted in our share price beginning to more appropriately reflect the improving offshore drilling market. Over the course of the year, our share price appreciated by approximately 48%, reaching levels not achieved since 2019. Further, we continued to see improvement in the contracted day rates for our assets, as well as increases in extended-duration contracts from our customers, which support our view that we are in the early stages of a multi-year recovery in the offshore drilling market.

During 2023, we remained acutely focused on safety and uptime performance across our fleet, which enabled us once again to achieve record reliability and drilling efficiency for our customers in 2023, leading to strong 2023 financial results.

Highlights of our performance in 2023 include:

■ Delivering record uptime performance of 97.6%;

■ Executing multiple financial transactions resulting in improved liquidity and balance sheet flexibility;

■ Completing the acquisition of Deepwater Aquila – one of only a dozen 1,400 short-ton hookload drillships in the world – and commencing Deepwater Titan’s operations for Chevron; and

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	COMPENSATION DISCUSSION AND ANALYSIS

■ Completing the implementation of our Global Critical Operations Assurance Centers, which support operational integrity performance by providing an additional level of assurance and verification during the performance of key processes critical to operations.

Our fleet is largely contracted through 2024; and, as of the February 2024 Fleet Status Report, our backlog is $9.01 billion.

2023 Compensation Program Overview

Our Compensation Committee of the Board of Directors (the “Committee”) considers the long-term interests of the Company and our shareholders when making decisions regarding our compensation programs.

The 2023 compensation program design for our Named Executive Officers appropriately reflects our strong commitment to best practices in compensation governance and achieves the program design objectives of:

■ Retaining and motivating our executives to achieve important business objectives,

■ Rewarding our executives for delivering superior financial, operational, and sustainability performance; and,

■ Strongly aligning executive pay with Company performance and the shareholder experience.

THE 2023 COMPENSATION ACTIONS REFLECT OUR CONTINUED FOCUS ON BEST-PRACTICE COMPENSATION GOVERNANCE, WHILE MAINTAINING PRUDENTLY DESIGNED, COMPETITIVE COMPENSATION PACKAGES.

In February 2023, using competitive market analysis provided by its consultant, the Committee evaluated all elements of the compensation program design, with the critical objectives of retaining key executive talent required for current and future Company financial performance and succession, assessing the alignment between performance and compensation, and analyzing realizable pay relative to target pay as compared to our peers.

Compensation Philosophy, Strategy and Design

Our executive compensation program includes a range of features that align the interests of our senior management with those of our shareholders and excludes features that may result in misalignment.

Important features of our executive compensation programs and practices are provided in the following table:

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COMPENSATION DISCUSSION AND ANALYSIS

WHAT WE DO

WHAT WE DON’T DO

✓ Conduct an annual review of our compensation strategy, including a review of our compensation-related risk profile

✓ Mandate meaningful share ownership requirements for our executives

✓ Maintain a clawback policy in accordance with SEC and NYSE requirements, providing for the recovery of erroneously awarded incentive-based compensation (cash and equity) in the case of an accounting restatement

ChaDWICK C. Deaton

Jeremy D. Thigpen

Chair of the Board of Directors

Chief Executive Officer