DEF 14A of Valaris Ltd, Apr 17, 2024

DEF 14A of Valaris Ltd

Filed Apr 17, 2024 · FY20230000314808-24-000048

Open on EDGAR

  1. Committed to returning capital to shareholders

    | Executive Compensation | 53 | | Summary Compensation Table | 53 | | Grants of Plan-Based Awards Table | 55 | | Outstanding Equity Awards at Fiscal Year-End Table | 56 | | Shares Vested Table | 58 | | Pension Benefits | 58 | | Supplemental Executive Retirement Plans | 58 | | Pension Benefits Table | 59 | | Nonqualified Deferred Compensation Table | 59 | | Potential Payments Upon Termination or Change in Control | 60 | | Termination or Change in Control Payments and Benefits | 61 | | Mr. Dibowitz’s Employment Agreement | 61 | | CEO Pay Ratio | 62 | | Pay Versus Performance | 63 | | Resolution 3: Appointment of the Independent Registered Public Accounting Firm | 68 | | Evaluation of Audit Firm | 68 | | Fees and Services | 69 | | Independent Auditor Pre-approval Policies and Procedures | 69 | | Audit Committee Report | 70 | | Ownership of Voting Securities | 71 | | Questions and Answers about the Meeting and Voting | 74 | | Other Matters | 80 | | Appendix A: Reconciliation of GAAP and non-GAAP Financial Measures | 82 |

  2. Board Nominees

    Board Nominees

  3. Board Nominees

    | Name and Principal Occupation | Age | Independent | Director Since | Committee Membership | | | | | | | | | | | | | | | | Anton Dibowitz President and Chief Executive Officer of Valaris Limited | 52 | No | 2021 | | | | | ● | | Dick Fagerstal Former Executive Chairman of Global Marine Group | 63 | Yes | 2021 | ● | | ● | | | | Joseph Goldschmid Managing Director, Oak Hill Advisors, L.P. | 38 | Yes | 2021 | | ● | | ● | ● | | Catherine J. Hughes Former Executive Vice President International at Nexen Inc. | 61 | Yes | 2022 | | ● | ● | | | | Kristian Johansen Chief Executive Officer of TGS ASA | 52 | Yes | 2023 | | | | | ● | | Elizabeth D. Leykum (Chair of the Board) Founder of Serenade Capital LLC | 45 | Yes | 2021 | ● | ● | | ● | ● | | Deepak Munganahalli Founder of Sencirc Holding Limited | 54 | Yes | 2021 | | | ● | | ● | | James W. Swent, III Former Chairman, President and Chief Executive Officer of Southcross Energy Partners, L.P. | 73 | Yes | 2021 | ● | ● | ● | ● | |

  4. Board Nominees

    | ● Chair ● Member |

  5. Board Nominees

    | 8 | Valaris Limited | valaris.com |

  6. 2023 Executive Compensation Highlights

    | Element | Form | Description | | Base Salary | Cash | •Provides a fixed, market level of base compensation | | Short-Term Incentive Awards | Cash | •Provided under the Valaris Cash Incentive Plan (the "VCIP") •Earned based on achievement of specified annual financial, operational, sustainability (spill prevention) and safety (personal and process) and strategic team goals | | Long-Term Incentive Awards | Shares | •Executive officer awards are provided under the Valaris 2021 Management Incentive Plan (the "MIP") through a combination of restricted share units (“RSUs”) and performance share units (“PSUs”) •RSUs generally vest over a three-year period •PSUs are earned based on the attainment of absolute total shareholder return and relative total shareholder return as compared to a peer group over a three-year performance period |

  7. Director Nominees

    Director Nominees

  8. Director Nominees

    | Anton Dibowitz President and Chief Executive Officer of Valaris Age: 52 Director since: 2021 Committees: •Strategy (Chair) | Career Highlights Anton Dibowitz became the President and Chief Executive Officer of Valaris in December 2021, following his service as the Company’s interim President and Chief Executive Officer since September 2021. Mr. Dibowitz joined the Valaris Board in July 2021. Prior to joining the Board, he served as an advisor of Seadrill Ltd., a global offshore drilling contractor, from November 2020 until March 2021. He served as Chief Executive Officer of Seadrill Ltd. from July 2017 until October 2020. Seadrill Ltd. filed for bankruptcy in September 2017. Prior to this, Mr. Dibowitz served as Executive Vice President of Seadrill Management from June 2016, and as Chief Commercial Officer from January 2013. He has over 20 years of drilling industry experience. Prior to joining Seadrill, Mr. Dibowitz held various positions within tax, process reengineering and marketing at Transocean Ltd. and Ernst & Young LLP. He is a Certified Public Accountant and a graduate of the University of Texas at Austin where he received a Bachelor’s degree in Business Administration, and Master’s degrees in Professional Accounting (MPA) and Business Administration (MBA). Director Qualifications The particular experience, qualifications, attributes and skills that led our Board to conclude that Mr. Dibowitz should serve as a director include his extensive managerial and industry experience, including prior Chief Executive Officer experience. | | | | | | | | Skills and Experience: | | | | | | | | | Strategic Planning / Development | | Accounting | | Risk Management | | | | Energy Industry, including oilfield services | | International Business | | Public Company Governance | | | | Business Development / Operations | | Finance / Capital Allocation | | | | | | Senior Executive Leadership | | Human Capital Management | | | | | | | | | | |

  9. Director Nominees

    | valaris.com | 2024 Proxy Statement | 15 |

  10. Director Nominees

    | Dick Fagerstal Former Executive Chairman of the Global Marine Group Independent Age: 63 Director since: 2021 Committees: •Audit (Chair) •Safety and Sustainability | Career Highlights Dick Fagerstal currently serves as the Chairman of the Board of Tidewater Inc. (NYSE:TDW), in addition to serving as a member of the Audit Committee, Nomination & Governance Committee and Safety & Sustainability Committee. He has served on its board of directors since 2017. Mr. Fagerstal served as Executive Chairman of the Global Marine Group, based in Chelmsford, United Kingdom, a subsea cable installation and maintenance business operating globally in the telecoms, offshore renewables, and oil and gas sectors, from February 2020 to March 2023. Mr. Fagerstal continues to serve as a director of Global Marine Group. From 2014 to 2020 Mr. Fagerstal served as Chairman & Chief Executive Officer of Global Marine Holdings LLC, which was the prior owner of the business. He served as an Independent Director of Frontier Oil Corporation, Manila, Philippines from 2014 to 2017. Mr. Fagerstal previously held the positions of Senior Vice President, Finance & Corporate Development from 2003 to 2014 and Vice President Finance & Treasurer from 1997 to 2003 at SEACOR Holdings Inc. (NYSE: CKH). Mr. Fagerstal held the positions of Executive Vice President, Chief Financial Officer and Director of Era Group Inc. (NYSE: ERA) from 2011 to 2012 and was the Senior Vice President, Chief Financial Officer, and Director of Chiles Offshore Inc. (AMEX: COD) from 1997 to 2002. From 1986 to 1997, Mr. Fagerstal served as a senior banker at DNB ASA in New York with a focus on the maritime and energy services industries, and before he started his business career, Mr. Fagerstal served as an officer in the Special Air Service unit of the Swedish Special Forces from 1979 to 1983. Mr. Fagerstal received a B.S. in Economics and Law from the University of Gothenburg and an M.B.A. in Finance from New York University, as a Fulbright Scholar. Director Qualifications The particular experience, qualifications, attributes and skills that led our Board to conclude that Mr. Fagerstal should serve as a director include his business, finance and accounting background. In addition, his knowledge of the energy, renewables and maritime industries contributes to our Board’s ability to monitor the risks facing our company. With respect to cybersecurity qualifications, Mr. Fagerstal obtained a National Association of Corporate Directors (NACD) Cybersecurity Certification in 2021 and completed the Harvard University course "Cybersecurity: The Intersection of Policy and Technology" in 2020. Mr. Fagerstal also obtained an NACD Directorship Certification in 2023. | | | | | | | | Skills and Experience: | | | | | | | | | Strategic Planning / Development | | Accounting | | Risk Management | | | | Energy Industry, including oilfield services | | International Business | | Public Company Governance | | | | Business Development / Operations | | Finance / Capital Allocation | | Environment and Sustainability Practices | | | | Senior Executive Leadership | | Human Capital Management | | Information Technology / Cybersecurity | | | | | | | | |

  11. Director Nominees

    | 16 | Valaris Limited | valaris.com |

  12. Director Nominees

    | Joseph Goldschmid Managing Director at Oak Hill Advisors, L.P. Independent Age: 38 Director since: 2021 Committees: •Compensation (Chair) •Nomination and Governance •Strategy | Career Highlights Joseph Goldschmid has served as a Managing Director with a primary focus on stressed, distressed and special situations investments at Oak Hill Advisors, L.P. ("OHA"), an alternative investment firm with over $60 billion under management across performing and distressed credit related investments in North America, Europe and other geographies, since November 2019. At OHA, Mr. Goldschmid covers a variety of industries including energy and renewables in addition to serving on the firm's ESG Committee. Prior to joining OHA, Mr. Goldschmid was a Director in the Distressed & Special Situations Group at Angelo Gordon, a global alternative investment manager, from January 2016 to August 2019. During his career, Mr. Goldschmid has led numerous high-profile restructuring cases and served on many official and ad hoc creditor committees. Before joining Angelo Gordon, Mr. Goldschmid worked in the Restructuring and Special Situations Group at The Blackstone Group and PJT Partners. Mr. Goldschmid began his career as an Analyst at Morgan Stanley. Mr. Goldschmid previously served on the Board of Directors for Expro Group. Mr. Goldschmid holds a B.S. degree from the Massachusetts Institute of Technology, an M.B.A. from Columbia Business School and a J.D. from Columbia Law School, where he was a James Kent Scholar. Director Qualifications The particular experience, qualifications, attributes and skills that led our Board to conclude that Mr. Goldschmid should serve as a director include his prior management and governance experience from overseeing various investments in a variety of industries, including the energy industry. | | | | | | | | Skills and Experience: | | | | | | | | | Strategic Planning / Development | | Finance / Capital Allocation | | Environment and Sustainability Practices | | | | Energy Industry, including oilfield services | | Risk Management | | | | | | Business Development / Operations | | Legal / Regulatory | | | | | | | | | | |

  13. Director Nominees

    | valaris.com | 2024 Proxy Statement | 17 |

  14. Director Nominees

    | Catherine J. Hughes Former Executive Vice President International at Nexen Inc. Independent Age: 61 Director since: 2022 Committee: •Compensation •Safety and Sustainability | Career Highlights Catherine J. Hughes has served as a non-executive director of Shell plc since 2017, including as Chair of the Sustainability Committee. Ms. Hughes was previously Executive Vice President International at Nexen Inc. from January 2012 until her retirement in April 2013, where she was responsible for all oil and gas activities including exploration, production, development and project activities outside Canada. Ms. Hughes joined Nexen in 2009 as Vice President Operational Services, Technology and Human Resources. Prior to joining Nexen, she was Vice President Oil Sands at Husky Oil from 2007 to 2009 and Vice President Exploration & Production Services, from 2005 to 2007. Ms. Hughes started her career with Schlumberger in 1986 and held key positions in various countries, including France, Italy, Nigeria, the UK and the USA, and was President of Schlumberger Canada Ltd for five years. Ms. Hughes has previously held non-executive director positions at SNC-Lavalin Group Inc, Statoil ASA and Precision Drilling Inc. Ms. Hughes received a B.Sc. in electrical engineering from the Institut National des Sciences Appliquées de Lyon, France. Director Qualifications The particular experience, qualifications, attributes and skills that led our Board to conclude that Ms. Hughes should serve as a director include her over 30 years of experience in the oil and natural gas industry as well as her experience working in operations as an engineer and senior human resources roles. | | | | | | | | Skills and Experience: | | | | | | | | | Strategic Planning / Development | | International Business | | Environment and Sustainability Practices | | | | Energy Industry, including oilfield services | | Human Capital Management | | | | | | Business Development / Operations | | Risk Management | | | | | | Senior Executive Leadership | | Public Company Governance | | | | | | | | | | |

  15. Director Nominees

    | 18 | Valaris Limited | valaris.com |

  16. Director Nominees

    | Kristian Johansen Chief Executive Officer of TGS ASA Independent Age: 52 Director since: 2023 Committee: •Strategy | Career Highlights Kristian Johansen has served as the Chief Executive Officer of TGS ASA, a leading global energy data and intelligence company, since March 2016. He joined TGS in 2010 as the Chief Financial Officer before becoming the Chief Operating Officer in early 2015. Kristian has almost 20 years of executive experience for public companies in the construction, technology, and energy industries. Mr. Johansen also had previous professional experience from board positions of several public companies in Europe and the U.S., and industry associations such as the National Ocean Industries Association (NOIA) and EnerGeo Alliance (former IAGC). Mr. Johansen earned his undergraduate and master’s degrees in business administration from the University of New Mexico in 1998 and 1999. Director Qualifications The particular experience, qualifications, attributes and skills that led our Board to conclude that Mr. Johansen should serve as a director include his senior executive leadership experience across multiple industries, particularly within the oil and natural gas sector. | | | | | | | | Skills and Experience: | | | | | | | | | Strategic Planning / Development | | Accounting | | Risk Management | | | | Energy Industry, including oilfield services | | International Business | | Public Company Governance | | | | Business Development / Operations | | Finance / Capital Allocation | | | | | | Senior Executive Leadership | | Human Capital Management | | | | | | | | | | |

  17. Director Nominees

    | valaris.com | 2024 Proxy Statement | 19 |

  18. Director Nominees

    | Elizabeth D. Leykum Founder of Serenade Capital LLC Independent Age: 45 Director since: 2021 Committees: •Audit •Compensation •Nominating and Governance •Strategy | Career Highlights Elizabeth D. Leykum, our Chair of the Board, has served as founder of Serenade Capital LLC, an investment firm, since May 2016. From October 2013 to April 2016, she served as a founding principal of HEG Capital LLC, a Connecticut-registered investment advisory firm. Prior to joining HEG Capital, Ms. Leykum was, from June 2012 to September 2013, a Vice President at Rand Group, an investment management services firm. Until June 2012, she was a Vice President of ESL Investments, Inc., which she joined in July 2004. From 2000 to 2002, Ms. Leykum worked in the Principal Investment Area at Goldman, Sachs & Co. She has served on the board of Lands’ End, Inc. (NASDAQ: LE) since April 2014, where she was previously Chairman of the Board, and she has served as a director of IES Holdings (NASDAQ: IESC) since April 2021. She graduated Phi Beta Kappa, magna cum laude from Harvard College and received an MBA with distinction from Harvard Business School. Director Qualifications The particular experience, qualifications, attributes and skills that led our Board to conclude that Ms. Leykum should serve includes her work in investment management, which brings to the Board an ability to analyze, assess and oversee corporate and financial performance, and her public company governance experience. With respect to cybersecurity qualifications, Ms. Leykum completed the Massachusetts Institute of Technology's course on "Cybersecurity Leadership for Non-Technical Executives" in 2023. | | | | | | | | Skills and Experience: | | | | | | | | | Strategic Planning / Development | | International Business | | Public Company Governance | | | | Business Development / Operations | | Finance / Capital Allocation | | Information Technology / Cybersecurity | | | | Senior Executive Leadership | | Risk Management | | | | | | | | | | |

  19. Director Nominees

    | 20 | Valaris Limited | valaris.com |

  20. Director Nominees

    | Deepak Munganahalli Founder of Sencirc Holding Limited Independent Age: 54 Director since: 2021 Committees: •Safety and Sustainability (Chair) •Strategy | Career Highlights Deepak Munganahalli founded Sencirc, an investment firm that invests and partners to develop sustainable energy and fuels in the circular economy, in September 2022. He currently serves as a director of the firm. He previously served as co-founder of JOULON, an energy industry asset management services company, with a primary focus on the EfW (energy from waste) strategy, mergers, acquisitions and divestitures from 2020 to 2022. Prior to serving as co-founder, Mr. Munganahalli served as Chairman of JOULON, an asset management company established in 2016 in partnership with KKR, from 2016 to 2020. Prior to founding JOULON, Mr. Munganahalli had a 25 year career with Schlumberger and Transocean. Most recently at Transocean, Mr. Munganahalli held leadership roles as Chief Executive Officer for Caledonia Offshore Drilling and Senior Vice President roles in Innovation and Transformation, Corporate Strategy and the Asia Pacific business. He joined the industry in 1991 working on offshore rigs as an engineer trainee and has since worked in more than ten countries globally with various positions in the contract drilling business. Mr. Munganahalli is a graduate of the Indian Institute of Technology at Kanpur and the Harvard Business School General Management Program. Director Qualifications The particular experience, qualifications, attributes and skills that led our Board to conclude that Mr. Munganahalli should serve as a director include his operational and business experience in the offshore drilling industry, which contributes to his ability to assess the sustainability risks facing the Company. | | | | | | | | Skills and Experience: | | | | | | | | | Strategic Planning / Development | | Senior Executive Leadership | | Human Capital Management | | | | Energy Industry, including oilfield services | | International Business | | Risk Management | | | | Business Development / Operations | | Finance / Capital Allocation | | Environment and Sustainability Practices | | | | | | | | |

  21. Director Nominees

    | valaris.com | 2024 Proxy Statement | 21 |

  22. Director Nominees

    | James W. Swent, III Former Chairman, President and Chief Executive Officer of Southcross Energy Partners, L.P. Independent Age: 73 Director since: 2021 Committees: •Nominating and Governance (Chair) •Audit •Compensation •Safety and Sustainability | Career Highlights James W. Swent, III served as the President, Chief Executive Officer & Chairman of the Board of Southcross Energy Partners, GP LLC, the general partner of Southcross Energy Partners, L.P., a provider of natural gas gathering, processing, treating, compression and transportation services and NGL fractionation and transportation services, from September 2018 to June 2020. Southcross Energy Partners, L.P. filed for bankruptcy in April 2019. Previously, Mr. Swent served as Chairman of the Board, President and Chief Executive Officer of Paragon Offshore Limited from July 2017 to April 2018, a global supplier of offshore jack up contract drilling services. From July 2003 to December 2015, he was Executive Vice President and Chief Financial Officer of Ensco plc, a global provider of offshore contract drilling services, which is one of our predecessor entities. He joined Ensco in July 2003 as Senior Vice President and Chief Financial Officer and retired in December 2015. Prior to joining Ensco plc, Mr. Swent served as Co-Founder and Managing Director of Amrita Holdings, LLC. Mr. Swent previously held various financial executive positions in the information technology, telecommunications and manufacturing industries, including positions with Memorex Corporation and Nortel Networks. He served as Chief Executive Officer and Chief Financial Officer of Cyrix Corporation from 1996 to 1997 and Chief Financial Officer and Chief Executive Officer of American Pad and Paper Company from 1998 to 2000. He previously served on the boards of HGIM Corp., Energy XXI Gulf Coast Inc., Co-Chairman of American Pad & Paper Co., Cyrix Corp, and Rodime PLC. Mr. Swent holds a Bachelor of Science degree in Finance and a Master’s degree in Business Administration from the University of California at Berkeley. Director Qualifications The particular experience, qualifications, attributes and skills that led our Board to conclude that Mr. Swent should serve as a director include his experience as a senior executive, including as Chief Executive Officer and Chief Financial Officer of a public company, his finance and accounting expertise, as well as experience with mergers and acquisitions. With respect to cybersecurity qualifications, Mr. Swent was directly responsible for the Information Technology department of Ensco plc for over a decade and oversaw various cybersecurity issues during this time period. | | | | | | | | Skills and Experience: | | | | | | | | | Strategic Planning / Development | | Accounting | | Risk Management | | | | Energy Industry, including oilfield services | | International Business | | Public Company Governance | | | | Business Development / Operations | | Finance / Capital Allocation | | Information Technology / Cybersecurity | | | | Senior Executive Leadership | | Human Capital Management | | | | | | | | | | |

  23. Director Nominees

    | 22 | Valaris Limited | valaris.com |

  24. Related Party Transactions

    | | Non-Executive Director | | Chair of the Board | | | Equity Compensation | | $175,000 | | $250,000 | | Annual Retainer Fee | | $100,000 | | $180,000 |

  25. Equity Compensation

    Equity Compensation All non-executive directors receive an annual equity grant of RSUs equivalent to a value of $175,000, which resulted in a grant of 2,926 RSUs for 2023, except for the Chair of the Board who receives an annual equity grant of RSUs equivalent to the value of $250,000, which resulted in a grant of 4,180 RSUs for 2023. The volume-weighted average price of our common shares for the 20 trading days preceding the equity award grant date was used to determine the number of RSUs awarded. RSUs vest in full on the earlier of the first anniversary of the grant date or the next annual meeting of shareholders following the grant. Non-executive directors are permitted to elect to receive deferred RSUs which can be settled and delivered at the six-month anniversary following the termination of the director’s service or a specific pre-determined date. Equity accumulation by our non-executive directors is encouraged, and we have share ownership guidelines, which are included in the Corporate Governance Policy. The guidelines require that each non-executive director, within five years of appointment to the Board, hold a number of vested and unvested shares of the Company having a value of at least five times the annual retainer fee. Although each director is in the five-year accumulation period, each director was in compliance, or on track to comply, with these guidelines at the end of 2023. Mr. Dibowitz, an executive director, did not receive any additional compensation for his services as a director in 2023.

  26. Equity Compensation

    | valaris.com | 2024 Proxy Statement | 35 |

  27. Director Compensation

    Director Compensation

  28. Director Compensation Table

    Director Compensation Table The compensation paid to non-executive directors who served on our Board in 2023 is as follows:

  29. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Share Awards ($)(1) | All Other Compensation ($) | Total ($) | | Elizabeth D. Leykum | 190,000 | 259,871 | — | 449,871 | | Dick Fagerstal | 140,000 | 181,909 | — | 321,909 | | James W. Swent, III | 130,000 | 181,909 | — | 311,909 | | Joseph Goldschmid | 130,000 | 181,909 | — | 311,909 | | Deepak Munganahalli | 120,000 | 181,909 | — | 301,909 | | Catherine J. Hughes | 100,000 | 181,909 | — | 281,909 | | Kristian Johansen(2) | 81,593 | 181,909 | — | 263,502 | | Gunnar Eliassen(2) | 18,750 | — | — | 18,750 |

  30. Director Compensation Table

    (1)The amounts disclosed in this column represent the aggregate grant date fair value of RSUs awarded to our directors during 2023. Grant date fair value for RSUs is measured using the closing price of our common shares on the grant date as described in “Note 10 Share Based Compensation” included in “Financial Statements and Supplementary Data” to our December 31, 2023 audited consolidated financial statements, included in our 2023 annual report. Ms. Leykum, received an award of 4,180 RSUs as Chair of the Board. Each other director, except for Mr. Eliassen whose service on the Board ended prior to the grant of awards, received an award of 2,926 RSUs. The annual equity awards vest in full on the earlier of the first anniversary of the grant date or the next annual meeting of shareholders following the grant. As of December 31, 2023, the vested shares and RSUs held by each non-executive director was as follows:

  31. Director Compensation Table

    | Name | Number of Vested Shares Held | Number of Non- Deferred RSUs Held | Number of Deferred RSUs Held(a) | Total | | Elizabeth D. Leykum | 25,983 | 10,533 | — | 36,516 | | Dick Fagerstal(b) | 7,200 | — | 20,817 | 28,017 | | James W. Swent, III(c) | — | — | 28,017 | 28,017 | | Joseph Goldschmid(d) | — | — | 28,017 | 28,017 | | Deepak Munganahalli | 20,150 | 7,867 | — | 28,017 | | Catherine J. Hughes | 1,711 | 2,926 | — | 4,637 | | Kristian Johansen | — | 2,926 | — | 2,926 |

  32. Director Compensation Table

    (a)As mentioned above, non-executive directors are permitted to elect to defer settlement of RSUs until the six-month anniversary following the termination of the director’s service or a specific pre-determined date. (b)12,950 of the 20,817 deferred RSUs held by Mr. Fagerstal have vested with 9,882 deferred to be settled until January 30, 2025 and 3,068 deferred to be settled on the six-months anniversary following his separation from the Board. (c)20,150 of the 28,017 deferred RSUs held by Mr. Swent have vested but have been deferred to be settled on the six-months anniversary following his separation from the Board. (d)20,150 of the 28,017 deferred RSUs held by Mr. Goldschmid have vested but have been deferred to be settled on the six-months anniversary following his separation from the Board. No stock options were granted to our directors during 2023 nor held by our directors as of December 31, 2023. (2)Mr. Johansen was elected to our Board on June 7, 2023. Mr. Eliassen's last day of Board service was June 7, 2023. The 2023 annual retainer fee paid to each of these directors was pro-rated for their partial service in 2023.

  33. Director Compensation Table

    | 36 | Valaris Limited | valaris.com |

  34. Director Compensation Table

    | Resolution 2: A non-binding advisory vote to approve the compensation of our named executive officers. |

  35. Director Compensation Table

    We are providing our shareholders with the opportunity to vote, on an advisory, non-binding basis, to approve the compensation of our named executive officers ("NEOs") for 2023, as disclosed in this proxy statement, including the compensation tables, and related narrative disclosures. Our executive compensation program for 2023 was developed and overseen by the Board's Compensation Committee. We encourage our shareholders to closely review the “Compensation Discussion & Analysis” section below. Our compensation program is geared towards driving long-term, sustainable business performance. It is governed by the following key tenets: •The compensation program was designed to be competitive within the drilling and oilfield services industries and equitable among various positions within the Company; •The principal objectives of the compensation program are to attract, retain, motivate and reward the executives, managers and professionals that are essential to the Company’s short-term and long-term operational and financial success; and •The compensation program was structured to promote the alignment of interests between management and our shareholders by ensuring that most of the compensation for the executive officers was variable and earned on the basis of short-term and long-term performance achievement of operational, financial (including stock price and total shareholder return) and sustainability goals (including spill prevention and personal and process safety) among others. At the 2023 Annual General Meeting of Shareholders, our shareholders recommended, by advisory vote, a one-year frequency for future advisory votes to approve NEO compensation. Consistent with this recommendation, we are conducting an advisory vote to approve the compensation of our NEOs annually. The next advisory vote to approve the compensation of our NEOs is expected to occur at our 2025 Annual General Meeting of Shareholders.

  36. Director Compensation Table

    | | The Board recommends that shareholders vote FOR the approval of the compensation of our NEOs. | | | |

  37. Director Compensation Table

    With respect to the non-binding advisory vote on resolution 2, the result of the vote will not require our Board or any committee thereof to take any action. However, our Board values the opinions of our shareholders and will carefully consider the outcome of the advisory vote on resolution 2.

  38. Director Compensation Table

    | valaris.com | 2024 Proxy Statement | 37 |

  39. Director Compensation Table

    This Compensation Discussion and Analysis (“CD&A”) provides an overview of our executive compensation philosophy, strategy, objectives and structure, and the actions taken by our Compensation Committee with respect to our NEOs. Our NEOs during 2023 were as follows:

  40. Director Compensation Table

    | Anton Dibowitz | Chris Weber | Gilles Luca | Matthew Lyne | Davor Vukadin | | President and Chief Executive Officer | SVP and Chief Financial Officer | SVP and Chief Operating Officer | SVP and Chief Commercial Officer | SVP, General Counsel and Secretary |

  41. Key Elements of Our Compensation Program

    | Element | | Primary Goals of our Executive Compensation Program | | | | | | Attract/ Retain/ Motivate | Pay for Performance | Shareholder Alignment | | Base Salary | •Provides a fixed, market level of base compensation | ✓ | | | | Annual Bonus | •Provided under the VCIP •Earned based on achievement of specified annual sustainability, operational, financial and strategic team goals | ✓ | ✓ | ✓ | | Long-Term Equity Incentives | •Executive officer awards are provided under the MIP through a combination of: •Time-Based Restricted share units (“RSUs”); and •Performance share units (“PSUs”) •RSUs generally vest over a three-year period (with settlement of 2021 and 2022 RSUs deferred until the end of their respective vesting periods) •PSUs are earned based on the attainment over a three-year performance period of challenging performance targets set by the Compensation Committee | ✓ | ✓ | ✓ |

  42. 2023 Compensation Highlights

    | Annual equity award program introduced in 2023. During 2021 and 2022, the equity awards granted to our NEOs consisted of emergence awards granted either in July 2021 following our emergence from bankruptcy or as part of the NEO’s compensation package in connection with such NEO's initial appointment as an executive officer. For 2023, the Compensation Committee shifted to a more standardized annual equity compensation program. In order to further align the interests of our NEOs with our shareholders, establish continued retention value, and to closer align our NEO compensation program with the general practice of our peer companies, the Compensation Committee granted annual equity awards consisting of RSUs (weighted 20%) and PSUs (weighted 80%). The 2023 RSUs feature backloaded vesting designed to encourage retention and vest one-third on December 31, 2024 and two-thirds on December 31, 2025, while the PSUs vest based on the Company’s absolute and relative total shareholder return (“TSR”) attainment over a three-year performance period ending December 31, 2025. These awards are discussed further below under “Elements of Our Executive Compensation Program – Long-Term Equity Incentive Awards.” VCIP bonuses for 2023 earned at 92% of target. To drive achievement of the Company’s near-term safety and sustainability, operational, financial and strategic priorities, the Company’s 2023 VCIP bonuses were earned based on achievement of annual personal and process safety, spill prevention, adjusted EBITDA, operating free cash flow, downtime performance and strategic team goals, as discussed further below under “Elements of Our Executive Compensation Program - VCIP Annual Bonus.” The Compensation Committee determined that such goals were achieved at an overall level of 92% of target. Year 2 Strategic PSUs earned at 102% of target. Of the PSUs previously granted to our NEOs in connection with our emergence or the NEO’s later appointment, 10% of the target award opportunity was allocated as “Strategic PSUs” with performance objectives to be established and assessed each year. In July 2023, the Compensation Committee assessed the achievement of the goals previously approved for the “Year 2 Strategic PSUs” (with a performance period of July 1, 2022 to June 30, 2023), which were tied to achieving and progressing the Company’s strategic pillars and Middle East strategy, optimizing the Company’s capital structure, and establishing sustainability functions, and determined that such goals were achieved at 102% of target. See “Elements of Our Executive Compensation Program - Long-Term Equity Incentive Awards - Year 2 Strategic PSU Achievement & Share Price PSU Attainment” below for a more detailed description of the factors considered by the Compensation Committee in determining such achievement. Share Price PSUs achieved second hurdle. Of the PSUs previously granted to our NEOs in connection with our emergence or the NEO’s later appointment, 70% of the target award opportunity was allocated as “Share Price PSUs,” which are earned from 0% to 150% based on the achievement of designated share price hurdles. In November 2022, after the Company’s stock price had traded at or above a $45 share price for 90 consecutive trading days, the initial 50% of the Share Price PSUs was earned. In February 2023, after the Company’s stock price had traded at or above a $55 share price for 90 consecutive trading days, an additional 50% of the Share Price PSUs was earned, resulting in an aggregate achievement of 100% of the Share Price PSUs. See “Elements of Our Executive Compensation Program - Long-Term Equity Incentive Awards - Year 2 Strategic PSU Achievement & Share Price PSU Attainment” below. |

  43. Executive Compensation Best Practices

    | | | | What We Do | What We Don’t Do | | Majority of pay at-risk Executive and director share ownership guidelines Minimum holding periods for equity awards Independent compensation consultant Annual compensation risk assessments Annual compensation benchmarking Clawback policy | Permit the pledging of Company stock Permit the hedging of Company stock Excise tax gross-ups upon a change-in-control Guaranteed salary increases Excessive executive perquisites Single trigger cash severance benefits upon a change in control |

  44. Roles of the Compensation Committee, Compensation Consultant and Management

    Roles of the Compensation Committee, Compensation Consultant and Management The principal functions of our Compensation Committee, as set forth in its charter, are to: •review and approve executive compensation independently or, with regard to our CEO, in conjunction with the non-executive members of the Board; •review with management and approve any significant changes to the Company’s compensation structure and various benefit plans; •oversee administration of the Company’s incentive-compensation and equity-based compensation plans, including the corporate goals and objectives applied to the compensation of the Company’s executives; •oversee the administration of the Company’s clawback policy in consultation with the Audit Committee (other than with respect to the CEO and any other executive director), and review and recommend changes in the policy to the Board from time to time as appropriate; •oversee compliance with SEC rules and regulations governing executive compensation; and •periodically evaluate compensation for non-executive members of the Board and recommend any changes to our Board. The Compensation Committee may delegate to one or more executive officers the authority to grant awards to employees other than executive officers, subject to applicable law and any limitations set forth in the applicable plans. Many of the features of our executive compensation program were established, reviewed and approved by our Compensation Committee, in consultation with the Compensation Committee’s independent compensation consultant, Lyons, Benenson & Company Inc. (“LB&Co”).

  45. Roles of the Compensation Committee, Compensation Consultant and Management

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  46. Roles of the Compensation Committee, Compensation Consultant and Management

    For 2023, LB&Co was engaged by the Compensation Committee to provide advice regarding: •Compensation philosophy and best practices; •Peer group composition; •Risk assessment; •Compensation program design; and •Competitive compensation analyses for executive officers and non-executive directors. LB&Co provided the Compensation Committee comparative market assessments of executive officer and non-executive director compensation levels, including information relative to compensation trends and prevailing practices. LB&Co regularly attends meetings of the Compensation Committee. The Compensation Committee also meets regularly in executive session with LB&Co outside the presence of management. LB&Co did not provide any services to the Company or management other than services requested by or with the approval of the Compensation Committee, and its services were limited to executive and non-executive director compensation consulting. The Compensation Committee regularly reviews the services provided by its independent consultant and believes that LB&Co’s engagement did not raise any conflicts of interest. The Compensation Committee monitors the independence of its compensation consultant on a periodic basis. The Compensation Committee also received information from management regarding (1) compensation trends, issues and recommendations and (2) management’s assessment of the achievement of strategic goals. Our CEO also provides his recommendations to the Compensation Committee with regard to the compensation levels for all other NEOs.

  47. Compensation Benchmarking

    Compensation Benchmarking We compete for executive-level talent with companies primarily in the energy industry, and in the drilling and oilfield services sector particularly. To provide guidance to the Compensation Committee, comparative pay data is obtained from several sources, including industry-specific surveys and compensation peer group data compiled by LB&Co. The Compensation Committee, with advice from LB&Co, annually reviews the composition of the peer group used for compensation benchmarking to ensure that it continues to provide an appropriate reference point in terms of the business focus and financial size of the constituent companies. Our compensation peer group approved by the Compensation Committee in 2022 and used for purposes of evaluating 2023 pay levels included the following companies:

  48. Compensation Benchmarking

    | •ChampionX Corporation •Diamond Offshore Drilling, Inc. •Expro Group Holding, N.V. •Helmerich & Payne, Inc. •Kosmos Energy Ltd. | •Murphy Oil Corporation •Nabors Industries Ltd. •Noble Corporation plc •NOV Inc. •Oceaneering International, Inc. | •Patterson-UTI Energy, Inc. •Superior Energy Services, Inc. •Transocean Ltd. •Weatherford International plc |

  49. Compensation Benchmarking

    * Companies marked in bold indicates companies added to the 2022 peer group. California Resources Corporation, Peabody Energy Corporation, Hess Corporation and Marathon Oil Corporation were removed after consideration of their business mix and/or financial size. This group was selected based upon an evaluation of business mix, global footprint and relative financial size (primarily but not exclusively in terms of revenues and market capitalization). Included in the group are our closest direct competitors in the drilling market along with other comparably sized energy companies with similar global scale and at least some exposure to the offshore oil and natural gas market.

  50. Compensation Benchmarking

    | 42 | Valaris Limited | valaris.com |

  51. VCIP Annual Bonus

    VCIP Annual Bonus We provide annual cash incentive awards to our NEOs under the VCIP, based on the achievement of specified performance metrics that are aligned with the creation of shareholder value and emphasize our near-term strategic goals.

  52. VCIP Annual Bonus

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  53. Overall 2023 VCIP Performance

    | Performance Measure | Performance Goals | | | 2023 Actual Performance | Resulting % of Target EarnedX | Weighting | = | Weighted % of Target | | | Threshold | Target | Maximum | | | | | | | Safety and Sustainability | | | | | | | | | | Personal Safety | 1.50 | 1.10 | 0.90 | 1.77 | 0.0% | 10.0% | | 0.0% | | Process Safety | 0.15 | 0.10 | 0.05 | 0.04 | 200.0% | 10.0% | | 20.0% | | Spill Prevention Performance | 0.60 | 0.40 | 0.20 | 0.36 | 120.0% | 5.0% | | 6.0% | | Financial | | | | | | | | | | Adjusted EBITDA (millions)(1) | $160.0 | $251.8 | $315.0 | $227.8 | 87.0% | 20.0% | | 17.0% | | Operating Free Cash Flow(2) (millions) | $19.0 | $122.7 | $203.7 | $94.5 | 86.0% | 20.0% | | 17.0% | | Operational | | | | | | | | | | Downtime (Jackup) | 2.2% | 1.7% | 1.3% | 1.8% | 87.0% | 5.0% | | 4.0% | | Downtime (Floater) | 5.0% | 3.5% | 3.0% | 6.0% | 0.0% | 5.0% | | 0.0% | | Strategic Team Goals(3) | 50.0% | 100.0% | 200.0% | 112.5% | 112.5% | 25.0% | | 28.0% | | | | | | | | | | 92.0% |

  54. Individual 2023 VCIP Annual Bonus Payouts

    Individual 2023 VCIP Annual Bonus Payouts The target 2023 award opportunity for each of our NEOs was set by the Compensation Committee in consultation with LB&Co. In January 2023, the Compensation Committee approved an increase in Mr. Vukadin’s target VCIP award, effective January 1, 2023, from 70% of his base salary to 90% of his base salary to align his award opportunity with the VCIP opportunities of our other executive officers. The target VCIP award opportunity for each of our other NEOs remained unchanged from 2022 target levels. The individual VCIP target and final earned 2023 annual bonuses are set forth in the table below for each NEO.

  55. Individual 2023 VCIP Annual Bonus Payouts

    | Executive Officer | 2023 Target VCIP Bonus (% of Salary) | 2023 Target Opportunity ($)(1)X | 2023 VCIP Weighted Payout Percentage | = | 2023 Annual Bonus | | Anton Dibowitz | 115% | $1,092,500 | 92% | | $1,005,100 | | Christopher Weber | 90% | $495,000 | 92% | | $455,400 | | Gilles Luca | 90% | $495,000 | 92% | | $455,400 | | Matthew Lyne | 90% | $500,233 | 92% | | $460,214 | | Davor Vukadin | 90% | $337,500 | 92% | | $310,500 |

  56. Individual 2023 VCIP Annual Bonus Payouts

    (1)Mr. Lyne’s target bonus opportunity was converted from British pounds to USD using the exchange rate of 1.243, which represents the average exchange rate over 2023.

  57. Performance Metrics

    Performance Metrics A description of each of the 2023 performance metrics is set forth below. As described in more detail below, awards may be earned at 0% to 200% of their target award value, with straight-line interpolation for performance between each level: •Below Threshold: 0% •Threshold: 50% •Target: 100% •Maximum: 200% EBITDA. EBITDA is one of the key financial metrics we use to align executive compensation with our financial performance and the creation of shareholder value. We include EBITDA because it is a commonly understood and utilized metric throughout the Company to reflect our financial performance. Operating Free Cash Flow. For the 2023 VCIP, the Compensation Committee added operating free cash flow as an additional financial metric to measure Company performance. Operating free cash flow also places an emphasis on the Company’s core business operations. Strategic Team Goals. Strategic team goals measure the achievement of pre-established company-wide goals designed to establish the foundation for achieving sustainable growth beyond the current year. The achievement of such strategic goals is determined by the Compensation Committee following the end of the performance period after evaluating management’s assessment of its own performance. The Compensation Committee considered the following goals in assessing performance against this metric for each of the NEOs:

  58. Performance Metrics

    | •Pillar 1 – “Focused”: Expand relationships within customer and basin prioritization framework, secure incremental backlog through rig reactivation contracts and continued focus on maximizing contract coverage for the active fleet. •Pillar 2 – “Value Driven”: Identify and implement process improvement opportunities and improve the efficiency and flexibility of Valaris and ARO capital structures. •Pillar 3 – “Responsible”: Develop emissions reduction targets and improve external sustainability profile among ratings agencies and customers; improve diversity, equity, and inclusion transparency and awareness. •Values Goal – Increase employee’s development through personal development goals and Company leadership programs and improve employee engagement as demonstrated through employee participation. |

  59. Performance Metrics

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  60. Performance Metrics

    Safety (Personal and Process). We include safety metrics in our VCIP program to emphasize operational safety as a priority in our company culture. The personal safety metric is based on the Recordable Severity Rate, which applies a severity multiplier injury classification using guidelines set forth by the International Association of Drilling Contractors, an industry group for the drilling industry, for determining recordable injury classification and accounting for the aggregate number of occurrences of work-related injuries or illnesses for every 200,000 employee hours worked. The process safety metric focuses on preventing catastrophic events such as loss of well control, fire, or explosion. The metric is based on the Process Safety Rate, which is determined by taking into account the aggregate number of process safety events above a certain severity level for every 200,000 employee hours worked. Spill Prevention Performance. We include a spill prevention performance metric in our VCIP program to align our strategic goals with objectives that are important to our communities and shareholders. This metric is based on measuring the volume of hydrocarbon and non-hydrocarbon discharge in the course of operations, normalized against 200,000 employee hours worked and considers the impact of the type of substance released. This approach recognizes that a larger spill volume of one type of material (such as brine) may not have the same impact as a smaller volume of a more hazardous material (such as hydrocarbons). Downtime. The downtime metric is included in our 2023 VCIP as an incentive to achieve strong operational performance. Downtime measures refer to any period when one of our rigs is under contract but not operational due to equipment failure or other unplanned stoppages attributable to us, resulting in a reduced or zero day rate revenue. This is a key metric that measures our ability to efficiently monetize our assets and avoid costly contractual loss of revenue associated with downtime and includes both jackup and floater downtime. The weighting between jackup and floater downtime was 5% each. See “Overall 2023 VCIP Performance” table above for our achievement during 2023 against each of these performance metrics, and the corresponding payout levels.

  61. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Our long-term incentive compensation program is designed to emphasize the retention of our executive talent and reward our NEOs for the achievement of long-term performance goals, aligning them with shareholder interests. During 2023, the Compensation Committee approved the following 2023 target equity award values for each our NEOs, excluding the emergence PSU awards approved for the strategic team goals for the third and final year of the performance period of July 1, 2023 through June 30, 2024 (the “Year 3 Strategic PSUs”), which are described further below. Of the total 2023 target equity award values approved, 20% were granted in the form of time-based RSUs and 80% were granted in the form of performance-based PSUs.

  62. Long-Term Equity Incentive Awards

    | Named Executive Officer | 2023 Target Long-Term Equity Award Value(1) | | Anton Dibowitz | $3,265,000 | | Christopher Weber | $1,237,500 | | Gilles Luca | $1,237,500 | | Matthew Lyne | $1,237,500 | | Davor Vukadin | $665,500 |

  63. Long-Term Equity Incentive Awards

    (1)The target award values shown were used to calculate the number of RSUs and target number of PSUs granted to each NEO during 2023, which is different from the grant date fair values of such awards as determined under applicable accounting principles. For the accounting grant date fair value of 2023 long-term equity awards, see the “Grants of Plan-Based Awards Table” below.

  64. 2023 Equity Awards

    2023 Equity Awards Time-based RSUs. A total of 20% of the equity awards granted in 2023 were in the form of time-based RSUs that vest one-third on December 31, 2024 and two-thirds on December 31, 2025, generally subject to NEOs’ continued employment. The backloaded vesting design was intended to promote retention and shareholder alignment, while the 20% weighting ensures NEO equity compensation remains focused on pay for performance. Performance-based RSUs. The remaining 80% of the equity awards granted in 2023 were in the form of PSUs that vest based on the Company’s achievement of absolute and relative total shareholder return (“TSR”) metrics over a three-year performance period from January 1, 2023 through December 31, 2025 (the "2023 TSR PSUs"). The relative TSR metric is measured against a performance peer group consisting of 21 companies, each of which has a similar business mix, global presence and/or financial size relative to Valaris. The Compensation Committee determined to utilize TSR as a performance metric to tie our NEOs’ compensation with the creation of long-term business growth and shareholder value. The final payout under the 2023 TSR PSUs can range from

  65. 2023 Equity Awards

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  66. 2023 Equity Awards

    0% to 200% of the target 2023 TSR PSUs granted based on the Company’s cumulative three-year absolute and cumulative three-year relative TSR, as set forth in the table below. The final payout of the 2023 TSR PSUs can range from 0% to 200% of the target 2023 TSR PSUs granted based on a payout matrix (detailed below) which specifically designates a payout percentage that would apply for certain tranches of absolute TSR achievement when coupled with designated levels of relative TSR achievement. For achievement between any of these tranches, the payout is interpolated on a straight-line basis.

  67. 2023 Equity Awards

    | Absolute TSR | | Relative TSR Measured Against Performance Peer Group | | | | | | | | Cumulative 3-Year | | | | | | | | | | Low | High | 1st Quartile | 2nd Quartile (Low) | 2nd Quartile (High) | 3rd Quartile (Low) | 3rd Quartile (High) | 4th Quartile (Low) | 4th Quartile (High) | | ≥72.79% | | 75.00% | 75.01% | 125.00% | 150.01% | 175.00% | 175.01% | 200.00% | | ≥52.10% | ≥72.77° | 50.00% | 50.01% | 75.00% | 125.01% | 150.00% | 150.01% | 175.00% | | ≥32.89% | ≥52.09% | 37.50% | 37.51% | 50.00% | 100.01% | 125.00% | 125.01% | 150.00% | | ≥15.72% | ≥32.87% | 25.00% | 25.01% | 37.50% | 75.01% | 100.00% | 100.01% | 125.00% | | ≥0.00% | ≥15.70% | —% | 0.01% | 25.00% | 50.01% | 75.00% | 75.01% | 100.00% | | -≥5.00% | -≥0.01 % | —% | —% | —% | 25.00% | 50.00% | 50.01% | 75.00% |

  68. 2023 Equity Awards

    The performance peer group used to measure our relative performance for our 2023 TSR PSUs consisted of the following companies listed below. We have selected these companies as performance peers primarily due to similarity of business focus, capital structure and the fact they are competitors within the oil and gas industry. We consider our performance peers to be companies with whom we compete for capital from the equity market and which our shareholders might consider as alternative investments.

  69. 2023 Equity Awards

    | 2023 PSU Peer Companies | | | Noble Corporation plc | Schlumberger N.V. | | Transocean Ltd. | Halliburton Company | | Seadrill Limited | Baker Hughes Company | | Borr Drilling Limited | Weatherford International plc | | Diamond Offshore Drilling Inc | NOV Inc. | | Odfjell Drilling Ltd. | TechnipFMC plc | | Shelf Drilling Ltd. | Expro Group Holdings N.V. | | Helmerich & Payne, Inc. | Oceaneering International, Inc. | | Patterson-UTI Energy, Inc. | Helix Energy Solutions Group, Inc. | | Nabors Industries Ltd. | Dril-Quip, Inc. | | Oil States International, Inc. | - |

  70. Year 2 Strategic PSU Achievement & Share Price PSU Attainment

    Year 2 Strategic PSU Achievement & Share Price PSU Attainment In connection with our emergence from bankruptcy in April 2021 (or in connection with the later appointment of the applicable NEO), we granted each NEO PSUs which vest based on (1) designated share price hurdles whereby our closing stock price must equal or exceed certain market price targets for ninety consecutive trading days (the “Share Price PSUs”) (70%), (2) relative return on capital employed as compared to a specified peer group (20%), and (3) specified annual strategic goals as established by the Compensation Committee each year (the “Strategic PSUs”) (10%). The strategic team goals for the Strategic PSUs covering the July 1, 2022 through June 30, 2023 performance period (the “Year 2 Strategic PSUs”) were established by the Compensation Committee in July 2022. In July 2023, the Compensation Committee determined an achievement of 102% after considering a variety of factors including: •the Company’s addition of nearly $3 billion of contract backlog, with a focus on filling gaps between contract periods and balancing contract utilization and dayrates; •the Company’s progress on key finance-objectives, including enhancing its capital structure by refinancing its first lien senior secured notes with second lien senior secured notes and the addition of a revolving credit facility, and establishing a return of capital framework;

  71. Year 2 Strategic PSU Achievement & Share Price PSU Attainment

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  72. Year 2 Strategic PSU Achievement & Share Price PSU Attainment

    •the Company’s progress in the Middle East, including progressing on newbuild financing; and •the Company’s establishment of various sustainability initiatives and increase in employee engagement. As a result, the following Year 2 Strategic PSUs were earned:

  73. Year 2 Strategic PSU Achievement & Share Price PSU Attainment

    | Executive Officer | Year 2 Target Strategic PSUsX | 2023 Achievement | = | Earned Year 2 Strategic PSUs | | Anton Dibowitz | 16,232 | 102% | | 16,557 | | Christopher Weber | 3,048 | 102% | | 3,109 | | Gilles Luca | 5,522 | 102% | | 5,632 | | Matthew Lyne | 3,048 | 102% | | 3,109 | | Davor Vukadin | 1,071 | 102% | | 1,092 |

  74. Year 2 Strategic PSU Achievement & Share Price PSU Attainment

    In 2022, the Company attained the first $45 share price performance hurdle for the Share Price PSUs and as a result, 50% of the Share Price PSUs were earned. In February 2023, after the Company’s stock price had traded at or above a $55 share price for 90 consecutive trading days, an additional 50% of the Share Price PSUs were earned, resulting in an aggregate achievement of 100% of the Share Price PSUs. The Share Price PSUs earned during 2023 are reflected in the table below.

  75. Year 2 Strategic PSU Achievement & Share Price PSU Attainment

    | Executive Officer | Target Share Price PSUsX | 2023 Achievement | = | Earned Share Price PSUs | | Anton Dibowitz | 340,866 | 50% | | 170,433 | | Christopher Weber | 42,668 | 50% | | 21,334 | | Gilles Luca | 115,927 | 50% | | 57,964 | | Matthew Lyne | 42,668 | 50% | | 21,334 | | Davor Vukadin | 14,968 | 50% | | 7,484 |

  76. Year 2 Strategic PSU Achievement & Share Price PSU Attainment

    These earned Strategic PSUs and Share Price PSUs remain outstanding and subject to time-based vesting requirements through the date the Compensation Committee certifies the final total number of earned PSUs after June 30, 2024.

  77. Year 3 Strategic PSU Goals

    Year 3 Strategic PSU Goals The Year 3 Strategic PSUs were established by the Compensation Committee in July 2023. The goals were determined by the Compensation Committee in light of our achievements during 2022, our long-term strategic growth objectives and areas of value to our shareholders. The strategic goals for the Year 3 Strategic PSUs were set around advancing operational and safety compliance, achieving and progressing strategic milestones, backlog growth and strategies in certain key basins, evaluating corporate development opportunities and optimizing the Company's capital structure efficiency.

  78. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid or awarded to each of our 2023 NEOs for the fiscal years ended December 31, 2023, 2022 and 2021. Messrs. Weber, Lyne, and Vukadin were not NEOs for the fiscal years ended December 31, 2021.

  79. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Share Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and NQDC Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Anton Dibowitz President and Chief Executive Officer | 2023 | 950,000 | — | 4,314,482 | 1,005,100 | — | 18,390 | 6,287,972 | | | 2022 | 950,000 | — | 692,457 | 655,500 | — | 14,090 | 2,312,047 | | | 2021 | 271,115 | — | 14,683,726 | 432,426 | — | 31,832 | 15,419,099 | | Christopher Weber Senior Vice President, Chief Financial Officer | 2023 | 550,000 | — | 1,412,962 | 455,400 | — | 17,887 | 2,436,249 | | | 2022 | 217,885 | — | 3,564,929 | 122,869 | — | 7,356 | 3,913,039 | | Gilles Luca Senior Vice President, Chief Operating Officer | 2023 | 550,000 | 500,000 | 1,590,032 | 455,400 | 46,981 | 298,441 | 3,440,854 | | | 2022 | 529,038 | 1,000,000 | 235,483 | 282,495 | — | 551,151 | 2,598,167 | | | 2021 | 525,000 | — | 3,921,762 | 1,067,794 | — | 424,162 | 5,938,718 | | Matthew Lyne(7) Senior Vice President, Chief Commercial Officer | 2023 | 555,814 | — | 1,412,962 | 460,214 | — | 14,140 | 2,443,130 | | | 2022 | 149,161 | — | 3,209,617 | 81,146 | — | 14,651 | 3,454,575 | | Davor Vukadin Senior Vice President, General Counsel and Secretary | 2023 | 375,000 | — | 719,062 | 310,500 | — | 15,946 | 1,420,508 | | | 2022 | 321,462 | 197,500 | 1,760,048 | 116,939 | — | 10,841 | 2,406,790 |

  80. Summary Compensation Table

    (1)The amounts disclosed in this column, for all NEOs other than Mr. Lyne, include amounts voluntarily deferred under the Valaris Savings Plan, our tax-qualified 401(k) retirement plan. The amounts disclosed for Mr. Lyne include amounts deferred under the Valaris UK Retirement Savings Plan. (2)Mr. Luca was awarded a $1,500,000 cash retention bonus in August 2021, which was paid in three $500,000 installments in July 2022, August 2022 and February 2023. (3)The amounts disclosed in this column for 2023 represent the aggregate grant date fair value of RSUs and PSUs granted in 2023. The strategic goals for the Year 3 Strategic PSUs were established and deemed as granted for financial accounting purposes in 2023 and thus, the grant date fair value of Year 3 Strategic PSUs are also included in the amounts shown for 2023. See "Grant of Plan-Based awards" table for additional information regarding the RSUs and PSUs granted in 2023. The grant date fair value of RSU and PSU awards are measured using the market value of our shares on the date of grant and for the PSUs include the estimated probable payout on the date of grant, respectively, as described in “Note 10 Share Based Compensation” included in “Financial Statements and Supplementary Data” to our 2023 Annual Report. See the “Long-Term Equity Incentive Awards” section of CD&A for additional information. The grant-date fair values per unit for the 2023 RSUs and Year 3 Strategic PSUs were equal to the closing price of the Company's common shares on the respective grant dates, which were (i) $64.63 per share on March 10, 2023 for the 2023 RSUs and (ii) $71.63 per share on July 18, 2023 for the Year 3 Strategic PSUs. The 2023 TSR PSUs were valued on the date of grant, March 10, 2023, using a Monte Carlo simulation, which included assumptions related to expected price volatility, the risk free interest rate and expected dividend yield as follows:

  81. Summary Compensation Table

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  82. Summary Compensation Table

    | | Valuation Assumptions | | Expected Price Volatility | 60% | | Expected Dividend Yield | — | | Risk Free Interest Rate | 4.32% | | Fair Value per Stock Price PSU | $59.28 |

  83. Summary Compensation Table

    While the Summary Compensation Table represents the grant-date fair value of the PSUs granted based on the probable outcome of performance achievement of grant, if the maximum level of payout were to be achieved by our NEOs, the aggregate value of the 2023 TSR PSUs and Year 3 Strategic PSUs reported for 2023 based on the closing price on the date of grant would be as follows:

  84. Summary Compensation Table

    | Name | Grant Date Fair Value at Maximum ($) | | Anton Dibowitz | 7,144,401 | | Christopher Weber | 2,374,324 | | Gilles Luca | 2,639,928 | | Matthew Lyne | 2,374,324 | | Davor Vukadin | 1,215,637 |

  85. Summary Compensation Table

    (4)The amounts disclosed in this column for 2023 represent bonuses earned for the 2023 plan year pursuant to the VCIP. Although the amounts for the 2023 VCIP were not paid until 2024, amounts shown in the 2023 column, include the bonuses earned for services during that year. See the “VCIP Annual Bonus” section of CD&A for additional information regarding our 2023 VCIP. (5)Represents the change in present value of accumulated benefits under the SERP. See "Pension Benefits" for additional information regarding the SERP. The Company qualified as a "smaller reporting company" under SEC rules during the year ending December 31, 2021 and was not required to disclose amounts in this column for that year. (6)The amounts disclosed in this column for 2023 represent all other compensation as follows:

  86. Summary Compensation Table

    | Name | Overseas Allowances ($)(a) | Group Term Life Insurance ($)(b) | Defined Contribution Savings Plans ($)(c) | Other ($)(d) | Total ($) | | Anton Dibowitz | — | 1,890 | 16,500 | — | 18,390 | | Christopher Weber | — | 1,387 | 16,500 | — | 17,887 | | Gilles Luca | 274,183 | 1,386 | 16,500 | 6,372 | 298,441 | | Matthew Lyne | — | 2,635 | 11,505 | — | 14,140 | | Davor Vukadin | — | 946 | 15,000 | — | 15,946 |

  87. Summary Compensation Table

    (a)Overseas allowances and reimbursements paid to Mr. Luca included the following and are described in the “Other Compensation – Perquisites and Other Personal Benefits” section in CD&A:

  88. Summary Compensation Table

    | Name | Housing Allowance ($) | Tax Equalization ($) | Transportation Allowance ($) | Other Relocation Expenses ($) | Total ($) | | Gilles Luca | 48,000 | 176,279 | 7,200 | 42,704 | 274,183 |

  89. Summary Compensation Table

    (b)The amounts disclosed in this column represent the group term life insurance premiums paid for each NEO. (c)The amounts disclosed in this column represent Company matching contributions paid into each NEO’s Savings Plan account for all NEOs except for Mr. Lyne. For Mr. Lyne, the amount disclosed represents Company matching contributions paid into the UK Retirement Savings Plan. (d)Other compensation paid to Mr. Luca in this column represents the reimbursement of tax preparation fees. (7)Mr. Lyne resides in the UK and his base salary, VCIP award and amounts reflected in "all other compensation" were paid in GBP. These values have been converted to USD using the exchange rate of 1.243 for 2023, which represents the average exchange rate during 2023.

  90. Summary Compensation Table

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  91. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The table below contains information regarding VCIP annual bonus opportunities and RSU and PSU awards granted to our NEOs during the fiscal year ended December 31, 2023:

  92. Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards Number of shares of stock or units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Anton Dibowitz | N/A | 546,250 | 1,092,500 | 2,185,000 | — | — | — | — | — | | | 3/10/2023 | — | — | — | — | 41,779 | 83,558 | — | 2,476,659 | | | 3/10/2023 | — | — | — | — | — | — | 10,446 | 675,125 | | | 7/18/2023 | — | — | — | 8,116 | 16,232 | 24,348 | — | 1,162,698 | | Christopher Weber | N/A | 247,500 | 495,000 | 990,000 | — | — | — | — | — | | | 3/10/2023 | — | — | — | — | 15,835 | 31,670 | — | 938,699 | | | 3/10/2023 | — | — | — | — | — | — | 3,960 | 255,935 | | | 7/18/2023 | — | — | — | 1,524 | 3,048 | 4,572 | — | 218,328 | | Gilles Luca | N/A | 247,500 | 495,000 | 990,000 | — | — | — | — | — | | | 3/10/2023 | — | — | — | — | 15,835 | 31,670 | — | 938,699 | | | 3/10/2023 | — | — | — | — | — | — | 3,960 | 255,935 | | | 7/18/2023 | — | — | — | 2,760 | 5,520 | 8,280 | — | 395,398 | | Matthew Lyne | N/A | 250,116 | 500,233 | 1,000,465 | — | — | — | — | — | | | 3/10/2023 | — | — | — | — | 15,835 | 31,670 | — | 938,699 | | | 3/10/2023 | — | — | — | — | — | — | 3,960 | 255,935 | | | 7/18/2023 | — | — | — | 1,524 | 3,048 | 4,572 | — | 218,328 | | Davor Vukadin | N/A | 168,750 | 337,500 | 675,000 | — | — | — | — | — | | | 3/10/2023 | — | — | — | — | 8,516 | 17,032 | — | 504,828 | | | 3/10/2023 | — | — | — | — | — | — | 2,130 | 137,662 | | | 7/18/2023 | — | — | — | 535 | 1,069 | 1,604 | — | 76,572 |

  93. Grants of Plan-Based Awards Table

    (1)The amounts disclosed in these columns represent the threshold, target and maximum potential payouts based upon the achievement of performance goals under the 2023 VCIP. The amounts earned by our NEOs under the 2023 VCIP are reflected in the "Non-Equity Incentive Plan Compensation" column of the “Summary Compensation Table.” Mr. Lyne’s threshold, target and maximum award opportunities were converted from GBP to USD using the exchange rate of 1.243, which represents the average exchange rate over 2023. (2)The amounts disclosed in these columns represent the threshold, target and maximum number of PSUs for the Year 3 Strategic PSUs that were deemed granted on July 18, 2023 for financial accounting purpose, and the target and maximum number of PSUs for the 2023 TSR PSU awards which were granted on March 10, 2023. The final payout of the 2023 TSR PSUs can range from 0% to 200% of the target PSUs granted with interpolation beginning at a 0% payout; thus, the 2023 TSR PSUs do not have a threshold payout. See the “Long-Term Equity Incentive Awards” section of CD&A for additional information. (3)The amounts disclosed in this column reflect the number of time-based RSUs granted to each NEO during 2023. (4)Amounts in this column represent the aggregate grant date fair value of the RSUs, 2023 TSR PSUs, and the Year 3 Strategic PSUs, calculated in accordance with FASB ASC Topic 718. For additional information regarding the assumptions underlying this calculation, please see “Note 10 Share Based Compensation” included in “Financial Statements and Supplementary Data” to our 2023 Annual Report.

  94. Grants of Plan-Based Awards Table

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  95. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information regarding the unvested RSU and PSU awards held by our NEOs as of December 31, 2023.

  96. Outstanding Equity Awards at Fiscal Year-End Table

    | | Share Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Anton Dibowitz | 7/1/2021 | 4,310(3) | 295,537 | — | — | | | 12/8/2021 | 34,435(4) | 2,361,208 | — | — | | | 12/8/2021 | 340,866(5) | 23,373,182 | — | — | | | 12/8/2021 | 16,557(6) | 1,135,313 | — | — | | | 12/8/2021 | — | — | 170,433(10) | 11,686,591 | | | 12/8/2021 | — | — | 97,390(11) | 6,678,032 | | | 7/19/2022 | 16,557(7) | 1,135,313 | — | — | | | 3/10/2023 | 10,446(8) | 716,282 | — | — | | | 3/10/2023 | — | — | 41,779(12) | 2,864,786 | | | 7/18/2023 | — | — | 16,232(13) | 1,113,028 | | Christopher Weber | 8/3/2022 | 7,620(4) | 522,503 | — | — | | | 8/3/2022 | 42,668(5) | 2,925,745 | — | — | | | 8/3/2022 | 3,109(7) | 213,184 | — | — | | | 8/3/2022 | — | — | 21,334(10) | 1,462,872 | | | 8/3/2022 | — | — | 12,191(11) | 835,937 | | | 3/10/2023 | 3,960(8) | 271,537 | — | — | | | 3/10/2023 | — | — | 15,835(12) | 1,085,806 | | | 7/18/2023 | — | — | 3,048(13) | 209,001 | | Gilles Luca | 7/19/2021 | 13,801(4) | 946,335 | — | — | | | 7/19/2021 | 115,927(5) | 7,949,114 | — | — | | | 7/19/2021 | 5,632(6) | 386,186 | — | — | | | 7/19/2021 | — | — | 57,964(10) | 3,974,591 | | | 7/19/2021 | — | — | 33,122(11) | 2,271,176 | | | 7/19/2022 | 5,632(7) | 386,186 | — | — | | | 3/10/2023 | 3,960(8) | 271,537 | — | — | | | 3/10/2023 | — | — | 15,835(12) | 1,085,806 | | | 7/18/2023 | — | — | 5,520(13) | 378,506 | | Matthew Lyne | 9/26/2022 | 7,620(4) | 522,503 | — | — | | | 9/26/2022 | 42,668(5) | 2,925,745 | — | — | | | 9/26/2022 | 3,109(7) | 213,184 | — | — | | | 9/26/2022 | — | — | 21,334(10) | 1,462,872 | | | 9/26/2022 | — | — | 12,191(11) | 835,937 | | | 3/10/2023 | 3,960(8) | 271,537 | — | — | | | 3/10/2023 | — | — | 15,835(12) | 1,085,806 | | | 7/18/2023 | — | — | 3,048(13) | 209,001 |

  97. Outstanding Equity Awards at Fiscal Year-End Table

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  98. Outstanding Equity Awards at Fiscal Year-End Table

    | Davor Vukadin | 7/19/2021 | 3,205(9) | 219,767 | — | — | | | 6/1/2022 | 2,406(4) | 164,979 | — | — | | | 6/1/2022 | 14,968(5) | 1,026,356 | — | — | | | 6/1/2022 | 1,092(7) | 74,878 | — | — | | | 6/1/2022 | — | — | 7,484(10) | 513,178 | | | 6/1/2022 | — | — | 4,276(11) | 293,205 | | | 3/10/2023 | 2,130(8) | 146,054 | — | — | | | 3/10/2023 | — | — | 8,516(12) | 583,942 | | | 7/18/2023 | — | — | 1,069(13) | 73,301 |

  99. Outstanding Equity Awards at Fiscal Year-End Table

    (1)Value is based on the closing price of our common shares on December 29, 2023, the last trading day of 2023, of $68.57. (2)Represents the 2021 and 2022 PSU grants, which vest and are payable from 0% to 150% of the target units granted, and the 2023 PSU grants, which vest and are payable from 0% to 200% of the target units granted. These awards are subject to attainment of the applicable performance objectives. (3)Emergence director award that vests on June 15, 2024. (4)Vests on July 19, 2024, with settlement of all previously vested units of this award deferred until after July 19, 2024. (5)Represents the Share Price PSUs which were earned during 2022 and 2023. In 2022, these awards were earned at 50% of the target number of units granted after our common shares had a closing price of $45 or more for 90 consecutive trading days. In 2023, an additional 50% of target units were earned after our common shares had a closing price of $55 or more for 90 consecutive trading days. These earned awards will not vest until after the June 30, 2024 completion date of the three-year service period. (6)Represents the Strategic PSUs covering the July 1, 2021 through June 30, 2022 performance period, which were earned during 2022, but will not vest until after the June 30, 2024 completion date of the three-year service period. (7)Represents the Year 2 Strategic PSUs which were earned during 2023, but will not vest until after the June 30, 2024 completion date of the three-year service period. (8)Vests in two installments with one-third vesting on December 31, 2024 and two-thirds vesting on December 31, 2025. (9)Vests on July 19, 2024. (10)Represents unearned Share Price PSUs, for which amounts reflect the number of units that are eligible to be earned upon the achievement of $75 closing common share price for at least 90 consecutive trading days (representing the remaining incremental 50% of the target number of units granted), following a three-year performance period that ends June 30, 2024. (11)Represents unearned PSUs granted in 2021 or 2022 that vest based on achievement of relative return on capital employed ("ROCE") metrics, for which amounts reflect the target number of units, the next level above threshold, based on performance estimated through December 31, 2023. Awards may vest at 0% to 150% of the target number of units granted following a three-year performance period that ends June 30, 2024. (12)Represents unearned 2023 TSR PSUs, for which amounts reflect the target number of units, the next level above threshold, based on performance estimated through December 31, 2023. Awards may vest at 0% to 200% of the target number of units granted following a three-year performance period that ends December 31, 2025. (13)Represents unearned Year 3 Strategic PSUs, for which amounts reflect the target number of units, the next level above threshold, based on performance estimated through December 31, 2023. Awards may vest at 0% to 150% of the target number of units granted following a three-year performance period that ends June 30, 2024.

  100. Outstanding Equity Awards at Fiscal Year-End Table

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  101. Pension Benefits

    Pension Benefits

  102. Pension Benefits Table

    Pension Benefits Table The table below shows the present value of accumulated defined benefit pension benefits for Mr. Luca at December 31, 2023. We have provided the present value of accumulated benefits at December 31, 2023 using a discount rate of 4.79% for the SERP.

  103. Pension Benefits Table

    | | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Gilles Luca | SERP | 15 | 579,645 | — |

  104. Pension Benefits Table

    (1)Years of credited service for Mr. Luca differ from actual years of service based on the date he satisfied the participation requirements under the SERP and when the SERP was frozen. Actual years of service with Valaris or its predecessor company for Mr. Luca is 27 years. These differences did not result in any increased benefits for Mr. Luca. (2)The pension liabilities are based upon actuarial computations that reflect our assumptions about future events, including long-term asset returns, interest rates, annual compensation increases, mortality rates and other factors. A discussion of assumptions is set forth in "Note 11 Pension and Other Postretirement Benefits” included in “Financial Statements and Supplementary Data” to our December 31, 2023 audited consolidated financial statements and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Management Estimates – Pension and Other Postretirement Benefits” in our 2023 Annual Report.

  105. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table One-third of the time-based RSUs granted to each of Messrs. Dibowitz and Luca in 2021, one-half of the time-based RSUs granted to each of Messrs. Weber and Lyne in 2022 and 45% of the time-based RSUs granted to Mr. Vukadin in 2022 vested on July 19, 2023. Although fully vested, such RSUs are subject to deferred settlement and will not be paid until the date the Compensation Committee certifies the final total number of earned PSUs after June 30, 2024, which we expect will occur in the third quarter of 2024. Such awards are treated as non-qualified deferred compensation under the SEC’s disclosure rules. Nonqualified Deferred Compensation Table for the Year Ended December 31, 2023.

  106. Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in 2023 ($)(1) | Registrant Contributions in 2023 ($) | Aggregate Earnings ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at FYE ($)(3) | | Anton Dibowitz | 2,415,533 | — | 737,018 | — | 4,572,774 | | Christopher Weber | 534,519 | — | (27,787) | — | 506,732 | | Gilles Luca | 968,137 | — | 307,259 | — | 1,864,147 | | Matthew Lyne | 551,155 | — | (28,652) | — | 522,503 | | Davor Vukadin | 168,746 | — | 4,642 | — | 195,473 |

  107. Nonqualified Deferred Compensation Table

    (1)The amounts disclosed in this column represent the value, as of the vesting date, of time-based RSUs which vested during 2023, but for which settlement has been deferred, net of shares issued and withheld for taxes. (2)The amounts disclosed in this column represent the change in fair value from the vesting date to December 31, 2023 of time-based RSUs which vested during 2023 or in a prior year but for which settlement has been deferred. No amounts with respect to deferred RSUs or earnings have been included in the 2023 Summary Compensation Table because such earnings do not represent above market earnings. (3)The amounts disclosed in this column represent the aggregate value of all deferred RSUs as of December 31, 2023. The grant date fair value of the deferred RSUs were previously included in the Summary Compensation Table in prior fiscal years for each NEO.

  108. Nonqualified Deferred Compensation Table

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  109. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our NEOs are eligible to receive various payments under agreements entered into with the Company or severance plans sponsored by the Company. See “Other Compensation – Employment Agreements and Severance Plan” section of CD&A for a description of such agreements and plans. For the RSUs granted to all of our NEOs, except for Mr. Vukadin’s emergence RSU grant, such RSUs are subject to full acceleration in the event of a change in control and pro-rata vesting in the event of a termination without cause, resignation for specific good reason events, retirement that occurs at least 12 months following the date of grant, death or disability. Even if an event occurs that waives the continued service vesting requirement, settlement of the emergence 2021 and 2022 RSUs (which require deferred settlement) is not accelerated, except in the case of a change in control, retirement, or death. For Mr. Vukadin’s emergence RSUs, such RSUs are subject to the same acceleration provisions as for the other NEOs, except such RSU awards do not provide for any acceleration upon a resignation for good reason and do not include a requirement that any retirement occur at least 12 months after the grant date. For all of the PSUs granted to our NEOs, such PSUs will vest upon a change in control, to the extent earned, based on achievement of the applicable performance objectives through such change in control event. In addition, a pro-rata portion of the PSUs will remain outstanding and eligible to vest based on actual performance over the full performance period in the event of a termination without cause, resignation for certain good reason events, retirement that occurs at least 12 months following the date of grant, death or disability. See “Long-Term Equity Incentive Awards” section of CD&A for additional information regarding such awards. The following tables reflect the amount of compensation that would be paid to each of our NEOs in the event of a termination of the NEO’s employment under various scenarios or a change in control. The amounts shown assume that such trigger event took place on December 31, 2023 and that the price per share of our common stock is equal to the closing price of our common shares on December 29, 2023, the last trading day of 2023, of $68.57.

  110. Potential Payments Upon Termination or Change in Control

    | Name | Death or Disability ($) | Termination without Cause or Resignation for Good Reason Not in Connection with a Change in Control ($) | Termination without Cause or Resignation for Good Reason in Connection with a Change in Control ($) | Change in Control ($) | | Anton Dibowitz | | | | | | Salary and Bonus Severance | 1,092,500 | 5,177,500 | 5,177,500 | N/A | | Benefits Continuation | N/A | 25,459 | 25,459 | N/A | | Outplacement Benefits and Legal Fee Reimbursement | N/A | 35,000 | 35,000 | N/A | | Accelerated Vesting of Equity Awards(1) | 34,711,022 | 34,711,022 | 43,281,933 | 43,281,933 | | Total | 35,803,522 | 39,948,981 | 48,519,892 | 43,281,933 | | Christopher Weber | | | | | | Salary and Bonus Severance | N/A | 1,540,000 | 1,540,000 | N/A | | Benefits Continuation | N/A | 18,107 | 18,107 | N/A | | Outplacement Benefits and Legal Fee Reimbursement | N/A | 45,000 | 45,000 | N/A | | Accelerated Vesting of Equity Awards(1) | 4,209,600 | 4,209,600 | 6,377,147 | 6,377,147 | | Total | 4,209,600 | 5,812,707 | 7,980,254 | 6,377,147 | | Gilles Luca | | | | | | Salary and Bonus Severance | N/A | 1,540,000 | 1,540,000 | N/A | | Benefits Continuation | N/A | 18,107 | 18,107 | N/A |

  111. Potential Payments Upon Termination or Change in Control

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  112. Potential Payments Upon Termination or Change in Control

    | Outplacement Benefits and Legal Fee Reimbursement | N/A | 45,000 | 45,000 | N/A | | Accelerated Vesting of Equity Awards(1) | 12,139,837 | 12,139,937 | 15,188,804 | 15,188,804 | | Total | 12,139,837 | 13,743,044 | 16,791,911 | 15,188,804 | | Matthew Lyne | | | | | | Salary and Bonus Severance(2) | N/A | 1,556,279 | 1,556,279 | N/A | | Benefits Continuation(2) | N/A | 668 | 668 | N/A | | Outplacement Benefits and Legal Fee Reimbursement | N/A | 45,000 | 45,000 | N/A | | Accelerated Vesting of Equity Awards(1) | 4,077,947 | 4,077,947 | 6,377,147 | 6,377,147 | | Total | 4,077,947 | 5,679,894 | 7,979,094 | 6,377,147 | | Davor Vukadin | | | | | | Salary and Bonus Severance | N/A | 1,050,000 | 1,050,000 | N/A | | Benefits Continuation | N/A | 16,973 | 16,973 | N/A | | Outplacement Benefits and Legal Fee Reimbursement | N/A | 45,000 | 45,000 | N/A | | Accelerated Vesting of Equity Awards(1) | 1,677,605 | 1,677,605(3) | 2,710,641 | 2,710,641 | | Total | 1,677,605 | 2,789,578 | 3,822,614 | 2,710,641 |

  113. Potential Payments Upon Termination or Change in Control

    (1)The amounts disclosed in these rows assume the acceleration of the Relative ROCE PSUs and 2023 TSR PSUs at target because such awards accelerate based on actual achievement of the applicable performance metrics. Unvested Share Price PSUs are not included because the applicable share price hurdles had not been achieved as of December 31, 2023. (2)These values have been converted to USD from British pounds using the exchange rate of 1.243, which represents the average exchange rate over 2023. (3)The amount disclosed includes 1,335 RSUs valued at approximately $91,541 as of December 31, 2023 for which vesting is not accelerated upon resignation for good reason. These relate to awards granted to Mr. Vukadin in 2021.

  114. Termination or Change in Control Payments and Benefits

    Termination or Change in Control Payments and Benefits

  115. CEO Pay Ratio

    CEO Pay Ratio We determined that, for the year ended December 31, 2023, (1) the annual total compensation of our "median employee" was $104,002; (2) the annual total compensation of our CEO as reported in the Summary Compensation Table was $6,287,972; and (3) the ratio of these amounts was 1-to-60. To identify the median employee, we used the annual base salary for all employees as of December 31, 2023, using the approach described below: We determined that, as of December 31, 2023, our employee population consisted of approximately 4,300 individuals. Our median employee was identified based on our worldwide employee population, without regard to their location, compensation arrangements, or whether such employees were full-time, part-time, seasonal or temporary workers.

  116. CEO Pay Ratio

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  117. CEO Pay Ratio

    Annual base salary was defined as the fixed portion of each employee's compensation arrangements that is paid without regard to our financial or operational performance in a given year. We gathered the requisite information applying this compensation measure with respect to our employees using the 12-month period ending December 31, 2023. We annualized the compensation of all permanent employees who were hired in 2023 but did not work for us or our consolidated subsidiaries for the entire fiscal year, but did not annualize the compensation of any part-time or seasonal employee. We did not make any cost-of-living adjustments in identifying the median employee. Using this methodology, we then selected the median employee and calculated the median employee's total annual compensation in the same manner as we calculate the total compensation of our NEOs for purposes of the Summary Compensation Table. Given the global distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of our employees. We believe that annual base salary is an appropriate, consistently applied compensation measure that provides a reasonable estimate of our pay ratio calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  118. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to CD&A above.

  119. Pay Versus Performance

    | Year | Summary compensation table total for Mr. Dibowitz(1) | Compensation actually paid to Mr. Dibowitz(2) | Summary compensation table total for Mr. Burke(1) | Compensation actually paid to Mr. Burke(2) | Average summary compensation table total for non-PEO NEOs(1)(3) | Average compensation actually paid to non-PEO NEOs(3)(4) | Value of initial fixed $100 investment based on: | | Net income (loss) (millions) (7) | Stock Price (8) | | | | | | | | | Total shareholder return(5) | Peer group total shareholder return(6) | | | | 2023 | 6,287,972 | 1,905,370 | — | — | 2,435,185 | 1,749,754 | 289.30 | 168.40 | 866.8 | 68.57 | | 2022 | 2,312,047 | 29,557,102 | — | — | 2,678,633 | 5,707,378 | 285.30 | 160.70 | 181.8 | 67.62 | | 2021 | 15,419,099 | 18,405,019 | 18,487,913 | 7,600,866 | 4,949,709 | 3,779,743 | 151.90 | 96.50 | (4,487.4) | 36.00 | | 2020 | — | — | 7,567,090 | 2,677,182 | 4,339,194 | 3,744,156 | N/A | N/A | (4,857.6) | N/A |

  120. Pay Versus Performance

    (1)Reflects the "Total" compensation reported in the Summary Compensation Table for Messrs. Dibowitz and Burke or the non-principal executive officer ("PEO") NEOs, as appropriate, in the applicable year. (2)The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year, but rather primarily reflect the change in value of outstanding equity awards for each year. The dollar amounts reported represent the amount of “compensation actually paid” to our PEO for each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with SEC rules, the following adjustments were made to total compensation to determine the 2023 compensation actually paid:

  121. Pay Versus Performance

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  122. Pay Versus Performance

    | | Anton Dibowitz | | | 2023 | | "Total" as reported in Summary Compensation Table ("SCT") | 6,287,972 | | Less, fair value of equity awards granted during the year as reported in the "Share Awards" column in SCT | (4,314,482) | | Plus, fair value at year-end of outstanding and unvested equity awards granted in the year | 4,263,773 | | Plus, change in fair value (whether positive or negative) from prior year-end to vesting date for awards granted in prior years that vested during the year | 121,675 | | Plus, change in fair value (whether positive or negative) from prior year-end to current year-end for awards granted in prior years that were unvested at end of year(a) | (4,453,568) | | Less, prior year-end fair value of awards forfeited in year | — | | Compensation Actually Paid to PEO | 1,905,370 |

  123. Pay Versus Performance

    (a)This decrease in fair value primarily relates to a reduction in the probability of achieving a maximum payout with regard to the Share Price PSUs at December 31, 2023 as compared to December 31, 2022. The fair value of those awards was derived at both dates using a Monte Carlo simulation, which reflected a modeled probability of achieving the performance goals and included assumptions related to expected price volatility and the risk free interest rate. (3)Non-PEO NEOs included for 2023 are Messrs. Weber, Luca, Lyne and Vukadin. Non-PEO NEOs included for 2022 are Messrs. Weber, Luca, Lyne, Vukadin and Gibbins. Non-PEO NEOs included for 2021 are Messrs. Luca, Gibbins, Jonathan Baksht (our former Executive Vice President and Chief Financial Officer), and Alan Quintero (our Former Senior Vice President, Business Development). Non-PEO NEOs included for 2020 are Mr. Baksht, Michael McGuinty (our former Senior Vice President, General Counsel and Secretary) and Carl G. Trowell (our former Executive Chairman). (4)The dollar amounts reported represent the average amount of "compensation actually paid” to the relevant non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid during the applicable year, but rather primarily reflect the change in value of outstanding equity awards for each year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the 2023 compensation actually paid:

  124. Pay Versus Performance

    | | Average Non-PEO NEOs | | | 2023 | | Average "Total" as reported in the (SCT) | 2,435,185 | | Less, average change in actuarial present value of accumulated benefits under defined benefit plans | (11,745) | | Less, average fair value of equity awards granted during the year as reported in the "Share Awards" column in the SCT | (1,283,755) | | Plus, average fair value at year-end of equity awards granted in the year | 1,273,739 | | Plus, average change in fair value (whether positive or negative) from prior year-end to vesting date for awards granted in prior years that vested during the year | 40,803 | | Plus, average fair value (whether positive or negative) of equity awards granted and vested in the year | — | | Plus average change in fair value (whether positive or negative) from prior year-end to current year-end for awards granted in prior years that were unvested at end of current year(a) | (704,473) | | Less, average prior year-end fair value of awards forfeited in year | — | | Average Compensation Actually Paid to Non-PEO NEOs | 1,749,754 |

  125. Pay Versus Performance

    (a)This decrease in fair value primarily relates to a reduction in the probability of achieving a maximum payout with regard to the Share Price PSUs at December 31, 2023 as compared to December 31, 2022. The fair value of those awards was derived at both dates using a Monte Carlo simulation, which reflected a modeled probability of achieving the performance goals and included assumptions related to expected price volatility and the risk free interest rate. (5)Cumulative total shareholder return ("TSR") is calculated assuming $100 was invested on May 3, 2021, which represents the first trading date after our emergence from Chapter 11, and through the end of each fiscal year shown in the table. (6)The peer group used for this purpose is the Dow Jones U.S. Select Oil Equipment & Services Index. (7)The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements included in our annual report on Form 10-K filed with the SEC for each applicable year. The net loss reported for 2021 is comprised of a loss of $23.6 million for the eight months ended December 31, 2021 successor period and a loss

  126. Pay Versus Performance

    | 64 | Valaris Limited | valaris.com |

  127. Pay Versus Performance

    of $4,463.8 million for the four months ended April 30, 2021 predecessor period. In our 2023 proxy statement, we inadvertently disclosed net income (loss) attributable to Valaris in lieu of net income (loss) in this column. We have adjusted the net income values shown above to reflect our net income (loss) for such years. (8)The company-selected measure is our stock price on the last trading day of each respective year. Our common shares began trading on NYSE on May 3, 2021, following our emergence from Chapter 11.

  128. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with SEC rules, the Company is providing the following graphical descriptions of the relationships between information presented in the Pay versus Performance table.

  129. Compensation Actually Paid and Cumulative Company TSR and Peer Group TSR

    Compensation Actually Paid and Cumulative Company TSR and Peer Group TSR

  130. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss)

  131. Compensation Actually Paid and Net Income (Loss)

    | 66 | Valaris Limited | valaris.com |

  132. Compensation Actually Paid and Company Selected Measure (Stock Price)

    Compensation Actually Paid and Company Selected Measure (Stock Price)

  133. Compensation Actually Paid and Company Selected Measure (Stock Price)

    | valaris.com | 2024 Proxy Statement | 67 |

  134. Compensation Actually Paid and Company Selected Measure (Stock Price)

    | Resolution 3: To approve the appointment of KPMG LLP as our independent registered public accounting firm until the close of the next Annual General Meeting of shareholders and to authorize the Board, acting by its audit committee, to set KPMG LLP’s remuneration. |

  135. Compensation Actually Paid and Company Selected Measure (Stock Price)

    The Board proposes and recommends the approval of the appointment of KPMG LLP as the Company’s independent registered public accounting firm until the close of the next annual general meeting of shareholders to audit our books, records, and accounts and those of our subsidiaries for the fiscal year ended December 31, 2024, and to authorize the Board, acting by the Audit Committee, to determine the remuneration of the independent registered public accountants. Representatives of KPMG LLP will be present at the Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate shareholder questions. As a shareholder of record, if no indication is given as to how you want your shares to be voted, but your proxy is executed, the persons designated as proxies will vote the proxies received FOR resolution 3.

  136. Compensation Actually Paid and Company Selected Measure (Stock Price)

    | | The Board recommends that shareholders vote FOR the approval of the appointment of KPMG LLP as our independent registered public accounting firm until the close of the next Annual General Meeting of the shareholders and to authorize the Board of Directors, acting by its Audit Committee, to set our auditors’ remuneration. | | | |