DEF 14A of Valaris Ltd, Apr 17, 2025

DEF 14A of Valaris Ltd

Filed Apr 17, 2025 · FY20240000314808-25-000063

Open on EDGAR

  1. Board Nominees

    Board Nominees

  2. Board Nominees

    | Name and Principal Occupation | Age | Independent | Director Since | Current Committee Membership | | | | | | | | | | | | | | | | Elizabeth D. Leykum (Chair of the Board) Founder of Serenade Capital LLC | 46 | Yes | 2021 | ● | ● | | ● | ● | | Anton Dibowitz President and Chief Executive Officer of Valaris Limited | 53 | No | 2021 | | | | | ● | | Dick Fagerstal Former Executive Chairman of Global Marine Group | 64 | Yes | 2021 | ● | | ● | | | | Joseph Goldschmid Managing Director, Oak Hill Advisors, L.P. | 39 | Yes | 2021 | | ● | | ● | ● | | Catherine J. Hughes Former Executive Vice President International at Nexen Inc. | 62 | Yes | 2022 | ● | | ● | ● | | | Kristian Johansen Chief Executive Officer of TGS ASA | 53 | Yes | 2023 | | ● | ● | | ● |

  3. Board Nominees

    | ● Chair ● Member |

  4. Board Nominees

    | 6 | Valaris Limited | valaris.com |

  5. Board Nominees

    Proxy Summary

  6. 2024 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

    | Elizabeth D. Leykum Founder of Serenade Capital LLC Independent Age: 46 Director since: 2021 Chair of the Board 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 served as a director of IES Holdings (NASDAQ: IESC) from April 2021 to September 2024. She graduated Phi Beta Kappa, magna cum laude from Harvard College and received an MBA with distinction from Harvard Business School. With respect to cybersecurity and artificial intelligence qualifications, Ms. Leykum completed the Massachusetts Institute of Technology's course on "Cybersecurity Leadership for Non-Technical Executives" in 2023 and the Harvard Business School Online course "Artificial Intelligence Essentials for Business" in 2024. 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. | | | | | | | | Skills and Experience: | | | | | | | | | Strategic Planning / Development | | Accounting | | Risk Management | | | | Business Development / Operations | | International Business | | Public Company Governance | | | | Senior Executive Leadership | | Finance / Capital Allocation | | Information Technology / Cybersecurity / Artificial Intelligence | | | | | | | | |

  9. Director Nominees

    | 12 | Valaris Limited | valaris.com |

  10. Director Nominees

    | Anton Dibowitz President and Chief Executive Officer of Valaris Age: 53 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 | | | | | | | | | | |

  11. Director Nominees

    | valaris.com | 2025 Proxy Statement | 13 |

  12. Director Nominees

    | Dick Fagerstal Former Executive Chairman of the Global Marine Group Independent Age: 64 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 its 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 continued to serve as a director of Global Marine Group until the sale of the business in March 2025. 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. With respect to cybersecurity and artificial intelligence 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 and completed Stanford University and Harvard University coursework on artificial intelligence governance in 2025. Mr. Fagerstal also obtained an NACD Directorship Certification in 2023. 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. | | | | | | | | 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 / Artificial Intelligence | | | | | | | | |

  13. Director Nominees

    | 14 | Valaris Limited | valaris.com |

  14. Director Nominees

    | Joseph Goldschmid Managing Director at Oak Hill Advisors, L.P. Independent Age: 39 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 $70 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 | | | | | | | | | | |

  15. Director Nominees

    | valaris.com | 2025 Proxy Statement | 15 |

  16. Director Nominees

    | Catherine J. Hughes Former Executive Vice President International at Nexen Inc. Independent Age: 62 Director since: 2022 Committee: •Audit •Nominating and Governance (Chair) •Safety and Sustainability (Chair) | Career Highlights Catherine J. Hughes has served as a non-executive director of Shell plc since 2017, including as Chair of its 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 knowledge of operations and human resources, including experiences at senior executive 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 | | | | | | | | | | |

  17. Director Nominees

    | 16 | Valaris Limited | valaris.com |

  18. Director Nominees

    | Kristian Johansen Chief Executive Officer of TGS ASA Independent Age: 53 Director since: 2023 Committee: •Compensation •Safety and Sustainability •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 currently serves on the board of directors of International Seaways (NYSE: INSW) and has served as a board member and chair of several energy industry associations. 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 | | | | | | | | | | |

  19. Related Party Transactions

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

  20. Equity Compensation

    Equity Compensation The annual equity compensation paid to all of our non-executive directors is paid in the form of an equity grant of RSUs. Effective July 1, 2024, the Committee Service Retainer Fees are also paid in the form of RSU grants. The number of RSUs awarded to non-executive directors was determined using the volume-weighted average price of our common shares for the 20 trading days preceding the equity award grant date. 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. Beginning with their 2024 awards, non-executive directors can also elect for up to 40% of their RSU grants to be settled in cash.

  21. Equity Compensation

    | 28 | Valaris Limited | valaris.com |

  22. Director Compensation

    Director Compensation 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 their Annual Cash Retainer Fee. Although each incumbent 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 2024. Mr. Dibowitz, an executive director, did not receive any additional compensation for his services as a director in 2024. The equity compensation granted to non-executive directors in 2024 is as follows:

  23. Director Compensation

    | Name | Annual Equity Compensation RSUs (#)(1) | Additional Retainer Fees RSUs (#)(2) | Total (#) | | Current Directors: | | | | | Elizabeth D. Leykum | 3,329 | 533 | 3,862 | | Dick Fagerstal | 2,330 | 800 | 3,130 | | Joseph Goldschmid | 2,330 | 667 | 2,997 | | Catherine J. Hughes(3) | 2,330 | 978 | 3,308 | | Kristian Johansen(3) | 2,330 | 378 | 2,708 | | Former Directors: | | | | | James W. Swent, III(4) | 2,330 | 800 | 3,130 | | Deepak Munganahalli(4) | 2,330 | 533 | 2,863 |

  24. Director Compensation

    (1)All non-executive directors receive an annual equity grant of RSUs with a value of $175,000, which resulted in a grant of 2,330 RSUs for 2024, except for the Chair of the Board who receives an annual equity grant of RSUs with a value of $250,000, which resulted in a grant of 3,329 RSUs for 2024. (2)Amount represents additional retainer fees granted in the form of RSUs for non-executive directors service as committee members or committee chairs. (3)In August 2024, Ms. Hughes became the chair of the Safety and Sustainability Committee, and in October 2024 she became the chair of the Nominating and Governance Committee. She received 578 RSUs as additional retainer fees for her service in these roles pro-rated for the partial service period in 2024. Also, Mr. Johansen joined the Safety and Sustainability Committee in August 2024, and the Compensation Committee in December 2024. He received a total of 244 RSUs as additional retainer fees for his membership in these committees pro-rated for the partial service period in 2024. (4)Messrs. Munganahalli and Swent resigned from the Board on July 18, 2024 and October 15, 2024, respectively, and all of their equity awards granted in 2024 were forfeited upon their resignations.

  25. Director Compensation

    | valaris.com | 2025 Proxy Statement | 29 |

  26. Director Compensation

    Director Compensation

  27. Director Compensation Table

    Director Compensation Table The compensation paid to non-executive directors who served on our Board in 2024 is as follows:

  28. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Share Awards ($)(1) | Total ($) | | Current Directors: | | | | | Elizabeth D. Leykum | 182,500 | 292,276 | 474,776 | | Dick Fagerstal | 110,000 | 236,878 | 346,878 | | Joseph Goldschmid | 107,500 | 226,813 | 334,313 | | Catherine J. Hughes | 100,000 | 235,947 | 335,947 | | Kristian Johansen | 100,000 | 197,468 | 297,468 | | Former Directors: | | | | | James W. Swent, III(2) | 82,500 | 236,878 | 319,378 | | Deepak Munganahalli(2) | 55,000 | 216,672 | 271,672 |

  29. Director Compensation Table

    (1)The amounts disclosed in this column represent the aggregate grant date fair value of RSUs awarded to our directors during 2024. The grant date fair value for RSUs is measured using the closing price of our common shares on the grant date as described in “Note 8 Share Based Compensation” included in “Financial Statements and Supplementary Data” to our December 31, 2024 audited consolidated financial statements, included in our 2024 annual report. As of December 31, 2024, the vested and unvested RSUs held by each non-executive director for both deferred and non-deferred shares were as follows:

  30. Director Compensation Table

    | Name | Number of Vested Shares Held | Number of Unvested and Non-Deferred Outstanding RSUs | Number of Deferred RSUs (Vested and Unvested)(a) | Total(b) | | Elizabeth D. Leykum | 36,516 | 3,862 | — | 40,378 | | Dick Fagerstal(c) | 7,200 | — | 23,947 | 31,147 | | Joseph Goldschmid(d) | — | — | 31,014 | 31,014 | | Catherine J. Hughes(e) | 4,136 | 3,308 | — | 7,444 | | Kristian Johansen | 2,926 | 2,708 | — | 5,634 |

  31. Director Compensation Table

    (a)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)Amounts disclosed for Ms. Leykum, Mr. Fagerstal and Mr. Johansen include unvested RSU awards of 1,545, 1,252 and 986, respectively, which they have elected to settle in cash. (c)20,817 of the 23,947 deferred RSUs held by Mr. Fagerstal have vested, with 14,823 deferred RSUs to be settled on January 30, 2025 and 5,994 deferred to be settled on the six-month anniversary following his separation from the Board. (d)28,017 of the 31,014 deferred RSUs held by Mr. Goldschmid have vested and are to be settled on the six-month anniversary following his separation from the Board. (e)Amounts shown exclude 501 common shares which were withheld to meet tax withholding obligations. No stock options were granted to our directors during 2024 or were held by our directors as of December 31, 2024. (2)Messrs. Munganahalli and Swent's annual retainer fees reflect their partial service in 2024. All of their 2024 equity grants were forfeited, and they did not realize any value from these grants.

  32. Director Compensation Table

    | 30 | Valaris Limited | valaris.com |

  33. Director Compensation Table

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

  34. 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 2024, as disclosed in this proxy statement, including the compensation tables, and related narrative disclosures. Our executive compensation program for 2024 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) safety (including personal and process safety) and sustainability goals (including spill prevention) 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 2026 Annual General Meeting of Shareholders.

  35. Director Compensation Table

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

  36. 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.

  37. Director Compensation Table

    | valaris.com | 2025 Proxy Statement | 31 |

  38. 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 2024 were as follows:

  39. 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 |

  40. Key Elements of Our 2024 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 | •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 •PSUs are earned based on the attainment over a three-year performance period of challenging performance targets set by the Compensation Committee | | | |

  41. 2024 Compensation Highlights

    | VCIP bonuses for 2024 earned at 107% of target. To drive achievement of the Company’s near-term safety and sustainability, operational, financial and strategic priorities, the Company’s 2024 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 107% of target. Certification of final achievement for Emergence PSUs. During 2021 and 2022, the performance-based equity awards granted to our NEOs consisted of emergence awards (“Emergence PSUs”) granted either in July 2021 following our emergence from bankruptcy or in connection with such NEO's initial appointment as an executive officer. The Emergence PSUs were structured such that: (1) 70% of the target award opportunity could be earned based on the achievement of designated share price hurdles (“Share Price PSUs”), (2) 20% could be earned based on return on capital employed (“ROCE”) performance relative to a group of our peers over a three-year period (“Relative ROCE PSUs”), and (3) 10% could be earned based on the achievement of annual strategic objectives established and assessed each year by the Compensation Committee (“Strategic PSUs”). The Emergence PSUs were eligible to vest from 0%-150% of the target award opportunity with an overall three-year performance period that ended on June 30, 2024. The Share Price PSUs were earned at 100% of target after achieving a 90 consecutive day $45 share price hurdle in November 2022 (reflecting a 52% increase from the Company’s closing price on July 1, 2021) and a 90 consecutive day $55 share price hurdle in February 2023 (reflecting an 86% increase from the Company’s closing price on July 1, 2021). The final (maximum) $75 hurdle was not achieved by the end of the performance period, resulting in the forfeiture of those Share Price PSUs. The Compensation Committee had previously certified achievement of each of the “Year 1” and “Year 2” Strategic RSUs at 102% of target in July of 2022 and July of 2023, respectively. In September 2024, the Compensation Committee assessed the achievement of the “Year 3” Strategic PSUs (with a performance period of July 1, 2023 to June 30, 2024). The "Year 3" Strategic PSUs were tied to improving operational and safety compliance, accelerating backlog growth and expanding relations with strategic customers, progressing the Company’s strategic pillars, evaluating corporate development opportunities, and optimizing ARO’s capital structure, and the Compensation Committee determined that such goals were achieved at 81% of target. At this same meeting, the Compensation Committee assessed the three-year relative ROCE performance (for the period from July 1, 2021 to June 30, 2024) and determined that the Relative ROCE PSUs were earned at 100% of target. As a result the NEO’s Emergence PSUs were earned at an aggregate payout of either 99.2% (for those granted in 2022) or 99.5% (for those granted in 2021) of target. See “Elements of Our Executive Compensation Program - Long-Term Equity Incentive Awards - Emergence PSUs Final Achievement” below. Majority of 2024 NEO equity awards were performance-based. Consistent with 2023, the Compensation Committee granted annual equity awards in 2024, of which 80% were performance-based PSUs and 20% were time-based RSUs. The 2024 RSUs feature annual vesting designed to encourage retention over the three-year vesting period and 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, 2026. These awards are discussed further below under “Elements of Our Executive Compensation Program – Long-Term Equity Incentive Awards.” |

  42. Executive Compensation Best Practices

    | | | | What We Do | What We Don’t Do | | Majority of pay at-risk Robust executive and director share ownership guidelines Minimum holding periods for equity awards Independent compensation consultant Annual compensation risk assessments Annual compensation benchmarking | 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 |

  43. 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, which is overseen by the Board), 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.”). For 2024, LB&Co. was engaged by the Compensation Committee to provide advice regarding: •Compensation philosophy and best practices; •Peer group composition; •Compensation risk assessment; •Compensation program design; and •Competitive compensation analyses for executive officers and non-executive directors.

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

    | valaris.com | 2025 Proxy Statement | 35 |

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

    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.

  46. 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 so 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 2023 and used for purposes of evaluating 2024 pay levels included the following companies*:

  47. 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 |

  48. Compensation Benchmarking

    * Tidewater Inc. was added in 2024 for the peer group used for evaluating 2025 pay levels, and Diamond Offshore Drilling, Inc. was removed following its merger with Noble Corporation plc. 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.

  49. 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.

  50. Overall 2024 VCIP Performance

    | Performance Measure | Performance Goals | | | 2024 Actual Performance | Resulting % of Target EarnedX | Weighting | = | Weighted % of Target | | | Threshold | Target | Maximum | | | | | | | Safety and Sustainability | | | | | | | | | | Personal Safety | 1.50 | 1.40 | 0.90 | 1.03 | 174.0% | 12.5% | | 22.0% | | Process Safety(1) | 0.15 | 0.10 | 0.05 | 0.09 | 120.0% | 12.5% | | 15.0% | | Spill Prevention Performance | 0.60 | 0.40 | 0.20 | 0.41 | 98.0% | 5.0% | | 5.0% | | Financial | | | | | | | | | | Adjusted EBITDA (millions)(2) | $413.0 | $548.0 | $654.0 | $520.2 | 90.0% | 20.0% | | 18.0% | | Operating Free Cash Flow (millions)(3) | $154.9 | $313.5 | $446.4 | $261.2 | 84.0% | 20.0% | | 17.0% | | Operational | | | | | | | | | | Downtime (Jackup) | 2.20% | 1.77% | 1.30% | 2.24% | 0.0% | 5.0% | | 0.0% | | Downtime (Floater) | 5.00% | 4.75% | 3.00% | 2.55% | 200.0% | 5.0% | | 10.0% | | Strategic Team Goals | 50.0% | 100.0% | 200.0% | 99.0% | 99.0% | 20.0% | | 20.0% | | | | | | | | | | 107.0% |

  51. Individual 2024 VCIP Annual Bonus Payouts

    Individual 2024 VCIP Annual Bonus Payouts The target 2024 VCIP award opportunity for each of our NEOs was set by the Compensation Committee in consultation with LB&Co. and remained unchanged from 2023 target levels. The individual VCIP target and final earned 2024 annual bonuses are set forth in the table below for each NEO.

  52. Individual 2024 VCIP Annual Bonus Payouts

    | Executive Officer | 2024 Target VCIP Bonus (% of Salary) | 2024 Target Opportunity ($)X | 2024 VCIP Weighted Payout Percentage | = | 2024 Annual Bonus | | Anton Dibowitz | 115% | $1,092,500 | 107% | | $1,168,975 | | Christopher Weber | 90% | $495,000 | 107% | | $529,650 | | Gilles Luca | 90% | $495,000 | 107% | | $529,650 | | Matthew Lyne(1) | 90% | $514,720 | 107% | | $550,750 | | Davor Vukadin (2) | 90% | $356,189 | 107% | | $381,122 |

  53. Individual 2024 VCIP Annual Bonus Payouts

    (1)Mr. Lyne’s amounts shown were converted from British pounds to USD using the exchange rate of 1.279, which represents the average exchange rate over 2024. (2)Mr. Vukadin's target bonus opportunity and annual bonus were pro-rated to reflect the effective date (March 3, 2024) of his base salary increase.

  54. Performance Metrics

    Performance Metrics A description of each of the 2024 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. Operating free cash flow is an additional financial metric we use to measure Company performance, which 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:

  55. Performance Metrics

    | •Pillar 1 – “Focused”: Deepen relationships with strategic customers and expand footprint in priority basins, secure incremental backlog through long-term contracts and continued focus on maximizing contract coverage for the active fleet. •Pillar 2 – “Value Driven”: Improve subsea performance and drive internal process improvements. •Pillar 3 – “Responsible”: Progress sustainability and operational integrity initiatives. •Values Goal – Improve employee engagement and offshore leadership programs, further develop an inclusive employee base and build and implement a Behavioral Framework. |

  56. Performance Metrics

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  57. Performance Metrics

    Safety (Personal and Process). We increased the weighting of the 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 2024 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 2024 VCIP Performance” table above for our achievement during 2024 against each of these performance metrics, and the corresponding payout levels.

  58. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Our long-term incentive compensation program is designed to promote the retention of our executive talent and reward our NEOs for the achievement of long-term performance goals, aligning them with shareholder interests. During 2024, the Compensation Committee approved the following 2024 target equity award values for each our NEOs, each of which was increased relative to 2023 levels to further align our NEOs' total target compensation opportunities with market levels and increase the retentive value of such awards while also rewarding pay for performance.

  59. Long-Term Equity Incentive Awards

    | Named Executive Officer | 2024 Target Long-Term Equity Award Value(1) | | Anton Dibowitz | $5,800,000 | | Christopher Weber | $2,062,500 | | Gilles Luca | $2,062,500 | | Matthew Lyne | $2,062,500 | | Davor Vukadin | $1,200,000 |

  60. 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 2024 based on the volume weighted average price of our common shares for the 20 trading days preceding the equity award grant, 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 2024 long-term equity awards, see the “Grants of Plan-Based Awards Table” below.

  61. Long-Term Equity Incentive Awards

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  62. 2024 Equity Awards

    2024 Equity Awards Time-based RSUs. A total of 20% of the equity awards granted in 2024 were in the form of time-based RSUs that vest one-third on each anniversary of the grant date, generally subject to NEOs’ continued employment. The annual vesting design promotes retention and shareholder alignment, while the 20% weighting focuses NEO equity compensation on pay for performance. Performance-based RSUs. The remaining 80% of the equity awards granted in 2024 were in the form of PSUs that vest based on the Company’s achievement of cumulative absolute and relative total shareholder return (“TSR”) metrics over a three-year performance period from January 1, 2024 through December 31, 2026 (the "2024 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 continued to use TSR as a performance metric to tie our NEOs’ compensation with the creation of long-term business growth and shareholder value. The final payout of the 2024 TSR PSUs can range from 0% to 200% of the target 2024 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. If the Company's absolute TSR is less than negative 5%, the 2024 TSR PSUs payout would be 0% regardless of the Company's relative performance against its performance peer group.

  63. 2024 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% |

  64. 2024 Equity Awards

    The performance peer group used to measure our relative performance for our 2024 TSR PSUs remained unchanged from 2023 and consisted of the following companies, which were selected 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.

  65. 2024 Equity Awards

    | 2024 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. | - |

  66. 2024 Equity Awards

    * Following the establishment of the 2024 performance peer group, Diamond Offshore Drilling merged with Noble Corporation plc, and Dril-Quip merged with Innovex Downhole Solutions, Inc during 2024. In accordance with the terms of the 2024 TSR PSUs, these two companies were removed from the performance peer group.

  67. 2024 Equity Awards

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  68. Emergence PSUs Final Achievement

    Emergence PSUs Final Achievement 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 the Emergence 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 ROCE as compared to a specified peer group (20%), and (3) specified annual strategic goals as established by the Compensation Committee each year (10%).

  69. Share Price PSU Achievement

    Share Price PSU Achievement The Share Price PSUs were earned at 100% of target after achieving a 90 consecutive day $45 share price hurdle in December 2022 (reflecting a 52% increase from the Company’s closing price on July 1, 2021) and a 90 consecutive day $55 share price hurdle in February 2023 (reflecting an 86% increase from the Company’s closing price on July 1, 2021). The final (maximum) $75 share price hurdle was not achieved, and thus, no additional Share Price PSUs were eligible to vest.

  70. Relative ROCE PSU Achievement

    Relative ROCE PSU Achievement During the performance period for the Relative ROCE PSUs (July 1, 2021 – June 30, 2024), our ROCE achieved a rank of 5 out of 9 compared to a select group of peer companies (the peer group, including Valaris, was adjusted from 10 to 9 peer companies following the merger of Noble Corporation plc and The Drilling Company of 1972 A/S (Maersk Drilling)). Based on such performance, in September 2024, the Compensation Committee certified an achievement of the Relative ROCE PSUs at target performance (100%).

  71. Year 3 Strategic PSU Achievement

    Year 3 Strategic PSU Achievement The strategic team goals for the Strategic PSUs covering the July 1, 2023 through June 30, 2024 performance period (the “Year 3 Strategic PSUs”) were established by the Compensation Committee in July 2023. In September 2024, the Compensation Committee determined an achievement of 81% after considering a variety of factors including: •the Company’s organizational changes to improve operational performance and safety compliance, conducting of leadership and safety training and improved performance across health, safety and environment metrics and downtime performance; •the Company’s progress on backlog (with notable contracting in priority basins and a fully contracted North Sea fleet for 2024); •the Company’s establishment of various sustainability initiatives and an increase in employee engagement and inclusion results; •the Company's evaluation and pursuit of several value accretive corporate opportunities and financing alternatives; and •the Company's progress on increasing ARO's capital efficiency and progress on strategic partnerships.

  72. Emergence PSUs Final Achievement

    Emergence PSUs Final Achievement After considering the results outlined above, the Compensation Committee certified the final earned Emergence PSUs for each of the NEOs as reflected in the table below.

  73. Emergence PSUs Final Achievement

    | Executive Officer | Share Price PSUs (Earned at 100%) | Relative ROCE PSUs (Earned at 100%) | Year 1 Strategic PSUs (Earned at 102%)(1) | Year 2 Strategic PSUs (Earned at 102%) | Year 3 Strategic PSUs (Earned at 81%) | Total Earned Emergence PSUs | | Anton Dibowitz | 340,866 | 97,391 | 16,557 | 16,557 | 13,148 | 484,519 | | Christopher Weber | 42,668 | 12,191 | — | 3,109 | 2,469 | 60,437 | | Gilles Luca | 115,927 | 33,122 | 5,632 | 5,632 | 4,473 | 164,786 | | Matthew Lyne | 42,668 | 12,191 | — | 3,109 | 2,469 | 60,437 | | Davor Vukadin | 14,968 | 4,277 | — | 1,092 | 867 | 21,204 |

  74. Emergence PSUs Final Achievement

    (1)Messrs. Weber, Lyne and Vukadin were not eligible for the Year 1 Strategic PSUs in light of the dates of their appointments to their executive officer roles.

  75. Emergence PSUs Final Achievement

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  76. Equity Grant Timing

    Equity Grant Timing The Compensation Committee generally approves grants of annual equity awards to NEOs at its first quarterly meeting of the year, which is usually held in early March, following the release of fourth quarter earnings. On occasion, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. We have not made any grants of stock options to our NEOs, and stock option grants are not currently part of our compensation program. During fiscal year 2024, we did not time the disclosure of material non-public information for purposes of affecting the value of executive compensation.

  77. Equity Grant Timing

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  78. Equity Grant Timing

    The Compensation Committee has reviewed and discussed the CD&A for the year ended December 31, 2024 with management. In reliance on the reviews and discussions referred to above, the Compensation Committee recommended to the Board that the CD&A be included in the Company’s proxy statement on Schedule 14A for the 2025 Annual General Meeting of Shareholders and incorporated by reference into the Company's Form 10-K for the year ended December 31, 2024. Submitted by the Compensation Committee:

  79. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid or awarded to each of our 2024 NEOs for the fiscal years ended December 31, 2024, 2023 and 2022.

  80. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Share Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and NQDC Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Anton Dibowitz President and Chief Executive Officer | 2024 | 950,000 | — | 5,616,806 | 1,168,975 | — | 19,140 | 7,754,921 | | | 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 | | Christopher Weber Senior Vice President, Chief Financial Officer | 2024 | 550,000 | | 1,997,375 | 529,650 | — | 18,637 | 3,095,662 | | | 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 | 2024 | 550,000 | — | 1,997,375 | 529,650 | 18,288 | 124,603 | 3,219,916 | | | 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 | | Matthew Lyne(6) Senior Vice President, Chief Commercial Officer | 2024 | 571,911 | — | 1,997,375 | 550,750 | — | 15,511 | 3,135,547 | | | 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 | 2024 | 395,192 | — | 1,162,170 | 381,122 | — | 16,257 | 1,954,741 | | | 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 |

  81. 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. The amount disclosed for Mr. Vukadin reflects the base salary he received during 2024, which is less than the annualized amount shown in CD&A due to his base salary increase being effective as of March 3, 2024. (2)The amounts disclosed in this column for 2024 represent the aggregate grant date fair value of RSUs and PSUs granted in 2024. 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, as described in “Note 8 Share Based Compensation” included in “Financial Statements and Supplementary Data” to our 2024 Annual Report. See the “Long-Term Equity Incentive Awards” section of CD&A for additional information. The grant-date fair value per unit for the 2024 RSUs was equal to the closing price of the Company's common shares, which was $65.27 per share on March 5, 2024. The 2024 TSR PSUs were valued on the date of grant, March 5, 2024, using a Monte Carlo simulation, which included assumptions related to expected price volatility, the risk free interest rate and expected dividend yield as follows:

  82. Summary Compensation Table

    | | Valuation Assumptions | | | | Expected Price Volatility | | 49 | | | Expected Dividend Yield | | — | | | Risk Free Interest Rate | | 4.31 | | | Fair Value per TSR PSU | | | 62.69 |

  83. Summary Compensation Table

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  84. Summary Compensation Table

    While the Summary Compensation Table represents the grant-date fair value of PSUs granted based on the probable outcome of performance achievement, if the maximum level of payout were to be achieved by our NEOs, the aggregate value of the 2024 TSR PSUs based on the closing price on the date of grant would be as follows:

  85. Summary Compensation Table

    | Name | Grant Date Fair Value at Maximum ($) | | Anton Dibowitz | 9,280,089 | | Christopher Weber | 3,300,051 | | Gilles Luca | 3,300,051 | | Matthew Lyne | 3,300,051 | | Davor Vukadin | 1,920,113 |

  86. Summary Compensation Table

    (3)The amounts disclosed in this column for 2024 represent bonuses earned for the 2024 plan year pursuant to the VCIP. Although the amounts for the 2024 VCIP were not paid until 2025, amounts shown in the 2024 column, include the bonuses earned for service during 2024. See the “VCIP Annual Bonus” section of CD&A for additional information regarding our 2024 VCIP. (4)Represents the change in present value of accumulated benefits under the SERP. See "Pension Benefits" below for additional information regarding the SERP. (5)The amounts disclosed in this column for 2024 represent all other compensation as follows:

  87. Summary Compensation Table

    | Name | Overseas Allowances ($)(a) | Group Term Life Insurance ($)(b) | Defined Contribution Savings Plans ($)(c) | Other ($)(d) | Total ($) | | Anton Dibowitz | — | 1,890 | 17,250 | — | 19,140 | | Christopher Weber | — | 1,387 | 17,250 | — | 18,637 | | Gilles Luca | 89,473 | 1,386 | 17,250 | 16,494 | 124,603 | | Matthew Lyne | — | 2,711 | 12,800 | — | 15,511 | | Davor Vukadin | — | 1,007 | 15,250 | — | 16,257 |

  88. Summary Compensation Table

    (a)Overseas allowances and reimbursements paid to Mr. Luca included the following:

  89. Summary Compensation Table

    | Name | Tax Equalization ($) | Other Relocation Expenses ($) | Total ($) | | Gilles Luca | 84,833 | 4,640 | 89,473 |

  90. 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 Valaris Savings Plan account for all NEOs except for Mr. Lyne. For Mr. Lyne, the amount disclosed represents Company matching contributions paid into the Valaris UK Retirement Savings Plan. (d)Other compensation paid to Mr. Luca in this column represents the reimbursement of tax preparation fees. (6)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 1.279 for 2024, which represents the average exchange rate during 2024.

  91. Summary Compensation Table

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  92. 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, 2024:

  93. 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 | — | — | — | — | — | | | 3/05/2024 | — | — | — | — | 71,090 | 142,180 | — | 4,456,632 | | | 3/05/2024 | — | — | — | — | — | — | 17,775 | 1,160,174 | | Christopher Weber | N/A | 247,500 | 495,000 | 990,000 | — | — | — | — | — | | | 3/05/2024 | — | — | — | — | 25,280 | 50,560 | — | 1,584,803 | | | 3/05/2024 | — | — | — | — | — | — | 6,321 | 412,572 | | Gilles Luca | N/A | 247,500 | 495,000 | 990,000 | — | — | — | — | — | | | 3/05/2024 | — | — | — | — | 25,280 | 50,560 | — | 1,584,803 | | | 3/05/2024 | — | — | — | — | — | — | 6,321 | 412,572 | | Matthew Lyne | N/A | 257,360 | 514,720 | 1,029,440 | — | — | — | — | — | | | 3/05/2024 | — | — | — | — | 25,280 | 50,560 | — | 1,584,803 | | | 3/05/2024 | — | — | — | — | — | — | 6,321 | 412,572 | | Davor Vukadin | N/A | 178,094 | 356,189 | 712,378 | — | — | — | — | — | | | 3/05/2024 | — | — | — | — | 14,709 | 29,418 | — | 922,107 | | | 3/05/2024 | — | — | — | — | — | — | 3,678 | 240,063 |

  94. 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 2024 VCIP. The amounts earned by our NEOs under the 2024 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 1.279, which represents the average exchange rate over 2024. (2)The amounts disclosed in these columns represent the target and maximum number of PSUs for the 2024 TSR PSU awards which were granted on March 5, 2024. The final payout of the 2024 TSR PSUs can range from 0% to 200% of the target PSUs granted with interpolation beginning at a 0% payout; thus, the 2024 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 2024. (4)Amounts in this column represent the aggregate grant date fair value of the RSUs and the 2024 TSR PSUs calculated in accordance with FASB ASC Topic 718. For additional information regarding the assumptions underlying this calculation, please see “Note 8 Share Based Compensation” included in “Financial Statements and Supplementary Data” to our 2024 Annual Report.

  95. Grants of Plan-Based Awards Table

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  96. 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, 2024.

  97. 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 | 3/10/2023 | 6,964(3) | 308,087 | — | — | | | 3/10/2023 | — | — | 41,779(5) | 1,848,303 | | | 3/05/2024 | 17,775(4) | 786,366 | — | — | | | 3/05/2024 | — | — | 71,090(6) | 3,145,022 | | Christopher Weber | 3/10/2023 | 2,640(3) | 116,794 | — | — | | | 3/10/2023 | — | — | 15,835(5) | 700,540 | | | 3/05/2024 | 6,321(4) | 279,641 | — | — | | | 3/05/2024 | — | — | 25,280(6) | 1,118,387 | | Gilles Luca | 3/10/2023 | 2,640(3) | 116,794 | — | — | | | 3/10/2023 | — | — | 15,835(5) | 700,540 | | | 3/05/2024 | 6,321(4) | 279,641 | — | — | | | 3/05/2024 | — | — | 25,280(6) | 1,118,387 | | Matthew Lyne | 3/10/2023 | 2,640(3) | 116,794 | — | — | | | 3/10/2023 | — | — | 15,835(5) | 700,540 | | | 3/05/2024 | 6,321(4) | 279,641 | — | — | | | 3/05/2024 | — | — | 25,280(6) | 1,118,387 | | Davor Vukadin | 3/10/2023 | 1,420(3) | 62,821 | — | — | | | 3/10/2023 | — | — | 8,516(5) | 376,748 | | | 3/05/2024 | 3,678(4) | 162,715 | — | — | | | 3/05/2024 | — | — | 14,709(6) | 650,726 |

  98. Outstanding Equity Awards at Fiscal Year-End Table

    (1)Value is based on the closing price of our common shares on December 31, 2024 of $44.24. (2)Represents the 2023 and 2024 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)Vests on December 31, 2025. (4)Vests in three equal annual installments on March 5, 2025, 2026 and 2027. (5)Represents unearned 2023 TSR PSUs, shown at target performance, the next level above threshold, based on performance estimated through December 31, 2024. 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. (6)Represents unearned 2024 TSR PSUs, shown at target performances, the next level above threshold, based on performance estimated through December 31, 2024. Awards may vest at 0% to 200% of the target number of units granted following a three-year performance period that ends December 31, 2026.

  99. Outstanding Equity Awards at Fiscal Year-End Table

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  100. Pension Benefits

    Pension Benefits

  101. 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, 2024. We have provided the present value of accumulated benefits at December 31, 2024 using a discount rate of 5.21% for the SERP.

  102. 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 | 597,933 | — |

  103. Pension Benefits Table

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  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 28 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, mortality rates and other factors. A discussion of assumptions is set forth in "Note 9 Pension and Other Postretirement Benefits” included in “Financial Statements and Supplementary Data” to our December 31, 2024 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 2024 Annual Report.

  105. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table Certain time-based RSUs granted to each of our NEOs in 2021 and 2022, previously vested in 2022 and 2023 but were subject to deferred settlement and were not paid until July 2024. Such awards were treated as non-qualified deferred compensation under the SEC’s disclosure rules. The table below summarizes nonqualified deferred compensation for the year ended December 31, 2024:

  106. Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in 2024 ($)(1) | Registrant Contributions in 2024 ($) | Aggregate Earnings ($)(2) | Aggregate Withdrawals/ Distributions ($)(3) | Aggregate Balance at FYE ($)(4) | | Anton Dibowitz | — | — | 526,857 | (5,099,631) | — | | Christopher Weber | — | — | 58,381 | (565,113) | — | | Gilles Luca | — | — | 214,766 | (2,078,913) | — | | Matthew Lyne | — | — | 60,198 | (582,701) | — | | Davor Vukadin | — | — | 22,543 | (218,016) | — |

  107. Nonqualified Deferred Compensation Table

    (1)There were no vesting of RSU or PSU share awards during 2024 for which settlement was deferred. (2)The amounts disclosed in this column represent the change in fair value during 2024 for the time-based RSUs which vested in prior years but for which settlement had been deferred until July 2024. No amounts with respect to deferred RSUs or earnings have been included in the 2024 Summary Compensation Table because such earnings do not represent above market earnings. (3)The amounts disclosed in this column represent the aggregate fair value upon settlement in 2024 of all previously deferred RSUs. The grant date fair value of the deferred RSUs were previously included in the Summary Compensation Table in prior fiscal years for each NEO. (4)All deferred awards were settled in 2024. As a result, there were no deferred vested awards outstanding as of December 31, 2024.

  108. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  109. CEO Pay Ratio

    CEO Pay Ratio We determined that, for the year ended December 31, 2024, (1) the annual total compensation of our "median employee" was $113,707; (2) the annual total compensation of our CEO as reported in the Summary Compensation Table was $7,754,921; and (3) the ratio of these amounts was 1-to-68. To identify the median employee, we used the annual base salary for all employees as of December 31, 2024, using the approach described below: We determined that, as of December 31, 2024, our employee population consisted of approximately 4,100 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 or part-time. 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, 2024. We annualized the compensation of all permanent employees who were hired in 2024 but did not work for us or our consolidated subsidiaries for the entire fiscal year. 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.

  110. CEO Pay Ratio

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  111. 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.

  112. Pay Versus Performance

    | Year | Summary compensation table total for Mr. Dibowitz(1) | Compensation actually paid to Mr. Dibowitz(2)(9) | Summary compensation table total for Mr. Burke(1) | Compensation actually paid to Mr. Burke | Average summary compensation table total for non-PEO NEOs(1)(3) | Average compensation actually paid to non-PEO NEOs(3)(4)(9) | 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) | | | | 2024 | 7,754,921 | (5,370,528) | — | — | 2,851,467 | (162,467) | 186.70 | 155.10 | 369.8 | 44.24 | | 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 |

  113. Pay Versus Performance

    (1)Reflects the "Total" compensation reported in the Summary Compensation Table for Messrs. Dibowitz and Burke or the average of the "Total" compensation reported for 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 our PEO's total compensation to determine the 2024 compensation actually paid:

  114. Pay Versus Performance

    | | Anton Dibowitz | | | 2024 | | "Total" as reported in Summary Compensation Table ("SCT") | 7,754,921 | | Less, fair value of equity awards granted during the year as reported in the "Share Awards" column in SCT | (5,616,806) | | Plus, fair value at year-end of outstanding and unvested equity awards granted in the year | 2,242,289 | | 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 | (7,542,683) | | 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 | (2,208,249) | | Compensation Actually Paid to PEO | (5,370,528) |

  115. Pay Versus Performance

    (3)Non-PEO NEOs included for 2024 and 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).

  116. Pay Versus Performance

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  117. Pay Versus Performance

    (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 the average total compensation to determine the 2024 compensation actually paid:

  118. Pay Versus Performance

    | | Average Non-PEO NEOs | | | 2024 | | Average "Total" as reported in the SCT | 2,851,467 | | Less, average change in actuarial present value of accumulated benefits under defined benefit plans | (4,572) | | Less, average fair value of equity awards granted during the year as reported in the "Share Awards" column in the SCT | (1,788,574) | | Plus, average fair value at year-end of equity awards granted in the year | 714,020 | | 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 | (1,194,542) | | 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 | (740,266) | | Average Compensation Actually Paid to Non-PEO NEOs | (162,467) |

  119. Pay Versus Performance

    (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 of $4,463.8 million for the four months ended April 30, 2021 predecessor period. (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. (9)For 2024, Compensation Actually Paid is a negative amount for both Mr. Dibowitz and the average of the other NEOs. This was primarily driven by a decline in Valaris' share price during 2024, which resulted in the failure to vest in the final (maximum) $75 share price hurdle of the Share Price PSUs included as part of the Emergence PSUs (which is reflected in the “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” rows in footnotes (2) and (4)) and lower fair value estimates for outstanding unvested awards as of December 31, 2024.

  120. 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.

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

    Compensation Actually Paid and Cumulative Company TSR and Peer Group TSR

  122. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss)

  123. Compensation Actually Paid and Net Income (Loss)

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

    Compensation Actually Paid and Company Selected Measure (Stock Price)

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

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  126. 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. |

  127. 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, 2025, 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.

  128. 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. | | | |