DEF 14A of Nabors Industries LTD, Apr 23, 2025

DEF 14A of Nabors Industries LTD

Filed Apr 23, 2025 · FY20240001140361-25-015223

Open on EDGAR

  1. Board Practices and Commitment

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Tanya S. Beder | 155,000 | 62,471 | 0 | 0 | 0 | 261,500 | 478,971 | | Anthony R. Chase | 150,000 | 62,471 | 0 | 0 | 0 | 491,500 | 703,971 | | James R. Crane | 130,000 | 62,471 | 0 | 0 | 0 | 251,500 | 443,971 | | John P. Kotts | 170,000 | 62,471 | 0 | 0 | 0 | 187,500 | 419,971 | | Michael C. Linn | 140,000 | 62,471 | 0 | 0 | 0 | 187,500 | 389,971 | | John Yearwood | 180,000 | 62,471 | 0 | 0 | 0 | 251,500 | 493,971 |

  2. Board Practices and Commitment

    | (1) Represents cash retainer fees paid. Any director may elect to receive immediately vested stock options, in lieu of the quarterly cash retainer payment, valued at the amount of the payment using the Black-Scholes valuation model. During 2024, none of the directors elected to receive stock options in lieu of their cash retainer payment. |

  3. Board Practices and Commitment

    | (2) The amounts shown in the “Stock Awards” column reflect the grant-date fair value of restricted share awards, in accordance with FASB ASC Topic 718. On June 4, 2024, upon re-election each non-employee director received an award of 951 restricted shares as a part of their annual compensation. The number of restricted shares was determined by dividing the approved award dollar amount of $62,500 (one-quarter of the annual entitlement) by $65.69. Dividends on stock awards are not shown in the table because those amounts are factored into the grant date fair value. |

  4. Board Practices and Commitment

    | (3) As of December 31, 2024, each of the non-employee Directors held 951 unvested restricted shares. |

  5. Board Practices and Commitment

    | (4) As of December 31, 2024, the number of outstanding stock options, all of which are fully vested, were as follows: Ms. Beder – 60; Mr. Chase – 1,829; and Mr. Kotts – 9,429. |

  6. Board Practices and Commitment

    | (5) The amounts in the “All Other Compensation” column of this table consists of the following: |

  7. Board Practices and Commitment

    | Name | Deferred Cash Award ($)(a) | Special Committee Membership Fees ($)(b) | Other Compensation ($)(c) | Total ($) | | Tanya S. Beder | 187,500 | 74,000 | 0 | 261,500 | | Anthony R. Chase | 187,500 | 154,000 | 150,000 | 491,500 | | James R. Crane | 187,500 | 64,000 | 0 | 251,500 | | John P. Kotts | 187,500 | 0 | 0 | 187,500 | | Michael C. Linn | 187,500 | 0 | 0 | 187,500 | | John Yearwood | 187,500 | 64,000 | 0 | 251,500 |

  8. Board Practices and Commitment

    | (a) Non-employee directors are entitled to receive an annual equity incentive award equal to $250,000. For 2024, upon the recommendation of the Compensation Committee, the directors elected to receive a deferred cash payment of $187,500 in lieu of three-quarters of the annual restricted share grant they are otherwise entitled to receive in order to preserve shares available for grant under the Amended and Restated 2016 Stock Plan. |

  9. Board Practices and Commitment

    | (b) Mr. Chase received his fees in the amount of $154,000 in connection with his service as Chair on the independent Special Committee formed to oversee the business combination between NETC and Vast Renewables Limited (NASDAQ:VSTE). Additionally, in October of 2024, the Board established an |

  10. Board Practices and Commitment

    independent Special Committee consisting of Tanya Beder, as Chair, John Yearwood and James Crane, to oversee the business combination between NETC II (NASDAQ:NETD) and e2Companies LLC (“e2”). This Special Committee’s responsibilities will expire upon the anticipated completion of NETC II’s business combination with e2. For their services during 2024, members Mr. Yearwood and Mr. Crane each received $64,000 and Ms. Beder received $74,000.

  11. Board Practices and Commitment

    | (c) Mr. Chase received cash compensation for his services as a director on the board of SANAD, our joint venture with Saudi Aramco. |

  12. Board Practices and Commitment

    Share Ownership of Directors and Executive Officers Our Directors and executive officers are required to own our common shares in order to align their interests with those of other shareholders. Ownership of the Company’s common shares ties a portion of their net worth to the Company’s share price and provides a continuing incentive for them to work toward superior long-term stock performance. As of April 4, 2025, Nabors had 15,696,520 common shares outstanding and entitled to vote, including shares held by subsidiaries of Nabors. For purposes of the following table, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any common shares that such person has the right to acquire within 60 days. The following table sets forth the beneficial ownership of common shares, as of April 4, 2025, by each of our current Directors and executive officers, both individually and as a group. Except as otherwise indicated below, each person has sole voting and investment power for the common shares shown below:

  13. Board Practices and Commitment

    | Beneficial Owner(1) | Common Shares Beneficially Owned | | | | Amount and Nature of Beneficial Ownership(2) | Percent of Total Outstanding(3) | | Tanya S. Beder | 12,997 | * | | Anthony R. Chase | 11,335 | * | | James R. Crane | 14,446 | * | | John P. Kotts | 14,963 | * | | Michael C. Linn | 12,260 | * | | Anthony G. Petrello(4) | 588,278 | 3.71%(5) | | John Yearwood | 20,636 | * | | Mark D. Andrews | 19,695 | * | | William J. Restrepo | 168,545 | 1.07%(6) | | All Directors and executive officers as a group (9 persons) | 863,155 | 5.41% |

  14. Board Practices and Commitment

    | * Less than 1% |

  15. Board Practices and Commitment

    | (1) The address of each of the Directors and named executive officers listed above is in care of the Company at Crown House, 4 Par-la-Ville Rd., Second Floor, Hamilton, HM 08 Bermuda. |

  16. Board Practices and Commitment

    | (2) We have included in the table common shares underlying stock options and warrants that have vested or are scheduled to vest within 60 days of April 4, 2025. For purposes of computing the percentage of shares held by the persons named above, such option and warrant shares are not deemed to be outstanding for purposes of computing the ownership of any person other than the relevant option holder. The number of common shares underlying fully vested stock options and warrants, respectively, or those vesting within 60 days of April 4, 2025, included in the table are as follows: Ms. Beder – 60 and 2,679; Mr. Chase – 1,829 and 1,699; Mr. Crane – 0 and 3,110; Mr. Kotts – 9,225 and 0; Mr. Linn – 0 and 924; Mr. Petrello – 0 and 177,632; Mr. Restrepo – 0 and 44,212; Mr. Yearwood – 0 and 4,879; and all Directors/executive officers as a group – 11,114 and 235,135. Restricted share awards are considered outstanding shares and therefore are included in the table above regardless of vesting schedule. |

  17. Board Practices and Commitment

    | (3) The percentage of class owned is based on the Company’s total common shares outstanding as of April 4, 2025, the record date for this year’s Annual Meeting. |

  18. Board Practices and Commitment

    | (4) The shares listed for Mr. Petrello include 5,584 shares and 2,513 warrants owned by a charitable foundation over which Mr. Petrello, as an officer of the foundation, has voting and dispositive power. Mr. Petrello disclaims beneficial ownership of those shares and warrants. |

  19. Board Practices and Commitment

    | (5) Excluding the 177,632 warrants, Mr. Petrello’s percent of total outstanding would be 2.62%. |

  20. Board Practices and Commitment

    | (6) Excluding the 44,212 warrants, Mr. Restrepo’s percent of total outstanding would be 0.79%. |

  21. Board Practices and Commitment

    Share Ownership of Certain Beneficial Owners The following table contains information regarding each person known to us to beneficially own more than 5% of our outstanding common shares as of April 4, 2025, the record date for this year’s Annual Meeting, based on Schedule 13G filings made by such persons with the SEC.

  22. Board Practices and Commitment

    | Beneficial Owner Name and Address | Amount and Nature of Beneficial Ownership | Percent of Total Outstanding(1) | | Varde Investment Partners (Offshore) Master, L.P.(2) 350 N Fifth Street, Suite 800 Minneapolis, MN 55401 | 2,013,928 | 12.83% | | Brigade Capital Management, LP(3) 399 Parker Avenue, 16th Floor New York, New York 10022 | 946,013 | 6.03% |

  23. Board Practices and Commitment

    | (1) The percentage of shares outstanding are based upon the Company’s total common shares outstanding as of April 4, 2025. |

  24. Board Practices and Commitment

    | (2) Based on a Schedule 13G filed on March 18, 2025, Varde Investment Partners (Offshore) Master, L.P. and certain of its affiliates have shared voting power with respect to 2,013,928 shares and shared dispositive power with respect to 2,013,928 shares as of March 11, 2025. |

  25. Board Practices and Commitment

    | (3) Based on a Schedule 13G filed on March 24, 2025, Brigade Capital Management, LP and certain of its affiliates have shared voting power with respect to 946,013 shares and shared dispositive power with respect to 946,013 shares as of March 11, 2025. |

  26. Board Practices and Commitment

    Certain Relationships and Related Transactions The Board has adopted a written policy regarding the review, approval and ratification of “related-party transactions” which is reviewed on an ongoing basis by the Board. A “related person” is defined under applicable SEC rules and includes our Directors, executive officers, beneficial owners of 5% or more of our common shares and each of their immediate family members. Under the written policy, our ESG Committee, which is comprised entirely of independent Directors, is responsible for reviewing and approving in advance all transactions involving any related party of the Company. In making its determination, the ESG Committee must consider the fairness of the transaction to the Company and the potential impact of the transaction on the director’s independence. Mr. Crane, an independent Director of our Board, controls Crane Capital Group Inc. (“CCG”), an investment management company that indirectly owns a majority interest in or otherwise controls several operating companies, some of which have provided services to the Company in the ordinary course of business, including transportation and international logistics. In 2024, the value of the Company’s transactions with these CCG companies was $7.9 million excluding pass through charges, which the ESG Committee determined is immaterial to both the Crane companies and the Company. In its determination, the ESG Committee considered that:

  27. Board Practices and Commitment

    | • | The Company’s aggregate payment for services to the CCG companies constituted approximately 0.3% of the consolidated revenue of the CCG companies; |

  28. Board Practices and Commitment

    | • | Mr. Crane was not and is not involved in the commercial decisions of either the Company or the CCG companies related to the provision of services to the Company; and |

  29. Board Practices and Commitment

    | • | All commercial transactions between the Company and the CCG companies were and are conducted at arm’s length and in the ordinary course of business. |

  30. Board Practices and Commitment

    The ESG Committee and the Board considered the totality of the information and concluded that Mr. Crane met both the objective and subjective standards of director independence established by the NYSE, as well as the Board’s Governance Guidelines and the Company’s Related Party Policy. The ESG Committee and the Board also approved ongoing ordinary-course business transactions between the Company and the CCG companies. Mr. Crane was available to answer questions about the transactions and the relationship between the Company and the CCG companies, but otherwise abstained from any discussion, consideration, or vote of the Board on this subject. Mr. Crane does not serve on the Compensation Committee, the ESG Committee, or the Audit Committee of the Board. In connection with our acquisition of Parker Drilling Company (“Parker”) we entered into voting and lock-up agreements (the “Voting & Lock-Up Agreements”) with certain shareholders of Parker (the “Supporting Shareholders”) that became shareholders of ours upon consummation of the acquisition. Among other things, the Voting & Lock-Up Agreements require the Supporting Shareholders to vote shares received as consideration in the acquisition and any other shares they may own in favor of any candidate nominated as a director to our Board by the Board itself or the appropriate committee, vote in favor of any other proposals to the shareholders that the Board recommends shareholders at-large vote in favor of or the Board has already approved and vote against any Board candidate not recommended or approved by the Board. The Voting & Lock-Up Agreements also contain standstill provisions. The Voting and Lock-Up Agreements will terminate upon the earlier to occur of (i) 180th consecutive day that the applicable Supporting Shareholder no longer, directly or indirectly, beneficially owns any of our common shares and (ii) the third anniversary of the closing date of the merger.

  31. Board Practices and Commitment

    | Proposal 1 | Election of Directors | | | The members of the ESG Committee recommend that you vote “FOR” the re-nomination of all seven directors. |

  32. Board Practices and Commitment

    The members of the ESG Committee recommended the re-nomination of all seven Directors. The full Board has agreed with the recommendations of the ESG Committee and nominated each of Ms. Beder and Messrs. Chase, Crane, Kotts, Linn, Petrello and Yearwood for re-election. Each nominee for director who is elected at the Annual Meeting will serve a one-year term, expiring at the next annual general meeting of shareholders or until such later time as such director’s successor is duly elected and qualified. Each of the nominees has agreed to serve as a director if elected, and we do not anticipate that any will be unable or unwilling to stand for election. The ESG Committee and the Board have determined that the nominees possess the right mix of backgrounds, perspectives and experiences to provide robust oversight. The Board regularly evaluates the needs and risks facing the Company to ensure the Board embodies the necessary skills, attributes and qualifications to suit the evolving landscape in which it operates. The Board’s top priority is to ensure effective and ethical oversight of the Company and its operations, and the implementation of its strategic goals. To guide this process, the ESG Committee considers a broad set of criteria to ensure that each candidate can assist the Board in fulfilling its fiduciary duties to the Company and its shareholders. In identifying and recommending director nominees, the ESG Committee places primary emphasis on the following criteria:

  33. Board Practices and Commitment

    | • | Reputation, judgment, integrity and, for non-employee Directors, independence; |

  34. Board Practices and Commitment

    | • | Diversity of viewpoints, backgrounds and experience, including gender, race, ethnicity, age, and geography; |

  35. Board Practices and Commitment

    | • | Business or other relevant experience; |

  36. Board Practices and Commitment

    | • | The extent to which the interplay of the nominee’s expertise, skills, knowledge, and experience with that of the other members of the Board will result in an effective Board that is responsive to the Company’s needs; and |

  37. Board Practices and Commitment

    | • | For director nominees who are current Directors, history of attendance at Board and Committee meetings, as well as preparation for, participation in and contributions to the effectiveness of those meetings. |

  38. Board Practices and Commitment

    These criteria include those set forth in our Board Guidelines on Significant Corporate Governance Issues, which are available on our website at www.nabors.com and to any shareholder who requests them in writing. Requests should be addressed to the Corporate Secretary and delivered in person or by courier to the Company’s principal executive offices at Crown House, 2nd Floor, 4 Par-la-Ville Road, Hamilton, HM08, Bermuda, or by mail to P.O. Box HM3349, Hamilton, HMPX Bermuda. Director Nominee Snapshot Upon the recommendation of the ESG Committee, the Board has nominated the following seven director nominees (all of whom are current Directors) to be elected at the Annual Meeting of shareholders. All the nominees for director are independent under the rules of the SEC and NYSE, other than Mr. Petrello, who is our Chief Executive Officer. Detailed information about each director nominee, including their respective backgrounds, skills and experience, can be found under “Director Nominees” below.

  39. Board Practices and Commitment

    | Name, Age and Primary Occupation | | Director Since | Independent | Committees | | | Tanya S. Beder, Age 69 Chair and CEO of SBCC Group Inc. | 2017 | | Audit, Compensation (Chair), Technology and Safety | | | Anthony R. Chase, Age 70 Chair and CEO of ChaseSource, L.P. | 2019 | | Compensation, ESG, Risk Oversight (Chair) | | | James R. Crane, Age 71 Chair and CEO of Crane Capital Group Inc. | 2012 | | Executive, Technology and Safety (Chair) | | | John P. Kotts, Age 74 Private investor and entrepreneur | 2013 | | Audit (Chair), Compensation | | | Michael C. Linn, Age 73 President and CEO of MCL Ventures, LLC | 2012 | | ESG (Chair), Risk Oversight | | | Anthony G. Petrello, Age 70 Chairman of the Board, President and CEO | 1991 | | Executive (Chair) | | | John Yearwood, Age 65 Independent Lead Director Retired President, CEO and COO of Smith International, Inc. | 2010 | | Audit, ESG, Executive, Risk Oversight, Technology and Safety |

  40. Board Practices and Commitment

    Director Dashboard Summary of Director Nominee Skills and Characteristics

  41. Board Practices and Commitment

    | Skills and Expertise | Beder | Chase | Crane | Kotts | Linn | Petrello | Yearwood | | | Public Company Director | • | • | • | • | • | • | • | 100% | | Corporate Governance | • | • | • | • | • | • | • | 100% | | Oilfield Services Industry | | • | | • | • | • | • | 71% | | Drilling | | • | | | • | • | • | 57% | | Oil and Gas | | • | • | • | • | • | • | 86% | | CEO/ Business Head | • | • | • | • | • | • | • | 100% | | International | • | • | • | • | • | • | • | 100% | | Finance/ Capital Allocation | • | • | | • | • | • | • | 86% | | Financial Literacy/ Accounting | • | • | • | • | • | • | • | 100% | | Investment Banking | • | • | • | • | | | | 57% | | Manufacturing | | | | • | | • | • | 43% | | Technology | • | • | | | | | • | 43% | | Machine Learning/ Artificial Intelligence | • | | | | | • | | 29% | | Logistics | | | • | | | | | 14% | | Legal | | • | | | • | • | | 43% | | Strategy | • | • | • | • | • | • | • | 100% | | Risk Management | • | • | • | • | • | • | • | 100% | | Supply Chain | | | • | | | | | 14% | | Academia/ Education | • | • | | | • | | | 43% | | Cybersecurity | • | | | | | | | 14% | | Health, Safety and Environment | | • | • | | | • | • | 57% | | Other Attributes | | | | | | | | | | Independence | • | • | • | • | • | | • | 86% | | Board Tenure | 8 | 6 | 13 | 12 | 13 | 34 | 15 | | | Self-Identified Racial, Ethnicity and Gender Characteristics for Directors | | | | | | | | | | Black or African American | | • | | | | | | | | White or Caucasian | • | | • | • | • | • | | | | West Indian Islander | | | | | | | • | | | Gender | F | M | M | M | M | M | M | |

  42. Board Practices and Commitment

    Board Composition The Board routinely evaluates its composition to ensure that composition is aligned with the needs of the Company’s business strategy. To support this process, the ESG Committee evaluates the skills, experience and capabilities of the Board in light of the Company’s strategy and considers how Board composition may evolve to address emergent strategic needs. The Board acknowledges the benefits of diverse viewpoints, experiences and backgrounds in the decision-making process. The ESG Committee has discretion to engage outside consultants to help identify candidates and also considers suggestions from shareholders. The members of the ESG Committee, as well as the full Board, believe that the combination of the various qualifications, attributes, skills, balanced tenure and experiences of the director nominees contributes to an effective and well-functioning Board and that, individually and as a whole, the director nominees possess the necessary qualifications and expertise to provide effective oversight of the Company and its business. Continuing Education for Directors The Board has access to a number of resources to assist Directors in enhancing their skills and knowledge in current and evolving areas that are relevant to our business. The Company also pays for reasonable expenses associated with a director’s attendance at continuing education programs. The Board is also routinely briefed by external advisors on the macro and industry environment as well as other issue-specific topics throughout the year. Director Nominees

  43. Board Practices and Commitment

    | | Tanya S. Beder, 69, Independent Director DIRECTOR SINCE: 2017 OTHER PUBLIC COMPANY BOARDS: 1 – Kirby Corporation (NYSE: KEX) COMMITTEES: Audit, Compensation (Chair), Technology and Safety | | Tanya Beder currently serves as the Chair and CEO of SBCC Group, Inc. (“SBCC”), which she founded in 1987. SBCC is an independent advisory firm and e-family office. Ms. Beder has served since 2011 on the board of the American Century mutual fund complex in Mountain View, CA, where she is Chair of the Board. She has served since 2019 as a member of the Kirby Corporation (NYSE: KEX) Board of Directors on the Audit and ESG and Nominating committees. Ms. Beder holds a Certificate in Cybersecurity Oversight from the Software Engineering Institute of Carnegie Mellon University, a certification in Gaming Cyber and Information Operations from the Military Operations Research Society and a certification for Machine Learning in Business from MIT Sloan School of Management. Previously, Ms. Beder was the Chief Executive Officer of Tribeca Global Management LLC, a $2.6 billion dollar investment fund with operations in Singapore, London, and New York; Managing Director of Caxton Associates LLC, a $10 billion asset management firm; and President of Capital Market Risk Advisors, Inc. In these roles she led the implementation of neural networks and other machine learning techniques to trading and risk management. Ms. Beder also spent time in various positions with The First Boston Corporation (now Credit Suisse) where she was a part of the first team of derivatives traders and structurers for currency and interest rate swaps, caps, collars, floors, futures, and options, and was on the mergers and acquisitions team in New York and London. In January 2013, she was appointed to the President’s Circle of the National Academies after serving six years at the National Academy of Sciences on the Board of Mathematics and their Applications. Ms. Beder is a Board Member Emeritus of the International Association of Quantitative Finance, where she previously served as Chair. She is an appointed Fellow of the International Center for Finance at Yale University and taught courses on finance and fintech at Stanford University. Ms. Beder holds a B.A. in mathematics and philosophy from Yale University, and an MBA from Harvard Business School. | | | QUALIFICATIONS Ms. Beder brings to the Board extensive asset management experience, vast knowledge of operational and risk management, and experience serving on both public and private Boards of Directors. The Board also benefits greatly from Ms. Beder’s service on key Committees, including the Compensation Committee, which she Chairs, as well as her financial and cybersecurity expertise. | |

  44. Board Practices and Commitment

    | | Anthony R. Chase, 70, Independent Director DIRECTOR SINCE: 2019 OTHER PUBLIC COMPANY BOARDS: 3 – LyondellBasell Industries N.V. (NYSE: LYB) – CullenFrost Bank (NYSE: CFR) – National Energy Services Reunited Corp. (NASDAQ: NESR) COMMITTEES: Compensation, ESG, Risk Oversight (Chair) | | Tony Chase is Chairman & CEO of ChaseSource, LP, a staffing, facilities management, and real estate development firm. ChaseSource is recognized as one of the nation’s largest minority-owned businesses by Black Enterprise Magazine. Mr. Chase started and sold three ventures (Chase Radio Partners, Cricket Wireless and ChaseCom) and now owns and operates his fourth, ChaseSource. The first, Chase Radio Partners, founded in 1992, owned seven radio | |

  45. Board Practices and Commitment

    | stations and was sold to Clear Channel Communications in 1998. The second was Cricket Wireless a nationwide cell phone service provider that he started together with Qualcomm in 1993. Mr. Chase opened the first Cricket markets in Chattanooga and Nashville, Tennessee. The third was ChaseCom, a company that built and operated call centers in the United States and India, which Mr. Chase sold to AT&T Corporation in 2007. He is also a principal owner of the Marriott Hotel at George Bush Intercontinental Airport in Houston and the Principle Auto Toyota dealership in greater Memphis, Tennessee. Mr. Chase serves on the boards of LyondellBasell Industries N.V. (NYSE: LYB), CullenFrost Bank (NYSE: CFR) and National Energy Services Reunited Corp. (NASDAQ: NESR) and previously served on the Boards of Par-Pacific Holdings, Inc. (NYSE: PARR) until 2024 and Heritage Crystal Clean, Inc. until 2022. Mr. Chase is Professor of Law Emeritus at the University of Houston Law Center. Mr. Chase serves on several non-profit boards in Houston: Houston Endowment, Greater Houston Partnership, Texas Medical Center, MD Anderson Board of Visitors, and the Greater Houston Community Foundation. Mr. Chase served as Deputy Chairman of the Federal Reserve Bank of Dallas and the Chairman of the Greater Houston Partnership. He is also a member of the Council on Foreign Relations. A native Houstonian, Mr. Chase grew up attending Houston public schools. He is an honors graduate of Harvard College, Harvard Law School and Harvard Business School. He is also an Eagle Scout. Mr. Chase is the recipient of many awards, including the American Jewish Committee’s 2016 Human Relations Award, Houston Technology Center’s 2015 Entrepreneur of the Year, 2013 Mickey Leland Humanitarian Award (NAACP), 2013 Bob Onstead Leadership Award (GHP) and the 2012 Whitney M. Young Jr. Service Award. He also received Ernst & Young’s Entrepreneur of the Year, the Pinnacle Award (Bank of America) and the Baker Faculty Award (UH Law Center). | | QUALIFICATIONS Mr. Chase brings experience and expertise in oil and gas, risk oversight, environmental law, real estate, and management and provision of human resources. He also brings experience as an executive and as a board member of both public and private companies. |

  46. Board Practices and Commitment

    | | James R. Crane, 71, Independent Director DIRECTOR SINCE: 2012 OTHER PUBLIC COMPANY BOARDS: 0 COMMITTEES: Executive, Technology and Safety (Chair) | | Jim Crane is the Chair and CEO of Crane Capital Group Inc., an investment management company, a position he has held since 2006. Crane Capital Group has invested in transportation, power distribution, real estate and asset management. Its holdings include Crane Worldwide Logistics, a premier global provider of customized transportation and logistics services with 105 offices in 30 countries, and Crane Freight & Cartage. In addition, in 2011 Mr. Crane led an investor group that purchased the Houston Astros. Mr. Crane was Founder, Chair and Chief Executive Officer of Eagle Global Logistics, Inc., a NASDAQ listed global transportation, supply chain management and information services company, from 1984 until its sale in August 2007. He also previously served on the Board of Directors of Cargojet, Inc. (TO: CJT) and Western Gas Holdings, LLC. Mr. Crane serves as the Chair of the Board of the Houston Astros Foundation as well as the Houston Astros Golf Foundation. He holds a B.S. in Industrial Safety from Central Missouri State University. | | | QUALIFICATIONS Mr. Crane’s experience in marketing, logistics, global operations, as well as his track record of creating shareholder value makes him an important resource to the Board. The Board also benefits from Mr. Crane’s proven leadership abilities and experience. | |

  47. Board Practices and Commitment

    | | John P. Kotts, 74, Independent Director DIRECTOR SINCE: 2013 OTHER PUBLIC COMPANY BOARDS: 0 COMMITTEES: Audit (Chair), Compensation | | John Kotts is a private investor and entrepreneur. Through his management company, J.P. Kotts & Co., Inc., Mr. Kotts operates a private investment fund focused on the trading of U.S. and international securities and other financial instruments. He also invests in real estate and private equities. Mr. Kotts is currently the owner and CEO of Vesco/Cardinal, an oil tool rental and service company, as well as several manufacturing companies. Mr. Kotts is a member of the Board of Directors of Gulf Capital Bank. Mr. Kotts previously held various financial, banking and investment banking positions in companies specializing in leveraged buyouts, venture capital and turnaround transactions. From 1990 to 1998, he owned and operated Cardinal Services, Inc., a leading supplier of lift boat rentals and other production-related services, including mechanical wireline services and plug and abandonment services, to oil companies operating in the Gulf of America. Mr. Kotts holds a B.A. in Philosophy and an M.B.A in Finance from Hofstra University and completed additional post-graduate work at McGill University in Montréal, New York University and Harvard Business School. | | | QUALIFICATIONS Mr. Kotts’ industry background and knowledge, business acumen and financial expertise were the primary factors considered by the Board in deciding to appoint him as a director and nominate him for election to the Board. Mr. Kotts brings entrepreneurial drive and management skills to the Board. | |

  48. Board Practices and Commitment

    | | Michael C. Linn, 73, Independent Director DIRECTOR SINCE: 2012 OTHER PUBLIC COMPANY BOARDS: 1 – Black Stone Minerals, L.P. (NYSE: BSM) COMMITTEES: ESG (Chair), Risk and Oversight | | Michael Linn is the President and CEO of MCL Ventures, LLC, an oil, gas and real estate investment firm. He is the former Chair, CEO, President and Director of LINN Energy, LLC, which he founded in 2003. Mr. Linn is a member of the Board of Directors of the general partner of Black Stone Minerals, L.P. (NYSE: BSM), and a member of the Board of Directors of CRP XII (Caliber Resource Partners). He also serves as a Senior Advisor to the Board of Directors of Quantum Energy Partners, LLC. He was formerly on the Board of Directors and member of the Compensation Committee and Audit Committee for Jagged Peak Energy Inc.; Board of Managers for Wireline Holding Company, LLC; Board of Managers for Cavallo Mineral Partners, LLC; Board of Directors and Chair of the Conflicts Committee for Western Refining Logistics GP, LLC; and a Non-Executive Director and Chair of the SHESEC Committee which established safety rules and regulations for Centrica plc. Mr. Linn is currently a member of the National Petroleum Council, and a former member of the Board of Directors and Chairman of the Independent Petroleum Association of America (IPAA). He also served as Chair and Director of the Natural Gas Council, as a Director of the Natural Gas Supply Association, as Chair and President of each of the Independent Oil and Gas Associations of New York, Pennsylvania and West Virginia, and as Texas Representative for the Legal and Regulatory Affairs Committee of the Interstate Oil and Gas Compact Commission. Mr. Linn serves as Chair of the Board of Trustees of Texas Children’s Hospital and is a member of the Board of Visitors and Development Committee at M.D. Anderson Cancer Center. He is a member of the Senior Cabinet of the President’s Leadership Council at Houston Methodist Hospital and was formerly on the Board of Trustees, Long Range Planning Committee, and Finance Committee at the Museum of Fine Arts, Houston. Mr. Linn holds a B.A. in Political Science from Villanova University and a J.D. from the University of Baltimore School of Law. | | | QUALIFICATIONS Mr. Linn’s broad understanding of the energy landscape and insight into the needs of our customers, together with his extensive industry knowledge and relationships, provide valuable resources to the Board. The Board also benefits from Mr. Linn’s proven leadership experience as a chief executive officer. | |

  49. Board Practices and Commitment

    | | Anthony G. Petrello, 70, Chairman of the Board, President and Chief Executive Officer NON-INDEPENDENT DIRECTOR DIRECTOR SINCE: 1991 OTHER PUBLIC COMPANY BOARDS: 1 – Nabors Energy Transition Corp. II (NASDAQ: NETD) COMMITTEES: Executive (Chair) | | Tony Petrello has served as the Chairman of the Board of Nabors since 2012, and as a director since 1991. From 2003 to 2012, he served as the Deputy Chairman of the Board. Since 2011, Mr. Petrello has also served as President and CEO of Nabors and was President and Chief Operating Officer from 1991-2011. Mr. Petrello also serves as a director of Hilcorp Energy Company and as an officer and director of Nabors Energy Transition Corp. II (NASDAQ: NETD), a special acquisition company co-sponsored by Nabors which completed its initial public offering July 18, 2023 and formerly served from 2021 to 2023 as an officer and director of Nabors Energy Transition Corp. (NYSE: NETC), a special purpose acquisition company co-sponsored by Nabors, until the completion of its business combination with Vast Renewables Ltd. (NASDAQ: VSTE). He is also a member of the Board of Trustees of Texas Children’s Hospital and an advocate for research and clinical programs to address the needs of children with neurological disorders. In 2018, Mr. Petrello was the recipient of the Offshore Energy Center Pinnacle Award, which recognizes leaders for advancing technologies that have significantly enhanced the oil and gas industry. Prior to this, in 2011, Mr. Petrello and his wife, Cynthia, received the Woodrow Wilson Award for Public Service from the Smithsonian Institution for their philanthropic efforts. Mr. Petrello holds a J.D. degree from Harvard Law School and B.S. and M.S. degrees in Mathematics from Yale University. | | | QUALIFICATIONS Mr. Petrello brings to the Board an extensive and unique combination of commercial, operational, technical, and innovation skills. These skills, plus his thorough knowledge of the Company’s operational activities worldwide, serve as an integral link between the Company and the Board, enabling the Board to better perform its oversight role. | |

  50. Board Practices and Commitment

    | | John Yearwood, 65, Independent Director (Lead) DIRECTOR SINCE: 2010 OTHER PUBLIC COMPANY BOARDS: 2 – TechnipFMC plc (NYSE: FTI) – Vast Renewables Ltd. (NASDAQ: VSTE) COMMITTEES: Audit, ESG, Executive, Risk Oversight, Technology and Safety | | John Yearwood currently serves on the Boards of Directors of TechnipFMC plc (NYSE: FTI) and Vast Renewables Ltd. (NASDAQ: VSTE). He also serves on the Boards of Directors of Sheridan Production Partners III, Foro Energy LLC, and Coil Tubing Partners LLC. He previously served on the boards of Nabors Energy Transition Corp. (NASDAQ: NETC) until December 2023, Sabine Oil & Gas, LLC until August 2016, Premium Oilfield Services, LLC until April 2017, Dixie Electric LLC until November 2018, and Barra Energia LLC until December 2020. Until August 2010, he served as the Chief Executive Officer, President and Chief Operating Officer of Smith International, Inc. He was first elected to Smith’s Board of Directors in 2006 and remained on the board until he successfully negotiated and completed the sale of Smith to Schlumberger Limited in August 2010. Before joining Smith, Mr. Yearwood spent 27 years with Schlumberger Limited in numerous operations, management and staff positions throughout Latin America, Europe, North Africa and North America, including as President and in financial director positions. He also previously served as Financial Director of WesternGeco, a 70:30 joint venture between Schlumberger and Baker Hughes from 2000 to 2004. Mr. Yearwood received a B.S. Honors Degree in Geology and the Environment from Oxford Brookes University in England. | | | QUALIFICATIONS Mr. Yearwood brings significant executive management experience in the oilfield services industry to the Board. His extensive industry knowledge, combined with his keen insight into strategic development initiatives, operations and our competitive environment, have allowed him to provide critical independent oversight. | |

  51. Board Practices and Commitment

    The members of the ESG Committee (formerly the Governance and Nominating Committee) recommend that you vote “FOR” the re-nomination of all seven directors. Other Executive Officers

  52. Board Practices and Commitment

    | | William J. Restrepo, 65, Chief Financial Officer William Restrepo has served as Chief Financial Officer of Nabors since March 2014. In this role, Mr. Restrepo has global oversight for finance and accounting, including treasury, tax, investor relations and internal audit, and also works closely on corporate development initiatives. He also leads the implementation of Nabors’ strategy to invest in companies within the energy transition field. Mr. Restrepo also serves as an officer for Nabors Energy Transition Corp. II (NASDAQ: NETD), a special purpose acquisition company co-sponsored by Nabors. | | Mr. Restrepo formerly served as Chief Financial Officer at Pacific Drilling S.A. from February 2011 to February 2014, as Chief Financial Officer at Seitel, a seismic data company, from 2005 to 2009, and as Chief Financial Officer at Smith International, Inc., an oilfield services company, from 2009 to 2010 until its merger with Schlumberger Limited. From 1985 to 2005, Mr. Restrepo served in various senior financial and operational positions for Schlumberger Limited, including operational responsibility for all product lines in the Continental Europe and Arabian Gulf markets, as well as senior financial executive roles in Corporate Treasury and worldwide controller positions with international posts in Europe, South America and Asia. Mr. Restrepo serves on the Board of Directors of SANAD (Nabors’ joint venture with Saudi Aramco) as well as clean energy companies Sage Geosystems, Quaise Energy, and Vast Renewables Ltd. (NASDAQ: VSTE). He has also served on the boards of Nabors Energy Transition Corp. (NYSE: NETC) until December 2023 and UCAP Power from 2022 until March 2024. From 2018 to 2022, Mr. Restrepo served on the board of Reelwell AS, a Norwegian-based provider of advanced drilling technology. He served on the board of SANAD from 2017 to 2020. Mr. Restrepo holds a B.A. in Economics and an M.B.A, both from Cornell University, as well as a B.S. in Civil Engineering from the University of Miami. | |

  53. Board Practices and Commitment

    | | Mark D. Andrews, 52, Corporate Secretary Mark Andrews has served as the Corporate Secretary of Nabors since September 2007. Prior to joining Nabors, Mr. Andrews served in various treasury and financial management positions with General Electric Company, a diversified technology and financial services company, beginning in December 2000. Mr. Andrews was employed by the public accounting firm of PricewaterhouseCoopers LLP from September 1996 to November 2000 in a number of capacities, including Tax Manager, within the firm’s Mining and Resource Practice. Mr. Andrews holds an Honors B.B.A. degree from Wilfrid Laurier University and is also a Chartered Professional Accountant, Chartered Secretary and a CFA charterholder. |

  54. Board Practices and Commitment

    Shareholder Nominations and Proxy Access Policy The ESG Committee accepts shareholder recommendations of director candidates and evaluates such candidates in the same manner as other candidates. Shareholders who wish to submit a candidate for consideration by the ESG Committee for election at our Annual Meeting may do so by submitting in writing the candidate’s name, together with the information described in the Board’s “Amended and Restated Policy Regarding Director Candidates Recommended by Shareholders” available at www.nabors.com. In addition, the Amended and Restated Policy Regarding Director Candidates Recommended by Shareholders includes the Company’s proxy access policy, which permits up to 20 shareholders owning collectively 3% or more of our outstanding common shares for at least three years to nominate and include in our proxy materials nominees representing up to 20% of the Board, as detailed in the policy, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the policy. Submissions to the Board should be delivered in person or by courier to the Company’s principal executive offices at Crown House, 2nd Floor, 4 Par-la-Ville Road, Hamilton, HM08, Bermuda or by mail to P.O. Box HM3349, Hamilton, HMPX Bermuda, no later than the date required for shareholder submissions pursuant to SEC Rule 14a-8, as set forth on page 98 of this Proxy Statement.

  55. Board Practices and Commitment

    | Proposal 2 | Approval and Appointment of Independent Auditor and Authorization for the Audit Committee to Set the Independent Auditor’s Remuneration | | | The Board of Directors recommends that you vote “FOR” the appointment of PricewaterhouseCoopers LLP as independent auditor of the Company and authorization of the Audit Committee to set the independent auditor’s remuneration. |

  56. Board Practices and Commitment

    PricewaterhouseCoopers LLP served as independent auditors for the Company for the year ended December 31, 2024. PricewaterhouseCoopers LLP or its predecessor has been our independent auditor since May 1987. Under Bermuda law, our shareholders have the responsibility to approve the appointment of the independent auditor of the Company to hold office until the close of the next annual general meeting and to authorize the Audit Committee of the Board to set the independent auditor’s remuneration. At the Annual Meeting, the shareholders will be asked to approve the appointment of PricewaterhouseCoopers LLP as our independent auditor for the year ending December 31, 2025, and to authorize the Audit Committee to set the independent auditor’s remuneration. The selection of PricewaterhouseCoopers LLP as our independent auditor for the year ending 2025 was approved by the Audit Committee in February 2025. Representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and to respond to appropriate questions. Audit Committee Pre-Approval Policy The Audit Committee has established a pre-approval policy for all audit and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by the independent auditor. The Chair of the Audit Committee may preapprove permissible proposed non-audit services that arise between Committee meetings, provided that the decision to preapprove the service is reported to the full Audit Committee at the next regularly scheduled meeting. During 2024, all audit and non-audit services performed by the independent auditor were subject to the pre-approval policy. Independent Auditor Fees The following table summarizes the aggregate fees for professional services rendered by PricewaterhouseCoopers LLP. The Audit Committee preapproved all fees for 2024 and 2023 services.

  57. Board Practices and Commitment

    | | 2024 | 2023 | | Audit Fees | $5,003,326 | $5,171,609 | | Audit-Related Fees | 220,000 | 0 | | Tax Fees | 164,166 | 154,482 | | All Other Fees | 2,132 | 1,609 | | Total | $5,389,624 | $5,327,701 |

  58. Board Practices and Commitment

    Audit Fees for the years ended December 31, 2024 and 2023, respectively, include fees for professional services rendered for the audits of the consolidated financial statements of the Company and the audits of the Company’s internal control over financial reporting, in each case as required by Section 404 of the Sarbanes-Oxley Act of 2002 and applicable SEC rules, statutory audits, consents and accounting consultation attendant to the audit. Audit-Related Fees for the years ended December 31, 2024 and 2023, respectively, include consultations concerning financial accounting and reporting standards. Tax Fees for the years ended December 31, 2024 and 2023, respectively, include services related to tax compliance, including the preparation of tax returns and claims for refund, and tax planning and tax advice. All Other Fees for the years ended December 31, 2024 and 2023, respectively, include fees for advisory services. AUDIT COMMITTEE REPORT The Audit Committee operates under a written charter adopted by the Board, which is available on the Company’s website at www.nabors.com. The Audit Committee is responsible for (i) oversight of the quality and integrity of the Company’s consolidated financial statements, the Company’s system of internal controls over financial reporting, and financial risk management, (ii) the qualifications and independence of the Company’s independent registered public accounting firm (independent auditor), (iii) the performance of the Company’s internal auditors and independent auditor and (iv) the Company’s compliance with legal and regulatory requirements with respect to the foregoing. Subject to approval by the shareholders, the Audit Committee has the sole authority and responsibility to select, determine the compensation of, oversee, evaluate and, when appropriate, replace the Company’s independent auditor. The Audit Committee serves in an oversight capacity and is not part of the Company’s managerial or operational decision-making process. Management is responsible for the financial reporting process, including the Company’s system of internal controls for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States, and for the assessment of and the report on the Company’s internal control over financial reporting included in the Annual Report. The Company’s independent auditor is responsible for auditing those financial statements and expressing an opinion as to (i) their conformity with such accounting principles and (ii) the effectiveness of the Company’s internal controls over financial reporting. PricewaterhouseCoopers LLP was the Company’s independent auditor in 2024. The Audit Committee’s responsibility is to oversee the financial reporting process and to review and discuss management’s report on the Company’s internal controls over financial reporting. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management, the internal auditors and the independent auditor. During 2024, the Audit Committee, among other things:

  59. Board Practices and Commitment

    | • | Reviewed and discussed with management, internal auditors and the independent auditor the Company’s quarterly earnings releases, quarterly reports on Form 10-Q, and the annual report on Form 10-K, including the audited consolidated financial statements, the assessment of internal controls, and PricewaterhouseCoopers LLP’s opinion on the effectiveness of the internal controls over financial reporting; |

  60. Board Practices and Commitment

    | • | Reviewed and discussed the Company’s policies and procedures for financial risk assessment and financial risk management and the major financial risk exposures of the Company and its business units, as appropriate; |

  61. Board Practices and Commitment

    | • | Reviewed and discussed the annual plan and the scope of work of the internal auditors for 2024 and summaries of the significant reports to management by the internal auditors; |

  62. Board Practices and Commitment

    | • | Provided input to the Compensation Committee regarding performance of key finance, internal control and risk management personnel; |

  63. Board Practices and Commitment

    | • | Reviewed and discussed with management their reports on the Company’s policies regarding applicable legal and regulatory requirements; |

  64. Board Practices and Commitment

    | • | Reviewed and ratified the Audit Committee’s charter; |

  65. Board Practices and Commitment

    | • | Met with the independent auditor in executive sessions; |

  66. Board Practices and Commitment

    | • | Discussed with the independent auditor matters that independent registered public accounting firms must discuss with Audit Committees under generally accepted auditing standards and standards of the Public Company Accounting Oversight Board (“PCAOB”), including, among other things, matters related to the conduct of the audit of the Company’s consolidated financial statements and the matters required to be discussed by PCAOB Accounting Standards No. 1301 (Communications with Audit Committees). This review included a discussion with management and the independent auditor of the quality (not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant estimates and judgments, and the disclosures in the Company’s consolidated financial statements, including the disclosures related to critical accounting policies; and |

  67. Board Practices and Commitment

    | • | Received written disclosures from independent auditor along with the letter required by applicable requirements of the PCAOB confirming independence of auditor. The Audit Committee discussed with the independent auditor its independence from the Company, and considered whether services it provided to the Company beyond those rendered in connection with its audit of the Company’s annual consolidated financial statements included in its annual report on Form 10-K, reviews of the Company’s interim condensed consolidated financial statements included in its quarterly reports on form 10-Q, and its opinion on the effectiveness of the Company’s internal controls over financial reporting, were compatible with maintaining its independence. |

  68. Board Practices and Commitment

    The Audit Committee also reviewed and preapproved, among other things, the audit, tax and other audit-related services performed by, and related fees of, the independent auditor. The Audit Committee received regular updates on the amount of fees and scope of audit, audit-related, tax and other services provided. Based on the Audit Committee review and these meetings, discussions and reports discussed above, and subject to the limitations on its role and responsibilities referred to above and in the Audit Committee charter, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements for the year ended December 31, 2024, be included in the Company’s annual report on Form 10-K. The Audit Committee also selected PricewaterhouseCoopers LLP as the Company’s independent auditor for the year ending December 31, 2025, which it believes is in the best interest of the Company and/or shareholders, and is presenting that selection to shareholders for approval at the Annual Meeting. Respectfully submitted,

  69. Compensation Committee’s Support of CEO

    | (1) Assumes payout at maximum contractual entitlement, and excludes Change in Pension Value, Nonqualified Deferred Compensation Earnings, and All Other Compensation, as such categories would be reflected in the Proxy Statement’s Summary Compensation Table. |

  70. Compensation Committee’s Support of CEO

    | (1) Excluding reported compensation from the following categories: Change in Pension Value, Nonqualified Deferred Compensation Earnings, and All Other Compensation |

  71. Our Key Components of Executive Compensation

    | Key Components of CEO and CFO Compensation(1) | | | | | | | | Compensation Element | | Settled In | Key Features | Objective | Performance Based | At Risk | | FIXED | Base Salary | Cash | • Fixed cash income to retain and attract highly marketable executives in a competitive market for executive talent | • Reward the skill and expertise that our CEO and CFO contribute to the Company on a day-to-day basis | | | | SHORT-TERM | Performance Based Short Term Incentive | Cash | • Annual cash incentive program • Based 100% on two financial metrics: • Adjusted EBITDA, a primary method used by analysts for evaluation of common shares • CAPEX, prioritizes expenditures towards higher margin business segments | • Designed to motivate executives to achieve annual financial goals and other business objectives and reward them accordingly • Focus on efficient and profitable operations, preservation of shareholder value, improvement in competitive position, and ability to further capitalize on opportunities for growth • Furthers shareholder alignment by placing significant annual compensation at risk | ✔ | ✔ | | LONG-TERM | TSR Shares | Equity | • Earned based on relative TSR performance over a three-year period • No shares earned if relative performance is below the peer group 25th percentile, and must achieve at least 85th percentile to earn maximum • Capped at target if absolute TSR is negative • Maximum payout for CEO is capped at 5x the grant date value | • Furthers shareholder alignment by tying significant compensation to achievement of strong relative total return performance over a multi-year period | ✔ | ✔ | | | Performance Stock Units (PSUs) | Equity | • Earned based on achievement of applicable performance goals established at the beginning of the performance period • Earned PSUs vest equally over a three-year term; earned PSUs above target settled in cash (for CFO, at Compensation Committee’s discretion) | • Furthers shareholder alignment by tying significant compensation to achievement of strategic objectives critical to long-term growth • Payouts of PSU grants on a three-year basis ties compensation to long-term shareholder interests | ✔ | ✔ | | | Long-Term Performance Share Units (LTPSUs) | Equity | • Earned based on achievement of three-year financial metric • For 2023 and 2024, Return on Invested Capital (ROIC) metric | • Furthers shareholder alignment over multi-year period by tying compensation to achievement of strategic objectives critical to long-term growth | ✔ | ✔ |

  72. How We Determine Annual Cash Incentive

    How We Determine Annual Cash Incentive All of our CEO’s and CFO’s annual cash incentive awards are based on performance metrics. The annual cash incentive is targeted at 100% of the executives’ base salaries and capped at twice such amount. This cap of 2.0 times base salary is amongst the lowest of Nabors’ peers, which ranges from 1.98 to 3.50 times base salary. The metrics for earning the annual cash incentives are determined by the Compensation Committee at the beginning of the applicable performance year based on well-defined, measurable metrics. The Compensation Committee sets targets for achieving those goals:

  73. How We Determine Annual Cash Incentive

    | • | Minimum threshold before any annual cash incentive can be earned; |

  74. How We Determine Annual Cash Incentive

    | • | Target award dollar amount to incentivize a specific desired performance level; and |

  75. How We Determine Annual Cash Incentive

    | • | Maximum goal which sets an appropriate limit on the potential annual cash incentive that can be earned through exceptional performance. |

  76. How We Determine Annual Cash Incentive

    The performance measures are pushed down to the business units and functions to ensure all employees throughout the Company are focused on the same goals. At the end of the performance year, the Compensation Committee determines whether the performance goals have been attained and approves any cash payment amount based upon the level of achievement of the pre-established annual performance goals. If actual performance results fall between payout levels, straight-line interpolation is used to determine the award payout. Adjustments to results are permitted as deemed appropriate by the Board to account for significant events that warrant an adjustment.

  77. How We Determine Long-Term Equity Incentives

    How We Determine Long-Term Equity Incentives For 2024, Long-Term Equity Incentives consisted of three core components: (1) a Multi-Year Performance Unit Award, (2) TSR Shares and (3) Performance Stock Units. Importantly, 100% of the Long-Term Equity Incentives granted to our CEO and CFO during 2024 were 100% performance based. Each of these components is described in more detail below.

  78. How We Determine Long-Term Equity Incentives

    | TSR Shares | | | Key Features | • Cliff vesting based on the Company’s TSR performance relative to the peer group measured over a three-year period | | | • Minimum performance criteria must be met in order for any TSR Shares to vest | | | • Number of shares that may vest at end of performance period are capped at target if our TSR performance is negative | | | • Aligns executive incentives with share performance while avoiding excessive payouts | | | • In response to shareholder feedback, the payout metrics for TSR awards shall be earned on a relative percentile basis instead of a ranking class to ensure payout is fully aligned with performance |

  79. How We Determine Our Performance-Based TSR Shares

    | 2024 TSR Grant | | | | Award Payout Level | TSR Relative to the Peer Group at End of Performance Cycle | Percentage of Target Shares Earned | | Maximum | 85th Percentile or greater | 200% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 50% | | No Payout | Below 25th Percentile | 0% |

  80. How We Determine the Level of Performance Stock Units Earned

    How We Determine the Level of Performance Stock Units Earned

  81. How We Determine the Level of Performance Stock Units Earned

    | Performance Stock Units | | | Key Features | • PSUs are earned based on one-year performance metrics (which metrics are intended to build toward long-term strategic initiatives), and subject to a 3-year vesting period following the grant date (with 1/3rd vesting on the first anniversary of the grant date and 1/3rd on each of the second and third anniversaries thereof). Earned units vest in equal increments subject to continued employment, even though the applicable performance goals were met. | | | • Subject to a maximum award amount. | | | • This structure provides for a longer period of shareholder alignment, and an additional retention element, because the shares underlying the PSUs are not issued until the vesting term has been satisfied (i.e., both the performance and service elements have been satisfied). | | | • PSUs are earned on an overall goal completion percentage, which is based on relative weighting of each individual goal performance achievement. For the 2024 performance cycle: 1) Threshold level performance required the achievement of at least one goal; 2) Target level performance required the achievement of the equivalent of 50% of all goals; and 3) Maximum level performance required achievement of all four goals for the CEO and all four goals for the CFO. | | | • The target value of 200% of our CEO’s contractual base salary and 100% of our CFO’s contractual base salary is awarded to our CEO and CFO, each of whom then has the opportunity to earn 200% of the number of target PSUs granted based on the level of achievement of the established performance goals. | | | • The CEO (or the CFO, at the discretion of the Compensation Committee) receives cash in respect of any Performance Stock Units earned above target. |

  82. How We Determine the Level of Performance Stock Units Earned

    | Long Term Performance Stock Units | | | | Key Features | • The Long-Term Performance Goal is measured as of the end of the performance period and, for 2024, the number of Long-Term PSUs (“LTPSUs”) that become “Earned LTPSUs” will be based on the following: | | | | ROIC Pay-out Opportunity | Percentage of LTPSUs Earned | | | < 10% | 0% | | | 10% (target) | 100% of Target Number | | | ≥12% (maximum) | 200% of Target Number | | | • If the Long-Term Performance Goal is determined to be achieved between target and maximum level, then the percentage of LTPSUs that are earned shall be linearly interpolated on a straight-line basis between those two points. No LTPSUs shall be earned if actual performance is below target level. | | | | • “ROIC” for each fiscal year shall be calculated as the percentage equal to Adjusted Operating Income divided by the Average Invested Capital as those numbers are reported and calculated in accordance with the Company’s audited financial statements. | |

  83. How We Determine the Level of Performance Stock Units Earned

    2024 Performance Achievements

  84. Assessment of 2024 Annual Cash Incentive Award Achievement

    Assessment of 2024 Annual Cash Incentive Award Achievement For 2022, 2023 and 2024, our CEO’s and CFO’s annual cash incentive award was based on two financial metrics, “Adjusted EBITDA” and “CAPEX”. In 2021, the CEO’s and CFO’s annual cash incentive was based solely on Adjusted EBITDA (See Annex A for definition). “Adjusted EBITDA less CAPEX” is a significant consideration used by investors and analysts in evaluating the Company and is therefore, we believe, a key driver of the Company’s share price. Building upon our use of Adjusted EBITDA as a financial metric to drive performance, and in response to shareholder feedback, “Adjusted EBITDA less CAPEX” aligns our financial discipline to target our capital spending to higher margin, lower capital-intensive business segments. All references to “CAPEX” in these measures excludes SANAD new build rig capex and capex in connection with the Kuwait KOC tender, if awarded.

  85. Assessment of 2024 Annual Cash Incentive Award Achievement

    | 2024 Performance Achievements | | | | | | Objective | Weight | Target Ranges | Performance Achieved | Cash Incentive Earned | | Adjusted EBITDA less CAPEX | 100% | • Threshold: $354.9M • Target: $507.0M • Maximum: $608.4M | The Company’s Adjusted EBITDA less CAPEX for 2024 was $593M versus $570M in 2023 which represents a 4% increase | Performance exceeded the Target but was less than the Maximum. Thus, the cash incentive earned was approximately $3.24M for the CEO and approximately $1.39M for the CFO |

  86. Assessment of 2024 Annual Cash Incentive Award Achievement

    Shareholders may note that the Adjusted EBITDA less CAPEX target for 2024 was lower than the Adjusted EBITDA less CAPEX target for 2023. Nabors operates in a highly cyclical oilfield services drilling industry. As a result, Nabors’ annual budget is prospectively focused, rather than relying on historical financial performance when setting the budget. Considerations such as term vs. spot rig contract composition, day rate pricing, participation in new tenders and success of bidding, and market projections for global drilling demand are used in the budget setting process. In addition, budgeted EBITDA and CAPEX can vary greatly depending on the geomarket – in the case of Nabors – primarily the Lower 48 and International geomarkets. At the beginning of Fiscal 2024, the Compensation Committee evaluated the number of contracted rigs and associated terms and pricing, new tenders and likelihood of success and market outlook to determine the 2024 Adjusted EBTIDA and CAPEX. As an example, when setting the Adjusted EBITDA target for 2024, the Compensation Committee noted that the Lower 48 market rig count in 2023 was trending downward from an average of 658 rigs to 593 rigs at the end of 2023. The 2024 average Lower 48 market rig count was 570, approximately 13% below the 2023 average. This downward trend was a guiding factor in the Compensation Committee’s decision to lower the Adjusted EBITDA target for 2024. Our Corporate Secretary’s annual cash incentive is based on the achievement of quantitative and qualitative performance goals established at the beginning of the annual performance period. For 2024, his performance goals included targeted shareholder outreach and improvements to corporate governance and compliance programs. His cash incentive for 2024 was $100,958.

  87. Assessment of 2024 Performance Stock Units Achievement (Granted in January 2024 and Earned in 2024 Based on 2024 Performance)

    Assessment of 2024 Performance Stock Units Achievement (Granted in January 2024 and Earned in 2024 Based on 2024 Performance) For the 2024 performance cycle, our CEO had five performance goals as set forth in the table below. Consistent with the request of shareholders, the goals are all more prescriptive and weighted heavily toward financial performance, deployment of new technologies and continued improvement in emissions reduction and diversity targets.

  88. CEO Performance Goals and 2024 Achievement

    CEO Performance Goals and 2024 Achievement

  89. CEO Performance Goals and 2024 Achievement

    | 2024 CEO Performance Goals and Achievements | | | | | | Performance Goal and Rationale | Degree of Achievement Determined (out of 100%) | Goal Weighting | | 1 | Achieve at least $230M reduction in net debt excluding: 1) any distributions of cash to Saudi Aramco and any CAPEX related to the SANAD In-Kingdom new build rigs incurred in 2024 and 2) CAPEX in connection with the Kuwait KOC tender, if awarded). Rationale: Part of long-term corporate objective to reduce financial leverage and associated risks and increase shareholder value. Actual net debt reduction achieved in 2023 under this metric was $213.1M. | 100% | 25% | | 2 | Achieve 2024 Adjusted EBITDA for NDS and Rig Technologies of $170M. Rationale: Increase profit in these low capital intensity, high margin businesses. Actual Adjusted EBITDA for NDS and Rig Technologies in 2023 was $157M. | 95% | 20% | | 3 | Generate at least $19M in Adjusted Gross Margin from Energy Transition products. Rationale: To increase the profit of this new business segment, further diversifying income streams and while lowering emissions. Actual Adjusted Gross Margin from Energy Transition products in 2023 was $17M. | 80% | 10% | | 4 | Deployment of New Technologies (10% weighting) | | | | | Delivery of technology – deploy 2 “Razor” Systems and 6 “Razor Light” Systems (10%) | | | | | Operational Performance (25% weighting) | | | | | Reduce US Average Rig Move time to 3.50 days (7.5%) | 93% | 35% | | | Reduce US Average Downtime Percentage to 1.25% (7.5%) | | | | | Operational Performance – Saudi – Create performance measurement tool for SANAD operations to enable implementation of operational performance metrics in 2024 (10%) Rationale: Deploying new technologies and making continuous improvements in operational performance. | | | | 5 | Emissions Reduction (5% weighting) | | | | | 1) Reduce US Scope 1 emissions intensity by 3% relative to 2023 results | | | | | 2) Reduce International Scope 1 emissions intensity by 3% relative to 2023 results | | | | | Increase Diversity (5% weighting) | 100% | 10% | | | 1) Achieve at least 30% females with the ACE Program (Actively Changing Flagship Engineering) | | | | | 2) Achieve at least 60% of all new hires of US SGA & FS to be diverse Rationale: Align business objectives and performance with broad stakeholder base and a specific response to shareholder request to tie executive compensation to ESG goals. | | |

  90. CEO Performance Goals and 2024 Achievement

    CEO Payout Results for 2024 Performance Units: The overall percentage achieved is the weighted average of the percentage completed for each goal, or 95.16%. Pursuant to the terms of the 2024 Performance Stock Units Agreement, achievement of 95.16% results in a payout level of 190.33% of the target amount (41,942 Performance Stock Units) being achieved, for a total of 79,828 Performance Stock Units being earned. This payout level reflects the following payout slopes applicable to the Performance Stock Units: weighted average of the percentage completed for each goal at 50% results in 100% of the target number of Performance Stock Units being earned, and a weighted average of the percentage completed for each goal at 100% results in 200% of the target number of Performance Stock Units being earned, with linear interpolation between points. For the 2024 performance cycle, our CFO had the 5 performance goals set forth in the table below. Consistent with the request of shareholders, the goals are weighted more heavily toward financial performance.

  91. CFO Performance Goals and 2024 Achievement

    CFO Performance Goals and 2024 Achievement

  92. CFO Performance Goals and 2024 Achievement

    | 2024 CFO Performance Goals and Achievements | | | | | | Performance Goal and Rationale | Degree of Achievement Determined (out of 100%) | Goal Weighting | | 1 | Achieve at least $230M reduction in net debt excluding: 1) any distributions of cash to Saudi Aramco and any CAPEX related to the SANAD In-Kingdom new build rigs incurred in 2024 and 2) CAPEX in connection with the Kuwait KOC tender, if awarded). Rationale: Part of long-term corporate objective to reduce financial leverage and associated risks and increase shareholder value. Actual net debt reduction achieved in 2023 under this metric was $213.1M. | 100% | 30% | | 2 | | | | | | Achieve 2024 Adjusted EBITDA for NDS and Rig Technologies of $170M. Rationale: Increase profit in these low capital intensity, high margin businesses. Actual Adjusted EBITDA for NDS and Rig Technologies in 2023 was $157M. | 95% | 20% | | 3 | | | | | | Generate at least $19M in Adjusted Gross Margin from Energy Transition products. Rationale: To increase the profit of this new business segment, further diversifying income streams and while lowering emissions. Actual Adjusted Gross Margin from Energy Transition products in 2023 was $17M. | 80% | 10% | | 4 | | | | | | Renegotiate, extend and improve terms of existing Credit and AR Facility Rationale: Restructure debt to reduce near term capital markets exposure. | 100% | 20% | | 5 | Conduct at least four thematic meetings with key analysts and investors that includes Nabors’ achievements, plus Nabors’ plans in Drilling Solutions, Rig Technologies and Energy Transition by September 30, 2024. | 100% | 20% | | | Conduct at least one meeting with each of S&P and Moody’s with follow-up on results by September 30, 2024. | | | | | Visit Nabors’ significant capital market dealers by September 30, 2024. Rationale: To support regular succession planning activities and introduce other senior executives to the Company’s investor community to aid investors as they evaluate the Company’s securities. | | |

  93. CFO Performance Goals and 2024 Achievement

    CFO Payout Results for 2024 Performance Units: The overall percentage achieved is the weighted average of the percentage completed for each goal, or 97.61%. Pursuant to the terms of the 2024 Performance Stock Units Agreement, achievement of 97.61% results in a payout level of 195.22% of the target amount (8,988 Performance Stock Units) being achieved, for a total of 17,547 Performance Stock Units being earned. This payout level reflects the following payout slopes applicable to the Performance Stock Units: weighted average of the percentage completed for each goal at 50% results in 100% of the target number of Performance Stock Units being earned, and a weighted average of the percentage completed for each goal at 100% results in 200% of the target number of Performance Stock Units being earned, with linear interpolation between points.

  94. Restricted Stock Award to the Corporate Secretary

    Restricted Stock Award to the Corporate Secretary The Corporate Secretary received a long-term equity-based compensation award in the form of restricted shares that vest over time. In 2024, he received a long-term equity incentive award in the form of restricted shares on February 19, 2024, the number of which was determined by applying a multiplier of 1.0 to his annual cash incentive for 2023, which was $90,420, and dividing the product by $85.18, which was the value of our shares on the grant date. Based on this calculation, he was granted 1,062 restricted shares, with restrictions lapsing ratably over four years. Equity-Based Award Policy The Company has established an Equity-Based Award Policy that applies to the grant of all long-term equity incentive awards, including to our executive officers. Here is how this policy works in practice:

  95. Restricted Stock Award to the Corporate Secretary

    | • | The policy does not restrict the timing of awards, although the Compensation Committee typically makes awards to our executive officers and senior leadership within the first sixty days of each year. |

  96. Restricted Stock Award to the Corporate Secretary

    | • | The Compensation Committee delegates authority to the CEO, subject to predetermined caps, to approve equity awards to non-executive employees at other times during the year, such as in connection with new hires and promotions, or in connection with the appraisal review and compensation adjustment process for employees. |

  97. Restricted Stock Award to the Corporate Secretary

    | • | In connection with the appraisal review and compensation adjustment process for 2024, and in accordance with the compensation plan and metrics approved by the Compensation Committee, the CEO was delegated authority to grant up to an aggregate amount of $7.3 million in restricted shares to non-executive officer employees. |

  98. Restricted Stock Award to the Corporate Secretary

    | • | All awards granted by the CEO are required to be reported to the Compensation Committee at its next regularly scheduled meeting. |

  99. Restricted Stock Award to the Corporate Secretary

    Clawback Policy On November 10, 2023, the Board adopted a clawback policy compliant with the requirements of the NYSE (the “Clawback Policy”). The Clawback Policy requires the Company to clawback erroneously awarded incentive compensation “received” (i.e., earned) by officers during the three fiscal years that precede the date on which the Company determines it is required to prepare a “Big R” or “little r” accounting restatement. The Clawback Policy applies to those officers of the Company as defined in Rule 16a-1(f) of the Exchange Act and applies to incentive-based compensation (i.e., compensation that is earned in whole or in part based on the attainment of financial performance measures). A copy of the Clawback Policy is included as an exhibit in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Other Benefits and Perquisites All of our employees, including our named executive officers, may participate in health, pension and welfare benefit and other plans. Our named executive officers and certain other employees may also receive company-sponsored club memberships as part of their overall compensation package. In addition, our CEO and CFO receive additional benefits under the terms of their respective agreements, as described below.

  100. Severance and Other Payments

    Severance and Other Payments Severance protection can play a valuable role in attracting and retaining key executive officers and ensuring that they remain focused on the interests of the Company and our shareholders. Accordingly, we provide such protection for our CEO and CFO under various circumstances. Termination Resulting from Death or Disability. Our CEO’s employment agreement provides that in the event of his death or Disability: (i) all restricted shares outstanding (including all unvested TSR shares at target) shall vest on the vesting date; (ii) all outstanding options shall vest and remain exercisable for the remainder of the term; (iii) any amounts previously earned but unpaid, including a pro-rated portion of his annual cash incentive shall be payable; (iv) all unvested Performance Stock Units shall become vested (provided that (a) if the date of such termination occurs after the conclusion of the performance period but prior to the final determination of performance, then the number of earned Performance Stock Units shall be determined based on actual performance, and (b) if the date of such termination occurs prior to the conclusion of the performance period, then the earned Performance Stock Units shall be deemed to equal 200% of the target Performance Stock Units, pro-rated for the portion of the performance period during which our CEO was employed) and (v) he and his family shall remain covered under Company health plans until the later of the date he receives equivalent coverage under another employer or the death of him and his spouse. Mr. Petrello also will continue to be eligible for certain other benefits for three years following his termination resulting from Disability. He also is entitled to all amounts under the Executive Deferred Compensation Plan. Our CFO’s employment agreement is substantially similar to our CEO’s employment agreement. Termination by Executive for Constructive Termination without Cause, or by the Company without Cause. In the event of a Constructive Termination without Cause, or if he is terminated by the Company without Cause, our CEO’s employment agreement provides for severance benefits substantially similar to those set forth above under “Termination Resulting from Death or Disability.” In addition, he would be entitled to 2.99 times the average of his base salary and annual cash incentive during each of the last three completed fiscal years. Our CFO’s employment agreement is similar, except that he and his family are entitled to receive continued health coverage until the earlier of (a) the date that he or another member of his family receives health coverage by a subsequent employer; (b) three years from the date of the termination of his employment; or (c) the dates of his and his spouse’s death. Termination by the Company for Cause or by Written Voluntary Resignation. Our CEO’s employment agreement provides for: (i) base salary through the date of termination; (ii) vesting of all unvested restricted stock that was granted in connection with the annual incentive (if any); (iii) the vesting of all unvested options granted in connection with the annual incentive (if any), which (in addition to any stock options vested prior to the date of termination) shall remain exercisable for the remainder of its term; (iv) forfeiture of all unvested TSR Shares and Performance Stock Units; (v) payment of all amounts previously earned but unpaid; and (vi) in connection with a voluntary resignation only, continuation of health benefits for him and his family until the death of him and his spouse. He also is entitled to other or additional benefits in accordance with applicable plans or programs in effect at the time of termination. Our CFO’s employment agreement provides for: (i) base salary through the date of termination; (ii) forfeiture of unvested TSR Shares and Performance Stock Units; (iii) payment of all amounts previously earned but unpaid, and (iv) other or additional benefits in accordance with applicable plans or programs in effect at the time of termination. Termination after Expiration Date of Employment Agreement. Our CFO’s employment agreement provides that if he remains employed beyond the expiration date, and his employment is then terminated as a result of his death or Disability, or by the Company without Cause, he shall be entitled to the following: (i) vesting of all unvested restricted shares (other than TSR Shares) and options; (ii) vesting of TSR Shares at target; and (iii) continuation of health coverage until the earlier of (a) the date that he or another member of his family receives health coverage by a subsequent employer; (b) three years from the date of the termination of his employment; or (c) the dates of his and his spouse’s death. He also is entitled to all amounts under the Executive Deferred Compensation Plan. Our CEO’s Agreement does not include a similar provision. Termination due to Qualified Retirement. Subject to the CFO providing at least 200 days’ notice to the Company, he shall be entitled to the following: (i) vesting of all unvested restricted shares (other than TSR Shares) and options; (ii) vesting of TSR Shares at maximum levels; and (iii) continuation of health coverage until the earlier of (a) the date that he or another member of his family receives health coverage by a subsequent employer; (b) three years from the date of the termination of his employment; or (c) the dates of his and his spouse’s death. He also is entitled to all amounts under the Executive Deferred Compensation Plan. Our CEO’s Agreement does not address this scenario. On March 19, 2025, our CFO notified the Company of his intention to retire on September 30, 2025. Change in Control. In the event of a Change in Control with no termination of employment, our CEO’s agreement provides that all unvested equity awards shall vest. TSR Shares shall be earned at maximum levels. Earned Performance Stock Units shall become vested as of the date of such Change in Control if our CEO remains continuously employed through the date of such Change in Control; provided that, if such Change in Control occurs prior to the determination of performance, the unearned Performance Stock Units shall be deemed to equal 200% of target. Our CFO’s employment agreement provides that his unvested TSR shares shall vest at maximum level, and other equity awards shall be treated in a manner consistent with other executive direct reports of the CEO. Both executives would be entitled to all vested amounts under the Executive Deferred Compensation Plan if the Change in Control satisfies applicable U.S. Treasury regulations and the Board takes action to liquidate the plan. Additional information regarding severance benefits is included in the table under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” below.

  101. Retirement Plans

    | • | Deferred Compensation Plan—a nonqualified deferred compensation plan, which allows certain employees, including some of our named executive officers, to defer an unlimited portion of their base salary and annual cash incentive and to receive Company matching contributions in excess of contributions allowed under our 401(k) Plan because of IRS qualified plan limits. Individual account balances in the Deferred Compensation Plan are adjusted in accordance with deemed investment elections made by the participant using investment vehicles made available from time to time. Distributions from the Deferred Compensation Plan are generally made in the form of a lump-sum payment upon separation of service from the Company. |

  102. Executive Plan

    Executive Plan Under our Executive Deferred Compensation Plan (the “Executive Plan”), we make deferred bonus contributions to accounts established for certain employees, including some of our named executive officers and other senior leaders, based upon their employment agreements, as applicable, or their performance during the year. Individual account balances in the Executive Plan are adjusted in accordance with deemed investment elections made by the participant either using investment vehicles made available from time to time or in a deemed investment fund that provides an annual interest rate on such amounts as established by the Compensation Committee from time to time. The interest rate for the deemed investment fund is currently set at 6%. Our CEO and CFO have elected to participate in this fund, partially and fully, respectively, as have some of our other senior management. Distributions from the Executive Plan are made in the form of lump-sum payments upon death, disability, termination without cause (as defined in the employment agreement), upon vesting or upon departure from the Company after vesting, which generally occurs three to five years after a contribution to the participant’s account. Pursuant to our CEO’s employment agreement, at the end of each calendar quarter through March 31, 2020, the Company credited $300,000 to an account for him under this plan. These credits have continued after March 31, 2020, consistent with his employment agreement and in accordance with the terms of the plan. These deferred amounts, together with earnings thereon, will be distributed to him when (a) he reaches age 70, or (b) upon termination of employment for any reason other than cause. He will forfeit his account balance under this plan upon termination of employment for cause. When our CEO turned 62, he received a one-time payment equal to all amounts credited to that point in excess of $250,000 per calendar quarter, plus all earnings on such amounts. During 2024, our CEO turned 70 and received a payment equal to all amounts credited to that point, together with earnings thereon. In accordance with our CEO’s employment agreement, the Company will continue to credit $300,000 to him under this plan. Our CFO is also eligible to participate in the Executive Plan on the same basis as other senior leaders. The Compensation Committee elected to credit $450,000 to his account under the Executive Plan in 2024. During 2024, our CFO turned 65 and received a one-time payment equal to contributions made up to 2016, together with earnings thereon and in accordance with the agreements under the plan.

  103. Term of Employment

    Term of Employment Our CEO’s employment agreement provided for an initial term of five years, through December 31, 2017, with automatic one-year extensions at the end of each term, unless either party provides notice of termination 90 days prior to such anniversary. If the Company provides notice of termination to him, then provided that he remains employed with the Company for a period of up to six months as specified by the Company to assist with the transition of management, the termination will be treated as a Constructive Termination without Cause. Upon consideration of losing the strategic vision of the CEO as described above, as well as costs associated with unilaterally amending or terminating the CEO’s employment agreement, the Compensation Committee recommended to the independent members of the Board that no action be taken to terminate or amend the agreement at the end of 2024. Neither our CEO nor the Company provided notice of termination and accordingly, the agreement renewed for another year. Our CFO’s employment agreement extends automatically by one year unless Company provides notice of termination 90 days prior to such anniversary, or the CFO gives notice at least 200 days prior to his voluntary retirement. Such notice of termination by the Company does not constitute a Constructive Termination without Cause under his employment agreement. On March 19, 2025, our CFO notified the Company of his intention to retire on September 30, 2025. Share Ownership and Holding Guidelines To further align executive and shareholder interests, each of our Named Executive Officers are required to own a minimum amount of Company common stock with an acquisition value equal to a specified multiple of their annual base salary. Furthermore, the CEO is required to retain vested shares and shares issued from exercise of options for twelve months.

  104. Term of Employment

    | • | A named executive officer’s ownership of unvested time-based restricted common shares (including RSUs and RSAs) count toward satisfying the stock ownership requirements. A named executive officer’s ownership excludes (a) unearned performance-based restricted stock (including TSRs), (b) shares of common stock underlying unearned performance-based restricted stock units (including PSUs), (c) unexercised stock options and (d) unexercised stock appreciation rights. |

  105. Term of Employment

    | • | Each named executive officer subject to the guidelines must retain 50% of the net shares they acquire upon the exercise of stock options and after the vesting of TSRs, PSUs, RSUs and RSAs, after payment of applicable taxes, until they achieve the required ownership level. |

  106. Term of Employment

    | Name | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total $ | | Anthony G. Petrello Chairman of the Board, President and CEO | 2024 | 1,750,000 | 5,662,538 | 3,239,111 | 47,130 | 1,447,824 | 12,146,803 | | | 2023 | 1,750,000 | 5,562,922 | 1,575,968 | 7,486 | 1,437,658 | 10,334,034 | | | 2022 | 1,750,000 | 4,560,545 | 3,009,880 | 82,818 | 1,386,519 | 10,789,762 | | William J. Restrepo Chief Financial Officer | 2024 | 750,000 | 2,018,351 | 1,388,276 | 30,126 | 734,485 | 4,921,238 | | | 2023 | 750,000 | 2,225,382 | 675,415 | 3,483 | 738,130 | 4,392,410 | | | 2022 | 748,077 | 1,751,742 | 1,289,949 | 35,092 | 640,414 | 4,465,274 | | Mark D. Andrews Corporate Secretary | 2024 | 285,000 | 365,461 | 100,958 | — | 176,078 | 927,497 | | | 2023 | 282,115 | 406,961 | 90,420 | — | 166,741 | 946,237 | | | 2022 | 273,336 | 122,997 | 150,700 | — | 164,922 | 711,955 |

  107. Term of Employment

    | (3) A description of the Executive Plan is set forth above in “Nonqualified Deferred Compensation.” In the event of a Change in Control, the above assumes the requirements of the applicable U.S. Treasury regulations are met and the Board has taken action to liquidate the Executive Plan. As of December 31, 2024, the deferred amounts, together with earnings thereon, under the Executive Plan for Mr. Petrello is zero following the full distribution to Mr. Petrello upon turning age 70 during the fourth quarter of 2024. |

  108. Term of Employment

    | (20) Retirement requires at least 200 days prior written notice by Mr. Restrepo to be entitled to potential payments. Accordingly, no entitlement is reflected as of December 31, 2024. In the event of qualifying Voluntary Retirement, this amount would be $7,284,703. On March 19, 2025, our CFO notified the Company of his intention to retire on September 30, 2025. |

  109. Term of Employment

    | Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table total for Non-CEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to Non-CEO Named Executive Officers ($)(4) | Value of Initial Fixed $100 Investment Based on: | | Stated in Thousands | | | | | | | | Total Shareholder Return of Nabors | Peer Group Total Shareholder Return(5) | Net Income (Loss) $(6) | Adjusted EBITDA $(7) | | 2024 | 12,146,803 | 11,330,707 | 2,924,368 | 2,521,131 | 40.62 | 113.33 | (176,084) | 881,335 | | 2023 | 10,334,034 | (1,879,135) | 2,669,324 | (584,182) | 58.01 | 129.48 | (11,784) | 915,157 | | 2022 | 10,789,762 | 30,117,200 | 2,588,615 | 5,325,474 | 110.05 | 125.60 | (350,261) | 709,392 | | 2021 | 9,984,321 | 18,318,728 | 2,123,611 | 2,932,914 | 57.62 | 75.93 | (572,925) | 481,940 | | 2020 | 17,538,345 | 4,758,974 | 2,680,569 | 1,001,102 | 41.38 | 60.66 | (820,252) | 563,892 |

  110. Term of Employment

    | (2) The dollar amounts reported represent the amount of “compensation actually paid” to our CEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO during the applicable year. See the table below for more details. |

  111. Term of Employment

    | (4) The dollar amounts reported represent the average amount of “compensation actually paid” to our non-CEO NEOs for the applicable year. For each of the years presented, reflects compensation information for Mr. Andrews and Mr. Restrepo, our non-PEO NEOs for those years. |