DEF 14A of Noble Corp plc
Filed Mar 16, 2026 · FY20250001140361-26-009587
Voting and Other Procedures Related to the Annual General Meeting
| 1 | Erik Bergöö | | | | Mr. Bergöö was named Head of Shipping and Offshore Portfolio at A.P. Møller Holding A/S, an investment company and parent company of the A.P. Møller Group, in July 2023, and before that he served as Head of Financial Investments of A.P. Møller Holding A/S since 2016. Prior to joining A.P. Møller Holding A/S, Mr. Bergöö gained extensive experience in various roles within global financial markets across Scandinavia, the UK, and Singapore. Mr. Bergöö is currently on the boards of DOF Group ASA (public), where he also serves as Vice Chairman, Maersk Product Tankers A/S (private), A.P. Møller Maritime ApS (private), Ammonia Carriers A/S (private), and APMH Invest V ApS (private). Mr. Bergöö holds a Master of Science (M.Sc.) in Industrial Engineering and Management from Chalmers University of Technology. | | Age: 47 Director since: Nominee | | | | EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Bergöö should serve as a director include his expertise in the areas of finance and treasury, offshore industry, and international business. |
Voting and Other Procedures Related to the Annual General Meeting
| 2 | Patrice Douglas | | | | Ms. Douglas is an attorney representing energy companies, financial institutions, municipalities and utilities on legal, regulatory and compliance matters. From 2011 to 2015, Ms. Douglas served on the Oklahoma Corporation Commission (the “OCC”), including as Chairman of the OCC beginning in 2012. She served as Executive Vice-President of First Fidelity Bank from 2008 to 2011, and as Senior Vice-President and then President of Spirit Bank from 2004 to 2008. Ms. Douglas also served as Mayor of Edmond, Oklahoma from 2009 through 2011. Ms. Douglas has served on the board of Mercy Health System (private) since 2025. Previously, Ms. Douglas served as a member of the board of directors of Amplify Energy Corp. (public) from 2021 through 2025, as a member of the board of directors of Diamond Offshore Drilling, Inc. (public) from 2023 to 2024, as a member of the board of directors of Midstates Petroleum Company, Inc. from 2016 through 2019, and as a member of the board of directors of Bank SNB and Southwest Bancorp, Inc. from 2016 to 2018. Ms. Douglas received a Bachelor of Science degree from Oklahoma Christian University and a Juris Doctor degree from the University of Oklahoma. | | Age: 63 Director since: 2024 | | | | EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Ms. Douglas should serve as a director include her expertise in the areas of finance and treasury as well as legal and government. Further, the prior service of Ms. Douglas with Diamond provides business continuity that is of value to the board following the 2024 acquisition of Diamond. |
Voting and Other Procedures Related to the Annual General Meeting
| 3 | Robert W. Eifler | | | | Mr. Eifler was named President and Chief Executive Officer of the Company in May 2020. Previously, Mr. Eifler served as Senior Vice President, Commercial of the Company from August 2019 until assuming his current role. He served as Senior Vice President, Marketing and Contracts of the Company from February to August 2019, and as Vice President and General Manager – Marketing and Contracts of the Company from July 2017 to February 2019. Before that, Mr. Eifler led the Company’s marketing and contracts efforts for the Eastern Hemisphere while based in London. From November 2013 to March 2015, he worked for Hercules Offshore, Inc., an offshore driller, as Director, International Marketing. Mr. Eifler originally joined the Company in February 2005 as part of the management development program and held numerous operational and marketing roles with increasing responsibility around the world until joining Hercules Offshore, Inc. in 2013. Mr. Eifler received a B.S. in Systems and Information Engineering from the University of Virginia and an Acton MBA in Entrepreneurship. | | Age: 46 Director since: 2020 | | | | EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Eifler should serve as a director include his expertise in the areas of corporate governance, international business, operations, sales and marketing and engineering. He also has extensive experience in the oilfield services business. Further, it is the belief of our board that our CEO should be a member of the board of directors, and Mr. Eifler brings to our Board extensive knowledge of the Company and the industry as the President and Chief Executive Officer of the Company. |
Voting and Other Procedures Related to the Annual General Meeting
| 4 | Claus V. Hemmingsen | | | | Mr. Hemmingsen served as Chairman for Maersk Drilling from September 2016 to November 2022, and before that was the CEO of Maersk Drilling from 2005 to 2016. Mr. Hemmingsen originally joined A.P. Moller – Maersk in 1981 as a shipping trainee. After completing his shipping education, he moved to Maersk Drilling, before serving in Maersk Line from 1989, including 12 years in both Hong Kong and Singapore. In 2003, he returned to the head office in Copenhagen as Senior Vice President in Maersk’s global container activities, while also being responsible for APM Terminals until 2004. In 2016, he took up a number of other senior roles, including that of Vice CEO of A.P. Moller – Maersk. He left A.P. Moller - Maersk A/S in 2019. Mr. Hemmingsen is currently on the boards of and serves as chairman of the board for each of DFDS A/S (public), HusCompagniet A/S (public), Ramboll A/S (private) and Innargi A/S (private). Mr. Hemmingsen also serves on the Board of A.P. Moller Holding A/S (private) and as managing director of CVH Consulting APS (private). He formerly served on the board of Maersk Drilling A/S (public). Mr. Hemmingsen has studied management at London Business School and Cornell University, and gained an Executive MBA from IMD in 2007. | | Age: 63 Director since: 2022 | | | | EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Hemmingsen should serve as a director include his expertise in the areas of administration and human resources, corporate governance, environmental and social responsibility, innovation, international business, operations and strategic planning. He also has extensive experience in the oilfield services business. Further, Mr. Hemmingsen’s prior service with Maersk Drilling provides business continuity that is of value to the Board. |
Voting and Other Procedures Related to the Annual General Meeting
| 5 | Alan J. Hirshberg | | | | Mr. Hirshberg currently owns VOR Advisors, Inc., a consulting firm. Prior to that, he served as a Senior Advisor at Blackstone Management Partners, which provides asset management services, from January 2019 to January 2022. He joined ConocoPhillips, an oil and gas company, in 2010 as its Senior Vice President, Planning and Strategy, and retired in January 2019 as its Executive Vice President, Production, Drilling and Projects, a position he held since April 2016. In this role, he had responsibility for ConocoPhillips’ worldwide operations, as well as supply chain, aviation, marine, major projects, drilling and engineering functions. Prior to joining ConocoPhillips, Mr. Hirshberg worked at Exxon and ExxonMobil for 27 years, serving in various senior leadership positions in upstream research, production operations, major projects and strategic planning. His last role at ExxonMobil was Vice President of Worldwide Deepwater and Africa Projects. Mr. Hirshberg has been on the board of TransMontaigne Partners LLC (private) since March 2023 and became its Chairman in December 2025. Mr. Hirshberg was formerly on the board of McDermott International, Inc. (private) and Sitio Royalties (f/k/a Falcon Minerals Corporation (public)). Mr. Hirshberg received Bachelor and Master of Science degrees in Mechanical Engineering from Rice University. | | Age: 64 Director since: 2021 | | | | EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Hirshberg should serve as a director include his expertise in the areas of engineering, innovation, international business, operations, risk management, strategic planning, and cybersecurity. He also has broad experience in several areas of the energy industry and deep experience as a public company board member. |
Voting and Other Procedures Related to the Annual General Meeting
| 6 | H. Keith Jennings | | | | Mr. Jennings is currently CFO of Array Technologies, Inc. (public), a manufacturer in the solar energy sector. Mr. Jennings served as Executive Vice President and Chief Financial Officer of Weatherford International, an oilfield service company, from September 2020 to August 2022, Executive Vice President and Chief Financial Officer of Calumet Specialty Products Partners, a refiner of transportation fuels and manufacturer of a diversified slate of branded petroleum derivative specialty products in various consumer and industrial markets, from October 2019 to August 2020, Vice President, Finance of Eastman Chemical Company from 2018 to 2019, Vice President & Treasurer of Eastman Chemical Company from 2016 to 2018 and Vice President & Treasurer of Cameron International from 2009 to 2016. He previously served on the board of 5E Advanced Materials, Inc. (public). Mr. Jennings holds a Bachelor of Commerce from the University of Toronto and a Master of Business Administration from Columbia University and is a Chartered Professional Accountant. | | Age: 56 Director since: 2023 | | | | EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our board to conclude that Mr. Jennings should serve as a director include his expertise in the areas of accounting, finance and treasury. He also has broad experience in the energy and chemical industries, experience as a public company board member, and has served as a chief financial officer. |
Voting and Other Procedures Related to the Annual General Meeting
| 7 | Charles M. Sledge | | | | Mr. Sledge previously served as the Chief Financial Officer of Cameron International Corporation, an oilfield services company, from 2008 until its sale to Schlumberger Limited in 2016. Prior to that, he served as the Corporate Controller of Cameron International Corporation from 2001 until 2008. He currently serves on the boards of Weatherford International plc, where he serves as chairman, and Talos Energy, Inc. and New Fortress Energy (each public). He previously served on the boards of Stone Energy Corp. and Vine Energy, Inc. (each public). Mr. Sledge received a BS in Accounting from Louisiana State University and is a graduate of the Advanced Management Program at Harvard University. | | | EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Sledge should serve as a director include his expertise in the areas of accounting, finance and treasury, and operations. He also has broad experience in the energy exploration industry, deep experience as a public company board member, and has served as a chief financial officer. | | Age: 60 Director since: 2021 | |
Compensation Philosophy and Objectives
Compensation Philosophy and Objectives We believe that our compensation program should pay for performance and closely aligns our executives’ interests with those of our shareholders. We focus on compensation tied to key drivers of stock price performance to provide a clear link to enhanced shareholder value and further emphasize an appropriate balance of financial results, operational excellence, safety and sustainability. We place a majority of executive pay at risk and tie a substantial portion of our NEOs potential compensation to achievement of specific annual and long-term performance goals intended to drive Company success. Our executive compensation program reflects our philosophy that executive compensation should be structured to closely align each executive’s interests with those of our shareholders, emphasizing equity-based incentives and performance-based pay. The primary objectives of the Company’s compensation program are to: •support the Company’s strategy and commitment to be First Choice Offshore, including driving strong returns from our globally scaled, top tier fleet, delivering earnings and free cash flow and acquiring and integrating assets and companies, all to drive long-term shareholder value creation; •attract, retain and motivate key executives capable of managing a complex, global business in a challenging and cyclical industry, by providing market competitive total compensation opportunities; •create a strong link between pay and performance with predefined short and long-term performance goals that place the majority of total compensation at risk; and •align executive and shareholder interests by establishing market-relevant metrics, including strategic ESG initiatives that drive shareholder value creation and address stakeholder expectations. Consistent with this philosophy, we seek to provide a total compensation package for the NEOs that is competitive in respect of our Benchmark Peer Group (as defined below). In designing these compensation packages, the Compensation Committee annually reviews each compensation component and compares its use and level to various internal and external performance standards and market reference points. On average, our NEOs target total compensation is positioned within the middle range of executives with similar roles at the companies in our Benchmark Peer Group with a relatively conservative position for annual cash compensation and greater emphasis on long term equity compensation, demonstrating our commitment to linking NEO pay and long-term Company performance.
Benchmark Peer Group
Benchmark Peer Group We compete for talent with employers across many different sectors around the world, but our primary competitive market consists of offshore drilling companies and oilfield services companies. In making compensation decisions for our NEOs, each element of their total direct compensation is compared against published compensation data and data provided by the compensation consultant. Data from peer companies plays an important role in the process used by the Compensation Committee to determine the design, components and award levels in our executive pay program. The peer companies ("Benchmark Peer Group") are chosen in part because they operate in a similar industry, from an appropriate range of revenue and asset sizes and have similar breadth, complexity and global scope. Our Compensation Committee views these peers as representative of the companies against which we compete for talent. The Compensation Committee conducts a review of the Benchmark Peer Group annually to help ensure it remains aligned with our business strategy and growing size and complexity. As a result of this review, Apache Corporation, Murphy Oil Corporation and Seadrill Limited were added and Bristow Group Inc. was removed from the Benchmark Peer Group in 2025 and, as previously disclosed, Diamond Offshore Drilling, Inc. was removed from the benchmark peer group in 2025 as a result of our acquisition of the company in September 2024.
Benchmark Peer Group
| 2025 Benchmark Peer Group The following were used as a benchmark to assess each component of our compensation program in 2025: | | | | Apache Corporation | Murphy Oil Corporation | Seadrill Limited | | Baker Hughes Company | Nabors Industries Ltd. | TechnipFMC plc | | ChampionX Corporation | NOV Inc. | Transocean Ltd. | | Halliburton Company | Oceaneering International, Inc. | Valaris Limited | | Helmerich & Payne, Inc. | Patterson-UTI Energy, Inc. | Weatherford International plc |
Benchmark Peer Group
The Compensation Committee benchmarks compensation of the NEOs against the compensation of individuals in like positions at the companies included in the Benchmark Peer Group. The Compensation Committee does not benchmark executive compensation to specific levels or percentiles of the Benchmark Peer Group, but instead endeavors to be competitive within the Benchmark Peer Group with respect to the various components and the aggregate level of compensation of officers in comparable positions. The Compensation Committee believes that this approach gives the Compensation Committee the flexibility to respond to individual circumstances and offer competitive compensation packages to our executives.
TSR Peer Group
TSR Peer Group We use a relative TSR peer group (the "TSR Peer Group") to measure our relative TSR performance for the vesting of PVRSUs. Our TSR Peer Group is comprised of global offshore drilling companies with whom we most directly compete for customers and investor capital as well as the PHLX Oil Service Sector Index. The Compensation Committee believes that the TSR Peer Group is an appropriate benchmark against which to measure the Company’s stock price performance in the complex and cyclical offshore drilling industry. There were no changes to the TSR Peer Group in 2025. The Compensation Committee will continue to review and assess the composition of the TSR Peer Group for future performance-based awards.
TSR Peer Group
| 34 | 2026 Proxy Statement | Noble Corporation plc |
TSR Peer Group
| TSR Peer Group The following are used as the peer group for relative TSR performance under our PVRSU awards: | | | Seadrill Limited | Valaris Limited | | Transocean Ltd. | PHLX Oil Service Sector Index |
How Compensation Components are Determined
Short-Term Incentive Plan (STIP) Our STIP gives participants, including the NEOs, the opportunity to earn annual cash bonuses, with target award levels set as a percentage of their base salaries. STIP targets for 2025 for our NEOs are shown in the table below. The Compensation Committee approved increases in the STIP targets for Messrs. Barker and Kawaja and Misses Howard and Alting to maintain alignment with market benchmarks.
How Compensation Components are Determined
| Name | 2025 STIP Target (% of Base Salary) | 2024 STIP Target (% of Base Salary) | | Robert W. Eifler | 130% | 130% | | Richard B. Barker | 100% | 90% | | Joey M. Kawaja | 100% | 80% | | Jennie P. Howard | 85% | 70% | | Caroline M. Alting | 85% | 70% |
How Compensation Components are Determined
2025 STIP – Metrics The Compensation Committee believes that the success of the Company is tied to the achievement of the key performance goals shown below and the STIP is designed to reward executives for meeting or exceeding these goals thereby driving the performance of the Company. Company performance determines the funding level of the total STIP bonus pool. Accordingly, if performance thresholds are not met, STIP awards will not be funded. Our 2025 metrics for our STIP for all eligible personnel, including the NEOs, for the 2025 plan year are set forth below.
Customer Satisfaction
Customer Satisfaction Customer Satisfaction is a key driver of shareholder value creation. For purposes of the STIP, this metric is measured by customer satisfaction surveys which are sent out to customers from our operating rigs each quarter as part of a Quarterly Performance Review (QPR) to assess Company performance. The QPR solicits customer feedback over several dimensions and is scored on a scale from 0 to 7 by each customer. The average rating from all customers across all quarters is then used to determine the annual customer satisfaction score. The weighting of this performance metric for the 2025 STIP did not change from 2024 (15%).
Safety Performance
| Component | Performance Metric | Weighting of Component | 2025 Target | Actual 2025 Results | Factor | Component Payout (Weighting x Factor) | | | Financial Measure | Normalized Cash Generation(1) | 70% | $280-466 mm | $403 mm | 1.32 | 0.93 | | | Customer Satisfaction | Customer QPR | 15% | 6.3 | 6.475 | 1.44 | 0.22 | | | Safety Performance | Consequence Severity Index | 15% | 1,183 | 928 | 1.86 | 0 (2) | | | | | | | Award Factor | | | 1.15 |
Safety Performance
| Name | Base Salary (1) | STIP Target | Award Factor | 2025 STIP Payout | | Robert W. Eifler | $1,000,000 | 130% | 1.15 | $1,488,651 | | Richard B. Barker | $640,000 | 100% | 1.15 | $732,093 | | Joey M. Kawaja | $525,000 | 100% | 1.15 | $598,378 | | Jennie P. Howard | $500,000 | 85% | 1.15 | $482,523 | | Caroline M. Alting | $450,000 | 85% | 1.15 | $435,724 |
Safety Performance
(1)Represents base salary as of December 31, 2025. STIP Payouts were prorated to reflect salary adjustments described above that were effective on February 1, 2025. Long-Term Incentives We believe it is important to reward executive officers and key employees who demonstrate superior performance in their current position, as well as the likelihood of high-level performance in the future, with long-term incentive compensation. Such long-term incentive compensation is consistent with our overall compensation philosophy to align executives’ and employees’ interests with the interests of our shareholders. We also believe that our executive officers should have an ongoing stake in the success of the Company through long-term stock ownership and compensation opportunities that vest over multiple years. Unvested long term incentive awards accrue dividend equivalent rights which, for 2025, will be paid in cash upon vesting. The target value of long-term incentive compensation awards is determined annually considering our objectives for this component of total compensation and to be competitive with the Benchmark Peer Group. In line with our compensation philosophy, our Compensation Committee has determined that it is in the best interests of the Company and its shareholders to position long-term incentive compensation toward the higher end of the middle range of the competitive peer group data to serve our goals of retaining and incentivizing our executive officers, given that targeted cash compensation falls, on average, at the lower end of the range. Actual awards year to year may vary based on the
Safety Performance
| Executive | Target PVRSU Value(1) | TVRSU Value(1) | Total Target LTIP Value(1) | | Robert W. Eifler | $5,950,000 | $2,550,000 | $8,500,000 | | Richard B. Barker | $1,755,000 | $945,000 | $2,700,000 | | Joey M. Kawaja | $1,110,000 | $740,000 | $1,850,000 | | Jennie P. Howard | $960,000 | $640,000 | $1,600,000 | | Caroline M. Alting | $960,000 | $640,000 | $1,600,000 |
Safety Performance
(1)For 2025 grants, the number of units underlying each component of the LTIP award was determined using a 7-trading-day trailing volume-weighted average stock price of the Company’s common stock on the NYSE (“VWAP”) prior to the grant date, February 3, 2025 of $32.6628. 2025 Time-Vested Restricted Stock Units (TVRSU) Our CEO received 30% of his target 2025 LTIP award value in the form of TVRSUs. Our CFO received 35% of his target 2025 LTIP award value in the form of TVRSUs and our other NEOs each received 40% of their target 2025 LTIP award value in the form of TVRSUs. The TVRSUs vest ratably over a three-year period commencing on the first anniversary of the grant date. While TVRSUs are not earned based on performance criteria, the Compensation Committee believes that, because the ultimate value of the awards is linked directly to the performance of our stock over time, TVRSUs support management performance and align the interests of management with the interests of our shareholders. 2025 Performance-Vested Restricted Stock Units (PVRSUs) Our CEO received 70% of his target 2025 LTIP award value in the form of PVRSUs. Our CFO received 65% of his target 2025 LTIP award value in the form of PVRSUs and our other NEOs each received 60% of their target 2025 award value in the form of PVRSUs. The PVRSUs granted will vest with a payout level ranging from 0% to 200% of the target number of PVRSUs awarded based on the achievement of specified performance goals outlined below over a three-year performance period. With respect to each performance goal, the Company must exceed a threshold performance level in order for any of the PVRSUs allocated to that goal to vest. Any PVRSUs that do not vest are forfeited. 2025 PVRSU Performance Payout Scale The performance payout scale in the table below is applicable to grants made in 2025 for the 2025-2027 performance cycle.
Safety Performance
(4)Total Utilization during the three year-performance period was assessed as outlined below. Total Utilization was measured based on a calculation of the product of actual operating days of the Company's fleet, including cold stacked rigs, and total days available during the performance period, compared to fleet utilization of our peer companies during the performance period. Peer companies for measuring Total Utilization included Transocean Ltd, Seadrill Limited and Valaris Limited.
Equity Grant Practices
Equity Grant Practices The Company’s practice has been to award restricted stock units to new executives contemporaneously with their hire date and annually to current executives following the first quarter regularly-scheduled meeting of the Compensation Committee. These practices may change in the future. In 2025, we did not grant TVRSUs or PVRSUs in coordination with the release of material non-public information, and did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
Severance Plans
Severance Plans Executive Severance Plans The Company maintains an Executive Change in Control Severance Plan and an Executive Severance Plan (together the “Severance Plans”). Any severance benefits to be received by our NEOs will be determined in accordance with the Severance Plans. The Executive Severance Plan provides that, subject to the terms and conditions of the plan, and contingent upon the execution of a separation agreement and release of claims, if an executive experiences a “qualifying termination” (as defined under the Executive Severance Plan), the executive is entitled to receive the following: •a lump sum cash payment, payable within 30 days following the date on which the separation agreement becomes effective and irrevocable, in an amount equal to the product of (1) the sum of the executive’s base salary and target annual bonus; and (2) a multiple of 2.0 for the CEO and 1.0 for all our other NEOs; •a pro-rata annual cash bonus for the year in which the termination occurs, payable in lump sum on or about the date such bonuses are paid to other employees of the Company; •subject to the executive’s eligibility for and timely election of continued coverage under COBRA, continued medical, dental and vision benefit coverage for the executive and his or her covered dependents for up to 12 months; •outplacement services valued at up to $50,000; •full vesting of all outstanding time-vested equity awards; and •continued eligibility to vest in the participant’s outstanding equity awards that are subject to performance-based vesting conditions, determined based on (i) actual performance, with respect to any completed performance periods or achieved performance measures, and (ii) with respect to any incomplete performance periods, actual performance of the Company over the full performance period and pro-rated. If an executive experiences a “qualifying termination” within the 24-month period following a “change in control” (as such terms are defined under the Executive Change in Control Severance Plan), subject to the terms and conditions of the Executive Change in Control Severance Plan, and contingent upon the execution of a separation agreement and release of claims, the terminated executive is entitled to receive the following: •a lump sum cash payment, payable within 30 days following the date on which the separation agreement becomes effective and irrevocable, in an amount equal to the product of (1) the sum of the executive’s base salary and target annual bonus; and (2) a multiple of 3.0 for the CEO and 2.0 for all our other NEOs; •a pro-rata annual cash bonus for the year in which the termination occurs, payable in lump sum on or about the date such bonuses are paid to other employees of the Company; •subject to the executive’s eligibility for and timely election of continued coverage under COBRA, continued medical, dental and vision benefit coverage for the executive and his or her covered dependents for up to 18 months; •outplacement services valued at up to $50,000; •full vesting of all outstanding time-vested equity awards; and •full vesting of all outstanding performance-based equity awards based on (i) actual performance, with respect to any completed performance periods or achieved performance measures, and (ii) target-level performance with respect to any incomplete performance periods.
Severance Plans
| 42 | 2026 Proxy Statement | Noble Corporation plc |
Severance Plans
Compensation Committee Report The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement on Schedule 14A.
Severance Plans
| COMPENSATION COMMITTEE | | Alan J. Hirshberg, Chair | | Patrice Douglas | | Charles M. Sledge | | March 16, 2026 |
Severance Plans
| Noble Corporation plc | 2026 Proxy Statement | 43 |
Severance Plans
Summary Compensation Table The following table sets forth the compensation of our NEOs for each of the years shown pursuant to the applicable rules of the SEC. Ms. Howard was not a NEO for any years prior to 2024.
Severance Plans
| Summary Compensation Table | | | | | | | | | | Name and Principal Position | Year | Salary ($)(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 ($) | | Robert W. Eifler President & Chief Executive Officer | 2025 | $995,833 | $8,750,626 | $1,488,651 | | — | $650,345 | $11,885,455 | | | 2024 | 941,667 | 7,997,410 | 1,346,150 | | — | 1,751,277 | 12,036,504 | | | 2023 | 883,333 | 6,725,180 | 1,653,750 | | — | 385,120 | 9,647,383 | | Richard B. Barker Executive Vice President & Chief Financial Officer | 2025 | 636,667 | 2,766,862 | 732,093 | | — | 221,346 | 4,356,968 | | | 2024 | 589,167 | 2,753,774 | 588,600 | | — | 307,874 | 4,239,415 | | | 2023 | 525,000 | 2,134,940 | 707,805 | | — | 40,983 | 3,408,728 | | Joey M. Kawaja Senior Vice President, Operations | 2025 | 520,417 | 1,887,097 | 598,378 | | 23,389 | 143,522 | 3,172,803 | | | 2024 | 460,833 | 1,588,717 | 409,840 | | — | 151,364 | 2,610,754 | | | 2023 | 408,333 | 1,174,238 | 427,035 | | 24,804 | 36,758 | 2,071,168 | | Jennie P. Howard Senior Vice President, General Counsel & Secretary | 2025 | 493,750 | 1,632,082 | 482,523 | | — | 42,035 | 2,650,390 | | | 2024 | 416,667 | 1,270,974 | 324,275 | | — | 24,696 | 2,036,612 | | Caroline M. Alting Senior Vice President, Operational Excellence & Sustainability | 2025 | 445,833 | 1,632,082 | 435,724 | | — | 38,782 | 2,552,421 | | | 2024 | 397,500 | 1,270,974 | 319,200 | | — | 34,866 | 2,022,540 | | | 2023 | 379,167 | 1,397,698 | 339,570 | | — | 144,824 | 2,261,259 |
Stock Vested
Stock Vested The following table sets forth information about the vesting of restricted stock during the year ended December 31, 2025 for each of the NEOs on an aggregated basis.
Stock Vested
| Name | Stock awards | | | | Shares Vesting (#) | Value Realized on Vesting ($)(1) | | Robert W. Eifler | 252,197 | $8,142,787 | | Richard B. Barker | 81,458 | 2,632,937 | | Joey M. Kawaja | 50,276 | 1,625,040 | | Jennie P. Howard | 8,158 | 248,911 | | Caroline M. Alting | 12,716 | 376,993 |
Stock Vested
(1) Value is calculated based on the average of the high and low price of our common stock on the applicable vesting date.
Stock Vested
| 48 | 2026 Proxy Statement | Noble Corporation plc |
Pension Benefits
Pension Benefits The following table sets forth certain information about retirement payments and benefits under Noble’s defined benefit plans for Mr. Kawaja, who is the only NEO that participates in the Noble Services Company LLC Salaried Employees’ Retirement Plan, which was frozen to new participants in 2004.
Pension Benefits
| Name | Plan name | Number of years credited service (#)(1) | Present value of accumulated benefit ($)(1) (2) | Payments during last fiscal year ($) | | Joey M. Kawaja | Salaried Employees Retirement Plan | 18.5 | $257,420 | — |
Pension Benefits
(1)Computed as of December 31, 2025, which is the same pension plan measurement date used for financial statement reporting purposes for our audited consolidated financial statements. Mr. Kawaja’s years of credited service under the pension plan were frozen in 2016, when the plan was frozen to future accruals. (2)For purposes of calculating the amounts in this column, retirement age was assumed to be the normal retirement age of 65, as defined in the Noble Services Company LLC Salaried Employees’ Retirement Plan. A description of the valuation method and all material assumptions applied in quantifying the present value of accumulated benefit is set forth in Note 11 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025.
Potential Payments on Termination or Change of Control
Potential Payments on Termination or Change of Control All of our NEOs are participants in our Executive Change in Control Severance Plan and Executive Severance Plan described in the Compensation Discussion and Analysis in "Employment Agreements and Severance Plans" section above. The table below sets forth the potential payments to our named executive officers if their employment with the Company had terminated or a change in control had occurred, in each case, as of December 31, 2025.
Potential Payments on Termination or Change of Control
| NEO | Death | | Disability | | Termination without “Cause” (1) | Resignation for “Good Reason”(2) | | Termination without “Cause” or for “Good Reason” following a “Change in Control”(3) | | | Robert W. Eifler | | | | | | | | | | | Severance payment(4) | | — | | — | $4,600,000 | | $4,600,000 | | $6,900,000 | | Pro rata bonus(5) | | $1,488,651 | | $1,488,651 | 1,488,651 | | 1,488,651 | | 1,488,651 | | Welfare benefits(6) | | 1,200,000 | | — | 23,856 | | 23,856 | | 35,784 | | Outplacement services(7) | | — | | — | 50,000 | | 50,000 | | 50,000 | | Accelerated vesting of equity awards(8) | | 5,613,968 | | 5,613,968 | 5,613,968 | | 5,613,968 | | 10,049,430 | | Richard B. Barker | | | | | | | | | | | Severance payment(4) | | — | | — | 1,280,000 | | 1,280,000 | | 2,560,000 | | Pro rata bonus(5) | | $732,093 | | $732,093 | 732,093 | | 732,093 | | 732,093 | | Welfare benefits(6) | | 1,200,000 | | — | 22,350 | | 22,350 | | 33,525 | | Outplacement services(7) | | — | | — | 50,000 | | 50,000 | | 50,000 | | Accelerated vesting of equity awards(8) | | 2,651,645 | | 2,651,645 | 2,651,645 | | 2,651,645 | | 3,962,213 | | Joey M. Kawaja | | | | | | | | | | | Severance payment(4) | | — | | — | 1,050,000 | | 1,050,000 | | 2,100,000 | | Pro rata bonus(5) | | $598,378 | | $598,378 | 598,378 | | 598,378 | | 598,378 | | Welfare benefits(6) | | 2,000,000 | | — | 22,350 | | 22,350 | | 33,525 | | Outplacement services(7) | | — | | — | 50,000 | | 50,000 | | 50,000 | | Accelerated vesting of equity awards(8) | | 1,722,087 | | 1,722,087 | 1,722,087 | | 1,722,087 | | 2,533,580 | | Jennie P. Howard | | | | | | | | | | | Severance payment(4) | | — | | — | 925,000 | | 925,000 | | 1,850,000 | | Pro rata bonus(5) | | $482,523 | | $482,523 | 482,523 | | 482,523 | | 482,523 | | Welfare benefits(6) | | 1,080,000 | | — | 23,856 | | 23,856 | | 35,784 | | Outplacement services(7) | | — | | — | 50,000 | | 50,000 | | 50,000 | | Accelerated vesting of equity awards(8) | | 1,428,344 | | 1,428,344 | 1,428,344 | | 1,428,344 | | 2,118,452 | | Caroline M. Alting | | | | | | | | | | | Severance payment(4) | | — | | — | 832,500 | | 832,500 | | 1,665,000 | | Pro rata bonus(5) | | $435,724 | | $435,724 | 435,724 | | 435,724 | | 435,724 | | Welfare benefits(6) | | 940,000 | | — | 22,350 | | 22,350 | | 33,525 | | Outplacement services(7) | | — | | — | 50,000 | | 50,000 | | 50,000 | | Accelerated vesting of equity awards(8) | | 1,461,102 | | 1,461,102 | 1,461,102 | | 1,461,102 | | 2,151,210 |
Potential Payments on Termination or Change of Control
(1)“Cause” is generally defined (subject to certain cure periods and rights) as: •the willful and continued failure of the executive to perform substantially the executive’s duties his or her employment agreement; •the willful refusal to comply with the lawful instructions of the board of directors or an officer to whom he or she reports that are consistent with the executive’s position; •the engagement in illegal conduct or gross misconduct that is materially and demonstrably detrimental to the Company;
Potential Payments on Termination or Change of Control
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Potential Payments on Termination or Change of Control
•a material breach of the employment agreement, any material policy of the Company applicable to the executive, or any other agreement with the Company; or •the executive is indicted on charges of, is convicted of, or enters a plea of guilty or nolo contendere to (A) a felony; or (B) a crime involving fraud, material dishonesty involving the Company or its assets, or moral turpitude. (2)“Good Reason” is generally defined (subject to certain cure periods and rights) as: •a material diminution in the Executive’s position (including titles and reporting requirements), duties, functions, responsibilities or authority; •a reduction in salary or bonus (other than as part of an “across the board” pay cut for all senior executives); •the Company requiring the executive to be based at any office or location other than at the location where the executive has been regularly employed prior to the requested relocation or any other office which is the headquarters of the Company that is less than 50 miles from the initial location; or •any other action or inaction that constitutes a material breach by the Company of the provisions of any other material compensation agreement between the Company and the executive. (3)“Change of control” is generally defined, under the Executive Change in Control Severance Plan, as: •the acquisition of more than 50 percent of either of the Company’s outstanding securities or combined voting power of outstanding voting securities; •individuals who constituted the incumbent board of directors of the Company ceased for any reason to constitute a majority of the board; •consummation of a reorganization, merger, amalgamation or consolidation of the Company, unless following such a transaction, (i) 50 percent of the then outstanding shares and the combined voting power were then owned by our pre-transaction shareholders in substantially the same proportion as their ownership immediately prior to such transaction, (ii) no person or entity (excluding the company resulting from the transaction, and any person or entity owning such amounts as of immediately prior to the transaction) owns 25% or more of, respectively, the then outstanding shares or the combined voting power, and (iii) a majority of the members of the board of directors of the company resulting from the transaction were members of the incumbent board at the time of the execution of the initial agreement providing for the transaction; •approval by the shareholders of the Company of a complete liquidation or dissolution of the Company; or •consummation of a sale or other disposition of all or substantially all of the assets of the Company, other than to a company for which following such a transaction, 50 percent of the then outstanding shares and the combined voting power were then owned by our pre-transaction shareholders in substantially the same proportion as their ownership immediately prior to such transaction, (ii) no person or entity (excluding the company resulting from the transaction, and any person or entity owning such amounts as of immediately prior to the transaction) owns 25% or more of, respectively, the then outstanding shares or the combined voting power, and (iii) a majority of the members of the board of directors of the company resulting from the transaction were members of the incumbent board at the time of the execution of the initial agreement providing for the transaction. (4)In the event of termination of employment by the Company without “Cause” or by the NEO for “Good Reason” (not in connection with a “Change of Control”), the severance amount payable is equal to the sum of the NEOs base salary and target annual bonus times a multiple of 2.0 for the CEO and 1.0 for all our other NEOs. In the event of termination of employment in connection with a “Change of Control”, the severance amount payable is equal to the sum of the NEOs base salary and target annual bonus times a multiple of 3.0 for the CEO and 2.0 for all our other NEOs. (5)If the employment for any of our NEOs terminates as a result of their death, disability, the Company terminates their employment without “cause” (whether or not in connection with a “change of control”) or the NEO resigns without “good reason”, they are entitled to receive their actual annual bonus, or, in the event of death, their target annual bonus, for the year of termination, prorated based on the number of days employed during the calendar year. As this table contemplates a December 31, 2025 termination date, we have assumed that in such event each NEO will receive the actual certified full 2025 STIP payment. (6)In the event of termination of employment by the Company without “Cause” or by the NEO for “Good Reason” (not in connection with a “Change of Control”), all of our NEOs are entitled to receive 12 months of COBRA continuation coverage at no cost under our group health plan in effect at the time of their termination of employment, In the event of termination of employment in connection with a “Change of Control”, all of our NEOs are entitled to receive 18 months of COBRA continuation coverage at no cost under our group health plan in effect at the time of their termination of employment. For termination of employment as a result of death, the benefit includes the value of basic and supplemental group term life insurance payable to the NEO's named beneficiary. (7)Our NEOs are entitled to receive reimbursement for outplacement services for a period of up to eighteen months following termination, with a maximum value of $50,000 in the event termination of employment for any of the listed reasons. (8)Represents the value of TVRSUs and PVRSUs that would vest upon each applicable termination scenario based on our closing stock price on December 31, 2025 ($28.24). These number of shares that would vest are detailed in the narrative and table immediately below in the “Accelerated Vesting of Long Term Incentive Plan Awards” section.
Potential Payments on Termination or Change of Control
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Potential Payments on Termination or Change of Control
Accelerated Vesting of Long Term Incentive Plan Awards We granted each of our NEOs TVRSUs and PVRSUs that continue to be subject to vesting restrictions as of December 31, 2025. Such vesting is subject to acceleration under the terms of the grant agreements for each award. The table below sets forth the number of TVRSUs and PVRSUs that would have vested on December 31, 2025, based on the various termination scenarios described above.
Potential Payments on Termination or Change of Control
| NEO | Death | Disability | Termination without “Cause” or “Qualifying Termination” | | Resignation for “Good Reason” | | Termination without “Cause” or for “Good Reason” following a “Change in Control” | | | Robert W. Eifler | | | | | | | | | | TVRSUs(1) | 54,835 | 54,835 | | 54,835 | | 54,835 | | 54,835 | | PVRSUs(2) | 143,960 | 143,960 | | 143,960 | | 143,960 | | 301,023 | | Richard B. Barker | | | | | | | | | | TVRSUs(1) | 51,257 | 51,257 | | 51,257 | | 51,257 | | 51,257 | | PVRSUs(2) | 42,640 | 42,640 | | 42,640 | | 42,640 | | 89,048 | | Joey M. Kawaja | | | | | | | | | | TVRSUs(1) | 35,357 | 35,357 | | 35,357 | | 35,357 | | 35,357 | | PVRSUs(2) | 25,623 | 25,623 | | 25,623 | | 25,623 | | 54,359 | | Jennie P. Howard | | | | | | | | | | TVRSUs(1) | 29,324 | 29,324 | | 29,324 | | 29,324 | | 29,324 | | PVRSUs(2) | 21,255 | 21,255 | | 21,255 | | 21,255 | | 45,692 | | Caroline M. Alting | | | | | | | | | | TVRSUs(1) | 30,484 | 30,484 | | 30,484 | | 30,484 | | 30,484 | | PVRSUs(2) | 21,255 | 21,255 | | 21,255 | | 21,255 | | 45,692 |
Potential Payments on Termination or Change of Control
(1)The TVRSU award agreements provide that, upon the termination of any of the NEOs’ employment due to death, disability, retirement, by the company without “cause” or by the NEO for “good reason,” or in connection with a change in control, all outstanding TVRSUs will vest. None of our NEOs are retirement eligible. (2)The PVRSU award agreements provide that, upon the termination of any of the NEO’s employment due to disability, death or retirement, the PVRSUs will vest based on (1) actual performance for those PVRSUs where an interim performance period has occurred or for which actual performance has been determined to have been achieved or (2) target performance for those PVRSUs that have not reached an interim performance period or for which actual performance cannot be determined, with such amount in clause (2) prorated. Upon a termination of employment by the company without “cause” or for “good reason,” PVRSUs will vest based on actual performance for any PVRSUs where an interim performance period has occurred or for which actual performance can be determined, prorated based on the number of calendar months they were employed during the performance period over 35 months. If such termination is without “cause” or for “good reason” within a 24-month period following a change in control, PVRSUs will vest based upon (a) actual performance for those PVRSUs where an interim performance period has occurred and for which actual performance can be determined or (b) where an interim performance period has not occurred and for which actual performance cannot be determined, at target. All PVRSUs are shown vesting at target level for purposes of this disclosure.
Potential Payments on Termination or Change of Control
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CEO Pay Ratio
CEO Pay Ratio For 2025, the CEO to median employee pay ratio was 71:1. We calculated the CEO pay ratio in accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K. To identify the median employee for the Company, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates used were as follows: •We determined that, as of December 31, 2025, our employee population consisted of 4,498 individuals globally, excluding our CEO. Our median employee was identified based on annualized total cash compensation of our worldwide employee population, without any exclusions. Total cash compensation was annualized for full time and part-time employees but was not annualized for temporary employees in accordance with SEC rules. •Annualized total cash compensation includes base salary, target cash bonus opportunities, including but not limited to target STIP, and all cash premium opportunities awarded to employees based on work location. •We did not make any cost-of-living adjustments in identifying the median employee. •Using this methodology, we calculated the median employee's total annual compensation in the same manner as we calculate the total compensation of our NEOs for purposes of the Summary Compensation Table and added the cost of certain broad-based non-discriminatory benefits not reported in the Summary Compensation Table. The CEO pay ratio was then determined by dividing the total compensation for the CEO as reported in the Summary Compensation Table, plus the cost of the same non-discriminatory benefits not reported in the Summary Compensation Table included for the median employee, by the total compensation for the median employee, resulting in a CEO pay ratio of 71:1.
2025 Pay versus Performance Table
2025 Pay versus Performance Table
2025 Pay versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO(1)($) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3)($) | Average Compensation Actually Paid to Non-CEO NEOs(4)($) | Total Shareholder Return(5)($) | Peer Group Total Shareholder Return (6)($) | Net Income ($M) | Company Selected Measure: Normalized Cash Generation (7) ($M) | | 2025 | 11,885,455 | 9,102,582 | 3,183,146 | 2,627,364 | 130.72 | 109.24 | 217 | 403 | | 2024 | 12,036,504 | 4,090,517 | 2,752,954 | 1,251,463 | 135.06 | 108.16 | 448 | 232 | | 2023 | 9,647,383 | 34,874,444 | 2,361,871 | 6,063,404 | 197.37 | 125.00 | 482 | 164 | | 2022 | 7,436,048 | 33,884,450 | 2,041,762 | 7,066,846 | 152.36 | 124.90 | 169 | 13 | | 2021 | 25,270,516 | 38,099,613 | 5,033,297 | 7,386,178 | 100.24 | 78.5 | 352 | (127) |
2025 Pay versus Performance Table
(1)The dollar amounts reported in this column are the amounts reported for our CEO for each of the corresponding years in the “Total” column of our Summary Compensation Table. (2)The dollar amounts reported in this column represent the amount of “compensation actually paid” to our CEO, as calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by the CEO. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table, adjusted as shown below for 2025. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (3)The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Eifler) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs for each applicable year are as follows: • 2025: Richard B. Barker, Joey M. Kawaja, Jennie P. Howard and Caroline M. Alting • 2024: Richard B. Barker, Joey M. Kawaja, Blake A. Denton and Jennie P. Howard • 2023: Richard B. Barker, Joey M. Kawaja, Blake A. Denton and Caroline M. Alting • 2022: Richard B. Barker, William E. Turcotte, Joey M. Kawaja and Blake A. Denton • 2021: Richard B. Barker, William E. Turcotte, Joey M. Kawaja and Blake A. Denton (4)The dollar amounts reported in this column represent the amount of “compensation actually paid” to our NEOs, as calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by the NEOs. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table, adjusted as shown below for 2025. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
2025 Pay versus Performance Table
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2025 Pay versus Performance Table
| Compensation Actually Paid to CEO | | | | 2025 | | Total Compensation for CEO as reported in SCT for the year | $11,885,455 | | Deduct pension values reported in SCT for the covered year | — | | Deduct grant date fair value of equity awards reported in SCT for the year | (8,750,626) | | Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the year | — | | Add fair values as of the end of the year of all equity awards granted during the year that are outstanding and unvested as of the end of the year | 7,839,241 | | Add fair value as of the vesting date of any awards granted in the year that vested during the year | — | | Add dividends paid on unvested shares/share units and stock options | — | | Add the change in fair value (whether positive or negative) as of the end of the year of any equity awards granted in any prior year that are outstanding and unvested as of the year | (2,060,825) | | Add the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the year | 189,337 | | Subtract the fair value of any equity awards granted in a prior year that were forfeited in the year determined as of the end of the prior year | — | | Compensation Actually Paid | $9,102,582 |
2025 Pay versus Performance Table
| Average Compensation Actually Paid to Other NEOs | | | | 2025 | | Total Compensation for Other NEOs as reported in SCT for the year | $3,183,146 | | Deduct average pension values reported in SCT for the year | (5,847) | | Deduct average grant date fair value of equity awards reported in SCT for the year | (1,979,531) | | Add average pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the year | — | | Add average fair values as of the end of the year of all equity awards granted during the year that are outstanding and unvested as of the end of the year | 1,787,690 | | Add average fair value as of the vesting date of any awards granted in the year that vested during the year | — | | Add average dividends paid on unvested shares/share units and stock options | — | | Add the average change in fair value (whether positive or negative) as of the end of the year of any equity awards granted in any prior year that are outstanding and unvested as of the end of the year | (387,049) | | Add the average change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the year | 28,956 | | Subtract the average fair value of any equity awards granted in a prior year that were forfeited in the year determined as of the end of the prior year | — | | Average Compensation Actually Paid to Other NEOs | $2,627,364 |
2025 Pay versus Performance Table
(5)TSR is determined by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and June 9, 2021, the date of our relisting on the NYSE following our emergence from bankruptcy by (b) the Company’s share price on June 9, 2021. (6)The peer group used for this purpose is the OSX index. (7)Normalized Cash Generation is defined as adjusted EBITDA minus capital expenditures, net interest expense, cash taxes, cost to achieve synergies, adjusted for any non-recurring items. We replaced the Adjusted Free Cash Flow metric in our STIP with Normalized Cash Generation, beginning in 2025. As such, we have changed our company selected measure to Normalized Cash Generation, as it was the most important performance measure used to link compensation actually paid to our NEOs to Company performance in 2025.
2025 Pay versus Performance Table
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Director Compensation Program
Director Compensation Program The table below provides a summary of the Company’s compensation program for non-employee directors:
Director Compensation Program
| Component | 2025 ($) | | Annual cash retainer — Board member | $100,000 | | Annual cash retainer — Non-executive Chair | 165,000 | | Annual deferred cash/equity retainer — Board member(1) | 200,000 | | Annual deferred cash/equity retainer equity retainer — Non-executive Chair(1) | 265,000 | | Audit Committee Chair annual cash retainer | 30,000 | | Other Committee Chair annual cash retainer | 20,000 | | Committee member annual cash retainer | 10,000 | | International meeting attendance fee | 4,000 |
Director Compensation Program
(1)The annual deferred cash/equity retainer is awarded in the form of restricted stock units, which vest one year from the date of grant, and are settled 60% in shares and 40% in cash on the date of vesting. We also reimburse directors for travel, lodging and related expenses they may incur in attending Board and committee meetings, and for related activities in connection with their duties as directors. Our directors do not receive any additional compensation from the Company in the form of retirement or deferred compensation plans or otherwise.
Director Compensation Program
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Director Compensation Program
Director Compensation
Director Compensation for 2025
Director Compensation for 2025 The following table shows the compensation of our non-employee directors for the year ended December 31, 2025.
Director Compensation for 2025
| Name | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2) | All Other Compensation ($)(3) | | Total ($)(4) | | Charles M. Sledge | | $191,484 | $255,316 | | $10,798 | $457,598 | | Patrice Douglas | | 120,000 | 192,691 | | 4,254 | 316,945 | | Claus V. Hemmingsen | | 148,484 | 192,691 | | 12,430 | 353,605 | | Alan J. Hirshberg | | 130,000 | 192,691 | | 12,270 | 334,961 | | Kristin H. Holth | | 132,000 | 192,691 | | 11,906 | 336,597 | | H. Keith Jennings | | 133,984 | 192,691 | | 8,150 | 334,825 | | Alastair Maxwell(5) | | 50,984 | 192,691 | | 14,786 | 258,461 | | Ann D. Pickard(5) | | 46,071 | 192,691 | | 15,566 | 254,328 |
Director Compensation for 2025
(1)Includes all cash retainer fees paid and international meeting attendance fee. (2)Represents the aggregate grant date fair value of the awards completed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The awards represent 6,123 units for each of Messrs. Hemmingsen, Hirshberg, Jennings, Maxwell and Ms. Douglas, Holth and Pickard, 8,113 units for Mr. Sledge; all of which remained outstanding at the end of the fiscal year. The number of units granted was determined using the 7-day volume weighted average stock price immediately prior to the grant date. (3)The amounts disclosed in this column are payments in respect of Dividend Equivalent Rights, which were paid out to the directors in connection with the vesting of their TVRSUs in 2025. Also includes the value of tax preparation services provided by the Company to certain directors to assist with complex international tax filing requirements related to attending Board meetings in various international locations. Tax preparation fees included are as follows: Mr. Hemmingsen - $4,280; Mr. Hirshberg - $4,120; Ms. Holth - $3,756; Mr. Maxwell - $3,574 and Ms. Pickard - $4,354. (4)Director total compensation varies based upon whether such director is a chairperson of the board or a committee. (5)Mr. Maxwell and Ms. Pickard ceased to serve on our Board effective May 8, 2025.
Director Compensation for 2025
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Director Compensation for 2025
Auditors
CEO Pay Ratio
CEO Pay Ratio As at 31 December 2025, Noble Corporation plc did not meet the minimum threshold of 250 employees in the UK required for CEO pay ratio to be disclosed. In order to establish our UK employee population, we considered onshore employees on our UK payroll as well as offshore employees, working in the UK, but employed through legal entities outside the UK.