DEF 14A of Seadrill Ltd
Filed Apr 20, 2026 · FY20250001140361-26-015486
RE-ELECTION OF DIRECTORS
RE-ELECTION OF DIRECTORS Proposal 2: To re-elect, by way of separate resolutions, each of Julie J. Robertson, Jean Cahuzac, Jan Kjærvik, Mark McCollum, Harry Quarls, Andrew Schultz, Paul Smith, Jonathan Swinney and Ana Zambelli as Directors of the Company to serve until the Company’s next annual general meeting of shareholders or until their respective offices are otherwise vacated in accordance with the Bye-laws. At the Meeting, the Board will ask the shareholders to re-elect, by way of separate resolutions, each of the persons listed below as Directors of the Company to serve until the Company’s next annual general meeting of shareholders or until their respective offices are otherwise vacated in accordance with the Bye-laws.
RE-ELECTION OF DIRECTORS
| Proposal | Name | | 2(a) | Julie J. Robertson | | 2(b) | Jean Cahuzac | | 2(c) | Jan Kjærvik | | 2(d) | Mark McCollum | | 2(e) | Harry Quarls | | 2(f) | Andrew Schultz | | 2(g) | Paul Smith | | 2(h) | Jonathan Swinney | | 2(i) | Ana Zambelli |
RE-ELECTION OF DIRECTORS
Each of the nominees is currently a Director of the Company and was elected at the 2025 Annual General Meeting of Shareholders (the “2025 Annual General Meeting”) to hold office until the Meeting, or until his or her office is otherwise vacated in accordance with the Bye-laws. If elected, each nominee will serve until the Company’s next annual general meeting of shareholders, which is expected to be held in 2027, or when their respective offices are otherwise vacated in accordance with the Bye-laws. The Joint Nomination and Remuneration Committee of the Board (the “Joint Nomination and Remuneration Committee”) and the Board have determined that these nominees possess the appropriate mix of skills and characteristics required of Directors. The Board regularly evaluates the composition of the Board in the context of the perceived needs of the Board at a given point in time. In evaluating potential Director nominees, the Board evaluates their qualifications as set forth in our Corporate Governance Guidelines, which is further described in this proxy statement. The Board recommends that the shareholders vote FOR the re-election of each of the nominees as Directors of the Company to serve until the Company’s next annual general meeting of shareholders or until their respective offices are otherwise vacated in accordance with the Bye-laws. Each of the Board nominees has been nominated by the Board for election at the Meeting. The Bye-laws require majority voting for the election of Directors. A nominee seeking election will be elected if a simple majority of the votes cast are cast in favor of the proposal to elect the Director nominee. In determining the number of votes cast, shares that abstain from voting or are not voted will not be treated as votes cast. Each Director nominee will be considered separately. You may cast your vote for or against each nominee or abstain from voting your shares in connection with one or more of the nominees. As a shareholder of record, if no indication is given as to how you want your shares to be voted, but your proxy is executed, the persons designated as proxies will vote the proxies received FOR each nominee in Proposal 2.
Nominees for Election as Director
Nominees for Election as Director Information concerning the nominees for Directors of the Company is set forth below:
Nominees for Election as Director
| Julie J. Robertson Chairman of the Board Age: 70 Director since: February 22, 2022 Committees: Joint Nomination and Remuneration Committee | Background: Ms. Robertson is one of the most respected leaders in the offshore drilling business, and she was also one of the highest ranking female chief executives in the energy sector. Her career at Noble Corporation plc and its predecessor companies spanned more than 40 years and she held many leadership roles, including Executive Chairman from 2020 to 2021 and President and Chief Executive Officer from 2018 to 2020. She currently sits on the board of directors of EOG Resources, Inc. (since 2019), Superior Energy Services, Inc. (since 2021) and Patterson-UTI Energy, Inc. (since 2022). Ms. Robertson holds a Bachelor of Journalism degree from the University of Texas at Austin and completed the Harvard Business School Advanced Management Program in 1988. She is a resident of Houston, Texas. Director Qualifications: The particular experience, qualifications, attributes and skills that led the Board to conclude that Ms. Robertson should serve as a Director include her extensive experience in the offshore drilling industry and prior management experience. |
Nominees for Election as Director
| Jean Cahuzac Age: 72 Director since: February 22, 2022 Committees: Operational Excellence & Sustainability Committee (Chair) | Background: Mr. Cahuzac is highly regarded in the offshore energy services sector, bringing over 40 years of experience in the industry, including his prior service as Chief Executive Officer of Subsea 7 S.A. from 2008 to 2019 and in operational and management roles at Transocean Inc. from 2000 to 2008 and Schlumberger Limited from 1979 to 1999. Mr. Cahuzac currently serves as a director (since 2024) and member of the audit, remuneration and nomination committees of Ashtead Technology Holdings plc and as a director (since 2025) of Algihaz Energy Holding. Mr. Cahuzac holds a master’s degree in Engineering from École des Mines de Saint-Étienne and a degree in petroleum engineering from the French Petroleum Institute. He is a resident of Paris, France. Director Qualifications: The particular experience, qualifications, attributes and skills that led the Board to conclude that Mr. Cahuzac should serve as a Director include his industry experience, including in both operational and management roles. |
Nominees for Election as Director
| Jan Kjærvik Age: 69 Director since: February 22, 2022 Committees: Audit and Risk Committee | Background: Mr. Kjærvik is an accomplished financial executive who brings 40 years of experience in financial roles across the banking, energy and maritime sectors. He most recently served, from 2022 to 2024, as Interim Treasurer for GE Energy businesses (Vernova) preparing for demerger and separate listing in April 2024 from its General Electric parent. Previously, he served as Head of Treasury & Risk for A.P. Møller-Mærsk A/S from 2008 to 2021 and also held a similar role at Aker Solutions ASA from 2002 to 2008. The first half of his career was in various leadership positions at Nordea Bank Abp from 1983 to 2002. He currently sits on the board of directors and serves as chair of the audit committee of Odfjell SE (since 2024). Previous directorships include Høegh Autoliners ASA, Mærsk Supply Service A/S, Mærsk Insurance A/S, Danish Ship Finance A/S, VP Securities A/S, and Britannia PI. Mr. Kjærvik holds a master’s degree in Economics (lic. Oec.) from the University of St. Gallen, Switzerland. He is a resident of Oslo, Norway. Director Qualifications: The particular experience, qualifications, attributes and skills that led the Board to conclude that Mr. Kjærvik should serve as a Director include his finance and accounting background and his knowledge of the energy and maritime sectors. |
Nominees for Election as Director
| Mark McCollum Age: 67 Director since: February 22, 2022 Committees: Audit and Risk Committee (Chair) | Background: Mr. McCollum has extensive global experience in the offshore energy services sector and has chaired three different public-company audit committees. He is a 23-year veteran of the oil and gas industry, having most recently served as President and Chief Executive Officer of Weatherford International plc from 2017 to 2020. He also held several leadership roles at Halliburton Company from 2003 to 2017, including Executive Vice President and Chief Financial Officer. He currently serves on the board of directors of Westlake Corporation (since 2018) where he is chair of the audit committee and serves as a director, member of the audit committee and member of the corporate governance committee of ONEOK, Inc. (since 2026). He served as a director, chair of the compensation committee and member of the health, environmental, safety and corporate responsibility committee of Marathon Oil Corporation from 2022 until its acquisition by ConocoPhillips in 2024. Mr. McCollum is also a member of the board of directors of privately-held MOM Holding Company, the board of trustees of Baylor College of Medicine, the board of directors of Baylor St. Luke’s Medical Center and the board of directors of Mentoring Alliance. Mr. McCollum holds a Bachelor of Business Administration in Accounting from Baylor University and is a CPA in Texas. He is a resident of Waco, Texas. Director Qualifications: The particular experience, qualifications, attributes and skills that led the Board to conclude that Mr. McCollum should serve as a Director include his extensive experience in the offshore energy services sector and management and public company board experience. |
Nominees for Election as Director
| Harry Quarls Age: 73 Director since: April 3, 2023 Committees: Operational Excellence & Sustainability Committee | Background: Mr. Quarls currently serves as chairman of the board of each of CHC Helicopter (since 2022), Key Energy Services, Inc. (since 2020) and ESS Tech, Inc. (since 2023). Mr. Quarls served as Managing Director at Global Infrastructure Partners, leading their efforts in North American energy midstream investments. Additionally, Mr. Quarls served as Managing Director and Global Energy Practice Leader as well as a member of the board of directors of Booz & Company, a leading international management consulting firm. He has also served on the boards of various private and public companies. Mr. Quarls holds a Bachelor of Science degree from Tulane University and a Master of Science degree in Chemical Engineering from Massachusetts Institute of Technology. He also holds an MBA from Stanford University. He is a resident of Dallas, Texas. Director Qualifications: The particular experience, qualifications, attributes and skills that led the Board to conclude that Mr. Quarls should serve as a Director include his business and management experience, including in the energy and management consulting sectors. |
Nominees for Election as Director
| Andrew Schultz Age: 71 Director since: February 22, 2022 Committees: Joint Nomination and Remuneration Committee (Chair) | Background: Mr. Schultz is an experienced turnaround investor and executive, as well as a seasoned director with extensive experience in stressed and distressed situations. As a lawyer and investor, his career has spanned many industries. He is very familiar with both the offshore drilling sector and the E&P sector, serving as board chair for Pacific Drilling Co. and a director for Vanguard Natural Resources, LLC. Currently, as a Non-Executive Director Advisor, he sits on a total of six boards. Mr. Schultz holds a Bachelor of Arts degree in Economics and Geography from Clark University and a Juris Doctor degree from Fordham University School of Law, New York. He is a resident of New Canaan, Connecticut. Director Qualifications: The particular experience, qualifications, attributes and skills that led the Board to conclude that Mr. Schultz should serve as a Director include his background as an investor, executive and lawyer and knowledge of the offshore drilling and E&P sector. |
Nominees for Election as Director
| Paul Smith Age: 55 Director since: February 22, 2022 Committees: Joint Nomination and Remuneration Committee | Background: Mr. Smith is a highly analytical and energetic financial leader who brings depth and expertise in capital allocation, capital structure, capital markets and restructurings with a global track record across various industries, including mining and metals, oil and gas and steel. He served a nine-year career with Glencore plc from 2011 to 2020, culminating as Chief Financial Officer for Katanga Mining Limited from 2019 to 2020. Currently, he is Founder and Principal of Collingwood Capital Partners, which manages public and private investments focused on resources, energy transformation and technology sectors. He currently sits on the board of directors of Echion Technologies Ltd. (since 2021). Mr. Smith holds a Master of Arts degree in Modern History from Lincoln College at the University of Oxford. He is a resident of Zug, Switzerland. Director Qualifications: The particular experience, qualifications, attributes and skills that led the Board to conclude that Mr. Smith should serve as a Director include his global business and finance background across various industries. |
Nominees for Election as Director
| Jonathan Swinney Age: 60 Director since: April 3, 2023 Committees: Audit and Risk Committee | Background: Mr. Swinney served as the founding Chief Financial Officer of EnQuest PLC from 2010 until 2022, a premium listed company on the London Stock Exchange. Over that period, the company grew significantly, and Mr. Swinney led several asset acquisitions and major capital markets transactions. Mr. Swinney has wide-ranging experience in financing across the capital structure, M&A, financial reporting, financial restructuring, financial planning and analysis, treasury and financial risk. Mr. Swinney also served as the Head of Mergers and Acquisitions of Petrofac Limited from 2008 before joining EnQuest PLC. Prior to that, he served as Managing Director of Lehman Brothers in London and as Director of Equity Capital Markets at Credit Suisse First Boston in London. Mr. Swinney is a chartered accountant and a qualified solicitor and holds an LPC with distinction from the College of Law and a Bachelor of Science degree with honors from Southampton University. He is a resident of London, England. Director Qualifications: The particular experience, qualifications, attributes and skills that led the Board to conclude that Mr. Swinney should serve as a Director include his wide-ranging management and finance experience. |
Nominees for Election as Director
| Ana Zambelli Age: 53 Director since: January 25, 2023 Committees: Operational Excellence & Sustainability Committee | Background: Ms. Zambelli brings significant industry experience to the Company, with more than 20 years of experience in the energy services sector in operational, commercial and finance roles. Ms. Zambelli served as Chief Commercial Officer at Maersk Drilling from 2015 to 2017, Managing Director at Transocean from 2012 to 2015 and President of the Brazilian division of Schlumberger from 2007 to 2011. Last, she served as a Managing Director in Brookfield’s Private Equity Group from 2020 to 2023, responsible for business operations in Brazil, where she also provided operational and financial oversight for Brookfield portfolio companies. Ms. Zambelli previously served as an independent member of the board of directors of Petrobras from 2018 to 2020 and Braskem from 2019 to 2020. In 2018, she founded the Diversity Committee at the Brazilian Petroleum Institute (IBP) and is the current committee leader. Ms. Zambelli currently sits on the board of DHT Holdings, Inc. (since 2024), Galp (since 2023) and BW Energy (since 2023). Ms. Zambelli holds a Master of Science degree from Heriot-Watt University and a Bachelor of Science degree from the Federal University of Rio de Janeiro. She also holds postgraduate certificates in strategy, innovation and management from Massachusetts Institute of Technology and completed the Digital Business Leadership Program at Columbia University. She is a resident of Rio de Janeiro, Brazil. Director Qualifications: The particular experience, qualifications, attributes and skills that led the Board to conclude that Ms. Zambelli should serve as a Director include her management, operational and financial experience in the energy services sector. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Table
Director Compensation Table The following table contains information with respect to the compensation awarded to or earned by our non-employee Directors in 2025.
Director Compensation Table
| Name | Fees earned or paid in cash ($) | Stock awards ($)(1) | All other compensation ($) | Total ($) | | Jean Cahuzac | 211,500 | 122,229 | — | 333,729 | | Jan Kjærvik | 192,500 | 122,229 | — | 314,729 | | Mark McCollum | 217,500 | 122,229 | — | 339,729 | | Harry Quarls | 186,500 | 122,229 | — | 308,729 | | Julie J. Robertson | 231,000 | 152,786 | — | 383,786 | | Andrew Schultz | 211,500 | 122,229 | — | 333,729 | | Paul Smith | 188,000 | 122,229 | — | 310,229 | | Jonathan Swinney | 192,500 | 122,229 | — | 314,729 | | Ana Zambelli | 185,000 | 122,229 | — | 307,229 |
Director Compensation Table
| (1) Amounts in this column represent the grant date fair value of the time-vested restricted stock units (“TRSUs”) granted to Directors on May 14, 2025, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 23 to our consolidated financial statements for the year ended December 31, 2025 (which are included in the 2025 Annual Report). As of December 31, 2025, Ms. Robertson held 6,075 unvested TRSUs, and each of our other Directors held 4,860 unvested TRSUs. |
Narrative Disclosure to the Director Compensation Table
Narrative Disclosure to the Director Compensation Table
Compensation Philosophy and Objectives
| • | Pay for Performance: We utilize performance metrics related to financial targets, operational and safety milestones and strategic achievements in both our short-term and long-term incentive plans to maintain a direct link between our executives’ compensation and our Company’s performance and ensure that our executives’ compensation reflects meaningful contributions to our Company’s success and value creation. |
Compensation Philosophy and Objectives
| • | Attract, Retain and Motivate High-Caliber Executive Talent: Our executives receive a comprehensive compensation package that includes competitive base salaries, performance-based annual incentives, long-term equity awards and additional benefits, which are regularly reviewed and benchmarked against a carefully selected peer group within the oil and gas sector, and supplemented with broader industry data. |
Compensation Philosophy and Objectives
| • | Ensure Alignment with Shareholders: We align our executives’ goals with those of our shareholders by not only granting a significant portion of our executives’ compensation as long-term equity awards, but by also attaching performance-based vesting that is tied to both financial and operational goals. |
Key Elements of Our Compensation Program
| • | annual cash bonuses; and |
Key Elements of Our Compensation Program
| • | long-term equity awards comprised of time-vested restricted stock units (“TRSUs”) and performance-vested restricted stock units (“PRSUs”). |
Key Elements of Our Compensation Program
| Element of Compensation | Description | Primary Goals of our Executive Compensation Program | | | | | | Pay-for- Performance | Attract, Retain, Motivate | Shareholder Alignment | | Base Salary | Provides regular fixed cash in recognition of job responsibilities | | ✔ | | | Annual Cash Bonus | Target award determined as percentage of base salary; Earned based on the achievement of company-wide financial, operational and safety performance goals and individual performance measured against objectives | ✔ | ✔ | ✔ | | Long-Term Equity Awards | Combination of TRSUs and PRSUs • TRSUs generally vest ratably over three years • PRSUs generally earned over a three-year performance period (with certain PRSUs measured over three annual measurement periods, but vesting at the end of the cumulative three-year period) | ✔ | ✔ | ✔ |
Executive Compensation Best Practices
| | ✔ WHAT WE DO | | ✘ WHAT WE DON’T DO | | ✔ | Base compensation amounts and elements of compensation are benchmarked against peer companies. | ✘ | No payment of dividends or dividend equivalents on TRSUs or PRSUs until the awards vest. | | ✔ | Provide a meaningful percentage of at-risk and performance-based compensation. | ✘ | No provision of excessive perquisites or other personal benefits. | | ✔ | Balance short-term and long-term growth through our annual cash bonus and PRSU performance goals. | ✘ | No officer or director hedging or pledging of stock; No officer or director margin loans. | | ✔ | Make change in control severance payments only in the event of a “double-trigger” when executive’s employment is terminated. | | | | ✔ | Maintain robust stock ownership guidelines for our executive officers. | | | | ✔ | The Joint Nomination and Remuneration Committee retains an independent compensation consultant. | | |
Roles of the Joint Nomination and Remuneration Committee, Compensation Consultant and Management
Roles of the Joint Nomination and Remuneration Committee, Compensation Consultant and Management The Joint Nomination and Remuneration Committee is responsible for determining the compensation of our executives and designing our executive compensation program with input from our independent compensation consultant and, for executive officers excluding Mr. Johnson, with input from Mr. Johnson. Determining compensation for our executive officers includes, among other things, determining each component of executive compensation and any related performance metrics, goals, attainment and payouts. The Joint Nomination and Remuneration Committee also reviews Mr. Johnson’s individual performance, including feedback solicited directly from the Board, and holds executive sessions without Mr. Johnson present to discuss Mr. Johnson’s performance and establish Mr. Johnson’s compensation. LB&Co. has been engaged by the Joint Nomination and Remuneration Committee to provide advice regarding executive compensation matters. LB&Co. generally provides input on the design and competitiveness of the compensation programs of, and proposed compensation decisions regarding, our executive officers and non-executive Directors and provides input on evolving market practices and provides supporting market data. LB&Co. attends scheduled meetings of the Joint Nomination and Remuneration Committee when compensation matters are discussed. The Joint Nomination and Remuneration Committee assessed LB&Co.’s independence under the factors set forth in the SEC rules and concluded that LB&Co. was independent and that LB&Co.’s consultant work in 2025 did not raise any conflicts of interest.
Compensation Benchmarking
Compensation Benchmarking To provide guidance to the Joint Nomination and Remuneration Committee, comparative pay data is obtained from several sources, including industry-specific surveys and compensation peer group data, supplemented with broader industry data from both direct competitors and adjacent sectors, compiled by LB&Co. These surveys compare each element of our executive officers’ compensation to the compensation of individuals serving in similar positions at companies in our compensation peer group. The market data reviewed by the Joint Nomination and Remuneration Committee includes publicly available financial and compensation information reported by the companies in our compensation peer group and general industry survey data, which, for 2025 compensation decisions, included data provided by Mercer and Willis Towers Watson.
Our 2025 Compensation Peer Group
Our 2025 Compensation Peer Group The Joint Nomination and Remuneration Committee, with research and advice from LB&Co., annually reviews the composition of the peer group used for compensation benchmarking. The Joint Nomination and Remuneration Committee generally seeks to include in this peer group companies that are in similar industries and that fall within applicable revenue ranges and have relevant business focuses. Our compensation peer group used for purposes of setting 2025 pay levels included the following companies:
Our 2025 Compensation Peer Group
| • Bristow Group Inc. | • Helix Energy Solutions Group, Inc. | • Noble Corporation plc | • RPC, Inc. | | • Core Laboratories Inc. | • Helmerich & Payne, Inc. | • Oceaneering International, Inc. | • Transocean Ltd. | | • Expro Group Holdings N.V. | • Innovex International, Inc. | • Oil States International, Inc. | • Valaris Limited | | • Forum Energy Technologies, Inc. | • Nabors Industries Ltd. | • ProPetro Holding Corp | • Weatherford International plc |
Our 2025 Compensation Peer Group
In light of the necessary removal of Diamond Offshore Drilling, Inc. following its acquisition by Noble Corporation plc, and the subsequent shrinking of the compensation peer group, a thorough review was undertaken by LB&Co., in collaboration with management and the JNRC, resulting in the addition of six companies to the peer group: Bristow Group Inc.; Core Laboratories Inc. Forum Energy Technologies, Inc; Innovex International, Inc.; ProPetro Holding Corp; and Weatherford International plc. The Company believes that this expanded compensation peer group of 16 companies provides a more accurate representation of the competitive marketplace for talent, aligning more closely both in terms of company size and the industries in which the Company operates.
Annual Incentive Compensation
Annual Incentive Compensation The Company maintains an annual short term incentive plan (the “STIP”) for select employees, including our named executive officers, to recognize and reward the achievement of performance goals that are critical to the success of the Company. Performance periods under the STIP begin January 1st and end December 31st of each calendar year (a “performance year”), and actual payments made under the STIP are calculated based on the participant’s base salary as of December 31st of the performance year, the “STIP Target %” assigned the participant by the Joint Nomination and Remuneration Committee at the beginning of the performance year, and the sum of the weighted performance score for each performance metric, subject to upward or downward adjustment by up to 20% based on individual performance, as described below.
Annual Incentive Compensation
| STIP Payout | = | Base Salary as of December 31st of Performance Year | x | STIP Award % | | where: | | | | | | STIP Award % | = | STIP Target % assigned by Joint Nomination and Remuneration Committee | x | Sum of Weighted Scores | | where: | | | | | | Earned STIP Payment | = | Sum of Weighted Scores | + / – 20% | Individual Performance Modifier |
Annual Incentive Compensation
Pursuant to their employment agreements, the named executive officers are eligible to receive annual bonuses subject to the achievement of specified performance goals determined by the Board and the named executive officer’s continued employment through the date the annual bonuses are paid. As a result, in April 2025, the Joint Nomination and Remuneration Committee set the following STIP Target % for each named executive officer under the 2025 STIP (which were the same as in 2024), which would result in, if all company-wide performance metrics are met at the Target level, and the individual performance modifier resulted in no upward or downward adjustment, a 2025 STIP payout equal to the named executive officer’s base salary as of December 31, 2025 multiplied by his STIP Target %:
Annual Incentive Compensation
| Named Executive Officer | 2025 STIP Target % | | Simon Johnson | 110% | | Grant Creed | 80% | | Samir Ali | 75% | | Torsten Sauer-Petersen | 75% | | Todd Strickler | 75% |
Performance Targets and Results
| Performance Goal | Definition | % Weighting (of overall STIP target) | | Company Adjusted EBITDA | Net income before depreciation and amortization, taxes, total financial items, and other income, as well as similar non-cash charges. | 30% | | Unlevered Free Cash Flow | Company Adjusted EBITDA minus capital expenditures, payments on vendor-financed capital expenditures; cash taxes; plus or minus the net increase (or decrease) in working capital and positive (or negative) adjustments to reflect mobilization costs and mobilization revenue on a cash basis; plus, dividends received from investments in associated companies. | 20% | | Company TRIR: Industry Comparison | A safety measure defined as the Company’s recordable events per 200,000 hours worked (“TRIR”), benchmarked against industry figures reported by the International Association of Drilling Contractors. | 20% | | Company TRIR: Continuous Improvement | The Company’s reduction of TRIR compared to the Company’s 2024 baseline. | 10% | | Company Technical Utilization | The ratio between the number of hours the Company’s drilling units have executed the contract (uptime), and the total amount of hours the Company’s drilling units have been on contract in the selected period. | 20% |
Performance Targets and Results
Each company-wide performance goal may be achieved at between 0% and 200% of its target. Notwithstanding the level at which any other performance metrics are achieved, in order for any payments to be made under the 2025 STIP, the Company Adjusted EBITDA metric must be achieved at or above the Threshold level. If the Company Adjusted EBITDA metric had not been achieved at least at the Threshold level, no payments would have been made under the 2025 STIP, regardless of the level at which the other performance metrics were achieved. With respect to the other performance measures, a score below the Threshold level results in a deemed 0% achievement of such measure, and achievement between the Threshold, Target and Maximum levels is determined through straight line interpolation. Attached as Appendix A in this proxy statement is a reconciliation of each of Company Adjusted EBITDA and Unlevered Free Cash Flow to the most directly comparable GAAP financial measure. The following table sets forth the Threshold, Target and Maximum levels of the company-wide performance goals established by the Joint Nomination and Remuneration Committee at the beginning of the 2025 performance year, the percentages of the Target level goals that were actually achieved, as certified by the Joint Nomination and Remuneration Committee after the end of the 2025 performance year, and the weighted percentage score achieved for each goal.
Performance Targets and Results
| Performance Measure | % Weighting (of overall STIP target) | Threshold | Target | Maximum | Achievement | Percentage of Target Achieved(1) | Weighted Percentage Score | | Company Adjusted EBITDA (USD million) | 30% | 330.4 | 413.0 | 495.6 | 353.0 | 63.7% | 19.1% | | Unlevered Free Cash Flow (USD million) | 20% | 38.5 | 55.0 | 71.5 | -51 | 0.0% | 0.0% | | Company TRIR: Industry Comparison | 20% | .383 | .333 | .250 | .170 | 200% | 40% | | Company TRIR: Continuous Improvement | 10% | .385 | .335 | .252 | .170 | 200% | 20% | | Company Technical Utilization | 20% | 92.26 | 96.10 | 97.54 | 93.03 | 60.0% | 12.0% |
Performance Targets and Results
| Named Executive Officer | 2025 Annual Bonus Payout ($) | | Simon Johnson | 721,586 | | Grant Creed | 330,454 | | Samir Ali | 315,694 | | Torsten Sauer-Petersen | 315,694 | | Todd Strickler | 283,151 |
Long-Term Incentive Compensation
Long-Term Incentive Compensation In line with our compensation philosophy, our long-term incentive compensation program is designed to emphasize the retention of our executive talent and reward our named executive officers for the achievement of long-term performance goals, aligning them with shareholder interests. In each calendar year since 2022, the Joint Nomination and Remuneration Committee has granted our named executive officers, and other key employees, a combination of TRSUs and PRSUs. In line with our compensation philosophy, these awards align our named executive officers’ interests with those of our shareholders by tying the named executive officers’ compensation to the price of the Company’s common shares. 2025 Awards In April 2025, the Joint Nomination and Remuneration Committee established long-term incentive target values for the named executive officers, which are set forth below. Of the total long-term incentive target values, sixty percent (60%) was granted in the form of PRSUs (the “2025 ExCo PRSUs”) and forty percent (40%) was granted in the form of TRSUs (the “2025 ExCo TRSUs”).
Long-Term Incentive Compensation
| Named Executive Officer | Intended Grant Date Fair Value of Long-Term Incentive Target Value | Number of 2025 ExCo PRSUs (at Target) | Number of 2025 ExCo TRSUs | | Simon Johnson | $5,000,000 | 137,677 | 91,786 | | Grant Creed | $2,000,000 | 55,071 | 36,714 | | Samir Ali | $1,300,000 | 35,796 | 23,864 | | Torsten Sauer-Petersen | $1,300,000 | 35,796 | 23,864 | | Todd Strickler | $1,300,000 | 35,796 | 23,864 |
Long-Term Incentive Compensation
PRSUs. The 2025 ExCo PRSUs vest based on the Company’s achievement of absolute and relative total shareholder return (“TSR”) metrics and cumulative free cash flow metrics, in each case, over a three-year performance period from January 1, 2025 through December 31, 2027. The number of 2025 ExCo PRSUs ultimately earned can range from 0% to 200% of the target number of 2025 ExCo PRSUs. Of the target 2025 ExCo PRSUs granted, sixty percent (60%) are subject to the achievement of the TSR metrics (the “2025 ExCo TSR PRSUs”). The relative TSR metric is measured against a performance peer group initially consisting of 12 companies, which were selected primarily due to similarity of business focus, capital structure and the fact that they are competitors within the oil and gas industry. In addition to the inherent nature of PRSUs to align executive interests with those of shareholders, the use of both absolute and relative TSR (by virtue of the matrix below) as a performance measure further enhances this goal by creating direct alignment between the PRSUs and shareholder return performance relative both the Company’s peers and to the market and further strengthens the link between share price growth and long-term compensation. The final payout of the 2025 ExCo TSR PRSUs can range from 0% to 200% of the target number of 2025 ExCo TSR PRSUs and will be determined in accordance with the below matrix. For achievement between any of these points, the payout is interpolated on a straight-line basis.
Long-Term Incentive Compensation
| | | Relative TSR Percentile Ranking | | | | | | | | < 40th percentile | 40th percentile | Median | 60th percentile | 80th percentile | | Absolute TSR | 59% | 50% | 75% | 125% | 150% | 200% | | | 40% | 25% | 50% | 100% | 125% | 175% | | | 20% | 0% | 25% | 75% | 100% | 150% | | | 5% | 0% | 0% | 50% | 75% | 100% | | | <5% | 0% | 0% | 0% | 50% | 75% |
Long-Term Incentive Compensation
We use our compensation peer group, as defined above, to measure relative TSR performance. Any company in the peer group that, during the performance period, (i) is acquired and ceases to have its primary common equity security listed or traded will be omitted from the peer group or (ii) (a) is forced to delist from the securities exchange upon which it was traded due to low stock price or other reasons or (b) files for bankruptcy, in each case of (a) and (b), will be included in the peer group but will be ranked last. For purposes of both absolute and relative TSR, TSR will be calculated as (i) the sum of (a) the volume weighted average price of a share (or unit, as applicable) for the last twenty (20) trading days of the performance period (including the last day) plus (b) any dividends paid over the course of the performance period, divided by (ii) the volume weighted average price of a share (or unit, as applicable) for the first twenty (20) trading days of the performance period (including the first day). The remaining 40% of the 2025 ExCo PRSUs are subject to the achievement of the cumulative free cash flow performance metrics (the “2025 ExCo CFCF PRSUs”), with one-third of the 2025 ExCo CFCF PRSUs eligible to be earned based on our annual cash flow during each of three individual annual measurement periods beginning on January 1 and ending on December 31 of each of 2025, 2026 and 2027. The 2025 ExCo CFCF PRSUs will be settled following the last annual measurement period, subject to the named executive officer’s continued employment through the end of the last annual measurement period. The final payout of the 2025 ExCo CFCF PRSUs can range from 0% to 200% of the target number of 2025 ExCo CFCF PRSUs, depending on the Company’s annual free cash flow for each annual measurement period, compared to the Company’s annual budget for annual free cash flow, and will be determined in accordance with the below matrix. For achievement between any of these points, the payout is interpolated on a straight-line basis.
Long-Term Incentive Compensation
| | Performance Achievement % | Earned % | | Threshold | 85% | 50% | | Target | 100% | 100% | | Maximum | 125% | 200% |
Long-Term Incentive Compensation
Attached as Appendix A in this proxy statement is a reconciliation of annual free cash flow to the most directly comparable GAAP financial measure. As a result of the Company’s achievement of its 2025 annual free cash flow goals at 0% of budget, with respect to the 2025 annual measurement period, the first one-third of the 2025 ExCo CFCF PRSUs was earned at 0% of target. TRSUs. The 2025 ExCo TRSUs vest one-third on April 25 of each of 2026, 2027 and 2028. Prior Awards Initial ExCo PRSUs and TRSUs. In August 2022, following the adoption of the MIP (as defined herein), the Joint Nomination and Remuneration Committee granted PRSUs and TRSUs to the Company’s senior management, including Messrs. Johnson, Creed, Ali and Sauer-Petersen. In connection with Mr. Strickler joining the Company in early 2023, to incentivize the Company’s senior management as a unified team, the Joint Nomination and Remuneration Committee granted Mr. Strickler PRSUs and TRSUs, generally subject to the same terms and conditions as those grants made to existing senior management in August 2022. Such TRSUs (the “Initial ExCo TRSUs”) vested one-third annually from the date of grant, with the final tranche vesting on August 6, 2025. Such PRSUs (the “Initial ExCo PRSUs”) were eligible to be earned to the extent the Company maintained or exceeded set per share trading prices for a period of at least forty-five (45) consecutive trading days over the period beginning on August 6, 2022 and ending on August 6, 2025. On August 27, 2025, the Joint Nomination and Remuneration Committee certified achievement of the performance goals for the Initial ExCo PRSUs at 60.86%. September 2023 PRSUs and TRSUs. In September 2023, the Joint Nomination and Remuneration Committee granted PRSUs and TRSUs to the Company’s senior management, including Messrs. Johnson, Creed, Ali, Sauer-Petersen and Strickler. Like the 2025 ExCo PRSUs, sixty percent (60%) of such PRSUs can be earned based on the achievement of absolute and relative TSR performance measures, over the period beginning on September 25, 2023 and ending on December 31, 2025 (the “2023 ExCo TSR PRSUs”), and forty percent (40%) of such PRSUs can be earned based on the achievement of cumulative free cash flow performance metrics over the period beginning on January 1, 2023 and ending on December 31, 2025, with one-third of such PRSUs eligible to be earned based on our annual free cash flow during three one-year annual measurement periods, beginning on January 1 and ending on December 31 of each of 2023, 2024 and 2025 (the “2023 ExCo CFCF PRSUs”). Such TRSUs (the “2023 ExCo TRSUs”) vested one-half annually from the date of grant, with the final tranche vesting on September 25, 2025. As a result of the Company’s achievement of an annual free cash flow equal to 492.7%, 103.4% and 0% of its 2023, 2024 and 2025 budgets, respectively, the first, second and third annual tranches of the 2023 ExCo CFCF PRSUs were earned at 200%, 113.7% and 0% of target, respectively. On February 26, 2026, the Joint Nomination and Remuneration Committee certified achievement of the performance goals for the 2023 ExCo CFCF PRSUs at 0%. April 2024 PRSUs and TRSUs. In April 2024, the Joint Nomination and Remuneration Committee granted PRSUs and TRSUs to the Company’s senior management, including Messrs. Johnson, Creed, Ali, Sauer-Petersen and Strickler. Like the 2025 ExCo PRSUs, sixty percent (60%) of such PRSUs can be earned based on the achievement of absolute and relative TSR performance measures, over the period beginning on January 1, 2024 and ending on December 31, 2026 (the “2024 ExCo TSR PRSUs”), and forty percent (40%) of such PRSUs can be earned based on the achievement of cumulative free cash flow performance metrics over the period beginning on January 1, 2024 and ending on December 31, 2026, with one-third of such PRSUs eligible to be earned based on our annual free cash flow during three one-year annual measurement periods, beginning on January 1 and ending on December 31 of each of 2024, 2025 and 2026 (the “2024 ExCo CFCF PRSUs”). Such TRSUs (the “2024 ExCo TRSUs”) vest one-third on each of the first three anniversaries of the date of grant, with the first tranche vesting on April 17, 2025 and the remaining two tranches scheduled to vest on April 17 of each of 2026 and 2027. As a result of the Company’s achievement of an annual free cash flow equal to 103.42% and 0% of its 2024 and 2025 budgets, respectively, the first and second annual tranches of the 2024 ExCo CFCF PRSUs were earned at 113.67% and 0% of target, respectively.
Severance Payments and Benefits
Severance Payments and Benefits Each of the named executive officers is eligible to receive enhanced severance payments and benefits in the event the named executive officer is terminated without cause or resigns for good reason during the twenty-four (24) months following a change in control. Additionally, the named executive officers’ equity award agreements provide for enhanced vesting protections for twenty-four (24) months following a change in control. The Company also maintains a relocation policy providing for repatriation assistance in the event of certain terminations. These, and existing, severance payments and benefits are described below in “Executive Compensation—Potential Payments Upon Termination or Change in Control.”
CEO Transition
CEO Transition In connection with Mr. Ali’s promotion as President and Chief Executive Officer on March 12, 2026, his annual base salary was increased to $750,000, effective from such date. He will also have the opportunity to earn an annual bonus for 2026 under the STIP in a target amount equal to 110% of his base salary if company-wide performance goals established under the plan for 2026 are satisfied at the target level, and in a maximum amount equal to two times the target amount if the company-wide performance goals are satisfied at the maximum level (subject to upward or downward adjustment by up to 20% based on individual performance). In addition, Mr. Ali received an annual long-term incentive award under the MIP with an intended grant date value of $3,500,000, which was granted 60% in the form of PRSUs and 40% in the form of TRSUs. The vesting terms of the PRSUs and TRSUs are substantially consistent with those of awards granted in prior years, except that the 60% portion of the PRSUs that is subject to TSR goals is capped at the target amount if absolute TSR is negative. The Company intends to amend Mr. Ali’s employment agreement with the Company to reflect his promotion and his new base salary and target annual bonus. The amendment will also modify the severance payable under the agreement by increasing to (a) 24 months the period over which his base salary and subsidized COBRA will be payable if his employment is terminated by the Company without cause or by him for good reason at any time other than within 24 months after a change in control, and (b) three times the sum of his base salary, target annual bonus and annual subsidized COBRA that will be payable in a lump sum if the termination occurs within 24 months after a change in control. The Company expects to enter into a separation agreement with Mr. Johnson, which will provide him with the termination without cause payments and benefits to which he is entitled under the terms of his employment agreement and equity award agreements, as described in “Executive Compensation—Potential Payments Upon Termination or Change in Control.”
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Position (as of 12/31/2025) | Year | Salary ($)(4) | Bonus ($) | Stock awards ($)(5) | Non-equity incentive plan compensation ($)(6) | All other compensation ($)(7) | Total ($) | | Simon Johnson(1), Former President and Chief Executive Officer | 2025 | 800,000 | — | 4,264,803 | 721,586 | 65,559 | 5,851,948 | | | 2024 | 799,958 | — | 6,165,155 | 1,128,370 | 243,886 | 8,337,369 | | | 2023 | 819,489 | — | 10,752,925 | 1,131,315 | 245,341 | 12,949,070 | | Grant Creed, Executive Vice President and Chief Financial Officer | 2025 | 451,825 | — | 1,705,914 | 330,454 | 36,019 | 2,524,211 | | | 2024 | 448,537 | — | 2,466,075 | 457,913 | 255,249 | 3,627,774 | | | 2023 | 458,307 | — | 3,123,321 | 468,294 | 102,266 | 4,152,188 | | Samir Ali(1), Executive Vice President, Chief Commercial Officer | 2025 | 429,375 | — | 1,108,839 | 315,694 | 21,000 | 1,874,907 | | | 2024 | 425,000 | — | 1,602,915 | 408,714 | 26,999 | 2,463,628 | | | 2023 | 425,000 | — | 2,428,435 | 407,120 | 26,353 | 3,286,908 | | Torsten Sauer-Petersen(2), Executive Vice President, Chief Technology & Sustainability Officer | 2025 | 391,833 | — | 1,108,839 | 315,694 | 30,926 | 1,847,292 | | | 2024 | 371,920 | — | 1,602,915 | 357,745 | 183,827 | 2,516,407 | | | 2023 | 381,922 | — | 2,428,435 | 365,855 | 249,953 | 3,426,165 | | Todd Strickler(3), Senior Vice President and General Counsel | 2025 | 407,292 | — | 1,108,839 | 283,151 | 21,000 | 1,820,281 | | | 2024 | 400,000 | — | 1,602,915 | 384,672 | 26,718 | 2,414,305 | | | 2023 | 366,667 | — | 2,319,961 | 342,249 | 25,064 | 3,053,941 |
Summary Compensation Table
| (1) Effective March 12, 2026, the Board appointed Mr. Ali as President and Chief Executive Officer, replacing Mr. Johnson. |
Summary Compensation Table
| (2) Mr. Sauer-Petersen assumed the role of Executive Vice President, Chief Technology & Sustainability Officer of the Company on August 27, 2025. |
Summary Compensation Table
| (3) Mr. Strickler assumed the role of Senior Vice President and General Counsel of the Company on February 9, 2023. |
Summary Compensation Table
| (4) Messrs. Johnson’s, Creed’s and Sauer-Petersen’s base salaries were paid in Great British Pounds (“GBP”) in 2023 and a portion of 2024 and have been converted to U.S. dollars (“USD”) for the purpose of this disclosure using the exchange ratio of (i) for 2023, 1 GBP to 1.2731 USD, and (ii) for 2024, 1 GBP to 1.2577 USD. |
Summary Compensation Table
| (5) Amounts in this column represent the aggregate grant date fair value of the TRSUs and PRSUs awarded to the named executive officers in the applicable year, computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for forfeitures and, with respect to awards subject to performance-based vesting requirements, based on the probable outcome as of the grant date. For 2023, this amount also includes the incremental fair value of an accounting modification made to outstanding awards upon shareholder approval of the MIP, which allowed for share-settlement, instead of cash-settlement, of such awards. For a description of the assumptions applied in these calculations, see Note 23 to our consolidated financial statements for the year ended December 31, 2025 (which are included in the 2025 Annual Report). The grant date fair value of the PRSUs granted on April 17, 2025, assuming the maximum performance level, would be: Mr. Johnson - $4,744,352; Mr. Creed - $1,897,742; Mr. Ali - $1,233,526; Mr. Sauer-Petersen $1,233,526; and Mr. Strickler - $1,233,526. |
Summary Compensation Table
| (6) Amounts in this column represent the annual bonuses earned under the STIP for the covered fiscal year (even though paid in the year following). |
Summary Compensation Table
| (7) Amounts in this column include, for Mr. Johnson, the cost of a return flight between Houston, Texas and Australia, pursuant to the terms of his employment agreement. For all of our named executive officers, amounts in this row also include (a) the Company’s provision of tax planning assistance ($34,986 for Mr. Johnson, which was paid in GBP and converted to USD using the exchange ratio of 1 GBP to 1.3469 USD) and (b) a contribution of $21,000 to each named executive officer’s 401(k) account. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | Estimated future payouts under non- equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All other stock awards: Number of shares of stock or units (#)(3) | Grant Date fair value of stock and option awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Simon Johnson | | 352,000 | 880,000 | 1,760,000 | — | — | — | — | — | | | 04/25/2025 | — | — | — | 20,652 | 82,607 | 165,215 | — | | | | 04/25/2025 | — | — | — | 27,536 | 55,072 | 110,143 | — | | | | 04/25/2025 | — | — | — | — | — | — | 91,786 | | | Grant Creed | | 148,800 | 372,000 | 744,000 | — | — | — | — | — | | | 04/25/2025 | — | — | — | 8,261 | 33,043 | 66,085 | — | | | | 04/25/2025 | — | — | — | 11,014 | 22,028 | 44,056 | — | | | | 04/25/2025 | — | — | — | — | — | — | 36,714 | | | Samir Ali | | 132,000 | 330,000 | 660,000 | — | — | — | — | — | | | 04/25/2025 | — | — | — | 5,370 | 21,478 | 42,955 | — | | | | 04/25/2025 | — | — | — | 7,159 | 14,318 | 28,637 | — | | | | 04/25/2025 | — | — | — | — | — | — | 23,864 | | | Torsten Sauer-Petersen | | 132,000 | 330,000 | 660,000 | — | — | — | — | — | | | 04/25/2025 | — | — | — | 5,370 | 21,478 | 42,955 | — | | | | 04/25/2025 | — | — | — | 7,159 | 14,318 | 28,637 | — | | | | 04/25/2025 | — | — | — | — | — | — | 23,864 | | | Todd Strickler | | 127,500 | 318,750 | 637,500 | — | — | — | — | — | | | 04/25/2025 | — | — | — | 5,370 | 21,478 | 42,955 | — | | | | 04/25/2025 | — | — | — | 7,159 | 14,318 | 28,637 | — | | | | 04/25/2025 | — | — | — | — | — | — | 23,864 | |
Grants of Plan-Based Awards
| (1) Reflects each named executive officer’s 2025 STIP award. The amounts in the “Threshold” column represent the amount that would have been payable to each named executive officer upon satisfaction of the Threshold level of all performance goals (assuming 20% downward adjustment based on individual performance), the amounts in the “Target” column represent the target amount that would have been payable to each named executive officer upon the satisfaction of the Target level of performance for all performance goals, and the amounts in the “Maximum” column represent the target amount that would have been payable to each named executive officer upon the satisfaction of the Maximum level of performance for all performance goals, in each case, assuming that the Company Adjusted EBITDA threshold was met. For more information on the STIP and the actual bonuses paid by the Company, see the amounts included for 2025 in the column entitled “Non-equity incentive plan compensation” in the Summary Compensation Table above. |
Grants of Plan-Based Awards
| (2) Amounts in these columns represent the threshold, target and maximum payouts for the 2025 ExCo PRSUs. The 2025 ExCo TSR PRSUs, which are reflected in the first row of these columns for each named executive officer, can be earned over the performance period beginning on January 1, 2025 and ending on December 31, 2027, and the 2025 ExCo CFCF PRSUs, which are reflected in the second row of these columns for each named executive officer, can be earned over three annual performance periods beginning on January 1 and ending on December 31 of each of 2025, 2026 and 2027. The PRSUs can be earned between 0% and 200% based upon satisfaction of the performance criteria established by the Joint Nomination and Remuneration Committee. If the threshold levels of performance are not achieved, 0% of the PRSUs will be earned. To the extent that at least threshold performance is achieved, the number of PRSUs that are earned will be determined by straight line interpolation between relevant thresholds. For a more detailed description of the PRSUs, see the “Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation” section of this proxy statement. |
Grants of Plan-Based Awards
| (3) Amounts in these columns represent the TRSUs granted in April 2025, which vest one-third annually from the date of grant. |
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End Market values reported in the table below are based on the closing price per share of our common shares on December 31, 2025, which was $34.60.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Simon Johnson | 30,098(1) | 1,041,391 | — | — | | | 91,786(2) | 3,175,796 | — | — | | | 10,263(3a) | 355,100 | 9,030(3b) | 312,438 | | | — | — | 20,316(4) | 702,934 | | | 0(5a) | 0 | 36,714(5b) | 1,270,304 | | | — | — | 41,303(6) | 1,429,084 |
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Grant Creed | 12,040(1) | 416,584 | — | — | | | 36,714(2) | 1,270,304 | — | — | | | 3,612(3a) | 124,975 | 3,612(3b) | 124,975 | | | — | — | 8,127(4) | 281,177 | | | 0(5a) | 0 | 14,686(5b) | 508,136 | | | — | — | 16,522(6) | 571,644 | | Samir Ali | 7,826(1) | 270,780 | — | — | | | 23,864(2) | 825,694 | — | — | | | 2,688(3a) | 92,313 | 2,348(3b) | 81,241 | | | — | — | 5,282(4) | 182,757 | | | 0(5a) | 0 | 9,546(5b) | 330,292 | | | — | — | 10,739(6) | 371,569 | | Torsten Sauer-Petersen | 7,826(1) | 270,780 | — | — | | | 23,864(2) | 825,694 | — | — | | | 2,688(3a) | 92,313 | 2,348(3b) | 81,241 | | | — | — | 5,282(4) | 182,757 | | | 0(5a) | 0 | 9,546(5b) | 330,292 | | | — | — | 10,739(6) | 371,569 | | Todd Strickler | 7,826(1) | 270,780 | — | — | | | 23,864(2) | 825,694 | — | — | | | 2,688(3a) | 92,313 | 2,348(3b) | 81,241 | | | — | — | 5,282(4) | 182,757 | | | 0(5a) | 0 | 9,546(5b) | 330,292 | | | — | — | 10,739(6) | 371,569 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Represents the remaining unvested 2024 ExCo TRSUs, which vest on April 17, 2026 and April 17, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Represents the 2025 ExCo TRSUs, which vest one-third on each of April 25, 2026, April 25, 2027 and April 25, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Represents the 2024 ExCo CFCF PRSUs. |
Outstanding Equity Awards at Fiscal Year-End
| (a) The amounts in this column represent the aggregate number of 2024 ExCo CFCF PRSUs earned for the 2024 and 2025 annual measurement periods. These PRSUs will vest subject to the named executive officer’s continued employment through December 31, 2026, except as described in “—Potential Payments Upon Termination or Change in Control” below. |
Outstanding Equity Awards at Fiscal Year-End
| (b) The amounts in this column represent the number of 2024 ExCo CFCF PRSUs that can be earned for the 2026 annual measurement period. In accordance with SEC rules, these PRSUs are included in the table at the Target level of performance. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Represents the 2024 ExCo TSR PRSUs. In accordance with SEC rules, these PRSUs are included in the table at the Threshold level of performance. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Represents the 2025 ExCo CFCF PRSUs. |
Outstanding Equity Awards at Fiscal Year-End
| (a) Because the Threshold level of performance was not achieved for the 2025 ExCo CFCF PRSUs for the 2025 annual measurement period, none of these PRSUs were earned for such period and, therefore, these PRSUs were forfeited. |
Outstanding Equity Awards at Fiscal Year-End
| (b) The amounts in this column represent the number of 2025 ExCo CFCF PRSUs that can be earned for the 2026 and 2027 annual measurement periods. In accordance with SEC rules, these PRSUs are included in the table at the Target level of performance. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Represents the 2025 ExCo TSR PRSUs. In accordance with SEC rules, these PRSUs are included in the table at the Threshold level of performance. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth information regarding the TRSUs and PRSUs that vested during the year ended December 31, 2025. The “Value realized on vesting” is calculated by multiplying the number of shares shown in the table by the closing price of our common shares on the date the applicable TRSUs or PRSUs vested.
Option Exercises and Stock Vested
| Name | Stock Awards | | | | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Simon Johnson | 190,665 | 5,836,778 | | Grant Creed | 61,549 | 1,859,653 | | Samir Ali | 45,407 | 1,381,588 | | Torsten Sauer-Petersen | 45,407 | 1,381,588 | | Todd Strickler | 27,607 | 853,996 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control As described in “—Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements” above, we have entered into employment agreements with our named executive officers that, in addition to governing the terms of their employment, provide for severance payments upon certain terminations of their employment. Additionally, the applicable award agreements set forth the treatment of the named executive officers’ TRSUs and PRSUs upon certain terminations of their employment or in the event of a change in control of the Company.
Potential Payments on Termination or Change in Control
Potential Payments on Termination or Change in Control The following table reflects the amount of compensation that would be paid to each named executive officer in the event of the various termination of employment or change in control scenarios described below, assuming that the applicable triggering event took place on December 31, 2025 and that the closing price per share of our common shares is $34.60, which was the closing price per share of our common shares on such date. The value of TRSUs and PRSUs that would remain outstanding and eligible to vest, as applicable, is based on the closing price per share of our common shares on December 31, 2025; however, the value actually realized would depend on the value of the Company’s common shares at the time such awards became vested and the level at which the applicable performance goals are ultimately achieved. Whether an excise tax liability arises will depend on the facts and circumstances in existence at the time a change-of-control payment becomes payable, and the tables below do not reflect any “net better of payments.” As disclosed in our Form 8-K filed with the SEC on March 18, 2026, Mr. Johnson’s employment with the Company terminated on March 12, 2026. The Company expects to enter into a separation agreement with Mr. Johnson, which will provide him with the termination without cause payments and benefits to which he is entitled under the terms of his employment agreement and equity award agreements, as described below.
Potential Payments on Termination or Change in Control
| | Voluntary Resignation or Termination for Cause ($) | Death or Disability ($) | Termination w/o Cause or Resignation for Good Reason (No Change in Control) ($) | Change in Control: No Termination ($)(1) | Change in Control: Qualifying Termination ($)(2) | | Simon Johnson | | | | | | | Bonus Payment | — | — | 721,586(3) | — | 721,586(3) | | Cash Severance | — | — | 1,600,000(4) | — | 5,040,000(4) | | COBRA | — | — | 33,060(5) | — | 49,590(5) | | TRSUs | — | 347,142(6) | 347,142(6) | 4,217,186(7) | 4,217,186(7) | | PRSUs | — | 823,722(8) | 823,722(8) | 4,069,860(9) | 4,069,860(9) | | Total | — | 1,170,864 | 3,525,510 | 8,287,046 | 14,098,222 | | Grant Creed | | | | | | | Bonus Payment | — | — | 330,454(3) | — | 330,454(3) | | Cash Severance | — | — | 697,500(4) | — | 1,674,000(4) | | COBRA | — | — | 36,868(5) | — | 49,157(5) | | TRSUs | — | 138,850(6) | 138,850(6) | 1,686,888(7) | 1,686,888(7) | | PRSUs | — | 329,496(8) | 329,496(8) | 1,627,965(9) | 1,627,965(9) | | Total | — | 468,346 | 1,533,167 | 3,314,853 | 5,368,463 | | Samir Ali | | | | | | | Bonus Payment | — | — | 315,694(3) | — | 315,694(3) | | Cash Severance | — | — | 660,000(4) | — | 1,540,000(4) | | COBRA | — | — | 36,868(5) | — | 49,157(5) | | TRSUs | — | 90,271(6) | 90,271(6) | 1,096,474(7) | 1,096,474(7) | | PRSUs | — | 214,139(8) | 214,139(8) | 1,058,172(9) | 1,058,172(9) | | Total | — | 304,411 | 1,316,972 | 2,154,646 | 4,059,496 | | Torsten Sauer-Petersen | | | | | | | Bonus Payment | — | — | 315,694(3) | — | 315,694(3) | | Cash Severance | — | — | 660,000(4) | — | 1,540,000(4) | | COBRA | — | — | 24,795(5) | — | 33,060(5) | | TRSUs | — | 90,271(6) | 90,271(6) | 1,096,474(7) | 1,096,474(7) | | PRSUs | — | 214,139(8) | 214,139(8) | 1,058,172(9) | 1,058,172(9) | | Total | — | 304,411 | 1,304,899 | 2,154,646 | 4,043,399 | | Todd Strickler | | | | | | | Bonus Payment | — | — | 283,151(3) | — | 283,151(3) | | Cash Severance | — | — | 637,500(4) | — | 1,487,500(4) | | COBRA | — | — | 36,868(5) | — | 49,157(5) | | TRSUs | — | 90,271(6) | 90,271(6) | 1,096,474(7) | 1,096,474(7) | | PRSUs | — | 214,139(8) | 214,139(8) | 1,058,172(9) | 1,058,172(9) | | Total | — | 304,411 | 1,261,929 | 2,154,646 | 3,974,453 |
Potential Payments on Termination or Change in Control
| (1) Scenario assumes that outstanding TRSUs and PRSUs are not assumed in connection with the change in control, but that the named executive officer does not undergo a termination of employment (that is, single-trigger payments are triggered). |
Potential Payments on Termination or Change in Control
| (2) Scenario assumes that outstanding TRSUs and PRSUs are assumed in connection with a change in control and the named executive officer subsequently undergoes a termination without cause or a resignation for good reason (that is, that double-trigger payments are triggered). |
Potential Payments on Termination or Change in Control
| (3) Amount reflects the pro-rata annual bonus the named executive officer would receive pursuant to his employment agreement. |
Potential Payments on Termination or Change in Control
| (4) Where such termination occurs not during the twenty-four (24)-month change in control protection period, amount reflects the aggregate base salary continuation the named executive officer would receive pursuant to his employment agreement. In such event, the base salary continuation for Mr. Johnson is for twenty-four (24) months and for our other named executive officers is for eighteen (18) months. Where such termination occurs during the twenty-four (24)-month change in control protection period, amount reflects a lump sum payment equal to three times (3x) for Mr. Johnson and two times (2x) for our other named executive officers the sum of (i) the named executive officer’s base salary plus (ii) the named executive officer’s target annual bonus for the year of termination. |
Potential Payments on Termination or Change in Control
| (5) Where such termination occurs not during the twenty-four (24)-month change in control protection period, amount reflects the aggregate COBRA premium reimbursement the named executive officer would receive pursuant to his employment agreement, assuming he properly elects COBRA coverage and remains eligible for reimbursement of the premiums for the full severance period pursuant to his employment agreement. In such event, the reimbursement for Mr. Johnson lasts for up to twenty-four (24) months and for our other named executive officers lasts for up to eighteen (18) months. Where such termination occurs during the twenty-four (24)-month protection period, amount reflects a lump sum payment equal to three times (3x) for Mr. Johnson and two times (2x) for our other named executive officers the annualized COBRA premium reimbursement. |
Potential Payments on Termination or Change in Control
| (6) Amount reflects the value of the pro-rated portion of the next vesting tranche of the 2024 ExCo TRSUs and the 2025 ExCo TRSUs that would accelerate. |
Potential Payments on Termination or Change in Control
| (7) Amount reflects the value of the 2024 ExCo TRSUs and the 2025 ExCo TRSUs that would fully accelerate. |
Potential Payments on Termination or Change in Control
| (8) Amount reflects the value of (a) the pro-rated portion of the 2024 ExCo TSR PRSUs and the 2025 ExCo TSR PRSUs that would remain outstanding and eligible to vest based on the actual level of achievement of the TSR performance measures, and (b) full vesting, to the extent that performance was achieved, for the 2024 and 2025 annual measurement periods for the 2024 ExCo CFCF PRSUs and the 2025 annual measurement period for the 2025 ExCo CFCF PRSUs. |
Potential Payments on Termination or Change in Control
| (9) Amount reflects the value of (a) the 2024 ExCo TSR PRSUs and the 2025 ExCo TSR PRSUs that would vest at the greater of target or actual performance as of immediately prior to the change in control and (b) the 2024 ExCo CFCF PRSUs and the 2025 ExCo CFCF PRSUs that would vest (i) to the extent that performance was achieved for the 2024 and 2025 annual measurement periods (for the 2024 ExCo CFCF PRSUs) or the 2025 annual measurement period (for the 2025 ExCo CFCF PRSUs) and (ii) at the greater of target or actual performance as of immediately prior to the change in control for the 2026 annual measurement period (for the 2024 ExCo CFCF PRSUs) or the 2026 and 2027 annual measurement periods (for the 2025 ExCo CFCF PRSUs). |
CEO Pay Ratio
CEO Pay Ratio The table below sets forth comparative information regarding: (1) the actual annual total compensation of our Chief Executive Officer for the year ended December 31, 2025; (2) the median of the annual total compensation of all employees of the Company (including its consolidated subsidiaries), excluding our Chief Executive Officer, for the year ended December 31, 2025, determined on the basis described below; and (3) a ratio comparison of those two amounts (the “CEO Pay Ratio”). These amounts were determined in accordance with rules prescribed by the SEC. For 2025, the CEO Pay Ratio was 104:1, as explained below. We did not identify a new median employee as of December 31, 2025 because there has been no change in our employee population or employee compensation arrangements that we reasonably believe would significantly impact our pay ratio disclosure. For purposes of determining the median of the annual total compensation of all of the Company’s employees, excluding our Chief Executive Officer, for the year ended December 31, 2024, the applicable SEC rules required us to identify the median employee, by using either annual total compensation for all such employees or another consistently applied compensation measure. For these purposes, we used our employees’ base salaries or hourly wage rates, overtime rates, bonuses and allowances and equity awards for the period from January 1, 2024 through December 31, 2024 (the “Measurement Date”), as our consistently applied compensation measure. Except as noted below, we included all of the Company’s employees as of the Measurement Date, whether employed on a full-time, part-time or seasonal basis. We annualized the compensation for permanent employees that were not employed by us for the entire measurement period. In accordance with SEC rules, we availed ourselves of a de minimis exemption to exclude a number of non-U.S. employees who collectively represented fewer than 5% of the approximately 2,925 total employees as of the Measurement Date (such total being the total number of U.S. and non-U.S. employees irrespective of the de minimis exemption and the total number used for the de minimis calculation). Under this exemption, we excluded all employees from the following jurisdictions: Malaysia (52) and Singapore (3). After identifying the median employee, based on the process described above, we calculated annual total compensation for that employee using the same methodology we used for determining total compensation for 2025 for the named executive officers as set forth in the Summary Compensation Table.
CEO Pay Ratio
| Chief Executive Officer annual total compensation (A) | $5,851,948 | | Median annual total compensation of all employees (excluding Chief Executive Officer) (B) | $56,309 | | Ratio of (A) to (B) | 104:1 |
Pay Versus Performance
Pay Versus Performance SEC regulations require us to disclose the following information about the relationship between both the total compensation paid to our Chief Executive Officer (“PEO” in the following tables and footnotes) and the average total compensation paid to our other named executive officers (“non-PEO named executive officers” in the following tables and footnotes) and the Company’s financial performance.
Pay Versus Performance
| Year(1) | Summary compensation table total for PEO ($)(2) | Compensation actually paid to PEO ($)(3) | Average summary compensation table total for non- PEO named executive officers ($)(2) | Average compensation actually paid to non-PEO named executive officers ($)(3) | Value of initial fixed $100 investment based on(4): | | Net income ($M)(5) | Adjusted EBITDA ($M)(6) | | | | | | | Total shareholder return ($) | Peer group total shareholder return ($) | | | | 2025 | 5,851,948 | 1,681,754 | 2,016,673 | 1,059,863 | 131 | 118 | (77) | 353 | | 2024 | 8,337,369 | 2,600,952 | 2,755,529 | 1,269,188 | 147 | 114 | 446 | 378 | | 2023 | 12,949,070 | 14,774,897 | 3,479,800 | 3,890,876 | 178 | 129 | 300 | 495 | | 2022 | 5,687,373 | 5,385,965 | 2,054,694 | 1,969,296 | 123 | 126 | 3,907 | 265 |
Pay Versus Performance
| (1) Mr. Johnson assumed the role of Chief Executive Officer of the Company in 2022. The non-PEO named executive officers for 2025, 2024 and 2023 were Messrs. Creed, Ali, Sauer-Petersen and Strickler and for 2022 were Messrs. Creed, Ali and Sauer-Petersen. |
Pay Versus Performance
| (2) Reflects, for our PEO, the total compensation reported in the Summary Compensation Table, and for the non-PEO named executive officers, the average of their total compensation reported in the Summary Compensation Table, in each case, in the fiscal years indicated. |
Pay Versus Performance
| (3) Represents the compensation actually paid to our PEO and to the non-PEO named executive officers in each of the fiscal years indicated, as computed in accordance with Item 402(v) of Regulation S-K and as set forth below: |
Pay Versus Performance
| As Reported in Summary Compensation Table(a) | | | Equity Award Adjustments | | | | | | | Year | Total ($) | Stock Awards ($) | Fair Value as of the End of the Fiscal Year of Awards Granted During the Fiscal Year that Remain Outstanding as of the End of the Fiscal Year ($)(b) | Change in Fair Value as of the Last Day of the Fiscal Year of Awards Granted in Prior Years that Remain Outstanding as of the End of the Fiscal Year ($)(c) | Fair Value as of the End of the Fiscal Year of Awards Granted During the Fiscal Year that also Vested During the Fiscal Year ($)(d) | Change in Fair Value as of Vesting Date of Awards Granted in Prior Years that Vest During the Fiscal Year ($)(e) | Forfeiture of Awards in the Current Fiscal Year that were Granted in a Prior Fiscal Year ($)(f) | Total Compensation “Actually Paid” ($) | | PEO | | | | | | | | | | 2025 | 5,851,948 | (4,264,803) | 5,546,559 | (755,830) | — | (1,469,271) | (3,226,849) | 1,681,754 | | 2024 | 8,337,369 | (6,165,155) | 3,222,340 | (3,708,554) | 399,549 | 515,403 | — | 2,600,952 | | 2023 | 12,949,070 | (10,752,925) | 7,495,979 | 3,196,644 | 1,633,240 | 252,888 | — | 14,774,897 | | 2022 | 5,687,373 | (4,125,612) | 3,824,204 | — | — | — | — | 5,385,965 | | Non-PEO Named Executive Officers | | | | | | | | | | 2025 | 2,016,673 | (1,258,108) | 1,636,227 | (222,981) | — | (354,121) | (757,828) | 1,059,863 | | 2024 | 2,755,529 | (1,818,705) | 950,606 | (857,492) | 117,842 | 121,408 | — | 1,269,188 | | 2023 | 3,479,800 | (2,575,038) | 1,857,038 | 679,286 | 396,053 | 53,736 | — | 3,890,876 | | 2022 | 2,054,694 | (1,168,919) | 1,083,521 | — | — | — | — | 1,969,296 |
Pay Versus Performance
| (a) Reflects, for our PEO, the applicable amounts reported in the “Summary compensation table total for PEO” column in the table above and the “Stock awards” column in the Summary Compensation Table, and for the non-PEO named executive officers, the amounts reported in the “Average summary compensation table total for non-PEO named executive officers” column in the table above and the average of the amounts reported in the “Stock awards” column in the Summary Compensation Table, in each case, in each of the fiscal years indicated. |
Pay Versus Performance
| (b) Reflects either (i) the fair value, with respect to our PEO, or (ii) the average of the fair value, with respect to the non-PEO named executive officers, in each case, as of December 31 of the covered fiscal year of awards granted in the covered fiscal year that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year. |
Pay Versus Performance
| (c) Reflects either (i) the change in fair value, with respect to our PEO, or (ii) the average of the change in fair value, with respect to the non-PEO named executive officers, in each case, from December 31 of the prior fiscal year to December 31 of the covered fiscal year of awards granted in a prior fiscal year that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year. |
Pay Versus Performance
| (d) Reflects either (i) the fair value, with respect to our PEO, or (ii) the average of the fair value, with respect to the non-PEO named executive officers, in each case, as of the vesting date of awards granted in the covered fiscal year that also became vested (in whole or in part) during the covered fiscal year. |
Pay Versus Performance
| (e) Reflects either (i) the change in fair value, with respect to our PEO, or (ii) the average of the change in fair value, with respect to the non-PEO named executive officers, in each case, from December 31 of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year. |
Pay Versus Performance
| (f) Reflects, either (i) the fair value, with respect to our PEO, or (ii) the average of the fair value, with respect to the non-PEO named executive officers, in each case, as of the end of the prior fiscal year of awards that were granted in a prior fiscal year but failed to vest and were forfeited in the covered fiscal year. |
Pay Versus Performance
| (4) For each covered fiscal year, represents the value of an investment of $100 as of December 31, 2021 in each of (i) our common shares and (ii) the PHLX Oil Service Sector Index (“OSX”) measured over each of the periods ending on December 31, 2022, 2023, 2024 and 2025. It is assumed that dividends, if any, are reinvested. The OSX, which is the published industry or line-of-business index that we selected for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our 2025 Annual Report, was used as the peer group for purposes of determining the total shareholder return of our peer group in this “Pay Versus Performance” section. |
Pay Versus Performance
| (5) Represents the amount of net income reflected in our consolidated financial statements for each covered fiscal year. |
Pay Versus Performance
| (6) Represents the Company’s Adjusted EBITDA for each covered fiscal year. Attached as Appendix A in this proxy statement is a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure. |
Pay Versus Performance
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return (“TSR”) as a Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR Per $100”)
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Adjusted EBITDA
Relationship Between Compensation Actually Paid and Adjusted EBITDA