DEF 14A of Noble Corp plc
Filed Apr 10, 2024 · FY20230001193125-24-091850
Election of Directors
Election of Directors All of the director nominees named herein will be standing for election or re-election at this Meeting. The Board, based on the recommendation of the nominating and governance committee of the Board (the “Nominating & Governance Committee”), has recommended and nominated Robert W. Eifler, Claus V. Hemmingsen, Alan J. Hirshberg, Kristin H. Holth, Alastair Maxwell, H. Keith Jennings, Ann Pickard and Charles M. Sledge for election or re-election as directors of the Company. All of the director nominees are current members of the Board. All directors are subject to annual re-election at the next annual general meeting of the Company. If elected, all of the director nominees will serve until the 2025 annual general meeting. The individuals nominated for election or re-election at the Meeting will be elected or re-elected (as the case may be) by a simple majority of the votes cast on each resolution at the Meeting in person or by proxy. Approval of each of the resolutions requires the affirmative vote of at least a simple majority of the votes cast on each resolution at the Meeting in person or by proxy.
Election of Directors
| Recommendation Our Board unanimously recommends that you vote FOR the following resolution: Resolution “RESOLVED, That each of Robert W. Eifler, Claus V. Hemmingsen, Alan J. Hirshberg, Kristin H. Holth, Alastair Maxwell, Ann Pickard and Charles M. Sledge be re-elected as a director of the Company and that H. Keith Jennings be elected as a director of the Company. |
Election of Directors
| The Right Board at the Right Time At the conclusion of the Business Combination in the fall of 2022 our Board reflected the diverse background and perspectives from each of the legacy Noble and Maersk Drilling boardrooms. In November of 2023, in our first director appointment to the Board since the Business Combination, we appointed a person who, in addition to his extensive experience in accounting, finance and treasury, identifies as racially diverse. This highly qualified group of professionals is deeply engaged and committed to the Company’s success, with each director offering unique and critical expertise from a range of energy and external industrial settings. Moreover, the strategic planning and execution of our business integration has been significantly enhanced by the collaborative efforts and leadership of this group. |
Election of Directors
Current Director Characteristics
Election of Directors
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Election of Directors
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Election of Directors
Director Nominees (SERVING A TERM EXPIRING AT THE ANNUAL GENERAL MEETING IN 2025) Robert W. Eifler Age 44 Director since 2020 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. 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. Claus V. Hemmingsen Age 61 Director since 2022 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), and Innargi A/S. Mr. Hemmingsen also serves on the Board of A.P. Moller Holding A/S. He formerly served on the board of Maersk Drilling A/S (public). Mr. Hemmingsen studied management at London Business School and Cornell University, and gained an Executive MBA from IMD in 2007. 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 as the Company integrates the Business Combination. Alan J. Hirshberg Age 62 Director since 2021 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 was formerly on the board of McDermott International, Inc. (private). Mr. Hirshberg was formerly on the board of Sitio Royalties (f/k/a Falcon Minerals Corporation (public)). He received Bachelor and Master of Science degrees in Mechanical Engineering from Rice University. 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.
Election of Directors
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Election of Directors
Kristin H. Holth Age 68 Director since 2022 Ms. Holth served as Executive Vice President and Global Head of Ocean Industries in DNB Bank ASA – Norway’s largest financial services group, from 2017 to 2020. She has significant experience in capital markets and funding and held numerous management positions within DNB over the years, including also Global Head of Shipping, Offshore & Logistics for four years and General Manager & Head of DNB Americas for six years. Ms. Holth is currently on the boards of HitecVision A/S (public), Safe Bulkers (public), ABP AS (private), Maersk Tankers (private) and Maersk Supply Service (private). Previously, Ms. Holth served on Maersk Drilling’s board of directors and on the board of GasLog (public). Ms. Holth holds a Bachelor in Economics and Business Administration from BI Norwegian Business School. EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Ms. Holth should serve as a director include her expertise in the areas of finance and treasury, international business, and risk management. She also has extensive experience in the oilfield services business and deep experience as a public company board member. Further, Ms. Holth’s prior service with Maersk Drilling provides business continuity that is of value to the board as the Company integrates the Business Combination. H Keith Jennings Age 54 Director since 2023 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 manufacturer of a diversified slate of specialty branded 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 currently serves 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. 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. Alastair Maxwell Age 60 Director since 2022 Mr. Maxwell is currently CFO of C2X, a renewable methanol company. Mr. Maxwell has served as CFO of Signifier Medical Technologies Ltd., a medical technology company, since November 2020, and has previously held the position as CFO of GasLog Ltd, an owner, operator, and manager of liquefied natural gas carriers, from 2017 until July 2023. Prior to that he worked in the investment banking industry for 29 years, most recently with Goldman Sachs from 2010 to 2016, where he was a partner and Co-Head of the Global Energy Group with responsibility for relationships with a wide range of corporate and other clients. Previously, he was with Morgan Stanley, most recently as Managing Director and Head of Energy in the EMEA region, and with Dresdner Kleinwort Benson in a series of roles in the Utilities and M&A Groups. Previously, Mr. Maxwell served on Maersk Drilling’s board of directors from 2019 to 2022. Mr. Maxwell studied Modern Languages (Spanish and Portuguese) at Worcester College, Oxford. The specific experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Maxwell should serve as a director include his expertise in the areas of accounting, finance and treasury, international business, and risk management. He has also served as a chief financial officer. Further, Mr. Maxwell’s prior service with Maersk Drilling provides business continuity that is of value to the board as the Company integrates the Business Combination. Ann D. Pickard Ms. Pickard retired from Royal Dutch Shell, an oil and gas company, in 2016, having held numerous positions of increasing responsibility during her 15-year tenure with Shell. She last served as Executive Vice President, Arctic and was responsible for Shell’s Arctic exploration efforts. This followed three successful years as Executive Vice President of Shell’s Exploration and Production business and Country Chair of Shell in Australia where she oversaw Gas Commercialization, Manufacturing, Chemicals, Supply and Distribution, Retail, Lubricants, Trading and Shipping, and Alternative Energy. Ms. Pickard was previously Shell’s Regional Executive Vice President for Sub Saharan Africa. Based in Lagos, Nigeria, she was accountable for
Election of Directors
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Election of Directors
Shell’s Exploration & Production, Natural Gas, and Liquefied Natural Gas (LNG) activities in the region. Before that, Ms. Pickard was Director, Global Businesses and Strategy and a member of the Shell Gas & Power Executive Committee with responsibility for Global LNG, Power, and Gas & Power Strategy. Ms. Pickard joined Shell in 2000 after an 11-year tenure with Mobil prior to its merger with Exxon. Ms. Pickard is a director of KBR, Inc. and Woodside Energy Group Ltd. (each public). Ms. Pickard holds a Bachelor of Arts degree from the University of California, San Diego and a Master of Arts degree from the University of Pennsylvania. The specific experience, qualifications, attributes, and skills that led our Board to conclude that Ms. Pickard should serve as a director include her expertise in the areas of administration and human resources, environmental and social responsibility, finance and treasury, international business, legal, operations, and engineering. She also has broad experience in all areas of the energy industry, deep experience as a public company board member, and has served as a chief executive officer. Charles M. Sledge Age 58 Director since 2021 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. (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. Involvement in certain legal proceedings. The Company filed for bankruptcy protection in 2020, see “Explanatory Note” at page V. Mr. Eifler served as a director and executive officer, and Mr. Barker served as an executive officer at the time the petition was filed. Director Designation Right In connection with the closing of the Business Combination, the Company entered into a Relationship Agreement (the “Relationship Agreement”) with APMH Invest A/S (“APMH Invest”), which set forth certain director designation rights of APMH Invest following the Closing Date for the Business Combination. Under the terms of the Relationship Agreement, APMH Invest is entitled to designate (a) two nominees to our Board so long as APMH Invest owns no fewer than 20% of the then outstanding Company shares and (b) one nominee to our board so long as the APMH Invest owns fewer than 20% but no fewer than 15% of the then outstanding Company shares. The Relationship Agreement will terminate once APMH Invest owns fewer than 15% of our outstanding shares. APMH Invest has designated Mr. Hemmingsen as its sole designee under the Relationship Agreement. Except as described above, there is no other arrangement or understanding between or among members of the Board and any other persons pursuant to which he or she was appointed as a member of the Board. None of the members of the Board have any family relationship with any director or executive officer of Noble. There is no relationship between any member of the Board and Noble that would require disclosure pursuant to Item 404(a) of Regulation S-K. Executive Officers Mr. Eifler, our Chief Executive Officer, serves on our Board. For his biography, please refer to “—Director Nominees” on page 10. Caroline M. Alting Ms. Alting was named Senior Vice President of Operational Excellence & Sustainability of Noble in January 2024. Previously, Ms. Alting served as Senior Vice President of Operational Excellence since October 2022. Before joining Noble, Ms. Alting served as Senior Vice President and Head of Integrity and Projects of Maersk Drilling since June 2020. Previously, she served
Election of Directors
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Election of Directors
as Vice President and Head of Engineering and Projects of Maersk Drilling from June 2018. Prior to that, she served in several roles with Maersk Drilling from May 2009, including Deputy Asset Manager, Project Team Lead, and Senior Project Engineer. Before joining Maersk Drilling, Ms. Alting served with Maersk Oil from November 2003 to May 2009. She has served on the Board of Maersk Drilling as an employee elected member since March 2019 and is a member of the Advisory Boards of MCEDD and the IASC/SPE International Drilling Conference. Ms. Alting holds an MSc in Chemistry from the Technical University of Denmark and a PMD from IESE Business School. Richard B. Barker Age 43 Mr. Barker was named Executive Vice President and Chief Financial Officer of Noble in January 2024 and was previously Senior Vice President and Chief Financial Officer since March 2020. He joined Noble following investment banking positions at Moelis & Company which he held from 2019 to 2020 and JPMorgan Chase & Co prior to 2019 where he specialized in oilfield services and equipment. Mr. Barker graduated magna cum laude from Rice University, where he earned a B.A. in Mathematical Economic Analysis and Managerial Studies. Blake A. Denton Age 45 Mr. Denton was named Senior Vice President of Marketing and Contracts of Noble in October 2022. Previously, he served as Director of Marketing and Contracts for Noble from January 2017 until assuming his position as Vice President in March 2020, where he led Noble’s marketing and contracts efforts for the Middle East and India while based in Dubai. Prior to that, Mr. Denton served as our Project Director from March 2012 to January 2017 based in Korea and Houston, and as Project Manager from August 2010 to March 2012 based in Singapore. Before that, he led Noble’s newbuild project electrical engineering efforts for dynamically positioned drilling assets as a consultant based first in Houston and then in Singapore. Before joining Noble, Mr. Denton worked for a Houston-based electrical integration company supplying power generation and controls equipment primarily to the marine and drilling industry worldwide. Mr. Denton Bachelor of Science in Industrial Distribution from Texas A&M University’s College of Engineering. Mikkel Ipsen Age 51 Mr. Ipsen was named Senior Vice President of Human Resources of Noble in January 2024 and was previously Vice President of Human Resources since October 2022. Prior to joining Noble, he served as Vice President and Head of HR Partnering of Maersk Drilling since October 2021. Prior to joining Maersk Drilling, Mr. Ipsen served as Head of Talent Development – Northern Europe & Russia of TotalEnergies, an energy and petroleum company, since January 2020, and as Head of Human Resources – Denmark of TotalEnergies from March 2018 to January 2020. Previously, he held senior positions within human resources at Maersk Drilling, Maersk Oil and TotalEnergies, including working on the integration of Maersk Oil into TotalEnergies. Mr. Ipsen started his career as a line officer in the Danish Armed Forces where he served for 16 years. He holds a Master of Military Studies from the Royal Danish Defence College. Joey M. Kawaja Age 50 Mr. Kawaja was named Senior Vice President of Operations of Noble in October 2022. He has over 25 years of experience in offshore rig operations and project management. Previously, Mr. Kawaja served as Regional Manager – Western Hemisphere, where he led all of Noble’s shorebased and offshore operations in North and South America, from August 2014 until assuming his position as Vice President of Operations in October 2020. Prior to that, Mr. Kawaja served in various roles including Operations Manager, Drilling Superintendent, and Project Manager since joining Noble in 1996. Jennie P. Howard Ms. Howard was named Senior Vice President, General Counsel and Corporate Secretary in April, 2023. Prior to joining Noble, Ms. Howard served as Vice President, Assistant General Counsel and Assistant Corporate Secretary of Kraton Corporation, a specialty chemicals company, with which she was employed from September 2015 to March 2022. Before joining Kraton Corporation, Ms. Howard was a corporate associate with Hunton Andrews Kurth LLP in its Houston, Texas Office. She holds a BA in History and Politics from Durham University in the United Kingdom, and a Juris Doctor degree from American University Law School.
Election of Directors
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Election of Directors
Jennifer Yeung Age 40 Ms. Yeung was named Vice President, Chief Accounting Officer and Controller of Noble in November 2023. Prior to joining Noble, she served at Ernst & Young LLP, an accounting and professional services firm, in various roles of increasing responsibility since January 2007. Most recently, Ms. Yeung served as Audit Managing Director from October 2020 through September 2023, and as Audit Senior Manager from July 2014 through October 2020, serving clients across a range of industries including offshore drilling. Ms. Yeung is a certified public accountant and received a Bachelor of Accountancy and a Bachelor of Business Administration, Finance from Loyola University.
Compensation Philosophy and Objectives
| • | create a strong link between pay and performance with predefined short and long-term performance metrics that place the majority of total compensation at risk; and |
Compensation Philosophy and Objectives
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 those with similar roles within our Peer Group with annual cash compensation generally between the 25th and 50th percentiles of the Benchmark Peer Group, though our NEOs target long-term equity compensation is positioned between the 50th and 75th percentiles, demonstrating our commitment to linking NEO pay and long-term Company performance. Below is an illustration of the target compensation mix for our CEO and other NEOs during 2023.
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 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 our peer group annually to ensure it remains aligned with business strategy, growing size and complexity. As a result of this review the following companies were added to the benchmark peer group: Diamond Offshore Drilling, Inc. and TechnipFMC plc and the following companies were removed from the benchmark peer group: Helix Energy Solutions Group, Inc., Tidewater Inc., and Core Laboratories N.V.
Benchmark Peer Group
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Benchmark Peer Group
| 2023 Benchmark Peer Group: Used as benchmark for comparing each component of compensation program in 2023: | | | | Bristow Group Inc. | Nabors Industries Ltd. | TechnipFMC plc | | ChampionX Corporation | NOV Inc. | Transocean Ltd. | | Diamond Offshore Drilling, Inc. | Oceaneering International, Inc. | Valaris Limited | | Helmerich & Payne, Inc. | Patterson-UTI Energy, Inc. | Weatherford International plc | | MRC Global Inc. | | |
Benchmark Peer Group
The Compensation Committee benchmarks compensation of the NEOs against the compensation of individuals in like positions in 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 committee the flexibility to respond to individual circumstances and offer competitive compensation packages to our executives. TSR Peer Group We use the TSR Peer Group to measure our relative total shareholder return (“TSR”) performance for the vesting of performance-based long-term equity incentives. Our TSR Peer Group is comprised of global oilfield services companies with whom we most directly compete for customers and investor capital. All of these companies are also in our Benchmark Peer Group except for Seadrill, who is a key direct competitor whose executive compensation data is not publicly available for benchmarking purposes. 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. The Compensation Committee will continue to review and assess the composition of the TSR Peer Group for future performance-based awards.
Benchmark Peer Group
| 2023 TSR Peer Group: | | | | Used as the peer group for relative TSR calculations under our 2023 PVRSU awards: | | | | ChampionX Corporation | Oceaneering International, Inc. | Transocean Ltd. | | Diamond Offshore Drilling, Inc. | Seadrill Limited | Valaris Limited | | Helmerich & Payne, Inc. | TechnipFMC plc | Weatherford International plc |
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. In line with our compensation philosophy, target award opportunities generally approximate the middle range of the competitive market, with an opportunity to achieve top quartile payouts for outstanding results or lower quartile payouts for below target results. STIP target award levels are developed based on a combination of factors, including:
How Compensation Components are Determined
| • | the Company’s overall annual bonus pool; and |
How Compensation Components are Determined
| Name | 2023 STIP Target (as a % of Base Salary) | Increase in % compared to 2022 STIP target | | Robert W. Eifler | 125% | 13.6% | | Richard B. Barker | 90% | 0% | | Joey M. Kawaja | 70% | 16.7% | | Blake A. Denton | 60% | 0% | | Caroline M. Alting | 60% | 0% |
How Compensation Components are Determined
2023 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 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.
Customer Satisfaction
Customer Satisfaction Customer Satisfaction is a key driver of shareholder value. 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) in order to assess Company performance. The QPR solicits customer feedback over a number of dimensions and each dimension is scored 0-10 by each customer. The average rating from all customers across all quarters is then taken to determine the annual customer satisfaction score.
Merger
| Component of Performance Bonus | Performance Metric | Weighting of Component | 2023 Target | Actual 2023 Results | Factor | Component Payout (Weighting X Factor) | | Financial Measure | Adjusted Free Cash Flow (1) | 30% | $120-140 million | $196.8 | 1.95 | 0.58 | | Financial Measure | Contact Drilling Margin Less G&A (1) | 30% | 32-33% | 32.3% | 1.00 | 0.30 | | Customer Satisfaction | Customer QPR | 10% | 6.4 | 6.3 | 0.87 | 0.09 | | Safety Performance and Environmental Stewardship Metrics | Consequence Severity Index | 10% | 675 | 686 | 0.97 | 0.10 | | | Sustainability – EEI Dashboards Installed | 10% | 75% | 100% | 2.00 | 0.20 | | Merger | Integration Progression (2) | 10% | Compensation Committee’s discretion | | 2.00 | 0.20 | | | | | | | Award factor | 1.47 |
Merger
| Name | Base Salary as of 12/31/23 | STIP Target | Award Factor (1) | 2023 STIP Payout | | Robert W. Eifler | $900,000X | 125%X | 1.47 | $1,653,750 | | Richard B. Barker | $535,000X | 90%X | 1.47 | $707,805 | | Joey M. Kawaja | $415,000X | 70%X | 1.47 | $427,035 | | Blake A. Denton | $385,000X | 60%X | 1.47 | $339,570 | | Caroline M. Alting | $385,000X | 60%X | 1.47 | $339,570 |
Merger
| (1) Award factor resulted in multiplier of 1.47 overall. Individual performance bonuses may be adjusted upward or downward to reflect merit, individual and team performance and/or additional selected criteria, subject to the approval of the Compensation Committee. For 2023, the Compensation Committee did not make any such individual adjustments. |
Merger
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 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 2024, will be paid in cash upon vesting. The 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. Our policy is to establish long-term incentive award opportunities generally targeted at the middle range of the competitive peer group data, although individual award targets will vary based on role, experience and performance. 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 this range to serve our goals of retaining and incentivizing our executive officers, given that targeted cash compensation falls, on average, at the lower
Merger
| • | market data, |
Merger
| Executive | PVRSU Target Value (1) | TVRSU Target Value (1) | Total Targeted LTIP (1) | | Robert W. Eifler | $3,780,000 | $2,520,000 | $6,300,000 | | Richard B. Barker | $1,200,000 | $800,000 | $2,000,000 | | Joey M. Kawaja | $660,000 | $440,000 | $1,100,000 | | Blake A. Denton | $660,000 | $440,000 | $1,100,000 | | Caroline M. Alting | $660,000 | $440,000 | $1,100,000 |
Merger
| (1) For 2023 grants, the number of units underlying each component of the total targeted 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”) as of the grant date, February 3, 2023. |
Merger
Time-Vested Restricted Stock Units (TVRSU) For 2023, TVRSUs comprised 40% of the annual LTIP grant to our NEOs. TVRSUs vest ratably over a three-year period commencing on the grant date. Upon vesting, TVRSUs are settled in unrestricted shares. Moreover, 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 also support management performance and align management with our shareholders. Performance-Vested Restricted Stock Units (PVRSUs) For 2023, PVRSUs constituted 60% of each NEO’s annual award value. A total of 0% to 200% of the target PVRSUs awarded will vest based on the achievement of specified performance criteria 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 to vest. Any PVRSUs that do not vest are forfeited. Upon vesting, PVRSUs are settled in unrestricted shares.
Merger
| (1) Absolute TSR (“ATSR”) and relative TSR (“RTSR”) over the three-year performance period are assessed under the matrix shown below. For RTSR, performance will be assessed against the TSR Peer Group. For purposes of the TSR calculations, the starting price is the closing share price on the first trading day in 2023 (January 3, 2023) and the ending price will be calculated using the average price over the 20 trading-days prior to the end of the performance period. |
Merger
| Total Utilization Matrix | | | | | | Strategic Goals Peer Group Percentile (a) | ≤ 25th | 25th < > 50th | 50th < > 75th | ≥75th | | Payout | 0% | 50% | 100% | 150% |
Merger
| (a) The Strategic Goals Peer Group consists of the following companies: Diamond Offshore Drilling Inc., Transocean Ltd., Seadrill Limited and Valaris plc. |
Merger
Hedging and Pledging; Securities Trading Policy Our stock trading policy prohibits the purchase by our directors or executive officers of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of equity securities of the Company held, directly or indirectly, by any director or executive officer. Our stock trading policy prohibits pledging of any Company stock as security by our directors or executive officers and the establishment or use of a margin account with a broker-dealer for the purpose of buying or selling securities of the Company. The Company’s policy on trading in Company shares also prohibits directors, officers, employees and agents from purchasing, selling or gifting Company securities while in possession of any material information about the Company or its operations that has not been publicly disclosed. As such, and in addition to our pre-clearance procedures, directors, officers and certain designated employees and consultants are prohibited from buying, selling or gifting Company securities during our quarterly blackout periods (which prohibit trading or gifting in our shares during the period around the end of our quarterly reporting periods until we have announced our results and the market has had an appropriate amount of time to incorporate the performance information in our stock price) and during certain situation-specific blackout periods in which developments known to the Company have not yet been disclosed to the public. However, the Company does permit directors, officers or employees to enter into Rule 10b5-1 sales or purchase plans in accordance with SEC regulations and our pre-clearance procedures if they so desire. 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. The Company stock trading policy is filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2023. Clawback Provisions In October 2023, the Board adopted a new clawback policy which covers all current and former executive officers. Pursuant to the policy, the Company will recoup any excess incentive compensation received (whether in cash or equity) by any covered executive officer during the three fiscal years preceding any required restatement of the Company’s reported financial results due to material noncompliance with any financial reporting requirement under the federal securities laws. The Company’s clawback policy is filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2023. This clawback policy is in addition to any other recovery rights provided under applicable law. Employment Agreements & Severance Plans Employment Agreements We previously entered into employment agreements (the “Employment Agreements”) with certain executive officers, including Messrs. Eifler, Barker, Kawaja and Denton effective as of February 5, 2021 (the “Employment Date”). On August 2, 2023, the Company adopted an Executive Change in Control Severance Plan and an Executive Severance Plan (together the “Severance Plans”) which are filed as Exhibits to our Annual Report on Form 10-K for the year ended December 31, 2023. Each of the Employment Agreements terminated as of February 5, 2024. Accordingly, as of such date any severance benefits to be received by Messrs. Eifler, Barker, Kawaja and Denton will be determined in accordance with the Severance Plans. Under the terms of the employment agreements (as in effect on December 31, 2023), in the event either of Messrs. Eifler or Barkers’ employment were terminated without “cause” or the executive resigned for “good reason” (as such terms are defined in their respective employment agreements), each was entitled to receive a severance payment equal to (i) 24 months’ of base salary and annual target bonus, (ii) the cost of 18 months’ of COBRA continuation coverage for the executive and any covered dependents, (iii) the annual bonus for the previous year, to the extent not yet paid, (iv) a pro rata bonus for the year of separation, and (v) six months of outplacement services. If such termination occurred in connection with a change in control, each of Messrs. Eifler and Barker were entitled to payment equal to an additional 12 months’ of annual base salary and annual target bonus. In the event the employment of either of Messrs. Kawaja or Denton was terminated without cause, they would have been entitled to a severance payment equal to (i) six months of their annual base salary and fifty percent of their annual target bonus, (ii) the cost of 18 months of COBRA continuation coverage, (iii) the annual bonus for the previous year, to
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the extent not yet paid (iv) a pro rata bonus for the year of separation, and (v) six months of outplacement services. If such termination occurred in connection with a change in control, or if they resigned for good reason in connection with a change in control, they would have been entitled to receive the benefits listed above, except that they would receive an additional 6 months of annual base salary and their full annual target bonus. In exchange for receiving severance, each of the executives would have been required to sign a release agreement and be subject to certain restrictive covenants. In the event Messrs. Eifler, Barker, Kawaja or Denton had their employment terminated as a result of their death or disability, they would have been entitled to the annual bonus for the previous year, to the extent not yet paid and vested amounts or benefits under any plan, program, or agreement. Additionally, the employment agreements provided that if any portion of the payments or benefits provided in connection with a change in control (whether or not pursuant to an employment agreement) became subject to the excise tax under Section 4999 of the Internal Revenue Code, then the payments and benefits would have been reduced to the extent such reduction would result in a greater after-tax benefit to the executive. Ms. Alting is party to an employment agreement entered into in connection with her hiring in December of 2022 (the “Alting Employment Agreement”). Until December 2024, Ms. Alting is entitled to receive the greater of the (i) severance benefits available under her employment agreement and (ii) those provided by the Severance Plans. After December 20, 2024, any severance benefits to be received by Ms. Alting will be determined in accordance with the Severance Plans. If Ms. Alting experiences a “qualifying termination” (as defined in the Alting Employment Agreement), she is entitled to receive the following:
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| • | any unpaid annual cash bonus earned under the Company’s bonus plan for the fiscal year prior to the year of termination; |
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| • | a pro-rata annual cash bonus for the year of termination; |
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| • | 3 months statutory seniority compensation, which includes 3 months base salary, bonus and the value of all benefits, payable in the final month of the 12-month notice period; |
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| • | enhanced severance pay equal to 50% of the sum of her annual base salary and annual target bonus, payable in the final month of the 12-months notice period; |
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| • | full vesting of all outstanding time-vested equity awards; and |
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| • | 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 and performance measures, actual performance of the Company over the full performance period and pro-rated. |
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| • | Her annual target bonus, or a portion thereof, at the discretion of the Compensation Committee; |
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| • | full vesting of all outstanding time-vested equity awards, and |
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| • | 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 and performance measures, actual performance of the Company over the full performance period and pro-rated. |
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If Ms. Alting experiences a “qualifying termination” within the 24-month anniversary of a “change in control” (as defined under the Executive Change in Control Severance Plan), she will be entitled to the Executive Change in Control Severance Plan Benefits described below. Executive 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 the participant experiences a “qualifying termination” (as defined under the Executive Severance Plan), the terminated executive is entitled to receive the following:
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| • | 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; |
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| • | full vesting of all outstanding time-vested equity awards; and |
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| • | 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 and performance measures, actual performance of the Company over the full performance period and pro-rated. |
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If an executive experiences a “qualifying termination” within the 24-month anniversary of a “change in control” (as 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 same severance benefits as they would receive under the Executive Severance Plan, except that (1) the severance multiple is greater, (2) COBRA coverage will extend for up to 18 months, and (3) all outstanding performance-based equity awards will accelerate and vest at target.
COMPENSATION COMMITTEE
| 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 & CEO | | | | | | | | | | 2023 | $883,333 | $8,004,972 | $1,653,750 | — | $44,315 | $10,586,370 | | | 2022 | $800,000 | $6,851,915 | $686,400 | — | $36,152 | $8,374,467 | | | 2021 | $784,375 | $23,298,341 | $1,179,200 | — | $8,600 | $25,270,516 | | Richard B. Barker, Executive VP & CFO | | | | | | | | | | 2023 | $525,000 | $2,541,220 | $707,805 | — | $40,983 | $3,815,008 | | | 2022 | $475,000 | $2,141,258 | $333,450 | — | $30,507 | $2,980,215 | | | 2021 | $475,000 | $6,395,905 | $477,375 | — | $5,888 | $7,354,168 | | Joey M. Kawaja, Senior VP of Operations | | | | | | | | | | 2023 | $408,333 | $1,397,698 | $427,035 | $24,804 | $36,758 | $2,294,628 | | | 2022 | $341,000 | $1,345,936 | $175,500 | — | $30,110 | $1,892,546 | | | 2021 | $330,000 | $2,874,564 | $265,320 | — | $8,870 | $3,478,754 | | Blake A. Denton, Senior VP, Marketing and Contracts | | | | | | | | | | 2023 | $377,500 | $1,397,698 | $339,570 | — | $38,480 | $2,153,248 | | | 2022 | $309,778 | $1,345,936 | $159,120 | — | $30,543 | $1,845,376 | | | 2021 | $300,000 | $2,874,564 | $241,200 | — | $8,333 | $3,424,097 | | Caroline M. Alting, Senior VP, Operations Excellence and Sustainability | | | | | | | | | | 2023 | $379,167 | $1,397,698 | $339,570 | — | $144,824 | $2,261,259 |
2023 Pay versus Performance Table
2023 Pay versus Performance Table
2023 Pay versus Performance Table
| | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for First CEO (1) ($) | Summary Compensation Table Total for Second or Only CEO (2) ($) | Compensation Actually Paid to First CEO ($) | Compensation Actually Paid to Second or Only CEO ($) | Average Summary Compensation Table Total for Non-CEO NEOs (3) ($) | Average Compensation Actually Paid to Non-CEO NEOs (4) ($) | Total Shareholder Return (5) ($) | Peer Group Total Shareholder Return (6) ($) | Net Income ($) | Adjusted Free Cash Flow (7) ($) | | 2023 | | 10,586,370 | | 34,564,735 | 2,631,036 | 6,103,833 | 129.51 | 129.88 | 482 | 197 | | 2022 | | 8,374,467 | | 33,943,858 | 2,261,706 | 7,091,051 | 152.36 | 127.17 | 169 | 165 | | 2021 | | 25,270,516 | | 38,425,385 | 5,033,297 | 7,445,966 | 100.24 | 79.17 | 352 | (95) | | 2020 | 7,222,019 | 4,882,286 | 2,100,895 | 3,316,957 | 1,887,617 | 1,057,824 | N/A | N/A | (3,987) | 151 |
2023 Pay versus Performance Table
| (1) The Company had two CEOs during 2020. Effective as of the close of the Company’s Annual General Meeting of Shareholders held on May 21, 2020, Julie J. Robertson stepped down from her positions of President and Chief Executive Officer of the Company and transitioned to the position of Executive Chairman and Mr. Eifler, who formerly served as Senior Vice President—Commercial, succeeded Ms. Robertson as President and Chief Executive Officer. On February 5, 2021, when the Company successfully completed its financial restructuring and the Debtors emerged from the Chapter 11 Cases, Ms. Robertson retired from her position as Executive Chairman. |
2023 Pay versus Performance Table
| (2) The dollar amounts reported in this column are the amounts reported for Robert Eifler (the Company’s Chief Executive Officer) for each of the corresponding years in the “Total” column of our Summary Compensation Table. Refer to the “Summary Compensation Table”. |
2023 Pay versus Performance Table
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs are a group (excluding Mr. Eifler and Ms. Robertson, as applicable) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs for each applicable year are as follows: |
2023 Pay versus Performance Table
| • | 2023: Richard B. Barker, Joey M. Kawaja, Blake A. Denton and Caroline M. Alting |
2023 Pay versus Performance Table
| • | 2022: Richard B. Barker, William E. Turcotte, Joey M. Kawaja and Blake A. Denton |
2023 Pay versus Performance Table
| • | 2021: Richard B. Barker, William E. Turcotte, Joey M. Kawaja and Blake A. Denton |
2023 Pay versus Performance Table
| • | 2020: Richard B. Barker, William E. Turcotte, Joey M. Kawaja, Barry Smith and Stephen M. Butz |
2023 Pay versus Performance Table
| (4) The dollar amounts reported in this column represent the amount of “compensation actually made” 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 for each year, adjusted as shown below. 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. |
2023 Pay versus Performance Table
| Noble Corporation plc 2024 Proxy Statement | 53 |
2023 Pay versus Performance Table
| Compensation Actually Paid | | | | | CEO | Non-CEO NEOs | | | 2023 | 2023 | | Summary Compensation Table Total | 10,586,370 | 2,631,036 | | Less, value of “Stock Awards” reported in Summary Compensation Table | (8,004,972) | (1,683,578) | | Less, Change in Pension Value reported in Summary Compensation Table | — | (6,201) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 9,410,078 | 1,975,142 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | — | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 6,166,644 | 1,022,557 | | Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | 16,406,615 | 2,164,877 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | — | | Compensation Actually Paid | 34,564,735 | 6,103,833 |
2023 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. Legacy Noble filed its petition for bankruptcy and delisted from the NYSE on July 31, 2020 and therefore, in accordance the rules of the SEC, the Company is not providing a TSR or Peer Group TSR for 2020. |
2023 Pay versus Performance Table
| (6) The peer group used for this purpose is the OSX index. |
2023 Pay versus Performance Table
| (7) Adjusted Free Cash Flow for 2023 is equal to adjusted EBITDA minus capital expenditures, minus cash interest expense, minus cash taxes, plus or minus changes in working capital, plus or minus certain non-recurring items and adjusted to exclude rig sale proceeds. Adjustments to 2020 – 2022 free cash flow also removed merger and integration related costs, but those were included in the calculations for 2023. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures. |
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 | 2023 ($) | | 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 (2) | $4,000 |
Director Compensation Program
| (1) The annual deferred cash/equity retainer is awarded in the form of restricted stock units, which vest one year from the date of grant, and is payable 60% in shares of the Company and 40% in cash based on the cash value underlying shares on the date of vesting. |
Director Compensation Program
| (2) The international travel fee was approved by the Board of Directors, upon recommendation by the Compensation Committee, in August 2022, in consideration of the international residency composition of the post-Business Combination Board of Directors. |
Director Compensation Program
We also reimburse directors for travel, lodging and related expenses they may incur in attending Board and committee meetings, and for related activities in connection with their duties as directors. Our directors do not receive any additional compensation from the Company in the form of retirement or deferred compensation plans or otherwise.
Director Compensation Program
| 56 | 2024 Proxy Statement Noble Corporation plc |
Director Compensation Program
| Director Compensation |
Director Compensation for 2023
Director Compensation for 2023 The following table shows the compensation of the non-employee directors of Noble for the year ended December 31, 2023.
Director Compensation for 2023
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) (4) | | Charles M. Sledge | $181,250 | $258,856 | — | $440,106 | | Claus V. Hemmingsen | $134,000 | $195,371 | $669 | $330,040 | | Alan J. Hirshberg | $134,000 | $195,371 | — | $329,371 | | Kristin H. Holth | $131,284 | $195,371 | $669 | $327,324 | | H. Keith Jennings (5) | $13,777 | $38,354 | — | $52,131 | | Alastair Maxwell | $133,996 | $195,371 | $669 | $330,036 | | Ann D. Pickard | $138,457 | $195,371 | — | $333,828 |
Director Compensation for 2023
| (1) Includes all cash retainer fees paid and international meeting attendance fee. Fee changes from 2022 to 2023 were implemented April 1, 2023. |
Director Compensation for 2023
| (2) Represents the aggregate grant date fair value of the awards completed in accordance with FASB ASC Topic 718. Represented (1) 4,970 units for each of Messrs. Hemmingsen, Hirshberg, Maxwell and Ms. Holth and Pickard, (2) 6,585 units for Mr. Sledge and (3) 859 units for Mr. Jennings. For 2023, the number of units was determined using a 7-day volume weighted average price of our shares on the NYSE. |
Director Compensation for 2023
| (3) The amounts disclosed in this column are Dividend Equivalent Rights, which were paid out to the directors in connection with the vesting of their TVRSUs on 3 October 2023. |
Director Compensation for 2023
| (4) Director total compensation varies based upon whether such director is a chairperson of the board or a committee. |
Director Compensation for 2023
| (5) Joined our Board effective November 22, 2023. |
Director Compensation for 2023
| Noble Corporation plc 2024 Proxy Statement | 57 |
Director Compensation for 2023
Auditors
Executive Director Severance Arrangement
| F. | 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 and performance measures, actual performance of the Company over the full performance period and pro-rated. |
CEO Pay Ratio
CEO Pay Ratio As at 31 December 2023, 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.
CEO Pay Ratio
| Noble Corporation plc 2024 Proxy Statement | B-15 |