DEF 14A of Weatherford International plc
Filed Apr 21, 2026 · FY20250001193125-26-166847
AGM AGENDA ITEM 1 – THE ELECTION OF DIRECTORS PROPOSAL
AGM AGENDA ITEM 1 – THE ELECTION OF DIRECTORS PROPOSAL The Board of Directors recommends that you vote “FOR” each nominee for re-election as a director. Upon the recommendation of the Nominating and Governance Committee, the Board has nominated the following six nominees to be elected as directors at the AGM: Steven Beringhause, Benjamin C. Duster, IV, Neal P. Goldman, Jacqueline C. Mutschler, Charles M. Sledge and Girishchandra K. Saligram. Each director is an existing director who, in accordance with the Weatherford-Ireland Articles, shall retire from their position as a director at the AGM and be eligible for re-election. All of the non-employee nominees for director (i.e., all of the nominees other than Mr. Saligram) are independent under Nasdaq rules and listing standards. Each director elected will serve (unless his or her office is earlier vacated in accordance with the Weatherford-Ireland Articles) for a one-year term concluding at the later of (a) the 2027 AGM, and (b) subject to Article 155 of the Weatherford-Ireland Articles, until his or her successor is elected and qualified. All of our nominees have consented to serve as directors. Our Board has no reason to believe that any of the nominees will be unable to act as a director.
DIRECTOR NOMINEE BIOGRAPHIES
DIRECTOR NOMINEE BIOGRAPHIES As set forth in our corporate governance principles, when evaluating our directors in consideration for re-election, “directors will be evaluated based on their history of attendance at Board and committee meetings as well as contributions and effectiveness at such meetings. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an extended period of time.”
DIRECTOR NOMINEE BIOGRAPHIES
| AGE: 60 DIRECTOR SINCE: July 2024 COMMITTEES: Compensation and Human Resources Safety, Environment and Sustainability OTHER PUBLIC COMPANY BOARDS: None | STEVEN BERINGHAUSE Background Steven Beringhause has extensive experience managing advanced technology for commercial applications and leading businesses due to his many years with Sensata Technologies, a spin-off of Texas Instruments, where he served as the Chief Technology Officer from 2015 through 2020. Mr. Beringhause held the role of Executive Vice President of Performance Sensing from 2013 through 2017, leading Sensata’s largest business unit. He joined Sensata’s predecessor company, Texas Instruments, in 1988, and held a series of positions of increasing responsibility and oversight in the engineering function, where he helped shift the company’s focus to a new range of safety sensors for automotive and commercial vehicle applications. He previously served as a director of Meritor Inc. from December 2019 through its acquisition by Cummins Inc. in 2022. Mr. Beringhause adds significant experience in global technology to the Board, as well as a deep background in executive leadership and operational management. Mr. Beringhause also brings to the Board extensive experience leading business transformation and growth, including scaling new businesses, integrating technology into core strategy, and institutionalizing operational discipline. Education Massachusetts Institute of Technology, Master of Science and a Bachelor of Science in mechanical engineering |
DIRECTOR NOMINEE BIOGRAPHIES
| AGE: 65 DIRECTOR SINCE: June 2020 COMMITTEES: Audit Compensation and Human Resources (Chair) Nominating and Governance OTHER PUBLIC COMPANY BOARDS: Expand Energy | BENJAMIN C. DUSTER, IV Background Benjamin C. Duster, IV is the Founder and CEO of Cormorant IV Corporation, LLC, a consulting firm specializing in operational turnarounds and organizational transformations (founded in 2014). He is a 30-year veteran of Wall Street with extensive experience in M&A and Strategic Advisory Services in both developed and emerging markets. Mr. Duster currently serves on the board of directors of Expand Energy Corporation (formerly Chesapeake Energy), where he serves on the audit and compensation committees. Mr. Duster previously served on the board of directors of Diamond Offshore Drilling Inc. and Alaska Communications Systems Group, Inc. Mr. Duster also serves as CEO of Mobile Technologies Inc., a global retail security, smart locks and technology support services company. Mr. Duster’s background as a transformative leader, combined with his depth of experience in finance, corporate governance and M&A, provide necessary insight to our Board. Mr. Duster also brings significant public company board leadership experience, including overseeing financial controls, instilling capital discipline, and enhancing corporate governance at public companies following periods of strategic and operational transformation. Education Yale University, BA in Economics (Applied Math minor) with Honors Harvard Law School, Juris Doctorate Harvard Business School, MBA |
DIRECTOR NOMINEE BIOGRAPHIES
| AGE: 56 DIRECTOR SINCE: December 2019 COMMITTEES: Audit (Vice Chair) Compensation and Human Resources Nominating and Governance (Chair) OTHER PUBLIC COMPANY BOARDS: Talos Energy Inc. TPI Composites, Inc. FAT Brands Inc. | NEAL P. GOLDMAN Background Neal P. Goldman has over 25 years of experience in investing and working with companies to maximize shareholder value. Since 2013, he has been the Managing Member of SAGE Capital Investments, LLC, a consulting firm specializing in independent board of director services, restructuring, strategic planning and transformations for companies in multiple industries including energy, technology, media, retail, gaming and industrials. Prior to 2013, he was a Managing Director at Och-Ziff Capital Management, LP and a Founding Partner of Brigade Capital Management, LLC, which he helped build to over $12 billion in assets under management. Mr. Goldman currently serves as Chairman of the Board of Talos Energy Inc., where he chairs the nominating and governance committee and is a member of the audit committee. He is also a member of the TPI Composites, Inc. and FAT Brands Inc. boards of directors. He previously served on the boards of directors of iRobot Corporation, Diamond Offshore Drilling, Inc., KL Discovery Inc., ModivCare Inc., Core Scientific, Inc., Mallinckrodt plc, Redbox Entertainment Inc. and Ultra Petroleum. Mr. Goldman’s extensive public company board experience and deep background in strategic planning, financial management and corporate turnaround consulting across multiple industries adds an important perspective to the Board. Through his service on the boards of companies at various stages of the business life cycle, Mr. Goldman also possesses significant experience in overseeing strategy, financial performance and corporate governance. Education University of Michigan, BA University of Illinois, MBA |
DIRECTOR NOMINEE BIOGRAPHIES
| AGE: 64 DIRECTOR SINCE: December 2019 COMMITTEES: Compensation and Human Resources Nominating and Governance Safety, Environment and Sustainability (Chair) OTHER PUBLIC COMPANY BOARDS: Antero Resources Corporation | JACQUELINE C. MUTSCHLER Background Jacqueline C. Mutschler has over 30 years of business and technology experience in the energy industry. She held a range of strategic, operational and technology roles at BP plc that spanned its international businesses. Her most recent appointment at BP was the SVP of Upstream Technology. Since her retirement from BP in 2014, she has provided independent consulting for the energy and technology industries. Ms. Mutschler has been a member of the Antero Resources Corporation board of directors since 2020, where she currently serves on the compensation, audit, nominating and corporate governance, conflicts, and environmental and safety committees. Ms. Mutschler brings extensive executive leadership, operational experience and corporate governance skills to the Board. Her experience in commercial management and application of research and development, as well as her deep knowledge of the oil and gas industry, provide valuable insight to the Board. Education Wright State University, B.S., Geology/Geophysics Stanford University, Executive Education Program Massachusetts Institute of Technology, Executive Education Program |
DIRECTOR NOMINEE BIOGRAPHIES
| AGE: 60 DIRECTOR SINCE: December 2019 COMMITTEES: Chairperson of the Board Audit (Chair) Safety, Environment and Sustainability OTHER PUBLIC COMPANY BOARDS: Noble Corporation plc Talos Energy Inc. New Fortress Energy Inc. | CHARLES M. SLEDGE Background Charles M. Sledge previously served as the CFO 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 as the Non-Executive Chairman of the board of directors of Noble Corporation plc, where he serves on the audit, nominating and governance and compensation committees. He also serves as a member of the board of directors for Talos Energy Inc., where he chairs the compensation committee and is a member of the nominating committee. He is also a member of the board of directors of New Fortress Energy, Inc., where he serves on the compensation committee. He previously served on the board of directors of Vine Energy, Inc. (which was acquired by Chesapeake Energy Corporation). Mr. Sledge’s extensive knowledge of the energy business combined with his financial expertise provide necessary insight to our Board, and Mr. Sledge’s extensive experience on public and private boards of directors where he has overseen financial controls, instilled capital discipline, and enhanced corporate governance allow him to provide strong leadership for our Board. Education Louisiana State University, B.S. in Accounting Harvard Business School, Advanced Management Program |
DIRECTOR NOMINEE BIOGRAPHIES
| AGE: 54 DIRECTOR SINCE: October 2020 COMMITTEES: Safety, Environment and Sustainability OTHER PUBLIC COMPANY BOARDS: None | GIRISHCHANDRA K. SALIGRAM Background Girishchandra K. Saligram joined Weatherford as our President and CEO in October 2020. Before joining Weatherford, Mr. Saligram served Exterran Corporation, a global systems and process company offering solutions in the oil, gas, water and power markets, as Chief Operating Officer and previously as President, Global Services after joining the company in 2016. Prior to Exterran Corporation, Mr. Saligram spent 20 years with GE in positions of increasing responsibility as a functional and business leader in industry sectors across the globe, including his last position as General Manager, Downstream Products & Services for GE Oil & Gas. Prior to that, Mr. Saligram led the GE Oil & Gas Contractual Services business based in Florence, Italy. Before his eight years in the oil and gas sector, Mr. Saligram spent 12 years with GE Healthcare in engineering, services, operations, and other commercial roles. Education Bangalore University, B.E, Computer Science & Engineering Virginia Polytechnic Institute and State University, M.S., Computer Science Northwestern University, Kellogg Graduate School of Management, M.B.A. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We use a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on the Board. In setting independent director compensation, we consider the size of the Board, the significant amount of time that directors expend in fulfilling their duties to the Company, as well as the level of knowledge and experience that we expect from each member of our Board. Our Compensation and Human Resources Committee is responsible for reviewing the compensation paid and granted to our independent directors and recommending any changes for approval by the Board. Our Compensation and Human Resources Committee has retained Lyons, Benenson & Company Inc. (“LB&Co.”) as its independent compensation consultant to advise on non-employee director compensation matters. For 2025, following an analysis and comprehensive review of our non-employee director compensation program by LB&Co., on the recommendation of the Compensation and Human Resources Committee, the Board determined to leave the annual retainer and standing committee fee structure unchanged, except to alter the timing of the equity retainer to be awarded in March instead of January. To account for the delay, the Board made a one-time adjustment to the 2025 equity retainer to reflect compensation for 14 months instead of 12 months. Equity retainer awards in future years are expected to continue to be awarded in March and will reflect 12 months of service. The compensation structure for our directors is shown below: Cash Compensation
DIRECTOR COMPENSATION
| Position | Cash Retainer ($) | | Non-Executive Chairman of the Board | 145,000 | | Board Member | 100,000 | | Additional Retainers | | | Audit Committee Chair | 20,000 | | Compensation and Human Resources Committee Chair | 15,000 | | Nominating and Governance Committee Chair | 10,000 | | Safety, Environment and Sustainability Committee Chair | 15,000 | | Audit Committee Member | 10,000 | | Compensation and Human Resources Committee Member | 7,500 | | Nominating and Governance Committee Member | 5,000 | | Safety, Environment and Sustainability Committee Member | 7,500 |
DIRECTOR COMPENSATION
The above retainers are designed to cover up to 10 meetings per year for the Board or any of its regular standing committees, respectively. An additional fee of $1,500 per meeting is typically paid to each director for meetings exceeding that threshold. Cash retainers are paid quarterly, in advance. Equity Compensation
DIRECTOR COMPENSATION
| Position | 2025 Target Value (12 Months) ($) | 2025 Target Value (14 Months)(1) ($) | | Non-Executive Chairman of the Board | 321,200 | 374,733 | | Board Member | 220,000 | 256,667 |
DIRECTOR COMPENSATION
| (1) The 2025 equity retainer was awarded in March instead of January as in prior years. To account for the delay, the Board made a one time adjustment to the 2025 equity retainer to reflect compensation for 14 months instead of 12 months. |
DIRECTOR COMPENSATION
In 2025, the equity component of compensation was again structured as grants of restricted share units (“RSUs”) vesting on the first anniversary of the grant date with accelerated vesting in the event of death, disability, a change in control or a failure to be re-elected.
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION The following table sets forth the compensation earned by each of our independent directors for the year ended December 31, 2025. Information about Mr. Saligram, who serves as a non-independent director and as our President and CEO, is listed in the 2025 Summary Compensation Table in this Proxy Statement.
2025 DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash(1) | Share Awards(2) | All Other Compensation | Total | | Charles M. Sledge | $174,000 | $374,085 | $— | $548,085 | | Steven Beringhause | $116,500 | $256,198 | $— | $372,698 | | Benjamin C. Duster, IV | $131,500 | $256,198 | $— | $387,698 | | Neal P. Goldman | $129,000 | $256,198 | $— | $385,198 | | Jacqueline Mutschler | $129,000 | $256,198 | $— | $385,198 |
2025 DIRECTOR COMPENSATION
| (1) Fees earned or paid in cash include $1,500 extra meeting fees for each director to reflect the one additional meeting held in 2025 in excess of 10 meetings contemplated in the annual retainer. See “Director Compensation—Cash Compensation” above for more information. |
2025 DIRECTOR COMPENSATION
| (2) Each non-executive director other than Mr. Sledge was awarded 4,566 RSUs on March 7, 2025 at a grant date fair value of $56.11 per share, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) — Compensation — Stock-Based Compensation (Topic 718)(“FASB ASC Topic 718”). Mr. Sledge, as the non-executive Chairperson of the Board, was awarded 6,667 RSUs on March 7, 2025 at a grant date fair value of $56.11 per share. The Committee retains discretion under the 2019 EIP to settle a portion of the directors’ RSUs in cash, and has done so in the past in amounts reasonably designed to cover the directors’ estimated tax obligations associated with the vesting. On March 7, 2026, the cash settlement of a portion of the awards described in the table above resulted in a gain in value of $88,109 for Mr. Sledge, and $60,358 for Messrs. Beringhause, Duster and Goldman and Ms. Mutschler. |
2025 DIRECTOR COMPENSATION
As of December 31, 2025, the aggregate outstanding number of unvested RSUs held by each non-employee director is set forth below.
2025 DIRECTOR COMPENSATION
| Name | Aggregate Number of RSUs Awarded and Outstanding at December 31, 2025 (#) | | Charles M. Sledge | 6,667 | | Steven Beringhause | 4,566 | | Benjamin C. Duster, IV | 4,566 | | Neal P. Goldman | 4,566 | | Jacqueline Mutschler | 4,566 |
Reinforcing Pay-for-Performance
Reinforcing Pay-for-Performance Our 2025 compensation outcomes demonstrate that executive pay remains meaningfully aligned with Company performance and market conditions. Financial metrics, particularly adjusted EBITDA* and adjusted free cash flow,* represent the majority of our short-term incentive opportunity, reinforcing the importance of profitability, liquidity, and disciplined capital allocation to our compensation program. Our short-term incentive framework ensures:
Reinforcing Pay-for-Performance
| • | Payouts reflect actual performance against those targets; |
Reinforcing Pay-for-Performance
| • | Safety performance may reduce payouts where appropriate; and |
Reinforcing Pay-for-Performance
| • | Maximum payouts are capped. |
COMPENSATION PROGRAM OVERVIEW
| • | Promote long-term value creation and growth strategies; and |
COMPENSATION PROGRAM OVERVIEW
| • | Ensure line-of-sight toward the key performance measures that are indicative of Company profitability and gains in shareholder value. |
COMPENSATION PROGRAM OVERVIEW
| • | Reflects competitive market practices in both compensation plan design and compensation opportunities; |
COMPENSATION PROGRAM OVERVIEW
| • | Emphasizes absolute and relative financial results through the combination of our short- and long-term incentive plans; and |
COMPENSATION PROGRAM OVERVIEW
| Compensation Element | Description | Underlying Principles | | Base Salary | • Fixed cash compensation that is predicated on responsibility, skills, experience and market alignment | • Attract and retain high caliber talent with a competitive level of stable compensation • Provide a solid foundation for a market competitive compensation package | | Short-Term Incentive Plan | • Annual cash compensation award tied to the achievement of pre-determined short-term performance goals approved annually by the Committee | • Reward achievement of corporate, business unit (where applicable), and individual NEO goals and contributions to the Company • Promote line-of-sight toward the Company’s real-time profitability • Motivate the achievement of quantitative performance goals | | Long-Term Incentive Plan | • Equity awards granted to our NEOs in a combination of time-vested restricted share units (“RSUs”) and performance share units (“PSUs”) | • Reward performance that drives long-term shareholder value creation and sustained results across industry cycles and market changes • Promote retention through an annual equity grant program with long-term vesting schedules • Align executive and shareholder interests |
COMPENSATION PROGRAM OVERVIEW
| What We Do | | What We Do Not Do | | | | Pay-For-Performance — We align the interests of our executives and shareholders through the use of performance-based annual cash incentive compensation and performance-based long-term equity incentive compensation. | | Automatic Salary Increases or Guaranteed Bonus Payments | | | Double-Trigger Change in Control — A “change in control” by itself is not sufficient to trigger payments, it must also be accompanied by a qualifying termination. | | Income or Excise Tax Gross Ups | | | Clawback Policies — We have a comprehensive executive officer clawback policy regarding the recoupment of incentive-based compensation in the event of a financial restatement in accordance with applicable law and Nasdaq listing requirements. We also maintain the discretionary ability to clawback incentive-based compensation if an executive engages in “detrimental activity.” | | Permit Pledging or Hedging of our Securities — We maintain robust anti-pledging and anti-hedging policies that prohibit any short sale activities by our NEOs and independent directors. | | | Share Ownership Guidelines — We maintain rigorous and competitive share ownership guidelines for directors and executive officers, including the requirement that our CEO accumulate a holding of 10 times his base salary; that our other NEOs accumulate 5 times their base salaries; and that our independent directors accumulate 8 times their annual cash retainers. | | Provide Defined Benefits / Supplemental Retirement Plans | | | Annual Risk Assessment — LB&Co. conducts an annual comprehensive risk analysis of our executive compensation program to ensure that our program does not encourage inappropriate risk-taking. | | No Plan Design Features that Encourage Excessive or Imprudent Risk Taking |
THE COMPENSATION SETTING PROCESS
THE COMPENSATION SETTING PROCESS The Committee oversees our executive compensation program and reviews the design of our compensation program at least annually to assess whether any changes are indicated by market practice or best governance standards. The Committee’s Charter, which documents its authority and responsibilities, is available on the Investor Relations page on the Company’s website by clicking Company Information, Corporate Governance and then Corporate Documents. The Role of the Compensation and Human Resources Committee Structure of the Committee: Currently, the Committee consists of four members of the Board, each of whom qualifies as independent and non-employee directors under Nasdaq listing standards and applicable securities laws. We recognize the value of the independent directors’ perspectives on the Board and, as such, the non-executive Chairman of the Board, though not an official member of the Committee, generally participates in all Committee meetings. In 2025, the Committee held eight meetings, the majority of which ended with an executive session without management present. Decision Making: The primary goal of the Committee is to fulfill the Board’s oversight responsibilities related to designing, implementing and monitoring the Company’s compensation philosophy, strategy and programs. In discharging its duties and determining compensation for our executive officers, the Committee considers, among other things, each executive officer’s position, responsibilities, experience, expertise, knowledge and qualifications; market factors; the industry in which we operate and compete; recruitment and retention factors; each executive officer’s individual performance and compensation history, as well as competitive positioning relative to similarly situated executives in our peer group, and our overall compensation philosophy. The Committee also considers the recommendations of the CEO relating to executive officers, other than himself, and is supported in its work by LB&Co. The Committee’s Compensation Setting & Performance Review & Measurement Process: Compensation Consultant Conflict of Interest Assessment: As required by SEC rules, the Committee assessed all relevant factors and concluded that LB&Co. was independent and that the work provided by LB&Co. did not raise any conflicts of interests in 2025. In making this determination, the Committee considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) - (vi) under the Exchange Act. CEO Compensation: The Committee reviews Mr. Saligram’s performance throughout the year, incorporating feedback directly from the Board. Based on its evaluation and input from LB&Co., the Committee then recommends to the Board the compensation of the CEO without any management input. Compensation decisions related to the CEO are approved by the non-employee members of the Board after considering the recommendation of the Committee. The CEO is not present during voting or deliberations relating to his own compensation. 2025 Peer Group and Benchmarking The Committee reviews the potential total compensation package for each of the executive officers against a preselected peer group of companies, based on data compiled by LB&Co. The Committee uses the peer group as a reference in assessing the competitiveness of its executive compensation arrangements. The Committee augments the peer group analyses with survey data from Willis Towers Watson and Mercer. In the fourth quarter of 2024, the Committee, in consultation with LB&Co. and management, reviewed the composition of our peer group to be utilized for 2025 executive compensation benchmarking and determined that no changes were necessary at that time.
THE COMPENSATION SETTING PROCESS
| 2025 PEER GROUP | | | ChampionX Corporation(1) | NOV Inc. | | Expro Group Holdings N.V. | Oceaneering International, Inc. | | Flowserve Corporation | Patterson-UTI Energy, Inc. | | Halliburton Company | TechnipFMC plc | | Liberty Energy Inc. | Transocean Ltd. | | Nabors Industries Ltd. | | | (1) ChampionX Corporation was acquired by SLB N.V. in July 2025. | |
ELEMENTS OF THE 2025 EXECUTIVE COMPENSATION PROGRAM
| | Short-Term Incentive Target (% of Eligible Base Salary(1)) | | | NEO | 2024 | 2025 | | Girishchandra K. Saligram | 135% | 135% | | Anuj Dhruv(2) | | 90% | | Scott C. Weatherholt | 90% | 90% | | Richard D. Ward | 90% | 90% | | Desmond J. Mills | 65% | 65% | | Arunava Mitra(3) | 90% | 90% | | Todd Glance(4) | | 75% |
ELEMENTS OF THE 2025 EXECUTIVE COMPENSATION PROGRAM
| | Threshold | Target | | Adjusted EBITDA* (in millions) | $853 | $1,163 | | Adjusted Free Cash Flow* (in millions) | $210 | $310 | | Payout (as a percentage of target) | 50% | 100% |
ELEMENTS OF THE 2025 EXECUTIVE COMPENSATION PROGRAM
| | Threshold | Target | Actual | % Payout (Capped at 100%)(1) | | Adjusted EBITDA (in millions) | $853 | $1,163 | $1,067 | 84.5% | | Adjusted Free Cash Flow (in millions) | $210 | $310 | $466 | 100.0% |
ELEMENTS OF THE 2025 EXECUTIVE COMPENSATION PROGRAM
| (1) As discussed above, the Committee capped a portion of the STI award payout at 100%. |
ELEMENTS OF THE 2025 EXECUTIVE COMPENSATION PROGRAM
| NEO | Eligible Base Salary(1) | Target | Weighting | | | Payout as a % of Target | Payout | | | | | 50% | 30% | 20% | | | | | | | Financial Metric Payout | Team Achievement | Individual Performance Achievement | | | | Saligram | $1,250,000 | 135.0% | 92.3% | 98.9% | 135.0% | 102.8% | $1,735,296 | | Dhruv | $380,000 | 90.0% | 92.3% | 105.0% | 115.0% | 100.7% | $344,223 | | Weatherholt | $511,250 | 90.0% | 92.3% | 102.0% | 110.0% | 98.8% | $454,373 | | Ward | $511,250 | 90.0% | 92.3% | 90.0% | 80.0% | 89.2% | $410,201 | | Mills | $429,451 | 65.0% | 92.3% | 105.0% | 100.0% | 97.7% | $272,583 | | Mitra(2) | — | — | — | — | — | — | — | | Glance(2) | — | — | — | — | — | — | — |
ELEMENTS OF THE 2025 EXECUTIVE COMPENSATION PROGRAM
The Committee approved 2025 STI Plan payouts to each NEO in the amounts shown in the table above. The approved amounts were paid in cash to each of the NEOs in the first quarter of 2026. The average 2025 STI Plan payout for our NEOs (other than Messrs. Mitra and Glance) was approximately 97.8% of target. LTI Plan: 2025 Awards Our annual equity-based long-term incentive compensation is designed to align the interests of our executives with those of our shareholders. In 2025, we sought to tie a significant portion of our NEO compensation to our financial and operational performance by designing our LTI Plan PSU metrics to include relative total shareholder return. For the awards made in 2025, the Committee determined target LTI Plan award values for each NEO as set forth below.
ELEMENTS OF THE 2025 EXECUTIVE COMPENSATION PROGRAM
| | Long-Term Incentive Awards | | | | | | | % of Base Salary | | 2025 Awards | | | | NEO | 2024 | 2025 | RSUs | PSUs | Total | | Girishchandra K. Saligram | 700% | 825% | 45,870 | 137,612 | 183,482 | | Anuj Dhruv(1) | | 310% | 11,925 | 27,825 | 39,750 | | Scott C. Weatherholt | 310% | 310% | 11,362 | 17,043 | 28,405 | | Richard D. Ward | 250% | 291% | 10,675 | 16,013 | 26,688 | | Desmond J. Mills | 125% | 133% | 5,115 | 5,115 | 10,230 | | Arunava Mitra(2) | 350% | 350% | 14,571 | 21,857 | 36,428 | | Todd Glance(3) | | 158% | 5,159 | 7,739 | 12,898 |
ELEMENTS OF THE 2025 EXECUTIVE COMPENSATION PROGRAM
| (1) Mr. Dhruv joined the Company on April 21, 2025. In addition to the awards shown above, Mr. Dhruv also received 22,496 RSUs as a sign-on award. (2) Mr. Mitra departed the Company on April 21, 2025. All of the awards shown above were forfeited in connection with Mr. Mitra’s departure. (3) Mr. Glance departed the Company on April 21, 2025. All of the awards shown above were forfeited in connection with Mr. Glance’s departure. |
ELEMENTS OF THE 2025 EXECUTIVE COMPENSATION PROGRAM
Award Mix. LTI Plan awards are delivered as a mix of time-based RSUs and performance-based PSUs. The award mix for our NEOs is more heavily-weighted toward PSUs to further our commitment to pay-for-performance. In 2025, Mr. Saligram received 75% PSUs and 25% RSUs. Messrs. Weatherholt, Ward, Mitra and Glance received 60% PSUs and 40% RSUs, and Mr. Mills received an equal number of RSUs and PSUs. Mr. Dhruv received 70% PSUs and 30% RSUs. In addition, he received a sign-on award of 22,496 RSUs not included in the table above. The target number of PSUs and RSUs awarded to each executive in 2025 was determined by dividing the target value by the volume-weighted average closing share price of our ordinary shares for the five trading days immediately preceding the grant date. Vesting Schedules. RSU awards generally vest in equal annual installments on each of the first three anniversaries of the grant date. Mr. Dhruv’s sign-on award of 22,496 RSUs will vest in two equal installments on the first and second anniversaries of the grant date. PSUs will vest, to the extent earned, following the conclusion of the performance period on December 31, 2027. Performance Metrics. The PSUs are based on achievement of a cumulative three-year relative TSR goal, weighted at 50% and an adjusted free cash flow* goal, also weighted at 50%. Details regarding these performance targets are competitively sensitive information; therefore they will be disclosed only in our future SEC disclosures as the performance period is completed. No PSUs will be earned in the event that threshold levels are not achieved; 50% of PSUs awarded may be earned if threshold performance levels are achieved; 100% may be earned if target performance levels are achieved; and 200% may be earned if maximum levels of performance are achieved, with linear interpolation for any results that fall in between threshold and maximum; provided that if absolute TSR for the relevant period is negative, the maximum payout for the relative TSR component is capped at target. * Adjusted free cash flow is a non-GAAP financial measure.
AWARDS THAT VESTED IN 2025
AWARDS THAT VESTED IN 2025 Vesting of 2023 PSU Awards The Committee awarded PSUs in January 2023 (the “2023 PSUs”) with a performance period running from January 1, 2023 through December 31, 2025. The 2023 PSUs vested based on actual three-year cumulative achievement of the below performance metrics:
AWARDS THAT VESTED IN 2025
| Metric | Weight (%) | Threshold | Target | Maximum | Actual | Total Achievement (%) | | Shareholder Value Objective: | | | | | | | | Relative Total Shareholder Return (1) | 40 | 40th Percentile | 50th Percentile | 75th Percentile | 92nd Percentile | 200% | | Operational Performance Objectives: | | | | | | | | Days to Invoice (2) | 15 | 9% | 18% | 32% | 18.6% | 103% | | NWC Days (3) | 15 | 5% | 10% | 16% | Threshold (3) | 50% | | Structural Cost | 15 | The Committee periodically discussed and evaluated progress on various initiatives relating to cost efficiencies. | | | | 200% | | Customer Fulfillment | 15 | The Committee periodically discussed and evaluated progress in key areas relating to product and service quality and delivery, productivity, and new revenue sources as a result of research and development. | | | | 133% |
AWARDS THAT VESTED IN 2025
(1) Total shareholder return was measured relative to a peer group comprised of companies included in the VanEck Oil Services ETF (OIH) as of January 18, 2023 . (2) Days to invoice is calculated on an enterprise-wide rolling basis using the invoice date less the bill to date, weighted based on the invoice dollar value, measured across the entire 2025 fiscal year, expressed as percentage improvement from a baseline calculated using 2022 results. (3) NWC Days performance is measured as the average of the Company’s quarterly results for Q1, Q2, Q3, and Q4 of 2025, expressed as percentage improvement from a baseline calculated using 2022 results. After adjusting for collections from our largest customer in Mexico, the Committee capped payout at threshold Overall performance exceeded the target goals established for the 2023 PSUs, resulting in a payout of 153% of target. In February 2026, our NEOs received the following payouts under their 2023 PSUs:
AWARDS THAT VESTED IN 2025
| NEO | 2023 PSUs Vested | | Girishchandra K. Saligram | 137,755 | | Anuj Dhruv(1) | — | | Scott C. Weatherholt | 24,385 | | Richard D. Ward(2) | — | | Desmond J. Mills | 6,275 | | Arunava Mitra(3) | 22,289 | | Todd Glance(4) | — | | (1) Mr. Dhruv joined the Company on April 21, 2025 and therefore was not issued 2023 PSUs. (2) Mr. Ward joined the Company on January 17, 2024 and therefore was not issued 2023 PSUs. (3) Mr. Mitra departed the Company on April 21, 2025, during the final year of the performance period, and the amounts reported above reflect his prorated portion of his 2023 PSUs. (4) Mr. Glance joined the Company on August 15, 2024 and therefore was not issued 2023 PSUs. | |
PERQUISITES AND OTHER GENERALLY AVAILABLE BENEFITS AND COMPENSATION
PERQUISITES AND OTHER GENERALLY AVAILABLE BENEFITS AND COMPENSATION From time to time, we provide our NEOs with limited perquisites and other personal benefits that we believe are reasonable and consistent with the practices of our peer group. Our NEOs are also eligible for Company-wide benefits on the same basis as other full-time employees in the countries in which the NEOs are employed. Each of our NEOs is employed in the United States, and as such, these benefits include the right to participate in a 401(k) plan, life insurance premiums, and health, medical and welfare programs. The Company does not consider the financial value of these benefits to be material within the context of the NEOs’ overall compensation packages. Additionally, each NEO is entitled to severance benefits under our Executive Severance Plan and our CIC Severance Plan, each as defined and described below. The Company offers financial planning assistance for our vice presidents, senior vice presidents and executive vice presidents, including the NEOs, and executive health screenings for certain managerial level employees, including NEOs. Additionally, because the Committee believes the safety and security of our leadership is of the utmost importance to the Company and its shareholders, the Company provided physical and cyber security benefits to our NEOs. Utilization of these benefits is at the discretion of the individual NEO. The amounts of these perquisites are shown in the 2025 Summary Compensation Table and the related footnotes. The Company considers these programs to be for the benefit of the Company because they encourage executives to proactively manage their health, security and complex financial/tax situations, thereby enabling them to focus on the business.
EXECUTIVE SEVERANCE PLAN
EXECUTIVE SEVERANCE PLAN The Weatherford International plc Amended and Restated Executive Severance Plan adopted by the Board (the “Executive Severance Plan”) covers certain executive officers selected by the Committee, including our NEOs. Under the Executive Severance Plan, participants will receive severance payments and benefits if they experience a termination of employment by the Company without “Cause” or by the participant for “Good Reason” (each as defined in the Executive Severance Plan). Upon such a termination, participants will be eligible to receive:
EXECUTIVE SEVERANCE PLAN
| • | an amount equal to (i) one and a half times for the CEO or (ii) one times for other participants (including Messrs. Dhruv, Weatherholt, Ward and Mills) the sum of (x) participant’s annual base salary in effect up to and including the termination date, and (y) participant’s annual target bonus; |
EXECUTIVE SEVERANCE PLAN
| • | a prorated target annual incentive bonus for the year of termination; |
EXECUTIVE SEVERANCE PLAN
| • | continued health and welfare benefits for (i) one and a half years for the CEO, and (ii) one year for other participants (including Messrs. Dhruv, Weatherholt, Ward and Mills); |
EXECUTIVE SEVERANCE PLAN
| • | other severance required by law; |
EXECUTIVE SEVERANCE PLAN
| • | up to six months of outplacement services; and |
EXECUTIVE SEVERANCE PLAN
| • | base salary and benefits accrued through the date of termination. |
EXECUTIVE SEVERANCE PLAN
To participate in the Executive Severance Plan, participants must execute the Company’s form Confidentiality and Restrictive Covenant Agreement, which provides for a 12-month post-termination non-competition covenant, 12-month post-termination non-solicitation of employees covenant, and perpetual confidentiality and non-disparagement covenants. The receipt of such severance payments and benefits is subject to the execution and non-revocation of a release of claims by the participant. If we are obligated by law or contract to pay certain other severance pay to a participant, then the amount of severance otherwise payable to a participant will be reduced by the amount of any such other severance actually paid to the participant, but not below zero. The amount of severance, however, would not be reduced by amounts paid under any accelerated vesting, payment or settlement of equity incentive awards payable in connection with a qualifying termination or similar event under the applicable plans.
CHANGE IN CONTROL SEVERANCE PLAN
CHANGE IN CONTROL SEVERANCE PLAN The Third Amended and Restated Weatherford International plc Change in Control Severance Plan (the “CIC Severance Plan”) covers certain executive officers selected by the Committee, including our NEOs. Under the CIC Severance Plan, participants will receive severance payments and benefits if they experience a termination of employment by the Company without “Cause” or by the participant for “Good Reason” (each as defined in the CIC Severance Plan) in the six months prior to a “Change in Control” (as defined in the CIC Severance Plan) or within 24 months following a Change in Control while the CIC Severance Plan remains in effect. Under the CIC Severance Plan, in general, a change in control will occur if (i) another person becomes the owner of 50% or more of either the then outstanding ordinary shares of the Company or combined voting power of our shares, (ii) there is a change in a majority of the members of the then incumbent Board, or (iii) our shareholders approve a merger with another entity or other business consolidation in which our shareholders fail to own more than 50% of the combined voting power of the surviving entity. Upon such termination, participants will be eligible to receive:
CHANGE IN CONTROL SEVERANCE PLAN
| • | an amount equal to (i) two and a half times for the CEO; (ii) two times for participants with a title of Executive Vice President (which included Messrs. Dhruv, Weatherholt and Ward) or (iii) one and one half times for other participants (which included Mr. Mills) the sum of (x) the higher of the participant’s annual base salary in effect immediately prior to the Change in Control or the rate of base salary in effect up to and including the termination date, and (y) the participant’s annual target bonus; |
CHANGE IN CONTROL SEVERANCE PLAN
| • | a prorated target annual bonus for the year of termination; |
CHANGE IN CONTROL SEVERANCE PLAN
| • | continued health and welfare benefits for (i) two and a half years, for the CEO; (ii) two years for participants with a title of Executive Vice President (which included Messrs. Dhruv, Weatherholt and Ward), and (iii) one and a half years for other participants (which included Mr. Mills); |
CHANGE IN CONTROL SEVERANCE PLAN
| • | other severance required by law; |
CHANGE IN CONTROL SEVERANCE PLAN
| • | up to six months of outplacement services; and |
CHANGE IN CONTROL SEVERANCE PLAN
| • | base salary and benefits accrued through the date of termination. |
CHANGE IN CONTROL SEVERANCE PLAN
To participate in the CIC Severance Plan, participants must execute the Company’s form Confidentiality and Restrictive Covenant Agreement described in “—Executive Severance Plan” above. The receipt of such severance payments and benefits is subject to the execution and non-revocation of a release of claims by the participant. If we are obligated by law or contract to pay certain other severance pay to a participant, then the amount of severance otherwise payable to the participant will be reduced by the amount of any such other severance actually paid to the participant, but not below zero. However, the amount of severance would not be reduced by amounts paid under any accelerated vesting, payment or settlement of equity incentive awards payable in connection with a qualifying termination or similar event under the applicable plans.
CLAWBACK POLICIES
CLAWBACK POLICIES In September 2023, the Board adopted the Weatherford International plc Executive Officer Compensation Clawback Policy (the “Executive Officer Clawback Policy”) as required by SEC rules and related Nasdaq listing standards. The Executive Officer Clawback Policy applies to the Company’s executive officers, including the NEOs, and it requires the Company to seek recovery of certain incentive compensation paid to executive officers in the event the Company restates its financial statements either (a) due to a material noncompliance with the financial reporting requirements of the Federal securities laws or (b) to correct an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were left uncorrected in the current period. Incentive compensation will be subject to recoupment if it was earned during the three years prior to the restatement and was based wholly or in part on the attainment of a financial reporting measure. The amount of incentive compensation recovered will be the portion that was in excess of what would have been earned if the compensation had been based on the restated financials. The Executive Officer Clawback Policy may be found at www.weatherford.com by clicking on the “Investor Relations” page, then “Company Information,” then “Corporate Governance,” then “Corporate Documents,” and then searching for “Clawback Policy.” The Company’s prior clawback policy, the Amended and Restated Weatherford International plc Compensation Clawback Policy (the “General Clawback Policy”) remains in effect, and it was amended and restated to clarify the interplay between the General Clawback Policy and the Executive Officer Clawback Policy. The General Clawback Policy applies to executive officers as well as participants in the Company’s STI or LTI Plans, as the Board determined that it was in the best interest of the Company to retain a policy applicable to a broader population of employees to reinforce accountability and the Company’s pay-for-performance philosophy. The General Clawback Policy applies to a narrower universe of accounting restatements and gives the Board discretion in choosing when and how to seek recoupment. Additionally, the 2019 EIP gives the Committee the ability to cancel outstanding equity awards and/or require a Participant to forfeit any gain realized on the vesting or exercise of awards (including time-based awards) and pay that over the Company if the Participant engaged in “Detrimental Activity” (as defined in the General Clawback Policy).
RISK ANALYSIS OF OUR COMPENSATION PROGRAMS
| Program Attribute | | Risk-Mitigating Effect | | | ✓ | The compensation mix between fixed and variable components and levels, and the balance between short-term and long-term variable compensation are reasonable and appropriate | ☒ | Competitive levels of fixed compensation eliminate any day-to-day personal concerns, while variable compensation ensures our executives are appropriately motivated and rewarded for decision-making aimed at enhancing shareholder value both in the short and long-term | | ✓ | The quality and reasonableness of incentive plan performance goals and payout formulas | ☒ | Threshold, target and maximum performance and payout levels, funding formulas are not extreme, and goals are set within reach, thereby mitigating the likelihood of excessive risk taking in order to achieve a compensation result | | ✓ | The nature and breadth of the performance metrics that govern incentive compensation throughout the Company | ☒ | Meaningful performance objectives encourage executives to avoid sacrificing short-term performance for long-term performance and vice versa | | ✓ | The existence of clawback policies | ☒ | Subjects executives to a requirement to surrender any undue incentive compensation that was paid on the basis of financial results that were required to be restated (other than as a result of a change in the applicable accounting rules or interpretations) | | ✓ | The existence of anti-pledging & anti-hedging policies | ☒ | Ensures the alignment with shareholder interests generated by our executives’ equity holdings is not undermined by hedging or similar transactions | | ✓ | The existence of robust share ownership guidelines | ☒ | Industry-leading guidelines provide a clear link between the economic interests of executives and shareholders over the long-term | | ✓ | Use of an independent compensation consultant that performs no other services for the Company | ☒ | Helps ensure advice will not be influenced by conflicts of interest | | ✓ | The strength of the compensation program in ensuring the retention of key executives over the medium term | ☒ | Retaining key executives is critical to ensure business continuity and the level of annual and long-term incentive compensation opportunities mitigate potential for flight risk | | ✓ | The form and balance of equity-based incentives | ☒ | Balancing the equity program with RSUs and PSUs is critical to providing line of sight awards with stretch opportunities |
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE This table shows the total compensation paid for the years ended December 31, 2025, 2024 and 2023 to our NEOs, calculated in accordance with SEC regulations.
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($)(5) | Bonus ($) | Stock Awards ($)(6) | Non-Equity (Cash) Incentive ($)(7) | All Other Compensation ($)(8) | Total ($) | | Girishchandra K. Saligram | 2025 | 1,254,808 | | 9,969,035 | 1,735,296 | 63,159 | 13,022,298 | | President, Chief Executive Officer and Director | 2024 | 1,259,615 | — | 11,549,276 | 1,923,750 | 45,363 | 14,778,004 | | | 2023 | 1,000,000 | — | 7,723,345 | 2,400,000 | 77,465 | 11,200,810 | | Anuj Dhruv(1) | 2025 | 401,192 | | 2,635,002 | 344,223 | 14,268 | 3,394,685 | | Executive Vice President and Chief Financial Officer | 2024 | | | | | | | | | 2023 | | | | | | | | Scott C. Weatherholt | 2025 | 513,288 | | 1,553,413 | 454,373 | 44,306 | 2,565,380 | | Executive Vice President, General Counsel and Chief Compliance Officer | 2024 | 503,846 | — | 1,981,477 | 468,000 | 60,450 | 3,013,773 | | | 2023 | 475,000 | — | 1,570,524 | 820,800 | 26,417 | 2,892,741 | | Richard D. Ward(2) | 2025 | 513,288 | | 1,459,513 | 410,201 | 44,728 | 2,427,730 | | Executive Vice President, Global Field Operations | 2024 | 494,231 | — | 1,598,035 | 391,500 | 41,723 | 2,525,489 | | | 2023 | | | | | | | | Desmond J. Mills | 2025 | 431,162 | | 561,883 | 272,583 | 27,600 | 1,293,228 | | Senior Vice President and Chief Accounting Officer | 2024 | 423,231 | — | 906,781 | 270,270 | 49,528 | 1,649,810 | | | 2023 | 400,000 | — | 736,473 | 499,200 | 20,765 | 1,656,438 | | Arunava Mitra(3) | 2025 | 177,750 | | 1,992,174 | — | 1,303,383 | 3,473,307 | | Former Executive Vice President and Chief Financial Officer | 2024 | 589,500 | — | 2,617,632 | 394,875 | 68,040 | 3,670,047 | | | 2023 | 522,813 | 410,000 | 3,916,223 | 907,200 | 33,646 | 5,789,882 | | Todd Glance(4) | 2025 | 137,250 | | 705,365 | — | 953,403 | 1,796,018 | | Former Executive Vice President of Customer Delivery | 2024 | | | | | | | | | 2023 | | | | | | |
2025 SUMMARY COMPENSATION TABLE
| (1) Mr. Dhruv was appointed as our Executive Vice President and Chief Financial Officer effective April 21, 2025. |
2025 SUMMARY COMPENSATION TABLE
| (2) Mr. Ward was appointed as our Executive Vice President, Global Field Operations effective January 17, 2024. |
2025 SUMMARY COMPENSATION TABLE
| (3) Mr. Mitra served as our Executive Vice President and Chief Financial Officer from January 3, 2023 until his departure from the Company on April 21, 2025. |
2025 SUMMARY COMPENSATION TABLE
| (4) Mr. Glance joined the Company on August 15, 2024, and he was not an NEO for 2024. He departed the Company effective April 21, 2025. |
2025 SUMMARY COMPENSATION TABLE
| (5) 2025 salary increases were effective April 1, 2025. In addition, due to the Company’s bi-weekly payroll cycle, NEOs earned the equivalent of 26.1 pay periods in 2025 rather than 26. |
2025 SUMMARY COMPENSATION TABLE
| (6) Amounts reflect values calculated in accordance with SEC rules. The NEOs may not realize any value from their equity awards and, to the extent that they do, the amounts realized may vary from the amounts reported above. For the 2025 fiscal year, in accordance with FASB ASC Topic 718, the grant date fair value of RSU awards and the portion of PSU awards subject to metrics defined solely by reference to our own operations was determined based on the closing price of our ordinary shares on the date of grant. The portion of PSU awards subject to the market performance of our shares was determined using a Monte Carlo simulation model. |
2025 SUMMARY COMPENSATION TABLE
| The fair value of PSUs with a performance condition based on the market performance of our shares (“market condition”) incorporates the likelihood of achieving the market condition. However, there is not market data to determine whether PSUs with a performance condition defined solely by reference to our own operations (“performance condition”) will be achieved. For PSUs with a performance condition, we have assessed the likelihood that these PSUs will payout based upon target achievement. The table below shows the hypothetical grant date fair value of 2025 awards assuming the highest level of performance (maximum) is achieved. |
2025 SUMMARY COMPENSATION TABLE
| Named Executive | PSUs with Market Condition ($) | PSUs with Performance Condition ($) | All PSUs at Maximum Payout ($) | All RSUs ($) | All Awards at Maximum Payout ($) | | Saligram | 3,534,564 | 7,721,409 | 11,255,973 | 2,573,766 | 13,829,739 | | Dhruv | 494,293 | 1,232,414 | 1,726,707 | 1,524,506 | 3,251,213 | | Weatherholt | 437,724 | 956,339 | 1,394,063 | 637,522 | 2,031,585 | | Ward | 411,268 | 898,546 | 1,309,814 | 598,974 | 1,908,788 | | Mills | 131,353 | 287,059 | 418,412 | 287,003 | 705,415 | | Mitra | 561,371 | 1,226,452 | 1,787,823 | 817,579 | 2,605,402 | | Glance | 198,751 | 434,291 | 633,042 | 289,471 | 922,513 |
2025 SUMMARY COMPENSATION TABLE
| (7) Amounts reflect cash payments under our 2025 STI Plan. |
2025 SUMMARY COMPENSATION TABLE
| (8) All Other Compensation for 2025 consists of the following: |
2025 SUMMARY COMPENSATION TABLE
| Named Executive | 401(k) Match ($)(1) | Life Insurance Premium ($) | Relocation & Geographic Differential ($) | Severance ($)(2) | Financial Consulting and Health Screenings ($) | Security ($)(3) | Total ($) | | Saligram | 14,000 | 4,086 | — | — | 15,680 | 29,393 | 63,159 | | Dhruv | 11,588 | 952 | | | — | 1,728 | 14,268 | | Weatherholt | 14,000 | 1,596 | — | — | 17,830 | 10,880 | 44,306 | | Ward | 14,000 | 3,144 | | — | 15,680 | 11,904 | 44,728 | | Mills | 14,000 | 1,696 | — | — | — | 11,904 | 27,600 | | Mitra | 7,740 | 800 | — | 1,294,843 | — | — | 1,303,383 | | Glance | 5,975 | 612 | 8,079 | 938,737 | — | — | 953,403 |
2025 SUMMARY COMPENSATION TABLE
| (1) Amounts shown represent the Company contributions to the U.S. 401(k) plan for each of the NEOs. |
2025 SUMMARY COMPENSATION TABLE
| (2) Amounts shown were received by Mr. Mitra and Mr. Glance under the Company’s Executive Severance Plan. See “Compensation Discussion and Analysis—Executive Severance Plan” above for a description of our severance policy. |
2025 SUMMARY COMPENSATION TABLE
| (3) Amounts shown include physical security and cyber protection services provided at the NEO’s personal residence. |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table provides information regarding plan-based awards granted in 2025 to the NEOs.
GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Restricted | Grant Date Fair Value of Share Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Shares/Units (#) | | | Girishchandra K. Saligram | March 7(2) | 843,750 | 1,687,500 | 3,375,000 | | | | | | | | March 7(3) | | | | 68,806 | 137,612 | 275,224 | | 7,395,269 | | | March 7(4) | | | | | | | 45,870 | 2,573,766 | | Anuj Dhruv | April 21(2) | $256,500 | $513,000 | 1,026,000 | | | | | | | | April 21(3) | | | | 13,912 | 27,825 | 55,650 | | 1,110,496 | | | April 21(4) | | | | | | | 11,925 | 528,158 | | | April 21(5) | | | | | | | 22,496 | 996,348 | | Scott C. Weatherholt | March 7(2) | $231,750 | $463,500 | $927,000 | | | | | | | | March 7(3) | | | | 8,521 | 17,043 | 34,086 | | 915,891 | | | March 7(4) | | | | | | | 11,362 | 637,522 | | Richard D. Ward | March 7(2) | 231,750 | 463,500 | 927,000 | | | | | | | | March 7(3) | | | | 8,006 | 16,013 | 32,026 | | 860,539 | | | March 7(4) | | | | | | | 10,675 | 598,974 | | Desmond J. Mills | March 7(2) | 140,595 | 281,190 | 562,380 | | | | | | | | March 7(3) | | | | 2,557 | 5,115 | 10,230 | | 274,880 | | | March 7(4) | | | | | | | 5,115 | 287,003 | | Arunava Mitra(6) | March 7(2) | 263,250 | 526,500 | 1,053,000 | | | | | | | | March 7(3) | | | | 10,929 | 21,857 | 43,714 | | 1,174,595 | | | March 7(4) | | | | | | | 14,571 | 817,579 | | Todd Glance(6) | March 7(2) | 172,125 | 344,250 | 688,500 | | | | | | | | March 7(3) | | | | 3,869 | 7,739 | 15,478 | | 415,894 | | | March 7(4) | | | | | | | 5,159 | 289,471 |
GRANTS OF PLAN-BASED AWARDS
| (1) Includes PSUs granted during 2025 under the 2019 EIP that may be earned if performance conditions are met. The number of shares earned will be determined based on the achievement of the specified performance metrics over the three-year performance period beginning January 1, 2025 and ending December 31, 2027. No PSUs will be earned in the event that threshold levels are not achieved; 50% of PSUs awarded may be earned if threshold performance levels are achieved; 100% may be earned if target performance levels are achieved; and 200% may be earned if maximum levels of performance are achieved, with linear interpolation for any results that fall in between threshold and maximum. |
GRANTS OF PLAN-BASED AWARDS
| (2) Represents potential payments for the year ended December 31, 2025 under the terms of the 2025 STI Plan. Target opportunity is based upon the salary in effect when 2025 incentive opportunities were established. Under the terms of the 2025 STI Plan, the amounts earned for the year reflects proration, as applicable, for mid-year salary changes and mid-year hires. See “Elements of the 2025 Executive Compensation Program—STI Plan Annual Incentive Awards” in the CD&A section of this Proxy Statement for more information. |
GRANTS OF PLAN-BASED AWARDS
| (3) Represents PSUs granted to the applicable NEO during 2025 under the 2019 EIP. The portion of PSU awards subject to metrics defined solely by reference to our own operations was determined based on the closing price of our ordinary shares on the date of grant in accordance with FASB ASC Topic 718. The portion of PSU awards subject to the market performance of our ordinary shares is based on a fair value price derived via the Company’s Monte Carlo simulation model in accordance with FASB ASC Topic 718. |
GRANTS OF PLAN-BASED AWARDS
| (4) Represents RSUs granted to the applicable NEO during 2025 under the 2019 EIP. These shares vest in three equal installments on each of March 7, 2026, 2027, and 2028, except for Mr. Dhruv, whose awards vest on April 21, 2026, 2027, and 2028, reflecting his hire date. The grant date fair value of each award is based on the closing share price of the Company’s ordinary shares on the date of grant in accordance with FASB ASC Topic 718. |
GRANTS OF PLAN-BASED AWARDS
| (5) Represents Mr. Dhruv’s sign-on award of RSUs. These shares will vest in equal installments on April 21, 2026 and 2027. The grant date fair value of each award is based on the closing share price of the Company’s ordinary shares on the date of grant in accordance with FASB ASC Topic 718. |
GRANTS OF PLAN-BASED AWARDS
| (6) Mr. Mitra and Mr. Glance departed the Company on April 21, 2025. All of the awards shown above were forfeited in connection with their departure. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 The following table provides information about the number of outstanding equity awards held by our NEOs on December 31, 2025.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| | Stock Awards | | | | | Name | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(1) | 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 ($)(1) | | Girishchandra K. Saligram | 12,862(2) | $1,025,873 | | | | | 19,067(3) | $1,520,784 | | | | | | | 33,370(4) | $2,661,591 | | | 45,870(5) | $3,624,189 | | | | | | | 137,612(6) | $10,872,724 | | Anuj Dhruv | 11,925(5) | $942,194 | | | | | 22,496(7) | $1,777,409 | | | | | | | 27,825(6) | $2,198,453 | | Scott C. Weatherholt | 3,542(2) | $282,510 | | | | | 4,503(3) | $359,159 | | | | | | | 5,067(4) | $404,144 | | | 11,362(5) | $897,712 | | | | | | | 17,043(6) | $1,346,567 | | Richard D. Ward | 3,631(3) | $289,609 | | | | | | | 4,086(4) | $325,899 | | | 10,675(5) | $843,432 | | | | | | | 16,013(6) | $1,265,187 | | Desmond J. Mills | 1,367(2) | $109,032 | | | | | 2,724(8) | $217,266 | | | | | 1,906(3) | $152,023 | | | | | | | 1,430(4) | $114,057 | | | 5,115(5) | $404,136 | | | | | | | 5,115(6) | $404,136 | | Arunava Mitra(9) | — | $— | — | $— | | Todd Glance(10) | — | $— | — | $— |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (1) To determine market or payout value, the closing price of our ordinary shares on the last trading day of 2025, $78.26, plus accrued dividend equivalent rights of $1.50 for 2024 and prior awards and $0.75 for the 2025 awards. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (2) Includes the final tranche of the 2023 RSUs, which vested in full on January 18, 2026. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (3) Includes the second and third tranches of the 2024 RSUs, which vest in equal installments on January 18, 2026 and January 18, 2027. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (4) 2024 PSUs are eligible to vest on December 31, 2026 subject to the attainment of applicable performance objectives. The number of shares or units and the payout value reported are based upon achieving the threshold performance level, which is 50% of the PSUs granted. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (5) 2025 RSUs vest in equal installments on March 7, 2026, 2027, and 2028, except for Mr. Dhruv, whose awards vest on April 21, 2026, 2027, and 2028, reflecting his hire date. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (6) 2025 PSUs are eligible to vest on December 31, 2027 subject to the attainment of applicable performance objectives. The number of shares or units and the payout value reported are based upon achieving the target performance level, which is 100% of the PSUs granted. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (7) Additional 2025 RSUs vest in equal installments on April 21, 2026 and April 21, 2027. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (8) Additional 2024 RSUs vest in full on January 18, 2027. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (9) Mr. Mitra departed the Company effective April 21, 2025, which resulted in the forfeiture of 4,809 2023 PSUs, 13,386 2024 PSUs, 21,857 2025 PSUs, and 14,571 2025 RSUs as well as the immediate vesting of 14,568 2023 PSUs (subject to the attainment of applicable performance objectives) and 10,255 RSUs. Of these vested units, 7,281 RSUs and 22,289 2023 PSUs (reflecting the Board’s later certification of a 153% payout) were distributed on January 18, 2026 and February 4, 2026 respectively, and 2,974 RSUs are expected to be distributed on January 18, 2027. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (10) Mr. Glance departed the Company effective April 21, 2025, before any of his equity awards were eligible to vest or have accelerated vesting. |
OPTION EXERCISES AND SHARES VESTED IN 2025
OPTION EXERCISES AND SHARES VESTED IN 2025 The following table provides information about equity awards that vested, and the value realized on vesting by our NEOs during 2025.
OPTION EXERCISES AND SHARES VESTED IN 2025
| | Share Awards | | | Name | Number of Shares/Units Acquired on Vesting (#) | Value Realized On Vesting ($)(1) | | Girishchandra K. Saligram | 188,325(2) | 14,754,298 | | Anuj Dhruv | —(3) | — | | Scott C. Weatherholt | 37,408(4) | 2,915,031 | | Richard D. Ward | 1,817(5) | 135,348 | | Desmond J. Mills | 11,413(6) | 883,224 | | Arunava Mitra | 39,825(7) | 2,782,018 | | Todd Glance | —(8) | — |
OPTION EXERCISES AND SHARES VESTED IN 2025
| (1) Calculated by multiplying the number of ordinary shares by the closing price of our ordinary shares on the vesting date, plus the amount of corresponding dividend equivalent rights paid. The vesting date marks the time when the awards are no longer at risk of forfeiture, which was December 31, 2025 for the 2023 PSUs. The 2023 PSUs were not distributed until February 4, 2026 following the Committee’s certification of the relevant performance results. |
OPTION EXERCISES AND SHARES VESTED IN 2025
| (2) Includes 50,570 RSUs vested on January 18, 2025, and 137,755 2023 PSUs vested on December 31, 2025. |
OPTION EXERCISES AND SHARES VESTED IN 2025
| (3) Mr. Dhruv joined the Company in April 2025 and therefore did not have any shares vest in 2025. |
OPTION EXERCISES AND SHARES VESTED IN 2025
| (4) Includes 13,023 RSUs vested on January 18, 2025, and 24,385 2023 PSUs vested on December 31, 2025. |
OPTION EXERCISES AND SHARES VESTED IN 2025
| (5) Includes 1,817 RSUs vested on January 18, 2025. |
OPTION EXERCISES AND SHARES VESTED IN 2025
| (6) Includes 5,138 RSUs vested on January 18, 2025, and 6,275 2023 PSUs vested on December 31, 2025. |
OPTION EXERCISES AND SHARES VESTED IN 2025
| (7) Includes 7,281 RSUs vested on January 18, 2025, and 22,289 2023 PSUs vested on December 31, 2025 as well as 10,255 RSUs that vested in connection with Mr. Mitra’s departure from the Company effective April 21, 2025. Of these vested units, 7,281 RSUs were distributed on January 18, 2026, and 22,289 2023 PSUs were delivered on February 4, 2026. The remaining 2,974 RSUs are expected to be distributed on January 18, 2027. |
OPTION EXERCISES AND SHARES VESTED IN 2025
| (8) Mr. Glance joined the Company in August, 2024 and departed the Company in April 2025 before any of his equity awards were eligible to vest or have accelerated vesting. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The following table lists the compensation and benefits that Weatherford would provide to our current NEOs in various scenarios involving a termination of employment or upon a change of control. It is always possible that different arrangements could be negotiated in connection with an actual termination of employment or change of control. Compensation and benefits generally available to salaried employees are not included in the table below. As described previously in this Proxy Statement, all NEOs are covered under our Executive Severance Plan and CIC Severance Plan. The following summary is qualified in its entirety by the terms of, and all capitalized terms not otherwise defined herein will have the meaning under, the applicable Executive Severance Plan, CIC Severance Plan and the 2019 EIP, each as in effect as of December 31, 2025, and the applicable individual award agreements entered into with each NEO.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| | Termination / Change in Control Scenarios | | | | | | | | | Retirement, Resignation or Termination with Cause | Death or Disability | Termination without Cause or Resignation for Good Reason | | Change in Control without Termination of Employment | Change in Control with Termination without Cause or Resignation for Good Reason | | | Compensation Elements | All NEOs | All NEOs | CEO | NEOs other than CEO | All NEOs | CEO | NEOs other than CEO | | Base Salary | Paid through date of termination(1) | Paid through date of termination(1) | Paid through date of termination | Paid through date of termination | Continues | Paid through date of termination | Paid through date of termination | | Cash Severance | Forfeited(1) | None(1) | (a) 1.5x the sum of the Base Salary plus Annual Bonus at target; and (b) the target Annual Bonus for the current fiscal year prorated for the number of days in the current fiscal year through the termination date | (a) 1.0x the sum of the Base Salary plus Annual Bonus at target; and (b) the target Annual Bonus for the current fiscal year prorated for the number of days in the current fiscal year through the termination date | None | (a) 2.5x the sum of the Base Salary plus Annual Bonus at target; and (b) the target Annual Bonus for the current fiscal year prorated for the number of days in the current fiscal year through the termination date(2) | (a) 2.0x (1.5x for Mr. Mills) the sum of the Base Salary plus Annual Bonus at target; and (b) the target Annual Bonus for the current fiscal year prorated for the number of days in the current fiscal year through the termination date(2) | | STI Plan – 2025 Short-Term Cash Incentive Compensation | Forfeited(3) | Forfeited(3) | Forfeited, except that a Participant who is terminated without cause after the end of the plan year but prior to the relevant payment date will be entitled to payment(3) | Forfeited, except that a Participant who is terminated without cause after the end of the plan year but prior to the relevant payment date will be entitled to payment(3) | Continues(3) | Forfeited, except that a Participant who is terminated without cause after the end of the plan year but prior to the relevant payment date will be entitled to payment(3) | Forfeited, except that a Participant who is terminated without cause after the end of the plan year but prior to the relevant payment date will be entitled to payment(3) | | 2023 RSUs | Forfeited | Immediate acceleration and vesting | Continues | Continues | Continues | Immediate acceleration and vesting | Immediate acceleration and vesting | | 2024 RSUs | Forfeited, except in the case of qualifying retirements(4) | Immediate acceleration and vesting | Continues | Continues | Continues | Immediate acceleration and vesting | Immediate acceleration and vesting |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| | Termination / Change in Control Scenarios | | | | | | | | | Retirement, Resignation or Termination with Cause | Death or Disability | Termination without Cause or Resignation for Good Reason | | Change in Control without Termination of Employment | Change in Control with Termination without Cause or Resignation for Good Reason | | | Compensation Elements | All NEOs | All NEOs | CEO | NEOs other than CEO | All NEOs | CEO | NEOs other than CEO | | 2024 PSUs | Forfeited, except in the case of qualifying retirements(4) | Vest at the end of the Performance Period based on actual performance | Forfeited if termination occurs prior to third year of the Performance Period; if termination occurs during the third year of the Performance Period, a pro-rated portion of the Award shall remain eligible to vest at the end of the Performance Period based on actual performance | Forfeited if termination occurs prior to third year of the Performance Period; if termination occurs during the third year of the Performance Period, a pro-rated portion of the Award shall remain eligible to vest at the end of the Performance Period based on actual performance | Continues | If during the first 12 months after the grant date, vests at Target; if 12 months after the grant date, vests at the greater of Target or actual achievement of the Performance Goals through the date of the Change in Control | If during the first 12 months after the grant date, vests at Target; if 12 months after the grant date, vests at the greater of Target or actual achievement of the Performance Goals through the date of the Change in Control | | 2025 RSUs | Forfeited, except in the case of qualifying retirements(4) | Immediate acceleration and vesting | Continues, except that, in the event of a termination by the Company without Cause less than 6 months after the Grant Date, the RSUs shall be immediately forfeited. | Continues, except that, in the event of a termination by the Company without Cause less than 6 months after the Grant Date, the RSUs shall be immediately forfeited. | Continues | Immediate acceleration and vesting | Immediate acceleration and vesting | | 2025 PSUs | Forfeited, except in the case of qualifying retirements(4) | Vest at the end of the Performance Period based on actual performance | Forfeited if termination occurs prior to third year of the Performance Period; if termination occurs during the third year of the Performance Period, a pro-rated portion of the Award shall remain eligible to vest at the end of the Performance Period based on actual performance | Forfeited if termination occurs prior to third year of the Performance Period; if termination occurs during the third year of the Performance Period, a pro-rated portion of the Award shall remain eligible to vest at the end of the Performance Period based on actual performance | Continues | If during the first 12 months after the grant date, vests at Target; if 12 months after the grant date, vests at the greater of Target or actual achievement of the Performance Goals through the date of the Change in Control | If during the first 12 months after the grant date, vests at Target; if 12 months after the grant date, vests at the greater of Target or actual achievement of the Performance Goals through the date of the Change in Control | | Health, Welfare and Other Benefits | None | None | 18 months of continued dental and health benefits; outplacement services for a period of 6 months | 12 months of continued dental and health benefits; outplacement services for a period of 6 months | Continues | 2.5 years of continued dental and health benefits; outplacement services for a period of 6 months | 2 years (1.5 years for Mr. Mills) of continued dental and health benefits; outplacement services for a period of 6 months |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (1) Under the Executive Severance Plan, benefits are only payable in the event of a “Qualifying Termination” which is defined as a termination by the Company without “Cause” or by the participant for “Good Reason” (each as defined in the Executive Severance Plan). |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (2) The CIC Severance Plan defines “Annual Bonus” as the NEO’s annual bonus under the then-current non-equity incentive compensation plan. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (3) An NEO must be continuously employed by the Company on the payment date in order to receive a payment under our STI Plan; except that a participant who is terminated without Cause after the end of the plan year but before the relevant payment date is entitled to payment. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (4) A “qualifying retirement” is defined in the relevant award agreements as a participant’s voluntary retirement more than 11 months following the grant date, after attainment of the age of 60, with at least ten years of service to the Company and at least six months prior written notice to the Company. |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The table below describes the value of compensation and benefits payable to each current NEO upon termination that would exceed the compensation or benefits generally available to salaried employees. Benefits and payments are calculated assuming the triggering event occurred on December 31, 2025, and using the closing market price of our ordinary shares as of that date. For Messrs. Mitra and Glance, who departed their roles prior to December 31, 2025, the information in the table reflects the actual payments made in connection with their termination on April 21, 2025. The following includes the various types of circumstances that would trigger payments and benefits under plans, agreements and arrangements currently in effect. Reasonable estimates are provided where appropriate. It is always possible that different arrangements could be negotiated in connection with an actual termination of employment or change of control. A “—” indicates either that there is no amount payable to the NEO, or the amount payable is generally available for both the NEOs and all salaried employees.
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| | Hypothetical Event | | | | | | Girish K. Saligram | Retirement or Resignation | Death or Disability | Termination without Cause or for Good Reason | Change in Control without Termination | Change in Control with Termination without Cause or for Good Reason | | Cash Severance(1) | — | — | $6,093,750 | — | $9,031,250 | | STI Plan Cash Incentive Compensation(2) | — | — | — | — | — | | 2023 RSUs (3)(6) | — | $1,025,873 | $1,025,873 | — | $1,025,873 | | 2024 RSUs(3)(6) | — | $1,520,783 | $1,520,783 | — | $1,520,783 | | 2024 PSUs(4)(6) | — | $5,323,182 | — | — | $5,323,182 | | 2025 RSUs(3)(6) | — | $3,624,188 | 3,624,188 | — | $3,624,188 | | 2025 PSUs(5)(6) | — | $10,872,724 | — | — | $10,872,724 | | Welfare and Other Benefits | — | — | $28,680 | — | $47,800 | | Total | — | $22,366,750 | $12,293,274 | — | $31,445,800 |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (1) Under the Executive Severance Plan, an NEO is only eligible for severance payments in the event his employment is terminated by the Company without Cause or by the NEO for Good Reason. |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (2) Under the STI Plan, an NEO forfeits any rights to a payment if his employment with the Company terminates for any reason on or prior to December 31, 2025, the final date of the plan year. |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (3) RSUs will accelerate and vest in the event of Death or Disability or a Change in Control Termination. In the event of a Termination without Cause or for Good Reason without a Change in Control, all unvested RSUs shall become vested, but maintain their original delivery schedule as if the Participant had not incurred a termination of service prior to the applicable vesting date. Beginning with the 2025 RSUs, terminations without Cause occurring within six months of the grant date results in forfeiture. |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (4) 2024 PSUs will vest at the end of the performance period based on actual performance in the event of Death or Disability. Amounts assume target performance and vesting at the end of the applicable performance period. In the case of Termination without Cause or for Good Reason, there is no amount reflected because those awards are only prorated after January 1, 2026. In the case of a Change in Control with a Termination without Cause or for Good Reason after twelve months following the grant date, then awards vest at the greater of target or actual achievement of the performance goals. Amounts reflect vesting at target, as actual achievement of the performance goal as of December 31, 2025 was less than target. |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (5) 2025 PSUs will vest at the end of the performance period based on actual performance in the event of Death or Disability. Amounts assume target performance and vesting at the end of the applicable performance period. In the case of Termination without Cause or for Good Reason, there is no amount reflected because those awards are only prorated after January 1, 2027. In the case of a Change in Control with a Termination without Cause or for Good Reason within twelve months following the grant date, then awards vest at target achievement of the performance goals. Amounts reflect vesting at target because the hypothetical termination date is within twelve months following the 2025 grant dates. |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (6) Equity awards are valued using the closing price of our ordinary shares on the last trading day of 2025, $78.26, plus accrued dividend equivalent rights per unit of $1.50 for 2024 and prior awards and $0.75 for the 2025 awards. |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| | Hypothetical Event | | | | | | Anuj Dhruv | Retirement or Resignation | Death or Disability | Termination without Cause or for Good Reason | Change in Control without Termination | Change in Control with Termination without Cause or for Good Reason | | Cash Severance(1) | — | — | $1,596,000 | — | $2,679,000 | | STI Plan Cash Incentive Compensation(2) | — | — | — | — | — | | 2023 RSUs(3)(6) | — | — | — | — | — | | 2024 RSUs(3)(6) | — | — | — | — | — | | 2024 PSUs(4)(6) | — | — | — | — | — | | 2025 RSUs(3)(6) | — | $2,719,603 | $2,719,603 | — | $2,719,603 | | 2025 PSUs(5)(6) | — | $2,198,453 | — | — | $2,198,453 | | Welfare and Other Benefits | — | — | $6,995 | — | $13,990 | | Total | — | $4,918,056 | $4,322,598 | $— | $7,611,046 |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
For footnotes, see the table for Mr. Saligram, above. The above table references hypothetical payments and benefits.
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| | Hypothetical Event | | | | | | Scott C. Weatherholt | Retirement or Resignation | Death or Disability | Termination without Cause or for Good Reason | Change in Control without Termination | Change in Control with Termination without Cause or for Good Reason | | Cash Severance(1) | — | — | $1,442,000 | — | $2,420,500 | | STI Plan Cash Incentive Compensation(2) | — | — | — | — | — | | 2023 RSUs(3)(6) | — | $282,510 | $282,510 | — | $282,510 | | 2024 RSUs(3)(6) | — | $359,159 | $359,159 | — | $359,159 | | 2024 PSUs(4)(6) | — | $808,208 | — | — | $808,208 | | 2025 RSUs(3)(6) | — | $897,711 | $897,711 | — | $897,711 | | 2025 PSUs(5)(6) | — | $1,346,567 | — | — | $1,346,567 | | Welfare and Other Benefits | — | — | $19,063 | — | $38,126 | | Total | — | $3,694,155 | $3,000,443 | $— | $6,152,781 |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| | Hypothetical Event | | | | | | Richard D. Ward | Retirement or Resignation | Death or Disability | Termination without Cause or for Good Reason | Change in Control without Termination | Change in Control with Termination without Cause or for Good Reason | | Cash Severance(1) | — | — | $1,442,000 | — | $2,420,500 | | STI Plan Cash Incentive Compensation(2) | — | — | — | — | — | | 2023 RSUs(3)(6) | — | — | — | — | — | | 2024 RSUs(3)(6) | — | $289,608 | $289,608 | — | $289,608 | | 2024 PSUs(4)(6) | — | $651,798 | — | — | $651,798 | | 2025 RSUs(3)(6) | — | $843,431 | $843,431 | — | $843,431 | | 2025 PSUs(5)(6) | — | $1,265,187 | — | — | $1,265,187 | | Welfare and Other Benefits | — | — | $14,026 | — | $28,052 | | Total | — | $3,050,024 | $2,589,065 | — | $5,498,576 |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| | Hypothetical Event | | | | | | Desmond J. Mills | Retirement or Resignation | Death or Disability | Termination without Cause or for Good Reason | Change in Control without Termination | Change in Control with Termination without Cause or for Good Reason | | Cash Severance(1) | — | — | $994,980 | — | $1,351,875 | | STI Plan Cash Incentive Compensation(2) | — | — | — | — | — | | 2023 RSUs(3)(6) | — | $326,298 | $326,298 | — | $326,298 | | 2024 RSUs(3)(6) | — | $152,022 | $152,022 | — | $152,022 | | 2024 PSUs(4)(6) | — | $228,113 | — | — | $228,113 | | 2025 RSUs(3)(6) | — | $404,136 | $404,136 | — | $404,136 | | 2025 PSUs(5)(6) | — | $404,136 | — | — | $404,136 | | Welfare and Other Benefits | — | — | $19,063 | — | $28,595 | | Total | — | $1,514,705 | $1,896,499 | — | $2,895,175 |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| | Actual Severance | | | | | | Arunava Mitra | Retirement or Resignation | Death or Disability | Termination without Cause or for Good Reason | Change in Control without Termination | Change in Control with Termination without Cause or for Good Reason | | Cash Severance(1) | — | — | $1,270,171 | — | — | | STI Plan Cash Incentive Compensation | — | — | — | — | — | | 2023 RSUs(2) | — | — | $193,942 | — | — | | 2023 PSUs(3) | — | — | $1,777,771 | — | — | | 2024 RSUs(2) | — | — | $267,943 | — | — | | 2024 PSUs(4) | — | — | — | — | — | | 2025 RSUs(5) | — | — | — | — | — | | 2025 PSUs(4) | — | — | — | — | — | | Welfare and Other Benefits | — | — | $24,672 | — | — | | Total | — | — | $3,534,499 | — | — |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (1) Reflects the actual cash severance paid to Mr. Mitra in connection with his qualifying termination on April 21, 2025. |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (2) 2023 and 2024 RSUs are valued using the closing price of our ordinary shares on April 21, 2025 ($44.29) plus $0.75 in dividend equivalent rights, because the units vested in connection with his termination. |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (3) Under the terms of the 2023 PSU award, when termination occurs during the third year of the performance period, a prorated portion of the units is eligible to vest at the end of the performance period and the remainder is forfeited. Accordingly, 4,809 units were forfeited and 14,568 units remained eligible to vest on December 31, 2025. Following the Compensation Committee’s certification of a 153% payout, 22,289 units were distributed. The amount reported reflects the value of the distributed units using the closing price of our ordinary shares on the last trading day of 2025 ($78.26), plus $1.50 in dividend equivalent rights. |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (4) 2024 and 2025 PSUs were forfeited because Mr. Mitra was terminated before the third year of the applicable performance period. |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (5) 2025 RSUs were forfeited because his termination occurred less than six months after the grant date. |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| | Hypothetical Event | | | | | | Todd Glance | Retirement or Resignation | Death or Disability | Termination without Cause or for Good Reason | Change in Control without Termination | Change in Control with Termination without Cause or for Good Reason | | Cash Severance(1) | — | — | $911,345 | — | — | | STI Plan Cash Incentive Compensation | — | — | — | — | — | | 2024 PSUs(2) | — | — | — | — | — | | 2025 RSUs(2) | — | — | — | — | — | | 2025 PSUs(2) | — | — | — | — | — | | Welfare and Other Benefits | — | — | $27,392 | — | — | | Total | — | — | $938,737 | — | — |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
(1) Reflects the actual cash severance paid to Mr. Glance in connection with his qualifying termination on April 21, 2025. (2) Mr. Glance joined the Company on August 15, 2024 and departed the Company on April 21, 2025 before any of his equity awards were eligible to vest or have accelerated vesting.
PAY RATIO
PAY RATIO
2025 CEO PAY RATIO DISCLOSURE
2025 CEO PAY RATIO DISCLOSURE Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of the total annual compensation of our CEO to the median of the total annual compensation of all of our employees, excluding our CEO (the “Pay Ratio Rule”). Pay Ratio Calculation Method: Because the Pay Ratio Rule for identifying the median employee allows companies to elect from a variety of methodologies, to apply certain exclusions, and to make reasonable estimates along with factors that impact our Company’s pay ratio such as our global workforce, varied currency exchange rates, etc. the pay ratio reported by other companies may not be comparable to the pay ratio for our Company. Because our employee population and compensation structure has not materially changed, we are using the same median employee we identified for our 2024 proxy statement. For 2025, for purposes of the Pay Ratio Rule, the total compensation of Mr. Saligram, our President and CEO, was $13,022,298 and the median employee’s total annual compensation was $46,831. The resulting ratio of our CEO’s pay to our median employee’s pay for fiscal year 2025 is 278:1.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable SEC regulations, the following table sets forth required information regarding the relationship between “compensation actually paid” to our NEOs, calculated in accordance with SEC regulations, and the Company’s financial performance for fiscal years 2025, 2024, 2023, 2022 and 2021. For information regarding decisions made by our Compensation and Human Resources Committee with respect to executive compensation, refer to “ Compensation Discussion & Analysis ” above:
PAY VERSUS PERFORMANCE
| | | | | | Value of $100 | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (2)(3) | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) | Net Income (Loss) (in millions) (5) | Adjusted Free Cash Flow (in millions) (6) | | 2025 | $13,022,298 | $22,351,840 | $2,491,725 | $2,761,590 | $625 | $193 | $431 | $466 | | 2024 | $14,778,004 | $(5,999,694) | $2,573,273 | $(163,813) | $559 | $161 | $506 | $524 | | 2023 | $11,200,810 | $50,496,414 | $2,951,630 | $7,209,890 | $764 | $135 | $417 | $651 | | 2022 | $12,242,321 | $50,156,845 | $2,342,015 | $4,919,833 | $398 | $130 | $26 | $299 | | 2021 | $12,591,069 | $48,256,831 | $3,145,491 | $8,198,482 | $216 | $95 | $(450) | $278 |
PAY VERSUS PERFORMANCE
| (1) The dollar amounts reported represent the amounts of total compensation for our PEO, Mr. Saligram, in the Summary Compensation Table for each year. |
PAY VERSUS PERFORMANCE
| (2) The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC regulations. The dollar amounts do not reflect the actual amounts of compensation paid to our PEO or other NEOs during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the equity awards vested or were forfeited, or through the end of the reported fiscal year. We do not offer our NEOs pensions, so there are no adjustments for pension-related costs that would otherwise be required by SEC regulations. |
PAY VERSUS PERFORMANCE
| To calculate the amounts in the “Compensation Actually Paid to PEO” column in the table above, the following amounts were deducted from and added to (as applicable) our PEO’s “Total” compensation as reported in the Summary Compensation Table: |
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO | Deduct Reported Value of Equity Awards for PEO | Add Fair Value of Current Year Equity Awards for PEO | Add Change in Fair Value of Prior Year Equity Awards Unvested at Year End for PEO | Add Fair Value as of Vesting Date for Awards Granted and Vested in the Current Year for PEO | Add Change in Fair Value of Prior Year Equity Awards Vested During the Current Year for PEO | Compensation Actually Paid to PEO | | 2025 | $13,022,298 | $(9,969,035) | $15,865,464 | $872,443 | — | $2,560,670 | $22,351,840 | | 2024 | $14,778,004 | $(11,549,276) | $6,110,042 | $(4,656,330) | — | $(10,682,134) | $(5,999,694) | | 2023 | $11,200,810 | $(7,723,345) | $15,592,059 | $29,336,167 | — | $2,090,723 | $50,496,414 | | 2022 | $12,242,321 | $(6,541,693) | $10,759,142 | $11,178,114 | — | $22,518,961 | $50,156,845 | | 2021 | $12,591,069 | $(9,296,759) | $40,526,942 | $2,454,230 | — | $1,981,349 | $48,256,831 |
PAY VERSUS PERFORMANCE
| (3) For 2025, our non-PEO NEOs were Messrs. Dhruv, Weatherholt, Ward, Mills, Mitra and Glance. For 2024, our non-PEO NEOs were Messrs. Mitra, Weatherholt, Ward, Mills and Davison. For 2023, our non-PEO NEOs were Messrs. Mitra, Weatherholt, Mills, Mongrain and Davison. For 2022, our non-PEO NEOs were Messrs. Jennings, Weatherholt, Mongrain, Davison and Mills. The amounts for Mr. Jennings include his compensation through his departure from the Company on July 31, 2022 and amounts owed in connection with his separation of employment. The amounts for Mr. Davison include his compensation actually received after joining the Company on September 30, 2022. For 2021, the non-PEO NEOs were Messrs. Jennings, Weatherholt, Mongrain, Mills and Blanchard. The amounts for Mr. Blanchard include his compensation actually received and certain payments made to him upon his retirement from the Company on February 26, 2021. |
PAY VERSUS PERFORMANCE
| To calculate the amounts in the “Compensation Actually Paid to non-PEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) our non-PEO NEOs’ “Total” compensation as reported in the Summary Compensation Table: |
PAY VERSUS PERFORMANCE
| Year | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Deduct Average Reported Value of Equity Awards for Non-PEO NEOs | Add Average Fair Value of Current Year Equity Awards for Non-PEO NEOs | Add Average Change in Fair Value of Prior Year Equity Awards Unvested at Year End for Non-PEO NEOs | Add Average Fair Value as of Vesting Date for Awards Granted and Vested in the Current Year | Add Average Change in Fair Value of Prior Year Equity Awards Vested During the Current Year for Non- PEO NEOs | Add Average Fair Value at end of Prior Fiscal Year of Awards that failed to Meet Vesting Requirements in Current Year | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $2,491,725 | $(1,484,558) | $1,789,253 | $55,710 | $— | $120,826 | $(211,366) | $2,761,590 | | 2024 | $2,573,273 | $(1,612,529) | $804,356 | $(432,777) | $57,314 | $(876,639) | $(676,811) | $(163,813) | | 2023 | $2,951,630 | $(1,692,311) | $3,348,573 | $2,506,519 | $— | $95,480 | $— | $7,209,890 | | 2022 | $2,342,015 | $(1,022,677) | $1,083,690 | $968,174 | $27,886 | $2,444,554 | $(923,809) | $4,919,833 | | 2021 | $3,145,491 | $(1,825,841) | $6,878,832 | — | $— | — | — | $8,198,482 |
PAY VERSUS PERFORMANCE
| (4) The peer group total shareholder return shown in the table reflects the cumulative performance of the members of the Dow Jones U.S. Oil Equipment and Services Index from June 2, 2021, the date our ordinary shares were listed on Nasdaq, through each year-end presented. The values assume a $100 investment on June 2, 2021 and reinvestment of all dividends. |
PAY VERSUS PERFORMANCE
| (5) Reflects net income (loss) as shown in the Company’s respective Annual Report on Form 10-K for the years indicated. |
PAY VERSUS PERFORMANCE
| (6) Reflects adjusted free cash flow, the “company-selected measure.” Adjusted free cash flow is a non-GAAP financial measure calculated as cash flows provided by (used in) operating activities, less capital expenditures plus proceeds from disposition of assets. Refer to Annex A of this Proxy Statement for a reconciliation of adjusted free cash flow to cash flows provided by operating activities, the most directly comparable GAAP financial measure. |