DEF 14A of Weatherford International plc
Filed Apr 24, 2024 · FY20230001603923-24-000088
OUR DIRECTOR NOMINEES
OUR DIRECTOR NOMINEES Our Board is committed to ensuring the Company’s business affairs are managed in an effective and accountable manner. To achieve this, the composition of our Board is carefully considered and evaluated by the Nominating and Governance Committee to ensure diversity and bring the appropriate range of skills and experience in relevant areas including finance, exploration and production, environment, international business and leadership, and oilfield services that will enable our Board to help guide the Company’s strategic objectives and maintain high standards of corporate governance practices.
OUR DIRECTOR NOMINEES
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AGENDA ITEM 1 – ELECTION OF DIRECTORS
AGENDA ITEM 1 – ELECTION OF DIRECTORS The Board of Directors recommends that you vote “FOR” each nominee for director. Upon the recommendation of the Nominating and Governance Committee, the Company’s Board of Directors has nominated the following five nominees to be elected at the AGM: Charles M. Sledge, Benjamin C. Duster, IV, Neal P. Goldman, Jacqueline C. Mutschler and Girishchandra K. Saligram. 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 is an existing director who, in accordance with the Articles, shall retire from their position as a director at the AGM and be eligible for re-election. Each director elected will serve (unless his or her office is earlier vacated in accordance with the Articles), for a one-year term concluding at the later of (x) the 2025 AGM and (y) subject to article 155 of the 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. The vote will be held by a separate resolution for each director nominee. A director nominee will be re-elected if approved by an ordinary resolution (i.e., a simple majority of the votes cast being cast “For” the re-election of the nominee). If you properly submit a proxy card but do not indicate how you wish to vote, the Proxy Holders will vote for all of the listed nominees for director.
DIRECTORS’ DIVERSITY OF SKILLS AND EXPERTISE
DIRECTORS’ DIVERSITY OF SKILLS AND EXPERTISE Our Board’s composition is carefully considered by the Nominating and Governance Committee to ensure diversity in the broadest sense — diversity of viewpoints, backgrounds and experience — to bring together multiple, complementary perspectives. The Board membership qualifications and nomination process can be found in our Corporate Governance Principles at www.weatherford.com by clicking on the “Investor Relations” page, then “Company Information,” then “Corporate Governance,” then “Corporate Documents,” then selecting “Corporate Governance Principles.” Our director nominees bring a range of skills and experience to our Board as outlined in the following table. In addition to their professional skills, of equal importance is each Director’s ethics and integrity. We believe each Director embodies the highest degree of personal and professional standards.
DIRECTORS’ DIVERSITY OF SKILLS AND EXPERTISE
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DIRECTORS’ DIVERSITY OF SKILLS AND EXPERTISE
The following table summarizes the key skills and attributes of each member of our Board that we believe are relevant to their Board and committee service.
DIRECTORS’ DIVERSITY OF SKILLS AND EXPERTISE
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NASDAQ BOARD DIVERSITY MATRIX
NASDAQ BOARD DIVERSITY MATRIX Nasdaq requires companies listed on a Nasdaq exchange to publicly disclose annually the self-identified gender and racial characteristics and LGBTQ+ status of the company’s directors using a standardized template. Nasdaq’s board diversity rules are intended to promote greater diversity among members of the boards of Nasdaq listed companies and also provide stakeholders with consistent board diversity disclosure. Nasdaq has also established a minimum board diversity standard of at least two “diverse” directors with at least one self-identifying as “female” and at least one self-identifying as either an “underrepresented minority” or “LGBTQ+.” If a company has five or fewer directors, Nasdaq standard only requires that one director be “diverse.” If a company does not satisfy the applicable standard, it must provide an explanation for not doing so. We believe our Board’s diversity is important, and that it enhances our corporate governance and improves Company performance. As of April 24, 2024, a majority of our Board consists of “diverse” directors as defined in the Nasdaq board diversity rule, with three of our five directors meeting this definition, as Ms. Mutschler self-identifies as “female” and Mr. Duster and Mr. Saligram self-identify as Black and Asian, respectively— each an “underrepresented minority” under the Nasdaq rule. We believe that the self-identified diversity characteristics of each of our directors add useful perspective and insight to the deliberations of our Board. We consider the effectiveness of our Board diversity efforts in connection with identifying and evaluating director nominees.
NASDAQ BOARD DIVERSITY MATRIX
| Weatherford International plc Board Diversity Matrix (as of April 24, 2024) | | | | | | Total Number of Directors | 5 | | | | | | Female | Male | Non- Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 1 | 4 | | | | Part II: Demographic Background | | | | | | African American or Black | | 1 | | | | Alaskan Native or Native American | | | | | | Asian | | 1 | | | | Hispanic or Latinx | | | | | | Native Hawaiian or Pacific Islander | | | | | | White | 1 | 2 | | | | Two or More Races or Ethnicities | | | | | | LGBTQ+ | | | | | | Did Not Disclose Demographic Background | | | | |
NASDAQ BOARD DIVERSITY MATRIX
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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
| | 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 Chesapeake Energy Corporation,and Diamond Offshore Drilling Inc., and chairs the audit committee at Chesapeake Energy Corporation. Mr. Duster previously served on the board of directors of Alaska Communications Systems Group, Inc. Mr. Duster also serves as CFO of Mobile Technologies Inc., a global retail security, smart locks and technology support services company. Education Yale University, BA in Economics (Applied Math minor) with Honors Harvard Law School, Juris Doctorate Harvard Business School, MBA | | AGE: 63 DIRECTOR SINCE: Jun. 2020 COMMITTEES: Audit Compensation and Human Resources (Chair) Nominating and Governance OTHER PUBLIC COMPANY BOARDS: Chesapeake Energy Corporation Diamond Offshore Drilling Inc. | |
DIRECTOR NOMINEE BIOGRAPHIES
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DIRECTOR NOMINEE BIOGRAPHIES
| | NEAL P. GOLDMAN Background Mr. 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 to build to over $12 billion in assets under management. Mr. Goldman currently serves as Chairman of the Board of Talos Energy Inc. and Diamond Offshore Drilling, Inc., and he is a member of the board of KLDiscovery Inc. He previously served on the boards of directors of Core Scientific, Inc., Mallinckrodt plc, Redbox Entertainment Inc., Ultra Petroleum and Ditech Holding Corporation (f/k/a Walter Investments Inc.). Education University of Michigan, BA University of Illinois, MBA | | AGE: 54 DIRECTOR SINCE: Dec. 2019 COMMITTEES: Audit (Vice Chair) Compensation and Human Resources Nominating and Governance (Chair) OTHER PUBLIC COMPANY BOARDS: Talos Energy Inc. Diamond Offshore Drilling, Inc. KLDiscovery Inc. | |
DIRECTOR NOMINEE BIOGRAPHIES
| | JACQUELINE C. MUTSCHLER Background Ms. Mutschler has over 30 years of experience in the energy industry. During her 28 years at BP plc she held operational, financial and technology roles across 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, and serves on public boards. Ms. Mutschler has been a member of the Antero Resources Corporation board of directors since 2020, where she currently serves on the Audit, Nominating and Corporate Governance, Conflicts, and ESG Committees. Education Wright State University, B.S., Geology/Geophysics Stanford University, Executive Education Program Massachusetts Institute of Technology, Executive Education Program | | AGE: 62 DIRECTOR SINCE: Dec. 2019 COMMITTEES: Compensation and Human Resources Nominating and Governance Safety, Environment and Sustainability (Chair) OTHER PUBLIC COMPANY BOARDS: Antero Resources Corporation | |
DIRECTOR NOMINEE BIOGRAPHIES
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DIRECTOR NOMINEE BIOGRAPHIES
| | CHARLES M. SLEDGE Background Mr. 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 Holding Corporation plc (which in October 2022 absorbed Maersk Drilling), and he serves as a member of the board of directors for Talos Energy Inc., where he chairs the Audit Committee. He previously served on the board of directors of Vine Energy, Inc. (which was acquired by Chesapeake Energy Corporation). Education Louisiana State University, B.S. in Accounting Harvard Business School, Advanced Management Program | | AGE: 58 DIRECTOR SINCE: Dec. 2019 COMMITTEES: Chairperson of the Board Audit (Chair) Safety, Environment and Sustainability OTHER PUBLIC COMPANY BOARDS: Noble Holding Corporation plc Talos Energy Inc. | |
DIRECTOR NOMINEE BIOGRAPHIES
| | GIRISHCHANDRA K. SALIGRAM Background Mr. 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. | | AGE: 52 DIRECTOR SINCE: Oct. 2020 COMMITTEES: Safety, Environment and Sustainability OTHER PUBLIC COMPANY BOARDS: None | |
DIRECTOR NOMINEE BIOGRAPHIES
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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. In 2023, 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 increased the target value of the equity retainers by 10% to be more in line with market practice. Otherwise, the annual retainer and standing committee fee structure remained unchanged. As discussed above in “—Our Board and Board Committees,” a Special Committee of the Board was formed in September 2023 and all non-employee directors were appointed to serve as members of the Special Committee. In recognition of the additional time and effort expended in serving on the Special Committee during 2023, a $90,000 fee was paid to each Special Committee member. The Special Committee was dissolved in January 2024. The compensation structure for our directors is shown below: Cash Compensation
DIRECTOR COMPENSATION
| Position | Cash Retainer ($) | | 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 $1,500 per meeting is typically paid to each director for meetings exceeding that threshold; however, simultaneous with the creation of the Special Committee, the additional meeting fee was suspended for 2023. Cash retainers are paid quarterly, in advance. Equity Compensation
DIRECTOR COMPENSATION
| Position | 2022 Target Value ($) | 2023 Target Value ($) | | Non‐Executive Chairman of the Board | 292,000 | 321,200 | | Board Member | 200,000 | 220,000 |
DIRECTOR COMPENSATION
In 2023, 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 or a change in control.
DIRECTOR COMPENSATION
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2023 DIRECTOR COMPENSATION
2023 DIRECTOR COMPENSATION The following table sets forth the compensation paid to each of our independent directors for the year ended December 31, 2023. Information about Mr. Saligram, who serves as a non-independent director and as our President and CEO, is listed in the 2023 Summary Compensation Table in this Proxy Statement.
2023 DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Share Awards(1) | All Other Compensation | Total | | Charles M. Sledge | $262,500 | $320,843 | $— | $583,343 | | Benjamin C. Duster, IV | $220,000 | $219,773 | $— | $439,773 | | Neal P. Goldman | $217,500 | $219,773 | $— | $437,273 | | Jacqueline Mutschler | $217,500 | $219,773 | $— | $437,273 | | (1)Each non-executive director other than Mr. Sledge was awarded 4,101 RSUs on January 18, 2023 at a grant date fair value of $53.59 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 5,987 RSUs on January 18, 2023 at a grant date fair value of $53.59 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. In January 2024, the cash settlement of a portion of the awards described in the table above resulted in incremental value of $90,616 for Mr. Sledge, and $62,060 for Messrs. Duster and Goldman and Ms. Mutschler. | | | | |
2023 DIRECTOR COMPENSATION
As of December 31, 2023, the aggregate outstanding number of unvested RSUs awarded to each non-employee director is set forth below.
2023 DIRECTOR COMPENSATION
| Name | Aggregate Number of RSUs Awarded and Outstanding at December 31, 2023 (#) | | Charles M. Sledge | 5,987 | | Benjamin C. Duster, IV | 4,101 | | Neal P. Goldman | 4,101 | | Jacqueline Mutschler | 4,101 |
2023 DIRECTOR COMPENSATION
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COMPENSATION PROGRAM OVERVIEW
| Element / Program / Policy | 2023 Changes | | Base Salary | Selected increases to align more closely with the competitive marketplace | | Clawback Policies | Adopted an executive officer policy aligned to new SEC requirements and Nasdaq listing standards, while maintaining our general policy that allows the Board discretion to clawback incentive compensation in the event of “detrimental activity” by an NEO or other covered employee | | Equity Award Split | Increased the relative portion of the annual equity award granted in the form of performance share units from 50% to most NEOs in 2022 to 60% in 2023, and from 60% to the CEO in 2022 to 70% in 2023. |
COMPENSATION PROGRAM OVERVIEW
| Compensation Element | Description | Underlying Principle | | Base Salary | •Fixed cash compensation that is predicated on responsibility, skills and experience •Generally reviewed annually and may be modified on the basis of merit, promotion, internal equity considerations and/or market adjustments | •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 Opportunities | •Annual cash compensation 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 growth •Motivate the achievement of quantitative performance goals | | Long-Term Incentive Plan Opportunities | •Drive Company performance and align interests of NEOs with those of shareholders •Long-term incentive awards are delivered 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 a periodic equity grant program with long-term vesting schedules •Encourage long-term share ownership •Align executive and shareholder interests |
THE COMPENSATION SETTING PROCESS
THE COMPENSATION SETTING PROCESS The Committee oversees our executive compensation program, working closely with LB&Co., and reviews, at least annually, the design of our compensation program 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. The Role of the Compensation and Human Resources Committee Structure of the Committee: Currently, the Committee consists of three members of the Board, each of whom qualifies as independent under Nasdaq listing standards. 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 standing committee, generally participates in all meetings of the Committee. The Committee and the Board meet regularly, and in 2023 the Committee held seven 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 setting, monitoring and implementing 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, the executive officer’s position, responsibilities, experience, expertise, knowledge and qualifications, market factors, the industry in which we operate and compete, recruitment and retention factors, the executive officer’s individual performance and compensation history, internal equity among our executive team 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: CEO Compensation: The Committee reviews Mr. Saligram’s performance throughout the year, incorporating feedback directly from the Board. Based on their evaluation, 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. The Role of the Independent Compensation Consultant: The Committee has retained LB&Co. as its independent compensation consultant to provide advice regarding executive and director compensation and related corporate governance matters. Compensation Consultant Conflict of Interest Assessment: As required by rules adopted by the SEC under Dodd-Frank, the Committee assessed all relevant factors and concluded that LB&Co. was independent and the work provided by LB&Co. did not raise any conflict of interests in 2023. In making this determination, the Committee considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. 2023 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 developing its executive compensation program and in assessing the competitiveness of its executive compensation
THE COMPENSATION SETTING PROCESS
levels. The Committee augments the peer group analyses with broad-based survey data from Willis Towers Watson and Mercer. The Committee compares executive officer compensation against these peer companies through a benchmarking analysis to ensure that the Company’s executive officer compensation packages are reasonably competitive with those provided by the Company’s peers. In the third quarter of 2022 and again in the first quarter of 2023, the Committee, in consultation with LB&Co. and management, reviewed the composition of our peer group to be utilized for 2023 and determined that no changes were necessary at that time. While certain of the companies listed in the peer group are not direct competitors of Weatherford, the Committee believed that this peer group continued to provide an accurate representation of market factors necessary to ensure competitive compensation benchmarking.
THE COMPENSATION SETTING PROCESS
| 2023 PEER GROUP | | | ChampionX Corporation | MasTec, Inc. | | Clean Harbors, Inc. | Nabors Industries Ltd. | | Donaldson Company, Inc. | NexTier Oilfield Solutions Inc.1 | | Expro Group Holdings N.V. | NOV Inc. | | Flowserve Corporation | Oceaneering International, Inc. | | Halliburton Company | Patterson-UTI Energy, Inc. | | Helmerich & Payne, Inc. | TechnipFMC plc | | Ingersoll Rand Inc. | Vontier Corporation | | KBR, Inc. | Transocean Ltd. | | 1 NexTier Oilfield Solutions, Inc. was acquired by Patterson-UTI Energy, Inc. in September 2023 | |
Elements of the 2023 Executive Compensation Program
| | Short-Term Incentive Target (% of Base Salary) | | | | NEO | 2022 | 2023 | Change | | Girishchandra K. Saligram | 125% | 125% | — | | Arunava Mitra1 | - | 90% | | | Scott C. Weatherholt | 90% | 90% | — | | Desmond J. Mills | 65% | 65% | — | | Charles "Chuck" W. Davison, Jr. | 90% | 90% | — | | Joseph H. Mongrain | 75% | 90% | 15% | | 1Mr. Mitra joined the Company in January 2023. | | | |
Elements of the 2023 Executive Compensation Program
| | Threshold | Target | Maximum | Actual | % Payout | | Adjusted EBITDA (in millions) | $860 | $945 | $1,020 | $1,186 | 200% | | Adjusted Free Cash Flow (in millions) | $200 | $250 | $300 | $651 | 200% | | Payout (as a percent of target) | 50% | 100% | 200% | | |
Elements of the 2023 Executive Compensation Program
| NEO | Target (%) | Weighted Financial Metric Payout (%) | Individual Performance Rating Achievement (%) | HSE Modifier (%) | Final Adjusted Achievement (%) | Final Payout ($) | | Girishchandra K. Saligram | 125% | 140% | 57% | (5)% | 192% | $2,400,000 | | Arunava Mitra | 90% | 140% | 57% | (5)% | 192% | $907,200 | | Scott C. Weatherholt | 90% | 140% | 57% | (5)% | 192% | $820,800 | | Desmond J. Mills | 65% | 140% | 57% | (5)% | 192% | $499,200 | | Charles "Chuck" W. Davison, Jr.(1) | 90% | 140% | 15% | (5)% | 150% | $675,000 | | Joseph H. Mongrain(1) | 90% | 140% | 15% | (5)% | 150% | $553,500 | | (1) Mr. Davison and Mr. Mongrain each departed the Company before the 2023 STI Plan payment date; however, in consideration of the close proximity to the payment date and as additional consideration for obtaining a release of claims as part of their termination, the Committee authorized payment of the above amounts under the 2023 STI Plan in connection with their termination. | | | | | | |
Elements of the 2023 Executive Compensation Program
| | Long-Term Incentive Awards | | | | | | | | % of Base Salary | | | 2023 Awards | | | | NEO | 2022 | 2023 | Change | RSUs | PSUs | Total | | Girishchandra K. Saligram | 690% | 690% | - | 38,586 | 90,036 | 128,622 | | Arunava Mitra | - | 330% | - | 12,918 | 19,377 | 32,295 | | Scott C. Weatherholt | 300% | 300% | - | 10,625 | 15,938 | 26,563 | | Desmond J. Mills | 115% | 110% | (5)% | 4,101 | 4,101 | 8,202 | | Charles "Chuck" W. Davison, Jr. | - | 275% | - | 10,252 | 15,378 | 25,630 | | Joseph H. Mongrain | 160% | 160% | - | 4,891 | 7,337 | 12,228 |
Elements of the 2023 Executive Compensation Program
Consistent with prior years, LTI Plan awards for NEOs in 2023 are intended to address both the long-term performance and retention objectives of our equity compensation philosophy. Award Mix. LTI Plan awards are delivered as a mix of time-based RSUs and performance-based PSUs. In 2023, Mr. Saligram received 70% PSUs and 30% RSUs, Mr. Mills received an equal weighting between RSUs and PSUs, and all other NEOs received 60% PSUs and 40% RSUs. The award mix for 2023 was more heavily weighted toward performance share units than in 2022 where most NEOs received 50% PSUs and the CEO received 60% PSUs, underscoring our commitment to aligning executive pay with performance. Number of Units. The target number of PSUs and RSUs for each executive is determined by dividing the target value by the volume-weighted average closing share price of our ordinary shares for the seven trading days immediately preceding and inclusive of the grant date. Vesting Schedule. RSUs vest in equal annual installments on each of the first three anniversaries of the grant date. PSUs will cliff-vest, to the extent earned, following the conclusion of the performance period on December 31, 2025. Performance Metrics. The PSUs are based on achievement of a specified cumulative 3-year TSR, weighted at 40%, and four different strategic initiatives related to customer fulfillment, structural cost improvements, net working capital and days to invoice, each weighted at 15%. 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. As previously disclosed, in January 2022 the Committee approved adjusting the Company’s long-term equity incentive awards to have a three-year vesting period versus the two-year period utilized in 2021. As such, no PSUs vested at the end of 2023. 2023 WAGE Program Awards As previously disclosed, in November 2021, the Board approved the implementation of the Weatherford Accelerating Growth & Efficiency Program, or WAGE Program, a special incentive plan intended to motivate key executives and employees to deliver significant returns to our investors over the mid- to long-term. WAGE Program grants consist entirely of PSUs governed by a single performance measure: sustained growth in share price. The underlying metrics are competitively sensitive information; therefore, they will be disclosed only in our future SEC disclosures when the performance period is completed. In January 2023, 40,000 PSUs were granted to Mr. Mitra under the WAGE Program in accordance with his November 2022 offer letter and in connection with his appointment as Chief Financial Officer of the Company during the performance period. The WAGE PSUs were granted to Mr. Mitra on the expectation that he would be instrumental in helping the
Elements of the 2023 Executive Compensation Program
Company achieve the WAGE Program’s performance metrics of sustained growth in share price throughout the remainder of the performance period. Also in January 2023, 5,000 PSUs were granted to Mr. Mills under the WAGE Program in recognition of his service as interim Chief Financial Officer prior to Mr. Mitra’s appointment. The WAGE PSUs granted to Messrs. Mitra and Mills in 2023 were also intended to more closely align the recipients with the WAGE Program award levels of the other NEOs, none of whom received additional grants under the WAGE Program in 2023. The WAGE PSUs granted to Messrs. Mitra and Mills are subject to the same performance metrics and vesting requirements applicable to the other WAGE Program award recipients. Additionally, in order to promote retention among key executives and employees, all WAGE Program participants have to remain employed by the Company through the end of the performance period on December 31, 2024 in order to vest and receive full payout under the WAGE Program awards. Participants who are terminated without cause or resign for good reason during the final year of the performance period are entitled to prorated vesting with settlement of the shares earned occurring only after the end of the performance period. Consistent with all other equity awards granted under the 2019 EIP, the Committee reserves the right to accelerate the vesting of such WAGE awards in its discretion, subject to the considerations set forth in the 2019 EIP and the relevant award agreements.
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 package. Additionally, each NEO is entitled to severance benefits under our Amended and Restated Executive Severance Plan and our Third Amended and Restated Change in Control Severance Plan, each as described below. In December 2022, the Company implemented 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 the NEO population, beginning in 2023. Utilization of these screenings is at the discretion of the individual NEO. 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 Mr. Saligram at his personal residence in 2023. The amounts of these perquisites are shown in the 2023 Summary Compensation Table and the related footnotes. The Company considers these programs to be for the benefit of the Company, encouraging executives to proactively manage their health and complex financial/tax situations, thereby enabling them to focus on the business. The Company does not consider the financial value of these additional benefits to be material within the context of the NEOs’ overall compensation package.
EXECUTIVE SEVERANCE PLAN
EXECUTIVE SEVERANCE PLAN The Weatherford International plc Amended and Restated Executive Severance Plan as most recently 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 able to receive: •an amount equal to (i) one and a half times for the CEO or (ii) one times for other participants (including Messrs. Mitra, Weatherholt, Mongrain, Davison and Mills) the sum of (x) participant’s base salary in effect up to and including the termination date, and (y) the participant’s target bonus, and provided that the amounts in (x) and (y) shall be annualized for any period of employment that is less than one full year; •a prorated target annual incentive bonus for the year of termination; •continued health and welfare benefits for (i) one and a half years for the CEO, and (ii) one year for other participants (including Messrs. Mitra, Weatherholt, Mongrain, Davison and Mills); •other severance required by law or contract; •up to six months of outplacement services; and •salary and benefits accrued through the date of termination. To participate in the Executive Severance Plan, participants must execute the Company’s form Confidentiality and Restrictive Covenant Agreement, which currently 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 Company’s form Confidentiality and Restrictive Covenant Agreement previously provided for a 6-month post-termination non-competition covenant, and was amended to its current form in January 2024 in order to more closely align with industry practice. 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 would 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.
EXECUTIVE SEVERANCE PLAN
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CHANGE IN CONTROL SEVERANCE PLAN
CHANGE IN CONTROL SEVERANCE PLAN The Third Amended and Restated Weatherford International plc Change in Control Severance Plan as approved by the Board as of January 18, 2023 (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 able to receive: •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. Mitra, Weatherholt, Mongrain and Davison), or (iii) one and one half times for other participants (which included Mr. Mills) the sum of (x) the higher of the participant’s 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 target bonus, and provided that the amounts in (x) and (y) shall be annualized for any period of employment that is less than one full year; •a prorated target annual bonus for the year of termination; •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. Mitra, Weatherholt, Mongrain and Davison), and (iii) one and one half year for other participants (which included Mr. Mills); •other severance required by law or contract; •up to six months of outplacement services; and •salary and benefits accrued through the date of termination. 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 we would reduce the amount of severance otherwise payable to the participant 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.
2023 SUMMARY COMPENSATION TABLE
2023 SUMMARY COMPENSATION TABLE This table shows the total compensation paid for the years ended December 31, 2023, 2022 and 2021 to our NEOs, calculated in accordance with SEC regulations. The dollar amounts do not reflect the actual amounts of compensation paid to our NEOs during the applicable year. Information is not provided (i) for 2021 for Mr. Davison and (ii) for 2022 and 2021 for Mr. Mitra because they were not NEOs in those years.
2023 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($)(5) | Stock Awards ($)(6) | Non-Equity (Cash) Incentive ($)(7) | All Other Compensation ($)(8) | Total ($) | | Girishchandra K. Saligram | 2023 | 1,000,000 | — | 7,723,345 | 2,400,000 | 77,465 | 11,200,810 | | President, Chief Executive Officer and Director | 2022 | 900,000 | — | 6,541,693 | 4,784,720 | 15,908 | 12,242,321 | | | 2021 | 837,500 | — | 9,296,759 | 2,444,375 | 12,435 | 12,591,069 | | Arunava Mitra | 2023 | 522,813 | 410,000 | 3,916,223 | 907,200 | 33,646 | 5,789,882 | | Executive Vice President and Chief Financial Officer | 2022 | | | | | | | | | 2021 | | | | | | | | Scott C. Weatherholt(1) | 2023 | 475,000 | — | 1,570,524 | 820,800 | 26,417 | 2,892,741 | | Executive Vice President, General Counsel and Chief Compliance Officer | 2022 | 425,000 | — | 1,343,106 | 1,494,101 | 9,831 | 3,272,038 | | | 2021 | 417,621 | 55,000 | 2,512,446 | 845,750 | 10,772 | 3,841,589 | | Desmond J. Mills(2) | 2023 | 400,000 | — | 736,473 | 499,200 | 20,765 | 1,656,438 | | Senior Vice President and Chief Accounting Officer | 2022 | 360,000 | 5,000 | 475,422 | 434,070 | 13,114 | 1,287,606 | | | 2021 | 258,611 | 2,500 | 1,059,176 | 297,863 | 119,475 | 1,737,625 | | Charles W. Davison, Jr.(3) | 2023 | 500,000 | — | 1,515,359 | 675,000 | 12,965 | 2,703,324 | | Executive Vice President, Chief Fulfillment & Enterprise Infrastructure Officer | 2022 | 120,549 | — | 530,750 | 181,688 | 4,001 | 836,988 | | | 2021 | | | | | | | | Joseph H. Mongrain(4) | 2023 | 410,000 | — | 722,975 | 553,500 | 29,288 | 1,715,763 | | Executive Vice President and Chief People Officer | 2022 | 390,000 | — | 657,280 | 459,225 | 15,485 | 1,521,990 | | | 2021 | 291,111 | — | 1,602,672 | 354,453 | 12,132 | 2,260,368 | | (1)Mr. Mitra was appointed as our Executive Vice President and Chief Financial Officer effective January 3, 2023. (2)Mr. Mills also served as our interim Chief Financial Officer from August 1, 2022 until January 2, 2023. (3)Mr. Davison departed the Company effective February 6, 2024. (4)Mr. Mongrain departed the Company effective February 6, 2024. (5)Mr. Mitra received a cash sign-on bonus of $410,000 in connection with his joining the Company in 2023. (6)For the 2023 fiscal year, in accordance with FASB ASC Topic 718, the grant date fair value of RSU awards and the portion of PSU awards subject to metrics defined solely by reference to our own operations was determined based on the closing price of our shares on the date of grant. The portion of PSU awards subject to the market performance of our shares was determined using a Monte Carlo simulation model. Because a portion of the PSU awards were based on achieving certain strategic initiative metrics that were communicated to the NEOs and have been monitored by our Compensation Committee, but for which specific targets for achievement are ultimately subject to discretion by the Compensation Committee, a FASB ASC Topic 718 grant date was not established. For such portions of the PSU awards, the fair value was determined using the closing price of our shares on the service inception date in accordance with the Compliance and Disclosure Interpretation 119.24 promulgated by the SEC. In the Summary Compensation Table, the fair value of PSUs with performance condition based on the market performance of our shares (“market condition”) incorporates the likelihood of achieving the market condition. However, there is not market data to determine whether PSUs with a performance condition defined solely by reference to our own operations (“performance condition”) will be achieved. For PSUs with a performance condition, we have assessed the likelihood that these PSUs will payout based upon target achievement. The table below shows the hypothetical grant date fair value of awards assuming the highest level of performance (maximum) is achieved. | | | | | | | |
2023 SUMMARY COMPENSATION TABLE
| Named Executive | PSUs with Market Condition ($) | PSUs with Performance Condition ($) | All PSUs at Maximum Payout ($) | All RSUs ($) | All Awards at Maximum Payout ($) | | Saligram | 2,760,504 | 5,790,035 | 8,550,539 | 2,067,824 | 10,618,363 | | Mitra | 2,600,899 | 1,246,096 | 3,846,995 | 692,276 | 4,539,271 | | Weatherholt | 488,659 | 1,024,941 | 1,513,600 | 569,394 | 2,082,994 | | Mills | 384,837 | 263,727 | 648,564 | 219,773 | 868,337 | | Davison | 471,489 | 988,928 | 1,460,417 | 549,405 | 2,009,822 | | Mongrain | 224,952 | 471,828 | 696,780 | 262,109 | 958,889 |
2023 SUMMARY COMPENSATION TABLE
| Weatherford International plc — 2024 Proxy Statement | 39 |
2023 SUMMARY COMPENSATION TABLE
| (7) Amounts reflect cash payments under our 2023 STI Plan. Mr. Davison and Mr. Mongrain each departed the Company before the 2023 STI Plan payment date; however, in consideration of the close proximity to the payment date and as additional consideration for obtaining a release of claims as part of their termination, the Committee authorized payment of the above amounts under the 2023 STI Plan in connection with their termination. (8) All Other Compensation for 2023 consists of the following: |
2023 SUMMARY COMPENSATION TABLE
| Named Executive | 401(k) Match ($)(1) | Life Insurance Premium ($) | Relocation & Geographic Differential ($) | Security ($)(2) | Financial Consulting ($) | Total ($) | | Saligram | 13,200 | 4,085 | | 48,878 | 11,302 | 77,465 | | Mitra | 7,341 | 2,090 | 14,215 | — | 10,000 | 33,646 | | Weatherholt | 13,200 | 1,504 | | — | 11,713 | 26,417 | | Mills | 13,200 | 1,565 | | — | 6,000 | 20,765 | | Davison | 9,900 | 3,065 | | — | — | 12,965 | | Mongrain | 13,200 | 6,088 | | — | 10,000 | 29,288 | | (1)Amounts shown represent the Company contributions to the U.S. 401(k) plan for each of the NEOs. (2)Amounts shown include physical security and cyber protection services provided at Mr. Saligram’s personal residence. | | | | | | |
2023 SUMMARY COMPENSATION TABLE
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GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table provides information regarding plan-based awards granted in 2023 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 | | | All Other Stock Awards: Number of Restricted Shares/Units | Grant Date Fair Value of Share Awards | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Saligram | 1/18/2023(1) | 625,000 | 1,250,000 | 2,500,000 | | | | | | | | 1/18/2023(2) | | | | 45,018 | 90,036 | 180,072 | | 5,655,521 | | | 1/18/2023(3) | | | | | | | 38,586 | 2,067,824 | | Mitra | 1/18/2023(1) | 236,250 | 472,500 | 945,000 | | | | | | | | 1/18/2023(2) | | | | 9,688 | 19,377 | 38,754 | | 1,217,147 | | | 1/18/2023(3) | | | | | | | 12,918 | 692,276 | | | 1/11/2023(4) | | | | 20,000 | 40,000 | 40,000 | | 2,006,800 | | Weatherholt | 1/18/2023(1) | 213,750 | 427,500 | 855,000 | | | | | | | | 1/18/2023(2) | | | | 7,969 | 15,938 | 31,876 | | 1,001,130 | | | 1/18/2023(3) | | | | | | | 10,625 | 569,394 | | Mills | 1/18/2023(1) | 130,000 | 260,000 | 520,000 | | | | | | | | 1/18/2023(2) | | | | 2,050 | 4,101 | 8,202 | | 257,600 | | | 1/18/2023(3) | | | | | | | 4,101 | 219,773 | | | 1/18/2023(4) | | | | 2,500 | 5,000 | 5,000 | | 259,100 | | Davison | 1/18/2023(1) | 225,000 | 450,000 | 900,000 | | | | | | | | 1/18/2023(2) | | | | 7,689 | 15,378 | 30,756 | | 965,954 | | | 1/18/2023(3) | | | | | | | 10,252 | 549,405 | | Mongrain | 1/18/2023(1) | 184,500 | 369,000 | 738,000 | | | | | | | | 1/18/2023(2) | | | | 3,668 | 7,337 | 14,674 | | 460,866 | | | 1/18/2023(3) | | | | | | | 4,891 | 262,109 | | (1)Represents potential payments for the year ended December 31, 2023 under the terms of the STI Plan. See “Elements of Our 2023 Executive Compensation Program — STI Plan Annual Incentive Awards” in the CD&A section of this Proxy Statement for more information. (2)Represents PSUs granted under the 2019 EIP. The number of shares will be determined based on the achievement of the specified performance metrics over the three-year performance period beginning January 1, 2023 and ending December 31, 2025. 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 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 shares is based on a fair value price derived via the Company’s Monte Carlo simulation model in accordance with FASB ASC Topic 718. Because a portion of the PSU awards were based on certain strategic initiative metrics that were communicated to the NEOs and have been monitored by our Compensation Committee, but for which specific targets for achievement are ultimately subject to discretion by the Compensation Committee, a FASB ASC Topic 718 grant date was not established. For such portions of the PSU awards, the fair value was determined using the closing price of our shares on the service inception date in accordance with the Compliance and Disclosure Interpretation 119.24 promulgated by the SEC. (3)Represents RSUs granted under the 2019 EIP. These shares vest in three equal installments on each of January 18, 2024, 2025 and 2026. 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. (4)Represents PSUs granted under the terms of the WAGE Program under the 2019 EIP. The share amount shown in Threshold column reflects the minimum number of shares that could be earned (other than none) by achieving the market-based share price performance goal. Any units earned by achieving the required share price performance targets will cliff vest at the end of the performance period on December 31, 2024. The share amount shown in Target and Maximum columns reflects the target number of shares granted as there is no opportunity to earn more than target. The grant date fair value of each award is based on a fair value price derived via a Monte Carlo simulation model in accordance with FASB ASC Topic 718. | | | | | | | | | |
GRANTS OF PLAN-BASED AWARDS
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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 The following table provides information about the number of outstanding equity awards held by our NEOs at December 31, 2023.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| | 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 | 237,529(2) | 23,237,462 | | | | | 56,345(3) | 5,512,231 | | | | | | | 253,554(5) | 24,805,188 | | | 38,586(4) | 3,774,868 | | | | | | | 90,036(6) | 8,808,222 | | Arunava Mitra | 40,000(2) | 3,913,200 | | | | | 12,918(4) | 1,263,768 | | | | | | | 19,377(6) | 1,895,652 | | Scott C. Weatherholt | 60,570(2) | 5,925,563 | | | | | 14,460(3) | 1,414,622 | | | | | | | 43,382(5) | 4,244,061 | | | 10,625(4) | 1,039,444 | | | | | | | 15,938(6) | 1,559,215 | | Desmond J. Mills | 17,102(2) | 1,673,089 | | | | | 5,634(3) | 551,174 | | | | | | | 11,268(5) | 1,102,348 | | | 5,000(2) | 489,150 | | | | | 4,101(4) | 401,201 | | | | | | | 4,101(6) | 401,201 | | | 5,000(2) | 489,150 | | | | Charles W. Davison, Jr. | 25,000(2) | 2,445,750 | | | | | 10,252(4) | 1,002,953 | | | | | | | 15,378(6) | 1,504,430 | | Joseph H. Mongrain | 27,790(2) | 2,718,696 | | | | | 7,076(3) | 692,245 | | | | | | | 21,230(5) | 2,076,931 | | | 4,891(4) | 478,487 | | | | | | | 7,337(6) | 717,779 | | (1)To determine Market or Payout Value, the closing price of our ordinary shares on Nasdaq on the last trading day of 2023 which was $97.83 was utilized. (2)WAGE Program PSUs granted on November 1, 2021, July 25, 2022, October 10, 2022, January 11, 2023, and January 18, 2023 achieved applicable performance objectives during the year-ended December 31, 2023 and will cliff-vest following the end of the performance period on December 31, 2024. (3)2022 RSUs vest in equal installments on January 18, 2024 and 2025. (4)2023 RSUs vest in equal installments on January 18, 2024, 2025 and 2026. (5)2022 PSUs are eligible to cliff vest on December 31, 2024 subject to the attainment of applicable performance objectives. The number of shares or units and the payout value reported are based upon achieving the maximum performance level, which is 200% of the PSUs granted. (6)2023 PSUs are eligible to cliff vest on December 31, 2025 subject to the attainment of applicable performance objectives. The number of shares or units and the payout value reported are based upon achieving the target performance level, which is 100% of the PSUs granted. | | | | |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
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OPTION EXERCISES AND SHARES VESTED IN 2023
OPTION EXERCISES AND SHARES VESTED IN 2023 The following table provides information about equity awards that vested, and the value realized on vesting by our NEOs during 2023.
OPTION EXERCISES AND SHARES VESTED IN 2023
| | Share Awards | | | Name | Number of Shares/Units Acquired on Vesting (#) | Value Realized On Vesting ($)(1) | | Girishchandra K. Saligram | 209,596(2) | 12,763,351 | | Arunava Mitra | — | — | | Scott C. Weatherholt | 44,512(3) | 2,183,902 | | Desmond J. Mills | 18,256(4) | 1,157,740 | | Charles W. Davison, Jr. | — | — | | Joseph H. Mongrain | 26,104(5) | 1,661,119 | | (1)Calculated by multiplying the number of ordinary shares by the market value of the underlying shares on the date of vest. (2)Includes 124,926 RSUs vested on January 4, 2023, 28,173 RSUs vested on January 18, 2023 and 56,497 RSUs vested on October 12, 2023. (3)Includes 35,585 RSUs vested on January 4, 2023, 7,231 RSUs vested on January 18, 2023 and 1,696 RSUs vested on February 25, 2023. (4)Includes 2,817 RSUs vested on January 18, 2023 and 15,439 RSUs vested on April 15, 2023. (5)Includes 3,539 RSUs vested on January 18, 2023 and 22,565 RSUs vested on April 15, 2023. | | |
OPTION EXERCISES AND SHARES VESTED IN 2023
| Weatherford International plc — 2024 Proxy Statement | 43 |
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 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 the applicable Executive Severance Plan, CIC Severance Plan and the 2019 EIP, each as in effect as of December 31, 2023, 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 for Good Reason | | Change in Control without Termination of Employment | Change in Control with Termination of Employment without Cause or 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 (1.0x 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 – 2023 Short-Term Cash Incentive Compensation | Forfeited(3) | Forfeited(3) | Forfeited(3) | Forfeited(3) | Continues | Forfeited(3) | Forfeited(3) | | 2022 RSUs | Forfeited | Immediate acceleration and vesting | Pro-rated vesting of next unvested tranche | Pro-rated vesting of next unvested tranche | No accelerated vesting | Immediate acceleration and vesting | Immediate acceleration and vesting | | 2022 PSUs | Forfeited | Vest at the end of the Performance Period based on actual performance | Forfeited if prior to third year of the Performance Period; if 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 prior to third year of the Performance Period; if 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(4) | 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 (4) | | 2023 RSUs | Forfeited | Immediate acceleration and vesting | Continues | Continues | Continues | Immediate acceleration and vesting | Immediate acceleration and vesting |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
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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 for Good Reason | | Change in Control without Termination of Employment | Change in Control with Termination of Employment without Cause or for Good Reason | | | Compensation Elements | All NEOs | All NEOs | CEO | NEOs other than CEO | All NEOs | CEO | NEOs other than CEO | | 2023 PSUs | Forfeited | Vest at the end of the Performance Period based on actual performance | Forfeited if prior to third year of the Performance Period; if 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 prior to third year of the Performance Period; if 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 | 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(4) | 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(4) | 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(4) | | WAGE Program PSUs | Forfeited | Vests at end of performance period based on actual performance; accelerated vesting at Committee’s discretion | Forfeited if before January 1, 2024; if on or after January 1, 2024, pro-rated vesting at end of performance period based on actual performance | Forfeited if before January 1, 2024; if on or after January 1, 2024, pro-rated vesting at end of performance period based on actual performance | Vests at Target at end of performance period based on actual performance at specified Change in Control metric; accelerated vesting at Committee’s discretion | Vests at Target at time of Change in Control based on actual performance at specified Change in Control metric; accelerated vesting at Committee’s discretion | Vests at Target at time of Change in Control based on actual performance at specified Change in Control metric; accelerated vesting at Committee’s discretion | | 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 year 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). (2)Under the terms of the CIC Severance Plan, “Annual Bonus” is defined as the NEO’s annual bonus under the then-current non-equity incentive compensation plan. (3)An NEO must be continuously employed by the Company on the payment date in order to receive a payment under our STI Plans. Therefore, any unpaid cash award is forfeited as of their date of termination. Mr. Davison and Mr. Mongrain each had a Qualifying Termination before the 2023 STI Plan payment date; however, in consideration of the close proximity to the payment date and as additional consideration for obtaining a release of claims as part of their termination, the Committee authorized payment under the 2023 STI Plan in connection with their termination. See “Compensation Discussion and Analysis — 2023 STI Plan Results and Payouts” for more information. (4)If the Change in Control occurs within 12 months of the Grant Date, the Award vests at target achievement on the date of Change in Control.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| Weatherford International plc — 2024 Proxy Statement | 45 |
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, 2023, and using the closing market price of our ordinary shares as of that date. 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. No information is provided in this table with regard to potential payments to former employees listed as NEOs in this Proxy Statement if such NEO received payments prior to December 31, 2023. These actual payments are described in “2023 Summary Compensation Table” on page 39. 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 | | | | | | Girishchandra 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) | — | — | $4,625,000 | — | $6,875,000 | | STI Plan Cash Incentive Compensation(2) | — | — | — | — | — | | 2022 RSUs — Unvested and Accelerated(3)(8) | — | $5,512,231 | $2,620,083 | — | $5,512,231 | | 2022 PSUs — Unvested and Accelerated(4)(8) | — | $21,084,408 | — | — | $21,084,408 | | 2023 RSUs — Unvested and Accelerated(5)(8) | — | $3,774,868 | $3,774,868 | — | $3,774,868 | | 2023 PSUs — Unvested and Accelerated(6)(8) | — | $8,808,221 | — | — | $8,808,221 | | WAGE Program PSUs — Unvested and Accelerated(7)(8) | — | $23,237,462 | — | $23,237,462 | $23,237,462 | | Welfare and Other Benefits | — | $— | $23,361 | — | $38,935 | | Total | — | $62,417,190 | $11,043,312 | $23,237,462 | $69,331,125 | | (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. (2)Under the STI Plan, an NEO forfeits any rights to a payment if his employment with the Company terminates for any reason prior to the date on which the payment under the STI Plan for the applicable plan year is actually paid. Mr. Davison and Mr. Mongrain each had a Qualifying Termination before the 2023 STI Plan payment date; however, in consideration of the close proximity to the payment date and as additional consideration for obtaining a release of claims as part of their termination, the Committee authorized payment under the 2023 STI Plan in connection with their termination. See “Compensation Discussion and Analysis — 2023 STI Plan Results and Payouts” for more information. (3)2022 RSUs will accelerate and vest in the event of Death or Disability (as defined in the 2019 EIP) or a Qualifying Termination in connection with a Change in Control (“Change in Control Termination”). In the event of a Termination without Cause or for Good Reason without a Change in Control (as defined in the 2019 EIP), a pro-rated portion of the next unvested tranche will accelerate and vest. (4)2022 PSUs will vest at the end of the performance period based on actual performance in the event of Death or Disability. In the event of a Termination without Cause or for Good Reason without a Change in Control, there is no amount reflected because those awards are only prorated after January 1,2024. In the event of a Change in Control, all unvested 2022 PSUs will vest as of the day of termination at the greater of target or the actual achievement of the performance goals through the day of termination. As of December 31, 2023, actual achievement of the performance goals was 170%. (5)2023 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 2023 RSUs shall become vested on each vesting date as if the Participant had not incurred a termination of service prior to the applicable vesting date. (6)2023 PSUs will vest at the end of the performance period based on actual performance in the event of Death or Disability. 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, 2025. In the case of a Change in Control with a Termination without Cause or for Good Reason prior to January 18, 2024, then awards vest at target achievement of the performance goals. Amounts reflect vesting at target, as actual achievement of the performance goals as of December 31, 2023 was less than target.. (7)WAGE PSUs will vest at the end of the performance period in the event of Death or Disability or on the date of a Change in Control, because all relevant performance metrics were achieved as of December 31, 2023. In the case of Termination without Cause or for Good Reason, there is no amount reflected because those awards are only prorated where such termination occurs on or after January 1, 2024. (8)Equity awards are valued at the closing price of our ordinary shares on Nasdaq on the last trading day of 2023 which was $97.83. | | | | | |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| 46 | Weatherford International plc — 2024 Proxy Statement |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| | Hypothetical Event | | | | | | 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) | — | — | $1,470,000 | — | $2,467,500 | | STI Plan Cash Incentive Compensation(2)(8) | — | — | — | — | — | | 2022 RSUs — Unvested and Accelerated(3)(8) | — | — | — | — | — | | 2022 PSUs — Unvested and Accelerated(4)(8) | — | — | — | — | — | | 2023 RSUs — Unvested and Accelerated(5)(8) | — | $1,263,767 | $1,263,767 | — | $1,263,767 | | 2023 PSUs — Unvested and Accelerated(6)(8) | — | $1,895,651 | — | — | $1,895,651 | | WAGE Program PSUs — Unvested and Accelerated(7)(8) | — | $3,913,200 | — | $3,913,200 | $3,913,200 | | Welfare and Other Benefits | — | — | $15,574 | — | $31,148 | | Total | — | $7,072,618 | $2,749,341 | $3,913,200 | $9,571,266 | | For footnotes, see table for Mr. Saligram, above. | | | | | |
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) | — | — | $1,330,000 | — | $2,232,500 | | STI Plan Cash Incentive Compensation(2) | — | — | — | — | — | | 2022 RSUs — Unvested and Accelerated(3)(8) | — | $1,414,621 | $672,386 | — | $1,414,621 | | 2022 PSUs — Unvested and Accelerated(4)(8) | — | $3,607,451 | — | — | $3,607,451 | | 2023 RSUs — Unvested and Accelerated(5)(8) | — | $1,039,443 | $1,039,443 | — | $1,039,443 | | 2023 PSUs — Unvested and Accelerated(6)(8) | — | $1,559,214 | — | — | $1,559,214 | | WAGE Program PSUs — Unvested and Accelerated(7)(8) | — | $5,925,563 | — | $5,925,563 | $5,925,563 | | Welfare and Other Benefits | — | — | $15,574 | — | $31,148 | | Total | — | $13,546,292 | $3,057,403 | $5,925,563 | $15,809,940 | | For footnotes, see table for Mr. Saligram, above. | | | | | |
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) | — | — | $920,000 | — | $1,250,000 | | STI Plan Cash Incentive Compensation(2) | — | — | — | — | — | | 2022 RSUs — Unvested and Accelerated(3)(8) | — | $551,174 | $261,989 | — | $551,174 | | 2022 PSUs — Unvested and Accelerated(4)(8) | — | $936,996 | — | — | $936,996 | | 2023 RSUs — Unvested and Accelerated(5)(8) | — | $401,200 | $401,200 | — | $401,200 | | 2023 PSUs — Unvested and Accelerated(6)(8) | — | $401,200 | — | — | $401,200 | | WAGE Program PSUs — Unvested and Accelerated(7)(8) | — | $2,651,388 | — | $2,651,388 | $2,651,388 | | Welfare and Other Benefits | — | — | 15,574 | — | $15,574 | | Total | — | $4,941,958 | $1,598,763 | $2,651,388 | $6,207,532 | | For footnotes, see table for Mr. Saligram, above. | | | | | |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| Weatherford International plc — 2024 Proxy Statement | 47 |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| | Hypothetical Event | | | | | | Charles W. Davison, Jr. | 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) | — | — | $1,400,000 | — | $2,350,000 | | STI Plan Cash Incentive Compensation(2) | — | — | — | — | — | | 2022 RSUs — Unvested and Accelerated(3)(8) | — | — | — | — | — | | 2022 PSUs — Unvested and Accelerated(4)(8) | — | — | — | — | — | | 2023 RSUs — Unvested and Accelerated(5)(8) | — | $1,002,953 | $1,002,953 | — | $1,002,953 | | 2023 PSUs — Unvested and Accelerated(6)(8) | — | $1,504,429 | — | — | $1,504,429 | | WAGE Program PSUs — Unvested and Accelerated(7)(8) | — | $2,445,750 | — | $2,445,750 | $2,445,750 | | Welfare and Other Benefits | — | $— | 15,573 | — | $31,146 | | Total | — | $4,953,132 | $2,418,526 | $2,445,750 | $7,334,278 | | For footnotes, see table for Mr. Saligram, above. | | | | | |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| | Hypothetical Event | | | | | | Joseph H. Mongrain | 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) | — | — | $1,148,000 | — | $1,927,000 | | STI Plan Cash Incentive Compensation(2) | — | — | — | — | — | | 2022 RSUs — Unvested and Accelerated(3)(8) | — | $692,245 | $329,002 | — | $692,245 | | 2022 PSUs — Unvested and Accelerated(4)(8) | — | $1,765,391 | — | — | $1,765,391 | | 2023 RSUs — Unvested and Accelerated(5)(8) | — | $478,486 | $478,486 | — | $478,486 | | 2023 PSUs — Unvested and Accelerated(6)(8) | — | $717,778 | — | — | $717,778 | | WAGE Program PSUs — Unvested and Accelerated(7)(8) | — | $2,718,695 | — | $2,718,695 | $2,718,695 | | Welfare and Other Benefits | — | — | 10,734 | — | $21,468 | | Total | — | $6,372,595 | $1,966,222 | $2,718,695 | $8,321,063 | | For footnotes, see table for Mr. Saligram, above. | | | | | |
PAY RATIO
PAY RATIO
2023 CEO PAY RATIO DISCLOSURE
2023 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. For 2023, for purposes of the Pay Ratio Rule, the total compensation of Mr. Saligram, our President and CEO, was $11,200,810 and the median employee’s total annual compensation was $40,682. The resulting ratio of our CEO’s pay to our median employee’s pay for fiscal year 2023 is 275:1. For purposes of the Pay Ratio Rule, we calculated the total annual compensation of our CEO and the median employee for 2023 in accordance with the Pay Ratio Rule. We believe this pay ratio is a reasonable estimate calculated consistent with SEC rules. Due to changes in our employee population and compensation structure, we are not using the same median employee as in prior years. To identify employees subject to the Pay Ratio Rule, we started with a total employee population of 18,434 (2,733 U.S. employees and 15,701 non-U.S. employees), including full-time, part-time and seasonal workers of the Company and its consolidated subsidiaries. In determining the applicable median salary, we first excluded 742 or 4.7% of our total non-U.S. employees from the total employee population, as permitted by the Pay Ratio Rule under the “de minimis exception” exclusion for purposes of determining the median employee. The excluded countries, along with the number of employees in each country, are as follows:
2023 CEO PAY RATIO DISCLOSURE
| •Albania – 10 •Angola – 74 •Bahrain – 50 •Bolivia – 3 •Brunei - 38 •Cameroon – 5 •Chad – 1 •Chile – 53 •Congo – 14 •Cote D’Ivoire – 1 •Denmark - 17 •Ecuador – 1 •France – 6 •Guyana - 23 •Kenya – 1 •Libya – 4 •Mozambique - 2 •Myanmar – 1 | •Netherlands – 47 •New Zealand – 1 •Nigeria – 74 •Papua New Guinea – 8 •Peru - 1 •Philippines –3 •Poland – 6 •Singapore – 60 •Switzerland – 12 •Trinidad & Tobago – 90 •Tunisia - 47 •Turkey – 15 •Turkmenistan – 35 •Uganda - 1 •Uzbekistan – 1 •Venezuela – 28 •Vietnam – 7 •Yemen - 2 |
2023 CEO PAY RATIO DISCLOSURE
Next, for all other non-U.S. employees paid in local non-U.S. currency, salaries were denominated in U.S. dollars by applying applicable currency exchange rates in place on December 31, 2023. This currency exchange was necessary for comparison to our CEO pay which is denominated in U.S. dollars. We then identified the median employee based on a tabulation of year-to-date earnings for all included employees on December 31, 2023, the last day of our fiscal year. We used total annual cash compensation as reported in our payroll systems on December 31, 2023, to prepare a listing of the compensation of all employees. Total annual cash compensation included salary (fixed and hourly), overtime pay, bonuses and incentives. From this list, we identified several employees with compensation at the median of the annual total compensation of all employees. The median employee, residing in the same jurisdiction as our CEO (the U.S.) was chosen from this group of employees in order to align market pay practices and cost of living.
2023 CEO PAY RATIO DISCLOSURE
| Weatherford International plc — 2024 Proxy Statement | 49 |
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 paid to our NEOs, calculated in accordance with SEC regulations, and the Company’s financial performance for fiscal years 2023, 2022, 2021 and 2020. 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) | | 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 | | 2020 | | | | | | | | | | Saligram | $1,726,277 | $2,926,273 | $836,063 | $836,063 | $— | $— | $(1,921) | $78 | | Blanchard | $3,883,040 | $3,883,040 | | | | | | | | Garcia | $996,695 | $736,919 | | | | | | | | McCollum | $5,763,239 | $5,763,239 | | | | | | | | (1)For 2021, 2022 and 2023, the dollar amounts are the amounts of total compensation for our PEO, Mr. Saligram, in the Summary Compensation Table. Mr. Saligram served as the PEO in each of those years. For 2020, we have separately listed out each individual who served as our PEO during the course of the year, even if on an interim basis. Mark McCollum was our PEO until his departure from the Company on June 7, 2020. Karl Blanchard and Christian Garcia were appointed to the Office of PEO upon Mr. McCollum’s departure. Mr. Garcia resigned from the Office of PEO on June 16, 2020 at which time Mr. Blanchard became our Interim PEO and Mr. Garcia departed from the Company on August 5, 2020. Mr. Saligram joined the Company on October 12, 2020 as our PEO and Mr. Blanchard resumed his prior duties as our Chief Operating Officer. We have listed each of these individual’s total compensation for 2020 as reported in the Summary Compensation Table for 2020. | | | | | | | | | | (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. 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 | | 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 | | 2020 | | | | | | | | | Saligram | $1,726,277 | $(833,896) | $2,033,892 | — | — | — | $2,926,273 | | Blanchard | $3,883,040 | — | — | — | — | — | $3,883,040 | | Garcia | $996,695 | $(389,658) | — | — | $129,882 | — | $736,919 | | McCollum | $5,763,239 | — | — | — | — | — | $5,763,239 |
PAY VERSUS PERFORMANCE
| (3) 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. For 2020, the non-PEO NEOs were Messrs. Jennings and Weatherholt as well as Mark Swift, Stuart Fraser and Frederico Justus. 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
| 50 | Weatherford International plc — 2024 Proxy Statement |
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE
| 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 | | 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 | | 2020 | $836,063 | — | — | — | — | — | — | 836,063 |
PAY VERSUS PERFORMANCE DISCLOSURE
| (4) Reflects cumulative total shareholder return for the measurement period beginning on June 2, 2021 and ending on December 31, 2023. Our total shareholder return peer group are members of the Dow Jones U.S. Oil Equipment and Services Index. In connection with the Company’s emergence from bankruptcy in 2019, our shares were delisted from the New York Stock Exchange. On June 2, 2021, our shares were relisted on Nasdaq and we became subject to the reporting requirements of the Exchange Act. As permitted by Item 201(e) of Regulation S-K, the measurement period used begins on our Nasdaq listing date of June 2, 2021. | | (5) Reflects net income (loss) as shown in the Company’s Annual Report on Form 10-K for the years ending on December 31, 2023, 2022, 2021 and 2020. | | (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 for a reconciliation of adjusted free cash flow to cash flows provided by operating activities, the most directly comparable GAAP financial measure. |
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE