DEF 14A of Weatherford International plc
Filed Apr 23, 2025 · FY20240001603923-25-000091
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 six nominees to be elected at the AGM: Steven Beringhause, Benjamin C. Duster, IV, Neal P. Goldman, Jacqueline C. Mutschler, Girishchandra K. Saligram and Charles M. Sledge. Mr. Steven Beringhause is the most recent addition to our Board. On July 23, 2024, the Board increased its size to six directors and appointed Mr. Beringhause to fill the resulting vacancy. Mr. Beringhause was also appointed to serve on the Compensation and Human Resources Committee and the Safety, Environmental and Sustainability Committee at that time. See “Director Nominee Biographies--Steven Beringhause” below for more information about Mr. Beringhause’s background and expertise. 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. 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 Articles), for a one-year term concluding at the later of (x) the 2026 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’ SKILLS AND EXPERTISE
DIRECTORS’ SKILLS AND EXPERTISE Our Board’s composition is carefully considered by the Nominating and Governance Committee to ensure a combination 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 the professional skills shown below, of equal importance is each Director’s ethics and integrity. We believe each Director embodies the highest degree of personal and professional standards.
DIRECTORS’ SKILLS AND EXPERTISE
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DIRECTORS’ 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’ SKILLS AND EXPERTISE
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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
| | 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. Education Massachusetts Institute of Technology, Master of Science and a Bachelor of Science in mechanical engineering | | AGE: 59 DIRECTOR SINCE: July 2024 COMMITTEES: Compensation and Human Resources Safety, Environment and Sustainability OTHER PUBLIC COMPANY BOARDS: None | |
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 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. Education Yale University, BA in Economics (Applied Math minor) with Honors Harvard Law School, Juris Doctorate Harvard Business School, MBA | | AGE: 64 DIRECTOR SINCE: June 2020 COMMITTEES: Audit Compensation and Human Resources (Chair) Nominating and Governance OTHER PUBLIC COMPANY BOARDS: Expand Energy | |
DIRECTOR NOMINEE BIOGRAPHIES
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DIRECTOR NOMINEE BIOGRAPHIES
| | 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 to 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. He is also a member of the iRobot Corporation board of directors. He previously served on the boards of directors of Diamond Offshore Drilling, Inc., KL Discovery Inc., ModivCare Inc., Core Scientific, Inc., Mallinckrodt plc, Redbox Entertainment Inc. and Ultra Petroleum. Education University of Michigan, BA University of Illinois, MBA | | AGE: 55 DIRECTOR SINCE: December 2019 COMMITTEES: Audit (Vice Chair) Compensation and Human Resources Nominating and Governance (Chair) OTHER PUBLIC COMPANY BOARDS: Talos Energy Inc. iRobot Corporation | |
DIRECTOR NOMINEE BIOGRAPHIES
| | 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 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: 63 DIRECTOR SINCE: December 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 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, 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: 59 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. | |
DIRECTOR NOMINEE BIOGRAPHIES
| | 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. | | AGE: 53 DIRECTOR SINCE: October 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 2024, 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. 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. 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. The Special Committee met one time during 2024 and was dissolved in January 2024. In recognition of the additional time and effort expended in serving on the Special Committee during 2024, a $25,000 fee was paid to each Special Committee member in 2024. Cash retainers are paid quarterly, in advance. Mr. Beringhause’s third quarter retainer was pro-rated to reflect his partial period of service. Equity Compensation
DIRECTOR COMPENSATION
| Position | 2024 Target Value ($) | | Non‐Executive Chairman of the Board | 321,200 | | Board Member | 220,000 |
DIRECTOR COMPENSATION
In 2024, 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. Mr. Beringhause’s grant was pro-rated to reflect his partial year of service.
DIRECTOR COMPENSATION
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2024 DIRECTOR COMPENSATION
2024 DIRECTOR COMPENSATION The following table sets forth the compensation paid to each of our independent directors for the year ended December 31, 2024. Information about Mr. Saligram, who serves as a non-independent director and as our President and CEO, is listed in the 2024 Summary Compensation Table in this Proxy Statement.
2024 DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Share Awards(1) | All Other Compensation | Total | | Charles M. Sledge | $197,500 | $330,656 | $— | $528,156 | | Steven Beringhause | $50,549 | $99,272 | $— | $149,822 | | Benjamin C. Duster, IV | $155,000 | $226,517 | $— | $381,517 | | Neal P. Goldman | $152,500 | $226,517 | $— | $379,017 | | Jacqueline Mutschler | $152,500 | $226,517 | $— | $379,017 | | (1)Each non-executive director other than Messrs. Sledge and Beringhause was awarded 2,397 RSUs on January 18, 2024 at a grant date fair value of $94.50 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 3,499 RSUs on January 18, 2024 at a grant date fair value of $94.50 per share. Mr. Beringhause was awarded 742 RSUs on July 23, 2024 at a grant date fair value of $133.79 per share, in connection with his appointment to the Board. 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 2025, the cash settlement of a portion of the awards described in the table above resulted in a loss in value of $(25,913) for Mr. Sledge, $(17,749) for Messrs. Duster and Goldman and Ms. Mutschler, and $(16,308) for Mr. Beringhause. | | | | |
2024 DIRECTOR COMPENSATION
As of December 31, 2024, the aggregate outstanding number of unvested RSUs awarded to each non-employee director is set forth below.
2024 DIRECTOR COMPENSATION
| Name | Aggregate Number of RSUs Awarded and Outstanding at December 31, 2024 (#) | | Charles M. Sledge | 3,499 | | Steven Beringhause | 742 | | Benjamin C. Duster, IV | 2,397 | | Neal P. Goldman | 2,397 | | Jacqueline Mutschler | 2,397 |
2024 DIRECTOR COMPENSATION
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COMPENSATION PROGRAM OVERVIEW
| Compensation Element | Description | Underlying Principle | | 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 Opportunities | •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 Opportunities | •Equity awards 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 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 & 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 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 2024, the Committee held nine 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 conflict of interests in 2024. 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 their 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. 2024 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.
THE COMPENSATION SETTING PROCESS
In the third quarter of 2023 and again in the first quarter of 2024, the Committee, in consultation with LB&Co. and management, reviewed the composition of our peer group to be utilized for 2024 and determined to streamline the group with the goal of arriving at a more industry specific peer group (primarily from the Oil & Gas Drilling and Oil & Gas Equipment & Services industries) with competitive operations and financials more closely aligned with ours.
THE COMPENSATION SETTING PROCESS
| 2024 PEER GROUP(1) | | | ChampionX Corporation | 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) The following changes have been made to the peer group as compared to 2023: (i) each of Clean Harbors, Inc., Donaldson Company, Inc., Helmerich & Payne, Inc., Ingersoll Rand Inc., KBR, Inc., MasTec, Inc. and Vontier Corporation were removed; (ii) NexTier Oilfield Solutions, Inc. was removed, as it was acquired by Patterson-UTI Energy, Inc. in September 2023; and (iii) Liberty Energy Inc. was added. | |
Elements of the 2024 Executive Compensation Program
| | Short-Term Incentive Target (% of Base Salary) | | | | NEO | 2023 | 2024 | % Change | | Girishchandra K. Saligram | 125% | 135% | 8% | | Scott C. Weatherholt | 90% | 90% | —% | | Richard D. Ward(1) | | 90% | | | Desmond J. Mills | 65% | 65% | —% | | Arunava Mitra(2) | 90% | 90% | —% | | Charles W. Davison, Jr.(3) | 90% | 90% | —% | | (1) Mr. Ward joined the Company in January 2024. (2) Mr. Mitra departed the Company on April 21, 2025, following the 2024 STI Plan payout date in the first quarter of 2025. (3) Mr. Davison departed the Company on February 6, 2024. | | | |
Elements of the 2024 Executive Compensation Program
| | Threshold | Target | Maximum | Actual | % Actual | % Payout (Capped at 100%)(1) | | Adjusted EBITDA (in millions) | $1,175 | $1,350 | $1,550 | $1,382 | 116% | 100% | | Adjusted Free Cash Flow (in millions) | $350 | $425 | $550 | $524 | 179% | 100% | | (1) As discussed above, the Committee capped the financial performance portion of the STI award payout at 100%. | | | | | | |
Elements of the 2024 Executive Compensation Program
| NEO | Weighted Financial Metric Payout (%) | Geozone or Function Operations (%) | Individual Performance Rating Achievement (%) | HSE Modifier (%) | Payout as a % of Target | Final Payout ($) | | Saligram(1) | 70% | N/A | 45% | -1% | 114% | $1,923,750 | | Weatherholt | 60% | 20% | 24% | —% | 104% | $468,000 | | Ward | 60% | 14% | 14% | -1% | 87% | $391,500 | | Mills | 60% | 15% | 24% | —% | 99% | $270,270 | | Mitra | 60% | 10% | 5% | —% | 75% | $394,875 | | Davison(2) | —% | —% | —% | —% | —% | $— | | (1) Mr. Saligram’s weighted financial metric payout is higher because his oversight is not limited to a distinct Geozone or function. (2) Mr. Davison departed the Company on February 6, 2024 and did not receive a payout under the 2024 STI Plan. See “Executive Compensation Tables — 2024 Summary Compensation Table” and related footnotes for a discussion of amounts Mr. Davison received in connection with his departure. | | | | | | |
Elements of the 2024 Executive Compensation Program
The Committee approved 2024 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 2025. The average 2024 STI Plan payout for our NEOs (other than Mr. Davison) was approximately 96% of target. LTI Plan: 2024 Awards Our annual equity-based long-term incentive compensation is designed to align the interests of our executives with those of our shareholders. In 2024, 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 January 2024, the Committee determined target LTI Plan award values for each NEO as set forth below.
Elements of the 2024 Executive Compensation Program
| | Long-Term Incentive Awards | | | | | | | | % of Base Salary | | | 2024 Awards | | | | NEO | 2023 | 2024 | % Change | RSUs | PSUs | Total | | Girishchandra K. Saligram | 690% | 700% | 1.4% | 28,602 | 66,740 | 95,342 | | Scott C. Weatherholt | 300% | 310% | 3.3% | 6,755 | 10,133 | 16,888 | | Richard D. Ward(1) | | 250% | | 5,448 | 8,172 | 13,620 | | Desmond J. Mills | 110% | 125% | 13.6% | 5,584 | 2,860 | 8,444 | | Arunava Mitra(2) | 330% | 350% | 6.1% | 8,924 | 13,386 | 22,310 | | Charles W. Davison, Jr.(2) | 275% | 150% | (45.5)% | 3,268 | 4,903 | 8,171 | | (1) Mr. Ward joined the Company in January 2024. (2) Mr. Mitra departed the Company on April 21, 2025, and Mr. Davison departed the Company on February 6, 2024. See “Potential Payments Upon Termination or Change in Control” for more information on the treatment of equity awards upon termination. | | | | | | |
Elements of the 2024 Executive Compensation Program
Award Mix. LTI Plan awards are delivered as a mix of time-based RSUs and performance-based PSUs. In 2024, Mr. Saligram received 70% PSUs and 30% RSUs. All other NEOs received 60% PSUs and 40% RSUs, except for Mr. Mills, who received
Elements of the 2024 Executive Compensation Program
an additional grant of 2,724 RSUs in recognition of his service, increasing his percentage of RSUs to 66%. The award mix is generally more heavily-weighted toward PSUs, underscoring our commitment to pay-for-performance. Number of Units. The target number of PSUs and RSUs to each executive in 2024 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. Mills received an additional grant of 2,724 RSUs that will vest in full on the third anniversary of the grant date. PSUs will vest, to the extent earned, following the conclusion of the performance period on December 31, 2026. Performance Metrics. The PSUs are based on achievement of a specified cumulative three-year TSR, weighted at 40%, as well as adjusted EBITDA* and adjusted free cash flow* metrics, each weighted at 30%. 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. * Adjusted EBITDA and adjusted free cash flow are non-GAAP financial measures. See Annex A to this proxy statement for a reconciliation of GAAP to Non-GAAP measures. Dividend Equivalent Rights. During 2024, the Company initiated a quarterly dividend of $0.25 per share, and the Committee determined that dividend equivalent rights apply to all outstanding equity awards in accordance with the 2019 EIP and corresponding award agreements. The dividend equivalent rights accrue on outstanding equity awards, but are not paid unless and until the underlying award vests. If an award does not vest, the accrued dividend equivalents are forfeited. Award Timing. The Committee does not take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. During 2024, the Company did not grant options (or similar awards) to any NEO during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that disclosed material non-public information. More broadly, the Company has not awarded options (or similar awards) in the last three years, and no such awards are currently outstanding or expected to be made.
Awards that Vested in 2024
Awards that Vested in 2024 Vesting of 2022 PSU Awards The Committee awarded PSUs in January 2022 (the “2022 PSUs”) with a performance period running from January 1, 2022 through December 31, 2024. The 2022 PSUs vested based on actual three-year cumulative achievement of the below performance metrics:
Awards that Vested in 2024
Overall financial and operational performance exceeded the target goals established for the 2022 PSUs, resulting in a payout of 182% of the target awards. In February 2025, our NEOs received the following payouts under their 2022 PSUs:
Awards that Vested in 2024
| NEO | 2022 PSUs Vested | | Girishchandra K. Saligram | 230,734 | | Scott C. Weatherholt | 39,478 | | Richard D. Ward(1) | — | | Desmond J. Mills | 10,254 | | Arunava Mitra(2) | — | | Charles W. Davison, Jr.(3) | — | | (1) Mr. Ward joined the Company in January 2024 and therefore was not issued 2022 PSUs. (2) Mr. Mitra joined the Company in January 2023 and therefore was not issued 2022 PSUs (3) Mr. Davison joined the Company in September 2022 and therefore was not issued 2022 PSUs. | |
Awards that Vested in 2024
Vesting of WAGE Program Awards In November 2021, Weatherford introduced the Weatherford Accelerating Growth & Efficiency Program ("WAGE Program"). This long-term incentive initiative was designed to reward the Weatherford team for transforming the Company's operational profile over a three-year period. The WAGE Program grants consisted entirely of PSUs governed by a single performance measure: sustained growth in share price. The performance measure, which we viewed as a substantial reach for the Company when the program was implemented, was achieved during 2023. On the last trading day before the WAGE Program was implemented, the Company’s ordinary shares closed at $29.06 per share. In order to earn the WAGE PSUs at threshold, the Company had to achieve a closing share price of at least $43.00 per share and sustain that closing share price for a period of at least 45 consecutive trading days. In the event that the threshold of $43.00 per share was sustained for at least 45 consecutive trading days, the WAGE Program participants would be eligible to earn 50% of the WAGE PSUs awarded under their respective award agreements. In order to earn the WAGE PSUs at target (which was the maximum level of achievement available under the program), the Company had to achieve a closing share price of $50.00 and sustain that closing share price for at least 45 consecutive trading days. In the event that the target metric was achieved, the WAGE Program participants would be eligible to earn 100% of the WAGE PSUs awarded under their respective agreements. The performance goal could be achieved at any time during the performance period, which ran from January 1, 2022 through December 31, 2024; however, the shares underlying the PSUs would not vest until after the conclusion of the performance period, regardless of when the performance measure was achieved. Additionally, in order to promote retention among key executives and employees, all WAGE Program participants were required to remain employed by the Company through the end of the performance period on December 31, 2024 in order to receive full payout under the WAGE PSUs. Participants who were terminated without cause or resigned for good reason during the final year of the performance period were entitled to prorated vesting.
Awards that Vested in 2024
On February 16, 2023 the Company achieved the threshold performance metric under the WAGE Program, and on March 14, 2023, the Company achieved the target (maximum) performance metric. Accordingly, the WAGE PSUs were earned at 100%. In January 2025, following the end of the performance period, our NEOs received the following payouts under their WAGE PSUs:
Awards that Vested in 2024
| NEO | WAGE PSUs Vested | Estimated Value at Target Share Price(3) | Value at 12/31/2024(4) | | Girishchandra K. Saligram | 237,529 | $11,876,450 | $17,132,967 | | Scott C. Weatherholt | 60,570 | $3,028,500 | $4,368,914 | | Richard D. Ward(1) | — | $— | $— | | Desmond J. Mills | 27,102 | $1,355,100 | $1,954,867 | | Arunava Mitra | 40,000 | $2,000,000 | $2,885,200 | | Charles W. Davison, Jr.(2) | 11,040 | $552,000 | $796,315 | | (1) Mr. Ward joined the Company in January 2024 and therefore was not issued WAGE PSUs (2) Mr. Davison departed the Company on February 6, 2024, during the final year of the performance period, and was entitled to a pro-rated portion of his WAGE awards. (3) Estimated value based on $50.00 per share, the target share price of the WAGE PSUs. (4) Value based on $71.63 per share, the closing price of our ordinary shares on December 31, 2024. The NEOs also received accrued cash dividend equivalent rights of $0.50 per share upon vesting of the WAGE 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 Amended and Restated Executive Severance Plan and our Third Amended and Restated Change in Control Severance Plan, each as 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 in 2024. Utilization of these benefits is at the discretion of the individual NEO. The amounts of these perquisites are shown in the 2024 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: •an amount equal to (i) one and a half times for the CEO or (ii) one times for other participants (including Messrs. Mitra, Weatherholt, Ward, Mills and Davison) 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, Ward, Mills and Davison); •other severance required by law; •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 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: •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, Ward 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, Ward and Davison), and (iii) one and one half year for other participants (which included Mr. Mills); •other severance required by law; •up to six months of outplacement services; and •salary and benefits accrued through the date of termination.
CHANGE IN CONTROL SEVERANCE PLAN
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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.
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE This table shows the total compensation paid for the years ended December 31, 2024, 2023 and 2022 to our NEOs, calculated in accordance with SEC regulations. Information is not provided (i) for 2022 and 2023 for Mr. Ward and (ii) for 2022 for Mr. Mitra, because they were not NEOs in those years.
2024 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($)(4) | Bonus ($) | Stock Awards ($)(5) | Non-Equity (Cash) Incentive ($)(6) | All Other Compensation ($)(7) | Total ($) | | Girishchandra K. Saligram | 2024 | 1,259,615 | — | 11,549,276 | 1,923,750 | 45,363 | 14,778,004 | | Chief Executive Officer, President and Director | 2023 | 1,000,000 | — | 7,723,345 | 2,400,000 | 77,465 | 11,200,810 | | | 2022 | 900,000 | — | 6,541,693 | 4,784,720 | 15,908 | 12,242,321 | | Scott C. Weatherholt | 2024 | 503,846 | — | 1,981,477 | 468,000 | 60,450 | 3,013,773 | | Executive Vice President, General Counsel and Chief Compliance Officer | 2023 | 475,000 | — | 1,570,524 | 820,800 | 26,417 | 2,892,741 | | | 2022 | 425,000 | — | 1,343,106 | 1,494,101 | 9,831 | 3,272,038 | | Richard D. Ward(1) | 2024 | 494,231 | — | 1,598,035 | 391,500 | 41,723 | 2,525,489 | | Executive Vice President, Global Field Operations | 2023 | | | | | | | | | 2022 | | | | | | | | Desmond J. Mills | 2024 | 423,231 | — | 906,781 | 270,270 | 49,528 | 1,649,810 | | Senior Vice President and Chief Accounting Officer | 2023 | 400,000 | — | 736,473 | 499,200 | 20,765 | 1,656,438 | | | 2022 | 360,000 | 5,000 | 475,422 | 434,070 | 13,114 | 1,287,606 | | Arunava Mitra(2) | 2024 | 589,500 | — | 2,617,632 | 394,875 | 68,040 | 3,670,047 | | Former Executive Vice President and Chief Financial Officer | 2023 | 522,813 | 410,000 | 3,916,223 | 907,200 | 33,646 | 5,789,882 | | | 2022 | | | | | | | | Charles W. Davison, Jr.(3) | 2024 | 51,923 | — | 958,719 | — | 996,603 | 2,007,245 | | Former Executive Vice President, Chief Fulfillment & Enterprise Infrastructure Officer | 2023 | 500,000 | — | 1,515,359 | 675,000 | 12,965 | 2,703,324 | | | 2022 | 120,549 | — | 530,750 | 181,688 | 4,001 | 836,988 | | (1)Mr. Ward was appointed as our Executive Vice President, Global Field Operations, effective January 17, 2024. (2)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. (3)Mr. Davison joined the Company in September 2022 and departed the Company effective February 6, 2024. (4)NEOs earned the equivalent of 26.2 pay periods for 2024 instead of 26, reflecting the impact of the bi-weekly payroll structure implemented in January 2024. Additional amounts were ratified by the Committee. (5)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 have no correlation to the amounts reported above. For the 2024 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. 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 2024 awards assuming the highest level of performance (maximum) is achieved. | | | | | | | |
2024 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 | 4,141,884 | 9,409,539 | 13,551,423 | 2,702,889 | 16,254,312 | | Weatherholt | 628,823 | 1,428,678 | 2,057,501 | 638,348 | 2,695,849 | | Ward | 507,185 | 1,152,107 | 1,659,292 | 514,836 | 2,174,128 | | Mills | 177,492 | 403,226 | 580,718 | 527,688 | 1,108,406 | | Mitra | 830,673 | 1,887,359 | 2,718,032 | 843,318 | 3,561,350 | | Davison | 304,249 | 691,311 | 995,560 | 308,826 | 1,304,386 |
2024 SUMMARY COMPENSATION TABLE
| (6) Amounts reflect cash payments under our 2024 STI Plan. (7) All Other Compensation for 2024 consists of the following: |
2024 SUMMARY COMPENSATION TABLE
| 40 | Weatherford International plc — 2025 Proxy Statement |
2024 SUMMARY COMPENSATION TABLE
| Named Executive | 401(k) Match ($)(1) | Life Insurance Premium ($) | Relocation & Geographic Differential ($) | Severance ($)(2) | Security ($)(3) | Financial Consulting and Health Screenings ($) | Total ($) | | Saligram | 13,800 | 4,085 | — | — | 12,478 | 15,000 | 45,363 | | Weatherholt | 13,800 | 1,553 | — | — | 27,947 | 17,150 | 60,450 | | Ward | 8,619 | 2,976 | | — | 27,457 | 2,671 | 41,723 | | Mills | 13,800 | 1,649 | — | — | 28,079 | 6,000 | 49,528 | | Mitra | 13,800 | 2,342 | 39,748 | — | — | 12,150 | 68,040 | | Davison | 2,077 | 481 | — | 994,045 | — | — | 996,603 | | (1)Amounts shown represent the Company contributions to the U.S. 401(k) plan for each of the NEOs. (2)Amounts shown were received by Mr. Davison under the Company’s Executive Severance Plan. See “Compensation Discussion and Analysis--Executive Severance Plan” above for a description of our severance policy. (3)Amounts shown include physical security and cyber protection services provided at the NEO’s personal residence. Amounts include initial installation costs for Messrs. Weatherholt, Ward and Mills. | | | | | | | |
2024 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 2024 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 Shares/Units | Grant Date Fair Value of Share Awards | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Girishchandra K. Saligram | 18-Jan(2) | 843,750 | 1,687,500 | 3,375,000 | | | | | | | | 18-Jan(3) | | | | 33,370 | 66,740 | 133,480 | | 8,846,387 | | | 18-Jan(4) | | | | | | | 28,602 | 2,702,889 | | Scott C. Weatherholt | 18-Jan(2) | 225,000 | 450,000 | 900,000 | | | | | | | | 18-Jan(3) | | | | 5,066 | 10,133 | 20,266 | | 1,343,129 | | | 18-Jan(4) | | | | | | | 6,755 | 638,348 | | Richard D. Ward | 18-Jan(2) | 225,000 | 450,000 | 900,000 | | | | | | | | 18-Jan(3) | | | | 4,086 | 8,172 | 16,344 | | 1,083,199 | | | 18-Jan(4) | | | | | | | 5,448 | 514,836 | | Desmond J. Mills | 18-Jan(2) | 136,500 | 273,000 | 546,000 | | | | | | | | 18-Jan(3) | | | | 1,430 | 2,860 | 5,720 | | 379,093 | | | 18-Jan(4) | | | | | | | 2,860 | 270,270 | | | 18-Jan(5) | | | | | | | 2,724 | 257,418 | | Arunava Mitra | 18-Jan(2) | 263,250 | 526,500 | 1,053,000 | | | | | | | | 18-Jan(3) | | | | 6,693 | 13,386 | 26,772 | | 1,774,314 | | | 18-Jan(4) | | | | | | | 8,924 | 843,318 | | Charles W. Davison, Jr. | 18-Jan(2) | 225,000 | 450,000 | 900,000 | | | | | | | | 18-Jan(3) | | | | 2,451 | 4,903 | 9,806 | | 649,893 | | | 18-Jan(4) | | | | | | | 3,268 | 308,826 | | (1)Includes PSUs granted during 2024 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, 2024 and ending December 31, 2026. 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. (2)Represents potential payments for the year ended December 31, 2024 under the terms of the 2024 STI Plan. See “Elements of Our 2024 Executive Compensation Program — STI Plan Annual Incentive Awards” in the CD&A section of this Proxy Statement for more information. (3)Represents PSUs granted to the applicable NEO during 2024 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. (4)Represents RSUs granted to the applicable NEO during 2024 under the 2019 EIP. These shares vest in three equal installments on each of January 18, 2025, 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. (5)Represents RSUs granted to the applicable NEO during 2024 under the 2019 EIP. These shares will vest in full on January 18, 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
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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024 The following table provides information about the number of outstanding equity awards held by our NEOs on December 31, 2024.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024
| | 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 | 28,173(2) | 2,032,118 | | | | | 25,724(3) | 1,855,472 | | | | | | | 90,036(4) | 6,494,297 | | | 28,602(5) | 2,063,062 | | | | | | | 33,370(6) | 2,406,978 | | Scott C. Weatherholt | 7,230(2) | 521,500 | | | | | 7,083(3) | 510,897 | | | | | | | 15,938(4) | 1,149,608 | | | 6,755(5) | 487,238 | | | | | | | 5,067(6) | 365,483 | | Richard D. Ward | 5,448(5) | 392,964 | | | | | | | 4,086(6) | 294,723 | | Desmond J. Mills | 2,817(2) | 203,190 | | | | | 2,734(3) | 197,203 | | | | | | | 4,101(4) | 295,805 | | | 2,860(5) | 206,292 | | | | | | | 1,430(6) | 103,146 | | | 2,724(7) | 196,482 | | | | Arunava Mitra | 8,612(3) | 621,184 | | | | | | | 19,377(4) | 1,397,663 | | | 8,924(5) | 643,688 | | | | | | | 6,693(6) | 482,766 | | Charles W. Davison, Jr.(8) | — | — | — | — | | (1)To determine Market or Payout Value, the closing price of our ordinary shares on the last trading day of 2024, $71.63, plus $0.50 for accrued dividend equivalent rights. (2)Includes the final tranche of the 2022 RSUs, which vested in full on January 18, 2025. (3)Includes the second and third tranches of the 2023 RSUs, which vest in equal installments on January 18, 2025 and January 18 2026. (4)2023 PSUs are eligible to vest on December 31, 2025 subject to the attainment of applicable performance objectives. The number of shares or units and the payout value reported are based upon achieving the target performance level, which is 100% of the PSUs granted. (5)2024 RSUs vest in equal installments on January 18, 2025, 2026 and 2027. (6)2024 PSUs are eligible to vest on December 31, 2026 subject to the attainment of applicable performance objectives. The number of shares or units and the payout value reported are based upon achieving the threshold performance level, which is 50% of the PSUs granted. (7)Additional 2024 RSUs vest in full on January 18, 2027. (8)Mr. Davison departed the Company effective February 6, 2024, triggering the forfeiture of 13,960 WAGE PSUs, 15,378 2023 PSUs and 4,903 2024 PSUs as well as the immediate vesting of 11,040 WAGE Program PSUs and 10,102 RSUs. Of these vested units 11,040 WAGE PSUs were distributed to Mr. Davison on January 2, 2025, and 4,507 RSUs were distributed on January 18, 2025. 4,506 RSUs and 1,089 RSUs are expected to be distributed on January 18, 2026 and January 18, 2027, respectively. | | | | |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024
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OPTION EXERCISES AND SHARES VESTED IN 2024
OPTION EXERCISES AND SHARES VESTED IN 2024 The following table provides information about equity awards that vested, and the value realized on vesting by our NEOs during 2024.
OPTION EXERCISES AND SHARES VESTED IN 2024
| | Share Awards | | | Name | Number of Shares/Units Acquired on Vesting (#) | Value Realized On Vesting ($)(1) | | Girishchandra K. Saligram | 509,297(2) | 37,653,523 | | Scott C. Weatherholt | 110,820(3) | 8,234,416 | | Richard D. Ward | — | — | | Desmond J. Mills | 41,540(4) | 3,089,877 | | Arunava Mitra | 44,306(5) | 3,292,117 | | Charles W. Davison, Jr. | 24,560(6) | 2,176,943 | | (1)Calculated by multiplying the number of ordinary shares by the closing price of our ordinary shares on the date of vest, plus the amount of corresponding dividend equivalent rights paid in cash upon vesting. The vest date marks the time when the awards are no longer at risk of forfeiture, which was December 31, 2024 for the WAGE PSUs and the 2022 PSUs. The WAGE PSUs and 2022 PSUs were not distributed until January 2, 2025 and February 6, 2025, respectively, following the Committee’s certification of the relevant performance results. (2)Includes 41,034 RSUs vested on January 18, 2024, 237,529 WAGE Program PSUs vested on December 31, 2024 and 230,734 2022 PSUs vested on December 31, 2024. (3)Includes 10,772 RSUs vested on January 18, 2024, 60,570 WAGE Program PSUs vested December 31, 2024, and 39,478 2022 PSUs vested December 31, 2024. (4)Includes 4,184 RSUs vested on January 18, 2024, 27,102 WAGE Program PSUs vested December 31, 2024, and 10,254 2022 PSUs vested December 31, 2024. (5)Includes 4,306 RSUs vested on January 18, 2024, and 40,000 WAGE Program PSUs vested on December 31, 2024. (6)Includes 3,418 RSUs vested on January 18, 2024, as well as 11,040 WAGE Program PSUs and 10,102 RSUs that vested in connection with Mr. Davison’s departure from the Company on February 6, 2024. Of these vested units 11,040 WAGE PSUs were distributed to Mr. Davison on January 2, 2025, and 4,507 RSUs were distributed on January 18, 2025. The remaining 4,506 RSUs and 1,089 RSUs are expected to be distributed on January 18, 2026 and January 18, 2027, respectively. | | |
OPTION EXERCISES AND SHARES VESTED IN 2024
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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, 2024, 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 – 2024 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) | | 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 | | 2023 RSUs | Forfeited | Immediate acceleration and vesting | Continues | Continues | Continues | Immediate acceleration and vesting | Immediate acceleration and vesting | | 2023 PSUs | Forfeited | 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 |
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 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 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 | | 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(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) | | 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; 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. (4)2024 RSUs and 2024 PSUs will continue to vest following a participant’s voluntarily 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.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
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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, 2024, and using the closing market price of our ordinary shares as of that date. For Mr. Davison, who departed his role prior to December 31, 2024, the information in the table reflects the actual payments made in connection with his termination on February 6, 2024. 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 | | | | | | 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) | — | — | $6,093,750 | — | $9,031,250 | | STI Plan Cash Incentive Compensation (2) | — | — | — | — | — | | 2022 RSUs (3)(7) | — | $2,032,118 | $1,932,178 | — | $2,032,118 | | 2023 RSUs(4)(7) | — | $1,855,472 | $1,855,472 | — | $1,855,472 | | 2023 PSUs(5)(7) | — | $6,494,297 | — | — | $6,494,297 | | 2024 RSUs(4)(7) | — | $2,063,062 | 2,063,062 | — | $2,063,062 | | 2024 PSUs(6)(7) | — | $4,813,956 | — | — | $4,813,956 | | Welfare and Other Benefits | — | $— | $23,577 | — | $39,295 | | Total | — | $17,258,905 | $11,968,039 | — | $26,329,450 | | (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 on or prior to December 31, 2024, the final date of the plan year. (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)2023 RSUs and 2024 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 and 2024 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. (5)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 after January 18, 2024, 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 goals as of December 31, 2024 was less than target. (6)2024 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, 2026. In the case of a Change in Control with a Termination without Cause or for Good Reason prior to January 18, 2025, then awards vest at target achievement of the performance goals. Amounts reflect vesting at target because the hypothetical termination date is prior to January 18, 2025 and actual achievement of the performance goals as of December 31, 2024 was less than target. (7)Equity awards are valued using the closing price of our ordinary shares on the last trading day of 2024, $71.63, plus $0.50 for accrued dividend equivalent rights. | | | | | |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
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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) | — | — | $1,638,000 | — | $2,749,500 | | STI Plan Cash Incentive Compensation (2) | — | — | — | — | — | | 2022 RSUs(3)(7) | — | — | — | — | — | | 2023 RSUs(4)(7) | — | $621,184 | $621,184 | — | $621,184 | | 2023 PSUs(5)(7) | — | $1,397,663 | — | — | $1,397,663 | | 2024 RSUs(4)(7) | — | $643,688 | $643,688 | — | $643,688 | | 2024 PSUs(6)(7) | — | $965,532 | — | — | $965,532 | | Welfare and Other Benefits | — | — | $15,718 | — | $31,436 | | Total | — | $3,628,067 | $2,918,590 | $— | $6,409,003 | | For footnotes, see table for Mr. Saligram, above. The above table references hypothetical payments and benefits. Mr. Mitra departed the Company on April 21, 2025, and any actual severance paid to Mr. Mitra in connection with his departure will be disclosed in our 2026 proxy statement. | | | | | |
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) | — | — | $1,400,000 | — | $2,350,000 | | STI Plan Cash Incentive Compensation (2) | — | — | — | — | — | | 2022 RSUs(3)(7) | — | $521,500 | $495,852 | — | $521,500 | | 2023 RSUs(4)(7) | — | $510,897 | $510,897 | — | $510,897 | | 2023 PSUs(5)(7) | — | $1,149,608 | — | — | $1,149,608 | | 2024 RSUs(4)(7) | — | $487,238 | $487,238 | — | $487,238 | | 2024 PSUs(6)(7) | — | $730,893 | — | — | $730,893 | | Welfare and Other Benefits | — | — | $15,718 | — | $31,436 | | Total | — | $3,400,136 | $2,909,705 | $— | $5,781,572 | | For footnotes, see table for Mr. Saligram, above. | | | | | |
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) | — | — | $1,400,000 | — | $2,350,000 | | STI Plan Cash Incentive Compensation (2) | — | — | — | — | — | | 2022 RSUs(3)(7) | — | — | — | — | — | | 2023 RSUs(4)(7) | — | — | — | — | — | | 2023 PSUs(5)(7) | — | — | — | — | — | | 2024 RSUs(4)(7) | — | $392,964 | $392,964 | — | $392,964 | | 2024 PSUs(6)(7) | — | $589,446 | — | — | $589,446 | | Welfare and Other Benefits | — | — | $15,718 | — | $31,436 | | Total | — | $982,410 | $1,808,682 | — | $3,363,846 | | For footnotes, see table for Mr. Saligram, above. | | | | | |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
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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) | — | — | $966,000 | — | $1,312,500 | | STI Plan Cash Incentive Compensation (2) | — | — | — | — | — | | 2022 RSUs(3)(7) | — | $203,190 | $193,197 | — | $203,190 | | 2023 RSUs(4)(7) | — | $197,203 | $197,203 | — | $197,203 | | 2023 PSUs(5)(7) | — | $295,805 | — | — | $295,805 | | 2024 RSUs(4)(7) | — | $402,773 | $402,773 | — | $402,773 | | 2024 PSUs(6)(7) | — | $206,292 | — | — | $206,292 | | Welfare and Other Benefits | — | — | $15,718 | — | $15,718 | | Total | — | $1,305,263 | $1,774,891 | — | $2,633,481 | | For footnotes, see table for Mr. Saligram, above. | | | | | |
ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| | Actual Severance(1) | | | | | | 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 | — | — | 987,500 | — | — | | STI Plan Cash Incentive Compensation | — | — | — | — | — | | 2022 RSUs | — | — | — | — | — | | 2023 RSUs | — | — | $599,273 | — | — | | 2023 PSUs | — | — | — | — | — | | 2024 RSUs | — | — | $286,571 | — | — | | 2024 PSUs | — | — | — | — | — | | Welfare and Other Benefits | — | — | $6,545 | — | — | | Total | — | — | $1,879,889 | — | — | | (1) Reflects the actual severance paid to Mr. Davison in connection with his qualifying termination on February 06, 2024. | | | | | |
PAY RATIO
PAY RATIO
2024 CEO PAY RATIO DISCLOSURE
2024 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 2024, for purposes of the Pay Ratio Rule, the total compensation of Mr. Saligram, our President and CEO, was $14,778,004 and the median employee’s total annual compensation was $46,234. The resulting ratio of our CEO’s pay to our median employee’s pay for fiscal year 2024 is 320:1.
2024 CEO PAY RATIO DISCLOSURE
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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 2024, 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) | | 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 | | 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, 2023 and 2024, 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 | | 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 | | 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 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. 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
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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 | | 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 | | 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, 2024. 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, 2024, 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 Statement for a reconciliation of adjusted free cash flow to cash flows provided by operating activities, the most directly comparable GAAP financial measure. |