DEF 14A of Noble Corp plc, Mar 27, 2025

DEF 14A of Noble Corp plc

Filed Mar 27, 2025 · FY20240001628280-25-015025

Open on EDGAR

  1. Ongoing Commitment to Shareholder Engagement

    | Outstanding Equity Awards at Fiscal Year-End | 49 | | Stock Vested | 50 | | Pension Benefits | 51 | | Noble Services Company LLC Salaried Employees’ Retirement Plan | 51 | | Potential Payments on Termination or Change of Control | 52 | | CEO Pay Ratio | 55 | | Pay versus Performance Table | 56 | | 2024 Pay versus Performance Table | 56 | | Pay-for-Performance Alignment | 59 | | Director Compensation | 61 | | Director Compensation Program | 61 | | Director Compensation for 2024 | 62 | | Auditors | 63 | | Report of the Audit Committee | 64 | | Resolutions 8, 9 & 10 | 65 | | Ratification of Appointment of PricewaterhouseCoopers LLP (US) as Independent Registered Public Accounting Firm | 65 | | Re-Appointment of PricewaterhouseCoopers LLP (UK) as UK Statutory Auditor | 65 | | Authorization of Audit Committee to Determine UK Statutory Auditor’s Compensation | 65 | | Resolution 11 | 66 | | Approval by Advisory Vote of the Company’s Executive Compensation | 66 |

  2. Voting and Other Procedures Related to the Annual General Meeting

    | Patrice Douglas | | | | Ms. Douglas is an attorney representing energy companies, financial institutions, municipalities and utilities on legal, regulatory and compliance matters. From 2011 to 2015, Ms. Douglas served on the Oklahoma Corporation Commission (the “OCC”), including as Chairman of the OCC beginning in 2012. She served as Executive Vice-President of First Fidelity Bank from 2008 to 2011, and as Senior Vice-President and then President of Spirit Bank from 2004 to 2008. Ms. Douglas also served as Mayor of Edmond, Oklahoma from 2009 through 2011. Ms. Douglas has served as a member of the board of directors of Amplify Energy Corp. (public) since 2021. Previously, Ms. Douglas served as a member of the board of directors of Diamond Offshore Drilling, Inc. (public) from 2023 to 2024, as a member of the board of directors of Midstates Petroleum Company, Inc. from 2016 through 2019, and as a member of the board of directors of Bank SNB and Southwest BankCorp from 2016 to 2018. Ms. Douglas received a Bachelor of Science degree from Oklahoma Christian University and a Juris Doctor degree from the University of Oklahoma. | | Age: 62 Director since: 2024 | | | | EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Ms. Douglas should serve as a director include her expertise in the areas of finance and treasury as well as legal and government. Further, the prior service of Ms. Douglas with Diamond provides business continuity that is of value to the board as the Company integrates following the Diamond Transaction. |

  3. Voting and Other Procedures Related to the Annual General Meeting

    | Robert W. Eifler | | | | Mr. Eifler was named President and Chief Executive Officer of the Company in May 2020. Previously, Mr. Eifler served as Senior Vice President, Commercial of the Company from August 2019 until assuming his current role. He served as Senior Vice President, Marketing and Contracts of the Company from February to August 2019, and as Vice President and General Manager – Marketing and Contracts of the Company from July 2017 to February 2019. Before that, Mr. Eifler led the Company’s marketing and contracts efforts for the Eastern Hemisphere while based in London. From November 2013 to March 2015, he worked for Hercules Offshore, Inc., an offshore driller, as Director, International Marketing. Mr. Eifler originally joined the Company in February 2005 as part of the management development program and held numerous operational and marketing roles with increasing responsibility around the world until joining Hercules Offshore, Inc. in 2013. Mr. Eifler received a B.S. in Systems and Information Engineering from the University of Virginia and an Acton MBA in Entrepreneurship. | | Age: 45 Director since: 2020 | | | | EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Eifler should serve as a director include his expertise in the areas of corporate governance, international business, operations, sales and marketing and engineering. He also has extensive experience in the oilfield services business. Further, it is the belief of our board that our CEO should be a member of the board of directors, and Mr. Eifler brings to our Board extensive knowledge of the Company and the industry as the President and Chief Executive Officer of the Company. |

  4. Voting and Other Procedures Related to the Annual General Meeting

    | Claus V. Hemmingsen | | | | Mr. Hemmingsen served as Chairman for Maersk Drilling from September 2016 to November 2022, and before that was the CEO of Maersk Drilling from 2005 to 2016. Mr. Hemmingsen originally joined A.P. Moller – Maersk in 1981 as a shipping trainee. After completing his shipping education, he moved to Maersk Drilling, before serving in Maersk Line from 1989, including 12 years in both Hong Kong and Singapore. In 2003 he returned to the head office in Copenhagen as Senior Vice President in Maersk’s global container activities, while also being responsible for APM Terminals until 2004. In 2016, he took up a number of other senior roles, including that of Vice CEO of A.P. Moller – Maersk. He left A.P. Moller - Maersk A/S in 2019. Mr. Hemmingsen is currently on the boards of and serves as chairman of the board for each of DFDS A/S (public), HusCompagniet A/S (public), Ramboll A/S (private) and Innargi A/S (private). Mr. Hemmingsen also serves on the Board of A.P. Moller Holding A/S and as managing director of CVH Consulting APS. He formerly served on the board of Maersk Drilling A/S (public). Mr. Hemmingsen has studied management at London Business School and Cornell University, and gained an Executive MBA from IMD in 2007. | | Age: 62 Director since: 2022 | | | | EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Hemmingsen should serve as a director include his expertise in the areas of administration and human resources, corporate governance, environmental and social responsibility, innovation, international business, operations and strategic planning. He also has extensive experience in the oilfield services business. Further, Mr. Hemmingsen’s prior service with Maersk Drilling provides business continuity that is of value to the Board. |

  5. Voting and Other Procedures Related to the Annual General Meeting

    | Alan J. Hirshberg | | | | Mr. Hirshberg currently owns VOR Advisors, Inc., a consulting firm. Prior to that he served as a Senior Advisor at Blackstone Management Partners, which provides asset management services, from January 2019 to January 2022. He joined ConocoPhillips, an oil and gas company, in 2010 as its Senior Vice President, Planning and Strategy, and retired in January 2019 as its Executive Vice President, Production, Drilling and Projects, a position he held since April 2016. In this role, he had responsibility for ConocoPhillips’ worldwide operations, as well as supply chain, aviation, marine, major projects, drilling and engineering functions. Prior to joining ConocoPhillips, Mr. Hirshberg worked at Exxon and ExxonMobil for 27 years, serving in various senior leadership positions in upstream research, production operations, major projects and strategic planning. His last role at ExxonMobil was Vice President of Worldwide Deepwater and Africa Projects. Mr. Hirshberg was formerly on the board of McDermott International, Inc. (private). Mr. Hirshberg was formerly on the board of Sitio Royalties (f/k/a Falcon Minerals Corporation (public)). Mr. Hirshberg received Bachelor and Master of Science degrees in Mechanical Engineering from Rice University. | | Age: 63 Director since: 2021 | | | | EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Hirshberg should serve as a director include his expertise in the areas of engineering, innovation, international business, operations, risk management, strategic planning, and cybersecurity. He also has broad experience in several areas of the energy industry and deep experience as a public company board member. |

  6. Voting and Other Procedures Related to the Annual General Meeting

    | Kristin H. Holth | | | | Ms. Holth served as Executive Vice President and Global Head of Ocean Industries in DNB Bank ASA – Norway’s largest financial services group, from 2017 to 2020. She has significant experience in capital markets and funding and held numerous management positions within DNB over the years, including also Global Head of Shipping, Offshore & Logistics for four years and General Manager & Head of DNB Americas for six years. Ms. Holth is currently on the boards of HitecVision A/S (public), Safe Bulkers (public), DOF Group USA (public) and ECOnnect Energy (private). Previously, Ms. Holth served on Maersk Drilling’s board of directors and on the boards of GasLog (public), Maersk Supply Service (private), ABP AS (private) and Maersk Tankers (private). Ms. Holth holds a Bachelor in Economics and Business Administration from BI Norwegian Business School. | | Age: 69 Director since: 2022 | | | | EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Ms. Holth should serve as a director include her expertise in the areas of finance and treasury, international business, and risk management. She also has extensive experience in the oilfield services business and deep experience as a public company board member. Further, Ms. Holth’s prior service with Maersk Drilling provides business continuity that is of value to the Board. |

  7. Voting and Other Procedures Related to the Annual General Meeting

    | H Keith Jennings | | | | Mr. Jennings is currently CFO of Array Technologies, Inc. (public), a manufacturer in the solar energy sector. Mr. Jennings served as Executive Vice President and Chief Financial Officer of Weatherford International, an oilfield service company, from September 2020 to August 2022, Executive Vice President and Chief Financial Officer of Calumet Specialty Products Partners, a manufacturer of a diversified slate of specialty branded products in various consumer and industrial markets, from October 2019 to August 2020, Vice President, Finance of Eastman Chemical Company from 2018 to 2019, Vice President & Treasurer of Eastman Chemical Company from 2016 to 2018 and Vice President & Treasurer of Cameron International from 2009 to 2016. He previously served on the board of 5E Advanced Materials, Inc. (public). Mr. Jennings holds a Bachelor of Commerce from the University of Toronto and a Master of Business Administration from Columbia University and is a Chartered Professional Accountant. | | Age: 55 Director since: 2023 | | | | EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our board to conclude that Mr. Jennings should serve as a director include his expertise in the areas of accounting, finance and treasury. He also has broad experience in the energy and chemical industries, experience as a public company board member, and has served as a chief financial officer. |

  8. Voting and Other Procedures Related to the Annual General Meeting

    | Charles M. Sledge | | | | Mr. Sledge previously served as the Chief Financial Officer of Cameron International Corporation, an oilfield services company, from 2008 until its sale to Schlumberger Limited in 2016. Prior to that, he served as the Corporate Controller of Cameron International Corporation from 2001 until 2008. He currently serves on the boards of Weatherford International plc, where he serves as chairman, and Talos Energy, Inc. (each public). He previously served on the boards of Stone Energy Corp., and Vine Energy, Inc. (each public). Mr. Sledge received a BS in Accounting from Louisiana State University and is a graduate of the Advanced Management Program at Harvard University. | | | EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Sledge should serve as a director include his expertise in the areas of accounting, finance and treasury, and operations. He also has broad experience in the energy exploration industry, deep experience as a public company board member, and has served as a chief financial officer. | | Age: 59 Director since: 2021 | |

  9. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives We believe that strong corporate governance requires that our compensation program pays for performance and closely aligns our executives’ interests with those of our shareholders. We focus on compensation tied to key drivers of stock price performance to provide a clear link to enhanced shareholder value and further emphasize an appropriate balance of financial results, operational excellence, safety and sustainability. We place a majority of executive pay at risk and subject a substantial portion of our NEOs potential compensation to specific annual and long-term performance metrics intended to drive Company success. Our executive compensation program reflects our philosophy that executive compensation should be structured to closely align each executive’s interests with those of our shareholders, emphasizing equity-based incentives and performance-based pay. The primary objectives of the Company’s compensation program are to: •support the Company’s strategy and commitment to be First Choice Offshore, including driving strong returns from our globally scaled, top tier fleet, to deliver earnings and free cash flow and acquiring and integrating assets and companies, all to drive long-term shareholder value creation; •attract, retain and motivate key executives capable of managing a complex, global business in a challenging and cyclical industry, by providing market competitive total compensation opportunities; •create a strong link between pay and performance with predefined short and long-term performance metrics that place the majority of total compensation at risk; and •align executive and shareholder interests by establishing market-relevant metrics, including strategic ESG initiatives that drive shareholder value creation and address stakeholder expectations. Consistent with this philosophy, we seek to provide a total compensation package for the NEOs that is competitive in respect of our Benchmark Peer Group (as defined below). In designing these compensation packages, the Compensation Committee annually reviews each compensation component and compares its use and level to various internal and external performance standards and market reference points. On average, our NEOs target total compensation is positioned within the middle range of those with similar roles within our Peer Group with a relatively conservative position for annual cash compensation and greater emphasis on long term equity compensation, demonstrating our commitment to linking NEO pay and long-term Company performance.

  10. Benchmark Peer Group

    Benchmark Peer Group We compete for talent with employers across many different sectors around the world, but our primary competitive market consists of offshore drilling companies and oilfield services companies. In making compensation decisions for our NEOs, each element of their total direct compensation is compared against published compensation data and data provided by the compensation consultant. Data from peer companies plays an important role in the process used by the Compensation Committee to determine the design, components and award levels in our executive pay program. The peer companies ("Benchmark Peer Group") are chosen in part because they operate in a similar industry, from an appropriate range of revenue and asset sizes and have similar breadth, complexity and global scope. Our Compensation Committee views these peers as representative of the companies against which we compete for talent. The Compensation Committee conducts a review of the Benchmark Peer Group annually to ensure it remains aligned with business strategy and growing size and complexity. As a result of this review, Baker Hughes Company and Haliburton were added and MRC Global, Inc was removed from the Benchmark Peer Group in 2024.

  11. Benchmark Peer Group

    | 2024 Benchmark Peer Group The following were used as a benchmark for comparing each component of compensation program in 2024: | | | | Baker Hughes Company | Helmerich & Payne, Inc. | TechnipFMC plc | | Bristow Group Inc. | Nabors Industries Ltd. | Transocean Ltd. | | ChampionX Corporation | NOV Inc. | Valaris Limited | | Diamond Offshore Drilling, Inc. * | Oceaneering International, Inc. | Weatherford International plc | | Haliburton Company | Patterson-UTI Energy, Inc. | | | * Diamond Offshore Drilling, Inc. was removed from the benchmark peer group in 2025 as a result of our acquisition of the company in September 2024. | | |

  12. Benchmark Peer Group

    The Compensation Committee benchmarks compensation of the NEOs against the compensation of individuals in like positions in the companies included in the Benchmark Peer Group. The Compensation Committee does not benchmark executive compensation to specific levels or percentiles of the Benchmark Peer Group, but instead endeavors to be competitive within the Benchmark Peer Group with respect to the various components and the aggregate level of compensation of officers in comparable positions. The Compensation Committee believes that this approach gives the committee the flexibility to respond to individual circumstances and offer competitive compensation packages to our executives.

  13. TSR Peer Group

    TSR Peer Group We use the TSR Peer Group to measure our relative total shareholder return (“TSR”) performance for the vesting of performance-based long-term equity incentives. Our TSR Peer Group is comprised of global offshore drilling companies with whom we most directly compete for customers and investor capital as well as the PHLX Oil Service Sector Index. The three listed companies are also in our Benchmark Peer Group except for Seadrill, who is a key direct competitor whose executive compensation data is not publicly available for benchmarking purposes. The Compensation Committee believes that the TSR Peer Group is an appropriate benchmark against which to measure the Company’s stock price performance in the complex and cyclical offshore drilling industry. The Compensation Committee removed ChampionX Corporation, Helmerich & Payne, Inc., Oceaneering International Inc., TechnipFMC plc and Weatherford International plc from the TSR Peer Group for fiscal year 2024 as part of its efforts to refine the group to consist of those companies we consider to be our primary direct competitors and added the PHLX Oil Service Sector Index to provide an appropriate balance given our limited number of

  14. TSR Peer Group

    | 36 | 2025 Proxy Statement | Noble Corporation plc |

  15. TSR Peer Group

    publicly traded primary direct competitors. The Compensation Committee will continue to review and assess the composition of the TSR Peer Group for future performance-based awards.

  16. TSR Peer Group

    | 2024 TSR Peer Group The following were used as the peer group for relative TSR calculations under our 2024 PVRSU awards: | | | Seadrill Limited | Valaris plc | | Transocean Ltd. | PHLX Oil Service Sector Index | | Diamond Offshore Drilling, Inc.* | | | * Will be excluded from calculation due to our acquisition of the company in 2024. | |

  17. How Compensation Components are Determined

    Short-Term Incentive Plan (STIP) Our STIP gives participants, including the NEOs, the opportunity to earn annual cash bonuses, with target award levels set as a percentage of their base salaries. Changes to STIP targets for 2024 for our NEOs were driven by market competitiveness and based on the size, scope and complexity of the Company. STIP targets are shown in the table below. The Compensation Committee approved increases in the STIP targets for Messrs. Eifler, Kawaja and Denton to maintain alignment with market benchmarks. STIP target change information is not included for Ms. Howard as she was not a NEO in 2023.

  18. How Compensation Components are Determined

    | Name | 2024 STIP Target (% of Base Salary) | 2023 STIP Target (% of Base Salary) | | Robert W. Eifler | 130% | 125% | | Richard B. Barker | 90% | 90% | | Joey M. Kawaja | 80% | 70% | | Blake A. Denton | 70% | 60% | | Jennie P. Howard | 70% | — |

  19. How Compensation Components are Determined

    2024 STIP – Metrics The Compensation Committee believes that the success of the Company is tied to the achievement of the key performance goals shown below and the STIP is designed to reward executives for meeting these goals thereby driving the performance of the Company. Company performance determines the funding level of the total STIP bonus pool. Accordingly, if performance thresholds are not met, STIP awards will not be funded. Our 2024 metrics for our STIP for all eligible personnel, including the NEOs, for the 2024 plan year are set forth below:

  20. Customer Satisfaction

    Customer Satisfaction Customer Satisfaction is a key driver of shareholder value. For purposes of the STIP, this metric is measured by customer satisfaction surveys which are sent out to customers from our operating rigs each quarter as part of a Quarterly Performance Review (QPR) to assess Company performance. The QPR solicits customer feedback over a number of dimensions and is scored on a scale from 0 to 7 by each customer. The average rating from all customers across all quarters is then taken to determine the annual customer satisfaction score.

  21. First Choice for Employees

    | Component | Performance Metric | Weighting of Component | 2024 Target | Actual 2024 Results | Factor | Component Payout (Weighting x Factor) | | | Financial Measure | Adjusted Free Cash Flow(1) | 30% | $289-324 million | $293.0 million | 1.00 | 0.30 | | | Financial Measure | Contact Drilling Margin (2) | 30% | 37.8-38.0% | 36.04% | 0.82 | 0.25 | | | Customer Satisfaction | Customer QPR | 15% | 6.3 | 6.375 | 1.19 | 0.18 | | | Safety Performance | Consequence Severity Index | 15% | 675.0 | 590.0 | 1.43 | 0.21 | | | First Choice for Employees | First Choice for Employees Scorecard(3) | 10% | Subjective Assessment | | 1.50 | 0.15 | | | | | | | Award Factor | | | 1.09 |

  22. First Choice for Employees

    | Name | Base Salary | STIP Target | Award Factor | 2024 STIP Payout | | Robert W. Eifler | $950,000 | 130% | 1.09 | $1,346,150 | | Richard B. Barker | $600,000 | 90% | 1.09 | $588,600 | | Joey M. Kawaja | $470,000 | 80% | 1.09 | $409,840 | | Blake A. Denton | $400,000 | 70% | 1.09 | $305,200 | | Jennie P. Howard | $425,000 | 70% | 1.09 | $324,275 |

  23. First Choice for Employees

    | Executive | PVRSU Value(1) | TVRSU Value(1) | Total LTIP Value(1) | | Robert W. Eifler | $5,250,000 | $2,250,000 | $7,500,000 | | Richard B. Barker | $1,560,000 | $1,040,000 | $2,600,000 | | Joey M. Kawaja | $900,000 | $600,000 | $1,500,000 | | Blake A. Denton | $720,000 | $480,000 | $1,200,000 | | Jennie P. Howard | $720,000 | $480,000 | $1,200,000 |

  24. First Choice for Employees

    (1)For 2024 grants, the number of units underlying each component of the LTIP award was determined using a 7-trading-day trailing volume-weighted average stock price of the Company’s common stock on the NYSE (“VWAP”) as of the grant date, January 26, 2024 of $44.1695. 2024 Time-Vested Restricted Stock Units (TVRSU) Our CEO received 30% of his annual LTIP award value in the form of TVRSUs. Our other NEOs received 40% of their 2024 LTIP award value in the form of TVRSUs. The TVRSUs vest ratably over a three-year period commencing on the first anniversary of the grant date. While TVRSUs are not earned based on performance criteria, the Compensation Committee believes that, because the ultimate value of the awards is linked directly to the performance of our stock over time, TVRSUs support management performance and align management with our shareholders. 2024 Performance-Vested Restricted Stock Units (PVRSUs) Our CEO received 70% of his 2024 LTIP award value in the form of PVRSUs and our other NEOs received 60% of their 2024 award value in the form of PVRSUs. The PVRSUs granted will vest from 0% to 200% of the target number of PVRSUs awarded based on the achievement of specified performance criteria outlined below over a three-year performance period. With respect to each performance goal, the Company must exceed a threshold performance level in order for any of the PVRSUs to vest. Any PVRSUs that do not vest are forfeited.

  25. First Choice for Employees

    | Summary Compensation Table | | | | | | | | | | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | | All Other Compensation ($)(5) | Total ($) | | Robert W. Eifler President & Chief Executive Officer | 2024 | $941,667 | $7,997,410 | $1,346,150 | | — | $1,751,277 | $12,036,504 | | | 2023 | 883,333 | 6,725,180 | 1,653,750 | | — | 385,120 | 9,647,383 | | | 2022 | 800,000 | 5,913,496 | 686,400 | | — | 36,152 | 7,436,048 | | Richard B. Barker Executive Vice President & Chief Financial Officer | 2024 | 589,167 | 2,753,774 | 588,600 | | — | 307,874 | 4,239,415 | | | 2023 | 525,000 | 2,134,940 | 707,805 | | — | 40,983 | 3,408,728 | | | 2022 | 475,000 | 1,847,999 | 333,450 | | — | 30,507 | 2,686,956 | | Joey M. Kawaja Senior Vice President, Operations | 2024 | 460,833 | 1,588,717 | 409,840 | | — | 151,364 | 2,610,754 | | | 2023 | 408,333 | 1,174,238 | 427,035 | | 24,804 | 36,758 | 2,071,168 | | | 2022 | 341,000 | 1,161,601 | 175,500 | | — | 30,110 | 1,708,211 | | Blake A. Denton Senior Vice President, Marketing and Contracts | 2024 | 397,500 | 1,270,974 | 305,200 | | — | 151,364 | 2,125,038 | | | 2023 | 377,500 | 1,174,238 | 339,570 | | — | 38,480 | 1,929,788 | | | 2022 | 309,778 | 1,161,601 | 159,120 | | — | 30,542 | 1,661,040 | | Jennie P. Howard Senior Vice President, General Counsel & Secretary | 2024 | 416,667 | 1,270,974 | 324,275 | | — | 24,696 | 2,036,612 |

  26. 2024 Pay versus Performance Table

    2024 Pay versus Performance Table

  27. 2024 Pay versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for First CEO(1) ($) | Summary Compensation Table Total for Second or Only CEO(2) ($) | Compensation Actually Paid to First CEO ($)(3) | Compensation Actually Paid to Second or Only CEO ($)(3) | Average Summary Compensation Table Total for Non-CEO NEOs(4) ($) | Average Compensation Actually Paid to Non-CEO NEOs(5) ($) | Total Shareholder Return(6) ($) | Peer Group Total Shareholder Return (7) ($) | Net Income ($M) | Company Selected Measure: Adjusted Free Cash Flow(8) ($M) | | 2024 | | 12,036,504 | | 4,090,517 | 2,752,954 | 1,251,463 | 135.06 | 115.05 | 448 | 293 | | 2023 | | 9,647,383 | | 34,874,444 | 2,361,871 | 6,063,404 | 197.37 | 129.88 | 482 | 197 | | 2022 | | 7,436,048 | | 33,884,450 | 2,041,762 | 7,066,846 | 152.36 | 127.17 | 169 | 165 | | 2021 | | 25,270,516 | | 38,099,613 | 5,033,297 | 7,386,178 | 100.24 | 79.17 | 352 | (95) | | 2020 | 7,222,019 | 4,882,286 | 2,100,895 | 3,316,957 | 1,887,617 | 1,057,824 | N/A | N/A | (3,987) | 151 |

  28. 2024 Pay versus Performance Table

    (1)The Company had two CEOs during 2021. Effective as of the close of the Company’s Annual General Meeting of Shareholders held on May 21, 2020, Julie J. Robertson stepped down from her positions of President and Chief Executive Officer of the Company and transitioned to the position of Executive Chairman and Mr. Eifler, who formerly served as Senior Vice President—Commercial, succeeded Ms. Robertson as President and Chief Executive Officer. On February 5, 2021, when the Company successfully completed its financial restructuring and the Debtors emerged from the Chapter 11 Cases, Ms. Robertson retired from her position as Executive Chairman. (2)The dollar amounts reported in this column are the amounts reported for Robert Eifler (the Company’s Chief Executive Officer) for each of the corresponding years in the “Total” column of our Summary Compensation Table. Refer to the “Summary Compensation Table.” In the 2024 proxy statement, the 2022 and 2023 Summary Compensation Table total values were presented incorrectly; the values have been restated in this disclosure. In last year’s proxy statement, the Summary Compensation Table total values for 2022 and 2023 were presented as $8,374,467 and $10,586,370, respectively (3)The dollar amounts reported in this column represent the amount of “compensation actually paid” to our the CEOs, as calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by the NEOs. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In the 2024 proxy statement, the 2021-2023 Compensation Actually Paid values were presented incorrectly; the values have been restated in this disclosure. In last year’s proxy statement, the Compensation Actually Paid values for 2021-2023 were presented as $38,425,385, $33,943,858 and $34,564,735, respectively. (4)The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs are a group (excluding Mr. Eifler and Ms. Robertson, as applicable) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs for each applicable year are as follows: • 2024: Richard B. Barker, Joey M. Kawaja, Blake A. Denton and Jennie P. Howard • 2023: Richard B. Barker, Joey M. Kawaja, Blake A. Denton and Caroline M. Alting • 2022: Richard B. Barker, William E. Turcotte, Joey M. Kawaja and Blake A. Denton • 2021: Richard B. Barker, William E. Turcotte, Joey M. Kawaja and Blake A. Denton • 2020: Richard B. Barker, William E. Turcotte, Joey M. Kawaja, Barry Smith and Stephen M. Butz

  29. 2024 Pay versus Performance Table

    | 56 | 2025 Proxy Statement | Noble Corporation plc |

  30. 2024 Pay versus Performance Table

    In the 2024 proxy statement, the 2022 and 2023 Summary Compensation Table total values were presented incorrectly; the values have been restated in this disclosure. In last year’s proxy statement, the Summary Compensation Table total values for 2022 and 2023 were presented as $2,261,706 and $2,631,036, respectively. (5)The dollar amounts reported in this column represent the amount of “compensation actually paid” to our NEOs, as calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by the NEOs. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In the 2024 proxy statement, the 2021-2023 Compensation Actually Paid values were presented incorrectly; the values have been restated in this disclosure. In last year’s proxy statement, the Compensation Actually Paid values for 2021-2023 were presented as $7,445,966, $7,091,051 and $6,103,833, respectively.

  31. 2024 Pay versus Performance Table

    | Compensation Actually Paid | | | | | | | | CEO | | | | | | | 2020 | 2021 | 2022 | 2023 | 2024 | | Total Compensation for CEO as reported in SCT for the covered year | $4,882,286 | $25,270,516 | $7,436,048 | $9,647,383 | $12,036,504 | | Deduct pension values reported in SCT for the covered year | — | — | — | — | — | | Deduct grant date fair value of equity awards reported in SCT for the covered year | (1,114,516) | (23,298,341) | (5,913,496) | (6,725,180) | (7,997,410) | | Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | — | — | — | — | — | | Add fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | — | 36,134,522 | 9,277,181 | 8,990,179 | 5,000,823 | | Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | — | — | — | — | — | | Add dividends paid on unvested shares/share units and stock options | — | — | — | — | — | | Add the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | (450,813) | — | 20,937,860 | 6,106,106 | (2,477,341) | | Add the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | — | — | 2,146,857 | 16,855,956 | (2,472,059) | | Subtract the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | — | (7,084) | — | — | — | | Compensation Actually Paid | $3,316,957 | $38,099,613 | $33,884,450 | $34,874,444 | $4,090,517 |

  32. 2024 Pay versus Performance Table

    | Noble Corporation plc | 2025 Proxy Statement | 57 |

  33. 2024 Pay versus Performance Table

    | Compensation Actually Paid | | | | | | | | Non-CEO NEOs | | | | | | | 2020 | 2021 | 2022 | 2023 | 2024 | | Total Compensation for Other NEOs as reported in SCT for the covered year | $1,887,617 | $5,033,297 | $2,041,762 | $2,361,871 | $2,752,954 | | Deduct pension values reported in SCT for the covered year | (18,152) | — | — | (6,201) | — | | Deduct grant date fair value of equity awards reported in SCT for the covered year | (584,520) | (4,275,914) | (1,385,999) | (1,414,413) | (1,721,110) | | Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | — | — | — | — | — | | Add fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | — | 6,631,721 | 2,174,375 | 1,886,830 | 1,103,214 | | Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | — | — | — | — | — | | Add dividends paid on unvested shares/share units and stock options | — | — | — | — | — | | Add the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | (227,121) | — | 3,842,700 | 1,011,881 | (485,635) | | Add the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | — | — | 394,008 | 2,223,436 | (397,961) | | Subtract the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | — | (2,926) | — | — | — | | Compensation Actually Paid to Other NEOs | $1,057,824 | $7,386,178 | $7,066,846 | $6,063,404 | $1,251,463 |

  34. 2024 Pay versus Performance Table

    (6)TSR is determined by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and June 9, 2021, the date of our relisting on the NYSE following our emergence from bankruptcy by (b) the Company’s share price on June 9, 2021. Legacy Noble filed its petition for bankruptcy and delisted from the NYSE on July 31, 2020 and therefore, in accordance the rules of the SEC, the Company is not providing a TSR or Peer Group TSR for 2020. In the 2024 proxy statement, the 2023 TSR value was presented incorrectly. The 2023 value is restated above using the correct TSR calculation methodology. In last year’s proxy statement, 2023 TSR was presented as $129.51. (7)The peer group used for this purpose is the OSX index. (8)Adjusted Free Cash Flow for 2024 is equal to adjusted EBITDA minus capital expenditures, minus net interest expense, minus cash taxes, plus or minus changes in working capital, plus or minus cost to achieve synergies adjusted for any non-recurring items. Adjusted Free Cash Flow for 2023 is equal to adjusted EBITDA minus capital expenditures, minus cash interest expense, minus cash taxes, plus or minus changes in working capital, plus or minus certain non-recurring items and adjusted to exclude rig sale proceeds. Adjustments to 2020 – 2022 free cash flow also removed merger and integration related costs (which were included in the calculations for 2023 and 2024).

  35. 2024 Pay versus Performance Table

    | 58 | 2025 Proxy Statement | Noble Corporation plc |

  36. Director Compensation Program

    Director Compensation Program The table below provides a summary of the Company’s compensation program for non-employee directors:

  37. Director Compensation Program

    | Component | 2024 ($) | | Annual cash retainer — Board member | $100,000 | | Annual cash retainer — Non-executive Chair | 165,000 | | Annual deferred cash/equity retainer — Board member(1) | 200,000 | | Annual deferred cash/equity retainer equity retainer — Non-executive Chair(1) | 265,000 | | Audit committee chair annual cash retainer | 30,000 | | Other committee chair annual cash retainer | 20,000 | | Committee member annual cash retainer | 10,000 | | International meeting attendance fee(2) | 4,000 | | Supplemental quarterly retainer - Non-executive chair(3) | 40,000 | | Supplemental quarterly retainer - Board member(3) | 20,000 |

  38. Director Compensation Program

    (1)The annual deferred cash/equity retainer is awarded in the form of restricted stock units, which vest one year from the date of grant, and are settled 60% in shares and 40% in cash on the date of vesting. (2)The international travel fee was approved by the Board of Directors, upon recommendation by the Compensation Committee, in consideration of the international residency composition of the post-Business Combination Board of Directors. (3)The supplemental quarterly retainer was approved to compensate the Directors for the increased work required by the Board in connection with the pending acquisition of Diamond Offshore Drilling, Inc., and other strategic initiatives. The supplemental retainer was discontinued effective September 30, 2024. We also reimburse directors for travel, lodging and related expenses they may incur in attending Board and committee meetings, and for related activities in connection with their duties as directors. Our directors do not receive any additional compensation from the Company in the form of retirement or deferred compensation plans or otherwise.

  39. Director Compensation Program

    | Noble Corporation plc | 2025 Proxy Statement | 61 |

  40. Director Compensation Program

    Director Compensation

  41. Director Compensation for 2024

    Director Compensation for 2024 The following table shows the compensation of our non-employee directors for the year ended December 31, 2024.

  42. Director Compensation for 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2) | All Other Compensation ($)(3) | | Total ($)(4) | | Charles M. Sledge | | $265,000 | $269,235 | | $4,611 | $538,846 | | Patrice Douglas(5) | | 36,196 | 76,508 | | — | 112,704 | | Claus V. Hemmingsen | | 178,000 | 203,217 | | 3,480 | 384,697 | | Alan J. Hirshberg | | 170,000 | 203,217 | | 3,480 | 376,697 | | Kristin H. Holth | | 168,000 | 203,217 | | 3,490 | 374,707 | | H. Keith Jennings | | 170,000 | 203,217 | | 1,117 | 374,334 | | Alastair Maxwell | | 162,000 | 203,217 | | 3,479 | 368,696 | | Ann D. Pickard | | 168,940 | 203,217 | | 3,480 | 375,637 |

  43. Director Compensation for 2024

    (1)Includes all cash retainer fees paid and international meeting attendance fee. (2)Represents the aggregate grant date fair value of the awards completed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The awards represent 2,716 units for each of Messrs. Hemmingsen, Hirshberg, Jennings, Maxwell and Ms. Holth and Pickard, 5,999 units for Mr. Sledge and 2,127 units for Ms. Douglas; all of which remained outstanding at the end of the fiscal year. Ms. Douglas' 2024 stock award was prorated based on the date she joined the Board (September 4, 2024). The number of units granted was determined using the 7-day volume weighted average stock price immediately prior to the grant date. (3)The amounts disclosed in this column are payments in respect of Dividend Equivalent Rights, which were paid out to the directors in connection with the vesting of their TVRSUs in 2024. (4)Director total compensation varies based upon whether such director is a chairperson of the board or a committee. (5)Joined our Board effective September 4, 2024.

  44. Director Compensation for 2024

    | 62 | 2025 Proxy Statement | Noble Corporation plc |

  45. Director Compensation for 2024

    Auditors

  46. CEO PAY RATIO

    CEO PAY RATIO As at 31 December 2024, Noble Corporation plc did not meet the minimum threshold of 250 employees in the UK required for CEO pay ratio to be disclosed. In order to establish our UK employee population, we considered onshore employees on our UK payroll as well as offshore employees, working in the UK, but employed through legalTSR calculations entities outside the UK.