Valaris Ltd
For the period ended Jun 12, 2025. Filed Apr 17, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2025 · Filed Apr 17, 2025
Contents
Proxy Summary
| Resolution 1Election of Directors | The Board recommends a vote FOR each director nominee. See page 9 |
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Board Highlights
Board Nominees
| Name and Principal Occupation · Age · Independent · DirectorSince · Current Committee Membership | ||||||||
|---|---|---|---|---|---|---|---|---|
| Elizabeth D. Leykum (Chair of the Board)Founder of Serenade Capital LLC | 46 | Yes | 2021 | ● | ● | ● | ● | |
| Anton DibowitzPresident and Chief Executive Officer of Valaris Limited | 53 | No | 2021 | ● | ||||
| Dick FagerstalFormer Executive Chairman of Global Marine Group | 64 | Yes | 2021 | ● | ● | |||
| Joseph GoldschmidManaging Director, Oak Hill Advisors, L.P. | 39 | Yes | 2021 | ● | ● | ● | ||
| Catherine J. HughesFormer Executive Vice President Internationalat Nexen Inc. | 62 | Yes | 2022 | ● | ● | ● | ||
| Kristian JohansenChief Executive Officer of TGS ASA | 53 | Yes | 2023 | ● | ● | ● | ||
Chair● Member
| 6 | Valaris Limited | valaris.com |
Proxy Summary
Current Board Skills and Experience
| Strategic Planning | Public Company Governance |
| Business Development / Operations | Senior Executive Leadership |
| Risk Management | Accounting |
| Energy Industry, including oilfield services | Environment and Sustainability Practices |
| Finance / Capital Allocation | Information Technology / Cybersecurity / Artificial Intelligence |
| Human Capital Management | Legal / Regulatory |
| International Business |
Corporate Governance Highlights
Independent Chair of the Board, separate from Chief Executive Officer
No staggered board – all directors are elected annually
Fully independent Audit, Compensation, Nominating and Governance (“N&G”) and Safety and Sustainability committees
Regular executive sessions of non-executive directors
Majority vote standard for director elections
Director nominees reflect a variety of professional experiences, backgrounds, perspectives and viewpoints
Annual Board and committee evaluations
Our Code of Conduct applies to all officers, directors, employees and full-time contractors, with required annual compliance training. We also expect our business partners and vendors to act consistent with our Code of Conduct
Director, executive officer and vice president share ownership guidelines (including at least six times (6x) base salary multiple for our Chief Executive Officer)
Minimum holding periods for all equity interests of the Company until share ownership guidelines are met
Directors and officers are not permitted to engage in transactions designed to hedge or offset the market value of our equity securities or to pledge our common shares
Average independent director tenure of less than four years
| valaris.com | 2025 Proxy Statement | 7 |
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Proxy Summary
| Resolution 2Advisory Vote to Approve NamedExecutive Officer Compensation | The Board recommends a vote FOR this resolution. See page 31 |
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2024 Executive Compensation Highlights
| Element | Form | Description |
|---|---|---|
| Base Salary | Cash | •Provides a fixed, market level of base compensation |
| Short-Term Incentive Awards | Cash | •Provided under the Valaris Cash Incentive Plan (the "VCIP")•Earned based on achievement of specified annual financial, operational, sustainability (spill prevention) and safety (personal and process) and strategic team goals |
| Long-Term Incentive Awards | Shares | •Executive officer awards are provided under the Valaris 2021 Management Incentive Plan (the "MIP") through a combination of restricted share units (“RSUs”) and performance share units (“PSUs”)•RSUs generally vest over a three-year period•PSUs are earned based on the attainment of absolute total shareholder return and relative total shareholder return as compared to a peer group over a three-year performance period |
2024 Say-on-Pay Vote
97% of the votes cast at our 2024 Annual General Meeting of Shareholders were in favor of our named executive officers' compensation
| Resolution 3Appointment of the Independent Registered Public Accounting Firm | The Board recommends a vote FOR this resolution See page 59 |
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Certain information in this summary is contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. For more complete information regarding our 2024 fiscal performance, please review our 2024 annual report. The Notice of Internet Availability, or this proxy statement, our 2024 annual report and the notice are first being sent or distributed to shareholders on or about April 17, 2025 and are available, free of charge, atwww.proxyvote.com.
| 8 | Valaris Limited | valaris.com |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.