Seadrill Ltd
For the period ended Jun 3, 2026. Filed Apr 20, 2026.
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 3, 2026 · Filed Apr 20, 2026
SDRL$42.20+2.6%Stored close · as of Nov 6, 2026
Contents
Pay Versus Performance
SEC regulations require us to disclose the following information about the relationship between both the total compensation paid to our Chief Executive Officer (“PEO” in the following tables and footnotes) and the average total compensation paid to our other named executive officers (“non-PEO named executive officers” in the following tables and footnotes) and the Company’s financial performance.
| Year(1) · Summary compensation table total for PEO ($)(2) · Compensation actually paid to PEO ($)(3) · Average summary compensation table total for non-PEO named executive officers ($)(2) · Average compensation actually paid to non-PEO named executive officers ($)(3) · Value of initial fixed $100 investment based on(4): · Net income ($M)(5) · Adjusted EBITDA ($M)(6) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total shareholder return($) · Peer group total shareholder return($) | ||||||||
| 2025 | 5,851,948 | 1,681,754 | 2,016,673 | 1,059,863 | 131 | 118 | (77) | 353 |
| 2024 | 8,337,369 | 2,600,952 | 2,755,529 | 1,269,188 | 147 | 114 | 446 | 378 |
| 2023 | 12,949,070 | 14,774,897 | 3,479,800 | 3,890,876 | 178 | 129 | 300 | 495 |
| 2022 | 5,687,373 | 5,385,965 | 2,054,694 | 1,969,296 | 123 | 126 | 3,907 | 265 |
| (1) | Mr. Johnson assumed the role of Chief Executive Officer of the Company in 2022. The non-PEO named executive officers for 2025, 2024 and 2023 were Messrs. Creed, Ali, Sauer-Petersen and Strickler and for 2022 were Messrs. Creed, Ali and Sauer-Petersen. |
| (2) | Reflects, for our PEO, the total compensation reported in the Summary Compensation Table, and for the non-PEO named executive officers, the average of their total compensation reported in the Summary Compensation Table, in each case, in the fiscal years indicated. |
| (3) | Represents the compensation actually paid to our PEO and to the non-PEO named executive officers in each of the fiscal years indicated, as computed in accordance with Item 402(v) of Regulation S-K and as set forth below: |
| As Reported in Summary Compensation Table(a) · Equity Award Adjustments | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Total ($) | Stock Awards ($) | Fair Value as of the End of the Fiscal Year of Awards Granted During the Fiscal Year that Remain Outstanding as of the End of the Fiscal Year ($)(b) | Change in Fair Value as of the Last Day of the Fiscal Year of Awards Granted in Prior Years that Remain Outstanding as of the End of the Fiscal Year ($)(c) | Fair Value as of the End of the Fiscal Year of Awards Granted During the Fiscal Year that also Vested During the Fiscal Year ($)(d) | Change in Fair Value as of Vesting Date of Awards Granted in Prior Years that Vest During the Fiscal Year ($)(e) | Forfeiture of Awards in the Current Fiscal Year that were Granted in a Prior Fiscal Year ($)(f) | Total Compensation “Actually Paid” ($) |
| PEO | ||||||||
| 2025 | 5,851,948 | (4,264,803) | 5,546,559 | (755,830) | — | (1,469,271) | (3,226,849) | 1,681,754 |
| 2024 | 8,337,369 | (6,165,155) | 3,222,340 | (3,708,554) | 399,549 | 515,403 | — | 2,600,952 |
| 2023 | 12,949,070 | (10,752,925) | 7,495,979 | 3,196,644 | 1,633,240 | 252,888 | — | 14,774,897 |
| 2022 | 5,687,373 | (4,125,612) | 3,824,204 | — | — | — | — | 5,385,965 |
| Non-PEO Named Executive Officers | ||||||||
| 2025 | 2,016,673 | (1,258,108) | 1,636,227 | (222,981) | — | (354,121) | (757,828) | 1,059,863 |
| 2024 | 2,755,529 | (1,818,705) | 950,606 | (857,492) | 117,842 | 121,408 | — | 1,269,188 |
| 2023 | 3,479,800 | (2,575,038) | 1,857,038 | 679,286 | 396,053 | 53,736 | — | 3,890,876 |
| 2022 | 2,054,694 | (1,168,919) | 1,083,521 | — | — | — | — | 1,969,296 |
| (a) | Reflects, for our PEO, the applicable amounts reported in the “Summary compensation table total for PEO” column in the table above and the “Stock awards” column in the Summary Compensation Table, and for the non-PEO named executive officers, the amounts reported in the “Average summary compensation table total for non-PEO named executive officers” column in the table above and the average of the amounts reported in the “Stock awards” column in the Summary Compensation Table, in each case, in each of the fiscal years indicated. |
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| (b) | Reflects either (i) the fair value, with respect to our PEO, or (ii) the average of the fair value, with respect to the non-PEO named executive officers, in each case, as of December 31 of the covered fiscal year of awards granted in the covered fiscal year that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year. |
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| (c) | Reflects either (i) the change in fair value, with respect to our PEO, or (ii) the average of the change in fair value, with respect to the non-PEO named executive officers, in each case, from December 31 of the prior fiscal year to December 31 of the covered fiscal year of awards granted in a prior fiscal year that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year. |
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| (d) | Reflects either (i) the fair value, with respect to our PEO, or (ii) the average of the fair value, with respect to the non-PEO named executive officers, in each case, as of the vesting date of awards granted in the covered fiscal year that also became vested (in whole or in part) during the covered fiscal year. |
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| (e) | Reflects either (i) the change in fair value, with respect to our PEO, or (ii) the average of the change in fair value, with respect to the non-PEO named executive officers, in each case, from December 31 of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year. |
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| (f) | Reflects, either (i) the fair value, with respect to our PEO, or (ii) the average of the fair value, with respect to the non-PEO named executive officers, in each case, as of the end of the prior fiscal year of awards that were granted in a prior fiscal year but failed to vest and were forfeited in the covered fiscal year. |
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| (4) | For each covered fiscal year, represents the value of an investment of $100 as of December 31, 2021 in each of (i) our common shares and (ii) the PHLX Oil Service Sector Index (“OSX”) measured over each of the periods ending on December 31, 2022, 2023, 2024 and 2025. It is assumed that dividends, if any, are reinvested. The OSX, which is the published industry or line-of-business index that we selected for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our 2025 Annual Report, was used as the peer group for purposes of determining the total shareholder return of our peer group in this “Pay Versus Performance” section. |
| (5) | Represents the amount of net income reflected in our consolidated financial statements for each covered fiscal year. |
| (6) | Represents the Company’s Adjusted EBITDA for each covered fiscal year. Attached as Appendix A in this proxy statement is a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure. |
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return (“TSR”) as a Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR Per $100”)
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Adjusted EBITDA
2025 Key Performance Measures
The table below contains an unranked list of the most important financial performance measures we use to link executive compensation actually paid to performance.
Key Financial Performance Measures
Adjusted EBITDA
Unlevered Free Cash Flow
Annual Free Cash Flow
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