Noble Corp plc
For the period ended May 21, 2024. Filed Apr 10, 2024.
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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.
May 21, 2024 · Filed Apr 10, 2024
Contents
Pay versus Performance Table
As discussed in the CD&A above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of Noble’s financial, operational and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation
S-K,
the following table sets forth additional compensation information for our NEOs for fiscal years 2023, 2022, 2021 and 2020.
2023 Pay versus Performance Table
| Value of Initial Fixed $100 Investment Based On: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for FirstCEO (1)($) | Summary Compensation Table Total for Second or Only CEO (2) ($) | Compensation Actually Paid to First CEO ($) | Compensation Actually Paid to Second or Only CEO ($) | Average Summary Compensation Table Total for Non-CEO NEOs (3) ($) | Average Compensation Actually Paid to Non-CEO NEOs (4) ($) | Total Shareholder Return (5) ($) | Peer Group Total Shareholder Return (6)($) | Net Income ($) | Adjusted Free Cash Flow (7) ($) |
| 2023 | 10,586,370 | 34,564,735 | 2,631,036 | 6,103,833 | 129.51 | 129.88 | 482 | 197 | ||
| 2022 | 8,374,467 | 33,943,858 | 2,261,706 | 7,091,051 | 152.36 | 127.17 | 169 | 165 | ||
| 2021 | 25,270,516 | 38,425,385 | 5,033,297 | 7,445,966 | 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 |
| (1) | The Company had two CEOs during 2020. 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”. |
| (3) | The dollar amounts reported in column (d) 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: |
| • | 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 |
| (4) | The dollar amounts reported in this column represent the amount of “compensation actually made” 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. |
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Pay versus Performance
| Compensation Actually Paid | ||
|---|---|---|
| CEO | Non-CEO NEOs | |
| 2023 | 2023 | |
| Summary Compensation Table Total | 10,586,370 | 2,631,036 |
| Less, value of “Stock Awards” reported in Summary Compensation Table | (8,004,972) | (1,683,578) |
| Less, Change in Pension Value reported in Summary Compensation Table | — | (6,201) |
| Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 9,410,078 | 1,975,142 |
| Plus, fair value as of vesting date of equity awards granted and vested in the year | — | — |
| Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 6,166,644 | 1,022,557 |
| Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | 16,406,615 | 2,164,877 |
| Less, prior year-end fair value for any equity awards forfeited in the year | — | — |
| Compensation Actually Paid | 34,564,735 | 6,103,833 |
| (5) | 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. |
| (6) | The peer group used for this purpose is the OSX index. |
| (7) | 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, but those were included in the calculations for 2023. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures. |
Pay-for-Performance
Alignment
The following table identifies what we believe to be four of our key financial performance measures used by our Compensation Committee to link the “compensation actually paid” (CAP) to our CEO and other NEOs in 2023 to Company performance, in no particular order. The role of each of these performance measures on our NEOs’ compensation is discussed in the CD&A above.
Financial Performance Measures
Adjusted Free Cash Flow
Contract Drilling Margin less G&A
Absolute and Relative Total Shareholder Return (Matrix)
The charts below reflect the CAP to our CEO and other NEOs over the four-year period ended December 31, 2023 compared to our TSR, the TSR of our peer group, net income (loss) and adjusted free cash flow, respectively. With respect to CAP increase from 2020 to 2021, in connection with the Company’s emergence from bankruptcy in February 2021 all previously outstanding equity awards were cancelled. The ‘Emergence Grant’ equity awards granted in February 2021 were made using a price per share of $13.46 based on third- party implied market prices immediately prior to emergence, and in consultation with our creditors. The CAP for our CEO and other NEOs was primarily impacted by the Company’s share price appreciation of 180% from emergence through December 31, 2022. The charts below reflect the Company’s strong TSR performance relative to the OSX peer group since listing on the NYSE in June 2021 and strong adjusted free cash flow generation.
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Pay versus Performance
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.