Weatherford International plc
For the period ended Jun 11, 2026. Filed Apr 21, 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 11, 2026 · Filed Apr 21, 2026
Contents
Compensation Program Overview
The Compensation and Human Resources Committee of our Board (for purposes of this CD&A, the “Committee”) oversees our compensation program and associated plans, policies and philosophy, all of which are designed to align with our strategic initiatives, maintain competitiveness and ensure compliance with legislative and listing requirements. The Committee annually reviews this philosophy with input from our independent compensation consultant LB&Co., and adjusts as needed.
Compensation Philosophy and Program Objectives
We have developed our compensation philosophy based on the overarching belief that compensation should:
| • | Attract, motivate, retain and reward the key executive and managerial talent needed for our Company to achieve its goals and objectives; |
| • | Reflect pay-for-performance by aligning the interests of our executives and shareholders through the use of performance-based compensation; |
| • | Promote long-term value creation and growth strategies; and |
| • | Ensure line-of-sight toward the key performance measures that are indicative of Company profitability and gains in shareholder value. |
We believe in transparency in executive compensation and have designed our program to be performance-driven, easy to understand and appropriately aligned with shareholders’ interests. To this end, we believe our program:
| • | Reflects competitive market practices in both compensation plan design and compensation opportunities; |
| • | Emphasizes absolute and relative financial results through the combination of our short- and long-term incentive plans; and |
| • | Aligns with our strategic objectives on growth and relative performance. |
34 Weatherford International plc — 2026 Shareholder Meetings
The following table outlines how we believe the major categories of our NEO compensation program align with our overall compensation philosophy:
| Compensation Element | Description | Underlying Principles |
|---|---|---|
| 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 | • 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 | • Equity awards granted 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 |
Pay Mix & Overall Compensation Structure
The primary elements of our executive compensation program are base salary, short-term incentive compensation (cash) and long-term incentive compensation (equity). Our compensation structure embodies our commitment to ourpay-for-performance philosophy. A meaningful portion of our NEOs’ total compensation is linked to the achievement of predetermined quantitative performance goals through our 2025 Short-Term Annual Incentive Plan (“STI Plan”) and through PSUs issued under our Long-Term Incentive Plan (“LTI Plan”).
Weatherford International plc — 2026 Shareholder Meetings 35
The following graphics illustrate the mix between fixed pay (base salary) and variable pay (STI Plan and LTI Plan compensation) for our CEO and the average of our NEOs other than the CEO, in each case based on 2025 target compensation levels. Actual 2025 compensation, which is discussed later in this CD&A, varies based on actual performance. In 2025, 90.6% of our CEO’s target compensation, and, on average, 77.8% of our other NEOs’ target compensation, was “at risk,” or not guaranteed; and 9.4% and 22.2%, respectively, was fixed in the form of base salary.
Compensation Practices & Policies
The following table presents an overview of our compensation structure and the fundamental compensation practices and policies we do and do not follow, in accordance with best practice in compensation governance.
| 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 or 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 |
36 Weatherford International plc — 2026 Shareholder Meetings
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.