Weatherford International plc
For the period ended Jun 11, 2026. Filed Apr 21, 2026.
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Jun 11, 2026 · Filed Apr 21, 2026
Contents
Risk Analysis of Compensation Programs
RISK ANALYSIS OF OUR COMPENSATION PROGRAMS
With the assistance of LB&Co., the Committee regularly monitors and annually reviews our executive compensation program to determine whether the elements of the program are consistent with our objectives and principles. As part of this review, the Committee evaluates whether the Company’s risk management objectives are being met with respect to the executive compensation program. If the program elements are determined to be inconsistent with our objectives and principles, or if any incentives are determined to encourage risks that are reasonably likely to have a material adverse effect on the Company, then the elements will be adjusted as necessary.
46 Weatherford International plc — 2026 Shareholder Meetings
Following the Committee’s annual review in 2025, it was concluded that there were no undue risks arising from our compensation policies and practices, and that there is no element of the compensation program that could be expected to provide an incentive to take any unnecessary, excessive or inappropriate risks that would be reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, the Committee considered the following:
| Program Attribute | Risk-Mitigating Effect | ||
|---|---|---|---|
| ✓ | The compensation mix between fixed and variable components and levels, and the balance between short-term and long-term variable compensation are reasonable and appropriate | ☒ | Competitive levels of fixed compensation eliminate any day-to-day personal concerns, while variable compensation ensures our executives are appropriately motivated and rewarded for decision-making aimed at enhancing shareholder value both in the short and long-term |
| ✓ | The quality and reasonableness of incentive plan performance goals and payout formulas | ☒ | Threshold, target and maximum performance and payout levels, funding formulas are not extreme, and goals are set within reach, thereby mitigating the likelihood of excessive risk taking in order to achieve a compensation result |
| ✓ | The nature and breadth of the performance metrics that govern incentive compensation throughout the Company | ☒ | Meaningful performance objectives encourage executives to avoid sacrificing short-term performance for long-term performance and vice versa |
| ✓ | The existence of clawback policies | ☒ | Subjects executives to a requirement to surrender any undue incentive compensation that was paid on the basis of financial results that were required to be restated (other than as a result of a change in the applicable accounting rules or interpretations) |
| ✓ | The existence of anti-pledging & anti-hedging policies | ☒ | Ensures the alignment with shareholder interests generated by our executives’ equity holdings is not undermined by hedging or similar transactions |
| ✓ | The existence of robust share ownership guidelines | ☒ | Industry-leading guidelines provide a clear link between the economic interests of executives and shareholders over the long-term |
| ✓ | Use of an independent compensation consultant that performs no other services for the Company | ☒ | Helps ensure advice will not be influenced by conflicts of interest |
| ✓ | The strength of the compensation program in ensuring the retention of key executives over the medium term | ☒ | Retaining key executives is critical to ensure business continuity and the level of annual and long-term incentive compensation opportunities mitigate potential for flight risk |
| ✓ | The form and balance of equity-based incentives | ☒ | Balancing the equity program with RSUs and PSUs is critical to providing line of sight awards with stretch opportunities |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Committee’s current members are all independent, non-employee directors as of the date hereof. None of the current Committee members has served as an officer or employee of the Company.
Weatherford International plc — 2026 Shareholder Meetings 47
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