Seadrill Announces Approval of Restated Management Incentive Plan and New Incentive Awards
September 27 2023 - 10:19AM
Business Wire
The Board of Directors of Seadrill Limited ("Seadrill" or the
"Company") (NYSE & OSE: SDRL) has approved an amended and
restated management incentive plan (the "Restated Plan") under
which awards may be made to certain members of the Company's
management, and other leading employees, outside directors and
consultants of the Company. The Restated Plan is designed to align
the interests of eligible participants with those of the Company’s
shareholders. The Board of Directors of the Company adopted the
Restated Plan to effect changes to the management incentive plan
approved by the Board of Directors in August 2022 (the “Plan”) that
were intended in part to address feedback received from
shareholders of the Company. The Restated Plan will become
effective upon its approval by the Company’s shareholders at the
Company’s upcoming Annual General Meeting.
The Restated Plan provides that the Joint Nomination and
Remuneration Committee of the Board of Directors of the Company
(the “Committee”) may make various equity awards to participants,
including Time-vested Restricted Stock Units (“TRSUs”) and
Performance Restricted Stock Units (“PRSUs”). The Restated Plan is
limited to a total of 2,910,053 common shares, representing
approximately (1) 5.5% of the Company’s share capital at the time
of the Company’s emergence from Chapter 11 of the U.S. Bankruptcy
Code as provided for under the Company’s Plan of Reorganization and
(2) 3.6% of the Company’s share capital as of the date hereof (in
each case, on a fully diluted and fully distributed basis).
On September 25, 2023, the Committee made awards under the Plan
including (1) a total of 125,841 TRSUs for management and
employees, vesting ratably annually on each of the first and second
anniversaries of the grant date, subject to continued employment
through such date, and (2) a total of 293,629 PRSUs for management
and employees, to vest in a cliff at the end of a performance
period ending December 31, 2025, subject to continued employment
through such date and achieving certain performance objectives
linked to (a) the total shareholder return (TSR) on the Company’s
common shares as compared to (i) certain absolute TSR targets and
(ii) the TSR of a compensation peer group (60% weighting), and (b)
achievement of certain free cash flow metrics (40% weighting).
Vested TRSUs and PRSUs will be settled, at the discretion of the
Committee, in cash or, subject to effectiveness of the Restated
Plan, common shares of Seadrill.
Of the awards made by the Committee on September 25, 2023, the
primary insiders of the Company, Simon Johnson (President and Chief
Executive Officer), Grant Creed (EVP, Chief Financial Officer),
Leif Nelson (EVP, Chief Operations & Technology Officer),
Torsten Sauer-Petersen (EVP, Human Resources), Samir Ali (EVP,
Chief Commercial Officer) and Todd Strickler (SVP, General Counsel)
received a total of 125,841 TRSUs and a total of 293,629 PRSUs, as
further described in the attached forms.
This information is subject to disclosure requirements pursuant
to article 19 of the Regulation EU 596/2014 (the EU Market Abuse
Regulation) and section 5-12 of the Norwegian Securities Trading
Act.
About Seadrill Limited
Seadrill is a leading offshore drilling contractor utilizing
advanced technology to unlock oil and gas resources for clients
across harsh and benign locations around the globe. Seadrill's
high-quality, technologically-advanced fleet spans all asset
classes allowing its experienced crews to conduct operations across
geographies, from shallow to ultra-deepwater environments.
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version on businesswire.com: https://www.businesswire.com/news/home/20230927471878/en/
Lydia Brantley Mabry Director of Investor Relations T: +1 (832)
252-7064 E: lydia.mabry@seadrill.com
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