SEC Form DEF 14A filed by Seadrill Limited

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.   )

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Filed by a party other than the Registrant  ☐

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Dear Shareholders,

On behalf of the Board of Directors of Seadrill Limited, I invite you to attend the 2025 Annual General Meeting of Shareholders. The meeting will be held on May 14, 2025, at 10:00 a.m. (Bermuda time) at the Hamilton Princess Hotel & Beach Club, located at 76 Pitts Bay Road, Hamilton, PB HM 08, Bermuda. The meeting is an important opportunity to vote on key matters that will help shape Seadrill’s future.

This past year required a disciplined focus on streamlining our operations, optimizing our asset portfolio, and adapting to market conditions. I believe it was a successful year for Seadrill, marked by key actions taken to strengthen the company’s long-term resilience and competitiveness in the offshore drilling market. Some of these key actions and focus areas are outlined below.

In 2024, our strategic focus was on strengthening and simplifying the business. A companywide ‘Focus on the Drill Bit’ initiative supported these efforts by reinforcing safety, competitiveness, collaboration, and cost-consciousness at all levels of the organization. This integrated approach helped to align resources and drive sustainable performance, facilitating the return of capital to shareholders.

Throughout the year, we streamlined and upgraded our fleet by divesting non-core assets and integrating four high-specification drillships into the fleet. The sale of the West Prospero in December 2024 marked our exit from the benign jackup market, following the divestment of the Qatar jackup rigs earlier in the year. Total proceeds from asset divestitures were approximately $400 million during 2024. We also “reintegrated” four high-specification drillships we acquired from Aquadrill, eliminating costly management fees and exceeding stated annual synergy targets ahead of schedule. We believe that optimizing our fleet will be key to our ability to improve efficiency, reduce costs, and boost returns. Furthermore, by focusing our fleet and our capital on high-specification rigs, we are better positioned to secure long-term contracts at favorable dayrates.

After repurchasing $527 million of shares during 2024, we have reduced our issued share count by 22% since we began repurchasing our shares in September 2023. We ended the year with a robust balance sheet, including $505 million in cash and a net leverage ratio of 0.3x. Looking ahead, though we expect headwinds in the offshore drilling industry this year, we have positioned Seadrill to seize growth opportunities while maintaining flexibility to navigate near-term market turbulence. Our agility should enable us to adapt our cost base to safeguard profitability during challenging times.

We have a strong commitment to safety and efficiency. We believe that delivering safe, responsible, efficient drilling operations to our customers drives revenue efficiency. In 2024, we achieved a Technical Uptime of 97.13%, marking one of our top three performances in the past decade. This result reflects our continued emphasis on equipment reliability, with a particular focus on BOP and subsea equipment. Seadrill’s total recordable incident frequency was nearly 20% better than the International Association of Drilling Contractors (IADC) offshore average. We also continued emissions reporting to the Carbon Disclosure Project (CDP) and maintained a “B” score for 2024. All are solid achievements that reinforce Seadrill’s competitive advantage in the market.

We successfully recontracted the West Tellus and West Jupiter in Brazil, securing $1 billion of durable backlog at favorable dayrates, providing stability and visibility for future revenue streams. These contracts align with Seadrill’s strategy to cluster our rigs in the heart of the ultra-deepwater market to drive operating efficiencies and economies of scale.

In the second half of the year, Seadrill opened the West Minerva, a real-time operations center, which enables us to closely monitor and optimize drilling operations. The center, alongside our existing West Inspiration drilling simulator and training center, supports our efforts to leverage cutting-edge technology to enhance performance, reduce costs, and improve safety and efficiency.

We also celebrated a major milestone by drilling our 100th Managed Pressure Drilling (“MPD”) well, underscoring Seadrill’s industry leadership. This achievement strengthens our customers’ confidence in trusting us to provide advanced drilling techniques that deliver tangible results. In 2024, the latest specification MPD system was installed on the West Polaris in strategic partnership with Oil States. This system, combined with Oil States’ Integrated Riser Joint significantly reduces rig setup, teardown, and testing times compared to current legacy systems. With this technology on board, MPD is no longer reserved just for the highest complexity operations, and has driven strong interest from our clients for this safer, more efficient, and cost-saving technology.

Lastly, in 2024, we reduced our geographical footprint by relocating our corporate office from London, England to Houston, Texas. This move brings us strategically closer to key customers and suppliers, enhancing operational efficiency and strengthening relationships.

Seadrill’s commitment to executing a disciplined strategy has positioned us well to withstand market volatility. By optimizing our fleet, securing long-term contracts at favorable terms, divesting non-core assets and focusing on operational excellence and safety, we are creating a strong foundation for growth and resilience.

Your vote is important. We encourage you to review the enclosed proxy statement and vote promptly for the proposals included to ensure your shares are represented at the Annual General Meeting. We value and appreciate your continued investment in and support of Seadrill.

With best regards,

NOTICE IS HEREBY GIVEN that the 2025 Annual General Meeting of Shareholders (the “Meeting”) of Seadrill Limited (the “Company”) will be held on May 14, 2025 at 10:00 a.m., Bermuda time, at the Hamilton Princess Hotel & Beach Club, 76 Pitts Bay Road, Hamilton, PB HM 08, Bermuda for the following purposes, all of which are more completely set forth in the accompanying proxy statement:

The Board has fixed close of business, Eastern Time, on March 17, 2025 as the record date for the determination of the shareholders of record entitled to attend and vote at the Meeting or any adjournment or postponement thereof. Only those shareholders entered on the Register of Members of the Company as of the above record date shall be entitled to attend and vote at the Meeting in respect of the number of shares registered in their name at that time.

Your vote is very important. Even if you plan to attend the Meeting, please submit a proxy as soon as possible to ensure that your shares are voted at the Meeting in accordance with your instructions. Voting your shares will help to ensure that your interests are represented at the Meeting. Please review the accompanying proxy statement for more complete information regarding the Meeting and the full text of the resolutions to be proposed at the Meeting.

By Order of the Board of Directors,

 

James Gilbertson

Company Secretary

 

March 25, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on May 14, 2025. The notice and proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) are available without charge at www.proxyvote.com.

We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) on or about March 25, 2025. Shareholders who have requested a paper copy of the proxy statement and the 2024 Annual Report will receive those documents. The Notice of Internet Availability contains instructions on how to access the proxy materials, vote online and obtain a paper copy of the proxy materials.

This proxy statement is being furnished in connection with the solicitation by the Board of Directors (the “Board”) of Seadrill Limited (including its subsidiaries, collectively, “we,” “our,” “us,” “Seadrill,” or the “Company”) of proxies for use at the 2025 Annual General Meeting of Shareholders (the “Meeting”) or any adjournment or postponement of the Meeting. The Meeting is to be held at 10:00 a.m., Bermuda time, at the Hamilton Princess Hotel & Beach Club, 76 Pitts Bay Road, Hamilton, PB HM 08, Bermuda on May 14, 2025. At the Meeting, we will ask you to consider and vote on the proposals described in the accompanying Notice of 2025 Annual General Meeting of Shareholders (the “Notice of Meeting”). We are soliciting proxies from shareholders of record as of close of business, Eastern Time, on March 17, 2025.

Under Bermuda law, holders of a company’s common shares are referred to as “members” but for convenience they are referred to in this proxy statement as “shareholders.”

Seadrill is an exempted company limited by shares incorporated under the laws of Bermuda and in accordance with the Bermuda Companies Act 1981 (the “Bermuda Companies Act”). The Company is registered with the Bermuda Registrar of Companies under registration number 202100496. The Company’s common shares are listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “SDRL.”

The Company was incorporated on October 15, 2021 under the name Seadrill 2021 Limited and, on February 22, 2022, changed its name to Seadrill Limited and became the ultimate parent holding company of the Seadrill group of companies. The Company’s principal executive office is located at 11025 Equity Dr., Ste. 150, Houston, Texas 77041 United States of America, Telephone: +1 (713) 329-1150. The Company’s website address is www.seadrill.com.

We are a drilling contractor providing worldwide offshore drilling services to the oil and gas industry. Our primary business is the ownership and operation of drillships and semi-submersible rigs for operations in shallow to ultra-deepwater in both benign and harsh environments. We contract our drilling units to drill wells for our customers on a dayrate basis. Our customers include oil super-majors, state-owned national oil companies and independent oil and gas companies. In addition, we provide management services to certain affiliated entities.

As of December 31, 2024, we owned a total of 15 drilling units, of which 11 were operating (inclusive of one leased to the Sonadrill joint venture), one 6th generation drillship was undergoing contract preparations for a contract that commenced during February 2025 and three were cold stacked. The 11 operating units include 10 benign floaters (comprising seven 7th generation drillships, two 6th generation drillships and one benign environment semi-submersible) and one harsh environment unit (comprising of one jackup). In addition to our owned assets, as of December 31, 2024, we managed two drilling units owned by Sonangol.

We are recognized for providing high quality operations, in some of the most challenging sectors of offshore drilling, and have worldwide operations based on where activities are conducted in the global oil and gas industry. As of December 31, 2024, we employed approximately 3,300 employees across the globe.

During the fiscal year ended December 31, 2024, the Company determined that it no longer qualified as a foreign private issuer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, effective January 1, 2025, the Company was considered a U.S. domestic issuer under the rules of the U.S. Securities and Exchange Commission (“SEC”) and NYSE listing standards. However, the Company remains a foreign company incorporated in Bermuda under the Bermuda Companies Act and is therefore required to comply with applicable Bermuda law, with its memorandum of association and bye-laws governed by such law.

All non-residents of Bermuda travelling into Bermuda must complete a Bermuda Arrival Card. Bermuda Arrival Cards can be completed online before your scheduled departure to Bermuda (www.bermudaarrivalcard.com). There is no approval process or fee, and once the required fields have been completed, the form is available as a downloadable link or by email. Hard copy ‘Pink Forms’ will be available on arrival in Bermuda for non-resident travelers who have not completed the online Bermuda Arrival Card. As travel restrictions may change between the date of this proxy statement and your date of travel, please consult the Government of Bermuda website for any changes to travel restrictions: www.gov.bm/coronavirus-travellers-visitors.

Shareholders of Record: If you are a shareholder of record as of close of business, Eastern Time, on March 17, 2025 (the “Record Date”) and plan to attend the Meeting, please bring the Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to the Meeting as your proof of ownership of Seadrill shares.

Beneficial Owners: If you are a beneficial owner and plan to attend the Meeting, you will need to bring evidence of your ownership of Seadrill shares as of the Record Date in the form of a recently dated letter from your broker, bank or other nominee and a photo ID as proof of your identity. If you wish to vote at the Meeting, you must also bring a legal proxy as described in the answer to Question 17.

Please note that no cameras, recording equipment, laptops, tablets, cellular telephones, smartphones or other similar equipment, electronic devices, large bags, briefcases or packages will be permitted in the Meeting, and security measures will be in effect to ensure the safety of attendees. In all cases, you will need a photo ID to gain admission.

A proxy statement is a document that the SEC regulations require us to give you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote the shares you own. The person designated is called a proxy or proxy holder. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. Shareholders are asked to appoint the following persons as proxy holders for the Meeting: Ms. Julie J. Robertson (Chairman of the Board), Mr. Simon Johnson (Seadrill Chief Executive Officer), Mr. Martyn Svensen (Seadrill Vice President of Insurance) and Ms. Jennifer Panchaud (Attorney at Conyers Dill & Pearman Limited, Seadrill’s Bermuda Counsel).

If appointed by you, the proxy holders will vote your shares as you direct on the matters described in this proxy statement, and in the absence of your direction, they will vote your shares as recommended by the Board.

Unless you otherwise indicate on the proxy card, you also authorize your proxy holders to vote your shares on any matters not known by the Board at the time this proxy statement was printed and that, under the Bye-laws of the Company (the “Bye-laws”), may be properly presented for action at the Meeting.

We are providing the Notice of Meeting, proxy statement, proxy card and Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report” and, collectively, the “proxy materials”) in connection with the solicitation by the Board of proxies to be voted at the Meeting. The proxies also may be voted at any adjournments or postponements of the Meeting. This proxy statement contains information you may use when deciding how to vote in connection with the Meeting. All shareholders on the Record Date are entitled to receive notice of, attend and vote at the Meeting or, subject to the Bye-laws, any adjournment or postponement of the Meeting.

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending the Notice of Internet Availability by mail to our shareholders. All shareholders solicited by this proxy statement will have the ability to access the proxy materials on the website referred to

in the Notice of Internet Availability or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed set of the proxy materials may be found in the Notice of Internet Availability. We encourage you to take advantage of the availability of the proxy materials on the Internet in order to help reduce the costs and environmental impact of the Meeting.

If you elected to receive proxy materials by mail or e-mail for any of your holdings in the past, you were automatically enrolled using the same process for all your holdings this year. If you would like to change the method of delivery, please follow the instructions set forth in the answer to Question 8.

Pursuant to rules adopted by the SEC, we provide shareholders access to our proxy materials for the Meeting over the Internet. The proxy materials for the Meeting are available at www.proxyvote.com. To access these materials and to vote, follow the instructions shown on the proxy card, the voting instruction card from your broker or the Notice of Internet Availability.

Yes, you may request paper copies of the proxy materials, including the 2024 Annual Report, by calling 1-800-579-1639 or e-mailing [email protected]. You also may request paper copies when prompted at www.proxyvote.com.

Yes, there are three methods in which shareholders of record and beneficial owners may receive future proxy materials or notice thereof:

If you are a beneficial owner, you should consult the directions provided by your broker, bank, trust or other nominee with respect to how you receive your proxy materials and how to vote your shares.

If there are multiple shareholders residing at the same address, we will send one set of proxy materials per household. However, you may inform us as to whether you wish to receive one set of proxy materials per household or one set of proxy materials per person in the future by calling or emailing as set forth above.

No, the Notice of Internet Availability simply instructs you on how to vote. To vote your shares, see instructions set forth in Question 17 below.

The Meeting will be held on May 14, 2025 at 10:00 a.m., Bermuda time, at the Hamilton Princess Hotel & Beach Club, 76 Pitts Bay Road, Hamilton, PB HM 08, Bermuda. Directions to such location can be obtained from https://www.thehamiltonprincess.com/contact/directions/.

Many of our shareholders hold their shares as “beneficial owners” through a broker, bank or other nominee rather than directly in their own name as “shareholders of record.” As summarized below, there are some differences between shares held of record and those owned beneficially.

If your shares are registered in your name on the books and records of Computershare Inc., our transfer agent, you are a “shareholder of record.” Accordingly, we sent the Notice of Internet Availability directly to you. If you are a shareholder of record, you may vote your shares in person at the Meeting.

If your shares are held for you in the name of your broker, bank or other nominee, your shares are held in “street name,” and you are considered the “beneficial owner.” Either the Notice of Internet Availability or the proxy materials have been, or will be, forwarded to you by your broker, bank or other nominee, who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by using the voting instruction card included in the mailing from your broker, bank or other nominee. As a beneficial owner is not the shareholder of record, you may not vote your shares at the Meeting unless you obtain a legal proxy from the broker, bank or other nominee that is the shareholder of record of your shares giving you the right to vote the shares at the Meeting.

You may vote “for” or “against” or you may elect to “abstain” with respect to Proposals 1, 2, 3, 4 and 5, and you may vote for every “one year”, “two years” or “three years” or you may elect to “abstain” with respect to Proposal 6.

Each of Proposals 1 through 6 requires the affirmative vote of a majority of the votes cast in person or by proxy at the Meeting. If you abstain from voting in respect of a proposal, your vote will not be considered as a vote cast and will have no effect for such proposal. Under the Bye-laws, when a quorum is present, a nominee seeking election to a directorship shall be elected if a majority of the votes cast are cast in favor of the proposal to elect or re-elect the Director.

Assuming a quorum is present, each of Proposals 1, 2, 3, 4 and 5 will be considered approved if a majority of the votes cast are cast in favor thereof, and, for Proposal 6, the option that receives the affirmative vote of a majority of the votes cast will be considered approved. Because Proposal 6 has three possible substantive options (every one year, two years or three years), if no option receives the affirmative vote of a majority of the votes cast, we will consider shareholders to have “approved” the option receiving the highest number of votes cast.

With respect to the advisory votes on Proposals 5 and 6, the results of the votes will not require the Board or any committee thereof to take any action. However, the Board values the opinions of our shareholders and will carefully consider the outcome of the advisory votes on Proposals 5 and 6.

The Board recommends that you vote your shares as follows:

All of the nominees named in Proposals 2(a)-(i) have indicated that they will be willing and able to serve as Directors. If any nominee becomes unwilling or unable to serve as a Director, the individuals designated as your proxy holders will vote to authorize the Board to fill the resulting vacancy in place of such nominee.

We do not know of any other matters to be presented or acted upon at the Meeting. If any matters not set forth in the Notice of Internet Availability included in the proxy materials are properly brought before the Meeting, unless you otherwise indicate on your proxy card, the persons named as your proxy will have discretionary authority to vote on them in accordance with their best judgment.

You are entitled to vote if you owned shares as a shareholder of record as of close of business, Eastern Time, on the Record Date, March 17, 2025. If you are a beneficial owner of Company shares and want to vote those shares, you must have a legal proxy from the shareholder of record to vote your shares at the Meeting. Each share is entitled to one vote, and there is no cumulative voting.

As of the Record Date, we had 62,163,028 shares issued and outstanding. Governing laws as well as our governance documents require the Board to establish a record date in order to determine who is entitled to receive notice of, attend and vote at the Meeting and any adjournments or postponements thereof. In accordance with the Bye-laws, voting on all proposals will be conducted by a show of hands or a poll.

The presence of two or more persons throughout the Meeting representing, in person or by proxy, any issued and outstanding voting shares of the Company will constitute a quorum for the transaction of business. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present, but they are not considered as votes cast and will not be counted in determining the outcome of the vote on the election of Directors or on any of the other proposals.

Brokers holding shares must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions from the beneficial owner, NYSE rules govern whether or not the broker is permitted to vote on the beneficial owner’s behalf. The NYSE has designated certain categories of proposals as “routine,” and, in the absence of specific instructions from the beneficial owner, brokers are permitted to vote on routine matters at their discretion. However, in the absence of specific instructions from the beneficial owner, brokers are prohibited from voting on any matter deemed non-routine, which results in a “broker non-vote” for such proposal.

The approval of the appointment of PwC US to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and until the close of the Company’s next annual general meeting of shareholders thereafter and the authorization of the Board (acting through the Audit and Risk Committee of the Board) to determine the remuneration of PwC US (Proposal 3) is considered routine under applicable NYSE rules. Proposals 1 (determination of the number of Directors comprising the Board), 2 (re-election of Directors), 4 (approval of the remuneration of Directors), 5 (advisory vote to approve the compensation of our named executive officers for 2024) and 6 (advisory vote to approve the frequency of future advisory votes to approve executive compensation) are considered non-routine under applicable NYSE rules.

Abstentions occur when you elect to abstain from voting, or you provide voting instructions but instruct the broker to abstain from voting, on a particular matter instead of voting for or against the matter. Abstentions in respect of a proposal will not be considered as a vote cast and will have no effect on such proposal.

We urge you to promptly provide voting instructions to your broker to ensure that your shares are voted on all of the proposals, even if you plan to attend the Meeting.

Shareholders of Record: You are asked to appoint the following persons as proxy holders for the Meeting: Ms. Julie J. Robertson (Chairman of the Board), Mr. Simon Johnson (Seadrill Chief Executive Officer), Mr. Martyn Svensen (Seadrill Vice President of Insurance) and Ms. Jennifer Panchaud (Attorney at Conyers Dill & Pearman Limited, Seadrill’s Bermuda Counsel).

To be valid, any proxy card or other instrument appointing a proxy must be received (completed, dated and signed) as follows:

Please sign the proxy card exactly as your name appears on the card. If shares are owned jointly, each joint owner should sign the proxy card. If a shareholder is a corporation, limited liability company or partnership, the proxy card should be signed in the full corporate, limited liability company or partnership name by a duly authorized person. If the proxy card is signed pursuant to a power of attorney or by an executor, administrator, trustee or guardian, please state the signatory’s full title and provide a certificate or other proof of appointment.

Beneficial Owners: If you are a beneficial owner, your broker, bank or other nominee will arrange to provide materials and instructions for voting your shares. Please note that you may not vote shares held in street name by returning a proxy card or voting instruction card directly to the Company unless you provide a legal proxy executed by the shareholder of record and enabling you to vote the shares.

Shareholders of Record: If you are a shareholder of record, you may revoke your proxy or otherwise change your vote before it is exercised by doing one of the following:

Beneficial Owners: If you are a beneficial owner, you can revoke your voting instructions or otherwise change your vote by following the instructions provided by your broker, bank or other nominee before the applicable deadline.

If you sign and return your proxy card appointing the persons designated by the Board as your proxies without indicating how you want your shares to be voted, your shares will be voted FOR Proposals 1, 3, 4 and 5, FOR each nominee in Proposal 2 and for every “ONE YEAR” for Proposal 6, and otherwise in accordance with the Board’s recommendations by the persons designated as your proxies in Question 2.

If you are a shareholder of record and do not provide a proxy, you must attend the Meeting in order to vote. If you are a beneficial owner and hold shares through an account with a bank, broker or other nominee, your shares will not be voted on any proposal on which the bank, broker or other nominee does not have discretionary authority to vote. Therefore, unless you provide specific voting instructions, your shares may not be represented or voted at the Meeting.

If you received more than one Notice of Internet Availability, it means that you hold your shares in different ways (e.g., trust, custodial accounts, joint tenancy) or in multiple accounts. Shares related to each Notice of Internet Availability you receive should be voted.

We will bear the cost of this proxy solicitation. In addition to solicitation by mail, some of our Directors, officers and employees may solicit proxies in person or by telephone for no additional compensation. We will also ask shareholders of record who are brokerage firms, banks, custodians, fiduciaries and other nominees to forward proxy materials to the beneficial owners of such shares and upon request we will reimburse such shareholders of record for the customary costs of forwarding the proxy materials. We have retained Sodali & Co LLC to assist in the solicitation of proxies and anticipate that this will cost us approximately $25,000 plus certain out-of-pocket expenses.

Broadridge will count the votes submitted by proxy and provide such report to the Company.

We will report the final results on our website (www.seadrill.com) and in a Current Report on Form 8-K filed with the SEC within four business days after the date of the Meeting.

If you have any further questions about voting or attending the Meeting, please contact our proxy solicitor, Sodali & Co LLC, at (800) 662-5200 (toll-free in North America) or +1 (203) 658-9400 (outside of North America) or by email at [email protected].

Shareholders who have general queries about the Meeting also can email Seadrill Investor Relations at [email protected]. No other methods of communication will be accepted. You may not use any electronic address provided either in this proxy statement or any related documents (including the proxy materials) to communicate with the Company for any purposes other than those expressly stated.

This proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements other than statements of historical facts included in this proxy statement are forward-looking statements. These forward-looking statements can often, but not necessarily, be identified by the use of forward-looking terminology, including the terms “assumes,” “projects,” “forecasts,” “estimates,” “expects,” “anticipates,” “believes,” “plans,” “intends,” “may,” “might,” “will,” “would,” “can,” “could,” “should” or, in each case, their negative, or other variations or comparable terminology. These statements are based upon management’s current plans, expectations, assumptions and beliefs concerning future events impacting the Company and therefore involve a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, which speak only as of the date they are made. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, factors described from time to time in the reports filed or furnished by us with the SEC, including the 2024 Annual Report, filed with the SEC on February 27, 2025, which is available on the SEC’s website at www.sec.gov or under “Investors—SEC Filings” on our website at www.seadrill.com. Such risks and uncertainties are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond our control. In many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. Should one or more of such risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to us or to any person(s) acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. We expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations or beliefs with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based, except as required by law. The information contained on or linked to or from our website is not part of, and is not incorporated into, this proxy statement.

In accordance with the Bermuda Companies Act, the audited consolidated financial statements of the Company for the year ended December 31, 2024 will be made available at the Meeting. The Board has approved these financial statements before the Meeting; however, there is no requirement under Bermuda law that these financial statements be approved by shareholders, and no such approval will be sought at the Meeting.

The Company’s audited consolidated financial statements for the year ended December 31, 2024 are contained in the 2024 Annual Report, filed with the SEC on February 27, 2025, which is available on the SEC’s website at www.sec.gov. Upon request in writing, we will provide each person solicited by this proxy statement, without charge, a copy of the 2024 Annual Report, including the financial statements. Such persons can obtain a hard copy free of charge upon request by calling 1-800-579-1639 or e-mailing [email protected] or when prompted at www.proxyvote.com.

Proposal 1: To determine that the number of Directors comprising the Board be set at up to nine (9) Directors until the Company’s next annual general meeting of shareholders, or until such number is changed in accordance with the Bye-laws.

The Company currently has nine (9) serving Directors. At the Meeting, the Board will ask the shareholders to determine that the number of Directors comprising the Board be set at up to nine (9) Directors until the Company’s next annual general meeting of shareholders, or until such number is changed in accordance with the Bye-laws. The Board has nominated, in accordance with Proposal 2, for re-election to the Board those nine (9) persons currently serving as Directors of the Company. See “Proposal 2: Re-Election of Directors” for more information.

The Board recommends that the shareholders vote FOR the determination that the number of Directors comprising the Board be set at up to nine (9) Directors until the Company’s next annual general meeting of

shareholders, or until such number is changed in accordance with the Bye-laws.

As a shareholder of record, if no indication is given as to how you want your shares to be voted, but your proxy is executed, the persons designated as proxies will vote the proxies received FOR Proposal 1.

Proposal 2: To re-elect, by way of separate resolutions, each of Julie J. Robertson, Jean Cahuzac, Jan Kjærvik, Mark McCollum, Harry Quarls, Andrew Schultz, Paul Smith, Jonathan Swinney and Ana Zambelli as Directors of the Company to serve until the Company’s next annual general meeting of shareholders or until their respective offices are otherwise vacated in accordance with the Bye-laws.

At the Meeting, the Board will ask the shareholders to re-elect, by way of separate resolutions, each of the persons listed below as Directors of the Company to serve until the Company’s next annual general meeting of shareholders or until their respective offices are otherwise vacated in accordance with the Bye-laws.

Each of the nominees is currently a Director of the Company and was elected at the 2024 Annual General Meeting of Shareholders (the “2024 Annual General Meeting”) to hold office until the Meeting, or until his or her office is otherwise vacated in accordance with the Bye-laws.

If elected, each nominee will serve until the Company’s next annual general meeting of shareholders, which is expected to be held in 2026, or when their respective offices are otherwise vacated in accordance with the Bye-laws.

The Joint Nomination and Remuneration Committee of the Board (the “Joint Nomination and Remuneration Committee”) and the Board have determined that these nominees possess the appropriate mix of skills and characteristics required of Directors. The Board regularly evaluates the composition of the Board in the context of the perceived needs of the Board at a given point in time. In evaluating potential Director nominees, the Board evaluates their qualifications as set forth in our Corporate Governance Guidelines, which is further described in this proxy statement.

The Board recommends that the shareholders vote FOR the re-election of each of the nominees as Directors of the Company to serve until the Company’s next annual general meeting of shareholders or until their

respective offices are otherwise vacated in accordance with the Bye-laws.

Each of the Board nominees has been nominated by the Board for election at the Meeting. The Bye-laws require majority voting for the election of Directors. A nominee seeking election will be elected if a simple majority of the votes cast are cast in favor of the proposal to elect the Director nominee. In determining the number of votes cast, shares that abstain from voting or are not voted will not be treated as votes cast. Each Director nominee will be considered separately. You may cast your vote for or against each nominee or abstain from voting your shares in connection with one or more of the nominees.

As a shareholder of record, if no indication is given as to how you want your shares to be voted, but your proxy is executed, the persons designated as proxies will vote the proxies received FOR each nominee in Proposal 2.

Information concerning the nominees for Directors of the Company is set forth below:

 

 

 

 

As described under “—Director Nominations,” the Joint Nomination and Remuneration Committee is responsible for reviewing with the Board, and has evaluated, the Board’s composition and current mix of skills and characteristics to determine whether they are appropriate to support oversight of the Company’s strategy and Board responsibilities. The Board currently believes its size and composition, including its mix of experiences, skills, qualifications and tenure, provides a highly effective and well-functioning Board.

The Bye-laws state that all members of the Board shall be independent, as the term is defined by SEC rules and NYSE Corporate Governance Standards. Except with respect to their directorships, we do not have any business or other relationships with our independent Directors. In this regard, the Board has determined that all Director nominees and Directors who served on the Board during 2024 are independent and have no material relationship with us. Accordingly, 100% of our current Board is independent.

Our Corporate Governance Guidelines provide that any Director who either has a significant change in business affiliation or position of principal employment or experiences a disabling health condition that adversely affects his or her ability to perform the essential function and responsibilities of a Director are expected to tender his or her resignation promptly to the Board. The Joint Nomination and Remuneration Committee will make a recommendation to the Board on whether to accept or reject such resignation, taking into consideration the impact of such change on such Director’s qualification as an independent Director and on the interests of the Company.

The Joint Nomination and Remuneration Committee is primarily responsible for identifying, screening and reviewing candidates for nomination as Directors. Additionally, the Joint Nomination and Remuneration Committee may retain

the services of a third party to identify, evaluate or assist the Joint Nomination and Remuneration Committee and the Board in evaluating potential Director nominees. The Joint Nomination and Remuneration Committee and the Board are responsible for nominating individuals to serve on the Board.

The Joint Nomination and Remuneration Committee will evaluate the qualifications of each Director candidate, including any nominees recommended or proposed by shareholders, against the criteria set forth in our Corporate Governance Guidelines in making recommendations to the Board concerning Director nominations. Pursuant to our Corporate Governance Guidelines, the Joint Nomination and Remuneration Committee will consider Director candidates who have the following qualifications: a high level of personal and professional integrity; strong ethics and values; and the ability to make mature business judgments. In addition, the Joint Nomination and Remuneration Committee will consider, among other things, the individual’s experience in corporate management, such as serving as an officer or former officer of a publicly held company or a large private company; the individual’s experience as a board member of another publicly held company or a large private company; the individual’s professional and academic experience relevant to the Company’s industry; the strength of the individual’s leadership skills; whether the individual has the time required for preparation, participation and attendance at meetings of the Board and committees of the Board, if applicable; and whether there are potential conflicts of interest with the individual’s other personal and professional pursuits. Our Corporate Governance Guidelines also provide that the Board is committed to a policy of inclusiveness and diversity of skills, expertise, backgrounds and experiences. The Joint Nomination and Remuneration Committee is responsible for assessing the appropriate mix of skills and characteristics required of Directors in the context of the perceived needs of the Board at a given point in time and periodically reviews and updates the criteria listed above as deemed necessary.

The Board consists of nine members. The Joint Nomination and Remuneration Committee may identify potential Director candidates from a number of sources, including recommendations or proposals from Directors, management, shareholders and executive recruiting firms retained for such purpose. The Joint Nomination and Remuneration Committee uses the same criteria for evaluating candidates regardless of the source of referral.

The Joint Nomination and Remuneration Committee will consider Director candidates recommended or proposed by shareholders. Shareholders wishing to propose a candidate for consideration by the Joint Nomination and Remuneration Committee may do so by writing our Company Secretary at our principal executive offices and following the requirements of the Bye-laws for Director nominations referred to in the “Other Matters—Information for Shareholder Proposals at the 2026 Annual General Meeting of Shareholders” section of this proxy statement.

The extent to which the Joint Nomination and Remuneration Committee dedicates time and resources to the consideration and evaluation of any potential nominee brought to its attention depends on the information available to the committee about the qualifications and suitability of the individual, viewed in light of the needs of the Board, and is at the committee’s discretion.

The Board has adopted Corporate Governance Guidelines, which set forth governance guidelines that assist the Board and its committees in the exercise of their responsibilities under applicable law and the listing standards of the NYSE.

Our Corporate Governance Guidelines provide a framework for the corporate governance of the Company, covering such matters as Board composition and Director qualifications (including Director independence), Board meetings, Board structure, Board access to management and independent advisors, limitations on outside directorships and leadership roles on other boards of directors, conflicts of interest, Director compensation, shareholder communications to the Board, Director attendance at shareholder meetings, evaluation of Board and executive officer performance, management succession planning and other corporate governance practices and principles.

Our Corporate Governance Guidelines are available under “About Us—Corporate governance” on our website (www.seadrill.com).

The Board believes separation of the Chairman of the Board and the Chief Executive Officer of the Company (the “Chief Executive Officer”) currently best serves the objectives of the Board’s oversight of management, the Board’s ability to carry out its roles and responsibilities on behalf of its shareholders and the Company’s overall corporate governance.

The Board believes the separation of the Chairman of the Board and the Chief Executive Officer roles also allows the Chief Executive Officer to focus on managing the Company, its operations and strategic direction, allowing him to leverage the Chairman of the Board’s experience and perspectives. In addition, the Board believes that this leadership structure provides an effective framework for addressing the risks facing the Company, as discussed in greater detail under “—Risk Oversight by the Board.” The Board has authority to modify this structure to best address the Company’s circumstances and advance the best interests of shareholders as and when appropriate.

Because every Director is required to be independent pursuant to the Bye-laws, we do not have a separate lead independent director, and the Chairman of the Board presides over executive sessions of the Board.

Our governance practices provide for strong independent leadership, independent discussion among Directors, independent evaluation of, and communication with, members of management and independent oversight of the Company’s operational, fiscal and risk mitigation activities. These governance practices are reflected in our Corporate Governance Guidelines and the committee charters for the Audit and Risk Committee, the Joint Nomination and Remuneration Committee and the Operational Excellence & Sustainability Committee, all of which are available under “About Us—Corporate governance” on our website (www.seadrill.com).

Number of meetings in 2024: 9

The responsibilities of the Audit and Risk Committee include the following:

Number of meetings in 2024: 5

The responsibilities of the Joint Nomination and Remuneration Committee include the following:

Number of meetings in 2024: 4

The responsibilities of the Operational Excellence & Sustainability Committee include the following:

The Board met 21 times during the year ended December 31, 2024. The Board has three committees: the Audit and Risk Committee, the Joint Nomination and Remuneration Committee and the Operational Excellence & Sustainability Committee. During 2024, each incumbent Director attended at least 80% of the meetings held by the Board and the committees of which he or she was a member.

The Directors conducted executive sessions without management during each of the four regular quarterly meetings of the Board and during other meetings held throughout the year.

Our Corporate Governance Guidelines provide that all Directors are invited to attend our annual general meetings of shareholders. All nine incumbent Directors serving on the Board attended the 2024 Annual General Meeting.

The Company provides an orientation process for new Directors and continuing education for all Directors with regard to the Company’s operations and financial status and important aspects of and changes to the Company’s industry and business to enable them to stay current on developments related to their Board and committee service.

Following the Company’s transition to a U.S. domestic issuer under the SEC rules and NYSE listing standards, Board and committee evaluations will play a critical role in ensuring the effective functioning of the Board. Each year, the Board will conduct a performance evaluation to assess whether the Board and its committees are functioning effectively. As provided in their respective charters, each of the Board’s standing committees will also conduct an evaluation process annually.

The results of the evaluation process will provide valuable insight regarding areas of effectiveness and opportunities for improvement. The Board and each committee will discuss the findings and make changes as deemed necessary to improve Director communications and the overall effectiveness of Board and committee meetings.

In addition, each year, the Board will evaluate the performance of the Company’s executive officers, including the Chief Executive Officer based on objective criteria, and will solicit the views of the Directors regarding the performance of the Chief Executive Officer.

While management is responsible for the day-to-day management of our risks and the implementation of risk management strategies, the Board and its committees are actively involved in the oversight of risks that could impact the Company. The Board oversees the management of enterprise-wide risks, such as those related to macroeconomic

and market conditions, commodity prices, strategic decisions, significant operating risks and disruptions, and the Audit and Risk Committee reviews and approves management’s policies with respect to enterprise risk management assessment and risk management and discusses with management the Company’s major risk exposures and steps taken to monitor and control such exposure. The Audit and Risk Committee also reviews the Company’s cybersecurity risk exposures periodically with management, along with the steps taken by management to monitor or mitigate such exposures. The Joint Nomination and Remuneration Committee reviews the Company’s incentive compensation arrangements to assess whether they encourage excessive risk-taking, reviews and discusses the relationship between risk management policies and practices and compensation and evaluates compensation policies and practices that could mitigate such risk.

The Company has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of the Company’s securities by our Directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and any NYSE listing standards applicable to us. Our Insider Trading Policy, among other things, prohibits our Directors, officers, employees and their respective immediate family members and controlled entities who are aware of material non-public information from engaging in transactions in the Company’s securities or disclosing such information to others who might use such information for trading or who might pass such information along to others to trade. Additionally, our Insider Trading Policy prohibits our Directors, executive officers, certain other designated employees and their respective immediate family members and controlled entities from hedging their ownership of the Company’s securities and prohibits our Directors, executive officers and their respective immediate family members and controlled entities from holding the Company’s securities in a margin account or pledging the Company’s securities as collateral for any loan or other obligation. Our Insider Trading Policy also provides that the Company will not engage in transactions in the Company’s securities in violation of insider trading laws. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to the 2024 Annual Report.

The Board is responsible for overseeing succession plans for the Chief Executive Officer and is responsible for planning, in collaboration with the Chief Executive Officer, succession plans for certain other executive officer positions. The Chief Executive Officer prepares and distributes to the Board any materials, including recommendations and evaluations of potential successors, that the Chief Executive Officer deems necessary or that the Board requests from time to time.

Executive officers engage with Seadrill shareholders and other potential investors through industry conferences, earnings conference calls, non-deal road shows, meetings and phone calls, and following the publication of our proxy statement and prior to the annual general meeting, we regularly engage directly with shareholders to discuss our compensation methodology and other subjects.

Shareholders and other interested parties may communicate with the Board, any committee thereof, the Chairman of the Board or any other Director in particular by writing to them at the attention of the Company Secretary at: Seadrill Limited, 11025 Equity Drive, Suite 150, Houston, Texas 77041, marked as “Shareholder Communication with Directors” and clearly identifying the intended recipient of such communication. The Company Secretary will review each communication received from shareholders and other interested parties and will forward the communication as expeditiously as reasonably practicable, to the applicable addressees if (1) the communication complies with the requirements of any applicable policy adopted by the Board relating to the subject matter of the communication and (2) the communication falls within the scope of matters generally considered by the Board.

The Board, its committees and management are committed to pursuing best practices of corporate governance, accountability and transparency. Our committee charters and Corporate Governance Guidelines are available under “About Us—Corporate governance” on our website (www.seadrill.com), and our Code of Conduct is available under

“About Us—Code of conduct” on our website (www.seadrill.com). Additional data available under “About Us” on our website also includes information on our Directors. Additionally, “Investors—SEC Filings” on our website has links to our public filings with the SEC, including equity ownership reports by our Directors and executive officers required under Section 16 of the Exchange Act.

Our Code of Conduct applies to all of our officers, Directors, employees and workers and third-party contractors, including our principal executive officer, principal financial officer, principal accounting officer and controller. We also seek to ensure that our business partners who represent the Company, including vendors, agents, consultants and other individuals or companies that provide services on behalf of the Company adhere to our Code of Conduct. Our Code of Conduct and the policies and directives included therein address all NYSE content requirements and include provisions addressing conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of our assets and compliance with our policies and with laws, rules and regulations, including laws addressing insider trading, anti-competitive conduct and anti-bribery, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010. No waivers of the provisions of our Code of Conduct have been requested or granted under our Code of Conduct. Any amendments to, or waivers of, the provisions of our Code of Conduct that are required to be disclosed by the rules of the SEC or the NYSE will be posted on our website (www.seadrill.com).

Our Code of Conduct provides for confidential and anonymous submission of reports of non-compliance with our Code of Conduct, including reports of accounting, auditing or other business irregularities, by any employee or other person to the Company or directly to the Board or relevant Board committee. Our Code of Conduct is available under “About Us—Code of conduct” on our website (www.seadrill.com).

We have a telephonic and web-based Seadrill Integrity Reporting Channel to encourage reporting of possible wrongdoing, violations of our Code of Conduct or other issues that threaten our reputation (the “Hotline”). The Hotline is managed by an independent third party to protect employee privacy and includes the ability to report concerns anonymously, where permitted by law. All allegations are investigated and addressed under the direction of the Chief Compliance Officer, who reports regularly to Seadrill management and the Audit and Risk Committee.

Our Code of Conduct provides that political contributions or support of any kind to political candidates, political parties and political party officials on behalf of Seadrill are prohibited.

The Board has adopted a written Related Party Transactions Policy that sets out the procedures for the review and approval or ratification, where pre-approval is not possible, of interested transactions with a related person in which (1) the Company or any of its subsidiaries is a participant and (2) any “related person” (executive officer, Director or nominee for election as a Director, security holder who is known to the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities, any immediate family member of any of the foregoing or any firm, corporation or other entity in which any of the foregoing is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest) has or will have a direct or indirect interest, subject to certain exclusions. The Audit and Risk Committee is responsible for reviewing and approving the terms and conditions of all proposed interested transactions. In determining whether to approve or ratify an interested transaction, the Audit and Risk Committee will take into account all factors that a relevant to such transaction, including the size of the transaction and the amount payable to the related person, the nature of the interest of the related person in the transaction, whether the transaction may involve a conflict of interest and whether the transaction involves the purchase and sale of assets by the Company or the provision of goods or services to the Company and, if so, whether the transaction is on terms and made under circumstances that are at least as favorable to the Company as would be available in comparable transactions with or involving unaffiliated third parties.

There were no related party transactions since January 1, 2024 that were required to be reported pursuant to the applicable disclosure rules of the SEC, except as described herein.

The following table contains information with respect to the compensation awarded to or earned by our non-employee Directors in 2024.

Each of our non-employee Directors is party to a services agreement with the Company that provides for the payment of an annual cash fee. As approved by our shareholders, the annual cash fees for our non-employee Directors through our 2024 Annual General Meeting were as follows: non-Executive Chairman, $280,000; other Directors, $200,000; and committee chairs, $40,000.

In early 2024, the Joint Nomination and Remuneration Committee, working with Lyons, Benenson & Company Inc. (“LB&Co.”), undertook a review of Board compensation, which resulted in the Joint Nomination and Remuneration Committee’s proposal to, and subsequent approval by shareholders to, restructure the non-employee Directors’ compensation with effect from the 2024 Annual General Meeting. Following the 2024 Annual General Meeting, our non-Executive Chairman receives an annual cash retainer of $180,000, payable quarterly, and an annual equity award with a grant date value equal to approximately $150,000, and each of our other Directors receive an annual cash retainer of $140,000, payable quarterly, and an annual equity award with a grant date value equal to approximately $120,000. Each committee chair (other than the non-Executive Chairman who, until March 2025, served as a committee chair) also receives a cash retainer of $25,000, and any non-employee Director who serves on multiple committees but does not chair any committee receives an additional $10,000 per year. Our non-employee Directors are also entitled to receive $1,500 per meeting to the extent more than ten meetings are required in a year. The change in compensation structure, including the grant of an annual equity award, is intended to better align the interests of our non-employee Directors with our shareholders.

The 2024 annual equity award was granted to our Directors on April 17, 2024 in the form of TRSUs. The TRSUs vest upon the earlier of (i) the one-year anniversary of the date of grant and (ii) the next annual general meeting of shareholders (so long as such meeting does not occur less than 50 weeks from the date of grant).

The services agreements entered into with Ms. Robertson and Messers. McCollum, Cahuzac, Schultz, Smith and Kjærvik (the “Initial Directors”), each of whom were appointed to the Board effective upon the Company’s emergence from Chapter 11 on February 22, 2022, provided for an incentive fee payable upon the earlier to occur

of (i) the two-year anniversary of the Company’s emergence from the Chapter 11 process and (ii) certain transformational corporate events (the “Incentive Fee”). In connection with the Chapter 11 process, certain significant creditors of the Company (who became shareholders of the Company upon the Company’s emergence from Chapter 11) approved the remuneration scheme set forth in such services agreements.

The Incentive Fee became due and payable to these Directors on February 22, 2024 (the second anniversary of the Company’s emergence from Chapter 11). The Incentive Fee, equal to $448,895 per Initial Director, was calculated and paid to the Initial Directors in accordance with the terms of the Initial Directors’ services agreements.

Proposal 3: To approve the appointment of PwC US to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and until the close of the Company’s next annual general meeting of shareholders thereafter and the authorization of the Board (acting through the Audit and Risk Committee of the Board) to determine the remuneration of PwC US.

For the fiscal year ended December 31, 2024, PricewaterhouseCoopers LLP, Watford, United Kingdom (“PwC UK”), served as the Company’s independent registered public accounting firm. On March 4, 2025, the Audit and Risk Committee approved the dismissal of PwC UK as the Company’s independent registered public accounting firm, following the completion of the audit for the fiscal year ended December 31, 2024. On March 4, 2025, the Audit and Risk Committee also approved, subject to the approval by the shareholders at the Meeting, the appointment of PwC US as its independent registered public accounting firm for the fiscal year ending December 31, 2025, including performing review of interim periods commencing from the period ending March 31, 2025. The appointment of PwC US followed the Company’s transition from foreign private issuer status to U.S. domestic reporting status, which became effective January 1, 2025, in connection with the closing of the Company’s London, England office and consolidation of the Company’s corporate offices in Houston, Texas.

The audit report of PwC UK on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and such report was not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through March 4, 2025, (i) there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the instructions relating thereto with PwC UK on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC UK, would have caused PwC UK to make reference to the subject matter of such disagreements in connection with its audit report on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023, and (ii) there was no reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K and the instructions relating thereto.

During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through March 4, 2025, neither the Company nor anyone on its behalf consulted PwC US regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided by PwC US to the Company that PwC US concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the instructions relating thereto or a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K and the instructions relating thereto.

The change in the Company’s independent registered public accounting firm was previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2025. A copy of PwC UK’s related letter, dated March 5, 2025, was included as an exhibit to such Form 8-K filing.

The Board proposes and recommends the approval of the appointment of PwC US as the Company’s independent registered public accounting firm until the close of the Company’s next annual general meeting of shareholders to audit our consolidated books, records and accounts for the fiscal year ending December 31, 2025 and the authorization of the Board (acting through the Audit and Risk Committee of the Board) to determine the remuneration of PwC US. The approval by the Company’s shareholders of the appointment of PwC US as the Company’s independent registered public accounting firm will constitute the appointment of PwC US as the Company’s auditor for the purposes of the Bermuda Companies Act.

Representatives of PwC UK and PwC US are not expected to be present at the Meeting.

The Board recommends that the shareholders vote FOR the approval of the appointment of PwC US to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and until the close of the Company’s next annual general meeting of shareholders thereafter and the authorization of the Board (acting through the Audit and Risk Committee of the Board) to determine the

remuneration of PwC US.

As a shareholder of record, if no indication is given as to how you want your shares to be voted, but your proxy is executed, the persons designated as proxies will vote the proxies received FOR Proposal 3.

The aggregate fees (excluding value added taxes) billed to us for the fiscal years ended December 31, 2024 and 2023 by PwC UK and its affiliates were as follows:

Consistent with SEC rules and policies regarding auditor independence, the Audit and Risk Committee has responsibility for appointing and approving the compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit and Risk Committee’s charter provides that it will pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm.

The Audit and Risk Committee pre-approved the services provided during 2024 and 2023 described above, in accordance with the Audit and Risk Committee’s policy and the pre-approval requirements of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”). Accordingly, there were no services for which the de minimis exception, as defined in Section 202 of the Sarbanes-Oxley Act, was applicable. The Audit and Risk Committee has considered whether the provision of non-audit services by PwC UK were compatible with maintaining PwC UK’s and PwC US’s independence and has determined that the provision of such non-audit services does not undermine PwC UK’s or PwC US’s independence.

The Audit and Risk Committee is providing this Report pursuant to Item 407(d)(3) of Regulation S-K promulgated under the Exchange Act.

Management is responsible for the Company’s internal controls, financial reporting process and compliance with laws and regulations and ethical business standards. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) and for issuing a report thereon. The Audit and Risk Committee is directly responsible for recommending the appointment and approval of the compensation and oversight of the independent registered public accounting firm employed by the Company (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent registered public accounting firm reports directly to the Audit and Risk Committee.

The Audit and Risk Committee evaluates the qualifications, compensation, performance and independence of the Company’s independent registered public accounting firm. In determining whether to recommend the independent registered public accounting firm employed by the Company for reappointment, the Audit and Risk Committee considered the qualifications, performance and independence of the firm and the audit engagement team; the quality of services provided by the firm; the effectiveness of the communication and interaction between the independent registered public accounting firm, management and the Audit and Risk Committee; and the fees charged for the quality and breadth of services provided.

The Audit and Risk Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit and Risk Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit and Risk Committee has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. The Audit and Risk Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit and Risk Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence.

The Audit and Risk Committee recommended to the Board the inclusion of the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC. The recommendation was based upon the Audit and Risk Committee’s review, the discussions referred to above and reliance upon the Company’s management and independent registered public accounting firm.

In accordance with the recommendation of the Audit and Risk Committee, the Board approved inclusion of the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024, and all of our Directors acknowledged such approval by signing the Annual Report on Form 10-K as filed with the SEC on February 27, 2025.

Submitted by the Audit and Risk Committee:

 

Mark McCollum, Chair

Jan Kjærvik

Jonathan Swinney

Proposal 4: To approve the remuneration of the Directors for the period from the date immediately following the Meeting until the later to occur of December 31, 2025 and the date of the 2026 Annual General Meeting of Shareholders.

As required under the Bye-laws, the Joint Nomination and Remuneration Committee has recommended to the Board that Directors of the Company receive a certain level of remuneration in respect of their service on the Board for the period from the date immediately following the Meeting until the later to occur of December 31, 2025 and the date of the 2026 Annual General Meeting of Shareholders. In accordance with the Bye-laws, the recommendation for such Board remuneration must be approved by shareholders.

The Committee engaged LB&Co. as its independent compensation consultant to undertake a review of compensation paid to the Board, including comparing the compensation of the Board to the compensation paid to board members at peer companies and relevant competitors. Based on the Joint Nomination and Remuneration Committee’s analysis and the advice of LB&Co., the Joint Nomination and Remuneration Committee has proposed that the compensation of the Directors continue as currently structured, whereby, following the Meeting, the non-Executive Chairman would receive an annual cash retainer of $180,000, payable quarterly, in advance, and an annual equity award with a grant date value equal to approximately $150,000 and each of our other Directors would receive an annual cash retainer of $140,000, payable quarterly, in advance, and an annual equity award with a grant date value equal to approximately $120,000. Each committee chair (other than a committee chair who serves as the non-Executive Chairman) would also receive a cash retainer of $25,000. Any Director who serves on multiple committees but does not chair any committee will receive an additional $10,000 per year. Directors would also be entitled to receive $1,500 per meeting to the extent more than ten meetings are required in a year. The Joint Nomination and Remuneration Committee recommended this compensation structure to the Board, and the Board approved the structure. The Joint Nomination and Remuneration Committee and the Board determined that the terms of the compensation are reasonable and in the best interests of the Company.

Consequently, assuming a Board size of nine (9) Directors, the Joint Nomination and Remuneration Committee recommends the remuneration of the entire Board for the period from the date immediately following the Meeting until the later to occur of December 31, 2025 and the date of the 2026 Annual General Meeting of Shareholders be approximately $2,500,000 in the aggregate, assuming no more than ten meetings are held during such period. The portion of the fees that are payable in equity of the Company will be granted in the form of TRSUs. The TRSUs would become fully vested upon the earlier of (i) the one-year anniversary of the date of grant and (ii) the next annual general meeting of shareholders (so long as such meeting does not occur less than 50 weeks from the date of grant). If this proposal is approved, the TRSUs will be granted shortly following the Meeting. Dividend equivalents will accrue and be paid only if and when the TRSUs vest; dividends and dividend equivalents will not be paid on unvested TRSUs. Additionally, TRSUs are not entitled to be voted at general meetings of the Company.

The Board recommends that shareholders vote FOR the approval of the remuneration of the Directors for the period from the date immediately following the Meeting until the later to occur of December 31, 2025 and the

date of the 2026 Annual General Meeting of Shareholders.

As a shareholder of record, if no indication is given as to how you want your shares to be voted, but your proxy is executed, the persons designated as proxies will vote the proxies received FOR Proposal 4.

Proposal 5: To conduct an advisory vote to approve the compensation of our named executive officers for 2024.

Pursuant to Section 14A of the Exchange Act and SEC rules, we are providing our shareholders with the opportunity to vote, on an advisory, non-binding basis, to approve the compensation of our named executive officers for 2024, as disclosed in this proxy statement, including the compensation tables and related narrative disclosures.

Our executive compensation program for 2024 was developed and overseen by the Joint Nomination and Remuneration Committee and in consultation with the Joint Nomination and Remuneration Committee’s independent consultant, LB&Co. We encourage our shareholders to closely review the “Compensation Discussion and Analysis” section in this proxy statement. Our compensation program is geared towards driving long-term, sustainable business performance. It is governed by the following key tenets:

The Board recommends that the shareholders vote, on an advisory basis, FOR the approval of the

compensation of our named executive officers for 2024.

As a shareholder of record, if no indication is given as to how you want your shares to be voted, but your proxy is executed, the persons designated as proxies will vote the proxies received FOR Proposal 5.

With respect to this advisory vote, the result of the vote will not require the Board or any committee thereof to take any action. However, the Board values the opinions of our shareholders and will carefully consider the outcome of the advisory vote on Proposal 5.

We expect to conduct the next advisory vote to approve the compensation of our named executive officers at the 2026 Annual General Meeting of Shareholders.

This Compensation Discussion and Analysis (“CD&A”) provides an overview of our executive compensation philosophy, strategy, objectives and structure, and the actions taken by the Joint Nomination and Remuneration Committee with respect to our named executive officers. Our named executive officers during 2024 were as follows:

Our executive compensation philosophy is designed to align the interests of our leadership team with those of our shareholders, fostering a results-driven culture that delivers significant value to the organization. Specifically, we design our compensation programs utilizing a number of guiding principles that ensure competitiveness, transparency and alignment with our strategic goals:

For 2024, the primary components of our named executive officers’ compensation were:

Each element of compensation aligns with our executive compensation program objectives as shown in the following table:

The following table highlights some of the key features of our executive compensation program that we employ to appropriately align compensation with our program philosophy and objectives, promote good corporate governance and align shareholder and executive interests.

The Joint Nomination and Remuneration Committee is responsible for determining the compensation of our executives and designing our executive compensation program with input from our independent compensation consultant and, for executive officers excluding Mr. Johnson, with input from Mr. Johnson. Determining compensation for our executive officers includes, among other things, determining each component of executive compensation and any related performance metrics, goals, attainment and payouts. The Joint Nomination and Remuneration Committee also reviews Mr. Johnson’s individual performance, including feedback solicited directly from the Board, and holds executive sessions without Mr. Johnson present to discuss Mr. Johnson’s performance and establish Mr. Johnson’s compensation.

LB&Co. has been engaged by the Joint Nomination and Remuneration Committee to provide advice regarding executive compensation matters. LB&Co. generally provides input on the design and competitiveness of the compensation programs of, and proposed compensation decisions regarding, our executive officers and non-executive Directors and provides input on evolving market practices and provides supporting market data. LB&Co. attends scheduled meetings of the Joint Nomination and Remuneration Committee when compensation matters are discussed. The Joint Nomination and Remuneration Committee assessed LB&Co.’s independence under the factors set forth in the SEC rules and concluded that LB&Co. was independent and that LB&Co.’s consultant work in 2024 did not raise any conflicts of interest.

To provide guidance to the Joint Nomination and Remuneration Committee, comparative pay data is obtained from several sources, including industry-specific surveys and compensation peer group data, supplemented with broader industry data from both direct competitors and adjacent sectors, compiled by LB&Co. These surveys compare each element of our executive officers’ compensation to the compensation of individuals serving in similar positions at companies in our compensation peer group. The market data reviewed by the Joint Nomination and Remuneration Committee includes publicly available financial and compensation information reported by the companies in our compensation peer group and general industry survey data, which, for 2024 compensation decisions, was provided by Mercer and Willis Towers Watson.

The Joint Nomination and Remuneration Committee, with research and advice from LB&Co., annually reviews the composition of the peer group used for compensation benchmarking. The Joint Nomination and Remuneration Committee generally seeks to include in this peer group companies that are in similar industries and that fall within applicable revenue ranges and have relevant business focuses. Our compensation peer group used for purposes of setting 2024 pay levels included the following companies:

The only change made in 2024 to our compensation peer group from the compensation peer group used for purposes of setting 2023 compensation was the removal of NexTier Oilfield Solutions, Inc., which was acquired by the end of 2023 and ceased to operate as an independent entity.

Our named executive officers’ base salaries are designed to provide a market-competitive fixed base of cash compensation to remunerate them for their day-to-day service during the year. The Joint Nomination and Remuneration Committee reviews the named executive officers’ base salaries on an annual basis. The 2024 base salaries of our named executive officers are set forth below, which were not increased from 2023:

The Company maintains an annual short term incentive plan (the “STIP”) for select employees, including our named executive officers, to recognize and reward the achievement of performance goals that are critical to the success of the Company.

Performance periods under the STIP begin January 1^st and end December 31^st of each calendar year (a “performance year”), and actual payments made under the STIP are calculated based on the participant’s base salary as of December 31^st of the performance year, the “STIP Target %” assigned the participant by the Joint Nomination and Remuneration Committee at the beginning of the performance year and the sum of the weighted performance score for each performance metric, as described below.

Pursuant to their employment agreements, the named executive officers are eligible to receive annual bonuses subject to the achievement of specified performance goals determined by the Board and the named executive officer’s continued employment through the date the annual bonuses are paid. As a result, in April, the Joint Nomination and Remuneration Committee set the following STIP Target % for each named executive officer under the 2024 STIP (which were the same as in 2023), which would result in, if all performance metrics are met at the Target level, a 2024 STIP payout equal to the named executive officer’s base salary as of December 31, 2024 multiplied by his STIP Target %:

In line with the Company’s compensation philosophy to grant compensation that aligns our executive’s interests with those of our shareholders, the 2024 STIP could be earned based on the achievement of company-wide financial and operational goals, each comprised of two separate measures, and individual performance.

Each company-wide metric is measured at the Threshold level, Target level and Maximum level, resulting in a weighted score equal to 50%, 100% or 200% of target, respectively. Individual performance is measured at the Threshold level, Target level, Above Target level and Maximum level, resulting in a weighted score equal to 50%, 100%, 150% or 200% of target, respectively.

Notwithstanding the level at which any other performance metrics are achieved, in order for any payments to be made under the 2024 STIP, the Company Adjusted EBITDA metric must be achieved at or above the Threshold level. If the Company Adjusted EBITDA metric had not been achieved at least at the Threshold level, no payments would have been made under the 2024 STIP, regardless of the level at which the other performance metrics were achieved. With respect to the other performance measures, a score below the Threshold level results in a deemed 0% achievement of such measure, and achievement between the Threshold, Target and Maximum levels is determined through straight line interpolation.

Our financial goals were measured by the Company’s 2024 Adjusted EBITDA (25% of the 2024 STIP target) and Levered Free Cash Flow (15% of the 2024 STIP target). Attached as Appendix A in this proxy statement is a reconciliation of each of Adjusted EBITDA and Levered Free Cash Flow to the most directly comparable GAAP financial measure.

Our operational goals included the Company’s total recordable incident frequency (“TRIF”) (25% of the 2024 STIP target) and the Company’s operational efficiency, as measured by the percentage of time that a rig is technically available to operate, excluding periods of planned maintenance or upgrades (“Technical Utilization” or “TU”) (15% of the 2024 STIP target).

Achievement of individual goals under the 2024 STIP is based on each participant’s end of year performance appraisal rating.

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As a result of the Company’s achievement of the performance goals, the Joint Nomination and Remuneration Committee approved the following 2024 annual bonus payouts:

In line with our compensation philosophy, our long-term incentive compensation program is designed to emphasize the retention of our executive talent and reward our named executive officers for the achievement of long-term performance goals, aligning them with shareholder interests. In each calendar year since 2022, the Joint Nomination and Remuneration Committee has granted our named executive officers, and other key employees, a combination of TRSUs and PRSUs. In line with our compensation philosophy, these awards align our named executive officers’ interests with those of our shareholders by tying the named executive officers’ compensation to the price of the Company’s common shares.

In April 2024, the Joint Nomination and Remuneration Committee established long-term incentive target values for the named executive officers, which are set forth below. Of the total long-term incentive target values, sixty percent (60%) was granted in the form of PRSUs (the “2024 ExCo PRSUs”) and forty percent (40%) was granted in the form of TRSUs (the “2024 ExCo TRSUs”).

PRSUs. The 2024 ExCo PRSUs vest based on the Company’s achievement of absolute and relative total shareholder return (“TSR”) metrics and cumulative free cash flow metrics, in each case, over a three-year performance period from January 1, 2024 through December 31, 2026. The number of 2024 ExCo PRSUs ultimately earned can range from 0% to 200% of the target number of 2024 ExCo PRSUs.

Of the target 2024 ExCo PRSUs granted, sixty percent (60%) are subject to the achievement of the TSR metrics (the “2024 ExCo TSR PRSUs”). The relative TSR metric is measured against a performance peer group initially consisting of 12 companies, which were selected primarily due to similarity of business focus, capital structure and the fact that they are competitors within the oil and gas industry. In addition to the inherent nature of PRSUs to align executive interests with those of shareholders, the use of TSR as a performance measure further enhances this goal by creating direct alignment between the PRSUs and shareholder return performance relative to the market and further strengthens the link between share price growth and long-term compensation. The final payout of the 2024 ExCo TSR PRSUs can range from 0% to 200% of the target number of 2024 ExCo TSR PRSUs and will be determined in accordance with the below matrix. For achievement between any of these points, the payout is interpolated on a straight-line basis.

We use our compensation peer group, as defined above, to measure relative TSR performance.

Any company in the peer group that, during the performance period, (i) is acquired and ceases to have its primary common equity security listed or traded will be omitted from the peer group or (ii) (a) is forced to delist from the securities exchange upon which it was traded due to low stock price or other reasons, or (b) files for bankruptcy, in each case of (a) and (b) will be included in the peer group but will be ranked last.

For purposes of both absolute and relative TSR, TSR will be calculated as (i) the sum of (a) the volume weighted average price of a share (or unit, as applicable) for the last twenty (20) trading days of the performance period (including the last day) plus (b) any dividends paid over the course of the performance period, divided by (ii) the volume weighted average price of a share (or unit, as applicable) for the first twenty (20) trading days of the performance period (including the first day).

The remaining 40% of the 2024 ExCo PRSUs are subject to the achievement of the cumulative free cash flow performance metrics (the “2024 ExCo CFCF PRSUs”), with one-third of the 2024 ExCo CFCF PRSUs eligible to be earned based on our annual cash flow during each of three individual annual measurement periods beginning on January 1 and ending on December 31 of each of 2024, 2025 and 2026. The 2024 ExCo CFCF PRSUs will be settled following the last annual performance period, subject to the named executive officer’s continued employment through such time.

The final payout of the 2024 ExCo CFCF PRSUs can range from 0% to 200% of the target number of 2024 ExCo CFCF PRSUs, depending on the Company’s annual free cash flow for each annual measurement period, compared to the Company’s annual budget for annual free cash flow, and will be determined in accordance with the below matrix. For achievement between any of these points, the payout is interpolated on a straight-line basis.

Attached as Appendix A in this proxy statement is a reconciliation of annual free cash flow to the most directly comparable GAAP financial measure.

As a result of the Company’s achievement of its 2024 annual free cash flow goals at 103.42% of budget, with respect to the 2024 annual measurement period, the first one-third of the 2024 ExCo CFCF PRSUs was earned at 113.67% of target.

TRSUs. The 2024 ExCo TRSUs vest one-third on April 17 of each of 2025, 2026 and 2027.

Initial ExCo PRSUs and TRSUs. In August 2022, following the adoption of the MIP (as defined herein), the Joint Nomination and Remuneration Committee granted PRSUs and TRSUs to the Company’s senior management, including Messrs. Johnson, Creed, Ali and Sauer-Petersen. In connection with Mr. Stickler joining the Company in early 2023, to incentivize the Company’s senior management as a unified team, the Joint Nomination and Remuneration Committee granted Mr. Strickler PRSUs and TRSUs, generally subject to the same terms and conditions as those grants made to existing senior management in August 2022. Such PRSUs (the “Initial ExCo PRSUs”) may be earned to the extent the Company maintains or exceeds set per share trading prices for a period of at least forty-five (45) consecutive trading days over the period beginning on August 6, 2022 and ending on August 6, 2025, and such TRSUs (the “Initial ExCo TRSUs”) vest one-third annually from the date of grant, with the second tranche thereof having vested on August 6, 2024 and the final tranche remaining unvested.

September 2023 PRSUs and TRSUs. In September 2023, the Joint Nomination and Remuneration Committee granted PRSUs and TRSUs to the Company’s senior management, including Messrs. Johnson, Creed, Ali, Sauer-Petersen and Strickler. Like the 2024 ExCo PRSUs, sixty percent (60%) of such PRSUs can be earned based on the achievement of absolute and relative TSR performance measures, over the period beginning on September 25, 2023 and ending December 31, 2025 (the “2023 ExCo TSR PRSUs”), and forty percent (40%) of such PRSUs can be earned based on the achievement of cumulative free cash flow performance metrics over the period beginning January 1, 2023 and ending December 31, 2025, with one-third of such PRSUs eligible to be earned based on our annual free cash flow during three one-year annual measurement periods, beginning on January 1 and ending on December 31 of each of 2023, 2024 and 2025 (the “2023 ExCo CFCF PRSUs”). Such TRSUs (the “2023 ExCo TRSUs”) vest one-half annually from the date of grant, with the first tranche thereof having vested on September 25, 2024 and the final tranche remaining unvested.

As a result of the Company’s achievement of an annual free cash flow equal to 493% of its 2023 budget, with respect to the 2023 annual measurement period of the 2023 ExCo CFCF PRSUs, the first one-third of such awards was earned at 200% of target. As a result of the Company’s achievement of an annual free cash flow equal to 103.42% of its 2024 budget, with respect to the 2024 annual measurement period of the 2023 ExCo CFCF PRSUs, the first one-third of such awards was earned at 113.67% of target.

Our U.S.-based employees, including our named executive officers, are eligible to participate in the Seadrill Americas Incorporated 401(k) Retirement Savings Plan, which is a tax-qualified 401(k) plan pursuant to which participants may defer compensation on a tax favorable basis and receive employer contributions. For 2024, we provided each U.S. employee with an employer contribution equal to 6% (3% safe harbor plus 3% profit sharing) of their base salary, up to the Internal Revenue Service contributions limits.

The Company provides limited perquisites to its executives. Pursuant to Mr. Johnson’s employment agreement, Mr. Johnson is entitled to reimbursement for the cost of one return business class flight per year between Houston, Texas and his home country, Australia.

In connection with their relocation to the Houston, Texas office, the Company implemented a relocation policy pursuant to which Messrs. Johnson, Creed and Sauer-Petersen received relocation assistance, including the packing, moving and storage of their belongings, certain immigration and tax assistance and support services upon their arrival to the Houston, Texas area. Their relocation benefits are described in more detail in the Summary Compensation Table below.

In connection with the relocation of the Company’s headquarters from London, England to Houston, Texas, and to ensure that, in line with the Company’s compensation philosophy, the arrangements between the Company and its executive officers are structured to be competitive within the market, in September 2024, the named executive

officers’ employment agreements were amended to provide enhanced severance payments and benefits in the event the named executive officer is terminated without cause or resigns for good reason during the twenty-four (24) months following a change in control. In addition, the named executive officers’ equity award agreements were amended to extend the period following a change in control during which enhanced vesting protections apply from twelve (12) months to twenty-four (24) months. The Company also maintains a relocation policy providing for repatriation assistance in the event of certain terminations. These, and existing, severance payments and benefits are described below in “Executive Compensation—Potential Payments Upon Termination or Change in Control.”

To further align our executives’ and shareholders’ interests, we adopted share ownership guidelines applicable to our named executive officers and our non-employee Directors. These share ownership guidelines require that, within five years from the later of January 1, 2023 and the date the individual becomes subject to the guidelines, our named executive officers and non-employee Directors hold our common shares equal in value to a specified multiple of annual base salary or annual cash retainer, as summarized below.

Individuals who have not met their share ownership level at the end of the applicable five-year period must retain at least 50% of their after-tax net shares acquired through company equity awards until their ownership guidelines are satisfied. In addition to shares owned outright, non-restricted shares granted under the MIP or prior plans, and shares purchased on the open market, unvested time-based restricted stock units and other vested but unsettled restricted stock units are taken into consideration when determining if the share ownership guidelines have been achieved; however, unearned performance-based awards and unexercised stock options are not.

We maintain a policy for the recovery of erroneously awarded compensation, or a “clawback” policy, applicable to executive officers. The policy implements the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as required under the NYSE listing standards, and requires recovery of incentive-based compensation received by current or former executive officers during the three fiscal years preceding the date it is determined that the Company is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure.

For information regarding our Insider Trading Policy, including our policy with respect to the ability of our Directors, executive officers, certain other designated employees and their respective immediate family members and controlled entities to hedge or offset any decrease in the market value of our equity securities, please see the “Corporate Governance—Insider Trading and Anti-Hedging Policy” section of this proxy statement.

When establishing and reviewing compensation programs and practices, we consider whether the programs and practices encourage unnecessary or excessive risk-taking. We do not believe that our compensation programs for our executives and other employees encourage unnecessary or excessive risk-taking nor are reasonably likely to have a material adverse effect on us.

The Joint Nomination and Remuneration Committee members whose names appear on the Joint Nomination and Remuneration Committee Report below comprised the compensation committee during 2024. No member of our compensation committee during 2024 is or has been an officer or employee of the Company, or has engaged in any related party transaction in which the Company was a participant.

The Joint Nomination and Remuneration Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) for the year ended December 31, 2024 with management. In reliance on the reviews and discussions referred to above, the Joint Nomination and Remuneration Committee recommended to the Board that the CD&A be included in the Company’s proxy statement on Schedule 14A for the 2025 Annual General Meeting of Shareholders and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Submitted by the Joint Nomination and Remuneration Committee:

 

Andrew Schultz (Chair)

Julie J. Robertson

Paul Smith