Independent
Tenure on this board
9.0 yrs
Also a director at
Kirby Corp (KEX)
8 nominees · 4 ballot items.
Four management proposals: (1) Elect eight directors for one-year terms; (2) Approve and appoint PricewaterhouseCoopers LLP as independent auditor and authorize the Audit Committee to set its remuneration; (3) Non-binding, advisory vote to approve named executive officer compensation (Say-on-Pay); (4) Approve Amendment No. 5 to the Amended and Restated 2016 Stock Plan to increase the share reserve.
Elect eight director nominees (Beder, Chase, Crane, Kotts, Linn, Petrello, Tudor, Yearwood) to serve one-year terms until the next annual general meeting.
Approve PricewaterhouseCoopers LLP as the Company’s independent auditor for the year ending December 31, 2026 and authorize the Audit Committee to set the auditor’s remuneration.
Non-binding, advisory approval of the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement (Compensation Discussion & Analysis, Summary Compensation Table and related disclosure).
This non-binding advisory proposal asks shareholders to approve the Company’s executive pay disclosure and compensation approach for the named executive officers (the Say-on-Pay vote). Management seeks endorsement to validate its compensation philosophy—anchored in performance-based equity and a mix of annual and multi-year metrics—and to demonstrate shareholder support for incentive designs that emphasize debt reduction, NDS Adjusted EBITDA growth, ROIC and other prescriptive goals. The Compensation Committee has emphasized a structure that is 100% performance-based for CEO/CFO long-term equity (no time-based RSUs), a hybrid approach that combines annual PSU goals with three-year ROIC LTPSUs, and capped TSR payouts with other governance safeguards; the committee also retained an independent compensation consultant and adjusted the peer group in response to shareholder feedback. There is notable context: the 2025 compensation program included one-time special cash bonuses tied to strategic transactions (notably $19 million to the CEO) that materially reduced net debt, and prior say-on-pay support has been modest (approximately 61–62% in recent years), driving continued shareholder outreach and program refinements. Management views the advisory vote as an important, though nonbinding, signal; the Board commits to reviewing the results and engaging with investors to address concerns, and it defends elements like annual PSUs as better aligned to the drilling industry’s cyclicality while augmenting with multi-year ROIC metrics. A vote FOR supports the current pay-for-performance framework and the Board’s judgment that the mix and rigor of goals appropriately balance retention, incentive and alignment with shareholder interests. A vote AGAINST would signal investor dissatisfaction and likely prompt further engagement and potential design changes; given the Company’s responsiveness history, such feedback has previously led to peer-group updates, disclosure enhancements and structural adjustments. Overall, the proposal reflects an ongoing governance dialogue about the size, pacing, and structure of CEO pay amid cyclical industry conditions and recent transformational transactions that materially affected balance-sheet metrics.
Approve Amendment No. 5 to the Amended and Restated 2016 Stock Plan to increase the number of common shares available for issuance under the plan by 457,000 shares.
This proposal asks shareholders to approve Amendment No. 5 to the Company’s Amended and Restated 2016 Stock Plan, increasing the plan reserve by 457,000 shares to ensure sufficient share availability for future equity awards. Management contends the increase is necessary given industry volatility and hiring/retention challenges; the Board unanimously approved the amendment and recommends shareholder approval to preserve the Company’s ability to deliver equity-based compensation that aligns employee and Director interests with shareholders. The filing presents concrete context: as of April 2, 2026 only 274,039 shares remained available and the proposed New Shares would materially increase the reserve; the proxy also discloses dilution, burn-rate and overhang metrics and explains the Board’s efforts to conserve shares, including cash settlement mechanics for certain PSUs above target. From a governance perspective, investors should weigh the utility of replenishing the equity pool for talent retention and incentive alignment against the prospective dilution (the filing quantifies current dilution and the incremental increase). The Compensation Committee argues that the Company’s three-year average burn rate is below proxy-advisor guidance and that the proposed reserve is prudent to avoid an inability to grant awards in 2027; it also highlights structural mitigants such as performance-based award design and caps on Director compensation. A FOR vote supports management’s view that equity is essential for recruiting and that a modest reserve increase is appropriate given the Company’s strategic needs and current low burn; a AGAINST vote would signal skepticism about dilution, plan design, or the size/timing of replenishment. Given the Company’s stated practice of heavy reliance on performance-based awards and recent measures to preserve shares, the amendment is framed as a conservative, targeted increase rather than a broad expansion of plan privileges.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 5.00% | 740,000 | $64M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.25% | 629,289 | $54M |
| 3 | BlackRock, Inc. | 3.70% | 547,514 | $47M |
| 4 | AMERICAN CENTURY COMPANIES INC | 3.42% | 505,900 | $44M |
| 5 | BlackRock, Inc. | 3.26% | 481,670 | $41M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.19% | 471,718 | $41M |
| 7 | CIBC WORLD MARKET INC. | 3.16% | 467,701 | $40M |
| 8 | STATE STREET CORP | 3.14% | 465,000 | $40M |
| 9 | MILLER VALUE PARTNERS, LLC | 3.00% | 444,430 | $38M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.83% | 418,137 | $36M |
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