Independent
Tenure on this board
5.1 yrs
Also a director at
Lands' End Inc (LE)
6 nominees · 3 ballot items.
Election of six directors; advisory (non-binding) approval of named executive officer compensation; appointment and authorization of KPMG LLP as independent registered public accounting firm and to set its remuneration.
Elect six director nominees (Elizabeth D. Leykum; Anton Dibowitz; Dick Fagerstal; Joseph Goldschmid; Catherine J. Hughes; Kristian Johansen) to serve until the next annual general meeting or until their offices are vacated.
Non-binding advisory (say-on-pay) vote to approve the compensation of the named executive officers for 2025 as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s 2025 executive compensation disclosures and program. Management and the Compensation Committee present a pay-for-performance framework that emphasizes a majority of pay at risk through annual cash bonuses (VCIP) and long-term performance share units tied to absolute and relative total shareholder return (TSR), as well as operational and sustainability metrics. The Company reports strong 2025 financial results (net income $979.1m, Adjusted EBITDA $642.2m) and a high VCIP payout (112% of target) driven by adjusted EBITDA and operating free cash flow outperformance, although the committee exercised negative discretion to reduce the personal safety metric payout to zero. The long-term PSUs are 80% of equity awards and use cumulative three-year absolute and relative TSR tranches with a 0–200% payout range; the 2023 PSUs paid out at 0% due to absolute TSR underperformance. Management notes robust governance features and prior shareholder support (95% say-on-pay in 2025). The Board recommends a vote FOR, justifying that the program aligns management and shareholder interests, promotes retention, and ties pay to financial, operational and sustainability performance. Investors evaluating the proposal should consider the detailed interplay between strong 2025 operational/financial performance, historical TSR volatility and prior PSU outcomes, the Compensation Committee’s discretion on safety metrics, and the pending Business Combination with Transocean which may affect executive incentives and disclosure of change-in-control-related pay in a forthcoming joint proxy statement.
Approve KPMG LLP as independent registered public accounting firm for fiscal 2026 and authorize the Audit Committee to set their remuneration.
This management proposal requests shareholder approval to appoint KPMG LLP as Valaris’ independent registered public accounting firm for fiscal 2026 and authorizes the Audit Committee to set its remuneration. The Audit Committee evaluated KPMG’s qualifications, performance, independence, engagement team and fees and determined that reappointment was appropriate. The proposal is routine and seeks to ensure continuity of external audit services; the Board recommends a vote FOR and notes that KPMG’s representatives will attend and be available to answer questions. The Audit Committee pre-approved the services and concluded that non-audit services performed did not impair independence. Investors should view this as a standard auditor ratification vote focused on auditor independence, fee levels, and Audit Committee oversight.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.24% | 5,012,392 | $491M |
| 2 | OAK HILL ADVISORS LP | 6.92% | 4,791,979 | $470M |
| 3 | Lingotto Investment Management LLP | 5.35% | 3,706,866 | $363M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.60% | 3,185,608 | $312M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.16% | 2,883,797 | $283M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.75% | 2,596,222 | $255M |
| 7 | STATE STREET CORP | 3.61% | 2,497,508 | $245M |
| 8 | BlackRock, Inc. | 3.13% | 2,170,132 | $213M |
| 9 | MORGAN STANLEY | 2.47% | 1,712,444 | $168M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.42% | 1,677,109 | $164M |
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