VALARIS LTD, DEF 14A filed on 4/17/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Valaris Limited
Entity Central Index Key 0000314808
v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Year
Summary
compensation
table total for
Mr. Dibowitz(1)
Compensation
actually
paid to Mr.
Dibowitz(2)(9)
Summary
compensation
table total for
Mr. Burke(1)
Compensation
actually paid
to Mr. Burke
Average
summary
compensation
table total for non-PEO NEOs(1)(3)
Average
compensation
actually paid
to non-PEO
NEOs(3)(4)(9)
Value of initial fixed $100 investment based on:
Net
income
(loss)
(millions)
(7)
Stock
Price(8)
Total
shareholder
return(5)
Peer group
total
shareholder
return(6)
20247,754,921 (5,370,528)— — 2,851,467 (162,467)186.70155.10369.8 44.24 
20236,287,972 1,905,370 — — 2,435,185 1,749,754 289.30168.40866.8 68.57 
20222,312,047 29,557,102 — — 2,678,633 5,707,378 285.30 160.70 181.8 67.62 
202115,419,099 18,405,019 18,487,913 7,600,866 4,949,709 3,779,743 151.90 96.50 (4,487.4)36.00 
2020— — 7,567,090 2,677,182 4,339,194 3,744,156 N/AN/A(4,857.6)N/A
        
Company Selected Measure Name The company-selected measure is our stock price on the last trading day of each respective year. Our common shares began trading on NYSE on May 3, 2021, following our emergence from Chapter 11.        
Named Executive Officers, Footnote The dollar amounts reported represent the amount of “compensation actually paid” to our PEO for each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with SEC rules,Non-PEO NEOs included for 2022 are Messrs. Weber, Luca, Lyne, Vukadin and Gibbins. Non-PEO NEOs included for 2021 are Messrs. Luca, Gibbins, Jonathan Baksht (our former Executive Vice President and Chief Financial Officer), and Alan Quintero (our Former Senior Vice President, Business Development). Non-PEO NEOs included for 2020 are Mr. Baksht, Michael McGuinty (our former Senior Vice President, General Counsel and Secretary) and Carl G. Trowell (our former Executive Chairman).(4)        
Peer Group Issuers, Footnote The peer group used for this purpose is the Dow Jones U.S. Select Oil Equipment & Services Index.        
Adjustment To PEO Compensation, Footnote The following adjustments were made to our PEO's total compensation to determine the 2024 compensation actually paid:
Anton
Dibowitz
2024
"Total" as reported in Summary Compensation Table ("SCT")7,754,921 
Less, fair value of equity awards granted during the year as reported in the "Share Awards" column in SCT(5,616,806)
Plus, fair value at year-end of outstanding and unvested equity awards granted in the year2,242,289 
Plus, change in fair value (whether positive or negative) from prior year-end to vesting date for awards granted in prior years that vested during the year(7,542,683)
Plus, change in fair value (whether positive or negative) from prior year-end to current year-end for awards granted in prior years that were unvested at end of year(2,208,249)
Compensation Actually Paid to PEO(5,370,528)
        
Non-PEO NEO Average Total Compensation Amount $ 2,851,467 $ 2,435,185 $ 2,678,633 $ 4,949,709 $ 4,339,194
Non-PEO NEO Average Compensation Actually Paid Amount $ (162,467) 1,749,754 5,707,378 3,779,743 3,744,156
Adjustment to Non-PEO NEO Compensation Footnote In accordance with SEC rules, the following adjustments were made to the average total compensation to determine the 2024 compensation actually paid:
Average
Non-PEO
NEOs
2024
Average "Total" as reported in the SCT2,851,467 
Less, average change in actuarial present value of accumulated benefits under defined benefit plans(4,572)
Less, average fair value of equity awards granted during the year as reported in the "Share Awards" column in the SCT(1,788,574)
Plus, average fair value at year-end of equity awards granted in the year714,020 
Plus, average change in fair value (whether positive or negative) from prior year-end to vesting date for awards granted in prior years that vested during the year(1,194,542)
Plus average change in fair value (whether positive or negative) from prior year-end to current year-end for awards granted in prior years that were unvested at end of current year(740,266)
Average Compensation Actually Paid to Non-PEO NEOs(162,467)
        
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Cumulative Company TSR and Peer Group TSR
03_PRO013633_graph_Compensation_TSR.jpg
        
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income (Loss)
03_PRO013633_graph_Compensation_lossinM.jpg
        
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and Company Selected Measure (Stock Price)
03_PRO013633_graph_Compensation_stockprice.jpg
        
Total Shareholder Return Amount $ 186.70 289.30 285.30 151.90  
Peer Group Total Shareholder Return Amount 155.10 168.40 160.70 96.50  
Net Income (Loss) $ 369,800,000 $ 866,800,000 $ 181,800,000 $ (4,487,400,000) (4,857,600,000)
Company Selected Measure Amount | $ / shares 44.24 68.57 67.62 36.00  
Additional 402(v) Disclosure The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements included in our annual report on Form 10-K filed with the SEC for each applicable year. The net loss reported for 2021 is comprised of a loss of $23.6 million for the eight months ended December 31, 2021 successor period and a loss of $4,463.8 million for the four months ended April 30, 2021 predecessor period.        
Measure:: 1          
Pay vs Performance Disclosure          
Name Stock Price/Absolute TSR        
Measure:: 2          
Pay vs Performance Disclosure          
Name Relative TSR        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Measure:: 4          
Pay vs Performance Disclosure          
Name Operating Free Cash Flow        
Measure:: 5          
Pay vs Performance Disclosure          
Name Relative ROCE        
Measure:: 6          
Pay vs Performance Disclosure          
Name Personal and process safety        
Measure:: 7          
Pay vs Performance Disclosure          
Name Downtime performance        
Measure:: 8          
Pay vs Performance Disclosure          
Name Spill prevention        
Anton Dibowitz [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 7,754,921 $ 6,287,972 $ 2,312,047 $ 15,419,099 0
PEO Actually Paid Compensation Amount $ (5,370,528) 1,905,370 29,557,102 18,405,019 0
PEO Name AntonDibowitz        
Tom Burke [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 0 0 0 18,487,913 7,567,090
PEO Actually Paid Compensation Amount 0 $ 0 $ 0 $ 7,600,866 $ 2,677,182
PEO | Anton Dibowitz [Member] | Fair Value of Equity Awards As of Grant Date [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,616,806)        
PEO | Anton Dibowitz [Member] | Fair Value of Equity Awards As of Year End Date [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,242,289        
PEO | Anton Dibowitz [Member] | Changes in Fair Value of Awards Granted and Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,542,683)        
PEO | Anton Dibowitz [Member] | Changes in Fair Value of Awards Granted and Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,208,249)        
Non-PEO NEO | Fair Value of Equity Awards As of Grant Date [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,788,574)        
Non-PEO NEO | Fair Value of Equity Awards As of Year End Date [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 714,020        
Non-PEO NEO | Changes in Fair Value of Awards Granted and Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,194,542)        
Non-PEO NEO | Changes in Fair Value of Awards Granted and Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (740,266)        
Non-PEO NEO | Change in Actuarial Present Value of Accumulated Benefits [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (4,572)        
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Considered false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true