SEADRILL LTD, DEF 14A filed on 3/25/2025
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 Seadrill Limited
Entity Central Index Key 0001737706
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Pay Versus Performance
SEC regulations require us to disclose the following information about the relationship between both the total compensation paid to our Chief Executive Officer (“PEO” in the following tables and footnotes) and the average total compensation paid to our other named executive officers (“non-PEO named executive officers” in the following tables and footnotes) and the Company’s financial performance.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year(1)
 
 
Summary
compensation
table total for
PEO ($)(2)
 
 
Compensation
actually paid to
PEO ($)(3)
 
 
Average summary
compensation
table total for non-
PEO named
executive officers ($)(2)
 
 
Average
compensation
actually paid to
non-PEO
named
executive
officers ($)(3)
 
 
Value of initial fixed $100
investment based on(4):
 
 
Net
income
($M)(5)
 
 
Adjusted
EBITDA
($M)(6)
 
Total
shareholder
return
($)
 
 
Peer group
total
shareholder
return
($)
 
2024
 
 
8,337,369
 
 
2,600,952
 
 
2,755,529
 
 
1,269,188
 
 
147
 
 
114
 
 
446
 
 
378
2023
 
 
12,949,070
 
 
14,774,897
 
 
3,479,800
 
 
3,890,876
 
 
178
 
 
129
 
 
300
 
 
495
2022
 
 
5,687,373
 
 
5,385,965
 
 
2,054,694
 
 
1,969,296
 
 
123
 
 
126
 
 
3,907
 
 
265
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Mr. Johnson assumed the role of Chief Executive Officer of the Company in 2022. The non-PEO named executive officers for 2024 and 2023 were Messrs. Creed, Ali, Sauer-Petersen and Strickler and for 2022 were Messrs. Creed, Ali and Sauer-Petersen.
(2)
Reflects, for our PEO, the total compensation reported in the Summary Compensation Table and for the non-PEO named executive officers, the average of their total compensation reported in the Summary Compensation Table, in each case, in the fiscal years indicated.
(3)
Represents the compensation actually paid to our PEO and to the non-PEO named executive officers in each of the fiscal years indicated, as computed in accordance with Item 402(v) of Regulation S-K and as set forth below:
 
 
 
 
As Reported in Summary
Compensation Table(a)
 
 
Equity Award Adjustments
Year
 
 
Total
($)
 
 
Stock
Awards
($)
 
 
Fair Value as of
the End of the
Fiscal Year of
Awards Granted
During the Fiscal
Year that
Remain
Outstanding as
of the End of the
Fiscal Year
($)(b)
 
 
Change in Fair
Value as of the
Last Day of the
Fiscal Year of
Awards Granted
in Prior Years
that Remain
Outstanding as
of the End of the
Fiscal Year
($)(c)
 
 
Fair Value as of
the End of the
Fiscal Year of
Awards Granted
During the Fiscal
Year that also
Vested During
the Fiscal Year
($)(d)
 
 
Change in Fair
Value as of
Vesting Date of
Awards Granted
in Prior Years
that Vest During
the Fiscal Year
($)(e)
 
 
Forfeiture of
Awards in the
Current Fiscal
Year that were
Granted in a
Prior Fiscal
Year
($)(f)
 
 
Total
Compensation
“Actually Paid”
($)
PEO
2024
 
 
8,337,369
 
 
(6,165,155)
 
 
3,222,340
 
 
(3,708,554)
 
 
399,549
 
 
515,403
 
 
—
 
 
2,600,952
2023
 
 
12,949,070
 
 
(10,752,925)
 
 
7,495,979
 
 
3,196,644
 
 
1,633,240
 
 
252,888
 
 
—
 
 
14,774,897
2022
 
 
5,687,373
 
 
(4,125,612)
 
 
3,824,204
 
 
—
 
 
—
 
 
—
 
 
—
 
 
5,385,965
Non-PEO Named Executive Officers
2024
 
 
2,755,529
 
 
(1,818,705)
 
 
950,606
 
 
(857,492)
 
 
117,842
 
 
121,408
 
 
—
 
 
1,269,188
2023
 
 
3,479,800
 
 
(2,575,038)
 
 
1,857,038
 
 
679,286
 
 
396,053
 
 
53,736
 
 
—
 
 
3,890,876
2022
 
 
2,054,694
 
 
(1,168,919)
 
 
1,083,521
 
 
—
 
 
—
 
 
—
 
 
—
 
 
1,969,296
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Reflects, for our PEO, the applicable amounts reported in the “Summary compensation table total for PEO” column in the table above and the “Stock awards” column in the Summary Compensation Table, and for the non-PEO named executive officers, the amounts reported in the “Average summary compensation table total for non-PEO named executive officers” column in the table above and the average of the amounts reported in the “Stock awards” column in the Summary Compensation Table, in each case, in each of the fiscal years indicated.
(b)
Reflects either (i) the fair value, with respect to our PEO, or (ii) the average of the fair value, with respect to the non-PEO named executive officers, in each case, as of December 31 of the covered fiscal year of awards granted in the covered fiscal year that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year.
(c)
Reflects either (i) the change in fair value, with respect to our PEO, or (ii) the average of the change in fair value, with respect to the non-PEO named executive officers, in each case, from December 31 of the prior fiscal year to December 31 of the covered fiscal year of awards granted in a prior fiscal year that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year.
(d)
Reflects either (i) the fair value, with respect to our PEO, or (ii) the average of the fair value, with respect to the non-PEO named executive officers, in each case, as of the vesting date of awards granted in the covered fiscal year that also became vested (in whole or in part) during the covered fiscal year.
(e)
Reflects either (i) the change in fair value, with respect to our PEO, or (ii) the average of the change in fair value, with respect to the non-PEO named executive officers, in each case, from December 31 of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year.
(f)
Reflects, either (i) the fair value, with respect to our PEO, or (ii) the average of the fair value, with respect to the non-PEO named executive officers, in each case, as of the end of the prior fiscal year of awards that were granted in a prior fiscal year but failed to vest and were forfeited in the covered fiscal year.
(4)
For each covered fiscal year, represents the value of an investment of $100 as of December 31, 2021 in each of (i) our common shares and (ii) the PHLX Oil Service Sector Index (“OSX”) measured over each of the periods ending on December 31, 2022, 2023 and 2024. It is assumed that dividends, if any, are reinvested. The OSX is the published industry or line-of-business index that we selected for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our 2024 Annual Report.
(5)
Represents the amount of net income reflected in our consolidated financial statements for each covered fiscal year.
(6)
Represents the Company’s Adjusted EBITDA for each covered fiscal year. Attached as Appendix A in this proxy statement is a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure.
   
Company Selected Measure Name Adjusted EBITDA    
Named Executive Officers, Footnote
(1)
Mr. Johnson assumed the role of Chief Executive Officer of the Company in 2022. The non-PEO named executive officers for 2024 and 2023 were Messrs. Creed, Ali, Sauer-Petersen and Strickler and for 2022 were Messrs. Creed, Ali and Sauer-Petersen.
   
Peer Group Issuers, Footnote
(4)
For each covered fiscal year, represents the value of an investment of $100 as of December 31, 2021 in each of (i) our common shares and (ii) the PHLX Oil Service Sector Index (“OSX”) measured over each of the periods ending on December 31, 2022, 2023 and 2024. It is assumed that dividends, if any, are reinvested. The OSX is the published industry or line-of-business index that we selected for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our 2024 Annual Report.
   
PEO Total Compensation Amount $ 8,337,369 $ 12,949,070 $ 5,687,373
PEO Actually Paid Compensation Amount $ 2,600,952 14,774,897 5,385,965
Adjustment To PEO Compensation, Footnote
(3)
Represents the compensation actually paid to our PEO and to the non-PEO named executive officers in each of the fiscal years indicated, as computed in accordance with Item 402(v) of Regulation S-K and as set forth below:
 
 
 
 
As Reported in Summary
Compensation Table(a)
 
 
Equity Award Adjustments
Year
 
 
Total
($)
 
 
Stock
Awards
($)
 
 
Fair Value as of
the End of the
Fiscal Year of
Awards Granted
During the Fiscal
Year that
Remain
Outstanding as
of the End of the
Fiscal Year
($)(b)
 
 
Change in Fair
Value as of the
Last Day of the
Fiscal Year of
Awards Granted
in Prior Years
that Remain
Outstanding as
of the End of the
Fiscal Year
($)(c)
 
 
Fair Value as of
the End of the
Fiscal Year of
Awards Granted
During the Fiscal
Year that also
Vested During
the Fiscal Year
($)(d)
 
 
Change in Fair
Value as of
Vesting Date of
Awards Granted
in Prior Years
that Vest During
the Fiscal Year
($)(e)
 
 
Forfeiture of
Awards in the
Current Fiscal
Year that were
Granted in a
Prior Fiscal
Year
($)(f)
 
 
Total
Compensation
“Actually Paid”
($)
PEO
2024
 
 
8,337,369
 
 
(6,165,155)
 
 
3,222,340
 
 
(3,708,554)
 
 
399,549
 
 
515,403
 
 
—
 
 
2,600,952
2023
 
 
12,949,070
 
 
(10,752,925)
 
 
7,495,979
 
 
3,196,644
 
 
1,633,240
 
 
252,888
 
 
—
 
 
14,774,897
2022
 
 
5,687,373
 
 
(4,125,612)
 
 
3,824,204
 
 
—
 
 
—
 
 
—
 
 
—
 
 
5,385,965
Non-PEO Named Executive Officers
2024
 
 
2,755,529
 
 
(1,818,705)
 
 
950,606
 
 
(857,492)
 
 
117,842
 
 
121,408
 
 
—
 
 
1,269,188
2023
 
 
3,479,800
 
 
(2,575,038)
 
 
1,857,038
 
 
679,286
 
 
396,053
 
 
53,736
 
 
—
 
 
3,890,876
2022
 
 
2,054,694
 
 
(1,168,919)
 
 
1,083,521
 
 
—
 
 
—
 
 
—
 
 
—
 
 
1,969,296
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Reflects, for our PEO, the applicable amounts reported in the “Summary compensation table total for PEO” column in the table above and the “Stock awards” column in the Summary Compensation Table, and for the non-PEO named executive officers, the amounts reported in the “Average summary compensation table total for non-PEO named executive officers” column in the table above and the average of the amounts reported in the “Stock awards” column in the Summary Compensation Table, in each case, in each of the fiscal years indicated.
(b)
Reflects either (i) the fair value, with respect to our PEO, or (ii) the average of the fair value, with respect to the non-PEO named executive officers, in each case, as of December 31 of the covered fiscal year of awards granted in the covered fiscal year that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year.
(c)
Reflects either (i) the change in fair value, with respect to our PEO, or (ii) the average of the change in fair value, with respect to the non-PEO named executive officers, in each case, from December 31 of the prior fiscal year to December 31 of the covered fiscal year of awards granted in a prior fiscal year that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year.
(d)
Reflects either (i) the fair value, with respect to our PEO, or (ii) the average of the fair value, with respect to the non-PEO named executive officers, in each case, as of the vesting date of awards granted in the covered fiscal year that also became vested (in whole or in part) during the covered fiscal year.
(e)
Reflects either (i) the change in fair value, with respect to our PEO, or (ii) the average of the change in fair value, with respect to the non-PEO named executive officers, in each case, from December 31 of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year.
(f)
Reflects, either (i) the fair value, with respect to our PEO, or (ii) the average of the fair value, with respect to the non-PEO named executive officers, in each case, as of the end of the prior fiscal year of awards that were granted in a prior fiscal year but failed to vest and were forfeited in the covered fiscal year.
   
Non-PEO NEO Average Total Compensation Amount $ 2,755,529 3,479,800 2,054,694
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,269,188 3,890,876 1,969,296
Adjustment to Non-PEO NEO Compensation Footnote
(3)
Represents the compensation actually paid to our PEO and to the non-PEO named executive officers in each of the fiscal years indicated, as computed in accordance with Item 402(v) of Regulation S-K and as set forth below:
 
 
 
 
As Reported in Summary
Compensation Table(a)
 
 
Equity Award Adjustments
Year
 
 
Total
($)
 
 
Stock
Awards
($)
 
 
Fair Value as of
the End of the
Fiscal Year of
Awards Granted
During the Fiscal
Year that
Remain
Outstanding as
of the End of the
Fiscal Year
($)(b)
 
 
Change in Fair
Value as of the
Last Day of the
Fiscal Year of
Awards Granted
in Prior Years
that Remain
Outstanding as
of the End of the
Fiscal Year
($)(c)
 
 
Fair Value as of
the End of the
Fiscal Year of
Awards Granted
During the Fiscal
Year that also
Vested During
the Fiscal Year
($)(d)
 
 
Change in Fair
Value as of
Vesting Date of
Awards Granted
in Prior Years
that Vest During
the Fiscal Year
($)(e)
 
 
Forfeiture of
Awards in the
Current Fiscal
Year that were
Granted in a
Prior Fiscal
Year
($)(f)
 
 
Total
Compensation
“Actually Paid”
($)
PEO
2024
 
 
8,337,369
 
 
(6,165,155)
 
 
3,222,340
 
 
(3,708,554)
 
 
399,549
 
 
515,403
 
 
—
 
 
2,600,952
2023
 
 
12,949,070
 
 
(10,752,925)
 
 
7,495,979
 
 
3,196,644
 
 
1,633,240
 
 
252,888
 
 
—
 
 
14,774,897
2022
 
 
5,687,373
 
 
(4,125,612)
 
 
3,824,204
 
 
—
 
 
—
 
 
—
 
 
—
 
 
5,385,965
Non-PEO Named Executive Officers
2024
 
 
2,755,529
 
 
(1,818,705)
 
 
950,606
 
 
(857,492)
 
 
117,842
 
 
121,408
 
 
—
 
 
1,269,188
2023
 
 
3,479,800
 
 
(2,575,038)
 
 
1,857,038
 
 
679,286
 
 
396,053
 
 
53,736
 
 
—
 
 
3,890,876
2022
 
 
2,054,694
 
 
(1,168,919)
 
 
1,083,521
 
 
—
 
 
—
 
 
—
 
 
—
 
 
1,969,296
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Reflects, for our PEO, the applicable amounts reported in the “Summary compensation table total for PEO” column in the table above and the “Stock awards” column in the Summary Compensation Table, and for the non-PEO named executive officers, the amounts reported in the “Average summary compensation table total for non-PEO named executive officers” column in the table above and the average of the amounts reported in the “Stock awards” column in the Summary Compensation Table, in each case, in each of the fiscal years indicated.
(b)
Reflects either (i) the fair value, with respect to our PEO, or (ii) the average of the fair value, with respect to the non-PEO named executive officers, in each case, as of December 31 of the covered fiscal year of awards granted in the covered fiscal year that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year.
(c)
Reflects either (i) the change in fair value, with respect to our PEO, or (ii) the average of the change in fair value, with respect to the non-PEO named executive officers, in each case, from December 31 of the prior fiscal year to December 31 of the covered fiscal year of awards granted in a prior fiscal year that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year.
(d)
Reflects either (i) the fair value, with respect to our PEO, or (ii) the average of the fair value, with respect to the non-PEO named executive officers, in each case, as of the vesting date of awards granted in the covered fiscal year that also became vested (in whole or in part) during the covered fiscal year.
(e)
Reflects either (i) the change in fair value, with respect to our PEO, or (ii) the average of the change in fair value, with respect to the non-PEO named executive officers, in each case, from December 31 of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year.
(f)
Reflects, either (i) the fair value, with respect to our PEO, or (ii) the average of the fair value, with respect to the non-PEO named executive officers, in each case, as of the end of the prior fiscal year of awards that were granted in a prior fiscal year but failed to vest and were forfeited in the covered fiscal year.
   
Compensation Actually Paid vs. Total Shareholder Return
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return (“TSR”) as a Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR Per $100”)
    
Compensation Actually Paid vs. Net Income
Relationship Between Compensation Actually Paid and Net Income
    
Compensation Actually Paid vs. Company Selected Measure
Relationship Between Compensation Actually Paid and Adjusted EBITDA
    
Total Shareholder Return Vs Peer Group
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return (“TSR”) as a Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR Per $100”)
    
Tabular List, Table
2024 Key Performance Measures
The table below contains an unranked list of the most important financial performance measures we use to link executive compensation actually paid to performance.
 
 
 
 
 
 
 
 
 
 
Key Financial Performance Measures
 
 
 
 
 
 
Adjusted EBITDA
 
 
 
 
 
 
Levered Free Cash Flow
 
 
 
 
 
 
Annual Free Cash Flow
 
 
 
 
 
 
 
 
 
 
    
Total Shareholder Return Amount $ 147 178 123
Peer Group Total Shareholder Return Amount $ 114 $ 129 $ 126
Company Selected Measure Amount 378,000,000 495,000,000 265,000,000
PEO Name Mr. Johnson Mr. Johnson Mr. Johnson
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest $ 446,000,000 $ 300,000,000 $ 3,907,000,000
Measure:: 1      
Pay vs Performance Disclosure      
Name Adjusted EBITDA    
Measure:: 2      
Pay vs Performance Disclosure      
Name Levered Free Cash Flow    
Measure:: 3      
Pay vs Performance Disclosure      
Name Annual Free Cash Flow    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (6,165,155) (10,752,925) (4,125,612)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,222,340 7,495,979 3,824,204
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (3,708,554) 3,196,644 0
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 399,549 1,633,240 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 515,403 252,888 0
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,818,705) (2,575,038) (1,168,919)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 950,606 1,857,038 1,083,521
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (857,492) 679,286 0
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 117,842 396,053 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 121,408 53,736 0
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Option Grant Practices
We have not historically granted stock options to our employees. We therefore (i) do not grant, and have not granted, stock options in anticipation of the release of material nonpublic information, (ii) we do not time, and have not timed, the release of material nonpublic information based on stock option grant dates or for the purpose of affecting the value of executive compensation and (iii) we do not take, and have not taken, material nonpublic information into account when determining the timing and terms of stock options. As stock options are not an element of employee compensation, we do not have a formal policy with respect to the timing of stock option grants, and we did not grant stock options or stock appreciation rights in 2024.
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