NOBLE CORP PLC, DEF 14A filed on 3/27/2025
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 Noble Corporation plc
Entity Central Index Key 0001895262
v3.25.1
Pay vs Performance Disclosure - USD ($)
5 Months Ended 12 Months Ended 55 Months Ended
May 21, 2020
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2024
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table  
Value of Initial Fixed
$100 Investment Based
On:
Year
Summary
Compensation
Table Total for
First
CEO(1)
($)
Summary
Compensation
Table Total for
Second or
Only CEO(2)
($)
Compensation
Actually Paid
to First CEO
($)(3)
Compensation
Actually Paid
to Second or
Only CEO
($)(3)
Average
Summary
Compensation
Table Total for
Non-CEO
NEOs(4)
($)
Average
Compensation
Actually Paid
to Non-CEO
NEOs(5)
($)
Total
Shareholder
Return(6)
($)
Peer Group
Total
Shareholder
Return (7)
($)
Net
Income
($M)
Company Selected Measure: Adjusted Free Cash Flow(8)
($M)
202412,036,504 4,090,517 2,752,954 1,251,463 135.06 115.05 448 293 
20239,647,383 34,874,444 2,361,871 6,063,404 197.37 129.88 482 197 
20227,436,048 33,884,450 2,041,762 7,066,846 152.36 127.17 169 165 
202125,270,516 38,099,613 5,033,297 7,386,178 100.24 79.17 352 (95)
20207,222,019 4,882,286 2,100,895 3,316,957 1,887,617 1,057,824 N/AN/A(3,987)151 
         
Company Selected Measure Name   Adjusted Free Cash Flow          
Named Executive Officers, Footnote   The Company had two CEOs during 2021. Effective as of the close of the Company’s Annual General Meeting of Shareholders held on May 21, 2020, Julie J. Robertson stepped down from her positions of President and Chief Executive Officer of the Company and transitioned to the position of Executive Chairman and Mr. Eifler, who formerly served as Senior Vice President—Commercial, succeeded Ms. Robertson as President and Chief Executive Officer. On February 5, 2021, when the Company successfully completed its financial restructuring and the Debtors emerged from the Chapter 11 Cases, Ms. Robertson retired from her position as Executive Chairman. The dollar amounts reported in this column are the amounts reported for Robert Eifler (the Company’s Chief Executive Officer) for each of the corresponding years in the “Total” column of our Summary Compensation Table. Refer to the “Summary Compensation Table.” In the 2024 proxy statement, the 2022 and 2023 Summary Compensation Table total values were presented incorrectly; the values have been restated in this disclosure. In last year’s proxy statement, the Summary Compensation Table total values for 2022 and 2023 were presented as $8,374,467 and $10,586,370, respectively The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs are a group (excluding Mr. Eifler and Ms. Robertson, as applicable) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs for each applicable year are as follows:    
•   2024: Richard B. Barker, Joey M. Kawaja, Blake A. Denton and Jennie P. Howard
•   2023: Richard B. Barker, Joey M. Kawaja, Blake A. Denton and Caroline M. Alting
•   2022: Richard B. Barker, William E. Turcotte, Joey M. Kawaja and Blake A. Denton
•   2021: Richard B. Barker, William E. Turcotte, Joey M. Kawaja and Blake A. Denton
•   2020: Richard B. Barker, William E. Turcotte, Joey M. Kawaja, Barry Smith and Stephen M. Butz
In the 2024 proxy statement, the 2022 and 2023 Summary Compensation Table total values were presented incorrectly; the values have been restated in this disclosure. In last year’s proxy statement, the Summary Compensation Table total values for 2022 and 2023 were presented as $2,261,706 and $2,631,036, respectively.
         
Peer Group Issuers, Footnote   The peer group used for this purpose is the OSX index.          
PEO Total Compensation Amount   $ 12,036,504 $ 9,647,383 $ 7,436,048 $ 25,270,516 $ 4,882,286  
PEO Actually Paid Compensation Amount   $ 4,090,517 34,874,444 33,884,450 38,099,613 3,316,957  
Adjustment To PEO Compensation, Footnote  
Compensation Actually Paid
CEO
20202021202220232024
Total Compensation for CEO as reported in SCT for the covered year$4,882,286 $25,270,516 $7,436,048 $9,647,383 $12,036,504 
Deduct pension values reported in SCT for the covered year— — — — — 
Deduct grant date fair value of equity awards reported in SCT for the covered year(1,114,516)(23,298,341)(5,913,496)(6,725,180)(7,997,410)
Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year— — — — — 
Add fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year— 36,134,522 9,277,181 8,990,179 5,000,823 
Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year— — — — — 
Add dividends paid on unvested shares/share units and stock options— — — — — 
Add the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year (450,813)— 20,937,860 6,106,106 (2,477,341)
Add the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year— — 2,146,857 16,855,956 (2,472,059)
Subtract the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year— (7,084)— — — 
Compensation Actually Paid$3,316,957 $38,099,613 $33,884,450 $34,874,444 $4,090,517 
         
Non-PEO NEO Average Total Compensation Amount   $ 2,752,954 2,361,871 2,041,762 5,033,297 1,887,617  
Non-PEO NEO Average Compensation Actually Paid Amount   $ 1,251,463 6,063,404 7,066,846 7,386,178 1,057,824  
Adjustment to Non-PEO NEO Compensation Footnote  
Compensation Actually Paid
Non-CEO NEOs
20202021202220232024
Total Compensation for Other NEOs as reported in SCT for the covered year$1,887,617 $5,033,297 $2,041,762 $2,361,871 $2,752,954 
Deduct pension values reported in SCT for the covered year(18,152)— — (6,201)— 
Deduct grant date fair value of equity awards reported in SCT for the covered year(584,520)(4,275,914)(1,385,999)(1,414,413)(1,721,110)
Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year— — — — — 
Add fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year— 6,631,721 2,174,375 1,886,830 1,103,214 
Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year— — — — — 
Add dividends paid on unvested shares/share units and stock options— — — — — 
Add the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year (227,121)— 3,842,700 1,011,881 (485,635)
Add the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year— — 394,008 2,223,436 (397,961)
Subtract the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year— (2,926)— — — 
Compensation Actually Paid to Other NEOs$1,057,824 $7,386,178 $7,066,846 $6,063,404 $1,251,463 
         
Compensation Actually Paid vs. Total Shareholder Return  
The charts below reflect the CAP to our CEO and other NEOs over the five-year period ended December 31, 2024 compared to our TSR, the TSR of our peer group, net income (loss) and adjusted free cash flow, respectively. With respect to CAP increase from 2021 to 2022, in connection with the Company’s emergence from bankruptcy in February 2021 all previously outstanding equity awards were cancelled. The ‘Emergence Grant’ equity awards granted in February 2021 were made using a price per share of $13.46 based on third- party implied market prices immediately prior to emergence, and in consultation with our creditors. The CAP for our CEO and other NEOs was primarily impacted by the Company’s share price appreciation of 180% from emergence through December 31, 2023. The charts below reflect the Company’s strong TSR performance relative to the OSX peer group since listing on the NYSE in June 2021 and strong adjusted free cash flow generation.
CAP vs Total Shareholder Return
1355
02 435406-3_icons_bar chart legends_DarkBlue.jpg 
Former CEO CAP
02 435406-3_icons_pie chart legends_green 30prcnt.jpg 
Current CEO CAP
04_PRO012101_gfx_Avg. NEO CAP_legend.jpg 
Avg. NEO CAP
02 435406-3_icons_bar chart legends_lightblue.jpg 
Noble TSR
02 435406-3_icons_bar chart legends_K30.jpg 
Peer Group TSR
         
Compensation Actually Paid vs. Net Income  
CAP vs Net Income
1361
02 435406-3_icons_bar chart legends_DarkBlue.jpg
Former CEO CAP
02 435406-3_icons_pie chart legends_green 30prcnt.jpg
Current CEO CAP
04_PRO012101_gfx_Avg. NEO CAP_legend.jpg 
Avg. NEO CAP
02 435406-3_icons_bar chart legends_lightblue.jpg 
Net Income
         
Compensation Actually Paid vs. Company Selected Measure  
CAP vs Adjusted Free Cash Flow
1368
02 435406-3_icons_bar chart legends_DarkBlue.jpg
Former CEO CAP
02 435406-3_icons_pie chart legends_green 30prcnt.jpg
Current CEO CAP
04_PRO012101_gfx_Avg. NEO CAP_legend.jpg 
Avg. NEO CAP
02 435406-3_icons_bar chart legends_lightblue.jpg 
Adjusted Free Cash Flow
         
Total Shareholder Return Vs Peer Group  
The charts below reflect the CAP to our CEO and other NEOs over the five-year period ended December 31, 2024 compared to our TSR, the TSR of our peer group, net income (loss) and adjusted free cash flow, respectively. With respect to CAP increase from 2021 to 2022, in connection with the Company’s emergence from bankruptcy in February 2021 all previously outstanding equity awards were cancelled. The ‘Emergence Grant’ equity awards granted in February 2021 were made using a price per share of $13.46 based on third- party implied market prices immediately prior to emergence, and in consultation with our creditors. The CAP for our CEO and other NEOs was primarily impacted by the Company’s share price appreciation of 180% from emergence through December 31, 2023. The charts below reflect the Company’s strong TSR performance relative to the OSX peer group since listing on the NYSE in June 2021 and strong adjusted free cash flow generation.
CAP vs Total Shareholder Return
1355
02 435406-3_icons_bar chart legends_DarkBlue.jpg 
Former CEO CAP
02 435406-3_icons_pie chart legends_green 30prcnt.jpg 
Current CEO CAP
04_PRO012101_gfx_Avg. NEO CAP_legend.jpg 
Avg. NEO CAP
02 435406-3_icons_bar chart legends_lightblue.jpg 
Noble TSR
02 435406-3_icons_bar chart legends_K30.jpg 
Peer Group TSR
         
Tabular List, Table  
Adjusted Free Cash Flow
Contract Drilling Margin
Absolute and Relative Total Shareholder Return (Matrix)
         
Total Shareholder Return Amount   $ 135.06 197.37 152.36 100.24    
Peer Group Total Shareholder Return Amount   115.05 129.88 127.17 79.17    
Net Income (Loss)   $ 448,000,000 $ 482,000,000 $ 169,000,000 $ 352,000,000 $ (3,987,000,000)  
Company Selected Measure Amount   293,000,000 197,000,000 165,000,000 (95,000,000) 151,000,000  
PEO Name Julie J. Robertson           Robert Eifler
Additional 402(v) Disclosure   The dollar amounts reported in this column represent the amount of “compensation actually paid” to our the CEOs, as calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by the NEOs. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In the 2024 proxy statement, the 2021-2023 Compensation Actually Paid values were presented incorrectly; the values have been restated in this disclosure. In last year’s proxy statement, the Compensation Actually Paid values for 2021-2023 were presented as $38,425,385, $33,943,858 and $34,564,735, respectively.The dollar amounts reported in this column represent the amount of “compensation actually paid” to our NEOs, as calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by the NEOs. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In the 2024 proxy statement, the 2021-2023 Compensation Actually Paid values were presented incorrectly; the values have been restated in this disclosure. In last year’s proxy statement, the Compensation Actually Paid values for 2021-2023 were presented as $7,445,966, $7,091,051 and $6,103,833, respectively.TSR is determined by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and June 9, 2021, the date of our relisting on the NYSE following our emergence from bankruptcy by (b) the Company’s share price on June 9, 2021. Legacy Noble filed its petition for bankruptcy and delisted from the NYSE on July 31, 2020 and therefore, in accordance the rules of the SEC, the Company is not providing a TSR or Peer Group TSR for 2020. In the 2024 proxy statement, the 2023 TSR value was presented incorrectly. The 2023 value is restated above using the correct TSR calculation methodology. In last year’s proxy statement, 2023 TSR was presented as $129.51.          
PEO Actually Paid Compensation Amount, Prior To Restatement     $ 34,564,735 $ 33,943,858 $ 38,425,385    
Non-PEO NEO Average Total Compensation Amount, Prior To Restatement     2,631,036 2,261,706      
Non-PEO NEO Average Compensation Actually Paid Amount, Prior To Restatement     6,103,833 7,091,051 7,445,966    
Total Shareholder Return Amount, Prior To Restatement     129.51        
Measure:: 1              
Pay vs Performance Disclosure              
Name   Adjusted Free Cash Flow          
Non-GAAP Measure Description   Adjusted Free Cash Flow for 2024 is equal to adjusted EBITDA minus capital expenditures, minus net interest expense, minus cash taxes, plus or minus changes in working capital, plus or minus cost to achieve synergies adjusted for any non-recurring items. Adjusted Free Cash Flow for 2023 is equal to adjusted EBITDA minus capital expenditures, minus cash interest expense, minus cash taxes, plus or minus changes in working capital, plus or minus certain non-recurring items and adjusted to exclude rig sale proceeds. Adjustments to 2020 – 2022 free cash flow also removed merger and integration related costs (which were included in the calculations for 2023 and 2024).          
Measure:: 2              
Pay vs Performance Disclosure              
Name   Contract Drilling Margin          
Measure:: 3              
Pay vs Performance Disclosure              
Name   Absolute and Relative Total Shareholder Return (Matrix)          
Robert Eifler [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount   $ 12,036,504 9,647,383 7,436,048 25,270,516 $ 4,882,286  
PEO Actually Paid Compensation Amount   4,090,517 34,874,444 33,884,450 38,099,613 3,316,957  
PEO Total Compensation Amount, Prior To Restatement     10,586,370 8,374,467      
Julie J. Robertson [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount           7,222,019  
PEO Actually Paid Compensation Amount           2,100,895  
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount   0 0 0 0 0  
PEO | Pension Adjustments Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount   0 0 0 0 0  
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount   (7,997,410) (6,725,180) (5,913,496) (23,298,341) (1,114,516)  
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   5,000,823 8,990,179 9,277,181 36,134,522 0  
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   (2,477,341) 6,106,106 20,937,860 0 (450,813)  
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount   0 0 0 0 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   (2,472,059) 16,855,956 2,146,857 0 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 (7,084) 0  
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount   0 0 0 0 0  
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount   0 (6,201) 0 0 (18,152)  
Non-PEO NEO | Pension Adjustments Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount   0 0 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   (1,721,110) (1,414,413) (1,385,999) (4,275,914) (584,520)  
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   1,103,214 1,886,830 2,174,375 6,631,721 0  
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   (485,635) 1,011,881 3,842,700 0 (227,121)  
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount   0 0 0 0 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   (397,961) 2,223,436 394,008 0 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 (2,926) 0  
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount   $ 0 $ 0 $ 0 $ 0 $ 0  
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The Company’s practice has been to award restricted stock units to new executives contemporaneously with their hire date and annually to current executives following the first quarter regularly-scheduled meeting of the Compensation Committee. These practices may change in the future. In 2024, we did not grant TVRSUs or PVRSUs in coordination with the release of material non-public information, and did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
Award Timing Method The Company’s practice has been to award restricted stock units to new executives contemporaneously with their hire date and annually to current executives following the first quarter regularly-scheduled meeting of the Compensation Committee. These practices may change in the future.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered In 2024, we did not grant TVRSUs or PVRSUs in coordination with the release of material non-public information, and did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value 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