The board of directors of Seadrill Limited has approved a new management incentive plan (the "Plan") under which awards may be made to certain members of the Company's management and other leading employees. The Plan is designed to align the interests of eligible participants with those of the Company’s shareholders by providing long-term incentive compensation opportunities tied to the participants’ continued services to the Company and the performance of the Company and its shares.
The Plan provides that the remuneration committee of the board of directors of the Company (the “Committee”) may make various equity awards to participants, including Time-vested Restricted Stock Units (“TRSUs”) and Performance Restricted Stock Units (“PRSUs”), provided that the Plan is limited to a total of 2,910,053 common shares, representing approximately 5.5% of the fully-diluted common equity of Seadrill as provided for under the Plan of Reorganization of Seadrill Limited and its debtor affiliates pursuant to Chapter 11 of the United States Bankruptcy Code under which the Company emerged from bankruptcy on 22 February 2022. After approval of the Plan by the board of directors, the Committee made initial awards under the Plan including (i) a total of 128,759 TRSUs for management and employees, vesting ratably annually on each of the first three anniversaries of grant, subject to continued employment through such date, and (ii) a total of 300,435 PRSUs for management and employees, to vest in a cliff at the end of a three-year performance period subject to continued employment through such date and achieving certain performance objectives linked to the closing share price reaching certain levels for at least 45 consecutive trading days during the three-year performance period, as follows: 0% to vest if the share price is below 1.5X share price at the time of award (the “Original Share Price”), 50% to vest if the share price is equal to 1.5X the Original Share Price, 75% to vest if the share price is equal to 2X the Original Share Price, and 100% to vest if the share price is equal to 2.5X the Original Share Price. Vesting for achievement between any of these points shall be subject to straight-line interpolation. The Original Share Price was set by reference to the volume weighted average price of Seadrill Limited common shares one day prior to the approval of the Plan and grant of the awards. Vested TRSUs and PRSUs will be settled, at the discretion of the Committee, in cash or, subject to receiving the approval of shareholders of the Company at the next Annual General Meeting, shares of common stock in Seadrill. The magnitude of the initial awards under the Plan is designed to provide substantial and immediate alignment of the long-term interests of shareholders and participants in the Plan and reflects the fact that executives of the Company did not prior to approval of the Plan and the grants have any equity interests in the Company given the Company’s recent emergence from bankruptcy.
The primary insiders of the Company, Simon Johnson (Chief Executive Officer), Grant Creed (EVP, Chief Financial Officer), Leif Nelson (EVP, Chief Operations & Technology Officer), Torsten Sauer-Petersen (EVP, Human Resources) and Samir Ali (EVP, Chief Commercial Officer) have been awarded a total of 125,553 TRSUs and a total of 292,955 PRSUs under the Plan, as further described in the attached forms.
