SEADRILL LTD (SDRL)
Sector: Energy
2026 Annual Meeting Analysis
SEADRILL LTD · Meeting: June 3, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Re-Election of Directors
Robertson has served since February 2022 and brings extensive offshore drilling leadership experience; SDRL's 3-year total return of +24.6% outperforms the compensation peer group median of +19.2% by +5.4 percentage points, well below the 50-point underperformance threshold required to trigger a vote against, and she attended at least 94% of meetings.
Cahuzac has served since February 2022 with over 40 years of offshore energy experience; the TSR underperformance trigger does not apply given SDRL's strong positive 3-year return and peer outperformance, and he attended at least 94% of meetings.
Kjærvik has served since February 2022 and brings deep financial expertise in energy and maritime sectors relevant to the audit committee role; the TSR trigger does not apply, and he attended at least 94% of meetings.
McCollum has served since February 2022 and is a CPA and former CFO with extensive energy sector audit committee experience; the TSR trigger does not apply, and he attended at least 94% of meetings.
Quarls joined in April 2023 and brings energy sector management consulting expertise; he is within the 24-to-36-month range but the TSR trigger does not apply given peer outperformance, and he attended at least 94% of meetings.
Schultz has served since February 2022 and brings turnaround investing and offshore drilling board experience; the TSR trigger does not apply, and he attended at least 94% of meetings.
Smith has served since February 2022 and brings capital markets and restructuring expertise across resources and energy sectors; the TSR trigger does not apply, and he attended at least 94% of meetings.
Swinney joined in April 2023 and is a chartered accountant with deep finance and M&A experience well-suited for the audit committee; the TSR trigger does not apply given peer outperformance, and he attended at least 94% of meetings.
Zambelli joined in January 2023 and brings over 20 years of energy services operational, commercial and finance experience; the TSR trigger does not apply, and she attended at least 94% of meetings.
All nine directors pass policy screens: SDRL's 3-year total return of +24.6% outperforms the compensation peer group median by +5.4 percentage points, far short of the 50-point underperformance threshold needed to trigger a vote against any director; attendance is strong at 94%+ for all incumbents; the board is 100% independent per the company's bye-laws; and no overboarding, familial relationship, or independence concerns were identified.
Say on Pay
✓ FORCEO
Simon Johnson
Total Comp
$5,851,948
Prior Support
N/A
CEO Simon Johnson's total reported compensation of approximately $5.85 million for 2025 is reasonable for a CEO of a $2.9 billion offshore drilling company, representing a meaningful step down from $8.3 million in 2024 and $12.9 million in 2023 as the equity grant cycle normalized. The pay mix is heavily weighted toward variable compensation — the annual bonus was tied to measurable financial, safety, and operational goals (with cash flow performance resulting in zero payout on those metrics, reflecting genuine pay-for-performance discipline), and the long-term equity awards consist of 60% performance-based stock awards tied to multi-year total shareholder return and free cash flow targets and 40% time-vested restricted stock units. SDRL's 3-year total return of +24.6% outperforms the peer group median by +5.4 percentage points, supporting the view that above-threshold incentive pay is aligned with shareholder outcomes, and the company maintains a clawback policy meeting Dodd-Frank requirements.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP (United States)
Tenure
1 yrs
Audit Fees
$4,181,943
Non-Audit Fees
$425,674
PwC US was appointed in March 2025 as a first-year auditor following the company's transition from foreign private issuer status, so its tenure is approximately one year — far below the 25-year threshold that would raise independence concerns. Non-audit fees (tax fees of $23,574 plus other fees of $402,100, totaling $425,674) represent approximately 10.2% of audit fees of $4,181,943, well below the 50% threshold that would trigger a concern about auditor independence. PwC is a Big 4 firm fully appropriate for a $2.9 billion company with global operations.
Overall Assessment
The 2026 Seadrill annual meeting ballot is straightforward with no significant governance concerns: all nine incumbent directors pass TSR and independence screens, the newly appointed PwC US auditor has a clean first-year record with low non-audit fees, and the executive compensation program demonstrates genuine pay-for-performance discipline with zero payout on cash flow metrics that were missed and a meaningful reduction in total CEO pay from prior years. The only proposal requiring additional analysis beyond policy screens is the equity plan amendment (Proposal 6), which falls outside the current scope of this policy.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing