Proxy Statement & Notice of Annua Meeting
A Message from Charles M. Sledge, our Board Chair
On behalf of the entire Board of Directors (the "Board") of Noble Corporation plc (the "Company" or "Noble"), we invite you to attend our 2026 Annual General Meeting on Wednesday, April 29, 2026. 2025 marked further exciting growth for the Company with the completed integration of Diamond Offshore Drilling, Inc. ("Diamond Offshore") and a notably strong year of commercial wins enhancing our backlog and our industry leadership position. Through our comprehensive strategic fleet transformation - formed by landmark M&A transactions (Diamond 2024, Maersk Drilling 2022, Pacific Drilling 2021), as well as the prudent retirement of cold stacked equipment and disposal of non-core jackups - Noble has become a market leader in high specification deepwater and ultra-harsh environment rigs. To underscore the sweeping extent of this transformation, 24 of the 29 rigs (excluding two rigs held for sale) in our fleet today have come via strategic acquisitions since 2021.
While our strategic activities have been vigorous, the men and women of Noble have maintained uncompromising standards of HSE, operational excellence and financial performance. In the face of cyclical oil market headwinds and softening offshore drilling market conditions in 2025, Noble generated yearly growth in adjusted EBITDA and significant yearly improvement in free cash flow. Additionally, we achieved a highly differentiated 15% yearly increase in contract backlog during 2025 ($7.0 billion at 12/31/2025 vs. $6.1 billion at 12/31/2024) amid a backdrop of broader industry backlog decline. These achievements are a strong testament to the success of our First Choice Offshore efforts across the organization.
While overall contracting activity industry-wide remains relatively subdued compared to the recent record levels witnessed in 2022-2023, there are emerging signs of improving industry utilization at the outset of 2026. Over the medium to longer term, as the world continues to rely on offshore and deepwater hydrocarbon production as a critical energy source, we believe in a positive fundamental outlook for our industry and Noble's strong competitive position.
Executing on our StrategyNoble remains committed to our First Choice Offshore ambition for employees, customers and shareholders. Our intentional and selective fleet optimization strategy - driven by M&A and refined by non-core asset disposals - has formed a fleet of high specification deepwater and ultra-harsh environment offshore rigs which represents one of the most modern, capable, and highly utilized fleets in the industry.
Our customer and workforce strategy are founded upon Noble's exceptional organizational strength and culture which have been enriched by the integration and onboarding of world class talent and best practices from our recent strategic combinations. We seek to empower and develop our highly talented and committed employees around the world to build meaningful careers and to align themselves with the success of Noble and our customers. We pursue and incentivize exacting standards for HSE, innovation and efficiency in order to manage our customers' most technically challenging and high-risk operations with unwavering reliability. It is this reliability that ultimately drives our commercial success over the long run.
Our First Choice Offshore proposition for shareholders rests on a straightforward financial strategy: to maintain a sound balance sheet and maximize equity value by generating and returning free cash flow to shareholders via dividends and share repurchases. During calendar year 2025, Noble executed on this financial strategy by distributing $320 million in dividends (following $278 million in 2024) and returning an additional $20 million via share repurchases (following $300 million in 2024).
Board Composition is a Key AssetOur Board reflects the diverse background and perspectives from the legacy Noble, Maersk Drilling and Diamond Offshore boardrooms, as further complemented and enhanced by the addition of the skillsets and experiences brought by the proposed addition of Erik Bergöö, a director nominee standing for election at the 2026 Annual General Meeting of the Company, and H. Keith Jennings, who joined in 2023. Our highly qualified directors are deeply engaged and committed to Noble's success, with each director offering unique and critical expertise from a range of energy and external industrial and public sector settings. Importantly, the strategic planning and execution of our successive business integrations have been greatly enhanced by the collaborative efforts and leadership of this group. I am grateful to each of our directors for their invaluable contributions and ask for your support for all nominees on this year's ballot.
A message from Charles M. Sledge, our Board ChairOngoing Commitment to Shareholder Engagement
Maintaining an active, open dialogue with our shareholders continues to be a top priority of the Board. Over the past year, in addition to investor conferences and non-deal roadshows, we have reached out to shareholders representing 61% of our outstanding shares as part of our seasonal shareholder outreach in order to solicit feedback on governance topics, Executive Compensation Program and our previous proxy statement, and members of our Board and management team had the pleasure of meeting with shareholders representing approximately 44% of our shares as part of this outreach initiative. These discussions have spanned a wide variety of topics, including capital allocation, governance, sustainability initiatives, our strategy for growth and long-term value creation and compensation matters such as selection of performance metrics. Shareholder concerns and advice on these and other topics are vital to our planning, and we remain committed to an open dialogue with shareholders in order to maximize value for the Company.
On behalf of the full Board, we thank you for your continued support and investment in the Company. We encourage you to vote for the proposals set forth in this proxy statement.
Sincerely,
Charles M. Sledge
Chairman of the Board of Directors
Notice of 2026 Annual General Meeting
of Shareholders
Date and Time: Location: Who Can Vote:
Wednesday, April 29, 2026, 11:30 a.m. Central Time
Our offices, 2101 CityWest Boulevard, Suite 600,
Houston, Texas 77042
Shareholders
who hold shares at 5:00 p.m. Eastern Time on March 6, 2026
To the shareholders of Noble Corporation plc:
Notice is hereby given that the 2026 annual general meeting of shareholders (the "Meeting") of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales ("Noble," or the "Company"), will be held on Wednesday, April 29, 2026, at 11:30 a.m., Central Time, as a physical meeting at our offices, 2101 CityWest Boulevard, Suite 600, Houston, Texas 77042.
The items of business proposed by the Company's board of directors (the "Board") are to consider and, if thought fit, pass the resolutions below. Resolutions 1-14 will be proposed as ordinary resolutions and 15 will be proposed as a special resolution.
Resolutions
(1)-(7) Election or re-Election of the seven director nominees by separate ordinary resolutions.
THAT Erik Bergöö be elected as a director of the Company.
THAT Patrice Douglas be re-elected as a director of the Company. THAT Robert W. Eifler be re-elected as a director of the Company.
THAT Claus V. Hemmingsen be re-elected as a director of the Company. THAT Alan J. Hirshberg be re-elected as a director of the Company.
THAT H. Keith Jennings be re-elected as a director of the Company. THAT Charles M. Sledge be re-elected as a director of the Company.
Ratification of Appointment of PricewaterhouseCoopers LLP (US) as Independent Registered Public Accounting Firm for Fiscal Year 2026.
THAT the appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for fiscal year 2026 be ratified.
Re-appointment of PricewaterhouseCoopers LLP (UK) as UK Statutory Auditor.
THAT PricewaterhouseCoopers LLP be re-appointed as the UK statutory auditors of the Company (to hold office from the conclusion of the Meeting until the conclusion of the next meeting at which the accounts and the reports of the directors and the auditors are laid before the Company).
Authorization of Audit Committee to Determine UK Statutory Auditors' Compensation.
THAT the Audit Committee be authorized to determine the remuneration of the Company's UK statutory auditors.
Approval by Advisory Vote of the Company's Executive Compensation.
THAT the compensation of the Company's named executive officers, as disclosed in the Company's proxy statement pursuant to the executive compensation disclosure rules promulgated by the U.S. Securities and Exchange Commission, be approved.
Approval by Advisory Vote of the Directors' Remuneration Report.
THAT the directors' remuneration report (other than the part containing the directors' remuneration policy) for the year ended December 31, 2025, which is set out in full as Appendix A of the Company's proxy statement of which the notice of meeting forms part, be approved.
Approval of the Directors' Remuneration Policy.
THAT the directors' remuneration policy, which is contained within the directors' remuneration report set out in full as Appendix A of the Company's proxy statement of which this notice of meeting forms part, be approved.
Authorization of the Board to Allot Shares.
THAT the directors of the Company be and are hereby generally and unconditionally authorized for the purposes of section 551 of the UK Companies Act 2006, in substitution for any prior authority conferred upon the directors of the Company (but without prejudice to any previous exercise of such authority and to the continuing authority of the directors of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made), to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or convert any security into, shares in the Company up to an aggregate nominal amount of $318.95, provided that (unless previously revoked, varied or renewed) this authority will expire on the date that is five (5) years from the date this resolution is passed, save that the Company may, before this authority expires, make offers or agreements which would or might require shares in the Company to be allotted, or rights to subscribe for, or to convert securities into, shares to be granted, after its expiry and the directors of the Company may allot shares or grant rights to subscribe for, or convert securities into, shares pursuant to any such offer or agreement as if this authority had not expired.
Authorization of the Board to Allot Shares without Rights of Pre-Emption.
THAT, subject to the passing of Resolution 14, the directors of the Company be and are hereby generally and unconditionally empowered pursuant to section 570 and section 573 of the UK Companies Act 2006 to allot equity securities (as defined in section 560 of the UK Companies Act 2006) of the Company for cash pursuant to the authority conferred by Resolution 14 and/or by way of a sale of treasury shares for cash as if section 561(1) of the UK Companies Act 2006 did not apply to any such allotment or sale, provided that (unless previously revoked, varied or renewed) this power will expire upon the expiry of the general authority conferred by Resolution 14, save that the directors of the Company may, before this power expires, make offers or agreements which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after its expiry, and the directors of the Company may allot equity securities and/or sell equity securities held as treasury shares pursuant to such offers or agreements as if this power had not expired.
Organizational Matters
We will also consider any other business that may properly come before the Meeting and any adjournment or postponement of the Meeting. All of our shareholders of record at 5:00 p.m. Eastern Time on March 6, 2026 are entitled to notice of, and to give voting instructions in respect of, the Meeting.
Each shareholder of record that is entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend, speak and vote at the Meeting instead of such shareholder. For shareholders of record, the record date in respect of entitlement to notice of, and to attend and vote at, the Meeting will be 5:00 p.m. Eastern Time on March 6, 2026. A proxy need not be a shareholder of the Company. On or about March 16, 2026, we plan to commence mailing a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and our 2025 Annual Report on Form 10-K (our "2025 10-K") via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can receive a paper copy of the proxy materials. Our 2025 10-K, Notice of Internet Availability of Proxy Materials and proxy card are also first being made available online on or about March 16, 2026.
Resolutions 1 through 14 will be proposed during the Meeting as ordinary resolutions, which means that, assuming a quorum is present, each such resolution will be approved if a simple majority of votes cast (whether in person or by proxy), for or against a resolution, are cast in favor of the resolution. Resolution 15 will be proposed as a special resolution and requires the affirmative vote of at least 75% of the votes cast (whether in person or by proxy) at the Meeting on Resolution 15.
Please note that shareholders of record attending the Meeting in person are required to show proper identification on the day of the Meeting. Beneficial shareholders and individuals acting as a proxy will be required to show a valid written legal proxy signed by the shareholder of record granting you the required authority to attend the meeting and vote such shares. In order to determine attendance correctly, any shareholder or proxy leaving the Meeting early or temporarily is requested to present such information upon exit.
Attendance, Voting and Other Procedures for Holders of Shares Held Through Euronext
For the holders of shares held through Euronext, a description of the procedures for attending and voting at the Meeting, including voting by proxy and copies of the relevant forms to be completed, are available at https://noblecorp.com/2026-Annual-General-Meeting. Please note that the procedures for the holders of shares held through Euronext are different to the procedures set out in this proxy statement for the holders of shares traded on the NYSE.
UK Annual Report and Accounts
During the Meeting, our Board will present our UK Annual Report, which includes our Statutory Accounts, the UK statutory Directors' Report, the UK statutory Directors' Remuneration Report, the UK statutory Directors' Remuneration Policy, the UK statutory Strategic Report and the UK statutory Auditors' Report for the year ended December 31, 2025. Our Board will also provide an opportunity for shareholders at the Meeting to raise questions in relation to the UK Annual Report. Copies of these materials are provided to all shareholders of record as well as our auditors, PricewaterhouseCoopers LLP, and may be obtained without charge by contacting Investor Relations at our offices located at 2101 CityWest Boulevard, Suite 600, Houston, Texas 77042 or online at https://www.noblecorp.com.
YOUR VOTE IS IMPORTANT. All shareholders or their proxies are cordially invited to attend, speak, and vote at the Meeting. We urge you, whether or not you plan to attend the Meeting, to vote by submitting your proxy or voting instruction by telephone, via the internet, or by marking, signing and returning your proxy form or voting instruction card.
Our proxy materials are also available at https://noblecorp.com/2026-Annual-General-meeting. By Order of the Board of Directors
Jennie Howard Corporate Secretary Houston, Texas March 16, 2026
Noble Corporation plc
(incorporated and registered in England and Wales under number 12958050)
Registered office: 3rd Floor 1 Ashley Road, Altrincham, Cheshire, WA14 2DT United Kingdom
Explanatory Note
As discussed in greater detail below, we have undertaken corporate actions and entered transactions that have affected our corporate structure. As a result, Noble is a successor issuer to Noble Cayman (as defined below), which is itself a successor issuer to Legacy Noble (as defined below). As used in this proxy statement, when discussing time periods including and after the Effective Date of the Business Combination (each as defined below), the terms "we," "us," "our," and the "Company" refer to Noble and, as appropriate, its subsidiaries, the terms "Board" and "Compensation Committee" refer to the board of directors of Noble and the compensation committee of the board of directors of Noble, and the terms "share," "shares," or "shareholders" refer to Noble's class A ordinary shares ("Ordinary Shares") and shareholders.
When discussing time periods prior to the Effective Date of the Business Combination (each as defined below), the terms "we," "us," "our," and the "Company" refer to Noble Cayman and, as appropriate, its subsidiaries, the terms "Board of Directors" and "Compensation Committee" refer to the board of directors of Noble Cayman and the compensation committee of the board of directors of Noble Cayman, and the terms "share," "shares," or "shareholders" refer to Noble Cayman's ordinary shares and shareholders; provided that to the extent we discuss periods prior to February 5, 2021, the terms "we," "us," "our," and the "Company" refer to Legacy Noble and, as appropriate, its subsidiaries, the terms "Board of Directors" and "compensation committee" refer to the board of directors of Legacy Noble and the compensation committee of the board of directors of Legacy Noble, and the terms "share," "shares," or "shareholders" refer to Legacy Noble's ordinary shares and shareholders.
Emergence from bankruptcy in 2021. On July 31, 2020, our former parent company, Noble Holding Corporation plc (formerly known as Noble Corporation plc), a public limited company incorporated under the laws of England and Wales ("Legacy Noble"), and certain of its subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas seeking relief under chapter 11 of title 11 of the United States Code. In connection with these chapter 11 proceedings, on and prior to the Emergence Date (as defined below), Legacy Noble and certain of its subsidiaries effected certain restructuring transactions pursuant to which Legacy Noble formed Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability ("Noble Cayman"), as an indirect wholly-owned subsidiary of Legacy Noble and transferred to Noble Cayman substantially all of the subsidiaries and other assets of Legacy Noble. On February 5, 2021 (the "Emergence Date"), Noble Cayman and its subsidiaries emerged from the chapter 11 proceedings, and Noble Cayman became the new parent company.
Business Combination with Maersk Drilling in 2022. On September 30, 2022 (the "Effective Date"), as a result of certain intercompany transactions relating to the Business Combination (as defined below), Noble became the ultimate parent of Noble Cayman and its respective subsidiaries, and the Ordinary Shares of Noble began trading on the New York Stock Exchange (the "NYSE") under the symbol "NE." On October 3, 2022 (the "Closing Date"), Noble completed a voluntary tender exchange offer to the shareholders of The Drilling Company of 1972 A/S, a Danish public limited liability company ("Maersk Drilling") (the "Offer" and, together with other transactions, the "Business Combination"). Upon consummation of the Offer, because Noble had acquired more than 90% of the issued and outstanding shares of Maersk Drilling, Noble redeemed all remaining Maersk Drilling shares not exchanged in the Offer under Danish law by way of a compulsory purchase (the "Compulsory Purchase"). Upon completion of the Compulsory Purchase, Maersk Drilling became a wholly owned subsidiary of Noble.
Acquisition of Diamond Offshore Drilling in 2024. On June 9, 2024, Noble entered into an agreement and plan of merger (the "Diamond Merger Agreement") with Diamond Offshore Drilling, Inc. ("Diamond"), Dolphin Merger Sub 1, Inc., and Dolphin Merger Sub 2, Inc., under which Noble would acquire Diamond in a stock plus cash transaction (the "Diamond Transaction"). On September 4, 2024, Noble completed its acquisition of Diamond. Pursuant to the terms and conditions set forth in the Diamond Merger Agreement, Diamond shareholders received 0.2316 shares of Noble, plus cash consideration of $5.65 per share for each share of Diamond.
Forward-Looking Statements
This Schedule 14A Information and proxy statement pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements other than statements of historical facts included in this filing are forward looking statements. Forward-looking statements involve risks, uncertainties and assumptions, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. When used in this filing, or in the documents incorporated by reference, the words "guidance," "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "on track," "plan," "possible," "potential," "predict," "project," "should," "would," "achieve," "shall," "target," "will," and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. Forward-looking and other statements in this proxy statement may also address our sustainability progress, plans, and goals (including environmental matters), and the inclusion of such statements is not an indication that these contents are necessarily material to the Company, investors or other stakeholders or required to be disclosed in our filings under the U.S. securities laws or any other laws or requirements applicable to the Company. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. These forward-looking statements speak only as of the date of this filing and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. Risks, uncertainties and assumptions include, but are not limited to, those detailed in Noble's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the U.S. Securities and Exchange Commission (the "SEC"). We cannot control such risk factors and other uncertainties, and, in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us. With respect to our capital allocation policy, distributions to shareholders in the form of either dividends or share buybacks are subject to the Board of Directors' assessment of factors such as business development, growth strategy, current leverage, and financing needs. There can be no assurance that a dividend will be declared or continued.
Table of Contents
About Noble 1
Business Strategy 1
Board Process and Independent Review of 33
Compensation Program
Sustainability 3
Benchmark Peer Group 34
TSR Peer Group 34
2025 Highlights 3
Proxy Statement 4
General 4
Voting and Other Procedures Related to the 4
Annual General Meeting
Resolutions 1, 2, 3, 4, 5, 6 & 7 8
Election or re-Election of Directors 8
How Compensation Components are 35
Determined
Share Ownership Policy and Holding 40
Requirements
Hedging and Pledging; Securities Trading Policy 41
Equity Grant Practices 41
Clawback Provisions 41
Severance Plans 42
Compensation Committee Report | 43 |
Summary Compensation Table | 44 |
Grants of Plan-Based Awards | 46 |
Outstanding Equity Awards at Fiscal Year-End | 47 |
Policies and Procedures Relating to Transactions 16 with Related Persons
Corporate Governance 19
Security Ownership of Certain Beneficial Owners 17 and Management
Board Independence 19
Stock Vested 48
Board Committees, Meetings and Other Governance Matters
20 Pension Benefits 49
Attendance Policy 24
Board Leadership Structure 25
Board and Committee Evaluation 25
Risk Management Oversight 26
Shareholder Communications with Directors 27
Director Onboarding 27
Director Education 28
Compensation Discussion and Analysis 29
Delinquent Section 16(a) Reports 28
Noble Services Company LLC Salaried 49
Employees' Retirement Plan
Potential Payments on Termination or Change 50
of Control
CEO Pay Ratio 53
Pay versus Performance 54
Equity Plan Compensation Information 53
2025 Pay versus Performance Table 54
Director Compensation 58
Pay-for-Performance Alignment 56
Our NEOs 29
Executive Summary 29
Shareholder Engagement & Say-on-Pay 31
Compensation Philosophy and Objectives 33
Director Compensation Program 58
61
Report of the Audit Committee
60
Auditors
Director Compensation for 2025 59
Table of Contents
Resolutions 8, 9 & 10 62
Resolution 14 67
Ratification of Appointment of 62
PricewaterhouseCoopers LLP (US) as Independent Registered Public Accounting Firm for Fiscal Year 2026
Re-Appointment of PricewaterhouseCoopers LLP 62
(UK) as UK Statutory Auditor
Authorization of Audit Committee to Determine 62
Resolution 11 64
UK Statutory Auditor's Compensation
Authorization of the Board to Allot Shares 67
Resolution 15 69
Authorization of the Board to Allot Shares 69
Other Matters 71
without Rights of Pre-Emption
Shareholder Proposals and Nominations for 71
Our 2027 Annual General Meeting
Approval by Advisory Vote of the Company's 64
Executive Compensation
Resolution 12 65
Approval by Advisory Vote of the Directors' 65
Remuneration Report
Resolution 13 66
Incorporation by Reference 71
Available Information 72
Audit Matters 72
Information Available on Website 72
Communication 72
Corporate Representatives 73
Nominated Persons 73
Appendix A A-1
Approval of the Directors' Remuneration Policy 66
About Noble
Noble Corporation plc ("Noble") is a leading offshore drilling contractor for the oil and gas industry. We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. We focus on a high-specification fleet of floating and jackup rigs and the deployment of our drilling rigs in oil and gas basins around the world. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. As of the date of this proxy statement, our fleet of 31 drilling rigs consisted of 25 floaters and 6 jackups.
Business Strategy
Mission Vision
Our mission is Drilling to Power the World Responsibly.
We strive to be the leading offshore driller by being the first choice for employees, customers and investors.
Our business strategy is centered around providing efficient, reliable and safe offshore drilling services to our customers. Our strategic initiatives over the past five years have created one of the highest specification fleets in the industry, with global scale and diversification and industry-leading backlog.
Our fleet consists predominately of technologically advanced units, equipped with sophisticated systems and components prepared to execute our customers' increasingly complicated offshore drilling programs safely and with greater efficiency. We are primarily focused on the ultra-deepwater market and the ultra-harsh environment jackup markets, which typically are more technically challenging markets in which to operate.
We emphasize safe operations, environmental stewardship, and superior performance through a structured management system, the employment of qualified and well-trained crews and onshore support staff, the care of our surroundings and the neighboring communities where we operate, and other activities advancing our sustainability, social responsibility, and good governance. We also manage rig operating costs through the implementation and ongoing improvement of innovative systems and processes, which includes the use of data analytics and predictive maintenance technology.
Our organization prioritizes financial discipline, cash flow generation and returning cash to shareholders. Management plans to continue to evaluate our balance sheet and focus on enabling our fleet of floating and jackup rigs to meet the demands of increasingly complex drilling programs required by our customers.
About NobleWe are committed to ongoing improvement and a sustainable energy future, supported by our efforts to protect the environment throughout our operations and safely provide reliable and efficient services to allow access to resources essential for human and economic prosperity. We actively look to collaborate with our customers to evaluate economic alternatives for reducing the carbon footprint of our drilling rigs. Oversight of our sustainability is at the Board level, with the safety and sustainability committee of the Board (the "Safety & Sustainability Committee") assisting in that oversight role with respect to the Company's sustainability policies and practices.
Noble - First Choice Offshore
The Company's strategy has been focused on delivering industry-leading shareholder returns, including executing on, and integrating, inorganic growth opportunities. The Company's performance highlights for 2025 include:
Leadership position in shareholder returns in the offshore drilling sector, with $320 million in dividends paid and $20 million of share repurchases.
Differentiated Backlog Growth
Expanded backlog by 30% year-on-year to $7.5 billion as of February 2026, while the combined backlog of our three largest peers declined by 9% over the comparable period.
Significant backlog expansion was underpinned by long-term contract awards for six deepwater rigs with Shell, TotalEnergies and bp throughout the United States Gulf of America and Suriname basins with an average duration of three years per rig.
Customer Satisfaction proven by high satisfaction scores (ranging from 6.2 to 6.6 out of 7) from January 1, 2023 through to December 31, 2025 and averaging 6.5 out of 7 in 2025.
Seamless operation integration highlighted by 96.9% revenue efficiency and strong Health, Safety and Environment (HSE) performance across the fleet.
Sustainability
As a responsible drilling contractor with a comprehensive approach to sustainability, Noble remains committed to building on the Company's strategy of enabling long-term sustainable value creation. Noble's sustainability mission is to help provide affordable energy efficiently, safely and sustainably, by leveraging longstanding customer relationships and unique innovation capabilities. Noble continues leveraging sustainability as a driver of business resilience and value creation, helping to ensure that our approach to sustainability reporting not only meets regulatory expectations but also supports sustainable growth and long-term shareholder returns.
In 2025, in alignment with Noble's First Choice Offshore strategy, we continued to place strong priority on advancing energy efficiency and lowering fuel consumption within our broader sustainability efforts. We anticipate progressing a clear roadmap toward a 20% carbon-intensity reduction by 2030, and we believe these efforts to support customer value and competitive positioning. Taken together, these initiatives are intended to lower well delivery costs and strengthen our competitive differentiation by linking efficiency gains to tangible value for our customers and shareholders.
2025 HighlightsIn 2025, Noble has progressed on several sustainability initiatives. Highlights for 2025 are listed below according to the Noble's sustainability framework pillars.
SUSTAINABLE ENERGY FUTURE
Energy Efficiency Progress
Noble advanced its energy-efficiency goals by deploying an Energy Management System, expanding real-time digital dash-boards, and accelerating crew-driven initiatives within EnergyWise (i.e., Noble's sustainable behavior program focused on identifying and implementing ways to build energy efficiency operations offshore, officially launched in 2024) to reduce fuel use and energy waste across the fleet.
ISO 14001 Achievement
Noble Stanley Lafosse achieved ISO 14001 certification on its first attempt with zero major nonconformities, advancing Noble's environmental leadership and expanding fleetwide certification efforts.
CARING FOR PEOPLE
Workforce Training Enhancement
Noble enhanced employee development through LinkedIn Learning, global Learning Lab knowledge-sharing, and Noble Offshore Readiness Training Hub (NORTH) training for over 300 new hires across nine countries.
Future Talent Development
Noble strengthened future talent development through hands-on U.S. and Poland internships and the University of Texas Co-Innovation Challenge, engaging nearly 100 students and generating 15 innovative industry concepts.
RESPONSIBLE BUSINESS
Charitable Giving Governance
Noble adopted a Charitable Contributions Policy, setting eligibility criteria and approval process under Charitable Contributions Committee oversight to strengthen governance, ensure ethical compliance, and direct funds toward measurable, impact-focused outcomes.
Verified GHG Reporting
Noble's 2023-2024 GHG inventory successfully underwent independent verification. Noble is focused on transparent reporting, sustainability and continuous improvement, and its reporting is aligned with recognized reporting criteria.
Noble Corporation plc 3rd Floor, 1 Ashley Road Altrincham, Cheshire
United Kingdom WA14 2DT
Proxy Statement for Annual General Meeting of Shareholders
To Be Held on Wednesday, April 29, 2026
GeneralThis proxy statement is furnished to shareholders of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales ("Noble"), in connection with the solicitation by our board of directors ("Board") of proxies for use at the annual general meeting of shareholders to be held on Wednesday, April 29, 2026, at 11:30 a.m., Central Time, as a physical meeting at our offices, 2101 CityWest Boulevard, Suite 600, Houston, Texas 77042, for the purposes set forth in the accompanying notice (the "Meeting"). We intend to hold the Meeting as a physical, in-person meeting at the location specified above.
The holders of at least a majority of the Company's outstanding Class A ordinary shares (the "Ordinary Shares") must be present in person or by proxy at the physical location of the Meeting in order for a quorum to be present. Votes may only be cast in person or by proxy at the physical location of the Meeting. Shareholders are therefore encouraged to submit their proxies as early as possible, even if they currently intend to attend the Meeting in person.
The approximate date of first mailing of this proxy statement and the accompanying proxy card is March 16, 2026. References to "Noble," the "Company," "we," "us," or "our" include Noble together with its subsidiaries, unless the context indicates otherwise.
Voting and Other Procedures Related to the Annual General MeetingRecord Date and Persons Entitled to Vote
The Board has set 5:00 p.m. Eastern Time on March 6, 2026 as the record date for determining the holders of record that are entitled to notice of, and to give voting instructions in respect of, the Meeting. Beneficial holders of shares (i.e., those who are not shareholders of record but hold shares through a shareholder of record as further described below) are only entitled to instruct their bank, broker, or other holder of record how to vote at the Meeting if they held their book entry interest as at 5:00 p.m. Eastern Time on March 6, 2026. For shareholders of record, the record date in respect of entitlement to notice of, and to attend and vote at, the Meeting will also be 5:00 p.m. Eastern Time on March 6, 2026.
At 5:00 p.m. Eastern Time on the record date, there were 159,473,433 Ordinary Shares of Noble outstanding and entitled to vote at the Meeting. Each Ordinary Share is entitled to one vote.
Procedure to Access Proxy Materials Over the Internet
Your Notice of Internet Availability of Proxy Materials, or (if you received paper copies of the proxy materials) your proxy card or voting instruction form, will contain instructions on how to view our proxy materials on the Internet for the Meeting.
Our proxy materials are also available at www.proxyvote.com and at https://noblecorp.com/2026-Annual-General-meeting.
Shareholders of Record and "Street Name"
Shareholder of Record. If your Ordinary Shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered a "shareholder of record" with respect to those shares, and you are receiving these proxy materials directly from us. As the shareholder of record, you have the right to mail your proxy card directly to us or to vote in person at the Meeting.
Street Name Shareholder. If your shares are held in a stock brokerage account, by a bank or other holder of record (commonly referred to as being held in "street name"), you are the "beneficial owner" with respect to those shares and these proxy materials are being forwarded to you by that custodian.
As a street name holder, you have the right to direct your broker, bank or other nominee how to vote your shares and you are also invited to attend the Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the Meeting unless you obtain a signed legal proxy from the shareholder of record giving you the right to attend and vote the shares. Should you wish to vote your shares but not attend the Meeting in person, your broker, bank or other nominee has provided voting instructions for you to use in directing the broker, bank or other shareholder of record how to vote your shares. If you fail to provide sufficient instructions to your broker, bank or other shareholder of record, the shareholder of record may be prohibited from voting your shares as discussed elsewhere in this proxy statement.
How to Vote
The Board encourages you to exercise your right to vote. Your vote is important. Beneficial holders can vote by providing a voting instruction to their relevant broker, bank or other shareholder of record on how to vote their shares at the Meeting. Providing your voting instruction means you authorize nominated representatives to vote your shares at the Meeting in the manner you direct.
If you are a shareholder of record (as described above), there are two ways to vote your shares:
By Internet-You may vote over the Internet at www.proxyvote.com by following the instructions in the Notice of Internet Availability or, if you received your proxy materials by mail, by following the instructions on the proxy card.
By mail-If you received proxy materials by mail, you may appoint a proxy and provide voting instructions by mail by marking, dating, signing, and returning the proxy form in the postage-paid envelope.
If you are a beneficial holder (as described above), there are generally three ways to vote your shares:
By Internet-You may vote over the Internet at www.proxyvote.com by following the instructions in the Notice of Internet Availability or, if you received your proxy materials by mail, by following the instructions on the voting instruction form.
By telephone-Street name holders located in the United States that receive proxy materials by mail may vote by telephone by calling 1-800-454-8683 and following the instructions on the voting instruction form.
By mail-If you received proxy materials by mail, you may provide voting instructions by mail by marking, dating, signing, and returning the voting instruction form in the postage-paid envelope.
Appointment of proxies via telephone (for street name holders only) and internet will be available 24 hours a day, and appointment or revocation of proxies will close at 11:59 p.m. Eastern Time on April 27, 2026.
Appointing a proxy will not limit the right of a shareholder of record to vote at the Meeting if they decide to attend in person. The Board recommends that you appoint a proxy or provide voting instructions because most shareholders do not choose to attend the Meeting in person.
If you are a beneficial holder, you will receive instructions from the bank, broker or other shareholder of record of your shares. You must follow the instructions of such bank, broker or other shareholder of record in order for your shares to be voted. If such instructions differ from those outlined above, you should follow the instructions provided by the bank, broker or other shareholder of record of your shares. If you attend the Meeting in person, to vote shares held in the name of a bank, broker or other shareholder of record, you must obtain a legal proxy, executed in your favor, from the applicable bank, broker or other shareholder of record to be able to vote at the Meeting.
Proxy StatementThe shares represented by all valid proxies received will be voted in the manner specified. Where specific choices are not indicated, the shares represented by all valid proxies will be voted:
for the nominees for directors named in Resolutions 1-7;
for the resolutions relating to the ratification of the appointment of PricewaterhouseCoopers LLP (US) as the independent registered public accounting firm, the appointment of PricewaterhouseCoopers LLP (UK) as UK statutory auditor, and the authority to set the compensation of PricewaterhouseCoopers LLP (UK) as set forth in Resolutions 8-10;
for the approval of the advisory resolutions on executive compensation and director remuneration as set forth in
Resolutions 11 and 12;
for the approval of the directors' remuneration policy as set forth in Resolution 13;
for the authorization of the Board to allot shares under section 551 of the UK Companies Act 2006 ("UK Companies Act") as set forth in Resolution 14;
for the authorization of the Board to allot shares without rights of pre-emption as set forth in Resolution 15; and
if any other matters are properly presented at the Meeting (including any motion to adjourn the Meeting), at the direction of the Chair of the Meeting.
How to Change Your Vote; Revocability of Proxy
If you are a shareholder of record, you may later revoke your proxy appointment by:
sending a written statement to that effect to the Corporate Secretary at the address listed on page 71 of this proxy statement;
appointing a proxy again by the Internet (only the last vote cast and the last proxy appointed will be treated as valid), provided that you do so before 11:59 p.m. Eastern Time on April 27, 2026;
submitting a properly signed proxy with a later date; or
voting in person at the Meeting.
If you are a street name holder, you may later revoke your voting instructions by following the procedures provided by your bank, broker or other nominee.
Quorum
In order for us to hold our Meeting, holders of a majority of the shares issued and outstanding and entitled to vote at the Meeting must be present in person or by proxy at the Meeting.
This is referred to as a quorum. Abstentions and "broker non-votes" will be counted as present for purposes of determining a quorum.
Routine and Non-Routine Matters; Abstentions and Broker Non-Votes
The New York Stock Exchange ("NYSE") permits brokers to vote their customers' shares held in street name on certain routine matters when the brokers have not received voting instructions from their customers. The NYSE does not, however, allow brokers to vote their customers' shares held in street name on non-routine matters unless they have received voting instructions from their customers. Generally, in such cases, the uninstructed shares that the broker is unable to vote are called "broker non-votes." Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, we urge you to direct the bank, broker or other shareholder of record that holds your shares how to vote your shares on all proposals to ensure that your vote is counted.
Abstentions and "broker non-votes," to the extent any, will be considered as present for quorum purposes, but will not be considered as votes cast and, thus, will not be counted in the votes "for" or "against" a resolution.
Vote Required for Each Resolution
Subject to disenfranchisement in accordance with applicable law and/or the Company's Articles of Association, each of the resolutions shall be decided on a poll in accordance with the Company's Articles of Association whereby each shareholder of record present in person or by proxy is entitled to one vote for every share held.
Approval of all resolutions, except for Resolution 15, requires the affirmative vote of a simple majority of the votes cast on such resolution at the Meeting in person or by proxy. With respect to the non-binding advisory votes on Resolutions 11 and 12, the Board values the opinions of the Company's shareholders as expressed through their advisory votes on such non-binding resolutions. Accordingly, the Board will review and consider the voting results on such resolutions.
Resolution 15 will be proposed as a special resolution and requires the affirmative vote of at least 75% of the votes cast, whether in person or by proxy, at the Meeting on Resolution 15.
Abstentions and "broker non-votes," to the extent any, have no effect on any of the resolutions and will not be counted in the votes "for" or "against" a resolution.
Proxy Solicitation
Noble is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing, and distributing the notices and these proxy materials and soliciting votes. In addition to sending you these materials or otherwise providing you access to these materials, some of our directors and officers as well as management and non-management employees may contact you by telephone, mail, e-mail, or in person. You may also be solicited by means of press releases issued by the Company, postings on our website at https://www.noblecorp.com, advertisements in periodicals, or other media forms. None of our officers or employees will receive any extra compensation for soliciting you. We will also reimburse banks, nominees, fiduciaries, brokers, and other custodians for their costs of sending the proxy materials to the beneficial owners of our shares. In addition, to assist us with our solicitation efforts, we have retained the services of Georgeson for a fee of approximately $17,500, plus out-of-pocket expenses.
Tabulation
Representatives of Broadridge will tabulate and certify the vote at the Meeting.
Results of the Vote
We will announce the preliminary voting results at the Meeting and disclose the final voting results in a current report on Form 8-K filed with the SEC within four business days of the date of the Meeting unless only preliminary voting results are available at the time of filing the Form 8-K, in which case, to the extent necessary, we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known. You may access or obtain a copy of these and other reports free of charge on the Company's website at www.noblecorp.com. Also, the referenced Form 8-K, any amendments thereto and other reports we file with the SEC are available to you over the Internet at the SEC's website at www.sec.gov. Additionally we will announce final results of the Meeting and publish them on our website.
Householding
We participate, and some brokers, banks, trustees, custodians, and other nominees may be participating, in the practice of "householding" proxy materials. This procedure allows multiple shareholders residing at the same address the convenience of receiving a single proxy statement and Annual Report on Form 10-K and Notice of Internet Availability. If you receive a single set of proxy materials as a result of householding and you would like to have separate copies of our proxy statement and Annual Report on Form 10-K or Notice of Internet Availability mailed to you, please submit a request to imacpherson@noblecorp.com or call our Investor Relations department at 713-239-6019, and we will promptly send you the requested materials. You can also contact our Investor Relations department if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future, or if you would like to opt out of householding for future mailings.
If shareholders received one set of materials due to householding, they may revoke their consent for future mailings at any time by contacting Broadridge via:
Phone Number: 1-866-540-7095.
Mail: Broadridge Householding department, 51 Mercedes way, Edgewood, NY, 11717.
Resolutions 1, 2, 3, 4, 5, 6 & 7
Election or re-Election of DirectorsAll of the director nominees named herein will be standing for election or re-election at this Meeting. The Board, based on the recommendation of the nominating and governance committee of the Board (the "Nominating & Governance Committee"), has recommended and nominated Erik Bergöö, Patrice Douglas, Robert W. Eifler, Claus
V. Hemmingsen, Alan J. Hirshberg, H. Keith Jennings and Charles M. Sledge for election or re-election as directors of the Company. All of the director nominees are current members of the Board, except Mr. Bergöö.
All directors are subject to annual re-election at the next annual general meeting of the Company. If elected, all of the director nominees will serve until the 2027 annual general meeting.
The individuals nominated for election or re-election at the Meeting will be elected or re-elected (as the case may be) by a simple majority of the votes cast on each resolution at the Meeting in person or by proxy.
Approval of each of the resolutions requires the affirmative vote of at least a simple majority of the votes cast on each resolution at the Meeting in person or by proxy.
Recommendation
Our Board unanimously recommends that you vote FOR the following resolution:
Resolutions
THAT Erik Bergöö be elected as a director of the Company.
THAT Patrice Douglas be re-elected as a director of the Company.
THAT Robert W. Eifler be re-elected as a director of the Company.
THAT Claus V. Hemmingsen be re-elected as a director of the Company.
THAT Alan J. Hirshberg be re-elected as a director of the Company.
THAT H. Keith Jennings be re-elected as a director of the Company.
THAT Charles M. Sledge be re-elected as a director of the Company.
Summary of Director Nominee Skills, Experience and Characteristics
The director skills matrix assists the Board in considering the appropriate balance of experience, skills and attributes required of a director and to be represented on the Board as a whole. The skills matrix was developed after considering the Company's near and long-term strategies and is intended to identify skills and attributes that will assist the Board in exercising its oversight function. The skills matrix assists in determining whether a potential Board member's skills would complement the skills of the current Board members. The matrix is a summary of key skills; it does not include all of the skills, experiences and qualifications that each director nominee offers, and the fact that a particular experience, skill or qualification is not listed does not mean that a director does not possess it.
Our Board reflects the variety of experiences, perspectives and skillsets of a highly qualified group of professionals, with each director offering unique, critical and complementary expertise from a range of varied sectors relevant to the Company and its business, including, among others, energy and energy exploration, offshore industry, oilfield services, and external industrial settings. The productive engagement and leadership of this group, deeply committed to the Company's success, have fostered collaborative alignment on the Company's key goals and execution against our objectives. While we continuously assess the composition of our Board through our refreshment practices and nomination guidelines, as described in more detail below, we strongly believe that the director nominees reflect the right Board composition to capitalize on the strategic positioning of the Company and deliver against our plans. Among our director nominees, one director is a woman and one director is African American, and the nominees collectively represent four different nationalities.
Mr. Bergöö
Ms. Douglas
Mr. Eifler
Mr. Hemmingsen
Mr. Hirshberg
Mr. Jennings
Mr. Sledge
Skill
Energy / Operations
Drilling / OFS (subset of skill above)
Finance / Treasury
Accounting
Legal / Gov't
Company Customers / Marketing
Administration / HR
Technical / Engineer
International Business
Strategic Planning
Innovation (Technology/AI)
Branding / Communications
Cyber Security
Environmental / Social
Corporate Governance
Risk Management
Director Nominee Characteristics
Director Independence Director Tenure Age2
71.4%
Independent
5
1
Average Tenure:
2
4
years
4
Average Age:
57
years
2
5
Independent ⚫ Non-independent
Under 5 years ⚫ 5 years ⚫ Over 5 years
45-54 years ⚫ 55-64 years
Including Erik Bergöö (should he be elected at the Meeting), the Company has appointed five new Directors over the last Five Years.
Director Nominees
(SERVING A TERM EXPIRING AT THE ANNUAL GENERAL MEETING IN 2027)
1 | Erik Bergöö
Age: 47
Director since:
Nominee
Mr. Bergöö was named Head of Shipping and Offshore Portfolio at A.P. Møller Holding A/S, an investment company and parent company of the A.P. Møller Group, in July 2023, and before that he served as Head of Financial Investments of A.P. Møller Holding A/S since 2016. Prior to joining A.P. Møller Holding A/S, Mr. Bergöö gained extensive experience in various roles within global financial markets across Scandinavia, the UK, and Singapore. Mr. Bergöö is currently on the boards of DOF Group ASA (public), where he also serves as Vice Chairman, Maersk Product Tankers A/S (private), A.P. Møller Maritime ApS (private), Ammonia Carriers A/S (private), and APMH Invest V ApS (private). Mr. Bergöö holds a Master of Science (M.Sc.) in Industrial Engineering and Management from Chalmers University of Technology.
EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Bergöö should serve as a director include his expertise in the areas of finance and treasury, offshore industry, and international business.
2 | Patrice Douglas
Age: 63
Director since: 2024
Ms. Douglas is an attorney representing energy companies, financial institutions, municipalities and utilities on legal, regulatory and compliance matters. From 2011 to 2015, Ms. Douglas served on the Oklahoma Corporation Commission (the "OCC"), including as Chairman of the OCC beginning in 2012. She served as Executive Vice-President of First Fidelity Bank from 2008 to 2011, and as Senior Vice-President and then President of Spirit Bank from 2004 to 2008. Ms. Douglas also served as Mayor of Edmond, Oklahoma from 2009 through 2011. Ms. Douglas has served on the board of Mercy Health System (private) since 2025. Previously, Ms. Douglas served as a member of the board of directors of Amplify Energy Corp. (public) from 2021 through 2025, as a member of the board of directors of Diamond Offshore Drilling, Inc. (public) from 2023 to 2024, as a member of the board of directors of Midstates Petroleum Company, Inc. from 2016 through 2019, and as a member of the board of directors of Bank SNB and Southwest Bancorp, Inc. from 2016 to 2018. Ms. Douglas received a Bachelor of Science degree from Oklahoma Christian University and a Juris Doctor degree from the University of Oklahoma.
EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Ms. Douglas should serve as a director include her expertise in the areas of finance and treasury as well as legal and government. Further, the prior service of Ms. Douglas with Diamond provides business continuity that is of value to the board following the 2024 acquisition of Diamond.
3 | Robert W. Eifler
Age: 46
Director since: 2020
Mr. Eifler was named President and Chief Executive Officer of the Company in May 2020. Previously, Mr. Eifler served as Senior Vice President, Commercial of the Company from August 2019 until assuming his current role. He served as Senior Vice President, Marketing and Contracts of the Company from February to August 2019, and as Vice President and General Manager - Marketing and Contracts of the Company from July 2017 to February 2019. Before that, Mr. Eifler led the Company's marketing and contracts efforts for the Eastern Hemisphere while based in London. From November 2013 to March 2015, he worked for Hercules Offshore, Inc., an offshore driller, as Director, International Marketing. Mr. Eifler originally joined the Company in February 2005 as part of the management development program and held numerous operational and marketing roles with increasing responsibility around the world until joining Hercules Offshore, Inc. in 2013. Mr. Eifler received a B.S. in Systems and Information Engineering from the University of Virginia and an Acton MBA in Entrepreneurship.
EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Eifler should serve as a director include his expertise in the areas of corporate governance, international business, operations, sales and marketing and engineering. He also has extensive experience in the oilfield services business. Further, it is the belief of our board that our CEO should be a member of the board of directors, and Mr. Eifler brings to our Board extensive knowledge of the Company and the industry as the President and Chief Executive Officer of the Company.
4 | Claus V. Hemmingsen
Age: 63
Director since: 2022
Mr. Hemmingsen served as Chairman for Maersk Drilling from September 2016 to November 2022, and before that was the CEO of Maersk Drilling from 2005 to 2016. Mr. Hemmingsen originally joined A.P. Moller - Maersk in 1981 as a shipping trainee. After completing his shipping education, he moved to Maersk Drilling, before serving in Maersk Line from 1989, including 12 years in both Hong Kong and Singapore. In 2003, he returned to the head office in Copenhagen as Senior Vice President in Maersk's global container activities, while also being responsible for APM Terminals until 2004. In 2016, he took up a number of other senior roles, including that of Vice CEO of A.P. Moller - Maersk. He left A.P. Moller - Maersk A/S in 2019. Mr. Hemmingsen is currently on the boards of and serves as chairman of the board for each of DFDS A/S (public), HusCompagniet A/S (public), Ramboll A/ S (private) and Innargi A/S (private). Mr. Hemmingsen also serves on the Board of A.P. Moller Holding A/S (private) and as managing director of CVH Consulting APS (private). He formerly served on the board of Maersk Drilling A/S (public). Mr. Hemmingsen has studied management at London Business School and Cornell University, and gained an Executive MBA from IMD in 2007.
EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Hemmingsen should serve as a director include his expertise in the areas of administration and human resources, corporate governance, environmental and social responsibility, innovation, international business, operations and strategic planning. He also has extensive experience in the oilfield services business. Further, Mr. Hemmingsen's prior service with Maersk Drilling provides business continuity that is of value to the Board.
5 | Alan J. Hirshberg
Age: 64
Director since: 2021
Mr. Hirshberg currently owns VOR Advisors, Inc., a consulting firm. Prior to that, he served as a Senior Advisor at Blackstone Management Partners, which provides asset management services, from January 2019 to January 2022. He joined ConocoPhillips, an oil and gas company, in 2010 as its Senior Vice President, Planning and Strategy, and retired in January 2019 as its Executive Vice President, Production, Drilling and Projects, a position he held since April 2016. In this role, he had responsibility for ConocoPhillips' worldwide operations, as well as supply chain, aviation, marine, major projects, drilling and engineering functions. Prior to joining ConocoPhillips, Mr. Hirshberg worked at Exxon and ExxonMobil for 27 years, serving in various senior leadership positions in upstream research, production operations, major projects and strategic planning. His last role at ExxonMobil was Vice President of Worldwide Deepwater and Africa Projects. Mr. Hirshberg has been on the board of TransMontaigne Partners LLC (private) since March 2023 and became its Chairman in December 2025. Mr. Hirshberg was formerly on the board of McDermott International, Inc. (private) and Sitio Royalties (f/k/a Falcon Minerals Corporation (public)). Mr. Hirshberg received Bachelor and Master of Science degrees in Mechanical Engineering from Rice University.
EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Hirshberg should serve as a director include his expertise in the areas of engineering, innovation, international business, operations, risk management, strategic planning, and cybersecurity. He also has broad experience in several areas of the energy industry and deep experience as a public company board member.
6 | H. Keith Jennings
Age: 56
Director since: 2023
Mr. Jennings is currently CFO of Array Technologies, Inc. (public), a manufacturer in the solar energy sector. Mr. Jennings served as Executive Vice President and Chief Financial Officer of Weatherford International, an oilfield service company, from September 2020 to August 2022, Executive Vice President and Chief Financial Officer of Calumet Specialty Products Partners, a refiner of transportation fuels and manufacturer of a diversified slate of branded petroleum derivative specialty products in various consumer and industrial markets, from October 2019 to August 2020, Vice President, Finance of Eastman Chemical Company from 2018 to 2019, Vice President & Treasurer of Eastman Chemical Company from 2016 to 2018 and Vice President & Treasurer of Cameron International from 2009 to 2016. He previously served on the board of 5E Advanced Materials, Inc. (public). Mr. Jennings holds a Bachelor of Commerce from the University of Toronto and a Master of Business Administration from Columbia University and is a Chartered Professional Accountant.
EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our board to conclude that Mr. Jennings should serve as a director include his expertise in the areas of accounting, finance and treasury. He also has broad experience in the energy and chemical industries, experience as a public company board member, and has served as a chief financial officer.
7 | Charles M. Sledge
Age: 60
Director since: 2021
Mr. Sledge previously served as the Chief Financial Officer of Cameron International Corporation, an oilfield services company, from 2008 until its sale to Schlumberger Limited in 2016. Prior to that, he served as the Corporate Controller of Cameron International Corporation from 2001 until 2008. He currently serves on the boards of Weatherford International plc, where he serves as chairman, and Talos Energy, Inc. and New Fortress Energy (each public). He previously served on the boards of Stone Energy Corp. and Vine Energy, Inc. (each public). Mr. Sledge received a BS in Accounting from Louisiana State University and is a graduate of the Advanced Management Program at Harvard University.
EXPERIENCE: The specific experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Sledge should serve as a director include his expertise in the areas of accounting, finance and treasury, and operations. He also has broad experience in the energy exploration industry, deep experience as a public company board member, and has served as a chief financial officer.
Involvement in certain legal proceedings. The Company filed for bankruptcy protection in 2020, see "Explanatory Note" at page VI. Mr. Eifler served as a director and executive officer, and Mr. Barker served as an executive officer at the time the petition was filed.
Director Designation Right
In connection with the closing of the business combination with Maersk Drilling (the "Business Combination"), the Company entered into a Relationship Agreement (the "Relationship Agreement") with APMH Invest A/S ("APMH Invest"), which sets forth certain director designation rights of APMH Invest following the Closing Date for the Business Combination. Under the terms of the Relationship Agreement, APMH Invest is entitled to designate (a) two nominees to our Board so long as APMH Invest owns no fewer than 20% of the then outstanding Company shares, and (b) one nominee to our board so long as APMH Invest owns fewer than 20% but no fewer than 15% of the then outstanding Company shares. The Relationship Agreement will terminate once APMH Invest owns fewer than 15% of our outstanding shares. APMH Invest has designated Mr. Hemmingsen as its sole designee under the Relationship Agreement.
Except as described above, there is no other arrangement or understanding between or among members of the Board and any other persons pursuant to which he or she was appointed as a member of the Board. None of the members of the Board have any family relationship with any director or executive officer of Noble. There is no relationship between any member of the Board and Noble that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Executive Officers
Mr. Eifler, our Chief Executive Officer, serves on our Board. For his biography, please refer to "-Director Nominees" on page 10.
Caroline M. Alting
Age: 50
Ms. Alting was named Senior Vice President of Operational Excellence & Sustainability of Noble in January 2024. Previously, Ms. Alting served as Senior Vice President of Operational Excellence since October 2022. Before joining Noble, Ms. Alting served as Senior Vice President and Head of Integrity and Projects of Maersk Drilling since June 2020. Previously, she served as Vice President and Head of Engineering and Projects of Maersk Drilling from June 2018. Prior to that, she served in several roles with Maersk Drilling from May 2009, including Deputy Asset Manager, Project Team Lead, and Senior Project Engineer. Before joining Maersk Drilling, Ms. Alting served with Maersk Oil from November 2003 to May 2009. She has served on the Board of Maersk Drilling as an employee elected member since March 2019 and is a member of the Advisory Boards of MCEDD and the IASC/SPE International Drilling Conference. Ms. Alting holds an MSc in Chemistry from the Technical University of Denmark and a PMD from IESE Business School.
Richard B. Barker
Age: 44
Mr. Barker was named Executive Vice President and Chief Financial Officer of Noble in January 2024 and was previously Senior Vice President and Chief Financial Officer since March 2020. He joined Noble following investment banking positions at Moelis & Company which he held from 2019 to 2020 and JPMorgan Chase & Co prior to 2019 where he specialized in oilfield services and equipment. Mr. Barker graduated magna cum laude from Rice University, where he earned a B.A. in Mathematical Economic Analysis and Managerial Studies.
Blake A. Denton
Age: 47
Mr. Denton was named Senior Vice President of Marketing and Contracts of Noble in October 2022. Previously, he served as Director of Marketing and Contracts for Noble from January 2017 until assuming his position as Vice President in March 2020, where he led Noble's marketing and contracts efforts for the Middle East and India while based in Dubai. Prior to that, Mr. Denton served as our Project Director from March 2012 to January 2017 based in Korea and Houston, and as Project Manager from August 2010 to March 2012 based in Singapore. Before that, he led Noble's newbuild project electrical engineering efforts for dynamically positioned drilling assets as a consultant based first in Houston and then in Singapore. Before joining Noble, Mr. Denton worked for a Houston-based electrical integration company supplying power generation and controls equipment primarily to the marine and drilling industry worldwide. Mr. Denton Bachelor of Science in Industrial Distribution from Texas A&M University's College of Engineering.
Mikkel Ipsen
Age: 53
Mr. Ipsen was named Senior Vice President of Human Resources of Noble in January 2024 and was previously Vice President of Human Resources since October 2022. Prior to joining Noble, he served as Vice President and Head of HR Partnering of Maersk Drilling since October 2021. Prior to joining Maersk Drilling, Mr. Ipsen served as Head of Talent Development - Northern Europe & Russia of TotalEnergies, an energy and petroleum company, since January 2020, and as Head of Human Resources - Denmark of TotalEnergies from March 2018 to January 2020. Previously, he held senior positions within human resources at Maersk Drilling, Maersk Oil and TotalEnergies, including working on the integration of Maersk Oil into TotalEnergies. Mr. Ipsen started his career as a line officer in the Danish Armed Forces where he served for 16 years. He holds a Master of Military Studies from the Royal Danish Defence College.
Joey M. Kawaja
Age: 52
Mr. Kawaja was named Senior Vice President of Operations of Noble in October 2022. He has over 25 years of experience in offshore rig operations and project management. Previously, Mr. Kawaja served as Regional Manager - Western Hemisphere, where he led all of Noble's shorebased and offshore operations in North and South America, from August 2014 until assuming his position as Vice President of Operations in October 2020. Prior to that, Mr. Kawaja served in various roles including Operations Manager, Drilling Superintendent, and Project Manager since joining Noble in 1996.
Jennie P. Howard
Age: 39
Ms. Howard was named Senior Vice President, General Counsel and Corporate Secretary in April, 2023. Prior to joining Noble, Ms. Howard served as Vice President, Assistant General Counsel and Assistant Corporate Secretary of Kraton Corporation, a specialty chemicals company, with which she was employed from September 2015 to March 2022. Before joining Kraton Corporation, Ms. Howard was a corporate associate with Hunton Andrews Kurth LLP in its Houston, Texas Office. She holds a BA in History and Politics from Durham University in the United Kingdom, and a Juris Doctor degree from American University Law School.
Jeff K. Hunt
Age: 48
Mr. Hunt was named Vice President and Chief Accounting Officer of Noble in November 2025. Prior to joining Noble, he served as Chief Accounting Officer of Aris Water Solutions, a produced water handling and treatment company, from July 2023 until Aris Water Solutions was acquired by Western Midstream in October 2025, after serving as Director of Technical Accounting and Financial Reporting from March 2022 to June 2023. Before joining Aris Water Solutions, he served as Director of Accounting Policy at ConocoPhillips, a hydrocarbon exploration and production company, from January 2021 to March 2022. Prior to that, Mr. Hunt served in various accounting roles at Concho Resources, an oil and natural gas company, from September 2014 to January 2021, including as Director, Technical Accounting and Special Projects when Concho Resources was acquired by ConocoPhillips. Mr. Hunt started his career in the Assurance practice of Ernst & Young LLP. Mr. Hunt holds a Bachelor of Science Degree in Accounting and a Masters of Accountancy from Brigham Young University, and he is a licensed certified public accountant in the State of Texas.
Policies and Procedures Relating to Transactions with Related PersonsTransactions with related persons are reviewed, approved, or ratified in accordance with policies and procedures set out in the UK Companies Act, our Articles of Association, the charter of our Audit Committee, our Related Party Transaction Policy and our Code of Business Ethics. These policies and procedures regarding related party transactions are in writing and are implemented by our Audit Committee.
Each year, we require all our directors, nominees for director, and executive officers to complete and sign a questionnaire. The purpose of the questionnaire is to obtain information which can be compared to our corporate records, such as accounts payable and receivable, in order to identify any transactions with related persons, for inclusion in our proxy statement or annual report.
For this purpose, we consider "related persons" and "related person transactions" to be as defined in Item 404(a) of Regulation S-K. In addition, we review SEC filings made by beneficial owners of more than five percent of any class of our voting securities to determine whether information relating to transactions with such persons needs to be included in our proxy statement or annual report. There were no related-party transactions in 2025 that were required to be reported pursuant to the applicable disclosure rules of the SEC, except as described herein.
Security Ownership of Certain Beneficial Owners and ManagementAs of March 6, 2026, we had 159,473,433 shares outstanding, excluding shares held in treasury. The following table sets forth, as of March 6, 2026 and except to the extent indicated otherwise in the footnotes, (1) the beneficial ownership of shares by each of our directors, each nominee for director, each "named executive officer" listed in the Summary Compensation Table appearing in this proxy statement and all current directors and executive officers as a group, and (2) information about the only persons who were known to the Company to be the beneficial owners of more than five percent of the Company's outstanding shares.
Name
Shares Beneficially Owned(1)
Number of
Shares
Percent of
Class(2)
Name of Beneficial Owner | |||
APMH Invest A/S | 30,350,703 | (3) | 19.0% |
BlackRock, Inc | 17,858,117 | (4) | 11.2% |
The Vanguard Group | 14,308,527 | (5) | 9.0% |
First Eagle Investment Management, LLC and First Eagle Global Fund | 11,992,908 | (6) | 7.5% |
Directors and Director Nominees | |||
Erik Bergöö | - | ||
Patrice Douglas | 14,780 | ||
Robert W. Eifler | 1,499,749 | ||
Claus V. Hemmingsen | 25,543 | ||
Alan J. Hirshberg | 43,885 | (7) | |
Kristin H. Holth | 18,243 | ||
H. Keith Jennings | 12,986 | ||
Charles M. Sledge | 45,232 | (8) | |
Named Executive Officers (excluding any Director listed above) | |||
Caroline M. Alting | 59,892 | ||
Richard B. Barker | 369,289 | ||
Joey M. Kawaja | 122,874 | ||
Jennie P. Howard | 55,702 | ||
All current directors and executive officers as a group (15 persons) | 2,394,298 | 1.5% | |
(1) Unless otherwise indicated, the beneficial owner has sole voting and investment power over all shares listed. Unless otherwise indicated, the address of each beneficial owner is 3rd Floor, 1 Ashley road, Altrincham, Cheshire, United Kingdom WA14 2DT.
(2) The percent of class shown is less than one percent unless otherwise indicated.
(3) Based solely on Schedule 13D/A filed with the SEC on November 8, 2024 by APMH Invest A/S. Such filing indicates that APMH Invest A/S,
A.P. Møller Holding A/S and A.P. Møller og Hustru Chastine Mc-Kinney Møllers Fond til almene Formaal have shared voting power and shared dispositive power with respect to 30,350,703 shares. The Schedule 13D/A contained information as of November 7, 2024 and may not reflect current holdings of Noble shares. The address for APMH Invest A/S is Esplanaden 50, 1263 Copenhagen K, Denmark.
(4) Based solely on the Schedule 13G/A filed with the SEC on November 6, 2025 by BlackRock, Inc.. Such filing indicates that BlackRock Inc. has sole voting power with respect to 17,486,853 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 17,858,117 shares and shared dispositive power with respect to 0 shares. The Schedule 13G/A contained information as of October 31, 2025 and may not reflect current holdings of Noble shares. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
(5) Based solely on the Schedule 13G/A filed with the SEC on January 30, 2026 by The Vanguard Group. Such filing indicates that The Vanguard Group has sole voting power with respect to 0 shares, shared voting power with respect to 958,809 shares, sole dispositive power with respect to 0 shares and shared dispositive power with respect to 14,308,527 shares. The Schedule 13G/A contained
information as of December 31, 2025 and may not reflect current holdings of Noble shares. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
(6) Based solely on the Schedule 13G filed with the SEC on February 12, 2025 by First Eagle Investment Management, LLC and First Eagle Global Fund. Such filing indicates that First Eagle Investment Management LLC has sole voting power with respect to 11,336,623.04 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 11,992,908.40 shares and shared dispositive power with respect to 0 shares. The Schedule 13G contained information as of December 31, 2024 and may not reflect current holdings of Noble shares. The address for First Eagle Investment Management, LLC is 1345 Avenue of the Americas, New York, 10105, New York. First Eagle Global Fund, a registered investment company for which First Eagle Investment Management, LLC acts as investment adviser, may be deemed to beneficially own 9,141,720 of these 11,992,908.40 shares.
(7) These shares include 5,000 shares held in a family trust.
(8) These shares include 2,084 shares held by a non-minor child of Mr. Sledge.
Corporate Governance
Board IndependenceOur Board has determined that:
each of Ms. Douglas, Mr. Hemmingsen, Mr. Hirshberg, Ms. Holth, Mr. Jennings, and Mr. Sledge qualifies as an "independent" director under the NYSE corporate governance rules and the Company's corporate governance guidelines.
each of Mr. Jennings (Chair), Ms. Douglas, Ms. Holth, and Mr. Sledge, constituting all the members of the audit committee of the Board (the "Audit Committee"), qualifies as "independent" under Rule 10A-3 of the Exchange Act; and
each of Mr. Hirshberg (Chair), Ms. Douglas, and Mr. Sledge, constituting all the members of the compensation committee of the Board (the "Compensation Committee"), qualifies as
"independent" under Rule 10C-1(b)(1) under the Exchange Act and the applicable rules of the NYSE; and
a "non-employee director" for purposes of Rule 16b-3 under the Exchange Act.
Independent non-management directors comprise in full the membership of each committee described below under "-Board Committees, Meetings and Other Governance Matters."
Additionally, our Board determined that each of Alastair Maxwell and Ann Pickard qualified as an "independent" director under the NYSE corporate governance rules and the Company's corporate governance guidelines for the portion of 2025 that they served on the Board.
Mr. Eifler and Mr. Bergöö are not independent.
In order for a director to be considered independent under the NYSE rules, our Board must affirmatively determine that the director has no material relationship with the Company other than in his or her capacity as a director of the Company.
The Company's corporate governance guidelines provide that a director will not be independent if,
the director is, or during the preceding three years, was employed by the Company;
an immediate family member of the director is, or during the preceding three years, was an executive officer of the Company;
the director or an immediate family member of the director received, within any 12-month period during the preceding three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);
the director is a current partner or employee of the Company's internal or external auditor;
an immediate family member of the director is a current partner of the Company's internal or external auditor;
an immediate family member of the director is currently employed by the Company's internal or external auditor and personally works on the Company's audit;
the director or an immediate family member of the director was, during the preceding three years, a partner or employee of the Company's internal or external auditor and personally worked on the Company's audit within that time;
the director or an immediate family member of the director is, or, during the preceding three years was, employed as an executive officer of another company where any of the Company's present executive officers serves or served on that company's Compensation Committee at the same time; or
the director currently is an executive officer or an employee, or an immediate family member of the director currently is an executive officer, of a company that made payments to, or received payments from, the Company for property or services in an amount which, in any single fiscal year within the last three fiscal years, exceeded the greater of $1 million or two percent of such other company's consolidated gross revenues.
Corporate GovernanceThe following will not be considered by our Board to be a material relationship that would impair a director's independence: If a director is an executive officer of, or beneficially owns in excess of 10 percent equity interest in, another company
that does business with the Company, and the amount of the annual payments to the Company is less than five percent of the annual consolidated gross revenues of the Company;
that does business with the Company, and the amount of the annual payments by the Company to such other company is less than five percent of the annual consolidated gross revenues of the Company; or
to which the Company was indebted at the end of its last fiscal year in an aggregate amount that is less than five percent of the consolidated assets of the Company.
For relationships not covered by the guidelines in the immediately preceding paragraph, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, is made by our directors who satisfy the independence guidelines described above. These independence guidelines used by our Board are set forth in our corporate governance guidelines, which are published under the governance section of the Company's website at https://www.noblecorp.com.
In addition, in order to be independent for the purposes of serving on the Audit Committee, a director may not, other than in his or her capacity as a member of the Audit Committee, the Board, or any other board committee:
accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the Company or one of our subsidiaries (other than certain retirement benefits for prior service with the Company); or
be affiliated with the Company, one of our subsidiaries, or an affiliate of one of our subsidiaries.
Further, in order to determine the independence of any director who will serve on the Compensation Committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that director's ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to:
the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director; and
whether such director is affiliated with the Company, one of our subsidiaries or an affiliate of one of our subsidiaries.
In accordance with the Company's corporate governance guidelines, the non-management directors have chosen an independent Chair of the Board to preside at regularly scheduled executive sessions of our Board held without management present. Mr. Sledge currently serves as our independent Chair.
Board Committees, Meetings and Other Governance MattersThe Company has standing Audit, Compensation, Nominating & Governance, and Safety & Sustainability Committees of our Board. Each of these committees operates under a written charter that has been adopted by the respective committee and by our Board. The charters are published under the governance section of the Company's website at www.noblecorp.com and are available in print to any shareholders who request them. Our Code of Business Ethics is published under the governance section of the Company's website at www.noblecorp.com. We intend to disclose future amendments to certain provisions of the Code of Business Ethics, and waivers of the Code of Business Ethics granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver.
Board Refreshment
We recognize the importance of board refreshment, and the Nominating & Governance Committee regularly considers board composition and how directors change over time. To assist our board refreshment efforts, our corporate governance guidelines provide for a mandatory retirement age of 72, without exception. Further, under the Relationship Agreement entered in connection with the Business Combination, one of our non-management directors has been designated by a former shareholder of Maersk Drilling. See "-Director Designation Rights," above at page 14, for further information on this agreement. At the conclusion of the Business Combination in the fall of 2022 our Board reflected the diverse background and perspectives from each of the legacy Noble and Maersk Drilling boardrooms. In November of 2023, in our first director appointment to the Board since the Business Combination, we appointed H. Keith Jennings. Subsequently, in connection with
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Noble Corporation plc published this content on March 16, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on March 16, 2026 at 23:22 UTC.
