Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 8, 2021, the Board of Directors (the "Board") of Valaris Limited
(the "Company") appointed Anton Dibowitz as President and Chief Executive
Officer of the Company, effective immediately. Mr. Dibowitz has served as the
Company's interim President and Chief Executive Officer since September 3, 2021.
Prior to joining the Board in July 2021, Mr. Dibowitz, age 49, served as an
advisor of Seadrill Limited from November 2020 until March 2021. He also
previously served as the Chief Executive Officer of Seadrill Limited from July
2017 until October 2020. Mr. Dibowitz served as Executive Vice President of
Seadrill Management Ltd. from June 2016 until July 2017, and as Chief Commercial
Officer from January 2013 until June 2016. Mr. Dibowitz has over 20 years of
drilling industry experience. Prior to joining Seadrill, Mr. Dibowitz held
various positions within tax, process reengineering and marketing at Transocean
Ltd. and Ernst & Young LLP. He is a Certified Public Accountant and a graduate
of the University of Texas at Austin where he received a Bachelor's degree in
Business Administration, and Master's degrees in Professional Accounting (MPA)
and Business Administration (MBA). Mr. Dibowitz has no familial relationships
with any director or other executive officer of the Company.
In connection with his appointment, the Company, Ensco Corporate Resources LLC
and Mr. Dibowitz entered into an employment agreement dated December 8, 2021
(the "Employment Agreement"). Under the Employment Agreement, Mr. Dibowitz will
receive an annual base salary of $950,000 and, effective as of January 1, 2022,
a target annual bonus of 115% of base salary. In the event that Mr. Dibowitz is
terminated without Cause or resigns for Good Reason (each as defined in the
Employment Agreement), subject to execution of a customary release, he will be
entitled to, among other things: (i) a lump sum cash payment equal to two times
the sum of his base salary and target annual bonus, (ii) a pro-rated target
annual bonus for the year of termination, and (iii) 18 months of subsidized
COBRA coverage. The Employment Agreement also includes customary
confidentiality, non-competition, non-solicitation, non-disparagement, and
invention assignment covenants. On December 8, 2021, Mr. Dibowitz was also
granted (A) an award of 103,304 time-based restricted stock units that vest in
three equal annual installments on July 19, 2022, July 19, 2023 and July 19,
2024, with settlement of all such RSUs deferred until the final vesting date,
and (B) a target award of 486,951 performance share units that may be earned at
0 to 150% of the target award based on the achievement of $45, $55 and $75 share
price hurdles held for at least 90 consecutive trading days (70% of the grant),
achievement of relative ROCE targets (20% of the grant) and the achievement of
certain strategic team goals (10% of the grant), with settlement to occur in
July 2024 following completion of the performance period.
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VALARIS LIMITED 
