Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 24, 2022, the Board of Directors (the "Board") of Valaris Limited (the
"Company") appointed Christopher T. Weber as Senior Vice President and Chief
Financial Officer of the Company, effective as of July 22, 2022, or such earlier
date as may be mutually agreed by Mr. Weber and the Company. Prior to joining
the Company, Mr. Weber, age 49, has served as the chief financial officer of
Lufkin Industries, Inc., an oilfield equipment manufacturer, since February
2021. From July 2019 to February 2021, Mr. Weber served as the chief financial
officer of Abaco Drilling Technologies, an oilfield equipment manufacturer.
From June 2017 to November 2018, Mr. Weber served as executive vice president
and chief financial officer of Halliburton Company, an oilfield services
company. Prior to that, Mr. Weber has served as the senior vice president and
chief financial officer of Parker Drilling Company, a provider of contract
drilling services and rental tools; vice president and treasurer of Ensco plc (a
predecessor of the Company); and vice president, operations support for Pride
International, Inc., an offshore drilling contractor. Mr. Weber has no familial
relationships with any director or other executive officer of the Company. The
Company is not aware of any transaction in which Mr. Weber has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Weber will receive an annual base salary
of $550,000 and a target annual bonus of 90% of base salary. Mr. Weber will also
be a participant in the Valaris Executive Severance Plan. Effective upon his
start date, Mr. Weber will be granted (A) an award of 15,240 time-based
restricted stock units that vest in annual installments through July 19, 2024,
with settlement of all such RSUs deferred until the final vesting date, and (B)
a target award of 60,954 performance share units that may be earned at 0 to 150%
of the target award based on the achievement of designated share price hurdles
held for at least 90 consecutive trading days, achievement of relative ROCE
targets and the achievement of certain strategic team goals, with settlement to
occur in July 2024 following completion of the performance period. Mr. Weber's
compensation package also includes customary confidentiality, non-competition,
non-solicitation, non-disparagement, and invention assignment covenants.
Effective at the time Mr. Weber joins the company as Senior Vice President and
Chief Financial Officer, Darin Gibbins, the Company's Interim Chief Financial
Officer and Vice President - Investor Relations & Treasurer, will step down from
his position as Interim Chief Financial Officer of the Company. Mr. Gibbins will
remain employed with the Company as its Vice President - Investor Relations and
Treasurer.
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