Alan Hirshberg
About Alan J. Hirshberg
Independent director of Noble Corporation plc (NE), age 63, serving since 2021. He is owner of VOR Advisors, and previously was Senior Advisor at Blackstone Management Partners (2019–2022), Executive Vice President, Production, Drilling & Projects at ConocoPhillips (2016–2019; joined 2010 as SVP Planning & Strategy), and spent 27 years at Exxon/ExxonMobil culminating as VP, Worldwide Deepwater & Africa Projects. He holds B.S. and M.S. degrees in Mechanical Engineering from Rice University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConocoPhillips | Executive Vice President, Production, Drilling & Projects; previously SVP Planning & Strategy | EVP 2016–Jan 2019; joined 2010 | Led worldwide operations and supply chain, aviation, marine, major projects, drilling, engineering |
| Exxon/ExxonMobil | Various senior roles; last VP, Worldwide Deepwater & Africa Projects | 27 years (prior to 2010) | Senior leadership in upstream research, production ops, major projects, strategic planning |
| Blackstone Management Partners | Senior Advisor | Jan 2019–Jan 2022 | Asset management advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VOR Advisors, Inc. | Owner | Current | Consulting firm |
| Sitio Royalties (f/k/a Falcon Minerals Corporation) | Director (former) | Prior | Public company board experience |
| McDermott International, Inc. | Director (former) | Prior | Private company board |
Board Governance
- Independence: The Board determined Hirshberg qualifies as an independent director under NYSE rules; independent non-management directors fully comprise board committees. He is also deemed a “non-employee director” for Rule 16b-3; Compensation Committee members (including Hirshberg as Chair) meet Exchange Act Rule 10C-1(b)(1) independence .
- Committee assignments: Chair, Compensation Committee; 2024 meeting counts—Audit 9, Compensation 4, Nominating & Governance 6, Safety & Sustainability 4. Independent board chair is Charles M. Sledge; Audit Committee financial experts identified among other members .
- Compensation Committee leadership and advisors: As Chair, Hirshberg signed the Compensation Committee Report (March 27, 2025). Committee retains Meridian Compensation Partners; determined independent, with $178,815 in fees in 2024 .
- Attendance: Board held 10 meetings in 2024; except as noted (one audit meeting missed by a newly appointed director due to a pre-existing conflict), each incumbent director attended at least 75% of aggregate Board and committee meetings during their service .
- Policies reducing conflicts: Related party transactions are overseen by the Audit Committee; no related-party transactions required disclosure for 2024. Hedging and pledging of company stock are prohibited for directors and executive officers .
- Elections: Hirshberg is nominated for re-election to serve until the 2026 AGM; directors are subject to annual elections by simple majority of votes cast .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer — Board member | $100,000 | Standard non-employee director cash retainer |
| Audit committee chair cash retainer | $30,000 | Not applicable to Hirshberg (he chairs Compensation) |
| Other committee chair cash retainer | $20,000 | Applicable to Compensation Committee Chair |
| Committee member cash retainer | $10,000 | Per committee membership |
| International meeting attendance fee | $4,000 | Per international meeting attended |
| Supplemental quarterly retainer — Board member | $20,000 | Implemented for increased workload related to Diamond Offshore acquisition; discontinued Sept 30, 2024 |
| Fees Earned or Paid in Cash (Hirshberg) | $170,000 | Actual cash received in 2024 |
| Salary and Fees (UK remuneration view) | $170,000 | UK Directors’ Remuneration Report presentation |
Performance Compensation
| Element | 2024 Grant/Value | Terms |
|---|---|---|
| Time-Vested RSUs (TVRSUs) – Non-Executive Directors | $203,217 (4,528 RSUs) | Grant date Jan 26, 2024; determined using 7-day trailing VWAP; vest one year post grant; settle 60% shares/40% cash |
| Stock awards (U.S. GAAP Director Compensation table) | $203,217 | Aggregate grant-date fair value per ASC 718; footnote indicates 2,716 units outstanding at YE 2024 for certain directors (including Hirshberg) |
| Dividend Equivalent Rights (paid in 2024) | $3,480 | Paid in connection with RSU vesting |
Performance metric framework overseen by Compensation Committee (applies to executive incentives; signals governance rigor):
| Program | Metrics | Design Details |
|---|---|---|
| Annual STIP (cash) | Financial, safety, merger integration, ESG goals | Targets pre-set; 2024 STIP excluded Diamond financial metrics post 9/4/2024 acquisition in payout calculations |
| Long-Term Incentives (PVRSUs) | TSR, ROIC, ESG goals | 3-year cliff vest; payout scale tied to performance; 60%+ of NEO annual equity at-risk and performance-based in 2024 |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Sitio Royalties (Falcon Minerals) | Former director | Energy sector exposure; Noble reports no related-party transactions in 2024 |
| McDermott International | Former director | Private company; no related-party transactions in 2024 |
| VOR Advisors | Owner | No Noble-related transactions disclosed for 2024 |
Expertise & Qualifications
- Engineering and operations leadership across upstream E&P; strategic planning, risk management, international business; cybersecurity and innovation experience; deep energy industry background and public company board experience .
Equity Ownership
| Date | Beneficial Shares | Unvested TVRSUs | Value (USD) | Shares Outstanding | Ownership Guideline | Notes |
|---|---|---|---|---|---|---|
| Dec 31, 2024 | 21,414 | 4,528 | $814,579 | — | $500,000 (5x annual retainer for NEDs) | Value based on $31.40 closing price; unvested TVRSUs count toward guideline; indicates a holding value exceeding guideline |
| Mar 10, 2025 | 24,130 | — | — | 158,772,968 | — | Beneficial ownership less than 1% of class; percent of class for individuals is <1% unless otherwise indicated |
- Hedging/pledging: Prohibited for directors; no pledging of Company stock allowed under policy .
Governance Assessment
- Strengths: Independent director and active Compensation Committee Chair; committee uses and oversees an independent consultant (Meridian) with disclosed fees and independence review; strong shareholder support for pay (over 90% of votes cast in 2024 outreach; 91.03% approval for the 2023 Directors’ Remuneration Report at the 2024 AGM); robust policies on hedging/pledging and share ownership; attendance at least 75% threshold; independent board chair governance structure .
- Alignment: Director compensation balanced between cash and annual RSU awards that vest after one year with partial cash settlement; explicit non-executive ownership guideline ($500k) and Hirshberg’s holding value at year-end 2024 exceeds the requirement, reinforcing alignment .
- Potential watch items: Supplemental quarterly retainers were in place for heightened workload related to Diamond Offshore acquisition but discontinued as of Sept 30, 2024; director equity awards are time-vested rather than performance-vested, partially settling in cash—typical for NEDs but offers less performance linkage than executive awards .
- Conflicts/related-party: No related-party transactions reported in 2024; Audit Committee oversees related-party and conflict reviews. Hedging and pledging policies minimize misalignment risk .