Caroline Alting
About Caroline Alting
Caroline M. Alting is Senior Vice President, Operational Excellence & Sustainability at Noble Corporation (NE). She was named SVP Operational Excellence in October 2022 and expanded to Operational Excellence & Sustainability in January 2024; she holds an MSc in Chemistry (Technical University of Denmark) and a PMD from IESE Business School; age 49 . Company performance during her tenure included relative TSR at the 44th percentile for 2022–2024, revenue up 18% year-over-year to $3,046,787k and net income of $448M in 2024; adjusted free cash flow (company-selected measure) was $293M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Noble Corporation | SVP Operational Excellence; later SVP Operational Excellence & Sustainability | Oct 2022; expanded Jan 2024 | Integration execution, operational uptime (97%), safety/HSE focus within broader corporate scorecard and incentives |
| Maersk Drilling | SVP & Head of Integrity and Projects | Jun 2020 | Led integrity/projects through industry cycle; basis for integration capabilities at Noble |
| Maersk Drilling | VP & Head of Engineering and Projects | Jun 2018 | Engineering leadership across fleet projects |
| Maersk Drilling | Deputy Asset Manager; Project Team Lead; Senior Project Engineer | From May 2009 | Multi-role technical and asset management experience |
| Maersk Oil | Various roles | Nov 2003–May 2009 | Upstream operations foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Maersk Drilling | Employee-elected Board Member | Since Mar 2019 | Workforce/operations perspective to board governance |
| MCEDD | Advisory Board Member | — | Industry collaboration; deepwater development insights |
| IADC/SPE International Drilling Conference | Advisory Board Member | — | Thought leadership in drilling technology and standards |
Fixed Compensation
Note: Ms. Alting was a Named Executive Officer (NEO) in 2023 but not listed among NEOs for 2024 .
| Year | Salary ($) (actual received) | Base Salary at YE ($) | Notes |
|---|---|---|---|
| 2023 | 379,167 | 385,000 | Annual base salary adjustments effective March; actual reflects paid amount |
Performance Compensation
STIP structure (company-wide metrics fund the pool; applied to executives including NEOs):
| Metric | Weighting | 2024 Target | Actual 2024 | Factor | Vesting/Payout Mechanics |
|---|---|---|---|---|---|
| Adjusted Free Cash Flow | 30% | $289–324M | $293.0M | 1.00 | Fund factor multiplied by individual target; no discretionary adjustment for NEOs in 2024 |
| Contract Drilling Margin | 30% | 37.8–38.0% | 36.04% | 0.82 | Margin defined as revenue less drilling costs and G&A / revenue |
| Customer QPR (satisfaction) | 15% | 6.3 | 6.375 | 1.19 | Average 0–7 scores from Quarterly Performance Reviews |
| Safety – Consequence Severity Index | 15% | 675.0 | 590.0 | 1.43 | PCSI focuses on potential severity of events/near misses |
| First Choice for Employees | 10% | Committee discretion | Committee discretion | 1.50 | Assessed on engagement, attrition, leadership/talent programs |
| Award Factor | — | — | — | 1.09 | Applied to STIP payouts; example payouts disclosed for 2024 NEOs |
Ms. Alting’s 2023 STIP target was 60% of base salary; her actual 2023 non-equity incentive (bonus) was $339,570 .
Long-term incentives (LTIP) design for executives:
- PVRSUs (performance-vested) and TVRSUs (time-vested); non-CEO executives received 60% PVRSUs and 40% TVRSUs in 2024 awards; PVRSUs vest 0–200% based on TSR, ROIC, ESG over 3 years; TVRSUs vest ratably over 3 years .
- 2024 PVRSU performance payout scale: TSR 50% (matrix of ATSR vs RTSR percentile), ROIC 40% (10% threshold, 14.6% target, 19% max), ESG 10% (CO2 reduction targets and ISO 50001 compliance) .
2023 Grants (as disclosed for Ms. Alting):
| Grant Type | Grant Date | Target (#) | Max (#) | TVRSU (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| PVRSU | 2/3/2023 | 16,402 | 32,804 | — | 967,882 |
| TVRSU | 2/3/2023 | — | — | 10,934 | 429,816 |
Vesting schedules:
- TVRSUs vest in three equal annual installments on each anniversary of grant date .
- PVRSUs cliff vest at end of 3-year performance period (2023–2025) subject to scorecard certification .
Equity Ownership & Alignment
- Stock ownership guidelines: SVP/EVP must hold at least 3.0x base salary; all officers and directors currently in compliance, counting unvested TVRSUs but excluding unvested PVRSUs and options; newly appointed officers have five years to comply .
- Hedging/pledging prohibited: no hedging instruments or pledging of company stock; blackout periods and 10b5-1 plans allowed subject to pre-clearance .
Security ownership disclosure did not list Ms. Alting among 2024 NEOs; beneficial ownership table in 2025 proxy covers directors and 2024 NEOs only (Barker, Kawaja, Denton, Howard) . Section 16 compliance note shows one late Form 4 for CFO; no issues cited for Ms. Alting .
Employment Terms
Ms. Alting’s Employment Agreement (entered at hiring in Dec 2022) and severance treatment:
- Until Dec 20, 2024: entitled to greater of Employment Agreement benefits or Severance Plans; after Dec 20, 2024, Severance Plans apply .
- Key provisions on “qualifying termination” under Alting Employment Agreement (pre-Dec 2024):
- 12 months’ notice with base salary and benefits paid during notice period .
- Prior-year unpaid bonus plus pro-rata current-year bonus .
- 3 months statutory seniority compensation (salary, bonus, benefits) payable in final month of 12-month notice period .
- Enhanced severance equal to 50% of base salary plus target bonus, payable in final month of notice period .
- Up to 12 months COBRA-equivalent benefits; outplacement up to $21,000 .
- Full vesting of time-vested equity; continued eligibility for performance-based equity prorated based on actual performance .
Potential payments (as of Dec 31, 2023 scenarios):
| Scenario | Severance/Notice ($) | Statutory Seniority ($) | Enhanced Severance ($) | Pro-rata Bonus ($) | Benefits ($) | Outplacement ($) | Equity Acceleration ($) |
|---|---|---|---|---|---|---|---|
| Death | — | — | — | 231,000 | — | — | 1,351,733 |
| Disability | 657,509 | 164,377 | — | 339,570 | 25,604 | 21,000 | 1,351,733 |
| Termination without Cause / Qualifying Termination | 657,509 | 164,377 | 308,000 | 339,570 | 25,604 | 21,000 | 1,351,733 |
| Change in Control termination | 1,232,000 | — | — | 339,570 | 38,406 | 50,000 | 1,870,823 |
Post-Dec 20, 2024 Severance Plans (non-CEO executives):
- Executive Severance Plan: Lump sum equal to base salary + target bonus (multiple 1.0x for NEOs), pro-rata bonus, up to 12 months benefits, outplacement up to $50,000, full vesting of time-based awards, continued eligibility for performance awards based on actual performance and prorated .
- Executive Change in Control Severance Plan: Lump sum equal to base salary + target bonus (multiple 2.0x for non-CEO NEOs), pro-rata bonus, up to 18 months benefits, full vesting of time-based awards, full vesting of performance-based awards at target .
- Clawback policy (Oct 2023) recovers excess incentive compensation upon required restatements per Rule 10D-1 .
Compensation Structure vs Performance Metrics
- STIP metrics tied to FCF, margin, customer satisfaction, safety, and talent; 2024 award factor 1.09 shows above-target aggregate, with margin under-delivery offset by safety/customer/talent outcomes .
- LTIP emphasizes TSR (absolute/relative) and ROIC plus ESG, rewarding capital efficiency and environmental performance; PVRSU payout scale provides 0–200% vesting with balanced ATSR/RTSR matrix .
- TSR peer group: Seadrill, Valaris, Transocean, PHLX OSX (Diamond excluded post-acquisition) anchors relative performance measurement .
Equity Ownership & Alignment
- Ownership requirement: 3x base salary for SVP; unvested TVRSUs count, unvested PVRSUs do not; sale restrictions until compliance achieved; officers currently compliant .
- Anti-hedging/pledging policy and blackout windows reduce misalignment and trading-related risk .
Performance & Track Record
- Corporate scorecard achievements in 2024: 97% operational uptime; safety performance factor 1.43; strong customer satisfaction (avg 6.37/7); FCF target met; margin below target, reflecting integration dynamics post-Diamond acquisition .
- 2022 PVRSUs settled at 143% of target in early 2025, driven by TSR, synergy realization ($173M vs $125M target), capital structure evolution, and customer satisfaction; demonstrates execution on integration priorities central to Operational Excellence .
Governance, Say‑on‑Pay, and Peer Benchmarking
- Compensation Committee engages independent consultant (Meridian) and follows best practices: pay-for-performance, ownership requirements, clawback, double-trigger CoC cash severance, anti-hedging/pledging .
- Shareholder support: 2023 Directors’ Remuneration Report received 91.03% approval at 2024 AGM; Remuneration Policy approved in 2023 with 98.96% support .
Investment Implications
- Pay-for-performance alignment is strong: STIP and PVRSUs link cash generation, margin, safety, customer outcomes, ROIC, and TSR; ESG elements add durability to operations—favorable for long-cycle offshore exposure .
- Retention risk mitigated: Pre-2024 Alting Employment Agreement included robust notice and severance; post-2024 Severance Plans standardize to 1.0x (2.0x CoC) for non-CEO executives, with equity vesting protections—suggesting balanced retention incentives without excessive guarantees .
- Selling pressure risk moderate: Ownership guidelines and anti-hedging/pledging reduce near-term sell pressure; Section 16 compliance shows no Alting-specific issues; monitor future Form 4s for RSU settlements and tax-related net share withholding .
- Execution signals: Above-target PVRSU settlements for 2022 cycle and STIP factor in 2024 validate operational excellence and integration under the remit overlapping Alting’s role; continued focus on ROIC/TSR metrics should sustain alignment with shareholder returns .