Claus Hemmingsen
About Claus V. Hemmingsen
Independent non-executive director at Noble Corporation plc (NE), age 62, serving since 2022. Former Chairman (2016–2022) and CEO (2005–2016) of Maersk Drilling; earlier Vice CEO of A.P. Moller–Maersk and senior roles across Maersk’s shipping and terminals businesses. Education includes management studies at London Business School and Cornell University, and an Executive MBA from IMD (2007). Current external roles include chairmanships at DFDS A/S, HusCompagniet A/S, Ramboll A/S (private), Innargi A/S (private), and board membership at A.P. Moller Holding A/S; managing director of CVH Consulting APS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maersk Drilling | Chairman | Sep 2016–Nov 2022 | Provided business continuity relevant to Noble’s post-Maersk business combination integration . |
| Maersk Drilling | Chief Executive Officer | 2005–2016 | Led global drilling operations; deep OFS experience cited as core qualification . |
| A.P. Moller–Maersk | Vice CEO | 2016–2019 | Senior group leadership across ESG, governance, operations . |
| Maersk (Container Activities/APM Terminals) | Senior Vice President; oversight of APM Terminals | 2003–2004 | Strategy/operations in container logistics . |
| Maersk Line | Various leadership roles (12 years Hong Kong/Singapore) | 1989–2001 | International operations, risk and strategic planning . |
| A.P. Moller–Maersk | Shipping trainee → Maersk Drilling | 1981 onward | Early career foundation in shipping/drilling . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| DFDS A/S | Chairman | Public | Transportation/logistics; chair role . |
| HusCompagniet A/S | Chairman | Public | Residential construction; chair role . |
| Ramboll A/S | Chairman | Private | Engineering/consultancy; chair role . |
| Innargi A/S | Chairman | Private | Geothermal energy; chair role . |
| A.P. Moller Holding A/S | Director | Private | Parent holding company in A.P. Moller group . |
| CVH Consulting APS | Managing Director | Private | Personal consulting vehicle . |
Board Governance
- Independence: NE’s non-management directors are independent under NYSE rules; Hemmingsen is among the independent directors .
- Committee assignments: Member, Nominating & Governance Committee; Chair, Safety & Sustainability Committee (2023–2024) .
- Attendance: All seven directors attended NE’s 2023 AGM; all eight attended the 2024 AGM, indicating engagement .
- Board/Committee activity: 2023 meeting counts—Audit: 12; Compensation: 4; Nominating & Governance: 4; Safety & Sustainability: 4 .
- Board leadership: Independent Chair separate from CEO; executive sessions held at each regularly scheduled Board meeting .
- Tenure: Director since 2022 (annual re-election) .
Fixed Compensation
- Program structure (2024): Annual cash retainer (Board member) $100,000; non‑executive Chair $165,000; annual RSU retainer (Board member) $200,000; non‑executive Chair $265,000; Audit Chair $30,000; other committee Chair $20,000; committee member $10,000; international meeting attendance $4,000; supplemental quarterly retainer for increased workload (board member $20,000; discontinued Sep 30, 2024) .
- Hemmingsen 2024 cash “Fees Earned”: $178,000; includes cash retainers and any travel/supplemental fees .
- Hemmingsen 2023 cash “Salary and Fees”: $134,000 .
| Metric | 2023 | 2024 |
|---|---|---|
| Salary/Fees ($) | 134,000 | 178,000 |
| Stock Awards FV ($) | 199,519 | 203,217 |
| All Other Compensation ($) | — | 3,480 |
| Total ($) | 333,519 | 384,697 |
- Mix (2024): Cash $178,000 vs Equity $203,217 (~47% cash / 53% equity), plus $3,480 in dividend equivalents .
- Perquisites: Dividend Equivalent Rights paid on TVRSU vesting; no director retirement or deferred plans beyond RSU settlement mechanics .
Performance Compensation
Directors receive time‑vested RSUs; no performance‑based metrics apply to non‑employee director equity. Annual RSUs vest one year from grant and settle 60% in shares and 40% in cash .
| Grant Year | Grant Date | Units Granted | Grant‑Date FV ($) | Vesting | Settlement | Notes |
|---|---|---|---|---|---|---|
| 2024 | Jan 26, 2024 | 2,716 | 203,217 | 1‑year cliff | 60% stock / 40% cash | VWAP basis; DERs paid at vesting . |
| 2023 | Feb 3, 2023 | — | 199,519 | 1‑year cliff | 60% stock / 40% cash (program) | Grant price reference $39.31; DERs included/accrued in 2023 . |
Other Directorships & Interlocks
- Significant shareholder interlock: APMH Invest A/S owns ~19.1% of NE; filing indicates shared voting/dispositive power with A.P. Møller Holding A/S and a foundation. Hemmingsen serves on the board of A.P. Moller Holding A/S—this is a potential governance interlock that warrants monitoring for influence and related‑party oversight .
- Related‑party controls: NE’s Audit Committee administers a written Related Party Transaction Policy; annual questionnaires used; no related‑party transactions required to be reported in 2023 (and in 2022) beyond disclosures in proxy .
Expertise & Qualifications
- Skill matrix highlights: Drilling/OFS, Operations, International Business, Strategic Planning, Environmental/Social, Corporate Governance, Risk Management, Administration/HR .
- Board rationale: Extensive oilfield services leadership and prior Maersk Drilling service provide continuity valued post‑business combination .
Equity Ownership
- Stock ownership guidelines: Non‑executive directors must hold shares equal to 5x annual retainer; unvested time‑vested RSUs count, PVRSUs do not. Restrictions on selling until making reasonable progress; value measured at market close .
- Compliance: As of Dec 31, 2024, Hemmingsen’s ownership value of $552,640 exceeds the $500,000 requirement .
| Metric | 2023 | 2024 | 2025 (as of Mar 10, 2025) |
|---|---|---|---|
| Beneficially Owned Shares (units) | 8,752 | 13,072 | 15,788 |
| Unvested TVRSUs (units) | — | 4,528 | — |
| Ownership Requirement ($) | — | 500,000 | — |
| Ownership Value ($) | — | 552,640 | — |
Governance Assessment
- Strengths: Independent status; deep OFS/operations experience; active committee leadership (Safety & Sustainability Chair); strong engagement (AGM attendance; robust committee cadence); equity‑heavy compensation aligns with shareholder interests; meets stock ownership guideline .
- Incentives: Director pay balanced between cash retainer and annual RSUs; RSUs vest annually with 60/40 settlement, creating ongoing alignment; supplemental quarterly retainer in 2024 ceased Sept 30, 2024 (signal of temporary integration/transaction workload) .
- Potential red flags: Interlock with A.P. Moller Holding alongside APMH Invest’s 19.1% stake—monitor for influence vectors and recusal practices; ensure ongoing robust related‑party oversight by Audit Committee .
- Controls: Clawback policy oversight sits with Compensation Committee; written related‑party policies implemented by Audit Committee; director independence and executive sessions in place .
Note: Insider Form 4 activity is not disclosed in the proxy excerpts above; additional Form 4 review is recommended to supplement this governance profile .