H. Keith Jennings

About H. Keith Jennings

Independent non-executive director of Noble Corporation plc; age 55; director since 2023. Currently Chief Financial Officer of Array Technologies, Inc. (public). Prior roles include EVP & CFO of Weatherford International (2020–2022), EVP & CFO of Calumet Specialty Products Partners (2019–2020), Vice President, Finance (2018–2019) and Vice President & Treasurer (2016–2018) at Eastman Chemical, and Vice President & Treasurer at Cameron International (2009–2016). He holds a Bachelor of Commerce from the University of Toronto, an MBA from Columbia University, and is a Chartered Professional Accountant. The Board classifies him as independent under NYSE rules and as an audit committee financial expert; he serves as Chair of the Audit Committee.

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles: Audit Committee Chair; designated audit committee financial expert; other current committee memberships not listed for Jennings. 2024 meetings: Audit (9), Compensation (4), Nominating & Governance (6), Safety & Sustainability (4). Audit Committee report signed by “H. Keith Jennings, Chair.”
• Independence: Board determined Jennings is independent under NYSE rules; also independent for audit committee purposes under Exchange Act Rule 10A-3.
• Attendance and engagement: Board held 10 meetings in 2024; all incumbent directors (except as noted for one new appointee) attended at least 75% of combined Board and committee meetings; all eight directors then in office attended the 2024 AGM.
• Audit Committee oversight scope (selected items): external auditor appointment and fees; internal controls and critical accounting policies; major financial risk exposures; cybersecurity risk oversight; review of related-party transactions and conflicts; whistleblower procedures.
• Board refreshment: Jennings appointed November 2023 as first post-Business Combination addition; reflects ongoing refreshment strategy and skill mix optimization.

Fixed Compensation

• Director fee structure (company-wide for non-employee directors): | Component | 2024 ($) | |---|---| | Annual cash retainer — Board member | 100,000 | | Annual deferred cash/equity retainer — Board member (RSUs, 1-year vest; 60% shares/40% cash settlement) | 200,000 | | Audit committee chair retainer | 30,000 | | Other committee chair retainer | 20,000 | | Committee member retainer | 10,000 | | International meeting attendance fee (per meeting) | 4,000 | | Supplemental quarterly retainer – Board member (for Diamond acquisition work; discontinued 9/30/2024) | 20,000 per quarter |

• 2024 compensation for H. Keith Jennings (as reported under U.S. director compensation table): | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | |---|---:|---:|---:|---:| | H. Keith Jennings | 170,000 | 203,217 (2,716 RSUs) | 1,117 | 374,334 |

Note: The UK-format Directors’ Remuneration Report shows Salary and Fees $170,000 and “Money or other assets received/receivable for more than one financial year” $212,484 (includes grant-date fair values and dividend equivalents) for a total of $382,484; methodology differs from the U.S. table above.

Performance Compensation

No STIP/LTIP performance metrics apply to non-employee director compensation; PVRSU metrics disclosed in the proxy apply to executives, not directors.

Other Directorships & Interlocks

• Network linkage: Fellow Noble director Charles M. Sledge currently chairs Weatherford International’s board; Jennings previously served as Weatherford CFO (2020–2022). Not a related-party transaction, but a relevant governance network tie.

Expertise & Qualifications

• Core expertise: accounting, finance, and treasury; broad energy and chemical industry experience; prior CFO and public company board experience.
• Audit Committee financial expert designation under SEC rules; chairs Audit Committee.
• Strategic and risk oversight credentials include cybersecurity and financial risk oversight via Audit Committee responsibilities.

Equity Ownership

• Compliance status: As of 12/31/2024, Jennings had not yet met the guideline but is making reasonable progress; policy permits a five-year window and restricts selling until compliant; Company states all officers and directors are in compliance with the policy (compliance includes making reasonable progress).

Director Compensation Structure Analysis

• Mix and alignment: For 2024, equity awards ($203,217) modestly exceeded cash fees ($170,000), aligning director pay with shareholder outcomes without introducing performance-levered risk in director compensation.
• Program design quality: Time-vested RSUs with one-year vest and share/cash split, standard retainers by role, and discontinuation of supplemental retainers post-transaction support a balanced workload/pay alignment.
• No director employment contracts or termination benefits: Non-executive directors have no guaranteed amounts or termination arrangements beyond accrued amounts under the policy.

Compensation Committee Analysis

• Committee composition: 2024 Compensation Committee members were Alan J. Hirshberg (Chair), Patrice R. Douglas, Charles M. Sledge, and Alastair J. Maxwell.
• Independent consultant: Meridian Compensation Partners engaged since 2020; committee determined independence and no conflicts; 2024 fees were $178,815; consultant provides only executive and director remuneration services to the committee.

Related-Party Transactions and Conflicts

• Policy and controls: Related-party transactions are governed by written policies (UK Companies Act, Articles, Audit Committee charter, Related Party Transaction Policy, Code of Business Conduct and Ethics) and implemented via the Audit Committee. Annual questionnaires and beneficial owner filings are reviewed.
• 2024 disclosure: No related-party transactions required to be reported under SEC rules.
• Audit Committee remit includes review of related-party transactions and conflicts of interest.

Risk Indicators & Attendance

• Attendance: All incumbent directors met the 75% attendance threshold in 2024; the board held 10 meetings; all eight directors then in office attended the 2024 AGM.
• Auditor oversight: Audit Committee pre-approval policy; PwC fees for 2024 totaled $10.246 million across audit and non-audit services; the Audit Committee reviewed independence.
• Board and committee evaluations: Annual assessments conducted; 2024 included an independent third-party review with governance improvements implemented.

Governance Assessment

• Positives
  • Independent director; Audit Committee Chair; SEC-designated audit committee financial expert—strong signal for financial oversight quality.
  • Robust audit and risk oversight charter including cybersecurity and related-party oversight; active meeting cadence (9 Audit meetings in 2024).
  • Director pay balanced toward equity with straightforward, time-based vesting; no performance-levered incentives for directors.
  • Compensation governance buttressed by an independent consultant with no management-side services.
• Watch items / potential red flags
  • Ownership guideline not yet met as of 12/31/2024 (five-year window applies), though holdings increased by 3/10/2025; continued progress is expected.
  • External full-time CFO role at Array Technologies may increase time demands; continued strong attendance and engagement are key to mitigate bandwidth concerns.
  • Network linkage to Weatherford via another director (Sledge as current chair; Jennings as former CFO) is not a related-party issue but warrants awareness for perceived interlocks.