Jennie Howard
About Jennie Howard
Jennie P. Howard is Senior Vice President, General Counsel and Corporate Secretary of Noble Corporation, appointed in April 2023; she is 39 years old and holds a BA in History and Politics from Durham University (UK) and a Juris Doctor from American University Law School . Company performance levers tied to executive pay emphasize cash generation and operational excellence: 2024 STIP outcomes included Adjusted Free Cash Flow of $293.0 million (factor 1.00), Contract Drilling Margin of 36.04% (factor 0.82), strong customer satisfaction (6.375/7, factor 1.19), and safety (PCSI 590, factor 1.43), for a 1.09x company award factor . Strategic highlights cited for 2024 include $300 million in share repurchases and $276–$277.8 million returned via dividends, reflecting capital return focus; relative TSR measured from Jan 1, 2022 to Dec 31, 2024 was at the 44th percentile versus the TSR peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Noble Corporation | SVP, General Counsel & Corporate Secretary | Apr 2023–Present | Leads legal, corporate governance and secretary functions during integration and capital return strategy |
| Kraton Corporation | VP, Assistant General Counsel & Assistant Corporate Secretary | Sep 2015–Mar 2022 | Public company legal, securities, and corporate secretary support in specialty chemicals |
| Hunton Andrews Kurth LLP | Corporate Associate | (prior to 2015; dates not disclosed) | Corporate legal practice experience |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary (as of 12/31/2024) | $425,000 |
| Salary Paid in 2024 | $416,667 |
| STIP Target (% of Base) | 70% |
| Company Award Factor | 1.09x |
| 2024 STIP Payout (Cash) | $324,275 |
| Stock Awards (Grant-Date Fair Value, 2024) | $1,270,974 |
| All Other Compensation (401k + DER) | $24,696 (includes $20,700 401(k) and $3,996 dividend equivalents) |
| Total Compensation (SEC SCT, 2024) | $2,036,612 |
Performance Compensation
2024 STIP Scorecard (Company)
| Component | Metric | Weight | Target | Actual | Payout Factor | Component Payout |
|---|---|---|---|---|---|---|
| Financial | Adjusted Free Cash Flow | 30% | $289–324 mm | $293.0 mm | 1.00 | 0.30 |
| Financial | Contract Drilling Margin | 30% | 37.8–38.0% | 36.04% | 0.82 | 0.25 |
| Customer | Customer QPR | 15% | 6.3 | 6.375 | 1.19 | 0.18 |
| Safety | Consequence Severity Index (PCSI) | 15% | 675.0 | 590.0 | 1.43 | 0.21 |
| People | First Choice for Employees (subjective) | 10% | Subjective | Subjective | 1.50 | 0.15 |
| Award Factor | 1.09 |
2024 Long-Term Incentives (Grant Date 1/26/2024)
| Award Type | Value (Grant Policy) | Units/Target | Terms |
|---|---|---|---|
| TVRSU | $480,000 | 10,867 | 3-year ratable vesting on each anniversary of 1/26/2024 |
| PVRSU | $720,000 | 16,301 target (32,602 max) | 3-year performance (2024–2026), cliff vest; metrics: TSR (matrix), ROIC, ESG (CO2/jackups, ISO 50001); payout 0–200% |
PVRSU performance scale and metrics: 50% TSR (absolute/relative matrix), 40% ROIC (10.0% threshold, 14.6% target, 19.0% max), 10% ESG (CO2 intensity reductions and ISO 50001 rig compliance) .
Equity Ownership & Alignment
- Beneficial ownership: 9,338 shares; includes 2,051 RSUs vesting within 60 days of March 10, 2025 .
- Outstanding unvested awards (12/31/2024): TVRSUs and PVRSUs below; market value based on $31.40/share at 12/31/2024 .
| Type | Grant Date | Unvested Units | Market Value @ $31.40 |
|---|---|---|---|
| TVRSU | 4/1/2022 | 2,051 | $64,401 |
| TVRSU | 2/3/2023 | 4,970 | $156,058 |
| TVRSU | 1/26/2024 | 10,867 | $341,224 |
| PVRSU (2023–2025) | 2/3/2023 | 22,366 target | $702,292 (max value basis disclosed separately) |
| PVRSU (2024–2026) | 1/26/2024 | 32,602 max (16,301 target) | $1,023,703 (max) |
- Vesting schedule (time-based RSUs):
- 4/1/2025: 2,051 (from 4/1/2022 grant)
- 2/3/2025 and 2/3/2026: 2,485 each (from 2/3/2023 grant)
- 1/26/2025, 1/26/2026, 1/26/2027: 3,622 each (from 1/26/2024 grant)
- Ownership guidelines: SVP threshold = 3× base salary; all officers and directors are in compliance .
- Hedging/pledging: Prohibited for directors and executive officers under the company’s insider trading policy .
Employment Terms
- Severance framework (adopted Aug 2023): If terminated without cause or for good reason (non‑CIC), lump sum of 1× (base salary + target bonus), 12 months COBRA, outplacement up to $50,000, full vesting of TVRSUs, and performance awards vest pro‑rata based on actual performance; if within 24 months post‑change-in-control and terminated (double-trigger), 2× (base + target bonus), 18 months COBRA, outplacement up to $50,000, full vesting of TVRSUs and PVRSUs at target .
- Potential payments as of 12/31/2024:
- Termination without cause/for good reason: Severance $722,500; pro‑rata bonus $324,275; welfare benefits $18,394; outplacement $50,000; accelerated equity $977,961 .
- CIC double-trigger: Severance $1,445,000; pro‑rata bonus $324,275; welfare benefits $27,591; outplacement $50,000; accelerated equity $1,424,681 .
- Clawback: Adopted Oct 2023; applies to all current/former executive officers, recouping excess incentive comp over three fiscal years preceding a required restatement per Rule 10D‑1 .
Compensation Structure Analysis
- 2024 pay mix tilted to equity/at-risk: STIP target 70% of salary with a 1.09x company factor; 2024 LTIP grants of $1.2 million (60% PVRSU, 40% TVRSU) with three-year performance and service conditions, aligning awards to TSR, ROIC, and ESG outcomes .
- Governance guardrails: No hedging/pledging, robust stock ownership requirements (3× salary for SVP), and a clawback policy tied to restatements enhance alignment and downside accountability .
- Say‑on‑Pay and investor feedback: Over 90% of votes cast supported executive compensation in 2024; shareholder outreach covered ~70% of outstanding shares, with feedback incorporated into metric selection and design .
Investment Implications
- Alignment and retention: Significant unvested equity with multi-year vesting and double‑trigger CIC protection support retention; ownership guidelines and prohibited pledging/hedging reinforce alignment with shareholders .
- Near-term supply from vesting: Scheduled RSU vesting in 2025–2027 (e.g., 2,051 on 4/1/2025; 2,485 on 2/3/2025; 3,622 on 1/26/2025) can create incremental share issuance/settlement events around vest dates, a typical source of potential selling pressure for insiders post‑settlement windows .
- Pay-for-performance linkage: The 2024 STIP and PVRSU design emphasize cash generation (Adjusted FCF), capital efficiency (ROIC), TSR, safety, and customer satisfaction—metrics aligned to value creation in offshore drilling cycles . Shareholder support (>90% approval) and active engagement indicate low governance friction risk on pay .
Notes:
• All values and terms are sourced from Noble Corporation plc’s 2025 DEF 14A (filed Mar 27, 2025).
• Noble excludes Diamond Offshore financials from 2024 STIP financial metrics due to September 2024 close, maintaining metric integrity **[1895262_0001628280-25-015025_ne-20250326.htm:53]**.