Joey Kawaja
About Joey Kawaja
Senior Vice President, Operations at Noble Corporation plc (appointed October 2022), with over 25 years in offshore rig operations and project management; prior roles include Regional Manager – Western Hemisphere (Aug 2014–Oct 2020), Operations Manager, Drilling Superintendent, and Project Manager since joining Noble in 1996. Age 51. Company performance metrics linked to his remit show 2024 operational uptime of 97% and customer satisfaction averaging 6.37/7, while relative TSR ranked in the 44th percentile versus the TSR peer group from Jan 1, 2022 to Dec 31, 2024; 2024 STIP metrics centered on Adjusted Free Cash Flow and Contract Drilling Margin, with a 1.09 award factor driving his $409,840 cash bonus for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Noble Corporation plc | Senior Vice President, Operations | Oct 2022–Present | Leads global shore-based and offshore operations execution |
| Noble Corporation plc | Vice President, Operations | Oct 2020–Oct 2022 | Operational leadership through market recovery/integration |
| Noble Corporation plc | Regional Manager – Western Hemisphere | Aug 2014–Oct 2020 | Led North and South America ops; customer delivery, safety, efficiency |
| Noble Corporation plc | Operations Manager; Drilling Superintendent; Project Manager | 1996–2014 | Progressive operational and project management roles |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (actual paid) | $341,000 | $408,333 | $460,833 |
| Base Salary (as of year-end) | — | — | $470,000; up 13.3% YoY |
| STIP Target (%) | — | 70% | 80% |
| STIP Payout (cash) | $175,500 | $427,035 | $409,840 |
| Stock Awards (grant-date fair value) | $1,161,601 | $1,174,238 | $1,588,717 |
| All Other Compensation | $30,110 | $36,758 | $151,364 (401k $20,700; Dividend Equivalents $130,664) |
Performance Compensation
Annual Cash Incentive (STIP) – 2024 Company Scorecard
| Component | Metric | Weight | 2024 Target | Actual 2024 | Factor | Component Payout |
|---|---|---|---|---|---|---|
| Financial | Adjusted Free Cash Flow | 30% | $289–$324M | $293.0M | 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 | 15% | 675.0 | 590.0 | 1.43 | 0.21 |
| People | First Choice for Employees | 10% | Subjective | Subjective | 1.50 | 0.15 |
| Award Factor: 1.09 |
Joey Kawaja’s 2024 STIP payout: $409,840 (Base $470,000 × 80% target × 1.09 award factor) .
Long-Term Incentives (LTIP) – 2024 Grants
| Grant Type | Grant Date | Units (Target) | Units (Max) | Grant Date Fair Value |
|---|---|---|---|---|
| PVRSU | 1/26/2024 | 20,376 | 40,752 | $979,067 |
| TVRSU | 1/26/2024 | 13,584 | — | $609,650 |
- TVRSUs: Three-year ratable vesting (one-third annually) starting first anniversary of grant; dividend equivalents paid in cash upon vesting .
- PVRSUs: Three-year cliff vesting; payout 0–200% of target based on performance .
2024 PVRSU Performance Scale (Company)
| Goal | Threshold | Target | Maximum | Weight |
|---|---|---|---|---|
| TSR (absolute & relative matrix) | See TSR matrix | See TSR matrix | See TSR matrix | 50.0% |
| ROIC | 10.0% | 14.6% | 19.0% | 40.0% |
| ESG – CO2 (Floaters) | 115.94 (−6%) | 113.8 (−8%) | 111.01 (−10%) | 2.5% |
| ESG – CO2 (Jackups) | 36.91 (−8%) | 36.50 (−9%) | 36.10 (−10%) | 2.5% |
| ESG – ISO 50001 | 15 rigs | 20 rigs | All rigs | 5.0% |
Prior-cycle PVRSUs (2012/2022 cycle outcomes)
| Item | Result |
|---|---|
| 2022 PVRSUs vesting multiple | 143% of target |
| Joey Kawaja – 2022 PVRSUs vested (shares) | 36,440 |
| Basis: RTSR 44th percentile; ATSR 8.9%; integration and customer metrics; ESG locked-in |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Direct/Indirect) | 113,464 shares; <1% of class |
| Unvested TVRSUs (12/31/2024) | 5,663 (2/3/2022); 7,290 (2/3/2023); 13,584 (1/26/2024) |
| Market Value of Unvested TVRSUs | $177,818; $228,906; $426,538 (at $31.40 close on 12/31/2024) |
| Unearned PVRSUs (at max, 12/31/2024) | 32,804 (2/3/2023); 40,752 (1/26/2024) |
| Market/Payout Value (PVRSUs at max) | $1,030,046; $1,279,613 |
| Shares Vested in 2024 | 223,102 shares; $9,202,355 value realized |
| Ownership Guidelines | SVP minimum = 3.0× base salary |
| Compliance Status | All officers/directors in compliance |
| Hedging/Pledging | Prohibited for directors/executives; blackout windows; 10b5-1 plans allowed with preclearance |
Vesting Schedule (TVRSUs – Joey Kawaja)
| Grant Date | Vest Dates | Shares per Tranche |
|---|---|---|
| 2/3/2022 | 2/3/2025 | 5,663 |
| 2/3/2023 | 2/3/2025; 2/3/2026 | 3,645; 3,645 |
| 1/26/2024 | 1/26/2025; 1/26/2026; 1/26/2027 | 4,528; 4,528; 4,528 |
Employment Terms
| Provision | Summary |
|---|---|
| Employment Start Date | 1996 (joined Noble) |
| Current Role Tenure | SVP Operations since Oct 2022 |
| Ownership/Holding Policy | Minimum 3× salary; five years to comply for new execs; currently compliant |
| Clawback Policy | Adopted Oct 2023; recoups excess incentive comp for 3 fiscal years preceding a required restatement under Rule 10D‑1 |
| Securities Trading Policy | Hedging/pledging prohibited; quarterly and event-based blackouts; Rule 10b5‑1 plans permitted |
| Severance & Change-in-Control | Participant in Executive Severance Plan and Change in Control Severance Plan; amounts below |
Potential Payments (as of Dec 31, 2024)
| Scenario | Cash Severance | Pro Rata Bonus | Welfare Benefits | Outplacement | Equity (Accelerated/Continued) |
|---|---|---|---|---|---|
| Death | — | $409,840 | $1,440,000 | — | $1,405,782 |
| Disability | — | $409,840 | — | — | $1,405,782 |
| Termination without Cause | $846,000 | $409,840 | $18,394 | $50,000 | $1,405,782 |
| Resignation for Good Reason | $846,000 | $409,840 | $18,394 | $50,000 | $1,405,782 |
| CIC + Termination (double trigger) | $1,692,000 | $409,840 | $27,591 | $50,000 | $1,988,091 |
Notes: “CIC” = Change in Control; plan features double-trigger cash severance and equity vesting mechanics; PVRSUs continue based on actual performance over full period, pro-rated where applicable .
Performance & Track Record
- Operations excellence: 2024 operational uptime at 97% across fleet; customer satisfaction averaged 6.37/7 through 2022–2024, reflecting execution quality in Joey’s scope .
- Capital returns context: 2024 shareholder returns leadership in sector—$300M repurchases and $276M dividends signal discipline and free cash flow focus embedded in STIP metrics Joey is measured against .
- Relative TSR: 44th percentile versus TSR peer group (Jan 1, 2022–Dec 31, 2024) informs long‑term PVRSU outcomes for his cohorts .
Governance & Shareholder Feedback (context for compensation)
- Say‑on‑pay: Over 90% of votes cast supported executive compensation program in 2024, indicating strong investor alignment with performance metrics and payout design .
- Best practices: Double‑trigger CIC, clawback policy, ownership requirements, prohibition of hedging/pledging, and independent consultant oversight (Meridian) .
Investment Implications
- Alignment: High mix of at‑risk comp (PVRSUs/TVRSUs) tied to TSR, ROIC, and ESG, plus STIP metrics focused on Adjusted FCF and margins, supports pay‑for‑performance and capital discipline; ownership guidelines (3× salary) and no hedging/pledging reduce misalignment risk .
- Retention risk: Material unvested equity (TVRSUs across 2025–2027; PVRSUs through 2026) and double‑trigger CIC protections suggest solid retention; monitor vesting windows (e.g., Feb and Jan tranches) and any Rule 10b5‑1 plans for potential selling pressure around vest dates .
- Execution signals: 2024 STIP paid at 1.09× on FCF and safety/customer metrics—a constructive near‑term indicator for operational rigor in his remit; prior-cycle PVRSUs vested at 143%, evidencing multi‑year performance delivery through integration cycles .
- Risk/Red flags: No pledging; related‑party transactions none; clawback in place; trading policy controls in effect—limited governance red flags evident for Joey specifically .