Kristin Holth
About Kristin H. Holth
Independent director of Noble Corporation plc since 2022; age 69. Former Executive Vice President and Global Head of Ocean Industries at DNB Bank ASA with deep capital markets and energy shipping/offshore expertise; BA in Economics & Business Administration from BI Norwegian Business School . Independent under NYSE rules and designated an audit committee financial expert; serves on Noble’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DNB Bank ASA | EVP & Global Head of Ocean Industries | 2017–2020 | Led sector coverage; capital markets and funding expertise |
| DNB Bank ASA | Global Head of Shipping, Offshore & Logistics | 4 years | Built shipping/offshore portfolio; risk and treasury acumen |
| DNB Bank ASA (Americas) | General Manager & Head of DNB Americas | 6 years | US leadership; cross-border financing |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| HitecVision A/S | Director | Public | Energy-focused investor |
| Safe Bulkers | Director | Public | Shipping |
| DOF Group USA | Director | Public | Offshore services |
| ECOnnect Energy | Director | Private | Energy infrastructure technology |
| GasLog (prior) | Director | Public | LNG shipping |
| Maersk Supply Service (prior) | Director | Private | Offshore services |
| ABP AS (prior) | Director | Private | Not disclosed |
| Maersk Tankers (prior) | Director | Private | Tankers |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee Financial Expert .
- Independence: Board determined Holth is independent under NYSE rules .
- Attendance: Board held 10 meetings in 2024; all incumbent directors (except one director newly appointed in late 2024) attended ≥75% of board/committee meetings; all eight directors attended the 2024 AGM .
- Committee activity: Audit (9 meetings), Compensation (4), Nominating & Governance (6), Safety & Sustainability (4) in 2024 .
- Board leadership: Independent Chair; regular executive sessions without management .
Fixed Compensation (Director Pay Structure and Actuals)
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer — Board member | $100,000 | Program terms |
| Annual cash retainer — Committee member | $10,000 | Per committee; per program |
| Audit Committee Chair retainer | $30,000 | Not applicable (Holth not chair) |
| Other Committee Chair retainer | $20,000 | Not applicable |
| International meeting attendance fee | $4,000 | Per eligible meeting |
| Annual deferred equity retainer (RSUs) | $200,000 | One-year vest; 60% shares/40% cash |
| Kristin H. Holth — Director Compensation (FY 2024) | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash | $168,000 |
| Stock Awards (grant-date fair value) | $203,217 |
| All Other Compensation (Dividend Equivalents) | $3,490 |
| Total | $374,707 |
Compensation mix: ~45% cash, ~54% equity, ~1% dividend equivalents in 2024 .
Performance Compensation (Director Equity Awards)
| Grant Date | Award Type | Units Granted | Grant-Date Fair Value | Vesting & Settlement |
|---|---|---|---|---|
| Jan 26, 2024 | RSUs | 2,716 | $203,217 | Vest in 1 year; settle 60% shares/40% cash |
Performance metrics are not applied to non-employee director RSUs; director equity is time-vested only .
Other Directorships & Interlocks
| External Board | Potential Interlock with Noble |
|---|---|
| DOF Group USA (offshore services) | Sector adjacency to offshore drilling contractor Noble; no related-party transactions disclosed in 2024 |
| Safe Bulkers (shipping) | Shipping adjacency; no related-party transactions disclosed in 2024 |
| HitecVision A/S | Energy investment; no related-party transactions disclosed in 2024 |
The company disclosed no related-party transactions requiring Item 404(a) reporting for 2024 .
Expertise & Qualifications
- Finance & treasury, international business, risk management; extensive oilfield services exposure; experienced public company board member .
- Audit Committee Financial Expert designation, strengthening financial reporting oversight .
Equity Ownership
| Measure | Dec 31, 2024 | Mar 10, 2025 |
|---|---|---|
| Beneficially owned shares | 5,772 | 8,488 |
| Unvested TVRSUs | 4,528 | n/a |
| Shares outstanding (reference) | 158,772,968 | 158,772,968 |
| Ownership % of outstanding (beneficial) | ~0.0036% (5,772/158,772,968) | ~0.005% (8,488/158,772,968) |
| Stock ownership guideline | 5× annual cash retainer for non-executive directors | |
| Compliance status (as of Dec 31, 2024) | Not yet met; making reasonable progress within 5-year window for new directors | |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors |
Governance Assessment
-
Strengths:
- Independent director with audit committee financial expert status; bolsters audit oversight and financial discipline .
- Significant sector expertise across offshore/shipping and energy finance; valuable for Noble’s capital allocation and risk oversight .
- No related-party transactions disclosed; independence reinforced by company policies on hedging/pledging and robust related-party review via Audit Committee .
-
Attention points:
- Ownership guideline not yet met as of year-end 2024; company notes reasonable progress and allows 5 years to comply for newer directors (Holth joined in 2022) .
- Multiple external boards in adjacent sectors (DOF Group USA, Safe Bulkers); while no related-party transactions disclosed, investors may monitor potential information flows and time commitments .
-
Engagement and board effectiveness:
- Board and committees active (10 board meetings; Audit 9 meetings in 2024); all directors attended the 2024 AGM; attendance ≥75% threshold for incumbents maintained .
- Independent Chair structure with executive sessions enhances oversight rigor .
-
Signals from shareholder votes:
- Advisory say-on-pay (executives) support over 90% in 2024, suggesting broad shareholder confidence in compensation governance .
RED FLAGS
- Not yet in compliance with director stock ownership guideline at 12/31/2024 (within permitted transition window) .
- Overboarding risk monitoring advisable given multiple external directorships in adjacent industries; no conflicts disclosed, but sector proximity warrants continued oversight .