Mikkel Ipsen

About Mikkel Ipsen

Senior Vice President, Human Resources at Noble Corporation plc (NE), appointed January 2024; previously Vice President, Human Resources since October 2022 following Noble’s combination with Maersk Drilling . Prior roles include Vice President & Head of HR Partnering at Maersk Drilling since October 2021, Head of Talent Development – Northern Europe & Russia at TotalEnergies from January 2020, and Head of Human Resources – Denmark at TotalEnergies from March 2018 to January 2020; earlier senior HR roles at Maersk Oil and Maersk Drilling and 16 years as a line officer in the Danish Armed Forces; age 52 and holds a Master of Military Studies from the Royal Danish Defence College . Company performance context during his tenure: 2024 capital returns of $300 million in share repurchases and $276 million in dividends, and relative TSR at the 44th percentile vs. TSR peer group for 1/1/2022–12/31/2024 .

Past Roles

External Roles

Fixed Compensation

Noble’s executive compensation program components (applies company-wide to executives; individual pay for Mr. Ipsen is not separately disclosed in the proxy):

• Base salary: set using competitive market data; reviewed annually .
• Annual Short-Term Incentive Plan (STIP): cash bonus funded by company performance on financial, safety, customer, and human capital goals .
• Time-Vested RSUs (TVRSUs): three-year ratable vesting; align executives with long-term shareholder value and retention .
• Performance-Vested RSUs (PVRSUs): three-year cliff vest tied to TSR, ROIC, and ESG targets .

Performance Compensation

2024 STIP design and outcome (applies to all eligible personnel, including NEOs; individual payout for Mr. Ipsen not disclosed):

2024–2026 PVRSU performance scale (program-level design; vesting at 0–200% of target):

Notes:

• TSR measured by combined ATSR and RTSR vs. TSR peer group (Seadrill, Valaris, Transocean, and OSX; Diamond excluded post-acquisition) .
• ROIC defined as EBIT minus cash taxes, divided by average equity plus average net debt over the period .

Equity Ownership & Alignment

• Compliance status: “All officers and directors are currently in compliance with our share ownership policy” .
• Hedging/Pledging: Directors and executive officers are prohibited from hedging and pledging Noble stock; quarterly blackout periods apply; Rule 10b5-1 plans permitted under pre-clearance .
• Beneficial ownership: Individual holdings for Mr. Ipsen are not itemized in the proxy; all current directors and executive officers as a group (16 persons) beneficially owned 1,917,623 shares (≈1.2% of outstanding) as of March 10, 2025 .

Employment Terms

Executive severance framework (program-level terms; NEO participation explicitly disclosed; Ipsen’s plan participation is not individually disclosed):

• Executive Severance Plan (non–change-in-control):
  • Cash severance: base salary + target bonus, multiple of 2.0 (CEO) or 1.0 (other NEOs) .
  • Pro-rata annual bonus for year of termination .
  • Benefits: COBRA coverage up to 12 months; outplacement up to $50,000 .
  • Equity: full vesting of TVRSUs; PVRSUs vest based on actual performance for completed measures and prorated actual performance for incomplete periods .
• Executive Change-in-Control Severance Plan (within 24 months of CoC):
  • Cash severance: base salary + target bonus, multiple of 3.0 (CEO) or 2.0 (other NEOs) .
  • Pro-rata annual bonus; COBRA up to 18 months; outplacement up to $50,000 .
  • Equity: full vesting of TVRSUs; PVRSUs vest at target .

Clawback policy: Adopted October 2023; recoups excess incentive compensation (cash or equity) from current/former executive officers for three fiscal years preceding any material restatement under Rule 10D-1 .

Compensation Structure Analysis

• Greater emphasis on at-risk pay: Majority of target total direct compensation delivered via performance-based incentives (2024: CEO 90% variable; other NEOs ~80%) .
• Metrics focus: STIP comprises cash generation (Adjusted FCF), margins, customer satisfaction, safety, and human capital (“First Choice for Employees”)—creating direct linkage to operational execution and people outcomes .
• Long-term alignment: PVRSUs weighted 50% TSR, 40% ROIC, 10% ESG; TVRSUs on three-year ratable vest .
• Shareholder support: Over 90% of votes cast supported executive compensation in 2024 outreach; Directors’ Remuneration Report approved with 91.03% at AGM .

Say-on-Pay & Shareholder Feedback

• 2024 shareholder outreach contacted holders representing ~70% of outstanding shares; meetings with ~49%; strong support (>90% votes cast) for compensation program; discussions included capital allocation, performance metric selection, and ESG .
• UK advisory vote: Directors’ Remuneration Report historically received ~91% approval (2024 AGM) .

Compensation Peer Group (Benchmarking)

2024 benchmark peer group used for executive pay design (selected energy services/offshore drillers; updated for size and complexity): Baker Hughes, Bristow Group, ChampionX, Diamond Offshore (removed in 2025 post-acquisition), Halliburton, Helmerich & Payne, Nabors Industries, NOV, Oceaneering International, Patterson-UTI, TechnipFMC, Transocean, Valaris, Weatherford .

TSR peer group for PVRSUs: Seadrill, Valaris, Transocean, PHLX Oil Service Sector Index; Diamond excluded following acquisition .

Risk Indicators & Red Flags

• No pledging/hedging by executives permitted (alignment positive) .
• Robust clawback policy under SEC Rule 10D-1 (governance positive) .
• 2022 PVRSU modifications post-Maersk combination to re-align metrics with transformed company; final vesting at 143% for 2022 cycle driven by synergy realization, capital structure evolution, and customer satisfaction outcomes (program-level disclosure) .
• Section 16 reporting: One late Form 4 (CFO Barker) noted; otherwise timely filings for 2024 (no mention of Ipsen) .

Equity Ownership & Vesting Schedules (Program-Level)

• TVRSUs vest: one-third annually over three years from grant date .
• PVRSUs vest: at the end of the three-year performance cycle per certified performance; settlement timing after Compensation Committee approval .
• Dividend equivalent rights accrue on unvested RSUs and are paid in cash upon vesting for 2024 awards .

Employment Terms Specifics (UK/US Governance Context)

• Share ownership policy bars sales unless making reasonable progress toward thresholds; officers/directors subject to five-year compliance window .
• Trading policy enforces quarterly blackout periods; Rule 10b5-1 plans allowed via pre-clearance .

Investment Implications

• Human capital as a performance lever: Inclusion and overweighting of “First Choice for Employees” in STIP (factor 1.50) and strong safety/customer satisfaction results (high QPR, lower PCSI) suggest management emphasis on engagement and operational reliability—supports retention and execution quality .
• Alignment and governance: 3x base salary ownership requirement for Senior VPs, prohibition on hedging/pledging, and clawback policy reduce misalignment risk and support long-term shareholder outcomes .
• Pay-for-performance mechanics: PVRSUs tied to ROIC and TSR (with clear thresholds) create direct sensitivity of long-term compensation to capital efficiency and market-relative performance—monitor ROIC delivery and TSR versus the peer set for future vesting outcomes .
• Disclosure gap for individual executive: Ipsen’s personal pay, grants, and holdings are not itemized—track future proxies and Form 4 filings for insider activity or pledge disclosures to assess selling pressure and retention risk (group ownership disclosed; individual not) .