Patrice Douglas
About Patrice Douglas
Patrice R. Douglas (age 62) is an independent director of Noble Corporation plc (NE) appointed September 4, 2024 in connection with the Diamond Offshore acquisition; she is an attorney advising energy companies, financial institutions, municipalities and utilities on legal, regulatory and compliance matters, and is designated an “audit committee financial expert.” She holds a B.S. from Oklahoma Christian University and a J.D. from the University of Oklahoma, and previously chaired the Oklahoma Corporation Commission (2011–2015; Chair beginning 2012) and served in senior banking roles and as Mayor of Edmond, OK (2009–2011) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oklahoma Corporation Commission | Commissioner; Chair beginning 2012 | 2011–2015 | State energy utility regulator leadership; regulatory oversight experience |
| City of Edmond, Oklahoma | Mayor | 2009–2011 | Public-sector leadership; stakeholder engagement |
| First Fidelity Bank | Executive Vice President | 2008–2011 | Finance and treasury expertise |
| Spirit Bank | Senior Vice President; then President | 2004–2008 | Banking operations/leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amplify Energy Corp. (public) | Director | 2021–present | Current public company directorship |
| Diamond Offshore Drilling, Inc. (public) | Director | 2023–2024 | Joined Noble board from Diamond post-merger |
| Midstates Petroleum Company, Inc. | Director | 2016–2019 | Prior E&P board experience |
| Bank SNB and Southwest Bancorp | Director | 2016–2018 | Banking board experience |
Board Governance
- Independence and tenure: The board determined Ms. Douglas is independent under NYSE rules; director since 2024 and stands for election to serve until the 2026 AGM .
- Appointment context: Appointed as part of the Diamond Transaction to provide continuity during integration; her background covers finance/treasury and legal/government .
- Committee assignments: Member, Audit Committee (designated audit committee financial expert); Member, Compensation Committee (committee members: Hirshberg, Douglas, Sledge, Maxwell) .
- Meeting cadence: Board held 10 meetings in 2024; Audit Committee held 9 meetings in 2024 .
- Attendance: In 2024, except as noted, each incumbent director attended ≥75% of board/committee meetings; Ms. Douglas, who joined in October 2024, was unable to attend one Audit Committee meeting due to prior commitments .
- Board leadership: Independent Chair (Charles M. Sledge); non-management directors meet in executive session each regular meeting .
- Committee governance: Audit Committee oversees financial reporting, internal controls, related-party review, and cybersecurity; Compensation Committee oversees director/NEO pay, ownership guidelines, clawback policy, and shareholder engagement on pay .
- Compensation advisor independence: Meridian Compensation Partners serves as the independent remuneration consultant to the Compensation Committee; total fees $178,815 for 2024; committee operates independent of management .
| Committee | Role | Notes |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | Member list includes Jennings (Chair), Holth, Sledge, and Douglas |
| Compensation | Member | Members: Hirshberg (Chair), Douglas, Sledge, Maxwell |
| Nominating & Governance | Not listed as member | Committee responsibilities described; not named to this committee |
| Safety & Sustainability | Not listed as member | Chair: Ann Pickard (not standing for re-election) |
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer — Board member | $100,000 | Standard non-employee director cash retainer |
| Committee member annual cash retainer | $10,000 | Applies per committee membership |
| Audit Committee chair cash retainer | $30,000 | Chair premium (not applicable to Douglas) |
| Other committee chair cash retainer | $20,000 | Chair premium (not applicable to Douglas) |
| International meeting attendance fee | $4,000 | For international travel; approved due to international board composition |
| Supplemental quarterly retainer (workload) | $20,000 per quarter (board members) | For Diamond acquisition workload; discontinued effective Sep 30, 2024 |
Director compensation received by Patrice Douglas in 2024 (pro-rated from appointment):
| Item | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $36,196 |
| Stock Awards ($) | $76,508 (pro-rated RSUs) |
| All Other Compensation ($) | — |
| Total ($) | $112,704 |
Notes: For the remuneration report format, the company reports fixed vs variable totals; for Douglas, fixed “Salary and Fees” $36,196 and “Money or other assets” $78,635, total $114,831 (valuation basis differs vs ASC 718 table) .
Performance Compensation
| Grant Date | Award Type | RSUs Granted (#) | Grant Date Fair Value | Vesting | Settlement |
|---|---|---|---|---|---|
| Sep 4, 2024 | Time-Vested RSUs (TVRSUs) | 2,127 | $76,508; valued using avg high/low $35.97 on grant date | One year from grant date (expected Sep 4, 2025) | 60% shares / 40% cash at vest |
- For non-executive directors, RSUs are time-vested; no options or performance-vesting metrics apply to director grants .
Other Directorships & Interlocks
| Company | Role | Period | Potential Interlocks/Notes |
|---|---|---|---|
| Amplify Energy Corp. | Director | 2021–present | Current public company board service |
| Diamond Offshore Drilling, Inc. | Director | 2023–2024 | Joined NE board from Diamond board at merger close |
| Midstates Petroleum Company, Inc. | Director | 2016–2019 | Prior public company board |
| Bank SNB and Southwest Bancorp | Director | 2016–2018 | Prior banking boards |
- Related-party/Item 404(a) status: On appointment, the company disclosed no transactions reportable under Item 404(a), and appointment was per the Merger Agreement without other arrangements; 2024 proxy reports no related-party transactions requiring disclosure .
Expertise & Qualifications
- Finance/treasury, legal and government expertise; adds continuity from Diamond integration; designated audit committee financial expert .
- Education: B.S., Oklahoma Christian University; J.D., University of Oklahoma .
Equity Ownership
- Stock ownership policy: Non-executive directors must hold equity equal to 5× annual cash retainer; five-year compliance window; unvested TVRSUs count toward guideline; hedging and pledging are prohibited .
- Compliance status: As of 12/31/2024, Douglas had not yet met the ownership requirement given her recent appointment but is making reasonable progress (policy restricts sales until progress is made) .
| Metric | 12/31/2024 | 3/10/2025 |
|---|---|---|
| Beneficially Owned Shares | 0 (beneficially owned; unvested TVRSUs excluded) | 3,750 shares beneficially owned |
| Unvested TVRSUs | 2,127 units | N/A (not separately disclosed as of 3/10/2025) |
| Ownership Requirement | $500,000 (5× $100,000 annual cash retainer) | $500,000 |
| Value of Unvested TVRSUs | $66,788 (at $31.40 on 12/31/2024) | N/A |
Policy notes: Unvested TVRSUs count toward ownership guidelines; unvested PVRSUs (if any) do not. Hedging and pledging of company stock are prohibited for directors .
Governance Assessment
- Positives: Independent director with regulatory and banking credentials; designated audit committee financial expert; serves on Audit and Compensation committees central to financial oversight and pay governance; compensation program for directors emphasizes equity via RSUs with one-year vest and 60/40 share/cash settlement; independent compensation consultant engaged with no conflicts reported .
- Alignment: Share ownership guidelines (5× retainer) and restrictions until compliance, plus hedging/pledging bans, support investor alignment; Douglas received pro-rated RSUs upon appointment with expected vest in one year .
- Considerations: New to the board (appointed in 2024) and not yet at ownership guideline (appropriate given timing); missed one Audit Committee meeting due to prior commitments shortly after joining—disclosed and explained; no related-party transactions disclosed; appointment tied to merger provides integration continuity .
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, or compensation anomalies; one disclosed Audit Committee meeting absence post-appointment due to pre-existing schedule .