Robert Eifler
About Robert Eifler
Robert W. Eifler (age 45) has served as Noble Corporation’s President and CEO since May 2020 and as a director since 2020; he holds a B.S. in Systems & Information Engineering (University of Virginia) and an Acton MBA in Entrepreneurship . Under his tenure, Noble completed strategic M&A (Maersk Drilling 2022; Diamond Offshore 2024), returned $300M via repurchases and $276–278M via dividends in 2024, and realized >$150M Maersk synergies and over half of the estimated $100M Diamond synergies to date . Company operating metrics include 97% uptime, strong HSE metrics, and 2024 revenue of $3,046.8M (+18% YoY) alongside a 58% increase in income before tax; relative TSR measured Jan 1, 2022–Dec 31, 2024 ranked at the 44th percentile versus the TSR peer group . 2024 STIP funded at 109% with balanced financial/operational/ESG outcomes (Adjusted FCF, margin, safety, customer satisfaction, talent) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Noble Corporation | President & CEO | 2020–present | Led Maersk and Diamond integrations; capital returns via buybacks/dividends; 97% uptime and HSE strength . |
| Noble Corporation | SVP, Commercial; SVP, Marketing & Contracts; VP & GM – Marketing & Contracts; various operational/marketing roles | 2017–2020 (SVP/VP); joined 2005 | Drove commercial strategy and contracting; global marketing leadership (incl. Eastern Hemisphere) . |
| Hercules Offshore, Inc. | Director, International Marketing | 2013–2015 | Offshore driller marketing leadership experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy biography . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 800,000 | 883,333 | 941,667 |
| STIP target (% of base) | — | 125% | 130% |
| 2024 STIP payout ($) | — | — | 1,346,150 |
Notes:
- 2025 base salary set at $1,000,000; 2025 STIP target remains 130% with normalized cash generation (70%), customer satisfaction (15%), and safety index (15%) as funding metrics .
Performance Compensation
2024 Long-term Incentive Program (LTIP) Awards
| Component | Grant date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| PVRSUs | 1/26/2024 | 118,860 target units; grant date value $5,711,223 | 3-year cliff (2024–2026) | Performance on ATSR/RTSR (50%), ROIC (40%), ESG (10%) with 0–200% payout; TSR matrix uses $47.85 start VWAP and 7-day end VWAP . |
| TVRSUs | 1/26/2024 | 50,940 units; grant date value $2,286,187 | Ratable over 3 years | 30% of CEO LTIP; aligns with share price; accrues dividend equivalents paid at vest . |
2024 PVRSU performance design (CEO)
| Metric | Weight | Threshold | Target | Max | Mechanics |
|---|---|---|---|---|---|
| Absolute/Relative TSR (vs. TSR peer group/index) | 50% | Matrix | Matrix | Matrix | ATSR/RTSR matrix with 0–200% payout; 7-day VWAP windowing . |
| ROIC | 40% | 10.0% | 14.6% | 19.0% | EBIT−cash taxes over average equity+net debt . |
| ESG (CO2 intensity – floaters) | 2.5% | 115.94 (−6%) | 113.8 (−8%) | 111.01 (−10%) | Tons CO2e/contracted day . |
| ESG (CO2 intensity – jackups) | 2.5% | 36.91 (−8%) | 36.50 (−9%) | 36.10 (−10%) | Tons CO2e/contracted day . |
| ESG (ISO 50001 compliance) | 5% | 15 rigs | 20 rigs | All rigs | Energy mgmt. system deployment . |
2022 PVRSU outcome (settled Jan 30, 2025)
| Metric | Weight | Target | Actual | Factor | Result |
|---|---|---|---|---|---|
| TSR (ATSR/RTSR) | 33.33% | Matrix | RTSR 44th pct; ATSR 8.9% | 0.95 | 0.317 |
| Merger synergies | 16.67% | $125M | $173M | 1.96 | 0.327 |
| Capital structure evolution | 16.67% | Subjective | Outstanding | 2.00 | 0.333 |
| Customer satisfaction | 16.67% | Subjective | Outstanding | 2.00 | 0.333 |
| ESG (locked in 2022) | 8.33% | Subjective | Locked | 0.75 | 0.062 |
| ESG workforce diversity (locked) | 8.33% | Subjective | Locked | 0.75 | 0.062 |
| Total payout multiple | — | — | — | — | 1.43x; CEO vested 185,513 PVRSUs . |
2024 STIP scorecard and payout (CEO)
| Component | Metric | Weight | 2024 Target | Actual 2024 | Factor | Component payout |
|---|---|---|---|---|---|---|
| Financial | Adjusted Free Cash Flow ($mm) | 30% | 289–324 | 293.0 | 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 |
| Talent | First Choice for Employees | 10% | Subjective | Committee 1.5x | 1.50 | 0.15 |
| Award factor | — | — | — | — | — | 1.09; CEO payout $1,346,150 . |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (3/10/2025) | 1,236,365 shares | CEO/director. |
| Shares outstanding (record date 3/10/2025) | 158,772,968 | For % ownership calc. |
| Ownership as % of shares outstanding | ~0.8% (calc. from above) | Calculated for context. |
| Unvested TVRSUs (12/31/2024) | 121,519 | Vest ratably over 3 years. |
| Unvested PVRSUs (target) (12/31/2024) | 212,797 | Shown at target; max 425,594 . |
| 2024 stock vested (shares; value realized) | 1,672,674; $69,913,472 | Realized value uses average high/low on vest date . |
| Ownership guideline (CEO) | 6× base salary; all officers/directors compliant | CEO 2024 requirement shown at $4.8M; value $37.45M at 12/31/24 . |
| Hedging/pledging | Prohibited for directors/executives | Trading via pre-cleared 10b5-1 plans permitted . |
Upcoming vesting cadence (TVRSUs in CEO’s name as of 12/31/2024):
| Grant | Vest dates | Shares per tranche |
|---|---|---|
| 2/3/2022 TVRSU | 2/3/2025 | 28,829 |
| 2/3/2023 TVRSU | 2/3/2025; 2/3/2026 | 20,875 each |
| 1/26/2024 TVRSU | 1/26/2025; 1/26/2026; 1/26/2027 | 16,980 each |
Governance/compliance:
- Related-party transactions: none requiring disclosure in 2024 .
- Share ownership policy excludes unvested performance shares; unvested TVRSUs count toward compliance .
Employment Terms
Plan framework and severance economics:
- Employment agreements (including Eifler’s) terminated Feb 5, 2024; Noble adopted an Executive Severance Plan and an Executive Change-in-Control Severance Plan in Aug 2023 .
- Base severance (no CIC): cash equal to (base salary + target bonus) × 2.0 for CEO; pro‑rata bonus; 12 months COBRA; up to $50k outplacement; full vest of time‑vest; performance awards continue pro‑rata based on actual performance; separation agreement required .
- CIC severance (double-trigger within 24 months): cash equal to (base salary + target bonus) × 3.0 for CEO; pro‑rata bonus; 18 months COBRA; up to $50k outplacement; full vest of time‑vest; performance awards vest at target .
- Non‑competition: Eifler’s prior service contract (expired Feb 2024) included a 12‑month non‑compete; current severance governed by plan terms above .
- Clawback: adopted Oct 2023 for current/former executive officers (restatement‑based recovery of cash/equity incentive comp) .
Illustrative potential payments at 12/31/2024 (CEO):
| Scenario | Cash severance | Pro‑rata bonus | COBRA | Outplacement | Equity acceleration |
|---|---|---|---|---|---|
| Termination w/o Cause | $4,370,000 | $1,346,150 | $18,394 | $50,000 | $7,117,907 (closing px $31.40) |
| Good Reason resignation | $4,370,000 | $1,346,150 | $18,394 | $50,000 | $7,117,907 |
| CIC + Qualifying termination | $6,555,000 | $1,346,150 | $27,591 | $50,000 | $10,497,522 |
| Death/Disability | — | $1,346,150 | $1,200,000 (life ins.) | — | $7,117,907 |
Trigger definitions (Cause/Good Reason/CIC) summarized per plan; all severance requires release and compliance .
Perquisites/benefits:
- 401(k) match $20,700 in 2024; dividend equivalent rights paid on vesting; company paid UK taxes related to business travel ($673,732) and Medicare tax gross‑up ($15,832) for CEO .
- No executive SERP; minimal perquisites otherwise; 2024 CEO All Other Compensation totaled $1,751,277 .
Compensation Structure Analysis
Multi‑year compensation mix and trends (CEO):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 800,000 | 883,333 | 941,667 |
| Stock awards ($) | 5,913,496 | 6,725,180 | 7,997,410 |
| STIP ($) | 686,400 | 1,653,750 | 1,346,150 |
| All other comp ($) | 36,152 | 385,120 | 1,751,277 |
| Total ($) | 7,436,048 | 9,647,383 | 12,036,504 |
Observations:
- High “at‑risk” pay: in 2024, 90% of CEO target TDC was variable (STIP + equity), dominated by PVRSUs (70% of LTIP) .
- 2024 STIP factor at 1.09 reflects mixed financials (margin below target) offset by safety, customer satisfaction, and talent outcomes .
- 2022 PVRSUs settled at 143% primarily on integration and capital structure outcomes; TSR delivered mid‑quartile relative performance over the cycle .
- Governance changes include adoption of a clawback in 2023 and continued prohibition on hedging/pledging .
- Shareholder support remains high: >90% “say‑on‑pay” support in 2024 US advisory vote; UK Directors’ Remuneration Report 91.03% approval in 2024 AGM .
Benchmarking/peer groups:
- 2024 Compensation Benchmark Peer Group includes Baker Hughes, Halliburton, Valaris, Transocean, NOV, Nabors, Weatherford, TechnipFMC, ChampionX, Bristow, Patterson‑UTI, Oceaneering; Diamond Offshore removed post‑acquisition .
- TSR Peer Group (for PVRSUs) includes Valaris, Transocean, Seadrill, and the PHLX Oil Service Sector Index; Diamond excluded post‑acquisition .
Board Governance (dual‑role implications)
- Eifler is a management director (non‑independent) and has served on the Board since 2020 . The Chair is independent (Charles Sledge), and the roles of Chair and CEO are separated with regular executive sessions of independent directors; all Board committees are fully independent .
- Committee roles: Eifler is not a member of audit, compensation, nominating & governance, or safety & sustainability committees; committee chairs are Hemmingsen (Safety & Sustainability), Hirshberg (Compensation), Jennings (Audit), Pickard (N&G; through 2024) .
- Independence and oversight: Board affirms NYSE independence for non‑management directors; independent Chair presides over executive sessions .
- Bankruptcy disclosure: Noble’s predecessor filed in 2020; Eifler served as director/executive officer at petition time (disclosed under “legal proceedings”) .
Equity Ownership & Director Service
- Beneficial ownership: Eifler beneficially owned 1,236,365 shares as of March 10, 2025 .
- Director service: Director since 2020; age 45; core skills in governance, international business, operations, sales/marketing, engineering; extensive OFS experience .
- Director compensation: Applies to non‑employee directors only; 2024 program includes cash/deferred RSUs; not applicable to CEO .
Performance & Track Record
- Strategic M&A/integration: Realized >$150M Maersk synergies (vs. $125M target) and over half of ~$100M Diamond synergies by YE 2024; built leading 7th‑gen drillship fleet .
- Capital returns: $300M share repurchases and ~$276–278M dividends in 2024 .
- Operating and customer outcomes: 97% uptime; customer satisfaction averaged 6.37/7 in 2024 .
- Financials: 2024 revenue $3,046,787k (+18% YoY) and income before income tax up 58% .
- TSR: Relative TSR 44th percentile over 2022–2024 period; ATSR/RTSR used in PVRSU design .
Say‑on‑Pay & Shareholder Feedback
- 2024 outreach contacted holders ≈70% of outstanding shares; met ≈49%; over 90% of votes cast supported executive compensation .
- 2023 UK Directors’ Remuneration Report approved with 91.03% votes in favor; Remuneration Policy approved in 2023 with 98.96% support .
Risk Indicators & Red Flags
- CIC economics: 3.0× base+target bonus double‑trigger severance for CEO could increase acquisition transaction costs; performance awards vest at target upon CIC termination .
- Clawback and no-pledging: Clawback adopted 2023; hedging/pledging prohibited—mitigates misalignment risk .
- Tax items: Company paid certain UK taxes tied to business travel and a Medicare tax gross‑up for CEO in 2024—watch for ongoing perquisite optics .
- Bankruptcy history: Predecessor’s 2020 filing disclosed; Eifler was serving as director/executive officer at the time .
Compensation Committee & Advisors
- Compensation Committee (independent) sets goals and approves CEO pay; uses Meridian Compensation Partners as independent consultant; no conflicts reported; 2024 fees $178,815 .
Investment Implications
- Alignment: High at‑risk mix (PVRSU‑heavy) ties CEO outcomes to TSR and ROIC with ESG add‑ons; strong ownership guidelines and no‑pledging reinforce alignment .
- Retention/supply risk: Meaningful unvested equity and TVRSU vesting cadence support retention but create periodic vest‑related liquidity windows; trading only via policy‑compliant channels (10b5‑1) .
- Performance momentum: 2024 delivered double‑digit revenue and profit growth and integration milestones, but relative TSR mid‑quartile suggests upside depends on sustained margin expansion and cash generation; 2025 STIP tilts further to normalized cash generation (70%) .
- Governance: Independent Chair/fully independent committees mitigate CEO/director dual‑role concerns; strong say‑on‑pay support reduces near‑term governance overhangs .