Ana Zambelli
About Ana Zambelli
Ana Zambelli (age 52) is an independent director of Seadrill Limited, serving since January 25, 2023. She brings 20+ years in energy services across operational, commercial, and finance roles, holds an M.S. from Heriot‑Watt University and a B.S. from the Federal University of Rio de Janeiro, plus postgraduate work at MIT (strategy/innovation/management) and Columbia (Digital Business Leadership). She resides in Rio de Janeiro, Brazil.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brookfield Private Equity Group | Managing Director, Brazil; provided operational/financial oversight for portfolio companies | 2020–2023 | Operational and financial oversight; Brazil coverage |
| Maersk Drilling | Chief Commercial Officer | 2015–2017 | Commercial leadership |
| Transocean | Managing Director | 2012–2015 | Country/operations leadership |
| Schlumberger | President, Brazil | 2007–2011 | P&L leadership; country operations |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| DHT Holdings, Inc. | Director | 2024 | Public company directorship |
| Galp | Director | 2023 | Public company directorship |
| BW Energy | Director | 2023 | Public company directorship |
| Petrobras | Independent Director (prior) | 2018–2020 | Prior public board |
| Braskem | Independent Director (prior) | 2019–2020 | Prior public board |
| Brazilian Petroleum Institute (IBP) | Diversity Committee Founder/Leader | Since 2018 | Governance/ESG leadership |
Board Governance
- Independence: Seadrill’s Bye‑laws require an all‑independent board; the Board determined all 2024 directors/nominees (including Zambelli) are independent (100% independent board).
- Committee assignments: Operational Excellence & Sustainability Committee (member). Committee members in 2024 were Jean Cahuzac (Chair), Harry Quarls, and Ana Zambelli.
- Committee remit: OES Committee oversees operational performance, HSE, technology strategy, business continuity and cybersecurity training, fleet capital allocation, customer strategy, and ESG priorities and disclosures.
- Meetings and attendance: Board met 21 times in 2024; each incumbent director attended at least 80% of Board and applicable committee meetings; executive sessions held each regular quarterly meeting and other meetings.
- Leadership structure: Chair and CEO roles are separated; no lead independent director given all directors are independent.
| Committee | Role | Meetings in 2024 | Attendance |
|---|---|---|---|
| Operational Excellence & Sustainability | Member | 4 | ≥80% (company-wide standard met by all incumbents) |
| Board of Directors | Director | 21 | ≥80% |
Fixed Compensation (Director)
- Structure (post-2024 AGM): Non‑Executive Chair cash retainer $180,000 plus ~$150,000 equity; other directors cash retainer $140,000 plus ~$120,000 equity; committee chair retainer $25,000; additional $10,000 for service on multiple committees (non‑chairs); $1,500 per meeting >10 per year. Annual equity granted as time‑vested RSUs (TRSUs).
- Hedging/pledging: Directors prohibited from hedging and from holding company securities in margin or pledging them.
| Component (2024 reported) | Amount |
|---|---|
| Fees earned/paid in cash | $187,802 |
| Stock awards (grant‑date fair value) | $119,992 |
| Non‑equity incentive plan comp | $0 (none for Zambelli) |
| All other comp | $0 |
| Total | $307,794 |
Narrative notes: 2024 equity was granted on April 17, 2024 as TRSUs; TRSUs vest on the earlier of the one-year anniversary or the next AGM (if ≥50 weeks from grant). Structure was redesigned in early 2024 with an independent compensation consultant (LB&Co.) to include annual equity for directors.
Performance Compensation
Directors receive time‑vested RSUs, not performance‑conditioned awards. No options or non‑equity incentive awards were reported for Zambelli in 2024.
| Equity Award | Grant/Status | Vesting | Notes |
|---|---|---|---|
| TRSUs (director grant) | Granted April 17, 2024 | Vest at earlier of 1‑year or next AGM (≥50 weeks from grant) | Annual director equity; time‑vested |
| Unvested TRSUs outstanding (12/31/24) | 2,409 units (for each director other than the Chair’s larger grant) | As above | Count specific to directors other than Chair |
Other Directorships & Interlocks
- Current public boards: DHT Holdings (since 2024), Galp (since 2023), BW Energy (since 2023). Prior: Petrobras (2018–2020), Braskem (2019–2020).
- Potential conflicts: Seadrill’s customers include supermajors, NOCs, and independents; while Zambelli serves on boards of energy companies (e.g., Galp, BW Energy), the company reports no related‑party transactions requiring disclosure since January 1, 2024. Related‑party transactions are reviewed/approved by the Audit & Risk Committee under a written policy.
Expertise & Qualifications
- Deep offshore services expertise (Schlumberger, Transocean, Maersk Drilling) and private equity/operator oversight (Brookfield).
- ESG leadership (founded and leads the Diversity Committee at Brazil’s IBP).
- Academic credentials include an M.S. (Heriot‑Watt), B.S. (Federal University of Rio de Janeiro), and postgraduate certificates (MIT; Columbia Digital Business Leadership Program).
Equity Ownership
| Holder | Common Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Ana Zambelli | 2,409 | <1% | Beneficial ownership as of March 17, 2025; beneficial includes rights to acquire within 60 days. |
| Director equity guideline | 5× annual cash retainer | — | Directors must reach guideline within 5 years of the later of Jan 1, 2023 or becoming subject to guidelines; TRSUs count; unearned PRSUs do not. |
| Hedging/Pledging | Prohibited | — | No hedging; no margin/pledging for directors. |
Governance Assessment
-
Strengths:
- Independent status on a 100% independent board; separation of Chair/CEO; robust committee structure.
- Relevant operational/HSE/technology/ESG oversight via OES Committee; at least 80% attendance standard met.
- Director compensation now includes equity (time‑vested RSUs), aligning interests; ownership guidelines at 5× cash retainer.
- No related‑party transactions disclosed involving directors in 2024–2025; strong insider trading/anti‑hedging policy.
-
Watch items:
- Multi‑board commitments (DHT, Galp, BW Energy) warrant ongoing monitoring for time demands and any potential customer/vendor interlocks; Seadrill’s nomination criteria emphasize time availability and conflict review. No RPTs disclosed.
- Director equity is time‑vested rather than performance‑based; alignment relies on ownership guidelines and equity mix rather than explicit director performance metrics.
Summary: Zambelli adds material offshore operations, commercial, and ESG expertise to Seadrill, serves on the OES Committee, maintains independence and attendance thresholds, and holds standard director equity/retainer with prohibited hedging/pledging and a 5× ownership guideline. No conflicts or related‑party exposures are disclosed as of the latest proxy.