Andrew Schultz
About Andrew Schultz
Andrew Schultz (age 70) has served as an independent Director of Seadrill Limited since February 22, 2022. He is a turnaround investor and executive with deep experience in stressed and distressed situations, and prior board leadership in offshore drilling and E&P. He holds a B.A. in Economics and Geography from Clark University and a J.D. from Fordham University School of Law; he resides in New Canaan, Connecticut .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Drilling Co. | Board Chair | Not disclosed | Board leadership in offshore drilling |
| Vanguard Natural Resources, LLC | Director | Not disclosed | Energy & E&P oversight |
External Roles
- Currently sits on a total of six boards as a Non-Executive Director Advisor (names not disclosed) .
Board Governance
- Independence: By-laws require all Directors to be independent; Board determined 100% of Directors serving in 2024 were independent, with no material relationships with Seadrill .
- Board meetings and attendance: Board met 21 times in 2024; each incumbent Director attended at least 80% of meetings of the Board and relevant committees. Executive sessions without management held during each of the four regular quarterly Board meetings and at other meetings .
- Committee memberships:
- Joint Nomination & Remuneration Committee (JNRC): Chair since March 10, 2025; members are Andrew Schultz (Chair), Julie J. Robertson, and Paul Smith; 5 meetings in 2024 .
- Audit & Risk Committee: Responsibilities include oversight of internal controls, financial reporting, auditor services, and related-party transaction review .
- Operational Excellence & Sustainability Committee: Oversight of operational performance, technology strategy, capital allocation, and ESG reporting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $192,302 | Actual 2024 cash fees for Schultz |
| Committee chair fee (structure from 2024 AGM) | $25,000 | Annual cash for committee chairs (non-Executive Chairman excluded); applies prospectively |
| Base annual Director cash retainer (structure from 2024 AGM) | $140,000 | Annual retainers restructured to add equity |
| Meeting fees | $1,500 per meeting beyond 10 | Annual cap mechanics |
- Director pay structure: From 2024 AGM, non-Executive Chairman receives $180,000 cash + ~$150,000 equity; other Directors receive $140,000 cash + ~$120,000 equity; committee chair $25,000; additional $10,000 for service on multiple committees without chair role; meeting fee $1,500 beyond 10 meetings .
- Consultant and benchmarking: JNRC engaged LB&Co. to benchmark Director pay vs peers; shareholders approved restructuring .
Performance Compensation
| Element | Grant Date | Quantity/Measure | Grant Date Fair Value | Vesting/Performance Detail |
|---|---|---|---|---|
| Director TRSUs (time-based) | April 17, 2024 | 2,409 unvested TRSUs (as of 12/31/2024) | $119,992 | Vest at earlier of 1-year from grant or next AGM (≥50 weeks) |
| Incentive Fee (one-time) | Feb 22, 2024 | N/A | $448,895 | Paid to “Initial Directors” two years post-Chapter 11 emergence per service agreements approved by creditors |
- Metrics: No performance-based metrics disclosed for Director pay; Director equity awards are time-based (TRSUs) .
Director Compensation (2024 actual)
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 192,302 |
| Stock awards (TRSUs) | 119,992 |
| Non-equity incentive compensation (Incentive Fee) | 448,895 |
| All other compensation | — |
| Total | 761,189 |
Other Directorships & Interlocks
| Company | Current/Past | Role | Committee Roles |
|---|---|---|---|
| Pacific Drilling Co. | Past | Board Chair | Not disclosed |
| Vanguard Natural Resources, LLC | Past | Director | Not disclosed |
- Committee interlocks: Proxy states no compensation committee member during 2024 was an officer/employee or engaged in related party transactions with the Company .
Expertise & Qualifications
- Turnaround investor and executive; seasoned director in stressed/distressed situations .
- Sector familiarity: offshore drilling and E&P; prior leadership at Pacific Drilling and Vanguard .
- Legal and finance background: BA (Clark University) and JD (Fordham University) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 2,409 common shares; less than 1% of shares outstanding as of March 17, 2025 |
| Shares outstanding (record date) | 62,163,028 |
| Unvested TRSUs (12/31/2024) | 2,409 |
| Ownership guidelines | Non-employee Directors: 5x annual cash retainer; compliance status for Schultz not disclosed |
| Hedging/pledging | Prohibited for Directors; no margin loans allowed |
Insider Trades (Form 3/4)
| Filing Date | Transaction Date | Type | Quantity | Price | Security | Post-Transaction Ownership | SEC URL |
|---|---|---|---|---|---|---|---|
| 2025-01-02 | 2025-01-01 | Form 3 | 2,409 | $0.00 | Restricted Stock Units | 0 (report format shows RSUs as holdings) | https://www.sec.gov/Archives/edgar/data/1737706/000095017025000185/0000950170-25-000185-index.htm |
| 2025-04-21 | 2025-04-17 | Form 4 (M-Exempt, acquisition) | 2,409 | $0.01 | Common Shares | 2,409 | https://www.sec.gov/Archives/edgar/data/1737706/000095017025056116/0000950170-25-056116-index.htm |
| 2025-04-21 | 2025-04-17 | Form 4 (M-Exempt, disposition) | 2,409 | $0.00 | Restricted Stock Units | 0 | https://www.sec.gov/Archives/edgar/data/1737706/000095017025056116/0000950170-25-056116-index.htm |
| 2025-05-16 | 2025-05-14 | Form 4 (A-Award) | 4,860 | $0.00 | Restricted Stock Units | 4,860 | https://www.sec.gov/Archives/edgar/data/1737706/000095017025073213/0000950170-25-073213-index.htm |
Governance Assessment
- Alignment and independence: Schultz is independent; Board is 100% independent under by-laws; no related party transactions disclosed in 2024; compensation committee members (including Schultz) had no insider participation or related-party dealings—positive for investor confidence .
- Committee effectiveness: As JNRC Chair since March 10, 2025, Schultz oversees executive and Director compensation frameworks, incentive plan administration, clawback policy oversight, and Director nominations; JNRC met 5 times in 2024—indicative of engagement .
- Attendance and engagement: Board met 21 times in 2024 with at least 80% attendance by each Director; executive sessions were held quarterly and at other times—supports robust oversight .
- Compensation structure signals: Board moved to a lower cash retainer with added equity for Directors beginning 2024 AGM, improving alignment; Schultz’s 2024 one-time Incentive Fee ($448,895) originated from Chapter 11 service agreements approved by creditors—a legacy arrangement rather than ongoing pay practice .
- Ownership alignment: Direct beneficial ownership is modest (2,409 shares); ongoing TRSU grants and strict anti-hedging/pledging rules partially mitigate low ownership; Directors subject to 5x retainer ownership guidelines, though individual compliance not disclosed .
RED FLAGS
- One-time Incentive Fee to “Initial Directors” in 2024 could be perceived as non-performance-based compensation; context is post-restructuring legacy agreement approved by creditors .
- Limited disclosed personal share ownership relative to guidelines; individual compliance status not provided .
Noteworthy Safeguards
- Strong independence framework and explicit prohibition of hedging and pledging for Directors .
- Formal clawback policy (Dodd-Frank compliant) overseen by JNRC and Audit & Risk Committee .
- Related-party transaction policy with Audit & Risk Committee approval; none reportable since January 1, 2024 .