Harry Quarls
About Harry Quarls
Harry Quarls, age 72, has served as an independent director of Seadrill Limited since April 3, 2023. He sits on the Operational Excellence & Sustainability Committee and brings deep energy investing and consulting experience, including leadership roles at Global Infrastructure Partners and board service at Booz & Company. He holds a B.S. (Tulane), an M.S. in Chemical Engineering (MIT), and an MBA (Stanford). The Board is 100% independent under Seadrill’s Bye-laws, and directors (including Quarls) met ≥80% attendance thresholds in 2024, with executive sessions held at each quarterly meeting and others during the year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Infrastructure Partners | Managing Director; practice leader; led North American energy midstream investments | 2008–2017 | Energy midstream investment leadership |
| Booz & Company | Member, Board of Directors | Not disclosed | Strategy/management consulting governance |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| CHC Helicopter | Chairman of the Board | 2022 | Aviation services; energy adjacency |
| Key Energy Services, Inc. | Chairman of the Board | 2020 | Oilfield services |
| ESS Tech, Inc. | Chairman of the Board | 2023 | Energy storage technology |
Board Governance
- Independence and structure: The Board is entirely independent per Bye-laws; because all directors are independent, there is no separate lead independent director and the Chairman presides over executive sessions .
- Committee assignment: Operational Excellence & Sustainability Committee (OES) member (Chair: Jean Cahuzac) .
- Board/committee activity and attendance:
- Meetings in 2024: Board 21; Audit & Risk 9; Joint Nomination & Remuneration (JNRC) 5; OES 4 .
- Attendance: Each incumbent director attended at least 80% of Board/committee meetings; all 9 directors attended the 2024 AGM; executive sessions were held at each quarterly Board meeting and others during the year .
- Shareholder voting (2025 AGM):
- Quarls re-elected: For 38,494,194; Against 75,606; Abstentions 3,312,589; Broker non-votes 9,774,230 (strong support) .
- Say‑on‑pay 2024 NEOs: For 37,474,953; Against 2,406,251; Abstentions 2,001,185; Broker non-votes 9,774,230 (supportive signal) .
- Risk oversight: OES responsibilities include operational performance, technology strategy, business continuity/cybersecurity plans, fleet capital allocation, customer strategy, and ESG oversight .
Fixed Compensation
2024 actual director compensation (non-employee):
| Name | Fees earned/paid in cash ($) | Stock awards ($) | Non‑equity incentive comp ($) | All other ($) | Total ($) |
|---|---|---|---|---|---|
| Harry Quarls | 189,302 | 119,992 | — | — | 309,294 |
Board fee structure (approved/restructured; in effect post‑2024 AGM):
| Role/Element | Amount |
|---|---|
| Non‑Executive Chairman annual cash retainer | $180,000 |
| Non‑Executive Chairman annual equity award (TRSUs grant‑date value) | ~$150,000 |
| Other Directors annual cash retainer | $140,000 |
| Other Directors annual equity award (TRSUs grant‑date value) | ~$120,000 |
| Committee Chair retainer (each) | $25,000 |
| Additional retainer for multiple committee memberships (no chair) | $10,000 |
| Per‑meeting fee above 10 meetings/year | $1,500 per meeting |
- Note: An “Initial Director” incentive fee of $448,895 was paid on Feb 22, 2024 to six directors who joined at emergence from Chapter 11; Quarls was not an Initial Director and did not receive this payment (consistent with his $0 non‑equity incentive comp) .
Performance Compensation
| Element | Details |
|---|---|
| 2024 annual director equity grant | Time‑vested RSUs (TRSUs) granted Apr 17, 2024; grant‑date fair value $119,992 (Quarls) |
| Vesting | Earlier of one‑year from grant or the next AGM, provided the AGM is not less than 50 weeks from grant |
| Unvested TRSUs as of Dec 31, 2024 | 2,409 TRSUs for each non‑chair director (including Quarls) |
| Options | No option awards to directors reported in 2024 director compensation table |
Other Directorships & Interlocks
| Company | Role | Committee roles (if disclosed) | Potential interlocks/conflicts |
|---|---|---|---|
| CHC Helicopter | Chairman | Not disclosed | No related‑party transactions requiring disclosure since Jan 1, 2024 |
| Key Energy Services, Inc. | Chairman | Not disclosed | No related‑party transactions requiring disclosure since Jan 1, 2024 |
| ESS Tech, Inc. | Chairman | Not disclosed | No related‑party transactions requiring disclosure since Jan 1, 2024 |
- Seadrill states the Board is 100% independent and had no material relationships for independence determinations . The Audit & Risk Committee reviews and must approve related‑party transactions under a formal policy; none required disclosure for 2024 .
Expertise & Qualifications
- Energy investing and operations: Led North American midstream investments at Global Infrastructure Partners; broad board and management experience across energy sectors .
- Strategy and governance: Former Booz & Company board member, bringing consulting and corporate strategy perspectives .
- Education: B.S. (Tulane), M.S. Chemical Engineering (MIT), MBA (Stanford) .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned (as of Mar 17, 2025) | 11,409 shares; “less than 1%” of outstanding |
| Shares outstanding (record date for 2025 AGM) | 62,163,028 |
| Unvested TRSUs (as of Dec 31, 2024) | 2,409 TRSUs (director annual grant) |
| Hedging/pledging | Prohibited for directors; no margin accounts or pledging permitted |
| Stock ownership guidelines (directors) | 5x annual cash retainer; to be met within 5 years from the later of Jan 1, 2023 or becoming subject to guidelines |
Governance Assessment
- Board effectiveness and independence: Quarls serves on the OES Committee that oversees operational performance, technology strategy, cybersecurity/business continuity, fleet capital allocation, and ESG—highly relevant areas for offshore drilling. The Board is fully independent; executive sessions occur regularly; director attendance (including Quarls) met ≥80% thresholds .
- Shareholder support signals: Strong re‑election support for Quarls (38,494,194 for vs. 75,606 against); Say‑on‑Pay for 2024 NEO compensation also received strong support—indicators of investor confidence in governance and pay programs .
- Pay alignment and director incentives: Post‑2024 restructure increased equity in director pay via annual TRSUs with one‑year/next‑AGM vesting to enhance alignment; Quarls’ 2024 mix was predominantly cash ($189,302 cash; $119,992 equity), consistent with peers and structure timing .
- Conflicts/related‑party exposure: No related‑party transactions requiring disclosure in 2024; formal related‑party policy overseen by the Audit & Risk Committee; anti‑hedging/pledging policy in place for directors .
- RED FLAGS: None identified in disclosures—no related‑party transactions, no hedging/pledging, strong vote outcomes, and satisfactory attendance. Continue to monitor for potential overlaps between Seadrill’s counterparties and Quarls’ external chair roles (no such transactions disclosed in 2024) .