Jan Kjærvik

About Jan Kjærvik

Independent non-executive director of Seadrill Limited since February 22, 2022; age 67. He is a career finance executive with ~40 years across banking and the energy/maritime sectors, including Interim Treasurer for GE Energy businesses (Vernova) during its 2024 spin-out, Head of Treasury & Risk at A.P. Møller-Mærsk (2008–2021), and a similar role at Aker Solutions (2002–2008). He holds a lic. oec. (master’s in Economics) from the University of St. Gallen and resides in Oslo, Norway . The Board requires all directors to be independent and has determined the entire Board is independent (100%) .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit and Risk Committee member; the committee met 9 times in 2024, all members meet NYSE independence criteria and are designated audit committee financial experts; each member is financially literate .
• Independence: Board bylaws require all directors to be independent; the Board determined all directors were independent in 2024 (100% independent) .
• Meetings and attendance: Board met 21 times in 2024; each incumbent director attended at least 80% of Board and committee meetings; executive sessions without management were held quarterly and at other meetings; all nine incumbent directors attended the 2024 AGM .
• Board leadership: Independent Chair; all directors are independent so there is no separate Lead Independent Director; independent executive sessions are chaired by the Board Chair .
• Election results (2025 AGM) – strong support for re-election:

• Say-on-pay and director remuneration (2025 AGM) – shareholder signals:

Fixed Compensation

• Structure (effective after 2024 AGM): Non-Executive Chair $180,000 cash retainer plus ~$150,000 equity; other directors $140,000 cash retainer plus ~$120,000 equity; committee chair fee $25,000; additional $10,000 for multi-committee service (non-chairs); $1,500 per meeting if >10 meetings/year; 2024 annual equity granted as time-vested RSUs (TRSUs) .
• 2024 actual remuneration for Jan Kjærvik:

Notes:

• The “Incentive Fee” was a one-time payment to initial post‑emergence directors, triggered on the second anniversary of Seadrill’s Chapter 11 emergence (February 22, 2024), consistent with pre‑approved services agreements; $448,895 per initial director was paid .

Performance Compensation

• Director equity structure and vesting:
  • 2024 annual director grant: TRSUs granted April 17, 2024; vest on the earlier of the 2025 AGM (if at least 50 weeks from grant) or first anniversary of grant; intended to align directors with shareholders .
• Jan’s 2024 equity grant and status:

There are no director performance metrics (e.g., TSR hurdles) tied to Jan’s director equity; awards are time-based TRSUs per the director plan .

Other Directorships & Interlocks

No related party transactions requiring disclosure were reported since January 1, 2024; the Audit & Risk Committee oversees related party transaction approvals under the written policy .

Expertise & Qualifications

• Designated audit committee financial expert; financially literate; committee members meet NYSE independence requirements .
• Deep treasury, risk, and capital markets experience across shipping, energy services, and banking; education in economics (University of St. Gallen) .

Equity Ownership

Form 3 disclosure confirms Jan’s April 17, 2024 director RSU grant (2,409 units) and vesting mechanics (earlier of 2025 AGM or one year) .

Governance Assessment

• Positives

  • Independence and financial rigor: 100% independent Board; Jan serves on the Audit & Risk Committee designated as audit committee financial expert; strong oversight remit (financial reporting, internal controls, cybersecurity, related-party reviews) .
  • Engagement and oversight: Board met 21 times; each director ≥80% attendance; executive sessions regularly held; all directors attended 2024 AGM .
  • Shareholder support signals: Strong re‑election vote for Kjærvik (≈99.8% of votes cast “For” vs “Against”); say‑on‑pay and director remuneration also approved, with annual say‑on‑pay frequency adopted .
  • Alignment and safeguards: Director equity grants (TRSUs) and 5× retainer ownership guidelines; robust clawback; anti‑hedging/pledging policy .

• Watch items

  • One‑time “Incentive Fee” to initial post‑emergence directors ($448,895) is atypical for mature governance regimes; it was creditor‑approved during restructuring but inflates 2024 director pay optics; monitor investor sentiment in future proxy seasons .
  • Multiple external audit chair roles (Høegh Autoliners, Odfjell SE) can be additive for expertise but raise time‑commitment considerations; attendance remained ≥80% in 2024 .

• Policy environment

  • Related‑party transactions: None reported for 2024+; formal policy with Audit Committee approval requirement .
  • Risk oversight: Committee charters explicitly cover enterprise risk and cybersecurity; Board maintains executive succession oversight .

Insider and Section 16 Reference

• Initial Statement of Beneficial Ownership (Form 3): Filed January 2, 2025; shows 2,409 director TRSUs granted April 17, 2024 with vesting tied to AGM/one‑year anniversary .
• Power of Attorney for Section 16 filings signed by Jan B. Kjærvik dated November 7, 2024 .