Jonathan Swinney

About Jonathan Swinney

Jonathan Swinney (age 59) is an independent director of Seadrill Limited, serving since April 3, 2023, and is a member of the Audit and Risk Committee. He was the founding CFO of EnQuest PLC (2010–2022) and previously Head of M&A at Petrofac (from 2008), with earlier capital markets roles at Lehman Brothers (Managing Director) and Credit Suisse First Boston (Director, ECM). He is a chartered accountant and qualified solicitor (LPC with distinction, College of Law) and holds a BSc (Hons) from the University of Southampton. The Board requires and has determined that all directors (including Swinney) are independent under SEC and NYSE standards.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit and Risk Committee member; the committee met 9 times in 2024. The Board has three standing committees (Audit & Risk; Joint Nomination & Remuneration; Operational Excellence & Sustainability).
• Financial expertise: The Board determined each Audit and Risk Committee member (including Swinney) qualifies as an “audit committee financial expert,” and all members meet NYSE independence criteria.
• Independence and leadership: 100% of the Board is independent per bye-laws, and the Chair role is separate from the CEO.
• Attendance and engagement: The Board met 21 times in 2024; each incumbent director attended at least 80% of Board and relevant committee meetings; executive sessions without management were held quarterly and at other meetings.

Fixed Compensation (Director)

Narrative highlights:

• Post-2024 AGM structure aligns pay with shareholders by shifting part of director compensation to equity; Chair ~$150,000 equity, other directors ~$120,000 equity annually (grant-date value).
• TRSUs have dividend equivalents only upon vest; no voting rights on unvested units.

Performance Compensation (Director)

Note: Directors receive time-vested equity only; no director performance-vested equity metrics are disclosed or used.

Other Directorships & Interlocks

• Compensation committee interlocks: The Joint Nomination & Remuneration Committee disclosed no insider participation or related-party transactions; Swinney is not a member of that committee.
• Related-party transactions: The company reported no related-party transactions since Jan 1, 2024 requiring disclosure, underscoring low conflict exposure at board level.

Expertise & Qualifications

• Designations/degrees: Chartered accountant; qualified solicitor (LPC with distinction); BSc (Hons), University of Southampton.
• Domain skills: Extensive financing across the capital structure, M&A execution, financial reporting, restructuring, treasury and financial risk; audit committee financial expert.

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with deep CFO/M&A and capital markets background; deemed an audit committee financial expert.
  • High board independence (100%), separated Chair/CEO roles, and active board cadence (21 meetings) with strong attendance.
  • Director pay structure tightened in 2024 to include meaningful equity, improving alignment; Swinney did not receive the legacy “emergence” Incentive Fee paid to initial directors.
  • No related-party transactions disclosed; robust insider trading and anti-hedging/pledging policies.

• Potential watch items

  • Ownership alignment will depend on progress toward the 5x retainer ownership guideline over the five-year window; individual compliance status is not disclosed.
  • Beneficial ownership is modest at present (2,409 shares), albeit typical for newer appointees; continued annual equity grants should build alignment.

• RED FLAGS

  • None identified in proxy disclosures: no attendance shortfalls, no related-party ties, no hedging/pledging, and no director-specific pay anomalies.

Board Governance Details (Reference)