Paul Smith
About Paul Smith
Paul Smith (age 54) has served as an independent director of Seadrill Limited since February 22, 2022. He is a globally experienced financial leader with deep expertise in capital allocation, capital structure, capital markets, and restructurings across mining, metals, oil and gas, and steel. Smith holds a Master of Arts in Modern History from Lincoln College, University of Oxford, and resides in Zug, Switzerland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glencore plc | Senior finance roles culminating in CFO for Katanga Mining Limited | 2011–2020 (Katanga CFO 2019–2020) | Led capital markets, restructuring, and finance initiatives across resource businesses |
| Katanga Mining Limited (Glencore) | Chief Financial Officer | 2019–2020 | Oversaw finance for a major copper producer in the DRC |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Collingwood Capital Partners | Founder & Principal | Current | Manages public/private investments in resources, energy transformation, technology |
| Bunker Hill Mining Corp. | Director | 2023 | Board member of a North American mining company |
| Echion Technologies Ltd. | Director | 2021 | Board member of a battery materials/technology firm |
Board Governance
- Committee assignments: Member, Joint Nomination and Remuneration Committee (JNRC). JNRC membership in 2024 included Andrew Schultz (Chair as of March 10, 2025), Julie J. Robertson, and Paul Smith; the JNRC met 5 times in 2024 .
- Independence: Seadrill’s bye-laws require all directors to be independent; the Board determined all directors, including Smith, were independent in 2024 (100% independent board) .
- Attendance: The Board met 21 times in 2024; each incumbent director attended at least 80% of Board and committee meetings. All nine directors attended the 2024 AGM. Executive sessions were held quarterly and at other meetings .
- Board leadership: Separate Chair and CEO; no lead independent director as all directors are independent. Chair presides over executive sessions .
- Risk oversight: Audit & Risk Committee oversees financial/cyber risks; JNRC reviews incentive compensation risk; Operational Excellence & Sustainability Committee oversees operations, technology, ESG .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees earned or paid in cash | $187,802 | Non-employee director cash compensation earned in 2024 |
| Stock awards (TRSUs grant-date fair value) | $119,992 | Annual director TRSU grant on April 17, 2024; vest at earlier of one-year or next AGM (≥50 weeks) |
| Total | $307,794 | Sum of cash and stock awards excluding Incentive Fee |
Director fee structure (approved post-2024 AGM and proposed to continue): $140,000 annual cash retainer plus ~$120,000 annual equity award for directors; committee chairs +$25,000; additional $10,000 if on multiple committees without chair; $1,500 per meeting beyond ten per year; non-executive Chair: $180,000 cash + ~$150,000 equity .
Performance Compensation
| Item | Amount | Trigger/Terms | Date |
|---|---|---|---|
| Incentive Fee (one-time) | $448,895 | Payable to “Initial Directors” including Paul Smith at the earlier of the two-year anniversary of emergence from Chapter 11 (Feb 22, 2022) or certain transformational events; became due Feb 22, 2024 | |
| Non‑equity incentive (reported) | $448,895 | Reported as non‑equity incentive compensation for Smith in 2024 (the Incentive Fee) |
Notes:
- Seadrill does not grant stock options to directors; 2024 awards were TRSUs only for directors, with no dividends until vesting .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Bunker Hill Mining Corp. | Mining | Director | No Seadrill-related transactions disclosed; no related-party transactions reported in 2024 |
| Echion Technologies Ltd. | Battery materials/technology | Director | No Seadrill-related transactions disclosed; no related-party transactions reported in 2024 |
| Collingwood Capital Partners | Investment management | Founder & Principal | External investments across energy/resources; monitor for counterparties; no related-party transactions reported in 2024 |
Expertise & Qualifications
- Capital allocation, capital structure, capital markets, restructurings across mining, oil & gas, steel .
- Public company CFO experience (Katanga Mining Limited) and investment leadership (Collingwood) .
- Education: MA, Modern History, Lincoln College, University of Oxford .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 2,409 | As of March 17, 2025; includes rights to acquire within 60 days |
| Shares outstanding | 62,163,028 | As of record date March 17, 2025 |
| Ownership % of outstanding | ~0.0039% | Computed from 2,409 ÷ 62,163,028 |
| Unvested TRSUs (held) | 2,409 | Each non-chair director held 2,409 unvested TRSUs at 12/31/2024 |
| Pledging/Hedging | Prohibited | Company insider trading policy prohibits hedging and pledging by directors |
| Director ownership guideline | 5x annual cash retainer | Directors must hold shares equal to 5× cash retainer within five years from later of Jan 1, 2023 or becoming subject; for Smith, deadline Jan 1, 2028 |
Compensation Committee Analysis
- Composition: JNRC members in 2024 were Andrew Schultz (Chair as of March 10, 2025), Julie J. Robertson, and Paul Smith; 5 meetings in 2024 .
- Independent consultant: Lyons, Benenson & Company Inc. (LB&Co.) advised on director and executive compensation; JNRC assessed LB&Co.’s independence and found no conflicts in 2024 .
- Committee interlocks/insider participation: No member was an officer/employee or engaged in related-party transactions in 2024 .
- Peer benchmarking: JNRC used a defined peer set (e.g., Noble, Transocean, Valaris, Diamond Offshore, etc.) for executive compensation benchmarking .
Governance Assessment
- Strengths: 100% independent Board; clear committee mandates; strong attendance; executive sessions; anti-hedging/pledging policy; director ownership guidelines; no related-party transactions in 2024; Smith’s finance and restructuring expertise aligns with Seadrill’s capital-intensive, cyclical industry .
- Alignment and incentives: Introduction of annual equity grants for directors in 2024 improves alignment; Smith holds 2,409 TRSUs, which vest at the earlier of one-year or next AGM, supporting ownership growth toward the 5× retainer guideline by 2028 .
- RED FLAGS:
- One-time Incentive Fee paid to “Initial Directors” ($448,895 for Smith) in 2024 may present optics risk; although approved as part of post‑Chapter 11 arrangements, such non-employee director incentive payouts are uncommon and should be viewed as non‑recurring going forward .
- Current beneficial holdings are well below the 5× retainer guideline target by value; however, the policy allows five years to comply and counts unvested time‑based RSUs toward the requirement, mitigating near‑term concern .
- Risks/Conflicts: No related-party transactions disclosed in 2024; external roles at Bunker Hill (mining) and Echion (battery tech) are outside Seadrill’s core offshore drilling; monitor Collingwood’s investments for counterparties to Seadrill, but no conflicts disclosed .
Overall: Smith brings valuable capital markets and restructuring discipline to the JNRC and Board. Governance structures and independence are strong, with attendance and anti-hedging policies supportive of investor confidence; the 2024 incentive fee is a one‑off artifact of emergence from Chapter 11 and should be monitored for recurrence and shareholder optics .