Simon Johnson
About Simon Johnson
Simon Johnson, 54, is President and Chief Executive Officer of Seadrill Limited, appointed in March 2022. He has 28 years of international offshore drilling experience (Diamond Offshore, Noble Corporation, Borr Drilling), with strengths in strategy, investor outreach, and governance; he holds a Bachelor of Commerce (Economics & Finance) from Curtin University and completed the Harvard Business School Advanced Management Program; he is an Australian citizen residing in Texas . Under his leadership in 2024, Seadrill delivered net income of $446 million and Adjusted EBITDA of $378 million , achieved 97.13% Technical Uptime , repriced legacy Brazil contracts adding $1 billion of durable backlog and signed leading-edge dayrates up to $545,000/day , and repurchased $527 million of shares, reducing the share count by 22% since September 2023 . Total shareholder return translated a $100 initial investment to $147 in 2024, while net income and Adjusted EBITDA were $446 million and $378 million, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Borr Drilling | Chief Executive Officer | — | Led offshore drilling contractor; board and governance exposure |
| Noble Corporation | SVP – Marketing & Contracts | — | Commercial leadership; global customer relationships |
| Diamond Offshore | Various operational roles | — | Rig and shore-based operations across Southeast Asia |
| Seadrill (prior to CEO) | Various | — | International experience across listed drilling contractors |
External Roles
- None disclosed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 609,949 | 819,489 | 799,958 |
| All Other Compensation ($) | 116,069 | 245,341 | 243,886 (incl. relocation, tax gross-up on relocation benefits, 401(k), one annual business-class flight to Australia) |
Notes:
- Employment agreements provide one-year terms with automatic one-year renewals unless either party gives 30 days’ notice .
- 2024 base salary set at $800,000 (rounded) .
Performance Compensation
Annual Incentive (STIP)
- Target bonus: 110% of base salary for CEO .
- 2024 STIP weighting: Financial (Adjusted EBITDA 25%, Levered Free Cash Flow 15%) 40%; Operational (TRIF 25%, Technical Utilization 15%) 40%; Individual performance 20% .
- EBITDA Threshold: If Company Adjusted EBITDA < Threshold, no STIP payout .
2024 STIP results (Company-level metrics):
| Measure | Weight | Threshold | Target | Maximum | Actual | Payout as % of Target | Weighted Score |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (USD mm) | 25% | 310 | 387 | 464 | 378 | 93.97% | 23.49% |
| Levered Free Cash Flow (USD mm) | 15% | (118) | (91) | (64) | (74) | 161.65% | 24.25% |
| TRIF | 25% | 2.27 | 1.98 | 1.49 | 1.79 | 139.01% | 34.75% |
| Technical Utilization | 15% | 92.26% | 96.10% | 97.54% | 97.13% | 171.53% | 25.73% |
| Individual Performance | 20% | — | Target | — | Target | 100% | 20.00% |
CEO 2024 bonus payout:
| Item | Amount |
|---|---|
| 2024 Annual Bonus (STIP) | $1,128,370 |
STIP design detail (targets and rules) is further documented in the 2024 STIP guide .
Long-Term Incentives (LTI)
- 2024 target LTI value for CEO: $5,000,000; mix 60% PRSUs (TSR and Cumulative Free Cash Flow (“CFCF”)) and 40% TRSUs .
2024 CEO LTI grants:
| Vehicle | Grant Date | Target Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PRSUs – TSR | Apr 17, 2024 | 40,632 | 2,567,130 | Earned on 3-year absolute/relative TSR matrix (0–200%) for 1/1/2024–12/31/2026 |
| PRSUs – CFCF | Apr 17, 2024 | 27,088 | 1,349,253 | Earned 1/3 each year vs annual FCF budgets; settled after 2026 year-end |
| TRSUs | Apr 17, 2024 | 45,147 | 2,248,772 | Time-vest 1/3 on each of Apr 17, 2025/2026/2027 |
Key 2024 LTI outcomes and design details:
- 2024 CFCF PRSU tranche earned at 113.67% of target for the 2024 annual measurement period .
- 2023 PRSUs: 2023 CFCF tranche earned at 200% for 2023 and 113.67% for 2024; 2023 TRSUs vest 1/2 per year with final vesting on Sep 25, 2025 .
- Initial (Aug 2022) PRSUs: vesting based on sustained share-price hurdles over 45 consecutive trading days through Aug 6, 2025; Initial TRSUs final tranche vests Aug 6, 2025 .
We have not historically granted stock options .
Multi‑Year CEO Compensation (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 609,949 | 819,489 | 799,958 |
| Stock Awards (Grant Date Fair Value, $) | 4,125,612 | 10,752,925 | 6,165,155 |
| Non‑Equity Incentive Plan Compensation ($) | 835,743 | 1,131,315 | 1,128,370 |
| All Other Compensation ($) | 116,069 | 245,341 | 243,886 |
| Total ($) | 5,687,373 | 12,949,070 | 8,337,369 |
Equity Ownership & Alignment
- Beneficial ownership: 41,656 common shares as of Mar 17, 2025 (less than 1%) .
- Unvested/uneared awards at 12/31/2024 (closing price $38.93):
- Time-vested RSUs (unvested): 17,809 Initial TRSUs (vest Aug 6, 2025) ; 27,759 2023 TRSUs (vest Sep 25, 2025) ; 45,147 2024 TRSUs (vest 1/3 on Apr 17, 2025/2026/2027) .
- Performance RSUs (unearned/outstanding): 93,497 Initial PRSUs (share-price hurdles, through Aug 6, 2025) ; 38,863 2023 TSR PRSUs (at threshold disclosure level) ; 20,316 2024 TSR PRSUs (at threshold disclosure level) ; 54,177 earned 2023 CFCF PRSUs (2023 & 2024 tranches scored; service vesting through 12/31/2025) ; 10,263 earned 2024 CFCF PRSUs for 2024 tranche (service vesting through 12/31/2025) .
- Stock ownership guidelines: CEO must hold 5x base salary within five years from the later of Jan 1, 2023 or becoming subject to the guideline; unvested time-based RSUs count toward compliance; unearned PRSUs do not .
- Hedging and pledging: Company policy prohibits hedging; and prohibits directors/executive officers (and their immediate family/controlled entities) from holding Seadrill securities in margin accounts or pledging them as collateral .
- Insider trading policy: comprehensive restrictions and trading windows; filed as Exhibit 19.1 to the 2024 Annual Report .
Vesting cadence and potential selling pressure (supply overhang) in 2025:
- Apr 17, 2025: 1/3 of 2024 TRSUs scheduled to vest .
- Aug 6, 2025: Final tranche of Initial TRSUs scheduled to vest; Initial PRSUs may be earned if sustained share-price conditions met by Aug 6, 2025 .
- Sep 25, 2025: Final tranche of 2023 TRSUs scheduled to vest .
- 2025 CFCF PRSU tranches for 2023 and 2024 awards will be scored after year-end 2025 per plan design .
Employment Terms
- CEO since March 24, 2022; employment agreement dated Nov 21, 2023 following relocation to Houston (superseding prior UK agreement) .
- Term: One-year term with automatic one-year renewals unless either party gives 30 days’ notice .
- Base salary and target bonus: $800,000 base in 2024; CEO STIP target 110% of base .
- Perquisites: one annual business-class Houston–Australia flight; relocation benefits (packing/moving/storage, immigration/tax assistance) .
- Non-compete / Non-solicit / Non-interference: 12 months post-termination; perpetual confidentiality; mutual non-disparagement .
- Clawback: Dodd-Frank/NYSE-compliant recovery policy for erroneously awarded incentive-based compensation (3 prior fiscal years), administered with Audit & Risk Committee support .
- Change-in-control and severance economics (CEO):
- Without Cause / Good Reason (outside CIC window): 24 months’ base salary continuation, COBRA reimbursement during severance period, and pro-rated annual bonus based on actual performance; equity treated per award agreements (pro-rata/time-based vesting and performance treatment as applicable) .
- CIC double-trigger: Lump sum equal to 3x (base salary + target annual bonus + annualized employer COBRA share), plus pro-rated annual bonus; award agreements provide for deemed scoring and accelerated vesting if not assumed, or double-trigger vesting if assumed .
- “Net better-of” 280G cutback (no tax gross-up): payments reduced only if it increases the executive’s net after-tax position .
- Illustrative potential payments (as of 12/31/2024; $38.93 share price):
Scenario Cash Severance Pro‑rata Bonus COBRA TRSUs PRSUs Total Termination w/o Cause $1,600,000 $1,128,370 $17,125 $501,263 $5,780,621 $9,027,378 CIC: Qualifying Termination $5,040,000 $1,128,370 $25,687 $3,531,535 $13,344,854 $23,070,446
Compensation Structure Analysis
- Mix and pay-for-performance: Majority of CEO compensation is at-risk via STIP and PRSUs tied to TSR and cash flow, with TRSUs ensuring retention .
- Shift toward equity and TSR linkage: PRSUs rely on both absolute/relative TSR matrices and multi-year cash flow; 2024 TSR PRSU metrics allow 0–200% payout with peer benchmarking across 12 energy services peers .
- No stock options; no repricing: Company has not historically granted options .
- Clawback and no hedging/pledging: Strong shareholder-protection features .
- Ownership guidelines: 5x salary requirement supports alignment .
Compensation Peer Group (Benchmarking)
Peer group used for 2024 pay decisions includes Diamond Offshore, Expro, Helix Energy, Helmerich & Payne, Nabors, Noble, Oceaneering, Oil States, RPC, Transocean, Valaris (NexTier removed after acquisition) .
Say-on-Pay & Shareholder Feedback
2025 AGM results:
- Say-on-pay (2024 NEO comp) approved: For 37,474,953; Against 2,406,251; Abstain 2,001,185; Broker non-votes 9,774,230 .
- Frequency: Shareholders favored annual say-on-pay (1 year: 38,536,720; 2 years: 3,246; 3 years: 3,332,507; Abstain: 9,916) .
Performance & Track Record (selected highlights during tenure)
- Strategy: Premium floater pure-play; reintegration of four Aquadrill drillships; exited benign jackups; exceeded $70 million synergy target .
- Commercial: Repriced legacy Brazil contracts and recontracted West Tellus/Jupiter, adding ~$1 billion of durable backlog; seven years of backlog added in 2024 at average $458,000/day; leading-edge dayrate at $545,000/day .
- Operations/Safety: Technical Uptime 97.13%; TRIF ~20% better than IADC offshore average .
- Capital allocation: $527 million buybacks in 2024; cash $505 million; net leverage 0.3x at year-end .
- Technology: Opened West Minerva real-time operations center; drilled 100th MPD well .
Related Party Transactions / Red Flags
- No related party transactions requiring disclosure since Jan 1, 2024 .
- No option repricing; no pledging allowed; clawback policy in place .
Equity Ownership Snapshot (Beneficial and Awards at 12/31/2024)
| Category | Shares/Units |
|---|---|
| Beneficially Owned Common Shares | 41,656 |
| Unvested TRSUs (Initial/2023/2024) | 17,809 / 27,759 / 45,147 |
| Unearned PRSUs (Initial) | 93,497 |
| Unearned PRSUs (2023 TSR) | 38,863 |
| Earned PRSUs (2023 CFCF – 2023 & 2024 tranches) | 54,177 |
| Earned PRSUs (2024 CFCF – 2024 tranche) | 10,263 |
| Unearned PRSUs (2024 TSR) | 20,316 |
Governance & Policies Relevant to Alignment
- Insider Trading/Anti-Hedging: Restricts transactions while aware of MNPI; prohibits hedging, margin accounts, and pledging for directors/executive officers .
- Share Ownership Guidelines: CEO 5x base salary within 5 years; retention requirement until compliant .
- Recoupment: Dodd-Frank compliant clawback for three prior fiscal years on restatement .
Investment Implications
- Alignment and incentives: Heavy weighting to TSR and free cash flow PRSUs creates direct linkage to shareholder value and capital discipline; ownership guideline (5x salary) plus ban on hedging/pledging further align interests .
- Retention vs supply overhang: Multiple 2025 vesting events (Initial TRSUs, 2023 TRSUs, and 2024 TRSU tranche) support retention but may create incremental sellable supply; monitoring Form 4 filings around Apr 17/Aug 6/Sep 25, 2025 is prudent .
- Change-in-control protections: Market-standard double-trigger severance (3x base+target for CEO) plus PRSU scoring mechanics could meaningfully accelerate equity value upon CIC; total potential payout $23.1 million as of 12/31/2024 scenario underscores CIC sensitivity .
- Execution track record: 2024 backlog additions, dayrate leadership, safety/uptime performance, and significant buybacks under Johnson’s tenure indicate disciplined execution and capital returns, supportive of value creation into the current upcycle .