Todd Strickler
About Todd Strickler
Senior Vice President and General Counsel of Seadrill, appointed February 9, 2023; prior legal and administrative leadership across offshore drilling and oilfield services. Education: B.S. Mechanical Engineering and J.D., both from the University of Texas at Austin . Company performance context during his tenure: 2024 net income $446 million and Adjusted EBITDA $378 million; value of $100 invested in SDRL stock at year-end 2024 was $147; 2024 annual free cash flow 309 million (non‑GAAP) . 2024 executive annual bonus metrics emphasized Adjusted EBITDA, levered free cash flow, safety (TRIF), and technical utilization; his 2024 bonus paid was $384,672 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wellbore Integrity Services | General Counsel & Chief Administrative Officer | 2019–2023 | Led legal and administration for wellbore services; sector experience cited |
| Paragon Offshore | SVP Administration, General Counsel & Corporate Secretary | 2014–2018 | Built legal function post‑spin, through sale; governance leadership |
| Noble Drilling | Associate General Counsel | 2009–2014 | Supported global drilling legal matters |
External Roles
No public company directorships or external board roles disclosed in SDRL filings reviewed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 366,667 | 400,000 |
| STIP Target (%) | 75% | 75% |
| Annual Bonus Paid ($) | 342,249 | 384,672 |
| All Other Compensation ($) and notes | 25,064 (includes 401(k), insurance, tax planning) | 26,718 (includes 401(k) $20,700, insurance, tax planning) |
Performance Compensation
2024 Short‑Term Incentive Plan (STIP) – Metrics, Targets, Results and Payout
| Performance Measure | Weight | Threshold | Target | Maximum | Actual | % of Target Achieved | Weighted Score |
|---|---|---|---|---|---|---|---|
| Company Adjusted EBITDA (USD mm) | 25% | 310 | 387 | 464 | 378 | 93.97% | 23.49% |
| Company Levered Free Cash Flow (USD mm) | 15% | (118) | (91) | (64) | (74) | 161.65% | 24.25% |
| Total Recordable Incident Frequency (TRIF) | 25% | 2.27 | 1.98 | 1.49 | 1.79 | 139.01% | 34.75% |
| Technical Utilization (TU) | 15% | 92.26% | 96.10% | 97.54% | 97.13% | 171.53% | 25.73% |
| Individual Performance Appraisal Rating | 20% | — | Target | — | Target | 100% | 20.00% |
| STIP mechanics note | — | EBITDA must be ≥ Threshold for any payout | — | — | — | — | — |
Result: Aggregate weighted score ≈128.2%; with 75% STIP target, payout translated to $384,672 for Strickler for 2024 .
Long‑Term Incentive Awards (Equity)
| Component | Intended Grant Value ($) | Target Units | Performance / Vesting | Earned to‑date (quant) |
|---|---|---|---|---|
| 2024 PRSUs (TSR + Cumulative FCF) | Included in $1,602,915 total 2024 stock awards | 17,607 | 60% TSR (absolute + peer‑relative) over 1/1/2024–12/31/2026; 40% annual FCF vs budget for 2024, 2025, 2026; total payout 0–200% | 2,668 PRSUs earned for 2024 CFCF at 113.67% of target |
| 2024 TRSUs | Included in $1,602,915 total 2024 stock awards | 11,738 | Time‑vests 1/3 on Apr 17, 2025/2026/2027 | — |
| 2023 PRSUs (TSR + Cumulative FCF) | Included in $2,319,961 total 2023 stock awards | — | TSR measured 9/25/2023–12/31/2025; CFCF annual periods 2023/2024/2025; payout 0–200% | 11,951 CFCF PRSUs earned for 2023 & 2024 periods (200% and 113.67%, respectively) |
| 2023 TRSUs | — | 6,124 outstanding | Time‑vests half on Sep 25, 2023 and Sep 25, 2025 | — |
| Initial ExCo PRSUs (share price hurdles) | — | 5,610 unearned | Earnable if sustained share price thresholds met by 8/6/2025 (45 consecutive trading days) | — |
| Initial ExCo TRSUs | — | 1,068 unvested | Time‑vests with final tranche on Aug 6, 2025 | — |
Option awards are not used for executives; none granted in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 17, 2025) | 9,354 common shares; less than 1% of outstanding |
| Shares outstanding (record date) | 62,163,028 |
| Ownership as % of outstanding | ~0.015% (9,354 ÷ 62,163,028) |
| Unvested TRSUs (counts; market value at 12/31/2024) | 1,068 ($41,577); 6,124 ($238,407); 11,738 ($456,960) |
| PRSUs outstanding/unearned (counts; payout value at 12/31/2024) | Initial PRSUs 5,610 ($218,397); 2023 TSR PRSUs 8,574 ($333,786); 2024 TSR PRSUs 5,282 ($205,628); 2024 CFCF PRSUs: earned 2,668 ($103,865); to‑be‑earned 9,392 ($365,631); 2023 CFCF PRSUs: earned 11,951 ($465,252); to‑be‑earned 7,622 ($296,724) |
| Vested shares acquired in 2024 | 7,193 shares; realized value $293,494 |
| Ownership guidelines | 2x annual base salary for non‑CEO NEOs; 5‑year compliance horizon; unvested time‑based RSUs count toward compliance; performance‑based awards excluded |
| Hedging/pledging | Prohibited for directors and executive officers; no margin accounts or pledging permitted |
Employment Terms
| Term | Details |
|---|---|
| Role and reporting | SVP & General Counsel; reports to CEO |
| Employment start date | February 9, 2023 |
| Agreement term | One‑year term; auto‑renews unless either party gives 30 days’ notice |
| STIP target | 75% of base salary; payout per company/individual metrics (see STIP table) |
| Severance (no change‑in‑control) | 18 months’ base salary continuation; COBRA reimbursement during severance period; pro‑rated annual bonus (assuming satisfaction of personal objectives) |
| Change‑in‑control economics | If terminated without cause/for good reason within 24 months of a CIC: lump‑sum 2x (base + target bonus + annualized COBRA); pro‑rated annual bonus |
| Equity vesting on CIC | If awards not assumed: single‑trigger vesting at target or actual per award terms; if assumed: convert to time‑vest and vest on double‑trigger (qualifying termination within 24 months) |
| Restrictive covenants | 12‑month non‑compete/non‑solicit/non‑interference; perpetual confidentiality; invention assignment; mutual non‑disparagement |
| Clawback policy | Dodd‑Frank/NYSE‑compliant; recover incentive comp for 3 years preceding required accounting restatement |
| Other benefits/perquisites | 401(k) employer contributions; tax planning assistance; life and disability insurance; (no relocation benefits disclosed for Strickler) |
Potential Payments (as of 12/31/2024; illustrative)
| Scenario | Bonus ($) | Cash Severance ($) | COBRA ($) | TRSUs ($) | PRSUs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death/Disability | — | — | — | 73,461 | 816,375 | 889,836 |
| Termination without cause | 384,672 | 600,000 | 36,868 | 73,461 | 816,375 | 1,911,375 |
| Resignation for good reason | 384,672 | 600,000 | 36,868 | 59,602 | 650,689 | 1,731,830 |
| CIC; awards not assumed; no termination | — | — | — | 736,945 | 2,197,482 | 2,934,427 |
| CIC; assumed awards; qualifying termination (double‑trigger) | 384,672 | 1,400,000 | 49,157 | 736,945 | 2,270,281 | 4,841,054 |
Compensation Peer Group (benchmarking)
Diamond Offshore, Expro Group, Helix Energy Solutions, Helmerich & Payne, Nabors, Noble, Oceaneering, Oil States, RPC, Transocean, Valaris .
Investment Implications
- Pay‑for‑performance alignment is robust: 2024 STIP required EBITDA ≥ threshold; metrics spanned cash generation, operational uptime, and safety with above‑target achievement supporting cash payouts; PRSUs emphasize TSR and free cash flow over multi‑year horizons .
- Retention risk appears mitigated by 12‑month non‑compete, double‑trigger CIC protections, and multi‑year vesting (Apr 17, 2025/2026/2027; Sep 25, 2025; Aug 6, 2025), but single‑trigger vesting applies if awards are not assumed in a transaction—an acceleration factor to monitor in M&A scenarios .
- Insider selling pressure may cluster around scheduled vesting dates; 7,193 shares vested in 2024 (value $293,494). Hedging and pledging are prohibited, reducing misalignment risk from collateralization .
- Ownership is modest (~0.015% of shares outstanding), with formal 2x salary ownership guidelines; compliance status not disclosed. Equity mix is primarily RSUs/PRSUs (no options), limiting repricing risk and aligning with total shareholder return outcomes .