Torsten Sauer-Petersen
About Torsten Sauer-Petersen
Torsten Sauer-Petersen is Executive Vice President at Seadrill; he served as EVP, Human Resources since March 2022 and, effective August 27, 2025, became EVP, Chief Technology & Sustainability Officer, reflecting expanded responsibilities. He is 52, has over 25 years of drilling industry experience, joined Seadrill in 2011 after HR roles at Maersk Drilling, and holds an MBA from IMD in Lausanne; he is a Danish citizen based in Texas . In 2024, executive incentives tied to Adjusted EBITDA, Levered Free Cash Flow, safety (TRIF) and technical utilization showed high attainment in LFCF, TRIF and TU and near-target EBITDA, with the STIP requiring EBITDA at least at threshold for any payout . Long-term PSUs are linked to absolute and relative TSR and cumulative free cash flow across multi-year periods, aligning equity outcomes with shareholder returns and cash generation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seadrill Limited | Executive Vice President, Human Resources | March 2022–Aug 2025 | Led global HR through HQ relocation to Houston; supported compensation program design and workforce mobility . |
| Seadrill Limited | Senior HR leadership (joined Seadrill) | February 2011–2022 | Built HR frameworks in offshore drilling; supported restructuring and integration phases . |
| Maersk Drilling | Human Resources roles | Pre-2011 (not specified) | HR leadership within a top-tier offshore driller; talent systems and industry practices . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | — |
Fixed Compensation
- 2025 base salary set at $440,000 (effective Sept 15, 2025) upon transition to EVP, Chief Technology & Sustainability Officer .
- 2024 base salary disclosed as $371,920 (GBP-paid portion converted to USD) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 361,642 | 381,922 | 371,920 |
| Bonus ($) | 387,280 | — | — |
| Non-Equity Incentive (Annual STIP) ($) | 292,877 | 365,855 | 357,745 |
| Stock Awards ($) | 1,031,399 | 2,428,435 | 1,602,915 |
| All Other Compensation ($) | 192,611 | 249,953 | 183,827 |
| Total ($) | 2,265,809 | 3,426,165 | 2,516,407 |
Additional pay program features:
- STIP Target %: 75% of base salary for 2024 (unchanged vs 2023) .
- Insider trading policy prohibits hedging and pledging, reducing misalignment risks .
- Share ownership guidelines require 2x annual base salary for named executive officers within five years; 50% net-after-tax retention until met .
Performance Compensation
Annual STIP (2024 structure and results)
- Gate: Adjusted EBITDA must be ≥ Threshold for any payout .
- Weighting: 40% Financial (Adj. EBITDA 25%, LFCF 15); 40% Operational (TRIF 25, Technical Utilization 15); 20% Individual .
| Metric (2024) | 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% |
| 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% |
Notes: Thresholds for EBITDA and LFCF were adjusted in July 2024 due to early termination of a rig services contract assumed in the Aquadrill transaction . Torsten’s 2024 STIP payout was $357,745 .
Long-Term Incentives (Equity)
- 2024 grants: Target PRSUs 17,607; TRSUs 11,738 (April 17, 2024) .
- PRSUs: 60% TSR (absolute and relative vs a 12-company peer set), 40% cumulative free cash flow, 0–200% payout over Jan 1, 2024–Dec 31, 2026; TSR payout grid specified (absolute and percentile ranks) .
- TRSUs: vest one-third on April 17, 2025/2026/2027 .
- 2023 grants: PRSUs and TRSUs; PRSUs split 60% TSR over Sept 25, 2023–Dec 31, 2025 and 40% CFCF with annual measurement periods (2023–2025). Earned for 2023 at 200% of target and for 2024 at 113.67% of target (CFCF PRSUs), vesting subject to service through Dec 31, 2025 .
- Initial ExCo awards (Aug 6, 2022): PRSUs earned based on sustained share price for at least 45 consecutive trading days between Aug 6, 2022 and Aug 6, 2025; TRSUs vest one-third annually (final tranche vests Aug 6, 2025) .
Equity Ownership & Alignment
- Beneficial ownership (as of March 17, 2025): 10,885 common shares; <1% of outstanding .
- Ownership guidelines: 2x base salary; must hold 50% of net-after-tax shares from awards until compliant; unearned performance awards and options excluded from guideline totals .
- Anti-hedging/pledging: Executives prohibited from hedging, margin accounts, or pledging SDRL stock .
Vested vs Unvested/Unearned Equity (as of 12/31/2024; price $38.93)
| Category | Count (#) | Market Value ($) | Vesting/Performance Terms |
|---|---|---|---|
| Initial ExCo TRSUs (unvested) | 4,453 | 173,355 | Final tranche vests Aug 6, 2025 . |
| 2023 ExCo TRSUs (unvested) | 6,124 | 238,407 | Final tranche vests Sept 25, 2025 . |
| 2024 ExCo TRSUs (unvested) | 11,738 | 456,960 | One-third vest each Apr 17, 2025/2026/2027 . |
| Initial ExCo PRSUs (unearned) | 23,374 | 909,950 | Earned based on sustained share-price thresholds through Aug 6, 2025 . |
| 2023 ExCo CFCF PRSUs (earned 2023–2024 periods) | 11,951 | 465,252 | Earned at 200% (2023) and 113.67% (2024); vests Dec 31, 2025 with service . |
| 2023 ExCo CFCF PRSUs (max 2025 period) | 7,622 | 296,724 | Earnable for 2025 budget performance; vests with service . |
| 2023 ExCo TSR PRSUs (threshold reporting) | 8,574 | 333,786 | Measured vs peer-set through Dec 31, 2025 . |
| 2024 ExCo CFCF PRSUs (earned 2024 period) | 2,668 | 103,865 | Earned for 2024; vest Dec 31, 2025 with service . |
| 2024 ExCo CFCF PRSUs (max 2025–2026 periods) | 9,392 | 365,631 | Earnable across 2025–2026 budgets . |
| 2024 ExCo TSR PRSUs (threshold reporting) | 5,282 | 205,628 | Measured through Dec 31, 2026 . |
Employment Terms
| Item | Detail |
|---|---|
| Employment Agreement | Executed Nov 21, 2023 (Seadrill Americas, Inc.; Seadrill Management Limited; Executive) transitioning role to Houston after prior UK arrangement; prior agreement terminated upon effective date; includes continuation of HR EVP role . |
| Amendment No. 1 | Sept 30, 2024: Enhanced CIC severance (double trigger within 24 months post-CIC): 2x (base + target bonus + 12 months COBRA), plus pro-rata bonus; timing clarified; added Section 280G “net better of” construct . |
| Severance (no CIC) | If terminated without cause or resigns for good reason (outside CIC window): 18 months base salary; COBRA reimbursement during severance period; pro-rata annual bonus paid on actual performance (assuming personal objectives met) . |
| Severance (CIC double trigger) | Lump sum 2x (base + target bonus + annualized COBRA) + pro-rata bonus at actual achievement; paid on 60th day after termination . |
| Non-compete | Employment Agreement: 12 months post-termination non-compete, global scope, with non-solicitation and non-interference covenants; confidentiality protections . |
| Clawback | Dodd-Frank/NYSE clawback for incentive compensation: 3 fiscal-year lookback for restatements; recovery of excess over restated metrics . |
| Relocation | Relocation assistance for move to Houston: moving/storage, immigration and tax assistance; repatriation assistance on certain terminations . |
| Change in role/title | Aug 27, 2025: EVP, Chief Technology & Sustainability Officer; base salary increased to $440,000 effective Sept 15, 2025 . |
| Indemnity | Forms of Deed of Indemnity for directors and executives included among exhibits . |
| Insider Trading Policy | Prohibits hedging, margin accounts, and pledging by officers/directors and covered family/controlled entities . |
Compensation Peer Group (benchmarking reference)
- Diamond Offshore, Expro Group, Helix Energy Solutions, Helmerich & Payne, Nabors, Noble, Oceaneering, Oil States, RPC, Transocean, Valaris (NexTier removed in 2024 due to acquisition) .
Say-on-Pay & Shareholder Feedback
- 2024 Named Executive Officers’ compensation advisory vote: For 37,474,953; Against 2,406,251; Abstentions 2,001,185; Broker non-votes 9,774,230 .
- Frequency advisory vote results: 1 year 38,536,720; 2 years 3,246; 3 years 3,332,507; Abstentions 9,916; company adopting annual say-on-pay going forward .
Investment Implications
- Alignment: High at-risk mix with multi-year PRSUs linked to TSR and cash flow creates direct sensitivity to shareholder returns; anti-hedging/pledging and stock ownership guidelines reinforce alignment, though current direct ownership is modest at 10,885 shares (<1%) and alignment primarily via unvested RSUs/PRSUs .
- Retention and overhang: Significant vesting events in Aug/Sep 2025 (Initial and 2023 TRSU final tranches) and April 2025/2026/2027 (2024 TRSUs) may create selling windows and short-term supply; 12-month non-compete and enhanced CIC double-trigger severance reduce near-term departure risk but increase CIC cost sensitivity .
- Performance signals: 2024 STIP results show strong operational execution (TRIF, TU) and robust LFCF performance against budget, with EBITDA near-target post-threshold adjustment—positive for incentive payout quality and risk oversight; ongoing TSR-based PRSUs align longer-term equity outcomes with peer-relative performance .
- Governance and shareholder support: Annual say-on-pay received strong support; compensation committee uses independent consultant and robust benchmarking; clawback in place—reducing governance red flags .