Anton Dibowitz
About Anton Dibowitz
Anton Dibowitz, 53, is President & CEO of Valaris (appointed CEO Dec 2021 after serving as interim CEO since Sept 2021; joined the Board July 2021). He is a CPA with BBA, MPA and MBA from the University of Texas at Austin, and has 20+ years of offshore drilling experience including CEO of Seadrill (which filed for bankruptcy in Sept 2017). Valaris’ recent performance context: 2024 net income $369.8M; cumulative TSR since May 3, 2021 translates a $100 investment to $186.70 as of year-end 2024; stock closed 2024 at $44.24. “Compensation actually paid” to the CEO was negative in 2024 due to equity value declines, indicating sensitivity of pay to stock performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Valaris Limited | President & CEO; Director; Strategy Committee Chair | CEO since Dec 2021; Director since 2021 | Leadership through upcycle positioning; board-level strategy oversight . |
| Seadrill Ltd. | Advisor | Nov 2020 – Mar 2021 | Advisory role post-CEO tenure . |
| Seadrill Ltd. | Chief Executive Officer | Jul 2017 – Oct 2020 | Led company during restructuring; Seadrill filed for bankruptcy in Sep 2017 . |
| Seadrill Management | Executive Vice President | Jun 2016 – Jul 2017 | Senior operating leadership . |
| Seadrill Ltd. | Chief Commercial Officer | Jan 2013 – Jun 2016 | Commercial strategy and contracting . |
| Transocean Ltd.; Ernst & Young LLP | Various roles (tax, process, marketing) | Not specified | Early career across finance/operations disciplines . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed in Valaris’ 2025 proxy biography . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 950,000 | As of Dec 31, 2024. |
| 2023 | 950,000 | |
| 2022 | 950,000 |
Performance Compensation
Annual Cash Incentive (VCIP) – 2024
| Executive | Target Bonus (% of Salary) | Target ($) | Company Weighted Payout (%) | Actual Bonus ($) |
|---|---|---|---|---|
| Anton Dibowitz | 115% | 1,092,500 | 107% | 1,168,975 |
2024 VCIP performance framework and results:
| Performance Measure | Threshold | Target | Maximum | 2024 Actual | Resulting % of Target | Weighting | Weighted % |
|---|---|---|---|---|---|---|---|
| Personal Safety (TRIR) | 1.50 | 1.40 | 0.90 | 1.03 | 174.0% | 12.5% | 22.0% |
| Process Safety | 0.15 | 0.10 | 0.05 | 0.09 | 120.0% | 12.5% | 15.0% |
| Spill Prevention | 0.60 | 0.40 | 0.20 | 0.41 | 98.0% | 5.0% | 5.0% |
| Adjusted EBITDA ($M) | 413.0 | 548.0 | 654.0 | 520.2 | 90.0% | 20.0% | 18.0% |
| Operating Free Cash Flow ($M) | 154.9 | 313.5 | 446.4 | 261.2 | 84.0% | 20.0% | 17.0% |
| Downtime (Jackup) | 2.20% | 1.77% | 1.30% | 2.24% | 0.0% | 5.0% | 0.0% |
| Downtime (Floater) | 5.00% | 4.75% | 3.00% | 2.55% | 200.0% | 5.0% | 10.0% |
| Strategic Team Goals | 50% | 100% | 200% | 99% | 99.0% | 20.0% | 20.0% |
| Total | 107.0% |
Notes: 2024 metrics include safety and sustainability, Adjusted EBITDA (with specified adjustments), Operating FCF, downtime, and strategic goals. The overall payout was certified at 107% of target .
Long-Term Equity Incentives
2024 annual equity awards (granted March 5, 2024):
| Award Type | Grant Date | Target/Granted (#) | Maximum (#) | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|---|
| TSR PSUs | 3/05/2024 | 71,090 | 142,180 | 4,456,632 | 3-year performance period (1/1/2024–12/31/2026); payout 0–200% based on absolute and relative TSR matrix vs 21-company peer group . |
| RSUs | 3/05/2024 | 17,775 | — | 1,160,174 | Time-based; vest in three equal annual installments on 3/5/2025, 3/5/2026, 3/5/2027 . |
Key design: 80% PSUs (TSR-based) and 20% RSUs for NEOs; no stock options outstanding; PSUs valued via Monte Carlo (expected vol 49%, risk-free 4.31%, fair value $62.69 per PSU) .
Emergence PSUs (granted 2021/2022) – final outcomes:
| Component | Payout |
|---|---|
| Share Price PSUs (hurdles at $45, $55, $75) | 100% for $45 and $55 achieved; $75 not achieved . |
| Relative ROCE PSUs (3-yr) | 100% (ranked 5/9) . |
| Strategic PSUs (Year 3) | 81% . |
| Total Emergence PSUs earned (Anton) | 484,519 shares (aggregate of components) . |
Realized vesting and value (2024):
| Name | Shares Acquired on Vesting (#) | Value Realized ($) | Shares Withheld for Taxes (#) |
|---|---|---|---|
| Anton Dibowitz | 526,746 | 30,488,114 | 207,277 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 15, 2025) | 203,310 shares; less than 1% of 71,041,023 shares outstanding . |
| Outstanding unvested awards at 12/31/2024 | 3/10/2023 RSUs: 6,964 ($308,087 MV); 3/10/2023 PSUs (target): 41,779 ($1,848,303 MV); 3/05/2024 RSUs: 17,775 ($786,366 MV); 3/05/2024 PSUs (target): 71,090 ($3,145,022 MV); valued at $44.24/sh . |
| Ownership/holding policy | CEO must hold 6x base salary; minimum holding until in compliance; all NEOs currently within initial 5-year accumulation period . |
| Hedging/pledging | Hedging and pledging prohibited; annual affirmations required; none of officers/directors have pledged shares . |
Vesting schedule visibility (supply/pressure signals):
- RSUs: 5,925 shares scheduled to vest annually in 2025, 2026, 2027 from the 2024 grant (subject to continued service) .
- PSUs: 2023 TSR PSUs performance period ends 12/31/2025; 2024 TSR PSUs end 12/31/2026 (0–200% payout) .
Employment Terms
Core CEO agreement economics:
- Severance (without Cause / for Good Reason): 2x base salary + target annual bonus; pro‑rated target bonus for year of termination; 18 months subsidized health coverage; up to 12 months outplacement; reimbursement of certain legal fees; customary confidentiality, non‑compete, non‑solicit, non‑disparagement; death/disability = pro‑rated target bonus .
- Change‑in‑Control (CIC) equity treatment: RSUs fully accelerate upon CIC; PSUs vest to extent earned based on performance through CIC; pro‑rata eligibility upon certain qualifying terminations (no single‑trigger cash severance) .
Potential payments (assumes event on 12/31/2024; $44.24/share):
| Scenario | Salary+Bonus Severance ($) | Benefits/Other ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Death/Disability | 1,092,500 | — | 2,349,940 | 3,442,440 |
| Termination w/o Cause or Good Reason (No CIC) | 5,177,500 | 60,824 | 2,349,940 | 7,588,264 |
| Termination w/o Cause or Good Reason (In connection with CIC) | 5,177,500 | 60,824 | 6,087,778 | 11,326,102 |
| CIC (no termination) | N/A | N/A | 6,087,778 | 6,087,778 |
Clawback and other protections:
- NYSE 303A.14/Rule 10D‑1 compliant clawback for restatements; VCIP disqualification for misconduct; strict insider trading policy; no hedging, no pledging; no excise tax gross‑ups; no single‑trigger cash severance on CIC .
Board Governance and Director Service
- Director since 2021; not independent; currently serves on the Board and chairs the Strategy Committee (other standing committees—Audit, Compensation, N&G, Safety & Sustainability—are fully independent and chaired by non‑executive directors). Board leadership is separated with an independent Chair (Elizabeth D. Leykum) .
- Director compensation: Executive director (CEO) receives no additional board compensation .
- Governance highlights: majority vote standard; regular executive sessions; robust ownership guidelines for executives/directors; prohibition on hedging/pledging; average independent director tenure <4 years .
Performance & Track Record
| Measure | 2024 Outcome |
|---|---|
| Net income | $369.8M . |
| Adjusted EBITDA | $485.4M (non‑GAAP; reconciliation provided) . |
| Year‑end stock price | $44.24 . |
| Cumulative TSR since 5/3/2021 (company-selected period) | $100 → $186.70; peer group $155.10 (Dow Jones U.S. Select Oil Equipment & Services Index) . |
| 2024 operations | Revenue efficiency 97%; TRIR -20%, LTIR -55% YoY; reactivated DS‑7; ~$1.6B of new awards/extensions; $125M buybacks (2.2M shares, ~3% of shares) . |
Director Compensation (context for dual-role)
| Item | 2024 |
|---|---|
| Executive director fees | None paid to Mr. Dibowitz for director service . |
| Say‑on‑Pay outcome | 97% FOR at 2024 AGM . |
Investment Implications
- Pay-for-performance alignment with rigorous mix (80% PSUs/20% RSUs; annual VCIP at 107% driven by safety outperformance and mixed financials) suggests strong linkage to operational and TSR outcomes; “compensation actually paid” turning negative in 2024 underscores sensitivity to share price movements .
- Retention and supply overhang: Significant remaining unvested PSUs (201/2024 cycles) and RSUs with scheduled vests in 2025–2027, plus potential PSU cliffs in 2025 and 2026, create identifiable liquidity windows (noting 2024 vesting realized $30.5M; tax withholding absorbed 207,277 shares) .
- Alignment and risk controls: 6x salary ownership guideline for CEO, mandatory holding until compliant, and prohibition on hedging/pledging (with annual certifications) mitigate misalignment and downside moral hazard .
- Change-in-control economics: Double-trigger cash severance (2x salary+target bonus) is within market norms; however, single-trigger full acceleration for RSUs and performance-to-date vesting for PSUs at CIC can be shareholder-unfriendly and could influence strategic optionality in a consolidation upcycle .
- Governance/dual-role: Independent Chair structure mitigates CEO/Chair concentration, but CEO chairing the Strategy Committee centralizes strategic agenda-setting; nonetheless, key oversight committees remain fully independent .
- Execution track record: 2024 achievements (net income, EBITDA, safety, reactivation, backlog build, buybacks) bolster credibility; prior experience includes leading Seadrill during a bankruptcy period—relevant to capital-cycle navigation but a potential perception risk .
Data Appendix
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Summary Compensation Table (CEO): | Year | Salary ($) | Share Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) | |---|---:|---:|---:|---:|---:| | 2024 | 950,000 | 5,616,806 | 1,168,975 | 19,140 | 7,754,921 | | 2023 | 950,000 | 4,314,482 | 1,005,100 | 18,390 | 6,287,972 | | 2022 | 950,000 | 692,457 | 655,500 | 14,090 | 2,312,047 |
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Ownership snapshot: | Holder | Shares | % | |---|---:|---:| | Anton Dibowitz | 203,310 | —% (<1%) | | Shares outstanding (4/15/2025) | 71,041,023 | — |
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Related‑party transactions: None requiring disclosure since the beginning of 2024; policy requires Audit Committee approval for related‑person transactions .