Catherine Hughes
About Catherine J. Hughes
Catherine J. Hughes, age 62, is an independent director of Valaris Limited (VAL) serving since 2022. She is former Executive Vice President International at Nexen Inc., with 30+ years in oil and natural gas across operations, technology, and human capital; she holds a B.Sc. in electrical engineering from INSA Lyon, France. She currently chairs Valaris’ Nominating & Governance and Safety & Sustainability committees and serves on the Audit committee, bringing deep industry, international operations, and governance expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nexen Inc. | EVP, International (oversaw exploration, production, development outside Canada) | Jan 2012 – Apr 2013 | Senior executive oversight of global E&P operations |
| Nexen Inc. | VP Operational Services, Technology & HR | 2009 – 2012 | Led operational services and talent strategy |
| Husky Oil | VP, Oil Sands; VP, Exploration & Production Services | 2005 – 2009 | Built upstream capabilities and project leadership |
| Schlumberger | Various global roles; President, Schlumberger Canada Ltd. | Started 1986; President for five years | Multinational operations leadership across France, Italy, Nigeria, UK, USA |
External Roles
| Organization | Role | Since/Period | Committees/Impact |
|---|---|---|---|
| Shell plc | Non‑Executive Director; Chair, Sustainability Committee | Since 2017 | Leads sustainability oversight at Shell |
| SNC‑Lavalin Group Inc | Former Non‑Executive Director | Prior service (dates not disclosed) | Governance oversight |
| Statoil ASA (Equinor) | Former Non‑Executive Director | Prior service (dates not disclosed) | Governance oversight |
| Precision Drilling Inc. | Former Non‑Executive Director | Prior service (dates not disclosed) | Governance oversight |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Hughes is independent under SEC/NYSE standards; 83% of Board is independent |
| Committees | Audit (Member); Nominating & Governance (Chair); Safety & Sustainability (Chair) |
| 2024 Committee Meetings | Audit: 8; N&G: 6; Safety & Sustainability: 5 |
| Attendance | Each incumbent director attended ≥90% of Board/committee meetings in 2024; Board met 20 times |
| Governance Practices | Independent Chair; majority vote; executive sessions quarterly and at other meetings; no hedging/pledging by directors/officers |
| Shareholder Engagement | Chair and CEO engaged with governance teams; directors oversee governance outreach |
Fixed Compensation
| Component | 2024 Amount/Units | Detail |
|---|---|---|
| Annual Cash Retainer | $100,000 | Non‑executive director cash retainer |
| Annual Equity (RSUs) | 2,330 RSUs (valued at $175,000) | Vests in full on earlier of 1‑year or next AGM |
| Committee Chair Retainers (post 7/1/2024) | $30,000 per chair (N&G; Safety & Sustainability) in equity | Audit chair: $50,000; other chairs: $30,000; paid in RSUs |
| Committee Membership Retainer (post 7/1/2024) | $10,000 per committee (equity) | Replaced prior “3+ committees” cash fee |
| 2024 Director Compensation (Valaris) | Fees Earned (Cash) | Share Awards (Grant-date fair value) | Total |
|---|---|---|---|
| Catherine J. Hughes | $100,000 | $235,947 | $335,947 |
| 2024 RSU Grants (Units) | Annual Equity RSUs | Additional Retainer RSUs | Total RSUs |
|---|---|---|---|
| Catherine J. Hughes | 2,330 | 978 | 3,308 |
Notes:
- Hughes became Safety & Sustainability Committee Chair in Aug 2024 and N&G Committee Chair in Oct 2024; she received 578 RSUs pro‑rated for these chair roles (subset of the 978 additional retainer RSUs) .
- RSUs may be deferred; directors may elect up to 40% settlement in cash; Hughes had no deferred RSUs as of 12/31/2024 .
Performance Compensation
| Instrument | Performance Metric | Weight/Terms | Vesting/Payout |
|---|---|---|---|
| Director RSUs | None (time‑based) | N/A | Full vest on earlier of 1‑year or next AGM; equity paid for chair/membership roles |
| Options | None granted/held in 2024 | N/A | No director options outstanding |
No performance‑contingent equity is disclosed for non‑executive directors; director comp is a mix of fixed cash retainer plus time‑based RSUs (with equity retainer for chair/membership after July 1, 2024) .
Other Directorships & Interlocks
| Aspect | Detail |
|---|---|
| Current Public Boards | Shell plc (Chair, Sustainability) |
| Prior Public Boards | SNC‑Lavalin Group Inc; Statoil ASA; Precision Drilling Inc. |
| Compensation Committee Interlocks (2024) | Compensation Committee members in 2024 included Hughes; no interlocks/insider participation requiring disclosure |
Expertise & Qualifications
- Energy industry and oilfield services; strategic planning; international business; human capital; operational risk management .
- Over 30 years of upstream experience; senior executive leadership in global E&P roles .
- Governance: chair roles in sustainability and nominating; public company governance experience (Shell) .
Equity Ownership
| Category | Shares/Units | Status |
|---|---|---|
| Vested Shares Held (12/31/2024) | 4,136 | Common shares held |
| Unvested, Non‑Deferred RSUs (12/31/2024) | 3,308 | Outstanding RSUs |
| Deferred RSUs | None | — |
| Beneficial Ownership (4/15/2025) | 7,444 total | <1% of outstanding |
| Shares Outstanding (4/15/2025) | 71,041,023 | Ownership ≈0.0105% (7,444 / 71,041,023) |
| Tax Withholding | 501 shares withheld to meet tax obligations (footnote) | — |
| Hedging/Pledging | Prohibited for officers/directors | Annual certifications required |
| Ownership Guidelines | 5x annual cash retainer within 5 years; all directors in compliance/on track | Minimum holding periods until compliant |
Governance Assessment
- Strengths: Independent status; chairs two critical committees (N&G; Safety & Sustainability); ≥90% attendance; governance practices include executive sessions and robust ownership/anti‑hedging/anti‑pledging policies—supportive of board effectiveness and investor alignment .
- Compensation alignment: Director equity retainer paid in RSUs (including committee roles) increases long‑term alignment; no options; clear vesting and deferral mechanics; 2024 mix of cash plus equity consistent with market practice .
- Potential conflicts: External directorship at Shell plc (a major offshore customer) necessitates continued monitoring; Audit Committee oversees related‑party transactions, and Company reports no Item 404 transactions since start of 2024 . Governance policy limits outside board commitments and requires review upon changes in occupation .
- Signals: Strong say‑on‑pay support (97% in 2024) indicates investor confidence; active shareholder engagement by Chair/CEO; formal board evaluation processes with third‑party facilitation in recent years .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, attendance shortfalls, or option repricing; Section 16 filings were timely .