Dick Fagerstal
About Dick Fagerstal
Independent director at Valaris Limited since 2021; age 64. Audit Committee Chair and member of the Safety & Sustainability Committee. Previously Executive Chairman and director of Global Marine Group; Chairman of Tidewater Inc. with committee responsibilities in audit, nomination & governance, and safety & sustainability. Education: B.S. in Economics and Law (University of Gothenburg) and MBA in Finance (NYU, Fulbright Scholar). NACD Directorship Certification and cybersecurity coursework (Harvard, NACD) and AI governance training (Stanford/Harvard) completed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Marine Group | Executive Chairman | Feb 2020–Mar 2023; director until sale Mar 2025 | Led subsea cable operations across telecoms, renewables, oil & gas; remained director until sale completion. |
| SEACOR Holdings Inc. (NYSE: CKH) | SVP Finance & Corporate Development; VP Finance & Treasurer | 1997–2014 | Finance, corporate development leadership in maritime/energy services. |
| Era Group Inc. (NYSE: ERA) | EVP, CFO & Director | 2011–2012 | Public company board experience; finance leadership. |
| Chiles Offshore Inc. (AMEX: COD) | SVP, CFO & Director | 1997–2002 | Offshore drilling finance leadership; board role. |
| DNB ASA (New York) | Senior banker | 1986–1997 | Maritime and energy services banking coverage. |
| Swedish Special Forces (SAS) | Officer | 1979–1983 | Leadership credentials; disciplined risk management. |
External Roles
| Organization | Role | Tenure | Committees/Responsibilities |
|---|---|---|---|
| Tidewater Inc. (NYSE: TDW) | Chairman of the Board | Director since 2017 | Audit, Nomination & Governance, Safety & Sustainability committees member. |
| Frontier Oil Corporation (Manila) | Independent Director | 2014–2017 | Board oversight in energy sector. |
| Global Marine Group | Director | Until sale in Mar 2025 | Governance through divestiture. |
Board Governance
- Valaris committees: Audit (Chair: Fagerstal; 8 meetings in 2024), Safety & Sustainability (member; 5 meetings). Responsibilities include financial reporting, internal controls, related-party review, cybersecurity/IT risk, and sustainability disclosure controls (Audit); and safety/sustainability oversight including targets and disclosures (S&S).
- Independence: Board determined Mr. Fagerstal is independent; 83% of Board is independent. Only independent directors serve on Audit, Compensation, N&G, and Safety & Sustainability Committees.
- Attendance and engagement: Board met 20 times in 2024; each incumbent director attended at least 90% of Board/committee meetings; independent directors held executive sessions each quarterly meeting.
- Audit Committee composition/qualification: Fagerstal and Leykum designated SEC “audit committee financial experts”; committee members meet NYSE independence criteria and none serve on more than three public company audit committees.
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Cash Retainer (non-executive directors) | $100,000 | Paid in cash. |
| Annual Cash Retainer (Chair of the Board) | $180,000 | Paid in cash. |
| Annual Equity Compensation (non-exec directors) | $175,000 RSUs | RSUs vest on earlier of first anniversary or next AGM. |
| Annual Equity Compensation (Chair of the Board) | $250,000 RSUs | Vesting same as above. |
| Committee Chair Fees (Jan 1–Jun 30, 2024) | Audit: $40,000; others: $20,000 (cash) | Increased and moved to equity starting July 1, 2024. |
| Committee Chair Fees (Jul 1–Dec 31, 2024) | Audit: $50,000; others: $30,000 (equity) | Paid as RSUs; value based on 20-day VWAP. |
| Committee Membership Fees (from Jul 1, 2024) | $10,000 per committee (equity) | Replaces prior “3+ committees” cash stipends. |
| 2024 Director Compensation (Cash + Equity) | Fees Earned/Paid in Cash ($) | Share Awards ($) | Total ($) |
|---|---|---|---|
| Dick Fagerstal | 110,000 | 236,878 | 346,878 |
Performance Compensation
- Directors receive time-based RSUs; no performance-based equity or options for directors in 2024. RSU grants vest on the earlier of the first anniversary of grant or the next AGM; directors may elect deferral and up to 40% cash settlement of RSUs.
| 2024 RSU Grants (Counts) | Annual Equity RSUs (#) | Additional Retainer RSUs (#) | Total RSUs (#) |
|---|---|---|---|
| Dick Fagerstal | 2,330 | 800 | 3,130 |
Other Directorships & Interlocks
- External public board overlap: Chairman at Tidewater Inc. (offshore marine services). Potential ecosystem interlock with Valaris (offshore drilling) given shared industry exposures; Audit Committee oversees related-party transactions and none required disclosure since 2024 start.
- Governance policy limits: Directors may not serve on more than three other for-profit boards without prior approval; current nominees in compliance.
Expertise & Qualifications
- Financial and accounting expertise; designated audit committee financial expert.
- Deep energy, renewables, maritime experience; risk management and strategic planning.
- Cybersecurity oversight: NACD Cybersecurity Certification; Harvard cybersecurity course; regular Audit Committee oversight of IT/cyber risks.
- AI governance coursework completed in 2025.
Equity Ownership
| As of Dec 31, 2024 | Vested Shares Held | Unvested & Non-Deferred RSUs | Deferred RSUs (Vested + Unvested) | Total |
|---|---|---|---|---|
| Dick Fagerstal | 7,200 | — | 23,947 | 31,147 |
- Settlement schedule: Of the 23,947 deferred RSUs, 20,817 vested; 14,823 deferred RSUs settled Jan 30, 2025 and 5,994 will settle six months after separation from Board.
- Cash settlement election: 1,252 unvested RSUs elected to settle in cash.
- Ownership guidelines: Directors must hold Company shares equal to ≥5x annual cash retainer within five years; all incumbents compliant or on track as of year-end 2024.
- Hedging/pledging prohibited; annual certifications confirm no pledged shares by directors.
Governance Assessment
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Board effectiveness: Frequent meetings (20 in 2024) and robust committee cadence (Audit 8; S&S 5); annual Board and committee evaluations with third-party facilitation in each of the prior three years; strong director education focus (cybersecurity, AI, sustainability). These are positive signals for oversight quality.
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Independence and conflicts: Fagerstal is independent; Audit Committee (which he chairs) pre-approves services of auditors, oversees related-party transactions, and monitors Code of Conduct compliance; no related-party transactions requiring disclosure since 2024 start.
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Compensation alignment: Director pay mixes cash and equity, with mid-2024 shift of committee retainers into RSUs enhancing alignment; RSU deferral and holding requirements support long-term orientation, though partial cash settlement elections (up to 40%) modestly reduce equity exposure.
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Risk oversight: Audit Committee adds cybersecurity/IT risk oversight; S&S Committee integrates safety metrics into management bonus plans and oversight of sustainability targets, aligning governance with operational risk mitigation.
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Shareholder signals: 97% Say-on-Pay support in 2024 suggests broad investor confidence in compensation governance, an indirect positive indicator for overall board credibility.
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RED FLAGS:
- Potential interlock risk: Tidewater chairmanship in an adjacent offshore services vertical could present perceived conflicts if material transactions existed; however, Valaris discloses no Item 404 related-party transactions since 2024 start and Audit Committee oversees such matters. Mitigant: independence status, formal related-party review, and governance policies requiring review of changes in occupation and conflicts.
- Cash settlement of some RSUs: Allowed up to 40%; Fagerstal elected 1,252 RSUs to cash settlement, slightly dampening equity alignment but still within guidelines and with substantial deferred equity held.
- No hedging/pledging permitted; directors annually certify compliance – mitigates alignment and risk concerns.