Joseph Goldschmid
About Joseph Goldschmid
Independent director since 2021; age 39. Managing Director at Oak Hill Advisors, L.P. (OHA) since November 2019, focusing on stressed, distressed and special situations investments; serves on OHA’s ESG Committee. Prior roles include Director in Angelo Gordon’s Distressed & Special Situations Group (2016–2019), restructuring and special situations roles at The Blackstone Group and PJT Partners, and Analyst at Morgan Stanley. Education: B.S. from MIT; MBA and J.D. from Columbia (James Kent Scholar). Previously served on the Board of Directors of Expro Group.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Angelo Gordon | Director, Distressed & Special Situations Group | Jan 2016 – Aug 2019 | Led high-profile restructuring cases; official/ad hoc creditor committees |
| The Blackstone Group | Restructuring & Special Situations | Not disclosed | Transaction and restructuring experience |
| PJT Partners | Restructuring & Special Situations | Not disclosed | Transaction and restructuring experience |
| Morgan Stanley | Analyst | Not disclosed | Early career finance foundation |
| Expro Group | Director (prior) | Not disclosed | Energy industry board experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Oak Hill Advisors, L.P. | Managing Director | Nov 2019 | Covers energy/renewables; member of OHA’s ESG Committee |
| Oak Hill Advisors, L.P. | Shareholder of VAL | As of Mar 5, 2025 | OHA beneficially owns 4,760,965 VAL shares (6.70%), potential perceived conflict to monitor |
Board Governance
- Committee assignments: Compensation Committee (Chair), Nominating & Governance (Member), Strategy (Member)
- Independence: Board classifies Goldschmid and all members of Compensation and Nominating & Governance committees as independent under NYSE rules
- Meeting attendance: 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; 7 of 8 directors attended the 2024 AGM
- Board leadership: Independent Chair; roles of Chair and CEO are separated
- Executive sessions: Held at each quarterly Board meeting and other meetings
- Clawback oversight: Compensation Committee oversees administration of the Company’s clawback policy (with Audit Committee consultation)
- Related party transactions policy: Audit Committee reviews RPTs; none requiring disclosure since the beginning of 2024
- Compensation Committee interlocks: “No matters… required to report” for 2024
- Hedging/pledging: Directors and officers are not permitted to hedge or pledge company shares
| Committee | Role | 2024 Meetings | Independence Statement |
|---|---|---|---|
| Compensation | Chair | 6 | Members meet NYSE independence criteria |
| Nominating & Governance | Member | 6 | Members meet NYSE independence criteria |
| Strategy | Member | Not separately disclosed; committee listed | Strategy Committee membership includes Goldschmid |
Fixed Compensation
Program structure (non-executive directors):
- Annual cash retainer: $100,000; Chair of the Board: $180,000
- Committee chair fees: Jan 1–Jun 30, 2024 paid in cash; Jul 1–Dec 31, 2024 paid in equity (RSUs). Audit Chair: $40,000→$50,000; other Chairs: $20,000→$30,000; membership fee $10,000 per committee from Jul 1, 2024
- Annual equity grant: RSUs valued at $175,000 (Chair: $250,000), e.g., 2,330 RSUs for standard grant in 2024
Joseph Goldschmid – 2024 Director Compensation
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | 107,500 |
| Share Awards ($) | 226,813 |
| Total ($) | 334,313 |
| Annual Equity Compensation RSUs (#) | 2,330 |
| Additional Retainer Fees RSUs (#) | 667 |
| Total RSUs Granted in 2024 (#) | 2,997 |
RSU vesting and director elections:
- RSUs vest in full on the earlier of the first anniversary of the grant date or the next annual meeting; directors may elect deferred RSUs, and may elect up to 40% of RSU grants to settle in cash beginning with 2024 awards
Performance Compensation
Director equity awards are time-based RSUs; no performance metrics are tied to non-executive director compensation. The Compensation Committee oversees clawback policy, but the proxy does not disclose director-specific performance conditions for equity.
RSU Vesting/Settlement Parameters (Directors)
| Feature | Detail |
|---|---|
| Vesting | Earlier of 1-year anniversary or next annual meeting |
| Deferral election | Deferred RSUs settle at 6 months post-service or on a pre-set date |
| Cash settlement option | Up to 40% of RSUs may be settled in cash (beginning 2024 awards) |
Other Directorships & Interlocks
| Organization | Role | Status |
|---|---|---|
| Expro Group | Director | Prior service (not current) |
| OHA → VAL | Significant shareholder (6.70%) | Potential perceived interlock due to employment at OHA |
Expertise & Qualifications
- Energy industry, including oilfield services; strategic planning/development; finance/capital allocation; risk management; environment/sustainability; business operations; legal/regulatory
- Education: B.S. MIT; MBA and J.D. Columbia (James Kent Scholar)
Equity Ownership
As of December 31, 2024 – RSU/Share Status
| Category | Quantity |
|---|---|
| Vested shares held | — (none reported) |
| Unvested and non-deferred outstanding RSUs | — |
| Deferred RSUs (vested and unvested) | 31,014 |
| Of which vested (deferred) | 28,017; settle 6 months after separation |
| Total RSU-related interests | 31,014 |
Beneficial Ownership (as of April 15, 2025)
| Holder | Shares | % of Outstanding |
|---|---|---|
| Joseph Goldschmid | — (excludes 31,014 deferred RSUs vesting/settling timing) | — (<1%) |
| Shares outstanding (reference) | 71,041,023 | — |
Director stock ownership guidelines:
- Each non-executive director must hold shares valued at least 5× annual cash retainer within five years of Board appointment; all incumbent directors are in compliance or on track as of 2024 year-end
- Hedging/pledging prohibited
Insider Trades
| Transaction Date | Filing Date | Type | Shares Transacted | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|
| 2025-06-13 | 2025-06-16 | Award (A) – Common Shares | 5,358 | 36,372 | https://www.sec.gov/Archives/edgar/data/314808/000031480825000097/0000314808-25-000097-index.htm |
| 2024-06-13 | 2024-06-17 | Award (A) – Common Shares | 2,997 | 31,014 | https://www.sec.gov/Archives/edgar/data/314808/000031480824000087/0000314808-24-000087-index.htm |
Data from Form 4 filings via insider-trades skill (post-transaction holdings reflect reported “securitiesOwned”).
Governance Assessment
- Board effectiveness: Independent committee leadership (Compensation Chair), strong independence practices, separated Chair/CEO, regular executive sessions, robust committee meeting cadence; all incumbent directors ≥90% attendance—supportive signals for oversight quality
- Pay and alignment: Director pay mix skews to equity (2024: $226,813 share awards vs $107,500 cash for Goldschmid), annual RSU grants with vesting tied to service and optional deferral—aligns director interests with shareholders over time; ownership guidelines at 5× retainer further reinforce alignment
- Clawback and risk: Compensation Committee oversees clawback policy; directors prohibited from hedging/pledging—reduces misalignment risk
- Potential conflicts: OHA’s 6.70% stake in VAL while Goldschmid is an OHA Managing Director presents a potential perceived conflict/interlock; however, the proxy discloses no related-party transactions requiring reporting since 2024 and Compensation Committee interlocks show no issues—monitor but not a disclosed RPT red flag
- Shareholder sentiment: 97% say-on-pay approval in 2024—positive governance signal on compensation program, though focused on NEOs
RED FLAGS to monitor:
- Perceived conflict from OHA share ownership (6.70%) combined with Goldschmid’s OHA role; ensure continued Audit Committee oversight of any potential transactions and transparent recusal practices if applicable
- Deferred RSUs represent a sizeable position (31,014 as of year-end 2024), but beneficial ownership disclosure shows no current common shares held; watch for changes in equity settlement elections and compliance with ownership guidelines over time
Notes: All facts and figures are sourced from Valaris Limited’s 2025 Proxy Statement (DEF 14A) and SEC Form 4 filings cited above.