Kristian Johansen
About Kristian Johansen
Independent director of Valaris Limited since 2023; age 53. CEO of TGS ASA since March 2016 (previously CFO from 2010 and COO in early 2015). Holds BBA (1998) and MBA (1999) from the University of New Mexico. Current Valaris committee assignments: Compensation, Safety & Sustainability, and Strategy. The Board has determined he is independent under NYSE standards. In 2024, each incumbent director attended at least 90% of Board/committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TGS ASA | Chief Executive Officer | Mar 2016–present | Leads global energy data/intelligence company |
| TGS ASA | Chief Operating Officer | Early 2015–Mar 2016 | Operational leadership |
| TGS ASA | Chief Financial Officer | 2010–Early 2015 | Finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Seaways (NYSE: INSW) | Director | Not disclosed | Current public company directorship |
| Energy industry associations | Board member/chair | Not disclosed | Served as board member and chair of several associations (unspecified) |
Board Governance
- Independence: Determined independent; 83% of current Board independent; only independent directors serve on Audit, Compensation, N&G, and Safety & Sustainability committees.
- Committee assignments (2025 proxy): Compensation (member), Safety & Sustainability (member), Strategy (member). Compensation Committee held 6 meetings in 2024; Safety & Sustainability held 5; Strategy Committee membership includes Johansen.
- Attendance: Board met 20 times in 2024; each incumbent director attended ≥90% of Board and applicable committee meetings.
- Election result signal (AGM June 12, 2025): Votes for 43,990,158; against 4,274,399; abstain 29,024; broker non-votes 10,256,914. Relative to peers on the slate, his “against” votes were higher, which is a modest investor sentiment watchpoint.
- Nomination/Support Agreement: Board nominated Johansen pursuant to a December 2021 Support Agreement with Famatown; he will resign if Famatown’s beneficial ownership falls below a threshold set in the agreement. Famatown agreed to vote with Board recommendations for the 2025 AGM resolutions. This linkage is a governance consideration for independence optics.
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-executive director annual cash retainer |
| Committee service fees (Jan 1–Jun 30, 2024) | Cash: Chairs: Audit $40k; other chairs $20k; 3+ committees $10k | Pre-July structure |
| Committee service fees (Jul 1–Dec 31, 2024) | Equity: Chairs: Audit $50k; other chairs $30k; membership per committee $10k | Post-July in equity; membership fee instituted |
| 2024 Fees earned (Johansen) | $100,000 cash | Per 2024 Director Compensation Table |
Performance Compensation
- Annual equity grant to directors is RSUs; effective July 1, 2024, committee service retainers are also in RSUs. RSUs vest in full on the earlier of one year from grant or the next AGM; directors may elect to defer settlement and may elect up to 40% of RSUs to be settled in cash. No options are granted to directors.
- 2024 director equity detail (Johansen): Annual equity RSUs 2,330; additional committee retainer RSUs 378; total 2,708 RSUs. Narrative notes he received 244 RSUs for pro-rated committee memberships added in Aug and Dec 2024.
- 2024 share awards (grant-date fair value): $197,468.
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Notes |
|---|---|---|---|
| International Seaways (NYSE: INSW) | Director | Not disclosed | External public board; no related-party transactions with Valaris disclosed since start of 2024. |
| Valaris – Compensation Committee | Member | Member; co-signatory of CD&A report | Compensation Committee reported no interlock/insider participation matters requiring disclosure. |
Expertise & Qualifications
- Senior executive leadership across energy and related industries; strategic planning, finance/capital allocation, risk management, international business; public company governance.
- Education: BBA (1998) and MBA (1999), University of New Mexico.
Equity Ownership
| Measure | As of | Amount/Units | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | Apr 15, 2025 | 4,648 shares (<1%) | Based on 71,041,023 shares outstanding. |
| Vested shares held (director equity) | Dec 31, 2024 | 2,926 shares | Director equity holdings by status. |
| Unvested, non-deferred RSUs | Dec 31, 2024 | 2,708 RSUs | Includes annual and committee RSUs. |
| Deferred RSUs | Dec 31, 2024 | — | None for Johansen. |
| Cash settlement election | Dec 31, 2024 | 986 unvested RSUs elected for cash settlement | Director may elect up to 40% cash settlement of RSUs. |
| Ownership guidelines | Policy | 5x annual cash retainer within 5 years | All incumbent directors were in compliance or on track as of year-end 2024. |
| Hedging/Pledging | Policy/Status | Prohibited; none pledged by officers/directors | Annual confirmations; none pledged. |
Director Compensation (2024 Actuals)
| Component | Amount ($) | Detail |
|---|---|---|
| Fees earned/paid in cash | 100,000 | Annual cash retainer |
| Share awards (grant-date fair value) | 197,468 | RSUs (annual + committee) |
| Total | 297,468 | Sum of cash and equity grant-date fair value |
Shareholder Voting Signal (2025 AGM – Director Election)
| Item | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Kristian Johansen | 43,990,158 | 4,274,399 | 29,024 | 10,256,914 |
Governance Assessment
- Strengths
- Independent director with relevant energy, finance and international experience; active on Compensation and Safety & Sustainability committees central to risk oversight and incentive design.
- Strong attendance (≥90%) and participation evidenced by committee service and co-signing the CD&A report.
- Director compensation skewed to equity RSUs, aligning interests; ownership guidelines (5x retainer) and prohibitions on hedging/pledging support alignment; no related-party transactions disclosed since 2024.
- Watchpoints
- Nominated pursuant to a Support Agreement with Famatown; his continued service is contingent on Famatown maintaining a minimum ownership threshold—this linkage can raise independence optics and potential influence concerns.
- 2025 election saw a relatively higher “against” vote count than some peers on the slate, suggesting a non-trivial minority dissent; continue monitoring investor sentiment and any issue driving opposition.
- Election to settle 986 unvested RSUs in cash reduces pure equity exposure at the margin; still within policy (≤40% cash) but slightly lowers direct stock alignment versus full share settlement.
No director-specific legal proceedings, SEC investigations, loans, or related-party transactions disclosed. Compensation Committee uses an independent consultant (LB&Co), with no conflicts identified; committee comprised of independent directors.