UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
(Amendment No. 1)
For the fiscal year ended
OR
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
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c/o Vantage Energy Services, Inc. |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code:
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Securities registered pursuant to Section 12(b) of the Act: None
Title of each class |
Trading Symbols(s) |
Name of each exchange on which registered |
N/A |
N/A |
N/A |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicated by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not use to the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act of 1934. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
The aggregate market value of the Ordinary Shares held by non-affiliates on June 30, 2021, was approximately $
EXPLANATORY NOTE
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15(a)(3) of Part IV is amended to include the currently dated certifications as exhibits. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Additionally, we are not including the certification under Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with this Amendment No. 1.
TABLE OF CONTENTS
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3 |
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6 |
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
18 |
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Certain Relationships and Related Transactions, and Director Independence |
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Board of Directors and Executive Officers
The names of our directors and executive officers, their ages as of April 15, 2022 and certain other information about them are set forth below:
Name |
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Age |
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Position |
Thomas R. Bates, Jr. (1) |
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72 |
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Chairman of the Board of Directors |
Nils E. Larsen (1)(2) |
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51 |
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Director |
L. Spencer Wells (1)(2) |
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51 |
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Director |
Paul A. Gordon |
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51 |
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Director |
Manuel A. Garcia (2) |
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44 |
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Director |
Ihab Toma |
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59 |
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Chief Executive Officer and Director |
Douglas W. Halkett |
|
61 |
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Chief Operating Officer |
Douglas E. Stewart |
|
45 |
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Chief Financial Officer, General Counsel, Chief Compliance Officer and Secretary |
William L. Thomson |
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51 |
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Vice President – Marketing and Business Development |
Linda J. Ibrahim |
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51 |
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Chief Accounting Officer and Vice President of Tax |
Board of Directors
Thomas R. Bates, Jr. has served as our Chairman of the Board of Directors of the Company (the "Board of Directors" or the "Board") since February 10, 2016. Qualifications and Experience: Mr. Bates has over 45 years of operational experience in the oil and gas industry, having held executive leadership positions at several major energy companies. He is currently an adjunct professor and member of the advisory board for the Energy MBA Program at the Neeley School of Business at Texas Christian University in Fort Worth. Mr. Bates joined Lime Rock Management LP, an energy focused private equity firm, as managing director in 2001 and became a senior advisor of the firm in 2010 before retiring in 2013. Mr. Bates previously served as group president at Baker Hughes from 1998 through 2000, chief executive officer at Weatherford-Enterra from 1997 to 1998, and spent 15 years in management positions at Schlumberger, finishing as president of the Anadrill division where he was responsible for the introduction of new drilling products and technologies. Mr. Bates began his career at Shell Oil Company. Through his experience in both energy and oilfield service companies, Mr. Bates provides significant insight into management and corporate strategy, including audit committee matters, that we believe are essential for growing the Company. His experience in private equity provides valuable entrepreneurial insight. Additionally, Mr. Bates has significant experience sitting on compensation and audit committees providing us with insight into corporate governance and other matters. Education: Mr. Bates has a doctorate in mechanical engineering from the University of Michigan. Mr. Bates serves on the Audit Committee.
Directorships for the past five years: SSR Mining, Inc. (Director and Compensation Committee Chairman 2020 to present), TETRA Technologies (2011 to present), Alacer Gold Corporation (2014 to 2020), Independence Contract Drilling (Chairman 2011 to 2020), Tidewater, Inc. (Chairman 2017 to 2019) and Weatherford International PLC (2019 to 2020).
Nils E. Larsen has served as a director of the Company since February 10, 2016. Qualifications and Experience: Mr. Larsen is the Founder and, since 2013, President of SZR Consulting, LLC. SZR Consulting, LLC provides financial and operational advisory and consulting services to companies and investors in a variety of industries including oil and gas, media, sports and industrial services. In addition, Mr. Larsen has been working with The Carlyle Group since 2013 and is currently a consultant to the firm. Prior to forming SZR Consulting, LLC and the work with The Carlyle Group, Mr. Larsen served in a variety of senior executive positions with Tribune Company from 2008 to 2013, including as the President and Chief Executive Officer of Tribune Broadcasting and as the Co-President of Tribune Company. Before joining Tribune Company, Mr. Larsen was employed by Equity Group Investments, LLC from 1995 to 2008 (serving as a Managing Director from 2001 to 2008), focusing on investments in the media, transportation, energy, industrial manufacturing, retail grocery and member loyalty and rewards sectors. Mr. Larsen resumed a limited role with Equity Group Investments, LLC in 2013 although that relationship is currently no longer substantive. Mr. Larsen started his career at CS First Boston where he focused on the capital requirements and derivative products needs of U.S. financial institutions and non-U.S. based entities. Mr. Larsen has significant governance experience in entities across their lifecycles providing this essential insight to the Company. Education: Mr. Larsen received his A.B. summa cum laude from Bowdoin College. Mr. Larsen serves on the Compensation Committee and as chairman of the Audit Committee.
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Directorships for the past five years: Extreme Reach (2015 to present; Compensation Committee 2018 to present), Liberty Tire Recycling Holdings (Chairman 2015 to May 2021; Compensation Committee 2018 to May 2021), LiveStyle, Inc. (2016 to present), McDermott International Inc. (Lead Director 2020 to June 2021; Chairman June 2021 to present), Treehouse REIT (January 2021 to present; Chairman of the Audit Committee January 2021 to present), Noble Trading Resources Holdings Limited (April 2022 to present; Business Risk Oversight Committee April 2022 to present), Blackhawk Mining LLC (2018 to October 2019), Esterline Technologies Corporation (2016 to 2019; Audit Committee and Enterprise Risk Committee 2016 to 2019) and Veridiam, Inc. (April 2019 to September 2020; Chairman August 2019 to September 2020).
L. Spencer Wells has served as a director of the Company since February 10, 2016. Qualifications and Experience: Mr. Wells is a founder and, since 2013, has been a Partner of Drivetrain Advisors, a provider of fiduciary services to the alternative investment community, with a particular expertise in restructuring and turnarounds. From 2010 to 2013, Mr. Wells served as a senior advisor and partner with TPG Special Situations Partners where he helped manage a $2.5B portfolio of liquid and illiquid distressed credit investments. Mr. Wells served as a partner at Silverpoint Capital from 2002 to 2009 where he managed a $1.3B investment portfolio consisting primarily of stressed and distressed bank loans and bonds focusing on the oil and gas exploration and production, oilfield services, power generation, financial institutions and chemicals industries. He previously served as an analyst on the distressed debt trading desks at Union Bank of Switzerland, Deutsche Bank and Bankers Trust. Mr. Wells’ significant experience in the debt, equity and capital markets provides the Board of Directors with insight into operating the Company following our reorganization plan. Mr. Wells also has significant experience serving on private and public companies’ boards, which gives him insight into matters regarding corporate governance and fiduciary responsibilities. Education: Mr. Wells received his Bachelor of Arts degree from Wesleyan University and his Masters of Business Administration from the Columbia Business School. Mr. Wells serves on the Audit Committee and as the chairman of the Compensation Committee.
Directorships for the past five years: Advanced Emissions Solutions, Inc. (Chairman 2014 to present), Aventine Property Group (Chairman 2021 to present), Drivetrain Advisors LLC (2013 to present), NextDecade Corp (2017 to present), Parker Drilling, Inc. (2019 to present), RMFT Advisors LLC (2013 – present), Samson Resources II LLC (2017 to present), Treehouse REIT, Inc. (January 2019 to present), International Walls, Inc. (2020 to 2022), Vanguard Natural Resources (January 2019 to 2020), Jones Energy, Inc. (2018 to 2019), Affinion Group Holdings, Inc. (Chairman 2015 to 2017), Certus Holdings, Inc. and CertusBank, N.A (2014 to 2016), Global Geophysical Services, Inc. (Chairman 2015 to 2016), Lily Robotics, Inc. (2017), Preferred Proppants LLC (2014 to 2018), Syncora Holdings, Ltd. (2015 to 2016), Telford Offshore Holdings Ltd (2018 to 2020), Roust Corporation (2017), Town Sports International Holdings, Inc. (2015 to 2020) and uBiome Inc. (2019).
Paul A. Gordon has served as a director of the Company since August 7, 2018. Qualifications and Experience: Mr. Gordon is the Founder and, since 2022, Managing Member of Hillspoint Advisors LLC. Hillspoint provides fiduciary services, including board of director representation and strategic advisory, for private and public businesses globally. Hillspoint focuses on driving value-added returns for stakeholders via capital structure optimization, governance, incentive alignment, operational improvement and mergers and acquisitions. Mr. Gordon is a Senior Advisor to Anchorage Capital Group, L.L.C. (”Anchorage”) where he previously served in various positions from 2011 to 2022, most recently as Managing Director and Head of the Portfolio Group where he worked with management and boards of companies where Anchorage was a significant investor. At these companies Mr. Gordon’s responsibilities included governance, operational oversight and value creation and he served as a board member or board-level advisor for both public and private companies in a broad range of industries. Along with his team, Mr. Gordon worked on a wide spectrum of operational areas focusing on revenue enhancement, cost reduction and other strategic initiatives. Additionally, Mr. Gordon worked directly with these companies on all aspects of debt and equity financing as well as bolt-on and exit M&A activities. As a credit-trained lender by background, Mr. Gordon was a founding member of Anchorage’s CLO and CBO Investment Committee and worked with the firm’s research and trading teams in the identification, evaluation and portfolio management of loan and bond positions across industries for the firm’s structured credit platform. Prior to joining Anchorage, Mr. Gordon was a Managing Director and Portfolio Manager at S.A.C. Capital Advisors, LLC and began his investing career at Cerberus Capital Management, L.P. Mr. Gordon spent the first part of his professional career in investment banking and leveraged finance. Education: Mr. Gordon received an M.B.A. from the Wharton School of the University of Pennsylvania and a B.A. from Cornell University where he graduated magna cum laude.
Directorships for the past five years: Asterix, Inc. (2018 to present), Chantier Davie Canada Inc. (2020 to present), Covia Holdings LLC (2020 to present), Federal Fleet Services, Inc. (2018 to present), Ideal Standard International Holding S.a.r.l. (2020 to present), Ideal Standard International NV (2020 to present), Ideal Standard International SA (2020 – present), Chemical Transportation Group, Inc. (2016, 2018 to 2021), Great Missouri – Sociedade Imobiliária, Lda. (2020 to 2022), Bestyellow – Sociedade Imobiliária, Lda. (2020 to 2022), Blue Fields – Sociedade Imobiliária, Lda. (2020 to 2022), Carraun Telecom Holdings Limited (2020 to 2022), Juticalpa – Sociedade Imobiliária, Lda. (2020 to 2022), Product Tankers Holdco LLC (2018 to 2022), Yellow Nuance – Sociedade Imobiliária, Lda. (2020 to 2022), CHG Canadian Holdings Inc. (2019 to 2021), CHG Holdings LLC (2019 to 2021), Hoxton (Cayman) Ltd. (2016 to 2020), LS Retail (2020 to 2021), RAM RE Investments LLC (2018 to 2020), WPG Enterprise A LLC (2018 to 2020), and WPG Enterprise SOP LLC (2018 to 2019).
Manuel A. Garcia has served as a director of the Company since February 24, 2022. Qualifications and Experience: Mr. Garcia is currently a Managing Director at Anchorage and has been with the firm since 2019. Mr. Garcia is responsible for the firm’s investments
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across various sectors, including Industrials and Financials. In addition, he is a member of the firm’s Research Review Committee. Prior to joining Anchorage, Mr. Garcia was a Partner at Gladwyne Investments in London. Before that, Mr. Garcia was a Managing Director of Goldman Sachs, where he spent 14 years in various investing roles in London and New York. Education: Mr. Garcia received a B.A. in Economics from Harvard University where he graduated magna cum laude.
Directorships for the past five years: Product Tankers Holdco LLC (2020 – present) and Chemical Transportation Group, Inc. (2020 to 2021).
Ihab Toma has served as a member of the Board of Directors and as Chief Executive Officer of the Company since August 29, 2016. Qualifications and Experience: Mr. Toma has over 35 years of experience in the oilfield industry. From 2014 until 2016, Mr. Toma served as a senior advisor to First Reserve Corporation, a leading global private equity and infrastructure firm exclusively focused on energy. Previously, Mr. Toma served from 2009 until 2013 in various executive capacities at Transocean, as Executive Vice President - Chief of Staff, Executive Vice President - Operations, Executive Vice President - Global Business and Senior Vice President - Marketing and Planning. Prior to his time at Transocean, from 1986 until 2009, Mr. Toma served in multiple capacities at Schlumberger. He served as Vice President, Sales and Marketing for Europe, Africa and Caspian for Schlumberger Oilfield Services from April 2006 to August 2009. From 2000 to 2006, he led Schlumberger’s Information Solutions business in various capacities, including President, Vice President - Sales and Marketing, Vice President – Information Management and Vice President – Europe, Africa and CIS Operations. Mr. Toma began his career with Schlumberger in 1986. Education: Mr. Toma holds a Bachelor of Science degree in Electrical, Electronics and Communications Engineering from Cairo University, Egypt.
Directorships in the past five years: Apex International (January 2019 to Present), 3T/Drilling Systems (UK) Ltd. (June 2015 to present), AGR Group (Vice Chairman from January 2015 to December 2018), Engström & Engstöm (Chairman from May 2014 to May 2017), Fara-Rever (January 2018 to February 2021) and Paradigm Geophysical Corp (October 2013 to April 2018).
On September 22, 2021, at the Company’s annual general meeting of shareholders, the shareholders of the Company elected Messrs. Bates, Larsen, Wells, Gordon, Aubrey and Toma as directors of the Company, to hold office until the next annual general meeting of shareholders or until their respective successors are duly elected and qualified or until their earlier death, resignation or removal.
On February 23, 2022, the Company was informed by Mr. Richard B. Aubrey III of his decision to resign from the board of directors (the “Board”) of the Company, effective February 20, 2022. This decision was not related to a disagreement with the Company on any matter relating to its operations, policies or practices.
In connection with the foregoing, on February 24, 2022, the Board exercised its authority pursuant to the Company’s memorandum and articles of association, and elected Mr. Manuel A. Garcia to fill the vacancy resulting from said resignation, effective immediately, to hold office until the next annual general meeting of shareholders of the Company or until his successor, if any, is duly elected and qualified.
Executive Officers
With respect to all of the following officers, references to offices held by such individuals in the following paragraphs are to offices with Vantage Drilling Company prior to the effectiveness of the Company’s Chapter 11 bankruptcy proceedings on February 10, 2016 (if applicable) and to offices with the Company after February 10, 2016.
Ihab Toma has served as a member of the Board of Directors and as Chief Executive Officer of the Company since August 29, 2016. For a brief biography of Mr. Toma, please see above under “Board of Directors.”
Douglas W. Halkett has served as our Chief Operating Officer since January 2008 and served as a member of the Office of Chief Executive from March 2016 until August 29, 2016. Prior to joining us, Mr. Halkett served with Transocean Inc. as Division Manager in Northern Europe (UK & Norway) from January 2004 to November 2007, as an Operations Manager in the Gulf of Mexico from February 2001 to December 2003, and as Operations Manager and Regional Operations Manager in the UK from July 1996 to January 2001. Prior to joining Transocean, Mr. Halkett worked for Forasol-Foramer in various operational and business roles from January 1988 to June 1996, and was assigned in Paris and various locations in the Far East. Mr. Halkett started his career with Shell International in Holland and Brunei in 1982 and joined Mobil North Sea Ltd in 1985. Mr. Halkett earned a First Class Honours Degree in Mechanical Engineering from Heriot Watt University (Edinburgh) in 1981 and attended the Program for Management Development at Harvard Business School in 2003.
Douglas E. Stewart has served as our General Counsel and Corporate Secretary since June 2016, our Chief Compliance Officer since December 12, 2016 and our Chief Financial Officer since May 2020. Mr. Stewart joined the Company from Stallion Oilfield Holdings, Inc., where he served as Executive Vice President, General Counsel and Secretary. Mr. Stewart joined Stallion in June 2007 from Occidental Development Company, a subsidiary of Occidental Petroleum Corporation, where he served in the international
5
business development group. Prior to joining Occidental in January 2007, he practiced corporate finance and securities law, specializing in private equity and mergers and acquisitions, at Vinson & Elkins LLP from September 2001 until December 31, 2006. Mr. Stewart received his Bachelor of Arts degree in Economics and International Studies from Trinity University and his J.D. from the University of Texas School of Law.
William L. Thomson has served as our Vice President of Marketing & Business Development since June 2016, prior to which he served as our Vice President of Technical Services, Supply Chain & Projects from March 2008. Prior to joining us, Mr. Thomson worked for Transocean, and predecessor companies, beginning in 1994, where, in addition to other roles, Mr. Thomson served as Operations Manager – Assets in the United Kingdom sector of the North Sea managing ten semi-submersibles and as Technical Support Manager – Africa. Additionally, Mr. Thomson worked as a project manager responsible for various refurbishments, upgrades and new build jackup projects in shipyards in Africa, Asia, Europe, and the Middle East. Mr. Thomson earned an Honours degree in Naval Architecture and Offshore Engineering from the University of Strathclyde (UK) in 1992 and a PgD in Oil and Gas Law from the Robert Gordon University in 2006.
Linda J. Ibrahim has served as our Vice President of Tax and Governmental Compliance since February 2015, our Chief Accounting Officer since July 2021 and has served the Company in various tax and compliance roles since 2010. Prior to joining the Company, Ms. Ibrahim was employed by Pride International from 2006 to 2010 managing that company’s Western Hemisphere tax functions, PricewaterhouseCoopers LLP from 1999 to 2006 and BDO Seidman from 1997 to 1999, serving clients of these two firms in the energy industry. Ms. Ibrahim holds a Bachelor of Business Administration – Accounting from the University of Houston and is a certified public accountant licensed in the state of Texas.
Material Changes in Director Nominations Process
There have not been any material changes to the procedures by which shareholders may recommend nominees to the Board of Directors.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees (the “Code of Conduct and Ethics”). Our Code of Conduct and Ethics is available at www.vantagedrilling.com on the “About Us” page under the link “Our Vision and Values.” We intend to include on our website any amendments to, or waivers from, a provision of the Code of Conduct that applies to our principal executive officer, principal financial officer, or principal accounting officer that relates to any element of the “code of ethics” definition contained in Item 406(b) of Regulation S-K. This Internet address is provided for informational purposes only and is not intended to function as a hyperlink. Our website and the information contained in it or connected to it shall not be deemed to be included or incorporated herein.
Audit Committee
The Audit Committee reviews and recommends to the Board of Directors internal accounting and financial controls and accounting principles and auditing practices to be employed in the preparation and review of our financial statements. In addition, the Audit Committee has authority to engage independent registered public accountants to audit our annual financial statements and determine the scope of the audit to be undertaken by such accountants. The Audit Committee is also charged with reviewing and approving all related party transactions.
Our Audit Committee is comprised of Messrs. Larsen, Bates and Wells, with Mr. Larsen serving as Chairman of the Audit Committee. Messrs. Larsen, Bates and Wells are considered by the Board of Directors to be independent. Each of Messrs. Larsen, Bates and Wells qualifies as an audit committee financial expert as defined in Item 407(d) of Regulation S-K. The Audit Committee operates pursuant to a written charter, which is available at www.vantagedrilling.com on the “About Us” page under the link “Our Vision and Values.” This Internet address is provided for informational purposes only and is not intended to function as a hyperlink. Our website and the information contained in it or connected to it shall not be deemed to be included or incorporated herein.
Item 11. Executive Compensation
Compensation Discussion and Analysis
Our 2021 Named Executive Officers
This Compensation Discussion and Analysis (“CD&A”) focuses on the compensation of our 2021 named executive officers, who were:
• Ihab Toma, Chief Executive Officer
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• Douglas Halkett, Chief Operating Officer
• Douglas E. Stewart, Chief Financial Officer, General Counsel, Chief Compliance Officer and Corporate Secretary
• William L. Thomson, Vice President, Marketing and Business Development
• Linda J. Ibrahim, Chief Accounting Officer and Vice President of Tax
Compensation Philosophy and Objectives
Our executive compensation program reflects our philosophy that executive officers’ compensation should be closely aligned with the long-term interests of stakeholders and strongly correlated with both company-wide and individual performance. Accordingly, our executive compensation program places an emphasis on performance based compensation. The key business metrics we have historically considered in establishing targets and measuring the performance of our executive officers have included safety performance and financial performance.
The objectives of our executive compensation program are to attract, retain and motivate experienced, high-quality professionals to meet the long-term interests of our shareholders and to reward outstanding performance. Many of our competitors are larger and more established offshore drilling companies with greater financial resources. Consistent with our philosophy and objectives, we designed a compensation program which we believe to be competitive with companies with which we compete for talent and have evaluated the mix of compensation between fixed (annual base salary) and performance-based compensation.
The components of our compensation program currently include:
• Annual Base Salary. The fixed cash component of our compensation program is used to attract and retain executives at levels intended to be competitive and to compensate executives for their day-to-day duties and responsibilities.
• Annual Cash Incentive Awards. This component of our compensation program is an annual cash incentive opportunity based on our performance relative to the metrics established by the Compensation Committee and the individual executive’s performance measured against his or her individual performance goals.
• Time-vested Equity Awards. This component of our compensation program consists of time-vested equity awards that were designed to encourage retention and align the executives’ interest with our stakeholders.
• Performance-based Equity Awards. This component of compensation consists of performance-based equity awards that were designed to focus executives’ performance on our business and financial performance which would generate long-term shareholder value.
• Special Cash-Based Long-Term Retention Awards. This component of compensation, which was awarded in 2019, consists of a special cash-based retention award issued under the Amended 2016 Management Incentive Plan related to the Petrobras litigation settlement that vests over several years, as described in more detail below. In 2021, the Compensation Committee also approved a special long-term cash award for the executive officers and other key employees, which vest 50% over two years, subject to continued employment.
• Other Benefits. This component of our compensation program has historically consisted primarily of a match for U.S. participants in a 401(k) plan, car allowances and subsidizing employees on assignments outside their home country (including expatriate housing, schooling, home airfare and foreign taxes).
2021 Compensation Program
Due to the difficulties experienced in the offshore drilling industry during the last few years, and the financial challenges faced with the onset of the COVID-19 pandemic, on March 31, 2020, the named executive officers agreed to 20% reductions in their base salary levels effective April 1, 2020 until June 30, 2020. On July 1, 2020, each named executive officer’s base salary level was restored to levels in effect prior to April 1, 2020. On July 1, 2020, the Company subsequently enacted salary reductions of 10% to the annual base salaries of all our employees, including but not limited to the named executive officers. These 10% reductions are still in effect. In addition, independent members of our Board of Directors also agreed to a reduction in annual compensation, which are also still in effect. For more details on this reduction, see "Director Compensation" in this Part III, Item 11.
To address retention concerns and incentivize the named executive officers to focus on short-term goals and objectives, the Compensation Committee determined it was appropriate to continue to operate an annual bonus program for 2021, as discussed in greater detail below. The Compensation Committee determined that it was both reasonable and in the Company’s best interests to provide the named executive officers with this type of compensation opportunity during 2021 in order to ensure that the executives were properly motivated to drive the Company toward its financial objectives.
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Role of Compensation Committee
Our Compensation Committee is responsible for determining the compensation of our directors and executive officers as well as establishing our compensation philosophies. The Compensation Committee operates independently of management and annually has the authority to seek advice from advisors as it deems appropriate. The Compensation Committee reviews our compensation program, including the allocation of the respective components of compensation, and operates pursuant to a written charter, which is available at www.vantagedrilling.com on the “About Us” page under the link “Our Vision and Values.” Pursuant to its charter, the Compensation Committee may, in its discretion and to the extent permissible by law, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee. The Compensation Committee reviews and approves the compensation and benefits for executive officers of the Company (other than the CEO), and reviews and recommends for approval by the Board the compensation and benefits of the CEO. This Internet address is provided for informational purposes only and is not intended to function as a hyperlink. Our website and the information contained in it or connected to it shall not be deemed to be included or incorporated herein.
During 2021, our Compensation Committee was comprised of Messrs. Wells, Aubrey and Larsen, with Mr. Wells serving as Chairman. Following the resignation of Mr. Aubrey, Mr. Garcia was appointed to the Compensation Committee. Our Compensation Committee is currently comprised of Messrs. Wells, Garcia and Larsen, with Mr. Wells serving as Chairman of the Compensation Committee. Messrs. Larsen and Wells are considered by the Board of Directors to be independent.
Role of Benchmarking of Compensation and Peer Group
The Compensation Committee did not establish a peer group in connection with making compensation decisions in respect of 2021 and did not engage in any formal benchmarking in determining 2021 executive compensation. The Compensation Committee may, from time to time, review current practices of similarly-situated, publicly-held companies in the offshore drilling and oilfield services industries when it makes compensation-related decisions. In connection with its review, the Compensation Committee may consider the cash and equity compensation practices of other publicly held companies that are of a similar size, or that directly compete with us in the offshore contract drilling industry, through the review of such companies’ public reports and through other resources.
Role of Compensation Consultant
During 2021, the Compensation Committee did not retain the services of an outside compensation consultant.
Role of Executive Officers in Compensation Decisions
For 2021, no executive officer played a role in determining the amount or form of compensation paid to the Company’s executive officers, other than Mr. Toma, who provided input with respect to the performance goals and applicable target bonus levels (other than his own target bonus level) applicable to the 2021 annual cash incentive program.
Elements of our Compensation Program
As described above, there are typically six primary elements to our executive compensation program—annual base salary, annual cash incentive awards, time-based equity awards, performance-based equity awards, longer-term cash-based retention awards and other benefits. Each of these elements are described in greater detail below.
Annual Base Salary. On March 31, 2020, as part of our efforts to reduce operating and corporate costs in light of the global economic decline and public health crisis resulting from the spread of COVID-19 during 2020, each named executive officer agreed to a 20% reduction in salary effective April 1, 2020 until June 30, 2020. On July 1, 2020, each named executive officer’s base salary level was restored to levels in effect prior to April 1, 2020 and then subsequently reduced by 10% on July 1, 2020. The reductions in base salary are still in effect, but have no effect on the other terms of the Employment Agreements or named executive officer compensation.
The current base salary levels of the named executive officers as of December 31, 2021, are set forth below:
Position |
|
Annual Salary |
|
|
Chief Executive Officer |
|
$ |
450,000 |
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Chief Operating Officer |
|
$ |
387,000 |
|
Chief Financial Officer and General Counsel |
|
$ |
256,500 |
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Vice President Marketing and Business Development |
|
$ |
256,500 |
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Chief Accounting Officer and Vice President of Tax |
|
$ |
198,000 |
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Annual Cash Incentive Awards. To incentivize the named executive officers to focus on short-term goals and objectives, the Compensation Committee determined it was appropriate to approve a performance-based annual bonus program for 2021 (the “2021 Annual Bonus Program”). Under the 2021 Annual Bonus Program, each of the named executive officers had the opportunity to earn a cash payment based on the level of achievement of the following performance goals, each of which was weighted at 33%: (1) certain health and safety objectives, including the Total Recordable Incident Rate, the Lost Time Incidence Rate, the Dropped Object Incidence
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Rate and reducing hand and finger injuries, (2) Contracts Awarded for Rigs and (3) level of cash and Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) at year end (collectively, the “Operational Goals”). In addition, each of the named executive officers had the opportunity to earn a cash payment based on the level of achievement of certain strategic goals, each of which was weighted at 33%: (1) operations and management execution and additional contracts, (2) liability management efforts and (3) other strategic goals (collectively, the “Strategic Areas”). However, no specific metrics were established in respect to the Strategic Areas. The Compensation Committee met in February 2022 to award additional bonus compensation on a discretionary basis in respect of the Strategic Areas.
At the beginning of 2021, the Compensation Committee established target bonus opportunities for each of the named executive officers, expressed as a percentage of the named executive officer’s annual base salary:
Last name |
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First name |
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Position |
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Annual Salary |
|
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Bonus Target (as percentage of Annual Salary) |
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Toma |
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Ihab |
|
Chief Executive Officer |
|
$ |
500,000 |
|
|
|
100 |
% |
Halkett |
|
Douglas |
|
Chief Operating Officer |
|
$ |
430,000 |
|
|
|
80 |
% |
Stewart |
|
Douglas |
|
Chief Financial Officer and General Counsel |
|
$ |
285,000 |
|
|
|
75 |
% |
Thomson |
|
William |
|
Vice President Marketing and Business Development |
|
$ |
285,000 |
|
|
|
100 |
% |
Ibrahim |
|
Linda |
|
Chief Accounting Officer and Vice President of Tax |
|
$ |
220,000 |
|
|
|
70 |
% |
The maximum amount payable to each named executive officer under the 2021 Annual Bonus Program is 200% of the applicable named executive officer’s target bonus amount. Up to 100% of each named executive officer’s target bonus opportunity is based on the level of achievement of the Operational Goals, with the ability to earn between 101%-200% of the applicable target annual bonus opportunity based on the level of achievement of our Strategic Areas. Following the end of the 2021 performance period, the Compensation Committee determined that the level of achievement of the Operational Goals was 56% and the level of achievement of the Strategic Areas was 100%, resulting in an aggregate level of performance achieved across all performance goals of 156%. As a result, each named executive officer earned approximately 156% of his or her target annual bonus amount for 2021. For the amounts earned by each of the named executive officers in respect of 2021 performance, see the “Non-Equity Incentive Compensation” column of the 2021 Summary Compensation Table.
Time-based and Performance-based Equity Awards.
Amended 2016 Management Incentive Plan
On February 10, 2016, the Company’s Board of Directors adopted and approved the Company’s new 2016 Management Incentive Plan (the “2016 MIP”) pursuant to which the Compensation Committee had the ability to grant awards to employees, directors and consultants of the Company, as determined by the Compensation Committee. Pursuant to the 2016 MIP, the Compensation Committee could grant awards in the form of stock options, restricted stock, restricted stock units or other awards of the Company, subject to vesting conditions determined by the Compensation Committee. No grants were made under the 2016 MIP.
On August 9, 2016, the Board of Directors approved an amendment and restatement of the 2016 MIP in order to better align the terms of the 2016 MIP with our overall business strategy and operational performance (the “Amended 2016 MIP”). The Board of Directors also approved form award agreements to be used for grants under the Amended 2016 MIP, including time-based and performance-based restricted stock units to acquire units of our stapled securities. Pursuant to such form award agreements, time-based restricted stock units vest ratably annually over a four-year period, and performance-based restricted stock units vest (if at all) in accordance with a vesting schedule that is based on achievement of a multiple of “total enterprise value” of the Company, as tested on the occurrence of a “qualified liquidity event” or, if later, the seventh anniversary of the date the 2016 MIP became effective.
All of the current named executive officers received these awards during 2016, but no additional grants were made to them during 2017, 2019, 2020 or 2021. During 2018, Mr. Thomson received 1,030 time-based restricted stock units and 2,430 performance-based restricted stock units on the same terms and conditions described above. For the grant date fair values of the equity-based awards granted to the named executive officer under the Amended 2016 MIP, see the 2016 “Stock Awards” column of the Summary Compensation Table.
In connection with the conversion of the Company's 1%/12% Step-Up Senior Secured Third Lien Convertible Notes into the Company's ordinary shares on December 4, 2019, each restricted stock unit was converted into the right to receive approximately 2.868 Company common shares, with a per-share average fair value of $66.26. Following the conversion of the Company's 1%/12% Step-Up Senior Secured Third Lien Convertible Notes, 963,380 common shares are reserved for issuance under the Amended 2016 MIP. As of December 31, 2021, there were 356,488 shares available for future grant under the Amended 2016 MIP, which includes 48,249 performance-based awards forfeited during 2021.
On November 18, 2019, following the receipt of proceeds in connection with, and the procurement of a special litigation insurance policy by certain of the Company’s subsidiaries relating to, the Petrobras litigation matter, the Board declared a special cash dividend
9
equal to $40.03 per share of the Company’s common stock (the “Dividend”). The Dividend was paid on December 17, 2019 to holders of record as of the close of business on December 10, 2019. Pursuant to the terms of the applicable award agreements, the named executive officers were entitled to accrue dividend equivalents in respect of the shares of common stock underlying their restricted stock unit awards outstanding when such Dividend was paid. These dividend equivalents are subject to the same vesting and settlement conditions applicable to the underlying restricted stock units, and will be paid at the same time the underlying restricted stock units are settled. As of the date of this filing, all of the named executive officers’ restricted stock units had vested and none of which have settled.
Cash-Based Long Term Retention Awards.
On July 19, 2019, following the Company’s receipt of proceeds from an arbitration award issued in connection with the Petrobras litigation matter, the Board of Directors approved the grant of certain cash-based long term retention awards and their related award agreements, also known as the Petrobras Litigation Awards (the “Original Cash-Based Retention Awards”) to executives and other key employees in an aggregate of approximately $19.3 million. The Original Cash-Based Retention Awards were issued under the Amended 2016 MIP Pursuant to the award agreements, commencing on June 21, 2019, at which time the Original Cash-Based Retention Awards were to vest over a four-year period as follows:
Termination. Upon the termination of the participant’s service for any reason, unless otherwise determined by the Compensation Committee, all unvested portions of the Original Cash-Based Retention Awards would be forfeited and canceled with no compensation owed in respect of such amounts to participant.
Change of Control. Upon a qualified liquidity event (as defined in the applicable award agreement), the Board of Directors will have the right, in its sole discretion, to cause any remaining unvested amounts of the Original Cash-Based Retention Awards to vest reflecting a cumulative of up to 100% of the Original Cash-Based Retention Awards.
Other provisions. The agreements relating to the Original Cash-Based Retention Awards contain customary provisions relating to confidentiality, non-competition and non-solicitation.
On September 25, 2019, the Board of Directors amended the terms and conditions of the Original Cash-Based Retention Awards (the “Amended Cash-Based Retention Awards”). The material changes to the Original Cash-Based Retention Awards as reflected in the Amended Cash-Based Retention Awards relate to vesting (as described below) and certain adjustments to the amounts to be awarded:
10
The provisions relating to termination, change of control, confidentiality, non-competition and non-solicitation were generally unchanged from the Original Cash-Based Retention Awards.
On January 18, 2021, the Compensation Committee approved the grant to the named executive officers (other than the Chief Executive Officer) and certain key employees, and the Board of Directors approved for the Chief Executive Officer, certain additional cash-based long term retention awards on the same terms and conditions as the Amended Cash-Based Retention Awards except that 50% of the amounts vest on June 21, 2021 and the remaining 50% vest on June 20, 2022 (the “2021 Cash-Based Retention Awards”).
Severance and Other Termination Payments
The named executive officers are entitled to receive severance benefits under the terms of their employment agreements. Prior to the effectiveness of our chapter 11 bankruptcy plan on February 10, 2016, Messers. Halkett and Thomson and Ms. Ibrahim were covered by the Company’s change of control policy. The purpose of the change of control policy was to:
• ensure that the actions and recommendations of our senior management with respect to a possible or actual change of control are in the best interests of the company and our shareholders, and are not influenced by their own personal interests concerning their continued employment status after the change of control; and
• reduce the distraction regarding the impact of an actual or potential change of control on the personal situation of the named executive officers and other key employees.
In connection with the negotiation of the Amended and Restated Employment Agreements (as defined below) in connection with emergence from chapter 11 bankruptcy, the economic terms of the change of control policy were incorporated into the Amended and Restated Employment Agreements in order to streamline the provision of severance and related benefits with respect to those executives who are party to those employment agreements.
Employment Agreements. Effective as of the effectiveness of our Chapter 11 bankruptcy plan on February 10, 2016, we entered into amended and restated employment agreements (the “Amended and Restated Employment Agreements”) with Messrs. Halkett and Thomson and Ms. Ibrahim, each effective February 10, 2016. The Amended and Restated Employment Agreements provide for certain severance benefits. Pursuant to the Amended and Restated Employment Agreements, upon certain terminations of employment or following a change of control, outstanding equity-based awards granted under the Amended 2016 MIP will be governed by the terms of the Amended 2016 MIP. In connection with their commencement of employment, Messrs. Toma and Stewart each entered into employment agreements with us that provide for certain severance benefits upon certain terminations of employment (which are described in more detail below). Additionally, certain of our named executive officers may be entitled to additional severance benefits in the event the officer is terminated following a change of control. More detailed information about the employment agreements and the possible payouts under the change of control policy is contained in “Employment Agreements” and “Potential Payments Upon Termination or Change of Control.”
Other Compensation Policies
Other Compensation. We have established and maintain various employee benefit plans, including medical, dental, life insurance and a 401(k) plan. These plans are generally available to all salaried employees and do not discriminate in favor of executive officers or directors. We also provide certain of our executive officers with a limited number of perquisites which we believe are reasonable and competitive with other companies of our size in our industry. For certain executive officers, these include reimbursement for the cost of an annual physical, a car allowance, and/or certain housing expenses, as well as certain expatriate benefits described in more detail
11
below. The amounts paid to each of the Company’s named executive officers in respect of such benefits are shown in the “All Other Compensation” column of the 2021 Summary Compensation Table.
Expatriate benefits. Employees, including the named executive officers, who reside outside of their home country as a result of their job responsibilities receive certain expatriate benefits that we believe are competitive with those of peer companies engaged in significant international operations. For expatriate named executive officers, these perquisites may include paid housing and utilities, a car allowance, an annual home leave flight allowance for the employee and eligible family members, and school tuition expenses for their children. These expatriate benefits phase out over a period of time specified for certain of our international and domestic locations.
Compensation Policies and Risk Management. It is the responsibility of the Compensation Committee to ensure that the Company’s policies and practices related to compensation do not encourage excessive risk-taking behavior. The Compensation Committee believes that its current compensation policies and practices are not reasonably likely to have a material adverse effect on the Company and do not encourage excessive risk-taking behavior.
Tax and Accounting Considerations
Section 162(m) of the Internal Revenue Code places a limit of $1 million per year on the amount of compensation paid to certain of a public company’s executive officers that may be deductible for any single taxable year. The Tax Cuts and Jobs Act, enacted on December 22, 2017, substantially modified Section 162(m) and, among other things, expanded the definition of “public company” to include companies that have reporting obligations under Section 15(d) of the Exchange Act. As a result, for taxable years beginning after December 31, 2017, certain compensation paid by the Company to our “covered employees” (as defined under Section 162(m)) that exceeds $1 million may not be deductible to the Company. The Compensation Committee considered the impact of Section 162(m) in making compensation decisions during 2021, but did not base any of its compensation decisions solely on the applicable tax consequences. The Compensation Committee will continue to monitor the impact of Section 162(m) on the Company’s executive compensation programs.
Summary Compensation Table
The following table shows information concerning the annual compensation for services provided to us by our named executive officers during 2021, 2020 and 2019.
|
|
|
|
|
|
Non-Equity Incentive Plan Compensation |
|
Stock Awards |
|
All Other Compensation |
|
Total Compensation |
|
||||||
Name and Principal Position |
Year |
Salary ($) |
|
Bonus ($) (3) |
|
($) (2) |
|
($) (1) |
|
($) (4) |
|
($) |
|
||||||
Ihab Toma |
2021 |
|
450,000 |
|
|
1,127,565 |
|
|
781,100 |
|
|
- |
|
|
107,028 |
|
|
2,465,693 |
|
Chief Executive Officer |
2020 |
|
450,000 |
|
|
952,565 |
|
|
430,500 |
|
|
- |
|
|
115,835 |
|
|
1,948,900 |
|
|
2019 |
|
500,000 |
|
|
952,565 |
|
|
680,015 |
|
|
- |
|
|
118,851 |
|
|
2,251,431 |
|
Douglas W. Halkett |
2021 |
|
387,000 |
|
|
551,283 |
|
|
537,397 |
|
|
- |
|
|
80,920 |
|
|
1,556,600 |
|
Chief Operating Officer |
2020 |
|
387,000 |
|
|
476,283 |
|
|
296,184 |
|
|
- |
|
|
86,370 |
|
|
1,245,837 |
|
|
2019 |
|
430,000 |
|
|
476,283 |
|
|
467,850 |
|
|
- |
|
|
86,370 |
|
|
1,460,503 |
|
Douglas E. Stewart |
2021 |
|
256,500 |
|
|
1,253,207 |
|
|
333,920 |
|
|
- |
|
|
32,951 |
|
|
1,876,578 |
|
Chief Financial Officer, General Counsel and |
2020 |
|
267,133 |
|
|
1,190,707 |
|
|
184,039 |
|
|
- |
|
|
32,054 |
|
|
1,673,933 |
|
Corporate Secretary |
2019 |
|
285,000 |
|
|
1,190,707 |
|
|
290,706 |
|
|
- |
|
|
30,187 |
|
|
1,796,600 |
|
William L. Thomson |
2021 |
|
256,500 |
|
|
348,270 |
|
|
445,227 |
|
|
- |
|
|
54,735 |
|
|
1,104,732 |
|
Vice President - |
2020 |
|
267,133 |
|
|
285,770 |
|
|
245,385 |
|
|
- |
|
|
50,254 |
|
|
848,542 |
|
Marketing and Business Development |
2019 |
|
285,000 |
|
|
285,770 |
|
|
331,084 |
|
|
- |
|
|
57,522 |
|
|
959,376 |
|
Linda J. Ibrahim |
2021 |
|
198,000 |
|
|
216,513 |
|
|
240,579 |
|
|
- |
|
|
23,400 |
|
|
678,492 |
|
Chief Accounting Officer |
2020 |
|
206,208 |
|
|
190,514 |
|
|
132,594 |
|
|
- |
|
|
23,331 |
|
|
552,647 |
|
and Vice President of Tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
12
Name |
Schooling ($) (i) |
|
Housing ($) |
|
401(k) Contributions ($) |
|
Home Airfare ($) |
|
Vehicle ($) |
|
Other Compensation ($)(ii) |
|
Total ($) |
|
|||||||
Ihab Toma |
— |
|
|
92,544 |
|
— |
|
|
2,000 |
|
|
11,444 |
|
|
1,040 |
|
|
107,028 |
|
||
Douglas W. Halkett |
— |
|
|
68,021 |
|
— |
|
|
2,000 |
|
|
10,899 |
|
— |
|
|
80,920 |
|
|||
Douglas E. Stewart |
— |
|
— |
|
|
17,400 |
|
— |
|
|
14,400 |
|
|
1,151 |
|
|
32,951 |
|
|||
William L. Thomson |
|
27,296 |
|
— |
|
|
17,400 |
|
— |
|
|
9,000 |
|
|
1,040 |
|
|
54,735 |
|
||
Linda J. Ibrahim |
— |
|
— |
|
|
17,400 |
|
— |
|
|
6,000 |
|
— |
|
|
23,400 |
|
||||
Employment Agreements
Effective as of the effectiveness of our Chapter 11 bankruptcy plan on February 10, 2016, we entered into the Amended and Restated Employment Agreements with Messrs. Halkett and Thomson and Ms. Ibrahim, each effective February 10, 2016. The Amended and Restated Employment Agreements supersede the employment agreements such named executive officers had in place with the company prior to February 10, 2016. We entered into the Amended and Restated Employment Agreements primarily for purposes of updating certain terms of our prior arrangements with such named executive officers, including modifications (i) to comply with changes in law, and (ii) to clarify certain terms and definitions.
The term of each of the Amended and Restated Employment Agreements is subject to automatic extension for an additional one-year period on each anniversary of such agreement, unless either party gives notice of non-renewal at least 90 days before the renewal date.
Under the terms of the Amended and Restated Employment Agreements, Messrs. Halkett and Thomson and Ms. Ibrahim are prohibited from competing with us or soliciting any of our customers or employees for a period of time following the termination of his or her employment, the duration of which is based on the circumstances of termination.
On July 1, 2021, the Company’s Board of Directors appointed Linda J. Ibrahim to the role of Chief Accounting Officer of the Company. Along with this role, Ms. Ibrahim continues to serve as the Company’s Vice President of Tax, a role she has held at the Company since February 2015, respectively. Ms. Ibrahim’s employment agreement with the Company remained unchanged other than to acknowledge the increase in her duties and responsibilities.
On May 10, 2016, we entered into an employment agreement with Mr. Stewart in connection with his appointment as Vice President, General Counsel and Corporate Secretary of the Company, to be effective on June 9, 2016. His employment agreement has an initial term of one year. The other terms of Mr. Stewart’s employment agreement are substantially the same as those in the Amended and Restated Employment Agreements.
On May 15, 2020, the Company’s Board of Directors appointed Douglas E. Stewart as the Company’s Chief Financial Officer. Along with this role, Mr. Stewart continues to serve as the Company’s General Counsel and Corporate Secretary as well as Chief Compliance Officer, roles he has held at the Company since June 2016 and December 2016, respectively. Mr. Stewart’s employment agreement with the Company remained unchanged other than to acknowledge the increase in his duties and responsibilities.
On August 9, 2016, we entered into an employment agreement with Mr. Ihab Toma in connection with his appointment as Chief Executive Officer of the Company (the “Employment Agreement”), which became effective as of August 29, 2016 (the “Employment Effective Date”). The initial term of the Employment Agreement was two years from the Employment Effective Date, subject to automatic one-year renewals thereafter. The initial two-year term, and any subsequent annual renewal terms, may end earlier in accordance with the terms of the Employment Agreement.
Pursuant to the Employment Agreement, Mr. Toma receives an annual base salary of $500,000, and has the opportunity to earn an annual bonus based on his and/or our achievement of certain performance criteria established by the Compensation Committee. For each fiscal year beginning with our 2017 fiscal year, Mr. Toma’s target annual bonus opportunity will be equal to 100% of his annual base salary (the “Target Annual Bonus”), subject to a maximum annual bonus payout equal to 200% of his base salary. In 2021, Mr. Toma also received a housing allowance of $6,812 per month.
Pursuant to the Employment Agreement, Mr. Toma has agreed to indefinite confidentiality and non-disparagement obligations. The Employment Agreement also provides that Mr. Toma will not compete with us or solicit our customers or employees, in any case during his employment with us or for a period of one year thereafter. This period increases to two years in the case of Mr. Toma’s retirement from the Company and, in the case of the non-competition provision, is also extended to coincide with his continued receipt of severance benefits (for a period of up to two years following the termination of his employment with us).
13
On March 31, 2020, as part of our efforts to reduce operating and corporate costs in light of the global economic decline and public health crisis resulting from the spread of COVID-19 in 2020, each named executive officer entered into an amendment and waiver to their employment agreement, agreeing to a 20% reduction in salary effective April 1, 2020 until June 30, 2020 and waiving any claim the executive may have to claim “good reason” in connection therewith. The reduction in base salary had no effect on the other terms of the Employment Agreements. On July 1, 2020, each named executive officer’s base salary level was restored to levels in effect prior to April 1, 2020 and then subsequently reduced by 10% on July 1, 2020. These reduced base salary levels remain in effect, but will have no effect on the other terms of the Employment Agreements (for example, severance provisions).
In connection with the conversion of the Company's 1%/12% Step-Up Senior Secured Third Lien Convertible Notes into the Company’s ordinary shares on December 4, 2019, each restricted stock unit was converted into the right to receive approximately 2.868 Company common shares.
Grants of Plan Based Awards Table
The following table provides information with respect to incentive plan-based awards made during fiscal year 2021 to the named executive officers.
Name |
Grant Date |
Threshold ($) |
|
Target ($) |
|
Maximum ($) |
|
All other stock awards: Number of shares of stock or units (#) (2) |
|
Grant date fair value of stock and option awards ($) (2) |
|
|||||
Ihab Toma (1) |
1/1/2021 |
|
- |
|
|
500,000 |
|
|
1,000,000 |
|
|
- |
|
|
- |
|
Douglas W. Halkett (1) |
1/1/2021 |
|
- |
|
|
344,000 |
|
|
688,000 |
|
|
- |
|
|
- |
|
Douglas E. Stewart (1) |
1/1/2021 |
|
- |
|
|
213,750 |
|
|
427,500 |
|
|
- |
|
|
- |
|
William L. Thomson (1) |
1/1/2021 |
|
- |
|
|
285,000 |
|
|
570,000 |
|
|
- |
|
|
- |
|
Linda J. Ibrahim (1) |
1/1/2021 |
|
- |
|
|
154,000 |
|
|
308,000 |
|
|
- |
|
|
- |
|
Outstanding Equity Awards at Year End
The following table provides information with respect to the status, as of December 31, 2021, of all unvested restricted stock unit awards held by each of the named executive officers.
Name |
Number of Shares or Units of Stock That Have Not Vested (1) |
|
Number of Unearned Shares, Units or Other Rights That Have Not Vested (2) |
|
Market or Payout Value of Unearned Shares Units or Other Rights That Have Not Vested ($) (3) |
|
Market Value of Shares or Units of Stock That Have Not Vested |
|
||||
Ihab Toma |
|
- |
|
|
|
|
|
|
- |
|
||
Ihab Toma |
|
|
|
12,407 |
|
|
71,342 |
|
|
- |
|
|
Douglas W. Halkett |
|
- |
|
|
|
|
|
|
- |
|
||
Douglas W. Halkett |
|
|
|
5,974 |
|
|
34,350 |
|
|
- |
|
|
Douglas E. Stewart |
|
- |
|
|
|
|
|
|
- |
|
||
Douglas E. Stewart |
|
|
|
3,446 |
|
|
19,817 |
|
|
- |
|
|
William L. Thomson |
|
- |
|
|
|
|
|
|
- |
|
||
William L. Thomson |
|
|
|
2,757 |
|
|
15,854 |
|
|
- |
|
|
William L. Thomson |
|
- |
|
|
|
|
|
|
- |
|
||
William L. Thomson |
|
|
|
689 |
|
|
3,962 |
|
|
- |
|
|
Linda J. Ibrahim |
|
- |
|
|
|
|
|
|
- |
|
||
Linda J. Ibrahim |
|
|
|
2,298 |
|
|
13,211 |
|
|
- |
|
|
14
Fiscal Year 2021 Stock Vested
The following table contains information about restricted stock units that vested during fiscal year 2021.
Name |
Number of Units |
|
Value Realized |
|
||
Ihab Toma |
|
- |
|
|
- |
|
Douglas W. Halkett |
|
- |
|
|
- |
|
Douglas E. Stewart |
|
- |
|
|
- |
|
William L. Thomson |
|
- |
|
|
- |
|
Linda J. Ibrahim |
|
2,462 |
|
|
14,157 |
|
Potential Payments Upon Termination or Change of Control
Assuming the employment of any of our named executive officers was to be terminated without cause, for good reason, or constructively terminated without cause, or in the event of a change of control, each as of December 31, 2021, the named executive officer would be entitled to payments in the amounts set forth below:
Termination Without Cause, For Good Reason, or Constructive Termination
Compensation Type |
|
Ihab Toma |
|
|
Douglas W. Halkett |
|
|
Douglas E. Stewart |
|
|
William L. Thomson |
|
|
Linda J. Ibrahim |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Salary (1)…………………………… |
|
$ |
1,000,000 |
|
|
$ |
860,000 |
|
|
$ |
285,000 |
|
|
$ |
285,000 |
|
|
$ |
220,000 |
|
Target Annual Incentive Bonus (1)……. |
|
$ |
1,000,000 |
|
|
$ |
688,000 |
|
|
$ |
213,750 |
|
|
$ |
285,000 |
|
|
$ |
154,000 |
|
Accelerated Vesting of Equity Awards (2)…. |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
$ |
2,000,000 |
|
|
$ |
1,548,000 |
|
|
$ |
498,750 |
|
|
$ |
570,000 |
|
|
$ |
374,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Termination Following a Change of Control |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Salary (3)…………………………… |
|
$ |
1,500,000 |
|
|
$ |
1,290,000 |
|
|
$ |
285,000 |
|
|
$ |
570,000 |
|
|
$ |
440,000 |
|
Average Annual Incentive Bonus (3)……. |
|
$ |
1,891,615 |
|
|
$ |
1,301,431 |
|
|
$ |
269,555 |
|
|
$ |
681,131 |
|
|
$ |
394,227 |
|
Accelerated Vesting of Equity Awards (4)…. |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Accelerated Vesting of Cash-Based Retention Awards (5)…. |
|
$ |
1,127,565 |
|
|
$ |
551,283 |
|
|
$ |
1,253,207 |
|
|
$ |
348,270 |
|
|
$ |
216,513 |
|
|
|
$ |
4,519,180 |
|
|
$ |
3,142,714 |
|
|
$ |
1,807,762 |
|
|
$ |
1,599,401 |
|
|
$ |
1,050,740 |
|
15
Pursuant to the Amended and Restated Employment Agreements, and pursuant to Mr. Stewart’s employment agreement, upon a termination without “cause” or by the executive for “good reason”, other than in connection with a change of control, the named executive officers are eligible to receive severance payments in an amount equal to one-times the sum of the executive officer’s base salary and target annual bonus for the year of termination (two-times such amount for Mr. Halkett). If such termination occurs within 6 months prior to, or within 24 months following, a change of control, then these named executive officers are eligible to receive an amount equal to a multiple of the sum of (i) the executive’s annual base salary plus (ii) the executive’s “average bonus amount” (as defined in the employment agreement, and which generally means the average of any annual bonuses paid or payable during the three-year period prior to occurrence of the change of control (but no less than the target annual bonus for any such year. Such multiple is equal to three-times such amount for Mr. Halkett, two-times such amount for Mr. Thomson and Ms. Ibrahim, and one-times such amount for Mr. Stewart. Cash payments are payable in accordance with the Company’s regular payroll cycle over the applicable severance period, except in the case of a termination in connection with a change of control, in which case the payments are made in a lump sum within sixty days of the termination event. We are not obligated to make any cash payments to these executives if their employment is terminated by us for cause or by the executive without good reason. In the event of an executive’s death, we will pay the executive’s estate an amount equal to his annual base salary, bonus and the value of any equity awards.
During the executive’s employment and for a period of (a) one year following a termination (or, with respect to the non-competition restriction, a period of time not to exceed two years following a termination during which the executive receives any payment of base salary from the Company) without cause, for good reason, constructive termination without cause or a termination in connection with a change of control or (b) two years following a termination due to retirement, the executive cannot work anywhere in the specified geographic region, and directly or indirectly:
If we terminate Mr. Toma’s employment without “cause” or if Mr. Toma resigns his employment for “good reason” (as those terms are defined in his employment agreement, and in either case, a “Qualifying Termination”), Mr. Toma will be eligible to receive an amount equal to two times the sum of (i) his annual base salary plus (ii) his target annual bonus, payable in equal installments over a two-year period following the termination date. In the event of an “anticipatory termination” within six months prior to a “change of control” (as those terms are defined in the employment agreement) or a Qualifying Termination within two years following a change of control, Mr. Toma will be eligible to receive one year of outplacement assistance and an amount equal to three times the sum of (i) his annual base salary plus (ii) his “average bonus amount” (as defined in the employment agreement, and which generally means the average of any annual bonuses paid or payable during the three-year period prior to occurrence of the change of control (but no less than his target annual bonus for any such year)), payable in equal installments over a three-year period following the termination date. In the
16
event of Mr. Toma’s death or “disability” (as defined in the employment agreement), he will be eligible to receive a pro-rated annual bonus, based on the actual achievement of the applicable performance criteria, and pro-rated for the number of days Mr. Toma was employed with the Company during the Company’s applicable fiscal year. In order to receive any of the severance benefits described above, Mr. Toma must execute a valid release of claims in favor of the Company. The employment agreement provides that Mr. Toma will not compete with us or solicit our customers or employees, in any case during his employment with us or for a period of one year thereafter. This period increases to two years in the case of Mr. Toma’s retirement from the Company and, in the case of the non-competition provision, is also extended to coincide with his continued receipt of severance benefits (for a period of up to two years following the termination of his employment with us).
Director Compensation
Prior to 2020, the Board of Directors had approved compensation for independent board members consisting of $133,333 of annual cash compensation and $66,667 of annual stock awards in the form of restricted stock units. Additionally, each independent board member receives $2,000 for each board or committee meeting attended in-person and $1,000 for each board or committee meeting attended telephonically. The Chairman of the Board of Directors receives an additional $50,000 of annual cash consideration and the Chairman of the Audit Committee and Chairman of the Compensation Committee each receive an additional $10,000 of annual cash consideration. Cash consideration is paid quarterly in arrears.
On March 31, 2020, as part of the Company’s efforts to reduce operating and corporate costs in light of the global economic decline and public health crisis resulting from the spread of COVID-19, each of the independent directors agreed to reduce their annual cash compensation by 20% effective April 1, 2020 until June 30, 2020. On July 1, 2020, the independent directors’ annual cash compensation levels were restored to levels in effect prior to April 1, 2020 and then subsequently reduced by 10% on July 1, 2020.
In 2021, none of the independent board members received a restricted stock unit award. Rather, in February 2021, the Board granted each of the independent board members in lieu of any restricted stock unit award a cash award equal to $66,667 in respect of their service in 2021, which was paid in February 2022.
The board members currently determined to be independent for purposes of receiving compensation during 2021 were Messrs. Bates, Larsen, and Wells. All of the directors are reimbursed for reasonable, necessary and documented travel, subsistence, and other related expenses incurred in connection with the performance of their official board duties.
Name |
Fees earned or paid in cash ($)(1) |
|
Stock awards ($)(2) |
|
All other compensation ($) |
|
Total |
|
||||
Thomas Bates |
|
244,667 |
|
|
- |
|
|
- |
|
|
244,667 |
|
Nils E. Larsen |
|
209,667 |
|
|
- |
|
|
- |
|
|
209,667 |
|
L. Spencer Wells |
|
209,667 |
|
|
- |
|
|
- |
|
|
209,667 |
|
Paul A. Gordon |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Richard B. Aubrey III |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Manuel A. Garcia |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Compensation Committee Report
Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, that might incorporate future filings, including this report, in whole or in part, the following Report of the Compensation Committee shall not be deemed to be “Soliciting Material,” is not deemed “filed” with the SEC and shall not be incorporated by reference into any filings under the Securities Act or Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in such filing except to the extent that we specifically request that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.
The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Amendment to the Form 10-K.
17
|
By the Compensation Committee of the Board of Directors, |
|
L. Spencer Wells, Chair |
Nils E. Larsen |
Manuel A. Garcia |
Compensation Committee Interlocks and Insider Participation
None of the current members of our Compensation Committee serves, or has at any time served, as an officer or employee of us or any of our subsidiaries. None of our executive officers has served as a director or member of the Compensation Committee, or other committee serving an equivalent function, of any other entity, one of whose executive officers served as one of our directors or a member of our Compensation Committee.
CEO Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees to the annual total compensation of our CEO, Mr. Toma.
We determined that, as of December 31, 2021, our employee population consisted of 410 individuals, not including our CEO. As of such date, approximately 96% of our employee population was located outside of the U.S.
To identify the median employee, we calculated the total cash compensation of each employee for the twelve-month period ended December 31, 2021. Total cash compensation for these purposes included base salary, bonuses and comparable cash elements of compensation in non-U.S. jurisdictions and was calculated using internal payroll records. We did not apply any cost of living adjustments as part of the calculation. We annualized the compensation of all permanent employees who were hired in 2021 but did not work for us or our consolidated subsidiaries for the entire fiscal year, but did not annualize the compensation of any part-time employee. We did not include any independent contractors or leased employees in our determination.
Once we identified the median employee, we calculated all of the elements of such employee’s compensation for the 2021 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in an estimated annual total compensation of $84,863. To calculate the annual total compensation of Mr. Toma, we used the amount reported in the “Total” column of the 2021 Summary Compensation Table included in this Form 10-K/A, which was $2,465,693, resulting in a ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees of 29 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402 of Regulation S-K.
Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have headquarters in different countries, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Directors, Executive Officers and Certain Beneficial Owners
The following table sets forth information regarding the beneficial ownership of our outstanding ordinary shares on April 15, 2022, except as noted below, by (i) each person who is known by us to beneficially own more than 5% of our outstanding voting power, (ii) each director, nominee for director and named executive officer, and (iii) all of our directors and executive officers as a group. To our knowledge, unless it is otherwise stated in the footnotes, each person listed below has sole voting and investment power with respect to his or her shares beneficially owned. For purposes of the tables below, a person or group of persons is deemed to have “beneficial ownership” of any shares that such person has the right to acquire on or within 60 days after April 15, 2022.
18
Name of beneficial owner (1) |
Number of Ordinary Shares Beneficially Owned |
|
Percentage of Class Beneficially Owned (2) |
|
||
Greater than five percent holders: |
|
|
|
|
||
Anchorage Capital Group, LLC (3) |
|
4,773,285 |
|
|
36.40 |
% |
GoldenTree Asset Management, L.P. (4) |
|
2,122,380 |
|
|
16.18 |
% |
Whitebox Advisors, LLC (5) |
|
1,107,318 |
|
|
8.44 |
% |
Bank of America Merrill Lynch (6) |
|
830,160 |
|
|
6.33 |
% |
Directors and named executive officers: |
|
|
|
|
||
Thomas R. Bates, Jr. |
— |
|
— |
|
||
Nils E. Larsen |
— |
|
— |
|
||
L. Spencer Wells |
— |
|
— |
|
||
Paul A. Gordon (7) |
— |
|
— |
|
||
Manuel A. Garcia (7) |
— |
|
— |
|
||
Ihab Toma |
— |
|
— |
|
||
Douglas W. Halkett |
— |
|
— |
|
||
Douglas E. Stewart |
— |
|
— |
|
||
William L. Thomson |
— |
|
— |
|
||
Linda J. Ibrahim |
— |
|
— |
|
||
directors and executive officers as a group (10 persons) |
— |
|
— |
|
||
19
Equity Compensation Plan Information as of December 31, 2021
Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
|
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|
||
|
(a) |
|
(b) |
(c) |
|
||
Equity compensation plans approved by security holders |
|
606,892 |
|
N/A |
|
356,488 |
|
|
|
|
|
|
|
||
Equity compensation plans not approved by security holders |
N/A |
|
N/A |
N/A |
|
||
|
|
|
|
|
|
||
Total |
|
606,892 |
|
N/A |
|
356,488 |
|
Item 13. Certain Relationships and Related Transactions, and Director Independence
Certain Relationships and Related Party Transactions
In the ordinary course of our business, we may enter into transactions with our directors, officers and 5% or greater shareholders.
The Shareholders Agreement
On February 10, 2016, the Company entered into the Shareholders Agreement (the “Shareholders Agreement”) by and between the Company and the Shareholders (as defined therein). The Shareholders Agreement sets forth the size and composition of the Board and places certain limitations on what actions can be taken by the Board without the affirmative vote of the holders of a majority of the outstanding Ordinary Shares not held by Vantage Drilling Company. The Shareholders Agreement provides the parties thereto with certain information and inspection rights. The Shareholders Agreement places certain restrictions on the transferability of the Company’s shares and also provides that the shares are subject to the tag rights, drag rights, preemptive rights and registration rights set forth or referenced therein.
Registration Rights Agreement
On February 10, 2016, in connection with the effectiveness of our Chapter 11 bankruptcy plan, we entered into a registration rights agreement with certain of our holders (the “Registration Rights Agreement”), which provides the holders party thereto certain registration rights. The Anchorage Funds are party to the Registration Rights Agreement. Messrs. Gordon and Garcia, members of the Company’s board of directors, are a senior advisor to and a managing director of Anchorage, respectively, the investment advisor to the Anchorage Funds.
The Registration Rights Agreement provides for the registration of certain securities of the Company issued to any holder or subsequently acquired in the open market by any holder and requires the Company to file a shelf registration statement on or prior to the ninetieth day following the date on which our Chapter 11 bankruptcy plan becomes effective, and to include such securities each holder party thereto requests inclusion therein, subject to certain exceptions, conditions and limitations. These registration rights include Form S-3 registration rights, demand registration and piggyback registration rights, subject, in each case, to the terms and conditions
20
identified in the Registration Rights Agreement. The Company has agreed to pay all registration expenses under the Registration Rights Agreement and agreed to indemnify the holders party thereto against certain liabilities.
The Company has been in compliance with the requirements of the Registration Rights Agreement.
VDC Registration Rights Agreement
In connection with the effectiveness of our Chapter 11 bankruptcy plan, the Company committed to enter into a registration rights agreement with Vantage Drilling Company providing for the filing by the Company of a registration statement relating to the Company’s ordinary shares issued to Vantage Drilling Company upon emergence from bankruptcy on account of the secured promissory note previously issued to Vantage Drilling Company in the course of the restructuring process (the “VDC Shares”).
On April 26, 2017, we entered into a registration rights agreement with Vantage Drilling Company and the joint official liquidators thereof (the “VDC Registration Rights Agreement”). The VDC Registration Rights Agreement provides for the registration of the VDC Shares and requires the Company to file a shelf registration statement on or prior to the ninetieth day following the date of such agreement. The Company has agreed to pay all registration expenses under the VDC Registration Rights Agreement and agreed to indemnify Vantage Drilling Company against certain liabilities.
The Company has satisfied all of its obligations under the VDC Registration Rights Agreement.
Our Policies Regarding Review, Approval or Ratification of Related-Party Transactions
The Audit Committee is responsible for approving related party transactions. The Audit Committee operates under a written charter pursuant to which all related party transactions are reviewed for potential conflict of interest situations in accordance with the “Conflict of Interest” principles contained our Code of Conduct, which is available at www.vantagedrilling.com on the “About Us” page under the link “Our Vision and Values.” Such transactions must be approved by the Audit Committee prior to consummation. The Audit Committee charter is available at www.vantagedrilling.com on the “About Us” page under the link “Our Vision and Values.” This Internet address is provided for informational purposes only and is not intended to function as a hyperlink. Our website and the information contained in it or connected to it shall not be deemed to be included or incorporated herein.
Director Independence
To evaluate the independence of individual directors, the Board of Directors has elected to use the definition of independence as defined by the NYSE MKT. The Board of Directors has determined that the following members are independent: Messrs. Bates, Larsen and Wells. There are no family relationships among any of our directors or executive officers.
Item 14. Principal Accounting Fees and Services
Independent Registered Public Accountant Fees
|
|
|
|
Fees
|
Year Ended
|
|
Year Ended
|
Audit Fees (1) |
$ 536,000 |
|
$ 521,000 |
Audit-Related Fees (2) |
— |
|
— |
Tax Fees |
— |
|
— |
All Other Fees |
— |
|
— |
Total Fees |
$ 536,000 |
|
$ 521,000 |
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Accountant
The Audit Committee has adopted certain policies and procedures regarding permitted audit and non-audit services and the annual pre-approval of such services. Each year, the Audit Committee will ratify the types of audit and non-audit services of which management
21
may wish to avail itself, subject to pre-approval of specific services. Each year, management and the independent registered public accounting firm will jointly submit a pre-approval request, which will list each known and/or anticipated audit and non-audit service for the upcoming calendar year and which will include associated budgeted fees. The Audit Committee will review the requests and approve a list of annual pre-approved non-audit services. Any additional interim requests for additional non-audit services that were not contained in the annual pre-approval request will be considered during quarterly Audit Committee meetings. All services provided by BDO during the years ended December 31, 2020 and December 31, 2021 were pre-approved by our Audit Committee.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) List of documents filed as part of this report
3. Exhibits. We hereby file as part of this Amendment No. 1 to Annual Report on Form 10-K the Exhibits listed on the attached Exhibit Index.
|
|
Exhibit No.
|
Description
|
|
|
22
Certification of Principal Executive Officer Pursuant to Section 302 (Filed herewith) |
|
Certification of Principal Financial Officer Pursuant to Section 302 (Filed herewith) |
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
VANTAGE DRILLING INTERNATIONAL |
|
|
|
By: |
/s/ DOUGLAS E. STEWART
|
Name: |
Douglas E. Stewart |
Title: |
Chief Financial Officer, General Counsel and Corporate Secretary |
Date: |
April 28, 2022 |
24