UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
P. Carey Lowe will step down from his position as Executive Vice President and Chief Operating Officer of Valaris plc (the “Company”) effective November 30, 2019 and will terminate employment with the Company effective as of December 31, 2019.
The Company has appointed Gilles Luca as Senior Vice President and Chief Operating Officer of the Company effective December 1, 2019. Mr. Luca, age 48, joined the Company in 1997 and has been Senior Vice President — Operations Support since April 2019. From December 2014 to April 2019, he was Senior Vice President - Western Hemisphere. His prior positions with the Company have included Vice President - Business Development and Strategic Planning, Vice President - Brazil Business Unit and General Manager - Europe and Africa. Mr. Luca has no familial relationships with any director or other executive officer of the Company. Mr. Luca will receive a base annual salary of $525,000 per year, a target annual bonus opportunity of 85% of his base salary level, an annual long-term incentive award with a target value of $1,500,000, and certain expatriate assignment benefits.
The Company has adopted an Executive Severance Plan (the “Severance Plan”). The Severance Plan provides eligible individuals, including each of the Company’s Senior Vice Presidents and Executive Vice Presidents, with the following separation payments and benefits in the event of a qualifying termination, subject to the executive executing and not revoking a release of claims and complying with certain restrictive covenants:
| · | For qualifying terminations occurring on or prior to April 10, 2020, cash severance in an amount equal to 100% (for Senior Vice Presidents) or 200% (for Executive Vice Presidents) of the sum of the executive’s annual base salary and target annual bonus opportunity; |
| · | For qualifying terminations occurring after April 10, 2020, cash severance in an amount equal to 100% (for Senior Vice Presidents) or 150% (for Executive Vice Presidents) of the executive’s annual base salary; |
| · | A pro-rated annual bonus for the year of termination (based on actual performance); |
| · | Forfeiture of all outstanding restricted stock units, restricted shares and cash performance units granted prior to the effective date of the Severance Plan; |
| · | Accelerated vesting of all outstanding restricted stock units and restricted shares granted following the effective date of the Severance Plan; |
| · | Accelerated vesting of a pro-rata portion of outstanding cash performance units granted following the effective date of the Severance Plan based on actual results realized; and |
| · | Continued group health plan coverage (or a cash payment equivalent thereto) and eligibility to receive outplacement services for a period of twelve months. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 12, 2019 | Valaris plc | |
| By: | /s/ Michael T. McGuinty | |
| Michael T. McGuinty | ||
| Senior Vice President and General Counsel | ||
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