Sector: Energy
VALARIS LTD · Meeting: June 10, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Six Director Nominees Named in the Proxy Statement
Leykum has served since 2021, attendance exceeded 90%, no overboarding concerns, and Valaris's 3-year stock return of +44.1% outperforms the peer group median by +22.5 percentage points, well below the 50pp threshold needed to trigger a vote against.
Dibowitz is the CEO and executive director since 2021; the TSR trigger does not apply as Valaris outperforms the peer group median over three years, and no overboarding, attendance, or independence concerns are present.
Fagerstal has served since 2021, attendance exceeded 90%, holds relevant finance and energy industry expertise, and the company's strong relative TSR performance versus peers means the TSR underperformance trigger does not fire.
Goldschmid has served since 2021, attendance exceeded 90%, brings relevant restructuring and energy investment experience, and Valaris's peer-relative TSR performance is well within acceptable bounds.
Hughes has served since 2022, attendance exceeded 90%, brings over 30 years of oil and gas industry experience, and the TSR underperformance trigger does not apply given Valaris's positive relative performance versus its peer group.
Johansen joined in 2023 (within the past 24 months at the time of this meeting), making him exempt from the TSR trigger under policy; he also brings relevant CEO-level energy industry experience with no attendance or overboarding concerns.
All six director nominees receive a FOR vote. Valaris's 3-year stock return of +44.1% outperforms the disclosed compensation peer group median by +22.5 percentage points, which is well below the 50-percentage-point threshold required to trigger a vote against directors under the strong-positive-TSR tier. All directors attended at least 90% of meetings, none are overboarded, all independent directors serve only on independent committees, and the board discloses a comprehensive skills matrix. Kristian Johansen, who joined in 2023, is additionally exempt from the TSR trigger as a recently joined director.
CEO
Anton Dibowitz
Total Comp
$6,054,415
Prior Support
95%%
The CEO's total compensation of approximately $6.05 million is reasonable for a $6.5 billion offshore drilling company and does not appear materially above benchmark for a CEO of this sector and market cap. The pay program is well-structured with 80% of long-term equity awards tied to performance stock awards using absolute and relative total shareholder return over a three-year period, and the 2023 performance stock awards paid out at zero percent because the company's stock fell short of the required performance floor — demonstrating that the incentive structure actually works as intended. The prior-year advisory vote received 95% support, there is a meaningful clawback policy in place, and the overall variable pay structure is aligned with shareholder outcomes.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,643,000
Non-Audit Fees
$635,000
Non-audit fees (tax services of $635,000) represent approximately 38.6% of audit fees ($1,643,000), which is comfortably below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm fully appropriate for a $6.5 billion company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot be applied and defaults to FOR per policy. No material financial restatements were identified.
Valaris's 2026 annual meeting presents a clean ballot with no significant governance concerns: all six director nominees pass the TSR, attendance, and independence screens; KPMG's non-audit fee ratio is well within acceptable limits; and the executive compensation program demonstrates genuine pay-for-performance alignment, including a zero payout on 2023 performance stock awards when the company's stock underperformed. All three proposals receive a FOR vote determination.
19 companies disclosed in 2026 proxy filing
