WFRD DEF 14A

Weatherford International plc (WFRD)

DEF 14A 2025-04-23 For: 2025-04-23

View Original

Added on June 12, 2026


Items	Board Recommendation	Proxy Page
1.Election of Directors	FOR each nominee	5
2.Ratify the Appointment of Independent Auditors and Authorize Auditors’ Remuneration	FOR	19
3.Approve, on a non-binding advisory basis, our Executive Compensation	FOR	21
4.Approve an Amendment and Restatement of our Equity Incentive Plan	FOR	55
5.Authority to Issue Shares	FOR	62
6.Power to Opt-Out of Statutory Preemption Rights	FOR	63



TABLE OF CONTENTS	1-4	PROXY STATEMENT
		1	Meeting and Voting Information

	5-18	AGENDA ITEM 1 – ELECTION OF DIRECTORS
		7	Director Nominee Biographies
		10	Our Board and Our Board Committees
		13	Corporate Governance Matters
		17	Director Compensation

	19-20	AGENDA ITEM 2 – RATIFY APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZE AUDITORS’ REMUNERATION
		20	Audit Committee Pre-Approval Policy
		20	Audit Committee Report

	21	AGENDA ITEM 3 – ADVISORY APPROVAL OF EXECUTIVE COMPENSATION


	22-39	COMPENSATION DISCUSSION AND ANALYSIS
		22	Executive Summary
		24	Named Executive Officers
		24	Compensation Program Overview
		27	The Compensation Setting Process
		29	Elements of the 2024 Executive Compensation Program
		38	Risk Analysis of Compensation Programs
		39	Committee Report

	40-50	EXECUTIVE COMPENSATION TABLES
		40	Summary Compensation Table
		42	Grants of Plan-Based Awards
		43	Outstanding Equity Awards at December 31, 2024
		44	Option Exercises and Shares Vested in 2024
		45	Potential Payments upon Termination or Change of Control
		49	Equity Compensation Plan Information

	50	CEO P AY RATIO


	51	PAY VERSUS PERFORMANCE

	55	AGENDA ITEM 4 – AMENDED AND REST ATED E QUITY INCENTIVE PLAN
	62	AGENDA ITEM 5 – BOARD AUTHORITY TO ISSUE SHARES

	63	AGENDA ITEM 6 – BOARD POWER TO OPT-OUT OF PREEMPTION RIGHTS

	65-69	OTHER INFORMATION
		65	Share Ownership
		68	Presentation of Irish Statutory Accounts
		68	Proposals by Shareholders
		69	Additional Information Available


	Proposal	Required Approval	Board Recommendation


1.	Election of Directors. By separate resolutions, to elect each of the six individuals named in this Proxy Statement as directors of the Company, in each case (unless his or her office is earlier vacated in accordance with the Articles of Association of the Company (the “Articles”)), to serve for a one year term concluding at the later of (x) the next annual general meeting of the Company (the “2026 AGM”) and (y) subject to article 155 of the Articles, until his or her successor is elected and qualified.	Majority of Votes Cast	FOR each nominee


2.	Ratify Appointment of Independent Auditors. To ratify the appointment of KPMG LLP as our independent registered public accounting firm and auditor for the fiscal year ending December 31, 2025 and KPMG Chartered Accountants, Dublin as the Company’s statutory auditor under Irish law to hold office until the close of the 2026 AGM, and to authorize the Board, acting through the Audit Committee, to determine the auditors’ remuneration.	Majority of Votes Cast	FOR


3.	Approve Executive Compensation. To approve, on a nonbinding advisory basis, the compensation of our named executive officers.	Majority of Votes Cast	FOR



4.	Equity Incentive Plan Amendment. To approve the amendment and restatement of the Weatherford International plc Third Amended and Restated 2019 Equity Incentive Plan (the “2019 EIP”).	Majority of Votes Cast	FOR

5.	Approve Board Authority to Issue Shares. To grant the Board authority to issue shares under Irish law.	Majority of Votes Cast	FOR

6.	Approve Opt-out of Preemption Rights. To grant the Board the power to opt-out of preemption rights under Irish law.	75% of Votes Cast	FOR


HIGHLIGHTS
Director Independence	✓	five of our six directors are independent.
Chairperson of the Board	✓	We have an independent Chairperson of the Board who, among other items: •reviews Board meeting schedules and agendas to assure there is an adequate number of scheduled meetings and that sufficient time for discussion of all agenda items and all topics deemed important by the independent directors are included; •presides at all meetings of the Board, including executive sessions, and can call for executive sessions of the Board’s independent directors, if and when deemed appropriate; •leads the Board’s annual evaluation of the CEO; •monitors and collaborates with management regarding corporate governance matters; and •is available for communication with shareholders, in coordination with management, when appropriate.
Committee Structure	✓	Our Committees, other than the Safety, Environment and Sustainability Committee, are composed entirely of independent directors.
	✓	On an annual basis, the Nominating and Governance Committee evaluates and recommends Committee Chairs to the Board and assesses the appropriateness of any Chair or Committee rotations.
Executive Sessions	✓	Independent directors meet regularly in executive session, including at all regularly scheduled Board meetings; independent directors also meet in executive session at Committee meetings, as required.
Annual Voting	✓	Each member of our Board is elected annually with a majority voting standard for uncontested elections.
Annual Board and Committee Self Evaluation	✓	The Board and each Committee conduct annual self-evaluations.
Share Ownership Guidelines	✓	Subject to a five-year transition period, our directors are required to own at least eight times their annual cash retainers; our CEO is required to own at least ten times his annual base salary; and our other Section 16 Officers are required to own five times their annual base salaries.
Risk Oversight	✓	Our entire Board is responsible for risk management of the Company, and our Committees have particular oversight of certain key risks, including those that are identified in the Company’s enterprise risk management program.
Succession Planning	✓	CEO succession planning is reviewed and discussed at least annually; additionally, the CEO reports to the Board on at least an annual basis concerning management development and succession planning for all other key positions.
Code of Business Conduct	✓	We have a robust and comprehensive Code of Business Conduct that applies to all employees and directors.
No Hedging of Company Securities	✓	We prohibit directors, executives and certain other employees with access to inside information from engaging in hedging or derivative transactions involving our securities.
No Pledging of Company Securities	✓	We prohibit our directors and executives from pledging our securities.
Insider Trading Policy	✓	We maintain a robust insider trading policy that applies to the Company’s directors, executive officers and employees.


Position			Cash Retainer ($)
Non‐Executive Chairman of the Board			145,000
Board Member			100,000
Additional Retainers
Audit Committee Chair			20,000
Compensation and Human Resources Committee Chair			15,000
Nominating and Governance Committee Chair			10,000
Safety, Environment and Sustainability Committee Chair			15,000
Audit Committee Member			10,000
Compensation and Human Resources Committee Member			7,500
Nominating and Governance Committee Member			5,000
Safety, Environment and Sustainability Committee Member			7,500


			STEVEN BERINGHAUSE Background Steven Beringhause has extensive experience managing advanced technology for commercial applications and leading businesses due to his many years with Sensata Technologies, a spin-off of Texas Instruments, where he served as the Chief Technology Officer from 2015 through 2020. Mr. Beringhause held the role of Executive Vice President of Performance Sensing from 2013 through 2017, leading Sensata's largest business unit. He joined Sensata's predecessor company, Texas Instruments, in 1988, and held a series of positions of increasing responsibility and oversight in the engineering function, where he helped shift the company's focus to a new range of safety sensors for automotive and commercial vehicle applications. He previously served as a director of Meritor Inc. from December 2019 through its acquisition by Cummins Inc. in 2022. Education Massachusetts Institute of Technology, Master of Science and a Bachelor of Science in mechanical engineering
AGE: 59 DIRECTOR SINCE: July 2024 COMMITTEES: Compensation and Human Resources Safety, Environment and Sustainability OTHER PUBLIC COMPANY BOARDS: None


			BENJAMIN C. DUSTER, IV Background Benjamin C. Duster, IV is the Founder and CEO of Cormorant IV Corporation, LLC, a consulting firm specializing in operational turnarounds and organizational transformations (founded in 2014). He is a 30-year veteran of Wall Street with extensive experience in M&A and Strategic Advisory Services in both developed and emerging markets. Mr. Duster currently serves on the board of directors of Expand Energy Corporation (formerly Chesapeake Energy), where he serves on the audit and compensation committees. Mr. Duster previously served on the board of directors of Diamond Offshore Drilling Inc. and Alaska Communications Systems Group, Inc. Mr. Duster also serves as CEO of Mobile Technologies Inc., a global retail security, smart locks and technology support services company. Education Yale University, BA in Economics (Applied Math minor) with Honors Harvard Law School, Juris Doctorate Harvard Business School, MBA
AGE: 64 DIRECTOR SINCE: June 2020 COMMITTEES: Audit Compensation and Human Resources (Chair) Nominating and Governance OTHER PUBLIC COMPANY BOARDS: Expand Energy


			NEAL P. GOLDMAN Background Neal P. Goldman has over 25 years of experience in investing and working with companies to maximize shareholder value. Since 2013, he has been the Managing Member of SAGE Capital Investments, LLC, a consulting firm specializing in independent board of director services, restructuring, strategic planning and transformations for companies in multiple industries including energy, technology, media, retail, gaming and industrials. Prior to 2013, he was a Managing Director at Och-Ziff Capital Management, LP and a Founding Partner of Brigade Capital Management, LLC, which he helped to build to over $12 billion in assets under management. Mr. Goldman currently serves as Chairman of the Board of Talos Energy Inc., where he chairs the nominating and governance committee. He is also a member of the iRobot Corporation board of directors. He previously served on the boards of directors of Diamond Offshore Drilling, Inc., KL Discovery Inc., ModivCare Inc., Core Scientific, Inc., Mallinckrodt plc, Redbox Entertainment Inc. and Ultra Petroleum. Education University of Michigan, BA University of Illinois, MBA
AGE: 55 DIRECTOR SINCE: December 2019 COMMITTEES: Audit (Vice Chair) Compensation and Human Resources Nominating and Governance (Chair) OTHER PUBLIC COMPANY BOARDS: Talos Energy Inc. iRobot Corporation


			JACQUELINE C. MUTSCHLER Background Jacqueline C. Mutschler has over 30 years of business and technology experience in the energy industry. She held a range of strategic, operational and technology roles at BP plc that spanned its international businesses. Her most recent appointment at BP was the SVP of Upstream Technology. Since her retirement from BP in 2014, she has provided independent consulting for the energy and technology industries. Ms. Mutschler has been a member of the Antero Resources Corporation board of directors since 2020, where she currently serves on the Audit, Nominating and Corporate Governance, Conflicts, and ESG Committees. Education Wright State University, B.S., Geology/Geophysics Stanford University, Executive Education Program Massachusetts Institute of Technology, Executive Education Program
AGE: 63 DIRECTOR SINCE: December 2019 COMMITTEES: Compensation and Human Resources Nominating and Governance Safety, Environment and Sustainability (Chair) OTHER PUBLIC COMPANY BOARDS: Antero Resources Corporation


			CHARLES M. SLEDGE Background Charles M. Sledge previously served as the CFO of Cameron International Corporation, an oilfield services company, from 2008 until its sale to Schlumberger Limited in 2016. Prior to that, he served as the Corporate Controller of Cameron International Corporation from 2001 until 2008. He currently serves as the Non-Executive Chairman of the board of directors of Noble Corporation plc, and he serves as a member of the board of directors for Talos Energy Inc., where he chairs the Audit Committee. He previously served on the board of directors of Vine Energy, Inc. (which was acquired by Chesapeake Energy Corporation). Education Louisiana State University, B.S. in Accounting Harvard Business School, Advanced Management Program
AGE: 59 DIRECTOR SINCE: December 2019 COMMITTEES: Chairperson of the Board Audit (Chair) Safety, Environment and Sustainability OTHER PUBLIC COMPANY BOARDS: Noble Corporation plc Talos Energy Inc.


			GIRISHCHANDRA K. SALIGRAM Background Girishchandra K. Saligram joined Weatherford as our President and CEO in October 2020. Before joining Weatherford, Mr. Saligram served Exterran Corporation, a global systems and process company offering solutions in the oil, gas, water and power markets, as Chief Operating Officer and previously as President, Global Services after joining the company in 2016. Prior to Exterran Corporation, Mr. Saligram spent 20 years with GE in positions of increasing responsibility as a functional and business leader in industry sectors across the globe, including his last position as General Manager, Downstream Products & Services for GE Oil & Gas. Prior to that, Mr. Saligram led the GE Oil & Gas Contractual Services business based in Florence, Italy. Before his eight years in the oil and gas sector, Mr. Saligram spent 12 years with GE Healthcare in engineering, services, operations, and other commercial roles. Education Bangalore University, B.E, Computer Science & Engineering Virginia Polytechnic Institute and State University, M.S., Computer Science Northwestern University, Kellogg Graduate School of Management, M.B.A.
AGE: 53 DIRECTOR SINCE: October 2020 COMMITTEES: Safety, Environment and Sustainability OTHER PUBLIC COMPANY BOARDS: None


Position			2024 Target Value ($)
Non‐Executive Chairman of the Board			321,200
Board Member			220,000


Name	Fees Earned or Paid in Cash		Share Awards(1)		All Other Compensation		Total
Charles M. Sledge	$	197,500	$	330,656	$	—	$	528,156
Steven Beringhause	$	50,549	$	99,272	$	—	$	149,822
Benjamin C. Duster, IV	$	155,000	$	226,517	$	—	$	381,517
Neal P. Goldman	$	152,500	$	226,517	$	—	$	379,017
Jacqueline Mutschler	$	152,500	$	226,517	$	—	$	379,017
(1)Each non-executive director other than Messrs. Sledge and Beringhause was awarded 2,397 RSUs on January 18, 2024 at a grant date fair value of $94.50 per share, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) — Compensation — Stock-Based Compensation (Topic 718)(“FASB ASC Topic 718”). Mr. Sledge, as the non-executive Chairperson of the Board, was awarded 3,499 RSUs on January 18, 2024 at a grant date fair value of $94.50 per share. Mr. Beringhause was awarded 742 RSUs on July 23, 2024 at a grant date fair value of $133.79 per share, in connection with his appointment to the Board. The Committee retains discretion under the 2019 EIP to settle a portion of the directors’ RSUs in cash, and has done so in the past in amounts reasonably designed to cover the directors’ estimated tax obligations associated with the vesting. In January 2025, the cash settlement of a portion of the awards described in the table above resulted in a loss in value of $(25,913) for Mr. Sledge, $(17,749) for Messrs. Duster and Goldman and Ms. Mutschler, and $(16,308) for Mr. Beringhause.


Name			Aggregate Number of RSUs Awarded and Outstanding at December 31, 2024 (#)
Charles M. Sledge			3,499
Steven Beringhause			742
Benjamin C. Duster, IV			2,397
Neal P. Goldman			2,397
Jacqueline Mutschler			2,397


	2024		2023
Audit fees(1)	$	5,918,539	$	6,254,931
Audit-related fees(2)	$	165,000	$	—
Tax fees(3)	$	371,950	$	27,345
All other fees(4)	$	315,000	$	—
TOTAL	$	6,770,489	$	6,282,276
(1)Audit fees consist of professional services rendered for the audit of Weatherford’s annual financial statements, the audit of the effectiveness of Weatherford’s internal controls over financial reporting and the reviews of Weatherford’s quarterly financial statements. This category also includes fees for issuance of comfort letters, consents, assistance with and review of documents filed with the SEC, statutory audit fees, work performed by tax professionals in connection with the audit and quarterly reviews and accounting consultations and research work necessary to comply with the standards of the Public Company Accounting Oversight Board (United States). Subsequent to filing the proxy statement for the 2024 AGM, an additional $274,339 fees, which were not anticipated at the time of filing, were incurred related to the 2023 audit period. (2)Audit-related fees include consultations concerning financial accounting and reporting matters not required by statute or regulation. 2024 Audit-related fees consist of professional services rendered for an ESG attestation reporting engagement. There were no audit-related fees for the year ended December 31, 2023. (3)Tax fees consist of non-U.S. tax compliance, planning and U.S./non-U.S. tax-related consultation. (4)All other fees include certain other advisory services and do not include any fees for financial information systems design and implementation. 2024 All other fees consist of professional services rendered in real-time system implementation assessment engagement and ESG reporting readiness assessment. There were no other services performed for the year ended December 31, 2023




Charles M. Sledge (Chair)	Benjamin C. Duster, IV	Neal P. Goldman (Vice Chair)


Named Executive Officer			Position in 2024
Girishchandra K. Saligram			President, Chief Executive Officer & Director (“CEO”)
Scott C. Weatherholt			Executive Vice President, General Counsel & Chief Compliance Officer
Richard D. Ward(1)			Executive Vice President, Global Field Operations
Desmond J. Mills			Senior Vice President & Chief Accounting Officer
Former Executive Officers
Arunava Mitra(2)			Former Executive Vice President & Chief Financial Officer (“CFO”)
Charles W. Davison, Jr.(3)			Former Executive Vice President, Chief Fulfillment & Enterprise Infrastructure Officer
(1) Mr. Ward joined the Company in January 2024. (2) Mr. Mitra departed the Company on April 21, 2025. (2) Mr. Davison departed the Company on February 6, 2024.


Compensation Element	Description	Underlying Principle
Base Salary	•Fixed cash compensation that is predicated on responsibility, skills, experience and market alignment	•Attract and retain high caliber talent with a competitive level of stable compensation •Provide a solid foundation for a market competitive compensation package
Short-Term Incentive Plan Opportunities	•Annual cash compensation award tied to the achievement of pre-determined short-term performance goals approved annually by the Committee	•Reward achievement of corporate, business unit (where applicable), and individual NEO goals and contributions to the Company •Promote line-of-sight toward the Company’s real-time profitability •Motivate the achievement of quantitative performance goals
Long-Term Incentive Plan Opportunities	•Equity awards delivered to our NEOs in a combination of time-vested restricted share units (“RSUs”) and performance share units (“PSUs”)	•Reward performance that drives long-term shareholder value creation and sustained results across industry cycles and market changes •Promote retention through an annual equity grant program with long-term vesting schedules •Align executive and shareholder interests


What We Do		What We Do Not Do
ü	Pay-For-Performance — We align the interests of our executives and shareholders through the use of performance-based annual cash incentive compensation and performance-based long-term equity incentive compensation.	û	Automatic Salary Increases or Guaranteed Bonus Payments
ü	Double-Trigger Change in Control — A “change in control” by itself is not sufficient to trigger payments, it must also be accompanied by a qualifying termination.	û	Income or Excise Tax Gross Ups
ü	Clawback Policies — We have a comprehensive executive officer clawback policy regarding the recoupment of incentive-based compensation in the event of a financial restatement in accordance with applicable law and Nasdaq listing requirements. We also maintain the discretionary ability to clawback incentive-based compensation if an executive engages in "detrimental activity.”	û	Permit Pledging & Hedging of our Securities — We maintain robust anti-pledging and anti-hedging policies that prohibit any short sale activities by our NEOs and independent directors.
ü	Share Ownership Guidelines — We maintain rigorous and competitive share ownership guidelines for directors and executive officers, including the requirement that our CEO accumulate a holding of 10 times his base salary; that our other NEOs accumulate 5 times their base salaries; and that our independent directors accumulate 8 times their annual cash retainers.	û	Provide Defined Benefits / Supplemental Retirement Plans
ü	Annual Risk Assessment — LB&Co. conducts an annual comprehensive risk analysis of our executive compensation program to ensure that our program does not encourage inappropriate risk-taking.	û	No Plan Design Features that Encourage Excessive or Imprudent Risk Taking


2024 PEER GROUP(1)
ChampionX Corporation			NOV Inc.
Expro Group Holdings N.V.			Oceaneering International, Inc.
Flowserve Corporation			Patterson-UTI Energy, Inc.
Halliburton Company			TechnipFMC plc
Liberty Energy Inc.			Transocean Ltd.
Nabors Industries Ltd.
(1) The following changes have been made to the peer group as compared to 2023: (i) each of Clean Harbors, Inc., Donaldson Company, Inc., Helmerich & Payne, Inc., Ingersoll Rand Inc., KBR, Inc., MasTec, Inc. and Vontier Corporation were removed; (ii) NexTier Oilfield Solutions, Inc. was removed, as it was acquired by Patterson-UTI Energy, Inc. in September 2023; and (iii) Liberty Energy Inc. was added.


	Base Salary
NEO	2023	2024(3)	% Change
Girishchandra K. Saligram	1,000,000	1,250,000	25.0	%
Scott C. Weatherholt	475,000	500,000	5.3	%
Richard D. Ward(1)		500,000
Desmond J. Mills	400,000	420,000	5.0	%
Arunava Mitra	525,000	585,000	11.4	%
Charles W. Davison, Jr.(2)	500,000	500,000	—	%
(1) Mr. Ward joined the Company in January 2024. (2) Mr. Davison departed the Company on February 6, 2024 and only received $51,923 of his base salary for 2024. See the 2024 Summary Compensation Table for more information on compensation actually received by Mr. Davison. (3) Actual amounts earned for 2024 were slightly higher due to the implementation of a bi-weekly payroll schedule in January 2024. The Committee ratified the additional amounts paid. See the 2024 Summary Compensation Table for more information.


	Short-Term Incentive Target (% of Base Salary)
NEO	2023		2024		% Change
Girishchandra K. Saligram	125	%	135	%	8	%
Scott C. Weatherholt	90	%	90	%	—	%
Richard D. Ward(1)			90	%
Desmond J. Mills	65	%	65	%	—	%
Arunava Mitra(2)	90	%	90	%	—	%
Charles W. Davison, Jr.(3)	90	%	90	%	—	%
(1) Mr. Ward joined the Company in January 2024. (2) Mr. Mitra departed the Company on April 21, 2025, following the 2024 STI Plan payout date in the first quarter of 2025. (3) Mr. Davison departed the Company on February 6, 2024.


	Threshold	Target	Maximum
Adjusted EBITDA* (in millions)	$1,175	$1,350	$1,550
Adjusted Free Cash Flow* (in millions)	$350	$425	$550
Payout (as a percentage of target)	50%	100%	200%


NEO	Weighted Financial Metric Payout (%)		Geozone or Function Operations (%)		Individual Performance Rating Achievement (%)		HSE Modifier (%)		Payout as a % of Target		Final Payout ($)
Saligram(1)	70	%	N/A		45	%	-1	%	114	%	$	1,923,750
Weatherholt	60	%	20	%	24	%	—	%	104	%	$	468,000
Ward	60	%	14	%	14	%	-1	%	87	%	$	391,500
Mills	60	%	15	%	24	%	—	%	99	%	$	270,270
Mitra	60	%	10	%	5	%	—	%	75	%	$	394,875
Davison(2)	—	%	—	%	—	%	—	%	—	%	$	—
(1) Mr. Saligram’s weighted financial metric payout is higher because his oversight is not limited to a distinct Geozone or function. (2) Mr. Davison departed the Company on February 6, 2024 and did not receive a payout under the 2024 STI Plan. See “Executive Compensation Tables — 2024 Summary Compensation Table” and related footnotes for a discussion of amounts Mr. Davison received in connection with his departure.


	Long-Term Incentive Awards
	% of Base Salary						2024 Awards
NEO	2023		2024		% Change		RSUs	PSUs	Total
Girishchandra K. Saligram	690	%	700	%	1.4	%	28,602	66,740	95,342
Scott C. Weatherholt	300	%	310	%	3.3	%	6,755	10,133	16,888
Richard D. Ward(1)			250	%			5,448	8,172	13,620
Desmond J. Mills	110	%	125	%	13.6	%	5,584	2,860	8,444
Arunava Mitra(2)	330	%	350	%	6.1	%	8,924	13,386	22,310
Charles W. Davison, Jr.(2)	275	%	150	%	(45.5)	%	3,268	4,903	8,171
(1) Mr. Ward joined the Company in January 2024. (2) Mr. Mitra departed the Company on April 21, 2025, and Mr. Davison departed the Company on February 6, 2024. See “Potential Payments Upon Termination or Change in Control” for more information on the treatment of equity awards upon termination.


Metric	Weight (%)	Threshold (%)	Target (%)	Maximum (%)	Actual (%)	Total Achievement (%)
Financial Objectives:
Adjusted EBITDA Margin*	35	15.7	17.0	18.1	22.6	70
Adjusted Free Cash Flow Margin*	35	2.1	2.7	3.7	9.8	70
Strategic Objectives:						42
Organizational Scalability	10	The Committee mapped and tracked progress quarterly relating to the following objectives: (i) improve the Company’s job architecture to ensure global consistency, (ii) develop a more comprehensive M&A and corporate development strategy, (iii) define and execute a nurture-fix-exit plan for each product line by country, and (iv) establish a robust operating paradigm.			180
Digital Transformation	10	The Committee periodically discussed and evaluated progress relating to the following objectives: (i) develop and execute a systems roadmap to drive simplification and efficiency across internal operations, (ii) grow digital and digital-enabled businesses to achieve specified run rates, and (iii) create a branding campaign to showcase the digital thread across all product lines.			140
ESG	10	The Committee periodically discussed and evaluated progress relating to the following objectives: (i) annually file a sustainability report, (ii) create a plan for phasing in adherence to new regulations, (iii) create a roadmap for sustainability goals and strategy, (iv) achieve improvement in specified social initiatives, and (v) define new energy platforms with a pathway to achieve new energy revenue by 2030.			100


NEO			2022 PSUs Vested
Girishchandra K. Saligram			230,734
Scott C. Weatherholt			39,478
Richard D. Ward(1)			—
Desmond J. Mills			10,254
Arunava Mitra(2)			—
Charles W. Davison, Jr.(3)			—
(1) Mr. Ward joined the Company in January 2024 and therefore was not issued 2022 PSUs. (2) Mr. Mitra joined the Company in January 2023 and therefore was not issued 2022 PSUs (3) Mr. Davison joined the Company in September 2022 and therefore was not issued 2022 PSUs.


NEO	WAGE PSUs Vested	Estimated Value at Target Share Price(3)		Value at 12/31/2024(4)
Girishchandra K. Saligram	237,529	$	11,876,450	$	17,132,967
Scott C. Weatherholt	60,570	$	3,028,500	$	4,368,914
Richard D. Ward(1)	—	$	—	$	—
Desmond J. Mills	27,102	$	1,355,100	$	1,954,867
Arunava Mitra	40,000	$	2,000,000	$	2,885,200
Charles W. Davison, Jr.(2)	11,040	$	552,000	$	796,315
(1) Mr. Ward joined the Company in January 2024 and therefore was not issued WAGE PSUs (2) Mr. Davison departed the Company on February 6, 2024, during the final year of the performance period, and was entitled to a pro-rated portion of his WAGE awards. (3) Estimated value based on $50.00 per share, the target share price of the WAGE PSUs. (4) Value based on $71.63 per share, the closing price of our ordinary shares on December 31, 2024. The NEOs also received accrued cash dividend equivalent rights of $0.50 per share upon vesting of the WAGE PSUs.


Program Attribute		Risk-Mitigating Effect
ü	The compensation mix between fixed and variable components and levels, and the balance between short-term and long-term variable compensation are reasonable and appropriate	⇾	Competitive levels of fixed compensation eliminate any day-to-day personal concerns, while variable compensation ensures our executives are appropriately motivated and rewarded both in the short and long-term
ü	The quality and reasonableness of incentive plan performance goals and payout formulas	⇾	Threshold, target and maximum performance and payout levels, funding formulas are not extreme, and goals are set within reach, thereby mitigating the likelihood of excessive risk taking in order to achieve a compensation result
ü	The nature and breadth of the performance metrics that govern incentive compensation throughout the Company	⇾	Encourages executives to avoid sacrificing short-term performance for long-term performance and vice versa
ü	The existence of clawback policies	⇾	Subjects executives to a requirement to surrender any undue incentive compensation that was paid on the basis of financial results that were required to be restated (other than as a result of a change in the applicable accounting rules or interpretations)
ü	The existence of Anti-Pledging & Anti-Hedging Policies	⇾	Ensures the alignment of interests generated by our executives’ equity holdings is not undermined by hedging or similar transactions
ü	The existence of robust share ownership guidelines	⇾	Provides a clear link between the economic interests of executives and shareholders over the long-term
ü	Use of an independent compensation consultant that performs no other services for the Company (including management)	⇾	Helps ensure advice will not be influenced by conflicts of interest




Benjamin C. Duster, IV (Chair)	Steven Beringhause	Neal P. Goldman	Jacqueline C. Mutschler


Name and Principal Position	Year	Salary ($)(4)	Bonus ($)	Stock Awards ($)(5)	Non-Equity (Cash) Incentive ($)(6)	All Other Compensation ($)(7)	Total ($)
Girishchandra K. Saligram	2024	1,259,615	—	11,549,276	1,923,750	45,363	14,778,004
Chief Executive Officer, President and Director	2023	1,000,000	—	7,723,345	2,400,000	77,465	11,200,810
	2022	900,000	—	6,541,693	4,784,720	15,908	12,242,321
Scott C. Weatherholt	2024	503,846	—	1,981,477	468,000	60,450	3,013,773
Executive Vice President, General Counsel and Chief Compliance Officer	2023	475,000	—	1,570,524	820,800	26,417	2,892,741
	2022	425,000	—	1,343,106	1,494,101	9,831	3,272,038
Richard D. Ward(1)	2024	494,231	—	1,598,035	391,500	41,723	2,525,489
Executive Vice President, Global Field Operations	2023
	2022
Desmond J. Mills	2024	423,231	—	906,781	270,270	49,528	1,649,810
Senior Vice President and Chief Accounting Officer	2023	400,000	—	736,473	499,200	20,765	1,656,438
	2022	360,000	5,000	475,422	434,070	13,114	1,287,606
Arunava Mitra(2)	2024	589,500	—	2,617,632	394,875	68,040	3,670,047
Former Executive Vice President and Chief Financial Officer	2023	522,813	410,000	3,916,223	907,200	33,646	5,789,882
	2022
Charles W. Davison, Jr.(3)	2024	51,923	—	958,719	—	996,603	2,007,245
Former Executive Vice President, Chief Fulfillment & Enterprise Infrastructure Officer	2023	500,000	—	1,515,359	675,000	12,965	2,703,324
	2022	120,549	—	530,750	181,688	4,001	836,988
(1)Mr. Ward was appointed as our Executive Vice President, Global Field Operations, effective January 17, 2024. (2)Mr. Mitra served as our Executive Vice President and Chief Financial Officer from January 3, 2023 until his departure from the Company on April 21, 2025. (3)Mr. Davison joined the Company in September 2022 and departed the Company effective February 6, 2024. (4)NEOs earned the equivalent of 26.2 pay periods for 2024 instead of 26, reflecting the impact of the bi-weekly payroll structure implemented in January 2024. Additional amounts were ratified by the Committee. (5)Amounts reflect values calculated in accordance with SEC rules. The NEOs may not realize any value from their equity awards and, to the extent that they do, the amounts realized may have no correlation to the amounts reported above. For the 2024 fiscal year, in accordance with FASB ASC Topic 718, the grant date fair value of RSU awards and the portion of PSU awards subject to metrics defined solely by reference to our own operations was determined based on the closing price of our ordinary shares on the date of grant. The portion of PSU awards subject to the market performance of our shares was determined using a Monte Carlo simulation model. The fair value of PSUs with a performance condition based on the market performance of our shares (“market condition”) incorporates the likelihood of achieving the market condition. However, there is not market data to determine whether PSUs with a performance condition defined solely by reference to our own operations (“performance condition”) will be achieved. For PSUs with a performance condition, we have assessed the likelihood that these PSUs will payout based upon target achievement. The table below shows the hypothetical grant date fair value of 2024 awards assuming the highest level of performance (maximum) is achieved.


Named Executive	PSUs with Market Condition ($)	PSUs with Performance Condition ($)	All PSUs at Maximum Payout ($)	All RSUs ($)	All Awards at Maximum Payout ($)
Saligram	4,141,884	9,409,539	13,551,423	2,702,889	16,254,312
Weatherholt	628,823	1,428,678	2,057,501	638,348	2,695,849
Ward	507,185	1,152,107	1,659,292	514,836	2,174,128
Mills	177,492	403,226	580,718	527,688	1,108,406
Mitra	830,673	1,887,359	2,718,032	843,318	3,561,350
Davison	304,249	691,311	995,560	308,826	1,304,386


Named Executive	401(k) Match ($)(1)	Life Insurance Premium ($)	Relocation & Geographic Differential ($)	Severance ($)(2)	Security ($)(3)	Financial Consulting and Health Screenings ($)	Total ($)
Saligram	13,800	4,085	—	—	12,478	15,000	45,363
Weatherholt	13,800	1,553	—	—	27,947	17,150	60,450
Ward	8,619	2,976		—	27,457	2,671	41,723
Mills	13,800	1,649	—	—	28,079	6,000	49,528
Mitra	13,800	2,342	39,748	—	—	12,150	68,040
Davison	2,077	481	—	994,045	—	—	996,603
(1)Amounts shown represent the Company contributions to the U.S. 401(k) plan for each of the NEOs. (2)Amounts shown were received by Mr. Davison under the Company’s Executive Severance Plan. See “Compensation Discussion and Analysis--Executive Severance Plan” above for a description of our severance policy. (3)Amounts shown include physical security and cyber protection services provided at the NEO’s personal residence. Amounts include initial installation costs for Messrs. Weatherholt, Ward and Mills.


Name	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards(1)			All Other Stock Awards: Number of Restricted Shares/Units	Grant Date Fair Value of Share Awards
			Threshold	Target	Maximum	Threshold	Target	Maximum
Girishchandra K. Saligram	18-Jan	(2)	843,750	1,687,500	3,375,000
	18-Jan	(3)				33,370	66,740	133,480		8,846,387
	18-Jan	(4)							28,602	2,702,889
Scott C. Weatherholt	18-Jan	(2)	225,000	450,000	900,000
	18-Jan	(3)				5,066	10,133	20,266		1,343,129
	18-Jan	(4)							6,755	638,348
Richard D. Ward	18-Jan	(2)	225,000	450,000	900,000
	18-Jan	(3)				4,086	8,172	16,344		1,083,199
	18-Jan	(4)							5,448	514,836
Desmond J. Mills	18-Jan	(2)	136,500	273,000	546,000
	18-Jan	(3)				1,430	2,860	5,720		379,093
	18-Jan	(4)							2,860	270,270
	18-Jan	(5)							2,724	257,418
Arunava Mitra	18-Jan	(2)	263,250	526,500	1,053,000
	18-Jan	(3)				6,693	13,386	26,772		1,774,314
	18-Jan	(4)							8,924	843,318
Charles W. Davison, Jr.	18-Jan	(2)	225,000	450,000	900,000
	18-Jan	(3)				2,451	4,903	9,806		649,893
	18-Jan	(4)							3,268	308,826
(1)Includes PSUs granted during 2024 under the 2019 EIP that may be earned if performance conditions are met. The number of shares earned will be determined based on the achievement of the specified performance metrics over the three-year performance period beginning January 1, 2024 and ending December 31, 2026. No PSUs will be earned in the event that threshold levels are not achieved; 50% of PSUs awarded may be earned if threshold performance levels are achieved; 100% may be earned if target performance levels are achieved; and 200% may be earned if maximum levels of performance are achieved, with linear interpolation for any results that fall in between threshold and maximum. (2)Represents potential payments for the year ended December 31, 2024 under the terms of the 2024 STI Plan. See “Elements of Our 2024 Executive Compensation Program — STI Plan Annual Incentive Awards” in the CD&A section of this Proxy Statement for more information. (3)Represents PSUs granted to the applicable NEO during 2024 under the 2019 EIP. The portion of PSU awards subject to metrics defined solely by reference to our own operations was determined based on the closing price of our ordinary shares on the date of grant in accordance with FASB ASC Topic 718. The portion of PSU awards subject to the market performance of our ordinary shares is based on a fair value price derived via the Company’s Monte Carlo simulation model in accordance with FASB ASC Topic 718. (4)Represents RSUs granted to the applicable NEO during 2024 under the 2019 EIP. These shares vest in three equal installments on each of January 18, 2025, 2026 and 2027. The grant date fair value of each award is based on the closing share price of the Company’s ordinary shares on the date of grant in accordance with FASB ASC Topic 718. (5)Represents RSUs granted to the applicable NEO during 2024 under the 2019 EIP. These shares will vest in full on January 18, 2027. The grant date fair value of each award is based on the closing share price of the Company’s ordinary shares on the date of grant in accordance with FASB ASC Topic 718.


	Stock Awards
Name	Number of Shares or Units That Have Not Vested (#)		Market Value of Shares or Units That Have Not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
Girishchandra K. Saligram	28,173	(2)	2,032,118
	25,724	(3)	1,855,472
				90,036	(4)	6,494,297
	28,602	(5)	2,063,062
				33,370	(6)	2,406,978
Scott C. Weatherholt	7,230	(2)	521,500
	7,083	(3)	510,897
				15,938	(4)	1,149,608
	6,755	(5)	487,238
				5,067	(6)	365,483
Richard D. Ward	5,448	(5)	392,964
				4,086	(6)	294,723
Desmond J. Mills	2,817	(2)	203,190
	2,734	(3)	197,203
				4,101	(4)	295,805
	2,860	(5)	206,292
				1,430	(6)	103,146
	2,724	(7)	196,482
Arunava Mitra	8,612	(3)	621,184
				19,377	(4)	1,397,663
	8,924	(5)	643,688
				6,693	(6)	482,766
Charles W. Davison, Jr.(8)	—		—	—		—
(1)To determine Market or Payout Value, the closing price of our ordinary shares on the last trading day of 2024, $71.63, plus $0.50 for accrued dividend equivalent rights. (2)Includes the final tranche of the 2022 RSUs, which vested in full on January 18, 2025. (3)Includes the second and third tranches of the 2023 RSUs, which vest in equal installments on January 18, 2025 and January 18 2026. (4)2023 PSUs are eligible to vest on December 31, 2025 subject to the attainment of applicable performance objectives. The number of shares or units and the payout value reported are based upon achieving the target performance level, which is 100% of the PSUs granted. (5)2024 RSUs vest in equal installments on January 18, 2025, 2026 and 2027. (6)2024 PSUs are eligible to vest on December 31, 2026 subject to the attainment of applicable performance objectives. The number of shares or units and the payout value reported are based upon achieving the threshold performance level, which is 50% of the PSUs granted. (7)Additional 2024 RSUs vest in full on January 18, 2027. (8)Mr. Davison departed the Company effective February 6, 2024, triggering the forfeiture of 13,960 WAGE PSUs, 15,378 2023 PSUs and 4,903 2024 PSUs as well as the immediate vesting of 11,040 WAGE Program PSUs and 10,102 RSUs. Of these vested units 11,040 WAGE PSUs were distributed to Mr. Davison on January 2, 2025, and 4,507 RSUs were distributed on January 18, 2025. 4,506 RSUs and 1,089 RSUs are expected to be distributed on January 18, 2026 and January 18, 2027, respectively.