Weatherford International plc DEF 14A, filed Apr 24, 2023

Weatherford International plc (WFRD)

DEF 14A 2023-04-24

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Added on June 12, 2026

About this DEF 14A

Weatherford International plc filed this DEF 14A on April 24, 2023.

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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	18
3.	Approve, on a non-binding advisory basis, our Executive Compensation	FOR	20

Name		Committees
	BENJAMIN C. DUSTER, IV	■ Compensation and Human Resources (Chair) ■ Audit ■ Nominating and Governance
	NEAL P. GOLDMAN	■ Nominating and Governance (Chair) ■ Audit (Vice Chair) ■ Compensation and Human Resources
	JACQUELINE C. (JACKIE) MUTSCHLER	■ Safety, Environment and Sustainability (Chair) ■ Compensation and Human Resources ■ Nominating and Governance
	GIRISHCHANDRA K. (GIRISH) SALIGRAM	■ Safety, Environment and Sustainability
	CHARLES M. (CHUCK) SLEDGE	■ Audit (Chair) ■ Safety, Environment and Sustainability

TABLE OF CONTENTS	1-4	PROXY STATEMENT
	1-4	1	Meeting and Voting Information
	5-17	AGENDA ITEM 1 – ELECTION OF DIRECTORS
		5	Nasdaq Board Diversity Matrix
		7	Director Nominee Biographies
		10	Our Board and Our Board Committees
		12	Corporate Governance Matters
		16	Director Compensation
	18-19	AGENDA ITEM 2 – RATIFY APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZE AUDITORS’ REMUNERATION
		19	Audit Committee Pre-Approval Policy
		19	Audit Committee Report
	20	AGENDA ITEM 3 – ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
	21-40	COMPENSATION DISCUSSION AND ANALYSIS
		21	Executive Summary
		24	Executive Compensation Principles
		25	2022 Primary Elements of Compensation
		27	Compensation Decision Making Process
		29	2022 Compensation Decisions
		40	Committee Report
	41-49	EXECUTIVE COMPENSATION TABLES
	41-49	41	2022 Summary Compensation Table
		43	Grants of Plan-Based Awards
		44	Outstanding Equity Awards at December 31, 2022
		45	Option Exercises and Shares Vested in 2022
		46	Potential Payments upon Termination or Change of Control
	50	PAY RATIO
	51	PAY VERSUS PERFORMANCE
	54-57	OTHER INFORMATION
	54-57	54	Share Ownership
		56	Presentation of Irish Statutory Accounts
		56	Proposals by Shareholders
		57	Additional Information Available
	A-1-A-4	ANNEX A – RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Proposal	Required Approval	Board Recommendation
1. Election of Directors. By separate resolutions, to elect each of the five 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 “2024 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, 2023 and KPMG Chartered Accountants, Dublin as the Company’s statutory auditor under Irish law to hold office until the close of the 2024 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

HIGHLIGHTS
Director Independence	✓	4 out of 5 of our directors are independent.
Director Diversity	✓	3 out of 5 of our directors are “diverse” under Nasdaq diversity definitions.
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 named executive officers (“NEOs”) 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 each director.
No Hedging of Company Securities	✓	We prohibit our directors and executives 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.

	AGE: 62 DIRECTOR SINCE: June 2020 COMMITTEES: Audit Compensation and Human Resources (Chair) Nominating and Governance OTHER PUBLIC COMPANY BOARDS: Chesapeake Energy Corporation Diamond Offshore Drilling Inc. Republic First Bancorp, Inc.			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 Chesapeake Energy Corporation, Diamond Offshore Drilling Inc., and Republic First Bancorp, Inc., and chairs the audit committee at Chesapeake Energy Corporation. Mr. Duster previously served on the board of directors of Alaska Communications Systems Group, Inc. Education Yale University, BA in Economics (Applied Math minor) with Honors Harvard Law School, Juris Doctorate Harvard Business School, MBA

	AGE: 53 DIRECTOR SINCE: Dec. 2019 COMMITTEES: Audit (Vice Chair) Compensation and Human Resources Nominating and Governance (Chair) OTHER PUBLIC COMPANY BOARDS: Talos Energy Inc. Diamond Offshore Drilling, Inc. Mallinckrodt plc Core Scientific, Inc.			NEAL P. GOLDMAN
				Background Mr. 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. and Diamond Offshore Drilling, Inc., and also serves on the board of directors of Mallinckrodt plc and Core Scientific, Inc. He previously served on the board of directors of Redbox Entertainment Inc., Ultra Petroleum, Midstates Petroleum, Ditech Holding Corporation (f/k/a Walter Investments Inc.), Toys R Us, Pimco Income Strategy Fund I & II and NII Holdings. Education University of Michigan, BA University of Illinois, MBA

	AGE: 61 DIRECTOR SINCE: Dec. 2019 COMMITTEES: Compensation and Human Resources Nominating and Governance Safety, Environment and Sustainability (Chair) OTHER PUBLIC COMPANY BOARDS: Antero Resources Corporation			JACQUELINE C. MUTSCHLER
				Background Ms. 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 is currently a member of the board of directors at Antero Resources Corporation. Education Wright State University, B.S., Geology/Geophysics Stanford University, Executive Education Program Massachusetts Institute of Technology, Executive Education Program

	AGE: 51 DIRECTOR SINCE: Oct. 2020 COMMITTEES: Safety, Environment and Sustainability OTHER PUBLIC COMPANY BOARDS: None			GIRISHCHANDRA K. SALIGRAM
				Background Mr. 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: 57 DIRECTOR SINCE: Dec. 2019 COMMITTEES: Chairperson of the Board Audit (Chair) Safety, Environment and Sustainability OTHER PUBLIC COMPANY BOARDS: Noble Holding Corporation plc Talos Energy Inc.			CHARLES M. SLEDGE
				Background Mr. Sledge previously served as the Chief Financial Officer 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 Holding Corporation plc and serves as a member of the board of directors for Talos Energy Inc. and chairs the Audit Committee of Talos Energy Inc. 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

Type of Fee	Amount
Regular Director Board service annual cash retainer		$	100,000
Regular Director Board service annual equity retainer		$	200,000
Non-Executive Chair annual cash retainer		$	145,000
Non-Executive Chair annual equity retainer		$	292,000
Audit Committee Chair annual cash retainer		$	20,000
Audit Committee Member annual cash retainer		$	10,000
Compensation and Human Resources Committee Chair annual cash retainer		$	15,000
Compensation and Human Resources Committee Member annual cash retainer		$	7,500
Nominating and Governance Committee Chair annual cash retainer		$	10,000
Nominating and Governance Committee Member annual cash retainer		$	5,000
Safety, Environment and Sustainability Committee Chair annual cash retainer		$	15,000
Safety, Environment and Sustainability Committee Member annual cash retainer		$	7,500

Name	Fees Earned or Paid in Cash			Share Awards(1)			All Other Compensation			Total
Benjamin C. Duster, IV		$	133,000		$	210,683		$	—		$	343,683
Neal P. Goldman		$	131,125		$	210,683		$	—		$	341,808
Jacqueline C. Mutschler		$	130,500		$	210,683		$	—		$	341,183
Charles M. Sledge		$	174,000		$	307,588		$	—		$	481,588

Name	Aggregate Number of RSUs Awarded and Outstanding at December 31, 2022 (#)
Benjamin C. Duster, IV		6,805
Neal P. Goldman		6,805
Jacqueline C. Mutschler		6,805
Charles M. Sledge		9,935

	2022			2021
Audit fees(1)		$	5,823,000		$	5,948,000
Audit-related fees(2)		$	—		$	—
Tax fees(3)		$	84,000		$	23,000
All other fees(4)		$	—		$	8,000
TOTAL		$	5,907,000		$	5,979,000


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

		FUNDAMENTAL COMPENSATION PRINCIPLES
		Attract, motivate, retain and reward the key leadership and managerial talent needed for our Company to achieve its goals and objectives
		Pay-for-performance, aligning the interests of our executives and shareholders through the use of performance-based short-term cash and time- and performance-based long-term equity incentive compensation
		Promote long-term value creation and growth strategies
		Ensure line-of-sight between key performance measures that are indicative of Company growth and gains in shareholder value and actual results

ChampionX Corporation	Helmerich & Payne, Inc.	NOV, Inc.
Clean Harbors, Inc.	Ingersoll Rand Inc.	Oceaneering International, Inc.
Donaldson Company, Inc.	KBR, Inc.	Patterson-UTI Energy, Inc.
Expro Group Holdings N.V.	MasTec, Inc.	TechnipFMC plc
Flowserve Corporation	Nabors Industries Ltd.	Transocean Ltd.
Halliburton Company	NexTier Oilfield Solutions Inc.	Vontier Corporation

	Base Salary
Executive	Before November 1, 2021			After November 1, 2021			2022
Girishchandra K. Saligram		$	825,000		$	900,000	$900,000
Scott C. Weatherholt		$	425,000		$	425,000	$425,000
Joseph H. Mongrain		$	370,000		$	390,000	$390,000
Charles “Chuck” W. Davison, Jr.(1)			—			—	$475,000
Desmond J. Mills		$	325,000		$	360,000	$360,000
H. Keith Jennings		$	500,000		$	500,000	$500,000

	Annual Incentive Target (as a percentage of base salary)
Executive	Before November 1, 2021	After November 1, 2021	2022
Girishchandra K. Saligram	125%	125%	125%
Scott C. Weatherholt	90%	90%	90%
Joseph H. Mongrain	65%	75%	75%
Charles “Chuck” W. Davison, Jr.(1)	—	—	90%
Desmond J. Mills	60%	65%	65%
H. Keith Jennings	100%	100%	100%

Name	Current Age	Position
Current Executive Officers
Girishchandra K. Saligram	51	President, CEO and Director
Scott C. Weatherholt	45	Executive Vice President, General Counsel and Chief Compliance Officer
Joseph H. Mongrain	65	Executive Vice President, Chief People Officer
Charles “Chuck” W. Davison, Jr.	54	Executive Vice President, Operational Excellence(1)
Desmond J. Mills	50	Senior Vice President, Chief Accounting Officer (Interim Chief Financial Officer from August 1, 2022 – January 2, 2023)
Former Executive Officer
H. Keith Jennings	53	Former Executive Vice President and Chief Financial Officer(2)

	Party(1)			Primary Roles
	Committee (Composed of 3 Independent Directors)			• Oversees all aspects of the executive compensation program, evaluates and determines the appropriate executive compensation philosophy and objectives for Weatherford, the process for establishing executive compensation and the appropriate design of our executive compensation program and compensation arrangements
				• Reviews and approves our overall executive compensation programs and practices, including goals and objectives for our short- and long-term incentive plans, and sets the compensation of our executive officers
				• Determines compensation for our executive officers, other than our CEO, considering, among other things, the recommendations of our CEO
				• Recommends to the full Board for approval the compensation of the CEO
				• Supported in its work by LB&Co., its independent compensation consultant; the Committee is solely responsible for making the final decisions on compensation for our NEOs other than the CEO
				• Selects, approves, retains, terminates and oversees compensation consultants, and any other advisor, to the Committee
	Independent Compensation Consultant (LB&Co.)			• Provides advice and support to the Committee in the design and implementation of Weatherford’s executive and director compensation programs
				• Partners with management to develop and/or refresh recommendations to the Committee regarding the Company’s peer group; provides compensation benchmarking analyses as often as required by events or requested by the Committee, but at least annually
				• Keeps the Committee and the Company abreast of trends, developments and regulatory changes as they relate to executive and director compensation
				• Reviews management proposals, as requested
				• Makes recommendations regarding pay for the CEO, as well as other executives under the purview of the Committee
				• At the Committee’s request, regularly attends meetings of the Committee

	Threshold	Target	Maximum
Adjusted EBITDA (in millions)	$580	$630	$695
Adjusted Free Cash Flow (in millions)	$70	$100	$150
Payout (as a percentage of individual annual targets)	50%	100%	200%

	Executive			Strategic Individual Performance Objectives
	Girishchandra K. Saligram			Company profitability, cash flow and margin improvement; drive shareholder value and stakeholder engagement; foster company values and culture
	Scott C. Weatherholt			Enhanced and scalable compliance framework; cost structure focus; support for strategic initiatives
	Joseph H. Mongrain			Improvements in safety performance; innovation in talent management; creation of strategic roadmap for certain Company intiatives
	Charles “Chuck” W. Davison, Jr.			Development and implementation of strategy framework; working capital management
	Desmond J. Mills			Accounting process efficiencies; internal and external reporting process improvements
	H. Keith Jennings			Not applicable(1)

Executive	Current Target %		2022 Year-End Target(1)			Weighted Financial Metric Payout(2)		HSE Modifier(3)		Weighted Strategic Individual Performance Metric Payout(4)		Total Percentage Payout		Final 2022 STI Payouts
Girishchandra K. Saligram		125%		$	1,125,000		140%		(15)%		57%		182%		$	2,047,500
Scott C. Weatherholt		90%		$	382,500		140%		(10)%		39%		169%		$	646,425
Joseph H. Mongrain		75%		$	292,500		140%		(10)%		27%		157%		$	459,225
Charles “Chuck” W. Davison, Jr.		90%		$	106,875		140%		—		30%		170%		$	181,688
Desmond J. Mills		65%		$	234,000		140%		(10)%		56%		186%		$	434,070
H. Keith Jennings(5)		100%		$	500,000		—		—		—		—			—

Name	Time-Based Award (30%)			Performance-Based Cash Award Amount at Target (70%)			Total Cash Award Amount at Target
Girishchandra K. Saligram		$	778,099		$	1,815,565		$	2,593,664
H. Keith Jennings		$	378,870		$	884,030		$	1,262,900
Scott C. Weatherholt		$	243,804		$	568,878		$	812,682

Performance Metric	Threshold			Target			Maximum	Actual Performance			Payout %
January 1, 2020 – December 31, 2020
ROCE(1) — 35%
Performance Achievement			9%			12%	>= 15%			9.3%	55.0%
Payout			50%			100%	150%
Adjusted Free Cash Flow (in millions) — 35%
Performance Achievement		$	(34)		$	33	>= $100		$	78	133.6%
Payout			50%			100%	150%
January 1, 2021 – December 31, 2022
Adjusted EBITDA Percentage(2) — 35%
Performance Achievement			13%			14%	>= 15.5%			18.0%	150%
Payout			50%			100%	150%
OCF(3) Percentage — 35%
Performance Achievement			70%			75%	>= 80%			87.0%	150%
Payout			50%			100%	150%

Executive	RSUs		Phantom RSUs		PSUs		Total
Girishchandra K. Saligram		249,852		61,084		499,703		810,639
Scott C. Weatherholt(1)		71,170		34,800		118,616		224,586
Joseph H. Mongrain		45,131		33,101		22,565		100,797
Charles “Chuck” W. Davison, Jr.(2)		—		—		—		—
Desmond J. Mills		30,879		22,648		15,439		68,966
H. Keith Jennings		115,796		56,620		192,993		365,409

Executive	Settled in Cash		Cancelled		Cash Settlement(1)
Girishchandra K. Saligram		25,337		35,747		$	701,244
Scott C. Weatherholt		14,434		20,366		$	399,504
Joseph H. Mongrain		11,144		21,957		$	380,000
Charles “Chuck” W. Davison, Jr.(2)		—		—			—
Desmond J. Mills		7,625		15,023		$	260,000
H. Keith Jennings		23,485		33,135		$	649,998

Executive	Percentage of Base Salary		RSUs		PSUs		Total
Girishchandra K. Saligram		690%		84,518		126,777		211,295
Scott C. Weatherholt		300%		21,691		21,691		43,382
Joseph H. Mongrain		160%		10,615		10,615		21,230
Charles “Chuck” W. Davison, Jr.(1)		—		—		—		—
Desmond J. Mills(2)		115%		8,451		5,634		14,085
H. Keith Jennings		400%		34,025		34,025		68,050


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

Name and Principal Position	Year		Salary ($)		Bonus ($)(7)		Stock Awards ($)(8)		Non-Equity (Cash) Incentive ($)(9)		All Other Compensation ($)(10)		Total ($)
Girishchandra K. Saligram(1) President and CEO		2022		900,000		—		6,541,693		4,784,720		15,908		12,242,321
		2021		837,500		—		9,296,759		2,444,375		12,435		12,591,069
		2020		184,375		400,000		833,896		307,318		688		1,726,277
Scott C. Weatherholt(2) Executive Vice President, General Counsel and Chief Compliance Officer		2022		425,000		—		1,343,106		1,494,101		9,831		3,272,038
		2021		417,621		55,000		2,512,446		845,750		10,772		3,841,589
		2020		194,792		200,000		—		212,726		620		608,138
Joseph H. Mongrain(3) Executive Vice President and Chief People Officer		2022		390,000		—		657,280		459,225		15,485		1,521,990
		2021		291,111		—		1,602,672		354,453		12,132		2,260,368
Charles “Chuck” W. Davison, Jr.(4) Executive Vice President, Chief Operations Officer		2022		120,549		—		530,750		181,688		4,001		836,988

Desmond J. Mills(5) Senior Vice President and Chief Accounting Officer and Interim Chief Financial Officer (August 1, 2022 − January 2, 2023)		2022		360,000		5,000		475,422		434,070		13,114		1,287,606
		2021		258,611		2,500		1,059,176		297,863		119,475		1,737,625
H. Keith Jennings(6) Former Executive Vice President and Chief Financial Officer		2022		291,667		—		2,106,828		1,070,590		1,322,370		4,791,455
		2021		500,000		290,000		3,954,913		1,137,500		11,676		5,894,089
		2020		166,667		250,000		—		220,537		150,738		787,942

Named Executive	Stock Awards ($)
Saligram		7,850,032
Weatherholt		1,343,107
Mongrain		657,281
Davison		—
Mills		348,857
Jennings		2,106,828

Named Executive	2022 STI ($)		2020 LTCIP ($)
Saligram		2,047,500		2,737,220
Weatherholt		646,425		847,676
Mongrain		459,225		—
Davison		181,688		—
Mills		434,070		—
Jennings		—		1,070,590

Named Executive	401(k) Match(1) ($)		Life Insurance Premium ($)		Severance(2) ($)		Total ($)
Saligram		12,200		3,708		—		15,908
Weatherholt		8,500		1,331		—		9,831
Mongrain		12,200		3,285		—		15,485
Davison		2,375		1,626		—		4,001
Mills		11,700		1,414		—		13,114
Jennings		8,333		1,171		1,312,866		1,322,370

		Estimated Future Payouts Under Non-Equity (Cash) Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock (#)		Grant Date Fair Value of Share Awards ($)
Name	Grant Date(4)	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock (#)		Grant Date Fair Value of Share Awards ($)
Girishchandra K. Saligram	Jan. 18		562,500		1,125,000		2,250,000
	Jan. 18(3)								63,388		126,777		253,554				3,925,016
	Jan. 18(4)														84,518		2,616,677
Scott C. Weatherholt	Jan. 18		191,250		382,500		765,000
	Jan. 18(3)								10,845		21,691		43,382				671,553
	Jan. 18(4)														21,691		671,553
Joseph H. Mongrain	Jan. 18		146,250		292,500		585,000
	Jan. 18(3)								5,307		10,615		21,230				328,640
	Jan. 18(4)														10,615		328,640
Charles “Chuck” W. Davison, Jr.	Sep. 30		53,438		106,875		213,750
Charles “Chuck” W. Davison, Jr.	Oct. 10(5)								12,500		25,000		25,000				530,750
Desmond J. Mills	Jan. 18		117,000		234,000		468,000
	Jan. 18(3)								2,817		5,634		11,268				174,429
	Jan. 18(4)														8,451		261,643
	Jul. 25(5)								2,500		5,000		5,000				39,350
H. Keith Jennings	Jan. 18		250,000		500,000		1,000,000
	Jan. 18(3)								17,012		34,025		68,050				1,053,414
	Jan. 18(4)														34,025		1,053,414

	Stock Awards
Name	Number of Shares or Units That Have Not Vested (#)		Market Value of Shares or Units That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
Girishchandra K. Saligram		56,497(2)		2,876,827
		124,926(3)		6,361,232
						118,764(4)		6,047,463
		84,518(5)		4,303,657
						253,554(4)		12,910,970
Scott C. Weatherholt		35,585(3)		1,811,988
		1,696(6)		86,360
						30,285(4)		1,542,112
		21,691(5)		1,104,506
						43,382(4)		2,209,011
Joseph H. Mongrain		22,565(7)		1,149,010
						13,895(4)		707,533
		10,615(5)		540,516
						21,230(4)		1,081,032
Charles “Chuck” W. Davison, Jr.						12,500(4)		636,500
Desmond J. Mills		15,439(7)		786,154
						8,551(4)		435,417
		8,451(5)		430,325
						11,268(4)		573,767
						2,500(4)		127,300
H. Keith Jennings		—	—			—	—

	Share Awards
Name	Number of Shares/Units Acquired on Vesting (#)(1)		Value Realized On Vesting ($)(2)
Girishchandra K. Saligram		1,180,829		56,944,789
Scott C. Weatherholt		274,513		13,519,243
Joseph H. Mongrain		67,696		3,544,554
Charles “Chuck” W. Davison, Jr.		—		—
Desmond J. Mills		46,318		2,425,204
H. Keith Jennings		401,845		18,694,740

	Hypothetical Event
Girishchandra K. Saligram	Retirement, Resignation or Termination without Cause			Death or Disability			Termination without Cause or with Good Reason			Change in Control without Termination			Change in Control with Termination without Cause or with Good Reason
Cash Severance(1)		$	—		$	—		$	4,162,500		$	—		$	6,187,500
Annual Cash Incentive Compensation(2)		$	—		$	—		$	—		$	—		$	—
RSUs — Unvested and Accelerated(3)		$	—		$	13,541,716		$	8,285,753		$	—		$	13,541,716
PSUs — Unvested and Accelerated(4)		$	—		$	6,455,485		$	—		$	—		$	6,455,485
WAGE Program PSUs — Unvested and Accelerated(5)		$	—		$	12,094,977		$	—		$	12,094,977		$	12,094,977
Welfare and Other Benefits		$	—		$	—		$	22,533		$	—		$	37,555
Total		$	—		$	32,092,178		$	12,470,786		$	12,094,977		$	38,317,233

Year	Summary Compensation Table Total for PEO(1)			Compensation Actually Paid to PEO(2)			Average Summary Compensation Table Total for Non-PEO NEOs(3)			Average Compensation Actually Paid to Non-PEO NEOs(2)(3)			Value of $100						Net Income (Loss) (in millions)(5)			Adjusted Free Cash Flow (in millions)(6)
Year	Summary Compensation Table Total for PEO(1)			Compensation Actually Paid to PEO(2)						Average Compensation Actually Paid to Non-PEO NEOs(2)(3)			Total Shareholder Return(4)			Peer Group Total Shareholder Return(4)			Net Income (Loss) (in millions)(5)			Adjusted Free Cash Flow (in millions)(6)
2022		$	12,242,321		$	50,156,845		$	2,342,015		$	4,919,833		$	398		$	130		$	26		$	299
2021		$	12,591,069		$	48,256,831		$	3,145,491		$	8,198,482		$	216		$	95		$	(450)		$	278
2020
Saligram		$	1,726,277		$	2,926,273		$	836,063		$	836,063		$	—		$	—		$	(1,921)		$	78
Blanchard		$	3,883,040		$	3,883,040
Garcia		$	996,695		$	736,919
McCollum		$	5,763,239		$	5,763,239