UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

 

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.                 )

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NABORS INDUSTRIES LTD.

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PROXY STATEMENT

Item 1: Election of Directors

The members of the ESG Committee recommended the re-nomination of all seven continuing director nominees. The full Board has agreed with the recommendations of the ESG Committee and nominated each of Ms. Beder and Messrs. Chase, Crane, Kotts, Linn, Petrello and Yearwood for re-election. Each nominee for director who is elected at the meeting will serve a one-year term, expiring at the next annual general meeting of shareholders or until such later time as such director’s successor is duly elected and qualified. Each of the nominees has agreed to serve as a director if elected, and we do not anticipate that any will be unable or unwilling to stand for election.

The ESG Committee and the Board have determined that the nominees possess the right mix of backgrounds, perspectives and experiences to provide robust oversight. The Board regularly evaluates the needs and risks facing the Company to ensure the Board embodies the necessary skills, attributes and qualifications to suit the evolving landscape in which it operates. The Board’s top priority is to ensure effective and ethical oversight of the Company and its operations, and the implementation of its strategic goals.

To guide this process, the Committee considers a broad set of criteria to ensure that each candidate can assist the Board in fulfilling its fiduciary duties to the Company and its shareholders. In identifying and recommending director nominees, the ESG Committee places primary emphasis on the following criteria:

 

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Reputation, judgment, integrity and, for non-employee directors, independence;

 

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Diversity of viewpoints, backgrounds and experience, including gender, race, ethnicity, age, and geography;

 

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Business or other relevant experience;

 

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The extent to which the interplay of the nominee’s expertise, skills, knowledge, and experience with that of the other members of the Board will result in an effective Board that is responsive to the Company’s needs; and

 

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For director nominees who are current directors, history of attendance at Board and Committee meetings, as well as preparation for, participation in and contributions to the effectiveness of those meetings.

These criteria include those set forth in our Board Guidelines on Significant Corporate Governance Issues, which are available on our website at www.nabors.com and to any shareholder who requests them in writing. Requests should be addressed to the Corporate Secretary and delivered in person or by courier to the address on notice of meeting appearing at the beginning of this Proxy Statement, or by mail to P.O. Box HM3349, Hamilton, HMPX Bermuda.

 

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PROXY STATEMENT

 

Director Nominee Snapshot

The table and charts below summarize the key skills and attributes of each director and illustrates the depth of expertise as well as the diverse, balanced nature of perspectives.

 

Beder

Chase

Crane

Kotts

Linn

Petrello

Yearwood

Skills & Experience

Public Company Director

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Corporate Governance

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Oilfield Services Industry

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Drilling

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Oil and Gas

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❖

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❖

❖

CEO / Business Head

❖

❖

❖

❖

❖

❖

❖

International

❖

❖

❖

❖

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Finance / Capital Allocation

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❖

❖

❖

❖

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Financial Literacy / Accounting

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❖

❖

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❖

❖

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Investment Banking

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❖

❖

❖

Manufacturing

❖

❖

❖

Technology

❖

❖

❖

❖

Logistics

❖

Academia/Education

❖

❖

❖

Health, Safety and Environment

❖

❖

❖

❖

Board Tenure – Years

4

2

9

8

9

30

11

 

INDEPENDENT DIRECTORS 6/7				DIVERSITY						AGE RANGE 61 u 70
				14.3% WOMEN		14.3% MINORITY

 

		IND. DIRECTOR AVG. TENURE 7.2 YEARS				AVERAGE AGE 66 YEARS

 

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		PROXY STATEMENT

 

Director Skills and Experiences

The Board believes its current and future directors should possess a broad mix of attributes and perspectives. Currently the Board is focused on maintaining a mix of individuals with the following backgrounds and experiences:

 

Public Company Director		Prior public-company director experience is helpful in that the nominee will have an understanding of (i) his or her role – there is no time for on-the-job training; (ii) how to deal with the myriad of complex issues that can arise and need attention; and (iii) the time commitment involved
Corporate Governance		Experience in dealing with evolving and dynamic corporate governance matters helps to ensure proper corporate policies are in place and enforced, and that the Board and management are appropriately and fully fulfilling their responsibilities
Oilfield Services/ Drilling/ Oil & Gas		An in-depth knowledge of these industries is important for maintaining our place as a leading provider of drilling and drilling-related services and equipment
CEO/Business Head		Background and experience as a CEO provides an understanding of the requirements and challenges to manage employees and run a company
International		International experience is essential for a company like Nabors, with operations and offices in over 20 countries worldwide
Finance/ Capital Allocation		Knowledge and expertise in financial matters helps to ensure the availability and correct allocation of financial resources to maximize returns
Investment Banking		A background and understanding in this area is useful in pursuing strategic acquisitions
Financial Literacy/ Accounting		An understanding of financial reporting and accounting principles is necessary to satisfy stock market listing requirements and, more importantly, in fulfilling accounting oversight responsibilities
Manufacturing		Experience and knowledge of manufacturing processes is important for us as, unlike some of our competitors, we develop and manufacture much of the equipment we use
Technology		A broad understanding of technology and technical systems helps ensure the sensible investing in, and development of, technology
Logistics		Without the proper flow of equipment, supplies, and personnel, we cannot support and satisfy global customer demands
Academia/ Education		An academic background can bring new ways of thinking and problem solving to corporate issues
Health, Safety and Environment		Essential to achieving our “Mission Zero” company-wide effort to eliminate injuries and incidents, and ensuring environmentally sound operations

 

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PROXY STATEMENT

 

The members of the ESG Committee, as well as the full Board, believe that the combination of the various qualifications, attributes, skills, balanced tenure and experiences of the director nominees contributes to an effective and well-functioning Board and that, individually and as a whole, the director nominees possess the necessary qualifications and expertise to provide effective oversight of the Company and its business.

Director Nominees

 

		TANYA S. BEDER   Independent Director Director since: 2017 Age: 65		Committees: Audit, Compensation, Risk Oversight, Technology and Safety   Other Public Company Boards: 1

Ms. Beder currently serves as the Chairman and CEO of SBCC Group, Inc. (“SBCC”), which she founded in January 1987. SBCC is an independent advisory firm operating globally, whose projects include assisting corporate management, institutional investors, large financial firms and other clients in solving complex financial problems under crisis and providing strategic advice to seize opportunities. Ms. Beder has served since 2011 on the board of the American Century mutual fund complex in Mountain View, California, where she chairs the Technology and Risk Committee and is a member of the Portfolio Committee and the Audit & Compliance Committee. She also serves on the board of Kirby Corporation (NYSE:KEX) since October 2019 and is a member of the Audit Committee. Previously, Ms. Beder served as a member of the CYS Investments, Inc. (NYSE:CYS) board of directors from May 2012 to September 2018, where she chaired the Nominating and Governance Committee and was a member of the Compensation Committee and Executive Special Committee. She also served as the Chief Executive Officer of Tribeca Global Management LLC, a $2.6 billion dollar fund with operations in Singapore, London, and New York; Managing Director of Caxton Associates LLC, a $10 billion asset management firm with operations in New York and London; and President of Capital Market Risk Advisors, Inc. in New York, which she co-founded. Ms. Beder also spent time in various positions with The First Boston Corporation (now Credit Suisse) where she was a part of the first team of derivatives traders and structurers for currency and interest rate swaps, caps, collars, floors, futures, and options, and was on the mergers and acquisitions team in New York and London. In January 2013, she was appointed to the President’s Circle of the National Academies in Washington, DC, after serving six years at the National Academy of Sciences on the Board of Mathematics and their Applications. Ms. Beder also serves on the Mathematical Finance Advisory Board of New York University and is a Board Member Emeritus of the International Association of Quantitative Finance, where she previously served as Chairman. She is an appointed Fellow of the International Center for Finance at Yale University and for eight years taught courses on finance and fintech at Stanford University. From 2004 – 2017 she served on the Advisory Board of the Columbia University Financial Engineering Program, from 2014 – 2017 she served on the Board of The Institute for Pure and Applied Mathematics at UCLA, and from 2010-2014 she served as a Director of the Pilgrim Asia Macro Fund in Singapore. Ms. Beder holds a B.A. in mathematics and philosophy from Yale University, and an MBA from Harvard Business School.

 

 

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		PROXY STATEMENT

 

ANTHONY R. CHASE   Independent Director Director since: 2019 Age: 66		Committees: Compensation, ESG, Risk Oversight   Other Public Company Boards: 3

Mr. Chase is Chairman and Chief Executive Officer of ChaseSource, L.P., a Houston-based staffing, facilities management, and real estate development firm that he founded, which is recognized as one of the nation’s largest minority-owned businesses by Black Enterprise magazine. He was a founder of three other ventures he sold: the first, Chase Radio partners, founded in 1992, owned seven radio stations and was sold to Clear Channel Communications in 1998; the second, Cricket Wireless, a nationwide mobile phone service provider that he started together with Qualcomm in 1993; and the third, ChaseCom, L.P., a global customer relationship management and staffing services company that built and operated call centers in the U.S. and India, until its sale to AT&T, Inc. in 2007. Mr. Chase currently serves as a director of Cullen/Frost Bankers, Inc. (NYSE:CFR), Heritage Crystal Clean (NASDAQ: HCCI) and LyondellBassell Corporation (NYSE: LYB). He also serves on the board of directors of Saudi Aramco Nabors Drilling Co. (“SANAD”), our joint venture in Saudi Arabia. Mr. Chase previously served on the board of directors of Anadarko Petroleum Corporation, Paragon Offshore plc, Sarepta Therapeutics, Inc., and Western Midstream Operating, LP. Mr. Chase is a principal owner of the Marriott Hotel at George Bush International Airport in Houston, Texas. He graduated with honors from Harvard College and subsequently earned M.B.A. and J.D. degrees from Harvard Business School and Harvard Law School, respectively. He is an Eagle Scout. Chase is a tenured Professor of Law at the University of Houston Law Center, where he began teaching in 1990. He has published numerous law review articles during his tenure. Mr. Chase is on the board of directors of several non-profit boards in Houston: Houston Endowment, Greater Houston Partnership, Texas Medical Center, and the MD Anderson Board of Visitors. Mr. Chase served as Deputy Chairman of the Federal Reserve Bank of Dallas and the Chairman of the Greater Houston Partnership. He is also a member of the Council on Foreign Relations. Mr. Chase currently chairs the City of Houston/Harris County COVID-19 Relief Fund and co-chaired the City of Houston/Harris County Hurricane Harvey Relief Fund.

 

❖ Qualifications

Mr. Chase brings experience and expertise in oil and gas, environmental law, real estate, and management and provision of human resources, as well as experience as an executive and as a board member of both public and private companies.

 

JAMES R. CRANE   Independent Director Director since: 2012 Age: 67		Committees: Executive, Technology and Safety   Other Public Company Boards: 2

Chairman and CEO of Crane Capital Group Inc., an investment management company, since 2006. Crane Capital Group has invested in transportation, power distribution, real estate and asset management. Its holdings include Crane Worldwide Logistics, a premier global provider of customized transportation and logistics services with 130 offices in 35 countries, and Crane Freight & Cartage. Mr. Crane purchased the Floridian National Golf Club in March 2010 and quickly developed it into one of the nation’s premier golf clubs. Mr. Crane led an investor group that in November 2011 purchased the Houston Astros. In January 2017, Mr. Crane acquired and serves as Chairman of the board of Davaco, a leader in high-volume remodels and technology deployments in global brands. In March 2017, Mr. Crane opened two restaurants – Osso & Kristalla and Potente – in Houston, Texas. In June 2017, he started Crane Safety, a commercial safety supply company. In August 2017 he started Modiant, a software company. In June 2018 he became the principal owner of Apurture Cellars, a winery in Sonoma County, California. Mr. Crane was Founder, Chairman and Chief Executive Officer of Eagle Global Logistics, Inc., a NASDAQ-listed global transportation, supply chain management and information services company, from 1984 until its sale in August 2007. Mr. Crane holds a B.S. in Industrial Safety from Central Missouri State University. He serves on the boards of directors of Cargojet, Inc. (TO:CJT) and Western Midstream Holdings, LLC, a subsidiary of Occidental Petroleum Corporation and the general partner of Western Midstream Partners, LP.

 

 

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PROXY STATEMENT

 

		JOHN P. KOTTS   Independent Director Director since: 2013 Age: 70		Committees: Audit, Compensation, Risk Oversight   Other Public Company Boards: None

Mr. Kotts is a private investor and entrepreneur. Through his management company, J.P. Kotts & Co., Inc., Mr. Kotts also operates a private investment fund focused on the trading of U.S. and international securities and other financial instruments. He also invests in real estate and private equities. Mr. Kotts is currently the owner and CEO of Vesco/Cardinal, an oil tool rental and service company, as well as several manufacturing companies. Mr. Kotts previously held various financial, banking and investment banking positions in companies specializing in leveraged buyouts, venture capital and turnaround transactions. From 1990 to 1998, he owned and operated Cardinal Services, Inc., a leading supplier of liftboat rentals and other production-related services, including mechanical wireline services and plug and abandonment services, to oil companies operating in the Gulf of Mexico. Mr. Kotts previously served on the board of directors for C&J Energy Services Ltd. from March 2015 to September 2015. He holds a B.A. in Philosophy and an M.B.A in Finance from Hofstra University and completed additional post-graduate work at McGill University in Montréal, New York University and Harvard Business School.

 

❖ Qualifications

Mr. Kotts’ industry background and knowledge, business acumen and financial expertise were the primary factors considered by the Board in deciding to appoint him as a director and nominate him for election to the Board. Mr. Kotts brings to the Board entrepreneurial drive and management skills.

 

		MICHAEL C. LINN   Independent Director Director since: 2012 Age: 69		Committees: ESG   Other Public Company Boards: 1

President and CEO of MCL Ventures, LLC, an oil, gas and real estate investment firm, since 2012. Mr. Linn is the former Chairman, CEO, President and Director of LINN Energy, LLC, which he founded. Since 2015 he has served as a director for the general partner of Black Stone Minerals, L.P. He has served as a Senior Advisor for Quantum Energy Partners, LLC since 2012, and previously served as a director for Western Refining Logistics GP. Mr. Linn is on the board of managers of Cavallo Mineral Partners, LLC, and previously served as a director of Jagged Peak Energy Inc. He serves as a member of the National Petroleum Council’s Board of Directors and as Chairman of the Education Committee of the IPAA. He previously served on the board of directors of C&J Energy Services Ltd., as Non-Executive Director and Chairman of the Safety, Health, Environment, Security and Ethics Committee for Centrica plc, as Chairman and director of the Natural Gas Council, as Chairman of the Independent Petroleum Association of America, as director of the Natural Gas Supply Association, as Chairman and President of each of the Independent Oil and Gas Associations of New York, Pennsylvania and West Virginia, and as Texas Representative for the Legal and Regulatory Affairs Committee of the Interstate Oil and Gas Compact Commission. Mr. Linn holds a B.A. in Political Science from Villanova University and a J.D. from the University of Baltimore School of Law.

 

 

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		PROXY STATEMENT

 

ANTHONY G. PETRELLO   Non-independent Director Director since: 1991 Age: 66		Committees: Executive   Other Public Company Boards: None

Chairman of the Board of Nabors since 2012 and director since 1991; Deputy Chairman of Nabors 2003-2012; President and CEO of Nabors and Nabors Industries, Inc. since 2011; President and Chief Operating Officer of Nabors and Nabors Industries, Inc. from 1991-2011. Mr. Petrello holds a J.D. degree from Harvard Law School and B.S. and M.S. degrees in Mathematics from Yale University. Mr. Petrello also serves as a director of Hilcorp Energy Company. In 2018, Mr. Petrello was the recipient of the Offshore Energy Center Pinnacle Award, recognizing outstanding individuals who have taken today’s leading-edge tools and technologies and applied them to real world challenges.

 

❖ Qualifications

Mr. Petrello brings to the Board an extensive and unique combination of commercial, operational, and technical skills and a thorough knowledge of the Company’s operational activities worldwide. He serves as an integral link between the Company and the Board, enabling the Board to better perform its oversight role.

 

JOHN YEARWOOD   Independent Lead Director Director since: 2010 Age: 61		Committees: Audit, ESG, Executive, Technology and Safety   Other Public Company Boards: 1

Mr. Yearwood currently serves on the board of directors of TechnipFMC plc (NYSE:FTI), Sheridan Production Partners, Foro Energy LLC, Bazean LLC, and Coil Tubing Partners LLC. He previously served on the boards of Sabine Oil & Gas, LLC until August 2016, Premium Oilfield Services, LLC until April 2017, and Dixie Electric LLC until November 2018. Until August 2010, he served as the Chief Executive Officer, President and Chief Operating Officer of Smith International, Inc. He was first elected to Smith’s board of directors in 2006 and remained on the board until he successfully negotiated and completed the sale of Smith to Schlumberger Limited in August 2010. Before joining Smith, Mr. Yearwood spent 27 years with Schlumberger Limited in numerous operations, management and staff positions throughout Latin America, Europe, North Africa and North America, including as President and in financial director positions. He also previously served as Financial Director of WesternGeco, a 70:30 joint venture between Schlumberger and Baker Hughes from 2000 to 2004. Mr. Yearwood received a B.S. Honors Degree in Geology and the Environment from Oxford Brookes University in England.

 

 

 

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PROXY STATEMENT

 

Other Executive Officers

 

		WILLIAM J. RESTREPO   Chief Financial Officer Age: 61

CFO of Nabors since March 2014. In this role, Mr. Restrepo has global oversight for finance and accounting, including treasury, tax, investor relations and internal audit. He also works closely on corporate development initiatives. Mr. Restrepo formerly served as Chief Financial Officer at Pacific Drilling S.A. from February 2011 to February 2014. He also previously served as Chief Financial Officer at Seitel from 2005 to 2009, and at Smith International, Inc. from 2009 to 2010 until its merger with Schlumberger Limited. Prior to that, from 1985 to 2005, Mr. Restrepo served in various senior financial and operational positions for Schlumberger Limited, including operational responsibility for all product lines in the Continental Europe and Arabian Gulf markets, as well as senior financial executive roles in Corporate Treasury and worldwide controller positions with international posts in Europe, South America and Asia. Mr. Restrepo currently serves on the board of Reelwell AS, a Norwegian provider of drilling technology, and previously served on the board of directors of SANAD from 2017 to 2020, as well as on the boards of directors of C&J Energy Services Ltd. from 2015 to 2017, Probe Technology Services from 2008 to 2016, and Platinum Energy Solutions, Inc. from 2012 to 2013. Mr. Restrepo holds a B.A. in Economics and an M.B.A, both from Cornell University, as well as a B.S. in Civil Engineering from the University of Miami.

 

		MARK D. ANDREWS   Corporate Secretary Age: 48

Corporate Secretary of Nabors since September 2007. Prior to joining Nabors, Mr. Andrews served in various treasury and financial management positions with General Electric Company, a diversified technology and financial services company, beginning in December 2000. Mr. Andrews was employed by the public accounting firm of PricewaterhouseCoopers LLP from September 1996 to November 2000 in a number of capacities, including Tax Manager, within the firm’s Mining and Resource Practice. Mr. Andrews holds a Honours B.B.A. degree from Wilfrid Laurier University and is also a Chartered Professional Accountant, Chartered Secretary and a CFA charterholder.

 

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		PROXY STATEMENT

 

Continuing Education for Directors

The Board has access to a number of resources to assist directors in enhancing their skills and knowledge in current and evolving areas that are relevant to our business. The Company also pays for reasonable expenses associated with a director’s attendance at continuing education programs. The Board is also routinely briefed by external advisors on the macro and industry environment as well as other issue-specific topics throughout the year. Examples for 2020 are noted below.

Members of the Nabors Compensation Committee held several sessions with external advisors on the following topics:

 

•

The impact of COVID-19, economic downturn and Saudi Arabia-Russia price war on industrywide executive compensation

 

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Best practices related to C-Suite and Director compensation in response to 2020 events

Members of the Audit and Safety & Technology Committees attended several sessions with external experts on the following topics:

 

•

Operational controls during work from home

 

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Oversight of external vendors

 

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Challenges in remote internal auditing

 

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Cybersecurity and other technology challenges

Additionally, several Nabors Directors are frequent lecturers on governance matters and engage in robust, independent continuing education as a result.

Board Refreshment and Succession Planning Process

The Board routinely evaluates its composition to ensure that composition is aligned with the needs of the Company’s business strategy. To support this process, the ESG Committee evaluates the skills, experience and capabilities of the Board in light of the Company’s strategy and considers how Board composition may evolve to address emergent strategic needs. In considering Board refreshment, the ESG Committee also takes into account diversity. The Board acknowledges the benefits of diverse viewpoints and experiences in the decision-making process. The ESG Committee has discretion to engage outside consultants to help identify candidates and also considers suggestions from shareholders.

Over the last five years, the Company has added two new directors to its seven-person Board – Ms. Tanya Beder and Mr. Anthony Chase, both of whom bring diverse perspectives.

The Board also has an established practice of rotating membership of key Committees as well as rotating Committee leadership positions to allow for fresh perspectives. In furtherance of this practice, in 2020 Michael Linn stepped down as Chair of the Compensation Committee and Tanya Beder assumed the role. The Board additionally refreshed the chairs of the ESG and Risk Oversight Committees.

Board, Committee and Individual Director Evaluations

The Board has an ongoing process in place to regularly assess its performance. A formal evaluation is conducted on an annual basis to solicit feedback and determine appropriate action based on that feedback. Our Lead Director, together with the ESG Committee Chair, leads the Board’s annual self-evaluation, which considers the following topics:

 

•

Board/Committee materials

 

•

Board/Committee meeting logistics and effectiveness

 

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Board/Committee oversight responsibilities

 

•

Board/Committee composition

 

•

Committee effectiveness

 

•

Individual director performance

The results of the evaluation are reviewed by the ESG Committee and discussed at the full Board level.

Shareholder Nominations and Proxy Access Policy

The ESG Committee accepts shareholder recommendations of director candidates and evaluates such candidates in the same manner as other candidates. Shareholders who wish to submit a candidate for consideration by the ESG Committee for election at our 2022 annual general meeting of shareholders may do so by submitting in writing the candidate’s name, together with the information described in the Board’s “Amended and Restated Policy Regarding Director Candidates Recommended by Shareholders” available at www.nabors.com.

 

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PROXY STATEMENT

 

In addition, the Amended and Restated Policy Regarding Director Candidates Recommended by Shareholders includes the Company’s proxy access policy, which permits up to 20 shareholders owning collectively 3% or more of our outstanding common shares for at least three years to nominate and include in our proxy materials nominees representing up to 20% of the Board, as detailed in the policy, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the policy. Submissions to the Board should be delivered in person or by courier to the address on the notice of meeting appearing at the beginning of this Proxy Statement or by mail to P.O. Box HM3349, Hamilton, HMPX Bermuda, no later than the date required for shareholder submissions pursuant to SEC Rule 14a-8, as set forth on pages 70-71 of this Proxy Statement.

 

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CORPORATE GOVERNANCE

Role of the Board of Directors

The Board directs the management of the Company’s business and affairs. The shareholders elect the Board to act on their behalf and to oversee their interests. Unless reserved to the shareholders under applicable law or the Company’s Bye-laws, all corporate authority resides in the Board as the representative of the shareholders.

The Board selects and appoints executive officers to manage the day-to-day operations of the Company, while retaining ultimate oversight responsibilities. Together, the Board and management share an ongoing commitment to the highest standards of corporate governance and ethics. The Board reviews all aspects of our governance policies and practices, including the “Board Guidelines on Significant Corporate Governance Issues” (the “Governance Guidelines”) and the Company’s “Code of Business Conduct”, at least annually and makes changes as necessary. The Governance Guidelines and the Code of Business Conduct along with all Committee charters are available on the Company’s website at www.nabors.com.

Overview of Key Governance Topics

Board Leadership Structure

While our Governance Guidelines provide for an independent chairman of the Board following the tenure of our current Chairman and CEO, the Board believes that the current combination of the chairmanship with an experienced, independent Lead Director creates an effective and balanced Board leadership structure for the Company. The Board believes that, as the individual with primary responsibility for managing the Company’s day-to-day operations and with extensive knowledge and understanding of the Company, Mr. Petrello is best positioned to chair regular Board meetings as the directors discuss key business and strategic issues and to focus the Board’s attention on the issues of greatest importance to the Company and its shareholders. Furthermore, combining the roles of Chairman and CEO in Mr. Petrello creates a clear line of authority that promotes decisive and effective leadership, both within and outside the Company. Both the Chairman and Lead Director serve on the Board’s Executive Committee, and any director may raise a matter for consideration by the Board. The Board’s current view is that a combined Chairman and CEO position, together with a predominantly independent Board and a proactive, objective independent Lead Director, promotes a candid discourse and responsible corporate governance.

If reelected, Mr. Yearwood will continue to serve as our independent Lead Director, a position he has held since 2011. The Board believes that Mr. Yearwood’s extensive management experience in the industry and effective performance in the role of Lead Director qualify him to continue to serve in that capacity.

The Lead Director’s primary responsibilities include:

 

The Lead Director is also available for consultation and direct engagement discussions with the Company’s shareholders. This past year, our Lead Director partnered with the Chairs of the Compensation and ESG Committees and others in extensive communications with significant shareholders regarding compensation and ESG matters.

Director Independence

The ESG Committee conducts a review at least annually of the independence of each member of the Board and its Committees and reports its findings to the full Board. As permitted by the rules of the NYSE, the Board has adopted categorical standards to assist it in making determinations of director independence. These standards incorporate and are consistent with the independence requirements of the NYSE and are set forth in our Governance Guidelines available on

 

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CORPORATE GOVERNANCE

 

our website at www.nabors.com. In addition to these standards, the Board also reviews each of the transactions, relationships and arrangements described under “Certain Relationships and Related Transactions” below, as well as social and other relationships, in determining whether a director is independent.

Upon the recommendation of the ESG Committee, the Board has determined that each director of the Board, other than Mr. Petrello, is independent. The Board also has determined that each member of our Audit, Compensation, and ESG Committees meets the independence standards established for these Committees by the NYSE and the applicable rules and regulations of the SEC.

Board’s Role in Risk Oversight

Our full Board is responsible for risk oversight and has designated the Risk Oversight Committee to provide assistance in fulfilling its oversight responsibilities with respect to the Company’s processes and policies regarding risk assessment and risk management, including the Company’s enterprise risk management, compliance and operational control activities. The Risk Oversight Committee generally meets on a quarterly basis to evaluate the Company’s risk exposure and tolerance.

 

Risk Oversight Committee’s Role in Risk Oversight

 

❖  Receives information from management regarding a variety of matters, including operations, legal, regulatory, finance, internal audit, ESG, cybersecurity, information technology, and strategy, as well as any material risks associated with each matter.

❖  Receives an update from the Company’s Enterprise Risk Management Committee* (“ERMC”) comprised of almost a dozen top senior managers of the Company from various functions, each of whom supervises day-to-day risk management throughout the Company.

❖  Receives an update from the chair of each of the committees and in turn provides a quarterly risk report to the Board.

 

*	The ERMC is not a Committee of the Board. The ERMC is tasked with identifying all potential material risks facing the Company and implementing mitigation measures. The ERMC members meet formally throughout the year to define and improve the risk mapping process and implementation.

The other Committees of the Board also have broad risk oversight roles related to their overall strategic mandate:

 

Audit		Compensation		ESG		Technology & Safety
❖  Oversees the Company’s financial statements and regularly interacts with parties including management, the external auditor and Compensation Committee on related risks.		❖  Reviews executive compensation in light of incentive risk structures and evaluates the connection between risk management policies and practices, corporate strategy and compensation.		❖  Reviews and evaluates ESG-related risks from a strategic, regulatory and financial perspective.		❖  Assesses and manages the Company’s exposure to health and safety risks; oversees, reviews and receives updates on the Company’s information technology systems, including the potential for and mitigation of cybersecurity threats.

The Board also has a procedure in place for employees, shareholders and third parties to report concerns about the Company’s conduct, accounting, internal controls and other matters to the Board. In addition, the Board oversees management as management fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks.

Board’s Role in Strategy Oversight

Overseeing the Company’s business strategy is a key focus area for the Board, and directors are regularly engaged in ongoing dialogue on the topic. To stay apprised of ongoing and emerging developments, senior management presents at least quarterly on strategic progress and initiatives. The Board also meets annually for a formal strategy session wherein it assesses overall progress and go-forward strategic priorities. Further, frequent formal and informal interactions take place between the Board and senior business unit leaders, including six separate working sessions regarding our strategic leadership in technology development throughout 2020.

Shareholder Communications with the Board

Shareholders and other interested parties may contact any of the Board’s directors (as a group or individually), Committees, or independent directors as a group, by writing to them at Nabors Industries Ltd., c/o Corporate Secretary. Communications should be delivered in person or by courier to the address on the notice of meeting appearing at the

 

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beginning of this Proxy Statement or by mail to P.O. Box HM3349, Hamilton, HMPX Bermuda. Shareholder communications received in this manner will be handled in accordance with the Board’s “Policy Regarding Shareholder Communications with the Board of Directors” which is available at www.nabors.com. In addition, any concern about the Company’s conduct, or a complaint about the Company’s accounting, internal control or auditing matters, may be communicated directly to the Lead Director, to the outside directors as a group, or to the Audit Committee. Such communications will be treated as confidential and can be anonymous, and may be submitted in writing in care of the Corporate Secretary, or reported by phone to the Nabors Hotline, established specifically for reporting policy concerns, at 1-877-NABORS7.

 

Sustainability   Sustainability is an essential part of our corporate culture and an integral part of our strategic plans. Through technological innovation, environmental impact planning, corporate safety initiatives and community relations activities, the Company understands that how we conduct business is of equal importance to our results. Our 2020 ESG report can be found on our website, www.nabors.com.   Environmental In 2020, we continued to deepen our commitment to environmental sustainability amidst one of the most challenging operating environments in recent memory. The following operational highlights and targets demonstrate our commitment:

 

•

We pledged through the Science Based Targets initiative (SBTi) to set rigorous, science-based emissions reduced targets.

 

•

We will work to reduce global greenhouse gas (GHG) emissions 5% from our 2020 baseline in the next year.

 

•

We will take further steps to reduce rig energy consumption and further our environmental stewardship in our own operations and our supply chain.

Social

Nabors relies on the strength and quality of its employees across its broad, global operations. Recognizing the importance of diversity, equity and inclusion alongside continuing to support our employees, we took the following actions in 2020:

 

•

Our CEO became a signatory to the CEO Action for Diversity & Inclusion pledge, as we commit to promoting diversity, equity and inclusion in our business and developing diverse talent.

 

•

We worked to further deepen our pipeline of diverse talent, with diverse individuals comprising 42% of identified “high potential performers” and development plans completed for each.

 

•

We made continued improvements in safety, with a 9% improvement in total recordable incident rate (TRIR) and 47% improvement in high potential incidents year-over-year.

Code of Business Conduct

The Company has adopted a Code of Business Conduct in accordance with NYSE requirements. All of our employees, including our executive officers and senior management, as well as our non-employee directors, are required to abide by our Code of Business Conduct and related policies and procedures, to ensure that our business is conducted in a consistently legal and ethical manner. We also expect venders and suppliers to act consistently with the Code of Business Conduct. The Code of Business Conduct is posted on our website at www.nabors.com. We intend to disclose on our website any material amendments to the Code of Business Conduct, or waivers from any provision of the Code of Business Conduct that apply to our CEO and CFO.

Meetings of the Board and Committees

The Board has six Committees, each of which report their activities to the full Board: (1) the Audit Committee, (2) the Compensation Committee, (3) the Executive Committee, (4) the ESG Committee, (5) the Risk Oversight Committee and (6) the Technology and Safety Committee. Appointments to and chairs of the Committees are recommended by the ESG Committee and approved by the Board. Directors are expected to attend all meetings of the Board and Committees on which they serve.

Each of our incumbent directors attended over 75% of all meetings and information sessions of the Board and Committees on which he or she served during 2020.

 

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The following chart shows the current membership and Chair of each Committee, and the number of meetings held by each Committee during 2020.

 

Director

Audit

Compensation

Executive

ESG

Risk Oversight

Technology and Safety

Tanya S. Beder

❖

Chair(1)

❖

Anthony R. Chase

❖(1)

❖

Chair(1)

James R. Crane

❖

Chair

John P. Kotts

Chair

❖

Michael C. Linn

Chair(1)

❖(1)

Anthony G. Petrello

Chair

John Yearwood

❖

❖

❖(1)

❖

❖

Number of Meetings

3

5

0

3

3

3

 

(1)	Since July 31, 2020.

Board Practices and Commitment

The Board typically meets four times a year, but due to the COVID-19 pandemic, the Board held three meetings during 2020, however, these meetings were supplemented by numerous information sessions. The Board also took action on 6 occasions by unanimous written consent. The Audit Committee met 3 times and took action on 2 occasions via unanimous written consent; the Compensation Committee met 5 times and took action on 4 occasions via unanimous written consent; and each of the ESG, Risk Oversight and Technology and Safety Committees met 3 times and took action on 1 occasion via unanimous written consent.

Ordinarily, the Board targets at least one meeting each year to be held at a key Nabors market location outside the United States, though it was unable to do so in 2020 due to the COVID-19 pandemic. This practice allows the Board members to have direct contact with both field level and local management, and facilitates a greater understanding of the challenges and opportunities in these markets. The Board also may use these occasions to meet with key customers and vendors, and to receive direct feedback on the Company’s performance and opportunities.

Key management personnel are invited on a rotational basis to make presentations to the Board at almost every meeting. This practice ensures informed contact by the Board members with one another as well as with management.

Our standard practice is for each director to attend all Committee meetings, whether or not a member of that Committee. This practice promotes extraordinary depth of knowledge with respect to Company matters and ensures the Company benefits from the directors’ collective knowledge, skill and experience. Board members also hold meetings with shareholders, either in person or by telephone. This allows the Board to have direct communication and to discuss all issues that are of importance to the shareholders. Members of the Board also meet regularly with management and employees of the Company to discuss strategy and other matters.

 

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Key Committee Responsibilities

The following table shows the key responsibilities of each Board Committee.

 

Audit Committee		Key Responsibilities

 

		•  Oversees the integrity of our consolidated financial statements, system of internal controls, internal audit, financial risk management, and compliance with legal and regulatory requirements.   •  Selects, determines the compensation of, evaluates and, if deemed appropriate, replaces the independent auditor, and preapproves audit and permitted non-audit services.   •  Determines the qualifications and independence of our independent auditor and evaluates the performance of our internal auditors and independent auditor.   •  After review, recommends to the Board the acceptance and inclusion of the annual audited consolidated financial statements in our annual report on Form 10-K.   •  Conducts information sessions in connection with the Company’s quarterly earnings releases and other matters.   All members of the Audit Committee were determined to have met the independence, financial literacy and experience requirements of the NYSE and SEC rules and regulations. The Board has also determined that Messrs. Kotts and Yearwood and Ms. Beder are “audit committee financial experts” as defined under SEC rules.   The Audit Committee operates under a written charter adopted by the Board, which is available on the Corporate Governance page of our website at www.nabors.com.

 

Compensation Committee		Key Responsibilities

 

		•  Reviews and approves the compensation of our executive officers and other senior leaders.   •  Oversees the administration of our incentive compensation and other equity-based compensation plans for officers and employees.   •  Reviews and discusses with management the Compensation Discussion and Analysis (“CD&A”) and recommends to the Board the inclusion of the CD&A in the proxy statement.   •  Communicates with the Audit Committee regarding performance goals and evaluations of key finance, internal control, internal audit and risk management personnel.   •  In consultation with the ESG Committee recommends director compensation.   •  Meets with the Risk Oversight Committee to confirm that compensation and incentive pay structures do not encourage unnecessary risk taking.   All members of the Compensation Committee were determined to have met the independence standards of the NYSE.   The Compensation Committee operates under a written charter adopted by the Board, which is available on the Corporate Governance page of our website at www.nabors.com.

 

Executive Committee		Key Responsibilities

 

		•  As necessary between meetings of the Board, exercises all power and authority of the Board overseeing the management of the business and affairs of the Company.

 

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ESG Committee		Key Responsibilities

 

		•  Identifies and recommends candidates for election to the Board.   •  Establishes procedures for the Committee’s oversight of the evaluation of the Board.   •  Reviews corporate governance policies annually.   •  Reviews and approves any related-party transactions involving directors and executive officers.   •  Oversees setting of ESG strategy and related risks and opportunities   •  Receives monthly updates from key sustainability-related personnel on initiative progress   •  Monitors and advises the Board on environmental, social, and governance-related policy initiatives, including compliance, and oversees the publication of the Company’s sustainability report.   All members of the ESG Committee were determined to have met the independence standards of the NYSE.   The ESG Committee operates under a written charter adopted by the Board, which is available on the Corporate Governance page of our website at www.nabors.com.

 

Risk Oversight Committee		Key Responsibilities

 

		•  Monitors management’s identification and evaluation of major strategic, operational, regulatory, information and external risks inherent in the Company’s business.   •  Reviews the integrity of the Company’s systems of operational controls, regarding legal and regulatory compliance.   •  Reviews the Company’s processes for managing and mitigating operational and enterprise risk.   The Risk Oversight Committee operates under a written charter adopted by the Board, which is available on the Corporate Governance page of our website at www.nabors.com.

 

Technology and Safety Committee		Key Responsibilities

 

		•  Reviews the Company’s strategic technology positions, including intellectual property, patents, and trademarks.   •  Monitors the Company’s compliance with health and safety standards.   •  Reviews the Company’s safety performance and strategic technology position.   •  Reviews the integrity of information technology systems, including the potential for cybersecurity threats.   The Technology and Safety Committee Charter Committee operates under a written charter adopted by the Board, which is available on the Corporate Governance page of our website at www.nabors.com.

 

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Non-Employee Director Compensation

We believe it is essential to attract outstanding non-employee directors and align their economic interest in the Company with other shareholders. We accomplish this through a combination of annual cash retainers and equity incentive awards. Director compensation and benefits are set by the full Board, upon the recommendation of the ESG Committee (until 2021, as described below), in consultation with the Compensation Committee and based on market analysis and recommendations provided by our compensation consultant, Pearl Meyer & Partners LLC (“Pearl Meyer”). Beginning in 2021 the Board has delegated to the Compensation Committee the task of overseeing director compensation. Both the ESG Committee and the Compensation Committee consist entirely of independent directors, and are authorized to delegate authority to one or more subcommittees.

We believe that director compensation should be reasonable in light of what is customary for companies of similar size, global scope and complexity and should reflect the time, effort and expertise required of directors to adequately perform their responsibilities. The amount of compensation paid or awarded to non-employee directors takes into account the fact that, given the nature of the business and the location of our operations, our directors generally are required to travel a substantial distance to attend meetings at key Nabors market locations outside of the U.S. These travel obligations often result in the directors dedicating a number of days to attending meetings. Directors do not receive additional amounts for attendance at these Board and Committee meetings.

In 2018 the Board approved and the shareholders ratified a director compensation policy that limits each non-employee director’s individual compensation to a maximum of $550,000 per calendar year (the “Non-Employee Director Compensation Limitation”). Under the Non-Employee Director Compensation Limitation, the Board has the authority to make decisions with respect to director compensation within the $550,000 limit; in other words, such compensation may consist of cash, equity or other consideration. The Non-Employee Director Compensation Limitation was reconfirmed by shareholders in 2020 in connection with their approval of the Company’s Amended and Restated 2016 Stock Plan.

The amount of director compensation was not increased in connection with the adoption and ratification of the Non-Employee Director Compensation Limitation. In fact, our non-employee director compensation was reduced in early 2019, with the annual retainer for the chair of each Committee, other than the chair of the Audit Committee, being reduced from $50,000 to $30,000, and the retainer for the chair of the Audit Committee being reduced from $100,000 to $60,000. In addition, the retainer paid to members of the Audit Committee was reduced from $20,000 to $15,000 annually. Finally, the retainer for the Lead Director was reduced from $50,000 to $35,000. More recently, in March of 2020, the annual non-Committee cash retainer for each member of the Board was reduced by 20%, to $80,000.

All cash retainers are paid on a pro rata basis at the end of each quarter. Any director may elect to receive immediately vested stock options in lieu of the quarterly cash retainer payment, valued at the amount of the payment using the Black-Scholes valuation model. During 2020 none of the directors elected to receive options in lieu of any cash retainer payment.

In addition to the cash compensation described above, non-employee directors also are entitled receive an annual equity incentive award equal to $250,000. Such restricted share awards to non-employee directors generally are made shortly after the annual general meeting of shareholders. This ensures that the awards are granted only to shareholder-elected members for the current year and not to directors who are retiring or otherwise not continuing as directors. In addition, directors who retire from the Board and who meet other criteria may under certain circumstances maintain previously issued equity awards outstanding upon approval by the Compensation Committee.

Under the Director Share Ownership guidelines, each director is required to own Company shares with a value of at least five times the director’s annual cash retainer (exclusive of any portion of the retainer received as a member or Chair of any Committee). Share value for purposes of the guidelines is determined as of the date of grant for vested or unvested restricted share awards or, in the case of open market purchases, the date of acquisition. Each director has three years from the date of his or her first election to the Board by the shareholders to meet the ownership requirements of the guidelines. Each director is currently in compliance with the guidelines or is on schedule to be within the requisite three-year period.

For 2020, upon the recommendation of the ESG Committee, the directors elected to receive a deferred cash payment in lieu of the annual restricted share grant in order to preserve shares available for grant under the Amended and Restated 2016 Stock Plan. The payment was reduced to $180,000 in light of the market downturn resulting from the COVID-19 pandemic and the price war between Saudi Arabia and Russia, and also to reflect the related reduction in travel required during the year.

 

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The following table sets forth information concerning total director compensation in 2020 for each non-employee director.

Director Compensation Table

 

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation Non-Equity Incentive Plan Compensation ($)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Tanya S. Beder			145,320				0				0				0				0				180,000				325,320
Anthony R. Chase			117,060				0				0				0				0				180,000				297,060
James R. Crane			114,505				0				0				0				0				180,000				294,505
John P. Kotts			160,320				0				0				0				0				180,000				340,320
Michael C. Linn			124,505				0				0				0				0				180,000				304,505
John Yearwood			170,321				0				0				0				0				180,000				350,321

Stock Awards: No share awards were granted during 2020. In lieu of share awards, non-employee directors received a deferred cash award of $180,000, which is reflected in the “All Other Compensation” column above.

Option Awards: Any director may elect to receive immediately vested stock options, in lieu of the quarterly cash retainer payment, valued at the amount of the payment using the Black-Scholes valuation model. During 2020 none of the directors elected to receive options in lieu of any cash retainer payment.

All Other Compensation: Non-employee directors are entitled receive an annual equity incentive award equal to $250,000. For 2020, upon the recommendation of the ESG Committee, the directors elected to receive a deferred cash payment of $180,000 in lieu of the annual restricted share grant in order to preserve shares available for grant under the Amended and Restated 2016 Stock Plan.

Mr. Petrello, who was an employee of the Company throughout 2020, is not included in this table. His compensation is reflected in the Summary Compensation Table under “—Executive Compensation Tables” below.

 

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Share Ownership

Share Ownership of Directors and Executive Officers

Our directors and executive officers are required to own our common shares in order to align their interests with those of other shareholders. Ownership of the Company’s common shares ties a portion of their net worth to the Company’s share price and provides a continuing incentive for them to work toward superior long-term stock performance.

As of April 5, 2021, Nabors had 8,503,845 common shares outstanding and entitled to vote, including shares held by subsidiaries of Nabors. For purposes of the following table, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any common shares that such person has the right to acquire within 60 days. The following table sets forth the beneficial ownership of common shares, as of April 5, 2021, by each of our current directors and executive officers, both individually and as a group. Except as otherwise indicated below, each person has sole voting and investment power for the common shares shown below.

 

		Common Shares Beneficially Owned
Beneficial Owner		Number of Shares				Percent of Total Outstanding
Tanya S. Beder			4,449				*
Anthony R. Chase			2,116				*
James R. Crane			6,642				*
John P. Kotts			15,133				*
Michael C. Linn			5,467				*
Anthony G. Petrello			337,148				3.96	%
John Yearwood			9,888				*
Mark D. Andrews			2,555				*
William J. Restrepo			84,831				1.00	%
All directors and executive officers as a group			468,229				5.49	%

 

*	Less than 1%

The address of each of the directors and named executive officers listed above is in care of the Company at Crown House, 4 Par-la-Ville Rd., Second Floor, Hamilton, HM 08 Bermuda.

The percentage of shares outstanding is based on the Company’s total common shares outstanding as of April 5, 2021, the record date for this year’s meeting.

We have included in the table common shares underlying stock options that have vested or are scheduled to vest within 60 days of April 5, 2021. For purposes of computing the percentage of shares held by the persons named above, such option shares are not deemed to be outstanding for purposes of computing the ownership of any person other than the relevant option holder. The number of common shares underlying fully vested stock options, or those vesting within 60 days of April 5, 2021, included in the table are as follows: Ms. Beder – 60; Mr. Chase – 178; Mr. Crane – 1,175; Mr. Kotts – 9,609; Mr. Petrello – 15,000; and all directors/executive officers as a group – 26,022. Restricted share awards are considered outstanding shares and therefore are included in the table above regardless of vesting schedule. Similarly, we have included in the table common shares underlying mandatory convertible preferred shares as of April 5, 2021, based on the maximum conversion rate of 0.1372 common share for each preferred share held. For purposes of computing the percentage of shares held by the persons above, such convertible shares are not deemed to be issued and outstanding for purposes of computing the ownership of any person other than the relevant holder of the preferred shares. The number of common shares underlying fully converted preferred shares as of April 5, 2021, included in the table, are as follows: Mr. Petrello – 123; Mr. Restrepo – 992.

The shares listed for Mr. Petrello include 6,284 shares owned by a charitable foundation over which Mr. Petrello, as an officer of the foundation, has voting and dispositive power. Mr. Petrello disclaims beneficial ownership of those shares.

 

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Share Ownership of Certain Beneficial Owners

The following table contains information regarding each person known to us to beneficially own more than 5% of our outstanding common shares as of April 5, 2021, based on Schedule 13G filings made by such persons with the SEC.

 

Beneficial Owner Name and Address		Number of Shares				Percent of Total Outstanding
BlackRock, Inc. 55 East 52nd Street New York, NY 10055			1,013,057				11.91	%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355			553,003				6.50	%

The percentage of shares outstanding are based upon the Company’s total common shares outstanding as of April 5, 2021.

Blackrock: Based on a Schedule 13G filed on February 5, 2021, BlackRock and certain of its affiliates have sole voting power with respect to 1,003,780 shares and sole dispositive power with respect to 1,013,057 shares as of December 31, 2020.

Vanguard: Based on a Schedule 13G filed on February 10, 2021, The Vanguard Group and certain of its affiliates have shared voting power with respect to 5,518 shares, sole dispositive power with respect to 544,873 shares and shared dispositive power with respect to 8,130 shares as of December 31, 2020.

Certain Relationships and Related Transactions

The Board has adopted a written policy regarding the review, approval and ratification of “related-party transactions”. A “related person” is defined under applicable SEC rules and includes our directors, executive officers, beneficial owners of 5% or more of our common shares and each of their immediate family members. Under the written policy, our ESG Committee, which is comprised entirely of independent directors, is responsible for reviewing and approving in advance all transactions involving any related party of the Company. In making its determination, the Committee must consider the fairness of the transaction to the Company and the potential impact of the transaction on the director’s independence.

Mr. Crane, an independent director of our Board, controls Crane Capital Group Inc. (“CCG”), an investment management company that indirectly owns a majority interest in or otherwise controls several operating companies, some of which have provided services to the Company in the ordinary course of business, including transportation and international logistics. In 2020, the amount of the Company’s transactions with these CCG companies was $6.2 million excluding pass through charges, which the ESG Committee determined is immaterial to both the Crane companies and the Company. In its determination, the ESG Committee considered that:

 

•

The Company’s aggregate payment for services to the CCG companies constituted approximately 0.5% of the consolidated revenue of the CCG companies;

 

•

Mr. Crane was not and is not involved in the commercial decisions of either the Company or the CCG companies related to the provision of services to the Company; and

 

•

All commercial transactions between the Company and the CCG companies were and are conducted at arm’s length and in the ordinary course of business.

The ESG Committee and the Board considered the totality of the information and concluded that Mr. Crane met both the objective and subjective standards of director independence established by the NYSE, as well as the Board’s Governance Guidelines. The ESG Committee and the Board also approved ongoing ordinary-course business transactions between the Company and the CCG companies.

 

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