NBR-A Nabors Industries Ltd

Notice of 2022 Annual General Meeting of Shareholders

Tuesday, June 7, 2022, 10:00 A.M. CDT

The Offices of Nabors Corporate Services, Inc., 515 W. Greens Rd., Houston, Texas 77067

April 27, 2022   Dear Fellow Shareholder:

On behalf of the Board of Directors (the “Board”) of Nabors Industries Ltd. (“Nabors,” or the “Company”), we cordially invite you to attend the Company’s 2022 annual general meeting of shareholders to be held at the offices of our subsidiary, Nabors Corporate Services, Inc., 515 W. Greens Rd., Houston, Texas, 77067 on June 7, 2022 at 10:00 A.M. CDT (the “meeting”). You are entitled to vote at the meeting if you were a shareholder of record at the close of business on April 8, 2022. This year, shareholders will consider:

The Company’s annual audited financial statements for the year ended December 31, 2021, also will be presented at the meeting.

Further information regarding the meeting and the above proposals is set forth in the Proxy Statement. We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 27, 2022. Shareholders who have requested a paper copy of the Proxy Statement and the Company’s 2021 Annual Report will receive those documents. The Notice contains instructions on how to access the proxy materials, vote online and obtain a paper copy of the proxy materials.

YOUR VOTE IS VERY IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE. We hope you will read the Proxy Statement and 2021 Annual Report and submit your proxy, or use telephone or Internet voting, prior to the meeting. Even if you plan to attend the meeting, please submit a proxy as soon as possible to ensure that your shares are voted at the meeting in accordance with your instructions.

On behalf of the Board and our management team, I extend our appreciation for your continued support.

Sincerely yours,

ANTHONY G. PETRELLO

Chairman, President and Chief Executive Officer

April 27, 2022

Dear Fellow Shareholder:

It is an honor to continue to serve as Nabors’ Lead Director and, on behalf of the entire Board, we thank you for your continued investment in Nabors. Reflecting on the past year, it is remarkable what we have seen: a dramatic recovery across the economy, though not without some fits and starts and continued uncertainty; oil prices closing the year 50% higher than at the start of the year; deepening urgency and resolve around energy transition and decarbonization and the role and responsibility the energy industry must play; and, as always, the resiliency, dedication and creativity of Nabors’ management and employees in the face of these dynamics. We are immensely proud of the Company’s efforts and how they are reflected in our 2021 results, not least for how they position us for the future.

Executing On Our Strategic Priorities

2021 was largely characterized by an improving macro environment and a rebound in oil prices, which has undoubtedly improved the outlook for our entire industry. The drivers of our exceptional performance this year, however, were unique to Nabors and underpinned by the robust execution of our team and continued progress on our five strategic focus areas:

These results and our continued progress across these strategic priorities again demonstrate the commitment of our employees and will underpin our long-term future success.

Continued Engagement with Our Shareholders

We remained highly focused on continuing our track record of shareholder engagement in 2021, with even broader outreach across our shareholder base. Over the past year, members of our Board reached out to shareholders representing approximately 54% of outstanding shares and engaged with holders representing over 35% of outstanding shares. We also held discussions with representatives from the two largest proxy advisory firms. I personally participated in several of these dialogues, along with the Chair of our Compensation Committee, our Corporate Secretary and a small team of experts from Nabors. We listened to the issues that matter to you, and we are acting on them. We continue to emphasize the importance of our ESG program as we deliver the financial results, and we have continued our long-term program of debt reduction and fiscal responsibility. We are continually grateful for the opportunity to engage with our shareholders on these matters. We received valuable feedback from these conversations that greatly influenced our compensation decisions, and which is detailed in the letter authored by our Compensation Committee Chair and the detailed CD&A that follows.

Delivering on ESG Priorities

Our ESG commitment remains crucial to Nabors’ long-term strategy and value creation. Moreover, the past year has shown the need for energy companies to play a significant role in the energy transition and that continued hydrocarbon extraction must be done with a demonstrable reduction in the environmental impact. In 2021, Nabors:

Looking Ahead

While considerable uncertainty remains as we navigate the third year of a global pandemic, we are as optimistic as ever about the outlook for Nabors. We believe several factors will drive our long-term performance, including but not limited to the following:

We look forward to continuing our dialogue with our shareholders and broader stakeholders on the issues that matter most to you. We believe the continued evolution of our ESG program, executive compensation plan and overall business strategy has benefitted from our deep engagement with shareholders. These developments position us to continue delivering value for shareholders and stakeholders alike.

Sincerest regards,

JOHN YEARWOOD

Lead Independent Director

PROXY SUMMARY

This summary highlights information contained in this Proxy Statement. It does not contain all the information that you should consider before voting. We encourage you to read the entire Proxy Statement. For information regarding the Company’s 2021 financial performance, please read our 2021 Annual Report. The annual meeting will take place:

Please vote your shares promptly, as this will save the expense of additional proxy solicitation. You may submit your vote by Internet, telephone, mail or in person.

		Visit the website listed on your proxy card/voting instruction form to vote via the Internet.				Call the telephone number on your proxy card/voting instruction form to vote by telephone.
		Sign, date and return your proxy card/voting instruction form to vote by mail.				Vote in person at the annual meeting. Owners with shares held through a bank or broker may vote in person at the meeting if they have a legal proxy from the bank or broker and bring it to the meeting.

Items to Be Considered & Board Recommendations

 

Item				Votes Required for Approval		Board’s Voting Recommendation		Page Reference
Item 1		Elect directors		Plurality of votes cast		FOR		18
Item 2		Approve and appoint PricewaterhouseCoopers LLP as our independent auditor for the year ending December  31, 2022 and authorize the Board’s Audit Committee to set the independent auditor’s remuneration		Majority of votes present		FOR		27
Item 3		Approve, on an advisory basis, the compensation of the Company’s named executive officers		Majority of votes present. The vote on this item is nonbinding, but the Board will consider the results of the vote in making future decisions		FOR		57
Item 4		Approve Amendment No. 2 to the Company’s Amended and Restated 2016 Stock Plan		Majority of votes present		FOR		58

 

		This Proxy Statement and our 2021 Annual Report are available electronically on our hosted website at www.proxyvote.com and accessible via the QR code at the right. The Notice and proxy materials are first being made available to our shareholders on or about April 27, 2022.

 

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Shareholder Engagement

Why We Engage

We believe that dialogue with shareholders and key stakeholders affords our Board and management team deep, important insights on the most important topics facing our Company. We regularly engage with shareholders throughout the year on topics ranging from our business strategy and performance, to ESG and compensation issues. Doing so allows for more focused, effective responses to issues and questions as they arise.

How We Engage

 

Outreach   Shareholders are engaged through various methods, including one-on-one meetings, analyst conferences, investor meetings, panel discussions, and the annual shareholder meeting.

»

Discussion   Active discussions involving management and independent directors, including our lead independent director, are the key to gaining insight and understanding of investor questions and concerns.

»

Feedback   Shareholder feedback from any medium is shared with management and the Board of Directors.

»

Results   Serious matters are deliberated by the Board, which converts shareholder feedback into tangible actions.

Scope of Recent Engagement

Over the past year we reached out to 16 of our largest institutional shareholders, representing approximately 54% of our common shares outstanding, in an effort to better understand their perspectives on important compensation and governance matters. Ultimately we held discussions with shareholders representing over 35% of our outstanding shares as of year-end 2021. The Chair of the Compensation Committee, the Lead Director, and the Corporate Secretary participated in several of these discussions along with a small team of experts from Nabors. Our investor relations team also engaged in dialogue on a regular basis with a number of shareholders in 2021.

In addition to providing updates on our business strategy and performance, we discussed the following matters:

Corporate Governance Best Practices

 

✓   Independent Lead Director		✓   Significant stock ownership across key executives
✓   Annual director elections		✓   Proxy access
✓   Fulsome Board evaluation process		✓   Continuing education for directors
✓   Dedicated ESG Committee		✓   Shareholder right to call special meetings
✓   Active shareholder engagement program		✓   Majority independent Board
✓   Gender, ethnic and cultural diversity among Board and management

 

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ENVIRONMENTAL 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 our business conduct is of equal importance to our results.

OUR PEOPLE

Our Human Capital is our most important asset. When our people feel safe, understood, valued and respected, our workplace becomes a better place for all of us.

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Our shareholders elect the Board of Directors 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.

Role of the Board of Directors

The Board directs the management of the Company’s business and affairs, and, while retaining ultimate oversight responsibilities, selects executive officers to manage the day-to-day operations of the Company. 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.

Board Involvement in Nabors

Our Board members are actively involved in on-going oversight of the Company’s activities. Board and Committee meetings typically involve several days of preparation and meeting time, often involving travel to one of our business operations locations, so that Board members have a “field-level” view of the business and its people. In addition to the 21 Board and Committee meetings held throughout 2021, our Board members routinely met with members of Nabors’ senior leadership, shareholders, key customers, vendors, and other stakeholders in order to listen, learn, and educate themselves.

Shareholder Communication with the Board

Shareholders and other interested parties may contact any of the Company’s directors (as a group or individually), Board 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 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.

Overview of Key Governance Topics

Board Leadership Structure

Although our Governance Guidelines provide for an independent chair of the Board following the tenure of our current Chairman and CEO, the Board believes that the current combination of the chair with an experienced, independent Lead Director creates an effective and balanced Board leadership structure for the Company at this time. The Board believes that Mr. Petrello is best positioned to chair regular Board meetings, because of his primary responsibility for the Company’s day-to-day operations and his extensive knowledge and understanding of the Company. Furthermore, combining the roles of Chair 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 Chair 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.

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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 Chair of the Compensation Committee and others in extensive communications with significant shareholders and other stakeholders 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 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 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 member 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 Evaluation

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Risk Oversight

Our full Board is responsible for risk oversight. The Risk Oversight Committee is delegated by the Board to oversee the Company’s policies and processes regarding risk assessment and risk management, and the Company’s enterprise risk management, compliance, and operational control activities. The Risk Oversight Committee meets at least quarterly to evaluate the Company’s risk exposure and tolerance.

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The Board also has a procedure in place for employees, shareholders and any other person 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.

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.

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 vendors 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 ESG Committee, (4) the Risk Oversight Committee, (5) the Technology and Safety Committee, and (6) the Executive 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 100% of all meetings and information sessions of the Board and Committees on which he or she served during 2021. We encourage our Board members to attend the Annual General Meeting of Stockholders. In 2021, all Board members attended the 2021 Annual General Meeting.

The following chart shows the current membership and Chair of each Committee, and the number of meetings held by each Committee during 2021.

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Board Practices and Commitment

The Board held four meetings during 2021, in addition to numerous information sessions. The Board also took action by unanimous written consent when appropriate. Each of the Audit Committee, ESG, Risk Oversight, and Technology and Safety committees met 4 times; the Compensation Committee met 5 times; and the Executive Committee took action on 8 occasions 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 2021 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 management. Our standard practice is to permit all Board members to attend Committee meetings. 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 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.

Key Committee Responsibilities

The following tables show the key responsibilities of each Board Committee.

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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 the components of director compensation; in other words, such compensation may consist of cash, equity or other consideration, up to the aggregate limit of $550,000. 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.

Midway through 2021, we reinstated the full annual retainer to our non-employee directors, which had been reduced in 2020. This reinstatement was not retroactive. Committee member, chair, and Lead Director fees remain at the reduced levels established in 2019. Current retainers are as follows:

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.

The 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.

The following table sets forth information concerning total director compensation in 2021 for each non-employee director. Mr. Petrello, who was an employee of the Company throughout 2021, 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 8, 2022, Nabors had 10,478,162 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 8, 2022, 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(1)		Amount and Nature of Beneficial Ownership(2)				Percent of Total Outstanding(3)
Tanya S. Beder			9,440				*
Anthony R. Chase			7,090				*
James R. Crane			12,064				*
John P. Kotts			19,898				*
Michael C. Linn			10,889				*
Anthony G. Petrello(4)			491,324				4.62	%
John Yearwood			17,079				*
Mark D. Andrews			3,519				*
William J. Restrepo			139,151				1.32	%
All directors and executive officers as a group			710,454				6.63	%

 

*	Less than 1%

 

(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.

 

(2)

We have included in the table common shares underlying stock options and warrants that have vested or are scheduled to vest within 60 days of April 8, 2022. For purposes of computing the percentage of shares held by the persons named above, such option and warrant 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 and warrants, respectively, or those vesting within 60 days of April 8, 2022, included in the table are as follows: Ms. Beder – 60 and 2,679; Mr. Chase – 1,141 and 1,699; Mr. Crane – 1,175 and 3,110; Mr. Kotts – 9,609 and 3,133; Mr. Linn – 0 and 3,110; Mr. Petrello – 0 and 161,994; Mr. Restrepo – 0 and 40,711; Mr. Yearwood – 0 and 4,879; and all directors/executive officers as a group – 11,985 and 221,315. Restricted share awards are considered outstanding shares and therefore are included in the table above regardless of vesting schedule.

 

(3)	The percentage of class owned is based on the Company’s total common shares outstanding as of April 8, 2022, the record date for this year’s meeting.

 

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Delinquent Section 16(a) Reports.

All of our directors and executive officers are required to file reports of share ownership and reports of changes in ownership with the SEC pursuant to Section 16(a) of the Exchange Act. To our knowledge, and based solely on our review of the copies of Forms 3, 4 and 5 and amendments thereto furnished to us during 2021, and written representations from our directors and executive officers, we believe that all Section 16(a) filing requirements were met for such directors and executive officers in 2021 in a timely manner, with the exception of a single transaction by Mr. Chase in which a Form 4 was not timely filed on July 2, but was filed on the next day on which the SEC was open.

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 8, 2022, based on Schedule 13G filings made by such persons with the SEC.

 

Beneficial Owner Name and Address		Amount and Nature of Beneficial Ownership				Percent of Total Outstanding(1)
BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055			1,265,676				12.08	%
The Vanguard Group(3) 100 Vanguard Blvd. Malvern, PA 19355			541,000				5.16	%

 

(1)	The percentage of shares outstanding are based upon the Company’s total common shares outstanding as of April 8, 2022.

 

(2)	Based on a Schedule 13G/A filed on March 11, 2022, BlackRock and certain of its affiliates have sole voting power with respect to 1,244,875 shares and sole dispositive power with respect to 1,265,676 shares as of December 31, 2021.

 

(3)	Based on a Schedule 13G filed on February 8, 2022, The Vanguard Group and certain of its affiliates have shared voting power with respect to 5,424 shares, sole dispositive power with respect to 530,323 shares and shared dispositive power with respect to 10,677 shares as of December 31, 2021.

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 2021, the amount of the Company’s transactions with these CCG companies was $5.8 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 0.3% 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.

 

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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. Mr. Crane was available to answer questions about the transactions and the relationship between the Company and the CCG companies, but otherwise abstained from any discussion, consideration, or vote of the Board on this subject.

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Director Dashboard

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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.

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.

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.

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Tanya Beder currently serves as the Chair and CEO of SBCC Group, Inc. (“SBCC”), which she founded in 1987. SBCC is an independent advisory firm 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, CA, where she is Chair of the Board. She has served since 2019 as a member of the Kirby Corporation Board of Directors on the Audit and Governance committees. Ms. Beder holds a Certificate in Cybersecurity Oversight from the Software Engineering Institute of Carnegie Mellon University.

Previously, Ms. Beder was 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; and President of Capital Market Risk Advisors, Inc. 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 after serving six years at the National Academy of Sciences on the Board of Mathematics and their Applications. Ms. Beder is a Board Member Emeritus of the International Association of Quantitative Finance, where she previously served as Chair. She is an appointed Fellow of the International Center for Finance at Yale University and taught courses on finance and fintech at Stanford University.

Ms. Beder holds a B.A. in mathematics and philosophy from Yale University, and an MBA from Harvard Business School.

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Tony Chase is Chair and Chief Executive Officer of ChaseSource, L.P., a Houston-based staffing, facilities management, and real estate development firm that he founded in 2001, which is recognized as one of the nation’s largest minority-owned businesses by Black Enterprise magazine. Mr. Chase was a founder of three other ventures he sold: Chase Radio partners, founded in 1992; Cricket Wireless, a nationwide mobile phone service provider that he started together with Qualcomm in 1993; and ChaseCom, L.P., a global customer relationship management and staffing services company.

Mr. Chase currently serves as a director of Cullen/Frost Bankers, Inc. (NYSE:CFR), LyondellBassell Corporation (NYSE: LYB), Par Pacific Holdings (NYSE: PARR), and Heritage-Crystal Clean, Inc. (NASDAQ: HCCI). He also serves on the board of directors of our joint venture in Saudi Arabia, SANAD. Mr. Chase previously served on the boards of Anadarko Petroleum Corporation, Paragon Offshore plc, Sarepta Therapeutics, Inc., and Western Midstream Operating, LP.

Mr. Chase is on the board of directors of several non-profit boards: Houston Endowment, Greater Houston Partnership, Texas Medical Center, MD Anderson Board of Visitors, University of Texas School of Architecture Advisory Council, and the Greater Houston Community Foundation. Mr. Chase served as Deputy Chair of the Federal Reserve Bank of Dallas and the Chair 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. Mr. Chase was also until recently a tenured Professor of Law at the University of Houston Law Center, a position he held since 1990.

Mr. Chase holds an A.B. with honors from Harvard College and M.B.A. and J.D. degrees from Harvard Business School and Harvard Law School, respectively.

Jim Crane is the Chair and CEO of Crane Capital Group Inc., an investment management company, a position he has held 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 105 offices in 30 countries, and Crane Freight & Cartage. In addition, in 2011 Mr. Crane led an investor group that purchased the Houston Astros.

Mr. Crane was Founder, Chair 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. He also previously served on the boards of directors of Cargojet, Inc. (TO: CJT) and Western Gas Holdings, LLC.

Mr. Crane serves as the Chair of the Board of the Houston Astros Foundation as well as the Houston Astros Golf Foundation. He holds a B.S. in Industrial Safety from Central Missouri State University.

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John Kotts is a private investor and entrepreneur. Through his management company, J.P. Kotts & Co., Inc., Mr. Kotts 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 of C&J Energy Services Ltd. from March 2015 to September 2015.

Mr. Kotts 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.

Mike Linn is the President and CEO of MCL Ventures, LLC, an oil, gas and real estate investment firm. He is the former Chair, CEO, President and Director of LINN Energy, LLC, which he founded in 2003. Mr. Linn is a member of the Board of Directors of the general partner of Black Stone Minerals, L.P., a member of the Board of Directors of CRP XII (Caliber Partners), and a member of the Board of Managers of Cavallo Mineral Partners. He also serves as a Senior Advisor to the Board of Directors of Quantum Energy Partners, LLC.

Mr. Linn previously served as the Non-Executive Director and Chair of the Safety, Health, Environment, Security and Ethics Committee for Centrica plc. He has also served as a director of C&J Energy Services Ltd., Western Refining Logistics GP, and Jagged Peak Energy Inc.

He serves as a member of the National Petroleum Council’s Board of Directors and as Chair of the Education Committee of the Independent Petroleum Association of America. He also served as Chair and director of the Natural Gas Council, as a director of the Natural Gas Supply Association, as Chair 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 serves as Chair of the Board of Trustees of Texas Children’s Hospital and is a Senior Member of the Board of Visitors of M.D. Anderson Cancer Center. He is also a member of the Board of Directors of the Houston Police Foundation.

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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Tony Petrello has served as the Chairman of the Board of Nabors since 2012, and as a director since 1991. From 2003 to 2012, he served as the Deputy Chairman of the Board. Since 2011, Mr. Petrello has also served as President and CEO of Nabors, and was President and Chief Operating Officer from 1991-2011. Mr. Petrello also serves as a director of Hilcorp Energy Company and as an officer and director of Nabors Energy Transition Corp., a special purpose acquisition company co-sponsored by Nabors in 2021. He is also a member of the Board of Trustees of Texas Children’s Hospital and an advocate for research and clinical programs to address the needs of children with neurological disorders.

In 2018, Mr. Petrello was the recipient of the Offshore Energy Center Pinnacle Award, which recognizes leaders for advancing technologies that have significantly enhanced the oil and gas industry. Prior to this, in 2011, Mr. Petrello and his wife, Cynthia, received the Woodrow Wilson Award for Public Service from the Smithsonian Institution for their philanthropic efforts.

Mr. Petrello holds a J.D. degree from Harvard Law School and B.S. and M.S. degrees in Mathematics from Yale University.

John Yearwood currently serves on the boards of directors of TechnipFMC plc (NYSE:FTI) and Nabors Energy Transition Corp., a special purpose acquisition company co-sponsored by Nabors in 2021. He also serves on the boards of directors of Sheridan Production Partners III, 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, Dixie Electric LLC until November 2018, and Barra Energia LLC until December 2020. 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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William Restrepo has served as Chief Financial Officer 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, and also works closely on corporate development initiatives. He also leads the implementation of Nabors’ strategy to invest in companies within the energy transition field.

Mr. Restrepo formerly served as Chief Financial Officer at Pacific Drilling S.A. from February 2011 to February 2014, as Chief Financial Officer at Seitel from 2005 to 2009, and as Chief Financial Officer at Smith International, Inc. from 2009 to 2010 until its merger with Schlumberger Limited. 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 recently joined the board of directors of Sage Geosystems and has served on the board of Quaise Inc. since August 2021. From 2018 to 2021, Mr. Restrepo served on the board of Reelwell AS, a Norwegian-based provider of advanced drilling technology. He served on the board of SANAD (Nabors’ joint venture with Saudi Aramco) from 2017 to 2020, and previously served 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.

Mark Andrews has served as the 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 an Honors B.B.A. degree from Wilfrid Laurier University and is also a Chartered Professional Accountant, Chartered Secretary and a CFA charterholder.

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 2023 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.

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 page 69 of this Proxy Statement.

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