Item 5. Other Information
Item 5. Other Information.
Increases in Annual Cash Compensation, Long-Term Incentives (“LTI”) and Promotions
On November 1, 2021, the Board approved an increase to the base salary of Mr. Saligram and target long-term incentive opportunities for each of Messrs. Saligram, Jennings and Weatherholt, effective as of November 1, 2021, as follows:
Executive
Base Salary
LTI Target
Girish K. Saligram
$900,000 (+9.1%)
690% (+62.4%)
H. Keith Jennings
--
400% (+23.1%)
Scott C. Weatherholt
--
300% (+27.7%)
In addition, the Board approved, effective as of November 1, 2021, the promotion of Joseph H. Mongrain to Executive Vice President, Chief People Officer and Desmond J. Mills to Senior Vice President, Chief Accounting Officer.
Amendment of the Change in Control Severance Plan
On November 1, 2021, the Board approved an amendment to the Company’s Change in Control Severance Plan (the “CIC Plan”), modifying the Applicable Multiple (as defined in the CIC Plan) to be two and a half times for the President and Chief Executive Officer.
The foregoing summary is qualified in its entirety by reference to the CIC Plan, which is filed as Exhibit 10.4 to this Form 10-Q and incorporated herein by reference.
Approval of the Executive Severance Plan
On November 1, 2021, the Board, upon the recommendation of the Compensation and Human Resources Committee of the Board (the “Committee”), adopted the Weatherford International plc Executive Severance Plan (the “Severance Plan”).
The Severance Plan will cover our named executive officers (our Chief Executive Officer, Girish K. Saligram, our Chief Financial Officer, H. Keith Jennings and our Executive Vice President, General Counsel, Chief Compliance Officer, Scott C. Weatherholt) and certain employees selected by the Committee. Under the Severance Plan, participants will receive severance payments and benefits if they experience a termination of employment by the Company without “Cause” or by the participant for “Good Reason” (each as defined in the Severance Plan). Upon such a termination, participants will be able to receive (i) an amount equal to one and a half (for Mr. Saligram) or one (for other participants) times the sum of (x) the participant’s base salary as of the termination date and (y) the participant’s target bonus, (ii) a prorated target annual bonus for the year of termination, (iii) 18 or 12 months of continued health and welfare benefits and (iv) up to six months of outplacement services. In order to participate in the Severance Plan, participants must execute the Company’s form Confidentiality and Restrictive Covenant Agreement, which provides for a six-month post-termination non-competition covenant, 12-month post-termination non-solicitation of employees covenant and a perpetual non-disparagement covenant. The receipt of such severance payments and benefits is subject to the execution and non-revocation of a release of claims by the participant.
The foregoing summary is qualified in its entirety by reference to the Severance Plan, which is filed as Exhibit 10.5 to this Form 10-Q and incorporated herein by reference.
Approval of the Nonqualified Deferred Compensation Plan
On November 1, 2021, the Board, upon the recommendation of the Committee, approved and adopted the Weatherford International plc Nonqualified Deferred Compensation Plan (the “DCP”). The DCP allows each non-employee director to defer all or a portion of their equity-based awards. The DCP will apply to compensation earned and deferred after December 31, 2021.
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In accordance with the DCP, a participant may irrevocably elect to defer all or a portion of their Equity Compensation (as defined in the DCP) for a period of three to five years, unless earlier distributed upon a change in control or the participant’s separation from service, death or disability.
A participant may elect to receive payment of the deferred Equity Compensation in either (i) share units representing a number of ordinary shares of the Company subject to the deferred Equity Compensation or (ii) a combination of (x) cash equal to the fair market value of the number of share units subject to the deferred Equity Compensation multiplied by the then-effective highest marginal federal income tax rate and (y) a number of ordinary shares of the Company equal to the remaining number of shares units subject to the deferral election.
The above summary is qualified in its entirety by reference to the full text of the DCP, a copy of which is filed as Exhibit 10.6 to this report and incorporated herein by reference.
Approval of Form of Award Agreement Under the 2019 Equity Incentive Plan
On November 1, 2021, the Board approved the form of restricted share unit (“Cliff RSU”) award agreement for use under the Company’s Amended and Restated 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”). Awards made under the form Cliff RSU generally cliff vest upon the first, second or third anniversary of the date of grant.
Upon a Qualifying Termination (as defined in the CIC Plan), all RSUs granted under the form Cliff RSU award agreement will accelerate and vest upon such termination of employment.
The foregoing summary is qualified in its entirety by reference to the form of Cliff RSU award agreement, which is filed as Exhibit 10.7, to this Form 10-Q and incorporated herein by reference.
Approval of the 2021 Program and Equity Awards
On November 1, 2021, the Board, upon the recommendation of the Committee and the Company’s independent compensation counsel, adopted the Weatherford Accelerating Growth & Efficiency Program (the “Program”) and approved the form of performance share unit (“2021 Program PSU”) award agreement for use thereunder.
The Program will cover employees designated by the Committee as participants, including Messrs. Saligram, Jennings and Weatherholt. Under the Program, participants will be eligible to receive an equity award that will be earned based on share price appreciation for a sustained period of time, subject to continued employment through the payment date. The underlying metrics are competitively sensitive information; therefore, they will be disclosed only in our future disclosures as performance periods are completed.
On November 1, 2021 the Board, upon the recommendation of the Committee, granted the following awards to Messrs. Saligram, Jennings and Weatherholt pursuant to the Program:
Executive
Program Grant at Target
Girish K. Saligram
237,529
H. Keith Jennings
95,011
Scott C. Weatherholt
60,570
Awards made under the form 2021 Program PSU award agreement may be earned between 0% and 100% of the target award based on achievement of performance goals determined by the Committee and will vest following the completion of the Performance Period (as defined in the 2021 Program PSU award agreement), on December 31, 2024, subject to continued employment.
Under the form 2021 Program PSU award agreement, upon a termination of employment by the Company without Cause or by the employee for Good Reason (each, as defined in the CIC Plan) on or after January 1, 2024, a pro-rated portion of the 2021 Program PSUs shall remain eligible to vest at the end of the Performance Period based on actual performance, such pro-rated portion of the 2021 Program PSUs to be based on the number of days elapsed from the beginning of the Performance
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Period to the date of termination, if the performance targets have been achieved. In the event there is a Change in Control (as defined in the CIC Plan) and the successor has assumed the 2021 Program PSUs or provided a substitute award, if the recipient has a Qualifying Termination (as defined in the CIC Plan) or remains employed through the end of the Performance Period, the 2021 Program PSUs shall become earned and vested at target based upon the Achievement under a Change in Control metric. If the Qualifying Termination occurs prior to such Change in Control, then the 2021 Program PSUs shall become earned and vested based on actual Achievement of the Performance Goals through such Change in Control.
Any payments made pursuant to the Program will be subject to the Company’s Compensation Clawback Policy, as may be in effect from time to time.
The foregoing summary is qualified in its entirety by reference to the 2021 Program PSU award agreement, which is filed as Exhibit 10.8 to this Form 10-Q and incorporated herein by reference.
Item 6. Exhibits.
All exhibits designated with a dagger (†) are filed herewith or double dagger (††) are furnished herewith.
Exhibit Number Description Original Filed Exhibit File Number
4.1 Indenture, dated September 30, 2021, by and among Weatherford International Ltd., as issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent.
Exhibit 4.1 of the Company’s Current Report on Form 8-K filed September 30, 2021
File No. 1-36504
4.2
Form of Note (included in Exhibit 4.1).
Exhibit 4.1 of the Company’s Current Report on Form 8-K filed September 30, 2021
File No. 1-36504
4.3
Indenture, dated October 27, 2021, by and among Weatherford International Ltd., as issuer, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee
Exhibit 4.1 of the Company’s Current Report on Form 8-K filed October 27, 2021
File No. 1-36504
4.4
Form of Note (included in Exhibit 4.3).
Exhibit 4.1 of the Company’s Current Report on Form 8-K filed October 27, 2021
File No. 1-36504
10.1
Amendment No. 2 to LC Credit Agreement dated September 20, 2021, by and among Weatherford International Ltd., Weatherford International plc, Weatherford International LLC, the other guarantors party thereto, Deutsche Bank Trust Company Americas, BTA Institutional Services Australia Limited and the lenders under the LC Credit Agreement.
Exhibit 10.1 of the Company’s Current Report on Form 8-K filed September 20, 2021
File No. 1-36504
†10.2 Purchase Agreement dated September 21, 2021, by and among Weatherford International Ltd., as issuer, the guarantors party thereto, the initial purchasers party thereto and Deutsche Bank Securities Inc., as representative of the initial purchasers.
File No. 1-36504
†10.3 Backstop Agreement dated September 20 , 2021, by and among Weatherford International Ltd., as issuer, the guarantors party thereto and certain funds managed by Franklin Advisers, Inc., as commitment parties thereto.
File No. 1-36504
†*10.4 Second Amended and Restated Weatherford International PLC Change in Control Severance Plan
File No. 1-36504
†*10.5 Weatherford International plc Executive Severance Pla n
File No. 1-36504
†*10.6 Weatherford International plc Nonqualified Deferred Compensation Plan
File No. 1-36504
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Exhibit Number Description Original Filed Exhibit File Number
†*10.7 Form of Restricted Share Unit Award Agreement
File No. 1-36504
†*10.8
Form of Performance Share Unit Award Agreement
File No. 1-36504
†31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
File No. 1-36504
†31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
File No. 1-36504
††32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
File No. 1-36504
††32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
File No. 1-36504
†101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
†101.SCH XBRL Taxonomy Extension Schema Document
†101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
†101.DEF XBRL Taxonomy Extension Definition Linkbase Document
†101.LAB XBRL Taxonomy Extension Label Linkbase Document
†101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Management contract or compensatory plan or arrangement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Weatherford International plc
Date: November 2, 2021 By: /s/ H. Keith Jennings
H. Keith Jennings
Executive Vice President and
Chief Financial Officer
Date: November 2, 2021 By: /s/ Desmond J. Mills
Desmond J. Mills
Vice President and
Chief Accounting Officer
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