Noble (NE) Proxy filing summary

Executive summary

• Achieved significant growth in 2025, completing the integration of Diamond Offshore and expanding contract backlog by 15% to $7.0 billion, despite industry headwinds.

• Distributed $320 million in dividends and $20 million in share repurchases in 2025, maintaining a focus on shareholder returns and financial discipline.

• Board composition reflects diversity from recent M&A, with new director nominees and a strong mix of skills and backgrounds.

• Continued robust shareholder engagement, reaching out to holders of 61% of shares and integrating feedback into governance and compensation decisions.

Voting matters and shareholder proposals

• Shareholders will vote on the election or re-election of seven directors, ratification of auditors, approval of executive compensation, directors’ remuneration report and policy, and authorizations for share allotment and pre-emption rights.

• Advisory votes on executive compensation and directors’ remuneration report are included, with a binding vote on the remuneration policy.

• Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• Board comprises seven nominees, including one woman and one African American, representing four nationalities.

• 71.4% of directors are independent; average tenure is four years and average age is 57.

• Board committees (Audit, Compensation, Nominating & Governance, Safety & Sustainability) are composed entirely of independent directors.

• Regular board refreshment and mandatory retirement age of 72 support ongoing renewal.

• Board leadership structure separates Chair and CEO roles, with an independent Chair presiding.