DEFA14A 1 d44277ddefa14a.htm DEFA14A

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NABORS INDUSTRIES LTD. 2021 Proxy Supplement 1NABORS INDUSTRIES LTD. 2021 Proxy Supplement 1

Nabors at a Glance We own and operate one of the world’s largest onshore oil & gas drilling fleets Key Facts • Founded: 1952 • Ticker: NBR (NYSE) • YTD Return: +60% as of March 31, 2021 • 2020 Revenue: $2.1 billion • Headquarters: Bermuda • Countries with Operations: 20 1 • Employees : ~10,000 (~7,000 international) 1 2 Primary Reportable Business Segments 2020 Revenue Mix Operates one of the largest land- U.S. Drilling based drilling rig fleets in the U.S. U.S. Drilling and offshore rigs in Gulf of Mexico Canada 33% Rig Drilling 35 land-based drilling rigs Technologies 3% Canada Drilling marketed, focused on horizontal 6% wells 116 land-based and 15 offshore Drilling International Drilling drilling rigs marketed Solutions International 7% Offers specialized drilling Drilling Drilling Solutions technologies, systems and services 53% Manufactures and markets drilling- Rig Technologies related equipment 2 (1) As of December 31, 2020. (2) Segments exclude other reconciling items.Nabors at a Glance We own and operate one of the world’s largest onshore oil & gas drilling fleets Key Facts • Founded: 1952 • Ticker: NBR (NYSE) • YTD Return: +60% as of March 31, 2021 • 2020 Revenue: $2.1 billion • Headquarters: Bermuda • Countries with Operations: 20 1 • Employees : ~10,000 (~7,000 international) 1 2 Primary Reportable Business Segments 2020 Revenue Mix Operates one of the largest land- U.S. Drilling based drilling rig fleets in the U.S. U.S. Drilling and offshore rigs in Gulf of Mexico Canada 33% Rig Drilling 35 land-based drilling rigs Technologies 3% Canada Drilling marketed, focused on horizontal 6% wells 116 land-based and 15 offshore Drilling International Drilling drilling rigs marketed Solutions International 7% Offers specialized drilling Drilling Drilling Solutions technologies, systems and services 53% Manufactures and markets drilling- Rig Technologies related equipment 2 (1) As of December 31, 2020. (2) Segments exclude other reconciling items.

Global Operations with Complementary Business Lines Alaska Countries with Nabors Operations • 16 rigs • 19% utilization in 4Q’20 Rest of World • NDS services • Rig technology Canada • 35 land-based drilling rigs • Avg. 9 rigs working in 2020 • 12 rigs have bi-fuel capabilities • NDS services • Rig technology U.S. Offshore • 12 rigs U.S. Lower 48 • 17% utilization in 4Q’20 • 186 rigs, including 110 High • NDS services Spec • Rig technology • 29% utilization in 4Q’20 (48% for High Spec) • Rig count increased by ~30% through 4Q’20 International • ~15% of operating rigs are • 116 land-based drilling rigs running on highline power or operating in approximately 14 bi-fuel countries • NDS services • 38 working rigs in Saudi • Rig technology Arabia; 50/50 JV with Saudi Aramco • Total utilization of 47% in 4Q’20 • NDS services • Rig technology 3Global Operations with Complementary Business Lines Alaska Countries with Nabors Operations • 16 rigs • 19% utilization in 4Q’20 Rest of World • NDS services • Rig technology Canada • 35 land-based drilling rigs • Avg. 9 rigs working in 2020 • 12 rigs have bi-fuel capabilities • NDS services • Rig technology U.S. Offshore • 12 rigs U.S. Lower 48 • 17% utilization in 4Q’20 • 186 rigs, including 110 High • NDS services Spec • Rig technology • 29% utilization in 4Q’20 (48% for High Spec) • Rig count increased by ~30% through 4Q’20 International • ~15% of operating rigs are • 116 land-based drilling rigs running on highline power or operating in approximately 14 bi-fuel countries • NDS services • 38 working rigs in Saudi • Rig technology Arabia; 50/50 JV with Saudi Aramco • Total utilization of 47% in 4Q’20 • NDS services • Rig technology 3

Significant Accomplishments in a Challenging Year • Amid the challenges of 2020, the Board and management team remained highly focused on executing against Nabors’ long-term strategy, yielding meaningful results • The full Board and each Committee were deeply engaged in overseeing and supporting the Company’s actions, requiring numerous information sessions to be held throughout the year Challenges We Faced What We Accomplished • The concurrent collapse in oil demand and • Reduced total debt by roughly $365 million (nearly 11%) challenging operating environment caused by and net debt by roughly $394 million (nearly 14%) the COVID-19 pandemic • Increased full-year daily margin in our U.S. Drilling • The oil price shock as a result of the onset of segment by $699, or nearly 6% and increased full-year the Russia-Saudi Arabia price war daily margin in our International segment by $177, or more than 1% • Extreme oil market volatility, best exemplified by near-month West Texas Intermediate crude • Reduced general and administrative plus research and oil briefly falling below $0 per barrel engineering expense by 23% • An overall dramatic fall-off in oil operations: • Reduced capital spending by 54% from mid-March through mid-August, the • Amended our revolving credit facility to remove the Lower 48 land rig count declined by 534 rigs, leverage ratio covenant and give us greater financial or 70%; From February through October, the flexibility international rig count, excluding the United States, declined by 598 rigs, or 45% • Expanded our portfolio of advanced digital technologies with the introductions of our RigCLOUD® platform for digital operations and our SmartDRILL™ automated drilling software • Improved our enterprise-wide safety record during 2020, setting a new standard, for the Company and our closest competitors, in recordable incident rate • Deepened our ESG reporting 4Significant Accomplishments in a Challenging Year • Amid the challenges of 2020, the Board and management team remained highly focused on executing against Nabors’ long-term strategy, yielding meaningful results • The full Board and each Committee were deeply engaged in overseeing and supporting the Company’s actions, requiring numerous information sessions to be held throughout the year Challenges We Faced What We Accomplished • The concurrent collapse in oil demand and • Reduced total debt by roughly $365 million (nearly 11%) challenging operating environment caused by and net debt by roughly $394 million (nearly 14%) the COVID-19 pandemic • Increased full-year daily margin in our U.S. Drilling • The oil price shock as a result of the onset of segment by $699, or nearly 6% and increased full-year the Russia-Saudi Arabia price war daily margin in our International segment by $177, or more than 1% • Extreme oil market volatility, best exemplified by near-month West Texas Intermediate crude • Reduced general and administrative plus research and oil briefly falling below $0 per barrel engineering expense by 23% • An overall dramatic fall-off in oil operations: • Reduced capital spending by 54% from mid-March through mid-August, the • Amended our revolving credit facility to remove the Lower 48 land rig count declined by 534 rigs, leverage ratio covenant and give us greater financial or 70%; From February through October, the flexibility international rig count, excluding the United States, declined by 598 rigs, or 45% • Expanded our portfolio of advanced digital technologies with the introductions of our RigCLOUD® platform for digital operations and our SmartDRILL™ automated drilling software • Improved our enterprise-wide safety record during 2020, setting a new standard, for the Company and our closest competitors, in recordable incident rate • Deepened our ESG reporting 4

Responding to Shareholder Feedback Over the past year, we reached out to holders of 35% of outstanding shares to hear their feedback; members of our Board and management team engaged with holders of 26% of outstanding shares. The feedback was invaluable and greatly influenced the Compensation Committee’s decision-making process What We Heard Responsive Action Taken Based on Shareholder Feedback ✓ For 2020, CEO base salary was reduced by ~$440K (25%) ✓ For 2020, reduced the TSR Share award by two-thirds, for a grant-date value reduction of $2.2 million • Reduce CEO ✓ For 2021, reduced the TSR Share award by one-half, for a grant-date value reduction of $2.9 million compensation ✓ When viewed from the “fiscal-year” perspective, CEO total compensation for 2020 reflects a reduction of approximately 35% from 2019 amounts • Create further pay for ✓ Reflecting our alignment and consideration of long-term value creation, a significant amount of our CEO’s compensation performance alignment is long term and performance-based. All cash and equity incentive compensation is 100% performance-based ✓ Introduced performance and time-based Performance Share Units to replace Performance Shares • Introduce Performance ✓ Deepens executive alignment with shareholders: the number of shares earned depends on the achievement of certain Share Units and enhance one-year metrics that are pushed down to business units overall long-term nature of compensation program ✓ The underlying shares only vest over three years from the date of grant ✓ Introduced a payout cap at 5x the grant date fair value for our CEO’s 2021 TSR award • Address amount of equity ✓ Performance Share Units granted in 2021 vest in cash or shares, at the discretion of the Compensation Committee; in awarded the case of the CEO’s Performance Share Units, vesting above target payout is 100% cash ✓ The Board is proud of its incorporation of ESG goals as a component of the Performance Share Unit incentives, • Continue inclusion of reflecting our continued ESG commitment. In 2020, the CEO’s Performance Share Units metrics included a goal to ESG metrics as part of enhance overall Company ESG reporting and improve corporate diversity CEO performance goals ✓ The CEO’s goals for 2021 also include quantifiable, detailed targets and ESG measures ✓ We took decisive action to refresh the composition of the Compensation Committee to include two of our shortest- • Refresh the tenured independent directors to provide fresh and diverse perspectives; one of these directors serves as the new Compensation Committee Compensation Committee Chair ✓ Representing our shared commitment, for 2020, non-employee Directors received deferred cash of $180,000 in lieu of a • Reduce Director $250,000 annual stock grant compensation ✓ Further, we reduced director’s annual cash retainer compensation by 21% on average 5Responding to Shareholder Feedback Over the past year, we reached out to holders of 35% of outstanding shares to hear their feedback; members of our Board and management team engaged with holders of 26% of outstanding shares. The feedback was invaluable and greatly influenced the Compensation Committee’s decision-making process What We Heard Responsive Action Taken Based on Shareholder Feedback ✓ For 2020, CEO base salary was reduced by ~$440K (25%) ✓ For 2020, reduced the TSR Share award by two-thirds, for a grant-date value reduction of $2.2 million • Reduce CEO ✓ For 2021, reduced the TSR Share award by one-half, for a grant-date value reduction of $2.9 million compensation ✓ When viewed from the “fiscal-year” perspective, CEO total compensation for 2020 reflects a reduction of approximately 35% from 2019 amounts • Create further pay for ✓ Reflecting our alignment and consideration of long-term value creation, a significant amount of our CEO’s compensation performance alignment is long term and performance-based. All cash and equity incentive compensation is 100% performance-based ✓ Introduced performance and time-based Performance Share Units to replace Performance Shares • Introduce Performance ✓ Deepens executive alignment with shareholders: the number of shares earned depends on the achievement of certain Share Units and enhance one-year metrics that are pushed down to business units overall long-term nature of compensation program ✓ The underlying shares only vest over three years from the date of grant ✓ Introduced a payout cap at 5x the grant date fair value for our CEO’s 2021 TSR award • Address amount of equity ✓ Performance Share Units granted in 2021 vest in cash or shares, at the discretion of the Compensation Committee; in awarded the case of the CEO’s Performance Share Units, vesting above target payout is 100% cash ✓ The Board is proud of its incorporation of ESG goals as a component of the Performance Share Unit incentives, • Continue inclusion of reflecting our continued ESG commitment. In 2020, the CEO’s Performance Share Units metrics included a goal to ESG metrics as part of enhance overall Company ESG reporting and improve corporate diversity CEO performance goals ✓ The CEO’s goals for 2021 also include quantifiable, detailed targets and ESG measures ✓ We took decisive action to refresh the composition of the Compensation Committee to include two of our shortest- • Refresh the tenured independent directors to provide fresh and diverse perspectives; one of these directors serves as the new Compensation Committee Compensation Committee Chair ✓ Representing our shared commitment, for 2020, non-employee Directors received deferred cash of $180,000 in lieu of a • Reduce Director $250,000 annual stock grant compensation ✓ Further, we reduced director’s annual cash retainer compensation by 21% on average 5

Overview of 2020 CEO Compensation Plan Pay Element Key Design Features Objective 2020 Decision (Component) ▪ Reward the skill and expertise our ▪ 25% reduction in CEO base Base Salary ▪ Aligned with market levels of peers (Cash) CEO contributes on a day-to-day basis salary for 2020 ▪ Focus on efficient and profitable operations, preservation of shareholder ▪ Threshold-based value, improvement in competitive ▪ 100% focused on adjusted position, and ability to further capitalize ▪ CEO annual cash incentive Annual Cash EBITDA on opportunities for growth awarded following critical role Incentive ▪ No award earned unless threshold ▪ Adjusted EBITDA is a primary metric in achieving targets (Cash) level performance is achieved used by analysts for stock evaluation ▪ Furthers alignment by placing significant annual compensation at risk ▪ Reduced 2020 TSR award by ▪ Capped at target if absolute TSR is two-thirds ▪ Furthers shareholder alignment by negative ▪ 2021 TSR award capped at tying significant compensation to ▪ Based on three-year relative TSR TSR Shares five times grant earnable date achievement of strong relative total ▪ No shares earned if relative (Equity) fair value return performance over a multi-year performance is below peer group ▪ Reduced 2021 TSR award by period th 25 percentile 50% ▪ Replaces existing ▪ Earned based on achievement of Performance Shares performance goals set at or near ▪ Incorporated ESG-related grant date▪ Furthers shareholder alignment by Performance goals into PSU plan ▪ Shares only earned if performance tying significant compensation to Share Units▪ For 2021, Performance Share criteria have been achieved achievement of strategic objectives Units payable in shares or (Equity) ▪ Vests equally over a three-year critical to long-term growth cash, with all amounts earned term subject to continued **New for 2020** by CEO over target payable employment with the Company only in cash Nabors has continued to evolve its executive compensation in response to macro issues and shareholder feedback 6 Long-Term Short-TermOverview of 2020 CEO Compensation Plan Pay Element Key Design Features Objective 2020 Decision (Component) ▪ Reward the skill and expertise our ▪ 25% reduction in CEO base Base Salary ▪ Aligned with market levels of peers (Cash) CEO contributes on a day-to-day basis salary for 2020 ▪ Focus on efficient and profitable operations, preservation of shareholder ▪ Threshold-based value, improvement in competitive ▪ 100% focused on adjusted position, and ability to further capitalize ▪ CEO annual cash incentive Annual Cash EBITDA on opportunities for growth awarded following critical role Incentive ▪ No award earned unless threshold ▪ Adjusted EBITDA is a primary metric in achieving targets (Cash) level performance is achieved used by analysts for stock evaluation ▪ Furthers alignment by placing significant annual compensation at risk ▪ Reduced 2020 TSR award by ▪ Capped at target if absolute TSR is two-thirds ▪ Furthers shareholder alignment by negative ▪ 2021 TSR award capped at tying significant compensation to ▪ Based on three-year relative TSR TSR Shares five times grant earnable date achievement of strong relative total ▪ No shares earned if relative (Equity) fair value return performance over a multi-year performance is below peer group ▪ Reduced 2021 TSR award by period th 25 percentile 50% ▪ Replaces existing ▪ Earned based on achievement of Performance Shares performance goals set at or near ▪ Incorporated ESG-related grant date▪ Furthers shareholder alignment by Performance goals into PSU plan ▪ Shares only earned if performance tying significant compensation to Share Units▪ For 2021, Performance Share criteria have been achieved achievement of strategic objectives Units payable in shares or (Equity) ▪ Vests equally over a three-year critical to long-term growth cash, with all amounts earned term subject to continued **New for 2020** by CEO over target payable employment with the Company only in cash Nabors has continued to evolve its executive compensation in response to macro issues and shareholder feedback 6 Long-Term Short-Term

Impact of New Performance Share Units on 2020 Summary Compensation Table Based on shareholder feedback, Nabors replaced its Performance Shares with Performance Share Units, resulting in a one-time anomaly in the Company’s reported compensation • Unlike Performance Shares, which are 2020 Supplemental CEO Summary Compensation Table backward looking and granted at the end of the performance period, Performance Share Non-Equity Change in Executive Stock Incentive Plan Pension Value All Other Total “Fiscal- Units are forward looking and are granted at Officer Salary Awards Compensation and NDCE Compensation Year” Pay the beginning of the applicable performance period 1,307,115 5,361,842 1,743,000 253,970 1,325,198 9,991,125 CEO • Due to the timing of this change, which was made following shareholder discussions, 2020 Fiscal-Year Based Compensation Overview both forms of compensation were granted in Salary the same year and must be reported as Equity Awards $17,538,345 such, although they were not awarded for Performance Awards the same year All Other Compensation Change in Pension Value and NDCE • Because equity compensation is required to be reported in the year it is granted, this $9,991,125 Grant date value of Performance creates a “double-up” optics issue within Shares granted for 2019 performance our Summary Compensation Table whereby the figures appear inflated and require this additional context • Going forward, reporting will reflect only PSUs, which will correct the “double-up” anomaly Summary Compensation Total Fiscal-Year Table Comp. Pay NDCE: Nonqualified Deferred Compensation Earnings 7Impact of New Performance Share Units on 2020 Summary Compensation Table Based on shareholder feedback, Nabors replaced its Performance Shares with Performance Share Units, resulting in a one-time anomaly in the Company’s reported compensation • Unlike Performance Shares, which are 2020 Supplemental CEO Summary Compensation Table backward looking and granted at the end of the performance period, Performance Share Non-Equity Change in Executive Stock Incentive Plan Pension Value All Other Total “Fiscal- Units are forward looking and are granted at Officer Salary Awards Compensation and NDCE Compensation Year” Pay the beginning of the applicable performance period 1,307,115 5,361,842 1,743,000 253,970 1,325,198 9,991,125 CEO • Due to the timing of this change, which was made following shareholder discussions, 2020 Fiscal-Year Based Compensation Overview both forms of compensation were granted in Salary the same year and must be reported as Equity Awards $17,538,345 such, although they were not awarded for Performance Awards the same year All Other Compensation Change in Pension Value and NDCE • Because equity compensation is required to be reported in the year it is granted, this $9,991,125 Grant date value of Performance creates a “double-up” optics issue within Shares granted for 2019 performance our Summary Compensation Table whereby the figures appear inflated and require this additional context • Going forward, reporting will reflect only PSUs, which will correct the “double-up” anomaly Summary Compensation Total Fiscal-Year Table Comp. Pay NDCE: Nonqualified Deferred Compensation Earnings 7

Compensation Committee’s Process for 2020 CEO Pay • The Compensation Committee engaged in a year-round, thoughtful process to assess CEO performance in relation to the adjusted business unit targets adopted amid the challenging operating environment • Overall, the Committee met five times in 2020 and took action via unanimous written consent on four other occasions January July April 20 • The Compensation Committee approved • The Compensation Committee reviewed the new targets • Near-month West performance goals and metrics for the CEO and determined not to make adjustments to CEO Texas Intermediate compensation, but to continue to evaluate performance in crude oil falls below $0 relation to the targets March 8 Mid-August • Russia-Saudi Arabia oil June • Lower 48 rig count has price war begins• Management revised performance December declined by 534 rigs, metrics for each business unit in order • The Compensation Committee ultimately down 70% since mid- March 11 to incentivize employees amid the determined that the revised business unit March • The WHO declares extraordinary circumstances and broad metrics should apply to CEO performance COVID-19 a pandemic set of challenges facing the industry and Company Q1 2020 Q2 2020 Q3 2020 Q4 2020 Considering the critical role the CEO had in the meeting of the adjusted business unit targets, as well as other initiatives related to debt reduction over the course of 2020, the Compensation Committee determined to evaluate CEO annual cash incentive and Performance Share Unit awards according to the revised business unit targets 8Compensation Committee’s Process for 2020 CEO Pay • The Compensation Committee engaged in a year-round, thoughtful process to assess CEO performance in relation to the adjusted business unit targets adopted amid the challenging operating environment • Overall, the Committee met five times in 2020 and took action via unanimous written consent on four other occasions January July April 20 • The Compensation Committee approved • The Compensation Committee reviewed the new targets • Near-month West performance goals and metrics for the CEO and determined not to make adjustments to CEO Texas Intermediate compensation, but to continue to evaluate performance in crude oil falls below $0 relation to the targets March 8 Mid-August • Russia-Saudi Arabia oil June • Lower 48 rig count has price war begins• Management revised performance December declined by 534 rigs, metrics for each business unit in order • The Compensation Committee ultimately down 70% since mid- March 11 to incentivize employees amid the determined that the revised business unit March • The WHO declares extraordinary circumstances and broad metrics should apply to CEO performance COVID-19 a pandemic set of challenges facing the industry and Company Q1 2020 Q2 2020 Q3 2020 Q4 2020 Considering the critical role the CEO had in the meeting of the adjusted business unit targets, as well as other initiatives related to debt reduction over the course of 2020, the Compensation Committee determined to evaluate CEO annual cash incentive and Performance Share Unit awards according to the revised business unit targets 8

Impact of Market Conditions on CEO Performance Goals • In light of the significant achievements of the last year and the CEO’s instrumental role in leading each business unit to achieve its targets amid one of the worst downturns in industry history, the Compensation Committee ultimately determined that the revised business unit metrics should apply in evaluating the performance of the CEO • The same process and approach was also conducted for the CFO (for additional details, please see our Proxy Statement) Initial Business Unit Goals and Metrics for CEO Revised Business Unit Goals and Metrics for CEO Incentive Plan Goal (100% adjusted EBITDA) Incentive Plan Goal (100% adjusted EBITDA) Threshold: $574M Threshold: $396M Target: $820M Target: $566M Maximum: $984M Maximum: $679M Performance Share Unit Goals for CEO Performance Share Unit Goals for CEO • Enhance Company ESG goals and reporting and develop • Enhance Company ESG goals and reporting and develop and implement plan to increase diversity (15%) and implement plan to increase diversity (15%) • Achieve at least 10% reduction in net debt (25%) • Achieve at least 10% reduction in net debt (25%) • Implement strategic marketing plan for the Company’s • Implement strategic marketing plan for the Company’s technology, product commercialization and e-marketing technology, product commercialization and e-marketing strategies (15%) strategies (15%) • Achieve NDS adjusted EBITDA run rate of $130M by Q4, • Achieve second-half 2020 adjusted EBITDA for NDS of and increase international NDS adjusted EBITDA by 25% $18.5M (15%) (15%) • Achieve adjusted EBITDA less CAPEX of $420M (30%) • Achieve adjusted EBITDA less CAPEX of $212M (30%) CEO Performance Goal Metric Impacted by Revised Business Unit Metrics 9Impact of Market Conditions on CEO Performance Goals • In light of the significant achievements of the last year and the CEO’s instrumental role in leading each business unit to achieve its targets amid one of the worst downturns in industry history, the Compensation Committee ultimately determined that the revised business unit metrics should apply in evaluating the performance of the CEO • The same process and approach was also conducted for the CFO (for additional details, please see our Proxy Statement) Initial Business Unit Goals and Metrics for CEO Revised Business Unit Goals and Metrics for CEO Incentive Plan Goal (100% adjusted EBITDA) Incentive Plan Goal (100% adjusted EBITDA) Threshold: $574M Threshold: $396M Target: $820M Target: $566M Maximum: $984M Maximum: $679M Performance Share Unit Goals for CEO Performance Share Unit Goals for CEO • Enhance Company ESG goals and reporting and develop • Enhance Company ESG goals and reporting and develop and implement plan to increase diversity (15%) and implement plan to increase diversity (15%) • Achieve at least 10% reduction in net debt (25%) • Achieve at least 10% reduction in net debt (25%) • Implement strategic marketing plan for the Company’s • Implement strategic marketing plan for the Company’s technology, product commercialization and e-marketing technology, product commercialization and e-marketing strategies (15%) strategies (15%) • Achieve NDS adjusted EBITDA run rate of $130M by Q4, • Achieve second-half 2020 adjusted EBITDA for NDS of and increase international NDS adjusted EBITDA by 25% $18.5M (15%) (15%) • Achieve adjusted EBITDA less CAPEX of $420M (30%) • Achieve adjusted EBITDA less CAPEX of $212M (30%) CEO Performance Goal Metric Impacted by Revised Business Unit Metrics 9

Executive Pay is Highly Performance Based Nabors understands the importance of performance-based pay to align both management and shareholders around sustainable value creation. Incentive compensation is 100% performance based. (1) (1) CEO REPORTED COMPENSATION CFO REPORTED COMPENSATION 88% of CFO 92% of CEO Compensation at Risk Compensation at Risk 8% 11% 12% 15% 81% 73% Salary Equity Awards Cash Incentive (1) Excluding reported compensation from the following categories in the Summary Compensation Table for 2020: (a) Change in Pension Value and Nonqualified Deferred Compensation Earnings, and (b) All Other Compensation. Based on fiscal year compensation set forth below and excluding compensation reflected in clauses (a) and (b) of the preceding sentence, 85% of our CEO’s compensation and 83% of our CFO’s compensation, is performance-based. 10Executive Pay is Highly Performance Based Nabors understands the importance of performance-based pay to align both management and shareholders around sustainable value creation. Incentive compensation is 100% performance based. (1) (1) CEO REPORTED COMPENSATION CFO REPORTED COMPENSATION 88% of CFO 92% of CEO Compensation at Risk Compensation at Risk 8% 11% 12% 15% 81% 73% Salary Equity Awards Cash Incentive (1) Excluding reported compensation from the following categories in the Summary Compensation Table for 2020: (a) Change in Pension Value and Nonqualified Deferred Compensation Earnings, and (b) All Other Compensation. Based on fiscal year compensation set forth below and excluding compensation reflected in clauses (a) and (b) of the preceding sentence, 85% of our CEO’s compensation and 83% of our CFO’s compensation, is performance-based. 10

Refreshing Our Compensation Committee The appointment of Tanya Beder as Chair and the addition of Tony Chase in 2020 reflect Nabors’ commitment to bring fresh, diverse perspectives to its evolving compensation program Tanya S. Beder Anthony R. John P. Kotts (Chair) Chase • Chairman and CEO, ChaseSource • CEO and owner, Vesco/Cardinal • Chairman and CEO, SBCC Group • Extensive experience with • Former Director, C&J Energy • Former CEO, Tribeca Global governance best practices, Services Management management and human • Extensive financial experience • Extensive experience with resources from banking and investment governance best practices, banking positions operations and risk management, and finance We also believe that Shareholder feedback is paramount to getting executive compensation right. Our Board and Compensation Committee have spent a great deal of time listening to and working on the implementation of shareholder feedback. While we are proud of the many changes made to date, we also recognize that for us, this continues to be an iterative process and we are humble enough to know that ongoing work is required. — Tanya S. Beder, Compensation Committee Chairman 11Refreshing Our Compensation Committee The appointment of Tanya Beder as Chair and the addition of Tony Chase in 2020 reflect Nabors’ commitment to bring fresh, diverse perspectives to its evolving compensation program Tanya S. Beder Anthony R. John P. Kotts (Chair) Chase • Chairman and CEO, ChaseSource • CEO and owner, Vesco/Cardinal • Chairman and CEO, SBCC Group • Extensive experience with • Former Director, C&J Energy • Former CEO, Tribeca Global governance best practices, Services Management management and human • Extensive financial experience • Extensive experience with resources from banking and investment governance best practices, banking positions operations and risk management, and finance We also believe that Shareholder feedback is paramount to getting executive compensation right. Our Board and Compensation Committee have spent a great deal of time listening to and working on the implementation of shareholder feedback. While we are proud of the many changes made to date, we also recognize that for us, this continues to be an iterative process and we are humble enough to know that ongoing work is required. — Tanya S. Beder, Compensation Committee Chairman 11

Highly Engaged, Diverse and Independent Board Anthony G. Anthony R. Chase James R. Crane Tanya S. Beder Petrello Independent Director Independent Director Independent Director since 2019 since 2012 since 2017 Director since 1991 Committees: Committees: Committees: Committees: Compensation; Executive; Audit; Executive (Chair) ESG; Technology & Safety Compensation (Chair); Risk Oversight (Chair) (Chair) Technology & Safety John P. Kotts Michael C. Linn John Yearwood Independent Lead Director Role Independent Director The Board believes a combined Independent Director Independent Director since 2010 Chairman and CEO and proactive, since 2013 since 2012 Committees: Committees: Committees: independent Lead Director best Audit; ESG; Executive; Audit (Chair); ESG (Chair); positions Nabors for success. Risk Oversight; Compensation Risk Oversight Technology & Safety Lead Director Responsibilities are Robust Independence Diversity Tenure • Highlights include, • Develops and approves, together with the Chairman, the agenda for Board 14% 14% meetings; 29% 29% • Chairs portions of Board meetings; 14% • Provides input and guidance on strategy and growth directly to management in 71% operations; and 86% 43% • Together with the ESG Committee Chair, leads the Board’s annual self-evaluation • For a full description of the role and Non-Independent Independent Female Minority 1-5 yrs. 6-10 yrs. 10+ yrs. responsibilities, please see our Proxy Statement 12Highly Engaged, Diverse and Independent Board Anthony G. Anthony R. Chase James R. Crane Tanya S. Beder Petrello Independent Director Independent Director Independent Director since 2019 since 2012 since 2017 Director since 1991 Committees: Committees: Committees: Committees: Compensation; Executive; Audit; Executive (Chair) ESG; Technology & Safety Compensation (Chair); Risk Oversight (Chair) (Chair) Technology & Safety John P. Kotts Michael C. Linn John Yearwood Independent Lead Director Role Independent Director The Board believes a combined Independent Director Independent Director since 2010 Chairman and CEO and proactive, since 2013 since 2012 Committees: Committees: Committees: independent Lead Director best Audit; ESG; Executive; Audit (Chair); ESG (Chair); positions Nabors for success. Risk Oversight; Compensation Risk Oversight Technology & Safety Lead Director Responsibilities are Robust Independence Diversity Tenure • Highlights include, • Develops and approves, together with the Chairman, the agenda for Board 14% 14% meetings; 29% 29% • Chairs portions of Board meetings; 14% • Provides input and guidance on strategy and growth directly to management in 71% operations; and 86% 43% • Together with the ESG Committee Chair, leads the Board’s annual self-evaluation • For a full description of the role and Non-Independent Independent Female Minority 1-5 yrs. 6-10 yrs. 10+ yrs. responsibilities, please see our Proxy Statement 12

Corporate Governance Best Practices Focus on Strong Governance ✓ 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 13Corporate Governance Best Practices Focus on Strong Governance ✓ 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 13

Best Practices in Compensation Governance What We Do What We Don’t Do No buyout or exchange of underwater options, or ✓ Share ownership policy aligns NEO interests with those repricing of underwater stock options without of shareholders shareholder approval No excise tax gross-ups in connection with a change- ✓ Shareholder engagement program in place with track of-control, and it is our policy not to include any such record of making positive changes in response to tax gross-ups in any future executive officer shareholder feedback agreements ✓ Compensation philosophy aligns pay with financial and operational performance, including a mix of relative and No guaranteed bonuses or uncapped incentives absolute metrics; a significant portion of NEO pay is performance-based or “at risk” Target individual elements of compensation or total ✓ Cap TSR Share award payouts compensation to a certain percentile within a peer group No automatic share replenishment or “evergreen” ✓ Cap severance payments in our executive agreements provisions in our stock incentive plans ✓ Hold an annual Say-on-Pay vote No excessive perquisites ✓ Conduct market referencing of peer group companies, compensation surveys and market data to understand No excessive employee equity grants (2020 burn rate how our aggregate executive compensation compares to was 1.66%) competitive norms ✓ Maintain an independent Compensation Committee ✓ Work with an independent compensation consultant 14Best Practices in Compensation Governance What We Do What We Don’t Do No buyout or exchange of underwater options, or ✓ Share ownership policy aligns NEO interests with those repricing of underwater stock options without of shareholders shareholder approval No excise tax gross-ups in connection with a change- ✓ Shareholder engagement program in place with track of-control, and it is our policy not to include any such record of making positive changes in response to tax gross-ups in any future executive officer shareholder feedback agreements ✓ Compensation philosophy aligns pay with financial and operational performance, including a mix of relative and No guaranteed bonuses or uncapped incentives absolute metrics; a significant portion of NEO pay is performance-based or “at risk” Target individual elements of compensation or total ✓ Cap TSR Share award payouts compensation to a certain percentile within a peer group No automatic share replenishment or “evergreen” ✓ Cap severance payments in our executive agreements provisions in our stock incentive plans ✓ Hold an annual Say-on-Pay vote No excessive perquisites ✓ Conduct market referencing of peer group companies, compensation surveys and market data to understand No excessive employee equity grants (2020 burn rate how our aggregate executive compensation compares to was 1.66%) competitive norms ✓ Maintain an independent Compensation Committee ✓ Work with an independent compensation consultant 14

Expanding Our Ongoing Commitment to ESG ❖ Signed to the Science Based Targets initiative to reduce emissions ❖ Reduce global greenhouse gas (GHG) emissions by 5% in the next year versus 2020 baseline ❖ Steps to reduce rig energy consumption and further our environmental stewardship both in our own operations via spill prevention training and throughout our supply chain ❖ CEO became a signatory to the CEO Action ❖ Commitment to bringing in diverse backgrounds for Diversity & Inclusion pledge and perspectives ❖ Deepening our pipeline of diverse talent, with diverse individuals comprising 42% of identified ❖ Recent Board committee refreshment “high potential performers” ❖ Strong continuing education program for ❖ Continued improvements in safety, with a 9% ❖ CEO became Directors improvement in total recordable incident rate signatory of CEO (TRIR) and 47% improvement in high potential Action for Diversity ❖ Dedicated ESG Committee incidents year-over-year & Inclusion Nabors has adopted GRI and SASB disclosures, furthering our commitment to providing its stakeholders with the information necessary to assess its progress on key ESG goals 15Expanding Our Ongoing Commitment to ESG ❖ Signed to the Science Based Targets initiative to reduce emissions ❖ Reduce global greenhouse gas (GHG) emissions by 5% in the next year versus 2020 baseline ❖ Steps to reduce rig energy consumption and further our environmental stewardship both in our own operations via spill prevention training and throughout our supply chain ❖ CEO became a signatory to the CEO Action ❖ Commitment to bringing in diverse backgrounds for Diversity & Inclusion pledge and perspectives ❖ Deepening our pipeline of diverse talent, with diverse individuals comprising 42% of identified ❖ Recent Board committee refreshment “high potential performers” ❖ Strong continuing education program for ❖ Continued improvements in safety, with a 9% ❖ CEO became Directors improvement in total recordable incident rate signatory of CEO (TRIR) and 47% improvement in high potential Action for Diversity ❖ Dedicated ESG Committee incidents year-over-year & Inclusion Nabors has adopted GRI and SASB disclosures, furthering our commitment to providing its stakeholders with the information necessary to assess its progress on key ESG goals 15