Pay vs Performance Disclosure - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay-Versus-Performance
The following table presents certain information regarding compensation paid to Nabors’ CEO and other NEOs, and certain measures of financial performance, for the four years ended December 31, 2023. The amounts shown below are calculated in accordance with Item 402(v) of Regulation
S-K.
Year |
Summary Compensation Table Total for CEO ($) (1) |
Compensation Actually Paid to CEO ($) (2) |
Average Summary Compensation Table total for Non-CEO Named Executive Officers ($) (3) |
Average Compensation Actually Paid to Non-CEO Named Executive Officers ($) (4) |
Value of Initial Fixed $100 Investment Based on: |
Stated in Thousands | ||||||||||
Total Shareholder Return of Nabors |
Peer Group Total Shareholder Return (5) |
Net Income (Loss) $ (6) |
Adjusted EBITDA $ (7) | |||||||||||||
2023 |
10,334,034 | (1,879,135) | 2,669,324 | (584,182) | 58.01 | 129.48 | (11,784) | 915,157 | ||||||||
2022 |
10,789,762 | 30,117,200 | 2,588,615 | 5,325,474 | 110.05 | 125.60 | (350,261) | 709,392 | ||||||||
2021 |
9,984,321 | 18,318,728 | 2,123,611 | 2,932,914 | 57.62 | 75.93 | (572,925) | 481,940 | ||||||||
2020 |
17,538,345 | 4,758,974 | 2,680,569 | 1,001,102 | 41.38 | 60.66 | (820,252) | 563,892 | ||||||||
| (1) | The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. Petrello, in the Summary Compensation Table for fiscal years 2023, 2022, 2021 and 2020. Mr. Petrello served as CEO for each of the years presented. |
| (2) | The dollar amounts reported represent the amount of “compensation actually paid” to our CEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO during the applicable year. See the table below for more details. |
| (3) | The dollar amounts reported are the average amounts of total compensation reported for our NEOs, other than our CEO, in the Summary Compensation Table for fiscal years 2023, 2022, 2021 and 2020. For each of the years presented, reflects compensation information for Mr. Andrews and Mr. Restrepo, our non-PEO NEOs for those years. |
| (4) | The dollar amounts reported represent the average amount of “compensation actually paid” to our non-CEO NEOs for the applicable year. For each of the years presented, reflects compensation information for Mr. Andrews and Mr. Restrepo, our non-PEO NEOs for those years. |
| (5) | Reflects cumulative total shareholder return of the Dow Jones US Oil Equipment & Services Index (“DJUSOESI”), as of December 31, 2023. The DJUSOESI is the peer group used by the Company for purposes of Item 201(e)(1)(ii) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
| (6) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
| (7) | Adjusted EBITDA represents net income (loss) before income (loss) from discontinued operations, net of tax, income tax expense (benefit), investment income (loss), interest expense, other, net and depreciation and amortization. For a reconciliation of net income attributable to the Company on a GAAP basis to adjusted EBITDA, see Annex A. |
To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table (SCT):
Year |
Summary Compensation Table for CEO ($) |
Reported Value of Equity Awards for CEO ($) (1) |
Equity Award Adjustments for CEO ($) (2) |
Reported Change in the Actuarial Present Value of Pension Benefits for CEO ($) (3) |
Pension Benefits Adjustments for CEO $ (3) |
Compensation Actually Paid to CEO $ | ||||||
2023 |
10,334,034 | (5,562,922) | (6,650,247) | 0 | 0 | (1,879,135) | ||||||
2022 |
10,789,762 | (4,560,545) | 23,887,983 | 0 | 0 | 30,117,200 | ||||||
2021 |
9,984,321 | (4,503,129) | 12,837,536 | 0 | 0 | 18,318,728 | ||||||
2020 |
17,538,345 | (12,909,062) | 129,691 | 0 | 0 | 4,758,974 | ||||||
| (1) | Represents the grant date fair value of the equity awards to our CEO, as reported in the “Stock Awards” column in the SCT for each applicable year. |
| (2) | See table below for applicable adjustments. No awards vested in the year they were granted. |
Fair Value of Equity Awards for CEO |
2023 $ |
2022 $ |
2021 $ |
2020 $ | ||||
As of year-end for awards granted during the year |
3,389,800 | 14,669,230 | 10,201,921 | 6,575,358 | ||||
Year-over-year increase (decrease) of outstanding and unvested awards granted in prior years |
(9,520,812) | 8,175,298 | 1,976,273 | (5,946,996) | ||||
Increase (decrease) from prior fiscal year–end for awards that vested during the year, measured as of the vesting debt |
(592,945) | 999,593 | 611,033 | (618,880) | ||||
Dividends Paid on Unvested Shares and Stock Options |
73,710 | 43,862 | 48,309 | 120,209 | ||||
Total Equity Award Adjustments |
(6,650,247) | 23,887,983 | 12,837,536 | 129,691 | ||||
| (3) | Our CEO only participates in a 401(k) and Nonqualified Executive Deferred Compensation Plan. |
To calculate the amounts in the “Average Compensation Actually Paid to
Non-CEO
Named Executive Officers” column in the table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-CEO
NEOs for each applicable year, as reported in the SCT for that year: Year |
Average Reported Value of Summary Compensation Table for Non-CEO NEOs ($) |
Average Reported Value of Equity Awards for Non- CEO NEOs ($) (1) |
Average Equity Award Adjustments for Non-CEO NEOs ($) (2) |
Average Reported Change in the Actuarial Present Value of Pension Benefits for Non- CEO NEOs ($) (2) |
Average Pension Benefits Adjustments for Non-CEO NEOs $ (3) |
Average Compensation Actually Paid to Non- CEO NEOs $ | ||||||
2023 |
2,669,324 | (1,316,172) | (1,937,334) | 0 | 0 | (584,182) | ||||||
2022 |
2,588,615 | (937,370) | 3,674,229 | 0 | 0 | 5,325,474 | ||||||
2021 |
2,123,611 | (848,078) | 1,657,381 | 0 | 0 | 2,932,914 | ||||||
2020 |
2,680,569 | (1,572,561) | (106,905) | 0 | 0 | 1,001,102 | ||||||
| (1) | Represents the average of the grant date fair value of the equity awards to our named executive officers (other than our CEO), as reported in the “Stock Awards” column in the SCT for each applicable year. |
| (2) | See table below for applicable adjustments. No awards vested in the year they were granted. |
Fair Value of Equity Awards for Non-CEO NEOs |
2023 $ |
2022 $ |
2021 $ |
2020 $ | ||||
As of year-end for awards granted during the year |
483,858 | 2,276,260 | 1,363,948 | 770,137 | ||||
Year-over-year increase (decrease) of outstanding and unvested awards granted in prior years |
(1,239,581) | 1,281,721 | 217,721 | (828,255) | ||||
Increase (decrease) from prior fiscal year–end for awards that vested during the year, measured as of the vesting date |
(1,188,456) | 110,083 | 67,231 | (65,796) | ||||
Dividends Paid on Unvested Shares and Stock Options |
6,845 | 6,165 | 8,481 | 17,009 | ||||
Total Equity Award Adjustments |
(1,937,334) | 3,674,229 | 1,657,381 | (106,905) | ||||
| (3) | Our named executive officers (other than our CEO) only participate in a 401(k) and Nonqualified Executive Deferred Compensation Plan. |
non-PEO
NEOs for those years.
S-K
under the Exchange Act in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2023.
To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table (SCT):
Year |
Summary Compensation Table for CEO ($) |
Reported Value of Equity Awards for CEO ($) (1) |
Equity Award Adjustments for CEO ($) (2) |
Reported Change in the Actuarial Present Value of Pension Benefits for CEO ($) (3) |
Pension Benefits Adjustments for CEO $ (3) |
Compensation Actually Paid to CEO $ | ||||||
2023 |
10,334,034 | (5,562,922) | (6,650,247) | 0 | 0 | (1,879,135) | ||||||
2022 |
10,789,762 | (4,560,545) | 23,887,983 | 0 | 0 | 30,117,200 | ||||||
2021 |
9,984,321 | (4,503,129) | 12,837,536 | 0 | 0 | 18,318,728 | ||||||
2020 |
17,538,345 | (12,909,062) | 129,691 | 0 | 0 | 4,758,974 | ||||||
| (1) | Represents the grant date fair value of the equity awards to our CEO, as reported in the “Stock Awards” column in the SCT for each applicable year. |
| (2) | See table below for applicable adjustments. No awards vested in the year they were granted. |
Fair Value of Equity Awards for CEO |
2023 $ |
2022 $ |
2021 $ |
2020 $ | ||||
As of year-end for awards granted during the year |
3,389,800 | 14,669,230 | 10,201,921 | 6,575,358 | ||||
Year-over-year increase (decrease) of outstanding and unvested awards granted in prior years |
(9,520,812) | 8,175,298 | 1,976,273 | (5,946,996) | ||||
Increase (decrease) from prior fiscal year–end for awards that vested during the year, measured as of the vesting debt |
(592,945) | 999,593 | 611,033 | (618,880) | ||||
Dividends Paid on Unvested Shares and Stock Options |
73,710 | 43,862 | 48,309 | 120,209 | ||||
Total Equity Award Adjustments |
(6,650,247) | 23,887,983 | 12,837,536 | 129,691 | ||||
| (3) | Our CEO only participates in a 401(k) and Nonqualified Executive Deferred Compensation Plan. |
To calculate the amounts in the “Average Compensation Actually Paid to
Non-CEO
Named Executive Officers” column in the table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-CEO
NEOs for each applicable year, as reported in the SCT for that year: Year |
Average Reported Value of Summary Compensation Table for Non-CEO NEOs ($) |
Average Reported Value of Equity Awards for Non- CEO NEOs ($) (1) |
Average Equity Award Adjustments for Non-CEO NEOs ($) (2) |
Average Reported Change in the Actuarial Present Value of Pension Benefits for Non- CEO NEOs ($) (2) |
Average Pension Benefits Adjustments for Non-CEO NEOs $ (3) |
Average Compensation Actually Paid to Non- CEO NEOs $ | ||||||
2023 |
2,669,324 | (1,316,172) | (1,937,334) | 0 | 0 | (584,182) | ||||||
2022 |
2,588,615 | (937,370) | 3,674,229 | 0 | 0 | 5,325,474 | ||||||
2021 |
2,123,611 | (848,078) | 1,657,381 | 0 | 0 | 2,932,914 | ||||||
2020 |
2,680,569 | (1,572,561) | (106,905) | 0 | 0 | 1,001,102 | ||||||
| (1) | Represents the average of the grant date fair value of the equity awards to our named executive officers (other than our CEO), as reported in the “Stock Awards” column in the SCT for each applicable year. |
| (2) | See table below for applicable adjustments. No awards vested in the year they were granted. |
Fair Value of Equity Awards for Non-CEO NEOs |
2023 $ |
2022 $ |
2021 $ |
2020 $ | ||||
As of year-end for awards granted during the year |
483,858 | 2,276,260 | 1,363,948 | 770,137 | ||||
Year-over-year increase (decrease) of outstanding and unvested awards granted in prior years |
(1,239,581) | 1,281,721 | 217,721 | (828,255) | ||||
Increase (decrease) from prior fiscal year–end for awards that vested during the year, measured as of the vesting date |
(1,188,456) | 110,083 | 67,231 | (65,796) | ||||
Dividends Paid on Unvested Shares and Stock Options |
6,845 | 6,165 | 8,481 | 17,009 | ||||
Total Equity Award Adjustments |
(1,937,334) | 3,674,229 | 1,657,381 | (106,905) | ||||
| (3) | Our named executive officers (other than our CEO) only participate in a 401(k) and Nonqualified Executive Deferred Compensation Plan. |
Compensation Actually Paid vs. Nabors TSR
Compensation Actually Paid vs. Net Loss
Compensation Actually Paid vs. Adjusted EBITDA
Nabors TSR vs. DJ US Oil Equipment & Services Index
Financial Performance Measures |
Adjusted EBITDA |
Adjusted Free Cash Flow |
Total Shareholder Return |
Net Debt Reduction |