XML 68 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay-Versus-Performance
The following table presents certain information regarding compensation paid to Nabors’ CEO and other NEOs, and certain measures of financial performance, for the five years ended December 31, 2024. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K.
Year
Summary
Compensation
Table Total for CEO
($)(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)
2024
12,146,803
11,330,707
2,924,368
2,521,131
40.62
113.33
(176,084)
881,335
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 2024, 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 2024, 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, 2024. 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, 2024.
(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
$
2024
12,146,803
(5,662,538)
4,846,442
0
0
11,330,707
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.
(3)
Our CEO only participates in a 401(k) and Nonqualified Executive Deferred Compensation Plan.
Fair Value of Equity Awards for CEO
2024
$
2023
$
2022
$
2021
$
2020
$
As of year-end for awards granted during the year
5,921,698
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
(1,182,561)
(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
107,305
(592,945)
999,593
611,033
(618,880)
Dividends Paid on Unvested Shares and Stock Options
0
73,710
43,862
48,309
120,209
Total Equity Award Adjustments
4,846,442
(6,650,247)
23,887,983
12,837,536
129,691
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
$
2024
2,924,368
(1,191,906)
788,669
0
0
2,521,131
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.
(3)
Our named executive officers (other than our CEO) only participate in a 401(k) and Nonqualified Executive Deferred Compensation Plan.
Fair Value of Equity Awards for Non-CEO NEOs
2024
$
2023
$
2022
$
2021
$
2020
$
As of year-end for awards granted during the year
956,406
483,858
2,276,260
1,363,948
770,137
Year-over-year increase (decrease) of outstanding and unvested awards granted in prior years
(177,998)
(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 the vesting date
10,261
(1,188,456)
110,083
67,231
(65,796)
Dividends Paid on Unvested Shares and Stock Options
0
6,845
6,165
8,481
17,009
Total Equity Award Adjustments
788,669
(1,937,334)
3,674,229
1,657,381
(106,905)
       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote
(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 2024, 2023, 2022, 2021 and 2020. Mr. Petrello served as CEO for each of the years presented.
(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 2024, 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.
       
Peer Group Issuers, Footnote
(5)
Reflects cumulative total shareholder return of the Dow Jones US Oil Equipment & Services Index (“DJUSOESI”), as of December 31, 2024. 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, 2024.
       
PEO Total Compensation Amount $ 12,146,803 $ 10,334,034 $ 10,789,762 $ 9,984,321 $ 17,538,345
PEO Actually Paid Compensation Amount $ 11,330,707 (1,879,135) 30,117,200 18,318,728 4,758,974
Adjustment To PEO Compensation, Footnote
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
$
2024
12,146,803
(5,662,538)
4,846,442
0
0
11,330,707
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.
(3)
Our CEO only participates in a 401(k) and Nonqualified Executive Deferred Compensation Plan.
Fair Value of Equity Awards for CEO
2024
$
2023
$
2022
$
2021
$
2020
$
As of year-end for awards granted during the year
5,921,698
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
(1,182,561)
(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
107,305
(592,945)
999,593
611,033
(618,880)
Dividends Paid on Unvested Shares and Stock Options
0
73,710
43,862
48,309
120,209
Total Equity Award Adjustments
4,846,442
(6,650,247)
23,887,983
12,837,536
129,691
       
Non-PEO NEO Average Total Compensation Amount $ 2,924,368 2,669,324 2,588,615 2,123,611 2,680,569
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,521,131 (584,182) 5,325,474 2,932,914 1,001,102
Adjustment to Non-PEO NEO Compensation Footnote
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
$
2024
2,924,368
(1,191,906)
788,669
0
0
2,521,131
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.
(3)
Our named executive officers (other than our CEO) only participate in a 401(k) and Nonqualified Executive Deferred Compensation Plan.
Fair Value of Equity Awards for Non-CEO NEOs
2024
$
2023
$
2022
$
2021
$
2020
$
As of year-end for awards granted during the year
956,406
483,858
2,276,260
1,363,948
770,137
Year-over-year increase (decrease) of outstanding and unvested awards granted in prior years
(177,998)
(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 the vesting date
10,261
(1,188,456)
110,083
67,231
(65,796)
Dividends Paid on Unvested Shares and Stock Options
0
6,845
6,165
8,481
17,009
Total Equity Award Adjustments
788,669
(1,937,334)
3,674,229
1,657,381
(106,905)
       
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs. Nabors TSR
       
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Net Income (Loss)
       
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid vs. Adjusted EBITDA
       
Total Shareholder Return Vs Peer Group
Nabors TSR vs. DJ US Oil Equipment & Services Index
       
Tabular List, Table
Pay-for-Performance Alignment
The following table identifies the four most important financial performance measures used by our Compensation Committee to link the “compensation actually paid” (CAP) to our CEO and other NEOs in 2024, calculated in accordance with Item 402(v) of Regulation S-K, to company performance. The role of each of these performance measures on our NEOs’ compensation is discussed in the CD&A above.
Financial Performance Measures
Adjusted EBITDA
Adjusted Free Cash Flow
Total Shareholder Return
Net Debt Reduction
       
Total Shareholder Return Amount $ 40.62 58.01 110.05 57.62 41.38
Peer Group Total Shareholder Return Amount 113.33 129.48 125.6 75.93 60.66
Net Income (Loss) $ (176,084,000) $ (11,784,000) $ (350,261,000) $ (572,925,000) $ (820,252,000)
Company Selected Measure Amount 881,335,000 915,157,000 709,392,000 481,940,000 563,892,000
PEO Name Mr. Petrello Mr. Petrello Mr. Petrello Mr. Petrello Mr. Petrello
Additional 402(v) Disclosure
The charts on the following page reflect that the CAP over the five-year period ended December 31, 2024 aligns to trends in Nabors’ TSR, net income and adjusted EBITDA results over the same period.
In addition, the chart titled “Nabors TSR vs DJ US Oil Equipment & Services Index” reflects that Nabors’ TSR over this five-year period generally aligns to DJUSOEI TSR over the same period.
In 2020, the significant reduction in CAP for our CEO and other NEOs was primarily impacted by the stock price depreciation. In 2021, CAP for our CEO and other NEOs was primarily impacted by Nabors’ share price appreciation of 39.25%. For 2022, CAP for our CEO and other Non-CEO NEOs was primarily impacted by Nabors’ share price appreciation of 91.0%. For 2023, CAP for our CEO and other Non-CEO NEOs was primarily impacted by Nabors’ share price depreciation of 47.29%. For 2024 the CAP for our CEO and other Non-CEO NEOs was partially impacted by Nabors’ share price depreciation of 29.96%.
       
Equity Awards Adjustments, Footnote
(2)
See table below for applicable adjustments. No awards vested in the year they were granted.
(3)
Our CEO only participates in a 401(k) and Nonqualified Executive Deferred Compensation Plan.
Fair Value of Equity Awards for CEO
2024
$
2023
$
2022
$
2021
$
2020
$
As of year-end for awards granted during the year
5,921,698
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
(1,182,561)
(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
107,305
(592,945)
999,593
611,033
(618,880)
Dividends Paid on Unvested Shares and Stock Options
0
73,710
43,862
48,309
120,209
Total Equity Award Adjustments
4,846,442
(6,650,247)
23,887,983
12,837,536
129,691
(2)
See table below for applicable adjustments. No awards vested in the year they were granted.
(3)
Our named executive officers (other than our CEO) only participate in a 401(k) and Nonqualified Executive Deferred Compensation Plan.
Fair Value of Equity Awards for Non-CEO NEOs
2024
$
2023
$
2022
$
2021
$
2020
$
As of year-end for awards granted during the year
956,406
483,858
2,276,260
1,363,948
770,137
Year-over-year increase (decrease) of outstanding and unvested awards granted in prior years
(177,998)
(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 the vesting date
10,261
(1,188,456)
110,083
67,231
(65,796)
Dividends Paid on Unvested Shares and Stock Options
0
6,845
6,165
8,481
17,009
Total Equity Award Adjustments
788,669
(1,937,334)
3,674,229
1,657,381
(106,905)
       
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Free Cash Flow        
Measure:: 3          
Pay vs Performance Disclosure          
Name Total Shareholder Return        
Measure:: 4          
Pay vs Performance Disclosure          
Name Net Debt Reduction        
PEO [Member]          
Pay vs Performance Disclosure          
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested and Granted in Period 0        
PEO [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
PEO [Member] | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,662,538) (5,562,922) (4,560,545) (4,503,129) (12,909,062)
PEO [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,846,442 (6,650,247) 23,887,983 12,837,536 129,691
PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,921,698 3,389,800 14,669,230 10,201,921 6,575,358
PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,182,561) (9,520,812) 8,175,298 1,976,273 (5,946,996)
PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 107,305 (592,945) 999,593 611,033 (618,880)
PEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 73,710 43,862 48,309 120,209
Non-PEO NEO [Member]          
Pay vs Performance Disclosure          
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested and Granted in Period 0        
Non-PEO NEO [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 0 0 0 0
Non-PEO NEO [Member] | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,191,906) (1,316,172) (937,370) (848,078) (1,572,561)
Non-PEO NEO [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 788,669 (1,937,334) 3,674,229 1,657,381 (106,905)
Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 956,406 483,858 2,276,260 1,363,948 770,137
Non-PEO NEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (177,998) (1,239,581) 1,281,721 217,721 (828,255)
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 10,261 (1,188,456) 110,083 67,231 (65,796)
Non-PEO NEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 6,845 $ 6,165 $ 8,481 $ 17,009