UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 333-212081

 

Vantage Drilling International

(Exact name of registrant as specified in its charter)

 

 

Cayman Islands	98-1372204
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
777 Post Oak Boulevard, Suite 800, Houston, Texas	77056
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(281) 404-4700

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbols(s)	Name of each exchange on which registered
N/A	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicated by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not use to the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act of 1934.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  ☒    No  ☐

The aggregate market value of the Ordinary Shares held by non-affiliates on June 30, 2020, was approximately $33,586,000. The number of the registrant’s ordinary shares outstanding as of April 20, 2021 is 13,115,026 shares, and the aggregate market value of the Ordinary Shares held by non-affiliates as of that date was $26,775,112, based on the last reported sale price on April 20, 2021 of $3.21 per share.

 

 

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EXPLANATORY NOTE

Vantage Drilling International is hereby amending its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Report”) to revise Part III of the Report to include the information previously omitted from the Report. This Amendment No. 1 to the Report continues to speak as of the date of filing of the Report, and except as expressly set forth herein we have not updated the disclosures contained in this Amendment No. 1 to the Report to reflect any events that occurred at a date subsequent to the filing of the Report. Accordingly, this Amendment No. 1 should be read in conjunction with the Report and other filings with the Securities and Exchange Commission.

TABLE OF CONTENTS

 

PART III		3
Item 10.	Directors, Executive Officers and Corporate Governance	3
Item 11.	Executive Compensation	6
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Item 13.	Certain Relationships and Related Transactions, and Director Independence	21
Item 14.	Independent Registered Public Accounting Fees and Services	23
PART IV		23
Item 15.	Exhibits, Financial Statement Schedules	23
SIGNATURES		24

 

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Board of Directors and Executive Officers

The names of our directors and executive officers, their ages as of April 15, 2021 and certain other information about them are set forth below:

 

Name	Age	Position
Thomas R. Bates, Jr. (1)	71	Chairman of the Board of Directors
Nils E. Larsen (1)(2)	50	Director
L. Spencer Wells (1)(2)	50	Director
Paul A. Gordon	50	Director
Richard B. Aubrey III (2)	36	Director
Ihab Toma	58	Chief Executive Officer and Director
Douglas W. Halkett	60	Chief Operating Officer
Douglas E. Stewart	44	Chief Financial Officer, General Counsel, Chief Compliance Officer and Secretary
William L. Thomson	50	Vice President – Marketing and Business Development
Linda J. Ibrahim	50	Vice President of Tax and Governmental Compliance

(1) Member of our Audit Committee

(2) Member of our Compensation Committee

Board of Directors

Thomas R. Bates, Jr. has served as our Chairman of the Board of Directors of the Company (the "Board of Directors" or the "Board") since February 10, 2016. Qualifications and Experience: Mr. Bates has over 45 years of operational experience in the oil and gas industry, having held executive leadership positions at several major energy companies. He is currently an adjunct professor and member of the advisory board for the Energy MBA Program at the Neeley School of Business at Texas Christian University in Fort Worth. Mr. Bates joined Lime Rock Management LP, an energy focused private equity firm, as managing director in 2001 and became a senior advisor of the firm in 2010 before retiring in 2013. Mr. Bates previously served as group president at Baker Hughes from 1998 through 2000, chief executive officer at Weatherford-Enterra from 1997 to 1998, and spent 15 years in management positions at Schlumberger, finishing as president of the Anadrill division where he was responsible for the introduction of new drilling products and technologies. Mr. Bates began his career at Shell Oil Company. Through his experience in both energy and oilfield service companies, Mr. Bates provides significant insight into management and corporate strategy, including audit committee matters, that we believe are essential for growing the Company. His experience in private equity provides valuable entrepreneurial insight. Additionally, Mr. Bates has significant experience sitting on compensation and audit committees providing us with insight into corporate governance and other matters. Education: Mr. Bates has a doctorate in mechanical engineering from the University of Michigan. Mr. Bates serves on the Audit Committee.

Directorships for the past five years: SSR Mining, Inc. (Director and Compensation Committee Chairman 2020 to present), TETRA Technologies (2011 to present), Alacer Gold Corporation (2014 to 2020), Independence Contract Drilling (Chairman 2011 to 2020), Tidewater, Inc. (Chairman 2017 to 2019) and Weatherford International PLC (2019 to 2020).

Nils E. Larsen has served as a director of the Company since February 10, 2016. Qualifications and Experience: Mr. Larsen is the Founder and President of SZR Consulting, LLC.  SZR Consulting, LLC provides financial and operational advisory and consulting services to companies and investors in a variety of industries including oil and gas, media and industrial services.  In addition, Mr. Larsen has been working with The Carlyle Group since 2013 and is currently a consultant to the firm. Prior to forming SZR Consulting, LLC and the work with The Carlyle Group, Mr. Larsen served in a variety of senior executive positions with Tribune Company from 2008 to 2013, including as the President and Chief Executive Officer of Tribune Broadcasting and as the Co-President of Tribune Company. Before joining Tribune Company, Mr. Larsen was employed by Equity Group Investments, LLC from 1995 to 2008 (serving as a Managing Director from 2001 to 2008), focusing on investments in the media, transportation, energy, industrial manufacturing, retail grocery and member loyalty and rewards sectors. Mr. Larsen resumed a limited role with Equity Group Investments, LLC in 2013 although that relationship is currently no longer substantive.  Mr. Larsen started his career at CS First Boston where he focused on the capital requirements and derivative products needs of U.S. financial institutions and non-U.S. based entities. Mr. Larsen has significant governance experience in entities across their lifecycles providing this essential insight to the Company. Education: Mr. Larsen received his A.B. summa cum laude from Bowdoin College. Mr. Larsen serves on the Compensation Committee and as chairman of the Audit Committee.

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Directorships for the past five years: Extreme Reach (2015 to present; Compensation Committee 2018 to present), Liberty Tire Recycling Holdings (Chairman 2015 to present; Compensation Committee 2018 to present), LiveStyle, Inc. (2016 to present), McDermott International Inc. (Lead Director 2020 – present), Treehouse REIT (January 2021 to present; Chairman of the Audit Committee January 2021 to present), Blackhawk Mining LLC (2018 to October 2019), Esterline Technologies Corporation (2016 to 2019; Audit Committee and Enterprise Risk Committee 2016 to 2019), Media Properties Holdings (2014 to 2016), More FM (2015 to 2018), Rewards Network (2013 to 2017; Chairman 2016 to 2017) and Veridiam, Inc. (April 2019 to September 2020; Chairman August 2019 to September 2020).

L. Spencer Wells has served as a director of the Company since February 10, 2016. Qualifications and Experience: Mr. Wells is a founder and partner of Drivetrain Advisors, a provider of fiduciary services to the alternative investment community, with a particular expertise in restructuring and turnarounds. From 2010 to 2013, Mr. Wells served as a senior advisor and partner with TPG Special Situations Partners where he helped manage a $2.5B portfolio of liquid and illiquid distressed credit investments. Mr. Wells served as a partner at Silverpoint Capital from 2002 to 2009 where he managed a $1.3B investment portfolio consisting primarily of stressed and distressed bank loans and bonds focusing on the oil and gas exploration and production, oilfield services, power generation, financial institutions and chemicals industries. He previously served as an analyst on the distressed debt trading desks at Union Bank of Switzerland, Deutsche Bank and Bankers Trust. Mr. Wells’ significant experience in the debt, equity and capital markets provides the Board of Directors with insight into operating the Company following our reorganization plan. Mr. Wells also has significant experience serving on private and public companies’ boards, which gives him insight into matters regarding corporate governance and fiduciary responsibilities. Education: Mr. Wells received his Bachelor of Arts degree from Wesleyan University and his Masters of Business Administration from the Columbia Business School. Mr. Wells serves on the Audit Committee and as the chairman of the Compensation Committee.

Directorships for the past five years: Advanced Emissions Solutions, Inc. (Chairman 2014 to present), Aventine Property Group (Chairman 2021 to present), Drivetrain Advisors LLC (2013 to present), International Walls, Inc. (2020 to present), Jones Energy, Inc. (2018 to present), NextDecade Corp (2017 to present), Parker Drilling, Inc. (2019 to present), RMFT Advisors LLC (2013 – present), Samson Resources II LLC (2017 to present), Treehouse REIT, Inc. (January 2019 to present), Vanguard Natural Resources (January 2019 to present), Affinion Group Holdings, Inc. (Chairman 2015 to 2017), Certus Holdings, Inc. and CertusBank, N.A (2014 to 2016), Global Geophysical Services, Inc. (Chairman 2015 to 2016), Lily Robotics, Inc. (2017), Preferred Proppants LLC (2014 to 2018), Syncora Holdings, Ltd. (2015 to 2016), Telford Offshore Holdings Ltd (2018 to 2020), Roust Corporation (2017), Town Sports International Holdings, Inc. (2015 to 2020) and uBiome Inc. (2019).  

Paul A. Gordon has served as a director of the Company since August 7, 2018. Qualifications and Experience: Mr. Gordon is currently a Managing Director of Anchorage Capital Group, L.L.C. (“Anchorage”) and has been with the firm since 2011. Mr. Gordon is the head of the firm’s Portfolio Group, which is responsible for driving operational, financial and strategy improvement in companies where Anchorage has a significant ownership stake. In addition, he is a member of the firm’s CLO Investment Committee. Prior to joining Anchorage, Mr. Gordon was a Managing Director and Portfolio Manager at S.A.C. Capital Advisors and began his investing career at Cerberus Capital Management. Mr. Gordon spent the first part of his professional career in investment banking and leveraged finance. Mr. Gordon received an M.B.A. from the Wharton School of the University of Pennsylvania and a B.A. from Cornell University where he graduated magna cum laude.

 

Directorships for the past five years: Asterix, Inc. (2018 to present), Bestyellow – Sociedade Imobiliária, Lda. (2020 to present), Blue Fields – Sociedade Imobiliária, Lda. (2020 to present), Carraun Telecom Holdings Limited (2020 to present), Chantier Davie Canada Inc. (2020 to present), Chemical Transportation Group, Inc. (2016, 2018 to present), Covia Holdings LLC (2020 to present), Federal Fleet Services, Inc. (2018 to present), Great Missouri – Sociedade Imobiliária, Lda. (2020 to present), Ideal Standard International Holding S.a.r.l. (2020 to present), Ideal Standard International NV  (2020 to present), Ideal Standard International SA (2020 – present), Juticalpa – Sociedade Imobiliária, Lda. (2020 to present), Product Tankers Holdco LLC (2018 to present), Yellow Nuance – Sociedade Imobiliária, Lda. (2020 to present), CHG Canadian Holdings Inc. (2019 to 2021), CHG Holdings LLC (2019 to 2021), Hoxton (Cayman) Ltd. (2016 to 2020), LS Retail (2020 to 2021), RAM RE Investments LLC (2018 to 2020), WPG Enterprise A LLC (2018 to 2020), and WPG Enterprise SOP LLC (2018 to 2019).

Richard B. Aubrey III has served as a director of the Company since February 8, 2020. Qualifications and Experience: Mr. Aubrey is currently a Managing Director at Anchorage Capital Group, L.L.C. (“Anchorage”), which he joined in September 2014. At Anchorage, Mr. Aubrey is responsible for leading the research process across the energy space, including upstream, midstream and offshore drilling. Prior to joining Anchorage, Mr. Aubrey worked at First Reserve Corporation from 2010-2012 as a private equity associate. Mr. Aubrey started his career in Houston with UBS Investment Bank in the Global Energy Group. Mr. Aubrey received a Bachelor of Science in Economics and a Masters of Business Administration with Honors from The Wharton School. Mr. Aubrey serves on the Compensation Committee.

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Directorships for the past five years: None

Ihab Toma has served as a member of the Board of Directors and as Chief Executive Officer of the Company since August 29, 2016. Qualifications and Experience: Mr. Toma has over 35 years of experience in the oilfield industry. From 2014 until 2016, Mr. Toma served as a senior advisor to First Reserve Corporation, a leading global private equity and infrastructure firm exclusively focused on energy. Previously, Mr. Toma served from 2009 until 2013 in various executive capacities at Transocean, as Executive Vice President - Chief of Staff, Executive Vice President - Operations, Executive Vice President - Global Business and Senior Vice President - Marketing and Planning. Prior to his time at Transocean, from 1986 until 2009, Mr. Toma served in multiple capacities at Schlumberger. He served as Vice President, Sales and Marketing for Europe, Africa and Caspian for Schlumberger Oilfield Services from April 2006 to August 2009. From 2000 to 2006, he led Schlumberger’s Information Solutions business in various capacities, including President, Vice President - Sales and Marketing, Vice President – Information Management and Vice President – Europe, Africa and CIS Operations. Mr. Toma began his career with Schlumberger in 1986. He holds a Bachelor of Science degree in Electrical, Electronics and Communications Engineering from Cairo University, Egypt.

Directorships in the past five years: Apex International (January 2019 to Present), 3T/Drilling Systems (UK) Ltd. (June 2015 to present), AGR Group (Vice Chairman from January 2015 to December 2018), Engström & Engstöm (Chairman from May 2014 to May 2017), Fara-Rever (January 2018 to February 2021) and Paradigm Geophysical Corp (October 2013 to April 2018).

On April 24, 2020, the Company was informed by Mr. Matthew W. Bonanno of his decision to resign from the Board of Directors of the Company, effective immediately.  This decision was not related to a disagreement with the Company on any matter relating to its operations, policies or practices.  

On June 9, 2020, the Company's Board of Directors, at a duly convened meeting thereof, exercised its authority pursuant to the Company’s memorandum and articles of association, and elected Mr. Jack Land effective immediately to fill the vacancy resulting from Mr. Matthew W. Bonanno’s resignation on April 24, 2020, to hold office until the next annual general meeting of shareholders of the Company or until his successor, if any, is duly elected and qualified.

In connection with his employer's and their affiliates' sale of substantially all of their Vantage Drilling International common stock, Mr. Scott McCarty decided not to stand for re-election at the Company's annual general meeting of shareholders.

On August 11, 2020, at the Company’s annual general meeting of shareholders, the shareholder of the Company elected Messrs. Bates, Larsen, Wells, Gordon, Aubrey, Toma and Land as directors of the Company, to hold office until the next annual general meeting of shareholders or until their respective successors are duly elected and qualified or until their earlier death, resignation or removal.

On December 31, 2020, the Company was informed by Mr. Jack Land of his decision to resign from the Board of Directors of the Company, effective immediately. This decision was not related to a disagreement with the Company on any matter relating to its operations, policies or practices.  

Executive Officers

With respect to all of the following officers, references to offices held by such individuals in the following paragraphs are to offices with Vantage Drilling Company prior to the effectiveness of the Company’s Chapter 11 bankruptcy proceedings on February 10, 2016 (if applicable) and to offices with the Company after February 10, 2016.

Douglas W. Halkett has served as our Chief Operating Officer since January 2008 and served as a member of the Office of Chief Executive from March 2016 until August 29, 2016. Prior to joining us, Mr. Halkett served with Transocean Inc. as Division Manager in Northern Europe (UK & Norway) from January 2004 to November 2007, as an Operations Manager in the Gulf of Mexico

from February 2001 to December 2003, and as Operations Manager and Regional Operations Manager in the UK from July 1996 to January 2001. Prior to joining Transocean, Mr. Halkett worked for Forasol-Foramer in various operational and business roles from January 1988 to June 1996, and was assigned in Paris and various locations in the Far East. Mr. Halkett started his career with Shell International in Holland and Brunei in 1982 and joined Mobil North Sea Ltd in 1985. Mr. Halkett earned a First Class Honours Degree in Mechanical Engineering from Heriot Watt University (Edinburgh) in 1981 and attended the Program for Management Development at Harvard Business School in 2003.

Douglas E. Stewart has served as our General Counsel and Corporate Secretary since June 2016, our Chief Compliance Officer since December 12, 2016 and our Chief Financial Officer since May 2020. Mr. Stewart joined the Company from Stallion Oilfield Holdings, Inc., where he served as Executive Vice President, General Counsel and Secretary. Mr. Stewart joined Stallion in June 2007 from Occidental Development Company, a subsidiary of Occidental Petroleum Corporation, where he served in the international business development group. Prior to joining Occidental in January 2007, he practiced corporate finance and securities law, specializing in private equity and mergers and acquisitions, at Vinson & Elkins LLP from September 2001 until December 31,

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2006. Mr. Stewart received his Bachelor of Arts degree in Economics and International Studies from Trinity University and his J.D. from the University of Texas School of Law.

William L. Thomson has served as our Vice President—Marketing & Business Development since June 2016, prior to which he served as our Vice President of Technical Services, Supply Chain & Projects from March 2008. Prior to joining us, Mr. Thomson worked for Transocean, and predecessor companies, beginning in 1994, where, in addition to other roles, Mr. Thomson served as Operations Manager – Assets in the United Kingdom sector of the North Sea managing ten semi-submersibles and as Technical Support Manager – Africa. Additionally, Mr. Thomson worked extensively as a Project Manager responsible for various refurbishments, upgrades and new build jackup projects in shipyards in Africa, Asia, Europe, and the Middle East. Mr. Thomson earned an Honours degree in Naval Architecture and Offshore Engineering from the University of Strathclyde (UK) in 1992 and a PgD in Oil and Gas Law from the Robert Gordon University in 2006.

Linda J. Ibrahim has served as our Vice President of Tax and Governmental Compliance since February 2015, and has served the Company in various tax and compliance roles since 2010. Prior to joining the Company, Ms. Ibrahim was employed by Pride from 2006 to 2010, and PricewaterhouseCoopers LLP from 1999 to 2006, serving clients in the energy industry. Ms. Ibrahim holds a Bachelor of Business Administration – Accounting from the University of Houston and is a certified public accountant licensed in the state of Texas.

Material Changes in Director Nominations Process

There have not been any material changes to the procedures by which shareholders may recommend nominees to the Board of Directors.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees (the “Code of Conduct”). Our Code of Conduct is available at www.vantagedrilling.com on the “Corporate Governance” page under the link “Vantage Code of Business Conduct and Ethics.” We intend to include on our website any amendments to, or waivers from, a provision of the Code of Conduct that applies to our principal executive officer, principal financial officer, or controller that relates to any element of the “code of ethics” definition contained in Item 406(b) of Regulation S-K.

Audit Committee

The Audit Committee reviews and recommends to the Board of Directors internal accounting and financial controls and accounting principles and auditing practices to be employed in the preparation and review of our financial statements. In addition, the Audit Committee has authority to engage independent registered public accountants to audit our annual financial statements and determine the scope of the audit to be undertaken by such accountants. The Audit Committee is also charged with reviewing and approving all related party transactions.

Our Audit Committee is comprised of Messrs. Larsen, Bates and Wells with Mr. Larsen serving as Chairman of the Audit Committee. Messrs. Larsen, Bates and Wells are considered by the Board of Directors to be independent. Each of Messrs. Larsen, Bates and Wells qualifies as an audit committee financial expert as defined in Item 407(d) of Regulation S-K. The Audit Committee operates pursuant to a written charter, which is available at www.vantagedrilling.com on the “Corporate Governance” page under the link “Audit Committee Charter.”

Item 11. Executive Compensation

Compensation Discussion and Analysis

Our 2020 Named Executive Officers

This Compensation Discussion and Analysis (“CD&A”) focuses on the compensation of our 2020 named executive officers, who were:

• Ihab Toma, Chief Executive Officer

• Douglas Halkett, Chief Operating Officer

• Douglas E. Stewart, Chief Financial Officer, General Counsel, Chief Compliance Officer & Corporate Secretary

• William L. Thomson, Vice President, Marketing and Business Development

• Linda J. Ibrahim, Vice President of Tax and Governmental Compliance

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• Thomas J. Cimino, former Chief Financial Officer

On May 15, 2020, Thomas J. Cimino stepped down from his position as Chief Financial Officer of the Company and his employment with the Company terminated.  In connection with the foregoing, the Company’s Board of Directors appointed Douglas E. Stewart as the Company’s Chief Financial Officer.  Mr. Cimino served as a consultant to the Chief Executive Officer until June 30, 2020.   

Compensation Philosophy and Objectives

Our executive compensation program reflects our philosophy that executive officers’ compensation should be closely aligned with the long-term interests of stakeholders and strongly correlated with both company-wide and individual performance. Accordingly, our executive compensation program places an emphasis on equity-based incentives and performance based compensation. The key business metrics we have historically considered in establishing targets and measuring the performance of our executive officers have included safety performance and financial performance.

The objectives of our executive compensation program are to attract, retain and motivate experienced, high-quality professionals to meet the long-term interests of our shareholders and to reward outstanding performance. Many of our competitors are larger and more established offshore drilling companies with greater financial resources. Consistent with our philosophy and objectives, we designed a compensation program which we believe to be competitive with companies with which we compete for talent and have evaluated the mix of compensation between fixed (annual base salary) and performance-based compensation.

The components of our compensation program currently include:

• Annual Base Salary. The fixed cash component of our compensation program is used to attract and retain executives at levels intended to be competitive and to compensate executives for their day-to-day duties and responsibilities.

• Annual Cash Incentive Awards. This component of our compensation program is an annual cash incentive opportunity based on our performance relative to the metrics established by the Compensation Committee and the individual executive’s performance measured against his or her individual performance goals.

• Time-vested Equity Awards. This component of our compensation program consists of time-vested equity awards designed to encourage retention and align the executives’ interest with our stakeholders.

• Performance-based Equity Awards. This component of compensation consists of performance-based equity awards and was designed to focus executives’ performance on our business and financial performance which would generate long-term shareholder value.

• A Special Cash-Based Long-Term Retention Award. This component of compensation consists of a special cash-based retention award issued under the Amended 2016 Management Incentive Plan related to the Petrobras litigation settlement that vests over several years, as described in more detail below.

• Other Benefits. This component of our compensation program has historically consisted primarily of a match for U.S. participants in a 401(k) plan, car allowances and subsidizing employees on assignments outside their home country (including expatriate housing, schooling, home airfare and foreign taxes).

2020 Compensation Program

Due to the ongoing difficulties in the offshore drilling industry, and the ongoing COVID-19 pandemic, on March 31, 2020 the named executive officers agreed to 20% reductions in their base salary levels effective April 1, 2020 until June 30, 2020. On July 1, 2020, each named executive officer’s base salary level was restored to levels in effect prior to April 1, 2020. The Company subsequently enacted salary reductions of 10% to the annual base salaries of all our employees, including but not limited to the named executive officers for the remainder of 2020, which reductions are still in effect. In addition, independent members of our Board of Directors also agreed to a reduction in annual compensation. For more details on this reduction, see "Director Compensation" in this Part III, Item 11. To address retention concerns and incentivize the named executive officers to focus on short-term goals and objectives, the Compensation Committee determined it was appropriate to continue to operate an annual bonus program for 2020, as discussed in greater detail below. The Compensation Committee determined that it was both reasonable and in the Company’s best interests to provide the named executive officers with this type of compensation opportunity during 2020 in order to ensure that the executives were properly motivated to drive the Company toward its financial objectives.

Role of Compensation Committee

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Our Compensation Committee is responsible for determining the compensation of our directors and executive officers as well as establishing our compensation philosophies. The Compensation Committee operates independently of management and annually has the authority to seek advice from advisors as it deems appropriate. The Compensation Committee reviews our compensation program, including the allocation of the respective components of compensation, and operates pursuant to a written charter, which is available at www.vantagedrilling.com on the “Corporate Governance” page under the link “Compensation Committee Charter.” Pursuant to its charter, the Compensation Committee may, in its discretion and to the extent permissible by law, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee. The Compensation Committee reviews and approves the compensation and benefits for executive officers of the Company (other than the CEO), and reviews and recommends for approval by the Board the compensation and benefits of the CEO.

Our Compensation Committee is currently comprised of Messrs. Wells, Aubrey and Larsen, with Mr. Wells serving as Chairman of the Compensation Committee.

Role of Benchmarking of Compensation and Peer Group

The Compensation Committee did not establish a peer group in connection with making compensation decisions in respect of 2020 and did not engage in any formal benchmarking in determining 2020 executive compensation. The Compensation Committee may, from time to time, review current practices of similarly-situated, publicly-held companies in the offshore drilling and oilfield services industries when it makes compensation-related decisions. In connection with its review, the Compensation Committee may consider the cash and equity compensation practices of other publicly held companies that are of a similar size, or that directly compete with us in the offshore contract drilling industry, through the review of such companies’ public reports and through other resources.

Role of Compensation Consultant

During 2020, the Compensation Committee did not retain the services of an outside compensation consultant.

Role of Executive Officers in Compensation Decisions

For 2020, no executive officer played a role in determining the amount or form of compensation paid to the Company’s executive officers, other than Mr. Toma, who provided input with respect to the performance goals and applicable target bonus levels (other than his own target bonus level) applicable to the 2020 annual cash incentive program.

Elements of our Compensation Program

As described above, there are typically six primary elements to our executive compensation program—annual base salary, annual cash incentive awards, time-based equity awards, performance-based equity awards, longer-term cash-based retention awards and other benefits. Each of these elements are described in greater detail below.

Annual Base Salary. On March 31, 2020, as part of our efforts to reduce operating and corporate costs in light of the global economic decline and public health crisis resulting from the spread of COVID-19, each named executive officer agreed to a 20% reduction in salary effective April 1, 2020 until June 30, 2020. On July 1, 2020, each named executive officer’s base salary level was restored to levels in effect prior to April 1, 2020 and then subsequently reduced by 10% on July 1, 2020. The reductions in base salary have no effect on the other terms of the Employment Agreements or named executive officer compensation.

Annual Cash Incentive Awards. To incentivize the named executive officers to focus on short-term goals and objectives, the Compensation Committee determined it was appropriate to approve a performance-based annual bonus program for 2020 (the “2020 Annual Bonus Program”). Under the 2020 Annual Bonus Program, each of the named executive officers had the opportunity to earn a cash payment based on the level of achievement of the following performance goals, each of which was weighted at 33%: (1) certain health and safety objectives, including the Total Recordable Incident Rate, the Lost Time Incidence Rate, the Dropped Object Incidence Rate and reducing hand and finger injuries, (2) Contracts Awarded for Rigs and (3) level of cash at year end (collectively, the “Operational Goals”). In addition, each of the named executive officers had the opportunity to earn a cash payment based on the level

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of achievement of certain strategic performance goals, each of which was weighted at 50%: (1) Cash Breakeven in the Second Half of 2020 and (2) the execution of a strategic transaction.

At the beginning of 2020, the Compensation Committee established target bonus opportunities for each of the named executive officers, expressed as a percentage of the named executive officer’s annual base salary:

 

Last name	First name	Position	Annual Salary	Bonus Target (as percentage of Annual Salary)
Toma	Ihab	Chief Executive Officer	$ 500,000	100 %
Halkett	Douglas	Chief Operating Officer	$ 430,000	80 %
Stewart	Douglas	Chief Financial Officer & General Counsel	$ 285,000	75 %
Thomson	William	VP Marketing	$ 285,000	100 %
Ibrahim	Linda	Vice President of Tax and Governmental Compliance	$ 220,000	70 %

The maximum amount payable to each named executive officer under the 2020 Annual Bonus Program is 200% of the applicable named executive officer’s target bonus amount. Up to 100% of each named executive officer’s target bonus opportunity is based on the level of achievement of the Operational Goals, with the ability to earn between 101%-200% of the applicable target annual bonus opportunity based on the level of achievement of our two pre-established strategic goals. Following the end of the performance period, the Compensation Committee determined that the level of achievement of the Operational Goals was 61% and the level of achievement of the strategic goals was 25%, resulting in an aggregate level of performance achieved across all performance goals of 86%. As a result, each named executive officer earned approximately 86% of his target annual bonus amount for 2020. For the amounts earned by each of the named executive officers in respect of 2020 performance, see the “Non-Equity Incentive Compensation” column of the 2020 Summary Compensation Table. As a result of his termination of employment, Mr. Cimino did not earn an annual incentive bonus for 2020.

Time-based and Performance-based Equity Awards.

Amended 2016 Management Incentive Plan

On February 10, 2016, the Company’s Board of Directors adopted and approved the Company’s new 2016 Management Incentive Plan (the “2016 MIP”) pursuant to which the Compensation Committee had the ability to grant awards to employees, directors and consultants of the Company, as determined by the Compensation Committee. Pursuant to the 2016 MIP, the Compensation Committee could grant awards in the form of stock options, restricted stock, restricted stock units or other awards of the Company, subject to vesting conditions determined by the Compensation Committee. No grants were made under the MIP.

On August 9, 2016, the Board of Directors approved an amendment and restatement of the 2016 MIP in order to better align the terms of the 2016 MIP with our overall business strategy and operational performance (the “Amended 2016 MIP”). The Board of Directors also approved form award agreements to be used for grants under the Amended 2016 MIP, including time-based and performance-based restricted stock units to acquire units of our stapled securities. Pursuant to such form award agreements, time-based restricted stock units vest ratably annually over a four-year period, and performance-based restricted stock units vest (if at all) in accordance with a vesting schedule that is based on achievement of a multiple of “total enterprise value” of the Company, as tested on the occurrence of a “qualified liquidity event” or, if later, the seventh anniversary of the date the 2016 MIP became effective.

All of the current named executive officers received these awards during 2016, but no additional grants were made to them during 2017, 2019 or 2020. During 2018, Mr. Thomson received 1,030 time-based restricted stock units and 2,430 performance-based restricted stock units on the same terms and conditions described above. For the grant date fair values of the equity-based awards granted to the named executive officer under the Amended 2016 MIP, see the 2016 “Stock Awards” column of the Summary Compensation Table.

In connection with the conversion of the Company's 1%/12% Step-Up Senior Secured Third Lien Convertible Notes into the Company's ordinary shares on December 4, 2019, each restricted stock unit was converted into the right to receive approximately 2.868 Company common shares, with a per-share average fair value of $66.26. Following the conversion of the Company's 1%/12% Step-Up Senior Secured Third Lien Convertible Notes, 963,380 common shares are reserved for issuance under the Amended 2016 MIP. As of December 31, 2020, there were 308,239 shares available for future grant under the Amended 2016 MIP.

On November 18, 2019, following the receipt of proceeds in connection with, and the procurement of a special litigation insurance policy by certain of the Company’s subsidiaries relating to, the Petrobras litigation matter, the Board declared a special cash dividend equal to $40.03 per share of the Company’s common stock (the “Dividend”). The Dividend was paid on December 17, 2019 to holders of record as of the close of business on December 10, 2019. Pursuant to the terms of the applicable award agreements, the

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named executive officers were entitled to accrue dividend equivalents in respect of the shares of common stock underlying their restricted stock unit awards outstanding when such Dividend was paid. These dividend equivalents are subject to the same vesting and settlement conditions applicable to the underlying restricted stock units, and will be paid at the same time the underlying restricted stock units are settled. As of the date of this filing, all of the named executive officers’ restricted stock units had vested and none of which have settled.

Cash-Based Long Term Retention Awards.

On July 19, 2019, following the Company’s receipt of proceeds from an arbitration award issued in connection with the Petrobras litigation matter, the Board of Directors approved the grant of certain cash-based long term retention awards and their related award agreements, also known as the Petrobras Litigation Awards (the “Cash-Based Retention Awards”) to executives and other key employees in an aggregate of approximately $19.3 million. The Cash-Based Retention Awards were issued under the Amended 2016 MIP Pursuant to the award agreements, commencing on June 21, 2019, at which time the Cash-Based Retention Awards were to vest over a four-year period as follows:

Termination. Upon the termination of the participant’s service for any reason, unless otherwise determined by the Compensation Committee, all unvested portions of the Cash-Based Retention Awards would be forfeited and canceled with no compensation owed in respect of such amounts to participant.

Change of Control. Upon a qualified liquidity event (as defined in the applicable award agreement), the Board of Directors will have the right, in its sole discretion, to cause any remaining unvested amounts of the Cash-Based Retention Awards to vest reflecting a cumulative of up to 100% of Cash-Based Retention Awards.

Other provisions. The agreements relating to the Cash-Based Retention Awards contain customary provisions relating to confidentiality, non-competition and non-solicitation.

On September 25, 2019, the Board of Directors amended the terms and conditions of the Cash-Based Retention Awards (the “Amended Cash-Based Retention Awards”). The material changes to the Cash-Based Retention Awards as reflected in the Amended Cash-Based Retention Awards relate to vesting (as described below) and certain adjustments to the amounts to be awarded:

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determined by the Board of Directors (each of which constitutes a “Vesting Event”), then 25 % of the Amended Cash-Based Retention Awards would vest and be payable to the participant.

The provisions relating to termination, change of control, confidentiality, non-competition and non-solicitation were generally unchanged from the Cash-Based Retention Awards.

Severance and Other Termination Payments

The named executive officers are entitled to receive severance benefits under the terms of their employment agreements. Prior to the effectiveness of our chapter 11 bankruptcy plan on February 10, 2016, certain of the named executive officers were subject to the Company’s change of control policy. The purpose of the change of control policy was to:

• ensure that the actions and recommendations of our senior management with respect to a possible or actual change of control are in the best interests of the company and our shareholders, and are not influenced by their own personal interests concerning their continued employment status after the change of control; and

• reduce the distraction regarding the impact of an actual or potential change of control on the personal situation of the named executive officers and other key employees.

In connection with the negotiation of the Amended and Restated Employment Agreements (as defined below), the economic terms of the change of control policy were incorporated into the Amended and Restated Employment Agreements in order to streamline the provision of severance and related benefits with respect to those executives who are party to those employment agreements.

Employment Agreements. Effective as of the effectiveness of our Chapter 11 bankruptcy plan on February 10, 2016, we entered into amended and restated employment agreements (the “Amended and Restated Employment Agreements”) with Messrs. Halkett and Thomson and Ms. Ibrahim, each effective February 10, 2016. The Amended and Restated Employment Agreements provide for certain severance benefits. Pursuant to the Amended and Restated Employment Agreements, upon certain terminations of employment or following a change of control, outstanding equity-based awards granted under the Amended 2016 MIP will be governed by the terms of the Amended 2016 MIP. In connection with their commencement of employment, Messrs. Toma and Stewart each entered into employment agreements with us that provide for certain severance benefits upon certain terminations of employment (which are described in more detail below). Additionally, certain of our named executive officers may be entitled to additional severance benefits in the event the officer is terminated following a change of control. More detailed information about the employment agreements and the possible payouts under the change of control policy is contained in “Employment Agreements” and “Potential Payments Upon Termination or Change of Control.”

 

Other Compensation Policies

Other Compensation. We have established and maintain various employee benefit plans, including medical, dental, life insurance and a 401(k) plan. These plans are generally available to all salaried employees and do not discriminate in favor of executive

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officers or directors. We also provide certain of our executive officers with a limited number of perquisites which we believe are reasonable and competitive with other companies of our size in our industry. For certain executive officers, these include reimbursement for the cost of an annual physical, a car allowance, and/or certain housing expenses, as well as certain expatriate benefits described in more detail below. The amounts paid to each of the Company’s named executive officers in respect of such benefits are shown in the “All Other Compensation” column of the 2020 Summary Compensation Table.

Expatriate benefits. Employees, including the named executive officers, who reside outside of their home country as a result of their job responsibilities receive certain expatriate benefits that we believe are competitive with those of peer companies engaged in significant international operations. For expatriate named executive officers, these perquisites may include paid housing and utilities, a car allowance, an annual home leave flight allowance for the employee and eligible family members, and school tuition expenses for their children. These expatriate benefits phase out over a period of time specified for certain of our international and domestic locations.

Compensation Policies and Risk Management. It is the responsibility of the Compensation Committee to ensure that the Company’s policies and practices related to compensation do not encourage excessive risk-taking behavior. The Compensation Committee believes that its current compensation policies and practices are not reasonably likely to have a material adverse effect on the Company and do not encourage excessive risk-taking behavior.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code places a limit of $1 million per year on the amount of compensation paid to certain of a public company’s executive officers that may be deductible for any single taxable year. The Tax Cuts and Jobs Act, enacted on December 22, 2017, substantially modified Section 162(m) and, among other things, expanded the definition of “public company” to include companies that have reporting obligations under Section 15(d) of the Exchange Act. As a result, for taxable years beginning after December 31, 2017, certain compensation paid by the Company to our “covered employees” (as defined under Section 162(m)) that exceeds $1 million may not be deductible to the Company. The Compensation Committee considered the impact of Section 162(m) in making compensation decisions during 2020, but did not base any of its compensation decisions solely on the applicable tax consequences. The Compensation Committee will continue to monitor the impact of Section 162(m) on the Company’s executive compensation programs.

Summary Compensation Table

The following table shows information concerning the annual compensation for services provided to us by our named executive officers during 2020, 2019 and 2018.

Name and Principal Position	Year	Salary ($)			Stock Awards ($) (1)			Non-Equity Incentive Plan Compensation ($) (2)			Bonus ($) (3)			Other Compensation ($) (4)			Total Compensation ($)
Ihab Toma	2020		450,000			-			430,500			952,565			115,835			1,948,900
Chief Executive Officer	2019		500,000			-			680,015			952,565			118,851			2,251,431
	2018		500,000			-			708,333			-			145,267			1,353,600
Douglas W. Halkett	2020		387,000			-			296,184			476,283			86,370			1,245,837
Chief Operating Officer	2019		430,000			-			467,850			476,283			86,370			1,460,503
	2018		430,000			-			487,333			-			83,966			1,001,299
Douglas E. Stewart	2020		267,133			-			184,039			1,190,707			32,054			1,673,933
Chief Financial Officer, General	2019		285,000			-			290,706			1,190,707			30,187			1,796,600
Counsel and Corporate Corporate Secretary	2018		285,000			-			303,813			-			30,625			619,438
William L. Thomson	2020		267,133			-			245,385			285,770			50,254			848,542
Vice President -	2019		285,000			-			331,084			285,770			57,522			959,376
Marketing and Business Development	2018		285,000			226,600			303,813			-			54,848			870,261
Linda J. Ibrahim	2020		206,208			-			132,594			190,514			23,331			552,647
Vice President of Tax and
Governmental Compliance
Tomas J. Cimino	2020		135,923			-			-			285,770			329,115			750,808
former Chief Financial Officer	2019		285,000			-			290,706			285,770			30,487			891,963
	2018		285,000			-			303,813			-			30,725			619,538

 

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(1) The amount shown represents the grant date fair value of restricted stock unit awards granted to Mr. Thomson during 2018 and calculated in accordance with FASB ASC Topic 718. The aggregate grant date fair value of the performance-based restricted stock unit awards granted during 2018 was determined to be $0 pursuant to FASB ASC Topic 718, taking into account the “probable” outcome of the applicable performance criteria. For detailed information on the assumptions used for purposes of valuing equity-based instruments, please see “Note 6, Shareholder’s Equity” in the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. No equity-based compensation awards were granted to the named executive officers during 2019 or 2020

(2) The amounts shown reflect amounts earned by the named executive officers in respect of performance under the respective year's Annual Bonus Program. These amounts were paid to the named executive officers in a lump sum early in the subsequent year.

(3) The amounts shown reflect amounts earned by the named executive officers in respect of vesting of one quarter of awards paid to each named executive officer in respect of the 2020 Vesting Event under the Amended Cash-Based Retention Awards.

(4) Additional detail for 2020 “All Other Compensation” is provided in the table below:

Name	Schooling ($) (i)			Housing ($)			401(k) Contributions ($)			Home Airfare ($)			Vehicle ($)			Other Compensation ($)(ii)			Total ($)
Ihab Toma	—				100,800		—				2,000			11,444			1,591			115,835
Douglas W. Halkett	—				73,470		—				2,000			10,899		—				86,370
Douglas E. Stewart	—			—				17,100		—				14,954		—				32,054
William L. Thomson		20,470		—				17,100		—				9,346			3,338			50,254
Linda J. Ibrahim	—			—				17,100		—				6,231		—				23,331
Tomas J. Cimino	—			—				17,100		—				7,588			304,427			329,115

(i) Amount shown consists of approximately $20,000 in respect of school tuition expenses for Mr. Thomson’s children and a related gross up payment of $470.

(ii) Amounts shown for Messrs. Toma and Thomson are for payment of tax preparation fees. Amount shown for Mr. Cimino relates to termination payments made during 2020.

Employment Agreements

Effective as of the effectiveness of our Chapter 11 bankruptcy plan on February 10, 2016, we entered into the Amended and Restated Employment Agreements with Messrs. Halkett and Thomson and Ms. Ibrahim, each effective February 10, 2016. The Amended and Restated Employment Agreements supersede the employment agreements such named executive officers had in place with the company prior to February 10, 2016. We entered into the Amended and Restated Employment Agreements primarily for purposes of updating certain terms of our prior arrangements with such named executive officers, including modifications (i) to comply with changes in law, and (ii) to clarify certain terms and definitions.

The Amended and Restated Employment Agreements provide that Messrs. Halkett and Thomson and Ms. Ibrahim are entitled to annual base salaries of $430,000, $285,000 and $220,000, respectively, with target annual cash incentive awards equal to 80%, 70% and 70% of their respective base salaries (which, for Mr. Thomson, was subsequently increased to 75% and then to 100%). Subject to adjustments based on market conditions and industry compensation trends, each of the Amended and Restated Employment Agreements includes a recommendation for the approximate annual amount to be awarded to each executive in the form of restricted shares and/or share options as follows: $1,250,000 to Mr. Halkett, $712,500 to Mr. Thomson and $275,000 to Ms. Ibrahim. In lieu of making such recommendation, the Compensation Committee granted equity awards pursuant to the Amended 2016 MIP as described above.

The term of each of the Amended and Restated Employment Agreements is subject to automatic extension for an additional one-year period on each anniversary of such agreement, unless either party gives notice of non-renewal at least 90 days before the renewal date.

Under the terms of the Amended and Restated Employment Agreements, Messrs. Halkett and Thomson and Ms. Ibrahim are prohibited from competing with us or soliciting any of our customers or employees for a period of time following the termination of his employment, the duration of which is based on the circumstances of termination. Additionally, the Amended and Restated Employment Agreements with Messrs. Halkett and Thomson provide that upon “retirement” (as such term is defined in the Amended and Restated Employment Agreements), all stock awards granted to the applicable executive through the date of retirement shall vest immediately (other than awards granted under the Amended 2016 MIP, which awards will be governed by the Amended 2016 MIP and the applicable award agreements).

On May 10, 2016, we entered into an employment agreement with Mr. Stewart in connection with his appointment as Vice President, General Counsel and Corporate Secretary of the Company, to be effective on June 9, 2016. His employment agreement has

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an initial term of one year and provides for an annual base salary of $285,000 with an annual target bonus, beginning in fiscal year 2017, of no less than 75% of Mr. Stewart’s annual base salary. The other terms of Mr. Stewart’s employment agreement are substantially the same as those in the Amended and Restated Employment Agreements. As contemplated in his employment agreement, on August 24, 2016, the Compensation Committee approved a grant to Mr. Stewart consisting of 5,151 time-based restricted stock units and 12,018 performance-based restricted stock units to acquire units of our stapled securities under the Amended 2016 MIP. This grant became effective on August 29, 2016. In connection with the conversion of the Company's 1%/12% Step-Up Senior Secured Third Lien Convertible Notes into the Company's ordinary shares on December 4, 2019, each restricted stock unit was converted into approximately 2.868 Company common shares.

 

On May 15, 2020, the Company’s Board of Directors appointed Douglas E. Stewart as the Company’s Chief Financial Officer.  Along with this role, Mr. Stewart continues to serve as the Company’s General Counsel and Corporate Secretary as well as Chief Compliance Officer, roles he has held at the Company since June 2016 and December 2016, respectively. Mr. Stewart’s employment agreement with the Company remained unchanged other than to acknowledge the increase in his duties and responsibilities.

On August 9, 2016, we entered into an employment agreement with Mr. Ihab Toma in connection with his appointment as Chief Executive Officer of the Company (the “Employment Agreement”), which became effective as of August 29, 2016 (the “Employment Effective Date”). The initial term of the Employment Agreement was two years from the Employment Effective Date, subject to automatic one-year renewals thereafter. The initial two-year term, and any subsequent annual renewal terms, may end earlier in accordance with the terms of the Employment Agreement.

Pursuant to the Employment Agreement, Mr. Toma receives an annual base salary of $500,000, and has the opportunity to earn an annual bonus based on his and/or our achievement of certain performance criteria established by the Compensation Committee. For each fiscal year beginning with our 2017 fiscal year, Mr. Toma’s target annual bonus opportunity will be equal to 100% of his annual base salary (the “Target Annual Bonus”), subject to a maximum annual bonus payout equal to 200% of his base salary. In 2020, Mr. Toma also received a housing allowance of $7,500 per month.

 

In connection with his appointment to the position of Chief Executive Officer, the Board of Directors, upon the Compensation Committee’s recommendation, approved a grant to Mr. Toma under the Amended 2016 MIP consisting of 43,266 performance-based restricted stock units to acquire units of our stapled securities (the “Performance-Based Awards”) that vest based on the Company’s “total enterprise value” (as defined in the applicable award agreement), as measured on the first to occur of either (i) a “qualified liquidity event” (as defined in the applicable award agreement); or (ii) February 10, 2023. Upon certain terminations of employment, a portion of the Performance-Based Awards will remain eligible to vest based on future performance. The Board of Directors also approved a grant under the Amended 2016 MIP consisting of 18,543 time-based restricted stock units to acquire units of our stapled securities (the “Time-Based Awards”) that vest ratably on each of the first four anniversaries of the effective date of the Company’s plan of reorganization, subject to Mr. Toma’s continuous employment with us on each applicable vesting date. Upon a qualified liquidity event, the unvested portion (if any) of the Time-Based Awards will vest. The Performance-Based Awards and Time-Based Awards became effective on the Employment Effective Date. In connection with the conversion of the Company's 1%/12% Step-Up Senior Secured Third Lien Convertible Notes into the Company's ordinary shares on December 4, 2019, each restricted stock unit was converted into the right to receive approximately 2.868 Company common shares.

Pursuant to the Employment Agreement, Mr. Toma has agreed to indefinite confidentiality and non-disparagement obligations. The Employment Agreement also provides that Mr. Toma will not compete with us or solicit our customers or employees, in any case during his employment with us or for a period of one year thereafter. This period increases to two years in the case of Mr. Toma’s retirement from the Company and, in the case of the non-competition provision, is also extended to coincide with his continued receipt of severance benefits (for a period of up to two years following the termination of his employment with us).

On March 31, 2020, as part of our efforts to reduce operating and corporate costs in light of the global economic decline and public health crisis resulting from the spread of COVID-19, each named executive officer entered into an amendment and waiver to their employment agreement, agreeing to a 20% reduction in salary effective April 1, 2020 until June 30, 2020 and waiving any claim the executive may have to claim “good reason” in connection therewith. The reduction in base salary had no effect on the other terms of the Employment Agreements. On July 1, 2020, each named executive officer’s base salary level was restored to levels in effect prior to April 1, 2020 and then subsequently reduced by 10%.

In connection with the conversion of the Company's 1%/12% Step-Up Senior Secured Third Lien Convertible Notes into the Company’s ordinary shares on December 4, 2019, each restricted stock unit was converted into the right to receive approximately 2.868 Company common shares.

 

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Grants of Plan Based Awards Table

The following table provides information with respect to incentive plan-based awards made during fiscal year 2020 to the named executive officers.

Name	Grant Date	Threshold ($)			Target ($)			Maximum ($)			All other stock awards: Number of shares of stock or units (#) (2)			Grant date fair value of stock and option awards ($) (2)
Ihab Toma (1)	1/1/2020		-			500,000			1,000,000			-			-
Douglas W. Halkett (1)	1/1/2020		-			344,000			688,000			-			-
Douglas E. Stewart (1)	1/1/2020		-			213,750			427,500			-			-
William L. Thomson (1)	1/1/2020		-			285,000			570,000			-			-
Linda J. Ibrahim (1)	1/1/2020		-			154,000			308,000			-			-
Tomas J. Cimino (3)	1/1/2020		-			-			-			-			-

(1) Represents the target and maximum amounts payable to each named executive officer under the terms of the 2020 Annual Bonus Program. Pursuant to the terms of the 2020 Annual Bonus Program, no payment in respect of a particular performance goal may be earned unless “threshold” level with respect to that performance goal has been achieved. For any performance that falls between levels (e.g., between threshold and target level, and between target and maximum level), payout amounts are linearly interpolated between the two applicable reference points. For the amounts earned in respect of 2020, see the “Non-Equity Incentive Compensation Plan” column of the 2020 Summary Compensation Table.

(2) No new restricted stock units were granted to executive officers during 2020.

(3) No amount was earned as a result of termination of employment.

 

Outstanding Equity Awards at Year End

The following table provides information with respect to the status as of December 31, 2020 of all unvested restricted stock unit awards held by each of the named executive officers.  

Name	Number of Shares or Units of Stock That Have Not Vested (1)			Number of Unearned Shares, Units or Other Rights That Have Not Vested (2)			Market or Payout Value of Unearned Shares Units or Other Rights That Have Not Vested ($) (3)			Market Value of Shares or Units of Stock That Have Not Vested (4)
Ihab Toma		-									-
Ihab Toma					12,407			37,222			-
Douglas W. Halkett		-									-
Douglas W. Halkett					5,974			17,922			-
Douglas E. Stewart		-									-
Douglas E. Stewart					3,446			10,339			-
William L. Thomson		-									-
William L. Thomson					2,757			8,272			-
William L. Thomson		-									-
William L. Thomson					689			2,067			-
Linda J. Ibrahim		2,462									7,386
Linda J. Ibrahim					2,298			6,893			-
Tomas J. Cimino		-									-
Tomas J. Cimino					1,856			5,568			-

(1) Time-based restricted stock units granted to Ms. Ibrahim vest ratably on each of the first four anniversaries of March 21, 2017. No other officers had unvested time-based restricted stock units as of December 31, 2020.

(2) Performance-based restricted stock units granted to our named executive officers vest (if at all) in accordance with a vesting schedule that is based on achievement of a multiple of “total enterprise value” of the Company, as tested on the occurrence of a “qualified liquidity event” or, if later, February 10, 2023. The minimum percentage of performance-based restricted stock units that are eligible at the threshold level of achievement is 10 percent of the total performance-based restricted stock units granted, and the maximum number is 100 percent of the total performance-based restricted stock units granted. For Messrs. Toma, Halkett, Stewart, and Thomson and Ms. Ibrahim, respectively, there are 124,073; 59,739; 34,464; 34,464 and 22,976 performance-based restricted stock units eligible to vest as of December 31, 2020.

(3) The market value of unearned performance-based restricted stock units is equal to the number of unvested performance-based restricted that would be eligible to vest as a result of “threshold” level of achievement of the applicable performance criteria (i.e., 10% of the number of performance-based restricted stock units granted) times $3.00, the fair market value of one of our shares on December 31, 2020, based on broker-assisted trade indicators.

(4) The market value of time-based restricted stock units granted is equal to the number of unvested time-based restricted stock units times $3.00, the fair market value of one of our shares on December 31, 2020, based on broker-assisted trade indicators.

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Fiscal Year 2020 Stock Vested

The following table contains information about restricted stock units that vested during fiscal year 2020.

 

Name	Number of Units Acquired on Vesting (#) (1)			Value Realized on Vesting ($) (1)
Ihab Toma		13,293			39,879
Douglas W. Halkett		6,400			19,200
Douglas E. Stewart		3,692			11,076
William L. Thomson		3,694			11,082
Linda J. Ibrahim		2,462			7,386

(1) Per the terms of the award agreements, the time-based restricted stock units granted to the named executive officers during 2016 vest 1⁄4 on each of the first four anniversaries of February 10, 2016, but the settlement of the restricted stock units is deferred until the earlier of (i) the seventh anniversary of February 10, 2016, and (ii) a qualified liquidity event as defined in the Amended 2016 MIP. The amounts shown under the “Number of Units Acquired on Vesting” column represents the number of time-based restricted stock units that vested for each named executive officer on February 10, 2020, and the amounts shown under the “Value Realized on Vesting” column represents the applicable number of restricted stock units multiplied by $3.00. However, no common stock or other property was received by the named executive officers in connection with such vesting event.

Potential Payments Upon Termination or Change of Control

Assuming the employment of any of our named executive officers was to be terminated without cause, for good reason, or constructively terminated without cause, or in the event of a change of control, each as of December 31, 2020, the named executive officer would be entitled to payments in the amounts set forth below:

Termination Without Cause, For Good Reason, or Constructive Termination  

 

Compensation Type		Ihab Toma				Douglas W. Halkett				Douglas E. Stewart				William L. Thomson				Linda J. Ibrahim
Salary (1)……………………………		$	1,000,000			$	860,000			$	285,000			$	285,000			$	220,000
Bonus (1)…….		$	1,000,000			$	688,000			$	213,750			$	285,000			$	154,000
Accelerated Vesting of Equity Awards (2)….		$	-			$	-			$	-			$	-			$	7,386
		$	2,000,000			$	1,548,000			$	498,750			$	570,000			$	381,386
Termination Following a Change of Control
Salary (3)……………………………		$	1,500,000			$	1,290,000			$	285,000			$	285,000			$	220,000
Bonus (3)…….		$	1,500,000			$	1,032,000			$	213,750			$	285,000			$	154,000
Accelerated Vesting of Equity Awards (4)….		$	-			$	-			$	-			$	-			$	7,386
Accelerated Vesting of Cash-Based Retention Awards(5)….		$	1,905,130			$	952,566			$	2,381,414			$	571,540			$	381,028
		$	4,905,130			$	3,274,566			$	2,880,164			$	1,141,540			$	762,414

(1) Reflects payments equal to two years of annual salary and target annual bonus in the case of Messrs. Halkett and Toma, and one year of annual salary and target annual bonus in the case of Messrs. Thomson and Stewart and Ms. Ibrahim.

(2) Pursuant to the applicable award agreements under the Amended 2016 MIP, upon the occurrence of a termination of services for any reason, all unvested time-based restricted stock units will be forfeited and cancelled. Upon a termination by the Company without cause or by the named executive officer for good reason, a pro-rated portion of the performance-based restricted stock units would remain eligible to vest upon the first to occur of a qualified liquidity event or February 10, 2023, based on the multiple of “total enterprise value” of the Company measured as of applicable vesting date. The table above assumes that (based on, and consistent with, accounting opinions received by the Company pursuant to ASC Topic 718), on the applicable vesting date, the multiple of “total enterprise value” would fall below the “threshold” level of achievement, and therefore no value is included in table above in respect of accelerated vesting of performance-based restricted stock units.

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(3) Reflects payments equal to three years of annual salary and target annual bonus for Messrs. Halkett and Toma, and one year of salary and target annual bonus for Messrs. Thomson and Stewart and Ms. Ibrahim, payable pursuant to the terms of their respective employment agreements.

(4) Pursuant to the applicable award agreements, time-based restricted stock units granted to the named executive officers during 2016 will vest immediately upon a qualified liquidity event, as defined in the Amended 2016 MIP. The value shown in respect of the accelerated vesting of the time-based restricted stock units represents the number of unvested restricted stock units times $3.00, the fair market value of one of our shares on December 31, 2020, based on broker-assisted trade indicators. If a qualified liquidity event had occurred on December 31, 2020, all of the named executive officers’ performance-based units would have vested based on the multiple of “total enterprise value” of the Company measured as of December 31, 2020. The table above assumes that, as of December 31, 2020 (based on, and consistent with, accounting opinions received by the Company pursuant to ASC Topic 718), the multiple of “total enterprise value” of the Company would have fallen below the “threshold” level of achievement, and therefore no value is included in the table above in respect of accelerated vesting of the performance-based restricted stock units.

(5) Pursuant to the applicable award agreements, upon a change of control, the Board of Directors will have the right to cause the Amended Cash-Based Retention Awards to fully vest if such awards had not already vested by such time.

Pursuant to the Amended and Restated Employment Agreements, and pursuant to Mr. Stewart’s employment agreement, upon a termination without “cause” or by the executive for “good reason”, the named executive officers are eligible to receive severance payments based on a multiple of the applicable executive officer’s base salary and target annual bonus for the year of termination. Cash payments are payable in accordance with the Company’s regular payroll cycle over the applicable severance period, except in the case of a termination in connection with a change of control, in which case the payments are made in a lump sum within sixty days of the termination event. We are not obligated to make any cash payments to these executives if their employment is terminated by us for cause or by the executive without good reason. In the event of an executive’s death, we will pay the executive’s estate an amount equal to his annual base salary, bonus and the value of any equity awards. In the event of an executive’s disability, his employment will continue for one year from the date of disability. In addition, assuming the employment of any of our named executive officers was to be terminated “without cause”, for “good reason”, or “constructive[ly] terminated without cause”, or in the event of a “change of control” (as each such term is defined in the employment agreements), they would be entitled to accelerated vesting of all options and share awards (other than awards, if any, granted under the Amended 2016 MIP, which awards will be governed by the Amended 2016 MIP).

During the executive’s employment and for a period of (a) one year following a termination (or, with respect to the non-competition restriction, a period of time not to exceed two years following a termination during which the executive receives any payment of base salary from the Company) without cause, for good reason, constructive termination without cause or a termination in connection with a change of control or (b) two years following a termination due to retirement, the executive cannot work anywhere in the specified geographic region, and directly or indirectly:

(i) perform services for, have any ownership interest in, or participate in any business that engages or participates in a competing business purpose;

(ii) induce or attempt to induce any customer or client or prospective customer or client whom the executive dealt with or solicited while employed by us during the last twelve months of his employment; or

(iii) solicit, attempt to hire, or have any person employed by us work for the executive or for another entity, firm, corporation or individual.

If we terminate Mr. Toma’s employment without “cause” or if Mr. Toma resigns his employment for “good reason” (as those terms are defined in his employment agreement, and in either case, a “Qualifying Termination”), Mr. Toma will be eligible to receive an amount equal to two times the sum of (i) his annual base salary plus (ii) his target annual bonus, payable in equal installments over a two-year period following the termination date. In the event of an “anticipatory termination” within six months prior to a “change of control” (as those terms are defined in the employment agreement) or a Qualifying Termination within two years following a change of control, Mr. Toma will be eligible to receive one year of outplacement assistance and an amount equal to three times the sum of (i) his annual base salary plus (ii) his “average bonus amount” (as defined in the employment agreement, and which generally means the average of any annual bonuses paid or payable during the three-year period prior to occurrence of the change of control (but no less than his target annual bonus for any such year)). In the event of Mr. Toma’s death or “disability” (as defined in the employment agreement), he will be eligible to receive a pro-rated annual bonus, based on the actual achievement of the applicable performance criteria, and pro-rated for the number of days Mr. Toma was employed with the Company during the Company’s applicable fiscal year. In order to receive any of the severance benefits described above, Mr. Toma must execute a valid release of claims in favor of the Company. The employment agreement provides that Mr. Toma will not compete with us or solicit our customers or employees, in any case during his employment with us or for a period of one year thereafter. This period increases to two years in the case of Mr. Toma’s retirement from the Company and, in the case of the non-competition provision, is also extended to coincide with his continued receipt of severance benefits (for a period of up to two years following the termination of his employment with us).

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In connection with Mr. Cimino’s termination of employment, the Company and Mr. Cimino entered into a Separation, Transition and General Release Agreement (the “Cimino Separation Agreement”) setting forth the severance benefits to be paid in connection with his separation from the Company.  As contemplated under his employment agreement, the Company paid to Mr. Cimino an amount equal to $498,750 (representing the sum of his annual base salary and target annual bonus opportunity), payable over 12 months. In consideration for the transition and consulting services that Mr. Cimino provided to the CEO through June 30, 2020, the Company agreed to pay Mr. Cimino the portion of his Petrobras Litigation Award that was otherwise scheduled to vest on June 21, 2020 in the amount of $285,770. 

Director Compensation

Prior to 2020, the Board of Directors had approved compensation for independent board members consisting of $133,333 of annual cash compensation and $66,667 of annual stock awards in the form of restricted stock units. Additionally, each independent board member receives $2,000 for each board or committee meeting attended in-person and $1,000 for each board or committee meeting attended telephonically. The Chairman of the Board of Directors receives an additional $50,000 of annual cash consideration and the Chairman of the Audit Committee and Chairman of the Compensation Committee each receive an additional $10,000 of annual cash consideration. Cash consideration is paid quarterly in arrears. The board members currently determined to be independent for purposes of receiving compensation during 2020 were Messrs. Bates, Larsen, and Wells.

On March 31, 2020, as part of the Company’s efforts to reduce operating and corporate costs in light of the global economic decline and public health crisis resulting from the spread of COVID-19, each of the independent directors agreed to reduce their annual cash compensation by 20% effective April 1, 2020 until June 30, 2020. On July 1, 2020, the independent directors’ annual cash compensation levels were restored to levels in effect prior to April 1, 2020 and then subsequently reduced by 10%.

In 2020, none of the independent board members received a restricted stock unit award. Rather, in February 2021, the Board granted each of the independent board members in lieu of any restricted stock unit award a cash award equal to $66,667 in respect of their service in 2020, which was paid in February 2021.

All of the directors are reimbursed for reasonable, necessary and documented travel, subsistence, and other related expenses incurred in connection with the performance of their official board duties.

 

Name	Fees earned or paid in cash ($)			Stock awards ($)(1)			All other compensation ($) (2)			Total
Thomas Bates		186,583			-			66,667			253,250
Nils E. Larsen		149,583			-			66,667			216,250
L. Spencer Wells		152,583			-			66,667			219,250
Paul A. Gordon		-			-			-			-
Richard B. Aubrey III		-			-			-			-

Compensation Committee Report

Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, that might incorporate future filings, including this report, in whole or in part, the following Report of the Compensation Committee shall not be deemed to be “Soliciting Material,” is not deemed “filed” with the SEC and shall not be incorporated by reference into any filings under the Securities Act or Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in such filing except to the extent that we specifically request that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Amendment to the Form 10-K.

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By the Compensation Committee of the Board of  Directors,

L. Spencer Wells, Chair

Nils E. Larsen

Richard B. Aubrey III

 

Compensation Committee Interlocks and Insider Participation

None of the current members of our Compensation Committee serves, or has at any time served, as an officer or employee of us or any of our subsidiaries. None of our executive officers has served as a director or member of the Compensation Committee, or other committee serving an equivalent function, of any other entity, one of whose executive officers served as one of our directors or a member of our Compensation Committee.

 

CEO Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees to the annual total compensation of our CEO, Mr. Toma.

We determined that, as of December 31, 2020, our employee population consisted of 319 individuals, not including our CEO. As of such date, approximately 94% of our employee population was located outside of the U.S.

To identify the median employee, we calculated the total cash compensation of each employee for the twelve-month period ended December 31, 2020. Total cash compensation for these purposes included base salary, bonuses and comparable cash elements of compensation in non-U.S. jurisdictions and was calculated using internal payroll records. We did not apply any cost of living adjustments as part of the calculation. We annualized the compensation of all permanent employees who were hired in 2020 but did not work for us or our consolidated subsidiaries for the entire fiscal year, but did not annualize the compensation of any part-time employee. We did not include any independent contractors or leased employees in our determination.

Once we identified the median employee, we calculated all of the elements of such employee’s compensation for the 2020 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in an estimated annual total compensation of $69,533. To calculate the annual total compensation of Mr. Toma, we used the amount reported in the “Total” column of the 2020 Summary Compensation Table included in this Form 10-K/A, which was $1,948,900, resulting in a ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees of 28 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402 of Regulation S-K.

Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have headquarters in different countries, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Directors, Executive Officers and Certain Beneficial Owners

The following table sets forth information regarding the beneficial ownership of our outstanding ordinary shares on April 15, 2021, except as noted below, by (i) each person who is known by us to beneficially own more than 5% of our outstanding voting power, (ii) each director, nominee for director and named executive officer, and (iii) all of our directors and executive officers as a group. To our knowledge, unless it is otherwise stated in the footnotes, each person listed below has sole voting and investment power with respect to his or her shares beneficially owned. For purposes of the tables below, a person or group of persons is deemed to have “beneficial ownership” of any shares that such person has the right to acquire on or within 60 days after April 15, 2021.

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Name of beneficial owner (1)	Number of Ordinary Shares Beneficially Owned	Percentage of Class Beneficially Owned (2)
Greater than five percent holders:
Anchorage Capital Group, LLC (3)	4,773,285	36.40 %
GoldenTree Asset Management, L.P. (4)	2,114,254	16.12 %
Whitebox Advisors, LLC (5)	1,577,005	12.02 %
Directors and named executive officers:
Thomas R. Bates, Jr.	—	—
Nils E. Larsen	—	—
L. Spencer Wells	—	—
Paul A. Gordon (6)	—	—
Richard B. Aubrey III(6)	—	—
Ihab Toma	—	—
Douglas W. Halkett	—	—
Douglas E. Stewart	—	—
William L. Thomson	—	—
Linda J. Ibrahim	—	—
directors and executive officers as a group (10 persons)	—	—

(1) Unless otherwise indicated, the address of all beneficial owners of our ordinary shares set forth above is c/o Vantage Energy Services, Inc. 777 Post Oak Boulevard, Suite 800, Houston, Texas 77056.

(2) Based on 13,115,026 ordinary shares outstanding as of April 29, 2020. Except as otherwise indicated, all shares are beneficially owned, and the sole investment and voting power is held, by the person named. This table is based on information supplied by our officers, directors and principal shareholders and reporting forms, if any, filed with the SEC on behalf of such persons.

(3) Based solely on information provided by Anchorage Capital Group, LLC. Includes (i) 50,787 ordinary shares held of record by PCI Fund LLC (“PCI”) and (ii) 4,722,498 ordinary shares held of record by Anchorage Capital Master Offshore, Ltd. (“ACMO” and, together with PCI, the “Anchorage Funds”). Anchorage Advisors Management, L.L.C. (“Management”) is the sole managing member of Anchorage Capital Group, L.L.C. (“Anchorage”), the investment advisor to the Anchorage Funds. Mr. Kevin Ulrich (“Mr. Ulrich”) is the Chief Executive Officer of Anchorage and the senior managing member of Management. Management, Anchorage and Mr. Ulrich may be deemed to beneficially own the ordinary shares held by the Anchorage Funds. Management, Anchorage and Mr. Ulrich each disclaims beneficial ownership of such ordinary shares except to the extent, if any, of its or his pecuniary interests therein. Mr. Richard B. Aubrey III and Mr. Paul Gordon, both managing directors of Anchorage, are members of the Company’s board of directors. The business address for each of the funds named in this footnote 3 is c/o Anchorage Capital Group, L.L.C., 610 Broadway, 6th Floor, New York, NY 10012.  

(4) Based solely on information provided by GoldenTree Asset Management. Includes (i) 85,954 ordinary shares held of record by GoldenTree Distressed Master Fund 2014 Ltd.; (ii) 13,796 ordinary shares held of record by GoldenTree Distressed Fund 2014 LP; (iii) 3,837 ordinary shares held of record by GN3 SIP Limited; (iv) 21,191 ordinary shares held of record by GoldenTree Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P.; (v) 34,510 ordinary shares held of record by San Bernardino County Employees Retirement Association; (vi) 10,988 ordinary shares held of record by Crown Managed Accounts SPC - Crown/GT Segregated Portfolio; (vii) 5,901 ordinary shares held of record by Ginkgo Tree, LLC; (viii) 1,151,261 ordinary shares held of record by GoldenTree Distressed Master Fund III Ltd.; (ix) 445,955 ordinary shares held of record by GoldenTree Distressed Onshore Master Fund III LP; (x) 15,359 ordinary shares held of record by GoldenTree NJ Distressed Fund 2015 LP; (xi) 10,096 ordinary shares held of record by GoldenTree V1 Master Fund, L.P.; (xii) 52,015 ordinary shares held of record by GT Credit Fund LP; (xiii) 1,674 ordinary shares held of record by Guadalupe Fund, LP; (xiv) 1,918 ordinary shares held of record by Louisiana State Employees Retirement System; (xv) 1,247 ordinary shares held of record by MA Multi-Sector Opportunistic Fund, LP , (xvi) 27,739 ordinary shares held of record by GoldenTree Master Fund Ltd.; (xvii) 878 ordinary shares held of record by GT NM. L.P.; (xviii) 871 ordinary shares held of record by High Yield And Bank Loan Series Trust, and (xiv) 229,064 ordinary shares held of record by Steven A. Tananbaum. The investment manager for each of the funds named in this footnote 4 is GoldenTree Asset Management LP (“GTAM LP”). GoldenTree Asset Management LLC (“GTAM LLC”) is the general partner of GTAM LP. The Chief Investment Officer of GTAM LP is Mr. Steven A. Tananbaum, who is also Managing Member of GTAM LLC. GTAM LP, GTAM LLC and Mr. Tananbaum may be deemed to beneficially own the shares held by each of the funds named in this footnote. GTAM LP, GTAM LLC and Mr. Tananbaum each disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein and Mr. Tananbaum’s direct ownership of 229,064 ordinary shares. The business address for each of the funds named in this footnote is 300 Park Avenue, 21st Floor, New York, NY 10022.

(5) Based solely on information provided by Whitebox Advisors, LLC. Includes (i) 471,467 ordinary shares held of record by Whitebox Caja Blanca Fund, LP; (ii) 4,527 ordinary shares held of record by Whitebox GT Fund, LP; (iii) 1,081,023 ordinary

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shares held of record by Whitebox Multi-Strategy Partners, LP and; (iv) 19,988 ordinary shares held of record by Pandora Select Partners, LP. The investment manager for each of the funds named in this footnote 5 is Whitebox Advisors LLC (“WBA”). Whitebox General Partner LLC (“WBGP”) is the general partner of Whitebox Multi-Strategy Partners, LP, Pandora Select Partners, LP and Whitebox GT Fund, LP.  Whitebox Caja Blanca GP LLC is the general partner of Whitebox Caja Blanca Fund, LP.    Whitebox Caja Blanca GP LLC is wholly owned by WBGP.  WBA and WBGP are owned by Robert Vogel, Paul Twitchell, Jacob Mercer and Paul Roos, each of whom disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.  The business address for each of the funds named in this footnote is 3033 Excelsior Boulevard, Suite 500, Minneapolis, MN 55416 

(6) Does not include 4,727,129 ordinary shares held by the Anchorage Funds. Messrs. Aubrey and Gordon, managing directors of Anchorage, are currently on the Board of Directors of Vantage Drilling International. Messrs. Aubrey and Gordon disclaim beneficial ownership of any ordinary shares owned directly or indirectly by the Anchorage Funds.

 

Equity Compensation Plan Information as of December 31, 2020

 

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)			(b)	(c)
Equity compensation plans approved by security holders		655,141		N/A		308,239
Equity compensation plans not approved by security holders	N/A			N/A	N/A
Total		655,141		N/A		308,239

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Party Transactions

In the ordinary course of our business, we may enter into transactions with our directors, officers and 5% or greater shareholders.

The Shareholders Agreement

On February 10, 2016, the Company entered into the Shareholders Agreement (the “Shareholders Agreement”) by and between the Company and the Shareholders (as defined therein). The Shareholders Agreement sets forth the size and composition of the Board and places certain limitations on what actions can be taken by the Board without the affirmative vote of the holders of a majority of the outstanding Ordinary Shares not held by Vantage Drilling Company. The Shareholders Agreement provides the parties thereto with certain information and inspection rights. The Shareholders Agreement places certain restrictions on the transferability of the Company’s shares and also provides that the shares are subject to the tag rights, drag rights, preemptive rights and registration rights set forth or referenced therein.

Registration Rights Agreement

On February 10, 2016, in connection with the effectiveness of our Chapter 11 bankruptcy plan, we entered into a registration rights agreement with certain of our holders (the “Registration Rights Agreement”), which provides the holders party thereto certain registration rights. The Anchorage Funds are party to the Registration Rights Agreement. Messrs. Gordon and Aubrey, members of the Company’s board of directors, are managing directors of Anchorage, the investment advisor to the Anchorage Funds.

The Registration Rights Agreement provides for the registration of certain securities of the Company issued to any holder or subsequently acquired in the open market by any holder and requires the Company to file a shelf registration statement on or prior to the ninetieth day following the date on which our Chapter 11 bankruptcy plan becomes effective, and to include such securities each holder party thereto requests inclusion therein, subject to certain exceptions, conditions and limitations. These registration rights include Form S-3 registration rights, demand registration and piggyback registration rights, subject, in each case, to the terms and conditions identified in the Registration Rights Agreement. The Company has agreed to pay all registration expenses under the Registration Rights Agreement and agreed to indemnify the holders party thereto against certain liabilities.

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The Company has been in compliance with the requirements of the Registration Rights Agreement.

 

VDC Registration Rights Agreement

In connection with the effectiveness of our Chapter 11 bankruptcy plan, the Company committed to enter into a registration rights agreement with Vantage Drilling Company providing for the filing by the Company of a registration statement relating to the Company’s ordinary shares issued to Vantage Drilling Company upon emergence from bankruptcy on account of the secured promissory note previously issued to Vantage Drilling Company in the course of the restructuring process (the “VDC Shares”).

On April 26, 2017, we entered into a registration rights agreement with Vantage Drilling Company and the joint official liquidators thereof (the “VDC Registration Rights Agreement”). The VDC Registration Rights Agreement provides for the registration of the VDC Shares and requires the Company to file a shelf registration statement on or prior to the ninetieth day following the date of such agreement. The Company has agreed to pay all registration expenses under the VDC Registration Rights Agreement and agreed to indemnify Vantage Drilling Company against certain liabilities.

The Company has satisfied all of its obligations under the VDC Registration Rights Agreement.

Weatherford International

Mr. Thomas R. Bates, Jr. is the chairman and a director of the Company and in December 2019, was elected as chairman of Weatherford International, a provider of equipment and services to the Company, from December 2019 until June 30, 2020. The Company engaged in various transactions in the ordinary course of business with Weatherford International for the purchase of certain equipment and services during Mr. Bates’ tenure as Chairman of Weatherford International, which totaled $0.3 million for the six months ended June 30, 2020. These transactions were on an arm’s-length basis and Mr. Bates was not involved or had an interest in such transactions in any way. Our Audit Committee determined that Mr. Bates is independent, applying the standards defined by the NYSE MKT and reviewing in connection with the “Conflict of Interest” principles contained our Code of Conduct.

Our Policies Regarding Review, Approval or Ratification of Related-Party Transactions

The Audit Committee is responsible for approving related party transactions. The Audit Committee operates under a written charter pursuant to which all related party transactions are reviewed for potential conflict of interest situations in accordance with the “Conflict of Interest” principles contained our Code of Conduct, which is available at www.vantagedrilling.com on the “Corporate Governance” page under the link “Vantage Code of Business Conduct and Ethics.” Such transactions must be approved by the Audit Committee prior to consummation. The Audit Committee charter is available at www.vantagedrilling.com on the “Corporate Governance” page under the link “Audit Committee Charter.” This Internet address is provided for informational purposes only and is not intended to function as a hyperlink. Our website and the information contained in it or connected to it shall not be deemed to be included or incorporated herein.

 

Director Independence

To evaluate the independence of individual directors, the Board of Directors has elected to use the definition of independence as defined by the NYSE MKT. The Board of Directors has determined that the following members are independent: Messrs. Bates, Larsen and Wells. There are no family relationships among any of our directors or executive officers.

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Item 14. Principal Accounting Fees and Services

Independent Public Accountant Fees

BDO USA, LLP (“BDO”) was engaged as the Company’s independent registered public accounting firm for the years ended December 31, 2019 and 2020. BDO billed the fees set forth below:

 

Fees	Year Ended December 31, 2019		Year Ended December 31, 2020
Audit Fees (1)	$ 707,395		$ 536,000
Audit-Related Fees (2)	—		—
Tax Fees	—		—
All Other Fees	—		—
Total Fees	$ 707,395		$ 536,000

 

(1) Audit Fees include fees billed for professional services rendered for the audit of our annual consolidated financial statements, the review of the interim consolidated financial statements included in our quarterly reports and other related services, including registration statements.

(2) Audit-Related Fees include fees billed for professional services rendered for the audit of our benefit plans.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Accountant

The Audit Committee has adopted certain policies and procedures regarding permitted audit and non-audit services and the annual pre-approval of such services. Each year, the Audit Committee will ratify the types of audit and non-audit services of which management may wish to avail itself, subject to pre-approval of specific services. Each year, management and the independent registered public accounting firm will jointly submit a pre-approval request, which will list each known and/or anticipated audit and non-audit service for the upcoming calendar year and which will include associated budgeted fees. The Audit Committee will review the requests and approve a list of annual pre-approved non-audit services. Any additional interim requests for additional non-audit services that were not contained in the annual pre-approval request will be considered during quarterly Audit Committee meetings. All services provided by BDO during the years ended December 31, 2019 and December 31, 2020 were pre-approved by our Audit Committee.

 

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) List of documents filed as part of this report

3. Exhibits. We hereby file as part of this Amendment No. 1 to Annual Report on Form 10-K the Exhibits listed on the attached Exhibit Index.

 

Exhibit     No.	Description
10.1	Second Amended and Restated Employment and Non-Competition Agreement between Offshore Group Investment Limited and Linda J. Ibrahim, dated February 1, 2016 (Filed herewith)
31.1	Certification of Principal Executive Officer Pursuant to Section 302 (Filed herewith)
31.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 302 (Filed herewith)
32.1	Certification of Principal Executive Officer Pursuant to Section 906 (Filed herewith)
32.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 906 (Filed herewith)

 

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

VANTAGE DRILLING INTERNATIONAL
By:	/s/ DOUGLAS E. STEWART
Name:	Douglas E. Stewart
Title:	Chief Financial Officer, General Counsel and Corporate Secretary
Date:	April 30, 2021

 

 

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