val-20250417

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under §240. 14a-12

Valaris Limited

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Dear Fellow Shareholders,

We believe that the offshore oil and gas sector will continue to play an important role in providing secure, reliable, and affordable energy to the world. Over the past year, we maintained our focus on delivering outstanding safety and operating performance, converting contract backlog to revenue, and managing costs prudently. This emphasis on execution, combined with our high specification assets and exceptional people, positions us for success.

Delivering safe and efficient operations to our customers

In 2024, our continued focus on delivering safe and efficient operations led to fleetwide revenue efficiency of 97%, an improvement over 2023 and marked the fourth consecutive year in which we achieved at least 96%.

Likewise, our safety performance improved meaningfully in 2024, with our Total Recordable Incident Rate (TRIR) improving by 20% and our Lost Time Incident Rate (LTIR) by 55% compared to the prior year. During the year, we were recognized with safety awards from both the International Association of Drilling Contractors (IADC) and the Center for Offshore Safety.

Safe operating performance would not be possible without our people, and we continued to invest in our employees in 2024.

Over the course of the year, we conducted approximately 318,000 training hours, or an average 73 and 18 hours, respectively, for each offshore and onshore employee. These training hours included the BOLD Leadership program for 340 front-line offshore leaders, 50 IADC WellSharp Well Control courses, more than 50 Enhanced Well Control courses, as well as personalized career pathways to prepare high potential employees for leadership.

Securing attractive long-term contracts

We are focused on securing attractive, long-term contracts for our active rigs that support our future earnings and cash flow. We are willing to be patient to secure the right opportunities for our rigs and are

particularly focused on those with customers or in basins where we have visibility into several years of future work.

Prudently managing our fleet

We continue prudently managing our fleet. If a rig is expected to have a meaningful gap between contracts, we will stack it to reduce operating cost until the next contract. In addition, we will retire or divest rigs when the expected economic benefit for an asset does not justify its costs. Consistent with this approach, we recently announced plans to retire three semisubmersibles and sold a stacked jackup.

These actions reduce our costs, benefit our cash flow and further focus our fleet on high-specification assets.

Robust long-term outlook for our business

Demand for hydrocarbons continues to increase and we expect offshore, particularly deepwater, to play an increasingly important role in meeting the world’s growing energy needs.

We see for 2026 and 2027 a robust pipeline of deepwater project approvals, which are expected to be at their highest level in more than a decade. This, in turn, is expected to spur growth in deepwater rig demand through the end of the decade.

Focused on creating long-term value for shareholders

Our long-term outlook is underpinned by the continuing increase in global demand for hydrocarbons and the attractiveness of offshore relative to other sources.

Valaris is well-positioned to help meet this need with our high-specification fleet and operational track record, driving long-term value creation for shareholders.

We thank every member of the Valaris team around the world for their many accomplishments in 2024 and their continued focus on operating safely and efficiently for our customers.

On behalf of our entire global workforce and the Board of Directors, thank you for your support.

Sincerely,


Elizabeth D. Leykum Chair of the Board						Anton Dibowitz Director, President and Chief Executive Officer


valaris.com			2025 Proxy Statement			1

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Date and Time

June 12, 2025

8:00 a.m. Bermuda time

6:00 a.m. Houston time

Location

Juneland Room

Hamilton Princess

76 Pitts Bay Road

Pembroke, Hamilton

HM 08, Bermuda

Who Can Vote

Shareholders of Valaris Limited ("Valaris," "we," "us," "our" or the "Company") as of April 15, 2025 are entitled to vote.

Resolution 1

Election of Six Director Nominees Named in the Proxy Statement

Resolution 2

Advisory Vote to Approve Named Executive Officer Compensation

Resolution 3

Approve appointment of KPMG LLP as our Independent Registered Public Accounting Firm and to authorize the Board, acting by its Audit Committee, to set KPMG LLP’s remuneration

“FOR”

Page 9

“FOR”

Page 31

“FOR”

Page 59

each director nominee

Shareholders may also be asked to consider and vote on such other business as may properly come before the meeting and any adjournment or postponement thereof. The Company’s audited financial statements for the year ended December 31, 2024 will also be available at the Meeting and are included in our 2024 annual report to shareholders ("2024 annual report").

Your vote is very important. Even if you plan to attend the meeting, please submit a proxy as soon as possible to ensure that your shares are voted at the meeting in accordance with your instructions. Voting your shares will help to ensure that your interests are represented at the Meeting. Please review the proxy statement accompanying this notice for more complete information regarding the Meeting and the full text of the resolutions to be proposed at the Meeting.

By Order of the Board of Directors,

Davor Vukadin

Senior Vice President, General Counsel and Secretary

April 17, 2025

How to
Vote

Internet

www.proxyvote.com

Have your proxy card in hand when you access the website and follow the instructions.

Mail

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 so that it is received no later than 3:00 PM Eastern time on June 11, 2025, which is the voting cutoff time.



Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on June 12, 2025. The proxy statement, our 2024 annual report and notice are available without charge at www.proxyvote.com.


2			Valaris Limited			valaris.com


			Letter to Our Shareholders			1
			Notice of Annual General Meeting of Shareholders (The "Meeting")			2
			2024 Business Highlights			5
			Proxy Summary			6


			Resolution 1: Election of Directors			9


			Board Overview			10
			Director Nominees			12
			Determination of Independence			17
			Director Nominations			18
			Corporate Governance			19
			Director Compensation			28


			Resolution 2: Advisory Vote to Approve Named Executive Officer Compensation			31


			Compensation Discussion and Analysis			32
			Other Executive Compensation Matters			43
			Compensation Committee Report			45
			Executive Compensation			46
			Summary Compensation Table			46
			Grants of Plan-Based Awards Table			48
			Outstanding Equity Awards at Fiscal Year-End Table			49
			Shares Vested Table			50
			Pension Benefits			50
			Supplemental Executive Retirement Plans			50
			Pension Benefits Table			50
			Nonqualified Deferred Compensation Table			51
			Potential Payments Upon Termination or Change in Control			51
			Equity Awards			52
			CEO Pay Ratio			54
			Pay Versus Performance			55



			Resolution 3 : Appointment of the Independent Registered Public Accounting Firm			59


			Audit Committee Report			61
			Ownership of Voting Securities			62
			Questions and Answers about the Meeting and Voting			64
			Other Matters			70
			Appendix A: Reconciliation of GAAP and non-GAAP Financial Measures			72


valaris.com			2025 Proxy Statement			3



FORWARD-LOOKING STATEMENTS Statements contained in this proxy statement that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “likely,” "outlook," “plan,” “project,” “could,” “may,” “might,” “should,” “will” and similar words. The forward-looking statements contained in this proxy statement are subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially from those indicated, and we can give no assurance that they will prove to be correct or that any plan, initiative, projection, target, goal, commitment or expectation can or will be achieved. You should also carefully read and consider “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our most recent annual report on Form 10-K, which is available on the SEC’s website at www.sec.gov or on the Investor Relations section of our website at www.valaris.com. Each forward-looking statement speaks only as of the date of the particular statement and we undertake no obligation to update or revise any forward-looking statements, except as required by law. Standards of measurement and performance made in reference to our sustainability targets, plans and goals are based on evolving protocols and assumptions which may change or be refined. Company goals are aspirational and may change. Statements regarding the Company’s goals, including greenhouse gas emissions reduction goals, are not guarantees or promises that they will be met. We may determine to adjust our commitments, goals or targets or establish new ones to reflect changes in our business, operations or plans. The inclusion of information regarding our sustainability initiatives and aspirations is not an indication that these contents are necessarily material to investors or required to be disclosed in our filings with the SEC. Content available on websites and in documents referenced in this proxy statement are not incorporated by reference herein and are not part of this proxy statement.


4			Valaris Limited			valaris.com

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Performance Highlights


			Financial Performance •Generated net income of $369.8 million and Adjusted EBITDA of $485.4 million. •Generated cash from operating activities of $317.6 million and Free Cash Flow of $124.0 million in the second half of 2024. •See Appendix A for a reconciliation of GAAP and non-GAAP financial measures.

			Operational Excellence •Continued to deliver operational excellence, by delivering revenue efficiency of 97% and being recognized for safety performance by both the International Association of Drilling Contractors and the Center for Offshore Safety. •Reduced our Total Recordable Incident Rate (TRIR) by 20% and our Lost Time Incident Rate (LTIR) by 55% compared to the prior year. Our safety performance outperformed our offshore peer group's average by more than 50%. •Reactivated drillship VALARIS DS-7 for a multi-year contract offshore West Africa.


			Contracting Success •Awarded new contracts and extensions in 2024 with associated contract backlog of approximately $1.6 billion. •Most of the Company's backlog is with large international and national oil and gas companies in key basins.


			Financial Management •Repurchased $125.0 million of shares, representing 2.2 million shares or approximately 3% of the total outstanding share count. •Continued to prudently manage our fleet to reduce costs for idle rigs and further focus on high-specification assets – demonstrated by warm stacking drillship VALARIS DS-10 after it completed a contract in the third quarter of 2024, announcing plans to retire three semisubmersibles and selling a stacked jackup rig in the first quarter of 2025.

Sustainability Highlights

•Published our 2024 Annual Sustainability Report, which highlights the sustainability efforts that demonstrate our commitment to our purpose, values and communities. The report was prepared in line with the standards of the Task Force on Climate-Related Financial Disclosures (TCFD) and the Sustainability Accounting Standards Board (SASB). We have also included reporting from other frameworks such as the Global Reporting Initiative (GRI) and the Carbon Disclosure Project (CDP), where relevant, and report scope 1, 2 and 3 GHG emissions, among other data.

•Progressed reductions in emissions intensity. We continue to deliver on our emissions reduction roadmap, consisting of four focus areas, energy efficient practices, energy-saving upgrades, biofuel blends and jack-up electrification, and we reduced our emissions intensity by 3.3% for drillships and 3.6% for harsh environment jackups compared to 2019.

•Partnered with customers on their energy transition efforts. Since 2022, six of our jackup rigs have been involved in carbon capture and storage (CCS) projects with customers, including three in 2024.

•Endeavored to support our workforce. We expanded the scope of several programs available to our employees, including mental health, parental leave and caregiver benefits.

•Continued alignment of compensation with safety and sustainability performance. Spill prevention performance continues to be a component for our 2024 Valaris Cash Incentive Plan. Spill prevention performance is a measure that considers the environmental impact of any substances released in the course of our operations. Consistent with prior years, safety (personal and process) was also a component of our 2024 Valaris Cash Incentive Plan.

SEC Form DEF 14A filed by Valaris Limited