Form 4: Valaris Director Joseph Goldschmid Receives Annual Equity Retainer in Restricted Stock Units

Valaris Ltd. Director Joseph Goldschmid was granted 5,358 restricted stock units as part of his annual equity retainer, increasing his beneficial ownership to 36,372 common shares.

Summary

• Joseph Goldschmid, a Director of Valaris Ltd. and an employee of Oak Hill Advisors, L.P. (OHA), was granted 5,358 restricted stock units (RSUs) on June 13, 2025.
• These RSUs represent his annual equity retainer, a standard form of compensation for board members.
• The RSUs will vest on the earlier of the first anniversary of the grant date or the next annual meeting of Valaris's shareholders.
• Following this transaction, Mr. Goldschmid's beneficial ownership of Valaris common shares is reported as 36,372.
• Per OHA policies, these RSUs are held for the benefit of certain OHA clients, and Mr. Goldschmid disclaims beneficial ownership except for his pecuniary interest.

Sentiment

Score: 7

Explanation: The filing is a routine disclosure of director compensation, which is generally a neutral to slightly positive event as it aligns director interests with shareholders. There are no negative surprises or significant positive catalysts.

Positives

• The grant of restricted stock units aligns the director's interests with those of shareholders, as the value of the units is tied to the company's stock performance.
• It represents a standard form of compensation for board members, indicating continuity in corporate governance practices.

Future Outlook

The restricted stock units granted to Director Joseph Goldschmid are set to vest on the earlier of the first anniversary of the grant date or the next annual meeting of the Company's shareholders, indicating a future vesting event.

Management Comments

• "Mr. Goldschmid, an employee of OHA, is a member of the board of directors of the Issuer."
• "Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the 'Act'), Mr. Goldschmid is a beneficial owner of certain securities of the Issuer to the extent of his pecuniary interest therein."
• "This filing shall not be deemed an admission that Mr. Goldschmid is or was, for the purposes of Section 16 of the Act or otherwise, a beneficial owner of any securities of the Issuer, and such beneficial ownership is and was expressly disclaimed by Mr. Goldschmid, in each case except to the extent of his pecuniary interests."

Industry Context

This filing is a routine disclosure of director compensation in the form of equity, common across publicly traded companies in various industries, including the offshore drilling industry where Valaris operates. It reflects standard corporate governance practices for aligning director incentives with shareholder value.

Corporate Governance

Related Party Transactions

• The restricted stock units received by Mr. Goldschmid are held for the benefit of certain clients of Oak Hill Advisors, L.P. (OHA), where Mr. Goldschmid is an employee. This indicates a relationship between the director's compensation and his primary employer's interests.

Stakeholder Impact

• Shareholders: The grant of equity compensation to a director aligns their interests with shareholders, potentially encouraging decisions that enhance long-term stock value.
• Employees: No direct impact on general employees is indicated.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated.

Next Steps

• The restricted stock units granted to Mr. Goldschmid will vest on the earlier of June 13, 2026 (first anniversary of grant) or the date of Valaris's next annual shareholder meeting.

Key Dates

Recommendation

Keywords

Valaris Ltd, VAL, Joseph Goldschmid, Restricted Stock Units, RSU, Equity Retainer, Director Compensation, SEC Form 4, Insider Ownership, Corporate Governance, Oak Hill Advisors