VTDRF Vantage Drilling International Ltd (CE)

Item 11. Executive Compensation

Compensation Discussion and Analysis

Our 2022 Named Executive Officers

This Compensation Discussion and Analysis (“CD&A”) focuses on the compensation of our 2022 named executive officers, who were:

• Ihab Toma, Chief Executive Officer

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

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

• Linda J. Ibrahim, Chief Accounting Officer and Vice President of Tax

• Derek Massie, Vice President of Human Resources

• Douglas W. Halkett, Chief Operating Officer*

*Mr. Halkett stepped down from his position as Chief Operating Officer, effective as of June 30, 2022, and is expected to remain employed by the Company in a non-officer role through December 31, 2023, in order to assist with the transition.

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 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.

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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 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 that were 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 that were designed to focus executives’ performance on our business and financial performance which would generate long-term shareholder value.

• Special Cash-Based Long-Term Retention Awards. This component of compensation, which was awarded in 2019, 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. In 2021, the Compensation Committee also approved a special long-term cash award for the executive officers and other key employees, which vests 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).

2022 Compensation Program

Due to the difficulties experienced in the offshore drilling industry during the last few years, and the financial challenges faced with the onset of the 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. On July 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. On June 1, 2022, these 10% reductions were restored to levels in effect prior to April 1, 2020. In addition, independent members of our Board of Directors also agreed to a reduction in annual compensation, which were also restored on June 1, 2022. 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 2022, 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 2022 in order to ensure that the executives were properly motivated to drive the Company toward its financial objectives.

Role of Compensation Committee

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 “About Us” page under the link “Our Vision and Values.” 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. 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.

From January 2022 through February 2022, our Compensation Committee was comprised of Messrs. Wells, Aubrey and Larsen, with Mr. Garcia being appointed to the Compensation Committee in February 2022 in connection with Mr. Aubrey’s resignation.

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Following the resignation of Mr. Garcia in October 2022, Mr. Gordon was appointed to the Compensation Committee. Our Compensation Committee is currently comprised of Messrs. Wells, Larsen and Gordon, with Mr. Wells serving as Chairman of the Compensation Committee. Messrs. Larsen and Wells are considered by the Board of Directors to be independent.

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 2022 and did not engage in any formal benchmarking in determining 2022 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 2022, the Compensation Committee did not retain the services of an outside compensation consultant.

Role of Executive Officers in Compensation Decisions

For 2022, 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 2022 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 during 2020, 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. On June 1, 2022, the reductions in base salary were restored to levels in effect prior to April 1, 2020.

The current base salary levels of the named executive officers as of December 31, 2022, are set forth below:

*In connection with his transition, Mr. Halkett continued to receive his annual base salary of $430,000 through December 31, 2022 in connection with his role as Special Advisor to the CEO.

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 2022 (the “2022 Annual Bonus Program”). Under the 2022 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 and Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) at year end (collectively, the “Operational Goals”). In addition to the portion of 2022 annual bonus payments that were determined based on achievement of the Operational Goals, each of the named executive officers’

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annual bonus payment was based on the achievement of certain strategic goals, which goals and level of achievement was determined based on the Compensation Committee’s discretion. No specific metrics were established in respect to these strategic goals.

At the beginning of 2022, 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:

The maximum amount payable to each named executive officer under the 2022 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 strategic goals. Following the end of the 2022 performance period, the Compensation Committee determined that the level of achievement of the Operational Goals was approximately 84% and the level of achievement of the strategic goals was approximately 63%, resulting in an aggregate level of performance achieved across all performance goals of approximately 147%. As a result, each named executive officer earned approximately 147% of his or her target annual bonus amount for 2022, except for Mr. Stewart and Ms. Ibrahim whose achievement levels were 130% and 126%, respectively, of his or her target annual bonus amount for 2022. For the amounts earned by each of the named executive officers in respect of 2022 performance, see the “Non-Equity Incentive Compensation” column of the 2022 Summary Compensation Table. Under the terms of his transition agreement (as described in more detail below), Mr. Halkett remained eligible to earn his annual bonus payment for 2022 given his continued transitionary role with the Company.

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 2016 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.

Messrs. Toma, Stewart, Thomson and Halkett received these awards during 2016, but no additional grants were made to them during 2019, 2020, 2021 or 2022. During 2017, Ms. Ibrahim received 9,848 time-based restricted stock units and 22,976 performance-based restricted stock units and Mr. Massie received 5,001 time-based restricted stock units and 11,671 performance-based restricted stock units on the same terms and conditions described above. 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.

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, 2022, there were 356,488 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 named

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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 108,321 of which have settled.

Pursuant to the terms of the award agreements, in February 2023, the achievement levels of the performance-based restricted stock units granted became eligible to be tested in order to determine the level of vesting achieved. Based on the level of performance, 0% of these performance-based restricted stock units were earned, and these awards were cancelled for no consideration.

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 “Original Cash-Based Retention Awards”) to executives and other key employees in an aggregate of approximately $19.3 million. The Original 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 Original 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 Original 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 Original Cash-Based Retention Awards to vest reflecting a cumulative of up to 100% of the Original Cash-Based Retention Awards.

Other provisions. The agreements relating to the Original 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 Original Cash-Based Retention Awards (the “Amended Cash-Based Retention Awards”). The material changes to the Original 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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The provisions relating to termination, change of control, confidentiality, non-competition and non-solicitation were generally unchanged from the Original Cash-Based Retention Awards.

On January 18, 2021, the Compensation Committee approved the grant to the named executive officers (other than the Chief Executive Officer) and certain key employees, and the Board of Directors approved for the Chief Executive Officer, certain additional cash-based long term retention awards on the same terms and conditions as the Amended Cash-Based Retention Awards except that 50% of the amounts vest on June 21, 2021 and the remaining 50% vested on June 20, 2022 (the “2021 Cash-Based Retention Awards”).

As of December 31, 2022, all payments relating to the Amended Cash-Based Retention Awards and the 2021 Cash-Based Retention Awards have been paid. No new long-term cash based payments were awarded during 2022.

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, Mr. Thomson and Ms. Ibrahim were covered by 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) in connection with emergence from chapter 11 bankruptcy, 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. Thomson and Halkett 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, Stewart and Massie 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 officers or

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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 2022 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 2022, 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.

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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. Thomson and Halkett 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 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. Thomson and Halkett 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 or her employment, the duration of which is based on the circumstances of termination.

On May 10, 2016, we entered into an employment agreement with Mr. Stewart, to be effective on June 9, 2016. His employment agreement has an initial term of one year subject to automatic one-year renewals unless 90 days’ notice is given by either party. On January 1, 2018, we entered into an employment agreement with Mr. Massie, to be effective as of such date. His employment agreement has an initial term of one year, subject to automatic one-year renewals unless 180 days' notice is given by either party.

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 2022, Mr. Toma also received a housing allowance of $6,812 per month.

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 in 2020, each named executive officer entered into an amendment and waiver

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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% on July 1, 2020. On June 1, 2022, these reduced base salary levels were restored to levels in effect prior to April 1, 2020. The reduced base salary levels had no effect on the other terms of the Employment Agreements (for example, severance provisions).

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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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, 2022, the named executive officer would be entitled to payments in the amounts set forth below: