Dear Fellow Shareholders,

On behalf of the entire Board of Directors (the “Board”) of Noble Corporation plc (the “Company” or “Noble”), we invite you to attend our 2023 Annual General Meeting on Tuesday, May 2, 2023. Noble has experienced a transformational year, culminating with the business combination with Maersk Drilling, which closed in October 2022 and created a new and dynamic leader in the offshore drilling industry. Through this business integration, the Company remains highly focused on delivering safe and outstanding operational performance. In addition to forming a market leading rig fleet supported by an exceptional workforce, this business combination enables Noble to leverage the considerable talent and capabilities that our new organization brings to bear with sustainability and innovation. We are excited about the positioning of the Company and the leadership team in place at the outset of what we anticipate to be a promising industry upturn.

Executing on our Strategy

Noble’s ambition is to be the drilling contractor of choice with our customers and to maximize value for our shareholders. Our high-spec deepwater and harsh environment jackup rigs comprise one of the most modern, capable, and highly utilized fleets in the industry. However, the Company’s consistent track record on safe and efficient service delivery, as well as the long-term collaborative approach that we undertake with major customers, are equally crucial to our commercial success. Disciplined and returns-driven capital allocation is imperative for maximizing shareholder value, and Noble intends to maintain a conservative balance sheet and to return at least 50% of free cash flow to shareholders going forward.

ESG Initiatives Driving Competitive Advantage

As a leading service provider to many of the world’s largest energy companies, we believe ESG is vital to our competitive positioning in the market, as well as to our broader stakeholder alignment. The combination of legacy Noble and Maersk Drilling creates an exciting opportunity to amplify the best of both companies’ unique strengths and strategies in this area. Our Board features a Safety and Sustainability committee that oversees performance in this area. Noble has ongoing emissions monitoring and reduction initiatives that include hybrid power solutions (including battery and HVO fuel testing) and, increasingly, data collaboration with customers. Additionally, Noble is proud to have recently commenced initial CO2 injections at Project Greensand (in which we are an equity stakeholder), the world’s first industrial scale offshore carbon capture project in Denmark, utilizing the Noble Resolve jackup.

Board Composition is a Key Asset

Our Board reflects the diverse background and perspectives from the legacy Noble and Maersk Drilling boardrooms. This highly qualified group of professionals is deeply engaged and committed to the Company’s success, with each director offering unique and critical expertise from a range of energy and external industrial settings. Moreover, the strategic planning and execution of our business integration has been significantly enhanced by the collaborative efforts and leadership of this group. I am grateful to each of our directors for their invaluable contributions and ask for your support for all nominees on this year’s ballot.

Ongoing Commitment to Shareholder Engagement

Maintaining an active, open dialogue with our shareholders continues to be a top priority of the Board. Over the past year members of our Board and management team had the pleasure of speaking with a large number of our shareholders. These discussions have spanned a wide variety of topics, including merger-specific items and capital allocation strategy, the ongoing recovery in offshore drilling business fundamentals, governance, ESG initiatives, and our strategy for growth and long-term value creation. Shareholder concerns and advice on these and other topics are vital to our planning, and we remain committed to an open dialogue with shareholders in order to maximize value for the Company.

On behalf of the full Board, we thank you for your continued support and investment in the Company. Your feedback is important to us, so we encourage you to vote for the proposals set forth in this proxy statement, and we look forward to welcoming you at our 2023 Annual Meeting.

Sincerely,

Notice of 2023 Annual

General Meeting Of

Shareholders

To the shareholders of Noble Corporation plc:

The 2023 annual general meeting of shareholders (the “Meeting”) of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble,” or the “Company”), will be held on May 2, 2023, at 1:30 p.m., local time, as a physical meeting at JW Marriott Grosvenor House London, 86-90 Park Lane, London, United Kingdom W1K 7TN.

The items of business proposed by the Company’s board of directors (the “Board”) are to consider and vote on the resolutions below. Resolutions 1-14 will be proposed as ordinary resolutions.

Ordinary Resolutions

Organizational Matters

Attendance, Voting and Other Procedures for Holders of Shares Traded on Nasdaq Copenhagen A/S

UK Annual Report and Accounts

Explanatory Note

As discussed in greater detail below, we have undertaken corporate actions and entered transactions that have affected our corporate structure. As a result, Noble is a successor issuer to Noble Cayman (as defined below), which is itself a successor issuer to Legacy Noble (as defined below). As used in this proxy statement, when discussing time periods after the Effective Date of the Business Combination (each as defined below), the terms “we,” “us,” “our,” and the “Company” refer to Noble and, as appropriate, its subsidiaries, the terms “Board” and “compensation committee” refer to the board of directors of Noble and the compensation committee of the board of directors of Noble, and the terms “share,” “shares” or “shareholders” refer to Noble’s ordinary shares and shareholders.

When discussing time periods prior to the September 30, 2022 (the effective date of certain intercompany transactions relating to the Business Combination), the terms “we,” “us,” “our,” and the “Company” refer to Noble Cayman and, as appropriate, its subsidiaries, the terms “Board of Directors” and “compensation committee” refer to the board of directors of Noble Cayman and the compensation committee of the board of directors of Noble Cayman, and the terms “share,” “shares” or “shareholders” refer to Noble Cayman’s ordinary shares and shareholders; provided that to the extent we discuss periods prior to February 5, 2021, the terms “we,” “us,” “our,” and the “Company” refer to Legacy Noble and, as appropriate, its subsidiaries, the terms “Board of Directors” and “compensation committee” refer to the board of directors of Legacy Noble and the compensation committee of the board of directors of Legacy Noble, and the terms “share,” “shares” or “shareholders” refer to Legacy Noble’s ordinary shares and shareholders.

Emergence from bankruptcy in 2021. On July 31, 2020 (the “Petition Date”), our former parent company, Noble Holding Corporation plc (formerly known as Noble Corporation plc), a public limited company incorporated under the laws of England and Wales (“Legacy Noble”), and certain of its subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas seeking relief under chapter 11 of title 11 of the United States Code. In connection with these chapter 11 proceedings, on and prior to the Emergence Date (as defined below), Legacy Noble and certain of its subsidiaries effected certain restructuring transactions pursuant to which Legacy Noble formed Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Noble Cayman”), as an indirect wholly-owned subsidiary of Legacy Noble and transferred to Noble Cayman substantially all of the subsidiaries and other assets of Legacy Noble. On February 5, 2021 (the “Emergence Date”), Noble Cayman and its subsidiaries emerged from the chapter 11 proceedings, and Noble Cayman became the new parent company.

Business Combination with Maersk Drilling in 2022. On September 30, 2022 (the “Effective Date”), as a result of certain intercompany transactions relating to the Business Combination, Noble became the ultimate parent of Noble Cayman and its respective subsidiaries, and the ordinary shares of Noble began trading on the New York Stock Exchange (the “NYSE”) under the symbol “NE.” On October 3, 2022 (the “Closing Date”), Noble completed a voluntary tender exchange offer to the shareholders of The Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”) (the “Offer” and, together with other transactions, the “Business Combination”). Upon consummation of the Offer, because Noble had acquired more than 90% of the issued and outstanding shares of Maersk Drilling, Noble redeemed all remaining Maersk Drilling shares not exchanged in the Offer under Danish law by way of a compulsory purchase (the “Compulsory Purchase”). Upon completion of the Compulsory Purchase, Maersk Drilling became a wholly owned subsidiary of Noble.

Forward-Looking Statements

This Schedule 14A Information and Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. All statements other than statements of historical facts, including those regarding fleet status, business strategy, plans and objectives of management for future operations, sustainability initiatives, ambitions and targets, capital allocation, governmental regulations and permitting, worldwide economic conditions, returns to shareholders, and timing for compliance with any new regulations, are forward-looking statements. The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should” and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. Actual results could differ materially from those expressed as a result of various factors. These factors include those referenced or described under “Risk Factors” included in the Company’s Annual Report on Form 10-K, or in its other Securities and Exchange Commission or UK filings. Such risks and uncertainties are beyond our ability to control, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks when you are evaluating us.

Table of Contents

About Noble

Noble Corporation plc is a leading offshore drilling contractor for the oil and gas industry. We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. We focus on a high-specification fleet of floating and jackup rigs and the deployment of our drilling rigs in oil and gas basins around the world. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. As of December 31, 2022, our fleet of 32 drilling rigs consisted of 19 floaters and 13 jackups.

Mission

Our mission is to create long-term value for our stakeholders by being the safest and most reliable offshore driller. We believe Noble’s deep expertise, deep respect for safety controls, and deep commitment to excellence is the formula for strong financial performance, providing value for our stakeholders.

Vision

We strive to be the most respected drilling contractor for our people, performance, and results. We expect our customers, our employees, our shareholders, and even our competitors to hold us up as the example of how a drilling contractor should conduct itself.

Values

Over our long history, the people at Noble before us have operated in line with common beliefs and commitments, which still today reflect what we value, what we stand for, and what makes us unique. Our core values are the foundation of our culture and inform every decision we make, from small to large.

Business Strategy

Our business strategy is centered around providing efficient, reliable and safe offshore drilling services to our customers. The business combination with Maersk Drilling created one of the youngest and highest specification fleets in the industry, with global scale and diversification and a combined track record of industry-leading utilization.

Our fleet consists predominately of technologically advanced units, equipped with sophisticated systems and components prepared to execute our customers’ increasingly complicated offshore drilling programs safely and with greater efficiency. We are primarily focused on the ultra-deepwater market and the harsh, and ultra-harsh environment jackup markets, which typically are more technically challenging markets in which to operate.

We emphasize safe operations, environmental stewardship, and superior performance through a structured management system, the employment of qualified and well-trained crews and onshore support staff, the care of our surroundings and the neighboring communities where we operate, and other activities advancing our environmental sustainability, social responsibility, and good governance. We also manage rig operating costs through the implementation and continuous improvement of innovative systems and processes, which includes the use of data analytics and predictive maintenance technology.

Our organization prioritizes financial discipline, cash flow generation and returning cash to shareholders. Management will continue to evaluate our balance sheet and focus on ensuring that our fleet of floating and jackup rigs meet the demands of increasingly complex drilling programs required by our customers.

Climate change is an environmental, social and economic challenge facing everyone today. We are committed to continuous improvement and a sustainable energy future, supported by our efforts to protect the environment throughout our operations and safely provide reliable and efficient services to allow access to resources essential for human and economic prosperity. We actively look to partner with our customers to evaluate economic alternatives for reducing the carbon footprint of our drilling rigs. Oversight of our sustainability is at the Board level, with the Safety and Sustainability Committee assisting in that oversight role with respect to the Company’s sustainability policies and practices.

Sustainability - Environmental ◆ Social ◆ Governance (ESG)

As a responsible drilling contractor with a comprehensive approach to sustainability, Noble remains committed to building on the Company’s strategy of enabling long-term sustainable value creation. Noble’s sustainability mission is to help provide affordable energy efficiently, safely and sustainably, by leveraging longstanding customer relationships and unique innovation capabilities.

Noble’s Sustainability Strategy

Noble’s recent business combination with Maersk Drilling and the accompanying integration work made for an opportune time to further enhance our Environment, Social and Governance (ESG) practices and reconfirm Noble’s approach to sustainability. In the past, both legacy companies have pursued sustainability initiatives, and Noble’s new sustainability strategy leverages best practices from both legacy companies across material topics.

Noble’s sustainability strategy was adopted by the Safety and Sustainability Committee of the Board following the business combination. The strategy’s underlying sustainability framework will help to guide ongoing, as well as new, initiatives pertaining to sustainability across the Noble organization.

Sustainability Framework

Noble’s sustainability framework has been developed in alignment with best practices deriving from the Non-Financial Reporting Directive (NFRD) and Global Reporting Initiative (GRI). A list of ESG-related topics stemming from the Sustainability Accounting Standards Board (SASB) and GRI frameworks were utilized in a double materiality assessment to inform material topics, guiding the choice of focus areas in the framework. Fourteen ESG-related topics comprise Noble’s sustainability framework and are structured across three pillars: Sustainable Energy Future, Caring for People, and Responsible Business. Three topics have been identified as dedicated focus areas for Noble: Decarbonization, Health and Safety, and Diversity, Equity & Inclusion (DEI).

The framework enables a structured approach to activity implementation and comprises actions in the short-, medium-, and long-term.

2022 Highlights

In 2022, Noble has progressed on several ESG initiatives. Highlights for 2022 are listed below according to the framework pillars.

Environment: Sustainable Energy Future

Noble strives to increase efficiency and support its customers’ decarbonization efforts. Energy efficiency and emissions reduction initiatives in 2022 included:

The Noble Invincible was retrofitted with a hybrid, low-emission package, including batteries, Energy Efficiency Insight (EEI) software and Selective Catalytic Reduction (SCR) unit.

Rig preparations commenced for Noble Resolve in alignment with the Greensand pilot project (Phase 2) which began in January 2023 at the Nini West field in the Danish sector of the North Sea. The objective of the Greensand project is to demonstrate that the sand reservoir of the field including the existing infrastructure, can be utilized for safe, long-term storage of CO₂. The jack-up Noble Resolve was used as the platform.

Noble conducted a successful test of running 100% Hydrotreated Vegetable Oil (HVO) on Noble Interceptor.

EEI was installed on Noble Developer, Noble Resolve and Noble Reacher during 2022, and as a result, a total of 14 rigs in the Noble fleet now have energy efficiency monitoring equipment.

Noble Resolve, Noble Resolute and Noble Guardian used shore power while stacked in Esbjerg, Denmark.

Energy efficiency campaigns were conducted on deep-water assets to map opportunities for embedding energy efficiency into existing offshore processes and workflows.

Cross-functional taskforce established with the aim of driving energy efficiency and emission reduction efforts across the company. The taskforce will receive support, guidance and oversight from a newly established steering committee headed by the Senior Vice President of Operational Excellence.

Social: Caring for People

Noble is committed to acting with integrity and respect and recognizes the impact it has on people on various levels, including employees, partners, customers, and the local communities where the Company operates. Noble strives to create a workplace that keeps people safe, offers meaningful career opportunities, and positively impacts our stakeholders. In 2022, initiatives included:

The NobleAdvances^® training facility in Houston, Texas, offers six distinct simulator environments for immersive training experiences with the aim of streamlining operations, by eliminating inefficiencies in the drilling process, integrating down-hole technical skills with human factors, and bringing the interconnectivity of marine and power management to the drilling process. Among other activities in 2022, the NobleAdvances center conducted 30 new hire classes to prepare approximately 240 people for their offshore careers with Noble.

As the Noble Developer entered the Brazilian market, focus was placed on women offshore and hiring a more gender-diverse crew. As part of a pilot program, active steps were taken to enhance gender diversity and inclusion onboard, with a recruitment process focused on achieving specific targets of 5-10 female crew members and one female leader on board the Noble Developer. Results exceeded the targets, with 11 female crew members hired, including one female leader.

Governance: Responsible Business

It is rooted in the Company’s values to conduct business ethically. Noble’s sustainability position is underpinned by a governance structure that comprises appropriate bodies, policies, and processes for impactful sustainability progression and reporting. Key highlights for 2022 included:

Noble enhanced its sustainability governance, including the reorganization of its committee structure and the formation of a Safety and Sustainability Committee of the Company’s Board guided by the Safety and Sustainability Committee Charter. Sustainability oversight sits with the Safety and Sustainability Committee and updates are reported on a quarterly basis to the full Board. Furthermore, Noble established a function to lead sustainability at the Company. The orchestration of sustainability efforts is now anchored in the Communication and Sustainability department, which is responsible for the sustainability strategy, tracking strategy execution and progress, and conducting sustainability reporting and communication efforts. Decentralized ownership of sustainability topic areas is placed with relevant subject matter experts across functions. Functional owners are responsible for progressing on their respective initiatives and managing risk and performance. Noble is committed to driving progress within the defined sustainability areas, and hence the Company has integrated sustainability-related advancements into its executive and employee compensation.

In September 2022, Noble hosted a Supplier Day in Suriname for prospective suppliers. Topics included an introduction to the Company’s safety culture and company values, responsible procurement practices, as well as the standards required to work as a supplier in the oil and gas industry. Through events such as this one, Noble aspires to play a part in developing emerging economies, dispersing knowledge about good business practices, and strengthening local suppliers.

Noble Corporation plc 3rd Floor, 1 Ashley Road Altrincham, Cheshire United Kingdom WA14 2DT				Proxy Statement

For Annual General Meeting of Shareholders

To Be Held on May 2, 2023

General

Voting and Other Procedures Related to the Annual Meeting

Record Date and Persons Entitled to Vote

Procedure to Access Proxy Materials Over the Internet

How to Vote

How to Change Your Vote; Revocability of Proxy

Quorum

Routine and Non-Routine Matters; Abstentions and Broker Non-Votes

Vote Required for Each Proposal

Proxy Solicitation

Tabulation

Results of the Vote

List of Shareholders

Resolutions 1, 2, 3, 4, 5, 6, & 7

Election of Directors

Key Director Nominee Characteristics

Director Nominees

(SERVING A ONE-YEAR TERM EXPIRING AT THE ANNUAL GENERAL MEETING IN 2024)

Mr. Eifler was named President and Chief Executive Officer of the Company in May 2020. Previously, Mr. Eifler served as Senior Vice President, Commercial of the Company from August 2019 until assuming his current role. He served as Senior Vice President, Marketing and Contracts of the Company from February to August 2019, and as Vice President and General Manager – Marketing and Contracts of the Company from July 2017 to February 2019. Before that, Mr. Eifler led the Company’s marketing and contracts efforts for the Eastern Hemisphere while based in London. From November 2013 to March 2015, he worked for Hercules Offshore, Inc., an offshore driller, as Director, International Marketing. Mr. Eifler originally joined the Company in February 2005 as part of the management development program and held numerous operational and marketing roles with increasing responsibility around the world until joining Hercules Offshore, Inc. in 2013.

The specific experience, qualifications, attributes, and skills that led our board to conclude that Mr. Eifler should serve as a director include his expertise in the areas of corporate governance, international business, operations, sales and marketing and engineering. He also has extensive experience in the oilfield services business. Further, it is the belief of our board that our CEO should be a member of the board of directors, and Mr. Eifler brings to our Board extensive knowledge of the Company and the industry as the President and Chief Executive Officer of the Company.

Mr. Hemmingsen served as Chairman for Maersk Drilling from September 2016 to November 2022, and before that was the CEO of Maersk Drilling from 2005 to 2016. Mr. Hemmingsen originally joined A.P. Moller – Maersk in 1981 as a shipping trainee. After completing his shipping education, he moved to Maersk Drilling, before serving in Maersk Line from 1989, including 12 years in both Hong Kong and Singapore. In 2003 he returned to the head office in Copenhagen as Senior Vice President in Maersk’s global container activities, while also being responsible for APM Terminals until 2004. In 2016, he took up a number of other senior roles, including that of Vice CEO of A.P. Moller – Maersk. He left A.P. Moller - Maersk A/S in 2019. Mr. Hemmingsen is currently on the boards of and serves as chairman of the board for each of DFDS A/S (public), HusCompagniet A/S (public), and Innargi A/S. Mr. Hemmingsen also serves on the Board of A.P. Moller Holding A/S. He formerly served on the board of Maersk Drilling A/S (public). Mr. Hemmingsen has studied management at London Business School and Cornell University, and gained an Executive MBA from IMD in 2007.

The specific experience, qualifications, attributes, and skills that led our board to conclude that Mr. Hemmingsen should serve as a director include his expertise in the areas of administration and human resources, corporate governance, environmental and social responsibility, innovation, international business, operations and strategic planning. He also has extensive experience in the oilfield services business. Further, Mr. Hemmingsen’s prior service with Maersk Drilling provides business continuity that is of value to the board as the company integrates the Business Combination.

Mr. Hirshberg currently owns VOR Advisors, Inc., which serves as a consultant to Elliot Management Corporation. Prior to that he served as a Senior Advisor at Blackstone Management Partners from January 2019 to January 2022. He joined ConocoPhillips in 2010 as its Senior Vice President, Planning and Strategy, and retired in January 2019 as its Executive Vice President, Production, Drilling and Projects, a position he held since April 2016. In this role, he had responsibility for ConocoPhillips’ worldwide operations, as well as supply chain, aviation, marine, major projects, drilling and engineering functions. Prior to joining ConocoPhillips, Mr. Hirshberg worked at Exxon and ExxonMobil for 27 years, serving in various senior leadership positions in upstream research, production operations, major projects and strategic planning. His last role at ExxonMobil was Vice President of Worldwide Deepwater and Africa Projects. Mr. Hirshberg is currently on the board of McDermott International, Inc., previously listed on the NYSE. Mr. Hirshberg was formerly on the board of Sitio Royalties (f/k/a Falcon Minerals Corporation (public)). He received Bachelor and Master of Science degrees in Mechanical Engineering from Rice University.

The specific experience, qualifications, attributes, and skills that led our board to conclude that Mr. Hirshberg should serve as a director include his expertise in the areas of engineering, innovation, international business, operations, risk management, strategic planning, and cybersecurity. He also has broad experience in several areas of the energy industry and deep experience as a public company board member.

Ms. Holth served as Executive Vice President and Global Head of Ocean Industries in DNB Bank ASA – Norway’s largest financial services group, from 2017 to 2020. She has significant experience in capital markets and funding and has held numerous management positions within DNB over the years, including also Global Head of Shipping, Offshore & Logistics for four years and General Manager & Head of DNB Americas for six years. Ms. Holth is currently on the boards of GasLog Partners LP (public) and HitecVision A/S (public). Previously, Ms. Holth served on Maersk Drilling’s board of directors. Ms. Holth holds a Bachelor in Economics and Business Administration from BI Norwegian Business School.

The specific experience, qualifications, attributes, and skills that led our board to conclude that Ms. Holth should serve as a director include her expertise in the areas of finance and treasury, international business, and risk management. She also has extensive experience in the oilfield services business and deep experience as a public company board member. Further, Ms. Holth’s prior service with Maersk Drilling provides business continuity that is of value to the board as the company integrates the Business Combination.

Mr. Maxwell has served as CFO of Signifier Medical Technologies Ltd. since November 2020, and has previously held the position as CFO of GasLog Ltd from 2017 to 2020. Prior to that he worked in the investment banking industry for 29 years, most recently with Goldman Sachs from 2010 to 2016, where he was a partner and Co-Head of the Global Energy Group with responsibility for relationships with a wide range of corporate and other clients. Previously, he was with Morgan Stanley, most recently as Managing Director and Head of Energy in the EMEA region, and with Dresdner Kleinwort Benson in a series of roles in the Utilities and M&A Groups. Previously, Mr. Maxwell served on Maersk Drilling’s board of directors from 2019 to 2022. Mr. Maxwell studied Modern Languages (Spanish and Portuguese) at Worcester College, Oxford.

The specific experience, qualifications, attributes, and skills that led our board to conclude that Mr. Maxwell should serve as a director include his expertise in the areas of accounting, finance and treasury, international business, and risk management. He has also served as a chief financial officer. Further, Mr. Maxwell’s prior service with Maersk Drilling provides business continuity that is of value to the board as the company integrates the Business Combination.

Ms. Pickard retired from Royal Dutch Shell in 2016, having held numerous positions of increasing responsibility during her 15-year tenure with Shell. She last served as Executive Vice President, Arctic and was responsible for Shell’s Arctic exploration efforts. This followed three successful years as Executive Vice President of Shell’s Exploration and Production business and Country Chair of Shell in Australia where she oversaw Gas Commercialization, Manufacturing, Chemicals, Supply and Distribution, Retail, Lubricants, Trading and Shipping, and Alternative Energy. Ms. Pickard was previously Shell’s Regional Executive Vice President for Sub Saharan Africa. Based in Lagos, Nigeria, she was accountable for Shell’s Exploration & Production, Natural Gas, and Liquefied Natural Gas (LNG) activities in the region. Before that, Ms. Pickard was Director, Global Businesses and Strategy and a member of the Shell Gas & Power Executive Committee with responsibility for Global LNG, Power, and Gas & Power Strategy. Ms. Pickard joined Shell in 2000 after an 11-year tenure with Mobil prior to its merger with Exxon. Ms. Pickard is a director of KBR, Inc. and Woodside Energy Group Ltd. (each public). Ms. Pickard holds a Bachelor of Arts degree from the University of California, San Diego and a Master of Arts degree from the University of Pennsylvania.

The specific experience, qualifications, attributes, and skills that led our board to conclude that Ms. Pickard should serve as a director include her expertise in the areas of administration and human resources, environmental and social responsibility, finance and treasury, international business, legal, operations, and engineering. She also has broad experience in all areas of the energy industry, deep experience as a public company board member, and has served as a chief executive officer.

Mr. Sledge previously served as the Chief Financial Officer of Cameron International Corporation, an oilfield services company, from 2008 until its sale to Schlumberger Limited in 2016. Prior to that, he served as the Corporate Controller of Cameron International Corporation from 2001 until 2008. He currently serves on the boards of Weatherford International plc, where he serves as chairman, and Talos Energy, Inc. (each public). He previously served on the boards of Stone Energy Corp., and Vine Energy, Inc. (each public). Mr. Sledge received a BS in Accounting from Louisiana State University and is a graduate of the Advanced Management Program at Harvard University.

The specific experience, qualifications, attributes, and skills that led our board to conclude that Mr. Sledge should serve as a director include his expertise in the areas of accounting, finance and treasury, and operations. He also has broad

experience in the energy exploration industry, deep experience as a public company board member, and has served as a chief financial officer.

Involvement in certain legal proceedings. The Company filed for bankruptcy protection in 2020, see “Explanatory Note” at page V. Certain of our directors and executive officers served in such capacity with the Company at the time of the bankruptcy filing. Mr. Eifler served as a director and executive officer, and Mr. Barker, Ms. Campbell, and Mr. Turcotte served as executive officers at the time the petition was filed.

Director Designation Right

In connection with the closing of the Business Combination, the Company entered into a Relationship Agreement (the “Relationship Agreement”) with APMH Invest A/S (“APMH Invest”), which set forth certain director designation rights of APMH Invest following the Closing Date for the Business Combination. Under the terms of the Relationship Agreement, APMH Invest is entitled to designate (a) two nominees to our Board so long as APMH Invest owns no fewer than 20% of the then outstanding Company shares and (b) one nominee to our board so long as the APMH Invest owns fewer than 20% but no fewer than 15% of the then outstanding Company shares. The Relationship Agreement will terminate once APMH Invest owns fewer than 15% of our outstanding shares. APMH Invest has designated Mr. Hemmingsen as its sole designee under the Relationship Agreement.

Except as described above, there is no other arrangement or understanding between or among other of the Board and any other persons pursuant to which he or she was appointed as a member of the Board. None of the members of the Board have any family relationship with any director or executive officer of Noble. There is no relationship between any member of the Board and Noble that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Executive Officers

Mr. Eifler, our Chief Executive Officer, serves on our Board. For his biography, please refer to “— Director Nominees” on page 9.

Ms. Alting was named Senior Vice President of Operational Excellence of Noble in October 2022. Before joining Noble, Ms. Alting served as Senior Vice President and Head of Integrity and Projects of Maersk Drilling since June 2020. Previously, she served as Vice President and Head of Engineering and Projects of Maersk Drilling from June 2018. Prior to that, she served in several roles with Maersk Drilling from May 2009, including Deputy Asset Manager, Project Team Lead, and Senior Project Engineer. Before joining Maersk Drilling, Ms. Alting served with Maersk Oil from November 2003 to May 2009. She has served on the Board of Maersk Drilling as an employee elected member since March 2019 and is a member of the Advisory Boards of MCEDD and the IASC/SPE International Drilling Conference. Ms. Alting holds an MSc in Chemistry from the Technical University of Denmark and a PMD from IESE Business School

Mr. Barker was named Senior Vice President and Chief Financial Officer of Noble in March 2020. He joined Noble following investment banking positions at firms including Moelis & Company and JPMorgan Chase & Co. where he specialized in oilfield services and equipment. Mr. Barker graduated magna cum laude from Rice University, where he earned a B.A. in Mathematical Economic Analysis and Managerial Studies.

Ms. Campbell was named Vice President and Controller of Noble in August, 2018. She is a certified public accountant with more than 20 years of experience. Before joining Noble, Ms. Campbell served as Assistant Controller, Policy and Corporate Reporting at Chevron Phillips Chemical Company LLC, a petrochemical company from March 2017 until July 2018. Prior to that time, Ms. Campbell worked at Noble from 2007 to March 2017, serving in the positions of Assistant Controller and Director of Corporate Accounting.

Mr. Denton was named Senior Vice President of Marketing and Contracts of Noble in October 2022. Previously, he served as Director of Marketing and Contracts for Noble from January 2017 until assuming his position as Vice President in March 2020, where he led Noble’s marketing and contracts efforts for the Middle East and India while based in Dubai. Prior to that, Mr. Denton served as our Project Director from March 2012 to January 2017 based in Korea and Houston, and as

Project Manager from August 2010 to March 2012 based in Singapore. Before that, he led Noble’s newbuild project electrical engineering efforts for dynamically positioned drilling assets as a consultant based first in Houston and then in Singapore. Before joining Noble, Mr. Denton worked for a Houston-based electrical integration company supplying power generation and controls equipment primarily to the marine and drilling industry worldwide.

Mr. Ipsen was named Vice President of Human Resources of Noble in October 2022. Prior to joining Noble, he served as Vice President and Head of HR Partnering of Maersk Drilling since October 2021. Prior to joining Maersk Drilling, Mr. Ipsen served as Head of Talent Development – Northern Europe & Russia of TotalEnergies since January 2020, and as Head of Human Resources – Denmark of TotalEnergies from March 2018 to January 2020. Previously, he held senior positions within human resources at Maersk Drilling, Maersk Oil and TotalEnergies, including working on the integration of Maersk Oil into TotalEnergies. Mr. Ipsen started his career as a line officer in the Danish Armed Forces where he served for 16 years. He holds a Master of Military Studies from the Royal Danish Defence College.

Mr. Kawaja was named Senior Vice President of Operations of Noble in October 2022. He has over 25 years of experience in offshore rig operations and project management. Previously, Mr. Kawaja served as Regional Manager – Western Hemisphere, where he led all of Noble’s shorebased and offshore operations in North and South America, from August 2014 until assuming his position as Vice President of Operations in October 2020. Prior to that, Mr. Kawaja served in various roles including Operations Manager, Drilling Superintendent, and Project Manager since joining Noble in 1996.

Mr. Turcotte was named Senior Vice President and General Counsel of Noble in December, 2008. He was named Corporate Secretary in January 2018. He will cease serving as an executive officer on April 1, 2023 and will remain in our employ as a special advisor to the CEO through February 2024. Prior to joining Noble, Mr. Turcotte served as Senior Vice President, General Counsel and Corporate Secretary of Cornell Companies, Inc. from 2007 to 2008. Before joining Cornell, he was most recently Vice President, Associate General Counsel and Assistant Secretary of Transocean, Inc., where he worked from 2000 to 2007. Between 1992 and 2000, he served in various legal positions with Schlumberger Limited in Houston, Caracas and Paris, and prior to 1992, he worked as a legal associate in law firms in Mexico City and Houston.

Ms. Howard will become Senior Vice President, General Counsel and Corporate Secretary of Noble on April 1, 2023. Prior to joining Noble, Ms. Howard served as Vice President, Assistant General Counsel and Assistant Corporate Secretary of Kraton Corporation, with which she was employed from September 2015 to March 2022. Before joining Kraton Corporation, Ms. Howard was a corporate associate with Hunton Andrews Kurth LLP in its Houston, Texas Office. She holds a BA in History and Politics from Durham University in the United Kingdom, and a Juris Doctor degree from American University Law School.

Corporate Governance

Board Independence

Our Board has determined that:

Independent non-management directors comprise in full the membership of each committee described below under “—Board Committees, Meetings and Other Governance Matters.”

Mr. Eifler, our current President and Chief Executive Officer, is not independent because of his service as a member of our senior management.

Our Board had also determined that each of our directors who left the board upon the closing of the Business Combination was also independent, which included Mr. Aronzon, Mr. Bartels, and Ms. Trent.

In order for a director to be considered independent under the NYSE rules, our Board must affirmatively determine that the director has no material relationship with the Company other than in his or her capacity as a director of the Company.

The Company’s corporate governance guidelines provide that a director will not be independent if,

The following will not be considered by our Board to be a material relationship that would impair a director’s independence: If a director is an executive officer of, or beneficially owns in excess of 10 percent equity interest in, another company

For relationships not covered by the guidelines in the immediately preceding paragraph, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, is made by our directors who satisfy the independence guidelines described above. These independence guidelines used by our Board are set forth in our corporate governance guidelines, which are published under the governance section of the Company’s website at www.noblecorp.com.

In evaluating the independence of Mr. Hirshberg, the Board considered a consulting agreement entered into between

VOR Advisors, Inc., an advisor firm owned by Mr. Hirshberg, and Elliott Investment Management L.P. (“Elliott”), non-affiliated shareholder of the Company, pursuant to which Mr. Hirshberg would advise Elliott in connection with certain investments outside the offshore drilling industry. The Board determined that this consulting agreement did not interfere with Mr. Hirshberg’s exercise of independent judgment in carrying out his responsibilities as a director. Mr. Hirshberg remains subject to all applicable Company policies.

In addition, in order to be independent for the purposes of serving on our on audit committee, a director may not, other than in his or her capacity as a member of the audit committee, the Board, or any other board committee:

Further, in order to determine the independence of any director who will serve on the compensation committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

In accordance with the Company’s corporate governance guidelines, the non-management directors have chosen an independent Chair of the Board to preside at regularly scheduled executive sessions of our Board held without management present. Mr. Sledge currently serves as our independent Chair.

Director Skills Matrix

The directors skills matrix assists the Board in considering the appropriate balance of experience, skills and attributes required of a director and to be represented on the Board as a whole. The skills matrix was developed after considering the Company’s near and long-term strategies and is intended to identify skills and attributes that will assist the Board in exercising its oversight function. The skills matrix assists in determining whether a potential Board member’s skills would complement the skills of the current Board members. The matrix is a summary; it does not include all of the skills, experiences and qualifications that each director nominee offers, and the fact that a particular experience, skill or qualification is not listed does not mean that a director does not possess it.

Board Committees, Meetings and Other Governance Matters

The Company has standing audit, compensation, nominating and governance, and safety and sustainability committees of our Board. Each of these committees operates under a written charter that has been adopted by the respective committee and by our Board. The charters are published under the governance section of the Company’s website at www.noblecorp.com and are available in print to any shareholders who request them.

Prior to the closing of the Business Combination, our Board was comprised of Paul Aronzon, Patrick J. Bartels, Jr., Robert W. Eifler, Alan J. Hirshberg, Ann D. Pickard, Charles M. Sledge, and Melanie M. Trent.

Board Refreshment

We recognize the importance of board refreshment, and the nominating and governance committee regularly considers board composition and how directors change over time. To assist our board refreshment efforts, our corporate governance guidelines provide for a mandatory retirement age of 72. Our Board’s current view is that given the recent changes to our Board as a result of the closing of the Business Combination and the short tenure of all of the members of the Board, our Board has been substantially refreshed and a period of relative stability in board composition is in the best interests of our Company and our shareholders as we navigate the integration of the Business Combination. Further, under the Relationship Agreement entered in connection with the Business Combination, one of our non-management directors has been designated by a former shareholder of Maersk Drilling. See –”Director Designation Rights,” above at page 11, for further information on this agreement. Nevertheless, the Board and the nominating and governance committee continuously discusses and considers board refreshment and composition as the members believe that the Board should be comprised of directors with diverse yet complementary backgrounds who bring different perspectives and experiences to the boardroom, generating healthy discussion and debate and more effective decision-making.

Board Committee Membership

The current members of the committees, number of meetings held by each committee during 2022 and a description of the functions performed by each committee are set forth below.

Prior to the closing of the Business Combination, our committee composition was as follows:

Audit Committee

Compensation Committee

Nominating and Governance Committee

Director Selection Criteria and Nomination Process

Safety and Sustainability Committee

Attendance Policy

Attendance at Board Meetings

Annual General Meeting of Shareholders

Board Leadership Structure and Board Evaluation

Risk Management Oversight

Role of the Board and Committees.

Role of Management.

Shareholder Communications with Directors

Director Education

Policies and Procedures Relating to Transactions with Related Persons

Security Ownership of Certain Beneficial Owners and Management

As of March 13, 2023, we had 134,820,742 shares outstanding, excluding shares held in treasury. The following table sets forth, as of March 13, 2023, (1) the beneficial ownership of shares by each of our directors, each nominee for director, each “named executive officer” listed in the Summary Compensation Table appearing in this proxy statement and all current directors and executive officers as a group, and (2) information about the only persons who were known to the Company to be the beneficial owners of more than five percent of the Company’s outstanding shares.

Delinquent Section 16(a) Reports

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes our compensation practices and decisions for our named executive officers (our “NEOs”) for the year ended December 31, 2022. Please refer to the “Explanatory Note” on page V of this proxy statement for information on our corporate history that is relevant to our corporate structure, our board composition and the compensation practices and decisions described in this proxy statement.

The 2022 compensation program and decisions described in this CD&A were determined by our compensation committee as it existed following our emergence from the Chapter 11 Cases on February 5, 2021 through the appointment of directors in connection with the Business Combination on September 30, 2022, which was comprised of the following three independent directors: Melanie M. Trent (Chair), Alan J. Hirshberg, and Charles M. Sledge. Our current compensation committee is comprised of the following three independent directors: Alan J. Hirshberg (Chair), Alastair Maxwell, and Charles M. Sledge.

While this CD&A focuses on compensation for the NEOs for 2022, as the last completed fiscal year, in accordance with the rules of the SEC, we also describe compensation actions effected after the end of the last completed fiscal year to the extent we believe such discussion enhances the understanding of our executive compensation disclosures and our executive compensation structure.

Our NEOs

When used in this CD&A, our NEOs consist of the persons listed in the table below.

Details regarding the compensation we provided to our NEOs during 2022 may be found in the tables and narrative sections following this CD&A, beginning on page 43 of this proxy statement.

Executive Summary

Our executive compensation program includes a mix of fixed and variable pay with performance periods ranging from one to three years. Our Compensation Committee established performance metrics for our annual cash incentive program (“STIP”) and our long-term incentive program (“LTIP”) that align with the Company’s strategy and shareholder interests. The following table outlines the primary elements of our Compensation Committee’s executive compensation program, excluding benefits, for 2022:

Our compensation committee delivers a substantial portion of target total direct compensation through variable and performance-based incentives that are at-risk. For 2022, 89% of our CEO’s and 79% of our other NEOs’ target total direct compensation was variable or at-risk.

Our CEO

Our NEOs

We follow certain simple foundational rules and best practices, and we strictly prohibit certain practices that do not meet our compensation standards. Notably, our executive compensation program contains shareholder-friendly features, including the following:

Shareholder Outreach Efforts

We are deeply committed to the interests of our shareholders and ensuring that we take those interests into account when making decisions for the Company. We engage in frequent discussions with our shareholders regarding a wide variety of topics, to fully understand and consider their input, suggestions, and concerns. Maintaining an active, open dialogue with our shareholders continues to be a top priority of the Board. Over the past year, these discussions have spanned a wide variety of topics, including merger-specific items and capital allocation strategy, the ongoing recovery in offshore drilling business fundamentals, and our strategy for growth and long-term value creation. Our shareholder outreach conversations also focused on the topic of Environmental, Social and Governance (“ESG”) and the actions the Company was taking to address this important component of our business strategy. Throughout 2022, the Company engaged shareholders through non-deal roadshows and investor conferences and on numerous individuals calls and meetings. Such shareholder engagement was further supported and enhanced by the Company welcoming a new Vice President of Investor Relations in August 2022.

As part of our commitment to shareholder outreach with respect to compensation, we maintained an active dialogue with our shareholders regarding our compensation program for several years. This dialogue, which was typically conducted by conference calls, was interactive and became an important source of investor feedback to our compensation committee. Typically, our Chair and members of management directly participated on these calls. Our typical shareholder outreach process followed a seasonal cycle and targeted our largest shareholders. Following emergence from bankruptcy in February 2021, we engaged our shareholders on the topic of compensation, governance, and other matters, generally; however, we did not host an annual general meeting of shareholders in 2021 or 2022. We intend to reimplement full shareholder outreach efforts with respect to executive compensation, consistent with our previous practice described above. We will report on our shareholder outreach efforts and their outcome in the proxy statement for the 2024 annual general meeting of shareholders.

For 2023, we expect to complete shareholder outreach with respect to compensation matters and ESG topics in line with the following calendar:

Details of Our Compensation Program

Our Compensation Philosophy and Objectives

We believe that strong corporate governance requires that our compensation program pays for performance and that it closely aligns our executives’ interests with those of our shareholders. We focus on compensation tied to key drivers of stock price performance to provide a clear link to enhanced shareholder value and further emphasize an appropriate balance of financial results, operational excellence, safety and sustainability. We place a majority of executive pay at risk and subject a substantial portion of our NEOs’ potential compensation to specific annual and long-term performance metrics intended to drive Company success.

Our executive compensation program reflects our philosophy that executive compensation should be structured to closely align each executive’s interests with the interests of our shareholders, emphasizing equity-based incentives and performance-based pay. The primary objectives of the Company’s compensation program are to:

Consistent with this philosophy, we seek to provide a total compensation package for the NEOs that is competitive in respect of our Peer Group (as defined below) for a given year. A substantial portion of total compensation is subject to Company and individual performance and is subject to forfeiture. In designing these compensation packages, the compensation committee annually reviews each compensation component and compares its use and level to various internal and external performance standards and market reference points. In line with our compensation philosophy, on average, our NEOs target total cash compensation is positioned between the 25^th and 50^th percentiles of the Benchmark Peer Group (see below) and our NEO’s target long-term equity compensation is positioned between the 50^th and 75^th percentiles, demonstrating our commitment to linking NEO pay and long-term Company performance.

Below is an illustration of the target compensation mix for our CEO and other NEOs during 2022.

Components of our Compensation Program for our NEOs

Board Process and Independent Review of Compensation Program

The compensation committee is responsible for determining the compensation of our directors and executive officers and for establishing, implementing, and monitoring adherence to our executive compensation philosophy. The compensation committee provides oversight on behalf of our Board in reviewing and administering the compensation programs, employee benefits, and the incentive and equity-based compensation plans. The compensation committee operates independently of management and receives compensation advice and data from outside independent advisors.

The compensation committee charter authorizes the committee to retain and terminate, as the committee deems necessary, independent advisors to provide advice and evaluation of the compensation of directors and executive officers, and other matters relating to compensation, benefits, incentive and equity-based compensation plans and corporate performance. The compensation committee is further authorized to approve the fees and other engagement terms of any independent advisor that it retains.

Our compensation committee chose to engage Meridian Compensation Partners, LLC as its independent compensation consultant (the “compensation consultant” or “advisor”). The advisor did not provide any additional services to the Company or any of our affiliates during 2022. The compensation committee has reviewed the independence of the advisor as required by the NYSE rules and determined that the advisor is independent.

The compensation consultant reports to, and acts at the direction of, the compensation committee. The compensation consultant is independent of management, provides comparative market data regarding executive and director compensation to assist in establishing reference points for the principal components of compensation, and provides information regarding compensation trends in the general marketplace, best practices, compensation practices of the Peer Groups described below, and regulatory and compliance developments. The compensation consultant regularly participates in the meetings of the compensation committee as well as meets regularly with the compensation committee in executive session without management present.

In determining compensation for our CEO, the compensation committee evaluates and assesses the CEO’s performance related to leadership, financial and operating results, achievement of company objectives, and other considerations. The compensation consultant provides market information and perspectives on market-based adjustments, which are included in the compensation committee’s decision-making process. The compensation committee may incorporate these considerations, as well as compensation market information, into its adjustment decisions.

In determining compensation for executive officers other than our CEO, our CEO consults with the compensation consultant to review compensation market information and prior compensation decisions, and then recommends compensation adjustments to the compensation committee. Our CEO may attend compensation committee meetings at the request of the compensation committee, except when the compensation of our CEO is being discussed. The compensation committee reviews and approves all compensation for our NEOs and also recommends the compensation for our directors to the full Board.

Peer Groups and Benchmarking

We compete for talent with employers across many different sectors around the world, but our primary competitive market consists of offshore drilling companies and oilfield services companies. In making compensation decisions for our NEOs, each element of their total direct compensation is compared against published compensation data and data provided by the compensation consultant. Data from peer companies plays an important role in the process used by the compensation committee to determine the design, components and award levels in our executive pay program. The peer companies are chosen in part because they operate in a similar industry, form an appropriate range of revenue and asset sizes, and have similar breadth, complexity and global scope. Our compensation committee views these peers as representative of the companies against which we compete for talent. The compensation committee conducts a review of our peer group every year in order to ensure that it remains appropriate.

Benchmark Peer Group

The compensation committee benchmarks compensation of the NEOs to the compensation of individuals in like positions in the companies included in the Benchmark Peer Group. The compensation committee does not benchmark executive compensation to specific levels or percentiles of the Benchmark Peer Group, but instead endeavors to be competitive within the Benchmark Peer Group with respect to the various components and the aggregate level of compensation of officers in comparable positions. The compensation committee believes that this approach gives the committee the flexibility to respond to individual circumstances and offer competitive compensation packages to our executives. We have reassessed the composition of the Benchmark Peer Group following the Business Combination for compensation determinations in 2023.

TSR Peer Group

We use the TSR Peer Group to measure our relative total shareholder return (“TSR”) performance for the vesting of performance-based long-term equity incentives. Our TSR Peer Group is comprised of the constituents of the OSX index, plus Valaris plc, which is a direct competitor for investor capital. The compensation committee believes that the TSR Peer Group is an appropriate benchmark against which to measure the Company’s stock price performance in the complex and cyclical offshore drilling industry. The compensation committee intends to continue to review and assess the composition of the TSR Peer Group for future performance-based awards.

How Compensation Components are Determined

Base Salary

Our philosophy is to ensure that base salaries are competitive with energy and general industry companies of roughly comparable size and are generally targeted at the middle range of the competitive market. Base salary levels of the NEOs were determined based on a combination of factors, including

The compensation committee conducts an annual review of the base salaries of NEOs taking these factors into account, and the committee also reviews the base salaries at the time of any promotion or significant change in job responsibilities. Between 2021 and 2022, the compensation committee froze base salaries for Messrs. Eifler, Barker and Turcotte, and increased base salaries by approximately 13% for each of Mr. Kawaja and Mr. Denton.

Base salaries for our NEOs for 2022 are shown in the table below:

Short-Term Incentive Plan (STIP)

Our STIP gives participants, including NEOs, the opportunity to earn annual cash bonuses in relation to specified target award levels defined as a percentage of their base salaries. Our executive annual incentive philosophy is to establish target award opportunities that are competitive with the energy and general industry peer groups and are generally targeted at the middle range of the competitive market, with an opportunity to achieve top quartile payouts for outstanding results or lower quartile payouts for below target results. STIP target award levels are developed based on a combination of factors, including