Slide 1: Nabors Industries Ltd. 2022 Proxy Supplement
NABORS INDUSTRIES LTD. 2022 Proxy Supplement 1
Slide 2: Shareholder Outreach, Feedback and Nabors' Responsiveness
NABORS.COM Shareholder Outreach, Feedback and Nabors’ Responsiveness 2
Slide 3: Our Approach to Shareholder Outreach in 2021
NABORS.COM • Following our 2021 Annual Meeting, the Compensation Committee Chair and Lead Director reached out to investors to understand their feedback regarding the company’s executive compensation practices, ESG policies and any other topics they wished to discuss . • Shareholders contacted repre
Slide 4: Investor Feedback on ESG and Nabors' Response
NABORS.COM 4 Investor Feedback on ESG and Nabors’ Response What We Heard Action Taken Based on Shareholder Feedback Outcome • Continue inclusion of ESG metrics as part of CEO performance goals x New CEO compensation criteria around GHG emissions intensity, diversity throughout management, and safety
Slide 5: Investor Feedback on Compensation and Nabors' Response
NABORS.COM 5 Investor Feedback on Compensation and Nabors’ Response What We Heard Action Taken Based on Shareholder Feedback Outcome • Reduce C - Suite total compensation x Restructured the equity awards program over the past two years resulting in a meaningful reduction to total direct compensati o
Slide 6: Overview of 2021 CEO Compensation Plan
NABORS.COM 6 Overview of 2021 CEO Compensation Plan (1) Short - Term Long - Term Base Salary (Cash) Annual Cash Incentive (Cash) TSR Shares (Equity) Performance Share Units (Equity) Key Design Features Objective Pay Element (Component) ▪ Aligned with market levels of peers ▪ Threshold - based ▪ 100%
Slide 7: Right-Sizing CEO Compensation
NABORS.COM 7 Right - Sizing CEO Compensation We have taken the following actions: • Restructured the equity awards program over the past two years resulting in a meaningful reduction to total direct compensation (down 48% in 2021 from 2020) • Peer group enhancements that better reflect the diverse a
Slide 8: CEO Compensation Aligned with Company Performance
NABORS.COM 0% 50% 100% 0% 50% 100% Performance Pay 8 CEO Compensation Aligned with Company Performance Nabors’ CEO compensation reflects strong alignment with company performance and is also in - line with peers (both the company’s historical peer group and its current, updated peer group) Note on m
Slide 9: Executive Pay is Highly Performance-Based
NABORS.COM 9 Executive Pay is Highly Performance - Based (1) Assumes payout at maximum, and excludes Change in Pension Value, Nonqualified Deferred Compensation Earnings and All Other Co mpe nsation, as such categories would be reflected in the Proxy Statement’s Summary Compensation Table. Executive
Slide 10: Thoughtful Process to Enhance Peer Group
NABORS.COM 10 Thoughtful Process to Enhance Peer Group In 2021, we engaged a new, independent compensation consultant and undertook a thorough review of our Peer Group, leading to a revised group for 2022 that better reflects our evolving business We identified numerous potential adjustments to Nabo
Slide 11: Highly Engaged, Diverse and Independent Board
NABORS.COM 11 Highly Engaged, Diverse and Independent Board Anthony G. Petrello John Yearwood James R. Crane John P. Kotts Michael C. Linn Anthony R. Chase Tanya S. Beder Independent Director since 2017 Committees: Audit; Technology & Safety; Compensation (Chair) Director since 1991 Committees: Exec
Slide 12: Our Approach to Diversity
NABORS.COM 12 Our Approach to Diversity Global Employee Diversity Since our CEO took the CEO Action for Diversity & Inclusion pledge, Nabors has redoubled its commitment to enhance diversity, equity & inclusion, including surpassing several internal goals regarding diverse hires and internal develop
Slide 13: Expanding ESG Initiatives
NABORS.COM 13 Expanding ESG Initiatives In 2021, we continued to deepen our commitment to environmental sustainability amidst one of the most challenging operating environments in recent memory Environmental • Reduced Scope 1 and Scope 2 GHG emissions intensity in the U.S. by ~10% and 5%, respective
Slide 14: Nabors' Business Overview and Performance in Context
NABORS.COM Nabors’ Business Overview and Performance in Context 14
Slide 15: Nabors at a Glance
NABORS.COM Leading provider of advanced technology for the energy industry. Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and sustainable energy production. 15 Nabors at a Glance (1) Segments exclude other reconciling ite
Slide 16: Global Presence with Complementary Business Lines
NABORS.COM 16 Global Presence with Complementary Business Lines U.S. • NDS services • Rig technology • 169 rigs in Lower 48 including 111 high spec; 44% utilization in 4Q’21 (67% for high spec) • 16 rigs in Alaska (19% utilization in 4Q’21) • 12 rigs offshore (25% utilization in 4Q’21) • 38% of oper
Slide 17: Significant Performance Improvement in 2021
NABORS.COM 17 Significant Performance Improvement in 2021 2021 marked another year in which we continued to lead the industry in operational performance in the U.S. and internationally. Daily drilling margins outperformed in the Lower 48 and our industry - leading consolidated EBITDA (1) continued i
Slide 18: Significant Performance Improvement in 2021 (cont'd.)
NABORS.COM $55 $33 $29 $32 $36 $39 $46 $52 $25 $14 $11 $15 $17 $18 $21 $26 4% 9% 14% 19% $- $20 $40 $60 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 2020 2021 Revenue Gross Profit % of NBR EBITDA 18 Significant Performance Improvement in 2021 (cont’d.) We continued to focus on net debt reduction, increased free cash flo
Slide 19: Appendix
NABORS.COM Appendix 19
Slide 20: Annex A: Reconciliation of Adjusted EBITDA and Net Debt
Annex A RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT 2021 {In thousands) Adjusted Depreciation operating and Adjusted income (loss) amortization EBITDA US. Drilling $ (76,492) $ 326,443 S 249,951 Canada Drilling 2,893 11,604 14,497 International Drilling (40,117) 323,429 283,312 Drilling Solutions 3
Slide 21: Annex A (cont'd.)
NABORS.COM 21 Annex A (cont’d.)
Slide 22: Corporate Governance Best Practices
NABORS.COM 22 Corporate Governance Best Practices Focus on Strong Governance x Independent Lead Director x Significant stock ownership across key executives x Annual director elections x Proxy access x Fulsome Board evaluation process x Continuing education for directors x Dedicated ESG Committee x
Slide 23: Best Practices in Compensation Governance
NABORS.COM 23 Best Practices in Compensation Governance What We Do What We Don’t Do x Compensation philosophy aligns pay with financial and operational performance, including a mix of relative and absolute metrics; a significant portion of NEO pay is performance - based or “at risk” No buyout or exc
Slide 24: Board Key Contributions and Skill Matrix
NABORS.COM 24 Board Key Contributions and Skill Matrix Health, Safety and Environment 4 Academia/Education 3 Logistics 1 Technology 4 Manufacturing 3 Investment Banking 4 Financial Literacy / Accounting 7 Finance / Capital Allocation 6 International 7 CEO / Business Head 7 Oil and Gas 6 Drilling 4 O
Slide 25: Peer Comparison
NABORS.COM 25 Peer Comparison Below is a summary of the varied approaches used by Nabors and that of the two proxy advisory firms to determine peers Nabors • Summary of methodology and criteria used to determine peer set (as further described on slide 10 of this proxy supplement): competition from a