DEF 14A of Halliburton Co
Filed Mar 31, 2026 · FY20250000045012-26-000033
Our 2026 Board Nominees (page 19)
Our 2026 Board Nominees (page 19)
Our 2026 Board Nominees (page 19)
| Name | Age | Occupation | | Abdulaziz F. Al Khayyal | 72 | Former Director and Senior Vice President of Industrial Relations, Saudi Aramco | | William E. Albrecht | 74 | President and CEO, Moncrief Energy, LLC | | M. Katherine Banks | 66 | Former President, Texas A&M University | | Earl M. Cummings | 61 | Managing Partner, MCM Houston Properties, LLC | | Murry S. Gerber | 73 | Former Executive Chairman of the Board, EQT Corporation | | Timothy A. Leach | 66 | Former Chairman and Chief Executive Officer, Concho Resources Inc. | | Robert A. Malone | 74 | Executive Chairman, President and Chief Executive Officer, First Sonora Bancshares, and the First National Bank of Sonora, Texas (dba, Sonora Bank) | | Jeffrey A. Miller | 62 | Chairman of the Board, President and Chief Executive Officer, Halliburton Company | | J. Shannon Slocum | 53 | Director, Executive Vice President and Chief Operating Officer, Halliburton Company | | Maurice S. Smith | 54 | Chairman, President, and Chief Executive Officer, Health Care Service Corporation | | Janet L. Weiss | 62 | Former President, BP Alaska | | Tobi M. Edwards Young | 50 | General Counsel, Saronic Technologies |
Our 2026 Board Nominees (page 19)
| Size of Board to be Elected | Non-Management Director Nominees | Average Age of Non- Management Director Nominees | Average Non- Management Director Nominee Tenure | | 12 | 83% | 65 | 7.3 |
Our 2026 Board Nominees (page 19)
| Non-Management Director Expertise | | | | | | | | | | | Energy Industry llllllllll | 7 | | Science/Technology/Engineering llllllllll | 8 | | International Business llllllllll | 5 | | | Accounting/Finance llllllllll | 8 | | Strategic Planning and Risk Oversight llllllllll | 10 | | Health, Safety & Environment and Sustainability llllllllll | 8 |
Tobi M. Edwards
Tobi M. Edwards Young, Nominating and Corporate Governance Committee Chair, May 2024 Earl Cummings, Audit Committee Chair, February 2025 Ms. Young’s past work experience in governance has given her a clear and compelling vision for board composition, emphasizing the importance of cognitive diversity and global perspectives, noting that Halliburton’s operations across 70+ countries require a board that can navigate complex geopolitical and regulatory environments. This reflects her strategic mindset and ability to align governance and enterprise- wise risk and opportunity. Mr. Cummings brings financial expertise and strategic oversight to Halliburton’s Audit Committee. His leadership spans capital raising, due diligence, asset management, and investor relations - core disciplines that directly support Halliburton’s commitment to financial transparency and operational excellence. His proven track record and disciplined approach reinforce our confidence in the integrity of our financial governance and our dedication to delivering long-term shareholder value. As the former president of BP Alaska’s operation, Ms. Weiss provides hands on, in the field executive experience in the daily operational and health, safety, and environmental requirements needed to operate safely in the oil and natural gas industry. Her proven leadership aligns with Halliburton’s global commitment to safety performance, sustainability strategies, service quality, continuous improvement, and regulatory compliance.
Tobi M. Edwards
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Tobi M. Edwards
The Nominating and Corporate Governance Committee will consider candidates for Board membership recommended by Board members, our management, and shareholders. The Committee may also retain an independent executive search firm to identify candidates for consideration and to gather additional information about the candidate’s background, experience, and reputation. A shareholder who wishes to recommend a candidate should notify our Corporate Secretary. In anticipation of upcoming mandatory Director age retirements, our Board refreshment journey includes the enhancement of our Board with the addition of six Directors since 2022, each of whom provide a variety of experiences and expertise to the Board, and the refreshment and rotation of 3 of our 4 committee chairs. With respect to Directors that have joined the Board since our most recent annual meeting, Mr. Leach joined the Board in December 2025. Mr. Leach is a widely respected leader in the oil and gas business, bringing decades and deep expertise in upstream operations, strategic planning, and corporate governance. Mr. Slocum joined the Board in January 2026, as a management director, concurrent with his appointment as Executive Vice President and Chief Operating Officer, bringing global operations experience and proven leadership to help Halliburton maximize asset value for its customers. With several of our Directors reaching mandatory retirement age, the Board continually evaluates whether additional Directors would enhance the Board’s oversight, experience, breadth, and other attributes. Further, the addition of new Directors, prior to Director retirements, presents an opportunity for those Directors to learn key positions before the retiring Director’s departure. Specifically, Mr. Cummings assumed the role of Audit Committee chair in February 2025 and Ms. Weiss assumed the role of Health, Safety, and Environment chair in May 2025, in anticipation of the approaching mandatory retirements of Mr. Bennett and Mr. Albrecht.
Tobi M. Edwards
| 18 | HALLIBURTON | 2026 Proxy Statement | www.halliburton.com |
Shareholder Engagement
Shareholder Engagement Halliburton’s Board values continuous improvement. We prioritize regular engagement with our shareholders through consistent, open dialogue that helps us gather valuable feedback and ensures we are aware of investor viewpoints. During the fall of 2025, we participated in off-season investor meetings to better understand our shareholder priorities and concerns prior to the proxy voting season. We offered to engage with our largest shareholders, as well as several others who had contacted Halliburton. We offered engagement to and communicated with shareholders representing approximately 61% of our shares as well as the two largest shareholder proxy advisors, Institutional Shareholder Services (ISS) and Glass Lewis. As a result of this outreach, we hosted video-conferences with ten shareholders who represented approximately 35% of our shares and proxy advisors ISS and Glass Lewis. These meetings included conversations with Halliburton senior management. We provided our shareholder presentation to all of our largest shareholders and others who contacted Halliburton, even if they were unable to participate in a video call. Our 2025 updates to these materials highlighted the latest information about our business; our Board oversight and engagement; our executive compensation program; our people, health, safety, and the environment; and our approach to sustainable energy solutions. We also offered to follow up to discuss any questions or concerns. Our aim is to provide all shareholders the opportunity to communicate their expectations and stay abreast of our activities, regardless of whether they are able to attend a formal meeting. In addition to providing an off-season investor engagement program, we solicited additional shareholder feedback with our annual and quarterly reporting, earnings conference calls, and investor meetings. We also conducted outreach to investment research analysts and other parties who are not shareholders, but who have interest in and offer feedback about Halliburton’s activities. As part of these campaigns, Halliburton’s senior management and Investor Relations team hosted regular meetings and conference calls. In 2025, we participated in 14 sell-side conferences, one non-deal roadshow, and 302 investor meetings. Our senior management presented shareholder feedback to the Board of Directors for discussion and consideration as part of its oversight responsibility.
Communication to the Board
Communication to the Board To foster better communication from our shareholders and other interested persons, we maintain a process for shareholders and others to communicate with the Audit Committee and the Board. The process has been approved by both the Audit Committee and the Board and meets the requirements of the NYSE and SEC. The methods of communication with the Board include telephone, mail, and e-mail.
Communication to the Board
| | 888.312.2692 or 770.613.6348 | | Board of Directors c/o Code of Business Conduct Halliburton Company P.O. Box 2625 Houston, TX 77252-2625 USA | | BoardofDirectors@halliburton.com |
Communication to the Board
Our compliance team reviews all communications directed to the Audit Committee and the Board. The chair of the Audit Committee is promptly notified of any significant communication involving accounting, internal accounting controls, or auditing matters. The Lead Independent Director is promptly notified of any other significant communication, and any communications addressed to a named Director are promptly sent to that Director. Copies of all communications are available for review by any Director. Communications may be made anonymously or confidentially. Confidentiality shall be maintained unless disclosure is: •required or advisable in connection with any governmental investigation or report; •in the interests of Halliburton, consistent with the goals of our Code of Business Conduct; or •required or advisable in our legal defense of a matter. Information regarding these methods of communication is available on our website at www.halliburton.com.
Communication to the Board
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Proposal No. 1 Election of Directors
Proposal No. 1 Election of Directors In considering whether a current Director should be nominated for election as a Director, the Nominating and Corporate Governance Committee and the Board considered, among other matters, the expertise and experience of the Director; the annual performance evaluation of the Director; the Director’s attendance at, preparation for, and engagement in Board and Committee meetings; the experience of the Board; the tenure of the Director; and the overall distribution of tenure among Directors to ensure sufficient experience with the Company’s operations, performance, technology, and cycles of the industry. Qualifications and experiences of our Directors are provided under Information about Nominees for Director. The 12 nominees are all current Directors. If any nominee is unwilling or unable to serve, favorable and uninstructed proxies will be voted for a substitute nominee designated by the Board. If a suitable substitute is not available, the Board will reduce the number of Directors to be elected. Each nominee has indicated approval of his or her nomination and his or her willingness to serve if elected. The Directors elected will serve for the ensuing year and until their duly qualified successors are elected.
Information about Nominees for Director
Information about Nominees for Director
Information about Nominees for Director
| | Abdulaziz F. Al Khayyal Former Director and Senior Vice President of Industrial Relations, Saudi Aramco INDEPENDENT Age: 72 Director Since: 2014 Halliburton Committees •Audit •Health, Safety and Environment | Current Public Company Directorships •Marathon Petroleum Corporation (since 2016) Former Public Company Directorships (within last five years): •None Other Directorships and Memberships •Chairman, National Gas & Industrialization Company, Saudi Arabia |
Information about Nominees for Director
Mr. Al Khayyal has exceptional knowledge of the energy industry, including significant international experience, a thorough understanding of the geopolitics of the oil and natural gas business, and executive experience with the world’s largest producer of crude oil. Mr. Al Khayyal retired from a senior leadership role at Saudi Aramco in 2014 after more than three decades of service.
Skills and Qualifications
Skills and Qualifications Energy Industry, International Business, Strategic Planning: Mr. Al Khayyal is the retired director and Senior Vice President of Industrial Relations of Saudi Aramco. He held multiple senior roles of increasing responsibility during his career at Saudi Aramco, spanning from 1981 to 2014, including Senior Vice President, Refining, Marketing and International, and Vice President, Corporate Planning. He worked across many facets of the company, including leadership roles in sales and marketing, human resources, corporate planning, and international operations. Mr. Al Khayyal had responsibility or worked for assets and facilities around the globe, including in Saudi Arabia and the Middle East, the United States, South Korea, and the Philippines. Technology/Engineering: Mr. Al Khayyal served in several engineering assignments early in his Saudi Aramco career and worked in several midstream and downstream positions. In addition to his 33-year career at Saudi Aramco, Mr. Al Khayyal attended University of California, Irvine, where he received his Bachelor of Science degree in mechanical engineering and an MBA. Health, Safety & Environment and Sustainability: Mr. Al Khayyal held a wide range of managerial positions in oil and natural gas operations and maintenance, including as Saudi Aramco’s Senior Vice President, International Operations. While in this role, he oversaw the daily operations including environmental, safety, and security concerns for 50,000 employees across the Saudi Aramco organization. This extensive, directly applicable industry expertise brings important context and perspectives to the work of our Health, Safety and Environment Committee. Human Resources/Compensation: As Director of Personnel and later VP of Human Resources for three years at Saudi Aramco, Mr. Al Khayyal was responsible for recruitment, hiring, training, benefits and compensation practices, and policies and procedures across its global workforce. He led the initiative to form a medical joint venture with Johns Hopkins to manage healthcare needs for Saudi Aramco’s 350,000 employees and dependents. Legal/Regulatory/Public Policy: Mr. Al Khayyal currently serves as a board member for Marathon Petroleum and is Vice Chair of the Sustainability and Public Policy Committee. As Senior Vice President of Industrial Relations, he had direct oversight of Saudi Aramco’s global government relations efforts.
Skills and Qualifications
| 22 | HALLIBURTON | 2026 Proxy Statement | www.halliburton.com |
Skills and Qualifications
| William E. Albrecht President and CEO, Moncrief Energy, LLC INDEPENDENT Age: 74 Director Since: 2016 Halliburton Committees •Compensation •Health, Safety and Environment | Current Public Company Directorships •Crescent Energy (since 2025) Former Public Company Directorships (within last five years): •Lead Independent Director, Valaris Inc. (2019-2021) •Chairman of the Board, Vital Energy (2020-2025) Other Directorships and Memberships •Director Certified, National Association of Corporate Directors •Board Leadership Fellow, National Association of Corporate Directors |
Skills and Qualifications
Mr. Albrecht has extensive experience in the oil and natural gas industry and executive experience with a public oil and natural gas exploration and production company and an international offshore drilling company. As the President and CEO of Moncrief Energy, LLC, an independent oil and natural gas company, he has deep knowledge of the current dynamics in the U.S. oil and natural gas industry. Additionally, Mr. Albrecht’s expertise in the field of engineering gives him technical understanding of Halliburton’s products, services, and customers.
Skills and Qualifications
Skills and Qualifications Energy Industry, International Business, Strategic Planning: Mr. Albrecht has spent more than 40 years in leadership positions in the domestic oil and natural gas industry. Since 2021, he has been the President and CEO of Moncrief Energy. Previously, Mr. Albrecht was Chairman of the Board of California Resources Corporation (CRC), an independent oil and natural gas company. He worked as Vice President at Occidental Petroleum and as President of Oxy Oil & Gas, Americas. At Oxy, Mr. Albrecht had managerial oversight of its upstream assets. Prior to Oxy, Mr. Albrecht was an executive officer for domestic energy producer EOG Resources and a petroleum engineer for Tenneco Oil Company. Mr. Albrecht holds a Master of Science degree in systems management from the University of Southern California and a Bachelor of Science degree in engineering from the United States Military Academy at West Point. Accounting/Finance: Over multiple decades in oil and natural gas industry leadership roles, Mr. Albrecht has led development and acquisition efforts at companies including Kelley Oil & Gas Corp., Contour Energy, EOG Resources, and Occidental Petroleum. His responsibilities have included oversight and active engagement in accounting and finance matters at each assignment. Health, Safety & Environment and Sustainability: As a petroleum engineer for Tenneco Oil Company, Mr. Albrecht had hands-on experience in health, safety, environmental (HSE), and sustainability efforts and knows what it takes to maintain a safe and sustainable workplace. As President of Oxy Oil and Gas USA and later President of Oxy Oil and Gas Americas, Mr. Albrecht provided leadership and oversight on Oxy HSE performance and continuous improvement efforts. Mergers & Acquisitions: Mr. Albrecht oversees strategy at Moncrief Energy. At EOG Resources, he served as Vice President of Acquisitions and Engineering, where he had responsibility for acquisitions, divestitures, and the annual SEC year-end reserves report. As Chairman of the Board of Rowan Companies, Mr. Albrecht oversaw the 2018 merger of Rowan and Ensco. As Chairman of the Board at CRC, he oversaw asset acquisitions such as the 2018 Elk Hills oil field purchase from Chevron. Human Resources/Compensation: As Chairman of the Board of CRC and as President and CEO of Moncrief Energy, Mr. Albrecht gained significant industry experience regarding compensation and HR matters, such as recruitment and hiring, benefits, and training.
Skills and Qualifications
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Skills and Qualifications
| | M. Katherine Banks Former President, Texas A&M University INDEPENDENT Age: 66 Director Since: 2019 Halliburton Committees •Health, Safety and Environment •Nominating and Corporate Governance | Current Public Company Directorships •Peabody Energy (since 2023) Former Public Company Directorships (within last five years): •None Other Directorships and Memberships •Elected Fellow of the American Society of Engineers •National Academy of Engineering |
Skills and Qualifications
Dr. Banks has significant experience in engineering, technology, and academia, and she brings unique expertise in scientific lab management, safety, and nuclear security. Before retiring in 2023, Dr. Banks served as President of Texas A&M University. She also served as Vice Chancellor of National Laboratories and National Security Strategic Initiatives for the Texas A&M University System, where she provided oversight of the Los Alamos National Laboratory contract and the George H.W. Bush Combat Development Complex at the RELLIS campus.
Skills and Qualifications
Skills and Qualifications Strategic Planning: Dr. Banks has over 30 years of experience in academia and served as President of Texas A&M University, one of the largest U.S. universities with more than 72,000 students and 10,000 faculty and staff members. Prior to becoming President, she served as the Dean of the College of Engineering for nine years at Texas A&M and Head of the School of Civil Engineering at Purdue University. As governments and industries consider alternative forms of energy and as service companies consider additional products and services for emerging and alternative energy sources, Dr. Banks’ experience with engineering, technology, and nuclear security provides strategic insight into future opportunities. Technology/Engineering, Energy Industry: Dr. Banks’ technical training includes a Bachelor of Science degree in environmental engineering from the University of Florida, a Master of Science degree in environmental engineering from the University of North Carolina, and a Doctoral degree in civil and environmental engineering from Duke University. She has held numerous leadership positions in engineering schools, including serving as Vice Chancellor of Engineering and Dean of Texas A&M’s College of Engineering. Dr. Banks is an Elected Fellow of the American Society of Civil Engineers and was elected to the National Academy of Engineering. In addition to her leadership positions and national recognition in the field of engineering, she received Oil and Gas Investor’s 25 Influential Women in Energy Pinnacle Award in 2021. Human Resources and Compensation: Given Halliburton’s focus on developing talent, Dr. Banks’ knowledge of the American academic system is highly valuable to the Board’s discussions of talent recruitment, retention, and development. Health, Safety & Environment and Sustainability: At Texas A&M, Dr. Banks helped establish the EnMed program, an innovative engineering medical school option created by Texas A&M University and Houston Methodist Hospital, designed to educate a new kind of physician who will create transformational technology for health care. Dr. Banks’ previous oversight of Texas A&M’s Sustainability Master Plan provides unique perspectives and knowledge to the Board’s work to oversee our environment, social, and governance strategy at Halliburton. Public Policy: Dr. Banks’ leadership positions included serving as Vice Chancellor of National Laboratories and National Security Strategic Initiatives. In these capacities she has had significant engagement on matters of public policy.
Skills and Qualifications
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Skills and Qualifications
| Earl M. Cummings Managing Partner, MCM Houston Properties, LLC INDEPENDENT Age: 61 Director Since: 2022 Halliburton Committees •Audit (Chair) •Health, Safety and Environment | Current Public Company Directorships •None Former Public Company Directorships (within last five years): •CenterPoint Energy (2020 - 2025) Other Directorships and Memberships •Texas Southern University, Jesse H. Jones School of Business Advisory Council Member •Texas Children’s Hospital, Operations & Planning Committee, and Compensation Committee •Texas Chairman Roundtable |
Skills and Qualifications
Mr. Cummings has significant technical expertise, leadership in information technology solutions, experience with federal and state government issues, and deep entrepreneurship credentials needed for innovation in an evolving energy economy. In addition, Mr. Cummings brings valuable expertise in business strategy, capital markets, and mergers and acquisitions. Since 2013, Mr. Cummings has been the Managing Partner of MCM Houston Properties, a real estate fund that purchases, restores, and rents single-family residential properties in the Houston area.
Skills and Qualifications
Skills and Qualifications Strategic Planning, Accounting/Finance: As Managing Partner of MCM Houston Properties, Mr. Cummings is responsible for executive leadership, capital raising, acquisition, and business and investment strategies of the fund and its assets. He has managed and sold more than 75,000 properties valued at over $5.5 billion. He is engaged in all phases of management and operation, including investor and finance relationships, project selection, due diligence, acquisition, asset management, portfolio optimization and disposition strategy, RFP preparation and response, vendor and talent selection, and political and government affairs. Mr. Cummings previously served on the Audit Committee of the CenterPoint Energy board of directors. He received an MBA from Pepperdine University. Technology/Engineering: Previously, Mr. Cummings served as Chief Executive Officer of The BTS Team, an information technology and staffing firm specializing in network, programming, database, and desktop support services. Additionally, Mr. Cummings has served on the board of C-STEM Robotics, where he was founding Chairman of the Executive Board. He received a Bachelor of Business Administration degree in management information systems from the University of Houston. Public Policy: At MCM, Mr. Cummings has extensive knowledge of and direct experience working with a variety of federal and state real estate issues, including federal contract administration, technical proposal preparation, partnership and mentoring agreements, Federal Acquisition Regulations, the Small Business Administration, and General Service Administration. Human Resources/Compensation: Mr. Cummings has direct HR and compensation experience through his former directorship at CenterPoint Energy, where he previously served on the Compensation Committee. Health, Safety & Environment and Sustainability: Mr. Cummings is intimately familiar with the HSE requirements of a publicly traded company through his former work as the previous Chair of the Governance, Environment and Sustainability Committee of the CenterPoint Energy board of directors.
Skills and Qualifications
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Skills and Qualifications
| Murry S. Gerber Former Executive Chairman of the Board, EQT Corporation INDEPENDENT Age: 73 Director Since: 2012 Halliburton Committees •Audit •Compensation (Chair) | Current Public Company Directorships •BlackRock, Inc. (since 2000) Former Public Company Directorships (within last five years): •Chairman, U.S. Steel, 2012 - 2025 Other Directorships and Memberships •Board of Trustees, Pittsburgh Cultural Trust |
Skills and Qualifications
Mr. Gerber has extensive business experience in the energy industry, with specific subject matter expertise in the United States (U.S.) unconventional oil and natural gas basins. Mr. Gerber’s public company board experience spans two decades and multiple sectors, giving him important insights and perspectives on commodity markets and financial markets.
Skills and Qualifications
Skills and Qualifications Energy Industry, Strategic Planning, Accounting/Finance, Technology/Engineering: Mr. Gerber served as Executive Chairman of EQT Corporation from 2010 until 2011, as its Chairman, President and CEO from 2000 to 2010, and before that as its President and CEO from 1998 to 2000. EQT is a large natural gas company in the United States with a focus in natural gas production, gathering, processing, and transmission, primarily in the Appalachian Basin. Prior to this, Mr. Gerber served as CEO of Coral Energy (now Shell Trading North America) and held oil and gas technical and management positions from 1978 to 1998. Mr. Gerber brings deep executive expertise managing and overseeing strategic, operational, and financial matters for large, complex enterprises. His experience as Lead Independent Director at BlackRock and as Chair of the Audit Committee of United States Steel (before the 2025 purchase by Nippon Steel) provides valuable experience for the Halliburton Board. Mr. Gerber holds a Bachelor of Science degree in geology from Augustana College and a Master of Science degree in geology from the University of Illinois. Legal/Regulatory/Public Policy: Mr. Gerber is intimately familiar with legal and regulatory issues in highly regulated industries through his work at EQT and as the Lead Independent Director of BlackRock. At EQT, he had daily oversight of public policy issues related to the oil and natural gas industry. Mergers & Acquisitions: During his time leading EQT, Mr. Gerber oversaw the company’s growth from a local distribution company to the leading exploration and production company in the Appalachian Basin, investing $7 billion in the region. Human Resources/Compensation: As President and CEO of EQT, Mr. Gerber had direct oversight of company HR and compensation plans, practices, and training and retention efforts. Health, Safety & Environment and Sustainability: As head of a large oil and natural gas company, Mr. Gerber had responsibility for company HSE initiatives and performance. He understands the critical nature of HSE requirements and their importance to the success of the business. Mr. Gerber serves on the Nominating, Governance & Sustainability Committee at BlackRock.
Skills and Qualifications
| 26 | HALLIBURTON | 2026 Proxy Statement | www.halliburton.com |
Skills and Qualifications
| Timothy A. Leach Former Chairman and Chief Executive Officer, Concho Resources Inc. INDEPENDENT Age: 66 Director Since: 2025 Halliburton Committees •Audit •Nominating and Corporate Governance | Current Public Company Directorships •ConocoPhillips (since 2021) Former Public Company Directorships (within last five years): •None Other Directorships and Memberships •Director Emeritus and Advisor to the Board and Executive Committee of the Permian Strategic Partnership •Board of Visitors for The University of Texas MD Anderson Cancer Center •Board of the Scharbauer Foundation •Advisory Board of the Caesar Kleberg Wildlife Research Institute |
Skills and Qualifications
Mr. Leach brings more than four decades of leadership in the oil and natural gas industry, including expertise in upstream operations, strategic planning, and corporate governance. He retired from ConocoPhillips in August 2025 after serving in several senior roles, including Executive Vice President, Lower 48, and Advisor to the Chief Executive Officer.
Skills and Qualifications
Skills and Qualifications Energy Industry, International Business, Strategic Planning, Accounting/Finance: Mr. Leach served as Chairman and Chief Executive Officer of Concho Resources Inc. from its founding in 2006 until its acquisition by ConocoPhillips in 2021. He also held the role of President from 2009 to 2017. Prior to that, he led Concho Oil & Gas Corp. and a predecessor company to Concho Resources Inc., and held executive roles at Parker & Parsley. Mr. Leach holds a Bachelor of Science in petroleum engineering from Texas A&M University and a Master of Business Administration from the University of Texas of the Permian Basin. Health, Safety & Environment and Sustainability: Throughout his career, Mr. Leach oversaw large-scale operations with a strong emphasis on safety, environmental stewardship, and sustainable development. His leadership at Concho and ConocoPhillips included responsibility for HSE performance across diverse geographies and asset types. Human Resources / Compensation: Mr. Leach’s executive roles included oversight of organizational development, talent strategy, and compensation planning. His experience managing workforce transitions during mergers and acquisitions provides valuable insight into HR and governance matters. Legal / Regulatory / Public Policy: Mr. Leach has worked closely with regulatory bodies and industry groups throughout his career.
Skills and Qualifications
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Skills and Qualifications
| Robert A. Malone Executive Chairman, President and Chief Executive Officer, First Sonora Bancshares, and The First National Bank of Sonora, Texas (dba Sonora Bank) INDEPENDENT Age: 74 Director Since: 2009 Lead Independent Director Since: 2018 Halliburton Committees •Compensation •Nominating and Corporate Governance | Current Public Company Directorships •Non-Executive Chairman of the Board, Peabody Energy (since 2016) and Director (since 2009) •Teledyne Technologies (since 2015) Former Public Company Directorships (within last five years): •BP Midstream Partners GP LLC, the general partner of BP Midstream (2017-2022) Other Directorships and Memberships •None |
Skills and Qualifications
Mr. Malone has exceptional executive leadership experience, energy and natural resources industry expertise, and is highly experienced in crisis management, safety regulation compliance, and corporate restructuring. Mr. Malone is currently Executive Chairman, President and CEO of First Sonora Bancshares, and of Sonora Bank. He held global leadership roles at BP plc, BP America Inc., and BP Shipping Ltd.
Skills and Qualifications
Skills and Qualifications Accounting/Finance, Strategic Planning, Mergers & Acquisitions: In his current and prior roles, Mr. Malone has accrued years of experience setting and executing corporate strategy, leading acquisitions, and overseeing accounting and financial reporting processes. He brings important perspectives and context to the Board’s discussions of finance and capital allocation. Energy Industry, Technology/Engineering: Prior to his current role at First Sonora, Mr. Malone was Executive Vice President of BP and the Chairman of the Board and President of BP America, at the time the largest producer of oil and natural gas and the second-largest gasoline retailer in the United States. Prior to this, Mr. Malone was Chief Executive Officer of BP Shipping and Alyeska Pipeline. Additionally, Mr. Malone serves as non-executive Chairman of the Board at Peabody Energy and as a board member of Teledyne Technologies, which provides enabling technologies for industrial growth markets. Mr. Malone holds a Bachelor of Science degree in metallurgical engineering from The University of Texas at El Paso and was an Alfred P. Sloan Fellow at the Massachusetts Institute of Technology where he earned a Master of Science degree in management. Legal/Regulatory/Public Policy: At BP, he led several efforts that required deep public policy, regulatory, and crisis management expertise, and he had direct oversight for the Law and Government Relations teams while at BP America. Human Resources/Compensation: Mr. Malone’s executive leadership and board experience provides deep HR knowledge and insight from multiple industries. Through his work at Sonora Bank and BP, Mr. Malone brings knowledge on hiring, compensation, benefits, training, and retention matters that directly benefit our Board. International Business: Mr. Malone lived abroad and conducted business around the world while at BP and BP Shipping. This gives him deep perspective into the global energy industry. Health, Safety & Environment and Sustainability: In his past roles within the global BP organization, Mr. Malone had strong operations experience, supported sustainability initiatives, and was responsible for HSE performance and improvement. He was a safety director and understands the day-to-day safety requirements for a global energy company.
Skills and Qualifications
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Skills and Qualifications
| | Jeffrey A. Miller Chairman of the Board, President and Chief Executive Officer, Halliburton Company NON-INDEPENDENT Age: 62 Director Since: 2014 Halliburton Committees •None | Current Public Company Directorships •None Former Public Company Directorships (within last five years): •None Other Directorships and Memberships •American Petroleum Institute •National Petroleum Council •Advisory Council, Texas A&M University Dwight Look College of Engineering •Board of Directors, Association of Former Students of Texas A&M University •The Council on Recovery Board of Trustees •Greater Houston Partnership •Board of Directors, Friends of Bill Wilson •Board of Directors, Arab-American Bilateral chamber |
Skills and Qualifications
Mr. Miller joined Halliburton in 1997, working in various leadership roles of increasing responsibility and oversight, including serving on our Board of Directors since 2014. From 2014 to 2017, he served as President and Chief Health, Safety and Environment Officer. From 2017 to 2018, Mr. Miller served as President and CEO; beginning in 2019, he has served as Halliburton’s Chairman of the Board, President and CEO. Mr. Miller brings deep global energy industry expertise, executive and business development experience, and in-depth knowledge of Halliburton’s strategy, risks, human capital management programs, operations, and health, safety, and environment protocols. Mr. Miller holds a Bachelor of Science degree in agriculture and business from McNeese State University and an MBA from Texas A&M University.
Skills and Qualifications
Skills and Qualifications Energy Industry, Strategic Planning, International Business: Mr. Miller has extensive experience leading energy industry business efforts in every region of the world, including specific assignments living in Angola, Indonesia, Venezuela, and Dubai. He leads Halliburton’s strategy and direction. He previously served as Senior Vice President, Global Business Development, and was responsible for Halliburton’s largest global customers. Health, Safety & Environment and Sustainability: Mr. Miller leads the Company’s HSE and sustainability strategies and goals. He oversees Halliburton’s HSE efforts and understands the daily requirements for an energy company to operate safely. Through his leadership, Halliburton made “advance a sustainable energy future” a strategic company priority, and the Company set and is achieving measurable sustainability targets that include reductions in Scope 1 emissions. Accounting/Finance, Mergers & Acquisitions: Mr. Miller is a CPA and worked at a major accounting firm prior to Halliburton. He has deep mergers and acquisitions experience, working closely on a number of significant acquisitions and divestitures. Through Mr. Miller’s guidance, Halliburton focuses on driving capital efficiency across the balance sheet. Technology/Engineering: Through Mr. Miller’s leadership, Halliburton advances digital and automation in its and its customers’ operations to create more intelligent, remote, autonomous, and environmentally friendly operations throughout the energy industry. Under his direction, Halliburton develops and provides innovative technology solutions and is the leader in active U.S. patents granted to oil and natural gas service companies. Human Resources/Compensation: In roles of increasing responsibility in locations around the world while at Halliburton, Mr. Miller gained significant experience leading people and organizations. Through his various roles, Mr. Miller developed deep insight into and hands-on leadership in HR matters, such as recruitment and hiring, compensation, benefits, and training.
Skills and Qualifications
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Skills and Qualifications
| J. Shannon Slocum Executive Vice President and Chief Operating Officer, Halliburton Company NON-INDEPENDENT Age: 53 Director Since: 2026 Halliburton Committees •None | Current Public Company Directorships •None Former Public Company Directorships (within last five years): •None Other Directorships and Memberships •API Upstream Committee |
Skills and Qualifications
Mr. Slocum joined Halliburton in 2005 and has served in leadership roles of increasing responsibility across global operations, technology, finance, and business development. He was appointed Executive Vice President and Chief Operating Officer in 2026 and joined the Board of Directors the same year. Early in his Halliburton career, Mr. Slocum helped transform Landmark’s software development model by establishing and expanding strategic partnerships in India. His software and international experience began before joining Halliburton, when he worked for BMC Software and helped establish its India development operations, including building an office in Pune. Mr. Slocum has also held account management responsibilities for one of the world’s largest independent operating companies, strengthening customer engagement and deepening commercial relationships. He later joined Halliburton’s finance organization, where he led global credit and collections and oversaw receivables, assessing customer creditworthiness, and managing financial risk across international markets. His international leadership experience includes serving as country manager in Azerbaijan and later as Vice President of Indonesia, where he led operations for five years. He subsequently served as Vice President of Cementing; Senior Vice President for the Europe, Eurasia, and Sub‑Saharan Africa region; Senior Vice President, Global Business Development and Marketing; and President of the Eastern Hemisphere from 2023 to 2025. Mr. Slocum holds a Bachelor of Science degree in industrial technology from Lamar University.
Skills and Qualifications
Skills and Qualifications Global Operations and Strategic Execution: Mr. Slocum brings extensive experience in managing complex multi-region operations, including country management roles in Azerbaijan and Indonesia. He directs Halliburton’s global execution strategy to maximize asset value for customers. Technology, Digital, and Innovation: Deep background in global software development and technology relationships; experience establishing development centers internationally and integrating digital innovation into operational strategy. Business Development and Customer Engagement: Mr. Slocum led major global accounts, including one of the world’s largest independent operating companies, and developed initiatives and marketing strategies that strengthened Halliburton’s relationships with major customers and drove growth in key markets. Health, Safety, and Environment (HSE): Mr. Slocum oversees HSE programs and ensures operational integrity across diverse environments. His leadership reinforces Halliburton’s focus on safe and sustainable energy operations. Finance and Risk Management: Former leader of Halliburton’s global credit and collections organization with responsibility for credit assessment and financial risk oversight. International Experience: Over two decades of operational and commercial leadership in the Eastern Hemisphere and Latin America where he gained deep insight into global energy markets and operational requirements.
Skills and Qualifications
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Skills and Qualifications
| | Maurice S. Smith Chairman, President & Chief Executive Officer, Health Care Service Corporation INDEPENDENT Age: 54 Director Since: 2023 Halliburton Committees •Compensation •Nominating and Corporate Governance | Current Public Company Directorships •Ventas Corporation (since 2021) Former Public Company Directorships (within last five years): •None Other Directorships and Memberships •Chairman, Prime Therapeutics •Board member, Blue Cross Blue Shield Association •Board member, America’s Health Insurance Plans (AHIP) •Deputy Chair, Federal Reserve Bank of Chicago |
Skills and Qualifications
Mr. Smith has extensive senior leadership experience in the health care industry, currently serving as the Chairman, President and CEO of Health Care Service Corporation (HCSC), one of the largest U.S. health insurers. Mr. Smith began his career at HCSC in 1993 and has held positions of increasing responsibilities across a range of functions. He is Chairman of the Board of Prime Therapeutics (a privately held, partially owned subsidiary of HCSC with revenue of over $30 billion), a diversified pharmacy solutions organization serving health plans, employers, and government programs. Mr. Smith brings to our Board deep expertise in setting and executing long-term corporate strategy, identifying and implementing important growth initiatives, and overseeing financial operations and activities.
Skills and Qualifications
Skills and Qualifications Strategic Planning, Accounting/Finance, Mergers & Acquisitions: Mr. Smith has held prominent leadership roles over the past three decades, with experience across sales, finance, strategy, operations, and government relations. Under his leadership as HCSC President (since 2019), CEO (since 2020), and formerly Vice Chair (2023-2025). During his tenure, Mr. Smith has led HCSC’s largest membership expansion and business growth in the company’s nearly century-long history. He has delivered strong revenue and earnings growth and steered the company through an ever-evolving industry, including navigating the dynamic landscape created by a global pandemic and leading the acquisition of the Cigna Group’s Medicare businesses, which increased HCSC’s Medicare Advantage footprint from 5 to 30 states. Mr. Smith was President of Blue Cross Blue Shield of Illinois, a division of HCSC, from 2015 to 2019. Previously, he directed the company’s investment and capital allocation strategies, capital structure, and financing activities, including important step-function growth initiatives such as the acquisition of Health Benefits and doubling HCSC’s Medicare Advantage geographic footprint. Through these efforts, HCSC has achieved annual revenues over $88 billion and employs more than 34,000 people. Mr. Smith’s board involvement with the Federal Reserve Bank of Chicago provides context for current and future economic conditions. Mr. Smith earned a Bachelor of Arts degree in business administration from Roosevelt University and an MBA from Pepperdine University. Regulatory/Public Policy: With over 30 years in health care, Mr. Smith has gained invaluable experience with the trends, public policy matters, and direction of the industry. This experience enhances our Board’s understanding of complex legal, regulatory, and compliance risks relevant to the business. Health, Safety & Environment and Sustainability: Under Mr. Smith’s leadership, HCSC has continued to advance its long-term impact by partnering with non-profits and local care providers to improve community health, create jobs, and operate in a responsible and sustainable manner. From this experience, Mr. Smith brings important context and perspectives to our boardroom that are invaluable in our oversight of sustainability initiatives and corporate social responsibility efforts. Human Resources/Compensation: Mr. Smith is intimately familiar with HR issues such as hiring, benefits, retention, and training, having served as a leader at one of the largest U.S. health insurers.
Skills and Qualifications
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Skills and Qualifications
| | Janet L. Weiss Former President, BP Alaska INDEPENDENT Age: 62 Director Since: 2023 Halliburton Committees •Audit •Health, Safety and Environment (chair) | Current Public Company Directorships •Tourmaline Oil Corp. (since 2020) Former Public Company Directorships (within last five years): •None Other Directorships and Memberships •Director, First National Bank Alaska •Director, Northwest University |
Skills and Qualifications
Ms. Weiss has substantial experience in the oil and natural gas industry, including serving as the President of BP Alaska. Prior to that role, Ms. Weiss held numerous leadership positions at BP and ARCO. Through these experiences, Ms. Weiss gained and brings to our Board significant experience in engineering, management, health and safety, operations, and strategic planning, as well as invaluable insight and perspective on the operations and financial aspects of the global oil and natural gas industry.
Skills and Qualifications
Skills and Qualifications Energy Industry, International Business, Strategic Planning, Accounting/Finance: Ms. Weiss retired in 2020 with more than 35 years of energy industry leadership experience. As President of BP Alaska, Ms. Weiss was responsible for BP’s Alaska oil and natural gas exploration, development, and production activities, as well as its interests in the Trans-Alaska oil pipeline. Prior to that, she held key management positions throughout BP in North America and the UK. Ms. Weiss serves as a director at Tourmaline Oil, a publicly traded Canadian exploration and production company. Ms. Weiss also previously served on the audit committee of First National Bank of Alaska. Technology/Engineering: Beginning her career in Alaska, Ms. Weiss worked as a process engineer, reservoir engineer, petroleum engineer, and reservoir engineering advisor. Her executive appointments have included VP of Special Projects for BP Exploration & Production and VP for Unconventional Gas Technology. Her engineering background is valuable in discussions about Halliburton’s products and services strategy and the Board’s oversight of related risks. Ms. Weiss earned a Bachelor of Science degree in chemical engineering from Oklahoma State University. Health, Safety & Environment and Sustainability: Ms. Weiss has hands-on experience with the daily operational and HSE requirements needed to operate safely in the oil and natural gas industry. This includes roles as Vice President responsible for business delivery for fields in Wyoming and in the Gulf of Mexico Shelf, Reservoir Manager for fields in Alaska, Strategy Manager for Alaska, and Director of Organizational Capability for BP’s Exploration and Production Operations and HSSE staff of over 7,000 people. Ms. Weiss serves as a member of the Environment, Safety, and Sustainability Committee of the Tourmaline board. Human Resources/Compensation: As President of BP Alaska and in roles of increasing responsibility prior to that, Ms. Weiss gained significant industry experience regarding compensation and HR matters, such as recruitment and hiring, benefits, and training. Corporate Governance: Ms. Weiss has deep governance experience through her time at BP and serving on the boards of public, private, and academic entities. She brings valuable business and cultural perspectives from her global, multinational experience that will contribute meaningfully to the Board’s efforts.
Skills and Qualifications
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Skills and Qualifications
| | Tobi M. Edwards Young General Counsel, Saronic Technologies INDEPENDENT Age: 50 Director Since: 2022 Halliburton Committees •Compensation •Nominating and Corporate Governance (Chair) | Current Public Company Directorships •None Former Public Company Directorships (within last five years): •None Other Directorships and Memberships •Co-chair, Global Women’s Democracy Network, International Republican Institute |
Skills and Qualifications
Ms. Young has extensive experience with legal and regulatory issues, policy-making, compliance, and corporate social responsibility, as well as valuable knowledge in technology and digital, including cybersecurity, data management, data privacy, artificial intelligence, and environment, social, and governance matters. Ms. Young serves as General Counsel for Saronic Technologies. She has direct experience in the executive, legislative, and judicial branches of the federal government, bringing valuable public policy experience to the Board.
Skills and Qualifications
Skills and Qualifications Legal/Regulatory/Public Policy: Ms. Young brings vast legal, regulatory, and compliance experience and expertise to our Board. Currently Ms. Young is the General Counsel at Saronic Technologies. Formerly at Cognizant, Ms. Young served as Senior Vice President of Legal and Chief Corporate Affairs Officer. Prior to this, Ms. Young served as a law clerk to U.S. Supreme Court Associate Justice Neil M. Gorsuch from 2018 to 2019, as well as General Counsel and Board Secretary of the George W. Bush Foundation/Office of the Former President. Ms. Young also served as Associate White House Counsel and Special Assistant to President George W. Bush, as well as Press Secretary to U.S. Representative J.C. Watts, Jr. Ms. Young holds a Bachelor of Arts degree from The George Washington University and a Juris Doctor from the University of Mississippi School of Law. Technology/Engineering: In her former role at Cognizant, Ms. Young addressed legal and regulatory issues related to compliance, artificial intelligence, global data privacy, cybersecurity standards, and environment, social, and governance matters, among other issues. Ms. Young previously served as a board member for the U.S. Chamber of Commerce Litigation Center, the U.S.-India Business Council, which works to create an inclusive bilateral trade environment between the two countries, and for the Information Technology Industry Counsel, the IT industry’s global trade association. These organizations address emerging policy and litigation issues, such as data privacy, cybersecurity, accessibility, and sustainability, that surround technology advancement. Health, Safety & Environment and Sustainability: Previously at Cognizant, Ms. Young oversaw the company’s corporate social responsibility portfolio focused on economic mobility, educational opportunities, health, and community sustainability, and she works closely on environment, social, and governance issues to develop policy and action on sustainability efforts. Strategic Planning, Accounting/Finance, Mergers & Acquisitions/Global Business: Ms. Young has strong experience with strategic planning, mergers and acquisitions, and financial issues at Cognizant.
Skills and Qualifications
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2025 Director Compensation
2025 Director Compensation
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Abdulaziz F. Al Khayyal | 130,000 | 212,948 | 24,405 | 60,948 | 428,301 | | William E. Albrecht | 137,747 | 212,948 | – | 160,002 | 510,697 | | M. Katherine Banks | 130,000 | 212,948 | – | 13,375 | 356,323 | | Earl M. Cummings | 152,153 | 212,948 | – | 7,578 | 372,679 | | Murry S. Gerber | 150,000 | 212,948 | – | 118,003 | 480,951 | | Timothy A. Leach (1) | 10,598 | 212,948 | – | 112,500 | 336,046 | | Robert A. Malone | 170,000 | 212,948 | – | 86,736 | 469,684 | | Maurice S. Smith | 130,000 | 212,948 | – | 16,772 | 359,720 | | Janet L. Weiss | 142,253 | 212,948 | – | 116,688 | 471,889 | | Tobi M. Edwards Young | 150,000 | 212,948 | – | 5,268 | 368,216 | | Alan M. Bennett (2) | 132,847 | 212,948 | 20,431 | 184,850 | 551,076 | | Bhavesh V. Patel (3) | 50,357 | – | 1,661 | 27,140 | 79,158 |
2025 Director Compensation
(1) Mr. Leach joined the Board on December 2, 2025. (2) Mr. Bennett will retire immediately prior to the 2026 Annual Meeting of Shareholders. (3) Mr. Patel retired immediately prior to the 2025 Annual Meeting of Shareholders. Fees Earned or Paid in Cash. The amounts in this column represent retainer fees earned or paid in fiscal year 2025. Refer to the section Directors’ Fees for information on annual retainer fees. Stock Awards. The amounts in the Stock Awards column reflect the grant date fair value of RSUs awarded in 2025. We calculate the fair value of equity awards by multiplying the number of RSUs granted by the closing stock price as of the award’s grant date. The number of restricted shares (RSAs), outstanding RSUs, deferred RSUs, and SEUs held at December 31, 2025, by non- management Directors are:
2025 Director Compensation
| Name | Restricted Shares | Outstanding RSUs | Deferred RSUs | SEUs | | Abdulaziz F. Al Khayyal | – | – | 79,227 | 19,427 | | William E. Albrecht | – | – | 71,061 | – | | M. Katherine Banks | – | 7,485 | 13,810 | – | | Earl M. Cummings | – | – | 18,820 | – | | Murry S. Gerber | 2,000 | 7,485 | – | – | | Timothy A. Leach | – | 7,485 | – | – | | Robert A. Malone | 14,843 | 7,485 | – | – | | Maurice S. Smith | – | – | 22,873 | 12,941 | | Janet L. Weiss | – | – | 13,750 | – | | Tobi M. Edwards Young | – | 7,485 | – | – | | Alan M. Bennett | 25,236 | – | 90,860 | 42,185 | | Bhavesh V. Patel | – | – | 33,662 | 6,936 |
2025 Director Compensation
Change in Pension Value and Nonqualified Deferred Compensation Earnings. The amounts in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column are attributable to the above-market earnings for cash deferrals to our nonqualified deferred compensation plan. The methodology for determining what constitutes above-market earnings is the difference between the interest rate as stated in the plan document and the Internal Revenue Service Annual Long-Term 120% AFR rate as of December 31, 2025. The 120% Annual AFR rate used for determining above-market earnings in 2025 was 5.47%. The average Director earnings for the balances associated with the Directors’ Deferred Compensation Plan were 7.83% for 2025. The average above-market earnings associated with this plan equaled 2.36% (7.83% minus 5.47%) for 2025.
2025 Director Compensation
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2025 Director Compensation
All Other Compensation. This column includes compensation related to the matching gift programs under the Halliburton Foundation and for the Halliburton Political Action Committee (HALPAC), dividends or dividend equivalents on restricted shares or RSUs, and dividend equivalents associated with the Directors’ Deferred Compensation Plan. Directors who participated in the matching gift program and the corresponding match provided by the Halliburton Foundation in 2025 are: Mr. Albrecht - $112,500; Mr. Bennett - $78,750; Mr. Gerber - $112,500; Mr. Leach - $112,500; Mr. Malone - $67,500; Ms. Weiss - $112,500; and Ms. Young - $1,125. HALPAC matching contributions are: Mr. Albrecht - $5,000; Mr. Bennett - $5,000; and Mr. Malone - $5,000. Directors who received dividends or dividend equivalents on restricted shares or RSUs held on Halliburton record dates are: Dr. Banks - $4,143; Mr. Bennett - $17,160; Mr. Gerber - $5,503; Mr. Malone - $14,236; and Ms. Young - $4,143. Directors who received dividend equivalents attributable to their stock equivalents account under the Directors’ Deferred Compensation Plan are: Mr. Al Khayyal - $12,987; Mr. Bennett - $28,201; Mr. Patel - $4,637; and Mr. Smith - $6,485. Directors who received dividend equivalents attributable to their deferred RSUs under the Directors’ Deferred Compensation Plan are: Mr. Al Khayyal - $47,960; Mr. Albrecht - $42,502; Dr. Banks - $9,232; Mr. Bennett - $55,738; Mr. Cummings - $7,578; Mr. Patel - $22,503; Mr. Smith - $10,287; and Ms. Weiss - $4,188. A Note About Charitable Giving and Matching. Halliburton believes charitable giving and charitable matching programs benefit the communities in which we live and work and are the right thing to do. These charitable gifts include a corporate match that all employees and Directors may access to direct giving to accredited colleges and universities, qualified medical institutions, and K-12 educational institutions. The employee and director gift amount subject to corporate match is capped at $20,000 for employees and $50,000 for directors. The K-12 educational institution gift amount subject to corporate match is capped at $500 for matching purposes or up to $1,125 in corporate match. By matching charitable gifts to colleges and universities and K-12 educational institutions, we invest in the next generation and help build a sustainable pipeline of talent. During shareholder engagement, our shareholders have provided feedback to us that investing in the future through giving to colleges and universities is one positive way to attract future employees. By matching charitable gifts to qualified medical institutions, we invest in the foundational medical support that allow the places where we live and work to thrive. For Directors and officers who participate, the “All Other Compensation” column will include a calculation of the charitable match. Here are a few examples of matches: Directors make charitable contributions to support colleges and universities as we collectively work to improve recruiting and STEM programs, and also to Connecticut Children’s Foundation whose mission is to improve the physical, social, and emotional health of children. For Directors, the Halliburton Foundation matches personal contributions up to 2.25 times the amount contributed by the Director, with the matched funds paid directly to the college, university, or hospital or K-12 educational institution, not the Directors. Our Directors derive no personal benefit from these contributions. Neither the Halliburton Foundation nor we have made a charitable contribution, within the preceding three years, to any charitable organization in which a Director serves as an executive officer that exceeds in any single year the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues. Finally, if they choose to participate, the Halliburton Political Action Committee allows Directors to participate in HALPAC, and the Company provides a dollar-for-dollar match on contributions over $100 annually, up to a $5,000 limit match to a 501(c)(3) nonprofit organization of the contributor’s choice.
2025 Director Compensation
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Shareholder Outreach and Board Activity
Shareholder Outreach and Board Activity Halliburton prioritizes continuing engagement with its shareholders. Our ongoing and earnest engagement with long-term investors ensures that the Board and management understand investors’ views and provides our Compensation Committee with valuable feedback. During the fall of 2025, we participated in off-season investor meetings to better understand shareholder priorities and concerns prior to the proxy voting season. We offered to engage with our largest shareholders, as well as several others who had contacted Halliburton. We offered engagement to and communicated with shareholders representing approximately 61% of our shares as well as the two largest shareholder proxy advisors, Institutional Shareholder Services (ISS) and Glass Lewis. As a result of this outreach, we hosted video-conferences with ten shareholders who represented approximately 35% of our shares and proxy advisors ISS and Glass Lewis. These meetings included conversations with Halliburton senior management. These efforts were conducted in addition to the 14 sell-side conferences, one non-deal roadshow, and 302 investor meetings, that are all part of our regular shareholder outreach cadence. Management reviewed the previously disclosed updates to the Performance Peer Group with shareholders. Those discussions included a variety of topics including the relevance of the Philadelphia Oil Service Index (OSX) and Performance Peer Group used for measuring relative performance to determine payouts under our Performance Unit Program (PUP). The discussion noted that the OSX includes a much broader collection of energy services, and not simply oilfield services, and includes services such as liquified natural gas (LNG) and others while at the same time excluding oilfield services companies such as Baker Hughes Company and Liberty Energy Inc. The discussion also covered the importance of ensuring that Halliburton’s Performance Peer Group remains relevant and robust in a rapidly evolving business landscape, including as a service provider to the exploration and production industry, which is rapidly consolidating. Halliburton heard from shareholders general support for the new Performance Peer group and understanding about the OSX composition. The discussions with ISS and Glass Lewis included questions and answers about this shareholder feedback and general support for the new Performance Peer Group. During these discussions in 2025, investors expressed high satisfaction with how Halliburton’s executive compensation program is structured today. At our 2025 Annual Meeting, approximately 94% of the votes cast for say-on-pay supported our executive compensation decisions. Shareholders made it clear that they are pleased with our ongoing responsiveness to their feedback, our overall compensation design, including the specific, measurable metrics in our Annual Performance Plan, and the use of relative Return on Capital Employed (ROCE) and Total Shareholder Return (TSR) in the PUP. Other than updating the Performance Peer Group used in the Performance Unit Program, we did not make any material changes to our program for 2025. The details of this update are discussed in the 2025 Performance Peer Group section of this CD&A.
QWhy were the 2025 financial performance targets under the Annual Performance Pay Plan set below 2024
QWhy were the 2025 financial performance targets under the Annual Performance Pay Plan set below 2024
QWhy is Halliburton proposing to replenish shares under the Halliburton Company Stock and Incentive Plan
QWhy is Halliburton proposing to replenish shares under the Halliburton Company Stock and Incentive Plan
QHow does the Compensation Committee determine Halliburton’s Comparator Peer Group?
QHow does the Compensation Committee determine Halliburton’s Comparator Peer Group? AThe Compensation Committee applies a comprehensive and data-driven approach to developing Halliburton’s Comparator Peer Group. Our objective is to create a peer set that reflects the size, scale, scope, and complexity of Halliburton’s global operations and aligns with investor expectations for a disciplined and transparent evaluation process. The resulting group serves as a robust foundation for assessing the competitiveness, balance, and effectiveness of our executive compensation program. Each year, with support from our independent compensation consultant, the Compensation Committee conducts a detailed review of the peer group to confirm that it continues to reflect companies comparable to Halliburton in business model, geographic reach, and operational complexity. The process begins with the existing peer group and expands to include potential peers identified through institutional investor research, management and Board input, and analysis of organizations that compete with Halliburton for business opportunities and leadership talent. From this broader pool, the Compensation Committee conducts a structured, multi-factor screening process that considers a blend of financial, operational, and qualitative criteria, including revenue, market capitalization, employee base, industry affiliation (such as oilfield services, drilling, and related energy or industrial sectors), geographic footprint, operating characteristics, corporate headquarters location, and stock price correlation. The Compensation Committee also evaluates each company’s business complexity, global presence, and financial stability to ensure appropriate comparability. To maintain balance and relevance, the Compensation Committee focuses on companies of comparable scale and operational breadth—typically within a revenue range that aligns with Halliburton’s position in the market— while retaining flexibility to include strategically important competitors whose size or structure differs but whose business dynamics or talent markets are directly relevant. This was the process that we followed in updating the Performance Peer Group used in the Performance Unit Program this past year. (See page 44 for additional details on this change.)
Determination of CEO Target Total Compensation
Determination of CEO Target Total Compensation When determining target total compensation for the CEO, the Compensation Committee evaluates CEO compensation through various lenses to ensure that it is setting competitive total target compensation opportunities and approving actual compensation outcomes that are aligned with actual performance results and shareholder expectations. Under our PUP, we use a mix of performance cash (50%) and performance stock (50%). This approach affects how we report executive compensation in the Summary Compensation Table, making it impractical to directly compare our executives’ actual reported pay with competitors who use 100% stock for long-term incentives—because under the SEC’s reporting rules, these two methods yield different disclosures. Specifically, performance cash is reported when paid and performance stock is reported when granted. This means that when we outperform our competitors, our reported pay can be materially higher than theirs even if their actual pay is the same or higher. In other words, to achieve a comparator like-for- like compensation analysis, additional analysis is required. Total target compensation for our CEO is structured to target market competitive pay levels in base salary and short- and long-term incentive opportunities relative to market pay levels for CEOs in our Comparator Peer Group. Total target compensation opportunities are set by the Compensation Committee at the beginning of each performance period and are intended to be forward looking. Because our philosophy places an emphasis on variable pay at risk, and also uses a mix of cash and stock for performance-based long-term incentives, actual pay results may be above or below the 50th percentile of our Comparator Peer Group depending on performance. The chart below compares Mr. Miller’s last five years of total target compensation as approved by the Compensation Committee to the total target compensation of our two largest peers in the oilfield sector: As shown above, Mr. Miller’s year-over-year increase in target total compensation reflects adjustments made in 2025 to align his compensation with our philosophy of targeting market median pay levels for our NEOs. Specifically, adjustments were made to the following pay elements for Mr. Miller: •Base Salary - Increased from $1.65 million to $1.70 million in recognition of his performance and to align his total target direct compensation with the market median of our Comparator Peer Group. •Short Term Incentive Target - Remained unchanged at 150% of base salary. The increase in STI target compensation noted above is a result of the increased salary for 2025. •Long Term Incentive (LTI) Target - Increased by $928,000 to align with the market median LTI of our Comparator Peer Group.
Determination of CEO Target Total Compensation
The Compensation Committee also considers the CEO’s performance and accomplishments in the areas of business development and expansion, management succession, development and retention of management, ethical leadership, and the achievement of financial and operational objectives. Each year, our CEO and the members of the Board agree upon a set of objectives addressing the following areas: •Leadership and vision; •Integrity; •Keeping the Board informed on matters affecting Halliburton; •Performance of the business; •Development and implementation of initiatives that provide long-term economic benefits; •Accomplishment of strategic objectives; and •Development of management. Other NEOs’ compensation is determined similarly by evaluating each NEO’s performance and considering the market competitive pay levels of the Comparator Peer Group for the NEO’s position. The Compensation Committee also considers the importance of keeping our management team focused and stable, especially given that other oilfield services companies have aggressively recruited our NEOs and other executives in the past, with more than thirty former Halliburton executives departing to become CEOs and/or senior executives of other oilfield services companies.
Individual Performance Highlights
| DEVELOP AND IMPLEMENT INITIATIVES THAT PROVIDE LONG-TERM ECONOMIC BENEFITS |
Our Executive Compensation Program Objectives
Our Executive Compensation Program Objectives Our executive compensation program is designed to achieve the following objectives: •Provide a clear and direct relationship between executive pay and our performance on both a short-term and long-term basis; •Target market competitive pay levels with a comparator peer group; •Emphasize operating performance drivers; •Link executive pay to measures that drive shareholder returns; •Support our business strategies; and •Maximize the return on our human resource investment.
Good Compensation Governance Practices At-A-Glance
| | What We Do | | What We Don’t Do | | | Use a mix of relative and absolute financial metrics | | No repricing of underwater stock options | | | Structure the majority of total direct compensation opportunity to be performance-based, at-risk, and long-term | | No excessive perquisites | | | Deliver rewards that are based on the achievement of long-term objectives and the creation of shareholder value | | No guaranteed bonuses or uncapped incentives | | | Maintain a clawback policy in the event of a material financial restatement | | No single trigger vesting upon a change of control | | | Maintain robust executive and Director stock ownership requirements | | No excise tax gross-ups | | | Use an independent, external compensation consultant | | No hedging or pledging of company securities by executives and Directors | | | Benchmark against a relevant group of peer companies | | No buyout or exchange of underwater options | | | Ensure rigorous oversight of incentive metrics, goals, and the pay-for-performance relationship | | No special or one-time stock grants for internal promotions | | | Hold an annual say-on-pay vote | | No liberal share counting or recycling |
Elements of our Executive Compensation Program for 2025
| | Reward Element | Objective | Key Features | How Award Value is Determined | 2025 Decisions | | FIXED | Base Salary | To compensate executives based on their responsibilities, experience, and skill set. | Fixed element of compensation paid in cash. | Benchmarked against a group of comparably sized corporations and industry peers. | Base salary determinations varied by individual as noted on page 58. | | AT RISK | Short-Term (Annual) Incentive | To motivate and incentivize performance over a one-year period. | Award value and measures are reviewed annually. Targets are set at the beginning of the period. | Performance measured against: •60% NOPAT •20% Asset Turns •20% Non-Financial Strategic Metrics | Award values were targeted at the market median for 2025. | | | Long-Term Incentives | To motivate and incentivize sustained performance over the long-term. Aligns interests of our NEOs with long-term shareholders. | Value is delivered: •70% performance units measured over three years (½ in stock; ½ in cash) with relative TSR modifier •30% restricted stock | The 2025 performance units measured against ROCE performance relative to performance peers and including a relative TSR modifier. Relative ROCE performance required for a target PUP payout is set at the 55th percentile. Payouts of the primary metric (relative ROCE) are capped at target if average HAL ROCE for the applicable three-year performance period is negative. Restricted stock grants have time-based vesting and value is driven by our share price. | Award values were targeted at the market median for 2025. |
Compensation Mix
| 90% At-Risk Compensation | | 74% Long-Term Incentives |
Compensation Mix
| 83% At-Risk Compensation | | 65% Long-Term Incentives |
Use of Independent Consultants and Advisors
Use of Independent Consultants and Advisors The Compensation Committee engaged Pearl Meyer as its independent compensation consultant during 2025. Pearl Meyer does not provide any other services to us. The primary responsibilities of the independent compensation consultant are to: •Provide independent and objective market data; •Conduct compensation analysis; •Recommend potential changes to the Comparator Peer Group and Performance Peer Group; •Recommend plan design changes; •Advise on risks associated with compensation plans; and •Review and advise on pay programs and pay levels. These services are provided as requested by the Compensation Committee throughout the year. Based on their review of our executive compensation program, Pearl Meyer concluded that our compensation plans do not appear to present any material risks to the Company or its shareholders.
Comparator and Performance Peer Companies
Comparator and Performance Peer Companies The Compensation Committee uses various market data to examine and set target compensation opportunities for the NEOs, as well as to determine actual award payouts, to ensure that it provides competitive compensation opportunities and approves actual compensation outcomes that are aligned with shareholder expectations. In determining appropriate bases for comparison, the Compensation Committee and its external compensation consultant have considered the fact that we operate in an industry with very few direct peers of our size and reach. Additionally, many companies of our size and talent composition operate in industries that lack the cyclicality of our own. As a result, the Compensation Committee has determined that multiple peer groups should be employed, for specific purposes. We have discussed these peer groups with our shareholders, who are aware of the peer group construction challenges we face and are supportive of the groups we have developed. The following provides context for the different peer groups used to support the Compensation Committee’s process:
Comparator and Performance Peer Companies
| Comparator Peer Group — used to determine market levels of total compensation for the 2025 plan year. | | Performance Peer Group — used to evaluate Halliburton’s relative performance for both ROCE and TSR over a three-year performance period for determining PUP payouts for the 2025 PUP Cycle. (See “2025 Performance Peer Group” below.) | | Philadelphia Oil Service Index (OSX) — used to evaluate Halliburton’s relative TSR over a three-year period for determining the PUP payout for the 2023 PUP Cycle. |
2025 Comparator Peer Group
2025 Comparator Peer Group The Compensation Committee regularly assesses the market competitiveness and effectiveness of the Company’s executive compensation program using a carefully constructed Comparator Peer Group. With support from its independent compensation consultant, the Compensation Committee conducts a comprehensive, data-driven review of the Comparator Peer Group each year to confirm that it continues to reflect companies comparable to Halliburton in business model, operational scale, and global complexity. The selection process begins with the existing Comparator Peer Group and expands to include potential comparators identified through institutional investor research, management and Board input, and independent analyses of companies that compete with Halliburton for business opportunities and leadership talent. The Compensation Committee applies a structured, multi-factor screening process informed by quantitative and qualitative data. Key considerations include revenue, market capitalization, number of employees, global impact and reach, operating characteristics, and corporate headquarters location. These factors are evaluated together to identify companies that share Halliburton’s scale, scope, and operating profile. Industry affiliation is also an important consideration, particularly among companies engaged in oil and natural gas exploration, energy services, and related sectors. However, the Compensation Committee recognizes that many of Halliburton’s direct industry peers are significantly smaller in size and scope. To ensure a meaningful comparison set, the Compensation Committee includes strategically relevant companies outside the immediate oilfield services sector that exhibit comparable operational characteristics, capital intensity, and geographic reach. The resulting Comparator Peer Group provides a balanced mix of energy and diversified industrial companies that reflect Halliburton’s global footprint and business complexity, while maintaining sufficient industry relevance for evaluation. With support from its independent compensation consultant, the Compensation Committee reviews market data from public filings
2025 Comparator Peer Group
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2025 Comparator Peer Group
and third-party compensation databases and adjusts for differences in company size, typically based on revenue, to ensure appropriate comparability. The 2025 Comparator Peer Group was composed of the following peer companies within the energy industry, as well as selected companies representing general industry. The 2025 Comparator Peer Group is unchanged from 2024. This peer group was utilized to determine market levels of total compensation for the 2025 plan year:
2025 Comparator Peer Group
| 3M Company | Hess Corporation | | APA Corporation | Honeywell International Inc. | | Baker Hughes Company | Johnson Controls International plc | | Caterpillar Inc. | NOV Inc. | | ConocoPhillips | Occidental Petroleum Corporation | | Deere and Company | SLB N.V. | | Emerson Electric Co. | Transocean Ltd. | | Fluor Corporation | Weatherford International plc |
2025 Comparator Peer Group
Because of variances in market capitalization and revenue size among the companies comprising our Comparator Peer Group, the market data is size adjusted by revenue as necessary so that it is comparable with our trailing 12-month revenue. These adjusted values are used to compare our executives’ compensation to those of the Comparator Peer Group. Total compensation for each NEO is structured to target market-competitive pay levels in base salary and short- and long- term incentive opportunities. We also place an emphasis on variable pay at risk, which enables this compensation structure to position actual pay above or below the 50th percentile of our Comparator Peer Group depending on performance. A consistent pre-tax, present value methodology is used in assessing stock-based and other long-term incentive awards. The independent compensation consultant gathers and performs an analysis of market data for each NEO, comparing each of their individual components of compensation and total compensation to those of the Comparator Peer Group. This competitive analysis consists of comparing the market data of each of the pay elements and total compensation at the 25th, 50th, and 75th percentiles of the Comparator Peer Group to current compensation for each NEO.
2025 Performance Peer Group
2025 Performance Peer Group For determining PUP award payouts, the Compensation Committee compares ROCE on a relative basis over three years to the results of a performance peer group it selects. The Performance Peer Group used for the PUP is reviewed annually by the Committee and is comprised of oilfield equipment and services companies and oil and gas contractors. This peer group is used for the PUP because these companies represent the timing, cyclicality, and volatility of the oil and natural gas industry and provide an appropriate industry group for measuring our relative performance. The Compensation Committee, as part of its ongoing oversight, closely monitors industry trends and evaluates how changes might affect our executive compensation program. The ongoing consolidation in the exploration and production sector has emerged as a shared priority and a main topic of discussion for both the Compensation Committee and our shareholders. During our 2024 shareholder outreach meetings, investors highlighted the potential impact of the ongoing consolidation on the relevance of our Performance Peer Group used for measuring relative performance to determine payouts under our PUP. While no formal directives were given, these discussions underscored the importance of ensuring our Performance Peer Group remains relevant and robust in a rapidly evolving business landscape. As such, a new performance peer group was implemented in 2025 for purposes of evaluating Halliburton’s relative performance for both the ROCE and relative TSR metrics. The new Performance Peer Group is as follows:
2025 Performance Peer Group
| Baker Hughes Company | ProFrac Holding Corp. | | Expro Group Holdings N.V. | RPC, Inc. | | Helix Energy Solutions Group, Inc. | Seadrill Limited | | Helmerich & Payne, Inc. | SLB N.V. | | Liberty Energy Inc. | TechnipFMC plc | | Noble Corporation plc | Transocean Ltd. | | NOV Inc. | Weatherford International plc | | Oceaneering International, Inc. | Valaris Limited | | Patterson-UTI Energy, Inc. | |
2025 Performance Peer Group
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2025 Performance Peer Group
With support from its independent compensation consultant, the Compensation Committee selected and approved the above-listed companies because they: (1) have similar cyclicality and capital investment structures as Halliburton; (2) are in oil and natural gas drilling or oil and natural gas equipment and services; (3) have greater than $1.0 billion market capitalization; and (4) have a U.S. exchange listing. Further consideration was also given to geography, operations, and size. When we previewed this new Performance Peer Group with investors during our 2024 shareholder outreach meetings, they were understanding and supportive of this change.
Base Salary
Base Salary The Compensation Committee generally targets base salaries at the median of the Comparator Peer Group. The Compensation Committee also considers the following factors when setting base salary: •Level of responsibility; •Experience in current role and equitable compensation relationships among internal peers; •Performance and leadership; and •External factors involving competitive positioning, general economic conditions, and marketplace compensation trends. No specific formula is applied to determine the weight of each factor. Salary reviews are conducted annually to evaluate each executive. Individual salaries are not necessarily adjusted each year. The Compensation Committee reviewed the base salary of each of our NEOs, and upon review of the market data and other relevant factors, the Compensation Committee made the following adjustments to our NEOs’ base salaries effective January 1, 2025.
Base Salary
Mr. Miller’s base salary was increased from $1.65 million to $1.70 million in recognition of his performance and to align his total target direct compensation with the market median of our Comparator Peer Group. In connection with his promotion to President - Eastern Hemisphere, Mr. Slocum received a 33% increase to his base salary effective January 1, 2024. Despite this increase, his salary remained below the market median for this role. Consistent with its practice of aligning salaries to market over a multi-year period, the Committee increased Mr. Slocum’s 2025 base salary from $800,000 to $925,000 to more closely align his compensation with internal positioning and the market median of the Comparator Peer Group.
Short-Term (Annual) Incentive
Short-Term (Annual) Incentive The Annual Performance Pay Plan is designed to provide executives and other key members of management the opportunity to earn an annual cash bonus based on the annual performance of the Company. The Annual Performance Pay Plan places a significant percentage of each NEO’s annual cash compensation at risk and aligns the interests of executives and shareholders. It is administered in accordance with the terms of the Stock and Incentive Plan.
Short-Term (Annual) Incentive
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2025 Financial Metrics
(1)Average Net Assets excludes cash and marketable investments, and current and non-current deferred income tax assets. (2)Average Net Liabilities excludes current and long-term debt, which includes finance lease liabilities, and non-current deferred income tax liability. Adjustments in the calculation of NOPAT and Asset Turns may, at times, be approved by the Compensation Committee and can include the treatment of unusual items that may have impacted our actual results. At the beginning of each plan year, the Compensation Committee approves an incentive award schedule that equates levels of performance with cash reward opportunities. The performance goals range from “Threshold” to “Target” to “Maximum”. Threshold reflects the minimum performance level that must be achieved for an award to be earned and Maximum reflects the maximum award that can be earned. Traditionally, the performance goals are based on our annual operating plan, as reviewed and approved by our Board, and are set at levels to meet or exceed shareholder expectations of our performance, as well as expectations of our performance relative to our competitors. Given the cyclical nature of our business, our performance goals vary from year to year, reflecting goals that are consistently rigorous but also reflective of the commodity price environment in which our industry operates. The Compensation Committee may also consider other business performance factors that are important to our investors, including health, safety, environment, and service quality, in determining the final payout amounts under the Annual Performance Pay Plan.
2025 Performance Results
| Category | Weight | Performance Measures | Threshold | Target | Maximum | Actual | | Financial | 60% | Net Operating Profit After Tax | $2.188B | $2.398B | $2.608B | $1.753B | | | 20% | Asset Turns | 1.527 | 1.558 | 1.589 | 1.627 | | Non-Financial Strategic | 15% | Sustainability | | | | Achieved | | | 5% | Our People | | | | Achieved |
Long-Term Incentives
Long-Term Incentives The Stock and Incentive Plan is designed to reward consistent achievement of value creation and operating performance goals, align management with shareholder interests, and encourage long-term planning and commitment. Long-term incentives represent the largest component of total executive compensation opportunity. Using a mix of incentive vehicles allows us to provide a diversified yet balanced long-term incentive program that effectively addresses volatility in our industry and in the stock market, in addition to incentivizing our management to meet performance goals. For the 2025 plan year, the Compensation Committee used the following combination of equity vehicles for long-term incentive grants:
Long-Term Incentives
| Vehicle | Weighting | Purpose | | Performance Units(1) | 70% of Award | Rewards achievement of specific financial goals measured over a three-year performance period | | Restricted Stock(2) | 30% of Award | Supports leadership retention/stability objectives; five-year vesting period |
Long-Term Incentives
(1)Performance units vest upon achievement of specific financial goals measured over a three-year performance period and are denominated 50% in cash and 50% in stock. Dividend equivalents are measured and vest based on the same performance conditions as the units denominated in stock. Accrued dividend equivalents that vest are paid out in cash. (2)Restricted stock grants are generally subject to a graded vesting schedule of 20% per year over five years. However, different vesting schedules may be utilized at the discretion of the Compensation Committee. Shares of restricted stock receive dividends.
Individual Incentive Opportunities
Individual Incentive Opportunities In determining the size of long-term incentive awards, the Compensation Committee first considers market data for comparable positions and then may adjust the awards upwards or downwards based on the Compensation Committee’s review of internal equity. This can result in positions of similar scope receiving awards of varying size. Awards are targeted to the market median. Mr. Miller’s 2025 long-term incentive award was aligned with the market median of our Comparator Peer Group. As part of its process, the Compensation Committee reviews and makes decisions about target long-term incentive award opportunities for the following year during its regular December meeting. Stock grants are then determined by dividing the grant value by the average of the closing price of our common stock on the NYSE on each business day during the month of December. The Compensation Committee reviews the final stock grant calculations again in January and determines final approval. For the 2025 plan year, the Compensation Committee approved restricted stock and performance share grants in January 2025. Individual incentive opportunities are established based on market references and the NEO’s role within the organization. In the Grants of Plan-Based Awards in Fiscal 2025 table, the Threshold, Target, and Maximum columns under the heading Estimated Future Payouts Under Non-Equity Incentive Plan Awards indicate the potential cash payout for each NEO under the 2025 PUP cycle, and the Threshold, Target, and Maximum columns under the heading Estimated Future Payouts Under Equity Incentive Plan Awards indicate the potential shares that can be earned by each NEO for the 2025 PUP cycle. The potential payouts are performance driven and completely at risk. Actual payouts and shares vesting, if any, will not be determined until the three-year cycle closes on December 31, 2027.
A Closer Look at the Performance Unit Program
A Closer Look at the Performance Unit Program The PUP provides NEOs and other selected executives with incentive opportunities based on our consolidated ROCE during a three-year performance period. This program reinforces our objectives for sustained long-term performance and value creation. It also reinforces strategic planning processes and balances short-and long-term decision making. The program measures ROCE on a relative basis to the results of a performance peer group over three years. The 2025 Performance Peer Group used for the PUP is comprised of oilfield equipment and services companies and oil and gas contractors. This peer group is used for the PUP because these companies represent the timing, cyclicality, and volatility of the oil and natural gas industry and provide an appropriate industry group for measuring our relative performance. The 2025 Performance Peer Group is listed on page 57 of this CD&A.
A Closer Look at the Performance Unit Program
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A Closer Look at the Performance Unit Program
The three-year performance period aligns this measurement with our and our Performance Peer Group’s business cycles. ROCE indicates the efficiency and profitability of our capital investments and is determined based on the ratio of earnings divided by average capital employed. The calculation is as follows:
A Closer Look at the Performance Unit Program
| ROCE | = | Net income + | After-tax interest expense | | | | | Shareholders’ equity (average of beginning and end of period) | + | Debt (average of beginning and end of period) |
A Closer Look at the Performance Unit Program
| Why ROCE? | | | | | | Highly correlated to stock price performance over the long-term, applying drivers that management can directly influence. | | Strong support from our shareholders. | | | Aligned with our strategy of delivering industry- leading returns across the business cycle. | | Eliminates the subjectivity inherent in setting long- term absolute targets in a cyclical industry. | | | Reinforces the Company’s objective for sustained long-term performance and value creation. | | Provides our management team with a clear line of sight to long-term financial results. |
A Closer Look at the Performance Unit Program
Consistent with our executive compensation objectives and strategy to deliver leading returns in our industry, over the past ten years we delivered superior ROCE performance relative to our two largest competitors, and our Performance Peer Group. We believe that this long-term focus on generating superior returns within our industry also correlates with our industry TSR outperformance over the same period of time.
Performance Matrix
Performance Matrix At the end of the three-year award cycle, the average ROCE of Halliburton and the Performance Peer Group will be calculated, and performance percentiles will be determined. Target performance for relative ROCE is set at the 55th percentile of the Performance Peer Group. Additionally, payout of the primary metric (relative ROCE) is capped at target when average Halliburton ROCE for the applicable three-year performance period is negative. If Halliburton’s relative performance ranking is between the 25th and 75th percentiles, the payout will be interpolated accordingly. If Halliburton’s relative performance ranking is below the 25th percentile, there will not be a payout. The PUP also uses a relative TSR modifier that compares three-year performance against the constituents of the OSX and can increase or decrease the incentive opportunity payout by 25%, which adds a long-term performance component to the PUP directly linked to stock price. For purposes of calculating TSR used in the modifier, a one-month averaging period is used beginning with the month preceding the performance period and ending with the last month of the performance period. The modifier imposes an award penalty for bottom quartile performance and an incentive for top quartile performance. If the TSR is in the upper quartile but negative, the TSR modifier will not apply.
Performance Matrix
| | | | Relative TSR Modifier | | | | | | Unadjusted Incentive Opportunity(2) | Lower Quartile Performance ≤25th percentile | 2nd/3rd Quartile Performance >25th percentile & <75th percentile | Upper Quartile Performance ≥75th percentile | | | | | | MULTIPLIER(3) | | | | | | 75% | 100% | 125% | | HAL ROCE Ranking(1) vs. Performance Peer Group | Below Threshold <25th percentile | 0% | 0% (0% x 75%) | 0% (0% x 100%) | 0% (0% x 125%) | | | Threshold 25th percentile | 25% | 18.75% (25% x 75%) | 25% (25% x 100%) | 31.25% (25% x 125%) | | | Target 55th percentile | 100% | 75% (100% x 75%) | 100% (100% x 100%) | 125% (100% x 125%) | | | Challenge ≥75th percentile | 200% | 150% (200% x 75%) | 200% (200% x 100%) | 250% (200% x 125%) |
2023 PUP Cycle Results
2023 PUP Cycle Results The incentive opportunity set for our NEOs for the 2023 PUP cycle was based on Halliburton’s ROCE performance relative to that of our Performance Peer Group for the three-year period ended December 31, 2025. For this cycle, we achieved ROCE of 14.36% which was above the 55th percentile and below the 75th percentile of our Performance Peer Group’s ROCE of 12.20% and 15.70%, respectively, yielding an unadjusted incentive payout of 161.71% of the target opportunity level. For the three-year period ended December 31, 2025, we achieved TSR of -18.92%, which was in the bottom quartile relative to the OSX and resulted in a 25% reduction in the payout, yielding a total payout of 121.28% of the target opportunity. For purposes of calculating TSR, Halliburton Company is excluded from the peer group, dividends are reinvested on the ex-dividend date, and a one-month averaging period is used beginning with the calendar month preceding the beginning of the performance period and ending with the last calendar month of the performance period. The 2023 PUP Cycle will be paid 50% in cash and 50% in stock. Dividend equivalents are measured and vest based on the same performance conditions as the units denominated in stock. Dividend equivalents are paid in cash. The NEOs received cash payments as set forth in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. The equity payment is reported in the 2025 Option Exercises and Stock Vested Table.
Policies and Practices Related to the Grant of Certain Equity Awards
Policies and Practices Related to the Grant of Certain Equity Awards Equity awards granted to executive officers and other employees consist of restricted stock, restricted stock units, and performance-based awards. These awards are generally approved by the Compensation Committee during its regularly scheduled meetings, with award values established based on market data and internal compensation considerations, and the number of shares determined using an average closing price methodology over a defined period. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, does not time the release of material nonpublic information based on equity award grant dates, and does not consider material nonpublic information when determining the timing, terms, or value of equity awards. Since 2020, the Compensation Committee has not used stock options or stock appreciation rights as a component of executive or other employee compensation, and accordingly, the Company does not maintain a formal policy governing the timing of stock options or stock appreciation right grants.
Hedging and Pledging Policy
Hedging and Pledging Policy We have a policy under which our Directors and executive officers, which includes all NEOs, and certain senior officers are prohibited from: •hedging activities related to Halliburton securities; and •the pledging of Halliburton securities. The policy defines hedging activities as the use of any financial instrument designed to hedge or offset a change in the market value of any Halliburton security and defines pledging as the use of a Halliburton security or any related derivative security as collateral for any form of indebtedness. Additionally, the policy: •discourages all employees and Directors from speculative activities in Halliburton securities and related derivative securities, such as puts or call options; •applies to all Halliburton securities, including restricted stock, restricted stock units, options, and debt securities, which are issued by any Halliburton entity, and any other security directly or indirectly exercisable for or convertible or exchangeable into any Halliburton security; and •applies regardless of whether or not the securities were acquired from our equity compensation plans.
Elements of Post-Termination Compensation and Benefits
Elements of Post-Termination Compensation and Benefits Termination events that trigger payments and benefits include normal or early retirement, cause, death, disability, and voluntary termination. Post-termination or change-in-control payments with qualifying termination may include severance, accelerated vesting of restricted stock and stock options, payments under cash-based short- and long-term incentive plans, share vesting under the long-term incentive plan, payout of nonqualified account balances, and health benefits, among others. The impact of various events on each element of compensation for the NEOs is detailed in the Post-Termination or Change-In-Control Payment table.
Summary Compensation Table
Summary Compensation Table The following tables set forth information regarding our CEO, CFO, and our three other most-highly compensated executive officers for the fiscal year ended December 31, 2025.
Summary Compensation Table
| Name and Current Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change In Pension Value and NQDC Earnings ($) | All Other Compensation ($) | Total ($) | | Jeffrey A. Miller Chairman of the Board, President and Chief Executive Officer | 2025 | 1,700,000 | – | 7,992,782 | – | 5,944,836 | 6,562 | 881,227 | 16,525,407 | | | 2024 | 1,650,000 | – | 7,603,396 | – | 8,020,988 | 5,921 | 1,046,038 | 18,326,343 | | | 2023 | 1,600,000 | – | 7,017,625 | – | 10,634,648 | – | 659,119 | 19,911,392 | | Eric J. Carre Executive Vice President and Chief Financial Officer | 2025 | 950,000 | – | 2,280,275 | – | 1,814,983 | 2,951 | 424,783 | 5,472,992 | | | 2024 | 910,000 | – | 1,985,648 | – | 2,373,907 | 2,673 | 432,951 | 5,705,179 | | | 2023 | 875,000 | – | 1,960,093 | – | 3,077,718 | – | 412,825 | 6,325,636 | | Van H. Beckwith Executive Vice President, Secretary and Chief Legal Officer | 2025 | 870,000 | – | 2,128,724 | – | 1,762,983 | 860 | 413,575 | 5,176,142 | | | 2024 | 835,000 | – | 1,985,648 | – | 2,336,061 | 655 | 409,364 | 5,566,728 | | | 2023 | 800,000 | – | 1,960,093 | – | 3,034,884 | – | 352,988 | 6,147,965 | | Mark J. Richard Special Advisor to CEO | 2025 | 1,000,000 | – | 2,403,776 | – | 2,276,694 | 77,575 | 1,039,189 | 6,797,234 | | | 2024 | 950,000 | – | 2,474,369 | – | 2,917,640 | 61,359 | 1,125,436 | 7,528,804 | | | 2023 | 900,000 | – | 2,556,249 | – | 3,866,122 | 95,351 | 735,714 | 8,153,436 | | J. Shannon Slocum Director, Executive Vice President and Chief Operating Officer | 2025 | 925,000 | – | 2,403,776 | – | 988,838 | 98,398 | 2,115,926 | 6,531,938 | | | 2024 | 800,000 | – | 2,474,369 | – | 833,278 | 88,698 | 1,929,567 | 6,125,912 |
Summary Compensation Table
Salary. The amounts in the Salary column reflect the salary earned by each NEO. Stock Awards. The amounts in the Stock Awards column reflect the aggregate grant date fair value of the restricted stock and performance shares awarded in 2025. Each amount reflects an accounting expense and does not correspond to actual value that may be realized by a NEO in the future. Except where there is a distinction to make between the two types of awards, this proxy statement refers to both restricted stock and restricted stock units as “restricted stock.” We calculate the fair value of restricted stock awards by multiplying the number of restricted shares or restricted stock units granted by the closing stock price on the grant date. For the performance shares, a Monte Carlo simulation that uses a probabilistic approach was performed by an actuary to determine grant date fair value. The NEOs may never realize any value from these performance shares and, to the extent that they do, the amounts realized may be different than the amounts reported above. Non-Equity Incentive Plan Compensation. The Non-Equity Incentive Plan Compensation column reflects amounts earned in 2025 for the 2025 Halliburton Annual Performance Pay Plan and the award amount payable in cash for the 2023 PUP cycle. The 2025 Halliburton Annual Performance Pay Plan amounts paid to each NEO are: $1,657,500 for Mr. Miller; $617,500 for Mr. Carre; $565,500 for Mr. Beckwith; $715,000 for Mr. Richard; and $661,375 for Mr. Slocum. The 2023 PUP cycle amounts paid to each NEO are: $4,287,336 for Mr. Miller; $1,197,483 for Mr. Carre; $1,197,483 for Mr. Beckwith; $1,561,694 for Mr. Richard; and $327,463 for Mr. Slocum. The amounts paid to the NEOs for the 2023 PUP cycle differ from what is shown in the Grants of Plan-Based Awards in Fiscal Year 2025 table under Estimated Future Payments Under Non-Equity Incentive Plan Awards. That table indicates the potential award amounts payable in cash under the 2025 PUP cycle, which will close on December 31, 2027. Change in Pension Value and NQDC Earnings. The amounts in the Change in Pension Value and NQDC Earnings column are attributable to the above-market earnings for various nonqualified plans. The methodology for determining what constitutes above-market earnings is the difference between the interest rate as stated in the applicable nonqualified plan
Summary Compensation Table
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Summary Compensation Table
document and the Internal Revenue Service Annual Long-Term 120% AFR rate as of December 31, 2025. The 120% Annual AFR rate used for determining above-market earnings in 2025 was 5.47%. Supplemental Executive Retirement Plan Above-Market Earnings. The current interest rate for active participant accounts in the Supplemental Executive Retirement Plan is 5% as defined by the plan document. Because the 120% Annual AFR rate of 5.47% is above the interest rate earned by participants, there were no above-market earnings for the Supplemental Executive Retirement Plan for 2025. Benefit Restoration Plan Above-Market Earnings. In accordance with the plan document, participants earn monthly interest at the Internal Revenue Service Monthly Long-Term 120% AFR rate, provided the interest rate shall be no less than 6% per annum and no more than 10% per annum. Because the 120% Annual AFR rate was below the 6% minimum interest threshold, the above-market earnings associated with this plan were 0.53% (6% minus 5.47%) for 2025. NEOs earned above-market earnings for their balances associated with the plan as follows: $6,562 for Mr. Miller; $2,951 for Mr. Carre; $860 for Mr. Beckwith; $2,282 for Mr. Richard; and $654 for Mr. Slocum. Elective Deferral Plan Above-Market Earnings. The average NEO earnings for the balances associated with the Elective Deferral Plan were 15.50% for 2025. The above-market earnings associated with this plan equaled 10.03% (15.50% minus 5.47%) for 2025. NEOs earned above-market earnings for their balances associated with the plan as follows: $75,293 for Mr. Richard; and $97,744 for Mr. Slocum. The amounts shown in this column differ from the amounts shown for the Supplemental Executive Retirement Plan, the Benefit Restoration Plan, and the Elective Deferral Plan in the 2025 Nonqualified Deferred Compensation table under the Aggregate Earnings in Last Fiscal Year column because that table includes all earnings and losses, and the Summary Compensation Table shows above-market earnings only. All Other Compensation. Detailed information for amounts included in the All Other Compensation column can be found in the Supplemental Table: All Other Compensation.
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025 The following table represents amounts associated with the 2025 Performance Unit Program cycle, the 2025 Annual Performance Pay Plan, and restricted stock awards granted in 2025 to our NEOs.
Grants of Plan-Based Awards in Fiscal 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Options Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jeffrey A. Miller | | 1,070,388 | 4,281,550 | 8,563,100(1) | | | | | | | | | 816,000 | 2,550,000 | 5,100,000(2) | | | | | | | | 1/2/2025 | | | | 38,011 | 152,044 | 304,088(3) | | 4,216,180 | | | 1/2/2025 | | | | | | | 130,323 | 3,613,857 | | Eric J. Carre | | 305,375 | 1,221,500 | 2,443,000(1) | | | | | | | | | 304,000 | 950,000 | 1,900,000(2) | | | | | | | | 1/2/2025 | | | | 10,844 | 43,377 | 86,754(3) | | 1,202,844 | | | 1/2/2025 | | | | | | | 37,180 | 1,031,001 | | Van H. Beckwith | | 285,075 | 1,140,300 | 2,280,600(1) | | | | | | | | | 278,400 | 870,000 | 1,740,000(2) | | | | | | | | 1/2/2025 | | | | 10,124 | 40,494 | 80,988(3) | | 1,122,899 | | | 1/2/2025 | | | | | | | 34,709 | 962,481 | | Mark J. Richard | | 321,913 | 1,287,650 | 2,575,300(1) | | | | | | | | | 352,000 | 1,100,000 | 2,200,000(2) | | | | | | | | 1/2/2025 | | | | 11,432 | 45,726 | 91,452(3) | | 1,267,982 | | | 1/2/2025 | | | | | | | 39,194 | 1,086,850 | | J. Shannon Slocum | | 321,913 | 1,287,650 | 2,575,300(1) | | | | | | | | | 325,600 | 1,017,500 | 2,035,000(2) | | | | | | | | 1/2/2025 | | | | 11,432 | 45,726 | 91,452(3) | | 1,267,982 | | | 1/2/2025 | | | | | | | 39,194 | 1,086,850 |
Grants of Plan-Based Awards in Fiscal 2025
(1)Cash opportunity levels for the 2025 PUP cycle that are subject to a relative TSR modifier that can increase or decrease the incentive opportunity payout by 25%. (2)Cash opportunity levels under the 2025 Halliburton Annual Performance Pay Plan. (3)Share opportunity levels for the 2025 PUP cycle that are subject to a relative TSR modifier that can increase or decrease the incentive opportunity payout by 25%. (4)With respect to restricted stock awards, this column reflects the grant date fair value of the award. With respect to equity-based incentive awards under the PUP, this column reflects the grant date fair value at target. As indicated by footnotes (1) and (3), the cash opportunities for each NEO for the 2025 PUP cycle if the Threshold, Target, or Maximum levels are achieved are reflected under Estimated Future Payouts Under Non-Equity Incentive Plan Awards, and the share opportunities are reflected under Estimated Future Payouts Under Equity Incentive Plan Awards. The potential payouts are performance driven and completely at risk. For more information on the 2025 PUP cycle, refer to Long-term Incentives in Compensation Discussion and Analysis. As indicated by footnote (2), the opportunities for each NEO under the 2025 Halliburton Annual Performance Pay Plan are also reflected under Estimated Future Payouts Under Non-Equity Incentive Plan Awards. The potential payouts are performance driven and completely at risk. For more information on the 2025 Halliburton Annual Performance Pay Program, refer to Short-term (Annual) Incentive in Compensation Discussion and Analysis. All restricted stock awards are granted under the Stock and Incentive Plan. The awards listed under All Other Stock Awards: Number of Shares of Stock or Units were awarded to each NEO by the Compensation Committee on the date indicated. The restricted stock grants awarded to the NEOs during 2025 are subject to a graded vesting schedule of 20% per year over five years. All restricted shares are priced at fair market value on the date of grant. Quarterly dividends are paid on the restricted shares at the same time and rate payable on our common stock, which was $0.17 per share during each quarter of 2025. The shares may not be sold or transferred until fully vested. The shares remain subject to forfeiture during the restricted period in the event of the NEO’s termination of employment or an unapproved early retirement.
Grants of Plan-Based Awards in Fiscal 2025
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Grants of Plan-Based Awards in Fiscal 2025
The performance share grants awarded to the NEOs during 2025 are subject to a three-year performance period. All performance shares are priced at fair market value on the date of grant. Quarterly dividends will not be paid during the performance period but shall be accrued and paid in cash at the time, and to the extent, the grants vest and the underlying shares of Company common stock are delivered.
Outstanding Equity Awards at Fiscal Year End 2025
Outstanding Equity Awards at Fiscal Year End 2025 The following table represents outstanding stock option, restricted stock, and performance share awards for our NEOs as of December 31, 2025. The market value of shares or units of stock not vested was determined by multiplying the number of unvested restricted shares at year end by the closing price of our common stock on the NYSE of $28.26 on December 31, 2025.
Outstanding Equity Awards at Fiscal Year End 2025
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock Not Vested (#) | Market Value of Shares or Units of Stock Not Vested ($) | Equity Incentive Plan Awards: # Unearned Shares Units or Other Rights Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or Other Rights Not Vested ($) | | Jeffrey A. Miller | 12/7/2016 | 69,500 | – | 53.54 | 12/7/2026 | | | | | | | 12/6/2017 | 128,500 | – | 43.38 | 12/6/2027 | | | | | | | 12/5/2018 | 171,200 | – | 31.44 | 12/5/2028 | | | | | | | 1/3/2022 | | | | | 53,235 | 1,504,421 | | | | | 1/3/2023 | | | | | 49,108 | 1,387,792 | | | | | 1/2/2024 | | | | | 75,366 | 2,129,843 | | | | | 1/2/2024 | | | | | | | 109,910 | 3,106,057 | | | 1/2/2025 | | | | | 130,323 | 3,682,928 | | | | | 1/2/2025 | | | | | | | 152,044 | 4,296,763 | | TOTAL | | 369,200 | – | | | 308,032 | 8,704,984 | 261,954 | 7,402,820 | | Eric J. Carre | 1/4/2016 | 9,534 | – | 34.48 | 1/4/2026 | | | | | | | 12/7/2016 | 30,100 | – | 53.54 | 12/7/2026 | | | | | | | 12/6/2017 | 34,425 | – | 43.38 | 12/6/2027 | | | | | | | 12/5/2018 | 50,100 | – | 31.44 | 12/5/2028 | | | | | | | 1/3/2022 | | | | | 15,051 | 425,341 | | | | | 1/3/2023 | | | | | 13,716 | 387,614 | | | | | 1/2/2024 | | | | | 19,682 | 556,213 | | | | | 1/2/2024 | | | | | | | 28,703 | 811,147 | | | 1/2/2025 | | | | | 37,180 | 1,050,707 | | | | | 1/2/2025 | | | | | | | 43,377 | 1,225,834 | | TOTAL | | 124,159 | – | | | 85,629 | 2,419,875 | 72,080 | 2,036,981 | | Van H. Beckwith | 1/15/2020 | 54,348 | – | 23.57 | 1/15/2030 | | | | | | | 1/3/2022 | | | | | 15,051 | 425,341 | | | | | 1/3/2023 | | | | | 13,716 | 387,614 | | | | | 1/2/2024 | | | | | 19,682 | 556,213 | | | | | 1/2/2024 | | | | | | | 28,703 | 811,147 | | | 1/2/2025 | | | | | 34,709 | 980,876 | | | | | 1/2/2025 | | | | | | | 40,494 | 1,144,360 | | TOTAL | | 54,348 | – | | | 83,158 | 2,350,044 | 69,197 | 1,955,507 |
Outstanding Equity Awards at Fiscal Year End 2025
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Outstanding Equity Awards at Fiscal Year End 2025
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock Not Vested (#) | Market Value of Shares or Units of Stock Not Vested ($) | Equity Incentive Plan Awards: # Unearned Shares Units or Other Rights Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or Other Rights Not Vested ($) | | Mark J. Richard | 1/4/2016 | 28,604 | – | 34.48 | 1/4/2026 | | | | | | | 1/3/2017 | 17,119 | – | 55.68 | 1/3/2027 | | | | | | | 1/2/2018 | 24,019 | – | 49.61 | 1/2/2028 | | | | | | | 12/20/2018 | 43,924 | – | 27.14 | 12/20/2028 | | | | | | | 1/3/2022 | | | | | 18,790 | 531,005 | | | | | 1/3/2023 | | | | | 17,888 | 505,515 | | | | | 1/2/2024 | | | | | 24,526 | 693,105 | | | | | 1/2/2024 | | | | | | | 35,768 | 1,010,804 | | | 1/2/2025 | | | | | 39,194 | 1,107,622 | | | | | 1/2/2025 | | | | | | | 45,726 | 1,292,217 | | TOTAL | | 113,666 | – | | | 100,398 | 2,837,247 | 81,494 | 2,303,021 | | J. Shannon Slocum | 1/4/2016 | 3,882 | – | 34.48 | 1/4/2026 | | | | | | | 1/3/2017 | 3,722 | – | 55.68 | 1/3/2027 | | | | | | | 1/2/2018 | 12,090 | – | 49.61 | 1/2/2028 | | | | | | | 1/4/2021 | | | | | 9,231 | 260,868 | | | | | 1/3/2022 | | | | | 8,814 | 249,084 | | | | | 1/3/2023 | | | | | 12,593 | 355,878 | | | | | 1/2/2024 | | | | | 24,526 | 693,105 | | | | | 1/2/2024 | | | | | | | 35,768 | 1,010,804 | | | 1/2/2025 | | | | | 39,194 | 1,107,622 | | | | | 1/2/2025 | | | | | | | 45,726 | 1,292,217 | | TOTAL | | 19,694 | – | | | 94,358 | 2,666,557 | 81,494 | 2,303,021 |
Outstanding Equity Awards at Fiscal Year End 2025
Stock options. The awards vest annually in equal amounts over each grant’s three-year vesting schedule. Restricted stock. The awards vest in equal amounts over each grant’s five-year vesting schedule. Performance shares. The awards are subject to a three-year performance period.
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table represents stock options exercised and restricted stock and performance shares that vested during fiscal year 2025 for our NEOs.
2025 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Jeffrey A. Miller | – | – | 230,921 | 6,418,980 | | Eric J. Carre | – | – | 63,826 | 1,774,577 | | Van H. Beckwith | – | – | 69,905 | 1,950,041 | | Mark J. Richard | – | – | 82,436 | 2,292,158 | | J. Shannon Slocum | – | – | 60,637 | 1,493,831 |
2025 Option Exercises and Stock Vested
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2025 Option Exercises and Stock Vested
The value realized for vested restricted stock awards was determined by multiplying the fair market value of the shares (closing price of our common stock on the NYSE on the vesting date) by the number of shares that vested. Restricted shares vested on various dates throughout the year. The value listed represents the aggregate value of all shares that vested for each NEO in 2025. The value realized for vested performance shares awards was determined by multiplying the fair market value of the shares (closing price of our common stock on the NYSE on December 31, 2025) by the number of shares that vested.
2025 Nonqualified Deferred Compensation
2025 Nonqualified Deferred Compensation The 2025 Nonqualified Deferred Compensation table reflects balances in our nonqualified plans as of January 1, 2025, contributions made by the NEOs and us during 2025, earnings (the net of the gains and losses on funds, as applicable), distributions, and the ending balance as of December 31, 2025. The plans are described in Compensation Discussion and Analysis.
2025 Nonqualified Deferred Compensation
| Name | Plan | 01/01/25 Balance ($) | Executive Contributions In Last Fiscal Year ($) | Registrant Contributions In Last Fiscal Year ($) (1) | Aggregate Earnings In Last Fiscal Year ($) (2) | Aggregate Distributions ($) | Aggregate Balance At Last Fiscal Year End ($) (3) | | Jeffrey A. Miller | SERP | 11,517,642 | – | 218,000 | 589,149 | – | 12,324,791 | | | Benefit Restoration | 1,236,623 | – | 108,000 | 74,205 | – | 1,418,828 | | | TOTAL | 12,754,265 | – | 326,000 | 663,354 | – | 13,743,619 | | Eric J. Carre | SERP | 4,916,516 | – | 280,000 | 251,468 | – | 5,447,984 | | | Benefit Restoration | 556,251 | – | 48,000 | 33,378 | – | 637,629 | | | TOTAL | 5,472,767 | – | 328,000 | 284,846 | – | 6,085,613 | | Van H. Beckwith | SERP | 1,353,955 | – | 226,000 | 69,230 | – | 1,649,185 | | | Benefit Restoration | 161,383 | – | 41,600 | 9,688 | – | 212,671 | | | TOTAL | 1,515,338 | – | 267,600 | 78,918 | – | 1,861,856 | | Mark J. Richard | SERP | 6,361,524 | – | 828,000 | 325,302 | – | 7,514,826 | | | Benefit Restoration | 429,586 | – | 52,000 | 25,780 | – | 507,366 | | | Elective Deferral | 886,992 | – | — | 123,811 | – | 1,010,803 | | | TOTAL | 7,678,102 | – | 880,000 | 474,893 | – | 9,032,995 | | J. Shannon Slocum | SERP | 801,713 | – | 540,000 | 40,944 | – | 1,382,657 | | | Benefit Restoration | 122,409 | – | 46,000 | 7,350 | – | 175,759 | | | Elective Deferral | 848,525 | – | – | 144,158 | 4,487 | 988,196 | | | TOTAL | 1,772,647 | – | 586,000 | 192,452 | 4,487 | 2,546,612 |
2025 Nonqualified Deferred Compensation
(1)Includes amounts contributed by the Company to the nonqualified deferred compensation plans. Company contributions in the last year have been included in the All Other Compensation column of the Summary Compensation Table and in the Supplemental Table: All Other Compensation in the Benefit Restoration Plan and SERP columns. (2)Aggregate earnings under the plans are included in the Summary Compensation Table to the extent they are above-market. As included in the Change in Pension Value and NQDC Earnings column of the Summary Compensation Table, NEOs earned above- market earnings for their balances associated with the Benefit Restoration Plan and the Elective Deferral Plan as follows: $6,562 for Mr. Miller; $2,951 for Mr. Carre; $860 for Mr. Beckwith; $77,575 for Mr. Richard; and $98,398 for Mr. Slocum. (3)Includes amounts reported as compensation for the NEOs in the Summary Compensation Table for prior years. The following aggregate amounts of Company contributions were included in the All Other Compensation column of the Summary Compensation Table and in the Supplemental Table: All Other Compensation for fiscal 2024 and 2023, respectively: Mr. Miller -$454,350, $170,900; Mr. Carre -$339,550, $236,150; Beckwith -$267,300, $216,900; Mr. Richard -$958,350, $570,900; and Slocum -$509,850 with respect to fiscal 2024. For prior years, all amounts contributed by an NEO and by the Company have been reported in the All Other Compensation column of the Summary Compensation Table and in the Supplemental Table: All Other Compensation in our previously filed proxy statements in the year earned, to the extent the NEO was named in such proxy statements and the amounts were required to be reported in such tables.
2025 Nonqualified Deferred Compensation
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Post-Termination or Change-in-Control Payments
Post-Termination or Change-in-Control Payments The following tables and narratives represent the impact of certain termination events or a change-in-control on each element of compensation for NEOs as of December 31, 2025.
Post-Termination or Change-in-Control Payments
| | | Termination Event | | | | | Name | Payments | - Early Retirement w/ Approval - Normal Retirement ($) | - Resignation - Early Retirement w/o Approval - Term for Cause ($) | - Term w/o Cause ($) | - Change-in- Control w/ Qualifying Termination ($) | | Jeffrey A. Miller | Severance | – | – | 3,400,000 | 3,400,000 | | | Annual Perf. Pay Plan | – | – | – | – | | | Restricted Stock | 8,704,984 | – | 8,704,984 | 8,704,984 | | | Stock Options | – | – | – | – | | | Performance Cash | 8,130,034 | – | – | 8,238,300 | | | Performance Shares | 7,005,937 | – | – | 7,402,812 | | | TOTAL | 23,840,955 | — | 12,104,984 | 27,746,096 | | Eric J. Carre | Severance | – | – | 1,900,000 | 1,900,000 | | | Annual Perf. Pay Plan | – | – | – | – | | | Restricted Stock | 2,419,876 | – | 2,419,876 | 2,419,876 | | | Stock Options | – | – | – | – | | | Performance Cash | 2,192,089 | – | – | 2,254,817 | | | Performance Shares | 1,898,761 | – | – | 2,036,988 | | | TOTAL | 6,510,726 | — | 4,319,876 | 8,611,681 | | Van H. Beckwith | Severance | – | – | 1,740,000 | 1,740,000 | | | Annual Perf. Pay Plan | – | – | – | – | | | Restricted Stock | 2,350,045 | – | 2,350,045 | 2,350,045 | | | Stock Options | – | – | – | – | | | Performance Cash | 2,137,956 | – | – | 2,173,617 | | | Performance Shares | 1,844,445 | – | – | 1,955,514 | | | TOTAL | 6,332,446 | — | 4,090,045 | 8,219,176 | | Mark J. Richard | Severance | – | – | 2,000,000 | 2,000,000 | | | Annual Perf. Pay Plan | – | – | – | – | | | Restricted Stock | 2,837,247 | – | 2,837,247 | 2,837,247 | | | Stock Options | – | – | – | – | | | Performance Cash | 2,575,300 | – | – | 2,575,300 | | | Performance Shares | 2,209,226 | – | – | 2,303,022 | | | TOTAL | 7,621,773 | — | 4,837,247 | 9,715,569 | | J. Shannon Slocum | Severance | – | – | 1,850,000 | 1,850,000 | | | Annual Perf. Pay Plan | – | – | – | – | | | Restricted Stock | 2,666,557 | – | 2,666,557 | 2,666,557 | | | Stock Options | – | – | – | – | | | Performance Cash | 2,575,300 | – | – | 2,575,300 | | | Performance Shares | 2,209,226 | – | – | 2,303,022 | | | TOTAL | 7,451,083 | — | 4,516,557 | 9,394,879 |
Post-Termination or Change-in-Control Payments
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Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (PEO) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year | Summary Compensation Table Total for Jeffrey A. Miller(1) ($) | Compensation Actually Paid to Jeffrey A. Miller(1,2,3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1,2,3) ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | ROCE(5) | | 2025 | 16,525,407 | 18,843,234 | 5,994,577 | 6,701,011 | 163.76 | 181.72 | 1,292 | 8.9% | | 2024 | 18,326,343 | 12,133,301 | 6,231,656 | 4,480,799 | 152.98 | 175.53 | 2,516 | 16.1% | | 2023 | 19,911,392 | 20,834,868 | 7,358,140 | 7,347,798 | 199.13 | 198.71 | 2,662 | 18.1% | | 2022 | 23,402,317 | 64,585,671 | 8,040,278 | 19,847,918 | 212.88 | 194.98 | 1,595 | 12.3% | | 2021 | 23,591,982 | 33,778,483 | 9,206,791 | 12,042,514 | 121.99 | 120.74 | 1,468 | 13.4% |
Pay Versus Performance
(1) Jeffrey A. Miller was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
Pay Versus Performance
| 2021 | 2022 | 2023 | 2024 | 2025 | | Eric J. Carre | Eric J. Carre | Eric J. Carre | Eric J. Carre | Eric J. Carre | | Lance Loeffler | Lance Loeffler | Lawrence J. Pope | Van H. Beckwith | Van H. Beckwith | | Joe D. Rainey | Lawrence J. Pope | Joe D. Rainey | Mark J. Richard | Mark J. Richard | | Mark J. Richard | Joe D. Rainey | Mark J. Richard | J. Shannon Slocum | J. Shannon Slocum | | | Mark J. Richard | Van H. Beckwith | | |
Pay Versus Performance
(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated using valuation methodology that is consistent with the equity awards that we accounted for under FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.
Pay Versus Performance
| Year | Summary Compensation Table Total for Jeffrey A. Miller ($) | Exclusion of Stock Awards for Jeffrey A. Miller ($) | Inclusion of Equity Values for Jeffrey A. Miller ($) | Compensation Actually Paid to Jeffrey A. Miller ($) | | 2025 | 16,525,407 | (7,992,782) | 10,310,609 | 18,843,234 |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 5,994,577 | (2,304,138) | 3,010,572 | 6,701,011 |
Pay Versus Performance
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Pay Versus Performance
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Jeffrey A. Miller ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Jeffrey A. Miller ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Jeffrey A. Miller ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Jeffrey A. Miller ($) | Total - Inclusion of Equity Values for Jeffrey A. Miller ($) | | 2025 | 8,296,108 | 3,528,861 | — | (1,514,360) | 10,310,609 |
Pay Versus Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,391,579 | 1,036,260 | — | (417,267) | 3,010,572 |
Pay Versus Performance
(4)The Peer Group TSR set forth in this table utilizes the Philadelphia Oil Service Index (OSX), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the OSX, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined Return on Capital Employed (ROCE) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025, as we did in 2022-2024. More information on ROCE can be found in the Long-Term Incentives section of Compensation Discussion and Analysis. This performance measure may not have been the most important financial performance measure for years 2021 and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
Pay Versus Performance
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Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
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Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and ROCE
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and ROCE The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our ROCE during the five most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and ROCE
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CEO Pay Ratio
CEO Pay Ratio For 2025, the annual total compensation of our CEO was 186 times the median of the annual total compensation of all employees, based on annual total compensation of $16,539,020 for the CEO and $88,698 for the median employee. This disclosure is based on an October 1, 2023, employee population of 47,429, of which 15,222 were U.S. employees and 32,207 were non-U.S. employees, and remains representative of current employee population. We excluded from this employee population 2,289 non-U.S. employees from 43 countries as the total number of employees from these non-U.S. jurisdictions was less than 5% of our total employee population. After applying the exclusion, the total employee population was 45,140.
CEO Pay Ratio
| Non-U.S. Employee Country Exclusions | | | | | | | | | Country | Headcount | Country | Headcount | Country | Headcount | Country | Headcount | | Albania | 6 | Ecuador | 488 | Kazakhstan | 186 | South Africa | 1 | | Austria | 8 | Equatorial Guinea | 6 | Kenya | 2 | South Korea | 2 | | Bangladesh | 30 | Georgia | 1 | Netherlands | 82 | Spain | 23 | | Belgium | 1 | Germany | 47 | New Zealand | 77 | Suriname | 29 | | Bolivia | 123 | Ghana | 103 | Panama | 71 | Switzerland | 1 | | Bulgaria | 1 | Guyana | 132 | Papua New Guinea | 57 | Tanzania | 1 | | Cameroon | 73 | Hungary | 3 | Peru | 1 | Trinidad and Tobago | 89 | | Chile | 33 | Israel | 4 | Philippines | 7 | Uganda | 1 | | Congo | 91 | Italy | 150 | Poland | 32 | Ukraine | 9 | | Cyprus | 1 | Ivory Coast | 13 | Romania | 134 | Vietnam | 57 | | Denmark | 30 | Japan | 16 | Senegal | 67 | | |
CEO Pay Ratio
The median employee was identified using base pay, overtime pay, bonuses, allowances, and premiums. We used the total gross wages of all employees as of our determination date of October 1, 2023, as a reasonable estimate of the median total gross wages for the employee population and identified all employees within 1% of the median total gross wages. From this group we selected an employee as a reasonable representative of our median employee. Annual total compensation for both the CEO and the median employee was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K. We did not identify a new median employee this year because there has been no change in our employee population or employee compensation arrangements that we reasonably believe would significantly impact our pay ratio disclosure. The annual total compensation for our CEO includes both the amount reported in the “Total” column of our Summary Compensation Table, $16,525,407, and the estimated value of our CEO’s health and welfare benefits, $13,613. Due to the flexibility afforded in calculating the CEO pay ratio, the ratio may not be comparable to CEO pay ratios presented by other companies.
CEO Pay Ratio
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