DEF 14A of Core Laboratories Inc. /DE/, Mar 31, 2026

DEF 14A of Core Laboratories Inc. /DE/

Filed Mar 31, 2026 · FY20250001193125-26-134986

Open on EDGAR

  1. TABLE OF CONTENTS

    | Potential Payments Upon Termination or Change in Control | 43 | | Employment Agreements | 44 | | COMPENSATION COMMITTEE REPORT | 52 | | AUDIT COMMITTEE REPORT | 53 | | INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 55 | | Audit Fee Summary | 55 | | AGENDA ITEMS | 56 | | Item 1. Election of Class I Directors | 56 | | Item 2. Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm for 2026 | 56 | | Item 3. To Approve, On an Advisory Basis, the Compensation of our Named Executive Officers as Described in the CD&A Section of this Proxy Statement | 57 | | Item 4. Other Matters to Be Voted on | 57 | | OTHER PROXY MATTERS | 59 | | Information About Our 2027 Annual Meeting: Shareholder Proposals and Shareholder Access | 59 | | Shareholders Sharing the Same Address | 59 | | Incorporation by Reference | 60 | | Other Information | 60 | | PROXY CARD | 61 |

  2. INFORMATION ABOUT OUR DIRECTORS AND DIRECTOR COMPENSATION

    INFORMATION ABOUT OUR DIRECTORS AND DIRECTOR COMPENSATION

  3. INFORMATION ABOUT OUR DIRECTORS AND DIRECTOR COMPENSATION

    | Board of Directors |

  4. INFORMATION ABOUT OUR DIRECTORS AND DIRECTOR COMPENSATION

    Set forth below is the biographical information for our Directors who will serve following the 2026 Annual Meeting and their respective committee assignments, including individuals who have been nominated for election as Class I Directors. You may vote for all, any one or more, or none of the nominees.

  5. Nominees for Class I Directors (Term to Expire 2029)

    Nominees for Class I Directors (Term to Expire 2029)

  6. Harvey Klingensmith

    Harvey Klingensmith • Director since 2020 • Chairman of the Compensation Committee and member of the Nominating Committee •

  7. Harvey Klingensmith

    | Mr. Klingensmith, a native of Denver, Colorado, retired from executive office at the end of January 2019 after numerous executive leadership positions in the oil and gas industry. Mr. Klingensmith co-founded and served as Chief Executive Officer and Board member of Ajax Resources LLC (“Ajax”), an exploration and production company focused on oil and gas development in the Permian Basin. He served as Chief Executive Officer from its founding in July 2015 until October 2017 and served on the Board until its sale in 2018. As Co-Founder and Chief Executive Officer of Ajax, Mr. Klingensmith was instrumental in successfully putting together the $425 million financing package necessary to start Ajax; recruited key personnel needed to build and run the business; and executed key business initiatives that resulted in production growth from 2,000 to 18,500 barrels of oil equivalent per day and Ajax’s sale to Diamondback Energy for $1.24 billion. Mr. Klingensmith was also President of Wyatt Energy LLC, a privately held, independent oil and gas exploration and production company based in Houston, Texas, focused on the identification of and investment in unique opportunities in the oil and gas space, from April 2014 through January 2018. He led this effort simultaneously with his roles at Ajax. | Mr. Klingensmith also co-founded and served as Chief Executive Officer of Spoke Resources Ltd. (“Spoke”), including its predecessor entity Stone Mountain Resources Ltd (“Stone”), from April 2006 through August 2018. Spoke was a large natural gas production company headquartered in Calgary, Alberta, and had its primary producing asset in NE British Columbia before its sale to Surmont Oil and Gas in 2018. During his tenure at Spoke and Stone, Mr. Klingensmith led efforts to raise capital, headed operations and production growth as well as gained experience with financially distressed companies during Stone’s entry into receivership and exit as Spoke before its sale to Surmont Oil and Gas in 2018. Prior to entering the private space Mr. Klingensmith had served as President of El Paso Canada (2002-2004), Senior Vice President Worldwide Exploration for Coastal Oil and Gas (1994-2001), and Vice President of Worldwide Exploration of Maxus Energy (1986-1993). Mr. Klingensmith received dual Bachelor of Science degrees in Geological Engineering and Geophysical Engineering from the Colorado School of Mines in 1975. He is an active member of the Society of Petroleum Engineers, the American Association of Petroleum Geologists and the Society of Exploration Geophysicists. Mr. Klingensmith’s over 44 years of diverse experience in the upstream oil and gas business along with his proven leadership and executive oversight experience make him a valuable addition to our board. |

  8. Curtis Anastasio

    Curtis Anastasio Director since 2023 • Member of the Audit Committee •

  9. Curtis Anastasio

    | Mr. Anastasio retired from executive office in 2013, having spent over 35 years in various leadership positions in the upstream, midstream and downstream sectors of the oil and gas industry. At various stages over the course of his career, Mr. Anastasio has been responsible for supply, trading, transportation, marketing, business development and legal & regulatory affairs. He began his career in the industry in 1988 with Ultramar plc (“Ultramar”), an integrated oil and gas company with assets principally in the United States, Canada, Latin America, the United Kingdom and Asia Pacific. In a series of acquisitions, Ultramar’s midstream assets were ultimately acquired by NuStar Energy L.P. (“NuStar”), a publicly traded energy master limited partnership based in San Antonio, Texas. Mr. Anastasio was appointed President and Chief Executive Officer of NuStar in April 2001, leading the company’s initial public offering. He served in that role until his retirement on December 31, 2013. Under Mr. Anastasio’s leadership, NuStar grew from a small business to a Fortune 500 company. NuStar received many awards and recognition during his tenure, including being named by Fortune magazine as one of the 100 Best Companies to Work for in America every year since 2007 and Forbes Magazine’s 100 Most Trustworthy Companies. In 2013, Mr. Anastasio was elected to the San Antonio Business Hall of Fame. Mr. Anastasio presently serves on the boards of two publicly traded companies, both of which are listed on the New York Stock Exchange. From May 2014 until July 2023, he served as the Executive Chairman of GasLog Partners L.P., an international owner, operator and manager of liquefied natural gas carriers, providing support to international energy companies as part of their LNG logistics chain. | As Executive Chairman, he led the company’s initial public offering in May 2014. Mr. Anastasio also serves on the Board and as Chairman of the Audit Committee of Par Pacific Holdings, Inc., an energy company with primary interests in refining, retail and logistics, including a refining, marketing and logistics business in Hawaii, refining and logistics businesses in Washington, Montana and Wyoming and a retail distribution network in the Pacific Northwest. The company also owns an equity interest in a joint venture focused on natural gas production. Finally, Mr. Anastasio served on the Board and as Chairman of the Audit Committee of The Chemours Company for ten years from 2015 through 2025, a multinational specialty chemicals company providing titanium technologies, fluoroproducts and chemical solutions. Mr. Anastasio also served as a director of the Federal Reserve Bank of Dallas for six years from 2014 through 2019. In addition to participating in various volunteer activities, Mr. Anastasio has served as Chairman of the Board of Trustees of the United Way of San Antonio and Bexar County, Chairman of the Alamo Area Council of the Boy Scouts of America, and Chairman of the National Association of Publicly Traded Partnerships. Mr. Anastasio received a Juris Doctorate degree from Harvard Law School in 1981 and a Bachelor of Arts degree, magna cum laude, from Cornell University in 1978. Prior to focusing his career on the oil and gas industry, Mr. Anastasio worked in private practice as a corporate attorney in New York City. |

  10. Continuing Class II Directors (Term to Expire 2028)

    Continuing Class II Directors (Term to Expire 2028)

  11. Martha Z. Carnes

    Martha Z. Carnes • Director since 2016 • Lead Director and Chairman of the Audit Committee •

  12. Martha Z. Carnes

    | Ms. Carnes retired from PricewaterhouseCoopers LLP (“PwC”) in June 2016, where she had a 34-year career with the firm. She was an Assurance Partner serving large, publicly traded companies in the energy industry. Ms. Carnes held a number of leadership positions with PwC including the Houston office Managing Partner. She also served as PwC’s Energy and Mining leader for the United States where she led the firm’s energy and mining assurance, tax and advisory practices. In these roles, she was responsible for leading the design and execution of the market and sector strategies, business development, compensation, professional development, succession planning, and client satisfaction. As an Assurance Partner, Ms. Carnes had vast experience with capital markets activities and was the lead audit partner on some of the largest merger and acquisition transactions completed in the energy sector at that time. Ms. Carnes also served as one of PwC’s Risk Management Partners and was PwC’s United States representative on the firm’s Global Communities Board. She is a certified public accountant. | Since December 2019, she has served as a director of SunCoke Energy, Inc., whose principal businesses are cokemaking and logistics, and is the Chair of the Audit Committee. Since July 2017, Ms. Carnes has also served as a director of Matrix Service Company, a services company that provides engineering, fabrication, infrastructure, construction, and maintenance services primarily to the oil, gas, power, petrochemical, industrial, agricultural, mining and minerals markets, where she chairs the Audit Committee and is a member of the Compensation and Nominations and Governance Committees. She is also a Member Representative for Ohio Valley Midstream, a member managed limited liability corporation engaged in natural gas and natural gas liquids gathering and processing. She is a member of the Board of Trustees at Texas Children’s Hospital where she chairs the Brand, Planning and Philanthropy Committee and serves on the Executive Committee and Audit, Risk and Compliance Committee. Ms. Carnes is also a member of the Board of the Barbara Bush Houston Literacy Foundation where she chairs the Compensation Committee. Her financial expertise and experience in working with and auditing public companies in the energy industry, and her operational experience at PwC, a professional services firm, allow her to provide important insight to the Company. |

  13. Martha Z. Carnes

    Director since 2022 • Member of the Audit Committee and member of the Compensation Committee •

  14. Martha Z. Carnes

    | Following a 33-year career serving the energy sector as a senior finance executive to large global corporations and as a public accountant, Ms. Murray retired from executive office in 2018. From that time, she has worked as an independent financial consultant and, since January 2024 has served as Chief Financial Officer for The Coalition for the Homeless, a non-profit organization addressing homelessness in Houston and Harris County, Texas. From January 2021 to December 2023, she was Chairman of the Board and served as a member of the Finance and Communications Committees for the Foundation for the Women’s Energy Network, a non-profit organization serving women in energy. From January 2013 until May 2018, Ms. Murray held progressive financial leadership roles at McDermott International, Inc. (“McDermott”), a global provider of engineering, procurement, construction, and installation solutions to the energy industry. Most recently, from 2017 to 2018, she served as Vice President and Regional Chief Financial Officer, Worldwide Finance Operations for McDermott’s global assets and projects group. Her responsibilities included financial reporting, operational accounting, financial planning, tax, and strategic planning. Previously, from 2015 to 2017, she served as Vice President and Treasurer, where she was responsible for implementing strategies to optimize McDermott’s capital structure and cash flows. Through these roles, Ms. Murray gained extensive experience managing lender arrangements and relationships across the globe, including the U.S., Europe, and the Middle East. | From 2016 to 2017, she also worked in Investor Relations for McDermott, and became responsible for optimizing shareholders’ and analysts’ relations and communications, including outreach programs in the U.S. and Europe. Prior to this time, from 1991 to 2012, Ms. Murray held progressive positions at El Paso Corporation (formerly Tenneco Gas, Inc.), a provider of natural gas and related energy products. As Senior Vice President, Tax from 2001 to 2012, she was responsible for over $600 million of annual taxes, and gained significant experience in financial reporting, internal controls, worldwide compliance, tax litigation, entity structuring and financial planning and analysis. She was also a key contributor to El Paso Corporation’s strategic initiatives, including mergers and acquisitions, dispositions and the ultimate $3 billion sale of the business to Kinder Morgan in 2012. Ms. Murray began her career with Arthur Andersen, serving in their energy tax practice, and is a member of the Texas Society of Certified Public Accountants. She earned a Bachelors in Business Administration with a minor in Accounting from the University of St. Thomas. Ms. Murray’s financial expertise and extensive experience working in senior finance roles in large global energy companies, as well as her public accounting experience, allow her to contribute key insights to the Company. |

  15. Rob Martinovich

    Rob Martinovich Director since 2025 • Member of the Nominating Committee •

  16. Rob Martinovich

    | Mr. Martinovich retired from ONEOK, a diversified energy infrastructure company headquartered in Tulsa, Oklahoma, in December 2022, after a 15-year career with the company. He was Executive Vice President and Chief Administrative Officer, responsible for environment, safety and health (“ESH”), human resources, corporate services and information technology. Mr. Martinovich also served as Executive Vice President - Commercial of ONEOK, Executive Vice President - Operations of ONEOK and ONEOK Partners, and Executive Vice President, Chief Financial Officer and Treasurer of ONEOK and ONEOK Partners. He was also ONEOK’s Chief Operating Officer responsible for natural gas distribution and energy services segments, as well as the company’s ESH and technical services organizations. He started his ONEOK career in 2007 as President of ONEOK Partners natural gas gathering and processing commercial and operations activities in the Mid-Continent and Rockies. Before joining ONEOK, Mr. Martinovich was Group Vice President of ESH, operations, and technical services at DCP Midstream, LLC (“DCP Midstream”). He started with the company in 2000 as Senior Vice President responsible for the Permian Basin assets, then held the same position overseeing the Mid-Continent and Rocky Mountain assets. | Mr. Martinovich went to DCP Midstream after a 20-year career at Phillips Petroleum Company (“Phillips”). He was Senior Vice President of GPM Gas Corporation, the natural gas gathering, processing and marketing subsidiary of Phillips. He joined Phillips as a resin development engineer in 1980 and held various positions in the research and development and the plastics divisions before holding several leadership positions at GPM Gas Corporation. Mr. Martinovich has been a board member of the Saint Simeon’s Foundation since 2019. He is also an advisory council member of Grand Mental Health. A prior board member, campaign chair and board chair with the Tulsa Area United Way (“TAUW”), Mr. Martinovich served as the Endowment Committee Chair in conjunction with the 2024 TAUW centennial. He previously served on the board of the YMCA of Greater Tulsa for nine years and the Tulsa Community College Foundation for seven years. Mr. Martinovich’s extensive executive leadership and broad expertise in the midstream sector allow him to provide important insight to the Company. |

  17. Continuing Class III Directors (Term to Expire 2027)

    Continuing Class III Directors (Term to Expire 2027) • President, Chief Executive Officer and Chairman • Director since 2018 •

  18. Continuing Class III Directors (Term to Expire 2027)

    | Mr. Bruno became President of the Company on February 1, 2018, and on January 1, 2019, he also assumed the position of Chief Operating Officer. On May 20, 2020, Mr. Bruno succeeded Mr. David Demshur as the Chairman of the Board and Chief Executive Officer and has led the Company’s global operations for both of its business segments, Reservoir Description and Production Enhancement. Over the last several years, Mr. Bruno has served as a technical spokesperson for many investor presentations and panels in the oil and gas industry and has been instrumental in driving the Company’s technology innovation that will continue to be a critical strength in the years to come. Mr. Bruno previously led the Company’s global reservoir-based laboratories within the Company’s Reservoir Description segment, from July 2015 through January 31, 2018. Mr. Bruno has been in the industry for more than 40 years and with the Company for more than 27 years. | Prior to being named as President of the Petroleum Services division in July 2015, Mr. Bruno was the General Manager of U.S. Rocks from 1999 to July 2015. Prior to joining the Company, he was employed at an oil and gas service company for 14 years before it was acquired by the Company in 1999. Mr. Bruno received a Master of Science degree in Geology in 1987 from the University of Houston. Mr. Bruno’s extensive operations and management experience at the Company makes him well-suited to lead the Company as Chief Executive Officer and Chairman of the Board. |

  19. Kwaku Temeng

    Kwaku Temeng Director since 2021 • Chairman of the Nominating Committee and member of the Compensation Committee •

  20. Kwaku Temeng

    | Mr. Temeng retired from Aramco Services Company (“ASC”) in Houston, Texas in May of 2021, where he served as Director of Upstream since 2007. During his tenure, he was responsible for managing Saudi Aramco’s upstream technology and business programs in North America. These included cultivating business relationships, evaluating commercial opportunities, performing analyses of technology trends and best practices, and overseeing technical studies undertaken by commercial laboratories, universities, and technology centers. Prior to his final assignment, Mr. Temeng worked for 14 years with Saudi Aramco in Saudi Arabia where he held a variety of professional, managerial, and advisory positions. He oversaw the company’s field development planning and budget, coordinated petroleum engineering studies, and served as a special advisor to senior management. He was instrumental in developing the framework for Saudi Aramco’s upstream research and development program. In his assignments with Saudi Aramco and ASC, Mr. Temeng combined his knowledge of engineering and economics to direct production planning, budgeting, and technical studies for the world’s largest producing company. He also administered contracts and relationships with all the major oilfield services companies, and in the process has gained great insight from the client perspective into what drives successful relationships between producing companies and service providers. | Before joining Saudi Aramco, Mr. Temeng worked in the U.S. as a petroleum engineer with Exxon Company USA and Mobil Oil Corporation. Mr. Temeng earned a Bachelor’s degree in Ocean Engineering from the Massachusetts Institute of Technology (MIT), a Master of Science, Master of Engineering and Doctorate degrees in Petroleum Engineering from Stanford University. He served as a member of the Stanford University Earth Sciences Advisory Board and the Society of Petroleum Engineers and is licensed as a professional petroleum engineer in the State of California. Mr. Temeng’s experience in the oil and gas industry and expertise in petroleum engineering allow him to provide valuable insight to the Company. |

  21. Kwaku Temeng

    | Non-Executive Director Compensation |

  22. Director Compensation

    Director Compensation

  23. for Year Ended December 31, 2025

    | Name (1) | Fee Earned or Paid in Cash ($) | Stock Awards (2)(3) ($) | Total ($) | | Curtis Anastasio | 81,250 | 120,546 | 201,796 | | Martha Z. Carnes | 132,500 | 120,546 | 253,046 | | Harvey Klingensmith | 95,000 | 120,546 | 215,546 | | Rob Martinovich | 40,000 | 89,409 | 129,409 | | Katherine A. Murray | 85,000 | 120,546 | 205,546 | | Kwaku Temeng | 97,500 | 120,546 | 218,046 |

  24. 2026 Non-Executive Director Compensation

    2026 Non-Executive Director Compensation Each non-executive Director serving in fiscal year 2026 will receive the same level of cash compensation in 2026 as received by Board members in 2025, and as further described above under “Retainer/Fees” on page 16 of this proxy statement. In addition, effective as of April 1, 2026, we will award each of our non-executive Directors who will continue to serve on the Board after the conclusion of the 2026 Annual Meeting an amount of restricted shares equal to $150,000 based on the closing price of the Company’s stock on January 13, 2026, which was $19.00 rounded upwards to the nearest whole share, which amounts to 7,895 shares. The restricted shares will vest, without performance criteria, at the end of a one-year vesting period that will begin on April 1, 2026 and will end on April 1, 2027. This award will be subject to an agreement to be signed by each recipient.

  25. Non-Executive Director Deferred Compensation Plan

    Non-Executive Director Deferred Compensation Plan In August 2025, the Board approved the adoption of a deferred compensation plan for non-executive directors, which allows members of the Board the opportunity to defer vesting of all or part of their restricted stock awards and receipt of their cash retainer to a future date. Deferred amounts, including cash retainers, are held in the director’s account in the form of Company common stock and dividends are automatically reinvested. The balance of the account would be distributed solely as shares of Company common stock upon a director’s retirement from the Board.

  26. Non-Executive Director Deferred Compensation Plan

    | Board Structure |

  27. Non-Executive Director Deferred Compensation Plan

    The Company has a single-tier board currently consisting of seven directors divided among three classes. Each class is elected for a three-year term such that the term of one class of directors expires at the annual meeting each year. Mr. Bruno currently serves as the Company’s Chief Executive Officer (the “CEO”) and as Chairman of the Board. Given the size of the Company, we believe our stakeholders are well served by having Mr. Bruno hold the Chief Executive Officer role along with being Chairman of the Board and that this is the most effective leadership structure for us at the present time. We also note that within our industry, the common practice is for the same person to hold both positions. We believe this structure has served us well for many years. Ms. Carnes has served as our Lead Director since the 2020 annual meeting. The Lead Director has leadership authority and responsibilities and sets the agenda for, and leads all executive sessions of the independent directors, providing feedback, as appropriate, from those meetings to the Chairman of the Board. Ms. Carnes has served on the Board since 2016. She is deemed to be independent from the Company (according to applicable regulatory standards, as well as by shareholder advisory services such as Institutional Shareholder Services and Glass Lewis). In its role providing risk oversight of the Company, the Board oversees our stakeholders’ interest in the long-term health and overall success of the Company and its financial strength, as well as the interests of the other stakeholders of the Company. The Board is actively involved in overseeing risk management for the Company, and each of our Board committees considers the risks within its areas of responsibility. The Board and each of our Board committees regularly discuss with management our major risk exposures, their potential financial impact on us and the steps we take to manage them.

  28. Non-Executive Director Deferred Compensation Plan

    | Director Independence |

  29. Non-Executive Director Deferred Compensation Plan

    In connection with determining the independence of each Director of the Company, the Board inquired as to any transactions and relationships between each Director and his or her immediate family and the Company and its subsidiaries, and reviewed and discussed the results of such inquiry. The purpose of this review was to determine whether any such relationships or transactions were material and, therefore, inconsistent with a determination that a Director is independent under the standards set forth by the NYSE. With regard to Messrs. Temeng, Klingensmith, Anastasio and Martinovich and Mmes. Carnes and Murray, none have ever held any position with the Company or any of its affiliates apart from their service on the Board and its committees, and all qualify as independent under Section 303A.02 of the NYSE Listed Company Manual. As a result of this review, after finding no material transactions or relationships among the following Directors and the Company, the Board affirmatively determined that each of Messrs. Temeng, Klingensmith, Anastasio and Martinovich and Mmes. Carnes and Murray are independent under the applicable standards described above.

  30. Non-Executive Director Deferred Compensation Plan

    | Board Meetings |

  31. Non-Executive Director Deferred Compensation Plan

    The Board held four meetings in 2025. All Directors participated in 100% of the 2025 Board meetings. Additionally, all Directors participated in 100% of the meetings in 2025 of all committees on which he or she serves. Under our Corporate Governance Guidelines, Directors are expected to diligently fulfill their fiduciary duties to the Company, including preparing for, attending and participating in meetings of the Board and the committees of which the Director is a member. In 2025, all Directors participated in the 2025 annual meeting of shareholders. All current board members are expected to attend the 2026 Annual Meeting. Our non-executive Directors meet separately in executive session without any members of management present. The Lead Director presides over each such session. If any of our non-executive Directors were to fail to meet the applicable criteria for independence, then our independent Directors would meet separately at least once a year in accordance with the rules of the NYSE.

  32. Non-Executive Director Deferred Compensation Plan

    | Committees of the Board |

  33. Non-Executive Director Deferred Compensation Plan

    The Board has three standing committees, the identities, memberships and functions of which are described below. Each Director who is at the time “independent” and who has never served as a director of any affiliate of the Company may be considered for committee assignment at any time during their term, as determined by the Board.

  34. Best Compensation Governance Practices & Policies

    | WHAT WE DO | | WHAT WE DO NOT DO | | |  | 100% of NEO equity awards are performance-based and at-risk |  | No hedging transactions by executive officers or directors | |  | Target performance for equity incentive awards set above the median of industry peers |  | No significant perquisites | |  | Incentive awards based on both absolute and relative performance results, with no guaranteed payouts |  | No “single trigger” change in control cash severance benefits | |  | Equity award grants subject to three-year performance periods to promote retention |  | Company stock may not be margined or pledged as collateral by executive officers or directors | |  | Clawback policy applies to performance-based cash and equity incentive compensation | | | |  | Compensation Committee advised by an independent compensation consultant | | |

  35. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant Our Compensation Committee retains a consultant to provide independent advice on executive compensation matters and to perform specific project-related work. During 2025, the Compensation Committee engaged Meridian Compensation Partners (“Meridian”) to provide information on pay levels and program design for 2025. Meridian reported to and acted at the direction of the Compensation Committee. The Compensation Committee assessed the independence of the firm pursuant to applicable SEC and NYSE rules and concluded that the firm’s work for the Compensation Committee did not raise any conflict of interest for 2025.

  36. Selecting the Peer Group

    Selecting the Peer Group The Compensation Committee, with the assistance of Meridian, developed a peer group of companies to be used for compensation comparison purposes (“Compensation Peer Group”). The Compensation Peer Group consists of publicly traded oilfield services companies comparable in size to our Company in terms of annual revenues and the value of ongoing operations, using independent measures of enterprise value, market capitalization, and the value of operating assets. The following companies comprise our Compensation Peer Group approved by the Committee in 2024 to evaluate the market for NEO compensation for 2025:

  37. Selecting the Peer Group

    | Bristow Group Inc. | Innovex International Inc. (fka Dril-Quip Inc.) | SEACOR Marine Holdings Inc. | | Champion X Corporation | Oceaneering International | TechnipFMC plc | | Expro Group Holdings N.V. | Oil States International | TETRA Technologies Inc. | | Forum Energy Technologies | Precision Drilling Corporation | Tidewater Inc. | | Helix Energy Solutions Group | RPC, Inc. | Weatherford International |

  38. Selecting the Peer Group

    The Compensation Committee periodically reviews the composition of our Compensation Peer Group to ensure it remains appropriate. During 2025, the Compensation Committee approved changes to better align with the current financial size of the Company. The following companies were used to evaluate the market for NEO compensation for 2026:

  39. Selecting the Peer Group

    | Bristow Group Inc. | NOV Inc. | SEACOR Marine Holdings Inc. | | Expro Group Holdings N.V. | Oceaneering International | TETRA Technologies Inc. | | Forum Energy Technologies | Oil States International | Tidewater Inc. | | Helix Energy Solutions Group | Precision Drilling Corporation | Weatherford International | | Innovex International Inc. | RPC, Inc. | |

  40. Selecting the Peer Group

    | 2025 Compensation Program Details |

  41. Base Salary

    Base Salary Base salary is the fixed annual compensation we pay to an executive for performing specific job responsibilities. It represents the minimum income an executive may receive in any given year. We target annual base salaries in the middle range of our Compensation Peer Group for executives having similar responsibilities. The Compensation Committee may adjust salaries based on its annual review of the following factors: • the individual’s experience and background; • the individual’s performance during the prior year; • the benchmark salary data; • the general movement of salaries in the marketplace; and • our financial and operating results. As a result of these factors, a particular executive’s base salary may be above or below the median of our Compensation Peer Group for a given year. The table below shows base salaries for each of our NEOs for the years ending December 31, 2025 and 2024.

  42. Annual Cash Incentives

    Annual Cash Incentives All NEOs participate in our annual cash incentive plan. Under this plan, each NEO is assigned a target and a maximum bonus expressed as a percentage of his or her base salary. The target award opportunity is established as a percentage of the NEO’s salary based upon a review of the competitive data for that officer’s position, level of responsibility and ability to impact our financial success. The target bonus percentage and maximum bonus percentage for each NEO in 2025 is set forth in the table below.

  43. Annual Cash Incentives

    | | | Award Percentages (% of salary) | | | | Name of Executive | Title | Target | | Maximum | | Lawrence Bruno | Chairman, President and Chief Executive Officer | 100% | - | 200% | | Christopher S. Hill | Senior Vice President and Chief Financial Officer | 75% | - | 150% | | Gwendolyn Y. Gresham | Senior Vice President, Corporate Development and Investor Relations | 75% | - | 130% | | Mark D. Tattoli | Senior Vice President, Secretary and General Counsel | 75% | - | 130% |

  44. Annual Cash Incentives

    The Compensation Committee has set performance goals that are consistent with the Company’s business strategy and focus on creating long-term shareholder value. Performance is assessed based on the achievement of specific financial measures, safety metrics, operating objectives, and environmental, social and governance goals. The Compensation Committee may also consider individual contributions to performance results. Relative Performance Relative performance requires that NEOs achieve at least median performance among the Compensation Peer Group. The achievement of three different financial performance metrics accounts for 75% of the potential annual cash incentive award.

  45. Annual Cash Incentives

    | Metric | Description | Weight | | Revenue | Change in the Company’s annual revenue relative to Compensation Peer Group | 25% | | Operating Margin | The Company’s margins relative to Compensation Peer Group | 25% | | EPS Yield | The Company’s annual EPS Yield (EPS divided by average share price) relative to Compensation Peer Group | 25% |

  46. Annual Cash Incentives

    Relative performance is assessed at the end of the year. Bloomberg data for the Compensation Peer Group is analyzed over a trailing four-quarter period ending with the third quarter of each year. This data is used to determine the Company’s percentile ranking in the Compensation Peer Group for each metric. For each metric, the NEOs can achieve a maximum score of 25 and a threshold score of 12.5 for a ranking between the 100th and the 50th percentile, respectively. Performance below the 50th percentile on any metric results in a score of zero for that metric. For example, if the Company’s ranking for change in revenue compared to the Compensation Peer Group’s change in revenue is at the 75th percentile, then the revenue metric would receive a score of 18.75. Messrs. Bruno and Hill may earn up to 2.0x their target award opportunity, and Ms. Gresham and Mr. Tattoli may earn up to 1.7x their target award opportunity, for each metric in return for the Company finishing first (i.e., at the 100th percentile) in the Compensation Peer Group. Performance below the 50th percentile of the Compensation Peer Group on any metric will result in a zero percent payout for that metric. Payout for performance between the 50th and the 100th percentile for each metric is calculated using straight-line interpolation between the target and maximum award opportunities, as shown in the table below.

  47. Annual Cash Incentives

    | Percentile of Compensation Peer Group | Below 50th | 50th | 100th | | Payout as a Multiple of Target Award Opportunity (Messrs. Bruno and Hill) | 0 | 1.0x | 2.0x | | Payout as a Multiple of Target Award Opportunity (Ms. Gresham and Mr. Tattoli) | 0 | 1.0x | 1.7x |

  48. Annual Cash Incentives

    Absolute Performance Absolute performance accounts for 25% of the annual incentive award. The Compensation Committee evaluates the Company’s overall performance giving consideration to the Company’s standing relative to its peers as well as year-over-year improvement in the areas of safety and ESG. The Compensation Committee bases its determination primarily on objective third-party reports and may award a maximum score of 25, depending on the Company’s execution in these areas. If the Compensation Committee determines that the Company’s collective performance has declined, it may award as little as zero for this metric. 2025 Results For 2025, our performance results were as follows:

  49. Annual Cash Incentives

    | Metric | Weight % | Ranking | Score | Multiple of Target Opportunity | | | | | | | Bruno and Hill | Gresham and Tattoli | | Relative Performance | | | | | | | Revenue | 25% | 66th percentile | 16.7 | 1.1x | 1.1x | | Operating Margin | 25% | 53rd percentile | 13.3 | 1.5x | 1.3x | | EPS Yield | 25% | 33rd percentile | 0 | 1.2x | 1.1x | | Absolute Performance | | | | | | | Safety and ESG | 25% | N/A | 25.0 | 2.0x | 1.7x | | Weighted average | | | | 1.5x | 1.3x |

  50. Annual Cash Incentives

    As shown, the Company’s percentile ranking at or above the 50th percentile up to the 100th percentile for each performance metric under the plan produces a score between threshold and maximum of 12.5 and 25, respectively. By linear interpolation, the score can be expressed as a multiple of the target award opportunity for each NEO. The contribution to total award for each metric is determined by multiplying (A) the weight percent for each performance metric by (B) the NEO’s target award opportunity by (C) the multiple of target award opportunity for such performance metric, and then summing the result of each performance metric to obtain the total award earned. The table below reflects the annual cash incentive award earned by the NEOs and approved by the Compensation Committee. However, based upon a broader assessment of the Company’s financial performance and considering affordability, the Chairman of the Board, acting on authority conferred upon him by the Compensation Committee, approved a payout of 36% of the NEOs’ earned award.

  51. Annual Cash Incentives

    | Name of Executive | Target Award Opportunity (% of salary) | Target Award Opportunity ($) | Award Earned (% of salary) | Award Earned ($) | Award Paid ($) | | Lawrence Bruno | 100% | 886,912 | 110% | 975,603 | 351,217 | | Christopher S. Hill | 75% | 348,816 | 83% | 383,698 | 138,131 | | Gwendolyn Y. Gresham | 75% | 305,916 | 76% | 307,956 | 110,864 | | Mark D. Tattoli | 75% | 305,916 | 76% | 307,956 | 110,864 |

  52. Equity Incentive Compensation

    Equity Incentive Compensation We currently administer long-term incentive compensation awards through our LTIP. Under the LTIP, our NEOs are eligible to receive performance-based restricted share units, which is the only form of equity-based compensation received by our NEOs through our LTIP. We currently do not issue stock options or stock appreciation rights under any of our equity compensation programs. Our Compensation Committee, based on recommendations from our CEO (other than with respect to awards for himself), determines the amount of each NEO’s grant by periodically reviewing competitive market data and each NEO’s long-term past performance, ability to contribute to our future success, and time in the current job. The Compensation Committee considers the risk of losing the executive to other employment opportunities and the value and potential for appreciation in our shares. The number of shares previously granted or vested pursuant to prior grants is not typically a factor in determining subsequent share grants to a NEO. The Compensation Committee considers the foregoing factors together and determines the appropriate amount of the award.

  53. Performance Share Award Program (“PSAP”)

    Performance Share Award Program (“PSAP”) PSAP shares vest if we achieve certain performance targets generally over a three-year period, which allows us to compensate our employees as we meet or exceed our financial performance measure. PSAP Awards Generally Under the PSAP, our NEOs are awarded rights to receive a pre-determined number of shares of common stock if certain performance targets are met at the end of a three-year performance period and as specified in the applicable grant agreement. Awards vest following the conclusion of each three-year performance period.

  54. ROIC as a Performance Measure

    ROIC as a Performance Measure Consistent with prior year awards dating back to 2010, our long-term incentive compensation program uses return on invested capital (“ROIC”) as the principal financial performance measure. In selecting ROIC as the key metric, we reinforce its importance with our NEOs and other senior leaders directly charged with influencing the inputs that drive ROIC performance. PSAP awards will vest if and only if the Company produces ROIC in excess of a threshold amount relative to the Company’s peers in the Bloomberg Comp Group. Our Board believes that focusing on ROIC encourages capital discipline and thereby promotes long-term shareholder value creation. 2023 PSAP Awards On February 16, 2023, we made grants of 250,680 restricted performance share units to our current NEOs. The three-year performance period began on January 1, 2023 and ended on December 31, 2025. The 2023 PSAP awards to the executives who were NEOs on the grant date were as follows:

  55. Policies and Practices Related to the Timing of Grants of Certain Equity-Based Awards

    Policies and Practices Related to the Timing of Grants of Certain Equity-Based Awards We do not currently grant stock options or stock appreciation rights (“SARs”) as part of our equity compensation programs, and therefore we do not maintain a formal policy regarding the timing of stock option or SAR awards. During 2025, while the Board did not grant any stock options or SARs, with respect to all other executive compensation awards that were granted, the Board did not time the disclosure of material nonpublic information to affect the value of any such awards.

  56. Incentive-based Compensation Recovery Analysis

    Incentive-based Compensation Recovery Analysis On March 23, 2026, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) disclosing that the financial statements included in the 2025 Form 10-K reflected the correction of immaterial errors to financial statements for prior periods. Although it was determined the errors occurred prior to 2021, the Company performed a recovery analysis under its clawback policy to determine whether these prior period corrections required recovery of incentive-based compensation earned or awarded on or after October 2, 2023, the effective date of Rule 10D-1. As disclosed in the 2025 Form 10-K, during the year ended December 31, 2025, the Company made certain adjustments to previously reported balances to correct immaterial errors in its consolidated balance sheet as of December 31, 2024. These adjustments included (i) a misclassification of $4.7 million between income taxes receivable and deferred tax liabilities, and (ii) a $5.4 million adjustment to the retained earnings opening balance to write off income taxes receivable recorded prior to 2021, which were determined to be unrecoverable. The Company assessed the materiality of these errors on its previously issued financial statements and concluded that the errors were not material to the Company’s financial statements for the 2024 fiscal year or any prior annual or interim periods. However, as disclosed in the 2025 Form 10-K, the Company revised its financial statements for the 2024 fiscal year to correct these immaterial errors through an adjustment to the retained earnings opening balance. The Company’s Audit Committee concluded on March 14, 2026 that the financial statements for the 2024 fiscal year should be revised in the 2025 Form 10-K. In accordance with SEC rules and NYSE listing standards, the Company’s clawback policy requires the Company to recover from any current or former executive officer incentive-based compensation erroneously awarded during the three years preceding the date the Company’s Audit Committee determines that an accounting restatement is required. During the three-year lookback period, the Company awarded annual cash incentive bonuses for fiscal years 2023, 2024 and 2025 and performance share awards with performance periods ending on December 31, 2023, 2024 and 2025. In light of the revisions and pursuant to the clawback policy, the Company performed a recovery analysis to determine whether any current or former executive officers who are, or were at any time, during the relevant clawback period, executive officers of the Company (“covered executives”) are required to repay or forfeit any incentive-based compensation that was calculated based on the erroneous data in the Company’s prior period financial statements. As discussed below, the Company determined that no recovery was required from covered executives because the financial metrics on which their incentive compensation was calculated were either not affected or, in the case of return on invested capital, were revised upward nominally. During the relevant clawback period, the Company awarded two types of incentive-based compensation to covered executives that are based wholly or in part upon the attainment of a financial reporting measure based on or derived from financial information: (i) an annual incentive cash bonus, and (ii) annual grants of performance share awards with a three-year performance period. The Company determined that the immaterial accounting errors occurred prior to fiscal year 2021, and therefore the corrections are reflected as an adjustment to beginning retained earnings on the Company’s consolidated balance sheet in the 2025 Form 10-K. The revisions do not affect the Company’s consolidated income statement for fiscal years 2023, 2024 or 2025. Therefore, with respect to cash bonuses earned in each of those years, which are based on achievement of relative financial performance metrics pertaining to revenue, operating margin and earnings per share yield, the Company determined that the errors had no impact on these metrics, and therefore no recovery was required. Performance share awards vest based on the achievement of a non-GAAP financial measure, return on invested capital, relative to the Company’s peer group. The financial statement revision resulted in the write-down of an income tax receivable, which reduced the capital base on which total invested capital is calculated. However, the write-down is excluded from the calculation of net operating profit after tax, resulting in no net impact to return on invested capital. As such, the Company determined that return on invested capital was not negatively affected by the revision, and therefore no recovery was required.

  57. Deferred Compensation Plan

    Deferred Compensation Plan Through our subsidiary, Core Laboratories LP, we have adopted a nonqualified deferred compensation plan that permits certain employees, including our NEOs, to elect to defer all or a part of their cash compensation (base, annual incentives and/or commissions) from us until the termination of their status as an employee. Participating employees are eligible to receive a matching deferral under the nonqualified deferred compensation plan that compensates them for contributions they could not receive from us under the 401(k) plan due to the various limits imposed on 401(k) plans by the U.S. federal income tax laws. Discretionary employer contributions may also be made on behalf of participants in the plan and are subject to discretionary vesting schedules determined at the time of such contributions. Vesting in employer contributions is accelerated upon the death or disability of the participant or a change in control. Discretionary employer contributions under the plan are forfeited upon a participant’s termination of employment to the extent they are not vested at that time. We made discretionary employer contributions to the nonqualified deferred compensation plan on behalf of Messrs. Bruno, Hill, Tattoli and Ms. Gresham in accordance with each executive’s employment agreement. Distributions of a participant’s plan benefits can only be made under certain prescribed circumstances, such as termination of employment or upon a specified date as elected by the participant. In the event of a termination of employment (other than by death or disability) of a “key employee,” distributions must be delayed for six months. A participant’s plan benefits include the participant’s deferrals, the vested portion of the employer’s contributions, and deemed investment gains and losses on such amounts.

  58. Deductibility of Compensation Over $1 Million

    | Employment Agreements and Change in Control Agreements |

  59. Change in Control

    Change in Control As part of our normal course of business, we engage in discussions with other companies about possible collaborations and/or other ways in which the companies may work together to further our respective long-term objectives. In addition, many larger, established companies consider companies at similar stages of development to ours as potential acquisition targets. In certain scenarios, the potential for a merger or being acquired may be in the best interests of our stakeholders. We provide severance compensation if certain of our executives’ employment is terminated following a change in control transaction to promote the ability of our senior executives to act in the best interests of our stakeholders even though their employment could be terminated as a result of the transaction.

  60. Termination Without Cause

    Termination Without Cause If we terminate the employment of a NEO without cause as defined in their applicable agreements, we would be obligated to continue to pay him or her certain amounts as described in greater detail in “Potential Payments Upon Termination or Change in Control.” We believe these payments are appropriate because the terminated executive is bound by confidentiality, non-solicitation and non-compete provisions covering the two-year period immediately following termination of service and because the Company and each executive have mutually agreed to a severance package that is in place prior to any termination event. This provides us with more flexibility to make a change in senior management if such a change is in the best interests of the Company and our shareholders.

  61. for the Years Ended December 31, 2023, 2024 and 2025

    | Name of Executive and Principal Position | Year | Salary ($) | Stock Awards (1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | Change in Post- employment Benefit Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation (3) ($) | Total ($) | | Lawrence Bruno | 2025 | 886,912 | 3,505,105 | 351,217 | — | 237,257 | 4,980,491 | | Chairman, President and | 2024 | 886,912 | 3,457,553 | 1,159,321 | — | 214,526 | 5,718,312 | | Chief Executive Officer | 2023 | 886,912 | 6,514,988 | 371,109 | — | 215,074 | 7,988,083 | | Christopher S. Hill | 2025 | 465,088 | 1,189,320 | 138,131 | — | 65,704 | 1,858,243 | | Senior Vice President, and | 2024 | 465,088 | 1,173,203 | 455,953 | — | 63,495 | 2,157,739 | | Chief Financial Officer | 2023 | 465,088 | 2,214,053 | 145,954 | — | 57,759 | 2,882,854 | | Gwendolyn Y. Gresham | 2025 | 407,888 | 568,937 | 110,864 | — | 55,813 | 1,143,503 | | Senior Vice President, Corporate | 2024 | 407,888 | 561,215 | 366,663 | — | 52,112 | 1,387,878 | | Development and Investor Relations | 2023 | 407,888 | 899,514 | 115,584 | — | 50,718 | 1,473,704 | | Mark D. Tattoli | 2025 | 407,888 | 568,937 | 110,864 | — | 58,006 | 1,145,696 | | Senior Vice President, Secretary | 2024 | 407,888 | 561,215 | 366,663 | — | 52,566 | 1,388,332 | | and General Counsel | 2023 | 407,888 | 899,514 | 115,584 | — | 41,635 | 1,464,621 |

  62. for the Years Ended December 31, 2023, 2024 and 2025

    | Name of Executive | Year | Core 401(k) Contributions ($) | Nonqualified Deferred Compensation: Company Contributions (1) ($) | Company-Owned Life Insurance (2) ($) | All Other Compensation Total ($) | | Lawrence Bruno | 2025 | 8,561 | 228,054 | 642 | 237,257 | | Christopher S. Hill | 2025 | 14,000 | 51,494 | 210 | 65,704 | | Gwendolyn Y. Gresham | 2025 | 14,386 | 41,165 | 262 | 55,813 | | Mark D. Tattoli | 2025 | 15,836 | 42,012 | 158 | 58,006 |

  63. for the Years Ended December 31, 2023, 2024 and 2025

    | Grants of Plan-Based Awards |

  64. Grants of Plan-Based Awards for the Year Ended December 31, 2025

    Grants of Plan-Based Awards for the Year Ended December 31, 2025

  65. Grants of Plan-Based Awards for the Year Ended December 31, 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | Estimated Future Vesting of Shares Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Stock and Option | | Name of Executive | Grant Date | Approval Date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Awards (2) ($) | | Lawrence Bruno | 2/13/2025 | 2/12/2025 | 886,912 | 1,773,824 | 101,382 | 202,764 | 354,837 | 3,505,105 | | Christopher S. Hill | 2/13/2025 | 2/12/2025 | 348,816 | 697,632 | 34,400 | 68,800 | 120,400 | 1,189,320 | | Gwendolyn Y. Gresham | 2/13/2025 | 2/12/2025 | 305,916 | 530,254 | 16,456 | 32,912 | 57,596 | 568,937 | | Mark D. Tattoli | 2/13/2025 | 2/12/2025 | 305,916 | 530,254 | 16,456 | 32,912 | 57,596 | 568,937 |

  66. Grants of Plan-Based Awards for the Year Ended December 31, 2025

    (1) The amounts shown in these columns reflect the potential target and maximum values approved on the date of the awards. The amounts actually paid to the NEOs are reflected in the Summary Compensation Table above. (2) Awards shown are at target award values for the 2025 PSAP grants for the NEOs. The following is a discussion of material factors necessary to have an understanding of the information disclosed in the Summary Compensation Table.

  67. Employment Agreements

    | Outstanding Equity Awards at Fiscal Year End |

  68. Outstanding Equity Awards

    Outstanding Equity Awards

  69. Stock Vested

    Stock Vested

  70. for the Year Ended December 31, 2025

    | Nonqualified Deferred Compensation Plan |

  71. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  72. for the Year Ended December 31, 2025

    | Potential Payments Upon Termination or Change in Control |

  73. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan See the Nonqualified Deferred Compensation Table on page 43 and subsequent narrative discussion for a description of the benefits payable to the NEOs under the Nonqualified Deferred Compensation Plan upon death or separation from service and in connection with a change in control.

  74. Pay Ratio Disclosure

    Pay Ratio Disclosure Pursuant to Item 402(u) of Regulation S-K, we are required to disclose the ratio of our CEO’s compensation to the annual total compensation of our median employee with respect to fiscal year 2025. We determined that the annual total compensation of our CEO, Mr. Bruno, for 2025 was $5,604,877.20 for the purpose of the CEO pay ratio calculation. We determined that the median of the annual total compensation from the population of our employees (other than Mr. Bruno) was $46,614; therefore, the ratio of these two amounts is 120 to 1. Please see the Summary Compensation table on page 39 for our CEO’s compensation for 2025. Our most recent identification of the median employee was performed in 2023, during which we prepared a database including the total cash compensation consisting of base salary, allowance, bonus and other cash compensation paid as reflected in our payroll records for our global workforce (other than our CEO). We annualized the total cash compensation of all our employees, including those hired during 2023. As needed, compensation amounts were converted from local currency to U.S. dollars. We did not include any cost-of-living adjustments and did not apply a statistical sampling method. Given that there have not been any material changes to the Company’s employee population and employee arrangements that would significantly affect the pay ratio disclosure, for the purposes of this disclosure, we have used the same median employee in the current year’s disclosure. For the median employee we identified from the database in 2023, who remained with the Company in 2025, we updated all compensation elements to calculate total annual compensation with the same methodology used in the Summary Compensation Table in accordance with SEC rules and regulations. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal payroll and employment records, and the methodology described above. SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio for our Company.