DEF 14A of Halliburton Co
Filed Apr 2, 2024 · FY20230001308179-24-000414
Our 2024 Board Nominees (pages 17-28)
Our 2024 Board Nominees (pages 17-28)
Our 2024 Board Nominees (pages 17-28)
| Name | Age | Occupation | | Abdulaziz F. Al Khayyal | 70 | Former Director and Senior Vice President, Industrial Relations, Saudi Aramco | | William E. Albrecht | 72 | President, Moncrief Energy, LLC | | M. Katherine Banks | 64 | Former President, Texas A&M University | | Alan M. Bennett | 73 | Former President and Chief Executive Officer, H&R Block, Inc. | | Earl M. Cummings | 59 | Managing Partner, MCM Houston Properties, LLC | | Murry S. Gerber | 71 | Former Executive Chairman of the Board, EQT Corporation | | Robert A. Malone | 72 | Executive Chairman, President and Chief Executive Officer, First Sonora Bancshares, Inc., and the First National Bank of Sonora | | Jeffrey A. Miller | 60 | Chairman of the Board, President and Chief Executive Officer, Halliburton Company | | Bhavesh V. (Bob) Patel | 57 | President, Standard Industries | | Maurice S. Smith | 52 | President, Chief Executive Officer and Vice Chair, Health Care Service Corporation | | Janet L. Weiss | 60 | Former President, BP Alaska | | Tobi M. Edwards Young | 48 | Senior Vice President, Legal, Regulatory, and Corporate Affairs, Cognizant Technology Solutions |
Members of the Committees of Our Board of Directors
Members of the Committees of Our Board of Directors
Members of the Committees of Our Board of Directors
| Name | Audit Committee | Compensation Committee | Health, Safety and Environment Committee | Nominating and Corporate Governance Committee | | Abdulaziz F. Al Khayyal | | | | | | William E. Albrecht | | | | | | M. Katherine Banks | | | | | | Alan M. Bennett | | | | | | Earl M. Cummings | | | | | | Murry S. Gerber | | | | | | Robert A. Malone | | | | | | Jeffrey A. Miller | | | | | | Bhavesh V. Patel | | | | | | Maurice S. Smith | | | | | | Janet L. Weiss | | | | | | Tobi M. Edwards Young | | | | | | Milton Carroll* | | | | |
Members of the Committees of Our Board of Directors
| | Chair | | Member |
Members of the Committees of Our Board of Directors
| * Mr. Carroll served as the Chair of the Nominating and Corporate Governance Committee until February 13, 2024, when he notified the Board that he would not stand for re-election as a Director at the 2024 Annual Meeting of Shareholders, at which time Ms. Young was appointed as Chair of the committee. |
Members of the Committees of Our Board of Directors
The Board has determined that all members of the Audit Committee are independent under our Corporate Governance Guidelines. The Board has determined that Alan M. Bennett, Murry S. Gerber, and Bhavesh V. Patel are “audit committee financial experts” as defined by the SEC.
Board Refreshment
Board Refreshment The Board of Directors is responsible for filling Board vacancies when they occur, and for making sure regular Board refreshment occurs. The Company’s Corporate Governance Guidelines stipulate that each non-management Director shall retire from the Board immediately prior to the annual shareholder meeting that follows their 75th birthday. The Board has delegated to the Nominating and Corporate Governance Committee the duty to select and recommend new candidates for approval. When called upon to fill a vacancy, this Committee considers all recommended candidates, and may retain an independent executive search firm to assist with candidate selection and review. The Nominating and Corporate Governance Committee conducts an annual review of the overall composition of the Board to determine whether the current non-management Directors collectively represent an appropriate mix of experience, diversity, and expertise. Determination of expertise includes consideration of the following (among other factors): experience in a leadership role in a public or private company, including C-suite experience; experience with oil and natural gas, energy, manufacturing, engineering, or technology; experience in matters relating to health, safety, and environment; or other sustainability experience. 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 over the last several years with the addition of four female Directors, one of whom is ethnically diverse, and three ethnically diverse male Directors. Ms. Weiss and Mr. Smith joined the Board in 2023. Ms. Weiss contributes substantial global, multinational experience in the oil and natural gas industry. As a CEO, Mr. Smith brings deep expertise in setting and executing long-term corporate strategy, identifying and implementing important growth initiatives, and overseeing financial operations and activities. Ms. Young and Mr. Cummings joined the Board in 2022. Ms. Young contributes technology, governance, policy-making, and regulatory experience, and recently became the Chair of the Nominating and Corporate Governance Committee upon Mr. Carroll’s announcement that he would not stand for re-election. Mr. Cummings contributes leadership in technology solutions and entrepreneurship. Mr. Patel joined the Board in 2021. His chemical industry experience benefits us greatly as we expand our
Board Refreshment
| HALLIBURTON | 2024 Proxy Statement | 13 |
Board Refreshment
chemicals business. Dr. Banks and Ms. Hemingway Hall joined the Board in 2019. Dr. Banks contributes extensive experience in engineering and technology to the Board as well as her perspective as the former President of a major research university. Ms. Hemingway Hall decided not to stand for re-election to the Board in 2022, due solely to a personal decision related to health and travel issues associated with the COVID-19 pandemic and endemic.
Shareholder Engagement
Shareholder Engagement Halliburton’s Board values continuous improvement. We prioritize regular engagement with our shareholders through ongoing, open dialogue that helps us gather valuable feedback and ensures we are aware of investor viewpoints. To that end, in 2023, independent Board members 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. This engagement included offering and participating in in-person sessions. Board members and management offered engagement opportunities to holders of approximately 60% of our shares and management communicated with 20 shareholders representing approximately 55% of our shares, and with the two largest proxy advisors, ISS and Glass Lewis. These included video conferences and in-person meetings that included engagements with Murry S. Gerber (Chair of the Compensation Committee) or Robert A. Malone (Lead Independent Director) and Halliburton senior management. The Company distributed our refreshed shareholder presentation to all of our largest shareholders and others who contacted Halliburton, even if they were unable to participate in a meeting or video call, and offered to follow up with them. Our 2023 updates to these materials highlighted the most recent available information with regard to topics like board oversight and engagement; executive compensation; our people; health, safety, and the environment; and sustainable energy solutions. In addition to providing an off-season investor engagement program, we solicited shareholder feedback coincident with annual and quarterly reporting, earnings conference calls, and investor meetings. Halliburton’s senior management and Investor Relations team held regular meetings and conference calls with analysts, institutional investors, and environment, social, and governance rating firms, among others. In 2023, Halliburton participated in 16 sell-side conferences, one non-deal roadshow, and 304 investor meetings that were all part of the Company’s ongoing cadence of shareholder outreach. Our senior management and Directors presented shareholder feedback to the full Board of Directors for discussion and consideration.
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 Director of Business Conduct, an employee, reviews all communications directed to the Audit Committee and the Board. The Audit Committee is promptly notified of any substantive communication involving accounting, internal accounting controls, or auditing matters. The Lead Independent Director is promptly notified of any other significant communication, and any Board-related matters which are 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:
Communication to the Board
| • | 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. |
Communication to the Board
Information regarding these methods of communication is also on our website at www.halliburton.com.
Communication to the Board
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 14 |
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 diversity 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, and technology, and the cycles of the industry. Qualifications and experiences of our Directors are provided under Information about Nominees for Director.
Proposal No. 1 Election of Directors
| | AFTER CONSULTATION WITH THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED UNDER INFORMATION ABOUT NOMINEES FOR DIRECTOR. |
Proposal No. 1 Election of Directors
The twelve 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 successors are elected and qualify.
Proposal No. 1 Election of Directors
| HALLIBURTON | 2024 Proxy Statement | 15 |
NON-MANAGEMENT DIRECTOR QUALIFICATIONS AND EXPERIENCE
NON-MANAGEMENT DIRECTOR QUALIFICATIONS AND EXPERIENCE
NON-MANAGEMENT DIRECTOR QUALIFICATIONS AND EXPERIENCE
| | | | | | | | | | | | | | TENURE | | | | | | | | | | | | | Year Elected | 2014 | 2016 | 2019 | 2006 | 2022 | 2012 | 2009 | 2021 | 2023 | 2023 | 2022 | | INDEPENDENCE AND EXPERIENCE | | | | | | | | | | | | | Independence | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Board or Board Committee Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Public Company Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Private Company Experience | ● | ● | ● | | ● | ● | ● | ● | ● | | ● | | Not-for-Profit Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Government Experience | | | ● | | ● | | ● | | ● | ● | ● | | Academia | | | ● | ● | ● | | | ● | ● | ● | ● | | Community Leadership/Philanthropic | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | DECISION-MAKING OR OTHER SUBSTANTIAL EXPERIENCE | | | | | | | | | | | | | Energy Industry Including Oil and Natural Gas | A | A | A | A | A | A | A | A | B | A | | | Accounting/Finance | B | A | A | A | A | A | A | A | A | A | A | | Innovation and Entrepreneurship | A | A | A | A | A | A | A | A | A | A | | | Information Technology and Cybersecurity | B | A | A | B | A | A | A | A | B | A | A | | Science, Technology, and Engineering | A | A | A | B | A | A | A | A | B | A | A | | Legal/Compliance | B | A | A | A | A | A | A | A | A | A | A | | Mergers & Acquisitions | A | A | B | A | A | A | A | A | A | A | A | | Human Resources and Compensation | A | A | A | A | A | A | A | A | A | A | A | | Strategic Planning and Risk Oversight | A | A | A | A | A | A | A | A | A | A | A | | International Business | A | A | B | A | | A | A | A | B | B | A | | Health, Safety, and Environment and Sustainability | A | A | A | B | A | A | A | A | B | A | A | | Manufacturing, Supply Chain, and Operations | A | A | A | B | B | A | A | A | A | A | A | | Public Policy | B | A | A | A | A | A | A | B | A | A | A | | Corporate Governance | A | A | A | A | A | A | A | A | A | A | A | | LEGEND | | | | | | | | | | | | | A Policy- making experience in business, government, education, or technology | | | | | | | | | | | | | B Other substantial experience | | | | | | | | | | | | | DEMOGRAPHICS | | | | | | | | | | | | | Race/Ethnicity | | | | | | | | | | | | | Black/African American | | | | | ● | | | | ● | | | | Indian/South Asian | | | | | | | | ● | | | | | White/Caucasian | | ● | ● | ● | | ● | ● | | | ● | | | Middle Eastern | ● | | | | | | | | | | | | Native American | | | | | | | | | | | ● | | Gender | | | | | | | | | | | | | Male | ● | ● | | ● | ● | ● | ● | ● | ● | | | | Female | | | ● | | | | | | | ● | ● |
NON-MANAGEMENT DIRECTOR QUALIFICATIONS AND EXPERIENCE
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 16 |
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: 70 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 • Director, National Gas & Industrialization Company • Member, Board of Directors for the International Youth Foundation |
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
| HALLIBURTON | 2024 Proxy Statement | 17 |
Skills and qualifications
| | William E. Albrecht President, Moncrief Energy, LLC INDEPENDENT Age: 72 Director Since: 2016 Halliburton Committees • Health, Safety and Environment (Chair) • Compensation | Current Public Company Directorships • Chairman of the Board, Vital Energy (formerly Laredo Petroleum Inc.) (since 2020) Former Public Company Directorships (within last five years): • Chairman of the Board, Rowan Companies (2015-2019) • Chairman of the Board, California Resources Corporation (2014-2020) • Lead Independent Director, Valaris Inc. (2019-2021) Other Directorships and Memberships • Director, Terra Energy Partners • 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 of 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 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. 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, 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 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
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 18 |
Skills and qualifications
| | M. Katherine Banks Former President, Texas A&M University INDEPENDENT Age: 64 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 • Board member, Triad National Security |
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 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
| HALLIBURTON | 2024 Proxy Statement | 19 |
Skills and qualifications
| | Alan M. Bennett Former President and Chief Executive Officer, H&R Block, Inc. INDEPENDENT Age: 73 Director Since: 2006 Halliburton Committees • Audit (Chair) • Nominating and Corporate Governance | Current Public Company Directorships • Fluor Corporation (since 2011) • TJX Companies, Inc. (since 2007) Former Public Company Directorships (within last five years): • None Other Directorships and Memberships • None |
Skills and qualifications
Mr. Bennett has broad business and financial expertise, from internal audit to corporate controller to chief financial officer of a large, public company. He is a certified public accountant and also has chief executive officer experience. Mr. Bennett has deep experience overseeing strategic decisions related to mergers and acquisitions, which gives him valuable perspectives in Board discussions of strategy and capital allocation. He brings a keen understanding of the customer perspective and how to create results-driven marketing campaigns.
Skills and qualifications
Skills and qualifications Accounting/Finance, Strategic Planning, Mergers & Acquisitions: Mr. Bennett is a certified public accountant who retired in 2011 as President and CEO of H&R Block, a tax, banking, and financial service provider, and he has intimate knowledge of financial matters. Prior to this role, he served as Senior Vice President and Chief Financial Officer at Aetna, a diversified healthcare benefits company, and was Vice President, Sales and Marketing, at Pirelli Armstrong Tire Company. His leadership roles at H&R Block, Aetna, and Pirelli Armstrong provide our Board with insights into strategic planning, audits, enterprise risk management, and mergers and acquisitions. Mr. Bennett earned his Bachelor of Science degree in accounting from Susquehanna University. Legal/Regulatory/Public Policy: At Aetna, Mr. Bennett engaged frequently on critical regulatory and legal matters for a company that operates in a highly regulated industry. Mr. Bennett’s experience at Aetna required a deep understanding of public policy issues in the healthcare space. He brings deep knowledge of internal control processes for Sarbanes-Oxley Act compliance. Technology: Through his leadership at H&R Block, Mr. Bennett understands the technology requirements needed to support a large workforce across multiple geographies. He approved and oversaw the rollout of major technology systems at H&R Block and Aetna. Human Resources/Compensation: In his role as Chief Executive Officer of H&R Block, Mr. Bennett had responsibility for a global workforce that spanned more than 90,000 employees across the company’s operating footprint. He 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 care providers, and he has direct experience overseeing management succession activities. Corporate Governance: Mr. Bennett has served on the boards of five major U.S. corporations in the past 20 years: Bausch & Lomb, H&R Block, TJX Companies, Fluor, and Halliburton. He uses this deep experience and knowledge base to support Board discussions of investor expectations and governance best practices as he chairs the Audit Committee and serves on the Nominating and Corporate Governance Committee.
Skills and qualifications
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 20 |
Skills and qualifications
| | Earl M. Cummings Managing Partner, MCM Houston Properties, LLC INDEPENDENT Age: 59 Director Since: 2022 Halliburton Committees • Compensation • Health, Safety and Environment | Current Public Company Directorships • Independent Chair of the Board, CenterPoint Energy (since 2023) • CenterPoint Energy (2020-2023) Former Public Company Directorships (within last five years): • None Other Directorships and Memberships • Texas Southern University, Jesse H. Jones School of Business Advisory Council Member • Texas Children’s Hospital, Operations & Planning Committee • University of Houston Energy Advisory Board, Strategic Planning Committee |
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 as a board member of 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 work as the Chair of the Governance, Environment and Sustainability Committee of the CenterPoint Energy board of directors.
Skills and qualifications
| HALLIBURTON | 2024 Proxy Statement | 21 |
Skills and qualifications
| | Murry S. Gerber Former Executive Chairman of the Board, EQT Corporation INDEPENDENT Age: 71 Director Since: 2012 Halliburton Committees • Audit • Compensation (Chair) | Current Public Company Directorships • BlackRock, Inc. (since 2000) • United States Steel Corporation (since 2012) Former Public Company Directorships (within last five years): • None 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 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 May 2011, as its Chairman from 2000 to 2010, as its President from 1998 to 2007, and as its Chief Executive Officer from 1998 to 2010. EQT is an integrated energy company with a focus in natural gas production, gathering, processing, transmission, and distribution. Prior to this, Mr. Gerber served as CEO of Coral Energy (now Shell Trading North America). Mr. Gerber brings deep executive expertise managing and overseeing strategic, operational, and financial matters for large, complex enterprises. His experience as Lead Independent Director and a member of the Audit Committee at BlackRock and as Chair of the Audit Committee of United States 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
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 22 |
Skills and qualifications
| | Robert A. Malone Executive Chairman, President and Chief Executive Officer, First Sonora Bancshares, and The First National Bank of Sonora (Sonora Bank) INDEPENDENT Age: 72 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
| HALLIBURTON | 2024 Proxy Statement | 23 |
Skills and qualifications
| | Jeffrey A. Miller Chairman of the Board, President and Chief Executive Officer, Halliburton Company NON-INDEPENDENT Age: 60 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 Foundation • Greater Houston Partnership |
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 and 2 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 U.S. patents granted to oil and natural gas service companies for the past seven years. 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
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 24 |
Skills and qualifications
| | Bhavesh V. (Bob) Patel President, Standard Industries INDEPENDENT Age: 57 Director Since: 2021 Halliburton Committees • Audit • Health, Safety and Environment | Current Public Company Directorships • None Former Public Company Directorships (within last five years): • Union Pacific Corp. (2017-2021) • LyondellBasell Industries (2018-2021) Other Directorships and Memberships • Director, Houston Branch, Federal Reserve of Dallas • Member, Business Council • Advisory Council, College of Engineering at The Ohio State University • Board of Visitors, Fox School of Business at Temple University |
Skills and qualifications
Mr. Patel has nearly 35 years of chemical industry experience in manufacturing, commercial, and management roles. He brings global executive leadership skills, public company board experience, and emissions reduction and safety expertise. Mr. Patel has served as President of Standard Industries, a global industrial company with an array of holdings, technologies, and investments, since 2023. Previously, Mr. Patel was CEO of W.R. Grace, which is owned by Standard Industries, and held leadership positions at LyondellBasell in the U.S. and the Netherlands before becoming its CEO.
Skills and qualifications
Skills and qualifications Energy Industry, Mergers & Acquisitions, International Business: Mr. Patel has held numerous senior leadership roles during his distinguished career. In addition to his former role as CEO of W.R. Grace, Mr. Patel served as CEO of LyondellBasell, one of the largest chemicals, plastics, and refining companies in the world. During his tenure, LyondellBasell built new world-scale production facilities, expanded its market presence in Asia, and made strategic acquisitions, including A. Schulman. Before serving as CEO at LyondellBasell, Mr. Patel held several leadership roles with the company, including Senior Vice President and then Executive Vice President of Olefins & Polyolefins, as well as technology segments. Prior to this, Mr. Patel held positions of increasing responsibility at Chevron and Chevron Phillips Chemical Company, including leadership positions based in Singapore and the United States. His experience in global commodity markets adds insight into the Board’s discussions of international operations, strategy, and risk. Mr. Patel holds a Bachelor of Science degree in chemical engineering from The Ohio State University and an MBA from Temple University. Accounting/Finance: Mr. Patel has strong financial acumen, gleaned through his responsibilities for profit and loss while at Standard Industries, W.R. Grace, LyondellBasell, and Chevron, and he understands financial issues pertinent to the Board. Health, Safety & Environment and Sustainability: Mr. Patel’s experience overseeing LyondellBasell’s sustainability initiatives, including its emissions reduction strategy, provides important context for our Board’s oversight of Halliburton’s environment, social, and governance strategy. As CEO of LyondellBasell, the company partnered with Suez, a French water and waste management company, as well as with Karlsruhe Institute of Technology in Germany, to advance chemical recycling of plastic materials and assist the global efforts regarding plastic waste recycling needs. He helped establish the Alliance to End Plastic Waste, a cross-value chain CEO-led organization that strives to advance a global circular economy for plastics. Legal/Regulatory/Public Policy: Mr. Patel has vast experience evaluating and mediating global legal, regulatory, and public policy issues in the energy industry. Human Resources/Compensation: At Standard Industries and previously at W.R. Grace and LyondellBasell, Mr. Patel has had oversight of company HR and compensation practices.
Skills and qualifications
| HALLIBURTON | 2024 Proxy Statement | 25 |
Skills and qualifications
| | Maurice S. Smith President, Chief Executive Officer and Vice Chair, Health Care Service Corporation INDEPENDENT Age: 52 Director Since: 2023 Halliburton Committees • Compensation • Health, Safety and Environment | Current Public Company Directorships • Ventas Corporation 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) • Board, Federal Reserve Bank of Chicago • Board, Economic Club of Chicago |
Skills and qualifications
Mr. Smith has extensive senior leadership experience in the health care industry, currently serving as the President, CEO and Vice Chair 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 Vice Chair (since 2023), Mr. Smith 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. 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 $50 billion and employs more than 25,000 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
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 26 |
Skills and qualifications
| | Janet L. Weiss Former President, BP Alaska INDEPENDENT Age: 60 Director Since: 2023 Halliburton Committees • Audit • Nominating and Corporate Governance | Current Public Company Directorships • Tourmaline Oil Corp. 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: 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. 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
| HALLIBURTON | 2024 Proxy Statement | 27 |
Skills and qualifications
| | Tobi M. Edwards Young Senior Vice President, Legal, Regulatory, and Corporate Affairs, Cognizant Technology Solutions INDEPENDENT Age: 48 Director Since: 2022 Halliburton Committees • Audit • Nominating and Corporate Governance (Chair) | Current Public Company Directorships • None Former Public Company Directorships (within last five years): • None Other Directorships and Memberships • Board, Information Technology Industry Council • Board, Chamber of Commerce, U.S.-India Business Council • 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 Senior Vice President, Legal, Regulatory, and Corporate Affairs for Cognizant Technology Solutions, a Fortune 200 information technology services and consulting company. 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. At Cognizant, Ms. Young serves as Senior Vice President, Legal, Regulatory, and Corporate Affairs. 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 current role, Ms. Young addresses 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 serves as a board member of the Information Technology Industry Council, the IT industry’s global trade association, and is a member of the International Republican Institute’s Business Advisory Council. She was previously a member of the U.S. Chamber of Commerce Litigation Center’s Technology Advisory Committee. 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: At Cognizant, Ms. Young oversees 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. She serves as a board member on the U.S.-India Business Council of the U.S. Chamber of Commerce, which works to create an inclusive bilateral trade environment between the two countries.
Skills and qualifications
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 28 |
2023 Director Compensation
2023 Director Compensation
2023 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 | 166,111 | 17,220 | 48,100 | 361,431 | | William E. Albrecht | 150,000 | 166,111 | – | 143,975 | 460,086 | | M. Katherine Banks | 130,000 | 166,111 | – | 83,465 | 379,576 | | Alan M. Bennett | 155,000 | 166,111 | 18,417 | 168,722 | 508,250 | | Earl M. Cummings | 130,000 | 166,111 | – | 15,295 | 311,406 | | Murry S. Gerber | 150,000 | 166,111 | – | 117,584 | 433,695 | | Robert A. Malone | 165,000 | 166,111 | – | 130,804 | 461,915 | | Bhavesh V. Patel | 130,000 | 166,111 | 1,490 | 130,131 | 427,732 | | Maurice S. Smith(1) | 111,222 | 281,882 | – | 2,487 | 395,591 | | Janet L. Weiss(1) | 111,222 | 281,882 | – | 114,327 | 507,431 | | Tobi M. Edwards Young | 130,000 | 166,111 | – | 6,052 | 302,163 | | Milton Carroll | 150,000 | 166,111 | 3,617 | 142,383 | 462,111 |
2023 Director Compensation
| (1) Mr. Smith and Ms. Weiss joined the Board on February 21, 2023. The Stock Awards each received include a prorated award when they joined the Board and the grant in December received by all of the non-management Directors. |
2023 Director Compensation
Fees Earned or Paid In Cash. The amounts in this column represent retainer fees earned in fiscal year 2023, but not necessarily paid in 2023. 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 2023. 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, 2023, by non-management Directors are:
2023 Director Compensation
| Name | Restricted Shares | Outstanding RSUs | Deferred RSUs | SEUs | | Abdulaziz F. Al Khayyal | – | – | 62,317 | 18,490 | | William E. Albrecht | – | – | 54,545 | – | | M. Katherine Banks | – | 4,826 | 13,144 | – | | Alan M. Bennett | 25,236 | – | 73,389 | 40,149 | | Earl M. Cummings | – | – | 4,826 | – | | Murry S. Gerber | 2,000 | 4,826 | – | – | | Robert A. Malone | 14,843 | 4,826 | – | – | | Bhavesh V. Patel | – | – | 26,075 | 6,601 | | Maurice S. Smith | – | – | 8,683 | 3,113 | | Janet L. Weiss | – | 8,633 | – | – | | Tobi M. Edwards Young | – | 4,826 | – | – | | Milton Carroll | 20,271 | – | 73,389 | 67,355 |
2023 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, 2023. The 120% Annual AFR rate used for determining above-market earnings in 2023 was 6.05%. The average director earnings for the balances associated with the Directors’ Deferred Compensation Plan were 8.41% for 2023. The average above-market earnings associated with this plan equalled 2.36% (8.41% minus 6.05%) for 2023.
2023 Director Compensation
| HALLIBURTON | 2024 Proxy Statement | 31 |
2023 Director Compensation
All Other Compensation. This column includes compensation related to the matching gift programs under the Halliburton Foundation and for 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 2023 are: Mr. Albrecht - $112,500; Dr. Banks - $74,502; Mr. Bennett - $78,750; Mr. Carroll - $45,000; Mr. Cummings - $11,250; Mr. Gerber - $112,500; Mr. Malone - $112,500; Mr. Patel - $112,500; Ms. Weiss - $112,500; and Ms. Young - $1,125. HALPAC matching contributions are: 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 - $642; Mr. Bennett - $16,151; Mr. Carroll - $12,973; Mr. Cummings - $4,045; Mr. Gerber - $5,084; Mr. Malone - $13,304; Ms. Weiss - $1,827; and Ms. Young - $4,927. Directors who received dividend equivalents attributable to their stock equivalents account under the Directors’ Deferred Compensation Plan are: Mr. Al Khayyal - $11,705; Mr. Bennett - $25,416; Mr. Carroll - $41,005; Mr. Patel - $4,179; and Mr. Smith - $651. Directors who received dividend equivalents attributable to their deferred RSUs under the Directors’ Deferred Compensation Plan are: Mr. Al Khayyal - $36,395; Mr. Albrecht - $31,475; Dr. Banks - $8,321; Mr. Bennett - $43,405; Mr. Carroll - $43,405; Mr. Patel - $13,452; and Mr. Smith - $1,836.
2023 Director Compensation
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 32 |
Straight from the Boardroom: Talking with Murry S. Gerber
| Q | How do you feel about Halliburton’s 2023 say-on-pay vote result following the 2023 Annual Meeting? | | A | We're pleased with the nearly 80% support we garnered at our 2023 Annual Meeting for our program, and we remain committed to actively seeking investor feedback. This commitment stems from the recognition that the influence of just one major shareholder can considerably sway our voting outcomes. The events of 2023 exemplify this, as the vast majority of our shareholders endorsed our program, but one large shareholder voted against the proposal. Because we want to listen to each shareholder who has concerns, we increased our efforts to engage with this shareholder and we believe that engagement provided each of us with a stronger relationship and an opportunity to learn from each other. | | Q | What did you focus on during the discussions with this shareholder? | | A | Through engagement feedback, we learned that this shareholder had specific questions about the size and scope of Halliburton's Comparator Peer Group. Additionally, we learned that they found it difficult to compare actual compensation among competitors, given differences in each company's respective data set and compensation design. | | Q | What did you learn and how are you responding? | | A | (1) As to the question about peer groups: With support from our independent compensation consultant, we reviewed how Halliburton’s Comparator Peer Group compares to the peer groups developed by the proxy advisory firms, and our direct competitors. The data shows a solid overlap and similarity of Halliburton’s selected peers with those of the proxy advisory firms’ and the peer groups disclosed by our direct competitors. We showed that removing or adding specific companies to or from the peer group would not materially change CEO target total compensation. Hearing this feedback, we also engaged with other shareholders and the proxy advisors on the same point and received positive feedback that we had an appropriate peer group. The Compensation Committee considered all of this feedback and remains committed to the disclosed Comparator Peer Group as the right one for Halliburton. | | | (2) As to actual compensation comparison data: When we revised our compensation program in the past, we did so with clear direction from our shareholders on its composition. As a result, our approach to long-term incentives is slightly different from that of our peers and that difference requires data to make accurate comparisons. At Halliburton, our long-term incentive is paid 50% in cash and 50% in shares and our competitors pay 100% in shares. Those two different methods of compensation required different disclosures. Through engagement, we learned that some shareholders would best be served with additional insight to accurately compare how Halliburton compensates its executives against the methods used by our peers. To respond, the Compensation Committee enhanced this CD&A with a “Determination of CEO Target Total Compensation” section to demonstrate that CEO target total compensation is strongly aligned with our direct peers. | | Q | Why does Halliburton pay 50% of long-term incentives in cash? | | A | When we modified our long-term incentives in 2020 to change from 100% cash to 50% cash and 50% stock, we did so only after extensive engagement with our major shareholders and with their support. What we heard from shareholders and from independent compensation consultants is that cash is less dilutive to shareholders than shares and paying a portion of the award in cash reduces the need for executives to sell shares. Using a mix of 50% cash and 50% shares also provides important balance between incentives that align management with shareholder interests, especially in cyclical industries or volatile market conditions. |
Determination of CEO Target Total Compensation
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
| • | 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 mix of relative and absolute financial metrics | | No repricing of underwater stock options | | | The majority of total direct compensation opportunity is 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 | | | Rigorous oversight of incentive metrics, goals, and 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 2023
| | Reward Element | Objective | Key Features | How Award Value is Determined | 2023 Decisions | | FIXED | Base Salary | To compensate executives based on their responsibilities, experience, and skillset. | 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 50. | | 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 2023. Returned to a 12-month performance measurement period. | | | 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 2023 performance units measured against ROCE performance relative to performance peers and including a relative TSR modifier. Restricted stock grants have time-based vesting and value is driven by our share price. | Award values were targeted at the market median for 2023. Increased relative ROCE performance required for a target PUP payout from median performance to the 55th percentile. Capped the payout of the primary metric (relative ROCE) to target level when average HAL ROCE for the applicable three-year performance period is negative; TSR modifier still applies. |
Use of Independent Consultants and Advisors
| • | 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. |
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 determine actual award payouts, to ensure that it provides competitive compensation opportunities and approves actual compensation outcomes that are aligned with shareholder expectations. 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 2023 plan year. | | • | Performance Peer Group — used to assess relative ROCE performance over a three-year performance period for determining PUP payouts. | | • | Oilfield Services Index (OSX) — used to assess relative TSR performance and adds a long-term performance component to the PUP directly linked to stock price (modifier imposes an award penalty for bottom quartile performance and provides an incentive for top quartile performance). |
2023 Comparator Peer Group
2023 Comparator Peer Group The Compensation Committee regularly assesses the market competitiveness of the Company’s executive compensation program based on data from a comparator peer group. The companies comprising the Comparator Peer Group are reviewed annually by the Committee and selected based on the following considerations:
2023 Comparator Peer Group
| • | Market capitalization; | | • | Revenue and number of employees; | | • | Global impact and reach; and | | • | Industry affiliation. |
2023 Comparator Peer Group
Industry affiliation includes companies that are involved in the oil and natural gas and energy services industries. With data provided by the independent compensation consultant, the Compensation Committee reviews the Comparator Peer Group annually to ensure relevance. There are challenges developing a comparator peer group based solely on our industry affiliation as the majority of our direct peers are significantly smaller in size and scale of operations. Consequently, expansion beyond the direct industry is necessary to maintain a sufficient sample size of suitable comparison companies. The 2023 Comparator Peer Group was composed of the following peer companies within the energy industry, as well as selected companies representing general industry. The 2023 Comparator Peer Group is unchanged from 2022. This peer group was utilized to determine market levels of total compensation for the 2023 plan year:
2023 Comparator Peer Group
| 3M Company | Hess Corporation | | Apache Corporation | Honeywell International Inc. | | Baker Hughes Company | Johnson Controls International plc | | Caterpillar Inc. | NOV Inc. | | ConocoPhillips | Occidental Petroleum Corporation | | Deere and Company | SLB | | Emerson Electric Co. | Transocean Ltd. | | Fluor Corporation | Weatherford International plc |
2023 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 months 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 that 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.
2023 Comparator Peer Group
| HALLIBURTON | 2024 Proxy Statement | 49 |
2023 Performance Peer Group
2023 Performance Peer Group For determining PUP award payouts, the Compensation Committee measures 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 domestic and international exploration and production companies. 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. For the 2023 PUP cycle, the Compensation Committee set the performance measures on a 100% relative ROCE basis with relative performance to be measured as of the three-year period ending December 31, 2025. The Performance Peer Group used for the 2023 PUP consists of the following companies, and is unchanged from the Performance Peer Group from 2022:
2023 Performance Peer Group
| Apache Corporation | Nabors Industries Ltd. | | Baker Hughes Company | NOV Inc. | | Chesapeake Energy Corporation | SLB | | Devon Energy Corporation | TechnipFMC plc | | Hess Corporation | Transocean Ltd. | | Marathon Oil Corporation | Weatherford International plc | | Murphy Oil Corporation | The Williams Companies, Inc. |
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:
Base Salary
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 salary effective January 1, 2023. Mr. Miller’s base salary was increased from $1.5 million to $1.6 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 (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.
2023 Financial Metrics
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 awards 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, which can similarly impact the difficulty of achieving the goals. 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.
2023 Performance Results
| Category | Weight | Performance Measures | Threshold | Target | Maximum | Actual | | Financial | 60% | Net Operating Profit After Tax | $2.866B | $3.125B | $3.383B | $3.040B | | | 20% | Asset Turns | 1.852 | 1.890 | 1.928 | 1.878 | | Non-Financial Strategic | 10% | Sustainability | | | | Achieved | | | 10% | Diversity and Inclusion | | | | 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 perspective 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 maintaining an incentive to meet performance goals. For the 2023 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 dividend or dividend equivalent payments. |
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. 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 2023 plan year, the Compensation Committee approved restricted stock and performance shares grants in January 2023. 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 2023 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 2023 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 2023 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, 2025.
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 Performance Peer Group used for the PUP is comprised of oilfield equipment and services companies and domestic and international exploration and production companies. 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 2023 Performance Peer Group is listed on page 50 of this CD&A. 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
| Why ROCE? | | | | | | Highly correlated to stock price performance over the long-term, applying drivers that management can directly influence. | | Overwhelmingly supported by 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 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 the Oilfield Services Index (OSX), 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
| | | | Relative TSR Modifier | | | | | | | Lower Quartile Performance ≤25th percentile | 2nd/3rd Quartile Performance >25th percentile & <75th percentile | Upper Quartile Performance ≥75th percentile | | | | Unadjusted Incentive Opportunity | | MULTIPLIER(2) | | | | | | 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%) | | | Plan 50th 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%) |
Performance Matrix
| (1) If Halliburton’s relative ROCE performance ranking is between the 25th and 75th percentiles, the payout will be interpolated accordingly. | | (2) If TSR is in the upper quartile but negative, the TSR Modifier will not apply. |
2021 PUP Cycle Results
2021 PUP Cycle Results The incentive opportunity set for our NEOs for the 2021 PUP cycle was based on Halliburton’s ROCE performance relative to that of our Performance Peer Group for the three-year period ending December 31, 2023. For this cycle, we achieved ROCE of 14.6% which was above the 75th percentile of our Performance Peer Group’s ROCE of 13.4%, yielding an award paid at 200% of the target opportunity level. For the three-year period ending December 31, 2023, we achieved TSR of 95.4%, which was between the 50th and 75th percentile relative to the OSX and yielded no modification to the payout. 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 2021 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 2023 Option Exercises and Stock Vested Table.
Performance Matrix
| | | | Relative TSR Modifier | | | | | | | Lower Quartile Performance ≤25th percentile | 2nd/3rd Quartile Performance >25th percentile & <75th percentile | Upper Quartile Performance ≥75th percentile | | | | Unadjusted Incentive Opportunity(2) | | 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%) | | | Plan 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%) |
Performance Matrix
| (1) If Halliburton’s relative ROCE performance ranking is between the 25th and 75th percentiles, the payout will be interpolated accordingly. | | (2) If Halliburton’s relative ROCE three-year average is negative, the payout will be capped at the target level. The TSR modifier still applies. | | (3) If TSR is in the upper quartile but negative, the TSR Modifier will not apply. |
Hedging and Pledging 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, our three other most highly compensated executive officers, and our former President – Eastern Hemisphere for the fiscal year ended December 31, 2023.
Summary Compensation Table
| Name and 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, President and Chief Executive Officer | 2023 | 1,600,000 | – | 7,017,625 | – | 10,634,648 | – | 659,119 | 19,911,392 | | | 2022 | 1,500,000 | – | 7,239,220 | – | 14,009,829 | 6,251 | 647,017 | 23,402,317 | | | 2021 | 1,500,000 | – | 6,300,070 | – | 14,131,664 | 242,327 | 1,417,921 | 23,591,982 | | Eric J. Carre Executive Vice President and Chief Financial Officer | 2023 | 875,000 | – | 1,960,093 | – | 3,077,718 | – | 412,825 | 6,325,636 | | | 2022 | 825,000 | – | 2,046,769 | – | 3,896,349 | 2,844 | 329,499 | 7,100,461 | | | 2021 | 800,000 | – | 1,710,830 | – | 4,417,392 | 90,828 | 608,429 | 7,627,479 | | Van H. Beckwith Executive Vice President, Secretary and Chief Legal Officer | 2023 | 800,000 | – | 1,960,093 | – | 3,034,884 | – | 352,988 | 6,147,965 | | Lawrence J. Pope Executive Vice President, Administration and Chief Human Resources Officer | 2023 | 800,000 | – | 1,960,093 | – | 3,070,634 | – | 129,323 | 5,960,050 | | | 2022 | 750,000 | – | 2,046,769 | – | 3,860,548 | 4,581 | 123,494 | 6,785,392 | | Mark J. Richard President – Western Hemisphere | 2023 | 900,000 | – | 2,556,249 | – | 3,866,122 | 95,351 | 735,714 | 8,153,436 | | | 2022 | 850,000 | – | 2,555,241 | – | 4,870,848 | 1,972 | 714,490 | 8,992,551 | | | 2021 | 810,000 | – | 2,217,592 | – | 5,540,776 | 205,693 | 1,321,497 | 10,095,558 | | Joe D. Rainey(1) Former President – Eastern Hemisphere | 2023 | 910,000 | – | 2,556,249 | – | 3,926,914 | 172,425 | 2,638,026 | 10,203,614 | | | 2022 | 910,000 | – | 2,555,241 | – | 5,002,848 | 5,303 | 1,298,957 | 9,772,349 | | | 2021 | 910,000 | – | 2,258,133 | – | 5,760,776 | 541,642 | 2,200,075 | 11,670,626 |
Summary Compensation Table
| (1) Mr. Rainey served as an executive officer until March 13, 2023, and retired on December 31, 2023. |
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 2023. 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 have no correlation to the amounts reported above. Non-Equity Incentive Plan Compensation. The Non-Equity Incentive Plan Compensation column reflects amounts earned in 2023 for the 2023 Halliburton Annual Performance Pay Plan and the award amount payable in cash for the 2021 PUP cycle. The 2023 Halliburton Annual Performance Pay Plan amounts paid to each NEO are: $2,025,088 for Mr. Miller; $738,308 for Mr. Carre; $675,024 for Mr. Beckwith; $675,024 for Mr. Pope; $835,362 for Mr. Richard; and $844,644 for Mr. Rainey. The 2021 PUP cycle amounts paid to each NEO are: $8,609,560 for Mr. Miller; $2,339,410 for Mr. Carre; $2,359,860 for Mr. Beckwith; $2,395,610 for Mr. Pope; $3,030,760 for Mr. Richard; and $3,082,270 for Mr. Rainey. The amounts paid to the NEOs for the 2021 PUP cycle differ from what is shown in the Grants
Summary Compensation Table
| HALLIBURTON | 2024 Proxy Statement | 61 |
Summary Compensation Table
of Plan-Based Awards in Fiscal Year 2023 table under Estimated Future Payments Under Non-Equity Incentive Plan Awards. That table indicates the potential award amounts payable in cash under the 2023 PUP cycle, which will close on December 31, 2025. 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 document and the Internal Revenue Service Annual Long-Term 120% AFR rate as of December 31, 2023. The 120% Annual AFR rate used for determining above-market earnings in 2023 was 6.05%. 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 6.05% is above the interest rate earned by participants, there were no above-market earnings for the Supplemental Executive Retirement Plan for 2023. 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 or greater than 10% per annum. Because the 120% Annual AFR rate of 6.05% is above the 6% interest rate earned by participants, there were no above-market earnings for the Benefit Restoration Plan for 2023. Elective Deferral Plan Above-Market Earnings. The average NEO earnings for the balances associated with the Elective Deferral Plan were 12.54% for 2023. The above-market earnings associated with this plan equalled 6.49% (12.54% minus 6.05%) for 2023. NEOs earned above-market earnings for their balances associated with the plan as follows: $95,351 for Mr. Richard; and $172,425 for Mr. Rainey. The amounts shown in this column differ from the amounts shown for the Supplemental Executive Retirement Plan, the Benefit Restoration Plan, and the Elective Deferral Plan in the 2023 Nonqualified Deferred Compensation table under the Aggregate Earnings in Last Fiscal Year column because that table includes all earnings and losses, and the Summary Compensation Table shows above-market earnings only. All Other Compensation. Detailed information for amounts included in the All Other Compensation column can be found in the Supplemental Table: All Other Compensation.
Grants of Plan-Based Awards in Fiscal 2023
Grants of Plan-Based Awards in Fiscal 2023 The following table represents amounts associated with the 2023 Performance Unit Program cycle, the 2023 Annual Performance Pay Plan, and restricted stock awards granted in 2023 to our NEOs.
Grants of Plan-Based Awards in Fiscal 2023
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Options Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jeffrey A. Miller | | 883,750 | 3,535,000 | 7,070,000(1) | | | | | | | | | 768,000 | 2,400,000 | 4,800,000(2) | | | | | | | | 1/3/2023 | | | | 23,872 | 95,489 | 190,978(3) | | 3,596,116 | | | 1/3/2023 | | | | | | | 81,848 | 3,082,396 | | Eric J. Carre | | 246,838 | 987,350 | 1,974,700(1) | | | | | | | | | 280,000 | 875,000 | 1,750,000(2) | | | | | | | | 1/3/2023 | | | | 6,668 | 26,671 | 53,342(3) | | 1,004,430 | | | 1/3/2023 | | | | | | | 22,861 | 860,945 | | Van H. Beckwith | | 246,838 | 987,350 | 1,974,700(1) | | | | | | | | | 256,000 | 800,000 | 1,600,000(2) | | | | | | | | 1/3/2023 | | | | 6,668 | 26,671 | 53,342(3) | | 1,004,430 | | | 1/3/2023 | | | | | | | 22,861 | 860,945 | | Lawrence J. Pope | | 246,838 | 987,350 | 1,974,700(1) | | | | | | | | | 256,000 | 800,000 | 1,600,000(2) | | | | | | | | 1/3/2023 | | | | 6,668 | 26,671 | 53,342(3) | | 1,004,430 | | | 1/3/2023 | | | | | | | 22,861 | 860,945 | | Mark J. Richard | | 321,913 | 1,287,650 | 2,575,300(1) | | | | | | | | | 316,800 | 990,000 | 1,980,000(2) | | | | | | | | 1/3/2023 | | | | 8,696 | 34,783 | 69,566(3) | | 1,309,928 | | | 1/3/2023 | | | | | | | 29,814 | 1,122,795 | | Joe D. Rainey | | 321,913 | 1,287,650 | 2,575,300(1) | | | | | | | | | 320,320 | 1,001,000 | 2,002,000(2) | | | | | | | | 1/3/2023 | | | | 8,696 | 34,783 | 69,566(3) | | 1,309,928 | | | 1/3/2023 | | | | | | | 29,814 | 1,122,795 |
Grants of Plan-Based Awards in Fiscal 2023
| (1) Cash opportunity levels for the 2023 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 2023 Halliburton Annual Performance Pay Plan. | | (3) Share opportunity levels for the 2023 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. |
Grants of Plan-Based Awards in Fiscal 2023
As indicated by footnotes (1) and (3), the cash opportunities for each NEO for the 2023 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 2023 PUP cycle, refer to Long-term Incentives in Compensation Discussion and Analysis. As indicated by footnote (2), the opportunities for each NEO under the 2023 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 2023 Halliburton Annual Performance Pay Program, refer to Short-term (Annual) Incentive in Compensation Discussion and Analysis.
Grants of Plan-Based Awards in Fiscal 2023
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 64 |
Grants of Plan-Based Awards in Fiscal 2023
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 on the date indicated by the Compensation Committee. The restricted stock grants awarded to the NEOs during 2023 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 $0.16 per share during each quarter of 2023. 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. The performance shares grants awarded to the NEOs during 2023 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 underlying shares of Company common stock are delivered.
Outstanding Equity Awards at Fiscal Year End 2023
Outstanding Equity Awards at Fiscal Year End 2023 The following table represents outstanding stock option, restricted stock, and performance share awards for our NEOs as of December 31, 2023. 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 $36.15 on December 29, 2023.
Outstanding Equity Awards at Fiscal Year End 2023
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 | 12/3/2014 | 115,100 | – | 40.75 | 12/3/2024 | – | – | – | – | | | 12/2/2015 | 99,200 | – | 38.95 | 12/2/2025 | – | – | – | – | | | 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 | – | – | – | – | | | 12/4/2019 | – | – | | | 33,386 | 1,206,904 | – | – | | | 12/2/2020 | – | – | | | 106,560 | 3,852,144 | – | – | | | 1/3/2022 | – | – | | | 106,471 | 3,848,927 | – | – | | | 1/3/2022 | – | – | | | – | – | 155,271 | 5,613,047 | | | 1/3/2023 | – | – | | | 81,848 | 2,958,805 | – | – | | | 1/3/2023 | – | – | | | – | – | 95,489 | 3,451,927 | | TOTAL | | 583,500 | – | | | 328,265 | 11,866,780 | 250,760 | 9,064,974 |
Outstanding Equity Awards at Fiscal Year End 2023
| HALLIBURTON | 2024 Proxy Statement | 65 |
Outstanding Equity Awards at Fiscal Year End 2023
| | | 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 ($) | | Eric J. Carre | 1/2/2014 | 8,300 | – | 50.01 | 1/2/2024 | – | – | – | – | | | 1/2/2015 | 24,750 | – | 39.49 | 1/2/2025 | – | – | – | – | | | 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 | – | – | – | – | | | 12/4/2019 | – | – | | | 7,900 | 285,585 | – | – | | | 12/2/2020 | – | – | | | 28,920 | 1,045,458 | – | – | | | 1/3/2022 | – | – | | | 30,103 | 1,088,224 | – | – | | | 1/3/2022 | – | – | | | – | – | 43,900 | 1,586,985 | | | 1/3/2023 | – | – | | | 22,861 | 826,425 | – | – | | | 1/3/2023 | – | – | | | – | – | 26,671 | 964,157 | | TOTAL | | 157,209 | – | | | 89,784 | 3,245,692 | 70,571 | 2,551,142 | | Van H. Beckwith | 1/15/2020 | 54,348 | – | 23.57 | 1/15/2030 | – | – | – | – | | | 1/15/2020 | – | – | | | 11,879 | 429,426 | – | – | | | 12/2/2020 | – | – | | | 29,200 | 1,055,580 | – | – | | | 1/3/2022 | – | – | | | 30,103 | 1,088,223 | – | – | | | 1/3/2022 | – | – | | | – | – | 43,900 | 1,586,985 | | | 1/3/2023 | – | – | | | 22,861 | 826,425 | – | – | | | 1/3/2023 | – | – | | | – | – | 26,671 | 964,157 | | TOTAL | | 54,348 | – | | | 94,043 | 3,399,654 | 70,571 | 2,551,142 | | Lawrence J. Pope | 12/3/2014 | 47,400 | – | 40.75 | 12/3/2024 | – | – | – | – | | | 12/2/2015 | 44,500 | – | 38.95 | 12/2/2025 | – | – | – | – | | | 12/7/2016 | 30,500 | – | 53.54 | 12/7/2026 | – | – | – | – | | | 12/6/2017 | 34,300 | – | 43.38 | 12/6/2027 | – | – | – | – | | | 12/5/2018 | 51,100 | – | 31.44 | 12/5/2028 | – | – | – | – | | | 12/4/2019 | – | – | | | 8,280 | 299,322 | – | – | | | 12/2/2020 | – | – | | | 29,680 | 1,072,932 | – | – | | | 1/3/2022 | – | – | | | 30,103 | 1,088,224 | – | – | | | 1/3/2022 | – | – | | | – | – | 43,900 | 1,586,985 | | | 1/3/2023 | – | – | | | 22,861 | 826,425 | – | – | | | 1/3/2023 | – | – | | | – | – | 26,671 | 964,157 | | TOTAL | | 207,800 | – | | | 90,924 | 3,286,903 | 70,571 | 2,551,142 |
Outstanding Equity Awards at Fiscal Year End 2023
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 66 |
Outstanding Equity Awards at Fiscal Year End 2023
| | | 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 | 1/2/2014 | 7,900 | – | 50.01 | 1/2/2024 | – | – | – | – | | | 1/2/2015 | 14,807 | – | 39.49 | 1/2/2025 | – | – | – | – | | | 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 | – | – | – | – | | | 12/4/2019 | – | – | | | 10,520 | 380,298 | – | – | | | 12/2/2020 | – | – | | | 37,520 | 1,356,348 | – | – | | | 1/3/2022 | – | – | | | 37,581 | 1,358,553 | – | – | | | 1/3/2022 | – | – | | | – | – | 54,806 | 1,981,237 | | | 1/3/2023 | – | – | | | 29,814 | 1,077,776 | – | – | | | 1/3/2023 | – | – | | | – | – | 34,783 | 1,257,405 | | TOTAL | | 136,373 | – | | | 115,435 | 4,172,975 | 89,589 | 3,238,642 | | Joe D. Rainey(1) | 12/3/2014 | 59,500 | – | 40.75 | 12/3/2024 | – | – | – | – | | | 12/2/2015 | 58,700 | – | 38.95 | 12/2/2025 | – | – | – | – | | | 12/7/2016 | 40,100 | – | 53.54 | 12/7/2026 | – | – | – | – | | | 12/6/2017 | 45,900 | – | 43.38 | 12/6/2027 | – | – | – | – | | | 12/5/2018 | 66,800 | – | 31.44 | 12/5/2028 | – | – | – | – | | | 1/3/2022 | – | – | | | – | – | 54,806 | 1,981,237 | | | 1/3/2023 | – | – | | | – | – | 34,783 | 1,257,405 | | TOTAL | | 271,000 | – | | | – | – | 89,589 | 3,238,642 |
Outstanding Equity Awards at Fiscal Year End 2023
| (1) As a result of his retirement, Mr. Rainey’s restricted stock units were vested and his outstanding options maintained their original vesting schedules and expiration dates. |
Outstanding Equity Awards at Fiscal Year End 2023
Stock options. The awards vest annually in equal amounts over three-year vesting schedules. 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.
Outstanding Equity Awards at Fiscal Year End 2023
| HALLIBURTON | 2024 Proxy Statement | 67 |
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested The following table represents stock options exercised and restricted stock and performance shares that vested during fiscal year 2023 for our NEOs.
2023 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 | – | – | 754,845 | 27,455,282 | | Eric J. Carre | – | – | 204,526 | 7,438,226 | | Van H. Beckwith | – | – | 325,746 | 12,677,120 | | Lawrence J. Pope | – | – | 209,606 | 7,622,946 | | Mark J. Richard | – | – | 265,456 | 9,663,152 | | Joe D. Rainey | – | – | 385,711(1) | 14,001,671 |
2023 Option Exercises and Stock Vested
| (1) Includes 116,115 shares that vested upon Mr. Rainey’s retirement. |
2023 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 2023. 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 29, 2023) by the number of shares that vested.
2023 Nonqualified Deferred Compensation
2023 Nonqualified Deferred Compensation The 2023 Nonqualified Deferred Compensation table reflects balances in our nonqualified plans as of January 1, 2023, contributions made by the NEO and us during 2023, earnings (the net of the gains and losses on funds, as applicable), distributions, and the ending balance as of December 31, 2023. The plans are described in Compensation Discussion and Analysis.
2023 Nonqualified Deferred Compensation
| Name | Plan | 01/01/23 Balance ($) | Executive Contributions In Last Fiscal Year ($) | Registrant Contributions In Last Fiscal Year ($) | Aggregate Earnings In Last Fiscal Year ($) | Aggregate Distributions ($) | Aggregate Balance At Last Fiscal Year End ($) | | Jeffrey A. Miller | SERP | 10,017,343 | – | 82,000 | 512,431 | – | 10,611,774 | | | Benefit Restoration | 935,329 | – | 88,900 | 56,324 | – | 1,080,553 | | | TOTAL | 10,952,672 | – | 170,900 | 568,755 | – | 11,692,327 | | Eric J. Carre | SERP | 3,989,815 | – | 198,000 | 204,049 | – | 4,391,864 | | | Benefit Restoration | 423,829 | – | 38,150 | 25,481 | – | 487,460 | | | TOTAL | 4,413,644 | – | 236,150 | 229,530 | – | 4,879,324 | | Van H. Beckwith | SERP | 839,532 | – | 184,000 | 42,893 | – | 1,066,425 | | | Benefit Restoration | 82,063 | – | 32,900 | 4,931 | – | 119,894 | | | TOTAL | 921,595 | – | 216,900 | 47,824 | – | 1,186,319 | | Lawrence J. Pope | SERP | 3,759,362 | – | – | 192,320 | – | 3,951,682 | | | Benefit Restoration | 654,646 | – | 32,900 | 39,361 | – | 726,907 | | | TOTAL | 4,414,008 | – | 32,900 | 231,681 | – | 4,678,589 |
2023 Nonqualified Deferred Compensation
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 68 |
2023 Nonqualified Deferred Compensation
| Name | Plan | 01/01/23 Balance ($) | Executive Contributions In Last Fiscal Year ($) | Registrant Contributions In Last Fiscal Year ($) | Aggregate Earnings In Last Fiscal Year ($) | Aggregate Distributions ($) | Aggregate Balance At Last Fiscal Year End ($) | | Mark J. Richard | SERP | 4,423,430 | – | 531,000 | 226,141 | – | 5,180,571 | | | Benefit Restoration | 306,970 | – | 39,900 | 18,454 | – | 365,324 | | | Elective Deferral | 1,010,124 | – | – | 156,463 | 242,257 | 924,330 | | | TOTAL | 5,740,524 | – | 570,900 | 401,058 | 242,257 | 6,470,225 | | Joe D. Rainey | SERP | 8,752,114 | – | – | 447,737 | – | 9,199,851 | | | Benefit Restoration | 764,225 | – | 40,600 | 45,949 | – | 850,774 | | | Elective Deferral | 4,877,965 | – | – | 467,541 | – | 5,345,506 | | | TOTAL | 14,394,304 | – | 40,600 | 961,227 | – | 15,396,131 |
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, 2023. Mr. Rainey is not included in the table because he retired on December 31, 2023.
Post-Termination or Change-in-Control Payments
| | | Termination Event | | | | | | | | Name | Payments | Resignation ($) | Early Retirement w/o Approval ($) | Early Retirement w/Approval ($) | Normal Retirement ($) | Term for Cause ($) | Term w/o Cause ($) | Change-in- Control w/ Qualifying Termination ($) | | Jeffrey A. Miller | Severance | – | – | – | – | – | 3,200,000 | 3,200,000 | | | Annual Perf. Pay Plan | – | – | – | – | – | – | – | | | Restricted Stock | – | – | 11,866,780 | 11,866,780 | – | 11,866,780 | 11,866,780 | | | Stock Options | – | – | – | – | – | – | – | | | Performance Cash | – | – | 8,817,666 | 8,817,666 | – | – | 7,058,100 | | | Performance Shares | – | – | 12,231,678 | 12,231,678 | – | – | 9,064,974 | | | Nonqualified Plans | 11,692,327 | 11,692,327 | 11,692,327 | 11,692,327 | 11,692,327 | 11,692,327 | 11,692,327 | | | Health Benefits | – | 12,000 | 12,000 | – | – | – | – | | | TOTAL | 11,692,237 | 11,704,327 | 44,620,451 | 44,608,451 | 11,692,327 | 26,759,107 | 42,882,181 | | Eric J. Carre | Severance | – | – | – | – | – | 1,750,000 | 1,750,000 | | | Annual Perf. Pay Plan | – | – | – | – | – | – | – | | | Restricted Stock | – | – | 3,245,692 | 3,245,692 | – | 3,245,692 | 3,245,692 | | | Stock Options | – | – | – | – | – | – | – | | | Performance Cash | – | – | 2,482,959 | 2,482,959 | – | – | 1,983,450 | | | Performance Shares | – | – | 2,966,361 | 2,966,361 | – | – | 2,551,142 | | | Nonqualified Plans | 4,879,325 | 4,879,325 | 4,879,325 | 4,879,325 | 4,879,325 | 4,879,325 | 4,879,325 | | | Health Benefits | – | – | – | – | – | – | – | | | TOTAL | 4,879,325 | 4,879,325 | 13,574,337 | 13,574,337 | 4,879,325 | 9,875,017 | 14,409,609 | | Van H. Beckwith | Severance | – | – | – | – | – | 1,600,000 | 1,600,000 | | | Annual Perf. Pay Plan | – | – | – | – | – | – | – | | | Restricted Stock | – | – | 3,399,654 | 3,399,654 | – | 3,399,654 | 3,399,654 | | | Stock Options | – | – | – | – | – | – | – | | | Performance Cash | – | – | 2,482,959 | 2,482,959 | – | – | 1,983,450 | | | Performance Shares | – | – | 2,966,361 | 2,966,361 | – | – | 2,551,142 | | | Nonqualified Plans | 119,894 | 119,894 | 119,894 | 119,894 | 119,894 | 119,894 | 119,894 | | | Health Benefits | – | – | – | – | – | – | – | | | TOTAL | 119,894 | 119,894 | 8,968,868 | 8,968,868 | 119,894 | 5,119,548 | 9,654,140 |
Post-Termination or Change-in-Control Payments
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 70 |
Post-Termination or Change-in-Control Payments
| | | Termination Event | | | | | | | | Name | Payments | Resignation ($) | Early Retirement w/o Approval ($) | Early Retirement w/Approval ($) | Normal Retirement ($) | Term for Cause ($) | Term w/o Cause ($) | Change-in- Control w/ Qualifying Termination ($) | | Lawrence J. Pope | Severance | – | – | – | – | – | 1,600,000 | 1,600,000 | | | Annual Perf. Pay Plan | – | – | – | – | – | – | – | | | Restricted Stock | – | – | 3,286,903 | 3,286,903 | – | 3,286,903 | 3,286,903 | | | Stock Options | – | – | – | – | – | – | – | | | Performance Cash | – | – | 2,482,959 | 2,482,959 | – | – | 1,983,450 | | | Performance Shares | – | – | 2,966,361 | 2,966,361 | – | – | 2,551,142 | | | Nonqualified Plans | 4,678,589 | 4,678,589 | 4,678,589 | 4,678,589 | 4,678,589 | 4,678,589 | 4,678,589 | | | Health Benefits | – | – | – | – | – | – | – | | | TOTAL | 4,678,589 | 4,678,589 | 13,414,812 | 13,414,812 | 4,678,589 | 9,565,492 | 14,100,084 | | Mark J. Richard | Severance | – | – | – | – | – | 1,800,000 | 1,800,000 | | | Annual Perf. Pay Plan | – | – | – | – | – | – | – | | | Restricted Stock | – | – | 4,172,975 | 4,172,975 | – | 4,172,975 | 4,172,975 | | | Stock Options | – | – | – | – | – | – | – | | | Performance Cash | – | – | 3,145,625 | 3,145,625 | – | – | 2,531,200 | | | Performance Shares | – | – | 3,721,173 | 3,721,173 | – | – | 3,238,642 | | | Nonqualified Plans | 6,470,223 | 6,470,223 | 6,470,223 | 6,470,223 | 6,470,223 | 6,470,223 | 6,470,223 | | | Health Benefits | – | 12,000 | 12,000 | – | – | – | – | | | TOTAL | 6,470,223 | 6,482,223 | 17,521,996 | 17,509,996 | 6,470,223 | 12,443,198 | 18,213,040 |
Post-Termination or Change-in-Control Payments
Resignation. Resignation is defined as leaving employment with us voluntarily, without having attained early or normal retirement status (see the applicable sections below for information on what constitutes these statuses). Upon resignation, the following actions will occur for the NEO’s various elements of compensation:
Post-Termination or Change-in-Control Payments
| • | Severance Pay. No severance would be paid to the NEO. | | • | Annual Performance Pay Plan. No payment would be made to the NEO under the Performance Pay Plan. | | • | Restricted Stock. Any restricted stock holdings would be forfeited upon the date of resignation. Restricted stock holdings information can be found in the Outstanding Equity Awards at Fiscal Year End 2023 table. | | • | Stock Options. The NEO must exercise outstanding, vested options within 90 days after the NEO’s resignation or the options will be forfeited as per the terms of the stock option agreements. Any unvested stock options would be forfeited. Stock option information can be found in the Outstanding Equity Awards at Fiscal Year End 2023 table. | | • | Performance Cash. The NEO would not be eligible to receive payments under the Performance Unit Program. | | • | Performance Shares. The NEO would not be eligible to receive performance shares under the Performance Unit Program. | | • | Nonqualified Plans. The NEO is entitled to any vested benefits under the applicable nonqualified plans as shown in the 2023 Nonqualified Deferred Compensation table. Payments from the Supplemental Executive Retirement Plan and Benefit Restoration Plan are paid out of an irrevocable grantor trust. The principal and income of the trust are treated as our assets and income for federal income tax purposes and are subject to the claims of our general creditors to the extent provided in the plan. The Elective Deferral Plan is unfunded and we make payments from our general assets. Payments from these plans may be paid in a lump sum or in annual installments for a maximum ten-year period. | | • | Health Benefits. The NEO is not eligible for the $12,000 credit to assist in paying for retiree medical costs. |
Post-Termination or Change-in-Control Payments
Early Retirement. A NEO becomes eligible for early retirement when the NEO has attained age 55 with ten years of service or when the NEO’s age and years of service equals 70 points. Eligibility for early retirement does not guarantee retention of stock awards (lapse of forfeiture restrictions on restricted stock and ability to exercise outstanding options for the remainder of the stated term) or the pro rata distribution of performance awards, if earned. Early retirement eligibility is a condition that must be met before the Compensation Committee will consider retention of stock awards and pro rata participation in performance awards upon separation from employment. For example, if a NEO is eligible for early retirement but is leaving us to go to work for a competitor, then the NEO’s stock awards would not be considered for retention. Early Retirement (Without Approval). The impact on the NEO’s various elements of compensation is the same as described under Resignation except as follows:
Post-Termination or Change-in-Control Payments
| • | Health Benefits. A NEO who was age 40 or older as of December 31, 2004, and qualifies for early retirement under our health and welfare plans, which require that the NEO has attained |
Post-Termination or Change-in-Control Payments
| HALLIBURTON | 2024 Proxy Statement | 71 |
Post-Termination or Change-in-Control Payments
age 55 with ten years of service or that the NEO’s age and years of service equals 70 points with a minimum of ten years of service, is eligible for a $12,000 credit toward retiree medical costs incurred prior to age 65. The credit is only applicable if the NEO chooses Halliburton retiree medical coverage. This benefit is amortized as a monthly credit applied to the cost of retiree medical coverage based on the number of months from the time of early retirement to age 65. For example, if a NEO is 10 years or 120 months away from age 65 at the time of the NEO’s early retirement, the NEO will receive a monthly credit in the amount of $100 ($12,000/120 months). Should the NEO choose not to elect coverage with Halliburton after the NEO’s separation, the NEO would not receive any cash in lieu of the credit. Early Retirement (With Approval). The following actions will occur for the NEO’s various elements of compensation:
Post-Termination or Change-in-Control Payments
| • | Severance Pay. No severance would be paid to the NEO. | | • | Annual Performance Pay Plan. If the NEO retires prior to the end of the plan year for any reason other than death or disability, he would forfeit any payment due under the plan, unless the Compensation Committee determines that the payment should be prorated for the partial plan year. | | • | Restricted Stock. Any stock holdings restrictions would lapse upon the date of retirement. Restricted stock holdings information can be found in the Outstanding Equity Awards at Fiscal Year End 2023 table. | | • | Stock Options. The NEO will be granted retention of the NEO’s option awards. The unvested awards will continue to vest per the vesting schedule outlined in the NEO stock option agreements and any vested options will not expire until 10 years from the grant award date. Stock option information can be found in the Outstanding Equity Awards at Fiscal Year End 2023 table. | | • | Performance Cash. The NEO will participate on a prorated basis for any PUP cycles that have not been completed at the time of the NEO’s retirement. These payments, if earned, are paid out and the NEO would receive payments at the same time as other participants, which is usually no later than March of the year following the close of the cycle. | | • | Performance Shares. The NEO will participate on a prorated basis for any PUP cycles that have not been completed at the time of the NEO’s retirement. The shares, if earned, are vested and the NEO would receive the performance shares at the same time as other participants, which is usually no later than March of the year following the close of the cycle. | | • | Nonqualified Plans. The NEO is entitled to any vested benefits under the applicable nonqualified plans as shown in the 2023 Nonqualified Deferred Compensation table. Refer above to Resignation for more information on Nonqualified Plans. | | • | Health Benefits. Same as described under Early Retirement (Without Approval). |
Post-Termination or Change-in-Control Payments
Normal Retirement. A NEO would be eligible for normal retirement should the NEO cease employment at age 65 or later. The impact on the NEO’s various elements of compensation is the same as described under Early Retirement (With Approval) except as follows:
Post-Termination or Change-in-Control Payments
| • | Health Benefits. The NEO is not eligible for the $12,000 credit to assist in paying for retiree medical costs. |
Post-Termination or Change-in-Control Payments
Termination (For Cause). Should we terminate a NEO for cause, such as violating our Code of Business Conduct, the impact on the NEO’s various elements of compensation is the same as described under Resignation. Termination (Without Cause). Should we terminate a NEO without cause, such as termination at our convenience, then the provisions of the NEO’s employment agreement related to severance payments and lapsing of stock restrictions would apply. Payments for these items are conditioned on a release agreement being executed by the NEO. The impact on the NEO’s various elements of compensation is the same as described under Normal Retirement except as follows:
Post-Termination or Change-in-Control Payments
| • | Severance Pay. Severance is paid according to terms of the applicable employment agreement. Each NEO would receive severance in the amount of two times base salary at the time of termination. | | • | Performance Cash. No payment would be paid to the NEO under the Performance Unit Program. | | • | Performance Shares. No performance shares would be vested under the Performance Unit Program. |
Post-Termination or Change-in-Control Payments
Change-in-Control with Qualifying Termination. Should we terminate a NEO in a Qualifying Termination as part of a change-in-control, then the provisions of the NEO’s employment agreement related to severance payments and lapsing of stock restrictions would apply. Payments for these items are conditioned on a release agreement being executed by the NEO. The impact on the NEO’s various elements of compensation is the same as described under Termination (Without Cause) except as follows:
Post-Termination or Change-in-Control Payments
| • | Annual Performance Pay Plan. A NEO experiencing a Qualifying Termination will be entitled to a payment equal to the target amount of the award the NEO would have been entitled to receive, without proration. Assuming the change-in-control occurred on the last business day of the year, no additional amounts under the plan would be paid. The actual amounts paid for 2023 are reflected in the Summary Compensation Table and described in the Non-Equity Incentive Plan Compensation narrative to that table. If a Qualifying Termination occurred on any other date, a NEO would receive the target amount of the award, as shown in the Grants of Plan-Based Awards in Fiscal 2023 table. | | • | Restricted Stock. Restricted shares granted under the Stock and Incentive Plan vest in the event of a Qualifying Termination. Restricted stock holdings information can be found in the Outstanding Equity Awards at Fiscal Year End 2023 table. |
Post-Termination or Change-in-Control Payments
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 72 |
Post-Termination or Change-in-Control Payments
| • | Performance Cash. A NEO experiencing a Qualifying Termination will be entitled to a payment equal to the target amount of the award the NEO would have been entitled to receive, without proration. Assuming the change-in-control occurred on the last business day of the year, no additional amounts under the PUP plan would be paid for the 2021 PUP cycle. The actual amounts paid for that cycle are reflected in the Summary Compensation Table and described in the Non-Equity Incentive Plan Compensation narrative to that table. The Post-Termination or Change-in-Control Payments table reflects the target award amounts that would be paid for the 2022 and 2023 PUP cycles. | | • | Performance Shares. A NEO experiencing a Qualifying Termination will be entitled to share vesting equal to the target amount of the award the NEO would have been entitled to receive, without proration. Assuming the change-in-control occurred on the last business day of the year, no additonal shares would vest under the PUP plan for the 2021 PUP cycle. The actual shares that vested for that cycle are reflected in a Form 4 filed by each NEO. The table reflects the target award shares that would vest, valued at the closing price of our common stock on the NYSE on December 29, 2023, for the 2022 and 2023 PUP cycles. |
Post-Termination or Change-in-Control Payments
A change-in-control without a Qualifying Termination has no effect on NEO compensation.
Post-Termination or Change-in-Control Payments
| HALLIBURTON | 2024 Proxy Statement | 73 |
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
| | Summary | Compensation | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year | Compensation Table Total for Jeffrey A. Miller(1) ($) | Actually Paid to Jeffrey A. Miller(1,2,3) ($) | Table Total for Non-PEO NEOs(1) ($) | Actually Paid to Non-PEO NEOs(1,2,3) ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | ROCE(5) | | 2023 | 19,911,392 | 20,834,868 | 7,358,140 | 7,347,798 | 156.92 | 115.10 | 2,662 | 18.1% | | 2022 | 23,402,317 | 64,585,671 | 8,040,278 | 19,847,918 | 167.76 | 112.94 | 1,595 | 12.3% | | 2021 | 23,591,982 | 33,778,483 | 9,206,791 | 12,042,514 | 96.13 | 69.94 | 1,468 | 13.4% | | 2020 | 22,319,385 | 19,510,665 | 7,649,701 | 6,933,420 | 78.80 | 57.92 | (2,942) | (13.7%) |
Pay Versus Performance
| (1) Jeffrey A. Miller was our PEO for each year presented. The individuals comprising the Non-PEO named executive officers for each year presented are listed below. |
Pay Versus Performance
| 2020 | 2021 | 2022 | 2023 | | Eric J. Carre | Eric J. Carre | Eric J. Carre | Eric J. Carre | | Lance Loeffler | Lance Loeffler | Lance Loeffler | Lawrence J. Pope | | Joe D. Rainey | Joe D. Rainey | Lawrence J. Pope | Joe D. Rainey | | Mark J. Richard | Mark J. Richard | Joe D. Rainey | Mark J. Richard | | | | 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
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 74 |
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 ($) | Compensation Actually Paid to Jeffrey A. Miller ($) | | 2023 | 19,911,392 | (7,017,625) | 7,941,101 | 20,834,868 |
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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 7,358,140 | (2,198,555) | 2,188,213 | 7,347,798 |
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 ($) | | 2023 | 7,420,687 | 4,652,994 | — | (4,132,580) | 7,941,101 |
Pay Versus Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 1,685,079 | 1,504,628 | 215,555 | (1,217,049) | 2,188,213 |
Pay Versus Performance
| (4) The Peer Group TSR set forth in this table utilizes the 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, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, 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 2023, as we did in 2022. 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
| HALLIBURTON | 2024 Proxy Statement | 75 |
Pay Versus Performance
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (TSR) 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 the Company’s cumulative TSR over the four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 76 |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
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 four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| HALLIBURTON | 2024 Proxy Statement | 77 |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
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 four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus ROCE
PEO and Average Non-PEO NEO Compensation Actually Paid Versus ROCE
PEO and Average Non-PEO NEO Compensation Actually Paid Versus ROCE
| www.halliburton.com | HALLIBURTON | 2024 Proxy Statement | 78 |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus ROCE
Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the four most recently completed fiscal years to that of the Oil Service Index (OSX) over the same period.
CEO Pay Ratio
CEO Pay Ratio For 2023, the annual total compensation of our CEO was 228 times the median of the annual total compensation of all employees, based on annual total compensation of $19,928,185 for the CEO and $87,310 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. 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.