DEF 14A of SLB Limited/NV
Filed Feb 20, 2025 · FY20240001308179-25-000029
Our Director Nominees
Our Director Nominees
Our Director Nominees
| | | | | Peter Coleman | Patrick de La Chevardière | Miguel Galuccio | | Former CEO and Managing Director Woodside Petroleum | Former Chief Financial Officer TotalEnergies | Chairman and CEO Vista | | | | | | Jim Hackett | Olivier Le Peuch | Samuel Leupold | | President Tessellation Services | Chief Executive Officer SLB | Chief Executive Officer Corio Generation | | | | | | Maria Moræus Hanssen | Vanitha Narayanan | Jeff Sheets | | Former Deputy CEO and COO Wintershall Dea | Former Chairman and Managing Director IBM India | Former EVP and CFO ConocoPhillips |
ITEM 1. Election of Directors
ITEM 1. Election of Directors All of SLB’s directors are elected annually at our AGM. The Board recommends that you vote FOR the election of each of our nine director nominees to serve until our 2026 AGM (or until their earlier death, resignation, or removal). Each of our director nominees is currently an SLB director and was previously elected by our shareholders at our 2024 AGM. Dr. Tatiana Mitrova and Dr. Ulrich Spiesshofer are not standing for re-election at our 2025 AGM. Our Board extends gratitude to Dr. Mitrova and Dr. Spiesshofer for their service as members of the SLB Board. At the 2025 AGM, shares represented by properly executed proxies and not revoked will be voted in accordance with the instructions indicated on those proxy cards. If you have properly executed your proxy card and you have not given specific voting instructions, your shares will be voted in accordance with our Board’s recommendations. Each of the director nominees has consented to stand for election and the Board knows of no reason why any nominee would be unable or unwilling to serve if elected. If any director nominee is unable or unwilling to serve, the Board may decrease the size of the Board or designate a substitute nominee. If the Board designates a substitute nominee, proxies may be voted for that substitute nominee.
ITEM 1. Election of Directors
| | The Board of Directors recommends a vote FOR each director nominee. |
Qualifications of Director Nominees
Qualifications of Director Nominees Our Board believes our nine director nominees provide a well-rounded set of expertise to assist in effective and independent oversight of SLB management, as reflected in the summary chart on page 11. Moreover, the Nominating and Governance Committee believes all SLB director nominees should have the following personal characteristics and general qualifications:
Qualifications of Director Nominees
| | Integrity and honesty | | | Ability to exercise sound, mature, and independent business judgment | | | Recognized leaders in business or professional activity | | | Background and experience that will complement the experience and talents of the other Board members | | | Willingness and availability to actively participate in Board and committee meetings and related activities | | | Ability to work professionally and effectively with other Board members and SLB management | | | Availability to remain on the Board and its committees long enough to make an effective contribution | | | No material relationship with competitors or other third parties that could present realistic possibilities of conflicts of interest or legal issues |
Qualifications of Director Nominees
In addition, a key component to the Board’s effective governance is its commitment to provide oversight and perspectives reflecting a diversity of independent views. Our director nominees represent seven nationalities spanning four continents, and two of whom are women who also chair two of our Board’s committees. Our directors have an average age of 63 and have served on our Board for an average of five years. In the judgment of the Board, all director nominees are able to execute their duties as members of the Board and to devote the necessary time and attention to SLB, as required by our Corporate Governance Guidelines. In addition, there are no family relationships among any SLB executive officers and directors. For additional information, see “Corporate Governance—Board Composition and Process for Selecting New Directors” beginning on page 20.
Qualifications of Director Nominees
| | 10 | 2025 Proxy Statement |
Summary of Director Nominee Skills, Experience, and Characteristics
Summary of Director Nominee Skills, Experience, and Characteristics The following chart summarizes key qualifications of our director nominees—including knowledge, skills, experiences and other attributes that the Board believes are relevant to their Board and committee service. Each director nominee possesses numerous other skills and experience not identified in the following chart, as further detailed in their biographies below.
Summary of Director Nominee Skills, Experience, and Characteristics
| | | | | | | | | | | | Substantial Knowledge, Skills and Experience | | | | | | | | | | | Current or former chief executive officer | | | | | | | | | | | Energy industry and operations | | | | | | | | | | | Finance and accounting | | | | | | | | | | | Science, technology and engineering | | | | | | | | | | | Energy transition and sustainability | | | | | | | | | | | Digital innovation | | | | | | | | | | | Digital transformation | | | | | | | | | | | Information security | | | | | | | | | | | Strategy development & implementation | | | | | | | | | | | International business | | | | | | | | | | | Risk management | | | | | | | | | | | Health, safety and environmental | | | | | | | | | | | Mergers and acquisitions | | | | | | | | | | | Academic relations | | | | | | | | | | | Government, regulatory & public policy | | | | | | | | | | | Demographics | | | | | | | | | | | Nationality | | | | | | | | | | | Argentina | | | | | | | | | | | Australia | | | | | | | | | | | France | | | | | | | | | | | Norway | | | | | | | | | | | Switzerland | | | | | | | | | | | United Kingdom | | | | | | | | | | | United States | | | | | | | | | | | Racial and Ethnicity Characteristics for U.S. Directors(1) | | | | | | | | | | | East Asian or South Asian | | | | | | | | | | | White or Caucasian | | | | | | | | | | | Declined to Respond | | | | | | | | | | | Non-U.S. Directors Electing to Self-Identify Racial or Ethnicity Characteristics(1) | | | | | | | | | | | White or Caucasian | | | | | | | | | | | Other Demographic Information | | | | | | | | | | | Gender | M | M | M | M | M | M | F | F | M | | Age | 64 | 67 | 56 | 71 | 61 | 54 | 60 | 65 | 67 | | Other Attributes | | | | | | | | | | | Independent | | | | | | | | | | | SLB board chair or committee chair | | | | | | | | | | | Number of other listed company boards | 1 | 1 | 1 | 2 | 0 | 0 | 2 | 2 | 2 | | Tenure | 4 | 6 | 8 | 2 | 6 | 4 | 5 | 4 | 6 |
Summary of Director Nominee Skills, Experience, and Characteristics
| (1) Given SLB’s multinational footprint and culture, we endeavor to have a global perspective on diversity. This perspective includes respecting local legal requirements regarding the tracking and use of personal data pertaining to under-represented populations. Certain countries have data privacy laws prohibiting the collection or disclosure of race and ethnicity classification data, reflecting historical concerns that such data could be used to foster, rather than eliminate, discrimination. In addition, local definitions of race and ethnicity and related classifications, as well as the definition of under-represented groups, vary from country to country. As a result, U.S.-centric racial and ethnic classifications as used for EEO-1 data collection purposes are applicable only to our three director nominees who are U.S. citizens. For our U.S. director nominees, the above race and ethnicity disclosures are based on classifications commonly used in the United States. For all other director nominees, we asked if they wished to voluntarily disclose their ethnic or racial background and, if so, how they self-identify based on the classifications most relevant to their home countries. We provide self-identifications for non-U.S. director nominees in the chart above. In keeping with international data privacy laws, we have not included racial or ethnic information for director nominees who did not authorize disclosure. |
Summary of Director Nominee Skills, Experience, and Characteristics
| 2025 Proxy Statement | 11 | |
Our Director Nominees
Our Director Nominees The nominees for election to the Board, together with information regarding each nominee’s qualifications, are set forth below.
Peter Coleman, Independent Director
Peter Coleman, Independent Director
Peter Coleman, Independent Director
| | Former CEO and Managing Director, Woodside Petroleum Director since 2021 Other Current Public Boards • Arcadium Lithium plc Former Public Director Roles During the Past Five Years • Woodside Petroleum • Allkem Limited | SLB Board Committees • Nominating and Governance • Finance Other Experience and Education • MBA, Deakin University • Bachelor of Engineering, Monash University • Former Chair of the Australia-Korea Foundation | | PETER COLEMAN is the former Chief Executive Officer, Executive Director and Managing Director of Woodside Petroleum, Australia’s largest independent gas producer, having served in that role from 2011 until his retirement in June 2021. Prior to joining Woodside, Mr. Coleman spent 27 years with the ExxonMobil group in a variety of roles, including Vice President Asia Pacific from 2010 to 2011 and Vice President Americas from 2008 to 2010. Since 2012, he has been an adjunct professor of corporate strategy at the University of Western Australia Business School. He has served as chair of Arcadium Lithium plc, a leading global lithium chemicals producer, since January 2024, following the merger of Livent Corp. with Allkem Limited, where he had served as a director from October 2022 and as chair from November 2022 through January 2024. He has also served as chair of H2EX, an Australian hydrogen exploration start-up, since April 2022, as chair of DIRECT Infrastructure, an Australian-based offshore wind developer, since June 2022, and previously served as chair of Infinite Green Energy, an Australian green hydrogen renewable energy company. | | | | Reason for Nomination Mr. Coleman brings to the Board decades of experience in the energy industry, including as the former CEO and Managing Director of Australia’s largest independent gas producer. The Board benefits from his expertise in strategic planning, as well as his extensive business experience in Australia and Asia regions that are strategically important to SLB’s operations. | | |
Peter Coleman, Independent Director
| | 12 | 2025 Proxy Statement |
Patrick de La Chevardière, Independent Director
Patrick de La Chevardière, Independent Director
Patrick de La Chevardière, Independent Director
| | Former Chief Financial Officer, TotalEnergies Director since 2019 Other Current Public Boards • Michelin (Compagnie Générale des Établissements Michelin SCA) Former Public Director Roles During the Past Five Years • None | SLB Board Committees • Audit, Chair • Finance Other Experience and Education • Experienced director of several French-based public companies • Diplôme d’Ingénieur, an engineering degree, École Centrale de Paris | | PATRICK DE LA CHEVARDIÈRE is the former Chief Financial Officer of TotalEnergies, a French multinational integrated oil and gas company. He served as TotalEnergies’ CFO and as a member of its executive committee from 2008 until his retirement in 2019. Prior to that, he served in a variety of finance and operational roles with TotalEnergies over his 37-year career, including as Deputy Chief Financial Officer from 2003 to 2008, Vice President, Asia for Refining & Marketing from 2000 to 2003, and Vice President, Operations and Subsidiaries from 1995 to 2000. Since June 2020, Mr. de La Chevardière has also served as a member and chairman of the audit committee of the supervisory board of Michelin, a French multinational tire manufacturer. He also previously served on the boards of directors of two other French-based public companies, Sanofi-Aventis and Compagnie Générale de Géophysique. | | | | Reason for Nomination Mr. de La Chevardière brings to the Board financial and industry experience as a former CFO of a large multinational energy company. The Board benefits from his customer-focused perspective on the oilfield services industry, and from his experience across the entire energy value chain, from exploration, operations, production, trading, and marketing to refining and new energies. | | |
Miguel Galuccio, Non-Executive Director
Miguel Galuccio, Non-Executive Director
Miguel Galuccio, Non-Executive Director
| | Chairman and Chief Executive Officer, Vista Director since 2017 Other Current Public Boards • Vista Former Public Director Roles During the Past Five Years • None | SLB Board Committees • Finance, Chair Other Experience and Education • Bachelor of Science in Petroleum Engineering, Instituto Tecnológico de Buenos Aires • SLB training and expertise • Latin America energy policy expertise | | MIGUEL GALUCCIO founded and is the Chairman and Chief Executive Officer of Vista Energy, S.A.B. de C.V. (Vista), the first listed independent energy company to operate and produce in the Vaca Muerta formation in Argentina, having held that position since 2017. In 2016, he co-founded GRIDX, a science-based incubation fund that creates and invests in biotech startups in Latin America, where he currently acts as chairman. Prior to that, from 2012 to 2016, he served as Chairman and Chief Executive Officer of YPF, Argentina’s largest energy company. From 1999 to 2012, he was an employee of SLB and held several international positions, his last being President, Schlumberger Production Management. Prior to his employment at SLB, he served in various executive positions at YPF and its subsidiaries from 1994 to 1999, including YPF International. Mr. Galuccio is also a director of Nilus, a start-up company that develops technologies to lower the cost of living for low-income individuals. | | | | Reason for Nomination Mr. Galuccio brings to the Board leadership and operational expertise from his experience as former chairman and chief executive officer of Argentina’s largest energy company, which under his leadership became the world’s largest producer of shale oil outside of North America. He has valuable insight into the domestic and international energy policies of Argentina, Mexico, Venezuela, and Ecuador, and he brings a unique perspective of customer and company operations. He also remains active in the oil and gas exploration and production industry as a chief executive officer of an energy company. | | |
Miguel Galuccio, Non-Executive Director
| 2025 Proxy Statement | 13 | |
Jim Hackett, Independent Chair of the SLB Board of Directors
Jim Hackett, Independent Chair of the SLB Board of Directors
Jim Hackett, Independent Chair of the SLB Board of Directors
| | President, Tessellation Services Director since 2023 Other Current Public Boards • Enterprise Products Holdings • Fluor Corporation Former Public Director Roles During the Past Five Years • Alta Mesa Resources • NOV • NuScale Power Corporation | SLB Board Committees • None Other Experience and Education • MBA, Harvard University Business School • Master of Theological Studies, Harvard Divinity School • Former Chairman of Board of the Federal Reserve Bank of Dallas • Former Chairman of National Petroleum Council (US) • Board service for multiple public companies in the energy services industry, including NOV, Halliburton, and Cameron International | | JIM HACKETT has been the president of Tessellation Services, a privately held consulting services firm, since 2013. He was previously the executive chairman of Alta Mesa Resources, an onshore exploration and production company, from 2018 to March 2020, and was a partner and senior advisor at Riverstone Holdings, a private energy investment firm, from 2013 to March 2020. Prior to that, Mr. Hackett served as executive chairman and CEO of Anadarko Petroleum Corporation from 2003 to 2013. Since 2014, he has been a director of Enterprise Products Holdings, where he serves as chair of the governance committee and as a member of the capital projects committee. He has served as lead independent director of Fluor Corporation since January 2025, where he has been a member of the board since 2016, with prior service from 2001 to 2015, and where he serves as chair of the organization and compensation committee and as a member of the executive and commercial strategies and operational risk committees. From December 2021 through January 2025, he served as non-executive chair of NuScale Power Corporation, and from 2016 through April 2023, he served as a director of NOV Inc. He has also been a faculty member at Rice University and The University of Texas at Austin since 2017, and he serves on the board of trustees at Baylor College of Medicine. | | | | Reason for Nomination Mr. Hackett brings to the board extensive knowledge of the global energy industry, as the former Chairman and CEO of a global energy production and midstream company, as well as board chair and director service at numerous public companies serving the energy industry, and financial acumen as the former Chairman of the Board of the Federal Reserve Bank of Dallas. The Board benefits from his operational and financial leadership on business strategy as well as his insights into international energy markets. | | |
Samuel Leupold, Independent Director
Samuel Leupold, Independent Director
Samuel Leupold, Independent Director
| | Chief Executive Officer, Corio Generation Director since 2021 Other Current Public Boards • None Former Public Director Roles During the Past Five Years • Enel SpA | SLB Board Committees • Audit • Finance • New Energy and Innovation Other Experience and Education • Master’s Degree in Mechanical Engineering, Swiss Federal Institute of Technology (Zurich) • MBA, INSEAD (Fontainebleau) • Energy transition and sustainability expertise | | SAMUEL LEUPOLD is the chief executive officer of Corio Generation, a specialist offshore wind business and portfolio company of Macquarie Asset Management, having held that position since January 2025. Mr. Leupold previously served as Corio’s chair from the company’s launch in April 2022 to January 2025. Prior to joining Corio, Mr. Leupold served as CEO of Ørsted Wind Power A/S, the principal subsidiary of Ørsted AS, a Danish renewable energy company, from 2013 to 2018. Since 2019, Mr. Leupold has served as an independent senior advisor supporting international clients in the energy and infrastructure sectors through his consultancy firm, Leupold Advisory. Since January 2024, he has served as a non-executive director of Axpo Holding AG, a Switzerland-based utility, power generator and energy commodity trader, where he serves as chair of the strategy committee. Mr. Leupold previously served as a director of Enel SpA. | | | | Reason for Nomination Mr. Leupold brings to the Board operational experience as the CEO of a renewable energy company, as well as significant energy transition experience focused on the relationship between new energy generation and infrastructure capabilities. The Board benefits from his expertise on these issues as SLB seeks to implement our net-zero ambition and our strategy to deploy sustainable technologies to provide access to energy for the benefit of all. | | |
Maria Moræus Hanssen, Independent Director
Maria Moræus Hanssen, Independent Director
Maria Moræus Hanssen, Independent Director
| | Former Deputy CEO and COO, Wintershall Dea Director since 2020 Other Current Public Boards • Kosmos Energy • Scatec Former Public Director Roles During the Past Five Years • Alfa Laval | SLB Board Committees • New Energy and Innovation, Chair • Compensation • Nominating and Governance Other Experience and Education • Former CEO of multiple E&P companies • Master’s Degrees in Petroleum Engineering, Norwegian University of Science and Technology, and Petroleum Economics and Management, IFP School • Corporate director certificate from Harvard Business School (2021) | | MARIA MORÆUS HANSSEN is the former Deputy CEO and Chief Operating Officer of Wintershall Dea, a German-based energy producer, having served in that role in 2019 following the merger between DEA Deutsche Erdoel (DEA) and Wintershall Holding. Prior to that, she served as CEO of DEA and chair of its management board from 2018 to 2019. Before joining DEA, she served as CEO of ENGIE E&P International and head of the E&P business unit for the ENGIE Group in Paris from 2015 to 2017. Ms. Moræus Hanssen served in various management and operations roles at Aker from 2008 to 2013, Statoil (now Equinor) from 2007 to 2008, and Norsk Hydro from 1992 to 2007. She has served as non-executive chair of Å Energi since June 2023, as a director of Scatec since April 2020, where she serves on the audit committee, and as a director of Kosmos Energy since May 2023, where she serves on the audit and HSE and sustainability committees. She previously served as deputy chair of Yara International and as a director of Alfa Laval. | | | | Reason for Nomination Ms. Moræus Hanssen brings to the Board leadership and operational expertise as the former CEO of several European energy companies. The Board values her insight into the domestic and international energy policies of Norway, Germany, France, and other countries that are strategically important to SLB, as well as her experience addressing risks related to the energy transition. | | |
Maria Moræus Hanssen, Independent Director
| 2025 Proxy Statement | 15 | |
Vanitha Narayanan, Independent Director
Vanitha Narayanan, Independent Director
Vanitha Narayanan, Independent Director
| | Former Chairman and Managing Director, IBM India Director since 2021 Other Current Public Boards • HCL Technologies • ReNew Energy Global Former Public Director Roles During the Past Five Years • None | SLB Board Committees • Nominating and Governance, Chair • Compensation Other Experience and Education • MBA, University of Houston • First woman chairperson of American Chamber of Commerce in India (AMCHAM India) | | VANITHA NARAYANAN is the former Chairman and Managing Director of IBM India, a subsidiary of IBM, a multinational information technology corporation. Over her career spanning three decades at IBM, she held senior executive positions with responsibility for digital businesses in the United States, Asia-Pacific, and India regions, including as Chairman of IBM India from 2017 to 2018 and Managing Director from 2013 to 2016. During her tenure, IBM India was one of IBM’s fastest-growing markets. Most recently, Ms. Narayanan led a strategic 5G partnership as Managing Director for one of IBM’s telecommunications clients from 2018 until her retirement in 2020. Since August 2020, she has served as a director of ReNew Energy Global, one of the largest renewable power companies in India, where she chairs the remuneration committee and serves as a member of the audit and finance committees. She has also been a director of HCL Technologies since July 2021, where she chairs the nomination and remuneration committee. | | | | Reason for Nomination Ms. Narayanan brings to the Board a wealth of global leadership and technology experience, particularly in India and other Asian markets. The Board values Ms. Narayanan’s digital expertise leading global technology businesses as SLB continues to implement its digital and AI strategies. | | |
Jeff Sheets, Independent Director
Jeff Sheets, Independent Director
Jeff Sheets, Independent Director
| | Former EVP and Chief Financial Officer, ConocoPhillips Director since 2019 Other Current Public Boards • Chord Energy • Westlake Corporation Former Public Director Roles During the Past Five Years • Enerplus Corporation | SLB Board Committees • Compensation, Chair • Audit Other Experience and Education • MBA, University of Houston • Bachelor of Science in Chemical Engineering, Missouri University of Science and Technology | | JEFF SHEETS is the former EVP and Chief Financial Officer of ConocoPhillips Company, a public international energy company, having served in that role from 2010 until his retirement in 2016. Prior to that, Mr. Sheets served at ConocoPhillips and its predecessor companies for more than 36 years in a variety of finance, engineering, and strategic planning roles. Since May 2024, Mr. Sheets has served on the board of directors of Chord Energy, a U.S. oil producer, where he chairs the audit and reserves committee and is a member of the nominating and governance committee. Mr. Sheets previously served on the board of directors of Enerplus Corporation from 2017 until its merger with Chord Energy in 2024. He also has served since 2018 as a director of Westlake Corporation, an international manufacturer and supplier of petrochemicals and related products, where he chairs the nominating and governance committee and is a member of the audit, compensation, and corporate risk committees. Mr. Sheets is a member of the Board of Trustees at the Missouri University of Science and Technology. | | | | Reason for Nomination Mr. Sheets brings to the Board financial and operational expertise as a former chief financial officer of a major energy company. The Board benefits from Mr. Sheets’ expertise in developing and implementing corporate strategy in the energy industry, as well as his significant finance, capital management and allocation, and mergers and acquisitions experience. | | |
Jeff Sheets, Independent Director
| | 16 | 2025 Proxy Statement |
Director Compensation
Director Compensation Our director compensation philosophy is to appropriately compensate our non-employee directors for the time, expertise, and effort required to serve as a director of a large and complex global company, and to align the interests of our directors with those of our shareholders. Directors who are SLB employees do not receive compensation for serving on the Board.
Director Pay Components
Director Pay Components
Equity Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Peter Coleman | 135,000 | 188,688 | 323,688 | | Patrick de La Chevardière | 145,000 | 188,688 | 333,688 | | Miguel Galuccio | 135,000 | 188,688 | 323,688 | | Jim Hackett | 215,000 | 288,006 | 503,006 | | Samuel Leupold | 145,000 | 188,688 | 333,688 | | Tatiana Mitrova | 145,000 | 188,688 | 333,688 | | Maria Moræus Hanssen | 155,000 | 188,688 | 343,688 | | Vanitha Narayanan | 145,000 | 188,688 | 333,688 | | Jeff Sheets | 145,000 | 188,688 | 333,688 | | Ulrich Spiesshofer | 142,500 | 188,688 | 331,188 |
Annual Director Pay Review
Annual Director Pay Review Our Compensation Committee annually reviews our non-employee director compensation, and periodically recommends that the Board approve updates to director pay. In 2024, the Committee’s director pay review took into account multiple factors including our director compensation philosophy, changes in market practices, the continued expansion of director and committee chair responsibilities, consultations with the Committee’s independent compensation consultant, Pay Governance, and feedback received during our shareholder engagements. Based on that review, the Committee determined that no changes in non-employee director compensation were necessary for 2024. The Committee has not increased the directors’ annual cash retainer, committee chair or membership fees, or annual stock grant value since 2017 (except in connection with separating the Chair and CEO roles in 2019). While our Compensation Committee is aware that other jurisdictions may have differing director compensation practices, the Committee believes it is in the best interests of SLB and our shareholders as a whole to align to market practice among NYSE-listed companies and companies like SLB with a large U.S. shareholder base. The Committee also believes that the interests of our non-employee directors are most aligned with the interests of our shareholders when a significant portion of director compensation is paid through stock grants.
2024 Compensation Decisions and Results
| Diversified LTI Program Structure with Rigorous PSU Performance Targets | | |
2024 Compensation Decisions and Results
Our NEOs continued to receive a mix of LTI grants in 2024, with 75% of their target LTI opportunity awarded in the form of PSUs, and 25% awarded in the form of three-year, time-based RSUs. As in 2023, payout under the 2024 PSUs will be contingent on achieving rigorous absolute FCF margin, relative ROCE, and relative TSR performance goals over a three-year period.
2024 Compensation Decisions and Results
| Strategy-Focused STI Program with Emissions Intensity Reduction Goals for All NEOs | | |
Performance-Aligned LTI and STI Payouts
Performance-Aligned LTI and STI Payouts Our NEOs’ LTI award payouts for the 2022-2024 performance period were based on SLB’s strong multi-year ROCE performance and near-target FCF margin results, partially offset by below-target relative TSR results. Our NEOs also earned performance-aligned 2024 STI payouts based on SLB’s near-target adjusted EBITDA and free cash flow results, partially offset by other strategic non-financial and personal objectives.
Performance-Aligned LTI and STI Payouts
| Long-Term Equity Incentive Results | Short-Term Cash Incentive Results | | Total LTI Award Payout — 114% — Our NEOs earned total LTI payouts of 114% of target with respect to the three-year LTI awards (including RSUs vested at 100%) that were granted in 2022 and vested in January 2025. Strong ROCE Results — Our NEOs earned 230% of the target shares of SLB stock under the three-year ROCE PSUs, based on SLB’s strong three-year relative ROCE performance as compared to the comparator group, as well as SLB’s double-digit absolute ROCE results in 2024. Near-Target FCF Margin PSU Payout — Our NEOs earned 85% of the target shares of SLB stock under the three-year FCF margin PSUs, based on SLB’s three-year, cumulative FCF margin of 9.7%. Below-Target TSR Payout — Our NEOs earned 42% of the target shares of SLB stock under the three-year TSR PSUs, based on SLB’s three-year relative TSR percentile rank compared to the comparator group. | Average STI Payout — 84% — Our NEOs earned an average 2024 cash incentive payout of 84% of target, largely as a result of SLB’s ambitious target setting across all STI metrics, together with our consistent financial performance despite macro headwinds. Adjusted EBITDA — $9.07 billion — SLB’s 2024 adjusted EBITDA represented a 12% year-on-year increase, resulting in our NEOs earning 84% of the target payout. Free Cash Flow — $3.99 billion — SLB’s 2024 free cash flow of $3.99 billion resulted in our NEOs earning 95% of the target payout. Non-Financial Achievements — We reduced our Scope 1 and 2 emissions intensity by 11% year on year—a key step on our progress toward our emissions reduction target. In addition, in 2024 women became one-fourth of our salaried population, a key step in achieving our 2030 gender balance target. As a result, our NEOs earned 66% of the target payout for the quantitative non-financial component of our STI plan. |
Performance-Aligned LTI and STI Payouts
| 2025 Proxy Statement | 31 | |
Program Design and Pay-for-Performance Philosophy
Program Design and Pay-for-Performance Philosophy Our 2024 executive compensation program consisted of three primary elements comprising our executives’ total compensation: LTI equity incentive awards (PSUs and RSUs), STI (annual) cash incentive awards, and base salary. Within these elements, 75% of our executives’ 2024 target LTI equity awards and 100% of their STI awards were performance-based. These elements have allowed us to remain competitive and attract, retain, and motivate top executive talent whose interests are aligned with those of our shareholders. The table below sets out the primary elements of our NEOs’ 2024 total compensation, certain key features of each element, and how each of these compensation elements supports our strategy.
Program Design and Pay-for-Performance Philosophy
| Type | Element | Key Features | How Elements Support Our Strategy | Performance- Based? | At Risk? | | | 25% Free Cash Flow Margin PSUs | Absolute performance metric, based on our FCF margin over a 3-year period | • Aligns with our financial ambition of achieving double-digit FCF margin • Encourages our NEOs to generate high-quality revenue, which translates into strong free cash flow | | | | | 25% Return on Capital Employed PSUs | Relative performance metric, comparing our average annual ROCE over a 3-year period to that of our direct competitors | • Measures the efficiency of our capital employed relative to direct competitors, consistent with our strategic priorities • Motivates and rewards our executives for relative outperformance on a key financial metric | | | | | 25% Total Shareholder Return PSUs | Relative performance metric, comparing our cumulative TSR over a 3-year period to TSR of our direct competitors and S&P Global 1200 Energy Index | • Directly aligns executive LTI payouts with shareholder value creation • Uses a clear and objective metric to evaluate our performance against our direct competitors and against the broader global energy sector | | | | | 25% Time-Based RSUs | Cliff vesting after 3 years, if still employed by SLB | • Promotes stability and retention of our executive team through business cycles | | | | | 70% Quantitative Company Financial Goals | Evenly split between achieving adjusted EBITDA targets and free cash flow targets | • Adjusted EBITDA reflects the quality of SLB’s earnings • Strong free cash flow allows us to sustainably return value to shareholders through dividends and stock repurchases | | | | | 10% Quantitative ESG Goals | Targets to reduce emissions intensity and increase gender balance in our global workforce | • Aligns our executives’ annual pay to SLB’s strategic non-financial goals | | | | | 20% Individual Goals | Strategic personal objectives | • Aligns to our strategic focus areas, as detailed on page 39 | | | | | Base Salary | Only fixed compensation element | • Provides a base level of competitive cash compensation, while all other pay elements are variable or contingent on performance | | |
At-Risk Pay Mix
At-Risk Pay Mix Our executive compensation program is designed so that the higher an executive’s position in the Company, the greater the percentage of compensation that is “at risk”. At-risk compensation refers to an executive’s LTI and STI awards, which require meeting predetermined performance objectives for STI, continued employment during the vesting period for RSUs, and meeting predetermined performance objectives as well as continued employment during the vesting period for PSUs. We believe that having a significant portion of our executives’ compensation at risk supports our retention objective and more closely aligns their interests with Company interests and with the interests of our shareholders. Approximately 90% of our CEO’s 2024 target total compensation was at risk, and approximately 84% of our other NEOs’ 2024 target total compensation was at risk, as illustrated below.
At-Risk Pay Mix
Based on market data provided by Pay Governance, our Compensation Committee’s independent compensation consultant, the pay mix of our NEOs is well-aligned with that of the companies in our two main executive compensation peer groups, as described in “Other Aspects of Our Executive Compensation Program—Our Peer Group Companies” on page 46. In January 2024, the Committee reviewed the mix of base salary, target STI, and target LTI, as adjusted as described under the captions “—Elements of 2024 Total Compensation—Base Salary” and “—Long-Term Equity Incentive Awards”. The Committee concluded that the 2024 pay mix for each of our NEOs was appropriate, based on the proportion of compensation elements at companies in our main executive compensation peer groups, as well as internal factors.
Responsiveness to Shareholder Feedback
Responsiveness to Shareholder Feedback Our executive compensation program was largely designed and implemented in response to, and as a product of, past discussions with our shareholders. For example, in response to shareholder feedback, since 2021 our NEOs have received three-year relative TSR PSUs that directly align a portion of their LTI payouts with shareholder value creation, with target performance goals set above median at the 60th percentile. Since 2022, the comparator group for our TSR PSUs has included the S&P Global 1200 Energy Index, based on feedback that our shareholders evaluate our TSR performance against both our competitors and the broader global energy sector. Since 2023, our STI plan has included a quantitative component focused on reducing SLB’s emissions intensity and improving gender balance in our global workforce, to align our executives’ compensation with SLB’s non-financial strategic objectives.
Best Practices in Executive Compensation Governance
| What We Do | What We Don’t Do | | At Risk Pay — A significant portion of our executives’ compensation is at risk, based on a mix of absolute and relative financial metrics. Both cash incentive and performance-based equity compensation are subject to our clawback policy. Performance-Based STI Awards — At least 70% of our executives’ target 2024 STI opportunity is based on achieving rigorous quantitative Company financial goals. Robust Stock Holding Requirements — Our CEO is required to own an amount of SLB shares valued at six times (6x) his annual base salary; our EVPs must own at least three times (3x) their annual base salaries; and all other executive officers must own at least two times (2x) their annual base salaries. Mandatory Retention of Shares — Executives must retain 50% of the net shares they acquire upon the exercise of stock options and the vesting of PSUs and RSUs, until they achieve the required ownership level under our stock ownership guidelines. Annual Peer Compensation Review — We annually review all officer compensation opportunities against our peer groups. | No gross-ups on excise taxes. No repricing or exchanging options without shareholder approval. No hedging or pledging of SLB stock by executive officers or directors. No LTI or STI payouts if we fail to achieve pre-established minimum performance criteria. No excessive perquisites to our executive officers. No executive pension or insurance plans exclusively for executives. No change-in-control agreements, and no automatic acceleration of equity awards upon a change in control. PSUs and RSUs do not accrue or pay dividends or dividend equivalents or have voting rights prior to vesting. We do not dilute our shareholders with excessive employee equity grants. Our 2024 “burn rate,” or stock awards granted as a percentage of common shares outstanding, was only 0.47%. |
Base Salary
The Committee also determined to maintain the base salary of Mr. Al Mogharbel at his then-current level for 2024. In evaluating Mr. Le Peuch’s 2024 compensation in January 2024, our Compensation Committee considered SLB’s strong 2022 and 2023 financial results and the success of the Company’s returns-focused strategy and execution. In light of these results, SLB’s leading position in the energy services industry, and the Committee’s review of comparator peer group data, the Committee recommended, and the independent members of the Board approved, a 6.5% increase to Mr. Le Peuch’s 2024 base salary from $1,550,000 to $1,650,000.
Short-Term Cash Incentive Awards
Short-Term Cash Incentive Awards We pay performance-based short-term (annual) cash incentives to our executives to foster a results-driven, pay-for-performance culture, and to align executives’ interests with those of our shareholders. STI awards are earned according to the achievement of quantitative Company financial and non-financial objectives, as well as strategic objectives. Our Compensation Committee selects performance measures that it believes support our strategy and strike a balance between motivating our executives to increase near-term financial and operating results and driving profitable long-term Company growth and value for shareholders. For 2024, 70% of our NEOs’ target STI opportunity was based on achieving quantitative Company financial objectives, 10% was based on achieving quantitative Company non-financial objectives, and 20% was based on strategic personal objectives. The financial portion of the target plan was evenly split between adjusted EBITDA and free cash flow performance goals. The total maximum STI payout for 2024 was 200% of target—consistent with 2023—and the weighted payout range for each metric as a percentage of target is reflected by the outer bars in the 2024 STI Opportunity Mix chart.
2024 STI Opportunity Mix
2024 STI Opportunity Mix In January 2024, our Compensation Committee determined to leave the target STI opportunity for all NEOs unchanged from 2023, following a review of market data indicating that our NEOs’ target STI opportunity (as a percentage of base salary) was competitively positioned. As a result, the 2024 target STI opportunity for our CEO was 150% of his base salary and for our other NEOs it was 100% of base salary.
2024 STI Opportunity Mix
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2024 STI Opportunity Mix
The following table reflects our NEOs’ full-year 2024 STI results, together with relevant weightings of the different components and payouts under each component.
2024 STI Opportunity Mix
| | | SLB Financial Objectives | | | | SLB Non-Financial Objectives | | | | | | | | Adjusted EBITDA | | Free Cash Flow | | | | Personal Objectives | | | | Name | STI Opportunity as % of Base Salary | Weight (%) | Payout Result (%) | Weight (%) | Payout Result (%) | Weight (%) | Payout Result (%) | Weight (%) | Payout Result (%) | Total 2024 STI Paid as % of Target(1) | | O. Le Peuch | 150% | 35 | 84 | 35 | 95 | 10 | 66 | 20 | 66 | 83% | | S. Biguet | 100% | 35 | 84 | 35 | 95 | 10 | 66 | 20 | 75 | 84% | | K. Al Mogharbel | 100% | 35 | 84 | 35 | 95 | 10 | 66 | 20 | 75 | 84% | | A. Merad | 100% | 35 | 84 | 35 | 95 | 10 | 66 | 20 | 63 | 82% | | D. Ralston | 100% | 35 | 84 | 35 | 95 | 10 | 66 | 20 | 75 | 84% |
2024 STI Opportunity Mix
| (1) Equals the sum of the financial, non-financial, and personal portions of the STI achieved, shown as a percentage of target. |
Quantitative Company Financial Objectives
| Performance Targets(1) | | Potential Payout as a % of Target Opportunity(1) | | < $8.80 billion | | 0% | | $8.80 billion | Minimum | 50% | | $9.20 billion | Target | 100% | | $9.80 billion | Maximum | 243% |
Quantitative Company Financial Objectives
| (1) For adjusted EBITDA results between any two performance targets, payout is prorated. |
Quantitative Company Financial Objectives
| Performance Targets(1) | | Potential Payout as a % of Target Opportunity(1) | | < $3.40 billion | | 0% | | $3.40 billion | Minimum | 50% | | $4.05 billion | Target | 100% | | $4.60 billion | Maximum | 243% |
Quantitative Company Financial Objectives
| (1) For free cash flow results between any two performance targets, payout is prorated. |
Quantitative Company Non-Financial Objectives
| Scope 1 & 2 Emissions Intensity Reduction Performance Targets(1) | | Potential Payout as a % of Target Opportunity(1) | | Less than 6% emissions intensity reduction vs. 2023 | | 0% | | 6% emissions intensity reduction vs. 2023 | Minimum | 50% | | 14% emissions intensity reduction vs. 2023 | Maximum | 100% |
Quantitative Company Non-Financial Objectives
| (1) For results between any two performance targets, payout is prorated. |
Quantitative Company Non-Financial Objectives
| Global Gender Balance Performance Targets(1)(2) | | Potential Payout as a % of Target Opportunity(1) | | Below 25.0% women in salaried population | | 0% | | 25.0% women in salaried population | Minimum | 50% | | 25.2% women in salaried population | Maximum | 100% |
Quantitative Company Non-Financial Objectives
| (1) For year-end results between any two performance targets, payout is prorated. |
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards LTI awards are designed to give NEOs and other key employees a long-term stake in SLB, incentivize the creation of sustained shareholder value, and act as long-term retention and motivation tools—aligning employee and shareholder interests over the long term. Since 2021, our Compensation Committee has awarded to our NEOs and other executives a diversified mix of LTI grants, with 75% of their target LTI opportunity awarded in the form of PSUs—with payout contingent on achieving absolute and relative performance goals over three-year periods—and 25% awarded in the form of three-year, time-based RSUs. The Committee believes that our current LTI program appropriately balances the following Committee objectives:
Long-Term Equity Incentive Awards
| • | closely aligning PSU performance metrics with our long-term strategy, publicly disclosed Company financial objectives, and total shareholder return, |
Long-Term Equity Incentive Awards
| • | aligning pay with performance and incentivizing executives to create shareholder value, |
Long-Term Equity Incentive Awards
| • | maintaining a mix of absolute and relative PSU metrics, in light of the cyclicality of our industry, |
Long-Term Equity Incentive Awards
| • | motivating and incentivizing outperformance relative to our direct competitors and the broader global energy sector, and |
Long-Term Equity Incentive Awards
| • | promoting the stability and retention of our executive team through business cycles with awards of time-based RSUs. |
Long-Term Equity Incentive Awards
As in 2023, the LTI program approved for 2024 consisted of four types of grants, equally weighted at target performance: The maximum overall payout opportunity under the 2024 LTI program was 200% of target—consistent with 2023 and in line with market practice. The maximum payout opportunity for each type of LTI award is reflected by the outer bars in the chart above, with overall payout more heavily weighted in favor of Company financial performance metrics.
How We Determined the Target Value of 2024 LTI Equity Awards
How We Determined the Target Value of 2024 LTI Equity Awards The target value of an executive’s LTI grant increases with their level of responsibility at SLB. For our CEO and the other NEOs, it is the largest element of their compensation. In determining the value of LTI awards granted to our NEOs, our Compensation Committee (in recommending that the Board approve the CEO’s awards) and the CEO (in recommending awards for the other NEOs) first consider market data regarding the LTI value for the most comparable positions in our main executive compensation peer groups, as well as several other factors, such as:
How We Determined the Target Value of 2024 LTI Equity Awards
| • | SLB’s financial and operating performance, |
How We Determined the Target Value of 2024 LTI Equity Awards
| • | the size and mix of the executive’s total compensation, |
How We Determined the Target Value of 2024 LTI Equity Awards
| • | internal pay equity, |
How We Determined the Target Value of 2024 LTI Equity Awards
| • | retention, |
How We Determined the Target Value of 2024 LTI Equity Awards
| • | the executive’s contribution to SLB’s success, and |
How We Determined the Target Value of 2024 LTI Equity Awards
| • | the level of competition for executives with comparable skills and experience. |
How We Determined the Target Value of 2024 LTI Equity Awards
In January 2024, our Compensation Committee reviewed the Company’s target annual LTI awards to each of our NEOs in line with the factors described above. The Committee considered the Company’s strong 2022 and 2023 financial performance, and that the Company had not increased target LTI values for any of the NEOs since 2022. Based on comparative market data and internal equity considerations, as well as the Committee’s desire to ensure proper market placement, performance alignment, retention, and continuity for our executives, the Committee approved a 5.7% increase to the 2024 grant date target LTI values, from $3.5 million to $3.7 million, for each of Mr. Biguet, Mr. Al Mogharbel, and Mr. Merad, as a reflection of their performance and their increased and common levels of seniority and responsibilities. The Committee determined to maintain Ms. Ralston’s 2024 grant date target LTI value consistent with 2023. In evaluating Mr. Le Peuch’s target annual LTI award in January 2024, our Compensation Committee considered SLB’s strong 2022 and 2023 financial results and the success of the Company’s returns-focused strategy and execution. In light of these results, SLB’s leading position in the energy services industry, and the Committee’s review of comparator peer group data, the Committee recommended, and the independent members of the Board approved, a 3.1% increase in Mr. Le Peuch’s 2024 grant date target LTI value from $12.0 million to $12.375 million.
How We Determined the Target Value of 2024 LTI Equity Awards
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2024 Absolute FCF Margin PSUs — Performance Measures and Goals
2024 Absolute FCF Margin PSUs — Performance Measures and Goals In January 2024, our Compensation Committee set goals for the 2024 FCF Margin PSUs based on our absolute FCF margin over a three-year performance period (January 1, 2024 to December 31, 2026). At the end of the performance period, the Committee will certify our three-year cumulative absolute FCF margin and then determine the percentage of shares earned based on the graph below.
2024 FCF Margin PSU Payout Matrix
2024 FCF Margin PSU Payout Matrix The number of 2024 FCF Margin PSUs that will vest and convert to shares as of the vesting date can range from 0% to 250% of target, depending on our absolute FCF margin performance over the three-year period. In setting FCF margin performance goals in January 2024, the Committee determined to keep the minimum, target and maximum goals consistent with 2023. As illustrated in the graph above, no SLB shares will be earned if our FCF margin over the three-year performance period is less than the minimum performance goal of 9.0%. FCF margin is calculated as free cash flow divided by revenue. FCF margin measures how efficiently we convert revenue into free cash flow, and is an indicator of capital efficiency and the quality of revenue. In selecting absolute FCF margin as the performance metric for 25% of our NEOs’ 2024 target LTI grant date fair value, the Committee considered that this metric was aligned with our capital allocation strategy and publicly disclosed financial objective of achieving double-digit FCF margin. The Committee also believes that tying a portion of our NEOs’ LTI payout to FCF margin encourages our executives to:
2024 FCF Margin PSU Payout Matrix
| • | maintain capital discipline, | | • | generate high quality revenue to allow for increased returns to shareholders and net debt reduction, | | • | make key investments and capital expenditures in line with our stated growth strategy, including our energy transition strategy, and | | • | increase SLB’s liquidity. |
2024 FCF Margin PSU Payout Matrix
The Committee also selected absolute FCF margin as the performance metric for a portion of our NEOs’ 2024 LTI awards because the Committee sought to maintain a mix of absolute (FCF margin) and relative (ROCE and TSR) metrics in the LTI plan, to effectively manage industry cycles. Free cash flow represents cash flow from operations less capital expenditures, Asset Performance Solutions investments and exploration data costs capitalized.
2024 FCF Margin PSU Payout Matrix
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2024 Relative ROCE PSUs — Performance Measures and Goals
2024 Relative ROCE PSUs — Performance Measures and Goals In January 2024, our Compensation Committee set goals for the 2024 ROCE PSUs based on our average annual ROCE over a three-year performance period (January 1, 2024 to December 31, 2026), as compared to the average annual ROCE of the direct competitors identified below, taken together over the same period (together the ROCE comparator group). The ROCE comparator group was the same as the group used for ROCE PSU grants made to our NEOs in 2023. At the end of the performance period, the Committee will certify our average ROCE and that of the ROCE comparator group as a whole, and then determine the percentage of shares earned based on the graph below.
2024 Relative ROCE PSUs — Performance Measures and Goals
| 2024 Relative ROCE PSU Payout Matrix | | |
2024 Relative ROCE PSUs — Performance Measures and Goals
The number of 2024 ROCE PSUs that will vest and convert to shares on the vesting date can range from 0% to 250% of target, depending on our relative ROCE performance over the three-year period. As illustrated in the graph above:
2024 Relative ROCE PSUs — Performance Measures and Goals
| • | If our average annual ROCE over the three-year performance period is four percentage points or more below the average of the ROCE comparator group, then no 2024 ROCE PSUs will vest and no shares will be earned. This is because our Compensation Committee believes our executives should not receive PSU payouts for significantly low relative ROCE performance. | | • | If our average annual ROCE over the three-year performance period is equal to that of the average of the ROCE comparator group as a whole, then the 2024 ROCE PSUs will vest at 100% of target. If our average annual ROCE over that period is higher than that of the average of the ROCE comparator group as a whole, then the 2024 ROCE PSUs will vest up to 250% of target, as shown by the solid line in the graph above. | | • | In addition, if both (x) our absolute, single-year ROCE is greater than 15% in 2026, and (y) our average annual ROCE over the three-year performance period exceeds that of the average of the ROCE comparator group as a whole, then the 2024 ROCE PSUs will vest at an increased rate (up to a maximum of 250%), as shown by the dotted line in the graph above. |
2024 Relative ROCE PSUs — Performance Measures and Goals
ROCE is a measure of the efficiency of our capital employed. ROCE is a comprehensive indicator of long-term Company and management performance, measured in a way that is tracked and understood by many of our investors. Our Compensation Committee has based a portion of our NEOs’ LTI awards on a relative ROCE metric since 2016 because this metric allows us to directly compare how efficiently we deploy our capital against our direct competitors. The Committee also believes that tying a portion of our executives’ LTI payout to achieving our capital efficiency goals and comparing these results to our competitors will motivate our executives to focus on outperformance and will result in increased revenue and improved margins. In selecting ROCE as the performance metric for 25% of our NEOs’ 2024 target LTI grant date fair value, the Committee also considered that ROCE performance goals align executives’ potential ROCE PSU payouts with SLB’s goal of achieving ROCE above its weighted average cost of capital. We calculate ROCE as a ratio, the numerator of which is (a) net income excluding charges and credits, plus (b) after tax net interest expense, and the denominator of which is (x) stockholders’ equity, including non-controlling interests (average of beginning and end of each quarter in the year), plus (y) net debt (average of beginning and end of each quarter in the year). Our Compensation Committee has discretion to cap payouts on the 2024 ROCE PSUs at 100% of target in the event of material asset impairments.
2024 Relative ROCE PSUs — Performance Measures and Goals
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2024 Relative TSR PSUs — Performance Measures and Goals
2024 Relative TSR PSUs — Performance Measures and Goals In January 2024, our Compensation Committee set goals for the 2024 TSR PSUs based on our relative TSR percentile rank, as compared to the cumulative TSR results achieved by the four direct competitors used for the 2024 ROCE PSUs, plus the S&P Global 1200 Energy Index as a fifth comparator (each, a TSR comparator), over a three-year performance period (January 18, 2024 to December 31, 2026). At the end of the performance period, the Committee will certify the three-year, cumulative TSR results for us and for each TSR comparator, based on the average of the 20 trading days prior to the start and end of the performance period. The Committee will then determine our percentile rank relative to the five TSR comparators, as well as the percentage of shares earned based on the graph below.
2024 Relative TSR PSUs — Performance Measures and Goals
| 2024 Relative TSR PSU Payout Matrix | | |
2024 Relative TSR PSUs — Performance Measures and Goals
As in 2023, the number of 2024 TSR PSUs that will vest and convert to shares as of the vesting date can range from 0% to 200% of target, depending on our relative TSR performance over the three-year period. In maintaining the maximum payout opportunity for the 2024 TSR PSUs at 200%, which is below the maximum payout for the 2024 FCF Margin PSUs and 2024 ROCE PSUs, the Committee considered that management’s efforts would more directly affect FCF margin and ROCE, whereas management had less control over SLB’s TSR relative to that of the TSR comparator companies, due to external market and economic influences. As illustrated by the graph above, our Compensation Committee set the target performance goal above median at the 60th percentile, consistent with 2023. No SLB shares will be earned if our three-year, cumulative TSR is in the bottom 25th percentile rank as compared to that of the individual TSR comparator companies. The Committee determined in 2024 to maintain the same TSR comparators as it had selected in 2023, to continue motivating our NEOs to outperform both our direct competitors and the broader global energy market.
2024 Relative TSR PSUs — Performance Measures and Goals
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Payouts Under Prior LTI Awards
Payouts Under Prior LTI Awards
PSUs Vesting in 2024
PSUs Vesting in 2024 As previously disclosed in the proxy statement for our 2024 AGM, in January 2024 our Compensation Committee approved payout results for the PSUs issued in 2021 to our NEOs based on the Committee’s previously approved performance criteria. Our NEOs earned:
PSUs Vesting in 2024
| • | 100% of target under the FCF margin PSUs issued in 2021, based on our achieving cumulative FCF margin of 10.0% for the three-year performance period applicable to those PSUs. | | • | 250% of target under the relative ROCE PSUs issued in 2021, based on our average annual ROCE for the three-year performance period being finally determined as 483 bps above the average of the ROCE comparator group, together with our double-digit absolute ROCE in 2023. | | • | 59% of target under the relative TSR PSUs issued in 2021, based on our TSR percentile rank of 41% as compared to the applicable TSR comparator group. |
PSUs Vesting in 2024
For additional details, see the Option Exercises and Stock Vested in 2024 table on page 52 of this proxy statement.
PSUs and RSUs Vesting in 2025
PSUs and RSUs Vesting in 2025 In January 2022, our Compensation Committee approved PSU awards to our NEOs as follows:
PSUs and RSUs Vesting in 2025
| • | For 25% of our NEOs’ 2022 target LTI opportunity, PSU payouts were conditioned based on our absolute FCF margin achieved over a three-year performance period (the 2022 FCF Margin PSUs). | | • | For 25% of our NEOs’ 2022 target LTI opportunity, PSU payouts were conditioned based on our average annual ROCE achieved over a three-year performance period as compared to the average annual ROCE of the direct competitors in our ROCE comparator group, taken together over the same period (the 2022 ROCE PSUs). | | • | For 25% of our NEOs’ 2022 target LTI opportunity, PSU payouts were conditioned based on our relative TSR percentile rank compared to the cumulative TSR results achieved by the five TSR comparators over a three-year performance period (the 2022 TSR PSUs). The comparator companies were Halliburton, Baker Hughes, TechnipFMC, and NOV, plus the S&P Global 1200 Energy Index as the fifth comparator. |
PSUs and RSUs Vesting in 2025
In addition, since 2021, 25% of our NEOs’ target LTI opportunity has been awarded in the form of three-year, time-based RSUs. The RSUs granted in January 2022 vested in January 2025. In January 2025, the Committee approved the results for the 2022 FCF Margin PSUs, 2022 ROCE PSUs, and 2022 TSR PSUs using the Committee’s previously approved performance criteria.
PSUs and RSUs Vesting in 2025
| • | 2022 FCF Margin PSUs: The Committee determined that SLB’s three-year, cumulative FCF margin was 9.7%, slightly below the 10.0% target performance goal for our 2022 FCF Margin PSUs. As a result, and based on the Committee’s previously approved payout matrix, the Committee approved the issuance to our NEOs of 85% of the target shares under these PSUs. | | • | 2022 ROCE PSUs: The Committee determined that SLB’s average annual ROCE was 347 bps above the average of the ROCE comparator group for the performance period through the third quarter of 2024, which was the then-most recent fiscal period end reported by all the companies in the ROCE comparator group. In addition, the Committee determined that SLB had achieved absolute 2024 ROCE greater than 10%. As a result, based on the Committee’s previously approved payout matrix, the Committee preliminarily determined that the 2022 ROCE PSUs had been earned at 230% of target. Because not all these companies had reported their 2024 audited results as of January 2025, the Committee approved a preliminary issuance of 80% of the shares earned under the 2022 ROCE PSUs. Any additional shares finally determined to have been earned by our NEOs will be issued after all the companies in the ROCE comparator group report their full-year 2024 audited results. | | • | 2022 TSR PSUs: The Committee determined that SLB’s relative TSR percentile rank for the 2022 TSR PSUs was 33%. As a result, and based on the Committee’s previously approved payout matrix, the Committee approved the issuance to our NEOs of 42% of the target shares under these PSUs. |
Stock Options
Stock Options SLB ended its practice of granting stock options to executive officers in 2017. As of December 31, 2024, all of our NEOs’ outstanding stock options were “underwater.” SLB does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments.
Our Peer Group Companies
Our Peer Group Companies Our Compensation Committee considers formal executive compensation survey data prepared by Pay Governance when it reviews and determines executive compensation, and when considering changes to our executive compensation program. The Committee considers data for the companies comprising our two main executive compensation peer groups—our core industry peer group and our general industry peer group. The Committee believes these peer groups together provide the robust market data necessary to assess the current and future talent markets available to our executive officers, both in the oil and gas sector and in other advanced extractive, technology-driven manufacturing, and industrial engineering-focused sectors. General industry peer group comparisons are particularly relevant for non-operations positions, where skills and experience may be easily transferable to other industries. In addition, the evolving energy industry environment creates challenges in maintaining a robust peer group comprising solely oilfield services and upstream companies following consolidations and bankruptcies, as well as diversification into new energy investments. The Committee annually reviews the specific selection criteria for our main executive compensation peer groups, such as competition for business or executive talent, revenue, market capitalization, and scope of international operations. Pay Governance annually recommends for the Committee’s review the addition or removal of companies from these peer groups, based on the Committee’s selection criteria. As a general matter, the Committee selects suitable comparator companies such that the companies in these peer groups, at the median, approximate SLB’s estimated revenue in the then-current year and its then-current market capitalization. The Committee modifies its peer group criteria as appropriate while seeking a satisfactory degree of stability, to provide a consistent basis for comparison. In July 2023, our Compensation Committee reviewed and approved the companies listed below to comprise our two main executive compensation peer groups, effective for 2024 executive compensation decisions.
Our Peer Group Companies
| Core Industry Peer Group | | | This peer group comprises ten companies in the energy sector, primarily in the oilfield services and equipment and upstream oil and gas industries, with 2023 estimated revenues (as of July 2023) between $7.5 billion and $62.6 billion. SLB was positioned at the 64th percentile of this peer group in terms of estimated 2023 revenue as of July 2023, and at the 71st percentile of this peer group in terms of market capitalization as of June 2023. Our Compensation Committee made no changes to this peer group for 2024 compensation decisions, as compared to 2023. The Committee identified the companies in this peer group as being broadly comparable to SLB in terms of revenue and market value, and also competing with us for business and executive talent. Several members of this peer group frequently seek to recruit SLB executives for their senior executive roles. See “—Competition for Our Executive Talent” on page 45. | Baker Hughes BHP Group ConocoPhillips Enbridge EOG Resources Halliburton NOV Occidental Petroleum Suncor Energy TechnipFMC |
Our Peer Group Companies
| General Industry Peer Group | | | | This peer group comprises 25 mature, advanced extractive, technology-driven manufacturing, and industrial engineering-focused companies, including companies focused on the new energy economy, that have annual revenues, market valuations, and global scopes that are similar to SLB’s. The companies in this peer group had 2023 estimated revenues (as of July 2023) between $12.4 billion and $65.4 billion and average non-U.S. revenue of 58%. This peer group focuses on SLB’s current and future executive talent markets beyond the oil and gas sector, and ensures that competitors for technology and digital talent are represented for executive peer benchmarking purposes. In July 2023, applying the selection criteria above, our Compensation Committee removed Koninklijke Philips and Rolls-Royce Holdings from this peer group. As a result, SLB was positioned at the 48th percentile of this peer group in terms of estimated 2023 revenue as of July 2023, and at the 64th percentile of this peer group in terms of market capitalization as of June 2023. | 3M Company ABB Air Products and Chemicals Anglo American BAE Systems Carrier Global Caterpillar Compagnie de Saint-Gobain Corning Deere & Company Dow DuPont de Nemours Eaton | Emerson Electric Freeport-McMoRan General Dynamics Honeywell International Johnson Controls International Linde LyondellBasell Industries Oracle Rio Tinto Schneider Electric Siemens Energy Trane Technologies |
Our Peer Group Companies
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No NEO Employment Agreements
No NEO Employment Agreements Our NEOs do not have employment, severance or change-in-control agreements with SLB, and they serve at the will of the Board. This enables SLB to terminate their employment using judgment as to the necessity or terms of any severance arrangement and based on specific circumstances at the time they cease being executive officers.
Compensation Committee Review
| Event | Timing | | Establish Company financial objectives and CEO strategic personal objectives | Early each year with respect to the current year | | Review and approve the peer group companies used for compensation benchmarking | July of each year for compensation in the following year | | Pay Governance provides market data and analysis that our Compensation Committee uses to evaluate year-to-date compensation decisions in light of year-to-date comparative data, and to prepare for the annual executive officer compensation review in January | October of each year for compensation in the following year | | Evaluate Company and executive performance (achievement of objectives established in previous year) and recommend STI payout based on those results | Results approved in January of each year for STI award with respect to the prior year. The STI award earned for the prior year is paid in February of the current year | | Review and recommend executive base salaries and determine equity-based grants | January of each year for base salaries for that year and for equity-based grants |
Equity Grant Practices
Equity Grant Practices Our Compensation Committee is responsible for granting long-term equity-based compensation under our omnibus stock incentive plans. The Committee approves a preliminary budget for equity-based grants for the following year at each October meeting. Awards for the CEO are granted by the Committee following approval by the independent members of the Board. Awards for executive officers other than the CEO are granted by the Committee and discussed with the Board. Management determines the allocation of equity-based grants for other groups within the Company and individual recommendations are made by the heads of the groups and approved by the CEO. In addition to considering the value of each equity-based award, management and the Committee also consider, as an additional factor in approving long-term equity awards, the overall potential shareholder dilution impact and burn rate, which is the rate at which awards are granted as a percentage of SLB shares outstanding. The regular Board and Compensation Committee meeting schedule is set at least a year in advance, with meetings held quarterly in mid-January, mid-April, mid-July, and mid-October. Annual grants of equity-based awards to our NEOs and other executives, as well as to other eligible employees, are made at the Committee’s January meeting. Additionally, specific grants may be made at other Committee meetings to recognize an employee’s promotion, change in responsibility or specific achievement, or to achieve other key compensation objectives, such as retention. Generally, the Committee sets the grant date for equity awards as the Committee meeting date, which is usually two days in advance of the Company’s announcement of earnings. The Company does not time the release of material non-public information for the purpose of affecting the values of equity grants. At the time equity grant decisions are made, our Compensation Committee is aware of the earnings results, but it does not adjust the size or the mix of grants to reflect possible market reaction. In addition, PSUs and RSUs do not accrue or pay dividends or dividend equivalents prior to vesting.
Independent Compensation Consultant
Independent Compensation Consultant Our Compensation Committee has retained Pay Governance as its independent consultant with respect to executive compensation matters, as well as non-employee director compensation matters. Pay Governance works with SLB’s Total Rewards team to compile annual compensation data for each executive officer, and to compare the compensation opportunities of our executive officers with those at comparable roles at companies in our main executive compensation peer groups. Pay Governance also annually prepares an analysis of competitive non-employee director compensation levels and market trends using the same two main peer groups as are used for the annual executive officer compensation review. Pay Governance reports only to, and acts solely at the direction of, our Compensation Committee. The Committee has assessed the independence of Pay Governance pursuant to SEC rules and has concluded that its work did not raise any conflict of interest that would prevent Pay Governance from independently representing our Compensation Committee.
Independent Compensation Consultant
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2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth information regarding the total compensation paid to our NEOs for fiscal years 2024, 2023, and 2022.
2024 Summary Compensation Table
| Name | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | | Olivier Le Peuch Chief Executive Officer | 2024 | 1,650,000 | 12,374,997 | 2,042,370 | 819,155 | 424,342 | 17,310,864 | | | 2023 | 1,550,000 | 12,000,045 | 3,502,150 | 1,022,545 | 174,845 | 18,249,585 | | | 2022 | 1,550,000 | 11,999,949 | 1,929,750 | — | 234,058 | 15,713,757 | | Stephane Biguet EVP and Chief Financial Officer | 2024 | 900,000 | 3,699,933 | 758,880 | 594,624 | 216,509 | 6,169,946 | | | 2023 | 850,000 | 3,500,022 | 1,283,100 | 620,773 | 116,672 | 6,370,567 | | | 2022 | 850,000 | 3,499,993 | 690,650 | — | 139,327 | 5,179,970 | | Khaled Al Mogharbel EVP, Geographies | 2024 | 900,000 | 3,699,933 | 758,880 | — | 237,565 | 5,596,378 | | | 2023 | 900,000 | 3,500,022 | 1,357,650 | 116,813 | 118,275 | 5,992,760 | | | 2022 | 900,000 | 3,499,993 | 731,250 | — | 169,951 | 5,301,194 | | Abdellah Merad EVP, Core Services and Equipment | 2024 | 900,000 | 3,699,933 | 736,380 | — | 256,208 | 5,592,521 | | | 2023 | 800,000 | 3,500,022 | 1,213,600 | 80,154 | 235,407 | 5,829,183 | | | 2022 | 787,500 | 3,499,995 | 620,150 | — | 290,716 | 5,198,361 | | Dianne Ralston Chief Legal Officer and Secretary | 2024 | 825,000 | 3,199,958 | 695,640 | 356,098 | 167,739 | 5,244,435 | | | 2023 | 750,022 | 3,199,909 | 1,137,750 | 270,729 | 78,435 | 5,436,845 | | | 2022 | 750,022 | 3,199,948 | 581,250 | 361,028 | 94,160 | 4,986,408 |
2024 Summary Compensation Table
| (1) Includes the value of PSU and RSU awards. For 2024, each amount reflected in the “Stock Awards” column is the aggregate grant date fair value of (x) the 2024 FCF Margin PSUs, 2024 ROCE PSUs and 2024 TSR PSUs at target level performance, and (y) the 2024 RSUs that were granted to our NEOs. Each amount reflects an accounting expense and does not correspond to actual value that may be realized by a NEO in the future. The number of equity awards granted in 2024 to each NEO is provided in the Grants of Plan-Based Awards in 2024 table on page 50. PSUs and RSUs do not pay dividends or dividend equivalents or have voting rights prior to vesting. Accordingly, the fair value of the 2024 FCF Margin PSUs, 2024 ROCE PSUs and 2024 RSUs was the quoted market price of our common stock on the grant date less the present value of the expected dividends not received prior to vesting. The fair value of the 2024 TSR PSUs was determined based on a Monte Carlo simulation. Amounts may not add to the values shown in Grants of Plan-Based Awards in 2024 table due to rounding. Additional assumptions that we use in calculating these amounts are incorporated herein by reference to Note 12, “Stock-based Compensation Plans” to the Consolidated Financial Statements contained in our 2024 Annual Report. | | The value of each NEO’s 2024 LTI grants at the grant date, assuming achievement of the maximum performance level for all PSUs, would be: Mr. Le Peuch — $24,749,994; Mr. Biguet — $7,399,866; Mr. Al Mogharbel — $7,399,866; Mr. Merad — $7,399,866; and Ms. Ralston — $6,399,915. | | The NEOs may never realize any value from these LTI grants and, to the extent that they do, the amounts realized may have no correlation to the amounts reported above. | | (2) The changes in pension value reported in this column represent the increase in the actuarial present value of a NEO’s accumulated benefit under all benefit and actuarial pension plans in which the NEO participates. This change in present value is not a current cash payment. It represents the change in the value of the NEO’s pensions, which are only paid after retirement. For 2024, due to the increase in the discount rate over 2023, the change in present value is negative for the following NEOs: Mr. Al Mogharbel — $(7,443); and Mr. Merad — $(16,089). There are no nonqualified deferred compensation earnings reflected in this column because no NEO received above-market or preferential earnings on such compensation during 2024, 2023, or 2022. | | (3) Relocation assistance is provided to all employees on a company-wide basis. The amount disclosed for Mr. Le Peuch consists of unfunded credits to the Restoration Savings Plan ($336,501), employer contributions to the SLB 401(k) Plan ($22,150), financial planning services ($13,800), and housing allowance ($51,892). The amount disclosed for Mr. Biguet consists of unfunded credits to the Restoration Savings Plan ($128,667), employer contributions to the SLB 401(k) Plan ($22,150), financial planning services ($13,800), and housing allowance ($51,892). The amount disclosed for Mr. Al Mogharbel consists of unfunded credits to the Restoration Savings Plan ($191,265), employer contributions to the SLB 401(k) Plan ($32,500), and financial planning services ($13,800). The amount disclosed for Mr. Merad consists of unfunded credits to the Restoration Savings Plan ($141,488), employer contributions to the SLB 401(k) Plan ($28,750), financial planning services ($13,800), and children’s education ($72,170). The amount disclosed for Ms. Ralston consists of unfunded credits to the Restoration Savings Plan ($113,243), employer contributions to the SLB 401(k) Plan ($32,500), financial planning services ($13,800), and club membership ($8,197). |
2024 Summary Compensation Table
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Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024 The following table provides additional information regarding cash incentive and PSU and RSU awards granted to our NEOs in 2024.
Grants of Plan-Based Awards in 2024
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock | Grant Date Fair Value of Stock | | Name | Award Type(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Awards (#)(4) | Awards ($)(5) | | O. Le Peuch | | | 871,200 | 2,227,500 | 4,952,475 | | | | | | | | FCFM PSU | 1/17/24 | | | | 34,529 | 69,057 | 172,643 | | 3,093,754 | | | ROCE PSU | 1/17/24 | | | | 1 | 69,057 | 172,643 | | 3,093,754 | | | TSR PSU | 1/17/24 | | | | 15,692 | 62,766 | 125,532 | | 3,093,736 | | | 3-year RSU | 1/17/24 | | | | | | | 69,057 | 3,093,754 | | S. Biguet | | | 315,000 | 810,000 | 1,800,900 | | | | | | | | FCFM PSU | 1/17/24 | | | | 10,324 | 20,647 | 51,618 | | 924,986 | | | ROCE PSU | 1/17/24 | | | | 1 | 20,647 | 51,618 | | 924,986 | | | TSR PSU | 1/17/24 | | | | 4,692 | 18,766 | 37,532 | | 924,976 | | | 3-year RSU | 1/17/24 | | | | | | | 20,647 | 924,986 | | K. Al Mogharbel | | | 315,000 | 810,000 | 1,800,900 | | | | | | | | FCFM PSU | 1/17/24 | | | | 10,324 | 20,647 | 51,618 | | 924,986 | | | ROCE PSU | 1/17/24 | | | | 1 | 20,647 | 51,618 | | 924,986 | | | TSR PSU | 1/17/24 | | | | 4,692 | 18,766 | 37,532 | | 924,976 | | | 3-year RSU | 1/17/24 | | | | | | | 20,647 | 924,986 | | A. Merad | | | 315,000 | 810,000 | 1,800,900 | | | | | | | | FCFM PSU | 1/17/24 | | | | 10,324 | 20,647 | 51,618 | | 924,986 | | | ROCE PSU | 1/17/24 | | | | 1 | 20,647 | 51,618 | | 924,986 | | | TSR PSU | 1/17/24 | | | | 4,692 | 18,766 | 37,532 | | 924,976 | | | 3-year RSU | 1/17/24 | | | | | | | 20,647 | 924,986 | | D. Ralston | | | 288,750 | 742,500 | 1,650,825 | | | | | | | | FCFM PSU | 1/17/24 | | | | 8,929 | 17,857 | 44,643 | | 799,994 | | | ROCE PSU | 1/17/24 | | | | 1 | 17,857 | 44,643 | | 799,994 | | | TSR PSU | 1/17/24 | | | | 4,058 | 16,230 | 32,460 | | 799,977 | | | 3-year RSU | 1/17/24 | | | | | | | 17,857 | 799,994 |
Grants of Plan-Based Awards in 2024
| (1) All equity grants were awarded under the 2017 SLB Omnibus Stock Incentive Plan (as amended and restated, the 2017 Incentive Plan). | | (2) These columns show the possible cash incentive payouts for each NEO for fiscal year 2024 based on performance goals set for the year. Threshold, target, and maximum possible payouts are based on the STI range established for each NEO, which is expressed as a percentage of base salary for the year. Actual cash incentive amounts earned for 2024 are reflected in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table. For information about the 2024 STI awards paid to our NEOs, see “Compensation Discussion and Analysis—Elements of 2024 Total Compensation—Short-Term Cash Incentive Awards” beginning on page 35. | | (3) Relates to PSUs, all of which are subject to a three-year performance period. See “Compensation Discussion and Analysis—Elements of 2024 Total Compensation—Long-Term Equity Incentive Awards” beginning on page 40 for a detailed description of our PSUs, including the criteria to be applied in determining vesting of PSUs. “Threshold” represents the number of shares deliverable on achievement of the applicable threshold performance goal under each PSU grant. The PSU award agreements provide that no PSUs will vest unless a specified threshold level of performance is achieved. “Target” represents the number of shares deliverable on achievement of target performance under each PSU grant, and “Maximum” reflects the highest possible payout (250% of target for the 2024 FCF Margin PSUs and 2024 ROCE PSUs, and 200% of target for the 2024 TSR PSUs). PSUs do not accrue or pay dividends or dividend equivalents prior to vesting. Vested PSUs are paid in shares of our common stock. | | (4) Relates to RSUs, all of which will vest on the third anniversary of the grant date, subject to continued employment with SLB. RSUs do not accrue or pay dividends or dividend equivalents prior to vesting. Vested RSUs are paid in shares of our common stock. | | (5) With respect to PSU awards, this column reflects the grant date fair value for such PSUs at target. We calculated the grant date fair value of each PSU award by multiplying the number of PSUs at target by the applicable grant date fair values for the PSUs: (i) $44.80 for the 2024 FCF Margin PSUs and 2024 ROCE PSUs; and (ii) $49.29 for the 2024 TSR PSUs. With respect to RSU awards, we calculated the grant date fair value by multiplying the number of RSUs by the grant date fair value of $44.80. |
Grants of Plan-Based Awards in 2024
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Outstanding Equity Awards at Year-End 2024
Outstanding Equity Awards at Year-End 2024 The following table provides additional information regarding outstanding and unexercised stock options and outstanding PSU and RSU awards for each of our NEOs as of December 31, 2024.
Outstanding Equity Awards at Year-End 2024
| | Option Awards | | | | | Stock Awards | | | | | Name | Option/ PSU/RSU Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(1) | | O. Le Peuch | 4/16/2015 | 24,000 | — | 91.740 | 4/16/2025 | | | | | | | 4/20/2016 | 30,000 | — | 80.525 | 4/20/2026 | | | | | | | 1/19/2017 | 15,000 | — | 87.380 | 1/19/2027 | | | | | | | 1/19/2022 | | | | | | | 242,204(2) | 9,286,101 | | | 1/19/2022 | | | | | 83,705(3) | 3,209,250 | | | | | 1/18/2023 | | | | | | | 156,260(4) | 5,991,008 | | | 1/18/2023 | | | | | 54,103(5) | 2,074,309 | | | | | 1/17/2024 | | | | | | | 200,880(6) | 7,701,739 | | | 1/17/2024 | | | | | 69,057(7) | 2,647,645 | | | | S. Biguet | 1/15/2015 | 18,000 | — | 77.795 | 1/15/2025 | | | | | | | 1/21/2016 | 28,000 | — | 61.920 | 1/21/2026 | | | | | | | 1/19/2022 | | | | | | | 70,643(2) | 2,708,453 | | | 1/19/2022 | | | | | 24,414(3) | 936,033 | | | | | 1/18/2023 | | | | | | | 45,576(4) | 1,747,384 | | | 1/18/2023 | | | | | 15,780(5) | 605,005 | | | | | 1/17/2024 | | | | | | | 60,060(6) | 2,302,700 | | | 1/17/2024 | | | | | 20,647(7) | 791,606 | | | | K. Al Mogharbel | 1/15/2015 | 71,000 | — | 77.795 | 1/15/2025 | | | | | | | 1/21/2016 | 114,000 | — | 61.920 | 1/21/2026 | | | | | | | 1/19/2022 | | | | | | | 70,643(2) | 2,708,453 | | | 1/19/2022 | | | | | 24,414(3) | 936,033 | | | | | 1/18/2023 | | | | | | | 45,576(4) | 1,747,384 | | | 1/18/2023 | | | | | 15,780(5) | 605,005 | | | | | 1/17/2024 | | | | | | | 60,060(6) | 2,302,700 | | | 1/17/2024 | | | | | 20,647(7) | 791,606 | | | | A. Merad | 4/16/2015 | 20,000 | — | 91.740 | 4/16/2025 | | | | | | | 4/20/2016 | 20,000 | — | 80.525 | 4/20/2026 | | | | | | | 1/19/2022 | | | | | | | 64,587(2) | 2,476,266 | | | 1/19/2022 | | | | | 22,321(3) | 855,787 | | | | | 4/19/2022 | | | | | | | 5,604(2) | 214,857 | | | 4/19/2022 | | | | | 1,799(8) | 68,974 | | | | | 1/18/2023 | | | | | | | 45,576(4) | 1,747,384 | | | 1/18/2023 | | | | | 15,780(5) | 605,005 | | | | | 1/17/2024 | | | | | | | 60,060(6) | 2,302,700 | | | 1/17/2024 | | | | | 20,647(7) | 791,606 | | | | D. Ralston | 1/19/2022 | | | | | | | 64,587(2) | 2,476,266 | | | 1/19/2022 | | | | | 22,321(3) | 855,787 | | | | | 1/18/2023 | | | | | | | 41,668(4) | 1,597,551 | | | 1/18/2023 | | | | | 14,427(5) | 553,131 | | | | | 1/17/2024 | | | | | | | 51,944(6) | 1,991,533 | | | 1/17/2024 | | | | | 17,857(7) | 684,637 | | |
Outstanding Equity Awards at Year-End 2024
| (1) Market value is based on $38.34, the December 31, 2024 closing price of shares of our common stock, multiplied by the number of unvested PSUs or RSUs reflected in the previous column. | | (2) Reflects the target number of FCF Margin PSUs, ROCE PSUs, and TSR PSUs that were issued in January 2022 and, solely to Mr. Merad, April 2022, and that were scheduled to vest in January 2025, subject to the achievement of performance conditions. The combined number of FCF Margin PSUs, ROCE PSUs, and TSR PSUs that actually vested in January 2025 for each NEO was as follows: Mr. Le Peuch — 256,579; Mr. Biguet — 74,836; Mr. Al Mogharbel — 74,836; Mr. Merad — 74,089; and Ms. Ralston — 68,420. | | (3) Reflects the number of three-year RSUs that were issued in January 2022 and that vested on January 19, 2025. |
Outstanding Equity Awards at Year-End 2024
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Outstanding Equity Awards at Year-End 2024
| (4) Reflects the target number of FCF Margin PSUs, ROCE PSUs, and TSR PSUs that were issued in January 2023, and that will vest, if at all, in January 2026, subject to the achievement of performance conditions. | | (5) Reflects the number of three-year RSUs that were issued in January 2023 and that will vest on January 18, 2026, subject to continued employment with SLB through that date. | | (6) Reflects the target number of FCF Margin PSUs, ROCE PSUs, and TSR PSUs that were issued in January 2024 and that will vest, if at all, in January 2027, subject to the achievement of performance conditions. | | (7) Reflects the number of three-year RSUs that were issued in January 2024 and that will vest on January 17, 2027, subject to continued employment with SLB through that date. | | (8) Reflects the number of three-year RSUs that were issued to Mr. Merad in April 2022 and that will vest on April 19, 2025, subject to his continued employment with SLB through that date. |
Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024 The following table provides additional information regarding stock options that were exercised and PSU and RSU awards that vested during 2024 for our NEOs.
Option Exercises and Stock Vested in 2024
| | 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 ($) | | O. Le Peuch | — | — | 553,205 | 27,460,064 | | S. Biguet | — | — | 168,585 | 8,368,245 | | K. Al Mogharbel | — | — | 184,389 | 9,152,726 | | A. Merad | — | — | 168,585 | 8,368,245 | | D. Ralston | — | — | 168,585 | 8,368,245 |
Pension Benefits
Pension Benefits We maintain the following pension plans for our NEOs and other employees who began employment with SLB at times when new hires were eligible to participate. These plans provide for lifetime pensions upon retirement, based on years of service:
Pension Benefits
| • | Schlumberger Technology Corporation Pension Plan (STC Pension Plan), | | • | Schlumberger Technology Corporation Supplementary Benefit Plan (STC Supplementary Plan), | | • | Schlumberger Limited Supplementary Benefit Plan (SLB Supplementary Plan), and | | • | Schlumberger International Staff Pension Plan (International Staff Pension Plan). |
Pension Benefits
The following table and the discussion below provide information regarding pension benefits payable to our NEOs.
Pension Benefits
| Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefits ($)(2) | Payments During Last Fiscal Year | | O. Le Peuch | STC Pension Plan | 14.75 | 918,353 | — | | | STC Supplementary Plan | 7.25 | 1,018,429 | — | | | SLB Supplementary Plan | 6.00 | 5,291,633 | — | | | International Staff Pension Plan | 6.50 | 1,939,954 | — | | S. Biguet | STC Pension Plan | 10.41 | 722,735 | — | | | SLB Supplementary Plan | 8.00 | 2,693,572 | — | | | International Staff Pension Plan | 3.70 | 185,545 | — | | K. Al Mogharbel | International Staff Pension Plan | 16.20 | 1,382,893 | — | | A. Merad | International Staff Pension Plan | 14.90 | 868,518 | — | | D. Ralston | SLB Supplementary Plan | 9.50 | 1,122,239 | — |
Pension Benefits
| (1) The “Number of Years of Credited Service” column reflects each NEO’s actual years of service as a participant in each plan. | | (2) The present value of accumulated benefits is calculated using the Pri-2012 healthy retiree amount-weighted table for participants and the contingent survivor amount-weighted table for spouses, both with generational projection using SSA-2024, and a discount rate of 5.70% at December 31, 2024. Retirement in each case is assumed to be the earlier of normal retirement age or December 31, 2024 if the NEO is employed after normal retirement age, or, as to our U.S. plans, the date that the sum of the NEO’s age plus years of service has reached, or is expected to reach, 85, but not before the NEO reaches age 55. Additional assumptions that we use in calculating the present value of accumulated benefits are incorporated herein by reference to Note 17, “Pension and Other Postretirement Benefit Plans” to the Consolidated Financial Statements contained in our 2024 Annual Report. |
Pension Benefits
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Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table and the discussion below provide information regarding nonqualified deferred compensation payable to our NEOs.
Nonqualified Deferred Compensation
| Name | Plan Name | Executive Contributions in Last FY ($)(1) | Company Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | O. Le Peuch | SLB Supplementary Plan | — | — | 10,191 | — | 123,275 | | | International Staff Profit Sharing Plan | — | — | 197,756 | — | 1,862,297 | | | Restoration Savings Plan | 961,430 | 336,501 | 1,430,247 | — | 9,936,095 | | S. Biguet | SLB Supplementary Plan | — | — | 959 | — | 19,870 | | | International Staff Profit Sharing Plan | — | — | 52,074 | — | 547,698 | | | Restoration Savings Plan | 183,810 | 128,667 | 563,867 | — | 2,925,467 | | K. Al Mogharbel | SLB Supplementary Plan | — | — | 22,081 | — | 210,668 | | | International Staff Profit Sharing Plan | — | — | 99,175 | — | 933,949 | | | Restoration Savings Plan | 191,265 | 191,265 | 661,689 | — | 4,185,286 | | A. Merad | SLB Supplementary Plan | — | — | 404 | — | 3,850 | | | International Staff Profit Sharing Plan | — | — | 157,876 | — | 689,847 | | | Restoration Savings Plan | 106,116 | 141,488 | 283,693 | — | 1,279,533 | | D. Ralston | Restoration Savings Plan | 242,663 | 113,243 | 256,705 | — | 992,637 |
Nonqualified Deferred Compensation
| (1) Represents a NEO’s elective contributions to the Restoration Savings Plan of a portion of base salary and non-equity incentive plan compensation. | | (2) Represents SLB’s contributions to each NEO’s SLB Supplementary Plan, International Staff Profit Sharing Plan, and Restoration Savings Plan accounts, as applicable, which amounts are also reported as 2024 “All Other Compensation” in the 2024 Summary Compensation Table. | | (3) Represents each NEO’s account balances for the SLB Supplementary Plan, International Staff Profit Sharing Plan, and Restoration Savings Plan, as applicable. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Our NEOs generally receive the same benefits as our other employees. As is the case with our other compensation arrangements, any differences are generally due to local (country-specific) requirements. In line with this practice, our NEOs do not have employment agreements, severance agreements, “golden parachutes,” or change in control agreements. Our NEOs serve at the will of the Board, which enables SLB to terminate their employment using judgment as to the necessity or terms of any severance arrangement and based on specific circumstances at the time they cease being executive officers. All employees who receive equity awards, including our NEOs, are subject to the same terms and conditions in the event of a termination or change in control, except for certain stock options that were assumed in connection with our acquisition of Cameron International Corporation (Cameron), none of which are held by our NEOs.
CEO Pay Ratio
CEO Pay Ratio Based on the methodology described below, our CEO’s 2024 total compensation was 185 times that of our median employee. Our pay ratio is affected by many factors, and may not be comparable to the pay ratios reported by other companies, even in the technology and energy services industries. For example, the following factors may affect the comparability of our pay ratio:
CEO Pay Ratio
| • | our large global workforce, which may have significantly lower wages than a predominantly U.S.- or European-based workforce, | | • | varied methodologies for calculating total compensation for both the median employee and the CEO, which may include exclusions that SLB has elected not to make, and | | • | varied currency exchange rates. |
CEO Pay Ratio
To identify our median employee, we determined that, as of October 1, 2024, we had 102,542 employees working in 101 countries. This is the number of all employees on our different payroll systems as of that date, other than those employees of joint ventures whose salaries and compensation we do not set or control. In line with our global operations, we follow local market practices regarding pay levels and pay elements. In some cases, these local practices include paying relatively lower base salaries (upon conversion to U.S. dollars), plus additional compensation elements such as coefficients, housing, schooling, utilities, and other standard payments. We have excluded from our calculation of our median employee all employees located in the following countries, where either we have very few employees or where local pay practices diverge significantly from U.S. and European practices (all excluded employees collectively representing less than 5% of our total employees in 2024): Algeria, Bangladesh, Cameroon, Georgia, Indonesia, Libya, Nigeria, Pakistan, Philippines, South Sudan, Venezuela, and Yemen. After excluding these employees and for purposes of determining our median employee, we had 97,434 employees working in 89 countries. We did not make any cost-of-living adjustments when identifying our median employee. A variety of pay elements comprise our employees’ total compensation, including base salary, field bonuses, annual performance-based cash incentives, commissions, and other benefits. The incentive awards an employee is eligible for are based on his or her pay grade and reporting level, and are consistently applied across the company. Cash incentives, rather than equity, are the primary vehicle of incentive compensation for most of our employees. While all employees earn an annual base salary, not all receive cash incentive payments. Furthermore, fewer than 4% of our employees receive equity awards. Consequently, for purposes of applying a consistent compensation metric for determining our median employee, we selected annual base salary as the sole, and most appropriate, compensation element. We used the annual base salary of our employees as reflected in our human resources systems on October 1, 2024, excluding that of our CEO, in preparing our data set. Using this methodology, we determined that our median employee was a full-time, salaried employee working in Australia as a Field Services Specialist, whose 2024 total compensation was $93,576. Our CEO’s total compensation for 2024 was $17,310,864 (as reflected in the 2024 Summary Compensation Table).
CEO Pay Ratio
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Pay vs. Performance Comparison
Pay vs. Performance Comparison As discussed in the CD&A above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of SLB’s financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2024, 2023, 2022, 2021, and 2020.
Pay vs. Performance Comparison
| | Summary Compensation Table Total for CEO ($) | | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | Value of Initial Fixed $100 Investment Based on: | | (Stated in millions) | | | Year | (1) | Compensation Actually Paid to CEO ($)(2) | (3) | (2)(3) | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income (Loss) ($) | Adjusted EBITDA ($)(5) | | 2024 | 17,310,864 | 2,751,129(6) | 5,650,820 | 1,470,258(7) | $106.48 | $111.15 | 4,579 | 9,070 | | 2023 | 18,249,585 | 26,165,195 | 5,907,339 | 9,304,743 | $140.98 | $134.09 | 4,275 | 8,107 | | 2022 | 15,713,757 | 39,478,899 | 5,087,891 | 17,341,223 | $142.09 | $146.82 | 3,492 | 6,462 | | 2021 | 16,795,502 | 32,392,156 | 6,353,971 | 13,116,171 | $78.43 | $82.83 | 1,928 | 4,925 | | 2020 | 5,650,084 | (10,610,514) | 6,081,217 | 2,190,708 | $56.19 | $63.45 | (10,486) | 4,313 |
Pay vs. Performance Comparison
| (1) The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. Le Peuch, in the 2024 Summary Compensation Table for fiscal years 2024, 2023, 2022, 2021, and 2020. Mr. Le Peuch served as CEO for each of the years presented. |
Pay vs. Performance Comparison
| (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO or other NEOs during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year, and (iii) certain pension-related costs. For reconciliations of the “compensation actually paid” in 2024 to the “Total” compensation amounts for 2024 reported in the 2024 Summary Compensation Table (SCT) on page 49 of this proxy statement, see footnotes (6) and (7) below. | | (3) For 2024 and 2023, reflects average compensation information for our NEOs, other than our CEO, as described in the CD&A of this proxy statement. For 2022, reflects average compensation information for Mr. Al Mogharbel, Mr. Biguet, Mr. Merad, and Ms. Ralston, as well as Ashok Belani, SLB’s former EVP, New Energy. For 2021, reflects average compensation information for Mr. Al Mogharbel and Mr. Biguet, as well as Mr. Belani and Hinda Gharbi, SLB’s former EVP, Services and Equipment. For 2020, reflects average compensation information for Mr. Al Mogharbel and Mr. Biguet, as well as Mr. Belani, Ms. Gharbi, and Simon Ayat, SLB’s former EVP and Chief Financial Officer. |
Pay vs. Performance Comparison
| (4) Reflects cumulative total shareholder return of the Philadelphia Oil Services Sector (OSX) index, as of December 31, 2024, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The OSX is the peer group used by SLB for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our 2024 Annual Report. |
Pay vs. Performance Comparison
| (5) Adjusted EBITDA represents income before taxes, excluding charges and credits, depreciation and amortization, interest expense, and interest income. Adjusted EBITDA is a non-GAAP measure. See Appendix A for reconciliations of non-GAAP measures to their most comparable GAAP measures. |
Pay vs. Performance Comparison
| (6) To calculate the amount of “compensation actually paid” to our CEO for 2024, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the SCT: |
Pay vs. Performance Comparison
| Year | Summary Compensation Table Total for CEO ($) | Reported Value of Equity Awards for CEO ($)(a) | Equity Award Adjustments for CEO ($)(b) | Reported Change in the Actuarial Present Value of Pension Benefits for CEO ($)(c) | Pension Benefit Adjustments for CEO ($)(d) | Compensation Actually Paid to CEO ($) | | 2024 | 17,310,864 | (12,374,997) | (1,539,594) | (819,155) | 174,011 | 2,751,129 |
Pay vs. Performance Comparison
| (a) Represents the grant date fair value of the equity awards to our CEO in 2024, as reported in the “Stock Awards” column in the SCT. | | (b) Represents the year-over-year change in the fair value of equity awards to our CEO, as itemized in the table below. No awards vested in the year they were granted. |
Pay vs. Performance Comparison
| Fair Value of Equity Awards for CEO | ($) | | As of year-end for awards granted during 2024 | 11,388,119 | | Year-over-year decrease of unvested awards granted in prior years | (12,214,442) | | Decrease from prior fiscal year-end for awards that vested during 2024 | (713,270) | | Total Equity Award Adjustments | (1,539,594) |
Pay vs. Performance Comparison
| (c) Represents the change in 2024 in the actuarial present value of our CEO’s accumulated benefit under all benefit and actuarial pension plans in which he participates, as reported in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column in the SCT. | | (d) Represents the actuarially determined service cost for services rendered in 2024 under all benefit and actuarial pension plans in which our CEO participates. |
Pay vs. Performance Comparison
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Pay vs. Performance Comparison
| (7) To calculate the amount of average “compensation actually paid” to our NEOs other than our CEO for 2024, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-CEO NEOs as reported in the SCT: |
Pay vs. Performance Comparison
| Year | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Reported Value of Equity Awards for Non-CEO NEOs ($)(w) | Average Equity Award Adjustments for Non-CEO NEOs ($)(x) | Average Reported Change in the Actuarial Present Value of Pension Benefits for Non-CEO NEOs ($)(y) | Average Pension Benefit Adjustments for Non-CEO NEOs ($)(z) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | 2024 | 5,650,820 | (3,574,939) | (418,278) | (237,681) | 50,336 | 1,470,258 |
Pay vs. Performance Comparison
| (w) Represents the average of the grant date fair value of the equity awards to our non-CEO NEOs in 2024, as reported in the “Stock Awards” column in the SCT. | | (x) Represents the average of the year-over-year change in the fair value of equity awards to our non-CEO NEOs, as itemized in the table below. No awards vested in the year they were granted. |
Pay vs. Performance Comparison
| Fair Value of Equity Awards for Non-CEO NEOs | ($) | | As of year-end for awards granted during 2024 | 3,289,850 | | Year-over-year decrease of unvested awards granted in prior years | (3,485,669) | | Decrease from prior fiscal year-end for awards that vested during 2024 | (222,459) | | Total Equity Award Adjustments | (418,278) |
Pay vs. Performance Comparison
| (y) Represents the average change in 2024 in the actuarial present value of the accumulated benefits to our non-CEO NEOs under all benefit and actuarial pension plans in which they participate, as reported in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column in the SCT. | | (z) Represents the actuarially determined service cost for services rendered in 2024 under all benefit and actuarial pension plans in which our non-CEO NEOs participate. |