The feedback from this effort indicated that our overall compensation program design is supported by our shareholders. For this and other reasons, the Compensation Committee determined that the overall structure of the compensation program is sound and closely aligns the interests of both company management and our shareholders. Based on shareholder feedback received in 2019, effective January 1, 2020, we:

	Modified financial metrics for determining short-term incentives to increase our emphasis on free cash flow and capital discipline		Replaced CVA with two distinct metrics, weighted as follows, for the 2020 plan year: •   75% Net Operating Profit After-Taxes (NOPAT) •   25% Asset Turns
	Increased emphasis on performance-based long-termincentives		Modified our long-term incentive mix (as illustrated in the graphic below):
			•   Increased weight of performance units to 70% (up from 50%) •   Reduced weight of restricted stock to 30% •   Eliminated stock options for NEOs
	Added a second financial metric for determininglong-term performance-based awards under the PUP		Added a relative Total Shareholder Return (TSR) modifier for the 2020 PUP performance cycle; compares performance to the Oilfield Services Index (OSX); penalizes bottom quartile performance or rewards top-quartile performance
	Increased equity component of long-term incentives		Changed PUP to issue new awards (contingent on three-year performance period) 50% in stock (previously delivered entirely in cash) so that 65% of long-term incentives is delivered in equity

Increased Emphasis on Long-Term Performance-Based Equity

	Back to Contents HALLIBURTON Notice of Annual Meeting of Shareholders to be held May 15, 2019 April 2, 2019 Halliburton Company, a Delaware corporation, will hold its Annual Meeting of Shareholders on Wednesday, May 15, 2019,

Notice of Annual Meeting of Shareholders to be held May 19, 2021

April 6, 2021

Halliburton Company, a Delaware corporation, will hold its Annual Meeting of Shareholders on Wednesday, May 19, 2021, at 9:00 a.m. Central Daylight Time at its corporate office at 3000 N. Sam Houston Parkway East, Life Center - Auditorium, Houston, Texas 77032.

 

At the meeting, the shareholders will be asked to consider and act upon the matters discussed in the attached proxy statement as follows:

1.	To elect the ten nominees named in the attached proxy statement as follows: Directors to serve for the ensuing year and until their successors shall be elected and shall qualify.
2.	To consider and act upon a proposal to ratify the appointment of KPMG LLP as principal independent public accountants to examine the financial statements and books and records of Halliburton for the year ending December 31, 2021.
3.	To consider and act upon advisory approval of our executive compensation.
4.	To consider and act upon a proposal to amend and restate the Halliburton Company Stock and Incentive Plan.
5.	To consider and act upon a proposal to amend and restate the Halliburton Company Employee Stock Purchase Plan.
6.	To transact any other business that properly comes before the meeting or any adjournment or adjournments of the meeting.

 

	1.	To elect the ten nominees named in the attached proxy statement as Directors to serve for the ensuing year and until their successors shall be elected and shall qualify.
	2.	To consider and act upon a proposal to ratify the appointment of KPMG LLP as principal independent public accountants to examine the financial statements and books and records of Halliburton for the year ending December 31, 2019.
	3.	To consider and act upon advisory approval of our executive compensation.
	4.	To consider and act upon a proposal to amend and restate the Halliburton Company Stock and Incentive Plan.
	5.	To transact any other business that properly comes before the meeting or any adjournment or adjournments of the meeting.

These items are fully described in the following pages, which are made a part of this Notice. The Board of Directors has set the close of business on March 18, 2019,

These items are fully described in the following pages, which are made a part of this Notice. The Board of Directors has set the close of business on March 22, 2021, as the record date for the determination of shareholders entitled to notice of and to vote at the meeting and at any adjournment of the meeting.

 

Internet Availability of Proxy Materials

 

On or about April 2, 2019,6, 2021, we mailed our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 20192021 proxy statement and 20182020 Annual Report on Form 10-K and how to vote online. The notice also provides instruction on how you can request a paper copy of these documents if you desire. If you received your annualAnnual Meeting materials via e-mail, the e-mail contains voting instructions and links to the proxy statement and Form 10-K on the Internet.

 

If You Plan to Attend

 

Attendance at the meeting is limited to shareholders and one guest each. Admission will be on a first-come, first-served basis. Registration will begin at 8:00 a.m., and the meeting will begin at 9:00 a.m. Each shareholder holding stock in a brokerage account will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Please note that you will be asked to present valid picture identification, such as a driver’s license or passport.

 

Potential Impact of Coronavirus (COVID-19) Pandemic on Meeting

We intend to hold our Annual Meeting in person this year. However, continuing public health concerns of our shareholders regarding the coronavirus (COVID-19) pandemic and the protocols that federal, state, and local governments may recommend or impose may necessitate conducting the meeting by means of remote communication. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting at least one week before our meeting, which may include holding the meeting solely by means of remote communication. We may also need to change the date or the time of the meeting. Please monitor our website at www.halliburton.com for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

It is important that you retain a copy of the control number found on the proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials, as such number will be required in order for shareholders to gain access to any meeting held solely by means of remote communication.

By order of the Board of Directors

 

 

Robb L. VoylesVan H. Beckwith

Executive Vice President, Secretary and General CounselChief Legal Officer

You are urged to vote your shares as promptly as possible by following the voting instructions in the Notice of Internet Availability of Proxy Materials.

GeneralInformation

We are providing these proxy materials to you in connection with the solicitation by the Board of Directors of Halliburton Company of proxies to be voted at our 2019 Annual Meeting of Shareholders and at any adjournment or postponement of the meeting. By executing and returning the enclosed proxy, by following the enclosed voting instructions, or by voting via the Internet or by telephone, you authorize the persons named in the proxy to represent you and vote your shares on the matters described in the Notice of Annual Meeting.

The Notice of Internet Availability of Proxy Materials is being sent to shareholders on or about April 2, 2019. Our Annual Report on Form 10-K, including financial statements, for the fiscal year ended December 31, 2018, accompanies this proxy statement. The Annual Report on Form 10-K shall not be considered as a part of the proxy solicitation materials or as having been incorporated by reference.

Subject to space availability, all shareholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting and each may be accompanied by one guest. Admission to the Annual Meeting will be on a first-come, first-served basis. Registration will begin at 8:00 a.m. and the Annual Meeting will begin at 9:00 a.m. Please note that we will ask you to present valid picture identification, such as a driver’s license or passport, when you check in at the registration desk.

If you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date.

You may not bring cameras, recording equipment, electronic devices, large bags, briefcases, or packages into the Annual Meeting.

If you attend the Annual Meeting, you may vote in person. If you are not present, you can only vote your shares if you have voted via the Internet, by telephone, or returned a properly executed proxy; in these cases, your shares will be voted as you specify. If you return a properly executed proxy and do not specify a vote, your shares will be voted in accordance with the recommendations of the Board. You may revoke the authorization given in your proxy at any time before the shares are voted at the Annual Meeting.

The record date for determination of the shareholders entitled to vote at the Annual Meeting is the close of business on March 18, 2019. Our common stock, par value $2.50 per share, is our only class of capital stock that is outstanding. As of March 18, 2019, there were 872,764,135 shares of our stock outstanding. Each outstanding share of common stock is entitled to one vote on each matter submitted to the shareholders for a vote at the Annual Meeting. We will keep a complete list of shareholders entitled to vote at our principal executive office for ten days before and will have the list available at the Annual Meeting. Our principal executive office is located at 3000 N. Sam Houston Parkway East, Administration Building, Houston, Texas 77032.

Votes cast by proxy or in person at the Annual Meeting will be counted by the persons we appoint to act as election inspectors for the Annual Meeting. Except as set forth below, the affirmative vote of the majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter will be the act of the shareholders. Shares for which a shareholder has elected to abstain on a matter will count for purposes of determining the presence of a quorum and, except as set forth below, will have the effect of a vote against the matter.

Each Director shall be elected by the vote of the majority of the votes cast by holders of shares represented in person or by proxy and entitled to vote in the election of Directors, provided that if the number of nominees exceeds the number of Directors to be elected and all shareholder-proposed nominees have not been withdrawn before the tenth (10^th) day preceding the day we mail the Notice of Internet Availability of Proxy Materials to shareholders for the Annual Meeting, the Directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the election of Directors. A majority of the votes cast means that the number of shares voted “for” a Director must exceed the number of votes cast “against” that Director; we will not count abstentions. As a condition to being nominated by the Board for continued service as a Director, each Director nominee has signed and delivered to the Board an irrevocable letter of resignation limited to and conditioned on that Director failing to achieve a majority of the votes cast at an election where Directors are elected by majority vote. For any Director nominee who fails to be elected by a majority of votes cast, where Directors are elected by majority vote, his or her irrevocable letter of resignation will be deemed tendered on the date the election results are certified. Such resignation shall only be effective upon acceptance by the Board.

The election inspectors will treat broker non-vote shares, which are shares held in street name that cannot be voted by a broker on specific matters in the absence of instructions from the beneficial owner of the shares, as shares that are present and entitled to vote for purposes of determining the presence of a quorum. In determining the outcome of any matter for which the broker does not have discretionary authority to vote, however, those shares will not have any effect on that matter. A broker may be entitled to vote those shares on other matters.

In accordance with our confidential voting policy, no particular shareholder’s vote will be disclosed to our officers, Directors, or employees, except:

The proxy solicitor, the election inspectors, and the tabulators of all proxies, ballots, and voting tabulations are independent and are not our employees.

CorporateGovernance

Corporate Governance Guidelines and Committee Charters

Our Board has long maintained a formal statement of its responsibilities and corporate governance guidelines to ensure effective governance in all areas of its responsibilities. Our Corporate Governance Guidelines which were revised in December 2018, are available on our website atwww.halliburton.comby clicking on the tab “About Us”tabs “Investors”, “Company Information”, and then the “Corporate Governance” link. The guidelines are reviewed periodically and revised as appropriate to reflect the dynamic and evolving processes relating to corporate governance, including the operation of the Board.

In order for our shareholders to understand how the Board conducts its affairs in all areas of its responsibility, the full text of the charters of our Audit; Compensation; Health, Safety and Environment; and Nominating and Corporate Governance Committees are also available on our website.

Except to the extent expressly stated otherwise, information contained on or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this proxy statement.

Code of Business Conduct

Our Code of Business Conduct, which applies to all of our employees and Directors and serves as the code of ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, and other persons performing similar functions, is available on our website. Any waivers to our Code of Business Conduct for our Directors or executive officers can only be made by our Audit Committee. There were no waivers of the Code of Business Conduct in 2018.2020.

Related Persons Transactions Policy

Our Board has adopted a written policy governing related persons transactions as part of the Board’s commitment to good governance and independent oversight. The policy covers transactions involving any of our Directors, executive officers, nominees for Director, greater than 5% shareholders, or any of their immediate family members, among others.

The types of transactions covered by this policy are transactions, arrangements, or relationships, or any series of similar transactions, arrangements, or relationships, including any indebtedness or guarantee of indebtedness, in which (1)(i) we or any of our subsidiaries were or will be a participant, (2)(ii) the aggregate amount involved exceeds $120,000 in any calendar year, and (3)(iii) any related person had, has, or will have a direct or indirect material interest.

Under the policy, we generally only enter into or ratify related persons transactions when the Board determines such transactions are in our best interests and the best interests of our shareholders. In determining whether to approve or ratify a related persons transaction, the Board will consider the following factors and other factors it deems appropriate:

The Board of Directorsand Standing Committees of Directors

The Board has standing Audit; Compensation; Health, Safety and Environment; and Nominating and Corporate Governance Committees. Each standing Committee is comprised of Directors who, in the business judgment of the Board, are independent, after considering all relevant facts and circumstances, including the independence standards set forth in our Corporate Governance Guidelines.

Our independence standards meet New York Stock Exchange, or NYSE, independence requirements. Our independence standards and compliance with those standards are periodically reviewed by the Nominating and Corporate Governance Committee. There were no relevant transactions, relationships,arrangements, or arrangementsrelationships not disclosed in this proxy statement that were considered by the Board in making its determination as to the independence of the Directors.

Board Leadership

Our Board believes that it is important to maintain flexibility to determine the appropriate leadership of the Board and whether the roles of Chairman and Chief Executive Officer should be combined or separate. Our Corporate Governance Guidelines provide that the Board consider annually whether it is appropriate for the same individual to fill both of those roles. When making that determination, the Board considers issues such as industry and financial expertise, in-depth knowledge of Halliburton and its business, and succession planning. At its latest annual review,In 2020, the Board decided that a combined leadership role would currently best serve the needs of the Company and its shareholders. On January 1, 2019, theThe Board appointedbelieves that Jeffrey A. Miller, our Chairman, President and Chief Executive Officer, as Chairman.with his industry expertise, financial expertise, and in-depth knowledge of Halliburton and its business, is the correct person to fill both roles. The Board also believes that Mr. Miller is best suited to lead the Board’s discussion and evaluation of the Company’s business, financial, and health, safety, environment, and sustainability strategy and performance. With the exception of Mr. Miller, the Board is composed of independent Directors.

Robert A. Malone is our Lead Independent Director. The Lead Independent Director’s role and responsibilities are set forth in the Lead Independent Director Charter adopted by the Board. These include serving as a liaison between the independent Directors and the Chairman; approving agendas for Board meetings; presiding over meetings and executive sessions of the independent Directors; and leading the Board’s annual evaluation of the CEO. following:

Robert A. Malone LEAD INDEPENDENT DIRECTOR			liaises between the independent Directors and the Chairman		advises management on and approves information sent to the Board
			approves agendas for Board meetings		approves schedules for meetings of the Board
			presides over meetings and executive sessions of the independent Directors		authorizes the retention of outside advisors and consultants who report directly to the Board
			leads the Board’s annual evaluation of the Chief Executive Officer		schedules meetings of the independent Directors as appropriate

��

Our Lead Independent Director Charter is available on our website atwww.halliburton.comwww.halliburton.com.. With the exception of Mr. Miller, the Board is composed of independent Directors.

Board and Committee Risk Oversight

We have implemented an Enterprise Risk Management (ERM) program to identify and analyze enterprise-level risks and their potential impact on our business. The objectives of our ERM program are to:

Our internal processes to identify and manage risks include our Code of Business Conduct, extensive policies and business practices, our financial controls, Internal Assurance Services audits of our internal controls and health, safety, environment, and service quality,sustainability, the activities of the Ethics & Compliance group of the Law Department, and our ERM program.

The Board provides oversight of the ERM program. The Audit Committee receives an annual ERM report on risk assessment and risk management in which risks are identified and assigned a significance rating based on potential consequences of the risk and the likelihood of occurrence.

Our Chief Executive Officer, who is primarily responsible for managing our day-to-day business, is ultimately responsible to the Board for all risk categories. Our executive officers are assigned responsibility for the various risk categories. The Board has delegated to its Committees the responsibility to monitor certain risks and receivesreceive regular updates on those risks. Certain risks monitored by each Committee are shown below.

Independent Committees

The Board believes that it has a strong governance structure in place to ensure independent oversight on behalf of all shareholders. All standing Committees of the Board are comprised solely of independent Directors. We have established processes for the effective oversight of critical issues entrusted to independent Directors, such as:

Members of the Committees of Our Board of Directors

Audit Committee	Audit	Compensation Committee		Health, Safety and Environment Committee		Nominating and Corporate Governance Committee
Alan M. Bennett*Name	Committee	William E. AlbrechtCommittee	Environment Committee	Governance Committee
Abdulaziz F. Al Khayyal		Abdulaziz F. Al Khayyal
James R. BoydWilliam E. Albrecht		James R. Boyd*#
M. Katherine Banks			William E. Albrecht
Alan M. Bennett			Alan M. Bennett
Nance K. DiccianiMilton Carroll		Milton Carroll
Nance K. Dicciani*			Milton Carroll*
Murry S. Gerber				Murry S. Gerber
Patricia Hemingway Hall
Robert A. Malone
Jeffrey A. Miller				Robert A. Malone
		Robert A. MaloneBhavesh V. Patel#

Chair

Member

Audit Committee

Compensation Committee

Health, Safety and Environment Committee

Nominating and Corporate Governance Committee

Board Attendance

During 2018,2020, the Board held 64 meetings and met in Executive Session, without management present, on 54 occasions.

Committee meetings were held as follows:

EightAll members of the Board attended 100% of the total number of meetings of the Board and the Committees on which he or she served during 2018 and all members of the Board attended at least 83% of those meetings.last fiscal year.

All of our Directors attended the 20182020 Annual Meeting, as required by our Corporate Governance Guidelines.

Evaluation of Board and Director Performance

The Board believes that a rigorous evaluation process is an essential component of strong corporate governance practices. The Nominating and Corporate Governance Committee annually conducts a three-part evaluation process to evaluate Board effectiveness and aid in succession planning. This process consists of a full Board evaluation, Committee evaluations, and individual Director evaluations. The evaluations, which are distributed and obtained through a third party platform, seek feedback on Board and Committee performance, processes, effectiveness, and opportunities for improvement. The results of the evaluations are reviewed and discussed with the Board, its Committees, and each individual Director.

As part of the annual process, each Director also completes a skill set survey. The Board uses the survey responses to evaluate the experience and expertise of existing Directors and to identify the skills and characteristics of future Director candidates to achieve and maintain an optimum mix of skills and characteristics.

Shareholder Nominations of Directors

Our By-laws provide that shareholders may nominate persons for election to the Board at a meeting of shareholders. In September 2016, our Board of Directors amended our By-laws to implement proxy access.

Shareholder nominations require written notice to the Corporate Secretary at the address of our principal executive offices set forth on page 165 of this proxy statement, and for the Annual Meeting of Shareholders in 2020,2022, must be received not less than 90 days nor more than 120 days prior to the anniversary date of the 20192021 Annual Meeting of Shareholders, or no later than February 15, 2020,18, 2022, and no earlier than January 16, 2020.19, 2022. The shareholder notice must contain, among other things, certain information relating to the shareholder and the proposed nominee as described in our By-laws. In addition, the proposed nominee may be required to furnish other information as we may reasonably require to determine the eligibility of the proposed nominee to serve as a Director.

TheOur By-laws also provide for proxy access for shareholder nominations of directors. The provision permits up to 20 shareholders owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials for a meeting of shareholders up to two directors or 20% of the Board, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the By-laws.

Our By-laws further provide that if a shareholder owning at least 1% of our issued and outstanding common stock continuously for at least one year as of the date the written notice of the nomination is submitted to us proposes a nominee not submitted under the proxy access provision, our Corporate Secretary will (i) obtain from such nominee any additional relevant information the nominee wishes to provide in consideration of his or her nomination, (ii) report on each such nominee to the Nominating and Corporate Governance Committee, and (iii) facilitate having each such nominee meet with the Nominating and Corporate Governance Committee as the Committee deems appropriate.

Qualifications of Directors

Candidates nominated for election or reelection to the Board should possess the following qualifications:

The Nominating and Corporate Governance Committee is responsible for assessing the appropriate mix of skills and characteristics required of Board members and periodically reviews and updates the criteria. In selecting Director nominees, the Board considers the personal characteristics, experience, and other criteria as set forth in our Corporate Governance Guidelines, as well as our specific needs and the needs of our Board at the time.

We value all types of diversity, including diversity of our Board. In evaluating the overall qualifications of a potential nominee, the Committee and Board take into account overall Board diversity in personal background, race, gender, age, and nationality. This process resulted in enhancement of our Board over the last several years with the addition of two women Directors and an ethnically diverse Director. In 2019, Dr. Banks and Ms. Hemingway Hall joined the Board. Dr. Banks contributes extensive experience in engineering and technology to the Board while Ms. Hemingway Hall contributes substantial public company and corporate governance experience. Mr. Patel joined the Board in 2021. His chemical industry experience will benefit us greatly as we expand our chemicals business.

Process for the Selection of New Directors

The Board is responsible for filling vacancies on the Board and ensuring regular refreshment of the Board. Our Corporate Governance Guidelines provide that each non-management Director shall retire from the Board immediately prior to the annual meeting of shareholders following his or her seventy-second (72^nd) birthday. The Board has delegated to the Nominating and Corporate Governance Committee the duty of selecting and recommending candidates to the Board for approval. The Nominating and Corporate Governance Committee will consider candidates for Board membership recommended by Board

members, our management, and shareholders. The Committee may also retain an independent executive search firm to identify candidates for consideration and to gather additional information about the candidate’s background, experience, and reputation. Mr. Patel was identified as a potential Director candidate by a non-management Director. A shareholder who wishes to recommend a candidate should notify our Corporate Secretary.

The Nominating and Corporate Governance Committee, in consultation with the Board, will determine the specific criteria for a new Director candidate. After the Nominating and Corporate Governance Committee identifies a candidate, the Committee will determine the appropriate method to evaluate the candidate. The preliminary determination regarding a candidate is based on the likelihood that the candidate will meet the Board membership criteria listed in our Corporate Governance Guidelines. The Committee will determine, after discussion with the Chairman of the Board and other Board members, whether a candidate should continue to be considered. If a candidate warrants additional consideration, the Committee and others, as appropriate, will interview the candidate. Once the evaluation and interviews are completed, the Committee will recommend to the Board whether the candidate should be appointed to the Board or proposed for election by shareholders and the Board will act on such recommendation.

Communication to the Board

To foster better communication from our shareholders and other interested persons, we maintain a process for shareholders and others to communicate with the Audit Committee and the Board. The process has been approved by both the Audit Committee and the Board and meets the requirements of the NYSE and the SEC. The methods of communication with the Board include telephone, mail, and e-mail.

888.312.2692 or 770.613.6348

Board of Directors c/o DirectorCode of Business Conduct Halliburton Company P.O. Box 428062625 Houston, Texas 77242-2806TX 77252-2625 USA

BoardofDirectors@halliburton.com

Our Director of Business Conduct, an employee, reviews all communications directed to the Audit Committee and the Board. The Chairman of the Audit Committee is promptly notified of any substantive communication involving accounting, internal accounting controls, or auditing matters. The Lead Independent Director is promptly notified of any other significant communication, and any Board-related matters which are addressed to a named Director are promptly sent to that Director. Copies of all communications are available for review by any Director. Some communications, such as advertisements, business solicitations, junk mail, resumes, and any communication that is overly hostile, threatening, or illegal, will not be forwarded to the Board. Communications may be made anonymously or confidentially. Confidentiality shall be maintained unless disclosure is:

Information regarding these methods of communication is also on our website atwww.halliburton.com.

In considering whether a current Director should be nominated for election as a Director, the Nominating and Corporate Governance Committee and the Board considered, among other matters, the expertise and experience of the Director, the annual performance evaluation of the Director, the Director’s attendance at, preparation for, and engagement in Board and Committee meetings, the diversity of the Board, the tenure of the Director, and the overall distribution of tenure among Directors to ensure sufficient experience with the company’sCompany’s operations, performance, and technology, and the cycles of the industry. A summary of the qualifications and experience of our non-management Directors is provided in the table below.under Information about Nominees for Director.

AFTER CONSULTATION WITH THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, THE BOARD OF DIRECTORS RECOMMENDS AVOTE FORTHE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED BELOW.UNDER INFORMATION ABOUT NOMINEES FOR DIRECTOR.

The ten nominees are all current Directors. If any nominee is unwilling or unable to serve, favorable and uninstructed proxies will be voted for a substitute nominee designated by the Board. If a suitable substitute is not available, the Board will reduce the number of Directors to be elected. Each nominee has indicated approval of his or her nomination and his or her willingness to serve if elected. The Directors elected will serve for the ensuing year and until their successors are elected and qualify.

NON-MANAGEMENT DIRECTOR QUALIFICATIONS AND EXPERIENCE

TENURE

Year Elected

2014

2016

2019

2006

2006

2009

2012

2019

2009

2014

2016

2019

2006

2006

2012

2019

2009

2021

Mandatory Retirement

2026

2024

2032

2023

2023

2020

2025

2024

2024

GENERAL

INDEPENDENCE AND EXPERIENCE

Independence

•

•

•

•

•

•

•

•

Diversity

•

•

•

•

•

Board or Board Committee Leadership

•

•

•

•

•

•

•

•

Public Company Experience

•

•

•

•

•

•

•

Private Company Experience

•

•

•

•

•

•

Not-for-Profit Experience

•

•

•

•

•

•

•

Government Experience

•

•

Academia

•

•

•

•

Community Leadership/Philanthropic

•

•

•

•

•

•

DECISION-MAKING EXPERIENCE AT EXECUTIVE LEVEL OR OTHER SUBSTANTIAL EXPERIENCE

DECISION-MAKING OR OTHER SUBSTANTIAL EXPERIENCE

Energy Industry

A

B

A

A

A

B

A

A

A

B

A

A

A

A

A

Accounting/Finance

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

Technology/Engineering

A

A

A

A

A

B

A

A

A

A

A

A

A

A

A

Legal/Compliance

A

A

A

A

A

A

A

A

A

A

A

A

A

A

Mergers & Acquisitions

A

A

B

A

B

A

A

A

A

A

B

A

A

A

A

Human Resources/Compensation

A

A

A

A

A

A

A

A

A

A

B

A

A

A

A

A

A

Strategic Planning

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

International Business

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

Health, Safety & Environment and Sustainability

A

A

A

A

A

A

A

A

B

A

A

A

A

Public Policy

A

A

B

A

A

A

A

A

A

A

A

B

A

A

A

A

Corporate Governance

A

A

B

A

B

A

A

A

A

B

A

A

A

A

A

A

LEGEND

A Decision-making experience at Executive or Board level

A Decision-making experience at Executive or Board level

B Other Substantial Experience

B Other Substantial Experience

DEMOGRAPHICS

Race/Ethnicity

Black/African American

Indian/South Asian

White/Caucasian

Middle Eastern

Gender

Male

Female

Information about Nominees for Director

ABDULAZIZ F. AL KHAYYAL

ABDULAZIZ F. AL KHAYYAL
Age 65 67 Director since: 2014 INDEPENDENT		Professional Experience:
		•Retired Senior Vice President of Industrial Relations of Saudi Arabian Oil Company (Saudi Aramco) (the world’s largest producer of crude oil) •Senior Vice President of Industrial Relations of Saudi Aramco from 2007 to 2014 and served as a director of Saudi Aramco from 2004 to 2014
		Skills and Expertise:
		The Board determined that Mr. Al Khayyal should be nominated for election as a Director because of his exceptional knowledge of the energy industry, including significant international industry experience and executive experience with the world’s largest producer of crude oil.
		Other Company Directorships: •  Marathon Petroleum Corporation (since 2016)	Former Directorships in the Past 5 Years: •  None
		•   Marathon Petroleum Corporation (since 2016)	•   None

WILLIAM E. ALBRECHT

Age 6769 Director Director since: 2016 INDEPENDENT		Professional Experience:
		•Retired Non-Executive Chairman of the Board of California Resources Corporation (a publicly traded oil and natural gas exploration and production company) since •   Non-Executive Chairman of the Board of California Resources Corporation from 2016 and to 2020 •   Executive Chairman of the Board of California Resources Corporation from 2014 to 2016 •Vice President of Occidental Petroleum Corporation from 2008 to 2014 •President of Oxy Oil & Gas, Americas from 2012 to 2014
		Skills and Expertise:
		The Board determined that Mr. Albrecht should be nominated for election as a Director because of his extensive experience in the domestic oil and natural gas industry and executive experience with a public oil and gas exploration and production company and an international offshore drilling company.
		Other Company Directorships: •  Chairman of the Board and has been a director of Rowan Companies plc (since 2015)	Former Directorships in the Past 5 Years: •  None
		•   Lead Independent Director of Valaris plc (since 2019) •   Chairman of the Board and director of Laredo Petroleum, Inc. (since 2020)		•   Chairman of the Board and director of Rowan Companies plc (2015-2019)

M. KATHERINE BANKS

ALAN M. BENNETT

MILTON CARROLL

NANCE K. DICCIANI

MURRY S. GERBER

PATRICIA HEMINGWAY HALL

ROBERT A. MALONE