UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES
EXCHANGE ACT OF 1934

(Amendment No.     )

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SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)

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Notice of 20202022 Annual General Meeting of Stockholders

April 1, 2020

10:00 a.m. Curaçao time

Avila Beach Hotel, Penstraat 130, Willemstad, Curaçao

ITEMS OF BUSINESS

Wednesday, April 6, 2022

10:00 a.m. Curaçao time

Curaçao Marriott Beach Resort, John F Kennedy Boulevard, 3, Piscadera Bay, Willemstad, Curaçao

 

RECORD DATE

February 12, 20209, 2022

HOW TO CAST YOUR VOTE

Please refer to the enclosed proxy materials or to the information forwarded by your bank, broker, or other nominee to see which voting methods are available to you. Stockholders with shares registered in their names with Schlumberger’s transfer agent may authorize a proxy:

		BY INTERNET www.proxypush.com/SLB		BY TELEPHONE (866) 240-5191
		BY MAIL Sign, date, and mail your proxy card

If you are a beneficial holder of Schlumberger common stock, you should follow any instructions provided by your bank, broker, or other nominee. See “Meeting Information” in this proxy statement.

PROXY VOTING

Your vote is very important. Whether or not you plan to attend the annual general meeting in person, please (i) sign, date, and promptly return the enclosed proxy card in the enclosed envelope, or (ii) grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting. Voting instructions are provided on your proxy card or on the voting instruction form provided by your broker.

Brokers cannot vote foron Items 1 orand 2 without your instructions.

February 21, 2020IMPORTANT INFORMATION REGARDING MEETING ATTENDANCE

By orderDepending on the level of COVID-19 protocols in effect at the Board of Directors,

Alexander C. Juden

Secretary

Table of Contents

 

Items to be Voted on at the Annual General Meeting
				Board
	Agenda	Item		Recommendation
	Item 1	Election of the nine director nominees named in this proxy statement.		FOR
	Item 2	Approval of the advisory resolution regarding our executive compensation.		FOR
	Item 3	Approval of our consolidated balance sheet as at December 31, 2019, our consolidated statement of income for the year ended December 31, 2019, and the declarations of dividends by our Board in 2019.		FOR
	Item 4	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for 2020.		FOR

Proxy Executive Summary

 

General

This proxy statement is furnishedsummary highlights information contained elsewhere in connection with the solicitation by the Board of Directors (the “Board”) of Schlumberger Limited (Schlumberger N.V.) of proxies to be voted at its 2020 annual general meeting of stockholders, which will be held at the Avila Beach Hotel, Penstraat 130, Willemstad, Curaçao, on Wednesday, April 1, 2020 beginning at 10:00 a.m., Curaçao time, and at any postponement(s) or adjournment(s) thereof.

In this Proxy Statement, we may also refer to Schlumberger Limited and its subsidiaries as “we,” “our,” “the Company” or “Schlumberger.”

To be admitted to the meeting, stockholders of record and beneficial owners as of the close of business on the record date for the meeting, February 12, 2020, must present a passport or other government-issued identification bearing a photograph and, for beneficial owners, proof of ownership as of the record date, such as the Notice of Internet Availability, top half of the proxy card or voting instruction card that was sent to you with this proxy statement.

The mailing date of this proxy statement, is February 21, 2020. Business at the meeting will be conducted in accordance with the procedures determined by the Chairmanbut it does not contain all of the meeting and will be limited to matters properly broughtinformation that you should consider. You should read this entire proxy statement carefully before the meeting by or at the direction of our Board or by a stockholder.

Wevoting. In addition, we are providing our 20192021 Annual Report to Stockholders concurrently with this proxy statement. You should refer to its contents in considering agenda Item 3.

 

Proxy MaterialsAll references in this proxy statement to “the Company,” “Schlumberger,” “we,” or “our” are Availableto Schlumberger Limited (Schlumberger N.V.) and its subsidiaries.

Website references throughout this document are provided for convenience only, and the content on the Internetreferenced websites is not incorporated by reference into this document.

 

This year we are using an SEC rule that allows us to use the internet as the primary means of furnishing proxy materials to stockholders. We are sending a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”)statement is first being made available to our stockholders with instructions on how to access the proxy materials online or request a printed copy of the materials.about February 24, 2022.

 

Stockholders may follow

Voting at the instructions in the Notice of Internet Availability to elect to receive future proxy materials in print by mail or electronically by email. We encourage stockholders to take advantage of the availability of the proxy materials online to help reduce the environmental impact of our annual general meetings.

2022 Annual General Meeting (pages 68–69)

 

Our proxy materials are also availableThe 2022 AGM will be held at http://investorcenter.slb.com.

Record Date; Proxiesthe Curaçao Marriott Beach Resort, John F Kennedy Boulevard, 3, Piscadera Bay, Willemstad, Curaçao, on Wednesday, April 6, 2022 beginning at 10:00 a.m., Curaçao time.

 

Each stockholder of record at the close of business on the February 9, 2022 (the “record date February 12, 2020,”) is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on with respect to each share registered in thesuch stockholder’s name. A stockholder of record is a person or entity who heldIf your shares on that dateare registered in itsyour name onwith Schlumberger’s transfer agent, you may vote in person at the records2022 AGM, or you may authorize a proxy to vote your shares by one of Computershare Trust Company, N.A. (“Computershare”)the following methods:

BY INTERNET www.proxypush.com/SLB

BY TELEPHONE (866) 240-5191

BY MAIL Sign, date, and mail your proxy card

If you are a beneficial owner of Schlumberger common stock (i.e., Schlumberger’s stock transfer agent. Persons who heldyou hold your shares on the record date through a broker, bank, or other nominee are referred to as beneficial owners.nominee), you should follow the voting instructions provided by your bank, broker, or other nominee.

 

Shares cannotIf you plan to attend the 2022 AGM in person, see “Meeting Information” beginning on page 68 for the requirements for admission to the meeting. Whether or not you plan to attend the 2022 AGM in person, please (i) sign, date, and promptly return the enclosed proxy card in the enclosed envelope, or (ii) grant a proxy and give voting instructions by telephone or internet, so that you may be votedrepresented at the meeting unless the owner of record is present in person or is represented by proxy. Schlumberger is incorporated in Curaçao and, as required by Curaçao law, meetings of stockholders are held in Curaçao. Because many stockholders cannot personally attend the meeting, it is necessary that a large number be represented by proxy.meeting.

 

Shares Outstanding on Record DateVoting Matters

 

	Item		Our Board’s Recommendation	Vote Required for Election / Approval	Page Reference (for more detail)
	1	Election of 11 director nominees.	FOR each nominee	Majority of votes cast for the nominee	11
	2	Advisory “say-on-pay” approval of our executive compensation.	FOR	Majority of votes cast	30
	3	Approval of our consolidated balance sheet at December 31, 2021, our consolidated statement of income for the year ended December 31, 2021, and the declarations of dividends by our Board in 2021.	FOR	Majority of votes cast	65
	4	Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent auditor for 2022.	FOR	Majority of votes cast	66

On February 12, 2020, there were 1,388,162,459 shares of Schlumberger common stock outstanding and entitled to vote.

Quorum

2021 Performance and Strategy Highlights

2021 was an exceptional year for Schlumberger, in which we demonstrated the strength and agility of our emergent strategy—rooted in operational execution, superior returns, and capital discipline. After two years of extraordinary industry, market, and social uncertainty, the Schlumberger team delivered a year of remarkable financial results, surpassing all of our 2021 financial targets and closing the year with excellent momentum.

 

HoldersHighlights of at least one-halfour 2021 financial performance, reflecting the success of the outstanding shares entitling the holders thereof to vote at the meeting must be present in person or by proxy to constitute a quorum for the taking of any action at the meeting.

Abstentionsour returns-focused strategy and proxies submitted on your behalf by brokers, banks or other holders of record that do not indicate a vote because they do not have discretionary voting authority and have not received instructions from the beneficial owner of the shares as to how to vote on a proposal (so-called “broker non-votes”) will be considered as present for quorum purposes. If a quorum is not present at the meeting, the Board may call a second general meeting of stockholders, at which the quorum requirement will not apply.

Votes Required to Adopt Proposals

To be elected, director nominees must receive a majority of votes cast (the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee). Approval of each of the other matters on the agenda also requires the affirmative vote of the majority of votes cast.

Important Voting Information for Beneficial Owners

If your Schlumberger shares are held for you in street name (i.e.you own your shares through a brokerage, bank or other institutional account), you are considered the beneficial owner of those shares, but not the record holder. This means that you vote by providing instructions to your broker rather than directly to Schlumberger. Unless you provide specific voting instructions, your broker is not permitted to vote your shares on your behalf, except on Item 3 and Item 4.

Effect of Abstentions and Broker Non-Votes

Brokers holding shares must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers may in some cases vote the shares in their discretion. However, the New York Stock Exchange (the “NYSE”) precludes brokers from exercising voting discretion on other proposals without specific instructions from the beneficial owner, as follows:execution, include:

 

	•	Discretionary Items.Under NYSE rules, brokers will have discretion to vote on both Item 3 (approval of financial statements and dividends) and Item 4 (ratification of appointment of independent auditors for 2020) without instructions from the beneficial owners.
	•Adjusted EBITDA(1) $4.925 billion	Nondiscretionary Items.Free Cash Flow(2) $2.997 billionBrokers, banks or other holders of record cannot vote on Item 1 (election of directors) or Item 2 (advisory vote to approve executive compensation) without instructions from the beneficial owners. Therefore, if your shares are held in street name and you do not instruct your broker, bank or other holder of record how to vote on the election of directors or the advisory vote to approve executive compensation, your shares will not be voted on those matters.

Abstentions and broker non-votes are not considered as votes cast and will not be counted in determining the outcome of the vote on the election of directors or on any of the other proposals.

How to Vote

Stockholders with shares registered in their names with Computershare may authorize a proxy:

Revenue $22.9 billion	by the internet at the following internet address: http://www.proxyvote.com;
	telephonically by calling 1-800-690-6903; or 14% increase over 2020	110% increase over 2020	H2 2021 revenue increased 18% over H2 2020, excluding impact of divestitures
	Adjusted EBITDA Margin 21.5%	Net Debt Reduced by completing $2.8 billion	Earnings per Share (GAAP) $1.32
	Expanded 320 basis points year-on-year, achieving highest adjusted EBITDA margin level since 2018	Net debt to adjusted EBITDA ratio of 2.2x Lowest net debt level since 2016	Earnings per share, excluding charges and mailing their proxy card.credits, was $1.28, an 88% increase over 2020

 

The internet On the strength of these financial results, driven by excellent operational leverage as a result of our Performance Strategy and telephone voting facilities for stockholders of record will close at 11:59 p.m. Easternstrong working capital management, we were able to reduce our net debt to adjusted EBITDA ratio from 3.2x to 2.2x year-on-year. At the same time, on Tuesday, March 31, 2020. The internet we achieved double-digit pretax operating margins in North America—the highest levels since 2014—and telephone voting procedures have been designedwe expanded our international pretax operating margins to authenticate stockholders and to allow you to vote your shares and to confirm that your instructions have been properly recorded.the highest levels since 2018.

 

A numberThe success of banks2021 was built upon the continued growth of our strategic business pillars—strengthening our core, digital, and brokerage firms participatenew energy—to deliver high performance sustainably.

In our Core business, we fully operationalized our returns-focused strategy through our new Division and Basin organization and high-graded business portfolio, which have significantly increased our operating leverage. As a result of our differentiated capabilities, exceptional execution, and technology performance, we enhanced our market positions and won significant project awards during the year. With increased operating leverage and our outstanding customer performance, we ended the year marking six consecutive quarters of pretax segment operating margin expansion.

In Digital, we expanded market access and accelerated the adoption of our platform, which brings our customers AI capabilities and powerful digital tools to reduce cycle time, improve performance, and lower carbon intensity. We built partnerships to achieve comprehensive cloud access globally, collaborated with AI innovators to deploy machine-learning and AI solutions, and enabled digital operations through the automation of key workflows in programs thatwell construction and production operations.

In Schlumberger New Energy, we continued to advance the development of clean energy technologies and low-carbon projects. In 2021, we invested in stationary energy storage—expanding our total addressable market—and progressed our ventures in hydrogen, lithium, geoenergy, and a suite of carbon capture, utilization, and storage (“CCUS”) opportunities, including our bioenergy carbon capture and storage (“BECCS”) project.

2021 also permit beneficial stockholderssaw continued excellence in Safety and Service Quality, as we successfully navigated the challenges of the ongoing pandemic to direct their voteensure continued execution and performance for our customers. Our total recordable injury frequency showed a 31% improvement since 2019, and we also improved our automotive accident rate by 30% compared to 2019. Furthermore, our service quality performance was the internet or telephone. If you arebest on record, despite increasing activity coupled with ongoing pandemic and supply chain challenges.

This was also a beneficial owner whose shares are held in an account at pivotal year for Schlumberger’s commitment to Sustainability. We announced our comprehensive 2050 net-zero commitment inclusive of Scope 3 emissions—a bank or brokerage firm that participates in such a program, you may directfirst for the vote of those shares by the internet or telephone by following the instructionsenergy services sector—and we launched our Transition Technology* portfolio to focus on the voting form.decarbonization of oil and gas operations. In addition, Schlumberger earned an upgraded AA rating from MSCI, and won an ESG Top Performer award from Hart Energy, recognizing our sustainability efforts, our enhanced disclosures, and our commitment to apply our technologies and capabilities toward helping the world sustainably meet future energy demand.

 

All shares entitledIn summary, 2021 was a defining and transformative year for Schlumberger. We continued to votestrengthen our core portfolio, while also enhancing our sustainability leadership, advancing our digital journey, and represented by properly executed proxies received prior to the meeting and not revoked will be voted at the meeting in accordance with your instructions. If you are a stockholder with shares registered in your name with Computershare and you submit a properly executed proxy card but do not direct how to vote on each item, the persons named as proxies will vote as the Board recommends on each proposal.expanding our new energy portfolio.

 

By providing your voting instructions promptly, you may save usAs we enter 2022, Schlumberger is well prepared to seize the expensemultiyear growth cycle ahead of us. We have entered this cycle in a second mailing.position of strength, having reset our operating leverage, expanded peer-leading margins across multiple quarters, and aligned our technology and business portfolio with the new industry imperatives. We are truly excited about the outlook for Schlumberger—for continued financial outperformance, technology leadership, and growth opportunities in digital and clean energy innovation—to enable the world to unlock access to energy for the benefit of all.

 

Changing Your Vote or Revoking Your Proxy

(1)	Net income attributable to Schlumberger on a GAAP basis was $1.881 billion. Adjusted EBITDA reflects earnings before interest, taxes, depreciation and amortization, excluding charges and credits. For a reconciliation of adjusted EBITDA to net income attributable to Schlumberger on a GAAP basis, see Appendix A.
(2)	Cash flow from operations was $4.651 billion. For a reconciliation of free cash flow to cash flow from operations, see Appendix A.

 

If you are a stockholder of record, you can change your vote or revoke your proxy at any time by timely delivery of a properly executed, later-dated proxy (including an internet or telephone vote) or by voting by ballot at the meeting. If you hold shares through a broker, bank or other holder of record, you must follow the instructions of your broker, bank or other holder of record to change or revoke your voting instructions.

*	Mark of Schlumberger.

Our Board Nominees (pages 13–19)

Peter Coleman Former Chief Executive Officer and Managing Director Woodside Petroleum Ltd.		Patrick de La Chevardière Former Chief Financial Officer Total S.A.		Miguel Galuccio Chairman and Chief Executive Officer Vista Oil & Gas		Olivier Le Peuch Chief Executive Officer Schlumberger
Samuel Leupold Former Chief Executive Officer Ørsted Wind Power A/S		Tatiana Mitrova Fellow SIPA Center on Global Energy Policy Columbia University		Maria Moræus Hanssen Former Deputy Chief Executive Officer and COO Wintershall Dea GmbH		Vanitha Narayanan Former Chairman and Managing Director IBM India
Mark Papa Former Chairman and Chief Executive Officer Centennial Resource Development		Jeff Sheets Former EVP and Chief Financial Officer ConocoPhillips		Ulrich Spiesshofer Former President and Chief Executive Officer ABB Ltd.

Governance Highlights (pages 20–25)

Independent Chairman of the Board, separate from CEO    No staggered board; all directors are elected annually    Fully independent Audit, Compensation, and Nominating and Governance committees    Newly formed New Energy and Innovation Committee, comprised solely of independent directors, to contentsoversee our energy transition investments and other innovation    Regular executive sessions of non-employee directors    Majority vote standard for uncontested director elections    Annual performance evaluations of Board, its committees, and individual directors    100% Board attendance in 2021

Director nominees reflect the gender, racial and ethnic, cultural and geographical diversity of our global operations, as well as diverse experience, skills, and tenure    Demonstrated commitment to Board refreshment    Proactive stockholder engagement    No hedging or pledging of our stock by executives or directors    Robust director stock ownership guidelines (5x annual cash retainer) and executive stock ownership guidelines    No lobbying or making financial or in-kind contributions to political parties or candidates    Comprehensive risk assessment process designed to identify and manage enterprise-wide risks

Forward-Looking Statements

This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain, and actual results or outcomes could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2021 Annual Report on Form 10-K.

Forward-looking and other statements in this proxy statement regarding our environmental, social, governance (“ESG”) and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission (“SEC”). In addition, historical, current, and forward-looking ESG and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

ITEM 1. Election of Directors

All ofour directors are elected annually at our annual general meeting of stockholders. Our stockholders are requested to elect nineWe recommend that you vote “FOR” each of the 11 director nominees, to the Board, eachbe elected to hold officeserve until the next annual general meeting of stockholders andour 2023 AGM (or until a director’s successor is elected and qualified or until a director’stheir death, resignation or removal.removal). Each of the nominees is nowcurrently a director and was previously elected by our stockholders at the 2019 annual general meeting of stockholders, except for Mr. Olivier Le Peuch, who was appointed by the Board to serve as a director effective August 1, 2019, and Messrs. Patrick de La Chevardière and Jeff W. Sheets, each of whom was appointed by the Board to serve as a director effective October 28, 2019, based upon the recommendations of the Nominating and Governance Committee of the Board.director.

Peter L.S. Currie, the Board’s lead independent director,Henri Seydoux will not stand for re-election at our annual general meeting of stockholders. Our Board extends gratitude to Mr. CurrieSeydoux for ninehis 13 years of service as a member of the Board. The Board expects to elect a successor lead independent director from among the independent directors elected at the 2020 annual general meeting. Nikolay Kudryavtsev and Indra Nooyi also will not stand for re-election at our annual general meeting of stockholders. Our Board extends gratitude to Dr. Kudryavtsev for 13 years of service and to Ms. Nooyi for five years of service as members of the Board.

All of the nominees for election have consented to being named in this proxy statement and to serve if elected. If any nominee is unable or unwilling to serve, the Board may designate a substitute nominee. If the Board designates a substitute nominee, proxies may be voted for that substitute nominee. The Board knows of no reason why any nominee willwould be unable or unwilling to serve if elected.

At the 2022 AGM, votes may not be cast for a greater number of persons than the number of director nominees named in this proxy statement. Shares represented by properly executed proxies will be voted, if authority to do so is not withheld, for the election of each of the nine11 nominees named below.

At our 2016 annual general meeting of stockholders, our stockholders voted to fix the number of directors constituting the Board at 12, as permitted under our Articles of Incorporation. However, because Mr. Currie, Dr. Kudryavtsev and Ms. Nooyi are not standing for re-election, only nine directors have been nominated for election at the 2020 annual general meeting of stockholders. The Board believes that it is advisable and in the best interest of our stockholders for the authorized number of directors constituting the Board to remain at 12. This will allow the Board to conduct a search for, and add, up to three additional directors prior to the 2021 annual general meeting.

At this annual general meeting, votes may not be cast for a greater number of persons than the number of director nominees named in this proxy statement.

Required Vote

Each director nominee must receive a majority of the votes cast to be elected.

If you hold your shares in street name, please be aware that brokers, banks and other holders of record do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker, bank or other holder of record how to vote on this proposal, they will deliver a non-vote on this proposal.“—Our Director Nominees” below.

The Board of Directors Recommends a VoteFORAllEach Director Nominees.Nominee.

Director Nominees

Qualifications and Diversity

The Board believes that each director nominee possesses the qualities and experience that the Nominating and Governance Committee believes that director nominees should possess, as described in detail belowhave the following characteristics:

•   be persons of integrity and honesty,

•   be able to exercise sound, mature and independent business judgment in the section entitled “Corporate Governance—Director Nominations” beginning on page 14. The Board seeks out, and the Board consistsbest interests of individuals whoseour stockholders as a whole,

•   be recognized leaders in business or professional activity,

•   have background and experience that will complement those of other Board members. Themembers,

•   be willing and able to actively participate in Board and committee meetings and related activities,

•   be able to work professionally and effectively with other Board members and Schlumberger management,

•   be available to remain on the Board long enough to make an effective contribution, and

•   have no material relationship with competitors, customers or other third parties that could present realistic possibilities of conflicts of interest or legal issues.

In the judgment of the Board, all director nominees for electionare able to execute their duties as members of the Board and to devote the necessary time and attention to the Board, together with biographical information furnishedCompany, as required by each of them and information regarding each nominee’s director qualifications, are set forth on the following pages.

Thereour Corporate Governance Guidelines. In addition, there are no family relationships among any executive officers and directors of the Company.

Board Diversity Policy

The Nominating and Governance Committee also supports the Company’s diversity ambitions that its Board should reflect the gender, racial and ethnic, cultural and geographical diversity of our global operations. The Board seeks out women and nationally, racially and ethnically diverse candidates to include in the pool of qualified candidates from which potential director nominees are chosen. As reflected in the summary chart on page 13, our 11 director nominees represent ten nationalities across five continents, and three directors are women.

Race and Ethnicity

Given our multinational footprint and culture, we endeavor to have a global perspective on diversity, including racial and ethnic 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 directors who are U.S. citizens. For our U.S. directors, we provide on page 13 race and ethnicity disclosures based on classifications commonly used in the United States. For all other directors, 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. directors in the summary chart on page 13. In keeping with international data privacy laws, we have not included racial or ethnic information for director nominees who did not authorize disclosure.

Retirement Age

Under our Corporate Governance Guidelines, non-employee directors are eligible to be nominated or renominated to the Board up to their 70^th birthday, and executive directors are eligible to be nominated or renominated up to their 65^th birthday, after which directors may no longer be nominated or renominated to the Board. Our Board may waive this policy on a case-by-case basis on the recommendation of the Nominating and Governance Committee if it deems a waiver to be in the best interests of the Company.

Under the leadership of Mr. Papa, the Board’s independent Chairman, the Board has undergone significant refreshment and transition over the past several years. As discussed above under “Proxy Executive Summary—Board Refreshment,” five new directors joined the Board in 2020 and 2021, expanding our Board’s overall expertise in the areas of sustainability, new energy, and digital technologies and transformation. In addition, the average tenure of our director nominees is approximately two years. In light of these circumstances, and in order to allow for effective onboarding of the Board’s newest members, the Board waived the retirement age policy for Mr. Papa upon the recommendation of the Nominating and Governance Committee, because the Board believes that having Mr. Papa continue to serve as independent Chairman is in the best interests of our Company and our stockholders.

Summary of Director Nominee Skills and Characteristics

The chart on the following page summarizes the 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 beginning on page 14 of this proxy statement. We believe our director nominees provide a well-rounded set of expertise to assist in effective oversight of Schlumberger management.

Summary of Director Nominee Skills 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

Economic modeling

Health, safety and environmental

Mergers and acquisitions

Academic relations

Government, regulatory & public policy

Demographics

Nationality

Argentina

Australia

France

Germany

Israel

Norway

Russia

Switzerland

United Kingdom

United States

Racial and Ethnicity Characteristics for U.S. Directors

Asian or Indian

Black or African American

Hispanic or Latino

Native American

White or Caucasian

Non-U.S. Directors Electing to Self-Identify Racial or Ethnicity Characteristics

White or Caucasian

Two or More Races or Ethnicities

Gender

M

M

M

M

M

F

F

F

M

M

M

Other Attributes

Independence

Tenure (in ~ years as of 2022 AGM)

<1

2

5

2

1

3

1

<1

3

2

<1

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

Former CEO and Managing Director, Woodside Petroleum Ltd. Director since 2021 Age: 61 Other Current Public Boards •   None Former Public Directorships Held During the Past Five Years •   Woodside Petroleum Ltd.

Nationality Australia Board Committees •   Nominating and Governance •   Finance Other Experience and Education •   MBA, Deakin University •   Bachelor of Engineering, Monash University •   Chair of the Australia-Korea Foundation

PETER COLEMAN is the former Chief Executive Officer, Executive Director and Managing Director of Woodside Petroleum Ltd., 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 also served as chairman of the board of Infinite Blue Energy, an Australian green hydrogen renewable energy company, since August 2021.

Relevant Skills and Expertise

Mr. Coleman brings to the Board decades of experience in the oil and gas industry, including as the former CEO and Chairman 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 the Company’s operations.

Patrick de La Chevardière,
Independent Director

		Former Chief Financial Officer, Total S.A.   Director since 2019   Age:6264   Other Current Public Boards:Boards None •   Michelin (Compagnie Générale des Établissements Michelin SCA)   Former Public Directorships Held During the Past 5Five Years •   None		Citizenship:Nationality France   Board Committees •   Audit, Chair •  Finance • Science and Technology   Other Experience and Education • Former chief financial officer of public multinational oil and gas company • FormerExperienced director of twoseveral 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 Total S.A., a French multinational integrated oil and gas company. He served as Total’s CFO and as a member of its executive committee from 2008 until his retirement in August 2019. Prior to that, he served in a variety of finance and operational roles with Total 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. Mr. de La Chevardière previously served on the boards of directors of two French-based public companies, Sanofi-Aventis and Compagnie Générale de Géophysique.
Relevant Skills and Expertise Mr. de La Chevardière brings to the Board significant financial and energy industry experience as a former chief financial officer of a large multinational oil and gas company. The Board benefits greatly from his customer-focused perspective on the oilfield services industry, as well as from his experience across the entire oil and gas value chain, from exploration, operations, production, trading and marketing to refining and new energies.

PATRICK DE LA CHEVARDIÈRE is the former Chief Financial Officer of Total S.A., a French multinational integrated oil and gas company. He served as Total’s CFO and as a member of its executive committee from 2008 until his retirement in August 2019. Prior to that, he served in a variety of finance and operational roles with Total 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.

Relevant Skills and Expertise

Mr. de La Chevardière brings to the Board financial and industry experience as a former CFO of a large multinational oil and gas company. The Board benefits from his customer-focused perspective on the oilfield services industry, and from his experience across the entire oil and gas value chain, from exploration, operations, production, trading and marketing to refining and new energies.

Miguel Galuccio,
Non-Executive Director

		Chairman and Chief Executive Officer, Vista Oil and& Gas   Director since 2017   Age:5153   Other Current Public Boards:Boards None •   Vista Oil & Gas   Former Public Directorships Held During the Past 5Five Years • YPF S.A.  None		Citizenship:Nationality Argentina and United Kingdom and Argentina   Board Committees • Finance, Chair • Science and Technology   Other Experience and Education • Current chief executive officer of oil and gas company • Bachelor of Science in Petroleum Engineering, Technological Institute ofInstituto Tecnológico de Buenos Aires • Schlumberger training and expertise • Latin America energy policy expertise
MIGUEL GALUCCIO is the Chairman and Chief Executive Officer of Vista Oil and Gas, an oil and gas company incorporated in Mexico, and has held that position since July 2017. From 2012 to March 2016, he was the Chairman and Chief Executive Officer of YPF, Argentina’s national oil company. From 1999 to 2012, he was an employee of Schlumberger and held a number of international positions, his last being President, Schlumberger Production Management. Prior to his employment at Schlumberger, he served in various executive positions at YPF and its subsidiaries from 1994 to 1999, including YPF International.
Relevant Skills and Expertise Mr. Galuccio brings to the Board strong leadership and operational expertise from his experience as former chairman and chief executive officer of Argentina’s national oil 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, Ecuador and other countries that are strategically important to Schlumberger. He has extensive experience negotiating with Schlumberger customers in Latin America, Russia and China, including global energy companies and national oil companies, and remains active in the oil and gas exploration and production industry as a chief executive officer of an oil and gas company.

MIGUEL GALUCCIO is the Chairman and Chief Executive Officer of Vista Oil & Gas, an oil and gas company incorporated in Mexico, and has held that position since July 2017. From 2012 to 2016, he was the Chairman and Chief Executive Officer of YPF, Argentina’s national oil company. From 1999 to 2012, he was an employee of Schlumberger and held a number of international positions, his last being President, Schlumberger Production Management. Prior to his employment at Schlumberger, he served in various executive positions at YPF and its subsidiaries from 1994 to 1999, including YPF International.

Relevant Skills and Expertise

Mr. Galuccio brings to the Board leadership and operational expertise from his experience as former chairman and chief executive officer of Argentina’s national oil 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, as well as extensive experience negotiating with Schlumberger customers in Latin America, Russia and China. He also remains active in the oil and gas exploration and production industry as a chief executive officer of an oil and gas company.

Olivier Le Peuch,
Schlumberger Chief Executive Officer

Olivier Le Peuch Schlumberger Chief Executive Officer
		Chief Executive Officer, Schlumberger Limited   Director since 2019   Age:5658   Other Current Public Boards:Boards •None   Former Public Directorships Held During the Past 5Five Years •   None		Citizenship:Nationality France   Board Committees • None   Other Experience and Education • Master’s Degree in Microelectronics, Bordeaux University of Science • Schlumberger training and expertise

OLIVIER LE PEUCH has been the Chief Executive Officer and a director of Schlumberger since August 2019. He was the Company’s Chief Operating Officer from February 2019 to July 2019. Prior to that, he served in a variety of global management positions, including Executive Vice President, Reservoir and Infrastructure from May 2018 to February 2019, President of the Cameron Group from February 2017 to May 2018, President of Schlumberger Completions from 2014 to January 2017, and Vice President of Engineering, Manufacturing and Sustaining from 2010 to 2014. Earlier in his career, Mr. Le Peuch was GeoMarket Manager for the North Sea and President of Software Integrated Solutions. He has been with the Company since 1987 and began his career as an electrical engineer.

Relevant Skills and Expertise

Mr. Le Peuch brings to the Board a unique operational perspective and thorough knowledge of the Company’s operational activities worldwide as a result of his service in various global leadership positions in the Company. The Board believes that Mr. Le Peuch’s service as the Company’s Chief Executive Officer is an important link between management and the Board, enabling the Board to perform its oversight function with the benefit of his perspectives on the Company’s business and operations.

Samuel Leupold,
Independent Director

		Former Chief Executive Officer, Ørsted Wind Power A/S Director since 2021 Age: 51 Other Current Public Boards •   Enel SpA Former Public Directorships Held During the Past Five Years •   None		Nationality Switzerland Board Committees •   Audit •   Finance •   New Energy and Innovation Other Experience and Education •   Master’s Degree in Mechanical Engineering, Swiss Federal Institute of Schlumberger since August 2019. He was the Company’s Chief Operating Officer from February 2019 to July 2019. Prior to that, he served in a variety of global management positions, including Executive Vice President, ReservoirTechnology (Zurich) •   MBA, INSEAD (Fontainebleau) •   Energy transition and Infrastructure from May 2018 to February 2019, President of the Cameron product lines from February 2017 to May 2018, President of Schlumberger Completions from October 2014 to January 2017, and Vice President of Engineering, Manufacturing and Sustaining from August 2010 to September 2014. Earlier in his career, Mr. Le Peuch was GeoMarket Manager for the North Sea and President of Software Integrated Solutions. He has been with the Company since 1987 and began his career as an electrical engineer.
Relevant Skills and Expertise Mr. Le Peuch brings to the Board a unique operational perspective and thorough knowledge of the Company’s operational activities worldwide as a result of his service in various global leadership positions in the Company. The Board believes that Mr. Le Peuch’s service as Chief Executive Officer is an important link between management and the Board, enabling the Board to perform its oversight function with the benefit of his perspectives on the Company’s business and operations.sustainability expertise

SAMUEL LEUPOLD is the former chief executive officer of Ørsted Wind Power A/S, the principal subsidiary of Ørsted AS, a Danish renewable energy company, where he led Ørsted Wind Power to become the world’s leading developer, operator and owner of offshore wind assets during his tenure from 2013 to March 2018. Since May 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. In addition, since May 2020, Leupold has been an independent non-executive member of the board at Enel SpA, one of Europe’s largest utilities focused on sustainability and the energy transition.

Relevant Skills and Expertise

Mr. Leupold brings to the Board operational experience as the former chief executive officer of a renewable energy company, as well as significant experience in energy transition and sustainability. The Board benefits from his expertise on these issues as the Company seeks to implement its net-zero ambition and its strategy to deploy sustainable technologies to provide access to energy for the benefit of all.

Tatiana Mitrova,
Independent Director

Tatiana A. Mitrova
		Director of theFellow, Center on Global Energy Centre,Policy, Moscow School of Management SKOLKOVOInternational and Public Affairs at Columbia University   Director since 2018   Age:4547   Other Current Public Boards:Boards None •   PAO Novatek   Former Public Directorships Held During the Past 5Five Years •   Unipro PJSC		Citizenship:Nationality Russia and Israel   Board Committees • Audit • Finance Finance•   New Energy and Innovation   Other Experience and Education • PhD in Economics, Moscow State University • Senior Visiting Research Fellow at Oxford Institute for Energy Studies • Non-Resident Fellow at Columbia University SIPA Center on Global Energy Policy • Distinguished Research Fellow at Institute of Energy Economics, Japan
TATIANA A. MITROVA has been the Director of the Energy Centre of the Moscow School of Management SKOLKOVO, a graduate business school, since February 2017. She has also been the Head of Research in the Oil and Gas Department in the Energy Research Institute of the Russian Academy of Sciences since 2011; a visiting professor at the Paris School of International Affairs (PSIA), part of the Paris Institute of Political Studies, since 2014; and an assistant professor at the Gubkin Russian State University of Oil and Gas since 2008. Dr. Mitrova was a Visiting Researcher at the King Abdullah Petroleum Studies and Research Center from April 2016 to April 2017. She was a member of the board of directors of Unipro PJSC from June 2014 to December 2017 and was a member of its appointment and remuneration committees.
Relevant Skills and Expertise Dr. Mitrova brings to the Board valuable expertise regarding energy market dynamics and the various factors affecting supply and demand for Schlumberger’s products and services. The Board values Dr. Mitrova’s connections to the Russia market and her ties to the academic community. Her global economic perspective provides insight into emerging markets and trends, and is useful for the development of the Company’s business strategy. She provides additional ties to universities worldwide, assisting Schlumberger in its effort to attract talented new employees.

TATIANA MITROVA has served as a fellow at the Center on Global Energy Policy at the School of International and Public Affairs at Columbia University since May 2016. From February 2017 to December 2020, she served as Executive Director of the Energy Centre of the Moscow School of Management SKOLKOVO, a graduate business school, where she continues to serve as a professor. She has also been the Head of Research in the Oil and Gas Department in the Energy Research Institute of the Russian Academy of Sciences since 2011; a visiting professor at the Paris School of International Affairs, part of the Paris Institute of Political Studies, since 2014; and an assistant professor at the Gubkin Russian State University of Oil and Gas since 2008. Dr. Mitrova was a Visiting Researcher at the King Abdullah Petroleum Studies and Research Center from 2016 to April 2017. Dr. Mitrova has been a member of the board of directors of PAO Novatek, a Russian independent natural gas producer, since April 2020, and is chairman of its strategy committee and a member of its audit and compensation and nomination committees. She was previously a member of the board of directors of Unipro PJSC from 2014 to December 2017.

Relevant Skills and Expertise

Dr. Mitrova brings to the Board valuable expertise regarding energy market dynamics and the various factors affecting supply and demand for Schlumberger’s products and services, as well as expertise relating to sustainability, decarbonization and the new energy economy. The Board values Dr. Mitrova’s knowledge of Russian and Central Asian energy markets, as well as her ties to the academic community. Her global economic perspective provides insight into emerging markets and trends, and is useful for the development of the Company’s global business strategy.

Maria Moræus Hanssen,
Independent Director

Lubna S. Olayan
		Chair of theFormer Deputy Chief Executive CommitteeOfficer and Deputy Chairperson,Chief Operating Officer, Olayan Financing CompanyWintershall Dea GmbH   Director since 20112020   Age:6457   Other Current Public Boards:Boards •   Alfa Laval AB • Saudi British Bank •  Ma’adenScatec Solar ASA   Former Public Directorships Held During the Past 5Five Years •  Alawwal Bank   Yara International ASA		Citizenship:Nationality Saudi ArabiaNorway   Board Committees • New Energy and Innovation, Chair •   Compensation •  Nominating and Governance Chair • Finance   Other Experience and Education •   Former CEO of multiple E&P companies Former chief executive officer • MBA, IndianaMaster’s Degrees in Petroleum Engineering, Norwegian University • Serves on boards of various non-governmentalScience and educational organizations
LUBNAS. OLAYAN is the Chair of the Executive Committee, Deputy ChairpersonTechnology, and former Chief Executive Officer of Riyadh-based Olayan Financing Company. She served as Olayan Financing Company’s CEO from 1986 until May 2019. Ms. Olayan is also a principalPetroleum Economics and a board member of Olayan Investments Company Establishment, the parent company of The Olayan Group, a private multinational enterprise with diverse commercial and industrial operations in the Middle East and an actively managed portfolio of international investments. The first woman to join the board of a Saudi publicly listed company in 2004, Ms. Olayan served as a director, and later Deputy Chair, of Alawwal Bank until its merger with Saudi British Bank (“SABB”) in 2019. Since June 2019, she has served as Chairperson and a member of the board of directors of SABB. Ms. Olayan has been a member of the board of directors of Ma’aden, a Saudi Arabian mining company, since April 2016, and is a member of its nomination and remuneration committee. She also serves as Chair of Olayan Saudi Holding Company. In addition, she is a member of numerous international advisory boards and serves on the boards of several non-profit entities.
Relevant Skills and Expertise Ms. Olayan brings to the Board extensive business experience in Saudi Arabia and the Middle East and a deep understanding of those areas, which are critical to the Company’s operations. The Board benefits from her proven leadership abilities, extensive CEO experience and expertise in corporate finance, international banking, distribution and manufacturing. Ms. Olayan also brings a critical international perspective on business and global best practices. Ms. Olayan’s connections to the scientific community and experience in university relations also are of great value to Schlumberger and its efforts in technology leadership and employee recruiting and retention.Management, IFP School

MARIA MORÆUS HANSSEN is the former Deputy CEO and Chief Operating Officer of Wintershall Dea GmbH, a German-based oil and gas producer, having served in that role from May 2019 to December 2019 following the merger between DEA Deutsche Erdoel AG (DEA) and Wintershall Holding GmbH. Prior to that, she served as CEO of DEA and chair of its management board from January 2018 until April 2019. Before joining DEA, she served as CEO of ENGIE E&P International SA and Head of the E&P Business Unit for the ENGIE Group in Paris from 2015 to December 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 on the boards of Scandinavian public companies Alfa Laval AB since April 2019 and Scatec Solar ASA since April 2020, and also serves in director and chair roles on various private company, municipal and non-profit boards. She previously served as deputy chairman and audit committee chair of Yara International from 2015 to May 2019.

Relevant Skills and Expertise

Ms. Moræus Hanssen brings to the Board leadership and operational expertise as the former CEO of several European E&P 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 Schlumberger, as well as her experience addressing risks related to the energy transition.

Vanitha Narayanan,
Independent Director

Mark G. Papa Schlumberger Chairman of the Board
		Former Chairman and Chief Executive Officer, Centennial Resource Development, Inc.Managing Director, IBM India   Director since 20182021   Age:7362   Other Current Public Boards:Boards •   ReNew Power • Centennial Resource Development, Inc.HCL Technologies   Former Public Directorships Held During the Past 5Five Years •  EOG Resources   None		•  Oil States International Citizenship:Nationality United States of America   Board Committees •Compensation Finance • Science Nominating and TechnologyGovernance   Other Experience and Education • Current CEO of a public oil and natural gas company • MBA, University of Houston • BachelorFirst woman chairperson of ScienceAmerican Chamber of Commerce in Petroleum Engineering, University of Pittsburgh • North American energy industry pioneer
MARK G. PAPA has been the Chief Executive Officer and Chairman of the Board of Centennial Resource Development, Inc., an independent oil and natural gas producer, since October 2016. Prior to that, Mr. Papa served as Chief Executive Officer and Chairman of the Board of Silver Run Acquisition Corp. from November 2015 until its business combination with Centennial Resource Production, LLC in October 2016. From February 2015 to December 2019, Mr. Papa served as an advisor to Riverstone Holdings, LLC, a private equity firm specializing in energy investments. Prior to that, Mr. Papa was Chairman and CEO of EOG Resources, an independent oil and gas company, from 1999 to 2013, and he served as a member of EOG’s board of directors from 1999 until 2014. He worked at EOG for 32 years in various management positions. Mr. Papa also served on the board of Oil States International, Inc., an international field services company, from 2001 to August 2018 and was a member of its compensation and nominating and corporate governance committees. He has served on the board of Casa de Esperanza, a non-profit organization serving children in crisis situations, since 2006.
Relevant Skills and Expertise Mr. Papa brings decades of experience in the oil and gas industry and a unique insight into the North American market. He is a pioneer in the U.S. shale oil industry and built EOG Resources into one of the most profitable U.S. shale companies. He provides the Board with key insights on this market and Schlumberger’s customers in North America. He also brings extensive leadership experience to the Board through his experience as CEO and chairman of multiple public companies. Mr. Papa has been involved in succession planning, compensation, employee management and the evaluation of acquisition opportunities, and provides the Board with valuable insight regarding the challenges and opportunities facing Schlumberger in these areas.India (AMCHAM India)

VANITHA NARAYANAN is the former Chairman and Managing Director of IBM India, a subsidiary of IBM, a multinational 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 January 2017 to March 2018 and Managing Director from 2013 to 2016. During her tenure, IBM India was one of IBM’s fastest-growing growth markets. Most recently, Ms. Narayanan served as Managing Director for a strategic telecommunications client of IBM’s from April 2018 until her retirement in 2020, leading a strategic 5G business partnership. Since August 2020, she has served as a director of ReNew Power, one of the largest renewable power companies in India, where she serves as a member of the audit committee. She has also been a director of HCL Technologies since July 2021, where she serves as a member of the nominating and remuneration committee.

Relevant Skills and Expertise

Ms. Narayanan brings to the Board a wealth of global leadership and technology experience, particularly in the Asia-Pacific and India geographies. The Board values Ms. Narayanan’s digital expertise leading global technology businesses, as the Company continues to implement its digital strategy.

Mark Papa,
Independent Chairman of the Schlumberger Board

Leo Rafael Reif
		President,Former Chairman and CEO, Massachusetts Institute of TechnologyCentennial Resource Development   Director since 20072018   Age:6975   Other Current Public Boards:Boards •   None   Former Public Directorships Held During the Past 5Five Years •  AlcoaCentennial Resource Development, Inc. • Arconic Inc.Oil States International		Citizenship:Nationality United States of America   Board Committees • Science and Technology, Chair • Compensation • Nominating and Governance, Chair   Other Experience and Education •Former chairman and CEO of two public oil and gas companies PhD•   MBA, University of Houston •   Bachelor of Science in ElectricalPetroleum Engineering, Stanford University of Pittsburgh • Board of Trustees, The World Economic Forum • Member of theNorth American Academy of Arts and Sciences
LEO RAFAEL REIF has been President of the Massachusetts Institute of Technology (“MIT”) since 2012, and was its Provost, Chief Academic Officer and Chief Budget Officer from 2005 to 2012. Dr. Reif was head of MIT’s Electrical Engineering and Computer Science Department from 2004 to 2005, and an Associate Department Head for Electrical Engineering in MIT’s Department of Electrical Engineering and Computer Science from 1999 to 2004. In 2015, Dr. Reif joined the board of directors of Alcoa Inc., an industrial aluminum company, and remained on its board until resigning in November 2016 as part of Alcoa’s public spin-off of Arconic Inc., a provider of precision-engineered products and solutions. Following the spin-off, Dr. Reif served as a member of Arconic’s board of directors from November 2016 to May 2017. Since 2019, he has been a member of the board of directors of the Council on Foreign Relations.
Relevant Skills and Expertise Dr. Reif brings to the Board valuable management and finance expertise. As a scientist, he has deep scientific and technological knowledge about Schlumberger’s products and technology, as well as about anticipated future technological needs of the Company and the industry. The Board values Dr. Reif’s connections to the U.S. scientific community, as well as his expertise in university relations and collaborations, which are of high importance to Schlumberger and its efforts in technology leadership and employee retention. Dr. Reif provides the Board with a critical U.S. scientific perspective, which is of immense value in the oversight of the Company’s strategy.energy industry pioneer

MARK PAPA is the former Chief Executive Officer and Chairman of the Board of Centennial Resource Development, Inc., an independent oil and natural gas producer, having served in that role from 2016 until his retirement in March 2020. From 2015 to December 2019, Mr. Papa served as an advisor to Riverstone Holdings, a private equity firm specializing in energy investments. Prior to that, Mr. Papa was Chairman and CEO of EOG Resources, an independent oil and gas company, from 1999 to 2013, and he served as a member of EOG’s board of directors from 1999 until 2014. He worked at EOG for 32 years in various management positions. Mr. Papa also served on the board of Oil States International, an international field services company, from 2001 to August 2018.

Relevant Skills and Expertise

Mr. Papa brings decades of experience in the oil and gas industry and a unique insight into the North American market. He is a pioneer in the U.S. shale oil industry and built EOG Resources into one of the most profitable U.S. shale companies. He provides the Board with key insights on the U.S. shale market and Schlumberger’s customers in North America. He also brings extensive leadership experience to the Board through his experience as CEO and chairman of multiple public companies. Mr. Papa has been involved in succession planning, compensation, employee management and the evaluation of acquisition opportunities, and provides the Board with valuable insight regarding the challenges and opportunities facing Schlumberger in these areas.

Jeff Sheets,
Independent Director

Henri Seydoux
		Chairman and Chief Executive Officer, Parrot S.A. Director since 2009 Age:59 Other Current Public Boards: •  Parrot S.A. Former Public Directorships Held During the Past 5 Years •  None Citizenship: France Board Committees • Compensation • Nominating and Governance • Science and Technology Other Experience and Education • Current chief executive officer • Technology leadership • Entrepreneurial and management expertise • Director of privately-held company
HENRI SEYDOUX has been Chairman and Chief Executive Officer of Parrot S.A., a global wireless products manufacturer, since 1994. Mr. Seydoux is an entrepreneur with great initiative. He founded Parrot S.A. in 1994 as a private company and took it public in 2006. He also serves on the board of directors of Sigfox, a privately-held global communications service provider for the internet.
Relevant Skills and Expertise Mr. Seydoux, as the chief executive of a dynamic and innovative technology company, brings to the Board entrepreneurial drive and management skills. He also has family ties to the founding Schlumberger brothers. Having grown up in the Schlumberger family culture, Mr. Seydoux is well placed to see that the Company continues its historical commitment to Schlumberger’s core values. His service on the Board addresses the Company’s need to preserve the Company’s unique culture and history while helping to foster innovation.

Jeff W. Sheets
		Former EVP and Chief Financial Officer, ConocoPhillips   Director since 2019   Age:6264   Other Current Public Boards:Boards •Enerplus Corporation •Westlake Chemical Corporation   Former Public Directorships Held During the Past 5Five Years •   None		Citizenship:Nationality United States of America   Board Committees •Compensation, Chair •   Audit • Compensation   Other Experience and Education • Former CFO of public international oil and gas company • MBA, University of Houston • Bachelor of Science in Chemical Engineering, Missouri University of Science and Technology
JEFF W. SHEETS is the former Executive Vice President and Chief Financial Officer of ConocoPhillips Company, a public international oil and gas company, having served in that role from 2010 until his retirement in February 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 December 2017, Sheets has served on the board of directors of Enerplus Corporation, a Canadian oil and gas company, where he is a member of the audit and risk management, compensation and human resources, and safety and social responsibility committees.

JEFF SHEETS is the former EVP and Chief Financial Officer of ConocoPhillips Company, a public international oil and gas 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 December 2017, Mr. Sheets has served on the board of directors of Enerplus Corporation, a Canadian oil and gas company, where he chairs the audit and risk management committee and is a member of the compensation committee. He also has served since January 2018 on the board of directors of Westlake Chemical 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.

Relevant Skills and Expertise

Mr. Sheets brings to the Board strong financial and operational expertise as a former chief financial officer of a large upstream oil and gas company. The Board benefits greatly from Mr. Sheets’ expertise in developing and implementing corporate strategy in the oil and gas industry, his significant finance and mergers and acquisitions experience, and his experience as an independent director of two other public companies.

Corporate Governance

Governance Framework — Highlights

Relevant Skills and Expertise

Mr. Sheets brings to the Board Independence; Committees Structure

Majority Voting; Stockholder Rights

Executive Stock Ownership Guidelines

We have executive stock ownership guidelines, which are designed to align executivefinancial and stockholder interests. Foroperational expertise as a descriptionformer chief financial officer of the guidelines applicable to our executive officersa large upstream oil and other senior members of management, see “Compensation Discussiongas company. The Board benefits from Mr. Sheets’ expertise in developing and Analysis—Other Aspects of Our Executive Compensation Framework—Executive Stock Ownership Guidelines” on page 46.

Prohibition on Hedging or Pledging of Schlumberger Stock

Our directors and executive officers are prohibited from using any strategies or products (such as derivative securities or short-selling techniques) to hedge, directly or indirectly, against the potential changesimplementing corporate strategy in the value of Schlumberger common stock. In addition, our directorsoil and executive officers,gas industry, as well as his significant finance, capital management and other key employees, are prohibited from holding Schlumberger securities in a margin account or pledging Schlumberger securities as collateral for a loan. Our insider trading policy strongly discourages, but does not prohibit, other employees from engaging in speculative transactions, including hedging or other financial mechanisms, holding Schlumberger securities in a margin account or pledging Schlumberger securities.allocation, and mergers and acquisitions experience.

Policy Against Lobbying and Political Contributions

We have a strong culture of being politically neutral, and have a long-standing policy against lobbying or making financial or in-kind contributions to political parties or candidates, even when permitted by law. This policy, as set forth in our code of conduct, entitled The Blue Print and The Blue Print in Action (our “Code of Conduct”), prohibits the use of Company funds or assets for political purposes, including for contributions to any political party, candidate or committee, whether federal, state or local. In addition, the Company does not lobby. As a result of our policy of political neutrality, Schlumberger does not have a political action committee, nor does it contribute to any third-party political action committees or other political entities organized under Section 527 of the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

In 2019, the Center for Political Accountability, a non-profit, non-partisan organization, assessed our disclosure for its annual CPA-Zicklin Index of Corporate Political Disclosure and Accountability (“CPA-Zicklin Index”). The CPA-Zicklin Index measures the transparency, policies and practices of the Standard & Poor’s 500.

As a result of our enhanced disclosure regarding our prohibition on political lobbying and contributions, we achieved a perfect score of 100% in the 2019 CPA-Zicklin Index.

Communication with Ulrich Spiesshofer,
Independent Director

Former President and CEO, ABB Ltd. Director since 2021 Age: 57 Other Current Public Boards •   Infineon Technologies Former Public Directorships Held During the Past Five Years •   None

Nationality Switzerland and Germany Board Committees •   Compensation •   New Energy and Innovation Other Experience and Education •   PhD in Economics, Universität Stuttgart •   Master’s Degree in Management and Engineering, Universität Stuttgart •   Digital transformation, restructuring and portfolio management expertise

ULRICH SPIESSHOFER is the former president and Chief Executive Officer of ABB Ltd., a multinational technology-focused corporation, having served in that role from 2013 to April 2019 and as an executive committee member of ABB from 2005 to April 2019. Under Dr. Spiesshofer’s leadership, ABB transformed into a global leader in digital industries and a respected technology company at the nexus of industrial products and services, robotics and software. Since June 2020, he has served as a senior advisor at The Blackstone Group L.P. (Blackstone), and in this capacity he has chaired the advisory board of Schenck Process since May 2021, has served as a director of TDI-USA Holdings LLC since December 2021, and has been named chair of the advisory board of Sabre Industries, all Blackstone portfolio companies. He has also served as a director of Infineon Technologies since February 2020, where he chairs the strategy and technology committee.

The Board recommends that stockholders

Relevant Skills and other interested parties initiate communications with the Board, the Chairman, the lead independent director or any Board committee by writing to our Corporate Secretary. This process assists the Board in reviewing and responding to communications by stockholders and other interested parties. The Board has instructed our Corporate Secretary to review correspondence directedExpertise

Dr. Spiesshofer brings to the Board (includingmore than 30 years of global leadership experience in industries ranging from oil and gas to the Chairman, the lead independent directorpower and anyelectrification to automation and digitalization. The Board committee)values his industrial sector expertise and at the Secretary’s discretion, to forward those items that he deems appropriate for the Board’s consideration. Communications can be sent to the following address:his business transformation experience leveraging digital technologies, products and services.

Corporate Governance

We are committed to strong corporate governance, which we believe is critical to achieving our performance goals and to maintaining the trust and confidence of our stakeholders. Our governance practices include:

Proactive Stockholder Engagement

Our relationship and on-going dialogue with our stockholders are important parts of our Board’s corporate governance commitment. Our Investor Relations, Environmental, Socialinvestor relations, sustainability, legal and Governance (“ESG”), Legal and Human Resourceshuman resources teams engage with stockholders throughout the year to seek their views on key matters, and tothen inform our managementBoard and our Boardmanagement about the issues and emerging governance trends that our stockholders tell us matter most to them. Our lead independent director and theThe chairs of our Compensation and Nominating and Corporate Governance Committeescommittees also participate in our engagement efforts when requested. These engagements routinely cover executive compensation, corporate governance, ESG,company strategy and performance, sustainability, human rights and other current and emerging issues.

We typically reach out to our largest institutional stockholders annually in the fall.at least annually. We then report the feedback we receive to our Board and its relevant committees, allowing the Board to better understand our stockholders’ priorities and perspectives. In addition, to this annual outreach, we may engage with our large institutional stockholders at other times in the year when we believe that there are appropriate topics to discuss. For more detail on our engagement with our stockholders in 2018 and 2019,advance of the 2021 AGM, see “Compensation Discussion and Analysis—Framework for Setting 2021 Executive Compensation—Responsiveness to Stockholder Engagement; 2019 Say-On-Pay Vote”Feedback” beginning on pages 26-27page 36 of this proxy statement.

CorporateIndependent Chairman of the Board

One of the Board’s key responsibilities is to evaluate and determine an appropriate board leadership structure to provide for independent oversight of management. The Board believes that there is no single, generally accepted board leadership structure that is appropriate for all companies, and that the right structure may vary for a single company as circumstances change. As a result, our independent directors, upon the recommendation of the Nominating and Governance GuidelinesCommittee, consider the Board’s leadership structure at least annually.

Since 2019, our independent directors have separated the roles of CEO and Chairman of the Board, to allow our CEO to focus on leading the Company’s complex international business operations, while the Chairman provides the Board experienced and independent leadership. Mr. Papa currently serves as independent Chairman of the Board, and in that role, sets the agenda for and leads all Board meetings and all executive sessions of the non-employee directors.

In considering its leadership structure, the Board also took into account that Schlumberger’s current governance practices provide for strong independent leadership, active participation by our independent directors and independent evaluation of, and communication with, many members of senior management. The Board believes that its risk oversight programs would be effective under a variety of board leadership frameworks and therefore do not materially affect the Board’s choice of leadership structure.

Board Oversight of Risk Management

The Board and its committees are actively involved in overseeing risk management for Schlumberger. The full Board routinely assesses the Company’s major risks and options for mitigation, in order to promote our stockholders’ and other stakeholders’ interests in Schlumberger’s long-term health, financial strength, and overall success. We believe that our Board composition provides the Company with robust and well-rounded experience to assist in effective oversight of Schlumberger management, as discussed on pages 12-13 of this proxy statement. In addition, the Board delegates to its committees responsibility for overseeing certain types of risk, as reflected in the chart below, and the committees in turn report regularly to the Board on activities in their respective areas of oversight.

Our senior management team has developed a comprehensive strategic planning and enterprise risk management (“ERM”) process for identifying, assessing and managing risk. Through this process, we identify key risks through an annual corporate-level risk mapping exercise, which involves the CEO and other members of senior management, along with a bottom-up operational (field-level) risk assessment by the Company’s various geographies, businesses and functions. In 2021, the process also included a third-party assessment by an internationally recognized accounting firm, external risk surveys, and facilitated workshops with Schlumberger executives. Our executive leadership team and its ERM and Disclosure Committee report directly to our CEO and to the Board, and annually present to the Board a comprehensive report on risk identification, response and mitigation strategies.

Board Oversight of Sustainability

As a leading energy services company, we are committed to adheringbeing at the forefront of our industry’s shift toward more sustainable energy production—challenging not only ourselves, but also our customers, suppliers, and peers to sound principlespartner on delivering measurable social and environmental progress. This translates into making measurable strides to accelerate innovation in energy transition and achieving these goals in a way that contributes to energy access and economic development with both a global and local lens.

As part of corporate governancethis commitment, the Board and have adopted corporate governance guidelines thatits committees oversee the performance and management of various environmental, social and other sustainability issues, including our Board believes are consistentenergy transition strategy, emissions reduction targets, climate change, sustainability reporting, workforce health and safety, human rights, and ethics and compliance. For example:

Our line management is directly responsible for the management and mitigation of the environmental impact of our operations, with our values,environmental management systems and that promotestandards being the effective functioningresponsibility of our Board, its committeesVice President of HSE, and our global sustainability strategy being the Company. Our Board periodically,responsibility of our Vice President of Sustainability. For details about our environmental management standard and how we manage environmental risk, see our annual Sustainability Report, available at least annually, reviews and revises, as appropriate, our Corporate Governance Guidelines to ensure that they reflect the Board’s corporate governance objectives and commitments. Our Corporate Governance Guidelines are on our website at https://www.slb.com/who-we-are/corporate-governance/guidelines.sustainability/reports.html.

BoardDirector Independence

Our Corporate Governance Guidelines provide that at least a majority of the Board must consist of independent directors. This standard reflectsdirectors, in accordance with the New York Stock Exchange (“NYSE corporate governance”) listing standards.

Our In addition, our Board has adopted director independence standards which can be found in Attachment A to our Corporate Governance Guidelines, and whichthat meet or exceed the independence requirements in the NYSE listing standards. standards, and which can be found in our Corporate Governance Guidelines.

Based on the review and recommendation by the Nominating and Governance Committee, the Board has determined that each current director and each director nominee listed above under “Election of Directors”Directors—Our Director Nominees” is “independent” under theNYSE listing standards of the NYSE and our director independence standards, except for Mr. Le Peuch, who is our CEO and therefore does not qualify as independent, and Messrs. Galuccio and Papa. Additionally, Ms. Maureen Kempston Darkes and Mr. Michael Marks were independent throughout the period in 2019Galuccio. The Board has also determined that each served on the Board.

In addition to the Board-level standards for director independence, each member of the Audit Committee meets the heightened independence standards required for audit committee members under the NYSE’sNYSE listing standards and the rules of the SEC rules, and that each member of the Compensation Committee meets the heightened independence standards for compensation committee members under NYSE listing standards.

Transactions Considered in Independence Determinations Additionally, Mr. Seydoux, who is not standing for reelection, is independent, and former directors Lubna Olayan and Leo Rafael Reif, who served on the board until April 2021, were independent during the period they served on our Board.

Our Board’s independence determinations included a review of transactions that occurred since the beginning of 20172019 with entities associated with our directors or members of their immediate family. In making its independence determinations, the Board considered that Ms. Kempston Darkes, Dr. Kudryavtsev, Mr. Marks, Dr. Mitrova, Ms. Nooyi, Ms. Olayan, Dr. Reif and Mr. Sheets eachall our independent directors serve or have served, as directors, executive officers, trustees, outside consultants or advisory board members at companies and universities that have had commercial business relationships with the Company, all of which wereCompany. All such relationships involved ordinary course commercial transactions involving significantlywith the Company that were less than the greater of $1 million or 1% of the other entity’s annual revenues.revenues during 2021, 2020 and 2019; except for transactions with Enerplus, where Mr. Sheets serves as a director, which involved ordinary course commercial transactions with the Company that were less than 2% of Enerplus’ annual revenues during those three years.

The Board also considered that the Company made charitable contributions in the form of educational grants of less than $120,000 per yearand sponsored research to certain academic and other institutions with which some of theour directors are affiliated,affiliated. Except for contributions to the Moscow School of Management SKOLKOVO, these charitable contributions were less than $120,000 per year. Our contributions to the Moscow School of Management SKOLKOVO, where Dr. Mitrova serves as well as the following charitable contributions:

a professor, were $500,000 annually for 2021, 2020 and 2019. No director received any personal benefit from any such charitable contributions.

Board Tenure

We believe that Board tenure diversity is important and directors with many years of service provide the Board with a deep knowledge of our company, while newer directors lend fresh perspectives. The chart in this section reflects the Board tenure of our current director nominees.

Under our Corporate Governance Guidelines, non-executive directors are eligible to be nominated or renominated to the Board up to their 70^thbirthday, and executive directors are eligible to be nominated or renominated up to their 65^thbirthday, after which directors may no longer be nominated or renominated to the Board. Our Board may waive this policy on a case-by-case basis on the recommendation of the Nominating and Governance Committee if it deems a waiver to be in the best interest of the Company. The Board waived this policy for Mr. Papa upon the recommendation of the Nominating and Governance Committee because it believes that having Mr. Papa serve on the Board is in the best interest of our Company and our stockholders.

Director Nominations

The Nominating and Governance Committee believes that director nominees should, in the judgment of the Board, be persons of integrity and honesty, be able to exercise sound, mature and independent business judgment in the best interests of our stockholders as a whole, be recognized leaders in business or professional activity, have background and experience that will complement those of other Board members, be able to actively participate in Board and committee meetings and related activities, be able to work professionally and effectively with other Board members and Schlumberger management, be available to remain on the Board long enough to make an effective contribution, and have no material relationship with competitors, customers or other third parties that could present realistic possibilities of conflict of interest or legal issues.

The Nominating and Governance Committee also promotes Schlumberger’s diversity policy that the Board should ensure that qualified candidates reflecting gender, cultural and geographical diversity are considered as potential director nominees. Schlumberger has approximately 105,000 employees worldwide, representing more than 170 nationalities, and values gender, cultural and geographical diversity in its directors as well. We also have a culture of recruiting, hiring and training where we operate, as described in our Code of Conduct. This culture also

Board and Committee Evaluations

influences

Each year, the composition of our Board. Two of our nine director nominees are women. Of our nine director nominees, three are citizensBoard and its committees conduct rigorous self-evaluations in order to assess the overall functioning, performance and effectiveness of the United States of America, three are citizens of France, one is a citizen of Saudi Arabia, one is a dual citizen of both Russia and Israel, and one is a dual citizen of both ArgentinaBoard, its committees, and the United Kingdom.

Our geographically diverse Board also evidences our commitment to have directors who represent countries where Schlumberger operates. In addition, the exceptionally broad and diverse experience of our Board nominees is in keeping with the goal of having directors whose background and experience complement those of otherindividual non-employee directors. The Nominating and Governance Committee’sCommittee oversees this annual evaluation process. From time to time, these evaluations may be conducted using a third-party facilitator.

Some examples of feedback implemented based on past Board evaluations processes include:

Director Orientation and Education

Our director orientation and continuing education programs are designed to support our directors in fulfilling their responsibilities as members of the Board. First, all new directors participate in Schlumberger’s director orientation program, to familiarize themselves with our business and operations, financial and performance strategies, controls and compliance systems, sustainability and HSE commitments, and industry dynamics. New directors also attend trainings with members of senior management focused on financial, industry- and committee-specific topics, as well as facility and well-site visits. For new and incumbent directors, regular continuing education programs help our Board stay current on industry, corporate governance, risk management, cybersecurity, and other developments relevant to their work as directors. These programs may include presentations from Schlumberger management or in-depth trainings developed by outside experts, as appropriate.

Process for Selecting New Directors

The Nominating and Governance Committee assists the Board in identifying qualified individuals to join as new members. The Board seeks out individuals whose background, experience and skills complement those of other Board members. As a result, in evaluating potential nominees, the Committee takes into account theirconsideration the Board’s current composition, the potential nominee’s ability to contribute to the Board’s diversity, the Company’s existing and anticipated business needs, and the general qualifications of the potential nominees, as discussed above under “Election of Directors—Director Qualifications and Diversity.”

The Nominating and Governance Committee annually reviews its effectiveness in balancing these considerations in the context of its consideration of director nominees.

One of the other goals of our Nominating and Governance Committee is to ensure that the nominees have experience, skills and other attributes that complement the whole of our Board as a governing body. We believe that our director nominees are able to provide a well-rounded set of expertise that will assist in effective oversight of management at Schlumberger. The following matrix identifies the primary skills, core competencies and other attributes that each director nominee brings to bear in their service to our Board and committees. Each director nominee possesses numerous other skills and competencies not identified below. We believe identifying primary skills is a more meaningful presentation of the key contributions and value that each director nominee brings to their service on the Board and to our stockholders. Further information on each director nominee, including some of their specific experiences, skills and other attributes, is set forth in the biographies beginning on page 7 of this proxy statement.

	Summary of Individual Director Primary Skills, Core Competencies and Other Attributes
	Current or former CEO or president
	Energy industry expertise
	Risk management experience
	Corporate finance/capital management expertise
	Academic relations
	Scientific and technological innovation experience
	M&A experience
	Experience in key Schlumberger markets
	Government, public policy and regulatory insights

Applying the criteria above, the Nominating and Governance Committeealso recommends to the Board the number and names of persons to be proposed by the Board for election as directors at our annual general meeting of stockholders.AGM. In obtaining the names of possible director nominees, the Nominating and Governance Committee makes its own inquiries and will receivereceives suggestions from other directors and management. Consideration of new Board candidates typically involves a series of internal discussions, review of information regarding potential candidates, and interviews with selected candidates.

From time to time, the Nominating and Governance Committee retains executive search and board advisory consulting firms to assist in identifying and evaluating potential nominees. To further our diversity policy, we request that any such firms retained by us include women and nationally, racially and ethnically diverse candidates in the proposals they present to us. During 2019,2021, the Nominating and Governance Committee, usedwith the servicesassistance of Spencer Stuart, a third-partyan executive search firm, for this purpose. Considerationevaluated a number of new Board candidates typically involves a series of internal discussions, review of information concerningpotential candidates and interviews with selected candidates. Spencer Stuart suggested bothrecommended each of Ms. Narayanan, Messrs. de La ChevardièreColeman and SheetsLeupold, and Dr. Spiesshofer as prospective Board candidates.members.

The Nominating and Governance Committee will also consider nominees recommended by stockholders who meet the eligibility requirements for submitting stockholder proposals for inclusion in the next proxy statement and submit their recommendations in writing to:

Chair, Nominating and Governance Committee,
c/o Secretary, Schlumberger Limited,
5599 San Felipe, 17thFloor,
Houston, Texas 77056.

Such recommendations must be submitted by the deadline for stockholder proposals referred to at the endunder “Other Information—2023 Annual General Meeting of Stockholders” on page 70 of this proxy statement. Unsolicited recommendations must contain all of the information that would be required in a proxy statement soliciting proxies for the election of the candidate as a director, a description of all direct or indirect arrangements or understandings between the recommending security holder and the candidate, all other companies to which the candidate is being recommended as a nominee for director, and a signed consent of the candidate to cooperate with reasonable background checks and personal interviews, and to serve as a member of our Board, if elected.

Board Committees

The Board has five standing committees: Audit, Compensation, Nominating and Governance, Finance, and New Energy and Innovation. Each member of the Audit, Compensation and Nominating and Governance committees meets the independence and other requirements of the NYSE listing standards and SEC rules (including the heightened requirements that apply to audit or compensation committee members, as applicable). In addition, each member of the Audit Committee is financially literate, and each of Messrs. de La Chevardière and Sheets qualifies as an “audit committee financial expert” under applicable SEC rules.

The Nominating and Governance Committee nominates for Board approval directors to serve on and chair the Board’s committees. The following table reflects the membership of the Board’s standing committees as of February 1, 2022.

Name of Director	Audit Committee	Compensation Committee	Nominating and Governance Committee	Finance Committee	New Energy and Innovation Committee
Peter Coleman
Patrick de La Chevardière	Chair
Miguel Galuccio				Chair
Samuel Leupold
Tatiana Mitrova
Maria Moræus Hanssen					Chair
Vanitha Narayanan
Mark Papa*			Chair
Henri Seydoux(1)
Jeff Sheets		Chair
Ulrich Spiesshofer

Each committee operates under a written charter that sets forth the purposes, responsibilities and membership requirements of that committee. Each committee reviews the adequacy of its charter at least annually and recommends changes to the Board for approval. All committees also report regularly to the Board with respect to their activities. Committee charters are available on the Company’s website at https://www.slb.com/who-we-are/corporate-governance/.

Board Adoption of Proxy Access

Attendance

Although we had not received a stockholder proposal requesting a proxy access bylaw, we proactively adopted proxy access bylaw provisions in January 2017. These provisions permit a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock, for at least three years, to include two director nominees, or 20% ofDuring 2021, the current Board, whichever is greater, in our proxy for the annual general meeting.

Board Leadership Structure

The Board recognizes that one of its key responsibilities is to evaluate and determine an appropriate board leadership structure to provide for independent oversight of management. The Board believes that there is no single, generally accepted board leadership structure that is appropriate for all companies, and that the right structure may vary for a single company as circumstances change. As such, our independent directors consider the Board’s leadership structure at least annually, and may modify this structure to best address the Company’s unique circumstances and advance the best interests of all stockholders, as and when appropriate.

Effective August 1, 2019, Mr. Paal Kibsgaard retired as our CEO and Chairman of the Board. He had held both of these roles since 2015. The Board appointed Mr. Le Peuch as CEO and elected him to be a member of the Board, effective upon Mr. Kibsgaard’s retirement. In connection with this change in the Board leadership, the Board examined the advantages and disadvantages of various board leadership structures in light of the Company’s executive and Board leadership and its governance priorities.

The independent members of the Board determined that, effective upon Mr. Kibsgaard’s retirement as a member of our Board in August 2019, the appointment of a non-executive Chairman of the Board would be an appropriate Board leadership structure at this time because it would allow our new CEO to focus on leading the Company’s complex international business operations, while providing the Board experienced leadership separate from our management. As a result, the independent members of the Board appointed Mr. Papa as our non-executive Chairman of the Board.

Although Mr. Papa is a non-executive member of the Board, the Board previously determined that he is not an “independent” director under the listing standards of the NYSE and our own director independence standards. For this reason, the Board determined in July 2019 that Mr. Currie, Chair of the Audit Committee and the Board’s lead independent director, should continue to serve as the Board’s lead independent director.

The Chairman of the Board and the lead independent director together set the agenda for all Board meetings, and the lead independent director sets the agenda for, and leads, all executive meetings of the non-executive directors, providing consolidated feedback, as appropriate, from those meetings to the Chairman. The lead independent director also has authority to call meetings of the Board in executive session; facilitates discussions, outside of scheduled Board meetings, among the independent directors on key issues as appropriate; and serves as a non-exclusive liaison with the Chairman and our CEO, in consultation with the other independent directors.

In considering its leadership structure, the Board also took into account that Schlumberger’s current governance practices provide for strong independent leadership, active participation by our independent directors and independent evaluation of, and communication with, many members of senior management. These governance practices are reflected in our Corporate Governance Guidelines and our committee charters, which are available on our website. The Board believes that its risk oversight programs, discussed immediately below, would be effective under a variety of board leadership frameworks and therefore do not materially affect the Board’s choice of leadership structure.

As discussed above under “Election of Directors,” Mr. Currie will not stand for re-election at our annual general meeting of stockholders. The Board expects to elect a successor lead independent director from among the independent directors elected at the 2020 annual general meeting.

The Board’s Role in Risk Oversight

As set forth in our Corporate Governance Guidelines, the Board routinely assesses major risks facing the Company and options for their mitigation, in order to promote the Company’s stockholders’ and other stakeholders’ interests in the long-term health and the overall success of the Company and its financial strength.

The full Board is actively involved in overseeing risk management for the Company. We believe that our Board composition provides the Company with robust experience in several areas of risk oversight. Several of our Board members, including Dr. Mitrova and Messrs. Galuccio, Le Peuch and Papa, have valuable experience in the regulatory, economic and commodity risks that are specific to our industry, while Drs. Kudryavtsev and Reif and Mr. Seydoux have valuable experience in science and technology issues. In addition, many members of our Board, including Dr. Reif, Messrs. Currie, de La Chevardière, Seydoux and Sheets, and Mses. Nooyi and Olayan, all provide expertise in general business governance, capital allocation, management and economic trends relevant to our business.

In addition, each of our Board committees considers the risks within its areas of responsibility. The Board and its committees exercise their risk oversight responsibilities in a variety of ways, including the following:

The Board also manages risk in part through its oversight of the Company’s Executive Risk Committee (the “ERC”), comprising more than half a dozen top executives of the Company from various functions, each of whom supervises day-to-day risk management throughout the Company. The ERC is not a committee of the Board. The ERC ensures that the Company identifies all potential material risks facing the Company and implements appropriate mitigation measures. The Company’s risk identification is performed annually at two levels: the ERC performs a corporate-level risk mapping exercise, which involves the CEO and several other members of senior management, and while maintaining oversight, delegates operational (field-level) risk assessment and management to the Company’s various GeoMarkets, Technologies and Functions and to its Research, Engineering, Manufacturing and Sustaining organization. To the extent that the ERC identifies recurring themes from the operational risk mapping exercises, they are acted on at the corporate level. Members of the ERC meet formally at least once a year, and more frequently on an ad hoc basis, to define and improve the risk mapping process, and to review and monitor the results of those exercises and those that have been delegated. The ERC reports directly to the CEO and to the full Board, and annually presents to the full Board a comprehensive report as to its risk mapping efforts for that year.

Meetings of the Board and Committees; Director Attendance

The Board and its committees met throughout 2019 on a set schedule, held special meetings, and acted by written consent from time to time, as appropriate. The Board held four regularly-scheduledregular meetings, and two specialeach including an executive session of non-employee directors led by the Board’s independent Chairman. In addition, the Board’s committees held 23 meetings in 2019. In addition, a special committee of the Board met at various times during the year in connection with CEO succession planning, as described under “—Board Responsibilities2021, which included five Audit Committee, four Compensation Committee, six Nominating and Committees—The Board’s Role in Succession Planning” on page 18. At each Board meeting, time is reserved for the independent directors to meet in executive session without the CEO present.Governance Committee, one Science and Technology Committee, one New Energy and Innovation Committee, and six Finance Committee meetings. Officers regularly attend Board meetings to present information on our business and strategy, and Board membersdirectors have worldwide access to our employees outside of Board meetings.

In addition, each of the Audit, Compensation, Nominating and Governance and Finance Committees held four regularly-scheduled quarterly meetings, and the Science and Technology Committee held one regularly-scheduled meeting, in 2019. Each of the Audit and Nominating and Governance Committees held one special meeting in 2019.

Each of our current directors attended at least 75% of the meetings of the Board and the committees on which he or she served in 2019 (held during the period he or she served).

From time to time between meetings, Board and committee members confer with each other and with management and independent consultants regarding relevant issues, and representatives of management may meet with suchthese consultants on behalf of the relevant committee.

In 2021, our directors attended 100% of the meetings of the Board and its committees on which they served.

The Board’s policy regarding director attendance at annual general meetings of stockholdersour AGM is that directors are welcome, but not required, to attend, and that the Company will make all appropriate arrangements for directors who choose to attend. No director attended our annual general meeting of stockholders in 2019.2021 AGM.

Board Responsibilities and Committees

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines that our Board Responsibilities

Thebelieves are consistent with our values, and that promote the effective functioning of our Board, overseesits committees and counsels the Company’s CEOCompany. At least annually, our Board reviews and, other members of the senior management team in managing in the long-term interests of the Company and our stockholders. The Board’s responsibilities include:

The Board’s Role in Succession Planning

As reflected inif appropriate, revises our Corporate Governance Guidelines to reflect the Board’s primary responsibilities include planning for CEO successioncorporate governance objectives and monitoring and advising on management’s succession planning for other senior executives. The Board’s goal is to have a long-term and continuing program for effective senior leadership development and succession.

In connection with our recent CEO transition, the Board formed a special committee, chaired by our lead independent director. The special committee met 21 times during 2018 and 2019 as part of its oversight and leadership of the process to identify the candidate with the appropriate skills, vision, and experience to lead Schlumberger into the future.

Board Committees

MEMBERS OF THE COMMITTEES OF OUR BOARD AS OF FEBRUARY 1, 2020

			Nominating		Science
			and		and
	Audit	Compensation	Governance	Finance	Technology
Name of Director	Committee	Committee	Committee	Committee	Committee
Peter L.S. Currie*(1)	Chair
Patrick de La Chevardière
Miguel Galuccio				Chair
Nikolay Kudryavtsev(1)
Tatiana A. Mitrova
Indra K. Nooyi(1)		Chair
Lubna S. Olayan			Chair
Leo Rafael Reif					Chair
Mark G. Papa**
Henri Seydoux
Jeff W. Sheets

Audit Committee

The Audit Committee consists of five directors, each of whom meets the independence and other requirements of the NYSE’s listing standards and SEC rules (including the heightened requirements that apply to audit committee members). The Audit Committee assists the Board in its oversight of the accounting and financial reporting process of the Company, including the audit of the Company’s financial statements and the integrity of the Company’s financial statements, legal and regulatory compliance, the independent auditor’s qualifications, independence and performance, and the performance of the Company’s internal audit function.

The authority and responsibilities of the Audit Committee include the following:

The Company’s independent auditor is accountable to the Audit Committee. The Audit Committee pre-approves all engagements, including the fees and terms for the integrated audit of the Company’s consolidated financial statements.

The Board has determined that each Committee member has sufficient knowledge in financial and auditing matters to serve on the Committee. In addition, the Board has determined that each of Ms. Nooyi and Messrs. Currie, de La Chevardière and Sheets qualifies as an “audit committee financial expert” under applicable SEC rules. The Audit Committee operates pursuant to a written charter, which describes its authority and responsibilities in detail, and iscommitments. Our Corporate Governance Guidelines are available on the Company’sour website at https://www.slb.com/who-we-are/corporate-governance/audit-committee.guidelines.

Compensation Committee

The Compensation Committee consists of five directors, each of whom meets the independence requirements of the NYSE’s listing standards (including the heightened requirements that apply to compensation committee members). The Compensation Committee assists our Board in discharging its responsibilities with regard to executive compensation; periodically reviews non-executive directors’ compensation; oversees the Company’s general compensation philosophy, policy and programs; serves as the administrative committee under the Company’s stock plans; and prepares the annual compensation committee report required by the rules of the SEC.

The authority and responsibilities of the Compensation Committee include the following:

The Compensation Committee may delegate specific responsibilities to one or more individual committee members to the extent permitted by law, regulation, NYSE listing standards and Schlumberger’s governing documents. The design and day-to-day administration of all compensation and benefits plans and related policies, as applicable to executive officers and other salaried employees, are handled by teams of the Company’s human resources, finance and legal department employees. The Compensation Committee operates pursuant to a written charter, which describes its authority and responsibilities in detail, and is available on the Company’s website at https://www.slb.com/who-we-are/corporate-governance/compensation-committee.

Nominating and Governance Committee

The Nominating and Governance Committee consists of three directors, each of whom meets the independence requirements of the NYSE’s listing standards. The Nominating and Governance Committee assists the Board in identifying qualified individuals to become directors; nominates directors to serve on, and chair, committees; reviews corporate governance trends; develops and recommends to the Board a set of corporate governance guidelines and recommending any amendments; monitors and reviews the effectiveness of the Company’s Ethics and Compliance Program; oversees the Company’s corporate reputation, ESG and social responsibility strategies; and oversees the annual review of the Board’s performance.

The authority and responsibilities of the Nominating and Governance Committee include the following:

The Nominating and Governance Committee operates pursuant to a written charter, which describes its authority and responsibilities in detail, and is available on the Company’s website at https://www.slb.com/who-we-are/corporate-governance/nominating-and-governance-committee.

Finance Committee

The Finance Committee consists of six directors. The Finance Committee advises the Board and management of the Company on various capital allocation and capital structure matters, including dividends and stock repurchases, acquisitions and divestitures, financial and related risk management policies and the investment of funds. The Finance Committee operates pursuant to a written charter, which describes its authority and responsibilities in detail, and is available on the Company’s website at https://www.slb.com/who-we-are/corporate-governance/finance-committee.

Science and Technology Committee

The Science and Technology Committee consists of six directors. The Science and Technology Committee advises the Board and management on matters involving the Company’s research and development programs. The Science and Technology Committee operates pursuant to a written charter, which describes its authority and responsibilities in detail, and is available on the Company’s website at https://www.slb.com/who-we-are/corporate-governance/science-and-technology-committee.

Code of Conduct

Schlumberger hasWe have adopted a code of conduct entitled The Blue Print and The Blue Print in Action (together, our “Code of Conduct”), which applies to all of itsour directors, officers and employees. Together, these documents describe the purpose, ambition and mindsetOur Code of the Company and expectations for its employees. Both documents are locatedConduct is available on our website at https://www.slb.com/who-we-are/guiding-principles/our-code-of-conduct.our-code-of-conduct.

PoliciesCertain Relationships and Procedures for Approval of Related Person Transactions

In 2007, theThe Board adoptedhas a written policy with respect togoverning the review, approval and ratification of “related person transactions” to document procedures pursuant to which such transactions are reviewed, approved or ratified.transactions.” Under SEC rules, “related persons” include any director, executive officer, director nominee, or greater than 5% stockholder of the Company since the beginning of the previous fiscal year, and their immediate family members. The policy applies to any transaction in which:

but excludes any transaction that does not require disclosureunless excluded under Item 404(a) of SEC Regulation S-K.

The Nominating and Governance Committee with assistance from the Company’s Secretary and General Counsel, is responsible for reviewing and, where appropriate, approving or ratifying any related person transaction involving Schlumberger or its subsidiaries and any related persons. The Nominating and Governance Committee approves only those related person transactions that are in, or are not inconsistent with, the best interests of the Company and its stockholders.

SinceSchlumberger has an ongoing commercial relationship with Vista Oil and Gas (Vista), where Mr. Galuccio serves as chairman of the beginning of 2019, there were no related person transactions under the relevant standards.board and chief executive officer. In 2021, Schlumberger contracted with Vista to deliver ordinary course oilfield services and products, and Vista paid Schlumberger $133 million.

Communicating with Our Board

The Board recommends that stockholders and other interested parties initiate communications with the Board, the Chairman or any Board committee by writing to our Chief Legal Officer and Secretary. This process assists the Board in reviewing and responding to communications by stockholders and other interested parties. The Board has instructed our Chief Legal Officer and Secretary to review correspondence directed to the Board (including to the Chairman and any Board committee) and, at the Secretary’s discretion, to forward those items that she deems appropriate for the Board’s consideration. Communications can be sent to the following address: Schlumberger Limited, Attention: Chief Legal Officer and Secretary, 5599 San Felipe, 17^th Floor, Houston, Texas 77056.

Director Compensation

Our Commitmentdirector compensation philosophy is to Stewardshipappropriately 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 long-term stockholders. Directors who are employees of Schlumberger do not receive compensation for serving on the Board.

The energy industry is changing, and Schlumberger’s vision is to define and drive high performance, sustainably. Our core competence is to enable our customers to operate more safely, efficiently, effectively and in an environmentally responsible manner.Director Pay Components

Schlumberger has a long history of social and environmental leadership, including:Cash Compensation