UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) 14(A)
OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. )___)
| Filed by the Registrant | | Filed by a Party other than the Registrant |
| Check the appropriate box: | |
| Preliminary Proxy Statement |
| Confidential, for Use of the Commission Only (as permitted by Rule |
| Definitive Proxy Statement |
| Definitive Additional Materials |
| Soliciting Material under §240.14a-12 |
SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
| Payment of Filing Fee (Check | ||
| No fee | |
| Fee paid previously with preliminary materials | |
| Fee computed on table | |
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 | Notice of 2023 Annual General Meeting of Shareholders |
Notice of 2020 Annual General Meeting of Stockholders
| Items of Business | |||
| 1. | Election of 11 director nominees. | ||
| 2. | Advisory vote on the frequency of future advisory votes on executive compensation. | ||
| 3. | Advisory “say-on-pay” approval of our executive compensation. | ||
| 4. | Approval of certain annual financial statements for the year ended December 31, 2022. | ||
| 5. | Ratification of the appointment of our independent auditor, PricewaterhouseCoopers LLP. | ||
| Such other matters as may properly be brought before the meeting. | |||
| By order of the Board of Directors, | |||
 | |||
| Dianne B. Ralston | |||
| Chief Legal Officer and Secretary | |||
| February 23, 2023 | |||
Wednesday, April 1, 20205, 2023
10:00 a.m. Curaçao time
AvilaCuraçao Marriott Beach Hotel, Penstraat 130,Resort, John F Kennedy Boulevard, 3 Piscadera Bay, Willemstad, Curaçao
ITEMS OF BUSINESSRecord Date
February 8, 2023
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 determine which voting methods are available to you. Shareholders with shares registered in their names with SLB’s transfer agent may authorize a proxy:
 | www.proxypush.com/SLB |  | By Telephone (866) 240-5191 | |
 | ||||
Sign, date, and mail your proxy card |
SuchIf you are a beneficial holder of SLB common stock, you should follow any instructions provided by your bank, broker, or other matters as may properly be brought before the meeting.nominee. See “Meeting Information” in this proxy statement.
RECORD DATEProxy Voting
February 12, 2020
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 cannotare not permitted to vote for Items 1 or 2 without your instructions.
February 21, 2020
By orderon certain proposals and may elect not to vote on any of the Board of Directors,proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.
Alexander C. Juden
Secretary
Important Information About Meeting Attendance
Depending on the level of COVID-19 protocols in effect at the time, your ability to attend the 2023 Annual General Meeting of Shareholders (the 2023 AGM) in person may be restricted or may require additional safeguards, which could include face coverings, proof of vaccination, proof of a negative COVID-19 test result within a specified number of days, and maintaining appropriate social distancing. Please review www.proxydocs.com/SLB for any updates to the “Meeting Information” section of this proxy statement prior to traveling.
Important Notice Regarding the Availability of Proxy Materials
for the Annual General Meeting of StockholdersShareholders to Bebe Held on April 1, 2020:5, 2023
This proxy statement, along withNotice and Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 20192022, and our 20192022 Annual Report to Stockholders,Shareholders are each available free of charge on our website at http:https://investorcenter.slb.com.investorcenter.slb.com and www.proxydocs.com/SLB.
| 2023 Proxy Statement | 3 |
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This summary is provided for your reference. However, before voting, you should carefully review this entire proxy statement and, particularly with respect to agenda Item 4, our 2022 Annual Report to Shareholders.
All references in this proxy statement to “SLB,” “the Company,” “we,” or “our” are to Schlumberger Limited (Schlumberger N.V.) and its subsidiaries. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
This proxy statement is first being made available to our shareholders on or about February 23, 2023.
The 2023 AGM will be held at:
| Meeting Date: | Wednesday, April 5, 2023 |
John F Kennedy Boulevard, 3, Piscadera Bay Willemstad, Curaçao | |
| Record Date: | February 8, 2023 |
Each shareholder of record at the close of business on February 8, 2023 (the record date) is entitled to one vote for each share registered in such shareholder’s name. If your shares are registered in your name with SLB’s transfer agent, you may vote in person at the 2023 AGM, or you may authorize a proxy to vote your shares by one of 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 SLB common stock (i.e., you hold your shares on the record date through a broker, bank, or other nominee), you should follow the voting instructions provided by your bank, broker, or other nominee.
If you plan to attend the 2023 AGM in person, see “Meeting Information” beginning on page 67 for the requirements for admission to the meeting. Whether or not you plan to attend the 2023 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 represented at the meeting.
| Item | Our Board’s Recommendation | Vote Required for Election / Approval | Page Reference (for more detail) | |
| 1 | Election of 11 director nominees to our Board of Directors (the Board). | FOR each nominee | Majority of votes cast for the nominee | 10 |
| 2 | Advisory vote on the frequency of future advisory votes on executive compensation. | ONE YEAR | Majority of votes cast | 29 |
| 3 | Advisory “say-on-pay” approval of our executive compensation. | FOR | Majority of votes cast | 30 |
| 4 | Approval of our consolidated balance sheet at December 31, 2022, our consolidated statement of income for the year ended December 31, 2022, and the declarations of dividends by our Board in 2022. | FOR | Majority of votes cast | 64 |
| 5 | Ratification of the appointment of PricewaterhouseCoopers LLP (PwC) as our independent auditor for 2023. | FOR | Majority of votes cast | 65 |
| 4 | 2023 Proxy Statement |
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| Peter Coleman Former CEO and Managing Director Woodside Petroleum Ltd. | Patrick de La Chevardière Former Chief Financial Officer Total S.A. | Miguel Galuccio Chairman and CEO Vista | Olivier Le Peuch Chief Executive Officer SLB |
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| Samuel Leupold Former Chief Executive Officer Ørsted Wind Power A/S |
| Tatiana Mitrova Research Fellow SIPA Center on Global Energy Policy Columbia University | Maria Moræus Hanssen Former Deputy CEO and COO Wintershall Dea GmbH | ||||
Former Chairman and Managing Director IBM India | |||||
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| Mark Papa Former Chairman and CEO Centennial Resource Development | Jeff Sheets Former EVP and CFO ConocoPhillips | Ulrich Spiesshofer Former President and CEO ABB Ltd. | |||
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| 2023 Proxy Statement | 5 |
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A global technology company that drives energy innovation for a balanced planet
2022 was transformative for SLB. We launched our bold new SLB brand identity—reinforcing our leadership position in technology, digital, and sustainability in the energy industry—and we demonstrated our ability to deliver superior earnings in this early phase of a structural upcycle in energy. We set new safety, operational, and performance benchmarks for our customers and strengthened our market position both internationally and in North America.
Highlights of our 2022 financial performance(1) include:
23% year on year | per share (EPS) by 81% year on year | Expanded income before taxes margin to 15.2% | Strengthened balance sheet by reducing both gross and net debt by $1.7 billion | ||||||
40% in 43% in January 2023 | |||||||||
charges & credits, by 70% year on year | |||||||||
EBITDA margin to 23.0% | |||||||||
net debt to adjusted EBITDA ratio—lowest level since 2016 | |||||||||
GeneralIn 2022, we executed our strategy across our Three Engines of Growth—our Core, Digital, and New Energy—and successfully leveraged the breadth of our portfolio and our competitive strengths to deliver peer-leading outcomes for our customers and shareholders.
This proxy statement is furnished 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 Chairman of the meeting and will be limited to matters properly brought before the meeting by or at the direction of our Board or by a stockholder.
We are providing our 2019 Annual Report to Stockholders concurrently with this proxy statement. You should refer to its contents in considering agenda Item 3.
Proxy Materials are Available on the Internet
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”) to our stockholders with instructions on how to access the proxy materials online or request a printed copy of the materials.
Stockholders may follow 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.
Our proxy materials are also available at http://investorcenter.slb.com.
Record Date; Proxies
Each stockholder of record at the close of business on 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 the stockholder’s name. A stockholder of record is a person or entity who held shares on that date registered in its name on the records of Computershare Trust Company, N.A. (“Computershare”), Schlumberger’s stock transfer agent. Persons who held shares on the record date through a broker, bank or other nominee are referred to as beneficial owners.
Shares cannot be voted 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.
Shares Outstanding on Record Date
On February 12, 2020, there were 1,388,162,459 shares of Schlumberger common stock outstanding and entitled to vote.
In our Core Divisions, we expanded pretax segment operating margins and launched new products, services, and solutions that increase efficiency and lower operational emissions. Our fit-for-basin, technology access and Transition Technologies* portfolios fueled growth and margin expansion in every Division in 2022. And we continue to strengthen our Core portfolio for growth and position for future resilience and shareholder returns through strategic initiatives such as the announced subsea joint venture with Aker Solutions and Subsea 7. | | In Digital, we had strong growth in exploration data, Innovation Factori* and artificial intelligence solution sales, and the adoption of our new digital technologies is accelerating. We ended the year with more than 70% growth in Delfi* users, and our software-as-a-service (SaaS) revenue more than doubled. We continue to build adjacent expansion opportunities for our digital business, both in the operations data space and beyond oil and gas, such as carbon management. | In |
Quorum
Holders of at least one-half 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.
Abstentions 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:
AbstentionsIn Sustainability, we reduced our Scope 1 and broker non-votes2 carbon emissions intensity as compared to 2021. We also launched several new Transition Technologies to support the decarbonization of oil and gas, as well as our SLB End-to-end Emissions Solutions (SEES) methane elimination business.
We also advanced our technology leadership, safety and operations integrity performance, and service quality differentiation, leading to more contract awards, higher technology adoption, and increased pricing premiums.
Finally, we demonstrated our commitment to Superior Shareholder Returns. We increased our dividend by 40% in April 2022, followed by a further 43% increase in January 2023, and we resumed our share buyback program in January 2023.
Looking to 2023, we believe the market fundamentals are not considered as votes castaligned with what we do best—innovating and will not be counted in determiningoutperforming for our customers. With our bold new brand and identity founded on technology and innovation, our strategy with sustainability at its heart, and our strong financial and operational results through the outcomeearly phase of the vote oncurrent upcycle, we believe we have set a very solid foundation for strong performance and shareholder value creation in 2023 and into 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:next decade.
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The internet and telephone voting facilities for stockholders of record will close at 11:59 p.m. Eastern time on Tuesday, March 31, 2020. The internet and telephone voting procedures have been designed to authenticate stockholders and to allow you to vote your shares and to confirm that your instructions have been properly recorded.
A number of banks and brokerage firms participate in programs that also permit beneficial stockholders to direct their vote by the internet or telephone. If you are a beneficial owner whose shares are held in an account at a bank or brokerage firm that participates in such a program, you may direct the vote of those shares by the internet or telephone by following the instructions on the voting form.
All shares entitled to vote 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.
By providing your voting instructions promptly, you may save us the expense of a second mailing.
Changing Your Vote or Revoking Your Proxy
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.
| 2023 Proxy Statement |
As a leading global technology company, with a workforce consisting of approximately 99,000 people in more than 100 countries, one of SLB’s greatest strengths is the diversity of our people. We believe that our ability to attract, develop, motivate, and retain a highly competent and diverse workforce has been paramount to our success for many decades. We recognize that cultivating diversity and promoting inclusion are essential to attracting the best talent from around the world and enabling creativity and innovation to drive business success.
Our national and cultural diversity is based in our philosophy to recruit and develop people from the communities where we work. As a result, we maintain a workforce nationality mix aligned to the revenue derived from the countries in which we work, as reflected in the charts below. Our long-standing commitment to national and cultural diversity, which is seen throughout every layer of SLB—including our executive team and the Board—fosters a culture that is global in outlook, yet local in practice. Our nationally and culturally diverse Board and 10-member executive leadership team collectively represent 14 nationalities across six continents.
In addition to nationality and cultural diversity, gender balance is an important part of our diversity, equity, and inclusion strategy. We are committed to leading our industry in gender diversity, and we are on track to reach our interim milestone of having women represent 25% of our salaried employees by 2025. Our next milestone is for women to comprise 30% of our salaried employees by 2030. Our 2025 and 2030 targets include executive roles and all other salaried positions.
Women represent 30% of our executive team as of January 31, 2023, and 27% of our director nominees for the 2023 AGM. Approximately 19.5% of our company (excluding contractors) and 23.8% of our salaried employees were women as of December 31, 2022.
As a truly global company with a rich legacy of national and cultural diversity, it is important that we do not limit our definitions of racial and ethnic diversity to the common classifications used in the United States, both for our executive team and for the Board. For further discussion regarding the racial and ethnic diversity of our Board, see “Election of Directors—Director Qualifications and Diversity” on page 10 of this proxy statement.
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In November, we held our 2022 Investors Conference in New York City, USA as a platform to demonstrate SLB’s potential to deliver differentiated growth and returns over the next few years. The conference was focused on SLB’s strategies to advance Energy Innovation, Lower Carbon and Higher Value within the context of today’s global energy dynamics, which require bold new technologies and ideas, digital transformation and a deep commitment to sustainability. The conference also included a series of technology immersion sessions showcasing our leadership and key offerings in our Core, Digital and New Energy.
From left to right: SLB executive leadership team members Gavin Rennick, Dianne Ralston, Demosthenis Pafitis, Olivier Le Peuch, Rajeev Sonthalia, Stephane Biguet, Katharina Beumelburg, Khaled Al Mogharbel, Carmen Rando Bejar, and Abdellah Merad.
As more fully discussed in the “Compensation Discussion and Analysis” section of this proxy statement, below are some key actions that our Compensation Committee took with respect to our named executive officers’ 2022 compensation:
| • | Diversified LTI Program Structure — Our NEOs continued to receive a mix of long-term incentive (LTI) grants in 2022, with 75% of their target LTI opportunity awarded in the form of performance share units (PSUs), and 25% awarded in the form of three-year, time-based restricted stock units (RSUs). As in 2021, payout under the 2022 PSUs will be contingent on achieving absolute free cash flow margin (FCF margin), relative return on capital employed (ROCE), and relative total shareholder return (TSR) performance goals over respective three-year periods. |
| • | Rigorous PSU Performance Targets — In setting LTI performance targets for 2022, the Compensation Committee emphasized and encouraged ambitious outperformance by increasing the maximum performance goal for the FCF margin PSUs as compared to 2021, and continuing to set an above-median target performance goal for the TSR PSUs. In addition, based on shareholder feedback, the Committee adjusted the comparator group for our TSR PSUs to include our direct competitors and the S&P Global 1200 Energy Index, to focus on TSR outperformance relative to our direct competitors while expanding the group to include the broader energy market. |
| • | Performance-Aligned Incentive Payouts — Our NEOs’ short-term incentive (STI) payouts were based on strong 2022 adjusted EBITDA results, partially offset by below-target 2022 free cash flow results, and their LTI payouts were based on exceptional multi-year ROCE and free cash flow conversion results. |
| Short-Term Incentive Results | Long-Term Incentive Results | |
• Average NEO Payout — 80% — Our NEOs earned an average 2022 cash incentive payout of 80%. • Adjusted EBITDA Payout — 157% — Our 2022 adjusted EBITDA(1) was $6.462 billion, representing a 31% increase over 2021, and resulting in a payout of 157% of target for the adjusted EBITDA component of our 2022 cash incentive plan. • Zero FCF Payout — Our 2022 free cash flow(1) of $1.418 billion was below the minimum performance target under our annual cash incentive plan. As a result, our CEO and other NEOs earned no payout under the free cash flow component of our 2022 cash incentive plan. | • Our CEO did not receive an LTI award in 2020 and therefore did not earn any 2020 PSUs. • For our other NEOs, the 2020 LTI payout was based on: (i) SLB’s average annual ROCE for the three-year performance period, which was 407 basis points (bps) above the average ROCE of the comparator group, (ii) SLB’s absolute 2022 ROCE of 13%, and (iii) SLB’s cumulative FCF conversion rate of 192% from 2020 to 2021—which far exceeded the maximum performance goal for the 2020 FCF conversion PSUs. • As a result, our NEOs, other than our CEO, earned 250% of the target shares of SLB stock under the 2020 PSUs. |
| (1) | For reconciliations of adjusted EBITDA and free cash flow to their most comparable GAAP measures, see Appendix A. |
| 8 | 2023 Proxy Statement |
| • | CEO and CFO Compensation Increases in Line with Market Trends — In light of SLB’s strong 2021 financial results—which surpassed all of the Company’s annual financial targets—as well as peer comparator data showing that our CEO’s 2021 compensation was below the median of our general industry peer group, the Compensation Committee recommended, and the independent members of the Board approved, an 11% increase to our CEO’s 2022 base salary and a 14% increase in his target LTI grant value. The Committee also approved a 4% base salary increase for our CFO, Mr. Biguet, and a 9% increase in his target LTI grant value, after considering the Company’s excellent 2021 financial performance, as well as peer comparator data and internal pay equity considerations. For details regarding these market increases, see “—Elements of 2022 Total Direct Compensation—Base Salary” and “—Long-Term Equity Incentive Awards”. |
| • | ESG Objectives for All NEOs — All of our NEOs had strategic personal objectives related to sustainability, SLB New Energy, or health, safety and environmental (HSE) performance goals. |
Below is a summary of some of our executive compensation best practices and policies.
| What We Do | What We Don’t Do | |
At Risk Pay — A significant portion of our executives’ compensation is at risk, based on a mix of absolute and relative financial metrics.
Performance-Based Cash Incentive Awards — At least 70% of our executives’ target 2022 cash incentive opportunity is based on achieving rigorous quantitative Company financial goals.
Robust Stock Holding Requirements — Our CEO is required to own an amount of SLB shares valued at six times (6x) his annual salary; our EVPs must own at least three times (3x) their annual salaries; and all other executive officers must own at least two times (2x) their annual salaries.
Mandatory Retention of Shares — Executives must retain 50% of the net shares they acquire upon the exercise of stock options and the vesting of PSUs and RSUs, until they achieve the required ownership level under our stock ownership guidelines.
Annual Peer Compensation Review — We annually review all officer compensation opportunities against our peer groups. |
No gross-ups on excise taxes.
No repricing or exchanging options without shareholder approval.
No hedging or pledging of SLB stock by executive officers or directors.
No LTI or annual cash incentive payouts if we fail to achieve pre- established minimum performance criteria.
No excessive perquisites to our executive officers.
No executive pension or insurance plans exclusively for executives.
No change-in-control agreements, and no automatic acceleration of equity awards upon a change in control.
PSUs and RSUs do not accrue or pay dividends or dividend equivalents or have voting rights prior to vesting.
We do not dilute our shareholders with excessive employee equity grants. Our 2022 “burn rate,” or stock awards granted as a percentage of common shares outstanding, was only 0.65%. |
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 2022 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.
| 2023 Proxy Statement | 9 |
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All ofour directors are elected annually at our annual general meeting of stockholders. Our stockholders are requested to elect nineshareholders. We 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 2024 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.
Peter L.S. Currie, the Board’s lead independent director, will not stand for re-electionshareholders at our annual general meeting of stockholders. Our Board extends gratitude to Mr. Currie for nine 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.2022 AGM.
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 decrease the size of the Board or designate a substitute nominee. If the Board designates a substitute nominee, proxies may be voted for that substitute nominee. The Board knows of no reason why any nominee willwould be unable or unwilling to serve if elected.
Shares represented by properly executed proxies will be voted, if authority to do so is not withheld, forAt the election of each of the nine 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,2023 AGM, 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 Shares represented by properly executed proxies and not revoked will be voted in accordance with the votes cast to be elected.
instructions indicated on those proxy cards. If you holdhave properly executed your proxy card and you have not given specific voting instructions, your shares will be voted 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.accordance with our Board’s recommendations.
  | The Board of Directors |
The Board believes that each director nominee possesses the qualities and experience that the Nominating and Governance Committee believes that SLB director nominees should possess,have the following characteristics:
| • | be persons of integrity and honesty, | |
| • | be able to exercise sound, mature and independent business judgment in the best interests of our shareholders as a whole, | |
| • | be recognized leaders in business or professional activity, | |
| • | have background and experience that will complement those of other Board members, | |
| • | 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 SLB 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 are able to execute their duties as described in detail below inmembers of the section entitled “Corporate Governance—Director Nominations” beginning on page 14.Board and to devote the necessary time and attention to SLB, as required by our Corporate Governance Guidelines. In addition, there are no family relationships among any SLB executive officers and directors.
The Nominating and Governance Committee supports SLB’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 11, our 11 director nominees represent ten nationalities across five continents, and three directors are women.
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 in the summary chart on page 11 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 11. In keeping with international data privacy laws, we have not included racial or ethnic information for director nominees who did not authorize disclosure.
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We believe our director nominees provide a well-rounded set of expertise to assist in effective oversight of SLB management.
The following chart summarizes the qualifications of our director nominees, including knowledge, skills, experiences and other attributes that the Board consists of, individuals whose backgroundbelieves are relevant to their Board and committee service. Each director nominee possesses numerous other skills and experience complement thosenot identified in the following chart, as further detailed in their biographies beginning on page 12 of other Board members. this proxy statement.
 |  |  |  |  |  |  |  |  |  |  | ||
| 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 | | |||||||||||
| White or Caucasian | | | ||||||||||
| Non-U.S. Directors Electing to Self-Identify Racial or Ethnicity Characteristics | ||||||||||||
| Two or More Ethnicities | | |||||||||||
| White or Caucasian | | | | |||||||||
| Gender | M | M | M | M | M | F | F | F | M | M | M | |
| Other Attributes | ||||||||||||
| Independence | | | | | | | | | | |||
| Tenure | 2 | 4 | 6 | 4 | 2 | 5 | 3 | 2 | 5 | 4 | 2 | |
| 2023 Proxy Statement | 11 |
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The nominees for election to the Board, together with biographical information furnished by each of them and information regarding each nominee’s director qualifications, are set forth onbelow.
Peter Coleman,
Independent Director
 | Former CEO and Managing Director, Director since 2021 Age: 62 Other Current Public Boards • Allkem Limited Former Public Directorships • Woodside Petroleum Ltd. | Nationality Australia SLB 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 following pages.
There are no family relationships among any executive officersformer Chief Executive Officer, Executive Director and directorsManaging 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. Since November 2022, he has served as chair of Allkem Limited, a global lithium chemicals company, having served as a director since October 2022. He has also served as chairman of the Company.board of Infinite Blue Energy, an Australian green hydrogen renewable energy company, since August 2021, as chair of H2EX, an Australian hydrogen exploration start-up, since April 2022, and as chair of DIRECT Infrastructure, an Australian-based offshore wind developer, since June 2022.
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 SLB’s operations.
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Patrick de La Chevardière,
Independent Director
  | Former Chief Financial Officer,
Director since 2019 Age:
Other Current Public • Michelin (Compagnie Générale des
Former Public Directorships • None |
France
SLB Board Committees • Audit, Chair •Finance
Other Experience and Education •
• Diplôme d’Ingénieur, an engineering degree, École Centrale de Paris | ||
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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,
Director since 2017 Age:
Other Current Public • Vista
Former Public Directorships • |
Argentina and United Kingdom
SLB Board Committees • Finance, Chair
Other Experience and Education •
Bachelor of Science in Petroleum Engineering, •
• Latin America energy policy expertise | ||
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MIGUEL GALUCCIO founded and is the Chairman and Chief Executive Officer of Vista, the first listed independent energy company to operate and produce in the Vaca Muerta formation in Argentina, having held that position since 2017. In 2016, he co-founded GRIDX, a science-based company builder that creates and invests in biotech startups in Latin America, where he currently acts as chairman. Prior to that, from 2012 to 2016, he served as Chairman and Chief Executive Officer of YPF, Argentina’s largest energy company. From 1999 to 2012, he was an employee of SLB and held several international positions, his last being President, SLB Production Management. Prior to his employment at SLB, he served in various executive positions at YPF and its subsidiaries from 1994 to 1999, including YPF International.
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 largest energy company, which under his leadership became the world’s largest producer of shale oil outside of North America. He has valuable insight into the domestic and international energy policies of Argentina, Mexico, Venezuela and Ecuador, as well as extensive experience negotiating with SLB 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.
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Olivier Le Peuch,
SLB Chief Executive Officer
  | Chief Executive Officer,
Director since 2019 Age:
Other Current Public •None
Former Public Directorships • None |
France
SLB Board Committees • None
Other Experience and Education • Master’s Degree in Microelectronics, Bordeaux University of Science •
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OLIVIER LE PEUCH has been SLB’s Chief Executive Officer and a member of the Board since August 2019. He was SLB’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 2017 to May 2018, President of SLB Completions from 2014 to 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 SLB 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 SLB’s operational activities worldwide as a result of his service in various global leadership positions at SLB. The Board believes that Mr. Le Peuch’s service as our CEO is an important link between management and the Board, enabling the Board to perform its oversight function with the benefit of his perspectives on SLB’s business and operations.
Samuel Leupold,
Independent Director
 | Former Chief Executive Officer, Director since Age: 52 Other Current Public Boards • Enel SpA Former Public Directorships | |
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 | Nationality Switzerland SLB Board Committees • Audit • Finance • New Energy and Innovation Other Experience and Education • Master’s Degree in Mechanical Engineering, Swiss Federal Institute of Technology (Zurich) • MBA, INSEAD (Fontainebleau) • Energy transition and sustainability expertise | |
SAMUEL LEUPOLD is the 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. He has also served as chair of Corio Generation, a specialist offshore wind business and Macquarie Green Investment Group portfolio company, since March 2022.
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 SLB seeks to implement our net-zero ambition and our strategy to deploy sustainable technologies to provide access to energy for the benefit of all.
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Tatiana Mitrova,
Independent Director
 |
Director since 2018 Age:
Other Current Public •None
Former Public Directorships • |
SLB Board Committees • Audit • Finance
Other Experience and Education • PhD in Economics, Moscow State University • Senior Visiting Research Fellow at Oxford Institute for Energy Studies
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TATIANA MITROVA has been a research fellow at the Center on Global Energy Policy at the School of International and Public Affairs at Columbia University since 2016. She has also been a visiting professor at the Paris School of International Affairs, part of the Paris Institute of Political Studies, since 2014. From 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 also served as a professor until February 2022. She was also the head of research in the Oil and Gas Department in the Energy Research Institute of the Russian Academy of Sciences from 2011 to February 2022, and an assistant professor at the Gubkin Russian State University of Oil and Gas from 2008 to February 2022. She was previously a member of the board of directors of PAO Novatek from April 2020 to September 2022 and Unipro PJSC from 2014 to 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 SLB’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 and related risks, 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 SLB’s global business strategy.
Maria Moræus Hanssen,
Independent Director
  |
Director since Age:
Other Current Public • •
Former Public Directorships • |
SLB Board Committees • New Energy and Innovation, Chair • Compensation •Nominating and Governance
Other Experience and Education • Former CEO of multiple E&P companies
•
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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 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 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 SLB, as well as her experience addressing risks related to the energy transition.
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Vanitha Narayanan,
Independent Director
 | Former Chairman and Director since 2021 Age: 63 Other Current Public Boards • ReNew Power • HCL Technologies Former Public Directorships • None | Nationality United States of America SLB Board Committees • Compensation • Nominating and Governance Other Experience and Education • MBA, University of Houston • First woman chairperson of American Chamber of Commerce in India (AMCHAM India) |
VANITHA NARAYANAN is the former Chairman and Managing Director of IBM India, a subsidiary of IBM, a multinational 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 and ESG committees. 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 SLB continues to implement its digital strategy.
Mark Papa,
Independent Chairman of the SLB Board of Directors
 | Former Chairman and CEO,
Director since 2018 Age:
Other Current Public •
Former Public Directorships • • Oil States International |
United States of America
SLB Board Committees •
Other Experience and Education •
• MBA, University of Houston • Bachelor of Science in Petroleum Engineering, University of Pittsburgh • North American energy industry pioneer | ||
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MARK PAPA is the former Chief Executive Officer and Chairman of the Board of Centennial Resource Development, 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 SLB’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 SLB in these areas.
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Jeff Sheets,
Independent Director
  | Former EVP and Chief Financial Officer,
Director since 2019 Age:
Other Current Public • Enerplus Corporation • Westlake
Former Public Directorships • None |
United States of America
SLB Board Committees • Compensation, Chair •Audit
Other Experience and Education •
MBA, University of Houston • Bachelor of Science in Chemical Engineering, Missouri University of Science and Technology |
JEFF SHEETS is the former EVP and Chief Financial Officer of ConocoPhillips Company, a public international 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 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 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 financial and operational expertise as a former chief financial officer of a large upstream oil and gas company. The Board benefits from Mr. Sheets’ expertise in developing and implementing corporate strategy in the oil and gas industry, as well as his significant finance, capital management and allocation, and mergers and acquisitions experience.
Ulrich Spiesshofer,
Independent Director
 | Former President and Director since 2021 Age: 58 Other Current Public Boards • Infineon Technologies Former Public Directorships • None | Nationality Germany and SLB Board Committees • Compensation • New Energy and Innovation Other Experience and Education • PhD in • Master’s Degree in • Digital transformation, restructuring and | ||
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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 ABB executive committee member 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 boards of Sabre Industries since January 2021 and Schenck Process since May 2021, and has served as a director of TDI-USA Holdings LLC since December 2021, 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.
Relevant Skills and Expertise
Dr. Spiesshofer brings to the Board more than 30 years of global leadership experience in industries ranging from oil and gas to power and electrification to automation and digitalization. The Board values his industrial sector expertise and his business transformation experience leveraging digital technologies, products and services.
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Governance Framework — HighlightsWe are committed to strong corporate governance, which we believe is critical to achieving our performance goals and to retaining the trust of our stakeholders. Our governance practices include:
Board Independence; Committees Structure
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Majority Voting; Stockholder Rights
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| Majority vote standard for uncontested director |
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Executive Stock Ownership Guidelines
We have executive stock ownership guidelines, which are designed to align executive and stockholder interests. For a description of the guidelines applicable to our executive officers and other senior members of management, see “Compensation Discussion 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 changes in the value of Schlumberger common stock. In addition, our directors and executive officers, 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.
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.
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| Proactive shareholder engagement |
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| 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 |
| Non-employee director tenure limits of 75 years of age or 10 years of service—whichever comes first |
| | No hedging or pledging of our stock by executives or directors |
| Robust stock ownership guidelines for SLB executives and directors |
| No lobbying or making financial or in-kind contributions to political parties or candidates |
The Board recommends that stockholders 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 directed to the Board (including to the Chairman, the lead independent director and any Board committee) 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:
Our relationship and on-going dialogue with our stockholdersshareholders 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 stockholdersshareholders 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 stockholdersshareholders 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 For details about our largest institutional stockholders annually in the fall. 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 detail2022 Investors Conference, see “Spotlight on: 2022 Investor Day” on our engagement with our stockholders in 2018 and 2019, see “Compensation Discussion and Analysis—Stockholder Engagement; 2019 Say-On-Pay Vote” on pages 26-27page 8 of this proxy statement.
We are committedOne of the Board’s key responsibilities is to adheringevaluate and determine an appropriate board leadership structure to sound principlesprovide independent oversight of corporate governance and have adopted corporate governance guidelines that ourSLB management. The Board believes are consistent with our values,that there is no single, generally accepted board leadership structure that is appropriate for all companies, and that promote the effective functioningright structure may even vary for a single company as circumstances change. As a result, our independent directors, upon the recommendation of our Board, its committees and the Company. Our Board periodically, and 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.
Our Corporate Governance Guidelines provide that at least a majority of the Board must consist of independent directors. This standard reflects the NYSE corporate governance listing standards.
Our Board has adopted director independence standards, which can be found in Attachment A to our Corporate Governance Guidelines, and which meet or exceed the independence requirements in the NYSE listing standards. Based on the review and recommendation by the Nominating and Governance Committee, consider the Board’s leadership structure at least annually. The Board welcomes and takes under consideration any input received from our shareholders regarding the Board’s leadership structure, and informs shareholders of any change in the Board’s leadership structure in any amended Corporate Governance Guidelines that we publish on our website and describe in our annual proxy statements.
Since 2019, our independent directors have separated the roles of CEO and Chairman of the Board, has determined that each current directorto allow our CEO to focus on leading SLB’s complex international business operations, while the Chairman provides the Board experienced and each director nominee listed above under “Election of Directors” is “independent” under the listing standardsindependent leadership. Mr. Papa currently serves as independent Chairman of the NYSEBoard, and in that role, sets the agenda for and leads all Board meetings and all executive sessions of the non-executive directors.
The Board is currently conducting a search for a director to succeed Mr. Papa as independent chair of the Board. We expect the chair search process to be concluded in 2023 and expect Mr. Papa to retire after an appropriate handover with his successor. We do not expect Mr. Papa to stand for re-election at the Company’s 2024 annual general meeting of shareholders.
In considering its leadership structure, the Board took into account that SLB’s current governance practices provide for strong independent leadership, active participation by our director independence standards, except Mr. Le Peuch, who is our CEOindependent 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 doesdo not qualify as independent, and Messrs. Galuccio and Papa. Additionally, Ms. Maureen Kempston Darkes and Mr. Michael Marks were independent throughoutmaterially affect the period in 2019 that each served on the Board.Board’s choice of leadership structure.
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’s listing standards and SEC rules, and each member of the Compensation Committee meets the heightened independence standards for compensation committee members under NYSE listing standards.
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Transactions Considered in Independence Determinations
Our Board’s independence determinations included a review of transactions that occurred since the beginning of 2017 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 each 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 were ordinary course commercial transactions involving significantly less than the greater of $1 million or 1% of the other entity’s annual revenues.
The Board also consideredand its committees are actively involved in overseeing SLB’s risk management. The full Board routinely assesses SLB’s major risks and mitigation measures, in order to promote our shareholders’ and other stakeholders’ interests in SLB’s business continuity, long-term resilience, financial strength, and overall success. We believe that our Board composition provides SLB with robust and well-rounded experience to assist in effective oversight of SLB management, as reflected on the Company made charitable contributionschart on page 11 of this proxy statement. In addition, the Board delegates to its committees responsibility for overseeing certain types of risk, as reflected in the formchart below, and the committees in turn report regularly to the Board on activities in their respective areas of educational grantsoversight.
Board of Directors • The full Board oversees assessment of major risks facing SLB, determining the extent to which such risks are applicable and, to the extent the Board deems it appropriate, evaluating mitigation measures. The risks that the Board routinely considers relate to financial, geopolitical, strategic, regulatory, competitive, reputational, climate-related, and operational risks. • The full Board oversees risk management by the CEO and our senior management team, by reviewing major financial objectives, critical strategies, and long-term plans, including allocation of capital, significant proposed business acquisitions and divestitures, operating performance, sustainability, and shareholder returns. | ||||||||||||||||||
Audit • Financial reporting and internal controls • Major financial risk exposures • Cybersecurity risks • Finance-related compliance allegations • Independent audit and internal audit | Compensation • Compensation philosophy and policy, including addressing: • Pay-for-performance linkage and alignment to shareholder interests • Retention risk • Management succession | Nominating and • Ethics and compliance risks, including trade compliance, anti-bribery, anti-money laundering, and human rights, and related significant allegations • Related person transactions • Board refreshment and Board and CEO succession • Sustainability program, including acute and chronic climate risks • Progress toward our net-zero ambition | Finance • Appropriate leverage and related commitments, including climate-related funding • Currency management, including non-U.S. currency fluctuation • Financial risks related to M&A and strategic transactions • Pension liabilities | New Energy and • Critical risks and opportunities of: • Targeted new energy sectors • Critical innovation initiatives | ||||||||||||||
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| • Identifying, assessing, monitoring, and managing the major risks to SLB through our enterprise risk management operational process | • Implementing effective risk mitigation measures, response plans and controls | • Integrating risk analysis into business decisions and performance objectives | ||||||||||||||||
Our senior management team has developed a comprehensive strategic planning and enterprise risk management process for identifying, assessing, and managing risk. Through this process, we identify key risks through a bi-annual corporate-level risk mapping exercise, which involves the CEO and other members of less than $120,000 per yearSLB senior management, along with a bottom-up operational (field-level) risk assessment by SLB’s various geographies, businesses, and functions. From time to certain institutionstime, the process also includes third-party assessments, external risk surveys, and facilitated workshops with whichSLB executives. Our executive leadership team has established an enterprise risk management committee to oversee this risk identification process and to monitor the implementation of mitigation processes. Our executive leadership team updates the Board at least annually as risks that could impact the implementation of the Company’s strategy are identified or evolve.
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Today, the world faces the trilemma of providing secure and affordable energy to meet growing demand, while rapidly decarbonizing for a sustainable future. With nearly a century of market and technology leadership, SLB is well positioned to be a leader in the energy transition. The evolving marketplace will require bold new technologies and ideas, digital transformation, and a deep commitment to sustainability.
As part of this commitment, the Board and its committees oversee the performance and management of various environmental, social and other sustainability issues, including our energy transition strategy, emissions reduction targets, climate change, sustainability reporting, workforce health and safety, human rights, diversity, equity and inclusion in our workforce, and ethics and compliance. For example:
| • | The Board oversees SLB’s long- and short-term strategy, including monitoring portfolio advancements that focus on decarbonizing our Core businesses—such as our Transition Technologies and emissions monitoring portfolios—as well as our SLB New Energy investments in low-carbon and carbon-neutral energy technologies. The Board oversees the Company’s roadmap to reach its 2050 net zero commitment that is inclusive of Scope 3 emissions and includes interim Scope 1, 2, and 3 emissions reduction milestones. | |
| • | The Board also oversees SLB’s enterprise risk management process, as discussed on the previous page under “—Board Oversight of Risk Management”, and reviews major risks facing SLB, including geopolitical risks, acute and chronic climate risks, and energy transition risks. We take a data-centric, scenario-based approach to managing climate and transition risk, and we use both the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations and Sustainability Accounting Standards Board (SASB) standards as disclosure frameworks and methodology guides. | |
| • | The Nominating and Governance Committee oversees our sustainability programs, initiatives, and activities, and receives regular updates from senior management on the progress we are making toward a low-carbon future. This committee also monitors and reviews the effectiveness of SLB’s Ethics and Compliance program, including our Code of Conduct and all significant compliance allegations. | |
| • | The New Energy and Innovation Committee provides insights on the growth potential, maturity and viability of SLB’s targeted New Energy business sectors, and validates the sustainability impacts of growth opportunities. | |
| • | The Board’s other committees oversee sustainability-related topics within their respective areas of responsibility, such as the incorporation of sustainability and diversity metrics into our short-term incentive compensation programs (Compensation); the conduct of sustainability-related reviews by our internal audit team (Audit); operational risks such as cybersecurity (Audit); the disclosure of ESG risks (Audit and Nominating and Governance, jointly); and the development of our sustainable finance strategy, including financial instruments with rates linked to climate commitments (Finance). |
Our line management is directly responsible for the management and mitigation of the environmental impact of our operations. Our Vice President of HSE is responsible for our environmental management systems, and our Vice President of Sustainability is responsible for our global sustainability strategy and programs. For details about our environmental management standard and how we manage environmental risk, see our annual Sustainability Report, available at https://www.slb.com/sustainability/.
The Board is committed to thoughtful board refreshment and ongoing board succession planning. All of our director nominees joined the Board within the last six years, bringing diverse and evolving experience and leadership skills in areas that are strategically important to SLB. The chart below reflects some of the key skills and experience of the non-employee directors are affiliated, as well aswho joined the following charitable contributions:Board since 2019, offering continuing expertise in our core industry and operations, while enhancing expertise in financial and capital management, sustainability, new energy, and digital technologies and transformation. For further information on each of our director nominees, see “Election of Directors” beginning on page 10 of this proxy statement.
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No director received any personal benefit from any such charitable contributions.
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 toserve on the Board up to their 70thbirthday, and executive directors are eligible to be nominateduntil age 75 or renominated up to their 65thbirthday, after which directors may no longer be nominated or renominated to the Board.for a maximum ten-year term, whichever occurs first. 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 is in SLB’s best interests.
Business Continuity Waiver for Mr. Papa — Under the leadership of Mr. Papa, the Board’s independent Chairman, the Board has undergone significant refreshment and transition in recent years. In addition, an active search process for a successor to beMr. Papa as independent Board chair is ongoing. In light of these circumstances, and in order to facilitate a smooth Board leadership transition process, the best interest of the Company. The Board waived thisthe retirement age policy for Mr. Papa upon the recommendation of the Nominating and Governance Committee, because itthe Board believes that having Mr. Papa continue to serve on the Boardas independent Chairman is in the best interestinterests of our CompanySLB and our stockholders.its shareholders. We expect the chair search process to be concluded in 2023, and do not expect Mr. Papa to stand for re-election at the Company’s 2024 annual general meeting of shareholders.
The Nominating and Governance Committee believes that director nominees should, in the judgment ofassists the Board be persons of integrityin identifying qualified individuals to join as new members. The Board seeks out individuals whose background, experience 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 willskills complement those of other Board members, be able to actively participatemembers. As a result, 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 onevaluating potential nominees, 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
influences the composition of our Board. Two of our nine director nominees are women. Of our nine director nominees, three are citizens 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 Argentina 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 other directors. The Nominating and Governance Committee’s evaluation of director nominees takes into account theirconsideration the Board’s current composition, the potential nominee’s ability to contribute to the Board’s diversity, SLB’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.
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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, the Committee used the services of Spencer Stuart, a third-party executive search firm, for this purpose. Consideration of new Board candidates typically involves a series of internal discussions, review of information concerning candidates, and interviews with selected candidates. Spencer Stuart suggested both Messrs. de La Chevardière and Sheets as prospective Board candidates.
The Nominating and Governance Committee will also consider nominees recommended by stockholdersshareholders who meet the eligibility requirements for submitting stockholdershareholder proposals for inclusion in the next proxy statement and submit their recommendations in writing to:
Chair, Nominating and Governance Committee
Chair, c/o SLB Chief Legal Officer and Secretary, Schlumberger Limited
5599 San Felipe, 17th17th Floor,
Houston, Texas 77056.
Such recommendations must be submitted by the deadline for stockholdershareholder proposals referred to at the endunder “Other Information—2024 Annual General Meeting of Shareholders” on page 69 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.
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Although we had not received a stockholder proposal requesting a proxy access bylaw, we proactively adopted proxy access bylaw provisionsEach year, the Board and its committees conduct rigorous self-evaluations in January 2017. These provisions permit a stockholder, or a group of uporder to 20 stockholders, owning at least 3% of our outstanding common stock, for at least three years, to include two director nominees, or 20%assess the overall functioning, performance and effectiveness of the current Board, whicheverits committees, and the individual non-employee directors. The Nominating and Governance Committee oversees this annual evaluation process. From time to time, these evaluations may be conducted using a third-party facilitator. The methodology for conducting Board and Committee self-evaluations is greater,outlined in our proxy for the annual general meeting.chart below.
| Initiate Evaluation Process | Collect Evaluation Data | Discuss Findings | Implement Feedback | |||
Upon the instruction of the Nominating and Governance Committee, written self-assessment questionnaires are distributed to each member of the Board. These questionnaires seek anonymous, candid feedback from our directors on a variety of topics, including board composition and culture, committee effectiveness, strategic planning, risk management, peer evaluation, and succession planning. |  | Directors’ responses to the questionnaires are then aggregated into summary reports for the Board, each of its committees, and the chair of the Nominating and Governance Committee. In 2022, the Nominating and Governance Committee engaged a third-party facilitator to conduct one-on-one interviews with our directors as part of this annual self-evaluation process. | | Each October, findings from the evaluation process are reviewed and discussed in executive session at each committee meeting and the full Board meeting. Based on these discussions, the directors may recommend improvements to the Board’s structure, processes, policies, or composition, or other changes. In addition, the chair of the Nominating and Governance Committee may provide one-on-one feedback to individual directors as appropriate. | | Finally, the Board, its committees, and (where appropriate) management work to implement the feedback from this evaluation process to improve Board performance and effectiveness. Following this process, the Nominating and Governance Committee annually reviews—and makes recommendations to the Board regarding—its process for evaluating the effectiveness of the Board, its committees and individual directors. |
The
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 SLB’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 recognizes that one of its key responsibilities isstay current on industry, corporate governance, risk management, cybersecurity, and other developments relevant to evaluatetheir work as directors. These programs may include presentations from SLB management or in-depth trainings developed by outside experts, as appropriate. For example, in 2022, the Audit Committee attended cybersecurity training sessions with SLB experts and determine an appropriate board leadership structureexternal consultants.
From left 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,right: Vanitha Narayanan and that the right structure may vary for a single company as circumstances change. As such, ourTatiana Mitrova, SLB 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 andMark Papa, independent Chairman of the Board. He had held both of these roles since 2015. TheSLB Board, appointed Mr. Le Peuch as CEO and elected him to be a member oftogether with 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 independentother members of the Board, determined that, effective upon Mr. Kibsgaard’s retirement as a member of our Boardvisited SLB’s OneSubsea* facility 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.Horsøy, Norway during 2022.
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:
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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 New York Stock Exchange (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 Mr. de La Chevardière and Mr. 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, 2023.
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| Samuel Leupold | ● | ● | ● | |||||||
| Tatiana Mitrova | ● | ● | ● | |||||||
| Maria Moræus Hanssen | ● | ● | Chair | |||||||
| Vanitha Narayanan | ● | ● | ||||||||
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| Jeff Sheets | ● | Chair | ||||||||
| Ulrich Spiesshofer | ● | ● |
| (1) | Independent Chairman of the |
The Board also manages risk in part throughEach standing 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 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 Companycharter at least annually 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 managementrecommends changes 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 directlyBoard for approval. All committees also report regularly to the CEO andBoard with respect to the full Board, and annually presents to the full Board a comprehensive report as to its risk mapping efforts for that year.their activities. Committee charters are available on SLB’s website at https://www.slb.com/who-we-are/corporate-governance/.
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. TheDuring 2022, the Board held four regularly-scheduledregular meetings, and twoeach including an executive session of non-employee directors led by the Board’s independent Chairman, as well as one special meeting. The Board’s standing committees held 18 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 Responsibilities2022, which included five Audit Committee, four Compensation Committee, four 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 New Energy and Innovation Committee, and five 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 2022, 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 meeting2022 AGM.
We have adopted a Code of Conduct that applies to all SLB directors, officers, and employees. Our Code of Conduct is available on our website at https://www.slb.com/who-we-are/guiding-principles/our-code-of-conduct.
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Board Responsibilities and Committees
Board Responsibilities
The Board oversees and counsels the Company’s CEO 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 in our Corporate Governance Guidelines, the Board’s primary responsibilities include planning for CEO succession 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
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Audit Committee
The Audit Committee consistsWe have adopted Corporate Governance Guidelines that our Board believes are consistent with our values, and that promote the effective functioning of fiveour Board, its committees and the Company. At least annually, our Board reviews and, if appropriate, revises our Corporate Governance Guidelines to reflect the Board’s corporate governance objectives and commitments. Our Corporate Governance Guidelines are available on our website at https://www.slb.com/who-we-are/corporate-governance/guidelines.
Our Corporate Governance Guidelines provide that at least a majority of the Board must consist of independent directors, each of whom meetsin accordance with the NYSE listing standards. In addition, our Board has adopted director independence standards that meet or exceed the independence and other requirements ofin the NYSE’sNYSE listing standards, and SEC rules (including the heightened requirements that apply to audit committee members). The Audit Committee assists the Boardwhich can be found 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.our Corporate Governance Guidelines.
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 serveBased on the Committee. In addition,review and recommendation by the Nominating and Governance Committee, the Board has determined that each director nominee listed above under “Election of Ms. NooyiDirectors—Our Director Nominees” is “independent” under NYSE listing standards and Messrs. Currie, de La Chevardièreour director independence standards, except for our CEO and Sheets qualifies as an “audit committee financial expert” under applicable SEC rules.Mr. Galuccio. The Board has also determined that each member of the Audit 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/audit-committee.
Compensation Committee
The Compensation Committee consists of five directors, each of whom meets the heightened independence requirements of the NYSE’sstandards required for audit committee members under NYSE 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 authoritySEC, and responsibilitiesthat each member of the Compensation Committee includemeets the following:
The Compensation Committee may delegate specific responsibilities to one or more individual committee members to the extent permitted by law, regulation,under NYSE listing standardsstandards. Additionally, former director Henri Seydoux, who served on the board until April 2022, was independent during the period he served on our Board.
Our Board’s independence determinations included a review of transactions that occurred since the beginning of 2020 with entities associated with our directors or members of their immediate family. In making its independence determinations, the Board considered that our independent directors serve as directors, trustees, outside consultants, or advisory board members at companies and Schlumberger’s governing documents. universities that have had commercial business relationships with SLB. These relationships all involved ordinary course commercial transactions with SLB, which were less than the greater of $1 million or 1% of the other entity’s annual revenues during 2022, 2021 and 2020.
The design and day-to-day administration of all compensation and benefits plans and related policies, as applicableBoard also considered that SLB made charitable contributions to executive officerscertain academic and other salaried employees,institutions with which some of our directors are handled by teams of the Company’s human resources, financecurrently affiliated, in each case involving less than $120,000 per year in 2022, 2021 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.2020. No director received any personal benefit from any such charitable contributions.
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.
Schlumberger has adopted a code of conduct entitled The Blue Print
Policies 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, as applied by the Board, “related persons” include any director, executive officer, director nominee, or greater than 5% stockholdershareholder of the CompanySLB 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 disclosurerelated person has a direct or indirect material interest, where the amount involved exceeds $120,000, unless 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 subsidiariesSLB 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 CompanySLB and its stockholders.shareholders.
SinceSLB has an ongoing commercial relationship with Vista Energy (Vista), where Mr. Galuccio serves as chairman of the beginningboard and chief executive officer. In 2022, SLB contracted with Vista to deliver ordinary course oilfield services and products, and Vista paid SLB approximately $156 million.
The Board recommends that shareholders 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 shareholders 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: SLB Board of 2019, there were no related person transactions under the relevant standards.Directors c/o SLB Chief Legal Officer and Secretary, 5599 San Felipe, 17th Floor, Houston, Texas 77056.
| 2023 Proxy Statement |
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.
Schlumberger has a long history of social and environmental leadership, including:
In line with stakeholder expectations, our Global Stewardship program addresses:
To find out more about our Global Stewardship program, see our annual Global Stewardship Report, which is available at www.slb.com/globalstewardship.
To continuously strengthen and increase transparency around our ESG reporting efforts, we use key sustainability frameworks as main points of references, including:
As part of our Global Stewardship program, we chose, at the corporate level, 11 of the 17 U.N. Sustainable Development Goals that we believe we can affect. In 2019, we began engaging our leadership teams across each of our GeoMarket regions to select Sustainable Development Goals to focus on by country, and to further develop local sustainability plans and objectives.
Our CEO, various of his direct reports, and other members of our management also have sustainability goals incorporated into their short-term incentive compensation opportunity for 2020.
Protecting the Environment and Addressing Climate Change
In December 2019, we became the first company in upstream E&P services to commit to setting a science-based target to reduce our greenhouse gas (“GHG”) emissions, as defined by the Science Based Targets initiative (“SBTi”). In line with SBTi’s defined criteria, we will define our GHG reduction target by 2021. Our science-based target will align with the goals of the U.N. Paris Agreement and will be calculated using expertise from our extensive scientific community. We have set an initial target to reduce GHG emissions from our fuel and power consumption by 30% by 2025. We will revise this target accordingly once our science-based target has been defined and approved. We are also examining opportunities to reduce our indirect GHG emissions from associated input and outputs of our operations.
Also in 2019, we complemented our well-established risk assessment program with a comprehensive climate risk assessment in a country that is representative of our operational activities. This project adopted TCFD’s recommendations related to the identification of opportunities and risks—both financial and physical—associated with climate change, including conducting scenario-based analyses in accordance with the U.N. Paris Agreement. After a detailed evaluation of our operations in the selected country, we identified both acute and chronic physical climate risks, as well as potential risks and opportunities associated with the energy transition. Findings from this project were communicated to Schlumberger management and our Board and are further shaping our internal climate strategy. For example, we launched a global sea-level rise assessment, which we expect to complete in 2020. We have expanded our climate assessment project and, as of January 2020, our operations in countries representing over 50% of our total 2019 revenue are participating in the program.
In addition, we offer a broad portfolio of technologies with a reduced environmental impact aimed at helping our customers in decreasing their environmental footprint; using cleaner chemistry and reducing waste; and increasing decarbonization elements throughout each phase of the oil and gas exploration and production process. Metrics tracked and supported by our Stewardship Tool include:
People are at the core of everything we do. In support of the U.N. Sustainable Development Goals, our continued commitment to operationalize social sustainability spans across numerous programs focused on:
Our social sustainability goals include, by 2025, a 25% gender balance goal across our workforce, and a 2:1 education engagements-to-employees ratio aimed at positively impacting the lives of more than 200,000 children.
We are committed to respecting human rights. We implement a cross-functional leadership approach in our global operations that enables us to align our business priorities and our core values on human rights issues. We recognize the increasing relevance of the U.N. Guiding Principles, which are reflected in our Human Rights Position Statement, our Code of Conduct, and our policies and procedures. During 2019, our key human rights activities included:
Key Stewardship Goals
* Initial target to be revised when our science-based target is defined and approved.
We are asking our stockholders to approve, on an advisory basis, our executive compensation as reported in this proxy statement. As described below in the “Compensation Discussion and Analysis” section of this proxy statement, the Compensation Committee has structured our executive compensation program to achieve the following key objectives:
We urge stockholders to read the “Compensation Discussion and Analysis” beginning on page 25 of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives. We also urge stockholders to read the Summary Compensation Table and other related compensation tables and narrative, appearing on pages 49-63, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement has contributed to the Company’s long-term success.
In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the 2020 annual general meeting of stockholders:
RESOLVED, that the stockholders of Schlumberger Limited (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2020 annual general meeting of stockholders.
This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on our Board. Although non-binding, our Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.
The Board has adopted a policy providing for an annual “say-on-pay” advisory vote. Unless the Board modifies its policy on the frequency of holding “say-on-pay” advisory votes, the next “say-on-pay” advisory vote will occur in 2021.
Required Vote
A majority of the votes cast is required to approve this Item 2.
If you hold your shares in street name, please note that brokers, banks and holders of record do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker, bank or holder of record how to vote on this proposal, they will deliver a non-vote on this proposal.
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This Compensation Discussion and Analysis (“CD&A”) describes our compensation policies and practices as they relate to each person who served as our Chief Executive Officer or Chief Financial Officer in 2019, and the next three most highly compensated executive officers in 2019 (each an “NEO” or a “named executive officer”):
The purpose of the CD&A is to explain the elements of our NEOs’ compensation; why the Compensation Committee selected these elements; how the Compensation Committee determined the relative size of each element of compensation; the decisions the Compensation Committee made with respect to the 2019 compensation of the NEOs; and the reasons for those decisions.
2019 was a year of transformational change and marked the beginning of an exciting new chapter for Schlumberger. In August 2019, Paal Kibsgaard, our then-CEO and Chairman of the Board, retired from both positions after eight years as CEO and four years as Chairman. Olivier Le Peuch, a 33-year veteran of the Company, then became our CEO and a member of our Board. Our Board also changed its leadership structure, splitting the roles of Chair and CEO, and electing a non-executive Chairman of the Board. Later in 2019, we announced that Simon Ayat was stepping down as our Executive Vice President and Chief Financial Officer in January 2020, and that Stephane Biguet, a 24-year Schlumberger veteran, would succeed Mr. Ayat in that role.
Following his appointment, our new CEO laid out his new strategic goals for the Company, with a determined focus on margins expansion, increased return on capital, and free cash flow generation. As a result, we initiated a new scale-to-fit strategy in our North America land operations, began exiting highly commoditized service offerings, removed structural costs to protect margins, and accelerated the deployment of our technology-access business models and our focus on asset-light operations.
Overall Company performance in 2019 was positive, particularly in the international markets, as we continued to capitalize on the strength of our international franchise. We generated $5.4 billion in cash flow from operations and $2.7 billion in free cash flow despite very challenging market conditions, including a sharp decline in North America revenue, driven by weakness in the land market.
Highlights of our 2019 performance include:
An integral part of our new strategy is our responsibility to all stakeholders, as well as the environment and the communities where we live and work. One way that we showed our commitment to environmental sustainability in 2019 was by becoming the first company in the upstream E&P services area to commit to setting a science-based target to reduce our GHG emissions. We believe that this is a necessary and important step to lead positive, measurable changes in GHG emissions within the industry to help reduce climate change.
Overview of Compensation Decisions for 2019
In 2019, the Compensation Committee continued to focus on strengthening the link between pay and performance; retaining and motivating our top executives through a year of great change and uncertainty; appropriately compensating them for improving on our effective deployment of capital, working capital management and cash flow generation; and promoting long-term stockholder value despite challenging industry conditions.
In this context, and as more fully discussed elsewhere in this CD&A, below are some key actions that our Compensation Committee took with respect to our NEOs’ 2019 compensation:
Stockholder Engagement; 2019 Say-On-Pay Vote
Our Compensation Committee is committed to seeking and considering stockholder feedback in designing and managing our executive compensation program. We proactively engage with our stockholders regarding executive compensation and other corporate governance matters throughout the year, as discussed further in “Corporate Governance—Stockholder Engagement” on page 13. Our compensation program design for 2019 was largely developed and implemented in response to, and as a product of, discussions with our stockholders.
In 2018, we reached out twice to our stockholders. First, in advance of our 2018 annual general meeting, we contacted 20 of our largest stockholders, representing 47% of our outstanding stock, and met with 14 of them, representing 35% of our outstanding common stock, to seek their views on our executive compensation program. Later in the year, we reached out to 18 of our largest stockholders, representing 41% of our outstanding stock, and eight of these stockholders, representing 24% of our outstanding stock, accepted our request for a meeting. Senior members of our management team and, in several cases, our lead independent director and the chair of our Compensation Committee, engaged these stockholders in frank and productive discussions regarding our executive compensation program. In response to stockholder feedback, the Compensation Committee in January 2019 approved significant changes to our executive compensation program, which are reflected above under “—Overview of Compensation Decisions for 2019” and are also summarized in the chart below.
Following these stockholder engagement efforts, 95.8% of the votes cast at our 2019 annual general meeting of stockholders voted in favor of our executive compensation program.
Our Board and Compensation Committee recognize that continued, regular engagement with our stockholders is critical to maintaining the substantial stockholder support of our executive compensation program that they demonstrated at our 2019 annual general meeting, as well as to further align our executive compensation objectives with our stockholders’ priorities. As a result, in fall 2019, senior members of our management team reached out to 26 of our largest stockholders, representing 50% of our outstanding stock, to offer to discuss compensation matters and listen to their feedback. None of these stockholders requested a meeting with us, because, among other reasons, we had implemented changes to our compensation program design that addressed their concerns. We intend to continue to consider our stockholders’ priorities and recommendations with respect to our executive compensation program design and practices in 2020 and beyond.
Annual Cash Incentive Awards
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Our Executive Compensation Best Practices
The following is a summary of some of our executive compensation best practices and policies.
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Framework for Setting Executive Compensation in 2019
Executive Compensation Philosophy and Goals
Our executive compensation program is designed so that the higher an executive’s position in the Company, the greater the percentage of compensation that is “at risk” — that is, contingent on our financial performance, long-term stock price performance and individual performance. See “—Relative Size of Direct Compensation Elements” beginning on page 30. The Company believes that having a significant portion of our executives’ compensation at risk more closely aligns their interests with our long-term interests and those of our stockholders.
The table below sets out the elements of our NEOs’ 2019 total direct compensation; certain key features of each element; how we determine their size; and how each of these elements of compensation supports our business strategy.
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In setting our executives’ compensation, we believe that:
Promotion from within the Company is a key principle at Schlumberger, and all of our named executive officers have reached their current positions through career development within the Company. We view diversity of our workforce as both a very important part of our cultural philosophy and a business imperative, as it better enables us to serve clients anywhere in the world.
Relative Size of Direct Compensation Elements
Our executive compensation program consists of three primary elements, comprising our executives’ total direct compensation:
These elements allow us to remain competitive and attract, retain and motivate top executive talent with current and potential future financial rewards.
The Compensation Committee reviews the elements of our NEOs’ total direct compensation throughout the year, to evaluate whether each element of direct compensation remains competitive with companies in Schlumberger’s two main executive compensation peer groups as described in “Other Aspects of Our Executive Compensation Framework—Peer Group Companies” below. The Compensation Committee relies on its own judgment in making these compensation decisions after its review of external market data of companies in our two main peer groups, including the size and mix of direct compensation for executives in those companies. The Compensation Committee seeks to achieve an appropriate balance between annual cash rewards, which encourage achievement of annual financial and non-financial objectives, and LTI awards, which encourage effective deployment of capital and the generation of cash flow to enable us to execute our strategy.
While external market data provide important guidance in making decisions on executive compensation, the Compensation Committee does not set compensation based on market data alone. When determining the size and mix of each element of an NEO’s total direct compensation, the Compensation Committee also considers the following factors:
The charts below show the percentage of 2019 base salary, target annual cash incentive and LTI compensation established by the Compensation Committee for Mr. Kibsgaard—our former CEO—and for our other NEOs. As shown in the charts below, approximately 88% of Mr. Kibsgaard’s 2019 target total direct compensation was at risk, and approximately 86% of the 2019 target total direct compensation of our other NEOs was at risk.
Based on market data provided by Pay Governance LLC, the Compensation Committee’s independent compensation consultant (“Pay Governance”), our pay mix is generally more weighted toward LTI compensation than that of the companies in our two main executive compensation peer groups. The Compensation Committee may, at its discretion, modify an NEO’s mix of base pay, annual cash incentive and LTIs, or otherwise adjust an NEO’s total compensation, to best fit their specific circumstances. For example, the Compensation Committee may increase the size of an LTI award to an NEO if the aggregate career LTI awards granted do not adequately reflect the executive’s current position and level of responsibility within the Company, taking into account external market practices and the other factors described above.
In January 2019, the Compensation Committee concluded that, based on its review of the relative size of direct compensation elements of companies in our main executive compensation peer groups, as well as internal factors, the mix of base salary, target annual cash incentive and LTI was appropriate for each of our NEOs.
In October 2019, the Compensation Committee reviewed internal pay equity following our CEO transition. Because our executive officers operate as a team, the Compensation Committee considers internal pay equity to be an important factor in its executive compensation decisions. The Compensation Committee reviewed the compensation of Mr. Le Peuch, our CEO, in relation to the compensation of our other executive officer positions, and our NEOs’ compensation both in relation to one another and compared to the average compensation of our other executive officer positions. The Compensation Committee noted that the ratio of target total direct compensation between the CEO and our second-highest paid executive officer was slightly lower than in prior years, in part due to the CEO transition and the proration of Mr. Le Peuch’s base salary and target bonus. The Compensation Committee also noted that the levels of target total direct compensation for the third- to fifth-highest paid officers were very closely clustered together, consistent with their relative positions within the Company. As a result, the Compensation Committee concluded that internal pay equity was appropriate.
The Competition for Our Executive Talent
A primary consideration of the Compensation Committee in overseeing our executive compensation program is the need to motivate and retain what it considers to be the best executive talent in the energy industry. We are the world’s largest oilfield services company and the only such company in the Standard & Poor’s (“S&P”) 100 Index. The Compensation Committee believes that delivering strong long-term stockholder returns and financial and operational results depends on our ability to attract, develop and retain the best talent globally. A highly competitive compensation package is critical to this objective.
In light of the foregoing, the Compensation Committee generally seeks to target total direct compensation for our NEOs between the 50thand 75thpercentiles of the Company’s two main executive compensation peer groups; however, the Compensation Committee may position an NEO who is new to a position at or below the 50thpercentile for a period of time. An NEO’s target total direct compensation depends on a variety of factors, including tenure in a particular position, individual and Company performance, and internal pay equity.
Our Compensation Committee believes that, for seasoned NEOs, the 50th to 75thpercentile range is appropriate to target because of Schlumberger’s leading position in the oilfield services industry; because competition for our executive talent in the oil and gas industry is exceptionally fierce; and because our executives are very highly sought after, not only by our direct oilfield service competitors but by other leading oil and gas and technology-focused companies.
In approving this target range and when setting compensation for 2019, the Compensation Committee considered that many current and former senior executive officers of leading companies in the energy industry have previously served as senior executives at Schlumberger.
Pay-for-Performance — Executive Pay and Alignment
As part of the Compensation Committee’s annual review of our executive compensation program, in July 2019 the Committee directed Pay Governance to prepare a comparative pay-for-performance assessment against two sets of peer group companies:
The purpose of the comparative assessment was to determine the degree of alignment between the total realizable compensation of our named executive officers from our 2019 proxy statement and our performance relative to these companies as measured by ROCE, free cash flow growth and TSR. We selected these metrics for their effectiveness in assessing long-term Company performance.
We assessed performance on a three- and five-year basis ending on December 31, 2018, because the Compensation Committee believes that alignment of pay and performance is more effectively assessed over the mid- and long-term. The Compensation Committee reviewed the total realizable compensation of Mr. Kibsgaard, our former CEO, against that of other CEOs (i) in our oil industry peer group and (ii) in our core competitor peer group. It then separately reviewed the total realizable compensation of our named executive officers from our 2019 proxy statement as a group against that of named executive officers at other companies comprising these two peer groups.
As a result of the assessment, the Committee determined that the total realizable compensation of our named executive officers from our 2019 proxy statement was generally aligned with performance, with especially strong alignment between their realizable compensation and free cash flow growth and ROCE performance over the five-year period.
For purposes of the Committee’s assessment, “total realizable compensation” for each period consisted of the following:
Elements of Total Direct Compensation; 2019 Decisions
Base Salary
Base salary is the fixed portion of an executive’s annual compensation, which provides some stability of income since the other compensation elements are at risk. On appointment to an executive officer position, base salary is set at a level that is competitive with base salaries in the applicable peer compensation groups for that position, and takes into account other factors described below.
Base salaries for each executive officer are compared annually with similar positions in the applicable compensation peer groups. Base salary changes for executive officers, except the CEO, are recommended by the CEO and subject to approval by the Compensation Committee, taking into account:
The Compensation Committee reviews the base salary of the CEO in executive session and recommends his base salary to the non-executive members of our Board for approval, based on the criteria described above. In addition to periodic reviews based on the factors described above, the Compensation Committee may adjust an executive officer’s base salary during the year if he or she is promoted or if there is a significant change in his or her responsibilities. In this situation, the CEO (in the case of executive officers other than himself) and the Compensation Committee carefully consider these new responsibilities, external pay practices, retention considerations and internal pay equity, as well as past performance and experience. Alternatively, an executive’s base salary can be frozen for a number of years until it falls in line with comparable positions in the applicable compensation peer groups.
Base Salary Decisions in 2019
Annual Base Salary Review
The Compensation Committee reviewed the compensation of each of our NEOs in January 2019. Upon review of comparative market data and other relevant factors, the Compensation Committee determined to maintain the base salaries of Messrs. Le Peuch, Ayat, Al Mogharbel and Kibsgaard, as well as that of Ms. Gharbi, at their then-current levels. Mr. Kibsgaard’s base salary was frozen from 2015 until his retirement, while Mr. Ayat’s base salary was frozen from 2011 until his retirement.
NEO Promotions
In April 2019, the Compensation Committee approved the following base salary increases to the following NEOs, in connection with their promotions:
In July 2019, in connection with Mr. Le Peuch’s promotion to CEO, our Compensation Committee approved a further increase to his base salary from $1,000,000 to $1,400,000, which placed him at approximately the 50thpercentile of both the oil industry peer group and the general industry peer group.
Annual Cash Incentive Awards
The Company pays annual performance-based cash incentives to its executives to foster a results-driven, pay-for-performance culture and to align their interests with those of our stockholders.
The Compensation Committee selects performance-based measures that it believes strike a balance between motivating an executive to increase near-term operating and financial results and driving profitable long-term Company growth and value for stockholders. Annual cash incentive awards are earned according to the achievement of financial, strategic, operational and personal objectives, as described below. The Compensation Committee reviews and approves the financial and other objectives applicable to the NEOs (and, in the case of the CEO, recommends to the non-executive directors of the Board the financial objectives applicable to the CEO). The Compensation Committee believes that, with regard to Company financial targets or performance goals, as well as our NEOs’ key personal objectives, it is important to establish criteria that, while difficult to achieve in an uncertain global economy, are realistic.
Financial Objectives
As discussed above, based on stockholder feedback in 2018, the Compensation Committee approved new financial performance criteria and weightings for the NEOs’ 2019 target annual cash incentive in January 2019, with 30% of their 2019 target annual cash incentive opportunity being based on achievement of adjusted EPS targets and 40% on achievement of pre-established cash flow generation targets.
As a result, for our 2019 annual cash incentive program, the 70% quantitative financial component included two different metrics—adjusted EPS and cash flow generation—in addition to the 30% qualitative portion, as reflected in the following chart:
As shown in the above chart under “Payout Range,” an executive’s 2019 maximum annual cash incentive payment would equal 200% of target, consistent with the maximum payment opportunity for 2017 and 2018.
In 2018, one half of our NEOs’ target annual cash incentive opportunity was based on adjusted EPS targets, and 20% was based on revenue and pretax operating income (“PTOI”) targets, rather than cash flow generation targets. The Compensation Committee determined that it was appropriate to replace the 2018 revenue and PTOI goals with 2019 cash flow generation goals, because it was consistent with Schlumberger’s stated commitment in early 2019 to meet its cash commitments in that year without increasing net debt. This metric also supports our goal to pursue opportunities that enhance stockholder value consistent with our CEO’s new strategy, such as reinvesting in the Company’s future growth, returning value to stockholders through dividends, reducing debt and other strategic initiatives.
The Committee also considered that the cash flow generation goals in the annual cash incentive portion of our NEOs’ compensation program differed from the free cash flow conversion goals contained in the LTI portion of our NEOs’ compensation program. This is because the annual cash incentive portion focuses solely on the absolute amount of cash generated over a one-year period, whereas the free cash flow conversion PSU payout is based on the percentage of free cash flow converted from cumulative net income over a two-year period. The Compensation Committee also determined that it was appropriate to more heavily weight the financial portion of our NEO’s 2019 target annual cash incentive opportunity toward cash flow generation targets instead of adjusted EPS targets.
The Compensation Committee further determined that it was appropriate in 2019 to continue to tie a significant portion—30%—of our NEOs’ annual cash incentive opportunity to the achievement of adjusted EPS goals, because adjusted EPS closely reflects stockholder value creation and aligns the interests of management with those of our stockholders.
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The Compensation Committee selected adjusted EPS and cash flow generation as the absolute measures upon which to base the financial portion of our NEOs’ annual cash incentive payout opportunity because they are the primary absolute bases on which we set our performance expectations for the year. We also believe that consistent adjusted EPS growth and cash flow generation lead to long-term stockholder value.
As a general matter, when considering the Company’s operating results for purposes of the financial portion of the annual cash incentive opportunity, the Compensation Committee may make adjustments for unusual or infrequent charges or gains, depending on the nature of the item, when it believes that our executives would be inappropriately penalized by, or would inappropriately benefit from, these items. For example, the Compensation Committee may exclude charges that arise from actions that management takes to proactively address events beyond its control, such as the industry downturn over the past few years, or to adjust for mergers, acquisitions and divestitures.
Key Personal Objectives
Our NEOs’ key personal objectives are approved early in the fiscal year. The Compensation Committee reviews and, subject to approval by the non-executive members of the Board, approves the key personal objectives of the CEO and assesses his performance against those objectives in determining a portion of his annual cash incentive award opportunity, taking into account performance for the just-completed fiscal year versus predefined commitments for the fiscal year; unforeseen financial, operational and strategic issues of the Company; and any other information it determines is relevant. The CEO reviews and approves the key personal objectives of the other NEOs, and assesses their performance against their pre-approved objectives in a similar way.
Each NEO’s annual cash incentive opportunity is tied to achievement of quantitative and qualitative goals that are specific to that NEO’s position, and may relate to:
2019 Annual Cash Incentive Results
Upon review of market data, and taking into consideration internal pay equity and that the target annual cash incentive opportunity of our NEOs was already positioned competitively from a market perspective, the Compensation Committee determined in January 2019 to leave the target annual cash incentive opportunity for all NEOs unchanged from 2018. In July 2019, the Compensation Committee approved an increase to Mr. Le Peuch’s target annual cash incentive opportunity from 100% to 150% when he was promoted to Chief Executive Officer. As a result, the 2019 target annual cash incentive opportunity was 150% of base salary for Mr. Kibsgaard and Mr. Le Peuch (effective August 2019), and 100% of base salary for our other NEOs (including Mr. Le Peuch through July 2019).
2019 Cash Flow Generation Targets and Results
The process used to set annual cash flow generation targets starts with a review of plans and projections following bottom-up planning from the field. Cash flow generation targets may increase or decrease year-over-year, taking into account:
The Compensation Committee approved a cash flow generation metric to align our executives’ short-term incentive compensation with our publicly-stated goal of meeting all cash commitments in 2019 without increasing our net debt. The Committee also believed the metric should encourage management to pursue its strategy of divesting certain non-core businesses and assets while at the same time holding management accountable for investment and acquisition opportunities that it chose to pursue. However, the Committee believed that it was appropriate to exclude acquisitions requiring cash investments and divestitures generating proceeds in excess of $500 million from our cash flow generation goals, because the Committee considered that such transactions would be enterprise-level transactions that should be evaluated and pursued independently, and not be tied to short-term cash incentive payouts.
Based on the foregoing, and for purposes of the 2019 annual cash incentive payouts, the Compensation Committee approved the following formulation for measuring our cash flow generation:
The Compensation Committee set the following full-year cash flow generation targets and corresponding payouts for 2019. In setting these goals for 2019, the Compensation Committee approved cash flow generation targets at levels that reflected an 11 percent increase over the 2018 cash flow generation of $2.52 billion.
For cash flow generation results between any two targets, payout is prorated. No cash incentive is earned if we do not achieve the threshold cash flow generation target.
Our 2019 cash flow generation was $3.39 billion. This resulted in a payout of 275% of the cash flow generation portion of the 2019 cash incentive opportunity.
For a reconciliation of cash flow generation to cash flow from operations, see Appendix A.
2019 Adjusted EPS Targets and Results
In 2019, the Compensation Committee changed the process for setting annual adjusted EPS targets. Rather than setting adjusted EPS targets based on the same process as it does for setting cash flow generation targets (as described above), the Compensation Committee at its January 2019 meeting approved an adjusted EPS performance matrix informed by market analysts’ consensus estimates of our 2019 adjusted EPS as reported on Bloomberg in late February 2019 (“EPS consensus”).
The Compensation Committee believed that this methodology—setting our 100% performance target equal to EPS consensus—would more accurately reflect our performance against stockholders’ and analysts’ expectations of Company performance in 2019. The Committee also believed that this methodology would allow our adjusted EPS performance goals to be informed by analysts’ consensus estimates as to our whole industry, because by late February most of our competitors and customers would have reported their full-year audited results for the prior year and provided forecasts for the current year.
As a result of this change, in late February 2019, the Compensation Committee approved the following full-year adjusted EPS targets and corresponding payouts for 2019 based on EPS consensus:
| 2019 Adjusted EPS Performance Targets | % of Adjusted EPS Portion (Payout %) | |||||
| Less than | $1.28 | 0% | ||||
| $1.28 | 50% | |||||
| $1.60 | 100% | |||||
| $1.92 | 200% | |||||
For adjusted EPS results between any two targets, payout is prorated. No cash incentive is earned if we do not achieve the threshold adjusted EPS target.
The new methodology described above resulted in our 2019 adjusted EPS performance goals being lower than our 2018 adjusted EPS goals, and a target performance goal that was slightly lower than our actual 2018 adjusted EPS. The Committee considered these factors in approving the new methodology and determined that the benefits of a more market-derived adjusted EPS matrix informed by analysts’ estimates, full-year 2018 industry data and customer and competitor forecasts for 2019 outweighed possible concerns that our 2019 adjusted EPS performance goals may superficially appear less rigorous compared to the prior year’s goals.
As in prior years, the Compensation Committee evaluated our performance based on adjusted EPS, consistent with the manner in which we present our results in earnings announcements and in presentations to investors. It is also consistent with how analysts present their estimates. In deciding to exclude the charges and credits set forth in Appendix A in calculating our adjusted EPS, the Compensation Committee considered that the charges were almost entirely noncash and were driven primarily by external market conditions. In addition, the Committee determined that the charges did not reflect Schlumberger’s operating trends.
Schlumberger’s 2019 adjusted EPS was $1.47, while 2019 loss per share on a GAAP basis was $7.32. For a reconciliation of adjusted EPS to loss per share on a GAAP basis, see Appendix A. Based on these results, the Compensation Committee approved a payout of 80% of target for 2019 for the adjusted EPS component of our NEOs’ annual cash incentive opportunity.
2019 Key Personal Objectives and Results
Long-Term Equity Incentive Awards
LTI awards are designed to give NEOs and other high-value employees a long-term stake in the Company, provide incentives for the creation of sustained stockholder value, act as long-term retention and motivation tools, and directly tie employee and stockholder interests over the long term.
Since 2017, the Compensation Committee has granted 100% of our executives’ annual LTI awards in the form of PSUs, with payouts contingent on achievement of both absolute and relative Company financial performance goals.
In January 2019, in response to stockholder feedback, we incorporated a three-year relative TSR modifier into all of our 2019 PSU awards, in order to better tie our executives’ compensation to the creation of stockholder value.
The Compensation Committee believes that our current LTI program serves the following objectives:
No shares will vest under the PSUs awarded to our NEOs if we do not achieve pre-established threshold performance levels. No dividends will accrue or be paid on any unvested PSUs during the applicable performance periods.
In January 2019, our NEOs earned 171% of the target shares of our common stock upon vesting of the three-year PSUs that were granted to our NEOs in 2016, and 250% of the target shares of our common stock upon vesting of the two-year PSUs that were granted in 2017. In January 2020, our NEOs earned 141% of the target shares of our common stock upon vesting of the three-year PSUs that were granted to our NEOs in 2017, and 250% of the target shares of our common stock upon vesting of the two-year PSUs that were granted in 2018. See “Payouts Under PSU Awards” beginning on page 41.
How We Determined the Value of 2019 LTI Equity Awards
The value of an executive’s LTI grant increases with the level of an executive’s responsibility at the Company. For the CEO and our other NEOs, it is the largest element of their total direct compensation. In determining the value of LTI awards granted to NEOs, the Compensation Committee (in recommending approval by the Board of the CEO’s awards) and the CEO (in recommending awards for the other NEOs) first consider market data regarding the LTI value for the most comparable positions in the Company’s executive compensation peer groups, as well as several other factors, which may include:
The Compensation Committee approved the target dollar value of annual LTI awards for our NEOs in 2019 at its January meeting, based on the relevant factors above.
LTI Grants to Our NEOs in 2019
Annual PSU Grants; TSR Modifier
In January 2019, the Compensation Committee decided to hold flat the 2019 target annual LTI grant values for all our NEOs, based on its review of comparator peer group data and the market environment. The Compensation Committee approved (and in the case of Mr. Kibsgaard, the non-executive members of the Board approved):
The Board also approved a three-year relative TSR modifier that applies to all 2019 ROCE PSUs and 2019 FCF Conversion PSUs. As a result, all of our NEOs’ 2019 PSUs are subject to a three-year TSR performance metric and will vest, if at all, only after a three-year TSR performance period.
Under this modifier, the number of shares that our NEOs would earn will be reduced by 25 percentage points (e.g. from 100% of target to 75% of target) if our cumulative TSR during the three-year TSR performance period commencing in 2019 is in the bottom 33rdpercentile relative to the TSR of the individual companies comprising the OSX Index. This modifier will only reduce the number of shares earned under a PSU award, but will not increase the number of shares earned.
The following table details the target number of ROCE PSUs and FCF Conversion PSUs granted to our NEOs in January 2019 and the estimated grant date fair values of the NEOs’ 2019 and 2018 annual LTI awards, as well as the year-over-year percentage change between the two amounts.
| Name | Target Number of ROCE PSUs | Target Number of FCF Conversion PSUs | Target Value of 2019 Annual LTI Grants(1)(2) | Target Value of 2018 Annual LTI Grants(2) | % Change | |||||
| O. Le Peuch | 44,800 | 44,800 | $3,200,000 | $3,200,000 | 0% | |||||
| K. Al Mogharbel | 44,800 | 44,800 | $3,200,000 | $3,200,000 | 0% | |||||
| P. Schorn | 44,800 | 44,800 | $3,200,000 | $3,200,000 | 0% | |||||
| H. Gharbi | 44,800 | 44,800 | $3,200,000 | $3,200,000 | 0% | |||||
| P. Kibsgaard | 168,000 | 168,000 | $12,000,000 | $12,000,000 | 0% | |||||
| S. Ayat | 56,000 | 56,000 | $4,000,000 | $4,000,000 | 0% |
NEO Promotions
The Compensation Committee approved the following PSU awards to certain NEOs in 2019 in connection with their promotions, each such award having terms identical to the grants made in January 2019:
Because the July 2019 PSU award represented Mr. Le Peuch’s estimated annual LTI target award in his new role as CEO, and in light of Mr. Le Peuch’s PSU award earlier in 2019 upon his appointment as Chief Operating Officer (described above), the Board determined that Mr. Le Peuch should not receive an annual LTI award in January 2020.
In addition, in connection with our CEO transition, the Compensation Committee approved grants of RSUs to three of our senior operational executives. The purpose of these awards was to retain these key executives through the CEO transition. The awards represented only 25% of our key executives’ total reported compensation for 2019. They will vest only after three years, which provides senior executive stability to us and our shareholders.
The three NEOs received the following grants of RSUs in April 2019:
These RSUs will vest in April 2022, subject to the executive’s continued employment with us through the vesting date.
2019 ROCE PSUs: Performance Measures and Goals
In January 2019, the Compensation Committee set goals for the 2019 ROCE PSUs based on our average annual ROCE over a three-year performance period as compared to the average annual ROCE of the following oilfield services competitors, taken together over the same period: Halliburton, Baker Hughes, Weatherford, National Oilwell Varco and TechnipFMC (collectively, the “ROCE comparator group”).
ROCE is a measure of the efficiency of our capital employed and is a comprehensive indicator of long-term Company and management performance. We selected a ROCE metric that is relative because it allows us to directly compare how we deploy our capital against key comparator companies in oilfield services. Furthermore, ROCE measures performance in a way that is tracked and understood by many of our investors. This is also the metric that the Compensation Committee approved for the PSUs issued to our NEOs in 2018.
Our selection of ROCE as a performance metric for our 2019 PSUs is also consistent with our strategic priorities. The Compensation Committee believes that tying a part of our senior executives’ LTI pay to achieving our capital efficiency goals and comparing these results to that of key competitors in oilfield services will motivate our executives to continue to innovate. The Compensation Committee also believes that improvements in efficiency through innovation will increase revenue and improve margins through our continued focus on pricing and cost control.
The ROCE performance period for the 2019 ROCE PSUs began on January 1, 2019 and ends on December 31, 2021. They are also subject to a three-year TSR performance period under the relative TSR modifier, over the same period.
Vesting of these PSUs will depend on our performance compared to average ROCE of our comparator group, as illustrated in the graph below. If our average annual ROCE over the three-year period is equal to that of our ROCE comparator group as a whole, then the 2019 ROCE PSUs will vest at 100% of target. The number of PSUs that will vest and convert to shares as of the vesting date can range from 0% to 250%. In no event will payout exceed 250%. If our ROCE achieved is less than or equal to six percentage points below the average of the ROCE comparator group, no 2019 ROCE PSUs will vest and no shares will be earned.
At the end of the ROCE and TSR performance periods, the Compensation Committee will certify our average ROCE and that of the ROCE comparator group as a whole. The Committee will then determine the percentage of shares earned based on the graph below, as adjusted for the three-year relative TSR modifier:
2019 ROCE PSU Payout Matrix
We calculate ROCE as a ratio, the numerator of which is (a) income from continuing operations, excluding charges and credits plus (b) after-tax net interest expense, and the denominator of which is (x) stockholders’ equity, including non-controlling interests (average of beginning and end of each quarter in the year), plus (y) net debt (average of beginning and end of each quarter in the year). The Compensation Committee may adjust the Company’s income from continuing operations to take into account the effect of significant impacts or activities that are not representative of underlying business operations, such as acquisitions, divestitures, asset impairments and restructurings. Furthermore, the Compensation Committee evaluates, and may adjust for, the effect of acquisitions or divestments on a case-by-case basis for purposes of the ROCE calculation.
2019 FCF Conversion PSUs: Performance Measures and Goals
In January 2019, the Compensation Committee set goals for the 2019 FCF Conversion PSUs based on the percentage of our cumulative net income, excluding charges and credits, that we are able to convert to free cash flow over a two-year performance period.
The performance period for the FCF Conversion PSUs began on January 1, 2019 and ends on December 31, 2020. The Committee believed it was appropriate to set two-year FCF conversion performance goals due to the difficulty in setting meaningful cash flow performance targets over longer periods of time in our cyclical industry. The Compensation Committee set the target free cash flow conversion goal at 70%, which was the same as in 2018.
As stated previously, the 2019 FCF Conversion PSUs are also subject to a three-year TSR performance period under the relative TSR modifier, from January 1, 2019 to December 31, 2021.
Free cash flow is an important liquidity measure for the Company and is useful to investors and to management as a measure of the Company’s ability to generate cash. Our selection of free cash flow as a percentage of cumulative net income converted as the performance metric for the 2019 FCF Conversion PSUs is also part of our goal to better align executive compensation with stockholder returns and encourage our executives to maintain capital discipline through business cycles. Once business needs and obligations are met, this cash can be used to reinvest in the Company for future growth or to return to stockholders through dividend payments or share repurchases. The Compensation Committee believes that tying a part of our NEO’s LTI payout to our efficiency in converting cumulative net income to free cash flow incentivizes our executives to increase the liquidity of the Company.
For purposes of the 2019 FCF Conversion PSUs, free cash flow represents cash flow from operations, excluding charges and credits, less capital expenditures, investments in APS projects (formerly known as Schlumberger Production Management), and multiclient seismic data costs capitalized. The terms of these PSUs allow for cash payments made in the acquisition of baseline production and investments up to first production for APS projects to be excluded from the calculation of free cash flow. The purpose of these exclusions is to avoid creating a potential disincentive to appropriately invest in the APS business. However, in 2019, as part of our new strategy, we announced that we would no longer take equity positions in oil and gas assets. We also stated that we would not use cash to pay upfront costs of new projects. As a result, we do not anticipate any such exclusions to our free cash flow under our 2019 FCF Conversion PSUs.
The Compensation Committee has the discretion to adjust the Company’s income from continuing operations to take into account the effect of significant impacts or activities that are not representative of underlying business operations, such as acquisitions, divestitures, asset impairments and restructurings. Furthermore, the Compensation Committee evaluates, and may adjust for, the effect of acquisitions or divestments on a case-by-case basis for purposes of the free cash flow calculations.
Vesting of the 2019 FCF Conversion PSUs requires us to convert no less than 50% of our cumulative net income to free cash flow over the FCF conversion performance period. In calculating this achievement, the Compensation Committee will certify the cumulative free cash flow and net income generated by the Company over the two-year FCF conversion performance period. If the percentage of free cash flow conversion is less than or equal to 50%, no shares of our common stock will be earned.
The number of PSUs that will convert to shares at the end of the performance period can range from 0% to 250%. In no event will payout exceed 250%. The percentage achieved will depend on our performance over the FCF conversion performance period as illustrated in the following table. At the end of the FCF conversion and TSR performance periods, the Compensation Committee will determine the number of shares earned based on the table below, as adjusted for the three-year relative TSR modifier:
| Cumulative Cash Converted to FCF | % of Target Shares Earned (Payout %)(1) |
| Less than or equal to 50% | 0% |
| 60% | 50% |
| 70% | 100% |
| 90% | 200% |
| Equal to or greater than 100% | 250% |
Payouts Under PSU Awards
2019 Payouts Under 2016 ROCE PSUs
In January 2016, the Compensation Committee granted PSUs to our NEOs and conditioned payout based on our average annual ROCE achieved over a three-year performance period as compared to the average annual ROCE of the ROCE comparator companies (the “2016 ROCE PSUs”).
In January 2019, the Compensation Committee approved the results for the 2016 ROCE PSUs relative to the performance criteria that the Compensation Committee had previously approved. Specifically, the Compensation Committee determined that, based on the then-available reported results of the ROCE comparator companies, the 2016 ROCE PSUs had been earned at 171% of target, based on Schlumberger’s annual average ROCE of 310 basis points above the average of the ROCE comparator group through September 30, 2018, which was at the time the most recent fiscal period end reported by all of the companies comprising the ROCE comparator group. Because the award agreements for the 2016 ROCE PSUs provide that the PSUs are earned and settled in common stock as soon as practicable following the end of the ROCE performance period, the Compensation Committee approved the issuance of 90% of the shares that the Compensation Committee determined had been earned under the 2016 ROCE PSUs for the period from January 2016 through September 2018, since most of the companies in the ROCE comparator group had not yet reported their 2018 audited results.
In March 2019, the Company issued the number of additional shares determined to have been earned upon the disclosure of all of the ROCE comparator companies’ full-year 2018 audited results based on achievement of the 171% of target.
2019 Payouts Under 2017 Free Cash Flow PSUs
In January 2017, the Compensation Committee granted PSUs to our NEOs and conditioned payout based on the cumulative free cash flow generated from January 1, 2017 to December 31, 2018, as a percentage of cumulative net income generated over that same period, excluding charges and credits (the “2017 FCF Conversion PSUs”).
In January 2019, the Compensation Committee determined that we achieved cumulative free cash flow conversion of 133% for the two-year performance period, representing achievement of 250% of target, based on the Committee’s previously approved performance criteria. As a result, our NEOs earned 250% of target under the 2017 FCF Conversion PSUs. We issued the shares that were earned under the FCF Conversion PSUs in the form of restricted stock. These shares were subject to a mandatory one-year hold period, and were converted to non-restricted shares in January 2020.
2020 Payouts Under 2017 ROCE PSUs
In January 2017, the Compensation Committee granted PSUs to our NEOs and conditioned payout based on our average annual ROCE achieved over a three-year performance period as compared to the average annual ROCE of the ROCE comparator companies (the “2017 ROCE PSUs”).
In January 2020, the Compensation Committee approved the results for the 2017 ROCE PSUs relative to the performance criteria that the Compensation Committee had previously approved. Specifically, the Compensation Committee determined that, based on the then-available reported results of the ROCE comparator companies, the 2017 ROCE PSUs had been earned at 141% of target, based on Schlumberger’s annual average ROCE of 200 basis points above the average of the ROCE comparator group through September 30, 2019, which was at the time the most recent fiscal period end reported by all of the companies comprising the ROCE comparator group. Because the award agreements for the 2017 ROCE PSUs provide that the PSUs are earned and settled in common stock as soon as practicable following the end of the ROCE performance period, the Compensation Committee approved the issuance of 90% of the shares that the Compensation Committee determined had been earned under the 2017 ROCE PSUs for the period from January 2017 through September 2019, since most of the companies in the ROCE comparator group had not yet reported their 2019 audited results. Any additional shares finally determined to have been earned will be issued after all of the ROCE comparator companies disclose their full-year 2019 audited results.
2020 Payouts Under 2018 Free Cash Flow PSUs
In January 2018, the Compensation Committee granted PSUs to our NEOs and conditioned payout based on the cumulative free cash flow generated from January 1, 2018 to December 31, 2019, as a percentage of cumulative net income generated over that same period, excluding charges and credits (the “2018 FCF Conversion PSUs”).
In January 2020, the Compensation Committee determined that we achieved cumulative free cash flow conversion of 129% for the two-year performance period, representing achievement of 250% of target, based on the Committee’s previously approved performance criteria. As a result, our NEOs earned 250% of target under the 2018 FCF Conversion PSUs. These shares are subject to a mandatory one-year hold period. They will convert to non-restricted shares in January 2021 at the end of the one-year hold period, contingent on an NEO’s continued employment with us as of that date.
Agreements with Former NEOs
Schlumberger and Mr. Kibsgaard, our former Chairman and CEO, entered into an agreement effective as of August 1, 2019 that provides for, among other things, certain payments to Mr. Kibsgaard in exchange for three-year non-competition and non-solicitation covenants. Under the terms of the agreement, Mr. Kibsgaard has agreed to provide certain services to Schlumberger as needed to secure an orderly CEO transition.
Under the agreement, Mr. Kibsgaard will receive payments and benefits through July 31, 2022, consisting of (1) $2,000,000 per year, to be paid in accordance with the Company’s standard employee payroll practices; (2) medical and pension benefits for which he is eligible as an employee; and (3) reimbursement for reasonable business expenses incurred in the normal course of performing his duties under the agreement. In addition, Mr. Kibsgaard received his annual cash incentive award for his 2019 performance based on achievement of previously-established personal and financial performance targets, and a payment for accrued and unused vacation of $113,702.
As a high-technology services company, we believe that our greatest competitive strengths are our people and our intellectual property. Mr. Kibsgaard has extensive strategic, financial and market knowledge about us and our industry, important relationships with our customers, and deep ties to the scientific community at Schlumberger. Thus, our Board believed it to be in the best interest of the Company and our shareholders to enter into an agreement with Mr. Kibsgaard to secure his covenant not to compete with us for a period of three years, and to prohibit him from soliciting key employees to leave us, while retaining him to provide services as needed for the CEO transition. Under the terms of the agreement, if Mr. Kibsgaard breaches his non-competition covenant, we may immediately stop payment of all cash amounts that would otherwise be due to him, and all outstanding equity awards will be subject to cancellation. In addition, in the event of any such breach, we may require that Mr. Kibsgaard repay all payments or benefits received under the agreement.
In addition, Schlumberger and Mr. Ayat, our former CFO, entered into an agreement effective as of January 22, 2020 that provides for, among other things, certain payments to Mr. Ayat in exchange for three-year non-competition and non-solicitation covenants. Under the terms of the agreement, Mr. Ayat has agreed to devote 50% of his business time to Schlumberger as Senior Strategic Advisor to our CEO for a two-year period.
Under the agreement, Mr. Ayat will receive payments and benefits through January 21, 2022, consisting of (1) $1,000,000 per year, to be paid in accordance with the Company’s standard employee payroll practices; (2) continued participation in Schlumberger’s health, welfare and insurance plans on a basis comparable to that of other U.S. employees; and (3) an award of PSUs in January 2020 with a target LTI dollar value equal to 100% of Mr. Ayat’s aggregate PSU target dollar grant in January 2019, awarded on the same terms and conditions as the PSU grants to the Company’s NEOs in January 2020. In addition, Mr.Ayat received his annual cash incentive award for his 2019 performance based on achievement of previously-established personal and financial performance targets, and a payment for his accrued and unused vacation of $5,817.
As in the case of the agreement between Schlumberger and Mr. Kibsgaard, our Board believed it to be in the best interest of the Company and our shareholders to enter into an agreement with Mr. Ayat to secure his covenant not to compete with us for a period of three years, and to prohibit him from soliciting key employees to leave us, while retaining his services for up to 50% of his business time to help foster an orderly CFO transition. Under the terms of the agreement, if Mr. Ayat breaches his non-competition covenant, we may immediately stop payment of all cash amounts that would otherwise be due to him, and all outstanding equity awards will be subject to cancellation. In addition, in the event of any such breach, we may require that Mr. Ayat repay all payments or benefits received under the agreement.
The agreements with Messrs. Kibsgaard and Ayat also contain other covenants. In connection with their agreements, each of Messrs. Kibsgaard and Ayat entered into a release and waiver.
Other Aspects of Our Executive Compensation Framework
Peer Group Companies
The Compensation Committee considers formal executive compensation survey data prepared by Pay Governance when it reviews and determines executive compensation. The Compensation Committee also reviews information on the executive compensation practices at various “peer group” companies when considering changes to the Company’s executive compensation program. To prepare for its executive compensation analysis, the Company’s executive compensation department works with Pay Governance to match Company positions and responsibilities against survey positions and responsibilities and to compile the annual compensation data for each executive officer.
The Company has two main executive compensation peer groups, the oil industry and general industry peer groups (our “main executive compensation peer groups”). The survey data prepared by Pay Governance summarize the compensation levels and practices of our main executive compensation peer groups, as follows:
The Compensation Committee’s selection criteria for companies comprising the main executive compensation peer groups include:
The Compensation Committee, with the assistance of Pay Governance, annually reviews specific criteria and recommendations regarding companies to add to or remove from the peer groups. As a general matter, the Company selects suitable comparator companies such that companies in each of our two main executive compensation peer groups, at the median, approximate Schlumberger’s estimated revenue in the then-current year and its then-current market capitalization. The Compensation Committee modifies the peer group criteria as appropriate while seeking a satisfactory degree of stability, to provide a consistent basis for comparison.
Oil Industry Peer Group
The oil industry peer group comprises companies in the oil services industry, as well as E&P companies and integrated oil and gas companies, in each case with annual revenues between $6.4 billion and $127.5 billion. The broad revenue range is due to the limited number of peer companies in Schlumberger’s immediate revenue range, and the fact that all other oilfield service companies have lower revenue than Schlumberger. Because of Schlumberger’s significant international operations, this peer group includes non-U.S. energy and energy-related companies that also meet the criteria set forth above. Some members of this peer group frequently target Company executives for positions at the peer company. See “—The Competition for Our Executive Talent,” on pages 31-32.
The Compensation Committee decided to include E&P companies in this peer group based on a number of factors. First, because Schlumberger was significantly larger than all of its direct competitors in the oilfield services industry in terms of revenue and market capitalization, the Compensation Committee believed that the addition of E&P companies provided a more appropriate and complete comparator group. In addition, the Compensation Committee believed that the inclusion of E&P companies is appropriate because our executives have been hired by E&P companies in the past, and market consolidation has reduced the number of direct competitors in the oilfield services industry, thus increasing the prominence of E&P companies as competitors for executive talent.
In July 2018, the Compensation Committee reviewed the companies constituting our two main executive compensation peer groups effective for 2019 executive compensation decisions, based on the criteria set forth above. At the time of its review, Schlumberger’s full-year 2018 revenue was forecast to be approximately $34 billion. Because Weatherford International Plc did not meet the strict revenue criterion set forth above for the oil industry peer group, the Compensation Committee approved the removal of Weatherford from this peer group.
As a result of the foregoing, Schlumberger was in the 67thpercentile of the oil industry peer group in terms of revenue, and in the 90thpercentile of the oil industry peer group in terms of market capitalization.
The following 18 companies constitute the oil industry peer group effective for relevant 2019 compensation decisions:
General Industry Peer Group
The Compensation Committee considers data from the general industry peer group as it deems necessary or advisable to the extent that data from the first peer group may not exist, or may be insufficient, for some executive officer positions. The second group is also particularly relevant for non-operations positions, where the skills and experience may be easily transferable to other industries outside the oil and gas industry.
The general industry peer group provides data from large companies with significant international operations, and supplements the compensation data from the oil industry peer group, whose companies are closer to Schlumberger in industry type but have widely varying revenue sizes. The general industry peer group:
In July 2018, the Compensation Committee, applying the selection criteria set forth above, approved the removal of 14 life sciences and pharmaceutical companies from the general industry peer group, effective for 2019 compensation decisions, to more closely align this peer group with companies in industries more similar to Schlumberger’s. The 14 life sciences and pharmaceutical companies removed were Abbott Laboratories, AbbVie, AstraZeneca, Bayer, Eli Lilly and Co., Gilead Sciences, GlaxoSmithKline, Medtronic, Merck & Co, Novartis, Pfizer, Roche Holding, Sanofi and Thermo Fisher Scientific. In addition, BASF SE was removed from this peer group because its annual revenue exceeded the criterion described above. The Compensation Committee also approved the addition of one company—DowDupont—as a result of the merger of Dow Chemical and E.I. DuPont de Nemours, each of which had been included in the general industry peer group for 2018 executive compensation decisions.
As a result of the foregoing, Schlumberger was positioned at the 58th percentile of the general industry peer group in terms of revenue, and the 68thpercentile of that peer group in terms of market capitalization.
The following 30 companies constitute the general industry peer group effective for relevant 2019 compensation decisions:
Role of the Independent Executive Compensation Consultant
The Compensation Committee has retained Pay Governance as its independent consultant with respect to executive compensation matters. Pay Governance reports only to, and acts solely at the direction of, the Compensation Committee. Schlumberger’s management does not direct or oversee the activities of Pay Governance with respect to the Company’s executive compensation program. Pay Governance prepares compensation surveys for review by the Compensation Committee at its October meeting. One of the purposes of the October meeting is to assess compensation decisions made in January of that year in light of comparative data to date; another purpose of the October meeting is to prepare for the annual executive officer compensation review the following January.
Pay Governance works with the Company’s executive compensation department to compare compensation opportunities of the Company’s executive officers with compensation opportunities for comparable positions at companies included in the compensation surveys conducted by Pay Governance at the direction of the Compensation Committee. Pay Governance and the Company’s executive compensation department also compile annual compensation data for each executive officer. The Compensation Committee has also instructed Pay Governance to prepare an analysis of each named executive officer’s compensation. The Compensation Committee has also retained Pay Governance as an independent consulting firm with respect to non-employee director compensation matters. Pay Governance prepares an analysis of competitive non-employee director compensation levels and market trends using the same two main peer groups as those used in the executive compensation review.
The Compensation Committee has assessed the independence of Pay Governance pursuant to SEC rules and has concluded that its work did not raise any conflict of interest that would prevent Pay Governance from independently representing the Compensation Committee.
Procedure for Determining Executive Compensation; Role of Management
The Compensation Committee evaluates all elements of executive officer compensation each January, after a review of the achievement of financial and personal objectives with respect to the prior year’s results. The purpose is to determine whether any changes in an officer’s compensation may be appropriate. The CEO does not participate in the Compensation Committee’s deliberations regarding his own compensation. At the Compensation Committee’s request, the CEO reviews with the Compensation Committee the performance of the other executive officers, but no other named executive officer has any input in executive compensation decisions. The Compensation Committee gives substantial weight to the CEO’s evaluations and recommendations because he is particularly able to assess the other executive officers’ performance and contributions to the Company. Our Vice President of Human of Resources assists the CEO in developing the executive officers’ performance reviews and reviewing market compensation data to determine compensation recommendations for our executives. The Compensation Committee independently determines each executive officer’s mix of total direct compensation based on the factors described in “Compensation Discussion and Analysis—Framework for Setting Executive Compensation in 2019—Relative Size of Direct Compensation Elements.” Early in the calendar year, financial and personal objectives for each executive officer are determined for that year. The Compensation Committee may, however, review and adjust compensation at other times as the result of new appointments or promotions during the year.
The following table summarizes the approximate timing of significant executive compensation events:
Long-Term Equity Awards — Granting Process
The Compensation Committee is responsible for granting long-term equity-based compensation under our omnibus stock incentive plans. The Compensation Committee approves a preliminary budget for equity-based grants for the following year at each October meeting. Management determines the allocation for groups within the Company and individual recommendations are made by the heads of the groups and approved by the CEO. The Compensation Committee approves all equity-based awards, including executive officer awards, which are recommended by the CEO, except for his own. Awards for executive officers other than the CEO are granted by the Compensation Committee and discussed with the Board. Awards for the CEO are granted by the Compensation Committee following approval by the full Board.
In addition to considering the value of each equity-based award, management and the Compensation Committee also consider the overall potential stockholder dilution impact and “burn rate,” which is the rate at which awards are granted as a percentage of common shares outstanding. Each year, the Compensation Committee reviews a budgeted grant date value of equity-based awards to our executives and other eligible employees and makes a recommendation to the Board for approval. This review and recommendation process includes an analysis of potential dilution levels and burn rates resulting from the potential grant of such awards. The Compensation Committee and management use this analysis regarding dilution levels and burn rates as an additional factor in approving long-term equity awards.
The regular Board and Compensation Committee meeting schedule is set at least a year in advance with Board meetings held quarterly, generally in mid-January, April, July and October. The timing of these committee meetings is not determined by any of the Company’s executive officers and is usually two days in advance of the Company’s announcement of earnings. The Compensation Committee usually sets the equity award grant date as the day of the Compensation Committee meeting. The Company does not time the release of material non-public information for the purpose of affecting the values of executive compensation. At the time equity grant decisions are made, the Compensation Committee is aware of the earnings results and takes them into account, but it does not adjust the size or the mix of grants to reflect possible market reaction.
Annual grants of equity-based awards to the NEOs, other senior executive officers and the rest of the Company’s eligible employees are made at the January meeting of the Compensation Committee. However, specific grants may be made at other regular meetings, to recognize the promotion of an employee, a change in responsibility or a specific achievement, or to achieve other key compensation objectives. The exercise price for all stock options granted to executive officers and other employees is the average of the high and low trading prices of the Schlumberger common stock on the NYSE on the date of grant, which has been Schlumberger’s practice for many years. The Board and the Compensation Committee have the discretion to grant equity awards with different vesting schedules as they deem appropriate or necessary.
Executive Stock Ownership Guidelines
The Compensation Committee and management believe strongly in linking executive long-term rewards to stockholder value. In 2019, our Board, upon recommendation of the Nominating and Governance Committee and the Compensation Committee, adopted revised executive stock ownership guidelines applicable to our executive officers and other key position holders.
Senior executives are required to hold the numbers of shares equal to the multiple of base salary set forth below:
All executives subject to the guidelines must retain 50% of net shares acquired upon the exercise of stock options and after the vesting of PSUs and RSUs, after payment of applicable taxes, until they achieve the required ownership level.
The guidelines provide that executives have five years to satisfy the ownership requirements. After the five-year period, executives who have not met their minimum stock ownership requirement must retain 100% of the net shares acquired upon stock option exercises and any PSU and RSU vesting until they achieve their required ownership level. Stock ownership for the purpose of these guidelines does not include shares underlying vested or unvested stock options, unvested RSUs or unvested PSUs.
As of December 31, 2019, all of our then-serving NEOs were in compliance with our stock ownership guidelines.
Other Executive Benefits and Policies
No Employment Agreements with Current Executive Officers
Historically, our named executive officers have not had employment, severance or change-in-control agreements with the Company, and serve at the will of the Board. This enables the Company to terminate their employment using judgment as to the terms of any severance arrangement and based on specific circumstances at the time they cease being executive officers. We do not enter into employment, severance or change-in-control agreements with any newly-hired executive officers.
Retirement Benefits
In line with Schlumberger’s aim to encourage long-term careers with the Company and to promote retention, retirement plans are provided, where possible, for all employees, including named executive officers, according to local market practice. Schlumberger considers long-term benefit plans to be an important element of the total compensation package. The pension plans provide for lifetime benefits for certain employees upon retirement after a specified number of years of service and take into account local practice with respect to retirement ages. They are designed to complement but not be a substitute for local government plans, which may vary considerably in terms of the replacement income they provide, and other Company sponsored savings plans. Employees may participate in multiple retirement plans in the course of their career with the Company or its subsidiaries, in which case they become entitled to a benefit from each plan based upon the benefits earned during the years of service related to each plan. The qualified plans are funded through cash contributions made by the Company and its subsidiaries based on actuarial valuations and/or regulatory requirements.
Some of the Schlumberger U.S. retirement plans are non-qualified plans that provide an eligible employee with additional retirement savings opportunities that cannot be achieved with tax-qualified plans due to limits on annual compensation that can be taken into account or annual benefits that can be provided under qualified plans.
Officers and other employees in the United States whose compensation exceeds the qualified plan limits are eligible to participate in non-qualified excess benefit programs for 401(k), profit-sharing and pension. Employees and executive officers assigned outside the United States are entitled to participate in the applicable plans of the country where they are assigned, including supplemental plans where available.
Retirement Practices
The Company has a practice of phased retirement, which, at the discretion of the Company, may be offered to certain executive officers from time to time. This practice involves entering into an agreement whereby the individual ceases being an executive officer and relinquishes primary responsibilities. He or she remains an employee and generally receives lesser salary over time for reduced responsibilities and reduced working time. The arrangements are typically in place for an average of two years, as agreed at the start of the term. The purpose is to allow the outgoing executive officer to support the incoming executive officer for a period of time to provide for a smooth succession and to provide resources to the Company in particular areas of expertise while agreeing not to join a competitor during the employment period. In these circumstances, the Company maintains pension contributions and other benefits such as medical and insurance, and the executive officer continues to vest in previously-granted LTI awards. During this period, however, the executive officer generally is no longer eligible for additional equity incentive compensation or, once his or her work time is reduced, for an annual cash incentive opportunity.
Other Benefits
Schlumberger seeks to provide benefit plans, such as medical coverage and life and disability insurance, on a country-by-country basis in line with market conditions. Where the local practice is considered to be less than the Schlumberger minimum standard, the Company generally offers the Schlumberger standard. Our named executive officers are eligible for the same benefit plans provided to other employees, including medical coverage and life and disability insurance as well as supplemental plans chosen and paid for by employees who wish additional coverage. There are no special insurance plans for our named executive officers.
Limited Perquisites
Schlumberger provides only limited perquisites to its named executive officers, which are identified in the narrative notes to the Summary Compensation Table.
Recoupment of Performance-Based Cash and Equity Awards (Clawback)
In January 2019, our Board, upon the recommendation of the Compensation Committee, adopted a revised policy regarding recoupment of performance-based incentive compensation, whether paid in the form of equity or cash, in the event of specified restatements of financial results. Under the revised policy, if financial results are restated due to fraud or other intentional misconduct, the Compensation Committee will review any performance-based or incentive compensation paid to executive officers who are found to be personally responsible for the fraud or other intentional misconduct that caused, in whole or in part, the need for the restatement. Based on that review, the Committee will take such actions as it deems appropriate or necessary, including recoupment of any amounts paid in excess of the amounts that would have been paid based on the restated financial results. In addition, our performance-based equity awards and any shares of stock that are issued as a result of vesting of these awards are subject to recoupment under the terms of those awards.
Section 162(m) of the Internal Revenue Code limits the amount of compensation that may be deducted per covered employee to $1 million per taxable year. Following the enactment of the Tax Cuts and Jobs Act, beginning with the 2018 calendar year, this $1 million annual limitation applies to all compensation paid to any individual who is the Chief Executive Officer, Chief Financial Officer or one of the other three most highly compensated executive officers for 2017 or any subsequent calendar year. There is no longer any exception to this limitation for qualified performance-based compensation (as there was for periods prior to 2018). Thus, it is expected that compensation deductions for any covered individual will be subject to a $1 million annual deduction limitation (other than for certain compensation that satisfies requirements for grandfathering under the new law). Although the deductibility of compensation is a consideration evaluated by the Compensation Committee, the Compensation Committee believes that the lost deduction on compensation payable in excess of the $1 million limitation for the named executive officers is not material relative to the benefit of being able to attract and retain talented management. Accordingly, the Compensation Committee will continue to retain the discretion to pay compensation that is not deductible.
The Compensation Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis included in this proxy statement. Based on that review and discussion, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
Executive Compensation Tables and Accompanying Narrative
2019 Summary Compensation Table
The following table sets forth the compensation paid by the Company and its subsidiaries for the fiscal year ended December 31, 2019 to each of our NEOs.
| Name | Year | Salary ($) | Bonus ($) | (4) | Stock Awards ($) | (5) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | (4) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) | (6) | All Other Compensation ($) | (7) | Total ($) | ||||||||||||||
| Olivier Le Peuch(1) | 2019 | 1,147,500 | N/A | 14,515,858 | — | 2,360,250 | 981,058 | 112,504 | (8) | 19,117,170 | ||||||||||||||||||
| Chief Executive Officer | 2018 | 764,167 | N/A | 3,200,205 | — | 266,007 | 288,375 | 119,025 | 4,637,779 | |||||||||||||||||||
| 2017 | 683,333 | N/A | 4,717,540 | 316,950 | 840,000 | 877,867 | 61,287 | 7,496,977 | ||||||||||||||||||||
| Khaled Al Mogharbel | 2019 | 895,000 | N/A | 5,770,142 | — | 1,423,050 | 327,754 | 211,550 | (9) | 8,627,496 | ||||||||||||||||||
| Executive Vice | 2018 | 834,167 | N/A | 3,200,205 | — | 315,399 | (116,122 | ) | 284,222 | 4,517,871 | ||||||||||||||||||
| President, Operations | 2017 | 770,000 | N/A | 4,406,252 | — | 1,063,755 | 195,703 | 244,757 | 6,680,467 | |||||||||||||||||||
| Patrick Schorn | 2019 | 840,000 | N/A | 4,729,651 | — | 1,377,600 | 1,858,283 | 101,182 | (10) | 8,906,716 | ||||||||||||||||||
| Executive Vice | ||||||||||||||||||||||||||||
| President, Wells | ||||||||||||||||||||||||||||
| Hinda Gharbi | 2019 | 764,167 | N/A | 4,729,651 | — | 1,176,800 | 623,734 | 186,226 | (11) | 7,480,578 | ||||||||||||||||||
| Executive Vice President, | ||||||||||||||||||||||||||||
| Reservoir and Infrastructure | ||||||||||||||||||||||||||||
| Paal Kibsgaard(2) | 2019 | 2,000,000 | N/A | 11,998,560 | — | 4,920,000 | 3,172,244 | 156,356 | (12) | 22,247,160 | ||||||||||||||||||
| Former Chairman and | 2018 | 2,000,000 | N/A | 11,998,751 | — | 1,132,500 | 1,014,077 | 53,872 | 16,199,200 | |||||||||||||||||||
| Chief Executive Officer | 2017 | 2,000,000 | N/A | 11,998,506 | — | 4,275,000 | 2,344,577 | 141,257 | 20,759,340 | |||||||||||||||||||
| Simon Ayat(3) | 2019 | 1,000,000 | N/A | 3,999,520 | — | 1,640,000 | 863,630 | 40,743 | (13) | 7,543,893 | ||||||||||||||||||
| Former Executive | 2018 | 1,000,000 | N/A | 3,994,767 | — | 358,100 | 163,106 | 72,045 | 5,588,018 | |||||||||||||||||||
| Vice President and | 2017 | 1,000,000 | N/A | 5,206,165 | — | 1,401,500 | 745,143 | 105,875 | 8,458,683 | |||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||||||||||
| Unfunded credits to the Schlumberger Restoration Savings Plan | $ | 33,492 | ||
| Contributions to Schlumberger 401(k) Plan | 8,400 | |||
| Perquisites: | ||||
| Vacation Travel Allowance | 13,740 | |||
| Housing Allowance | 56,872 | |||
| TOTAL | $ | 112,504 | ||
| (9) | The amount disclosed for Mr. Al Mogharbel consists of the following: | |||
| Unfunded credits to the Schlumberger Restoration Savings Plan | $ | 55,709 | ||
| Contributions to Schlumberger 401(k) Plan | 16,800 | |||
| Perquisites: | ||||
| Vacation Travel Allowance | 61,042 | |||
| Children’s Education | 78,000 | |||
| TOTAL | $ | 211,550 | ||
| (10) | The amount disclosed for Mr. Schorn consists of the following: | |||
| Perquisites: | ||||
| Expatriate Tax Preparation | $ | 1,349 | ||
| Vacation Travel Allowance | 8,084 | |||
| Housing Allowance | 76,336 | |||
| Vacation Payout | 15,413 | |||
| TOTAL | $ | 101,182 | ||
| (11) | The amount disclosed for Ms. Gharbi consists of the following: | |||
| Unfunded credits to the Schlumberger Restoration Savings Plan | $ | 21,081 | ||
| Contributions to Schlumberger 401(k) Plan | 8,400 | |||
| Perquisites: | ||||
| Expatriate Tax Preparation | 1,551 | |||
| Vacation Travel Allowance | 40,012 | |||
| Children’s Education | 73,694 | |||
| Relocation Fees and Costs | 41,488 | |||
| TOTAL | $ | 186,226 | ||
| (12) | The amount disclosed for Mr. Kibsgaard consists of the following: | |||
| Perquisites: | ||||
| Housing Allowance | $ | 42,654 | ||
| Vacation Payout | 113,702 | |||
| TOTAL | $ | 156,356 | ||
| (13) | The amount disclosed for Mr. Ayat consists of the following: | |||
| Unfunded credits to the Schlumberger Restoration Savings Plan | $ | 32,343 | ||
| Contributions to Schlumberger 401(k) Plan | 8,400 | |||
| TOTAL | $ | 40,743 |
Grants of Plan-Based Awards for Fiscal Year 2019
The following table provides additional information about stock awards and other incentive plan awards granted to our NEOs in 2019.
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Possible Payouts Under Equity Incentive Plan Awards(3) | All Other Stock Awards: | All Other Option Awards: | Exercise | Full Grant Date Fair Value | ||||||||||||||||||||
| Name | Award Type(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units (#) | Number of Securities Underlying Options (#) | or Base Price of Option Awards ($/Sh) | of Stock and Option Awards ($) | (4) | ||||||||||||
| O. Le Peuch | 263,157 | 689,575 | 1,490,972 | ||||||||||||||||||||||
| FCFC PSU | 1/16/19 | 44,800 | 112,000 | 1,599,808 | |||||||||||||||||||||
| ROCE PSU | 1/16/19 | 44,800 | 112,000 | 1,599,808 | |||||||||||||||||||||
| FCFC PSU | 4/17/19 | 9,770 | 24,425 | 408,093 | |||||||||||||||||||||
| ROCE PSU | 4/17/19 | 9,770 | 24,425 | 408,093 | |||||||||||||||||||||
| FCFC PSU | 8/1/19 | 154,640 | 386,600 | 5,250,028 | |||||||||||||||||||||
| ROCE PSU | 8/1/19 | 154,640 | 386,600 | 5,250,028 | |||||||||||||||||||||
| K. Al Mogharbel | 315,935 | 827,875 | 1,790,000 | ||||||||||||||||||||||
| FCFC PSU | 1/16/19 | 44,800 | 112,000 | 1,599,808 | |||||||||||||||||||||
| ROCE PSU | 1/16/19 | 44,800 | 112,000 | 1,599,808 | |||||||||||||||||||||
| FCFC PSU | 4/17/19 | 6,350 | 15,875 | 265,240 | |||||||||||||||||||||
| ROCE PSU | 4/17/19 | 6,350 | 15,875 | 265,240 | |||||||||||||||||||||
| 3-year RSU | 4/17/19 | 48,840 | 2,040,047 | ||||||||||||||||||||||
| P. Schorn | 296,520 | 777,000 | 1,680,000 | ||||||||||||||||||||||
| FCFC PSU | 1/16/19 | 44,800 | 112,000 | 1,599,808 | |||||||||||||||||||||
| ROCE PSU | 1/16/19 | 44,800 | 112,000 | 1,599,808 | |||||||||||||||||||||
| 3-year RSU | 4/17/19 | 36,630 | 1,530,035 | ||||||||||||||||||||||
| H. Gharbi | 269,751 | 706,854 | 1,528,333 | ||||||||||||||||||||||
| FCFC PSU | 1/16/19 | 44,800 | 112,000 | 1,599,808 | |||||||||||||||||||||
| ROCE PSU | 1/16/19 | 44,800 | 112,000 | 1,599,808 | |||||||||||||||||||||
| 3-year RSU | 4/17/19 | 36,630 | 1,530,035 | ||||||||||||||||||||||
| P. Kibsgaard | 1,059,000 | 2,775,000 | 6,000,000 | ||||||||||||||||||||||
| FCFC PSU | 1/16/19 | 168,000 | 420,000 | 5,999,280 | |||||||||||||||||||||
| ROCE PSU | 1/16/19 | 168,000 | 420,000 | 5,999,280 | |||||||||||||||||||||
| S. Ayat | 353,000 | 925,000 | 2,000,000 | ||||||||||||||||||||||
| FCFC PSU | 1/16/19 | 56,000 | 140,000 | 1,999,760 | |||||||||||||||||||||
| ROCE PSU | 1/16/19 | 56,000 | 140,000 | 1,999,760 | |||||||||||||||||||||
Outstanding Equity Awards at Fiscal Year-End 2019
The following table provides information regarding outstanding and unexercised stock options and other outstanding equity awards for each of our NEOs as of December 31, 2019.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||
| Name | Option/ PSU/RSU Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | (1) | Number of Securities Underlying Unexercised Option Unexercisable (#) | (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | (2) | Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | (2) | |||||||||||||||||
| O. Le Peuch | 1/21/2010 | 15,000 | — | 68.505 | 1/21/2020 | |||||||||||||||||||||||||
| 7/22/2010 | 30,000 | — | 61.070 | 7/22/2020 | ||||||||||||||||||||||||||
| 1/20/2011 | 27,000 | — | 83.885 | 1/20/2021 | ||||||||||||||||||||||||||
| 1/19/2012 | 30,000 | — | 72.110 | 1/19/2022 | ||||||||||||||||||||||||||
| 4/18/2013 | 30,000 | — | 70.925 | 4/18/2023 | ||||||||||||||||||||||||||
| 4/16/2014 | 30,000 | — | 100.555 | 4/16/2024 | ||||||||||||||||||||||||||
| 4/16/2015 | 19,200 | 4,800 | 91.740 | 4/16/2025 | ||||||||||||||||||||||||||
| 4/20/2016 | 18,000 | 12,000 | 80.525 | 4/20/2026 | ||||||||||||||||||||||||||
| 1/19/2017 | 6,000 | 9,000 | 87.380 | 1/19/2027 | ||||||||||||||||||||||||||
| 1/19/2017 | 3,800 | (3) | 152,760 | |||||||||||||||||||||||||||
| 4/20/2017 | 22,400 | (4) | 900,480 | |||||||||||||||||||||||||||
| 10/18/2017 | 20,000 | (5) | 804,000 | |||||||||||||||||||||||||||
| 1/17/2018 | 22,400 | (6) | 900,480 | |||||||||||||||||||||||||||
| 1/17/2018 | 21,900 | (7) | 880,380 | |||||||||||||||||||||||||||
| 1/16/2019 | 44,800 | (8) | 1,800,960 | |||||||||||||||||||||||||||
| 1/16/2019 | 44,800 | (9) | 1,800,960 | |||||||||||||||||||||||||||
| 4/17/2019 | 9,770 | (8) | 392,754 | |||||||||||||||||||||||||||
| 4/17/2019 | 9,770 | (9) | 392,754 | |||||||||||||||||||||||||||
| 8/1/2019 | 154,640 | (8) | 6,216,528 | |||||||||||||||||||||||||||
| 8/1/2019 | 154,640 | (9) | 6,216,528 | |||||||||||||||||||||||||||
| K. Al Mogharbel | 1/19/2012 | 15,000 | — | 72.110 | 1/19/2022 | |||||||||||||||||||||||||
| 4/18/2013 | 20,000 | — | 70.925 | 4/18/2023 | ||||||||||||||||||||||||||
| 7/18/2013 | 50,000 | — | 78.305 | 7/18/2023 | ||||||||||||||||||||||||||
| 1/16/2014 | 53,000 | — | 88.765 | 1/16/2024 | ||||||||||||||||||||||||||
| 1/15/2015 | 56,800 | 14,200 | 77.795 | 1/15/2025 | ||||||||||||||||||||||||||
| 1/21/2016 | 68,400 | 45,600 | 61.920 | 1/21/2026 | ||||||||||||||||||||||||||
| 1/19/2017 | 19,600 | (4) | 787,920 | |||||||||||||||||||||||||||
| 10/18/2017 | 20,000 | (5) | 804,000 | |||||||||||||||||||||||||||
| 1/17/2018 | 22,400 | (6) | 900,480 | |||||||||||||||||||||||||||
| 1/17/2018 | 21,900 | (7) | 880,380 | |||||||||||||||||||||||||||
| 1/16/2019 | 44,800 | (8) | 1,800,960 | |||||||||||||||||||||||||||
| 1/16/2019 | 44,800 | (9) | 1,800,960 | |||||||||||||||||||||||||||
| 4/17/2019 | 6,350 | (8) | 255,270 | |||||||||||||||||||||||||||
| 4/17/2019 | 6,350 | (9) | 255,270 | |||||||||||||||||||||||||||
| 4/17/2019 | 48,840 | (10) | 1,963,368 | |||||||||||||||||||||||||||
| P. Schorn | 1/21/2010 | 6,000 | — | 68.505 | 1/21/2020 | |||||||||||||||||||||||||
| 1/20/2011 | 45,000 | — | 83.885 | 1/20/2021 | ||||||||||||||||||||||||||
| 1/19/2012 | 62,000 | — | 72.110 | 1/19/2022 | ||||||||||||||||||||||||||
| 1/17/2013 | 50,000 | — | 73.250 | 1/17/2023 | ||||||||||||||||||||||||||
| 1/16/2014 | 53,000 | — | 88.765 | 1/16/2024 | ||||||||||||||||||||||||||
| 1/15/2015 | 56,800 | 14,200 | 77.795 | 1/15/2025 | ||||||||||||||||||||||||||
| 1/21/2016 | 68,400 | 45,600 | 61.920 | 1/21/2026 | ||||||||||||||||||||||||||
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||
| Name | Option/ PSU/RSU Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | (1) | Number of Securities Underlying Unexercised Option Unexercisable (#) | (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | (2) | Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | (2) | |||||||||||||||||
| 1/19/2017 | 19,600 | (4) | 787,920 | |||||||||||||||||||||||||||
| 10/18/2017 | 20,000 | (5) | 804,000 | |||||||||||||||||||||||||||
| 1/17/2018 | 22,400 | (6) | 900,480 | |||||||||||||||||||||||||||
| 1/17/2018 | 21,900 | (7) | 880,380 | |||||||||||||||||||||||||||
| 1/16/2019 | 44,800 | (8) | 1,800,960 | |||||||||||||||||||||||||||
| 1/16/2019 | 44,800 | (9) | 1,800,960 | |||||||||||||||||||||||||||
| 4/17/2019 | 36,630 | (10) | 1,472,526 | |||||||||||||||||||||||||||
| H. Gharbi | 1/21/2010 | 15,000 | — | 68.505 | 1/21/2020 | |||||||||||||||||||||||||
| 7/22/2010 | 20,000 | — | 61.070 | 7/22/2020 | ||||||||||||||||||||||||||
| 1/19/2012 | 20,000 | — | 72.110 | 1/19/2022 | ||||||||||||||||||||||||||
| 4/18/2013 | 20,000 | — | 70.925 | 4/18/2023 | ||||||||||||||||||||||||||
| 4/16/2014 | 24,000 | — | 100.555 | 4/16/2024 | ||||||||||||||||||||||||||
| 4/16/2015 | 19,200 | 4,800 | 91.740 | 4/16/2025 | ||||||||||||||||||||||||||
| 4/20/2016 | 18,000 | 12,000 | 80.525 | 4/20/2026 | ||||||||||||||||||||||||||
| 1/19/2017 | 7,500 | (3) | 301,500 | |||||||||||||||||||||||||||
| 7/19/2017 | 25,800 | (4) | 1,037,160 | |||||||||||||||||||||||||||
| 10/18/2017 | 20,000 | (5) | 804,000 | |||||||||||||||||||||||||||
| 1/17/2018 | 22,400 | (6) | 900,480 | |||||||||||||||||||||||||||
| 1/17/2018 | 21,900 | (7) | 880,380 | |||||||||||||||||||||||||||
| 1/16/2019 | 44,800 | (8) | 1,800,960 | |||||||||||||||||||||||||||
| 1/16/2019 | 44,800 | (9) | 1,800,960 | |||||||||||||||||||||||||||
| 4/17/2019 | 36,630 | (10) | 1,472,526 | |||||||||||||||||||||||||||
| P. Kibsgaard | 1/21/2010 | 9,400 | — | 68.505 | 1/21/2020 | |||||||||||||||||||||||||
| 2/4/2010 | 12,800 | — | 63.760 | 2/4/2020 | ||||||||||||||||||||||||||
| 1/20/2011 | 138,000 | — | 83.885 | 1/20/2021 | ||||||||||||||||||||||||||
| 7/21/2011 | 125,000 | — | 89.995 | 7/21/2021 | ||||||||||||||||||||||||||
| 1/19/2012 | 257,400 | — | 72.110 | 1/19/2022 | ||||||||||||||||||||||||||
| 1/17/2013 | 184,800 | — | 73.250 | 1/17/2023 | ||||||||||||||||||||||||||
| 1/16/2014 | 199,000 | — | 88.765 | 1/16/2024 | ||||||||||||||||||||||||||
| 1/15/2015 | 212,800 | 53,200 | 77.795 | 1/15/2025 | ||||||||||||||||||||||||||
| 1/21/2016 | 255,600 | 170,400 | 61.920 | 1/21/2026 | ||||||||||||||||||||||||||
| 1/19/2017 | 73,600 | (4) | 2,958,720 | |||||||||||||||||||||||||||
| 1/17/2018 | 84,100 | (6) | 3,380,820 | |||||||||||||||||||||||||||
| 1/17/2018 | 82,000 | (7) | 3,296,400 | |||||||||||||||||||||||||||
| 1/16/2019 | 168,000 | (8) | 6,753,600 | |||||||||||||||||||||||||||
| 1/16/2019 | 168,000 | (9) | 6,753,600 | |||||||||||||||||||||||||||
| S. Ayat | 1/21/2010 | 95,000 | — | 68.505 | 1/21/2020 | |||||||||||||||||||||||||
| 1/20/2011 | 188,000 | — | 83.885 | 1/20/2021 | ||||||||||||||||||||||||||
| 1/19/2012 | 137,000 | — | 72.110 | 1/19/2022 | ||||||||||||||||||||||||||
| 1/17/2013 | 80,000 | — | 73.250 | 1/17/2023 | ||||||||||||||||||||||||||
| 1/16/2014 | 66,000 | — | 88.765 | 1/16/2024 | ||||||||||||||||||||||||||
| 1/15/2015 | 71,200 | 17,800 | 77.795 | 1/15/2025 | ||||||||||||||||||||||||||
| 1/21/2016 | 85,200 | 56,800 | 61.920 | 1/21/2026 | ||||||||||||||||||||||||||
| 1/19/2017 | 24,500 | (4) | 984,900 | |||||||||||||||||||||||||||
| 10/18/2017 | 20,000 | (5) | 804,000 | |||||||||||||||||||||||||||
| 1/17/2018 | 28,000 | (6) | 1,125,600 | |||||||||||||||||||||||||||
| 1/17/2018 | 27,300 | (7) | 1,097,460 | |||||||||||||||||||||||||||
| 1/16/2019 | 56,000 | (8) | 2,251,200 | |||||||||||||||||||||||||||
| 1/16/2019 | 56,000 | (9) | 2,251,200 | |||||||||||||||||||||||||||
Option Exercises and Stock Vested for Fiscal Year 2019
The following table sets forth certain information with respect to stock options exercised and PSUs and RSUs that vested during 2019 for our NEOs.
| Option Awards | Stock Awards | |||||||
| Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | ||||
| O. Le Peuch | 15,000 | 92,327 | 68,600 | 2,973,015 | ||||
| K. Al Mogharbel | 1,600 | 5,432 | 111,906 | 4,828,590 | ||||
| P. Schorn | — | — | 111,906 | 4,828,590 | ||||
| H. Gharbi | 1,200 | 3,654 | 72,500 | 3,131,275 | ||||
| P. Kibsgaard | — | — | 362,891 | 15,929,762 | ||||
| S. Ayat | — | — | 121,047 | 5,313,584 | ||||
Stock Awards (Columns (d) and (e))
The following table provides details of the stock awards vested and value realized in 2019.
| Name | Grant Date | Release Date | Number of Shares | Stock Price on Release Date ($) | Value Realized on Release ($) | Description | ||||||
| O. Le Peuch | 4/20/2016 | 4/18/2019 | 4,100 | 47.195 | 193,500 | Shares underlying vested RSUs | ||||||
| 7/20/2016 | 7/19/2019 | 10,000 | 38.315 | 383,150 | Shares underlying vested RSUs | |||||||
| 4/20/2017 | 1/18/2019 | 54,500 | 43.970 | 2,396,365 | Shares underlying vested PSUs | |||||||
| K. Al Mogharbel | 1/21/2016 | 1/18/2019 | 44,015 | 43.970 | 1,935,340 | Shares underlying vested PSUs | ||||||
| 1/21/2016 | 3/12/2019 | 4,891 | 42.520 | 207,965 | Shares underlying vested PSUs | |||||||
| 7/20/2016 | 7/19/2019 | 15,000 | 38.315 | 574,725 | Shares underlying vested RSUs | |||||||
| 1/19/2017 | 1/18/2019 | 48,000 | 43.970 | 2,110,560 | Shares underlying vested PSUs | |||||||
| P. Schorn | 1/21/2016 | 1/18/2019 | 44,015 | 43.970 | 1,935,340 | Shares underlying vested PSUs | ||||||
| 1/21/2016 | 3/12/2019 | 4,891 | 42.520 | 207,965 | Shares underlying vested PSUs | |||||||
| 7/20/2016 | 7/19/2019 | 15,000 | 38.315 | 574,725 | Shares underlying vested RSUs | |||||||
| 1/19/2017 | 1/18/2019 | 48,000 | 43.970 | 2,110,560 | Shares underlying vested PSUs | |||||||
| H. Gharbi | 7/20/2016 | 7/19/2019 | 10,000 | 38.315 | 383,150 | Shares underlying vested RSUs | ||||||
| 7/19/2017 | 1/18/2019 | 62,500 | 43.970 | 2,748,125 | Shares underlying vested PSUs | |||||||
| P. Kibsgaard | 1/21/2016 | 1/18/2019 | 164,827 | 43.970 | 7,247,443 | Shares underlying vested PSUs | ||||||
| 1/21/2016 | 3/12/2019 | 18,314 | 42.520 | 778,711 | Shares underlying vested PSUs | |||||||
| 1/19/2017 | 1/18/2019 | 179,750 | 43.970 | 7,903,608 | Shares underlying vested PSUs | |||||||
| S. Ayat | 1/21/2016 | 1/18/2019 | 54,942 | 43.970 | 2,415,800 | Shares underlying vested PSUs | ||||||
| 1/21/2016 | 3/12/2019 | 6,105 | 42.520 | 259,585 | Shares underlying vested PSUs | |||||||
| 1/19/2017 | 1/18/2019 | 60,000 | 43.970 | 2,638,200 | Shares underlying vested PSUs |
Pension Benefits for Fiscal Year 2019
We maintain the following pension plans for our named executive officers and other employees, which provide for lifetime pensions upon retirement, based on years of service:
The following table and narrative disclosure set forth certain information with respect to pension benefits payable to our named executive officers.
| Name | Plan Name | Number of Years of Credited Service (#) | (1) | Present Value of Accumulated Benefits ($) | (2) | Payments During Last Fiscal Year | ||||
| O. Le Peuch | STC Pension Plan | 9.75 | 745,179 | — | ||||||
| STC Supplementary Plan | 7.25 | 1,438,592 | — | |||||||
| SLB Supplementary Plan | 1.00 | 396,337 | — | |||||||
| SLB International Staff Pension Plan | 6.50 | 2,694,348 | — | |||||||
| K. Al Mogharbel | SLB International Staff Pension Plan | 16.20 | 1,639,791 | — | ||||||
| P. Schorn | STC Pension Plan | 10.59 | 699,706 | — | ||||||
| STC Supplementary Plan | 8.67 | 1,108,094 | — | |||||||
| SLB Supplementary Plan | 4.33 | 2,674,536 | — | |||||||
| SLB USAB Pension Plan | 4.33 | 532,775 | — | |||||||
| SLB International Staff Pension Plan | 12.50 | 2,336,849 | — | |||||||
| H. Gharbi | STC Pension Plan | 4.26 | 220,077 | — | ||||||
| SLB Supplementary Plan | 1.00 | 224,828 | — | |||||||
| SLB International Staff Pension Plan | 9.80 | 1,452,778 | — | |||||||
| P. Kibsgaard | STC Pension Plan | 16.75 | 1,117,624 | — | ||||||
| STC Supplementary Plan | 4.25 | 422,435 | — | |||||||
| SLB Supplementary Plan | 11.75 | 11,677,957 | — | |||||||
| SLB International Staff Pension Plan | 3.20 | 393,540 | — | |||||||
| S. Ayat | STC Pension Plan | 14.00 | 1,058,240 | — | ||||||
| STC Supplementary Plan | 0.50 | 5,297 | — | |||||||
| SLB Supplementary Plan | 13.25 | 5,694,314 | — | |||||||
| SLB International Staff Pension Plan | 10.60 | 846,759 | — |
Tax-Qualified Pension Plans
The STC Pension Plan and the SLB USAB Pension Plan are U.S. tax-qualified pension plans. The SLB USAB Pension Plan, the material terms of which are described below, has similar, but not identical, terms to the STC Pension Plan. Employees may participate in any one of these plans during the course of their careers with Schlumberger, in which case they become entitled to a pension from each such plan based upon the benefits accrued during the years of service related to such plan. These plans are funded through cash contributions made by the Company and its subsidiaries based on actuarial valuations and regulatory requirements. Benefits under these plans are based on an employee’s admissible compensation (generally base salary and cash incentive) for each year in which an employee participates in the plan, and the employee’s length of service with Schlumberger.
Since January 1, 1989, the benefit earned under the STC Pension Plan has been 1.5% of admissible compensation for service prior to the employee’s completion of 15 years of active service and 2% of admissible compensation for service after completion of 15 years of active service. Since 2009, the benefit earned under the SLB USAB Pension Plan has been 3.5% of admissible compensation for all service. Normal retirement under these plans is at age 65; however, early retirement with a reduced benefit is possible at age 55 or as early as age 50 with 20 years of service. Mr. Schorn and Mr. Kibsgaard are eligible for early retirement with a reduced pension. Additionally, under the “rule of 85,” an employee or executive officer who terminates employment after age 55 and whose combined age and service is 85 or more, is eligible for retirement with an unreduced pension. Mr. Le Peuch and Mr. Ayat are eligible for retirement with an unreduced pension under the rule of 85. The benefits are usually paid as a lifetime annuity.
In 2004, we amended the STC Pension Plan to generally provide that employees hired on or after October 1, 2004 would not be eligible to participate. Newly-hired employees are eligible to participate in an enhanced defined contribution plan, which provides a Company contribution, depending on an employee’s 401(k) contribution and the profitability of the Company in a given year.
Schlumberger Supplementary Benefit Plans—Nonqualified Pension
The SLB Supplementary Plan and the STC Supplementary Plan each provide non-tax-qualified pension benefits. Each of these plans, which have substantially identical terms, provides an eligible employee with benefits equal to the benefits that the employee is unable to receive under the applicable qualified pension plan due to the Internal Revenue Code limits on (i) annual compensation that can be taken into account under qualified plans and (ii) annual benefits that can be provided under qualified plans.
The retirement age under nonqualified pension plans is the same as under the tax-qualified pension plans. These benefits are subject to forfeiture if the employee leaves the Company or its subsidiaries before the age of 50 with five years of service, engages in certain dishonest acts or has violated a confidentiality arrangement involving the Company or its affiliates. Mr. Le Peuch and Mr. Ayat are eligible for retirement with an unreduced pension under the rule of 85, described above. Nonqualified plan reduced benefits are paid to an employee upon separation from service, provided the employee has attained the age of 55, or if earlier, the age of 50 with 20 years of service. Payment is made as a joint and survivor annuity, if married; otherwise, payment is made as a life-only annuity. Payment to key employees is delayed six months following separation from service. These nonqualified plan benefits are payable in cash from the Company’s general assets and are intended to qualify as “excess benefit plans” exempt from certain requirements of Title I of the Employee Retirement Income Security Act of 1974 (ERISA).
International Staff Pension Plan
Recognizing the need to maintain a high degree of mobility for certain of the Company’s employees who otherwise would be unable to accumulate any meaningful pension because they are required to work in many different countries, the Company maintains the SLB International Staff Pension Plan for such employees. All of the Company’s named executive officers have either been in the SLB International Staff Plan at some time during their career prior to becoming an executive officer or are in the plan because of their current assignment. This plan provides for a lifetime annuity upon retirement based on a specified number of years of service. The plan is funded through cash contributions made by the Company or its subsidiaries, along with mandatory contributions by employees.
Prior to January 2010, benefits under this plan were based on a participant’s admissible compensation (base salary, geographical or rotational coefficient, as applicable, and cash incentive) for each year in which the employee participated in the plan and the employee’s length of service. The benefit earned up to December 31, 2009 is 2.4% of admissible compensation prior to completion of 15 years of service, and 3.2% of admissible compensation for each year of service after 15 years. Following the completion of 20 years of service, the benefit earned with respect to the first 15 years of service is increased to 3.2%. Benefits are payable upon normal retirement age, at or after age 55, or upon early retirement with a reduction, at or after age 50 with 20 years of service. Mr. Le Peuch and Mr. Ayat are eligible for normal retirement with no reduction. Mr. Schorn and Mr. Kibsgaard are eligible for early retirement with a reduced pension.
Since January 1, 2010, the benefit earned has been equal to 3.5% of admissible compensation regardless of an employee’s years of service. Benefits earned on or after this date are payable upon normal retirement age, at or after age 60, or upon early retirement with a reduction, at or after age 55.
Nonqualified Deferred Compensation for Fiscal Year 2019
The following table and narrative disclosure set forth certain information with respect to nonqualified deferred compensation payable to the NEOs.
| Name | Plan Name | Executive Contributions in Last FY ($) | (1) | Company Contributions in Last FY ($) | (2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | (3) | ||||||
| O. Le Peuch | SLB Supplementary Plan | — | — | 15,716 | — | 94,286 | |||||||||
| SLB Restoration Savings Plan | 334,918 | 33,492 | 72,150 | �� | — | 1,120,588 | |||||||||
| International Staff Plan | — | — | 234,904 | — | 1,306,540 | ||||||||||
| K. Al Mogharbel | SLB Supplementary Plan | — | — | 28,266 | — | 148,433 | |||||||||
| SLB Restoration Savings Plan | 232,119 | 55,709 | 117,308 | — | 1,564,125 | ||||||||||
| International Staff Plan | — | — | 117,805 | — | 655,235 | ||||||||||
| P. Schorn | STC Supplementary Plan | — | — | 62,007 | — | 502,515 | |||||||||
| STC Restoration Savings Plan | — | — | 88,049 | — | 896,511 | ||||||||||
| International Staff Plan | — | — | 58,482 | — | 325,275 | ||||||||||
| H. Gharbi | SLB Restoration Savings Plan | 42,161 | 21,081 | 25,547 | — | 67,709 | |||||||||
| International Staff Plan | — | — | 111,401 | — | 619,614 | ||||||||||
| P. Kibsgaard | SLB Supplementary Plan | — | — | 234,845 | — | 1,408,930 | |||||||||
| SLB Restoration Savings Plan | — | — | 4,227 | — | 95,630 | ||||||||||
| International Staff Plan | — | — | 30,736 | — | 170,952 | ||||||||||
| S. Ayat | SLB Supplementary Plan | — | — | 108,305 | — | 784,897 | |||||||||
| SLB Restoration Savings Plan | 323,430 | 32,343 | 460,804 | — | 3,606,106 | ||||||||||
| International Staff Plan | — | — | 345,260 | — | 1,953,421 |
SLB Supplementary Benefit Plan—Non-Qualified Profit Sharing
The SLB Supplementary Plan provides certain non-tax-qualified defined contribution benefits for eligible employees, including named executive officers. Schlumberger Technology Corporation, an indirect wholly-owned subsidiary of Schlumberger Limited, maintains the STC Supplementary Plan with substantially identical terms.
The SLB Supplementary Plan and the STC Supplementary Plan provide an eligible employee with discretionary Company profit sharing contributions that are not permissible under the applicable tax-qualified plan due to Internal Revenue Code limits on (1) annual compensation that can be taken into account under the qualified plan and (2) annual benefits that can be provided under the qualified plan. These nonqualified plan benefits are credited with earnings and losses as if they were invested in the qualified plan, with the same employee investment elections as the qualified plan. An employee forfeits all rights under the non-qualified plans if the employee terminates employment before completing four years of service, engages in certain dishonest acts or has violated a confidentiality arrangement involving the Company or its affiliates. These nonqualified plan benefits are paid in a lump-sum payment following the end of the year in which the employee terminates active service, or the employee can elect to receive payment in installments of five or ten years following the termination of service. If the employee dies before full payment of these benefits, the unpaid benefits are paid in a lump sum to the beneficiaries designated under the applicable qualified plan. Payment to key employees is delayed six months following separation from service.
SLB Restoration Savings Plan
The SLB Restoration Savings Plan, a non-qualified deferred compensation plan, provides certain defined contribution benefits for the named executive officers and other eligible employees. The SLB Restoration Savings Plan allows an eligible employee to defer compensation (and receive an associated employer match) that the employee cannot defer under the applicable tax-qualified plan because of Internal Revenue Code limits on the amount of compensation that can be taken into account. Schlumberger Technology Corporation maintains the STC Restoration Savings Plan with substantially identical terms.
An eligible employee may elect in advance to defer a percentage (from 1% to 50%) of his or her compensation (generally base salary and cash incentive) over the Internal Revenue Code annual compensation limits. The election cannot be changed during the year. The Company makes an annual matching contribution with respect to each employee’s deferrals for a year, if the employee is still employed by the Company or an affiliate on the last day of the year. For employees who participate in a Schlumberger pension plan, the amount of the matching contribution is equal to one-half of the first 6% deferred by the employee in profitable years. For employees who do not participate in a Schlumberger pension plan, the matching contribution is 100% of the first 6% deferred by the employee. The match is made each payroll period and is not contingent on profitability of the Company. Employees’ accounts are credited with earnings, calculated to mirror the earnings of the relevant funds under the Schlumberger Master Profit Sharing Trust as chosen by the employee. If the employee is eligible for the SLB Savings and Profit Sharing Plan, matching contributions and related earnings vest based on the employee’s years of service, as follows:
If the employee is eligible for the SLB Savings and Profit Sharing Plan for U.S. Taxpayers Employed Abroad, matching contributions and related earnings vest based on the employee’s years of service, as follows:
An employee’s account fully vests on his or her death, his or her 60th birthday or plan termination. An employee’s vested account balance is paid in a single lump sum (subject to tax withholding) following the participant’s death, qualifying disability, retirement or other qualifying termination of employment or, subject to certain limitations, the employee can elect to receive payment in installments of five or ten years following the termination of employment. However, an employee forfeits all benefits under the plan if a determination is made that the employee has engaged in certain dishonest acts or violated a confidentiality arrangement involving Schlumberger or its affiliates. Payment to key employees is delayed six months following separation from service.
SLB International Staff Profit-Sharing Plan
Schlumberger maintains the SLB International Staff Profit-Sharing Plan, which provides for an annual employer contribution based on admissible compensation (base salary, geographical or rotational coefficient, as applicable, and cash incentive). Amounts allocated to the participants’ accounts share in investment gains and/or losses of the trust fund and are generally distributed in a lump sum upon the satisfaction of certain conditions on termination of employment. Benefits earned under the SLB International Staff Profit-Sharing Plan will be forfeited upon a determination by the SLB International Staff Profit-Sharing Plan’s administrator that the employee’s separation from service was due to circumstances of fraud or misconduct detrimental to the Company, an affiliate or any customer.
Pay Ratio of CEO to Median Employee
In accordance with SEC rules, we are providing the ratio of the total compensation of Mr. Kibsgaard, our former CEO, to the annual total compensation of our median employee. Based on the methodology described below, our former CEO’s total compensation for the full year 2019 was 313 times that of our median employee.
We had two CEOs during 2019. For purposes of the CEO pay ratio calculation, we used the total compensation paid to Mr. Kibsgaard, our CEO on October 1, 2017, our median employee identification date, for the full year 2019. Pursuant to Mr. Kibsgaard’s agreement with the Company as described in “Compensation Discussion and Analysis—Agreements with Former NEOs” on page 42, Mr. Kibsgaard’s compensation with respect to the five-month period following his retirement was consistent with his compensation for the seven-month period in 2019 in which he served as CEO; therefore, we determined that Mr. Kibsgaard’s annualized 2019 compensation equaled his actual total compensation for the full year 2019 as reported in the “Total” column of our 2019 Summary Compensation Table included in this proxy statement: $22,247,160.
In 2019, we used the same median employee identified for purposes of our 2018 CEO pay ratio disclosure, as permitted under SEC rules, because we believe the changes to our employee population and compensation arrangements in 2019 have not significantly impacted our pay ratio disclosure. Our 2019 and 2018 median employee was in the same pay grade and in a similar position to the median employee that we had identified as of October 1, 2017, but was not the same employee as was used in 2017, because the 2017 median employee was promoted in 2018.
As in 2018, our median employee for 2019 was a full-time, salaried employee working in Colombia as a Field Engineer. We calculated all of the elements of that employee’s compensation for 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. We then converted the total compensation of the median employee using a blended exchange rate representing the average exchange rate from January 1, 2019 to December 31, 2019, resulting in an exchange rate of 3,293 Colombian Pesos to each U.S. dollar. The resulting 2019 total compensation of our median employee was $71,021.
The pay ratio set forth above is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources systems of record and the methodology described above. Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio that we report above, as other companies may have different employment and compensation practices, different types of workforce, and operate in different countries, and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Potential Payments Upon Termination or Change in Control for Fiscal Year 2019
No Additional Payments Upon Termination or Change in Control
Our named executive officers generally receive the same benefits as our other employees. As is the case with other compensation arrangements, any differences are generally due to local (country-specific) requirements. In line with this practice, our currently serving named executive officers do not have employment agreements, “golden parachutes” or change in control agreements. The Company’s executive officers serve at the will of the Board, which enables the Company to terminate their employment using judgment as to the terms of any severance arrangement and based on specific circumstances at the time they cease being executive officers.
All employees who receive equity awards, including our NEOs, are subject to the same terms and conditions in the event of a termination or change in control, except for certain stock options that were assumed in connection with our acquisition of Cameron, none of which are held by the NEOs.
Termination of Employment
Stock Options
This section summarizes the consequences for NEOs and other employees under our omnibus incentive plans and standard form of stock option award agreement in the event an option holder’s employment terminates.
Notwithstanding the vesting and exercisability provisions described above, an option holder may forfeit his or her right to exercise stock options, and may have certain prior option exercises rescinded, if he or she engages in “detrimental activity” within one year after termination of employment (or five years after termination of employment in the event of retirement or disability).
If an option holder dies following termination of employment, but during the period in which he or she would otherwise be able to exercise the option, then the person entitled under the option holder’s will or by the applicable laws of descent and distribution will be entitled to exercise an outstanding option until the earlier of (i) 60 months following the date of his or her termination of employment or (ii) the expiration of the original term. Death following termination of employment will not result in any additional vesting, so that the option will be exercisable to the extent provided in the matrix above based on the circumstances of his or her termination of employment.
PSUs
This section summarizes the consequences for NEOs holding PSUs granted under the Company’s 2010 Omnibus Stock Incentive Plan, 2013 Omnibus Stock Incentive Plan and 2017 Omnibus Stock Incentive Plan and subject to the Company’s standard form of ROCE PSU award or FCF Conversion PSU award, as applicable, in the event the PSU holder’s employment terminates.
2019 and 2020 FCF Conversion PSUs; ROCE PSUs
FCF Conversion PSUs granted in 2019 and 2020 and all ROCE PSUs are treated as follows upon the holder’s termination of employment with the Company and its subsidiaries prior to the vesting date (i.e., the third anniversary of the grant date).
2017 and 2018 FCF Conversion PSUs
FCF Conversion PSUs granted in 2017 and 2018 are treated as follows upon the holder’s termination of employment with the Company and its subsidiaries prior to the conversion date (the second anniversary of the grant date, when such FCF Conversion PSUs are converted, if at all, into shares of restricted stock based on performance) or the vesting date (the first anniversary of the date that restricted shares are received following the conversion date).
For these purposes,“retirement,” “early retirement,” “special retirement” and “disability” have the meanings assigned to such terms in the applicable award agreements.
Change in Control
Stock Options
Pursuant to Schlumberger’s omnibus incentive plans and standard form of stock option award agreement (other than awards issued under the 2010 Omnibus Stock Incentive Plan, the 2013 Omnibus Stock Incentive Plan and the 2017 Omnibus Stock Incentive Plan), in the event of any reorganization, merger or consolidation wherein Schlumberger is not the surviving corporation, or upon the liquidation or dissolution of Schlumberger, all outstanding stock option awards will, unless alternate provisions are made by Schlumberger in connection with the reorganization, merger or consolidation for the assumption of such awards, become fully exercisable and vested, and all holders will be permitted to exercise their options for 30 days prior to the cancellation of the awards as of the effective date of such event. Under our 2010 Omnibus Stock Incentive Plan, our 2013 Omnibus Stock Incentive Plan and 2017 Omnibus Stock Incentive Plan, the Compensation Committee retains the discretion to adjust outstanding awards in the event of corporate transactions and outstanding options may be, but are not required to be, accelerated upon such a transaction.
The following table sets forth the intrinsic value of the unvested stock options held by each NEO as of December 31, 2019 that would become vested upon the occurrence of death, disability or a change in control in which Schlumberger is not the surviving entity and alternative provisions are not made for the assumption of awards, as described in the preceding paragraphs. Due to the number of factors that affect the nature and amount of any benefits provided upon these events, any amounts actually paid or distributed may be different. Factors that could affect these amounts include the time during the year of any such event and the price of Schlumberger common stock.
If Schlumberger merges or consolidates with another entity and is the surviving entity, then a holder of stock options granted pursuant to Schlumberger’s stock options plans will be entitled to receive, upon exercise or vesting, in lieu of the number of shares with respect to which the award is exercisable or vested, the number and class of shares of stock or other securities that the holder would have been entitled to receive under the terms of such merger or consolidation if, immediately prior to such event, such holder had been the holder of record of the number of shares of Schlumberger common stock equal to the number of shares as to which such award is then exercisable or vested.
PSUs and RSUs
Under our 2010 Omnibus Stock Incentive Plan, 2013 Omnibus Stock Incentive Plan and 2017 Omnibus Stock Incentive Plan, in the event of a merger, consolidation, acquisition of property or stock, separation, spinoff, reorganization or liquidation, our Board may, in its sole discretion, (1) provide for the acceleration of the vesting of any awards, including RSUs and PSUs, or (2) decide to cancel any awards, including RSUs and PSUs, and deliver cash to the holders in an amount that our Board determines in its sole discretion is equal to the fair market value of such awards on the date of such event. However, no current agreement with respect to the RSUs and PSUs currently provides for any definitive special treatment upon such a merger, consolidation, acquisition of property or stock, separation, spinoff, reorganization or liquidation.
The following table sets forth the value of the unvested RSUs and unvested PSUs at target held by each NEO at December 31, 2019 that would become vested upon the occurrence of a merger, consolidation, acquisition of property or stock, separation, spinoff, reorganization or liquidation assuming that the Board elects to accelerate the vesting of RSUs and PSUs as provided in the previous paragraph. Due to the various factors that could affect the nature and amount of any benefits provided upon these events, any amounts actually paid or distributed may be different. Factors that could affect these amounts include the price of Schlumberger common stock and achievement by the Company of the relevant performance metric.
Retirement Plans
Schlumberger’s pension plans and non-qualified deferred compensation plans include the same terms and conditions for all participating employees in the event of a termination or change in control. Other than the Schlumberger Restoration Savings Plan, none of Schlumberger’s non-qualified plans provide for the accelerated payment of benefits upon a change in control. For more information on these plans, see the Pension Benefits for Fiscal Year 2019 table and accompanying narrative above and the Nonqualified Deferred Compensation for Fiscal Year 2019 table and accompanying narrative above.
The following table sets forth the amounts as of December 31, 2019 of benefit payments that would be accelerated under the Schlumberger Restoration Savings Plan upon a change in control.
Retiree Medical
Subject to satisfying certain age, service and contribution requirements, most U.S. employees are eligible to participate in a retiree medical program. Generally, this program provides comprehensive medical, prescription drug and vision benefits for retirees and their dependents until attaining age 65. Historically, for Schlumberger employees who turned age 40 prior to 2014, and excluding those employees who became Schlumberger employees as a result of the Smith acquisition, retiree medical benefits continue beyond age 65, at which time Medicare becomes primary and the Schlumberger plan becomes secondary, paying eligible charges after Medicare has paid. However, effective April 1, 2015, participants who reach age 65 no longer continue in Schlumberger medical coverage after reaching age 65, but instead receive an annual contribution to a health reimbursement arrangement that can be used to purchase Medicare supplemental coverage and pay other tax-deductible expenses.
Agreements with Former NEOs
See “Compensation Discussion and Analysis—Agreements with Former NEOs” on page 42 for details regarding our agreements with Messrs. Kibsgaard and Ayat.
Director Compensation in Fiscal Year 2019
Our director compensation philosophy is to appropriately compensate our non-employee directors for the time, expertise and effort required to serve as a director of a large and complex global company, and to align the interests of our directors with those of our long-term stockholders.shareholders. Directors who are SLB employees do not receive compensation for serving on the Board.
Annual payments
Non-employee directors receive the following cash compensation:
| • | an annual cash retainer of $115,000; | |
| • | an annual fee of $10,000 for each committee membership; | |
| • | if the director is the chair of a committee, an annual fee of $20,000 in lieu of the fee for committee membership; and | |
| • | if the director is the independent Board Chairman, an additional $100,000 annual cash fee. |
SLB annually grants shares of our common stock valued at approximately $190,000 for each non-employee director, or $290,000 for the independent Board Chairman. The shares are made aftervalued based on our closing stock price on the last business day of April of the grant year.
For 2022, our non-employee directors are elected by stockholders. received the following grants of our common stock effective May 2, 2022:
| • | 4,871 shares to each non-employee director serving on that date (except for Mr. Papa and Ms. Narayanan, as discussed below); and | |
| • | 7,434 shares to Mr. Papa, our independent Board Chairman. |
The following table provides information on the compensation paid to our non-employee directors in 2022.
| Name | Fees Earned or Paid in Cash ($) | (1) | Stock Awards ($) | (2) | Total ($) | |||
| Peter Coleman | 135,000 | 190,505 | 325,505 | |||||
| Patrick de La Chevardière | 145,000 | 190,505 | 335,505 | |||||
| Miguel Galuccio | 135,000 | 190,505 | 325,505 | |||||
| Samuel Leupold | 145,000 | 190,505 | 335,505 | |||||
| Tatiana Mitrova | 145,000 | 190,505 | 335,505 | |||||
| Maria Moræus Hanssen | 155,000 | 190,505 | 345,505 | |||||
| Vanitha Narayanan | 135,000 | 190,505 | 325,505 | |||||
| Mark Papa | 235,000 | 290,744 | 525,744 | |||||
| Henri Seydoux(3) | 14,579 | — | 14,579 | |||||
| Jeff Sheets | 145,000 | 190,505 | 335,505 | |||||
| Ulrich Spiesshofer | 135,000 | 190,505 | 325,505 |
| (1) | The amounts reported reflect cash fees actually paid in 2022. Ordinarily, the annual cash retainer is paid in cash, but non-employee directors can elect to have their retainer paid in stock or deferred under the SLB 2004 Stock and Deferral Plan for Non-Employee Directors. In 2022, Ms. Narayanan deferred receipt of 100% of her cash director fees until the date she ceases to be an SLB director. |
| (2) | The amounts reported reflect the aggregate grant date fair value of the stock awards computed in accordance with applicable accounting standards, based on the closing stock price on the applicable grant date. Amounts rounded to nearest dollar. A non-employee director may elect to defer the receipt of all or part of a stock award under the SLB 2004 Stock and Deferral Plan for Non-Employee Directors. In 2022, Ms. Narayanan deferred receipt of 100% of her annual stock award until the date she ceases to be an SLB director. |
| (3) | Did not stand for re-election at our 2022 AGM. |
Non-employee directors who begin their Board, Board Chair, committee or committee chair service other than immediately followingafter the annual general meeting of stockholdersAGM receive a prorated amount of annual compensation. Directors who are employees of Schlumberger do not receive compensation for serving on the Board.
Director Pay Components
Non-employee directors receive an annual cash retainer of $115,000 plus an additional annual fee of $10,000 for membership on a committee. The chair of each committee receives an additional annual fee of $20,000 in lieu of the additional annual fee of $10,000 for committee membership. In August 2019, Mr. Papa began receiving an additional $100,000 annually, reflecting his additional responsibilities as the Board’s non-executive Chairman. Mr. Currie hasSLB also earned an additional $50,000 annually, reflecting his additional responsibilities as the Board’s lead independent director.
Additionally, Schlumberger’s practice is to grant each newly-appointed or elected non-employee director (includingreimburses non-employee directors re-elected atfor travel and other business expenses incurred in the annual general meeting) sharesperformance of Schlumberger common stock valued at approximately $190,000 (or $290,000their services for the non-executive Chairman of the Board) each April.us.
2019
| 2023 Proxy Statement | 25 |
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Our Compensation Committee annually reviews and periodically recommends updates to our non-employee director compensation, programand periodically recommends that the Board approve updates to our Board for approval. Thedirector pay. In 2022, the Committee’s recommendation takesdirector pay review took into account multiple factors including our director compensation philosophy, changes in market practices, the continued expansion of director and consultationcommittee chair responsibilities, consultations with the Committee’s independent compensation consultant, Pay Governance. In 2019, the Committee reviewed non-employee director compensation taking into account multiple factors including director pay practices at publicly-traded companiesGovernance, and continued expansion of director and independent committee chair responsibilities.feedback received during our shareholder engagements. Based on that review, the Committee determined that no changes in non-employee director compensation were necessary for 2019 (other than2022. The Committee has not increased the additionaldirectors’ annual cash retainer, committee chair or membership fees, or annual stock grant value since 2017 (except in connection with separating the Chairman and CEO roles in 2019).
While the Committee is aware that other jurisdictions may have differing director compensation practices, the Committee believes it is in the best interests of SLB and our shareholders as a whole to align to market practice among NYSE-listed companies and companies with a large U.S. shareholder base. The Committee also believes that the interests of our non-employee directors are most aligned with the interests of our shareholders when a significant portion of director compensation is paid through stock award togrants.
The Board believes that ownership of SLB stock by our directors aligns their interests with the non-executive Chairmaninterests of our shareholders. Accordingly, the Board has established a guideline that each effective August 2019).non-employee director must, within five years of joining the Board, own a minimum dollar value of shares of SLB common stock equal to five times (5x) that director’s annual cash retainer. As of January 31, 2023, each of our non-employee directors who has been a Board member for at least five years was in compliance with these stock ownership guidelines.
Non-employee directors may elect to defer all or a portion of their annual stock or cash awards through the SchlumbergerSLB 2004 Stock and Deferral Plan for Non-Employee Directors (the “DirectorsDirectors Stock Plan”Plan). When directors elect to defer their stock award, their deferred compensation account is credited with a number of “stock units.” Each stock unit is equal in value to a share of our common stock, but because it is not an actual share of our common stock it does not have any voting rights. When directors elect to defer their cash award, they may choose to invest such deferred cash compensation into either (i) SchlumbergerSLB common stock, (ii) money market equivalents, or (iii) an S&P 500 equivalent. Deferrals into a stock account are credited with dividend equivalents in the form of cash to be paid at the time of vesting and deferrals into the cash account are credited with gains or losses based on the monthly performance of the various investment options described above. Following retirement from our Board and depending on the director’s election, a non-employee director may receive the deferred compensation on the date of the director’s retirement or a date that is one year following the date of the director’s retirement.
Although our Directors Stock Plan provides that annual stock awards to non-employee directors may be in the form of shares of common stock, shares of restricted common stock or restricted stock units, our practice has been to issue only shares of common stock. Our directors have never received restricted common stock or restricted stock units as director compensation.
| 2023 Proxy Statement |
The following table providessets forth information onknown to us with respect to beneficial ownership of our common stock as of January 31, 2023 by (i) each director and director nominee, (ii) each named executive officer, and (iii) all executive officers (as defined in Rule 3b-7 of the compensation paid to our non-employeeSecurities Exchange Act of 1934, as amended (the Exchange Act)), and directors in 2019.as a group (the D&O Group).
| Name | Fees Earned or Paid in Cash ($) | (1) | Stock Awards ($) | (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | (3) | |||||||
| Peter L.S. Currie | 195,000 | 184,180 | — | — | — | 20,185 | (4) | 399,365 | |||||||||
| Patrick de La Chevardière(5) | 35,045 | — | (5) | — | — | — | — | 35,045 | |||||||||
| Miguel Galuccio | 145,000 | 184,180 | — | — | — | — | 329,180 | ||||||||||
| V. Maureen Kempston Darkes(6) | 13,050 | — | — | — | — | — | 13,050 | ||||||||||
| Nikolay Kudryavtsev | 145,000 | 184,180 | — | — | — | 20,298 | (4) | 349,478 | |||||||||
| Michael E. Marks(6) | 11,250 | — | — | — | — | — | 11,250 | ||||||||||
| Tatiana A. Mitrova | 132,500 | 184,180 | — | — | — | — | 316,680 | ||||||||||
| Indra K. Nooyi | 145,000 | 184,180 | — | — | — | — | 329,180 | ||||||||||
| Lubna S. Olayan | 142,500 | 184,180 | — | — | — | — | 326,680 | ||||||||||
| Mark G. Papa(7) | 207,569 | (8) | 258,774 | — | — | — | — | 466,343 | |||||||||
| Leo Rafael Reif | 155,000 | 184,180 | — | — | — | 18,085 | (4) | 357,265 | |||||||||
| Jeff W. Sheets(5) | 35,045 | — | (5) | — | — | — | — | 35,045 | |||||||||
| Henri Seydoux | 145,000 | 184,180 | — | — | — | — | 329,180 |
The number of shares beneficially owned as of January 31, 2023 includes shares of SLB common stock that the individual has the right to acquire within 60 days of January 31, 2023, including exercisable options to purchase our common stock, as well as RSUs and PSUs that will vest within 60 days. The table below does not include (i) shares of SLB common stock deferred under the Directors Stock Plan, or (ii) the number of shares earned but not yet issued under our 2020 ROCE PSUs, because SLB will finally determine the number of shares earned after the applicable comparator companies disclose their full-year audited 2022 results, as described under “Compensation Discussion and Analysis—Elements of 2022 Total Direct Compensation—Long-Term Equity Incentive Awards—Payouts Under Prior LTI Awards—PSUs Vesting in 2023” beginning on page 43 of this proxy statement. These same policies apply to the aggregate calculation for the D&O Group.
| Beneficial Ownership of SLB Common Stock | |||||
| Name | Number of Shares | (1) | Percentage of Class | ||
| Khaled Al Mogharbel (NEO) | 645,725 | (2) | <1% | ||
| Ashok Belani (NEO) | 707,357 | (3) | <1% | ||
| Stephane Biguet (NEO) | 313,495 | (4) | <1% | ||
| Peter Coleman | 10,606 | <1% | |||
| Patrick de La Chevardière | 25,460 | <1% | |||
| Miguel Galuccio | 34,660 | <1% | |||
| Olivier Le Peuch (NEO) | 904,916 | (5) | <1% | ||
| Samuel Leupold | 12,143 | <1% | |||
| Abdellah Merad (NEO) | 268,357 | (6) | <1% | ||
| Tatiana Mitrova | 29,144 | <1% | |||
| Maria Moræus Hanssen | 13,152 | <1% | |||
| Vanitha Narayanan | 3,695 | <1% | |||
| Mark Papa | 68,286 | <1% | |||
| Dianne Ralston (NEO) | 86,948 | <1% | |||
| Jeff Sheets | 25,460 | <1% | |||
| Ulrich Spiesshofer | 8,566 | <1% | |||
| All directors and executive officers as a group (24 persons) | 3,292,541 | (7) | <1% | ||
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) | |
| (6) | |
| (7) | Includes options to purchase 1,079,990 SLB shares, all of which are held by our executive officers. Excludes shares owned by Mr. |
Director Stock Ownership Guidelines
The Board believes that ownership of Schlumberger stock by Board members aligns their interests with the interests of our stockholders. Accordingly, the Board has established a guideline that each non-employee Board member must, within five years of joining the Board, own at least 10,000 shares of Schlumberger common stock. As of December 31, 2019, each of our non-employee director nominees who has been a Board member for at least five years was in compliance with these stock ownership guidelines.
| 27 |
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Equity Compensation Plan Information
The table below sets forth the following information as of December 31, 2019 for all equity compensation plans approved and not approved by our stockholders.
| Plan category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted-average exercise price of such outstanding options, warrants and rights | (1) | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||
| Equity compensation plans approved by security holders | 44,125,341 | (2) | 76.12 | 46,629,195 | (2) | |||||||
| Equity compensation plans not approved by security holders(3) | 2,143,535 | 65.96 | — | |||||||||
| TOTAL | 46,268,876 | (2) | 75.65 | 46,629,195 | (2) | |||||||
Equity compensation plans approved by Schlumberger stockholders include the Directors Stock Plan; the 2017 Schlumberger Omnibus Stock Incentive Plan, as amended and restated; the 2013 Schlumberger Omnibus Stock Incentive Plan, as amended and restated; the 2010 Schlumberger Omnibus Stock Incentive Plan, as amended and restated; the French Sub Plan under the 2010, 2013 and 2017 Schlumberger Omnibus Stock Incentive Plans, as amended and restated; the Schlumberger Discounted Stock Purchase Plan, as amended; the Schlumberger 2008 Stock Incentive Plan, as amended and restated; the Schlumberger 2005 Stock Incentive Plan, as amended and restated; and the Schlumberger 2001 Stock Option Plan, as amended and restated.
Following completion of the audit procedures performed by PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, we are submitting the following for approval by our stockholders, as required by Curaçao law:
These items are included in our 2019 Annual Report to Stockholders, which is provided concurrently with this proxy statement. Stockholders should refer to these items in considering this agenda item.
Required Vote
A majority of the votes cast is required for the approval of the financial results as set forth in the financial statements and of the declaration of dividends by the Board as reflected in our 2019 Annual Report to Stockholders.
Brokers have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker may vote on this proposal in its discretion.
| The Board of Directors Recommends a Vote |
PricewaterhouseCoopers LLP has been selected by the Audit Committee as the independent registered public accounting firm to audit the annual financial statements of the Company for the year ending December 31, 2020. Although ratification is not required by our bylaws or otherwise, as a matter of good corporate governance, we are asking our stockholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent auditor for the year ending December 31, 2020. If the appointment is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm.
A representative of PricewaterhouseCoopers LLP is expected to attend our 2020 annual general meeting of stockholders, and will be available to respond to appropriate questions.
Fees Paid to PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP has billed the Company and its subsidiaries the fees set forth in the table below for:
| Year Ended December 31, | ||||||||
| (in thousands) | 2019 | 2018 | ||||||
| Audit Fees(1) | $ | 14,376 | $ | 13,982 | ||||
| Audit-Related Fees(2) | 469 | 430 | ||||||
| Tax Fees(3) | 2,701 | 3,613 | ||||||
| All Other Fees(4) | 51 | 81 | ||||||
| TOTAL | $ | 17,597 | $ | 18,106 | ||||
The Audit Committee considers the provision of services by PricewaterhouseCoopers LLP not related to the audit of the Company’s annual financial statements and reviews of the Company’s interim financial statements when evaluating PricewaterhouseCoopers LLP’s independence.
Audit Committee’s Pre-Approval Policy and Procedures
The Audit Committee pre-approves all services provided to the Company and its subsidiaries by Schlumberger’s independent registered public accounting firm. The Audit Committee has adopted a schedule for annual approval of the audit and related audit plan, as well as approval of other anticipated audit-related services; anticipated tax compliance, tax planning and tax advisory services; and other anticipated services. In addition, the Audit Committee (or an authorized committee member acting under delegated authority of the committee) will consider any proposed services not approved as part of this annual process. During 2019 and 2018, all audit and non-audit services were pre-approved by the Audit Committee.
Required Vote
A majority of the votes cast is required to approve this Item 4.
Brokers have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will vote on this proposal in its discretion.
| The Board of Directors Recommends a Vote |
During 2019, the Audit Committee periodically reviewed and discussed the Company’s consolidated financial statements with Company management and PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, including matters raised by the independent registered public accounting firm pursuant to applicable Public Company Accounting Oversight Board (“PCAOB”) requirements. The Audit Committee also discussed with Company management and PricewaterhouseCoopers LLP the evaluation of the Company’s reporting and internal controls undertaken in connection with certifications made by the Company’s Chief Executive Officer and Chief Financial Officer in the Company’s periodic SEC filings pursuant to the Sarbanes-Oxley Act of 2002. The Audit Committee also reviewed and discussed such other matters as it deemed appropriate, including the Company’s compliance with Section 404 and other relevant provisions of the Sarbanes-Oxley Act of 2002 and rules adopted or proposed to be adopted by the SEC and the NYSE. The Audit Committee also reviewed with PricewaterhouseCoopers LLP the matters required to be discussed by the independent registered public accounting firm with the Audit Committee under applicable requirements of the PCAOB and the SEC.
PricewaterhouseCoopers LLP provided the Audit Committee with the required PCAOB disclosures and letters concerning its independence with respect to the Company, and the Committee discussed PricewaterhouseCoopers LLP’s independence with them.
Based on the foregoing reviews and discussions, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on January 22, 2020.
The following table sets forth information as of December 31, 20192022 (except as otherwise noted) with respect to persons known by us to be the beneficial owners of more than 5% of our common stock, based solely on the information reported by such persons in their Schedule 13D and 13G filings with the SEC.
For each entity included in the table below, percentage ownership is calculated by dividing the number of shares reported as beneficially owned by such entity by the 1,387,980,6081,428,189,537 shares of our common stock outstanding on January 31, 2020.2023.
| Beneficial Ownership of Common Stock | |||
| Name and Address | Number of Shares | Percentage of Class | |
| The Vanguard Group(1) | 114,027,924 | 8.2% | |
| 100 Vanguard Blvd. Malvern, PA 19355 | |||
| BlackRock, Inc.(2) | 91,439,070 | 6.6% | |
| 55 East 52nd Street New York, NY 10055 | |||
| Beneficial Ownership of SLB Common Stock | ||||
| Name and Address | Number of Shares | Percentage of Class | ||
| The Vanguard Group(1) 100 Vanguard Blvd. Malvern, PA 19355 | 125,139,611 | 8.8% | ||
| BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055 | 107,803,887 | 7.5% | ||
| State Street Corporation(3) State Street Financial Center One Lincoln Street Boston, MA 02111 | 86,680,330 | 6.1% | ||
| (1) | Based solely on a Statement on Schedule 13G/A filed on February |
| (2) | Based solely on a Statement on Schedule 13G/A filed on |
| (3) | Based solely on a Statement on Schedule 13G/A filed on February 7, 2023. Such filing indicates that State Street Corporation has shared voting power with respect to 79,798,276 shares and shared investment power with respect to 86,299,734 shares. |
| 28 | 2023 Proxy Statement |
Our Board is asking you to vote, on an advisory basis, on whether future advisory votes on executive compensation (as reflected in Item 3 below) should occur every year, every two years or every three years. This item, which is provided pursuant to Section 14A of the Exchange Act, is commonly referred to as a “say-on-frequency” resolution.
After careful consideration, our Board recommends that future advisory votes on executive compensation occur every year. We believe that an annual advisory vote on executive compensation will allow our shareholders to provide frequent, direct input on our compensation policies and practices and the resulting compensation for our named executive officers. Shareholders will have the opportunity to consider our most recent compensation decisions and focus on increasing long-term shareholder value, and to provide feedback to us in a timely way.
In making this recommendation, the Board considered that a majority of the votes cast at our 2017 AGM voted in favor of holding annual advisory votes on executive compensation. In addition, we are aware of the significant interest in executive compensation matters by Managementinvestors and the general public, and value and encourage constructive dialogue with our shareholders on these matters.
This advisory resolution is non-binding on the Board. Although we currently believe that holding an advisory vote on executive compensation every year will reflect the right balance of considerations in the normal course, we will continue to periodically reassess that view and may provide for an advisory vote on executive compensation on a less frequent basis if long-term stability in our compensation program or other circumstances suggest that such a vote frequency would be more appropriate.
 | The Board of Directors recommends a vote to conduct future advisory votes on executive compensation every ONE YEAR. |
| 2023 Proxy Statement | 29 |
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Our Board is asking you to approve, on an advisory basis, the compensation of our NEOs as disclosed in this proxy statement. This item, which is provided pursuant to Section 14A of the Exchange Act, is commonly referred to as a “say-on-pay” resolution.
The Compensation Committee has structured our executive compensation program to achieve the following key objectives:
| • | to attract, motivate and retain talented executive officers, | |
| • | to motivate the achievement of companywide financial objectives, as well as other strategic personal objectives, while balancing rewards for short-term and long-term performance, and | |
| • | to align the interests of our executive officers with those of our shareholders, |
each as described in the “Compensation Discussion and Analysis” section of this proxy statement.
Our Compensation Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals, and that the compensation of our NEOs as reported in this proxy statement has contributed to SLB’s short-term and long-term success. Therefore, we are asking our shareholders to approve the compensation of our NEOs by voting “FOR” the following resolution on an advisory basis:
RESOLVED, that the compensation paid to Schlumberger Limited’s named executive officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED on an advisory basis.
This vote is non-binding, but our Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.
Although annual “say-on-pay” advisory votes are not required by our bylaws, the Board currently believes that having our shareholders provide annual feedback on our compensation practices supports effective governance. As a result, the next “say-on-pay” advisory vote will occur in 2024, unless the Board modifies its policy on the frequency of holding “say-on-pay” advisory votes.
| The Board of Directors recommends a vote FOR this Item 3. |
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with SLB’s management. Based on that review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
| Submitted by the Compensation Committee of the SLB Board of Directors | |||
| Jeff Sheets, Chair | Maria Moræus Hanssen | Vanitha Narayanan | Ulrich Spiesshofer |
| 30 | 2023 Proxy Statement |
This Compensation Discussion and Analysis (CD&A) describes our compensation policies and practices as they relate to our six named executive officers (NEOs) identified below.
| Named Executive Officers | Title |
| Olivier Le Peuch | Chief Executive Officer |
| Stephane Biguet | Executive Vice President and Chief Financial Officer |
| Khaled Al Mogharbel | Executive Vice President, Geographies |
| Abdellah Merad | Executive Vice President, Core Services and Equipment |
| Dianne Ralston | Chief Legal Officer and Secretary |
| Ashok Belani | Senior Strategic Advisor to the CEO; Former Executive Vice President, New Energy |
The purpose of the CD&A is to explain the elements of our NEOs’ 2022 compensation, the criteria for selecting these elements, the decisions our Compensation Committee made with respect to the 2022 compensation of our NEOs, and the reasons for those decisions.
| 2023 Proxy Statement | 31 |
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We are SLB—a global technology company that drives energy innovation for a balanced planet
2022 was transformative for SLB. We launched our bold new SLB brand identity—reinforcing our leadership position in technology, digital, and sustainability in the energy industry—and we demonstrated our ability to deliver superior earnings in this early phase of a structural upcycle in energy. We set new safety, operational, and performance benchmarks for our customers and strengthened our market position both internationally and in North America.
Highlights of our 2022 financial performance(1) include:
| Grew revenue 23% year on year | Grew GAAP EPS by 81% year on year | Expanded income before taxes margin to 15.2% | Strengthened balance sheet by reducing both gross and net debt by $1.7 billion | |||
| Increased dividend 40%in April 2022 43%in January 2023 | Grew EPS, excluding charges & credits, by 70% year on year | Expanded adjusted EBITDA margin to 23.0% | Ended 2022 with 1.4x net debt to adjusted EBITDA ratio—lowest level since 2016 |
In 2022, we executed our strategy across our Three Engines of Growth—our Core, Digital, and New Energy—and successfully leveraged the breadth of our portfolio and our competitive strengths to deliver peer-leading outcomes for our customers and shareholders.
In our Core Divisions, we expanded pretax segment operating margins and launched new products, services, and solutions that increase efficiency and lower operational emissions. Our fit-for-basin, technology access and Transition Technologies portfolios fueled growth and margin expansion in every Division in 2022. And we continue to strengthen our Core portfolio for growth and position for future resilience and shareholder returns through strategic initiatives such as the announced subsea joint venture with Aker Solutions and Subsea 7. | In Digital, we had strong growth in exploration data, Innovation Factori and artificial intelligence solution sales, and the adoption of our new digital technologies is accelerating. We ended the year with more than 70% growth in Delfi users, and our SaaS revenue more than doubled. We continue to build adjacent expansion opportunities for our digital business, both in the operations data space and beyond oil and gas, such as carbon management. | In New Energy, we progressed technology development milestones, established new partnerships, and made new investments to develop a focused, yet comprehensive portfolio that offers promising growth opportunities for the future. Today, this portfolio comprises five business areas: carbon solutions, hydrogen, geothermal and geoenergy, critical minerals, and stationary energy storage. We are also accelerating our R&D efforts to develop technology solutions that address hard-to-abate industrial and power generation emissions. | ||
In Sustainability, we reduced our Scope 1 and 2 carbon emissions intensity as compared to 2021. We also launched several new Transition Technologies to support the decarbonization of oil and gas, as well as our SLB End-to-end Emissions Solutions (SEES) methane elimination business.
We also advanced our technology leadership, safety and operations integrity performance, and service quality differentiation, leading to more contract awards, higher technology adoption, and increased pricing premiums.
Finally, we demonstrated our commitment to Superior Shareholder Returns. We increased our dividend by 40% in April 2022, followed by a further 43% increase in January 2023, and we resumed our share buyback program in January 2023.
Looking to 2023, we believe the market fundamentals are aligned with what we do best—innovating and outperforming for our customers. With our bold new brand and identity founded on technology and innovation, our strategy with sustainability at its heart, and our strong financial and operational results leading into the current upcycle, we believe we have set a very solid foundation for strong performance and shareholder value creation in 2023 and into the next decade.
| (1) | For definitions of adjusted EBITDA, adjusted EBITDA margin, free cash flow, free cash flow margin, EPS excluding charges and credits, and net debt, as well as reconciliations of these non-GAAP measures to their most comparable GAAP measures, see Appendix A. |
| 32 | 2023 Proxy Statement |
In making decisions regarding 2022 executive compensation, our Compensation Committee continued to focus on:
| • | strengthening pay-for-performance alignment, | |
| • | motivating and incentivizing outperformance, | |
| • | maintaining stability and retaining our top talent through business cycles, and | |
| • | appropriately compensating our executives for effectively deploying capital, generating strong cash flow, and creating long-term shareholder value. |
In this context, and as more fully discussed elsewhere in this CD&A, below are some key actions that our Compensation Committee took with respect to our NEOs’ 2022 compensation.
| • | Diversified LTI Program Structure — Our NEOs continued to receive a mix of LTI grants in 2022, with 75% of their target LTI opportunity awarded in the form of PSUs, and 25% awarded in the form of three-year, time-based RSUs. As in 2021, payout under the 2022 PSUs will be contingent on achieving absolute FCF margin, relative ROCE, and relative TSR performance goals over respective three-year periods. | |
| • | Rigorous PSU Performance Targets — In setting LTI performance targets for 2022, the Committee emphasized and encouraged ambitious outperformance by increasing the maximum performance goal for the FCF Margin PSUs as compared to 2021, and continuing to set an above-median target performance goal for the TSR PSUs. In addition, based on shareholder feedback, the Committee adjusted the comparator group for our TSR PSUs to include our direct competitors and the S&P Global 1200 Energy Index, to focus on TSR outperformance relative to our direct competitors while expanding the group to include the broader energy market. | |
| • | Performance-Aligned Incentive Payouts — Our NEOs’ STI payouts were based on strong 2022 adjusted EBITDA results, partially offset by below-target 2022 free cash flow results, and their LTI payouts were based on exceptional multi-year ROCE and free cash flow conversion results. |
| Short-Term Incentive Results | Long-Term Incentive Results | |
• Average NEO Payout — 80% — Our NEOs earned an average 2022 cash incentive payout of 80%. • Adjusted EBITDA Payout — 157% — Our 2022 adjusted EBITDA(1) was $6.462 billion, representing a 31% increase over 2021, and resulting in a payout of 157% of target for the adjusted EBITDA component of our 2022 cash incentive plan. • Zero FCF Payout — Our 2022 free cash flow(1) of $1.418 billion was below the minimum performance target under our annual cash incentive plan. As a result, our CEO and other NEOs earned no payout under the free cash flow component of our 2022 cash incentive plan. | • Our CEO did not receive an LTI award in 2020 and therefore did not earn any 2020 PSUs. • For our other NEOs, the 2020 LTI payout was based on: (i) SLB’s average annual ROCE for the three-year performance period, which was 407 bps above the average ROCE of the comparator group, (ii) SLB’s absolute 2022 ROCE of 13%, and (iii) SLB’s cumulative FCF conversion rate of 192% from 2020 to 2021—which far exceeded the maximum performance goal for the 2020 FCF conversion PSUs. • As a result, our NEOs, other than our CEO, earned 250% of the target shares of SLB stock under the 2020 PSUs. |
| • | CEO and CFO Compensation Increases in Line with Market Trends — In light of SLB’s strong 2021 financial results—which surpassed all of the Company’s annual financial targets—as well as peer comparator data showing that our CEO’s 2021 compensation was below the median of our general industry peer group, the Committee recommended, and the independent members of the Board approved, an 11% increase to our CEO’s 2022 base salary and a 14% increase in his target LTI grant value. The Committee also approved a 4% base salary increase for our CFO, Mr. Biguet, and a 9% increase in his target LTI grant value, after considering the Company’s excellent 2021 financial performance, as well as peer comparator data and internal pay equity considerations. We held flat the base salaries and target LTI grant values for our other NEOs, except for Mr. Merad, whose compensation was adjusted in connection with a promotion in April 2022. For details regarding these market increases, see “—Elements of 2022 Total Direct Compensation—Base Salary” and “—Long-Term Equity Incentive Awards”. | |
| • | ESG Objectives for All NEOs — All of our NEOs had strategic personal objectives related to sustainability, SLB New Energy, or HSE performance goals. |
| (1) | For reconciliations of adjusted EBITDA and free cash flow to their most comparable GAAP measures, see Appendix A. |
| 2023 Proxy Statement | 33 |
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Our 2022 executive compensation program consisted of three primary elements, comprising our executives’ total direct compensation: LTI equity incentive awards (PSUs and RSUs), STI (annual) cash incentive awards, and base salary. Within these elements, 75% of our executives’ 2022 target LTI equity awards and 100% of their annual cash incentive awards were performance-based. These elements have allowed us to remain competitive and attract, retain, and motivate top executive talent whose interests are aligned with those of our shareholders.
The chart below sets out the primary elements of our NEOs’ 2022 total direct compensation, certain key features of each element, and how each of these compensation elements supports our strategy.
| Type | Element | Key Features | How Element Supports Our Strategy | Performance- Based? | At Risk? |
 | Free Cash Flow Margin PSUs (25%) | Absolute performance metric, based on our FCF margin over a three-year period | • Aligns with our publicly disclosed financial ambition of achieving double-digit FCF margin
• Encourages our NEOs to generate high-quality revenue, which translates into strong free cash flow in line with our capital stewardship program |  | |
| Return on Capital Employed PSUs (25%) | Relative performance metric, comparing our average annual ROCE over a three-year period to that of our direct competitors | • Measures the efficiency of our capital employed relative to direct competitors, consistent with our strategic priorities • Motivates and rewards executives for relative outperformance on a key financial metric | | | |
| Total Shareholder Return PSUs (25%) | Relative performance metric, comparing our cumulative TSR over a three-year period to that of our direct competitors, as well as the S&P Global 1200 Energy Index | • Directly aligns executive LTI payouts with shareholder value creation • Uses a clear and objective metric to evaluate our performance against our direct competitors and against the broader energy sector | | | |
| Time-Based RSUs (25%) | Cliff vesting after three years, subject to continued employment | • Promotes stability and retention of our executive team through business cycles | | ||
 | Annual Cash Incentive Award | 70% based on achieving quantitative financial objectives, evenly split between adjusted EBITDA and free cash flow targets 30% based on strategic personal objectives | • Adjusted EBITDA reflects the quality of SLB’s earnings • Free cash flow goals encourage our NEOs to continue strengthening our balance sheet, so we can sustainably return value to shareholders while making focused investments in future growth areas • Personal objectives, detailed on page 38, align to our strategic focus areas |  | |
 | Base Salary | Only fixed compensation element | • Provides a base level of competitive cash compensation when all other pay elements are variable or contingent on performance |
| 34 | 2023 Proxy Statement |
In setting our executives’ compensation, our Compensation Committee believes that:
| • | the pay of our NEOs and other executives should be strongly linked to performance that is evaluated against financial and strategic personal objectives, and should balance incentivizing outperformance, ensuring retention, and maximizing shareholder value, | |
| • | our performance-based LTI and cash incentive awards should utilize clear, quantitative financial metrics that are closely aligned with our corporate strategy and stated external objectives and should be effective through all industry cycles, | |
| • | LTI awards should encourage the creation of long-term shareholder value, align our executives’ compensation with our shareholder returns, and incentivize our executives to achieve difficult but attainable strategic and financial goals that support our long-term performance and our leadership position in our industry, | |
| • | our executive compensation structure should enable us to recruit, develop, motivate, and retain top global talent, both in the short term and long term, and | |
| • | stock ownership guidelines, which require our executives to hold stock acquired through LTI awards, should further align the interests of our executives with those of our other shareholders. |
Our executive compensation program is designed so that the higher an executive’s position in the Company, the greater the percentage of compensation that is “at risk”. At-risk compensation refers to an executive’s LTI awards and annual cash incentive opportunity. We believe that having a significant portion of our executives’ compensation at risk more closely aligns their interests with Company interests and with the interests of our shareholders.
As illustrated below, approximately 90% of our CEO’s 2022 target total direct compensation was at risk, and approximately 84% of our other NEOs’ 2022 target total direct compensation was at risk.
| CEO 2022 Target Pay Mix | Other NEO 2022 Target Pay Mix(1) | |
 |  |
| (1) | Does not include pay mix for Mr. Belani, who retired from his role as EVP, New Energy effective April 1, 2022, and was appointed Senior Strategic Advisor to the CEO, a non-executive officer position. |
Based on market data provided by Pay Governance, our Compensation Committee’s independent compensation consultant, the pay mix of our NEOs is well-aligned with that of the companies in our two main executive compensation peer groups, as described in “Other Aspects of Our Executive Compensation Program—Our Peer Group Companies” on page 46.
In January 2022, the Committee concluded that the mix of base salary, target annual cash incentive, and target LTI was appropriate for each of our NEOs, based on the relative size of direct compensation elements of companies in our main executive compensation peer groups, as well as internal factors.
Our executive compensation program was largely designed and implemented in response to, and as a product of, past discussions with our shareholders. For example, in 2021, based on shareholder feedback, we introduced our three-year relative TSR PSUs to more directly align LTI payouts with shareholder value creation, and we set the target performance goal above median at the 60th percentile. In 2022, our Compensation Committee adjusted the comparator group for our TSR PSUs to include the S&P Global 1200 Energy Index, based on feedback that our shareholders also evaluate our TSR performance against the broader energy sector.
In 2022, our executive compensation program received the support of more than 95% of the votes cast at our annual meeting. As a result, and based on past shareholder feedback, our Compensation Committee believes that our overall compensation program design is well-supported by our shareholders.
| 2023 Proxy Statement | 35 |
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Base salary is the fixed portion of an executive’s annual compensation, providing some stability of income since the other compensation elements are at risk. Our Compensation Committee annually reviews and approves the base salary levels for our executive officers (other than the CEO) after considering comparable salaries for executives with similar responsibilities in our main executive compensation peer groups, comparisons to internal peer positions, recent Company performance, individual performance, business experience and potential, and the CEO’s recommendations. The Committee annually reviews the base salary of our CEO in executive session and recommends his base salary amount to the independent members of the Board for approval, based on the criteria described above.
In January 2022, our Compensation Committee reviewed the base salaries of each of our NEOs in line with the factors described above. Based on comparative market data and other factors, the Committee determined to maintain the base salaries of Mr. Al Mogharbel, Mr. Belani, Mr. Merad, and Ms. Ralston at their then-current levels for 2022, and approved an increase to Mr. Biguet’s 2022 base salary from $770,000 to $800,000. In evaluating Mr. Le Peuch’s 2022 compensation, the Committee considered SLB’s strong 2021 financial results, and that Mr. Le Peuch’s 2021 total direct compensation was below the median of our general industry peer group and below his peers’ compensation at our two largest energy services competitors. In light of these factors, as well as SLB’s leading position in the energy services industry, the Committee recommended, and the independent members of the Board approved, an increase to Mr. Le Peuch’s base salary for 2022 from $1,400,000 to $1,550,000.
In April 2022, in connection with Mr. Merad’s promotion to the role of EVP, Core Services and Equipment, and in light of internal pay equity considerations, the Committee approved an increase to Mr. Merad’s base salary from $750,000 to $800,000, effective April 1, 2022.
We pay performance-based annual cash incentives to our executives to foster a results-driven, pay-for-performance culture, and to align executives’ interests with those of our shareholders. Annual cash incentive awards are earned according to the achievement of financial and strategic personal objectives. Our Compensation Committee selects performance measures that it believes support our strategy and strike a balance between motivating our executives to increase near-term financial and operating results and driving profitable long-term Company growth and value for shareholders.
For 2022, 70% of our NEOs’ target cash incentive opportunity was based on achieving quantitative financial objectives, and 30% was based on pre-established strategic personal objectives. The financial portion of the target plan was evenly split between adjusted EBITDA and free cash flow performance goals. The total maximum cash incentive payout for 2022 was 200% of target—consistent with our 2021 cash incentive plan—and the weighted payout range for each metric as a percentage of target is reflected by the outer bars in the 2022 Cash Incentive Opportunity Mix chart.
2022 Cash Incentive Opportunity Mix
Our Compensation Committee considered the factors in the table below, in selecting adjusted EBITDA and free cash flow as the quantitative financial performance measures for our 2022 cash incentive plan.
| Adjusted EBITDA | Free Cash Flow | |||
| Why this metric? | • The Committee considers adjusted EBITDA to be a good indicator of the quality of our earnings. • Investors and market analysts often value SLB by reference to a multiple of adjusted EBITDA, so this metric aligns our NEOs’ 2022 compensation to a key market valuation method. • A portion of our line management’s 2022 cash incentive opportunity was based on EBITDA performance goals, so this metric aligns executive compensation with line management. | • Free cash flow goals encourage our NEOs to continue strengthening our balance sheet, so we can sustainably return value to shareholders while making focused investments in future growth areas, such as SLB New Energy and digital. • Free cash flow has been critical to achieving our net debt reduction goals over the past several years. In line with our external commitments, by year-end 2022 we had reduced our net-debt-to-adjusted-EBITDA ratio to 1.4x. • The Committee also considers free cash flow to be a good indicator of the efficiency of capital management. |
| 36 | 2023 Proxy Statement |
In setting Company financial targets and performance goals, as well as our NEOs’ strategic personal objectives, the Committee believes it is important to establish criteria that are realistically attainable, yet still challenging in an uncertain global economy. In addition, in approving free cash flow performance goals for the 2022 cash incentive plan, the Committee considered that these goals differ in important ways from the FCF margin goals contained in the LTI portion of our NEOs’ compensation program. Whereas the annual cash incentive portion focuses solely on the absolute amount of free cash flow we generate over a one-year period, our FCF margin PSU payout is calculated as free cash flow divided by our revenue over a three-year period. Because FCF margin measures how efficiently we convert revenue into cash, it is a good indicator of the business’s ability to generate high-quality revenue over the long term and, therefore, is complementary to the free cash flow metric in our annual cash incentive program.
The process used to set annual adjusted EBITDA targets starts with a review of plans and projections following bottom-up planning from the field. Adjusted EBITDA targets may increase or decrease year-over-year, taking into account, among other things, our cash requirements, industry cycles, anticipated customer spending, activity growth potential, pricing, the introduction of new technology, strategic M&A activity, and commodity prices.
Based on the foregoing, in January 2022 the Committee set the minimum performance goal 12% higher than SLB’s actual 2021 adjusted EBITDA results. The Committee set the target performance goal based on our then-current internal forecast, which was 11% higher than the minimum goal and 24% higher than our actual 2021 results, and set the maximum performance goal 15% higher than target and 42% higher than our actual 2021 results. The Committee believed an aggressive maximum performance goal would motivate our executives to significantly outperform market expectations and our internal forecast.
The following table reflects our NEOs’ full-year adjusted EBITDA targets and corresponding potential payouts for 2022.
| Performance Targets(1) | Potential Payout as a % of Target Opportunity(1) | ||
| Less than $5.50 billion | 0% | ||
| $5.50 billion | Minimum | 50% | |
| $6.10 billion | Target | 100% | |
| $7.00 billion | Maximum | 243% | |
| (1) | For adjusted EBITDA results between any two performance targets, payout is prorated. No cash incentive is earned if we do not achieve the minimum adjusted EBITDA target. |
Our 2022 adjusted EBITDA was $6.462 billion, representing a 31% increase over 2021. As a result, and applying the payout matrix immediately above, our Compensation Committee approved a payout of 157% of target—or 65% of the maximum payout opportunity—for the adjusted EBITDA component of our 2022 cash incentive plan.
The process used to set annual free cash flow targets starts with a review of plans and projections following bottom-up planning from the field. Free cash flow targets may increase or decrease year-over-year, taking into account the same factors listed above for adjusted EBITDA. The following table reflects our NEOs’ full-year free cash flow targets and corresponding potential payouts for 2022, as approved by our Compensation Committee in January 2022.
| Performance Targets(1) | Potential Payout as a % of Target Opportunity(1) | ||
| Less than $2.30 billion | 0% | ||
| $2.30 billion | Minimum | 50% | |
| $2.65 billion | Target | 100% | |
| $3.20 billion | Maximum | 243% | |
| (1) | For free cash flow results between any two performance targets, payout is prorated. No cash incentive is earned if we do not achieve the minimum free cash flow target. |
The Committee set the target performance goal based on our then-current internal free cash flow forecast for 2022, which was 15% higher than our target cash flow generation goal from the prior year. The Committee believed the above performance goals appropriately reflected a change in the industry cycle, because execution of SLB’s strategy in 2022 and outperformance through the upcycle would require increased capital investment in line with anticipated activity increases.
Our 2022 free cash flow was $1.418 billion. Because we did not achieve our threshold free cash flow performance target, our CEO and other NEOs earned no payout under the free cash flow component of our 2022 cash incentive plan.
| 2023 Proxy Statement | 37 |
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The following table reflects our NEOs’ 2022 strategic personal objectives and their achievements against those performance goals.
 |  |  |  |  |  | ||
| Performance Goal | Achievement | ||||||
| Strategic Planning and Sustainability | |||||||
| Reduce SLB’s Scope 3 emissions, using a pre-established CO2e target based on “customer-avoided” emissions. These avoided emissions are driven by sales from our Transition Technologies portfolio, which helps us and our customers reduce carbon emissions while strengthening our commercial model. |  | Achieved | |||||
| Oversee completion and roll-out of near- and mid-term corporate strategy, in line with sustainability and New Energy priorities. | | | Achieved | ||||
| Launch M&A program aligned with near- and mid-term corporate portfolio strategy based on scenario planning. | | Achieved | |||||
| Oversee enhancements to our carbon emissions reporting, due diligence, internal controls, and auditing processes, and meet related quantitative milestones. | | | Achieved | ||||
| Digital Growth and Technology Innovation | |||||||
| Increase digital revenue—enabled by digital penetration—above a pre-established target. | | | | Substantially achieved | |||
| Secure a minimum number of technology access projects exceeding a threshold contract value. | �� | | | Partially achieved | |||
| Accelerate development of new technologies, Transition Technologies and fit-for-basin technologies, based on a specified revenue target. | | Achieved | |||||
| Core Growth | |||||||
| Increase revenue generated from fit-for-basin technologies above a pre-established target. | | | Achieved | ||||
| Increase total revenue year over year by a target percentage exceeding the rig count increase. | | Achieved | |||||
| Achieve international revenue growth as a percentage exceeding that of direct competitors. | | Achieved | |||||
| New Energy Innovation | |||||||
| Oversee development of near- and mid-term New Energy growth strategy, as well as revenue and market analysis. | | Achieved | |||||
| Secure a minimum number of large carbon capture and sequestration projects, and execute identified key partnerships and acquisitions. | | | Substantially achieved | ||||
| Achieve certain milestones in other New Energy ventures. | | Substantially achieved | |||||
| HSE Performance | |||||||
| Fatality-free. | | | | | | Mostly not achieved | |
| % of 2022 payout opportunity earned under strategic personal objectives | 93% | 88% | 88% | 79% | 75% | 76% |
| 38 | 2023 Proxy Statement |
As discussed on page 36 above, 30% of our NEOs’ target 2022 cash incentive opportunity was tied to achieving quantitative and qualitative performance goals specific to their roles within SLB. These may relate to: financial goals, such as profitability, revenue growth, capital management or cost reduction; performance achievements, such as contract awards or operational reliability or HSE objectives; non-financial or sustainability-related goals that are important to SLB’s strategy and reputation, such as carbon emissions reduction, ethics and compliance, or people-related objectives including diversity and gender balance; and other business priorities, including energy transition services and technologies.
Each January, our Compensation Committee reviews and, subject to approval by the Board’s independent directors, approves our CEO’s strategic personal objectives for that year. The Committee also annually assesses our CEO’s performance against his strategic personal objectives established for the prior year, to determine the appropriate payout for the 30% portion of his annual cash incentive opportunity tied to his personal objectives. The CEO reviews and approves the strategic personal objectives of the other NEOs and assesses their performance against their pre-approved objectives in a similar way. The Committee annually approves the aggregate annual cash incentive payouts for all executive officers, including the payout portion related to an executive’s strategic personal objectives.
In January 2022, our Compensation Committee determined to leave the target annual cash incentive opportunity for all NEOs unchanged from 2021, following a review of market data indicating that our NEOs’ target annual cash incentive opportunity (as a percentage of base salary) was competitively positioned. As a result, the 2022 target cash incentive for our CEO was 150% of his base salary and for our other NEOs it was 100% of base salary. The following table reflects our NEOs’ full-year 2022 annual cash incentive results, together with relevant weightings of the different components and payouts under each component.
| Financial Objectives | Personal Objectives | |||||||||||||||||||||||||||||||
| Incentive | Adjusted EBITDA | Free Cash Flow | Total 2022 | |||||||||||||||||||||||||||||
| Name | Opportunity as % of Base Salary | Weight (%) | Payout Result (%) | Weight (%) | Payout Result (%) | Weight (%) | Payout Result (%) | Incentive Paid as % of Target | (1) | |||||||||||||||||||||||
| O. Le Peuch | 150 | % | 35 | 157 | 35 | 0 | 30 | 93 | 83 | % | ||||||||||||||||||||||
| S. Biguet | 100 | % | 35 | 157 | 35 | 0 | 30 | 88 | 81 | % | ||||||||||||||||||||||
| K. Al Mogharbel | 100 | % | 35 | 157 | 35 | 0 | 30 | 88 | 81 | % | ||||||||||||||||||||||
| A. Merad | 100 | % | 35 | 157 | 35 | 0 | 30 | 79 | 79 | % | ||||||||||||||||||||||
| D. Ralston | 100 | % | 35 | 157 | 35 | 0 | 30 | 75 | 78 | % | ||||||||||||||||||||||
| A. Belani(2) | 100 | % | 35 | 157 | 35 | 0 | 30 | 76 | 78 | % | ||||||||||||||||||||||
| (1) | Equals the sum of the financial and strategic personal portions of the annual cash incentive achieved, shown as a percentage of base salary. | |
| (2) | Prorated for the three-month period that Mr. Belani served as EVP, New Energy. |
LTI awards are designed to give NEOs and other high-value employees a long-term stake in SLB, incentivize the creation of sustained shareholder value, and act as long-term retention and motivation tools—aligning employee and shareholder interests over the long term.
Since 2021, our Compensation Committee has awarded to our NEOs and other executives a diversified mix of LTI grants, with 75% of their target LTI opportunity awarded in the form of PSUs—with payout contingent on achieving absolute and relative performance goals over three-year periods—and 25% awarded in the form of three-year, time-based RSUs. The Committee believes that our current LTI program appropriately balances the following Committee objectives:
| • | closely aligning PSU performance metrics with our long-term strategy, publicly disclosed financial objectives, and total shareholder return, | |
| • | aligning pay-for-performance and creating shareholder value, | |
| • | maintaining a mix of absolute and relative PSU metrics, in light of the cyclicality of our industry, | |
| • | motivating and incentivizing outperformance relative to our direct competitors and the broader energy sector, and | |
| • | promoting the stability and retention of our executive team through business cycles with awards of time-based RSUs. |
| 2023 Proxy Statement | 39 |
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As in 2021, the 2022 LTI program consisted of four types of grants, equally weighted at target performance:
The maximum overall payout opportunity under the 2022 LTI program was 200% of target—consistent with 2021 and in line with market practice. The maximum payout opportunity for each type of LTI award is reflected by the outer bars in the chart above.
For details regarding LTI grants made to our NEOs in 2019 and 2020, see “—Payouts Under Prior LTI Awards” beginning on page 43.
The value of an executive’s LTI grant increases with their level of responsibility at SLB. For our CEO and the other NEOs, it is the largest element of their compensation. In determining the value of LTI awards granted to our NEOs, our Compensation Committee (in recommending that the Board approve the CEO’s awards) and the CEO (in recommending awards for the other NEOs) first consider market data regarding the LTI value for the most comparable positions in our main executive compensation peer groups, as well as several other factors, such as:
| • | SLB’s financial and operating performance, | |
| • | the size and mix of the executive’s total direct compensation, | |
| • | internal pay equity, | |
| • | retention, | |
| • | the executive’s contribution to SLB’s success, and | |
| • | the level of competition for executives with comparable skills and experience. |
In January 2022, our Compensation Committee reviewed the target annual LTI awards to each of our NEOs in line with the factors described in this section. Based on its review of comparator peer group data and internal pay equity considerations, the Committee determined to hold annual target LTI grant values flat for Mr. Al Mogharbel, Mr. Belani, and Ms. Ralston. The Committee approved an increase in Mr. Biguet’s 2022 target LTI grant date fair value from $3.2 million to $3.5 million, after considering SLB’s strong financial performance in 2021 and that Mr. Biguet’s 2021 compensation was below his peers’ compensation at our two largest energy services competitors, as well as internal equity factors.
In evaluating Mr. Le Peuch’s target LTI award in January 2022, our Compensation Committee considered the success of the Company’s returns-focused strategy and execution in the prior year, as well as SLB’s strong 2021 financial results—which surpassed all of the Company’s annual financial targets. The Committee also considered that Mr. Le Peuch’s 2021 compensation was below his peers’ compensation at our two largest energy services competitors, and below the median of our general industry peer group. In light of these factors, as well as SLB’s leading position in the energy services industry, the Compensation Committee recommended, and the independent members of the Board approved, an increase in Mr. Le Peuch’s 2022 target LTI grant date fair value from $10.5 million to $12 million.
In April 2022, in connection with Mr. Merad’s promotion to the role of EVP, Core Services and Equipment, and in light of internal pay equity considerations, the Committee approved an increase in his 2022 target LTI grant date fair value from $3.2 million to $3.5 million.
| 40 | 2023 Proxy Statement |
In January 2022, our Compensation Committee set goals for the 2022 FCF Margin PSUs based on our absolute FCF margin over a three-year performance period (January 1, 2022 to December 31, 2024). At the end of the performance period, the Committee will certify our three-year cumulative absolute FCF margin and then determine the percentage of shares earned based on the graph below.
2022 FCF Margin PSU Payout Matrix
The number of 2022 FCF Margin PSUs that will vest and convert to shares as of the vesting date can range from 0% to 250% of target, depending on our absolute FCF margin performance over the three-year period, but in no event will payout relating to this metric exceed 250% of target.
For 2022, the Committee increased the maximum performance goal for the FCF margin PSUs to 12.0%, to reflect SLB’s strong free cash flow performance in the prior year. In maintaining the other performance goals for these PSUs consistent with 2021, the Committee believed that the target performance goal was conservative with respect to capital consumption, while not being overly aggressive so as to disincentivize investment in growth and planned working capital increases in line with anticipated activity increases. As illustrated in the graph above, no SLB shares will be earned if our FCF margin over the three-year performance period is less than the minimum performance goal of 9.0%.
FCF margin is calculated as free cash flow divided by revenue. FCF margin measures how efficiently we convert revenue into free cash flow, and is an indicator of capital efficiency. In selecting absolute FCF margin as the performance metric for 25% of our NEOs’ 2022 target LTI grant date fair value, the Committee considered that this metric was aligned with our capital allocation strategy and publicly disclosed financial objective of achieving double-digit FCF margin. The Committee also believes that tying a portion of our NEOs’ LTI payout to FCF margin encourages our executives to:
| • | maintain capital discipline, | |
| • | generate sufficient cash flow to allow for increased returns to shareholders and net debt reduction, | |
| • | make key investments and capital expenditures in line with our stated strategy, including our energy transition strategy, and | |
| • | increase SLB’s liquidity. |
The Committee also sought to maintain a mix of absolute (FCF margin) and relative (ROCE and TSR) metrics in our NEOs’ PSU awards, to effectively manage industry cycles.
Free cash flow represents cash flow from operations less capital expenditures, Asset Performance Solutions investments and exploration data costs capitalized.
| 2023 Proxy Statement | 41 |
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In January 2022, our Compensation Committee set goals for the 2022 ROCE PSUs based on our average annual ROCE over a three-year performance period (January 1, 2022 to December 31, 2024), as compared to the average annual ROCE of the following direct competitors, taken together over the same period: Halliburton, Baker Hughes, TechnipFMC, and NOV (together the ROCE comparator group). At the end of the performance period, the Committee will certify our average ROCE and that of the ROCE comparator group as a whole, and then determine the percentage of shares earned based on the graph below.
2022 Relative ROCE PSU Payout Matrix
The number of 2022 ROCE PSUs that will vest and convert to shares as of the vesting date can range from 0% to 250% of target, depending on our relative ROCE performance over the three-year period, but in no event will payout relating to this metric exceed 250% of target. As illustrated in the graph above, consistent with the ROCE PSUs granted in 2021:
| • | If our average annual ROCE over the three-year performance period is four percentage points or more below the average of the ROCE comparator group, then no 2022 ROCE PSUs will vest and no shares will be earned. This is because our Compensation Committee believes our executives should not receive PSU payouts for significantly low relative ROCE performance. | |
| • | If our average annual ROCE over the three-year performance period is equal to that of the average of the ROCE comparator group as a whole, then the 2022 ROCE PSUs will vest at 100% of target. If our average annual ROCE over that period is higher than that of the average of the ROCE comparator group as a whole, then the 2022 ROCE PSUs will vest between 101% and 250% of target, as shown by the solid line in the graph above. | |
| • | In addition, if both (x) our absolute, single-year ROCE is greater than 10% in 2024, and (y) our average annual ROCE over the three-year performance period exceeds that of the average of the ROCE comparator group as a whole, then the 2022 ROCE PSUs will vest at an increased rate (up to a maximum of 250%), as shown by the dotted line in the graph above. |
ROCE is a measure of the efficiency of our capital employed, and is a comprehensive indicator of long-term Company and management performance, measured in a way that is tracked and understood by many of our investors. Our Compensation Committee has based a portion of our NEOs’ LTI awards on a relative ROCE metric since 2016 because this metric allows us to directly compare how efficiently we deploy our capital against our direct competitors. The Committee also believes that tying a portion of our executives’ LTI payout to achieving our capital efficiency goals and comparing these results to our competitors will motivate our executives to focus on outperformance, and will result in increased revenue and improved margins. In selecting ROCE as the performance metric for 25% of our NEOs’ 2022 target LTI grant date fair value, the Committee also considered that ROCE performance goals align executives’ potential ROCE PSU payouts with SLB’s goal of achieving ROCE above its weighted average cost of capital.
We calculate ROCE as a ratio, the numerator of which is (a) net income excluding charges and credits, plus (b) after tax net interest expense, and the denominator of which is (x) stockholders’ equity, including non-controlling interests (average of beginning and end of each quarter in the year), plus (y) net debt (average of beginning and end of each quarter in the year). Our Compensation Committee has discretion to cap payouts on the 2022 ROCE PSUs at 100% of target in the event of material asset impairments attributable to M&A transactions and other management decisions.
| 42 | 2023 Proxy Statement |
In January 2022, our Compensation Committee set goals for the 2022 TSR PSUs based on our relative TSR percentile rank, as compared to the cumulative TSR results achieved by the four direct competitors used for the 2022 ROCE PSUs, plus the S&P Global 1200 Energy Index as a fifth comparator (each a TSR comparator), over a three-year performance period (January 20, 2022 to December 31, 2024). At the end of the performance period, the Committee will certify the three-year, cumulative TSR results for us and for each TSR comparator, based on the average of the 20 trading days prior to the start and end of the performance period. The Committee will then determine our percentile rank relative to the five TSR comparators, as well as the percentage of shares earned based on the table below.
| Relative TSR Percentile Rank | Performance Targets | % of Target Shares Earned (Payout %)(1) | ||
| Below 25th percentile | 0% | |||
| 25th percentile | Minimum | 25% | ||
| 60th percentile | Target | 100% | ||
| 100th percentile | Maximum | 200% |
| (1) | Number of shares determined by straight-line interpolation between performance levels. |
As in 2021, the number of 2022 TSR PSUs that will vest and convert to shares as of the vesting date can range from 0% to 200% of target, depending on our relative TSR performance over the three-year period, but in no event will payout relating to this metric exceed 200% of target. In maintaining the maximum payout opportunity for the 2022 TSR PSUs at 200%, which is below the maximum payout for the 2022 FCF Margin PSUs and 2022 ROCE PSUs, the Committee considered that management’s efforts would more directly affect FCF margin and ROCE, whereas management had less control over SLB’s TSR relative to that of the TSR comparator companies, due to external market and economic influences.
As illustrated by the table in this section, our Compensation Committee set the target performance goal above median at the 60th percentile, consistent with 2021. No SLB shares will be earned if our three-year, cumulative TSR is in the bottom 25th percentile rank as compared to that of the individual TSR comparator companies.
| Target set above median relative TSR performance |
In January 2022, our Compensation Committee reviewed the peer companies used to assess relative TSR performance under our LTI program, based on market data and a TSR correlation analysis prepared by Pay Governance. Following this review, the Committee adjusted the TSR comparator group as compared to 2021, to better focus on outperformance relative to our direct competitors and the broader energy market. For 2022, the Committee assessed our relative performance under both our TSR PSUs and our ROCE PSUs against Halliburton, Baker Hughes, TechnipFMC, and NOV, because it believes the most appropriate TSR and ROCE comparisons are against our direct competitors in the energy services industry. The Committee included a fifth comparator for the 2022 TSR PSUs—the S&P Global 1200 Energy Index—based on shareholder feedback that our investors also evaluate our TSR performance against the broader energy sector.
Stock Options
Prior to 2017, SLB granted a significant portion of its LTI compensation to executives in the form of stock options. Beginning in 2017, SLB ended its practice of granting stock options to executive officers. As of December 31, 2022, all of our NEOs’ outstanding stock options were “underwater.”
PSUs Vesting in 2022
As previously disclosed in the proxy statement for our 2022 AGM, in January 2022 our Compensation Committee approved payout results for the PSUs issued to our NEOs in 2019, based on the Committee’s previously approved performance criteria. Our NEOs earned 250% of target under the free cash flow conversion PSUs issued in 2019, based on our achievement of a cumulative free cash flow conversion rate of 166% for the two-year performance period applicable to those PSUs. In addition, our NEOs earned 182% of target under the relative ROCE PSUs issued in 2019, based on our average annual ROCE over the three-year performance period being 327 basis points above the average annual ROCE of five of our direct competitors taken together over the same period. These competitors were Halliburton, Baker Hughes, TechnipFMC, Weatherford International, and NOV (the prior ROCE comparator companies). For additional details, see the Option Exercises and Stock Vested in 2022 table on page 54 of this proxy statement.
PSUs Vesting in 2023
In January 2020, our Compensation Committee approved PSU awards to our NEOs (other than the CEO) as follows, in each case subject to a three-year relative TSR modifier:
| • | With respect to 50% of our NEOs’ 2020 target LTI grant date fair value, payout was conditioned based on the percentage of our cumulative net income, excluding charges and credits, converted to free cash flow from January 1, 2020 to December 31, 2021 (the 2020 FCF Conversion PSUs). | |
| • | With respect to 50% of our NEOs’ 2020 target LTI grant date fair value, payout was conditioned based on our average annual ROCE achieved over a three-year performance period as compared to the average annual ROCE of the prior ROCE comparator companies, taken together over the same period (the 2020 ROCE PSUs). |
Our CEO, Mr. Le Peuch, did not receive an LTI award in 2020 because he had received a PSU award in 2019 in connection with his promotion to CEO, in lieu of a 2020 award.
| 2023 Proxy Statement | 43 |
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In January 2022, the Committee determined that we achieved a cumulative free cash flow conversion rate of 192% for the two-year performance period applicable to the 2020 FCF Conversion PSUs, representing achievement of 250% of target, based on the Committee’s previously approved performance criteria. These PSUs also were subject to the relative TSR modifier, which would have caused payouts to be reduced by 25% if our three-year, cumulative TSR was in the bottom 33rd percentile rank as compared to the individual companies comprising the Philadelphia Oil Services Sector index as of January 2020. In January 2023, the Committee determined that the relative TSR modifier did not trigger a negative adjustment to the 2020 PSU payouts, because SLB’s TSR ranked at the 85th percentile. As a result, in January 2023, our NEOs (other than the CEO) earned 250% of target under the 2020 FCF Conversion PSUs.
In January 2023, the Committee also approved the results for the 2020 ROCE PSUs using the Committee’s previously approved performance criteria. Specifically, the Committee determined that in 2022, SLB had achieved absolute, single-year ROCE of 13%—as a result, the 2020 ROCE PSUs had been earned at 250% of target, based on SLB’s average annual ROCE being 407 basis points above the average of the prior ROCE comparator companies through the third quarter of 2022, which was the then-most recent fiscal period end reported by all the prior ROCE comparator companies. Because not all the prior ROCE comparator companies had reported their 2022 audited results as of January 2023, the Committee approved a preliminary issuance of 80% of the shares earned under the 2020 ROCE PSUs. Any additional shares finally determined to have been earned by our NEOs (other than the CEO) will be issued after all the prior ROCE comparator companies disclose their full-year 2022 audited results.
Unvested PSUs
All of the PSUs granted to our NEOs since 2021 will vest, if at all, only after a three-year performance period. At the end of the applicable performance periods, the Committee will determine the number of shares ultimately earned under these unvested PSUs based on the extent of achievement of the applicable performance goals.
Our Compensation Committee has approved guidelines covering, among other things, LTI vesting, salary, benefits, and other compensation matters for officers departing SLB, either because they are eligible for retirement, early retirement or special retirement, or because they are involuntarily terminated (if not eligible for retirement). These guidelines are a non-binding framework referenced by management in its executive succession planning, with flexibility as required by specific situations.
Under the guidelines, we may, at our discretion, enter into agreements with outgoing officers whereby they would remain employed by SLB during the agreement term and receive annual cash payments that would generally be less than their pre-termination annual base salary. In addition, outgoing officers would receive a prorated cash incentive award payment with respect to the year of their departure. They would also receive benefits such as medical coverage and life and disability insurance during the agreement term, and would continue to vest in previously granted LTI awards—but would not receive any new LTI awards—during the term. In exchange, the outgoing officers must agree to non-competition, non-solicitation, and non-disparagement covenants, and generally would agree to be available to SLB for a portion of their business time during the term.
As previously disclosed in the proxy statement for our 2022 AGM, SLB entered into an agreement with Mr. Belani in connection with his decision to retire from his role as SLB’s EVP, New Energy, effective as of April 1, 2022. Under the terms of the agreement, Mr. Belani currently serves as Senior Strategic Advisor to our CEO through March 31, 2024, supporting certain technology and innovation projects. Mr. Belani has also agreed to certain restrictive covenants under the agreement, including three-year non-competition and non-solicitation undertakings, as well as confidentiality and non-disparagement undertakings and a waiver and release of claims.
In consideration for his services as Senior Strategic Advisor, the restrictive covenants, and the waiver and release, Mr. Belani will continue to receive certain benefits and payments through March 31, 2024, including a cash payment in each year of the term equal to his base salary prior to retiring from his EVP role. During the term, he will also continue to participate in our health, welfare, and insurance plans for which he is eligible as an employee, and will continue to accrue benefits under our pension and profit-sharing plans. In addition, because Mr. Belani remains an employee and qualifies for retirement treatment under the terms of our LTI award agreements, his outstanding LTI awards will continue to vest in accordance with the terms applicable to those grants.
As a global technology company driving energy innovation, we believe that our greatest competitive strengths are our people and our intellectual property. Mr. Belani led SLB New Energy from its launch in 2020 through March 2022, and prior to that, he served for over a decade as SLB’s Chief Technology Officer and EVP, Technology. He has critical knowledge about our technology and innovation strategy, important relationships with SLB New Energy’s strategic partners and joint ventures, and deep ties to the scientific community within SLB and externally. Thus, our Compensation Committee believed it to be in the best interest of SLB and our shareholders to enter into an agreement with Mr. Belani to secure his continued support on key technology and innovation projects where his expertise and significant contacts will benefit the advancement of SLB’s strategy. In addition, the agreement secures his covenant not to compete with us and prohibits him from soliciting key employees for a period of three years. If the undertakings in the agreement are breached, we may immediately stop payment of all cash amounts that would otherwise be due to Mr. Belani, all outstanding equity awards will be subject to cancellation, and we may require repayment of consideration previously paid or vested under the agreement.
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We seek to provide benefit plans, such as medical coverage and life and disability insurance, on a country-by-country basis in line with market conditions. Where the local practice is considered to be less than the SLB minimum standard, we generally enhance the local plans to meet the SLB standard plan. Our NEOs are eligible for the same benefit plans provided to other employees, including medical coverage and life and disability insurance, as well as supplemental plans chosen and paid for by employees who wish to obtain additional coverage. There are no special insurance plans for our NEOs.
In line with our aim to encourage long-term careers with SLB and to promote retention, retirement plans are provided, where possible and according to local market practice, for all employees, including NEOs. For details regarding our pension plans and nonqualified deferred compensation plans, see “Executive Compensation Tables—Pension Benefits,” “—Nonqualified Deferred Compensation,” “—Potential Payments Upon Termination or Change in Control—Retirement Plans,” and “—Retiree Medical” and the accompanying narratives beginning on page 54 of this proxy statement.
We provide only limited perquisites to our NEOs, which are identified in the footnotes to the Summary Compensation Table.
A primary consideration of our Compensation Committee in overseeing our executive compensation program is the need to motivate and retain what it believes is the best executive talent in our industry. We are a global technology company, driving energy innovation for a balanced planet, and the Committee believes that delivering financial and operational outperformance and long-term shareholder returns depends on our ability to attract, develop, and retain the best talent globally. A highly competitive compensation package is critical to this objective.
As a result, the Committee generally seeks to target total direct compensation for our NEOs between the 50th and 75th percentiles of our two main executive compensation peer groups. The Committee may also position an NEO who is new to a position at or below the 50th percentile for a period of time. An NEO’s target total direct compensation depends on a variety of factors, including tenure in a particular position, individual and Company performance, and internal pay equity.
Competition for executive talent in our industry is exceptionally fierce. The Committee believes that the 50th to 75th percentile range is appropriate for us to target in light of SLB’s leading position in our industry, and because our executives are very highly sought after, both by our direct competitors and by other leading oil and gas, advanced extractive, technology-driven manufacturing, and engineering-focused companies, including companies focused on the new energy economy.
In approving this target range and when setting compensation for 2022, the Committee considered that many current and former senior executives of leading companies in various industries have previously served in senior management at SLB. Former members of senior SLB management have either been, or are, senior executives at the competitors, customers, and other technology- and engineering-focused companies listed in the table below.
| Baker Hughes* | TechnipFMC* | Weatherford | BAE Systems* | |||
| (past Chairman and CEO, current CHRO and CLO, and other senior executives) | (current Chairman, CEO and CTO, and past Chairman, CEO and CHRO) | (past acting CEO and CFO, and other senior executives) | (current CEO, CFO and CHRO) | |||
| Engie | Bureau Veritas | CGG | BG Group | |||
| (current CEO) | (current CEO) | (current CEO and CFO) | (past Chairman and COO) | |||
| ConocoPhillips* | YPF | Kuwait Airlines | Technip Energies | |||
| (past CTO) | (past CEO) | (current CEO) | (current CLO and other senior executives) | |||
| Patterson-UTI Energy | NESR | Lufkin Industries | Nexans | |||
| (current CEO) | (current CEO, CFO and COO) | (current CEO) | (current CHRO) | |||
| Expro | Nabors | Noble Corporation | NexTier Oilfield Solutions | |||
| (current CEO, and past CEO and CFO) | (current CFO and other senior executives) | (current CLO) | (current CEO, CFO, COO and other senior executives) | |||
| Valaris | Flowserve | Borr Drilling | Archer | |||
| (past CEO and CLO) | (current CEO) | (current CEO and past CFO) | (current CEO) | |||
| Seadrill | Jacobs | |||||
| (past COO) | (current senior executive) |
| CEO = Chief Executive Officer | CTO = Chief Technology Officer | |||
| CFO = Chief Financial Officer | CLO = Chief Legal Officer / General Counsel | * | Included in our main executive compensation peer groups | |
| COO = Chief Operating / Commercial Officer | CHRO = Chief Human Resources Officer |
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Our Compensation Committee considers formal executive compensation survey data prepared by Pay Governance when it reviews and determines executive compensation, and when considering changes to our executive compensation program. The Committee considers data for the companies comprising our two main executive compensation peer groups—our core industry peer group and our general industry peer group. The Committee believes these peer groups together provide the robust market data necessary to assess the current and future talent markets available to our executive officers, both in the oil and gas sector and in other advanced extractive, technology-driven manufacturing, and industrial engineering-focused sectors. General industry peer group comparisons are particularly relevant for non-operations positions, where skills and experience may be easily transferable to other industries. In addition, the evolving energy industry environment creates challenges in maintaining a robust peer group comprising solely oilfield services and upstream companies, given decreases in individual company scope, as well as bankruptcies and consolidations in recent cycles.
The Committee annually reviews the specific selection criteria for our main executive compensation peer groups, such as competition for business or executive talent, revenue, market capitalization, and scope of international operations. Pay Governance annually recommends for the Committee’s review the addition or removal of companies from these peer groups, based on the Committee’s selection criteria. As a general matter, the Committee selects suitable comparator companies such that the companies in these peer groups, at the median, approximate SLB’s estimated revenue in the then-current year and its then-current market capitalization. The Committee modifies its peer group criteria as appropriate while seeking a satisfactory degree of stability, to provide a consistent basis for comparison.
In July 2021, our Compensation Committee reviewed and approved the companies listed below to comprise our two main executive compensation peer groups, effective for 2022 executive compensation decisions.
| Core Industry Peer Group | |
This peer group comprises ten companies in the energy sector, primarily in the oilfield services and equipment and upstream oil and gas industries, with 2020 revenues between $6.1 billion and $42.9 billion. SLB was positioned at the 90th percentile of this peer group in terms of 2020 revenue, and at the 72nd percentile of this peer group in terms of market capitalization as of April 2021. Our Compensation Committee made no changes to this peer group for 2022 compensation decisions, as compared to 2021. The Committee identified the companies in this peer group as being broadly comparable to SLB in terms of revenue and market value, and also competing with us for business or executive talent. Several members of this peer group frequently seek to recruit SLB executives for their senior executive roles. See “—Competition for Our Executive Talent” on page 45. | Baker Hughes BHP Group ConocoPhillips EOG Resources Halliburton Imperial Oil NOV Occidental Petroleum Suncor Energy TechnipFMC |
| General Industry Peer Group | ||
This peer group comprises 25 mature, advanced extractive, technology-driven manufacturing, and industrial engineering-focused companies, including companies focused on the new energy economy, that have annual revenues, market valuations, and global scopes that are similar to SLB’s. The companies in this peer group had 2020 revenues between $8.9 billion and $44.6 billion, non-U.S. revenue generally greater than 20% of consolidated revenue, and market capitalization greater than $12 billion. This peer group focuses on SLB’s current and future executive talent markets beyond the oil and gas sector, given the competencies needed for SLB’s future success. In July 2021, our Compensation Committee, applying the selection criteria above, removed two companies that did not meet the Committee’s revenue criteria (Lockheed Martin and HP Inc.), and added four new companies, as identified by asterisks at right. As a result of the foregoing, SLB was positioned at the 41st percentile of this peer group in terms of 2020 revenue, and at the 20th percentile of this peer group in terms of market capitalization as of April 2021. | 3M Company ABB Air Products and Chemicals* Anglo American BAE Systems Carrier Global* Caterpillar Compagnie de Saint-Gobain Corning* Deere & Company Dow DuPont de Nemours Eaton | Emerson Electric Freeport-McMoRan General Dynamics Honeywell International Johnson Controls International Koninklijke Philips Linde* LyondellBasell Industries Rio Tinto Rolls-Royce Holdings Schneider Electric Trane Technologies |
| 46 | 2023 Proxy Statement |
Our currently serving NEOs do not have employment, severance or change-in-control agreements with SLB, and they serve at the will of the Board. This enables SLB to terminate their employment using judgment as to the necessity or terms of any severance arrangement and based on specific circumstances at the time they cease being executive officers. For details regarding our agreement with our former EVP New Energy, see “—Elements of 2022 Total Direct Compensation—Other Benefits—Agreement with Senior Strategic Advisor” on page 44.
Our Board and Compensation Committee strongly believe in linking executive long-term rewards to shareholder value. Our executive stock ownership guidelines require our executives to hold a minimum dollar value of SLB shares based on the table below.
| Title | Stock Ownership Multiple |
| Chief Executive Officer | 6x base salary |
| Executive Vice Presidents | 3x base salary |
| Executive officers (non-EVP) | 2x base salary |
| Other EVP direct reports and Presidents | 1x base salary |
All executives subject to the guidelines must retain 50% of the net shares they acquire upon the exercise of stock options and after the vesting of PSUs and RSUs, after payment of applicable taxes, until they achieve the required ownership level.
Under the guidelines, our executives have five years to satisfy the ownership requirements. After the five-year period, executives who have not met their minimum stock ownership requirement must retain 100% of the net shares they acquire upon stock option exercises and any vesting of PSUs and RSUs until they achieve their required ownership level. Stock ownership for the purpose of these guidelines does not include shares underlying vested or unvested stock options, unvested RSUs or unvested PSUs.
As of January 31, 2023, all of our NEOs were in compliance with our stock ownership guidelines.
Our executive officers and directors are prohibited from using any strategies or products (such as derivative securities or short-selling techniques) to hedge, directly or indirectly, against potential changes in the value of SLB shares. In addition, our executive officers and directors, as well as certain other key employees, are prohibited from holding SLB securities in a margin account or pledging SLB 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 SLB securities in a margin account or pledging SLB securities.
On November 17, 2022, Mr. Biguet entered into a 10b5-1 trading plan with his broker, to sell 75,000 shares of SLB common stock over a 12-month period beginning on March 20, 2023. The trading plan also contemplates the exercise (and subsequent sales) of up to 53,000 outstanding stock options.
Our Board has adopted a clawback policy to recoup performance-based incentive compensation, whether paid in the form of equity or cash, in the event of specified restatements of financial results. Under this policy, if financial results are restated due to fraud or other intentional misconduct, our Compensation Committee will review any performance-based or incentive compensation paid to executive officers who are found to be personally responsible for the fraud or other intentional misconduct that caused, in whole or in part, the need for the restatement. Based on that review, the Committee will take any actions it deems appropriate or necessary, including recoupment of any amounts paid in excess of the amounts that would have been paid based on the restated financial results. In addition, our PSU awards and any shares of stock issued upon the vesting of PSU awards are subject to recoupment under the terms of those awards.
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Our Compensation Committee reviews the elements of our NEOs’ total direct compensation throughout the year, to evaluate whether each element remains competitive with the companies in our two main executive compensation peer groups. In making compensation decisions, the Committee relies on its own judgment after reviewing external market data, and also considers the following factors:
| • | the executive’s scope of responsibilities, as well as leadership, management and technical expertise, growth potential, and position in our reporting structure, | |
| • | overall Company and individual performance, | |
| • | retention needs, | |
| • | the recommendations of our CEO (except with respect to his own compensation), and | |
| • | internal pay equity. |
Each January, the Committee evaluates all elements of executive officer compensation, after reviewing the prior year’s results and the achievement of Company financial objectives and each officer’s strategic personal objectives. The purpose of this annual evaluation is to determine whether any changes in an officer’s compensation may be appropriate. The CEO does not participate in the Committee’s deliberations regarding his own compensation. At the Committee’s request, the CEO reviews with the Committee the performance of the other executive officers, but no other NEO has any input in executive compensation decisions. Our Compensation Committee gives substantial weight to the CEO’s evaluations and recommendations because he is particularly able to assess the other executive officers’ performance and contributions to SLB. Our Chief People Officer assists the CEO in developing the other executives’ performance reviews and reviewing external market data to determine the CEO’s executive compensation recommendations.
The table below summarizes the approximate timing of significant annual executive compensation events.
| Event | Timing | |
| Establish Company financial objectives and CEO strategic personal objectives | January of each year with respect to the current year | |
| Review and approve the peer group companies used for compensation benchmarking | July of each year for compensation in the following year | |
| Pay Governance provides analysis for our Compensation Committee to evaluate year-to-date compensation decisions in light of year-to-date comparative data, and to prepare for the annual executive officer compensation review in January | October of each year for compensation in the following year | |
| Evaluate Company and executive performance (achievement of objectives established in previous year) and recommend annual cash incentive payout based on those results | Results approved in January of each year for annual cash incentive compensation with respect to the prior year. The annual cash incentive earned for the prior year is paid in February of the current year | |
| Review and recommend executive base salaries and determine equity-based grants | January of each year for base salaries for that year and for equity-based grants |
Our Compensation Committee is responsible for granting long-term equity-based compensation under our omnibus stock incentive plans. The Committee approves a preliminary budget for equity-based grants for the following year at each October meeting. Awards for the CEO are granted by the Committee following approval by the independent members of the Board. Awards for executive officers other than the CEO are granted by the Committee and discussed with the Board. Management determines the allocation of equity-based grants for other groups within the Company and individual recommendations are made by the heads of the groups and approved by the CEO. In addition to considering the value of each equity-based award, management and the Committee also consider, as an additional factor in approving long-term equity awards, the overall potential shareholder dilution impact and burn rate, which is the rate at which awards are granted as a percentage of SLB shares outstanding.
The regular Board and Compensation Committee meeting schedule is set at least a year in advance, with meetings held quarterly in mid-January, mid-April, mid-July, and mid-October. Annual grants of equity-based awards to our NEOs and other executives, as well as to other eligible employees, are made at the Committee’s January meeting. Additionally, specific grants may be made at other Committee meetings to recognize an employee’s promotion, change in responsibility or specific achievement, or to achieve other key compensation objectives, such as retention. Generally, the Committee sets the grant date for equity awards as the Committee meeting date, which is usually two days in advance of the Company’s announcement of earnings. The Company does not time the release of material non-public information for the purpose of affecting the values of equity grants. At the time equity grant decisions are made, our Compensation Committee is aware of the earnings results, but it does not adjust the size or the mix of grants to reflect possible market reaction.
In addition, PSUs and RSUs do not accrue or pay dividends or dividend equivalents prior to vesting.
| 48 | 2023 Proxy Statement |
Our Compensation Committee has retained Pay Governance as its independent consultant with respect to executive compensation matters, as well as non-employee director compensation matters. Pay Governance works with SLB’s Total Rewards team to compile annual compensation data for each executive officer, and to compare the compensation opportunities of our executive officers with those at comparable roles at companies in our main executive compensation peer groups. Pay Governance also annually prepares an analysis of competitive non-employee director compensation levels and market trends using the same two main peer groups as are used for the annual executive officer compensation review.
Pay Governance reports only to, and acts solely at the direction of, our Compensation Committee. The Committee has assessed the independence of Pay Governance pursuant to SEC rules and has concluded that its work did not raise any conflict of interest that would prevent Pay Governance from independently representing our Compensation Committee.
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The following table sets forth information knownregarding the total compensation paid to us with respectour NEOs for fiscal years 2022, 2021 and 2020.
| Name | Year | Salary ($) | Stock Awards ($) | (2) | Non-Equity Incentive Plan Compensation ($) | (3) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) | (4) | All Other Compensation ($) | (5) | Total ($) | |||
| Olivier Le Peuch Chief Executive Officer | 2022 | 1,550,000 | 11,999,949 | 1,929,750 | — | 234,058 | 15,713,757 | |||||||
| 2021 | 1,400,000 | 10,499,803 | 3,916,100 | 802,703 | 176,896 | 16,795,502 | ||||||||
| 2020 | 1,383,846 | — | 2,251,200 | 1,844,619 | 170,419 | 5,650,084 | ||||||||
| Stephane Biguet Executive Vice President and Chief Financial Officer | 2022 | 850,000 | 3,499,993 | 690,650 | — | 139,327 | 5,179,970 | |||||||
| 2021 | 770,000 | 3,199,750 | 1,458,400 | 462,189 | 127,749 | 6,018,088 | ||||||||
| 2020 | 755,193 | 2,499,742 | 837,000 | 767,587 | 119,081 | 4,978,603 | ||||||||
| Khaled Al Mogharbel Executive Vice President, Geographies | 2022 | 900,000 | 3,499,993 | 731,250 | — | 169,951 | 5,301,194 | |||||||
| 2021 | 900,000 | 3,499,787 | 1,715,850 | — | 244,569 | 6,360,206 | ||||||||
| 2020 | 889,615 | 3,719,674 | 1,045,800 | 297,898 | 262,956 | 6,215,943 | ||||||||
| Abdellah Merad Executive Vice President, Core Services and Equipment | 2022 | 787,500 | 3,499,995 | 620,150 | — | 290,716 | 5,198,361 | |||||||
| Dianne Ralston Chief Legal Officer and Secretary | 2022 | 750,022 | 3,199,948 | 581,250 | 361,028 | 94,160 | 4,986,408 | |||||||
| Ashok Belani(1) Senior Strategic Advisor to the CEO; Former EVP, New Energy | 2022 | 900,000 | 3,600,030 | 174,950 | — | 98,544 | 4,773,524 | |||||||
| 2021 | 900,000 | 3,600,241 | 1,670,850 | 11,685 | 58,374 | 6,241,150 | ||||||||
| 2020 | 889,615 | 3,599,918 | 1,045,800 | 1,205,590 | 70,968 | 6,811,891 |
| (1) | Mr. Belani retired as our EVP, New Energy effective April 1, 2022, and was appointed Senior Strategic Advisor to the CEO. |
| (2) | Includes the value of PSU and RSU awards. For 2022, each amount reflected in the “Stock Awards” column is the aggregate grant date fair value of (x) the 2022 FCF Margin PSUs, 2022 ROCE PSUs and 2022 TSR PSUs at target level performance, and (y) the 2022 RSUs that were granted to our NEOs. Each amount reflects an accounting expense and does not correspond to actual value that may be realized by an NEO in the future. The number of equity awards granted in 2022 to each NEO is provided in the Grants of Plan-Based Awards in 2022 table on page 51. PSUs and RSUs do not pay dividends or dividend equivalents or have voting rights prior to vesting. Accordingly, the fair value of the 2022 FCF Margin PSUs, 2022 ROCE PSUs and 2022 RSUs was the quoted market price of our common stock on the grant date less the present value of the expected dividends not received prior to vesting. The fair value of the 2022 TSR PSUs was determined based on a Monte Carlo simulation. Amounts may not add to values in Grants of Plan-Based Awards in 2022 table due to rounding. |
| The value of each NEO’s 2022 LTI grants at the applicable grant date, assuming achievement of the maximum performance level for all PSUs, would be: Mr. Le Peuch — $20,999,911; Mr. Biguet — $6,124,988; Mr. Al Mogharbel — $6,124,988; Mr. Merad — $6,124,982; Ms. Ralston — $5,599,911; and Mr. Belani — $6,300,047. The NEOs may never realize any value from these LTI grants and, to the extent that they do, the amounts realized may have no correlation to the amounts reported above. | |
| (3) | Annual cash incentive awards to our NEOs are reflected in the “Non-Equity Incentive Plan Compensation” column; as a result, we have excluded the “Bonus” column. |
| (4) | The changes in pension value reported in this column represent the increase in the actuarial present value of an NEO’s accumulated benefit under all benefit and actuarial pension plans in which the NEO participates. This change in present value is not a current cash payment. It represents the change in the value of the NEO’s pensions, which are only paid after retirement. For 2022, due to the large increase in the discount rate over 2021, the change in present value is negative for the following NEOs: Mr. Le Peuch — $(595,110); Mr. Biguet — $(83,597); Mr. Al Mogharbel — $(568,112); Mr. Merad — $(447,204); and Mr. Belani — $(1,424,332). There are no nonqualified deferred compensation earnings reflected in this column because no NEO received above-market or preferential earnings on such compensation during 2022, 2021 or 2020. |
| (5) | Relocation assistance is provided to all employees on a company-wide basis. The amount disclosed for Mr. Le Peuch consists of unfunded credits to the Restoration Savings Plan ($154,833), employer contributions to the SLB 401(k) Plan ($9,150), financial planning services ($13,000), and housing allowance ($57,075). The amount disclosed for Mr. Biguet consists of unfunded credits to the Restoration Savings Plan ($60,102), employer contributions to the SLB 401(k) Plan ($9,150), financial planning services ($13,000), and housing allowance ($57,075). The amount disclosed for Mr. Al Mogharbel consists of unfunded credits to the Restoration Savings Plan ($138,651), employer contributions to the SLB 401(k) Plan ($18,300), and financial planning services ($13,000). The amount disclosed for Mr. Merad consists of unfunded credits to the Restoration Savings Plan ($111,941), employer contributions to the SLB 401(k) Plan ($18,300), financial planning services ($13,000), vacation travel allowance ($30,475), and children’s education ($117,000). The amount disclosed for Ms. Ralston consists of unfunded credits to the Restoration Savings Plan ($56,248), employer contributions to the SLB 401(k) Plan ($18,300), financial planning services ($13,000), and club membership ($6,612). The amount disclosed for Mr. Belani consists of unfunded credits to the Restoration Savings Plan ($67,976), employer contributions to the SLB 401(k) Plan ($9,150), and vacation payout ($21,418). |
| 50 | 2023 Proxy Statement |
The following table provides additional information regarding cash incentive and PSU and RSU awards granted to beneficial ownershipour NEOs in 2022.
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Possible Payouts Under Equity Incentive Plan Awards(3) | All Other Stock | Grant Date Fair Value of Stock | ||||||||||||||||||||
| Name | Award Type | (1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Awards (#) | (4) | Awards ($) | (5) | ||||||||||
| O. Le Peuch | 820,725 | 2,150,625 | 4,652,325 | ||||||||||||||||||||
| FCFM PSU | 1/19/22 | 41,853 | 83,705 | 209,263 | 2,999,987 | ||||||||||||||||||
| ROCE PSU | 1/19/22 | 1 | 83,705 | 209,263 | 2,999,987 | ||||||||||||||||||
| TSR PSU | 1/19/22 | 18,699 | 74,794 | 149,588 | 2,999,987 | ||||||||||||||||||
| 3-year RSU | 1/19/22 | 83,705 | 2,999,987 | ||||||||||||||||||||
| S. Biguet | 300,050 | 786,250 | 1,796,050 | ||||||||||||||||||||
| FCFM PSU | 1/19/22 | 12,207 | 24,414 | 61,035 | 874,998 | ||||||||||||||||||
| ROCE PSU | 1/19/22 | 1 | 24,414 | 61,035 | 874,998 | ||||||||||||||||||
| TSR PSU | 1/19/22 | 5,454 | 21,815 | 43,630 | 875,000 | ||||||||||||||||||
| 3-year RSU | 1/19/22 | 24,414 | 874,998 | ||||||||||||||||||||
| K. Al Mogharbel | 317,700 | 832,500 | 1,800,900 | ||||||||||||||||||||
| FCFM PSU | 1/19/22 | 12,207 | 24,414 | 61,035 | 874,998 | ||||||||||||||||||
| ROCE PSU | 1/19/22 | 1 | 24,414 | 61,035 | 874,998 | ||||||||||||||||||
| TSR PSU | 1/19/22 | 5,454 | 21,815 | 43,630 | 875,000 | ||||||||||||||||||
| 3-year RSU | 1/19/22 | 24,414 | 874,998 | ||||||||||||||||||||
| A. Merad | 277,988 | 728,438 | 1,575,788 | ||||||||||||||||||||
| FCFM PSU | 1/19/22 | 11,161 | 22,321 | 55,803 | 799,985 | ||||||||||||||||||
| ROCE PSU | 1/19/22 | 1 | 22,321 | 55,803 | 799,985 | ||||||||||||||||||
| TSR PSU | 1/19/22 | 4,987 | 19,945 | 39,890 | 799,994 | ||||||||||||||||||
| 3-year RSU | 1/19/22 | 22,321 | 799,985 | ||||||||||||||||||||
| FCFM PSU | 4/19/22 | 896 | 1,792 | 4,480 | 75,013 | ||||||||||||||||||
| ROCE PSU | 4/19/22 | 1 | 1,792 | 4,480 | 75,013 | ||||||||||||||||||
| TSR PSU | 4/19/22 | 505 | 2,020 | 4,040 | 75,003 | ||||||||||||||||||
| 3-year RSU | 4/19/22 | 1,799 | 75,018 | ||||||||||||||||||||
| D. Ralston | 264,758 | 693,770 | 1,500,794 | ||||||||||||||||||||
| FCFM PSU | 1/19/22 | 11,161 | 22,321 | 55,803 | 799,985 | ||||||||||||||||||
| ROCE PSU | 1/19/22 | 1 | 22,321 | 55,803 | 799,985 | ||||||||||||||||||
| TSR PSU | 1/19/22 | 4,987 | 19,945 | 39,890 | 799,994 | ||||||||||||||||||
| 3-year RSU | 1/19/22 | 22,321 | 799,985 | ||||||||||||||||||||
| A. Belani | 317,700 | 832,500 | 1,800,900 | ||||||||||||||||||||
| FCFM PSU | 1/19/22 | 12,556 | 25,112 | 62,780 | 900,014 | ||||||||||||||||||
| ROCE PSU | 1/19/22 | 1 | 25,112 | 62,780 | 900,014 | ||||||||||||||||||
| TSR PSU | 1/19/22 | 5,610 | 22,438 | 44,876 | 899,988 | ||||||||||||||||||
| 3-year RSU | 1/19/22 | 25,112 | 900,014 | ||||||||||||||||||||
| (1) | All equity grants were awarded under the 2017 SLB Omnibus Stock Incentive Plan (as amended and restated, the 2017 Incentive Plan). |
| (2) | These columns show the possible cash incentive payouts for each NEO for fiscal year 2022 based on performance goals set for the year. Threshold, target and maximum possible payouts are based on the annual cash incentive range established for each NEO, which is expressed as a percentage of base salary for the year. Actual cash incentive amounts earned for 2022 are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For information about the 2022 cash incentive paid to our NEOs, see “Compensation Discussion and Analysis—Elements of 2022 Total Direct Compensation—Annual Cash Incentive Awards” beginning on page 36. |
| (3) | Relates to PSUs, all of which are subject to a three-year performance period. See “Compensation Discussion and Analysis—Elements of 2022 Total Direct Compensation—Long-Term Equity Incentive Awards” beginning on page 39 for a detailed description of our PSUs, including the criteria to be applied in determining vesting of PSUs. “Threshold” represents the number of shares deliverable on achievement of the applicable threshold performance goal under each PSU grant. The PSU award agreements provide that no PSUs will vest unless a specified threshold level of performance is achieved. “Target” represents the number of shares deliverable on achievement of target performance under each PSU grant, and “Maximum” reflects the highest possible payout (250% of target for the 2022 FCF Margin PSUs and 2022 ROCE PSUs, and 200% of target for the 2022 TSR PSUs). PSUs do not accrue or pay dividends or dividend equivalents prior to vesting. Vested PSUs are paid in shares of our common stock. |
| 2023 Proxy Statement | 51 |
|
| (4) | Relates to RSUs, all of which will vest on the third anniversary of the applicable grant date, subject to continued employment with SLB. RSUs do not accrue or pay dividends or dividend equivalents prior to vesting. Vested RSUs are paid in shares of our common stock. |
| (5) | With respect to PSU awards, this column reflects the grant date fair value for such PSUs at target. We calculated the grant date fair value of each PSU award by multiplying the number of PSUs at target by the applicable grant date fair values for the PSUs: (i) $35.84 for the FCF Margin PSUs and ROCE PSUs issued to our NEOs in January 2022; (ii) $40.11 for the TSR PSUs issued to our NEOs in January 2022; (iii) $41.86 for the FCF Margin PSUs and ROCE PSUs issued to Mr. Merad in April 2022 in connection with his promotion to the role of EVP, Core Services and Equipment; and (iv) $37.13 for the TSR PSUs issued to Mr. Merad in April 2022 in connection with his promotion. With respect to RSU awards, we calculated the grant date fair value by multiplying the number of RSUs by the applicable grant date fair value: (x) $35.84 for the RSUs issued to our NEOs in January 2022; and (y) $41.70 for the RSUs issued to Mr. Merad in April 2022 in connection with his promotion. |
The following table provides additional information regarding outstanding and unexercised stock options and outstanding PSU and RSU awards for each of our common stockNEOs as of JanuaryDecember 31, 2022.
| Option Awards | Stock Awards | |||||||||||||||||||||||
| Name | Option/ PSU/RSU Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | (1) | Number of Securities Underlying Unexercised Options Unexercisable (#) | (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | (2) | |||||||||||
| O. Le Peuch | 4/18/2013 | 30,000 | — | 70.925 | 4/18/2023 | |||||||||||||||||||
| 4/16/2014 | 30,000 | — | 100.555 | 4/16/2024 | ||||||||||||||||||||
| 4/16/2015 | 24,000 | — | 91.740 | 4/16/2025 | ||||||||||||||||||||
| 4/20/2016 | 30,000 | — | 80.525 | 4/20/2026 | ||||||||||||||||||||
| 1/19/2017 | 15,000 | — | 87.380 | 1/19/2027 | ||||||||||||||||||||
| 1/20/2021 | 220,580 | (3) | 11,792,207 | |||||||||||||||||||||
| 1/20/2021 | 110,290 | (4) | 5,896,103 | |||||||||||||||||||||
| 2/3/2021 | 96,440 | (5) | 5,155,682 | |||||||||||||||||||||
| 1/19/2022 | 242,204 | (6) | 12,948,226 | |||||||||||||||||||||
| 1/19/2022 | 83,705 | (7) | 4,474,869 | |||||||||||||||||||||
| S. Biguet | 4/18/2013 | 20,000 | — | 70.925 | 4/18/2023 | |||||||||||||||||||
| 10/17/2013 | 20,000 | — | 91.280 | 10/17/2023 | ||||||||||||||||||||
| 1/16/2014 | 13,000 | — | 88.765 | 1/16/2024 | ||||||||||||||||||||
| 1/15/2015 | 18,000 | — | 77.795 | 1/15/2025 | ||||||||||||||||||||
| 1/21/2016 | 28,000 | — | 61.920 | 1/21/2026 | ||||||||||||||||||||
| 1/15/2020 | 75,980 | (8) | 4,061,891 | |||||||||||||||||||||
| 1/20/2021 | 67,220 | (3) | 3,593,581 | |||||||||||||||||||||
| 1/20/2021 | 33,610 | (4) | 1,796,791 | |||||||||||||||||||||
| 2/3/2021 | 29,390 | (5) | 1,571,189 | |||||||||||||||||||||
| 1/19/2022 | 70,643 | (6) | 3,776,575 | |||||||||||||||||||||
| 1/19/2022 | 24,414 | (7) | 1,305,172 | |||||||||||||||||||||
| K. Al Mogharbel | 4/18/2013 | 20,000 | — | 70.925 | 4/18/2023 | |||||||||||||||||||
| 7/18/2013 | 50,000 | — | 78.305 | 7/18/2023 | ||||||||||||||||||||
| 1/16/2014 | 53,000 | — | 88.765 | 1/16/2024 | ||||||||||||||||||||
| 1/15/2015 | 71,000 | — | 77.795 | 1/15/2025 | ||||||||||||||||||||
| 1/21/2016 | 114,000 | — | 61.920 | 1/21/2026 | ||||||||||||||||||||
| 1/15/2020 | 113,060 | (8) | 6,044,188 | |||||||||||||||||||||
| 1/20/2021 | 73,520 | (3) | 3,930,379 | |||||||||||||||||||||
| 1/20/2021 | 36,760 | (4) | 1,965,190 | |||||||||||||||||||||
| 2/3/2021 | 32,150 | (5) | 1,718,739 | |||||||||||||||||||||
| 1/19/2022 | 70,643 | (6) | 3,776,575 | |||||||||||||||||||||
| 1/19/2022 | 24,414 | (7) | 1,305,172 | |||||||||||||||||||||
| 52 | 2023 Proxy Statement |
| Option Awards | Stock Awards | |||||||||||||||||||||||
| Name | Option/ PSU/RSU Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | (1) | Number of Securities Underlying Unexercised Options Unexercisable (#) | (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | (2) | |||||||||||
| A. Merad | 4/18/2013 | 4,000 | — | 70.925 | 4/18/2023 | |||||||||||||||||||
| 4/16/2014 | 20,000 | — | 100.555 | 4/16/2024 | ||||||||||||||||||||
| 4/16/2015 | 20,000 | — | 91.740 | 4/16/2025 | ||||||||||||||||||||
| 4/20/2016 | 20,000 | — | 80.525 | 4/20/2026 | ||||||||||||||||||||
| 1/15/2020 | 97,260 | (8) | 5,199,520 | |||||||||||||||||||||
| 1/20/2021 | 67,220 | (3) | 3,593,581 | |||||||||||||||||||||
| 1/20/2021 | 33,610 | (4) | 1,796,791 | |||||||||||||||||||||
| 2/3/2021 | 29,390 | (5) | 1,571,189 | |||||||||||||||||||||
| 1/19/2022 | 64,587 | (6) | 3,452,821 | |||||||||||||||||||||
| 1/19/2022 | 22,321 | (7) | 1,193,281 | |||||||||||||||||||||
| 4/19/2022 | 5,604 | (6) | 299,590 | |||||||||||||||||||||
| 4/19/2022 | 1,799 | (9) | 96,175 | |||||||||||||||||||||
| D. Ralston | 12/1/2020 | 44,760 | (8) | 2,392,870 | ||||||||||||||||||||
| 12/1/2020 | 34,604 | (10) | 1,849,930 | |||||||||||||||||||||
| 1/20/2021 | 67,220 | (3) | 3,593,581 | |||||||||||||||||||||
| 1/20/2021 | 33,610 | (4) | 1,796,791 | |||||||||||||||||||||
| 2/3/2021 | 29,390 | (5) | 1,571,189 | |||||||||||||||||||||
| 1/19/2022 | 64,587 | (6) | 3,452,821 | |||||||||||||||||||||
| 1/19/2022 | 22,321 | (7) | 1,193,281 | |||||||||||||||||||||
| A. Belani | 1/17/2013 | 72,000 | — | 73.250 | 1/17/2023 | |||||||||||||||||||
| 1/16/2014 | 60,000 | — | 88.765 | 1/16/2024 | ||||||||||||||||||||
| 1/15/2015 | 80,000 | — | 77.795 | 1/15/2025 | ||||||||||||||||||||
| 1/21/2016 | 128,000 | — | 61.920 | 1/21/2026 | ||||||||||||||||||||
| 1/15/2020 | 109,420 | (8) | 5,849,593 | |||||||||||||||||||||
| 1/20/2021 | 75,640 | (3) | 4,043,714 | |||||||||||||||||||||
| 1/20/2021 | 37,820 | (4) | 2,021,857 | |||||||||||||||||||||
| 2/3/2021 | 33,060 | (5) | 1,767,388 | |||||||||||||||||||||
| 1/19/2022 | 72,662 | (6) | 3,884,511 | |||||||||||||||||||||
| 1/19/2022 | 25,112 | (7) | 1,342,488 | |||||||||||||||||||||
| (1) | All outstanding stock options vested ratably over five years. |
| (2) | Market value is based on $53.46, the December 30, 2022 closing price of shares of our common stock, multiplied by the number of unvested PSUs or RSUs reflected in the previous column. |
| (3) | Reflects the target number of FCF Margin PSUs and ROCE PSUs that were issued in January 2021 and that will vest, if at all, in January 2024, subject to the achievement of performance conditions. |
| (4) | Reflects the number of three-year RSUs that were issued in January 2021 and that will vest on January 20, 2024, subject to continued employment with SLB through that date. |
| (5) | Reflects the target number of TSR PSUs that were issued in February 2021 and that will vest, if at all, in January 2024, subject to the achievement of performance conditions. |
| (6) | Reflects the target number of FCF Margin PSUs, ROCE PSUs, and TSR PSUs that were issued in January 2022 and, solely to Mr. Merad, April 2022, and that will vest, if at all, in January 2025, subject to the achievement of performance conditions. |
| (7) | Reflects the number of three-year RSUs that were issued in January 2022 and that will vest on January 19, 2025, subject to continued employment with SLB through that date. |
| (8) | Reflects the target number of free cash flow conversion PSUs and ROCE PSUs that were issued in January 2020 and, solely to Ms. Ralston, December 2020, and that were scheduled to vest in January 2023, subject to the achievement of performance conditions. |
| (9) | Reflects the number of three-year RSUs that were issued to Mr. Merad in April 2022 and that will vest on April 19, 2025, subject to his continued employment with SLB through that date. |
| (10) | In December 2020, SLB issued 103,810 RSUs to Ms. Ralston in connection with her appointment as Chief Legal Officer, of which 34,603 RSUs vested on December 1, 2021 and 34,603 RSUs vested on December 1, 2022. The remaining 34,604 RSUs will vest on December 1, 2023, subject to Ms. Ralston’s continued employment with SLB through that date. |
| 2023 Proxy Statement | 53 |
|
The following table provides additional information regarding stock options that were exercised and PSU and RSU awards that vested during 2022 for our NEOs.
| Option Awards | Stock Awards | ||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |||||
| O. Le Peuch | — | — | 903,787 | (1) | 33,181,010 | ||||
| S. Biguet | — | — | 90,720 | 3,330,631 | |||||
| K. Al Mogharbel | — | — | 269,808 | 10,203,307 | |||||
| A. Merad | — | — | 193,536 | 7,105,347 | |||||
| D. Ralston | — | — | 34,603 | 1,802,816 | |||||
| A. Belani | — | — | 217,728 | 7,993,515 | |||||
| (1) | Reflects shares acquired upon vesting in 2022 with respect to three PSU awards made to Mr. Le Peuch in January 2019, April 2019 and August 2019. In connection with Mr. Le Peuch’s promotion to CEO in August 2019, he received a PSU award with a target value of $10.5 million, which served as and was granted in lieu of any 2020 LTI award. Because Mr. Le Peuch did not receive any LTI award in 2020, he will not vest in any PSUs or RSUs in 2023. As a result, the Stock Awards columns of the “Option Exercises and Stock Vested in 2023” table in our 2024 proxy statement will reflect zero shares acquired on vesting and zero value received on vesting for Mr. Le Peuch. |
We maintain the following pension plans for our NEOs and other employees who began employment with SLB at times when new hires were eligible to participate. These plans provide for lifetime pensions upon retirement, based on years of service:
| • | Schlumberger Technology Corporation Pension Plan (STC Pension Plan); | |
| • | Schlumberger Technology Corporation Supplementary Benefit Plan (STC Supplementary Plan); | |
| • | Schlumberger Limited Supplementary Benefit Plan (SL Supplementary Plan); and | |
| • | Schlumberger International Staff Pension Plan (International Staff Pension Plan). |
The following table and the discussion below provide information regarding pension benefits payable to our NEOs.
| Name | Plan Name | Number of Years of Credited Service (#) | (1) | Present Value of Accumulated Benefits ($) | (2) | Payments During Last Fiscal Year | ||
| O. Le Peuch | STC Pension Plan | 12.75 | 786,105 | — | ||||
| STC Supplementary Plan | 7.25 | 1,069,300 | — | |||||
| SL Supplementary Plan | 4.00 | 3,456,270 | — | |||||
| International Staff Pension Plan | 6.50 | 2,014,993 | — | |||||
| S. Biguet | STC Pension Plan | 8.41 | 494,481 | — | ||||
| SL Supplementary Plan | 6.00 | 1,710,367 | — | |||||
| International Staff Pension Plan | 3.70 | 181,607 | — | |||||
| K. Al Mogharbel | International Staff Pension Plan | 16.20 | 1,273,524 | — | ||||
| A. Merad | International Staff Pension Plan | 14.90 | 804,454 | — | ||||
| D. Ralston | SL Supplementary Plan | 7.50 | 495,412 | — | ||||
| A. Belani | STC Pension Plan | 20.33 | 1,192,840 | — | ||||
| STC Supplementary Plan | 2.58 | 100,006 | — | |||||
| SL Supplementary Plan | 17.75 | 5,577,768 | — | |||||
| International Staff Pension Plan | 10.00 | 490,506 | — |
| (1) | The “Number of Years of Credited Service” column reflects each NEO’s actual years of service as a participant in each plan. |
| (2) | The present value of accumulated benefits is calculated using the Pri-2012 healthy retiree amount-weighted table for participants and the contingent survivor amount-weighted table for spouses, both with generational projection using SSA-2022, and a discount rate of 5.50% at December 31, 2022. Retirement in each case is assumed to be the earlier of normal retirement age or December 31, 2022 if the NEO is employed after normal retirement age, or, as to our U.S. plans, the date that the sum of the NEO’s age plus years of service has reached, or is expected to reach, 85, but not before the NEO reaches age 55. Additional assumptions that we use in calculating the present value of accumulated benefits are incorporated herein by reference to Note 16, “Pension and Other Postretirement Benefit Plans” to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022. |
| 54 | 2023 Proxy Statement |
The STC Pension Plan is a U.S. tax-qualified pension plan, funded through cash contributions made by (i)SLB based on actuarial valuations and regulatory requirements. Benefits under the STC Pension Plan are based on an employee’s admissible compensation (generally base salary and cash incentive) for each directoryear in which an employee participates in the plan, and director nominee, (ii)the employee’s length of service with SLB.
Since 1989, the benefit earned under the STC Pension Plan has been 1.5% of admissible compensation for service prior to the employee’s completion of 15 years of active service and 2.0% of admissible compensation for service after completion of 15 years of active service. Normal retirement under the plan is at age 65; however, early retirement with a reduced benefit is possible at age 55 or as early as age 50 with 20 years of service. Mr. Biguet is eligible for early retirement with a reduced pension. Additionally, under the “rule of 85”, an employee or executive officer who terminates employment after age 55 and whose combined age and service is 85 or more, is eligible for retirement with an unreduced pension. Messrs. Le Peuch and Belani are eligible for retirement with an unreduced pension under the rule of 85. The benefits are usually paid as a lifetime annuity.
In 2004, we amended the STC Pension Plan to generally provide that employees hired on or after October 1, 2004 would not be eligible to participate. Newly hired employees are eligible to participate in an enhanced defined contribution plan, which provides a Company matching contribution depending on an employee’s 401(k) contribution, as well as a Company discretionary profit sharing contribution based on our profitability in a given year.
The SL Supplementary Plan and the STC Supplementary Plan each provide non-tax-qualified pension benefits. Each of these plans, which have substantially identical terms, provides an eligible employee with benefits equal to the benefits that the employee is unable to receive under a qualified pension plan due to the Internal Revenue Code limits on (1) annual compensation that can be taken into account under qualified plans and (2) annual benefits that can be provided under qualified plans.
The retirement eligibility rules under SLB’s nonqualified pension plans are the same as under the STC Pension Plan. These benefits are subject to forfeiture if the employee leaves SLB before the age of 50 with five years of service, engages in certain dishonest acts or has violated a confidentiality arrangement with us. Reduced benefits are paid to an employee upon separation from service, provided the employee has attained the age of 55, or if earlier, age 50 with 20 years of service. Messrs. Le Peuch and Belani are eligible for retirement with an unreduced pension under the rule of 85, described above. Mr. Biguet and Ms. Ralston are eligible for early retirement with a reduced pension. These nonqualified plan benefits are payable in cash from SLB’s general assets and are intended to qualify as “excess benefit plans” exempt from certain requirements of Title I of the named executive officersEmployee Retirement Income Security Act of 1974.
We maintain the International Staff Pension Plan for certain employees who work in many different countries over the course of their careers, and (iii) all directors and executive officers as a group.
Beneficial ownership is determined under the ruleswho otherwise would be unable to accumulate any meaningful pension. Most of the SEC and generally includes voting or investment power with respect to securities. Except as indicatedNEOs have either been in the footnotesInternational Staff Pension Plan at some time during their career prior to the table below and subject to applicable community property laws, to our knowledge the persons namedbecoming an executive officer or are in the table below have sole votingplan because of their current assignment. This plan provides for a lifetime annuity upon retirement based on a specified number of years of service. The plan is funded through cash contributions made by SLB together with mandatory contributions by employees.
Prior to 2010, benefits under this plan were based on a participant’s admissible compensation (base salary, geographical or rotational coefficient, as applicable, and investment powercash incentive) for each year in which the employee participated in the plan and the employee’s length of service. The benefit earned up to year-end 2009 is 2.4% of admissible compensation prior to completion of 15 years of service, and 3.2% of admissible compensation for each year of service after 15 years. Following the completion of 20 years of service, the benefit earned with respect to the securities listed. Nonefirst 15 years of service is increased to 3.2%. Benefits are payable upon normal retirement age, at or after age 55, or upon early retirement with a reduction, at or after age 50 with 20 years of service. With respect to pension rights accrued prior to 2010, Messrs. Le Peuch and Belani are eligible for normal retirement with no reduction, and Messrs. Al Mogharbel and Biguet are eligible for early retirement with a reduced pension. Since January 1, 2010, the benefit earned has been equal to 3.5% of admissible compensation regardless of an employee’s years of service. Benefits earned on or after this date are payable upon normal retirement age, at or after age 60, or upon early retirement at or after age 55 with a reduced pension. With respect to pension rights accrued in 2010 or later, Messrs. Al Mogharbel, Biguet, and Merad will become eligible for normal retirement upon reaching age 60 and early retirement upon reaching age 55.
| 2023 Proxy Statement | 55 |
|
The following table and the discussion below provide information regarding nonqualified deferred compensation payable to our NEOs.
| Name | Plan Name | Executive Contributions in Last FY ($) | (1) | Company Contributions in Last FY ($) | (2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | (3) | |||||||||||||
| O. Le Peuch | SL Supplementary Plan | — | — | (16,380) | — | 99,926 | ||||||||||||||||
| International Staff Profit Sharing Plan | — | — | (261,045) | — | 1,436,099 | |||||||||||||||||
| Restoration Savings Plan | 2,580,550 | 154,833 | (559,780) | — | 5,557,957 | |||||||||||||||||
| S. Biguet | SL Supplementary Plan | — | — | (524) | — | 17,900 | ||||||||||||||||
| International Staff Profit Sharing Plan | — | — | (73,044) | — | 424,370 | |||||||||||||||||
| Restoration Savings Plan | 560,952 | 60,102 | (175,502) | — | 1,500,536 | |||||||||||||||||
| K. Al Mogharbel | SL Supplementary Plan | — | — | (28,879) | — | 162,210 | ||||||||||||||||
| International Staff Profit Sharing Plan | — | — | (130,915) | — | 720,209 | |||||||||||||||||
| Restoration Savings Plan | 231,085 | 138,651 | (272,152) | — | 2,683,405 | |||||||||||||||||
| A. Merad | SL Supplementary Plan | — | — | (528) | — | 2,965 | ||||||||||||||||
| International Staff Profit Sharing Plan | — | — | (96,699) | — | 531,972 | |||||||||||||||||
| Restoration Savings Plan | 111,941 | 111,941 | 29,968 | — | 643,578 | |||||||||||||||||
| D. Ralston | Restoration Savings Plan | 187,492 | 56,248 | 21,880 | — | 281,625 | ||||||||||||||||
| A. Belani | SL Supplementary Plan | — | — | (111,626) | — | 726,834 | ||||||||||||||||
| International Staff Profit Sharing Plan | — | — | (197,662) | — | 1,325,613 | |||||||||||||||||
| Restoration Savings Plan | 135,951 | 67,975 | (51,892) | — | 3,649,483 | |||||||||||||||||
| (1) | Represents an NEO’s elective contributions to the Restoration Savings Plan of a portion of base salary and non-equity incentive plan compensation. |
| (2) | Represents SLB’s contributions to each NEO’s SL Supplementary Plan, International Staff Profit Sharing Plan and Restoration Savings Plan accounts, as applicable, which amounts are also reported as 2022 “All Other Compensation” in the Summary Compensation Table. |
| (3) | Represents each NEO’s account balances for the Restoration Savings Plan, the SL Supplementary Plan and the International Staff Profit Sharing Plan, as applicable. |
The SL Supplementary Plan provides eligible employees, including our NEOs, with certain non-tax-qualified defined contribution benefits, including discretionary Company profit sharing contributions that are not permissible under a tax-qualified plan due to Internal Revenue Code limits on (1) annual compensation that can be taken into account under the qualified plan and (2) annual benefits that can be provided under the qualified plan. These nonqualified plan benefits are credited with earnings and losses based on employee investment elections. An employee forfeits rights under the nonqualified plans if the employee terminates employment before completing four years of service, engages in certain dishonest acts or has violated a confidentiality arrangement with us. These nonqualified plan benefits are paid in a lump-sum payment following the end of the sharesyear in which the employee terminates active service, or the employee can elect to receive payment in installments of five or ten years following the termination of service.
SLB maintains the International Staff Profit Sharing Plan, which provides for an annual employer contribution based on admissible compensation (base salary, geographical or rotational coefficient, as applicable, and cash incentive). Amounts allocated to the participants’ accounts share in investment gains and/or losses of the trust fund and are generally distributed in a lump sum upon the satisfaction of certain conditions on termination of employment or, upon the employee’s election, may be converted to additional pension rights under the International Staff Pension Plan. Benefits earned under the International Staff Profit Sharing Plan will be forfeited upon a determination by the International Staff Profit Sharing Plan’s administrator that the employee’s separation from service was due to circumstances of fraud or misconduct detrimental to us or any customer.
| 56 | 2023 Proxy Statement |
The Restoration Savings Plan, a nonqualified deferred compensation plan, provides certain defined contribution benefits for our NEOs and other eligible employees. The Restoration Savings Plan allows an eligible employee to defer compensation (and receive an associated employer match) that the employee cannot otherwise defer under a tax-qualified plan because of Internal Revenue Code limits on the amount of compensation that can be taken into account. STC maintains the STC Restoration Savings Plan with substantially identical terms.
An eligible employee may elect in advance to defer a percentage (from 1% to 50%) of admissible compensation (generally base salary and cash incentive) over the Internal Revenue Code annual compensation limits. We make matching contributions with respect to each employee’s deferrals. For employees who participate in any SLB tax-qualified pension plan, the amount of the matching contribution equals 50% of the first 6% deferred by the employee. For employees who do not participate in any SLB tax-qualified pension plan, the matching contribution is 100% of the first 6% deferred by the employee. The match is made each payroll period and is not contingent on SLB’s profitability. Employees’ accounts are credited with earnings based on their investment elections. All NEOs are 100% vested in their Restoration Savings Plan matching contributions and related earnings.
An employee’s vested account balance is paid in a single lump sum (subject to tax withholding) following the participant’s death, qualifying disability, retirement or other qualifying termination of employment or, subject to certain limitations, the employee can elect to receive payment in installments of five or ten years following the termination of employment. However, employees forfeit all benefits under the plan if a determination is made that they have engaged in certain dishonest acts or violated a confidentiality arrangement with us. Payment to key employees is delayed six months following separation from service.
Our NEOs generally receive the same benefits as our other employees. As is the case with our other compensation arrangements, any differences are generally due to local (country-specific) requirements. In line with this practice, our NEOs do not have employment or severance agreements during their service with us as executive officers. Nor do our NEOs have change in control agreements or “golden parachutes”. Our NEOs serve at the will of the Board, which enables SLB to terminate their employment using judgment as to the necessity or terms of any severance arrangement and based on specific circumstances at the time they cease being executive officers. For details regarding our agreement with Mr. Belani, see “Compensation Discussion and Analysis—Elements of 2022 Total Direct Compensation—Other Benefits—Agreement with Senior Strategic Advisor” on page 44.
All employees who receive equity awards, including our NEOs, are subject to any pledge.the same terms and conditions in the event of a termination or change in control, except for certain stock options that were assumed in connection with our acquisition of Cameron International Corporation (Cameron), none of which are held by our NEOs.
If a PSU or RSU holder’s employment with SLB terminates prior to an applicable vesting date, that holder’s PSUs and RSUs will be treated as follows:
| • | If the holder’s employment terminates due to death or disability, the target number of PSUs will immediately vest, and all unvested RSUs will immediately vest in full. | |
| • | If the holder’s employment terminates due to retirement or, with Compensation Committee approval, early retirement or special retirement, the holder will vest in PSUs on the regularly scheduled vesting dates, with the number of PSUs determined as if the holder’s employment had not been terminated. | |
| • | If the holder’s employment terminates due to retirement or, with Compensation Committee approval, early retirement, the holder will vest in RSUs on the regularly scheduled vesting dates. | |
| • | If an individual terminates employment for another reason, no additional vesting is provided and the individual will automatically forfeit all outstanding PSUs and RSUs without any additional consideration by SLB. |
For these purposes, “retirement,” “early retirement,” “special retirement” and “disability” have the meanings assigned to those terms in the applicable PSU and RSU award agreements. The numberapplicable date of shares beneficially owned by each person“retirement,” “early retirement” or group“special retirement” takes into consideration the completion of any active employment period, including employment pursuant to our officer departure guidelines described on page 44.
| 2023 Proxy Statement | 57 |
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If a stock option holder’s employment with SLB terminates, that holder’s outstanding options will be treated as of January 31, 2020 includes shares of common stock that such person or group hasfollows:
| Reason for Termination of Employment | Vesting | Post-Employment Exercise Period | ||
| Voluntary termination with SLB consent or termination by SLB other than for cause | No additional vesting | Exercisable (to the extent exercisable at termination) at any time within three months after termination. | ||
| Termination by SLB for cause | None | Vested and unvested options forfeited immediately. | ||
| Retirement | Continued vesting as if still employed with SLB | Exercisable for 10 years from original grant date. | ||
| Special Retirement | No additional vesting | Exercisable (to the extent exercisable at termination) at any time during the 60-month period after termination due to retirement or during the remainder of the option period, whichever is shorter. | ||
| Death or Disability | Full immediate vesting | Exercisable at any time during the 60-month period after termination due to death or disability or during the remainder of the option period, whichever is shorter. |
Notwithstanding the vesting and exercisability provisions described above, an option holder may forfeit the right to acquireexercise stock options, and may have certain prior option exercises rescinded, if the option holder engages in “detrimental activity” within 60 daysone year after termination of Januaryemployment (or five years after termination of employment in the event of retirement or disability).
Under our omnibus incentive plans, in the event of a merger, consolidation, acquisition of property or stock, separation, spinoff, reorganization or liquidation (each a Corporate Transaction), our Board may, in its sole discretion, (i) provide for the substitution of a new award (or other arrangement) for or assumption of any award, (ii) provide for accelerated vesting of any awards, or (iii) decide to cancel any awards and deliver to the holders cash in an amount that our Board determines in its sole discretion is equal to the fair market value of such awards on the date of such event. However, no current agreement with respect to our outstanding RSUs, PSUs and stock options currently provides for any definitive special treatment upon such a Corporate Transaction.
The following table sets forth the value of the unvested RSUs and PSUs (at target) and the intrinsic value of the unvested stock options held by each NEO as of December 31, 2020, including2022, that would become vested upon the exerciseoccurrence of optionsa Corporate Transaction, assuming that the Board elects to purchase common stock oraccelerate the vesting of RSUs, or PSUs. References toPSUs and stock options as provided in the footnotesprevious paragraph. Due to the various factors that could affect the nature and amount of any benefits provided upon these events, any amounts actually paid or distributed may be different. Factors that could affect these amounts include the time during the year of any such event, the price of SLB common stock and SLB’s achievement of any relevant performance metric.
| Upon Corporate Transaction | ||||||||
| Name | Value of Unvested RSUs and PSUs (at Target) ($) | (1) | Intrinsic Value of Unvested Options ($) | (2) | ||||
| O. Le Peuch | 40,267,088 | — | ||||||
| S. Biguet | 16,105,199 | — | ||||||
| K. Al Mogharbel | 18,740,243 | — | ||||||
| A. Merad | 17,202,947 | — | ||||||
| D. Ralston | 15,850,462 | — | ||||||
| A. Belani | 18,909,550 | — | ||||||
| (1) | Calculated by multiplying the December 30, 2022 closing price of our common stock ($53.46) by the number of outstanding, unvested RSUs and PSUs (at target) held by the executive as of that date. |
| (2) | Reflects that the December 30, 2022 closing price of our common stock ($53.46) was lower than the exercise price of all stock options held by our NEOs as of that date. |
| 58 | 2023 Proxy Statement |
Our pension plans and nonqualified deferred compensation plans include the same terms and conditions for all participating employees in the event of a termination or change in control. The Restoration Savings Plan provides for accelerated payment of vested account balances within 30 days following a change in control as defined under Internal Revenue Code section 409A. Other than the Restoration Savings Plan, none of our nonqualified plans provide for the accelerated payment of benefits upon a change in control. For more information on these plans, see the Pension Benefits table below include only options outstandingand accompanying discussion beginning on page 54 above and the Nonqualified Deferred Compensation table and accompanying discussion beginning on page 56 above.
The following table sets forth the amounts as of JanuaryDecember 31, 20202022 of benefit payments that are currently exercisable or that become exercisable within 60 days of January 31, 2020. Referenceswould be accelerated under the Restoration Savings Plan upon a change in control.
| Name | Amount ($) | |
| O. Le Peuch | 5,557,957 | |
| S. Biguet | 1,500,536 | |
| K. Al Mogharbel | 2,683,405 | |
| A. Merad | 643,578 | |
| D. Ralston | 281,625 | |
| A. Belani | 3,649,483 |
Retiree Medical
Subject to any restricted stock, RSUs or PSUssatisfying certain age, service and contribution requirements, most U.S. employees, including NEOs in the footnotesUnited States, are eligible to participate in a retiree medical program. Generally, this program provides comprehensive medical, prescription drug and vision benefits for retirees and their dependents until attaining age 65. The program also provides annual contributions to a health reimbursement arrangement that can be used to purchase medical coverage or Medicare supplemental coverage and other tax-deductible expenses.
The following table sets forth the table below include only restricted stock, RSUs and PSUs outstandingfollowing information as of JanuaryDecember 31, 20202022 for all equity compensation plans approved and not approved by our shareholders.
| Plan category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted- average exercise price of such outstanding options, warrants and rights ($) | (1) | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||
| Equity compensation plans approved by security holders | 33,525,663 | 70.41 | 48,886,386 | (2) | ||||||||
| Equity compensation plans not approved by security holders(3) | 1,575,266 | 68.28 | — | |||||||||
| Total | 35,100,929 | 70.31 | 48,886,386 | (2) | ||||||||
| (1) | The weighted average price does not take into account shares issuable upon the vesting of outstanding PSUs or RSUs, which have no exercise price. |
| (2) | Includes 570,973 shares of common stock issuable under the Directors Stock Plan at December 31, 2022. |
| (3) | Consists solely of options that were assumed in connection with our 2016 acquisition of Cameron, none of which are held by our NEOs. |
Equity compensation plans approved by our shareholders include the Directors Stock Plan, as amended and restated; the 2017 Incentive Plan; the 2013 SLB Omnibus Stock Incentive Plan, as amended and restated; the 2010 SLB Omnibus Stock Incentive Plan, as amended and restated (the 2010 Incentive Plan); the French Sub Plan under the 2010, 2013 and 2017 SLB Omnibus Stock Incentive Plans, as amended and restated; the SLB Discounted Stock Purchase Plan, as amended and restated; the SLB 2008 Stock Incentive Plan, as amended and restated (the 2008 Incentive Plan); and the SLB 2005 Stock Incentive Plan, as amended and restated (the 2005 Incentive Plan). There are currently vestedno securities issuable under the 2010 Incentive Plan, the 2008 Incentive Plan or that will vest within 60 days of January 31, 2020. The table below excludes the number of shares that have been earned under our 2017 ROCE PSUs but not yet finally determined, as described in “Compensation Discussion and Analysis—Payouts Under PSU Awards—2020 Payouts Under 2017 ROCE PSUs,” on page 41 above.
For each individual and group included in the table below, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the 1,387,980,608 shares of common stock outstanding on January 31, 2020, plus the number of shares of common stock that such person or group had the right to acquire on or within 60 days of January 31, 2020.
As of January 31, 2020, no director, director nominee or named executive officer owned more2005 Incentive Plan, other than 1% of the outstanding shares of Schlumberger’s common stock. All directors and executive officers as a group owned less than 1% of the outstanding shares of our common stock asissuable upon the exercise of January 31, 2020.stock options currently outstanding.
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Based on the methodology described below, our CEO’s 2022 total compensation was 142 times that of our median employee.
For 2022, we used the same median employee that we had identified as of October 2020. There have been no changes in our employee population or our compensation arrangements since October 2020 that we believe would result in a significant change in our pay ratio disclosure or our median employee. As in 2020 and 2021, our median employee was a full-time, salaried employee working in Nigeria as a technical sales professional. To calculate that employee’s total compensation, we first calculated all of the elements of the employee’s compensation for 2022, and then converted this total compensation amount to U.S. dollars using a blended exchange rate representing the average exchange rate during 2022 (i.e. 422 Nigerian Naira to one U.S. dollar). The resulting 2022 total compensation of our median employee was $110,784. Our CEO’s total compensation for 2022 was $15,713,757 (as reflected in the Summary Compensation Table).
Our pay ratio is affected by many factors, and may not be comparable to the pay ratios reported by other companies, even in the technology and energy services industries. For example, the following factors may affect the comparability of our pay ratio:
| our large global workforce, which may have significantly lower wages than U.S.- or European-based wages; | ||||
| • | varied methodologies for calculating total compensation for both the median employee and our CEO, which may include exclusions that SLB has elected not to make; and | |||
| • | ||||
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors, among others, to file an initial report of ownership of Schlumberger common stock on Form 3 and reports of changes in ownership on Form 4 or Form 5. Persons subject to Section 16 are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file. The Company believes, based solely on a review of the copies of such forms in its possession and on written representations from reporting persons, that two transactions required to be filed under Section 16(a) were not timely filed during the fiscal year ended December 31, 2019 or prior fiscal years. Two Form 4s required to be filed by Mr. Le Peuch relating to the vesting of RSUs were not timely filed, but were filed on January 22, 2020.
| 2023 Proxy Statement |
As discussed in the CD&A above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of SLB’s financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2022, 2021 and 2020.
| Value of Initial Fixed $100 Investment Based on: | (Stated in millions) | ||||||||||||||||
| Name | Summary Compensation Table Total for CEO ($) | (1) | Compensation Actually Paid to CEO ($) | (2) | Average Summary Compensation Table Total for Non-CEO NEOs ($) | (3) | Average Compensation Actually Paid to Non-CEO NEOs ($) | (2)(3) | Total Shareholder Return | Peer Group Total Shareholder Return | (4) | Net Income (Loss) ($) | Adjusted EBITDA ($) | (5) | |||
| 2022 | 15,713,757 | 39,478,899 | 5,087,891 | 17,341,223 | $142.09 | $146.82 | 3,492 | 6,462 | |||||||||
| 2021 | 16,795,502 | 32,392,156 | 6,353,971 | 13,116,171 | $78.43 | $82.83 | 1,928 | 4,925 | |||||||||
| 2020 | 5,650,084 | (10,610,514) | 6,081,217 | 2,190,708 | $56.19 | $63.45 | (10,486) | 4,313 | |||||||||
Stockholder Proposals
| (1) | The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. Le Peuch, in the Summary Compensation Table for fiscal years 2022, 2021 and 2020. Mr. Le Peuch served as CEO for each of the years presented. |
| (2) | The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO or other NEOs during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year, and (iii) certain pension-related costs. |
| (3) | For 2022, reflects compensation information for our NEOs, other than our CEO, as described in the CD&A of this proxy statement. For 2021, reflects compensation information for Mr. Al Mogharbel, Mr. Belani, and Mr. Biguet, as well as Hinda Gharbi, SLB’s former EVP, Services and Equipment. For 2020, reflects compensation information for Mr. Al Mogharbel, Mr. Belani, and Mr. Biguet, as well as Ms. Gharbi and Simon Ayat, SLB’s former EVP and Chief Financial Officer. |
| (4) | Reflects cumulative total shareholder return of the Philadelphia Oil Services Sector (OSX) index, as of December 31, 2022, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The OSX is the peer group used by SLB for purposes of Item 201(e) of Regulation S-K under the Exchange Act in SLB’s Annual Report on Form 10-K for the year ended December 31, 2022. |
| (5) | Adjusted EBITDA represents income before taxes, excluding charges and credits, depreciation and amortization, interest expense, and interest income. For a reconciliation of net income attributable to SLB on a GAAP basis to adjusted EBITDA, see Appendix A. |
To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table (SCT):
| Year | Summary Compensation Table Total for CEO ($) | Reported Value of Equity Awards for CEO ($) | (1) | Equity Award Adjustments for CEO ($) | (2) | Reported Change in the Actuarial Present Value of Pension Benefits for CEO ($) | (3) | Pension Benefit Adjustments for CEO ($) | (4) | Compensation Actually Paid to CEO ($) | ||
| 2022 | 15,713,757 | (11,999,949) | 35,564,073 | — | 201,018 | 39,478,899 | ||||||
| 2021 | 16,795,502 | (10,499,803) | 26,690,503 | (802,703) | 208,657 | 32,392,156 | ||||||
| 2020 | 5,650,084 | — | (14,488,584) | (1,844,619) | 72,605 | (10,610,514) |
| (1) | Represents the grant date fair value of the equity awards to our CEO, as reported in the “Stock Awards” column in the SCT for each applicable year. |
| (2) | Represents the year-over-year change in the fair value of equity awards to our CEO, as itemized in the table below. No awards vested in the year they were granted. |
| Fair Value of Equity Awards for CEO | 2022 ($) | 2021 ($) | 2020 ($) | ||||
| As of year-end for awards granted during the year | 20,140,255 | 17,159,320 | — | ||||
| Year-over-year increase (decrease) of unvested awards granted in prior years | 9,171,658 | 9,400,936 | (14,003,835) | ||||
| Increase (decrease) from prior fiscal year–end for awards that vested during the year | 6,252,160 | 130,247 | (484,749) | ||||
| Total Equity Award Adjustments | 35,564,073 | 26,690,503 | (14,488,584) |
| (3) | Represents the change in the actuarial present value of our CEO’s accumulated benefit under all benefit and actuarial pension plans in which he participates, as reported in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column in the SCT for each applicable year. |
| (4) | Represents the actuarially determined service cost for services rendered under all benefit and actuarial pension plans in which our CEO participates during each applicable year. |
| 2023 Proxy Statement | 61 |
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To calculate the amounts in the “Average Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-CEO named executive officers for each applicable year, as reported in the SCT for that year:
| Year | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Reported Value of Equity Awards for Non-CEO NEOs ($) | (1) | Average Equity Award Adjustments for Non-CEO NEOs ($) | (2) | Average Reported Change in the Actuarial Present Value of Pension Benefits for Non- CEO NEOs ($) | (3) | Average Pension Benefit Adjustments for Non-CEO NEOs ($) | (4) | Average Compensation Actually Paid to Non-CEO NEOs ($) | ||
| 2022 | 5,087,891 | (3,459,992) | 15,684,764 | (72,206) | 100,764 | 17,341,223 | ||||||
| 2021 | 6,353,971 | (3,449,891) | 10,304,511 | (257,982) | 165,563 | 13,116,171 | ||||||
| 2020 | 6,081,217 | (3,403,834) | 297,042 | (889,632) | 105,915 | 2,190,708 |
| (1) | Represents the average of the grant date fair value of the equity awards to our named executive officers (other than our CEO), as reported in the “Stock Awards” column in the SCT for each applicable year. |
| (2) | Represents the average of the year-over-year change in the fair value of equity awards to our named executive officers (other than our CEO), as itemized in the table below. No awards vested in the year they were granted. |
| Fair Value of Equity Awards for Non-CEO NEOs | 2022 ($) | 2021 ($) | 2020 ($) | |||
| As of year-end for awards granted during the year | 5,797,937 | 5,637,984 | 4,258,414 | |||
| Year-over-year increase (decrease) of unvested awards granted in prior years | 8,699,829 | 4,543,201 | (3,520,367) | |||
| Increase (decrease) from prior fiscal year-end for awards that vested during the year | 1,186,999 | 123,326 | (441,004) | |||
| Total Equity Award Adjustments | 15,684,764 | 10,304,511 | 297,042 |
| (3) | Represents the average change in the actuarial present value of the accumulated benefits to our named executive officers (other than our CEO), under all benefit and actuarial pension plans in which they participate, as reported in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column in the SCT for each applicable year. |
| (4) | Represents the average of the actuarially determined service cost for services rendered under all benefit and actuarial pension plans in which our named executive officers (other than our CEO) participate during each applicable year. |
The following table identifies the five most important financial performance measures used by our Compensation Committee to link the “compensation actually paid” (CAP) to our CEO and other NEOs in 2022, calculated in accordance with SEC regulations, to company performance. The role of each of these performance measures on our NEOs’ compensation is discussed in the CD&A above.
| Financial Performance Measures |
| Adjusted EBITDA |
| Free Cash Flow |
| Free Cash Flow Margin |
| Return on Capital Employed |
| Total Shareholder Return |
The charts on the following page reflect that the CAP over the three-year period ended December 31, 2022 aligns to trends in SLB’s TSR, net income and adjusted EBITDA results over the same period. In addition, the chart titled “CAP vs. Total Shareholder Return (SLB and OSX)” reflects that SLB’s TSR over this three-year period aligns closely to OSX TSR over the same period. In 2020, the negative CAP for Mr. Le Peuch was primarily impacted by the fact that he did not receive an LTI award that year, as well as stock price depreciation. In 2021, CAP for our CEO and other NEOs was primarily impacted by SLB’s share price appreciation of 43%. For 2022, CAP for our CEO and other NEOs was primarily impacted by SLB’s share price appreciation of 70%, partially offset by performance of unvested PSUs.
| 62 | 2023 Proxy Statement |
CAP vs. Total Shareholder Return
(SLB and OSX)
CAP vs. Net Income
CAP vs. Adjusted EBITDA
| 2023 Proxy Statement | 63 |
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Following completion of the audit procedures performed by PwC, we are asking you to approve the following financial statements that are included in our 2022 Annual Report to Shareholders:
| • | our consolidated balance sheet at December 31, 2022; | |
| • | our consolidated statement of income for the year ended December 31, 2022; and | |
| • | the declarations of dividends by our Board in 2022. |
You should refer to our 2022 Annual Report to Shareholders in considering this agenda item.
 | The Board of Directors recommends a vote FOR this Item 4. |
| 64 | 2023 Proxy Statement |
PwC has been selected by our Audit Committee as the independent registered public accounting firm to audit SLB’s annual financial statements for the year ending December 31, 2023. Although ratification is not required by our bylaws or otherwise, as a matter of good corporate governance, we are asking you to ratify, on an advisory basis, the appointment of PwC as our independent auditor for the year ending December 31, 2023. If the appointment is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm.
A representative of PwC is expected to attend our 2023 AGM, and will be available to respond to appropriate questions.
| The Board of Directors recommends a vote FOR this Item 5. |
PwC has billed SLB the fees set forth in the table below for:
| • | the audit of SLB’s 2022 and 2021 annual financial statements and reviews of SLB’s quarterly financial statements and other audit services, and | |
| • | the other services described below that were billed in 2022 and 2021. |
| Year Ended December 31, | ||||||||
| (Stated in thousands) | 2022 | 2021 | ||||||
| Audit Fees(1) | $ | 13,122 | $ | 12,250 | ||||
| Audit-Related Fees(2) | 634 | 534 | ||||||
| Tax Fees(3) | 2,993 | 1,560 | ||||||
| All Other Fees(4) | 44 | — | ||||||
| Total | $ | 16,793 | $ | 14,344 | ||||
| (1) | Includes fees for integrated and statutory audits. |
| (2) | Consists of fees for employee benefit plan audits and other audit-related items. |
| (3) | Consists of fees for tax compliance, tax planning and other tax services. |
| (4) | Consists of fees for advisory services. |
The Audit Committee considers the provision of services by PwC not related to the audit of SLB’s annual financial statements and reviews of SLB’s interim financial statements when evaluating PwC’s independence.
The Audit Committee has a policy to pre-approve all services provided to Schlumberger Limited and its subsidiaries by SLB’s independent registered public accounting firm. The Committee has adopted a schedule for annual approval of the audit and related audit plan, as well as approval of other anticipated audit-related services; anticipated tax compliance, tax planning and tax advisory services; and other anticipated services. In addition, the Committee (or an authorized committee member acting under delegated authority of the committee) will consider any proposed services not approved as part of this annual process. For 2022 and 2021, audit and non-audit services were pre-approved by the Audit Committee.
Shareholder Feedback
At our 2022 AGM, the proposal to ratify the appointment of PwC as our independent auditor for 2022 received the support of 92% of the votes cast. In selecting PwC as SLB’s independent auditor for 2023, the Audit Committee considered this substantial support of our shareholders, as well as PwC’s substantial experience auditing SLB’s complex global accounts and the regulatory requirement that the PwC lead engagement partner rotate every five years.
| 2023 Proxy Statement | 65 |
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During 2022, the Audit Committee periodically reviewed and discussed SLB’s consolidated financial statements with Company management and PwC, SLB’s independent registered public accounting firm, including matters raised by the independent registered public accounting firm pursuant to applicable Public Company Accounting Oversight Board (PCAOB) requirements. The Audit Committee also discussed with Company management and PwC the evaluation of SLB’s reporting and internal controls undertaken in connection with certifications made by SLB’s Chief Executive Officer and Chief Financial Officer in SLB’s periodic SEC filings pursuant to the Sarbanes-Oxley Act of 2002. The Audit Committee also reviewed and discussed such other matters as it deemed appropriate, including SLB’s compliance with Section 404 and other relevant provisions of the Sarbanes-Oxley Act of 2002 and rules adopted or proposed to be adopted by the SEC and the NYSE. The Audit Committee also reviewed with PwC the matters required to be discussed by the independent registered public accounting firm with the Audit Committee under applicable requirements of the PCAOB and the SEC.
PwC provided the Audit Committee with the required PCAOB disclosures and letters concerning its independence with respect to the Company, and the Audit Committee discussed PwC’s independence with them.
Based on the foregoing reviews and discussions, the Audit Committee recommended that the Board include the audited consolidated financial statements in SLB’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on January 25, 2023.
Submitted by the Audit Committee of the SLB Board of Directors
| Patrick de La Chevardière, Chair | Samuel Leupold | Tatiana Mitrova | Jeff Sheets |
| 66 | 2023 Proxy Statement |
This proxy statement is furnished in connection with the solicitation by the SLB Board of Directors of proxies to be voted at SLB’s 2023 AGM, which will be held at the Curaçao Marriott Beach Resort, John F Kennedy Boulevard, 3, Piscadera Bay, Willemstad, Curaçao, on Wednesday, April 5, 2023 beginning at 10:00 a.m., Curaçao time, and at any postponement(s) or adjournment(s) thereof.
To be admitted to the meeting, shareholders of record and beneficial owners as of the close of business on February 8, 2023 must present a passport or other government-issued identification with a photograph and, for beneficial owners, proof of ownership as of February 8, 2023, such as the Notice of Internet Availability (defined below), and/or the top half of the proxy card or voting instruction card that was sent to you with this proxy statement.
In addition, depending on the level of COVID-19 protocols in effect at the time, your ability to attend the 2023 AGM in person may be restricted or may require additional safeguards, which could include face coverings, proof of vaccination, proof of a negative COVID-19 test result within a specified number of days, and maintaining appropriate social distancing. Please review www.proxydocs.com/SLB for any updates prior to traveling.
This proxy statement is first being made available to our shareholders on February 23, 2023. The Chairperson of the meeting will determine the procedures for conducting the meeting and will limit the meeting to those matters properly brought by or at the direction of our Board or properly presented by a shareholder.
This year we are using the internet as the primary means of furnishing proxy materials to shareholders. We are sending a Notice of Internet Availability of Proxy Materials (the Notice of Internet Availability) to our shareholders with instructions on how to access the proxy materials online or request a printed copy of the materials. Shareholders may follow 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 shareholders to take advantage of the availability of the proxy materials online to help reduce the environmental impact of our AGMs. Our proxy materials are also available at https://investorcenter.slb.com, as well as at www.proxydocs.com/SLB.
Each shareholder of record at the close of business on the record date, February 8, 2023, 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 the shareholder’s name. A shareholder of record is a person or entity who held shares on the record date registered in the shareholder’s name on the records of Computershare Trust Company, N.A. (Computershare), SLB’s stock transfer agent. On the record date, February 8, 2023, there were 1,427,601,663 shares of SLB common stock outstanding and entitled to vote. Persons who held shares on the record date through a broker, bank, or other nominee are referred to as beneficial owners.
Shares cannot be voted at the meeting unless the owner of record is present in person or is represented by proxy. SLB is incorporated in Curaçao and, in accordance with Curaçao law, meetings of shareholders are held in Curaçao. Because many shareholders cannot personally attend the meeting, it is necessary that a large number be represented by proxy.
Holders of at least one-half of the outstanding shares entitled to vote at the meeting must be present in person or represented by proxy to constitute a quorum for the taking of any action at the meeting. Abstentions 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 shareholders, at which the quorum requirement will not apply.
To be elected, director nominees must receive a majority of the votes cast, which means 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 the votes cast.
| 2023 Proxy Statement | 67 |
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If your SLB 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 SLB. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Therefore, unless you provide specific voting instructions, your shares may not be represented or voted at the meeting.
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, but are not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions. If you do not provide voting instructions and the broker elects to vote your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the broker does not vote. Abstentions occur when you provide voting instructions but instruct the broker to abstain from voting on a particular matter instead of voting for or against the matter. Abstentions and broker non-votes will be considered as present for quorum purposes, but they 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.
Shareholders with shares registered in their names with Computershare may authorize a proxy:
 | By Internet www.proxypush.com/SLB |  | By Telephone (866) 240-5191 |  | By Mail Sign, date, and mail your proxy card |
The internet and telephone voting facilities for shareholders of record will close at 11:59 p.m. Eastern time on Tuesday, April 4, 2023. The internet and telephone voting procedures have been designed to authenticate shareholders and to allow you to vote your SLB shares and to confirm that your instructions have been properly recorded.
Many banks and brokerage firms participate in programs that also permit beneficial owners to direct their vote by the internet or telephone. If you are a beneficial owner whose shares are held in an account at a bank or brokerage firm that participates in such a program, you may direct the vote of those shares by the internet or telephone by following the instructions on any voting instruction form or electronic voting instructions that you receive from your bank or brokerage firm.
All shares entitled to vote 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 shareholder 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.
If you are a shareholder of record, you can change your vote or revoke your proxy at any time by timely delivering a properly executed, later-dated proxy (including an internet or telephone vote by April 4, 2023) 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.
| 68 | 2023 Proxy Statement |
We intend to file a proxy statement and WHITE proxy card with the SEC in connection with the Board’s solicitation of proxies for our 2024 AGM. Shareholders may obtain a copy of our 2024 proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at www.sec.gov.
In order for a stockholdershareholder proposal to be considered for inclusion in the proxy statement for the 2021 annual general meeting of stockholdersour 2024 AGM pursuant to Exchange Act Rule 14a-8, or for director nominations to be included pursuant to the Company’sSLB’s proxy access bylaw provisions, such proposals or notice of nominations must be received by the Secretary of the Company, 5599 San Felipe, 17thFloor, Houston, Texas 77056, no later than October 24, 2020,26, 2023, and, in the case of a proxy access nomination, no earlier than September 24, 2020.26, 2023.
For stockholdershareholder proposals to be introduced for consideration at our 2021 annual general meeting of stockholders2024 AGM other than pursuant to Rule 14a-8 and for stockholdershareholder candidates to be nominated for election as directors other than pursuant to our proxy access bylaw provisions, notice generally (unless the date of our 2021 annual general meeting is moved as stated in our bylaws) must be delivered to the Secretary of the Company at our executive offices in Houston, Texas, not later than 120 days nor earlier than 150 days before the first anniversary of the date of the 2020 annual general meeting of stockholders.2023 AGM. Accordingly, any such notice must be received no earlier than November 2, 2020,7, 2023, and no later than December 2, 2020,7, 2023, and must otherwise satisfy the requirements of our bylaws. Under the rules of the Exchange Act, we may use discretionary authority to vote with respect to any proposal not included in our proxy materials that is properly presented by a stockholdershareholder in person at the 2021 annual general meeting of stockholders2024 AGM if the stockholdershareholder making the proposal hasfails to meet these deadlines and fails to satisfy the requirements of Rule 14a-4 under the Exchange Act.
Further, to comply with the SEC’s universal proxy rules, if a shareholder intends to solicit proxies in support of director nominees submitted under these advance notice provisions, then we must receive proper written notice that sets forth all information required by Rule 14a-19 under the Exchange Act, delivered to the Secretary of the Company at our executive offices in Houston, Texas, by February 5, 2024 (or, if the 2024 AGM is called for a date that is more than 30 days before or more than 30 days after such anniversary date, then notice must be provided not givenlater than the close of business on the later of the 60th day prior to the 2024 AGM or the 10th day following the date on which public announcement of the 2024 AGM is made). The notice requirement under Rule 14a-19 is in addition to us by December 2, 2020.the applicable advance notice requirements under our bylaws as described above.
Shareholders may obtain a copy of our most recent Form 10-K filed with the SEC, including financial statements and schedules, without charge by writing to our Investor Relations Department, 5599 San Felipe, 17th Floor, Houston, Texas 77056, or by calling (713) 375-3535.
SLB will pay the cost of furnishing proxy materials to all shareholders and of soliciting proxies by mail and telephone. We have retained D.F. King & Co., Inc. and its affiliate to assist in the solicitation of proxies for a fee estimated at $17,050 plus reasonable expenses. SLB directors, officers and employees may also solicit proxies for no additional compensation. We will reimburse brokerage firms, fiduciaries, and custodians for their reasonable expenses in forwarding the solicitation material to beneficial owners.
| 2023 Proxy Statement | 69 |
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Other Matters
Stockholders may obtain a copy of our most recent Form 10-K filed with the SEC, including financial statements and schedules, without charge by writing to our Investor Relations Department, 5599 San Felipe, 17th Floor, Houston, Texas 77056, or by calling (713) 375-3535.
The Company will pay the cost of furnishing proxy material to all stockholders and of soliciting proxies by mail and telephone. We have retained D. F. King & Co., Inc. to assist in the solicitation of proxies for a fee estimated at $15,500 plus reasonable expenses. Directors, officers and employeesAs of the Company may also solicit proxies for no additional compensation. We will reimburse brokerage firms, fiduciaries and custodians for their reasonable expenses in forwarding the solicitation material to beneficial owners.
The Board knowsdate of this proxy statement, we know of no other matter tobusiness that will be presented at the meeting.meeting other than the matters described in this proxy statement. If any additional matter ismatters are properly presented at the meeting, we intend to vote the enclosed proxy in accordance with the discretion of the persons named in the proxy.
Please sign, date, and return the accompanying proxy in the enclosed envelope at your earliest convenience.
By order of the Board of Directors,
Alexander C. Juden
Dianne B. Ralston
Chief Legal Officer and Secretary
Houston, Texas
February 23, 2023
February 21, 2020
| 2023 Proxy Statement |
Reconciliation of
Our 2020This proxy statement includes non-GAAP financial measures. Net income, excluding charges and credits,measures, including free cash flow, free cash flow margin, adjusted EBITDA, adjusted EBITDA margin, earnings per share, excluding charges and credits, free cash flownet income, excluding charges and cash flow generation are non-GAAP financial measures. Thesecredits, and net debt. Certain of these measures are used by management inas performance metrics when determining certain incentive compensation.
The followingcompensation for our executive officers. Below is a reconciliation of these non-GAAP financial measures to the comparable GAAP measures. Management believes that the exclusion of charges and credits from certain non-GAAP financial measures enables it to evaluate more effectively Schlumberger’s operations period-over-period and to identify operating trends that could otherwise be masked by the excluded items.
The non-GAAP financial measures should be considered in addition to, not as a substitute for, or superior to, other measures of financial performance prepared in accordance with GAAP.
| (Stated in millions) | |||||
| Year Ended Dec. 31, 2022 | |||||
| Cash flow from operations | $ | 3,720 | |||
| Capital expenditures | (1,618 | ) | |||
| Asset Performance Solutions investments | (587 | ) | |||
| Exploration data capitalized | (97 | ) | |||
| Free cash flow | $ | 1,418 | |||
| (Stated in millions, except per share amounts) | ||||||||||||||||||||
| Twelve Months 2019 | ||||||||||||||||||||
| Pretax | Tax | Noncont. Interests | Net | Diluted EPS* | ||||||||||||||||
| Schlumberger net income (loss) (GAAP basis) | $ | (10,418 | ) | $ | (311 | ) | $ | 30 | $ | (10,137 | ) | $ | (7.32 | ) | ||||||
| Fourth Quarter | ||||||||||||||||||||
| North America restructuring | 225 | 51 | — | 174 | 0.13 | |||||||||||||||
| Other restructuring | 104 | (33 | ) | — | 137 | 0.10 | ||||||||||||||
| Workforce reductions | 68 | 8 | — | 60 | 0.04 | |||||||||||||||
| Pension settlement accounting | 37 | 8 | — | 29 | 0.02 | |||||||||||||||
| Repurchase of bonds | 22 | 5 | — | 17 | 0.01 | |||||||||||||||
| Gain on formation of Sensia | (247 | ) | (42 | ) | — | (205 | ) | (0.15 | ) | |||||||||||
| Third Quarter | ||||||||||||||||||||
| Goodwill impairment | 8,828 | 43 | — | 8,785 | 6.34 | |||||||||||||||
| North America pressure pumping | 1,575 | 344 | — | 1,231 | 0.89 | |||||||||||||||
| Intangible assets impairment | 1,085 | 248 | — | 837 | 0.60 | |||||||||||||||
| Other North America-related | 310 | 53 | — | 257 | 0.19 | |||||||||||||||
| Asset Performance Solutions | 294 | — | — | 294 | 0.21 | |||||||||||||||
| Equity-method investments | 231 | 12 | — | 219 | 0.16 | |||||||||||||||
| Argentina | 127 | — | — | 127 | 0.09 | |||||||||||||||
| Other | 242 | 13 | — | 229 | 0.17 | |||||||||||||||
| Schlumberger net income, excluding charges and credits | $ | 2,483 | $ | 399 | $ | 30 | $ | 2,054 | $ | 1.47 | ||||||||||
| (Stated in millions) | ||||||||
| Periods Ended December 31, | Twelve Months 2019 | Twelve Months 2018 | ||||||
| Cash flow from operations | $ | 5,431 | $ | 5,713 | ||||
| Capital expenditures | (1,724 | ) | (2,160 | ) | ||||
| APS investments | (781 | ) | (981 | ) | ||||
| Multiclient seismic data capitalized | (231 | ) | (100 | ) | ||||
| Free cash flow | $ | 2,695 | $ | 2,472 | ||||
| Net proceeds from formation of Sensia joint venture and from asset divestiture | 586 | — | ||||||
| Business acquisitions and investments, net of cash acquired plus debt assumed | (23 | ) | (292 | ) | ||||
| Cash paid for severance | 128 | 340 | ||||||
| Cash flow generation | $ | 3,386 | $ | 2,520 | ||||
Free cash flow represents cash flow from operations less capital expenditures, APSAsset Performance Solutions investments and multiclient seismicexploration data costs capitalized. Management believes that free cash flow is an important liquidity measure for the Company and that it is useful to investors and management as a measure of Schlumberger’sSLB’s ability to generate cash. Free cash flow does not represent the residual cash flow available for discretionary expenditures. Free cash flow is a non-GAAP financial measure that should be considered in addition to, not as a substitute for or superior to, cash flow from operations.
Free cash flow margin is calculated as free cash flow divided by revenue. Free cash flow margin measures how efficiently SLB converts revenue into free cash flow, and is an indicator of capital efficiency.
| (Stated in millions) | |||||
| Year Ended Dec. 31, 2022 | |||||
| Net income attributable to SLB – GAAP basis | $ | 3,441 | |||
| Net income attributable to noncontrolling interests | 51 | ||||
| Tax expense | 779 | ||||
| Income before taxes | $ | 4,271 | |||
| Charges and credits: | |||||
| Gain on Arabian Drilling Company equity investment | (107 | ) | |||
| Gain on sale of Liberty shares | (325 | ) | |||
| Gain on repurchase of bonds | (11 | ) | |||
| Loss on Blue Chip Swap transactions | 139 | ||||
| Gain on sale of real estate | (43 | ) | |||
| Depreciation and amortization | 2,147 | ||||
| Interest expense | 490 | ||||
| Interest income | (99 | ) | |||
| Adjusted EBITDA | $ | 6,462 | |||
Adjusted EBITDA represents income before taxes, excluding charges and credits, depreciation and amortization, interest expense, and interest income. Management believes that adjusted EBITDA is an important profitability measure for SLB and that it allows investors and management to more efficiently evaluate SLB’s operations period over period and to identify operating trends that could otherwise be masked. Adjusted EBITDA is a non-GAAP financial measure that should be considered in addition to, not as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP.
Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue. For full-year 2022, adjusted EBITDA margin of 23.0% was calculated based on adjusted EBITDA of $6.462 billion divided by revenue of $28.091 billion.
| 2023 Proxy Statement | | A-1 |  | ||
| (Stated in millions, except per share amounts) | ||||||||||||||||||||
| Year Ended Dec. 31, 2022 | ||||||||||||||||||||
| Pretax | Tax | Noncont. Interests | Net | Diluted EPS(1) | ||||||||||||||||
| Net income attributable to SLB – GAAP basis | $ | 4,271 | $ | 779 | $ | 51 | $ | 3,441 | $ | 2.39 | ||||||||||
| Gain on Arabian Drilling Company equity investment | (107 | ) | (3 | ) | – | (104 | ) | (0.07 | ) | |||||||||||
| Gain on sale of Liberty shares | (325 | ) | (37 | ) | – | (288 | ) | (0.21 | ) | |||||||||||
| Gain on repurchase of bonds | (11 | ) | (2 | ) | – | (9 | ) | (0.01 | ) | |||||||||||
| Loss on Blue Chip Swap transactions | 139 | - | – | 139 | 0.10 | |||||||||||||||
| Gain on sale of real estate | (43 | ) | (2 | ) | – | (41 | ) | (0.03 | ) | |||||||||||
| Net income attributable to SLB, excluding charges and credits | $ | 3,924 | $ | 735 | $ | 51 | $ | 3,138 | $ | 2.18 | ||||||||||
| (1) | Does not add due to rounding. |
| (Stated in millions) | |||||
| At Dec. 31, 2022 | |||||
| Cash | $ | 1,655 | |||
| Short-term investments | 1,239 | ||||
| Short-term borrowings and current portion of long-term debt | (1,632 | ) | |||
| Long-term debt | (10,594 | ) | |||
| Net debt | $ | (9,332 | ) | ||
Net debt represents gross debt less cash and short-term investments. Management believes that net debt provides useful information regarding the level of SLB’s indebtedness by reflecting cash and investments that could be used to repay debt. Net debt is a non-GAAP financial measure that should be considered in addition to, not as a substitute for or superior to, total debt.
| A-2 | 2023 Proxy Statement |
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