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 are not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.

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 ~~Items 1, 2, 5, 6 or 7 without your instructions.~~

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

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

Important Notice Regarding the Availability of Proxy Materials
for the Annual General Meeting of ~~Stockholders~~Shareholders to Bebe Held on April ~~7, 2021.~~5, 2023

This Notice and Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2022, and our ~~2020~~2022 Annual Report to ~~Stockholders~~Shareholders are each available free of charge ~~on our website~~ at https://investorcenter.slb.com and www.proxydocs.com/SLB.~~, as well as at~~ ~~www.proxydocs.com/SLB~~.

ITEM 1. Election of Directors

All of our directors are elected annually at our annual general meeting of ~~stockholders. Our stockholders are requested to elect eight~~shareholders. We recommend that you vote “FOR” each of the 11 director nominees, to ~~the Board, each~~be elected to ~~hold office~~serve until ~~the next annual general meeting of stockholders and~~our 2024 AGM (or until ~~a director’s successor is elected and qualified or until a director’s~~their death, resignation or ~~removal.~~removal). Each of the nominees is ~~now~~currently a director and was previously elected by our stockholders at the 2020 annual general meeting of stockholders, except for Maria Moræus Hanssen, who was appointed by the Board to serve as a director effective October 15, 2020, based upon the recommendation of the Nominating and Governance Committee of the Board.

~~Having exceeded the normal retirement age of 70 under our Corporate Governance Guidelines, Leo Rafael Reif will not stand for re-election~~shareholders at our annual general meeting of stockholders. Lubna S. Olayan also will not stand for re-election at our annual general meeting of stockholders. Our Board extends gratitude to Dr. Reif and Ms. Olayan for 14 years of service and 10 years of service, respectively.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 would be unable or unwilling to serve if elected.

At ~~this annual general meeting,~~the 2023 AGM, votes may not be cast for a greater number of persons than the number of director nominees named in this proxy statement. Shares represented by properly executed proxies and not revoked will be voted ~~if authority to do so is not withheld, for~~in accordance with the ~~election of each of the eight nominees named below.~~

In 2016, our stockholders voted to fix the number of directors constituting the Board at 12, as permitted under our Articles of Incorporation. However, only eight directors have been nominated for election at the 2021 annual general meeting of stockholders. The Board believes that it is advisable and in the best interests 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 four additional directors prior to the 2022 annual general meeting.

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

~~Brokers do not have discretion to vote~~instructions indicated on ~~this proposal without your instruction.~~those proxy cards. If you dohave properly executed your proxy card and you have not ~~instruct~~given specific voting instructions, your ~~broker how to vote on this proposal, your broker~~shares will ~~deliver a non-vote on this proposal.~~be voted in accordance with our Board’s recommendations.

Director ~~Nominees~~

Qualifications and Diversity

The ~~Board believes that each director nominee possesses the qualities and experience that the~~ Nominating and Governance Committee ~~has determined~~believes that SLB director nominees should ~~possess, as described in detail below under “Corporate Governance—Identifying Candidates for Director Nominations” beginning on page 17. The Board seeks out, and~~have the ~~Board consists of, individuals whose background, experience and skills complement those of other Board members.~~ following characteristics:

In the judgment of the Board, ~~each~~all director ~~nominee is~~nominees are able to execute ~~his or her~~their duties as ~~a member~~members of the Board and to devote the necessary time and attention to ~~the Company,~~SLB, as required by our Corporate Governance Guidelines. ~~There~~In addition, there are no family relationships among any SLB executive officers and ~~directors of the Company.~~directors.

Board Diversity Policy

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.

Summary of Director Nominee Skills and Characteristics

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 believes are relevant to their Board and committee service. Each director nominee possesses numerous other skills and experience not identified in the following chart, as further detailed in their biographies beginning on page 12 of this proxy statement.

Our Director Nominees

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 ~~on the following pages.~~below.

PETER COLEMAN is the former Chief Executive Officer, Executive Director and Managing Director of Woodside Petroleum Ltd., Australia’s largest independent gas producer, having served in that role from 2011 until his retirement in June 2021. Prior to joining Woodside, Mr. Coleman spent 27 years with the ExxonMobil group in a variety of roles, including Vice President Asia Pacific from 2010 to 2011 and Vice President Americas from 2008 to 2010. Since 2012, he has been an adjunct professor of corporate strategy at the University of Western Australia Business School. 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 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.

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.

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.

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 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.

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.

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.

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 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.

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.

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.

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 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.

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.

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.

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 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.

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.

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.

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 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.

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.

Corporate Governance

We are committed to ~~adhering to sound principles of~~strong corporate governance, which we believe is critical to achieving our performance goals and ~~have adopted Corporate Governance Guidelines that our Board believes are consistent with our values, and that promote~~to retaining the ~~effective functioning~~trust of our 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.

We have also adopted a code of conduct entitled The Blue Print and The Blue Print in Action (together, our “Code of Conduct”), which applies to all of our 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.

stakeholders. Our governance practices ~~as detailed in our Bylaws, Corporate Governance Guidelines, Code of Conduct, policies and other business practices,~~ include:

	Director nominees reflect the gender, racial and ethnic, cultural and geographical diversity of our global operations, as well as diverse experience, skills, and tenure ~~Annual Board and committee self-evaluations~~ ~~Proactive stockholder engagement (pages 16 and 33)~~

	Demonstrated commitment to Board refreshment, with every director joining the Board within the last six years

	Non-employee director tenure limits of 75 years of age or 10 years of service—whichever comes first

	No hedging or pledging of ~~Schlumberger~~our stock by ~~directors~~executives or ~~executive officers (page 22)~~ directors

	Robust stock ownership guidelines for SLB executives ~~(page 50)~~ and directors ~~(page 24)~~ ~~We provide our stockholders a right of proxy access (page 22)~~ ~~One or more stockholders representing 10% or more of our outstanding shares can call a special meeting~~

	No lobbying or making financial or in-kind contributions to political parties or candidates ~~(page 22)~~ ~~Comprehensive risk assessment process designed to identify and manage enterprise-wide risks, including risks relating to climate change and the energy transition~~

~~Board Leadership Structure~~

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

The independent members of the Board have determined that the appointment of an independent Chairman of the Board is an appropriate Board leadership structure at this time because it allows our CEO to focus on leading the Company’s complex international business operations, while providing the Board experienced and independent leadership. The independent members of the Board appointed Mark Papa as the Chairman of the Board in August 2019. As independent Chairman, Mr. Papa sets the agenda for, and leads, all Board meetings and all executive sessions of the non-executive directors.

In light of Mr. Papa’s appointment as the independent Chairman of the Board, the Board does not currently have a designated lead independent director. The Board may modify this structure to best address the Company’s unique circumstances and advance the best interests of all stockholders, as and when appropriate. In the event that the Company modifies this leadership structure in the future and appoints a lead independent director, that director’s responsibilities would be expected to include setting the agenda for all Board meetings (together with the Chairman), setting the agenda for and leading all executive meetings of the non-executive directors, and providing consolidated feedback, as appropriate, from those meetings to the Chairman. It is expected that the lead independent director would also have authority to call meetings of the Board in executive session; facilitate discussions, outside of scheduled Board meetings, among the independent directors on key issues as appropriate; and serve as a non-exclusive liaison with the Chairman and CEO, in consultation with the other independent directors.

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 on the following page, would be effective under a variety of board leadership frameworks and therefore do not materially affect the Board’s choice of leadership structure.

~~Schlumberger Limited~~~~2021 Proxy Statement~~

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~~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, financial strength, and overall success of the Company.

Proactive Shareholder Engagement

The 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, Ms. Moræus Hanssen, and Messrs. Galuccio, Le Peuch and Papa, have valuable experience in the regulatory, economic and commodity risks that are specific to the energy industry. Mr. Seydoux has expertise in science and technology issues, and Dr. Mitrova and Ms. Moræus Hanssen have valuable experience addressing risks related to the energy transition and sustainability. In addition, many members of our Board provide expertise in general business governance, capital allocation, management and economic trends relevant to our business.

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 as set forth in the chart below.

~~For additional details, see “—Board Responsibilities, Committees and Attendance” below.~~

The Board also manages risk, in part, through its oversight of the Company’s Executive Risk Committee (the “ERC”). The ERC is not a committee of the Board; rather, it comprises top Company executives from various functions, each of whom supervises day-to-day risk management throughout the Company. The ERC’s purpose is to identify those risks that have the potential to significantly affect our business over the short-, medium- and long terms — and therefore to impact our strategic objectives — and to implement appropriate mitigation measures.

The Company’s risk identification is performed annually at two levels. The ERC performs a corporate-level risk mapping exercise, which involves the CEO and several other members of senior management, and while maintaining oversight, delegates operational (field-level) risk assessment and management to the Company’s various geographies, businesses and functions. To the extent that the ERC identifies recurring themes from the operational risk mapping exercises, they are acted on at the corporate level. Members of the ERC meet formally at least once a year, and more frequently on an ad hoc basis, to define and improve the risk mapping process, and to review and monitor the results of those exercises and those that have been delegated. The ERC reports directly to our CEO and to the Board, and annually presents to the Board a comprehensive report as to its risk mapping efforts for that year.

~~Schlumberger Limited~~~~2021 Proxy Statement~~

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~~Our Commitment to Sustainability~~

Our vision is to define and drive high performance, sustainably. We are committed to being at the forefront of our industry’s shift toward more sustainable energy production—challenging not only ourselves, but also our customers, suppliers, and peers to partner on delivering measurable social and environmental progress. We are reducing our own environmental footprint, and we believe we are uniquely positioned to help our customers reach their own sustainability goals.

At Schlumberger, responsible environmental and social sustainability is an integral part of our culture and the way we operate. Our approach to sustainability, which we refer to as “Global Stewardship,” addresses opportunities and risks associated with the energy transition and climate change; protecting the environment; investing in and engaging with our workforce and the communities where we and our customers live and work; and promoting diversity and inclusion and respect for human rights.

~~For additional details about our sustainability programs and initiatives, see our annual Global Stewardship Report, which is available at www.slb.com/sustainability.~~

~~2020 Sustainability Highlights~~
~~Emissions Reducing Technologies~~	• Our broad portfolio includes more than 100 impact-reducing technologies to help our customers decrease their environmental footprint, use cleaner chemistry, reduce waste, and decarbonize elements of the E&P process.
~~Emissions Reducing Technologies~~	• In 2020, we announced Schlumberger New Energy, a new portfolio of business and technology ventures with a differentiated approach to participating in the low-carbon economy and expanding our offerings beyond oil and gas. Schlumberger New Energy leverages our intellectual and business capital in the emerging new energy markets, with a focus on low-carbon and carbon-neutral energy technologies. New Energy activities include ventures in the domains of hydrogen, lithium, carbon capture and sequestration, geothermal power and geoenergy for heating and cooling buildings.
~~Climate Change~~	• In 2020, we continued expanding our climate impact assessment, to identify our climate-related risks and opportunities in countries representing a material portion of our operational activities, in alignment with recommendations made by the Task Force on Climate-related Financial Disclosures (TCFD). We also completed a risk assessment of the projected impact of sea level rise on our facilities globally. • We were the first company in upstream E&P services to commit to setting a science-based target to reduce our greenhouse gas (“GHG”) emissions, in line with criteria defined by the Science Based Targets initiative. We announced our initial target to reduce GHG emissions from our fuel and power consumption (Scope 1 and Scope 2 sources) by 30% by 2025. We will revise this initial target once our science-based target has been defined and approved in 2021. In 2020, we delivered a 14% reduction of our Scope 1 and 2 emissions intensity within one year—well on our path to our stated 2025 emissions reduction goal of 30%.
~~Safety~~	• Since January 2020, we have sustained our global COVID-19 crisis management response, using an approach that was independently audited against pandemic preparedness best practices. We promoted a protective mindset, crafted into powerful and simple COVID-19 Life Saving Rules visibly supported by senior management. We continuously review and improve our safety procedures as new scientific evidence becomes available, and communicate any updated procedures across our global operations. • ~~In 2020, we achieved our record-best safety and driving performance metrics, recording our lowest ever lost-time injury rate and our lowest ever automotive accident rate.~~
~~Human Capital and~~ ~~Human Rights~~	• Our current gender balance goal is to have women comprise 25% of our salaried workforce by 2025. In 2020, women made up approximately 23% of our salaried workforce. Additionally, approximately 21% of management roles in 2020 were held by women. • ~~In 2020, we formulated a plan to address the risks identified in the modern slavery and labor rights risk assessment of our global supply chain.~~ • ~~We are a participant member of, and support the mission of, the United Nations Global Compact and its Ten Principles on human rights, labor, the environment and anti-corruption.~~
~~Executive~~ ~~Compensation~~	• ~~We incorporated gender balance and diversity targets into the 2020 annual cash incentive opportunity for our CEO, CFO and other members of senior management (see page 38).~~ • ~~We incorporated a CO~~₂ ~~emissions reduction target into the 2020 annual cash incentive opportunity for our CEO and other members of senior management (see page 38).~~
~~Sustainability~~ ~~Frameworks and~~ ~~Ratings~~	• We use key sustainability frameworks to guide our non-financial disclosures, including Global Reporting Initiative (GRI) Standards, Sustainability Accounting Standards Board Standards (SASB), TCFD Recommendations, U.N. Sustainable Development Goals, U.N. Guiding Principles on Business and Human Rights Reporting Framework, and IPIECA Sustainability Reporting Guidelines.
~~Sustainability~~ ~~Frameworks and~~ ~~Ratings~~	• ~~We scored an~~ A- ~~on CDP’s climate change questionnaire in 2020, as compared to our peer group average score of C. We also received an~~ A ~~rating from MSCI, which cited our strong governance and business ethics practices.~~

~~Schlumberger Limited~~~~2021 Proxy Statement~~

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~~Stockholder Engagement~~

Our relationship and on-going dialogue with our ~~stockholders~~shareholders are important parts of our Board’s corporate governance commitment. Our investor relations, sustainability, legal, and human resources teams engage with ~~stockholders~~shareholders throughout the year to seek their views on key matters, and tothen inform our ~~management~~Board and ~~our Board~~management about the issues and emerging governance trends that our ~~stockholders~~shareholders tell us matter most to them. The chairs of our Compensation and Nominating and Governance committees also participate in our engagement efforts when requested. These engagements routinely cover executive compensation, corporate governance, 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 at least annually. We then report the feedback we receive to our Board and its relevant committees, allowing the Board to better understand our stockholders’ priorities and perspectives. In addition, we may engage with our large institutional stockholders at other times in the year when we believe that there are appropriate topics to discuss. For more detail on our 2020 engagement with our stockholders,2022 Investors Conference, see ~~“Compensation Discussion and Analysis—Framework for Setting Executive Compensation in 2020—Stockholder Engagement; 2020 Say-On-Pay Vote”~~“Spotlight on: 2022 Investor Day” on page 338 of this proxy statement.

~~Director Independence~~

~~Our Corporate Governance Guidelines provide that at least a majority~~

Independent Chairman of the Board must consist

One of the Board’s key responsibilities is to evaluate and determine an appropriate board leadership structure to provide independent ~~directors. This minimum standard reflects~~oversight of SLB management. The Board believes that there is no single, generally accepted board leadership structure that is appropriate for all companies, and that the ~~New York Stock Exchange (“NYSE”) listing standards. In addition,~~right structure may even vary for a single company as circumstances change. As a result, our ~~Board has adopted director independence standards that meet or exceed~~independent directors, upon the ~~independence requirements in the NYSE listing standards, and which can be found in our Corporate Governance Guidelines.~~

~~Based on the review and~~ recommendation byof 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 director nominee listed above under “Election of Directors” is “independent” under the listing standards of the NYSE and our director independence standards, except for Mr. Le Peuch, who isto allow our CEO and therefore does not qualify as independent, and Mr. Galuccio. Additionally, Ms. Olayan and Dr. Reif are independent, and Peter Currie, Nikolay Kudryavtsev and Indra Nooyi were independent throughoutto focus on leading SLB’s complex international business operations, while the ~~period in 2020 that each of them served on the Board. In addition to the Board-level standards for director independence,~~Chairman provides the Board ~~has determined that each current member of the Audit Committee meets the heightened independence standards required for audit committee members under the NYSE’s listing standards~~experienced and the rules of the Securities and Exchange Commission (“SEC”), and each member of the Compensation Committee meets the heightened independence standards for compensation committee members under NYSE listing standards.

Our Board’s independence determinations included a review of transactions that occurred since the beginning of 2018 with entities associated with our directors or members of their immediate family. In making its independence determinations, the Board considered that Dr. Kudryavtsev, Dr. Mitrova, Ms. Moræus Hanssen, Ms. Nooyi, Ms. Olayan,independent leadership. Mr. Papa 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 such relationships involved ordinary course commercial transactions involving significantly less than the greater of $1 million or 1% of the other entity’s annual revenues during 2020, 2019 and 2018; except that one entity for which Mr. Sheets currently serves as ~~a director,~~independent Chairman of the Board, and ~~one entity~~in that role, sets the agenda for ~~which Mr. Papa previously served as an~~and leads all Board meetings and all executive ~~officer, had ordinary course commercial transactions with~~sessions of the ~~Company involving less than 2% of each such entity’s annual revenues during those three years.~~non-executive directors.

The Board ~~also considered that the Company made charitable contributions in the form of educational grants and sponsored research of less than $120,000 per year~~is currently conducting a search for a director to ~~certain institutions with which some~~succeed Mr. Papa as independent chair of the ~~directors are affiliated, as well as~~Board. We expect the ~~following charitable contributions:~~

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.

~~to the Moscow School of Management SKOLKOVO, where Dr. Mitrova is Director of the Energy Centre, of $500,000 in each of 2020, 2019 and 2018; and~~

In considering its leadership structure, the ~~Massachussetts Institute~~Board took into account that SLB’s current governance practices provide for strong independent leadership, active participation by our independent directors and independent evaluation of, ~~Technology, where Dr. Reif is~~and communication with, many members of senior management. The Board believes that its risk oversight programs would be effective under a variety of board leadership frameworks and therefore do not materially affect the ~~President,~~Board’s choice of ~~approximately $281,000 in 2020.~~leadership structure.

~~No director received any personal benefit from any such charitable contributions.~~

~~Schlumberger Limited~~~~2021~~18

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Board Refreshment
Oversight of Risk Management

The Board and 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 ~~tenure diversity~~our Board composition provides SLB with robust and ~~Board refreshment are important,~~well-rounded experience to assist in effective oversight of SLB management, as ~~directors with many years~~reflected on the chart on page 11 of ~~service provide~~this proxy statement. In addition, the Board delegates to its committees responsibility for overseeing certain types of risk, as reflected in the chart below, and the committees in turn report regularly to the Board on activities in their respective areas of oversight.

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
Committee

• Financial reporting and internal controls

• Major financial risk exposures

• Cybersecurity risks

• Finance-related compliance allegations

• Independent audit and internal audit

Compensation
Committee

• Compensation philosophy and policy, including addressing:

• Pay-for-performance linkage and alignment to shareholder interests

• Retention risk

• Management succession

Nominating and
Governance
Committee

• 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
Committee

• 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
Innovation Committee

• Critical risks and opportunities of:

• Targeted new energy sectors

• Critical innovation initiatives

SLB Senior Management

Day-to-day responsibility for:

• 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 SLB senior management, along with a bottom-up operational (field-level) risk assessment by SLB’s various geographies, businesses, and functions. From time to time, the process also includes third-party assessments, external risk surveys, and facilitated workshops with SLB 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.

2023 Proxy Statement

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Board Oversight of Sustainability

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 ~~knowledge~~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 ~~Company, while newer directors lend fresh perspectives.~~ 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/.

Board Refreshment Processes

The ~~following charts reflect the balanced tenure~~Board is committed to thoughtful board refreshment and ~~ages~~ongoing board succession planning. All of our director ~~nominees.~~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 who joined the 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.

2023 Proxy Statement

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Board Term Limits and Retirement Age

Under our Corporate Governance Guidelines, non-executive directors are eligible to ~~be nominated or renominated to~~serve on the Board ~~up to their 70~~^th~~birthday, and executive directors are eligible to be nominated~~until age 75 or ~~renominated up to their 65~~^th~~birthday, 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 interests of the Company. The~~ Board waived ~~this~~the 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 as ~~the Board’s~~ independent Chairman is in the best interests of ~~our Company~~SLB 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.

~~Identifying Candidates~~

Process for Director Nominations
Selecting New Directors

The Nominating and Governance Committee ~~believes that director nominees should, in the judgment of~~assists the Board ~~be persons of integrity~~in 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~~members. As a result, in evaluating potential nominees, the Committee takes into consideration the Board’s current composition, the potential nominee’s ability to ~~actively participate in Board~~contribute to the Board’s diversity, SLB’s existing and ~~committee meetings~~anticipated business needs, and ~~related activities, be able to work professionally~~the general qualifications of the potential nominees, as discussed above under “Election of Directors—Director Qualifications and effectively with other Board members and Schlumberger management, be available to remain on the Board long enough to make an effective contribution, and have no material relationship with competitors, customers or other third parties that could present realistic possibilities of conflict of interest or legal issues.Diversity.”

The Nominating and Governance Committee also promotes our diversity policy that the Board should ensure that qualified candidates reflecting the gender, cultural and geographical diversity of the Company are considered as potential director nominees. With our diverse workforce representing over 160 nationalities, we value gender, cultural and geographical diversity, and our culture of recruiting, hiring and training where we operate influences the composition of our Board.

~~Directors who are dual citizens are represented by the geographic region in which they currently reside.~~

~~Schlumberger Limited~~~~2021 Proxy Statement~~

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Two of our eight director nominees are women. Of our eight director nominees, three are citizens of France, two are citizens of the United States of America, one is a citizen of Norway, 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 evidences our commitment to have directors who represent countries where we operate. In addition, the exceptionally broad and diverse experience of our Board nominees is in keeping with our goal of having directors whose backgrounds and experience complement those of other directors. The Nominating and Governance Committee’s evaluation of director nominees takes into account their ability to contribute to the Board’s diversity. The Nominating and Governance Committee annually reviews its effectiveness in balancing these considerations in the context of its consideration of director nominees.

Another goal of the Nominating and Governance Committee is to seek out nominees having experience, skills and other attributes that complement the whole 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 matrix below 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 9 of this proxy statement.

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

~~Applying the criteria above, the Nominating and Governance Committee~~ 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 receives suggestions from other directors and management. Consideration of new Board candidates typically involves a series of internal discussions, review of information ~~concerning~~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 2020, the Committee used the services of Spencer Stuart, a third-party executive search firm, for this purpose. Spencer Stuart suggested Ms. Moræus Hanssen as a prospective Board candidate.~~

The Nominating and Governance Committee will also consider nominees recommended by ~~stockholders~~shareholders who meet the eligibility requirements for submitting ~~stockholder~~shareholder 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, 17^th17th Floor,
Houston, Texas 77056.

Such recommendations must be submitted by the deadline for ~~stockholder~~shareholder proposals referred to under “Other Information—~~Stockholder Proposals for Our 2022~~2024 Annual General ~~Meeting”~~Meeting of Shareholders” on page ~~87.~~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.

~~Schlumberger Limited~~~~2021~~2023 Proxy Statement

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Board Responsibilities, Committees and Attendance
Committee Evaluations

Each year, the Board ~~Responsibilities~~and its committees conduct rigorous self-evaluations in order to assess the overall functioning, performance and effectiveness of the Board, its 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 outlined in the 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~~

Director Orientation and Education

Our director orientation and continuing education programs are designed to support our directors in fulfilling their responsibilities as members of the Board. First, all new directors participate in 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 ~~oversees~~stay current on industry, corporate governance, risk management, cybersecurity, and ~~counsels~~other developments relevant to their 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 ~~Company’s CEO~~Audit Committee attended cybersecurity training sessions with SLB experts and external consultants.

From left to right: Vanitha Narayanan and Tatiana Mitrova, SLB independent directors, and Mark Papa, independent Chairman of the SLB Board, together with the other members of the ~~senior management team~~Board, visited SLB’s OneSubsea* facility in ~~managing in the long-term interests~~Horsøy, Norway during 2022.

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Board Committees

The Board has five standing committees: Audit, Compensation, Nominating and Governance, Finance, and New Energy and Innovation. Each member of the ~~Company~~Audit, Compensation and ~~our stockholders. The Board’s responsibilities include:~~

	•	reviewing the Company’s major financial objectives, critical strategies and long-term plans, including major allocations of capital, significant proposed business acquisitions and divestitures, operating performance, sustainability and stockholder returns;

	•	overseeing the assessment of major risks facing the Company, determining the extent to which such risks are appropriate and, to the extent the Board deems it appropriate, evaluating options for their mitigation;

	•	overseeing the processes for maintaining the integrity of the Company with regard to its financial statements, internal controls and public disclosures, and compliance with laws and our Code of Conduct;

	•	~~appointing, regularly evaluating the performance of, and approving the compensation of the CEO and other senior executives; and~~

	•	~~overseeing succession planning for the CEO position, and monitoring and advising on management’s succession planning for other senior executives.~~

~~Committees~~

~~The following table reflects the membership of the Board’s five standing~~Nominating and Governance committees ~~as of February 1, 2021:~~

~~Name of Director~~	~~Audit~~ ~~Committee~~	~~Compensation~~ ~~Committee~~	~~Nominating~~ ~~and~~ ~~Governance~~ ~~Committee~~	~~Finance~~ ~~Committee~~	~~Science~~ ~~and~~ ~~Technology~~ ~~Committee~~
~~Patrick de La Chevardière~~
~~Miguel M. Galuccio~~				~~Chair~~
~~Tatiana A. Mitrova~~
~~Maria Moræus Hanssen~~
~~Lubna S. Olayan~~⁽¹⁾			~~Chair~~
Mark G. Papa*		~~Chair~~
~~Leo Rafael Reif~~⁽¹⁾					~~Chair~~
~~Henri Seydoux~~
~~Jeff W. Sheets~~	~~Chair~~

*	~~Independent Chairman of the Board.~~
~~(1)~~	~~Not standing for re-election.~~

~~Audit Committee~~

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

~~The authority and responsibilities~~In addition, each member of the Audit Committee ~~include the following:~~

	•	~~review with the Company’s independent auditor the scope~~is financially literate, and ~~results of its audit, and any audit problems or difficulties and management’s response;~~

	•	~~discuss the Company’s annual audited financial statements and quarterly unaudited financial statements with management and the Company’s independent auditor;~~

	•	~~review with management, the internal audit department and the independent auditor the adequacy and effectiveness of the Company’s disclosure and internal control procedures;~~

	•	~~discuss with management the Company’s risk assessment and risk management policies;~~

	•	~~discuss with management the Company’s earnings press releases, as well as the type of financial information and earnings guidance, if any, included in such earnings press releases;~~

	•	oversee procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, as well as for confidential, anonymous submission by employees, and others, if requested, of related concerns; and

	•	~~review material relevant to related party transactions governed by applicable accounting standards.~~

~~Schlumberger Limited~~~~2021 Proxy Statement~~

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

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

~~Compensation Committee~~

The ~~Compensation~~Nominating and Governance Committee ~~consists of five~~nominates for Board approval directors ~~each of whom meets~~to serve on and chair the ~~independence requirements~~Board’s committees. The following table reflects the membership of the NYSE’s listing standards (including the heightened requirements that apply to compensation committee members). The Compensation Committee assists our Board in discharging its responsibilities with regard to executive compensation; periodically reviews non-executive directors’ compensation; oversees the Company’s general compensation philosophy, policy and programs; servesBoard’s standing committees as ~~the administrative committee under the Company’s stock plans; and prepares the annual compensation committee report required by the rules~~ of ~~the SEC.~~February 1, 2023.

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

Name of Director		•Audit Committee	~~annually review~~	Compensation Committee	Nominating and ~~approve the objectives, evaluate the performance,~~ Governance Committee	Finance Committee	New Energy and ~~review and recommend the compensation of the Company’s CEO to the Board’s independent directors, meeting in executive session;~~Innovation Committee
Peter Coleman					●	●
Patrick de La Chevardière		Chair				●
Miguel Galuccio						Chair
Samuel Leupold		●				●	●
Tatiana Mitrova		●				●	●
Maria Moræus Hanssen				●	●		Chair
Vanitha Narayanan				●	●
Mark Papa⁽¹⁾	•	annually review and approve the compensation structure for the Company’s executive officers and approve their compensation (other than that of the CEO), including base salary, annual cash incentive and long-term incentives;
			Chair
Jeff Sheets	•	~~oversee incentive compensation and equity-based plans;~~●
	Chair
Ulrich Spiesshofer	•	~~administer and make awards under the Company’s stock plans, and review and approve annual stock allocation under those plans;~~

●	•	~~monitor and review the Company’s overall compensation and benefits program design to assess such programs’ continued competitiveness and consistency with established Company policy;~~

	•	~~oversee the Company’s people-related strategies, programs and initiatives, including recruitment, retention, engagement, talent management and diversity;~~
		●

(1)	•	~~oversee the Company’s engagement with stockholders on executive compensation matters, including the Company’s advisory vote on executive compensation;~~

	•	~~review and make recommendations to~~Independent Chairman of the Board ~~regarding the Company’s response to any proposal presented by stockholders relating to the Company’s executive or director compensation practices; and~~

	•	~~oversee and administer the Company’s clawback policy.~~

~~The Compensation Committee may delegate specific responsibilities to one or more individual~~Each standing committee members to the extent permitted by law, regulation, NYSE listing standards and Schlumberger’s governing documents. The design and day-to-day administration of all compensation and benefits plans and related policies, as applicable to executive officers and other salaried employees, are handled by the Company’s human resources, finance and legal departments. The Compensation Committee operates ~~pursuant to~~under a written charter ~~which describes~~that sets forth the purposes, responsibilities and membership requirements of that committee. Each committee reviews the adequacy of its ~~authority~~charter at least annually and ~~responsibilities in detail, and is~~recommends changes to the Board for approval. All committees also report regularly to the Board with respect to their activities. Committee charters are available on ~~the Company’s~~SLB’s website at https://www.slb.com/who-we-are/corporate-governance/~~compensation-committee.~~.

~~Nominating and Governance Committee~~

Board Attendance

During 2022, the Board held four regular meetings, each 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 2022, which included five Audit Committee, four Compensation Committee, four Nominating and Governance Committee, ~~consists of four directors, each of whom meets the independence requirements of the NYSE’s listing standards. The Nominating~~one New Energy and ~~Governance~~Innovation 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 any amendments; monitors and reviews the effectiveness of the Company’s Ethics and Compliance Program; oversees the Company’s corporate reputation, sustainability and social responsibility strategies; and oversees the Board and its committees’ annual performance review.

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

	•	~~lead the search for individuals qualified to become members of the Board;~~

	•	review with the Board the composition of the Board as a whole and assess the skills currently represented on the Board, as well as skills that may be valuable in the future in light of anticipated business needs;

	•	oversee the Company’s sustainability program, initiatives and reporting efforts, and periodically review trends in environmental, social and governance (“ESG”) issues affecting the Company and its key public policy positions;

	•	monitor trends, changes in law and NYSE listing standards, as well as best practices in corporate governance, and periodically review the Company’s corporate governance documents, including its Corporate Governance Guidelines;

	•	~~consider issues involving “related person transactions” with directors and similar issues, including approval or ratification of any such transactions as appropriate;~~

	•	~~oversee and periodically review the Company’s Ethics and Compliance Program, including our Code of Conduct and any significant compliance allegations;~~

	•	~~oversee climate-related risks and opportunities;~~

	•	review and make recommendations to the Board regarding the Company’s response to any proposals presented by stockholders, other than any such proposals relating solely to the Company’s executive or director compensation practices;

	•	~~oversee the Company’s engagement with stockholders on governance and related topics;~~

~~Schlumberger Limited~~~~2021 Proxy Statement~~

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	•	~~oversee the Board and its committees’ annual self-evaluations;~~

	•	~~annually review, and make recommendations to the Board regarding, its process for evaluating the effectiveness of the Board and its committees;~~

	•	~~advise the Board on succession planning for the Board and key leadership roles on the Board and its committees; and~~

	•	~~periodically review the Board’s leadership structure and recommend changes to the Board as appropriate.~~

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~~five Finance Committee consists of four directors. The Finance Committee advises the Board and management of the Company on various capital allocation and capital structure matters, including dividends, stock repurchases, acquisitions and divestitures, financial 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 four 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.

~~Board Meetings and Attendance~~

~~The Board and its committees met throughout 2020 on a set schedule, held special meetings, and acted by written consent from time to time, as appropriate, as reflected in the following table:~~

Regularly Scheduled Meetings Special Meetings
Board of Directors 4 1
Audit Committee 8 —
Compensation Committee 3 —
Nominating and Governance Committee 4 3
Finance Committee 4 —
Science and Technology Committee 1 —

~~At each Board meeting, time is reserved for the independent directors to meet in executive session without the CEO present.~~meetings. Officers regularly attend Board meetings to present information on our business and strategy, and ~~Board members~~directors have worldwide access to our employees outside of Board meetings. 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 ~~such~~these consultants on behalf of the relevant committee.

~~Each of~~In 2022, our ~~current~~ directors attended ~~at least 75%~~100% of the meetings of the Board and ~~the~~its committees on which ~~he or she served in 2020 (held during the period he or she served).~~they served.

The Board’s policy regarding director attendance at ~~annual general meetings of stockholders~~our AGM is that directors are welcome, but not required, to ~~attend, and that the Company will make all appropriate arrangements for directors who choose to~~ attend. No director attended our ~~annual general meeting~~2022 AGM.

Code of stockholders in 2020.
Conduct

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.

~~Schlumberger Limited~~~~2021~~2023 Proxy Statement

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~~Other Key~~

Corporate Governance Policies and Practices
Guidelines

~~Prohibition~~We have adopted Corporate Governance Guidelines that our Board believes are consistent with our values, and that promote the effective functioning of our 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 ~~Hedging or Pledging~~our website at https://www.slb.com/who-we-are/corporate-governance/guidelines.

Director Independence

Our Corporate Governance Guidelines provide that at least a majority of ~~Schlumberger Stock~~

~~Our~~the Board must consist of independent 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~~in accordance with the ~~potential changes in the value of Schlumberger common stock.~~NYSE listing standards. In addition, our Board has adopted director independence standards that meet or exceed the independence requirements in the NYSE listing standards, and which can be found in our Corporate Governance Guidelines.

Based on the review and recommendation by the Nominating and Governance Committee, the Board has determined that each director nominee listed above under “Election of Directors—Our Director Nominees” is “independent” under NYSE listing standards and our director independence standards, except for our CEO and Mr. Galuccio. The Board has also determined that each member of the Audit Committee meets the heightened independence standards required for audit committee members under NYSE listing standards and the rules of the SEC, and that each member of the Compensation Committee meets the heightened independence standards for compensation committee members under NYSE listing standards. 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 ~~executive officers,~~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 Board also considered that SLB made charitable contributions to certain academic 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, 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 resultinstitutions with which some of our ~~policy of political neutrality, Schlumberger does not have a political action committee, nor does it contribute to~~directors are currently affiliated, in each case involving less than $120,000 per year in 2022, 2021 and 2020. No director received 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”).~~personal benefit from any such charitable contributions.

~~In 2020, the Center for Political Accountability, a non-profit, non-partisan organization, assessed our disclosure for its annual CPA-Zicklin Index of Corporate Political Disclosure~~

Certain Relationships and Accountability. The CPA-Zicklin Index measures the transparency, policies and practices of the Standard & Poor’s 500. We achieved a perfect score of 100% in the 2020 CPA-Zicklin Index.
Proxy Access Bylaw
We proactively adopted proxy access bylaw provisions in 2017. These provisions permit a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock, for at least three years, to include two director nominees, or 20% of the current Board, whichever is greater, in our proxy statement for the annual general meeting.
Policies and Procedures for Approval of Related Person Transactions

The Board has a written policy ~~with respect to~~governing the review, approval and ratification of “related person ~~transactions” to document procedures by 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% ~~stockholder~~shareholder of ~~the Company~~SLB since the beginning of the previous fiscal year, and their immediate family members. The policy applies to any transaction in ~~which:~~which SLB is a participant and any related 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 Company is a participant;~~

	•	~~any related person has a direct or indirect material interest; and~~

	•	~~the amount involved exceeds $120,000, but excludes any transaction that does not require disclosure under Item 404(a) of SEC Regulation S-K.~~

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

~~Since~~SLB has an ongoing commercial relationship with Vista Energy (Vista), where Mr. Galuccio serves as chairman of the ~~beginning of 2020, there were no related person transactions under the relevant standards.~~board 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.

~~Communication~~

Communicating with Our Board

The Board recommends that ~~stockholders~~shareholders and other interested parties initiate communications with the Board, the Chairman or any Board committee by writing to our ~~Corporate~~Chief Legal Officer and Secretary. This process assists the Board in reviewing and responding to communications by ~~stockholders~~shareholders and other interested parties. The Board has instructed our ~~Corporate~~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 ~~he or~~ she deems appropriate for the Board’s consideration. Communications can be sent to the following address: SLB Board of Directors c/o SLB Chief Legal Officer and Secretary, 5599 San Felipe, 17^thFloor, Houston, Texas 77056.

~~Schlumberger Limited~~
~~Attention: Chief Legal Officer~~
~~5599 San Felipe, 17~~^th~~Floor~~
~~Houston, Texas 77056~~

~~Schlumberger Limited~~~~2021~~24

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Director Compensation in Fiscal Year 2020

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 ~~of Schlumberger~~ do not receive compensation for serving on the Board.

Annual payments are made after our non-employee directors are elected by our stockholders. Non-employee directors who begin their Board, Board Chair, committee or committee chair service other than immediately following the annual general meeting of stockholders receive a prorated amount of annual compensation.

Director Pay Components

Cash Compensation

Non-employee directors receive ~~an annual~~the following cash ~~retainer of $115,000 plus~~ compensation:

	•	an annual cash retainer of $115,000;
	•	an ~~additional~~ annual fee of $10,000 for each committee membership. The chair of each committee receives an additional annual fee of $20,000 in lieu of the fee for committee membership. Mr. Papa earns an additional $100,000 cash 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.

Equity Compensation

SLB annually ~~reflecting his additional responsibilities as the Board’s independent Chairman.~~

In April 2020, in response to the COVID-19 pandemic and global economic downturn, all non-employee directors voluntarily agreed to forgo 100% of their cash compensation for the second quarter of 2020. The Compensation Committee made no other changes to our non-employee director compensation program in 2020.

~~Additionally, Schlumberger’s practice is to annually grant to each non-employee director~~grants shares of ~~Schlumberger~~our common stock valued at approximately $190,000 for each non-employee director, or $290,000 for the independent ~~Chairman~~Board Chairman. The shares are valued based on our closing stock price on the last business day of April of the ~~Board, each April after~~grant year.

For 2022, our ~~annual general meeting. Although the Schlumberger 2004 Stock and Deferral Plan for Non-Employee Directors (the “Directors Stock Plan”) provides that annual stock awards to~~ non-employee directors ~~may be in~~received the ~~form~~following grants of ~~shares of~~our common stock shares of restricted stock or restricted stock units (“RSUs”), our practice has been to only issue shares of common stock. Our directors have never received restricted stock or RSUs as director compensation.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 ~~2020.~~2022.

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⁽⁴⁾ 16,957 — — — — — 16,957
Patrick de La Chevardière⁽⁵⁾ 101,250 265,904 — — — — 367,154
Miguel Galuccio 108,750 177,912 — — — — 286,662
Nikolay Kudryavtsev⁽⁴⁾ 12,609 — — — — — 12,609
Tatiana A. Mitrova 101,250 177,912 — — — — 279,162
Maria Moræus Hanssen⁽⁶⁾ 33,633 — — — — — 33,633
Indra K. Nooyi⁽⁴⁾ 12,609 — — — — — 12,609
Lubna S. Olayan 108,750 177,912 — — — — 286,662
Mark G. Papa 156,250 ⁽⁷⁾ 271,546 — — — — 427,796
Leo Rafael Reif 116,250 177,912 — — — — 294,162
Henri Seydoux 108,750 177,912 — — — — 286,662
Jeff W. Sheets⁽⁵⁾ 106,250 265,904 — — — — 372,154

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)	~~If a~~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 ~~joins our Board, becomes Chairman of~~fees until the ~~Board, or joins or becomes chair of a committee of our Board after the start of any year, he or~~date she ~~receives cash compensation prorated for the period of service during which he or she served in that position during that year.~~ceases to be an SLB director.
(2)	Effective May 1, 2020, Schlumberger granted Mr. Papa, our Chairman of the Board, 17,241 shares of Schlumberger common stock, and granted 11,296 shares to each other non-employee director elected at our 2020 annual general meeting. 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 up 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)	~~Schlumberger reimburses non-employee directors for travel and other business expenses incurred in the performance of their services for Schlumberger.~~
~~(4)~~	Did not stand for re-election at our ~~April 2020 annual general meeting of stockholders.~~
~~(5)~~	Messrs. de La Chevardière and Sheets were appointed to the Board effective October 28, 2019. In January 2020, each of them received a grant of 2,269 shares of our common stock, reflecting a prorated amount for their service from October 28, 2019 to April 30, 2020.
~~(6)~~	Ms. Moræus Hanssen was appointed to the Board effective October 15, 2020. In January 2021, Ms. Moræus Hanssen received a grant of 6,128 shares of our common stock, reflecting a prorated amount for her service from October 15, 2020 to April 30, 2021.
~~(7)~~	~~Excludes $33,151 in Chairman fees that were paid during 2019 but earned in 2020.~~

~~Schlumberger Limited~~~~2021 Proxy Statement~~

232022 AGM.

Non-employee directors who begin their Board, Board Chair, committee or committee chair service after the AGM receive a prorated amount of annual compensation. SLB also reimburses non-employee directors for travel and other business expenses incurred in the performance of their services for us.

2023 Proxy Statement

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Annual Director Pay Review

Our Compensation Committee annually reviews our non-employee director compensation, and periodically recommends that the Board approve updates to director pay. In 2022, the Committee’s director pay review took into account multiple factors including our director compensation philosophy, changes in market practices, the continued expansion of director and committee chair responsibilities, consultations with the Committee’s independent compensation consultant, Pay Governance, and feedback received during our shareholder engagements. Based on that review, the Committee determined that no changes in non-employee director compensation were necessary for 2022. The Committee has not increased the directors’ annual cash retainer, committee chair or membership fees, or annual stock grant value since 2017 (except in connection with separating the 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 grants.

Director Stock Ownership Guidelines

The Board believes that ownership of ~~Schlumberger~~SLB stock by ~~Board members~~our directors aligns their interests with the interests of our ~~stockholders.~~shareholders. Accordingly, the Board has established a guideline that each non-employee ~~Board member~~director must, within five years of joining the Board, own ~~at least 10,000~~a minimum dollar value of shares of ~~Schlumberger~~SLB common ~~stock.~~stock equal to five times (5x) that director’s annual cash retainer. As of ~~December~~January 31, ~~2020,~~2023, each of our non-employee ~~director nominees~~directors who has been a Board member for at least five years was in compliance with these stock ownership guidelines.

Director Deferral Plan

Non-employee directors may elect to defer all or a portion of their annual stock or cash awards through the SLB 2004 Stock and Deferral Plan for Non-Employee Directors (the Directors 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) ~~Schlumberger~~SLB 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.

~~Schlumberger Limited~~~~2021~~26

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Stock Ownership Information

Security Ownership by Management and Our Board

The following table sets forth information known to us with respect to beneficial ownership of our common stock as of January 31, ~~2021~~2023 by (i) each director and director nominee, (ii) each ~~of the~~ named executive ~~officers~~officer, and (iii) all ~~directors and~~ executive officers (as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended (the Exchange Act)), and directors as a ~~group.~~group (the D&O Group).

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated in the footnotes to the table below and subject to applicable community property laws, to our knowledge the persons named in the table below have sole voting and investment power with respect to the securities listed. None of the shares are subject to any pledge.

The number of shares beneficially owned ~~by each person or group~~ as of January 31, ~~2021~~2023 includes shares of SLB common stock that ~~such person or group~~the individual has the right to acquire within 60 days of January 31, ~~2021,~~2023, including ~~upon the exercise of~~exercisable options to purchase our common stock, ~~or the vesting of~~as well as RSUs ~~or PSUs. References to options in the footnotes to the table below include only options outstanding as of January 31, 2021~~and PSUs that ~~are currently exercisable or that become exercisable~~will vest within 60 ~~days of January 31, 2021.~~days. The table below ~~excludes~~does not include (i) shares of SLB common stock deferred under the Directors Stock Plan, or (ii) the number of shares ~~that have been~~ earned ~~under our 2018 ROCE PSUs~~ but not yet issued under our 2020 ROCE PSUs, because SLB will finally ~~determined,~~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 ~~PSU~~Prior LTI Awards—~~2021 Payouts Under 2018 ROCE~~ PSUs” Vesting in 2023” beginning on page ~~43.~~43 of this proxy statement. These same policies apply to the aggregate calculation for the D&O Group.

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 1,398,264,586 shares of common stock outstanding on January 31, 2021, 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, 2021.

As of January 31, 2021, no director, director nominee or named executive officer owned more 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 as of January 31, 2021.

		Beneficial Ownership of SLB Common Stock
Name		Number of Shares	⁽¹⁾		Percentage of Class
Khaled Al Mogharbel (NEO)	~~472,437~~	⁽¹⁾
~~Simon Ayat~~	~~782,806~~645,725	⁽²⁾		<1%
Ashok Belani (NEO)	~~722,152~~	707,357	⁽³⁾		<1%
Stephane Biguet (NEO)	~~180,841~~	313,495	⁽⁴⁾		<1%
Peter Coleman		10,606			<1%
Patrick de La Chevardière	~~13,565~~	25,460
~~Hinda Gharbi~~	~~269,388~~	⁽⁵⁾<1%
Miguel M. Galuccio	~~22,765~~	34,660			<1%
Olivier Le Peuch (NEO)	~~374,291~~	904,916	⁽⁵⁾		<1%
Samuel Leupold		12,143			<1%
Abdellah Merad (NEO)		268,357	⁽⁶⁾		<1%
Tatiana A. Mitrova	~~17,249~~	29,144			<1%
Maria Moræus Hanssen	~~6,128~~	13,152			<1%
~~Lubna S. Olayan~~	~~40,769~~Vanitha Narayanan		3,695			<1%
Mark G. Papa	~~50,131~~
~~Leo Rafael Reif~~	~~42,769~~68,286			<1%
~~Henri Seydoux~~	~~38,769~~Dianne Ralston (NEO)		86,948			<1%
Jeff W. Sheets	~~13,565~~	25,460			<1%
Ulrich Spiesshofer		8,566			<1%
All directors and executive officers as a group ~~(25~~(24 persons)	~~3,625,960~~	3,292,541	⁽⁷⁾		<1%

(1)	~~Includes options~~Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to ~~purchase 323,000 shares.~~securities. Except as indicated in the below footnotes and subject to applicable community property laws, to our knowledge the persons named in this table have sole voting and investment power with respect to the securities listed. None of the shares are subject to any pledge.
(2)	Includes options to purchase ~~514,000~~308,000 SLB shares.
(3)	Includes options to purchase ~~467,000~~268,000 SLB shares.
(4)	Includes options to purchase ~~124,000~~99,000 SLB shares and 1,773 shares beneficially owned by Mr. Biguet’s children.
(5)	Includes options to purchase ~~112,000 shares and 218 shares beneficially owned by Ms. Gharbi’s spouse.~~129,000 SLB shares.
(6)	Includes options to purchase ~~150,000~~64,000 SLB shares.
(7)	Includes options to purchase ~~2,082,995 shares.~~

~~Schlumberger Limited~~~~2021 Proxy Statement~~

251,079,990 SLB shares, all of which are held by our executive officers. Excludes shares owned by 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.

2023 Proxy Statement

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Security Ownership by Certain Beneficial Owners

The following table sets forth information as of December 31, ~~2020~~2022 (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 ~~1,398,264,586~~1,428,189,537 shares of our common stock outstanding on January 31, ~~2021.~~2023.

Beneficial Ownership of
Common Stock
Name and Address Number of
Shares Percentage
of Class
The Vanguard Group⁽¹⁾
100 Vanguard Blvd.
Malvern, PA 19355 115,343,090 8.2%
BlackRock, Inc.⁽²⁾
55 East 52nd Street
New York, NY 10055 97,009,046 6.9%
State Street Corporation⁽³⁾
State Street Financial Center
One Lincoln Street
Boston, MA 02111 80,793,825 5.8%
Dodge & Cox⁽⁴⁾
555 California Street, 40th Floor
San Francisco, CA 94104 76,557,389 5.5%

	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 ~~10, 2021.~~9, 2023. Such filing indicates that The Vanguard Group has shared voting power with respect to ~~2,222,794~~1,885,561 shares, sole investment power with respect to ~~109,277,886~~119,570,936 shares and shared investment power with respect to ~~6,065,204~~5,568,675 shares.
(2)	Based solely on a Statement on Schedule 13G/A filed on ~~February 1, 2021.~~January 31, 2023. Such filing indicates that BlackRock, Inc. has sole voting power with respect to ~~82,162,916~~95,233,711 shares and sole investment power with respect to ~~97,009,046~~106,886,387 shares.
(3)	Based solely on a Statement on Schedule ~~13G~~13G/A filed on February ~~11, 2021.~~7, 2023. Such filing indicates that State Street Corporation has shared voting power with respect to ~~74,691,041~~79,798,276 shares and shared investment power with respect to ~~80,786,121~~86,299,734 shares.
~~(4)~~	Based solely on a Statement on Schedule 13G filed on February 11, 2021. Such filing indicates that Dodge & Cox has sole voting power with respect to 73,817,789 shares and sole investment power with respect to 76,557,389 shares.

~~Delinquent Section 16(a) Reports~~

Section 16(a) of the Securities Exchange Act of 1934, as amended (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 reported under Section 16(a) were not timely reported during the fiscal year ended December 31, 2020 or prior fiscal years. One Form 4 required to be filed in 2017 by Mr. Kevin Fyfe relating to a grant of RSUs was not timely filed, but was filed on October 20, 2020, and one Form 4 required to be filed in 2019 by Mr. Belani relating to tax withholding was not timely filed, but was filed on January 26, 2021.

~~Schlumberger Limited~~~~2021~~28

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ITEM 2. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

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 investors 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.

~~ITEM 2.~~

~~Advisory Resolution~~The Board of Directors recommends a vote to ~~Approve Our Executive Compensation~~conduct future advisory votes on executive compensation every ONE YEAR.

2023 Proxy Statement

Back to Contents

ITEM 3. Advisory Approval of Our Executive Compensation

~~We are~~

Our Board is asking ~~our stockholders~~you to approve, on an advisory basis, the compensation of our ~~executive compensation~~NEOs as ~~reported~~disclosed in this proxy statement. ~~As described below in~~This item, which is provided pursuant to Section 14A of the ~~“Compensation Discussion and Analysis” section of this proxy statement, 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 align the interests of our executive officers with those of our stockholders, through performance-based awards designed to incentivize outperformance and increased shareholder value;~~

	•	to attract, motivate ~~and retain talented executive officers;~~ 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,

~~to motivate achievement of Company-wide financial objectives,~~

each as ~~well as other strategic, operational and personal objectives, while balancing rewards for short-term and long-term performance.~~

~~We urge stockholders to read~~described in the “Compensation Discussion and Analysis” ~~beginning on page 28~~section 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 52-65, which provide detailed information on the compensation of our named executive officers. Thestatement.

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 ~~named executive officers~~NEOs as reported in this proxy statement has contributed to ~~the Company’s~~SLB’s short-term and long-term success.

~~In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance,~~ Therefore, we are asking ~~stockholders~~our shareholders to approve the compensation of our NEOs by voting “FOR” the following resolution on an advisory ~~resolution at the 2021 annual general meeting of stockholders:~~basis:

RESOLVED, that the ~~stockholders of~~compensation paid to Schlumberger ~~Limited (the “Company”) approve, on an advisory basis, the compensation of the Company’s~~Limited’s named executive officers, as disclosed in this proxy statement, including 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 2021 annual general meeting of stockholders.~~discussion, is hereby APPROVED on an advisory basis.

This ~~advisory resolution, commonly referred to as a “say-on-pay” resolution,~~vote is non-binding, ~~on our Board. Although 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.

~~The Board has adopted a policy providing for an~~Although annual “say-on-pay” advisory ~~vote. Unless~~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 next “say-on-pay” advisory vote will occur in 2022.~~votes.

~~Brokers do not 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 deliver a non-vote on this proposal.~~

Compensation Committee Report

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.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“(CD~~&A”~~&A) describes our compensation policies and practices as they relate to our six named executive officers ~~(“NEOs”~~(NEOs) ~~listed below:~~identified below.

The purpose of the CD&A is to explain the elements of our NEOs’ ~~2020 compensation;~~2022 compensation, the criteria for selecting these ~~elements; the relative size of each compensation element;~~elements, the decisions our Compensation Committee made with respect to the ~~2020~~2022 compensation of our ~~NEOs;~~NEOs, and the reasons for those decisions.

The unprecedented global health and economic crisis caused by the COVID-19 pandemic in 2020 resulted in the most challenging environment that we and our industry have ever experienced. For the first time ever, West Texas Intermediate crude oil briefly traded below $0, one of the many devastating effects of COVID-19. The profound global economic shock caused by the pandemic resulted in both a swift collapse in oil demand and in oversupply, which together caused a dramatic decline in demand for our services and products.

Against this historic backdrop, we took swift and decisive actions to execute on our performance strategy, cut operating costs, and reinvent ourselves to adapt to an evolving industry landscape shaped by capital discipline, increased efficiency, operational resilience through industry cycles, sustainability and a reduced carbon footprint.

~~Highlights of our 2020 financial, strategic and operational performance include:~~

As a result of our actions in 2020, we increased our earnings power and improved our margin profile, which position us to capitalize on growth drivers for the future of our industry and the next recovery cycle. We enter 2021 with positive momentum and a clear path to achieving double-digit margins in North America and further improving international margins in 2021. We believe that, given the depth, diversity and executional capability of our international business, we are uniquely positioned to benefit as international spending accelerates in the near- and midterm.

We came through the turbulence of 2020 with drive and purpose and reinvented ourselves for the future. We believe that we are poised to deliver superior results for our shareholders, informed by our vision of a more efficient, sustainable industry.

Executive Overview

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.

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 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.

Overview of Compensation Decisions for ~~2020~~

2022

~~The 2020~~In making decisions regarding 2022 executive compensation, of our named executive officers appropriately reflects and rewards their strong contributions to the Company’s performance as they successfully navigated, and responded to, unprecedented challenges to our industry. Our Compensation Committee ~~also~~ continued to focus on strengthening the link between pay and performance; appropriately compensating our executives for effectively deploying capital and generating cash flow; motivating our top executives through a year of tremendous worldwide economic volatility and uncertainty; and promoting long-term stockholder value despite challenging industry conditions.on:

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’ ~~2020 compensation:~~2022 compensation.

~~For reconciliations of cash flow generated and adjusted EBITDA to their most comparable GAAP measures, see Appendix A.~~

In response to stockholder feedback and based on a review of peer company practices, our Compensation Committee in January 2021 approved several changes to our LTI program for 2021 executive compensation, as described in the chart below. The full impact of these changes will be reflected in our 2021 executive compensation program, and will be presented more fully in our proxy statement for our 2022 annual general meeting.

Framework for Setting 2022 Executive Compensation ~~in 2020~~

Program Design and Pay-for-Performance Philosophy

Our ~~2020~~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 ~~and LTI equity awards.~~were performance-based. These elements have allowed us to remain competitive and attract, retain, and motivate top executive ~~talent.~~talent whose interests are aligned with those of our shareholders.

The ~~table~~chart below sets out the primary elements of our NEOs’ ~~2020~~2022 total direct compensation, certain key features of each element, ~~how we determined their respective amounts,~~ and how each of these compensation elements supports our strategy.

In setting our executives’ compensation, ~~we believe~~our Compensation Committee believes that:

At-Risk Pay Mix

Our executive compensation program is designed so that the higher an executive’s position in the Company, the greater the percentage of ~~his or her~~ compensation that is “at risk” ~~— that is, contingent on our financial performance~~. At-risk compensation refers to an executive’s LTI awards and ~~his or her individual performance.~~annual cash incentive opportunity. We believe that having a significant portion of our executives’ compensation at risk more closely aligns their interests with ~~our long-term~~Company interests and ~~those~~with the interests of our ~~stockholders.~~shareholders.

As ~~shown in the charts~~illustrated below, approximately 90% of our CEO’s ~~2020~~2022 target total direct compensation was at risk, and approximately ~~83%~~84% of our other NEOs’ ~~2020~~2022 target total direct compensation was at risk.

Our Compensation Committee seeks to achieve an appropriate balance between LTI awards, which emphasize long-term shareholder value creation and which encourage effective deployment of capital and conversion of net income to free cash flow, and annual cash rewards, which encourage achievement of annual financial and non-financial objectives. Based on market data provided by Pay Governance, ~~LLC,~~ our Compensation Committee’s independent compensation consultant, ~~(“Pay Governance”),~~ the pay mix of our NEOs is ~~generally aligned~~well-aligned with that of the companies in our two main executive compensation peer ~~groups. For additional details about our comparative pay-for-performance assessments against our peer companies, see~~groups, as described in “Other Aspects of Our Executive Compensation ~~Framework—Pay-for-Performance Relative to~~ Program—Our ~~Peers” beginning~~Peer Group Companies” on page ~~44 below.~~46.

In January ~~2020, our Compensation~~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 ~~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 target LTI was appropriate for each of our NEOs.~~factors.

Responsiveness to Shareholder Feedback

Our Compensation Committee also reviewed internal pay equity at its October 2020 meeting. Because our executive officers operate as a team, our Compensation Committee considers internal pay equity to be an important factor in its executive compensation ~~decisions. Our Compensation Committee noted that the ratio of target total direct compensation between the CEO and the second-highest paid executive officer~~program was largely in line with prior years. Our Compensation Committee also noted that the levels of target total direct compensation for the third- to the fifth-highest paid officers were appropriately clustered together, consistent with their relative positions within the Company. As a result, our Compensation Committee concluded that internal pay equity was appropriate.

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 16. Our compensation program design for 2020 was largely developeddesigned and implemented in response to, and as a product of, past discussions with our ~~stockholders.~~shareholders. For example, in ~~response to stockholder~~2021, based on shareholder feedback, ~~in recent years~~ we ~~reduced the weighting of~~introduced our ~~NEOs’ key personal objectives under our annual cash incentive plan, correspondingly increased the weighting of quantitative Company financial goals under that plan, and incorporated a~~ three-year relative TSR ~~modifier into~~PSUs to more directly align LTI payouts with shareholder value creation, and we set the target performance goal above median at the 60^thpercentile. In 2022, our ~~PSU awards. Also in response~~Compensation Committee adjusted the comparator group for our TSR PSUs to ~~stockholder~~include the S&P Global 1200 Energy Index, based on feedback ~~all PSUs issued to~~that our ~~executives in 2021 are subject to three-year~~shareholders also evaluate our TSR performance ~~periods.~~against the broader energy sector.

In ~~2020, 87.6%~~ 2022, our executive compensation program received the support of more than 95% of the votes cast at our annual general meeting of stockholders voted in favor of our executive compensation program. Prior to our 2020 annual meeting, we reached out to 31 of our largest stockholders, representing 53% of our outstanding common stock,meeting. As a result, and ~~met with 17 of them, representing 34% of our outstanding common stock, to seek their views~~based on ~~our executive compensation program. Our management team then reported on these discussions to~~past shareholder feedback, our Compensation Committee ~~and~~believes that our ~~Board as appropriate.~~overall compensation program design is well-supported by our shareholders.

Elements of 2022 Total Direct ~~Compensation; 2020 Decisions~~

Compensation

Base Salary

Base salary is the fixed portion of an executive’s annual compensation, ~~which provides~~providing some stability of income since the other compensation elements are at risk. ~~On appointment to an executive officer position,~~Our Compensation Committee annually reviews and approves the base salary ~~is set at a level that is competitive with base salaries in~~levels for our executive officers (other than the ~~applicable peer compensation groups for that position, and takes into account other factors described below.~~

~~Base~~CEO) after considering comparable salaries for ~~each executive officer are compared annually~~executives with similar ~~positions~~responsibilities in ~~the applicable~~our main executive compensation peer ~~groups. Base salary changes for executive officers, except~~groups, comparisons to internal peer positions, recent Company performance, individual performance, business experience and potential, and the ~~CEO, are recommended by the CEO and subject to approval by our Compensation~~CEO’s recommendations. The Committee ~~taking into account:~~

~~Our Compensation Committee~~annually reviews the base salary of ~~the~~our CEO in executive session and recommends his base salary amount to the ~~non-executive~~independent members of ~~our~~the Board for approval, based on the criteria described above. In addition to periodic reviews based on the factors described above, our 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 our 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.

~~Our~~In January 2022, our Compensation Committee reviewed the ~~compensation~~base salaries of each of our NEOs in ~~January 2020. Upon review of~~line with the factors described above. Based on comparative market data ~~(including data of the oil industry peer group, which showed lower base compensation growth)~~ and other ~~relevant~~ factors, ~~our Compensation~~the Committee determined to maintain the base salaries of ~~each~~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 ~~NEOs, except:~~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 ~~2020,~~2022, in ~~response~~connection with Mr. Merad’s promotion to the ~~COVID-19 pandemic~~role of EVP, Core Services and Equipment, and in light of internal pay equity considerations, the ~~global economic downturn, all of our current executive officers agreed~~Committee approved an increase to ~~a 20% temporary reduction in their~~Mr. Merad’s base ~~salaries during the second quarter of 2020. These reductions affected all of our NEOs except Mr. Ayat, who was not serving as an executive officer at that time.~~salary from $750,000 to $800,000, effective April 1, 2022.

Annual Cash Incentive Awards

We pay performance-based annual ~~performance-based~~ cash incentives to our executives to foster a results-driven, pay-for-performance culture, and to align ~~their~~executives’ interests with those of our ~~stockholders.~~shareholders. Annual cash incentive awards are earned according to the achievement of financial and strategic ~~operational and~~ personal objectives, as described below. Our Compensation Committee reviews and approves the financial and other objectives applicable to our NEOs (and, in the case of our CEO, recommends to the non-executive directors of the Board the objectives applicable to the CEO).

For 2020 compensation, 70% of our NEOs’ annual cash incentive opportunity was based on achievement of quantitative Company financial goals—cash flow generation (40%) and adjusted EBITDA (30%)—with the remaining 30% being based achievement of pre-established key personal objectives, as reflected in the following chart:

objectives. Our Compensation Committee selects ~~performance-based~~performance measures that it believes support our strategy and strike a balance between motivating ~~an executive~~our executives to increase near-term ~~operating~~financial and ~~financial~~operating results and driving profitable long-term Company growth and value for ~~stockholders.~~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.

Our Compensation Committee ~~believes that, with regard~~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.

In setting Company financial targets orand performance goals, as well as our NEOs’ ~~key~~strategic personal objectives, the Committee believes it is important to establish criteria that are ~~realistic, while~~realistically attainable, yet still ~~being~~ challenging ~~to achieve~~ in an uncertain global economy.

In ~~establishing~~addition, in approving free cash flow ~~generation~~performance goals for ~~our executives’ 2020~~the 2022 cash incentive plan, the ~~Compensation~~ Committee considered that these goals differ ~~substantially~~in important ways from the ~~free cash flow conversion~~FCF margin goals contained in the LTI portion of our NEOs’ compensation program. ~~This is because~~Whereas the annual cash incentive portion focuses solely on the absolute amount of free cash flow we generate over a one-year period, ~~and takes into account cash paid for acquisitions and investments,~~our FCF margin PSU payout is calculated as ~~well as cash proceeds generated from divestitures (none of which are taken into account in the~~ free cash flow ~~conversion metric contained in~~divided by our ~~LTI awards). Our free cash flow conversion PSU payout is based on the percentage of cumulative net income, excluding charges and credits, converted into free cash flow~~revenue over a ~~two-year~~three-year period. Because ~~this metric~~FCF margin measures how ~~much of our earnings~~efficiently we ~~are able to~~ convert revenue into cash, it is a good indicator of the ~~quality of our earnings~~business’s ability to generate high-quality revenue over the long term and, therefore, is a complementary ~~metric~~ to the free cash flow ~~generated.~~

~~The 70% quantitative financial component of~~metric in our ~~NEOs’ 2020~~ annual cash incentive ~~opportunity comprised two different metrics,~~program.

Adjusted EBITDA Targets and Results

The process used to set annual adjusted EBITDA targets starts with ~~40% being~~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 ~~achievement of cash flow generation~~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 ~~30% on achievement~~ corresponding potential payouts for 2022.

Our 2022 adjusted EBITDA ~~targets. Our Compensation Committee selected cash flow generation~~was $6.462 billion, representing a 31% increase over 2021. As a result, and ~~adjusted EBITDA as~~applying the two financial metrics for our 2020 cash incentive plan for the reasons detailed in the chart on the following page. In addition, the Committee selected these two metrics as the absolute measures upon which to base the financial portion of our NEOs’ annual cash incentive opportunity because they are key metrics on which we set our performance expectations for the year, and because the Committee believes that consistent cash flow generation and adjusted EBITDA growth lead to long-term stockholder value.

~~As previously disclosed in July 2020,~~payout matrix immediately above, our Compensation Committee approved ~~certain modifications to~~a payout of 157% of target—or 65% of the maximum payout opportunity—for the adjusted EBITDA component of our ~~2020~~2022 cash incentive ~~plan in response~~plan.

Free Cash Flow Targets and Results

The process used to set annual free cash flow targets starts with a review of plans and projections following bottom-up planning from the ~~effects of~~field. Free cash flow targets may increase or decrease year-over-year, taking into account the ~~COVID-19 pandemic~~same factors listed above for adjusted EBITDA. The following table reflects our NEOs’ full-year free cash flow targets and ~~other factors that severely and negatively affected our industry, including the precipitous collapse in global oil demand and the resulting decline in demand~~corresponding potential payouts for ~~our services and products. Put simply,~~2022, as approved by our Compensation Committee ~~determined that~~in January 2022.

The Committee set the ~~range~~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 ~~Company financial results possible as a result~~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 ~~the pandemic and its effects had changed so dramatically that it was necessary to reassess the 2020 financial performance metrics and targets under~~ our ~~2020~~2022 cash incentive plan that the Committee had approved earlier in the year. Our Compensation Committee believes the changes that it approved, which are described in the chart on the next page, align our executives’ performance and the Company’s strategy with aggressive performance goals and metrics to better drive stockholder value.plan.

Strategic Personal Objectives

The following table reflects our NEOs’ 2022 strategic personal objectives and their achievements against those performance goals.

~~Key Personal Objectives~~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.

~~Early each fiscal year,~~Each January, our Compensation Committee reviews and, ~~approves the key personal objectives of the CEO for that year,~~ subject to approval by the ~~non-executive members of the Board.~~Board’s independent directors, approves our CEO’s strategic personal objectives for that year. The Committee also annually assesses ~~the~~our CEO’s performance against his ~~key~~strategic personal objectives established for the prior year, to determine athe appropriate payout for the 30% portion of his annual cash incentive ~~opportunity.~~opportunity tied to his personal objectives. The CEO reviews and approves the ~~key~~strategic personal objectives of the other NEOs and assesses their performance against their pre-approved objectives in a similar way.

~~Each NEO’s~~ The Committee annually approves the aggregate annual cash incentive ~~opportunity is tied~~payouts for all executive officers, including the payout portion related to ~~achievement of quantitative and qualitative goals that are specific to that NEO’s position, and may relate to:~~

Summary of 2022 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 competitively positioned from a market perspective,In January 2022, our Compensation Committee determined ~~in January 2020~~ to leave the target annual cash incentive opportunity for all NEOs unchanged from ~~2019, except with respect to Mr. Biguet. The Committee had previously approved, in December 2019, an increase to Mr. Biguet’s~~2021, following a review of market data indicating that our NEOs’ target annual cash incentive opportunity ~~from 75% to 100% in connection with his promotion in January 2020 to the role~~(as a percentage of ~~EVP and CFO.~~base salary) was competitively positioned. As a result, the ~~2020~~2022 target ~~annual~~ cash incentive for our CEO was 150% of his base salary and for our other NEOs it was 100% of base ~~salary for our other NEOs.~~

salary. The following ~~chart~~table reflects our NEOs’ full-year ~~2020~~2022 annual cash incentive results, together with relevant weightings of the different components and payouts under each component.

In reviewing our 2020 annual cash incentive results, our Compensation Committee considered the significant efforts of our executive team in delivering strong cash generation and adjusted EBITDA results in a year of unprecedented challenges. In addition, the Committee considered that our stock price increased by more than 34% between the date on which the Committee approved full-year 2020 adjusted EBITDA targets (July 16, 2020) and the date on which the Committee approved 2020 annual cash incentive payouts (January 21, 2021), demonstrating alignment between the Company’s significant above-target adjusted EBITDA performance and stockholder returns. In light of the foregoing considerations, the Committee determined that no downward adjustments to the payouts would be made. Accordingly, our Compensation Committee approved the annual cash incentive payouts for each of our named executive officers as set forth above.

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, among other things, our operating and non-operating cash requirements, industry cycles, anticipated customer spending, activity growth potential, pricing, the introduction of new technology, and commodity prices.

The following chart reflects our NEOs’ full-year 2020 cash flow generation targets, as approved by our Compensation Committee in July 2020, together with comparisons to the 2019 cash flow generation targets.

~~For cash flow generation results between any two targets, payout is prorated. No cash incentive is earned if we do not achieve the minimum cash flow generation target.~~

Our 2020 cash flow generated was $2.67 billion. Based on these results, and applying the payout matrix above, our Compensation Committee approved a payout of 94% of target for the cash flow generation component of our NEOs’ annual cash incentive opportunity.

As discussed above under “—Financial Objectives,” our Compensation Committee did not modify the target and maximum performance goals for the cash flow generation portion of our annual cash incentive opportunity. The minimum performance goal that the Committee originally approved in January 2020 was $2.52 billion, and would have resulted in a payout of 74% of target had the goal not been adjusted in July 2020.

In approving cash flow generation as a performance metric, our Compensation Committee believed that it should encourage management to pursue its strategy of divesting certain non-core or low-margin businesses and assets while at the same time holding management accountable for investment and acquisition opportunities that it chose to pursue. The Committee also believed that it was appropriate to exclude from any cash flow generation calculations, acquisitions requiring cash investments and divestitures generating proceeds in excess of $500 million from our cash flow generation goals. This is because the Committee considered that such transactions would be enterprise-level transactions that should be evaluated and pursued independently, and should not be tied to annual cash incentive payouts.

~~Based on the foregoing, and for purposes of the 2020 annual cash incentive payouts, the Committee approved the following formulation for measuring our cash flow generation:~~

~~For a reconciliation of cash flow generation to cash flow from operations, see Appendix A.~~

As discussed above under “—Financial Objectives,” in July 2020 our Compensation Committee modified the Company’s 2020 cash incentive plan by replacing the previously-approved adjusted EPS performance metric with a 2020 adjusted EBITDA performance metric. The Committee approved a minimum performance goal informed by EBITDA consensus and a target performance goal set 12% above EBITDA consensus based on our then-current internal forecast. The Committee believed that setting the target performance goal above EBITDA consensus would incentivize our executives to outperform market expectations.

~~The following chart reflects our NEOs’ full-year 2020 adjusted EBITDA targets.~~

~~For adjusted EBITDA results between any two targets, payout is prorated. No cash incentive is earned if we do not achieve the minimum adjusted EBITDA target.~~

Schlumberger’s 2020 adjusted EBITDA was $4.31 billion, while 2020 loss before taxes on a GAAP basis was $11.298 billion. For a reconciliation of adjusted EBITDA to loss before taxes on a GAAP basis, see Appendix A. Based on these adjusted EBITDA results, our Compensation Committee approved a payout of 162% of target for the adjusted EBITDA component of our NEOs’ annual cash incentive opportunity. Had our Compensation Committee not replaced the adjusted EPS performance goals with adjusted performance EBITDA goals, our NEOs would have earned no payout under the adjusted EPS component of their 2020 cash incentive opportunity.

Our Compensation Committee evaluated our performance based on adjusted EBITDA consistent with the manner in which we presented our adjusted EBITDA results in our third- and fourth-quarter 2020 earnings announcements and in presentations to investors. It is also consistent with how analysts calculate their estimates. In approving the payout for 2020 adjusted EBITDA performance, the Committee reaffirmed its decision to exclude the charges and credits set forth in Appendix A from the calculation of adjusted EBITDA, on the grounds that a significant portion of the charges were non-cash in nature, and were also driven primarily by external market conditions and outside of management’s control.

Long-Term Equity Incentive Awards

LTI awards are designed to give NEOs and other high-value employees a long-term stake in ~~the Company,~~SLB, incentivize the creation of sustained ~~stockholder~~shareholder value, and act as long-term retention and motivation ~~tools, and directly tie~~tools—aligning employee and ~~stockholder~~shareholder interests over the long term. ~~In January 2020,~~

Since 2021, our Compensation Committee has awarded to our NEOs and other executives ~~received 100%~~a diversified mix of LTI grants, with 75% of their target LTI ~~awards~~opportunity awarded in the form of ~~PSUs,~~ PSUs—with ~~payouts~~payout contingent on ~~achievement of both~~achieving absolute and relative ~~Company financial~~ performance ~~goals.~~

~~Our Compensation~~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 ~~serves~~appropriately balances the following Committee objectives:

~~No shares will vest~~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 ~~PSUs awarded to our NEOs if we do not achieve pre-established minimum performance levels. No dividends will accrue or be paid on any unvested PSUs during~~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 ~~applicable performance periods.~~outer bars in the chart above.

~~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~~For details regarding LTI grants made to our NEOs in ~~2017,~~2019 and 250% of the target shares of our common stock upon vesting of the two-year PSUs that were granted in 2018. In January 2021, our NEOs earned 134% of the target shares of our common stock upon vesting of the three-year PSUs that were granted to our NEOs in 2018. See2020, see “—Payouts Under ~~PSU~~Prior LTI Awards” beginning on page 43.

How We Determined the Target Value of ~~2020~~2022 LTI Equity Awards

The value of an executive’s LTI grant increases with ~~the~~their level of ~~an executive’s~~ responsibility at ~~the Company.~~SLB. For ~~the~~our CEO and ~~our~~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 ~~approval by~~that the Board ofapprove 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, ~~which may include:~~such as:

In January 2022, our Compensation Committee reviewed the target annual LTI ~~Grants~~awards to ~~Our~~each of our NEOs in ~~2020~~

line with the factors described in this section. Based on its review of comparator peer group data and internal pay equity considerations, the ~~market environment, our Compensation~~ Committee determined ~~in January 2020~~ to ~~maintain the 2020~~hold annual target LTI grant values ~~at the same level awarded~~flat for Mr. Al Mogharbel, Mr. Belani, and Ms. Ralston. The Committee approved an increase in ~~2019 for all our NEOs, except~~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 ~~was increased~~from $10.5 million to $12 million.

In April 2022, in connection with ~~his~~Mr. Merad’s promotion to the role of EVP, Core Services and ~~CFO. In addition, our CEO was not granted a 2020 LTI award~~Equipment, and in light of internal pay equity considerations, the Committee approved an increase in his ~~August 2019 PSU Awards, as discussed above under “—Overview of Compensation Decisions for 2020.”~~2022 target LTI grant date fair value from $3.2 million to $3.5 million.

~~A three-year relative TSR modifier applies to all PSUs granted in 2020. As a result, all PSUs granted in 2020 will vest, if at all, only after a three-year TSR performance period.~~

The following table details the target number of ROCE PSUs and FCF Conversion PSUs granted to our NEOs in 2020 and the estimated target values of our NEOs’ 2020 and 2019 annual LTI awards, as well as the year-over-year percentage change between the two amounts.

We will determine the effect of the TSR modifier on the 2020 PSUs in early 2023. First, we will calculate the three-year, cumulative TSR results for each company that was included in the Philadelphia Oil Services Sector index (the “OSX Index”) as of January 2020. Then, we will rank Schlumberger’s three-year, cumulative TSR against each of those peer companies. Our TSR modifier does not use, and is not affected by, the OSX Index’s internal weighting methodology. If our three-year, cumulative TSR is in the bottom 33^rd~~percentile rank as compared to each of those companies’ individual TSR results, then our TSR modifier will cause the payouts on the 2020 PSUs to be reduced by 25 percentage points (~~~~e.g.~~ ~~from 100% of target to 75% of target). This modifier will only reduce the number of shares earned under a PSU award, but will never increase the number of shares earned.~~

2022 Absolute FCF Margin PSUs — Performance Measures and Goals

In January ~~2020,~~2022, our Compensation Committee set goals for the ~~2020 ROCE~~2022 FCF Margin PSUs based on our ~~average annual ROCE~~absolute FCF margin over a three-year performance period ~~as compared~~(January 1, 2022 to December 31, 2024). At the ~~average annual ROCE~~end of the following oilfield services competitors, taken together over the same period: Halliburton, Baker Hughes, TechnipFMC, Weatherford International and NOV Inc. (formerly National Oilwell Varco) (collectively, the “ROCE comparator group”).

~~The ROCE~~ performance period, ~~for~~ the ~~2020 ROCE PSUs began~~Committee will certify our three-year cumulative absolute FCF margin and then determine the percentage of shares earned based on ~~January 1, 2020 and ends on December 31, 2022. These PSUs are also subject to a three-year TSR performance period under~~ the ~~relative TSR modifier, over the same period.~~graph below.

~~Vesting of these PSUs will depend on our performance compared to the average ROCE of the ROCE comparator group.~~ 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 ~~below:~~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:

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.

2022 Relative ROCE PSUs — Performance Measures and Goals

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.

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:

At the end of the ROCE and TSR performance periods, our 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.

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 relative ROCE metric because it allows us to directly compare how we deploy our capital against key comparator companies in oilfield services. Furthermore, ROCE measures~~ performance, measured in a way that is tracked and understood by many of our investors. ~~This is also the metric that our~~Our Compensation Committee ~~approved for the PSUs issued~~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 ~~NEOs in 2019.~~

~~Our selection of ROCE as a performance metric for~~capital against our ~~2020 PSUs is~~direct competitors. The Committee also ~~consistent with our strategic priorities. Our Compensation Committee~~ believes that tying a ~~part~~portion of our executives’ LTI ~~pay~~payout to achieving our capital efficiency goals and comparing these results to ~~that of~~ our ~~key oilfield services~~ competitors will motivate our executives to ~~continue to innovate. Our Compensation~~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 ~~believes~~considered that ~~improvements in efficiency through innovation will increase revenue and improve margins through our continued focus on pricing and~~ROCE performance goals align executives’ potential ROCE PSU payouts with SLB’s goal of achieving ROCE above its weighted average cost ~~control.~~of capital.

We calculate ROCE as a ratio, the numerator of which is (a) net 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). Our Compensation Committee ~~may adjust~~has discretion to cap payouts on the ~~Company’s income from continuing operations to take into account~~2022 ROCE PSUs at 100% of target in the ~~effect~~event of ~~significant impacts or activities that are not representative of underlying business operations, such as acquisitions, divestitures,~~material asset impairments attributable to M&A transactions and ~~restructurings.~~other management decisions.

2022 Relative TSR PSUs — Performance Measures and Goals

In January ~~2020,~~2022, our Compensation Committee set goals for the ~~2020 FCF Conversion~~2022 TSR 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. Our Compensation Committee set the 2020 target free cash flow conversion goal at 95%, a 36% increase from the 2019 goal, and also increased the 2020 minimum and maximum goalsrelative TSR percentile rank, as compared to ~~2019. The Committee also lowered~~the cumulative TSR results achieved by ~~50%~~ the ~~payout that our NEOs would receive upon achievement of 100% free cash flow conversion.~~

~~The free cash flow conversion~~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 for these PSUs began on January 1, 2020 and ends on December 31, 2021. The Committee believed it was appropriate to set two-year free cash flow conversion performance goals due to the difficulty in setting meaningful cash flow performance targets over longer time periods in our cyclical industry. These PSUs are also subject to a three-year TSR performance period under the relative TSR modifier, from January 1, 2020(January 20, 2022 to December 31, ~~2022.~~

Vesting of the 2020 FCF Conversion PSUs requires us to convert at least 75% of our cumulative net income to free cash flow over the two-year performance period. As illustrated in the table above, no shares of our common stock will be earned if our free cash flow conversion percentage is less than or equal to 75%. The number of PSUs that will convert to shares at the end of the three-year TSR performance period can range from 0% to 250%, but in no event will payout exceed 250%2024). At the end of the ~~TSR~~ performance period, ~~our Compensation~~the Committee will certify the three-year, cumulative ~~free cash flow~~TSR results for us and ~~net income generated by~~for each TSR comparator, based on the ~~Company over~~average of the ~~two-year free cash flow conversion~~20 trading days prior to the start and end of the performance ~~period, and~~period. The Committee will then determine our percentile rank relative to the ~~number~~five TSR comparators, as well as the percentage of shares earned based on the table ~~above, as adjusted for the three-year relative TSR modifier.~~below.

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 profitability and ability to generate cash. Selecting as a performance metric the percentage of cumulative net income converted to free cash flow for these 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. Our 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 2020 FCF Conversion PSUs, net income is defined as income from continuing operations before non-controlling interests, excluding charges and credits; and free cash flow represents cash flow from operations, less capital expenditures, investments in APS projects, and multiclient seismic data costs capitalized. See Appendix A for a description of the charges and credits that are excluded from net income. 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 was to avoid creating a potential disincentive to appropriately invest in the APS business. However, in 2019, as part of our change in corporate strategy, we announced that we would not take equity positions in oil and gas assets or 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 2020 FCF Conversion PSUs.

Our Compensation Committee has the discretion to adjust the Company’s income from continuing operations before noncontrolling interests 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.

In January 2017, our 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, our Compensation Committee approved the results for the 2017 ROCE PSUs using the performance criteria that the Committee had previously approved. Specifically, our 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 not all ROCE comparator companies had reported their audited 2019 results as of January 2020, our Compensation Committee approved a preliminary issuance of 90% of the shares earned under the 2017 ROCE PSUs. In April 2020, once all ROCE comparator companies had released their 2019 audited financial results, the Company issued the number of additional shares determined to have been earned based on achievement of 141% of target.

In January 2018, our 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, our 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 were subject to a mandatory one-year hold period, and converted to non-restricted shares in January 2021.

In January 2018, our 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 “2018 ROCE PSUs”).

In January 2021, our Compensation Committee approved the results for the 2018 ROCE PSUs using the performance criteria that the Committee had previously approved. Specifically, our Compensation Committee determined that, based on the then-available reported results of the ROCE comparator companies, the 2018 ROCE PSUs had been earned at 134% of target, based on Schlumberger’s annual average ROCE of 173 basis points above the average of the ROCE comparator group through September 30, 2020, which was at the time the most recent fiscal period end reported by all of the companies comprising the ROCE comparator group. Because not all ROCE comparator companies had reported their audited 2020 results as of January 2021, our Compensation Committee approved a preliminary issuance of 90% of the shares earned under the 2018 ROCE PSUs. Any additional shares finally determined to have been earned will be issued after all of the ROCE comparator companies disclose their full-year 2020 audited results.

In January 2019, our Compensation Committee granted PSUs to our NEOs and conditioned payout based on the cumulative free cash flow generated from January 1, 2019 to December 31, 2020, as a percentage of cumulative net income generated over that same period, excluding charges and credits (the “2019 FCF Conversion PSUs”). These PSUs remain subject to a three-year TSR performance period ending December 31, 2021, and as such remain unvested. At the end of the TSR performance period, our Compensation Committee will determine the number of shares ultimately earned under the 2019 FCF Conversion PSUs.

~~The following is a summary of some of our executive compensation best practices and policies.~~

As part of our Compensation Committee’s annual review of our executive compensation program, in July 2020 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 our NEOs’ realizable total direct compensation and our performance relative to these peer companies as measured by return on capital, free cash flow growth and TSR. We selected these metrics for their effectiveness in assessing long-term Company performance, and because our PSU awards incorporate them as key performance metrics or modifiers. Return on capital and free cash flow growth are key inputs to shareholder value, and TSR is a primary output measure of shareholder value creation.

We assessed performance on a three- and five-year basis ending on December 31, 2019, because our Compensation Committee believes that alignment of pay and performance is more effectively assessed over the mid- and long-term. Our Compensation Committee reviewed the realizable total direct compensation of our CEO against that of other CEOs in our core competitor peer group and in our oil industry peer group. It then separately reviewed the realizable total direct compensation of our NEOs 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 realizable total direct compensation of our CEO and the other NEOs was generally aligned with performance relative to our core competitor peer group. Relative to our oil industry peer group, the Committee determined that the realizable total direct compensation of our CEO and the other NEOs was strongly aligned with return on capital performance over the five-year period. It was less aligned with free cash flow growth over the three- and five-year period and return on capital performance over the three-year period. It was also less aligned with TSR, due to the Company’s share price performance over the two periods relative to several of the integrated and E&P companies in our oil industry peer group, because upstream and integrated E&P companies generally outperformed oilfield services companies during those periods.

~~“Realizable total direct compensation” for each period consisted of the following:~~

Our Compensation Committee considers formal executive compensation survey data prepared by Pay Governance when it reviews and determines executive compensation. The Committee also reviews information on the executive compensation practices at various peer group companies when considering changes to the Company’s executive compensation program. In addition, the relative performance metrics incorporated in our 2020 PSU awards are based on oilfield services industry-specific peer groups.

~~Our 2020 executive compensation program used several distinct peer groups, as summarized in the table below.~~

As shown in the table on the previous page, we have two main executive compensation peer groups: our oil industry peer group and our general industry peer group (our “main executive compensation peer groups”). Our Compensation Committee’s selection criteria for companies comprising the main executive compensation peer groups include:

Our Compensation Committee, with the assistance of Pay Governance, annually reviews specific criteria and recommendations regarding companies to add to or remove from these peer groups. As a general matter, our Compensation Committee 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. Our Compensation Committee modifies the peer group criteria as appropriate while seeking a satisfactory degree of stability, to provide a consistent basis for comparison.

In July 2019, our Compensation Committee reviewed and approved the companies constituting our two main executive compensation peer groups effective for 2020 executive compensation decisions, based on the criteria set forth in this section. At the time of the Committee’s review, Schlumberger’s full-year 2019 revenue was forecast to be approximately $33.8 billion. The companies comprising the oil industry peer group and the general industry peer group effective for relevant 2020 compensation decisions are set forth below.

~~The oil industry peer group comprises oil services companies with annual revenues greater than $8.4 billion,~~

As in 2021, the number of 2022 TSR PSUs that will vest and convert to shares as ~~well as upstream E&P~~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, ~~and integrated oil and gas companies with annual revenues between $10.4 billion and $158.9 billion. The broad revenue range is~~ due to external market and economic influences.

As illustrated by the ~~limited number~~table in this section, our Compensation Committee set the target performance goal above median at the 60^thpercentile, consistent with 2021. No SLB shares will be earned if our three-year, cumulative TSR is in the bottom 25^thpercentile rank as compared to that of the individual TSR comparator companies.

In January 2022, our Compensation Committee reviewed the peer companies ~~in Schlumberger’s immediate revenue range,~~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 fact that all other oilfield service companies have lower revenue than Schlumberger. Some members of this peer group frequently seek to recruit Schlumberger executives for their senior executive roles. See “—The Competition for Our Executive Talent” beginning on page 47.

~~Our Compensation~~broader energy market. For 2022, the Committee ~~decided to include E&P companies in this peer group based on a number of factors. First,~~assessed our relative performance under both our TSR PSUs and our ROCE PSUs against Halliburton, Baker Hughes, TechnipFMC, and NOV, because ~~Schlumberger was significantly larger than all of its~~it believes the most appropriate TSR and ROCE comparisons are against our direct competitors in the ~~oilfield~~energy services industry in terms of revenue and market capitalization, our Compensation Committee believed that the addition of E&P companies provided a more appropriate and complete comparator group. In addition, our 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 our executive talent.

In July 2019, our Compensation Committee, applying the selection criteria set forth above, approved the removal of Petrofac from the oil industry peer group because it did not meet the revenue criterion described above. As a result of the foregoing, Schlumberger was in the 60^th~~percentile of the oil industry peer group in terms of revenue, and in the 78~~^th~~percentile of the oil industry peer group in terms of market capitalization.~~

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:

Our Compensation Committee considers data from the general industry peer group as it deems necessary or advisable to the extent that data from the oil industry peer group may not exist, or may be insufficient, for some executive officer positions. The general industry peer 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.

In July 2019, our Compensation Committee, applying the selection criteria set forth above, approved the removal of DowDupont from this peer group, because its annual revenue exceeded the criterion described above, as well as the addition of Accenture to this peer group. As a result of the foregoing, Schlumberger was positioned at the 53^rd ~~percentile of the general industry peer group in terms of revenue, and the 56~~^th~~percentile of that peer group in terms of market capitalization.~~

A primary consideration of our 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 products and services company. Our 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, our Compensation Committee generally seeks to target total direct compensation for our NEOs between the 50~~^th ~~and 75~~^th~~percentiles of our two main executive compensation peer groups; however, the Committee may position an NEO who is new to a position at or below the 50~~^th~~percentile for a period of time. For example, our CEO and CFO’s 2020 target direct compensation places them at approximately the 50~~^thpercentile among CEOs and CFOs, respectively, in our main executive compensation peer groups. 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 the 50~~^th~~to 75~~^thpercentile 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- and engineering-focused companies.

In approving this target range and when setting compensation for 2020, the Committee considered that many current and former senior executive officers of leading companies in various industries have previously served as senior executives at Schlumberger.

Our 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 the companies in our two main executive compensation peer groups. In making compensation decisions, our Compensation Committee relies on its own judgment after its review of external market data, and also considers the following factors:

Each January, our Compensation Committee evaluates all elements of executive officer compensation, after a review of the prior year’s results and the achievement of Company financial objectives and each officer’s key 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 our Compensation 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 named executive officer 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 the Company. Our Vice President of Human Resources assists the CEO in developing the executive officers’ performance reviews and reviewing market compensation data to determine compensation recommendations for our executives.

~~The following table summarizes the approximate timing of significant annual executive compensation events:~~

Our Compensation Committee may, at its discretion, review and adjust officer compensation at other times during the year. For example, as discussed above under “Elements of Total Direct Compensation; 2020 Decisions—Annual Cash Incentive Awards—Financial Objectives,” in July 2020 the Committee approved certain modifications to our 2020 cash incentive plan in response to the effects of the COVID-19 pandemic and other factors that severely and negatively affected our industry, including the precipitous collapse in global oil demand and the resulting decline in demand for our services and products.

~~Our Compensation Committee is responsible for granting long-term equity-based compensation under our omnibus stock incentive plans.~~ The Committee ~~approves~~included a ~~preliminary budget for equity-based grants~~fifth comparator for the ~~following year at each October meeting. Management determines~~ 2022 TSR PSUs—the allocation of such grants for groups within the Company and individual recommendations are made by the heads of the groups and approved by the CEO. Awards for executive officers other than the CEO are granted by our Compensation Committee and discussed with the Board. Awards for the CEO are granted by the Committee following approval by the full Board. In addition to considering the value of each equity-based award, management and our Compensation Committee also consider, as an additional factor in approving long-term equity awards, 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.

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. Our 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, our 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 our NEOs, other senior executive officers and the rest of the Company’s eligible employees are made at the January meeting of our 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. Our Board and our Compensation Committee have the discretion to grant equity awards with different vesting schedules as they deem appropriate or necessary.

Our 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, our Compensation Committee. Pay Governance prepares compensation surveys for review by our 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 Schlumberger’s executive compensation department to compile annual compensation data for each executive officer, and to compare the compensation opportunities of our officers with those at comparable roles at companies in our main executive compensation peer groups. Our 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 are used for the annual executive officer compensation review.

Our 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 our Compensation Committee.

Our Compensation Committee and management believe strongly in linking executive long-term rewards to stockholder value. In 2019, our Board, upon recommendation of our Nominating and Governance Committee and our 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 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.

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 they acquire 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, 2020, all of our then-serving NEOs were in compliance with our stock ownership guidelines.~~

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 S&P Global 1200 Energy Index—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.~~

In January 2020, our Compensation Committee approved guidelines covering, among other things, LTI vesting, salary, benefits and other compensation matters for officers departing the Company, 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 for management’s reference in its executive succession planning, with flexibility as required by specific situations.

The purpose of the officer departure framework is to incentivize outgoing Company officers to support their successors for a period of time; to provide for a smooth transition; to provide resources to the Company in particular areas of expertise; and to secure outgoing officers’ covenants not to compete with us and not to solicit key employees to leave us.

Under the guidelines, we may, at our discretion, enter into agreements with officers who are leaving the Company whereby they would receive annual cash payments that would generally be less than their pre-termination annual base salary. In addition, the officer would receive a prorated cash incentive award payment with respect to the year of his or her departure. The outgoing officer would also receive benefits such as medical and insurance during the agreement term, and would continue to vest in previously-granted LTI awards during the term. In exchange, the officer would agree to be available to Schlumberger for 50% of his or her business time during the term, and agree to non-competition, non-solicitation, and non-disparagement covenants.

As previously disclosed in our definitive proxy statement for our 2020 annual general meeting of stockholders, Schlumberger and Mr. Ayat, our former CFO, entered into an agreement effective as of January 22, 2020 that provides for, among other things, certain benefits and payments through January 21, 2022, including a cash payment in each year of the term equal to his base salary prior to his retirement as CFO, in exchange for three-year non-competition and non-solicitation covenants on the part of Mr. Ayat. Under the terms of the agreement, Mr. Ayat 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 also continue to participate during the term in Schlumberger’s health, welfare and insurance plans on a basis comparable to that of other U.S. employees. He also was granted a PSU award on January 16, 2020, as set forth in the “Grants of Plan-Based Awards for Fiscal Year 2020” table in this proxy statement.

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. We consider long-term benefit plans to be an important element of the total compensation package. Our 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 Schlumberger careers, in which case they become entitled to a benefit from each plan based upon the benefits they earned during their years of service related to such plan. We fund these qualified plans through cash contributions based on actuarial valuations and/or regulatory requirements.

Some of our 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.

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 Schlumberger minimum standard, we generally offer 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.

~~We provide only limited perquisites to our named executive officers, which are identified in the narrative notes to the Summary Compensation Table.~~

In 2019, our Board, upon the recommendation of our 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, 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 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, including each of our NEOs, to $1 million per taxable year. Thus, it is expected that compensation deductions for any covered individual will be subject to a $1 million annual deduction limitation. Although the deductibility of compensation is a consideration evaluated by our Compensation Committee, the Committee believes that the lost deduction on compensation payable in excess of the $1 million limitation for our NEOs is not material relative to the benefit of being able to attract and retain talented management. Accordingly, our Compensation Committee will continue to pay compensation that is not deductible.

Our 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, our Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

~~SUBMITTED BY THE COMPENSATION COMMITTEE OF THE SCHLUMBERGER BOARD OF DIRECTORS~~

~~The following table sets forth the compensation paid by the Company and its subsidiaries for the fiscal year ended December 31, 2020 to each of our NEOs.~~

~~The following table provides additional information about stock awards and other incentive plan awards granted to our NEOs in 2020.~~

~~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, 2020.~~

~~The following table sets forth certain information with respect to stock options exercised and PSUs and RSUs that vested during 2020 for our NEOs.~~

~~The following table provides details of the stock awards vested and value realized in 2020.~~

~~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.~~

The STC Pension Plan and the SLB USAB Pension Plan are U.S. tax-qualified pension plans. 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 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. Ayat is eligible for normal retirement, and Mr. Biguet and Ms. Gharbi 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. 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 contribution, depending on an employee’s 401(k) contribution and the profitability of the Company in a given year.

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. 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. Messrs. Le Peuch and Belani are eligible for retirement with an unreduced pension under the rule of 85, described above. Mr. Ayat is eligible for normal retirement, and Mr. Biguet and Ms. Gharbi are eligible for early retirement with a reduced pension. 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).

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 Pension 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.

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. With respect to pension rights accrued prior to 2010, Messrs. Le Peuch, Belani and Ayat are eligible for normal retirement with no reduction, and Messrs. Biguet and Al Mogharbel and Ms. Gharbi 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. None of our NEOs are currently eligible for normal or early retirement with respect to pension rights accrued since 2010.

~~The following table and narrative disclosure set forth certain information with respect to nonqualified deferred compensation payable to the NEOs.~~

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.

The SLB Restoration Savings Plan, a non-qualified deferred compensation plan, provides certain defined contribution benefits for our 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 (the SLB Restoration Savings Plan and the STC Restoration Savings Plan together are referred to herein as the Schlumberger Restoration Savings Plans).

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 matching contributions with respect to each employee’s deferrals. 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. 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 60~~^th 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.

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.

Based on the methodology described below, our CEO’s 2020 total compensation was 93 times that of our median employee based on his compensation actually received in 2020, and 267 times that of our median employee after including the LTI grant that he received in 2019 upon his appointment as CEO.

Our pay ratio is affected by many factors, and may not be comparable to the pay ratios reported by other companies, even in the oilfield services and energy industries. For example, as an international company, we operate our business with large employee populations in many different countries, including countries with significantly lower employee wages than in the United States. Companies with primarily U.S.- or European-based workforces, in general, have a higher-paid median employee and lower reported pay ratio than companies with significant international operations and a meaningful employee base in lower wage countries. In addition, factors such as different exchange rates can affect a company’s pay ratio.

The pay ratio set forth above is a reasonable estimate of the annual total compensation of our median employee as compared to the 2020 total compensation of our CEO, calculated in a manner consistent with SEC rules based on our human resources systems of record and the methodology described in this section. 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; as a result, and as discussed above, the pay ratio reported by other companies may not be comparable to the pay ratio that we report, 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.

We determined that, as of October 2, 2020, we had 82,376 employees working in 98 countries. This is the number of all employees on our different payroll systems as of that date, other than those employees of joint ventures whose salaries and compensation we do not set or control. In line with our global operations, we follow local market practices regarding pay levels and pay elements. In some cases, these local practices include paying relatively lower base salaries (upon conversion to U.S. dollars), plus additional compensation elements such as coefficients, housing, schooling, utilities and other standard payments. We have excluded from our calculation of our median employee all employees located in the following countries, where either we have very few employees or where local pay practices diverge significantly from U.S. and European practices (all excluded employees collectively representing less than 5% of our total employees in 2020): Argentina, Bangladesh, Cameroon, Georgia, Hungary, Ivory Coast, Jordan, Kazakhstan, Libya, Mozambique, Pakistan, Papua New Guinea, Philippines, Senegal, South Sudan, Suriname, Tanzania, Tunisia, Uganda, Uruguay, Uzbekistan and Venezuela. After excluding these employees and for purposes of determining our median employee, we had 78,279 employees working in 76 countries. We did not make any cost-of-living adjustments when identifying our median employee.

A variety of pay elements comprise our employees’ total compensation, including base salary, field bonuses, annual performance-based cash incentives, commissions, and other benefits. The incentive awards an employee is eligible for are based on his or her pay grade and reporting level, and are consistently applied across the Company. Cash incentives, rather than equity, are the primary vehicle of incentive compensation for most of our employees. While all employees earn an annual base salary, not all receive cash incentive payments. Furthermore, fewer than three percent of our employees receive equity awards. Consequently, for purposes of applying a consistently-applied compensation metric for determining our median employee, we selected annual base salary as the sole, and most appropriate, compensation element. We used the annual base salary of our employees as reflected in our human resources systems on October 2, 2020, excluding that of our CEO, in preparing our data set.

~~Using this methodology, we determined~~shareholder feedback that our median employee was a full-time, salaried employee working in Nigeria as a technical sales professional, whose 2020 total compensation was $60,444. To calculate that employee’s total compensation, we first calculated all ofinvestors also evaluate our TSR performance against the elements of his or her compensation for 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. We then converted his or her total compensation to U.S. dollars, using a blended exchange rate representing the average exchange rate during 2020, resulting in an exchange rate of 353 Nigerian Naira to each U.S. dollar.broader energy sector.

Payouts Under Prior LTI Awards

~~We used both of the approaches below to calculate the 2020 total compensation of our CEO:~~

~~Potential Payments Upon Termination or Change in Control for Fiscal Year 2020~~

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.

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.”

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.

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:

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.

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 33^rdpercentile 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 85^thpercentile. 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.

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.

Other Benefits

Officer Departure Guidelines

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.

Agreement with Senior Strategic Advisor

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.

Broadly Available Benefit Plans

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.

Limited Perquisites

We provide only limited perquisites to our NEOs, which are identified in the footnotes to the Summary Compensation Table.

Other Aspects of Our Executive Compensation Program

Competition for Our Executive Talent

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 50^thand 75^thpercentiles 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 50^thpercentile 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 50^thto 75^thpercentile 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.

Our Peer Group Companies

Our Compensation Committee considers formal executive compensation survey data prepared by Pay Governance when it reviews and determines executive compensation, and when considering changes to our executive compensation program. The Committee considers data for the companies comprising our two main executive compensation peer groups—our core industry peer group and our general industry peer group. The Committee believes these peer groups together provide the robust market data necessary to assess the current and future talent markets available to our executive officers, both in the oil and gas sector and in other advanced extractive, technology-driven manufacturing, and industrial engineering-focused sectors. General industry peer group comparisons are particularly relevant for non-operations positions, where skills and experience may be easily transferable to other industries. In addition, the evolving energy industry environment creates challenges in maintaining a robust peer group comprising solely oilfield services and upstream companies, 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.

Executive Compensation Governance

No Employment Agreements with Current NEOs

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 ~~section~~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.

Stock Ownership and Holding Requirements

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.

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.

Anti-Hedging and Anti-Pledging

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.

10b5-1 Trading Plans

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.

Clawback Policy

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.

Process for Setting Executive Compensation

Compensation Committee Review

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:

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 ~~consequences~~approximate timing of significant annual executive compensation events.

Equity Grant Practices

Our Compensation Committee is responsible for granting long-term equity-based compensation under our omnibus stock incentive plans. The Committee approves a preliminary budget for equity-based grants for the following year at each October meeting. Awards for the CEO are granted by the Committee following approval by the independent members of the Board. Awards for executive officers other than the CEO are granted by the Committee and discussed with the Board. Management determines the allocation of equity-based grants for other groups within the Company and individual recommendations are made by the heads of the groups and approved by the CEO. In addition to considering the value of each equity-based award, management and the Committee also consider, as an additional factor in approving long-term equity awards, the overall potential shareholder dilution impact and burn rate, which is the rate at which awards are granted as a percentage of SLB shares outstanding.

The regular Board and Compensation Committee meeting schedule is set at least a year in advance, with meetings held quarterly in mid-January, mid-April, mid-July, and mid-October. Annual grants of equity-based awards to our NEOs and other executives, as well as to other eligible employees, are made at the Committee’s January meeting. Additionally, specific grants may be made at other Committee meetings to recognize an employee’s promotion, change in responsibility or specific achievement, or to achieve other key compensation objectives, such as retention. Generally, the Committee sets the grant date for equity awards as the Committee meeting date, which is usually two days in advance of the Company’s announcement of earnings. The Company does not time the release of material non-public information for the purpose of affecting the values of equity grants. At the time equity grant decisions are made, our Compensation Committee is aware of the earnings results, but it does not adjust the size or the mix of grants to reflect possible market reaction.

In addition, PSUs and RSUs do not accrue or pay dividends or dividend equivalents prior to vesting.

Independent Compensation Consultant

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.

Executive Compensation Tables

Summary Compensation Table

The following table sets forth information regarding the total compensation paid to our NEOs for fiscal years 2022, 2021 and 2020.

Grants of Plan-Based Awards in 2022

The following table provides additional information regarding cash incentive and PSU and RSU awards granted to our NEOs in 2022.

Outstanding Equity Awards at Year-End 2022

The following table provides additional information regarding outstanding and unexercised stock options and outstanding PSU and RSU awards for each of our NEOs as of December 31, 2022.

Option Exercises and Stock Vested in 2022

The following table provides additional information regarding stock options that were exercised and PSU and RSU awards that vested during 2022 for our NEOs.

Pension Benefits

We maintain the following pension plans for our NEOs and other employees who began employment with SLB at times when new hires were eligible to participate. These plans provide for lifetime pensions upon retirement, based on years of service:

The following table and the discussion below provide information regarding pension benefits payable to our NEOs.

Tax-Qualified Pension Plan

The STC Pension Plan is a U.S. tax-qualified pension plan, funded through cash contributions made by 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 year in which an employee participates in the plan, and 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 ~~omnibus incentive~~profitability in a given year.

Supplementary Benefit Plans—Nonqualified Pension

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 ~~standard form~~(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 ~~stock option award~~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 Employee Retirement Income Security Act of 1974.

International Staff Pension Plan

We maintain the International Staff Pension Plan for certain employees who work in many different countries over the course of their careers, and who otherwise would be unable to accumulate any meaningful pension. Most of the NEOs have either been in the International Staff Pension 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 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 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 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 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. 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.

Nonqualified Deferred Compensation

The following table and the discussion below provide information regarding nonqualified deferred compensation payable to our NEOs.

Supplementary Benefit Plans—Nonqualified Profit Sharing

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 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.

International Staff Profit Sharing Plan

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.

Restoration Savings Plan

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.

Potential Payments Upon Termination or Change in Control

Our NEOs generally receive the same benefits as our other employees. As is the case with our other compensation arrangements, any differences are generally due to local (country-specific) requirements. In line with this practice, our NEOs do not have employment 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.

Termination of Employment

PSUs and RSUs

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:

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 applicable date of “retirement,” “early retirement” or “special retirement” takes into consideration the completion of any active employment period, including employment pursuant to our officer departure guidelines described on page 44.

Stock Options

If a stock option holder’s employment ~~terminates.~~with SLB terminates, that holder’s outstanding options will be treated as follows:

Notwithstanding the vesting and exercisability provisions described above, an option holder may forfeit ~~his or her~~the right to exercise stock options, and may have certain prior option exercises rescinded, if ~~he or she~~the option holder 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).

Change in Control

Under our 2017 Schlumberger Omnibus Stock Incentive Plan and subject to the Company’s standard form of PSU awards, 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):~~

~~For these purposes, “retirement,” “early retirement,” “special retirement” and “disability” have the meanings assigned to such terms in the applicable award agreements.~~

Under our 2010 Omnibus Stock Incentive Plan (with respect to stock options), and our 2013 Omnibus Stock Incentive Plan and 2017 Omnibus Stock Incentive Plan (with respect to stock options, PSUs and RSUs),omnibus incentive plans, in the event of a merger, consolidation, acquisition of property or stock, separation, spinoff, reorganization or liquidation (each a ~~“Corporate Transaction”~~Corporate Transaction), our Board may, in its sole discretion, ~~(1)~~(i) provide for the substitution of a new award (or other arrangement) for or assumption of any award, ~~(2)~~(ii) provide for ~~the acceleration of~~accelerated vesting of any awards, or ~~(3)~~(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 ~~stock options,~~RSUs, PSUs and ~~RSUs~~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 ~~and the value of the unvested PSUs at target and RSUs~~ held by each NEO as of December 31, ~~2020,~~2022, that would become vested upon the occurrence of a Corporate Transaction, assuming that the Board elects to accelerate the vesting of ~~stock options,~~RSUs, PSUs and ~~RSUs~~stock options 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 time during the year of any such event, the price of ~~Schlumberger~~SLB common stock and SLB’s achievement ~~by the Company~~ of any relevant performance metric.

Retirement Plans

~~Schlumberger’s~~Our pension plans and ~~non-qualified~~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 ~~Schlumberger~~ Restoration Savings ~~Plans,~~Plan, none of ~~Schlumberger’s non-qualified~~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 ~~for Fiscal Year 2020~~ table and accompanying ~~narrative~~discussion beginning on page 54 above and the Nonqualified Deferred Compensation ~~for Fiscal Year 2020~~ table and accompanying ~~narrative~~discussion beginning on page 56 above.

The following table sets forth the amounts as of December 31, ~~2020~~2022 of benefit payments that would be accelerated under the ~~SLB~~ Restoration Savings Plan upon a change in control.

Subject to satisfying certain age, service and contribution requirements, most U.S. employees, including NEOs in the United 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. 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 anThe program also provides annual ~~contribution~~contributions to a health reimbursement arrangement that can be used to purchase medical coverage or Medicare supplemental coverage and ~~pay~~ other tax-deductible expenses.

Equity Compensation Plan Information

~~See “Compensation Discussion~~The following table sets forth the following information as of December 31, 2022 for all equity compensation plans approved and ~~Analysis—Agreement with Former CFO” on page 50 for details regarding~~not approved by our ~~agreement with Mr. Ayat.~~shareholders.

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 no securities issuable under the 2010 Incentive Plan, the 2008 Incentive Plan or the 2005 Incentive Plan, other than shares of our common stock issuable upon the exercise of stock options currently outstanding.

CEO Pay Ratio

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:

Pay vs. Performance Comparison

As discussed in the CD&A above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of SLB’s financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2022, 2021 and 2020.

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):

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:

Pay-for-Performance Alignment

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.

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.

ITEM 4. Approval of Financial Statements and Dividends

Following completion of the audit procedures performed by ~~PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm,~~PwC, we are ~~submitting~~asking you to approve the following ~~for approval by~~financial statements that are included in our ~~stockholders, as required by Curaçao law:~~2022 Annual Report to Shareholders:

~~These items are included in~~You should refer to our ~~2020~~2022 Annual Report to ~~Stockholders, which is provided concurrently with this proxy statement. Stockholders should refer to these items~~Shareholders in considering this agenda item.

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 2020 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.~~

ITEM 5. Ratification of Appointment of Independent Auditors for 2023

~~PricewaterhouseCoopers LLP~~PwC has been selected by ~~the~~our Audit Committee as the independent registered public accounting firm to audit ~~the~~SLB’s annual financial statements ~~of the Company~~ for the year ending December 31, ~~2021.~~2023. Although ratification is not required by our bylaws or otherwise, as a matter of good corporate governance, we are asking ~~our stockholders~~you to ratify, on an advisory basis, the appointment of ~~PricewaterhouseCoopers LLP~~PwC as our independent auditor for the year ending December 31, ~~2021.~~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 ~~PricewaterhouseCoopers LLP~~PwC is expected to attend our ~~2021 annual general meeting of stockholders,~~2023 AGM, and will be available to respond to appropriate questions.

Fees Paid to ~~PricewaterhouseCoopers LLP~~

PwC

~~PricewaterhouseCoopers LLP~~PwC has billed ~~the Company and its subsidiaries~~SLB the fees set forth in the table below for:

The Audit Committee considers the provision of services by ~~PricewaterhouseCoopers LLP~~PwC not related to the audit of ~~the Company’s~~SLB’s annual financial statements and reviews of ~~the Company’s~~SLB’s interim financial statements when evaluating ~~PricewaterhouseCoopers LLP’s~~PwC’s independence.

Audit Committee’s Pre-Approval Policy and Procedures

The Audit Committee ~~pre-approves~~has a policy to pre-approve all services provided to ~~the Company~~Schlumberger Limited and its subsidiaries by ~~Schlumberger’s~~SLB’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 2020~~For 2022 and ~~2019, all~~2021, audit and non-audit services were pre-approved by the Audit Committee.

~~A majority~~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 is required to approve~~cast. In selecting PwC as SLB’s independent auditor for 2023, the Audit Committee considered this ~~Item 4.~~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.

~~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.~~

Audit Committee Report

During ~~2020,~~2022, the Audit Committee periodically reviewed and discussed ~~the Company’s~~SLB’s consolidated financial statements with Company management and ~~PricewaterhouseCoopers LLP, the Company’s~~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”~~(PCAOB) requirements. The Audit Committee also discussed with Company management and ~~PricewaterhouseCoopers LLP~~PwC the evaluation of ~~the Company’s~~SLB’s reporting and internal controls undertaken in connection with certifications made by ~~the Company’s~~SLB’s Chief Executive Officer and Chief Financial Officer in ~~the Company’s~~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 ~~the Company’s~~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 ~~PricewaterhouseCoopers LLP~~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.

~~PricewaterhouseCoopers LLP~~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 ~~PricewaterhouseCoopers LLP’s~~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 ~~the Company’s~~SLB’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2022, as filed with the SEC on January ~~27, 2021.~~25, 2023.

~~SUBMITTED BY THE AUDIT COMMITTEE OF THE SCHLUMBERGER BOARD OF DIRECTORS~~Submitted by the Audit Committee of the SLB Board of Directors

~~We are requesting that our stockholders vote in favor of approving an amendment and restatement of the 2017 Schlumberger Omnibus Stock Incentive Plan (the “2017 Incentive Plan”), which would:~~

Our Board approved the proposed amendment and restatement of the 2017 Incentive Plan effective as of January 21, 2021, subject to stockholder approval. No other substantive changes are being made to the 2017 Incentive Plan.

Brokers do not 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 deliver a non-vote on this proposal. For Item 5, abstentions are counted in the denominator for determining the total votes cast.

The following summary of the material features of the Amended and Restated 2017 Incentive Plan is subject to the specific provisions contained in the full text of the Amended and Restated 2017 Incentive Plan set forth as Appendix B. The specific amendments proposed to be made to the 2017 Incentive Plan are marked within Appendix B.

Our Board and our stockholders originally approved the 2017 Incentive Plan in January 2017. In July 2017, we amended and restated the 2017 Incentive Plan to allow participants to pay the purchase price upon exercise of a stock option by authorizing Schlumberger to withhold such number of shares of common stock with a fair market value at the time of exercise equal to the number of shares otherwise deliverable on the exercise of the option.

~~The following is a summary of the key provisions of the Amended and Restated 2017 Incentive Plan.~~

The Compensation Committee will determine at the time of grant when each stock option will vest. The Compensation Committee’s recent practice has been to grant options that vest in five equal annual installments beginning on the first anniversary of the grant date.

The exercise price of stock options granted under the Amended and Restated 2017 Incentive Plan may not be less than the fair market value (the mean between the high and low sales prices on the New York Stock Exchange on the grant date) of the common stock on the date of grant. As of February 1, 2021, the mean between the high and low sales prices of Schlumberger common stock on the New York Stock Exchange was $22.19 per share.

~~The purchase price to be paid upon exercise of a stock option may be paid, subject to the rules established by the Compensation Committee, as follows:~~

Stock options also may be exercised through “cashless exercise” procedures approved by the Compensation Committee involving a broker or dealer approved by the Compensation Committee. Schlumberger may require, prior to issuing common stock under the Amended and Restated 2017 Incentive Plan, that the participant remit an amount in cash, or authorize withholding of common stock in connection with the option exercise, sufficient to satisfy tax withholding requirements.

Meeting Information

The Amended and Restated 2017 Incentive Plan grants the Compensation Committee broad discretion to designate the treatment of stock options following an option holder’s termination of employment with Schlumberger or any of its subsidiaries. See “Executive Compensation Tables and Accompanying Narrative—Potential Payments Upon Termination or Change in Control for Fiscal Year 2020—Termination of Employment” on page 63, for a description of current terms and conditions provided on termination of employment.

Awards may also be in the form of rights to receive a payment, in cash or common stock, equal to the fair market value or other specified value of a number of shares of common stock on the rights exercise date over a specified strike price (“stock appreciation rights”). All stock appreciation rights granted under the Amended and Restated 2017 Incentive Plan must have a grant price per share that is not less than the fair market value of a share of common stock on the date of grant and a term of no more than 10 years.

~~The terms, conditions and limitations applicable to grants of restricted stock and restricted stock units are determined by our Compensation Committee.~~

Awards may also be in the form of grants denominated in cash. The terms, conditions and limitations applicable to any cash awards granted pursuant to the Amended and Restated 2017 Incentive Plan are determined by the Compensation Committee.

At the discretion of the Compensation Committee, any of the above-described employee awards may be made in the form of a performance award. A performance award is an award that is subject to the attainment of one or more performance goals. The terms, conditions and limitations applicable to any performance award are determined by the Compensation Committee.

The Amended and Restated 2017 Incentive Plan permits, but does not require, the Compensation Committee to structure any performance award made to a named executive officer as performance-based compensation. In making qualified performance awards, the Compensation Committee may base a performance goal on one or more business criteria selected by the Compensation Committee that may be applied to the participant, one or more business units, divisions or sectors of Schlumberger, or Schlumberger as a whole, or by comparison with a peer group of companies.

~~Performance goals need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses.~~

Any award under the Amended and Restated 2017 Incentive Plan will have a minimum vesting period of one year from the date of grant, provided that up to 5% of the total shares of reserved under the Amended and Restated 2017 Incentive Plan may be issued without regard to minimum vesting provisions.

The award agreement may provide that an employee granted an award may forfeit his or her right to such award or be required to return common stock or cash received as a result of the exercise or vesting of an award if such holder engages in “detrimental activity” (as defined by the Compensation Committee in the award agreement under the Amended and Restated 2017 Incentive Plan) during or following termination of employment. Under our current standard terms for stock options grants, 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).

In addition, 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. See “Compensation Discussion and Analysis—Other Executive Benefits and Policies—Clawback Policy for Performance-Based Cash and Equity Awards” on page 51.

~~Unless otherwise determined by the Compensation Committee in an award agreement, no award will be assignable or otherwise transferable. Any attempted assignment of an award will be void.~~

~~The Compensation Committee administers the 2017 Incentive Plan. The Compensation Committee has full power and authority to:~~

The Compensation Committee may correct any defect or supply any omission or reconcile any inconsistency in the 2017 Incentive Plan or in any award in the manner and to the extent the Compensation Committee deems necessary or desirable to further the purposes of the 2017 Incentive Plan or to avoid unanticipated consequences or address unanticipated events (including any temporary closure of a stock exchange on which the Schlumberger’s common stock is traded, disruption of communications or natural catastrophe) deemed by the Compensation Committee to be inconsistent with the purposes of the 2017 Incentive Plan or any award agreement, provided that no such action will be taken absent stockholder approval to the extent required by the 2017 Incentive Plan. The Compensation Committee may, subject to applicable law, grant awards to persons outside the United States under such terms and conditions as may, in its judgment, be necessary or advisable to comply with the laws of the applicable foreign jurisdictions and, to that end, may establish sub-plans, modified option exercise procedures and other terms and procedures.

The Compensation Committee may delegate to the Chief Executive Officer and to other senior officers of Schlumberger or to such other committee of the Board of Directors its duties under the 2017 Incentive Plan pursuant to such conditions or limitations as the Compensation Committee may establish.

The Board of Directors or the Compensation Committee may amend, modify, suspend or terminate the Amended and Restated 2017 Incentive Plan for the purpose of addressing any changes in legal requirements or for any other lawful purpose, except that:

Additionally, no stock option or stock appreciation right may be repriced, replaced, regranted through cancellation or modified without stockholder approval (except in connection with a change in Schlumberger’s capitalization) if the effect would be to reduce the exercise price for the shares underlying such stock option or stock appreciation right.

In the event of any subdivision or consolidation of shares or other capital readjustment, or the payment of a stock dividend or other increase or reduction of the number of shares of our common stock outstanding without compensation therefor in money, services or property, then the number of shares subject to the 2017 Incentive Plan will be proportionally adjusted and the number of shares of common stock with respect to which outstanding awards or other property subject to an outstanding award granted under the Incentive Plan will:

In the event of any corporate merger, consolidation, acquisition of property or stock, separation, spinoff, reorganization or liquidation, the Board of Directors may make certain adjustments to awards as it deems equitable, including: (i) providing for the substitution of a new award (or other arrangement) or the assumption of the award; (ii) prior to the transaction, providing for the acceleration of the vesting and exercisability of or the lapse of restrictions with respect to the award; and (iii) cancelling any outstanding award in exchange for cash in an amount deemed by the Board to be equal to the fair market value of the award.

Consistent with past practice, we currently expect that any award agreement documenting an award under the Amended and Restated 2017 Incentive Plan will not contain a contractual right to an automatic acceleration upon a change in control. Rather, we expect that any acceleration of vesting of an award in connection with a transaction would be made only where (i) a transaction results in a change in control of Schlumberger and (ii) in connection with such transaction the outstanding awards are not assumed by Schlumberger’s successor.

The following discussion of tax consequences relates only to U.S. federal income tax matters. The tax consequences of participating in the 2017 Incentive Plan may vary according to country of participation. Also, the tax consequences of participating in the 2017 Incentive Plan may vary with respect to individual situations and it should be noted that income tax laws, regulations and interpretations thereof change frequently. Participants should rely upon their own tax advisors for advice concerning the specific tax consequences applicable to them, including the applicability and effect of state, local and foreign tax laws.

Some of the options issued under the 2017 Incentive Plan are intended to constitute “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code, while other options granted under the 2017 Incentive Plan are non-qualified stock options. The Internal Revenue Code provides for tax treatment of stock options qualifying as incentive stock options that may be more favorable to employees than the tax treatment accorded non-qualified stock options. Generally, upon the exercise of an incentive stock option, the optionee will recognize no income for U.S. federal income tax purposes, although the optionee may subsequently recognize income if the shares are disposed of prior to the holding period described below. The difference between the exercise price of the incentive stock option and the fair market value of the stock at the time of purchase is an item of tax preference that may require payment of an alternative minimum tax.

On the sale of shares acquired by exercise of an incentive stock option (assuming that the sale does not occur within two years following the date of grant of the option or within one year following the date of exercise), any gain will be taxed to the optionee as long-term capital gain. Except with respect to death or permanent and total disability (in which case the optionee has one year to exercise and obtain incentive stock option treatment), an optionee has three months after termination of employment in which to exercise an incentive stock option and retain incentive stock option tax treatment at exercise. An option exercised more than three months after an optionee’s termination of employment, including termination due to retirement, cannot qualify for the tax treatment accorded incentive stock options. Such option would be treated as a non-qualified stock option instead.

In contrast, upon the exercise of a non-qualified option, the optionee recognizes taxable income (subject to withholding) in an amount equal to the difference between the fair market value of the shares on the date of exercise and the exercise price. Upon any sale of such shares by the optionee, any difference between the sale price and the fair market value of the shares on the date of exercise of the non-qualified option will be treated generally as capital gain or loss.

Participants will not realize taxable income upon the grant of a stock appreciation right. Upon the exercise of a stock appreciation right, the participant will recognize ordinary income (subject to withholding by Schlumberger) in an amount equal to the cash or fair market value of the shares of stock received on the date of exercise of the stock appreciation right. The participant will generally have a tax basis in any shares of stock received on the exercise of a stock appreciation right that equals the fair market value of such shares on the date of exercise. Subject to the limitations discussed below, Schlumberger will be entitled to a deduction for U.S. federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by the participant under the foregoing rules.

Subject to the discussion below under “Certain Tax Code Limitations on Deductibility,” under rules applicable to U.S. corporations, no deduction is available to the employer corporation upon the grant or exercise of an incentive stock option (although a deduction may be available if the employee sells the shares so purchased before the applicable holding period expires), whereas, upon exercise of a non-qualified stock option or stock appreciation right, the employer corporation is entitled to a deduction in an amount equal to the income recognized by the employee. A non-U.S. corporation, such as Schlumberger, is entitled to deductions only to the extent allocable to “effectively connected income” which is subject to U.S. federal income tax.

A participant generally will not have taxable income upon the grant of stock awards, such as restricted stock or restricted stock units. Instead, he or she will recognize ordinary compensation income in the first taxable year in which his or her interest in the stock underlying the award becomes either (i) freely transferable or (ii) no longer subject to substantial risk of forfeiture. In general, a participant will recognize ordinary compensation income in an amount equal to the fair market value of the stock when it first becomes transferable or is no longer subject to a substantial risk of forfeiture, unless the participant makes an election to be taxed on the fair market value of the stock underlying the award when it is received.

An employee will be subject to withholding for federal, and generally for state and local, income taxes at the time the employee recognizes income under the rules described above with respect to an award of restricted stock or restricted stock units. The tax basis of a participant in the stock received will equal the amount recognized by the employee as compensation income under the rules described in the preceding paragraph, and the employee’s holding period in such shares will commence on the date income is so recognized. Upon later disposition of stock received that has been held for the requisite holding period, the employee will generally recognize capital gain or loss equal to the difference between the amount received in the disposition and the amount previously recognized as compensation income.

Subject to the limits discussed below under “Certain Tax Code Limitations on Deductibility,” Schlumberger will be entitled to a deduction for U.S. federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by the participant under the foregoing rules to the extent the deduction is allocable to “effectively connected income” which is subject to U.S. federal income tax.

Section 162(m) of the Internal Revenue Code provides that certain compensation received in any year by a “covered employee” in excess of $1 million is non-deductible by Schlumberger for federal income tax purposes. Prior to the enactment of the Tax Cut and Jobs Act, Section 162(m) included a performance-based compensation exemption to the $1 million deductibility limit, whereby compensation that was subject to the performance-based compensation exemption was deductible by the Company. The performance-based compensation exemption included many requirements otherwise included in equity plan documents. The Tax Cuts and Jobs Act amended Section 162(m) to remove the performance-based compensation exemption. Based on this removal, there is no longer an exemption to the $1 million deductibility limit, and plans are no longer required to follow the Section 162(m) performance based compensation exemption requirements. As a result, the Company proposes to remove certain references to Section 162(m) in the 2017 Incentive Plan, as reflected in further detail in Appendix B.

Although the deductibility of compensation is a consideration evaluated by the Compensation Committee, the Committee believes that the lost deduction on compensation payable in excess of the $1 million limitation for the NEOs is not material relative to the benefit of being able to attract and retain talented management. Accordingly, the Compensation Committee will continue to pay compensation that is not deductible, including performance-based compensation.

Section 409A of the Internal Revenue Code generally provides that any deferred compensation arrangement must satisfy specific requirements, both in operation and in form, regarding (1) the timing of payment, (2) the advance election of deferrals, and (3) restrictions on the acceleration of payment. Failure to comply with Section 409A may result in the early taxation (plus interest) to the participant of deferred compensation and the imposition of a 20% penalty on the participant on such deferred amounts included in the participant’s income. Schlumberger intends to structure awards under the 2017 Incentive Plan in a manner that is designed to be exempt from or comply with Section 409A.

Section 457A of the Internal Revenue Code sets forth the rules applicable to deferred compensation paid to U.S. persons by certain foreign corporations and other entities. We expect that stock options, stock-settled stock appreciation rights, restricted stock and restricted stock units granted under the 2017 Incentive Plan will be exempt from Section 457A. However, stock appreciation rights that may be settled in cash may be subject to Section 457A, as well as cash awards or stock units that are not paid within one year after vesting.

Section 457A requires that any compensation paid under a deferred compensation plan of a nonqualified entity must be included in the participant’s income at the time such amounts are no longer subject to a substantial risk of forfeiture. Therefore, stock appreciation rights that may be settled in cash as well as cash awards or stock units that are not paid within one year after vesting may result in income inclusion upon vesting, even though the participant has not exercised the stock appreciation right or received delivery of cash or shares of stock at that time. Schlumberger currently intends to grant awards that are exempt from Section 457A.

None of the awards made under the 2017 Incentive Plan prior to the date of the 2021 annual general meeting were granted subject to shareholder approval. The number and types of awards that will be granted under the Amended and Restated 2017 Incentive Plan in the future are not determinable, as the Compensation Committee will make these determinations in its sole discretion. The following table sets forth the aggregate number of PSUs (at target), RSUs and stock options that have been granted to date under the 2017 Incentive Plan to our named executive officers and the specified groups set forth below (whether or not outstanding, vested, or forfeited, as applicable).

~~The table below sets forth the following information as of December 31, 2020 for all equity compensation plans approved and not approved by our stockholders.~~

Equity compensation plans approved by our stockholders include the Directors Stock Plan, as amended and restated to date; the 2017 Incentive Plan, as amended and restated to date; the 2013 Schlumberger Omnibus Stock Incentive Plan, as amended and restated; the 2010 Schlumberger Omnibus Stock Incentive Plan, as amended and restated (the “2010 Incentive Plan”); 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 and restated to date; the Schlumberger 2008 Stock Incentive Plan, as amended and restated (the “2008 Incentive Plan”); and the Schlumberger 2005 Stock Incentive Plan, as amended and restated (the “2005 Incentive Plan”). There are no securities issuable under the 2010 Incentive Plan, the 2008 Incentive Plan or the 2005 Incentive Plan, other than shares of our common stock issuable upon the exercise of stock options currently outstanding.

We are requesting that our stockholders vote in favor of approving an amendment and restatement of the Schlumberger Discounted Stock Purchase Plan (as amended and restated to date, the “DSPP”), which would increase the number of shares available for purchase under the DSPP by 20 million shares.

~~Our Board approved the proposed amendment and restatement of the DSPP effective as of January 21, 2021, subject to stockholder approval. No other substantive changes are being made to the DSPP.~~

Brokers do not 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 deliver a non-vote on this proposal. For Item 6, abstentions are counted in the denominator for determining the total votes cast.

The following summary of the material features of the Amended and Restated DSPP is subject to the specific provisions contained in the full text of the Amended and Restated DSPP set forth as Appendix C. The specific amendments proposed to be made to the DSPP are marked within Appendix C.

Our Board and our stockholders originally approved the DSPP in 1988. In 1998, 2010, 2013 and 2017, we amended and restated the DSPP with the approval of our stockholders. The DSPP was amended and restated in 2017 only to increase the number of shares authorized for issuance under the DSPP by 18,000,000. The DSPP was further amended in 2018 in connection with our transition to a new plan administrator.

The DSPP is designed to encourage and assist all employees of Schlumberger and its subsidiaries to acquire an equity interest in Schlumberger through the purchase of our common stock. The DSPP is intended to constitute an “employee stock purchase plan” under Section 423 of the Internal Revenue Code.

~~The DSPP is administered by a committee of at least three persons appointed by the Board (the “DSPP Committee”). The DSPP Committee has the full power and authority to:~~

~~The following is a summary of the key provisions of the Amended and Restated DSPP.~~

The following discussion of tax consequences relates only to U.S. federal income tax matters. The tax consequences of participating in the DSPP may vary according to country of participation. Also, the tax consequences of participating in the DSPP may vary with respect to individual situations and it should be noted that income tax laws, regulations and interpretations thereof change frequently. Participants should rely upon their own tax advisors for advice concerning the specific tax consequences applicable to them, including the applicability and effect of state, local and foreign tax laws.

The DSPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. Amounts withheld from pay under the DSPP are taxable income to participants in the year in which the amounts otherwise would have been received, but the participants will not be required to recognize additional income for federal income tax purposes either at the time the employee is deemed to have been granted a right to purchase common stock (on the first day of a purchase period) or when the right to purchase common stock is exercised (on the last day of the purchase period).

If the participant holds the common stock purchased under the DSPP for at least two years after the first day of the purchase period in which the common stock was acquired (the “Enrollment Date”) and for at least one year after the date that the common stock is purchased (the “Exercise Date”), when the participant disposes of the common stock he or she will recognize as ordinary income an amount equal to the lesser of:

If the participant disposes of the common stock within two years after the Enrollment Date or within one year after the Exercise Date, he or she will recognize ordinary income equal to the fair market value of the Common Stock on the Exercise Date in which the common stock was acquired less the amount paid for the common stock. The ordinary income recognition pertains to any disposition of common stock acquired under the DSPP (such as by sale, exchange or gift).

Upon disposition of the common stock acquired under the DSPP, any gain realized in excess of the amount reported as ordinary income will be reportable by the participant as a capital gain, and any loss will be reportable as a capital loss. Capital gain or loss will be long-term if the employee has satisfied the holding periods requirement described above or, in any event, if the employee has held the common stock for at least one year. Otherwise, the capital gain or loss will be short-term. If the participant satisfies the statutory holding periods, described above, for common stock purchased under the DSPP, we will not receive any deduction for federal income tax purposes. If the participant does not satisfy the holding periods, we will be entitled to a deduction in an amount equal to the amount that is considered ordinary income taxable to the participant. We are entitled to a compensation expense deduction under Section 162 of the Internal Revenue Code only to the extent that ordinary income is realized by the participant as a result of a disqualifying disposition.

Because participation in the DSPP is voluntary and we are unable to predict the future value of our common stock, we cannot currently determine the benefits or amounts that will be received in the future by any person or group under the DSPP. The following table sets forth the number of shares purchased under the DSPP from 2017 (the year in which the DSPP was last approved by our stockholders) through 2020 by our named executive officers and the specified groups set forth below.

We are requesting that our stockholders vote in favor of approving an amendment and restatement of the Schlumberger Limited 2004 Stock and Deferral Plan for Non-Employee Directors (the “Directors Stock Plan”), which would increase the number of shares available for stock awards under the Directors Stock Plan by 600,000 shares.

Our Board approved the proposed amendment and restatement of the Directors Stock Plan on January 21, 2021, subject to stockholder approval. No other substantive changes are being made to the Directors Stock Plan.

Brokers do not 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 deliver a non-vote on this proposal. For Item 7, abstentions are counted in the denominator for determining the total votes cast.

The following summary of the material features of the Amended and Restated Directors Stock Plan is subject to the specific provisions contained in the full text of the Amended and Restated Directors Stock Plan set forth as Appendix D. The specific amendments proposed to be made to the Directors Stock Plan are marked within Appendix D.

Our Board and our stockholders originally approved the Directors Stock Plan in 2004. In 2007, we amended and restated the Directors Stock Plan to allow non-employee directors to defer the receipt of cash compensation, and to make other administrative changes. The Directors Stock Plan was further amended in 2009 to make further administrative and compliance changes. In each of 2012 and 2019, we amended and restated the Directors Stock Plan to increase the number of shares available under the plan and to increase the limit on annual awards that may be granted to individual directors.

~~The Directors Stock Plan is administered by the Compensation Committee (the “Committee”), as designated by our Board. The Committee has full and exclusive power and authority to:~~

~~The Committee may delegate duties under the Directors Stock Plan to the Chief Executive Officer and other senior officers of Schlumberger, other than its granting authority.~~

~~The following is a summary of the key provisions of the Amended and Restated Directors Stock Plan.~~

The following discussion describes the material U.S. federal income tax consequences to non-employee directors with respect to awards granted under the Directors Stock Plan. This summary is based on statutory provisions, U.S. Treasury regulations, judicial decisions and rulings of the Internal Revenue Service in effect on the date of this proxy statement. This summary does not describe any state, local or non-U.S. tax consequences.

In general, a non-employee director will recognize ordinary compensation income as a result of the receipt of common stock pursuant to a stock award in an amount equal to the fair market value of the common stock when such stock is received. Upon the disposition of the common stock acquired pursuant to a stock award, the non-employee director will recognize a capital gain or loss in an amount equal to the difference between the sale price of the common stock and the non-employee director’s tax basis in the common stock. This capital gain or loss will be a long-term capital gain or loss if the shares are held for more than one year. For this purpose, the holding period begins on the day after the shares of common stock are received by the non-employee director.

A non-employee director will not have U.S. taxable income upon the grant of a stock award in the form of units denominated in common stock but rather will generally recognize ordinary compensation income at the time the non-employee director receives shares of common stock or cash in satisfaction of such stock unit award in an amount equal to the fair market value of the common stock or cash received.

For compensation attributable to services, Section 457A of the Internal Revenue Code requires that any compensation paid under a deferred compensation plan of a nonqualified entity must be included in the service provider’s income at the time such amounts are no longer subject to a substantial risk of forfeiture. Accordingly, because non-employee directors are always vested in the amounts deferred under the Directors Stock Plan, if Schlumberger is a nonqualified entity and the compensation is not otherwise excludible from Section 457A, stock or cash compensation deferred by non-employee directors who are U.S. citizens or residents in accordance with the procedures established under the Directors Stock Plan will be included in U.S. income by the non-employee director in the year for which the compensation is earned despite a timely election to defer receipt of such compensation.

Dividends paid on shares of outstanding common stock held by a non-employee director will be taxed as dividend income. Cash payments of dividend equivalents with respect to stock units under the Directors Stock Plan will be subject to taxation as ordinary compensation income when received by the non-employee director.

To the extent allowable by relevant laws and regulations, we may be entitled to a deduction for U.S. federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by the participant under the foregoing rules. No deduction will be available on any dividends which are paid on outstanding shares of stock and taxable as dividend income to the recipient.

Unless otherwise required by applicable laws or regulations, Schlumberger will not withhold or otherwise pay on behalf of any non-employee director any taxes arising in connection with an award under the Directors Stock Plan. The payment of any such taxes will be the sole responsibility of each non-employee director. We, however, have the authority to satisfy any withholding obligations from funds or shares of common stock deliverable pursuant to the Directors Stock Plan or other cash compensation due a participant, if applicable.

None of the awards made under the Directors Stock Plan prior to the date of the 2021 annual general meeting were granted subject to shareholder approval. If the amendment and restatement of the Directors Stock Plan is approved, we expect to continue to make annual grants of awards to non-employee directors as described above under “Director Compensation in Fiscal Year 2020” beginning on page 23, subject to the limitations set forth in the Directors Stock Plan and to periodic adjustments based on the Committee’s review of director compensation from time to time in its discretion.

~~The following table sets forth the aggregate number of shares of our common stock that have been granted to our non-employee directors under the Directors Stock Plan since its inception.~~

No stock options or other warrants or rights have been granted to any director under the Directors Stock Plan; and no awards have been granted under the Directors Stock Plan to any of our executive officers, including our NEOs, other employees, or an associate of any of our directors, executive officers, or director nominees. Further, no other person received 5% or more of the total stock options granted under the Directors Stock Plan since its inception.

This proxy statement is furnished in connection with the solicitation by the ~~Schlumberger~~SLB Board of Directors of proxies to be voted at ~~Schlumberger’s 2021 annual general meeting of stockholders,~~SLB’s 2023 AGM, which will be held at ~~Johan van Walbeeckplein 11,~~the Curaçao Marriott Beach Resort, John F Kennedy Boulevard, 3, Piscadera Bay, Willemstad, Curaçao, on Wednesday, April ~~7, 2021~~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, ~~stockholders~~shareholders of record and beneficial owners as of the close of business on ~~the record date for the meeting,~~ February ~~17, 2021,~~8, 2023 must present a passport or other government-issued identification ~~bearing~~with a photograph and, for beneficial owners, proof of ownership as of ~~the record date,~~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.

~~Please note, that~~In addition, depending on the level of COVID-19 protocols in ~~light of the ongoing COVID-19 pandemic, there may be further restrictions on travel to, or otherwise in-person attendance~~effect at the ~~annual general meeting that may impact~~time, your ability to attend the ~~annual general meeting. Also,~~2023 AGM in ~~order to comply with COVID-19 social distancing guidelines, we~~person may be ~~required to limit the~~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 stockholders who may attend the meeting in person, and we will require compliance with any applicable governmental requirements or recommendations or facility requirements, such as requiring the use of face coveringsdays, and maintaining appropriate social distancing. Please review www.proxydocs.com/SLB for any updates prior to traveling.

~~The mailing date of this~~This proxy statement is first being made available to our shareholders on February ~~25, 2021. Business at~~23, 2023. The Chairperson of the meeting will ~~be conducted in accordance with~~determine the procedures ~~determined by the Chairman of~~for conducting the meeting and will ~~be limited~~limit the meeting to those matters properly brought ~~before the meeting~~ by or at the direction of our Board or properly presented by a ~~stockholder.~~shareholder.

Internet Availability of 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.~~shareholders. We are sending a Notice of Internet Availability of Proxy Materials (the ~~“Notice~~Notice of Internet ~~Availability”~~Availability) to our ~~stockholders~~shareholders with instructions on how to access the proxy materials online or request a printed copy of the materials. ~~Stockholders~~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 ~~stockholders~~shareholders to take advantage of the availability of the proxy materials online to help reduce the environmental impact of our ~~annual general meetings.~~AGMs. Our proxy materials are also available at https://investorcenter.slb.com,, as well as at www.proxydocs.com/SLB.

Record Date

Each ~~stockholder~~shareholder of record at the close of business on the record date, February ~~17, 2021,~~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 ~~stockholder’s~~shareholder’s name. A ~~stockholder~~shareholder of record is a person or entity who held shares on ~~that~~the record date registered in ~~its~~the shareholder’s name on the records of Computershare Trust Company, N.A. ~~(“Computershare”~~(Computershare), ~~Schlumberger’s~~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.

~~On the record date, February 17, 2021, there were 1,398,269,188 shares of Schlumberger common stock outstanding and entitled to vote.~~

Proxies

Shares cannot be voted at the meeting unless the owner of record is present in person or is represented by proxy. ~~Schlumberger~~SLB is incorporated in Curaçao and, ~~as required by~~in accordance with Curaçao law, meetings of ~~stockholders~~shareholders are held in Curaçao. Because many ~~stockholders~~shareholders cannot personally attend the meeting, it is necessary that a large number be represented by proxy.

Quorum

Holders of at least one-half of the outstanding shares ~~entitling the holders thereof~~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”~~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,~~shareholders, at which the quorum requirement will not apply.

Votes Required to Adopt Proposals

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.

Important Voting Information for Beneficial Owners

If your ~~Schlumberger~~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 ~~Schlumberger. Unless~~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 ~~broker is~~shares may not ~~permitted to vote your shares on your behalf, except on Item 3 and Item 4.~~be represented or voted at the meeting.

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,~~discretion, but are not permitted to vote on certain proposals and may elect not to vote on any of the ~~NYSE precludes brokers~~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 ~~exercising~~ voting ~~discretion~~ on ~~other proposals without specific instructions from~~a particular matter instead of voting for or against the ~~beneficial owner, as follows:~~

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, except that for purposes of satisfying NYSE rules, abstentions are counted in the denominator for determining the total votes cast on Item 5, Item 6 and Item 7.~~proposals.

How to Cast Your Vote

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

The internet and telephone voting facilities for ~~stockholders~~shareholders of record will close at 11:59 p.m. Eastern time on Tuesday, April ~~6, 2021.~~4, 2023. The internet and telephone voting procedures have been designed to authenticate ~~stockholders~~shareholders and to allow you to vote your SLB shares and to confirm that your instructions have been properly recorded.

~~A number of~~Many banks and brokerage firms participate in programs that also permit beneficial ~~stockholders~~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 ~~the~~any voting ~~form.~~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 ~~stockholder~~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.

Changing Your Vote or Revoking Your Proxy

If you are a ~~stockholder~~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)~~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.

Other Information

2024 Annual General Meeting

of Shareholders

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 ~~stockholder~~shareholder proposal to be considered for inclusion in the proxy statement for our ~~2022 annual general meeting of stockholders~~2024 AGM pursuant to Exchange Act Rule 14a-8, or for director nominations to be included pursuant to ~~the Company’s~~SLB’s proxy access bylaw provisions, such proposals or notice of nominations must be received by the Secretary of the Company, 5599 San Felipe, 17^thFloor, Houston, Texas 77056, no later than October ~~28, 2021,~~26, 2023, and, in the case of a proxy access nomination, no earlier than September ~~28, 2021.~~26, 2023.

For ~~stockholder~~shareholder proposals to be introduced for consideration at our ~~2022 annual general meeting of stockholders~~2024 AGM other than pursuant to Rule 14a-8 and for ~~stockholder~~shareholder candidates to be nominated for election as directors other than pursuant to our proxy access bylaw provisions, notice ~~generally (unless the date of our 2022 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 ~~2021 annual general meeting of stockholders.~~2023 AGM. Accordingly, any such notice must be received no earlier than November ~~8, 2021,~~7, 2023, and no later than December ~~8, 2021,~~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 ~~stockholder~~shareholder in person at the ~~2022 annual general meeting of stockholders~~2024 AGM if the ~~stockholder~~shareholder making the proposal ~~has~~fails 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 ~~given~~later than the close of business on the later of the 60^thday prior to the 2024 AGM or the 10^thday 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 8, 2021.~~the applicable advance notice requirements under our bylaws as described above.

Annual Report

~~Stockholders~~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, 17^thFloor, Houston, Texas 77056, or by calling (713) 375-3535.

Proxy Solicitation Costs

~~The Company~~SLB will pay the cost of furnishing proxy ~~material~~materials to all ~~stockholders~~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 ~~$20,300~~$17,050 plus reasonable expenses. ~~Directors,~~SLB directors, officers and employees ~~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.

As of the date of this proxy statement, we know of no other business that will be presented at the meeting other than the matters described in this proxy statement. If any additional matters 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.

Appendix A

Non-GAAP Financial Measures

~~Our 2021~~This proxy statement includes non-GAAP financial ~~measures. Free~~measures, including free cash flow, free cash flow ~~generation,~~margin, adjusted EBITDA, adjusted EBITDA margin, earnings per share, excluding charges and credits, net income, excluding charges and credits, ~~are non-GAAP financial measures. These~~and net debt. Certain of these measures are used by management as performance metrics when determining ~~certain~~ incentive ~~compensation.~~

~~The following~~compensation 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.

Free cash flow represents cash flow from operations less capital expenditures, ~~APS~~Asset Performance Solutions investments and ~~multiclient seismic~~exploration 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’s~~SLB’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.

Adjusted EBITDA represents income ~~(loss)~~ 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 ~~Schlumberger~~SLB and that it allows investors and management to more efficiently evaluate ~~Schlumberger’s~~SLB’s operations period over period and to identify operating trends that could otherwise be masked. Adjusted EBITDA is ~~also used by management as~~ a ~~performance~~non-GAAP financial measure ~~in determining certain incentive compensation. Adjusted EBITDA~~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.

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.

~~[As proposed to be amended April 7, 2021. Deletions are marked as stricken text and additions are marked with a double underline]~~

(As~~Amendedamended~~ ~~and~~~~Restatedrestated effective~~~~as of July 19, 2017January 21, 2021~~)

~~“Restricted Stock” means any Common Stock that is restricted or subject to forfeiture provisions.~~This page intentionally left blank

“Restricted Stock Unit” means a unit evidencing the right to receive one share of Common Stock or equivalent value (as determined by the Committee) that is restricted or subject to forfeiture provisions.

“Restriction Period” means a period of time beginning as of the date upon which an Award of Restricted Stock or Restricted Stock Units is made pursuant to this Plan and ending as of the date upon which the Common Stock subject to such Award is issued (if not previously issued) no longer restricted or subject to forfeiture provisions.

~~“Section 162(m)” means Section 162(m) of the Code and any Treasury Regulations and guidance promulgated thereunder.~~

~~“Section 409A” means Section 409A of the Code and any Treasury Regulations and guidance promulgated thereunder.~~

“Stock Appreciation Right” or “SAR” means a right to receive a payment, in cash or Common Stock, equal to the excess of the Fair Market Value or other specified valuation of a specified number of shares of Common Stock on the date the right is exercised over a specified strike price, in each case, as determined by the Committee.

“Stock Award” means an award in the form of shares of Common Stock or units denominated in shares of Common Stock, including Restricted Stock or Restricted Stock Units, and which may be structured in the form of a Performance Award. For the avoidance of doubt, a Stock Award does not include an Option or SAR.

“Subsidiary” means (i) in the case of a corporation, a “subsidiary corporation” of the Company as defined in Section 424(f) of the Code and (ii) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns 50% or more of the voting, capital or profits interests (whether in the form of partnership interests, membership interests or otherwise).

Consistent with the requirements specified above in this paragraph 4, the Committee may from time to time adopt and observe such procedures concerning the counting of shares against this Plan maximum as it may deem appropriate, including rules more restrictive than those set forth above to the extent necessary to satisfy the requirements of any national securities exchange on which the Common Stock is listed or any applicable regulatory requirement. The Committee and the appropriate officers of the Company~~shall beare~~ authorized to, from time to time, take all such actions as any of them may determine are necessary or appropriate to file any documents with governmental authorities, stock exchanges and transaction reporting systems as may be required to ensure that shares of Common Stock are available for issuance pursuant to Awards.

The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent the Committee deems necessary or desirable to further Plan purposes or so as to avoid unanticipated consequences or address unanticipated events (including any temporary closure of a stock exchange on which the Common Stock is traded, disruption of communications or natural catastrophe) deemed by the Committee to be inconsistent with the purposes of the Plan or any Award Agreement, provided that no such action~~shallwill~~ ~~be taken absent stockholder approval to the extent required under Section 11. Any decision of the Committee in the interpretation and administration of this Plan~~~~shallwill~~ ~~lie within its sole discretion and~~~~shallwill~~ ~~be final, conclusive and binding on all parties concerned. All decisions and selections made by the Committee pursuant to the provisions of the Plan~~~~shallwill~~ ~~be made by a majority of its members unless subject to the Committee’s delegation of authority pursuant to paragraph 6 herein.~~

Unless otherwise stated, such a Performance Goal need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo, performance relative to a peer group determined by the Committee or limiting economic losses (measured, in each case, by reference to specific business criteria). In interpreting Plan provisions applicable to Performance Goals and qualified Performance Awards, it is the intent of this Plan to conform with Section 162(m), including, without limitation, Treasury Regulation §1.162-27(e)(2)(i), as to grants pursuant to this subsection and the Committee in establishing such goals and interpreting the Plan shall be guided by such provisions. Prior to the payment of any compensation based on the achievement of Performance Goals applicable to qualified Performance Awards, the Committee must certify in writing that applicable Performance Goals and any of the material terms thereof were, in fact, satisfied. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any qualified Performance Awards made pursuant to this Plan shall be determined by the Committee to the extent permitted by Section 162(m).

~~[As proposed to be amended April 7, 2021. Deletions are marked as stricken text and additions are marked with a double underline]~~

The Schlumberger Discounted Stock Purchase Plan (the “Plan”) is designed to encourage and assist all employees of Schlumberger Limited, a Curaçao corporation, and its Subsidiaries (as defined in Section 4 hereof, and together with Schlumberger Limited, the “Company”), where permitted by applicable laws and regulations, to acquire an equity interest in Schlumberger Limited through the purchase of shares of common stock, par value $0.01 per share, of Schlumberger Limited (the “Common Stock”). It is intended that the Plan constitute an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).

The Plan shall be administered by a Stock Purchase Plan Committee (the “Committee”) appointed by the Board of Directors of Schlumberger Limited (the “Board”), which consists of at least three (3) persons. The Committee shall supervise the administration and enforcement of the Plan according to its terms and provisions, and will have all powers necessary to accomplish these purposes and discharge its duties hereunder including, but not by way of limitation, the power to (a) employ and compensate agents of the Committee for the purpose of administering the accounts of participating employees; (b) construe or interpret the Plan; (c) determine all questions of eligibility; (d) compute the amount and determine the manner and time of payment of all benefits according to the Plan hereunder; and (e) amend the Plan as necessary to comply with the Code or make any other changes to the Plan that do not result in any (i) significant increase in the cost of maintaining the Plan or (ii) significant reduction in the overall benefits provided to employees under the Plan.

The Committee shall act by unanimous decision of its members at a regular or special meeting of the Committee, or by unanimous decision reduced to writing and signed by all members of the Committee without holding a formal meeting. Vacancies in the membership of the Committee arising from death, resignation or other inability to serve shall be filled by appointment of the Board.

The Common Stock subject to issuance under the terms of the Plan will be shares of Schlumberger Limited’s authorized but unissued shares or previously issued shares reacquired and held by Schlumberger Limited. Except as provided in Section 20 hereof, effective from and after January~~19, 201721, 2021, the aggregate number of shares of Common Stock that may be issued under, and that is authorized by, this Plan shall not exceed~~~~25,222,64124,059,600, being equal to the sum of (a) the~~~~7,222,6414,059,600~~ ~~shares of Common Stock available for issuance under the Plan on January 1,~~~~20172021~~ ~~after the issuance of any such shares of Common Stock attributable to the Purchase Period~~~~endingended~~ ~~December 31,~~~~20162020, and (b) the~~~~18,000,00020,000,000~~ ~~shares of Common Stock authorized as of January~~~~19, 201721, 2021. All shares of Common Stock purchased under the Plan, regardless of source, will be counted against this share limitation.~~

~~Each “Employee” (as defined below in this Section 4), except as described in the next paragraph, will become eligible to participate in the Plan in accordance with Section~~0000087347 5 ~~hereof on the first “Enrollment Date” (as defined in Section 5 hereof) coincident with or next following employment with the Company. Participation in the Plan is voluntary.~~

~~Each eligible Employee as of~~~~July 1, 2018January 1, 2021~~ ~~(the “Restatement Date” herein) who is already enrolled in the Plan may enroll in the Plan as of~~~~January 1, 2019July 1, 2021~~. Each other eligible Employee who thereafter becomes eligible to participate may enroll in the Plan on the first July 1 or January 1 following the date he or she first meets the eligibility requirements of Section 4 hereof. Any eligible Employee not enrolling in the Plan when first eligible may enroll in the Plan on the first day of July or January of any subsequent calendar year. Any eligible Employee may enroll or re-enroll in the Plan on the dates hereinabove prescribed, or such other specific dates established by the Committee from time to time (“Enrollment Dates”).

In order to enroll, an eligible Employee must complete an enrollment application through the process designated by the Company, unless applicable law requires a paper enrollment form, in which case the form should be signed and submitted to the Stock Department.

Payment for shares of Common Stock is to be made as of the applicable “Purchase Date” (as defined in Section 9 hereof) through payroll deductions (with no right of prepayment) over the Plan’s designated purchase period (the “Purchase Period”), with the first such deduction commencing with the payroll period ending after the Enrollment Date. Each Purchase Period under the Plan shall be a period of six (6) calendar months beginning on July 1 and ending on December 31 of the same calendar year, and beginning on January 1 and ending on June 30 of the same calendar year, or such other period as the Committee may prescribe. Each participating Employee (hereinafter referred to as a “Participant”) will be deemed, by virtue of enrolling in the Plan during a Purchase Period, to authorize such deductions from his or her pay for each month during such Purchase Period, and such amounts will be deducted in conformity with his or her employer’s payroll deduction schedule.

Each Participant may elect to make contributions each pay period in amounts not less than one percent (1%) and not more than ten percent (10%), or such other percentages as the Committee may establish from time to time before an Enrollment Date for all purchases to occur during the relevant Purchase Period, of his or her base earnings or salary, geographical coefficient, overtime pay, shift premiums and commissions from the Company (excluding long-term disability or workers compensation payments and similar amounts, but including elective qualified contributions by the Participant to employee benefit plans maintained by the Company) during such pay period. The rate of contribution shall be designated by the Participant in the enrollment process. Bonuses will be included in determining the amount of the Participant’s contribution.

A Participant may elect to increase or decrease the rate of contribution effective as of the next pay period or the first day of any calendar month by using the process as determined by the Company from time to time. A Participant may suspend payroll deductions at any time during the Purchase Period, by using the process as determined by the Company from time to time. In such case, the Participant’s account will continue to accrue interest determined in accordance with Section 7 hereof, if applicable, and will be used to purchase stock at the end of the Purchase Period. A Participant may also elect to withdraw contributions at any time by using the process as determined by the Company from time to time. Any Participant who withdraws his or her contributions will receive his or her entire account balance, including interest, if any, plus the number of shares of Common Stock held by the Participant under the Plan as soon as administratively feasible. Any Participant who suspends payroll deductions or withdraws contributions during any Purchase Period cannot resume payroll deductions during such Purchase Period, and must re-enroll in the Plan in order to participate in the next Purchase Period.

No more than the maximum contribution permitted any Participant under Section 9 hereof can be accumulated over the Purchase Period, including interest, if applicable. Except in case of cancellation of election to purchase, death, resignation or other terminating event, the amount in a Participant’s account at the end of the Purchase Period will be applied to the purchase of shares of Common Stock.

Contributions will be credited to a Participant’s account as soon as administratively feasible after payroll withholding. Unless otherwise prohibited by laws or regulations, the Committee may determine in its discretion that Participant contributions will receive interest at a rate realized for the investment vehicle or vehicles designated by the Committee for purposes of the Plan. Interest may, in the Committee’s discretion, be credited to a Participant’s account, if the Participant remains in the Plan at the end of the Purchase Period. Any such contributions and interest will be deposited in or held by a bank or financial institution designated by the Committee for this purpose (any such bank or financial institution so designated by the Committee for this or any other purpose hereunder, a “Custodian”).

Enrollment in the Plan by an Employee on an Enrollment Date will constitute the grant by the Company to the Participant of the right to purchase shares of Common Stock under the Plan. Re-enrollment by a Participant in the Plan (but not merely an increase or decrease in the rate of contributions) will constitute a grant by the Company to the Participant of a new opportunity to purchase shares of Common Stock on the Enrollment Date on which such re-enrollment occurs. A Participant who has not terminated employment and has not withdrawn his or her contributions from the Plan will have shares of Common Stock purchased for him or her on the applicable Purchase Date, and he or she will automatically be re-enrolled in the Plan on the Enrollment Date immediately following the Purchase Date on which such purchase has occurred, unless such participant cancels his participation through the process as determined by the Company from time to time confirming that he or she elects not to re-enroll. A Participant who has suspended payroll deductions or withdrawn contributions during any Purchase Period must re-enroll to participate in the Plan in the next Purchase Period.

~~Each right to purchase shares of Common Stock under the Plan during a Purchase Period will have the following terms:~~

The right of a Participant to purchase shares of Common Stock granted by the Company under the Plan is for the term of a Purchase Period. The fair market value of the Common Stuck to be purchased during such Purchase Period will be determined by averaging the highest and lowest composite sale prices per share of the Common Stock on the New York Stock Exchange (“Fair Market Value”) on the first trading day of each Purchase Period or such other trading date designated by the Committee (the “Grant Date”). The Fair Market Value of the Common Stock will again be determined in the same manner on the last trading day of the Purchase Period or such other trading date designated by the Committee (the “Purchase Date”). These dates constitute the date of grant and the date of exercise for valuation purposes of Section 423 of the Code.

As of the Purchase Date, the Committee shall apply the funds then credited to each Participant’s account to the purchase of whole shares of Common Stock. The cost to the Participant for the shares of Common Stock purchased during a Purchase Period will be 92.5% of the lower of:

The Company shall, as soon as administratively feasible after the Purchase Date, deliver to the Custodian book entries or entries into each Participant’s account evidencing shares of Common Stock purchased, but Participants shall be treated as the record owners of their purchased shares of Common Stock effective as of the Purchase Date. Shares of Common Stock that are held by the Custodian shall be held in book entry form. Any cash equal to less than the price of a whole share of Common Stock shall be credited to a Participant’s account on the Purchase Date and carried forward in his or her account for application during the next Purchase Period. Any Participant who purchases stock at the end of a Purchase Period and is not re-enrolled in the Plan for the next Purchase Period will receive the number of shares of Common Stock held in his or her account as of the most recent Purchase Date and any cash or interest, if any, remaining in his or her account. Any Participant who terminates employment or withdraws his or her contributions from the Plan prior to the next Purchase Date, will receive the number of shares of Common Stock held in his or her account and a cash refund attributable to amounts equal to less than the price of a whole share of Common Stock, and any accumulated contributions and interest determined in accordance with Section 7 hereof, if any. If for any reason a Participant’s allocations to the Plan exceed $11,562.50 during a

Purchase Period or if the purchase of shares of Common Stock with such allocations would exceed the Maximum Share Limitation, such excess amounts shall be refunded to the Participant as soon as administratively feasible after such excess has been determined to exist.

If as of any Purchase Date the shares of Common Stock authorized for purchase under the Plan are exceeded, enrollments shall be reduced proportionately to eliminate the excess. The Company shall refund to Participants, as soon as administratively feasible, any funds that cannot be applied to the purchase of shares of Common Stock due to excess enrollment, including interest, if any, determined in accordance with Section 7 hereof. The Committee in its discretion may also provide that amounts representing a fractional share of Common Stock that were withheld but not applied toward the purchase of shares of Common Stock in a Purchase Period may be carried over to the next Purchase Period under this Plan or any successor plan according to the regulations as set forth under Section 423 of the Code.

A Participant may elect to withdraw shares of Common Stock held in his or her account at any time (without withdrawing from the Plan) by making an election using a process designated by the Company. Upon receipt of such election, the Custodian will arrange for the issuance and delivery of all shares of Common Stock held in the Participant’s account as soon as administratively feasible.

The right to participate in the Plan terminates immediately when a Participant ceases to be employed by the Company for any reason whatsoever (including death, unpaid disability or when the Participant’s employer ceases to be a Subsidiary) or the Participant otherwise becomes ineligible to participate in the Plan. Participation also terminates immediately when the Participant voluntarily withdraws his or her contributions from the Plan. Participation terminates immediately after the Purchase Date if the Participant is not re-enrolled in the Plan for the next Purchase Period or if the Participant has suspended payroll deductions during any Purchase Period and has not re-enrolled in the Plan for the next Purchase Period. Following termination of participation, the Participant may request that the Committee cause to be paid to the Participant or his or her beneficiary or legal representative all amounts credited to his or her account, including interest, if applicable, determined in accordance with Section 7 hereof, and cause an electronic transmission for the number of shares of Common Stock held in his or her account to be delivered to the Participant or to his or her beneficiary or legal representative.

Unless a Participant has voluntarily withdrawn his or her contributions from the Plan, shares of Common Stock will be purchased for his or her account on the Purchase Date next following commencement of an unpaid leave of absence by such Participant, provided such leave does not constitute a termination of employment. The number of shares of Common Stock to be purchased will be determined by applying to the purchase the amount of the Participant’s contributions made up to the commencement of such unpaid leave of absence plus interest on such contributions, if applicable, determined in accordance with Section 7 hereof. Participation in the Plan will terminate immediately after the purchase of shares of Common Stock on such Purchase Date, unless the Participant has resumed eligible employment prior to the Purchase Date, in which case the Participant may resume payroll deductions immediately.

Each Participant may designate one or more beneficiaries in the event of death and may, in his or her sole discretion, change such designation at any time. Any such designation shall be effective upon receipt by the Company and shall control over any disposition by will or otherwise.

As soon as administratively feasible after the death of a Participant, amounts credited to his or her account, including interest, if applicable, determined in accordance with Section 7 hereof, shall be paid in cash by the Company, and an electronic transmission for any shares of Common Stock shall be delivered to the Participant’s designated beneficiaries or, in the absence of such designation, to the executor, administrator or other legal representative of the Participant’s estate. Such payment shall relieve the Company of further liability to the deceased Participant with respect to the Plan. If more than one beneficiary is designated, each beneficiary shall receive an equal portion of the account, unless the Participant has given express contrary instructions.

The rights of a Participant under the Plan will not be assignable or otherwise transferable by the Participant except by will or the laws of descent and distribution. No purported assignment or transfer of such rights of a Participant under the Plan, whether voluntary or involuntary, by operation of law or otherwise, will vest in the purported assignee or transferee any interest or right therein whatsoever but immediately upon such assignment or transfer, or any attempt to make the same, such rights shall terminate and become of no further effect. If this provision is violated, the Participant’s election to purchase Common Stock shall terminate and the only obligation of the Company remaining under the Plan will be to pay to the person entitled thereto the amount then credited to the Participant’s account.

No Participant may create a lien on any funds, securities, rights or other property held for the account of the Participant under the Plan, except to the extent that there has been a designation of beneficiaries in accordance with the Plan, and except to the extent permitted by will or the laws of descent and distribution if beneficiaries have not been designated. A Participant’s right to purchase shares of Common Stock under the Plan shall be exercisable only during the Participant’s lifetime and only by him or her.

Participants who are paid in foreign currency and who contribute foreign currency to the Plan through payroll deductions, will have such contributions converted to U.S. dollars on a monthly basis. The exchange rate for such conversion will be the rate quoted by a major financial institution selected by the Committee in its sole discretion. If the exchange rate for certain countries cannot be quoted in this manner, the conversion rate shall be determined as prescribed by the Committee. In no event will any procedure implemented for dealing with exchange rate fluctuations that may occur during the Purchase Period result in a purchase price below the price determined pursuant to Section 9 hereof.

All costs and expenses incurred in administering this Plan shall be paid by the Company. Any brokerage fees for the sale of shares of Common Stock purchased under the Plan shall be paid by each Participant.

Annually, the Company shall provide or cause to be provided to each Participant a report of his or her contributions and the shares of Common Stock purchased with such contributions by that Participant on each Purchase Date.

All eligible Employees will have equal rights and privileges with respect to the Plan so that the Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any successor provision of the Code and related regulations. Any provision of the Plan that is inconsistent with Section 423 or any successor provision of the Code will, without further act or amendment by the Company, be reformed to comply with the requirements of Section 423. This Section 18 supersedes all other provisions in the Plan.

A Participant will have no rights as a stockholder under any election to purchase Common Stock until he or she becomes a stockholder of Schlumberger Limited as herein provided. A Participant will become a stockholder with respect to shares of Common Stock for which payment has been completed as provided in Section 9 hereof at the close of business on the last business day of the Purchase Period.

Except as provided in Section 20 hereof, the Board may amend or terminate the Plan at any time; provided, however, that the Committee has the authority to amend the Plan as provided in Section 2 hereof. No amendment will be effective unless, within one year after it is adopted by the Board or effected by the Committee pursuant to Section 2 hereof, it is approved by the holders of a majority of the shares of outstanding Common Stock at a meeting of its stockholders if such amendment would cause the rights granted under the Plan to purchase shares of Common Stock to fail to meet the requirements of Section 423 of the Code (or any successor provision).

In the event the Plan is terminated, the Committee may elect to terminate all outstanding rights to purchase shares of Common Stock under the Plan either immediately or upon completion of the purchase of shares of Common Stock on the next Purchase Date, unless the Committee has designated that the right to make all such purchases shall expire on some other designated date occurring prior to the next Purchase Date. If the rights to purchase shares of Common Stock under the Plan are terminated prior to expiration, all funds contributed to the Plan that have not been used to purchase shares of Common Stock shall be returned to the Participants as soon as administratively feasible, including interest, if applicable, determined in accordance with Section 7 hereof.

~~The Plan was originally approved by the Board on January 28, 1988, and was amended and restated by the Board on January 21, 1992,~~ ~~January 21, 1998,~~ ~~January 21, 2010~~~~and, January 17, 2013, January 19, 2017 and April 18, 2018~~. The Plan was approved by the holders of a majority of the shares of outstanding Common Stock on April 15, 1992. The January 21, 2010 amendment and restatement of the Plan was similarly approved on April 7, 2010; the January 1, 2013 amendment and restatement of the Plan was similarly approved on April 10, 2013; and the January 19, 2017 amendment and restatement of the Plan was similarly approved on April 5, 2017. This amendment and restatement, which was approved by the Board on~~April 18, 2018January 21, 2021, shall become effective as of~~~~July 1, 2018~~January 1, 2021; provided, however, that the changes contained in Section 3 herein related to the increase in the number of shares which may be issued under the Plan will not be effective unless approved by the holders of a majority of the votes cast at a meeting within the 12-month period ending January 21, 2022 (12 months after the date such increase in the number of shares which may be issued under the Plan is approved by the Board).

~~ThisThe~~ Plan and any offering or sale made to Employees under it are subject to any governmental approvals or consents that may be or become applicable in connection therewith. Subject to the provisions of Section 21 hereof, the Board or the Committee may make such changes in the Plan and include such terms in any offering under the Plan as may be desirable to comply with the rules or regulations of any governmental authority.

The agreements to purchase shares of Common Stock under the Plan will contain such other provisions as the Committee and the Board deem advisable, provided, that no such provision shall in any way be in conflict with the terms of the Plan.

~~[As proposed to be amended April 7, 2021. Deletions are marked as stricken text and additions are marked with a double underline]~~

~~Schlumberger Limited 2004 Stock and Deferral Plan for Non-Employee Directors~~

“Annual Director Award Date” means the last day of the calendar month in which occurs the first Board meeting following the regular annual general meeting of the stockholders of the Company, or, if the last day of the calendar month is not a business day, then the next business day, or such other date as may be selected by the Committee from time to time.

~~“Board of Directors” or “Board” means the Board of Directors of the Company.~~

“Cash Compensation” means the total cash compensation that is paid to Eligible Directors for services rendered, including any annual retainer fees and any annual fees related to committee membership or services as a committee chair.

~~“Committee” means such committee as is designated by the Board from time to time to administer the Plan in accordance with Article II, or if no such committee is designated, the Board.~~

~~“Common Stock” means the common stock, par value $~~0~~.01 per share, of the Company.~~

~~“Determination Date” means the date on which delivery of a Participant’s deferred Stock Awards or Cash Compensation is made or commences, as determined in accordance with Section 5.1.~~

~~“Eligible Director” means each Director who is not an employee of the Company or of any of its subsidiaries.~~

“Fair Market Value” means, as of any date, the value of the Common Stock as determined by computing the average of the high and low composite sales prices per share of Common Stock, as reported on the consolidated transaction reporting system for the New York Stock Exchange for that date, or, if there were no reported prices for that date, the average of the reported high and low prices on the last preceding date on which composite sales were effected on the New York Stock Exchange.

“Money Market Equivalents” means a phantom investment benchmark that is used to measure the return credited to a Participant’s Deferred Compensation Account. To the extent Money Market Equivalents are elected, interest equivalents will be credited to the Participant’s Deferred Compensation Account as of the last day of each calendar month based upon the average daily balance in the account for the month and the IMONEY NET First Tier Institutional Index benchmark return for the month as determined from Northern Trust or a similar or equivalent index of money fund assets to be determined by the Committee to be in effect from time to time.

~~“Participant” means an Eligible Director who is granted Stock Awards pursuant to Article III.~~

~~“Stock Award” means an award of shares of Common Stock, restricted Common Stock or restricted Stock Units pursuant to Article III.~~

~~“Stock Unit” means a unit that represents the right to receive one share of Common Stock under such terms and conditions as may be prescribed by the Committee and the Plan.~~

“S&P 500 Equivalents” means a phantom investment benchmark that is used to measure the return credited to a Participant’s Deferred Compensation Account. To the extent S&P 500 Equivalents are elected, the earnings (or loss) equivalents will be credited (or debited) to a Participant’s Deferred Compensation Account as of the last day of each calendar month based upon the balance in the account as of the last day of the month and the returns realized by the Standard & Poor’s 500 Index for the month.

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Items of Business

1.	Election of ~~the eight~~11 director ~~nominees named in this proxy statement.~~nominees.
2.	~~Approval~~Advisory vote on the frequency of anfuture advisory ~~resolution regarding our~~votes on executive compensation.
3.	~~Report on the course of business during the year ended December 31, 2020;~~Advisory “say-on-pay” approval of our ~~consolidated balance sheet as at December 31, 2020; our consolidated statement~~executive compensation.
4.	Approval of ~~income~~certain annual financial statements for the year ended December 31, ~~2020; and our Board of Directors’ declarations of dividends in 2020, as reflected in our 2020 Annual Report to Stockholders.~~2022.
4.5.	Ratification of the appointment of ~~PricewaterhouseCoopers LLP as~~ our independent ~~auditors for 2021.~~auditor, PricewaterhouseCoopers LLP.
5.	~~Approval of an amendment and restatement of the 2017 Schlumberger Omnibus Stock Incentive Plan.~~
6.Such other matters as may properly be brought before the meeting.		~~Approval of an amendment and restatement of the Schlumberger Discounted Stock Purchase Plan.~~
7.		~~Approval of an amendment and restatement~~
By order of the ~~2004 Stock and Deferral Plan for Non-Employee Directors.~~


~~Alexander C. Juden~~ ~~Secretary~~
	Dianne B. Ralston
	Chief Legal Officer and Secretary
	February 23, 2023

Proxy Executive Summary	4
Voting at the 2023 Annual General Meeting	4
Our Director Nominees	5
Governance Highlights	5
We Are SLB	6
Leader in Global Diversity	7
Spotlight on: 2022 Investor Day	8
2022 Executive Compensation Highlights	8
Forward-Looking Statements	9

ITEM 1. Election of Directors	10
8Director Qualifications and Diversity	10
Our Director Nominees	12

Corporate Governance	18
13Proactive Shareholder Engagement	18
Independent Chairman of the Board	18
Board ~~Leadership Structure~~Oversight of Risk Management	1319
~~The Board’s Role in Risk~~Board Oversight of Sustainability	1420
~~Our Commitment to Sustainability~~Board Refreshment Processes	1520
~~Stockholder Engagement~~Board and Committee Evaluations	1622
Director Orientation and Education	22
Board Committees	23
Board Attendance	23
Code of Conduct	23
Corporate Governance Guidelines	24
Director Independence	1624
~~Board Refreshment~~Certain Relationships and Related Person Transactions	1724
~~Identifying Candidates for Director Nominations~~	17
~~Board Responsibilities, Committees and Attendance~~	19
~~Other Key Governance Policies and Practices~~	22
~~Communication~~Communicating with Our Board	2224

Director Compensation ~~in Fiscal Year 2020~~	2325

Stock Ownership Information	2527

ITEM 2. Advisory ~~Resolution to Approve Our~~Vote on the Frequency of Future Advisory Votes on Executive Compensation	2729

ITEM 3. Advisory Approval of Our Executive Compensation	30
Compensation Committee Report	30

Compensation Discussion and Analysis	2831
~~2020 —~~ Executive Overview	2832
Overview of Compensation Decisions for ~~2020~~2022	29
~~Changes to Our 2021 Long-Term Incentive Program~~	3033
Framework for Setting 2022 Executive Compensation ~~in 2020~~	3134
Elements of 2022 Total Direct ~~Compensation; 2020 Decisions~~Compensation	3336
Other Aspects of Our Executive Compensation ~~Framework~~Program	4445
Executive ~~Stock Ownership Guidelines~~Compensation Governance	50
~~Other Executive Benefits and Policies~~	50
~~Compensation Committee Report~~	5147

Executive Compensation Tables ~~and Accompanying Narrative~~	5250
~~2020~~ Summary Compensation Table	5250
Grants of Plan-Based Awards ~~for Fiscal Year 2020~~in 2022	5451
Outstanding Equity Awards at ~~Fiscal~~ Year-End ~~2020~~2022	5552
Option Exercises and Stock Vested ~~for Fiscal Year 2020~~in 2022	5754
Pension Benefits ~~for Fiscal Year 2020~~	5854
Nonqualified Deferred Compensation ~~for Fiscal Year 2020~~	60
~~Pay Ratio of CEO to Median Employee~~	6256
Potential Payments Upon Termination or Change in Control ~~for Fiscal Year 2020~~	6357

~~ITEM 3. Approval of Financial Statements and Dividends~~	66

~~ITEM 4. Ratification of Appointment of Independent Auditors for 2021~~	67

~~Audit Committee Report~~	68

~~ITEM 5. Approval of the Amendment and Restatement of the 2017 Schlumberger Omnibus Stock Incentive Plan~~	69
Equity Compensation Plan Information	7659
CEO Pay Ratio	60

~~ITEM 6. Approval of the Amendment and Restatement of the Schlumberger Discounted Stock Purchase Plan~~Pay vs. Performance Comparison	7761

ITEM 7.4. Approval of ~~the Amendment~~Financial Statements and ~~Restatement of the 2004 Stock and Deferral Plan for Non-Employee Directors~~Dividends	8164

~~General Information~~ITEM 5. Ratification of Appointment of Independent Auditors for 2023	65
85Audit Committee Report	66

~~Other~~Meeting Information	8767

~~Appendix A~~Other Information	~~A-1~~69

Appendix BA	~~B-1~~A-1

~~Appendix C~~	~~C-1~~

~~Appendix D~~	~~D-1~~

		By Internet www.proxypush.com/SLB		By Telephone (866) 240-5191

		By Mail Sign, date, and mail your proxy card

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		~~BY TELEPHONE~~ ~~(866) 240-5191~~

		~~BY MAIL~~ ~~Sign, date, and mail your proxy card~~

Meeting Date:	Wednesday, April 5, 2023
Place:	Curaçao Marriott Beach Resort John F Kennedy Boulevard, 3, Piscadera Bay Willemstad, Curaçao
Time:	10:00 a.m. Curaçao time
Record Date:	February 8, 2023

		~~BY INTERNET~~ By Internet www.proxypush.com/SLB

By Telephone (866) 240-5191		~~BY TELEPHONE~~ ~~(866) 240-5191~~

		~~BY MAIL~~ By Mail Sign, date, and mail your proxy card

Item		Our Board’s Recommendation	Page Reference (for more detail)
1	Election of the eight director nominees named in this proxy statement.	FOR each nominee	8
2	Approval of an advisory resolution regarding our executive compensation.	FOR	27
3	Approval of our consolidated balance sheet as at December 31, 2020, our consolidated statement of income for the year ended December 31, 2020, and the declarations of dividends by our Board in 2020.	FOR	66
4	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for 2021.	FOR	67
5	Approval of an amendment and restatement of the 2017 Schlumberger Omnibus Stock Incentive Plan.	FOR	69
6	Approval of an amendment and restatement of the Schlumberger Discounted Stock Purchase Plan.	FOR	77
7	Approval of an amendment and restatement of the 2004 Stock and Deferral Plan for Non-Employee Directors.	FOR	81

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


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


~~Patrick de La Chevardière~~ Samuel Leupold Former ~~Chief Financial Officer~~ ~~Total S.A.~~ ~~Director since 2019~~ ~~Age: 63~~ ~~Committees: Audit, Finance~~ *~~INDEPENDENT~~*		~~Miguel M. Galuccio~~ ~~Chairman and CEO~~ ~~Vista Oil & Gas~~ ~~Director since 2017~~ ~~Age: 52~~ ~~Committees: Finance,~~ ~~Science and Technology~~ *~~NON-EXECUTIVE~~*		~~Olivier Le Peuch~~ Chief Executive Officer ~~Schlumberger Limited~~ ~~Director since 2019~~ ~~Age: 57~~ ~~Committees: None~~ *~~EXECUTIVE~~* Ørsted Wind Power A/S	Tatiana Mitrova Research Fellow SIPA Center on Global Energy Policy Columbia University	~~Tatiana A. Mitrova~~ Maria Moræus Hanssen Former Deputy CEO and COO Wintershall Dea GmbH	Vanitha Narayanan Former Chairman and Managing Director ~~of the Energy Centre~~ ~~Moscow School of Management~~ ~~SKOLKOVO~~ ~~Director since 2018~~ ~~Age: 46~~ ~~Committees: Audit, Finance~~ *~~INDEPENDENT~~* IBM India




~~Maria Moræus Hanssen~~ ~~Former Deputy CEO & COO~~ ~~Wintershall Dea GmbH~~ ~~Director since 2020~~ ~~Age: 56~~ ~~Committees: Compensation,~~ ~~Nominating and Governance~~ *~~INDEPENDENT~~*		Mark G. Papa Former Chairman and CEO Centennial Resource Development ~~Director since 2018~~ ~~Age: 74~~ ~~Committees: Compensation, Science~~ ~~and Technology~~ *~~INDEPENDENT BOARD CHAIR~~*		~~Henri Seydoux~~ ~~Chairman and CEO~~ ~~Parrot S.A.~~ ~~Director since 2009~~ ~~Age: 60~~ ~~Committees: Nominating and~~ ~~Governance, Science and~~ ~~Technology, Compensation~~ ~~INDEPENDENT~~Jeff Sheets		~~Jeff. W. Sheets~~ Former EVP and CFO ConocoPhillips ~~Director since 2019~~ ~~Age: 63~~ ~~Committees: Audit, Compensation~~	~~INDEPENDENT~~Ulrich Spiesshofer Former President and CEO ABB Ltd.


Grew revenue 23% year on year	Grew GAAP earnings 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
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 with1.4x net debt to adjusted EBITDA ratio—lowest level since 2016


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 ~~2020 by restoring fourth-quarter~~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 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.

(1)	For definitions of adjusted EBITDA, ~~margins to pre-COVID levels, despite a 33% decline in our revenue year-on-year. We also generated strong~~adjusted EBITDA margin, free cash flow, ~~in 2020, despite severe industry headwinds.~~		~~In line with our focus on capital stewardship, we high-graded our portfolio by exiting certain commoditized businesses. In North America, we contributed our OneStim~~^®~~pressure pumping business~~free cash flow margin, EPS excluding charges and credits, and net debt, as well as reconciliations of these non-GAAP measures to ~~Liberty Oilfield Services Inc., in exchange for a 37% equity interest in Liberty, and we divested our North America low-flow artificial lift business.~~their most comparable GAAP measures, see Appendix A.
~~We accelerated the most comprehensive corporate restructuring in our history, with our new structure organized on the basis~~*	Mark of divisions, which are aligned with our customers’ workflows, and key basins. By the end of 2020, we had realized more than 90% of the benefits of our structural cost-reduction program, which will permanently remove more than $1.5 billion of annual fixed cash costs.		We formed Schlumberger New Energy, our portfolio of business and technology ventures dedicated to exploring new opportunities in low-carbon or carbon-neutral energy technologies. New Energy activities include ventures in the domains of hydrogen, lithium, carbon capture and sequestration, geothermal power and geoenergy for heating and cooling buildings.SLB

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 ~~by raising~~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 ~~for~~under our ~~return on capital employed (“ROCE”) PSUs.~~
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.
	•	We did not increase the 2020 target LTI grant values for any of our named executive officers, other than in the case of Stephane Biguet, who was promoted to the role of EVP and CFO. In addition, Olivier Le Peuch, our Our CEO did not receive an LTI award in ~~2020. The Board granted him PSUs with a target value~~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 ~~$10.5 million in August 2019 in connection with his promotion~~the comparator group, (ii) SLB’s absolute 2022 ROCE of 13%, and (iii) SLB’s cumulative FCF conversion rate of 192% from 2020 to ~~CEO and in lieu of his estimated~~2021—which far exceeded the maximum performance goal for the 2020 ~~target LTI award.~~ FCF conversion PSUs. • As a result, our NEOs, other than our CEO, earned 250% of the ~~Board determined that Mr. Le Peuch should not receive an LTI award in 2020.~~target shares of SLB stock under the 2020 PSUs.


	•
	•	~~Our~~ CEO and ~~CFO’s 2020 target direct~~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 ~~places them at approximately~~was below the 50^th~~percentile among CEOs~~median of our general industry peer group, the Compensation Committee recommended, and ~~CFOs, respectively, in our main peer groups.~~

	•	~~Despite~~ the ~~unprecedented global economic and industry downturn, and due~~independent members of the Board approved, an 11% increase to our ~~rapid introduction~~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 ~~a decisive cost management program:~~2022 Total Direct Compensation—Base Salary” and “—Long-Term Equity Incentive Awards”.

	•	ESG Objectives for All NEOs — All of our ~~executives were able~~NEOs had strategic personal objectives related to ~~generate cash flow of $2.67 billion in 2020;~~sustainability, SLB New Energy, or health, safety and

	•	~~our 2020 earnings before interest, taxes, depreciation and amortization, excluding charges and credits (“adjusted EBITDA”~~ environmental (HSE)~~, was $4.31 billion.~~ performance goals.

	•	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.

~~Miguel M. Galuccio,~~ ~~Non-Executive Director~~
	Chairman and Chief Executive Officer, Vista ~~Oil & Gas~~ Director since 2017 Age: 5254 Other Current Public Boards • Vista ~~Oil & Gas~~ Former Public Directorships Held During the Past 5Five Years • None	~~YPF S.A.~~Nationality ~~Citizenship~~ Argentina and United Kingdom SLB Board Committees • Finance, Chair • ~~Science and Technology~~ Other Experience and Education • ~~Current chief executive officer of public oil and gas company~~ • Bachelor of Science in Petroleum Engineering, Instituto Tecnológico de Buenos Aires • ~~Schlumberger~~ SLB training and expertise • Latin America energy policy expertise
MIGUEL GALUCCIO is the Chairman and Chief Executive Officer of Vista Oil & Gas, an oil and gas company incorporated in Mexico, and has held that position since July 2017. From 2012 to March 2016, he was the Chairman and Chief Executive Officer of YPF, Argentina’s national oil company. From 1999 to 2012, he was an employee of Schlumberger and held a number of international positions, his last being President, Schlumberger Production Management. Prior to his employment at Schlumberger, he served in various executive positions at YPF and its subsidiaries from 1994 to 1999, including YPF International.
~~Relevant Skills and Expertise~~ Mr. Galuccio brings to the Board strong leadership and operational expertise from his experience as former chairman and chief executive officer of Argentina’s national oil company, which under his leadership became the world’s largest producer of shale oil outside of North America. He has valuable insight into the domestic and international energy policies of Argentina, Mexico, Venezuela, Ecuador and other countries that are strategically important to Schlumberger. He has extensive experience negotiating with Schlumberger customers in Latin America, Russia and China, including global energy companies and national oil companies,

~~Maria Moræus Hanssen,~~ ~~Independent Director~~
~~CF Wesenberg/Kolonihaven~~	Former Deputy Chief Executive Officer and Chief Operating Officer, Wintershall Dea GmbH Director since 2020 Age: 5658 Other Current Public Boards • Alfa Laval AB • Scatec Solar ASA Former Public Directorships Held During the Past 5Five Years • Yara International ASA	• ~~Hafslund ASA~~ ~~Citizenship~~Nationality Norway SLB Board Committees • New Energy and Innovation, Chair •Compensation • Nominating and Governance Other Experience and Education • Former ~~chief executive officer~~CEO of multiple ~~European~~ E&P companies • Master’s Degrees in Petroleum Engineering, Norwegian University of Science and Technology, and Petroleum Economics and Management, IFP School • ~~European energy policy expertise~~
~~MARIA MORÆUS HANSSEN is the former Deputy Chief Executive Officer and Chief Operating Officer of Wintershall Dea GmbH, a German-based oil and gas producer, having served in that role~~ Corporate director certificate 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 Chief Executive Officer of DEA and chair of its management board from January 2018 until April 2019. Before joining DEA, she served as Chief Executive Officer of ENGIE E&P International SA and Head of the E&PHarvard Business Unit for the ENGIE Group in Paris from 2015 to December 2017, and as President of ENGIE’s Norwegian E&P affiliate from 2014 to 2015. Ms. Moræus Hanssen served in various management and operations roles at Aker ASA from 2008 to 2013, Statoil ASA (now Equinor) from 2007 to 2008, and Norsk Hydro ASA 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 chairs a municipal and a private Norwegian company, Oslobygg KF and Wastefront AS, respectively. She previously served as deputy chairman and chair of the audit committees of Yara International ASA from 2015 to May 2019 and Hafslund ASA from 2010 to May 2016.
~~Relevant Skills and Expertise~~ Ms. Moræus Hanssen brings to the Board strong leadership and operational expertise as the former chief executive officer of several European E&P companies, as well as her extensive experience as a director of Scandinavian public companies. The Board values her insight into the domestic and international energy policies of Norway, Germany, France and other countries that are strategically important to Schlumberger, as well as her experience addressing risks related to the energy transition.School (2021)

~~Henri Seydoux,~~ ~~Independent Director~~
		~~Chairman and Chief Executive Officer,~~ ~~Parrot S.A.~~ ~~Director since~~ ~~2009~~ ~~Age:~~ 60 ~~Other Current Public Boards~~ • ~~Parrot S.A.~~ ~~Former Public Directorships Held During~~ ~~the Past 5 Years~~ • ~~None~~ ~~Citizenship~~ ~~France~~ ~~Board Committees~~ • ~~Compensation~~ • ~~Nominating and Governance~~ • ~~Science and Technology~~ ~~Other Experience and Education~~ • ~~Current chief executive officer~~ • ~~Technology leadership~~ • ~~Entrepreneurial and management expertise~~
HENRI SEYDOUX has been Chairman and Chief Executive Officer of Parrot S.A., a global wireless products manufacturer, since 1994. Mr. Seydoux is an entrepreneur with great initiative. He founded Parrot S.A. in 1994 as a private company and took it public in 2006. From 2014 to June 2020, he also served on the board of directors of Sigfox, a privately-held global communications service provider.
~~Relevant Skills and Expertise~~ Mr. Seydoux, as the chief executive of a dynamic and innovative technology company, brings to the Board entrepreneurial drive and management skills. He also has family ties to the founding Schlumberger brothers. Having grown up in the Schlumberger family culture, Mr. Seydoux is well placed to see that the Company continues its historical commitment to Schlumberger’s core values. His service on the Board addresses the Company’s need to preserve the Company’s unique culture and history while helping to foster innovation.

	Independent Chairman of the Board, separate from CEO

	No staggered ~~board —~~board; all directors are elected annually

	Fully independent Audit, Compensation, and Nominating and Governance committees ~~75% of our director nominees are independent~~

	Regular executive sessions of non-employee directors

	Majority vote standard for uncontested director elections

	Annual performance evaluations of Board, its committees, and individual directors

	100% Board attendance in 2022

	Comprehensive risk assessment process designed to identify and manage enterprise-wide risks

	Proactive shareholder engagement

	Regularly Scheduled Meetings	Special Meetings
Board of Directors	4	1
Audit Committee	8	—
Compensation Committee	3	—
Nominating and Governance Committee	4	3
Finance Committee	4	—
Science and Technology Committee	1	—

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⁽⁴⁾	16,957		—		—	—	—	—	16,957
Patrick de La Chevardière⁽⁵⁾	101,250		265,904		—	—	—	—	367,154
Miguel Galuccio	108,750		177,912		—	—	—	—	286,662
Nikolay Kudryavtsev⁽⁴⁾	12,609		—		—	—	—	—	12,609
Tatiana A. Mitrova	101,250		177,912		—	—	—	—	279,162
Maria Moræus Hanssen⁽⁶⁾	33,633		—		—	—	—	—	33,633
Indra K. Nooyi⁽⁴⁾	12,609		—		—	—	—	—	12,609
Lubna S. Olayan	108,750		177,912		—	—	—	—	286,662
Mark G. Papa	156,250	⁽⁷⁾	271,546		—	—	—	—	427,796
Leo Rafael Reif	116,250		177,912		—	—	—	—	294,162
Henri Seydoux	108,750		177,912		—	—	—	—	286,662
Jeff W. Sheets⁽⁵⁾	106,250		265,904		—	—	—	—	372,154

Table of Contents

Proxy Executive Summary

Voting at the 20212023 Annual General Meeting (pages 85-86)67–68)

Voting Matters

Our BoardDirector Nominees (pages 8-12)Below is summary information about the nominees to our Board of Directors (the “Board”).12–17)

Governance Highlights (pages 13-22)18–24)

We Are SLB

Leader in Global Diversity

Nationality and Cultural Diversity

Gender Balance

Race and Ethnicity

Spotlight on: 2022 Investor Day

2022 Executive Compensation Highlights (pages 28-65)30–60)

Forward-Looking Statements

ITEM 1. Election of Directors

Director NomineesQualifications and Diversity

Board Diversity Policy

Summary of Director Nominee Skills and Characteristics

Our Director Nominees

Corporate Governance

Proactive Shareholder Engagement

Independent Chairman of the Board must consist

Board RefreshmentOversight of Risk Management

Board Oversight of Sustainability

Board Refreshment Processes

Board Term Limits and Retirement Age

Process for Director NominationsSelecting New Directors

Board Responsibilities, Committees and AttendanceCommittee Evaluations

Director Orientation and Education

Board Committees

Board Attendance

Code of stockholders in 2020.Conduct

Corporate Governance Policies and PracticesGuidelines

Director Independence

Communicating with Our Board

Director Compensation in Fiscal Year 2020

Director Pay Components

Cash Compensation

Equity Compensation

Annual Director Pay Review

Director Stock Ownership Guidelines

Director Deferral Plan

Stock Ownership Information

Security Ownership by Management and Our Board

Security Ownership by Certain Beneficial Owners

ITEM 2. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

ITEM 3. Advisory Approval of Our Executive Compensation

Compensation Committee Report

Compensation Discussion and Analysis

Executive Overview

Overview of Compensation Decisions for 20202022

Framework for Setting 2022 Executive Compensation in 2020

Program Design and Pay-for-Performance Philosophy

At-Risk Pay Mix

Responsiveness to Shareholder Feedback

Elements of 2022 Total Direct Compensation; 2020 DecisionsCompensation

Base Salary

Annual Cash Incentive Awards

Adjusted EBITDA Targets and Results

Free Cash Flow Targets and Results

Strategic Personal Objectives

Summary of 2022 Cash Incentive Results

Long-Term Equity Incentive Awards

How We Determined the Target Value of 20202022 LTI Equity Awards

2022 Absolute FCF Margin PSUs — Performance Measures and Goals

2022 Relative ROCE PSUs — Performance Measures and Goals

2022 Relative TSR PSUs — Performance Measures and Goals

Payouts Under Prior LTI Awards

Other Benefits

Officer Departure Guidelines

Agreement with Senior Strategic Advisor

Broadly Available Benefit Plans

Limited Perquisites

Other Aspects of Our Executive Compensation Program

Competition for Our Executive Talent

Our Peer Group Companies

Executive Compensation Governance

No Employment Agreements with Current NEOs

Stock Ownership and Holding Requirements

Anti-Hedging and Anti-Pledging

Voting at the 20212023 Annual General Meeting (pages 85-86)
67–68)

Our BoardDirector Nominees (pages 8-12)
Below is summary information about the nominees to our Board of Directors (the “Board”).
12–17)

Governance Highlights (pages 13-22)
18–24)

2022 Executive Compensation Highlights (pages 28-65)
30–60)

Director Nominees
Qualifications and Diversity

Board Refreshment
Oversight of Risk Management

Process for Director Nominations
Selecting New Directors

Board Responsibilities, Committees and Attendance
Committee Evaluations

Code of stockholders in 2020.
Conduct

Corporate Governance Policies and Practices
Guidelines

Overview of Compensation Decisions for 2020
2022

Elements of 2022 Total Direct Compensation; 2020 Decisions
Compensation

Fees Paid to PricewaterhouseCoopers LLP
PwC

2024 Annual General Meeting
of Shareholders

	Beneficial Ownership of Common Stock
Name and Address	Number of Shares	Percentage of Class
The Vanguard Group⁽¹⁾ 100 Vanguard Blvd. Malvern, PA 19355	115,343,090	8.2%
BlackRock, Inc.⁽²⁾ 55 East 52nd Street New York, NY 10055	97,009,046	6.9%
State Street Corporation⁽³⁾ State Street Financial Center One Lincoln Street Boston, MA 02111	80,793,825	5.8%
Dodge & Cox⁽⁴⁾ 555 California Street, 40th Floor San Francisco, CA 94104	76,557,389	5.5%

Submitted by the Compensation Committee of the SLB Board of Directors

Jeff Sheets, Chair	Maria Moræus Hanssen	Vanitha Narayanan	Ulrich Spiesshofer

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
~~Ashok Belani~~Abdellah Merad	Executive Vice President, ~~Schlumberger New Energy~~
~~Hinda Gharbi~~	~~Executive Vice President,~~Core Services and Equipment
~~Simon Ayat~~Dianne Ralston	Chief Legal Officer and Secretary
Ashok Belani	Senior Strategic Advisor to the CEO; Former Executive Vice President, ~~and Chief Financial Officer~~New Energy

CD&A Table of Contents	•	We ended 2020 by restoring fourth-quarter adjusted EBITDA margins to pre-COVID levels, despite a 33% decline in our revenue year-on-year. We also generated strong free cash flow in 2020, despite severe industry headwinds.
	•
Executive Overview	We accelerated the most comprehensive corporate restructuring in our history, with our new structure organized on the basis of divisions, which are aligned with our customers’ workflows, and key basins. By the end of 2020, we had realized more than 90% of the benefits of our structural cost-reduction program, which will permanently remove more than $1.5 billion of annual fixed cash costs.32
	•
Overview of Compensation Decisions for 2022	In line with our focus on capital stewardship, we high-graded our portfolio by exiting certain commoditized businesses. In North America, we contributed our OneStim pressure pumping business to Liberty Oilfield Services Inc., in exchange for a 37% equity interest in Liberty, and we divested our North America low-flow artificial lift business.33
	•
Framework for Setting 2022 Executive Compensation	~~We formed Schlumberger New Energy, our portfolio of business and technology ventures dedicated to exploring new opportunities in low-carbon or carbon-neutral energy technologies.~~

	•	~~We delivered a 14% reduction of our Scope 1 and Scope 2 emissions intensity within one year—well on our path to our stated 2025 emissions reduction goal of 30%.~~34
	•
Program Design and Pay-for-Performance Philosophy	~~Consistent with our commitment~~34
At-Risk Pay Mix	35
Responsiveness to being at the forefront of our industry’s shift toward more sustainable energy production, our broad portfolio includes more than 100 impact-reducing technologies to help our customers decrease their environmental footprint, use cleaner chemistry, reduce waste, and decarbonize elements of the E&P process.Shareholder Feedback	35
	•
Elements of 2022 Total Direct Compensation	~~We achieved our record-best safety~~36

Base Salary	36
Annual Cash Incentive Awards	36
Long-Term Equity Incentive Awards	39
Other Benefits	44

Other Aspects of Our Executive Compensation Program	45

Competition for Our Executive Talent	45
Our Peer Group Companies	46

Executive Compensation Governance	47

No Employment Agreements with Current NEOs	47
Stock Ownership and ~~driving performance metrics, recording our lowest ever lost-time injury rate~~Holding Requirements	47
Anti-Hedging and ~~our lowest ever automotive accident rate.~~Anti-Pledging	47
10b5-1 Trading Plans	47
Clawback Policy	47
Process for Setting Executive Compensation	48

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 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.

	•	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.

	•	~~We increased~~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 ~~overall rigor~~form of ~~our 2020~~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 ~~program~~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 ~~2019,~~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 ~~significantly increasing all performance targets for our~~below-target 2022 free cash flow results, and their LTI payouts were based on exceptional multi-year ROCE and free cash flow conversion ~~PSUs,~~results.

	•	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 ~~did not increase~~held flat the ~~2020~~base salaries and target LTI grant values for ~~any~~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 ~~and we did not increase any of our NEOs’ 2020 target annual cash incentive opportunity, other than in the case of Mr. Biguet’s promotion~~had strategic personal objectives related to ~~the role of EVP and CFO. In addition, our executives received no profit sharing award for the 2020 fiscal year.~~
	•	In July 2020, in response to the effects of the COVID-19 pandemic and other factors negatively affecting our industry, our Compensation Committee approved certain modifications to our 2020 cash incentive plan, to align with the Company’s increased returns-focused strategy and its revised outlook developed in response to the dynamic 2020 environment. The Committee did not make any post-grant adjustments to our LTI awards.
	•	~~Despite the unprecedented global economic and industry downturn, and due to our rapid introduction of a decisive cost management program:~~sustainability, SLB New Energy, or HSE performance goals.