UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

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

(Amendment No. )___)

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SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)

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Notice of 2023 Annual General Meeting of Shareholders

Notice of 2022 Annual General Meeting of Stockholders

	ITEMS OF BUSINESSItems of Business
	1.	Election of 11 director nominees.
	2.	Advisory vote on the frequency of future advisory votes on executive compensation.
	3.	Advisory “say-on-pay” approval of our executive compensation.
	3.4.	Approval of certain annual financial statements for the year ended December 31, 2021.2022.
	4.5.	Ratification of the appointment of our independent auditor, PricewaterhouseCoopers LLP.
	Such other matters as may properly be brought before the meeting.
			By order of the Board of Directors,
			Dianne B. Ralston
	Chief Legal Officer and Secretary
	February 24, 202223, 2023

Wednesday, April 6, 20225, 2023

10:00 a.m. Curaçao time

 

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

 

RECORD DATERecord Date

February 8, 2023

 

February 9, 2022

HOW TO CAST YOUR VOTE

How to Cast Your Vote

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

 

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

 

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

PROXY VOTINGProxy Voting

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

Brokers cannotare not permitted to vote on Items 1certain proposals and 2 withoutmay elect not to vote on any of the proposals unless you provide voting instructions. Voting your instructions.shares will help to ensure that your interests are represented at the meeting.

IMPORTANT INFORMATION REGARDING MEETING ATTENDANCEImportant Information About Meeting Attendance

Depending on the level of COVID-19 protocols in effect at the time, your ability to attend the 20222023 Annual General Meeting of Stockholders (“Shareholders (the 20222023 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/SLBfor any updates to the “Meeting Information” section of this proxy statement prior to traveling.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 6, 2022:Important Notice Regarding the Availability of Proxy Materials
for the Annual General Meeting of Shareholders to be Held on April 5, 2023

This Notice and Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, and our 20212022 Annual Report to StockholdersShareholders are each available free of charge at https://investorcenter.slb.com and www.proxydocs.com/SLB.

Table of Contents

 

Proxy Executive Summary

 

This summary highlights information contained elsewhere in this proxy statement, but it does not contain all of the information thatis provided for your reference. However, before voting, you should consider. You should readcarefully review this entire proxy statement carefully before voting. In addition, we are providingand, particularly with respect to agenda Item 4, our 20212022 Annual Report to Stockholders concurrently with this proxy statement. You should refer to its contents in considering agenda Item 3.Shareholders.

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

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

 

This proxy statement is first being made available to our stockholdersshareholders on or about February 24, 2022.23, 2023.

 

Voting at the 20222023 Annual General Meeting (pages 68–69)67–68)

 

The 20222023 AGM will be held at the Curaçao Marriott Beach Resort, John F Kennedy Boulevard, 3, Piscadera Bay, Willemstad, Curaçao, on Wednesday, April 6, 2022 beginning at 10:00 a.m., Curaçao time.at:

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

 

Each stockholdershareholder of record at the close of business on February 9, 20228, 2023 (the “record date”) is entitled to one vote for each share registered in such stockholder’sshareholder’s name. If your shares are registered in your name with Schlumberger’sSLB’s transfer agent, you may vote in person at the 20222023 AGM, or you may authorize a proxy to vote your shares by one of the following methods:

 

BY INTERNET By Internet www.proxypush.com/SLB

BY TELEPHONE

By Telephone (866) 240-5191

BY MAIL

By Mail Sign, date, and mail your proxy card

 

If you are a beneficial owner of SchlumbergerSLB common stock (i.e.i.e., you hold your shares on the record date through a broker, bank, or other nominee), you should follow the voting instructions provided by your bank, broker, or other nominee.

 

If you plan to attend the 20222023 AGM in person, see “Meeting Information” beginning on page 6867 for the requirements for admission to the meeting. Whether or not you plan to attend the 20222023 AGM in person, please (i) sign, date, and promptly return the enclosed proxy card in the enclosed envelope, or (ii) grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting.

 

Voting Matters

 

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

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

2021 Performance and Strategy Highlights

Our Director Nominees (pages 12–17)

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

Highlights of our 2021 financial performance, reflecting the success of our returns-focused strategy and execution, include:

 

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
Samuel Leupold Former Chief Executive Officer Ørsted Wind Power A/S	Tatiana Mitrova Research Fellow SIPA Center on Global Energy Policy Columbia University	Maria Moræus Hanssen Former Deputy CEO and COO Wintershall Dea GmbH	Vanitha Narayanan Former Chairman and Managing Director IBM India
	Adjusted EBITDA(1) $4.925 billion	Free Cash Flow(2) $2.997 billion	Revenue $22.9 billion
Mark Papa Former Chairman and CEO Centennial Resource Development	Jeff Sheets Former EVP and CFO ConocoPhillips
	14% increase over 2020	110% increase over 2020	H2 2021 revenue increased 18% over H2 2020, excluding impact of divestitures
	Adjusted EBITDA Margin 21.5%Ulrich Spiesshofer	Net Debt Reduced by $2.8 billion	Earnings per Share (GAAP) $1.32
	Expanded 320 basis points year-on-year, achieving highest adjusted EBITDA margin level since 2018	Net debt to adjusted EBITDA ratio of 2.2x Lowest net debt level since 2016	Earnings per share, excluding charges Former President and credits, was $1.28, an 88% increase over 2020
			CEO ABB Ltd.

 

On the strength of these financial results, driven by excellent operational leverage as a result of our Performance Strategy and strong working capital management, we were able to reduce our net debt to adjusted EBITDA ratio from 3.2x to 2.2x year-on-year. At the same time, we achieved double-digit pretax operating margins in North America—the highest levels since 2014—and we expanded our international pretax operating margins to the highest levels since 2018.

The success of 2021 was built upon the continued growth of our strategic business pillars—strengthening our core, digital, and new energy—to deliver high performance sustainably.

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

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

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

2021 also saw continued excellence in Safety and Service Quality, as we successfully navigated the challenges of the ongoing pandemic to ensure continued execution and performance for our customers. Our total recordable injury frequency showed a 31% improvement since 2019, and we also improved our automotive accident rate by 30% compared to 2019. Furthermore, our service quality performance was the best on record, despite increasing activity coupled with ongoing pandemic and supply chain challenges.

This was also a pivotal year for Schlumberger’s commitment to Sustainability. We announced our comprehensive 2050 net-zero commitment inclusive of Scope 3 emissions—a first for the energy services sector—and we launched our Transition Technology* portfolio to focus on the decarbonization of oil and gas operations. In addition, Schlumberger earned an upgraded AA rating from MSCI, and won an ESG Top Performer award from Hart Energy, recognizing our sustainability efforts, our enhanced disclosures, and our commitment to apply our technologies and capabilities toward helping the world sustainably meet future energy demand.

In summary, 2021 was a defining and transformative year for Schlumberger. We continued to strengthen our core portfolio, while also enhancing our sustainability leadership, advancing our digital journey, and expanding our new energy portfolio.

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

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

*	Mark of Schlumberger.

Our Board Nominees

Governance Highlights (pages 13–19)18–24)

 

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

Governance Highlights (pages 20–25)

Independent Chairman of the Board, separate from CEO    No staggered board; all directors are elected annually    Fully independent Audit, Compensation, and Nominating and Governance committees    Newly formed New Energy and Innovation Committee, comprised solely of independent directors, to oversee our energy transition investments and other innovation    Regular executive sessions of non-employee directors    Majority vote standard for uncontested director elections    Annual performance evaluations of Board, its committees, and individual directors    100% Board attendance in 20212022    Comprehensive risk assessment process designed to identify and manage enterprise-wide risks    Proactive shareholder engagement

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

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Leader in Global Diversity

 

Nationality and Cultural Diversity

Global Perspectives. The

As a leading global technology company, with a workforce consisting of approximately 99,000 people in more than 100 countries, one of SLB’s greatest strengths is the diversity of our people. We believe that our ability to attract, develop, motivate, and retain a highly competent and diverse workforce has long been one of Schlumberger’s greatest strengths. Our employees represent more than 160 nationalities and have experience in more than 120 countries.paramount to our success for many decades. We recognize that cultivating diversity and promoting inclusion are not just the right thing to do—they are essential to attracting the best talent from around the world and enabling creativity and innovation to drive business success.

 

As a global company focused on creating value forOur national and cultural diversity is based in our customers, we believe it is critical for ourphilosophy to recruit and develop people to communicate with our customers in their native languages and to sharefrom the values of the people in the countriescommunities where we work. Furthermore, our diverse workforce positions us to effectively deliver services and products that meet the unique expectations and requirements of our stakeholders, including our customers, suppliers and stockholders. We have continued toAs a result, we maintain a workforce nationality mix aligned to the revenue derived from the countries in which we work, as reflected in the charts below. Our long-standing commitment to national and cultural diversity, which is seen throughout every layer of SLB—including our executive team and the Board—fosters a culture that is global in outlook, yet local in practice. Our nationally and culturally diverse Board and 10-member executive leadership team collectively represent 14 nationalities across six continents.

 

 

Schlumberger Limited2022 Proxy Statement

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Gender Balance

 

In addition our geographically diverse Boardto nationality and 10-member executive team (as of December 31, 2021) collectively represented 15 nationalities across six continents, as reflected on the map below.

Gender. Gendercultural diversity, gender balance is anotheran important pillarpart of our diversity, equity, and inclusion strategy. We are committed to leadleading our industry in gender diversity, and we are on track to reach our interim milestone of having women compriserepresent 25% of our salaried employee populationemployees by 2025. In 2021, we set ourOur next milestone to continue our progress—is for women to comprise 30% of our salaried employee populationemployees by 2030. This target includesOur 2025 and 2030 targets include executive roles and all other salaried positions.

 

As of December 31, 2021, women made upWomen represent 30% of our executive team and approximately 22%as of management-level roles. Approximately 18% of our total workforceJanuary 31, 2023, and 23% of our salaried employee population were women at year-end 2021. Women also represented approximately 48% of our 2021 new hires for salaried roles with science, technology, engineering and mathematics (STEM) backgrounds. For the 2022 AGM, women represent 27% of our director nominees.nominees for the 2023 AGM. Approximately 19.5% of our company (excluding contractors) and 23.8% of our salaried employees were women as of December 31, 2022.

 

2021 WOMEN IN LEADERSHIP
27%	30%
Director Nominees	Executive Team
22%	48%
Management-Level Roles	New STEM Hires

Race and Ethnicity

 

Race and Ethnicity. As a truly global company with a rich legacy of national and cultural diversity, it is important that we do not limit our definitions of racial and ethnic diversity to the common classifications used in the United States, both for our executive team and for the Board. For further discussion regarding the racial and ethnic diversity of our Board, see “Election of Directors—Director Qualifications and Diversity” beginning on page 1110 of this proxy statement.

 

Schlumberger Limited20222023 Proxy Statement

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Spotlight on: 2022 Investor Day

 

In November, we held our 2022 Investors Conference in New York City, USA as a platform to demonstrate SLB’s potential to deliver differentiated growth and returns over the next few years. The conference was focused on SLB’s strategies to advance Energy Innovation, Lower Carbon and Higher Value within the context of today’s global energy dynamics, which require bold new technologies and ideas, digital transformation and a deep commitment to sustainability. The conference also included a series of technology immersion sessions showcasing our leadership and key offerings in our Core, Digital and New Energy.

From left to right: SLB executive leadership team members Gavin Rennick, Dianne Ralston, Demosthenis Pafitis, Olivier Le Peuch, Rajeev Sonthalia, Stephane Biguet, Katharina Beumelburg, Khaled Al Mogharbel, Carmen Rando Bejar, and Abdellah Merad.

2021

2022 Executive Compensation Highlights (pages 30–64)60)

 

As more fully discussed in the “Compensation Discussion and Analysis” section of this proxy statement:

Redesigned LTI Program ─ We redesignedstatement, below are some key actions that our long-term incentive (“LTI”) programCompensation Committee took with respect to more closely align with our long-term strategy, publicly disclosed financial objectives, and total shareholder return (“TSR”). Under our 2021 LTI program, our named executive officers (“NEOs”) received a mix of four types of grants, equally weighted at target performance:

officers’ 2022 compensation:

•	•	Diversified LTI Program Structure — Our NEOs continued to receive a mix of long-term incentive (LTI) grants in 2022, with 75% of their target LTI opportunity awarded in the form of performance share units (PSUs), and 25% Absolute FCF Margin Performance Share Units (“PSUs”): We replaced our previous free cash flow conversion rate metric, which was measured over a two-year period, with a metric that measures free cash flow margin over a three-year performance period.
	•	25% Relative TSR PSUs: We introduced PSUs based on a three-year relative TSR metric as a new elementawarded in the form of our LTI program, and we set the target performance goal above median at the 60th percentile.
	•	25% Relative ROCE PSUs: We increased the rigor of the performance targets for our three-year ROCE (as defined below) metric by removing Weatherford from the ROCE comparator group, as Weatherford had underperformed the rest of the comparator group in recent years.
	•	25% Time-based RSUs: We introduced three-year, time-based restricted stock units (“(RSUs”). As in 2021, payout under the 2022 PSUs will be contingent on achieving absolute free cash flow margin (FCF margin), relative return on capital employed (ROCE), and relative total shareholder return (TSR) performance goals over respective three-year periods.

•

Rigorous PSU Performance Targets — In setting LTI performance targets for 2022, the Compensation Committee emphasized and encouraged ambitious outperformance by increasing the maximum performance goal for the FCF margin PSUs as compared to 2021, and continuing to set an above-median target performance goal for the TSR PSUs. In addition, based on shareholder feedback, the Committee adjusted the comparator group for our TSR PSUs to include our direct competitors and the S&P Global 1200 Energy Index, to focus on TSR outperformance relative to our direct competitors while expanding the group to include the broader energy market.

•

Performance-Aligned Incentive Payouts — Our NEOs’ short-term incentive (STI) payouts were based on strong 2022 adjusted EBITDA results, partially offset by below-target 2022 free cash flow results, and their LTI payouts were based on exceptional multi-year ROCE and free cash flow conversion results.

Short-Term Incentive Results		Long-Term Incentive Results
•   Average NEO Payout — 80% — Our NEOs earned an average 2022 cash incentive payout of 80%. •   Adjusted EBITDA Payout — 157% — Our 2022 adjusted EBITDA(1) was $6.462 billion, representing a new element31% increase over 2021, and resulting in a payout of 157% of target for the adjusted EBITDA component of our LTI program, to promote stability and retention 2022 cash incentive plan. •   Zero FCF Payout — Our 2022 free cash flow(1) of our executive team.

•

NEO Cash Compensation Structure Unchanged ─ We held base salaries flat for all NEOs, and we did not increase$1.418 billion was below the minimum performance target under our annual cash incentive opportunity, asplan. As a percentage of base pay, for anyresult, our CEO and other NEOs earned no payout under the free cash flow component of our NEOs. We also continued to tie 70% of our NEOs’ target annual2022 cash incentive opportunityplan.

•   Our CEO did not receive an LTI award in 2020 and therefore did not earn any 2020 PSUs. •   For our other NEOs, the 2020 LTI payout was based on: (i) SLB’s average annual ROCE for the three-year performance period, which was 407 basis points (bps) above the average ROCE of the comparator group, (ii) SLB’s absolute 2022 ROCE of 13%, and (iii) SLB’s cumulative FCF conversion rate of 192% from 2020 to full-year2021—which far exceeded the maximum performance goal for the 2020 FCF conversion PSUs. •    As a result, our NEOs, other than our CEO, earned 250% of the target shares of SLB stock under the 2020 PSUs.

(1)	For reconciliations of adjusted EBITDA and free cash flow generation goals to ensure our executives were focused on profitable, sustainable growth.their most comparable GAAP measures, see Appendix A.

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	•	CEO and CFO Compensation Program UnchangedIncreases in Line with Market Trends ─ The target value— 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 total direct compensation places him at approximatelywas below the 50th percentile among CEOs inmedian of our general industry peer group. We did notgroup, the Compensation Committee recommended, and the independent members of the Board approved, an 11% increase any element ofto 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 target total direct compensationfinancial performance, as compared to 2020.well as peer comparator data and internal pay equity considerations. For details regarding our CEO’s compensation,these market increases, see “Compensation Discussion“—Elements of 2022 Total Direct Compensation—Base Salary” and Analysis—CEO Pay Summary” on page 34.“—Long-Term Equity Incentive Awards”.

•

ESG Objectives for All NEOs ─ Every NEO— All of our NEOs had at least one strategic personal objectiveobjectives related to sustainability, new energy,SLB New Energy, or health, safety and environmental (“(HSE”) performance goals.

 

Below is a summary of some of our executive compensation best practices and policies.

 

WHAT WE DOWhat We Do		WHAT WE DON’T DOWhat We Don’t Do
At Risk Pay ─— A significant portion of our executives’ compensation is at risk, based on a mix of absolute and relative financial metrics. Performance-Based Cash Incentive Awards ─— At least 70% of our executives’ target annual2022 cash incentive opportunity is based on achieving rigorous quantitative Company financial goals. Clawback Policy ─ Our compensation clawback policy and the terms of our LTI grants allow our Board to recover performance-based cash and equity awards in specified instances. Robust Stock Holding Requirements ─— Our CEO is required to own an amount of Schlumberger stockSLB shares valued at six times (6x) his annual base salary; our EVPs must own at least three times (3x) their annual base salaries; and all other executive officers must own at least two times (2x) their annual base salaries. Mandatory Retention of Shares ─— Executives must retain 50% of the net shares they acquire upon the exercise of stock options and the vesting of PSUs and RSUs, until they achieve the required ownership level under our stock ownership guidelines. Annual Peer Compensation Review ─— We annually review all officer compensation opportunities against our peer groups.		No gross-ups on excise taxes. No repricing or exchanging options without stockholdershareholder approval. No hedging or pledging of SchlumbergerSLB stock by executive officers or directors. No LTI or annual cash incentive payouts if we fail to achieve preestablishedpre- established minimum performance criteria. No excessive perquisites to our executive officers. No executive pension or insurance plans exclusively for executive officers.executives. No change-in-control agreements, and no automatic acceleration of equity awards upon a change in control. PSUs and RSUs do not accrue or pay dividends or dividend equivalents or have voting rights prior to vesting. We do not dilute our stockholdersshareholders with excessive employee equity grants. Our 20212022 “burn rate,” or stock awards granted as a percentage of common shares outstanding, was only 0.58%0.65%.

 

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Forward-Looking Statements

This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain, and actual results or outcomes could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 20212022 Annual Report on Form 10-K.

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

ITEM 1. Election of Directors

All of our directors are elected annually at our annual general meeting of stockholders.shareholders. We recommend that you vote “FOR” each of the 11 director nominees, to be elected to serve until our 20232024 AGM (or until their death, resignation or removal). Each of the nominees is currently a director.

Henri Seydoux will not stand for re-electiondirector and was previously elected by our shareholders at our annual general meeting of stockholders. Our Board extends gratitude to Mr. Seydoux for his 13 years of service as a member of the Board.2022 AGM.

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 the 20222023 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 isin accordance with the instructions indicated on those proxy cards. If you have properly executed your proxy card and you have not withheld, for the election of each of the 11 nominees named under “—Our Director Nominees” below.given specific voting instructions, your shares will be voted in accordance with our Board’s recommendations.

The Board of Directors Recommendsrecommends a Vote vote FOR Each Director Nominee.

each director nominee.

Director Qualifications and Diversity

The Nominating and Governance Committee believes that SLB director nominees should have the following characteristics:

•   be persons of integrity and honesty,

•   be able to exercise sound, mature and independent business judgment in the best interests of our stockholders as a whole,

•   be recognized leaders in business or professional activity,

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

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

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

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

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

In the judgment of the Board, all director nominees are able to execute their duties as members of the Board and to devote the necessary time and attention to the Company,SLB, as required by our Corporate Governance Guidelines. 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 also supports the Company’sSLB’s diversity ambitions that its Board should reflect the gender, racial and ethnic, cultural and geographical diversity of our global operations. The Board seeks out women and nationally, racially and ethnically diverse candidates to include in the pool of qualified candidates from which potential director nominees are chosen. As reflected in the summary chart on page 13,11, our 11 director nominees represent ten nationalities across five continents, and three directors are women.

Race and Ethnicity

Given our multinational footprint and culture, we endeavor to have a global perspective on diversity, including racial and ethnic diversity. This perspective includes respecting local legal requirements regarding the tracking and use of personal data pertaining to under-represented populations. Certain countries have data privacy laws prohibiting the collection or disclosure of race and ethnicity classification data, reflecting historical concerns that such data could be used to foster, rather than eliminate, discrimination. In addition, local definitions of race and ethnicity and related classifications, as well as the definition of under-represented groups, vary from country to country.

As a result, U.S.-centric racial and ethnic classifications as used for EEO-1 data collection purposes are applicable only to our three directors who are U.S. citizens. For our U.S. directors, we provide in the summary chart on page 1311 race and ethnicity disclosures based on classifications commonly used in the United States. For all other directors, we asked if they wished to voluntarily disclose their ethnic or racial background and, if so, how they self-identify based on the classifications most relevant to their home countries. We provide self-identifications for non-U.S. directors in the summary chart on page 13.11. In keeping with international data privacy laws, we have not included racial or ethnic information for director nominees who did not authorize disclosure.

Retirement Age

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

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

Summary of Director Nominee Skills and Characteristics

We believe our director nominees provide a well-rounded set of expertise to assist in effective oversight of SLB management.

The chart on the following pagechart 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 1412 of this proxy statement. We believe our director nominees provide a well-rounded set of expertise to assist in effective oversight of Schlumberger management.

Substantial Knowledge, Skills and Experience

Current or former chief executive officer

Energy industry and operations

Finance and accounting

Science, technology and engineering

Energy transition and sustainability

Digital innovation

Digital transformation

Information security

Strategy development & implementation

International business

Risk management

Economic modeling

Health, safety and environmental

Mergers and acquisitions

Academic relations

Government, regulatory & public policy

Demographics

Nationality

Argentina

Australia

France

Germany

Israel

Norway

Russia

Switzerland

United Kingdom

United States

Racial and Ethnicity Characteristics for U.S. Directors

Asian or Indian

White or Caucasian

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

Two or More Ethnicities

White or Caucasian

Gender

M

M

M

M

M

F

F

F

M

M

M

Other Attributes

Independence

Tenure

2

4

6

4

2

5

3

2

5

4

2

Summary of Director Nominee Skills and Characteristics

Substantial Knowledge, Skills and Experience

Current or former chief executive officer

Energy industry and operations

Finance and accounting

Science, technology and engineering

Energy transition and sustainability

Digital innovation

Digital transformation

Information security

Strategy development & implementation

International business

Risk management

Economic modeling

Health, safety and environmental

Mergers and acquisitions

Academic relations

Government, regulatory & public policy

Demographics

Nationality

Argentina

Australia

France

Germany

Israel

Norway

Russia

Switzerland

United Kingdom

United States

Racial and Ethnicity Characteristics for U.S. Directors

Asian or Indian

Black or African American

Hispanic or Latino

Native American

White or Caucasian

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

White or Caucasian

Two or More Races or Ethnicities

Gender

M

M

M

M

M

F

F

F

M

M

M

Other Attributes

Independence

Tenure (in ~ years as of 2022 AGM)

<1

2

5

2

1

3

1

<1

3

2

<1

Our Director Nominees

The nominees for election to the Board, together with information regarding each nominee’s qualifications, are set forth below.

Peter Coleman,

Independent Director

Former CEO and Managing Director, Woodside Petroleum Ltd.   Director since 2021 Age: 6162   Other Current Public Boards • None  Allkem Limited   Former Public Directorships Held During the Past Five Years •  Woodside Petroleum Ltd.

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

PETER COLEMAN is the 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 2021.2021, as chair of H2EX, an Australian hydrogen exploration start-up, since April 2022, and as chair of DIRECT Infrastructure, an Australian-based offshore wind developer, since June 2022.

Relevant Skills and Expertise

Mr. Coleman brings to the Board decades of experience in the oil and gas industry, including as the former CEO and Chairman of Australia’s largest independent gas producer. The Board benefits from his expertise in strategic planning, as well as his extensive business experience in Australia and Asia, regions that are strategically important to the Company’sSLB’s operations.

Patrick de La Chevardière,

Independent Director

Former Chief Financial Officer, Total S.A.   Director since 2019 Age: 6465   Other Current Public Boards •Michelin (Compagnie Générale des Établissements Établissements Michelin SCA)   Former Public Directorships Held During the Past Five Years •   None

Nationality France   SLB Board Committees •   Audit, Chair •   Finance   Other Experience and Education •Experienced director of several French-based public companies •Diplôme d’Ingénieur, an engineering degree, École Centrale de Paris

PATRICK DE LA CHEVARDIÈRE is the former Chief Financial Officer of Total S.A., a French multinational integrated oil and gas company. He served as Total’s CFO and as a member of its executive committee from 2008 until his retirement in August 2019. Prior to that, he served in a variety of finance and operational roles with Total over his 37-year career, including as Deputy Chief Financial Officer from 2003 to 2008, Vice President, Asia for Refining & Marketing from 2000 to 2003, and Vice President, Operations and Subsidiaries from 1995 to 2000. Since June 2020, Mr. de La Chevardière has also served as a member and chairman of the audit committee of the supervisory board of Michelin, a French multinational tire manufacturer. He also previously served on the boards of directors of two other French-based public companies, Sanofi-Aventis and Compagnie Générale de Géophysique.

Relevant Skills and Expertise

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

Miguel Galuccio,

Non-Executive Director

Chairman and Chief Executive Officer, Vista Oil & Gas   Director since 2017 Age: 5354   Other Current Public Boards •  Vista Oil & Gas   Former Public Directorships Held During the Past Five Years •  None

Nationality Argentina and United Kingdom   SLB Board Committees •   Finance, Chair   Other Experience and Education •Bachelor of Science in Petroleum Engineering, Instituto Tecnológico de Buenos Aires • Schlumberger   SLB training and expertise •   Latin America energy policy expertise

MIGUEL GALUCCIO founded and is the Chairman and Chief Executive Officer of Vista, Oil & Gas, an oilthe first listed independent energy company to operate and gas company incorporatedproduce in Mexico, and hasthe Vaca Muerta formation in Argentina, having held that position since July 2017. FromIn 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 was theserved as Chairman and Chief Executive Officer of YPF, Argentina’s national oillargest energy company. From 1999 to 2012, he was an employee of SchlumbergerSLB and held a number ofseveral international positions, his last being President, SchlumbergerSLB Production Management. Prior to his employment at Schlumberger,SLB, he served in various executive positions at YPF and its subsidiaries from 1994 to 1999, including YPF International.

Relevant Skills and Expertise

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

Olivier Le Peuch,
Schlumberger
SLB Chief Executive Officer

Chief Executive Officer, Schlumberger Limited SLB   Director since 2019 Age: 5859   Other Current Public Boards •   None   Former Public Directorships Held During the Past Five Years •   None

Nationality France   SLB Board Committees •   None   Other Experience and Education •Master’s Degree in Microelectronics, Bordeaux University of Science •Schlumberger   SLB training and expertise

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

Relevant Skills and Expertise

Mr. Le Peuch brings to the Board a unique operational perspective and thorough knowledge of the Company’sSLB’s operational activities worldwide as a result of his service in various global leadership positions in the Company.at SLB. The Board believes that Mr. Le Peuch’s service as the Company’s Chief Executive Officerour 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 the Company’sSLB’s business and operations.

Samuel Leupold,

Independent Director

Former Chief Executive Officer, Ørsted Wind Power A/S   Director since 2021 Age: 5152   Other Current Public Boards •   Enel SpA   Former Public Directorships Held During the Past Five Years •   None

Nationality Switzerland   SLB Board Committees •   Audit •Finance •   New Energy and Innovation   Other Experience and Education •   Master’s Degree in Mechanical Engineering, Swiss Federal Institute of Technology (Zurich) •   MBA, INSEAD (Fontainebleau) •Energy transition and sustainability expertise

SAMUEL LEUPOLD is the former chief executive officer of Ørsted Wind Power A/S, the principal subsidiary of Ørsted AS, a Danish renewable energy company, where he led Ørsted Wind Power to become the world’s leading developer, operator and owner of offshore wind assets during his tenure from 2013 to March 2018. Since May 2019, Mr. Leupold has served as an independent senior advisor supporting international clients in the energy and infrastructure sectors through his consultancy firm, Leupold Advisory. In addition, since May 2020, Leupold has been an independent non-executive member of the board at Enel SpA, one of Europe’s largest utilities focused on sustainability and the energy transition. He has also served as chair of Corio Generation, a specialist offshore wind business and Macquarie Green Investment Group portfolio company, since March 2022.

Relevant Skills and Expertise

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

Tatiana Mitrova,

Independent Director

Research Fellow, Center on Global Energy Policy, School of International and Public Affairs at Columbia University   Director since 2018 Age: 4748   Other Current Public Boards •   PAO Novatek   None   Former Public Directorships Held During the Past Five Years •   Unipro PJSC   PAO Novatek

Nationality RussiaIsrael and IsraelRussia   SLB Board Committees •   Audit •   Finance •   New Energy and Innovation   Other Experience and Education •PhD in Economics, Moscow State University •   Senior Visiting Research Fellow at Oxford Institute for Energy Studies

TATIANA MITROVA has served asbeen a research fellow at the Center on Global Energy Policy at the School of International and Public Affairs at Columbia University since May 2016. From February 2017 to December 2020, she served as Executive Director of the Energy Centre of the Moscow School of Management SKOLKOVO, a graduate business school, where she continues to serve as a professor. She has also been the Head of Research in the Oil and Gas Department in the Energy Research Institute of the Russian Academy of Sciences since 2011; a visiting professor at the Paris School of International Affairs, part of the Paris Institute of Political Studies, since 2014;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 since 2008. Dr. Mitrova was a Visiting Researcher at the King Abdullah Petroleum Studies and Research Center from 20162008 to April 2017. Dr. Mitrova has been a member of the board of directors of PAO Novatek, a Russian independent natural gas producer, since April 2020, and is chairman of its strategy committee and a member of its audit and compensation and nomination committees.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 December 2017.

Relevant Skills and Expertise

Dr. Mitrova brings to the Board valuable expertise regarding energy market dynamics and the various factors affecting supply and demand for Schlumberger’sSLB’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 the Company’sSLB’s global business strategy.

Maria Moræus Hanssen,

Independent Director

Former Deputy Chief Executive Officer and Chief Operating Officer, Wintershall Dea GmbH   Director since 2020 Age: 5758   Other Current Public Boards •   Alfa Laval AB •   Scatec Solar ASA   Former Public Directorships Held During the Past Five Years •   Yara International ASA

Nationality Norway   SLB Board Committees •   New Energy and Innovation, Chair •   Compensation •   Nominating and Governance   Other Experience and Education •   Former CEO of multiple E&P companies •Master’s Degrees in Petroleum Engineering, Norwegian University of Science and Technology, and Petroleum Economics and Management, IFP School •   Corporate director certificate from Harvard Business School (2021)

MARIA MORÆUS HANSSEN is the former Deputy CEO and Chief Operating Officer of Wintershall Dea GmbH, a German-based oil and gas producer, having served in that role from May 2019 to December 2019 following the merger between DEA Deutsche Erdoel AG (DEA) and Wintershall Holding GmbH. Prior to that, she served as CEO of DEA and chair of its management board from January 2018 until April 2019. Before joining DEA, she served as CEO of ENGIE E&P International SA and Head of the E&P Business Unit for the ENGIE Group in Paris from 2015 to December 2017. Ms. Moræus Hanssen served in various management and operations roles at Aker from 2008 to 2013, Statoil (now Equinor) from 2007 to 2008, and Norsk Hydro from 1992 to 2007. She has served on the boards of Scandinavian public companies Alfa Laval AB since April 2019 and Scatec Solar ASA since April 2020, and also serves in director and chair roles on various private company municipal and non-profit boards. She previously served as deputy chairman and audit committee chair of Yara International from 2015 to May 2019.

Relevant Skills and Expertise

Ms. Moræus Hanssen brings to the Board leadership and operational expertise as the former CEO of several European E&P companies. The Board values her insight into the domestic and international energy policies of Norway, Germany, France and other countries that are strategically important to Schlumberger,SLB, as well as her experience addressing risks related to the energy transition.

Vanitha Narayanan,

Independent Director

Former Chairman and Managing Director, IBM India   Director since 2021 Age: 6263   Other Current Public Boards •   ReNew Power •   HCL Technologies   Former Public Directorships Held During the Past Five Years •   None

Nationality United States of America   SLB Board Committees •Compensation •   Nominating and Governance   Other Experience and Education •   MBA, University of Houston •First woman chairperson of American Chamber of Commerce in India (AMCHAM India)

VANITHA NARAYANAN is the former Chairman and Managing Director of IBM India, a subsidiary of IBM, a multinational technology corporation. Over her career spanning three decades at IBM, she held senior executive positions with responsibility for digital businesses in the United States, Asia-Pacific and India regions, including as Chairman of IBM India from January 2017 to March 2018 and Managing Director from 2013 to 2016. During her tenure, IBM India was one of IBM’s fastest-growing growth markets. Most recently, Ms. Narayanan served as Managing Director for a strategic telecommunications client of IBM’s from April 2018 until her retirement in 2020, leading a strategic 5G business partnership. Since August 2020, she has served as a director of ReNew Power, one of the largest renewable power companies in India, where she serves as a member of the audit committee.and ESG committees. She has also been a director of HCL Technologies since July 2021, where she serves as a member of the nominating and remuneration committee.

Relevant Skills and Expertise

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

Mark Papa,

Independent Chairman of the SchlumbergerSLB Board of Directors

Former Chairman and CEO, Centennial Resource Development   Director since 2018 Age: 7576   Other Current Public Boards •None   Former Public Directorships Held During the Past Five Years •Centennial Resource Development Inc. •   Oil States International

Nationality United States of America   SLB Board Committees •   Nominating and Governance, Chair   Other Experience and Education •Former chairman and CEO of two public oil and gas companies •MBA, University of Houston •Bachelor of Science in Petroleum Engineering, University of Pittsburgh •North American energy industry pioneer

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

Relevant Skills and Expertise

Mr. Papa brings decades of experience in the oil and gas industry and a unique insight into the North American market. He is a pioneer in the U.S. shale oil industry and built EOG Resources into one of the most profitable U.S. shale companies. He provides the Board with key insights on the U.S. shale market and Schlumberger’sSLB’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 SchlumbergerSLB in these areas.

Jeff Sheets,

Independent Director

Former EVP and Chief Financial Officer, ConocoPhillips   Director since 2019 Age: 6465   Other Current Public Boards •Enerplus Corporation •Westlake Chemical Corporation   Former Public Directorships Held During the Past Five Years •   None

Nationality United States of America   SLB Board Committees •Compensation, Chair •Audit   Other Experience and Education •MBA, University of Houston •Bachelor of Science in Chemical Engineering, Missouri University of Science and Technology

JEFF SHEETS is the former EVP and Chief Financial Officer of ConocoPhillips Company, a public international oil and gas company, having served in that role from 2010 until his retirement in 2016. Prior to that, Mr. Sheets served at ConocoPhillips and its predecessor companies for more than 36 years in a variety of finance, engineering and strategic planning roles. Since December 2017, Mr. Sheets has served on the board of directors of Enerplus Corporation, a Canadian oil and gas company, where he chairs the audit and risk management committee and is a member of the compensation committee. He also has served since January 2018 on the board of directors of Westlake Chemical Corporation, an international manufacturer and supplier of petrochemicals and related products, where he chairs the nominating and governance committee and is a member of the audit, compensation and corporate risk committees. Mr. Sheets is a member of the Board of Trustees at the Missouri University of Science and Technology.

Relevant Skills and Expertise

Mr. Sheets brings to the Board financial and operational expertise as a former chief financial officer of a large upstream oil and gas company. The Board benefits from Mr. Sheets’ expertise in developing and implementing corporate strategy in the oil and gas industry, as well as his significant finance, capital management and allocation, and mergers and acquisitions experience.

Ulrich Spiesshofer,

Independent Director

Former President and CEO, ABB Ltd.   Director since 2021 Age: 5758   Other Current Public Boards •Infineon Technologies   Former Public Directorships Held During the Past Five Years •None

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

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

Relevant Skills and Expertise

Dr. Spiesshofer brings to the Board more than 30 years of global leadership experience in industries ranging from oil and gas to power and electrification to automation and digitalization. The Board values his industrial sector expertise and his business transformation experience leveraging digital technologies, products and services.

Corporate Governance

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

	Independent Chairman of the Board, separate from CEO
	No staggered board; all directors are elected annually
	Fully independent Audit, Compensation, and Nominating and Governance committees    Newly formed New Energy and Innovation Committee, comprised solely of independent directors, to oversee our energy transition investments and other innovation
	Regular executive sessions of non-employee directors
	Majority vote standard for uncontested director elections
	Annual performance evaluations of Board, its committees, and individual directors
	100% Board attendance in 2021 2022
	Comprehensive risk assessment process designed to identify and manage enterprise-wide risks
	Proactive shareholder engagement

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

Proactive StockholderShareholder Engagement

Our relationship and on-going dialogue with our stockholdersshareholders are important parts of our Board’s corporate governance commitment. Our investor relations, sustainability, legal, and human resources teams engage with stockholdersshareholders throughout the year to seek their views on key matters, and then inform our Board and management about the issues and emerging governance trends that our stockholdersshareholders 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 detail on our engagement with our stockholders in advance of the 2021 AGM,2022 Investors Conference, see “Compensation Discussion and Analysis—Framework for Setting 2021 Executive Compensation—Responsiveness to Stockholder Feedback” beginning“Spotlight on: 2022 Investor Day” on page 368 of this proxy statement.

Independent Chairman of the Board

One of the Board’s key responsibilities is to evaluate and determine an appropriate board leadership structure to provide for independent oversight of SLB 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 even vary for a single company as circumstances change. As a result, our independent directors, upon the recommendation of 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, to allow our CEO to focus on leading the Company’sSLB’s complex international business operations, while the Chairman provides the Board experienced and independent leadership. Mr. Papa currently serves as independent Chairman of the Board, and in that role, sets the agenda for and leads all Board meetings and all executive sessions of the non-employeenon-executive directors.

The Board is currently conducting a search for a director to succeed Mr. Papa as independent chair of the Board. We expect the chair search process to be concluded in 2023 and expect Mr. Papa to retire after an appropriate handover with his successor. We do not expect Mr. Papa to stand for re-election at the Company’s 2024 annual general meeting of shareholders.

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

Board Oversight of Risk Management

The Board and its committees are actively involved in overseeing SLB’s risk management for Schlumberger.management. The full Board routinely assesses the Company’sSLB’s major risks and options for mitigation measures, in order to promote our stockholders’shareholders’ and other stakeholders’ interests in Schlumberger’sSLB’s business continuity, long-term health,resilience, financial strength, and overall success. We believe that our Board composition provides the CompanySLB with robust and well-rounded experience to assist in effective oversight of SchlumbergerSLB management, as discussedreflected on pages 12-13the chart on page 11 of this proxy statement. In addition, the Board delegates to its committees responsibility for overseeing certain types of risk, as reflected in the chart below, and the committees in turn report regularly to the Board on activities in their respective areas of oversight.

Our senior management team has developed a comprehensive strategic planning and enterprise risk management (“ERM”) process for identifying, assessing, and managing risk. Through this process, we identify key risks through an annuala 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 the Company’sSLB’s various geographies, businesses, and functions. In 2021,From time to time, the process also included aincludes third-party assessment by an internationally recognized accounting firm,assessments, external risk surveys, and facilitated workshops with SchlumbergerSLB executives. Our executive leadership team and its ERM and Disclosure Committee report directlyhas established an enterprise risk management committee to our CEOoversee this risk identification process and to monitor the implementation of mitigation processes. Our executive leadership team updates the Board andat least annually present toas risks that could impact the Board a comprehensive report on risk identification, response and mitigation strategies.implementation of the Company’s strategy are identified or evolve.