HALLIBURTON CO
HAL DEF 14A Report ended April 1, 2025
HALLIBURTON CO
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
_____________________________________
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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☐
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Preliminary Proxy Statement
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☐
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1) and 0-11
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To Our Valued
Shareholders
April 1, 2025
Fellow Shareholders:
On behalf of our Board of Directors, management team, and approximately
48,000 e
mployees, thank you for your
investment
in Halliburton.
In 2024, as a result of our clear strategy, collaboration, and focus on execution, we delivered
full-year
total company revenue
o
f $22.9 bill
ion dollars.
Our international business grew for the fourth year in a row wit
h 6% year over year growth. Our North
America business declined 8% year over year,
but outperformed rig count and completion activity
.
Additionally, in line with
our commitment to return cash to shareholders, we distributed approximate
ly $1.6 billion i
n the form of dividends and stock
repurchases
.
Energy plays a critical role in economic growth and prosperity, and in 2024, oil and gas consumption reached record highs.
As we enter
2025
, the fundamentals for our business remain strong. Our team is focused on our strategy to deliver profitable
international growth, maximize value in North America, increase capital efficiency, deploy digital and automation solutions,
and advance cleaner, affordable energy.
Internationally, while the overall market is expected to be flat in
2025
, we have the footprint, leading technology, and clear
strategy that give Halliburton unique opportunities to grow in
2025
and beyond. In North America, our strategy to maximize
value has proven to deliver strong profitability and returns, and our continued investment in technologies that lower total
costs and improve productivity and recovery, coupled with our reliable
execution,
make Halliburton the leader in this market.
Our value proposition – to collaborate and engineer solutions to maximize asset value for our customers – positions us to
capitalize on these opportunities and outpace our competition.
Your vote is important regardless of how many shares you own. We invite you to attend our Annual Meeting on
May
21, 2025
, at our corporate office in Houston, Texas
. Whether or not you are able to join us in person, please review the
proxy materials and vote as soon as possible. You may vote by phone, online, or if you received a paper proxy, through the
mail. See the Notice of Annual Meeting for instructions on how to vote.
On behalf of the Board of Directors, thank you for your confidence in Halliburton.
Sincerely,
Jeffrey A. Miller
Chairman, President and CEO
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Robert A. Malone
Lead Independent Director
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www.halliburton.com
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HALLIBURTON
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2025
Proxy Statement
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iii
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Notice of Annual Meeting
of Shareholders to be held
May 21, 2025
April 1, 2025
Halliburton Company, a Delaware corporation, will hold
its Annual Meeting of Shareholders on Wednesday, May
21, 2025, at 9:00 a.m. Central Daylight Time at its
corporate office at 3000 N. Sam Houston Parkway East,
Life Center Auditorium, Houston, Texas 77032.
At the meeting, the shareholders will be asked to vote
:
1.
To elect the eleven nominees for Director named in the
attached proxy statement to serve for the ensuing year
and until their successors shall be elected and shall
qualify.
2.
To ratify the appointment of KPMG LLP as principal
independent public accountants to examine the
financial statements and books and records of
Halliburton for the year ending December 31,
2025
.
3.
To approve on an advisory basis our executive
compensation.
4.
To transact any other business that properly comes
before the meeting or any adjournment or
adjournments of the meeting.
These items are fully described in the following pages,
which are made a part of this Notice. The Board of Directors
has set the close of busine
ss on
March 24, 2025
, as th
e
record date for the determination of shareholders entitled to
notice of and to vote at the meeting and at any adjournment
of the meeting.
Internet Availability of Proxy Materials
On or about
April 1, 2025
, we mailed our shareholders a
Notice of Internet Availability of Proxy Materials containing
instructions on how to access our
2025
proxy statement and
2024
Annual Report on Form 10-K and how to vote online. If
you received your Annual Meeting materials via e-mail, the
e-mail contains voting instructions and links to the proxy
statement and Form 10-K on the Internet. The notice also
provides instructions on how you can request a paper copy
of these documents if you desire.
If You Plan to Attend
Attendance at the meeting is limited to shareholders
and one guest each. Admission will be on a first-come,
first-served basis. Registration will begin at 8:00 a.m.,
and the meeting will begin at 9:00 a.m. Each
shareholder holding stock in a brokerage account will
need to bring a copy of a brokerage statement
reflecting stock ownership as of the record date. Please
note that you will be asked to present valid picture
iden
tification
, such as a driver’s license or passport,
and you will have a security screening. For security
reasons, you may not bring cameras, recording
equipment, electronic devices, bags, briefcases, or
packages into the meeting.
By order of the Board of Directors
Van H. Beckwith
Executive Vice President, Secretary and Chief Legal
Officer
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You can vote by any of the following methods:
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INTERNET
www.proxyvote.com
until 11:59 p.m.
Eastern Daylight Time
on May 20, 2025
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BY TELEPHONE
until 11:59 p.m.
Eastern Daylight Time
on May 20, 2025
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BY MAIL
Completing, signing, and returning
your proxy or voting instruction card
before May 21, 2025
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IN PERSON
at the Annual Meeting
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The following voting matters are described in this proxy statement.
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Board Vote
Recommendation
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Page
Reference
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FOR
Each Nominee
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FOR
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FOR
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37
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2
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HALLIBURTON
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2025
Proxy Statement
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www.halliburton.com
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Proxy Statement
Summary
This summary highlights information contained elsewhere in this proxy statement or as otherwise noted. This summary does
not contain all of the information that you should consider, and you should read the entire proxy statement carefully before
voting. Page references are supplied to help you find further information in this proxy statement.
2024
Strategic Priorities
As we began
2024
, we identified the following focus areas in our 2023 Form 10-K:
•
International:
Allocate our capital to the highest return
opportunities and increase our international growth in
both onshore and offshore markets.
•
North America:
Maximize value by, among other things,
utilizing our premium low-emissions Zeus electric
fracturing systems, as well as automated and intelligent
fracturing technologies, to drive higher margins through
better pricing and increased efficiency.
•
Digital:
Continue to drive differentiation and efficiencies
through the deployment and integration of digital and
automation technologies, both internally and for our
customers.
•
Capital efficiency:
Maintain our capital expenditures at
approximately 6% of revenue while focusing on
technological advancements and process changes that
reduce our manufacturing and maintenance costs and
improve how we move equipment and respond to market
opportunities.
•
Shareholder returns:
Return over 50% of annual free
cash flow
(1)
to shareholders through dividends and share
repurchases.
•
Sustainability and energy transition:
Continue to:
•
Leverage the participants in Halliburton Labs to gain
insight into developing value chains in the energy mix
transition;
•
Develop and deploy solutions to help lower the carbon
intensity of our customers' businesses;
•
Develop technologies and solutions to lower our
emissions; and
•
Continue to participate in carbon capture, utilization,
and storage, hydrogen, and geothermal projects
globally
.
(1) Management believes that the non-GAAP measure of free cash flow, defined as “operating cash flow” less “capital expenditures” plus “proceeds from the
sale of property, plant, and equipmen
t,”
is an important liquidity measure that is useful to investors and management for assessing the business’s ability to
generate cash.
2024
Performance Overview
(pages 44-46)
Business Highlights
Our success throughout 2024 was a direct result of the hard
work and dedication of our employees with relentless focus
on safety, operational execution, customer collaboration,
and service quality performance. Looking ahead to 2025,
and beyond, we anticipate a rise in global oil and natural
gas demand. The International Energy Agency anticipates
both oil and natural gas demand to continue growing
through 2030, underscoring the continued importance of
both resources in the global energy mix. In addition, we
believe oil supply dynamics have fundamentally changed
due to investor return requirements, regulatory initiatives
adverse to oil and natural
gas
exploration and production,
and initiatives that favor alternative energy. We believe that
despite these changes, increased investment in existing
and new sources of oil and natural gas production is
needed to address the increased demand. This will
necessitate production from conventional and
unconventional, deep-water and shallow-water, and short-
and long-cycle projects. We expect that increased oil and
natural gas production requirements will in turn create
demand for our products and services. Furthermore, easing
inflationary pressures in Organization for Economic Co-
operation countries may lead to central bank rate cuts that
could sustain economic growth.
Additionally
, we expect a
growing global economy combined with rising living
standards in developing nations will increase energy
consumption.
We
expect gas demand should increase over
time by the burgeoning number of data centers, the rise of
artificial intelligence, and the electrification of transportation
and other sectors of the economy. Here are the highlights
for 2024
:
•
Financial:
Our total revenue was flat in 2024 compared
to 2023. Our international revenue increased 6% and our
North America revenue decreased 8% in 2024 compared
to 2023. Overall, our Completion and Production and
Drilling and Evaluation operating segments finished the
year with 20% and 16% operating margins, respectively.
We generated strong cash flows from operations and
repurchased $100 million of debt.
•
Digital:
We incorporated next-generation digital and
automation technologies in certain of our processes to
maximize value and improve efficiency.
•
Capital efficiency:
We advanced technologies and
made strategic choices that kept our capital expenditures
at 6% of revenue,
which matched our target of 5% - 6%
.
•
Shareholder returns:
We returned $1.6 billion of capital
to shareholders through buybacks and dividends, which
is consistent with our capital returns framework.
•
Sustainability and energy transition:
We expanded
Halliburton Labs, our early-stage company accelerator, to
a total of 38 participant and alumni organizations as we
work to reach the future of energy faster
.
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HALLIBURTON
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2025
Proxy Statement
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3
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Our
2025
Board
Nominees
(
pages 16-27)
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Name
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Age
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Occupation
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Abdulaziz F. Al Khayyal
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71
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Former Director and Senior Vice President of Industrial Relations, Saudi Aramco
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William E. Albrecht
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73
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President, Moncrief Energy, LLC
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M. Katherine Banks
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65
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Former President, Texas A&M University
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Alan M. Bennett
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74
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Former President and Chief Executive Officer, H&R Block, Inc.
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Earl M. Cummings
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60
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Managing Partner, MCM Houston Properties, LLC
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Murry S. Gerber
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72
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Former Executive Chairman of the Board, EQT Corporation
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Robert A. Malone
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73
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Executive Chairman, President and Chief Executive Officer, First Sonora
Bancshares, and the First National Bank of Sonora
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Jeffrey A. Miller
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61
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Chairman of the Board, President and Chief Executive Officer, Halliburton Company
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Maurice S. Smith
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53
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President, Chief Executive Officer and Vice Chair, Health Care Service Corporation
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Janet L. Weiss
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61
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Former President, BP Alaska
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Tobi M. Edwards Young
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49
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Senior Vice President of Legal and Chief Corporate Affairs Officer, Cognizant
Technology Solutions
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Size of Board to be Elected
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Non-Management Director Nominees
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11
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91%
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Average Age of Non-Management
Director Nominees
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Average Non-Management
Director Nominee Tenure
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65
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8.3
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Non-Management Director Expertise
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Energy Industry
llllll
llll
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6
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Science/Technology/Engineering
llllll
llll
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6
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International Business
lllllll
lll
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7
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Accounting/Finance
lllllllll
l
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9
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Strategic Planning and Risk
Oversight
llllllllll
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10
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Health, Safety & Environment and
Sustainability
llllllll
ll
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8
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Our
2024
Named Executive Officers
(page 47)
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Name
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Age
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Occupation
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Jeffrey A. Miller
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61
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Chairman, President and Chief Executive Officer
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Eric J. Carre
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59
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Executive Vice President and Chief Financial Officer
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Van H. Beckwith
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60
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Executive Vice President, Secretary and Chief Legal Officer
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Mark J. Richard
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63
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President – Western Hemisphere
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Shannon Slocum
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52
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President – Eastern Hemisphere
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4
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HALLIBURTON
|
2025
Proxy Statement
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www.halliburton.com
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Our Executive Compensation Program
(
pages 47-73)
Objectives
(
page 47)
Our executive compensation program is composed of base salary, a short-term incentive, and long-term incentives and is
designed to achieve the following objectives:
•
Provide a clear and direct relationship between executive
pay and our performance on both a short-term and long-
term basis
;
•
Target market competitive pay levels with a comparator
peer group
;
•
Emphasize operating performance drivers
;
•
Link executive pay to measures that drive shareholder
returns;
•
Support our business strategies
; and
•
Maximize the return on our human resource investment
.
Elements of our Executive Compensation Program for 2024
(
page 48)
Halliburton’s executive compensation program for the 2024 plan year was composed of base salary, a short-term incentive,
and long-term incentives as described below
:
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Reward
Element
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Objective
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Key Features
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How Award Value
is Determined
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2024 Decisions
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FIXED
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Base
Salary
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To compensate
executives based on
their responsibilities,
experience, and
skillset.
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Fixed element of
compensation paid in
cash.
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Benchmarked against
a group of comparably
sized corporations and
industry peers.
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Base salary
determinations varied
by individual as noted
on page 52.
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AT
RISK
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Short-Term
(Annual)
Incentive
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To motivate and
incentivize
performance over a
one-year period.
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Award value and
measures are
reviewed annually.
Targets are set at the
beginning of the
period.
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Performance
measured against:
•
60% NOPAT
•
20% Asset Turns
•
20% Non-Financial
Strategic Metrics
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Award values were
targeted at the market
median for 2024.
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Long-Term
Incentives
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To motivate and
incentivize sustained
performance over the
long-term. Aligns
interests of our NEOs
with long-term
shareholders.
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Value is delivered:
•
70% performance
units measured over
three years (½ in
stock; ½ in cash)
with relative TSR
modifier
•
30% restricted stock
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The 2024 performance
units measured
against ROCE
performance relative
to performance peers
and including a
relative TSR modifier.
Relative ROCE
performance required
for a target PUP
payout is set at the
55th percentile.
Payouts of the primary
metric (relative ROCE)
are capped at target if
average HAL ROCE
for the applicable
three-year
performance period is
negative.
Restricted stock grants
have time-based
vesting and value is
driven by our share
price.
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Award values were
targeted at the market
median for 2024.
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HALLIBURTON
|
2025
Proxy Statement
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5
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Our Year-round Shareholder Engagement
(
page 14)
Through active, two-way dialogue with our shareholders, our Board and management team work diligently to stay informed
regarding our investors’ expectations, gather feedback to inform strategic decision-making, and provide answers to investor
questions about our approach to governance, our oversight of risks, our approach to sustainability, and the design of our
executive compensation program. Some highlights from our shareholder engagement program in the fall of
2024
included:
•
We
offered engagement to and communicated with shareholders representing approxima
tely 52% of our shares as well as
the two largest proxy advisors, Institutional Shareholder Services (ISS) and Glass Lewis. Halliburton hosted video
conferences with eight shareholders who represented 46% of our
shares and proxy advisor Glass Lewis.
•
Participants included Robert A. Malone, Lead Independent Directo
r,
and Halliburton senior management.
•
Our
shareholder presentation
highlighted the latest information about our Board oversight and engagement; our
executive
compensation program; our people; health, safety, and environmental performance and strategies; and our approach to
sustainable energy solutions
.
•
Additio
nally,
as part of our ongoing cadence of shareholder outreach,
our senior management and Investor Relations
team participated in
16 sell-side conferences, three non-deal roadshows, and 278 investor meetings
.
•
Our senior management and Directors presented shareholder feedback to the full Board of Directors for discussion and
consideration.
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6
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HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
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Corporate
Governance
Corporate Governance Guidelines and Committee
Charters
Our Board has long maintained a formal statement of its responsibilities and guidelines to ensure effective governance in all
areas of its responsibilities. Our Corporate Governance Guidelines are available on our website at
www.halliburton.com
by
clicking on the tabs “Investors”, “Company Information”, and then the “Corporate Governance” link. The guidelines are
reviewed periodically and revised as appropriate to reflect the dynamic and evolving processes relating to corporate
governance, including the operation of the Board.
Our current Board structure and governance practices, as specified in those Guidelines and our By-laws, Code of Business
Conduct, and policies and business practices, include the following:
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Annual Election of Directors
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Yes
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Shareholder Called Special Meetings
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Yes
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Mandatory Retirement Age
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75
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Poison Pill
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No
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Majority Voting in Director Elections
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Yes
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Code of Conduct for Directors, Officers, and Employees
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Yes
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Lead Independent Director
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Yes
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Stock Ownership Guidelines for Directors/Officers
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Yes
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Related Persons Transactions Policy
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Yes
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Anti-Hedging and Pledging Policy
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Yes
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Supermajority Voting Threshold for Mergers
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No
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Compensation Recoupment Policy
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Yes
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Proxy Access
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Yes
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Corporate Political Contributions
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No
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Shareholder Action by Written Consent
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Yes
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In order for our shareholders to understand how the Board conducts its affairs in all areas of its responsibility, the full text of
the charters of our Audit; Compensation; Health, Safety and Environment; and Nominating and Corporate Governance
Committees and for our Lead Independent Director are also available on our website.
Information contained on or accessible from our website or any other website is not incorporated by reference into and
should not be considered part of this proxy statement.
Code of Business Conduct
Our Code of Business Conduct, which applies to all of our Directors and employees and serves as the code of ethics for our
principal executive officer, principal financial officer, principal accounting officer or controller, and other persons performing
similar functions, is available on our website. Any waivers to our Code of Business Conduct for our Directors or executive
officers can only be made by our Audit Committee.
There were no waivers of the Code of Business Conduct in
2024
.
Related Persons
Transactions Policy
Our Board has adopted a written policy governing related persons transactions as part of the Board’s commitment to good
governance and independent oversight. The policy covers transactions involving any of our Directors, executive officers,
nominees for Director, greater than 5% shareholders, or any of their immediate family members, among others.
The types of transactions covered by this policy are transactions, arrangements, or relationships, or any series of similar
transactions, arrangements, or relationships, including any indebtedness or guarantee of indebtedness, in which (i) we or
any of our subsidiaries were or will be a participant, (ii) the aggregate amount involved exceeds $120,000 in any calendar
year, and (iii) any related person had, has, or will have a direct or indirect material interest.
Under the policy, we generally only enter into or ratify related persons transactions when the Audit Committee determines
such transactions are in our best interests and the best interests of our shareholders. In determining whether to approve or
ratify a related persons transaction, the Audit Committee will consider the following factors and other factors it deems
appropriate:
•
whether the related persons transaction is on terms comparable to terms generally available with an unaffiliated third party
under the same or similar circumstances;
•
the benefits of the transaction to the Company;
•
the extent of the related person’s interest in the transaction; and
•
whether there are alternative sources for the subject matter of the transaction.
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HALLIBURTON
|
2025
Proxy Statement
|
7
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Insider
Trading
Policies
The Company
maintains polices
titled "
Use of Material Nonpublic Information, Securities Trading Windows, and Hedging
and Pledging of Company Securities"
and "
Securities Trading of Company Securities by the Company"
governing the
purchase, sale, and other dispositions of Halliburton securities by Directors, officers, employees, or the Company itself that
are reasonably designed to promote compliance with insider trading laws, rules, and regulations of the U.S. Securities and
Exchange Commission, and the New York Stock Exchange listing standards applicable to the Company. Copies of these
policies were filed as Exhibit 19.1 and 19.2 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2024.
The Board of Directors
and Standing
Committees of Directors
The Board has the following standing Committees: Audit; Compensation; Health, Safety and Environment; and Nominating
and Corporate Governance. Each standing Committee is comprised of Directors who, in the business judgment of the
Board, are independent, after considering all relevant facts and circumstances, including the independence standards set
forth in our Corporate Governance Guidelines.
Our Corporate Governance Guidelines provide that the independence of each Director will be determined by the Board in
the exercise of its business judgment and considering the applicable rules and regulations of the Securities and Exchange
Commission, or SEC, and the New York Stock Exchange, or NYSE.
In connection with its independence determination, the Board considered that we utilize health insurance services of Blue
Cross Blue Shield, a subsidiary of Health Care Service Corporation in the ordinary course of business, of which Mr. Smith is
the President, CEO, and Vice Chair. The Board concluded that the relationship was not material and did not affect the
independence of Mr. Smith.
Board Leadership
Our Board believes that it is important to maintain flexibility to determine the appropriate leadership of the Board and
whether the roles of Chairman and Chief Executive Officer should be combined or separate. Our Corporate Governance
Guidelines provide that the Board consider annually whether it is appropriate for the same individual to fill both of those
roles. When making that determination, the Board considers issues such as industry and financial expertise, in-depth
knowledge of Halliburton and its business, and succession planning. In
2024
, the
Board evaluated and decided that a
combined leadership role would continue to best serve the Company and its shareholders. The Board believes that Jeffrey
A. Miller, our Chairman, President and Chief Executive Officer, with his industry expertise, financial expertise, and in-depth
knowledge of Halliburton and its business, is the correct person to fill both roles. The Board also believes that Mr. Miller is
best suited to lead the Board’s discussion and evaluation of the Company’s business, financial, and health, safety,
environment, and sustainability strategy and performance. With the exception of Mr. Miller, the Board is composed of
independent Directors.
In the Board’s consideration of the appropriate leadership structure, independence and objectivity are
a primary area of
focus, and is supported by t
he appointment of a Lead Independent Director
whose role and responsibilities are set forth in
the Lead
Independent Director Charter
adopted by the Board. Robert A. Malone is our Lead Independent Director. The Lead
Independent Director’s responsibilities include the following:
|
liaises between the independent Directors and the
Chairman
|
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participates in shareholder engagement
|
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approves agendas for Board meetings and ensures the
agendas provide opportunities for the Board to provide
input on the Company’s business strategy and
management’s execution of that strategy
|
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advises management on and approves information
sent to the Board and approves schedules for meetings
of the Board
|
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presides over meetings and executive sessions of the
independent Directors
|
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authorizes the retention of outside advisors and
consultants who report directly to the Board
|
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leads the Board’s annual evaluation of the Chief
Executive Officer
|
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schedules meetings of the independent Directors as
appropriate
|
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participates in efforts to identify and recruit candidates
for Board membership
|
|
Our Lead Independent Director Charter is available on our website at
www.halliburton.com
.
|
8
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HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Board and Committee Oversight
Governance and Sustainability Oversight
The Halliburton Board of Directors Nominating and Corporate Governance Committee conducts general oversight for
governance and sustainability. However, each Board Committee is responsible for different aspects of oversight (as outlined
in each Committee’s charter).
By regularly engaging with shareholders and other outside experts, the Board can more effectively prioritize relevant
governance and sustainability matters in the Company’s overall corporate strategy. At least twice annually, the Board
engages with shareholders to hear their perspectives and feedback. The Board also prioritizes these matters at each
meeting through set agenda items. Shareholders have endorsed this oversight structure and other governance
enhancements.
The following chart
details th
e prim
ary oversight res
ponsibiliti
es held by each
of
Halliburt
on’s Board Committees:
|
Board of Directors
|
||||||
|
q
|
q
|
q
|
q
|
|||
|
Nominating and Corporate
Governance Committee
|
Audit
Committee
|
Health, Safety and
Environment Committee
|
Compensation
Committee
|
|||
|
•
Overall sustainability
•
Corporate Governance
Guidelines
•
Director self-evaluation
process and performance
reviews
•
Board refreshment
•
Board’s mix of skills,
characteristics,
experience, and expertise
•
Director compensation
•
Management succession
planning
•
Political and lobbying
spending
|
|
•
Principal independent
public accountants
•
Internal Assurance
Services and the Ethics
and Compliance group
•
Financial statements
and accounting systems
and controls
•
Enterprise risk, including
information security and
cybersecurity*
•
Control structure for
externally reported non-
financial metrics
|
|
•
HSE matters and
sustainability
•
HSE risk-management
processes
•
HSE performance
•
Environmental impact,
including climate matters
|
|
•
Overall executive
compensation program
•
Effectiveness of
compensation program
to attract, retain, and
motivate Section 16
officers
•
Pay and incentive plans
metrics, including Non-
Financial Strategic
Metrics
|
*
The Board of Directors receives quarterly cybersecurity updates.
The Board believes that it has a strong governance structure in place to ensure independent oversight on behalf of all
shareholders. All standing Committees of the Board are comprised solely of independent Directors. Below is a discussion of
some of these areas of oversight.
Political and Lobbying Spending
The Nominating and Corporate Governance Committee is responsible for oversight, review, and approval of political
engagements such as Halliburton’s lobbying activities, payments to trade associations, and political expenditures, as
provided by the
Halliburton Policies for Political Engagement
, which also provides a comprehensive overview of the political
activity we engaged in this year. The report is available on our website at
www.halliburton.com
.
Notable highlights from this report include:
•
Zero corporate contributions made directly to political parties or candidates.
•
Zero corporate contributions used to support ballot measures.
•
Prohibitions against using corporate funds to contribute to 527 and 501(c)(4) organizations.
•
Board oversight of the Company’s strategy for political engagement, including oversight of political spending and lobbying.
|
HALLIBURTON
|
2025
Proxy Statement
|
9
|
|||
In
2024
, Halliburton scored a
91 on
the CPA-Zicklin Index
with a raw score of 64 points. A score of 90 or above indicates
robust disclosure and oversight and classifies a company as a Trendsetter, a status Halliburton first obtained in 2022 and
has maintained since
. W
e are the only oilfield services company currently classified as a CPA-Zicklin Index Trendsetter.
Enterprise Risk Management
Our Enterprise Risk Management (ERM) program identifies and analyzes enterprise-level risks and their potential impact on
our business. The objectives of our ERM program are to:
•
increase the probability of achieving higher returns on capital and reducing cash flow volatility by identifying:
•
current and developing risks; and
•
significant controls and potential gaps related to identified risks;
•
ensure that our key risks are being effectively managed; and
•
ensure that our compensation policies incentivize management actions that both drive our strategy and manage risks
prudently.
Our internal processes to identify and manage risks include our Code of Business Conduct; extensive policies and business
practices; financial controls; internal assurance audits of our internal controls and health, safety, environment, and
sustainability; the activities of the Ethics and Compliance group of the Law Department; and our ERM program.
The Audit Committee receives an annual ERM report on risk assessment and risk management in which risks are identified
and assigned a significance rating based on potential consequences of the risk, the likelihood of occurrence, and mitigation
preparedness.
Our Chief Executive Officer, who is primarily responsible for managing our day-to-day business, is ultimately responsible to
the Board for all risk categories. Our executive officers have responsibility for the various risk categories. The Board has
delegated to its Committees the responsibility to monitor certain risks and receive regular updates on those risks.
Cybersecurity
Global attacks on corporate Information Technology and Operational Technology are increasingly frequent and
sophisticated. Halliburton takes every threat to cybersecurity seriously. We invest significant resources in protecting
Company systems and data, and do so in alignment with industry standards, including the National Institute of Standards
and Technology (NIST) Cyber Security Framework, NIST 800-53, NIST 800-82, and International Electrotechnical
Commission 62443.
Halliburton’s Board of Directors receives an update on cybersecurity duri
ng each of its quarterly meetings.
This update
includes metrics on the effectiveness of technical and human security controls, cybersecurity training program compliance,
internal and third-party cybersecurity incidents, and cybersecurity risks. In addition, the Audit Committee receives a detailed
update annually which includes in-depth updates on Halliburton’s cybersecurity program and strategy, including
cybersecurity risks.
In the event of a cybersecurity incident, our Board and management team maintain a cyber risk management program
designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. In addition, we have an Incident
Response Plan that defines procedures for assessing, identifying, and managing a cybersecurity incident. We have
experienced cybersecurity incidents and attempted breaches in the past, one of which resulted in an unauthorized third party
gaining access to certain of our systems and exfiltrating information from those systems, which we determined was a
material event as previously disclosed in a Form 8-K we filed with the SEC on September 3, 2024. The Board and the Audit
Committee provided oversight throughout the incident and in post-incident evaluation of the Company response
.
|
10
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Members of the
Committees
of Our Board of Directors
|
Name
|
|
Audit
Committee
|
|
Compensation
Committee
|
|
Health, Safety and
Environment Committee
|
|
Nominating and Corporate
Governance Committee
|
|
Abdulaziz F. Al Khayyal
|
|
|
||||||
|
William E. Albrecht
|
|
|||||||
|
M. Katherine Banks
|
|
|
||||||
|
Alan M. Bennett
|
|
|
||||||
|
Earl M. Cummings*
|
|
|||||||
|
Murry S. Gerber
|
|
|
||||||
|
Robert A. Malone
|
|
|
||||||
|
Jeffrey A. Miller
|
||||||||
|
Maurice S. Smith
|
|
|
||||||
|
Janet L. Weiss
|
|
|
||||||
|
Tobi M. Edwards Young
|
|
|||||||
|
Bhavesh V. Patel**
|
|
|
|
Chair
|
|
Member
|
*
As part of the Board's succession management process, M
r. Cummings was elected to serve as Audit Committee chair at the
February 2025 Board meeting, replacing Mr. Bennett, who will reach mandatory retirement next year.
**
Mr. Patel will retire early from the Halliburton Board of Directors immediately prior to the 2025 Annual Meeting of Shareholders.
The Board has determined that all members of the Audit Committee are independent under our Corporate Governance
Guidelines.
The Board has determined that
Alan M. Bennett,
Earl M. Cu
mmings, Murry S. Gerber, and Bhavesh V. Patel are
“Audit Committee financial experts” as defined by the SEC
.
Board Attendance
During
2024
, the Board held 7
meetings
and met in executive session of the independent Directors, without management
present, on 4 occasions. Committee meetings were held as follows:
|
Audit Committee
|
10
|
|
Compensation Committee
|
5
|
|
Health, Safety and Environment Committee
|
4
|
|
Nominating and Corporate Governance Committee
|
6
|
All members of the Board attended at
least 94% o
f the total number of meetings of the Board and the Committees on which
he or she served during the last fiscal year,
with the exception of Mr. Carroll who retired immediately prior to the 2024 Annual
Meeting of Shareholders, and thu
s attended less than 75% of th
e total number of meetings for the Board and Committees
on which he served.
All of our Directors
attended the
2024
Annual Meeting,
as required by our Corporate Governance Guidelines.
|
HALLIBURTON
|
2025
Proxy Statement
|
11
|
|||
Evaluation of Board and Director Performance
The Board believes that a rigorous evaluation process is an essential component of strong corporate governance practices.
The Nominating and Corporate Governance Committee annually conducts a four-part evaluation process to evaluate Board
effectiveness and aid in succession planning.
|
PROCESS REVIEW
|
The Nominating and Corporate Governance Committee reviews and approves the process to
evaluate the performance of the Board, its four standing Committees (Audit; Compensation;
Health, Safety and Environment; and Nominating and Corporate Governance), and each
individual Director. The Committee also approves a Director qualifications and experience
survey.
Questionnaires and the survey are distributed through a web-based platform. This process
encourages candid responses from our Directors and promotes productive discussions.
|
||
|
EVALUATION
|
Each Director completes written questionnaires designed to gather suggestions to improve
Board, Committee, and Director performance and effectiveness and to identify opportunities
for change. The questionnaires solicit feedback on a range of issues, including:
|
|||
|
•
Board operations
•
Succession planning
•
Committee composition, processes, and
responsibilities
•
Information sharing with and from
management
•
Overall Board dynamics
|
•
Director preparation, participation, and
contribution
•
Alignment of skills and characteristics to
business needs and strategy
•
Leadership
•
Agenda topics
|
|||
|
|
The qualifications and experience survey identifies individual skills and expertise of each
non-management Director.
|
|||
|
ANALYSIS
|
The Lead Independent Director reviews the completed questionnaires and provides a
summary to the Board. We then update our qualifications and experience matrix based on
the survey responses and feedback, with a focus on optimizing the range and depth of
perspectives and experiences necessary to oversee the relevant opportunities, strategies,
and risks of the Company. Through this process the Board identifies the skills and expertise
desirable for future Director candidates.
|
|||
|
|
||||
|
ACTIONS TAKEN
|
The Nominating and Corporate Governance Chair reports to the Board on the results of the
entire process. If warranted, the Chair of the Nominating and Corporate Governance
Committee or the Lead Independent Director engage in discussions with individual Board
members about their performance. This year, the Board held a discussion of the Board’s
processes and the evaluation results. The Directors concluded that the Board and its
Committees are functioning well.
|
|||
Shareholder Nominations of Directors
Our
By-laws provide
that shareholders may nominate persons for election to the Board at a meeting of shareholders.
Shareholder nominations require written notice to the Corporate Secretary at the address of our principal executive office set
forth on
pag
e 83 of this proxy statement, and for the
2026
Annual Meeting of Shareholders, must be received not less than
90 days nor more than 120 days prior to t
he anniversary date of the
2025
Annual Meeting of Shareholders, or no later than
February 20, 2026
, and no earlier than
January 21, 2026
. The shareholder notice must contain, among other things, certain
information relating to the shareholder and the proposed nominee as described in our By-laws. In addition, the proposed
nominee may be required to furnish other information as we may reasonably require to determine the eligibility of the
proposed nominee to serve as a Director.
Our By-laws also provide for proxy access for shareholder nominations of Directors. The provision permits up to
20 shareholders owning 3% or
more of our outstanding common stock continuously for at least three years to nominate and
include in our proxy materials for a meeting of shareholders up to two Directors or 20% of the Board, whichever is greater,
provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the By-laws.
|
12
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Qualifications of Directors
Candidates nominated for election or re-election to the Board should possess the following qualifications:
•
Personal characteristics:
•
high personal and professional ethics, integrity, and values;
•
an inquiring and independent mind; and
•
practical wisdom and mature judgment;
•
Broad training and experience at the policy-making level in business, government, education, or technology;
•
Expertise that is useful to the Company and complementary to the background and experience of other Board members,
so that an optimum balance of experience and expertise of members of the Board can be achieved and maintained;
•
Willingness to devote the required amount of time to carry out the duties and responsibilities of Board membership;
•
Commitment to serve on the Board for several years to develop knowledge about our business;
•
Willingness to represent the best interests of all of our shareholders and objectively evaluate management performance;
and
•
Involvement only in activities or interests that do not create a conflict with the Director’s responsibilities to the Company
and its shareholders.
The Nominating and Corporate Governance Committee is responsible for assessing the appropriate mix of skills and
characteristics required of Board members and periodically reviews and updates the criteria. In selecting Director nominees,
the Board considers the personal characteristics, experience, and other criteria as set forth in our Corporate Governance
Guidelines, as well as the Company’s specific needs and the needs of our Board at the time.
Board Refreshment
The Board of Directors is responsible for filling Board vacancies when they occur, and for making sure regular Board
refreshment occurs. The Company’s Corporate Governance Guidelines stipulate that each non-management Director shall
retire from the Board immediately prior to the annual shareholder meeting that follow
s their 75
th
birthday.
The Board has delegated to the Nominating and Corporate Governance Committee the duty to select and recommend new
candidates for approval. When called upon to fill a vacancy, this Committee considers all recommended candidates, and
may retain an independent executive search firm to assist with candidate selection and review.
The Nominating and Corporate Governance Committee conducts an annual review of the overall composition of the Board
to determine whether the current non-management Directors collectively represent an appropriate mix of experience,
backgrounds, and expertise. Determination of expertise includes consideration of the following, among other factors: public
company leadership, including C-suite experience; oil and natural gas experience, manufacturing, engineering, or
technology experience; and experience relating to health, safety, the environment, and sustainability.
|
HALLIBURTON
|
2025
Proxy Statement
|
13
|
|||
|
The Board Refreshment Process
|
||||||||
|
STEP 1
|
u
|
STEP 2
|
u
|
STEP 3
|
u
|
STEP 4
|
u
|
STEP 5
|
|
The Board
considers whether
adding additional
members to the
Board would
enhance the
Board’s oversight,
experience,
breadth of
backgrounds,
geographic reach,
and other
attributes. The
Board and
management
engage in an effort
to search for
qualified
candidates,
including through
searches and
referrals, and by
studying possible
areas for additional
expertise.
|
The Nominating
and Corporate
Governance
Committee
considers the
candidates
recommended for
Board
membership by
Board members,
management, and
shareholders.
|
Candidates’
qualifications are
reviewed using the
Board’s
membership
criteria, which
includes review of
a candidate’s
experience,
expertise,
personal
background, and
other factors to
discern whether
the candidate will
contribute desired
skills and
expertise.
|
Committee
members, other
Board members,
and management
interview
candidate(s).
|
The Nominating
and Corporate
Governance
Committee makes
a recommendation
of Director
nominees who are
best qualified to
serve the interests
of Halliburton’s
shareholders and
possess skills and
expertise that
strengthen our
Board.
|
||||
The Nominating and Corporate Governance Committee will consider candidates for Board membership recommended by
Board members, our management, and shareholders. The Committee may also retain an independent executive search firm
to identify candidates for consideration and to gather additional information about the candidate’s background, experience,
and reputation. A shareholder who wishes to recommend a candidate should notify our Corporate Secretary.
In anticipation of upcoming mandatory Director age retirements, our Board refreshment journey includes the enhancement
of our Board over the last several years with the addition of seven D
irectors,
each of whom provide a variety of experiences
and expertise to the Board. For example, Ms. Weiss and Mr. Smith joined the Board in 2023. Ms. Weiss contributes
substantial global, multinational experience in the oil and natural gas industry. As a CEO, Mr. Smith brings deep expertise in
setting and executing long-term corporate strategy, identifying and implementing important growth initiatives, and overseeing
financial operations and activities. With several of our Directors reaching mandatory retirement age, the Board continually
evaluates whether additional Directors would enhance the Board's oversight, experience, breadth, and other attributes.
Further,
the addition of new Directors, prior to Director retirements, presents an opportunity for those Directors to learn key
positions before the retiring Director's departure.
|
14
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Shareholder Engagement
Halliburton’s Board values continuous improvement. We prioritize regular engagement with our shareholders through
consistent, open dialogue that helps us gather valuable feedback and ensures we are aware of investor viewpoints.
During the fall of
2024
, we participated in off-season investor meetings to better understand our shareholder priorities and
concerns prior to the proxy voting season. We offered to engage with our largest shareholders, as well as several others
who had contacted Halliburton.
We offered
engagement
to and communicated with shareholders repres
enting approxi
mately
52% of our shares as well as the two largest shareholder proxy advisors
, Institutional Shareholder Services (ISS) and Glass
Lewis. As a result of this outreach, we hosted video-conferences with eight shareholders who represented approximately
46% o
f o
ur shares and proxy advisor Glass Lewis.
These meetings included conversations with Robert A. Malone (Lead
Independent Director) and Halliburton senior management. ISS indicated they did not have any overriding questions or
concerns and opted to pass on fall 2024 engagement.
We provided our shareholder presentation to all of our largest shareholders and others who contacted Halliburton, even if
they were unable to participate in a video call.
Our
2024
updates to these materials
highlight the latest information about our
Board oversight and engagement; our executive compensation program; our people; health, safety, and environmental
performance and strategies; and our approach to sustainable energy solutions
.
We also offered to follow up to discuss any
questions or concerns. Our aim is to provide all shareholders the opportunity to communicate their expectations and stay
abreast of our activities, regardless of whether they are able to attend a formal meeting.
In addition to providing an off-season investor engagement program, we solicited additional shareholder feedback with our
annual and quarterly reporting, earnings conference calls, and investor meetings. We also conducted outreach to investment
research analysts and other parties who are not shareholders, but who have interest in and offer feedback about
Halliburton's activities. As part of these campaigns, Halliburton’s senior management and Investor Relations team hosted
regular meetings and conference calls. In
2024
, we participated in
16 sell-side conferences, three non-deal roadshows, and
278 investor meetings
.
Our senior management and Directors presented shareholder feedback to the full Board of Directors for discussion and
consideration as part of its oversight responsibility.
Communication to the Board
To foster better communication from our shareholders and other interested persons, we maintain a process for shareholders
and others to communicate with the Audit Committee and the Board. The process has been approved by both the Audit
Committee and the Board and meets the requirements of the NYSE and SEC. The methods of communication with the
Board include telephone, mail, and e-mail.
|
888.312.2692
or
770.613.6348
|
|
Board of Directors
c/o Code of Business Conduct
Halliburton Company
P.O. Box 2625
Houston, TX 77252-2625
USA
|
|
BoardofDirectors@halliburton.com
|
Our compliance team
reviews all communications directed to the Audit Committee and the Board. The Audit Committee is
promptly notified of any substantive communication involving accounting, internal accounting controls, or auditing matters.
The Lead Independent Director is promptly notified of any other significant communication, and any Board-related matters
which are addressed to a named Director are promptly sent to that Director. Copies of all communications are available for
review by any Director. Communications may be made anonymously or confidentially. Confidentiality shall be maintained
unless disclosure is:
•
required or advisable in connection with any governmental investigation or report;
•
in the interests of Halliburton, consistent with the goals of our Code of Business Conduct; or
•
required or advisable in our legal defense of a matter.
Information regarding these methods of communication is also on our website at
www.halliburton.com
.
|
HALLIBURTON
|
2025
Proxy Statement
|
15
|
|||
Proposal No. 1
Election of Directors
In considering whether a current Director should be nominated for election as a Director, the Nominating and Corporate
Governance Committee and the Board considered, among other matters, the expertise and experience of the Director; the
annual performance evaluation of the Director; the Director’s attendance at, preparation for, and engagement in Board and
Committee meetings; the experience of the Board; the tenure of the Director; and the overall distribution of tenure among
Directors to ensure sufficient experience with the Company’s operations, performance, technology, and cycles of the
industry. Qualifications and experiences of our Directors are provided under Information about Nominees for Director.
|
AFTER CONSULTATION WITH THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, THE BOARD
OF DIRECTORS RECOMMENDS A
VOTE FOR
THE ELECTION OF EACH OF THE DIRECTOR NOMINEES
LISTED UNDER INFORMATION ABOUT NOMINEES FOR DIRECTOR.
|
The
eleven
nominees are all current Directors. If any nominee is unwilling or unable to serve, favorable and uninstructed
proxies will be voted for a substitute nominee designated by the Board. If a suitable substitute is not available, the Board will
reduce the number of Directors to be elected. Each nominee has indicated approval of his or her nomination and his or her
willingness to serve if elected. The Directors elected will serve for the ensuing year and until their successors are elected
and qualify.
|
16
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Al Khayyal
Albrecht
Bennett
Cummings
Gerber
Malone
Smith
Weiss
Young
Banks
BOARD COMPOSITION
The Halliburton
Board of Directors represent an appropriate mix of experience and expertise. Determination of expertise
includes consideration of the following, among other factors: public company leadership, including C-Suite experience; oil
and natural gas experience; manufacturing, engineering, or technology experience; and experience relating to
hea
lth,
safety
,
the
environment, and sustainability.
|
91%
|
8.3
|
||
|
Independence
|
Average Non-Management Director Tenure
|
||
|
NON-MANAGEMENT DIRECTOR QUALIFICATIONS AND EXPERIENCE
|
|||
|
STRATEGIC SKILLS
|
|||||||||||
|
Energy Industry Including Oil and Gas
|
●
|
●
|
●
|
●
|
●
|
●
|
||||
|
Science, Technology, and Engineering
|
●
|
●
|
●
|
●
|
●
|
●
|
|||||
|
Health, Safety, and Environment and
Sustainability
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
||
|
Strategic Planning and Risk Oversight
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
|
|
International Business
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
||||
|
CORE SKILLS
|
|||||||||||
|
Corporate Governance, Legal, Compliance
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
||
|
Accounting/Finance
|
●
|
●
|
●
|
●
|
●
|
●
|
|||||
|
Information Technology and Cybersecurity
|
●
|
●
|
●
|
●
|
●
|
||||||
|
Senior Executive Experience & Board and
Committee Leadership Experience
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
|
|
People and Talent Management
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
●
|
|
|
DEMOGRAPHICS
|
|||||||||||
|
Black/African American
|
●
|
●
|
|||||||||
|
White/Caucasian
|
●
|
●
|
●
|
●
|
●
|
●
|
|||||
|
Middle Eastern
|
●
|
||||||||||
|
Native American
|
●
|
||||||||||
|
GENDER
|
M
|
M
|
F
|
M
|
M
|
M
|
M
|
M
|
F
|
F
|
|
|
TENURE
|
10
|
9
|
6
|
19
|
3
|
13
|
16
|
2
|
2
|
3
|
|
|
Financial Expert
|
|
HALLIBURTON
|
2025
Proxy Statement
|
17
|
|||
Information about Nominees for
Director
|
Abdulaziz F. Al Khayyal
Former Director and Senior Vice
President of Industrial Relations,
Saudi Aramco
INDEPENDENT
Age:
71
Director Since:
2014
Halliburton Committees
•
Audit
•
Health, Safety and Environment
|
Current Public Company Directorships
•
Marathon Petroleum Corporation
(since 2016)
Former Public Company Directorships
(within last five years):
•
None
Other Directorships and Memberships
•
Chairman, National Gas &
Industrialization Company, Saudi
Arabia
|
Mr. Al Khayyal
has exceptional knowledge of the energy industry, including significant international experience, a thorough
understanding of the geopolitics of the oil and natural gas business, and executive experience with the world’s largest
producer of crude oil. Mr. Al Khayyal retired from a senior leadership role at Saudi Aramco in 2014 after more than three
decades of service.
Skills and qualifications
Energy Industry, International Business, Strategic Planning:
Mr. Al Khayyal is the retired director and Senior Vice
President of Industrial Relations of Saudi Aramco. He held multiple senior roles of increasing responsibility during his career
at Saudi Aramco, spanning from 1981 to 2014, including Senior Vice President, Refining, Marketing and International, and
Vice President, Corporate Planning. He worked across many facets of the company, including leadership roles in sales and
marketing, human resources, corporate planning, and international operations. Mr. Al Khayyal had responsibility or worked
for assets and facilities around the globe, including in Saudi Arabia and the Middle East, the United States, South Korea,
and the Philippines.
Technology/Engineering:
Mr. Al Khayyal served in several engineering assignments early in his Saudi Aramco career and
worked in several midstream and downstream positions. In addition to his 33-year career at Saudi Aramco, Mr. Al Khayyal
attended University of California, Irvine, where he received his Bachelor of Science degree in mechanical engineering and
an MBA.
Health, Safety & Environment and Sustainability:
Mr. Al Khayyal held a wide range of managerial positions in oil and
natural gas operations and maintenance, including as Saudi Aramco’s Senior Vice President, International Operations. While
in this role, he oversaw the daily operations including environmental, safety, and security concerns for 50,000 employees
across the Saudi Aramco organization. This extensive, directly applicable industry expertise brings important context and
perspectives to the work of our Health, Safety and Environment Committee.
Human Resources/Compensation:
As Director of Personnel and later VP of Human Resources for three years at Saudi
Aramco, Mr. Al Khayyal was responsible for recruitment, hiring, training, benefits and compensation practices, and policies
and procedures across its global workforce. He led the initiative to form a medical joint venture with Johns Hopkins to
manage healthcare needs for Saudi Aramco’s 350,000 employees and dependents.
Legal/Regulatory/Public Policy:
Mr. Al Khayyal currently serves as a board member for Marathon Petroleum and is
Vice
Chair of the
Sustainability
and Public Policy Committee. As Senior Vice President of Industrial Relations, he had direct
oversight of Saudi Aramco’s global government relations efforts.
|
18
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
|
|
William E. Albrecht
President, Moncrief Energy, LLC
INDEPENDENT
Age:
73
Director Since:
2016
Halliburton Committees
•
Health, Safety and
Environment (Chair)
•
Compensation
|
|
Current Public Company Directorships
•
Chairman of the Board, Vital Energy
(formerly Laredo Petroleum Inc.)
(since 2020)
Former Public Company Directorships
(within last five years):
•
Chairman of the Board, California
Resources Corporation (2014-2020)
•
Lead Independent Director, Valaris Inc.
(2019-2021)
Other Directorships and Memberships
•
Director, Terra Energy Partners
•
Director Certified, National Association
of Corporate Directors
•
Board Leadership Fellow, National
Association of Corporate Directors
|
Mr. Albrecht
has extensive experience in the oil and natural gas industry and executive experience with
a public oil and
natural gas exploration and production company and an international offshore drilling company. As the President of an
independent oil and natural gas company, he has deep knowledge of the current dynamics in the U.S. oil and natural gas
industry. Additionally, Mr. Albrecht’s expertise in the field of engineering gives him technical understanding of Halliburton’s
products, services, and customers.
Skills and qualifications
Energy Industry, International Business, Strategic Planning:
Mr. Albrecht has spent more than 40 years in leadership
positions in the domestic oil and natural gas industry. Since 2021, he has been the President of Moncrief Energy. Previously,
Mr. Albrecht was Chairman of the Board of California Resources Corporation (CRC), an independent oil and natural gas
company. He worked as Vice President at Occidental Petroleum and as President of Oxy Oil & Gas, Americas. At Oxy, Mr.
Albrecht had managerial oversight of its upstream assets. Prior to Oxy, Mr. Albrecht was an executive officer for domestic
energy producer EOG Resources and a petroleum engineer for Tenneco Oil Company. Mr. Albrecht holds a Master of
Science degree in systems management from the University of Southern California and a Bachelor of Science degree in
engineering from the United States Military Academy.
Accounting/Finance:
Over multiple decades in oil and natural gas industry leadership roles, Mr. Albrecht has led
development and acquisition efforts at companies including Kelley Oil & Gas Corp., Contour Energy, EOG Resources, and
Occidental Petroleum. His responsibilities have included oversight and active engagement in accounting and finance
matters at each assignment.
Health, Safety & Environment and Sustainability:
As a petroleum engineer for Tenneco Oil Company, Mr. Albrecht had
hands-on experience in health, safety, environmenta
l (HSE),
an
d
sustainability efforts and knows what it takes to maintain a
safe and sustainable workplace. As President of Oxy Oil and Gas USA and later President of Oxy Oil and Gas Americas, Mr.
Albrecht provided leadership and oversight on Oxy HSE performance and continuous improvement efforts.
Mergers & Acquisitions:
Mr. Albrecht oversees strategy at Moncrief Energy. At EOG Resources, he served as Vice
President of Acquisitions and Engineering, where he had responsibility for acquisitions, divestitures, and the annual SEC
year-end reserves report. As Chairman of the Board of Rowan Companies, Mr. Albrecht oversaw the 2018 merger of Rowan
and Ensco. As Chairman of the Board at CRC, he oversaw asset acquisitions such as the 2018 Elk Hills oil field purchase
from Chevron.
Human Resources/Compensation:
As Chairman of the Board of CRC and as President of Moncrief Energy, Mr. Albrecht
gained significant industry experience regarding compensation and HR matters, such as recruitment and hiring, benefits,
and training.
|
HALLIBURTON
|
2025
Proxy Statement
|
19
|
|||
|
M. Katherine Banks
Former President, Texas A&M
University
INDEPENDENT
Age:
65
Director Since:
2019
Halliburton Committees
•
Health, Safety and
Environment
•
Nominating and Corporate
Governance
|
Current Public Company Directorships
•
Peabody Energy (since 2023)
Former Public Company Directorships
(within last five years):
•
None
Other Directorships and Memberships
•
Elected Fellow of the American Society
of Engineers
•
National Academy of Engineering
•
Board member, Triad National Security
|
Dr. Banks
has significant experience in engineering, technology, and academia, and she brings unique expertise in
scientific lab management, safety, and nuclear security. Before retiring in 2023, Dr. Banks served as President of Texas A&M
University. She also served as Vice Chancellor of National Laboratories and National Security Strategic Initiatives for the
Texas A&M University System, where she provided oversight of the Los Alamos National Laboratory contract and the
George H.W. Bush Combat Development Complex at the RELLIS campus.
Skills and qualifications
Strategic Planning:
Dr. Banks has over 30 years of experience in academia and served as President of Texas A&M
University, one of the largest U.S. universities with more than 72,000 students and 10,000 faculty and staff members. Prior
to becoming President, she served as the Dean of the College of Engineering for nine years at Texas A&M and Head of the
School of Civil Engineering at Purdue University. As governments and industries consider alternative forms of energy and as
service companies consider additional products and services for emerging and alternative energy sources, Dr. Banks’
experience with engineering, technology, and nuclear security provides strategic insight into future opportunities.
Technology/Engineering, Energy Industry:
Dr. Banks’ technical training includes a Bachelor of Science degree in
environmental engineering from the University of Florida, a Master of Science degree in environmental engineering from the
University of North Carolina, and a Doctoral degree in civil and environmental engineering from Duke University. She has
held numerous leadership positions in engineering schools, including serving as Vice Chancellor of Engineering and Dean of
Texas A&M’s College of Engineering. Dr. Banks is an Elected Fellow of the American Society of Civil Engineers and was
elected to the National Academy of Engineering. In addition to her leadership positions and national recognition in the field of
engineering, she received Oil and Gas Investor’s 25 Influential Women in Energy Pinnacle Award in 2021.
Human Resources and Compensation:
Given Halliburton’s focus on developing talent, Dr. Banks’ knowledge of the
American academic system is highly valuable to the Board’s discussions of talent recruitment, retention, and development.
Health, Safety & Environment and Sustainability:
At Texas A&M, Dr. Banks helped establish the EnMed program, an
innovative engineering medical school option created by Texas A&M University and Houston Methodist Hospital, designed to
educate a new kind of physician who will create transformational technology for health care. Dr. Banks’ previous oversight of
Texas A&M’s Sustainability Master Plan provides unique perspectives and knowledge to the Board’s work to
oversee
our
environment, social, and governance strategy at Halliburton.
Public Policy:
Dr. Banks’ leadership positions included serving as Vice Chancellor of National Laboratories and National
Security Strategic Initiatives. In these capacities she has had significant engagement on matters of public policy.
|
20
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HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
|
|
Alan M. Bennett
Former President and Chief
Executive Officer, H&R Block, Inc.
INDEPENDENT
Age:
74
Director Since:
2006
Halliburton Committees
•
Audit
•
Nominating and Corporate
Governance
|
|
Current Public Company Directorships
•
Fluor Corporation (since 2011)
•
TJX Companies, Inc. (since 2007)
Former Public Company Directorships
(within last five years):
•
None
Other Directorships and Memberships
•
None
|
Mr. Bennett
has
broad business and financial expertise, from internal audit to corporate controller to chief financial officer of
a large, public company. He is a certified public accountant and also has chief executive officer experience. Mr. Bennett has
deep experience overseeing strategic decisions related to mergers and acquisitions, which gives him valuable perspectives
in Board discussions of strategy and capital allocation. He brings a keen understanding of the customer perspective and
how to create results-driven marketing campaigns.
Skills and qualifications
Accounting/Finance, Strategic Planning, Mergers & Acquisitions:
Mr. Bennett is a certified public accountant who
retired in 2011 as President and CEO of H&R Block, a tax, banking, and financial service provider, and he has intimate
knowledge of financial matters. Prior to this role, he served as Senior Vice President and Chief Financial Officer at Aetna, a
diversified healthcare benefits company, and was Vice President, Sales and Marketing, at Pirelli Armstrong Tire Company.
His leadership roles at H&R Block, Aetna, and Pirelli Armstrong provide our Board with insights into strategic planning,
audits, enterprise risk management, and mergers and acquisitions. Mr. Bennett earned his Bachelor of Science degree in
accounting from Susquehanna University.
Legal/Regulatory/Public Policy:
At Aetna, Mr. Bennett engaged frequently on critical regulatory and legal matters for a
company that operates in a highly regulated industry. Mr. Bennett’s experience at Aetna required a deep understanding of
public policy issues in the healthcare space. He brings deep knowledge of internal control processes for Sarbanes-Oxley Act
compliance.
Technology:
Through his leadership at H&R Block, Mr. Bennett understands the technology requirements needed to
support a large workforce across multiple geographies. He approved and oversaw the rollout of major technology systems at
H&R Block and Aetna.
Human Resources/Compensation:
In his role as Chief Executive Officer of H&R Block, Mr. Bennett had responsibility for a
global workforce that spanned more than 90,000 employees across the company’s operating footprint. He is intimately
familiar with HR issues such as hiring, benefits, retention, and training, having served as a leader at one of the largest U.S.
health care providers, and he has direct experience overseeing management succession activities.
Corporate Governance:
Mr. Bennett has served on the boards of five major U.S. corporations in the past 20 years:
Bausch & Lomb, H&R Block, TJX Companies (
current Lead Independent Director
),
Fluor
, and Halliburton. He uses this deep
experience and knowledge base to support Board discussions of investor expectations and governance best practices as he
serves on the
Audit Committee
and the Nominating and Corporate Governance Committee.
|
HALLIBURTON
|
2025
Proxy Statement
|
21
|
|||
|
|
Earl M. Cummings
Managing Partner, MCM
Houston Properties, LLC
INDEPENDENT
Age:
60
Director Since:
2022
Halliburton Committees
•
Audit (Chair)
•
Compensation
|
|
Current Public Company Directorships
•
CenterPoint Energy (since 2020)
Former Public Company Directorships
(within last five years):
•
None
Other Directorships and Memberships
•
Texas Southern University, Jesse H.
Jones School of Business Advisory
Council Member
•
Texas Children’s Hospital, Operations &
Planning Committee
•
University of Houston Energy Advisory
Board, Strategic Planning Committee
|
Mr.
Cummings
ha
s significant technical expertise, leadership in information technology solutions, experience with federal
and
state government issues, and deep entrepreneurship credentials needed for innovation in an evolving energy economy.
In addition,
Mr. Cummings
brings valuable expertise in business strategy, capital markets, and mergers and acquisitions.
Since 2013, Mr. Cummings has been the Managing Partner of MCM Houston Properties, a real estate fund that purchases,
restores, and rents single-family residential properties in the Houston area.
Skills and qualifications
Strategic Planning, Accounting/Finance:
As Managing Partner of MCM Houston Properties, Mr. Cummings is responsible
for executive leadership, capital raising, acquisition, and business and investment strategies of the fund and its assets. He
has managed and sold more than 75,000 properties valued at over $5.5 billion. He is engaged in all phases of management
and operatio
n, i
ncluding investor and finance relationships, project selection, due diligence, acquisition, asset management,
portfolio optimization and disposition strategy, RFP preparation and response, vendor and talent selection, and political and
government affairs. Mr. Cummings serves
on the Audit Committee of the CenterPoint
Energy board of directors. He received
an MBA from Pepperdine University.
Technology/Engineering:
Previously, Mr. Cummings served as Chief Executive Officer of The BTS Team, an information
technology and staffing firm specializing in network, programming, database, and desktop support services. Additionally, Mr.
Cummings has served on the board of C-STEM Robotics, where he was founding Chairman of the Executive Board. He
received a Bachelor of Business Administration degree in management information systems from the University of Houston.
Public Policy:
At MCM, Mr. Cummings has extensive knowledge of and direct experience working with a variety of federal
and state real estate issues, including federal contract administration, technical proposal preparation, partnership and
mentoring agreements, Federal Acquisition Regulations, the Small Business Administration, and General Service
Administration.
Human Resources/Compensation:
Mr. Cummings has direct HR and compensation experience as a board member of
CenterPoint Energy, where he previously served on the Compensation Committee.
Health, Safety & Environment and Sustainability:
Mr. Cummings is intimately familiar with the HSE requirements of a
publicly traded company throug
h his work as the previous
Chair
of the Governance
, Environment and Sustainability
Committee of the CenterPoint Energy board of directors.
|
22
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
|
|
Murry S. Gerber
Former Executive Chairman of the
Board, EQT Corporation
INDEPENDENT
Age:
72
Director Since:
2012
Halliburton Committees
•
Audit
•
Compensation (Chair)
|
|
Current Public Company Directorships
•
BlackRock, Inc. (since 2000)
•
United States Steel Corporation (since
2012)
Former Public Company Directorships
(within last five years):
•
None
Other Directorships and Memberships
•
Board of Trustees, Pittsburgh Cultural
Trust
|
Mr. Gerber
has extensive business experience in the energy industry, with specific subject matter expertise in U.S.
unconventional oil and natural gas basins. Mr. Gerber’s public company board experience spans two decades and multiple
sectors, giving him important insights and perspectives on commodity markets and financial markets.
Skills and qualifications
Energy Industry, Strategic Planning, Accounting/Finance, Technology/Engineering:
Mr. Gerber served as Executive
Chairman of EQT Corporation from 2010 until May 2011, as its Chairman from 2000 to 2010, as its President from 1998 to
2007, and as its Chief Executive Officer from 1998 to 2010. EQT is an integrated energy company with a focus in natural
gas production, gathering, processing, transmission, and distribution. Prior to this, Mr. Gerber served as CEO of Coral
Energy (now Shell Trading North America). Mr. Gerber brings deep executive expertise managing and overseeing strategic,
operational, and financial matters for large, complex enterprises. His experience as Lead Independent Director
at BlackRock
and as Chair of the Audit Committee of United States Steel provides valuable experience for the Halliburton Board. Mr.
Gerber holds a Bachelor of Science degree in geology from Augustana College and a Master of Science degree in geology
from the University of Illinois.
Legal/Regulatory/Public Policy:
Mr. Gerber is intimately familiar with legal and regulatory issues in highly regulated
industries through his work at EQT and as the Lead Independent Director of BlackRock. At EQT, he had daily oversight of
public policy issues related to the oil and natural gas industry.
Mergers & Acquisitions:
During his time leading EQT, Mr. Gerber oversaw the company’s growth from a local distribution
company to the leading exploration and production company in the Appalachian Basin, investing $7 billion in the region.
Human Resources/Compensation:
As President and CEO of EQT, Mr. Gerber had direct oversight of company HR and
compensation plans, practices, and training and retention efforts.
Health, Safety & Environment and Sustainability:
As head of a large oil and natural gas company, Mr. Gerber had
responsibility for company HSE initiatives and performance. He understands the critical nature of HSE requirements and
their importance to the success of the business. Mr. Gerber serves on the Nominating, Governance & Sustainability
Committee at BlackRock.
|
HALLIBURTON
|
2025
Proxy Statement
|
23
|
|||
|
|
Robert A. Malone
Executive Chairman, President and
Chief Executive Officer, First Sonora
Bancshares, and The First National
Bank of Sonora (Sonora Bank)
INDEPENDENT
Age:
73
Director Since:
2009
Lead Independent Director Since:
2018
Halliburton Committees
•
Compensation
•
Nominating and Corporate
Governance
|
|
Current Public Company Directorships
•
Non-Executive Chairman of the Board,
Peabody Energy (since 2016) and
Director (since 2009)
•
Teledyne Technologies (since 2015)
Former Public Company Directorships
(within last five years):
•
BP Midstream Partners GP LLC, the
general partner of BP Midstream
(2017-2022)
Other Directorships and Memberships
•
None
|
Mr. Malone
has exceptional executive leadership experience, energy and natural resources industry expertise, and is highly
experienced in crisis management, safety regulation compliance, and corporate restructuring. Mr. Malone is currently
Executive Chairman, President and CEO of First Sonora Bancshares, and of Sonora Bank. He held global leadership roles
at BP plc, BP America Inc., and BP Shipping Ltd.
Skills and qualifications
Accounting/Finance, Strategic Planning, Mergers & Acquisitions:
In his current and prior roles, Mr. Malone has accrued
years of experience setting and executing corporate strategy, leading acquisitions, and overseeing accounting and financial
reporting processes. He brings important perspectives and context to the Board’s discussions of finance and capital
allocation.
Energy Industry, Technology/Engineering:
Prior to his current role at First Sonora, Mr. Malone was Executive Vice
President of BP and the Chairman of the Board and President of BP America, at the time the largest producer of oil and
natural gas and the second-largest gasoline retailer in the United States. Prior to this, Mr. Malone was Chief Executive
Officer of BP Shipping and Alyeska Pipeline. Additionally, Mr. Malone serves as non-executive Chairman of the Board at
Peabody Energy and as a board member of Teledyne Technologies, which provides enabling technologies for industrial
growth markets. Mr. Malone holds a Bachelor of Science degree in metallurgical engineering from The University of Texas at
El Paso and was an Alfred P. Sloan Fellow at the Massachusetts Institute of Technology where he earned a Master of
Science degree in management.
Legal/Regulatory/Public Policy:
At BP,
he
led several efforts that required deep public policy, regulatory, and crisis
management expertise, and he had direct oversight for the Law and Government Relations teams while at BP America.
Human Resources/Compensation:
Mr. Malone’s executive leadership and board experience provides deep HR knowledge
and insight from multiple industries. Through his work at Sonora Bank and BP, Mr. Malone brings knowledge on hiring,
compensation, benefits, training, and retention matters that directly benefit our Board.
International Business:
Mr. Malone lived abroad and conducted business around the world while at BP and BP Shipping.
This gives him deep perspective into the global energy industry.
Health, Safety & Environment and Sustainability:
In his past roles within the global BP organization, Mr. Malone had
strong operations experience, supported sustainability initiatives, and was responsible for HSE performance and
improvement. He was a safety director and understands the day-to-day safety requirements for a global energy company.
|
24
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
|
|
Jeffrey A. Miller
Chairman of the Board,
President and Chief Executive
Officer, Halliburton Company
NON-INDEPENDENT
Age:
61
Director Since:
2014
Halliburton Committees
•
None
|
|
Current Public Company Directorships
•
None
Former Public Company Directorships
(within last five years):
•
None
Other Directorships and Memberships
•
American Petroleum Institute
•
National Petroleum Council
•
Advisory Council, Texas A&M University
Dwight Look College of Engineering
•
Board of Directors, Association of Former
Students of Texas A&M University
•
The Council on Recovery Board of
Trustees
•
Greater Houston Partnership
•
Board of Directors, Friends of Bill Wilson
•
Board of Directors, Arab-American
Bilateral chamber
|
Mr. Miller
joined Hallibu
rton in 1997, working in various leadership roles of increasing responsibility and oversight, including
serving
on our Board of Directors since 2014. From 2014 to 2017, he served as President and Chief Health, Safety and
Environment Officer. From 2017 to 2018, Mr. Miller served as President and CEO; beginning in 2019, he has served as
Halliburton’s Chairman of the Board, President and CEO.
Mr. Miller brings deep global energy industry expertise, executive and business development experience, and in-depth
knowledge of Halliburton’s strategy, risks, human capital management programs, operations, and health, safety, and
environment protocols. Mr. Miller holds a Bachelor of Science degree in agriculture and business from McNeese State
University and an MBA from Texas A&M University.
Skills and qualifications
Energy Industry, Strategic Planning, International Business:
Mr. Miller has extensive experience leading energy
industry business efforts in every region of the world, including specific assignments living in Angola, Indonesia, Venezuela,
and Dubai. He leads Halliburton’s strategy and direction. He previously served as Senior Vice President, Global Business
Development, and was responsible for Halliburton’s largest global customers.
Health, Safety & Environment and Sustainability:
Mr. Miller leads the Company’s HSE and sustainability strategies and
goals. He oversees Halliburton’s HSE efforts and understands the daily requirements for an energy company to operate
safely. Through his leadership, Halliburton made “advance a sustainable energy future” a strategic company priority, and the
Company set and is achieving measurable sustainability targets that include reductions in Scope 1 and 2 emissions.
Accounting/Finance, Mergers & Acquisitions:
Mr. Miller is a CPA and worked at a major accounting firm prior to
Halliburton. He has deep mergers and acquisitions experience, working closely on a number of significant acquisitions and
divestitures. Through Mr. Miller’s guidance, Halliburton focuses on driving capital efficiency across the balance sheet.
Technology/Engineering:
Through Mr. Miller’s leadership, Halliburton advances digital and automation in its and its
customers’ operations to create more intelligent, remote, autonomous, and environmentally friendly operations throughout
the energy industry. Under his direction, Halliburton develops and provides innovative technology solutions and is the leader
in U.S. patents granted to oil and natural gas service companies for the past seven years.
Human Resources/Compensation:
In roles of increasing responsibility in locations around the world while at Halliburton,
Mr. Miller gained significant experience leading people and organizations.
Through his various roles, Mr. Miller developed
deep insight into and hands-on leadership in
HR matters, such as recruitment and hiring, compensation, benefits, and
training.
|
HALLIBURTON
|
2025
Proxy Statement
|
25
|
|||
|
|
Maurice S. Smith
President, Chief Executive Officer
and Vice Chair, Health Care
Service Corporation
INDEPENDENT
Age:
53
Director Since:
2023
Halliburton Committees
•
Compensation
•
Health, Safety and Environment
|
|
Current Public Company Directorships
•
Ventas Corporation (since 2021)
Former Public Company Directorships
(within last five years):
•
None
Other Directorships and Memberships
•
Chairman, Prime Therapeutics
•
Board member, Blue Cross Blue Shield
Association
•
Board member, America’s Health
Insurance Plans (AHIP)
•
Board, Federal Reserve Bank of Chicago
•
Board, Economic Club of Chicago
|
Mr. Smith
has
extensive senior leadership experience in the health care industry, currently serving as the President, CEO
and Vice Chair of Health Care Service Corporation (HCSC), one of the largest U.S. health insurers. Mr. Smith began his
career at HCSC in 1993 and has held positions of increasing responsibilities across a range of functions. He is Chairman of
the Board of Prime Therapeutics (a privately held, partially owned subsidiary of HCSC with revenue of over $30 billion), a
diversified pharmacy solutions organization serving health plans, employers, and government programs. Mr. Smith brings to
our Board deep expertise in setting and executing long-term corporate strategy, identifying and implementing important
growth initiatives, and overseeing financial operations and activities.
Skills and qualifications
Strategic Planning, Accounting/Finance, Mergers & Acquisitions:
Mr. Smith has held prominent leadership roles over
the past three decades, with experience across sales, finance, strategy, operations, and government relations. Under his
leadership as HCSC President (since 2019), CEO (since 2020), and Vice Chair (since 2023), Mr. Smith has delivered strong
revenue and earnings growth and steered the company through an ever-evolving industry, including navigating the dynamic
landscape created by a global pandemic. Mr. Smith was President of Blue Cross Blue Shield of Illinois, a division of HCSC,
from 2015 to 2019. Previously, he directed the
com
pany’s investment and capital allocation strategies, capital structure, and
financing activities, including important step-function growth initiatives such as the acquisition of Health Benefits and
doubling HCSC’s Medicare Advantage geographic footprint. Through these efforts, HCSC has achieved annual revenues
over $50 billion and employs more than 25,000 people. Mr. Smith’s board involvement with the Federal Reserve Bank of
Chicago provides context for current and future economic conditions. Mr. Smith earned a Bachelor of Arts degree in
business administration from Roosevelt University and an MBA from Pepperdine University.
Regulatory/Public Policy:
With over 30 years in health care, Mr. Smith has gained invaluable experience with the trends,
public policy matters, and direction of the industry. This experience enhances our Board’s understanding of complex legal,
regulatory, and compliance risks relevant to the business.
Health, Safety & Environment and Sustainability:
Under Mr. Smith’s leadership, HCSC has continued to advance its
long-term impact by partnering with non-profits and local care providers to improve community health, create jobs, and
operate in a responsible and sustainable manner. From this experience, Mr. Smith brings important context and perspectives
to our boardroom that are invaluable in our oversight of sustainability initiatives and corporate social responsibility efforts.
Human Resources/Compensation:
Mr. Smith is intimately familiar with HR issues such as hiring, benefits, retention, and
training, having served as a leader at one of the largest U.S. health insurers.
|
26
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
|
|
Janet L. Weiss
Former President, BP Alaska
INDEPENDENT
Age:
61
Director Since:
2023
Halliburton Committees
•
Health, Safety and
Environment
•
Nominating and Corporate
Governance
|
|
Current Public Company Directorships
•
Tourmaline Oil Corp. (since 2020)
Former Public Company Directorships
(within last five years):
•
None
Other Directorships and Memberships
•
Director, First National Bank Alaska
•
Director, Northwest University
|
Ms.
Weiss
has
s
ubstantial
experience in the oil and natural gas industry, including serving as the President of BP Alaska.
Prior to that role, Ms. Weiss held numerous leadership positions at BP and ARCO. Through these experiences, Ms. Weiss
gained and brings to our Board significant experience in engineering, management, health and safety, operations, and
strategic planning, as well as invaluable insight and perspective on the operations and financial aspects of the global oil and
natural
gas
industry.
Skills and qualifications
Energy Industry, International Business, Strategic Planning:
Ms. Weiss retired in 2020 with more than 35 years of
energy industry leadership experience. As President of BP Alaska, Ms. Weiss was responsible for BP’s Alaska oil and
natural gas exploration, development, and production activities, as well as its interests in the Trans-Alaska oil pipeline. Prior
to that, she held key management positions throughout BP in North America and the UK. Ms. Weiss serves as a director at
Tourmaline Oil, a publicly traded Canadian exploration and production company.
Technology/Engineering:
Beginning her career in Alaska, Ms. Weiss worked as a process engineer, reservoir engineer,
petroleum engineer, and reservoir engineering advisor. Her executive appointments have included VP of Special Projects for
BP Exploration & Production and VP for Unconventional Gas Technology. Her engineering background
is valuable
in
discussions about Halliburton’s products and services strategy and the Board’s oversight of related risks. Ms. Weiss earned
a Bachelor of Science degree in chemical engineering from Oklahoma State University.
Health, Safety & Environment and Sustainability:
Ms. Weiss has hands-on experience with the daily operational and
HSE requirements needed to operate safely in the oil and natural gas industry. This includes roles as Vice President
responsible for business delivery for fields in Wyoming and in the Gulf of Mexico Shelf, Reservoir Manager for fields in
Alaska, Strategy Manager for Alaska, and Director of Organizational Capability for BP’s Exploration and Production
Operations and HSSE staff of over 7,000 people. Ms. Weiss serves as a member of the Environment, Safety, and
Sustainability Committee of the Tourmaline board.
Human Resources/Compensation:
As President of BP Alaska and in roles of increasing responsibility prior to that, Ms.
Weiss gained significant industry experience regarding compensation and HR matters, such as recruitment and hiring,
benefits, and training.
Corporate Governance:
Ms. Weiss has deep governance experience through her time at BP and serving on the boards of
public, private, and academic entities. She brings valuable business and cultural perspectives from her global, multinational
experience that will contribute meaningfully to the Board’s efforts.
|
HALLIBURTON
|
2025
Proxy Statement
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27
|
|||
|
|
Tobi M. Edwards Young
Senior Vice President of Legal
and Chief Corporate Affairs
Officer, Cognizant Technology
Solutions
INDEPENDENT
Age:
49
Director Since:
2022
Halliburton Committees
•
Audit
•
Nominating and Corporate
Governance (Chair)
|
|
Current Public Company Directorships
•
None
Former Public Company Directorships
(within last five years):
•
None
Other Directorships and Memberships
•
Board, Information Technology Industry
Council
•
Board, Chamber of Commerce, U.S. India
Business Council (USIBC)
•
Board, US Chamber Litigation Center
•
Co-chair, Global Women’s Democracy
Network, International Republican
Institute
|
Ms. Young
has
extensive experience with legal and regulatory issues, policy-making, compliance, and corporate
social
responsibility, as well as valuable knowledge in technology and digit
al, in
cluding cybersecurity, data management, data
privacy, artificial intelligence, and environment, social, and governance matters. Ms. Young serves as
Senior Vice President
of Legal and Chief Corporate Affairs Officer
for Cognizant Technology Solutions, a Fortune 200 information technology
services and consulting company. She has direct experience in the executive, legislative, and judicial branches of the federal
government, bringing valuable public policy experience to the Board.
Skills and qualifications
Legal/Regulatory/Public Policy:
Ms. Young brings vast legal, regulatory, and compliance experience and expertise to our
Board. At Cognizant, Ms. Young serve
s as Senior Vice President of Legal and Chief Corporate Affairs Officer.
Prior to this,
Ms. Young served as a law clerk to U.S. Supreme Court Associate Justice Neil M. Gorsuch from 2018 to 2019, as well as
General Counsel and Board Secretary of the George W. Bush Foundation/Office of the Former President. Ms. Young also
served as Associate White House Counsel and Special Assistant to President George W. Bush, as well as Press Secretary
to U.S. Representative J.C. Watts, Jr. Ms. Young holds a Bachelor of Arts degree from The George Washington University
and a Juris Doctor from the University of Mississippi School of Law.
Technology/Engineering:
In her current role, Ms. Young addresses legal and regulatory issues related to compliance,
artificial intelligence, global data privacy, cybersecurity standards, and environment, social, and governance matters, among
other issues. Ms. Young serves as a board member of the Information Technology Industry Council, the IT industry’s global
trade association, and is a member of the International Republican Institute’s Business Advisory Council. She was
previously a member of the U.S. Chamber of Commerce Litigation Center’s Technology Advisory Committee. These
organizations address emerging policy and litigati
on issues, such as data privacy, cybersecurity, accessibility, and
sustainability, th
at surround technology advancement.
Health, Safety & Environment and Sustainability:
At Cognizant, Ms. Young oversees the company’s corporate social
responsibility portfolio focused on economic mobility, educational opportunities, health, and community sustainability, and
she works closely on environment, social, and governance issues to develop policy and action on sustainability efforts.
Strategic Planning, Accounting/Finance, Mergers & Acquisitions/Global Business:
Ms. Young has strong experience
with strategic planning, mergers and acquisitions, and financial issues at Cognizant. She serves as a board member on the
U.S.-India Business Council of the U.S. Chamber of Commerce, which works to create an inclusive bilateral trade
environment between the two countries.
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28
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HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Directors’
Compensation
Directors’ Fees
All non-management Directors receive an annual retainer of $130,000, which has not increased since 2022. The Lead
Independent Director receives an additional annual retainer of
$40,000,
which increased in 2024 from $35,000, and the chair
of each Committee receives an additional annual retainer for serving as chair as follows: Audit - $25,000; Compensation -
$20,000; Health, Safety and Environment - $20,000; and Nominating and Corporate Governance - $20,000. Non-
management Directors are permitted to defer all or part of their fees under the Directors’ Deferred Compensation Plan.
Directors’ Equity Awards
All non-management Directors receive an annual equity award with a value of approximately $185,000, consisting of
restricted stock units (RSUs), each of which represents the right to receive a share of common stock at a future date. These
annual awards are made in December. The actual number of RSUs is determined by dividing $185,000 by the average of
the closing price of our common stock on the NYSE on each business day during the month of November. The value of the
award may be more or less than $185,000 based on the methodology described above for determining the number of RSUs
to be awarded and the closing price of our common stock on the NYSE on the date of the award. Non-management
Directors are permitted to defer all of their RSUs under the Directors’ Deferred Compensation Plan.
Additionally, when a non-management Director first joins the Board, he or she receives an equity award shortly thereafter of
RSUs equal to a prorated value of the annual equity award of $185,000. The factor used to determine the prorated award is
the number of whole months of service from the beginning of the month in which Board service begins to the following first of
December divided by 12. The number of RSUs awarded is determined by dividing the prorated award amount by the
average of the closing price of our common stock on the NYSE on each business day during the month immediately
preceding the Director joining the Board.
Directors may not sell, assign, otherwise transfer, or encumber restricted shares (which were previously granted to non-
management Directors) or RSUs until the restrictions are removed. Restrictions on RSUs lapse entirely on the first
anniversary of the grant date with the applicable underlying shares of common stock distributed to the non-management
Director unless the Director elected to defer receipt of the shares under the Directors’ Deferred Compensation Plan. If a non-
management Director has a separation of service from the Board before completing the specified number of service years
from the applicable award date, any unvested RSUs would be forfeited, unless the Board determines to accelerate vesting.
Restrictions on restricted shares and RSUs lapse following termination of Board service only under specified circumstances,
which include death or disability, retirement under the Director mandatory retirement policy, or early retirement after at least
four years of service.
During the restriction period, Directors have the right to (i) vote restricted shares, but not shares underlying RSUs, and (ii)
receive dividends or dividend equivalents in cash on restricted shares and RSUs that have not been deferred. RSUs that
have been deferred receive dividend equivalents under the Directors’ Deferred Compensation Plan.
Directors’ Deferred Compensation Plan
The Directors’ Deferred Compensation Plan is a nonqualified deferred compensation plan and participation is completely
voluntary. Under the plan, non-management Directors are permitted to defer all or part of their retainer fees and all of the
shares of common stock underlying their RSUs when they vest. If a non-management Director elects to defer retainer fees
under the plan, then the Director may elect to have his or her deferred fees accumulate under an interest-bearing account or
translate on a quarterly basis into Halliburton common stock equivalent units (SEUs) under a stock equivalents account. If a
non-management Director elects to defer receipt of the shares of common stock underlying his or her RSUs when they vest,
then those shares are retained as deferred RSUs under the plan. The interest-bearing account is credited daily with interest
at the prime rate of Citibank, N.A. The SEUs and deferred RSUs are credited quarterly with dividend equivalents based on
the same dividend rate as Halliburton common stock, and those amounts are translated into additional SEUs or RSUs,
respectively.
|
HALLIBURTON
|
2025
Proxy Statement
|
29
|
|||
After a Director’s retirement, distributions under the plan are made to the Director in a single distribution or in annual
installments over a five- or ten-year period as elected by the Director. Distributions under the interest-bearing account are
made in cash, while distributions of SEUs under the stock equivalents account and deferred RSUs are made in shares of
Halliburton common stock.
Messrs.
Al Khayyal, Bennett, Carroll, Patel, and Smith have deferred retainer fees
under the
plan. Dr. Banks, Ms. Weiss and Messrs. Al Khayyal, Albrecht, Bennett, Carroll, Cummings, Patel, and Smith have
deferred
RSUs
under the plan
.
Directors’ Stock Ownership Requirements
We have stock ownership requirements for all non-management Directors to further align their interests with our
shareholders. All non-management Directors are required to own Halliburton common stock in an amount equal to or in
excess of the greater of (i) the annual base retainer in effect on the date the non-management Director is first elected to the
Board multiplied by five or (ii) $500,000. The Nominating and Corporate Governance Committee reviews the holdings of all
non-management Directors, which include restricted shares, other Halliburton common stock,
SEUs,
and RSUs owned by
the Director, at each May meeting. Each non-management Director has five years to meet the requirements, measured from
the date he or she is first elected to the Board. Each non-management Director currently meets the stock ownership
requirements or is on track to do so within the requisite five-year period.
Director Clawback Policy
We have adopted a supplemental recoupment policy under which we may seek, in appropriate cases, to recoup incentive-
based compensation, including both time- and performance-vesting awards paid to, awarded to, or credited for the benefit of
a Director, if and to the extent that it is determined that, in connection with the performance of that Director’s duties, he or
she breached his or her fiduciary duty through a knowing or reckless material violation of law; breached the Company’s
Code of Business Conduct in a matter that results in, or could reasonably expect to result in, material, reputational, or
financial harm to the Company; or recklessly disregarded his or her duty to exercise reasonable oversight. We may also
recoup incentive-based compensation if the Director is named as a defendant for such actions above, and we either
determine that the action is not indemnifiable or the Director does not prevail at trial.
The disinterested members of the Board and the disinterested members of the Compensation Committee and the
Nominating and Corporate Governance Committee may be involved in reviewing, considering, and making determinations
regarding the Director’s alleged conduct, whether recoupment is appropriate or required, and the type and amount of
incentive compensation to be recouped from the Director.
There was no recoupment under the policy in 2024.
|
30
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HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
2024
Director
Compensation
|
Name
|
Fees Earned
or Paid in Cash
($)
|
Stock
Awards
($)
|
Change in Pension Value
and Nonqualified Deferred
Compensation Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||
|
Abdulaziz F. Al Khayyal
|
130,000
|
182,882
|
27,966
|
55,348
|
396,196
|
|||||
|
William E. Albrecht
|
150,000
|
182,882
|
–
|
154,861
|
487,743
|
|||||
|
M. Katherine Banks
|
130,000
|
182,882
|
–
|
62,348
|
375,230
|
|||||
|
Alan M. Bennett
|
155,000
|
182,882
|
27,479
|
185,428
|
550,789
|
|||||
|
Earl M. Cummings
|
130,000
|
182,882
|
–
|
59,555
|
372,437
|
|||||
|
Murry S. Gerber
|
150,000
|
182,882
|
–
|
117,142
|
450,024
|
|||||
|
Robert A. Malone
|
168,159
|
182,882
|
–
|
18,375
|
369,416
|
|||||
|
Maurice S. Smith
|
130,000
|
182,882
|
–
|
14,031
|
326,913
|
|||||
|
Janet L. Weiss
|
130,000
|
182,882
|
–
|
116,429
|
429,311
|
|||||
|
Tobi M. Edwards Young
|
147,582
|
182,882
|
–
|
8,032
|
338,496
|
|||||
|
Bhavesh V. Patel (1)
|
130,000
|
182,882
|
2,234
|
134,882
|
449,998
|
|||||
|
Milton Carroll (2)
|
50,989
|
—
|
5,396
|
100,473
|
339,740
|
(1) Mr. Patel will retire early, immediately prior to the 2025 Annual Meeting of Shareholders.
(2) Mr. Carroll retired immediately prior to the 2024 Annual Meeting of Shareholders.
Fees Earned or Paid In Cash.
The amounts in this column represent retainer fees earned or paid in fiscal year
2024
. Refer
to the section Directors’ Fees for information on annual retainer fees.
Stock Awards.
The amounts in the Stock Awards column reflect the grant date fair value of RSUs awarded in
2024
. We
calculate the fair value of equity awards by multiplying the number of RSUs granted by the closing stock price as of the
award’s grant date.
The number of restricted shares (RSAs), outstanding RSUs, deferred RSUs, and SEUs held at
December 31, 2024
, by non-
management Directors are:
|
Name
|
Restricted
Shares
|
Outstanding
RSUs
|
Deferred
RSUs
|
SEUs
|
||||
|
Abdulaziz F. Al Khayyal
|
–
|
–
|
69,766
|
18,892
|
||||
|
William E. Albrecht
|
–
|
–
|
61,825
|
–
|
||||
|
M. Katherine Banks
|
–
|
6,092
|
13,430
|
–
|
||||
|
Alan M. Bennett
|
25,236
|
–
|
81,079
|
41,023
|
||||
|
Earl M. Cummings
|
–
|
–
|
11,023
|
–
|
||||
|
Murry S. Gerber
|
2,000
|
6,092
|
–
|
–
|
||||
|
Robert A. Malone
|
14,843
|
6,092
|
–
|
–
|
||||
|
Maurice S. Smith
|
–
|
–
|
14,964
|
7,359
|
||||
|
Janet L. Weiss
|
–
|
–
|
6,092
|
–
|
||||
|
Tobi M. Edwards Young
|
–
|
6,092
|
–
|
–
|
||||
|
Bhavesh V. Patel
|
–
|
–
|
32,735
|
6,745
|
||||
|
Milton Carroll
|
–
|
–
|
74,987
|
70,220
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings.
The amounts in the Change in Pension
Value and Nonqualified Deferred Compensation Earnings column are attributable to the above-market earnings for cash
deferrals to our nonqualified deferred compensation plan. The methodology for determining what constitutes above-market
earnings is the difference between the interest rate as stated in the plan document and the Internal Revenue Service Annual
Long-Term 120% AFR rate as of
December 31, 2024
. The 120% Annual AFR rate used for determining above-market
earnings in
2024
was 5.45%. The average Director earnings for the balances associated with the Directors’ Deferred
Compensation Plan were 8.84% for
2024
. The average above-market earnings associated with this plan
equaled
3.39%
(8.84% minus 5.45%) for
2024
.
All Other Compensation.
This column includes compensation related to the matching gift programs under the Halliburton
Foundation and for HALPAC, dividends or dividend equivalents on restricted shares or RSUs, and dividend equivalents
associated with the Directors’ Deferred Compensation Plan.
|
HALLIBURTON
|
2025
Proxy Statement
|
31
|
|||
Directors who participated in the matching gift program
and the corresponding match provided by the Halliburton Foundation
in
2024
are: Mr. Albrecht - $112,500; Dr. Banks - $50,063; Mr. Bennett - $85,500; Mr. Cummings - $56,250; Mr. Gerber -
$112,500; Mr. Patel - $112,500; Ms. Weiss - $112,500; and Ms. Young - $2,250.
HALPAC matching contributions
are: Mr. Albrecht - $5,000; Mr. Bennett - $5,000; Mr. Malone - $5,000; Mr. Smith - $5,000;
and Ms. Young - $2,500.
Directors who received dividends or dividend equivalents on restricted shares or RSUs
held on Halliburton record dates are:
Dr. Banks - $3,282; Mr. Bennett - $17,160; Mr. Carroll - $3,446; Mr. Gerber - $4,642; Mr. Malone - $13,375; Ms. Weiss -
$3,929; and Ms. Young - $3,282.
Directors who received dividend equivalents attributable to their stock equivalents
account under the Directors’ Deferred
Compensation Plan are: Mr. Al Khayyal - $12,664; Mr. Bennett - $27,500; Mr. Carroll - $46,759; Mr. Patel - $4,521; and Mr.
Smith - $3,084.
Directors who received dividend equivalents attributable to their
deferred RSUs
under the Directors’ Deferred Compensation
Plan are: Mr. Al Khayyal - $42,684; Mr. Albrecht - $37,361; Dr. Banks - $9,003; Mr. Bennett - $50,268; Mr. Carroll - $50,268;
M
r. Cummings - $3,305; Mr. Patel - $17,861
;
and Mr. Smith - $5,947.
A Note About Charitable Giving and Matching.
Halliburton believes charitable giving and charitable matching programs
benefit the communities in which we live and work and are the right thing to do.
These charitable gifts include a corporate
match that all employees and Directors may access to direct giving to colleges, universities, and hospitals.
By matching
charitable gifts to colleges and universities, we invest in the next generation and help build a sustainable pipeline of talent.
During shareholder engagement, our shareholders have provided feedback to us that investing in the future through giving
to colleges and universities is one positive way to attract future employees. For Directors and officers who participate, the
"All Other Compensation" column will include a calculation of the charitable match. Here are a few examples of matches:
Directors make charitable contributions to support
colleges
and universities as we collectively work to improve recruiting and
STEM programs, and also to
Texas Children's Hospital, recognized as
one of the United States' best,
largest, and most
comprehensive specialty pediatric hospitals and a resource for health and hope to all children and their families.
For
Directors, the Halliburton Foundation matches personal contributions up to 2.25 times the amount contributed by the
Director up to a maximum match of $112,500
,
with the matched funds paid directly to the college, university, or hospital, not
the Directors
.
Our Directors derive no personal benefit from these contributions.
Neither the Halliburton Foundation nor we
have made a charitable contribution, within the preceding three years, to any charitable organization in which a Director
serves as an executive officer that exceeds in any single year the greater of $1 million or 2% of such charitable
organization’s consolidated gross revenues.
Finally, if they choose to participate, the Halliburton Political Action Committee
allows Directors to participate in HALPAC, and the Company provides a dollar-for-dollar match on contributions over $100
annually, up to a $5,000 limit match to a 501(c)(3) nonprofit organization of the contributor’s choice
.
|
32
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HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Stock Ownership
Information
Delinquent Section 16(a) Reports
The Company believes, based on our records and review of filings with the SEC, that during the fiscal year ended
December 31, 2024
, our Directors and executive officers complied with the filing requirements of Section 16(a) of the
Securities Exchange Act of 1934.
Stock Ownership of Certain Beneficial Owners and
Management
The following table
sets f
orth beneficial ownership informati
on about persons or groups that own or have the right to acquire
more than 5% of our common stock, based on information contained in
Schedules 13G filed with the SEC
.
|
Name and Address
of Beneficial Owner
|
Amount and
Nature of
Beneficial
Ownership
|
|
Percent
of Class
|
|
BlackRock, Inc.
50 Hudson Yards, New York, NY 10001
|
82,045,919
|
(1)
|
9.30%
|
|
Capital World Investors
333 South Hope Street, 55th Fl, Los Angeles, CA 90071
|
100,301,918
|
(2)
|
11.40%
|
|
State Street Corporation
1 Congress Street, Suite 1, Boston, MA 02114
|
55,117,076
|
(3)
|
6.16%
|
|
The Vanguard Group
100 Vanguard Blvd, Malvern, PA 19355
|
105,244,143
|
(4)
|
11.92%
|
(1)
BlackRock, Inc.
is deemed to be the beneficial owner of 82,045,919 shares. BlackRock has sole power to vote or to direct the vote of
72,299,289 shares and has sole power to dispose or to direct the disposition of 82,045,919 shares.
(2)
Capital World
Investors is deemed to be the beneficial owner of 100,301,918 shares. Capital World Investors has sole power to vote or
to direct the vote of 99,612,426 shares and has sole power to dispose or to direct the disposition of 100,301,918 shares.
(3)
State Street C
orporation
is deemed to be the beneficial owner of 55,117,076 shares. State Street Corporation has shared power to
vote or to direct the vote of 38,556,304 shares and has shared power to dispose or to direct the disposition of 55,082,867 shares.
(4)
The Vanguard Group
is deemed to be the beneficial owner of 105,244,143 shares. The Vanguard Group has sole power to dispose or
to direct the disposition of 101,295,699 shares. The Vanguard Group has shared power to vote or to direct the vote of 1,089,354
shares and has shared power to
dispose
or to direct the disposition of 3,948,444 shares.
|
HALLIBURTON
|
2025
Proxy Statement
|
33
|
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The following table sets forth information, as of March 10,
2025
, regarding the beneficial ownership of our common stock by
each Director, each Named Executive Officer, and by all Directors and executive o
fficers as a group.
|
|
Amount and Nature of Beneficial Ownership
|
||||
|
Name of Beneficial Owner or
Number of Persons in Group
|
Sole Voting
and
Investment
Power
(1)
|
Shared
Voting or
Investment
Power
|
Percent of
Class
|
||
|
Abdulaziz F. Al Khayyal
|
0
|
–
|
*
|
||
|
William E. Albrecht
|
16,000
|
–
|
*
|
||
|
M. Katherine Banks
|
10,551
|
–
|
*
|
||
|
Van H. Beckwith
|
402,476
|
–
|
*
|
||
|
Alan M. Bennett
|
27,236
|
–
|
*
|
||
|
Eric J. Carre
|
302,439
|
–
|
*
|
||
|
Earl M. Cummings
|
16,057
|
–
|
*
|
||
|
Murry S. Gerber
|
574,596
|
–
|
*
|
||
|
Robert A. Malone
|
81,404
|
–
|
*
|
||
|
Jeffrey A. Miller
|
1,486,096
|
–
|
*
|
||
|
Bhavesh V. Patel
|
10,000
|
–
|
*
|
||
|
Lawrence J. Pope
|
650,142
|
–
|
*
|
||
|
Mark J. Richard
|
714,945
|
–
|
*
|
||
|
Shannon Slocum
|
192,551
|
–
|
*
|
||
|
Maurice S. Smith
|
0
|
–
|
*
|
||
|
Janet L. Weiss
|
10,218
|
–
|
*
|
||
|
Tobi M. Edwards Young
|
15,283
|
–
|
*
|
||
|
Shares owned by all current Directors and executive officers as a group
(20 persons)
|
4,830,514
|
–
|
*
|
||
*
Less than 1% of shares outstanding.
(1)
The table includes shares of common stock eligible for purchase pursuant to outstanding stock options within 60 days of March 10,
2025, for the following: Mr. Beckwith –
54,348
; Mr. Carre –
124,159
; Mr. Miller –
468,400
; Mr. Pope –
160,400
; Mr. Richard –
113,666
;
Mr. Slocum -
19,694
; and three unnamed executive officers –
87,130
. Until the options are exercised, these individuals will not have
voting or investment power over the underlying shares of common stock but will only have the right to acquire beneficial ownership of
the shares through exercise of their respective options. The table also includes restricted shares of common stock over which the
individuals have voting power but no investment power.
|
34
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HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Proposal No. 2
Ratification of Selection
of Principal Independent Public
Accountants
The Audit Committee is responsible for the appointment, compensation, retention, oversight of the work, and evaluation of
the principal independent public accountants retained to audit our financial statements. The Audit Committee and Board
have approved the selection of KPMG LLP as our principal independent public accountants to examine our financial
statements and books and records for the year ended December 31,
2025
, and a resolution will be presented at the Annual
Meeting to ratify this selection. The Audit Committee and Board believe that the continued retention of KPMG to serve as our
principal independent public accountants for the year ended December 31,
2025
, is in the best interests of Halliburton and
our shareholders. Representatives of KPMG are expected to be present at the Annual Meeting and be available to respond
to appropriate questions from shareholders.
KPMG began serving as our principal independent public accountants for the year ended December 31, 2002. The Audit
Committee routinely reviews the performance and retention of our independent public accountants, including an evaluation
of service quality, the nature and extent of non-audit services, and other factors required to be considered when assessing
independence from Halliburton and its management. The Audit Committee also periodically considers whether there should
be a rotation of the principal independent public accountants and is involved in the selection of the principal independent
public accountants’ lead engagement partner and the mandated rotation process of such partner.
The affirmative vote of the majority of votes cast by holders of shares of our common stock present in person or represented
by proxy at the meeting and entitled to vote on the matter is needed to approve the proposal.
If the shareholders do not ratify the selection of KPMG, the Board will reconsider the selection of independent public
accountants.
|
|
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR
RATIFICATION OF THE APPOINTMENT OF KPMG
LLP AS PRINCIPAL INDEPENDENT PUBLIC ACCOUNTANTS TO EXAMINE OUR FINANCIAL STATEMENTS AND
BOOKS AND RECORDS FOR THE YEAR ENDING DECEMBER 31,
2025
.
|
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|
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|
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Audit Committee
Report
We operate under a written charter, a copy of which is available on Halliburton’s website at
www.halliburton.com
. As
required by the charter, we review and reassess the charter annually and recommend any changes to the Board for
approval. We are also mindful of the observations provided in the Securities and Exchange Commission’s Statement on
Role of Audit Committees in Financial Reporting and Key Reminders Regarding Oversight Responsibilities.
Halliburton’s management is responsible for preparing Halliburton’s financial statements, and the principal independent
public accountants are responsible for auditing those financial statements. The Audit Committee’s role is to provide oversight
of management in carrying out management’s responsibility and to appoint, compensate, retain, oversee the work of, and
evaluate the principal independent public accountants. The Audit Committee is not providing any expert or special
assurance as to Halliburton’s financial statements or any professional certification as to the principal independent public
accountants’ work.
In fulfilling our oversight role for the year ended
December 31, 2024
, we:
•
reviewed and discussed Halliburton’s audited financial statements with management;
•
discussed with KPMG LLP, Halliburton’s principal independent public accountants, the matters required by Auditing
Standard 1301 relating to the conduct of the audit;
•
received from KPMG the written disclosures and the letter required by the Public Company Accounting Oversight Board
regarding KPMG’s independence;
•
evaluated KPMG’s service quality; and
•
discussed with KPMG its independence and reviewed other matters required to be considered under Securities and
Exchange Commission rules regarding KPMG’s independence.
Based on the foregoing, we recommended to the Board that the audited financial statements be included in Halliburton’s
Annual Report on Form 10-K for the fiscal year ended
December 31, 2024
, for filing with the Securities and Exchange
Commission.
THE AUDIT COMMITTEE
Abdulaziz F. Al Khayyal
Alan M. Bennett
*Earl M. Cummings
Murry S. Gerber
Bhavesh V. Patel
*Janet L. Weiss
Tobi M. Edwards Young
*
At the February 2025 Board meetings, the Board elected Mr. Cummings as new chair and member of the Audit
Committee and Ms. Weiss as member of the Health, Safety and Environment Committee.
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Fees Paid
to
KPMG LLP
During
2023
and
2024
, we incurred the following
fees for services performed by KPMG LLP.
|
|
2023
|
2024
|
|
|
|
(In millions)
|
(In millions)
|
|
|
Audit fees
|
$
10.9
|
$
12.9
|
|
|
Audit-related fees
|
0.4
|
0.5
|
|
|
Tax fees
|
0.8
|
0.6
|
|
|
All other fees
|
0.3
|
0.7
|
|
|
TOTAL
|
$
12.4
|
$
14.7
|
Audit Fees
Audit fees represent the aggregate fees for professional services rendered by KPMG for the integrated audit of our annual
financial statements for the fiscal years ended
December 31, 2023
, and
December 31, 2024
. Audit fees also include the
audits of many of our subsidiaries to comply with statutory requirements in foreign countries and reviews of our financial
statements included in the Forms
10-Q
we filed during fiscal years
2023
and
2024
.
Audit-Related Fees
Audit-related fees were incurred for assurance and related services that are traditionally performed by the independent
public accountants. These services primarily include attestation engagements required by contractual or regulatory
provisions.
Tax Fees
The aggregate fees for tax services primarily consisted of international tax compliance and tax return services related to our
expatriate employees. In
2023
, tax compliance and preparation fees
total
$0.4 million and tax advisory fees total $0.4
million, and in
2024
, tax compliance and preparation fees total $0.3 million and tax advisory fees total $0.3 million.
All Other Fees
All other fees are comprised of professional services rendered by KPMG related to nonrecurring miscellaneous services.
Fee Approval Policies and Procedures
The Audit Committee has established a written policy that requires the approval by the Audit Committee of all services
provided by KPMG as the principal independent public accountants that examine our financial statements and books and
records and of all audit services provided by other independent public accountants. Prior to engaging KPMG for the annual
audit, the Audit Committee reviews a Principal Independent Public Accountants Auditor Services Plan. KPMG then performs
services throughout the year as approved by the Committee. KPMG reviews with the Committee, at least quarterly, a
projection of KPMG’s fees for the year. Periodically, the Audit Committee approves revisions to the plan if the Committee
determines changes are warranted. Our Audit Committee also considered whether KPMG’s provision of tax services as
reported above were compatible with maintaining KPMG’s independence as our principal independent public accountants.
All of the fees described above for services provided by KPMG were approved in accordance with the policy.
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Proposal No. 3
Advisory Approval of
Executive Compensation
Pursuant to Section 14A of the Securities Exchange Act of 1934, our shareholders have the opportunity to vote to approve,
on an advisory basis, the compensation of our Named Executive Officers (NEOs) as disclosed in this proxy statement. As
reaffirmed by our shareholders at the
2024
Annual Meeting of Shareholders, consistent with our Board’s recommendation,
we submit this proposal for a non-binding vote on an annual basis.
As described in detail under Compensation Discussion and Analysis, our executive compensation program is designed to
attract, motivate, and retain our NEOs, who are critical to our success. Under the program, our NEOs are rewarded for the
achievement of specific annual, long-term, and strategic goals, corporate goals, and the realization of increased shareholder
returns. Please read Compensation Discussion and Analysis for additional details about our executive compensation
program, including information about the fiscal year 2024 compensation of our NEOs and our Board’s ongoing commitment
to ensure that our program aligns with our long-term strategy and shareholder value creation.
The Compensation Committee reviews the compensation program for our NEOs to ensure the program achieves the
desired goals of aligning our executive compensation structure with our shareholders’ interests and current market practices.
We believe our executive compensation program achieves the following objectives identified under Compensation
Discussion and Analysis:
•
Provide a clear and direct relationship between executive pay and our performance on both a short-term and long-term
basis;
•
Target market competitive pay levels with a comparator peer group;
•
Emphasize operating performance drivers;
•
Link executive pay to measures that drive shareholder returns;
•
Support our business strategies; and
•
Maximize the return on our human resource investment.
We ask that our shareholders indicate their support for our compensation program as described in this proxy statement and
vote “FOR” the following resolution at the Annual Meeting: “RESOLVED, that the compensation paid to Halliburton’s Named
Executive Officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation
Discussion and Analysis, compensation tables, and narrative discussion, is hereby approved.”
The affirmative vote of the majority of votes cast by holders of shares of our common stock present in person or represented
by proxy at the meeting and entitled to vote on the matter is needed to approve the proposal.
Our Board and our Compensation Committee value the opinions of our shareholders. The say-on-pay vote is advisory and,
therefore, not binding on us, our Board, or our Compensation Committee. However, the Compensation Committee considers
shareholder feedback in its ongoing review of our executive compensation program.
|
|
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR
THE APPROVAL, ON AN ADVISORY BASIS, OF THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
|
Compensation Committee
Report
We have reviewed and discussed the Compensation Discussion and Analysis with Company management and, based on
such review and discussion, we recommended to the Board that the Compensation Discussion and Analysis be included in
this proxy statement.
THE COMPENSATION COMMITTEE
William E. Albrecht
Earl M. Cummings
Murry S. Gerber
Robert A. Malone
Maurice S. Smith
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|
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Compensation Discussion
and Analysis
To Our Valued Shareholders:
“
Continuous, transparent engagement with our investors has forged an executive
compensation program that
has earned the strong support of
our shareholders. Our
best-practice program reinforces our strong culture of execution and empowers
senior leadership to take responsible, decisive actions that consistently deliver
superior returns.
”
Murry S. Gerber
Chair of the Compensation Committee
April 1, 2025
We deeply appreciate the instrumental role you play in our continued success. Your collaboration and engagement have
enabled us to shape a best-in-class program that, following our 2024 Annual Meeting, was validated by the strongest say-
on-pay support we have
received
in over a decade
at approximately
97
%
—reaffirming the trust we work hard to sustain.
In 2024, H
alliburton delivered strong results,
returni
ng $1.6 billion to
shareholders through buybacks and dividends while
generating over
$2.6 billion in free cash flow.
Despite macroeconomic headwinds, our senior leadership team navigated the
environment with strategic precision, reducing gross debt b
y $100 million and
further strengthening our balance sheet. Even
with flat revenue,
the Company once again demonstrated leading Return on Capital Employed (ROCE) performance relative
to its direct competitors
and the Oilfield Services Index (OSX)
.
These results highlight the senior leadership team’s ability to
drive financial discipline, operational excellence, and long-term value creation in a challenging market. Our executive
compensation program is designed to reinforce this disciplined approach, ensuring senior leadership remains sharply
focused on delivering sustainable performance and long-term shareholder value.
This year’s Compensation Discussion and Analysis (CD&A) summarizes the pay decisions made by the Compensation
Committee for Named Executive Officers (NEOs) for 2024 and reviews the ongoing shareholder engagement efforts that
have
helped shape our executive compensation program’s current structure and governance foundation.
As always, we appreciate the care you take in reading this year’s CD&A, and we are confident it demonstrates our
commitment to continually strengthening our pay program structure and alignment with our shareholders’ interests.
Sincerely,
THE COMPENSATION COMMITTEE
William E. Albrecht
Earl M. Cummings
Murry S. Gerber
Robert A. Malone
Maurice S. Smith
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|
2025
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39
|
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Shareholder Outreach and Board Activity
Halliburton prioritizes continuing engagement with its shareholders. Our ongoing and earnest engagement with long-term
investors ensures that the Board and management understand investors’ views and provides our Compensation Committee
with valuable feedback.
During
the fall of 2024,
we participated in off-season investor meetings to better understand shareholder priorities and
concerns prior to the proxy voting season. We offered to engage with our largest shareholders, as well as several others
who had contacted Halliburton.
We offered engagement to and communicated with shareholders representing approximately
52% of our shares as well as the two largest shareholder proxy advisors
, Institutional Shareholder Services (ISS) and Glass
Lewis. As a result of this outreach, we hosted video-conferences with eight shareholders who represented approximately
46% of our shares and proxy advisor Glass Lewis.
These meetings included conversations with Robert A. Malone (Lead
Independent Director) and Halliburton senior management. ISS indicated they did not have any overriding questions or
concerns and opted to pass on fall 2024 engagement.
These efforts were in addition to t
he
16 sell-side conferences, three
non-deal roadshows, and 278 investor meetings
th
at are all part of our regular shareholder outreach cadence.
Discussions with our investors during 2024 were concentrated around their support for the numerous, substantive changes
we have made to our executive compensation program over the last several years and they expressed high satisfaction for
how the program is structured today. At our 2024 Annual Meeting, approximately
97
%
of the votes cast for say-on-pay
supported our executive compensation decisions. Shareholders made it clear that they are pleased with our ongoing
responsiveness to their feedback, our overall compensation design, including the specific, measurable metrics in our Annual
Performance Plan, and the use of relative Return on Capital Employed (ROCE) and Total Shareholder Return (TSR) in the
Performance Unit Program (PUP). As a result, we did not make any material changes to our program for 2024.
|
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HALLIBURTON
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2025
Proxy Statement
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www.halliburton.com
|
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Straight from the Boardroom:
Talking with Murry S. Gerber
|
Robust discussions with investors have led to meaningful and well-received
changes to our executive compensation program. Below are the answers to
recent representative shareholder questions from Murry S. Gerber, Chair of
our Compensation Committee.
|
Q
How do you feel about Halliburton’s 2024 say-on-pay vote result following the 2024 Annual Meeting?
A
We are incredibly pleased with our 2024 say-on-pay vote result, especially given the significant increase
in support f
rom
79
%
to
97
%
in just one year. This outcome reflects the culmination of years of listening to shareholders, thoughtfully
integrating feedback, and aligning our executive compensation program with investor expectations
—
without
compromising our commitment to driving superior returns.
Q
With such a high level of say-on-pay support in 2024, will you now scale back on your shareholder engagement
activity?
A
Absolutely not. We are grateful for the
97
%
support we received in 2024, but the Board strongly believes that
maintaining an open, transparent, and ongoing
dialogue
with our shareholders about executive compensation is critical.
Regular engagement ensures we stay ahead of and understand any emerging investor concerns, and proactively
address them before they become issues.
Q
Did the Company hear anything during the 2024 engagement meeting
s that
has
the Committee contemplating
any changes for 2025?
A
The Compensation Committee, as part of its ongoing oversight, closely monitors industry trends and evaluates how
changes might affect our executive compensation program. The ongoing consolidation in the
exploration and production
se
ctor has emerged as a shared priority and a main topic of discussion for both the Compensation Committee and our
shareholders. This year, shareholders highlighted the potential impact of the ongoing consolidation on the relevance of
our Performance Peer Group used for measuring relative performance
to determine payouts under our PUP. While no
formal directives were given, these discussions underscored the importance of ensuring our Performance Peer Group
remains relevant and robust in a rapidly evolving business landscape. As such,
starting with the 2025 PUP cycle, there
will be a new Performance Peer Group
for purposes of evaluating Halliburton's relative performance for both the Return
on Capital Employed and relative Total Shareholder Return metrics
as of the three-year period ending December 31,
2027. The revised Performance Peer Group is as
follows:
|
2025 Performance Peer Group
|
|
|
Baker Hughes Company
|
ProFrac Holding Corp.
|
|
Expro Group Holdings N.V.
|
RPC, Inc
|
|
Helix Energy Solutions Group, Inc.
|
Seadrill Limited
|
|
Helmerich & Payne, Inc.
|
SLB
|
|
Liberty Energy Inc.
|
TechnipFMC plc
|
|
Noble Corporation plc
|
Transocean Ltd.
|
|
NOV Inc.
|
Weatherford International plc
|
|
Oceaneering International, Inc.
|
Valaris Limited
|
|
Patterson-UTI Energy, Inc.
|
|
With support from its independent compensation consultant, the Compensation Committee selected and approved the
above-listed companies because they:
(1) have similar cyclicality and capital investment structures as Halliburton; (2)
are in Oil & Gas Drilling or Oil and Gas
Equipment
and Services; (3) have greater than $1.0B market capitalization; and
(4) have a U.S. exchange listing. Further consideration was also given to geography, operations, and size.
When we
previewed this new Performance Peer Group with investors during our 2024 shareholder outreach meetings, they were
understanding and supportive of this change.
|
HALLIBURTON
|
2025
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41
|
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2024 CEO Compensation Overview
Determination of CEO Target Total Compensation
When determining target total compensation for the CEO, the Compensation Committee evaluates CEO compensation
through various lenses to ensure that it is setting competitive total target compensation opportunities and approving actual
compensation outcomes that are aligned with actual performance results and shareholder expectations.
Under our PUP, we use a mix of performance cash (50%) and performance stock (50%). This approach affects how we
report executive compensation in the Summary Compensation Table, making it impractical to directly compare our
executives' actual reported pay with competitors who use 100% stock for long-term incentives — because under the SEC’s
reporting rules, these two methods yield different disclosures. Specifically,
performance
cash is reported when paid and
performance
stock is reported when granted. This means that when we outperform our competitors, our reported pay can be
materially higher than theirs even if their actual pay is the same or higher. In other words, to achieve a comparator like-for-
like compensation analysis, additional
analysis
is required.
Total target compensation for our CEO is structured to target market competitive pay levels in base salary and short- and
long-term incentive opportunities relative to market pay levels for CEOs in our Comparator Peer Group. Total target
compensation opportunities are set by the Compensation Committee at the beginning of each performance period and are
intended to be forward looking. Because our philosophy places an emphasis on variable pay at risk, and also uses a mix of
cash and stock for performance-based long-term incentives, actual pay results may be above or below the 50
th
percentile of
our Comparator Peer Group depending on performance.
The chart below
compares Mr. Miller’s last five years of total target compensation as approved by the Compensation
Committee to the total target compensation of our two largest peers
in
the oilfield
sector:
As shown above, Mr. Miller's
year-over-year
increase in target total compensation reflects adjustments made in 2024 to align
his compensation with our philosophy of targeting market median pay levels for our NEOs. Specifically, adjustments were
made to the following pay elements for Mr. Miller:
•
Base Salary - Increased from $1.6 million to $1.65 million in recognition of his performance and to align his total target
direct compensation with the market median of our Comparator Peer Group.
•
Short Term Incentive Target - Remained unchanged at
150
% of base salary. The increase in STI target compensation
noted above is a result of the increased salary for 2024.
•
Long Term Incentive Target - I
ncreased b
y $1.4
million to align with the
market median LTI
of our Comparator Peer Group.
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|
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The Compensation Committee also considers the CEO’s performance and accomplishments in the areas of business
development and expansion, management succession, development and retention of management, ethical leadership, and
the achievement of financial and operational objectives. Each year, our CEO and the members of the Board agree upon a
set of objectives addressing the following areas:
•
Leadership and vision;
•
Integrity;
•
Keeping the Board informed on matters affecting Halliburton;
•
Performance of the business;
•
Development and implementation of initiatives that provide long-term economic benefits;
•
Accomplishment of strategic objectives; and
•
Development of management.
Other NEOs’ compensation is determined similarly by evaluating each NEO’s performance and considering the market
competitive pay levels of the Comparator Peer Group for the NEO’s position. The Compensation Committee also considers
the importance of keeping our management team focused and stable, especially given that other oilfield services companies
have aggressively recruited our NEOs and other executives in the past, with more than
thirty former
Halliburton executives
departing to become CEOs and/or senior executives of other oilfield services companies.
|
HALLIBURTON
|
2025
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|
43
|
|||
Individual Performance Highlights
The Board determined that Mr. Miller met these objectives in 2024 through the following achievements:
|
LEADERSHIP AND VISION
|
•
Led the organization to a year of strong financial performance and operational excellence, delivering record
achievements in both safety and service quality through relentless focus on operational execution, customer
collaboration, and service quality performance
•
Prioritized stakeholder communication and maintained high visibility with employees, shareholders, and customers
•
Facilitated a successful transition of the Nominating & Corporate Governance Committee Chair and refreshed the
Board's
assessment and skills process
|
INTEGRITY
|
•
Stressed and upheld Halliburton’s Code of Business Conduct (COBC), actively reinforcing our COBC as the “DNA”
underlying all our business strategy and execution through employee town halls and leadership meetings
•
Advocated
for the Local Ethics Officer program, which continues to be at the cutting edge of compliance initiatives
•
Led efforts to advance
workforce inclusion and respect, which are
core elements of our COBC and imperative to the
culture within Halliburton
|
KEEPING THE BOARD INFORMED
|
•
Communicated regularly with the Board, providing updates on business issues and unfettered access to management
and subject matter experts
•
Promoted Board exposure through management presentations, field operations visits, and introductions to employees
|
PERFORMANCE OF THE BUSINESS
|
•
Generated $3.9 billion of operating cash flow, resulting in $2.6 billion of free cash flow in 2024
•
Returned $1.6 billion of capital to shareholders through buybacks and dividends, representing a 60% return of free cash
flow
•
Outperformed primary competitors on ROCE
•
Maintained unwavering commitment to our Health, Safety and Environment program
•
Halliburton has been recognized by Dow Jones Sustainability Indices since 2020 and will be named to the 2025
Yearbook for the Dow Jones Best in Class Indices
|
DEVELOP AND IMPLEMENT INITIATIVES THAT PROVIDE LONG-TERM ECONOMIC BENEFITS
|
•
Continued Company focus on accelerating deployment and integration of next-generation digital and automation
technologies to maximize value and improve efficiency
•
Continued to emphasize the importance of Continuous Improvement, which drives profitability, capacity, and greater
flexibility
•
Executed key steps to
implement
environmental, social, and governance focus
|
ACCOMPLISHMENT OF STRATEGIC OBJECTIVES
|
•
Deployed key technologies to drive future growth and profitability
•
Continued implementation of our drilling technology platforms
•
Advanced acceptance and increased deployment of hydraulic fracturing technologies that help to improve completion
performance
•
Advanced a sustainable energy future through efforts to convert the North America hydraulic fracturing fleet to lower
emissions footprint and reduce hydraulic fracturing GHG emissions intensity
|
DEVELOPMENT OF MANAGEMENT
|
•
Prioritized management exposure to the Board via spotlight presentations, continued commitment to our robust
succession management process, and remained focused on talent development with an emphasis on
inclusion and
respect initiatives
|
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2025
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2024 Performance Overview
Business Highlight
s
Our success throughout 2024 was a direct result of the hard work and dedication of our employees with relentless focus on
safety, operational execution, customer collaboration, and service quality performance. Looking ahead to 2025, and beyond,
we anticipate a rise in global oil and natural gas demand. The International Energy Agency anticipates both oil and natural
gas demand to continue growing through 2030, underscoring the continued importance of both resources in the global
energy mix. In addition, we believe oil supply dynamics have fundamentally changed due to investor return requirements,
regulatory initiatives adverse to oil and natural gas exploration and production, and initiatives that favor alternative energy.
We believe that despite these changes, increased investment in existing and new sources of oil and natural gas production
is needed to address the increased demand. This will necessitate production from conventional and unconventional, deep-
water and shallow-water, and short- and long-cycle projects. We expect that increased oil and natural gas production
requirements will in turn create demand for our products and services. Furthermore, easing inflationary pressures in
Organization for Economic Co-operation countries may lead to central bank rate cuts that could sustain economic growth.
Additionally, we expect a growing global economy combined with rising living standards in developing nations will increase
energy consumption. We expect gas demand should increase over time by the burgeoning number of data centers, the rise
of artificial intelligence, and the electrification of transportation and other sectors of the economy. Here are the highlights for
2024
:
•
Financial:
Our total revenue was flat in 2024 compared to 2023. Our international revenue increased 6% and our North
America revenue decreased 8% in 2024 compared to 2023. Overall, our Completion and Production and Drilling and
Evaluation operating segments finished the year with 20% and 16% operating margins, respectively. We generated strong
cash flows from operations and repurchased $100 million of debt.
•
Digital:
We incorporated next-generation digital and automation technologies in certain of our processes to maximize
value and improve efficiency.
•
Capital efficiency:
We advanced technologies and made strategic choices that kept our capital expenditures at 6% of
revenue, which matched our target of 5% - 6%.
•
Shareholder returns:
We returned $1.6 billion of capital to shareholders through buybacks and dividends, which is
consistent with our capital returns framework.
•
Sustainability and energy transition:
We expanded Halliburton Labs, our early-stage company accelerator, to a total of
38 participant and alumni organizations as we work to reach the future of energy faster
.
|
Geographic Revenue Diversity
|
Revenue
(billions USD)
$22.9
In 2024, Halliburton continued to earn t
he majority
of its revenue internationally
, with 6% year over year revenue growth for
the fourth year in a row, while its North America business declined 8%
year over year, but outperforme
d rig count and
completion activity
.
|
HALLIBURTON
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2025
Proxy Statement
|
45
|
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|
Cash Flow Execution
|
(billions USD)
During 2024,
we generated
$
3.865 bill
ion of operating cash flow and had
$1.442 billion of capital expenditures a
nd
$223
million of proceeds from sales of property, plant, and equipment, resulting in
$2.646 billion of free cash flow.
This
demonstrates our ability to generate strong
free cash flow*
for our shareholders. We returned approximately $1.6 billion of
capital to shareholders through share repurchases and dividends and
repurchased
$100 milli
on of debt.
*
Management believes that the non-GAAP measure of free cash flow, defined as “operating cash flow” less “capital expenditures” plus
“proceeds from the sale of property, plant, and equipment,
”
is an important liquidity measure that is useful to investors and
management for assessing the business’s ability to generate cash. See our fourth quarter 2024 earnings release furnished with our
Form 8-K on January 22, 2025, for definitions and reconciliations to U.S. GAAP.
|
Debt Reduction Progress
|
Gross Debt
(billions USD)
Halliburton has stren
gthened its balance sheet, reducing gross debt b
y
$100 mi
llion during 2024.
|
46
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www.halliburton.com
|
|||
We delivered strong
ROCE performance
over the one-, three-, and five-year
periods ending
December 31, 2024, relative to
the Oilfield Services Index (OSX), our two largest competitors, and our Performance Peer Group. The details are depicted in
the chart below:
Return on Capital Employed (ROCE)
(in percentage)
|
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2025
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47
|
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The Foundation of Our Executive Compensation Program
2024 Named Executive Officers
|
Name
|
Age
|
Occupation
|
||
|
Jeffrey A. Miller
|
61
|
Chairman, President and Chief Executive Officer
|
||
|
Eric J. Carre
|
59
|
Executive Vice President and Chief Financial Officer
|
||
|
Van H. Beckwith
|
60
|
Executive Vice President, Secretary and Chief Legal Officer
|
||
|
Mark J. Richard
|
63
|
President – Western Hemisphere
|
||
|
Shannon Slocum
|
52
|
President – Eastern Hemisphere
|
Our Executive Compensation Program Objectives
Our executive compensation program is designed to achieve the following objectives:
•
Provide a clear and direct relationship between executive pay and our performance on both a short-term and long-term
basis
;
•
Target market competitive pay levels with a comparator peer group
;
•
Emphasize operating performance drivers
;
•
Link executive pay to measures that drive shareholder returns;
•
Support our business strategies
; and
•
Maximize the return on our human resource investment
.
Good Compensation Governance Practices At-A-Glance
|
|
What We Do
|
What We Don’t Do
|
||
|
Use a mix of relative and absolute financial metrics
|
|
No repricing of underwater stock options
|
|
|
|
Structure the majority of total direct compensation
opportunity to be performance-based, at-risk, and
long-term
|
|
No excessive perquisites
|
|
|
|
Deliver rewards that are based on the achievement of
long-term objectives and the creation of shareholder
value
|
|
No guaranteed bonuses or uncapped incentives
|
|
|
|
Maintain a clawback policy in the event of a material
financial restatement
|
|
No single trigger vesting upon a change of control
|
|
|
|
Maintain robust executive and Director stock
ownership requirements
|
|
No excise tax gross-ups
|
|
|
|
Use an independent, external compensation
consultant
|
|
No hedging or pledging of company securities by
executives and Directors
|
|
|
|
Benchmark against a relevant group of peer
companies
|
|
No buyout or exchange of underwater options
|
|
|
|
Ensure rigorous oversight of incentive metrics, goals,
and the pay-for-performance relationship
|
|
No special or one-time stock grants for internal
promotions
|
|
|
|
Hold an annual say-on-pay vote
|
|
No liberal share counting or recycling
|
|
48
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Elements of our Executive Compensation Program for 2024
Halliburton’s executive compensation program for the 2024 plan year was composed of base salary, a short-term incentive,
and long-term incentives as described below
:
|
|
|
Reward
Element
|
Objective
|
Key Features
|
How Award Value
is Determined
|
2024 Decisions
|
||||
|
FIXED
|
Base
Salary
|
To compensate
executives based on
their responsibilities,
experience, and
skillset.
|
Fixed element of
compensation paid in
cash.
|
Benchmarked against
a group of comparably
sized corporations and
industry peers.
|
Base salary
determinations varied
by individual as noted
on page 52.
|
|||||
|
AT
RISK
|
Short-Term
(Annual)
Incentive
|
To motivate and
incentivize
performance over a
one-year period.
|
Award value and
measures are
reviewed annually.
Targets are set at the
beginning of the
period.
|
Performance
measured against:
•
60% NOPAT
•
20% Asset Turns
•
20% Non-Financial
Strategic Metrics
|
Award values were
targeted at the market
median for 2024.
|
|||||
|
Long-Term
Incentives
|
To motivate and
incentivize sustained
performance over the
long-term. Aligns
interests of our NEOs
with long-term
shareholders.
|
Value is delivered:
•
70% performance
units measured over
three years (½ in
stock; ½ in cash)
with relative TSR
modifier
•
30% restricted stock
|
The 2024 performance
units measured
against ROCE
performance relative
to performance peers
and including a
relative TSR modifier.
Relative ROCE
performance required
for a target PUP
payout is set at the
55th percentile.
Payouts of the primary
metric (relative ROCE)
are capped at target if
average HAL ROCE
for the applicable
three-year
performance period is
negative.
Restricted stock grants
have time-based
vesting and value is
driven by our share
price.
|
Award values were
targeted at the market
median for 2024.
|
|
HALLIBURTON
|
2025
Proxy Statement
|
49
|
|||
Compensation
Mix
As illustrated below, the majority of our CEO’s and NEOs’ total direct compensation opportunity is performance-based, at-
risk, and long-term. The following graphs show the mix of total target direct compensation set for our CEO and NEOs for the
2024 plan year. As part of its process, the Compensation Committee makes decisions about target long-term incentive
award opportunities for the following year during its regular December meeting.
|
89%
At-Risk Compensation
|
|
73%
Long-Term Incentives
|
|
83%
At-Risk Compensation
|
|
65%
Long-Term Incentives
|
Setting Executive Compensation
Role of the Compensation Committee
The Compensation Committee oversees the executive compensation program and has overall responsibility for making final
decisions about total compensation for all of the NEOs, except for the CEO, which is set by the entire Board of Directors. As
part of its annual process, the Compensation Committee works closely with senior management (as appropriate) and the
Compensation Committee’s independent compensation consultant. This process ensures consistency from year to year and
adherence to the responsibilities listed in the Committee’s Charter, which is available on our website.
The CEO does not provide recommendations concerning his own compensation, nor is he present when his compensation
is discussed by the Compensation Committee. The Compensation Committee, with input from its independent compensation
consultant, discusses the elements of his compensation in executive session and makes a recommendation to all the non-
management Directors for discussion and final approval. At the Compensation Committee’s request, a member of
management attends the executive session to answer questions.
The CEO, with input from the Compensation Committee’s independent compensation consultant, assists the Compensation
Committee in setting compensation for the other NEOs.
|
50
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Use of Independent Consultants and Advisors
The Compensation Committee engaged Pearl Meyer as its independent compensation consultant during 2024. Pearl Meyer
does not provide any other services to us. The primary responsibilities of the independent compensation consultant are to:
•
Provide independent and objective market data;
•
Conduct compensation analysis;
•
Recommend potential changes to the Comparator Peer Group and Performance Peer Group;
•
Recommend plan design changes;
•
Advise on risks associated with compensation plans; and
•
Review and advise on pay programs and pay levels.
These services are provided as requested by the Compensation Committee throughout the year. Based on their review of
our executive compensation program, Pearl Meyer concluded that our compensation plans do not appear to present any
material risks to the Company or its shareholders.
Comparator and Performance Peer Companies
The Compensation Committee uses various market data to examine and set target compensation opportunities for the
NEOs, as well as determine actual award payouts, to ensure that it provides competitive compensation opportunities and
approves actual compensation outcomes that are aligned with shareholder expectations.
In determining appropriate bases
for comparison, the Compensation Committee and our external compensation consultant have considered the fact that we
operate in an industry with very few direct peers of our size and reach. Additionally, many companies of our size and talent
composition operate in industries that lack the cyclicality of our own. As a result, the Compensation Committee has
determined that multiple peer groups should be employed, for specific purposes.
We have discussed these peer groups with
our shareholders, who are aware of the peer group construction challenges we face and are supportive of the groups we
have developed.
The following provides context for the different peer groups used to support the
Compensation Committee’s
process:
|
Comparator Peer Group — used to determine market levels of total compensation for the 2024 plan year.
|
|
Performance Peer Group — used to assess relative ROCE performance over a three-year performance period for
determining PUP payouts.
|
|
Oilfield Services Index (OSX) — used to assess relative TSR performance and adds a long-term performance component to
the PUP directly linked to stock price (modifier imposes an award penalty for bottom quartile performance and provides an
incentive for top quartile performance).
|
20
24 Comparator Peer Group
The Compensation Committee regularly assesses the market competitiveness of the Company’s executive compensation
program based on data from a comparator peer group. The companies comprising the Comparator Peer Group are
reviewed annually by the Committee and selected based on the following considerations:
•
Market capitalization;
•
Revenue and number of employees;
•
Global impact and reach; and
•
Industry affiliation.
Industry affiliation includes companies that are involved in the oil and natural gas and energy services industries. With data
provided by the independent compensation consultant, the Compensation Committee reviews the Comparator Peer Group
annually to ensure relevance. There are challenges developing a comparator peer group based solely on our industry
affiliation as the majority of our direct peers are significantly smaller in size and scale of operations. Consequently,
expansion beyond the direct industry is necessary to maintain a sufficient sample size of suitable comparison companies.
|
HALLIBURTON
|
2025
Proxy Statement
|
51
|
|||
The 2024 Comparator Peer Group was composed of the following peer companies within the energy industry, as well as
selected companies representing general industry. The 2024 Comparator Peer Group is unchanged from 2023. This peer
group was utilized to determine market levels of total compensation for the 2024 plan year:
|
3M Company
|
Hess Corporation
|
|
Apache Corporation
|
Honeywell International Inc.
|
|
Baker Hughes Company
|
Johnson Controls International plc
|
|
Caterpillar Inc.
|
NOV Inc.
|
|
ConocoPhillips
|
Occidental Petroleum Corporation
|
|
Deere and Company
|
SLB
|
|
Emerson Electric Co.
|
Transocean Ltd.
|
|
Fluor Corporation
|
Weatherford International plc
|
Because of variances in market capitalization and revenue size among the companies comprising our Comparator Peer
Group, the market data is size adjusted by revenue as necessary so that it is comparable with our trailing 12-month revenue.
These adjusted values are used to compare our executives’ compensation to those of the Comparator Peer Group.
Total compensation for each NEO is structured to target market-competitive pay levels in base salary and short- and long-
term incentive opportunities. We also place an emphasis on variable pay at risk, which enables this compensation structure
to position actual pay above or below the 50
th
percentile of our Comparator Peer Group depending on performance.
A consistent pre-tax, present value methodology is used in assessing stock-based and other long-term incentive awards.
The independent compensation consultant gathers and performs an analysis of market data for each NEO, comparing each
of their individual components of compensation and total compensation to those of the Comparator Peer Group. This
competitive analysis consists of comparing the market data of each of the pay elements and total compensation at the 25
th
,
50
th
, and 75
th
percentiles of the Comparator Peer Group to current compensation for each NEO.
2024 Performance Peer Group
For determining PUP award payouts, the Compensation Committee compares ROCE on a relative basis over three years to
the results of a performance peer group it selects. The Performance Peer Group used for the PUP is reviewed annually by
the Committee and is comprised of oilfield equipment and services companies and domestic and international exploration
and production companies. This peer group is used for the PUP because these companies represent the timing, cyclicality,
and volatility of the oil and natural gas industry and provide an appropriate industry group for measuring our relative
performance.
For the 2024 PUP cycle, the Compensation Committee set the performance measures on a 100% relative ROCE basis with
relative performance to be measured as of the three-year period ending December 31, 2026.
The Performance Peer Group used for the 2024 PUP consists of the following companies, and is unchanged from the
Performance Peer Group from 2023:
|
Apache Corporation
|
Nabors Industries Ltd.
|
|
Baker Hughes Company
|
NOV Inc.
|
|
Chesapeake Energy Corporation
|
SLB
|
|
Devon Energy Corporation
|
TechnipFMC plc
|
|
Hess Corporation
|
Transocean Ltd.
|
|
Marathon Oil Corporation
|
Weatherford International plc
|
|
Murphy Oil Corporation
|
The Williams Companies, Inc.
|
OSX
In addition to relative ROCE, the 2024 PUP cycle also uses a relative TSR modifier that compares three-year performance
against the constituents of the OSX and can increase or decrease the incentive opportunity payout by 25%. The OSX is
comprised of companies that are engaged in the same industry and impacted by the same external factors as we are. These
are also the same companies with whom we compete for investors’ dollars.
|
52
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
2024 Executive Compensation Outcomes in Detail
Base Salary
The Compensation Committee generally targets base salaries at the median of the Comparator Peer Group. The
Compensation Committee also considers the following factors when setting base salary:
•
Level of responsibility;
•
Experience in current role and equitable compensation relationships among internal peers;
•
Performance and leadership; and
•
External factors involving competitive positioning, general economic conditions, and marketplace compensation trends.
No specific formula is applied to determine the weight of each factor.
Salary reviews are conducted annually to evaluate each executive. Individual salaries are not necessarily adjusted each
year.
The Compensation Committee reviewed the base salary of each of our NEOs, and upon review of the market data and other
relevant factors, the Compensation Committee made the following adjustments to our NEOs’ base salaries effective January
1, 2024.
|
NEO
|
January 1, 2023
|
January 1, 2024
|
||
|
Mr. Miller
|
$
1,600,000
|
$
1,650,000
|
||
|
Mr. Carre
|
$
875,000
|
$
910,000
|
||
|
Mr. Beckwith
|
$
800,000
|
$
835,000
|
||
|
Mr. Richard
|
$
900,000
|
$
950,000
|
||
|
Mr. Slocum
|
$
600,000
|
$
800,000
|
Mr. Miller’s base salary was increased from
$1.60 million to $1.65 million
in recognition of his performance and to align his
total target direct compensation with the market median of our Comparator Peer Group. In connection with Mr. Slocum's
promotion to President – Eastern Hemisphere, his base salary was increased from $600,000 to $800,000.
Short-Term (Annual) Incentive
The Annual Performance Pay Plan is designed to provide executives and other key members of management the
opportunity to earn an annual cash bonus based on the annual performance of the Company. The Annual Performance Pay
Plan places a significant percentage of each NEO’s annual cash compensation at risk and aligns the interests of executives
and shareholders. It is administered in accordance with the terms of the Stock and Incentive Plan.
2024 Target Award Opportunities
Individual incentive award opportunities are established as a percentage of base salary at the beginning of the plan year
based on market-competitive targets. The maximum award a NEO can receive is limited to two times the target opportunity
level. The level of achievement of annual performance determines the dollar amount of incentive compensation payable to
participants following completion of the plan year. The Compensation Committee set incentive award opportunities under the
plan for 2024, which remained unchanged from 2023 levels for all NEOs, except Mr. Slocum, whose incentive opportunities
were increased due to his promotion:
|
NEO
|
Threshold
|
Target
|
Maximum
|
|
Mr. Miller
|
48%
|
150%
|
300%
|
|
Mr. Carre
|
32%
|
100%
|
200%
|
|
Mr. Beckwith
|
32%
|
100%
|
200%
|
|
Mr. Richard
|
35%
|
110%
|
220%
|
|
Mr. Slocum
|
35%
|
110%
|
220%
|
Threshold, Target, and Maximum opportunity dollar amounts can be found in the Grants of Plan-Based Awards in Fiscal
2024 table.
|
HALLIBURTON
|
2025
Proxy Statement
|
53
|
|||
2024 Plan Structure At-A-Glance
During our extensive shareholder outreach efforts over the years, we heard the importance of directly linking compensation
to demonstrated progress on our strategic priorities through objective and measurable goals. As a result, the structure of the
Annual Performance Pay Plan holds our NEO's accountable for making progress towards and then achieving specific
Financial Metrics, which comprise 80% of the annual plan structure. Additionally, our NEO's are incentivized to drive
progress on business-relevant non-financial metrics that support our long-term strategy. These Non-Financial Strategic
Metrics comprise 20% of the annual plan structure. The 2024 Annual Performance Pay Plan is
structured
:
|
|
Financial Metrics
80%
|
Non-Financial Strategic Metrics
20%
|
||
|
Measures
|
Net Operating Profit
After-Taxes (NOPAT)
|
Asset Turns
|
GHG Emissions
Reduction Performance
|
Our People
Performance
|
|
Weights
|
60%
|
20%
|
10%
|
10%
|
|
Rationale/
Shareholder
Alignment
|
Places emphasis on free cash flow and capital
discipline
|
Links directly to our key sustainable energy and our
people strategic priorities
|
||
|
54
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
2024 Financial Metrics
For 2024, as discussed above, financial performance under the Annual Performance Pay Plan was based on the
achievement of pre-established performance metrics: Net Operating Profit After-Taxes (NOPAT) and Asset Turns. The
Compensation Committee selected these metrics because they are key financial measures upon which we set our
performance expectations for the year and place an increased emphasis on free cash flow and capital discipline, as
preferred by our shareholders.
|
NOPAT =
Net Operating Profit After Taxes
|
|
OPERATING INCOME
|
||||||
|
+
|
Interest Income
|
|||||
|
+
|
Other Nonoperating Income (Expense), Net
|
|||||
|
=
|
NET OPERATING PROFIT
|
|||||
|
-
|
Income Taxes
|
|||||
|
=
|
NET OPERATING PROFIT AFTER TAXES
|
|||||
|
ASSET TURNS =
Revenue/Net Invested Capital
|
|
Average Net Assets
(1)
|
|||||||
|
-
|
Average Net Liabilities
(2)
|
||||||
|
|
=
|
NET INVESTED CAPITAL
|
|||||
(1)
Average Net Assets excludes cash and marketable investments, and current and non-current deferred income tax assets.
(2)
Average Net Liabilities excludes current and long-term debt, which includes finance lease liabilities, and non-current deferred income
tax liability.
Adjustments in the calculation of NOPAT and Asset Turns may, at times, be approved by the Compensation Committee and
can include the treatment of unusual items that may have impacted our actual results.
At the beginning of each plan year, the Compensation Committee approves an incentive award schedule that equates levels
of performance with cash reward opportunities. The performance goals range from “Threshold” to “Target” to “Maximum”.
Threshold reflects the minimum performance level that must be achieved for an award to be earned and Maximum reflects
the maximum awards that can be earned.
Traditionally, the performance goals are based on our annual operating plan, as reviewed and approved by our Board, and
are set at levels to meet or exceed shareholder expectations of our performance, as well as expectations of our performance
relative to our competitors. Given the cyclical nature of our business, our performance goals vary from year to year,
reflecting goals that are consistently rigorous but also reflective of the commodity price environment in which our industry
operates. The Compensation Committee may also consider other business performance factors that are important to our
investors, including health, safety, environment, and service quality, in determining the final payout amounts under the
Annual Performance Pay Plan.
|
HALLIBURTON
|
2025
Proxy Statement
|
55
|
|||
2024 Non-Financial Strategic Metrics
The 2024 metrics for the Annual Performance Pay Plan include Non-Financial Strategic Metrics focused on two categories:
sustainability (specifically GHG emissions reduction performance) and o
ur people
.
The Compensation Committee selected
these categories and their respective metrics and goals at the beginning of the year to intentionally reflect the Company’s
strategy and perspective:
the sustainability of our business, the reduction in environmental impacts, and the enhancement of
the economic and social well-being of our employees and the communities in which we live and work are critical to our
success
. As such, each goal is also aligned with and measured against key principles designed to guide the NEOs’
decisions and actions throughout the year.
The Non-Financial Strategic Metrics are binary and limited to a Target award. Award opportunities for each category are
5%
or 10%
depending on the number of goals met. The specific metrics and goals in each category that were approved by the
Board for 2024,
as
well as the
a
ctual achievement results, are outlined below
:
|
2024 Metrics
|
Key Principles
|
2024 Goal
|
Achievement
|
|
Convert North America
hydraulic fracturing fleet
to lower emission
footprint
|
Because about 80% of our corporate Scope 1 and 2
GHG emissions are directly tied to hydraulic
fracturing, our fleet mix will drive future emissions
reduction by converting fleet to electric, and for
emissions intensity, we will be transparent about the
impact of our fleet transition.
|
Exit the year ≥ 30%
increase in electric frac
spreads
|
40%
|
|
Complete additional
rounds of prospects for
Halliburton Labs
|
Through Halliburton Labs we invest our scaling
resources, experienced team members, and global
business network connections to help innovative
early stage energy and climate tech companies use
their time and capital efficiently to commercialize
new solutions and increase company valuation.
It provides Halliburton insight into the unmet needs
of the evolving value chains beyond our existing
business. Pitch days facilitate the Advisory Board
selection of program participants. Company
Showcase events provide existing Halliburton Labs
company participants an additional avenue to
showcase their progress and meet with prospective
equity capital providers.
|
Complete three (3) or
more events (pitch days
or demo days)
|
3
|
|
Hire qualified women in
engineering and
geoscience roles
|
We measure ourselves against the National
Association of Colleges and Employers (NACE)
Graduation Rate for the disciplines in which we
recruit, including engineering, and geosciences. For
2022, the NACE rate was 22.7%.
|
Using the NACE
standard, 22.7% or
more of worldwide
engineering and
geoscience professional
hires are qualified
women
|
27.8%
|
|
Ensure appropriate
global workforce
localization
|
A workforce that is representative of the locations
where we work is important to the countries in which
we operate. We hire and develop local workforce
talent, while providing opportunities for exposure to
other parts of the world.
|
Greater than 90% of
worldwide headcount
localized
|
91.0%
|
2024 Performance Results
The performance goals and results are noted in the
table below
:
|
Category
|
Weight
|
Performance Measures
|
Threshold
|
Target
|
Maximum
|
Actual
|
||||||
|
Financial
|
60%
|
Net Operating Profit After Tax
|
$2.933B
|
$3.192B
|
$3.451B
|
$2.979B
|
||||||
|
20%
|
Asset Turns
|
1.775
|
1.811
|
1.847
|
1.755
|
|||||||
|
Non-Financial
Strategic
|
10%
|
Sustainability
|
Achieved
|
|||||||||
|
10%
|
Our People
|
Achieved
|
Based on the actual results presented in the table above, our NEOs received an overall payout of
50
%
of target for the
Annual Performance Pay Plan.
|
56
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Long-Term Incentives
The Stock and Incentive Plan is designed to reward consistent achievement of value creation and operating performance
goals, align management with shareholder interests, and encourage long-term planning and commitment. Long-term
incentives represent the largest component of total executive compensation opportunity.
Using a mix of incentive vehicles allows us to provide a diversified yet balanced long-term incentive program that effectively
addresses volatility in our industry and in the stock market, in addition to incentivizing our management to meet performance
goals. For the 2024 plan year, the Compensation Committee used the following combination of equity vehicles for long-term
incentive grants:
|
Vehicle
|
Weighting
|
Purpose
|
|
Performance Units
(1)
|
70% of Award
|
Rewards achievement of specific financial goals measured over a
three-year performance period
|
|
Restricted Stock
(2)
|
30% of Award
|
Supports leadership retention/stability objectives; five-year vesting
period
|
(1)
Performance units vest upon achievement of specific financial goals measured over a three-year performance period and are
denominated 50% in cash and 50% in stock. Dividend equivalents are measured and vest based on the same performance conditions
as the units denominated in stock. Accrued dividend equivalents that vest are paid out in cash.
(2)
Restricted stock grants are generally subject to a graded vesting schedule of 20% per year over five years. However, different vesting
schedules may be utilized at the discretion of the Compensation Committee. Shares of restricted stock receive dividend or dividend
equivalent payments.
Individual Incentive Opportunities
In determining the size of long-term incentive awards, the Compensation Committee first considers market data for
comparable positions and then may adjust the awards upwards or downwards based on the Compensation Committee’s
review of internal equity. This can result in positions of similar scope receiving awards of varying size. Awards are targeted to
the market median.
Mr. Miller's 2024 long-term incentive award was
aligned with the market median of our Comparator Peer
Group.
As part of its process, the Compensation Committee reviews and makes decisions about target long-term incentive award
opportunities for the following year during its regular December meeting.
Stock grants are then determined by dividing the
grant value by the average of the closing price of our common stock on the NYSE on each business day during the month of
December. The Compensation Committee reviews the final stock grant calculations again in January and determines final
approval. For the 2024 plan year, the Compensation Committee approved restricted stock and performance share grants in
January 2024.
Individual incentive opportunities are established based on market references and the NEO’s role within the organization. In
the Grants of Plan-Based Awards in Fiscal 2024 table, the Threshold, Target, and Maximum columns under the heading
Estimated Future Payouts Under Non-Equity Incentive Plan Awards indicate the potential cash payout for each NEO under
the 2024 PUP cycle, and the Threshold, Target, and Maximum columns under the heading Estimated Future Payouts Under
Equity Incentive Plan Awards indicate the potential shares that can be earned by each NEO for the 2024 PUP cycle. The
potential payouts are performance driven and completely at risk. Actual payouts and shares vesting, if any, will not be
determined until the three-year cycle closes on December 31, 2026.
A Closer Look at the Performance Unit Program
The PUP provides NEOs and other selected executives with incentive opportunities based on our consolidated ROCE
during a three-year performance period. This program reinforces our objectives for sustained long-term performance and
value creation. It also reinforces strategic planning processes and balances short-and long-term decision making.
The program measures ROCE on a relative basis to the results of a performance peer group over three years. The
Performance Peer Group used for the PUP is comprised of oilfield equipment and services companies and domestic and
international exploration and production companies. This peer group is used for the PUP because these companies
represent the timing, cyclicality, and volatility of the oil and natural gas industry and provide an appropriate industry group for
measuring our relative performance. The 2024 Performance Peer Group is listed on
page 51
of this CD&A.
|
HALLIBURTON
|
2025
Proxy Statement
|
57
|
|||
The three-year performance period aligns this measurement with our and our Performance Peer Group’s business cycles.
ROCE indicates the efficiency and profitability of our capital investments and is determined based on the ratio of earnings
divided by average capital employed. The calculation is as follows:
|
|
||||||
|
ROCE
|
=
|
+
Net income
|
After-tax interest expense
|
|||
|
Shareholders’ equity (average
of beginning and end of period)
|
+
|
Debt (average of beginning
and end of period)
|
||||
|
|
||||||
|
Why ROCE?
|
||||
|
|
Highly correlated to stock price performance over the
long-term, applying drivers that management can
directly influence.
|
|
Overwhelmingly supported by our shareholders.
|
|
|
|
Aligned with our strategy of delivering industry-
leading returns across the business cycle.
|
|
Eliminates the subjectivity inherent in setting long-
term absolute targets in a cyclical industry.
|
|
|
|
Reinforces the Company’s objective for sustained
long-term performance and value creation.
|
|
Provides our management team with a clear line of
sight to long-term financial results.
|
|
Consistent with our executive compensation objectives and strategy to deliver leading returns in our industry, over the past
ten years we delivered superior ROCE performance relative to the Oilfield Services Index (OSX), our two largest
competitors, and our Performance Peer Group. We believe that this long-term focus on generating superior returns within
our industry also correlates with our industry TSR outperformance over the same period of time.
2022 PUP Cycle
Performance Matrix
At the end of the three-year award cycle, the average ROCE of Halliburton and the Performance Peer Group will be
calculated, and performance percentiles will be determined. If Halliburton’s relative performance ranking is between the 25
th
and 75
th
percentiles, the payout will be interpolated accordingly. If Halliburton’s relative performance ranking is below the 25
th
percentile, there will not be a payout.
The PUP also uses a relative TSR modifier that compares three-year performance against the constituents of the OSX and
can increase or decrease the incentive opportunity payout by 25%. For purposes of calculating TSR used in the modifier, a
one-month averaging period is used beginning with the month preceding the performance period and ending with the last
month of the performance period. The modifier imposes an award penalty for bottom quartile performance and an incentive
for top quartile performance.
|
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|
2025
Proxy Statement
|
www.halliburton.com
|
|||
The performance matrix for the 2022 PUP cycle is as follows:
|
|
|
|
|
|
Relative TSR Modifier
|
|||||
|
|
|
Unadjusted
Incentive
Opportunity
|
Lower Quartile
Performance
≤25
th
percentile
|
2
nd
/3
rd
Quartile
Performance
>25
th
percentile &
<75
th
percentile
|
Upper Quartile
Performance
≥75
th
percentile
|
|||||
|
|
|
|
MULTIPLIER
(2)
|
|
||||||
|
|
|
75%
|
100%
|
125%
|
||||||
|
HAL ROCE
Ranking
(1)
vs.
Performance
Peer Group
|
Below Threshold
<25
th
percentile
|
0%
|
0%
(0% x 75%)
|
0%
(0% x 100%)
|
0%
(0% x 125%)
|
|||||
|
Threshold
25
th
percentile
|
25%
|
18.75%
(25% x 75%)
|
25%
(25% x 100%)
|
31.25%
(25% x 125%)
|
||||||
|
|
Target
50
th
percentile
|
100%
|
75%
(100% x 75%)
|
100%
(100% x 100%)
|
125%
(100% x 125%)
|
|||||
|
|
Challenge
≥75
th
percentile
|
200%
|
150%
(200% x 75%)
|
200%
(200% x 100%)
|
250%
(200% x 125%)
|
|||||
(1)
If Halliburton’s relative ROCE performance ranking is between the 25
th
and 75
th
percentiles, the payout will be interpolated accordingly.
(2)
If TSR is in the upper quartile but negative, the TSR Modifier will not apply.
Any awards earned at the end of the cycle will be issued 50% in stock and 50% in cash.
2022 PUP Cycle Results
The incentive opportunity set for our NEOs for the 2022 PUP cycle was based on Halliburton’s ROCE performance relative
to that of our Performance Peer Group for the three-year period ending December 31, 2024.
For this cycle, we achieved
ROCE of 15.51% which was above the 50th percentile and below the 75
th
percentile of our Performance Peer Group’s
ROCE of 12.43% and 15.77%, respectively, yielding an award paid at 192.22% of the target opportunity level. For the three-
year period ending December 31, 2024
,
we achieved TSR of 30.9%, which was between the 25
th
and 50
th
percentile relative
to the OSX and yielded no modification to the payout
. For purposes of calculating TSR, Halliburton Company is excluded
from the peer group, dividends are reinvested on the ex-dividend date, and a one-month averaging period is used beginning
with the calendar month preceding the beginning of the performance period and ending with the last calendar month of the
performance period.
The 2022 PUP Cycle will be paid 50% in cash and 50% in stock. Dividend equivalents are measured
and vest based on the same performance conditions as the units denominated in stock. Dividend equivalents are paid in
cash.
The NEOs received cash payments as set forth in the Non-Equity Incentive Plan Compensation column in the Summary
Compensation Table. The equity payment is reported in the 2024 Option Exercises and Stock Vested Table.
2024 PUP Cycle
Performance Matrix
Target
performance for relative ROCE is set at the 55
th
percentile of the Performance Peer Group. Additionally, payouts of
the primary metrics (relative ROCE) are capped at target when average Halliburton ROCE for the applicable three-year
performance period is negative.
|
HALLIBURTON
|
2025
Proxy Statement
|
59
|
|||
The performance matrix for the 2024 PUP cycle is as follows:
|
Relative TSR Modifier
|
||||||||||
|
Unadjusted
Incentive
Opportunity
(2)
|
Lower Quartile
Performance
≤25
th
percentile
|
2
nd
/3
rd
Quartile
Performance
>25
th
percentile &
<75
th
percentile
|
Upper Quartile
Performance
≥75
th
percentile
|
|||||||
|
|
MULTIPLIER
(3)
|
|
||||||||
|
75%
|
100%
|
125%
|
||||||||
|
HAL ROCE
Ranking
(1)
vs.
Performance
Peer Group
|
Below Threshold
<25
th
percentile
|
0%
|
0%
(0% x 75%)
|
0%
(0% x 100%)
|
0%
(0% x 125%)
|
|||||
|
Threshold
25
th
percentile
|
25%
|
18.75%
(25% x 75%)
|
25%
(25% x 100%)
|
31.25%
(25% x 125%)
|
||||||
|
Target
55
th
percentile
|
100%
|
75%
(100% x 75%)
|
100%
(100% x 100%)
|
125%
(100% x 125%)
|
||||||
|
Challenge
≥75
th
percentile
|
200%
|
150%
(200% x 75%)
|
200%
(200% x 100%)
|
250%
(200% x 125%)
|
||||||
(1)
If Halliburton’s relative ROCE performance ranking is between the 25
th
and 75
th
percentiles, the payout will be interpolated accordingly.
(2)
If Halliburton’s relative ROCE three-year average is negative, the payout will be capped at the
target level
. The TSR modifier still
applies.
(3)
If TSR is in the upper quartile but negative, the TSR Modifier will not apply.
Other Executive Benefits and Policies
Stock Ownership
Requirements
We have stock ownership requirements for our executive officers, which include all NEOs, to further align their interests with
our shareholders.
Our CEO is required to own Halliburton common stock in an amount equal to or in excess of six times his annual base
salary. Executive officers that report directly to the CEO are required to own an amount of Halliburton common stock equal
to or in excess of three times their annual base salary, and all other executive officers are required to own an amount of
Halliburton common stock equal to or in excess of two times their annual base salary. The Compensation Committee
reviews their holdings, which include restricted shares,
SEUs, RSUs,
and all other Halliburton common stock owned by the
officer, at each December meeting. Each executive officer has five years to meet the requirements, measured from the date
the officer becomes subject to the ownership level for the applicable office.
After the five-year stock ownership period described above, executive officers who have not met their minimum ownership
requirement must retain 100% of the net shares acquired upon restricted stock vesting until they achieve their required
ownership level. Also, any stock option exercise must be an exercise and hold.
As of December 31, 2024, all NEOs met the requirements.
Policies and Practices
Related to the Grant of Certain
Equity Awards
options in anticipation of the release of material nonpublic information; (ii)
we do not time
, and have not timed, the release of
material nonpublic information based on stock option grant dates or for the purpose of affecting the value of executive
compensation; and (iii)
we do not take, and have not taken, material nonpublic information into account when determining
formal
policy
with respect to the timing of stock option grants, and we did not grant stock options or stock appreciation rights
in 2024.
|
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|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Clawback Policy
We have a clawback policy, as required by the SEC and NYSE, under which we will seek to recoup incentive-based
compensation received by any of our current or former executive officers, which includes all NEOs, if and to the extent that
the Company is required to prepare an applicable accounting restatement. The recovery period includes the three
completed fiscal years immediately preceding the restatement date and any transition period (resulting from a change in the
Company’s fiscal year) of less than nine months within or immediately following those completed fiscal years. Incentive-
based compensation includes any compensation granted, earned, or vested based wholly or in part on the attainment of a
financial reporting measure, and the amount recoverable will be the difference between what was received by the executive
officer and what should have been received if it had been determined based on the restatement amounts, computed without
regard to any taxes paid.
The Board shall determine any restatement date and the Chief Financial Officer shall, with the approval of the
Compensation Committee, calculate the recoverable compensation for each affected executive officer. The Compensation
Committee shall determine the method of recovering any recoverable compensation, so long as it complies with Section
303A.14 of the NYSE Listed Company Manual. The Compensation Committee shall interpret and construe the policy and
make any determinations required to be made in recovering the recoverable compensation.
The Company shall not indemnify any current or former executive officer against the loss of recoverable compensation and
shall not pay or reimburse any current or former executive officer for premiums for any insurance policy to fund such
executive officer’s potential recovery obligations.
No restatements have occurred during the last fiscal year. A copy of the policy has been filed as an exhibit to the Company’s
most recent Form 10-K.
I
n addition, during 2024, t
he Company adopted a new supplementary recoupment policy under which we may seek, in
appropriate cases, to recoup incentive-based compensation, including both time- and performance-vesting awards paid to,
awarded to, or credited for the benefit of any of our executive officers, which includes all NEOs, if and to the extent that they
breached their fiduciary duty through a knowing or reckless material violation of law, breached the Code of Business
Conduct, in a matter that results in, or could reasonably expect to result in, material, reputational, or financial harm to the
Company, or had direct supervisory authority over an employee who participated in such violation and such officer
disregarded their own supervisory responsibilities. We may also recoup incentive-based compensation if an officer is named
as a defendant for the actions described above, and we either determine that the action is not indemnifiable or the officer
does not prevail at trial.
The disinterested members of the Board and the disinterested members of the Compensation Committee and the
Nominating and Corporate Governance Committee may be involved in reviewing, considering, and making determinations
regarding the officer’s alleged conduct, whether recoupment is appropriate or required, and the type and amount of incentive
compensation to be recouped from the officer.
There was no recoupment under the s
upplementary policy in 2024.
Hedging and Pledging Policy
We have a policy under which our Directors and executive officers, which includes all NEOs, and certain senior officers are
prohibited from:
•
hedging activities related to Halliburton securities; and
•
the pledging of Halliburton securities.
The policy defines hedging activities as the use of any financial instrument designed to hedge or offset a change in the
market value of any Halliburton security and defines pledging as the use of a Halliburton security or any related derivative
security as collateral for any form of indebtedness.
Additionally, the policy:
•
discourages all employees and Directors from speculative activities in Halliburton securities and related derivative
securities, such as puts or call options;
•
applies to all Halliburton securities, including restricted stock, restricted stock units, options, and debt securities, which are
issued by any Halliburton entity, and any other security directly or indirectly exercisable for or convertible or exchangeable
into any Halliburton security; and
•
applies regardless of whether or not the securities were acquired from our equity compensation plans.
|
HALLIBURTON
|
2025
Proxy Statement
|
61
|
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Retirement and Savings Plan
All NEOs may participate in the Halliburton Retirement and Savings Plan, which is the defined contribution benefit plan
available to all eligible U.S. employees. The matching contribution amounts we contributed on behalf of each NEO are
included in the Supplemental Table: All Other Compensation.
Supplemental Executive Retirement Plan
The objective of the Supplemental Executive Retirement Plan, or SERP, is to provide a competitive level of pay replacement
upon retirement. The current pay replacement target is 75% of base salary at age 65 with 25 years of service, using the
highest annual salary during the last three years of employment.
The material factors and guidelines considered in making an allocation include: (i) retirement benefits provided, both
qualified and nonqualified; (ii) current compensation; (iii) length of service; and (iv) years of service to normal retirement.
The calculation takes into account the following variables: (i) base salary; (ii) years of service; (iii) age; (iv) employer portion
of qualified plan savings; (v) age 65 value of any defined benefit plan; and (vi) existing nonqualified plan balances and any
other retirement plans.
Several assumptions are made annually and include a base salary increase percentage, qualified and nonqualified plan
contributions and investment earnings, and an annuity rate. These factors are reviewed and approved annually by the
Compensation Committee in advance of calculating any awards.
To determine the annual benefit, external actuaries calculate the total lump sum retirement benefit needed at age 65 from all
company retirement sources to produce an annual retirement benefit of 75% of the highest annual salary during the last
three years of employment. Company retirement sources include any Company contributions to qualified benefit plans and
contributions to nonqualified benefit plans. If the combination of these two sources does not yield a total retirement balance
that will meet the 75% objective, then contributions may be made annually through the SERP to bring the total benefit up to
the targeted level.
To illustrate, assume $10 million is needed at age 65 to produce an annual retirement benefit equal to 75% of base salary.
The participant is projected to have $3 million in qualified benefit plans resulting from Company contributions at retirement
and $4 million in nonqualified retirement plans resulting from Company contributions at retirement. Since the total of these
two sources is $7 million, a shortfall of $3 million results. This is the amount needed to achieve the 75% pay replacement
objective. This shortfall may be offset through annual contributions to the SERP.
Participation in the SERP is limited to the direct reports of the CEO and other selected executives as recommended by the
CEO and approved at the discretion of the Compensation Committee. However, participation one year does not guarantee
future participation. In 2024, the Compensation Committee authorized retirement allocations under the SERP to all NEOs.
Amounts allocated during 2024 are listed in the Supplemental Table: All Other Compensation and the 2024 Nonqualified
Deferred Compensation table.
All of the NEOs, except Mr. Beckwith, are fully vested in their respective account balances. Balances for active and
terminated participants earn interest at an annual rate of 5% and 10%, respectively.
Elective Deferral Plan
All NEOs may participate in the Halliburton Elective Deferral Plan, which was established to provide highly compensated
employees with an opportunity to defer earned base salary and incentive compensation to help meet retirement and other
future income needs.
Participants may elect to defer up to 75% of their annual base salary and up to 75% of their incentive compensation into the
plan. Deferral elections must be made on an annual basis, including the type and timing of distribution. Plan earnings are
based on the NEO’s choice of up to 12 investment options with varying degrees of risk, including the risk of loss. Investment
options may be changed by the NEO daily.
In 2024, none of our NEOs participated in this plan. Messrs. Richard and Slocum have account balances from participation
in the plan in prior years. Messrs. Miller, Carre, and Beckwith are not participants in the plan.
Further details can be found in
the 2024 Nonqualified Deferred Compensation table.
|
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|
|||
Benefit Restoration Plan
The Halliburton Company Benefit Restoration Plan provides a vehicle to restore qualified plan benefits that are reduced as a
result of limitations on contributions imposed under the Internal Revenue Code (IRC) or due to participation in other plans
we sponsor and to defer compensation that would otherwise be treated as excessive remuneration within the meaning of
IRC Section 162(m). Awards are made annually to those who meet these criteria and earn interest at an annual rate as
defined by the plan document. Awards and corresponding interest balances are 100% vested and distributed upon
separation.
I
n accordance with the plan document, participants earn monthly interest at the Internal Revenue Service Monthly Long-
Term 120% AFR rate, provided the interest rate shall be no less than 6% per annum or greater than 10% per annum.
Because the 120% Monthly AFR rate was below the 6% minimum interest threshold, plan participants earned interest at an
annual rate of 6% in 2024.
In 2024, all NEOs received awards under this
plan
in the amounts included in the Supplemental Table: All Other
Compensation and the 2024 Nonqualified Deferred Compensation table.
Perquisites
We do not pay for tax gross ups for personal use of corporate aircraft, executive physical examinations, financial planning,
or country club dues for our NEOs. We do not provide cars to our NEOs. However, a car and part-time driver is available for
Mr. Miller’s limited use as needed for security purposes and so that he can work while in transit to meet customers or attend
business-related functions.
We provided security at the personal residences of Mr. Miller during 2024.
As a result of the recommendations provided by an independent, third-party security consultant, the Board has determined
that Mr. Miller must use company aircraft for all travel. The security study also recommends that his spouse and children use
company-provided aircraft.
Specific amounts for the only available perquisites are detailed in the Supplemental Table: All Other Compensation.
Elements of Post-Termination Compensation and Benefits
Termination events that trigger payments and benefits include normal or early retirement, cause, death, disability, and
voluntary termination. Post-termination or change-in-control payments with qualifying termination may include severance,
accelerated vesting of restricted stock and stock options, payments under cash-based short- and long-term incentive plans,
share vesting under the long-term incentive plan, payout of nonqualified account balances, and health benefits, among
others. The impact of various events on each element of compensation for the NEOs is detailed in the Post-Termination or
Change-In-Control Payment table.
Impact of Regulatory Requirements on Compensation
IRC Section 16
2(m) generally disallows a tax deduction to public companies for compensation paid to the CEO, CFO, or any
of the three other most highly compensated officers (“covered employees”) to the extent the compensation exceeds $1
million in any year. Effective for tax years beginning after December 31, 2017, Section 162(m) has been revised to eliminate
the performance-based compensation exception and expand the provision to include an individual who is a covered
employee for 2017 or any later tax year will continue to be a covered employee for all subsequent taxable years, including
years after the death of the individual.
Although the tax deductibility of compensation is a consideration evaluated by our Compensation Committee, the Committee
believes that the elimination of the deduction on compensation payable in excess of the $1 million limitation for our NEOs is
not material relative to the benefit of being able to attract and retain talented management. Accordingly, our Compensation
Committee will continue to pay compensation that is not deductible.
|
HALLIBURTON
|
2025
Proxy Statement
|
63
|
|||
Executive
Compensation Tables
Summary Compensation
Table
The following tables set forth information regarding our CEO, CFO,
and
our thre
e other most-highly
c
ompensated executive
officers for the fiscal year ended December 31, 2024.
|
Name and
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change In
Pension Value
and NQDC
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||
|
Jeffrey A. Miller
Chairman, President
and Chief Executive
Officer
|
2024
|
1,650,000
|
–
|
7,603,396
|
–
|
8,020,988
|
5,921
|
1,046,038
|
18,326,343
|
|||||||||
|
2023
|
1,600,000
|
–
|
7,017,625
|
–
|
10,634,648
|
–
|
659,119
|
19,911,392
|
||||||||||
|
2022
|
1,500,000
|
–
|
7,239,220
|
–
|
14,009,829
|
6,251
|
647,017
|
23,402,317
|
||||||||||
|
Eric J. Carre
Executive Vice
President and Chief
Financial Officer
|
2024
|
910,000
|
–
|
1,985,648
|
–
|
2,373,907
|
2,673
|
432,951
|
5,705,179
|
|||||||||
|
2023
|
875,000
|
–
|
1,960,093
|
–
|
3,077,718
|
–
|
412,825
|
6,325,636
|
||||||||||
|
2022
|
825,000
|
–
|
2,046,769
|
–
|
3,896,349
|
2,844
|
329,499
|
7,100,461
|
||||||||||
|
Van H. Beckwith
Executive Vice
President, Secretary
and Chief Legal
Officer
|
2024
|
835,000
|
–
|
1,985,648
|
–
|
2,336,061
|
655
|
409,364
|
5,566,728
|
|||||||||
|
2023
|
800,000
|
–
|
1,960,093
|
–
|
3,034,884
|
–
|
352,988
|
6,147,965
|
||||||||||
|
Mark J. Richard
President – Western
Hemisphere
|
2024
|
950,000
|
–
|
2,474,369
|
–
|
2,917,640
|
61,359
|
1,125,436
|
7,528,804
|
|||||||||
|
2023
|
900,000
|
–
|
2,556,249
|
–
|
3,866,122
|
95,351
|
735,714
|
8,153,436
|
||||||||||
|
2022
|
850,000
|
–
|
2,555,241
|
–
|
4,870,848
|
1,972
|
714,490
|
8,992,551
|
||||||||||
|
Shannon Slocum
(1)
President – Eastern
Hemisphere
|
2024
|
800,000
|
–
|
2,474,369
|
–
|
833,278
|
88,698
|
1,929,567
|
6,125,912
|
(1)
Mr. Slocum was promoted to President - Eastern Hemisphere in March 2023.
Salary.
The amounts in the Salary column reflect the salary earned by each NEO.
Stock Awards.
The amounts in the Stock Awards column reflect the aggregate grant date fair value of the restricted stock
and performance shares awarded in 2024. Each amount reflects an accounting expense and does not correspond to actual
value that may be realized by a NEO in the future. Except where there is a distinction to make between the two types of
awards, this proxy statement refers to both restricted stock and restricted stock units as “restricted stock.” We calculate the
fair value of restricted stock awards by multiplying the number of restricted shares or restricted stock units granted by the
closing stock price on the grant date. For the performance shares, a Monte Carlo simulation that uses a probabilistic
approach was performed by an actuary to determine grant date fair value. The NEOs may never realize any value from
these performance shares and, to the extent that they do, the amounts realized may have no correlation to the amounts
reported above.
Non-Equity Incentive Plan Compensation.
The Non-Equity Incentive Plan Compensation column reflects amounts earned
in 2024 for the 2024 Halliburton Annual Performance Pay Plan and the award amount payable in cash for the 2022 PUP
cycle.
The 2024 Halliburton An
nual Performance Pay Plan amounts
paid to each NEO are: $1,248,885 for Mr. Miller; $459,204 for
Mr. Carre; $421,358 for Mr. Beckwith; $527,288 for Mr. Richard; and $444,032 for Mr. Slocum.
The 2022 PUP cycle amounts paid to each NEO are: $6,772,103 for Mr. Miller; $1,914,703 for Mr. Carre; $1,914,703 for
Mr. Beckwith; $2,390,352 for Mr. Richard; and $389,246 for Mr. Slocum.
The amounts paid to the NEOs for the 2022 PUP
cycle differ from what is shown in the Grants of Plan-Based Awards in Fiscal Year 2024 table under Estimated Future
Payments Under Non-Equity Incentive Plan Awards. That table indicates the potential award amounts payable in cash under
the 2024 PUP cycle, which will close on December 31, 2026.
Change in Pension Value and NQDC Earnings.
The amounts in the Change in Pension Value and NQDC Earnings
column are attributable to the above-market earnings for various nonqualified plans. The methodology for determining what
constitutes above-market earnings is the difference between the interest rate as stated in the applicable nonqualified plan
document and the Internal Revenue Service Annual Long-Term 120% AFR rate as of December 31, 2024. The 120% Annual
AFR rate used for determining above-market earnings in 2024 was 5.45%.
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|
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Supplemental Executive Retirement Plan
Above-Market Earnings.
The current interest rate for active participant accounts in
the Supplemental Executive Retirement Plan is 5% as defined by the plan document. Because the 120% Annual AFR rate of
5.45% is above the interest rate earned by participants, there were no above-market earnings for the Supplemental
Executive Retirement Plan for 2024.
Benefit Restoration Plan
Above-Market Earnings.
In accordance with the plan document, participants earn monthly interest
at the Internal Revenue Service Monthly Long-Term 120% AFR rate, provided the interest rate shall be no less than 6% per
annum or greater than 10% per annum. Because the 120% Annual AFR rate was below the 6% minimum interest threshold,
the above-market earnings associated with this plan were 0.55% (6% minus 5.45%) for 2024.
NEOs earned above-market earnings for their balances associated with the plan as follows: $5,921 for Mr. Miller; $2,673 for
Mr. Carre; $655 for Mr. Beckwith; $2,003 for Mr. Richard; and $467 for Mr. Slocum.
Elective Deferral
Plan Above-Market Earnings.
The average NEO earnings for the balances associated with the Elective
Deferral Plan were 13.70% for 2024. The above-market earnings associated with this plan equaled 8.25% (13.70% minus
5.45%) for 2024.
NEOs earned above-market earnings for their balances associated with the plan as follows: $59,356 for Mr. Richard; and
$88,231 for Mr. Slocum.
The amounts shown in this column differ from the amounts shown for the Supplemental Executive Retirement Plan, the
Benefit Restoration Plan, and the Elective Deferral Plan in the 2024 Nonqualified Deferred Compensation table under the
Aggregate Earnings in Last Fiscal Year column because that table includes all earnings and losses, and the Summary
Compensation Table shows above-market earnings only.
All Other Compensation.
Detailed information for amounts included in the All Other Compensation column can be found in
the Supplemental Table: All Other Compensation.
Supplemental Table: All Other Compensation
The following table details the components of the All Other Compensation column of the Summary Compensation Table for
2024.
|
Name
|
Halliburton
Foundation
($)
|
Halliburton
Giving
Choices
($)
|
HALPAC
($)
|
Restricted
Stock
Dividends
($)
|
HRSP
Employer
Match
($)
|
HRSP
Basic
($)
|
Benefit
Restoration
Plan
($)
|
SERP
($)
|
Expatriate
($)
|
All
Other
($)
|
Total
($)
|
|||||||||||
|
Jeffrey A.
Miller
|
112,500
|
–
|
5,000
|
258,050
|
16,944
|
6,900
|
91,350
|
363,000
|
–
|
192,294
|
1,046,038
|
|||||||||||
|
Eric J.
Carre
|
–
|
–
|
–
|
69,556
|
16,945
|
6,900
|
39,550
|
300,000
|
–
|
–
|
432,951
|
|||||||||||
|
Van H.
Beckwith
|
45,000
|
–
|
5,000
|
68,413
|
16,751
|
6,900
|
34,300
|
233,000
|
–
|
–
|
409,364
|
|||||||||||
|
Mark J.
Richard
|
45,000
|
460
|
5,000
|
88,899
|
17,164
|
6,900
|
42,350
|
916,000
|
–
|
3,663
|
1,125,436
|
|||||||||||
|
Shannon
Slocum
|
4,628
|
–
|
3,048
|
51,883
|
16,945
|
6,900
|
31,850
|
478,000
|
1,336,313
|
–
|
1,929,567
|
Halliburton Foundation
.
The Halliburton Foundation allows NEOs and other employees to donate to approved universities,
medical hospitals, and primary schools of their choice. In 2024, the Halliburton Foundation matched donations up to $20,500
on a 2.25 for 1 basis. Mr. Miller participated in the Halliburton Foundation’s matching program for Directors, which allowed
his 2024 contributions up to $50,000 to qualified organizations to be matched on a 2.25 for 1 basis. To learn more about
Halliburton charitable giving and matching opportunities, refer to page
31.
Halliburton Giving Choices
.
The Halliburton Giving Choices Program allows NEOs and other employees to donate to
approved not-for-profit charities of their choice. We match donations by contributing ten cents for every dollar contributed by
employees. The amounts shown represent the match amounts the program donated to charities on behalf of the NEOs in
2024. To learn more about Halliburton charitable giving and matching opportunities, refer to page 31.
Halliburton Political Action Committee.
The Halliburton Political Action Committee, or HALPAC, allows NEOs and other
eligible employees to donate to political candidates and participate in the political process.
We match NEO’ and other
employee donations that are greater than $100 annually to HALPAC dollar-for-dollar
to a 501(c)(3) status nonprofit
organization of the contributor’s choice. The amounts shown represent the match amounts donated to charities on behalf of
the NEOs in 2024.
|
HALLIBURTON
|
2025
Proxy Statement
|
65
|
|||
Restricted Stock Dividends.
This is the amount of dividends paid on restricted stock held by NEOs in 2024. Restricted
stock units granted to employees do not receive dividend payments.
Retirement and Savings Plan Employer Match.
This is the contribution we made on behalf of each NEO to the Halliburton
Retirement and Savings Plan, our defined contribution plan. We match employee contributions up to 5% of each employee’s
eligible base salary up to the 401(a)(17) compensation limit of $345,000 in 2024.
Retirement and Savings Plan Basic Contribution.
This is the contribution we made on behalf of each NEO to the
Retirement and Savings Plan. If actively employed on December 31, 2024, or if they meet retirement eligibility requirements
of the plan as of their separation date, each employee
received
a contribution equal to 2% of their eligible base pay up to the
401(a)(17) compensation limit of
$345,000 in 2024.
Benefit Restoration Plan.
This is the award earned under the Benefit Restoration Plan in 2024 as discussed in the Benefit
Restoration Plan section of Compensation Discussion and Analysis. Associated interest, awards, and beginning and ending
balances for the Benefit Restoration Plan are included in the 2024 Nonqualified Deferred Compensation table.
Supplemental Executive Retirement Plan.
This is the award approved under the Supplemental Executive Retirement Plan
in 2024 as discussed in the Supplemental Executive Retirement Plan section of Compensation Discussion and Analysis.
Associated interest, awards, and beginning and ending balances for the Supplemental Executive Retirement Plan are
included in the 2024 Nonqualified Deferred Compensation table.
Expatriate Assignment.
In 2024, Mr. Slocum received compensation associated with his expatriate assignment similar in
type to that received by other expatriates on comparable assignments. Mr. Slocum received $68,522 for cost-of-living
adjustment; $80,000 for mobility premium;
$805,725
for tax equalization; $303,534 for housing allowance; $13,070 for auto
allowance; $65,432 for dependent education; and
$
30
for miscellaneous reimbursement.
All Other.
•
A
ircraft
Usage
.
As a result of the recommendations provided by an independent, third-party security consultant, the Board
has determined that Mr. Miller must use company aircraft for all travel. The security study also recommends that his
spouse and children use company-provided aircraft. For 2024, the incremental cost to us for this personal use of our
aircraft was $182,368 for Mr. Miller. For total compensation purposes in 2024, we valued the incremental cost of the
personal use of aircraft using a method that takes into account: landing, parking, hanger, flight planning services, and
dead-head costs; crew travel expenses; supplies and catering; aircraft fuel and oil expenses per hour of flight; any
customs, foreign permit, and similar fees; and passenger ground transportation. NEOs are not reimbursed for the tax
impact of any imputed income resulting from aircraft usage.
•
Home Security.
We provide security for residences based on risk assessments. In 2024, home security costs were $2,679
for Mr. Miller.
•
Car/Driver.
A car and part-time driver is available for Mr. Miller’s limited use as needed for security purposes and so that
he can work while in transit to meet customers or attend business-related functions. In 2024, the cost to us for personal
use was $7,247.
•
Other Compensation.
In 2024,
Mr. Richard received
$3,663
in service anniversary gifts
.
|
66
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Grants of Plan-Based Awards
in Fiscal 2024
The following table represents amounts associated with the 2024 Performance Unit Program cycle, the 2024 Annual
Performance Pay Plan, and restricted stock awards granted in 2024 to our NEOs.
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
|
Grant Date
Fair Value
of Stock
and
Options
Awards
($)
(4)
|
|||||||||||||||
|
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|||||||||||
|
Jeffrey A.
Miller
|
989,188
|
3,956,750
|
7,913,500
|
(1)
|
||||||||||||||
|
792,000
|
2,475,000
|
4,950,000
|
(2)
|
|||||||||||||||
|
1/2/2024
|
27,478
|
109,910
|
219,820
|
(3)
|
3,969,949
|
|||||||||||||
|
1/2/2024
|
94,208
|
3,402,793
|
||||||||||||||||
|
Eric J.
Carre
|
258,329
|
1,033,317
|
2,066,634
|
(1)
|
||||||||||||||
|
291,200
|
910,000
|
1,820,000
|
(2)
|
|||||||||||||||
|
|
1/2/2024
|
7,176
|
28,703
|
57,406
|
(3)
|
1,036,752
|
||||||||||||
|
|
1/2/2024
|
24,603
|
888,660
|
|||||||||||||||
|
Van H.
Beckwith
|
258,329
|
1,033,317
|
2,066,634
|
(1)
|
||||||||||||||
|
267,200
|
835,000
|
1,670,000
|
(2)
|
|||||||||||||||
|
1/2/2024
|
7,176
|
28,703
|
57,406
|
(3)
|
1,036,752
|
|||||||||||||
|
1/2/2024
|
24,603
|
888,660
|
||||||||||||||||
|
Mark J.
Richard
|
321,913
|
1,287,650
|
2,575,300
|
(1)
|
||||||||||||||
|
334,400
|
1,045,000
|
2,090,000
|
(2)
|
|||||||||||||||
|
1/2/2024
|
8,942
|
35,768
|
71,536
|
(3)
|
1,291,940
|
|||||||||||||
|
1/2/2024
|
30,658
|
1,107,367
|
||||||||||||||||
|
Shannon
Slocum
|
321,913
|
1,287,650
|
2,575,300
|
(1)
|
||||||||||||||
|
281,600
|
880,000
|
1,760,000
|
(2)
|
|||||||||||||||
|
1/2/2024
|
8,942
|
35,768
|
71,536
|
(3)
|
1,291,940
|
|||||||||||||
|
1/2/2024
|
30,658
|
1,107,367
|
||||||||||||||||
(1)
Cash opportunity levels for the 2024 PUP cycle that are subject to a relative TSR modifier that can increase or decrease the incentive
opportunity payout by 25%.
(2)
Cash opportunity levels under the 2024 Halliburton Annual Performance Pay Plan.
(3)
Share opportunity levels for the 2024 PUP cycle that are subject to a relative TSR modifier that can increase or decrease the incentive
opportunity payout by 25%.
(4)
With respect to restricted stock awards, this column reflects the grant date fair value of the award. With respect to equity-based
incentive awards under the PUP, this column reflects the grant date fair value at target.
As indicated by footnotes (1) and (3), the cash opportunities for each NEO for the 2024 PUP cycle if the Threshold, Target,
or Maximum levels are achieved are reflected under Estimated Future Payouts Under Non-Equity Incentive Plan Awards,
and the share opportunities are reflected under Estimated Future Payouts Under Equity Incentive Plan Awards. The potential
payouts are performance driven and completely at risk. For more information on the 2024 PUP cycle, refer to Long-term
Incentives in Compensation Discussion and Analysis.
As indicated by footnote (2), the opportunities for each NEO under the 2024 Halliburton Annual Performance Pay Plan are
also reflected under Estimated Future Payouts Under Non-Equity Incentive Plan Awards. The potential payouts are
performance driven and completely at risk. For more information on the 2024 Halliburton Annual Performance Pay Program,
refer to Short-term (Annual) Incentive in Compensation Discussion and Analysis.
All restricted stock awards are granted under the Stock and Incentive Plan. The awards listed under All Other Stock Awards:
Number of Shares of Stock or Units were awarded to each NEO on the date indicated by the Compensation Committee.
The restricted stock grants awarded to the NEOs during 2024 are subject to a graded vesting schedule of
20% per year
over
five years. All restricted shares are priced at fair market value on the date of grant. Quarterly dividends are paid on the
restricted shares at the same
ti
me and rate
pay
able on our c
ommon s
tock, which was $0.17 per share during each quarter
of 2024.
The shar
es may not be sold or transferred until fully vested. The shares remain subject to forfeiture during the
restricted period in the event of the NEO’s termination of employment or an unapproved early retirement.
|
HALLIBURTON
|
2025
Proxy Statement
|
67
|
|||
The performance share grants awarded to the NEOs during 2024 are subject to a three-year performance period. All
performance shares are priced at fair market value on the date of grant. Quarterly dividends will not be paid during the
performance period but shall be accrued and paid in cash at the time, and to the extent, the underlying shares of Company
common stock are delivered.
Outstanding Equity Awards
at Fiscal Year End 2024
The following table represents outstanding stock option, restricted stock, and performance share awards for our NEOs as of
December 31, 2024. The market value of shares or units of stock not vested was determined by multiplying the number of
unvested restricted shares at year end by the closing price of our common stock on the
NYSE of $27.19 o
n December 31,
2024.
|
|
|
Option Awards
|
Stock Awards
|
||||||||||||||||
|
Name
|
Grant Date
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares
or Units
of Stock
Not Vested
(#)
|
Market Value
of Shares
or Units of
Stock
Not Vested
($)
|
Equity
Incentive
Plan
Awards:
# Unearned
Shares
Units or
Other
Rights
Not Vested
(#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares
Units or
Other Rights
Not Vested
($)
|
||||||||||
|
Jeffrey A.
Miller
|
12/2/2015
|
99,200
|
–
|
38.95
|
12/2/2025
|
||||||||||||||
|
12/7/2016
|
69,500
|
–
|
53.54
|
12/7/2026
|
|||||||||||||||
|
|
12/6/2017
|
128,500
|
–
|
43.38
|
12/6/2027
|
||||||||||||||
|
|
12/5/2018
|
171,200
|
–
|
31.44
|
12/5/2028
|
||||||||||||||
|
|
12/2/2020
|
53,280
|
1,448,683
|
||||||||||||||||
|
|
1/3/2022
|
79,853
|
2,171,203
|
||||||||||||||||
|
|
1/3/2023
|
65,478
|
1,780,347
|
||||||||||||||||
|
|
1/3/2023
|
95,489
|
2,596,346
|
||||||||||||||||
|
|
1/2/2024
|
94,208
|
2,561,516
|
||||||||||||||||
|
|
1/2/2024
|
109,910
|
2,988,453
|
||||||||||||||||
|
TOTAL
|
468,400
|
–
|
292,819
|
7,961,749
|
205,399
|
5,584,799
|
|||||||||||||
|
Eric J.
Carre
|
1/2/2015
|
24,750
|
–
|
39.49
|
1/2/2025
|
||||||||||||||
|
1/4/2016
|
9,534
|
–
|
34.48
|
1/4/2026
|
|||||||||||||||
|
|
12/7/2016
|
30,100
|
–
|
53.54
|
12/7/2026
|
||||||||||||||
|
|
12/6/2017
|
34,425
|
–
|
43.38
|
12/6/2027
|
||||||||||||||
|
|
12/5/2018
|
50,100
|
–
|
31.44
|
12/5/2028
|
||||||||||||||
|
|
12/2/2020
|
14,460
|
393,167
|
||||||||||||||||
|
|
1/3/2022
|
22,577
|
613,869
|
||||||||||||||||
|
|
1/3/2023
|
18,288
|
497,251
|
||||||||||||||||
|
|
1/3/2023
|
26,671
|
725,184
|
||||||||||||||||
|
|
1/2/2024
|
24,603
|
668,956
|
||||||||||||||||
|
|
1/2/2024
|
28,703
|
780,435
|
||||||||||||||||
|
TOTAL
|
148,909
|
–
|
79,928
|
2,173,243
|
55,374
|
1,505,619
|
|||||||||||||
|
Van H.
Beckwith
|
1/15/2020
|
54,348
|
–
|
23.57
|
1/15/2030
|
||||||||||||||
|
1/15/2020
|
5,939
|
161,481
|
|||||||||||||||||
|
|
12/2/2020
|
14,600
|
396,974
|
||||||||||||||||
|
|
1/3/2022
|
22,577
|
613,869
|
||||||||||||||||
|
|
1/3/2023
|
18,288
|
497,251
|
||||||||||||||||
|
|
1/3/2023
|
26,671
|
725,184
|
||||||||||||||||
|
|
1/2/2024
|
24,603
|
668,956
|
||||||||||||||||
|
1/2/2024
|
28,703
|
780,435
|
|||||||||||||||||
|
TOTAL
|
54,348
|
–
|
86,007
|
2,338,531
|
55,374
|
1,505,619
|
|||||||||||||
|
68
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
|
|
|
Option Awards
|
Stock Awards
|
||||||||||||||||
|
Name
|
Grant Date
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares
or Units
of Stock
Not Vested
(#)
|
Market Value
of Shares
or Units of
Stock
Not Vested
($)
|
Equity
Incentive
Plan
Awards:
# Unearned
Shares
Units or
Other
Rights
Not Vested
(#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares
Units or
Other Rights
Not Vested
($)
|
||||||||||
|
Mark J.
Richard
|
1/2/2015
|
14,807
|
–
|
39.49
|
1/2/2025
|
||||||||||||||
|
1/4/2016
|
28,604
|
–
|
34.48
|
1/4/2026
|
|||||||||||||||
|
|
1/3/2017
|
17,119
|
–
|
55.68
|
1/3/2027
|
||||||||||||||
|
|
1/2/2018
|
24,019
|
–
|
49.61
|
1/2/2028
|
||||||||||||||
|
|
12/20/2018
|
43,924
|
–
|
27.14
|
12/20/2028
|
||||||||||||||
|
|
12/2/2020
|
18,760
|
510,084
|
||||||||||||||||
|
|
1/3/2022
|
28,185
|
766,350
|
||||||||||||||||
|
|
1/3/2023
|
23,851
|
648,509
|
||||||||||||||||
|
|
1/3/2023
|
34,783
|
945,750
|
||||||||||||||||
|
|
1/2/2024
|
30,658
|
833,591
|
||||||||||||||||
|
|
1/2/2024
|
35,768
|
972,532
|
||||||||||||||||
|
TOTAL
|
128,473
|
–
|
101,454
|
2,758,534
|
70,551
|
1,918,282
|
|||||||||||||
|
Shannon
Slocum
|
1/4/2016
|
3,882
|
–
|
34.48
|
1/4/2026
|
||||||||||||||
|
1/3/2017
|
3,722
|
–
|
55.68
|
1/3/2027
|
|||||||||||||||
|
|
1/2/2018
|
12,090
|
–
|
49.61
|
1/2/2028
|
||||||||||||||
|
|
1/4/2021
|
18,462
|
501,982
|
||||||||||||||||
|
|
1/3/2022
|
13,221
|
359,479
|
||||||||||||||||
|
|
4/27/2022
|
27,824
|
756,535
|
||||||||||||||||
|
|
1/3/2023
|
16,791
|
456,547
|
||||||||||||||||
|
|
1/3/2023
|
7,293
|
198,297
|
||||||||||||||||
|
|
1/2/2024
|
30,658
|
833,591
|
||||||||||||||||
|
|
1/2/2024
|
35,768
|
972,532
|
||||||||||||||||
|
TOTAL
|
19,694
|
–
|
106,956
|
2,908,134
|
43,061
|
1,170,829
|
|||||||||||||
Stock options.
The awards vest annually in equal amounts over three-year vesting schedules
.
Restricted stock.
The awards vest in equal amounts over each grant’s five-year vesting schedule,
except for Mr. Slocum's
April 27, 2022, award, which will vest 100% three years from the grant date.
Performance shares.
The awards are subject to a three-year performance period.
2024 Option Exercises and
Stock Vested
The following table represents stock options exercised and restricted stock and performance shares that vested during fiscal
year 2024 for our NEOs.
|
Option Awards
|
Stock Awards
|
|||||||||||||
|
Name
|
Number of
Shares
Acquired on
Exercise
(#)
|
Value
Realized
on Exercise
($)
|
Number of
Shares
Acquired on
Vesting
(#)
|
Value
Realized
on Vesting
($)
|
||||||||||
|
Jeffrey A. Miller
|
–
|
–
|
428,116
|
12,390,381
|
||||||||||
|
Eric J. Carre
|
–
|
–
|
118,844
|
3,434,986
|
||||||||||
|
Van H. Beckwith
|
–
|
–
|
117,024
|
3,402,476
|
||||||||||
|
Mark J. Richard
|
–
|
–
|
149,987
|
4,340,068
|
||||||||||
|
Shannon Slocum
|
–
|
–
|
41,497
|
1,313,976
|
||||||||||
|
HALLIBURTON
|
2025
Proxy Statement
|
69
|
|||
The value realized for vested restricted stock awards was determined by multiplying the fair market value of the shares
(closing price of our common stock on the NYSE on the vesting date) by the number of shares that vested. Restricted
shares vested on various dates throughout the year. The value listed represents the aggregate value of all shares that
vested for each NEO in 2024.
The value realized for vested performance shares awards was determined by multiplying the fair market value of the shares
(closing price of our common stock on the NYSE on December 31, 2024) by the number of shares that vested.
2024
Nonqualified
Deferred
Compensation
The 2024 Nonqualified Deferred Compensation table reflects balances in our nonqualified plans as of January 1, 2024,
contributions made by the NEO and us during 2024, earnings (the net of the gains and losses on funds, as applicable),
distributions, and the ending balance as of December 31, 2024. The plans are described in Compensation Discussion and
Analysis.
|
Name
|
Plan
|
01/01/24
Balance
($)
|
Executive
Contributions
In Last
Fiscal Year
($)
|
Registrant
Contributions
In Last
Fiscal Year
($)
|
Aggregate
Earnings
In Last
Fiscal
Year
($)
|
Aggregate
Distributions
($)
|
Aggregate
Balance At
Last Fiscal
Year End
($)
|
|||||||
|
Jeffrey A.
Miller
|
SERP
|
10,611,774
|
–
|
363,000
|
542,868
|
–
|
11,517,642
|
|||||||
|
Benefit
Restoration
|
1,080,553
|
–
|
91,350
|
64,811
|
–
|
1,236,714
|
||||||||
|
TOTAL
|
11,692,327
|
–
|
454,350
|
607,679
|
–
|
12,754,356
|
||||||||
|
Eric J.
Carre
|
SERP
|
4,391,864
|
–
|
300,000
|
224,652
|
–
|
4,916,516
|
|||||||
|
Benefit
Restoration
|
487,460
|
–
|
39,550
|
29,240
|
–
|
556,250
|
||||||||
|
TOTAL
|
4,879,324
|
–
|
339,550
|
253,892
|
–
|
5,472,766
|
||||||||
|
Van H.
Beckwith
|
SERP
|
1,066,425
|
–
|
233,000
|
54,530
|
–
|
1,353,955
|
|||||||
|
Benefit
Restoration
|
119,894
|
–
|
34,300
|
7,189
|
–
|
161,383
|
||||||||
|
TOTAL
|
1,186,319
|
–
|
267,300
|
61,719
|
–
|
1,515,338
|
||||||||
|
Mark J.
Richard
|
SERP
|
5,180,571
|
–
|
916,000
|
264,953
|
–
|
6,361,524
|
|||||||
|
Benefit
Restoration
|
365,324
|
–
|
42,350
|
21,913
|
–
|
429,587
|
||||||||
|
Elective Deferral
|
924,330
|
–
|
—
|
109,732
|
147,070
|
886,992
|
||||||||
|
TOTAL
|
6,470,225
|
–
|
958,350
|
396,598
|
147,070
|
7,678,103
|
||||||||
|
Shannon
Slocum
|
SERP
|
308,000
|
–
|
478,000
|
15,713
|
–
|
801,713
|
|||||||
|
Benefit
Restoration
|
85,436
|
–
|
31,850
|
5,123
|
–
|
122,409
|
||||||||
|
Elective Deferral
|
881,267
|
–
|
–
|
136,260
|
169,002
|
848,525
|
||||||||
|
TOTAL
|
1,274,703
|
–
|
509,850
|
157,096
|
169,002
|
1,772,647
|
|
70
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Employment Contracts and Change-in-Control
Arrangements
Employment Contracts
All of our NEOs have employment agreements with us that contain substantial non-compete and non-solicitation provisions
post separation.
The employment agreements provide that if the agreement is terminated by the employee for good reason or by death,
disability, or retirement or his employment is terminated by the Company for any reason other than cause or a fiduciary
violation, all restrictions on restricted stock and units will lapse. In addition, in the case of a termination by the employee for
good reason or termination by the Company for any reason other than cause or a fiduciary violation, the employee will
receive a lump sum cash payment equal to two years of his base salary then in effect.
Change-in-Control Arrangements
We do not maintain individual change-in-control agreements or provide for excise tax gross-ups on any payments
associated with a change-in-control. Some of our compensation plans, however, contain change-in-control provisions, which
could result in payment of specific benefits.
Under the Stock and Incentive Plan, in the event of a change-in-control, awards are subject to double-trigger vesting, such
that, if a participant is terminated due to involuntary termination without cause, death, disability, good reason (as defined in
an employment agreement, or a similar constructive termination event, in each case, only if a severance benefit is payable
upon termination of employment due to such event pursuant to an employment agreement), or other event as specified in
the participant’s award document within the period beginning on the date of the public announcement of a transaction that, if
consummated, would constitute a corporate change and ending on the date that is the earlier of the announcement of the
termination of the proposed transaction or two years after the consummation of the transaction (a Qualifying Termination),
the following will occur automatically:
•
any outstanding options and stock appreciation rights shall become immediately vested and fully exercisable for the full
term thereof;
•
any restrictions on restricted stock awards shall immediately lapse;
•
all performance measures upon which an outstanding performance award is contingent are deemed achieved and the
holder shall receive a payment equal to the target amount of the award he or she would have been entitled to receive; and
•
any outstanding cash awards, including stock value equivalent awards, immediately vest and are paid based on the
vested value of the award.
Under the Annual Performance Pay Plan:
•
in the event of a change-in-control during a plan year, a participant experiencing a Qualifying Termination will be entitled to
payment equal to the target amount of the award he or she would have been entitled to receive, without proration; and
•
in the event of a change-in-control after the end of a plan year but before the payment date, a participant will be entitled to
an immediate cash payment equal to the incentive earned for the plan year.
Under the Performance Unit Program:
•
in the event of a change-in-control during a performance cycle, a participant experiencing a Qualifying Termination will be
entitled to both a payment equal to the target amount of the cash award he or she would have been entitled to receive and
the vesting of the target amount of performance shares awarded, without proration; and
•
in the event of a change-in-control after the end of a performance cycle but before the payment date, a participant will be
entitled to an immediate payment equal to the cash award earned and the vesting of performance shares earned for that
performance cycle.
Under the Employee Stock Purchase Plan, in the event of a change-in-control, unless the successor corporation assumes or
substitutes new stock purchase rights:
•
the purchase date for the outstanding stock purchase rights will be accelerated to a date fixed by the Compensation
Committee prior to the effective date of the change-in-control; and
•
upon such effective date, any unexercised stock purchase rights will expire and we will refund to each participant the
amount of his or her payroll deductions made for purposes of the Employee Stock Purchase Plan that have not yet been
used to purchase stock.
|
HALLIBURTON
|
2025
Proxy Statement
|
71
|
|||
Post-Termination or Change-in-Control Payments
The
following table
s and narratives represent the impact of certain termination events or a
change-in-control on each
element of compensation for NEOs as of December 31, 2024.
|
Termination Event
|
||||||||||
|
Name
|
Payments
|
- Early Retirement w/
Approval
- Normal Retirement
($)
|
- Resignation
- Early Retirement
w/o Approval
- Term for Cause
($)
|
- Term w/o Cause
($)
|
- Change-in-Control
w/ Qualifying
Termination
($)
|
|||||
|
Jeffrey A.
Miller
|
Severance
|
–
|
–
|
3,300,000
|
3,300,000
|
|||||
|
Annual Perf. Pay Plan
|
–
|
–
|
–
|
–
|
||||||
|
Restricted Stock
|
7,961,749
|
–
|
7,961,749
|
7,961,749
|
||||||
|
Stock Options
|
–
|
–
|
–
|
–
|
||||||
|
Performance Cash
|
7,351,166
|
–
|
–
|
7,491,750
|
||||||
|
Performance Shares
|
5,454,096
|
–
|
–
|
5,584,789
|
||||||
|
Nonqualified Plans
|
12,754,356
|
12,754,356
|
12,754,356
|
12,754,356
|
||||||
|
TOTAL
|
33,521,367
|
12,754,356
|
24,016,105
|
37,092,644
|
||||||
|
Eric J.
Carre
|
Severance
|
–
|
–
|
1,820,000
|
1,820,000
|
|||||
|
Annual Perf. Pay Plan
|
–
|
–
|
–
|
–
|
||||||
|
Restricted Stock
|
2,173,242
|
–
|
2,173,242
|
2,173,242
|
||||||
|
Stock Options
|
–
|
–
|
–
|
–
|
||||||
|
Performance Cash
|
2,005,345
|
–
|
–
|
2,020,667
|
||||||
|
Performance Shares
|
1,487,184
|
–
|
–
|
1,505,618
|
||||||
|
Nonqualified Plans
|
5,472,766
|
5,472,766
|
5,472,766
|
5,472,766
|
||||||
|
TOTAL
|
11,138,537
|
5,472,766
|
9,466,008
|
12,992,293
|
||||||
|
Van H.
Beckwith
|
Severance
|
–
|
–
|
1,670,000
|
1,670,000
|
|||||
|
Annual Perf. Pay Plan
|
–
|
–
|
–
|
–
|
||||||
|
Restricted Stock
|
2,338,530
|
–
|
2,338,530
|
2,338,530
|
||||||
|
Stock Options
|
–
|
–
|
–
|
–
|
||||||
|
Performance Cash
|
2,005,345
|
–
|
–
|
2,020,667
|
||||||
|
Performance Shares
|
1,487,184
|
–
|
–
|
1,505,618
|
||||||
|
Nonqualified Plans
|
161,383
|
161,383
|
161,383
|
161,383
|
||||||
|
TOTAL
|
5,992,442
|
161,383
|
4,169,913
|
7,696,198
|
||||||
|
Mark J.
Richard
|
Severance
|
–
|
–
|
1,900,000
|
1,900,000
|
|||||
|
Annual Perf. Pay Plan
|
–
|
–
|
–
|
–
|
||||||
|
Restricted Stock
|
2,758,534
|
–
|
2,758,534
|
2,758,534
|
||||||
|
Stock Options
|
–
|
–
|
–
|
–
|
||||||
|
Performance Cash
|
2,575,300
|
–
|
–
|
2,575,300
|
||||||
|
Performance Shares
|
1,909,336
|
–
|
–
|
1,918,271
|
||||||
|
Nonqualified Plans
|
7,678,103
|
7,678,103
|
7,678,103
|
7,678,103
|
||||||
|
TOTAL
|
14,921,273
|
7,678,103
|
12,336,637
|
16,830,208
|
||||||
|
Shannon
Slocum
|
Severance
|
–
|
–
|
1,600,000
|
1,600,000
|
|||||
|
Annual Perf. Pay Plan
|
–
|
–
|
–
|
–
|
||||||
|
Restricted Stock
|
2,908,134
|
–
|
2,908,134
|
2,908,134
|
||||||
|
Stock Options
|
–
|
–
|
–
|
–
|
||||||
|
Performance Cash
|
1,218,433
|
–
|
–
|
1,557,650
|
||||||
|
Performance Shares
|
912,741
|
–
|
–
|
1,170,840
|
||||||
|
Nonqualified Plans
|
1,772,647
|
1,772,647
|
1,772,647
|
1,772,647
|
||||||
|
TOTAL
|
6,811,955
|
1,772,647
|
6,280,781
|
9,009,271
|
||||||
|
72
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Early Retirement With Approval or Normal Retirement
Early Retirement.
A NEO becomes eligible for early retirement when the NEO has attained age 55 with ten years of service
or when the NEO’s age and years of service equals 70 points. Eligibility for early retirement does not guarantee retention of
stock awards (lapse of forfeiture restrictions on restricted stock and ability to exercise outstanding options for the remainder
of the stated term) or the pro rata distribution of performance awards, if earned. Early retirement eligibility is a condition that
must be met before the Compensation Committee will consider retention of stock awards and pro rata participation in
performance awards upon separation from employment. For example, if a NEO is eligible for early retirement but is leaving
us to go to work for a competitor, then the NEO’s stock awards would not be considered for retention.
Normal Retirement.
A NEO becomes eligible for normal retirement at age 65 and,
under our mandatory retirement policy
,
must retire by the last day of the calendar year in which they reach that age.
The following actions will occur for the NEO’s various elements of compensation under
Early Retirement With Approval or
Normal Retirement scenarios.
•
Severance Pay.
No severance would be paid to the NEO.
•
Annual Performance Pay Plan.
If the NEO retires prior to the end of the plan year for any reason other than death or
disability, he would forfeit any payment due under the plan, unless the Compensation Committee determines that the
payment should be prorated for the partial plan year.
•
Restricted Stock.
Any stock holdings restrictions would lapse upon the date of retirement. Restricted stock holdings
information can be found in the Outstanding Equity Awards at Fiscal Year End 2024 table.
•
Stock Options.
The NEO will be granted retention of the NEO’s option awards. The unvested awards will continue to vest
per the vesting schedule outlined in the NEO stock option agreements and any vested options will not expire until 10
years from the grant award date. Stock option information can be found in the Outstanding Equity Awards at Fiscal Year
End 2024 table.
•
Performance Cash.
The NEO will participate on a prorated basis for any PUP cycles that have not been completed at the
time of the NEO’s retirement. These payments, if earned, are paid out and the NEO would receive payments at the same
time as other participants, which is usually no later than March of the year following the close of the cycle.
In the case of
mandatory retirement, the Compensation Committee may, at its discretion, authorize full participation without proration for
any PUP cycles that have not been completed as of the NEO's retirement date.
•
Performance Shares.
The NEO will participate on a prorated basis for any PUP cycles that have not been completed at
the time of the NEO’s retirement. The shares, if earned, are vested and the NEO would receive the performance shares at
the same time as other participants, which is usually no later than March of the year following the close of the cycle.
In the
case of mandatory retirement, the Compensation Committee may, at its discretion, authorize full participation without
proration for any PUP cycles that have not been completed as of the NEO's retirement date.
•
Nonqualified Plans.
The NEO is entitled to any vested benefits under the applicable nonqualified plans as shown in the
2024 Nonqualified Deferred Compensation table. Payments from the Supplemental Executive Retirement Plan and
Benefit Restoration Plan are paid out of an irrevocable grantor trust. The principal and income of the trust are treated as
our assets and income for federal income tax purposes and are subject to the claims of our general creditors to the extent
provided in the plan. The Elective Deferral Plan is unfunded and we make payments from our general assets. Payments
from these plans may be paid in a lump sum or in annual installments for a maximum ten-year period.
Resignation, Early Retirement Without Approval, or Termination for Cause
Resignation.
Resignation is defined as leaving employment with us voluntarily, without having attained early or normal
retirement status (see the applicable sections above for information on what constitutes these statuses).
Early Retirement (Without Approval).
Early Retirement is defined as leaving employment with us voluntarily, having
attained early retirement status (see the applicable sections above for information on what constitutes this status). For
e
xample, if an NEO is eligible for early retirement, but leaves the Company to go to work for a competitor, their Early
Retirement generally would not be approved.
Termination (For Cause).
A
termination
for Cause
would occur for a reason such as violating our Code of Business
Conduct.
|
HALLIBURTON
|
2025
Proxy Statement
|
73
|
|||
The following actions will occur for the NEO's various elements of compensation under
Resignation, Early Retirement
Without Approval, or Termination for Cause scenarios.
•
Severance Pay.
No severance would be paid to the NEO.
•
Annual Performance Pay Plan.
No payment would be made to the NEO under the Performance Pay Plan.
•
Restricted Stock.
Any restricted stock holdings would be forfeited upon the date of separation. Restricted stock holdings
information can be found in the Outstanding Equity Awards at Fiscal Year End 2024 table.
•
Stock Options.
The NEO must exercise outstanding, vested options within 90 days after the NEO’s separation or the
options will be forfeited as per the terms of the stock option agreements. Any unvested stock options would be forfeited.
Stock option information can be found in the Outstanding Equity Awards at Fiscal Year End 2024 table.
•
Performance Cash.
The NEO would not be eligible to receive payments under the Performance Unit Program.
•
Performance Shares.
The NEO would not be eligible to receive performance shares under the Performance Unit Program.
•
Nonqualified Plans.
The NEO is entitled to any vested benefits under the applicable nonqualified plans as shown in the
2024 Nonqualified Deferred Compensation table. Refer above to Early Retirement With Approval or Normal Retirement for
more information on Nonqualified Plans.
Termination (Without Cause).
Should we terminate a NEO without cause, such as termination at our convenience, then
the provisions of the NEO’s employment agreement related to severance payments and lapsing of stock restrictions would
apply. Payments for these items are conditioned on a release agreement being executed by the NEO. The impact on the
NEO’s various elements of compensation is the same as described under
Early Retirement With Approval or Normal
Retirement
except as follows:
•
Severance Pay.
Severance is paid according to terms of the applicable employment agreement. Each NEO would receive
severance in the amount of two times base salary at the time of termination.
•
Performance Cash.
No payment would be paid to the NEO under the Performance Unit Program.
•
Performance Shares.
No performance shares would be vested under the Performance Unit Program.
Change-in-Control with Qualifying Termination.
Should we terminate a NEO in a Qualifying Termination as part of a
change-in-control, then the provisions of the NEO’s employment agreement related to severance payments and lapsing of
stock restrictions would apply. Payments for these items are conditioned on a release agreement being executed by the
NEO. The impact on the NEO’s various elements of compensation is the same as described under Termination (Without
Cause) except as follows:
•
Annual Performance Pay Plan.
A NEO experiencing a Qualifying Termination will be entitled to a payment equal to the
target amount of the award the NEO would have been entitled to receive, without proration. Assuming the change-in-
control occurred on the last business day of the year, no additional amounts under the plan would be paid. The actual
amounts paid for 2024 are reflected in the Summary Compensation Table and described in the Non-Equity Incentive Plan
Compensation narrative to that table. If a Qualifying Termination occurred on any other date, a NEO would receive the
target amount of the award, as shown in the Grants of Plan-Based Awards in Fiscal 2024 table.
•
Restricted Stock.
Restricted shares granted under the Stock and Incentive Plan vest in the event of a Qualifying
Termination. Restricted stock holdings information can be found in the Outstanding Equity Awards at Fiscal Year End 2024
table.
•
Performance Cash.
A NEO experiencing a Qualifying Termination will be entitled to a payment equal to the target amount
of the award the NEO would have been entitled to receive, without proration. Assuming the change-in-control occurred on
the last business day of the year, no additional amounts under the PUP plan would be paid for the 2022 PUP cycle. The
actual amounts paid for that cycle are reflected in the Summary Compensation Table and described in the Non-Equity
Incentive Plan Compensation narrative to that table. The Post-Termination or Change-in-Control Payments table reflects
the target award amounts that would be paid for the 2023 and 2024 PUP cycles.
•
Performance Shares.
A NEO experiencing a Qualifying Termination will be entitled to share vesting equal to the target
amount of the award the NEO would have been entitled to receive, without proration. Assuming the change-in-control
occurred on the last business day of the year, no additional shares would vest under the PUP plan for the 2021 PUP
cycle. The actual shares that vested for that cycle are reflected in a Form 4 filed by each NEO. The table reflects the
target award shares that would vest, valued at the closing price of our common stock on the NYSE on December 31,
2024, for the 2023 and 2024 PUP cycles.
A change-in-control without a Qualifying Termination has no effect on NEO compensation.
|
74
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Equity Compensation
Plan Information
The following
table
provides
certain information, as of December 31, 2024, with respect to our equity
c
ompensation plans
.
|
Plan Category
|
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
(a)
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
|
Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans
(Excluding
Securities Reflected in
Column (a))
(c)
|
|||
|
Equity compensation plans
approved by security holders
|
10,405,720
|
$
41.75
|
48,279,993
|
|||
|
Equity compensation plans not
approved by security holders
|
—
|
—
|
—
|
|||
|
TOTAL
|
10,405,720
|
$
41.75
|
48,279,993
|
|
HALLIBURTON
|
2025
Proxy Statement
|
75
|
|||
Pay Versus
Performance
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Str
eet Reform and
Consumer Protection Act
of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (PEO) and
Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider
the pay versus performance disclosure below in making its pay decisions for any of the years shown.
|
Value of Initial
Fixed $100
Investment
based on:
(4)
|
||||||||||||||||
|
Year
|
Summary
Compensation
Table Total for
Jeffrey A.
Miller
(1)
($)
|
Compensation
Actually Paid
to Jeffrey A.
Miller
(1,2,3)
($)
|
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs
(1)
($)
|
Average
Compensation
Actually Paid
to Non-PEO
NEOs
(1,2,3)
($)
|
TSR
($)
|
Peer
Group
TSR
($)
|
Net Income
($ Millions)
|
ROCE
(5)
|
||||||||
|
2024
|
|
|
|
|
|
|
|
|
||||||||
|
2023
|
|
|
|
|
|
|
|
|
||||||||
|
2022
|
|
|
|
|
|
|
|
|
||||||||
|
2021
|
|
|
|
|
|
|
|
|
||||||||
|
2020
|
|
|
|
|
|
|
(
|
(
|
||||||||
(1)
Jeffrey A. Miller
was our PEO for each year presented. The individuals comprising the Non-PEO named executive officers for each
year presented are listed below.
|
2020
|
2021
|
2022
|
2023
|
2024
|
||||
|
Eric J. Carre
|
Eric J. Carre
|
Eric J. Carre
|
Eric J. Carre
|
Eric J. Carre
|
||||
|
Lance Loeffler
|
Lance Loeffler
|
Lance Loeffler
|
Lawrence J. Pope
|
Van H. Beckwith
|
||||
|
Joe D. Rainey
|
Joe D. Rainey
|
Lawrence J. Pope
|
Joe D. Rainey
|
Mark J. Richard
|
||||
|
Mark J. Richard
|
Mark J. Richard
|
Joe D. Rainey
|
Mark J. Richard
|
Shannon Slocum
|
||||
|
Mark J. Richard
|
Van H. Beckwith
|
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do
not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary
Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)
C
ompensation Actually Paid reflects the exclusions and inclusions of certain amounts for the
PEO
and the Non-PEO NEOs as set forth
below. Equity values are calculated using valuation methodology that is consistent with the equity awards that we accounted for under
FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in
the Summary Compensation Table.
|
Year
|
Summary Compensation
Table Total for
Jeffrey A. Miller
($)
|
Exclusion of Stock
Awards for
Jeffrey A. Miller
($)
|
Inclusion of Equity
Values for
Jeffrey A. Miller
($)
|
Compensation
Actually Paid to
Jeffrey A. Miller
($)
|
||||
|
2024
|
|
(
|
|
|
|
Year
|
Average Summary
Compensation Table
Total for
Non-PEO NEOs
($)
|
Average Exclusion of
Stock Awards for
Non-PEO NEOs
($)
|
Average Inclusion of
Equity Values for
Non-PEO NEOs
($)
|
Average Compensation
Actually Paid to
Non-PEO NEOs
($)
|
||||
|
2024
|
|
(
|
|
|
|
76
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
tables:
|
Year
|
Year-End Fair
Value of Equity
Awards Granted
During Year That
Remained
Unvested as of
Last Day of Year
for
Jeffrey A. Miller
($)
|
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
Jeffrey A. Miller
($)
|
Vesting-Date Fair
Value of Equity
Awards Granted
During Year
that Vested
During Year for
Jeffrey A. Miller
($)
|
Change in Fair Value
from Last Day of Prior
Year to Vesting Date
of Unvested Equity
Awards that Vested
During Year for
Jeffrey A. Miller
($)
|
Total - Inclusion
of
Equity Values for
Jeffrey A. Miller
($)
|
|||||
|
2024
|
|
(
|
|
(
|
|
|
Year
|
Average Year-End
Fair Value of
Equity Awards
Granted During
Year That
Remained
Unvested as of
Last
Day of Year for
Non-PEO NEOs
($)
|
Average Change in
Fair Value from Last
Day of Prior Year to
Last Day of
Year of Unvested
Equity Awards for
Non-PEO NEOs
($)
|
Average Vesting-
Date Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
Non-PEO NEOs
($)
|
Average Change in
Fair Value from Last
Day of Prior Year to
Vesting Date of
Unvested Equity
Awards that Vested
During Year for
Non-PEO NEOs
($)
|
Total - Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)
|
|||||
|
2024
|
|
(
|
|
(
|
|
(4)
The Peer Group TSR set forth in this table utilizes the Oil Service Index (OSX), which we also utilize in the stock performance graph
required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison
assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the
OSX, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
We determined Return on Capital Employed (ROCE) to be the most important financial performance measure used to link Company
performance to Compensation Actually Paid to our
PEO
and Non-PEO NEOs in 2024, as we did in 2022-2023. More information on
ROCE can be found in the Long-Term Incentives section of Compensation Discussion and Analysis. This performance measure may
not have been the most important financial performance measure for years 2021 and 2020, and we may determine a different financial
performance measure to be the most important financial performance measure in future years.
|
HALLIBURTON
|
2025
Proxy Statement
|
77
|
|||
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company To
tal Shareholder Return (TSR)
Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently
completed fiscal
years
.
|
78
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal
years
.
|
HALLIBURTON
|
2025
Proxy Statement
|
79
|
|||
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and ROCE
Compensation Actually Paid to our Non-PEO NEOs, and our ROCE during the five most recently completed fiscal years
.
|
80
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Relationship Between Company TSR and Peer Group TSR
Service Index (OSX) over the same period.
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most
important in linking Compensation Actually Paid to our PEO and other NEOs for 2024 to Company performance. The
measures in this table are not ranked.
|
Most Important Financial Performance Measures
|
|
|
|
|
|
|
|
|
|
HALLIBURTON
|
2025
Proxy Statement
|
81
|
|||
CEO
Pay Ratio
For 2024, the annual total compensation of our CEO was
220
times the median of the annual total compensation of all
employees, based on annual total compensation of $18,326,343 for the CEO and $83,367 for the median employee.
This disclosure is based on an October 1, 2023
, employee population of 47,429, of which 15,222 were U.S. employees and
32,207 were non-U.S. employees. We excluded from this employee population 2,289 non-U.S. employees from 43 countries
as the total number of employees from these non-U.S. jurisdictions was less than 5% of our total employee population. After
applying the exclusion, the total employee population was 45,140.
|
Non-U.S. Employee Country Exclusions
|
||||||||||
|
Country
|
Headcount
|
Country
|
Headcount
|
Country
|
Headcount
|
Country
|
Headcount
|
|||
|
Albania
|
6
|
Ecuador
|
488
|
Kazakhstan
|
186
|
South Africa
|
1
|
|||
|
Austria
|
8
|
Equatorial
Guinea
|
6
|
Kenya
|
2
|
South Korea
|
2
|
|||
|
Bangladesh
|
30
|
Georgia
|
1
|
Netherlands
|
82
|
Spain
|
23
|
|||
|
Belgium
|
1
|
Germany
|
47
|
New
Zealand
|
77
|
Suriname
|
29
|
|||
|
Bolivia
|
123
|
Ghana
|
103
|
Panama
|
71
|
Switzerland
|
1
|
|||
|
Bulgaria
|
1
|
Guyana
|
132
|
Papua New
Guinea
|
57
|
Tanzania
|
1
|
|||
|
Cameroon
|
73
|
Hungary
|
3
|
Peru
|
1
|
Trinidad and
Tobago
|
89
|
|||
|
Chile
|
33
|
Israel
|
4
|
Philippines
|
7
|
Uganda
|
1
|
|||
|
Congo
|
91
|
Italy
|
150
|
Poland
|
32
|
Ukraine
|
9
|
|||
|
Cyprus
|
1
|
Ivory Coast
|
13
|
Romania
|
134
|
Vietnam
|
57
|
|||
|
Denmark
|
30
|
Japan
|
16
|
Senegal
|
67
|
|
|
|||
The median employee was identified using base pay, overtime pay, bonuses, allowances, and premiums. We used the total
gross wages of all employees as of our determination date of October 1, 2023, as a reasonable estimate of the median total
gross wages for the employee population and identified all employees within 1% of the median total gross wages. From this
group
we selected an employee as a reasonable representative of our median employee. Annual total compensation for
both the CEO and the median employee was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K.
The annual total compensation for our CEO includes both the amount reported in the “Total” column of our Summary
Compensation Table, $18,326,343, and the estimated value of our CEO’s health and welfare benefits, $13,296. Due to the
flexibility afforded in calculating the CEO pay ratio, the ratio may not be comparable to CEO pay ratios presented by other
companies.
|
82
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
General
Information
We are providing these proxy materials to you in connection with the solicitation by the Board of Directors of Halliburton
Company of proxies to be voted at our
2025
Annual Meeting of Shareholders and at any adjournment or postponement of
the meeting. By executing and returning the enclosed proxy, by following the enclosed voting instructions, or by voting via
the Internet or by telephone, you authorize the persons named in the proxy to represent you and vote your shares on the
matters described in the Notice of Annual Meeting.
The Notice of Internet Availability of Proxy Materials is being sent to shareholders on or about
April 1, 2025
. Our Annual
Report on Form 10-K, including financial statements, for the fiscal year ended
December 31, 2024
, accompanies this proxy
statement. The Annual Report on Form 10-K shall not be considered as a part of the proxy solicitation materials or as having
been incorporated by reference.
We will furnish without charge to each person whose proxy is being solicited, upon the written request of any such
person, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including the
financial statements. Such requests should be directed to the Corporate Secretary, Halliburton Company, 3000 N.
Sam Houston Parkway East, Houston, Texas 77032.
Subject to space availability, all shareholders as of the record date, or their duly appointed proxies, may attend the Annual
Meeting and each may be accompanied by one guest. Admission to the Annual Meeting will be on a first-come, first-served
basis. Registration will begin at 8:00 a.m. and the Annual Meeting will begin at 9:00 a.m. Please note that we will ask you to
present valid picture identification, such as a driver’s license or passport, when you check in at the registration desk.
If you hold your shares in “street name” (that is, through a broker or other nominee), you must bring a proxy issued in your
name from the record holder to the meeting.
You may not bring cameras, recording equipment, electronic devices, bags, briefcases, or packages into the
Annual Meeting.
If you attend the Annual Meeting, you may vote in person. If you are not present, you can only vote your shares if you have
voted via the Internet, by telephone, or returned a properly executed proxy; in these cases, your shares will be voted as you
specified. If you return a properly executed proxy and do not specify a vote, your shares will be voted in accordance with the
recommendations of the Board. You may revoke the authorization given in your proxy at any time before the shares are
voted at the Annual Meeting.
The
record date for determination of the shareholders entitled to vote at the Annual Meeting is the close of business on
March 24, 2025
. Our common stock, par value $2.50 per share, is our only class of capital stock that is outstanding. As of
March 24, 2025
, there were
861,980,775
s
hares
of our stock outstanding. Each outstanding share of common stock is
entitled to one vote on each matter submitted to the shareholders for a vote at the Annual Meeting. We will maintain for a
period of ten days ending on the day before the meeting date at our principal executive office a complete list of shareholders
entitled to vote at the Annual Meeting, which list shall be open to the examination by any shareholder for any purpose
germane to the meeting during ordinary business hours. Our principal executive office is located at 3000 N. Sam Houston
Parkway East, Administration Building, Houston, Texas 77032.
Votes cast by proxy or in person at the Annual Meeting will be counted by the persons we appoint to act as election
inspectors for the Annual Meeting. The holders of a majority in voting power of the shares of our common stock present in
person or represented by proxy and entitled to vote at the meeting shall constitute a quorum for the purpose of such
meeting.
For Proposal 1, each Director shall be elected by the vote of the majority of the votes cast by holders of shares of our
common stock represented in person or by proxy and entitled to vote in the election of Directors, provided that if the number
of nominees exceeds the number of Directors to be elected and all shareholder-proposed nominees have not been
withdrawn before the tenth (10
th
) day preceding the day we mail the Notice of Internet Availability of Proxy Materials to
shareholders for the Annual Meeting, the Directors shall be elected by the vote of a plurality of the shares of our common
stock represented in person or by proxy at the Annual Meeting and entitled to vote on the election of Directors. A majority of
the votes cast means that the number of votes “for” a Director must exceed the number of votes “against” that Director; we
will not count abstentions and broker non-votes. As a condition of being nominated by the Board for continued service as a
Director, each Director nominee has signed and delivered to the Board an irrevocable letter of resignation limited to and
conditioned on that Director failing to achieve a majority of the votes cast at an election where Directors are elected by
majority vote. For any Director nominee who fails to be elected by a majority of votes cast, where Directors are elected by
majority vote, his or her irrevocable letter of resignation will be deemed tendered on the date the election results are
certified. Such resignation shall only be effective upon acceptance by the Board.
For Proposals 2 and 3, the affirmative vote of the majority of votes cast by holders of shares of our common stock present in
person or represented by proxy at the meeting and entitled to vote on the subject matter will be the act of the shareholders.
Neither abstentions nor broker non-votes will be considered votes cast in determining the vote outcome.
|
HALLIBURTON
|
2025
Proxy Statement
|
83
|
|||
The election inspectors will treat broker non-votes, which are shares held in street name that cannot be voted by a broker on
specific matters in the absence of instructions from the beneficial owner of the shares, as shares that are present and
entitled to vote for purposes of determining the presence of a quorum. In determining the outcome of any matter for which
the broker does not have discretionary authority to vote, however, those shares will not have any effect on that matter. A
broker may be entitled to vote those shares on other matters.
In accordance with our confidential voting policy, no particular shareholder’s vote will be disclosed to our Directors, officers,
or employees, except:
•
as necessary to meet legal requirements and to assert claims for and defend claims against us;
•
when disclosure is voluntarily made or requested by the shareholder;
•
when the shareholder writes comments on the proxy card; or
•
in the event of a proxy solicitation not approved and recommended by the Board.
The proxy solicitor, the election inspectors, and the tabulators of all proxies, ballots, and voting tabulations are independent
and are not our employees.
Additional
Information
Involvement in Certain Legal Proceedings
There are no legal proceedings to which any of our Directors, executive officers, or any associate of any of our Directors or
executive officers is a party adverse to us or has a material interest adverse to us.
Advance Notice Procedures and Shareholder Proposals
Under our By-laws, no business, including nominations of a person for election as a Director, may be brought before an
Annual Meeting unless it is specified in the notice of the Annual Meeting or is otherwise brought before the Annual Meeting
by or at the direction of the Board or by a shareholder who meets the requirements specified in our By-laws and has
delivered notice to us (containing the information specified in the By-laws). To be timely, a shareholder’s notice for matters to
be brought before the
2026
Annual Meeting of Shareholders must be delivered to or mailed and received by our Corporate
Secretary at 3000 N. Sam Houston Parkway East, Administration Building, Houston, Texas 77032, not less than 90 days nor
more than 120 days prior to the anniversary date of the
2025
Annual Meeting of Shareholders, or no later than
February 20,
2026
, and no earlier than
January 21, 2026
. In addition, to comply with the universal proxy rules, shareholders who intend to
solicit proxies in support of Director nominees other than Company nominees must provide in the notice the information
required by Rule 14a-19 under the Securities Exchange Act of 1934.
This advance notice requirement does not preclude discussion by any shareholder of any business properly brought before
the Annual Meeting in accordance with these procedures.
Shareholders interested in submitting a proposal pursuant to SEC Rule 14a-8 for inclusion in the proxy materials for the
2026
Annual Meeting of Shareholders may do so by following the procedures prescribed in that rule. To be eligible for
inclusion, such shareholder proposals must be received by our Corporate Secretary at 3000 N. Sam Houston Parkway East,
Administration Building, Houston, Texas 77032, no later than
December 2, 2025
. The
2026
Annual Meeting will be held on
May 20, 2026.
Proxy Solicitation Costs
We are soliciting the proxies accompanying this proxy statement and we will bear the cost of soliciting those proxies. We
have retained Innisfree M&A Incorporated to aid in the solicitation of proxies. For these services, we will pay Innisfree a fee
of $17,500 an
d reimburse it for out-of-pocket disbursements and expenses. Our officers and employees may solicit proxies
personally and by telephone or other electronic communications with some shareholders if proxies are not received
promptly. We will, upon request, reimburse banks, brokers, and others for their reasonable expenses in forwarding proxies
and proxy materials to beneficial owners of our stock.
|
84
|
HALLIBURTON
|
2025
Proxy Statement
|
www.halliburton.com
|
|||
Other
Matters
As of the date of this proxy statement, we know of no business that will be presented for consideration at the Annual Meeting
other than the matters described in this proxy statement. If any other matters should properly come before the Annual
Meeting for action by shareholders, it is intended that proxies will be voted on those matters in accordance with the
judgment of the person or persons voting the proxies.
By Authority of the Board of Directors
Van H. Beckwith
Executive Vice President, Secretary and Chief Legal Officer
April 1, 2025
Directions to the Halliburton
Annual
Meeting of Shareholders
The Halliburton North Belt facility is located on the North Sam Houston Parkway (Beltway 8 Tollway) south feeder between
Aldine Westfield and JFK Boulevard.
3000 N. Sam Houston Parkway East
Houston, Texas 77032
281-871-4000
|
From I-45
|
From I-69 / US 59 and IAH
|
|
•
Take the Sam Houston Parkway East
•
Exit JFK Blvd
|
•
Take the Sam Houston Parkway West
•
Exit Aldine Westfield
•
“U-Turn” at Aldine Westfield and proceed east on the Sam
Houston Parkway feeder
|
The main entrance to the North Belt facility will be on your right, about halfway between Aldine Westfield and JFK
Blvd.
281.871.2699
www.halliburton.com
©
2025
Halliburton. All Rights Reserved.
Printed in theUSA
TABLE OF CONTENTS
Letter from the Chairman, President and CEO and Lead Independent Director iNotice of Annual Meeting of ShareholdersProxy Statement Summary2024 Strategic Priorities2024 Performance OverviewOur 2025 Board NomineesOur 2024 Named Executive OfficersOur Executive Compensation ProgramOur Year-round Shareholder EngagementCorporate GovernanceCorporate Governance Guidelines and Committee ChartersCode of Business ConductRelated Persons Transactions PolicyInsider Trading PoliciesThe Board of Directors and Standing Committees of DirectorsBoard LeadershipBoard and Committee OversightMembers of the Committees of Our Board of DirectorsBoard AttendanceEvaluation of Board and Director PerformanceShareholder Nominations of DirectorsQualifications of DirectorsBoard RefreshmentShareholder EngagementCommunication to the BoardProposal No. 1 Election of DirectorsInformation about Nominees for DirectorDirectors CompensationDirectors FeesDirectors Equity AwardsDirectors Deferred Compensation PlanDirectors Stock Ownership RequirementsDirector Clawback Policy2024 Director CompensationStock Ownership InformationDelinquent Section 16(a) ReportsStock Ownership of Certain Beneficial Owners and ManagementProposal No. 2 Ratification of Selection of Principal Independent Public AccountantsAudit Committee ReportFees Paid to KPMG LLPProposal No. 3 Advisory Approval of Executive CompensationCompensation Committee Report