UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

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

(Amendment No. ___)

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SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)

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2023 Highlights

 

		$33.14 billion total revenue			Safety and Sustainability
		$2.0 billion returned to shareholders through dividends and share repurchases
		$4.20 billion net income attributable to SLB				Fatality-Free operations
		$8.11 billion adjusted EBITDA+				15% Scope 1 & 2 emissions intensity reduction* vs 2022
		$6.64 billion cash flow from operations				13% Scope 3 emissions intensity reduction* vs 2022
		$4.04 billion free cash flow+				More than $1 billion of revenue generated by Transition Technologies™ portfolio

 

Inclusivity and Culture

 

		40%		30%		24.6%		Launched new Code of Conduct
		of Board committees chaired by women		women in executive leadership		women in salaried population		Together with Integrity
		+    See Appendix A for non-GAAP reconciliations
		*     Excludes acquired Aker Solutions subsea business

 

A Message from the Board of Directors

February 22, 2024

Dear SLB Shareholder,

2023 was a remarkable year at SLB—marked by widespread revenue growth, margin expansion, and exceptional cash flow. As a result, we returned $2.0 billion to shareholders in 2023 through dividends and share repurchases. We also recently increased our dividend by 10%, our third increase in the past two years and reflecting a cumulative 120% increase since the beginning of 2022. Furthermore, we announced plans to increase share repurchases in 2024, as we target to return more than $2.5 billion to shareholders in 2024.

During the year, our Board concluded a multi-year board refreshment exercise by appointing Mr. Jim Hackett as our new independent Board Chair. Mr. Hackett brings extensive knowledge of the global energy industry, both as the former Chairman and CEO of a global energy production and midstream company, and through his extensive governance experience as a board chair and director at numerous public companies serving the energy industry. This appointment demonstrates SLB’s commitment to balanced and ongoing board succession planning, with half of our non-executive director nominees joining the Board since 2021, bringing expertise in areas that are strategic for SLB.

We are actively embedding sustainability in everything we do, redefining the role that a global technology company in energy can play in the transition. In 2023, we reduced our emissions intensity—the amount of carbon emissions produced per dollar of revenue—across Scope 1, 2, and 3, in support of SLB’s 2025 emission reduction commitment. Further, our Transition Technologies™ portfolio generated more than $1 billion of revenue in 2023, as SLB continues to become our customers’ partner of choice for enhancing efficiency and reducing emissions.

Finally, we achieved our lowest recordable injury rate and highest level of operational reliability on record. These accomplishments are driving customer satisfaction and value creation for SLB, our customers, and our shareholders.

Overall, our impressive full-year results showcase SLB’s continued ability to deliver superior earnings, generate exceptional cash flows, and maintain a strong balance sheet. These achievements are a testament to the performance of our teams of dedicated women and men across the globe, the support of our partners, and the loyalty of our customers.

We thank you for your investment in SLB and for the opportunity to serve you and our Company as directors.

Sincerely,

Your Board of Directors

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

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

This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, goal, target, ambition, will, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain, and actual results or outcomes could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations include, but are not limited to, changing global economic and geopolitical conditions; changes in exploration and production spending by SLB’s customers and changes in the level of oil and natural gas exploration and development; the results of operations and financial condition of SLB’s customers and suppliers; SLB’s inability to achieve its financial and performance targets and other forecasts and expectations; SLB’s inability to achieve net-zero carbon emissions goals or interim emissions reduction goals; general economic, geopolitical, and business conditions in key regions of the world; the ongoing conflict in Ukraine; foreign currency risk; inflation; changes in monetary policy by governments; pricing pressure; weather and seasonal factors; unfavorable effects of health pandemics; availability and cost of raw materials; operational modifications, delays, or cancellations; challenges in SLB’s supply chain; production declines; the extent of future charges; SLB’s inability to recognize efficiencies and other intended benefits from its business strategies and initiatives, such as digital or new energy, as well as its cost reduction strategies; changes in government regulations and regulatory requirements, including those related to offshore oil and gas exploration, radioactive sources, explosives, chemicals, and climate-related initiatives; the inability of technology to meet new challenges in exploration; the competitiveness of alternative energy sources or product substitutes; and other risks and uncertainties detailed in SLB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (2023 Annual Report), and other filings that we make with the SEC. If one or more of these or other risks or uncertainties materialize (or the consequences of any such development changes), or should our underlying assumptions prove incorrect, actual results or outcomes may vary materially from those reflected in our forward-looking statements. Forward-looking and other statements in this proxy statement regarding our environmental, social, governance (ESG) and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking ESG and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

For definitions of adjusted EBITDA, free cash flow, free cash flow margin, and net debt, as well as reconciliations of these non-GAAP measures to their most comparable GAAP measures, see Appendix A.

Emissions intensity data in this proxy statement do not reflect the impact of the Aker Solutions subsea business, which was acquired in the fourth quarter of 2023.

Notice of 2024 Annual General Meeting of Shareholders

	Items of Business
	1.	Election of 11 director nominees.
	2.	Advisory “say-on-pay” approval of our executive compensation.
	3.	Approval of certain annual financial statements for the year ended December 31, 2023.
	4.	Ratification of the appointment of our independent auditor, PricewaterhouseCoopers LLP.
	Such other matters as may properly be brought before the meeting.
	By order of the Board of Directors,
	Dianne B. Ralston
	Chief Legal Officer and Secretary
	February 22, 2024

Wednesday, April 3, 2024

9:00 a.m. Curaçao time

 

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

 

Record Date

February 7, 2024

 

How to Cast Your Vote

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

 

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

 

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

Proxy Voting

Your vote is very important. Whether or not you plan to attend the annual general meeting in person, please sign, date, and promptly return your proxy card by mail, or alternatively please grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting. Voting instructions are provided on your proxy card or on the voting instruction form provided by your broker. Brokers are not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.

Important Notice of Internet Availability of Proxy Materials
for the Annual General Meeting of Shareholders to be Held on April 3, 2024

This Notice, the Proxy Statement, the Notice of Internet Availability of Proxy Materials (Notice of Internet Availability), and our 2023 Annual Report are each available free of charge at https://investorcenter.slb.com and www.proxydocs.com/SLB.

Table of Contents

 

Proxy Summary

 

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should carefully review this entire proxy statement and our 2023 Annual Report before voting.

 

Voting at the 2024 Annual General Meeting

 

The 2024 Annual General Meeting of Shareholders (the 2024 AGM) will be held at:

 

Meeting Date:	Wednesday, April 3, 2024
Place:	Curaçao Marriott Beach Resort John F Kennedy Boulevard, 3, Piscadera Bay Willemstad, Curaçao
Time:	9:00 a.m. Curaçao time
Record Date:	February 7, 2024

 

Each shareholder of record at the close of business on February 7, 2024 (the record date) is entitled to one vote for each share registered in that shareholder’s name. If your shares are registered in your name with SLB’s transfer agent, you may vote in person at the 2024 AGM, or you may authorize a proxy to vote your shares by one of the following methods:

 

By Internet www.proxypush.com/SLB

By Telephone (866) 240-5191

By Mail Sign, date, and mail your proxy card

 

If you are a “beneficial” owner of SLB common stock—which means you held your shares on the record date through a broker, bank, or other nominee—you should follow the voting instructions provided by your bank, broker, or nominee.

 

If you plan to attend the 2024 AGM in person, see “Information About the Meeting” beginning on page 66 for the requirements for admission to the meeting. Whether or not you plan to attend the 2024 AGM in person, please sign, date, and promptly return your proxy card by mail, or alternatively please grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting.

 

Voting Matters

 

Item		Our Board’s Recommendation	Vote Required for Election / Approval	Refer to Page
1	Election of 11 director nominees to our Board of Directors (the Board).	FOR each nominee	Majority of votes cast for nominee	12
2	Advisory “say-on-pay” approval of our executive compensation.	FOR	Majority of votes cast	31
3	Approval of our consolidated balance sheet at December 31, 2023, our consolidated statement of income for the year ended December 31, 2023, and the declarations of dividends by our Board in 2023.	FOR	Majority of votes cast	63
4	Ratification of the appointment of PricewaterhouseCoopers LLP (PwC) as our independent auditor for 2024.	FOR	Majority of votes cast	64

 

This proxy statement is first being made available to our shareholders on or about February 22, 2024.

Our Director Nominees

 

Peter Coleman	Patrick de La Chevardière	Miguel Galuccio	Jim Hackett
Former CEO and	Former Chief Financial Officer	Chairman and CEO	President
Managing Director	TotalEnergies SE	Vista	Tessellation Services
Woodside Petroleum Ltd.
Olivier Le Peuch	Samuel Leupold	Tatiana Mitrova	Maria Moræus Hanssen
Chief Executive Officer	Former Chief Executive Officer	Research Fellow	Former Deputy CEO
SLB	Ørsted Wind Power A/S	SIPA Center on Global	and COO
		Energy Policy	Wintershall Dea GmbH
		Columbia University
Vanitha Narayanan	Jeff Sheets	Ulrich Spiesshofer
Former Chairman and	Former EVP and CFO	Former President and CEO
Managing Director	ConocoPhillips	ABB Ltd.
IBM India

 

Governance Highlights

 

New Independent Board Chair appointed in 2023   No staggered board; all directors are elected annually   Fully independent Audit, Compensation, and Nominating and Governance committees   Regular executive sessions of non-employee directors   Majority vote standard for uncontested director elections   Annual performance evaluations of Board, its committees, and individual directors   99% average Board attendance in 2023   Launched new Code of Conduct – Together with Integrity in 2023

40% of Board committees are chaired by female directors   Demonstrated commitment to Board refreshment, with half of non-executive director nominees joining since 2021   Non-employee director tenure limits of 75 years of age or 10 years of service—whichever comes first   No hedging or pledging of our stock by SLB executives or directors   Robust stock ownership guidelines for SLB executives and directors   No lobbying or making financial or in-kind contributions to political parties or candidates   Proactive shareholder engagement

2023 Executive Compensation Highlights

 

Below is a summary of key elements of our 2023 executive compensation program, as further detailed under “Compensation Discussion and Analysis” (the CD&A) beginning on page 32 of this proxy statement.

 

Diversified LTI Program Structure with Rigorous PSU Performance Targets

 

In 2023, our NEOs continued to receive a mix of long-term incentive (LTI) grants, with 75% of their target LTI opportunity awarded in the form of performance share units (PSUs), and 25% awarded in the form of three-year, time-based restricted stock units (RSUs). As in 2022, payout under the 2023 PSUs will be contingent on achieving rigorous absolute free cash flow margin (FCF margin), relative return on capital employed (ROCE), and relative total shareholder return (TSR) performance goals over a three-year period.

 

Strategy-Focused STI Program with Emissions Reduction Objectives for All NEOs

 

In 2023, we continued to tie 70% of our NEOs’ target short-term incentive (STI) opportunity to Company financial goals—namely, full-year adjusted EBITDA and free cash flow—to ensure our executives remained focused on profitable, sustainable growth. In addition, we incorporated into our 2023 STI plan a new quantitative component focused on reducing our Scope 3 emissions intensity and improving gender diversity.

 

Performance-Aligned LTI and STI Payouts

 

Our NEOs’ LTI award payouts in 2023 were based on SLB’s strong multi-year ROCE results, as well as achieving target under our three-year FCF margin PSUs, partially offset by below-target relative TSR performance. Our NEOs also earned performance-aligned 2023 STI payouts based on SLB’s strong adjusted EBITDA and exceptional free cash flow results, together with key sustainability and workforce diversity achievements during the year.

 

Long-Term Equity Incentive Results		Short-Term Cash Incentive Results
Total LTI Award Payout — 127% — Our NEOs earned total LTI payouts of 127% of target with respect to their three-year LTI awards (including RSUs vested at 100%) that were granted in 2021 and vested in January 2024.   Target FCF Margin PSU Payout — Our NEOs earned 100% of the target shares of SLB stock under the FCF margin PSUs that they received in 2021, because SLB achieved its target three-year, cumulative FCF margin+ of 10.0%.   Strong Relative and Absolute ROCE Results — Our NEOs earned 250% of the target shares of SLB stock under the ROCE PSUs they received in 2021, based on SLB’s average annual ROCE for the three-year performance period, which was 477 bps above the average ROCE of the comparator group, together with SLB’s absolute 2023 ROCE of 16%.   Below-Target TSR Payout — Our NEOs earned 59% of the target shares of SLB stock under the TSR PSUs they received in 2021. This payout was based on SLB’s relative TSR percentile rank of 41% as compared to the three-year cumulative TSR results achieved by eight comparator companies in our core industry.		Average STI Payout — 151% — Our NEOs earned an average 2023 cash incentive payout of 151% of target.   Adjusted EBITDA+ — $8.107 billion — Our 2023 adjusted EBITDA of $8.107 billion represented a 25% increase over 2022, resulting in achievement of 119% of the target payout.   Free Cash Flow+ — $4.038 billion — Our 2023 free cash flow of $4.038 billion represented a 185% increase over 2022, resulting in achievement of 243% of the target payout.   Achieved Emissions and Gender Diversity Targets — In 2023, we reduced our Scope 3 emissions intensity by 13%* year on year. We also increased our percentage of women in salaried roles from 23.8% at year-end 2022 to 24.6% at year-end 2023. As a result, our NEOs earned 100% of the target payout.

 

+	See Appendix A
*	Excludes acquired Aker Solutions subsea business

Leader in Global Diversity

Workforce Diversity

As a leading global technology company that operates in more than 100 countries, with a workforce of approximately 111,000 people from diverse backgrounds, cultures, and nationalities, one of SLB’s greatest strengths is the diversity of our people. We believe that our ability to attract, develop, motivate, and retain a highly competent and diverse workforce has been paramount to our success for many decades. We recognize that cultivating diversity and promoting inclusion are essential to attracting the best talent from around the world and enabling creativity and innovation to drive business success.

Our long-standing commitment to national and cultural diversity is reflected in our workforce composition and our philosophy to recruit and develop people from the communities in which we operate. Our workforce nationality mix generally aligns with the revenue derived from the countries in which we work, as reflected in the charts below. This fosters a culture that is global in outlook, yet local in practice. With nearly 200 nationalities represented in SLB, and nine nationalities among our ten-member executive leadership team,our organization is a tapestry of various cultural backgrounds and perspectives.

SLB also recognizes the importance of gender diversity as a source of creativity, innovation, and competitive advantage. We are committed to leading our industry in this area and, in this regard, a number of years ago we established goals of having women represent 25% of our salaried workforce by 2025 and 30% by 2030. Our 2025 and 2030 targets include executive roles and all other salaried positions. Women represented 30% of our executive leadership team and 24.6% of our salaried workforce at year-end 2023.

Finally, as SLB is a truly global company with a rich legacy of national and cultural diversity, it is important that we do not limit our definitions of racial and ethnic diversity to the common classifications used in the United States. With respect to our U.S.-based employees and executives, our most recent EEO-1 Report is available on SLB’s website at https://www.slb.com/about/who-we-are/diversity-and-inclusion.

SLB does not make employment decisions, including decisions regarding hiring, promotion and compensation, on the basis of any legally protected characteristic, including nationality, race, or gender, but is focused on making opportunities to excel accessible to all. We implement this goal by adhering to employment laws in each of the countries in which we operate.

Board Diversity

A key component to the Board’s effective governance is its commitment to provide oversight and perspectives reflecting a diversity of independent views.

The members of SLB’s diverse Board represent ten nationalities spanning five continents. Three SLB directors are women—two of whom hold Board leadership positions chairing its Nominating and Governance and New Energy and Innovation committees. Our directors have an average age of 60 and have served on our Board for an average of four years.

The Nominating and Governance Committee supports SLB’s diversity ambition for its Board to reflect the gender, racial, and ethnic, cultural and geographical diversity of SLB’s global operations. As such, the Board seeks out women and nationally, racially, and ethnically diverse candidates to include in the pool of qualified candidates from which potential director nominees are chosen.

The following chart summarizes certain demographic characteristics of our director nominees.

Nationality

Argentina

Australia

France

Germany

Israel

Norway

Russia

Switzerland

United Kingdom

United States

Racial and Ethnicity Characteristics for U.S. Directors

East Asian or South Asian

White or Caucasian

Declined to Respond

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

Two or More Ethnicities

White or Caucasian

Other Demographic Information

Gender (M – Male, F – Female, or DR – Declined to Respond)

M

M

M

DR

M

DR

F

F

F

M

M

Age

63

66

55

70

60

53

49

59

64

66

59

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

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

ITEM 1. Election of Directors

All of SLB’s directors are elected annually at our AGM. The Board recommends that you vote FOR the election of each of our 11 director nominees to serve until our 2025 AGM (or until their earlier death, resignation, or removal).

Each of our director nominees is currently an SLB director and was previously elected by our shareholders at our 2023 AGM, except for our Board’s independent Chair, Mr. Hackett, who joined the Board after the AGM. Mr. Hackett succeeded Mr. Mark Papa, who retired from the Board in July 2023. The Board extends thanks and gratitude to Mr. Papa for his exceptional leadership and five years of service as a director, including four years serving as Chairman of the Board. For more information about Mr. Hackett’s appointment and our 2023 Board Chair succession process, see “Corporate Governance—New Independent Chair” on page 19 of this proxy statement.

If any director nominee is unable or unwilling to serve, the Board may decrease the size of the Board or designate a substitute nominee. If the Board designates a substitute nominee, proxies may be voted for that substitute nominee. Each of the director nominees has consented to stand for election and the Board knows of no reason why any nominee would be unable or unwilling to serve if elected.

At the 2024 AGM, votes may not be cast for a greater number of persons than the number of director nominees named in this proxy statement. Shares represented by properly executed proxies and not revoked will be voted in accordance with the instructions indicated on those proxy cards. If you have properly executed your proxy card and you have not given specific voting instructions, your shares will be voted in accordance with our Board’s recommendations.

The Board of Directors recommends a vote FOR each director nominee.

Skills and Experience of Our Director Nominees

Our Board believes our 11 director nominees provide a well-rounded set of expertise to assist in effective and independent oversight of SLB management. The following chart summarizes key qualifications of our director nominees—including knowledge, skills, experiences and other attributes that the Board believes are relevant to their Board and committee service.

Substantial Knowledge, Skills and Experience

Current or former chief executive officer

Energy industry and operations

Finance and accounting

Science, technology and engineering

Energy transition and sustainability

Digital innovation

Digital transformation

Information security

Strategy development & implementation

International business

Risk management

Economic modeling

Health, safety and environmental

Mergers and acquisitions

Academic relations

Government, regulatory & public policy

Other Attributes

Independence

SLB Board Chair or Committee Chair

Tenure

3

5

7

<1

5

3

6

4

3

5

3

Each director nominee possesses numerous other skills and experience not identified in the chart on page 12, as further detailed in their biographies below. For additional details on the Board’s process for identifying director nominees, see “Corporate Governance—Director Selection and Qualifications” on page 22 of this proxy statement.

Our Director Nominees

The nominees for election to the Board, together with information regarding each nominee’s qualifications, are set forth below. In the judgment of the Board, all director nominees are able to execute their duties as members of the Board and to devote the necessary time and attention to SLB, as required by our Corporate Governance Guidelines. In addition, there are no family relationships among any SLB executive officers and directors.

Peter Coleman,
Independent Director

Former CEO and Managing Director, Woodside Petroleum Ltd.   Director since 2021   Other Current Public Boards •   Arcadium Lithium plc   Former Public Director Roles During the Past Five Years •   Woodside Petroleum Ltd. •   Allkem Limited

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

PETER COLEMAN is the former Chief Executive Officer, Executive Director and Managing Director of Woodside Petroleum Ltd., Australia’s largest independent gas producer, having served in that role from 2011 until his retirement in June 2021. Prior to joining Woodside, Mr. Coleman spent 27 years with the ExxonMobil group in a variety of roles, including Vice President Asia Pacific from 2010 to 2011 and Vice President Americas from 2008 to 2010. Since 2012, he has been an adjunct professor of corporate strategy at the University of Western Australia Business School. He has served as chair of Arcadium Lithium plc, a leading global lithium chemicals producer, since January 2024, following the merger of Livent Corp. with Allkem Limited, where he had served as a director from October 2022 and as chair from November 2022 through January 2024. He has also served as chairman of the board of Infinite Green Energy, an Australian green hydrogen renewable energy company, since August 2021, as chair of H2EX, an Australian hydrogen exploration start-up, since April 2022, and as chair of DIRECT Infrastructure, an Australian-based offshore wind developer, since June 2022.

Reason for Nomination

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

Patrick de La Chevardière,
Independent Director

Former Chief Financial Officer, TotalEnergies SE   Director since 2019   Other Current Public Boards •   Michelin (Compagnie Générale des Établissements Michelin SCA)   Former Public Director Roles During the Past Five Years •   None

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

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

Reason for Nomination

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

Miguel Galuccio,
Non-Executive Director

Chairman and Chief Executive Officer, Vista   Director since 2017   Other Current Public Boards •   Vista   Former Public Director Roles During the Past Five Years •   None

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

MIGUEL GALUCCIO founded and is the Chairman and Chief Executive Officer of Vista Energy, S.A.B. de C.V. (Vista), the first listed independent energy company to operate and produce in the Vaca Muerta formation in Argentina, having held that position since 2017. In 2016, he co-founded GRIDX, a science-based incubation fund that creates and invests in biotech startups in Latin America, where he currently acts as chairman. Prior to that, from 2012 to 2016, he served as Chairman and Chief Executive Officer of YPF, Argentina’s largest energy company. From 1999 to 2012, he was an employee of SLB and held several international positions, his last being President, SLB Production Management. Prior to his employment at SLB, he served in various executive positions at YPF and its subsidiaries from 1994 to 1999, including YPF International. Mr. Galuccio is also a director of Nilus, a start-up company that develops technologies to lower the cost of living for low-income individuals.

Reason for Nomination

Mr. Galuccio brings to the Board leadership and operational expertise from his experience as former chairman and chief executive officer of Argentina’s largest energy company, which under his leadership became the world’s largest producer of shale oil outside of North America. He has valuable insight into the domestic and international energy policies of Argentina, Mexico, Venezuela, and Ecuador, and he brings a unique perspective of customer and company operations. He also remains active in the oil and gas exploration and production industry as a chief executive officer of an energy company.

Jim Hackett,
Independent Chair of the SLB Board of Directors

President, Tessellation Services   Director since April 2023   Other Current Public Boards •   Enterprise Products Holdings •   Fluor Corporation •   NuScale Power Corporation   Former Public Director Roles During the Past Five Years •   Alta Mesa Resources •   NOV Inc.

SLB Board Committees •   None   Other Experience and Education •   MBA, Harvard University Business School •   Master of Theological Studies, Harvard Divinity School •   Former Chairman of Board of the Federal Reserve Bank of Dallas •   Former Chairman of National Petroleum Council (US) •   Board service for multiple public companies in the energy services industry, including NOV, Halliburton, and Cameron International

JIM HACKETT has been the president of Tessellation Services, a privately held consulting services firm, since 2013. He was previously the executive chairman of Alta Mesa Resources, an onshore exploration and production company, from 2018 to March 2020, and was a partner and senior advisor at Riverstone Holdings, a private energy investment firm, from 2013 to March 2020. Prior to that, Hackett served as executive chairman and CEO of Anadarko Petroleum Corporation from 2003 to 2013. Since December 2021, he has been the non-executive chair of NuScale Power Corporation, where he also serves as chair of the organization and compensation committee and as a member of the audit committee. He has also been a director of Enterprise Products Holdings since 2014, where he serves as chair of the governance committee and as a member of the capital projects committee; and a director of Fluor Corporation since 2016, with prior service from 2001 to 2015, where he serves as chair of the organization and compensation committee and as a member of the executive and commercial strategies and operational risk committees. He has also been a faculty member at Rice University and The University of Texas at Austin since 2017, and he serves on the boards of trustees at Rice University and Baylor College of Medicine.

Reason for Nomination

Mr. Hackett brings to the board extensive knowledge of the global energy industry, as the former Chairman and CEO of a global energy production and midstream company, as well as board chair and director service at numerous public companies serving the energy industry, and financial acumen as the former Chairman of the Board of the Federal Reserve Bank of Dallas. The Board benefits from his operational and financial leadership on business strategy as well as his insights into international energy markets.

Olivier Le Peuch,
SLB Chief Executive Officer

Chief Executive Officer, SLB   Director since 2019   Other Current Public Boards •   None   Former Public Director Roles During the Past Five Years •   None

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

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

Reason for Nomination

Mr. Le Peuch brings to the Board unparalleled knowledge of SLB’s operational activities worldwide and its technology differentiation as a result of his service in various global leadership positions at SLB. The Board believes that Mr. Le Peuch’s service as our CEO is an important link between management and the Board, enabling the Board to perform its oversight function with the benefit of his perspectives on SLB’s business and operations.

Samuel Leupold,
Independent Director

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

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

SAMUEL LEUPOLD is the former chief executive officer of Ørsted Wind Power A/S, the principal subsidiary of Ørsted AS, a Danish renewable energy company, where he led Ørsted Wind Power to become the world’s leading developer, operator and owner of offshore wind assets during his tenure from 2013 to March 2018. Since May 2019, Mr. Leupold has served as an independent senior advisor supporting international clients in the energy and infrastructure sectors through his consultancy firm, Leupold Advisory. He has also served as chair of Corio Generation, a specialist offshore wind business and Macquarie Green Investment Group portfolio company, since March 2022, and as a director of Axpo Holding AG, Switzerland’s largest producer of renewable energy, since January 2024. Mr. Leupold previously served as a director of Enel SpA from May 2020 to May 2023.

Reason for Nomination

Mr. Leupold brings to the Board operational experience as the former CEO of a renewable energy company, as well as significant energy transition experience focused on the relationship between new energy generation and infrastructure capabilities. The Board benefits from his expertise on these issues as SLB seeks to implement our net-zero ambition and our strategy to deploy sustainable technologies to provide access to energy for the benefit of all.

Tatiana Mitrova,
Independent Director

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

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

TATIANA MITROVA has been a research fellow at the Center on Global Energy Policy at the School of International and Public Affairs at Columbia University since 2016. She has also been a visiting professor at the Paris School of International Affairs, part of the Paris Institute of Political Studies, since 2014. From 2017 to December 2020, she served as executive director of the Energy Centre of the Moscow School of Management SKOLKOVO, a graduate business school, where she also served as a professor until February 2022. She was also the head of research in the Oil and Gas Department in the Energy Research Institute of the Russian Academy of Sciences from 2011 to February 2022, and an assistant professor at the Gubkin Russian State University of Oil and Gas from 2008 to February 2022. She was previously a director of PAO Novatek from April 2020 to September 2022.

Reason for Nomination

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

Maria Moræus Hanssen,
Independent Director

Former Deputy Chief Executive Officer and Chief Operating Officer, Wintershall Dea GmbH   Director since 2020   Other Current Public Boards •   Kosmos Energy •   Scatec ASA   Former Public Director Roles During the Past Five Years •   Alfa Laval AB •   Yara International ASA

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

MARIA MORÆUS HANSSEN is the former Deputy CEO and Chief Operating Officer of Wintershall Dea GmbH, a German-based energy producer, having served in that role from May 2019 to December 2019 following the merger between DEA Deutsche Erdoel AG (DEA) and Wintershall Holding GmbH. Prior to that, she served as CEO of DEA and chair of its management board from 2018 until April 2019. Before joining DEA, she served as CEO of ENGIE E&P International SA and head of the E&P business unit for the ENGIE Group in Paris from 2015 to 2017. Ms. Moræus Hanssen served in various management and operations roles at Aker from 2008 to 2013, Statoil (now Equinor) from 2007 to 2008, and Norsk Hydro from 1992 to 2007. She has served on the boards of Scatec ASA since April 2020, Kosmos Energy since April 2023, and Å Energi since June 2023, and also serves in director and chair roles on various private company and non-profit boards. She previously served as deputy chairman and audit committee chair of Yara International from 2015 to May 2019, and as a director of Alfa Laval AB from May 2019 to May 2023.

Reason for Nomination

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

Vanitha Narayanan,
Independent Director

Former Chairman and Managing Director, IBM India   Director since 2021   Other Current Public Boards •   ReNew Energy Global •   HCL Technologies   Former Public Director Roles During the Past Five Years •   None

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

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

Reason for Nomination

Ms. Narayanan brings to the Board a wealth of global leadership and technology experience, particularly in India and other Asian markets. The Board values Ms. Narayanan’s digital expertise leading global technology businesses as SLB continues to implement its digital and AI strategies.

Jeff Sheets,
Independent Director

Former EVP and Chief Financial Officer, ConocoPhillips   Director since 2019   Other Current Public Boards •   Enerplus Corporation •   Westlake Corporation   Former Public Director Roles During the Past Five Years •   None

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

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

Reason for Nomination

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

Ulrich Spiesshofer,
Independent Director

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

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

ULRICH SPIESSHOFER is the former president and Chief Executive Officer of ABB Ltd., a multinational technology-focused corporation, having served in that role from 2013 to April 2019 and as an ABB executive committee member from 2005 to April 2019. Under Dr. Spiesshofer’s leadership, ABB transformed into a global leader in digital industries and a respected technology company at the nexus of industrial products and services, robotics, and software. Since June 2020, he has served as a senior advisor at The Blackstone Group L.P. (Blackstone), and in this capacity he has chaired the advisory boards of Interplex Ltd since January 2023, Sabre Industries since January 2021, and Schenck Process from May 2021 to September 2023, and he has served as a director of TDI-USA Holdings LLC since December 2021—all Blackstone portfolio companies. He has also served as a director of Infineon Technologies since February 2020, where he is a member of the strategy and technology committee.

Reason for Nomination

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

Corporate Governance

SLB is committed to strong corporate governance, which we believe is critical to achieving our performance goals and to retaining the trust of our stakeholders. This section describes SLB’s corporate governance policies and practices that foster the Board’s effective oversight of our business strategies and operations.

Leadership Structure

One of the Board’s key responsibilities is to evaluate and determine an appropriate board leadership structure to provide independent oversight of SLB management. The Board believes that there is no single, generally accepted board leadership structure that is appropriate for all companies, and that the right structure may even vary for a single company as circumstances change. As a result, our independent directors, upon the recommendation of the Nominating and Governance Committee, consider the Board’s leadership structure at least annually. The Board welcomes and takes under consideration any input received from our shareholders regarding the Board’s leadership structure, and informs shareholders of any change in the Board’s leadership structure in our current Corporate Governance Guidelines that we publish on our website and describe in our annual proxy statements.

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

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

New SLB Code of Conduct Launched in 2023

In April 2023, the Board approved and adopted a revised code of conduct titled “Together with Integrity — Our Code of Conduct.” The revised Code of Conduct aligns with the Company’s newly implemented cultural framework, is organized according to Company values and behaviors, and expands and re-emphasizes SLB’s core expectation for our officers, directors, employees, and suppliers to act with integrity in an evolving world. The revisions were designed to enhance the impact and relatability of the Code, providing clarity in an easily digestible style, including the addition of Integrity in Action guidance for practical application. In addition, the revised Code of Conduct emphasizes and reiterates reporting channels to help everyone feel empowered to speak up.

The roll-out of the revised Code of Conduct was a global campaign of engagement across the whole SLB organization. Our CEO and Chief Legal Officer led the management team in launching the Code of Conduct through both interactive virtual and live events, including localized events around the globe designed to engage and spread awareness and training on the values and expectations of the new Code of Conduct.

The revised Code of Conduct is available on SLB’s website at https://www.slb.com/about/who-we-are/our-code-of-conduct.

Effective Board Oversight of Risk Management

The Board and its committees are actively involved in overseeing SLB’s risk management. We believe that our Board composition provides SLB with robust and well-rounded experience to assist in effective oversight of SLB management, as reflected on the chart on page 12 of this proxy statement.

The full Board routinely assesses SLB’s major risks and mitigation measures, in order to promote our shareholders’ and other stakeholders’ interests in SLB’s business continuity, long-term resilience, financial strength, and overall success. In addition, the Board delegates to its committees responsibility for overseeing certain types of risk, as reflected in the chart below, and the committees in turn report regularly to the Board on activities in their respective areas of oversight.

Enterprise Risk Management Process

Our senior management team has developed a comprehensive strategic planning and enterprise risk management process for identifying, assessing, and managing risk.

This process begins with risk identification by our business lines and GeoUnits through an operational risk management exercise. Risks with impacts at this initial level are addressed with risk management or mitigation plans. Risks that have a wider potential impact are elevated for consideration at our Basin and Division levels, where the risks are either addressed or elevated for consideration at our executive leadership team level.

In addition, SLB has a team of functional experts and leaders that review inputs from the bottoms-up operational risk management exercise, while also considering key trends and developments in their fields, to ensure that the broadest set of potential risks are identified and assessed for potential impacts to the Company. The analysis of the impact of a potential risk includes assessing the potential financial or reputational impact, the potential impact to SLB’s ability to implement its strategy, the velocity of the risk (how quickly a risk could manifest), and the level of SLB’s existing response preparedness.

Our executive leadership team has established the Enterprise Risk Management and Disclosure Committee to oversee this risk identification process and to monitor the implementation of mitigation or management processes. This process also includes third-party assessments, external risk surveys, and facilitated workshops with SLB executives to provide opportunities for the Company to adjust with the evolving risk landscape.

Based on these comprehensive risk identification and assessment processes, SLB’s executive leadership team recommends to the Board those enterprise-level risks that should be overseen by the Board. Based on the experience of the Directors, the Board itself may identify additional risks to be included among the Company’s enterprise-level risks. The Board then reviews management’s risk response or mitigation plans. For certain risks, the Board or its committees will have primary risk response or mitigation responsibility. Our executive leadership team updates the Board on the enterprise risk management process at least annually, as risks that could impact the implementation of the Company’s strategy are identified or evolve.

The risks that the Board routinely reviews relate to financial, geopolitical, strategic, regulatory, competitive, governance, reputational, climate-related, and operational risks, including cybersecurity risks and risks relating to operations in regions with elevated geopolitical tensions. For additional information about risks resulting from SLB’s global operations, see “Risk Factors – Business and Operational Risks – Disruptions in the political, regulatory, economic, and social environments of the countries in which we operate could adversely affect our reputation, financial condition, results of operations and cash flows.” in Item 1A. in our 2023 Annual Report.

Environmental and Sustainability Oversight

Today, the world faces the challenge of providing secure and affordable energy to meet growing demand, while decarbonizing for a sustainable future. With nearly a century of market and technology leadership, SLB is well positioned and committed to being a leader in providing solutions to address this trilemma. As part of this commitment, the Board and its committees oversee the performance and management of various environmental, social, nature, and other sustainability issues, including our energy transition strategy, emissions reduction targets, climate change impact, sustainability reporting, workforce health and safety, human rights, workforce diversity, biodiversity, water resources, and ethics and compliance.

As shown in the chart on page 20, the Board oversees SLB’s long- and short-term strategy, including our roadmap to achieve our 2050 net-zero commitment, and the Board delegates to the Nominating and Governance Committee oversight of our sustainability programs, initiatives, and activities. The Board’s other committees oversee sustainability-related topics within their respective areas of responsibility, such as the incorporation of sustainability and diversity metrics into our incentive compensation programs (Compensation); the growth potential, maturity, and viability of our targeted New Energy business sectors (New Energy and Innovation); the conduct of sustainability-related reviews by our internal audit team (Audit); operational risks such as cybersecurity (Audit); and the disclosure of ESG risks (Audit and Nominating and Governance, jointly). For details about our sustainability programs and initiatives, see our most recent Impact Report, available on SLB’s website at https://www.slb.com/sustainability/.

Our line management is directly responsible for the management and mitigation of the environmental impact of our operations. Our Vice President of HSE is responsible for our environmental management systems, and our Vice President of Sustainability is responsible for our global sustainability strategy and programs. For details about our environmental management standard and how we manage environmental risk, see SLB’s health, safety, and environmental (HSE) website at https://www.slb.com/about/leadership-and-governance/hse.

Cybersecurity Oversight

The Audit Committee oversees SLB’s cybersecurity risk exposures and the steps taken by management to monitor and mitigate cybersecurity risks. The cybersecurity team briefs the Audit Committee on the effectiveness of SLB’s cyber risk management program, typically on a quarterly basis. In addition, cybersecurity risks are reviewed by the Board, at least annually, as part of the Company’s corporate risk mapping exercise. For additional information about our cybersecurity program, see Item 1C. Cybersecurity in our 2023 Annual Report.

Proactive Shareholder Engagement

Our relationship and on-going dialogue with our shareholders are important parts of our Board’s corporate governance commitment. Our investor relations, sustainability, legal, and human resources teams engage with shareholders throughout the year to seek their views on key matters, and then inform our Board and management about the issues and emerging governance trends that our shareholders tell us matter most to them. The chairs of our Compensation and Nominating and Governance committees have also participated in our engagement efforts when requested. These engagements routinely cover executive compensation, corporate governance, company strategy and performance, sustainability, human rights, and other current and emerging issues.

We typically reach out to our largest institutional shareholders at least annually. We then report the feedback we receive to our Board and its relevant committees, allowing the Board to better understand our shareholders’ priorities and perspectives. In addition, we may engage with our large institutional shareholders at other times in the year when we believe that there are appropriate topics to discuss. For details about our recent shareholder outreach, see “Compensation Discussion and Analysis—Framework for Setting 2023 Executive Compensation—Responsiveness to Shareholder Feedback” beginning on page 35 of this proxy statement.

Director Selection and Qualifications

The Nominating and Governance Committee recommends the number and names of persons to be proposed by the Board for election as directors at our AGMs. The Committee also assists the Board in identifying qualified individuals to join as new Board members. In evaluating potential nominees, the Committee takes into consideration, among other factors:

	Qualifications of Director Nominees
	Integrity and honesty
	Ability to exercise sound, mature, and independent business judgment
	Recognized leaders in business or professional activity
	Background and experience that will complement the experience and talents of the other Board members
	Willingness and availability to actively participate in Board and committee meetings and related activities
	Ability to work professionally and effectively with other Board members and SLB management
	Availability to remain on the Board and its committees long enough to make an effective contribution
	No material relationship with competitors or other third parties that could present realistic possibilities of conflicts of interest or legal issues

The general methodology for identifying candidates for nomination to the Board is outlined in the diagram below.

First, the Nominating and Governance Committee reviews the Board’s current composition, identifying key skills, experience, and backgrounds of potential candidates that would complement those of our other Board members.

Next, the Committee initiates a candidate search, making its own inquiries while also collecting suggestions from other directors and SLB management. From time to time, the Committee retains executive search and board advisory consulting firms to assist in identifying and evaluating potential nominees. Upon retaining these firms, we request that they include women and nationally, racially, and ethnically diverse candidates in the proposals they present to us.

The Nominating and Governance Committee then conducts a thorough evaluation of proposed new Board candidates, typically involving a series of internal discussions, interviews with selected candidates, and reviews of information about the candidates. Following this evaluation, the Committee summarizes its findings and provides to the full Board its recommendations for nomination to the Board. The Board, upon the recommendation of the Nominating and Governance Committee, selects the director nominees to be elected at our next AGM.

Demonstrated Commitment to Board Refreshment

The Board is committed to thoughtful board refreshment and ongoing board succession planning. Half of SLB’s non-executive directors—including our new independent Chair—joined the Board since 2021, and all directors joined within the last seven years, bringing diverse and evolving experience and leadership skills in areas that are strategically important to SLB. Our directors have an average age of 60 and have served on our Board for an average of four years. Our non-executive directors are eligible to serve on the Board until age 75 or for a maximum ten-year term—whichever occurs first—under our Corporate Governance Guidelines.

Nominees Recommended by Shareholders

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

Nominating and Governance Committee Chair
c/o SLB Chief Legal Officer and Secretary
5599 San Felipe
Houston, Texas 77056

All recommendations must be submitted by the deadline for shareholder proposals referred to under “Information About the Meeting—Shareholder Proposals at 2025 AGM” on page 68 of this proxy statement. Unsolicited recommendations must contain all of the information that would be required in a proxy statement soliciting proxies for the election of the candidate as a director, a description of all direct or indirect arrangements or understandings between the recommending security holder and the candidate, all other companies to which the candidate is being recommended as a nominee for director, and a signed consent of the candidate to cooperate with reasonable background checks and personal interviews, and to serve as a member of our Board, if elected.

Comprehensive Director Orientation and Education

Our director orientation and continuing education programs are designed to support our directors in fulfilling their responsibilities as members of the Board. First, all new directors participate in SLB’s director orientation program, to familiarize themselves with our business and operations, financial and performance strategies, controls and compliance systems, sustainability and HSE commitments, industry dynamics, and corporate governance standards. New directors also attend trainings with members of senior management focused on financial, industry- and committee-specific topics, as well as facility and well-site visits.

For new and incumbent directors, regular continuing education programs help our Board stay current on industry, corporate governance, risk management, geopolitics, cybersecurity, and other developments relevant to their work as directors. These programs may include presentations from SLB management or in-depth trainings developed by outside experts, as appropriate. SLB encourages directors to attend external trainings related to their Board responsibilities, and provides resources for director education opportunities across a wide range of topics.

Rigorous Evaluation Processes

Each year, the Board and its committees conduct rigorous evaluations in order to assess the overall functioning, performance, and effectiveness of the Board, its committees, and the individual directors. The Nominating and Governance Committee oversees this annual evaluation process. From time to time, these evaluations may be conducted using a third-party facilitator. The methodology for conducting Board and Committee evaluations is outlined in the chart below.

Initiate Evaluation Process		Collect Evaluation Data		Discuss Findings		Implement Feedback
Upon the instruction of the Nominating and Governance Committee, written self-assessment questionnaires are distributed to each member of the Board.   These questionnaires seek anonymous, candid feedback from our directors on a variety of topics, including board composition and culture, committee effectiveness, strategic planning, risk management, peer evaluation, and succession planning.		Directors’ responses to the questionnaires are then aggregated into summary reports for the Board, each of its committees, and the chair of the Nominating and Governance Committee.   In 2023, all questionnaires were distributed and responses collected through a third-party platform. Periodically, the Nominating and Governance Committee has also used a third-party facilitator to conduct one-on-one interviews with Board members as part of this annual evaluation process.		Each October, findings from the evaluation process are reviewed and discussed in executive session at each committee meeting and the full Board meeting. Based on these discussions, the directors may recommend improvements to the Board’s structure, processes, policies, or composition, or other changes.   In 2023, the Board Chair conducted one-on-one interviews with each director to seek additional insights and to provide feedback. The chair of the Nominating and Governance Committee reviews the Chair’s peer evaluation and provides feedback if appropriate.		Finally, the Board, its committees, and (where appropriate) management work to implement the feedback from this evaluation process to improve Board performance and effectiveness.   Following this process, the Nominating and Governance Committee annually reviews—and makes recommendations to the Board regarding—its process for evaluating the effectiveness of the Board, its committees, and individual directors.

Board Committees

The Board has five standing committees: Audit, Compensation, Nominating and Governance, Finance, and New Energy and Innovation. Each member of the Audit, Compensation, and Nominating and Governance committees meets the independence and other requirements of the New York Stock Exchange (NYSE) listing standards and SEC rules (including the heightened requirements that apply to audit or compensation committee members, as applicable).

In addition, each member of the Audit Committee is financially literate, and each of Mr. de La Chevardière and Mr. Sheets qualifies as an “audit committee financial expert” under applicable SEC rules.

The Nominating and Governance Committee nominates directors to serve on and chair the Board’s committees, for final approval by the full Board. The following table reflects the current membership of the Board’s standing committees.

Each standing committee operates under a written charter that sets forth the purposes, responsibilities, and membership requirements of that committee. Each committee reviews the adequacy of its charter at least annually and recommends changes to the Board for approval.

All committees also report regularly to the Board with respect to their activities. Committee charters are available on SLB’s website at https://www.slb.com/about/leadership-and-governance/corporate-governance.

Meeting Attendance

In 2023, our directors attended an average of 99% of the meetings of the Board and its committees on which they served, and no director attended fewer than 75% of the total number of meetings of the Board and its committees on which they served. Meetings of the Board and its committees were held in 2023 as follows:

At each 2023 Board meeting, the Board’s independent Chair led one or more executive session(s) of non-employee directors. In addition, SLB officers regularly attend Board meetings to present information on our business and strategy, and directors have worldwide access to our employees outside of Board meetings. From time to time between meetings, Board and committee members confer with each other, with management, and with independent consultants, and representatives of management may meet with these consultants on behalf of the relevant committee.

No director attended our 2023 AGM, in line with our Articles of Incorporation and with the Board’s policy that directors are welcome, but not required, to attend our AGMs.

Director Independence

Our Corporate Governance Guidelines provide that at least a majority of the Board must consist of independent directors, in accordance with the NYSE listing standards. In addition, our Board has adopted director independence standards that meet or exceed the independence requirements in the NYSE listing standards, and which can be found in our Corporate Governance Guidelines.

Based on the review and recommendation by the Nominating and Governance Committee, the Board has determined that:

Our Board’s confirmation of the independence of our independent directors includes a review of transactions that occurred since the beginning of 2021 with entities associated with our directors or members of their immediate family.

In making its independence determinations, the Board considered that our independent directors serve as directors, trustees, outside consultants, or advisory board members at companies and universities that have had commercial business relationships with SLB. These relationships all involved commercial transactions in the ordinary course with SLB, which were less than the greater of $1 million or 1% of the other entity’s annual revenues during 2023, 2022, and 2021; except for transactions with Kosmos Energy (Kosmos), where Ms. Moræus Hanssen serves as a director, which involved commercial transactions in the ordinary course with SLB that were less than 5% of Kosmos’ 2023 and 2021 revenues.

As part of SLB’s ongoing support of STEM research and educational initiatives, for many years SLB has provided charitable contributions to, and has funded research collaborations with, universities and other non-profit organizations around the world. Our Board has voluntarily adopted an additional independence factor assessing charitable relationships in SLB’s Corporate Governance Guidelines. As a result, the Board reviews SLB’s charitable contributions to academic and other non-profit institutions with which our directors are affiliated.

Since the beginning of 2021, these contributions involved less than $120,000 per year, except for contributions to two universities where Mr. Hackett teaches or lectures—the University of Texas at Austin (contributions were less than $500,000 per year) and Rice University (contributions were less than $200,000 per year). Mr. Hackett had no involvement in any contributions made to these universities, most of which pre-dated his membership on the Board. No director received any personal benefit from any SLB charitable contributions.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines that our Board believes are consistent with our values, and that promote the effective functioning of our Board, its committees, and the Company. At least annually, our Board reviews and, if appropriate, revises our Corporate Governance Guidelines to reflect the Board’s corporate governance objectives and commitments. Our Corporate Governance Guidelines are available on SLB’s website at https://www.slb.com/about/leadership-and-governance/corporate-governance/guidelines.

Certain Relationships and Related Person Transactions

The Board has a written policy governing the review, approval, and ratification of “related person transactions.” Under SEC rules, as applied by the Board, “related persons” include any director, executive officer, director nominee, or greater than 5% shareholder of SLB since the beginning of the previous fiscal year, and their immediate family members. The policy applies to any transaction in which SLB is a participant and any related person has a direct or indirect material interest, where the amount involved exceeds $120,000, unless excluded under Item 404(a) of SEC Regulation S-K.

The Nominating and Governance Committee is responsible for reviewing and, where appropriate, approving or ratifying, any related person transaction involving SLB and any related persons. The Nominating and Governance Committee approves only those related person transactions that are in, or are not inconsistent with, the best interests of SLB and its shareholders.

SLB has an ongoing commercial relationship with Vista, where Mr. Galuccio serves as chairman of the board and chief executive officer. In 2023, SLB contracted in an arms’ length manner with Vista to deliver oilfield services and products in the ordinary course, for which Vista paid SLB approximately $275 million. These transactions between SLB and Vista render Mr. Galuccio non-independent under the NYSE listing rules and our Corporate Governance Guidelines.

Compensation Committee Interlocks and Insider Participation

During all of 2023, Mr. Sheets (Chair), Ms. Moræus Hanssen, Ms. Narayanan and Dr. Spiesshofer served on the Compensation Committee. None of the members of the Compensation Committee that served during 2023 is or has been an officer or employee of the Company or had any relationship that is required to be disclosed as a transaction with a related person. In addition, during 2023, none of our executive officers served as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of an entity that has one or more executive officers serving as members of our Board or our Compensation Committee.

How to Communicate with Our Board

We maintain a process for shareholders and others to direct communications to the Board, our independent Board Chair, or any Board member or committee by writing to our Chief Legal Officer and Secretary. This process assists the Board in reviewing and responding to communications by shareholders and other interested parties. The Board has instructed our Chief Legal Officer and Secretary to review correspondence directed to the Board (including to the Chair and any Board committee) and, at the Secretary’s discretion, to forward those items that she deems appropriate for the Board’s consideration. Communications can be sent to the following address:

SLB Board of Directors

c/o SLB Chief Legal Officer and Secretary

5599 San Felipe

Houston, Texas 77056

Director Compensation

Our director compensation philosophy is to appropriately compensate our non-employee directors for the time, expertise, and effort required to serve as a director of a large and complex global company, and to align the interests of our directors with those of our shareholders. Directors who are SLB employees do not receive compensation for serving on the Board.

Director Pay Components

Cash Compensation

Non-employee directors receive the following cash compensation:

Equity Compensation

We annually grant shares of SLB common stock valued at approximately $190,000 for each non-employee director, or $290,000 for our independent Board Chair.

For 2023, our non-employee directors received the following grants of SLB common stock on May 1, 2023:

The following table provides information on the compensation paid to our non-employee directors in 2023.

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

Annual Director Pay Review

Our Compensation Committee annually reviews our non-employee director compensation, and periodically recommends that the Board approve updates to director pay. In 2023, the Committee’s director pay review took into account multiple factors including our director compensation philosophy, changes in market practices, the continued expansion of director and committee chair responsibilities, consultations with the Committee’s independent compensation consultant, Pay Governance, and feedback received during our shareholder engagements. Based on that review, the Committee determined that no changes in non-employee director compensation were necessary for 2023. The Committee has not increased the directors’ annual cash retainer, committee chair or membership fees, or annual stock grant value since 2017 (except in connection with separating the Chair and CEO roles in 2019).

While our Compensation Committee is aware that other jurisdictions may have differing director compensation practices, the Committee believes it is in the best interests of SLB and our shareholders as a whole to align to market practice among NYSE-listed companies and companies like SLB with a large U.S. shareholder base. The Committee also believes that the interests of our non-employee directors are most aligned with the interests of our shareholders when a significant portion of director compensation is paid through stock grants.

Director Stock Ownership Guidelines

The Board believes that ownership of SLB stock by our directors aligns their interests with the interests of our shareholders. Accordingly, the Board has established a guideline that each non-employee director must, within five years of joining the Board, own a minimum dollar value of shares of SLB common stock equal to five times (5x) that director’s annual cash retainer. Each of our non-employee directors who has been a Board member for at least five years is in compliance with these stock ownership guidelines.

Director Deferral Plan

Non-employee directors may elect to defer all or a portion of their annual stock or cash awards through the SLB 2004 Stock and Deferral Plan for Non-Employee Directors (the Directors Stock Plan). When directors elect to defer their stock award, their deferred compensation account is credited with a number of “stock units.” Each stock unit is equal in value to a share of our common stock, but because it is not an actual share of our common stock it does not have any voting rights. When directors elect to defer their cash award, they may choose to invest such deferred cash compensation into SLB common stock, or money market equivalents, or an S&P 500 equivalent. Deferrals into a stock account are credited with dividend equivalents in the form of cash to be paid at the time of vesting and deferrals into the cash account are credited with gains or losses based on the monthly performance of the various investment options described above. Following retirement from our Board and depending on the director’s election, a non-employee director may receive the deferred compensation on the date of the director’s retirement or a date that is one year following the date of the director’s retirement.

Stock Ownership Information

Security Ownership by Management and Our Board

The following table sets forth information as of January 31, 2024 regarding the beneficial ownership of SLB common stock by each director and director nominee, each named executive officer, and all SLB directors and executive officers as a group.

Security Ownership by Certain Beneficial Owners

The following table sets forth information as of December 31, 2023 with respect to persons known by us to be the beneficial owners of more than 5% of our common stock, based solely on the information reported by such persons in their Schedule 13D and 13G filings with the SEC.

For each entity included in the table below, percentage ownership is calculated by dividing the number of shares reported as beneficially owned by such entity by the 1,432,742,086 shares of our common stock outstanding on January 31, 2024.

ITEM 2.  Advisory Approval of Our Executive Compensation

Our Board is asking you to approve, on an advisory basis, the compensation of our NEOs as disclosed in this proxy statement. This item, which is provided pursuant to Section 14A of the Exchange Act, is commonly referred to as a “say-on-pay” resolution.

The Compensation Committee has structured our executive compensation program to achieve the following key objectives:

each as described in the “Compensation Discussion and Analysis” section of this proxy statement.

Our Compensation Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals, and that the compensation of our NEOs, as reported in this proxy statement, has contributed to SLB’s short-term and long-term success. Therefore, we are asking our shareholders to approve the compensation of our NEOs by voting “FOR” the following resolution on an advisory basis:

RESOLVED, that the compensation paid to Schlumberger Limited’s named executive officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED on an advisory basis.

This vote is non-binding, but our Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.

At our 2023 AGM, our shareholders supported, on an advisory basis, the Board’s proposal that the say-on-pay advisory vote occur on an annual basis. Although annual say-on-pay advisory votes are not required by our bylaws, the Board currently believes that having our shareholders provide annual feedback on our compensation practices supports effective governance. As a result, our proxy statement for our 2025 AGM will include a say-on-pay advisory proposal.

The Board of Directors recommends a vote FOR this Item 2.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with SLB’s management. Based on that review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the Compensation Committee of the SLB Board of Directors

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) describes our compensation policies and practices as they relate to our five named executive officers (NEOs) identified below. The purpose of the CD&A is to explain the elements of our NEOs’ 2023 compensation, the criteria for selecting these elements, the decisions our Compensation Committee made with respect to the 2023 compensation of our NEOs, and the reasons for those decisions.

Olivier Le Peuch	Stephane Biguet	Khaled Al Mogharbel	Abdellah Merad	Dianne Ralston
Chief Executive Officer	EVP and Chief Financial Officer	EVP, Geographies	EVP, Core Services and Equipment	Chief Legal Officer and Secretary

2023 Compensation Decisions and Results

In making decisions for 2023 executive compensation, our Compensation Committee continued to focus on strengthening pay-for-performance alignment, motivating and incentivizing outperformance, maintaining stability and retaining our top talent through business cycles, and appropriately compensating our executives for effectively deploying capital, generating strong cash flow, and creating long-term shareholder value.

In addition, the Committee considered that our executive compensation program received the support of nearly 97% of the votes cast at our 2023 AGM. Based on this overwhelming support, as well as direct shareholder feedback, the Committee maintained our executives’ long- and short-term incentive compensation programs largely consistent with 2022. Accordingly:

Diversified LTI Program Structure with Rigorous PSU Performance Targets

Our NEOs continued to receive a mix of LTI grants in 2023, with 75% of their target LTI opportunity awarded in the form of PSUs, and 25% awarded in the form of three-year, time-based RSUs. As in 2022, payout under the 2023 PSUs will be contingent on achieving rigorous absolute FCF margin, relative ROCE, and relative TSR performance goals over a three-year period.

Strategy-Focused STI Program with Emissions Reduction Objectives for All NEOs

We continued to tie 70% of our NEOs’ target short-term cash incentive opportunity to Company financial goals—namely, full-year adjusted EBITDA and free cash flow—to ensure our executives remained focused on profitable, sustainable growth. In addition, we incorporated into our 2023 STI plan a new quantitative component focused on reducing our Scope 3 emissions intensity and improving gender diversity.

Performance-Aligned LTI and STI Payouts

Our NEOs’ LTI award payouts in 2023 were based on SLB’s strong multi-year ROCE results, as well as achieving target under our three-year FCF margin PSUs, partially offset by below-target relative TSR performance. Our NEOs also earned performance-aligned 2023 STI payouts based on SLB’s strong adjusted EBITDA and exceptional free cash flow results, together with key sustainability and workforce diversity achievements during the year.

Framework for Setting 2023 Executive Compensation

Program Design and Pay-for-Performance Philosophy

Our 2023 executive compensation program consisted of three primary elements comprising our executives’ total compensation: LTI equity incentive awards (PSUs and RSUs), STI (annual) cash incentive awards, and base salary. Within these elements, 75% of our executives’ 2023 target LTI equity awards and 100% of their STI awards were performance-based. These elements have allowed us to remain competitive and attract, retain, and motivate top executive talent whose interests are aligned with those of our shareholders.

The table below sets out the primary elements of our NEOs’ 2023 total compensation, certain key features of each element, and how each of these compensation elements supports our strategy.

Type	Element	Key Features	How Elements Support Our Strategy	Performance- Based?	At Risk?
	25% Free Cash Flow Margin PSUs	Absolute performance metric, based on our FCF margin over a 3-year period	•  Aligns with our financial ambition of achieving double-digit FCF margin •  Encourages our NEOs to generate high-quality revenue, which translates into strong free cash flow
	25% Return on Capital Employed PSUs	Relative performance metric, comparing our average annual ROCE over a 3-year period to that of our direct competitors	•  Measures the efficiency of our capital employed relative to direct competitors, consistent with our strategic priorities •  Motivates and rewards our executives for relative outperformance on a key financial metric
	25% Total Shareholder Return PSUs	Relative performance metric, comparing our cumulative TSR over a 3-year period to TSR of our direct competitors and S&P Global 1200 Energy Index	•  Directly aligns executive LTI payouts with shareholder value creation •  Uses a clear and objective metric to evaluate our performance against our direct competitors and against the broader global energy sector
	25% Time-Based RSUs	Cliff vesting after 3 years, if still employed by SLB	��  Promotes stability and retention of our executive team through business cycles
	70% Quantitative Company Financial Goals	Evenly split between achieving adjusted EBITDA targets and free cash flow targets	•  Adjusted EBITDA reflects the quality of SLB’s earnings •  Strong free cash flow allows us to sustainably return value to shareholders through dividends and stock repurchases
	10% Quantitative ESG Goals	Targets to reduce Scope 3 emissions intensity and increase gender diversity	•  Aligns our executives’ annual compensation to our emissions reduction and workforce diversity strategies
	20% Individual Goals	Strategic personal objectives	•  Aligns to our strategic focus areas, as detailed on page 40
	Base Salary	Only fixed compensation element	•  Provides a base level of competitive cash compensation, while all other pay elements are variable or contingent on performance

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

At-Risk Pay Mix

Our executive compensation program is designed so that the higher an executive’s position in the Company, the greater the percentage of compensation that is “at risk”. At-risk compensation refers to an executive’s LTI and STI awards. We believe that having a significant portion of our executives’ compensation at risk more closely aligns their interests with Company interests and with the interests of our shareholders.

Approximately 90% of our CEO’s 2023 target total compensation was at risk, and approximately 84% of our other NEOs’ 2023 target total compensation was at risk, as illustrated below.

CEO 2023 Target Pay Mix		Other NEO 2023 Average Target Pay Mix

Based on market data provided by Pay Governance, our Compensation Committee’s independent compensation consultant, the pay mix of our NEOs is well-aligned with that of the companies in our two main executive compensation peer groups, as described in “Other Aspects of Our Executive Compensation Program—Our Peer Group Companies” on page 47.

In January 2023, the Committee concluded that the mix of base salary, target STI, and target LTI was appropriate for each of our NEOs, based on the proportion of compensation elements at companies in our main executive compensation peer groups, as well as internal factors.

Responsiveness to Shareholder Feedback

Our executive compensation program was largely designed and implemented in response to, and as a product of, past discussions with our shareholders. For example, in response to shareholder feedback, since 2021 our NEOs have received three-year relative TSR PSUs that directly align a portion of their LTI payouts with shareholder value creation, with target performance goals set above median at the 60^th percentile. Since 2022, the comparator group for our TSR PSUs has included the S&P Global 1200 Energy Index, based on feedback that our shareholders evaluate our TSR performance against both our competitors and the broader global energy sector. And for 2023, our Compensation Committee incorporated into our STI plan a new quantitative component focused on reducing our Scope 3 emissions intensity and improving gender diversity in our workforce, to align our executives’ compensation with SLB’s non-financial strategic objectives.

In 2023, we contacted shareholders representing more than 50% of our outstanding common stock, to seek their views on our executive compensation program, as well as other governance and sustainability topics. Members of SLB management met with shareholders representing approximately 29% of our outstanding common stock, and received positive feedback on the design of our executive compensation program. In addition, our executive compensation program received the support of our shareholders:

As a result, our Compensation Committee believes that our overall compensation program design is well-supported by our shareholders.

Best Practices in Executive Compensation Governance

Below is a summary of some of our executive compensation best practices and policies. For additional details, see “Executive Compensation Governance” beginning on page 48 of this proxy statement.

Elements of 2023 Total Compensation

Base Salary

Base salary is the only fixed portion of an executive’s annual compensation, providing some stability of income since the other compensation elements are at risk. Our Compensation Committee annually reviews and approves the base salary levels for our executive officers (other than the CEO) after considering comparable salaries for executives with similar responsibilities in our main executive compensation peer groups, comparisons to internal peer positions, recent Company performance, individual performance, business experience and potential, economic trends, and the CEO’s recommendations. The Committee annually reviews the base salary of our CEO in executive session and recommends his base salary amount to the independent members of the Board for approval, based on the criteria described above.

In January 2023, our Compensation Committee reviewed the base salaries of each of our NEOs, and made no changes to their base salaries for 2023.

Short-Term Cash Incentive Awards

We pay performance-based short-term (annual) cash incentives to our executives to foster a results-driven, pay-for-performance culture, and to align executives’ interests with those of our shareholders. STI awards are earned according to the achievement of quantitative Company financial and non-financial objectives, as well as strategic objectives. Our Compensation Committee selects performance measures that it believes support our strategy and strike a balance between motivating our executives to increase near-term financial and operating results and driving profitable long-term Company growth and value for shareholders.

For 2023, 70% of our NEOs’ target STI opportunity was based on achieving quantitative Company financial objectives, 10% was based on achieving quantitative Company non-financial objectives, and 20% was based on strategic personal objectives. The financial portion of the target plan was evenly split between adjusted EBITDA and free cash flow performance goals. The total maximum STI payout for 2023 was 200% of target—consistent with 2022—and the weighted payout range for each metric as a percentage of target is reflected by the outer bars in the 2023 STI Opportunity Mix chart below.

In January 2023, our Compensation Committee determined to leave the target STI opportunity for all NEOs unchanged from 2022, following a review of market data indicating that our NEOs’ target STI opportunity (as a percentage of base salary) was competitively positioned. As a result, the 2023 target STI opportunity for our CEO was 150% of his base salary and for our other NEOs it was 100% of base salary.

The following table reflects our NEOs’ full-year 2023 STI results, together with relevant weightings of the different components and payouts under each component.

Quantitative Company Financial Objectives

In setting quantitative Company financial targets and performance goals, our Compensation Committee believes it is important to establish criteria that are realistically attainable, yet still challenging in an uncertain global economy. In selecting the financial performance measures and setting targets for our 2023 STI plan, the Committee considered the factors in the table below.

Adjusted EBITDA Targets and Results

In January 2023, our Compensation Committee increased the minimum, target and maximum performance goals under the adjusted EBITDA portion of our NEOs’ 2023 STI opportunity, and set target at $8.00 billion based on SLB’s full-year forecast. This target performance goal was 31% higher than our 2022 target and 24% higher than SLB’s actual 2022 adjusted EBITDA.

The following table reflects our NEOs’ full-year adjusted EBITDA targets and corresponding potential payouts for 2023.

Our 2023 adjusted EBITDA was $8.107 billion, representing a 25% increase over 2022. As a result, and applying the payout matrix above, our Compensation Committee approved a payout of 119% of target for the adjusted EBITDA component of our 2023 STI plan.

Free Cash Flow Targets and Results

In January 2023, our Compensation Committee considered SLB’s 2022 free cash flow of $1.418 billion, together with its full-year 2023 cash flow forecast, and the Company’s public commitments to return at least 50% of its free cash flow to shareholders in the form of dividends and share repurchases.

In light of these considerations, and in order to show a clear commitment to the Company’s promise to return value to shareholders, the Committee increased the minimum, target and maximum performance goals under the free cash flow portion of our NEOs’ 2023 STI opportunity—even though our NEOs had received no payout under this component of the 2022 STI plan. The Committee set target at $3.00 billion based on SLB’s full-year forecast. This target performance goal was 13% higher than our 2022 target and more than double SLB’s actual 2022 free cash flow. The Committee set the maximum performance goal 17% higher than target, in order to incentivize management to generate additional cash that would allow us to accelerate returns to shareholders.

The following table reflects our NEOs’ full-year free cash flow targets and corresponding potential payouts for 2023.

In 2023, SLB delivered $4.038 billion of free cash flow—a 185% increase over 2022. This exceptional free cash flow result allowed us to return $2.0 billion to shareholders in 2023 through dividends and stock repurchases. We also reduced our gross debt by $261 million and net debt by $1.4 billion, and ended the year with a net-debt-to-adjusted-EBITDA ratio of 1.0x—our lowest level since 2016.

Based on SLB’s 2023 free cash flow, our Compensation Committee approved a payout of 243% of target for the free cash flow component of our 2023 STI plan.

Quantitative Company Non-Financial Objectives

For 2023, our Compensation Committee incorporated into our STI plan a new quantitative component focused on reducing our Scope 3 emissions intensity and improving gender diversity in our workforce, to align our executives’ annual compensation with SLB’s non-financial strategic objectives.

Strategic Personal Objectives

As discussed above, 20% of our NEOs’ target 2023 STI opportunity was tied to achieving strategic performance goals specific to their roles within SLB. These may relate to financial goals, such as profitability, revenue growth, capital management, or cost reduction; performance achievements, such as contract awards, operational reliability, or HSE goals; or other non-financial goals that are important to SLB’s strategy and reputation, such as accelerating customer adoption of energy transition services and digital technologies, or ethics and compliance goals.

Early each year, our Compensation Committee reviews and, subject to approval by the Board’s independent directors, approves our CEO’s strategic personal objectives for that year. The Committee also annually assesses our CEO’s performance against his strategic personal objectives established for the prior year, to determine the appropriate payout for the 20% of STI tied to his personal objectives. The CEO reviews and approves the strategic personal objectives of the other NEOs and assesses their performance against their pre-approved objectives in a similar way. The Committee annually approves the aggregate STI payouts for all executive officers.

The following table reflects our NEOs’ 2023 strategic personal objectives and their achievements against those performance goals.

Performance Goal						Achievement
Enable Performance and Innovation
Achieve our We are SLB Safe HSE performance goal of fatality-free operations in 2023.						Achieved
Oversee the development, approval, and execution of SLB’s New Energy growth strategy inclusive of M&A activities.						Substantially achieved
Achieve certain milestones to align SLB intellectual property portfolio with our strategic direction and product portfolio.						Achieved
Outgrow the Market
Grow revenue from specified new digital technologies above a pre-established target year on year.						Substantially achieved
Achieve total opportunity win volume growth and bookings exceeding a pre-established target, in a specified mix of products and services related to production enhancement and recovery.						Achieved
Grow high-quality revenue by a pre-established target in certain key geographies.						Substantially achieved
Grow revenue and bookings from key technologies in SLB’s Core divisions above a pre-established target year on year.						Achieved
Achieve contractual pricing improvements exceeding a pre-established global target.						Achieved
Drive Efficiency
Achieve specified quantitative milestones related to working capital impact, business performance insights, and functions performance efficiency, through digital enablement of SLB’s operating and information technology systems.						Substantially achieved
Enhance SLB’s digital capabilities to forecast, analyze and validate profitability of specific integrated projects.						Achieved
Improve contribution margins by a pre-established target year on year, by reducing cost of service delivery and operating costs in the Core divisions.						Achieved
Streamline employee training programs by meeting a pre-established, quantitative efficiency target, as well as other governance milestones.						Achieved
% of 2023 payout opportunity earned under strategic personal objectives	95%	96%	96%	100%	100%

Long-Term Equity Incentive Awards

LTI awards are designed to give NEOs and other key employees a long-term stake in SLB, incentivize the creation of sustained shareholder value, and act as long-term retention and motivation tools—aligning employee and shareholder interests over the long term.

Since 2021, our Compensation Committee has awarded to our NEOs and other executives a diversified mix of LTI grants, with 75% of their target LTI opportunity awarded in the form of PSUs—with payout contingent on achieving absolute and relative performance goals over three-year periods—and 25% awarded in the form of three-year, time-based RSUs. The Committee believes that our current LTI program appropriately balances the following Committee objectives:

As in 2022, the 2023 LTI program consisted of four types of grants, equally weighted at target performance:

The maximum overall payout opportunity under the 2023 LTI program was 200% of target—consistent with 2022 and in line with market practice. The maximum payout opportunity for each type of LTI award is reflected by the outer bars in the chart above, with overall payout more heavily weighted in favor of Company financial performance metrics.

How We Determined the Target Value of 2023 LTI Equity Awards

The target value of an executive’s LTI grant increases with their level of responsibility at SLB. For our CEO and the other NEOs, it is the largest element of their compensation. In determining the value of LTI awards granted to our NEOs, our Compensation Committee (in recommending that the Board approve the CEO’s awards) and the CEO (in recommending awards for the other NEOs) first consider market data regarding the LTI value for the most comparable positions in our main executive compensation peer groups, as well as several other factors, such as:

Based on its review of comparator peer group data and internal equity factors, our Compensation Committee determined in January 2023 to maintain the 2023 grant date target LTI values at the same level awarded in 2022 for all of our NEOs.

2023 Absolute FCF Margin PSUs — Performance Measures and Goals

In January 2023, our Compensation Committee set goals for the 2023 FCF Margin PSUs based on our absolute FCF margin over a three-year performance period (January 1, 2023 to December 31, 2025). At the end of the performance period, the Committee will certify our three-year cumulative absolute FCF margin and then determine the percentage of shares earned based on the graph below.

2023 FCF Margin PSU Payout Matrix

The number of 2023 FCF Margin PSUs that will vest and convert to shares as of the vesting date can range from 0% to 250% of target, depending on our absolute FCF margin performance over the three-year period. In setting FCF margin performance goals in January 2023, the Committee determined to keep the minimum, target and maximum goals consistent with 2022. As illustrated in the graph above, no SLB shares will be earned if our FCF margin over the three-year performance period is less than the minimum performance goal of 9.0%.

FCF margin is calculated as free cash flow divided by revenue. FCF margin measures how efficiently we convert revenue into free cash flow, and is an indicator of capital efficiency and the quality of revenue. In selecting absolute FCF margin as the performance metric for 25% of our NEOs’ 2023 target LTI grant date fair value, the Committee considered that this metric was aligned with our capital allocation strategy and publicly disclosed financial objective of achieving double-digit FCF margin. The Committee also believes that tying a portion of our NEOs’ LTI payout to FCF margin encourages our executives to:

The Committee also selected absolute FCF margin as the performance metric for a portion of our NEOs’ 2023 LTI awards because the Committee sought to maintain a mix of absolute (FCF margin) and relative (ROCE and TSR) metrics in the LTI plan, to effectively manage industry cycles.

Free cash flow represents cash flow from operations less capital expenditures, Asset Performance Solutions investments and exploration data costs capitalized.

2023 Relative ROCE PSUs — Performance Measures and Goals

In January 2023, our Compensation Committee set goals for the 2023 ROCE PSUs based on our average annual ROCE over a three-year performance period (January 1, 2023 to December 31, 2025), as compared to the average annual ROCE of the direct competitors identified below, taken together over the same period (together the ROCE comparator group). The ROCE comparator group was the same as the group used for ROCE PSU grants made to our NEOs in 2022. At the end of the performance period, the Committee will certify our average ROCE and that of the ROCE comparator group as a whole, and then determine the percentage of shares earned based on the graph below.

The number of 2023 ROCE PSUs that will vest and convert to shares on the vesting date can range from 0% to 250% of target, depending on our relative ROCE performance over the three-year period. As illustrated in the graph above:

ROCE is a measure of the efficiency of our capital employed, and is a comprehensive indicator of long-term Company and management performance, measured in a way that is tracked and understood by many of our investors. Our Compensation Committee has based a portion of our NEOs’ LTI awards on a relative ROCE metric since 2016 because this metric allows us to directly compare how efficiently we deploy our capital against our direct competitors. The Committee also believes that tying a portion of our executives’ LTI payout to achieving our capital efficiency goals and comparing these results to our competitors will motivate our executives to focus on outperformance, and will result in increased revenue and improved margins. In selecting ROCE as the performance metric for 25% of our NEOs’ 2023 target LTI grant date fair value, the Committee also considered that ROCE performance goals align executives’ potential ROCE PSU payouts with SLB’s goal of achieving ROCE above its weighted average cost of capital.

We calculate ROCE as a ratio, the numerator of which is (a) net income excluding charges and credits, plus (b) after tax net interest expense, and the denominator of which is (x) stockholders’ equity, including non-controlling interests (average of beginning and end of each quarter in the year), plus (y) net debt (average of beginning and end of each quarter in the year). Our Compensation Committee has discretion to cap payouts on the 2023 ROCE PSUs at 100% of target in the event of material asset impairments.

2023 Relative TSR PSUs — Performance Measures and Goals

In January 2023, our Compensation Committee set goals for the 2023 TSR PSUs based on our relative TSR percentile rank, as compared to the cumulative TSR results achieved by the four direct competitors used for the 2023 ROCE PSUs, plus the S&P Global 1200 Energy Index as a fifth comparator (each, a TSR comparator), over a three-year performance period (January 18, 2023 to December 31, 2025). At the end of the performance period, the Committee will certify the three-year, cumulative TSR results for us and for each TSR comparator, based on the average of the 20 trading days prior to the start and end of the performance period. The Committee will then determine our percentile rank relative to the five TSR comparators, as well as the percentage of shares earned based on the graph below.

As in 2022, the number of 2023 TSR PSUs that will vest and convert to shares as of the vesting date can range from 0% to 200% of target, depending on our relative TSR performance over the three-year period. In maintaining the maximum payout opportunity for the 2023 TSR PSUs at 200%, which is below the maximum payout for the 2023 FCF Margin PSUs and 2023 ROCE PSUs, the Committee considered that management’s efforts would more directly affect FCF margin and ROCE, whereas management had less control over SLB’s TSR relative to that of the TSR comparator companies, due to external market and economic influences.

As illustrated by the graph above, our Compensation Committee set the target performance goal above median at the 60^th percentile, consistent with 2022. No SLB shares will be earned if our three-year, cumulative TSR is in the bottom 25^th percentile rank as compared to that of the individual TSR comparator companies. The Committee determined in 2023 to maintain the same TSR comparators as it had selected in 2022, to continue motivating our NEOs to outperform both our direct competitors and the broader global energy market.

Payouts Under Prior LTI Awards

PSUs Vesting in 2023

As previously disclosed in the proxy statement for our 2023 AGM, in January 2023 our Compensation Committee approved payout results for the PSUs issued in 2020 to our NEOs—other than our CEO—based on the Committee’s previously approved performance criteria. Our CEO, Mr. Le Peuch, did not receive an LTI award in 2020 because he had received a PSU award in 2019 in connection with his promotion to CEO, in lieu of a 2020 award. Because Mr. Le Peuch did not receive any LTI award in 2020, he did not vest in any stock awards in 2023.

Our NEOs (other than our CEO) earned 250% of target under the free cash flow conversion PSUs issued in 2020, based on our achievement of a cumulative free cash flow conversion rate of 192% for the two-year performance period applicable to those PSUs. They also earned 250% of target under the relative ROCE PSUs issued in 2020, based on (i) our absolute 2022 ROCE being 13%, and (ii) our average annual ROCE for the three-year performance period being 407 basis points above the average annual ROCE of five of our direct competitors, taken together over the same period. These competitors were Halliburton, Baker Hughes, TechnipFMC, Weatherford International, and NOV. For additional details, see the Option Exercises and Stock Vested in 2023 table on page 53 of this proxy statement.

PSUs and RSUs Vesting in 2024

In January 2021, our Compensation Committee approved PSU awards to our NEOs as follows: