Notice of 2019 Annual General Meeting of Stockholders
April 3, 2019
10:00 a.m. Curaçao time
Avila Beach Hotel, Penstraat 130, Willemstad, Curaçao
ITEMS OF BUSINESS
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1.
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Election of the 10 director nominees named in this proxy statement.
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2.
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Approval of the advisory resolution regarding our executive compensation.
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3.
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Report on the course of business during the year ended December
31, 2018; approval of our consolidated balance sheet as at December 31, 2018; our consolidated statement of income for the
year ended December 31, 2018; and our Board of Directors’ declarations of dividends in 2018, as reflected in our 2018
Annual Report to Stockholders.
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4.
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Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for 2019.
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5
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Approval of an amended and restated 2004 Stock and Deferral Plan for Non-Employee Directors.
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Such other matters as may properly be brought
before the meeting.
RECORD DATE
February 13, 2019
PROXY VOTING
Your vote is very important. Whether or
not you plan to attend the annual general meeting in person, please (i) sign, date and promptly return the enclosed proxy card
in the enclosed envelope, or (ii) grant a proxy and give voting instructions by telephone or internet, so that you may be represented
at the meeting. Voting instructions are provided on your proxy card or on the voting instruction form provided by your broker.
Brokers cannot vote for Items 1, 2 or 5
without your instructions.
February 21, 2019
By order of the Board of Directors,
Alexander C. Juden
Secretary
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Important Notice Regarding the Availability of Proxy Materials
for the Annual General Meeting of Stockholders to Be Held on April 3, 2019:
This proxy statement, along with our Annual Report on Form 10-K
for the fiscal year ended December 31, 2018 and our 2018 Annual Report to Stockholders, are available free of charge
on our website at http://investorcenter.slb.com.
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Table of Contents
General
Information
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February 21, 2019
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Items
to be Voted on at the Annual General Meeting
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Agenda
Item
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Board
Recommendation
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Item 1
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Election of the 10 director nominees named in this proxy statement.
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FOR
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Item 2
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Approval of the advisory resolution regarding our executive compensation.
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FOR
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Item 3
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Approval of our consolidated balance sheet as at December
31, 2018, our consolidated statement of income for the year ended December 31, 2018, and the declarations of dividends by our
Board in 2018.
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FOR
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Item 4
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Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for 2019.
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FOR
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Item 5
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Approval of an amended and restated 2004 Stock and Deferral Plan for Non-Employee Directors.
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FOR
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General
This proxy statement
is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Schlumberger Limited
(Schlumberger N.V.) of proxies to be voted at its 2019 annual general meeting of stockholders, which will be held at the
Avila Beach Hotel, Penstraat 130, Willemstad, Curaçao, on Wednesday, April 3, 2019 beginning at 10:00 a.m.,
Curaçao time, and at any postponement(s) or adjournment(s) thereof.
In this Proxy Statement, we may also
refer to Schlumberger Limited and its subsidiaries as “we,” “our,” “the
Company” or “Schlumberger.”
To be admitted to the meeting, stockholders of record and beneficial owners as
of the close of business on the record date for the meeting, February 13, 2019, must present a passport or other
government-issued identification bearing a photograph and, for beneficial owners, proof of ownership as of the record date,
such as the Notice of Internet Availability, top half of the proxy card or voting instruction card that was sent to you with
this proxy statement.
The mailing date of this proxy statement is
February 21, 2019. Business at the meeting will be conducted in accordance with the procedures determined by the Chairman of the
meeting and will be limited to matters properly brought before the meeting by or at the direction of our Board of Directors or
by a stockholder.
We are providing our 2018 Annual Report to
Stockholders concurrently with this proxy statement. You should refer to its contents in considering agenda Item 3.
Proxy Materials are Available on the Internet
This year we are using an SEC rule that allows
us to use the internet as the primary means of furnishing proxy materials to shareholders. We are sending a Notice of Internet
Availability of Proxy Materials (the “Notice of Internet Availability”) to our stockholders with instructions on how
to access the proxy materials online or request a printed copy of the materials.
Stockholders may follow the instructions in
the Notice of Internet Availability to elect to receive future proxy materials in print by mail or electronically by email. We
encourage stockholders to take advantage of the availability of the proxy materials online to help reduce the environmental impact
of our annual meetings.
Our proxy materials are also available at http://investorcenter.slb.com.
Record Date; Proxies
Each stockholder of record at the close of
business on the record date, February 13, 2019, is entitled to one vote for each director nominee and one vote for each of the
other proposals to be voted on with respect to each share registered in the stockholder’s name. A stockholder of record is
a person or entity who held shares on that date registered in its name on the records of Computershare Trust Company, N.A. (“Computershare”),
Schlumberger’s stock transfer agent. Persons who held shares on the record date through a broker, bank or other nominee are
referred to as beneficial owners.
Shares cannot be voted at the meeting unless
the owner of record is present in person or is represented by proxy. Schlumberger is incorporated in Curaçao and, as required
by Curaçao law, meetings of stockholders are held in Curaçao. Because many stockholders cannot personally attend
the meeting, it is necessary that a large number be represented by proxy.
Shares Outstanding
On February 13, 2019, there were 1,385,972,615 shares of Schlumberger
common stock outstanding and entitled to vote.
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Schlumberger
Limited
2019 Proxy Statement
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5
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Quorum
Holders of at least one-half of the outstanding
shares entitling the holders thereof to vote at the meeting must be present in person or by proxy to constitute a quorum for the
taking of any action at the meeting.
Abstentions and
proxies submitted on your behalf by brokers, banks or other holders of record that do not indicate a vote because they do not
have discretionary voting authority and have not received instructions from the beneficial owner of the shares as to how to
vote on a proposal (so-called “broker non-votes”) will be considered as present for quorum purposes. If a quorum
is not present at the meeting, the Board may call a second general meeting of stockholders, at which the quorum requirement
will not apply.
Votes Required to Adopt Proposals
To be elected, director nominees must receive
a majority of votes cast (the number of votes cast “for” a director nominee must exceed the number of votes cast “against”
that nominee). Approval of each of the other matters on the agenda also requires the affirmative vote of the majority of votes
cast.
Important Voting Information for Beneficial
Owners
If your Schlumberger
shares are held for you in street name (i.e. you own your shares through a brokerage, bank or other institutional account),
you are considered the beneficial owner of those shares, but not the record holder. This means that you vote by providing
instructions to your broker rather than directly to Schlumberger. Unless you provide specific voting instructions, your
broker is not permitted to vote your shares on your behalf, except on Item 3 and Item 4.
Effect of Abstentions and Broker Non-Votes
Brokers holding shares
must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not
receive specific instructions, brokers may in some cases vote the shares in their discretion. However, the New York Stock
Exchange (the “NYSE”) precludes brokers from exercising voting discretion on other proposals without specific
instructions from the beneficial owner, as follows:
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Discretionary Items.
Under NYSE rules, brokers will have discretion
to vote on both Item 3 (approval of financial statements and dividends) and Item 4 (ratification of appointment of independent
auditors for 2019) without instructions from the beneficial owners.
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Nondiscretionary Items.
Brokers, banks or other holders of record
cannot vote on Items 1 (election of directors), 2 (advisory vote to approve executive compensation) or 5 (approval of
amendment and restatement of our 2004 Stock and Deferral Plan for Non-Employee Directors) without instructions from the beneficial
owners. Therefore, if your shares are held in street name and you do not instruct your broker, bank or other holder of record
how to vote on the election of directors, the advisory vote to approve executive compensation, or our amended and restated
2004 Stock and Deferral Plan for Non-Employee Directors, your shares will not be voted on those matters.
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Abstentions and broker non-votes are not considered
as votes cast and will not be counted in determining the outcome of the vote on the election of directors or on any of the other
proposals, except that for purposes of satisfying NYSE rules, abstentions are counted in the denominator for determining the total
votes cast on Item 5.
How to Vote
Stockholders with shares registered in their
names with Computershare may authorize a proxy:
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by the internet at the following internet address: http://www.proxyvote.com;
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telephonically by calling 1-800-690-6903; or
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by completing and mailing their proxy card.
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The internet and
telephone voting facilities for stockholders of record will close at 11:59 p.m. Eastern time on Tuesday, April 2, 2019.
The internet and telephone voting procedures have been designed to authenticate stockholders and to allow you to vote your
shares and to confirm that your instructions have been properly recorded.
A number of banks and brokerage firms participate
in programs that also permit beneficial stockholders to direct their vote by the internet or telephone. If you are a beneficial
owner whose shares are held in an account at a bank or brokerage firm that participates in such a program, you may direct the vote
of those shares by the internet or telephone by following the instructions on the voting form.
All shares entitled to vote and represented
by properly executed proxies received prior to the meeting and not revoked will be voted at the meeting in accordance with your
instructions. If you are a stockholder with shares registered in your name with Computershare and you submit a properly executed
proxy card but do not direct how to vote on each item, the persons named as proxies will vote as the Board recommends on each proposal.
By providing your voting instructions promptly,
you may save us the expense of a second mailing.
Changing Your Vote or Revoking Your Proxy
If you are a stockholder of record, you can
change your vote or revoke your proxy at any time by timely delivery of a properly executed, later-dated proxy (including an internet
or telephone vote) or by voting by ballot at the meeting. If you hold shares through a broker, bank or other holder of record,
you must follow the instructions of your broker, bank or other holder of record to change or revoke your voting instructions.
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Schlumberger
Limited
2019 Proxy Statement
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6
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ITEM
1.
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Election
of Directors
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All of our directors are elected annually at
our annual general meeting of stockholders. Our stockholders are requested to elect 10 nominees to the Board, each to hold office
until the next annual general meeting of stockholders and until a director’s successor is elected and qualified or until
a director’s death, resignation or removal. Each of the nominees is now a director and was previously elected by our stockholders
at the 2018 annual general meeting of stockholders, except for Dr. Mitrova and Mr. Papa, who were both appointed by the Board
to serve as directors effective October 2018, based upon the recommendations of the Nominating and Governance Committee of the
Board.
Having exceeded the normal retirement age of
70 under our Corporate Governance Guidelines, V. Maureen Kempston Darkes will not be standing for re-election at our annual general
meeting of stockholders. Our Board extends gratitude to Ms. Kempston Darkes for four years of service as a member of the Board.
Michael Marks also will not stand for re-election at our annual general meeting of stockholders. Our Board extends gratitude to
Mr. Marks for 13 years of service as a member of the Board.
All of the nominees for election have consented to being named
in this proxy statement and to serve if elected. If any nominee is unable or unwilling to serve, the Board may designate a substitute
nominee. If the Board designates a substitute nominee, proxies may be voted for that substitute nominee. The Board knows of no
reason why any nominee will be unable or unwilling to serve if elected.
Shares represented by properly executed proxies
will be voted, if authority to do so is not withheld, for the election of each of the 10 nominees named below.
At our 2016 annual general meeting of stockholders,
our stockholders voted to fix the number of directors constituting the Board at 12, as permitted under our Articles of Incorporation.
However, because Ms. Kempston Darkes and Mr. Marks are not standing for re-election, only 10 directors have been nominated
for election at the 2019 annual general meeting of stockholders. The Board believes that it is advisable and in the best interest
of our stockholders for the authorized number of directors constituting the Board to remain at 12. This will allow the Board to
conduct a search for, and add, up to two additional directors during the year who have not yet been identified at the time of our
2019 annual general meeting.
At this annual general meeting, votes may not
be cast for a greater number of persons than the number of director nominees named in this proxy statement.
Required Vote
Each director nominee must receive a majority
of the votes cast to be elected.
If you hold your shares in street name, please be aware that brokers, banks and other holders
of record do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker, bank or
other holder of record how to vote on this proposal, they will deliver a non-vote on this proposal.
The
Board of Directors Recommends a Vote
FOR
All Director Nominees.
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Director
Nominees
The Board believes that each director nominee
possesses the qualities and experience that the Nominating and Governance Committee believes that nominees should possess, as described
in detail below in the section entitled “Corporate Governance—Director Nominations” beginning on page 17.
The Board seeks out, and the Board is comprised of, individuals whose background and experience complement those of other Board
members. The nominees for election to the Board, together with biographical information furnished by each of them and information
regarding each nominee’s director qualifications, are set forth on the following pages.
There are no family relationships among any
executive officers and directors of the Company.
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Schlumberger
Limited
2019 Proxy Statement
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7
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Peter L.S. Currie
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Lead Independent Director
President,
Currie Capital LLC
Director since
2010
Age:
62
Other Current Public Boards:
None
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Board Committees
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Nominating and Governance, Chair
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Compensation
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Former Public Directorships Held During the Past 5 Years
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Twitter, Inc.
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New Relic, Inc.
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Other Experience and Education
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Former chief financial officer of public companies
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President of Board of Trustees at Phillips
Academy
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MBA from Stanford University
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Former director of several privately-held
companies
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PETER L.S. CURRIE has been President
of Currie Capital LLC, a private investment firm, since April 2004. From November 2010 to May 2016, Mr. Currie served
on the board of Twitter, Inc., where he chaired both its audit committee and its nominating and governance committee and was
the lead independent director. He has also served on the board of directors of New Relic, Inc. (from March 2013 to August
2016), where he chaired its audit committee and was a member of its compensation committee. Mr. Currie has also served
on the boards of directors of Clearwire Corporation, CNET Networks, Inc., Safeco Corporation and Sun Microsystems, Inc.
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Relevant Skills and Expertise
Mr. Currie brings to the Board strong financial
and operational expertise as a result of his extensive board and committee experience at both public and privately-held companies;
experience as chief financial officer of two public companies (McCaw Cellular Communications and Netscape Communications); and
experience in senior operating positions in investment banking, venture capital and private equity.
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Miguel M. Galuccio
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Chairman and Chief Executive Officer, Vista Oil and Gas
Director since
2017
Age:
50
Other Current Public Boards:
None
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Board Committees
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Finance
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Science and Technology
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Former Directorships Held During the Past 5 Years
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YPF S.A.
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Other Experience and Education
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BS in Petroleum Engineering from Technological
Institute of Buenos Aires
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Schlumberger training and expertise
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Latin America energy policy expertise
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MIGUEL GALUCCIO is the Chairman and Chief
Executive Officer of Vista Oil and Gas, an oil and gas company incorporated in Mexico, and has held that position since July
2017. From May 2012 to March 2016, he was the Chairman and Chief Executive Officer of YPF, Argentina’s national oil
company. From 1999 to 2012, he was an employee of Schlumberger and held a number of international positions, his last being
President, Schlumberger Production Management (“SPM”). Prior to his employment at Schlumberger, he served in various executive
positions at YPF and its subsidiaries from 1994 to 1999, including YPF International.
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Relevant Skills and Expertise
Mr. Galuccio brings to the Board strong
leadership and operational expertise from his experience as chairman and chief executive officer of Argentina’s
national oil company, which under his leadership became the world’s largest producer of shale oil outside of North
America. He has valuable insight into the domestic and international energy policies of Argentina, Mexico, Venezuela, Ecuador
and other countries that are strategically important to Schlumberger. He has extensive experience negotiating with
Schlumberger customers in Latin America, Russia and China, including global energy companies and national oil companies, and
remains active in the oil and gas exploration and production industry as a chief executive officer of an oil and gas
company.
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Schlumberger
Limited
2019 Proxy Statement
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8
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Paal Kibsgaard
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Chairman and Chief Executive Officer
Director since
2011
Age:
51
Other Current Public Boards:
None
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Board Committees
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None
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Former Public Directorships Held During the Past 5 Years
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None
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Other Experience and Education
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Qualified
petroleum engineer
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Master’s
Degree from Norwegian Institute of Technology
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Schlumberger
training and expertise
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PAAL KIBSGAARD has been a director and Chief Executive Officer of the Company since 2011. He became the Chairman of the Board in April 2015. He was the Company’s Chief
Operating Officer from February 2010 to July 2011, and President of the
Reservoir Characterization Group from May 2009 to February 2010. Prior to that, Mr. Kibsgaard served as Vice President,
Engineering, Manufacturing and Sustaining, from November 2007 to May 2009, and as Vice President of Personnel from April
2006 to November 2007. Mr. Kibsgaard has been
with the Company since 1997, and began his career as a reservoir engineer.
He has held numerous operational and administrative management positions within the Company in the Middle East, Europe and
the U.S.
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Relevant Skills and Expertise
Mr. Kibsgaard brings to the Board a unique
operational perspective and thorough knowledge of the Company’s operational activities worldwide as a result of his service
in various global leadership positions in the Company. The Board believes that Mr. Kibsgaard’s service as Chairman and
Chief Executive Officer is an important link between management and the Board, enabling the Board to perform its oversight function
with the benefit of his perspectives on the Company’s business and operations.
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Nikolay Kudryavtsev
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Rector, Moscow Institute of Physics and Technology
Director since
2007
Age:
68
Other Current Public Boards:
None
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Board Committees
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Audit
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Finance
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Science and Technology
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Former Public Directorships Held During the Past 5 Years
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None
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Other Experience and Education
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Prior Chair, Molecular Physics Department
at the Moscow Institute of Physics and Technology
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PhD in physics and mathematics, Moscow
Institute of Physics and Technology
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Member, Russian Academy of Sciences
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NIKOLAY KUDRYAVTSEV has been the Rector
of the Moscow Institute of Physics and Technology since
June 1997. He has also been chairman of the Board of Rectors of the City
of Moscow and Moscow Region since 2012, and was elected Vice President of the Board of Rectors of Universities of the
Russian Federation in 2014, and became a member of its
board in 2018.
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Relevant Skills and Expertise
Mr. Kudryavtsev brings to the Board valuable
management experience, as well as deep scientific and technological expertise. This provides the Board with insight
regarding the Company, its products and technologies, as well as the future technological needs of the Company and the industry.
Mr. Kudryavtsev also provides the Board with a particularly valuable Russian vantage point, which is useful for both the development
of the Company’s business and an understanding of the needs of the Company’s Russian employees. The Board is aided
immensely by Mr. Kudryavtsev’s sensitivity to Russian culture and risk at the operational level.
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Schlumberger
Limited
2019 Proxy Statement
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9
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Tatiana A. Mitrova
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Director of SKOLKOVO Energy Center, Moscow School of Management
Director since
2018
Age:
44
Other Current Public Boards:
None
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Board Committees
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Audit
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Former Public Directorships Held During the
Past 5 Years
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Unipro PJSC
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Other Experience and Education
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Senior Visiting Research Fellow at Oxford
Institute for Energy Studies
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Fellow at Columbia University SIPA Center
on Global Energy Policy
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Director of several privately-held companies
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TATIANA A. MITROVA has been the
Director of the SKOLKOVO Energy Center of the Moscow School of Management, a graduate business school, since February 2017.
She has also been the Head of Research in the Oil and Gas Department in the Energy Research Institute of the Russian Academy
of Sciences since January 2011; a visiting professor at the Paris School of International Affairs (PSIA), part of the
Paris Institute of Political Studies, since January 2014; and an assistant professor at the Gubkin Russian
State University of Oil and Gas since January 2008. Dr. Mitrova was a Visiting Researcher at the King Abdullah
Petroleum Studies and Research Center (KAPSARC) from April 2016 to April 2017. She was a member of the board of directors of
Unipro PJSC from June 2014 to December 2017 and was a member of its appointment and remuneration committees.
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Relevant Skills and Expertise
Dr. Mitrova brings to the Board valuable expertise
regarding energy market dynamics and the various factors affecting supply and demand for Schlumberger’s products and services.
The Board values Dr. Mitrova’s connections to the Russia market and her ties to the academic community. Her global economic
perspective provides insight into emerging markets and trends, and is useful for the development of the Company’s business
strategy. She provides additional ties to universities worldwide, assisting Schlumberger in its effort to attract talented new
employees.
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Indra K. Nooyi
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Former Chairman and Chief Executive Officer
PepsiCo, Inc.
Director since
2015
Age:
63
Other Current Public Boards:
None
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Board Committees
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Audit
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Compensation,
Chair
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Former Public Directorships Held During the Past 5 Years
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PepsiCo., Inc.
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Other Experience and Education
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Former chief executive officer of a public company
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Board of Trustees, the World Economic Forum
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Member, Temasek International Advisory Panel
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MBA, Indian Institute of Management
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Master’s Degree in Public and Private Management, Yale University
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INDRA K. NOOYI is the former Chairman and CEO of PepsiCo, Inc., a global food and beverage company. She
was appointed PepsiCo’s Chief Executive Officer in October 2006 and assumed the role of Chairman of PepsiCo’s board
of directors in May 2007. In October 2018, Ms. Nooyi stepped down as PepsiCo’s CEO, and retired as its Chairman and as a
member of PepsiCo’s board of directors effective February 1, 2019. Ms. Nooyi was elected to PepsiCo’s board of directors
and became President and Chief Financial Officer in 2001, after serving as Senior Vice President and Chief Financial Officer since
2000. Ms. Nooyi also was PepsiCo’s Senior Vice President, Corporate Strategy and Development from 1996 until 2000, and its
Senior Vice President, Strategic Planning from 1994 until 1996. She also serves on the boards of several non-profit entities.
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Relevant Skills and Expertise
The Board benefits greatly from Ms. Nooyi’s leadership as the former Chairman and CEO of PepsiCo, Inc., a global company with one of the world’s most recognized brands. Ms. Nooyi’s expertise in developing and directing corporate strategy and finance and in mergers and acquisitions, as well as her valuable insight into organizational management and talent development, enable her to make valuable contributions to the Board.
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Schlumberger
Limited
2019 Proxy Statement
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10
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Lubna S. Olayan
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Chief Executive Officer and Deputy Chairperson, Olayan Financing Company
Director since
2011
Age:
63
Other Current Public Boards:
Alawwal Bank and Ma’aden
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Board Committees
•
Nominating
and Governance
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Finance
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Former Public Directorships Held During the
Past 5 Years
•
None
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Other Experience and Education
•
Current chief
executive officer
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Trustee,
King Abdullah University of Science and Technology and Cornell University
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Member, Harvard
Global Advisory Council
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Serves on
boards of various non-governmental and educational organizations
•
MBA, Indiana
University
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LUBNA S. OLAYAN is the Chief Executive
Officer and deputy chairperson of Riyadh-based Olayan Financing Company, the holding company for The Olayan Group’s
operations in the Kingdom of Saudi Arabia and the Middle East. Ms. Olayan is a Principal and a board member of Olayan
Investments Company Establishment, the parent company of The Olayan Group, a private multinational enterprise with diverse
commercial and industrial operations in the Middle East and an actively managed portfolio of international investments. Since
December 2004, she has been a director of Alawwal Bank, and was the first woman to join the board of a Saudi publicly-listed
company. She was elected Vice Chairman in January 2014 and is a member of its executive committee and its nomination and
remuneration committee. Ms. Olayan has been a member of the board of directors of Ma’aden, a Saudi Arabian mining
company, since April 2016, and is a member of its nomination and remuneration committee. She is a member of numerous
international advisory boards.
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Relevant Skills and Expertise
Ms. Olayan brings to the Board extensive
business experience in Saudi Arabia and the Middle East and a deep understanding of those areas, which are critical to the
Company. The Board benefits from her proven leadership abilities, extensive CEO experience and expertise in corporate
finance, international banking, distribution and manufacturing. Ms. Olayan also brings a critical international
perspective on business and global best practices. Ms. Olayan’s connections to the scientific community and
experience in university relations also are of great value to Schlumberger and its efforts in technology leadership and
employee recruiting and retention.
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Mark G. Papa
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Chairman and Chief Executive Officer, Centennial Resource Development
Director since
2018
Age:
72
Other Current Public Boards:
Centennial Resource Development
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Board Committees
•
Finance
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Former Public Directorships Held During the Past 5 Years
•
EOG Resources
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Oil States
International
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Other Experience and Education
•
Current chief
executive officer of a public company
•
BS in Petroleum
Engineering
•
North American
energy industry pioneer
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MARK G. PAPA has been the Chief
Executive Officer and Chairman of the Board of Centennial Resource Development Inc., an independent oil producer, since
October 2016. Prior to that, Mr. Papa served as Chief Executive Officer and Chairman of the Board of Silver Run
Acquisition Corp. from November 2015 until its business combination with Centennial Resource Production, LLC in October 2016.
Mr. Papa is also an advisor to Riverstone Holdings, LLC, a private equity firm specializing in energy investments. Prior
to joining Riverstone in February 2015, Mr. Papa was Chairman and CEO of EOG Resources, an independent oil company, from
August 1999 to December 2013. Mr. Papa served as a member of EOG’s board of directors from August 1999 until
December 2014. He worked at EOG for 32 years in various management positions. Mr. Papa was retired from December 2013
through February 2015. Mr. Papa also served on the board of Oil States International, Inc., an international field
services company, from February 2001 to August 2018 and was a member of its compensation and nominating and corporate
governance committees. He has served on the board of Casa de Esperanza, a non-profit organization serving children in crisis
situations, since November 2006.
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Relevant Skills and Expertise
Mr. Papa brings decades of experience
in the oil and gas industry and a unique insight into the North American market. He is a pioneer in the U.S. shale oil
industry and built EOG Resources into one of the most profitable U.S. shale companies. He provides the Board with his
valuable insight on this market and Schlumberger’s customers in North America. He also brings valuable leadership
experience to the Board through his experience as CEO and chairman of multiple public companies. Mr. Papa has been
involved in succession planning, compensation, employee management and the evaluation of acquisition opportunities, and
provides the Board with valuable insight regarding the challenges and opportunities facing Schlumberger in these areas.
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Schlumberger
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2019 Proxy Statement
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Leo Rafael Reif
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President,
Massachusetts Institute of Technology
Director since
2007
Age:
68
Other Current Public Boards:
None.
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Board Committees
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Compensation
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Nominating
and Governance
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Science and
Technology, Chair
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Former Public Directorships Held During the Past 5 Years
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Alcoa, Inc.
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Arconic Inc.
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Other Experience and Education
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Fellow, The
Institute for Electrical and Electronic Engineers
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Doctorate
in electrical engineering, Stanford University
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Member of
the American Academy of Arts and Sciences
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Board of
Trustees, The World Economic Forum
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LEO RAFAEL REIF has been President of
the
Massachusetts Institute of Technology (“MIT”) since July 2012, and was its Provost, Chief Academic Officer and
Chief Budget Officer from August 2005 to July 2012. Dr. Reif was head of MIT’s Electrical Engineering and Computer
Science Department from September 2004 to July 2005, and an Associate Department Head for Electrical Engineering in
MIT’s Department of Electrical Engineering and Computer Science from January 1999 to August 2004. In 2015, Dr. Reif
joined
the
board of directors of Alcoa, Inc., an industrial aluminum company, and remained on its board until resigning in November 2016
as part
of Alcoa’s public spin-off of Arconic Inc., a provider of precision-engineered products and solutions.
In connection with the spin-off, Dr. Reif was a member of the board of directors of Arconic Inc. from November 2016 to
May 2017.
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Relevant Skills and Expertise
Dr. Reif brings to the Board valuable management
and finance expertise. As a scientist, he has deep scientific and technological knowledge about the Company’s products and
technology, as well as about anticipated future technological needs of the Company and the industry. The Board values Dr. Reif’s
connections to the U.S. scientific community, as well as his expertise in university relations and collaborations, which are of
high importance to Schlumberger and its efforts in technology leadership and employee retention. Dr. Reif provides the Board with
a critical U.S. scientific perspective, which is of immense value in the oversight of the Company’s strategy.
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Henri Seydoux
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Chairman and Chief Executive Officer, Parrot S.A.
Director since
2009
Age:
58
Other Current Public Boards:
Parrot S.A.
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Board Committees
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Compensation
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Nominating
and Governance
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Science and
Technology
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Former Public Directorships Held During the Past 5 Years
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None
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Other Experience and Education
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Current chief
executive officer
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Technology
leadership
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Entrepreneurial
and management expertise
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Director
of privately-held company
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HENRI SEYDOUX has been Chairman and Chief Executive
Officer of Parrot S.A., a global wireless products manufacturer, since 1994. Mr. Seydoux is an entrepreneur with great initiative.
He founded Parrot S.A. in 1994 as a private company and took it public in 2007. He also serves on the board of directors of Sigfox,
a privately-held global communications service provider for the Internet.
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Relevant Skills and Expertise
Mr. Seydoux, as the chief executive of a dynamic
and innovative technology company, brings to the Board entrepreneurial drive and management skills. He also has family ties to
the founding Schlumberger brothers. Having grown up in the Schlumberger family culture, Mr. Seydoux is well placed to see that
the Company continues its historical commitment to Schlumberger’s core values. His service on the Board addresses the Company’s
need to preserve the Company’s unique culture and history while helping to foster innovation.
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Schlumberger
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2019 Proxy Statement
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Corporate Governance
The following are some highlights of our corporate governance
practices and policies:
Board Independence; Committees Structure
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All of our director nominees are independent of the Company
and management, except for our CEO and Messrs. Papa and Galuccio. This is above the NYSE requirement that a majority of directors
be independent.
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All non-executive directors meet regularly in executive session.
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Only independent directors serve on our Audit, Compensation and Nominating
and Governance Committees.
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Majority Voting; Stockholder Rights
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We have a majority vote standard for uncontested director
elections.
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All of our directors are elected annually. We do not have a staggered
board.
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One or more stockholders representing 10% or more of our outstanding
shares can call a special meeting.
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We proactively adopted proxy access in early 2017.
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Executive Stock Ownership Guidelines
We have executive stock ownership guidelines, which are
designed to align executive and stockholder interests. For a description of the guidelines applicable to our executive officers
and other senior members of management, see “Compensation Discussion and Analysis—Executive Stock Ownership Guidelines”
starting on page 46.
Risk Oversight
The Board of Directors and the its Committees oversee
Schlumberger’s risk management policies, processes and practices to ensure that the Company employs the appropriate risk
management systems. The Board and its Committees exercise their risk oversight responsibilities in a variety of ways, including
the following:
Board of Directors
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Oversees the risk management by the CEO and other members of our senior management team; oversees assessment of major
risks facing the Company. The risks that the Board routinely considers include operational, financial, geopolitical/legislative,
strategic, capital project execution, civil unrest, legal and technology/cybersecurity risks.
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Audit Committee
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Reviews and assesses financial reporting risk. Reviews all significant finance-related violations of Company policies
brought to its attention, and annually reviews and assesses finance-related violations. Meets with and reviews reports from
Schlumberger’s independent registered public accounting firm and internal auditors.
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Finance Committee
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Oversees finance-related risks
on a quarterly basis and recommends guidelines to control pension and other investments, banking relationships and
currency exposures. Assesses financial aspects of all proposed strategic transactions above a certain dollar threshold.
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Compensation Committee
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Reviews and assesses the Company’s overall compensation program and its effectiveness at linking executive pay to
performance, aligning the interests of our executives and our stockholders and providing for appropriate incentives.
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Nominating and Governance Committee
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Oversees compliance-related risk, related person transactions, the Company’s Ethics and Compliance Program and environmental,
social and governance risks.
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Prohibition on Hedging or Pledging of Schlumberger Stock
Our directors and executive officers
are prohibited from using any strategies or products (such as derivative securities or short-selling techniques) to hedge against
the potential changes in the value of Schlumberger common stock. In addition, our directors and executive officers, and other key
employees, are prohibited from holding Schlumberger securities in a margin account or pledging Schlumberger securities as collateral
for a loan. Our insider trading policy strongly discourages, but does not prohibit, other employees from engaging in speculative
transactions, including hedging or other financial mechanisms, holding Schlumberger securities in a margin account or pledging
Schlumberger securities.
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2019 Proxy Statement
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Policy Against
Lobbying and Political Contributions
Schlumberger has a strong
culture of being politically neutral, and has a long-standing policy against lobbying and making financial or in-kind
contributions to political parties or candidates, even when permitted by law. This policy, as set forth in
Schlumberger’s code of conduct, entitled The Blue Print and The Blue Print in Action (our “Code of
Conduct”), prohibits the use of Company funds or assets for political purposes, including for contributions to any
political party, candidate or committee, whether federal, state or local. In addition, the Company does not lobby. As a
result of the Company’s policy of political neutrality, Schlumberger does not have a political action committee, nor
does it contribute to any third-party political action committees or other political entities organized under Section 527
of the Internal Revenue Code.
In 2018, the Center for
Political Accountability (“CPA”), a non-profit, non-partisan organization, assessed our disclosure for its annual
CPA-Zicklin Index of Corporate Political Disclosure and Accountability (“CPA-Zicklin Index”). The CPA-Zicklin
Index measures the transparency, policies and practices of the Standard & Poor’s 500.
As a result of our enhanced disclosure regarding our prohibition on political lobbying and contributions, we achieved a
perfect score of 100% in the 2018 CPA-Zicklin Index.
Our Commitment to Stewardship
Our Board, along with
our customers, investors, employees and other stakeholders, understands that a modern approach to running our Company must
be aligned with a commitment to global stewardship. Our stewardship journey, which has evolved over the past decades, is
gaining momentum as we continue to work with our customers to address their environmental, social, and governance
objectives; mitigate social and environmental risks; and lower their greenhouse gas emissions in field operations. We
endeavor to be at the forefront of change, leading technology innovation and training and development of our employees. For
example, most recently, we adopted a requirement that all of our employees receive sustainability and stewardship training
every two years.
We believe our more than 90 years
of industry experience and leadership will be invaluable to the ongoing worldwide energy transition. We have engaged three main
strategies to this end:
Endeavoring to make
stewardship a part of our operations
We do this through several
risk assessment and mitigation programs in aspects of our operations where we have determined that we can have the most
effective impact. For example, to assist us in an environmental impact review of our operations in one country where we have
sizable operations, we engaged an independent consultant specializing in helping companies implement positive change in
response to climate and carbon challenges, while also driving commercial performance. The independent consultant analyzed the
various climate risks, including sea level change, that would reasonably be expected to affect the location, and provided
us with mitigation options to address those risks.
Similarly, we chose 11 of the 17 United Nations Sustainable
Development Goals (“SDGs”) at the corporate level that we believe we can impact as a company. From this portfolio of
11 SDGs that we chose, each of our GeoMarket regions will select SDGs to focus on and will further set targets related to each
SDG that we expect will measurably improve environmental and social conditions in the countries and regions where we operate. To
find out more about our Global Stewardship Program, and how we seek to align ourselves with the United Nations SDGs, see our annual
Global Stewardship Report, which is available at www.slb.com/globalstewardship.
(bolded items are part of
Schlumberger portfolio of goals)
Promoting technological growth with positive environmental
outcomes
We believe that our ability to
develop cutting-edge technology differentiates us from our competitors. We have a global network of six research centers and
10 technology centers that develop products and processes that both maximize the recovery from a given well, as well as
reduce the impact of our operations on the environment. For example, we began our research on geologic storage of carbon in
the mid 1990’s. An environmental benefit of carbon sequestration is that it can help reduce carbon dioxide emissions.
Our carbon services employees have published 229 technical papers and journal articles. They also currently lead or
participate in more than 60 carbon sequestration projects globally, including nine of the 13 projects under development by
the U.S. Department of Energy’s
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2019 Proxy Statement
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Carbon Storage Assurance Facility
Enterprise (CarbonSAFE). One environmental benefit of carbon sequestration is that it can help mitigate carbon dioxide emissions.
In 2018, we continued this work by partnering with Stanford University, ExxonMobil and the Environmental Defense Fund (EDF)
to test 12 different methane detectors and the ability to mount these detectors on trucks, aircraft or drones. While current methane
detectors can monitor a single location like a well site, these new technologies can identify and characterize leaks over a large
area of otherwise unmonitored land and allow for remediation.
Engaging in a global dialogue
We have an active voice in the global
energy and sustainability dialogue. In 2016, we hosted a global conference on the future of energy at our research facility in
Cambridge, Massachusetts. The conference addressed topics such as the evolution of the energy transition; the future of world energy
after the international climate agreement at the 2015 Paris Climate Conference (COP21); and climate change. At the conference,
more than 40 thought leaders in engaged in open, frank discussions regarding climate change and related issues.
Some of the attendees included representatives from the MIT Energy Initiative; the Yale Climate and Energy Institute; the U.S.
Department of Energy; the International Energy Agency; the U.S. National Renewable Energy Laboratory, and scientists and other
policy makers from various other institutions and governmental agencies.
We also share our views with several
influential educational and policy studies organizations. Some of these include The Aspen Institute; the Royal Institute of International
Affairs (Chatham House); Energy Intelligence Group; SustainAbility; the Center for Strategic and International Studies; Resources
for the Future; the Bloomberg Sustainable Business Forum, and other sustainability forums.
In addition, we are a part of, or
otherwise support, numerous industry groups including the International Petroleum Industry Environmental Conservation Association
(IPIECA); the American Geosciences Institute; the National Ocean Industries Association; the Permian Strategic Partnership; the
American Petroleum Institute; the Center for Strategic and International Studies; the National Petroleum Council; the Petroleum
Equipment & Services Association; the Independent Petroleum Association of America; and the International Association
of Oil & Gas Producers. Finally, we provide educational and advisory services to governmental organizations such as the
United States Department of Energy, the United States Department of the Interior and the Texas Railroad Commission.
Communication with Board
The Board recommends that stockholders
initiate communications with the Board, the Chairman, the Lead Independent Director or any Board committee by writing to our Corporate
Secretary. This process assists the Board in reviewing and responding to stockholder communications. The Board has instructed our
Corporate Secretary to review correspondence directed to the Board (including the Chairman, the Lead Independent Director and any
Board committee) and, at the Secretary’s discretion, to forward those items that he deems appropriate for the Board’s
consideration. Stockholders can send communications to the following address:
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Schlumberger Limited
Attention: Corporate Secretary
5599 San Felipe, 17
th
Floor
Houston, Texas 77056
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Shareholder Engagement
Our relationship and on-going
dialogue with our stockholders is an important part of our Board’s corporate governance commitment. Our Investor
Relations, Environmental, Social and Governance (“ESG”), Legal and Human Resources teams engage with stockholders
to seek their views on key matters and to inform our management and our Board about the issues and emerging governance trends
that our stockholders tell us matter most to them. Our Lead Independent Director and the chairman of our Compensation
Committee also participate in our engagement efforts when requested. These engagements routinely cover governance, social,
environmental, compensation, safety, human rights and other current and emerging issues.
We typically reach out to our largest
institutional stockholders annually in the fall. We then report the feedback we receive from stockholders to the Board and relevant
committees, allowing the Board to better understand our stockholders’ priorities and perspectives. In addition to this annual
outreach, we may engage with our large institutional stockholders at other times in the year when we believe that there are appropriate
topics to discuss. For more detail on our 2018 engagement with our stockholders, see pages 26-27.
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2019 Proxy Statement
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Corporate Governance Guidelines
Schlumberger is committed to adhering
to sound principles of corporate governance and has adopted corporate governance guidelines that the Board believes are consistent
with Schlumberger’s values, and that promote the effective functioning of the Board, its committees and the Company. Our
Board periodically, and at least annually, reviews and revises, as appropriate, our Corporate Governance Guidelines to ensure that
they reflect the Board’s corporate governance objectives and commitments. Our Corporate Governance Guidelines are on our
website at http://www.slb.com/ about/guiding_principles/corpgovernance/corpgov_guidelines.aspx.
Board Independence
Schlumberger’s Corporate Governance
Guidelines provide that at least a majority of the Board must consist of independent directors. This standard reflects the NYSE
corporate governance listing standards.
Our Board has adopted director independence
standards, which can be found in Attachment A to our Corporate Governance Guidelines, and which meet or exceed the independence
requirements in the NYSE listing standards. Based on the review and recommendation by the Nominating and Governance Committee,
the Board has determined that each current director and director nominee listed above under “Election of Directors”
is “independent” under the listing standards of the NYSE and our director independence standards, except Mr. Kibsgaard,
who is our CEO and therefore does not qualify as independent, and Messrs. Galuccio and Papa. Additionally, Mr. Helge Lund and Mr.
Tore Sandvold were independent throughout the period in 2018 that each served on the Board.
In addition to the Board-level standards
for director independence, each member of the Audit Committee meets the heightened independence standards required for audit committee
members under the NYSE’s listing standards and SEC rules, and each member of the Compensation Committee meets the heightened
independence standards for compensation committee members under NYSE listing standards adopted in 2013, which Schlumberger implemented
in advance of the required compliance date.
Transactions Considered in Independence Determinations
The Board’s independence determinations
included a review of transactions that occurred since the beginning of 2016 with entities associated with our directors or members
of their immediate family. In making its independence determinations, the Board considered that Ms. Kempston Darkes,
Mr. Kudryavtsev, Mr. Marks, Dr. Mitrova, Ms. Nooyi, Ms. Olayan, Dr. Reif and Mr. Sandvold each have served as directors, executive
officers, trustees, outside consultants or advisory board members at companies and universities that have had commercial business
relationships with the Company, all of which were ordinary course commercial transactions involving significantly less than the
greater of $1 million or 2% of the other entity’s annual revenues. The Board also considered that the Company made charitable
contributions in 2018 to the Moscow School of Management SKOLKOVO, where Dr. Mitrova is Director of the Energy Centre, of approximately
$500,000, relating to educational grants and sponsored fellowships, for which Dr. Mitrova received no personal benefit. This amount
was significantly less than the greater of $1 million or 2% of the university’s consolidated gross revenues for any of the
past three years.
Board Tenure
We believe that Board tenure diversity
is important and directors with many years of service provide the Board with a deep knowledge of our company, while newer directors
lend fresh perspectives. The chart below reflects the Board tenure of our current director nominees.
Under our Corporate Governance Guidelines,
non-executive directors are eligible to be nominated or renominated to the Board up to their 70
th
birthday, and executive
directors are eligible to be nominated or renominated up to their 65
th
birthday, after which directors may no longer
be nominated or renominated to the Board. Our Board may waive this policy on a case-by-case basis on the recommendation of the
Nominating and Governance Committee if it deems a waiver to be in the best interest of the Company. The Board waived this policy
for Mr. Papa upon the recommendation of the Nominating and Governance Committee because it believes that retaining the expertise
of Mr. Papa is in the best interest of our Company and our stockholders.
Diversified Director Nominee Tenure
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2019 Proxy Statement
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Director Nominations
The Nominating and Governance Committee
believes that director nominees should, in the judgment of the Board, be persons of integrity and honesty, be able to exercise
sound, mature and independent business judgment in the best interests of our stockholders as a whole, be recognized leaders in
business or professional activity, have background and experience that will complement those of other Board members, be able to
actively participate in Board and Committee meetings and related activities, be able to work professionally and effectively with
other Board members and Schlumberger management, be available to remain on the Board long enough to make an effective contribution
and have no material relationship with competitors, customers or other third parties that could present realistic possibilities
of conflict of interest or legal issues.
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Board Diversity Highlights:
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director nominees are women
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director nominees are non-US citizens
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The Nominating and
Governance Committee also promotes Schlumberger’s diversity policy that the Board should ensure that qualified
candidates reflecting gender, cultural and geographical diversity are considered as potential director nominees. Schlumberger
has approximately 100,000 employees worldwide, representing more than 140 nationalities, and values gender, cultural
and geographical diversity in its directors as well. We also have a culture of recruiting, hiring and training where we
operate, as described in our Code of Conduct. This culture also influences the composition of our Board. Three of our 10
director nominees are women. Of the 10 director nominees, four are citizens of the United States of America, two are citizens
of Russia, and one is a citizen of each of Norway, France, and Saudi Arabia, while one of our directors is a dual citizen of
both Argentina and the United Kingdom.
Our geographically diverse Board also evidences
the Board’s commitment to have directors who represent countries where Schlumberger operates. In addition, the exceptionally
broad and diverse experience of our Board nominees is in keeping with the goal of having directors whose background and experience
complement those of other directors. The Nominating and Governance Committee’s evaluation of director nominees takes into
account their ability to contribute to the Board’s diversity, and the Nominating and Governance Committee annually reviews
its effectiveness in balancing these considerations in the context of its consideration of director nominees.
One of the other goals of our Nominating and Governance Committee
is to ensure that the nominees have experience, skills and other attributes that complement the whole of our Board as a governing
body. We believe that the nominees are able to provide a well-rounded set of expertise that will assist in effective oversight
of management at Schlumberger. The following matrix identifies the primary skills, core competencies and other attributes that
each director brings to bear in their service to our Board and committees. Each director possesses numerous other skills and competencies
not identified below. We believe identifying primary skills is a more meaningful presentation of the key contributions and value
that each director nominee brings to their service on the Board and to our stockholders. Further information on each director
nominee, including some of their specific experience, skills and other attributes is set forth in the biographies beginning on
page 8 of this proxy statement.
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Summary of Individual Director Primary Skills,
Core Competencies and other Attributes
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Current or former CEO or president
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Energy industry expertise
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Risk management experience
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Corporate finance/capital management expertise
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Academic relations
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Scientific and technological innovation experience
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M&A experience
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Experience in key
Schlumberger markets
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Government /public policy and regulatory insights
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Applying the criteria
above, the Nominating and Governance Committee recommends to the Board the number and names of persons to be proposed by the
Board for election as directors at our annual general meeting of stockholders. In obtaining the names of possible nominees,
the Nominating and Governance Committee makes its own inquiries and will receive suggestions from other directors and
management. From time to time, the Committee retains executive search and board advisory consulting firms to assist in
identifying and evaluating potential nominees. To further our diversity policy, we request that such firms retained by us
include women and ethnically diverse candidates in the proposals they present to us. During 2018, the Committee used the
services of Spencer Stuart, a third-party executive search firm, for this purpose. Consideration of new Board candidates
typically involves a series of internal discussions, review of information concerning candidates, and interviews with
selected candidates. Our CEO suggested each of Dr. Mitrova and Mr. Papa as prospective Board candidates.
The Nominating and Governance Committee
will consider nominees recommended by stockholders who meet the eligibility requirements for submitting stockholder proposals for
inclusion in the next proxy statement and submit their recommendations in writing to:
Chair, Nominating and Governance Committee
c/o Secretary, Schlumberger Limited
5599 San Felipe, 17
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Floor
Houston, Texas 77056.
Such recommendations must be submitted
by the deadline for stockholder proposals referred to at the end 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.
Board Adoption of Proxy Access
Although we had
not received a stockholder proposal requesting a proxy access bylaw, we proactively adopted proxy access bylaw provisions in
January 2017. These provisions permit a stockholder, or a group of up to 20 stockholders, owning at least three percent (3%)
of our outstanding common stock, for at least three (3) years, to include two (2) director nominees, or 20%
of the current Board, whichever is greater, in our proxy for the annual general meeting.
Board Leadership Structure
The Board recognizes that one of its key responsibilities
is to evaluate and determine an appropriate board leadership structure to provide for independent oversight of management. The
Board believes that there is no single, generally accepted board leadership structure that is appropriate for all companies, and
that the right structure may vary for a single company as circumstances change. As such, our independent directors consider the
Board’s leadership structure at least annually, and may modify this structure to best address the Company’s unique
circumstances and advance the best interests of all stockholders, as and when appropriate.
From 2011 to 2015, the Board
was led by a non-executive chairman of the Board. In connection with the chairman’s retirement in 2015, the independent
members of the Board gave thoughtful consideration to the Board’s leadership structure and determined that recombining
the Chairman and CEO positions under the leadership of Mr. Kibsgaard upon the independent chair’s retirement was in the
best interests of the Company and its stockholders. This determination was based on the Board’s strong belief that, as
the individual with primary responsibility for managing the Company’s day-to-day operations and with extensive
knowledge and understanding of the Company, Mr. Kibsgaard was best positioned to chair regular Board meetings as the
directors discuss key business and strategic issues and to focus the Board’s attention on the issues of greatest
importance to the Company and its stockholders. Furthermore, the Board believed that combining the roles of Chairman and CEO
in Mr. Kibsgaard created a clear line of authority that promotes decisive and effective leadership, both within and outside
the Company. In making this judgment, the Board took into account its evaluation of Mr. Kibsgaard’s performance as CEO
and as a then-current member of the Board, his positive relationships with the other directors, and the strategic perspective
he would bring to the role of Chairman.
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In considering its leadership structure,
the Board also took into account that Schlumberger’s current governance practices provide for strong independent
leadership, active participation by independent directors and independent evaluation of, and communication with, many members
of senior management. These governance practices are reflected in our Corporate Governance Guidelines and our various
committee charters, which are available on our website. The Board believes that its risk oversight programs, discussed
immediately below, are effective under a variety of board leadership frameworks and therefore do not materially affect the
Board’s choice of leadership structure.
Roles and Responsibilities
of our Lead Independent Director
The Board recognizes the importance of having
a board structure that promotes the appropriate exercise of independent judgment by the Board. When the Chairman/CEO roles are
combined as they currently are, our Corporate Governance Guidelines require that we have a lead independent director to complement
the Chairman’s role, and to serve as the principal liaison between the non-employee directors and the Chairman. Mr. Currie
currently serves as our Lead Independent Director, providing effective, independent leadership of our Board through the following
clearly defined and robust leadership authority and responsibilities:
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approve agendas for all Board meetings, in coordination with the Chairman and CEO;
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approve meeting schedules to ensure that there is sufficient time for discussion of all agenda items, in coordination with the Chairman and CEO;
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preside at all Board meetings at which the Chairman is not present, including executive sessions of the non-executive directors;
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authority to call meetings of the Board of Directors in executive session;
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provide feedback to the Chairman and CEO, as appropriate, from executive sessions of the Board;
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facilitate discussions, outside of scheduled Board meetings, among the non-executive directors on key issues concerning senior management;
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assist the Board, the Nominating and Governance Committee and the officers of the Company in implementing and complying with the Board’s Corporate Governance Guidelines;
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foster Board leadership on matters of governance where independence is required, and monitor and improve Board effectiveness;
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serve as a liaison between the non-executive directors and the Chairman and CEO, in consultation with the other directors;
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lead the non-executive directors’ discussions of succession planning and evaluation of the performance of the CEO;
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be available for consultation and direct communication with stockholders; and
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perform such additional duties and responsibilities as the Board or the non-executive directors may from time to time determine.
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The Board’s Role in Risk
Oversight
As set forth in our Corporate
Governance Guidelines, the Board routinely assesses major risks facing the Company and options for their mitigation, in order to
promote the Company’s stockholders’ and other stakeholders’ interests in the long-term health and the overall
success of the Company and its financial strength.
The full Board is
actively involved in overseeing risk management for the Company. We believe that our Board composition provides the Company
with robust experience in several areas of risk oversight. Several of our Board members, including Messrs. Galuccio,
Kibsgaard, and Papa and Dr. Mitrova have valuable experience in the regulatory, economic and commodity risks that are
specific to our industry, while Messrs. Kudryatsev, Reif and Seydoux have valuable experience in science and technology
issues. In addition, many members of our Board, including Messrs. Currie, Reif and Seydoux and Msses. Nooyi and Olayan, all
provide expertise in general business governance, capital allocation, management and economic trends relevant to our
business.
The Board also manages risk
in part through its oversight of the Company’s Executive Risk Committee (the “ERC”) comprised of more than half
a dozen top executives of the Company from various functions, each of whom supervises day-to-day risk management throughout the
Company. The ERC is not a committee of the Board. The ERC ensures that the Company identifies all potential material risks facing
the Company and implements appropriate mitigation measures. The Company’s risk identification is performed annually at two
levels: the ERC performs a corporate-level risk mapping exercise, which involves the CEO and several other members of senior management,
and while maintaining oversight, delegates operational (field-level) risk assessment and management to the Company’s various
GeoMarkets, Technologies and Functions and to its Research, Engineering, Manufacturing and Sustaining organization. To the extent
that the ERC identifies recurring themes from the operational risk mapping exercises, they are acted on at the corporate level.
Members of the ERC meet formally at least once a year, and more frequently on an ad hoc basis, to define and improve
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Limited
2019 Proxy Statement
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19
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the risk mapping process, and to review and
monitor the results of those exercises and those that have been delegated. The ERC reports directly to the CEO and to the full
Board, and annually presents to the full Board a comprehensive report as to its risk mapping efforts for that year.
In addition, each
of our Board committees considers the risks within its areas of responsibility. For example, the Finance Committee
considers finance-related risks on a quarterly basis and recommends guidelines to control pension and other investments,
banking relationships and currency exposures. The Compensation Committee reviews and assesses the Company’s
overall compensation program and its effectiveness at linking executive pay to performance, aligning the interests of our
executives and our stockholders and providing for appropriate incentives. The Science and Technology Committee reviews and
assesses risks affecting the Company’s technology direction and research and development. The Nominating and
Governance Committee oversees governance- and compliance-related risks, related person transactions, and reviews and
discusses the Company’s Ethics and Compliance Program’s quarterly statistical report and the various allegations,
disciplinary actions and training statistics brought to its attention. The Nominating and Governance Committee also considers
ESG risks. The Audit Committee reviews and assesses risks related to financial reporting. The Audit Committee also discusses all
significant finance-related violations of Company policies brought to its attention from time to time, and annually reviews a
summary of all finance-related violations. Additionally, the outcome of the Company’s Audit Risk assessment is
presented to the Audit Committee annually; this assessment identifies internal controls risks and drives the internal audit
plan for the coming year. All significant violations of the Company’s Code of Conduct and related corporate policies
are reported to the Nominating and Governance Committee and (if finance-related) to the Audit Committee, and, when
appropriate, are reported to the full Board. Once a year, the Director of Compliance delivers to the full Board a
comprehensive Annual Compliance Report. The risks identified within the Ethics and Compliance Program are incorporated into
the ERC’s enterprise risk management program described above.
Meetings of the Board of Directors
and its Committees
During 2018, the Board held
5 meetings. Schlumberger has an Audit, a Compensation, a Nominating and Governance, a Finance, and a Science and Technology Committee.
During 2018, each of our committees met four times.
Each of our current directors
attended at least 75% of the meetings of the Board and the committees on which he or she served in 2018 (held during the period
he or she served).
From time to time between
meetings, Board and committee members confer with each other and with management and independent consultants regarding relevant
issues, and representatives of management may meet with such consultants on behalf of the relevant committee.
Board Committees
MEMBERS OF THE COMMITTEES OF THE BOARD OF
DIRECTORS AS OF FEBRUARY 1, 2019
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Nominating
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Science and
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Audit
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Compensation
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and Governance
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Finance
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Technology
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Name of Director
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Committee
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Committee
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Committee
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Committee
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Committee
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Peter L.S. Currie*
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Chair
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Miguel Galuccio
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Chair
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V.
Maureen Kempston Darkes
(1)
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Chair
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Nikolay Kudryavtsev
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Michael E. Marks
(1)
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Tatiana Mitrova
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Indra K. Nooyi
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Chair
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Lubna S. Olayan
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Leo Rafael Reif
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Chair
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Mark
G. Papa
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Henri Seydoux
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*
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Lead independent director.
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(1)
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Not standing for re-election at our 2019 annual general meeting.
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2019 Proxy Statement
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Audit Committee
The Audit Committee
consists of five directors, each of whom meets the independence and other requirements of the NYSE’s listing standards
and SEC rules (including the heightened requirements that apply to audit committee members). The Audit Committee assists the
Board in its oversight of the accounting and financial reporting process of the Company, including the audit of the
Company’s financial statements and the integrity of the Company’s financial statements, legal and regulatory
compliance, the independent registered public accounting firm’s qualifications, independence, performance and related
matters, and the performance of the Company’s internal audit function.
The authority and responsibilities
of the Audit Committee include the following:
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•
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recommend for stockholder approval
the independent registered public accounting firm to audit the accounts of the Company for the year;
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•
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evaluate the independence and
qualification of the Company’s independent registered public accounting firm;
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•
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review with the Company’s
independent registered public accounting firm the scope and results of its audit, and any audit issues or difficulties and
management’s response;
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•
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discuss the Company’s
annual audited financial statements and quarterly unaudited financial statements with management and the Company’s independent
registered public accounting firm;
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review with management, the
internal audit department and the independent registered public accounting firm the adequacy and effectiveness of the Company’s
disclosure and internal control procedures, including any material changes or deficiencies in such controls;
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discuss with management the
Company’s risk assessment and risk management policies;
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•
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discuss the Company’s
earnings press releases with management, as well as the type of financial information and earnings guidance, if any, provided
to analysts;
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•
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review the Company’s
financial reporting and accounting standards and principles, significant changes in such standards or principles or in their
application and the key accounting decisions affecting the Company’s financial statements;
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•
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review with the internal audit
department the status and results of the Company’s annual internal audit plan, assessments of the adequacy and effectiveness
of internal controls, and the sufficiency of the department’s resources;
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establish procedures for the
receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, as
well as for confidential submission by employees, and others, if requested, of concerns regarding questionable accounting
or auditing matters;
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•
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review material relevant related
party transactions governed by applicable accounting standards;
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•
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oversee the preparation of
an annual audit committee report for the Company’s proxy statement; and
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oversee management’s policies for the hiring
of employees or former employees of the independent auditor.
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The Company’s independent
registered public accounting firm is accountable to the Audit Committee. The Audit Committee pre-approves all engagements, including
the fees and terms for the integrated audit of the Company’s consolidated financial statements.
The Board has determined
that each Committee member has sufficient knowledge in financial and auditing matters to serve on the Committee. In addition, the
Board has determined that Ms. Nooyi qualifies as an “audit committee financial expert” under
applicable SEC rules. The Audit Committee operates pursuant to a written charter, which is available on the Company’s website
at http://www.slb.com/about/guiding_principles/corpgovernance/audit_committee.aspx.
Compensation Committee
The Compensation Committee
consists of four directors, each of whom meets the independence requirements of the NYSE’s listing standards (including the
heightened requirements that apply to compensation committee members). The purposes of the Compensation Committee are to assist
our Board in discharging its responsibilities with regard to executive compensation; periodically review non-executive directors’
compensation; oversee the Company’s general compensation philosophy, policy and programs; serve as the administrative committee
under the Company’s stock plans; and prepare the annual Compensation Committee Report required by the rules of the SEC.
The authority and responsibilities
of the Compensation Committee include the following:
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•
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annually review and approve
the objectives, evaluate the performance, and review and recommend the compensation of the Company’s CEO to the Board’s
independent directors, meeting in executive session;
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•
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annually review, approve and
oversee management’s implementation and maintenance of a robust and written performance evaluation process for the Company’s
executive officers
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•
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anually review and approve
the compensation structure for the Company’s executive officers and approve their compensation (other than that of the
CEO), including base salary, annual cash incentive and long-term incentives;
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•
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select appropriate peer companies
against which the Company’s executive compensation is compared;
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•
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review incentive compensation and equity-based plans,
and, at least annually, advise management and the Board on the design and structure of the Company’s compensation and
benefits programs and policies, and to approve changes thereto, or to recommend changes to the Board, as the Committee determines
appropriate;
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2019 Proxy Statement
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•
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administer and make awards under the Company’s stock plans, and review and approve annual stock
allocation under those plans;
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•
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review and approve or recommend to the Board, as appropriate, any employment or severance contracts or arrangements with
executive officers;
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•
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monitor trends and best practices in, and periodically review and assess the adequacy of, director compensation and stock
ownership policies, and recommend changes to the Board as it deems appropriate in accordance with the Company’s Corporate
Governance Guidelines;
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•
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monitor and review the Company’s overall compensation and benefits program design to assess such programs’
continued competitiveness and consistency with established Company compensation philosophy, corporate strategy and objectives,
linkage of pay to performance, and alignment with stockholder interests, including any material risks of such programs;
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review people-related strategies, programs and initiatives, including recruitment, retention, engagement, talent management
and diversity;
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establish and administer stock ownership policies for executive officers and other key position holders;
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assess the results of the Company’s most recent advisory vote on executive compensation;
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•
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review
and discuss with the Company’s management the Compensation Discussion and Analysis required to be included in the
Company’s annual proxy statement;
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•
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review and make recommendations to the Board regarding the Company’s response to any proposal presented by stockholders for consideration at the annual general meeting of stockholders relating to the Company’s executive or director compensation practices;
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produce a Compensation Committee Report to be included in the Company’s annual proxy statement; and
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•
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be directly responsible for the appointment, compensation and oversight of the work of any consultants and other advisors retained by the Compensation Committee.
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The Compensation Committee
may delegate specific responsibilities to one or more individual committee members to the extent permitted by law, regulation,
NYSE listing standards and Schlumberger’s governing documents. The design and day-to-day administration of all compensation
and benefits plans and related policies, as applicable to executive officers and other salaried employees, are handled by teams
of the Company’s human resources, finance and legal department employees. The Compensation Committee operates pursuant to
a written charter, which is available on the Company’s website at http://www.slb.com/about/guiding_principles/corpgovernance/compensation_committee.aspx.
Nominating and Governance Committee
The Nominating and Governance
Committee consists of four directors, each of whom meets the independence requirements of the NYSE’s listing standards.
The authority and responsibilities
of the Nominating and Governance Committee include the following:
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•
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lead the search for individuals
qualified to become members of the Board;
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•
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evaluate the suitability of
potential nominees for membership on the Board;
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•
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recommend to the Board the
number and names of director nominees at the next annual general meeting of stockholders, or otherwise to recommend directors
nominees in the event that the authorized number of directors exceeds the number elected by stockholders at such annual general
meeting, and to propose director nominees to fill any vacancies on the Board;
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•
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annually review the qualifications
and criteria taken into consideration in the evaluation of potential nominees for membership on the Board;
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•
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consider the resignation of
a director who has changed his or her principal occupation or employer, and inform the Board as to whether or not the Nominating
and Governance Committee recommends that the Board accept the resignation;
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•
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assist the Board with its determination
of the independence of its members;
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•
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monitor trends, changes in
law and NYSE listing standards, as well as best practices in corporate governance, and to periodically review the Company’s
Corporate Governance Guidelines and recommend changes as it deems appropriate in those guidelines, in the corporate governance
provisions of the Company’s bylaws and in the policies and practices of the Board in light of such trends, changes and
best practices as appropriate;
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•
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consider issues involving “related
person transactions” with directors and similar issues, including approval or ratification of any such transactions
as appropriate;
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•
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periodically review the Company’s
Ethics and Compliance Program including significant compliance allegations with the Company’s General Counsel or Director
of Compliance, and oversee the Company’s Code of Conduct and policies and procedures for monitoring compliance;
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periodically review the Company’s
ESG Program, including its Global Stewardship reporting efforts, and trends in environmental,
social and governance issues affecting the Company and its key public policy positions;
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•
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review and make recommendations
to the Board regarding the Company’s response to any proposals presented by stockholders for consideration at the annual
general meeting of stockholders, other than any such proposals relating solely to the Company’s executive or director
compensation practices;
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2019 Proxy Statement
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•
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periodically review the state
of the Company’s relationships with key stakeholders, how those constituencies view the Company and the issues raised
by them;
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periodically review the Company’s
policies, programs and activities related to political and charitable contributions;
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•
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oversee the annual evaluation
of Board effectiveness and report to the Board;
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•
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annually review and make recommendations
to the Board regarding its process for evaluating the effectiveness of the Board and its committees;
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annually review and make recommendations
to the Board regarding new director orientation and director continuing education on governance issues;
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annually recommend to the Board
committee membership and chairs, and review periodically with the Board committee rotation practices;
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approve the membership of any
Schlumberger executive officer on another listed company’s board, and receive timely information from non-employee directors
of any new listed company board to which they have been nominated for election as director and of any change in their status
as director on any other listed company board;
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advise the Board on succession
planning; and
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•
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periodically review the Board’s leadership
structure, and recommend changes to the Board as appropriate, including the appointment and duties of the lead independent
director.
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The Nominating and Governance
Committee operates pursuant to a written charter, which is available on the Company’s website at http://www.slb.com/about/guiding_principles/corpgovernance/nomgov_committee.aspx.
Finance Committee
The Finance Committee consists
of five directors, each of whom, except for Messrs. Galuccio and Papa, meets the independence requirements of the NYSE’s
listing standards. The Finance Committee advises the Board and management of the Company on various matters, including dividends,
financial policies and the investment of funds.
The authority and responsibilities
of the Finance Committee include the following:
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•
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recommend investment and derivative guidelines for
the cash and currency exposures of the Company and its subsidiaries;
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review the actual and projected financial situation
and capital needs of the Company as needed, regarding:
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–
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the capital structure of the Company, including among other matters,
the respective level of debt and equity, the sources of financing and equity, and the Company’s financial ratios and
credit rating policy;
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–
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the Company’s dividend policy; and
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–
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the issuance and repurchase of Company stock;
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•
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review the insurance principles and coverage of the Company and its subsidiaries,
as well as financing risks, including those associated with currency and interest rates;
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review the investor relations and stockholder services of the Company;
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review the financial aspects of any acquisitions submitted to the Board
and, as delegated to the Finance Committee by the Board, review and approve any acquisitions covered by such delegation;
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review the administration of the employee benefit plans of the Company
and the performance of fiduciary responsibilities of the administrators of the plans; and
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function as the Finance Committee for pension and profit-sharing trusts
as required by U.S. law.
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The Finance Committee operates
pursuant to a written charter, which is available on the Company’s website at http://www.slb.com/ about/guiding_principles/corpgovernance/finance_committee.aspx.
Science and Technology Committee
The Science and
Technology Committee consists of four directors. The Science and Technology Committee advises the Board and management on
matters involving the Company’s research and development programs.
The authority and responsibilities
of the Science and Technology Committee includes overseeing the following:
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the research and development portfolio;
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the location and distribution of research and development resources;
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interactions with acedemic institutions;
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information technologies and systems;
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•
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manufacturing technologies; and
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the acquisition of new technologies.
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The Science and Technology
Committee operates pursuant to a written charter, which is available on the Company’s website at http://www.slb.com/about/guiding_principles/corpgovernance/tech_committee.aspx.
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Schlumberger
Limited
2019 Proxy Statement
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23
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Director Attendance at 2018
Annual General Meeting
The Board’s policy
regarding director attendance at annual general meetings of stockholders is that directors are welcome, but not required, to attend,
and that the Company will make all appropriate arrangements for directors who choose to attend. No director attended our annual
general meeting of stockholders in 2018.
Policies and Procedures for
Approval of Related Person Transactions
In January 2007, the Board
formally adopted a written policy with respect to “related person transactions” to document procedures pursuant to
which such transactions are reviewed, approved or ratified. Under SEC rules, “related persons” include any director,
executive officer, director nominee, or greater than 5% stockholder of the Company since the beginning of the previous fiscal year,
and their immediate family members. The policy applies to any transaction in which:
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•
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the Company is a participant;
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•
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any related person has a direct or indirect material interest; and
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•
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the amount involved exceeds $120,000, but excludes any transaction that does not require disclosure under Item 404(a) of SEC Regulation S-K.
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The Nominating and Governance
Committee, with assistance from the Company’s Secretary and General Counsel, is responsible for reviewing and, where appropriate,
approving or ratifying any related person transaction involving Schlumberger or its subsidiaries and related persons. The Nominating
and Governance Committee approves only those related person transactions that are in, or are not inconsistent with, the best interests
of the Company and its stockholders.
Since the beginning of 2018,
there were no related person transactions under the relevant standards.
Code of Conduct
Schlumberger has adopted
a code of conduct entitled The Blue Print and The Blue Print in Action, which applies to all of its directors, officers and employees.
Together, these documents describe the purpose, ambition and mindset of the Company and expectations for its employees. Both documents
are located at www.slb.com/about/codeofconduct.aspx.
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Schlumberger
Limited
2019 Proxy Statement
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24
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ITEM 2.
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Advisory Resolution to
Approve Our Executive Compensation
|
We are asking our stockholders
to approve, on an advisory basis, the Company’s executive compensation as reported in this proxy statement. As described
below in the “Compensation Discussion and Analysis” section of this proxy statement, the Compensation Committee has
structured our executive compensation program to achieve the following key objectives:
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•
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to attract, motivate and retain
talented executive officers;
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•
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to motivate progress toward
Company-wide financial and personal objectives while balancing rewards for short-term and long-term performance; and
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•
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to align the interests of our executive officers
with those of stockholders.
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We urge stockholders to read
the “Compensation Discussion and Analysis” beginning on page 26 of this proxy statement, which describes in more detail
how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well
as the Summary Compensation Table and other related compensation tables and narrative, appearing on pages 49-61, which provide
detailed information on the compensation of our named executive officers. The Compensation Committee and the Board believe that
the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our
goals and that the compensation of our named executive officers reported in this proxy statement has contributed to the Company’s
long-term success.
In accordance with Section
14A of the Exchange Act, and as a matter of good corporate governance, we are asking stockholders to approve the following advisory
resolution at the 2019 annual general meeting of stockholders:
RESOLVED, that the stockholders
of Schlumberger Limited (the “Company”) approve, on an advisory basis, the compensation of the Company’s named
executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation
tables, notes and narrative in the Proxy Statement for the Company’s 2019 annual general meeting of stockholders.
This advisory resolution,
commonly referred to as a “say-on-pay” resolution, is non-binding on our Board. Although non-binding, our Board and
the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation
program.
The Board has adopted a policy
providing for an annual “say-on-pay” advisory vote. Unless the Board of Directors modifies its policy on the frequency
of holding “say-on-pay” advisory votes, the next “say-on-pay” advisory vote will occur in 2020.
Required Vote
A majority of the votes cast is required to
approve this Item 2.
If you hold your shares
in street name, please note that brokers, banks and holders of record do not have discretion to vote on this proposal without your
instruction. If you do not instruct your broker, bank or holder of record how to vote on this proposal, they will deliver a non-vote
on this proposal.
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The Board of Directors Recommends a Vote
FOR
Item 2.
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Schlumberger
Limited
2019 Proxy Statement
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25
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Compensation Discussion and Analysis
The following Compensation
Discussion and Analysis (“CD&A”) describes Schlumberger’s compensation policies and practices as they relate
to our executive officers identified in the Summary Compensation Table below (the “named executive officers,” or the
“NEOs”). The purpose of the CD&A is to explain what the elements of their compensation are; why the Compensation
Committee selects these elements; how the Compensation Committee determines the relative size of each element of compensation;
the decisions the Compensation Committee made with respect to the 2018 compensation of the NEOs, and the reasons for those decisions.
2018 — Executive Overview
2018 was a difficult year for
Schlumberger, as well as for oilfield services companies as a whole. Our common share price suffered a 46% decline
year-over-year. This was very similar to the average year-over year share price decline of all companies, including our
largest competitors, comprising the Philadelphia Oil Service Sector Index. The year was characterized by — and our
share price was affected by — continued industry uncertainty, muted customer spending, sluggish pricing improvement and
a dramatic decrease in oil prices in the fourth quarter of 2018. Our named executive officers’ 2018 cash incentive
payouts, which were subject primarily to achievement of rigorous quantitative Company 2018 financial goals, paid out at less
than 38% of target, underscoring the alignment between our shareholders’ experience and our executives’ 2018 cash
incentive compensation. See “Elements of Total Direct Compensation; 2018 Decisions—Annual Cash Incentive
Awards” beginning on page 34.
Against this backdrop, however, our senior
management team delivered strong operational results in 2018. Our consolidated revenues grew for a second year in a row,
increasing 8% over our 2017 revenue. We also generated $2.5 billion in free cash flow in 2018, representing a 48% increase
year-over-year.
(1)
Over the course of 2018, our management set a solid foundation for our 2019 plans, including
improving our liquidity through our focus on revenue growth, incremental margins, capital discipline and careful management
of working capital.
Our strong results in
the first half of 2018 were led by our OneStim
®
business in North America. The vertical integration of our
supply chain gave us a competitive advantage in our hydraulic fracturing service lines and ensured supply-chain security in a
volatile market. Also in 2018, we continued to ramp up our integrated drilling services (IDS) business in the international
market, capitalizing on one of our core strengths. We believe this will result in higher margins and faster returns for these
projects in 2019. Our OneSubsea product line booked $1 billion in orders during the second half of 2018, providing a solid
platform for growth.
We continued our transformation
by modernizing all of our internal workflows, as well as our organizational structure. This included further professionalizing
our support functions, introducing cutting-edge planning, execution and collaboration tools, and adjusting our operations to increase
teamwork and functional accountability. Our modernized operating platform will allow us to significantly improve our efficiency
and reduce operating costs of our asset base through improved planning, distribution and maintenance. We believe that this will
maximize our operational agility and competitiveness for the long-term.
Stockholder Outreach; Changes to our Executive Compensation
Program
In 2018, 66.2% of the votes cast at our annual
general meeting of stockholders voted in favor of our executive compensation program. Prior to our annual meeting, we contacted
20 of our largest stockholders, representing 47% of our outstanding stock, and met with 14 of them, representing 35% of our outstanding
common stock, to seek their views on our executive compensation program.
Further, in August 2018, we reached out to 18
of our largest stockholders, representing 41% of our outstanding stock, and spoke to eight of these stockholders, representing
24% of our outstanding common stock. Senior members of our management team engaged these stockholders in frank and productive discussions
regarding our executive compensation program and some of the alternatives we were considering in light of the stockholder feedback
we received prior to the annual meeting. Our Lead Independent Director and the chairman of our Compensation Committee also participated in our engagement efforts when
requested. Our management team then reported on these discussions to our Compensation Committee and
our Board. In response to stockholder feedback, the Compensation Committee approved three changes to our executive compensation
program, which we summarize below. One of these changes is effective for our 2018 executive compensation program, while the other
two went into effect this year. Thus, the full impact of these decisions will be reflected in our 2019 executive compensation program,
and will be presented in next year’s proxy statement.
(1)
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See the reconciliation of non-GAAP measures to the comparable GAAP measures in Appendix A.
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Schlumberger
Limited
2019 Proxy Statement
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26
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Annual Cash Incentive
WHAT WE HEARD
|
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WHAT WE DID – EFFECTIVE FOR 2018 COMPENSATION
|
•
Some stockholders said our NEOs’ key personal objectives constituted too large
a portion of their annual cash incentive opportunity, and preferred that a larger portion of their annual cash incentive awards
be based on achieving quantitative Company results.
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•
We
reduced the weighting of our NEOs’ key personal objectives under our annual cash incentive plan from 50% to 30%,
and correspondingly increased the weighting of quantitative Company financial objectives under that plan. As a result:
•
50%
of our NEOs’ 2018 cash incentive plan continued to be based on achievement of adjusted EPS targets;
•
10%
of our NEOs’ 2018 cash incentive plan was based on revenue targets; and
•
10%
of our NEOs’ 2018 cash incentive plan was based on pre-tax operating income (“PTOI”) targets.
|
Long-Term Incentive (“LTI”) Equity
Awards
WHAT WE HEARD
|
|
WHAT WE DID – EFFECTIVE FOR 2019 COMPENSATION
|
•
Some
stockholders encouraged us to incorporate a total shareholder return (“TSR”) metric into our performance-based
equity awards. The rationale for including this metric would be to better tie our executives’ compensation to the
creation of stockholder value.
|
|
•
We
introduced a modifier based on relative TSR to all of our 2019 performance share unit (“PSU”) awards. Under
this modifier, the number of shares earned upon vesting will be reduced by 25 percentage points if our cumulative
TSR during the three-year TSR performance period is ranked in the bottom 33
rd
percentile relative to the TSR
of the companies comprising the Philadelphia Oil Service Sector (OSX) Index. The relative TSR modifier will only reduce
the number of shares earned under a PSU award, but will not increase the number of shares earned.
|
•
Some stockholders requested that the performance and vesting period for all future
PSUs be at least three years.
|
|
•
As
a result of our introduction of the three-year relative TSR modifier described above, all 2019 PSUs granted to our NEOs
are subject to a three-year TSR performance metric.
•
For 2019, half of the PSUs awarded to our NEOs are also subject to a two-year performance metric based on the percentage
of our net income that we are able to convert to free cash flow in addition to the three-year TSR modifier. Other PSUs
are subject to a three-year return on capital employed (“ROCE”) performance condition in addition to the three-year TSR
modifier. As a result, all 2019 PSUs will vest, if at all, only after a three-year performance period.
|
Some
Key Facts about our 2018 Executive Compensation
•
The
2014-2018 realized pay of our CEO is generally aligned with our TSR over the same period, demonstrating our commitment
to pay for performance. See page 33.
•
Our
CEO’s 2018 total compensation was $4.5 million less, or 22% lower, than his 2017 total compensation. See page 49.
•
Because
our CEO and other NEOs did not achieve their baseline goals for adjusted EPS and PTOI, they earned less than 38% of their
2018 cash incentive target opportunity.
•
100%
of our CEO’s stock options were “under water” as of January 31, 2019.
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
27
|
Overview of Compensation Decisions for 2018
In 2018, the Compensation
Committee continued to focus on strengthening the link between pay and performance; retaining and motivating our top executives;
and appropriately compensating them for outperforming our competitors and increasing long-term stockholder value.
In this context, and as more
fully discussed elsewhere in this CD&A, the Compensation Committee approved the following actions for our NEOs’ 2018
compensation:
|
•
|
We did not increase the 2018 LTI grant values for any of our
NEOs, nor did we increase any of their 2018 target annual cash incentive opportunity.
|
|
•
|
We held base salaries flat for all NEOs except Messrs. Al Mogharbel
and Gatt Floridia, who each received a $70,000 increase in 2018 as a result of promotions.
|
|
•
|
Our 2018 earnings per share, excluding
charges and credits (“adjusted EPS”)
(1)
, was $1.62, while our 2018 pre-tax operating income
(“PTOI”) was $4.19 billion. Because our 2018 adjusted EPS and PTOI were both below our threshold targets
under our 2018 cash incentive program, our CEO and other NEOs earned
no payout
under these components
of our 2018 cash incentive program.
|
|
•
|
Our 2018 revenue was $32.82 billion, representing achievement
of 96.5% of target and resulting in a payout of 78.1% of the revenue portion of the annual cash incentive. As discussed above,
we increased the percentage of our NEOs’ annual cash incentive opportunity based on quantitative financial goals to
70% and we reduced the percentage that is based on key personal objectives to 30%.
|
|
•
|
For PSUs granted to our NEOs in January 2016, our average annual
return on capital employed (“ROCE”) for the period from 2016 to the third quarter of 2018 was 310 basis points
above the average ROCE of the comparator group. As a result, our NEOs earned 171% of the target shares of our common stock
under these PSUs, with the final number of shares to be certified when all companies comprising our ROCE peer group report
their 2018 audited results.
|
|
•
|
For PSUs granted to our NEOs in January 2017, we converted
133% of our cumulative net income, before charges and credits and noncontrolling interests, into free cash flow
(“FCF”), over the 2017 to 2018 performance period. Our conversion rate far exceeded the maximum
performance level of 115% necessary to result in that payout. As a result, our NEOs earned 250% of the target
shares of our common stock under these PSUs.
|
Our Executive Compensation Best Practices
The following is a summary of some of our executive compensation
best practices and policies.
WHAT
WE DO
|
|
WHAT
WE DON’T DO
|
Pay
for Performance.
100% of our NEOs’ annual equity-based compensation is performance-based, using a variety
of performance measures.
At
Risk Pay.
A significant portion of our NEOs’ pay is at risk, and is based on a mix of absolute and relative
financial and operational metrics. 88% of our CEO’s 2018 total direct compensation was at risk.
Short-Term
Incentive.
At least 70% of our NEOs’ annual cash incentive plan is based on achievement of rigorous quantitative,
financial goals.
Clawback
Policy.
Our clawback policy, and the terms of our equity awards, allow our Board to recoup performance-based cash
and equity awards in specified instances.
Robust
Executive Stock Ownership Guidelines.
Our CEO must own our stock valued at six times his annual base salary; our
executive vice presidents and CFO must own at least three times their annual base salary; and all other executive officers
must own at least two times their annual base salary.
Annual
Peer Compensation Review.
We review the compensation opportunities for all of our officers against our peer groups
annually.
Limit
on Maximum Incentive Payouts.
We cap the amount that can be earned under our incentive compensation arrangements
as a multiple of target.
|
|
Our
executive officers have no employment, severance or change-in-control agreements.
No
gross-ups on excise taxes.
No
hedging or pledging of Schlumberger stock by directors or executive officers.
No
automatic acceleration of equity awards upon a change in control.
Our
executive officers receive only very limited perquisites.
No
executive pension or insurance plans exclusively for executive officers.
We
do not dilute our shareholders with excessive equity grants to employees. Our 2018 “burn rate,” or stock awards
granted as a percentage of common shares outstanding, was only 0.37%.
No
repricing or exchange of underwater options without stockholder approval.
|
(1)
|
See the reconciliation of non-GAAP measures to the comparable GAAP measures in Appendix A.
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
28
|
Framework for Setting Executive Compensation in 2018
Executive Compensation Philosophy and Goals
Our compensation program is designed so that the
higher an executive’s position in the Company, the greater the percentage of compensation that is “at risk” —
that is, contingent on our financial performance, long-term stock price performance and individual performance. See “—Relative
Size of Direct Compensation Elements” beginning on page 30. The Company believes that having a significant portion of our
executives’ compensation at risk more closely aligns their interests with the long-term interests of Schlumberger and its
stockholders.
The table below sets out the elements of our NEOs’
2018 total direct compensation; certain key features of each element; how we determine their size; and why we use these elements.
TYPE
|
|
ELEMENT
|
|
KEY FEATURES
|
|
HOW
WE DETERMINE
|
|
|
|
WHY?
|
|
|
ROCE
Performance
Share Units
|
|
•
Relative performance metric
•
Based on our average annual ROCE compared to that of several
major oilfield service competitors
|
|
•
See ROCE payout/performance
matrix on page 40
|
|
|
|
•
Motivates and rewards
executives for relative outperformance on a key financial metric
|
|
FCF
Performance
Share Units
|
|
•
Absolute performance metric
•
Based on our free cash flow as a percentage of our cumulative
net income, excluding charges and credits
|
|
•
See FCF payout/performance
matrix on page 41
|
|
|
|
•
Aligns the interests
of our executives with long-term stockholder value by tying payouts to a key financial metric for the business
|
|
Annual Cash
Incentive
|
|
•
50% based on achievement of adjusted EPS targets
•
10% based on achievement of revenue targets
•
10% based on achievement of PTOI targets
•
30% based on achievement of strategic, operational and
key personal objectives
|
|
•
EPS is the primary basis on which we set our annual performance
expectations
•
Revenue and PTOI are important company performance indicators
•
See absolute metric performance charts on page 36
•
See each NEO’s objectives on page 37
|
|
|
|
•
Fosters a results-driven,
pay-for-performance culture
|
|
|
Annual Base Salary
|
|
•
Reviewed every year in January; adjusted when appropriate
•
Only fixed compensation component
|
|
•
Job scope and responsibilities;
experience; individual performance; market data
|
|
|
|
•
Provides a base level
of competitive cash compensation when all other pay elements are variable
|
In setting our executives’ compensation, we believe that:
|
•
|
the pay of our named executive officers and other
senior executives should be strongly linked to performance that is evaluated against strategic, operational and personal objectives,
as described below in the section entitled “Elements of Total Direct Compensation; 2018 Decisions—Annual Cash
Incentive Awards” beginning on page 34;
|
|
•
|
our compensation program should enable us to recruit,
develop, motivate and retain top global talent, both in the short-term and long-term, by providing compensation that is competitive
and by promoting the Company’s values of people, technology and profit;
|
|
•
|
LTI awards should encourage the creation of long-term
stockholder value, align our executives’ compensation with the stockholder returns, and incentivize our executives to
achieve difficult but attainable strategic and financial goals that support our long-term performance and leadership position
in our industry; and
|
|
•
|
Through our executive stock ownership guidelines,
our executives should be required to hold stock acquired through LTI awards, thereby aligning their interests with those of
our other stockholders.
|
Promotion from within the Company is a key principle
at Schlumberger, and all of our named executive officers have reached their current positions through career development within
the Company. Schlumberger sees diversity of its workforce as both a very important part of its cultural philosophy and a business
imperative, as it enables the Company to serve clients anywhere in the world. Schlumberger believes that its use of a consistent
approach to compensation at all levels irrespective of nationality is a strong factor in achieving a diverse workforce comprising
top global talent.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
29
|
Relative Size of Direct Compensation Elements
Our executive compensation
program consists of three primary elements, comprising our executives’ total direct compensation:
|
•
|
LTI awards;
|
|
•
|
annual cash incentives; and
|
|
•
|
base salary.
|
These elements allow the
Company to remain competitive and attract, retain and motivate top executive talent with current and potential future financial
rewards. At the same time, this relatively simple compensation program is applied and communicated consistently to our exempt employees
of more than 140 nationalities operating in more than 85 countries.
The Compensation Committee
reviews the elements of total direct compensation for the NEOs throughout the year, to evaluate whether each element of direct
compensation remains at levels that are competitive with companies in Schlumberger’s two main peer groups as described in
“Other Aspects of our Executive Compensation Framework – Peer Group Companies” below. The Compensation Committee
relies on its own judgment in making these compensation decisions after its review of external market practices of companies in
our executive compensation peer groups, including the size and mix of direct compensation for executives in those companies. The
Compensation Committee seeks to achieve an appropriate balance between annual cash rewards that encourage achievement of annual
financial and non-financial objectives, and LTI awards that encourage positive long-term stock price performance, with a greater
emphasis on LTI awards for more senior executives.
While external market data
provide important guidance in making decisions on executive compensation, the Compensation Committee does not set compensation
based on market data alone. When determining the size and mix of each element of an NEO’s total direct compensation, the
Compensation Committee also considers the following factors:
|
•
|
the size and complexity of the executive’s scope of responsibilities;
|
|
•
|
leadership, management and technical expertise, performance
history, growth potential, and position in reporting structure;
|
|
•
|
overall Company and individual performance;
|
|
•
|
retention needs;
|
|
•
|
the recommendations of the CEO (except for his own compensation);
and
|
|
•
|
internal pay equity.
|
The charts below show the
percentage of 2018 base salary, target annual cash incentive and LTI compensation established by the Compensation Committee in
January 2018 for our CEO and other NEOs. Approximately 88% of the direct compensation of our CEO and 83% for our other NEOs was
at risk, demonstrating management’s alignment with our stockholders. In 2018, the portion of our CEO’s total compensation,
as well as that of our other NEOs as a group, that was at risk is as follows:
Schlumberger CEO 2018 Pay Mix
|
|
Schlumberger Other NEO 2018 Pay Mix
|
|
|
|
|
|
|
Based on market data provided by our independent
compensation consultant, Schlumberger’s pay mix is generally more weighted toward long-term incentive compensation than that
of the companies in our main comparator groups. The Compensation Committee may, at its discretion, modify the CEO’s, or any
other NEO’s mix of base pay, annual cash incentive and LTIs, or otherwise adjust an NEO’s total compensation, to best
fit their specific circumstances. This has historically provided flexibility to the Compensation Committee to compensate NEOs appropriately
as they near retirement, when they might not receive any LTI awards for their final years of service. The Compensation Committee
may also increase the size of an LTI award to an NEO if the aggregate career LTI awards granted do not adequately reflect the executive’s
current position and level of responsibility within the Company, taking into account external market practices and the other factors
described above.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
30
|
The Competition for our Executive
Talent
A primary consideration
of the Compensation Committee in overseeing our executive compensation program is the need to motivate and retain what it considers
to be the best executive talent in the energy industry. We are the world’s largest oilfield services company and a constituent
of Standard & Poor’s S&P 100 Index. The Compensation Committee believes that our success in delivering strong
long-term stockholder returns and financial and operational results is a result of our ability to attract, develop and retain the
best talent globally. A highly competitive compensation package is critical to this objective and, to this end, the Compensation
Committee generally seeks to target total direct compensation for our NEOs between the 50
th
and 75
th
percentiles
of the Company’s executive compensation comparator groups. An NEO’s target total direct compensation depends on a variety
of factors, including tenure in a particular position, individual and Company performance, and internal pay equity. For example,
the Compensation Committee generally seeks to position an executive with a relatively short tenure in a position at the 50
th
percentile of the Company’s executive compensation comparator groups.
Our Compensation Committee
believes that the 50
th
to 75
th
percentiles is an appropriate range to target because of Schlumberger’s
leading position in the oilfield services industry; because competition for our executive talent in the oil and gas industry is
exceptionally fierce; and because our executives are very highly sought after, not only by our direct oilfield service competitors
but by other leading companies.
In approving this target
range and when setting compensation in 2018, the Compensation Committee considered that many current and former senior executive
officers of leading companies in the energy industry have previously served as senior executives at Schlumberger.
We consider ourselves the “University to the Industry.” Former senior Schlumberger executives have either been, or are, senior executives at the following competitors and customers:
|
Baker
Hughes, a GE company
(past Chairman and CEO, and multiple
current senior executive positions)
|
|
TechnipFMC
(current Chairman, CEO, GC and multiple
other senior executive positions)
|
|
Weatherford
International
(past acting CEO, CFO and multiple
current senior executive positions)
|
Key Energy Services
(past CEO)
|
|
Sentinel Energy Services
(current CEO and Chairman)
|
|
Calfrac Well Services
(current CEO)
|
Ensco
(current CEO, current GC, current COO)
|
|
OILSERV
(current CEO and other senior
executive positions)
|
|
Carbo Ceramics
(current President & CEO as well as other
senior executive positions)
|
Smith International
(past CEO)
|
|
BG Group
(past Chairman and past COO)
|
|
Shelf Drilling Holdings Limited
(current CEO and as well as other senior
executive positions)
|
Patterson-UTI Energy
(current CEO)
|
|
Frank’s International
(past CEO)
|
|
Altus Intervention
(multiple current senior executive positions)
|
Shawcor
(current CEO)
|
|
CGG –Veritas
(current CEO and CFO)
|
|
ConocoPhillips
(past CTO)
|
YPF
(past CEO)
|
|
BAE Systems
(current CEO and current Chief Human
Resources Officer)
|
|
Archer Limited
(current Chairman, past CFO and GC, as
well as other senior executive positions)
|
Dover Energy
(past CFO)
|
|
National Petroleum Services
(current CEO)
|
|
Team Inc.
(current CEO)
|
Aker Solutions
(current COO and other senior
executive positions)
|
|
Expro
(current CEO, past CEO and current CFO)
|
|
Flowserve
(current CEO)
|
Nabors
(current CFO)
|
|
Dril-Quip
(current GC)
|
|
Tetra Technologies
(past COO and multiple current senior
executive positions)
|
ExLog
(current Chairman)
|
|
RigNet
(current GC)
|
|
Keane Group
(current CEO)
|
Noble Corporation
(current GC)
|
|
Speedcast International
(current COO)
|
|
|
CEO = Chief Executive
Officer
|
|
CFO = Chief Financial
Officer
|
|
COO = Chief Operating
Officer
|
|
GC = General Counsel
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
31
|
The Compensation Committee retains the flexibility
to set elements of target compensation at higher percentiles based on strong business performance, retention needs, for key skills
in critical demand, and for positions that are of high internal value. Elements of our executives’ total direct compensation
and actual payments may also be below our main comparator groups’ median as a result of our pay-for-performance philosophy,
as discussed below.
Pay-for-Performance —
Executive Pay and Alignment
As part of the Compensation
Committee’s annual review of our executive compensation program, in July 2018 the Committee directed its independent compensation
consultant, Pay Governance LLC (“Pay Governance”), to prepare a comparative pay-for-performance assessment against
companies in our oil industry executive compensation peer group as identified in the section entitled “Other Aspects of our
Executive Compensation Framework—Peer Group Companies” beginning on page 41. The purpose of the comparative assessment
was to determine the degree of alignment between our NEOs’ total realizable compensation and our performance relative to
these companies as measured by TSR, free cash flow growth and ROCE. We selected these metrics for their effectiveness in assessing
long-term Company performance. TSR reflects share price appreciation, adjusted for dividends and stock splits.
We assessed performance
on a three- and five-year basis ending on December 31, 2017, because the Compensation Committee believes that alignment of pay
and performance is more effectively assessed over the mid- and long-term. The Compensation Committee reviewed the total realizable
compensation of our CEO against that of other CEOs in our oil industry compensation peer group. It then separately reviewed the
total realizable compensation of our NEOs as a group against that of named executive officers at other companies comprising that
peer group.
As a result of the assessment,
the Committee determined that the total realizable compensation of our CEO and the other NEOs was generally aligned with performance,
with especially strong alignment between their realizable compensation and ROCE performance over both periods.
“Total realizable
compensation” for each period consisted of the following:
|
•
|
actual base salary paid;
|
|
|
|
|
•
|
actual cash incentive payouts; and
|
|
|
|
|
•
|
the December 31, 2017 market value of the following:
|
|
–
|
the value of in-the-money stock options granted during the applicable
period;
|
|
|
|
|
–
|
the value of any unvested restricted stock units (“RSUs”);
and
|
|
|
|
|
–
|
for performance-based incentive awards, (i) the
actual award payout value of awards vesting during the applicable period and (ii) the estimated payout values for awards granted
in 2016 and 2017, based on company disclosures (and in all cases based on actual stock prices as of the end of the period,
not as of the date of grant).
|
CEO Realized Pay
In the course of the Compensation
Committee’s review of our executive compensation program, the Compensation Committee noted that for the past several years,
the realized pay of Mr. Kibsgaard, our CEO, was, in general, substantially less than his total compensation as reported in
in the Summary Compensation Table of our proxy statements (his “reported pay”). This is because the largest element
of Mr. Kibsgaard’s pay consists of LTI awards, which are reported in the Summary Compensation Table based on their grant
date accounting value, and thus do not reflect the value that could be earned or is actually received from these grants. Realized
pay, on the other hand (also known as actual pay), is what Mr. Kibsgaard received during a given fiscal year. As a result,
we believe that it is useful to compare his realized pay for each year, with his reported pay for the same period as illustrated
in the chart below.
We calculate “realized
pay” for a given year by adding together:
|
•
|
actual base salary paid;
|
|
|
|
|
•
|
the annual cash incentive payouts for that year;
|
|
|
|
|
•
|
the value of RSUs and PSUs that vested during the
year, valuing the shares based on the closing price of our common stock on the last business day of the year;
|
|
|
|
|
•
|
the value of any perquisites; and
|
|
|
|
|
•
|
the gain on any stock options that were exercised
that year, based on the closing price of the stock on the day of the exercise compared to the exercise price of the option.
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
32
|
The chart below shows the
actual compensation received by our CEO from 2014 to 2018, and demonstrates that his realized pay was significantly lower than
his reported pay for all but one year during this period. Most of the compensation of our CEO, like that of our other NEOs, was
at risk.
CEO Reported Pay vs. Realized Pay
For the years 2014-2018,
our CEO’s realized pay was 102.3%, 48.6%, 62.3%, 30.3% and 19.6% of his reported pay, respectively. Our CEO’s 2014
realized pay was comparable to his 2014 reported pay because he exercised stock options in 2014, some of which were granted as
early as 2006, and because one-time transitional PSUs that were awarded in 2013 vested in 2014.
In addition, the following
chart compares the realized pay of our CEO for the years 2014-2018 to our TSR over the same period, and demonstrates that his realized
pay generally correlates to our TSR over that period.
CEO Realized Pay and TSR
Pay Mix and Internal Pay Equity
Review
In January 2018, the Compensation
Committee analyzed the mix of our executives’ compensation elements. In carrying out its analysis, the Compensation Committee
considered the relative size of direct compensation elements of companies in Schlumberger’s two main executive compensation
comparator groups in the section entitled “Other Aspects of our Executive Compensation Framework—Peer Group Companies”
as well as internal factors. With regard to pay mix, the Compensation Committee also reviewed the elements of compensation for
the Company’s NEOs, both in relation to one another and in comparison with the average pay mix of the Company’s executive
officers. Based on its review, the Compensation Committee concluded that the mix of base salary, target annual cash incentive and
LTI was appropriate for each of Schlumberger’s NEOs.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
33
|
The Compensation Committee
also reviewed internal pay equity at its January 2018 and October 2018 meetings. Our executive officers operate as a team. Therefore,
the Compensation Committee considers internal pay equity to be an important factor in its executive compensation decisions. The
Compensation Committee reviewed the compensation of the CEO in relation to the compensation of our other executive officer positions,
and our executives’ compensation both in relation to one another and compared to the average compensation of our other executive
officer positions. The Compensation Committee noted that the ratio of target total direct compensation between the CEO and the
second-highest paid executive officer was similar to that in the three prior years. The Compensation Committee also noted that
the levels of target total direct compensation for the third- to the fifth-highest paid officers were very closely clustered together,
consistent with their relative positions within the Company. As a result, the Compensation Committee concluded that internal pay
equity was appropriate.
Elements of Total Direct Compensation;
2018 Decisions
Base Salary
Base salary is the fixed
portion of an executive’s annual compensation, which provides some stability of income since the other compensation elements
are variable and not guaranteed. On appointment to an executive officer position, base salary is set at a level that is competitive
with base salaries in the applicable peer compensation groups for that position and takes into account other factors described
below.
Base salaries for each executive
officer position are compared annually with similar positions in the applicable compensation peer groups. Base salary changes for
executive officers, except the CEO, are recommended by the CEO and subject to approval by the Compensation Committee, taking into
account:
|
•
|
comparable salaries for executives with similar responsibilities in the
applicable peer groups;
|
|
|
|
|
•
|
comparison to internal peer positions;
|
|
|
|
|
•
|
the Company’s performance during the year relative to the previous
year and to its market peers;
|
|
|
|
|
•
|
individual business experience and potential; and
|
|
|
|
|
•
|
overall individual performance.
|
The Compensation Committee
reviews the base salary of the CEO in executive session and recommends his base salary to the non-executive members of our Board
for approval, based on the criteria described above. In addition to periodic reviews based on the factors described above, the
Compensation Committee may adjust an executive officer’s base salary during the year if he or she is promoted or if there
is a significant change in his or her responsibilities. In this situation, the CEO (in the case of executive officers other than
himself) and the Compensation Committee carefully consider these new responsibilities, external pay practices, retention considerations
and internal pay equity, as well as past performance and experience. Base salary may also be reduced when an executive officer
moves to a position of lesser responsibility in the Company. Alternatively, an executive’s base salary can be frozen for
a number of years until it falls in line with comparable positions in the applicable compensation peer groups.
Base Salary Decisions in
2018
The Compensation Committee
reviewed the compensation of each of our NEOs in January 2018. Upon review of comparative market data, the Compensation Committee
determined to maintain the base salaries of our CEO and CFO at their current levels, and to increase the base salary of Messrs.
Al Mogharbel and Gatt Floridia by $70,000 each in recognition of their promotions. Two of our current NEOs have had their base
salaries frozen since 2011, and our CEO’s base salary has been frozen since 2015.
Annual Cash Incentive Awards
The Company pays annual
performance-based cash incentives to its executives to foster a results-driven, pay-for-performance culture and to align their
interests with those of our stockholders.
The Compensation Committee
selects performance-based measures that it believes strike a balance between motivating an executive to increase near-term operating
and financial results and driving profitable long-term Company growth and value for stockholders. Annual cash incentive awards
are earned according to the achievement of financial, strategic, operational and personal objectives, as described below. The Compensation
Committee reviews and approves the financial and other objectives applicable to the NEOs (and, in the case of the CEO, recommends
to the independent directors of the Board the financial objectives applicable to the CEO). The Compensation Committee believes
that, with regard to Company financial targets or performance goals, as well as our NEOs’ personal objectives, it is important
to establish criteria that, while very difficult to achieve in an uncertain global economy, are realistic.
As discussed above, based
on stockholder feedback, the Compensation Committee tied 70% of our NEOs’ 2018 annual cash incentive payout opportunity to
the achievement of quantitative financial goals, while the remaining 30% is based on our NEOs’ achievement of pre-established
personal objectives, which typically contain key strategic, operational and individual goals (“KPOs”).
In making this change, we
introduced two new financial measures to our 2018 cash incentive program: revenue and PTOI. Each of these metrics accounted for
10% of our NEOs’ 2018 cash incentive opportunity. The Compensation Committee believes using PTOI as a performance metric
incentivizes our executives to increase earnings by entering into contracts that generate strong returns for the Company. The Compensation
Committee also believes that, in
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Schlumberger
Limited
2019 Proxy Statement
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34
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this stage of the industry recovery, using
revenue as a performance metric incentivizes our executives to continue to grow the business and gain market share for the long-term.
In addition to these financial performance measures, 50% of the 2018 cash incentive opportunity continued to be tied to adjusted EPS.
In response to stockholder feedback, we reduced the weighting of our NEOs’ key personal objectives under our annual cash incentive plan from 50% to 30%, and increased the weighting of quantifiable financial objectives.
|
As a result of these changes, the quantitative
financial component of our 2018 annual cash incentive program included three different metrics: adjusted EPS, revenue and PTOI,
as reflected by the following chart:
Adjusted EPS
The maximum cash incentive
opportunity for our NEOs under the adjusted EPS portion of our annual cash incentive plan can be up to 300% of target, based on
achievement of superior financial results. However, the remaining objectives are not subject to a maximum performance multiplier,
meaning the maximum payout with respect to this half of the target annual cash incentive is 100% of target. As a result, an executive’s
maximum annual cash incentive payment cannot exceed 200% of target.
The Compensation Committee
determined that it was appropriate in 2018 to continue to tie a substantial portion of our NEOs’ annual cash incentive opportunity
to achievement of adjusted EPS goals, because it best reflects stockholder value creation and aligns the interests of management
with those of our stockholders. The Compensation Committee selected adjusted EPS as an absolute measure because it is the primary
absolute basis on which we set our performance expectations for the year. We believe that consistent adjusted EPS growth leads
to long-term stockholder value.
As a general matter, when
considering the Company’s operating results for purposes of the financial portion of the annual cash incentive, the Compensation
Committee may take into account unusual or infrequent charges or gains, depending on the nature of the item. The Compensation Committee
may make adjustments when it believes that our executives would be inappropriately penalized by, or would inappropriately benefit
from, these items. For example, the Compensation Committee may determine to exclude charges that arise from actions that management
takes to proactively address events beyond its control, such as the recent industry downturn. Consistent with prior years, the
Compensation Committee evaluated our 2018 performance based on adjusted EPS. For purposes of the adjusted EPS portion of our 2018
cash incentive program, the Compensation Committee believed that it was appropriate to modify earnings per share based on GAAP
for items that did not reflect Schlumberger’s operating trends, such as a gain on divestiture of a business and certain asset
impairment charges.
Key Personal Objectives
Our NEOs’ personal
objectives are approved at the start of the fiscal year. The Compensation Committee reviews and, subject to approval by the independent
directors of the Board, approves the strategic personal objectives of the CEO. and assesses his performance against those objectives
in determining a portion of his annual cash incentive award, taking into account performance for the just-completed fiscal year
versus predefined commitments for the fiscal year; unforeseen financial, operational and strategic issues of the Company; and any
other information it determines is relevant. The CEO reviews and approves the personal strategic objectives of the other NEOs,
and assesses their performance against their pre-approved objectives in a similar way.
Each NEO’s annual
cash incentive opportunity is tied to achievement of quantitative and qualitative goals that are specific to that NEO’s position,
and may relate to:
|
•
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profitability or revenue growth in the NEO’s area of responsibility;
|
|
|
|
|
•
|
market penetration;
|
|
|
|
|
•
|
acquisitions or divestitures;
|
|
|
|
|
•
|
non-financial goals that are important to the Company’s success,
including:
|
|
–
|
people-related objectives such as retention, engagement and diversity;
|
|
|
|
|
–
|
ethics, compliance and governance;
|
|
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|
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–
|
health, safety and environmental objectives;
|
|
|
|
|
–
|
new technology introduction; and
|
|
•
|
any other business priorities.
|
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Schlumberger
Limited
2019 Proxy Statement
|
|
35
|
2018 Annual Cash Incentive
Results
Upon review of market data
of the applicable compensation peer groups, and taking into consideration internal pay equity and that the target annual cash incentive
of our NEOs was already positioned competitively from a market perspective, the Compensation Committee determined in January 2018
to leave the target annual cash incentive opportunity for all NEOs unchanged from 2017. As a result, the 2018 target annual cash
incentive for our CEO was 150% of his base salary and 100% of base salary for our other NEOs.
All of our NEOs earned less
than 38% of their respective annual cash incentive opportunity in 2018. In addition, the 2018 total compensation of our CEO, as
reported in the Summary Compensation Table, was approximately $4.5 million less than his 2017 total compensation. This was largely
as a result of the zero payout under the adjusted EPS and PTOI portions of our annual cash incentive program.
2018 Adjusted EPS Targets and Results
The process used to set
annual adjusted EPS targets starts at the end of each year with an extensive review of plans and projections for the following
year following bottom-up planning from the field. Adjusted EPS targets are subject to increase or decrease year-over-year, taking
into account:
|
•
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industry cycles;
|
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|
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•
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anticipated customer spending;
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|
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•
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activity growth potential;
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•
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pricing;
|
|
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|
|
•
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introduction of new technology; and
|
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|
|
•
|
commodity prices.
|
At the January 2018 meeting,
the Compensation Committee approved the following full-year adjusted EPS targets and corresponding payouts for 2018:
2018 Adjusted EPS Performance
Targets
|
|
% of Adjusted EPS Portion
(Payout %)
|
Less than
|
$1.75
|
|
|
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0%
|
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$1.75
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50%
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$1.90
|
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100%
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$2.40
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300%
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For adjusted EPS results
between any two targets, payout is prorated. No cash incentive is earned if we do not achieve the minimum adjusted EPS target.
For 2018, the Compensation
Committee approved adjusted EPS targets at levels that reflected expected improvement from adjusted EPS of $1.50 achieved in 2017,
which took into account factors that would potentially limit adjusted EPS gains, such as market conditions, management’s
low visibility as to when customer spending would meaningfully improve, and its view that our business would not immediately recover
pricing concessions extended to customers in the recent downturn.
Our 2018 adjusted EPS
(2)
was $1.62, while 2018 earnings per share on a GAAP basis was $1.53. Because we did not achieve our threshold adjusted EPS
target, our NEOs earned no payout under the adjusted EPS component of the 2018 cash incentive plan.
2018 Revenue Targets and Results
The process used to set
annual revenue targets starts with a review of plans and projections following analysis of expected customer spend, projects and
internal planning. Revenue targets may increase or decrease year-over-year, taking into account the same factors listed under adjusted
EPS above.
The Compensation Committee
set the following full-year revenue targets and corresponding payouts for 2018. In setting these goals for 2018, the Compensation
Committee approved revenue targets at levels that reflected expected improvement from 2017 revenue of $30.4 billion.
2018 Revenue Performance
Targets
|
|
% of Revenue Portion
(Payout %)
|
Less than
|
$31.28 billion
|
|
|
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0%
|
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$31.28 billion
|
|
|
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50%
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|
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$34.00 billion
|
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100%
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For revenue results between
the minimum and maximum target, payout is prorated. No cash incentive is earned if we do not achieve the minimum revenue target.
Our 2018 revenue was $32.82
billion, representing achievement of 97% of target. This resulted in a payout of 78.1% of the revenue portion of the 2018 cash
incentive plan.
2018 PTOI Targets and Results
The process used to set
annual consolidated PTOI targets starts with a review of plans and projections following bottom-up planning from the field. PTOI
targets may increase or decrease year-over-year, taking into account the same factors listed under adjusted EPS above.
The Compensation Committee
set the following full-year PTOI targets and corresponding payouts for 2018. In setting these goals, the Compensation Committee
approved PTOI targets at levels that reflected expected improvement from 2017 revenue of $3.9 billion.
2018 PTOI Performance Targets
|
|
% of PTOI Portion
(Payout %)
|
Less than
|
$4.4 billion
|
|
|
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0%
|
|
|
$4.4 billion
|
|
|
|
50%
|
|
|
$4.8 billion
|
|
|
|
100%
|
|
For PTOI results between
any two targets, payout is prorated. No cash incentive is earned if we do not achieve the minimum PTOI target.
Our 2018 PTOI was $4.19
billion. Because we did not achieve our threshold PTOI target, our NEOs earned no payout under the PTOI component of the 2018 cash
incentive plan.
(2)
|
See the reconciliation of non-GAAP measures to the comparable
GAAP measures in Appendix A.
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Schlumberger
Limited
2019 Proxy Statement
|
|
36
|
2018 Key Personal Objectives and Results
|
Mr. Kibsgaard was evaluated against the following objectives, which were established at the beginning of the year:
|
|
|
|
|
|
GOAL
|
|
ACHIEVEMENT
|
|
|
•
Maintain net inventory levels while business activity grows. This was an important goal because it resulted in efficient use of current assets and disciplined investment during the industry recovery.
|
|
•
Achieved.
|
|
|
•
Establish a strategic joint venture for subsea engineering and bidding. This will provide additional integrated service offerings to our offshore customers and proactive engineering solutions over the life of the field.
|
|
•
Achieved.
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|
•
Oversee the development of several key organizational programs, including the creation and deployment of the leadership development program.
|
|
•
Achieved.
|
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|
•
Establish the Organizational Planning & Resource Management organization and significantly improve cost control for operational expenditures. This organization will optimize personnel and asset allocation worldwide.
|
|
•
Achieved.
|
|
|
In addition to the above objectives, Mr. Kibsgaard was evaluated against strategic personal objectives such as effective capacity gain and other objectives related to cost reductions.
|
|
|
|
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Mr. Kibsgaard earned 100% of his total 2018 cash incentive award opportunity under his personal objectives.
|
|
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|
|
|
Mr. Ayat had the following key personal objectives:
|
|
|
|
|
|
GOAL
|
|
ACHIEVEMENT
|
|
|
•
Fully resolve major commercial dispute with significant customer.
|
|
•
Substantially Achieved.
|
|
|
•
Complete the divestiture of our WesternGeco seismic fleet on satisfactory financial terms.
|
|
•
Achieved.
|
|
|
•
Prepare executive succession plan and training.
|
|
•
Achieved.
|
|
|
Mr. Ayat earned 93.3% of his total 2018 cash incentive award opportunity under his personal objectives.
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|
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Mr. Belani had the following key personal objectives:
|
|
|
|
|
|
GOAL
|
|
ACHIEVEMENT
|
|
|
•
Reduce engineering and manufacturing inventory to specified base amount. This reduces storage costs and promotes efficiency through the production of high-demand tools.
|
|
•
Achieved.
|
|
|
•
Complete the roll-out of specific products into Schlumberger rigs.
|
|
•
Achieved.
|
|
|
•
Reduce the costs of manufacturing products in business lines by a pre-established target.
|
|
•
Achieved.
|
|
|
Mr. Belani earned 100% of his total 2018 cash incentive award opportunity under his personal objectives.
|
|
|
|
|
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Mr. Gatt Floridia had the following key personal objectives:
|
|
|
|
|
|
GOAL
|
|
ACHIEVEMENT
|
|
|
•
Reduce North American days sales outstanding (“DSO”) by a pre-established target.
|
|
•
Substantially
Achieved.
|
|
|
•
Reduce total reportable incident frequency (“TRIF”) in the Western Hemisphere to a target threshold.
|
|
•
Substantially
Achieved.
|
|
|
•
Oversee leadership development program for all senior managers.
|
|
•
Achieved.
|
|
|
Mr. Gatt Floridia earned 86.7% of his total 2018 cash incentive award opportunity under his personal objectives.
|
|
|
|
|
|
Mr. Al Mogharbel had the following key personal objectives:
|
|
|
|
|
|
GOAL
|
|
ACHIEVEMENT
|
|
|
•
Reduce
International DSO by a pre-established target.
|
|
•
Achieved.
|
|
|
•
Reduce
TRIF in the Eastern Hemisphere to a target threshold.
|
|
•
Achieved.
|
|
|
•
Oversee
leadership development program for all senior managers.
|
|
•
Achieved.
|
|
|
Mr. Al Mogharbel earned 100% of his total 2018 cash incentive award opportunity under his personal objectives.
|
|
|
|
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
37
|
2018 Annual Cash Incentive Results
Name
|
|
Incentive Target
as percentage of
Base Salary
(%)
|
|
Financial
Objectives
Weighting
(%)
|
|
Financial
Portion
Achieved
(%)
|
|
Personal
Objectives
Weighting
(%)
|
|
Personal
Portion
Achieved
(%)
|
|
Total 2018
Incentive
Paid
as % of
Target
|
(1)
|
P. Kibsgaard
|
|
150
|
|
70
|
|
11.7
|
|
30
|
|
100.0
|
|
37.8
|
|
S. Ayat
|
|
100
|
|
70
|
|
11.7
|
|
30
|
|
93.3
|
|
35.7
|
|
A. Belani
|
|
100
|
|
70
|
|
11.7
|
|
30
|
|
100.0
|
|
37.8
|
|
A. Gatt Floridia
|
|
100
|
|
70
|
|
11.7
|
|
30
|
|
86.7
|
|
33.8
|
|
K. Al Mogharbel
|
|
100
|
|
70
|
|
11.7
|
|
30
|
|
100.0
|
|
37.8
|
|
|
|
(1)
|
Equals the sum of both the financial portion and the personal portion of the annual
cash incentive achieved, expressed as a percentage of target.
|
Long-Term Equity Incentive Awards
LTI awards are designed
to give NEOs and other high-value employees a long-term stake in the Company, provide incentives for the creation of sustained
stockholder value, act as long-term retention and motivation tools, and directly tie employee and stockholder interests over the
long term.
Based on feedback from
our stockholders, beginning in 2017 the Compensation Committee granted 100% of our executives’ LTI awards in the form of
PSUs, with payouts contingent on achievement of both absolute and relative Company financial performance goals. In prior years,
our NEOs and other executive officers received 50% of their target LTI compensation in the form of performance-based equity awards
and 50% in the form of stock options.
The Compensation Committee
believes that granting solely PSUs serves the following objectives:
|
•
|
to create a stronger and more visible link between executive pay and Company performance;
|
|
•
|
to further align our executives’ interests with those of our stockholders;
|
|
•
|
to mitigate the impact of the volatility of the stock market and the cyclical nature of our
industry on our LTI program;
|
|
•
|
to better incentivize and retain our senior executives during any business cycle; and
|
|
•
|
to tie management incentives to key metrics that our management can more readily control.
|
Awards of PSUs are
currently limited to our NEOs and other senior executive officers. No shares will vest under the PSUs awarded to our NEOs if we
do not achieve pre-established threshold performance levels. No dividends will accrue or be paid on any unvested PSUs during the
applicable performance periods.
Payouts under 2016 Three-Year ROCE PSUs and
2017 Two-Year Free Cash Flow PSUs
In early 2016, our
Compensation Committee granted PSUs to our NEOs and conditioned payout based on our average annual ROCE achieved over a three-year
performance period as compared to the average annual ROCE of key oilfield services competitors taken together over the same period
(the “2016 ROCE PSUs”). These competitors were Halliburton, Baker Hughes, a GE company, Weatherford, National Oilwell
Varco and TechnipFMC.
In early 2017, our
Compensation Committee granted PSUs to our NEOs and conditioned payout based on the cumulative free cash flow generated from January
1, 2017 to December 31, 2018, as a percentage of net income generated over that same period, excluding charges and credits (the
“2017 FCF PSUs”).
At its meeting in early
2019, the Compensation Committee approved the results of (a) the three-year performance period for the 2016 ROCE PSUs and (b)
the two-year performance period for the 2017 FCF PSUs, both relative to the performance criteria that the Committee had previously
approved. Specifically:
|
•
|
the Compensation Committee determined that we achieved cumulative FCF of 133%
for the two-year performance period, representing achievement of 250% of target. As a result, our NEOs earned 250% of the
target shares under the 2017 FCF PSUs. We issued the shares that were earned under the FCF PSUs in the form of restricted
stock. These shares are subject to a mandatory one-year hold period. They will convert to non-restricted shares at the end
of the one-year hold period, contingent on continued employment with us as of that date.
|
|
•
|
the Compensation Committee determined that, based on the available reported results of the
ROCE comparator companies, the 2016 ROCE PSUs had been earned at 171% of target, based on annual average ROCE of 310 basis
points above the average of the comparator group through September 30, 2018, being the most recent fiscal period end reported
by the companies comprising the comparator group. Because most of the companies in the ROCE comparator group had not yet reported
their 2018 audited results, and because the award agreements for the 2016 ROCE PSUs
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
38
|
|
provide that the PSUs are earned and settled in common stock as soon as practicable
following the end of the performance period, the Compensation Committee approved the issuance of 90% of the shares that the
Compensation Committee determined had been earned under the 2016 ROCE PSUs according to the information available to the Committee
at the time. Any additional shares finally determined to have been earned will be issued after all of the ROCE comparator
companies disclose their full-year 2018 audited results.
|
Due to our recent stock price, the earned value of our NEOs’ PSU payouts
in January 2019 was substantially less than the grant values that the Committee approved when it awarded the PSUs. Although
the 2016 ROCE PSUs paid out at 171% of target and the 2017 FCF PSUs paid out at 250% of target, the actual earned value of
each of these grants in January 2019 was approximately 135% of the grant value.
|
How We Determined the Value of 2018 LTI Equity
Awards
The value of an executive’s
LTI grant increases with the level of an executive’s responsibility at the Company. For the CEO and our other NEOs, it is
the largest element of their total direct compensation package. In determining the value of LTI awards granted to NEOs, the Compensation
Committee (in recommending approval by the Board of the CEO’s awards) and the CEO (in recommending awards for the other
NEOs) first considers market data regarding the LTI value for the most comparable positions in the Company’s executive compensation
comparator groups, as well as several other factors, which may include:
|
•
|
the Company’s financial and operating performance during the relevant period;
|
|
•
|
the size and mix of the compensation elements for the executive officer;
|
|
•
|
retention;
|
|
•
|
achievement of non-financial goals;
|
|
•
|
the executive officer’s contribution to the Company’s success;
|
|
•
|
the level of competition for executives with comparable skills and experience;
|
|
•
|
the total value and number of equity-based awards granted to an executive over the course
of his or her career, together with the retentive effect of additional equity-based awards; and
|
|
•
|
internal equity of peer position career grants.
|
The Compensation Committee approved the target dollar value
of LTI awards for our NEOs in 2018 at its January meeting, based on the relevant factors above.
LTI Grants to our NEOs in 2018
The Compensation Committee
decided to hold 2018 target LTI grant values flat for all our NEOs, based on its review of comparator peer group data and the
current market environment. The actual grant date fair value of each grant, computed in accordance with applicable accounting
standards, is disclosed in the Grants of Plan-Based Awards for Fiscal Year 2018 table below. The tables below detail the estimated
grant date fair value and number of ROCE PSUs and FCF PSUs granted to the NEOs.
In January 2018, the
Compensation Committee approved (and in the case of our CEO, the non-executive members of the Board approved) PSUs with a three-year
performance period. They will vest, if at all, based on our average annual ROCE achieved over a three-year performance period
commencing in 2018 as compared to the average annual ROCE of several oilfield services competitors taken together, over the same
period (the “2018 ROCE PSUs”). The Compensation Committee selected Halliburton, Baker Hughes, a GE company, Weatherford,
National Oilwell Varco and TechnipFMC as the comparator group of oilfield services companies for the 2018 ROCE PSUs. The 2018
ROCE PSUs constitute 50% of our executives’ 2018 target LTI dollar value. See “—2018 ROCE PSUs: Performance
Measure and Goals.”
Also in January 2018,
the Compensation Committee approved (and in the case of our CEO, the non-executive members of the Board approved) PSUs with a
two-year performance period and an additional mandatory one-year hold period. These will vest, if at all, based on the percentage
of our cumulative net income, excluding charges and credits, that we are able to convert to free cash flow in 2018 and 2019 (the
“2018 FCF PSUs”). The 2018 FCF PSUs constitute the other 50% of our executives’ 2018 target LTI dollar
value. Any 2018 FCF PSUs earned will be issued in the form of restricted stock during the mandatory one-year hold period. They
will convert to non-restricted shares at the conclusion of the one-year hold period, contingent on continued employment with us
as of that date. See “—2018 Free Cash Flow PSUs: Performance Measure and Goals.”
The following table shows the grant values
of the NEOs’ 2018 LTI awards and the year-over-year percentage change between the two amounts.
Name
|
|
Target Number
of ROCE PSUs
|
|
Target Number
of FCF PSUs
|
|
Target Value
of 2018 Grants
|
|
Target Value
of 2017 Grants
|
|
% Change
|
|
P. Kibsgaard
|
|
84,100
|
|
82,000
|
|
$12,000,000
|
|
$12,000,000
|
|
0%
|
|
S. Ayat
|
|
28,000
|
|
27,300
|
|
$4,000,000
|
|
$4,000,000
|
|
0%
|
|
A. Belani
|
|
25,200
|
|
24,600
|
|
$3,600,000
|
|
$3,600,000
|
|
0%
|
|
A. Gatt Floridia
|
|
22,400
|
|
21,900
|
|
$3,200,000
|
|
$3,200,000
|
|
0%
|
|
K. Al Mogharbel
|
|
22,400
|
|
21,900
|
|
$3,200,000
|
|
$3,200,000
|
|
0%
|
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
39
|
2018 ROCE PSUs: Performance Measure and Goals
In January 2018, the
Compensation Committee set goals for the 2018 ROCE PSUs based on our average annual ROCE over a three-year performance period
as compared to the average annual ROCE of the oilfield services competitors previously described, taken together over the same
period. ROCE is a measure of the efficiency of our capital employed and is a comprehensive indicator of long-term Company and
management performance. The performance period for the 2018 ROCE PSUs began on January 1, 2018 and ends on December 31, 2020.
We selected a ROCE
metric that is relative because it allows us to directly compare how we deploy our capital against these key comparator companies
in oilfield services. This is also the metric that the Compensation Committee approved for the PSUs issued to our NEOs in 2017.
Our selection of ROCE
as the performance metric for the 2018 ROCE PSUs is also consistent with our strategic direction and transformation initiatives.
Furthermore, ROCE measures performance in a way that is tracked and understood by many of our investors. The Compensation Committee
believes that tying a part of our senior executives’ LTI pay to our efficiency goals and comparing them to that of key comparator
companies in oilfield services will motivate our executives to continue to be innovative. The Compensation Committee also believes
that improvements in efficiency through innovation will increase revenue and improve margins through our continued focus on pricing
and cost control.
Vesting of the 2018
ROCE PSUs is conditioned on the Company’s achievement of a pre-determined threshold of relative annual ROCE of no fewer
than 600 basis points below the average of all companies comprising the comparator group for the performance period. In calculating
this achievement, the Compensation Committee will certify the average ROCE for each of the Company and the comparator group as
a whole, in each case over the three-year performance period. If the relative ROCE achieved is less than or equal to 600 basis
points below the average of the competitor group, no shares will be earned.
The number of PSUs
that will vest and convert to shares as of the vesting date can range from 0% to 250% of the number of 2018 ROCE PSUs awarded.
In no event will payout exceed 250%. The percentage achieved will depend on our performance compared to that of our competitors
during the performance period as illustrated in the following graph. At the end of the performance period, the Compensation Committee
will determine the percentage of shares earned based on the graph below.
2018 ROCE PSU Payout Matrix
We calculate ROCE as
a ratio, the numerator of which is (a) income from continuing operations, excluding charges and credits plus (b) after-tax net
interest expense, and the denominator of which is (x) stockholders’ equity, including non-controlling interests (average
of beginning and end of each quarter in the year), plus (y) net debt (average of beginning and end of each quarter in the year).
The Compensation Committee may adjust the Company’s income from continuing operations to take into account the effect of
significant impacts or activities that are not representative of underlying business operations, such as acquisitions, divestitures,
asset impairments and restructurings. Furthermore, the Compensation Committee evaluates, and may adjust for, the effect of acquisitions
or divestments on a case-by-case basis for purposes of the ROCE calculation.
As stated previously,
the ROCE PSUs issued to our NEOs in January 2019 are subject to a three-year relative TSR modifier.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
40
|
2018 Free Cash Flow PSUs: Performance Measure
and Goals
In January 2018,
the Compensation Committee set goals for the 2018 FCF PSUs based on the percentage of our cumulative net income, excluding
charges and credits, that we are able to convert to free cash flow over a two-year performance period. Free cash flow is an
important liquidity measure for the Company and is useful to investors and to management as a measure of the Company’s
ability to generate cash. The performance period for the FCF PSUs began on January 1, 2018 and ends on December 31, 2019. The
Committee believed it was appropriate to set two-year performance FCF goals due to the difficulty in setting meaningful
performance targets over longer periods of time in our cyclical industry. The Compensation Committee set the target FCF
conversion goal at 70% due to higher year-over-year capital expenditures and mobilization costs expected to be required to
capture new business in 2018.
Our selection of free
cash flow as a percentage of net income as the performance metric for the 2018 FCF PSUs is also part of our goal to align executive
compensation with stockholder return. We present free cash flow to our investors as a measure of our ability to generate cash.
Once business needs and obligations are met, this cash can be used to reinvest in the Company for future growth or to return to
stockholders through dividend payments or share repurchases. The Compensation Committee believes that tying a part of our NEO’s
LTI pay to our efficiency in converting net income to free cash flow will incentivize our management to seek out appropriate opportunities
to increase the liquidity of the Company in accordance with our transformation goals.
Free cash flow represents
cash flow from operations less capital expenditures, SPM investments and multiclient seismic data costs capitalized. For purposes
of the 2018 FCF PSUs, free cash flow will also exclude the acquisition of baseline production and investments up to first production
for SPM projects. Not excluding these payments would create a potential disincentive to invest in the SPM business because such
costs would reduce free cash flow. The Compensation Committee has the discretion to adjust the Company’s income from continuing
operations to take into account the effect of significant impacts or activities that are not representative of underlying business
operations, such as acquisitions, divestitures, asset impairments and restructurings. Furthermore, the Compensation Committee
evaluates, and may adjust for, the effect of acquisitions or divestments on a case-by-case basis for purposes of the free cash
flow calculations.
Vesting of the 2018
FCF PSUs requires us to convert no less than 50% of our net income to free cash flow over the performance period. In calculating
this achievement, the Compensation Committee will certify the cumulative free cash flow and net income generated by the Company
over the two-year performance period. If the percentage of free cash flow conversion is less than or equal to 50%, no shares of
our common stock will be earned.
The number of PSUs
that will convert to shares at the end of the performance period can range from 0% to 250% of the number of 2018 FCF PSUs awarded.
In no event will payout exceed 250%. The percentage achieved will depend on our performance over the performance period as illustrated
in the following table. At the end of the performance period, the Compensation Committee will determine the number of shares earned
based on the table below.
Cumulative Free Cash Flow Conversion Percentage
|
% of Target Shares Earned (Payout %)
|
(1)
|
Less than or equal to 50%
|
0%
|
|
60%
|
50%
|
|
70%
|
100%
|
|
90%
|
200%
|
|
Equal to or greater than 100%
|
250%
|
|
|
|
(1)
|
Fractional shares rounded up to the next whole share. Number of shares determined
by linear interpolation between performance levels.
|
Any 2018 FCF PSUs earned
will initially be issued in the form of restricted common stock and be subject to a mandatory one-year hold period. The restricted
shares will convert to non-restricted shares at the end of the one-year hold period, contingent on continued employment with us
as of that date. We believe this mandatory hold period fosters retention of our executive talent and better aligns the interests
of our executives with that of our stockholders.
As stated
previously, the FCF PSUs issued to our NEOs in January 2019 are subject to a three-year relative TSR modifier (but not a
one-year hold period). As a result of the relative TSR modifier applicable to the 2019 FCF PSUs, all performance-based equity
awards issued to our NEOs in 2019 will vest, if at all, only after a full three-year performance period.
Other Aspects of our Executive Compensation
Framework
Peer Group Companies
The Compensation Committee
considers formal executive compensation survey data prepared by Pay Governance when it reviews and determines executive compensation.
The Compensation Committee also reviews information on the executive compensation practices at various “peer group”
companies when considering changes to the Company’s executive compensation program. To prepare for its executive compensation
analysis, the Company’s executive compensation department works with Pay Governance to match Company positions and responsibilities
against survey positions and responsibilities and to compile the annual compensation data for each executive officer.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
41
|
The Company has two
main executive compensation peer groups, the oil industry and general industry peer groups (our “main comparator groups”).
The survey data prepared by Pay Governance summarize the compensation levels and practices of our main comparator groups, as follows:
|
•
|
the “oil industry peer group,” which comprises companies in the oil
services industry, as well as E&P companies and integrated oil and gas companies, in each case with annual revenues between
$5.7 billion and $103 billion; and
|
|
•
|
the “general industry peer group,” which comprises other large technology-focused
companies with significant international operations and annual revenues between $13 billion and $62 billion and market capitalizations
of greater than $7 billion.
|
The Compensation Committee’s
selection criteria for companies comprising the main comparator groups include:
|
•
|
potential competition for executive talent;
|
|
•
|
revenue and market capitalization;
|
|
•
|
global presence and scope of international operations; and
|
|
•
|
companies viewed as leaders in their industry.
|
The Compensation Committee,
with the assistance of Pay Governance, annually reviews specific criteria and recommendations regarding companies to add to or
remove from the comparator groups. As a general matter, the Company selects suitable comparator companies such that companies
in each of our two main comparator groups, at the median, approximate Schlumberger’s estimated revenue in the then-current
year and its then-current market capitalization. The Compensation Committee modifies the peer group criteria as appropriate while
seeking a satisfactory degree of stability, to provide a consistent basis for comparison. A challenge facing the Company in determining
the companies appropriate for inclusion in our two main comparator peer groups for 2018 executive compensation decisions was the
Company’s high market capitalization relative to its revenue, rendering it difficult to position Schlumberger
at the median of each group.
Oil Industry Peer Group
The oil industry peer
group comprises companies in the oil services industry with revenues greater than $5.7 billion, as well as E&P companies and
integrated oil and gas companies, all with annual revenues between $7.5 billion and $103 billion. The broad revenue range is due
to the limited number of peer companies in Schlumberger’s immediate revenue range, and the fact that all other oilfield
service companies have lower revenue than Schlumberger. Because of Schlumberger’s significant international operations,
this peer group includes non-U.S. energy and energy-related companies that also meet the criteria set forth above. Some members
of this peer group frequently target Company executives for positions at the peer company. See “—The Competition for
our Executive Talent,” on page 31.
The Compensation Committee
decided to include E&P companies in this peer group based on a number of factors. First, because Schlumberger was significantly
larger than all of its direct competitors in the oilfield services industry in terms of revenue and market capitalization, the
Compensation Committee believed that the addition of E&P companies provided a more appropriate and complete comparator group.
In addition, the Compensation Committee believed that the inclusion of E&P companies is appropriate because our executives
have been hired by E&P companies in the past, and market consolidation has reduced the number of direct competitors in the
oilfield services industry, thus increasing the prominence of E&P companies as competitors for executive talent.
In July 2017, the Compensation
Committee reviewed the companies constituting our two main comparator groups effective for 2018 executive compensation decisions,
based on the criteria set forth above. At the time of its review, Schlumberger’s full-year 2017 revenue was forecast to
be approximately $30 billion. Applying the selection criteria set forth above, the Compensation Committee approved the removal
of Apache Corporation from the oil industry peer group because it did not meet the revenue criterion described above. The Compensation
Committee also approved the addition of Petrofac and TechnipFMC to this group based on the selection criteria set forth above,
effective for 2018 compensation decisions.
As a result of the
foregoing, Schlumberger was in the 71
st
percentile of the oil industry peer group in terms of revenue, and in the 95
th
percentile of the oil industry peer group in terms of market capitalization.
The following companies
constitute the oil industry peer group effective for relevant 2018 compensation decisions:
Oil Industry Peer Group
Oil services, E&P, and integrated
oil and gas companies with annual revenues between $5.7B and $103B
Anadarko Petroleum
|
|
Baker Hughes
†
|
|
BHP Billiton
|
|
Chevron
|
|
ConocoPhillips
|
Devon Energy
|
|
Eni SpA
|
|
EOG Resources
|
|
GE Oil and Gas
†
|
|
Halliburton
|
Imperial Oil Limited
|
|
Marathon Petroleum
|
|
National Oilwell Varco
|
|
Occidental Petroleum
|
|
Petrofac*
|
Phillips 66
|
|
Suncor Energy
|
|
TechnipFMC*
|
|
Valero
|
|
Weatherford
|
|
|
*
|
Added to the group for 2018 executive compensation decisions.
|
|
|
†
|
Baker Hughes and GE Oil and Gas are both included in this peer group because the Compensation
Committee approved this peer group in 2017, when the two companies had not yet merged.
|
|
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
42
|
General Industry Peer
Group
The Compensation Committee
considers data from the general industry peer group as it deems necessary or advisable to the extent that data from the first
peer group may not exist, or may be insufficient, for some executive officer positions. The second group is also particularly
relevant for non-operations positions, where the skills and experience may be easily transferable to other industries outside
the oil and gas industry.
The general industry
peer group provides data from large companies with significant international operations, and supplements the compensation data
from the oil industry peer group, whose companies are closer to Schlumberger in industry type but have widely varying revenue
sizes. The general industry peer group:
|
•
|
includes multi-national companies with (i) non-U.S. annual revenue of at least 20% of consolidated
revenue; (ii) a technical focus; (iii) annual revenues between $13 billion and $62 billion; and (iv) market capitalization
of at least $7 billion;
|
|
•
|
excludes companies that do not have a significant international scope;
|
|
•
|
includes less than 25% of the companies within a peer group in any single industry; and
|
|
•
|
excludes companies in industries that are least comparable to Schlumberger’s, such as entertainment, finance and
retail.
|
In July 2017, the
Compensation Committee, applying the selection criteria set forth above, approved the addition of 10 companies —
Abbott, AbbVie, Eli Lily, Emerson Electric, Freeport-McMoRan, Gilead Sciences, HP, HP Enterprise, Medtronic and SAP —
to the general industry peer group, effective for 2018 compensation decisions. Seven companies were removed from this peer
group. The Compensation Committee approved the removal of Coca-Cola and Unilever because these companies did not meet the
technology focus criterion above. Alphabet, Airbus, Johnson & Johnson, PepsiCo and Procter & Gamble were
removed because they did not meet the revenue criteria described above.
As a result of the
foregoing, Schlumberger was positioned at the 46
th
percentile of the general industry peer group in terms of revenue,
and the 77
th
percentile of that peer group in terms of market capitalization.
The following companies
constitute the general industry peer group effective for relevant 2018 compensation decisions:
General Industry Peer Group
Annual revenues between $13B and $62B
with technical and global focus
3M
|
|
ABB Ltd.
|
|
Abbott Laboratories*
|
|
AbbVie*
|
|
Anglo American
|
AstraZeneca
|
|
BAE Systems
|
|
BASF
|
|
Bayer
|
|
Caterpillar
|
Cisco Systems
|
|
Compagnie de Saint-Gobain
|
|
Deere & Co
|
|
Dow Chemical
|
|
E.I. Dupont de Nemours
|
Eli Lilly and Co.*
|
|
Emerson Electric Co.*
|
|
Fluor Corporation
|
|
Freeport-McMoRan*
|
|
General Dynamics
|
Gilead Sciences*
|
|
GlaxoSmithKline
|
|
Hewlett Packard Enterprise*
|
|
Honeywell
|
|
HP.*
|
Intel
|
|
Johnson Controls
|
|
Koninklijke Philips
|
|
Lockheed Martin
|
|
LyondellBasell
|
Medtronic*
|
|
Merck & Co.
|
|
Novartis
|
|
Oracle
|
|
Pfizer
|
QUALCOMM
|
|
Raytheon
|
|
Roche Holding
|
|
Rio Tinto
|
|
Rolls Royce
|
SAP SE*
|
|
Sanofi
|
|
Schneider Electric
|
|
Thermo Fisher Scientific
|
|
|
Texas Instruments
|
|
United Technologies
|
|
|
|
|
|
|
|
|
*
|
Added to the group for 2018 executive compensation decisions.
|
|
|
Additional Peer Groups for Select Positions
The Compensation Committee
refers to two additional executive compensation peer groups, which were effective for 2018 compensation decisions only as to our
EVP Technology. These are:
|
•
|
the “lower-revenue oil industry peer group,” which comprise smaller
companies in the oil services, E&P, refining and pipeline industries with annual revenues between $0.9 billion and $8.9
billion; and
|
|
•
|
an “R&D-focused peer group,” which comprise various companies from the S&P
500 Index with research and development (“R&D”) expenditures, at the median, close to Schlumberger’s
R&D expenditures.
|
These two additional
peer groups serve as points of reference for the Compensation Committee, given the scope and level of responsibility of executive
positions as to which the Compensation Committee requires additional compensation data. Prior to the introduction of these two
peer groups, the Compensation Committee had determined that select executives who held very senior positions within the Company
(including our EVP Technology) could, by virtue of their leadership experience and professional background at Schlumberger, become
chief executives of other, smaller companies in the oil and gas industry.
The Compensation Committee
applies the same selection criteria for companies comprising these two peer groups as for the main comparator groups; however,
the global scope of international operations criteria does not apply to the lower-revenue oil industry peer group.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
43
|
Lower-Revenue Oil Industry Peer Group
Among our NEOs, the
lower-revenue oil industry peer group is relevant only for the compensation of our EVP Technology. In July 2017, the Compensation
Committee decided to make no changes to the lower-revenue oil industry peer group, effective for 2018 compensation decisions.
As a result of the
foregoing, the following companies constitute this peer group effective for relevant 2018 compensation decisions:
Smaller Oil Industry Companies Peer Group
Oil services, E&P, refining and
pipeline companies with annual revenue between $0.9B and $8.9B
Aker Solutions
|
|
AMEC
|
|
CGG-Veritas
|
|
Diamond Offshore Drilling
|
|
Ensco
|
Exterran Holdings
|
|
TechnipFMC†
†
|
|
Helmerich & Payne
|
|
John Wood Group
|
|
McDermott International
|
Noble Corp.
|
|
Oceaneering International
|
|
Patterson-UTI Energy
|
|
Petrofac Corporation
|
|
Rowan Companies
|
Shawcor
|
|
SBM Offshore
|
|
Subsea 7
|
|
Superior Energy Services
|
|
Transocean
|
|
|
†
|
FMC Technologies was replaced by TechnipFMC following its merger with Technip in 2017.
|
|
|
R&D Focused Peer Group — Similar
R&D Expenditures
The R&D-focused
peer group comprises large companies with significant international operations, some of which also are in our general industry
peer group. While the 2016 consolidated revenue of these companies varied greatly, their R&D expenditures, at the median,
approximated Schlumberger’s R&D expenditures in that year. As with the lower-revenue oil industry peer group, this peer
group is relevant only for the compensation of our EVP Technology.
In July 2017, the Compensation
Committee reviewed the criteria for the R&D-focused peer group. The Compensation Committee made substantial changes to this
peer group, removing 21 companies from the list and adding 21 new companies. The 21 companies removed were 3M, Allergan, AT&T,
Biogen, Broadcom Limited, Caterpillar, Dell EMC, Delphi Automotive, Exxon Mobil, Gilead Sciences, Harris Corporation, Honeywell
International, HP Enterprise, Lockheed Martin, Medtronic, PepsiCo, Proctor & Gamble, Regeneron Pharmaceuticals, Rockwell
Collins, Textron and Vertex Pharmaceuticals.
The following 50 companies
constitute the R&D-focused peer group effective for relevant 2018 compensation decisions:
General Industry Peer Group Companies with
R&D Focus
Median R&D expenses similar to Schlumberger’s
R&D expenses
Abbott Laboratories
|
|
Activision Blizzard*
|
|
Adobe Systems
|
|
Advanced Micro Devices*
|
|
Alexion Pharmaceuticals*
|
Analog Devices*
|
|
Applied Materials
|
|
Autodesk
|
|
Baxter International*
|
|
Becton, Dickinson & Co.*
|
Boston Scientific
|
|
CA, Inc.
|
|
Corning
|
|
Cerner*
|
|
Citrix Systems*
|
Cummins Inc.
|
|
Danaher Corp.
|
|
Deere & Co.
|
|
Dow Chemical
|
|
E.I. Dupont de Nemours
|
Eaton Corp.*
|
|
eBay Inc.
|
|
Electronic Arts
|
|
Expedia*
|
|
HP *
|
Intuit Inc.
|
|
Johnson Controls International
|
|
Juniper Networks
|
|
KLA-Tencor*
|
|
Lam Research
|
Micron Technology
|
|
Monsanto
|
|
Motorola Solutions*
|
|
Mylan*
|
|
NetApp
|
Netflix*
|
|
NVIDIA
|
|
PayPal Holdings
|
|
Salesforce.com
|
|
Seagate Technology
|
Stryker Corp.*
|
|
Symantec
|
|
Synopsys
|
|
TE Connectivity*
|
|
Texas Instruments
|
Thermo Fischer Scientific*
|
|
Western Digital
|
|
Xerox
|
|
Xilinx
|
|
Yahoo!
|
|
|
*
|
Added to the group for 2018 executive compensation decisions.
|
|
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
44
|
Role of the Independent Executive Compensation
Consultant
The Compensation Committee
has retained Pay Governance as its independent consultant with respect to executive compensation matters. Pay Governance reports
only to, and acts solely at the direction of, the Compensation Committee. Schlumberger’s management does not direct or oversee
the activities of Pay Governance with respect to the Company’s executive compensation program. Pay Governance prepares compensation
surveys for review by the Compensation Committee at its October meeting. One of the purposes of the October meeting is to assess
compensation decisions made in January of that year in light of comparative data to date; another purpose of the October meeting
is to prepare for the annual executive officer compensation review the following January.
Pay Governance works
with the Company’s executive compensation department to compare compensation opportunities of the Company’s executive
officers with compensation opportunities for comparable positions at companies included in the compensation surveys conducted
by Pay Governance at the direction of the Compensation Committee. Pay Governance and the Company’s executive compensation
department also compile annual compensation data for each executive officer. The Compensation Committee has also instructed Pay
Governance to prepare an analysis of each named executive officer’s compensation. The Compensation Committee has also retained
Pay Governance as an independent consulting firm with respect to non-employee director compensation matters. Pay Governance prepares
an analysis of competitive non-employee director compensation levels and market trends using the same two main peer groups as
those used in the executive compensation review.
The Compensation Committee
has assessed the independence of Pay Governance pursuant to SEC rules and has concluded that its work did not raise any conflict
of interest that would prevent Pay Governance from independently representing the Compensation Committee.
Procedure for Determining Executive Compensation;
Role of Management
The Compensation Committee
evaluates all elements of executive officer compensation each January, after a review of the achievement of financial and personal
objectives with respect to the prior year’s results. The purpose is to determine whether any changes in an officer’s
compensation may be appropriate. The CEO does not participate in the Compensation Committee’s deliberations with regard
to his own compensation. At the Compensation Committee’s request, the CEO reviews with the Compensation Committee the performance
of the other executive officers, but no other named executive officer has any input in executive compensation decisions. The Compensation
Committee gives substantial weight to the CEO’s evaluations and recommendations because he is particularly able to assess
the other executive officers’ performance and contributions to the Company. Our Vice President of Human of Resources assists
the CEO in developing the executive officers’ performance reviews and reviewing market compensation data to determine compensation
recommendations for our executives. The Compensation Committee independently determines each executive officer’s mix of
total direct compensation based on the factors described in “Compensation Discussion and Analysis—Other Aspects of
our Executive Compensation Framework—Relative Size of Direct Compensation Elements.” Early in the calendar year, financial
and personal objectives for each executive officer are determined for that year. The Compensation Committee may, however, review
and adjust compensation at other times as the result of new appointments or promotions during the year.
The following table
summarizes the approximate timing of significant executive compensation events:
EVENT
|
|
TIMING
|
Establish Company financial objectives
|
|
January of each fiscal year for current year
|
Establish CEO personal objectives
|
|
Early in the first quarter of the fiscal year for current year
|
Review and approve the peer
group companies used for compensation benchmarking
|
|
July of each fiscal year
|
Perform competitive assessment to determine how Schlumberger’s compensation decisions compared to decisions made
by companies included in the compensation surveys
|
|
October of each fiscal year for current year
|
Independent compensation consultant provides analysis for the Compensation Committee to evaluate executive compensation
|
|
October of each year for compensation in the following fiscal year
|
Evaluate Company and executive performance (achievement of objectives established in previous fiscal year) and recommend
incentive compensation based on those results
|
|
Results approved in January of each fiscal year for annual cash incentive compensation with respect to prior year. The
incentive earned in prior fiscal year is paid in February of the current fiscal year
|
Review and recommend executive base
salary and determine equity-based grants
|
|
January of each fiscal year for
base salary for that year and for equity-based grants
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
45
|
Long-Term Equity Awards — Granting Process
The Compensation Committee
is responsible for granting long-term equity-based compensation under our omnibus stock incentive plans. The Compensation Committee
approves a preliminary budget for equity-based grants for the following year at each October meeting. Management determines the
allocation for groups within the Company and individual recommendations are made by the heads of the Groups and approved by the
CEO. The Compensation Committee approves all equity-based awards, including executive officer awards, which are recommended by
the CEO, except for his own. Awards for executive officers other than the CEO are granted by the Compensation Committee and discussed
with the Board. Awards for the CEO are granted by the Compensation Committee following approval by the full Board.
In addition to considering
the value of each equity-based award, management and the Compensation Committee also consider the overall potential stockholder
dilution impact and “burn rate,” which is the rate at which awards are granted as a percentage of common shares outstanding.
Each year, the Compensation Committee reviews a budgeted grant date value of equity-based awards to our executives and other eligible
employees and makes a recommendation to the Board for approval. This review and recommendation process includes an analysis of
potential dilution levels and burn rates resulting from the potential grant of such awards. The Compensation Committee and management
use this analysis regarding dilution levels and burn rates as an additional factor in approving long-term equity awards.
The regular Board and
Compensation Committee meeting schedule is set at least a year in advance with Board meetings held quarterly, generally toward
the end of January, April, July and October. The timing of these committee meetings is not determined by any of the Company’s
executive officers and is usually two days in advance of the Company’s announcement of earnings. The Compensation Committee
sets the equity award grant date as the day of the Board meeting. The Company does not time the release of material non-public
information for the purpose of affecting the values of executive compensation. At the time equity grant decisions are made, the
Compensation Committee is aware of the earnings results and takes them into account, but it does not adjust the size or the mix
of grants to reflect possible market reaction.
Annual grants of equity-based
awards to the NEOs, other stenior executive officers and the rest of the Company’s eligible employees are made at the January
meeting of the Compensation Committee. However, specific grants may be made at other regular meetings, to recognize the promotion
of an employee, a change in responsibility or a specific achievement. The exercise price for all stock options granted to executive
officers and other employees is the average of the high and low trading prices of the Schlumberger common stock on the NYSE on
the date of grant, which has been Schlumberger’s practice for many years. The Board and the Compensation Committee have
the discretion to grant equity awards with different vesting schedules as they deem appropriate or necessary.
Executive Stock Ownership Guidelines
The Compensation Committee
and management believe strongly in linking executive long-term rewards to stockholder value. Our Board, upon recommendation of
the Nominating and Governance Committee and the Compensation Committee, adopted revised executive stock ownership guidelines in
early 2019 applicable to executive officers and other key position holders.
Senior executives are
required to hold the numbers of shares equal to the multiple of base salary set forth below.
Title
|
Stock Ownership Multiple
|
Chief Executive Officer
|
6x base salary
|
Executive Vice Presidents
|
3x base salary
|
Executive Officers (non-EVP)
|
2x base salary
|
Key Staff Positions
|
1x base salary
|
All executives subject
to the guidelines must retain 50% of net shares acquired upon the exercise of stock options and after the vesting of PSUs and
RSUs, after payment of applicable taxes, until they achieve the required ownership level.
The guidelines provide
that executives have five years to satisfy the ownership requirements. After the five-year period, executives who have not met
their minimum stock ownership requirement must retain 100% of the net shares acquired upon stock option exercises and any PSU
and RSU vesting until they achieve their required ownership level. Stock ownership for the purpose of these guidelines does not
include shares underlying vested or unvested stock options, unvested RSUs or unvested PSUs.
As of January 31, 2019,
all of our NEOs were in compliance with our stock ownership guidelines.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
46
|
Other Executive Benefits and Policies
Retirement Benefits
In line with Schlumberger’s
aim to encourage long-term careers with the Company and to promote retention, retirement plans are provided, where possible, for
all employees, including named executive officers, according to local market practice. Schlumberger considers long-term benefit
plans to be an important element of the total compensation package. The pension plans provide for lifetime benefits for certain
employees upon retirement after a specified number of years of service and take into account local practice with respect to retirement
ages. They are designed to complement but not be a substitute for local government plans, which may vary considerably in terms
of the replacement income they provide, and other Company sponsored savings plans. Employees may participate in multiple retirement
plans in the course of their career with the Company or its subsidiaries, in which case they become entitled to a benefit from
each plan based upon the benefits earned during the years of service related to each plan. The qualified plans are funded through
cash contributions made by the Company and its subsidiaries based on actuarial valuations and/or regulatory requirements.
Some of the Schlumberger
U.S. retirement plans are non-qualified plans that provide an eligible employee with additional retirement savings opportunities
that cannot be achieved with tax-qualified plans due to limits on annual compensation that can be taken into account or annual
benefits that can be provided under qualified plans.
Officers and other
employees in the United States whose compensation exceeds the qualified plan limits are eligible to participate in non-qualified
excess benefit programs for 401(k), profit-sharing and pension, whereby they receive correspondingly higher benefits. Employees
and executive officers assigned outside the United States are entitled to participate in the applicable plans of the country where
they are assigned, including supplemental plans where available.
Retirement Practices
The Company has a practice
of phased retirement, which, at the discretion of the Company, may be offered to executive officers from time to time (other than
the CEO) who are approaching retirement. This practice involves a transition into retirement whereby the individual ceases being
an executive officer and relinquishes primary responsibilities. He or she remains an employee and generally receives lesser salary
over time for reduced responsibilities and reduced working time. The arrangements are typically in place for an average of two
to three years, as agreed at the start of the term. The purpose is to allow the outgoing executive officer to support the incoming
executive officer for a period of time to provide for a smooth succession and to provide resources to the Company in particular
areas of expertise while agreeing not to join a competitor during the employment period. In these circumstances, the Company maintains
pension contributions and other benefits such as medical and insurance, and the executive officer continues to vest in previously-granted
LTI awards. During this period, however, the executive officer is no longer eligible for additional equity incentive compensation
or, once his or her work time is reduced, for an annual cash incentive opportunity.
Other Benefits
Schlumberger seeks
to provide benefit plans, such as medical coverage and life and disability insurance, on a country-by-country basis in line with
market conditions. Where the local practice is considered to be less than the Schlumberger minimum standard, the Company generally
offers the Schlumberger standard. Our named executive officers are eligible for the same benefit plans provided to other employees,
including medical coverage and life and disability insurance as well as supplemental plans chosen and paid for by employees who
wish additional coverage. There are no special insurance plans for our named executive officers.
Limited Perquisites
Schlumberger provides
only limited perquisites to its named executive officers, which are identified in the narrative notes to the Summary Compensation
Table.
No Employment Agreements or Other Arrangements
Our named executive
officers do not have employment, severance or change-in-control agreements, but serve at the will of the Board. This enables the
Company to terminate their employment using judgment as to the terms of any severance arrangement and based on specific circumstances
at the time they cease being executive officers.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
47
|
Recoupment of Performance-Based Cash and Equity
Awards (Clawback)
In January 2019, our
Board, upon the recommendation of the Compensation Committee, adopted a revised policy regarding recoupment of performance-based
incentive compensation, whether paid in the form of equity or cash, in the event of specified restatements of financial results.
Under the revised policy, if financial results are restated due to fraud or other intentional misconduct, the Compensation Committee
will review any performance-based or incentive compensation paid to executive officers who are found to be personally responsible
for the fraud or other intentional misconduct that caused, in whole or in part, the need for the restatement. Based on that review,
the Committee will take such actions as it deems appropriate or necessary, including recoupment of any amounts paid in excess
of the amounts that would have been paid based on the restated financial results. In addition, our performance-based equity awards
and any shares of stock that are issued as a result of vesting of these awards are subject to recoupment under the terms of those
awards.
Prohibition on Hedging or Pledging of Schlumberger
Stock
Our directors and executive
officers are prohibited from using any strategies or products (such as derivative securities or short-selling techniques) to hedge
against the potential changes in the value of Schlumberger common stock. In addition, our directors and executive officers, and
other key employees, are prohibited from holding Schlumberger securities in a margin account or pledging Schlumberger securities
as collateral for a loan. Our insider trading policy strongly discourages, but does not prohibit, other employees from engaging
in speculative transactions, including hedging or other financial mechanisms, holding Schlumberger securities in a margin account
or pledging Schlumberger securities.
Impact of Tax Treatment
Section 162(m) of the
Internal Revenue Code limits the amount of compensation that may be deducted per covered employee to $1 million per taxable year.
Following the enactment of the Tax Cuts and Jobs Act, beginning with the 2018 calendar year, this $1 million annual deduction
limitation applies to all compensation paid to any individual who is the Chief Executive Officer, Chief Financial Officer or one
of the other three most highly compensated executive officers for 2017 or any subsequent calendar year. There is no longer any
exception to this limitation for qualified performance-based compensation (as there was for periods prior to 2018). Thus, it
is expected that compensation deductions for any covered individual will be subject to a $1 million annual deduction limitation
(other than for certain compensation that satisfies requirements for grandfathering under the new law). Although the deductibility
of compensation is a consideration evaluated by the Compensation Committee, the Compensation Committee believes that the lost
deduction on compensation payable in excess of the $1 million limitation for the named executive officers is not material relative
to the benefit of being able to attract and retain talented management. Accordingly, the Compensation Committee will continue
to retain the discretion to pay compensation that is not deductible.
Compensation Committee Report
The Compensation Committee
has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis included in this proxy
statement. Based on that review and discussion, the Compensation Committee has recommended to our Board of Directors
that the Compensation Discussion and Analysis be included in this proxy statement.
SUBMITTED BY THE COMPENSATION COMMITTEE
OF THE SCHLUMBERGER BOARD OF DIRECTORS
Indra K. Nooyi, Chair
|
|
Peter L.S. Currie
|
|
Leo Rafael Reif
|
|
Henri Seydoux
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
48
|
Executive Compensation Tables and Accompanying Narrative
2018 Summary Compensation Table
The following table sets
forth the compensation paid by the Company and its subsidiaries for the fiscal year ended December 31, 2018 to the Chief Executive
Officer, the Chief Financial Officer and the next three most highly compensated executive officers who were serving as executive
officers as of December 31, 2018 (each an “NEO” or a “named executive officer”).
Name
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
(1)
|
|
Stock
Awards
($)
|
(2)
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
(1)
|
|
Change in
Pension Value &
Nonqualified
Deferred
Compensation
Earnings
($)
|
(3)
|
|
All Other
Compensation
($)
|
(4)
|
|
Total
($)
|
Paal Kibsgaard
Chairman & CEO
|
|
2018
|
|
2,000,000
|
|
|
N/A
|
|
|
|
11,998,751
|
|
|
|
0
|
|
|
|
1,132,500
|
|
|
|
1,014,077
|
|
|
|
53,872
|
(5)
|
|
|
16,199,200
|
|
2017
|
|
2,000,000
|
|
|
N/A
|
|
|
|
11,998,506
|
|
|
|
0
|
|
|
|
4,275,000
|
|
|
|
2,344,577
|
|
|
|
141,257
|
|
|
|
20,759,340
|
|
|
2016
|
|
2,000,000
|
|
|
N/A
|
|
|
|
6,000,813
|
|
|
|
5,998,080
|
|
|
|
2,775,000
|
|
|
|
1,733,155
|
|
|
|
52,546
|
|
|
|
18,559,594
|
Simon Ayat
EVP & CFO
|
|
2018
|
|
1,000,000
|
|
|
N/A
|
|
|
|
3,994,767
|
|
|
|
0
|
|
|
|
358,100
|
|
|
|
163,106
|
|
|
|
72,045
|
(6)
|
|
|
5,588,018
|
|
2017
|
|
1,000,000
|
|
|
N/A
|
|
|
|
5,206,165
|
|
|
|
0
|
|
|
|
1,401,500
|
|
|
|
745,143
|
|
|
|
105,875
|
|
|
|
8,458,683
|
|
|
2016
|
|
1,000,000
|
|
|
N/A
|
|
|
|
2,000,271
|
|
|
|
1,999,360
|
|
|
|
925,000
|
|
|
|
539,375
|
|
|
|
84,616
|
|
|
|
6,548,982
|
Ashok Belani
EVP Technology
|
|
2018
|
|
900,000
|
|
|
N/A
|
|
|
|
3,597,486
|
|
|
|
0
|
|
|
|
340,290
|
|
|
|
124,870
|
|
|
|
65,083
|
(7)
|
|
|
5,027,729
|
|
2017
|
|
900,000
|
|
|
N/A
|
|
|
|
4,810,285
|
|
|
|
0
|
|
|
|
1,269,450
|
|
|
|
763,364
|
|
|
|
94,050
|
|
|
|
7,837,149
|
|
|
2016
|
|
900,000
|
|
|
N/A
|
|
|
|
2,907,663
|
|
|
|
1,802,240
|
|
|
|
810,000
|
|
|
|
609,364
|
|
|
|
84,466
|
|
|
|
7,113,733
|
Aaron Gatt Floridia
EVP Western Hemisphere
|
|
2018
|
|
834,167
|
|
|
N/A
|
|
|
|
3,200,205
|
|
|
|
0
|
|
|
|
282,032
|
|
|
|
(263,400
|
)
|
|
|
323,283
|
(8)
|
|
|
4,376,287
|
|
2017
|
|
770,000
|
|
|
N/A
|
|
|
|
4,406,252
|
|
|
|
0
|
|
|
|
1,092,245
|
|
|
|
1,011,797
|
|
|
|
160,790
|
|
|
|
7,441,084
|
|
|
2016
|
|
770,000
|
|
|
N/A
|
|
|
|
2,712,458
|
|
|
|
1,605,120
|
|
|
|
696,850
|
|
|
|
762,504
|
|
|
|
153,626
|
|
|
|
6,700,558
|
Khaled Al Mogharbel
EVP Eastern Hemisphere
|
|
2018
|
|
834,167
|
|
|
N/A
|
|
|
|
3,200,205
|
|
|
|
0
|
|
|
|
315,399
|
|
|
|
(116,122
|
)
|
|
|
284,222
|
(9)
|
|
|
4,517,871
|
|
2017
|
|
770,000
|
|
|
N/A
|
|
|
|
4,406,252
|
|
|
|
0
|
|
|
|
1,063,755
|
|
|
|
195,703
|
|
|
|
244,757
|
|
|
|
6,680,467
|
|
|
2016
|
|
770,000
|
|
|
N/A
|
|
|
|
2,711,558
|
|
|
|
1,605,120
|
|
|
|
693,000
|
|
|
|
119,065
|
|
|
|
254,702
|
|
|
|
6,153,445
|
(1)
|
The annual cash incentive paid to our NEOs is included in the column “Non-Equity Incentive Plan Compensation.”
|
(2)
|
Includes the value of PSU
awards and RSU awards. For 2016, each amount reflected in the “Stock Award” column is the aggregate grant date
fair value for standard three-year PSUs at target level performance that were granted in January 2016 and, for Messrs.
Belani, Gatt Floridia and Al Mogharbel, the RSU awards that were granted to each of them in July 2016. For 2017, each amount
reflected in the “Stock Awards” column is the aggregate grant date fair value for both the FCF and ROCE PSUs
at target level performance that were granted in January 2017, and the RSU awards that were granted to Messrs. Ayat,
Belani, Gatt Floridia and Al Mogharbel in October 2017. For 2018, each amount reflected in the “Stock Awards”
column is the aggregate grant date fair value for both the FCF and ROCE PSUs at target level performance that were
granted in January 2018. Each amount reflects an accounting expense and does not correspond to actual value that may be
realized by an NEO in the future. The number of equity awards granted in 2018 to each NEO is provided in the Grants of
Plan-Based Awards for Fiscal Year 2018 table on page 51. The grant date fair value of these awards is calculated in
accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718,
Compensation—Stock Compensation (ASC Topic 718), as described in Note 13, “Stock-based Compensation
Plans,” to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended
December 31, 2018.
|
|
The value of the 2018 PSUs at the grant date, assuming achievement of the maximum performance level of 250%, would be: Mr. Kibsgaard — $29,996,878; Mr. Ayat — $9,986,918; Mr. Belani — $8,993,715; Mr. Gatt Floridia — $8,000,513; and Mr. Al Mogharbel — $8,000,513.
|
|
The NEOs may never realize any value from these PSUs and, to the extent that they do, the amounts realized may have no correlation to the amounts reported above.
|
(3)
|
The changes in pension value
reported in this column represent the increase in the actuarial present value of a named executive officer’s
accumulated benefit under all benefit and actuarial pension plans in which he or she participates. This change in present
value is not a current cash payment. It represents the change in the value of the named executive officer’s
pensions, which are only paid after retirement. There are no nonqualified deferred compensation earnings reflected in
this column because no NEO received above-market or preferential earnings on such compensation during 2018, 2017 or 2016.
Due to an increase in the Discount Rate to 4.3%in 2018 from 3.7% in 2017, some NEOs recorded negative pension value
changes.
|
(4)
|
All of the perquisites included in the column “All Other Compensation” and described in the accompanying footnotes are generally available to all of the Company’s professional-level employees. Relocation assistance is provided to all employees on a Company-wide basis.
|
(5)
|
The amount disclosed for Mr. Kibsgaard consists of the following:
|
|
Perquisites:
|
|
|
|
|
Housing Allowance
|
|
$
|
53,872
|
|
TOTAL
|
|
$
|
53,872
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
49
|
(6)
|
The amount disclosed for Mr. Ayat consists of the following:
|
|
|
|
|
Unfunded credits to the Schlumberger Restoration Savings Plan
|
|
$
|
63,795
|
|
Contributions to Schlumberger 401(k) Plan
|
|
|
8,250
|
|
TOTAL
|
|
$
|
72,045
|
(7)
|
The amount disclosed for Mr. Belani consists of the following:
|
|
|
|
|
Unfunded matching credits to the Schlumberger Restoration Savings Plan
|
|
$
|
56,833
|
|
Contributions to Schlumberger 401(k) Plan
|
|
|
8,250
|
|
TOTAL
|
|
$
|
65,083
|
(8)
|
The amount disclosed for Mr. Gatt Floridia consists of the following:
|
|
|
|
|
Unfunded credits to the Schlumberger Restoration Savings Plan
|
|
$
|
98,094
|
|
Contributions to Schlumberger 401(k) Plan
|
|
|
16,500
|
|
Perquisites:
|
|
|
|
|
Mobility Payment
|
|
|
40,000
|
|
Relocation Allowance
|
|
|
30,000
|
|
Temporary Living Allowance
|
|
|
6,000
|
|
Vacation Travel Allowance
|
|
|
6,729
|
|
Children’s Education
|
|
|
19,261
|
|
Housing Allowance
|
|
|
101,022
|
|
Relocation Fees
|
|
|
4,444
|
|
Expatriate Tax Assistance
|
|
|
1,233
|
|
TOTAL
|
|
$
|
323,283
|
(9)
|
The amount disclosed for Mr. Al Mogharbel consists of the following:
|
|
|
|
|
Unfunded credits to the Schlumberger Restoration Savings Plan
|
|
$
|
97,273
|
|
Contributions to Schlumberger 401(k) Plan
|
|
|
16,500
|
|
Perquisites:
|
|
|
|
|
Vacation Travel Allowance
|
|
|
42,603
|
|
Children’s Education
|
|
|
127,846
|
|
TOTAL
|
|
$
|
284,222
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
50
|
Grants of Plan-Based Awards for Fiscal Year 2018
The following table provides
additional information about stock and option awards and equity incentive plan awards granted to our named executive officers in
2018.
|
|
|
|
|
|
Estimated Possible
Payouts
Under Non-Equity Incentive
Plan Awards
(2)
|
|
|
Estimated Possible
Payouts
Under Equity Incentive
Plan Awards
(3)
|
|
|
All Other
Stock
Awards:
Number
|
|
|
All Other
Option
Awards:
Number of
|
|
|
Exercise
or Base
|
|
|
Full
Grant Date
Fair Value
|
|
Name
|
|
Award
Type
(1)
|
|
Grant
Date
|
|
Threshold
($)
|
|
|
Target
($)
|
|
|
Maximum
($)
|
|
|
Threshold
(#)
|
|
|
Target
(#)
|
|
|
|
Maximum
(#)
|
|
|
|
of Shares
of Stock
or Units
(#)
|
|
|
Securities
Underlying
Options
(#)
|
|
|
Price of
Option
Awards
($/Sh)
|
|
|
of Stock and
Option
Awards
($)
|
|
P. Kibsgaard
|
|
|
|
|
|
|
1,059,000
|
|
|
|
2,775,000
|
|
|
|
6,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FCF PSU
|
|
1/17/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,000
|
|
|
|
205,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,001,580
|
|
|
|
ROCE PSU
|
|
1/17/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,100
|
|
|
|
210,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,997,171
|
|
S. Ayat
|
|
|
|
|
|
|
353,000
|
|
|
|
925,000
|
|
|
|
2,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FCF PSU
|
|
1/17/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,300
|
|
|
|
68,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,998,087
|
|
|
|
ROCE PSU
|
|
1/17/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,000
|
|
|
|
70,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,996,680
|
|
A. Belani
|
|
|
|
|
|
|
317,700
|
|
|
|
832,500
|
|
|
|
1,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FCF PSU
|
|
1/17/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,600
|
|
|
|
61,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,800,474
|
|
|
|
ROCE PSU
|
|
1/17/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,200
|
|
|
|
63,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,797,012
|
|
A. Gatt Floridia
|
|
|
|
|
|
|
294,461
|
|
|
|
771,604
|
|
|
|
1,668,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FCF PSU
|
|
1/17/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,900
|
|
|
|
54,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,602,861
|
|
|
|
ROCE PSU
|
|
1/17/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,400
|
|
|
|
56,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,597,344
|
|
K. Al Mogharbel
|
|
|
|
|
|
|
294,461
|
|
|
|
771,604
|
|
|
|
1,668,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FCF PSU
|
|
1/17/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,900
|
|
|
|
54,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,602,861
|
|
|
|
ROCE PSU
|
|
1/17/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,400
|
|
|
|
56,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,597,344
|
|
(1)
|
All equity awards to our NEOs
in 2018 were in the form of PSUs. All such PSUs were awarded under our 2013 Omnibus Stock Incentive Plan.
|
(2)
|
These columns show the possible payouts for each NEO for fiscal year 2018. Possible payouts are performance-driven. Threshold, target and maximum potential payouts are based on the annual cash incentive range established for each NEO, which is expressed as a percentage of base salary for the year.
|
|
Actual cash incentive amounts earned for 2018 are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For information regarding the annual cash incentive paid to our NEOs with respect to 2018 performance, see “Compensation Discussion and Analysis—Elements of Total Direct Compensation; 2018 Decisions—Annual Cash Incentive Awards” beginning on page 34.
|
(3)
|
See “Compensation
Discussion and Analysis—Elements of Total Direct Compensation; 2018 Decisions—Long-Term Equity Incentive
Awards” beginning on page 38 for a detailed description of our PSUs, including the criteria to be applied
in determining vesting of PSUs. See also “—Potential Payments Upon Termination or Change in Control for
Fiscal Year 2018—Termination of Employment—PSUs” and “—Potential Payments Upon Termination
or Change in Control for Fiscal Year 2018—Change in Control—PSUs and RSUs,” beginning on
page 61. We valued the PSUs by multiplying the number of PSUs (at threshold, target or maximum, as applicable) by
$73.19 for the January FCF PSUs and $71.31 for the January ROCE PSUs, the applicable grant date fair values for the
PSUs. “Target” represents the number of PSUs awarded in 2018, and “Maximum” reflects the
highest possible payout (250% of the grant). The award agreements under which the PSUs were issued provide that no
PSUs will vest unless a specified threshold level of performance is achieved. Vested PSUs are paid in shares of our
common stock, and the payout, if any, with respect to PSUs will occur at the end of the performance period
(January 2018 through December 2020 for the ROCE PSUs and January 2018 through December 2019 for the FCF PSUs),
and is calculated in the manner described in the sections of the CD&A entitled “LTI Grants to our
NEOs in 2018—2018 ROCE PSUs: Performance Measure and Goals” and “LTI Grants to our
NEOs in 2018—2018 Free Cash Flow PSUs: Performance Measure and Goals,” beginning on page 41.
PSUs do not accrue dividends or dividend equivalents prior to vesting.
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
51
|
Outstanding Equity Awards at Fiscal Year-End 2018
The following table provides
information regarding unexercised stock options outstanding and outstanding PSU and RSU awards for each of our NEOs as of December
31, 2018.
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Option/
PSU/RSU
Grant Date
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
(1)
|
|
Number of
Securities
Underlying
Unexercised
Option
Unexercisable
(#)
|
(1)
|
|
Option
Exercise
Price
($)
|
|
|
Option
Expiration
Date
|
|
Number
of Shares
or Units
of Stock
That Have
Not
Vested
(#)
|
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
(2)
|
|
Equity
Incentive
Plan Awards
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
|
|
|
Equity
Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested
($)
|
(2)
|
P. Kibsgaard
|
|
1/21/2010
|
|
|
9,400
|
|
|
|
0
|
|
|
|
68.505
|
|
|
1/21/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/4/2010
|
|
|
12,800
|
|
|
|
0
|
|
|
|
63.760
|
|
|
2/4/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/20/2011
|
|
|
138,000
|
|
|
|
0
|
|
|
|
83.885
|
|
|
1/20/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/21/2011
|
|
|
125,000
|
|
|
|
0
|
|
|
|
89.995
|
|
|
7/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/19/2012
|
|
|
257,400
|
|
|
|
0
|
|
|
|
72.110
|
|
|
1/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/17/2013
|
|
|
184,800
|
|
|
|
0
|
|
|
|
73.250
|
|
|
1/17/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/16/2014
|
|
|
159,200
|
|
|
|
39,800
|
|
|
|
88.765
|
|
|
1/16/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/15/2015
|
|
|
159,600
|
|
|
|
106,400
|
|
|
|
77.795
|
|
|
1/15/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/21/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
107,100
|
(3)
|
|
|
3,864,168
|
|
|
|
1/21/2016
|
|
|
170,400
|
|
|
|
255,600
|
|
|
|
61.920
|
|
|
1/21/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,900
|
(4)
|
|
|
2,594,152
|
|
|
|
1/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,600
|
(5)
|
|
|
2,655,488
|
|
|
|
1/17/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,000
|
(6)
|
|
|
2,958,560
|
|
|
|
1/17/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,100
|
(7)
|
|
|
3,034,328
|
|
S. Ayat
|
|
1/21/2010
|
|
|
95,000
|
|
|
|
0
|
|
|
|
68.505
|
|
|
1/21/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/20/2011
|
|
|
188,000
|
|
|
|
0
|
|
|
|
83.885
|
|
|
1/20/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/19/2012
|
|
|
137,000
|
|
|
|
0
|
|
|
|
72.110
|
|
|
1/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/17/2013
|
|
|
80,000
|
|
|
|
0
|
|
|
|
73.250
|
|
|
1/17/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/16/2014
|
|
|
52,800
|
|
|
|
13,200
|
|
|
|
88.765
|
|
|
1/16/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/15/2015
|
|
|
53,400
|
|
|
|
35,600
|
|
|
|
77.795
|
|
|
1/15/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/21/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,700
|
(3)
|
|
|
1,288,056
|
|
|
|
1/21/2016
|
|
|
56,800
|
|
|
|
85,200
|
|
|
|
61.920
|
|
|
1/21/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,000
|
(4)
|
|
|
865,920
|
|
|
|
1/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,500
|
(5)
|
|
|
883,960
|
|
|
|
10/18/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
(8)
|
|
|
721,600
|
|
|
|
|
|
|
|
|
|
|
|
1/17/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,300
|
(6)
|
|
|
984,984
|
|
|
|
1/17/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,000
|
(7)
|
|
|
1,010,240
|
|
A. Belani
|
|
1/22/2009
|
|
|
125,000
|
|
|
|
0
|
|
|
|
37.845
|
|
|
1/22/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/21/2010
|
|
|
59,000
|
|
|
|
0
|
|
|
|
68.505
|
|
|
1/21/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/20/2011
|
|
|
51,600
|
|
|
|
0
|
|
|
|
83.885
|
|
|
1/20/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/19/2012
|
|
|
127,000
|
|
|
|
0
|
|
|
|
72.110
|
|
|
1/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/17/2013
|
|
|
72,000
|
|
|
|
0
|
|
|
|
73.250
|
|
|
1/17/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/16/2014
|
|
|
48,000
|
|
|
|
12,000
|
|
|
|
88.765
|
|
|
1/16/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/15/2015
|
|
|
48,000
|
|
|
|
32,000
|
|
|
|
77.795
|
|
|
1/15/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/21/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,100
|
(3)
|
|
|
1,158,168
|
|
|
|
1/21/2016
|
|
|
51,200
|
|
|
|
76,800
|
|
|
|
61.920
|
|
|
1/21/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/20/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
(9)
|
|
|
541,200
|
|
|
|
|
|
|
|
|
|
|
|
1/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,600
|
(4)
|
|
|
779,328
|
|
|
|
1/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,100
|
(5)
|
|
|
797,368
|
|
|
|
10/18/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
(8)
|
|
|
721,600
|
|
|
|
|
|
|
|
|
|
|
|
1/17/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,600
|
(6)
|
|
|
887,568
|
|
|
|
1/17/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,200
|
(7)
|
|
|
909,216
|
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
52
|
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Option/
PSU/RSU
Grant Date
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
(1)
|
|
Number of
Securities
Underlying
Unexercised
Option
Unexercisable
(#)
|
(1)
|
|
Option
Exercise
Price
($)
|
|
|
Option
Expiration
Date
|
|
Number
of Shares
or Units
of Stock
That Have
Not
Vested
(#)
|
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
(2)
|
|
Equity
Incentive
Plan Awards
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
|
|
|
Equity
Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested
($)
|
(2)
|
A. Gatt Floridia
|
|
1/21/2010
|
|
|
30,000
|
|
|
|
0
|
|
|
|
68.505
|
|
|
1/21/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/20/2011
|
|
|
30,000
|
|
|
|
0
|
|
|
|
83.885
|
|
|
1/20/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/21/2011
|
|
|
20,000
|
|
|
|
0
|
|
|
|
89.995
|
|
|
7/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/19/2012
|
|
|
62,000
|
|
|
|
0
|
|
|
|
72.110
|
|
|
1/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/17/2013
|
|
|
50,000
|
|
|
|
0
|
|
|
|
73.250
|
|
|
1/17/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/16/2014
|
|
|
42,400
|
|
|
|
10,600
|
|
|
|
88.765
|
|
|
1/16/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/15/2015
|
|
|
42,600
|
|
|
|
28,400
|
|
|
|
77.795
|
|
|
1/15/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/21/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,600
|
(3)
|
|
|
1,031,888
|
|
|
|
1/21/2016
|
|
|
45,600
|
|
|
|
68,400
|
|
|
|
61.920
|
|
|
1/21/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/20/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
(9)
|
|
|
541,200
|
|
|
|
|
|
|
|
|
|
|
|
1/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,200
|
(4)
|
|
|
692,736
|
|
|
|
1/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,600
|
(5)
|
|
|
707,168
|
|
|
|
10/18/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
(8)
|
|
|
721,600
|
|
|
|
|
|
|
|
|
|
|
|
1/17/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,900
|
(6)
|
|
|
790,152
|
|
|
|
1/17/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,400
|
(7)
|
|
|
808,192
|
|
K. Al Mogharbel
|
|
1/22/2009
|
|
|
1,600
|
|
|
|
0
|
|
|
|
37.845
|
|
|
1/22/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/19/2012
|
|
|
15,000
|
|
|
|
0
|
|
|
|
72.110
|
|
|
1/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/18/2013
|
|
|
20,000
|
|
|
|
0
|
|
|
|
70.925
|
|
|
4/18/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/18/2013
|
|
|
50,000
|
|
|
|
0
|
|
|
|
78.305
|
|
|
7/18/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/16/2014
|
|
|
42,400
|
|
|
|
10,600
|
|
|
|
88.765
|
|
|
1/16/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/15/2015
|
|
|
42,600
|
|
|
|
28,400
|
|
|
|
77.795
|
|
|
1/15/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/21/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,600
|
(3)
|
|
|
1,031,888
|
|
|
|
1/21/2016
|
|
|
45,600
|
|
|
|
68,400
|
|
|
|
61.920
|
|
|
1/21/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/20/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
(9)
|
|
|
541,200
|
|
|
|
|
|
|
|
|
|
|
|
1/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,600
|
(4)
|
|
|
692,736
|
|
|
|
1/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,200
|
(5)
|
|
|
707,168
|
|
|
|
10/18/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
(8)
|
|
|
721,600
|
|
|
|
|
|
|
|
|
|
|
|
1/17/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,900
|
(6)
|
|
|
790,152
|
|
|
|
1/17/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,400
|
(7)
|
|
|
808,192
|
|
(1)
|
Stock options granted after January 2006 and prior to April 2013 vest ratably over five years (except for options granted to employees in France, which vest all at once (“cliff” vesting) after four years. All stock options granted from and after April 2013 vest ratably over five years.
|
(2)
|
Market value equal to the product of (x) $36.08, the closing price of Schlumberger’s common stock at December 31, 2018, and (y) the number of unvested PSUs or RSUs, as applicable, reflected in the previous column.
|
(3)
|
Reflects the target number of
three-year PSUs that were issued in January 2016 and that are scheduled to vest on January 18, 2019, subject to the
achievement of performance conditions.
|
(4)
|
Reflects the target number of
FCF PSUs that were issued in January 2017 and that are scheduled to vest on January 18, 2019, subject to the achievement of
performance conditions.
|
(5)
|
Reflects the target number of ROCE PSUs that were issued in January 2017 and that will vest, if at all, on January 17, 2020, subject to the achievement of performance conditions.
|
(6)
|
Reflects the target number of FCF PSUs that were issued in January 2018 and that will vest, if at all, on January 17, 2020, subject to the achievement of performance conditions.
|
(7)
|
Reflects the target number of ROCE PSUs that were issued in January 2018 and that will vest, if at all, on January 22, 2021, subject to the achievement of performance conditions.
|
(8)
|
Reflects the number of three-year RSUs that were issued in October 2017 and that will vest on October 18, 2020, subject to continued employment with the Company.
|
(9)
|
Reflects the number of three-year RSUs that were issued in July 2016 and that will vest on July 20, 2019, subject to continued employment with the Company.
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
53
|
Option Exercises and Stock Vested for Fiscal Year
2018
The following table sets
forth certain information with respect to stock options exercised, and PSUs and RSUs that vested during 2018 for our NEOs.
|
Option Awards
|
|
Stock Awards
|
Name
(a)
|
Number of Shares
Acquired on Exercise
(#)
(b)
|
Value Realized
on Exercise
($)
(c)
|
|
Number of Shares
Acquired on Vesting
(#)
(d)
|
Value Realized
on Vesting
($)
(e)
|
P. Kibsgaard
|
0
|
0
|
|
0
|
0
|
S. Ayat
|
125,000
|
3,169,375
|
|
0
|
0
|
A. Belani
|
0
|
0
|
|
0
|
0
|
A. Gatt Floridia
|
0
|
0
|
|
0
|
0
|
K. Al Mogharbel
|
0
|
0
|
|
0
|
0
|
Pension Benefits for Fiscal Year 2018
Schlumberger maintains the
following pension plans for its named executive officers and other employees, which provide for lifetime pensions upon retirement,
based on years of service:
•
|
Schlumberger Limited Pension Plan (“SLB Pension Plan”);
|
•
|
Schlumberger Technology Corporation Pension Plan (“STC Pension Plan”);
|
•
|
Schlumberger Pension Plan for U.S. Taxpayers Employed Abroad (“SLB USAB Pension Plan”);
|
•
|
Schlumberger Limited Supplementary Benefit Plan (“SLB Supplementary Plan”);
|
•
|
Schlumberger Technology Corporation Supplementary Benefit Plan (“STC Supplementary Plan”);
|
•
|
Schlumberger French Supplementary Pension Plan (“SLB French Supplementary Plan”); and
|
•
|
Schlumberger International Staff Pension Plan (“SLB International Staff Pension Plan”).
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
54
|
The following table and
narrative disclosure set forth certain information with respect to pension benefits payable to the named executive officers.
Name
|
Plan Name
|
Number of Years
of Credited
Service (#)
|
(1)
|
Present Value of
Accumulated
Benefits ($)
|
(2)
|
Payments
During Last
Fiscal Year
|
P. Kibsgaard
|
SLB Pension Plan
|
10.75
|
|
605,254
|
|
0
|
|
STC Pension Plan
|
5.00
|
|
245,870
|
|
0
|
|
SLB Supplementary Plan
|
10.75
|
|
8,911,924
|
|
0
|
|
STC Supplementary Plan
|
4.25
|
|
348,604
|
|
0
|
|
SLB International Staff Pension Plan
|
3.20
|
|
327,659
|
|
0
|
S. Ayat
|
SLB Pension Plan
|
12.25
|
|
845,870
|
|
0
|
|
STC Pension Plan
|
0.75
|
|
68,490
|
|
0
|
|
SLB Supplementary Plan
|
12.25
|
|
5,035,417
|
|
0
|
|
STC Supplementary Plan
|
0.50
|
|
4,954
|
|
0
|
|
SLB French Supplementary Plan
|
0.75
|
|
179,711
|
|
0
|
|
SLB International Staff Pension Plan
|
10.60
|
|
786,249
|
|
0
|
A. Belani
|
SLB Pension Plan
|
13.75
|
|
1,064,830
|
|
0
|
|
STC Pension Plan
|
2.58
|
|
50,005
|
|
0
|
|
SLB Supplementary Plan
|
13.75
|
|
4,760,502
|
|
0
|
|
STC Supplementary Plan
|
2.58
|
|
122,074
|
|
0
|
|
SLB International Staff Pension Plan
|
10.00
|
|
602,541
|
|
0
|
A. Gatt Floridia
|
SLB French Supplementary Plan
|
2.83
|
|
893,788
|
|
0
|
|
SLB International Staff Pension Plan
|
15.92
|
|
2,789,129
|
|
0
|
K. Al Mogharbel
|
SLB International Staff Pension Plan
|
16.20
|
|
1,312,037
|
|
0
|
(1)
|
The Company does not grant and does not expect to grant extra years of credited service to its named executive officers under the pension plans. The “Number of Years of Credited Service” column reflects each named executive officer’s actual years of service as a participant in each plan.
|
(2)
|
The present value of accumulated benefits is calculated using the RP 2014 with Generational Scale SSA Mortality Table and a discount rate of 4.30% at December 31, 2018. Retirement in each case is assumed to be the earlier of normal retirement age or December 31, 2018 if the named executive officer is employed after normal retirement age, or, as to Schlumberger’s U.S. plans, the date that the sum of the named executive officer’s age plus years of service has reached, or is expected to reach, 85, but not before the named executive officer reaches age 55. Additional assumptions used by the Company in calculating the present value of accumulated benefits are incorporated herein by reference to Note 18, “Pension and other Benefit Plans” to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2018.
|
Tax-Qualified Pension Plans
The SLB Pension Plan,
the STC Pension Plan and the SLB USAB Pension Plan are all U.S. tax-qualified pension plans. The SLB Pension Plan and the STC
Pension Plan have substantially identical terms. The SLB USAB Pension Plan, the material terms of which are described below,
has similar, but not identical, terms. Employees may participate in any one of these plans in the course of their careers
with Schlumberger, in which case they become entitled to a pension from each such plan based upon the benefits accrued during
the years of service related to such plan. These plans are funded through cash contributions made by the Company and its
subsidiaries based on actuarial valuations and regulatory requirements. Benefits under these plans are based on an
employee’s admissible compensation (generally base salary and cash incentive) for each year in which an employee
participates in the plan, and the employee’s length of service with Schlumberger.
Since January 1, 1989, the
benefit earned under the SLB Pension Plan and the STC Pension Plan has been 1.5% of admissible compensation for service prior to
the employee’s completion of 15 years of active service and 2% of admissible compensation for service after completion of
15 years of active service. Since 2009, the benefit earned under the SLB USAB Pension Plan has been 3.5% of admissible compensation
for all service. Normal retirement under these plans is at age 65; however, early retirement with a reduced benefit is possible
at age 55 or as early as age 50 with 20 years of service. Additionally, under the “rule of 85,” an employee or executive
officer who terminates employment after age 55 and whose combined age and service is 85 or more, is eligible for retirement with
an unreduced pension. Messrs. Ayat and Belani are eligible for retirement with an unreduced pension under the rule of 85. The benefits
are usually paid as a lifetime annuity.
In 2004, we amended the
SLB Pension Plan and the STC Pension Plan to generally provide that employees hired on or after October 1, 2004 would not be eligible
to participate. Newly-hired employees are eligible to participate in an enhanced defined contribution plan, which provides a Company
contribution, depending on an employee’s 401(k) contribution and the profitability of the Company in a given year.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
55
|
Schlumberger Supplementary Benefit Plans—Nonqualified
Pension
The SLB Supplementary
Plan and the STC Supplementary Plan each provide non-tax-qualified pension benefits. Each of these plans, which have substantially
identical terms, provides an eligible employee with benefits equal to the benefits that the employee is unable to receive under
the applicable qualified pension plan due to the U.S. Internal Revenue Code of 1986, as amended (the “Code”), limits
on (i) annual compensation that can be taken into account under qualified plans and (ii) annual benefits that can be provided
under qualified plans.
The retirement
age under nonqualified pension plans is the same as under the tax-qualified pension plans. These benefits are subject to
forfeiture if the employee leaves the Company or its subsidiaries before the age of 50 with five years of service, engages in
certain dishonest acts or has violated a confidentiality arrangement involving the Company or its affiliates. Messrs.
Ayat and Belani are eligible for retirement with an unreduced pension under the rule of 85, described above. Nonqualified
plan reduced benefits are paid to an employee upon separation from service, provided the employee has attained the age of 55,
or if earlier, the age of 50 with 20 years of service. Payment is made as a joint and survivor annuity,if married; otherwise,
payment is made as a life-only annuity. Payment to key employees is delayed six months following separation from service.
These nonqualified plan benefits are payable in cash from the Company’s general assets and are intended to qualify as
“excess benefit plans” exempt from certain requirements of Title I of the Employee Retirement Income Security Act
of 1974 (ERISA).
French Supplementary Pension Plan
Effective January 2006,
the Company adopted the SLB French Supplementary Plan for exempt employees in France. The plan complements existing national plans
and provides a pension beginning after age 60 when an employee retires from Schlumberger and is eligible for a French state pension
under the current rules at the time of retirement. The benefit is equivalent to 1.5% of admissible compensation (generally base
salary and cash incentive) above the earnings cap for fewer than 15 years of service and 2% of admissible compensation for more
than 15 years of service. No employee contributions are required or permitted. The benefit is paid as a lifetime annuity. If an
eligible employee were to leave the Company before the minimum age of 60 to receive his or her French pension, then the employee
would not receive a benefit under the plan. If the eligible employee is terminated after age 55, is not subsequently employed
and is otherwise entitled to a French pension, then the employee would receive a benefit under the plan. The Company does not
grant and does not expect to grant extra years of credited service under the supplementary pension plans to its named executive
officers.
International Staff Pension Plan
Recognizing the need
to maintain a high degree of mobility for certain of the Company’s employees who otherwise would be unable to accumulate
any meaningful pension because they are required to work in many different countries, the Company maintains the SLB International
Staff Pension Plan for such employees. All of the Company’s named executive officers have either been in the SLB International
Staff Plan at some time during their career prior to becoming an executive officer or are in the plan because of their current
assignment. This plan provides for a lifetime annuity upon retirement based on a specified number of years of service. The plan
is funded through cash contributions made by the Company or its subsidiaries, along with mandatory contributions by employees.
Prior to January
2010, benefits under this plan were based on a participant’s admissible compensation (base salary, geographical or
rotational coefficient, as applicable, and cash incentive) for each year in which the employee participated in the plan and
the employee’s length of service. The benefit earned up to December 31, 2009 is 2.4% of admissible compensation prior
to completion of 15 years of service, and 3.2% of admissible compensation for each year of service after 15 years. Following
the completion of 20 years of service, the benefit earned with respect to the first 15 years of service is increased to 3.2%.
Benefits are payable upon normal retirement age, at or after age 55, or upon early retirement with a reduction, at or after
age 50 with 20 years of service. Messrs. Ayat and Belani are eligible for normal retirement with no reduction.
Since January 1, 2010,
the benefit earned has been equal to 3.5% of admissible compensation regardless of an employee’s years of service. Benefits
earned on or after this date are payable upon normal retirement age, at or after age 60, or upon early retirement with a reduction,
at or after age 55.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
56
|
Nonqualified Deferred Compensation for Fiscal
Year 2018
The following
table and narrative disclosure set forth certain information with respect to nonqualified deferred compensation payable to the
NEOs.
|
|
Executive
|
|
Company
|
|
Aggregate
|
|
Aggregate
|
|
Aggregate
|
|
|
|
Contributions
|
|
Contributions
|
|
Earnings
|
|
Withdrawals/
|
|
Balance at
|
|
|
|
in Last FY
|
|
in Last FY
|
|
in Last FY
|
|
Distributions
|
|
Last FYE
|
|
Name
|
Plan Name
|
($)
|
(1)
|
($)
|
(2)
|
($)
|
|
($)
|
|
($)
|
(3)
|
P. Kibsgaard
|
SLB Supplementary Plan
|
0
|
|
0
|
|
48,160
|
|
0
|
|
1,174,085
|
|
|
SLB Restoration Savings Plan
|
0
|
|
0
|
|
1,052
|
|
0
|
|
91,403
|
|
|
International Staff Plan
|
0
|
|
0
|
|
(7,010)
|
|
0
|
|
140,216
|
|
S. Ayat
|
SLB Supplementary Plan
|
0
|
|
0
|
|
22,006
|
|
0
|
|
676,592
|
|
|
SLB Restoration Savings Plan
|
637,950
|
|
63,795
|
|
633,437
|
|
0
|
|
2,821,872
|
|
|
International Staff Plan
|
0
|
|
0
|
|
(77,598)
|
|
0
|
|
1,608,161
|
|
A. Belani
|
SLB Supplementary Plan
|
0
|
|
0
|
|
16,198
|
|
0
|
|
604,290
|
|
|
SLB Restoration Savings Plan
|
113,667
|
|
56,833
|
|
204,229
|
|
0
|
|
2,883,581
|
|
|
International Staff Plan
|
0
|
|
0
|
|
(137,824)
|
|
0
|
|
1,034,111
|
|
A. Gatt Floridia
|
STC Supplementary Plan
|
0
|
|
0
|
|
(1,608)
|
|
0
|
|
17,331
|
|
|
STC Restoration Savings Plan
|
46,394
|
|
98,094
|
|
129,715
|
|
0
|
|
129,715
|
|
|
International Staff Plan
|
0
|
|
0
|
|
2,366
|
|
0
|
|
686,181
|
|
K. Al Mogharbel
|
STC Supplementary Plan
|
0
|
|
0
|
|
21,366
|
|
0
|
|
120,167
|
|
|
STC Restoration Savings Plan
|
405,304
|
|
97,273
|
|
517,992
|
|
0
|
|
1,214,699
|
|
|
International Staff Plan
|
0
|
|
0
|
|
(26,869)
|
|
0
|
|
537,429
|
|
(1)
|
The amounts reported in the “Executive Contributions in Last FY” column represent elective
contributions of a portion of a named executive officer’s base salary and non-equity incentive plan compensation to
the SLB Restoration Savings Plan or STC Restoration Savings Plan (which amounts are also included as 2018 “Salary”
and 2018 “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table).
|
(2)
|
The amounts reported in the “Company Contributions in Last FY” column represent Schlumberger’s contributions
to each named executive officer’s SLB Supplementary Plan, SLB Restoration Savings Plan, STC Supplementary Plan, STC
Restoration Savings Plan and International Staff Plan accounts, as applicable, which amounts are also reported as 2018
“All Other Compensation” in the Summary Compensation Table.
|
(3)
|
The amounts reported in the “Aggregate Balance at Last FYE” column represent balances from the SLB Restoration
Savings Plan, the STC Restoration Savings Plan, the STC Supplementary Plan, the SLB Supplementary Plan and the International
Staff Plan, and include various amounts previously reported in the Summary Compensation Table as All Other Compensation.
|
SLB Supplementary Benefit Plan—Non-Qualified
Profit Sharing
The SLB
Supplementary Plan provides certain non-tax-qualified defined contribution benefits for eligible employees, including named
executive officers. Schlumberger Technology Corporation, an indirect wholly-owned subsidiary, maintains the STC Supplementary
Plan with substantially identical terms.
The
SLB Supplementary Plan and the STC Supplementary Plan provide an eligible employee with discretionary Company profit
sharing contributions that are not permissible under the applicable tax-qualified plan due to Code limits on (1) annual
compensation that can be taken into account under the qualified plan and (2) annual benefits that can be provided under the
qualified plan. These nonqualified plan benefits are credited with earnings and losses as if they were invested in the
qualified plan, with the same employee investment elections as the qualified plan. An employee forfeits all rights under the
non-qualified plans if the employee terminates employment before completing four years of service, engages in certain
dishonest acts or has violated a confidentiality arrangement involving the Company or its affiliates. These nonqualified plan
benefits are paid in a lump-sum payment following the end of the year in which the employee terminates active service, or the
employee can elect to receive payment in installments of five or ten years following the termination of service. If the
employee dies before full payment of these benefits, the unpaid benefits are paid in a lump sum to the beneficiaries
designated under the applicable qualified plan. Payment to key employees is delayed six months following separation from
service.
SLB Restoration Savings Plan
The SLB Restoration
Savings Plan, a non-qualified deferred compensation plan, provides certain defined contribution benefits for the named executive
officers and other eligible employees. The SLB Restoration Savings Plan allows an eligible employee to defer compensation (and
receive an associated employer match) that the employee cannot defer under the applicable tax-qualified plan because of Code limits
on the amount of compensation that can be taken into account. Schlumberger Technology Corporation maintains the STC Restoration
Savings Plan with substantially identical terms.
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Limited
2019 Proxy Statement
|
|
57
|
An
eligible employee may elect in advance to defer a percentage (from 1% to 50%) of his or her compensation (generally base
salary and cash incentive) over the Code annual compensation limits. The election cannot be changed during the year. The
Company makes an annual matching contribution with respect to each employee’s deferrals for a year, if the employee is
still employed by the Company or an affiliate on the last day of the year. For employees who participate in a Schlumberger
pension plan, the amount of the matching contribution is equal to one-half of the first 6% deferred by the employee in
profitable years. For employees who do not participate in a Schlumberger pension plan, the matching contribution is 100% of
the first 6% deferred by the employee. The match is made each payroll period and is not contingent on profitability of the
Company. Employees’ accounts are credited with earnings, calculated to mirror the earnings of the relevant funds under
the Schlumberger Master Profit Sharing Trust as chosen by the employee. If the employee is eligible for the SLB Savings and
Profit Sharing Plan, matching contributions and related earnings vest based on the employee’s years of service, as
follows:
2 years
|
33 ⅓% vested
|
3 years
|
66 ⅔% vested
|
4 years
|
100% vested
|
If the employee
is eligible for the SLB Savings and Profit Sharing Plan for U.S. Taxpayers Employed Abroad, matching contributions and related
earnings vest based on the employee’s years of service, as follows:
2 years
|
20% vested
|
3 years
|
40% vested
|
4 years
|
60% vested
|
5 years
|
80% vested
|
6 years
|
100% vested
|
An employee’s
account fully vests on his or her death, his or her 60
th
birthday or plan termination. An employee’s vested account
balance is paid in a single lump sum (subject to tax withholding) following the participant’s death, qualifying disability,
retirement or other qualifying termination of employment or the employee can elect to receive payment in installments of five
or ten years for contributions made after June 30, 2017, following the termination of employment. However, an employee forfeits
all benefits under the plan if a determination is made that the employee has engaged in certain dishonest acts or violated a confidentiality
arrangement involving Schlumberger or its affiliates. Payment to key employees is delayed six months following separation from
service.
SLB International Staff Profit-Sharing Plan
Schlumberger
maintains the SLB International Staff Profit-Sharing Plan, which provides for an annual employer contribution based on
admissible compensation (base salary, geographical or rotational coefficient, as applicable, and cash incentive). Amounts
allocated to the participants’ accounts share in investment gains and/or losses of the trust fund and are generally
distributed in a lump sum upon the satisfaction of certain conditions on termination of employment. Benefits earned under the
SLB International Staff Profit-Sharing Plan will be forfeited upon a determination by the SLB International Staff
Profit-Sharing Plan’s administrator that the employee’s separation from service was due to circumstances of fraud
or misconduct detrimental to the Company, an affiliate or any customer.
Pay Ratio of CEO to Median Employee
The following information
is a reasonable estimate of the annual total compensation of our employees as relates to the 2018 total compensation of our CEO.
Based on the methodology described below, our CEO’s 2018 total compensation was 216 times that of our median employee.
To calculate
the ratio above, we used an employee in the same pay grade and in a similar position to the median employee that we had
identified as of October 1, 2017. We believe there have been no changes in our employee population or our
compensation arrangements in 2018 that would result in a material change in our pay ratio disclosure or our median employee.
However, we did not use the same median employee for 2018 as we did in 2017, because the employee used in 2017 for our pay
ratio disclosure was promoted.
As in 2017, our
median employee was a full-time, salaried employee working in Colombia as a Field Engineer. We calculated all of the elements
of that employee’s compensation for 2018 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. We
converted the compensation of the median employee using a blended exchange rate representing the average exchange rate from
January 1, 2018 to December 31, 2018, resulting in an exchange rate of 2,969 Colombian Pesos to each U.S. dollar. The
resulting annual total compensation or our median employee was $75,134. With respect to the 2018 total compensation of our
CEO, we used $16,199,200, being the amount reported in the “Total” column of our 2018 Summary Compensation Table
included in this proxy statement.
Potential Payments Upon Termination or Change
in Control for Fiscal Year 2018
No Additional Payments Upon Termination or Change
in Control
Our named executive
officers generally receive the same benefits as our other employees. As is the case with other compensation arrangements, any differences
are generally due to local (country-specific) requirements. In line with this practice, our named executive officers do not have
employment agreements, “golden parachutes” or change in control agreements. The Company’s executive officers
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|
58
|
serve at the will of the Board, which enables the Company to
terminate their employment using judgment as to the terms of any severance arrangement and based on specific circumstances at the
time they cease being executive officers.
All employees
who receive equity awards, including our NEOs, are subject to the same terms and conditions in the event of a termination or change
in control, except for certain options that were assumed in connection with our acquisition of Cameron, none of which are held
by the NEOs.
Phased Retirement
Schlumberger has
a practice of phased retirement, which may be offered to executive officers (other than the CEO) approaching retirement, at
the discretion of the Company. See “Compensation Discussion and Analysis—Other Executive Benefits and
Policies—Retirement Practices” on page 47.
Termination of Employment
Stock Options
This section
summarizes the consequences for NEOs and other employees under our omnibus incentive plans and standard form of stock option award
agreement in the event an option holder’s employment terminates.
REASON FOR TERMINATION OF EMPLOYMENT
|
|
VESTING
|
|
POST-EMPLOYMENT EXERCISE PERIOD
|
Voluntary termination with consent of the Company or termination by the Company other than for cause
|
|
No additional vesting
|
|
Exercisable (to the extent exercisable at termination) at any time within three months after termination.
|
Termination by the Company for cause
|
|
None
|
|
Vested and unvested options forfeited immediately.
|
Disability
|
|
Full vesting
|
|
Exercisable at any time during the 60-month period after termination due to disability or during the remainder of the
option period, whichever is shorter.
|
Retirement (as defined in the applicable plan or award agreement)
|
|
Effective for grants after April 1, 2015, continued vesting as if still employed with the Company
|
|
Effective for grants on or after April 1, 2015, exercisable for 10 years from the original grant date.
|
Special Retirement (or Retirement for grants prior to April 1, 2015, in each case as defined in the applicable plan
or award agreement)
|
|
No additional vesting
|
|
Exercisable (to the extent exercisable at termination) at any time during the 60-month period after termination due to
retirement or during the remainder of the option period, whichever is shorter.
|
Death
|
|
Full vesting
|
|
Exercisable at any time during the 60-month period after termination due to death or during the remainder of the option
period, whichever is shorter.
|
Notwithstanding the
vesting and exercisability provisions described above, an option holder may forfeit his or her right to exercise stock options,
and may have certain prior option exercises rescinded, if he or she engages in “detrimental activity” within one year
after termination of employment (or five years after termination of employment in the event of retirement or disability).
If an option
holder dies following termination of employment, but during the period in which he or she would otherwise be able to exercise
the option, then the person entitled under the option holder’s will or by the applicable laws of descent and
distribution will be entitled to exercise an outstanding option until the earlier of (i) 60 months following the date of
his or her termination of employment or (ii) the expiration of the original term. Death following termination of employment
will not result in any additional vesting, so that the option will be exercisable to the extent provided in the matrix above
based on the circumstances of his or her termination of employment.
PSUs
This section summarizes
the consequences for NEOs holding PSUs granted under the Company’s 2010 Omnibus Stock Incentive Plan, 2013 Omnibus Stock
Incentive Plan and 2017 Omnibus Stock Incentive Plan and subject to the Company’s standard form of two-year PSU award or
three-year PSU award, as applicable, in the event the PSU holder’s employment
terminates.
Three-Year PSUs
All PSUs
awarded prior to January 1, 2016 are three-year PSUs, and are treated as follows upon the holder’s termination of
employment with the Company and its subsidiaries prior to the vesting date (i.e., the three-year anniversary of the grant
date)
.
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Limited
2019 Proxy Statement
|
|
59
|
|
•
|
If the holder’s employment terminates on account of special retirement, disability, or death or the holder ceases
to be employed in a PSU-eligible position, in each case on or after the first anniversary of the grant date, the holder will
vest on the regularly-scheduled vesting date in the number of PSUs determined by multiplying (i) the number of PSUs that would
have vested as determined based on satisfaction of the specified performance conditions had the holder’s employment
not terminated and (ii) a fraction, the numerator of which is the number of days that elapsed between the grant date and the
date of the holder’s termination of employment and the denominator of which is 1,095.
|
|
•
|
If an individual terminates employment for another reason, terminates employment on account of retirement, special retirement,
disability or death, or ceases to be employed in a PSU eligible position, in each case before the first anniversary of the
grant date, no additional vesting is provided and the individual will automatically forfeit all such PSUs without any additional
consideration on the part of the Company.
|
Three-year PSUs
granted after January 1, 2016 are treated as follows upon the holder’s termination of employment with the Company and its
subsidiaries prior to the vesting date (i.e., the third anniversary of the grant date).
|
•
|
If the holder’s employment terminates on account of disability or death, the target number of PSUs will immediately vest.
|
|
•
|
If the holder’s employment terminates on account of retirement or special retirement, the holder will vest on the regularly-scheduled vesting date with the number of PSUs determined as if the holder’s employment had not been terminated.
|
|
•
|
If an individual terminates employment for another reason, no additional vesting is provided and the individual will automatically forfeit all outstanding PSUs without any additional consideration on the part of the Company.
|
Two-Year PSUs
Two-year
PSUs are treated as follows upon the holder’s termination of employment with the Company and its subsidiaries prior to
the conversion date (the second anniversary of the grant date, when PSUs are converted, if at all, into shares of
restricted stock based on performance) or the vesting date (the first anniversary of the date that restricted shares are
received following the conversion date).
|
•
|
If the holder’s employment terminates on account of disability or death: (i) prior to the conversion date, the target number of PSUs will immediately convert into shares of common stock and such shares will not be subject to any transfer restrictions or (ii) after the conversion date but prior to the vesting date, the restricted shares will vest.
|
|
•
|
If the holder’s employment terminates on account of retirement or special retirement: (i) prior to the conversion date, the PSUs will convert into restricted stock on the regularly-scheduled conversion date with the number of PSUs determined as if the holder’s employment had not been terminated and the restricted stock will be subject to further transfer restrictions until the normal vesting date, or (ii) after the conversion date and before the vesting date, the restricted shares will not be forfeited but will continue to be subject to transfer restrictions until the normal vesting date as if the holder’s employment had not been terminated.
|
|
•
|
If an individual terminates employment for another reason, no additional vesting is provided and the individual will automatically forfeit all PSUs or restricted shares received on conversion of PSUs without consideration.
|
For
these purposes “retirement” is defined as termination of employment with the Company and its subsidiaries either
at or after (i) age 60 and completion of at least 25 years of service with the Company and its subsidiaries or (ii) age of 55
and completion of at least 20 years of service with the Company and its subsidiaries subject to the approval of
the Compensation Committee; “special retirement” is defined as termination of employment with the Company and
its subsidiaries either at or after (i) age 55 or (ii) age 50 and completion of at least 10 years of service with the Company
and all subsidiaries; and “disability” is defined as a disability (whether physical or mental impairment)
which totally and permanently incapacitates the holder from any gainful employment in any field which the holder is suited
by education, training, or experience, as determined by the Compensation Committee.
Change in Control
Stock Options
Pursuant
to Schlumberger’s omnibus incentive plans and standard form of stock option award agreement (other than awards issued
under the 2010 Omnibus Stock Incentive Plan, the 2013 Omnibus Stock Incentive Plan and the 2017 Omnibus Stock Incentive
Plan), in the event of any reorganization, merger or consolidation wherein Schlumberger is not the surviving corporation, or
upon the liquidation or dissolution of Schlumberger, all outstanding stock option awards will, unless alternate provisions
are made by Schlumberger in connection with the reorganization, merger or consolidation for the assumption of such awards,
become fully exercisable and vested, and all holders will be permitted to exercise their options for 30 days prior to the
cancellation of the awards as of the effective date of such event. Under our 2010 Omnibus Stock Incentive Plan, our 2013
Omnibus Stock Incentive Plan and 2017 Omnibus Stock Incentive Plan, the Compensation Committee retains the discretion to
adjust outstanding awards in the event of corporate transactions and outstanding options may be, but are not required to be,
accelerated upon such a transaction.
The following
table sets forth the intrinsic value of the unvested stock options held by each NEO as of December 31, 2018 that would become vested
upon the occurrence of death, disability or a change in control in which Schlumberger is not the surviving entity and alternative
provisions are not made for the assumption of awards, as described in the preceding paragraphs. Due to the number of factors that
affect the nature and amount of any benefits provided upon these
|
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2019 Proxy Statement
|
|
60
|
events, any amounts actually paid or distributed may be different.
Factors that could affect these amounts include the time during the year of any such event and the price of Schlumberger common
stock.
Name
|
Amount ($)
|
(1)
|
P. Kibsgaard
|
0
|
|
S. Ayat
|
0
|
|
A. Belani
|
0
|
|
A. Gatt Floridia
|
0
|
|
K. Al Mogharbel
|
0
|
|
(1)
|
Reflects that the closing price of Schlumberger common stock on December 31,
2018 ($36.08) was higher than the exercise price of some stock options held by the executive as of that date.
|
If Schlumberger
merges or consolidates with another entity and is the surviving entity, then a holder of stock options granted pursuant to Schlumberger’s
stock options plans will be entitled to receive, upon exercise or vesting, in lieu of the number of shares with respect to which
the award is exercisable or vested, the number and class of shares of stock or other securities that the holder would have been
entitled to receive under the terms of such merger or consolidation if, immediately prior to such event, such holder had been the
holder of record of the number of shares of Schlumberger common stock equal to the number of shares as to which such award is then
exercisable or vested.
PSUs and RSUs
Under our 2010
Omnibus Stock Incentive Plan, 2013 Omnibus Stock Incentive Plan and 2017 Omnibus Stock Incentive Plan, in the event of a merger,
consolidation, acquisition of property or stock, separation, spinoff, reorganization or liquidation, our Board may, in its sole
discretion, (1) provide for the acceleration of the vesting of any awards, including RSUs and PSUs, or (2) decide to cancel any
awards, including RSUs and PSUs, and deliver cash to the holders in an amount that our Board determines in its sole discretion
is equal to the fair market value of such awards on the date of such event. However, no current agreement with respect to the RSUs
and PSUs currently provides for any definitive special treatment upon such a merger, consolidation, acquisition of property or
stock, separation, spinoff, reorganization or liquidation.
The following
table sets forth the value of the unvested RSUs and unvested PSUs at target held by each NEO at December 31, 2018 that would become
vested upon the occurrence of a merger, consolidation, acquisition of property or stock, separation, spinoff, reorganization or
liquidation assuming that the Board elects to accelerate the vesting of RSUs and PSUs as provided in the previous paragraph. Due
to the various factors that could affect the nature and amount of any benefits provided upon these events, any amounts actually
paid or distributed may be different. Factors that could affect these amounts include the price of Schlumberger common stock and
achievement by the Company of the relevant performance metric.
Name
|
Amount ($)
|
(1)
|
P. Kibsgaard
|
15,106,696
|
|
S. Ayat
|
5,754,760
|
|
A. Belani
|
5,794,448
|
|
A. Gatt Floridia
|
5,292,936
|
|
K. Al Mogharbel
|
5,292,936
|
|
(1)
|
Calculated based on the product of the closing price of Schlumberger common stock on December 31, 2018
($36.08) and the number of outstanding, unvested RSUs and unvested two-year and three-year PSUs (at target) held by the executive
as of that date.
|
Retirement Plans
Schlumberger’s
pension plans and non-qualified deferred compensation plans include the same terms and conditions for all participating employees
in the event of a termination or change in control. Other than the Schlumberger Restoration Savings Plan, none of Schlumberger’s
non-qualified plans provide for the accelerated payment of benefits upon a change in control. For more information on these plans,
see the Pension Benefits for Fiscal Year 2018 table and accompanying narrative above and the Nonqualified Deferred Compensation
for Fiscal Year 2018 table and accompanying narrative above.
The following
table sets forth the amounts as of December 31, 2018 of benefit payments that would be accelerated under the Schlumberger Restoration
Savings Plan upon a change in control.
Name
|
Amount ($)
|
|
P. Kibsgaard
|
91,403
|
|
S. Ayat
|
2,821,872
|
|
A. Belani
|
2,883,581
|
|
A. Gatt Floridia
|
129,715
|
|
K. Al Mogharbel
|
1,214,699
|
|
Retiree Medical
Subject to satisfying
certain age, service and contribution requirements, most U.S. employees are eligible to participate in a retiree medical program.
Generally, this program provides comprehensive medical, prescription drug and vision benefits for retirees and their dependents
until attaining age 65. Historically, for Schlumberger employees who turned age 40 prior to 2014, and excluding those employees
who became Schlumberger employees as a result of the Smith acquisition, retiree medical benefits continue beyond age 65, at which
time Medicare becomes primary and the Schlumberger plan becomes secondary, paying eligible charges after Medicare has paid. However,
effective April 1, 2015, participants who reach age 65 no longer continue in Schlumberger medical coverage after reaching age 65,
but instead receive a monthly contribution to a health reimbursement arrangement that can be used to purchase Medicare supplemental
coverage and pay other tax-deductible expenses.
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2019 Proxy Statement
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|
61
|
Director Compensation in Fiscal Year 2018
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 directors and long-term stockholders.
Annual payments are
made after the non-employee directors are elected by stockholders. Non-employee directors who begin their Board or committee chair
service other than at the annual meeting of stockholders receive a prorated amount of annual compensation. Directors who are employees
of Schlumberger do not receive compensation for serving on the Board.
Director Pay Components
Non-employee
directors receive an annual cash retainer of $115,000 plus an additional annual fee of $10,000 for membership on a committee.
The chair of each committee receives an additional annual fee of $20,000 in lieu of the additional annual fee of $10,000 for
committee membership. Mr. Currie earns an additional $50,000 annually, reflecting his additional responsibilities as the
Board’s lead independent director. Additionally, Schlumberger’s practice is to grant each newly-appointed or
elected non-employee director (including non-employee directors re-elected at the annual general meeting) shares of
Schlumberger common stock valued at approximately $190,000 each April. Effective May 1, 2018, Schlumberger granted each such
non-employee director 2,771 shares of Schlumberger common stock.
2018 Director Pay Review
Our
Compensation Committee annually reviews and periodically recommends updates to our non-employee director compensation program
to our Board for approval. The Committee’s recommendation takes into account our director compensation philosophy,
changes in market practices, and consultation with the Committee’s independent compensation consultant, Pay Governance.
In 2018, the Committee reviewed non-employee director compensation taking into account multiple factors including director
pay practices at publicly-traded companies and continued expansion of director and independent committee chair
responsibilities. Based on that review, and in light of the 2017 increase in non-employee director compensation, the
Committee determined that no changes in non-employee director compensation were necessary for 2018.
Director Deferral Plan
Non-employee
directors may elect to defer all or a portion of their annual stock or cash awards through the Schlumberger 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 either
(i) Schlumberger Common Stock, (ii) money market equivalents, or (iii) a S&P 500 equivalent. Deferrals into a stock
account are credited with dividend equivalents in the form of cash to be paid at the time of vesting and deferrals into the
cash account are credited with gains or losses based on the monthly performance of the various investment options described
above. Following retirement from our Board and depending on the director’s election, a non-employee director may
receive the deferred compensation on the date of the director’s retirement or a date that is one year following the
date of the director’s retirement.
Although our Directors
Stock Plan provides that annual stock awards to non-employee directors may be in the form of shares of common stock, shares of
restricted common stock or restricted stock units, our practice has been to issue only shares of common stock. Our directors have
never received restricted common stock or restricted stock units as director compensation.
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Limited
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|
62
|
The following table provides information on the compensation
paid to our non-employee directors in 2018.
|
|
|
|
|
|
|
|
|
|
Change in Pension
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
Non-Equity
|
|
Value & Nonqualified
|
|
|
|
|
|
|
|
|
or Paid
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Deferred Compensation
|
|
All Other
|
|
|
|
|
|
|
in Cash
|
(1)
|
Awards
|
(2)
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
|
Total
|
(3)
|
Name
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
|
($)
|
|
Peter L.S. Currie
|
|
195,000
|
|
189,980
|
|
—
|
|
—
|
|
—
|
|
16,188
|
(4)
|
|
401,168
|
|
Miguel Galuccio
|
|
143,750
|
|
189,980
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
333,730
|
|
V. Maureen Kempston Darkes
|
|
148,750
|
|
189,980
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
338,730
|
|
Helge Lund
(5)
|
|
33,750
|
|
0
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
33,750
|
|
Nikolay Kudryavtsev
|
|
148,750
|
|
189,980
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
338,730
|
|
Michael E. Marks
|
|
133,750
|
(6)
|
189,980
|
|
—
|
|
—
|
|
—
|
|
28,586
|
(4)
|
|
352,316
|
|
Tatiana A. Mitrova
(7)
|
|
45,783
|
|
79,403
|
|
|
|
|
|
|
|
—
|
|
|
125,186
|
|
Indra K. Nooyi
|
|
146,250
|
|
189,980
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
336,230
|
|
Lubna S. Olayan
|
|
138,750
|
|
189,980
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
328,730
|
|
Mark G. Papa
(7)
|
|
45,783
|
|
79,403
|
|
|
|
|
|
|
|
—
|
|
|
125,186
|
|
Leo Rafael Reif
|
|
158,700
|
|
189,980
|
|
—
|
|
—
|
|
—
|
|
29,295
|
(4)
|
|
378,025
|
|
Tore I. Sandvold
(8)
|
|
36,250
|
|
0
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
36,250
|
|
Henri Seydoux
|
|
148,750
|
|
189,980
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
338,730
|
|
(1)
|
Reflects cash fees earned, without taking into account any election to defer receipt of such fees.
Ordinarily, the annual cash retainer is paid in cash, but non-employee directors can elect to have their retainer paid in
stock or deferred under the Directors Stock Plan.
|
|
If a non-employee director joins our Board or becomes Chair of a committee of our Board after the start of any year, he
or she will receive compensation prorated according to the number of months during which he or she served in that position
during that year. As a result, the fees disclosed in this column are subject to adjustment in cases where a non-employee director
has served less than one full year or has changed committee memberships or chairmanships during the year.
|
(2)
|
The amounts reported reflect the aggregate grant date fair value of the stock awards granted
in 2018 computed in accordance with applicable accounting standards, based on the closing stock price on the grant date,
without taking into account any election to defer receipt of such stock award. Amounts rounded up to nearest
dollar. A non-employee director may elect to defer the receipt of all or part of a stock award. For information on the
number of shares of Schlumberger common stock deferred by our directors, see the footnotes to the table below
under “Stock Ownership Information—Security Ownership by Management.”
|
(3)
|
Schlumberger reimburses non-employee directors for travel and other business expenses incurred in the performance of
their services for Schlumberger.
|
(4)
|
Represents amounts paid for spousal transportation in connection with Board meetings.
|
(5)
|
Mr. Lund resigned from the Board effective April 25, 2018.
|
(6)
|
Includes $5,000 in director fees earned in 2017 but paid in 2018.
|
(7)
|
Dr. Mitrova and Mr. Papa were appointed to the Board effective October 16, 2018.
|
(8)
|
Mr. Sandvold did not stand for re-election at our April 2018 annual general meeting of stockholders.
|
Director Stock Ownership Guidelines
The Board believes
that ownership of Schlumberger stock by Board members aligns their interests with the interests of our stockholders. Accordingly,
the Board has established a guideline that each non-employee Board member must, within five years of joining the Board, own at
least 10,000 shares of Schlumberger common stock. As of December 31, 2018, each of our non-employee director nominees who have
been Board members for at least five years is in compliance with these stock ownership guidelines.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
63
|
Equity Compensation Plan Information
The table below sets
forth the following information as of December 31, 2018 for all equity compensation plans approved and not approved by our stockholders.
|
|
|
|
|
|
(c)
|
|
|
|
(a)
|
|
|
|
|
Number of securities
|
|
|
|
Number of securities
|
|
|
(b)
|
|
|
remaining available for
|
|
|
|
to be issued
|
|
|
Weighted-average
|
|
|
future issuance under
|
|
|
|
upon exercise of
|
|
|
exercise price of such
|
|
|
equity compensation plans
|
|
|
|
outstanding options,
|
|
|
outstanding options,
|
|
|
(excluding securities reflected
|
|
Plan category
|
|
warrants and rights
|
|
|
warrants and rights
|
(1)
|
|
in column (a))
|
|
Equity compensation plans approved by security holders
|
|
|
43,529,212
|
(2)
|
|
|
79.36
|
|
|
|
45,046,443
|
(2)
|
Equity compensation plans not approved by security holders
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
TOTAL
|
|
|
43,529,212
|
(2)
|
|
|
79.36
|
|
|
|
45,046,443
|
(2)
|
(1)
|
The weighted average price does not take into account the shares
issuable upon vesting of outstanding PSUs or RSUs, which have no exercise price.
|
(2)
|
Includes 39,621 shares of common stock issuable under the
Directors Stock Plan.
|
Equity
compensation plans approved by Schlumberger stockholders include the 2017 Schlumberger Omnibus Incentive Plan; the 2013
Schlumberger Omnibus Incentive Plan; the 2010 Schlumberger Omnibus Stock Incentive Plan; the French Sub Plan under the 2010
Schlumberger Omnibus Stock Incentive Plan, as amended; the Schlumberger Discounted Stock Purchase Plan, as amended; the
Schlumberger 2004 Stock and Deferral Plan for Non-Employee Directors, as amended; the Schlumberger 2008 Stock Incentive Plan,
as amended; the Schlumberger 2005 Stock Incentive Plan, as amended; the Schlumberger 2001 Stock Option Plan, as amended; and
the Schlumberger 1998 Stock Option Plan, as amended.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
64
|
ITEM 3.
|
Approval of Financial Statements and Dividends
|
Following completion of the audit procedures
performed by PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, we are submitting the
following for approval by our stockholders, as required by Curaçao law:
|
•
|
our consolidated balance sheet as at December 31, 2018;
|
|
|
|
|
•
|
our consolidated statement of income for the year ended December 31, 2018; and
|
|
|
|
|
•
|
the declarations of dividends by our Board in 2018.
|
These items are included in our 2018 Annual
Report to Stockholders, which is provided concurrently with this proxy statement. Stockholders should refer to these items in considering
this agenda item.
Required Vote
A majority of the votes cast is
required for the approval of the financial results as set forth in the financial statements and of the declaration of
dividends by the Board as reflected in our 2018 Annual Report to Stockholders.
Brokers have discretion to vote on this
proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker may vote on
this proposal in its discretion.
The Board of Directors Recommends a Vote
FOR
Item 3.
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
65
|
ITEM 4.
|
Ratification of Appointment of Independent Auditors for 2019
|
PricewaterhouseCoopers LLP has been selected
by the Audit Committee as the independent registered public accounting firm to audit the annual financial statements of the Company
for the year ending December 31, 2019. Although ratification is not required by our bylaws or otherwise, as a matter of good corporate
governance, we are asking our stockholders to approve the appointment of PricewaterhouseCoopers LLP as our independent registered
public accounting firm. If the selection is not approved, the Audit Committee will consider whether it is appropriate to select
another independent registered public accounting firm.
A representative of PricewaterhouseCoopers
LLP is expected to attend our 2019 annual general meeting of stockholders, and will be available to respond to appropriate
questions.
Fees Paid to PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP has billed the
Company and its subsidiaries the fees set forth in the table below for:
|
•
|
the audit of the Company’s 2018 and 2017 annual financial statements and reviews of the Company’s quarterly
financial statements and other audit services, and
|
|
|
|
|
•
|
the other services described below that were billed in 2018 and 2017.
|
|
|
Year Ended December 31,
|
(in thousands)
|
|
2018
|
|
|
2017
|
|
Audit Fees
(1)
|
|
$
|
13,982
|
|
|
$
|
13,913
|
|
Audit-Related Fees
(2)
|
|
|
430
|
|
|
|
1,153
|
|
Tax Fees
(3)
|
|
|
3,613
|
|
|
|
3,091
|
|
All Other Fees
(4)
|
|
|
81
|
|
|
|
77
|
|
TOTAL
|
|
$
|
18,106
|
|
|
$
|
18,234
|
|
(1)
|
Includes fees for statutory audits.
|
|
|
(2)
|
Consists of fees for employee benefit plan audits and other audit-related items.
|
|
|
(3)
|
Consists of fees for tax compliance, tax planning and other permitted tax services.
|
|
|
(4)
|
Consists of fees for permitted advisory services.
|
The Audit Committee considers the provision
of services by PricewaterhouseCoopers LLP not related to the audit of the Company’s annual financial statements and reviews
of the Company’s interim financial statements when evaluating PricewaterhouseCoopers LLP’s independence.
Audit Committee’s Pre-Approval Policy and
Procedures
The Audit Committee pre-approves all services
provided to the Company and its subsidiaries by Schlumberger’s independent registered public accounting firm. The Audit Committee
has adopted a schedule for annual approval of the audit and related audit plan, as well as approval of other anticipated audit-related
services; anticipated tax compliance, tax planning and tax advisory services; and other anticipated services. In addition, the Audit Committee
(or an authorized committee member acting under delegated authority of the committee) will consider any proposed services not approved
as part of this annual process. During 2018 and 2017, all audit and non-audit services were pre-approved by the Audit Committee.
Required Vote
A majority of the votes cast is required to approve this Item
4.
Brokers have discretion to vote on
this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will vote
on this proposal in its discretion.
The Board of Directors Recommends a Vote
FOR
Item 4.
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
66
|
Audit Committee Report
During 2018, the Audit Committee periodically
reviewed and discussed the Company’s consolidated financial statements with Company management and PricewaterhouseCoopers
LLP, the Company’s independent registered public accounting firm, including matters raised by the independent registered
public accounting firm pursuant to applicable Public Company Accounting Oversight Board (“PCAOB”) requirements. The
Audit Committee also discussed with Company management and PricewaterhouseCoopers LLP the evaluation of the Company’s reporting
and internal controls undertaken in connection with certifications made by the Company’s Chief Executive Officer and Chief
Financial Officer in the Company’s periodic SEC filings pursuant to the Sarbanes-Oxley Act of 2002.The Audit Committee also
reviewed and discussed such other matters as it deemed appropriate, including the Company’s compliance with Section 404 and
other relevant provisions of the Sarbanes-Oxley Act of 2002 and rules adopted or proposed to be adopted by the SEC and the NYSE.
The Audit Committee also reviewed with PricewaterhouseCoopers LLP the matters required to be discussed by the independent registered
public accounting firm with the Audit Committee under applicable rules adopted by the PCAOB.
PricewaterhouseCoopers LLP provided the
Audit Committee with the required PCAOB disclosures and letters concerning its independence with respect to the Company, and the
Committee discussed PricewaterhouseCoopers LLP’s independence with them.
Based on the foregoing reviews and discussions,
the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on January 23, 2019.
SUBMITTED BY THE AUDIT COMMITTEE OF THE SCHLUMBERGER BOARD OF
DIRECTORS
V. Maureen Kempston Darkes, Chair
|
|
Tatiana Mitrova
|
Nikolay Kudryavtsev
|
|
Indra K. Nooyi
|
Michael Marks
|
|
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
67
|
ITEM 5.
|
Approval of the Amendment and Restatement of the 2004 Stock and Deferral Plan for Non-Employee
Directors
|
Proposal
We are requesting that our stockholders
vote in favor of approving an amendment and restatement of the Schlumberger Limited 2004 Stock and Deferral Plan for Non-Employee
Directors (the “Plan”), which would:
|
•
|
increase the number of shares available for stock awards under the Plan by 200,000 shares, and
|
|
|
|
|
•
|
change the maximum value of an annual stock award to an individual to be $500,000.
|
Our Board approved the proposed amendment
and restatement of the Plan on January 17, 2019; however, the increase in shares available under the Plan is subject to stockholder
approval. No other substantive changes are being made to the Plan.
Our Board and our stockholders originally
approved the Plan in 2004. In 2007, we amended and restated the Plan to allow non-employee directors to defer the receipt of cash
compensation, and to make other administrative changes. The Plan was further amended on January 1, 2009 to make further administrative
and compliance changes. In 2012, we amended and restated the Plan to increase the number of shares available under the Plan and
to increase the limit on annual awards that may be granted to individual directors. The following summary of the material features
of the Plan is subject to the specific provisions contained in the full text of the Plan set forth as
Appendix B
. The specific
amendments proposed to be made to the Plan are marked within
Appendix B
.
The Purpose of the Plan
The Plan is intended to:
|
•
|
enhance our ability to maintain a competitive position in attracting and retaining qualified non-employee directors of
outstanding competence and ability;
|
|
|
|
|
•
|
stimulate the interest of the non-employee directors in our continued success and progress by further aligning each non-employee
director’s interests with those of our stockholders; and
|
|
|
|
|
•
|
reward non-employee directors for outstanding performance.
|
Administration
The Plan is administered by the Compensation Committee
(the “Committee”), as designated by our Board. The Committee has full and exclusive power and authority to:
|
•
|
administer, interpret and waive provisions of the Plan;
|
|
|
|
|
•
|
adopt rules, regulations and guidelines for carrying out the Plan, including to accommodate specific requirements of local
laws and procedures in foreign jurisdictions; and
|
|
|
|
|
•
|
determine the eligibility of participants and the amount and form of any stock award or cash compensation eligible for
deferral.
|
The Committee may delegate duties under
the Plan to the Chief Executive Officer and other senior officers of Schlumberger, other than its granting authority.
Key Terms
The following is a summary of the key provisions of the Plan.
Eligible
Participants
|
All
non-employee directors of Schlumberger are eligible to participate in the Plan. As of the date of the 2019 annual general
meeting, we expect to have nine non-employee directors, all of whom will be eligible to participate in the Plan.
|
Shares Available for Issuance Under the Plan
|
39,621 shares (of the 450,000 authorized in prior plan
restatements) currently remain available for issuance under the Plan. If the proposed amendment and restatement is approved,
an additional 200,000 shares would be newly approved for issuance, and an aggregate of 239,621 shares will be available for
issuance under the Plan. The last reported sales price of a share of Schlumberger common stock on January 31, 2019 on the
New York Stock Exchange was $44.21 per share.
|
|
|
|
The
number of shares available for issuance under the Plan is subject to adjustment to reflect stock splits, stock dividends,
reorganizations, mergers and similar events.
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
68
|
Form and Terms of Awards
|
Stock awards under the Plan may be in the form
of shares of common stock, shares of restricted common stock or restricted stock units, each of which will represent the right
to receive one share of our common stock. Stock options have not and cannot be granted under the Plan. The Committee may,
in its discretion, determine the eligibility of individuals to participate herein, the form, amount, terms, conditions and
restrictions of stock awards granted to a participant, and the number or amount of stock awards or cash compensation a participant
may elect to defer, or waive any restriction or other provision of the Plan.
|
Annual Awards
|
Under the Plan’s current terms, each non-employee
director will be granted an annual award not to exceed 6,000 shares of our common stock. If the proposed amendment and restatement
is approved, each non-employee director will be granted an annual award not to exceed a fair market value on the grant date
of $500,000. Non-employee directors appointed to the Board between grant dates for the regular annual awards may receive
an initial stock award at any time between initial appointment and the next regular annual grant date.
|
Deferrals
|
At the discretion of the Committee, a non-employee director
may irrevocably elect to defer the receipt of all or part of a stock award or cash compensation by submitting a deferral election
in the manner specified by the Committee.
|
Establishment of Bookkeeping Account for
Stock
Deferrals
|
Any deferred stock awards will be credited to a bookkeeping
account, which we call a stock account, established for the non-employee director as of the date the shares of common stock,
shares of restricted stock or restricted stock units otherwise would have been delivered under our Plan. In the event that
a dividend is paid on our common stock during the period that restricted stock units are credited to the non-employee director’s
stock account, an amount equivalent to the amount of the dividend will be credited to the non-employee director’s stock
account and the accumulated amount will be paid out without interest at the end of the deferral period.
|
Deemed Investment of Bookkeeping Account for
Cash
Deferrals
|
Any deferred cash compensation will be credited to the bookkeeping
account and will be deemed invested in one of the following three investments as elected by the non-employee director from
the investment alternatives selected by the Committee: (1) shares of common stock, (2) money market equivalents and (3) S&P
500 equivalents.
|
Period of Deferral
|
With respect to deferred stock awards consisting of shares
of common stock or deferred cash compensation, the non-employee director may elect that delivery be made or commence on the
date of termination of the non-employee director’s status as a director or one year after such termination. With respect
to stock awards initially consisting of stock units, the Committee will determine the date of, and conditions to be satisfied
prior to, delivery. Shares of common stock to be delivered at the end of the deferral period, together with a cash payment
equal to the amount of any dividends, will be made within 60 days after the end of the deferral period.
|
Modification and Termination of the Plan
|
The Plan will continue until the available number of shares
authorized under the Plan is exhausted unless it is terminated prior to that time. Currently, the Board has the authority
to amend or terminate the Plan, but can delegate that authority to the Committee. The proposed amendment and restatement grants
the Committee the authority to amend or terminate the Plan. Under the amendment and restatement, the Committee may amend,
modify, suspend or terminate the Plan for the purpose of meeting or addressing any changes in legal requirements or for any
other purpose permitted by law, except that (1) no amendment, modification or termination will, without the consent of the
affected non-employee director, impair the rights of any non-employee director to the number of restricted stock units credited
to such non-employee director’s stock account as of the date of such amendment, modification or termination and (2)
no amendment or modification will be effective prior to its approval by our stockholders to the extent such approval is required
by applicable legal requirements or the requirements of any securities exchange on which the common stock is listed.
|
Unfunded Plan
|
The Plan is an unfunded
plan. The grant of shares of common stock, restricted common stock or restricted stock units pursuant to an award under the
Plan and the deferral of cash compensation may be implemented by a credit to a bookkeeping account maintained by us evidencing
the accrual in favor of the non-employee director of the unfunded and unsecured right to receive shares of common stock (or
units representing such shares). Such accounts will be used merely as a bookkeeping convenience. We are not required to establish
any special or separate fund or reserve or to make any other segregation of assets to assure the issuance of any shares of
common stock (or units representing such shares) granted under the Plan. Neither the Company, the Board nor the Committee
is required to give any security or bond for the performance of any obligation that may be created by the Plan.
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
69
|
Material Tax Consequences
The following discussion describes the
material U.S. federal income tax consequences to non-employee directors with respect to awards granted under the Plan. This summary
is based on statutory provisions, Treasury regulations, judicial decisions and rulings of the Internal Revenue Service in effect
on the date hereof. This summary does not describe any state, local or non-U.S. tax consequences.
In general, a non-employee director will
recognize ordinary compensation income as a result of the receipt of common stock pursuant to a stock award in an amount equal
to the fair market value of the common stock when such stock is received. Upon the disposition of the common stock acquired pursuant
to a stock award, the non-employee director will recognize a capital gain or loss in an amount equal to the difference between
the sale price of the common stock and the non-employee director’s tax basis in the common stock. This capital gain or loss
will be a long-term capital gain or loss if the shares are held for more than one year. For this purpose, the holding period begins
on the day after the shares of common stock are received by the non-employee director.
A non-employee director will not have U.S.
taxable income upon the grant of a stock award in the form of units denominated in common stock but rather will generally recognize
ordinary compensation income at the time the non-employee director receives shares of common stock or cash in satisfaction of such
stock unit award in an amount equal to the fair market value of the common stock or cash received.
For
compensation attributable to services, Code Section 457A requires that any compensation paid under a deferred compensation
plan of a nonqualified entity must be included in the service provider’s income at the time such amounts are no longer
subject to a substantial risk of forfeiture. Accordingly, because non-employee directors are always vested in the amounts
deferred under the Plan, if Schlumberger is a nonqualified entity and the compensation is not otherwise excludible from
Section 457A, stock or cash compensation deferred by non-employee directors who are U.S. citizens or residents in accordance
with the procedures established under the Plan will be included in U.S. income by the non-employee director in the year for
which the compensation is earned despite a timely election to defer receipt of such compensation.
Dividends paid on shares of outstanding
common stock held by a non-employee director will be taxed as dividend income. Cash payments of dividend equivalents with respect
to stock units under the Plan will be subject to taxation as ordinary compensation income when received by the non-employee director.
To the extent allowable by relevant laws
and regulations, we may be entitled to a deduction for U.S. federal income tax purposes that corresponds as to timing and amount
with the compensation income recognized by the participant under the foregoing rules. No deduction will be available on any dividends
which are paid on outstanding shares of stock and taxable as dividend income to the recipient.
Unless otherwise required by applicable
laws or regulations, Schlumberger will not withhold or otherwise pay on behalf of any non-employee director any taxes arising in
connection with an award under this Plan. The payment of any such taxes will be the sole responsibility of each non-employee director.
We, however, have the authority to satisfy any withholding obligations from funds or shares of common stock deliverable pursuant
to the Plan or other cash compensation due a participant, if applicable.
Plan Benefits
No awards under
the Plan have been made contingent on approval of the amendment and restatement of the Plan. If the amendment and restatement
of the Plan is approved, we expect to continue to make annual grants of awards to non-employee directors as described above
under “Director Compensation in Fiscal Year 2018” beginning on page 62, subject to the limitations set forth in
the Plan and to periodic adjustments based on the Committee’s review of director compensation from time to time in its
discretion.
Required Vote
A majority of
the votes cast is required to approve this Item 5.
Brokers do not have discretion to vote on this proposal without your
instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote on this
proposal. For Item 5, abstentions are counted in the denominator for determining the total votes cast.
The Board of Directors Recommends a Vote
FOR
Item 5.
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
70
|
Stock Ownership Information
Security Ownership by Certain Beneficial Owners
The following table sets forth information
as of December 31, 2018 (except as otherwise noted) with respect to persons known by us to be the beneficial owners of more than
5% of our common stock, based solely on the information reported by such persons in their Schedule 13D and 13G filings with the
SEC.
For each entity included in the table below,
percentage ownership is calculated by dividing the number of shares reported as beneficially owned by such entity by the 1,386,229,439
shares of our common stock outstanding on January 31, 2019.
BENEFICIAL OWNERSHIP OF COMMON STOCK
|
|
Beneficial Ownership of
Common Stock
|
Name and Address
|
|
Number of
Shares
|
|
|
Percentage
of Class
|
The Vanguard Group
(1)
|
|
|
109,925,902
|
|
|
|
7.9%
|
100 Vanguard Blvd.
|
|
|
|
|
|
|
|
Malvern, PA 19355
|
|
|
|
|
|
|
|
BlackRock, Inc.
(2)
|
|
|
93,723,043
|
|
|
|
6.8%
|
55 East 52nd Street
|
|
|
|
|
|
|
|
New York, NY 10055
|
|
|
|
|
|
|
|
|
(1)
|
Based solely on a Statement on Schedule 13G/A filed on February 13, 2019. Such filing indicates that
The Vanguard Group has sole voting power with respect to 1,604,143 shares, shared voting power with respect to 378,096 shares, sole
investment power with respect to 107,973,911 shares and shared investment power with respect to 1,951,991 shares.
|
|
|
(2)
|
Based solely on a Statement on Schedule 13G/A filed on February 11, 2019. Such filing indicates that BlackRock, Inc. has
sole voting power with respect to 81,525,742 shares and sole investment power with respect to 93,723,043 shares.
|
Security Ownership by Management
The following table sets forth information
known to Schlumberger with respect to beneficial ownership of the Company’s common stock as of January 31, 2019 by (i) each
director and director nominee, (ii) each of the named executive officers and (iii) all directors and executive officers as a group.
Beneficial ownership is determined under
the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated in the footnotes
to the table below and subject to applicable community property laws, to Schlumberger’s knowledge the persons named in the
table below have sole voting and investment power with respect to the securities listed. None of the shares are subject to any
pledge.
The number of shares beneficially owned
by each person or group as of January 31, 2019 includes shares of common stock that such person or group has the right to acquire
within 60 days of January 31, 2019, including upon the exercise of options to purchase common stock or the vesting of RSUs or PSUs. References to options in the footnotes to the table below include only options outstanding as of January 31,
2019 that are currently exercisable or that become exercisable within 60 days of January 31, 2019. References to any restricted
stock, RSUs or PSUs (collectively, “restricted stock”) in the footnotes to the table below include
only restricted stock outstanding as of January 31, 2019 and that are currently vested or that vest within 60 days of January 31,
2019.
For each individual and group included
in the table below, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group
by the sum of the 1,386,229,439 shares of common stock outstanding on January 31, 2019, plus the number of shares of common
stock that such person or group had the right to acquire on or within 60 days after January 31, 2019.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
71
|
As of January 31, 2019, no director, director
nominee or named executive officer owned more than 1% of the outstanding shares of Schlumberger’s common stock. All directors
and executive officers as a group owned less than 1% of the outstanding shares of our common stock as of January 31, 2019.
Name
|
|
Shares
|
|
Simon Ayat
|
|
|
1,000,037
|
(1)
|
Ashok Belani
|
|
|
709,606
|
(2)
|
Peter L.S. Currie
|
|
|
44,696
|
|
V. Maureen Kempston Darkes
|
|
|
14,771
|
|
Miguel M. Galuccio
|
|
|
7,017
|
|
Aaron Gatt Floridia
|
|
|
486,215
|
(3)
|
Paal Kibsgaard
|
|
|
1,733,556
|
(4)
|
Nikolay Kudryavtsev
|
|
|
10,000
|
|
Michael E. Marks
|
|
|
84,205
|
(5)
|
Tatiana Mitrova
|
|
|
1,501
|
|
Khaled Al Mogharbel
|
|
|
351,149
|
(6)
|
Mark G. Papa
|
|
|
11,501
|
|
Indra K. Nooyi
|
|
|
21,321
|
|
Lubna S. Olayan
|
|
|
25,021
|
|
Leo Rafael Reif
|
|
|
27,021
|
|
Henri Seydoux
|
|
|
23,021
|
|
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (33 PERSONS)
|
|
|
7,783,933
|
(7)
|
(1)
|
Includes options to purchase 722,400 shares.
|
|
|
(2)
|
Includes options to purchase 510,400 shares.
|
|
|
(3)
|
Includes options to purchase 370,200 shares.
|
|
|
(4)
|
Includes options to purchase 1,394,800 shares.
|
|
|
(5)
|
All shares held by a family trust of which Mr. Marks
is a co-trustee and co-beneficiary. Excludes 2,000 shares the receipt of which Mr. Marks
has deferred under Schlumberger’s 2004 Stock and Deferral Plan for Non-Employee
Directors.
|
|
|
(6)
|
Includes options to purchase 263,200 shares.
|
|
|
(7)
|
Includes options to purchase 5,756,009 shares.
|
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, among others, to file
an initial report of ownership of Schlumberger common stock on Form 3 and reports of changes in ownership on Form 4 or Form 5.
Persons subject to Section 16 are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that
they file. The Company believes, based solely on a review of the copies of such forms in its possession and on written representations
from reporting persons, that three transactions required to be filed under Section 16(a) were not timely filed during the fiscal
year ended December 31, 2018. One Form 4 required to be filed by Mr. Ayat relating to a sale of shares was not timely filed,
but was filed on October 30, 2018. One Form 4 required to be filed by Mr. Poupeau relating to a gift of shares was not timely
filed, but was filed on September 13, 2018. Finally, one Form 4 required to be filed by Mr. Marks relating to a purchase of
shares was not timely filed, but was filed on December 3, 2018.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
72
|
Other Information
Stockholder Proposals for our 2020 Annual General
Meeting
In order for a stockholder
proposal to be considered for inclusion in the proxy statement for the 2020 annual general meeting of stockholders pursuant to
Exchange Act Rule 14a-8, or for director nominations to be included pursuant to the Company’s proxy access bylaw provisions,
such proposals or notice of nominations must be received by the Secretary of the Company, 5599 San Felipe, 17
th
Floor,
Houston, Texas 77056, no later than October 24, 2019, and, in the case of a proxy access nomination, no earlier than September 24,
2019.
For
stockholder proposals to be introduced for consideration at our 2020 annual general meeting of stockholders other than
pursuant to Rule 14a-8 and for stockholder candidates to be nominated for election as directors other than pursuant to our
proxy access bylaw provisions, notice generally (unless the date of our 2020 annual general meeting is moved as stated in our
bylaws) must be delivered to the Secretary of the Company at our executive offices in Houston, Texas, not later than 120 days
nor earlier than 150 days before the first anniversary of the date of the 2020 annual general meeting of stockholders.
Accordingly, any such notice must be received no earlier than November 5, 2019, and no later than December 5, 2019, and must
otherwise satisfy the requirements of our bylaws. Under the rules of the Exchange Act, we may use discretionary authority to
vote with respect to any proposal not included in our proxy materials that is presented by a stockholder in person at the
2020 annual general meeting of stockholders if the stockholder making the proposal has not given notice to us by December 5,
2019.
Other Matters
Stockholders may
obtain a copy of our most recent Form 10-K filed with the SEC, including financial statements and schedules, without charge by
writing to our Investor Relations Department, 5599 San Felipe, 17
th
Floor, Houston, Texas 77056, or by calling (713)
375-3535.
The Company will
pay the cost of furnishing proxy material to all stockholders and of soliciting proxies by mail and telephone. We have
retained D. F. King & Co., Inc. to assist in the solicitation of proxies for a fee estimated at $15,500 plus
reasonable expenses. Directors, officers and employees of the Company may also solicit proxies for no additional
compensation. We will reimburse brokerage firms, fiduciaries and custodians for their reasonable expenses in forwarding the
solicitation material to beneficial owners.
The Board knows of no other matter to be
presented at the meeting. If any additional matter is properly presented at the meeting, we intend to vote the enclosed proxy
in accordance with the discretion of the persons named in the proxy.
Please sign, date, and return the accompanying
proxy in the enclosed envelope at your earliest convenience.
By order of the Board of Directors,
Alexander C. Juden
Secretary
Houston, Texas
February 21, 2019
|
Schlumberger
Limited
2019 Proxy Statement
|
|
73
|
Appendix A
Reconciliation of Non-GAAP Financial Measures
In addition
to financial results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), our 2019
proxy statement includes non-GAAP financial measures (as defined under the SEC’s Regulation G). Net income, excluding
charges and credits, and earnings per share, excluding charges and credits, are non-GAAP financial measures. The following is a
reconciliation of these non-GAAP measures to the comparable GAAP measures. Management believes that the exclusion of charges and
credits from these financial measures enables it to evaluate more effectively Schlumberger’s operations period-over-period
and to identify operating trends that could otherwise be masked by the excluded items. These measures are also used by management
in determining certain incentive compensation.
The non-GAAP
financial measures should be considered in addition to, not as a substitute for, or superior to, other measures of financial performance
prepared in accordance with GAAP.
|
|
Twelve Months 2018
|
|
|
|
|
|
|
|
|
|
Noncont.
|
|
|
|
|
|
Diluted
|
|
|
|
Pretax
|
|
|
Tax
|
|
|
Interests
|
|
|
Net
|
*
|
|
EPS
|
|
Schlumberger net income (GAAP basis)
|
|
$
|
2,624
|
|
|
$
|
447
|
|
|
$
|
39
|
|
|
$
|
2,138
|
|
|
$
|
1.53
|
|
Gain on sale of marine seismic acquisition business
|
|
|
(215
|
)
|
|
|
(19
|
)
|
|
|
—
|
|
|
|
(196
|
)
|
|
|
(0.14
|
)
|
Impairments & other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Workforce reductions
|
|
|
184
|
|
|
|
20
|
|
|
|
—
|
|
|
|
164
|
|
|
|
0.12
|
|
Asset impairments
|
|
|
172
|
|
|
|
16
|
|
|
|
—
|
|
|
|
156
|
|
|
|
0.11
|
|
Schlumberger net income, excluding charges and credits
|
|
$
|
2,765
|
|
|
$
|
464
|
|
|
$
|
39
|
|
|
$
|
2,261
|
|
|
$
|
1.62
|
|
*
|
Does not add due to rounding.
|
|
|
(Stated in millions)
|
Periods Ended December 31,
|
|
2018
|
|
|
2017
|
|
Cash flow from operations
|
|
$
|
5,713
|
|
|
$
|
5,663
|
|
Capital expenditures
|
|
|
(2,160
|
)
|
|
|
(2,107
|
)
|
SPM investments
|
|
|
(981
|
)
|
|
|
(1,609
|
)
|
Multiclient seismic data capitalized
|
|
|
(100
|
)
|
|
|
(276
|
)
|
Free cash flow
|
|
$
|
2,472
|
|
|
$
|
1,671
|
|
Free cash flow
represents cash flow from operations less capital expenditures, SPM investments and multiclient seismic data costs capitalized.
Management believes that free cash flow is an important liquidity measure for the Company and that it is useful to investors and
management as a measure of the ability of our business to generate cash. Once business needs and obligations are met, this cash
can be used to reinvest in the Company for future growth or to return to shareholders through dividend payments or share repurchases.
Free cash flow does not represent the residual cash flow available for discretionary expenditures.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
A-1
|
Appendix B
[As proposed to be amended April 3, 2019. Deletions are marked
as stricken text and additions are marked with an underline]
Schlumberger Limited 2004 Stock and Deferral
Plan for Non-Employee Directors
(As
Amended
amended
and
Restated
Effective
restated effective
January
19
17
,
2012
2019
)
Article I: Purposes of Plan and Definitions
1.1
|
Purpose
. Schlumberger Limited
, a Curaçao corporation (the
“Company”),
established this 2004 Stock and Deferral Plan for Non-Employee Directors (
as amended to
date,
the “Plan”) for the purpose of providing non-employee directors of the Company with regular grants
of shares of the common stock of the Company (or units representing
the right to receive
such shares) and the
opportunity to defer a portion of their compensation, in order to provide greater incentives for those non-employee
Directors
directors
to attain and maintain the highest standards of performance, to attract and retain non-employee
Directors
directors
of
outstanding competence and ability, to stimulate the active interest of such persons in the development and financial
success of the Company, to further the identity of interests of such non-employee
Directors
directors
with
those of the Company’s stockholders generally, and to reward such non-employee
Directors
directors
for
outstanding performance. The Plan was originally established effective April 14, 2004 and approved by the
stockholders of the Company at their April 2004 annual general meeting. Effective April 19, 2007, the Plan was amended
and restated to allow a non-employee
Director
director
to defer the payment of part or all of his
or her Cash Compensation
.
(as defined in Section 1.2). Effective January 19, 2012, the Plan was
amended and restated to incorporate previous amendments to the Plan and to make certain other amendments, including
increasing the number of shares available for grant under the Plan.
The Plan is hereby amended and restated effective
January
19, 2012
17, 2019
.
|
|
|
1.2
|
Definitions
.
|
“Annual
Director Award Date” means the last day of the calendar month in which occurs the first Board meeting following the regular
annual general meeting of the stockholders of the Company, or, if the last day of the calendar month is not a business day, then
the next business day
, or such other date as may be selected by the Committee from time to time
.
“Board
of Directors” or “Board” means the Board of Directors of the Company.
“Cash
Compensation” means the total cash compensation
which
that
is paid to Eligible Directors for services
rendered, including any annual retainer fees and any annual fees related to committee membership or services as a committee chair.
“Committee”
means such committee as is designated by the Board
from time to time
to administer the Plan in accordance with Article II,
or if no such committee is designated, the Board.
“Common
Stock” means the common stock, par value $.01 per share, of the Company.
“Company”
means Schlumberger Limited, a corporation incorporated under the laws of the former Netherlands Antilles and now existing as a
Curaçao corporation.
“Deferral Election” is defined in Section 4.1.
“Deferred
Compensation Account”
means the bookkeeping account maintained for each Participant to record certain amounts deferred
by the Participant in accordance with Article IV hereof
is defined in Section 4.3
.
“Determination
Date” means the date on which delivery of a Participant’s deferred Stock Awards or Cash Compensation is made or commences,
as determined in accordance with Section 5.1.
“Director”
means an individual who is serving as a member of the Board.
“Eligible
Director” means each Director who is not an employee of the Company or of any of its subsidiaries.
“Fair
Market Value” means, as of any date, the value of the Common Stock as determined by computing the average of the high and
low composite sales prices per share of Common Stock, as reported on the consolidated transaction reporting system for the New
York Stock Exchange for that date, or, if there were no reported prices for that date, the average of the reported high and low
prices on the last preceding date on which composite sales were effected on the New York Stock Exchange.
“Money
Market Equivalents” means a phantom investment benchmark that is used to measure the return credited to a Participant’s
Deferred Compensation Account. To the extent Money Market Equivalents are elected, interest equivalents will be credited to the
Participant’s Deferred Compensation Account as of the last day of each calendar month based upon the average daily balance
in the account for the month and the IMONEY NET First Tier Institutional Index benchmark return for the month as determined from
Northern Trust or a similar or equivalent index of money fund assets to be determined by the Committee to be in effect from time
to time.
|
Schlumberger
Limited
2019 Proxy Statement
|
|
B-1
|
“Participant”
means an Eligible Director who is granted Stock Awards pursuant to Article III.
“Stock
Award” means an award of shares of Common Stock, restricted Common Stock or restricted Stock Units pursuant to Article III.
“Stock
Unit” means a unit
which
that
represents the right to receive one share of Common Stock under
such terms and conditions as may be prescribed by the Committee and
this
the
Plan.
“S&P
500
Index
Equivalents
” means a phantom investment benchmark that is used to measure the return
credited to a Participant’s Deferred Compensation Account. To the extent S&P 500 Equivalents are elected, the
earnings (or loss) equivalents will be credited (or debited) to
the
a
Participant’s Deferred
Compensation Account as of the last day of each calendar
quarter
month
based upon the balance in the
account as of the last day of the
quarter
month
and the returns realized by the Standard &
Poor’s 500 Index for the
quarter
month
.
Article II: Administration of the Plan
2.1
|
Committee
.
This
The
Plan shall be administered by
the
Compensation
Committee
of the Board, unless and until the Board designates another committee to administer the
Plan
.
|
|
|
2.2
|
Committee’s Powers
. Subject to the provisions hereof, the Committee
shall
will
have full and exclusive power and authority to administer
this
the
Plan and to take all actions
which are specifically contemplated hereby or are
, in its discretion,
necessary or appropriate in connection with the
administration
hereof
of the Plan
. The Committee
shall
will
also have full and
exclusive power to interpret this Plan and to adopt such rules, regulations, and guidelines for carrying out
this
the
Plan as it may deem necessary or proper
, all of which powers shall be exercised in the best interests of the
Company and in keeping with the objectives of this Plan
. The Committee
shall
will
also
have the full and exclusive power to adopt rules, procedures, guidelines and sub-plans to
this
the
Plan relating to the operation and administration of the Plan to accommodate the specific requirements of local laws
and procedures in
foreign
non-US
jurisdictions. The Committee may, in its discretion,
determine the eligibility of individuals to participate herein, determine the amount of Stock Awards
to be
granted to a Participant and the number or amount of Stock Awards
or Cash Compensation a Participant may
elect to defer, or waive any restriction or other provision of
this
the
Plan. The
Committee may
, in its discretion,
correct any defect or
supply any
omission, or reconcile
any inconsistency in
this
the
Plan in the manner and to the extent the Committee deems
necessary or desirable to carry it into effect.
|
|
|
2.3
|
Committee Determinations Conclusive
. Any decision of the Committee in the
interpretation and administration of
this
the
Plan
shall
will
lie within
its sole and absolute discretion and
shall
will
be final, conclusive and binding on all parties
concerned.
|
|
|
2.4
|
No Committee Member Liability
. No member of the Committee or officer of the Company to
whom the Committee has delegated authority in accordance with the provisions of Section 2.5 of
this
the
Plan
shall
will
be liable for anything done or omitted to be done by him or her, by any member of the Committee or by an officer of the
Company in connection with the performance of any duties under
this
the
Plan, except for his or her
own willful misconduct or as expressly provided by statute.
|
|
|
2.5
|
Delegation of Authority
. The Committee may delegate to the Chief Executive Officer
and to other senior officers of the Company its duties under
this
the
Plan (other than its granting
authority described in Article III) pursuant to such conditions or limitations as the Committee may establish.
|
Article III: Stock Awards
3.1
|
Shares Available
. There
shall
will
be available for Stock
Awards during the term of
this
the
Plan an aggregate of
450,000
650,000
shares of Common Stock. Shares of Common Stock will be made available from either (a) the Company’s authorized
but unissued shares or (b) treasury shares that have been issued but reacquired by the Company.
|
|
|
3.2
|
Annual Grants. On each Annual Director Award Date all Eligible Directors as of such Annual
Director Award Date
shall
will
be granted a Stock Award as compensation for services to be performed
thereafter through the next succeeding Annual Director Award Date
; provided, however, that any Eligible Director
appointed between Annual Director Award Dates may be granted an initial Stock Award at any time between such Eligible
Director’s appointment to the Board and the next Annual Director Award Date. Stock Awards will be granted
Such
Stock Award shall be granted with respect to a number of shares of Common Stock
in the form of a number of
shares of Common Stock, restricted Common Stock or restricted Stock Units,
and may be granted at such times as the
Committee will determine,
with the form and amount of such Stock Awards to be determined by the Committee; provided,
however, that each such annual Stock Award may not exceed
6,000 shares of Common Stock, restricted Common Stock
or restricted Stock Units
$500,000 in Fair Market Value
.
The
Any
Stock Award
shall
will
be subject to such terms, conditions and restrictions (including vesting) as the Committee may determine in its
discretion
in connection with such award
.
|
|
Schlumberger
Limited
2019 Proxy Statement
|
|
B-2
|
Article IV: Deferral Election and Accounts
4.1
|
Deferral Election
. A
n Eligible
Director, at the discretion of the Committee,
may irrevocably elect to defer the receipt of all or part of a Stock Award
and/
or Cash Compensation
,
or both,
by submitting a
written
deferral election in the manner specified by the Committee
(a
“Deferral Election”)
. The Deferral Election (i)
shall
will
specify the number of
shares of Common Stock the receipt of which the Participant elects to defer and
/or
the amount or
percentage of Cash Compensation
the Participant elects to defer
, (ii)
shall
will
designate
the period of deferral among the choices provided in Section 5.1, and (iii) may not be revoked or modified.
|
|
|
4.2
|
Timing of Elections
.
For annual grants of Stock Awards pursuant to
Except
as set forth in the next sentence of this
Section
3.2
4.2
, Deferral Elections must be made (i)
for Stock Awards, no later than December 30 of each calendar year preceding the applicable Annual Director Award Date and
(ii) for Cash Compensation, no later than the last day of the calendar year immediately preceding the calendar year in
which such payments would have otherwise been paid. Deferral Elections may be completed by newly appointed Eligible
Directors no later than the date that is 30 days after the date such individual first becomes an Eligible Director;
provided that such Deferral Election
may
will
apply solely to Stock Awards or Cash Compensation
related to services to be performed subsequent to such Deferral Election. The Committee
shall
will
be
authorized to adopt such other rules and limitations as it
shall
determine
s
are necessary or
appropriate with respect to the timing of elections to defer Stock Awards or Cash Compensation under the Plan.
|
|
|
4.3
|
Establishment of Accounts
. The Company shall also
set up an appropriate record
(hereinafter called the “Deferred Compensation Account”)
cause to be established an unfunded
bookkeeping account for each Participant (
which will from time to time reflect the name of each Participant and (i)
the number of
restricted
Stock
Units
Awards
and, if applicable, dividend equivalents
credited to such Participant pursuant to Section 4.4 and (ii) the Cash Compensation deferred pursuant to Section 4.1 plus
earnings or losses credited thereon monthly
(as to each Participant, the “Deferred Compensation
Account”)
.
|
|
|
4.4
|
Crediting of Deferred Stock Awards or Restricted Stock Unit Awards
. Any Stock Awards
deferred pursuant to a Deferral Election as described in Section 4.1
shall
will
be credited to the
Participant’s Deferred Compensation Account as of the date the shares would otherwise have been delivered pursuant
to Article III
in the form of a number of restricted Stock Units equal to the number of shares of Common Stock
deferred,
and any restricted Stock Units awarded pursuant to Section 3.2
shall
will
also
be credited to a Participant’s Deferred Compensation Account as of such date. No interest will be credited to a
Participant’s Deferred Compensation Account with respect to any restricted Stock Units
. In
provided,
however that in
the event that a cash dividend is paid on Common Stock during the period that restricted Stock Units
are credited to the Participant’s Deferred Compensation Account, an amount equivalent to the amount of the cash
dividend will be credited to the Participant’s Deferred Compensation Account and the accumulated amount will be
paid out, without interest, at the end of the period of deferral.
|
|
|
4.5
|
Adjustments
.
|
|
(a)
|
Exercise of Corporate Powers
. The existence of
this
the
Plan
and any outstanding
restricted
Stock
Units credited
Awards or Deferred Compensation
Accounts
hereunder
shall
will
not affect in any manner the right or power of the Company or
its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the
capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the
existing Common Stock) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to
that of the acts or proceedings enumerated above.
|
|
|
|
|
(b)
|
Recapitalizations, Reorganizations and Other Activities
. In the event of any subdivision
or consolidation of outstanding shares of Common Stock, declaration of a dividend payable in shares of Common Stock or other
stock split, then (i) the number of restricted Stock Units relating to such class of Common Stock; (ii) the appropriate
fair
market value
Fair Market Value
and other price determinations for such restricted Stock Units; (iii) the number
of shares reserved for issuance under
this
the
Plan in Section 3.1 and (iv) the limitations designated
in Section 3.2 of
this
the
Plan
shall
will
each be proportionately adjusted
by the Board to reflect such transaction. In the event of any other recapitalization or capital reorganization of the Company,
any consolidation or merger of the Company with another corporation or entity, the adoption by the Company of any plan of
exchange affecting any class of Common Stock or any distribution to holders of any class of Common Stock of securities or
property (other than normal cash dividends or dividends payable in Common Stock), the Board shall make appropriate adjustments
to (i) the number of restricted Stock Units relating to such class of Common Stock; (ii) the appropriate
fair market
value
Fair Market Value
and other price determinations for such restricted Stock Units; (iii) the number of
shares reserved for issuance under
this
the
Plan in Section 3.1 and (iv) the limitations designated
in Section 3.2 of
this
the
Plan to give effect to such transaction; provided that such adjustments
shall
will
only be such as are necessary to preserve, without increasing, the value of such items.
In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation,
the Board
shall
will
be authorized to issue or assume restricted Stock Units by means of substitution
of new restricted Stock Units, as appropriate, for previously issued restricted Stock Units or an assumption of previously
issued restricted Stock Units as part of such adjustment.
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Schlumberger
Limited
2019 Proxy Statement
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B-3
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4.6
|
Deferred Cash Compensation
. Each Participant
shall
will
be entitled to
direct the manner in which his or her deferred Cash Compensation will be deemed to be invested for the period of deferral
and in accordance with such rules
, regulations
and procedures as the Committee may establish from time to
time. Notwithstanding anything to the contrary herein, earnings and losses based on a Participant’s investment elections
shall
will
begin to accrue as of the date such Participant’s deferred Cash Compensation amounts
are credited to his or her Deferred Compensation Account and
shall
will
end on the Determination Date
(as defined in Section 5.1 below). Each Participant may choose to have his or her deferred Cash Compensation deemed to be
invested in the Common Stock, Money Market Equivalents or S&P 500 Equivalents. Any amounts deemed to be invested in the
Company’s Common Stock
shall
will
(1) have a purchase price equal to the
fair market
value (as defined below)
Fair Market Value
of each share of Common Stock on the date the investment is deemed
to have occurred, and (2) be credited with dividend equivalents representing cash dividends payable with respect to the Common
Stock, if any.
For purposes of the Plan, the “fair market value “of Common Stock shall be deemed to equal
the closing sales price per share of the Common Stock in the New York Stock Exchange Composite Transactions Quotations, as
reported for that date, or if there shall have been no such reported prices for that date, the reported closing sales price
on the last preceding date on which a composite sale or sales were effected on one or more of the exchanges on which the shares
of Common Stock were traded shall be the fair market value.
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Article V: Delivery of Deferred Shares or Cash
5.1
|
Period of Deferral
. With respect to (a) Stock Awards
and/
or Cash Compensation
deferred pursuant to Section 4.1, a Participant may elect that delivery of
such
deferred Stock Awards
and/
or
Cash Compensation credited to the Participant under the Plan be made or commence at (i) a date that is one year following
the date of the termination of the Participant’s status as a Director of the Company, or (ii) the date of the termination
of the Participant’s status as a Director of the Company, and (b) restricted Stock Units granted pursuant to Section
3.2, the Committee shall determine the date or conditions as of which shares represented by such restricted Stock Units will
be delivered (the date elected or selected by the Participant or the Committee, as applicable,
to be known a
s
the “Determination Date”).
Delivery of shares will be made within 60 days after the Determination Date.
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5.2
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Delivery of Deferred Stock Awards and Deferred Cash Compensation
.
As of the Determination Date, the
The
aggregate number of restricted Stock Units and, if applicable, dividend equivalents credited to a Participant’s
Deferred Compensation Account
will be calculated
as of
such
the
Determination Date
shall
be calculated
. A Participant
shall
will
receive delivery of a number of shares of Common Stock
equal to the aggregate number of restricted Stock Units and a cash payment equal to the amount of the aggregate dividend equivalents
representing cash dividends payable with respect to the Company’s Common Stock, if any, over the period beginning on
the Annual Director Award Date and ending on the Determination Date. As of the Determination Date, a Participant’s Cash
Compensation deemed to be invested in Money Market Equivalents or S&P 500 Equivalents, plus any amounts credited to a
Participant’s Deferred Compensation Account pursuant to Section 4.6 herein,
shall
will
be payable
in the form of a cash lump sum. As of the Determination Date, a Participant’s Cash Compensation deemed to be invested
in shares of the Company’s Common Stock
shall
will
be payable in the form of shares of the Company’s
Common Stock plus a cash payment equal to the amount of the aggregate dividend equivalents.
Delivery of shares of Common
Stock or cash, as applicable, will be made within 60 days after the Determination Date.
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5.3
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Death Prior to Payment
. In the event that a Participant dies prior to delivery of all shares
of Common Stock
and funds deliverable pursuant to the Plan, any remaining shares and funds credited to Participant’s Deferred Compensation
Account shall be delivered to the Participant’s estate within 60 days following the Company’s notification of
the Participant’s death.
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5.4
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Delivery to Incompetent Participants
. To the extent allowed under applicable law, should the Participant become
incompetent, the Company
shall
will
be authorized to deliver shares and funds credited to Participant’s
Deferred Compensation Account and deliverable pursuant to the Plan to a guardian or legal representative of such incompetent
Participant
, or directly to such incompetent
Participant, in
whichever manner the Committee
shall
determine
s
in its sole discretion.
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Article VI: Miscellaneous
6.1
|
Unfunded Plan
. Nothing contained herein
shall
will
be deemed to create a trust of any kind or create any fiduciary relationship.
This
The
Plan
shall
will
be unfunded. To the extent that a Participant acquires a right to receive delivery of shares from the Company under the Plan, such right
shall
will
not be greater than the right of any unsecured general creditor of the
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Schlumberger
Limited
2019 Proxy Statement
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B-4
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Company and such right
shall
will
be an unsecured claim against the general assets of the Company.
Although bookkeeping accounts may be established with respect to Participants, any such accounts
shall
will
be used merely as a bookkeeping convenience. The Company
shall
will
not be required to segregate
any assets that may at any time be represented by stock or rights thereto, nor
shall
will
this
the
Plan be construed as providing for such segregation, nor
shall
will
the Company, the Board or the
Committee be deemed to be a trustee of any stock or rights thereto to be granted under
this
the
Plan.
Any liability or obligation of the Company to any Participant with respect to stock or rights thereto under
this
the
Plan
shall
will
be based solely upon any contractual obligations that may be created by
this
the
Plan, and no such liability or obligation of the Company
shall
will
be deemed to be secured by
any pledge or other encumbrance on any property of the Company. Neither the Company
,
nor
the Board
nor the Committee
shall
will
be required to give any security or bond for the performance of any obligation
that may be created by
this
or under the
Plan.
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6.2
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Title to Funds Remains with Company
. Amounts credited to each Participant’s Deferred Compensation Account
shall
will
not be specifically set aside or otherwise segregated, but will be combined with corporate
assets. Title to such amounts will remain with the Company and the Company’s only obligation will be to make timely
delivery to Participants in accordance with the Plan.
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6.3
|
Statement of Account
. A statement will be furnished to each Participant annually on such date as may be determined
by the Committee stating the balance of Deferred Compensation Account as of a
recent
date designated by the
Committee.
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6.4
|
Assignability
. Except as provided in Section 5.3, no right to receive delivery of shares
of Common Stock
hereunder
shall
will
be transferable or assignable by a Participant except by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by the U.S. Internal Revenue Code of 1986, as
amended (the “Code”), or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder. Any attempted assignment of any benefit under
this
the
Plan in violation of this Section
6.4
shall
will
be null and void.
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6.5
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Restrictions
. No Common Stock or other form of payment will be issued with respect to any Stock Award or Deferred Compensation
Account unless the Company is satisfied, based on the advice of its counsel, that such issuance will be in compliance with
applicable law, including, but not limited to, applicable federal and state securities laws. The Company will not be obligated
to issue any shares of Common Stock or make any payments with respect to any such Stock Award or Deferred Compensation Account
if the issuance of such shares of Common Stock or if any such payment made would constitute a violation by the recipient or
the Company of any provision of any applicable law or regulation of any governmental authority or any securities exchange
on which the Common Stock is listed. Certificates evidencing shares of Common Stock delivered under the Plan (to the extent
that such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations and other requirements of the U.S. Securities and Exchange Commission, any securities
exchange or transaction reporting system upon which the Common Stock is then listed or to which it is admitted for quotation
and any applicable federal or state securities law. The Committee may cause a legend or legends to be placed upon such certificates
(if any) to refer to such restrictions.
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6.6
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Amendment, Modification, Suspension or Termination
. The
Board
Committee
may amend, modify,
suspend or terminate
this
the
Plan for the purpose of meeting or addressing any changes in legal requirements
or for any other purpose permitted by law, except that (i) no amendment, modification or termination
shall
will
,
without the consent of the Participant, impair the rights of any Participant to the number of restricted Stock Units credited
to such Participant’s Deferred Compensation Account as of the date of such amendment, modification or termination and
(ii) no amendment or modification
shall
will
be effective prior to its approval by the stockholders
of the Company to the extent such approval is required by applicable legal requirements or the requirements of the securities
exchange on which the Company’s Common Stock is listed.
The Board may at any time and from time to time delegate
to the Committee any or all of this authority under this Section 6.5.
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6.7
|
Governing Law
.
This
The
Plan and all determinations made and actions taken pursuant hereto,
to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States,
shall
will
be governed by and construed in accordance with the laws of the State of Texas.
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6.8
|
Successors
. All obligations of the Company under the Plan with respect to Stock Awards and Deferred Compensation Accounts
hereunder will be binding on any successor to the Company, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the
Company.
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6.9
|
Tax and Social Insurance
. Participants are responsible for any and all tax or social insurance due on Stock Awards
or restricted Stock Units under
this
the
Plan. Participants shall pay or make arrangements to satisfy
all withholding obligations of the Company related to
this
the
Plan. The Company has the authority
to satisfy any withholding obligations from funds or shares of Common Stock deliverable pursuant to
this
the
Plan or other cash compensation due a Participant, if applicable.
Nothing in the Plan will constitute a representation
by the Company to a Participant regarding the tax consequences of any Stock Award received by a Participant or any Deferred
Compensation Account created in connection with the Plan. The Company will be unconstrained in its corporate activities without
regard to the potential negative tax impact on holders of Stock Awards and Deferred Compensation Accounts under the Plan.
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Schlumberger
Limited
2019 Proxy Statement
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B-5
|
6.10
|
Code Section 409A
. To the extent applicable,
this
the
Plan is intended to comply with the provisions of Code Section 409A and related regulations and United States Department of the Treasury pronouncements (“Section 409A”) with respect to amounts deferred or vested on or after January 1, 2005, and shall be interpreted accordingly. To the extent it would not adversely impact the Company, the Company agrees to interpret, apply and administer
this
the
Plan in the least restrictive manner necessary to comply with such requirements and without resulting in any diminution in the value of payments or benefits to the Participants. No action taken to comply with Section 409A
shall
will
be deemed to adversely affect the Participant’s rights under
this
the
Plan.
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SCHLUMBERGER LIMITED
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/s/ Paal Kibsgaard
|
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Chief Executive Officer
|
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Schlumberger
Limited
2019 Proxy Statement
|
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B-6
|
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