HALLIBURTON COMPANY - PRE 14A

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION DATED
MARCH 10, 2023 

 

In accordance with Rule 14a-6(d) under Regulation 14A, please be advised that Halliburton Company intends to release definitive copies of this Proxy Statement to security holders on or about April 4, 2023.

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

 

SCHEDULE 14A

 

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

(Amendment No.     )

 

  Filed by the Registrant   Filed by a Party other than the Registrant

 

Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12

 

 

HALLIBURTON COMPANY

 

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check all boxes that apply):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
 

 

 
 

 

To Our Valued Shareholders

 

April 4, 2023

 

Fellow Shareholders:

 

On behalf of our Board of Directors, management team, and more than 45,000 employees, thank you for your investment in Halliburton.

 

The events of 2022 demonstrated the importance of a balanced approach to meet the world’s energy needs, including securing access to oil and gas far into the future. We see great opportunity as activity accelerates throughout this unfolding multi-year industry upcycle. Halliburton is in the right geographic markets, with innovative product and service offerings to help our customers provide the secure, reliable, and affordable energy from oil and gas that global economies demand.

 

In 2022, we achieved strong business results across all of our regions and product service lines, despite geopolitical conflicts, inflation, and supply chain constraints. This strong financial performance demonstrated the earnings power of Halliburton’s execution on its strategy and the commitment of our employees to accomplish our strategic priorities.

 

We are excited about 2023 and beyond, and we are grateful for the roles that our employees, Board of Directors, and shareholders play in our success. We look forward to the opportunity to deliver profitable international growth, maximize value in North America, increase capital efficiency, develop and deploy digital and automation solutions, and advance cleaner, affordable energy. We remain focused on our value proposition: to collaborate and engineer solutions that maximize asset value for our customers.

 

Your vote is important regardless of how many shares you own. Whether or not you plan to attend our annual meeting on May 17, 2023, at our corporate office in Houston, please review the proxy materials and vote as soon as possible. You may do so by phone, online, or if you received a paper proxy, through the mail. See the Notice of Annual Meeting for instructions on how to vote.

 

On behalf of the Board of Directors, thank you for your confidence in Halliburton.

 

Sincerely,

 

 
Jeffrey A. Miller
Chairman, President and CEO
  Robert A. Malone
Lead Independent Director
     
 
 
Table of Contents  
 
 
Letter from the Chairman, President and CEO and Lead Independent Director i
   
Notice of Annual Meeting of Shareholders 1
   
Proxy Statement Summary 2
2022 Strategic Priorities 2
2022 Performance Overview 2
Our 2023 Board Nominees 3
Our 2022 Named Executive Officers 3
Our Executive Compensation Program 4
Our Year-round Shareholder Engagement 5
   
Corporate Governance 6
Corporate Governance Guidelines and Committee Charters 6
Code of Business Conduct 6
Related Persons Transactions Policy 6
   
The Board of Directors and Standing Committees of Directors 7
Board Leadership 7
Board and Committee Oversight 8
Members of the Committees of Our Board of Directors 10
Board Attendance 10
Evaluation of Board and Director Performance 11
Shareholder Nominations of Directors 12
Qualifications of Directors 12
Board Refreshment 13
Shareholder Engagement 14
Communication to the Board 14
   
Proposal No. 1 Election of Directors 15
Information about Nominees for Director 17
   
Directors’ Compensation 30
Directors’ Fees 30
Directors’ Equity Awards 30
Directors’ Deferred Compensation Plan 30
Directors’ Stock Ownership Requirements 31
Director Clawback Policy 31
Matching Programs 31
2022 Director Compensation 32
   
Stock Ownership Information 34
Delinquent Section 16(a) Reports 34
Stock Ownership of Certain Beneficial Owners and Management 34
   
Proposal No. 2 Ratification of Selection of Principal Independent Public Accountants 36
     
Audit Committee Report 37
   
Fees Paid to KPMG LLP 38
   
Proposal No. 3 Advisory Approval of Executive Compensation 39
     
Compensation Committee Report 39
   
Compensation Discussion and Analysis 40
Enhancing Our Shareholder Outreach and Board Activity 41
Straight from the Boardroom: Talking with Murry S. Gerber 42
2022 CEO Compensation Overview 43
2022 Performance Overview 45
The Foundation of Our Executive Compensation Program 47
Setting Executive Compensation 49
2022 Executive Compensation Outcomes in Detail 51
Other Executive Benefits and Policies 57
   
Executive Compensation Tables 61
Summary Compensation Table 61
Supplemental Table: All Other Compensation 62
Grants of Plan-Based Awards in Fiscal 2022 64
Outstanding Equity Awards at Fiscal Year End 2022 65
2022 Option Exercises and Stock Vested 68
2022 Nonqualified Deferred Compensation 68
Employment Contracts and Change-in-Control Arrangements 69
Post-Termination or Change-in-Control Payments 70
   
Equity Compensation Plan Information 74
   
Pay Versus Performance 74
   
CEO Pay Ratio 80
   
Proposal No. 4 Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation 81
     
Proposal No. 5 Approval of an Amendment to the Certificate of Incorporation Regarding Officer Exculpation 82
     
Proposal No. 6 Approval of Miscellaneous Amendments to the Certificate of Incorporation 84
     
General Information 86
   
Additional Information 87
Involvement in Certain Legal Proceedings 87
Advance Notice Procedures and Shareholder Proposals 87
Proxy Solicitation Costs 87
   
Other Matters 88
   
Appendix A Amended and Restated Certificate of Incorporation of Halliburton Company A-1

 

www.halliburton.com       HALLIBURTON  |  2023 Proxy Statement      ii
 
 
Back to contents 
 
 

 

Notice of Annual Meeting
of Shareholders to be held
May 17, 2023

 

April 4, 2023

 

Halliburton Company, a Delaware corporation, will hold its Annual Meeting of Shareholders on Wednesday, May 17, 2023, at 9:00 a.m. Central Daylight Time at its corporate office at 3000 N. Sam Houston Parkway East, Life Center -Auditorium, Houston, Texas 77032.

 

At the meeting, the shareholders will be asked to consider and act upon the matters discussed in the attached proxy statement as follows:

 

1. To elect the thirteen nominees named in the attached proxy statement as Directors to serve for the ensuing year and until their successors shall be elected and shall qualify.
2. To consider and act upon a proposal to ratify the appointment of KPMG LLP as principal independent public accountants to examine the financial statements and books and records of Halliburton for the year ending December 31, 2023.
3. To consider and act upon advisory approval of our executive compensation.
4. To consider and act upon an advisory vote on the frequency of future advisory votes on executive compensation.
5. To consider and act upon approval of an amendment to the Certificate of Incorporation regarding officer exculpation.
6. To consider and act upon approval of miscellaneous amendments to the Certificate of Incorporation.
7. To transact any other business that properly comes before the meeting or any adjournment or adjournments of the meeting.

 

These items are fully described in the following pages, which are made a part of this Notice. The Board of Directors has set the close of business on March 20, 2023, as the record date for the determination of shareholders entitled to notice of and to vote at the meeting and at any adjournment of the meeting.

Internet Availability of Proxy Materials

 

On or about April 4, 2023, we mailed our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 2023 proxy statement and 2022 Annual Report on Form 10-K and how to vote online. The notice also provides instruction on how you can request a paper copy of these documents if you desire. If you received your Annual Meeting materials via e-mail, the e-mail contains voting instructions and links to the proxy statement and Form 10-K on the Internet.

 

If You Plan to Attend

 

Attendance at the meeting is limited to shareholders and one guest each. Admission will be on a first-come, first-served basis. Registration will begin at 8:00 a.m., and the meeting will begin at 9:00 a.m. Each shareholder holding stock in a brokerage account will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Please note that you will be asked to present valid picture identification, such as a driver’s license or passport.

 

By order of the Board of Directors

 

 

Van H. Beckwith

Executive Vice President, Secretary and Chief Legal Officer


 

You can vote by any of the following methods:
INTERNET
www.proxyvote.com

until 11:59 p.m.
Eastern Daylight Time
on May 16, 2023
BY TELEPHONE
until 11:59 p.m.
Eastern Daylight Time
on May 16, 2023
BY MAIL
Completing, signing, and returning
your proxy or voting instruction card
before May 17, 2023
IN PERSON
at the annual meeting

 

The following voting matters are described in this proxy statement.

 

    Board Vote
Recommendation
  Page
Reference
Election of Directors   FOR Each Nominee   15
Ratification of Selection of Principal Independent Public Accountants   FOR   36
Advisory Approval of Executive Compensation   FOR   39
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation   FOR Every Year   81
Approval of an Amendment to the Certificate of Incorporation Regarding Officer Exculpation   FOR   82
Approval of Miscellaneous Amendments to the Certificate of Incorporation   FOR   84
 
Back to contents 

Proxy Statement Summary

 

This summary highlights information contained elsewhere in this proxy statement or as otherwise noted. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.

 

2022 Strategic Priorities

 

As we began 2022, we identified the following focus areas in our 2021 Form 10-K:

 

International: Allocate our capital to the highest return opportunities, continue investing in digital technologies that maximize our asset value to drive profitable growth, and increase our international growth in our specialty chemicals and artificial lift businesses.
North America: Continue to build on the operating leverage we have created, maximize cash flow by utilizing our premium low-emissions equipment, and continue developing differentiated technologies focused around the wellbore.
Digital: Continue to accelerate the deployment and integration of digitalization and automation technologies that create differentiation, both internally and for our customers.
Capital efficiency: Maintain our capital expenditures in the range of 5-6% of revenue while focusing on technological advancements and process changes that reduce our manufacturing and maintenance costs and improve how we move equipment and respond to market opportunities.
Sustainable energy: Leverage the increasing number of participants in and scope of Halliburton Labs to gain insight into developing value chains in the clean energy space and continue to develop and deploy low-carbon solutions to help oil and gas operators lower their current emissions profiles while also using our existing technologies in renewable energy applications.

 

2022 Performance Overview (pages 45-46)

 

Our success throughout 2022 was a direct result of the hard work and dedication of our employees with relentless focus on safety, operational execution, customer collaboration, and service quality performance. We saw the resilience of oil and gas demand throughout 2022 even as central banks raised interest rates to combat inflation. Our exceptional financial performance this year is a clear result of the execution of our strategic priorities in 2022. Here are the highlights for 2022:

 

Financial: Our total revenue increased 33% in 2022 as compared to 2021. Our International revenue increased 20% and our North America revenue increased 51% in 2022 compared to 2021, with improved margins driven by increased activity and pricing gains. Overall, our Completion and Production and Drilling and Evaluation operating segments finished the year with 18% and 15% operating margins, respectively. We generated strong cash flows from operations and retired $1.2 billion of debt.
Digital: Our accelerated deployment and integration of digital and automation technologies created technical differentiation in the market and contributed to our higher margins and increased internal efficiencies.
Capital efficiency: We advanced technologies and made strategic choices that kept our capital expenditures to 5% of revenue, which is in the range of our 5-6% of revenue target.
Sustainability and energy mix transition: We were named to the Dow Jones Sustainability Index (DJSI), which recognizes the top 10% most sustainable companies per industry. The DJSI uses environmental, social, and governance (ESG) criteria to measure and rank the performance of best-in-class companies selected for its list. When compared to our peers, we ranked in the 98th percentile and received high marks in the Human Capital Development, Risk & Crisis Management, and Business Ethics categories. Additionally, we added nine new participating companies to Halliburton Labs, our clean energy accelerator.

 

www.halliburton.com       HALLIBURTON  |  2023 Proxy Statement      2
 
 
Back to contents 

Our 2023 Board Nominees (pages 17-29)

 

Name   Age   Occupation
Abdulaziz F. Al Khayyal   69   Former Director and Senior Vice President, Industrial Relations, Saudi Aramco
William E. Albrecht   71   President, Moncrief Energy, LLC
M. Katherine Banks   63   President, Texas A&M University
Alan M. Bennett   72   Former President and Chief Executive Officer, H&R Block, Inc.
Milton Carroll   72   Former Executive Chairman of the Board, CenterPoint Energy, Inc.
Earl M. Cummings   58   Managing Partner, MCM Houston Properties, LLC
Murry S. Gerber   70   Former Executive Chairman of the Board, EQT Corporation
Robert A. Malone   71   Executive Chairman, President and Chief Executive Officer, First Sonora Bancshares, Inc., and the First National Bank of Sonora
Jeffrey A. Miller   59   Chairman of the Board, President and Chief Executive Officer, Halliburton Company
Bhavesh V. (Bob) Patel   56   Chief Executive Officer, W. R. Grace
Maurice S. Smith   51   President and Chief Executive Officer, Health Care Service Corporation
Janet L. Weiss   59   Former President, BP Alaska
Tobi M. Edwards Young   47   Senior Vice President, Legal, Regulatory, and Corporate Affairs, Cognizant Technology Solutions

 

 

Our 2022 Named Executive Officers (page 47)

 

Name   Age   Occupation
Jeffrey A. Miller                 59   Chairman, President and Chief Executive Officer
Eric J. Carre   57   Executive Vice President and Chief Financial Officer
Lance Loeffler   46   Senior Vice President, Middle East North Africa Region
Lawrence J. Pope   55   Executive Vice President, Administration and Chief Human Resources Officer
Joe D. Rainey   66   President – Eastern Hemisphere
Mark J. Richard   61   President – Western Hemisphere

 

    HALLIBURTON  |  2023 Proxy Statement      3
 
 
Back to contents 

Our Executive Compensation Program (pages 47-73)

 

Objectives (page 47)

 

Our executive compensation program is composed of base salary, a short-term incentive, and long-term incentives and is designed to achieve the following objectives:

 

Provide a clear and direct relationship between executive pay and our performance on both a short-term and long-term basis;
Target market competitive pay levels with a comparator peer group;
Emphasize operating performance drivers;
Link executive pay to measures that drive shareholder returns;
Support our business strategies; and
Maximize the return on our human resource investment.

 

How Our Executive Compensation Program Links to Performance (page 47)

 

Our executive compensation program emphasizes variable pay that aligns compensation with performance and shareholder value. The mix of compensation elements is heavily weighted toward variable, performance-based compensation to ensure our senior executives continue to deliver the reliable execution, strong cash flow, and industry-leading returns that our shareholders expect.

 

    Reward
Element
  Objective   Key Features   How Award Value
is Determined
  2022 Decisions
FIXED   Base Salary   Compensates executives based on their responsibilities, experience, and skillset.   Fixed element of compensation paid in cash.   Benchmarked against a group of comparably sized corporations and industry peers.   Base salary determinations varied by individual as noted on page 51.
AT
RISK
  Short-Term (Annual) Incentive   To motivate and incentivize performance over a one-year period.   Award value and measures are reviewed annually. Targets are set at the beginning of the period.  

Performance measured against:

 

  60% NOPAT

 

  20% Asset Turns

 

  20% Non-Financial Strategic Metrics

 

Award values were targeted at the market median for 2022.  

 

Added Non-Financial Strategic Metrics focused on sustainability and DE&I measured for full year 2022.

 

Repeated the split year performance goals for financial metrics consisting of two six-month performance periods established to address the challenge of setting full year financial goals in an uncertain market environment.

  Long-Term Incentives   To motivate and incentivize sustained performance over the long-term. Aligns interests of our NEOs with long-term shareholders.  

Value is delivered:

 

  70% performance units measured over three years (½ in stock; ½ in cash) with relative TSR modifier

 

  30% restricted stock

 

The 2022 performance units measured against ROCE performance relative to performance peers and includes a relative TSR modifier.

 

Restricted stock grants have time-based vesting and value is driven by our share price.

 

Award values were targeted at the market median for 2022.

 

Moved restricted stock grants from December to January to align LTI grant timing.

 

 

www.halliburton.com       HALLIBURTON  |  2023 Proxy Statement      4
 
 
Back to contents 

Our Year-round Shareholder Engagement (page 14)

 

In 2022, independent Board members offered off-season meetings with our largest shareholders.
A refreshed shareholder presentation highlighted the latest information about our Board oversight and corporate governance; executive compensation program; health, safety, and environment (HSE) performance and strategies; diversity, equity, and inclusion (DE&I) performance and strategies; and our approach to the energy mix transition.
Board members and management conducted meetings with 20 shareholders representing approximately 50% of our shares and with the two largest proxy advisors, ISS and Glass Lewis.
Participants included Murry Gerber, Chair of the Compensation Committee, or Bob Malone, Lead Independent Director, and senior management.
Also, our senior management and Investor Relations team participated in 13 sell-side conferences, three non-deal roadshows, and 313 investor meetings that are all part of our ongoing cadence of shareholder outreach.
Our senior management and Directors presented shareholder feedback to the full Board of Directors for discussion. As a result of these engagements and Board consideration of investor feedback, we made enhancements to our Board governance and executive compensation program.

 

    HALLIBURTON  |  2023 Proxy Statement      5
 
 
Back to contents 

Corporate Governance

 

Corporate Governance Guidelines and Committee Charters

 

Our Board has long maintained a formal statement of its responsibilities and guidelines to ensure effective governance in all areas of its responsibilities. Our Corporate Governance Guidelines are available on our website at www.halliburton.com by clicking on the tabs “Investors”, “Company Information”, and then the “Corporate Governance” link. The guidelines are reviewed periodically and revised as appropriate to reflect the dynamic and evolving processes relating to corporate governance, including the operation of the Board.

 

Our current Board structure and governance practices, as specified in those Guidelines and our By-laws, Code of Business Conduct, and policies and business practices, include the following:

 

Annual Election of Directors Yes   Shareholder Called Special Meetings Yes
Mandatory Retirement Age 75   Poison Pill No
Majority Voting in Director Elections Yes   Code of Conduct for Directors, Officers, and Employees Yes
Lead Independent Director Yes   Stock Ownership Guidelines for Directors/Officers Yes
Related Persons Transactions Policy Yes   Anti-Hedging and Pledging Policy Yes
Supermajority Voting Threshold for Mergers No   Compensation Recoupment Policy Yes
Proxy Access Yes   Corporate Political Contributions No
Shareholder Action by Written Consent Yes      

 

In order for our shareholders to understand how the Board conducts its affairs in all areas of its responsibility, the full text of the charters of our Audit; Compensation; Health, Safety and Environment; and Nominating and Corporate Governance Committees and for our Lead Independent Director are also available on our website.

 

Except to the extent expressly stated otherwise, information contained on or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this proxy statement.

 

Code of Business Conduct

 

Our Code of Business Conduct, which applies to all of our Directors and employees and serves as the code of ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, and other persons performing similar functions, is available on our website. Any waivers to our Code of Business Conduct for our Directors or executive officers can only be made by our Audit Committee. There were no waivers of the Code of Business Conduct in 2022.

 

Related Persons Transactions Policy

 

Our Board has adopted a written policy governing related persons transactions as part of the Board’s commitment to good governance and independent oversight. The policy covers transactions involving any of our Directors, executive officers, nominees for Director, greater than 5% shareholders, or any of their immediate family members, among others.

 

The types of transactions covered by this policy are transactions, arrangements, or relationships, or any series of similar transactions, arrangements, or relationships, including any indebtedness or guarantee of indebtedness, in which (i) we or any of our subsidiaries were or will be a participant, (ii) the aggregate amount involved exceeds $120,000 in any calendar year, and (iii) any related person had, has, or will have a direct or indirect material interest.

 

Under the policy, we generally only enter into or ratify related persons transactions when the Audit Committee determines such transactions are in our best interests and the best interests of our shareholders. In determining whether to approve or ratify a related persons transaction, the Audit Committee will consider the following factors and other factors it deems appropriate:

 

whether the related persons transaction is on terms comparable to terms generally available with an unaffiliated third party under the same or similar circumstances;
the benefits of the transaction to us;
the extent of the related person’s interest in the transaction; and
whether there are alternative sources for the subject matter of the transaction.
   
www.halliburton.com       HALLIBURTON  |  2023 Proxy Statement      6
 
 
Back to contents 

The Board of Directors and Standing Committees of Directors

 

The Board has the following standing Committees: Audit; Compensation; Health, Safety and Environment; and Nominating and Corporate Governance. Each standing Committee is comprised of Directors who, in the business judgment of the Board, are independent, after considering all relevant facts and circumstances, including the independence standards set forth in our Corporate Governance Guidelines.

 

Our independence standards meet New York Stock Exchange, or NYSE, independence requirements. Our independence standards and compliance with those standards are periodically reviewed by the Nominating and Corporate Governance Committee. There were no relevant transactions, arrangements, or relationships not disclosed in this proxy statement that were considered by the Board in making its determination as to the independence of the Directors.

 

Board Leadership

 

Our Board believes that it is important to maintain flexibility to determine the appropriate leadership of the Board and whether the roles of Chairman and Chief Executive Officer should be combined or separate. Our Corporate Governance Guidelines provide that the Board consider annually whether it is appropriate for the same individual to fill both of those roles. When making that determination, the Board considers issues such as industry and financial expertise, in-depth knowledge of Halliburton and its business, and succession planning. In 2022, the Board decided that a combined leadership role would continue to best serve the Company and its shareholders. The Board believes that Jeffrey A. Miller, our Chairman, President and Chief Executive Officer, with his industry expertise, financial expertise, and in-depth knowledge of Halliburton and its business, is the correct person to fill both roles. The Board also believes that Mr. Miller is best suited to lead the Board’s discussion and evaluation of the Company’s business, financial, and health, safety, environment, and sustainability strategy and performance. With the exception of Mr. Miller, the Board is composed of independent Directors.

 

Robert A. Malone is our Lead Independent Director. The Lead Independent Director’s role and responsibilities are set forth in the Lead Independent Director Charter adopted by the Board. These include the following:

 

liaises between the independent Directors and the Chairman   participates in shareholder engagement
approves agendas for Board meetings and ensures the agendas provide opportunities for the Board to provide input on the Company’s business strategy and management’s execution of that strategy   advises management on and approves information sent to the Board and approves schedules for meetings of the Board
presides over meetings and executive sessions of the independent Directors   authorizes the retention of outside advisors and consultants who report directly to the Board
leads the Board’s annual evaluation of the Chief Executive Officer   schedules meetings of the independent Directors as appropriate
participates in efforts to identify and recruit candidates for Board membership      

 

Our Lead Independent Director Charter is available on our website at www.halliburton.com.

 

    HALLIBURTON  |  2023 Proxy Statement      7
 
 
Back to contents 

Board and Committee Oversight

 

Environmental, Social, and Governance Oversight

 

The Halliburton Board of Directors Nominating and Corporate Governance Committee conducts general oversight of ESG matters at Halliburton. However, each Board committee is responsible for different aspects of ESG (as outlined in each committee’s charter). In 2022, the Board increased its ESG oversight by dedicating more time to these matters in committee and full Board meetings, and in engagements with Halliburton’s shareholders.

 

By regularly engaging with shareholders and other outside experts, the Board can more effectively prioritize relevant sustainability matters in the Company’s overall corporate strategy. Shareholders have endorsed this oversight structure and other governance enhancements.

 

The following chart details the primary oversight responsibilities held by each of the Halliburton Board’s committees:

 

 

*The Board of Directors receives quarterly cybersecurity updates.

 

The Board believes that it has a strong governance structure in place to ensure independent oversight on behalf of all shareholders. All standing Committees of the Board are comprised solely of independent Directors. Below is a discussion of some of these areas of oversight.

 

Political and Lobbying Spending

 

The Nominating and Corporate Governance Committee is responsible for oversight of political expenditures, payments to trade associations, and lobbying activity. In 2022, we published a comprehensive report (Halliburton Policies for Political Engagement) on our annual political activity. The report is available on our website at www.halliburton.com.

 

www.halliburton.com       HALLIBURTON  |  2023 Proxy Statement      8
 
 
Back to contents 

Notable highlights from this report include:

 

Zero corporate contributions made directly to political parties or candidates
Zero corporate contributions used to support ballot measures
Prohibitions against using corporate funds to contribute to 527 and 501(c)(4) organizations
Board oversight of the Company’s strategy for political engagement, including oversight of political spending lobbying

 

In 2022, Halliburton scored a 93 on the CPA-Zicklin Index with a raw score of 65 points. Halliburton’s score is high enough (90 or above) that the Company is now classified as a “Trendsetter” which, in CPA-Zicklin Index terms, indicates robust Company disclosure and oversight.

 

Enterprise Risk Management

 

We have implemented an Enterprise Risk Management (ERM) program to identify and analyze enterprise-level risks and their potential impact on our business. The objectives of our ERM program are to:

 

increase the probability of achieving higher returns on capital and reducing cash flow volatility by identifying:
  current and developing risks; and
  significant controls and potential gaps related to identified risks;
ensure that our key risks are being effectively managed; and
assess whether our compensation policies are reasonably likely to have a materially adverse effect on us.

 

Our internal processes to identify and manage risks include our Code of Business Conduct; extensive policies and business practices; financial controls; Internal Assurance Services audits of our internal controls and health, safety, environment, and sustainability; the activities of the Ethics and Compliance group of the Law Department; and our ERM program.

 

The Audit Committee receives an annual ERM report on risk assessment and risk management in which risks are identified and assigned a significance rating based on potential consequences of the risk, the likelihood of occurrence, and mitigation preparedness.

 

Our Chief Executive Officer, who is primarily responsible for managing our day-to-day business, is ultimately responsible to the Board for all risk categories. Our executive officers are assigned responsibility for the various risk categories. The Board has delegated to its Committees the responsibility to monitor certain risks and receive regular updates on those risks.

 

Cybersecurity

 

Global attacks on corporate IT and Operational Technology are increasingly frequent and sophisticated. Halliburton takes every threat to cybersecurity seriously. We invest significant resources in protecting Company systems and data, and do so in alignment with industry standards, including the International Organization for Standardization (ISO) 27001, the National Institute of Standards and Technology (NIST) 800-53, NIST 800-82, and International Electrochemical Commission (IEC) 62443. The Company’s Board of Directors was an early adopter among companies to call for an every-meeting update on cybersecurity. They receive quarterly cybersecurity updates, and our Audit Committee receives an in-depth annual review.

 

Energy Demand and Climate Initiatives

 

In 2022, the Company and our customers worked on furthering the energy mix transition to a lower carbon future. While worldwide demand for oil and gas remains strong, the energy mix transition is an issue of global importance. With guidance from the Board of Directors, the Company made progress on our goal to reduce Scope 1 and 2 emissions by 40% by 2035 from our baseline year of 2018. Halliburton executed on opportunities to reduce emissions and is on track to meet reduction targets.

 

Non-Financial Strategic Metrics and Incentive Plans

 

As a result of our Listen and Respond shareholder outreach effort, and with the endorsement of our shareholders, the Compensation Committee decided, effective January 1, 2022, to include Non-Financial Strategic Metrics focused on greenhouse gas (GHG) emissions and DE&I — two of our main areas of focus — in our annual incentive plan. Non-Financial Strategic Metrics comprise 20% of the total award, with achievement of specific financial goals comprising 80% of the total award. More information on these Non-Financial Strategic Metrics is provided beginning on page 54.

 

    HALLIBURTON  |  2023 Proxy Statement      9
 
 
Back to contents 

Members of the Committees of Our Board of Directors

 

Name Audit
Committee
Compensation
Committee
Health, Safety and
Environment Committee
Nominating and Corporate
Governance Committee
Abdulaziz F. Al Khayyal    
William E. Albrecht    
M. Katherine Banks    
Alan M. Bennett    
Milton Carroll    
Earl M. Cummings    
Murry S. Gerber    
Robert A. Malone    
Jeffrey A. Miller        
Bhavesh V. Patel    
Maurice S. Smith        
Janet L. Weiss        
Tobi M. Edwards Young    

 

  Chair           Member

*Ms. Weiss and Mr. Smith both joined the Board in February 2023 and will be appointed to Committees of the Board in May 2023.

 

The Board has determined that all members of the Audit Committee are independent under our Corporate Governance Guidelines. The Board has determined that Alan M. Bennett, Murry S. Gerber, and Bhavesh V. Patel are “audit committee financial experts” as defined by the Securities and Exchange Commission, or SEC.

 

Board Attendance

 

During 2022, the Board held 6 meetings and met in executive session of the independent Directors, without management present, on 4 occasions. Committee meetings were held as follows:

 

Audit Committee 9
Compensation Committee 5
Health, Safety and Environment Committee 4
Nominating and Corporate Governance Committee 4

 

All members of the Board attended at least 87% of the total number of meetings of the Board and the Committees on which he or she served during the last fiscal year.

 

All of our Directors attended the 2022 Annual Meeting, as required by our Corporate Governance Guidelines.

 

www.halliburton.com       HALLIBURTON  |  2023 Proxy Statement      10
 
 
Back to contents 

Evaluation of Board and Director Performance

 

The Board believes that a rigorous evaluation process is an essential component of strong corporate governance practices. The Nominating and Corporate Governance Committee annually conducts a four-part evaluation process to evaluate Board effectiveness and aid in succession planning.

 

 

    HALLIBURTON  |  2023 Proxy Statement      11
 
 
Back to contents 

Shareholder Nominations of Directors

 

Our By-laws provide that shareholders may nominate persons for election to the Board at a meeting of shareholders.

 

Shareholder nominations require written notice to the Corporate Secretary at the address of our principal executive office set forth on page 87 of this proxy statement, and for the Annual Meeting of Shareholders in 2024, must be received not less than 90 days nor more than 120 days prior to the anniversary date of the 2023 Annual Meeting of Shareholders, or no later than February 17, 2024, and no earlier than January 18, 2024. The shareholder notice must contain, among other things, certain information relating to the shareholder and the proposed nominee as described in our By-laws. In addition, the proposed nominee may be required to furnish other information as we may reasonably require to determine the eligibility of the proposed nominee to serve as a Director.

 

Our By-laws also provide for proxy access for shareholder nominations of Directors. The provision permits up to 20 shareholders owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials for a meeting of shareholders up to two Directors or 20% of the Board, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the By-laws.

 

Qualifications of Directors

 

Candidates nominated for election or re-election to the Board should possess the following qualifications:

 

Personal characteristics:

 

high personal and professional ethics, integrity, and values;

 

an inquiring and independent mind; and

 

practical wisdom and mature judgment;

 

Broad training and experience at the policy-making level in business, government, education, or technology;

 

Expertise that is useful to us and complementary to the background and experience of other Board members, so that an optimum balance of experience and expertise of members of the Board can be achieved and maintained;

 

Willingness to devote the required amount of time to carry out the duties and responsibilities of Board membership;

 

Commitment to serve on the Board for several years to develop knowledge about our business;

 

Willingness to represent the best interests of all of our shareholders and objectively evaluate management performance; and

 

Involvement only in activities or interests that do not create a conflict with the Director’s responsibilities to us and our shareholders.

 

The Nominating and Corporate Governance Committee is responsible for assessing the appropriate mix of skills and characteristics required of Board members and periodically reviews and updates the criteria. In selecting Director nominees, the Board considers the personal characteristics, experience, and other criteria as set forth in our Corporate Governance Guidelines, as well as our specific needs and the needs of our Board at the time.

 

www.halliburton.com       HALLIBURTON  |  2023 Proxy Statement      12
 
 
Back to contents 

Board Refreshment

 

The Board of Directors is responsible for filling Board vacancies when they occur, and for making sure regular Board refreshment occurs. The Company’s Corporate Governance Guidelines stipulate that each non-management Director shall retire from the Board immediately prior to the annual shareholder meeting that follows their 75th birthday.

 

The Board has delegated to the Nominating and Corporate Governance Committee the duty to select and recommend new candidates for approval. When called upon to fill a vacancy, this Committee considers all recommended candidates, and may retain an independent executive search firm to assist with candidate selection and review.

 

The Nominating and Corporate Governance Committee conducts an annual review of the overall composition of the Board to determine whether the current non-management Directors collectively represent an appropriate mix of experience, diversity, and expertise. Determination of expertise includes consideration of the following (among other factors): experience in a leadership role in a public or private company, including C-suite experience; experience with oil and gas, energy, manufacturing, engineering, or technology; experience in matters relating to health, safety, and environment; or other sustainability experience.

 

 

The Nominating and Corporate Governance Committee will consider candidates for Board membership recommended by Board members, our management, and shareholders. The Committee may also retain an independent executive search firm to identify candidates for consideration and to gather additional information about the candidate’s background, experience, and reputation. Ms. Weiss and Mr. Smith were each identified as a potential Director candidate by non-management Directors. A shareholder who wishes to recommend a candidate should notify our Corporate Secretary.

 

This process resulted in enhancement of our Board over the last several years with the addition of four female Directors, one of whom is ethnically diverse, and three ethnically diverse male Directors. Ms. Weiss and Mr. Smith joined the Board in 2023. Ms. Weiss contributes substantial global, multinational experience in the oil and gas industry. As a CEO, Mr. Smith brings deep expertise in setting and executing long-term corporate strategy, identifying and implementing important growth initiatives, and overseeing financial operations and activities. Ms. Young and Mr. Cummings joined the Board in 2022. Ms. Young contributes technology, governance, policy making, and regulatory experience. Mr. Cummings contributes leadership in technology solutions and entrepreneurship. Mr. Patel joined the Board in 2021. His chemical industry experience benefits us greatly as we

 

    HALLIBURTON  |  2023 Proxy Statement      13
 
 
Back to contents 

expand our chemicals business. Dr. Banks and Ms. Hemingway Hall joined the Board in 2019. Dr. Banks contributes extensive experience in engineering and technology to the Board as well as her perspective as the President of a major research university. Ms. Hemingway Hall decided not to stand for re-election to the Board last year, due solely to a personal decision related to health and travel issues associated with the COVID-19 pandemic and endemic.

 

Shareholder Engagement

 

Halliburton’s Board values continuous improvement. We prioritize regular engagement with our shareholders through ongoing, open dialogue that helps us gather valuable feedback and ensures we are aware of investor viewpoints.

 

To that end, in 2022, independent Board members offered off-season meetings to better understand shareholder priorities and concerns prior to the proxy voting season. We offered to engage with our largest shareholders, as well as several others who had contacted Halliburton. This engagement included offering and participating in in-person sessions. Board members and management conducted meetings with 20 shareholders representing approximately 50% of our shares, and with the two largest proxy advisors, Institutional Shareholder Services Inc. (ISS) and Glass Lewis. These included video conferences and in-person meetings with Murry Gerber (Chair of the Compensation Committee) or Robert Malone (Lead Independent Director) and senior management.

 

The Company distributed our refreshed shareholder presentation to all of our largest shareholders and others who contacted Halliburton, even if they were unable to participate in a meeting or video call, and offered to follow up with them. 2022 updates to these materials highlighted the most recent available information about our Board oversight and corporate governance; executive compensation program; health, safety, and environment (HSE) performance and strategies; diversity, equity, and inclusion (DE&I) performance and strategies; and our approach to the energy mix transition. After receiving these new materials, additional shareholders accepted the offer to meet.

 

In addition to providing an off-season investor engagement program, we solicited shareholder feedback coincident with annual and quarterly reporting, earnings conference calls, and investor meetings. Halliburton’s senior management and Investor Relations team held regular meetings and conference calls with analysts, institutional investors, and ESG rating firms, among others. In 2022, Halliburton participated in 13 sell-side conferences, three non-deal roadshows, and 313  investor meetings that were all part of the Company’s ongoing cadence of shareholder outreach.

 

Our senior management and Directors presented shareholder feedback to the full Board of Directors for discussion. As a result of these engagements and Board consideration of investor feedback, we made enhancements to our Board governance and executive compensation program.

 

Communication to the Board

 

To foster better communication from our shareholders and other interested persons, we maintain a process for shareholders and others to communicate with the Audit Committee and the Board. The process has been approved by both the Audit Committee and the Board and meets the requirements of the NYSE and SEC. The methods of communication with the Board include telephone, mail, and e-mail.

 

888.312.2692
or
770.613.6348
  Board of Directors
c/o Code of Business Conduct
Halliburton Company
P.O. Box 2625
Houston, TX 77252-2625
USA
  BoardofDirectors@halliburton.com

 

Our Director of Business Conduct, an employee, reviews all communications directed to the Audit Committee and the Board. The Audit Committee is promptly notified of any substantive communication involving accounting, internal accounting controls, or auditing matters. The Lead Independent Director is promptly notified of any other significant communication, and any Board-related matters which are addressed to a named Director are promptly sent to that Director. Copies of all communications are available for review by any Director. Communications may be made anonymously or confidentially. Confidentiality shall be maintained unless disclosure is:

 

required or advisable in connection with any governmental investigation or report;

 

in the interests of Halliburton, consistent with the goals of our Code of Business Conduct; or

 

required or advisable in our legal defense of a matter.

 

Information regarding these methods of communication is also on our website at www.halliburton.com.

 

www.halliburton.com       HALLIBURTON  |  2023 Proxy Statement    14
 
 
Back to contents 

Proposal No. 1

Election of Directors

 

In considering whether a current Director should be nominated for election as a Director, the Nominating and Corporate Governance Committee and the Board considered, among other matters, the expertise and experience of the Director, the annual performance evaluation of the Director, the Director’s attendance at, preparation for, and engagement in Board and Committee meetings, the diversity of the Board, the tenure of the Director, and the overall distribution of tenure among Directors to ensure sufficient experience with the Company’s operations, performance, and technology, and the cycles of the industry. A summary of the qualifications and experience of our non-management Directors is provided under Information about Nominees for Director.

 

AFTER CONSULTATION WITH THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED UNDER INFORMATION ABOUT NOMINEES FOR DIRECTOR.

 

The thirteen nominees are all current Directors. If any nominee is unwilling or unable to serve, favorable and uninstructed proxies will be voted for a substitute nominee designated by the Board. If a suitable substitute is not available, the Board will reduce the number of Directors to be elected. Each nominee has indicated approval of his or her nomination and his or her willingness to serve if elected. The Directors elected will serve for the ensuing year and until their successors are elected and qualify.

 

 

  HALLIBURTON  |  2023 Proxy Statement      15
 
Back to contents 

NON-MANAGEMENT DIRECTOR QUALIFICATIONS AND EXPERIENCE

 

 

 
TENURE                        
Year Elected 2014 2016 2019 2006 2006 2022 2012 2009 2021 2023 2023 2022
                         
INDEPENDENCE AND EXPERIENCE                        
Independence
Board or Board Committee Leadership
Public Company Experience
Private Company Experience    
Not-for-Profit Experience
Government Experience          
Academia        
Community Leadership/Philanthropic
                         
DECISION-MAKING OR OTHER SUBSTANTIAL EXPERIENCE                        
Energy Industry Including Oil and Gas A A A A A A A A A B A  
Accounting/Finance B A A A   A A A A A A A
Innovation and Entrepreneurship A A A A A A A A A A A  
Information Technology and Cybersecurity B B A     A A A A B A A
Science, Technology, and Engineering A A A B   A A A A   A A
Legal/Compliance B A A A   A A A A A A A
Mergers & Acquisitions A A B A A A A A A A A A
Human Resources and Compensation A A A A B A A A A A A A
Strategic Planning and Risk Oversight A A A A B A A A A A A A
International Business A A B A B   A A A B B A
Health, Safety, and Environment and Sustainability A A A B   A A A A B A A
Manufacturing, Supply Chain, and Operations A A A B A B A A A   A A
Public Policy B A A B A A A A B A A A
Corporate Governance A A A A A A A A A A A A
                         
LEGEND                        
A  Policy-making experience in business, government, education, or technology    
B Other substantial experience                        
                         
DEMOGRAPHICS                        
Race/Ethnicity                        
Black/African American                  
Indian/South Asian                      
White/Caucasian            
Middle Eastern                      
Native American                      
Gender                        
Male      
Female                  
                         

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      16
 
Back to contents 

Information about Nominees for Director

 

             
   

Abdulaziz F. Al Khayyal

Former Director and Senior Vice President of Industrial Relations, Saudi Aramco

 

INDEPENDENT

 

Age: 69

Director Since: 2014

 

Halliburton Committees

•  Health, Safety and Environment

•  Nominating and Corporate Governance

 

Current Public Company Directorships

•  Marathon Petroleum Corporation (since 2016)

 

Former Public Company Directorships
(within last five years):

•  None

 

Other Directorships and Memberships

•  Director, National Gas & Industrialization Company

•  Member, Board of Directors for the International Youth Foundation

 

 
             

 

Mr. Al Khayyal has exceptional knowledge of the energy industry, including significant international experience, a thorough understanding of the geopolitics of the oil and gas business, and executive experience with the world’s largest producer of crude oil. Mr. Al Khayyal retired from a senior leadership role at Saudi Aramco in 2014 after more than three decades of service.

 

Skills and qualifications

 

Energy Industry, International Business, Strategic Planning: Mr. Al Khayyal is the retired director and Senior Vice President of Industrial Relations of Saudi Aramco. He held multiple senior roles of increasing responsibility during his career at Saudi Aramco, spanning from 1981 to 2014, including Senior Vice President, Refining, Marketing and International, and Vice President, Corporate Planning. He worked across many facets of the company, including leadership roles in sales and marketing, human resources, corporate planning, and international operations. Mr. Al Khayyal had responsibility or worked for assets and facilities around the globe, including in Saudi Arabia and the Middle East, the United States, South Korea, and the Philippines.

 

Technology/Engineering: Mr. Al Khayyal served in several engineering assignments early in his Saudi Aramco career and worked in several midstream and downstream positions. In addition to his 33-year career at Saudi Aramco, Mr. Al Khayyal attended University of California, Irvine, where he received his bachelor’s degree in mechanical engineering and an MBA.

 

Health, Safety & Environment and Sustainability: Mr. Al Khayyal held a wide range of managerial positions in oil and gas operations and maintenance, including as Saudi Aramco’s Senior Vice President, International Operations. While in this role, he oversaw the daily operations including environmental, safety, and security concerns for 50,000 employees across the Saudi Aramco organization. This extensive, directly applicable industry expertise brings important context and perspectives to the work of our Health, Safety and Environment Committee.

 

Human Resources/Compensation: As Director of Personnel and later VP of Human Resources for three years at Saudi Aramco, Mr. Al Khayyal was responsible for recruitment, hiring, training, benefits, and compensation practices, and policies and procedures across its global workforce. He led the initiative to form a medical joint venture with Johns Hopkins to manage healthcare needs for Aramco’s 350,000 employees and dependents.

 

Legal/Regulatory/Public Policy: Mr. Al Khayyal currently serves as a board member for Marathon Petroleum and is Vice Chair of the Sustainability and Public Policy Committee. As Senior Vice President of Industrial Relations, he had direct oversight for Aramco’s global government relations efforts.

 

 

  HALLIBURTON  |  2023 Proxy Statement      17
 
Back to contents 
             
   

William E. Albrecht

President, Moncrief Energy, LLC

 

INDEPENDENT

 

Age: 71

Director Since: 2016

 

Halliburton Committees

•  Health, Safety and Environment (Chair)

•  Compensation

 

Current Public Company Directorships

•  Chairman of the Board, Vital Energy (formerly Laredo Petroleum Inc.) (since 2020)

 

Former Public Company Directorships
(within last five years):

•  Chairman of the Board, Rowan Companies (2015–2019)

•  Chairman of the Board, California Resources Corporation (2014-2020)

•  Lead Independent Director, Valaris Inc. (2019-2021)

 

Other Directorships and Memberships

•  Director, Terra Energy Partners

•  Director Certified, National Association of Corporate Directors

•  Board Leadership Fellow, National Association of Corporate Directors

 
             

 

Mr. Albrecht has extensive experience in the oil and natural gas industry and executive experience with a public oil and gas exploration and production company and an international offshore drilling company. As the President of an independent oil and gas company, he has deep knowledge of the current dynamics in the U.S. oil and gas industry. Additionally, Mr. Albrecht’s expertise in the field of engineering gives him technical understanding of Halliburton’s products, services, and customers.

 

Skills and qualifications

 

Energy Industry, International Business, Strategic Planning: Mr. Albrecht has spent more than 40 years in leadership positions in the domestic oil and gas industry. Since 2021, he has been the President of Moncrief Energy. Previously, Mr. Albrecht was Chairman of the Board of California Resources Corporation (CRC), an independent oil and natural gas company. He worked as Vice President at Occidental Petroleum and as President of Oxy Oil & Gas, Americas. At Oxy, Mr. Albrecht had managerial oversight of its upstream assets. Prior to Oxy, Mr. Albrecht was an executive officer for domestic energy producer EOG Resources and a petroleum engineer for Tenneco Oil Company.

 

Accounting/Finance: Over multiple decades in oil and gas industry leadership roles, Mr. Albrecht has led development and acquisition efforts at companies including Kelley Oil & Gas Corp., Contour Energy, EOG Resources, and Occidental Petroleum. His responsibilities have included oversight and active engagement in accounting and finance matters at each assignment.

 

Health, Safety & Environment and Sustainability: As a petroleum engineer for Tenneco Oil Company, Mr. Albrecht had hands-on experience in the health, safety, environmental, and sustainability efforts of Tenneco and knows what it takes to maintain a safe and sustainable workplace. As President of Oxy Oil and Gas USA and later President of Oxy Oil and Gas Americas, Mr. Albrecht provided leadership and oversight on Oxy HSE performance and continuous improvement efforts.

 

Mergers & Acquisitions: Mr. Albrecht oversees strategy at Moncrief Energy. At EOG Resources, he served as Vice President of Acquisitions and Engineering, where he had responsibility for acquisitions, divestitures, and the annual SEC year-end reserves report. As Chairman of the Board of Rowan Companies, Mr. Albrecht oversaw the 2018 merger of Rowan and Ensco. As Chairman of the Board at CRC, he oversaw asset acquisitions such as the 2018 Elk Hills oil field purchase from Chevron.

 

Human Resources/Compensation: As Chairman of the Board of CRC and as President of Moncrief Energy, Mr. Albrecht gained significant industry experience regarding compensation and HR matters, such as recruitment and hiring, benefits, and training.

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      18
 
Back to contents 
             
   

M. Katherine Banks

President, Texas A&M University

 

INDEPENDENT

 

Age: 63

Director Since: 2019

 

Halliburton Committees

•  Audit

•  Health, Safety and Environment

 

Current Public Company Directorships

•  None

 

Former Public Company Directorships
(within last five years):

•  None

 

Other Directorships and Memberships

•  Elected Fellow of the American Society of Engineers

•  National Academy of Engineering

•  Board member, Triad National Security

 
             

 

Dr. Banks has significant experience in engineering, technology, and academia, and she brings unique expertise in scientific lab management, safety, and nuclear security. Since 2021, Dr. Banks has served as President of Texas A&M University. She also serves as Vice Chancellor of National Laboratories and National Security Strategic Initiatives for the Texas A&M University System, where she provides oversight of the Los Alamos National Laboratory and the George H.W. Bush Combat Development Complex at the RELLIS campus.

 

Skills and qualifications

 

Strategic Planning: Dr. Banks has over 30 years of experience in academia and currently serves as President of Texas A&M University, one of the largest U.S. universities with more than 72,000 students and 10,000 faculty and staff members. Prior to becoming President, she served as the Dean of the College of Engineering for nine years at Texas A&M and Head of the School of Civil Engineering at Purdue University. As governments and industries consider alternative forms of energy and as service companies consider additional products and services for emerging and alternative energy sources, Dr. Banks’ experience with engineering, technology, and nuclear security provides strategic insight into future opportunities.

 

Technology/Engineering, Energy Industry: Dr. Banks’ technical training includes a bachelor’s degree in engineering from the University of Florida, a master’s degree in engineering from the University of North Carolina, and a doctoral degree in civil and environmental engineering from Duke University. She has held numerous leadership positions in engineering schools, including serving as Vice Chancellor of Engineering and Dean of Texas A&M’s College of Engineering. Dr. Banks is an Elected Fellow of the American Society of Civil Engineers and was elected to the National Academy of Engineering. In addition to her leadership positions and national recognition in the field of engineering, she received Oil and Gas Investor’s 25 Influential Women in Energy Pinnacle Award in 2021.

 

Human Resources and Compensation: Given Halliburton’s focus on developing talent, Dr. Banks’ knowledge of the American academic system is highly valuable to the Board’s discussions of talent recruitment, retention, and development.

 

Health, Safety & Environment and Sustainability: At Texas A&M, Dr. Banks helped establish the EnMed program, an innovative engineering medical school option created by Texas A&M University and Houston Methodist Hospital, designed to educate a new kind of physician who will create transformational technology for health care. Dr. Banks’ oversight of Texas A&M’s Sustainability Master Plan provides unique perspectives and knowledge to the Board’s work to oversee ESG strategy at Halliburton.

 

Public Policy: Dr. Banks’ leadership positions include serving as Vice Chancellor of National Laboratories and National Security Strategic Initiatives. In these capacities she has had significant engagement on matters of public policy.

 

 

  HALLIBURTON  |  2023 Proxy Statement      19
 
Back to contents 
             
   

Alan M. Bennett

Former President and Chief Executive Officer, H&R Block, Inc.

 

INDEPENDENT

 

Age: 72

Director Since: 2006

 

Halliburton Committees

•  Audit (Chair)

•  Nominating and Corporate Governance

 

Current Public Company Directorships

•  Fluor Corporation (since 2011)

•  TJX Companies, Inc. (since 2007)

 

Former Public Company Directorships
(within last five years):

•  None

 

Other Directorships and Memberships

•  None

 
             

 

Mr. Bennett has broad business and financial expertise, from internal audit to corporate controller to chief financial officer of a large, public company. He is a certified public accountant and also has chief executive officer experience. Mr. Bennett has deep experience overseeing strategic decisions related to mergers and acquisitions, which gives him valuable perspectives in Board discussions of strategy and capital allocation. He brings a keen understanding of the customer perspective and how to create results-driven marketing campaigns.

 

Skills and qualifications

 

Accounting/Finance, Strategic Planning, Mergers & Acquisitions: Mr. Bennett is a certified public accountant who retired in 2011 as President and CEO of H&R Block, a tax, banking, and financial service provider, and he has intimate knowledge of financial matters. Prior to this role, he served as Senior Vice President and Chief Financial Officer at Aetna, a diversified healthcare benefits company, and was Vice President, Sales and Marketing, at Pirelli Armstrong Tire Company. His leadership roles at H&R Block, Aetna, and Pirelli Armstrong provide our Board with insights into strategic planning, audits, enterprise risk management, and mergers and acquisitions.

 

Legal/Regulatory/Public Policy: At Aetna, Mr. Bennett engaged frequently on critical regulatory and legal matters for a company that operates in a highly regulated industry. Mr. Bennett’s experience at Aetna required a deep understanding of public policy issues in the healthcare space. He brings deep knowledge of internal control processes for Sarbanes-Oxley Act compliance.

 

Technology: Through his leadership at H&R Block, Mr. Bennett understands the technology requirements needed to support a large workforce across multiple geographies. He approved and oversaw the rollout of major technology systems at H&R Block and Aetna.

 

Human Resources/Compensation: In his role as Chief Executive Officer of H&R Block, Mr. Bennett had responsibility for a global workforce that spanned more than 90,000 employees across the company’s operating footprint. He is intimately familiar with human resources issues such as hiring, benefits, retention, and training, having served as a leader at one of the largest U.S. health care providers, and he has direct experience overseeing management succession activities.

 

Corporate Governance: Mr. Bennett has served on the boards of five major US corporations in the past 20 years: Bausch & Lomb, H&R Block, TJX Companies, Fluor, and Halliburton. He uses this deep experience and knowledge base to support Board discussions of investor expectations and governance best practices as he chairs the Audit Committee and serves on the Nominating and Corporate Governance Committee.

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      20
 
Back to contents 
             
   

Milton Carroll

Former Executive Chairman of the Board, CenterPoint Energy, Inc.

 

INDEPENDENT

 

Age: 72

Director Since: 2006

 

Halliburton Committees

•  Compensation

•  Nominating and Corporate Governance (Chair)

 

Current Public Company Directorships

•  Chairman of the Board, Health Care Service Corporation (since 2002)

 

Former Public Company Directorships
(within last five years):

•  LyondellBasell Industries (2010-2016)

•  Western Gas Holdings LLC, the general partner of Western Gas Partners (2008-2019)

•  Western Midstream Partners, LP (February 2019-August 2019)

•  CenterPoint Energy (1992-2021)

 

Other Directorships and Memberships

•  None

 
             

 

Mr. Carroll has more than 30 years of public company board experience, corporate governance expertise, and deep knowledge of the oilfield services industry. Mr. Carroll retired from CenterPoint Energy in 2021, after serving as the company’s Chairman of the Board for 19 years. Since 2002 he has served as Chairman of the Board of Health Care Service Corporation, a health benefits company. Mr. Carroll’s leadership experience at large multinational companies, as well as his public company board experience, contribute greatly to our Board’s oversight of business strategy and operations.

 

Skills and qualifications

 

Energy Industry: Mr. Carroll has vast knowledge of the energy and power industries. He retired as Executive Chairman of the Board at CenterPoint Energy, a major domestic utility company that handles the transmission and distribution of power and natural gas to more than 5 million customers, after nearly 30 years of service as a director and executive of the company, its predecessors, and affiliates. Earlier in his career, Mr. Carroll founded Instrument Products, a company that manufactured oilfield equipment.

 

Mergers & Acquisitions: Mr. Carroll has worked on a number of high-profile M&A matters during his career, from his time as the founder of a manufacturing company supplying oilfield equipment to his work as Chairman at CenterPoint and as a LyondellBasell board member. He chaired the Special Committee of Western Gas Holdings, which oversaw several acquisitions, mergers, and special transactions.

 

Human Resources/Compensation: Mr. Carroll’s extensive experience as a board member at Health Care Services Corporation, CenterPoint Energy, LyondellBasell, and Western Gas Holdings provides valuable insight as our Board addresses HR, compensation, benefits, and retention issues. He chaired the Compensation Committee while serving as a board member at LyondellBasell.

 

Corporate Governance: Mr. Carroll’s public company board leadership experience brings breadth and depth to inform Halliburton’s corporate governance and shareholder engagement practices, and it underscores his effectiveness in the role of Nominating and Corporate Governance Committee Chair.

 

Legal/Regulatory/Public Policy: Mr. Carroll is intimately familiar with the legal and regulatory issues facing a publicly traded energy company. During Mr. Carroll’s tenure at CenterPoint Energy, he helped the company through the complexities of the Texas electrical market deregulation.

 

 

  HALLIBURTON  |  2023 Proxy Statement      21
 
Back to contents 
             
   

Earl M. Cummings

Managing Partner, MCM Houston Properties LLC

 

INDEPENDENT

 

Age: 58

Director Since: 2022

 

Halliburton Committees

•  Audit

•  Compensation

 

Current Public Company Directorships

•  CenterPoint Energy (since 2020)

 

Former Public Company Directorships
(within last five years):

•  None

 

Other Directorships and Memberships

•  Texas Southern University, Jesse H. Jones School of Business Advisory Council Member

•  Texas Children’s Hospital, Operations & Planning Committee

•  University of Houston Energy Advisory Board, Strategic Planning Committee

 
             

 

Mr. Cummings has significant technical expertise, leadership in information technology solutions, experience with federal and state government issues, and deep entrepreneurship credentials needed for innovation in an evolving energy economy. In addition, Mr. Cummings brings valuable expertise in business strategy, capital markets, and mergers and acquisitions. Since 2013, Mr. Cummings has been the Managing Partner of MCM Houston Properties, a real estate fund that purchases, restores, and rents single-family residential properties in the Houston area.

 

Skills and qualifications

 

Strategic Planning, Accounting/Finance: As Managing Partner of MCM Houston Properties, Mr. Cummings is responsible for executive leadership, capital raising, acquisition, and business and investment strategies of the fund and its assets. He has managed and sold more than 75,000 properties valued at over $5.5 billion. He is engaged in all phases of management and operation including investor and finance relationships, project selection, due diligence, acquisition, asset management, portfolio optimization and disposition strategy, RFP preparation and response, vendor and talent selection, and political and government affairs. Mr. Cummings serves on the Audit Committee of the CenterPoint Energy board of directors. He received an MBA from Pepperdine University.

 

Technology/Engineering: Previously, Mr. Cummings served as Chief Executive Officer of The BTS Team, an information technology and staffing firm specializing in network, programming, database and desktop support services. Additionally, Mr. Cummings has served on the board of C-STEM Robotics, where he was founding Chairman of the Executive Board. He received a bachelor’s degree in management information systems from the University of Houston.

 

Public Policy: At MCM, Mr. Cummings has extensive knowledge of and direct experience working with a variety of federal and state real estate issues, including federal contract administration, technical proposal preparation, partnership and mentoring agreements, Federal Acquisition Regulations, the Small Business Administration, and General Service Administration.

 

Human Resources/Compensation: Mr. Cummings has direct HR and compensation experience as a board member of CenterPoint Energy, where he serves on the Compensation Committee.

 

Health, Safety & Environment and Sustainability: Mr. Cummings is intimately familiar with the HSE requirements of a publicly traded company through his work as the Chair of the Governance, Environment and Sustainability Committee of the CenterPoint Energy board of directors.

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      22
 
Back to contents 
             
   

Murry S. Gerber

Former Executive Chairman of the Board, EQT Corporation

 

INDEPENDENT

 

Age: 70

Director Since: 2012

 

Halliburton Committees

•  Audit

•  Compensation (Chair)

 

Current Public Company Directorships

•  BlackRock, Inc. (since 2000)

•  United States Steel Corporation (since 2012)

 

Former Public Company Directorships
(within last five years):

•  None

 

Other Directorships and Memberships

•  Board of Trustees, Pittsburgh Cultural Trust

 
             

 

Mr. Gerber has extensive business experience in the energy industry, with specific subject matter expertise in U.S. unconventional oil and natural gas basins. Mr. Gerber’s public company board experience spans two decades and multiple sectors, giving him important insights and perspectives on commodity markets and financial markets.

 

Skills and qualifications

 

Energy Industry, Strategic Planning, Accounting/Finance, Technology/Engineering: Mr. Gerber served as Executive Chairman of EQT Corporation from 2010 until May 2011, as its Chairman from 2000 to 2010, as its President from 1998 to 2007, and as its Chief Executive Officer from 1998 to 2000. EQT is an integrated energy company with a focus in natural gas production, gathering, processing, transmission, and distribution. Prior to this, Mr. Gerber served as CEO of Coral Energy (now Shell Trading North America). Mr. Gerber brings deep executive expertise managing and overseeing strategic, operational, and financial matters for large, complex enterprises. His experience as Lead Independent Director and a member of the Audit Committee at BlackRock and as Chair of the Audit Committee of U.S. Steel provides valuable experience for the Halliburton Board. Mr. Gerber holds a bachelor’s degree in geology from Augustana College and a master’s degree in geology from the University of Illinois.

 

Legal/Regulatory/Public Policy: Mr. Gerber is intimately familiar with legal and regulatory issues in highly regulated industries through his work at EQT and as the lead independent director of BlackRock. At EQT, he had daily oversight of public policy issues related to the oil and gas industry.

 

Mergers & Acquisitions: During this time leading EQT, Mr. Gerber oversaw the company’s growth from a local distribution company to the leading exploration and production company in the Appalachian Basin, investing $7 billion in the region.

 

Human Resources/Compensation: As President and CEO of EQT, Mr. Gerber had direct oversight of company HR and compensation plans, practices, and training and retention efforts.

 

Health, Safety & Environment and Sustainability: As a head of a large oil and gas company, Mr. Gerber had responsibility for company HSE initiatives and performance. He understands the critical nature of HSE requirements and their importance to the success of the business. Mr. Gerber serves on the Nominating, Governance & Sustainability Committee at BlackRock.

 

 

  HALLIBURTON  |  2023 Proxy Statement      23
 
Back to contents 
             
   

Robert A. Malone

Executive Chairman, President and Chief Executive Officer, First Sonora Bancshares, and The First National Bank of Sonora (Sonora Bank)

 

INDEPENDENT

 

Age: 71

Director Since: 2009

Lead Director Since: 2018

 

Halliburton Committees

•  Compensation

•  Nominating and Corporate Governance

 

Current Public Company Directorships

•  Non-Executive Chairman of the Board, Peabody Energy (since 2016) following the Company’s emergence from bankruptcy and Director (since 2009)

•  Teledyne Technologies (since 2015)

 

Former Public Company Directorships
(within last five years):

•  BP Midstream Partners GP LLC, the general partner of BP Midstream (2017-2022)

 

Other Directorships and Memberships

•  None

 
             

 

Mr. Malone has exceptional executive leadership experience, energy and natural resources industry expertise, and is highly experienced in crisis management, safety regulation compliance, and corporate restructuring. Mr. Malone is currently Executive Chairman, President and CEO of First Sonora Bancshares, and of Sonora Bank. He held global leadership roles at BP plc, BP America Inc., and BP Shipping Ltd.

 

Skills and qualifications

 

Accounting/Finance, Strategic Planning, Mergers & Acquisitions: In his current and prior roles, Mr. Malone has accrued years of experience setting and executing corporate strategy, leading acquisitions, and overseeing accounting and financial reporting processes. He brings important perspectives and context to the Board’s discussions of finance and capital allocation.

 

Energy Industry, Technology/Engineering: Prior to his current role at First Sonora, Mr. Malone was Executive Vice President of BP and the Chairman of the Board and President of BP America, at the time the largest producer of oil and natural gas and the second-largest gasoline retailer in the United States. Prior to this, Mr. Malone was Chief Executive of BP Shipping and Alyeska Pipeline. Additionally, Mr. Malone serves as non-executive Chairman of the Board at Peabody Energy and as a board member of Teledyne Technologies, which provides enabling technologies for industrial growth markets.

 

Legal/Regulatory/Public Policy: At BP, he led several efforts that required deep public policy, regulatory, and crisis management expertise, and he had direct oversight for the Law and Government Relations teams while at BP America.

 

Human Resources/Compensation: Mr. Malone’s executive leadership and board experience provides deep HR knowledge and insight from multiple industries. Through his work at Sonora Bank and BP, Mr. Malone brings knowledge on hiring, compensation, benefits, training, and retention matters that directly benefit our Board.

 

International Business: Mr. Malone lived abroad and conducted business around the world while at BP and BP Shipping. This gives him deep perspective into the global energy industry.

 

Health, Safety & Environment and Sustainability: In his past roles within the global BP organization, Mr. Malone had strong operations experience, supported sustainability initiatives, and was responsible for HSE performance and improvement. He was a safety director and understands the day-to-day safety requirements for a global energy company.

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      24
 
Back to contents 
             
   

Jeffrey A. Miller

Chairman of the Board, President and Chief Executive Officer, Halliburton Company

 

NON-INDEPENDENT

 

Age: 59

Director Since: 2014

 

Halliburton Committees

•  None

 

Current Public Company Directorships

•  None

 

Former Public Company Directorships
(within last five years):

•  None

 

Other Directorships and Memberships

•  American Petroleum Institute

•  National Petroleum Council

•  Advisory Council, Texas A&M University Dwight Look College of Engineering

•  The Council on Recovery Foundation

•  Greater Houston Partnership

 
             

 

Mr. Miller joined Halliburton in 1997, working in various leadership roles of increasing responsibility and oversight, including serving on our Board of Directors since 2014. From 2014 to 2017, he served as President and Chief Health, Safety and Environment Officer. From 2017 to 2018, Mr. Miller served as President and CEO; beginning in 2019, he has served as Halliburton’s Chairman of the Board, President and CEO.

 

Mr. Miller brings deep global energy industry expertise, executive and business development experience, and in-depth knowledge of Halliburton’s strategy, risks, human capital management programs, operations, and health, safety and environment protocols. Mr. Miller holds a bachelor’s degree in agriculture and business from McNeese State University and an MBA from Texas A&M University.

 

Skills and qualifications

 

Energy Industry, Strategic Planning, International Business: Mr. Miller has extensive experience leading energy industry business efforts in every region of the world, including specific assignments living in Angola, Indonesia, Venezuela, and Dubai. He leads Halliburton’s strategy and direction. He previously served as Senior Vice President, Global Business Development, and was responsible for Halliburton’s largest global customers.

 

Health, Safety & Environment and Sustainability: Mr. Miller leads the Company’s HSE and sustainability strategies and goals. He previously oversaw Halliburton’s HSE efforts and understands the daily requirements for an energy company to operate safely. Through his leadership, Halliburton made “advance a sustainable energy future” a strategic company priority and the Company set and is achieving measurable sustainability targets that include reductions in Scope 1 and 2 emissions.

 

Accounting/Finance, Mergers & Acquisitions: Mr. Miller is a CPA and worked at a major accounting firm prior to Halliburton. He has deep M&A experience, working closely on a number of significant acquisitions and divestitures. Through Mr. Miller’s guidance, Halliburton focuses on driving capital efficiency across the balance sheet.

 

Technology/Engineering: Through Mr. Miller’s leadership, Halliburton advances digital and automation in its and its customers’ operations to create more intelligent, remote, autonomous, and environmentally friendly operations throughout the energy industry. Under his direction, Halliburton develops and provides innovative technology solutions and is a leader in U.S. patents granted to oil and gas companies for the past three years.

 

Human Resources/Compensation: In roles of increasing responsibility in locations around the world while at Halliburton, Mr. Miller gained significant experience leading people and organizations. Through his various roles, Mr. Miller developed deep insight into and hands-on leadership in HR matters, such as recruitment and hiring, compensation, benefits, and training.

 

 

  HALLIBURTON  |  2023 Proxy Statement      25
 
Back to contents 
             
   

Bhavesh V. (Bob) Patel

President and Chief Executive Officer, W.R. Grace

 

INDEPENDENT

 

Age: 56

Director Since: 2021

 

Halliburton Committees

•  Audit

•  Health, Safety and Environment

 

Current Public Company Directorships

•  None

 

Former Public Company Directorships
(within last five years):

•  Union Pacific Corp. (2017-2021)

•  LyondellBasell Industries (2018-2021)

 

Other Directorships and Memberships

•  Director, Houston Branch, Federal Reserve of Dallas

•  Member, Business Council

•  Advisory Council, College of Engineering at The Ohio State University

•  Board of Visitors, Fox School of Business at Temple University

 
             

 

Mr. Patel has nearly 35 years of chemical industry experience in manufacturing, commercial, and management roles. He brings global executive leadership skills, public company board experience, and emissions reduction and safety expertise. Mr. Patel serves as Chief Executive Officer of W.R. Grace, a global leader in specialty chemicals and materials, since 2022. Previously, Mr. Patel held leadership positions at LyondellBasell in the U.S. and the Netherlands before becoming its CEO.

 

Skills and qualifications

 

Energy Industry, Mergers & Acquisitions, International Business: Mr. Patel has held numerous senior leadership roles during his distinguished career. In addition to his current role as CEO of W.R. Grace, Mr. Patel served as CEO of LyondellBasell, one of the largest chemicals, plastics, and refining companies in the world. During his tenure, LyondellBasell built new world-scale production facilities, expanded its market presence in Asia, and made strategic acquisitions, including A. Schulman.

 

Before serving as CEO at LyondellBasell, Mr. Patel held several leadership roles with the company, including Senior Vice President and then Executive Vice President of Olefins & Polyolefins, as well as technology segments. Prior to this, Mr. Patel held positions of increasing responsibility at Chevron and Chevron Phillips Chemical Company, including leadership positions based in Singapore and the United States. His experience in global commodity markets adds insight into the Board’s discussions of international operations, strategy, and risk.

 

Accounting/Finance: Mr. Patel has strong financial acumen, gleaned through his responsibilities for profit and loss while at W.R. Grace, LyondellBasell, and Chevron, and he understands financial issues pertinent to the Board.

 

Health, Safety & Environment and Sustainability: Mr. Patel’s experience overseeing LyondellBasell’s sustainability initiatives, including its emissions reduction strategy, provides important context for our Board’s oversight of Halliburton’s ESG strategy. As CEO of LyondellBasell, the company partnered with Suez, a French water and waste management company, as well as with Karlsruhe Institute of Technology in Germany, to advance chemical recycling of plastic materials and assist the global efforts regarding plastic waste recycling needs. He helped establish the Alliance to End Plastic Waste, a cross-value chain CEO-led organization that strives to advance a global circular economy for plastics.

 

Legal/Regulatory/Public Policy: Mr. Patel has vast experience evaluating and mediating global legal, regulatory, and public policy issues in the energy industry.

 

Human Resources/Compensation: At W.R. Grace currently, and at LyondellBasell previously, Mr. Patel has had oversight of company HR and compensation practices.

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      26
 
Back to contents 
             
   

Maurice S. Smith

President and Chief Executive Officer, Health Care Service Corporation

 

INDEPENDENT

 

Age: 51

Director Since: 2023

 

Halliburton Committees

•  To be determined

 

Current Public Company Directorships

•  Ventas Corporation

 

Former Public Company Directorships
(within last five years):

•  None

 

Other Directorships and Memberships

•  Chairman, Prime Therapeutics

•  Board member, Blue Cross Blue Shield Association

•  Board member, America’s Health Insurance Plans (AHIP)

•  Board, Federal Reserve Bank of Chicago

•  Chair, Board of Trustees, Roosevelt University

•  Board, Economic Club of Chicago

 
             

 

Mr. Smith has extensive senior leadership experience in the health care industry, currently serving as the President and CEO of Health Care Service Corporation (HCSC), one of the largest U.S. health insurers. Mr. Smith began his career at HCSC in 1993 and has held positions of increasing responsibilities across a range of functions. He is Chairman of the Board of Prime Therapeutics (a privately held, partially owned subsidiary of HCSC with revenue of over $30 billion), a diversified pharmacy solutions organization serving health plans, employers, and government programs. Mr. Smith brings to our Board deep expertise in setting and executing long-term corporate strategy, identifying and implementing important growth initiatives, and overseeing financial operations and activities.

 

Skills and qualifications

 

Strategic Planning, Accounting / Finance, Mergers & Acquisitions: Mr. Smith has held prominent leadership roles over the past three decades, with experience across sales, finance, strategy, operations, and government relations. Under his leadership as HCSC President (since 2019) and CEO (since 2020), Mr. Smith has delivered strong revenue and earnings growth and steered the company through an ever-evolving industry, including navigating the dynamic landscape created by a global pandemic. Mr. Smith was President of Blue Cross Blue Shield of Illinois, a division of HCSC, from 2015 to 2019. Previously, he has directed the Company’s investment and capital allocation strategies, capital structure, and financing activities, including important step-function growth initiatives such as the acquisition of Health Benefits and doubling HCSC’s Medicare Advantage geographic footprint. Through these efforts, HCSC has achieved annual revenues over $50 billion and employs more than 25,000 people. Mr. Smith’s board involvement with the Federal Reserve Bank of Chicago provides context for current and future economic conditions.

 

Regulatory / Public Policy: With nearly 30 years in health care, Mr. Smith has gained invaluable experience with the trends, public policy matters, and direction of the industry. This experience enhances our Board’s understanding of complex legal, regulatory, and compliance risks relevant to the business.

 

Health, Safety & Environment and Sustainability: Under Mr. Smith’s leadership, HCSC has continued to advance its long-term impact by partnering with non-profits and local care providers to improve community health, create jobs, and operate in a responsible and sustainable manner. From this experience, Mr. Smith brings important context and perspectives to our boardroom that are invaluable in our oversight of sustainability initiatives and corporate social responsibility efforts.

 

Human Resources/Compensation: Mr. Smith is intimately familiar with human resources issues such as hiring, benefits, retention, and training, having served as a leader at one of the largest U.S. health insurers.

 

 

  HALLIBURTON  |  2023 Proxy Statement      27
 
Back to contents 
             
   

Janet L. Weiss

Former President, BP Alaska

 

INDEPENDENT

 

Age: 59

Director Since: 2023

 

Halliburton Committees

•  To be determined

 

 

Current Public Company Directorships

•  Tourmaline Oil Corp.

 

Former Public Company Directorships
(within last five years):

•  None

 

Other Directorships and Memberships

•  Director, First National Bank Alaska

•  Director, Northwest University

 
             

 

Ms. Weiss has substantial experience in the oil and gas industry, including serving as the President of BP Alaska. Prior to that role, Ms. Weiss held numerous leadership positions at BP and ARCO. Through these experiences, Ms. Weiss gained and brings to our Board significant experience in engineering, management, health and safety, operations, and strategic planning, as well as invaluable insight and perspective on the operations and financial aspects of the global oil and gas industry.

 

Skills and qualifications

 

Energy Industry, International Business, Strategic Planning: Ms. Weiss retired in 2020 with more than 35 years of energy industry leadership experience. As President of BP Alaska, Ms. Weiss was responsible for BP’s Alaska oil and gas exploration, development, and production activities, as well as its interests in the Trans-Alaska oil pipeline. Prior to that, she held key management positions throughout BP in North America and the UK. Ms. Weiss serves as a director at Tourmaline Oil, a publicly traded Canadian exploration and production company.

 

Technology/Engineering: Beginning her career in Alaska, Ms. Weiss worked as a process engineer, reservoir engineer, petroleum engineer, and reservoir engineering advisor. Her executive appointments have included VP of Special Projects for BP Exploration & Production and VP for Unconventional Gas Technology. Her engineering background is valuable in discussions about Halliburton’s products and services strategy and the Board’s oversight of related risks.

 

Health, Safety & Environment and Sustainability: Ms. Weiss has hands-on experience with the daily operational and HSE requirements needed to operate safely in the oil and gas industry. This includes roles as Vice President responsible for business delivery for fields in Wyoming and in the Gulf of Mexico Shelf, Reservoir Manager for fields in Alaska, Strategy Manager for Alaska, and Director of Organizational Capability for BP’s Exploration and Production Operations and HSSE staff of over 7,000 people. Ms. Weiss serves as a member of the Environment, Safety, and Sustainability Committee of the Tourmaline board.

 

Human Resources/Compensation: As President of BP Alaska and in roles of increasing responsibility prior to that, Ms. Weiss gained significant industry experience regarding compensation and HR matters, such as recruitment and hiring, benefits, and training.

 

Corporate Governance: Ms. Weiss has deep governance experience through her time at BP and serving on the boards of public, private, and academic entities. She brings valuable business and cultural perspectives from her global, multinational experience that will contribute meaningfully to the Board’s efforts.

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      28
 
Back to contents 
             
   

Tobi M. Edwards Young

Senior Vice President, Legal, Regulatory, and Corporate Affairs, Cognizant Technology Solutions

 

INDEPENDENT

 

Age: 47

Director Since: 2022

 

Halliburton Committees

•  Audit

•  Nominating and Corporate Governance

 

Current Public Company Directorships

•  None

 

Former Public Company Directorships
(within last five years):

•  None

 

Other Directorships and Memberships

•  Board, Information Technology Industry Council

•  Board, Chamber of Commerce, U.S.-India Business Council

•  Co-chair, Global Women’s Democracy Network, International Republican Institute

 
             

 

Ms. Young has extensive experience with legal and regulatory issues, policy making, compliance, and corporate social responsibility, as well as valuable knowledge in technology and digital including cybersecurity, data management, data privacy, and artificial intelligence. Ms. Young serves as Senior Vice President, Legal, Regulatory, and Corporate Affairs for Cognizant Technology Solutions, a Fortune 200 information technology services and consulting company. She has direct experience in the executive, legislative, and judicial branches of the federal government, bringing valuable public policy experience to the Board.

 

Skills and qualifications

 

Legal/Regulatory/Public Policy: Ms. Young brings vast legal, regulatory, and compliance experience and expertise to our Board. At Cognizant, Ms. Young serves as Senior Vice President, Legal, Regulatory, and Corporate Affairs. Prior to this, Ms. Young served as a law clerk to U.S. Supreme Court Associate Justice Neil M. Gorsuch from 2018 to 2019, as well as General Counsel and Board Secretary of the George W. Bush Foundation/Office of the Former President. Ms. Young also served as Associate White House Counsel and Special Assistant to President George W. Bush, as well as Press Secretary to U.S. Representative J.C. Watts, Jr.

 

Technology/Engineering: In her current role, Ms. Young addresses legal and regulatory issues related to compliance, artificial intelligence, global data privacy, and cybersecurity standards, among other issues. Ms. Young serves as a board member of the Information Technology Industry Council, the IT industry’s global trade association, and is a member of the International Republican Institute’s Business Advisory Council. She was previously a member of the U.S. Chamber of Commerce Litigation Center’s Technology Advisory Committee. These organizations address emerging policy and litigation issues such as data privacy, cybersecurity, accessibility, and sustainability that surround technology advancement.

 

Health, Safety & Environment and Sustainability: At Cognizant, Ms. Young oversees the company’s corporate social responsibility portfolio focused on economic mobility, educational opportunities, health, and community sustainability, and she works closely on ESG issues to develop policy and action on sustainability efforts.

 

Strategic Planning, Accounting/Finance, Mergers & Acquisitions/Global Business: Ms. Young has strong experience with strategic planning, M&A, and financial issues at Cognizant. She serves as a board member on the U.S.-India Business Council of the U.S. Chamber of Commerce, which works to create an inclusive bilateral trade environment between the two countries.

 

 

  HALLIBURTON  |  2023 Proxy Statement      29
 
Back to contents 

Directors’ Compensation

 

Directors’ Fees

 

All non-management Directors receive an annual retainer of $130,000, which increased in 2022 from $115,000, the annual retainer since 2014. The Lead Independent Director receives an additional annual retainer of $35,000, and the chair of each Committee receives an additional annual retainer for serving as chair as follows: Audit - $25,000; Compensation - $20,000; Health, Safety and Environment - $20,000; and Nominating and Corporate Governance - $20,000. Non-management Directors are permitted to defer all or part of their fees under the Directors’ Deferred Compensation Plan.

 

Directors’ Equity Awards

 

All non-management Directors receive an annual equity award with a value of approximately $185,000, which remains unchanged since 2014, consisting of restricted stock units (RSUs), each of which represents the right to receive a share of common stock at a future date. These annual awards are made in December. The actual number of RSUs is determined by dividing $185,000 by the average of the closing price of our common stock on the NYSE on each business day during the month of November. The value of the award may be more or less than $185,000 based on the methodology described above for determining the number of RSUs to be awarded and the closing price of our common stock on the NYSE on the date of the award. Non-management Directors are permitted to defer all of their RSUs under the Directors’ Deferred Compensation Plan.

 

Additionally, when a non-management Director first joins the Board, he or she receives an equity award shortly thereafter of RSUs equal to a prorated value of the annual equity award of $185,000. The factor used to determine the prorated award is the number of whole months of service from the beginning of the month in which Board service begins to the following first of December divided by 12. The number of RSUs awarded is determined by dividing the prorated award amount by the average of the closing price of our common stock on the NYSE on each business day during the month immediately preceding the Director joining the Board.

 

Directors may not sell, assign, otherwise transfer, or encumber restricted shares (which were previously granted to non-management Directors) or RSUs until the restrictions are removed. Beginning in 2020 and to align our practices with peer companies, restrictions on RSUs lapse entirely on the first anniversary of the grant date with the applicable underlying shares of common stock distributed to the non-management Director unless the Director elected to defer receipt of the shares under the Directors’ Deferred Compensation Plan. Restrictions on RSUs granted prior to 2020 lapse 25% a year over four years. If a non-management Director has a separation of service from the Board before completing the specified number of service years from the applicable award date, any unvested RSUs would be forfeited, unless the Board determines to accelerate vesting. Restrictions on restricted shares and RSUs lapse following termination of Board service only under specified circumstances, which include death or disability, retirement under the Director mandatory retirement policy, or early retirement after at least four years of service.

 

During the restriction period, Directors have the right to (i) vote restricted shares, but not shares underlying RSUs, and (ii) receive dividends or dividend equivalents in cash on restricted shares and RSUs that have not been deferred. RSUs that have been deferred receive dividend equivalents under the Directors’ Deferred Compensation Plan.

 

Directors’ Deferred Compensation Plan

 

The Directors’ Deferred Compensation Plan is a nonqualified deferred compensation plan and participation is completely voluntary. Under the plan, non-management Directors are permitted to defer all or part of their retainer fees and all of the shares of common stock underlying their RSUs when they vest. If a non-management Director elects to defer retainer fees under the plan, then the Director may elect to have his or her deferred fees accumulate under an interest-bearing account or translate on a quarterly basis into Halliburton common stock equivalent units (SEUs) under a stock equivalents account. If a non-management Director elects to defer receipt of the shares of common stock underlying his or her RSUs when they vest, then those shares are retained as deferred RSUs under the plan. The interest-bearing account is credited daily with interest at the prime rate of Citibank, N.A. The SEUs and deferred RSUs are credited quarterly with dividend equivalents based on the same dividend rate as Halliburton common stock and those amounts are translated into additional SEUs or RSUs, respectively.

 

www.halliburton.com       HALLIBURTON  |  2023 Proxy Statement      30
 
 
Back to contents 

After a Director’s retirement, distributions under the plan are made to the Director in a single distribution or in annual installments over a 5- or 10-year period as elected by the Director. Distributions under the interest-bearing account are made in cash, while distributions of SEUs under the stock equivalents account and deferred RSUs are made in shares of Halliburton common stock. Messrs. Al Khayyal, Bennett, Carroll, and Patel have deferred retainer fees under the plan. Dr. Banks, Ms. Hemingway Hall, and Messrs. Al Khayyal, Albrecht, Bennett, Carroll, and Patel have deferred RSUs under the plan.

 

Directors’ Stock Ownership Requirements

 

We have stock ownership requirements for all non-management Directors to further align their interests with our shareholders. As a result, all non-management Directors are required to own Halliburton common stock in an amount equal to or in excess of the greater of (i) the annual base retainer in effect on the date the non-management Director is first elected to the Board multiplied by five or (ii) $500,000. The Nominating and Corporate Governance Committee reviews the holdings of all non-management Directors, which include restricted shares, other Halliburton common stock, and RSUs owned by the Director, at each May meeting. Each non-management Director has five years to meet the requirements, measured from the date he or she is first elected to the Board. Each non-management Director currently meets the stock ownership requirements or is on track to do so within the requisite five-year period.

 

Director Clawback Policy

 

We have a clawback policy under which we will seek, in all appropriate cases, to recoup incentive compensation paid to, awarded to, or credited for the benefit of a Director, if and to the extent that:

 

it is determined that, in connection with the performance of that Director’s duties, he or she breached his or her fiduciary duty by knowingly or recklessly engaging in a material violation of a U.S. federal or state law, or recklessly disregarded his or her duty to exercise reasonable oversight; or
the Director is named as a defendant in a law enforcement proceeding for having breached his or her fiduciary duty by knowingly or recklessly engaging in a material violation of a U.S. federal or state law, the Director disagrees with the allegations relating to the proceeding, and either (i) we initiate a review and determine that the alleged action is not indemnifiable or (ii) the Director does not prevail at trial, enters into a plea arrangement, agrees to the entry of a final administrative or judicial order imposing sanctions, or otherwise admits to the violation in a legal proceeding.

 

The disinterested members of the Board and the disinterested members of the Compensation Committee and the Nominating and Corporate Governance Committee may be involved in reviewing, considering, and making determinations regarding the Director’s alleged conduct, whether recoupment is appropriate or required, and the type and amount of incentive compensation to be recouped from the Director.

 

The policy also provides that, to the extent permitted by applicable law and not previously disclosed in a filing with the SEC, we will disclose in our proxy statement the circumstances of any recoupment arising under the policy or that there has not been any recoupment pursuant to the policy for the prior calendar year. There was no recoupment under the policy in 2022.

 

Matching Programs

 

To further our support for charities, Directors may participate in the Halliburton Foundation’s matching gift programs for educational institutions, not-for-profit hospitals, and medical foundations. For each eligible contribution, the Halliburton Foundation contributes 2.25 times the amount contributed by the Director, subject to approval by its Trustees. The maximum aggregate of all contributions each calendar year by a Director eligible for matching is $50,000, resulting in a maximum aggregate amount contributed annually by the Halliburton Foundation in the form of matching gifts of $112,500 for any Director who participates in the programs. Neither the Halliburton Foundation nor we have made a charitable contribution, within the preceding three years, to any charitable organization in which a Director serves as an executive officer that exceeds in any single year the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues.

 

The Halliburton Political Action Committee, or HALPAC, allows Directors to donate to political candidates and participate in the political process. We match the Directors’ donations to HALPAC dollar-for-dollar to a 501(c)(3) status nonprofit organization of the contributor’s choice.

 

    HALLIBURTON  |  2023 Proxy Statement      31
 
 
Back to contents 

2022 Director Compensation

 

Name       Fees Earned
or Paid in Cash
($)
             Stock
Awards
($)
             Change in Pension Value
and Nonqualified Deferred
Compensation Earnings
($)
             All Other
Compensation
($)
             Total
($)
Abdulaziz F. Al Khayyal  124,313  172,293  0  32,584  329,190
William E. Albrecht  142,418  172,293  0  133,523  448,234
M. Katherine Banks  124,313  172,293  0  74,982  371,588
Alan M. Bennett  149,313  172,293  0  132,735  454,341
Milton Carroll  142,418  172,293  0  67,187  381,898
Earl M. Cummings(1)  107,702  375,061  0  2,141  484,904
Murry S. Gerber  144,313  172,293  0  118,139  434,745
Patricia Hemingway Hall(2)  43,915  0  0  7,679  51,594
Robert A. Malone  157,418  172,293  0  124,304  454,015
Bhavesh V. Patel  124,313  172,293  29  122,718  419,353
Tobi M. Edwards Young(1)  107,702  375,061  0  4,641  487,404
(1) Mr. Cummings and Ms. Young joined the Board on February 22, 2022. The Stock Awards each received include a prorated award when they joined the Board and the grant in December received by all of the non-management Directors.
(2) Ms. Hemingway Hall retired from the Board on May 18, 2022.

 

Fees Earned or Paid In Cash. The amounts in this column represent retainer fees earned in fiscal year 2022, but not necessarily paid in 2022. Refer to the section Directors’ Fees for information on annual retainer fees.

 

Stock Awards. The amounts in the Stock Awards column reflect the grant date fair value of RSUs awarded in 2022. We calculate the fair value of equity awards by multiplying the number of RSUs granted by the closing stock price as of the award’s grant date.

 

The number of restricted shares (RSAs), outstanding RSUs, deferred RSUs, and SEUs held at December 31, 2022, by non-management Directors are:

 

Name  Restricted Shares             Outstanding RSUs             Deferred RSUs             SEUs
Abdulaziz F. Al Khayyal  0  0  56,457  18,157
William E. Albrecht  0  0  48,825  0
M. Katherine Banks  0  2,769  12,907  0
Alan M. Bennett  25,236  0  67,330  39,427
Milton Carroll  20,271  0  67,330  61,921
Earl M. Cummings  0  10,457  0  0
Murry S. Gerber  2,000  6,948  0  0
Patricia Hemingway Hall  0  0  12,636  0
Robert A. Malone  14,843  6,948  0  0
Bhavesh V. Patel  0  0  20,867  6,482
Tobi M. Edwards Young  0  10,457  0  0

 

Change in Pension Value and Nonqualified Deferred Compensation Earnings. The amounts in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column are attributable to the above-market earnings for the Directors’ Deferred Compensation Plan, a nonqualified deferred compensation plan. The methodology for determining what constitutes above market earnings is the difference between the interest rate as stated in the plan document and the Internal Revenue Service Long-Term 120% AFR rate as of December 31, 2022. The 120% AFR rate used for determining above-market earnings in 2022 was 5.22%. None of the Directors had above-market earnings, except as noted for Mr. Patel.

 

All Other Compensation. This column includes compensation related to the matching gift programs under the Halliburton Foundation and for HALPAC, the Accidental Death and Dismemberment program, dividends or dividend equivalents on restricted shares or RSUs, and dividend equivalents associated with the Directors’ Deferred Compensation Plan.

 

www.halliburton.com       HALLIBURTON  |  2023 Proxy Statement      32
 
 
Back to contents 

Directors who participated in the matching gift program and the corresponding match provided by the Halliburton Foundation in 2022 are: Mr. Albrecht - $112,500; Dr. Banks - $69,228; Mr. Bennett - $67,500; Mr. Gerber - $112,500; Mr. Malone - $112,500; and Mr. Patel - $112,500.

 

Halliburton Political Action Committee matching contributions are: Mr. Bennett - $5,000; and Ms. Young - $2,500.

 

Non-management Directors are provided an Accidental Death and Dismemberment benefit, the annual premium for which is $155. This benefit will no longer be provided effective January 1, 2023.

 

Directors who received dividends or dividend equivalents on restricted shares or RSUs held on Halliburton record dates are: Dr. Banks - $1,811; Mr. Bennett - $12,113; Mr. Carroll - $9,730; Mr. Cummings - $1,986; Mr. Gerber - $5,484; Ms. Hemingway Hall - $573; Mr. Malone - $11,649; and Ms. Young - $1,986.

 

Directors who received dividend equivalents attributable to their stock equivalents account under the Directors’ Deferred Compensation Plan are: Mr. Al Khayyal - $8,042; Mr. Bennett - $18,748; Mr. Carroll - $28,083; and Mr. Patel - $2,490.

 

Directors who received dividend equivalents attributable to their deferred RSUs under the Directors’ Deferred Compensation Plan are: Mr. Al Khayyal - $24,387; Mr. Albrecht - $20,868; Dr. Banks - $3,788; Mr. Bennett - $29,219; Mr. Carroll - $29,219; Ms. Hemingway Hall - $6,951; and Mr. Patel - $7,573.

 

    HALLIBURTON  |  2023 Proxy Statement      33
 
 
Back to contents 

Stock Ownership Information

 

Delinquent Section 16(a) Reports

 

The Company believes, based on our records and review of filings with the SEC, that during the fiscal year ended December 31, 2022, our Directors and executive officers complied with the filing requirements of Section 16(a) of the Securities Exchange Act of 1934.

 

Stock Ownership of Certain Beneficial Owners and Management

 

The following table sets forth beneficial ownership information about persons or groups that own or have the right to acquire more than 5% of our common stock, based on information contained in Schedules 13G filed with the SEC.

 

Name and Address
of Beneficial Owner
  Amount and Nature of
Beneficial Ownership
                  Percent
of Class
BlackRock, Inc.
55 East 52nd Street, New York, NY 10055
  81,714,029(1)  9.0%
Capital World Investors
333 South Hope Street, 55th Fl, Los Angeles, CA 90071
  64,215,784(2)  7.1%
State Street Corporation
1 Lincoln Street, Boston, MA 02111
  60,221,186(3)  6.6%
The Vanguard Group
100 Vanguard Blvd, Malvern, PA 19355
  99,631,311(4)  10.97%
(1) BlackRock, Inc. is deemed to be the beneficial owner of 81,714,029 shares. BlackRock has sole power to vote or to direct the vote of 72,870,136 shares and has sole power to dispose or to direct the disposition of 81,714,029 shares.
(2) Capital World Investors is deemed to be the beneficial owner of 64,215,784 shares. Capital World Investors has sole power to vote or to direct the vote of 64,215,784 shares and has sole power to dispose or to direct the disposition of 64,215,784 shares.
(3) State Street Corporation is deemed to be the beneficial owner of 60,221,186 shares. State Street Corporation has shared power to vote or to direct the vote of 54,193,213 shares and has shared power to dispose or to direct the disposition of 60,026,976 shares.
(4) The Vanguard Group is deemed to be the beneficial owner of 99,631,311 shares. The Vanguard Group has sole power to dispose or to direct the disposition of 96,032,285 shares. The Vanguard Group has shared power to vote or to direct the vote of 1,243,413 shares and has shared power to dispose or to direct the disposition of 3,599,026 shares.

 

www.halliburton.com       HALLIBURTON  |  2023 Proxy Statement      34
 
 
Back to contents 

The following table sets forth information, as of February 24, 2023, regarding the beneficial ownership of our common stock by each Director, each Named Executive Officer, and by all Directors and executive officers as a group.

 

  Amount and Nature of Beneficial Ownership
Name of Beneficial Owner or
Number of Persons in Group
Sole Voting
and
Investment
Power(1)
Shared
Voting or
Investment
Power
Percent of
Class
Abdulaziz F. Al Khayyal 0   *
William E. Albrecht 16,000   *
M. Katherine Banks 11,856   *
Alan M. Bennett 27,236   *
Eric J. Carre 285,387   *
Milton Carroll 20,271   *
Earl M. Cummings 5,600   *
Murry S. Gerber 562,823   *
Lance Loeffler 188,369   *
Robert A. Malone 69,630   *
Jeffrey A. Miller 1,457,709   *
Bhavesh V. Patel 10,000   *
Lawrence J. Pope 468,611   *
Joe D. Rainey 597,730   *
Mark J. Richard 404,262   *
Maurice S. Smith 0    
Janet L. Weiss 1,566    
Tobi M. Edwards Young 0   *
Shares owned by all current Directors and executive officers as a group (23 persons) 4,769,159   *
* Less than 1% of shares outstanding.
(1) The table includes shares of common stock eligible for purchase pursuant to outstanding stock options within 60 days of February 24, 2023, for the following: Mr. Carre – 157,209; Mr. Loeffler – 52,688; Mr. Miller – 639,200; Mr. Pope – 237,200; Mr. Rainey – 316,500; Mr. Richard – 136,373; and five unnamed executive officers – 242,323. Until the options are exercised, these individuals will not have voting or investment power over the underlying shares of common stock but will only have the right to acquire beneficial ownership of the shares through exercise of their respective options. The table also includes restricted shares of common stock over which the individuals have voting power but no investment power.

 

    HALLIBURTON  |  2023 Proxy Statement      35
 
 
Back to contents 

Proposal No. 2  Ratification of Selection of Principal Independent Public Accountants

 

The Audit Committee is responsible for the appointment, compensation, retention, oversight of the work, and evaluation of the principal independent public accountants retained to audit our financial statements. The Audit Committee and Board have approved the selection of KPMG LLP as our principal independent public accountants to examine our financial statements and books and records for the year ended December 31, 2023, and a resolution will be presented at the Annual Meeting to ratify this selection. The Audit Committee and Board believe that the continued retention of KPMG to serve as our principal independent public accountants for the year ended December 31, 2023, is in the best interests of Halliburton and our shareholders. Representatives of KPMG are expected to be present at the Annual Meeting and be available to respond to appropriate questions from shareholders.

 

KPMG began serving as our principal independent public accountants for the year ended December 31, 2002. The Audit Committee routinely reviews the performance and retention of our independent public accountants, including an evaluation of service quality, the nature and extent of non-audit services, and other factors required to be considered when assessing independence from Halliburton and its management. The Audit Committee also periodically considers whether there should be a rotation of the principal independent public accountants and is involved in the selection of the Principal Independent Public Accountants’ lead engagement partner and the mandated rotation process of such partner.

 

The affirmative vote of the majority of votes cast by holders of shares of our common stock present in person or represented by proxy at the meeting and entitled to vote on the matter is needed to approve the proposal.

 

If the shareholders do not ratify the selection of KPMG, the Board will reconsider the selection of independent public accountants.

 

  THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS PRINCIPAL INDEPENDENT PUBLIC ACCOUNTANTS TO EXAMINE OUR FINANCIAL STATEMENTS AND BOOKS AND RECORDS FOR THE YEAR ENDING DECEMBER 31, 2023.

 

www.halliburton.com       HALLIBURTON  |  2023 Proxy Statement      36
 
 
Back to contents 

Audit Committee Report

 

We operate under a written charter, a copy of which is available on Halliburton’s website at www.halliburton.com. As required by the charter, we review and reassess the charter annually and recommend any changes to the Board for approval. We are also mindful of the observations provided in the Securities and Exchange Commission’s Statement on Role of Audit Committees in Financial Reporting and Key Reminders Regarding Oversight Responsibilities.

 

Halliburton’s management is responsible for preparing Halliburton’s financial statements and the principal independent public accountants are responsible for auditing those financial statements. The Audit Committee’s role is to provide oversight of management in carrying out management’s responsibility and to appoint, compensate, retain, oversee the work of, and evaluate the principal independent public accountants. The Audit Committee is not providing any expert or special assurance as to Halliburton’s financial statements or any professional certification as to the principal independent public accountants’ work.

 

In fulfilling our oversight role for the year ended December 31, 2022, we:

 

reviewed and discussed Halliburton’s audited financial statements with management;
discussed with KPMG LLP, Halliburton’s principal independent public accountants, the matters required by Auditing Standard 1301 relating to the conduct of the audit;
received from KPMG the written disclosures and the letter required by the Public Company Accounting Oversight Board regarding KPMG’s independence;
evaluated KPMG’s service quality; and
discussed with KPMG its independence and reviewed other matters required to be considered under Securities and Exchange Commission rules regarding KPMG’s independence.

 

Based on the foregoing, we recommended to the Board that the audited financial statements be included in Halliburton’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for filing with the Securities and Exchange Commission.

 

THE AUDIT COMMITTEE

 

M. Katherine Banks
Alan M. Bennett
Earl M. Cummings
Murry S. Gerber
Bhavesh V. Patel
Tobi M. Edwards Young

 

    HALLIBURTON  |  2023 Proxy Statement      37
 
 
Back to contents 

Fees Paid to KPMG LLP

 

During 2021 and 2022, we incurred the following fees for services performed by KPMG LLP.

 

   2021   2022 
   (In millions)   (In millions) 
Audit fees  $9.3   $10.1 
Audit-related fees   0.5    0.4 
Tax fees   0.6    0.6 
All other fees   0.4    0.1 
TOTAL  $10.8   $11.2 

 

Audit Fees

 

Audit fees represent the aggregate fees for professional services rendered by KPMG for the integrated audit of our annual financial statements for the fiscal years ended December 31, 2021, and December 31, 2022. Audit fees also include the audits of many of our subsidiaries to comply with statutory requirements in foreign countries and reviews of our financial statements included in the Forms 10-Q we filed during fiscal years 2021 and 2022.

 

Audit-Related Fees

 

Audit-related fees were incurred for assurance and related services that are traditionally performed by the independent public accountants. These services primarily include attestation engagements required by contractual or regulatory provisions.

 

Tax Fees

 

The aggregate fees for tax services primarily consisted of international tax compliance and tax return services related to our expatriate employees. In 2021, tax compliance and preparation fees total $0.2 million and tax advisory fees total $0.4 million, and in 2022, tax compliance and preparation fees total $0.2 million and tax advisory fees total $0.4 million.

 

All Other Fees

 

All other fees are comprised of professional services rendered by KPMG related to nonrecurring miscellaneous services.

 

Fee Approval Policies and Procedures

 

The Audit Committee has established a written policy that requires the approval by the Audit Committee of all services provided by KPMG as the principal independent public accountants that examine our financial statements and books and records and of all audit services provided by other independent public accountants. Prior to engaging KPMG for the annual audit, the Audit Committee reviews a Principal Independent Public Accountants Auditor Services Plan. KPMG then performs services throughout the year as approved by the Committee. KPMG reviews with the Committee, at least quarterly, a projection of KPMG’s fees for the year. Periodically, the Audit Committee approves revisions to the plan if the Committee determines changes are warranted. Our Audit Committee also considered whether KPMG’s provision of tax services as reported above were compatible with maintaining KPMG’s independence as our principal independent public accountants. All of the fees described above for services provided by KPMG were approved in accordance with the policy.

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      38
 
Back to contents 

Proposal No. 3  Advisory Approval of Executive Compensation

 

Pursuant to Section 14A of the Securities Exchange Act of 1934, our shareholders are being presented with the opportunity to vote to approve, on an advisory basis, the compensation of our Named Executive Officers (NEOs) as disclosed in this proxy statement. As reaffirmed by our shareholders at the 2017 Annual Meeting of Shareholders, consistent with our Board’s recommendation, we are submitting this proposal for a non-binding vote on an annual basis.

 

As described in detail under Compensation Discussion and Analysis, our executive compensation program is designed to attract, motivate, and retain our NEOs, who are critical to our success. Under the program, our NEOs are rewarded for the achievement of specific annual, long-term, and strategic goals, corporate goals, and the realization of increased shareholder returns. Please read Compensation Discussion and Analysis for additional details about our executive compensation program, including information about the fiscal year 2022 compensation of our NEOs and our Board’s ongoing commitment to ensure that our program aligns with our long-term strategy and shareholder value creation.

 

The Compensation Committee continually reviews the compensation program for our NEOs to ensure the program achieves the desired goals of aligning our executive compensation structure with our shareholders’ interests and current market practices. We believe our executive compensation program achieves the following objectives identified under Compensation Discussion and Analysis:

 

  Provide a clear and direct relationship between executive pay and our performance on both a short-term and long-term basis;
  Target market competitive pay levels with a comparator peer group;
  Emphasize operating performance drivers;
  Link executive pay to measures that drive shareholder returns;
  Support our business strategies; and
  Maximize the return on our human resource investment.

 

We are asking our shareholders to indicate their support for our NEOs’ compensation as described in this proxy statement and vote “FOR” the following resolution at the Annual Meeting: “RESOLVED, that the compensation paid to Halliburton’s Named Executive Officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby approved.”

 

The affirmative vote of the majority of votes cast by holders of shares of our common stock present in person or represented by proxy at the meeting and entitled to vote on the matter is needed to approve the proposal.

 

Our Board and our Compensation Committee value the opinions of our shareholders. The say-on-pay vote is advisory and, therefore, not binding on us, our Board, or our Compensation Committee. However, the Compensation Committee considers shareholder feedback in its ongoing review of our executive compensation program.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

 

Compensation Committee Report

 

We have reviewed and discussed the Compensation Discussion and Analysis with Company management and, based on such review and discussion, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

 

THE COMPENSATION COMMITTEE

 

William E. Albrecht
Milton Carroll
Earl M. Cummings
Murry S. Gerber
Robert A. Malone

 

 

  HALLIBURTON  |  2023 Proxy Statement      39
 
Back to contents 

Compensation Discussion and Analysis

 

To Our Valued Shareholders:

 

Our current executive compensation program is the culmination of years of open dialogue with our investors. The recent changes we’ve made reflect their most recent feedback and further strengthen our program’s ability to create value for our employees, customers, and shareholders.

 

Murry S. Gerber

Chair of the Compensation Committee

 

April 4, 2023

 

Over the last several years, we have worked hard to listen and respond to our shareholders’ feedback and 2022 was no exception. As Halliburton’s Compensation Committee, we take responsible and balanced actions to consider and respond to shareholder feedback. Over the last four years, we have made numerous, substantive changes to our executive compensation program — prioritizing improvements that strengthened our plan designs and overall compensation governance.

 

Again, this year, based on your feedback, we approved and implemented several changes to our incentive plans for 2022 and for 2023.

 

For 2022, given our strategic focus on sustainability and to further align our program with expectations for continued progress on our commitments, we introduced specific and quantifiable Non-Financial Strategic Metrics into our Annual Performance Pay Plan. The new metrics, which are weighted equally, comprise 20% of the total award and are focused on making demonstrated progress towards Halliburton’s specific sustainability and Diversity, Equity, and Inclusion (DE&I) goals.

 

After engaging in extensive in-person and video shareholder meetings, we have also approved and implemented the following changes to our 2023 incentive plans:

 

Performance Unit Program (PUP):
  Implemented a payout cap for negative Return on Capital Employed (ROCE) performance. For prospective PUP cycles beginning with the 2023 cycle, the Plan now caps any payout at target level if Halliburton’s three-year average ROCE is negative. The Total Shareholder Return (TSR) modifier may still apply.
  Increased target performance for relative ROCE. The Plan now sets target performance at the 55th percentile for relative ROCE performance required to achieve a target PUP payout.
Annual Performance Pay Plan:
  Set a 12-month performance measurement period. Shareholders supported the temporary, six-month approach we used for setting financial goals, measuring performance, and calculating awards in 2021 and 2022. However, given the recent more stabilized and post-pandemic macro environment, we have returned to our historic 12-month approach for 2023.

 

All of these changes directly reflect the feedback we received after our May 2022 say-on-pay advisory vote, as well as during our 2022 shareholder outreach and engagement campaign, which was a continuation of our renewed and refreshed approach to investor outreach and engagement. On page 41, we provide a summary of the robust Board-led shareholder engagement throughout 2022.

 

As always, we appreciate the care you take in reading this year’s Compensation Discussion and Analysis (CD&A). We are confident it demonstrates that we remain steadfast in our commitment to respond to shareholder input and feedback as we strengthen our program to further align the interests of our shareholders with our leadership team in pursuit of our strategic objectives.

 

Sincerely,

 

The Compensation Committee of the Board of Directors

 

William E. Albrecht Milton Carroll Earl M. Cummings Murry S. Gerber Robert A. Malone

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      40
 
Back to contents 

Enhancing Our Shareholder Outreach and Board Activity

 

Halliburton prioritizes continuing engagement with its shareholders. Our ongoing, open dialogue helps ensure that the Board and management have a regular pulse on investors’ views and provides valuable feedback on how we can continuously improve.

 

During 2022, we offered to engage with our largest shareholders, as well as others who had reached out for engagement or otherwise contacted Halliburton. Board members and management conducted meetings with 20 shareholders representing approximately 50% of our shares, and with the two largest proxy advisors, Institutional Shareholder Services Inc. (ISS) and Glass Lewis. These included in-person sessions and video conferences with Murry Gerber (Chair of the Compensation Committee) or Robert Malone (Lead Independent Director) and senior management. These efforts were in addition to the 13 sell-side conferences, 3 non-deal roadshows, and 313 investor meetings that are all part of our regular shareholder outreach cadence.

 

Over the last four years we have made numerous, substantive changes to strengthen the structure and governance of our executive compensation program based on shareholder input and feedback. These changes included:

 

Short-Term Incentives   Long-Term Incentives   Compensation Governance

Strengthened Alignment with Business Strategy

   Modified short-term incentive metrics to increase emphasis on free cash flow and capital discipline

 

Introduced Non-Financial Strategic Metrics

   Comprises 20% of the total award (weighted equally), metrics focus on sustainability and DE&I

 

 

Shifted Long-Term Vehicle Mix

   Eliminated stock options

   Decreased use of time-based restricted stock

   Increased use of performance units from 50% to 70%

   Increased performance equity

   Performance unit opportunity now delivered 50% in cash and 50% in performance shares (prior to 2020, delivered 100% in cash)

 

Strengthened Alignment with Shareholders

   Added relative TSR modifier

 

Eliminated special or one-time stock grants for internal promotions

 

Implemented a double-trigger change-in-control provision in stock and incentive plan

 

Eliminated tax gross ups for personal use of corporate aircraft and other executive perquisites

 

The Compensation Committee took into consideration the results of the 2022 say-on-pay vote and direct feedback from our shareholders when planning for the 2023 plan year. Effective January 1, 2023, based on the feedback we received, we approved two additional, major changes to our long-term Performance Unit Program (PUP). Our PUP is the foundation of our long-term incentive program and provides executives with long-term, variable pay opportunities based on Halliburton’s performance in both three-year relative ROCE and relative TSR vs. the Oilfield Services Index (OSX), which is used as a modifier to penalize/reward bottom and top quartile performance. These changes are summarized below:

 

What We Did   Why We Did It
Implemented a payout cap for negative ROCE performance. For prospective PUP cycles beginning with the 2023 cycle, payouts are now capped at target level if Halliburton’s three-year relative ROCE is negative. The TSR modifier still applies.   Help to ensure an alignment of outcomes for executives and shareholders in a period of negative ROCE performance.
Increase target performance for relative ROCE. Increase the relative ROCE performance required for a target PUP payout from median performance to the 55th percentile.   Provide a more challenging performance target, strengthening our pay and performance alignment.

 

These changes, together with the significant restructuring of the PUP in 2020 (increased emphasis on performance-based equity awards and adding a TSR modifier), create a strong long-term incentive structure that continues to incentivize the senior leadership team to execute on strategies that drive superior returns (ROCE) — regardless of market conditions — and reflects our investors’ preferences.

 

For 2023, at the request of our shareholders, we also returned to a 12-month performance measurement period for purposes of setting financial goals, measuring performance, and calculating awards under our Annual Performance Pay Plan.

 

 

  HALLIBURTON  |  2023 Proxy Statement      41
 
Back to contents 

Straight from the Boardroom:
Talking with Murry S. Gerber

 

Robust discussions with investors have led to meaningful and well-received changes to our executive compensation program. With our constant and direct shareholder engagement activities, we continue to receive excellent questions and both positive and constructive feedback about aspects of our program. Below are the answers to recent representative shareholder questions from Murry S. Gerber, Chair of our Compensation Committee.

 

QWhat drove the decision to cap the PUP?

 

AOur senior executive team is responsible for executing on strategies that drive superior returns (ROCE) — regardless of market conditions. Our shareholders told us they wanted stronger alignment with executive compensation outcomes in periods of negative ROCE performance. Adding the cap to the PUP directly responds to shareholder feedback and balances our goal while also aligning with the shareholder experience.

 

QWhy did the Board raise the performance hurdle on PUP target-level payouts?

 

AWe expect outperformance from Halliburton in all markets, as do our shareholders. Implementing more challenging performance targets — specifically raising the bar from median performance to the 55th percentile relative to our Performance Peer Group — reinforces this belief and reflects our investors’ high expectations.

 

QHow did the Compensation Committee decide to integrate Non-Financial Strategic Metrics into executive compensation?

 

AWe know holding ourselves accountable to progress on our strategic priorities, including Non-Financial Strategic Metrics, is important to our shareholders and to our Board. During our extensive shareholder outreach efforts in 2021, we heard the importance of directly tying compensation to demonstrated progress on our strategic priorities through objective and measurable goals. As a result, 20% of Annual Performance Pay Plan awards are now based on new metrics, which are equally weighted between our GHG emissions reduction performance and our DE&I performance. The Board chose GHG emissions reduction performance because it is our top sustainable energy strategic priority. Delivering on GHG reduction goals has a direct impact on our relationships with our customers and should impact the long-term bottom line for Halliburton shareholders. The Board chose DE&I because it is a core pillar of our strategy. We see diversity as a tremendous strength of our organization, and we invest significant effort in harnessing the wide range of perspectives and experiences across this workforce.

 

QHow does the Board view the relationship between pay and financial performance over the last few years?

 

AOur executive compensation program has been built on a foundation of market best practices, shareholder input, and our business strategy to directly link pay to performance on both a short-term and long-term basis, with financial metrics that emphasize free cash flow and capital discipline and drive shareholder returns. Our resilience over these last three years, demonstrated by our ROCE which was at the 71st percentile relative to our peers, our top quartile TSR performance relative to the Oilfield Services Index (OSX), and our solid TSR results relative to the S&P 500, is a direct reflection of swift decision-making and disciplined deployment of capital by our senior leadership team. Their continued focus on key performance drivers through the oil downturn and COVID-19 pandemic and ability to remove $1 billion in costs helped us to reset our earnings power and deliver strong margins and cash flow — allowing us to emerge successfully in 2022 and deliver results that are again driving value.

 

QCan you explain the Board’s methodology for setting LTI targets?

 

AIt is our philosophy and practice to target and set LTI award values at the market median. Once the Committee determines the intended value of the NEO’s awards, it uses the average of the NYSE closing price of our common stock on each business day during the month of December to determine the number of shares granted. This methodology protects the value of the award from the impact of single-day market swings and is a commonly used approach in administering equity plans. This approach can cause a disconnect between the intended target value determined by the Committee

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      42
 
Back to contents 

and what’s reported in the Summary Compensation Table (SCT) — especially if the stock price on the date of the grant date is significantly higher (or lower) than the average share price used by the Committee. The SCT requires us to report award values using the stock price on the date of the grant. Exacerbating the issue was our historic practice of granting restricted stock awards at the beginning of December and performance units in January. To respond to shareholders’ feedback and help reduce the complexity in the required reporting, in 2022, we synchronized the timing of our LTI award grants to January.

 

2022 CEO Compensation Overview

 

Determination of CEO Target Total Compensation

 

When determining target total compensation for the CEO, the Compensation Committee evaluates CEO compensation through various lenses to ensure that it is setting appropriate and competitive total target compensation opportunities and approving actual compensation outcomes that are aligned with actual performance results and shareholder expectations.

 

Total target compensation for our CEO is structured to target market competitive pay levels in base salary and short- and long-term incentive opportunities relative to market pay levels for CEOs in the comparator peer group. An emphasis is placed on variable pay at risk, which enables the compensation structure to position actual pay above or below the 50th percentile of our Comparator Peer Group depending on performance. Total target compensation opportunities are set by the Compensation Committee at the beginning of each performance period and are intended to be forward looking.

 

Mr. Miller’s last three years of total target compensation as approved by the Compensation Committee are shown below:

 

 

Effective January of 2022, the Committee moved grants of restricted stock from December to January to align with grants of performance units. For purposes of comparable presentation, the restricted stock grants awarded in December 2019 and 2020 are included in the above graph for years 2020 and 2021, respectively.

 

The Compensation Committee also considers the CEO’s performance and accomplishments in the areas of business development and expansion, management succession, development and retention of management, ethical leadership, and the achievement of financial and operational objectives. Each year, our CEO and the members of the Board agree upon a set of objectives addressing the following areas:

 

Leadership and vision;
Integrity;
Keeping the Board informed on matters affecting Halliburton;
Performance of the business;
Development and implementation of initiatives that provide long-term economic benefits;
Accomplishment of strategic objectives; and
Development of management.

 

Other NEOs’ compensation is determined similarly by evaluating each NEO’s performance and considering the market competitive pay levels of the Comparator Peer Group for the NEO’s position. The Compensation Committee also considers the importance of keeping our management team focused and stable, especially given that other oilfield services companies have aggressively recruited our NEOs and other executives in the past, with more than thirty former Halliburton executives departing to become CEOs and/or senior executives of other oilfield services companies.

 

 

  HALLIBURTON  |  2023 Proxy Statement      43
 
Back to contents 

Individual Performance Highlights

 

The Board determined that Mr. Miller met these objectives in 2022 through the following achievements:

 

LEADERSHIP AND VISION

 

  Led the organization through another transitional year as the industry completed its recovery from the global COVID-19 pandemic and the macro environment stabilized
  Prioritized stakeholder communication and maintained high visibility with employees, shareholders, and customers
  Facilitated the addition of two new Board members, both of whom bring one or more forms of diversity to the Board

 

INTEGRITY

 

  Stressed and upheld Halliburton’s Code of Business Conduct (COBC), actively reinforcing our COBC as the “DNA” underlying all our business strategy and execution through employee town halls and leadership meetings
  Continued to prioritize and advocate for the Local Ethics Officer (LEO) program, which continues to be at the cutting edge of compliance initiatives
  Led efforts and underscored the importance of making significant progress on increasing gender and ethnic/racial diversity, inclusion, and respect, all core elements of our COBC and imperative to the culture within Halliburton

 

KEEPING THE BOARD INFORMED

 

  Communicated regularly with the Board, providing updates on business issues and unfettered access to management and subject matter experts
  Promoted Board exposure through management presentations, field operations visits, and introductions to employees

 

PERFORMANCE OF THE BUSINESS

 

  Strengthened our balance sheet, reducing gross debt by $1.2 billion during 2022
  Generated over $1.4 billion of free cash flow in 2022
  Outperformed primary competitors on ROCE
  Maintained unwavering commitment to our Health, Safety and Environment program
  Halliburton recognized in 2022 Dow Jones Sustainability Index as one of the top 10% most sustainable companies in the industry peer group

 

DEVELOP AND IMPLEMENT INITIATIVES THAT PROVIDE LONG-TERM ECONOMIC BENEFITS

 

  Continued Company focus on evolving market trends and advancing digitalization and automation
  Continued to institutionalize Continuous Improvement, which drives profitability, capacity, and greater flexibility
  Executed key steps to increase environmental, social, and governance focus
  Grew Halliburton Labs, our clean energy accelerator, with the addition of nine new companies

 

ACCOMPLISHMENT OF STRATEGIC OBJECTIVES

 

  Deployed key technologies to drive future growth and profitability
  Continued expansion of our new drilling technology platforms
  Delivered growth and increased deployment of “first of its kind” hydraulic fracturing technologies that help to improve completion performance
  Advanced a sustainable energy future through efforts to convert the North America hydraulic fracturing fleet to lower emissions footprint and reduce hydraulic fracturing GHG emissions intensity

 

DEVELOPMENT OF MANAGEMENT

 

  Prioritized management exposure to the Board via spotlight presentations, continued commitment to our robust succession management process, and remained focused on talent development with an emphasis on diversity, equity, inclusion, and respect initiatives

 

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      44
 
Back to contents 

2022 Performance Overview

 

Business Highlights

 

Our success throughout 2022 was a direct result of the hard work and dedication of our employees with relentless focus on safety, operational execution, customer collaboration, and service quality performance. We saw the resilience of oil and gas demand throughout 2022 even as central banks raised interest rates to combat inflation. Our exceptional financial performance this year is a clear result of the execution of our strategic priorities in 2022. Here are the highlights for 2022:

 

Financial: Our total revenue increased 33% in 2022 as compared to 2021. Our International revenue increased 20% and our North America revenue increased 51% in 2022 compared to 2021, with improved margins driven by increased activity and pricing gains. Overall, our Completion and Production and Drilling and Evaluation operating segments finished the year with 18% and 15% operating margins, respectively. We generated strong cash flows from operations and retired $1.2 billion of debt.
Digital: Our accelerated deployment and integration of digital and automation technologies created technical differentiation in the market and contributed to our higher margins and increased internal efficiencies.
Capital efficiency: We advanced technologies and made strategic choices that kept our capital expenditures to 5% of revenue, which is in the range of our 5-6% of revenue target.
Sustainability and energy mix transition: We were named to the Dow Jones Sustainability Index (DJSI), which recognizes the top 10% most sustainable companies per industry. The DJSI uses environmental, social, and governance (ESG) criteria to measure and rank the performance of best-in-class companies selected for its list. When compared to our peers, we ranked in the 98th percentile and received high marks in the Human Capital Development, Risk & Crisis Management, and Business Ethics categories. Additionally, we added nine new participating companies to Halliburton Labs, our clean energy accelerator.

 

Geographic Revenue Diversity

 

 

In 2022, Halliburton continued to earn the majority of our revenue internationally, but with a strong rebound in North America.

 

Cash Flow Execution

 

 

During 2022, we generated $2.2 billion of operating cash flow and had $1.0 billion of capital expenditures and $200 million of proceeds from sales of property, plant, and equipment, resulting in over $1.4 billion of free cash flow. This demonstrates our ability to generate strong free cash flow* in different business environments. We additionally repaid $1.2 billion of debt, returned $435 million to shareholders through dividends, and purchased $250 million of our stock under our share repurchase program.

 

* Management believes that free cash flow, defined as “operating cash flow” less “capital expenditures” plus “proceeds from sale of property, plant, and equipment” is an important liquidity measure that is useful to investors and management for assessing the business’s ability to generate cash.

 

 

  HALLIBURTON  |  2023 Proxy Statement      45
 
Back to contents 

Debt Reduction Progress

 

 

Halliburton has strengthened our balance sheet, reducing gross debt by $1.2 billion during 2022.

 

We delivered strong ROCE performance over the one-, three-, and five-year periods ending December 31, 2022, relative to the Oilfield Services Index (OSX), our two largest competitors, and our Performance Peer Group. The details are depicted in the chart below:

 

Return on Capital Employed (ROCE)

(in percentage)

 

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      46
 
Back to contents 

The Foundation of Our Executive Compensation Program

 

2022 Named Executive Officers

 

Name Age   Occupation
Jeffrey A. Miller 59   Chairman, President and Chief Executive Officer
Eric J. Carre(1) 57   Executive Vice President and Chief Financial Officer
Lance Loeffler(1) 46   Senior Vice President, Middle East North Africa Region
Lawrence J. Pope 55   Executive Vice President, Administration and Chief Human Resources Officer
Joe D. Rainey 66   President – Eastern Hemisphere
Mark J. Richard 61   President – Western Hemisphere
(1) Effective May 2, 2022, Halliburton’s Board of Directors appointed Mr. Carre to the role of Executive Vice President and Chief Financial Officer and Mr. Loeffler was appointed to the role of Senior Vice President, Middle East North Africa Region.

 

Our Executive Compensation Program Objectives

 

Our executive compensation program is designed to achieve the following objectives:

 

Provide a clear and direct relationship between executive pay and our performance on both a short-term and long-term basis;
Target market competitive pay levels with a comparator peer group;
Emphasize operating performance drivers;
Link executive pay to measures that drive shareholder returns;
Support our business strategies; and
Maximize the return on our human resource investment.

 

Good Compensation Governance Practices At-A-Glance

 

  What We Do     What We Don’t Do
Use mix of relative and absolute financial metrics        No repricing of underwater stock options
The majority of total direct compensation opportunity is performance-based, at-risk, and long-term   No excessive perquisites
Deliver rewards that are based on the achievement of long-term objectives and the creation of shareholder value   No guaranteed bonuses or uncapped incentives
Maintain a clawback policy in the event of a material financial restatement or fraud   No single trigger vesting upon a change of control (applicable to awards to NEOs for 2019 forward)
Maintain robust executive and Director stock ownership requirements   No excise tax gross-ups
Use an independent, external compensation consultant   No hedging or pledging of company securities by executives and Directors
Benchmark against a relevant group of peer companies   No buyout or exchange of underwater options
Rigorous oversight of incentive metrics, goals, and pay-for-performance relationship   No special or one-time stock grants for internal promotions
Hold an annual say-on-pay vote   No liberal share counting or recycling

 

 

  HALLIBURTON  |  2023 Proxy Statement      47
 
Back to contents 

Elements of our Executive Compensation Program for 2022

 

Halliburton’s executive compensation program for the 2022 plan year was composed of base salary, a short-term incentive, and long-term incentives as described below:

 

    Reward
Element
  Objective   Key Features   How Award Value
is Determined
  2022 Decisions
FIXED   Base
Salary
  Compensates executives based on their responsibilities, experience, and skillset.   Fixed element of compensation paid in cash.   Benchmarked against a group of comparably sized corporations and industry peers.   Base salary determinations varied by individual as noted on page 51.
AT
RISK
  Short-Term
(Annual)
Incentive
  To motivate and incentivize performance over a one-year period.   Award value and measures are reviewed annually. Targets are set at the beginning of the period.  

Performance measured against:

 

   60% NOPAT

   20% Asset Turns

   20% Non-Financial Strategic Metrics

 

 

Award values were targeted at the market median for 2022.

 

Added Non-Financial Strategic Metrics focused on sustainability and DE&I measured for full year 2022.

 

Repeated the split year performance goals for financial metrics consisting of two six-month performance periods established to address the challenge of setting full year financial goals in an uncertain market environment.

  Long-Term
Incentives
  To motivate and incentivize sustained performance over the long-term. Aligns interests of our NEOs with long-term shareholders.  

Value is delivered:

 

   70% performance units measured over three years (½ in stock; ½ in cash) with relative TSR modifier

   30% restricted stock

 

 

The 2022 performance units measured against ROCE performance relative to performance peers and includes a relative TSR modifier.

 

Restricted stock grants have time-based vesting and value is driven by our share price.

 

Award values were targeted at the market median for 2022.

 

Moved restricted stock grants from December to January to align LTI grant timing.

 

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      48
 
Back to contents 

Compensation Mix

 

As illustrated below, the majority of our CEO’s and NEOs’ total direct compensation opportunity is performance-based, at-risk, and long-term. The graphs depict the mix of total target direct compensation set for our CEO and NEOs for the 2022 plan year. As part of its process, the Compensation Committee makes decisions about target long-term incentive award opportunities for the following year during its regular December meeting.

 

2022 CEO Compensation Mix 2022 Other NEO Compensation Mix
   

 

Setting Executive Compensation

 

Role of the Compensation Committee

 

The Compensation Committee oversees the executive compensation program and has overall responsibility for making final decisions about total compensation for all of the NEOs, except for the CEO, which is set by the entire Board of Directors. As part of its annual process, the Compensation Committee works closely with senior management (as appropriate) and the Compensation Committee’s independent compensation consultant. This process ensures consistency from year to year and adherence to the responsibilities listed in the Committee’s Charter, which is available on our website.

 

The CEO does not provide recommendations concerning his own compensation, nor is he present when his compensation is discussed by the Compensation Committee. The Compensation Committee, with input from its independent compensation consultant, discusses the elements of his compensation in executive session and makes a recommendation to all the non-management Directors for discussion and final approval. At the Compensation Committee’s request, a member of management attends the executive session to answer questions.

 

The CEO, with input from the Compensation Committee’s independent compensation consultant, assists the Compensation Committee in setting compensation for the other NEOs.

 

Use of Independent Consultants and Advisors

 

The Compensation Committee engaged Pearl Meyer as its independent compensation consultant during 2022. Pearl Meyer does not provide any other services to us. The primary responsibilities of the independent compensation consultant are to:

 

Provide independent and objective market data;
Conduct compensation analysis;
Recommend potential changes to the Comparator Peer Group and Performance Peer Group;
Recommend plan design changes;
Advise on risks associated with compensation plans; and
Review and advise on pay programs and pay levels.

 

These services are provided as requested by the Compensation Committee throughout the year. Based on their review of our executive compensation program, Pearl Meyer concluded that our compensation plans do not appear to present any material risks to the Company or its shareholders in the design, metrics, interaction between, or administration of the incentive plans.

 

 

  HALLIBURTON  |  2023 Proxy Statement      49
 
Back to contents 

Comparator and Performance Peer Companies

 

The Compensation Committee uses various market data to examine and set target compensation opportunities for the NEOs, as well as determine actual award payouts, to ensure that it provides competitive compensation opportunities and approves actual compensation outcomes that are aligned with shareholder expectations. The following provides context for the different peer groups used to support the Compensation Committee’s process:

 

Comparator Peer Group — used to determine market levels of total compensation for the 2022 plan year.
Performance Peer Group — used to assess relative ROCE performance over a three-year performance period for determining Performance Unit Program (PUP) payouts.
Oilfield Services Index (OSX) — used to assess relative TSR performance and adds a long-term performance component to the PUP directly linked to stock price (modifier imposes an award penalty for bottom quartile performance and provides an incentive for top quartile performance).

 

2022 Comparator Peer Group

 

The Compensation Committee regularly assesses the market competitiveness of the Company’s executive compensation program based on data from a comparator peer group. The companies comprising the Comparator Peer Group are reviewed annually by the Committee and selected based on the following considerations:

 

Market capitalization;
Revenue and number of employees;
Global impact and reach; and
Industry affiliation.

 

Industry affiliation includes companies that are involved in the oil and natural gas and energy services industries. With data provided by the independent compensation consultant, the Compensation Committee reviews the Comparator Peer Group annually to ensure relevance. There are challenges developing a comparator peer group based solely on our industry affiliation as the majority of our direct peers are significantly smaller in size and scale of operations. Consequently, expansion beyond the direct industry is necessary to maintain a sufficient sample size of suitable comparison companies.

 

The 2022 Comparator Peer Group was composed of the following peer companies within the energy industry, as well as selected companies representing general industry. This peer group was utilized to determine market levels of total compensation for the 2022 plan year:

 

3M Company Hess Corporation
Apache Corporation Honeywell International Inc.
Baker Hughes Johnson Controls International plc
Caterpillar Inc. National Oilwell Varco, Inc.
ConocoPhillips Occidental Petroleum Corporation
Deere and Company SLB
Emerson Electric Co. Transocean Ltd.
Fluor Corporation Weatherford International plc

 

Because of variances in market capitalization and revenue size among the companies comprising our Comparator Peer Group, the market data is size adjusted by revenue as necessary so that it is comparable with our trailing 12 months revenue. These adjusted values are used to compare our executives’ compensation to those of the Comparator Peer Group.

 

Total compensation for each NEO is structured to target market competitive pay levels in base salary and short- and long-term incentive opportunities. We also place an emphasis on variable pay at risk, which enables this compensation structure to position actual pay above or below the 50th percentile of our Comparator Peer Group depending on performance.

 

A consistent pre-tax, present value methodology is used in assessing stock-based and other long-term incentive awards.

 

The independent compensation consultant gathers and performs an analysis of market data for each NEO, comparing each of their individual components of compensation and total compensation to that of the Comparator Peer Group. This competitive analysis consists of comparing the market data of each of the pay elements and total compensation at the 25th, 50th, and 75th percentiles of the Comparator Peer Group to current compensation for each NEO.

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      50
 
Back to contents 
2022 Performance Peer Group

 

For determining PUP award payouts, the Compensation Committee measures ROCE on a relative basis over three years to the results of a performance peer group it selects. The Performance Peer Group used for the PUP is reviewed annually by the Committee and is comprised of oilfield equipment and services companies and domestic and international exploration and production companies. This peer group is used for the PUP because these companies represent the timing, cyclicality, and volatility of the oil and natural gas industry and provide an appropriate industry group for measuring our relative performance.

 

For the 2022 cycle, the Compensation Committee set the performance measures on a 100% relative ROCE basis with relative performance to be measured as of the three-year period ending December 31, 2024.

 

The Performance Peer Group used for the 2022 PUP consists of the following companies:

 

Apache Corporation Nabors Industries Ltd.
Baker Hughes National Oilwell Varco, Inc.
Chesapeake Energy Corporation SLB
Devon Energy Corporation TechnipFMC
Hess Corporation Transocean Ltd.
Marathon Oil Corporation Weatherford International plc
Murphy Oil Corporation The Williams Companies, Inc.

 

OSX

 

In addition to relative ROCE, the PUP also uses a relative TSR modifier that compares three-year performance against the constituents of the OSX and can increase or decrease the incentive opportunity payout by 25%. The OSX is comprised of companies that are engaged in the same industry and impacted by the same external factors as we are. These are also the same companies with whom we compete for investors’ dollars.

 

2022 Executive Compensation Outcomes in Detail

 

Base Salary

 

The Compensation Committee generally targets base salaries at the median of the Comparator Peer Group. The Compensation Committee also considers the following factors when setting base salary:

 

Level of responsibility;
Experience in current role and equitable compensation relationships among internal peers;
Performance and leadership; and
External factors involving competitive positioning, general economic conditions, and marketplace compensation trends.

 

No specific formula is applied to determine the weight of each factor.

 

Salary reviews are conducted annually to evaluate each executive. Individual salaries are not necessarily adjusted each year.

 

The Compensation Committee reviewed the base salary of each of our NEOs, and upon review of the market data and other relevant factors, the Compensation Committee determined to maintain the base salaries of Messrs. Miller, Loeffler, and Rainey at their current levels for 2022. To align base salaries more closely with the market median of our Comparator Peer Group, Mr. Carre, Mr. Pope, and Mr. Richard received increases in annual base salary as follows: Mr. Carre 3.1% ($800,000 to $825,000), Mr. Pope 3.4% ($725,000 to $750,000), and Mr. Richard 4.9% ($810,000 to $850,000).

 

 

  HALLIBURTON  |  2023 Proxy Statement      51

 

 
Back to contents 

Short-Term (Annual) Incentive

 

The Annual Performance Pay Plan is designed to provide executives and other key members of management the opportunity to earn an annual cash bonus based on the annual performance of the Company. The Annual Performance Pay Plan places a significant percentage of each NEO’s annual cash compensation at risk and aligns the interests of executives and shareholders. It is administered in accordance with the terms of the Stock and Incentive Plan.

 

2022 Target Award Opportunities

 

Individual incentive award opportunities are established as a percentage of base salary at the beginning of the plan year based on market competitive targets. The maximum award a NEO can receive is limited to two times the target opportunity level. The level of achievement of annual performance determines the dollar amount of incentive compensation payable to participants following completion of the plan year. The Compensation Committee set incentive award opportunities under the plan for 2022 as follows:

 

NEO Threshold Target Maximum
Mr. Miller 48% 150% 300%
Mr. Carre 32% 100% 200%
Mr. Loeffler 32% 100% 200%
Mr. Pope 32% 100% 200%
Mr. Rainey 35% 110% 220%
Mr. Richard 35% 110% 220%

 

Threshold, Target, and Maximum opportunity dollar amounts can be found in the Grants of Plan-Based Awards in Fiscal 2022 table.

 

2022 Plan Structure At-A-Glance

 

During our extensive shareholder outreach efforts in 2021, we heard the importance of directly tying compensation to demonstrated progress on our strategic priorities through objective and measurable goals. As a result, the Board redesigned the structure of the Annual Performance Pay Plan to add accountability for making progress towards and then achieving specific Non-Financial Strategic Metrics, while continuing to maintain a strong focus on key financial performance metrics. Effective January 1, 2022, the Annual Performance Pay Plan is structured as follows:

 

  Financial Metrics Non-Financial Strategic Metrics
  80% 20%
Measures Net Operating Profit
After-Taxes (NOPAT)
Asset Turns GHG Emissions
Reduction Performance
DE&I Performance
Weights 60% 20% 10% 10%
Rationale/Shareholder Alignment Places emphasis on free cash flow and capital discipline Links directly to our key sustainable energy and DE&I strategic priorities
Performance Measurement Period Two, six-month performance periods: January 1, 2022, through June 30, 2022 (1st performance period), and July 1, 2022, through December 31, 2022 (2nd performance period) One 12-month performance period: January 1, 2022, through December 31, 2022

 

Given the market uncertainty and continuing business challenges driven by the COVID-19 pandemic, the Compensation Committee decided at the onset of 2021 that it would replace its traditional 12-month performance period for measuring financial performance metrics with two, six-month performance periods. At the onset of 2022, the macro environment had not yet stabilized; therefore, the Committee decided to continue with having two, six-month performance periods that would run from January 1, 2022, through June 30, 2022 (1st performance period), and July 1, 2022, through December 31, 2022 (2nd performance period). Given the economic uncertainty, this split plan-year approach provided the Committee the agility mid-year to ensure that the performance goals it then set for the 2nd performance period were appropriately rigorous. To account for what would have been an uncertain 12-month plan, the Committee focused on making sure that it set more challenging performance goals for the 2nd half of the year than for the 1st half of the year. Specifically, the threshold performance goals for the 2nd performance period the Committee set were higher than both the maximum performance goals and actual results for the 1st performance period. The practical reality of attempting to set aggregate 12-month performance goals during a pandemic and macro-economic volatility is that, in all likelihood, a 12-month performance period would have had lower goals. However, given the recent stabilization of the macro environment, the Committee has returned to a traditional 12-month approach for 2023.

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement     52
 
Back to contents 
2022 Financial Metrics

 

For 2022, as discussed above, financial performance under the Annual Performance Pay Plan was based on the achievement of pre-established performance metrics: Net Operating Profit After-Taxes (NOPAT) and Asset Turns. The Compensation Committee selected these metrics because they are key financial measures upon which we set our performance expectations for the year and place an increased emphasis on free cash flow and capital discipline, as preferred by our shareholders.

 

 

(1) Average Net Assets excludes cash and marketable investments, and current and non-current deferred income tax assets.
(2) Average Net Liabilities excludes current and long-term debt, which includes finance lease liabilities, and non-current deferred income tax liability.

 

Adjustments in the calculation of NOPAT and Asset Turns may, at times, be approved by the Compensation Committee and can include the treatment of unusual items that may have impacted our actual results.

 

At the beginning of each plan year, the Compensation Committee approves an incentive award schedule that equates levels of performance with cash reward opportunities. The performance goals range from “Threshold” to “Target” to “Maximum”. Threshold reflects the minimum performance level which must be achieved for an award to be earned and Maximum reflects the maximum awards that can be earned.

 

Traditionally, the performance goals are based on our annual operating plan, as reviewed and approved by our Board, and are set at levels to meet or exceed shareholder expectations of our performance, as well as expectations of our performance relative to our competitors. Given the cyclical nature of our business, our performance goals vary from year to year, which can similarly impact the difficulty of achieving the goals. The Compensation Committee may also consider other business performance factors that are important to our investors, including health, safety, environment, and service quality, in determining the final payout amounts under the Annual Performance Pay Plan.

 

As a result of Russia’s invasion of Ukraine, governments in the European Union, the United States, the United Kingdom, Switzerland, and other countries enacted new sanctions against Russia and Russian interests. In order to comply with these sanctions, we ceased pursuing future business in Russia and began to wind down our remaining operations in Russia in March of 2022. During the second quarter of 2022, we made the decision to sell our Russian operations and completed the sale in the third quarter of 2022. Given the impact of this decision on our business, the Compensation Committee set the financial performance goals for our NEOs based on Company-wide consolidated results, specifying these goals were to be set excluding Russia and Ukraine. For both performance periods, Threshold NOPAT was based on 90% of planned Operating Income, Target NOPAT on 100% of planned Operating Income, and Maximum NOPAT on 110% of planned Operating Income. Threshold Asset Turns was based on 98% of planned Revenues, Target Asset Turns on 100% of planned Revenues, and Maximum Asset Turns on 102% of planned Revenues. Net Invested Capital was based on 100% of our operating plan in all performance range scenarios.

 

 

  HALLIBURTON  |  2023 Proxy Statement      53
 
Back to contents 
2022 Non-Financial Strategic Metrics

 

In response to shareholder feedback, effective January 1, 2022, the metrics for the Annual Performance Pay Plan were modified to include Non-Financial Strategic Metrics focused on two categories: sustainability (specifically GHG emissions reduction performance) and DE&I. The Compensation Committee selected these categories and their respective metrics and goals at the beginning of the year to intentionally reflect the Company’s strategy and perspective: the sustainability of our business, the reduction in environmental impacts, and the enhancement of the economic and social well-being of our employees and the communities in which we live and work are critical to our success. As such, each goal is also aligned with and measured against key principles designed to guide the NEOs’ decisions and actions throughout the year.

 

The Non-Financial Strategic Metrics are binary and limited to a Target award. Award opportunities for each category are 2.5%, 5.0%, 7.5%, or 10% depending on the number of goals met and there is no opportunity for a threshold level payout. The specific metrics and goals in each category that were approved by the Board for 2022, as well as the actual achievement results, are outlined below:

 

Sustainability

 

2022 Metrics Key Principles 2022 Goal Achievement
Convert North America hydraulic fracturing fleet to lower emission footprint Because greater than 80% of our corporate scope 1 and 2 GHG emissions are directly tied to hydraulic fracturing, our fleet mix will drive future emissions reduction by converting fleet to electric and Tier 4 Duel Fuel (T4DF), and for emissions intensity we will be transparent about the impact of our fleet transition. Exit the year ≥ 30% fleet electric or T4DF 34%
Reduce North America hydraulic fracturing GHG emissions intensity Exit year at 2.5% improvement YoY 3.2%
Automate sustainability label creation in ESG365 software suite We will help our customers achieve their emissions goals, as well as operationalize sustainability into their businesses, by integrating emissions impacts into existing software ecosystems through EnvanaTM — our digital emissions management solution. Achieved/Not Achieved Achieved
Complete additional rounds of prospects for Halliburton Labs Through Halliburton Labs we invest our expertise, resources, and team which builds insights into the gaps in the developing energy value chains that will provide opportunities in the future. Hosting prospect rounds is a critical component to accessing the latest transformative ideas. A prospect round is the cumulation of 100s of presentation reviews, finalist “shark tank-style” pitch day presentations, and keynote speakers from across the energy mix transition ecosystem. This facilitates the advisory board selection of program participants. Three (3) or more rounds 3

 

DE&I

 

2022 Metrics Key Principles 2022 Goal Achievement
Gender Diversity:
Advance gender diversity balance in professional hires
We measure ourselves against the National Association of Colleges and Employers (NACE) Graduation Rate for the disciplines in which we recruit, including engineering, geosciences, and business. 20% or more of worldwide professional hires are qualified women 22%
Ethnic Diversity:
Advance ethnic diversity balance in the U.S.
As part of our multi-year commitment to this effort, we are engaged with several Historically Black Colleges and Universities (HBCUs) to support and develop the future workforce. We have committed $1M to Prairie View A&M (PVA&M), an HBCU in the Houston, Texas region, to work together to create opportunities and a pipeline of talent. Instead of a purely financial donation, and because of its proximity to our corporate campus, we have created a multi-pronged approach which includes annual scholarship and development programs, Halliburton mentors, and internships. Our goal is for a mutually-beneficial, lasting relationship that builds PVA&M and our workforce. Hire first cohort of Black interns from HBCU (PVA&M) 6 hires
Workforce Localization:
Ensure appropriate global diversity mix through workforce localization
A workforce that is representative of the communities we work in is important to us. We hire and develop local workforce talent, while providing opportunities for exposure to other parts of the world. Greater than 90% of worldwide headcount localized 92%
Education:
Educate management and Board of Directors through DE&I training
Our leadership is expected to model critical behaviors essential to supporting and executing on our DE&I commitments. 90% of management and Board of Directors completed required DE&I training 98%

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement     54
 
Back to contents 
2022 Performance Results

 

The performance goals and results are noted in the table below:

 

         Performance Period 1  Performance Period 2
Category  Weight  Performance Measures  Threshold  Target   Maximum  Actual  Threshold  Target   Maximum  Actual
Financial  60.0%  Net Operating Profit After Tax  $769M  $856M  $944M  $952M  $1.139B  $1.267B  $1.394B  $1.401B
  20.0%  Asset Turns  0.793  0.809  0.826  0.881  0.921  0.940  0.959  0.981
Non-Financial Strategic  10.0%  Sustainability                       Achieved
  10.0%  Diversity, Equity, and Inclusion                       Achieved

 

Because actual 2022 Asset Turns and NOPAT results for both of the 1st and 2nd performance periods exceeded the maximum performance goals and all goals were achieved with respect to our Non-Financial Strategic Metrics, our NEOs received an overall payout of 200% of target for the Annual Performance Pay Plan. As evidence of the Compensation Committee’s commitment to setting robust targets, over the past ten years, the Annual Performance Pay Plan achieved Maximum performance levels five times, Target performance levels two times, and fell short of the Threshold performance level three times resulting in no payout.

 

Long-Term Incentives

 

The Stock and Incentive Plan is designed to reward consistent achievement of value creation and operating performance goals, align management with shareholder interests, and encourage long-term perspective and commitment. Long-term incentives represent the largest component of total executive compensation opportunity.

 

Using a mix of incentive vehicles allows us to provide a diversified yet balanced long-term incentive program that effectively addresses volatility in our industry and in the stock market, in addition to maintaining an incentive to meet performance goals. For the 2022 plan year, the Compensation Committee used the following combination of equity vehicles for long-term incentive grants:

 

Vehicle Weighting Purpose
Performance Units(1) 70% of Award Rewards achievement of specific financial goals measured over a three-year performance period
Restricted Stock(2) 30% of Award Supports leadership retention/stability objectives; five-year vesting period
(1) Performance units vest upon achievement of specific financial goals measured over a three-year performance period and are denominated in 50% cash and 50% stock. Dividend equivalents are measured, and vest based on the same performance conditions as the units denominated in stock. Accrued dividend equivalents that vest are paid out in cash.
(2) Restricted stock grants are generally subject to a graded vesting schedule of 20% per year over five years. However, different vesting schedules may be utilized at the discretion of the Compensation Committee. Shares of restricted stock receive dividend or dividend equivalent payments.

 

Individual Incentive Opportunities

 

In determining the size of long-term incentive awards, the Compensation Committee first considers market data for comparable positions and then may adjust the awards upwards or downwards based on the Compensation Committee’s review of internal equity. This can result in positions of similar scope receiving awards of varying size. Awards are targeted to the market median.

 

As part of its process, the Compensation Committee reviews and makes decisions about target long-term incentive award opportunities for the following year during its regular December meeting. Stock grants are then determined by dividing the grant value by the average of the closing price of our common stock on the NYSE on each business day during the month of December. The Compensation Committee reviews the final stock grant calculations again in January and determines final approval. For the 2022 plan year, the Compensation Committee approved restricted stock and performance shares grants in January 2022.

 

Individual incentive opportunities are established based on market references and the NEO’s role within the organization. In the Grants of Plan-Based Awards in Fiscal 2022 table, the Threshold, Target, and Maximum columns under the heading Estimated Future Payouts Under Non-Equity Incentive Plan Awards indicate the potential cash payout for each NEO under the Performance Unit Program (PUP) for the 2022 cycle and the Threshold, Target, and Maximum columns under the heading Estimated Future Payouts Under Equity Incentive Plan Awards indicate the Target potential shares that can be earned by each NEO under the PUP for the 2022 cycle. The potential payouts are performance driven and completely at risk. Actual payouts and shares vesting, if any, will not be determined until the three-year cycle closes on December 31, 2024.

 

 

  HALLIBURTON  |  2023 Proxy Statement      55
 
Back to contents 
A Closer Look at the Performance Unit Program

 

The PUP provides NEOs and other selected executives with incentive opportunities based on our consolidated ROCE during a three-year performance period. This program reinforces our objectives for sustained long-term performance and value creation. It also reinforces strategic planning processes and balances short- and long-term decision making.

 

The program measures ROCE on a relative basis to the results of a performance peer group over three years. The Performance Peer Group used for the PUP is comprised of oilfield equipment and services companies and domestic and international exploration and production companies. This peer group is used for the PUP because these companies represent the timing, cyclicality, and volatility of the oil and natural gas industry and provide an appropriate industry group for measuring our relative performance. The 2022 Performance Peer Group is listed on page 51 of this CD&A.

 

The three-year performance period aligns this measurement with our and our Performance Peer Group’s business cycles. ROCE indicates the efficiency and profitability of our capital investments and is determined based on the ratio of earnings divided by average capital employed. The calculation is as follows:

 

 

Why ROCE?
Highly correlated to stock price performance over the long-term, applying drivers that management can directly influence.        Overwhelmingly supported by our shareholders.
Aligned with our strategy of delivering industry-leading returns across the business cycle.   Eliminates the subjectivity inherent in setting long-term absolute targets in a cyclical industry.
Reinforces the Company’s objective for sustained long-term performance and value creation.   Provides our management team with clear line of sight to long-term financial results.

 

Consistent with our executive compensation objectives and strategy to deliver leading returns in our industry, over the past ten years we delivered superior ROCE performance relative to the Oilfield Services Index (OSX), our two largest competitors, and our Performance Peer Group. We believe that this long-term focus on generating superior returns within our industry also correlates with our industry TSR outperformance over the same period of time.

 

2020-2022 Cycles of PUP

 

Performance Matrix

 

At the end of the three-year award cycle, the average ROCE of Halliburton and the Performance Peer Group will be calculated, and performance percentiles will be determined. If Halliburton’s relative performance ranking is between the 25th and 75th percentiles, the payout will be interpolated accordingly. If Halliburton’s relative performance ranking is below the 25th percentile, there will not be a payout.

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      56
 
Back to contents 

The PUP also uses a relative TSR modifier that compares three-year performance against the constituents of the OSX and can increase or decrease the incentive opportunity payout by 25%. For purposes of calculating TSR used in the modifier, a one month averaging period is used beginning with the month preceding the performance period and ending with the last month of the performance period. The modifier imposes an award penalty for bottom quartile performance and an incentive for top quartile performance. The performance matrix for the 2020-2022 cycles of the PUP are as follows:

 

                Relative TSR Modifier    
            Lower Quartile
Performance
≤25th percentile
  2nd/3rd Quartile
Performance
>25th percentile & <75th
percentile
  Upper Quartile
Performance
≥75th percentile
        Unadjusted
Incentive
Opportunity(1)
      MULTIPLIER(2)    
          75%   100%   125%
HAL ROCE
Ranking vs.
Performance
Peer Group
  Below Threshold
<25th percentile
  0%   0%
(0% x 75%)
  0%
(0% x 100%)
  0%
(0% x 125%)
  Threshold
25th percentile
  25%   18.75%
(25% x 75%)
  25%
(25% x 100%)
  31.25%
(25% x 125%)
    Plan
50th percentile
  100%   75%
(100% x 75%)
  100%
(100% x 100%)
  125%
(100% x 125%)
    Challenge
≥75th percentile
  200%   150%
(200% x 75%)
  200%
(200% x 100%)
  250%
(200% x 125%)
(1) If Halliburton’s relative ROCE performance ranking is between the 25th and 75th percentiles, the payout will be interpolated accordingly.
(2) If TSR is in the upper quartile but negative, the TSR Modifier will not apply.

 

Any awards earned at the end of the cycle will be issued 50% in stock and 50% in cash.

 

2020 Cycle PUP Results

 

The incentive opportunity set for our NEOs for the 2020 cycle of the PUP was based on Halliburton’s ROCE performance relative to that of our Performance Peer Group for the 3-year period ending December 31, 2022. For this cycle, we achieved ROCE of 4.02% which was above the 50th percentile and below the 75th percentile of our Performance Peer Group’s ROCE of -2.29% and 4.68%, respectively, yielding an award paid at 190.53% of the target opportunity level. For the three-year period ending December 31, 2022, we achieved TSR of 63.98% which was in the Upper Quartile relative to the Oil Service Index (OSX) and yielded a 25% modification to the opportunity payout. For purposes of calculating TSR, Halliburton Company is excluded from the peer group, dividends are reinvested on the ex-dividend date, and a one month averaging period is used beginning with the calendar month preceding the beginning of the performance period and ending with the last calendar month of the performance period. The 2020 PUP Cycle is the first cycle that will be paid 50% in cash and 50% in stock. Dividend equivalents are measured, and vest based on the same performance conditions as the units denominated in stock. Dividend equivalents are paid in cash.

 

The NEOs received cash payments as set forth in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. The equity payment is reported in the 2022 Option Exercises and Stock Vested Table.

 

Other Executive Benefits and Policies

 

Stock Ownership Requirements

 

We have stock ownership requirements for our executive officers, which include all NEOs, to further align their interests with our shareholders.

 

Our CEO is required to own Halliburton common stock in an amount equal to or in excess of six times his annual base salary. Executive officers that report directly to the CEO are required to own an amount of Halliburton common stock equal to or in excess of three times their annual base salary, and all other executive officers are required to own an amount of Halliburton common stock equal to or in excess of two times their annual base salary. The Compensation Committee reviews their holdings, which include restricted shares and all other Halliburton common stock owned by the officer, at each December meeting. Each executive officer has five years to meet the requirements, measured from the date the officer becomes subject to the ownership level for the applicable office.

 

 

  HALLIBURTON  |  2023 Proxy Statement      57
 
Back to contents 

After the five-year stock ownership period described above, executive officers who have not met their minimum ownership requirement must retain 100% of the net shares acquired upon restricted stock vesting until they achieve their required ownership level. Also, any stock option exercise must be an exercise and hold.

 

As of December 31, 2022, all NEOs met the requirements.

 

Clawback Policy

 

We have a clawback policy under which we will seek to recoup incentive compensation in all appropriate cases paid to, awarded, or credited for the benefit of any of our executive officers, which includes all NEOs, if and to the extent that:

 

The amount of incentive compensation was calculated based on the achievement of financial results that were subsequently reduced due to a restatement of our financial results;
The officer engaged in fraudulent conduct that caused the need for the restatement; and
The amount of incentive compensation that would have been paid to, awarded to, or credited for the benefit of the officer, had our financial results been properly reported, would have been lower than the amount actually paid, awarded, or credited.

 

The policy also provides that we will seek to recoup incentive compensation in all appropriate cases paid to, awarded to, or credited for the benefit of any of our executive officers, which includes all NEOs, and certain other senior officers, if and to the extent that:

 

It is determined that, in connection with the performance of that officer’s duties, he or she breached his or her fiduciary duty by knowingly or recklessly engaging in a material violation of a U.S. federal or state law, or failed to supervise an employee who substantially participated in such a violation; or
The officer is named as a defendant in a law enforcement proceeding for having breached his or her fiduciary duty by knowingly or recklessly engaging in a material violation of a U.S. federal or state law, the officer disagrees with the allegations relating to the proceeding, and either (i) we initiate a review and determine that the alleged action is not indemnifiable or (ii) the officer does not prevail at trial, enters into a plea arrangement, agrees to the entry of a final administrative or judicial order imposing sanctions, or otherwise admits to the violation in a legal proceeding.

 

The disinterested members of the Board and the disinterested members of the Compensation Committee and the Nominating and Corporate Governance Committee may be involved in reviewing, considering, and making determinations regarding the officer’s alleged conduct, whether recoupment is appropriate or required, and the type and amount of incentive compensation to be recouped from the officer.

 

The policy also provides that, to the extent permitted by applicable law and not previously disclosed in a filing with the SEC, we will disclose in our proxy statement the circumstances of any recoupment arising under the policy or that there has not been any recoupment pursuant to the policy for the prior calendar year. There was no recoupment under the policy in 2022.

 

Hedging and Pledging Policy

 

We have a policy under which our Directors and executive officers, which includes all NEOs, and certain senior officers are prohibited from:

 

hedging activities related to Halliburton securities; and
the pledging of Halliburton securities.

 

The policy defines hedging activities as the use of any financial instrument designed to hedge or offset a change in the market value of any Halliburton security and defines pledging as the use of a Halliburton security or any related derivative security as collateral for any form of indebtedness.

 

Additionally, the policy:

 

discourages all employees and Directors from speculative activities in Halliburton securities and related derivative securities, such as puts or call options;
applies to all Halliburton securities, including restricted stock, restricted stock units, options, and debt securities, which are issued by any Halliburton entity, and any other security directly or indirectly exercisable for or convertible or exchangeable into any Halliburton security; and
applies regardless of whether or not the securities were acquired from our equity compensation plans.

 

Retirement and Savings Plan

 

All NEOs may participate in the Halliburton Retirement and Savings Plan, which is the defined contribution benefit plan available to all eligible U.S. employees. The matching contribution amounts we contributed on behalf of each NEO are included in the Supplemental Table: All Other Compensation.

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      58
 
Back to contents 

Supplemental Executive Retirement Plan

 

The objective of the Supplemental Executive Retirement Plan, or SERP, is to provide a competitive level of pay replacement upon retirement. The current pay replacement target is 75% of base salary at age 65 with 25 years of service, using the highest annual salary during the last three years of employment.

 

The material factors and guidelines considered in making an allocation include: (i) retirement benefits provided, both qualified and nonqualified; (ii) current compensation; (iii) length of service; and (iv) years of service to normal retirement.

 

The calculation takes into account the following variables: (i) base salary; (ii) years of service; (iii) age; (iv) employer portion of qualified plan savings; (v) age 65 value of any defined benefit plan; and (vi) existing nonqualified plan balances and any other retirement plans.

 

Several assumptions are made annually and include a base salary increase percentage, qualified and nonqualified plan contributions and investment earnings, and an annuity rate. These factors are reviewed and approved annually by the Compensation Committee in advance of calculating any awards.

 

To determine the annual benefit, external actuaries calculate the total lump sum retirement benefit needed at age 65 from all company retirement sources to produce an annual retirement benefit of 75% of the highest annual salary during the last three years of employment. Company retirement sources include any Company contributions to qualified benefit plans and contributions to nonqualified benefit plans. If the combination of these two sources does not yield a total retirement balance that will meet the 75% objective, then contributions may be made annually through the SERP to bring the total benefit up to the targeted level.

 

To illustrate, assume $10 million is needed at age 65 to produce an annual retirement benefit equal to 75% of base salary. The participant is projected to have $3 million in qualified benefit plans resulting from Company contributions at retirement and $4 million in nonqualified retirement plans resulting from Company contributions at retirement. Since the total of these two sources is $7 million, a shortfall of $3 million results. This is the amount needed to achieve the 75% pay replacement objective. This shortfall may be offset through annual contributions to the SERP.

 

Participation in the SERP is limited to the direct reports of the CEO and other selected executives as recommended by the CEO and approved at the discretion of the Compensation Committee. However, participation one year does not guarantee future participation. In 2022, the Compensation Committee authorized retirement allocations under the SERP to all NEOs except Messrs. Pope and Rainey. Amounts allocated to Messrs. Miller, Carre, Loeffler, and Richard are listed in the Supplemental Table: All Other Compensation and the 2022 Nonqualified Deferred Compensation table.

 

All of the NEOs, except Mr. Loeffler, are fully vested in their respective account balances. Balances for active and terminated participants earn interest at an annual rate of 5% and 10%, respectively.

 

Elective Deferral Plan

 

All NEOs may participate in the Halliburton Elective Deferral Plan, which was established to provide highly compensated employees with an opportunity to defer earned base salary and incentive compensation to help meet retirement and other future income needs.

 

Participants may elect to defer up to 75% of their annual base salary and up to 75% of their incentive compensation into the plan. Deferral elections must be made on an annual basis, including the type and timing of distribution. Plan earnings are based on the NEO’s choice of up to 12 investment options with varying degrees of risk, including the risk of loss. Investment options may be changed by the NEO daily.

 

In 2022, none of our NEOs participated in this plan. Messrs. Rainey and Richard have account balances from participation in the plan in prior years. Messrs. Miller, Carre, Loeffler, and Pope are not participants in the plan. Further details can be found in the 2022 Nonqualified Deferred Compensation table.

 

Benefit Restoration Plan

 

The Halliburton Company Benefit Restoration Plan provides a vehicle to restore qualified plan benefits that are reduced as a result of limitations on contributions imposed under the Internal Revenue Code (IRC) or due to participation in other plans we sponsor and to defer compensation that would otherwise be treated as excessive remuneration within the meaning of IRC Section 162(m). Awards are made annually to those who meet these criteria and earn interest at an annual rate as defined by the plan document. Awards and corresponding interest balances are 100% vested and distributed upon separation.

 

In accordance with the plan document, participants earn monthly interest at the 120% AFR rate, provided the interest rate shall be no less than 6% per annum or greater than 10% per annum. Because the 120% AFR rate was below the 6% minimum interest threshold, plan participants earned interest at an annual rate of 6% in 2022.

 

In 2022, all NEOs received awards under this plan in the amounts included in the Supplemental Table: All Other Compensation and the 2022 Nonqualified Deferred Compensation table.

 

 

  HALLIBURTON  |  2023 Proxy Statement      59
 
Back to contents 

Perquisites

 

We do not pay for tax gross ups for personal use of corporate aircraft, executive physical examinations, financial planning, or country club dues. We do not provide cars to our NEOs. However, a car and part-time driver is available for Mr. Miller’s limited use as needed for security purposes and so that he can work while in transit to meet customers or attend business-related functions.

 

We provided security at the personal residences of Messrs. Miller and Pope during 2022.

 

As a result of the recommendations provided by an independent, third-party security consultant, the Board has determined that Mr. Miller must use company aircraft for all travel. The security study also recommends that his spouse and children use company-provided aircraft.

 

Messrs. Loeffler and Rainey are expatriates under our long-term expatriate business practice. A differential is commonly paid to expatriates in assignment locations where the cost of goods and services is greater than the cost for the same goods and services in the expatriate’s home country. Differentials are determined by AIRINC, a third-party consultant. Messrs. Loeffler and Rainey receive certain assignment allowances, including a goods and services differential and host country transportation, housing, and utilities. They also participate in our tax equalization program, which neutralizes the tax effect of the international assignment and approximates the tax obligation the expatriate would pay in his home country. Messrs. Loeffler and Rainey have expatriate benefit packages that are commensurate with benefits offered to all other Halliburton expatriates.

 

Specific amounts for the only available perquisites are detailed for each NEO in the Supplemental Table: All Other Compensation.

 

Elements of Post-Termination Compensation and Benefits

 

Termination events that trigger payments and benefits include normal or early retirement, cause, death, disability, and voluntary termination. Post-termination or change-in-control payments may include severance, accelerated vesting of restricted stock and stock options, payments under cash-based short- and long-term incentive plans, share vesting under the long-term incentive plan, payout of nonqualified account balances, and health benefits, among others. The impact of various events on each element of compensation for the NEOs is detailed in the Post-Termination or Change-In-Control Payment table.

 

Impact of Regulatory Requirements on Compensation

 

IRC Section 162(m) generally disallows a tax deduction to public companies for compensation paid to the CEO, CFO, or any of the three other most highly compensated officers (“covered employees”) to the extent the compensation exceeds $1 million in any year. Effective for tax years beginning after December 31, 2017, Section 162(m) has been revised to eliminate the performance-based compensation exception and expand the provision to include an individual who is a covered employee for 2017 or any later tax year will continue to be a covered employee for all subsequent taxable years, including years after the death of the individual.

 

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

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      60

 
Back to contents 

Executive Compensation Tables

 

Summary Compensation Table

 

The following tables set forth information regarding our CEO, CFO, former CFO, and our three other most highly compensated executive officers for the fiscal year ended December 31, 2022.

 

Name and
Principal Position
  Year   Salary
($)
  Bonus
($)
  Stock
Awards
($)
  Option
Awards
($)
  Non-Equity
Incentive Plan
Compensation
($)
  Change In
Pension Value
and NQDC
Earnings
($)
  All Other
Compensation
($)
  Total
($)
Jeffrey A. Miller
Chairman, President and Chief Executive Officer
  2022   1,500,000   0   7,239,220   0   14,009,829   6,251   647,017   23,402,317
  2021   1,500,000   0   6,300,070   0   14,131,664   242,327   1,417,921   23,591,982
  2020   1,300,000   0   9,687,697   0   9,456,914   252,566   1,622,208   22,319,385
Eric J. Carre(1)
Executive Vice President and Chief Financial Officer
  2022   825,000   0   2,046,769   0   3,896,349   2,844   329,499   7,100,461
  2021   800,000   0   1,710,830   0   4,417,392   90,828   608,429   7,627,479
  2020   746,667   0   2,455,778   0   2,534,094   89,513   697,483   6,523,535
Lance Loeffler(1)
Senior Vice President, Middle East North Africa Region
  2022   760,000   0   2,046,769   0   3,880,548   852   862,469   7,550,638
  2021   760,000   0   1,765,560   0   4,398,952   28,146   480,841   7,433,499
  2020   709,333   0   2,554,478   0   0   19,725   504,508   3,788,044
Lawrence J. Pope   2022   750,000   0   2,046,769   0   3,860,548   4,581   123,494   6,785,392
Executive Vice President, Administration and Chief Human Resources Officer                                    
Joe D. Rainey
President – Eastern Hemisphere
  2022   910,000   0   2,555,241   0   5,002,848   5,303   1,298,957   9,772,349
  2021   910,000   0   2,258,133   0   5,760,776   541,642   2,200,075   11,670,626
  2020   849,333   0   3,256,812   0   3,378,792   490,397   4,868,394   12,843,728
Mark J. Richard
President – Western Hemisphere
  2022   850,000   0   2,555,241   0   4,870,848   1,972   714,490   8,992,551
  2021   810,000   0   2,217,592   0   5,540,776   205,693   1,321,497   10,095,558
  2020   756,000   0   3,226,875   0   2,000,000   123,041   1,337,580   7,443,496

 

(1) Effective May 2, 2022, Halliburton’s Board of Directors appointed Mr. Carre to the role of Executive Vice President and Chief Financial Officer and Mr. Loeffler, previously our Chief Financial Officer, was appointed to the role of Senior Vice President, Middle East North Africa Region.

 

Salary. The amounts in the Salary column reflect the salary earned by each NEO.

 

Stock Awards. The amounts in the Stock Awards column reflect the aggregate grant date fair value of the restricted stock and performance shares awarded in 2022. Each amount reflects an accounting expense and does not correspond to actual value that may be realized by a NEO in the future. Except where there is a distinction to make between the two types of awards, this proxy statement refers to both restricted stock and restricted stock units as “restricted stock”. We calculate the fair value of restricted stock awards by multiplying the number of restricted shares or restricted stock units granted by the closing stock price on the grant date. For the performance shares, a Monte Carlo simulation that uses a probabilistic approach was performed by an actuary to determine grant date fair value. The NEOs may never realize any value from these performance shares and, to the extent that they do, the amounts realized may have no correlation to the amounts reported above.

 

Non-Equity Incentive Plan Compensation. The Non-Equity Incentive Plan Compensation column reflects amounts earned in 2022 for the 2022 Halliburton Annual Performance Pay Plan and the award amount payable in cash for the 2020 cycle Performance Unit Program.

 

The 2022 Halliburton Annual Performance Pay Plan amounts paid to each NEO are: $4,500,000 for Mr. Miller; $1,650,000 for Mr. Carre; $1,520,000 for Mr. Loeffler; $1,500,000 for Mr. Pope; $2,002,000 for Mr. Rainey; and $1,870,000 for Mr. Richard.

 

The 2020 cycle Performance Unit Program amounts paid to each NEO are: $9,509,829 for Mr. Miller; $2,246,349 for Mr. Carre; $2,360,548 for Mr. Loeffler; $2,360,548 for Mr. Pope; $3,000,848

 

 

  HALLIBURTON  |  2023 Proxy Statement      61
 
Back to contents 

for Mr. Rainey; and $3,000,848 for Mr. Richard. The amounts paid to the NEOs for the 2020 cycle Performance Unit Program differ from what is shown in the Grants of Plan-Based Awards in Fiscal Year 2022 table under Estimated Future Payments Under Non-Equity Incentive Plan Awards. That table indicates the potential award amounts payable in cash under the 2022 cycle Performance Unit Program, which will close on December 31, 2024.

 

Change in Pension Value and NQDC Earnings. The amounts in the Change in Pension Value and NQDC Earnings column are attributable to the above-market earnings for various nonqualified plans. The methodology for determining what constitutes above-market earnings is the difference between the interest rate as stated in the applicable nonqualified plan document and the Internal Revenue Service Long-Term 120% AFR rate as of December 31, 2022. The 120% AFR rate used for determining above-market earnings in 2022 was 5.22%.

 

Supplemental Executive Retirement Plan Above-Market Earnings. The current interest rate for active participant accounts in the Supplemental Executive Retirement Plan is 5% as defined by the plan document. Because the 120% AFR rate of 5.22% is above the interest rate earned by participants, there were no above-market earnings for the Supplemental Executive Retirement Plan for 2022.

 

Benefit Restoration Plan Above-Market Earnings. In accordance with the plan document, participants earn monthly interest at the 120% AFR rate, provided the interest rate shall be no less than 6% per annum or greater than 10% per annum. Because the 120% AFR rate was below the 6% minimum interest threshold, the above-market earnings associated with this plan were 0.78% (6% (plan interest) minus 5.22%) for 2022.

 

NEOs earned above-market earnings for their balances associated with the plan as follows: $6,251 for Mr. Miller; $2,844 for Mr. Carre; $852 for Mr. Loeffler; $4,581 for Mr. Pope; $5,303 for Mr. Rainey; and $1,972 for Mr. Richard.

 

Elective Deferral Plan Above-Market Earnings. The NEO earnings for the balances associated with the Elective Deferral Plan were negative for the year. Accordingly, there were no above-market earnings associated with this plan for 2022.

 

The amounts shown in this column differ from the amounts shown for the Supplemental Executive Retirement Plan, the Benefit Restoration Plan, and the Elective Deferral Plan in the 2022 Nonqualified Deferred Compensation table under the Aggregate Earnings in Last Fiscal Year column because that table includes all earnings and losses, and the Summary Compensation Table shows above-market earnings only.

 

All Other Compensation. Detailed information for amounts included in the All Other Compensation column can be found in the Supplemental Table: All Other Compensation.

 

Supplemental Table: All Other Compensation

 

The following table details the components of the All Other Compensation column of the Summary Compensation Table for 2022.

 

Name    Halliburton
Foundation
($)
   Halliburton
Giving
Choices
($)
   HALPAC
($)
   Restricted
Stock
Dividends
($)
   HRSP
Employer
Match
($)
   HRSP
Basic
($)
   Benefit
Restoration
Plan
($)
   SERP
($)
   Expatriate
($)
   All
Other
($)
   Total
($)
Jeffrey A. Miller   112,500   1,000   5,000   262,175   13,500   6,100   83,650   109,000   0   54,092   647,017
Eric J. Carre   0   0   0   60,914   15,085   6,100   36,400   211,000   0   0   329,499
Lance Loeffler   45,000   300   5,000   61,625   12,333   6,100   31,850   213,000   487,261   0   862,469
Lawrence J. Pope   0   720   0   68,684   15,250   6,100   31,150   0   0   1,590   123,494
Joe D. Rainey   0   0   5,000   0   13,500   6,100   42,350   0   1,232,007   0   1,298,957
Mark J. Richard   45,000   480   5,000   76,510   15,250   6,100   38,150   528,000   0   0   714,490

 

Halliburton Foundation. The Halliburton Foundation allows NEOs and other employees to donate to approved universities, medical hospitals, and primary schools of their choice. In 2022, the Halliburton Foundation matched donations up to $20,000 on a 2.25 for 1 basis. Mr. Miller participated in the Halliburton Foundation’s matching program for Directors, which allowed his 2022 contributions up to $50,000 to qualified organizations to be matched on a 2.25 for 1 basis.

 

Halliburton Giving Choices. The Halliburton Giving Choices Program allows NEOs and other employees to donate to approved not-for-profit charities of their choice. We match donations by contributing ten cents for every dollar contributed by employees. The amounts shown represent the match amounts the program donated to charities on behalf of the NEOs in 2022.

 

Halliburton Political Action Committee. The Halliburton Political Action Committee, or HALPAC, allows NEOs and other eligible employees to donate to political candidates and participate in the political process. We match the NEOs’ and other employees’ donations to HALPAC dollar-for-dollar to a 501(c)(3) status nonprofit organization of the contributor’s choice. The amounts shown represent the match amounts donated to charities on behalf of the NEOs in 2022.

 

Restricted Stock Dividends. This is the amount of dividends paid on restricted stock held by NEOs in 2022. Restricted stock units granted to employees do not receive dividend payments.

 

www.halliburton.com  

 

  HALLIBURTON  |  2023 Proxy Statement      62
 
Back to contents 

Retirement and Savings Plan Employer Match. This is the contribution we made on behalf of each NEO to the Halliburton Retirement and Savings Plan, our defined contribution plan. We match employee contributions up to 5% of each employee’s eligible base salary up to the 401(a)(17) compensation limit of $305,000 in 2022.

 

Retirement and Savings Plan Basic Contribution. This is the contribution we made on behalf of each NEO to the Retirement and Savings Plan. If actively employed on December 31, 2022, or if they meet retirement eligibility requirements of the plan as of their separation date, each employee receives a contribution equal to 2% of their eligible base pay up to the 401(a)(17) compensation limit of $305,000 in 2022.

 

Benefit Restoration Plan. This is the award earned under the Benefit Restoration Plan in 2022 as discussed in the Benefit Restoration Plan section of Compensation Discussion and Analysis. Associated interest, awards, and beginning and ending balances for the Benefit Restoration Plan are included in the 2022 Nonqualified Deferred Compensation table.

 

Supplemental Executive Retirement Plan. This is the award approved under the Supplemental Executive Retirement Plan in 2022 as discussed in the Supplemental Executive Retirement Plan section of Compensation Discussion and Analysis. Associated interest, awards, and beginning and ending balances for the Supplemental Executive Retirement Plan are included in the 2022 Nonqualified Deferred Compensation table.

 

Expatriate Assignment. In 2022, Mr. Loeffler received compensation associated with his expatriate assignment similar in type to that received by other expatriates on comparable assignments. Mr. Loeffler received $33,868 for cost of living adjustment; $38,000 for mobility premium; $52,960 for tax equalization; $179,076 for imputed housing allowance; $68,693 for dependent education; $110,307 for imputed relocation; and $4,357 for auto imputed allowance.

 

In 2022, Mr. Rainey received compensation associated with his expatriate assignment similar in type to that received by other expatriates on comparable assignments. Mr. Rainey received $67,773 for cost of living adjustment; $91,000 for mobility premium; $938,861 for tax equalization; $101,997 for imputed housing allowance; $19,305 for tax preparation; and $13,071 for auto imputed allowance.

 

All Other.

 

Aircraft Usage. As a result of the recommendations provided by an independent, third-party security consultant, the Board has determined that Mr. Miller must use company aircraft for all travel. The security study also recommends that his spouse and children use company-provided aircraft. For 2022, the incremental cost to us for this personal use of our aircraft was $44,387 for Mr. Miller. For total compensation purposes in 2022, we valued the incremental cost of the personal use of aircraft using a method that takes into account: landing, parking, hanger, flight planning services, and dead-head costs; crew travel expenses; supplies and catering; aircraft fuel and oil expenses per hour of flight; any customs, foreign permit, and similar fees; and passenger ground transportation. NEOs are not reimbursed for the tax impact of any imputed income resulting from aircraft usage.
Home Security. We provide security for residences based on risk assessments. In 2022, home security costs were $1,559 for Mr. Miller and $1,590 for Mr. Pope.
Car/Driver. A car and part-time driver is available for Mr. Miller’s limited use as needed for security purposes and so that he can work while in transit to meet customers or attend business-related functions. In 2022, the cost to us for personal use was $8,146.

 

 

  HALLIBURTON  |  2023 Proxy Statement      63
 
Back to contents 

Grants of Plan-Based Awards in Fiscal 2022

 

The following table represents amounts associated with the 2022 cycle Performance Unit Program and the 2022 Annual Performance Pay Plan.

 

     
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
   
Estimated Future Payouts Under
Equity Incentive Plan Awards
    All Other
Stock Awards:
Number of
Shares of
Stock or Units
(#)
   Grant Date
Fair Value
of Stock and
Options
Awards
($)(4)
Name  Grant Date  Threshold
($)
   Target
($)
   Maximum
($)
    Threshold
(#)
   Target
(#)
   Maximum
(#)
      
Jeffrey A. Miller      880,775    3,523,100    7,046,200(1)                          
              720,000        2,250,000        4,500,000(2)                                              
  1/3/2022                   38,818    155,271    310,542(3)         4,046,415
  1/3/2022                  &#