UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)

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SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)

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Notice of 2023 Annual General Meeting of Shareholders

	Items of Business
	1.	Election of 11 director nominees.
	2.	Advisory vote on the frequency of future advisory votes on executive compensation.
	3.	Advisory “say-on-pay” approval of our executive compensation.
	4.	Approval of certain annual financial statements for the year ended December 31, 2022.
	5.	Ratification of the appointment of our independent auditor, PricewaterhouseCoopers LLP.
	Such other matters as may properly be brought before the meeting.
	By order of the Board of Directors,
	Dianne B. Ralston
	Chief Legal Officer and Secretary
	February 23, 2023

Wednesday, April 5, 2023

10:00 a.m. Curaçao time

 

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

 

Record Date

February 8, 2023

 

How to Cast Your Vote

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

 

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

 

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

Proxy Voting

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

Important Information About Meeting Attendance

Depending on the level of COVID-19 protocols in effect at the time, your ability to attend the 2023 Annual General Meeting of Shareholders (the 2023 AGM) in person may be restricted or may require additional safeguards, which could include face coverings, proof of vaccination, proof of a negative COVID-19 test result within a specified number of days, and maintaining appropriate social distancing. Please review www.proxydocs.com/SLB for any updates to the “Meeting Information” section of this proxy statement prior to traveling.

Important Notice Regarding the Availability of Proxy Materials
for the Annual General Meeting of Shareholders to be Held on April 5, 2023

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

Table of Contents

 

Proxy Executive Summary

 

This summary is provided for your reference. However, before voting, you should carefully review this entire proxy statement and, particularly with respect to agenda Item 4, our 2022 Annual Report to Shareholders.

 

All references in this proxy statement to “SLB,” “the Company,” “we,” or “our” are to Schlumberger Limited (Schlumberger N.V.) and its subsidiaries. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

 

This proxy statement is first being made available to our shareholders on or about February 23, 2023.

 

Voting at the 2023 Annual General Meeting (pages 67–68)

 

The 2023 AGM will be held at:

 

Meeting Date:	Wednesday, April 5, 2023
Place:	Curaçao Marriott Beach Resort John F Kennedy Boulevard, 3, Piscadera Bay Willemstad, Curaçao
Time:	10:00 a.m. Curaçao time
Record Date:	February 8, 2023

 

Each shareholder of record at the close of business on February 8, 2023 (the record date) is entitled to one vote for each share registered in such shareholder’s name. If your shares are registered in your name with SLB’s transfer agent, you may vote in person at the 2023 AGM, or you may authorize a proxy to vote your shares by one of the following methods:

 

By Internet www.proxypush.com/SLB

By Telephone (866) 240-5191

By Mail Sign, date, and mail your proxy card

 

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

 

If you plan to attend the 2023 AGM in person, see “Meeting Information” beginning on page 67 for the requirements for admission to the meeting. Whether or not you plan to attend the 2023 AGM in person, please (i) sign, date, and promptly return the enclosed proxy card in the enclosed envelope, or (ii) grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting.

 

Voting Matters

 

Item		Our Board’s Recommendation	Vote Required for Election / Approval	Page Reference (for more detail)
1	Election of 11 director nominees to our Board of Directors (the Board).	FOR each nominee	Majority of votes cast for the nominee	10
2	Advisory vote on the frequency of future advisory votes on executive compensation.	ONE YEAR	Majority of votes cast	29
3	Advisory “say-on-pay” approval of our executive compensation.	FOR	Majority of votes cast	30
4	Approval of our consolidated balance sheet at December 31, 2022, our consolidated statement of income for the year ended December 31, 2022, and the declarations of dividends by our Board in 2022.	FOR	Majority of votes cast	64
5	Ratification of the appointment of PricewaterhouseCoopers LLP (PwC) as our independent auditor for 2023.	FOR	Majority of votes cast	65

Our Director Nominees (pages 12–17)

 

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

 

Governance Highlights (pages 18–24)

 

Independent Chairman of the Board, separate from CEO    No staggered board; all directors are elected annually    Fully independent Audit, Compensation, and Nominating and Governance committees    Regular executive sessions of non-employee directors    Majority vote standard for uncontested director elections    Annual performance evaluations of Board, its committees, and individual directors    100% Board attendance in 2022    Comprehensive risk assessment process designed to identify and manage enterprise-wide risks    Proactive shareholder engagement

Director nominees reflect the gender, racial and ethnic, cultural and geographical diversity of our global operations, as well as diverse experience, skills, and tenure    Demonstrated commitment to Board refreshment, with every director joining the Board within the last six years    Non-employee director tenure limits of 75 years of age or 10 years of service—whichever comes first    No hedging or pledging of our stock by executives or directors    Robust stock ownership guidelines for SLB executives and directors    No lobbying or making financial or in-kind contributions to political parties or candidates

ITEM 1. Election of Directors

All of our directors are elected annually at our annual general meeting of shareholders. We recommend that you vote “FOR” each of the 11 director nominees, to be elected to serve until our 2024 AGM (or until their death, resignation or removal). Each of the nominees is currently a director and was previously elected by our shareholders at our 2022 AGM.

If any nominee is unable or unwilling to serve, the Board may decrease the size of the Board or designate a substitute nominee. If the Board designates a substitute nominee, proxies may be voted for that substitute nominee. The Board knows of no reason why any nominee would be unable or unwilling to serve if elected.

At the 2023 AGM, votes may not be cast for a greater number of persons than the number of director nominees named in this proxy statement. Shares represented by properly executed proxies and not revoked will be voted in accordance with the instructions indicated on those proxy cards. If you have properly executed your proxy card and you have not given specific voting instructions, your shares will be voted in accordance with our Board’s recommendations.

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

Director Qualifications and Diversity

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

In the judgment of the Board, all director nominees are able to execute their duties as members of the Board and to devote the necessary time and attention to SLB, as required by our Corporate Governance Guidelines. In addition, there are no family relationships among any SLB executive officers and directors.

Board Diversity Policy

The Nominating and Governance Committee supports SLB’s diversity ambitions that its Board should reflect the gender, racial and ethnic, cultural and geographical diversity of our global operations. The Board seeks out women and nationally, racially and ethnically diverse candidates to include in the pool of qualified candidates from which potential director nominees are chosen. As reflected in the summary chart on page 11, our 11 director nominees represent ten nationalities across five continents, and three directors are women.

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

As a result, U.S.-centric racial and ethnic classifications as used for EEO-1 data collection purposes are applicable only to our three directors who are U.S. citizens. For our U.S. directors, we provide in the summary chart on page 11 race and ethnicity disclosures based on classifications commonly used in the United States. For all other directors, we asked if they wished to voluntarily disclose their ethnic or racial background and, if so, how they self-identify based on the classifications most relevant to their home countries. We provide self-identifications for non-U.S. directors in the summary chart on page 11. In keeping with international data privacy laws, we have not included racial or ethnic information for director nominees who did not authorize disclosure.

Summary of Director Nominee Skills and Characteristics

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

The following chart summarizes the qualifications of our director nominees, including knowledge, skills, experiences and other attributes that the Board believes are relevant to their Board and committee service. Each director nominee possesses numerous other skills and experience not identified in the following chart, as further detailed in their biographies beginning on page 12 of this proxy statement.

Substantial Knowledge, Skills and Experience

Current or former chief executive officer

Energy industry and operations

Finance and accounting

Science, technology and engineering

Energy transition and sustainability

Digital innovation

Digital transformation

Information security

Strategy development & implementation

International business

Risk management

Economic modeling

Health, safety and environmental

Mergers and acquisitions

Academic relations

Government, regulatory & public policy

Demographics

Nationality

Argentina

Australia

France

Germany

Israel

Norway

Russia

Switzerland

United Kingdom

United States

Racial and Ethnicity Characteristics for U.S. Directors

Asian or Indian

White or Caucasian

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

Two or More Ethnicities

White or Caucasian

Gender

M

M

M

M

M

F

F

F

M

M

M

Other Attributes

Independence

Tenure

2

4

6

4

2

5

3

2

5

4

2

Our Director Nominees

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

Peter Coleman,
Independent Director

Former CEO and Managing Director, Woodside Petroleum Ltd.   Director since 2021 Age: 62   Other Current Public Boards •  Allkem Limited   Former Public Directorships Held During the Past Five Years •  Woodside Petroleum Ltd.

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

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

Relevant Skills and Expertise

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

Patrick de La Chevardière,
Independent Director

Former Chief Financial Officer, Total S.A.   Director since 2019 Age: 65   Other Current Public Boards •   Michelin (Compagnie Générale des Établissements Michelin SCA)   Former Public Directorships Held During the Past Five Years •   None

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

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

Relevant Skills and Expertise

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

Miguel Galuccio,
Non-Executive Director

Chairman and Chief Executive Officer, Vista   Director since 2017 Age: 54   Other Current Public Boards •  Vista   Former Public Directorships Held During the Past Five Years •  None

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

MIGUEL GALUCCIO founded and is the Chairman and Chief Executive Officer of Vista, the first listed independent energy company to operate and produce in the Vaca Muerta formation in Argentina, having held that position since 2017. In 2016, he co-founded GRIDX, a science-based company builder that creates and invests in biotech startups in Latin America, where he currently acts as chairman. Prior to that, from 2012 to 2016, he served as Chairman and Chief Executive Officer of YPF, Argentina’s largest energy company. From 1999 to 2012, he was an employee of SLB and held several international positions, his last being President, SLB Production Management. Prior to his employment at SLB, he served in various executive positions at YPF and its subsidiaries from 1994 to 1999, including YPF International.

Relevant Skills and Expertise

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

Olivier Le Peuch,
SLB Chief Executive Officer

Chief Executive Officer, SLB   Director since 2019 Age: 59   Other Current Public Boards •   None   Former Public Directorships Held During the Past Five Years •   None

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

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

Relevant Skills and Expertise

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

Samuel Leupold,
Independent Director

Former Chief Executive Officer, Ørsted Wind Power A/S   Director since 2021 Age: 52   Other Current Public Boards •   Enel SpA   Former Public Directorships Held During the Past Five Years •   None

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

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

Relevant Skills and Expertise

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

Tatiana Mitrova,
Independent Director

Research Fellow, Center on Global Energy Policy, School of International and Public Affairs at Columbia University   Director since 2018 Age: 48   Other Current Public Boards •   None   Former Public Directorships Held During the Past Five Years •   PAO Novatek

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

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

Relevant Skills and Expertise

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

Maria Moræus Hanssen,
Independent Director

Former Deputy Chief Executive Officer and Chief Operating Officer, Wintershall Dea GmbH   Director since 2020 Age: 58   Other Current Public Boards •   Alfa Laval AB •   Scatec Solar ASA   Former Public Directorships Held During the Past Five Years •   Yara International ASA

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

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

Relevant Skills and Expertise

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

Vanitha Narayanan,
Independent Director

Former Chairman and Managing Director, IBM India   Director since 2021 Age: 63   Other Current Public Boards •   ReNew Power •   HCL Technologies   Former Public Directorships Held During the Past Five Years •   None

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

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

Relevant Skills and Expertise

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

Mark Papa,
Independent Chairman of the SLB Board of Directors

Former Chairman and CEO, Centennial Resource Development   Director since 2018 Age: 76   Other Current Public Boards •   None   Former Public Directorships Held During the Past Five Years •   Centennial Resource Development •   Oil States International

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

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

Relevant Skills and Expertise

Mr. Papa brings decades of experience in the oil and gas industry and a unique insight into the North American market. He is a pioneer in the U.S. shale oil industry and built EOG Resources into one of the most profitable U.S. shale companies. He provides the Board with key insights on the U.S. shale market and SLB’s customers in North America. He also brings extensive leadership experience to the Board through his experience as CEO and chairman of multiple public companies. Mr. Papa has been involved in succession planning, compensation, employee management and the evaluation of acquisition opportunities, and provides the Board with valuable insight regarding the challenges and opportunities facing SLB in these areas.

Jeff Sheets,
Independent Director

Former EVP and Chief Financial Officer, ConocoPhillips   Director since 2019 Age: 65   Other Current Public Boards •   Enerplus Corporation •   Westlake Corporation   Former Public Directorships Held During the Past Five Years •   None

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

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

Relevant Skills and Expertise

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

Ulrich Spiesshofer,
Independent Director

Former President and CEO, ABB Ltd.   Director since 2021 Age: 58   Other Current Public Boards •   Infineon Technologies   Former Public Directorships Held During the Past Five Years •   None

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

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

Relevant Skills and Expertise

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

Corporate Governance

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

	Independent Chairman of the Board, separate from CEO
	No staggered board; all directors are elected annually
	Fully independent Audit, Compensation, and Nominating and Governance committees
	Regular executive sessions of non-employee directors
	Majority vote standard for uncontested director elections
	Annual performance evaluations of Board, its committees, and individual directors
	100% Board attendance in 2022
	Comprehensive risk assessment process designed to identify and manage enterprise-wide risks
	Proactive shareholder engagement

	Director nominees reflect the gender, racial and ethnic, cultural and geographical diversity of our global operations, as well as diverse experience, skills, and tenure
	Demonstrated commitment to Board refreshment, with every director joining the Board within the last six years
	Non-employee director tenure limits of 75 years of age or 10 years of service—whichever comes first
	No hedging or pledging of our stock by executives or directors
	Robust stock ownership guidelines for SLB executives and directors
	No lobbying or making financial or in-kind contributions to political parties or candidates

Proactive Shareholder Engagement

Our relationship and on-going dialogue with our shareholders are important parts of our Board’s corporate governance commitment. Our investor relations, sustainability, legal, and human resources teams engage with shareholders throughout the year to seek their views on key matters, and then inform our Board and management about the issues and emerging governance trends that our shareholders tell us matter most to them. The chairs of our Compensation and Nominating and Governance committees also participate in our engagement efforts when requested. These engagements routinely cover executive compensation, corporate governance, company strategy and performance, sustainability, human rights and other current and emerging issues. For details about our 2022 Investors Conference, see “Spotlight on: 2022 Investor Day” on page 8 of this proxy statement.

Independent Chairman of the Board

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

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

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

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

Board Oversight of Risk Management

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

Our senior management team has developed a comprehensive strategic planning and enterprise risk management process for identifying, assessing, and managing risk. Through this process, we identify key risks through a bi-annual corporate-level risk mapping exercise, which involves the CEO and other members of SLB senior management, along with a bottom-up operational (field-level) risk assessment by SLB’s various geographies, businesses, and functions. From time to time, the process also includes third-party assessments, external risk surveys, and facilitated workshops with SLB executives. Our executive leadership team has established an enterprise risk management committee to oversee this risk identification process and to monitor the implementation of mitigation processes. Our executive leadership team updates the Board at least annually as risks that could impact the implementation of the Company’s strategy are identified or evolve.

Board Oversight of Sustainability

Today, the world faces the trilemma of providing secure and affordable energy to meet growing demand, while rapidly decarbonizing for a sustainable future. With nearly a century of market and technology leadership, SLB is well positioned to be a leader in the energy transition. The evolving marketplace will require bold new technologies and ideas, digital transformation, and a deep commitment to sustainability.

As part of this commitment, the Board and its committees oversee the performance and management of various environmental, social and other sustainability issues, including our energy transition strategy, emissions reduction targets, climate change, sustainability reporting, workforce health and safety, human rights, diversity, equity and inclusion in our workforce, and ethics and compliance. For example:

Our line management is directly responsible for the management and mitigation of the environmental impact of our operations. Our Vice President of HSE is responsible for our environmental management systems, and our Vice President of Sustainability is responsible for our global sustainability strategy and programs. For details about our environmental management standard and how we manage environmental risk, see our annual Sustainability Report, available at https://www.slb.com/sustainability/.

Board Refreshment Processes

The Board is committed to thoughtful board refreshment and ongoing board succession planning. All of our director nominees joined the Board within the last six years, bringing diverse and evolving experience and leadership skills in areas that are strategically important to SLB. The chart below reflects some of the key skills and experience of the non-employee directors who joined the Board since 2019, offering continuing expertise in our core industry and operations, while enhancing expertise in financial and capital management, sustainability, new energy, and digital technologies and transformation. For further information on each of our director nominees, see “Election of Directors” beginning on page 10 of this proxy statement.

Board Term Limits and Retirement Age

Under our Corporate Governance Guidelines, non-executive directors are eligible to serve on the Board until age 75 or for a maximum ten-year term, whichever occurs first. Our Board may waive this policy on a case-by-case basis on the recommendation of the Nominating and Governance Committee if a waiver is in SLB’s best interests.

Business Continuity Waiver for Mr. Papa — Under the leadership of Mr. Papa, the Board’s independent Chairman, the Board has undergone significant refreshment and transition in recent years. In addition, an active search process for a successor to Mr. Papa as independent Board chair is ongoing. In light of these circumstances, and in order to facilitate a smooth Board leadership transition process, the Board waived the retirement age policy for Mr. Papa upon the recommendation of the Nominating and Governance Committee, because the Board believes that having Mr. Papa continue to serve as independent Chairman is in the best interests of SLB and its shareholders. We expect the chair search process to be concluded in 2023, and do not expect Mr. Papa to stand for re-election at the Company’s 2024 annual general meeting of shareholders.

Process for Selecting New Directors

The Nominating and Governance Committee assists the Board in identifying qualified individuals to join as new members. The Board seeks out individuals whose background, experience and skills complement those of other Board members. As a result, in evaluating potential nominees, the Committee takes into consideration the Board’s current composition, the potential nominee’s ability to contribute to the Board’s diversity, SLB’s existing and anticipated business needs, and the general qualifications of the potential nominees, as discussed above under “Election of Directors—Director Qualifications and Diversity.”

The Nominating and Governance Committee also recommends to the Board the number and names of persons to be proposed by the Board for election as directors at our AGM. In obtaining the names of possible director nominees, the Nominating and Governance Committee makes its own inquiries and receives suggestions from other directors and management. Consideration of new Board candidates typically involves a series of internal discussions, review of information regarding potential candidates, and interviews with selected candidates.

From time to time, the Nominating and Governance Committee retains executive search and board advisory consulting firms to assist in identifying and evaluating potential nominees. To further our diversity policy, we request that any such firms retained by us include women and nationally, racially and ethnically diverse candidates in the proposals they present to us.

The Nominating and Governance Committee will also consider nominees recommended by shareholders who meet the eligibility requirements for submitting shareholder proposals for inclusion in the next proxy statement and submit their recommendations in writing to: Nominating and Governance Committee Chair, c/o SLB Chief Legal Officer and Secretary, 5599 San Felipe, 17th Floor, Houston, Texas 77056. Such recommendations must be submitted by the deadline for shareholder proposals referred to under “Other Information—2024 Annual General Meeting of Shareholders” on page 69 of this proxy statement. Unsolicited recommendations must contain all of the information that would be required in a proxy statement soliciting proxies for the election of the candidate as a director, a description of all direct or indirect arrangements or understandings between the recommending security holder and the candidate, all other companies to which the candidate is being recommended as a nominee for director, and a signed consent of the candidate to cooperate with reasonable background checks and personal interviews, and to serve as a member of our Board, if elected.

Board and Committee Evaluations

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

Initiate Evaluation Process		Collect Evaluation Data		Discuss Findings		Implement Feedback
Upon the instruction of the Nominating and Governance Committee, written self-assessment questionnaires are distributed to each member of the Board.   These questionnaires seek anonymous, candid feedback from our directors on a variety of topics, including board composition and culture, committee effectiveness, strategic planning, risk management, peer evaluation, and succession planning.		Directors’ responses to the questionnaires are then aggregated into summary reports for the Board, each of its committees, and the chair of the Nominating and Governance Committee.   In 2022, the Nominating and Governance Committee engaged a third-party facilitator to conduct one-on-one interviews with our directors as part of this annual self-evaluation process.		Each October, findings from the evaluation process are reviewed and discussed in executive session at each committee meeting and the full Board meeting. Based on these discussions, the directors may recommend improvements to the Board’s structure, processes, policies, or composition, or other changes.   In addition, the chair of the Nominating and Governance Committee may provide one-on-one feedback to individual directors as appropriate.		Finally, the Board, its committees, and (where appropriate) management work to implement the feedback from this evaluation process to improve Board performance and effectiveness.   Following this process, the Nominating and Governance Committee annually reviews—and makes recommendations to the Board regarding—its process for evaluating the effectiveness of the Board, its committees and individual directors.

Director Orientation and Education

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

For new and incumbent directors, regular continuing education programs help our Board stay current on industry, corporate governance, risk management, cybersecurity, and other developments relevant to their work as directors. These programs may include presentations from SLB management or in-depth trainings developed by outside experts, as appropriate. For example, in 2022, the Audit Committee attended cybersecurity training sessions with SLB experts and external consultants.

Board Committees

The Board has five standing committees: Audit, Compensation, Nominating and Governance, Finance, and New Energy and Innovation. Each member of the Audit, Compensation and Nominating and Governance committees meets the independence and other requirements of the New York Stock Exchange (NYSE) listing standards and SEC rules (including the heightened requirements that apply to audit or compensation committee members, as applicable). In addition, each member of the Audit Committee is financially literate, and each of Mr. de La Chevardière and Mr. Sheets qualifies as an “audit committee financial expert” under applicable SEC rules.

The Nominating and Governance Committee nominates for Board approval directors to serve on and chair the Board’s committees. The following table reflects the membership of the Board’s standing committees as of February 1, 2023.

Each standing committee operates under a written charter that sets forth the purposes, responsibilities and membership requirements of that committee. Each committee reviews the adequacy of its charter at least annually and recommends changes to the Board for approval. All committees also report regularly to the Board with respect to their activities. Committee charters are available on SLB’s website at https://www.slb.com/who-we-are/corporate-governance/.

Board Attendance

During 2022, the Board held four regular meetings, each including an executive session of non-employee directors led by the Board’s independent Chairman, as well as one special meeting. The Board’s standing committees held 18 meetings in 2022, which included five Audit Committee, four Compensation Committee, four Nominating and Governance Committee, one New Energy and Innovation Committee, and five Finance Committee meetings. Officers regularly attend Board meetings to present information on our business and strategy, and directors have worldwide access to our employees outside of Board meetings. From time to time between meetings, Board and committee members confer with each other and with management and independent consultants regarding relevant issues, and representatives of management may meet with these consultants on behalf of the relevant committee.

In 2022, our directors attended 100% of the meetings of the Board and its committees on which they served.

The Board’s policy regarding director attendance at our AGM is that directors are welcome, but not required, to attend. No director attended our 2022 AGM.

Code of Conduct

We have adopted a Code of Conduct that applies to all SLB directors, officers, and employees. Our Code of Conduct is available on our website at https://www.slb.com/who-we-are/guiding-principles/our-code-of-conduct.

Corporate Governance Guidelines

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

Director Independence

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

Based on the review and recommendation by the Nominating and Governance Committee, the Board has determined that each director nominee listed above under “Election of Directors—Our Director Nominees” is “independent” under NYSE listing standards and our director independence standards, except for our CEO and Mr. Galuccio. The Board has also determined that each member of the Audit Committee meets the heightened independence standards required for audit committee members under NYSE listing standards and the rules of the SEC, and that each member of the Compensation Committee meets the heightened independence standards for compensation committee members under NYSE listing standards. Additionally, former director Henri Seydoux, who served on the board until April 2022, was independent during the period he served on our Board.

Our Board’s independence determinations included a review of transactions that occurred since the beginning of 2020 with entities associated with our directors or members of their immediate family. In making its independence determinations, the Board considered that our independent directors serve as directors, trustees, outside consultants, or advisory board members at companies and universities that have had commercial business relationships with SLB. These relationships all involved ordinary course commercial transactions with SLB, which were less than the greater of $1 million or 1% of the other entity’s annual revenues during 2022, 2021 and 2020.

The Board also considered that SLB made charitable contributions to certain academic and other institutions with which some of our directors are currently affiliated, in each case involving less than $120,000 per year in 2022, 2021 and 2020. No director received any personal benefit from any such charitable contributions.

Certain Relationships and Related Person Transactions

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

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

SLB has an ongoing commercial relationship with Vista Energy (Vista), where Mr. Galuccio serves as chairman of the board and chief executive officer. In 2022, SLB contracted with Vista to deliver ordinary course oilfield services and products, and Vista paid SLB approximately $156 million.

Communicating with Our Board

The Board recommends that shareholders and other interested parties initiate communications with the Board, the Chairman or any Board committee by writing to our Chief Legal Officer and Secretary. This process assists the Board in reviewing and responding to communications by shareholders and other interested parties. The Board has instructed our Chief Legal Officer and Secretary to review correspondence directed to the Board (including to the Chairman and any Board committee) and, at the Secretary’s discretion, to forward those items that she deems appropriate for the Board’s consideration. Communications can be sent to the following address: SLB Board of Directors c/o SLB Chief Legal Officer and Secretary, 5599 San Felipe, 17^th Floor, Houston, Texas 77056.

Director Compensation

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

Director Pay Components

Cash Compensation

Non-employee directors receive the following cash compensation:

Equity Compensation

SLB annually grants shares of our common stock valued at approximately $190,000 for each non-employee director, or $290,000 for the independent Board Chairman. The shares are valued based on our closing stock price on the last business day of April of the grant year.

For 2022, our non-employee directors received the following grants of our common stock effective May 2, 2022:

The following table provides information on the compensation paid to our non-employee directors in 2022.

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

Annual Director Pay Review

Our Compensation Committee annually reviews our non-employee director compensation, and periodically recommends that the Board approve updates to director pay. In 2022, the Committee’s director pay review took into account multiple factors including our director compensation philosophy, changes in market practices, the continued expansion of director and committee chair responsibilities, consultations with the Committee’s independent compensation consultant, Pay Governance, and feedback received during our shareholder engagements. Based on that review, the Committee determined that no changes in non-employee director compensation were necessary for 2022. The Committee has not increased the directors’ annual cash retainer, committee chair or membership fees, or annual stock grant value since 2017 (except in connection with separating the Chairman and CEO roles in 2019).

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

Director Stock Ownership Guidelines

The Board believes that ownership of SLB stock by our directors aligns their interests with the interests of our shareholders. Accordingly, the Board has established a guideline that each non-employee director must, within five years of joining the Board, own a minimum dollar value of shares of SLB common stock equal to five times (5x) that director’s annual cash retainer. As of January 31, 2023, each of our non-employee directors who has been a Board member for at least five years was in compliance with these stock ownership guidelines.

Director Deferral Plan

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

Stock Ownership Information

Security Ownership by Management and Our Board

The following table sets forth information known to us with respect to beneficial ownership of our common stock as of January 31, 2023 by (i) each director and director nominee, (ii) each named executive officer, and (iii) all executive officers (as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended (the Exchange Act)), and directors as a group (the D&O Group).

The number of shares beneficially owned as of January 31, 2023 includes shares of SLB common stock that the individual has the right to acquire within 60 days of January 31, 2023, including exercisable options to purchase our common stock, as well as RSUs and PSUs that will vest within 60 days. The table below does not include (i) shares of SLB common stock deferred under the Directors Stock Plan, or (ii) the number of shares earned but not yet issued under our 2020 ROCE PSUs, because SLB will finally determine the number of shares earned after the applicable comparator companies disclose their full-year audited 2022 results, as described under “Compensation Discussion and Analysis—Elements of 2022 Total Direct Compensation—Long-Term Equity Incentive Awards—Payouts Under Prior LTI Awards—PSUs Vesting in 2023” beginning on page 43 of this proxy statement. These same policies apply to the aggregate calculation for the D&O Group.

Security Ownership by Certain Beneficial Owners

The following table sets forth information as of December 31, 2022 (except as otherwise noted) with respect to persons known by us to be the beneficial owners of more than 5% of our common stock, based solely on the information reported by such persons in their Schedule 13D and 13G filings with the SEC.

For each entity included in the table below, percentage ownership is calculated by dividing the number of shares reported as beneficially owned by such entity by the 1,428,189,537 shares of our common stock outstanding on January 31, 2023.

ITEM 2.  Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

Our Board is asking you to vote, on an advisory basis, on whether future advisory votes on executive compensation (as reflected in Item 3 below) should occur every year, every two years or every three years. This item, which is provided pursuant to Section 14A of the Exchange Act, is commonly referred to as a “say-on-frequency” resolution.

After careful consideration, our Board recommends that future advisory votes on executive compensation occur every year. We believe that an annual advisory vote on executive compensation will allow our shareholders to provide frequent, direct input on our compensation policies and practices and the resulting compensation for our named executive officers. Shareholders will have the opportunity to consider our most recent compensation decisions and focus on increasing long-term shareholder value, and to provide feedback to us in a timely way.

In making this recommendation, the Board considered that a majority of the votes cast at our 2017 AGM voted in favor of holding annual advisory votes on executive compensation. In addition, we are aware of the significant interest in executive compensation matters by investors and the general public, and value and encourage constructive dialogue with our shareholders on these matters.

This advisory resolution is non-binding on the Board. Although we currently believe that holding an advisory vote on executive compensation every year will reflect the right balance of considerations in the normal course, we will continue to periodically reassess that view and may provide for an advisory vote on executive compensation on a less frequent basis if long-term stability in our compensation program or other circumstances suggest that such a vote frequency would be more appropriate.

The Board of Directors recommends a vote to conduct future advisory votes on executive compensation every ONE YEAR.

ITEM 3.  Advisory Approval of Our Executive Compensation

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

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

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

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

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

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

Although annual “say-on-pay” advisory votes are not required by our bylaws, the Board currently believes that having our shareholders provide annual feedback on our compensation practices supports effective governance. As a result, the next “say-on-pay” advisory vote will occur in 2024, unless the Board modifies its policy on the frequency of holding “say-on-pay” advisory votes.

The Board of Directors recommends a vote FOR this Item 3.

Compensation Committee Report

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

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) describes our compensation policies and practices as they relate to our six named executive officers (NEOs) identified below.

The purpose of the CD&A is to explain the elements of our NEOs’ 2022 compensation, the criteria for selecting these elements, the decisions our Compensation Committee made with respect to the 2022 compensation of our NEOs, and the reasons for those decisions.

Executive Overview

We are SLB—a global technology company that drives energy innovation for a balanced planet

2022 was transformative for SLB. We launched our bold new SLB brand identity—reinforcing our leadership position in technology, digital, and sustainability in the energy industry—and we demonstrated our ability to deliver superior earnings in this early phase of a structural upcycle in energy. We set new safety, operational, and performance benchmarks for our customers and strengthened our market position both internationally and in North America.

Highlights of our 2022 financial performance⁽¹⁾ include:

In 2022, we executed our strategy across our Three Engines of Growth—our Core, Digital, and New Energy—and successfully leveraged the breadth of our portfolio and our competitive strengths to deliver peer-leading outcomes for our customers and shareholders.

In Sustainability, we reduced our Scope 1 and 2 carbon emissions intensity as compared to 2021. We also launched several new Transition Technologies to support the decarbonization of oil and gas, as well as our SLB End-to-end Emissions Solutions (SEES) methane elimination business.

We also advanced our technology leadership, safety and operations integrity performance, and service quality differentiation, leading to more contract awards, higher technology adoption, and increased pricing premiums.

Finally, we demonstrated our commitment to Superior Shareholder Returns. We increased our dividend by 40% in April 2022, followed by a further 43% increase in January 2023, and we resumed our share buyback program in January 2023.

Looking to 2023, we believe the market fundamentals are aligned with what we do best—innovating and outperforming for our customers. With our bold new brand and identity founded on technology and innovation, our strategy with sustainability at its heart, and our strong financial and operational results leading into the current upcycle, we believe we have set a very solid foundation for strong performance and shareholder value creation in 2023 and into the next decade.

Overview of Compensation Decisions for 2022

In making decisions regarding 2022 executive compensation, our Compensation Committee continued to focus on:

In this context, and as more fully discussed elsewhere in this CD&A, below are some key actions that our Compensation Committee took with respect to our NEOs’ 2022 compensation.

Framework for Setting 2022 Executive Compensation

Program Design and Pay-for-Performance Philosophy

Our 2022 executive compensation program consisted of three primary elements, comprising our executives’ total direct compensation: LTI equity incentive awards (PSUs and RSUs), STI (annual) cash incentive awards, and base salary. Within these elements, 75% of our executives’ 2022 target LTI equity awards and 100% of their annual cash incentive awards were performance-based. These elements have allowed us to remain competitive and attract, retain, and motivate top executive talent whose interests are aligned with those of our shareholders.

The chart below sets out the primary elements of our NEOs’ 2022 total direct compensation, certain key features of each element, and how each of these compensation elements supports our strategy.

Type	Element	Key Features	How Element Supports Our Strategy	Performance- Based?	At Risk?
	Free Cash Flow Margin PSUs (25%)	Absolute performance metric, based on our FCF margin over a   three-year period	•   Aligns with our publicly disclosed financial ambition of achieving double-digit FCF margin   •   Encourages our NEOs to generate high-quality revenue, which translates into strong free cash flow in line with our capital stewardship program
	Return on Capital Employed PSUs (25%)	Relative performance metric, comparing our average annual ROCE over a three-year period to   that of our direct competitors	•   Measures the efficiency of our capital employed relative to direct competitors, consistent with our strategic priorities   •   Motivates and rewards executives for relative outperformance on a key financial metric
	Total Shareholder Return PSUs (25%)	Relative performance metric, comparing our cumulative TSR over a three-year period to that of our direct competitors, as well as the S&P Global 1200 Energy Index	•   Directly aligns executive LTI payouts with shareholder value creation   •   Uses a clear and objective metric to evaluate our performance against our direct competitors and against the broader energy sector
	Time-Based RSUs (25%)	Cliff vesting after three years, subject to continued employment	•   Promotes stability and retention of our executive team through business cycles
	Annual Cash Incentive Award	70% based on achieving quantitative financial objectives, evenly split between adjusted EBITDA and free cash flow targets 30% based on strategic personal objectives	•   Adjusted EBITDA reflects the quality of SLB’s earnings   •   Free cash flow goals encourage our NEOs to continue strengthening our balance sheet, so we can sustainably return value to shareholders while making focused investments in future growth areas   •   Personal objectives, detailed on page 38, align to our strategic focus areas
	Base Salary	Only fixed compensation element	•   Provides a base level of competitive cash compensation when all other pay elements are variable or contingent on performance

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

At-Risk Pay Mix

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

As illustrated below, approximately 90% of our CEO’s 2022 target total direct compensation was at risk, and approximately 84% of our other NEOs’ 2022 target total direct compensation was at risk.

CEO 2022 Target Pay Mix		Other NEO 2022 Target Pay Mix(1)

Based on market data provided by Pay Governance, our Compensation Committee’s independent compensation consultant, the pay mix of our NEOs is well-aligned with that of the companies in our two main executive compensation peer groups, as described in “Other Aspects of Our Executive Compensation Program—Our Peer Group Companies” on page 46.

In January 2022, the Committee concluded that the mix of base salary, target annual cash incentive, and target LTI was appropriate for each of our NEOs, based on the relative size of direct compensation elements of companies in our main executive compensation peer groups, as well as internal factors.

Responsiveness to Shareholder Feedback

Our executive compensation program was largely designed and implemented in response to, and as a product of, past discussions with our shareholders. For example, in 2021, based on shareholder feedback, we introduced our three-year relative TSR PSUs to more directly align LTI payouts with shareholder value creation, and we set the target performance goal above median at the 60^th percentile. In 2022, our Compensation Committee adjusted the comparator group for our TSR PSUs to include the S&P Global 1200 Energy Index, based on feedback that our shareholders also evaluate our TSR performance against the broader energy sector.

In 2022, our executive compensation program received the support of more than 95% of the votes cast at our annual meeting. As a result, and based on past shareholder feedback, our Compensation Committee believes that our overall compensation program design is well-supported by our shareholders.

Elements of 2022 Total Direct Compensation

Base Salary

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

In January 2022, our Compensation Committee reviewed the base salaries of each of our NEOs in line with the factors described above. Based on comparative market data and other factors, the Committee determined to maintain the base salaries of Mr. Al Mogharbel, Mr. Belani, Mr. Merad, and Ms. Ralston at their then-current levels for 2022, and approved an increase to Mr. Biguet’s 2022 base salary from $770,000 to $800,000. In evaluating Mr. Le Peuch’s 2022 compensation, the Committee considered SLB’s strong 2021 financial results, and that Mr. Le Peuch’s 2021 total direct compensation was below the median of our general industry peer group and below his peers’ compensation at our two largest energy services competitors. In light of these factors, as well as SLB’s leading position in the energy services industry, the Committee recommended, and the independent members of the Board approved, an increase to Mr. Le Peuch’s base salary for 2022 from $1,400,000 to $1,550,000.

In April 2022, in connection with Mr. Merad’s promotion to the role of EVP, Core Services and Equipment, and in light of internal pay equity considerations, the Committee approved an increase to Mr. Merad’s base salary from $750,000 to $800,000, effective April 1, 2022.

Annual Cash Incentive Awards

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

For 2022, 70% of our NEOs’ target cash incentive opportunity was based on achieving quantitative financial objectives, and 30% was based on pre-established strategic personal objectives. The financial portion of the target plan was evenly split between adjusted EBITDA and free cash flow performance goals. The total maximum cash incentive payout for 2022 was 200% of target—consistent with our 2021 cash incentive plan—and the weighted payout range for each metric as a percentage of target is reflected by the outer bars in the 2022 Cash Incentive Opportunity Mix chart.

2022 Cash Incentive Opportunity Mix

Our Compensation Committee considered the factors in the table below, in selecting adjusted EBITDA and free cash flow as the quantitative financial performance measures for our 2022 cash incentive plan.

In setting Company financial targets and performance goals, as well as our NEOs’ strategic personal objectives, the Committee believes it is important to establish criteria that are realistically attainable, yet still challenging in an uncertain global economy. In addition, in approving free cash flow performance goals for the 2022 cash incentive plan, the Committee considered that these goals differ in important ways from the FCF margin goals contained in the LTI portion of our NEOs’ compensation program. Whereas the annual cash incentive portion focuses solely on the absolute amount of free cash flow we generate over a one-year period, our FCF margin PSU payout is calculated as free cash flow divided by our revenue over a three-year period. Because FCF margin measures how efficiently we convert revenue into cash, it is a good indicator of the business’s ability to generate high-quality revenue over the long term and, therefore, is complementary to the free cash flow metric in our annual cash incentive program.

Adjusted EBITDA Targets and Results

The process used to set annual adjusted EBITDA targets starts with a review of plans and projections following bottom-up planning from the field. Adjusted EBITDA targets may increase or decrease year-over-year, taking into account, among other things, our cash requirements, industry cycles, anticipated customer spending, activity growth potential, pricing, the introduction of new technology, strategic M&A activity, and commodity prices.

Based on the foregoing, in January 2022 the Committee set the minimum performance goal 12% higher than SLB’s actual 2021 adjusted EBITDA results. The Committee set the target performance goal based on our then-current internal forecast, which was 11% higher than the minimum goal and 24% higher than our actual 2021 results, and set the maximum performance goal 15% higher than target and 42% higher than our actual 2021 results. The Committee believed an aggressive maximum performance goal would motivate our executives to significantly outperform market expectations and our internal forecast.

The following table reflects our NEOs’ full-year adjusted EBITDA targets and corresponding potential payouts for 2022.

Our 2022 adjusted EBITDA was $6.462 billion, representing a 31% increase over 2021. As a result, and applying the payout matrix immediately above, our Compensation Committee approved a payout of 157% of target—or 65% of the maximum payout opportunity—for the adjusted EBITDA component of our 2022 cash incentive plan.

Free Cash Flow Targets and Results

The process used to set annual free cash flow targets starts with a review of plans and projections following bottom-up planning from the field. Free cash flow targets may increase or decrease year-over-year, taking into account the same factors listed above for adjusted EBITDA. The following table reflects our NEOs’ full-year free cash flow targets and corresponding potential payouts for 2022, as approved by our Compensation Committee in January 2022.

The Committee set the target performance goal based on our then-current internal free cash flow forecast for 2022, which was 15% higher than our target cash flow generation goal from the prior year. The Committee believed the above performance goals appropriately reflected a change in the industry cycle, because execution of SLB’s strategy in 2022 and outperformance through the upcycle would require increased capital investment in line with anticipated activity increases.

Our 2022 free cash flow was $1.418 billion. Because we did not achieve our threshold free cash flow performance target, our CEO and other NEOs earned no payout under the free cash flow component of our 2022 cash incentive plan.

Strategic Personal Objectives

The following table reflects our NEOs’ 2022 strategic personal objectives and their achievements against those performance goals.

Performance Goal							Achievement
Strategic Planning and Sustainability
Reduce SLB’s Scope 3 emissions, using a pre-established CO2e target based on “customer-avoided” emissions. These avoided emissions are driven by sales from our Transition Technologies portfolio, which helps us and our customers reduce carbon emissions while strengthening our commercial model.							Achieved
Oversee completion and roll-out of near- and mid-term corporate strategy, in line with sustainability and New Energy priorities.							Achieved
Launch M&A program aligned with near- and mid-term corporate portfolio strategy based on scenario planning.							Achieved
Oversee enhancements to our carbon emissions reporting, due diligence, internal controls, and auditing processes, and meet related quantitative milestones.							Achieved
Digital Growth and Technology Innovation
Increase digital revenue—enabled by digital penetration—above a pre-established target.							Substantially achieved
Secure a minimum number of technology access projects exceeding a threshold contract value.							Partially achieved
Accelerate development of new technologies, Transition Technologies and fit-for-basin technologies, based on a specified revenue target.							Achieved
Core Growth
Increase revenue generated from fit-for-basin technologies above a pre-established target.							Achieved
Increase total revenue year over year by a target percentage exceeding the rig count increase.							Achieved
Achieve international revenue growth as a percentage exceeding that of direct competitors.							Achieved
New Energy Innovation
Oversee development of near- and mid-term New Energy growth strategy, as well as revenue and market analysis.							Achieved
Secure a minimum number of large carbon capture and sequestration projects, and execute identified key partnerships and acquisitions.							Substantially achieved
Achieve certain milestones in other New Energy ventures.							Substantially achieved
HSE Performance
Fatality-free.							Mostly not achieved
% of 2022 payout opportunity earned under strategic personal objectives	93%	88%	88%	79%	75%	76%

As discussed on page 36 above, 30% of our NEOs’ target 2022 cash incentive opportunity was tied to achieving quantitative and qualitative performance goals specific to their roles within SLB. These may relate to: financial goals, such as profitability, revenue growth, capital management or cost reduction; performance achievements, such as contract awards or operational reliability or HSE objectives; non-financial or sustainability-related goals that are important to SLB’s strategy and reputation, such as carbon emissions reduction, ethics and compliance, or people-related objectives including diversity and gender balance; and other business priorities, including energy transition services and technologies.

Each January, our Compensation Committee reviews and, subject to approval by the Board’s independent directors, approves our CEO’s strategic personal objectives for that year. The Committee also annually assesses our CEO’s performance against his strategic personal objectives established for the prior year, to determine the appropriate payout for the 30% portion of his annual cash incentive opportunity tied to his personal objectives. The CEO reviews and approves the strategic personal objectives of the other NEOs and assesses their performance against their pre-approved objectives in a similar way. The Committee annually approves the aggregate annual cash incentive payouts for all executive officers, including the payout portion related to an executive’s strategic personal objectives.

Summary of 2022 Cash Incentive Results

In January 2022, our Compensation Committee determined to leave the target annual cash incentive opportunity for all NEOs unchanged from 2021, following a review of market data indicating that our NEOs’ target annual cash incentive opportunity (as a percentage of base salary) was competitively positioned. As a result, the 2022 target cash incentive for our CEO was 150% of his base salary and for our other NEOs it was 100% of base salary. The following table reflects our NEOs’ full-year 2022 annual cash incentive results, together with relevant weightings of the different components and payouts under each component.

Long-Term Equity Incentive Awards

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

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

As in 2021, the 2022 LTI program consisted of four types of grants, equally weighted at target performance:

The maximum overall payout opportunity under the 2022 LTI program was 200% of target—consistent with 2021 and in line with market practice. The maximum payout opportunity for each type of LTI award is reflected by the outer bars in the chart above.

For details regarding LTI grants made to our NEOs in 2019 and 2020, see “—Payouts Under Prior LTI Awards” beginning on page 43.

How We Determined the Target Value of 2022 LTI Equity Awards

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