UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On April 7, 2025, Khaled Al Mogharbel indicated that he will step down as Executive Vice President, Geographies, of Schlumberger Limited (“SLB”), effective as of May 1, 2025, after a distinguished 30-year career with SLB. His passion for advancing safety, technology and customer centricity, areas in which SLB is widely recognized both internally and externally, has left a lasting mark on our organization.
(e)
In conjunction with his decision to step down, Mr. Al Mogharbel has entered into an agreement with SLB to serve as Advisor to SLB’s Chief Executive Officer through May 1, 2028, to help foster an orderly transition of our Geographies organization and operations (the “Agreement”). Mr. Al Mogharbel has also agreed to certain restrictive covenants under the Agreement, including three-year non-competition and non-solicitation undertakings, as well as confidentiality and non-disparagement undertakings and a waiver and release of claims.
In consideration for Mr. Al Mogharbel’s services as Advisor, the restrictive covenants, and the waiver and release, he will receive, for a three-year period: (1) an annual cash payment equal to 75% of his current base salary; (2) continued participation in SLB’s health, welfare and insurance plans for which he is eligible as an employee; (3) continued accrual of benefits under SLB’s pension and savings plans; and (4) a cash incentive award for 2025 prorated for the period worked until May 1, 2025, to be paid at target. In addition, the outstanding long-term equity incentive awards previously granted to Mr. Al Mogharbel will continue to vest in accordance with the terms applicable to those grants. If the undertakings in the Agreement are breached, SLB may immediately stop payment of all cash amounts that would otherwise be due, all outstanding equity awards will be subject to cancellation, and SLB may require repayment of consideration previously paid or vested under the agreement.
The foregoing description of the Agreement is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreement, which will be filed as an exhibit to SLB’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2025.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SCHLUMBERGER LIMITED |
| /s/ Dianne B. Ralston |
| Dianne B. Ralston |
| Chief Legal Officer and Secretary |
| Date: April 8, 2025 |