HALLIBURTON COMPANY

DEF 14A 1 lhal2021_def14a.htm HALLIBURTON CO - DEF 14A HALLIBURTON COMPANY - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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HALLIBURTON COMPANY

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To Our Valued Shareholders:

April 6, 2021

Jeffrey A. Miller

Chairman of the Board,

President and Chief Executive Officer

“At Halliburton, we look to the future with optimism and focused on innovation.”

On behalf of our Board of Directors, we are pleased to invite you to the Halliburton Company Annual Meeting of Shareholders. The meeting will take place at the Life Center on Wednesday, May 19, 2021, at 9:00 a.m. Central Daylight Time.

At Halliburton, we look to the future with optimism and focused on innovation. Our execution culture and core values guided us through the most difficult environment we have experienced in our more than 100-year history. We applaud our employees who delivered historic bests in all key safety and service quality metrics despite the global pandemic and market downturn. Because of their dedication, we never stopped serving our customers around the world while keeping each other's well-being a primary focus.

By executing on our key strategic priorities, we turned what were once-in-a-lifetime challenges into extraordinary opportunities that reset Halliburton’s earnings power. We are a global integrated oilfield services company with a strong international portfolio and a leading position in the North American market. Building on this successful foundation, we will help our customers satisfy the world’s need for affordable and reliable energy provided by oil and gas, in a more effective, efficient, safe, and ethical manner, while minimizing environmental impact. We stand firm in our commitment to collaborate and engineer solutions to maximize our customers’ asset value and to deliver industry-leading returns and strong free cash flows for our shareholders.

Your vote and the representation of your shares are important. Please review the proxy materials for detailed information on the proposals presented this year. We hope you will vote as soon as possible. If you attend the meeting, you may vote in person even if you have previously voted.

Thank you for your ongoing support of and continued interest in Halliburton. We look forward to seeing you at our Annual Meeting.

Sincerely,

Jeffrey A. Miller

Chairman of the Board,

President and Chief Executive Officer

Table of Contents

Letter from the Chairman, President and Chief Executive Officer

Proxy Statement Summary		iii

Notice of Annual Meeting of Shareholders		ix

Corporate Governance		1

The Board of Directors and Standing Committees of Directors		2

Communication to the Board		8

Proposal No. 1	Election of Directors	9

Information about Nominees for Director		11

Directors’ Compensation		15

Stock Ownership Information		18

Proposal No. 2	Ratification of Selection of Principal Independent Public Accountants	20

Audit Committee Report		21

Fees Paid to KPMG LLP		22

Proposal No. 3	Advisory Approval of Executive Compensation	23

Compensation Committee Report		23

Compensation Discussion and Analysis		24

Executive Compensation Tables		44

Summary Compensation Table		44

Supplemental Summary Compensation Table Information for CEO		44

Supplemental Table: All Other Compensation		46

Grants of Plan-Based Awards in Fiscal 2020		47

Outstanding Equity Awards at Fiscal Year End 2020		48

2020 Option Exercises and Stock Vested		50

2020 Nonqualified Deferred Compensation		50

Employment Contracts and Change-in-Control Arrangements		51

Post-Termination or Change-in-Control Payments		52

Equity Compensation Plan Information		55

CEO Pay Ratio		55

Proposal No. 4	Proposal to Amend and Restate the Halliburton Company Stock and Incentive Plan	56

Proposal No. 5	Proposal to Amend and Restate the Halliburton Company Employee Stock Purchase Plan	62

General Information		65

Additional Information		66

Other Matters		67

Appendix A		A-1

Appendix B		B-1

www.halliburton.com

HALLIBURTON | 2021 Proxy Statement

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Proxy Statement Summary

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

Eligibility to Vote (page 65)

You can vote if you were a shareholder of record at the close of business on March 22, 2021.

How to Cast Your Vote (page 65)


You can vote by any of the following methods:


INTERNET www.proxyvote.com until 11:59 p.m. Eastern Daylight Time on May 18, 2021	BY TELEPHONE until 11:59 p.m. Eastern Daylight Time on May 18, 2021	BY MAIL Completing, signing, and returning your proxy or voting instruction card before May 19, 2021	IN PERSON at the annual meeting: If you are a shareholder of record, we have a record of your ownership. If your shares are held in the name of a broker, nominee, or other intermediary, you must bring a proxy issued in your name from the record holder to the meeting. Attendees will be asked to present valid picture identification, such as a driver’s license or passport.

Selection of Principal Independent Public Accountants (page 20)

During the year ended December 31, 2020, KPMG LLP served as our principal independent public accountants and provided certain tax and other services to us. Representatives of KPMG are expected to be present at the Annual Meeting and be available to respond to appropriate questions from shareholders.

As a matter of good corporate governance, we are requesting our shareholders to ratify the selection of KPMG LLP as our principal independent public accountants for the year ending December 31, 2021.

HALLIBURTON | 2021 Proxy Statement

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Voting Matters (pages 9, 20, 23, 56, and 62)

	Board Vote Recommendation	Page Reference (for more detail)
Election of Directors	FOR Each Nominee	9
Ratification of Selection of Principal Independent Public Accountants	FOR	20
Advisory Approval of Executive Compensation	FOR	23
Proposal to Amend and Restate the Halliburton Company Stock and Incentive Plan	FOR	56
Proposal to Amend and Restate the Halliburton Company Employee Stock Purchase Plan	FOR	62

Governance Highlights

Our Board has long maintained a formal statement of its responsibilities, our Corporate Governance Guidelines, to ensure effective governance in all areas of its responsibilities. Our current board structure and governance practices, as specified in those Guidelines and our By-laws, Code of Business Conduct, and policies and business practices, include the following:

Size of Board to be Elected	10	Supermajority Voting Threshold for Mergers	No
Number of Independent Director Nominees	9	Proxy Access	Yes
Average Age of Director Nominees	65	Shareholder Action by Written Consent	Yes
Average Director Nominee Tenure	6.8	Shareholder Called Special Meetings	Yes
Annual Election of Directors	Yes	Poison Pill	No
Mandatory Retirement Age	72	Code of Conduct for Directors, Officers, and Employees	Yes
Women and Minority Director Nominees	50%	Stock Ownership Guidelines for Directors/Officers	Yes
Majority Voting in Director Elections	Yes	Anti-Hedging and Pledging Policy	Yes
Lead Independent Director	Yes	Compensation Recoupment Policy	Yes
Related Persons Transactions Policy	Yes	Corporate Political Contributions	No

Success for Halliburton and our shareholders and customers results from adherence to our core values.

www.halliburton.com

HALLIBURTON | 2021 Proxy Statement

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Board Nominees (pages 11-14)


Abdulaziz F. Al Khayyal Retired Senior Vice President, Industrial Relations, Saudi Aramco Age: 67 Director since 2014 INDEPENDENT Committees:	William E. Albrecht Retired Non-Executive Chairman of the Board of California Resources Corporation Age: 69 Director since 2016 INDEPENDENT Committees:	M. Katherine Banks Vice Chancellor of Engineering and National Laboratories, The Texas A&M University System Age: 61 Director since 2019 INDEPENDENT Committees:	Alan M. Bennett Retired President and Chief Executive Officer of H&R Block, Inc. Age: 70 Director since 2006 INDEPENDENT Committees:


Milton Carroll Executive Chairman of the Board of CenterPoint Energy, Inc. Age: 70 Director since 2006 INDEPENDENT Committees:	Murry S. Gerber Retired Executive Chairman of the Board of EQT Corporation Age: 68 Director since 2012 INDEPENDENT Committees:	Patricia Hemingway Hall Retired President and Chief Executive Officer of Health Care Services Corporation Age: 68 Director since 2019 INDEPENDENT Committees:


Robert A. Malone Executive Chairman, President and Chief Executive Officer of First Sonora Bancshares, Inc. Age: 69 Director since 2009 INDEPENDENT Committees:	Jeffrey A. Miller Chairman of the Board, President and Chief Executive Officer of Halliburton Age: 57 Director since 2014 NOT INDEPENDENT Committees: None	Bhavesh V. Patel Chief Executive Officer, LyondellBasell Industries Age: 54 Director since 2021 INDEPENDENT Committees: TBD

Chair Audit Compensation Health, Safety and Environment Nominating and Corporate Governance TBD – Mr. Patel will be appointed to Committees in May 2021.

HALLIBURTON | 2021 Proxy Statement

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2020 Performance Highlights

As we shared in our Annual & Sustainability Report 2020, available on our website at www.halliburton.com, and as you will read in this proxy statement, Halliburton has embraced change throughout our history, and our core values have guided our actions in response to a century of change. In 2020, those core values – Integrity, Safety, Collaboration, Competition, Creativity, Reliability and Respect –strengthened our response to a global pandemic and commodity supply-demand imbalance. Those Halliburton core values empowered change as we navigated each of 2020’s many and varied challenges. We reset our earnings power. We deployed digital solutions that set records for autonomous, efficient operations. We focused on safety and service quality and delivered Company-best results. We renewed our core value of “respect” to further embrace our commitment to diversity and inclusion, and to strengthen our culture and workplace, so everyone can be their authentic self and do their best work. We delivered on our customer commitment to collaborate and engineer solutions to maximize their asset value. And we remained committed to delivering industry-leading returns and strong free cash flows for our shareholders.

Geographic Diversity

	In 2020, we earned the majority of our revenue internationally. We reset our earnings power and improved margins in several key end markets, despite the activity slowdowns.

Cash Flow Execution

	During 2020, we generated $1.9 billion of operating cash flow and had $728 million of capital expenditures, resulting in over $1.1 billion of free cash flow. This demonstrates our ability to generate strong free cash flow in different business environments. We additionally returned over $350 million to shareholders through dividends and share repurchases and repaid $500 million of debt. *Management believes free cash flow, defined as “operating cash flow” less “capital expenditures”, is an important liquidity measure and useful to investors and management for assessing the business’s ability to generate cash.

Capital Discipline

	Market conditions changed and we quickly acted by reducing our capital expenditures by 52% to $728 million in 2020. These capital expenditures were predominantly made in our Sperry Drilling, Production Enhancement, Baroid, Artificial Lift, Wireline and Perforating, and Production Solutions product service lines.

www.halliburton.com

HALLIBURTON | 2021 Proxy Statement

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Safety and Service Quality

	We achieved exceptional safety and service quality performance during 2020. Our total recordable incident rate and non-productive time each improved over 20%, both historical bests across our business. This is a result of our employees’ continued commitment to safety and process execution, despite the year’s distractions.

Named Executive Officers (page 25)

For 2020, our NEOs were:

Name	Age	Occupation
Jeffrey A. Miller	57	Chairman, President and Chief Executive Officer
Lance Loeffler	44	Executive Vice President and Chief Financial Officer
Eric J. Carre	55	Executive Vice President – Global Business Lines
Joe D. Rainey	64	President – Eastern Hemisphere
Mark J. Richard	59	President – Western Hemisphere

Executive Compensation (pages 23-55)

Objectives (page 30)

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

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

Board Responsiveness to Shareholder Feedback

Halliburton has always maintained open communications with the shareholder community. Seeking feedback from our shareholders on a regular basis is a critical part of our approach to managing our executive compensation program. Our ongoing, open dialogue with our shareholders helps ensure that the Board and management have a regular pulse on the views of our shareholders. These communications validate that our shareholders continue to be broadly supportive of the overall philosophy, objectives, and design of our program. They also provide us important perspectives on how to improve and better explain our program.

During 2020, members of our senior management team participated in 20 sell-side investor conferences, three roadshows, and held over 380 investor meetings. As is our practice, during proxy season engagement, management engaged in targeted outreach with numerous shareholders. Our Compensation Committee Chair also participated in this outreach effort. During this shareholder outreach, we contacted shareholders who collectively hold almost 50% of our outstanding common stock. We also met with many of those shareholders who collectively represented 28% of our outstanding shares. We reviewed the changes to our compensation program implemented by our Compensation Committee during 2020 and solicited their feedback on our compensation program, as well as our company strategy and performance, corporate governance, sustainability, and other topics.

HALLIBURTON | 2021 Proxy Statement

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The feedback from this effort indicated that our overall compensation program design is supported by our shareholders. For this and other reasons, the Compensation Committee determined that the overall structure of the compensation program is sound and closely aligns the interests of both company management and our shareholders. Based on shareholder feedback received in 2019, effective January 1, 2020, we:

	Modified financial metrics for determining short-term incentives to increase our emphasis on free cash flow and capital discipline		Replaced CVA with two distinct metrics, weighted as follows, for the 2020 plan year: • 75% Net Operating Profit After-Taxes (NOPAT) • 25% Asset Turns
	Increased emphasis on performance-based long-term incentives		Modified our long-term incentive mix (as illustrated in the graphic below):
			• Increased weight of performance units to 70% (up from 50%) • Reduced weight of restricted stock to 30% • Eliminated stock options for NEOs
	Added a second financial metric for determining long-term performance-based awards under the PUP		Added a relative Total Shareholder Return (TSR) modifier for the 2020 PUP performance cycle; compares performance to the Oilfield Services Index (OSX); penalizes bottom quartile performance or rewards top-quartile performance
	Increased equity component of long-term incentives		Changed PUP to issue new awards (contingent on three-year performance period) 50% in stock (previously delivered entirely in cash) so that 65% of long-term incentives is delivered in equity

Increased Emphasis on Long-Term Performance-Based Equity

www.halliburton.com

HALLIBURTON | 2021 Proxy Statement

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	HALLIBURTON

Notice of Annual Meeting of Shareholders to be held May 19, 2021

April 6, 2021

Halliburton Company, a Delaware corporation, will hold its Annual Meeting of Shareholders on Wednesday, May 19, 2021, at 9:00 a.m. Central Daylight Time at its corporate office at 3000 N. Sam Houston Parkway East, Life Center - Auditorium, Houston, Texas 77032.

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

1.	To elect the ten nominees named in the attached proxy statement as Directors to serve for the ensuing year and until their successors shall be elected and shall qualify.
2.	To consider and act upon a proposal to ratify the appointment of KPMG LLP as principal independent public accountants to examine the financial statements and books and records of Halliburton for the year ending December 31, 2021.
3.	To consider and act upon advisory approval of our executive compensation.
4.	To consider and act upon a proposal to amend and restate the Halliburton Company Stock and Incentive Plan.
5.	To consider and act upon a proposal to amend and restate the Halliburton Company Employee Stock Purchase Plan.
6.	To transact any other business that properly comes before the meeting or any adjournment or adjournments of the meeting.

These items are fully described in the following pages, which are made a part of this Notice. The Board of Directors has set the close of business on March 22, 2021, as the record date for the determination of shareholders entitled to notice of and to vote at the meeting and at any adjournment of the meeting.

Internet Availability of Proxy Materials

On or about April 6, 2021, we mailed our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 2021 proxy statement and 2020 Annual Report on Form 10-K and how to vote online. The notice also provides instruction on how you can request a paper copy of these documents if you desire. If you received your Annual Meeting materials via e-mail, the e-mail contains voting instructions and links to the proxy statement and Form 10-K on the Internet.

If You Plan to Attend

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

Potential Impact of Coronavirus (COVID-19) Pandemic on Meeting

We intend to hold our Annual Meeting in person this year. However, continuing public health concerns of our shareholders regarding the coronavirus (COVID-19) pandemic and the protocols that federal, state, and local governments may recommend or impose may necessitate conducting the meeting by means of remote communication. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting at least one week before our meeting, which may include holding the meeting solely by means of remote communication. We may also need to change the date or the time of the meeting. Please monitor our website at www.halliburton.com for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

It is important that you retain a copy of the control number found on the proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials, as such number will be required in order for shareholders to gain access to any meeting held solely by means of remote communication.

By order of the Board of Directors

$D:\Santosh\March\31\HAL015-PXY\DEF 14A\V1_03-31-2021_04-54 IST\2.Conversion$

Van H. Beckwith

Executive Vice President, Secretary and Chief Legal Officer

Corporate Governance

Corporate Governance Guidelines and Committee Charters

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

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

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

Code of Business Conduct

Our Code of Business Conduct, which applies to all of our employees and Directors and serves as the code of ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, and other persons performing similar functions, is available on our website. Any waivers to our Code of Business Conduct for our Directors or executive officers can only be made by our Audit Committee. There were no waivers of the Code of Business Conduct in 2020.

Related Persons Transactions Policy

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

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

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

•	whether the related persons transaction is on terms comparable to terms generally available with an unaffiliated third party under the same or similar circumstances;
•	the benefits of the transaction to us;
•	the extent of the related person’s interest in the transaction; and
•	whether there are alternative sources for the subject matter of the transaction.

HALLIBURTON | 2021 Proxy Statement

The Board of Directors and Standing Committees of Directors

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

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

Board Leadership

Our Board believes that it is important to maintain flexibility to determine the appropriate leadership of the Board and whether the roles of Chairman and Chief Executive Officer should be combined or separate. Our Corporate Governance Guidelines provide that the Board consider annually whether it is appropriate for the same individual to fill both of those roles. When making that determination, the Board considers issues such as industry and financial expertise, in-depth knowledge of Halliburton and its business, and succession planning. In 2020, the Board decided that a combined leadership role would currently best serve the needs of the Company and its shareholders. The Board believes that Jeffrey A. Miller, our Chairman, President and Chief Executive Officer, with his industry expertise, financial expertise, and in-depth knowledge of Halliburton and its business, is the correct person to fill both roles. The Board also believes that Mr. Miller is best suited to lead the Board’s discussion and evaluation of the Company’s business, financial, and health, safety, environment, and sustainability strategy and performance. With the exception of Mr. Miller, the Board is composed of independent Directors.

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

Robert A. Malone LEAD INDEPENDENT DIRECTOR	liaises between the independent Directors and the Chairman	advises management on and approves information sent to the Board
	approves agendas for Board meetings	approves schedules for meetings of the Board
	presides over meetings and executive sessions of the independent Directors	authorizes the retention of outside advisors and consultants who report directly to the Board
	leads the Board’s annual evaluation of the Chief Executive Officer	schedules meetings of the independent Directors as appropriate

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

www.halliburton.com

HALLIBURTON | 2021 Proxy Statement

Board and Committee Risk Oversight

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

•	increase the probability of achieving higher returns on capital and reducing cash flow volatility by identifying:

	•	current and developing risks; and
	•	significant controls and potential gaps related to identified risks;

•	ensure that our key risks are being effectively managed; and
•	assess whether our compensation policies are reasonably likely to have a materially adverse effect on us.

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

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

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

Independent Committees

The Board believes that it has a strong governance structure in place to ensure independent oversight on behalf of all shareholders. All standing Committees of the Board are comprised solely of independent Directors. We have established processes for the effective oversight of critical issues entrusted to independent Directors, such as:

•	the integrity of our financial statements;
•	CEO and senior management compensation;
•	CEO and senior management succession planning;
•	the election of our Lead Independent Director;
•	membership of our independent Committees;
•	Board, Committee, and Director evaluations; and
•	nominations of Directors.

HALLIBURTON | 2021 Proxy Statement

Members of the Committees of Our Board of Directors

	Audit	Compensation	Health, Safety and	Nominating and Corporate
Name	Committee	Committee	Environment Committee	Governance Committee
Abdulaziz F. Al Khayyal

SEC Form DEF 14A filed by Halliburton Company