DEF 14A 1 lslb2022_def14a.htm SCHLUMBERGER LIMITED/NV - DEF 14A SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED) - DEF 14A

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 2022 Annual General Meeting of Stockholders

	ITEMS OF BUSINESS
	1.	Election of 11 director nominees.
	2.	Advisory “say-on-pay” approval of our executive compensation.
	3.	Approval of certain annual financial statements for the year ended December 31, 2021.
	4.	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 24, 2022

Wednesday, April 6, 2022

10:00 a.m. Curaçao time

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

RECORD DATE

February 9, 2022

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 see which voting methods are available to you. Stockholders with shares registered in their names with Schlumberger’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 Schlumberger 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 cannot vote on Items 1 and 2 without your instructions.

IMPORTANT INFORMATION REGARDING MEETING ATTENDANCE

Depending on the level of COVID-19 protocols in effect at the time, your ability to attend the 2022 Annual General Meeting of Stockholders (“2022 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 STOCKHOLDERS TO BE HELD ON APRIL 6, 2022:

This Notice and Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and our 2021 Annual Report to Stockholders are each available free of charge at https://investorcenter.slb.com and www.proxydocs.com/SLB.

Table of Contents

Proxy Executive Summary	4
Voting at the 2022 Annual General Meeting	4
2021 Performance and Strategy Highlights	5
Our Board Nominees	6
Governance Highlights	6
Board Refreshment	7
Leader in Global Diversity	7
2021 Executive Compensation Highlights	9

Forward-Looking Statements	10

ITEM 1. Election of Directors	11
Director Qualifications and Diversity	11
Our Director Nominees	14

Corporate Governance	20
Proactive Stockholder Engagement	20
Independent Chairman of the Board	20
Board Oversight of Risk Management	21
Board Oversight of Sustainability	22
Director Independence	22
Board and Committee Evaluations	23
Director Orientation and Education	23
Process for Selecting New Directors	23
Board Committees	24
Board Attendance	25
Corporate Governance Guidelines	25
Code of Conduct	25
Certain Relationships and Related Person Transactions	25
Communicating with Our Board	25

Director Compensation	26

Stock Ownership Information	28

ITEM 2. Advisory Approval of Our Executive Compensation	30
Compensation Committee Report	30

Compensation Discussion and Analysis	31
Executive Overview	32
Overview of Compensation Decisions for 2021	33
CEO Pay Summary	34
Framework for Setting 2021 Executive Compensation	34
Elements of 2021 Total Direct Compensation	38
Other Aspects of Our Executive Compensation Program	49
Executive Compensation Governance	51

Executive Compensation Tables	54
Summary Compensation Table	54
Grants of Plan-Based Awards in 2021	55
Outstanding Equity Awards at Year-End 2021	56
Option Exercises and Stock Vested in 2021	58
Pension Benefits	58
Nonqualified Deferred Compensation	60
Potential Payments Upon Termination or Change in Control	61
Equity Compensation Plan Information	63
CEO Pay Ratio	64

ITEM 3. Approval of Financial Statements and Dividends	65

ITEM 4. Ratification of Appointment of Independent Auditors for 2022	66
Audit Committee Report	67

Meeting Information	68

Other Information	70

Appendix A	A-1

Schlumberger Limited 2022 Proxy Statement

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Proxy Executive Summary

This summary highlights information contained elsewhere in this proxy statement, but it does not contain all of the information that you should consider. You should read this entire proxy statement carefully before voting. In addition, we are providing our 2021 Annual Report to Stockholders concurrently with this proxy statement. You should refer to its contents in considering agenda Item 3.

All references in this proxy statement to “the Company,” “Schlumberger,” “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 stockholders on or about February 24, 2022.

Voting at the 2022 Annual General Meeting (pages 68–69)

The 2022 AGM will be held at the Curaçao Marriott Beach Resort, John F Kennedy Boulevard, 3, Piscadera Bay, Willemstad, Curaçao, on Wednesday, April 6, 2022 beginning at 10:00 a.m., Curaçao time.

Each stockholder of record at the close of business on February 9, 2022 (the “record date”) is entitled to one vote for each share registered in such stockholder’s name. If your shares are registered in your name with Schlumberger’s transfer agent, you may vote in person at the 2022 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 Schlumberger 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 2022 AGM in person, see “Meeting Information” beginning on page 68 for the requirements for admission to the meeting. Whether or not you plan to attend the 2022 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.	FOR each nominee	Majority of votes cast for the nominee	11

2	Advisory “say-on-pay” approval of our executive compensation.	FOR	Majority of votes cast	30

3	Approval of our consolidated balance sheet at December 31, 2021, our consolidated statement of income for the year ended December 31, 2021, and the declarations of dividends by our Board in 2021.	FOR	Majority of votes cast	65

4	Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent auditor for 2022.	FOR	Majority of votes cast	66

Schlumberger Limited 2022 Proxy Statement

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2021 Performance and Strategy Highlights

2021 was an exceptional year for Schlumberger, in which we demonstrated the strength and agility of our emergent strategy—rooted in operational execution, superior returns, and capital discipline. After two years of extraordinary industry, market, and social uncertainty, the Schlumberger team delivered a year of remarkable financial results, surpassing all of our 2021 financial targets and closing the year with excellent momentum.

Highlights of our 2021 financial performance, reflecting the success of our returns-focused strategy and execution, include:



Adjusted EBITDA⁽¹⁾ $4.925 billion	Free Cash Flow⁽²⁾ $2.997 billion	Revenue $22.9 billion

14% increase over 2020	110% increase over 2020	H2 2021 revenue increased 18% over H2 2020, excluding impact of divestitures


Adjusted EBITDA Margin 21.5%	Net Debt Reduced by $2.8 billion	Earnings per Share (GAAP) $1.32

Expanded 320 basis points year-on-year, achieving highest adjusted EBITDA margin level since 2018	Net debt to adjusted EBITDA ratio of 2.2x Lowest net debt level since 2016	Earnings per share, excluding charges and credits, was $1.28, an 88% increase over 2020

On the strength of these financial results, driven by excellent operational leverage as a result of our Performance Strategy and strong working capital management, we were able to reduce our net debt to adjusted EBITDA ratio from 3.2x to 2.2x year-on-year. At the same time, we achieved double-digit pretax operating margins in North America—the highest levels since 2014—and we expanded our international pretax operating margins to the highest levels since 2018.

The success of 2021 was built upon the continued growth of our strategic business pillars—strengthening our core, digital, and new energy—to deliver high performance sustainably.

In our Core business, we fully operationalized our returns-focused strategy through our new Division and Basin organization and high-graded business portfolio, which have significantly increased our operating leverage. As a result of our differentiated capabilities, exceptional execution, and technology performance, we enhanced our market positions and won significant project awards during the year. With increased operating leverage and our outstanding customer performance, we ended the year marking six consecutive quarters of pretax segment operating margin expansion.

In Digital, we expanded market access and accelerated the adoption of our platform, which brings our customers AI capabilities and powerful digital tools to reduce cycle time, improve performance, and lower carbon intensity. We built partnerships to achieve comprehensive cloud access globally, collaborated with AI innovators to deploy machine-learning and AI solutions, and enabled digital operations through the automation of key workflows in well construction and production operations.

In Schlumberger New Energy, we continued to advance the development of clean energy technologies and low-carbon projects. In 2021, we invested in stationary energy storage—expanding our total addressable market—and progressed our ventures in hydrogen, lithium, geoenergy, and a suite of carbon capture, utilization, and storage (“CCUS”) opportunities, including our bioenergy carbon capture and storage (“BECCS”) project.

2021 also saw continued excellence in Safety and Service Quality, as we successfully navigated the challenges of the ongoing pandemic to ensure continued execution and performance for our customers. Our total recordable injury frequency showed a 31% improvement since 2019, and we also improved our automotive accident rate by 30% compared to 2019. Furthermore, our service quality performance was the best on record, despite increasing activity coupled with ongoing pandemic and supply chain challenges.

This was also a pivotal year for Schlumberger’s commitment to Sustainability. We announced our comprehensive 2050 net-zero commitment inclusive of Scope 3 emissions—a first for the energy services sector—and we launched our Transition Technology* portfolio to focus on the decarbonization of oil and gas operations. In addition, Schlumberger earned an upgraded AA rating from MSCI, and won an ESG Top Performer award from Hart Energy, recognizing our sustainability efforts, our enhanced disclosures, and our commitment to apply our technologies and capabilities toward helping the world sustainably meet future energy demand.

In summary, 2021 was a defining and transformative year for Schlumberger. We continued to strengthen our core portfolio, while also enhancing our sustainability leadership, advancing our digital journey, and expanding our new energy portfolio.

As we enter 2022, Schlumberger is well prepared to seize the multiyear growth cycle ahead of us. We have entered this cycle in a position of strength, having reset our operating leverage, expanded peer-leading margins across multiple quarters, and aligned our technology and business portfolio with the new industry imperatives. We are truly excited about the outlook for Schlumberger—for continued financial outperformance, technology leadership, and growth opportunities in digital and clean energy innovation—to enable the world to unlock access to energy for the benefit of all.

(1)	Net income attributable to Schlumberger on a GAAP basis was $1.881 billion. Adjusted EBITDA reflects earnings before interest, taxes, depreciation and amortization, excluding charges and credits. For a reconciliation of adjusted EBITDA to net income attributable to Schlumberger on a GAAP basis, see Appendix A.
(2)	Cash flow from operations was $4.651 billion. For a reconciliation of free cash flow to cash flow from operations, see Appendix A.

*	Mark of Schlumberger.

Schlumberger Limited 2022 Proxy Statement

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Our Board Nominees (pages 13–19)


Peter Coleman Former Chief Executive Officer and Managing Director Woodside Petroleum Ltd.	Patrick de La Chevardière Former Chief Financial Officer Total S.A.	Miguel Galuccio Chairman and Chief Executive Officer Vista Oil & Gas	Olivier Le Peuch Chief Executive Officer Schlumberger


Samuel Leupold Former Chief Executive Officer Ørsted Wind Power A/S	Tatiana Mitrova Fellow SIPA Center on Global Energy Policy Columbia University	Maria Moræus Hanssen Former Deputy Chief Executive Officer and COO Wintershall Dea GmbH	Vanitha Narayanan Former Chairman and Managing Director IBM India


Mark Papa Former Chairman and Chief Executive Officer Centennial Resource Development	Jeff Sheets Former EVP and Chief Financial Officer ConocoPhillips	Ulrich Spiesshofer Former President and Chief Executive Officer ABB Ltd.

Governance Highlights (pages 20–25)

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

Newly formed New Energy and Innovation Committee, comprised solely of independent directors, to oversee our energy transition investments and other innovation

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 2021

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

Proactive stockholder engagement

No hedging or pledging of our stock by executives or directors

Robust director stock ownership guidelines (5x annual cash retainer) and executive stock ownership guidelines

No lobbying or making financial or in-kind contributions to political parties or candidates

Comprehensive risk assessment process designed to identify and manage enterprise-wide risks

Schlumberger Limited 2022 Proxy Statement

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Board Refreshment

Our Board of Directors (the “Board”) is committed to thoughtful board refreshment and ongoing board succession planning. All of our director nominees joined the Board within the last five years, bringing diverse and evolving experience and leadership skills in areas that are strategically important to the Company. The chart below reflects some of the key skills and experience of the non-employee directors who joined the Board over the past three years, 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 director nominee, see “Election of Directors” beginning on page 11 of this proxy statement.

Leader in Global Diversity

Global Perspectives. The diversity of our workforce has long been one of Schlumberger’s greatest strengths. Our employees represent more than 160 nationalities and have experience in more than 120 countries. We recognize that diversity and inclusion are not just the right thing to do—they are essential to attracting the best talent from around the world and enabling creativity and innovation to drive business success.

As a global company focused on creating value for our customers, we believe it is critical for our people to communicate with our customers in their native languages and to share the values of the people in the countries where we work. Furthermore, our diverse workforce positions us to effectively deliver services and products that meet the unique expectations and requirements of our stakeholders, including our customers, suppliers and stockholders. We have continued to maintain a workforce nationality mix aligned to the revenue derived from the countries in which we work, as reflected in the charts below.

Schlumberger Limited 2022 Proxy Statement

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In addition, our geographically diverse Board and 10-member executive team (as of December 31, 2021) collectively represented 15 nationalities across six continents, as reflected on the map below.

Gender. Gender balance is another important pillar of our diversity and inclusion strategy. We are committed to lead our industry in gender diversity and are on track to reach our interim milestone of having women comprise 25% of our salaried employee population by 2025. In 2021, we set our next milestone to continue our progress—for women to comprise 30% of our salaried employee population by 2030. This target includes executive roles and all other salaried positions.

As of December 31, 2021, women made up 30% of our executive team and approximately 22% of management-level roles. Approximately 18% of our total workforce and 23% of our salaried employee population were women at year-end 2021. Women also represented approximately 48% of our 2021 new hires for salaried roles with science, technology, engineering and mathematics (STEM) backgrounds. For the 2022 AGM, women represent 27% of our director nominees.


2021 WOMEN IN LEADERSHIP
27%	30%
Director Nominees	Executive Team

22%	48%
Management-Level Roles	New STEM Hires

Race and Ethnicity. As a truly global company with a rich legacy of national and cultural diversity, it is important that we do not limit our definitions of racial and ethnic diversity to the common classifications used in the United States, both for our executive team and for the Board. For further discussion regarding the racial and ethnic diversity of our Board, see “Election of Directors—Director Qualifications and Diversity” beginning on page 11 of this proxy statement.

Schlumberger Limited 2022 Proxy Statement

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2021 Executive Compensation Highlights (pages 30–64)

As more fully discussed in the “Compensation Discussion and Analysis” section of this proxy statement:

•

Redesigned LTI Program ─ We redesigned our long-term incentive (“LTI”) program to more closely align with our long-term strategy, publicly disclosed financial objectives, and total shareholder return (“TSR”). Under our 2021 LTI program, our named executive officers (“NEOs”) received a mix of four types of grants, equally weighted at target performance:

	•	25% Absolute FCF Margin Performance Share Units (“PSUs”): We replaced our previous free cash flow conversion rate metric, which was measured over a two-year period, with a metric that measures free cash flow margin over a three-year performance period.
	•	25% Relative TSR PSUs: We introduced PSUs based on a three-year relative TSR metric as a new element of our LTI program, and we set the target performance goal above median at the 60th percentile.
	•	25% Relative ROCE PSUs: We increased the rigor of the performance targets for our three-year ROCE (as defined below) metric by removing Weatherford from the ROCE comparator group, as Weatherford had underperformed the rest of the comparator group in recent years.
	•	25% Time-based RSUs: We introduced three-year, time-based restricted stock units (“RSUs”) as a new element of our LTI program, to promote stability and retention of our executive team.

	•	NEO Cash Compensation Structure Unchanged ─ We held base salaries flat for all NEOs, and we did not increase the target annual cash incentive opportunity, as a percentage of base pay, for any of our NEOs. We also continued to tie 70% of our NEOs’ target annual cash incentive opportunity to full-year adjusted EBITDA and cash flow generation goals to ensure our executives were focused on profitable, sustainable growth.
	•	CEO Compensation Program Unchanged ─ The target value of our CEO’s 2021 total direct compensation places him at approximately the 50th percentile among CEOs in our general industry peer group. We did not increase any element of our CEO’s 2021 target total direct compensation as compared to 2020. For details regarding our CEO’s compensation, see “Compensation Discussion and Analysis—CEO Pay Summary” on page 34.
	•	ESG Objectives for All NEOs ─ Every NEO had at least one strategic personal objective related to sustainability, new energy, or health, safety and environmental (“HSE”) goals.

Below is a summary of some of our executive compensation best practices and policies.

WHAT WE DO

WHAT WE DON’T DO

At Risk Pay ─ A significant portion of our executives’ compensation is at risk, based on a mix of absolute and relative financial metrics.

Performance-Based Cash Incentive Awards ─ At least 70% of our executives’ target annual cash incentive opportunity is based on achieving rigorous quantitative Company financial goals.

Clawback Policy ─ Our compensation clawback policy and the terms of our LTI grants allow our Board to recover performance-based cash and equity awards in specified instances.

Robust Stock Holding Requirements ─ Our CEO is required to own an amount of Schlumberger stock valued at six times (6x) his annual base salary; our EVPs must own at least three times (3x) their annual base salaries; and all other executive officers must own at least two times (2x) their annual base salaries.

Mandatory Retention of Shares ─ Executives must retain 50% of the net shares they acquire upon the exercise of stock options and the vesting of PSUs and RSUs, until they achieve the required ownership level under our stock ownership guidelines.

Annual Peer Compensation Review ─ We annually review all officer compensation opportunities against our peer groups.

No gross-ups on excise taxes.

No repricing or exchanging options without stockholder approval.

No hedging or pledging of Schlumberger stock by executive officers or directors.

No LTI or annual cash incentive payouts if we fail to achieve preestablished minimum performance criteria.

No excessive perquisites to our executive officers.

No executive pension or insurance plans exclusively for executive officers.

No change-in-control agreements, and no automatic acceleration of equity awards upon a change in control.

PSUs and RSUs do not accrue or pay dividends or dividend equivalents or have voting rights prior to vesting.

We do not dilute our stockholders with excessive employee equity grants. Our 2021 “burn rate,” or stock awards granted as a percentage of common shares outstanding, was only 0.58%.

Schlumberger Limited 2022 Proxy Statement

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Forward-Looking Statements

This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain, and actual results or outcomes could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2021 Annual Report on Form 10-K.

Forward-looking and other statements in this proxy statement regarding our environmental, social, governance (“ESG”) and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission (“SEC”). In addition, historical, current, and forward-looking ESG and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Schlumberger Limited 2022 Proxy Statement

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ITEM 1. Election of Directors

All of our directors are elected annually at our annual general meeting of stockholders. We recommend that you vote “FOR” each of the 11 director nominees, to be elected to serve until our 2023 AGM (or until their death, resignation or removal). Each of the nominees is currently a director.

Henri Seydoux will not stand for re-election at our annual general meeting of stockholders. Our Board extends gratitude to Mr. Seydoux for his 13 years of service as a member of the Board.

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

At the 2022 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 will be voted, if authority to do so is not withheld, for the election of each of the 11 nominees named under “—Our Director Nominees” below.

The Board of Directors Recommends a Vote FOR Each Director Nominee.

Director Qualifications and Diversity

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

• be persons of integrity and honesty,

• be able to exercise sound, mature and independent business judgment in the best interests of our stockholders as a whole,

• be recognized leaders in business or professional activity,

• have background and experience that will complement those of other Board members,

• be willing and able to actively participate in Board and committee meetings and related activities,

• be able to work professionally and effectively with other Board members and Schlumberger management,

• be available to remain on the Board long enough to make an effective contribution, and

• have no material relationship with competitors, customers or other third parties that could present realistic possibilities of conflicts of interest or legal issues.

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 the Company, as required by our Corporate Governance Guidelines. In addition, there are no family relationships among any executive officers and directors of the Company.

Board Diversity Policy

The Nominating and Governance Committee also supports the Company’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 13, our 11 director nominees represent ten nationalities across five continents, and three directors are women.

Race and Ethnicity

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 on page 13 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 13. In keeping with international data privacy laws, we have not included racial or ethnic information for director nominees who did not authorize disclosure.

Schlumberger Limited 2022 Proxy Statement

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Retirement Age

Under our Corporate Governance Guidelines, non-employee directors are eligible to be nominated or renominated to the Board up to their 70^thbirthday, and executive directors are eligible to be nominated or renominated up to their 65^thbirthday, after which directors may no longer be nominated or renominated to the Board. Our Board may waive this policy on a case-by-case basis on the recommendation of the Nominating and Governance Committee if it deems a waiver to be in the best interests of the Company.

Under the leadership of Mr. Papa, the Board’s independent Chairman, the Board has undergone significant refreshment and transition over the past several years. As discussed above under “Proxy Executive Summary—Board Refreshment,” five new directors joined the Board in 2020 and 2021, expanding our Board’s overall expertise in the areas of sustainability, new energy, and digital technologies and transformation. In addition, the average tenure of our director nominees is approximately two years. In light of these circumstances, and in order to allow for effective onboarding of the Board’s newest members, 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 our Company and our stockholders.

Summary of Director Nominee Skills and Characteristics

The chart on the following page 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 14 of this proxy statement. We believe our director nominees provide a well-rounded set of expertise to assist in effective oversight of Schlumberger management.

Schlumberger Limited 2022 Proxy Statement

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Summary of Director Nominee Skills and Characteristics

Substantial Knowledge, Skills and Experience

Current or former chief executive officer

SEC Form DEF 14A filed by Schlumberger N.V.