DEF 14A 1 lhal2022-def14a.htm HALLIBURTON CO - DEF 14A HALLIBURTON CO - DEF14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

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

HALLIBURTON

(Name of Registrant as Specified in Its Charter)

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

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

To Our Valued Shareholders:

April 5, 2022

Dear Fellow Shareholders:

On behalf of our Board of Directors, management team, and more than 40,000 employees, thank you for your investment in Halliburton.

Energy markets in 2021 demonstrated the importance of oil and gas to fueling economic recovery and to sustaining the quality of life for people everywhere. Halliburton’s value proposition, core competencies, and service delivery play a vital role in the reliability, affordability, and sustainability of oil and gas for a growing world population. Halliburton also delivered technology to help reduce emissions for ourselves and our customers while enabling future low carbon technology through our cleaner and more affordable energy accelerator, Halliburton Labs.

In 2021, oil and gas demand accelerated, marking the beginning of an energy upcycle. Halliburton’s solid strategy execution delivered outperformance in every part of our business – safety, service quality, and financial results. Our clear strategy to deliver profitable international growth, maximize cash flow in North America, deploy new digital and automation technology, increase capital efficiency, and advance a sustainable energy future drove our financial outperformance, and created value for our shareholders.

Our refreshed shareholder outreach efforts made sure we met with and heard from you about Halliburton and our performance. During 2021, we communicated with shareholders collectively representing approximately 60% of our outstanding shares and held face-to-face video calls with shareholders representing about 40% of our shares. Our Compensation Committee Chair, Murry Gerber or Lead Independent Director, Bob Malone attended these calls, along with members of senior management. That outreach also included engagement with the two largest proxy advisors, ISS and Glass Lewis. The information each of you shared with us is integral to the Board’s decision-making process and your views help inform our Company’s policies, practices, and disclosures.

Your vote is important regardless of how many shares you own. Whether or not you plan to attend our annual meeting on May 18, 2022, at our corporate offices in Houston, Texas, please review the proxy materials and vote as soon as possible. You may do so by phone, online, or if you received a paper proxy, through the mail. See the Notice of Annual Meeting for instructions on how to vote.

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

Sincerely,



Jeffrey A. Miller Chairman, President and CEO		Robert A. Malone Lead Independent Director

Table of Contents

Letter from the Chairman, President and CEO and Lead Independent Director

Notice of Annual Meeting of Shareholders		1

Proxy Statement Summary		2
2021 Strategic Priorities		2
2021 Performance Overview		2
Our 2022 Board Nominees		3
Our 2021 Named Executive Officers		3
Our Executive Compensation Program		4
Our Year-round Shareholder Engagement		5

Corporate Governance		6
Corporate Governance Guidelines and Committee Charters		6
Code of Business Conduct		6
Related Persons Transactions Policy		6

The Board of Directors and Standing Committees of Directors		7
Board Leadership		7
Board and Committee Oversight		8
Members of the Committees of Our Board of Directors		10
Board Attendance		10
Evaluation of Board and Director Performance		11
Shareholder Nominations of Directors		12
Qualifications of Directors		12
Board Refreshment		13
Shareholder Engagement		13
Communication to the Board		14

Proposal No. 1 Election of Directors		15
Information about Nominees for Director		17

Directors’ Compensation		21
Directors’ Fees		21
Directors’ Equity Awards		21
Directors’ Deferred Compensation Plan		21
Directors’ Stock Ownership Requirements		22
Director Clawback Policy		22
Matching Programs		22
2021 Director Compensation		23

Stock Ownership Information		25
Delinquent Section 16(a) Reports		25
Stock Ownership of Certain Beneficial Owners and Management		25

Proposal No. 2 Ratification of Selection of Principal Independent Public Accountants		27

Audit Committee Report		28

Fees Paid to KPMG LLP		29

Proposal No. 3 Advisory Approval of Executive Compensation		30

Compensation Committee Report		30

Compensation Discussion and Analysis		31
Compensation Committee Letter		31
Enhancing Our Shareholder Outreach and Board Activity		32
Straight from the Boardroom: Talking with Murry S. Gerber		33
2021 CEO Compensation Overview		35
2021 Performance Overview		38
The Foundation of Our Executive Compensation Program		40
Setting Executive Compensation		42
2021 Executive Compensation Outcomes in Detail		44
Other Executive Benefits and Policies		49

Executive Compensation Tables		53
Summary Compensation Table		53
Supplemental Table: All Other Compensation		54
Grants of Plan-Based Awards in Fiscal 2021		56
Outstanding Equity Awards at Fiscal Year End 2021		57
2021 Option Exercises and Stock Vested		59
2021 Nonqualified Deferred Compensation		59
Employment Contracts and Change-in-Control Arrangements		60
Post-Termination or Change-in-Control Payments		61

Equity Compensation Plan Information		64

CEO Pay Ratio		64

General Information		65

Additional Information		66
Involvement in Certain Legal Proceedings		66
Advance Notice Procedures and Shareholder Proposals		66
Proxy Solicitation Costs		66

Other Matters		67

Directions to the Halliburton Annual Meeting of Shareholders		68

www.halliburton.com		HALLIBURTON \| 2022 Proxy Statement	ii

1.	To elect the eleven 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, 2022.
3.	To consider and act upon advisory approval of our executive compensation.
4.	To transact any other business that properly comes before the meeting or any adjournment or adjournments of the meeting.


You can vote by any of the following methods:


INTERNET www.proxyvote.com until 11:59 p.m. Eastern Daylight Time on May 17, 2022	BY TELEPHONE until 11:59 p.m. Eastern Daylight Time on May 17, 2022	BY MAIL Completing, signing, and returning your proxy or voting instruction card before May 18, 2022	IN PERSON at the annual meeting

	Board Vote Recommendation	Page Reference
Election of Directors	FOR Each Nominee	15
Ratification of Selection of Principal Independent Public Accountants	FOR	27
Advisory Approval of Executive Compensation	FOR	30

•	International: We are stronger technically, geographically, and organizationally; we see an unfolding activity recovery and are well positioned to drive profitable growth internationally.
•	North America: As operators increase their activity levels to achieve maintenance level production, the operating leverage we have created in North America should allow us to increase our operating profits and cash flows.
•	Digital: We are positioned to accelerate the deployment and integration of digitally enabled technologies, both internally and for our customers.
•	Capital efficiency: We plan to advance technologies and make strategic choices that lower our capital expenditure profile.
•	Sustainable energy: We will play an active role in advancing cleaner, affordable energy solutions.

•	Financial: Internationally we delivered profitable growth with revenue and operating income increasing every quarter in 2021. In North America, strong operating leverage allowed us to maximize the value of our business as U.S. land activity rebounded. Overall, our Completion and Production and Drilling and Evaluation operating segments finished the year with 15% and 12% operating margins, respectively, and generated strong cash flows from operations.
•	Digital: Our accelerated deployment and integration of digitally enabled technologies created technical differentiation in the market and contributed to our higher margins.
•	Capital efficiency: We advanced technologies and made strategic choices that kept our capital expenditures to 5.2% of revenue, which is in the range of our 5-6% of revenue target.
•	Sustainable energy: We announced our science-based emission reduction targets, added eleven new participating companies to Halliburton Labs, our clean energy accelerator, and were named to the Dow Jones Sustainability Index North America for Energy Equipment and Services, which highlights the top 10% most sustainable North America companies in identified industries as determined by S&P Global through their Corporate Sustainability Assessment.

Name	Age	Occupation
Abdulaziz F. Al Khayyal	68	Retired director and Senior Vice President of Industrial Relations of Saudi Aramco
William E. Albrecht	70	President of Moncrief Energy, LLC
M. Katherine Banks	62	President, Texas A&M University
Alan M. Bennett	71	Retired President and Chief Executive Officer of H&R Block, Inc.
Milton Carroll	71	Retired Executive Chairman of the Board of CenterPoint Energy, Inc.
Earl M. Cummings	57	Managing Partner of MCM Houston Properties, LLC and Chief Executive Officer of BTS Team, Inc.
Murry S. Gerber	69	Retired Executive Chairman of the Board of EQT Corporation
Robert A. Malone	70	Executive Chairman, President and Chief Executive Officer of First Sonora Bancshares, Inc.
Jeffrey A. Miller	58	Chairman of the Board, President and Chief Executive Officer of Halliburton
Bhavesh V. (Bob) Patel	55	Chief Executive Officer of W. R. Grace
Tobi M. Edwards Young	46	Senior Vice President, Global Privacy, Government Affairs, and Chief Regulatory Attorney of Cognizant Technology Solutions

•	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.

	Reward Element	Objective	Key Features	How Award Value is Determined	2021 Decisions
FIXED	Base Salary	Compensates executives based on their responsibilities, experience, and skillset.	Fixed element of compensation paid in cash.	Benchmarked against a group of comparably sized corporations and industry peers.	Effective January 1, 2021, base salaries were reinstated to pre-reduction January 1, 2020 levels.
AT RISK	Short-Term (Annual) Incentive	To motivate and incentivize performance over a one-year period.	Award value and measures are reviewed annually. Targets are set at the beginning of the period.	Performance measured against: • 75% NOPAT • 25% Asset Turns	Award values were targeted at the market median for 2021. Additionally, split year performance goals consisting of two six-month performance periods were established to address the challenge with setting full year performance goals in an uncertain market environment.
AT RISK	Long-Term Incentives	To motivate and incentivize sustained performance over the long-term. Aligns interests of our NEOs with long-term shareholders.	Value is delivered: • 70% performance units measured over three years (1/2 in stock; 1/2 in cash) with relative TSR modifier • 30% restricted stock	The 2021 performance units measured against ROCE performance relative to performance peers and includes a relative TSR modifier. Restricted stock grants have time-based vesting and value is driven by our share price.	Award values were targeted at the market median for 2021.

•	In 2021, independent Board members offered off-season meetings to 34 of our top shareholders representing 60% of our shares.
•	A refreshed shareholder presentation highlighted the latest information about our Board oversight and corporate governance; executive compensation program; health, safety, and environment (HSE) performance and strategies; diversity, equity, and inclusion (DE&I) performance and strategies; and our approach to energy transition.
•	Board members and management conducted video conferences with 18 shareholders representing about 40% of our shares and with the two largest proxy advisors, Institutional Services Shareholder (ISS) and Glass Lewis.
•	Participants included Murry Gerber, Chair of the Compensation Committee or Bob Malone, Lead Independent Director, and senior management.
•	Also, our senior management and Investor Relations team participated in 13 sell-side conferences, three non-deal roadshows, and approximately 300 investor meetings that are all part of our ongoing shareholder outreach cadence.
•	Our senior management and directors presented shareholder feedback to the full Board of Directors for discussion. As a result of these engagements and Board consideration of investor feedback, we enhanced Board governance and included ESG-related metrics in our annual incentive plan effective January 1, 2022.

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

•	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.

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

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

	•	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.

Name	Audit Committee	Compensation Committee	Health, Safety and Environment Committee	Nominating and Corporate Governance Committee
Abdulaziz F. Al Khayyal
William E. Albrecht
M. Katherine Banks
Alan M. Bennett
Milton Carroll
Earl M. Cummings^#
Murry S. Gerber
Patricia Hemingway Hall*
Robert A. Malone
Jeffrey A. Miller
Bhavesh V. Patel
Tobi M. Edwards Young^#

*	Ms. Hemingway Hall has decided not to stand for re-election to the Board, due solely to a personal decision related to health and travel issues associated with the continuing COVID-19 pandemic and endemic, and will continue as a Director until her term ends on May 18, 2022.
#	Ms. Young and Mr. Cummings both joined the Board in February 2022 and will be appointed to Committees of the Board in May 2022.

Audit Committee	8
Compensation Committee	5
Health, Safety and Environment Committee	4
Nominating and Corporate Governance Committee	4

	•	high personal and professional ethics, integrity, and values;
	•	an inquiring and independent mind; and
	•	practical wisdom and mature judgment;

•	Broad training and experience at the policy-making level in business, government, education, or technology;
•	Expertise that is useful to us and complementary to the background and experience of other Board members, so that an optimum balance of experience and expertise of members of the Board can be achieved and maintained;
•	Willingness to devote the required amount of time to carry out the duties and responsibilities of Board membership;
•	Commitment to serve on the Board for several years to develop knowledge about our business;
•	Willingness to represent the best interests of all of our shareholders and objectively evaluate management performance; and
•	Involvement only in activities or interests that do not create a conflict with the Director’s responsibilities to us and our shareholders.

To Our Valued Shareholders:

Notice of Annual Meeting of Shareholders to be held May 18, 2022

Proxy Statement Summary

2021 Strategic Priorities

2021 Performance Overview (pages 38-39)

Our 2022 Board Nominees (pages 17-20)

Our 2021 Named Executive Officers (page 40)

Our Executive Compensation Program (pages 31-63)

Our Year-round Shareholder Engagement (page 13)

Corporate Governance

Corporate Governance Guidelines and Committee Charters

Code of Business Conduct

Related Persons Transactions Policy

The Board of Directors and Standing Committees of Directors

Board Leadership

Board and Committee Oversight

Members of the Committees of Our Board of Directors

Board Attendance

Evaluation of Board and Director Performance

Shareholder Nominations of Directors

Qualifications of Directors

Board Refreshment

Shareholder Engagement

Communication to the Board

Proposal No. 1 Election of Directors

Information about Nominees for Director

Notice of Annual Meeting
of Shareholders to be held
May 18, 2022

•	required or advisable in connection with any governmental investigation or report;
•	in the interests of Halliburton, consistent with the goals of our Code of Business Conduct; or
•	required or advisable in our legal defense of a matter.

ABDULAZIZ F. AL KHAYYAL
Age 68 Director since: 2014 INDEPENDENT	Professional Experience: • Retired director and Senior Vice President of Industrial Relations of Saudi Aramco (the world’s largest producer of crude oil), where he held multiple senior roles over a career spanning from 1981 to 2014 • Saudi Aramco roles included: member of general management, Vice President of Sales and Marketing, Vice President of Employee Relations and Training, Vice President of Corporate Planning, Senior Vice President of International Operations, and Senior Vice President of Refining, Marketing and International
	Skills and Expertise: The Board determined that Mr. Al Khayyal should be nominated for election as a Director because of his exceptional knowledge of the energy industry, including significant international industry experience, a thorough understanding of the geopolitics of the oil and gas business, and executive experience with the world’s largest producer of crude oil.
	Other Company Directorships:	Former Directorships in the Past 5 Years:
	• Marathon Petroleum Corporation (since 2016)	• None

WILLIAM E. ALBRECHT
Age 70 Director since: 2016 INDEPENDENT	Professional Experience: • President of Moncrief Energy, LLC (a private oil and gas operator) since 2021 • Non-Executive Chairman of the Board of California Resources Corporation from 2016 to 2020 • Executive Chairman of the Board of California Resources Corporation from 2014 to 2016 • Vice President of Occidental Petroleum Corporation from 2008 to 2014 • President of Oxy Oil & Gas, Americas from 2012 to 2014
	Skills and Expertise: The Board determined that Mr. Albrecht should be nominated for election as a Director because of his extensive experience in the domestic oil and natural gas industry and executive experience with a public oil and gas exploration and production company and an international offshore drilling company. Additionally, Mr. Albrecht’s expertise in the field of engineering gives him technical understanding of Halliburton’s business and customers.
	Other Company Directorships:	Former Directorships in the Past 5 Years:
	• Chairman of the Board and director of Laredo Petroleum, Inc. (since 2020)	• Chairman of the Board and director of Rowan Companies plc (2015-2019)
		• California Resources Corporation (2014-2020)
		• Lead Independent Director of Valaris Inc. (2019-2021)

M. KATHERINE BANKS
Age 62

SEC Form DEF 14A filed by Halliburton Company