SCHLUMBERGER LIMITED DEF 14A 2014
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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Filed by a Party other than the Registrant ¨
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Schlumberger N.V. (Schlumberger Limited)
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Houston, Texas 77056
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NOTICE OF ANNUAL GENERAL MEETING OF STOCKHOLDERS
To Be Held April 9, 2014
February 12, 2014
The 2014 Annual General Meeting of Stockholders of Schlumberger Limited (Schlumberger N.V.) will be held at the Avila Beach Hotel, Penstraat 130, Willemstad, Curaçao, on Wednesday, April 9, 2014 at 10:00 a.m., Curaçao time, for the following purposes:
Action will also be taken on such other matters as may properly be brought before the meeting.
The close of business on February 19, 2014 has been fixed as the record date for the meeting. All holders of common stock of record at the close of business on that date are entitled to vote at the meeting.
By order of the Board of Directors,
ALEXANDER C. JUDEN
Please sign, date and promptly return the enclosed proxy card in the enclosed envelope, or grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting. Instructions are on your proxy card or on the voting instruction card included by your broker. Brokers cannot vote for Items 1 or 2 without your instructions.
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Stockholders to Be Held on April 9, 2014:
This proxy statement, along with the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and the Companys 2013 Annual Report to Stockholders, are available free of charge on the Companys website at http://investorcenter.slb.com.
TABLE OF CONTENTS
February 12, 2014
This proxy statement is furnished in connection with the solicitation by the Board of Directors of Schlumberger Limited (Schlumberger N.V.) (Schlumberger or the Company) of proxies to be voted at its 2014 annual general meeting of stockholders, which will be held at the Avila Beach Hotel, Penstraat 130, Willemstad, Curaçao, on Wednesday, April 9, 2014 beginning at 10:00 a.m., Curaçao time. To gain admittance to the meeting, stockholders of record and beneficial owners as of February 19, 2014 must present a passport or other government-issued identification bearing a photograph and, for beneficial owners, proof of ownership, such as the top half of the proxy card or voting instruction card that was sent to you with this proxy statement.
The approximate mailing date of this proxy statement is February 20, 2014. Business at the meeting is conducted in accordance with the procedures determined by the Chairman of the meeting and is generally limited to matters properly brought before the meeting by or at the direction of the Board of Directors or by a stockholder in accordance with specified requirements requiring advance notice and disclosure of relevant information. The Schlumberger 2013 Annual Report to Stockholders is provided concurrently with this proxy statement, and stockholders should refer to its contents in considering agenda Item 3.
Items to be Voted on at the Annual Meeting
The agenda for the 2014 annual general meeting includes the following items:
Record Date; Proxies
Each stockholder of record at the close of business on the record date, February 19, 2014, is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on with respect to each share registered in the stockholders name. A stockholder of record is a person or entity who held shares on that date registered in its name on the records of Computershare Trust Company, N.A. (Computershare), Schlumbergers stock transfer agent. Persons who held shares on the record date through a broker, bank or other nominee are considered beneficial owners.
Shares cannot be voted at the meeting unless the owner of record is present in person or is represented by proxy. Schlumberger is incorporated in Curaçao and, as required by Curaçao law, meetings of stockholders are held in Curaçao. Because many stockholders cannot personally attend the meeting, it is necessary that a large number be represented by proxy.
There are approximately 1,306,440,330 shares of Schlumberger common stock outstanding and entitled to vote.
Holders of at least one-half of the outstanding shares entitling the holders thereof to vote at the meeting must be present in person or by proxy to constitute a quorum for the taking of any action at the meeting.
Votes Required to Adopt Proposals
To be elected, director nominees must receive a majority of votes cast (the number of votes cast for a director nominee must exceed the number of votes cast against that nominee). Approval of each of the other matters on the agenda also requires the affirmative vote of the majority of votes cast.
Effect of Abstentions and Broker Non-Votes
Abstentions and proxies submitted by brokers that do not indicate a vote because they do not have discretionary voting authority and have not received instructions from the beneficial owner of the shares as to how to vote on a proposal (so-called broker non-votes) will be considered as present for quorum purposes. If a quorum is not present at the meeting, the Board may call a second general meeting of stockholders, at which the quorum requirement will not apply.
Brokers holding shares must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers may in some cases vote the shares in their discretion. However, the New York Stock Exchange (the NYSE) precludes brokers from exercising voting discretion on certain proposals without specific instructions from the beneficial owner, as follows:
Discretionary Items. Under NYSE rules, brokers will have discretion to vote on Items 3 (financial statements) and 4 (appointment of auditors) without instructions from the beneficial owners.
Nondiscretionary Items. Brokers cannot vote on Items 1 (election of directors) or 2 (advisory vote to approve executive compensation) without instructions from the beneficial owners. Therefore, if your shares are held in street name by a broker and you do not instruct your broker how to vote on the election of directors or the advisory vote to approve executive compensation, your broker will not be able to vote for you on those matters.
Abstentions and broker non-votes will not be tabulated in determining the outcome of the vote on the election of directors or on any of the other proposals.
Stockholders with shares registered in their names with Computershare and participants who hold shares in the Schlumberger Discounted Stock Purchase Plan may authorize a proxy:
The internet and telephone voting facilities for stockholders of record will close at 11:59 p.m. Eastern time on Tuesday, April 8, 2014. The internet and telephone voting procedures have been designed to authenticate stockholders and to allow you to vote your shares and to confirm that your instructions have been properly recorded.
A number of banks and brokerage firms participate in programs that also permit beneficial stockholders to direct their vote by the internet or telephone. If shares are held in an account at a bank or brokerage firm that participates in such a program, beneficial stockholders may direct the vote of these shares by the internet or telephone by following the instructions on the voting form.
By providing your voting instructions promptly, you may save the Company the expense of a second mailing.
All shares entitled to vote and represented by properly executed proxies received prior to the meeting and not revoked will be voted at the meeting in accordance with your instructions. If you are a stockholder with shares registered in your name with Computershare and you submit a properly executed proxy card but do not direct how to vote on each item, the persons named as proxies will vote as the Board recommends on each proposal.
Changing Your Vote or Revoking Your Proxy
If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the polls close by timely delivery of a properly executed, later-dated proxy (including an internet or telephone vote) or by voting by ballot at the meeting. If you hold shares through a broker, bank or other nominee, you must follow the instructions of your broker, bank or other nominee to change or revoke your voting instructions.
ITEM 1. ELECTION OF DIRECTORS
All of our directors are elected annually at our annual general meeting of stockholders. Our stockholders are requested to elect a Board of Directors of 11 members, each to hold office until the next annual general meeting of stockholders and until a directors successor is elected and qualified or until a directors death, resignation or removal. Each of the nominees is now a director and was previously elected by the stockholders at the 2013 annual general meeting, except for Ms. Kempston Darkes, who is not currently a director. All of the nominees for election have consented to being named in this proxy statement and to serve if elected. If any nominee is unable or unwilling to serve, the Board of Directors may designate a substitute nominee or reduce the size of the Board of Directors. If the Board designates a substitute nominee, proxies may be voted for that substitute nominee. The Board knows of no reason why any nominee will be unable or unwilling to serve if elected.
Our Corporate Governance Guidelines provide that non-executive directors are eligible to be nominated for re-election up to their 70th birthday, and executive directors are eligible to be nominated for re-election up to their 65th birthday. However, on the recommendation of the Nominating and Governance Committee, the Board may make case-by-case exceptions if it deems such exception to be in the best interests of the Company. In July 2013, the Board of Directors, on the recommendation of the Nominating and Governance Committee, agreed to nominate Tony Isaac, 72, our current non-executive Chairman of the Board, for re-election to the Board.
Having reached the normal retirement age of 70 under our Corporate Governance Guidelines, Adrian Lajous will not be standing for re-election at our annual meeting. Our Board extends gratitude to Mr. Lajous for 12 years of service. As a result of Mr. Lajous retirement, and assuming the election of all director nominees, the size of the Board will remain at 11.
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 below.
Each director nominee must receive a majority of the votes cast to be elected. If you hold your shares in street name, please be aware that brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote on this proposal.
Recommendation of the Board
The Board of Directors Recommends a Vote FOR All Nominees.
The Board believes that each director nominee possesses the qualities and experience that the Nominating and Governance Committee believes that nominees should possess, as described in detail below in the section entitled Corporate GovernanceDirector Nominations. The Board seeks out, and the Board is comprised of, individuals whose background and experience complement those of other Board members. The nominees for election to the Board, together with biographical information furnished by each of them and information regarding each nominees director qualifications, are set forth below. There are no family relationships among executive officers and directors of the Company.
New Director Nominee
MAUREEN KEMPSTON DARKES, 64, retired, was Group Vice President and President Latin America, Africa and Middle East, of General Motors Corporation, an automotive manufacturer, from January 2002 until her retirement in December 2009, and was a member of the General Motors Automotive Strategy Board from
January 2002 to December 2009.1 Ms. Kempston Darkes has been a director of Enbridge Inc., a leading energy transportation and distribution company, since November 2010, and is a member of its corporate social responsibility and its human resources and compensation committees. She also is a member of the board of directors of Brookfield Asset Management Inc., a global asset management company (since April 2008), where she chairs the risk management committee and is a member of its resources and compensation committee; Balfour Beatty plc, an infrastructure services company (since July 2012), where she chairs the business practices committee and is a member of the nomination committee; and Canadian National Railway Company (since 1995), where she chairs the environment, safety and security committee, and is a member of the audit, human resources/compensation and strategic planning committees. The Board believes that it will benefit greatly from Ms. Kempston Darkes extensive automotive industry experience, as the Company continues to focus on product reliability and execution. The Board further believes that she will bring proven leadership abilities and experience in Latin America, Africa and the Middle East, enabling her to make valuable contributions to the Board. The Board also believes that it will benefit greatly from Ms. Kempston Darkes audit committee experience and financial expertise.
PETER L.S. CURRIE, 57, has been a director of the Company since 2010. Since April 2004, Mr. Currie has been President of Currie Capital LLC, a private investment firm. Mr. Currie is the Lead Independent Director at Twitter, Inc., where he chairs both the audit committee and the nominating and governance committee, having served on its board since November 2010. From 2006 to 2010, he was a director of Sun Microsystems, a network computing infrastructure product and service company, and a member of its audit committee. Mr. Currie also was a director of Clearwire Corporation, a wireless internet service provider, from 2005 to June 2011. Mr. Currie also is a director at several private companies. Mr. Currie brings to the Board strong financial and operational expertise as a result of his extensive board and committee experience at both public and private companies; experience as Chief Financial Officer of two public companies (McCaw Cellular Communications Inc. and Netscape Communications Corp.); and experience in senior operating positions in investment banking, venture capital and private equity.
TONY ISAAC, 72, retired, has been a director of the Company since 2003, and is the non-executive Chairman of the Board. He was the former Chief Executive of The BOC Group plc, an international group with three business segments consisting of Gases and Related Products, Vacuum Technology and Supply Chain Solutions, from September 1999 to October 2006, when he retired. Since 2006, Mr. Isaac has been the senior non-executive director of the Hogg Robinson Group, a corporate travel services company, where he serves on its remuneration and nomination committees, and is chairman of its audit committee. From October 2000 to July 2013, he served on the board of GDF SUEZ Energy International (formerly known as International Power plc), an independent power producer, and was chairman of its audit committee from February 2011 to August 2012. Mr. Isaac brings to the Board extensive experience serving on boards of large, multinational companies. As a former chief executive, Mr. Isaac also has valuable experience in the operation of a worldwide business faced with a myriad of international business and political issues. The Board believes that Mr. Isaacs experience as senior non-executive director of all boards on which he has served makes him a highly effective non-executive Chairman of the Board, and for these reasons the Board decided to nominate Mr. Isaac for an additional term as a member of the Schlumberger Board.
K. VAMAN KAMATH, 66, has been a director of the Company since 2010. He has been the non-executive Chairman of the Board of ICICI Bank Limited, a banking institution, since May 2009, and was Managing Director and Chief Executive Officer of ICICI Bank Limited from 2002 to May 2009. He chairs its board governance, remuneration and nomination committee, as well as its credit, risk and customer service committees,
and is a member of its fraud monitoring, information technology strategy committee. Mr. Kamath was the non-executive Chairman of the Board at Infosys Limited, an information technology services company, from August 2011 to May 2013, and has been its Lead Independent Director since then, having served on Infosys board of directors since May 2009. Mr. Kamath also serves on Infosys audit committee and its management development and compensation committee. Mr. Kamath brings to the Board a deep understanding of India (a large and critical market for Schlumberger) and of Asia generally, both of which are of immense value to the Board. As a banker with more than 40 years experience, Mr. Kamath has extensive CEO experience and expertise in corporate finance, international banking, financial reporting, and mergers and acquisitions. Mr. Kamaths leadership abilities and experience in India and Asia enable him to make valuable contributions to the Board.
PAAL KIBSGAARD, 46, has been a director of the Company since 2011 and has served as Chief Executive Officer of the Company since August 2011. He was the Companys Chief Operating Officer from February 2010 to July 2011, and President of the Reservoir Characterization Group from May 2009 to February 2010. Prior to that, Mr. Kibsgaard served as Vice President, Engineering, Manufacturing and Sustaining, from November 2007 to May 2009, and as Vice President of Personnel from April 2006 to November 2007. Mr. Kibsgaard brings to the Board a thorough knowledge of the Companys operational activities worldwide as a result of his service in various global leadership positions in the Company. Mr. Kibsgaard has been with the Company since 1997, and began his career as a reservoir engineer. He has held numerous operational and administrative management positions within the Company in the Middle East, Europe and the U.S., and brings a valuable operational perspective to the Board. The Board believes that Mr. Kibsgaards service as Chief Executive Officer is an important link between management and the Board, enabling the Board to perform its oversight function with the benefit of his perspectives on the Companys business.
NIKOLAY KUDRYAVTSEV, 63, has been a director of the Company since 2007. Since June 1997, he has been the Rector of the Moscow Institute of Physics and Technology. In 2012, Mr. Kudryavtsev was elected chairman of the Board of Rectors of the City of Moscow and Moscow Region. Mr. Kudryavtsev brings to the Board valuable management and finance experience, as well as deep scientific and technological expertise. This provides the Board with valuable insight regarding the Company, its products and current technology, as well as the future technological needs of the Company and the industry. Mr. Kudryavtsev also provides the Board with a particularly valuable Russian vantage point, which is useful for both the development of the Companys business and understanding of the needs of the Companys growing population of Russian employees. The Board is aided immensely by Mr. Kudryavtsevs sensitivity to Russian culture and risk at the field level.
MICHAEL E. MARKS, 63, has been a director of the Company since 2005. He has been a Managing Partner of Riverwood Capital, LLC (formerly Bigwood Capital, LLC), a private equity firm, since March 2007. From 1994 to 2006, Mr. Marks served as the Chief Executive Officer of Flextronics, Inc., a leading producer of advanced electronic manufacturing services, and was a member of its board of directors from 1991 to 2008. He was appointed Chairman of the Board of Flextronics effective upon his retirement as Chief Executive Officer in 2006 and served in that role until 2008. Mr. Marks has been a director of SanDisk, a memory products company, since 2003 and became Chairman of its board in January 2011. He is also a member of its compensation committee and is chairman of its nominating and governance committee. From 2007 to 2010, he was a director at Sun Microsystems, a network computing infrastructure product and service company, and was a member of its audit committee. Until December 2010, Mr. Marks was a director of Calix (since 2009), a provider of broadband communications access systems and software. Mr. Marks brings to the Board his familiarity with world-class manufacturing from the field level to the boardroom based on his experience at Flextronics, a diversified global corporation with many of the same issues that Schlumberger faces. As a former chief executive and public company director at various other companies, Mr. Marks has been involved in succession planning, compensation, employee management and the evaluation of acquisition opportunities. Mr. Marks significant experience as a director at technology companies, as well as his mergers and acquisitions experience, are especially relevant to Schlumbergers technology-oriented business and growth strategy.
LUBNA S. OLAYAN, 58, has been a director of the Company since 2011. Since 1986, she has been the deputy chairperson and Chief Executive Officer of Riyadh-based Olayan Financing Company, the holding entity for The Olayan Groups operations in the Kingdom of Saudi Arabia and the Middle East. Ms. Olayan is a Principal of The Olayan Group (since 2001), a private multinational enterprise engaged in manufacturing, distribution and services. She is a member of the Board of Directors of Olayan Investments Company Establishment, the parent company of The Olayan Group. Since December 2004, she has been a director of Saudi Hollandi Bank, becoming the first woman to join the board of a Saudi publicly-listed company, and is a member of its executive committee and its nomination and remuneration committee. Ms. Olayan serves as a non-executive director and member of various corporate and advisory boards, such as Rolls Royce Group plc (since 2006), Akbank (since 2008) and the National Bank of Kuwait (since 2010). Ms. Olayan also serves on the boards of various non-governmental organizations, as well as of various educational institutions, including Cornell University and King Abdullah University of Science and Technology. Ms. Olayan served as a non-executive director of WPP plc, one of the largest communication services businesses in the world, from March 2005 to June 2012, and was a member of its nomination committee. Ms. Olayan brings to the Board proven leadership abilities and experience in Saudi Arabia and the Middle East, which enable her to make valuable contributions to the Board. Ms. Olayan also has extensive business experience in Saudi Arabia and the Middle East and a deep understanding of those areas, which are critical to the Company. The Board benefits from her extensive CEO experience and expertise in corporate finance, international banking, distribution and manufacturing. Ms. Olayan also brings a critical international perspective on business and global best practices. Ms. Olayans service on the Boards of Trustees of Cornell University and of King Abdullah University of Science and Technology, and her connections to the scientific community and experience in university relations, are also of great value to Schlumberger and its efforts in technology leadership and employee recruiting and retention.
LEO RAFAEL REIF, 63, has been a director of the Company since 2007. Since July 2012, Mr. Reif has been President of the Massachusetts Institute of Technology (MIT), having been MITs Provost, Chief Academic Officer and Chief Budget Officer from August 2005 to July 2012. Mr. Reif was head of the Electrical Engineering and Computer Science Department at MIT from September 2004 to July 2005, and an Associate Department Head for Electrical Engineering in the Department of Electrical Engineering and Computer Science at MIT from January 1999 to August 2004. Mr. Reif brings to the Board valuable management and finance expertise. As a scientist, he has deep scientific and technological expertise about the Companys products and current technology, as well as about anticipated future technological needs of the Company and the industry. The Board values Mr. Reifs connections to the U.S. scientific community, as well as his expertise in university relations and collaborations, which are of high importance to Schlumberger and its efforts in technology leadership and employee retention. Mr. Reif provides the Board with a critical U.S. scientific perspective, which is of immense value in the oversight of the Companys strategy.
TORE I. SANDVOLD, 66, has been a director of the Company since 2004. He has been executive Chairman of Sandvold Energy AS, an advisory company in the energy industry, since September 2002. Mr. Sandvold is a director of Rowan Companies plc (since 2013), a provider of international and domestic contract drilling services, where he serves on its audit committee and its health, safety and environment committee. He has also been a member of the board of directors of Teekay Corporation since 2003, a leading provider of international crude oil and petroleum product transportation services, where he is a member of its nominating and governance committee. From 2001 to 2002, Mr. Sandvold served as executive Chairman of Petoro AS, the Norwegian state-owned oil company. Mr. Sandvold brings to the Board experience working in the area of energy policy for approximately 40 years, and he has broad experience in developing domestic and international energy policies for Norway as a career civil servant. He also has extensive experience dealing with global energy institutions such as the Organization of the Petroleum Exporting Countries and the International Energy Agency, and in negotiating with global energy companies. Mr. Sandvold has finance experience and a solid understanding of business opportunities, both as concerns acquisition targets and the industry in general.
HENRI SEYDOUX, 53, has been a director of the Company since 2009. Since 1994, he has been Chairman and Chief Executive Officer of Parrot S.A., a global wireless products manufacturer. Mr. Seydoux is an entrepreneur
with great initiative. He founded Parrot S.A. in 1994 as a private company and took it public in 2007. As the chief executive of a dynamic and innovative technology company, Mr. Seydoux brings to the Board entrepreneurial drive and management skills. He also has family ties to the founding Schlumberger brothers, and having grown up in the Schlumberger family culture, is well placed to see that the Company continues its historical commitment to Schlumbergers core values. His service on the Board addresses the Companys need to preserve the Companys unique culture and history while fostering innovation.
The following are some highlights of our corporate governance practices and policies:
Board Independence; Committees Structure
Majority Voting; Stockholder Authority
Executive Stock Ownership Guidelines
Hedging and Pledging Policies
Corporate Governance Guidelines
Schlumberger is committed to adhering to sound principles of corporate governance and has adopted corporate governance guidelines that the Board believes are consistent with Schlumbergers values, and that promote the effective functioning of the Board, its committees and the Company. Our Board periodically, and at least annually, reviews and revises, as appropriate, our Corporate Governance Guidelines to ensure that they reflect the Boards corporate governance objectives and commitments. Our Corporate Governance Guidelines are on our website at http://www.slb.com/about/guiding_principles/corpgovernance/corpgov_guidelines.aspx.
Schlumbergers Corporate Governance Guidelines provide that at least a majority of the Board will consist of independent directors. This standard reflects the NYSE corporate governance listing standards.
Our Board has adopted director independence standards, which can be found in Attachment A to our Corporate Governance Guidelines, and which meet or exceed the independence requirements in the NYSE listing standards. Based on the review and recommendation by the Nominating and Governance Committee, the Board of Directors has determined that each current director and director nominee listed above under Election of Directors is independent under the listing standards of the NYSE and our director independence standards, except Mr. Kibsgaard, who is our CEO and therefore does not qualify as independent. The Board also previously determined that Elizabeth Moler, who served as director until the 2013 annual general meeting and did not stand for re-election, was independent.
In addition to the Board-level standards for director independence, each member of the Audit Committee meets the heightened independence standards required for audit committee members under the NYSEs listing standards, and each member of the Compensation Committee meets the heightened independence standards for compensation committee members under NYSE listing standards adopted last year, which Schlumberger implemented in advance of the required compliance date.
Transactions Considered in Independence Determinations. The Boards independence determinations included a review of transactions that occurred since the beginning of 2011 with entities associated with the independent directors or members of their immediate family. In making its independence determinations, the Board considered that Ms. Darkes, Mr. Isaac, Mr. Kamath, Mr. Kudryavtsev, Mr. Lajous, Ms. Olayan and Mr. Sandvold each have served as directors, trustees, outside consultants or advisory board members at companies and universities that have had commercial business relationships with the Company, all of which were ordinary course commercial transactions involving significantly less than 1% of either entitys annual revenues. The Board also considered that the Company made charitable contributions in 2013 to The Massachusetts Institute of Technology, of which Mr. Reif is the President, of approximately $60,000 for thesis sponsorships and other educational grants, and training fees, for which Mr. Reif received no personal benefit. This amount was significantly less than the greater of $1 million or 2% of the universitys consolidated gross revenues for any of the past three years.
The Nominating and Governance Committee believes that nominees should, in the judgment of the Board, 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 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 conflict of interest or legal issues.
The Nominating and Governance Committee also believes that the Board should include appropriate expertise and reflect gender, cultural and geographical diversity, in light of the entire Boards current composition and range of diversity. Schlumberger has approximately 123,000 employees worldwide, representing more than 140 nationalities, and values gender, cultural and geographical diversity in its directors as well. Two of the Companys director nominees are women. Of the 11 director nominees, three are citizens of the United States of America; two are citizens of Norway; and one director nominee is a citizen of each of Canada, France, Great Britain, Russia, India and Saudi Arabia.
The Companys very diverse Board also evidences the Boards commitment to have directors who represent countries where Schlumberger operates. In addition, the exceptionally broad and diverse experience of Board members is in keeping with the goal of having directors whose background and experience complement those of other directors. The Nominating and Governance Committees evaluation of director nominees takes into account their ability to contribute to the Boards diversity, and the Nominating and Governance Committee annually reviews its effectiveness in balancing these considerations in the context of its consideration of director nominees.
Applying the criteria above, the Nominating and Governance Committee recommends to the Board the number and names of persons to be proposed by the Board for election as directors at the annual general meeting of stockholders. In obtaining the names of possible nominees, the Nominating and Governance Committee makes its own inquiries and will receive suggestions from other directors, management, stockholders and other sources, and its process for evaluating nominees identified in unsolicited recommendations from security holders is the same as its process for unsolicited recommendations from other sources. From time to time, the Committee retains executive search and board advisory consulting firms to assist in identifying and evaluating potential nominees. During 2013, the committee retained London-based MWM Consulting, a third-party executive search firm, for this purpose. Consideration of new Board candidates typically involves a series of internal discussions, review of information concerning candidates, and interviews with selected candidates. Board members typically suggest candidates for nomination to the Board. MWM Consulting recommended Ms. Kempston Darkes as a prospective Board candidate.
The Nominating and Governance Committee must first consider all potential director nominees before they are contacted by other Company directors or officers as possible nominees and before they are formally considered by the full Board. The Nominating and Governance Committee will consider nominees recommended by stockholders who meet the eligibility requirements for submitting stockholder proposals for inclusion in the next proxy statement and submit their recommendations in writing to:
Chair, Nominating and Governance Committee
c/o Secretary, Schlumberger Limited
5599 San Felipe, 17th Floor
Houston, Texas 77056
by the deadline for such stockholder proposals referred to at the end 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 director of the Company, if elected.
Board Leadership Structure
The Board recognizes that one of its key responsibilities is to evaluate and determine an appropriate board leadership structure so as to ensure independent oversight of 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 vary for a single company as circumstances change. As such, our independent directors consider the Boards leadership structure at least annually.
In 2011, the independent members of the Board determined that the appointment of an independent, non-executive Chairman of the Board was an appropriate board leadership structure at that time, and have determined that this leadership structure continues to be appropriate at this time, because it allows our CEO to focus on leading the Companys complex international business operations while providing the Board experienced and independent leadership. The independent members of the Board appointed Tony Isaac as the independent, non-executive Chairman of the Board in April 2012. Mr. Isaac, who previously served as the Boards lead independent director, continues to fulfill the responsibilities he performed as lead independent director, including setting the agendas for, and presiding over executive sessions of non-management directors, as well as serving as Chairman. In light of Mr. Isaacs appointment as the independent, non-executive Chairman of the Board, the Board does not currently have a designated lead independent director. The Board may modify this structure from time to time to best address the Companys unique circumstances, to advance the best interests of all stockholders, as and when appropriate. In the event that the Company modifies this leadership structure in the future and appoints a lead independent director, that directors responsibilities would, as previously, be expected to include setting the agenda for all Board meetings (together with the Chairman), setting the agenda for and leading all executive meetings of the independent directors, and providing consolidated feedback, as appropriate, from those meetings to the Chairman and CEO. The lead independent director would also have authority to call meetings of the Board of Directors in executive session; facilitate discussions, outside of scheduled Board meetings, among the independent directors on key issues as appropriate; and serve as a non-exclusive liaison with the Chairman and CEO, in consultation with the other independent directors.
Schlumbergers current governance practices provide for strong independent leadership, active participation by independent directors and independent evaluation of, and communication with, many members of senior management. These governance practices are reflected in our Corporate Governance Guidelines and our various committee charters, which are available on our website. The Board believes that its risk oversight programs, discussed immediately below, would be effective under a variety of board leadership frameworks and therefore do not materially affect the Boards choice of leadership structure.
The Boards Role in Risk Oversight
The role that the Board fulfills in risk oversight is set out in our Corporate Governance Guidelines. The Board assesses major risks facing the Company and options for their mitigation, in order to promote the Companys stockholders and other stakeholders interests in the long-term health and the overall success of the Company and its financial strength.
The full Board is actively involved in overseeing risk management for the Company. It does so in part through its oversight of the Companys Executive Risk Committee (the ERC) comprised of more than half a dozen top executives of the Company from various functions, each of whom supervises day-to-day risk management throughout the Company. The ERC is not a committee of the Board. The ERC ensures that the Company identifies all potential material risks facing the Company and implements appropriate mitigation measures. The Companys risk identification is performed at two levels: the ERC performs a corporate-level risk mapping exercise, which involves the CEO and several other members of senior management, and while maintaining oversight, delegates operational (field-level) risk assessment and management to the Companys various Areas, Technologies and Functions and to its Research, Engineering, Manufacturing and Sustaining organization. To the extent that the ERC identifies recurring themes from the operational risk mapping exercises,
they are acted on at the corporate level. Members of the ERC meet formally at least once a year, and more frequently on an ad hoc basis, to define and improve the risk mapping process, and to review and monitor the results of those exercises and those that have been delegated. The ERC reports directly to the CEO and to the full Board, and annually presents to the full Board a comprehensive report as to its risk mapping efforts for that year.
In addition, each of our Board committees considers the risks within its areas of responsibility. For example, the Finance Committee considers finance-related risks on a quarterly basis and recommends guidelines to control cash, pension investments, banking relationships and currency exposures. The Compensation Committee reviews and assesses the Companys overall compensation program and its effectiveness at linking executive pay to performance, aligning the interests of our executives and our stockholders and providing for appropriate incentives. The Nominating and Governance Committee oversees governance- and compliance-related risks and reviews and discusses the Companys Ethics and Compliance Programs quarterly statistical report and the various allegations, disciplinary actions and training statistics brought to its attention. The Audit Committee reviews and assesses risks related to financial reporting. The Audit Committee also discusses all significant finance-related violations of Company policies brought to its attention from time to time, and once per year reviews a summary of all finance-related violations. Additionally, the outcome of the Companys Audit Risk assessment is presented to the Audit Committee annually; this assessment identifies internal controls risks and drives the internal audit plan for the coming year. All significant violations of the Companys Code of Conduct and related corporate policies are reported to the Nominating and Governance Committee and (if finance-related) to the Audit Committee, and, when appropriate, are reported to the full Board. Once a year, the Deputy General Counsel, Compliance delivers to the full Board a comprehensive Annual Compliance Report. The risks identified within the Ethics and Compliance Program are incorporated into the ERCs enterprise risk management program described above.
Meetings of the Board of Directors and its Committees
During 2013, the Board of Directors held six meetings. Schlumberger has an Audit, a Compensation, a Nominating and Governance, a Finance, and a Science and Technology Committee. During 2013, the Audit Committee met five times; the Compensation Committee met four times; the Finance Committee met four times; the Nominating and Governance Committee met four times; and the Science and Technology Committee met two times.
Each of our current directors attended at least 85% of the meetings of the Board and the committees on which he or she served in 2013 (held during the period he or she served), except for Mr. Marks, who attended 71% of such 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 such consultants on behalf of the relevant committee.
Members of the Committees of the Board of Directors
The Audit Committee consists of four directors, each of whom meets the independence and other requirements of the NYSEs listing standards. The Audit Committee assists the Board in its oversight of the integrity of the Companys financial statements, legal and regulatory compliance, the independent registered public accounting firms qualifications, independence, performance and related matters, and the performance of Schlumbergers internal audit function. The authority and responsibilities of the Audit Committee include the following:
The Companys independent registered public accounting firm is accountable to the Audit Committee. The Audit Committee pre-approves all engagements, including the fees and terms for the integrated audit of the Companys consolidated financial statements.
The Board of Directors has determined that each Committee member has sufficient knowledge in financial and auditing matters to serve on the Committee. In addition, the Board of Directors has determined that Messrs. Currie, Kamath and Lajous each qualify as an audit committee financial expert under applicable SEC rules. The Audit Committee operates pursuant to a written charter, which is available on the Companys website at http://www.slb.com/about/guiding_principles/corpgovernance/audit_committee.aspx.
The Compensation Committee consists of four directors, each of whom meets the independence requirements of the NYSEs listing standards. The purposes of the Compensation Committee are to assist Schlumbergers Board of Directors in discharging its responsibilities with regard to executive compensation; periodically review non-executive directors compensation; oversee Schlumbergers general compensation philosophy; serve as the administrative committee under Schlumbergers stock plans; and prepare the annual Compensation Committee Report required by the rules of the SEC. The authority and responsibilities of the Compensation Committee include the following:
The Compensation Committee may delegate specific responsibilities to one or more individual committee members to the extent permitted by law, regulation, NYSE listing standards and Schlumbergers governing documents. The design and day-to-day administration of all compensation and benefits plans and related policies, as applicable to executive officers and other salaried employees, are handled by teams of the Companys human resources, finance and legal department employees.
Role of the Independent Consultant. The Compensation Committee has retained Pay Governance LLC (Pay Governance) as its independent consultant with respect to executive compensation matters. Pay Governance reports only to, and acts solely at the direction of, the Compensation Committee. Schlumbergers management does not direct or oversee the activities of Pay Governance with respect to the Companys executive compensation program. Pay Governance prepares compensation surveys for review by the Compensation Committee at its October meeting. One of the purposes of the October meeting is to assess compensation decisions made in January of that year in light of comparative data to date; another purpose of the October meeting is to prepare for the annual executive officer compensation review the following January. Pay Governance works with the Companys executive compensation department to compare compensation paid to the Companys executive officers with compensation paid for comparable positions at companies included in the compensation surveys conducted by Pay Governance at the direction of the Compensation Committee. Pay Governance and the Companys executive compensation department also compile annual compensation data for each executive officer. The Compensation Committee has also instructed Pay Governance to prepare an analysis of each named executive officers compensation. The Compensation Committee has also retained Pay Governance as an independent consulting firm with respect to non-employee director compensation matters. Pay Governance prepares an analysis of competitive non-employee director compensation levels and market trends using the same peer groups as those used in the executive compensation review.
The Compensation Committee has assessed the independence of Pay Governance pursuant to SEC rules and has concluded that its work did not raise any conflict of interest that would prevent Pay Governance from independently representing the Compensation Committee.
Procedure for Determining Executive Compensation; Role of Management. The Compensation Committee evaluates all elements of executive officer compensation each January, after a review of achievement of financial and personal objectives with respect to the prior years results. The purpose is to determine whether any changes in the officers compensation are appropriate. The CEO does not participate in the Compensation Committees
deliberations with regard to his own compensation. At the Compensation Committees request, the CEO reviews with the Compensation Committee the performance of the other executive officers, but no other executive officer has any input in executive compensation decisions. The Compensation Committee gives substantial weight to the CEOs evaluations and recommendations because he is particularly able to assess the other executive officers performance and contributions to the Company. The Compensation Committee independently determines each executive officers mix of total direct compensation based on the factors described in Compensation Discussion and AnalysisFramework for Setting Executive Compensation in 2013Relative Size of Direct Compensation Elements. Early in the calendar year, financial and personal objectives for each executive officer are determined for that year. The Compensation Committee may, however, review and adjust compensation at other times as the result of new appointments or promotions during the year.
The following table summarizes the approximate timing of significant compensation events:
The Compensation Committee operates pursuant to a written charter, which is available on the Companys website at http://www.slb.com/about/guiding_principles/corpgovernance/compensation_committee.aspx.
Nominating and Governance Committee
The Nominating and Governance Committee consists of five directors, each of whom meets the independence requirements of the NYSEs listing standards. The authority and responsibilities of the Nominating and Governance Committee include the following:
The Nominating and Governance Committee operates pursuant to a written charter, which is available on the Companys website at http://www.slb.com/about/guiding_principles/corpgovernance/nomgov_committee.aspx.
The Finance Committee advises the Board and management on various matters, including dividends, financial policies and the investment of funds. The authority and responsibilities of the Finance Committee include the following:
The Finance Committee operates pursuant to a written charter, which is available on the Companys website at http://www.slb.com/about/guiding_principles/corpgovernance/finance_committee.aspx.
Science and Technology Committee
The Science and Technology Committee advises the Board and management on matters involving the Companys research and development programs. The authority and responsibilities of the Science and Technology Committee include the following:
The Science and Technology Committee operates pursuant to a written charter, which is available on the Companys website at http://www.slb.com/about/guiding_principles/corpgovernance/tech_committee.aspx.
Communication with the Board
The Board has established a process for all interested parties, including stockholders and other security holders, to send communications, other than sales-related communications, to one or more of its members, including to the independent or non-management directors as a group. Interested parties may contact the Board or any Schlumberger director (including the Chairman of the Board) by writing to them at the following address:
c/o the Secretary
5599 San Felipe, 17th Floor
Houston, Texas 77056
All such communications will be forwarded to the Board member or members specified.
Director Attendance at Annual General Meeting
The Boards policy regarding director attendance at the annual general meeting of stockholders is that directors are welcome, but not required, to attend, and that the Company will make all appropriate arrangements for directors who choose to attend. Tony Isaac, our non-executive Chairman of the Board, attended the annual general meeting of stockholders in 2013, which was held in Curaçao as required by Curaçao law.
Policies and Procedures for Approval of Related Person Transactions
In January 2007, the Board formally adopted a written policy with respect to related person transactions to document procedures pursuant to which such transactions are reviewed, approved or ratified. Under SEC rules, related persons include any director, executive officer, director nominee, or 5% stockholder of the Company since the beginning of the previous fiscal year, and their immediate family members. The policy applies to any transaction in which:
The Nominating and Governance Committee, with assistance from the Companys Secretary and General Counsel, is responsible for reviewing and, where appropriate, approving or ratifying any related person transaction involving Schlumberger or its subsidiaries and 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 the Company and its stockholders.
Since the beginning of 2013, there were no related person transactions under the relevant standards.
Corporate Governance Guidelines and Code of Conduct
Copies of Schlumbergers Corporate Governance Guidelines are available at: http://www.slb.com/about/guiding_principles/corpgovernance/corpgov_guidelines.aspx.
Schlumberger has adopted a Code of Conduct that applies to all of its directors, officers (including its chief executive officer, chief financial officer, chief accounting officer, controller and any person performing similar functions) and employees. Our Code of Conduct is located at http://www.slb.com/about/codeofconduct.aspx.
ITEM 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
We are asking stockholders to approve, on an advisory basis, the Companys executive compensation as reported in this proxy statement. As described below in the Compensation Discussion and Analysis section of this proxy statement, the Compensation Committee has structured our executive compensation program to achieve the following key objectives:
We urge stockholders to read the Compensation Discussion and Analysis beginning on page 22 of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, appearing on pages 48 through 69, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the Board of Directors 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 named executive officers reported in this proxy statement has contributed to the Companys recent and long-term success.
In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the 2014 annual general meeting of stockholders:
RESOLVED, that the stockholders of Schlumberger Limited (the Company) approve, on an advisory basis, the compensation of the Companys named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Companys 2014 annual general meeting of stockholders.
This advisory resolution, commonly referred to as a say-on-pay resolution, is non-binding on the Board of Directors. Although non-binding, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.
The Board of Directors has adopted a policy providing for an annual say-on-pay advisory vote. Unless the Board of Directors modifies its policy on the frequency of holding say-on-pay advisory votes, the next say-on-pay advisory vote will occur in 2015.
A majority of the votes cast is required to approve this Item 2. Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote on this proposal.
Recommendation of the Board
The Board of Directors Recommends a Vote FOR Item 2.
COMPENSATION DISCUSSION AND ANALYSIS
The following Compensation Discussion and Analysis (CD&A) describes Schlumbergers compensation policies and practices as they relate to our executive officers identified in the Summary Compensation Table below (the named executive officers or the NEOs). The purpose of the CD&A is to explain what the elements of compensation are; why our Compensation Committee selects these elements; and how the Compensation Committee determines the relative size of each element of compensation. Included in this CD&A are decisions made in 2013 affecting 2013 base salaries and long-term equity incentives (LTIs), as well as annual cash incentive awards earned in 2013 but paid in February 2014.
2013 Executive Summary
Schlumberger delivered strong financial results in 2013, with all three of our Product Groups recording strong growth. Highlights of our performance include:
Schlumberger management also took several other key operational, strategic and economic measures in 2013 to continue to better position the Company for the long-term. Schlumberger achieved the following goals, among others, many of which were aligned with our executives individual objectives:
Executive Compensation Program Overview
Schlumberger is the worlds largest oilfield services company and the only such company included in the S&P 100 Index. The Companys success in delivering strong long-term stockholder returns and financial/operational results is a result of attracting, developing and retaining the best talent globally. A highly competitive compensation package is critical to this objective and to this end, the Compensation Committee determined in January 2013 to seek to target total direct compensation for our NEOs and other executive officers at or very close to the 75th percentile of the Companys two executive compensation comparator groups. In the view of the Compensation Committee, the 75th percentile is the proper level to target because of Schlumbergers leading position in the oilfield services industry; because the market for executive talent in the oil and gas industry is exceptionally competitive; and because our executives are very highly sought after, not only by our direct oilfield service competitors but by other leading companies. The Compensation Committee retains the flexibility to set elements of target compensation at higher percentiles in exceptional cases for strong business performance, for retention, for key skills in critical demand, and for positions that are of high internal value. The Committee also may pay above the 75th percentile for performance that significantly exceeds the Companys and an individuals goals, or for purposes of retention, motivation or reward. Elements of our executives total direct compensation and actual payments may also be below median as a result of our pay-for-performance philosophy, as discussed below.
Executive Compensation Best Practices
The following is a summary of some of our compensation practices and policies that demonstrate important aspects of our culture and values.
Overview of Compensation Decisions for 2013
The Compensation Committee continued to focus on achieving the right mix and level of compensation to retain and motivate our top executives through a year that was marked by uncertain business conditions. In 2013, the Compensation Committee continued to focus on, among other things, strengthening the link between pay and performance. As a result, and as more fully discussed elsewhere in this CD&A, the Compensation Committee took the following actions in 2013:
Executive Compensation Philosophy
In keeping with the Companys pay-for-performance culture, Schlumbergers long-standing compensation philosophy is to pay senior executives and other professional-level employees for performance that is evaluated against personal and Company financial goals that are established at the beginning of the calendar year and
reviewed at the end of the year against actual performance. Schlumbergers compensation program is driven by the need to recruit, develop, motivate and retain top talent both in the short-term and long-term by establishing compensation at levels that are competitive and to promote the Companys values of people, technology and profitability. Promotion from within the Company is a key principle at Schlumberger, and all executive officers, including the named executive officers, have reached their current positions through career development with the Company. Schlumberger sees diversity of its workforce as both a very important part of its cultural philosophy and a business imperative, as it enables the Company to serve clients anywhere in the world. Schlumberger believes its use of a consistent approach to compensation at all levels is a strong factor in achieving a diverse workforce comprising top global talent.
Schlumbergers compensation program is designed so that the higher an executives position in the Company, the larger the proportion of compensation that is contingent on positive stock price performance, the Companys financial performance and/or individual performance, described as at-risk compensation. The Company believes that having a significant portion of executive compensation at-risk more closely aligns the interests of its executives with the long-term interests of Schlumberger and its stockholders. Accordingly, our named executive officers receive a greater percentage of their compensation through at-risk pay tied to Company performance than our other executives.
Schlumbergers executive compensation program consists of three primary elements, comprising our executives total direct compensation:
These elements allow the Company to remain competitive and attract, retain and motivate top executive talent with current and potential future financial rewards. At the same time, this relatively simple compensation program is applied and communicated consistently to our exempt employees of more than 140 nationalities operating in approximately 85 countries.
Framework for Setting Executive Compensation in 2013
Executive Compensation Goals
In establishing executive compensation, Schlumberger believes that:
Management of Executive Compensation
The Compensation Committee reviews and recommends executive officer compensation. The specific duties and responsibilities of the Compensation Committee are described in the section of this proxy statement entitled Corporate GovernanceBoard CommitteesCompensation Committee above.
Role of Compensation Consultant
The Compensation Committee has engaged the independent executive compensation consulting firm of Pay Governance LLC with respect to executive compensation matters. For more information on this engagement, see the section of this proxy statement entitled Corporate GovernanceBoard CommitteesCompensation Committee above.
Relative Size of Direct Compensation Elements
The Compensation Committee reviews the elements of total direct compensation for the NEOs throughout the year, to evaluate whether each element of direct compensation remains at levels that are competitive with companies in Schlumbergers two peer groups described below. The Compensation Committee relies on its own judgment in making these compensation decisions after its review of external market practices of companies comprising the two peer groups, including the size and mix of direct compensation for executives in those companies. The Compensation Committee seeks to achieve an appropriate balance between annual cash rewards that encourage achievement of annual financial and non-financial objectives, and LTI awards that encourage positive long-term stock price performance, with a greater emphasis on LTI awards for more senior executives. However, the Compensation Committee does not aim to achieve a specific target of cash versus equity-based compensation.
While the external market data provide important guidance in making decisions on executive compensation, the Compensation Committee does not set compensation based on market data alone. When determining the size and mix of each element of an NEOs total direct compensation, the Compensation Committee also considers the following factors:
The charts below show the average percentage of 2013 base salary, target cash incentive and 2013 LTI compensation established by the Compensation Committee in January 2013 for the NEOs who served throughout 2013, in comparison to the Companys two external peer groups, based on findings from Pay Governance, and demonstrate that Schlumbergers pay mix is close to that of both peer groups. This data is based on target opportunity levels and will differ from the total compensation figures shown in the Summary Compensation Table.
The Compensation Committee may at its discretion modify the mix of base pay, annual cash incentive and LTIs, or otherwise adjust an NEOs total compensation to best fit his or her specific circumstances. For example, the Committee may award more cash and not award an LTI grant to an executive officer who is approaching retirement. This provides more flexibility to the Committee to compensate executive officers appropriately as they near retirement, when they may only be able to partially fulfill the five-year vesting required for stock options or retire prior to the end of a three-year performance period for PSUs. The Committee may also increase the size of stock option grants to an executive officer if the total number of career stock options granted does not adequately reflect the executives current position and level of responsibility within the Company, after a review of external market practice and the other factors described immediately above.
Pay-for-Performance Relative to Oil Industry Peer Group
As part of the Compensation Committees annual review of our executive compensation program, the Committee directed Pay Governance to prepare a comparative pay-for-performance assessment in July 2013 against companies in our oil industry peer group as identified in the Peer Group Companies and Benchmarking section below. The comparative assessment examined the degree of alignment between our NEOs compensation and our performance relative to these companies as measured by total shareholder return (TSR) on both a one-year (2012) and a three-year (2010-2012) basis, in both cases ending on December 31, 2012. TSR reflects share price appreciation, adjusted for dividends and stock splits.
In its analysis, the Compensation Committee reviewed the 2010-2012 total realizable compensation of Schlumbergers CEO against other CEOs in the oil industry peer group. It then separately reviewed Schlumbergers other executive officers against other executive officers in the oil industry peer group. Because Mr. Kibsgaard became CEO in 2011, his compensation was included in the assessment for 2011 and 2012, while that of Mr. Gould, our prior CEO, was included for 2010.
For purposes of the July 2013 assessment, total realizable compensation consisted of the following components for the one- and three-year periods, as applicable:
Pay Governances analysis demonstrated that, while Schlumbergers TSR was at or slightly above the median for both the one- and three-year periods, total realizable compensation for our CEO and other NEOs was at or near the bottom of oil industry peer group companies. Specifically:
The lower pay-positioning of our NEOs versus oil industry peer group companies was largely the result of Schlumbergers historical use of stock options as its sole long-term incentive vehicle for senior executives, and because for two of three years in the three-year analysis, our executives stock options had no intrinsic value. In light of the foregoing, the Compensation Committee concluded that Schlumbergers executive compensation practices were not appropriately aligned with the Companys performance, insofar as Company performance easily exceeded our NEOs total realizable compensation for the periods indicated. As discussed below in Elements of CompensationLong-Term Equity CompensationIntroduction of Performance Share Units, the Company implemented a new PSU plan for 2013 and beyond. As a result, a more appropriate alignment is expected in the future between executive pay and performance.
Pay Mix and Internal Pay Equity Review
In January 2013, the Compensation Committee carried out an analysis of pay mix and internal pay equity. In carrying out its analysis, the Committee considered the relative size of direct compensation elements of companies in Schlumbergers two executive compensation peer groups, as well as internal factors. Regarding pay mix, the Committee reviewed the elements of compensation for the Companys executive officers, including the NEOs, in relation to each other and in comparison with the average pay mix of the Companys executive officers. Based on its review, the Committee concluded that the mix of base salary, incentive cash bonus and LTI was appropriate for each of Schlumbergers executive officers, including the NEOs.
The Compensation Committee also reviewed internal pay equity in October 2013. The Committee reviewed the CEO position in relation to the other executive officer positions, and the executive officer positions both in relation to one another and in comparison with the average of the other executive officer positions. The Committee noted that the ratio of total direct compensation between the CEO and the second-highest paid executive officer (Mr. Ayat) was similar to the two prior years. The Committee also noted that the levels of total direct compensation for the second- to the sixth-highest paid officers were very closely clustered together. As a result of the foregoing, the Committee concluded that internal pay equity was appropriate.
Peer Group Companies and Benchmarking
The Compensation Committee considers the formal executive compensation survey data prepared by Pay Governance when it reviews and determines executive compensation. The Committee also uses information on the executive compensation practices at peer group companies when considering design changes to the Companys executive compensation program. To prepare for its executive compensation analysis, the Companys executive compensation department works with Pay Governance to match Company positions and responsibilities against survey positions and responsibilities and to compile the annual compensation data for each executive officer.
The surveys indicate the compensation levels and practices of our two groups of executive compensation peer companies:
A smaller comparator peer group is used for the 2013 relative performance index component of the annual cash incentive, and is described below in Annual Cash Incentive Decisions for 2013 Introduction of Relative Performance Incentive (RPI).
The Compensation Committees selection criteria for companies comprising the two peer groups include:
The Committee, with the assistance of Pay Governance, twice annually reviews specific criteria and recommendations regarding companies to add to or remove from the two comparator groups. The Compensation Committee modifies the peer group criteria as appropriate while seeking to ensure a satisfactory degree of stability, to provide a consistent basis for comparison. Challenges facing the Company in determining the companies appropriate for inclusion in each peer group for 2013 executive compensation decisions included the Companys relatively high market capitalization and revenue (rendering it difficult to position the Company in the median of each peer group with respect to both attributes), and the difficulties of obtaining sufficient compensation data for all benchmarked positions.
Oil Industry Peer Group
The oil industry peer group comprises companies in the oilfield services, exploration and production, refining and pipeline industries with revenues greater than $6 billion (in the case of oil and gas equipment and service companies) and revenue greater than $12 billion (in the case of oil and gas exploration and production (E&P) companies). Because of Schlumbergers significant international operations, the Compensation Committee approved the inclusion of non-U.S. energy and energy-related companies that also met the criteria set forth above.
The Compensation Committee included E&P companies in this peer group after consideration of a number of factors. First, because Schlumberger is significantly larger than all of its direct competitors in the oilfield services industry in terms of revenue and market capitalization, the Compensation Committee believed that the addition of E&P companies provides a more appropriate and complete comparator group. In addition, the Committee believed that the inclusion of E&P companies was appropriate because market consolidation had reduced the number of direct competitors in the oilfield services industry, increasing the prominence of E&P companies as competitors for talent.
In July 2012, the Compensation Committee, applying the selection criteria set forth above in Peer Group Companies and Benchmarking, and in the two paragraphs immediately above, approved the following changes in the oil industry peer group, effective for 2013 compensation decisions:
As a result of the foregoing:
The following companies comprised the oil industry peer group effective for 2013 compensation decisions:
Oil Industry Peer Group
Oil services, E&P, refining and pipeline companies
General Industry Peer Group
The general industry peer group provides data from large companies with significant international operations, and supplements the compensation data from the oil industry peer group, whose companies are closer to Schlumberger in industry type but have widely varying revenue sizes. The general industry peer group:
Like the first comparator group, this second group also includes non-US companies. The Compensation Committee also considers data from the second peer group as it deems necessary or advisable to the extent that data from the first peer group may not exist, or may be insufficient, for some executive officer positions. The second group is also particularly relevant for non-operations positions, where the skills and experience may be easily transferable to other industries outside the oil and gas industry.
When considering potential changes to the general industry peer group, the Compensation Committee considered that the Company was then-currently in the 37th percentile of the general industry peer group in terms of revenue, and at the 87th percentile in terms of market capitalization. In July 2012, the Compensation Committee, applying the selection criteria set forth above in Peer Group Companies and Benchmarking, and in the paragraph immediately above, approved the following changes in the general industry peer group, effective for 2013 compensation decisions:
As a result of the foregoing:
In connection with the changes described above, the Compensation Committee selected the following companies for the general industry peer group, effective for 2013 compensation decisions:
General Industry Peer Group
Revenue of $25B to $80B with technical and global focus
Elements of Compensation
Base salary is the fixed portion of an executives annual cash compensation, which provides some stability of income since the other compensation elements are variable and not guaranteed. On appointment to an executive officer position, base salary is set at a level that is competitive with base salaries in the two comparator groups and takes into account other factors described below. Generally, the Compensation Committee targets base salaries for executive officers to at or near the 75th percentile of both peer groups.
Base salaries for each executive officer position are compared annually with similar positions in both peer groups. Base salary changes for executive officers, except the CEO, are recommended by the CEO and subject to approval by the Compensation Committee, taking into account:
The base salary of the CEO is reviewed by the Compensation Committee in executive session and recommended by the Compensation Committee to the independent members of the Board of Directors for approval, based on the same criteria as above. In addition to periodic reviews based on the factors described above, the Compensation Committee may adjust an executive officers base salary during the year if the executive officer is promoted or if there is a significant change in his or her responsibilities. In this situation, the CEO (in the case of executive officers other than himself) and the Compensation Committee carefully consider these new responsibilities, external pay practices, retention considerations and internal pay equity, as well as past performance and experience. Base salary may also be reduced, such as when an executive officer moves to a position of lesser responsibility in the Company. Alternatively, base salary can be frozen for a number of years until it falls in line with comparable positions in the two peer groups.
Base Salary Decisions in 2013
The Compensation Committee carried out a review of the compensation of each of the executive officers in January 2013. Upon review of comparative market data for both peer groups, and taking into consideration that base salary decisions for 2012 generally positioned our NEOs at or slightly above the 75th percentile of both peer groups, the Committee determined not to increase the base salary of any NEO for 2013, other than that of Satish Pai, whose base salary was increased EUR 100,000 effective February 1, 2013 based on increased job responsibilities and comparative market data.
Annual Cash Incentive
The Company pays annual performance-based cash incentives to its executives to foster a results-driven, pay for performance culture and to align their interests with those of Schlumbergers stockholders. The Compensation Committee selects performance-based measures that it believes will strike the balance between motivating an executive to increase operating results in the near-term and driving profitable long-term Company growth and value for stockholders. Incentive cash payments are made each February according to the achievement of both personal and Company financial objectives established in January of the previous fiscal year.
The target annual cash incentive ranges from 0% to 150% of base salary for the CEO, and from 0% to 100% of base salary for the other NEOs, depending on the position. One half of Schlumbergers potential cash incentive range is based on the achievement of personal objectives established at the beginning of the year, while the other half of the potential range is based on the achievement of one or more pre-established Company financial goals, as described in the section below entitled Annual Cash Incentive Decisions for 2013. In some years, including 2013, the financial half of the incentive cash payment for NEOs has an incremental financial element, which means that the maximum incentive opportunity can be up to 300% of target with respect to the financial part, based on achievement of superior financial results. This enhanced incentive applies to the CEO and our other executive officers. The personal half of the incentive cash payment has no positive incremental element, meaning the maximum payout with respect to this half of the target annual cash incentive is 100% of target. Under this approach, the maximum incentive opportunity based on both financial and personal objectives combined cannot exceed 200% of target.
The Compensation Committee reviews and recommends to the full Board the financial objectives for both the CEO and the other executive officers. The Committee believes that, as regards financial targets, it is
important to set targets that, while very difficult to achieve in an uncertain global economy, are realistic. When considering the Companys operating results for purposes of the financial portion of the annual cash incentive, the Compensation Committee has the discretion to decide whether to take into account unusual or infrequent charges or gains, depending on the nature of the item. The Compensation Committee exercises its discretion when it believes that executives and other employees would be inappropriately penalized by, or would inappropriately benefit from, these items.
The Committee approves the personal objectives for the CEO and assesses his performance against those objectives in determining the annual cash incentive award, subject to final approval by the Board. The CEO approves the personal objectives for the other executive officers, including the other NEOs, and assesses each such officers performance against their pre-determined objectives, subject to final approval of the Committee.
Annual Cash Incentive Decisions for 2013
Annual Cash Incentive Ranges
There were no changes in the annual cash incentive ranges for any of the NEOs in 2013.
In January 2013, as in previous years, the Compensation Committee determined that the financial half of the annual cash incentive opportunity for all executive officers in 2013 should be based on diluted earnings per share from continuing operations (EPS). In July 2013, the Compensation Committee approved the inclusion of a relative performance component to the financial half of the annual cash incentive effective for 2013, as more fully discussed below under Introduction of Relative Performance Incentive (RPI). As a result, the financial half of the NEOs 2013 annual cash incentive was based equally on (i) achievement of EPS targets and (ii) achievement of relative performance targets.
2013 EPS Targets.
The process used to set annual EPS targets starts with a review of plans and projections following bottom-up planning from the field, which considers factors such as:
The Compensation Committee approved the following EPS performance targets and corresponding payouts at its January 2013 meeting, for purposes of the 2013 annual cash incentive:
For 2013 EPS results between any two targets, the payout is prorated. As in prior years, no cash incentive is paid if the minimum 2013 EPS target is not met.
The EPS targets above included projected six-month results of $0.04 from operations in Iran. During the second quarter of 2013, Schlumberger ceased operations in Iran and classified the results of this business as a discontinued operation. Therefore, the Compensation Committee decided that for purposes of calculating the cash incentive payment based on EPS, it would reduce each of the EPS targets above by $0.04.
The Compensation Committee selected EPS as an appropriate absolute measure upon which to base half of the financial portion of the annual cash incentive because it is the primary absolute basis on which we set our performance expectations for the year; we believe that consistent EPS growth leads to long-term stockholder value; and EPS is the metric most widely used by investors and analysts to evaluate the performance of Schlumberger.
Introduction of Relative Performance Incentive (RPI). In July 2013, the Compensation Committee approved the introduction of a relative performance incentive (RPI) component to the financial half of the annual cash incentive component for all executive officers, effective for full-year 2013. In prior years, EPS was the sole metric used in calculating the financial half of the annual cash incentive for our executive officers. As a result, the financial half of annual cash incentive payouts for 2013 was based equally on:
The RPI payouts, if any, to our NEOs are based on averages of the relative one-year performance of each of our business units and geographic areas worldwide, comparing whether our year-over-year revenue growth and margin improvement ranked better in each business unit and geographic area than that of our two RPI comparator companies.
The introduction of the RPI component did not result in an increase in the maximum incentive opportunity referred to above. The Committee adopted the RPI cash incentive component for the following reasons:
Prior to the Compensation Committees adoption of the new RPI component in July 2013, management had provided the Committee with EPS forecasts for the third and fourth quarters of 2013. Based on actual results for the first half of 2013 and these forecasts, the Compensation Committee estimated that, assuming that the financial half of the cash incentive was based solely on the EPS targets established in January 2013 and excluding the effects of charges and credits as described above in Annual Cash Incentive Decisions for 2013EPS Results, the 2014 cash incentive payout would be approximately 140% of the financial half of the annual cash incentive. The Committee also estimated that, were the RPI component in effect for the full 2013 fiscal year, the 2014 cash incentive payout would be less than 140%.
Halliburton and Baker Hughes were selected as our RPI comparator companies for 2013 because they are the only oilfield service companies that resemble Schlumberger in scale, scope and nature of business operations, and because Schlumberger and our investors believe they constitute our main global business competitors. Additionally, the Compensation Committee decided to exclude WesternGeco results for purposes of the RPI component due to the unavailability of timely financial results from WesternGecos own direct competitors and because Halliburton and Baker Hughes have no seismic operations.
The performance of each of our RPI comparator companies for purposes of calculating relative performance is derived from reported company results for 2012 to those for 2013. To the extent that these companies had not released financial results for full-year 2013, the Compensation Committee based its evaluation, where necessary, on estimates and projections of the companies financial results for 2013.
The table below summarizes the annual cash incentive program for our senior executive officers in effect for 2013 annual cash incentive decisions, as compared to the annual cash incentive plan in effect prior to 2013.
2013 RPI Performance Levels.
The Compensation Committee approved the following performance payout schedule/matrix in July 2013:
RPI Performance Payout Schedule/Matrix
As with the EPS targets, for RPI achievement between any two levels, the RPI payout is prorated.
Under the standards approved by the Committee, achieving a RPI score of 60% or higher is extremely challenging. For example:
For more information on how RPI performance is determined, see footnote 2 to the Grants of Plan-Based Awards Table beginning on page 53.
EPS Results. Schlumbergers 2013 EPS was $5.10, which included a $0.77 credit from the gain relating to the formation of the OneSubsea joint venture, and $0.42 of charges related to the impairment of equity method investments, the reserve for certain receivables and a currency devaluation loss. The Compensation Committee decided that for purposes of calculating the EPS component of the cash incentive payment, it would exclude all of these charges and credits, which represented a net credit of $0.35. The Committee decided to exclude these unusual charges, consistent with the Companys 2013 earnings announcement and presentation to investors, because they did not relate to Schlumbergers ongoing operations and because the Committee believed that including them did not reflect Schlumbergers operating trends. Similarly, the Committee believed that it would not be appropriate to include the $1.03 billion gain arising from the OneSubsea joint venture, as it was one-time in nature and also not related to Schlumbergers ongoing operations. Schlumbergers 2013 EPS, excluding these charges and credits, was $4.75. As a result, the Compensation Committee approved a payout of 147.5% of the EPS component of the annual cash incentive.
RPI Results. We achieved an RPI result in 2013 of 54.2%, resulting in a total RPI payout of 142%.
Fifty percent of an executives annual cash incentive opportunity is tied to achievement of personal objectives that are specific to each executive officer position and may relate to:
The award for the personal half of the annual cash incentive opportunity was based on the specific results each named executive officer achieved, as approved by the Compensation Committee. Personal objectives are set at the start of the fiscal year. At the end of the fiscal year, the CEO uses his judgment to evaluate the performance of the other NEOs against their personal objectives, taking into account performance for the just-completed fiscal year versus predefined commitments for the fiscal year; unforeseen financial, operational and strategic issues of the Company; and any other information deemed relevant by the CEO. The Compensation Committee evaluates the performance of the CEO in a similar way, subject to approval by the full Board.
Mr. Kibsgaard had objectives relating to quality and to health, safety and environmental (HSE), which he mainly achieved.
Mr. Kibsgaard had objectives relating to mergers and acquisitions and to research and product development, both of which he achieved.
Mr. Juden had objectives relating to compliance, which he mainly achieved.
Mr. Ayat had objectives relating to cost management and to compliance, which he mainly achieved.
Mr. Poupeau had objectives relating to establishing the Project Management Office, mergers and acquisitions and collaboration projects in China, which he mainly achieved.
Messrs. Kibsgaard, Belani and Ayat each had objectives relating to the OneSubsea joint venture, all of which they achieved.
Messrs. Ayat and Belani each had objectives relating to information technology global design, all of which they achieved.
2013 Annual Cash Incentive as a Percentage of Base Salary
Long-Term Equity Compensation
Long-term equity incentives continue to make up the largest portion of the compensation of our NEOs. They are designed to give NEOs and other high-value employees a longer-term stake in the Company, provide incentives for the creation of sustained stockholder value, act as long-term retention and motivation tools, and directly tie employee and stockholder interests over the longer term.
Introduction of Performance Share Units. Historically, our NEOs have received 100% of their LTI compensation in the form of stock options. In January 2013, the Compensation Committee approved a significant change to our LTI award mix, introducing grants of three-year PSUs to our NEOs and other senior executives, consistent with market practices at companies in the Comparator Groups. As a result, our NEOs and other senior executive officers in 2013 received 50% of their target LTI compensation in the form of three-year PSUs and 50% in the form of stock options. For the 2013 PSU grants, the Committee established performance goals using consolidated Return on Capital Employed (ROCE) as its performance measure to determine payouts, as more fully discussed below under 2013 PSU Performance Criteria.
We introduced PSUs for the following reasons:
Awards of PSUs are currently limited to our NEOs and other senior executive officers. PSUs will become earned and vested at the end of the three-year performance period ending December 31, 2015, contingent on achievement of pre-determined performance targets, and will convert to shares of our common stock after the expiration of the performance period. No shares will be issued under the PSUs if we do not achieve a pre- established threshold performance level. No dividends will accrue or be paid on any PSUs during the performance period.
In approving the introduction of PSUs to the Companys LTI compensation program, the Compensation Committee recognized that PSUs further align our executives compensation with the stock price returns experienced by our stockholders, while also incentivizing our executives to achieve strategic and financial goals that support our long-term performance. The Compensation Committee, however, reaffirmed its belief that stock options are a form of performance-based compensation, concluding that stock options should remain a significant component of our senior executives LTI compensation. This decision reflects the Compensation Committees strong belief that our senior executives long-term equity incentive compensation should remain directly linked to the performance of our stock, since the value of stock options is solely tied to the Companys stock price, and any decline in the Companys stock price should also have a negative impact on our executives pay.
The table below summarizes the mix, the performance measurements and general terms for the three-year PSUs and stock options awarded to the NEOs in 2013.
To aid in the transition to PSUs, the Compensation Committee in January 2013 also approved PSUs with one-year and two-year performance periods, solely for the 2013 grants. The mix of one-, two- and three-year PSUs provides a transition from an LTI program that was comprised wholly of stock options with annual ratable vesting over a five-year period, to a hybrid program under which 50% of the long-term incentive does not pay out, if at all, until the end of a three-year performance period. Beginning in 2014, all PSUs granted will vest over a three-year performance period with over-lapping three-year cycles, with any payout determined at the end of each cycle based on predetermined performance targets.
Value of Long-Term Equity Awards
The Compensation Committee determines the value of LTI awards to executive officers at its first meeting at the beginning of the fiscal year. The value of an LTI grant increases with the level of an executives responsibility at the Company, and for the CEO and our other NEOs is the largest element of their total direct compensation package. In determining the value of LTI awards granted to executive officers, the Compensation Committee (in the case of the CEOs grant) and the CEO (in the case of recommendations for grants for the other NEOs), first considers market data on the LTI value for the most comparable positions in the Companys two peer groups, as well as several other factors, which may include:
Once the Compensation Committee has determined, based on the relevant factors above in its discretion, the target dollar value of LTI awards for an NEO, the Committee grants 50% of this value in PSUs and 50% in stock
options. The Committee believes that this mix of PSUs and stock options strikes an appropriate balance between rewarding increases in the market value of our common stock (stock options) and tying long-term compensation to achievement of specific performance goals that are not based solely on the stock market (PSUs). The target number of PSUs awarded to an executive is determined by dividing 50% of the total target LTI value by the estimated grant date fair value of a PSU; the number of options awarded is determined by dividing 50% of the total target LTI value by the estimated grant date fair value using the Black-Scholes formula.
The actual grant date fair value of each grant, computed in accordance with applicable accounting standards, is disclosed in the Grants of Plan-Based Awards For Fiscal Year 2013 table below. The tables below detail the approximate grant date fair value and number of PSUs and stock options granted in 2013 to the NEOs. Because of differences in how the grant date fair values of PSU and option awards must be calculated for accounting purposes, the amounts reported in the Summary Compensation Table may not reflect the same proportion of PSUs and stock options. The values given to equity compensation awards by the Compensation Committee are approximate grant date accounting values only, and the actual value that an NEO may realize depends on factors such as the NEOs continued service, Schlumbergers future stock price performance and the achievement of certain pre-established performance goals.
Annual Long-Term Equity Grants for 2013
The Compensation Committee approved (and in the case of Mr. Kibsgaard, the independent members of the Board of Directors ratified) the following awards for the NEOs in January 2013, based on review of comparative peer group data presented to the Committee, the highly competitive demand for talent in our industry, the Companys strong operating performance and other factors as described above. For ease of comparison, the following table also shows the grant values of the NEOs 2012 annual long-term incentive compensation awards and the year-over-year percentage change between the two amounts.
Special 2013 Transition PSU Awards
In January 2013, the Compensation Committee also approved special grants to the NEOs of one-year and two-year PSUs to aid in the transition to PSUs, and are equal to the value of the three-year PSU awards described above. The target dollar values set forth below are split equally between the one-year and two-year PSUs, and the total target number of PSUs listed below reflects the total of the one-year and two-year PSUs. The Committee, based on market practice data from Pay Governance, approved the one-time one- and two-year performance grants because, in the initial year of transition to PSUs, the NEOs would be receiving only half of their LTI value (options), while the other half (PSUs) would not pay out, if at all, until the end of a three-year performance period. The Compensation Committee approved these special transition awards for 2013 only and intends to award only three-year PSUs in the future.
2013 PSU Performance Measure and Goals
The Compensation Committee set goals for the 2013 PSUs based on absolute consolidated Return on Capital Employed (ROCE) goals for the Company over the applicable performance period. ROCE is a measure of the efficiency of our capital employed. We calculate ROCE as a ratio, the numerator of which is (a) income from continuing operations, excluding charges and credits plus (b) after-tax net interest expense, and the denominator of which is (x) stockholders equity, including non-controlling interests (average of beginning and end of each quarter in the year), plus (y) net debt (average of beginning and end of each quarter in the year). The Compensation Committee has the discretion to adjust the Companys income from continuing operations to take into account the effect of externally disclosed, significant impacts or activities that are not representative of underlying business operations, such as divestitures, asset impairments and restructurings. Furthermore, the Committee evaluates, and may adjust for, the effect of acquisitions or divestments on a case-by-case basis for purposes of the ROCE calculation.
We selected ROCE because we believe that it is a comprehensive indicator of long-term Company and management performance, as it measures both profitability as well as the efficiency with which we deploy and utilize our capital. Our selection of ROCE as the performance measure for the 2013 PSUs is also consistent with our strategic direction and transformation initiatives. Furthermore, ROCE measures performance in a way that is tracked and understood by investors. The Compensation Committee believes that tying a part of our senior executives LTI pay to achievement of challenging ROCE targets will help to increase revenue and improve margins through pricing and continued focus on cost control. We chose an absolute measure rather than a relative one such as total shareholder return and EPS growth due to greater ability of our executives and key employees to directly impact our performance results. Furthermore, the Committee considered the difficulty of finding suitable comparators, insofar as oil and gas E&P companies have a different business model than we do, and because we are much larger than all of our direct oilfield service competitors.
Vesting of the PSUs is conditioned upon the Companys achievement of annual pre-determined threshold ROCE of at least 12.5% for the applicable performance period, subject to continued employment. See Potential Payments Upon Termination or Change in Control for Fiscal Year 2013 Termination of EmploymentPSUs
and Potential Payments Upon Termination or Change in Control for Fiscal Year 2013 Change of ControlPSUs, beginning on page 63 for more information. The performance periods for the one-year, two-year and three-year PSUs began on January 1, 2013 and end on December 31, 2013, 2014 and 2015, respectively. For the two-year and the three-year PSUs, the Companys average annual ROCE will be used, calculated as the average ROCE for each calendar year contained in the measurement period.
The number of PSUs that will vest and convert to shares as of the vesting date can range from 0% to 250% of the number of PSUs awarded, depending on our performance during the performance period as illustrated in the following table. At the end of each measurement period, the Compensation Committee will certify the ROCE achieved and will determine the percentage of target shares earned based on the table below. In no event will payout exceed 250%. If the ROCE achieved is less than or equal to 12.5%, no shares will be issued.
The Compensation Committee approved the PSU goals at the beginning of 2013 after consideration of the Companys historical return on capital employed. The Committee also considered our internal forecasts at the time of grant, which indicated that achieving the target level of performance would be difficult but attainable. Our ROCE for 2011 and 2012 were 14.4% and 15.1%, respectively.
In January 2014, the Compensation Committee determined the results of the one-year performance period for the transitional one-year PSUs, relative to the performance criteria established at the beginning of the year. For purposes of calculating our ROCE for 2013, the Committee determined that it was appropriate to exclude the one-time gain and other effects from the OneSubsea transaction, as well as the charges described above in Annual Cash Incentive Decisions for 2013EPS Results, as none of these reflected our ongoing operations. The exclusions of these charges and credits, as well as all effects of the OneSubsea transaction, resulted in a 2013 ROCE achievement of 16.3%, so that our NEOs earned 126% of the target shares under the transitional one-year PSUs.
Long-Term Equity Awards Granting Process
The Compensation Committee is responsible for granting long-term equity-based compensation under our stock option and omnibus incentive plans. The Committee approves a preliminary budget for equity-based grants for the following year at each October Compensation Committee meeting. Management determines the allocation for groups within the Company and individual recommendations are made by the heads of the Groups and approved by the CEO. The Compensation Committee approves and grants all equity-based awards, including executive officer awards, which are recommended by the CEO, except for his own. Awards for executive officers other than the CEO are granted by the Compensation Committee and discussed with the Board of Directors. Awards for the CEO are granted by the Committee following approval by the full Board.
The regular Board of Directors and Compensation Committee meeting schedule is set at least a year in advance with Board meetings held quarterly, generally on the third Thursday of January, April, July and October, and the committee meetings held the day before each Board meeting. The timing of these committee meetings is not determined by any of the Companys executive officers and is usually two days in advance of the Companys announcement of earnings. The Compensation Committee sets the equity award grant date as the day of the
Board meeting. The Company does not time the release of material non-public information for the purpose of affecting the values of executive compensation. At the time equity grant decisions are made, the Compensation Committee is aware of the earnings results and takes them into account, but it does not adjust the size or the mix of grants to reflect possible market reaction.
Typically, annual grants of equity-based awards to the NEOs and other senior executive officers are made at the January meeting of the Compensation Committee, while such annual grants for the rest of the Companys eligible employees are made at the April meeting of the Committee. However, specific grants may be made at other regular meetings, to recognize the promotion of an employee, a change in responsibility or a specific achievement. The exercise price for all stock options granted to executive officers and other employees is the average of the high and low trading price of the Schlumberger common stock on the NYSE on the date of grant, which has been Schlumbergers practice for many years.
Beginning in 2014, PSU grants will vest over a three-year performance period. Currently, our stock options vest ratably over five years, except for stock options granted to eligible employees in France, as these options have four-year cliff vesting (meaning that all options vest at a single point in time). Beginning in April 2014, all our stock options will vest ratably over five years. The Board and the Compensation Committee have the discretion to grant equity awards with different vesting schedules as they deem necessary.
Important Factors in Understanding Schlumbergers Use of Stock Options
The Companys equity incentive plans do not permit the following:
Executive Stock Ownership Guidelines
The Compensation Committee and management believe strongly in linking executive long-term rewards to stockholder value. The Board of Directors, upon recommendation of the Nominating and Governance Committee and the Compensation Committee, adopted revised executive stock ownership guidelines in 2011 applicable to executive officers and other key position holders. Senior executives are required to hold the numbers of shares equal to the multiple of base salary set forth below.
All executives subject to the revised guidelines must retain 50% of net shares acquired upon the exercise of stock options and the vesting of PSUs, after payment of applicable taxes, until they achieve the required ownership level. The guidelines provide that executives have five years to comply with the ownership requirements. After the five-year period, executives who have not met their minimum stock ownership requirement must retain 100% of the net shares acquired upon stock option exercises and any PSU vesting until they achieve their required ownership level.
Stock ownership for the purpose of these guidelines does not include shares underlying vested or unvested stock options, unvested RSUs or unvested PSUs.
Prohibition on Speculation in Schlumberger Stock
Schlumbergers insider trading policy prohibits executives from speculating in the Companys stock, which includes, but is not limited to, short selling; buying or selling publicly-traded options, including writing covered calls; pledging; and hedging or any other type of derivative arrangement that has a similar economic effect.
In line with Schlumbergers aim to encourage long-term careers with the Company and to promote retention, retirement plans are provided, where possible, for all employees, including named executive officers, according to local market practice. Schlumberger considers longer-term benefit plans to be an important element of the total compensation package. The pension plans provide for lifetime benefits upon retirement after a specified number of years of service and take into account local practice with respect to retirement ages. They are designed to complement but not be a substitute for local government plans, which may vary considerably in terms of the replacement income they provide, and other Company sponsored savings plans. Employees may participate in multiple retirement plans in the course of their career with the Company or its subsidiaries, in which case they become entitled to a benefit from each plan based upon the benefits earned during the years of service related to each plan. The qualified plans are funded through cash contributions made by the Company and its subsidiaries based on actuarial valuations and/or regulatory requirements.
Some of the Schlumberger U.S. retirement plans are non-qualified plans that provide an eligible employee with additional retirement savings opportunities that cannot be achieved with tax-qualified plans due to limits on annual compensation that can be taken into account or annual benefits that can be provided under qualified plans.
Officers and other employees in the United States whose compensation exceeds the qualified plan limits are eligible to participate in non-qualified excess benefit programs for 401(k), profit-sharing and pension, whereby they receive correspondingly higher benefits. Employees and executive officers assigned outside the United States are entitled to participate in the applicable plans of the country where they are assigned, including supplemental plans where available.
The Company has a practice of phased retirement which, at the discretion of the Company, may be offered to executive officers (other than the CEO) who are approaching retirement. This practice involves a transition into retirement whereby the individual ceases being an executive officer and relinquishes primary responsibilities. He or she remains an employee and generally receives lesser salary over time for reduced responsibilities and reduced working time. The arrangements are typically in place for an average of two to three years, as agreed at the start of the term. The purpose is to allow the outgoing executive officer to support the incoming executive officer for a period of time to provide for a smooth succession and to provide resources to the Company in particular areas of expertise. In these circumstances, the Company maintains pension contributions and other benefits such as medical and insurance, and the executive officer continues to vest in previously granted stock options. The executive officer, however, is no longer eligible for additional equity incentive compensation or, once his or her work time is reduced, for an annual cash incentive.
Schlumberger seeks to provide benefit plans, such as medical coverage and life and disability insurance, on a country-by-country basis in line with market conditions. Where the local practice is considered to be less than
the Schlumberger minimum standard, the Company generally offers this Schlumberger standard. Executive officers are eligible for the same benefit plans provided to other employees, including medical coverage and life and disability insurance as well as supplemental plans chosen and paid for by employees who wish additional coverage. There are no special insurance plans for executive officers.
Schlumberger provides only minimum perquisites to its executive officers, which (as to the NEOs) have been identified in the narrative notes to the Summary Compensation Table. The same perquisites are generally available to all professional-level employees. For example, relocation assistance is provided to all employees on a Company-wide basis.
No Employment Agreements
Our executive officers do not have employment, severance or change-in-control agreements, except for those in connection with phased retirement as described above. The Companys executive officers serve at the will of the Board of Directors, which enables the Company to terminate their employment using judgment as to the terms of any severance arrangement and based on specific circumstances at the time they cease being executive officers.
Recoupment of Performance-Based Cash Awards
On the recommendation of the Compensation Committee in July 2006, the Board of Directors adopted a policy on recouping performance-based cash awards in the event of specified restatements of financial results. Under the policy, if financial results are significantly restated due to fraud or intentional misconduct, the Board will review any performance-based cash awards paid to executive officers who are found to be personally responsible for the fraud or intentional misconduct that caused the need for the restatement and will, to the extent permitted by applicable law, require recoupment of any amounts paid in excess of the amounts that would have been paid based on the restated financial results.
2013 Say-on-Pay Advisory Vote to Approve Executive Compensation
Schlumberger provided stockholders a say-on-pay advisory vote to approve its executive compensation in April 2013. At Schlumbergers 2013 annual general meeting of stockholders, stockholders expressed substantial support for the compensation of its NEOs, with approximately 96% of the votes cast for approval of the say-on-pay advisory vote. The Compensation Committee carefully evaluated the results of the 2013 annual advisory say-on-pay vote at its April meeting. The Compensation Committee also considers numerous other factors in evaluating Schlumbergers executive compensation program as discussed in this CD&A. While each of these factors informed the Committees decisions regarding the NEOs compensation, the Compensation Committee did not implement changes to our executive compensation program as a result of the stockholder advisory vote.
Impact of Tax Treatment
Schlumberger grants both incentive stock options and non-qualified stock options according to U.S. tax regulations. The Company has a qualified French sub plan for stock options, restricted stock and restricted stock units to comply with French regulatory requirements. Stock options granted under the French sub plan have four-year cliff vesting rather than the usual five-year ratable vesting, and restricted stock and restricted stock units granted under the French sub plan have two-year cliff vesting and a two-year holding period rather than the usual three-year cliff vesting schedule.
Section 162(m) of the Internal Revenue Code limits the deductibility of certain compensation expenses in excess of $1,000,000 per individual covered employee. The Companys equity incentive plans are intended to
provide stock options that qualify as performance-based compensation for purposes of Section 162(m) so that stock options are not expected to be subject to the $1 million limitation. PSUs are also designed to meet the requirements for qualified performance-based compensation exempt from the deduction limitations of Section 162(m). The Compensation Committee believes that the lost deduction on cash compensation payable in excess of the $1 million limitation for the named executive officers is not material relative to the benefit of being able to adjust incentives as determined appropriate under a plan that is not subject to the conditions of Section 162(m). Accordingly, the Compensation Committee retains the discretion to pay compensation that is subject to the $1,000,000 deductibility limit. Section 409A of the Internal Revenue Code requires that deferred compensation either comply with certain deferral election and payment rules or be subject to a 20% additional tax. The Companys compensation programs and awards are designed to make them exempt from or compliant with Section 409A; however, there can be no guarantee that the programs and awards are so exempt or compliant.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with the Companys management the Compensation Discussion and Analysis included in this proxy statement. Based on that review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE SCHLUMBERGER BOARD OF DIRECTORS
2013 Summary Compensation Table
The following table sets forth the compensation paid by the Company and its subsidiaries for the fiscal year ended December 31, 2013 to the Chief Executive Officer, the Chief Financial Officer, the next three most highly compensated executive officers who were serving as executive officers as of December 31, 2013, and two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer as of December 31, 2013 (each an NEO or a named executive officer).
The value of the 2013 PSUs at the grant date, assuming achievement of the maximum performance level of 250%, would be: Mr. Kibsgaard $28,499,048; Mr. Ayat $9,898,928; Mr. Pai $11,906,895; Mr. Belani $8,912,558; Mr. Oestdahl $8,912,558; Mr. Poupeau $7,926,188; and Mr. Juden $6,693,225.
The NEOs may never realize any value from the PSUs and, to the extent that they do, the amounts realized may have no correlation to the amounts reported above.
The amount reflected in the Options Award column is the aggregate grant date fair value for option grants in 2013, computed in accordance with ASC Topic 718. This amount reflects an accounting expense and does not correspond to actual value that may be realized by the NEOs in the future. The number of options granted in 2013 to each NEO is provided in the Grants of Plan-Based Awards for Fiscal Year 2013 table on page 53. The fair value of each grant is established on the date of grant using the Black-Scholes option-pricing model with the following assumptions for the grant date indicated.
The NEOs may never realize any value from these stock options and, to the extent that they do, the amounts realized may have no correlation to the amounts reported above.
Employment Agreements with Former Executive Officers
In 2013, Messrs. Oestdahl and Pai each resigned from their positions effective February 11, 2013 and May 8, 2013, respectively, and each assumed the role of advisor to the CEO. In connection with their respective resignations, they ceased being executive officers of the Company.
The Company entered into an employment agreement with Mr. Oestdahl effective as of March 1, 2013. Pursuant to this agreement, Mr. Oestdahl will serve through February 28, 2015, at which time his employment
with the Company will terminate. Until the earlier of the date that Mr. Oestdahl commences new employment or February 28, 2015, he is entitled to a base salary of 396,231.49 Kronor per month. He is also entitled to continue to participate in the Companys health, welfare and insurance plans and to continue to accrue benefits under the Companys pension plans based on an annual base salary of 4,754,777.88 Kronor through February 28, 2015. Under the terms of the agreement, Mr. Oestdahl will continue to vest in stock options previously granted to him in accordance with the terms of the Companys stock plans.
The Company entered into a similar employment agreement with Mr. Pai effective as of July 1, 2013. Pursuant to this agreement, Mr. Pai will serve through June 30, 2015, at which time his employment with the Company will automatically terminate. Mr. Pai received a 400,000.00 payment on January 29, 2014, and is also entitled to receive, on or before January 1, 2017, a payment of 308,180, being equal to his Supplementary French Defined Benefit Pension Plan earned and valued as of June 2013. Under the terms of the agreement, Mr. Pai will continue to vest in stock options previously granted to him in accordance with the terms of the Companys stock plans.
Under both of Messrs. Oestdahls and Pais agreements, in the event of termination of employment on account of death or disability, the individual is entitled to any accrued base salary and benefits, including any death or disability benefits payable pursuant to Company plans. Such plans are generally available to all Company salaried employees. In the event of a termination by the Company for cause (defined as dishonesty relating to employment with the Company, conviction of a felony, or willful unauthorized disclosure of confidential information of the Company), the individual is entitled to receive only accrued base salary and benefits through his date of termination. The agreements also contain confidentiality provisions, agreements to execute a general waiver and release of claims, and non-competition provisions that apply to employment with specified competitors during the term of the agreement. If Mr. Pais or Mr. Oestdahls employment is terminated and he accepts employment with any of the specified competitors prior to the end of the term under his respective agreement, he must repay any amounts received under his agreement. Neither agreement provides for any severance or change in control benefits.
As noted above in the Compensation Discussion and Analysis, Schlumberger does not have employment, severance or change-in-control agreements with any of its other named executive officers.
Grants of Plan-Based Awards for Fiscal Year 2013
The following Grants of Plan-Based Awards table provides additional information about stock and option awards and equity incentive plan awards granted to Schlumbergers named executive officers during the year ended December 31, 2013.
Actual cash incentive amounts earned for 2013 have already been determined, will be paid in February 2014 and are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. For information regarding the annual cash incentive paid to Schlumbergers NEOs with respect to 2013 performance, please see Compensation Discussion and AnalysisElements of CompensationAnnual Cash Incentive Decisions for 2013.
Relative Performance Incentive. In 2013, the Compensation Committee approved the introduction of a relative performance incentive (RPI) component to the financial half of the annual cash incentive component for all executive officers, as discussed in the section of the CD&A entitled Annual Cash Incentive Decisions for 2013Introduction of Relative Performance Incentive (RPI). Any RPI payouts are based on averages of the relative one-year performance of each of our business units and geographic areas worldwide, comparing year-over-year revenue growth and margin growth in each business unit and geographic area against that of our two RPI comparator companies. To determine the RPI achievement across all of our business units and geographic areas worldwide, we first determine each companys comparative ranking in each geographic area, and then determine each business units score in each GeoMarket region based on a scale from 2 (if the business unit ranked first on each measure) to 6 (if it ranked third on each measure). For these purposes, we and the two RPI comparator companies are ranked in each geographic area based on full-year 2013 revenue growth and margin growth. References to geographic areas generally are to the geographic areas of the Company as to which financial results are publicly reported (e.g., North America, Latin America, and Middle East & Asia), and for the RPI comparator companies, the same or their nearest equivalent reported geographic area.
A business units score in each geographic area is determined by a combination of area ranking and business unit score based on a matrix of zero to 100%. We average a business units results for all GeoMarkets within a geographic area to determine that business units geographic area score, in each case weighting each GeoMarket and each segment equally. We then average the geographic area RPI scores for each business unit to determine its average global RPI score. The RPI achievement for our NEOs is the average of the global RPI scores of our global business units.
Once the global RPI percentage achievement is calculated, the result is compared to the performance payout schedule/matrix established by the Committee in July 2013.
Outstanding Equity Awards at Fiscal Year-End 2013
The following table provides information regarding unexercised stock options outstanding and outstanding PSU awards for each of our NEOs as of December 31, 2013.
Option Exercises and Stock Vested for Fiscal Year 2013
The following table sets forth certain information with respect to stock options exercised and restricted stock units that vested during 2013 for our NEOs.
Stock Awards (Columns (d) and (e))
The following table provides details of stock awards vested and value realized in 2013.
Pension Benefits for Fiscal Year 2013
Schlumberger maintains the following pension plans for executive officers and other employees, which provide for lifetime pensions upon retirement, based on years of service:
The following table and narrative disclosure set forth certain information with respect to pension benefits payable to the named executive officers.
Tax-Qualified Pension Plans
Both the SLB Pension Plan and the STC Pension Plan are U.S. tax-qualified pension plans. These plans have substantially identical terms. Employees may participate in one or both of these plans in the course of their careers with Schlumberger, in which case they become entitled to a pension from each plan based upon the benefits accrued during the years of service related to each plan. These plans are funded through cash contributions made by the Company and its subsidiaries based on actuarial valuations and regulatory requirements. Benefits under these plans are based on an employees admissible compensation (generally base salary and cash incentive) for each year in which an employee participates in the plan, and the employees length of service with Schlumberger.
Since January 1, 1989, the benefit earned has been 1.5% of admissible compensation for service prior to the employees completion of 15 years of active service and 2% of admissible compensation for service after completion of 15 years of active service. Normal retirement under these plans is at age 65; however, early retirement with a reduced benefit is possible at age 55 or as early as age 50 with 20 years of service. Messrs. Poupeau and Pai are eligible for early retirement with a reduced pension. Additionally, under the rule of 85, an employee or executive officer who terminates employment after age 55 and whose combined age and service is 85 or more, is eligible for retirement with an unreduced pension. Messrs. Ayat and Belani are eligible for retirement with an unreduced pension under the rule of 85. The benefits are usually paid as a lifetime annuity.
In 2004, the above plans were amended to generally provide that employees hired on or after October 1, 2004 would not be eligible to participate. Newly-hired employees are eligible to participate in an enhanced defined contribution plan, which provides a Company contribution, depending on the employees 401(k) contribution and the profitability of the Company in any year. None of the NEOs were affected by this change.
Schlumberger Supplementary Benefit PlansNonqualified Pension
Both the SLB Supplementary Plan and the STC Supplementary Plan provide non-tax-qualified pension benefits. Each of these plans, which have substantially identical terms, provides an eligible employee with benefits equal to the benefits that the employee is unable to receive under the applicable qualified pension plan due to the U.S. Internal Revenue Code of 1986, as amended (the Code) limits on (i) annual compensation that can be taken into account under qualified plans and (ii) annual benefits that can be provided under qualified plans. The retirement age under nonqualified pension plans is the same as under the tax-qualified pension plans. These benefits are subject to forfeiture if the employee leaves the Company before the age of 50 with five years of service, engages in certain dishonest acts or has violated a confidentiality arrangement involving the Company or its affiliates. Messrs. Ayat and Belani are eligible for retirement with an unreduced pension under the rule of 85, described above. Nonqualified plan benefits are paid to an employee upon separation from service, provided the employee has attained the age of 55, or if earlier, the age of 50 with 20 years of service. Payment is made as a joint and survivor annuity, if married; otherwise, payment is made as a life-only annuity. Payment to key employees is delayed six months following separation from service. These nonqualified plan benefits are payable in cash from the Companys general assets and are intended to qualify as excess benefit plans exempt from certain requirements of Title I of the Employee Retirement Income Security Act of 1974 (ERISA).
French Supplementary Pension Plan
Effective January 2006, the Company adopted the SLB French Supplementary Plan for exempt employees in France. The plan complements existing national plans and provides a pension beginning after age 60 when an employee retires from Schlumberger and is eligible for a French state pension under the current rules at the time of retirement. The benefit is equivalent to 1.5% of admissible compensation (generally base salary and cash incentive) above the earnings cap for fewer than fifteen years of service and 2% of admissible compensation for more than fifteen years of service. No employee contributions are required or permitted. The benefit is paid as a life-time annuity. If an eligible employee leaves the Company before age 60 or is otherwise not entitled to a French pension, then the employee would not receive a benefit under the plan. If the eligible employee is
terminated after age 55, is not subsequently employed and is otherwise entitled to a French pension, then the employee would receive a benefit under the plan. The Company does not grant and does not expect to grant extra years of credited service under the tax-qualified pension plans to executive officers.
International Staff Pension Plan
Recognizing the need to maintain a high degree of mobility for certain of the Companys employees who otherwise would be unable to accumulate any meaningful pension because they are required to work in many different countries, the Company maintains the SLB International Staff Pension Plan for such employees. All of the Companys named executive officers have either been in the SLB International Staff Plan at some time during their career prior to becoming an executive officer or are in the plan because of their current assignment. This plan provides for a lifetime annuity upon retirement based on a specified number of years of service. The plan is funded through cash contributions made by the Company or its subsidiaries, along with mandatory contributions by employees.
Prior to January 2010, benefits under this plan were based on a participants admissible compensation (base salary, geographical or rotational coefficient, as applicable, and cash incentive) for each year in which the employee participated in the plan and the employees length of service. The benefit earned up to December 31, 2009 is 2.4% of admissible compensation prior to completion of 15 years of service, and 3.2% of admissible compensation for each year of service after 15 years. Following the completion of 20 years of service, the benefit earned with respect to the first 15 years of service is increased to 3.2%. Benefits are payable upon normal retirement age, at or after age 55, or upon early retirement with a reduction, at or after age 50 with 20 years of service. Messrs. Ayat and Belani are eligible for normal retirement with no reduction. Messrs. Poupeau and Pai are eligible for early retirement with a reduced pension.
Since January 1, 2010, the benefit earned has been equal to 3.5% of admissible compensation regardless of an employees years of service. Benefits earned on or after this date are payable upon normal retirement age, at or after age 60, or upon early retirement with a reduction, at or after age 55.
Nonqualified Deferred Compensation for Fiscal Year 2013
The following table and narrative disclosure set forth certain information with respect to nonqualified deferred compensation payable to the NEOs.
SLB Supplementary Benefit PlanNon-Qualified Profit Sharing
The SLB Supplementary Plan provides certain non-tax-qualified defined contribution benefits for eligible employees, including executive officers. Schlumberger Technology Corporation maintains a plan with substantially identical terms.
The SLB Supplementary Plan provides an eligible employee with discretionary Company profit sharing contributions that are not permissible under the applicable tax-qualified plan due to Code limits on (1) annual compensation that can be taken into account under the qualified plan and (2) annual benefits that can be provided under the qualified plan. These nonqualified plan benefits are credited with earnings and losses as if they were invested in the qualified plan, with the same employee investment elections as the qualified plan. An employee forfeits all rights under the SLB Supplementary Plan if the employee terminates employment before completing four years of service, engages in certain dishonest acts or has violated a confidentiality arrangement involving the Company or its affiliates. These nonqualified plan benefits are paid in a lump-sum payment following the end of the year in which the employee terminates active service. If the employee dies before full payment of these benefits, the unpaid benefits are paid in a lump sum to the beneficiaries designated under the applicable qualified plan. Payment to key employees is delayed six months following separation from service.
SLB Restoration Savings Plan
The SLB Restoration Savings Plan, a non-qualified deferred compensation plan, provides certain defined contribution benefits for eligible employees, including the named executive officers. The SLB Restoration Savings Plan allows an eligible employee to defer compensation (and receive an associated employer match) that the employee cannot defer under the applicable tax-qualified plan because of Code limits on the amount of compensation that can be taken into account.
An eligible employee may elect in advance to defer a percentage (from 1% to 15% or, effective January 1, 2013, up to 50%) of his or her compensation (generally base salary and cash incentive) over the Code compensation limits. The election cannot be changed during the year. The Company makes an annual matching contribution with respect to each employees deferrals for a year, if the employee is still employed by the Company or an affiliate on the last day of the year. For employees who participate in a Schlumberger pension plan, the amount of the matching contribution is equal to one-half of the first 6% deferred by the employee in profitable years. For employees who do not participate in a Schlumberger pension plan, the matching contribution is 100% on the first 6% deferred by the employee. Historically, the Company has not made a matching contribution in non-profitable years; provided, however, that effective January 1, 2013, the match is made each payroll period and is not contingent on profits. Employees accounts are credited with interest, calculated to mirror the interest earnings of the Short-Term Fixed Income Fund (-0.43% in 2013) under the Schlumberger Master Profit Sharing Trust. Matching contributions and related interest vest based on the employees years of service, as follows:
An employees account fully vests on his or her death, his or her 60th birthday or plan termination. An employees vested account balance is paid in a single lump sum (subject to tax withholding) following the participants death, qualifying disability, retirement or other qualifying termination of employment. However, an employee forfeits all benefits under the plan if a determination is made that the employee has engaged in certain dishonest acts or violated a confidentiality arrangement involving Schlumberger or its affiliates. Payment to key employees is delayed six months following separation from service.
SLB International Staff Profit-Sharing Plan
Schlumberger maintains the SLB International Staff Profit-Sharing Plan, which provides for an annual employer contribution based on admissible compensation (base salary, geographical or rotational coefficient, as applicable, and cash incentive). Amounts allocated to the participants accounts share in investment gains and/or losses of the trust fund and are generally distributed in a lump sum upon the satisfaction of certain conditions on termination of employment. Benefits earned under the SLB International Staff Profit-Sharing Plan will be
forfeited upon a determination by the SLB International Staff Profit-Sharing Plans administrator that the employees separation from service was due to or in circumstances of fraud or misconduct detrimental to the Company, an affiliate or any customer.
Potential Payments Upon Termination or Change in Control for Fiscal Year 2013
No Additional Payments Upon Termination or Change in Control
Schlumbergers executive officers generally receive the same benefits as other employees. As is the case with other compensation arrangements, any differences are generally due to local (country-specific) requirements. In line with this practice, executive officers do not have employment agreements, golden parachutes or change in control agreements, except for employment agreements in connection with phased retirement. The Companys executive officers serve at the will of the Board of Directors, which enables the Company to terminate their employment using judgment as to the terms of any severance arrangement and based on specific circumstances at the time they cease being executive officers.
All salaried employees who receive stock options, and all senior executives who receive PSUs, are subject to the same terms and conditions in the event of a termination or change in control, except for certain stock options assumed in connection with our 2010 acquisition of Smith, none of which are held by any NEO.
Schlumberger has a practice of phased retirement, which may be offered to executive officers (other than the CEO) approaching retirement, at the discretion of the Company. See Compensation Discussion and AnalysisBenefitsRetirement Practices for a more detailed discussion.
Termination of Employment
Stock Options. This section summarizes the consequences for NEOs and other employees under our stock option plans and standard form of stock option award agreement in the event an option holders employment terminates.
Notwithstanding the vesting and exercisability provisions described above, an option holder may forfeit his or her right to exercise stock options, and may have certain prior option exercises rescinded, if such holder engages in detrimental activity within one year after termination of employment (or five years after termination of employment in the event of retirement or disability).
If an optionee dies following termination of employment, but during the period in which the optionee would otherwise be able to exercise the option, then the person entitled under the option holders will or by the applicable laws of descent and distribution will be entitled to exercise the option until the earlier of (i) 60 months following the date of the optionees termination of employment or (ii) the expiration of the original term. Death following termination of employment will not result in any additional vesting, so that the option will be exercisable to the extent provided in the matrix above based on the circumstances of the optionees termination of employment.
PSUs. This section summarizes the consequences for NEOs holding PSUs granted under the Companys 2010 Omnibus Stock Incentive Plan and subject to the Companys standard form of 1-year, 2-year or 3-year PSU award, in the event the PSU holders employment terminates.
One-year PSUs are automatically forfeited upon the holders termination of employment with the Company and its subsidiaries for any reason prior to the vesting date (i.e., the 1-year anniversary of the grant date).
Two-year and 3-year PSUs are treated as follows upon the holders termination of employment with the Company and its subsidiaries prior to the vesting date (i.e., the 2- or 3-year anniversary of the grant date as applicable).
For these purposes retirement is defined as termination of employment with the Company and all subsidiaries at or after (i) age 55 or (ii) age 50 and completion of at least 10 years of service with the Company and all subsidiaries; and disability is defined as a disability (whether physical or mental impairment) which totally and permanently incapacitates the holder from any gainful employment in any field which the holder is suited by education, training, or experience, as determined by the Compensation Committee.
In addition, for all PSU awards, if a holder engages in detrimental activity, the PSU holder will automatically forfeit the PSUs without the payment of any consideration. Detrimental activity is defined as any activity that is determined by the Compensation Committee to be detrimental to the interests of the Company or any of its subsidiaries, including disclosures of confidential or proprietary information, engaging in certain competitive activities, soliciting Company employees or customers, or otherwise taking any action that harms the business interests, reputation, or goodwill of the Company, prior to the date the awards are settled.
Because the 1-year, 2-year, and 3-year PSU awards held by each NEO as of December 31, 2013 were granted on January 17, 2013, the termination of an NEOs employment for any reason (including as a result of death, disability or retirement) as of December 31, 2013, would result in the executives automatic forfeiture of all PSUs without consideration as of such date. As previously stated, Messrs. Pai and Oestdahl each forfeited all PSUs that had been issued to them in 2013 in connection with their assumption of non-executive advisory positions with the Company.
Change in Control
Stock Options. Pursuant to Schlumbergers stock option plans and standard form of stock option award agreement (other than awards issued under the 2010 Omnibus Stock Incentive Plan and awards issued under the 2013 Omnibus Stock Incentive Plan), in the event of any reorganization, merger or consolidation where Schlumberger is not the surviving corporation, or upon the liquidation or dissolution of Schlumberger, all outstanding stock option awards will, unless alternate provisions are made by Schlumberger in connection with the reorganization, merger or consolidation for the assumption of such awards, become fully exercisable and vested, and all holders will be permitted to exercise their options for 30 days prior to the cancellation of the awards as of the effective date of such event. Under the 2010 Omnibus Stock Incentive Plan and the 2013 Omnibus Stock Incentive Plan, the Compensation Committee retains the discretion to adjust outstanding awards in the event of corporation transactions and outstanding options may be, but are not required to be, accelerated upon such a transaction.
The following table sets forth the intrinsic value of the unvested stock options held by each named executive officer as of December 31, 2013 that would become vested upon the occurrence of death, disability or a change in control in which Schlumberger is not the surviving entity and alternative provisions are not made for the assumption of awards, as described in the preceding paragraphs. Due to the number of factors that affect the nature and amount of any benefits provided upon these events, any amounts actually paid or distributed may be different. Factors that could affect these amounts include the time during the year of any such event and the price of Schlumberger common stock.
If Schlumberger merges or consolidates with another entity and is the surviving entity, then a holder of stock options granted pursuant to Schlumbergers stock options plans will be entitled to receive, upon exercise or vesting, in lieu of the number of shares with respect to which the award is exercisable or vested, the number and class of shares of stock or other securities that the holder would have been entitled to receive under the terms of
such merger or consolidation if, immediately prior to such event, such holder had been the holder of record of the number of shares of Schlumberger common stock equal to the number of shares as to which such award is then exercisable or vested.
PSUs. Under Schlumbergers 2010 Omnibus Stock Incentive Plan, in the event of a merger, consolidation, acquisition of property or stock, separation, spinoff, reorganization or liquidation, the Board of Directors may, in its sole discretion, (1) provide for the acceleration of the vesting of any awards, including PSUs, or (2) decide to cancel any awards, including PSUs, and deliver cash to the holders in an amount that the Board of Directors determines in its sole discretion is equal to the fair market value of such awards on the date of such event. However, no current agreement with respect to the PSUs currently provides for any definitive special treatment upon such a merger, consolidation, acquisition of property or stock, separation, spinoff, reorganization or liquidation.
The following table sets forth the value of the unvested PSUs at target held by each NEO as of December 31, 2013 that would become vested upon the occurrence of a merger, consolidation, acquisition of property or stock, separation, spinoff, reorganization or liquidation assuming that the Board of Directors elects to accelerate the vesting of PSUs as provided in the previous paragraph. Due to the number of factors that affect the nature and amount of any benefits provided upon these events, any amounts actually paid or distributed may be different. Factors that could affect these amounts include the price of Schlumberger common stock and achievement by the Company of the relevant performance metric.
Schlumbergers pension plans and non-qualified deferred compensation plans include the same terms and conditions for all participating employees in the event of a termination or change in control. Other than the Schlumberger Restoration Savings Plan, none of Schlumbergers non-qualified plans provide for the accelerated payment of benefits upon a change in control. For more information on these plans, see the Pension Benefits for Fiscal Year 2013 table and accompanying narrative above and the Nonqualified Deferred Compensation for Fiscal 2013 table and accompanying narrative above.
The following table sets forth the amounts as of December 31, 2013 of benefit payments that would be accelerated under the Schlumberger Restoration Savings Plan upon a change in control.
Subject to satisfying certain age, service and contribution requirements, all US employees are eligible to participate in a retiree medical program. Generally, this program provides comprehensive medical, prescription drug and vision benefits for retirees and their dependents until attaining age 65. For Schlumberger employees who turn age 40 prior to 2014, and excluding those employees who became Schlumberger employees as a result of the Smith acquisition, retiree medical benefits continue beyond age 65, at which time Medicare becomes primary and the Schlumberger plan becomes secondary, paying eligible charges after Medicare has paid.
DIRECTOR COMPENSATION IN FISCAL YEAR 2013
Following review of comparative market data provided by Pay Governance, the Compensation Committee in 2013 determined not to increase non-employee director compensation.
Non-employee directors receive an annual cash retainer of $100,000 plus an additional annual fee of $10,000 for membership on each committee. The chair of each committee receives an additional annual fee of $20,000 in lieu of the additional annual fee of $10,000 for committee membership. Directors who are employees of Schlumberger do not receive compensation for serving on the Board. Additionally, Schlumbergers current practice is to grant each non-employee director shares of Schlumberger common stock each April. Effective April 30, 2013, Schlumberger granted each non-employee director 2,250 shares of Schlumberger common stock. Although Schlumbergers Directors Stock and Deferral Plan provides that annual stock awards to non-employee directors may be in the form of shares of common stock, shares of restricted common stock or restricted stock units, Schlumbergers practice has been to issue only shares of common stock. Schlumberger directors have never received restricted common stock or restricted stock units as director compensation.
Mr. Tony Isaac was elected non-executive Chairman of the Board in April 2012, having previously served as Schlumbergers independent lead director. In January 2012, the Board, upon recommendation of the Compensation Committee and based on market data provided by Pay Governance, determined that in consideration of the additional responsibilities required of an independent non-executive Chairman of the Board, Mr. Isaacs annual compensation for service as independent non-executive Chairman of the Board would be $400,000, in addition to amounts otherwise payable to Mr. Isaac as a director, as described in the paragraph above. Accordingly, the amount for Mr. Isaac in the Director Compensation table below (under the Fees Earned or Paid in Cash column) includes this increased compensation. Mr. Isaac did not participate in any discussions or in the decision regarding his compensation.
The following table provides information on Schlumbergers compensation for non-employee directors in 2013.
If an independent director joins our Board or becomes Chair of a committee of our Board after the start of any year, he or she will receive compensation prorated according to the number of months during which he or she served in that position during that year. As a result, the fees disclosed in this column are subject to adjustment
Director Stock Ownership Guidelines
The Board believes that ownership of Schlumberger stock by Board members aligns their interests with the interests of the Companys stockholders. Accordingly, the Board has established a guideline that each non-employee Board member must, within five years of joining the Board, own at least 10,000 Schlumberger common shares or restricted stock units. As of December 31, 2013, each of our current non-employee directors who have been Board members for at least five years is in compliance with these stock ownership guidelines.
EQUITY COMPENSATION PLAN INFORMATION
The table below sets forth the following information as of the end of December 31, 2013 for all equity compensation plans approved by our stockholders. Schlumberger currently has no equity compensation plans, other than 401(k) savings plans, that are not approved by our stockholders.