HALLIBURTON (HAL)
Sector: Energy
2026 Annual Meeting Analysis
HALLIBURTON · Meeting: May 20, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2014 with strong energy industry credentials; HAL's 3-year return of +36.6% is strong positive and the gap versus the peer group median (-13.3pp) is well below the 50pp trigger threshold, so no TSR concern applies; holds one other public board seat (Marathon Petroleum), within the four-seat overboarding limit.
Director since 2016 with deep oil and gas executive experience; no TSR trigger fires given the strong positive absolute return and only -13.3pp gap versus peer median; holds one other public board seat (Crescent Energy), within limits.
Director since 2019 with engineering and academic leadership background relevant to Halliburton's technology strategy; no TSR trigger applies; holds one other public board seat (Peabody Energy), within limits.
Director since 2022 with finance and audit expertise; joined within the last four years so the 3-year TSR period overlaps only partially with his tenure, and in any event the peer underperformance gap of -13.3pp is far below the 50pp trigger; no other public board seats currently.
Director since 2012 with extensive energy and public company board experience; no TSR trigger fires; holds one other public board seat (BlackRock), within limits.
Director since December 2025, less than 24 months of tenure, so he is fully exempt from the TSR trigger under the new-director exemption; brings strong upstream oil and gas credentials; holds one other public board seat (ConocoPhillips), within limits.
Lead Independent Director since 2018 with broad energy and financial services executive experience; no TSR trigger applies; holds two other public board seats (Peabody Energy, Teledyne Technologies), within the four-seat limit for non-executive directors.
Chairman, President and CEO serving as an executive director since 2014; the 3-year peer underperformance gap of -13.3pp is well below the 50pp trigger for strong positive absolute TSR, so no TSR-based AGAINST vote is warranted; holds no outside public board seats.
Director since January 2026, well within the 24-month new-director exemption from the TSR trigger; brings deep operational and international experience as the company's new Chief Operating Officer; holds no outside public board seats.
Director since 2023 with senior executive and strategic planning experience; joined within the last three years and the TSR gap is well below the trigger threshold; holds one other public board seat (Ventas Corporation), within limits.
Director since 2023 with hands-on oil and gas operations and HSE expertise; joined within the last three years and no TSR trigger applies; holds one other public board seat (Tourmaline Oil Corp.), within limits.
Director since 2022 with legal, regulatory, and technology governance expertise; no TSR trigger fires; holds no other public board seats.
All twelve director nominees receive a FOR vote. Halliburton's 3-year stock return of +36.6% is solidly positive, and the company underperforms its disclosed compensation peer group median by only 13.3 percentage points over three years — well below the 50-point threshold required to trigger an AGAINST vote for strong-positive-return companies. No director is overboarded, attendance was at least 90% for all continuing directors, all committee members are independent, and the board includes relevant financial experts on the audit committee. Two directors (Leach and Slocum) joined within the past 24 months and are exempt from the TSR trigger.
Say on Pay
✓ FORCEO
Jeffrey A. Miller
Total Comp
$16,525,407
Prior Support
94%%
CEO Jeffrey Miller received total compensation of approximately $16.5 million for 2025, which is consistent with market-median targeting for a large-cap energy services company of Halliburton's size and complexity, and does not appear materially above benchmark. The pay program structure is strong: roughly 90% of the CEO's pay is variable and at-risk, with the largest portion tied to a multi-year (three-year) performance plan measuring Return on Capital Employed relative to peers plus a total shareholder return modifier — exactly the kind of long-term, relative performance metrics our policy favors. The prior year Say on Pay vote received approximately 94% support, well above the 70% threshold that would require a No vote absent change, and shareholders expressed broad satisfaction with the program design during 2025 engagement sessions.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
24 yrs
Audit Fees
$13,100,000
Non-Audit Fees
$2,200,000
KPMG has served as Halliburton's auditor since 2002, giving it approximately 24 years of tenure — one year short of the 25-year threshold that would trigger a No vote under our policy. Non-audit fees (audit-related fees of $0.5M + tax fees of $0.9M + all other fees of $0.8M = $2.2M) represent about 17% of core audit fees ($13.1M), comfortably below the 50% independence threshold. No material financial restatements are noted, and KPMG is a Big 4 firm fully appropriate for a company of Halliburton's size and complexity.
Overall Assessment
The 2026 Halliburton annual meeting ballot is straightforward and shareholder-friendly across the three core governance proposals. All twelve director nominees receive FOR votes (no overboarding, adequate attendance, strong board independence, and the company's 3-year stock underperformance versus peers is far below the policy trigger threshold), the auditor KPMG passes on both fee ratio and tenure tests, and the Say on Pay program earns a FOR based on strong at-risk pay design, use of long-term relative performance metrics, and 94% prior-year shareholder support.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing