SLB NV (SLB)
Sector: Energy
2026 Annual Meeting Analysis
SLB NV · Meeting: April 8, 2026
Directors FOR
5
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of nine director nominees to our Board of Directors
Against Analysis
Coleman joined in 2021 (5 years tenure), so the 3-year TSR trigger fires; however, SLB's 5-year total return of +88.7% beats the strong-positive threshold table (gap of -17.0pp vs peers is well below the 65pp threshold needed to also fail the 5-year test), so the 5-year mitigant downgrades the vote to FOR.
De La Chevardière joined in 2019 (7 years tenure), so the 3-year trigger fires; but SLB's 5-year return of +88.7% places it in the strong-positive tier where the peer underperformance gap of -17.0pp is well below the 65pp threshold, so the 5-year mitigant applies and the vote is downgraded to FOR.
Galuccio has served since 2017 (9 years tenure) and is classified as non-independent due to ~$380 million in annual commercial transactions between SLB and Vista Energy, where he serves as Chairman and CEO; while the 5-year TSR mitigant would otherwise downgrade the TSR trigger to FOR, the non-independence flag is a separate governance concern — however, per policy the non-independence trigger for a No vote applies specifically to audit or compensation committee membership, and Galuccio serves only on the Finance Committee, so no policy-based No vote is required on that ground alone, and the 5-year mitigant resolves the TSR trigger, resulting in FOR.
Le Peuch has served as CEO and director since 2019 (7 years tenure) and is subject to the TSR trigger like all directors; the 3-year trigger fires on the peer gap of -59.1pp, but SLB's 5-year total return of +88.7% and the corresponding peer gap of only -17.0pp (well below the 65pp strong-positive threshold) means the 5-year mitigant applies, downgrading the vote to FOR.
For Analysis
Hackett joined in 2023 (3 years tenure), which is more than 24 months so the TSR trigger is not automatically exempt, but the 5-year mitigant applies (SLB 5-year return +88.7% is strong positive, and the -17.0pp peer gap is well below the 65pp threshold), and he holds 2 outside public board seats (Enterprise Products Holdings and Fluor), which is within the policy limit of fewer than 4 for non-executive directors.
Leupold joined in 2021 (5 years tenure); the 3-year TSR trigger fires on the -59.1pp peer gap, but SLB's 5-year return of +88.7% and the -17.0pp 5-year peer gap are well below the 65pp strong-positive threshold, so the 5-year mitigant applies and the vote is FOR; he holds no other listed company board seats.
Moræus Hanssen joined in 2020 (6 years tenure); the 3-year TSR trigger fires, but the 5-year mitigant applies given SLB's +88.7% 5-year return and a -17.0pp peer gap well below the 65pp strong-positive threshold; she holds 2 outside public board seats (Kosmos Energy and Scatec), within policy limits, and all committee memberships are appropriate.
Narayanan joined in 2021 (5 years tenure); the 3-year TSR trigger fires, but the 5-year mitigant applies given SLB's +88.7% 5-year return and the -17.0pp peer gap well below the 65pp strong-positive threshold; she holds 2 outside public board seats (HCL Technologies and ReNew Energy Global), within policy limits.
Sheets joined in 2019 (7 years tenure); the 3-year TSR trigger fires, but the 5-year mitigant applies given SLB's +88.7% 5-year return and the -17.0pp peer gap well below the 65pp strong-positive threshold; he qualifies as an audit committee financial expert and chairs the Compensation Committee, and holds 2 outside public board seats (Chord Energy and Westlake Corporation), within policy limits.
The 3-year TSR trigger fires for all directors with more than 24 months of tenure, as SLB's 3-year total return of +1.9% trails the company-disclosed peer group median of +61.0% by 59.1 percentage points, well above the 35pp threshold applicable to the low-positive TSR tier. However, the 5-year mitigant applies to all directors because SLB's 5-year total return of +88.7% places it in the strong-positive tier, and the 5-year peer gap of only -17.0pp is far below the 65pp threshold required to sustain an AGAINST vote — meaning the 3-year underperformance appears to be a recent development against a longer-term track record of solid shareholder returns. As a result, all nine directors are voted FOR after applying the mitigant. Galuccio's non-independence due to the $380M Vista Energy commercial relationship is noted as a governance flag, but does not trigger a policy-based No vote since he serves only on the Finance Committee, not the Audit or Compensation Committee.
Say on Pay
✓ FORCEO
Olivier Le Peuch
Total Comp
N/A
Prior Support
94.5%%
SLB's executive pay program is heavily performance-based — approximately 90% of the CEO's target pay is at risk, with long-term equity awards (performance stock awards and time-based restricted stock) comprising the largest share, and the mix of absolute and relative metrics (free cash flow margin, return on capital employed, and total shareholder return) represents a sound incentive structure. The 2023-2025 long-term award cycle produced a blended payout of 113% of target, with above-target free cash flow margin and return-on-capital results partially offset by zero payout on the relative stock performance component — demonstrating that the plan does penalize executives when shareholders underperform peers. Prior-year shareholder support was 94.5%, well above the 70% threshold, and no structural concerns regarding clawback policy, equity dilution (burn rate of only 0.52%), or fixed pay dominance are present, supporting a FOR vote.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PwC is a Big 4 firm appropriate for a company of SLB's size and complexity ($69B market cap, global operations); no fee table data was available in the filing excerpt to compute the non-audit fee ratio, and auditor tenure was not disclosed, so neither the fee ratio trigger nor the tenure trigger can fire — per policy, the vote defaults to FOR when confirmed data is absent.
Overall Assessment
The 2026 SLB annual meeting presents a clean ballot from a governance perspective: all nine director nominees receive FOR votes after the 5-year TSR mitigant resolves what would otherwise be a broad AGAINST sweep driven by SLB's recent 3-year underperformance versus peers, and the Say on Pay vote is supported given a well-structured, heavily performance-weighted compensation program with strong prior shareholder approval. The auditor ratification defaults to FOR in the absence of disclosed fee data and tenure information, and the equity plan amendment falls outside current policy scope.
Compensation Peer Group
34 companies disclosed in 2026 proxy filing