HALLIBURTON CO
For the period ended Apr 1, 2025. Filed Apr 1, 2025.
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Apr 1, 2025 · Filed Apr 1, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
HALLIBURTON COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
To Our Valued Shareholders
Fellow Shareholders:
On behalf of our Board of Directors, management team, and approximately 48,000 employees, thank you for your
investment in Halliburton.
In 2024, as a result of our clear strategy, collaboration, and focus on execution, we delivered full-year total company revenue
of $22.9 billion dollars. Our international business grew for the fourth year in a row with 6% year over year growth. Our North
America business declined 8% year over year, but outperformed rig count and completion activity. Additionally, in line with
our commitment to return cash to shareholders, we distributed approximately $1.6 billion in the form of dividends and stock
repurchases.
Energy plays a critical role in economic growth and prosperity, and in 2024, oil and gas consumption reached record highs.
As we enter 2025, the fundamentals for our business remain strong. Our team is focused on our strategy to deliver profitable
international growth, maximize value in North America, increase capital efficiency, deploy digital and automation solutions,
and advance cleaner, affordable energy.
Internationally, while the overall market is expected to be flat in 2025, we have the footprint, leading technology, and clear
strategy that give Halliburton unique opportunities to grow in 2025 and beyond. In North America, our strategy to maximize
value has proven to deliver strong profitability and returns, and our continued investment in technologies that lower total
costs and improve productivity and recovery, coupled with our reliable execution, make Halliburton the leader in this market.
Our value proposition – to collaborate and engineer solutions to maximize asset value for our customers – positions us to
capitalize on these opportunities and outpace our competition.
Your vote is important regardless of how many shares you own. We invite you to attend our Annual Meeting on May
21, 2025, at our corporate office in Houston, Texas. Whether or not you are able to join us in person, please review the
proxy materials and vote as soon as possible. You may vote by phone, online, or if you received a paper proxy, through the
mail. See the Notice of Annual Meeting for instructions on how to vote.
On behalf of the Board of Directors, thank you for your confidence in Halliburton.
Sincerely,
| Jeffrey A. MillerChairman, President and CEO | Robert A. MaloneLead Independent Director |
|---|
| ii | HALLIBURTON | 2025 Proxy Statement | www.halliburton.com |
|---|
Table of Contents
| Letter from the Chairman, President and CEO and Lead Independent Director | i |
|---|---|
| Notice of Annual Meeting of Shareholders | 1 |
| Proxy Statement Summary | 2 |
| 2024 Strategic Priorities | 2 |
| 2024 Performance Overview | 2 |
| Our 2025 Board Nominees | 3 |
| Our 2024 Named Executive Officers | 3 |
| Our Executive Compensation Program | 4 |
| Our Year-round Shareholder Engagement | 5 |
| Corporate Governance | 6 |
| Corporate Governance Guidelines and Committee Charters | 6 |
| Code of Business Conduct | 6 |
| Related Persons Transactions Policy | 6 |
| Insider Trading Policies | 7 |
| The Board of Directors and Standing Committees of Directors | 7 |
| Board Leadership | 7 |
| Board and Committee Oversight | 8 |
| Members of the Committees of Our Board of Directors | 10 |
| Board Attendance | 10 |
| Evaluation of Board and Director Performance | 11 |
| Shareholder Nominations of Directors | 11 |
| Qualifications of Directors | 12 |
| Board Refreshment | 12 |
| Shareholder Engagement | 14 |
| Communication to the Board | 14 |
| Proposal No. 1 Election of Directors | 15 |
| Information about Nominees for Director | 17 |
| Directors’ Compensation | 28 |
| Directors’ Fees | 28 |
| Directors’ Equity Awards | 28 |
| Directors’ Deferred Compensation Plan | 28 |
| Directors’ Stock Ownership Requirements | 29 |
| Director Clawback Policy | 29 |
| 2024 Director Compensation | 30 |
| Stock Ownership Information | 32 |
| Delinquent Section 16(a) Reports | 32 |
| Stock Ownership of Certain Beneficial Owners and Management | 32 |
| Proposal No. 2 Ratification of Selection of Principal Independent Public Accountants | 34 |
| Audit Committee Report | 35 |
| Fees Paid to KPMG LLP | 36 |
| Proposal No. 3 Advisory Approval of Executive Compensation | 37 |
| Compensation Committee Report | 37 |
| www.halliburton.com | HALLIBURTON | 2025 Proxy Statement | iii |
|---|
| Compensation Discussion and Analysis | 38 |
|---|---|
| Shareholder Outreach and Board Activity | 39 |
| Straight from the Boardroom: Talking with Murry S. Gerber | 40 |
| 2024 CEO Compensation Overview | 41 |
| 2024 Performance Overview | 44 |
| The Foundation of Our Executive Compensation Program | 47 |
| Setting Executive Compensation | 49 |
| 2024 Executive Compensation Outcomes in Detail | 52 |
| Other Executive Benefits and Policies | 59 |
| Executive Compensation Tables | 63 |
| Summary Compensation Table | 63 |
| Supplemental Table: All Other Compensation | 64 |
| Grants of Plan-Based Awards in Fiscal 2024 | 66 |
| Outstanding Equity Awards at Fiscal Year End 2024 | 67 |
| 2024 Option Exercises and Stock Vested | 68 |
| 2024 Nonqualified Deferred Compensation | 69 |
| Employment Contracts and Change-in-Control Arrangements | 70 |
| Post-Termination or Change-in-Control Payments | 71 |
| Equity Compensation Plan Information | 74 |
| Pay Versus Performance | 75 |
| CEO Pay Ratio | 81 |
| General Information | 82 |
| Additional Information | 83 |
| Involvement in Certain Legal Proceedings | 83 |
| Advance Notice Procedures and Shareholder Proposals | 83 |
| Proxy Solicitation Costs | 83 |
| Other Matters | 84 |
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