SLB NV (SLB)
Sector: Energy
2026 Annual Meeting Analysis
SLB NV · Meeting: April 8, 2026
Directors FOR
0
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of nine director nominees to our Board of Directors
Against Analysis
The 3-year underperformance trigger fires (SLB trailed its named peer group by 57.1 percentage points, well above the 35pp threshold), but the 5-year record shows SLB outperforming its peer median by 21.9 percentage points — well within the 35pp threshold — indicating the recent underperformance is a transient dip in an otherwise solid longer-term track record, so the vote is downgraded to FOR.
The 3-year underperformance trigger fires (57.1pp gap vs peer median, above the 35pp threshold), but the 5-year comparison shows SLB ahead of peers by 21.9 percentage points, well below the 35pp re-trigger threshold, indicating the underperformance is recent rather than sustained, so the vote is downgraded to FOR.
The 3-year underperformance trigger fires (57.1pp gap vs peer median), but the 5-year record shows SLB outperforming peers by 21.9 percentage points (below the 35pp re-trigger threshold), suggesting the recent dip is not part of a sustained pattern, so the vote is downgraded to FOR; separately noted that Mr. Galuccio is non-independent due to SLB's $380M commercial relationship with Vista Energy, but he does not serve on any independence-required committee.
SLB's 3-year total shareholder return trailed its named compensation peer group by 57.1 percentage points, well above the 35pp trigger threshold for a company with low-positive absolute returns; Mr. Hackett joined in 2023 and has been on the board for approximately 3 years (more than 24 months, so not exempt), and because he has less than 5 years of tenure, the 5-year mitigant cannot be applied — the AGAINST vote stands.
As CEO and executive director, Mr. Le Peuch is subject to the same TSR trigger as all other directors; the 3-year peer underperformance of 57.1pp exceeds the 35pp threshold, but the 5-year comparison shows SLB outperforming peers by 21.9pp (below the re-trigger threshold), indicating the recent underperformance is transient against a solid longer-term record, so the vote is downgraded to FOR; this TSR-based director assessment is independent of the Say on Pay vote.
The 3-year underperformance trigger fires (57.1pp vs 35pp threshold), but the 5-year record shows SLB ahead of peers by 21.9 percentage points — well below the re-trigger threshold — indicating the underperformance is a recent development rather than a sustained problem, so the vote is downgraded to FOR.
The 3-year peer-relative underperformance of 57.1pp exceeds the 35pp threshold, but the 5-year comparison shows SLB outperforming the peer median by 21.9 percentage points (below the re-trigger threshold), so the recent 3-year dip appears transient and the vote is downgraded to FOR.
The 3-year peer underperformance of 57.1pp exceeds the 35pp threshold, but the 5-year record shows SLB ahead of the peer median by 21.9 percentage points (below the re-trigger threshold), indicating the underperformance is a recent dip within an otherwise adequate longer-term record, so the vote is downgraded to FOR.
The 3-year underperformance trigger fires (57.1pp gap vs the 35pp threshold), but the 5-year comparison shows SLB outperforming its peer median by 21.9 percentage points — below the re-trigger threshold — so the recent underperformance appears transient and the vote is downgraded to FOR.
For Analysis
All nine directors initially trigger the AGAINST threshold based on SLB's 3-year total return trailing its named compensation peer group by 57.1 percentage points (well above the 35pp policy threshold for a company with low-positive absolute 3-year returns of +9.5%). However, for the eight directors with 5 or more years of tenure, the 5-year mitigant applies: SLB's 5-year return exceeds its peer median by 21.9 percentage points, which is below the 35pp re-trigger threshold, indicating the underperformance is a recent transient dip rather than a sustained multi-year pattern — so those eight votes are downgraded to FOR. For Jim Hackett (joined 2023, approximately 3 years of tenure, insufficient data for 5-year comparison), the AGAINST vote stands without mitigation. All directors pass overboarding, attendance, independence, and qualifications checks.
Say on Pay
✓ FORCEO
Olivier Le Peuch
Total Comp
N/A
Prior Support
94.5%%
SLB's pay program is heavily performance-oriented — approximately 90% of the CEO's target pay is variable, with 75% of long-term awards in performance stock awards tied to rigorous multi-year free cash flow margin, relative return on capital employed, and relative total shareholder return goals; the TSR component paid zero for 2023-2025 (below minimum threshold), demonstrating that the incentive structure does penalize underperformance rather than paying out regardless of results. Prior shareholder support was 94.5%, no individual executive appears materially above benchmark based on available data, and the program includes a meaningful clawback policy covering both financial restatements and executive misconduct, so no policy triggers for a NO vote are met.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table with specific audit and non-audit fee amounts, so the non-audit fee ratio trigger cannot be evaluated; PwC is a Big 4 firm appropriate for a company of SLB's size and complexity, no material restatements are disclosed, and auditor tenure is not confirmed in the available text — per policy, the tenure trigger requires confirmed data to fire, so the default FOR vote applies.
Overall Assessment
The 2026 SLB annual meeting presents a nine-director slate where all nominees initially trip the 3-year peer-relative TSR underperformance trigger (SLB trailed its named peer group by 57.1 percentage points), but the 5-year mitigant rescues eight of nine directors — only Independent Board Chair Jim Hackett, who joined in 2023 and lacks sufficient tenure for a 5-year comparison, receives an AGAINST vote under the director TSR policy. The Say on Pay vote is supported given the strongly performance-linked pay structure, demonstrated willingness to pay zero on the TSR component when performance lagged, robust shareholder support of 94.5%, and a meaningful clawback policy.
Compensation Peer Group
34 companies disclosed in 2026 proxy filing