SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED) - DEF 14A

UNITED STATES

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. ___)

Filed by the Registrant

Filed by a Party other than the Registrant

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	Preliminary Proxy Statement
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	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2024 Highlights

Financial

$	36.29 billion	$	4.46 billion	$	6.60 billion
revenue		net income attributable to SLB		cash flow from operations

$	3.27 billion	$	9.07 billion	$	3.99 billion
returned to shareholders through dividends and share repurchases		adjusted EBITDA⁺		free cash flow⁺

Sustainability

11% Scope 1 and 2	30% Scope 1 and 2
year-on-year reduction in emissions intensity	absolute emission reduction from 2019 baseline

18% Scope 3	26% Scope 3
year-on-year reduction in emissions intensity	absolute emission reduction from 2019 baseline

Inclusivity

40%
of Board committees chaired by women

25%
women in our global salaried workforce

Expanded
Parental
Leave Policy

+ See Appendix A for non-GAAP reconciliations

A Message from the Board of Directors

February 20, 2025

Dear SLB Shareholder,

2024 was a strong year for SLB, with the Company delivering revenue and EBITDA growth, margin expansion and solid free cash flow despite macroeconomic headwinds.

During the year, SLB returned $3.27 billion to shareholders through dividends and share repurchases. Additionally, in January 2025, we increased the quarterly dividend to $0.285 per share, the fourth increase in three years, reflecting a 128% increase since the beginning of 2022. And we recently initiated accelerated share repurchase transactions, which will support our ambition to return a minimum of $4.0 billion to shareholders in 2025.

In SLB’s Core business, we are making unmatched contributions to the discovery, development and production of oil and gas reserves, fueling global energy supply. SLB has the lead offering in Digital and we are pursuing meaningful opportunities in New Energy and decarbonization, where SLB has established a differentiated market position. Together, this is laying a strong foundation for SLB’s business, and the Company is poised to create enduring value for customers and shareholders.

During 2024, SLB announced an agreement to acquire ChampionX Corporation. This transaction will further strengthen SLB’s production and recovery capabilities, enabling us to deliver even greater value to our customers. This strategic acquisition will also enhance the resilience of the SLB portfolio, providing some stability against industry cycles in the years to come.

Overall, SLB’s 2024 results underscore the strength of our diverse portfolio to navigate evolving market dynamics. The Company’s achievements during the year are a testament to the performance of our global teams, the support of our partners, and the loyalty of our customers.

We thank you for your investment in SLB and for the opportunity to serve you and our Company as directors.

Sincerely,

Your Board of Directors

All references in this proxy statement to “SLB,” “the Company,” “we,” or “our” are to Schlumberger Limited (Schlumberger N.V.) and its subsidiaries.

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, goal, target, ambition, commitment, will, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain, and actual results or outcomes could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations include, but are not limited to, changing global economic and geopolitical conditions; changes in exploration and production spending by SLB’s customers and changes in the level of oil and natural gas exploration and development; the results of operations and financial condition of SLB’s customers and suppliers; SLB’s inability to achieve its financial and performance targets and other forecasts and expectations; SLB’s inability to achieve net-zero carbon emissions goals or interim emissions reduction goals; general economic, geopolitical, and business conditions in key regions of the world; the ongoing conflict in Ukraine; foreign currency risk; inflation; changes in monetary policy by governments; tariffs; pricing pressure; weather and seasonal factors; unfavorable effects of health pandemics; availability and cost of raw materials; operational modifications, delays, or cancellations; challenges in SLB’s supply chain; production declines; the extent of future charges; SLB’s inability to recognize efficiencies and other intended benefits from its business strategies and initiatives, such as digital or new energy, as well as its cost reduction strategies; changes in government regulations and regulatory requirements, including those related to offshore oil and gas exploration, radioactive sources, explosives, chemicals, and climate-related initiatives; the inability of technology to meet new challenges in exploration; the competitiveness of alternative energy sources or product substitutes; and other risks and uncertainties detailed in SLB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (2024 Annual Report), and other filings that we make with the SEC.

This proxy statement also includes forward-looking statements relating to the proposed transaction between SLB and ChampionX Corporation (ChampionX or CHX), including statements regarding the benefits of the transaction and the anticipated timing of the transaction. Factors and risks that may impact future results and performance include, but are not limited to, and in each case as a possible result of the proposed transaction on each of SLB and ChampionX: the ultimate outcome of the proposed transaction between SLB and ChampionX; the ability to operate the SLB and ChampionX respective businesses, including business disruptions; difficulties in retaining and hiring key personnel and employees; the ability to maintain favorable business relationships with customers, suppliers and other business partners; the terms and timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the anticipated or actual tax treatment of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction; other risks related to the completion of the proposed transaction and actions related thereto; the ability of SLB and ChampionX to integrate the business successfully and to achieve anticipated synergies and value creation from the proposed transaction; the ability to secure government regulatory approvals on the terms expected, at all or in a timely manner; litigation and regulatory proceedings, including any proceedings that may be instituted against SLB or ChampionX related to the proposed transaction, as well as the risk factors discussed in SLB’s and ChampionX’s most recent Forms 10-K, 10-Q, and 8-K filed with or furnished to the SEC.

If one or more of these or other risks or uncertainties materialize (or the consequences of any such development changes), or should our underlying assumptions prove incorrect, actual results or outcomes may vary materially from those reflected in our forward-looking statements. Forward-looking and other statements in this proxy statement regarding our environmental, social, governance (ESG) and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking ESG and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

It is SLB’s policy to not make employment decisions, including decisions regarding hiring, promotion, and compensation, on the basis of any legally protected characteristic, including gender; instead, SLB is focused on making opportunities to excel accessible to all. We implement this goal by our efforts and initiatives to adhere to employment laws in each of the countries in which we operate.

For definitions of adjusted EBITDA, free cash flow, free cash flow margin, and adjusted EBITDA margin, as well as reconciliations of these non-GAAP measures to their most comparable GAAP measures, see Appendix A.

Notice of 2025
Annual General Meeting
of Shareholders

	Items of Business

	1.	Election of nine director nominees.
	2.	Advisory “say-on-pay” approval of our executive compensation.
	3.	Approval of annual financial statements for the year ended December 31, 2024.
	4.	Ratification of the appointment of our independent auditor, PricewaterhouseCoopers LLP.
	5.	Approval of an amendment and restatement of the SLB Discounted Stock Purchase Plan.

	Such other matters as may properly be brought before the meeting.

	By order of the Board of Directors,

	Dianne B. Ralston
	Chief Legal Officer and Secretary
	February 20, 2025

Wednesday, April 2, 2025

9:00 a.m. Curaçao time

Renaissance Wind Creek Curaçao Resort
1 Baden Powellweg
Willemstad, Curaçao

Record Date

February 5, 2025

How to Cast Your Vote

Please refer to the enclosed proxy materials or to the information forwarded by your bank, broker, or other nominee to determine which voting methods are available to you. Shareholders with shares registered in their names with SLB’s transfer agent may authorize a proxy:

By Internet

www.proxypush.com/SLB

By Telephone
(866) 240-5191

By Mail
Sign, date, and mail your proxy card

If you are a beneficial holder of SLB common stock, you should follow any instructions provided by your bank, broker, or other nominee. See “Information About the Meeting” in this proxy statement.

Proxy Voting

Your vote is very important. Whether or not you plan to attend the annual general meeting in person, please sign, date, and promptly return your proxy card by mail, or alternatively please grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting. Voting instructions are provided on your proxy card or on the voting instruction form provided by your broker. Brokers are not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.

Important Notice of Internet Availability of Proxy Materials
for the Annual General Meeting of Shareholders to be Held on April 2, 2025

This Notice, the Proxy Statement, the Notice of Internet Availability of Proxy Materials (Notice of Internet Availability), and our 2024 Annual Report are each available free of charge at https://investorcenter.slb.com and www.proxydocs.com/SLB.

Proxy Summary	6
Voting at the 2025 Annual General Meeting	6
2024 Performance Highlights	7
Our Director Nominees	8
Governance Highlights	8
2024 Executive Compensation Highlights	9

Item 1. Election of Directors	10
Qualifications of Director Nominees	10

Corporate Governance	17
Effective Board Oversight of Risk Management	17
Leadership Structure	19
Corporate Governance Guidelines	19
Code of Conduct	19
Proactive Shareholder Engagement	19
Board Composition and Process for Selecting New Directors	20
Overboarding Policy	21
Comprehensive Director Orientation and Education	21
Rigorous Evaluation Processes	22
Board Committees	22
Meeting Attendance	23
Director Independence	23
Certain Relationships and Related Person Transactions	24
Compensation Committee Interlocks and Insider Participation	24
Securities Transaction Policy	24
How to Communicate with Our Board	24

Director Compensation	25

Stock Ownership Information	27

ITEM 2. Advisory Approval of Our Executive Compensation	29
Compensation Committee Report	29

Compensation Discussion and Analysis	30
2024 Compensation Decisions and Results	31
Framework for Setting 2024 Executive Compensation	32
Elements of 2024 Total Compensation	35
Other Aspects of Our Executive Compensation Program	45
Executive Compensation Governance	47

Executive Compensation Tables	49
2024 Summary Compensation Table	49
Grants of Plan-Based Awards in 2024	50
Outstanding Equity Awards at Year-End 2024	51
Option Exercises and Stock Vested in 2024	52
Pension Benefits	52
Nonqualified Deferred Compensation	54
Potential Payments Upon Termination or Change in Control	55
Equity Compensation Plan Information	57
CEO Pay Ratio	57

Pay vs. Performance Comparison	58

ITEM 3. Approval of Financial Statements and Dividends	61

ITEM 4. Ratification of Appointment of Independent Auditors for 2025	62
Audit Committee Report	63

ITEM 5. Approval of the Amendment and Restatement of the SLB Discounted Stock Purchase Plan	64

Information About the Meeting	68

Appendix A	A-1

Appendix B	B-1

2025 Proxy Statement

Back to Contents

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should carefully review this entire proxy statement and our 2024 Annual Report before voting.

Voting at the 2025 Annual General Meeting

The 2025 Annual General Meeting of Shareholders (the 2025 AGM) will be held at:

Meeting Date:	Wednesday, April 2, 2025
Place:	Renaissance Wind Creek Curaçao Resort 1 Baden Powellweg Willemstad, Curaçao
Time:	9:00 a.m. Curaçao time
Record Date:	February 5, 2025

Each shareholder of record at the close of business on February 5, 2025 (the record date) is entitled to one vote for each share registered in that shareholder’s name. If your shares are registered in your name with SLB’s transfer agent, you may vote in person at the 2025 AGM, or you may authorize a proxy to vote your shares by one of the following methods:

By Internet
www.proxypush.com/SLB

By Telephone
(866) 240-5191

By Mail
Sign, date, and mail your proxy card

If you are a “beneficial” owner of SLB common stock—which means you held your shares on the record date through a broker, bank, or other nominee—you should follow the voting instructions provided by your broker, bank, or nominee.

If you plan to attend the 2025 AGM in person, see “Information About the Meeting” beginning on page 68 for the requirements for admission to the meeting. Whether or not you plan to attend the 2025 AGM in person, please sign, date, and promptly return your proxy card by mail, or alternatively please grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting.

Voting Matters

Item		Our Board’s Recommendation	Vote Required for Election / Approval	Refer to Page
1	Election of nine director nominees to our Board of Directors (the Board).	FOR each nominee	Majority of votes cast for nominee	10
2	Advisory “say-on-pay” approval of our executive compensation.	FOR	Majority of votes cast	29
3	Approval of our consolidated balance sheet at December 31, 2024, our consolidated statement of income for the year ended December 31, 2024, and the declarations of dividends by our Board in 2024.	FOR	Majority of votes cast	61
4	Ratification of the appointment of PricewaterhouseCoopers LLP (PwC) as our independent auditor for 2025.	FOR	Majority of votes cast	62
5	Approval of an amendment and restatement of the SLB Discounted Stock Purchase Plan.	FOR	Majority of votes cast	64

This proxy statement is first being made available to our shareholders on or about February 20, 2025.

2025 Proxy Statement

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2024 Performance Highlights

2024 was a strong year for SLB as we successfully navigated evolving market conditions to deliver revenue and EBITDA growth, margin expansion and solid free cash flow.

2024 Financial Performance Highlights

^$36.29 billion		^$3.27 billion
revenue +10% year on year		returned to shareholders through dividends and share repurchases
^$4.46 billion		^$6.60 billion
net income attributable to SLB +6% year on year		cash flow from operations
^$9.07 billion		^$3.99 billion
adjusted EBITDA⁺ +12% year on year		free cash flow⁺

Year on year, revenue increased by 10% and adjusted EBITDA grew by 12%. We achieved our full-year adjusted EBITDA margin target and generated $3.99 billion in free cash flow, enabling us to return $3.27 billion to shareholders and continue reducing net debt. These results demonstrate SLB’s ability to deliver consistent financial performance despite moderating upstream investment growth, driven by our global scale, unmatched digital offerings and ongoing focus on cost optimization.

In 2024, our Core business grew 9% led by Production Systems and Reservoir Performance as operators across the industry increasingly prioritize production and recovery to maximize their producing assets. Across our Core divisions, SLB’s technology leadership, domain expertise, and global scale enable us to continue innovating tailored solutions for our customers in every region. Overall, the fundamentals for oil and gas remain strong and we expect accelerating energy consumption from AI and data centers together with global economic growth and the ever-growing imperative for energy security to drive increased demand for both oil and gas throughout the rest of the decade.

Digital revenue grew 20% to $2.44 billion in 2024 as customers continue to embrace the power of cloud computing, AI, and digital operations to shorten cycle times and improve operating efficiencies. In a milestone year for Digital, we expanded our strategic partnerships with industry leaders to include NVIDIA, Amazon Web Services, and Palo Alto Networks, launched our Lumi™ data and AI platform, and made significant strides in enabling remote operations and the achievement of fully autonomous drilling operations.

In New Energy, we continue to expand our exposure beyond oil and gas with significant growth momentum in the low- carbon markets, where SLB will continue building businesses and forging partnerships across three key areas: industrial decarbonization, with a focus on carbon capture and sequestration and low-carbon hydrogen for hard-to-abate industries; renewables and energy efficiency, with a focus on geothermal, geoenergy, and energy storage; and critical minerals, such as lithium from brine deposits, which will be required to support the energy transition.

We also continued to make strides on our emissions reduction journey—reducing our Scope 1 and 2 emissions intensity by 11% and our Scope 3 emissions intensity by 18% year on year. In addition, at year-end women represented 25% of our global salaried workforce—a key milestone in achieving our 2030 gender balance target and in our long-term talent management strategy.

Finally, we continued to demonstrate our commitment to superior shareholder returns. We exceeded our targeted returns to shareholders for 2024, and we recently initiated accelerated share repurchase transactions, which will support our ambition to return a minimum of $4.0 billion to shareholders in 2025.

Moving forward, we will continue to harness our unique market exposure and performance advantage to further our margin expansion journey, deliver strong cash flows and increase returns to shareholders. We remain focused on expanding the value we create for our customers through our technology leadership, integration capabilities, offshore exposure, and an expanded production and recovery portfolio through the announced acquisition of ChampionX. We are confident in our strategy and in our ability to continue creating value for our customers, partners and shareholders.

+	See Appendix A for definitions of adjusted EBITDA and free cash flow, as well as reconciliations to their most comparable GAAP measures.

2025 Proxy Statement

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Our Director Nominees



Peter Coleman	Patrick de La Chevardière	Miguel Galuccio
Former CEO and Managing Director Woodside Petroleum	Former Chief Financial Officer TotalEnergies	Chairman and CEO Vista



Jim Hackett	Olivier Le Peuch	Samuel Leupold
President Tessellation Services	Chief Executive Officer SLB	Chief Executive Officer Corio Generation



Maria Moræus Hanssen	Vanitha Narayanan	Jeff Sheets
Former Deputy CEO and COO Wintershall Dea	Former Chairman and Managing Director IBM India	Former EVP and CFO ConocoPhillips

Governance Highlights

Independent Board Chair

No staggered board; all directors are elected annually

Fully independent Audit, Compensation, and Nominating and Governance committees

Regular executive sessions of non-employee directors

Majority votes cast standard for uncontested director elections

Annual performance evaluations of Board, its committees, and individual directors

98% average Board attendance in 2024

Women chair 40% of Board committees

No director nominee serves on more than two other listed company boards

Non-employee director tenure limits of 75 years of age or 10 years of service—whichever comes first

No hedging or pledging of our stock by SLB executives or directors

Robust stock ownership guidelines for SLB executives and directors

We do not lobby or offer financial support to politicians or campaigns

Proactive shareholder engagement

2025 Proxy Statement

Back to Contents

2024 Executive Compensation Highlights

Our 2024 executive compensation program remained largely unchanged from the 2023 design. Below is a summary of key elements of our 2024 program, as further detailed under “Compensation Discussion and Analysis” (the CD&A) beginning on page 30 of this proxy statement.

LTI Program Structure		STI Program Structure

For 2024, our named executive officers (NEOs) continued to receive a mix of long-term incentive (LTI) grants, with 75% of their target LTI opportunity awarded in the form of performance share units (PSUs), and 25% awarded in the form of three-year, time-based restricted stock units (RSUs). As in 2023, payout under the 2024 PSUs will be contingent on achieving rigorous absolute free cash flow margin (FCF margin), relative return on capital employed (ROCE), and relative total shareholder return (TSR) performance goals over a three-year period.

We continued to tie 70% of our NEOs’ target short-term cash incentive (STI) opportunity to Company financial goals—full-year adjusted EBITDA and free cash flow—to ensure our executives remained focused on profitable, sustainable growth. In addition, we continued to include in our 2024 STI plan an additional 10% quantitative component (at target) focused on reducing SLB’s emissions intensity and improving gender balance in our global workforce.

Performance-Aligned LTI and STI Payouts

Our NEOs’ LTI award payouts for the 2022-2024 performance period were based on SLB’s strong multi-year ROCE performance and near-target FCF margin results, partially offset by below-target relative TSR results. Our NEOs also earned performance-aligned 2024 STI payouts based on SLB’s near-target adjusted EBITDA and free cash flow results, partially offset by other strategic non-financial and personal objectives.

Long-Term Equity Incentive Results

Short-Term Cash Incentive Results

Total LTI Award Payout — 114% — Our NEOs earned total LTI payouts of 114% of target with respect to the three-year LTI awards (including RSUs vested at 100%) that were granted in 2022 and vested in January 2025.

Strong ROCE Results — Our NEOs earned 230% of the target shares of SLB stock under the three-year ROCE PSUs, based on SLB’s three-year relative ROCE performance as compared to the comparator group, as well as SLB’s double-digit absolute ROCE results in 2024.

Near-Target FCF Margin PSU Payout — Our NEOs earned 85% of the target shares of SLB stock under the three-year FCF margin PSUs, based on SLB’s three-year, cumulative FCF margin⁺of 9.7%.

Below-Target TSR Payout — Our NEOs earned 42% of the target shares of SLB stock under the three-year TSR PSUs, based on SLB’s three-year relative TSR percentile rank compared to the comparator group.

Average STI Payout — 84% — Our NEOs earned an average 2024 cash incentive payout of 84% of target, largely as a result of SLB’s ambitious target setting across all STI metrics, together with our consistent financial performance despite macro headwinds.

Adjusted EBITDA⁺— $9.07 billion — SLB’s 2024 adjusted EBITDA represented a 12% year-on-year increase, resulting in our NEOs earning 84% of the target payout.

Free Cash Flow⁺— $3.99 billion — SLB’s 2024 free cash flow of $3.99 billion resulted in our NEOs earning 95% of the target payout.

Non-Financial Achievements — We reduced our Scope 1 and 2 emissions intensity by 11% year on year—a key step on our progress toward our emissions reduction target. In addition, in 2024 women became one-fourth of our salaried population, a key step in achieving our 2030 gender balance target. As a result, our NEOs earned 66% of the target payout for the quantitative non-financial component of our STI plan.

See Appendix A

2025 Proxy Statement

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ITEM 1. Election of Directors

All of SLB’s directors are elected annually at our AGM. The Board recommends that you vote FOR the election of each of our nine director nominees to serve until our 2026 AGM (or until their earlier death, resignation, or removal). Each of our director nominees is currently an SLB director and was previously elected by our shareholders at our 2024 AGM.

Dr. Tatiana Mitrova and Dr. Ulrich Spiesshofer are not standing for re-election at our 2025 AGM. Our Board extends gratitude to Dr. Mitrova and Dr. Spiesshofer for their service as members of the SLB Board.

At the 2025 AGM, shares represented by properly executed proxies and not revoked will be voted in accordance with the instructions indicated on those proxy cards. If you have properly executed your proxy card and you have not given specific voting instructions, your shares will be voted in accordance with our Board’s recommendations.

Each of the director nominees has consented to stand for election and the Board knows of no reason why any nominee would be unable or unwilling to serve if elected. If any director nominee is unable or unwilling to serve, the Board may decrease the size of the Board or designate a substitute nominee. If the Board designates a substitute nominee, proxies may be voted for that substitute nominee.

The Board of Directors recommends a vote FOR each director nominee.

Qualifications of Director Nominees

Our Board believes our nine director nominees provide a well-rounded set of expertise to assist in effective and independent oversight of SLB management, as reflected in the summary chart on page 11. Moreover, the Nominating and Governance Committee believes all SLB director nominees should have the following personal characteristics and general qualifications:

	Integrity and honesty
	Ability to exercise sound, mature, and independent business judgment
	Recognized leaders in business or professional activity
	Background and experience that will complement the experience and talents of the other Board members
	Willingness and availability to actively participate in Board and committee meetings and related activities
	Ability to work professionally and effectively with other Board members and SLB management
	Availability to remain on the Board and its committees long enough to make an effective contribution
	No material relationship with competitors or other third parties that could present realistic possibilities of conflicts of interest or legal issues

In addition, a key component to the Board’s effective governance is its commitment to provide oversight and perspectives reflecting a diversity of independent views. Our director nominees represent seven nationalities spanning four continents, and two of whom are women who also chair two of our Board’s committees. Our directors have an average age of 63 and have served on our Board for an average of five years.

In the judgment of the Board, all director nominees are able to execute their duties as members of the Board and to devote the necessary time and attention to SLB, as required by our Corporate Governance Guidelines. In addition, there are no family relationships among any SLB executive officers and directors.

For additional information, see “Corporate Governance—Board Composition and Process for Selecting New Directors” beginning on page 20.

2025 Proxy Statement

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Summary of Director Nominee Skills, Experience, and Characteristics

The following chart summarizes key qualifications of our director nominees—including knowledge, skills, experiences and other attributes that the Board believes are relevant to their Board and committee service. Each director nominee possesses numerous other skills and experience not identified in the following chart, as further detailed in their biographies below.

Substantial Knowledge, Skills and Experience

Current or former chief executive officer

Energy industry and operations

Finance and accounting

Science, technology and engineering

Energy transition and sustainability

Digital innovation

Digital transformation

Information security

Strategy development & implementation

International business

Risk management

Health, safety and environmental

Mergers and acquisitions

Academic relations

Government, regulatory & public policy

Demographics

Nationality

Argentina

Australia

France

Norway

Switzerland

United Kingdom

United States

Racial and Ethnicity Characteristics for U.S. Directors⁽¹⁾

East Asian or South Asian

White or Caucasian

Declined to Respond

Non-U.S. Directors Electing to Self-Identify Racial or Ethnicity Characteristics⁽¹⁾

White or Caucasian

Other Demographic Information

Gender

Age

Other Attributes

Independent

SLB board chair or committee chair

Number of other listed company boards

Tenure

(1)

Given SLB’s multinational footprint and culture, we endeavor to have a global perspective on diversity. This perspective includes respecting local legal requirements regarding the tracking and use of personal data pertaining to under-represented populations. Certain countries have data privacy laws prohibiting the collection or disclosure of race and ethnicity classification data, reflecting historical concerns that such data could be used to foster, rather than eliminate, discrimination. In addition, local definitions of race and ethnicity and related classifications, as well as the definition of under-represented groups, vary from country to country. As a result, U.S.-centric racial and ethnic classifications as used for EEO-1 data collection purposes are applicable only to our three director nominees who are U.S. citizens. For our U.S. director nominees, the above race and ethnicity disclosures are based on classifications commonly used in the United States. For all other director nominees, we asked if they wished to voluntarily disclose their ethnic or racial background and, if so, how they self-identify based on the classifications most relevant to their home countries. We provide self-identifications for non-U.S. director nominees in the chart above. In keeping with international data privacy laws, we have not included racial or ethnic information for director nominees who did not authorize disclosure.

2025 Proxy Statement

A Message from the Board of Directors

February 20, 2025

Dear SLB Shareholder,

Your Board of Directors

Notice of 2025 Annual General Meeting of Shareholders

Table of Contents

Proxy Summary

Voting at the 2025 Annual General Meeting

Voting Matters

2024 Performance Highlights

Our Director Nominees

Governance Highlights

2024 Executive Compensation Highlights

Performance-Aligned LTI and STI Payouts

ITEM 1. Election of Directors

Qualifications of Director Nominees

Summary of Director Nominee Skills, Experience, and Characteristics

Notice of 2025
Annual General Meeting
of Shareholders

SEC Form DEF 14A filed by Schlumberger N.V.