Christopher Hill
Core Laboratories Inc. /DE/About Christopher S. Hill
Christopher S. Hill (age 55) is Core Laboratories’ Senior Vice President and Chief Financial Officer, a role he has held since May 24, 2018; he joined Core Lab in 2006 and previously served as VP & Chief Accounting Officer (2015–2018), leading Investor Relations, Corporate Group Controller (Amsterdam), and Controller of Financial Reporting. He is a CPA with a B.B.A. in Accounting (Texas A&M) and an M.B.A. (Rice). Company performance context for FY2024: revenue grew 2.8% with 11.2% operating margin and EPS Yield of 3.7%; ROIC was ~8.7% (52nd percentile vs Bloomberg Oil & Gas Services peer group); the five‑year “value of $100 investment” TSR metric for 2024 was 47.12 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Core Laboratories | Senior Vice President & CFO | 2018–present | Capital allocation, investor communications, financial reporting leadership |
| Core Laboratories | VP & Chief Accounting Officer | 2015–2018 | Oversight of accounting policy and controls |
| Core Laboratories | Investor Relations lead; Corporate Group Controller (Amsterdam); Controller of Financial Reporting | 2006–2015 | Global controllership, IFRS/US GAAP reporting, investor messaging |
| Halliburton (KBR) | Controller – Energy & Chemicals; Corporate Director of Training & Accounting Research | 2000–2006 | Segment controllership; accounting policy and training |
| Ernst & Young | Audit/Advisory; Manager (final 3 years) | 1993–2000 | Public company auditing and accounting advisory |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary ($) | 465,088 | 465,088 | No 2024 salary adjustments for NEOs |
| Annual bonus target (% of salary) | 75% | 75% | CFO target 75% (max 150%) |
| Annual bonus paid ($) | 145,954 | 455,953 | 2024 payout paid at 90% of earned; paid Q2’25 |
Performance Compensation
Annual Cash Incentive (Design and 2024 Outcome)
| Metric | Weight | Target definition | 2024 result (percentile/score) | Payout multiple (Hill) |
|---|---|---|---|---|
| Revenue (relative) | 25% | Company vs Compensation Peer Group | 57th percentile; score 14.3 | 1.1x |
| Operating margin (relative) | 25% | Company vs Compensation Peer Group | 73rd percentile; score 18.3 | 1.5x |
| EPS Yield (relative) | 25% | EPS / avg share price vs peers | 60th percentile; score 15.0 | 1.2x |
| Safety & ESG (absolute) | 25% | Committee assessment (objective third‑party data) | Score 25.0 | 2.0x (CFO cap 1.7x) |
| Weighted average | — | — | — | 1.5x CEO; 1.3x average for others; CFO earned 109% of salary before discretion |
| Negative discretion | — | — | — | Paid at 90% of earned (CFO paid $455,953) |
Key plan features: Bruno/Hill payouts interpolate linearly from 1.0x at median to 2.0x at 100th percentile on relative metrics; below median = zero. Absolute Safety/ESG up to 25 score; CFO max is 1.7x on each metric .
Long-Term Incentive (PSAP – 100% performance-based equity)
| Grant year | Grant date | Instrument | Performance measure(s) | Target shares (CFO) | Outcome/vesting | Payout detail |
|---|---|---|---|---|---|---|
| 2022 | Feb 17, 2022 | PSUs | ROIC vs Bloomberg peer group (3-yr) | 43,236 | Performance period 1/1/2022–12/31/2024 | ROIC percentile 52.3 → 54.6% of target; 23,607 shares earned |
| 2024 | Feb 15, 2024 | PSUs | ROIC vs peers (3-yr), TSR modifier if absolute TSR negative | 79,442 | Performance period 1/1/2024–12/31/2026 | Payouts: 50% (35th pct), 100% (55th), 175% (85th); if ROIC > target but absolute TSR < 0, awards above target halved |
Program notes: LTI is 100% performance-based with 3-year performance periods; no stock options are issued under current plans .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 80,937 shares (as of Mar 26, 2025) |
| Shares outstanding | 46,702,192 (as of Mar 26, 2025) |
| Ownership as % of outstanding | ~0.17% (80,937 ÷ 46,702,192) |
| Unvested PSUs (max) outstanding | 231,281 shares; market value $4,003,474 at $17.31 (12/31/24 close) |
| Options outstanding | None for NEOs |
| 2024 vested shares (value) | 23,607 shares; $408,637 value realized |
| Ownership guidelines | CFO required ownership = 3x salary; all NEOs in compliance or within 5-year window |
| Hedging/pledging | Prohibited: no hedging/derivatives, margin, or pledging of company stock |
Vesting calendar (unvested at maximum): 92,257 PSUs in 2025 (2023 grant) and 139,024 PSUs in 2026 (2024 grant), subject to performance; vest at period end with performance certification .
Employment Terms
| Provision | Detail |
|---|---|
| Agreement | Employment agreement originally dated Mar 1, 2019; amended & restated Oct 15, 2021 and Feb 1, 2024; auto‑renews annually unless notice given |
| Base salary / Bonus max | Base salary $465,088; annual bonus opportunity up to 150% of salary, tied to Committee‑set metrics |
| Severance (no CIC) | 1.5x base salary + pro‑rata target bonus; 18 months medical/dental/life at no cost; accelerated vesting of equity (performance measured as of most recent quarter‑end); up to $25k outplacement |
| CIC severance (double trigger) | 2.5x (salary + target bonus) + pro‑rata target bonus; 30 months medical/dental/life at no cost; accelerated vesting (target) and up to $25k outplacement; best‑net 280G cutback |
| Restrictive covenants | Confidentiality; non‑compete during employment and for two years following termination, with exceptions as described in agreement |
| Deferred compensation | Company discretionary contributions ($52,323 in 2024); aggregate balance $1,283,195 at 12/31/24; certain contributions vest at age 62 or earlier upon death/disability, CIC, non‑renewal, or Good Reason |
| Clawback | NYSE/SEC‑compliant clawback adopted Nov 8, 2023 covering incentive‑based compensation upon an accounting restatement |
Illustrative potential payments (estimates as of 12/31/24): Involuntary not‑for‑cause termination total ~$5.44 million; termination related to change‑in‑control total ~$6.78 million; death/disability ~$4.14 million (primarily accelerated equity); includes accelerated equity valued at $17.31/share and continued benefits .
Multi‑Year Compensation (Summary)
| Year | Salary ($) | Stock awards ($) | Non‑equity incentive ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 465,088 | 1,924,532 | 455,953 | 63,495 | 2,909,068 |
| 2023 | 465,088 | 2,214,053 | 145,954 | 57,759 | 2,882,854 |
| 2022 | 430,000 | 1,653,626 | 207,322 | 44,700 | 2,335,648 |
Notes: “All Other Compensation” for 2024 includes Core 401(k) contribution ($10,936), nonqualified deferred comp company contribution ($52,323), and company‑owned life insurance imputed income ($236) .
Compensation Structure Analysis
- Mix and risk: 100% of NEO long‑term equity is performance‑based (PSUs), with three‑year performance periods and awards tied to ROIC vs peers; equity above target is reduced by half if absolute TSR is negative, reinforcing shareholder alignment .
- Annual plan rigor: Relative metrics (Revenue, Operating Margin, EPS Yield) require at least median performance for any payout; below median = zero for that metric; absolute Safety/ESG adds a capped component; 2024 results yielded 1.1–1.5x on relative metrics and 2.0x on Safety/ESG before negative discretion to 90% of earned .
- Governance: No single‑trigger CIC cash; formal clawback; prohibitions on hedging, options, margin/pledging; minimal perquisites; independent compensation consultant (Meridian) advises the Committee .
- Shareholder support: Say‑on‑pay approval was 95.2% in 2024 and >95% for 2022–2024, indicating broad investor endorsement of pay design .
Vesting Schedules and Potential Selling Pressure
| Award | Vesting timing (max shares) | Commentary |
|---|---|---|
| 2023 PSAP (granted Feb 16, 2023) | 2025: 92,257 (max) | Performance‑contingent; vesting could create window‑based liquidity events; monitor Form 4 filings around certification |
| 2024 PSAP (granted Feb 15, 2024) | 2026: 139,024 (max) | TSR modifier can reduce payout above target if absolute TSR negative |
| 2024 vesting | 23,607 shares vested to CFO; value $408,637 | Demonstrates realized equity; next cycles larger in 2025–2026 |
Company policy bans hedging/pledging; sales, if any, would occur in trading windows and be reportable on Form 4; no options outstanding that could drive near‑term exercise pressure .
Equity Ownership & Alignment Checks
- Stock ownership guidelines: CFO at 3x salary; management reports all NEOs are in compliance or within 5‑year compliance window .
- Beneficial ownership: 80,937 shares; ~0.17% of outstanding (46.7 million shares) .
- Pledging/hedging: Explicitly prohibited; no margining allowed .
Employment Economics: Severance and Change‑in‑Control
| Scenario | Cash multiple | Benefits continuation | Equity treatment | Other |
|---|---|---|---|---|
| Termination without Cause / Good Reason (no CIC) | 1.5x salary + pro‑rata target bonus | 18 months medical/dental/life at no cost | Accelerated; performance measured through most recent quarter‑end | Up to $25k outplacement |
| Double‑trigger CIC termination (within 2 years) | 2.5x (salary + target bonus) + pro‑rata | 30 months medical/dental/life at no cost | Full vesting at target | 280G best‑net cutback; $25k outplacement |
Estimated aggregate payouts as of 12/31/24: ~$5.44m (no‑CIC involuntary) vs ~$6.78m (CIC termination) driven primarily by accelerated equity value and cash multiples .
Performance & Track Record
- 2024 results: Revenue +2.8%, operating margin 11.2%, EPS Yield 3.7% .
- Capital efficiency: ROIC ~8.7%, 52nd percentile vs Bloomberg Oil & Gas Services comp group (top‑half performance) .
- Pay‑for‑performance linkage: 2022 PSU cycle paid at 54.6% of target (ROIC percentile 52.3), evidencing down‑and‑up sensitivity .
- Shareholder returns: 2024 “value of $100 investment” TSR metric shows 47.12 for CLB; peer group 192.62; OSX 100.52, framing relative investor outcomes .
Governance, Policies, and Other Indicators
- Clawback policy (NYSE/SEC) adopted Nov 8, 2023; covers incentive‑based comp upon restatement .
- Related‑party transactions: None >$120,000 reported for 2024 .
- Section 16 compliance: Company believes all required Section 16 reports were timely filed in 2024 .
- Compensation peers: Oilfield services peer set used for benchmarking and relative performance assessments; Meridian provides independent advice .
Investment Implications
- Alignment: High at‑risk pay mix (100% performance‑based LTI; median‑plus ROIC hurdles; TSR modifier) and strict anti‑hedging/pledging policy align the CFO’s incentives with long‑term value creation and downside protection for shareholders .
- Near‑term flow dynamics: Performance‑contingent vesting overhang is largest in 2025–2026 (max 92k/139k PSUs), which could create episodic liquidity/selling around certification windows if performance validates vesting; monitor Form 4s and window timing .
- Retention/CIC economics: Double‑trigger CIC at 2.5x (salary+target bonus) plus full equity vesting and extended benefits is robust but standard for sector; non‑CIC severance (1.5x) plus equity acceleration supports retention while enabling management flexibility .
- Pay outcomes vs results: 2022 PSU payout at 54.6% and 2024 cash incentive paid below earned (90% funding) signal disciplined use of discretion when results are mixed, supportive of future say‑on‑pay outcomes (95.2% in 2024) .