Lawrence Bruno
Core Laboratories Inc. /DE/About Lawrence Bruno
Lawrence Bruno (age 65) is Core Laboratories’ Chairman, President and CEO, serving as President since February 1, 2018, COO since January 1, 2019, and Chairman and CEO since May 20, 2020; he has been a director since 2018 and holds an M.S. in Geology (1987, University of Houston) . Under his leadership, 2024 revenue grew 2.8% with an 11.2% operating margin; ROIC was ~8.7% (52nd percentile vs Bloomberg Oil & Gas Services peer set), and annual EPS Yield was 3.7% . CEO pay mix remains heavily at-risk and performance-based (84%) and long-term incentives are 100% performance share units (PSUs) tied primarily to ROIC with a TSR modifier .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Core Laboratories | Chairman & CEO | Since May 20, 2020 | Leads global operations across Reservoir Description and Production Enhancement; pivotal in technology innovation and investor outreach . |
| Core Laboratories | President; COO | President since Feb 1, 2018; COO since Jan 1, 2019 | Drove operational execution and technology programs pre-CEO . |
| Core Laboratories | Led global reservoir-based laboratories | Jul 2015 – Jan 31, 2018 | Managed global reservoir lab operations and client delivery . |
| Core Laboratories | General Manager, U.S. Rocks | 1999 – Jul 2015 | Built/ran U.S. core analysis/rock characterization operations . |
| Prior oilfield services company (acquired by CLB) | Various roles | 14 years pre-1999 | Operating roles prior to acquisition into Core Labs platform . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships/officer roles disclosed for Mr. Bruno in the latest proxy . |
Board Governance & Director Service
- Director since 2018; currently Chairman of the Board and CEO (combined roles) .
- Board uses a Lead Independent Director (Martha Z. Carnes) who leads executive sessions and governance oversight; six of seven directors are independent under NYSE/SEC standards .
- Board and committees had 100% meeting attendance in 2024 .
- Committee membership is fully independent; Bruno does not receive additional director pay (employee directors are excluded) .
- Company rationale for combined Chair/CEO cites size/industry norms, mitigated by Lead Director structure .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 820,000 | 886,912 | 886,912 |
| All Other Compensation ($) | 185,730 | 215,074 | 214,526 |
| All Other – Detail: 401(k) Co. contrib. ($) | — | — | 8,028 |
| All Other – Detail: Nonqualified deferred comp – Co. contrib. ($) | — | — | 205,934 (2023 plan-year discretionary; vests at age 62) |
| All Other – Detail: Company-owned life insurance imputed income ($) | — | — | 564 |
Notes: NEO salaries were unchanged in 2024; no upward adjustments since Oct 2023 . Company states “no significant perquisites” and caps perqs; broad benefits available similar to other employees .
Performance Compensation
Annual Cash Incentive (2024 design and results)
| Metric | Weight | 2024 Outcome | Multiple of Target (CEO) | Notes |
|---|---|---|---|---|
| Revenue (relative to comp peer group) | 25% | 57th percentile | 1.1x | Relative (>=50th required) . |
| Operating Margin (relative) | 25% | 73rd percentile | 1.5x | . |
| EPS Yield (relative) | 25% | 60th percentile | 1.2x | . |
| Safety & ESG (absolute) | 25% | Committee score 25.0 | 2.0x | . |
| Weighted average multiple | — | — | 1.5x | . |
| Item | Target | Earned | Paid (after discretion) |
|---|---|---|---|
| CEO target (% of salary) | 100% | — | — |
| CEO target ($) | 886,912 | — | — |
| CEO award earned (% of salary) | — | 145% | — |
| CEO award paid ($) | — | 1,288,134 | 1,159,321 (90% of earned) |
Notes: Negative discretion applied to reduce payouts to 90% of earned for all NEOs; the proxy also notes a voluntary CEO reduction vs earned amount for 2024 .
Long-Term Incentive Plan (PSAP – performance share units)
- Metric: ROIC relative to Bloomberg Oil & Gas Services comp group; 3-year performance periods; payout 50% (threshold 35th pctile) to 175% (85th pctile); TSR modifier halves above-target payouts if absolute TSR is negative over the period .
- Awards are 100% performance-based (no options); 2024 grants at target below .
| Grant | Grant Date | Target PSUs (#) | Max PSUs (#) | Performance Period |
|---|---|---|---|---|
| 2024 PSAP (CEO) | Feb 15, 2024 | 234,124 | 409,717 | Jan 1, 2024 – Dec 31, 2026 |
| Historical PSU Vesting | ROIC Percentile | Payout % of Target | Shares Earned (#) |
|---|---|---|---|
| 2022 PSAP (CEO) | 52.3 | 54.6% | 69,574 |
Upcoming vesting schedule (unvested PSUs at maximum)
| Award | Grant Date | 2025 Vesting (#) | 2026 Vesting (#) |
|---|---|---|---|
| PSAP (CEO) | Feb 16, 2023 | 271,471 | — |
| PSAP (CEO) | Feb 15, 2024 | — | 409,717 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 189,397 shares; <1% of outstanding as of Mar 26, 2025 . |
| Shares outstanding (record date) | 46,702,192 (Mar 26, 2025) . |
| Unvested equity exposure (CEO) | PSAP unvested at maximum: 681,188 shares; market value $11,791,364 @ $17.31 (12/31/2024) . |
| Ownership guidelines | CEO 5.0x base salary; NEOs given 5 years to comply; all in compliance or within window . |
| Hedging/pledging | Prohibited: hedging, derivatives, margining, and pledging for insiders and directors . |
| Section 16 compliance | Company believes all 2024 Section 16 reports were timely filed . |
Note: Significant PSU vesting is scheduled for 2025 and 2026, which can create periodic liquidity needs upon delivery (e.g., for tax withholding), though hedging and pledging are prohibited .
Employment Terms
| Provision | Key Terms (CEO) |
|---|---|
| Agreement | Employment agreement dated Mar 1, 2019; amended and restated Oct 15, 2021 and Feb 1, 2024; auto-renews annually absent notice . |
| Base salary | $886,912; subject to Compensation Committee discretion for increases . |
| Annual bonus | Target 100% of salary; maximum 200% based on performance . |
| Benefits | Eligible for all executive benefit plans; nonqualified deferred compensation plan participation . |
| Clawback | NYSE/Rule 10D-1 compliant policy adopted Nov 8, 2023; recoups incentive-based comp after restatements . |
| Non-compete/Non-solicit | Confidentiality and non-compete for two years post-termination; terms described in 2024 agreements . |
| Severance (non-CIC) | 2x base salary + pro-rata target bonus; 24 months medical/dental/life at no cost; accelerated vesting (performance measured as of last quarter-end); up to $25,000 outplacement . |
| Severance (within 2 years after CIC) | 3x (base + target bonus) + pro-rata bonus; 36 months medical/dental/life at no cost; accelerated vesting; up to $25,000 outplacement . |
| 280G excise | Best-net cutback to avoid excise or pay full—whichever yields better net to executive; no tax gross-ups . |
| Retirement at ≥62 | Certain RSAs not forfeited; continued medical/dental/life for 24 months post-retirement for CEO . |
Estimated payout illustrations (as of 12/31/2024):
- Involuntary not-for-cause: total ~$14.83M including severance $1.77M, pro-rata STI $0.89M, accelerated equity $11.79M, benefits and outplacement .
- CIC termination: total ~$18.38M including CIC cash $5.32M, pro-rata STI $0.89M, accelerated equity $11.79M, benefits and outplacement .
Compensation Governance and Say‑on‑Pay
- Independent consultant: Meridian Compensation Partners; no conflicts identified .
- Peer group: oilfield services peers reviewed annually; 2024 peer set used for 2025 comp adds SEACOR Marine and others; design targets mid-market but performance hurdles above median .
- Say‑on‑pay support: 95.2% approval at 2024 meeting; support exceeded 95% in each of 2022–2024 .
Performance & Track Record (select 2024 KPIs cited in proxy)
| KPI | 2024 Result |
|---|---|
| Revenue growth | +2.8% YoY . |
| Operating margin | 11.2% . |
| EPS Yield | 3.7% (EPS/avg share price) . |
| ROIC | ~8.7%; 52nd percentile vs Bloomberg comp group . |
| Safety | TRIR 0.50; LTIR 0.21 . |
Director Compensation (for context; Bruno receives none)
- Non-employee director retainers in 2024: $70,000 base; chair/member fees per committee; $150,000 annual RS (one-year vest); increased base retainer to $75,000 for 2025 .
- Employee directors (incl. Bruno) receive no additional director compensation .
Risk Indicators and Red Flags
- Hedging/pledging prohibited for insiders (reduces alignment risks from collateralized shares) .
- Related party transactions: none disclosed in 2024 above $120,000 .
- Clawback policy in place since 2023 .
- Section 16 filings timely .
- Combined Chair/CEO mitigated by independent Lead Director and fully independent committees .
Investment Implications
- Alignment: High at‑risk pay (84%) with 100% performance‑based LTI tied to ROIC and a TSR safeguard; robust ownership rules and anti‑hedging/pledging policies support shareholder alignment .
- Retention and potential supply: Significant PSU vesting in 2025–2026 (maximum 681k shares outstanding at 12/31/24) can create periodic liquidity events (tax-driven selling) but does not permit hedging/pledging; CEO already meets age‑62 retirement vesting features, reducing unvested-equity forfeiture risk .
- Change‑in‑control economics: 3x cash (salary+target bonus) plus full acceleration and extended benefits indicate meaningful CIC cost; non‑CIC severance at 2x salary is moderate and time-bound non‑compete supports franchise protection .
- Pay‑for‑performance credibility: 2024 bonuses were reduced via negative discretion to 90% of earned; 2022 PSU cycle paid at 54.6% of target on middling ROIC rank—evidence of downside variability .
- Governance: Combined Chair/CEO remains a governance watch‑item, but mitigants include strong independence profile, Lead Director, and high say‑on‑pay support (95%+) the past three years .
Overall: Compensation design is disciplined (ROIC‑centric, above‑median hurdles, TSR modifier) with clear retention via multi‑year PSUs. Near‑term insider selling pressure could tick up around 2025–2026 PSU vestings, but policy constraints and ownership guidelines temper risk. CIC terms are material but customary for sector leadership roles. Performance delivery (revenue growth, margin, ROIC) supports pay outcomes and high say‑on‑pay approvals, reducing governance overhangs .