Abdulaziz Al Khayyal
Director at HAL
Board
About Abdulaziz F. Al Khayyal
Independent director at Halliburton since 2014 (age 71), with three decades at Saudi Aramco culminating as Director and Senior Vice President of Industrial Relations. He holds a B.S. in Mechanical Engineering and an MBA from the University of California, Irvine, and brings deep energy industry, international operations, HSE oversight, HR/compensation, and public policy experience to Halliburton’s Board; he currently serves on the Audit and Health, Safety & Environment Committees. He is also a director of Marathon Petroleum (since 2016) and Chairman of National Gas & Industrialization Company (Saudi Arabia).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saudi Aramco | Director & Senior Vice President, Industrial Relations | 1981–2014 | Oversaw daily operations, environment, safety, and security for ~50,000 employees; led HR, compensation, and benefits; formed medical JV with Johns Hopkins for ~350,000 employees/dependents. |
| Saudi Aramco | Senior Vice President, Refining, Marketing & International | 1981–2014 | Led global midstream/downstream operations spanning Saudi Arabia/Middle East, U.S., South Korea, and the Philippines. |
| Saudi Aramco | Vice President, Corporate Planning | 1981–2014 | Led corporate strategy; prior engineering assignments in operations/maintenance. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Petroleum Corporation | Director; Vice Chair of Sustainability & Public Policy Committee | 2016–Present | Governance/public policy oversight; energy industry board experience. |
| National Gas & Industrialization Company (Saudi Arabia) | Chairman | N/A | Chair role at a Saudi downstream energy company. |
Board Governance
- Independence: Independent; Halliburton’s Board (excluding CEO) is composed of independent directors.
- Committee memberships: Audit; Health, Safety & Environment. Not a committee chair.
- Board attendance: In 2024, the Board held 7 meetings; all directors (except one who retired pre-meeting) attended at least 94%. Independent director executive sessions were held 4 times; all directors attended the 2024 Annual Meeting.
- Lead Independent Director: Robert A. Malone; responsibilities include agenda approval, CEO evaluation, shareholder engagement, and presiding over executive sessions.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Non-management director retainer (unchanged since 2022). |
| Committee chair fee (if applicable) | N/A | Audit Chair $25,000; Compensation $20,000; HSE $20,000; Nominating & Corporate Governance $20,000 (not applicable to Al Khayyal). |
| Lead Independent Director retainer (if applicable) | N/A | $40,000 (role held by Robert A. Malone). |
2024 Director Compensation – Abdulaziz F. Al Khayyal
| Item | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $130,000 |
| Stock Awards ($) | $182,882 |
| Change in Nonqualified Deferred Compensation Earnings ($) | $27,966 |
| All Other Compensation ($) | $55,348 |
| Total ($) | $396,196 |
Breakdown of “All Other Compensation” (2024):
- Dividend equivalents on SEUs: $12,664; dividend equivalents on deferred RSUs: $42,684.
Deferred Compensation Elections:
- Participates in Directors’ Deferred Compensation Plan; has deferred retainer fees and RSUs.
Performance Compensation
| Equity Instrument | Value / Structure | Vesting / Terms | 2024 Activity |
|---|---|---|---|
| Annual RSU grant | Target ~$185,000; actual grant value determined by dividing $185,000 by average November closing price; 2024 reported stock awards $182,882. | RSU restrictions lapse on first anniversary of grant; directors may elect to defer; forfeiture on early departure unless Board accelerates; dividends paid on non-deferred RSUs, dividend equivalents on deferred RSUs. | Al Khayyal reported $182,882 in 2024 stock awards; received dividend equivalents on deferred RSUs ($42,684). |
Notes:
- Directors do not receive performance-based equity (no options; RSUs are time-based).
- Director Clawback Policy allows recoupment of incentive-based compensation for fiduciary or COBC violations causing material reputational/financial harm; no recoupment in 2024.
Other Directorships & Interlocks
| Company | Role | Committee/Function | Potential Interlock Considerations |
|---|---|---|---|
| Marathon Petroleum Corporation | Director | Vice Chair, Sustainability & Public Policy Committee | Halliburton’s related-person transaction policy governs any transactions; no specific related transactions disclosed. |
| National Gas & Industrialization Company | Chairman | N/A | Monitor for ordinary-course dealings; none disclosed. |
Expertise & Qualifications
- Energy industry, international operations, strategic planning: senior leadership roles across refining/marketing/international and corporate planning at Saudi Aramco.
- HSE and sustainability oversight: managed daily operations including environmental, safety, and security for ~50,000 employees.
- Human resources/compensation: led HR functions and a major healthcare JV (Johns Hopkins) for ~350,000 employees/dependents.
- Education: B.S. Mechanical Engineering; MBA (University of California, Irvine).
- Public policy: governance experience at Marathon Petroleum; oversight of government relations at Saudi Aramco.
Equity Ownership
| Holding Category | Amount |
|---|---|
| Beneficial common stock (sole voting/investment power) | 0 shares; <1% of class. |
| Restricted Shares | — |
| Outstanding RSUs | — |
| Deferred RSUs | 69,766 |
| Stock Equivalent Units (SEUs) | 18,892 |
- Director stock ownership requirements: at least 5× initial base retainer or $500,000; each non-management director meets the requirement or is on track within five years of election.
- Anti-hedging and anti-pledging policy applies to directors; hedging/pledging prohibited.
Governance Assessment
- Board effectiveness: Independent director with deep operational/HSE and HR expertise; serves on Audit and HSE committees, aligning skills with risk oversight and safety governance.
- Independence and attendance: Independent; Board ran 7 meetings in 2024 with ≥94% attendance; independent executive sessions held 4×; strong engagement standards.
- Compensation alignment (director): Balanced cash/equity mix; RSUs time-based (no options); equity and deferred comp structures align director incentives with long-term shareholder value; director clawback policy adds accountability.
- Ownership alignment: No beneficial common shares reported as of March 10, 2025, but substantial deferred RSUs/SEUs counted toward ownership guidelines; anti-hedge/pledge policy reduces misalignment risk.
- Potential conflicts: External roles at Marathon Petroleum and NGIC warrant monitoring under Halliburton’s related-persons policy; no related-party transactions involving him disclosed.
- Shareholder confidence signals: Strong say‑on‑pay support (~97% in 2024) and robust governance practices (majority voting, proxy access, recoupment, no poison pill) support investor confidence.