Alan Bennett
HALLIBURTONAbout Alan Bennett
Alan M. Bennett is an independent director of Halliburton, age 74, serving since 2006; he is a certified public accountant and former President and CEO of H&R Block (retired in 2011), previously Senior Vice President and Chief Financial Officer of Aetna, and Vice President, Sales & Marketing at Pirelli Armstrong Tire Company, with a B.S. in accounting from Susquehanna University . He currently serves on Halliburton’s Audit and Nominating & Corporate Governance Committees and is designated an SEC “Audit Committee financial expert”; Halliburton has a mandatory director retirement age of 75 and the proxy notes he will reach mandatory retirement next year . Bennett is also a seasoned director with deep governance experience, including current roles at Fluor Corporation (since 2011) and TJX Companies (since 2007), where he serves as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H&R Block, Inc. | President & CEO | Retired in 2011 | Oversaw major technology rollouts; led global workforce; CEO experience |
| Aetna | SVP & CFO | Not disclosed | Deep regulatory/legal engagement; Sarbanes-Oxley controls; public policy expertise |
| Pirelli Armstrong Tire Co. | VP, Sales & Marketing | Not disclosed | Customer perspective; results-driven marketing campaigns |
External Roles
| Company | Board Role | Since | Notes |
|---|---|---|---|
| TJX Companies, Inc. | Director; Lead Independent Director | 2007 | Current Lead Independent Director |
| Fluor Corporation | Director | 2011 | Current director |
| Bausch & Lomb | Director (past) | Not disclosed | Served among five major U.S. corporations in past 20 years |
| H&R Block | Director (past) | Not disclosed | Prior board service |
Board Governance
- Committee assignments: Audit; Nominating & Corporate Governance; previously Audit Committee Chair, succeeded by Earl M. Cummings in February 2025 in anticipation of mandatory retirement next year .
- Independence: Bennett is classified as INDEPENDENT; the Board determined all Audit Committee members are independent, and Bennett is designated an SEC “Audit Committee financial expert” .
- Attendance and engagement: In 2024, the Board met 7 times with 4 executive sessions; committee meetings were Audit 10, Compensation 5, HSE 4, Nominating 6; all directors attended ≥94% of meetings, and all attended the 2024 Annual Meeting .
- Mandatory retirement policy: Halliburton mandates retirement at age 75, a key governance cadence for board refreshment .
- Shareholder engagement: Board and management engaged shareholders representing ~52% of shares in fall 2024, including the Lead Independent Director, covering governance, risk oversight, sustainability, and executive compensation design .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $155,000 |
| Stock Awards ($) | $182,882 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | $27,479 |
| All Other Compensation ($) | $185,428 |
| Total ($) | $550,789 |
| Director Fees Schedule (Policy) | Amount |
|---|---|
| Annual base retainer (non-management director) | $130,000 |
| Lead Independent Director annual retainer | $40,000 (increased from $35,000 in 2024) |
| Committee Chair annual retainers | Audit $25,000; Compensation $20,000; HSE $20,000; Nominating & Corporate Governance $20,000 |
Note: Bennett’s 2024 cash fees of $155,000 are consistent with base retainer plus Audit Chair retainer prior to the February 2025 transition .
Performance Compensation
| Director Equity Award Policy | Details |
|---|---|
| Annual equity award value | ~$185,000 in RSUs, granted in December (RSU count based on November average closing price) |
| Vesting | Restrictions on RSUs lapse entirely on first anniversary of grant unless deferred; forfeiture/accelerated vesting subject to specified circumstances (death/disability/mandatory retirement/early retirement after ≥4 years) |
| Deferral elections | Directors may defer RSUs and/or fees into deferred RSUs or stock equivalent units (SEUs) under the Directors’ Deferred Compensation Plan |
| Dividends/Dividend equivalents | Cash dividends or equivalents paid on restricted shares and non-deferred RSUs; deferred RSUs and SEUs receive quarterly dividend equivalents |
| 2024 “All Other Compensation” Components (Bennett) | Amount |
|---|---|
| Halliburton Foundation Matching Gifts | $85,500 |
| HALPAC matching contributions | $5,000 |
| Dividends or dividend equivalents on restricted shares/RSUs | $17,160 |
| Dividend equivalents on stock equivalents account (SEUs) | $27,500 |
| Dividend equivalents on deferred RSUs | $50,268 |
- Director Clawback: Halliburton may recoup incentive-based compensation (time- or performance-vesting) from directors for fiduciary breaches, material violations, or oversight failures; no recoupment in 2024 .
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| Fluor Corporation | Current director | Since 2011; governance experience relevant to capital allocation and M&A oversight |
| TJX Companies, Inc. | Current director; Lead Independent Director | Since 2007; leadership role signals governance credibility |
| Policy on related person transactions | Audit Committee approval required for transactions >$120,000 where a related person has a material interest; factors include arm’s-length terms and company benefit |
Expertise & Qualifications
- Accounting/Finance; Strategic Planning; M&A: CPA; former CEO of H&R Block; former CFO at Aetna; deep audit and capital allocation experience .
- Legal/Regulatory/Public Policy: Extensive engagement with regulated industries and SOX internal controls .
- Technology operations: Oversight of major systems rollouts at H&R Block and Aetna .
- HR/Compensation and succession: Led global workforce; direct experience with management succession activities .
- Corporate governance: Service on boards of five major U.S. corporations over 20 years, including current LID role at TJX; supports best practices on Audit and Nominating Committees .
Equity Ownership
| Ownership Detail | Amount/Status |
|---|---|
| Beneficial ownership (March 10, 2025) | 27,236 shares; less than 1% of shares outstanding |
| Restricted shares (Dec 31, 2024) | 25,236 |
| Outstanding RSUs (Dec 31, 2024) | — |
| Deferred RSUs (Dec 31, 2024) | 81,079 |
| Stock equivalent units (SEUs) (Dec 31, 2024) | 41,023 |
| Deferred retainer fees/RSUs | Bennett has deferred retainer fees and RSUs under the Directors’ Deferred Compensation Plan |
| Hedging/Pledging | Directors are prohibited from hedging and pledging Halliburton securities |
| Director ownership guidelines | Required to own ≥5× base retainer or ≥$500,000; 5-year compliance window; all non-management directors meet or are on track |
| Section 16(a) compliance | Directors and officers complied with Section 16(a) filing requirements in 2024 |
Governance Assessment
- Positive signals: Long-tenured independent director with CPA credentials and former CEO/CFO experience; Audit Committee financial expert designation; strong board attendance; robust anti-hedging/pledging and director clawback policies; clear director ownership guidelines with deferral alignment .
- Succession and continuity: February 2025 transition of Audit Chair from Bennett to Cummings tied to mandatory retirement policy demonstrates proactive succession planning; continuity preserved with Bennett remaining on Audit and Nominating committees .
- Compensation alignment: Director pay is standard market structure (cash retainer + time-based RSUs), with sizeable equity and deferred balances (RSUs and SEUs), plus transparent disclosure of dividend equivalents and charitable matching components; no director performance metrics are used for equity, reducing perverse incentive risk .
- Related-party/independence controls: Formal related persons transaction policy requiring Audit Committee approval and independence determinations for committees mitigate conflict risks; Board affirmed Audit Committee independence .
- Watch items: Mandatory retirement next year will remove a financially experienced director; ensure committee financial expertise coverage remains robust post-transition (Board already designated multiple audit financial experts) .
RED FLAGS: None explicitly disclosed for Bennett in the retrieved proxy sections; hedging/pledging is prohibited and Section 16(a) compliance was affirmed for 2024 .