Earl Cummings
Director at HAL
Board
About Earl M. Cummings
Independent director since 2022; age 60. Managing Partner of MCM Houston Properties (since 2013), with prior CEO experience in information technology and staffing. Education: MBA, Pepperdine University; BBA in Management Information Systems, University of Houston. Halliburton designates him an independent director and an “Audit Committee financial expert.” He was elected Audit Committee Chair in February 2025 and also serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MCM Houston Properties, LLC | Managing Partner | Since 2013 | Led executive leadership, capital raising, and strategy; managed/sold 75,000+ properties valued over $5.5B . |
| The BTS Team (IT & staffing) | Chief Executive Officer | Not disclosed | Led network, programming, database, and desktop support services firm . |
| C-STEM Robotics | Founding Chairman, Executive Board | Not disclosed | Governance leadership for STEM-focused nonprofit board . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CenterPoint Energy (NYSE: CNP) | Director | Since 2020 | Audit Committee member; previously served on Compensation Committee; prior Chair of Governance, Environment & Sustainability Committee . |
| Texas Southern University – Jesse H. Jones School of Business | Advisory Council Member | Not disclosed | Advisory role . |
| Texas Children’s Hospital | Operations & Planning Committee | Not disclosed | Committee member . |
| University of Houston Energy Advisory Board | Strategic Planning Committee | Not disclosed | Committee member . |
Board Governance
- Committee assignments: Audit Committee (Chair, elected February 2025), Compensation Committee (member). The Board determined all Audit Committee members are independent and designated Cummings as an “Audit Committee financial expert” .
- Independence: Listed as INDEPENDENT; director since 2022 .
- Engagement and attendance: In 2024, the Board held 7 meetings; all directors other than Mr. Carroll attended at least 94% of Board and committee meetings. Cummings attended the 2024 Annual Meeting as required by guidelines .
- Audit oversight: As Audit Chair, Cummings oversees independent auditor selection, independence, and fees; the Audit Committee recommended including audited financials in the 2024 Form 10‑K .
- Risk oversight: The Audit Committee has enterprise risk oversight, including information security and cybersecurity; the Board receives quarterly cybersecurity updates .
- Anti-hedging/pledging: Directors are prohibited from hedging and pledging Halliburton securities .
- Director ownership requirements and clawback: Non-management directors must hold the greater of 5x initial annual base retainer or $500,000 within five years of joining; Halliburton states each non-management director meets or is on track. A supplemental director clawback policy applies to incentive-based compensation in cases of fiduciary breaches or related misconduct; no recoupments in 2024 .
Board and Committee Meeting Activity (2024)
| Body | Meetings |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 10 |
| Compensation Committee | 5 |
| Health, Safety & Environment Committee | 4 |
| Nominating & Corporate Governance Committee | 6 |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Standard non-management director retainer . |
| Committee chair retainer (Audit) | $25,000 policy rate | Cummings was elected Audit Chair in Feb-2025; policy provides an additional $25,000 annual retainer for Audit Chairs going forward . |
| All Other Compensation | $59,555 (2024) | Includes charitable matching through Halliburton Foundation, dividend equivalents, and any HALPAC-related matching as applicable . |
Performance Compensation
| Equity Vehicle | 2024 Value | Grant Mechanics | Vesting | Deferral |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | $182,882 | Annual director equity ≈ $185,000 in RSUs, granted in December; RSU count based on Nov. average closing price . | Restrictions lapse on first anniversary of grant; time-based (no performance metrics) . | Directors may defer RSUs; deferred RSUs receive dividend equivalents under the Directors’ Deferred Compensation Plan . |
No performance metrics apply to director RSUs; they are time-based vesting only .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| CenterPoint Energy | Director | Audit Committee; previously Compensation Committee; prior Chair of Governance, Environment & Sustainability . |
- Related-party transactions: Halliburton discloses a Related Persons Transactions Policy with Audit Committee approval requirements; the proxy’s independence discussion highlights a relationship involving another director (Mr. Smith/HCSC) but does not identify any related-person transactions involving Cummings .
Expertise & Qualifications
- Strategic planning, accounting/finance, capital markets, and M&A (MCM Houston Properties leadership; 75,000+ property transactions; $5.5B+ value) .
- Information technology and cybersecurity exposure (former CEO of an IT and staffing firm; board service includes risk oversight) .
- Public policy and federal contracting familiarity (FAR, SBA, GSA) .
- Human resources/compensation governance (experience at CenterPoint Energy’s Compensation Committee) .
- Education: MBA (Pepperdine); BBA MIS (University of Houston) .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (as of Mar 10, 2025) | 16,057 shares; sole voting and investment power . |
| Ownership as % of shares outstanding | <1% (proxy denotes “* Less than 1%”) . |
| Deferred RSUs | 11,023 deferred RSUs at 12/31/2024 . |
| Outstanding time-vested RSUs | None shown for Cummings at 12/31/2024 . |
| Shares pledged | Prohibited by policy (hedging/pledging ban) . |
| Director ownership guideline | ≥ greater of 5x initial base retainer or $500,000 within 5 years; all non-management directors meet or are on track . |
Director Compensation (2024) – Detail
| Name | Cash Fees ($) | Stock Awards ($) | Change in Pension/Nonqualified Deferral ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| Earl M. Cummings | 130,000 | 182,882 | – | 59,555 | 372,437 |
- Matching gifts: Directors participating in 2024 included Cummings; the Halliburton Foundation match attributed to him was $56,250 (paid to institutions, not to directors) .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay support was approximately 97%, indicating strong shareholder endorsement of Halliburton’s pay program and governance engagement .
Governance Assessment
-
Strengths
- Independence and expertise: Independent status, Audit Chair, and SEC-designated “Audit Committee financial expert” enhance financial oversight credibility .
- Robust anti-hedging/pledging and director ownership requirements align directors with shareholders; clawback applies to director incentive-based compensation; no 2024 recoupments .
- Active committee workload and high attendance culture (≥94% across directors, excluding one retiree) support engagement; Board receives quarterly cybersecurity updates .
- Compensation mix is largely standard (cash retainer + time‑based RSUs), with ability to defer; no performance metric gaming risk at director level .
-
Potential Watch Items
- Multi‑board service: External board at CenterPoint Energy is a positive for cross‑industry insight; monitor time commitments as Audit Chair at HAL alongside external audit duties (no attendance issues disclosed) .
- Related‑party/Interlocks: Proxy flags no Cummings-specific related‑person transactions; continue monitoring due to real estate investments and external roles (Audit Committee oversees any such matters under policy) .
-
RED FLAGS
- None disclosed specific to Cummings in 2024–2025 proxies (no attendance shortfalls, no pledging/hedging, no related‑party transactions, and strong say‑on‑pay support at the company level) .