Janet Weiss
Director at HAL
Board
About Janet L. Weiss
Independent director of Halliburton (HAL) since 2023; age 61. Former President of BP Alaska with 35+ years in oil and gas; B.S. in Chemical Engineering from Oklahoma State University. Board tenure focuses on HSE and governance oversight alongside deep operating, engineering, and strategic planning expertise. Committees: Health, Safety & Environment; Nominating & Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP Alaska | President | Retired 2020; 35+ years in energy | Led exploration, development, production and pipeline interests; day-to-day operations/HSE accountability . |
| BP Exploration & Production | VP Special Projects; VP Unconventional Gas Technology | N/A | Technology and development leadership in E&P and unconventional gas . |
| BP/ARCO (early career) | Process/Reservoir/Petroleum Engineer; Reservoir Engineering Advisor | N/A | Hands-on technical roles underpinning later operating leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tourmaline Oil Corp. | Director | Since 2020 | Member, Environment, Safety, and Sustainability Committee . |
| First National Bank Alaska | Director | N/A | Board role (non-public company) . |
| Northwest University | Director | N/A | Board role (non-public/academic) . |
Board Governance
- Independence: With the exception of HAL’s CEO/Chair, all directors are independent; Weiss is an independent director .
- Committee assignments: Health, Safety & Environment; Nominating & Corporate Governance (added/confirmed HSE membership Feb 2025) .
- Attendance: Board held 7 meetings in 2024; all directors (except one who retired) attended at least 94% of Board/committee meetings—Weiss met the threshold .
- Executive sessions: Independent directors met in executive session 4 times in 2024 .
- Lead Independent Director: Robert A. Malone with chartered responsibilities including agenda approval, CEO evaluation, and shareholder engagement .
- Oversight scope: HSE matters; financial reporting/cybersecurity via committee charters; governance and sustainability oversight through Nominating & Corporate Governance .
Fixed Compensation
| Item (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Standard non-management director retainer (unchanged since 2022) . |
| Equity (RSUs) – grant date fair value | $182,882 | Annual RSU grant valued at ~$185,000; number of RSUs determined by November average closing price; granted in December; vests one year from grant . |
| All other compensation | $116,429 | Includes matching gifts (Halliburton Foundation) and dividend equivalents; Weiss’s matching gift: $112,500; dividend equivalents: $3,929 . |
| Total 2024 director compensation | $429,311 | No above-market deferred interest for Weiss in 2024 (dash) . |
Program mechanics:
- Committee chair fees (if applicable): Audit $25k; Compensation $20k; HSE $20k; Nominating & Corporate Governance $20k; Lead Independent Director retainer increased to $40k in 2024 (not applicable to Weiss) .
- Deferred Compensation Plan: Directors may defer cash fees and RSUs into interest-bearing or stock equivalent accounts; dividend equivalents accrue; Weiss has deferred RSUs .
Performance Compensation
Directors do not receive performance-based incentives at HAL; equity awards are time-based RSUs. Executive-level performance metrics (NOPAT, Asset Turns, GHG/People) apply to NEO bonuses, not directors .
| Component | Applies to Directors? | Details |
|---|---|---|
| Annual cash bonus/targets | No | Director pay is cash retainer; no bonus metrics . |
| Performance RSUs/PSUs | No | Director equity is RSUs vesting time-based after one year . |
| Clawback (Director-specific) | Yes | Supplemental recoupment policy may recoup incentive-based compensation for fiduciary/code breaches; no recoupments in 2024 . |
Other Directorships & Interlocks
| External Entity | Relationship to HAL | Potential Interlock | Disclosed Conflict? |
|---|---|---|---|
| Tourmaline Oil Corp. (E&P) [public] | Potential customer of oilfield services | Industry adjacency only | No HAL related-person transactions disclosed involving Weiss; related persons policy governs any such transactions . |
| First National Bank Alaska | Financial services | None | None disclosed . |
| Northwest University | Academic | None | None disclosed . |
HAL’s Board adopted a related persons transactions policy; Audit Committee must approve/ratify transactions >$120k involving directors and immediate family; no Weiss-related transactions are reported .
Expertise & Qualifications
- Energy operations: Led BP Alaska operations and pipeline interests; direct HSE accountability across complex assets .
- Engineering/technology: Chemical engineer with deep reservoir/process background; executive roles in unconventional gas technology and special projects .
- HSE & sustainability: Hands-on operational safety leadership; external committee work in environment/sustainability at Tourmaline .
- Strategic planning: Extensive global oil and gas experience; governance experience across public/private/academic boards .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 10,218 shares; <1% of class | Sole voting/investment power; options detail not applicable to directors . |
| Outstanding RSUs | N/A | Directors cannot vote RSUs; RSUs vest after one year . |
| Deferred RSUs | 6,092 units | Weiss elected to defer RSUs under plan . |
| Ownership guidelines | ≥ 5× base retainer or ≥ $500,000; 5 years to comply | Directors currently meet or are on track to meet guidelines . |
| Hedging/pledging | Prohibited for directors and executives | Anti-hedging/pledging policy enforced . |
Dividend equivalents and charitable matching in “All Other Compensation” accrue to charities or as dividend equivalents; directors derive no personal benefit from matching gifts; thresholds and treatment explained in proxy .
Governance Assessment
- Alignment: Strong “skin-in-the-game” via required ownership; Weiss has deferred RSUs, and HAL prohibits hedging/pledging—positive alignment signal .
- Independence & attendance: Independent director with high attendance cohort; executive sessions held—supports robust oversight .
- Committee effectiveness: HSE and Governance roles match Weiss’s operating/HSE background—fit-for-purpose expertise allocation .
- Compensation structure: Cash retainer plus time-based RSUs; no performance features; Director-specific clawback adds accountability; charitable matching disclosed and capped—shareholder-friendly transparency .
- RED FLAGS: None disclosed—no related-party transactions, no Section 16(a) delinquencies noted for directors in aggregate, no pledging, no director-specific controversies reported .
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