Katherine Banks

About M. Katherine Banks

Dr. M. Katherine Banks (age 65) is an independent Director of Halliburton (HAL) who joined the Board in 2019. She is the former President of Texas A&M University, with 30+ years in engineering and academia, including leadership of national lab and nuclear security initiatives. Her technical credentials include BS (University of Florida), MS (University of North Carolina), and PhD (Duke University) in engineering; she is an Elected Fellow of the American Society of Civil Engineers and a member of the National Academy of Engineering .

Past Roles

Organization	Role	Tenure	Committees/Impact
Texas A&M University	President	Retired in 2023	Oversaw one of the largest U.S. universities; established EnMed program; led Sustainability Master Plan
Texas A&M University	Dean, College of Engineering; Vice Chancellor of Engineering	9 years (Dean)	Led engineering education and technology initiatives; talent development expertise
Purdue University	Head, School of Civil Engineering	Not disclosed	Academic leadership; engineering program oversight
Texas A&M University System	Vice Chancellor, National Laboratories & National Security Strategic Initiatives	Not disclosed	Oversight of Los Alamos National Laboratory contract; George H.W. Bush Combat Development Complex

External Roles

Organization	Role	Tenure	Notes / Interlocks
Peabody Energy	Director	Since 2023	HAL Lead Independent Director Robert A. Malone is Non‑Executive Chairman (since 2016) and Director (since 2009) at Peabody—board interlock with Banks
Triad National Security	Board Member	Not disclosed	Oversees Los Alamos National Laboratory management entity
Professional Honors	Fellow, ASCE; Member, National Academy of Engineering	Not disclosed	National recognition in engineering

Board Governance

Independence: Banks is designated INDEPENDENT; HAL’s Board is 91% independent, with Malone as Lead Independent Director; Miller is the sole non‑independent Director .
Committee assignments: Health, Safety & Environment (HSE) Committee; Nominating & Corporate Governance Committee (NCG) . HSE oversight covers HSE risk, performance, and climate matters; NCG oversees governance, director compensation, succession planning, and political engagement .
Attendance and engagement: In 2024, the Board held 7 meetings; all Directors attended at least 94% of Board/Committee meetings, and all attended the 2024 Annual Meeting . The Board conducted 4 executive sessions of independent Directors .
Shareholder engagement: Fall 2024 outreach engaged holders of ~52% of shares; 97% say‑on‑pay support at 2024 Annual Meeting .

Committee	Banks’ Role	Committee Focus
Health, Safety & Environment	Member	HSE matters, sustainability, performance and risk‑management processes
Nominating & Corporate Governance	Member	Governance guidelines, board refreshment, director compensation, succession planning; political & lobbying oversight

Fixed Compensation

Component (2024)	Amount (USD)	Detail
Annual Cash Retainer	$130,000	Non‑management Director retainer unchanged since 2022
Chair Fees	$0	Chairs receive: Audit $25k; Compensation $20k; HSE $20k; NCG $20k; Banks not a chair
Equity Award (RSUs, grant‑date fair value)	$182,882	Annual RSUs valued at ~$185k, determined by November avg. closing price; granted in December
All Other Compensation (breakdown)	$62,348	Matching gifts $50,063 ; Dividend equivalents on deferred RSUs $9,003 ; Dividends/DEs on RSUs $3,282
Total 2024 Director Compensation	$375,230	Summation of components

Performance Compensation

Directors do not receive performance‑based pay. Company executive incentives—overseen by the Board—inform governance quality and pay‑for‑performance alignment.

2024 Annual Incentive Metrics (Executives)	Weight	Threshold	Target	Maximum	Actual
Net Operating Profit After Taxes (NOPAT)	60%	$2.933B	$3.192B	$3.451B	$2.979B
Asset Turns	20%	1.775	1.811	1.847	1.755
Sustainability (GHG fleet conversion/Innovation Labs)	10%	Binary	Target	n/a	Achieved
Our People (gender hiring/localization)	10%	Binary	Target	n/a	Achieved

Result: Overall payout at 50% of target for 2024 Annual Performance Pay Plan .
Long‑term PUP (2012 cycle example disclosed): 2022 PUP cycle paid at 192.22% of target (ROCE between 50th–75th percentile), TSR 30.9% yielded no modifier; paid 50% cash/50% stock .

Long‑Term Incentive Design (2024)	Weighting	Metric/Structure
Performance Units (3‑yr)	70%	Relative ROCE vs performance peers with TSR modifier (OSX); target at 55th percentile; cap at target if HAL avg. ROCE is negative
Restricted Stock	30%	Time‑vested (typically 20%/yr over 5 years)

Other Directorships & Interlocks

Peabody Energy: Banks is a Director (since 2023) . HAL’s Lead Independent Director Robert A. Malone is Non‑Executive Chairman (since 2016) and a long‑tenured Director at Peabody—creating a board interlock that may enhance information flow but warrants monitoring for potential conflicts in cross‑company oversight .
No related‑party transactions disclosed involving Banks; HAL’s Related Persons Transactions Policy governs and requires Audit Committee approval for any such transactions over $120,000 and found no issues for the Directors in 2024 .

Expertise & Qualifications

Strategic planning and technology: 30+ years in academia and engineering leadership, national lab oversight (Los Alamos contract) .
Technical credentials: BS/MS/PhD in engineering; Fellow ASCE; National Academy of Engineering; recognized by Oil & Gas Investor’s 25 Influential Women in Energy (Pinnacle Award, 2021) .
HSE and sustainability: Oversight of major programs (EnMed; sustainability planning) providing relevant insights for HSE Committee work .

Equity Ownership

Ownership Metric	Amount
Beneficial Ownership (as of Mar 10, 2025)	10,551 shares; <1% of class
Outstanding RSUs (12/31/2024)	6,092
Deferred RSUs (12/31/2024)	13,430
SEUs (stock equivalent units)	Not disclosed for Banks (—)
Director Ownership Requirement	Greater of 5× base retainer at first election or $500,000; all non‑management Directors meet or are on track within five years
Hedging/Pledging	Prohibited for Directors and executives
Director Clawback Policy	Supplemental recoupment for fiduciary breaches/COBC violations; no recoupments in 2024

Governance Assessment

Strengths:
- Independent director with deep technical and HSE credentials; serves on HSE and NCG committees aligned to her expertise .
- Strong Board governance framework (majority voting, proxy access, clawbacks, anti‑hedging/pledging) and disciplined related‑party oversight .
- High attendance and engagement; Board held executive sessions; all Directors ≥94% attendance and attended Annual Meeting .
- Director pay is modest, equity‑oriented via RSUs; ownership guidelines bolster alignment; no options or tax gross‑ups .
- Shareholder support: ~97% say‑on‑pay in 2024; proactive outreach to investors .
Potential conflicts/RED FLAGS:
- Board interlock at Peabody Energy with HAL’s Lead Independent Director Robert A. Malone—monitor for perceived influence or conflicts on cross‑company decisions (no related‑party transactions disclosed) .
- Charitable matching in “All Other Compensation” is sizable for some Directors; Banks’ $50,063 match is within policy and directed to institutions; HAL asserts no Director personal benefit and thresholds avoid undue influence—low risk as disclosed .
Compensation Committee oversight (context for pay‑for‑performance analysis):
- Comp Committee membership: Albrecht, Cummings, Gerber (Chair), Malone, Smith; independent consultant Pearl Meyer engaged and found no material risk in pay programs .
- Performance metrics emphasize ROCE, TSR, NOPAT, Asset Turns, and ESG‑linked goals; 2024 annual incentive paid at 50% of target, while 2022 PUP paid at 192.22%—demonstrating variability and pay‑for‑performance linkage .

Overall, Banks’ committee roles, independence, attendance, and equity‑linked compensation support investor confidence; the Peabody interlock is notable but mitigated by HAL’s policies and lack of disclosed related‑party transactions .