Maurice Smith
Director at HAL
Board
About Maurice S. Smith
Maurice S. Smith (age 53) is an independent director of Halliburton (HAL) since 2023. He is President, Chief Executive Officer, and Vice Chair of Health Care Service Corporation (HCSC), bringing deep strategy, finance, and operations expertise from a 30-year healthcare career. At HAL, he serves on the Compensation Committee and the Health, Safety and Environment (HSE) Committee; the Board specifically reviewed HAL’s use of Blue Cross Blue Shield services (HCSC subsidiary) and concluded the relationship is not material and does not affect his independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Care Service Corporation (HCSC) | President | 2019–present | Led revenue/earnings growth and pandemic navigation; oversight of finance/strategy |
| Health Care Service Corporation (HCSC) | Chief Executive Officer | 2020–present | Executed long-term strategy, capital allocation; workforce of 25,000+ and >$50B revenue |
| Health Care Service Corporation (HCSC) | Vice Chair | 2023–present | Board-level leadership and strategic oversight |
| Blue Cross Blue Shield of Illinois (HCSC division) | President | 2015–2019 | Expanded footprint; acquisitions (e.g., Health Benefits), doubled Medicare Advantage geographies |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Ventas, Inc. | Director (public company) | 2021 | Real estate investment trust in healthcare; current public company directorship |
| Prime Therapeutics | Chairman | N/A | Privately held, partially owned subsidiary of HCSC; ~$30B revenue; pharmacy solutions |
| Blue Cross Blue Shield Association | Board Member | N/A | Industry association governance |
| America’s Health Insurance Plans (AHIP) | Board Member | N/A | Health insurer trade association |
| Federal Reserve Bank of Chicago | Board | N/A | Macroeconomic oversight exposure |
| Economic Club of Chicago | Board | N/A | Civic/business leadership network |
Board Governance
- Committee assignments: Compensation Committee; Health, Safety and Environment (HSE) Committee; no chair roles disclosed .
- Independence: Board determined Smith is independent, despite HAL’s ordinary-course use of Blue Cross Blue Shield services; relationship deemed not material .
- Attendance: In 2024 the Board met 7 times; all directors attended ≥94% of Board/committee meetings and all attended the 2024 Annual Meeting .
- Board independence and structure: 91% of the Board is independent; all standing committees comprised solely of independent directors; executive sessions held 4 times in 2024 .
- Lead Independent Director: Robert A. Malone; role includes agenda approval, executive sessions, CEO evaluation, and shareholder engagement .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Director Cash Retainer | 130,000 | Non-management director retainer. Committee chair fees not applicable to Smith (Audit $25k; Comp $20k; HSE $20k; NCG $20k) . |
| Total Cash (Fees Earned/Paid) | 130,000 | As reported in Director Compensation table. |
| All Other Compensation (breakdown) | 14,031 | HALPAC matching contribution $5,000 ; dividend equivalents on SEUs $3,084 ; dividend equivalents on deferred RSUs $5,947 . |
| Total 2024 Director Compensation | 326,913 | Sum of cash fees, stock awards, and other compensation reported. |
Performance Compensation
| Equity Award | Grant Value ($) | Grant Timing | Vesting/Deferral Details |
|---|---|---|---|
| Annual RSU Award | 182,882 | December 2024 (annual director grant) | RSUs determined by dividing $185,000 by avg. Nov closing price; vest/lapse entirely on first anniversary of grant date; may elect deferral under Director Deferred Compensation Plan . |
Director equity is time-based (no performance metrics). Executive program metrics below reflect company-wide pay design and governance context overseen by the Compensation Committee:
- Executive Annual Incentive metrics: 60% NOPAT; 20% Asset Turns; 20% Non-Financial Strategic Metrics (GHG reduction and people metrics; both achieved) .
- 2024 actual results: NOPAT $2.979B vs target $3.192B; Asset Turns 1.755 vs target 1.811; overall annual payout 50% of target .
- Long-term PUP: ROCE vs Performance Peer Group over 3 years with TSR modifier (OSX); 2022 cycle paid 192.22% of target (no TSR modification) .
| Executive Annual Plan Metric | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|
| NOPAT ($B) | 2.933 | 3.192 | 3.451 | 2.979 |
| Asset Turns (x) | 1.775 | 1.811 | 1.847 | 1.755 |
| Sustainability/People (binary) | — | Achieved | — | Achieved |
Other Directorships & Interlocks
| Entity | Relationship to HAL | Potential Interlock/Exposure |
|---|---|---|
| Blue Cross Blue Shield (HCSC subsidiary) | HAL utilizes health insurance services in ordinary course | Board concluded not material; independence maintained . |
| Ventas, Prime Therapeutics, AHIP, BCBSA | No disclosed HAL transactions | No related-party transactions disclosed with these entities . |
Expertise & Qualifications
- Strategic planning, accounting/finance, and M&A; led growth, capital structure, and major initiatives at HCSC, including Medicare Advantage expansion and acquisitions .
- Regulatory/public policy experience across complex healthcare compliance; augments HAL’s risk oversight .
- Sustainability and corporate responsibility; community health partnerships and responsible operations; contributes to HSE oversight context .
- Human resources/compensation familiarity from leading a large insurer; supports compensation governance discussions .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Beneficial Ownership (common shares) | 0 | Less than 1% of shares outstanding . |
| Deferred RSUs | 14,964 | Under Directors’ Deferred Compensation Plan . |
| Stock Equivalent Units (SEUs) | 7,359 | Under Directors’ Deferred Compensation Plan . |
| Outstanding RSUs (not deferred) | 0 | — |
| Restricted Shares | 0 | — |
| Hedging/Pledging | Prohibited | Applies to directors and executives . |
| Stock Ownership Guideline | ≥ 5× base retainer or ≥ $500,000 | 5-year compliance window from election; all non-management directors meet or are on track . |
Governance Assessment
- Board effectiveness and engagement: Smith contributes strategy/finance/HSE perspectives on Compensation and HSE Committees; HAL’s say-on-pay support at ~97% in 2024 signals investor confidence in compensation governance .
- Independence and conflict review: Audit of potential related-party exposure (Blue Cross Blue Shield services) resulted in explicit Board conclusion of immateriality and maintained independence—a positive governance control .
- Attendance and diligence: All directors attended ≥94% of meetings and the Annual Meeting, supporting robust engagement; Smith is included in this standard .
- Director pay mix and alignment: Standard HAL structure—$130k cash retainer and ~$185k annual RSUs with one-year vesting and optional deferral; ownership guidelines require substantial stock holdings over five years, with compliance or on-track status across directors .
- RED FLAGS: Limited direct common share ownership (beneficial ownership 0) mitigated by deferred RSUs/SEUs and ownership guidelines; no hedging/pledging allowed; no related-party transactions identified beyond immaterial health insurance services; no Section 16(a) delinquency in 2024 .
Compensation Committee process and controls: Independent consultant Pearl Meyer advises the Committee (of which Smith is a member), including peer selection and plan design; Committee concluded plans do not present material risk; multi-peer framework (Comparator/Performance Peer Group and OSX TSR modifier) demonstrates rigorous governance .
Director compensation details: Smith’s 2024 totals—Cash $130,000; Stock Awards $182,882; All Other Compensation $14,031; Total $326,913; with HALPAC matching and dividend equivalents disclosed .
Shareholder feedback: Extensive outreach and transparency; strong say-on-pay support reinforces investor confidence in board oversight of pay .