Murry Gerber
About Murry S. Gerber
Independent director since 2012 (age 72); former Executive Chairman, Chairman, President, and CEO of EQT Corporation with >20 years of public-company board experience across energy and financial markets; geology B.S. (Augustana College) and M.S. (University of Illinois); designated “Audit Committee financial expert.” Committees: Audit; Compensation (Chair). Current outside boards: BlackRock, Inc. (Lead Independent Director) and United States Steel Corporation (Audit Committee Chair). Independence: non-management director; all standing committees are composed solely of independent directors under Halliburton’s Corporate Governance Guidelines and NYSE standards. Board attendance: at least 94% in 2024; all directors attended the 2024 Annual Meeting; independent directors held four executive sessions in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EQT Corporation | Executive Chairman | 2010–May 2011 | Led strategic oversight following CEO tenure . |
| EQT Corporation | Chairman | 2000–2010 | Oversaw growth from local distribution to leading Appalachian E&P; invested $7B in region . |
| EQT Corporation | President | 1998–2007 | Ran integrated natural gas operations (production, midstream, distribution) . |
| EQT Corporation | Chief Executive Officer | 1998–2010 | Managed strategic, operational, and financial matters for large enterprise . |
| Coral Energy (now Shell Trading North America) | Chief Executive Officer | Not disclosed | Executive leadership in energy trading; prior to EQT . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Lead Independent Director; Director | Since 2000 | Nominating, Governance & Sustainability Committee member; deep regulatory, public policy oversight . |
| United States Steel Corporation | Director; Audit Committee Chair | Since 2012 | Audit leadership experience valuable to HAL board . |
| Pittsburgh Cultural Trust | Board of Trustees | Not disclosed | Community engagement; philanthropic governance . |
Board Governance
- Committee assignments: Audit (member); Compensation (Chair). Financial expert designation: Alan M. Bennett, Earl M. Cummings, Murry S. Gerber, and Bhavesh V. Patel are SEC-defined “Audit Committee financial experts” .
- Attendance and engagement: Board met 7 times in 2024; committee meetings—Audit (10), Compensation (5), HSE (4), Nominating & Corporate Governance (6); all directors ≥94% meeting attendance; independent directors held 4 executive sessions; all directors attended the 2024 Annual Meeting .
- Governance infrastructure: Annual director elections; majority voting; mandatory retirement age 75; proxy access; anti-hedging and pledging policy; robust director stock ownership guidelines; director clawback policy adopted (no recoupment in 2024) .
Fixed Compensation (Non-Employee Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Unchanged since 2022 . |
| Committee chair retainer (Compensation) | $20,000 | Gerber as Compensation Chair . |
| Total fees earned (cash) – Gerber | $150,000 | $130k base + $20k chair = $150k . |
| Annual equity award (RSUs) target value | ~$185,000 | Granted in December; RSUs determined by November average closing price . |
| 2024 stock awards (grant-date fair value) – Gerber | $182,882 | Fair value methodology disclosed . |
| All Other Compensation – Gerber | $117,142 | Includes matching gift program (max match $112,500), dividends/equivalents . |
| Total 2024 compensation – Gerber | $450,024 | Sum of cash, stock awards, and other . |
Key terms:
- RSU vesting: restrictions lapse on first anniversary of grant date; forfeiture on early separation absent acceleration; death/disability/retirement exceptions; optional deferral under Directors’ Deferred Compensation Plan .
- Deferred compensation: Directors may defer cash retainers (interest-bearing at Citibank N.A. prime or into SEUs) and/or RSUs; SEUs/RSUs earn dividend equivalents; distributions in stock/cash post-retirement per elections .
Performance Compensation (Committee Oversight and Metrics)
Gerber chairs the Compensation Committee overseeing NEO pay design, metrics, and shareholder alignment; 2024 say‑on‑pay support was ~97%, up from 79% the prior year, reflecting program changes informed by investor engagement .
| 2024 Annual Performance Pay Plan Metrics | Weight | Rationale |
|---|---|---|
| Net Operating Profit After Taxes (NOPAT) | 60% | Emphasizes free cash flow and capital discipline as preferred by shareholders . |
| Asset Turns | 20% | Reinforces capital efficiency . |
| Non-Financial Strategic Metrics – GHG Emissions Reduction | 10% | Aligns with sustainability priorities . |
| Non-Financial Strategic Metrics – Our People Performance | 10% | Supports talent and culture priorities . |
Long-term incentives (PUP): Primary metric is ROCE relative to a performance peer group; payouts capped at target if HAL’s three-year average ROCE is negative; TSR modifier 75%/100%/125% by quartile, not applied if upper-quartile TSR is negative . 2025 Performance Peer Group updated for consolidation and relevance (e.g., SLB, Baker Hughes, NOV, Weatherford, TechnipFMC, Transocean, Valaris, Noble, Liberty, Patterson‑UTI, Helmerich & Payne, others) following shareholder outreach; criteria: similar cyclicality/capital structures, industry match, >$1B market cap, U.S. listing .
Other Directorships & Interlocks
| Company | Role | Since | Potential Interlock/Notes |
|---|---|---|---|
| BlackRock, Inc. | Lead Independent Director | 2000 | BlackRock beneficially owns ~82,046k HAL shares (~9.30%); may warrant monitoring for perceived influence; no related-person transaction disclosed for Gerber . |
| United States Steel Corporation | Audit Committee Chair; Director | 2012 | Audit expertise strengthens HAL oversight . |
| Pittsburgh Cultural Trust | Trustee | Not disclosed | Philanthropic affiliations; matching gift program disclosed and capped . |
Expertise & Qualifications
- Energy industry leadership (unconventional oil/gas basins); strategic planning; accounting/finance; technology/engineering .
- Regulatory/public policy familiarity via EQT and BlackRock roles .
- M&A track record: growth and $7B investment program at EQT .
- Human resources/compensation oversight from CEO experience; current comp committee leadership .
- HSE and sustainability oversight experience; BlackRock Nominating, Governance & Sustainability Committee .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficial ownership (sole voting/investment power) | 574,596 shares | <1% of shares outstanding . |
| Restricted shares | 2,000 | Director holdings as of 12/31/2024 . |
| Outstanding RSUs | 6,092 | As of 12/31/2024 . |
| Deferred RSUs | — | None for Gerber . |
| SEUs (stock equivalents) | — | None for Gerber . |
| Director ownership guidelines | ≥5× base retainer or ≥$500,000; 5‑year compliance window; all non‑management directors meet or are on track | Reviewed annually by Nominating & Corporate Governance Committee . |
| Anti‑hedging/pledging | Policy prohibits hedging/pledging by directors and executives | Strengthens alignment . |
| Section 16 compliance | Directors and officers complied with filing requirements for FY2024 | No delinquent reports . |
Governance Assessment
- Strengths: Compensation Committee leadership with active investor engagement; improved say‑on‑pay (~97% in 2024) signaling shareholder confidence; robust pay‑for‑performance design (NOPAT, Asset Turns, ROCE, TSR); strong governance policies (ownership, clawback, anti‑hedging/pledging); financial expert designation; high attendance and independent executive sessions .
- Potential red flags to monitor: Interlock with BlackRock (large beneficial owner ~9.30%), which could create perceived conflicts despite independence determinations and related‑party transaction safeguards; sizable “All Other Compensation” driven by charitable matching (policy caps and disclosure mitigate risk) .
- Oversight robustness: Committee charters emphasize risk oversight (cybersecurity/enterprise risk in Audit; HSE/climate in HSE; director comp and succession in Nominating; incentive metric rigor in Compensation) . No waivers of the Code of Business Conduct in 2024 (positive signal) .
Overall, Gerber’s deep energy and governance expertise, coupled with shareholder‑responsive compensation oversight and strong attendance, supports board effectiveness; investors should remain attentive to interlock optics with BlackRock while noting the company’s policies and disclosures designed to mitigate conflict risk .