Robert Malone
Lead Independent Director at HAL
Board
About Robert A. Malone
Robert A. Malone is Halliburton’s Lead Independent Director (since 2018) and an independent Director (since 2009), age 73. He is Executive Chairman, President and CEO of First Sonora Bancshares and The First National Bank of Sonora (Sonora Bank); previously he held senior global leadership roles at BP plc, BP America Inc., BP Shipping Ltd., and Alyeska Pipeline. Malone holds a BS in metallurgical engineering from The University of Texas at El Paso and an MS in management as an Alfred P. Sloan Fellow at MIT. Core credentials: energy industry leadership, crisis management, safety regulation compliance, and corporate restructuring .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP America Inc. | Chairman of the Board and President | Not disclosed | Led public policy, regulatory and crisis management efforts; oversight of Law and Government Relations teams |
| BP plc | Executive Vice President | Not disclosed | Global leadership roles; strategy and M&A perspectives |
| BP Shipping | Chief Executive Officer | Not disclosed | Global operations experience; HSE responsibility |
| Alyeska Pipeline | Safety leadership role | Not disclosed | HSE performance and improvement responsibilities |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Peabody Energy | Non‑Executive Chairman (since 2016); Director (since 2009) | Since 2009; Chairman since 2016 |
| Teledyne Technologies | Director | Since 2015 |
| BP Midstream Partners GP LLC (general partner of BP Midstream) | Director (former, within last five years) | 2017–2022 |
Board Governance
- Committee assignments: Compensation Committee (member) and Nominating & Corporate Governance Committee (member); serves as Lead Independent Director .
- Independence: Board composed of independent Directors except the CEO; Malone is marked INDEPENDENT .
- Attendance and engagement:
- 2024 meetings: Board 7; executive sessions of independent Directors 4; Committee meetings: Audit 10, Compensation 5, HSE 4, Nominating & Corporate Governance 6 .
- All Directors attended ≥94% of meetings in 2024 (except Mr. Carroll, who retired prior to the 2024 Annual Meeting) .
- All Directors attended the 2024 Annual Meeting .
- Lead Independent Director responsibilities include: liaison between independent Directors and Chairman; shareholder engagement; approving Board agendas and information; presiding over executive sessions; authorizing outside advisors; leading annual CEO evaluation; scheduling independent Director meetings; participating in director recruitment .
- Shareholder engagement: Fall 2024 outreach offered to holders of ~52% of shares; eight shareholders (~46% of shares) and Glass Lewis met in video conferences with Malone and senior management; ISS declined engagement due to no overriding questions .
- Say-on-pay: Approximately 97% approval at 2024 Annual Meeting .
Fixed Compensation
- Directors’ fee schedule:
- Annual retainer (non‑management): $130,000; Lead Independent Director retainer: $40,000 (increased in 2024 from $35,000); Committee chair retainers: Audit $25,000; Compensation $20,000; HSE $20,000; Nominating & Corporate Governance $20,000 .
| 2024 Director Compensation (Malone) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 168,159 |
| Stock Awards (RSUs, grant-date fair value) | 182,882 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings | – |
| All Other Compensation | 18,375 |
| Total | 369,416 |
| All Other Compensation Detail (Malone) | Amount ($) |
|---|---|
| HALPAC matching contributions | 5,000 |
| Dividends or dividend equivalents on restricted shares/RSUs | 13,375 |
- Deferred compensation participation lists for 2024 do not include Malone (fees or RSUs) .
Performance Compensation
- Structure: Non‑management Directors receive annual RSU grants with target value ~$185,000; awards made in December; actual RSU count determined by dividing $185,000 by the average closing price in November; restrictions lapse entirely on the first anniversary of the grant date; directors may defer RSUs; unvested RSUs are forfeited upon early separation unless the Board accelerates .
| Director Equity (Malone) | Detail |
|---|---|
| Annual RSU grant fair value (2024) | $182,882 |
| Outstanding RSUs at 12/31/2024 | 6,092 |
| Vesting schedule | Restrictions lapse on first anniversary of grant date |
| Deferred RSUs election (2024) | Not listed as deferring RSUs |
- Director Clawback Policy: Supplemental recoupment policy allowing recoupment of incentive-based compensation for specified misconduct; no recoupment in 2024 .
Other Directorships & Interlocks
| Company | Relationship to HAL | Notes |
|---|---|---|
| Peabody Energy | Customer/supplier relationships not disclosed | Board reports no related-person transactions involving Directors requiring disclosure; related persons transactions policy governs any such matters |
| Teledyne Technologies | Potential industry adjacency; supplier/customer not disclosed | No Malone-specific related party transactions disclosed |
Related Persons Transactions Policy requires Audit Committee approval and considers third‑party comparability, benefits to the Company, extent of interest, and alternatives; Board determined specified relationships (e.g., HCSC/Blue Cross with Mr. Smith) were not material; no similar disclosures regarding Malone .
Expertise & Qualifications
- Energy industry and technology/engineering expertise; led BP America and BP Shipping; deep operations and HSE experience; international business perspective .
- Accounting/finance, strategic planning, and M&A acumen; capital allocation insights .
- Legal/regulatory/public policy and crisis management expertise from BP leadership .
- Human resources/compensation knowledge from executive and board roles .
Equity Ownership
| Beneficial Ownership (as of 3/10/2025) | Shares | Percent of Class |
|---|---|---|
| Robert A. Malone – sole voting and investment power | 81,404 | <1% |
| Director Holdings Breakdown (12/31/2024) | Count |
|---|---|
| Restricted Shares | 14,843 |
| Outstanding RSUs | 6,092 |
| Deferred RSUs | – |
| Stock Equivalent Units (SEUs) | – |
- Stock ownership requirements: Non‑management Directors must own ≥ the greater of 5× base retainer at election or $500,000; each non‑management Director meets or is on track within five years .
- Anti‑hedging and pledging policy in place; Corporate Governance Guidelines and policies publicly available .
Governance Assessment
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Strengths:
- Long‑tenured independent Director with deep energy and HSE experience; effective Lead Independent Director since 2018 with robust responsibilities that reinforce board independence and oversight .
- Active shareholder engagement; direct participation in off‑season outreach; high say‑on‑pay support (~97%), indicating investor confidence in governance and pay alignment .
- High attendance across Board and committees in 2024 (≥94%); regular executive sessions of independent Directors .
- Clear director ownership requirements and significant personal holdings; time‑vested RSU program aligns Directors with shareholders; supplemental clawback policy and anti‑hedging/pledging policy further strengthen alignment .
- Compensation Committee uses independent consultant (Pearl Meyer); consultant concluded plans do not present material risk; defined comparator and performance peer frameworks for executive pay .
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Potential risks/considerations:
- External chairmanship at Peabody Energy and directorship at Teledyne Technologies present interlocks across energy/mining and industrial tech; however, proxy discloses no related‑party transactions involving Malone and a formal related-persons policy governs such matters .
- Combined CEO/Chair structure mitigated by strong Lead Independent Director charter and responsibilities; continued annual evaluation of leadership structure advisable .
Overall, Malone’s governance profile and engagement support board effectiveness and investor confidence, with strong alignment mechanisms and oversight processes in place .