Dianne Ralston
SLB LIMITED/NVAbout Dianne Ralston
Dianne B. Ralston, 58, serves as SLB’s Chief Legal Officer (since December 2020) and Secretary (since April 2021). Previously she was Executive Vice President, Chief Legal Officer, and Secretary at TechnipFMC plc (January 2017–September 2020) . During 2024, SLB delivered revenue of $36.29 billion (+10% YoY), adjusted EBITDA of $9.07 billion (+12% YoY), and free cash flow of $3.99 billion, with PSU results reflecting strong ROCE (230% of target prelim), near-target FCF margin (85%), and below-target relative TSR (42%) . SLB’s 2024 say‑on‑pay received over 97% approval, indicating shareholder support for pay-for-performance design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TechnipFMC plc | EVP, Chief Legal Officer & Secretary | Jan 2017 – Sep 2020 | Led legal and governance for a global oilfield services company |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $750,022 | $750,022 | $825,000 (10% increase approved in Jan 2024) |
| Target STI (% of Base) | 100% | 100% | 100% |
| Actual STI Paid ($) | $581,250 | $1,137,750 | $695,640 (84% of target) |
| Stock Awards ($) | $3,199,948 | $3,199,909 | $3,199,958 |
| All Other Compensation ($) | $94,160 | $78,435 | $167,739 |
| Total Compensation ($) | $4,986,408 | $5,436,845 | $5,244,435 |
Perquisites detail for 2024: Restoration Savings Plan credits $113,243, SLB 401(k) contributions $32,500, financial planning services $13,800, club membership $8,197 .
Performance Compensation
2024 Short‑Term Incentive (STI) Results
| Component | Weight | Target/Goal | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 35% | Min $8.80B; Target $9.20B; Max $9.80B | $9.07B | 84% of target |
| Free Cash Flow | 35% | Min $3.40B; Target $4.05B; Max $4.60B | $3.99B | 95% of target |
| Scope 1 & 2 Emissions Intensity Reduction | 10% | Min 6%; Max 14% reduction vs. 2023 | 11% reduction | 82% of target |
| Gender Balance (Women in global salaried workforce) | 10% | Min 25.0%; Max 25.2% | 25.0% | 50% of target |
| Personal Strategic Objectives (Ralston) | 20% | Role‑specific goals | Various (legal/compliance/governance) | 75% of payout opportunity |
| Total STI Paid (as % of target, Ralston) | — | — | — | 84% |
2024 Long‑Term Incentive (LTI) Grants (Granted Jan 17, 2024; 3‑year performance/vesting)
| Award Type | Target Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| FCF Margin PSUs (Absolute, 2024–2026) | 17,857 | $799,994 | Earn 0–250% based on 3‑year cumulative FCF margin; pays Jan 2027 |
| ROCE PSUs (Relative vs peers, 2024–2026) | 17,857 | $799,994 | Earn 0–250% based on relative ROCE; pays Jan 2027 |
| TSR PSUs (Relative, incl. S&P Global 1200 Energy, 2024–2026) | 16,230 | $799,977 | Earn 0–200% based on percentile rank; pays Jan 2027 |
| Time‑Based RSUs | 17,857 | $799,994 | Cliff vest Jan 17, 2027 |
Payouts under prior LTI cycles:
- 2022–2024 PSUs (vested Jan 2025): FCF margin earned at 85% (3‑yr cumulative 9.7%); ROCE prelim 230% (final after audited peers); TSR 42% .
- 2021–2023 PSUs (approved Jan 2024): FCF margin 100%; ROCE 250%; TSR 59% .
Equity Ownership & Alignment
Beneficial Ownership
| Date (Shares Outstanding) | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jan 31, 2025 (1,359,855,277) | 235,024 | <1% | Includes options/RSUs/PSUs vesting within 60 days; none pledged |
| Jul 31, 2025 (1,493,639,207) | 241,928 | <1% | None pledged |
- Stock ownership guidelines: Executive officers (non‑EVP) must hold ≥2× base salary; mandatory retention of 50% of net shares until guideline met; all NEOs in compliance as of Jan 31, 2025 .
- Anti‑hedging/pledging: Prohibited for executives and directors .
Outstanding Awards and Vesting Schedule (as of Dec 31, 2024)
| Vesting Year | Award Type | Target/Units |
|---|---|---|
| Jan 2025 | PSUs (2022 grant) actually vested | 68,420 shares |
| Jan 2025 | RSUs (2022 grant) | 22,321 |
| Jan 2026 | PSUs (2023 grant, target) | 41,668 |
| Jan 2026 | RSUs (2023 grant) | 14,427 |
| Jan 2027 | PSUs (2024 grant, target) | 51,944 |
| Jan 2027 | RSUs (2024 grant) | 17,857 |
Options: SLB ended executive option grants in 2017; remaining options were underwater as of Dec 31, 2024; none disclosed for Ralston in 2024 .
Employment Terms
- No employment, severance or change‑in‑control agreements for NEOs; service at will of the Board .
- Officer departure guidelines: provide prorated STI, continued vesting of outstanding LTI during a defined agreement term, and non‑compete/non‑solicit/non‑disparagement covenants; no new LTI awards during term .
- Clawback policy (adopted 2023): recovery of performance‑based equity and cash incentives under specified circumstances (policy filed as Exhibit 97 to 2024 10‑K) .
- No automatic acceleration of equity awards upon change in control; no excise tax gross‑ups; no option repricing without shareholder approval .
- Articles provide broad indemnification for officers, including defined “Change of Control” circumstances .
Investment Implications
- Pay‑for‑performance linkage is robust: 75% of LTI in PSUs tied to cash generation (FCF margin), capital efficiency (ROCE), and relative TSR; STI metrics anchored to adjusted EBITDA and free cash flow plus quant ESG goals—alignment supports long‑term value creation .
- Ownership alignment and risk controls: meaningful stock ownership requirements, mandatory share retention, and blanket anti‑hedging/pledging reduce misalignment risk and potential selling pressure beyond scheduled vesting events .
- Near‑term vesting over 2026–2027 is sizeable (2023/2024 PSUs/RSUs), which can create mechanical supply from tax‑related sales but is performance‑contingent for PSUs—monitor Form 4s around vesting dates for trading signals .
- Governance shield: no CIC acceleration or gross‑ups and active clawback policy reduce tail‑risk and mitigate shareholder‑unfriendly outcomes; high say‑on‑pay support (97%) signals investor confidence in incentive design .