Jeff Sheets
SLB LIMITED/NVAbout Jeff Sheets
Independent director of SLB since 2019; former EVP & CFO of ConocoPhillips (2010–2016) with 36+ years across finance, engineering, and strategic planning at Conoco/ConocoPhillips. He holds an MBA (University of Houston) and a B.S. in Chemical Engineering (Missouri University of Science & Technology). As of the 2023 proxy, his age was disclosed as 65. He serves as Chair of SLB’s Compensation Committee and as a member of the Audit Committee; the Board identifies him as an “audit committee financial expert” under SEC rules and as an independent director under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConocoPhillips | EVP & Chief Financial Officer | 2010–2016 | Brought significant finance, capital allocation, and M&A expertise; earlier 36+ years in finance, engineering, strategy roles at Conoco/ConocoPhillips. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chord Energy | Director | Since May 2024 | Chairs Audit & Reserves; member, Nominating & Governance. Former Enerplus director (2017–2024) through merger with Chord. |
| Westlake Corporation | Director | Since 2018 | Chairs Nominating & Governance; member, Audit, Compensation, Corporate Risk. |
| Missouri University of Science & Technology | Board of Trustees | N/A | Trustee. |
Board Governance
- Independence: Board determined he is independent; also meets heightened independence for Audit and Compensation committees.
- Committee assignments (recent years): Compensation (Chair) and Audit (member).
- Financial expertise: Designated audit committee financial expert.
- Attendance and engagement: Average Board/committee attendance was 100% in 2022, 99% in 2023, and 98% in 2024; no director attended fewer than 75% in 2023 or 2024; executive sessions held at each meeting; Board and committees met as shown below.
| Governance Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Avg. attendance (Board + committees) | 100% | 99% | 98% |
| Board meetings (incl. special) | 5 total (4 regular + 1 special) | 4 (all regular) | 8 (incl. 4 special) |
| Audit Committee meetings | 5 | 5 | 6 |
| Compensation Committee meetings | 4 | 4 | 4 |
| Nominating & Governance | 4 | 4 | 4 |
| Finance Committee | 5 | 4 | 4 |
| New Energy & Innovation | 1 | 3 | 3 |
| AGM attendance policy/outcomes | Directors welcome, not required; none attended 2022 AGM | None attended 2023 AGM | None attended 2024 AGM |
| Committee Membership by Year | 2023 | 2024 | 2025 |
|---|---|---|---|
| Compensation | Chair | Chair | Chair |
| Audit | Member | Member | Member |
Fixed Compensation
- Structure (non-employee directors): $115,000 annual cash retainer; $10,000 per committee membership; $20,000 if committee chair (in lieu of membership fee); independent Board Chair receives additional $100,000 cash; annual common stock grant valued ~ $190,000 (or ~$290,000 for Board Chair).
- Jeff Sheets’ reported director compensation:
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash | $145,000 | $145,000 | $145,000 |
| Stock Awards (Grant-date fair value) | $190,505 | $189,228 | $188,688 |
| Total | $335,505 | $334,228 | $333,688 |
Notes: His cash aligns with $115k retainer + $20k Compensation Chair + $10k Audit member.
Performance Compensation
- Directors do not receive performance-conditioned equity; SLB grants time-based shares of common stock with fixed grant-date values.
| Year | Grant Date | Shares Granted to Each Non-Employee Director | Chair Shares | Notes |
|---|---|---|---|---|
| 2022 | May 2, 2022 | 4,871 | 7,434 | Common stock grants; fixed-value structure. |
| 2023 | May 1, 2023 | 3,850 | 6,085 to Chair (Hackett from July 2023); 4,188 to outgoing Chair (Papa) | Fixed-value grants; Chair amounts prorated. |
| 2024 | May 1, 2024 | 4,001 | 6,107 to Chair | Fixed-value grants. |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Chord Energy | Director; Chairs Audit & Reserves; Member N&G | SLB Board determined all nominees (except CEO and one non-independent) are independent; independence determinations included review of transactions with entities associated with directors; ordinary-course relationships remained below thresholds. |
| Westlake Corporation | Director; Chairs N&G; Member Audit/Comp/Risk | Same independence process and determinations. |
SLB governance highlights limit directors to no more than two other listed company boards; Mr. Sheets serves on two (Chord Energy, Westlake), within this limit.
Expertise & Qualifications
- Financial and operational expertise as former CFO of a major energy company; deep experience in corporate strategy, finance, capital allocation, and M&A.
- Audit Committee Financial Expert (SEC definition) and financially literate.
- Education: MBA (University of Houston); B.S. Chemical Engineering (Missouri S&T).
Equity Ownership
| Metric | Jan 31, 2024 | Jan 31, 2025 |
|---|---|---|
| Shares Beneficially Owned | 29,310 | 33,311 |
| Percent of Class | <1% (based on 1,432,742,086 shares) | <1% (based on 1,359,855,277 shares) |
| Pledged Shares | None; SLB policy prohibits hedging/pledging by directors; footnotes state none of the shares are pledged. | |
| Stock Ownership Guidelines | Directors must own 5x cash retainer within 5 years; SLB states all non-employee directors with 5+ years of service are in compliance. |
Insider Trades (Forms 3/4/5)
| Date (Filing) | Form | Description/Context | Source |
|---|---|---|---|
| May 2, 2025 | Form 4 | Director equity acquisition pursuant to plan (annual grant on May 1, 2025). | |
| May 4, 2022 | Form 4 | Director equity acquisition pursuant to SLB 2004 Stock and Deferral Plan for Non-Employee Directors (footnote). |
SLB also provides an investor PDF copy of the May 2, 2025 Form 4.
Compensation Committee Analysis
- Committee membership in 2024 and 2025: Sheets (Chair), Moræus Hanssen, Narayanan, Spiesshofer; none were SLB officers or had related-person transactions requiring disclosure; no compensation interlocks.
- Independent compensation consultant (Pay Governance) advises the committee on director pay; no changes to director pay levels since 2017 (except separation of Chair/CEO in 2019).
- Committee issued Compensation Committee Reports recommending inclusion of CD&A (signed by Sheets as Chair).
Director Compensation (Detail)
| Pay Component (policy) | Amount/Design | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Non-employee directors. |
| Committee membership | $10,000 per committee | In addition to retainer. |
| Committee chair | $20,000 (in lieu of membership fee) | Applies to chair role. |
| Independent Board Chair | +$100,000 cash; ~$290,000 stock grant | Chair-specific. |
| Annual equity grant | ~$190,000 in SLB common stock | Granted annually (e.g., May 1, 2023/2024). |
Related-Party Transactions and Conflicts
- Director independence determinations reviewed transactions since 2021/2020 with entities associated with directors; any such relationships were ordinary course and below de minimis thresholds (less than the greater of $1 million or 1% of the other entity’s revenues), supporting independence conclusions.
- No hedging or pledging of SLB stock by directors permitted; beneficial ownership tables confirm no pledged shares.
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay support nearly 97% of votes cast; Board continues annual say-on-pay frequency to solicit regular feedback.
- Committee notes responsiveness to shareholder engagement and maintains rigorous PSU metrics for executives (FCF margin, ROCE, TSR).
Governance Assessment
- Strengths: Independent director; Compensation Chair with CFO background; designated Audit Committee Financial Expert; consistently high Board/committee attendance; robust stock ownership guidelines with anti-hedging/anti-pledging; no disclosed related-party transactions or interlocks; within external board service limits.
- Watch items: Multiple external board roles (two public boards) increase time demands but are within SLB’s stated limits; continued monitoring of any commercial relationships with external boards (Chord, Westlake) is prudent—SLB’s independence framework and thresholds currently mitigate conflict risk.