Khaled Al Mogharbel
SLB LIMITED/NVAbout Khaled Al Mogharbel
Executive Vice President, Geographies at SLB (stepped down effective May 1, 2025; now Advisor to the CEO through May 1, 2028). He joined Schlumberger in 1993, rising through roles including President, Drilling Group; President, Eastern Hemisphere; EVP, Operations; and regional leadership across the Middle East (Saudi Arabia, Kuwait, Bahrain) . Education: B.S. Mechanical Engineering, UC Berkeley; reported master’s in Petroleum Engineering from Heriot-Watt (third-party profile) . Pay-for-performance linkages: STI tied to adjusted EBITDA, free cash flow, ESG metrics; LTI 75% PSUs split across ROCE (relative), FCF margin (absolute), TSR (relative); company delivered 2023 revenue +18% and adjusted EBITDA +25%, then 2024 revenue +10% and adjusted EBITDA +12%, with robust FCF generation supporting shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SLB | EVP, Geographies | Jul 2020 – May 2025 | Global operating accountability; aligned execution to returns focus and cash generation . |
| SLB | EVP, Operations | Apr 2019 – Jun 2020 | Enterprise operations leadership; efficiency and margin expansion focus . |
| SLB | President, Eastern Hemisphere | May 2017 – Jan 2019 | Regional growth across international/offshore exposure; customer engagement . |
| SLB | President, Drilling Group | Jul 2013 – Apr 2017 | Technology and operations leadership; cycle navigation in drilling markets . |
| SLB | President, Middle East; VP & MD for Saudi Arabia, Kuwait, Bahrain | ~2011 – 2013 and prior | Regional leadership; expansion in key producing geographies . |
| SLB | Advisor to CEO | May 2025 – May 2028 | Transition role; continuity of strategic counsel post-EVP tenure . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Society of Petroleum Engineers (SPE) | Member | 1993 – present | Professional affiliation; networking and technical engagement . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 900,000 | 900,000 | 900,000 |
| Target STI (% of Salary) | 100% | 100% | 100% |
| Actual STI Paid ($) | 731,250 | 1,357,650 | 758,880 |
| All Other Compensation ($) | 169,951 | 118,275 | 237,565 |
| Total Compensation ($) | 5,301,194 | 5,992,760 | 5,596,378 |
| Stock Awards (Grant-Date Fair Value, $) | 3,499,993 | 3,500,022 | 3,699,933 |
Performance Compensation
2024 Short-Term Incentive (STI) – Paid vs Targets
| Component | Weight | Target/Payout Basis | Payout Result (% of component) |
|---|---|---|---|
| Adjusted EBITDA | 35% | Targets min $8.80B; target $9.20B; max $9.80B | 84% (2024 actual $9.07B) |
| Free Cash Flow | 35% | Targets min $3.40B; target $4.05B; max $4.60B | 95% (2024 actual $3.99B) |
| Quantitative ESG (emissions intensity, gender balance) | 10% | Scope 1&2 intensity reduction targets; women in salaried population | 66% weighted result (11% intensity reduction; 25% women) |
| Personal Objectives | 20% | Strategic execution metrics | 75% (Al Mogharbel’s personal objectives component) |
| Total STI Paid as % of Target | — | — | 84% |
Long-Term Incentive (LTI) Design and Outcomes
| Element | Weight | Performance Window | Vesting | Outcome/Payout |
|---|---|---|---|---|
| ROCE PSUs (relative) | 25% | 3-year avg vs peer group | Jan cycle following period | 2022–2024 awards paid at 230% (prelim) |
| FCF Margin PSUs (absolute) | 25% | 3-year cumulative FCF margin; min 9%, target 10% | Jan cycle following period | 2022–2024 awards paid at 85% (9.7% cumulative) |
| TSR PSUs (relative) | 25% | 3-year percentile vs 4 direct comps + S&P Global 1200 Energy | Jan cycle following period | 2022–2024 awards paid at 42% |
| Time-based RSUs | 25% | 3-year cliff | Jan cycle (3rd anniv.) | 100% vested per schedule |
2024 Grants (detail)
| Award Type | Grant Date | Target (#) | Threshold/Max (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| FCF Margin PSUs | 1/17/2024 | 20,647 | 0 / 51,618 | 924,986 |
| ROCE PSUs | 1/17/2024 | 20,647 | 0 / 51,618 | 924,986 |
| TSR PSUs | 1/17/2024 | 18,766 | 0 / 37,532 | 924,976 |
| RSUs (3-year cliff) | 1/17/2024 | 20,647 | — | 924,986 |
Equity Ownership & Alignment
Beneficial Ownership and Options
| As of Date | Shares Beneficially Owned | Ownership % of Outstanding | Options (Exercisable) |
|---|---|---|---|
| Jan 31, 2024 | 542,220 | <1% | 185,000 |
| Jan 31, 2025 | 298,626 | <1% | 114,000 |
- Shares pledged as collateral: none (proxy notes “None of the shares are subject to any pledge”) .
- Anti-hedging/anti-pledging policy applies to executives and directors .
Outstanding Equity and Vesting Schedules (12/31/2024)
| Category | Unvested Units (#) | Market/Payout Value ($) | Vesting Date/Notes |
|---|---|---|---|
| 2022 PSUs (at target) | 70,643 | 2,708,453 (at $38.34) | Vested Jan 2025 (payouts: FCF 85%; ROCE 230%; TSR 42%) |
| 2022 RSUs | 24,414 | 936,033 | Vested Jan 19, 2025 |
| 2023 PSUs (at target) | 45,576 | 1,747,384 | Performance window 1/1/2023–12/31/2025; vest Jan 2026 |
| 2023 RSUs | 15,780 | 605,005 | Vests Jan 18, 2026 |
| 2024 PSUs (at target) | 60,060 | 2,302,700 | Performance window 1/1/2024–12/31/2026; vest Jan 2027 |
| 2024 RSUs | 20,647 | 791,606 | Vests Jan 17, 2027 |
| Stock Options (2016 grant) | 114,000 | $0 intrinsic (underwater at $38.34) | Strike $61.920; expiry 1/21/2026 |
| Stock Options (2015 grant) | 71,000 | $0 intrinsic (underwater) | Strike $77.795; expiry 1/15/2025 |
Ownership Guidelines and Compliance
- Executives must hold: CEO 6x salary; EVPs 3x; other executives 2x; retention of 50% net shares until in compliance (100% if not compliant by 5 years). All NEOs were compliant as of Jan 31, 2025 .
Employment Terms
- No NEO employment, severance or change-in-control agreements; executives serve at the will of the Board .
- Corporate transaction treatment: Board discretion to substitute, accelerate, or cash out awards; no automatic acceleration in current agreements .
- Clawback policy adopted in 2023 covering performance-based equity and cash incentives for executives .
- Securities policy: anti-hedging and anti-pledging; margin accounts prohibited .
- Officer Departure Guidelines: discretionary framework for outgoing officers—continued vesting of previously granted LTI during an agreed term, prorated STI, benefits; non-compete, non-solicit, non-disparagement covenants; no new LTI during term .
- Executive transition: Al Mogharbel stepped down as EVP, Geographies effective May 1, 2025 and entered an advisory agreement to serve as Advisor to the CEO until May 1, 2028 (agreement terms govern compensation and vesting; refer to Form 8-K) .
Compensation Structure Analysis
- Cash vs equity mix: equity increased modestly in 2024 (LTI target for EVPs up 5.7% to $3.7M); base held flat at $900k; target STI unchanged at 100%—implying emphasis on long-term equity alignment .
- Shift from options to RSUs/PSUs: SLB ceased option grants to executives in 2017; outstanding options are underwater and expiring—reducing optionality and shifting incentives to PSUs/RSUs .
- Performance metric rigor: 2024 STI and LTI targets remained challenging—EBITDA target +15% YoY over 2023 target; FCF target set above strong prior-year actuals; LTI combines absolute FCF margin (≥9% min) and relative ROCE and TSR .
- Payout moderation: 2024 STI paid at 84% of target due to near-target EBITDA/FCF and ESG outcomes; LTI for 2022–2024 paid at a blended ~114% driven by ROCE strength offset by weak relative TSR .
Equity Ownership & Alignment (Skin-in-the-Game)
- Beneficial ownership: 298,626 shares as of Jan 31, 2025; options 114,000 (underwater), plus significant unvested PSUs/RSUs scheduled through 2027—creating future alignment and potential vesting-related liquidity windows .
- Ownership guidelines: EVP 3x salary requirement; compliance confirmed; mandatory retention of net shares until thresholds met .
- Pledging/hedging: prohibited; no pledges reported .
- Options in-the-money value: $0 at 12/31/2024 (stock $38.34 vs strikes ≥ $61.920), reducing near-term exercise-related selling risk .
Performance & Track Record
| Company Performance Benchmarks | 2023 | 2024 |
|---|---|---|
| Revenue ($B) | 33.14 (+18% YoY) | 36.29 (+10% YoY) |
| Adjusted EBITDA ($B) | 8.11 (+25% YoY) | 9.07 (+12% YoY) |
| Free Cash Flow ($B) | 4.04 (+185% YoY) | 3.99 |
| Returns to Shareholders ($B) | 2.00 | 3.27 |
- Strategic initiatives: Pursuit of ChampionX acquisition to strengthen production & recovery capabilities and resilience against cycles .
- Governance & shareholder feedback: Say-on-pay supported by >97% votes in 2024; program aligns pay with performance across financial and ESG objectives .
Risk Indicators & Red Flags
- Relative TSR underperformance in the 2022–2024 LTI cycle (42% payout) signals market-relative lag despite strong ROCE/FCF—important for TSR-linked PSU outcomes .
- Transition risk: Stepping down from EVP role in May 2025 raises succession and continuity considerations; advisory role mitigates but equity treatment depends on the agreement .
- Options repricing: none; SLB prohibits repricing/exchanging options without shareholder approval; options underwater reduce optionality but not a red flag given policy .
Compensation Peer Group & Policy
- Target positioning: Compensation committee targets total compensation for NEOs between 50th–75th percentile across core and general industry peer groups; annual reviews by Pay Governance .
- Stock ownership and holding: Strict multiples and holding requirements; all NEOs compliant; strong anti-hedging/pledging controls .
Say‑on‑Pay & Shareholder Feedback
- Historical support: 97% approval at 2024 AGM; program responsive to shareholder input (added TSR PSUs; ESG metrics) .
Expertise & Qualifications
- Technical and regional leadership across drilling and multi-continent operations; UC Berkeley engineering foundation; long-tenured SLB operator and executive since 1993 .
Work History & Career Trajectory
| Company | Role | Tenure |
|---|---|---|
| SLB | Advisor to CEO | May 2025 – May 2028 |
| SLB | EVP, Geographies | Jul 2020 – May 2025 |
| SLB | EVP, Operations | Apr 2019 – Jun 2020 |
| SLB | President, Eastern Hemisphere | May 2017 – Jan 2019 |
| SLB | President, Drilling Group | Jul 2013 – Apr 2017 |
| SLB | President, Middle East; VP/MD Saudi Arabia/Kuwait/Bahrain | ~2011–2013; prior |
Fixed Compensation (detail by element)
| Element | Policy/2024 Decision |
|---|---|
| Base Salary | Held flat at $900,000 for 2024 . |
| Target STI | 100% of base salary; maximum 200% of target . |
| STI Metrics | 70% financial (even split adjusted EBITDA, FCF); 10% ESG; 20% personal objectives . |
| LTI Mix | 75% PSUs (ROCE, FCF margin, TSR); 25% 3-year RSUs; EVP LTI target increased to $3.7M (+5.7%) in 2024 . |
Performance Compensation (metric table)
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (2024 STI) | 35% | $9.20B | $9.07B | 84% | Cash (Feb 2025) |
| Free Cash Flow (2024 STI) | 35% | $4.05B | $3.99B | 95% | Cash (Feb 2025) |
| ESG: Scope 1&2 intensity (2024 STI) | 10% | 14% reduction | 11% reduction | 82% ESG component, 66% overall ESG weighted | |
| Gender balance (2024 STI) | included in ESG | 25.2% women | 25% women | 50% ESG subcomponent | |
| ROCE PSUs (2022–2024) | 25% | Relative outperformance; 2026 ROCE >15% kicker | SLB ROCE +347 bps vs comps (through Q3’24) | 230% (prelim) | Shares (Jan 2025) |
| FCF Margin PSUs (2022–2024) | 25% | Cumulative ≥10% | 9.7% | 85% | Shares (Jan 2025) |
| TSR PSUs (2022–2024) | 25% | ≥60th percentile | 33rd percentile | 42% | Shares (Jan 2025) |
| RSUs | 25% | Time-based | — | 100% at vest | Shares on 3rd anniversary |
Related Party Transactions
None disclosed regarding Al Mogharbel; general related person transaction policy overseen by Nominating & Governance Committee .
Risk Indicators
- No hedging/pledging; strong clawback; ownership compliance—low governance risk .
- TSR underperformance in the PSU cycle—watch estimate sensitivity to peer TSR and index inclusion .
- Executive transition to advisor role—monitor equity treatment and potential changes in award vesting cadence .
Investment Implications
- Alignment: High proportion of at-risk pay with rigorous ROCE/FCF targets supports long-term value creation; TSR underperformance tempers PSU outcomes—improves discipline but highlights market-relative risk .
- Selling pressure: Options are underwater (zero intrinsic); vesting schedule shows meaningful PSU/RSU deliveries Jan 2026 and Jan 2027—potential post-vesting liquidity windows to monitor (subject to insider trading windows and retention obligations) .
- Retention/transition: Advisory agreement through 2028 mitigates immediate execution risk; absence of guaranteed severance/change‑in‑control terms reduces shareholder-unfriendly payouts; equity acceleration is discretionary by Board in corporate transactions .
- Shareholder support and governance: >97% say‑on‑pay approval and robust ownership/clawback policies indicate disciplined pay practices and governance—supportive of valuation resilience .