Stephane Biguet

About Stephane Biguet

Stephane Biguet is Executive Vice President and Chief Financial Officer of SLB, a role he has held since January 2020. He joined SLB in 1995 in corporate internal audit and progressed through global finance and operations roles across Europe, Latin America, and North America, including M&A director, regional and group controller positions, treasurer, and vice president of finance. He holds a master’s degree in accounting and finance and a postgraduate degree in accounting and management from Université Paris-Dauphine; his age is listed as 56 and he has been a senior executive since 2020 . Compensation metrics tie strongly to SLB performance: 2023 STI paid 151% of target on adjusted EBITDA, free cash flow, non-financial, and personal objectives; 2021 PSUs paid 100% of FCF margin, 250% of ROCE (prelim), and 59% of TSR target shares; all options were underwater as of 12/31/2023–2024 .

Past Roles

External Roles

No public company directorships disclosed in SLB’s proxy or leadership materials for Mr. Biguet .

Fixed Compensation

Performance Compensation

Annual STI Design and Outcomes (FY 2023)

Long-Term Incentives (structure, metrics, and grants)

• Structure: PSUs in three tranches (FCF Margin, ROCE, TSR) with 3-year performance; RSUs with 3-year time-based vesting. PSUs and RSUs do not accrue dividends prior to vesting .
• Metric calibrations and vesting results (2021 PSU cohort, measured/approved January 2024): FCF Margin achieved 100% of target; ROCE earned at 250% of target (prelim 80% issued pending peers’ audited full-year results); TSR earned at 59% of target .
• Recent grants to CFO (at target shares):
  • 2022 grants: 70,643 PSUs (FCF Margin/ROCE/TSR) and 24,414 RSUs; PSUs vested January 2025 at 74,836 combined shares; RSUs vested January 19, 2025 .
  • 2023 grants: 45,576 PSUs (FCF Margin/ROCE/TSR) and 15,780 RSUs; scheduled to vest January 2026 (PSUs) and January 18, 2026 (RSUs) .
  • 2024 grants: 60,060 PSUs (FCF Margin/ROCE/TSR) and 20,647 RSUs; scheduled to vest January 2027 (PSUs) and January 17, 2027 (RSUs) .

Realized LTI

Multi-Year Compensation Summary (Summary Compensation Table Items)

Equity Ownership & Alignment

Beneficial Ownership (shares and option exposure)

• Anti-hedging/anti-pledging: Executives are prohibited from hedging and pledging; no shares subject to pledge; all NEOs in compliance with ownership guidelines as of Jan 31, 2025 .
• Stock ownership guidelines: EVPs must own a minimum of 3x base salary, with mandatory retention of 50% of net shares acquired until compliance; five-year window to comply .
• Vested vs unvested (as of 12/31/2024):
  • Unvested PSUs: 70,643 (2022 cohort), 45,576 (2023), 60,060 (2024) .
  • Unvested RSUs: 24,414 (2022), 15,780 (2023), 20,647 (2024) .
  • Options: 18,000 (2015; $77.795 strike; exp 1/15/2025), 28,000 (2016; $61.920; exp 1/21/2026) — all options were underwater at 12/31/2024 closing price $38.34 .

10b5-1 Trading Plan

• Entered November 17, 2022 to sell 75,000 shares over 12 months beginning March 20, 2023 and to exercise and sell up to 53,000 options, indicating planned liquidity and potential selling pressure .

Employment Terms

• No individual employment, severance, or change-in-control agreements; executives serve at the will of the Board .
• Officer Departure Guidelines: For eligible departures, SLB may keep outgoing officers employed at reduced cash levels, pay prorated STI, continue medical/insurance, and allow continued vesting in previously granted LTI awards, in exchange for non-competition, non-solicitation, and non-disparagement covenants (illustrated via agreement terms with outgoing EVP; non-compete of three years in that case) .

Change-of-Control Economics and Corporate Transaction Mechanics

• Under omnibus plans, in a Corporate Transaction the Board may substitute/assume awards, accelerate vesting, or cancel for cash fair value; there is no definitive special treatment in current agreements .
• Value of unvested RSUs and PSUs (at target) that would become vested upon a Corporate Transaction (assuming Board elects acceleration) for CFO: $9,091,181; intrinsic value of unvested options $0 at $38.34 closing price on Dec 31, 2024 .
• Restoration Savings Plan (nonqualified deferred compensation) provides accelerated payment of vested balances within 30 days upon change in control; CFO balance $2,925,467 as of Dec 31, 2024 .

Clawback and Governance Policies

• Clawback policy adopted in 2023 for recovery of performance-based equity and cash compensation under specified restatement circumstances; policy filed as Exhibit 97 to SLB’s Annual Reports .

Nonqualified Deferred Compensation (FY 2024 detail)

Pension Benefits (Present Value of Accumulated Benefits)

Eligibility and rules: For pension rights since 2010, benefits equal 3.5% of admissible compensation; normal retirement at/after age 60; early retirement at/after age 55 with reduced pension; Mr. Biguet is eligible for normal retirement with no reduction for rights accrued since 2010 and for early retirement under prior plan structures .

Performance & Track Record

• Strategic personal objectives (2021) achieved or mostly achieved across functional efficiency, sustainability, new energy, and investor relations; personal objectives payout 96% for CFO .
• 2023 STI result 151% of target, reflecting strong EBITDA/FCF outperformance; Committee applied 5% discretionary downward adjustment due to factors not contemplated in forecast .
• 2021 PSU outcomes approved January 2024: FCF Margin 100% of target; ROCE 250% of target (prelim 80% issued pending peers); TSR 59% of target .
• Options remained underwater as of 12/31/2023 and 12/31/2024, indicating limited option exercise incentive at those dates .

Say-on-Pay & Shareholder Feedback

• Advisory approval of executive compensation: 97% (2023 AGM), 95% (2022 AGM), 95% (2021 AGM); management engaged shareholders representing ~29% of outstanding shares in 2023 on compensation program .

Equity Compensation Plan Information (context)

• As of 12/31/2023, weighted average option exercise price $72.33; shares remaining for issuance 32,190,471 under approved plans; options assumed from Cameron not held by NEOs .

Investment Implications

• Strong pay-for-performance alignment: STI and PSU frameworks emphasize EBITDA, FCF margin, and ROCE with demonstrated above-target payouts (2023 STI 151%; 2021 ROCE PSUs 250% prelim; FCF PSUs 100%), supporting linkage to operating excellence and capital discipline .
• Retention risk appears contained by governance and LTI horizon: No individual employment/CIC agreements, but officer departure guidelines provide continued LTI vesting; unvested PSU/RSU grants extend through 2027, creating multi-year retention hooks .
• Insider selling pressure manageable and transparent: A 10b5-1 plan authorized selling 75,000 shares and option exercises beginning March 2023; combined with ownership guidelines (3x salary, mandatory 50% retention), net selling should be limited and policy-compliant .
• Alignment safeguards: Anti-hedging/anti-pledging policies and mandatory retention underpin alignment; none of Biguet’s shares are pledged; all NEOs in compliance with ownership guidelines as of Jan 31, 2025 .
• Change-of-control exposure: Board discretion on acceleration; CFO’s unvested equity valued at ~$9.1M at target as of 12/31/2024 in a hypothetical acceleration; Restoration Savings Plan would accelerate ~$2.93M — relevant for transaction-driven compensation outcomes .
• Options likely less relevant to near-term behavior: All NEO options were underwater at year-end 2023–2024, reducing option-exercise driven selling incentives until price recovery .