Vanitha Narayanan
SLB LIMITED/NVAbout Vanitha Narayanan
Independent director at SLB since 2021; Chair of the Nominating & Governance Committee and member of the Compensation Committee. Former Chairman and Managing Director of IBM India with three decades at IBM leading digital businesses across the US, APAC, and India. Holds an MBA from the University of Houston; recognized as the first woman chairperson of AMCHAM India. Core credentials span digital transformation and AI strategy, governance leadership, and Asia market expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM India (subsidiary of IBM) | Chairman | 2017–2018 | Led one of IBM’s fastest-growing markets |
| IBM India | Managing Director | 2013–2016 | Senior executive oversight of India operations |
| IBM (Telecom client) | Managing Director, Strategic 5G Partnership | 2018–2020 | Led strategic 5G partnership execution |
External Roles
| Organization | Role | Start Date | Committees/Impact |
|---|---|---|---|
| ReNew Energy Global | Director | Aug 2020 | Chairs Remuneration; member Audit & Finance |
| HCL Technologies | Director | Jul 2021 | Chairs Nomination & Remuneration |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Compensation .
- Independence: Independent; only the CEO and Miguel Galuccio are non-independent due to ordinary-course transactions with Vista .
- Attendance: Board/committee average attendance 99% (2023) and 98% (2024); no director under 75% .
- Overboarding: SLB limits directors to ≤3 other listed company boards (≤1 if serving as a public-company CEO); no nominee serves on >2; her two outside public boards are within policy .
- Nominating & Governance oversight includes board refreshment and succession, related-person transactions, ethics/compliance, and sustainability program effectiveness (including climate risk) .
- Shareholder engagement: Committee chairs (including N&G and Compensation) participate in outreach; routine engagement on governance and compensation .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Chair Fees ($) | Total Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | — | — | — | 137,500 | 189,228 | 326,728 |
| 2024 | — | — | — | 145,000 | 188,688 | 333,688 |
Notes:
- Standard director pay components: $115,000 annual cash retainer; $10,000 per committee membership; $20,000 if chair (in lieu of membership); Independent Board Chair gets an additional $100,000 cash and higher equity grant value .
- Director equity grants are annual time-based common stock awards (no performance conditions) .
Performance Compensation
Directors do not receive performance-based pay. Equity grants are time-based annual stock awards:
| Grant Year | Grant Date | Shares Granted (per non-employee director) | Notes |
|---|---|---|---|
| 2023 | May 1, 2023 | 3,850 shares | Chair allocations differ; Narayanan received standard non-chair grant |
| 2024 | May 1, 2024 | 4,001 shares | Chair allocations differ; Narayanan received standard non-chair grant |
Other Directorships & Interlocks
| Entity | Relationship to SLB | Transaction/Conflict Disclosure |
|---|---|---|
| ReNew Energy Global | External board seat | No SLB related-person transactions disclosed; ordinary-course thresholds reviewed annually; none cited for Narayanan |
| HCL Technologies | External board seat | No SLB related-person transactions disclosed for Narayanan |
Expertise & Qualifications
- Digital innovation and AI strategy leadership; led global technology businesses and telecom 5G initiatives .
- Governance leadership (Chair, N&G) with oversight of sustainability, ethics, board refreshment, and related-party reviews .
- Asia/India market expertise and international business experience .
- Education: MBA, University of Houston; first woman chairperson of AMCHAM India .
Equity Ownership
| As of | Shares Beneficially Owned | % of Class | Pledge/Hedge Status |
|---|---|---|---|
| Jan 31, 2024 | 7,545 | <1% | No pledging; directors prohibited from hedging/pledging |
| Jan 31, 2025 | 11,546 | <1% | No pledging; directors prohibited from hedging/pledging |
- Director stock ownership guideline: minimum holdings equal to 5x annual cash retainer within 5 years of joining the Board . Narayanan joined in 2021 and is within the five-year compliance window .
Compensation Committee Analysis
- Membership: Sheets (Chair), Moræus Hanssen, Narayanan, Spiesshofer (2024); all independent; no interlocks .
- Independent consultant: Pay Governance; Committee assessed independence and found no conflicts .
- Program design: 75% PSUs (FCF margin, ROCE, TSR) and 25% RSUs; strong pay-for-performance alignment .
- Say-on-pay approval: ~97% support in 2023; over 97% in 2024 .
Governance Assessment
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Strengths
- Independent director with deep digital/AI and Asia market expertise — valuable for SLB’s Digital and New Energy strategy .
- Chairs N&G Committee overseeing board refreshment, sustainability/climate oversight, ethics/compliance, and related-party reviews; strong governance role .
- High board attendance environment (99% in 2023; 98% in 2024); no director below 75% .
- Robust director compensation structure aligned with equity ownership; stock ownership guideline encourages alignment; anti-hedging/pledging policy .
- No related-person transactions disclosed for Narayanan; no Section 16(a) delinquencies noted for her in 2024 .
-
Watch items
- External board roles (ReNew, HCL) are within SLB’s overboarding limits; continue monitoring for any ordinary-course commercial ties that could evolve into related-party transactions (currently none disclosed) .
- Director equity grants are time-based; no performance metrics — typical for directors but reduces direct pay-for-performance link relative to executives .
Overall, Narayanan exhibits strong governance credentials, independence, committee leadership, and technology expertise aligned with SLB’s strategic priorities, with no disclosed conflicts or red flags impacting investor confidence .