8-KLeadership Changes

SLB LIMITED/NV 8-K Report, Executive Changes (Feb 23, 2022)

Filed February 23, 2022For Securities:SLB

Summary

SLB Limited/NV (SLB) has filed an 8-K report detailing significant changes in its executive team and associated compensation arrangements. Specifically, the company announces the stepping down of Mr. Belani and Ms. Gharbi from their principal officer roles. To ensure a smooth transition and retain valuable expertise, both executives have entered into new agreements with SLB. Mr. Belani will serve as Senior Strategic Advisor to the CEO through March 31, 2024, focusing on technology and innovation projects. His compensation includes his current base salary for two years, continued participation in health and welfare plans, pension and profit-sharing benefits, and a prorated 2022 cash incentive award. Ms. Gharbi has also agreed to restrictive covenants and will receive continued accrual of pension and profit-sharing benefits based on her 2022 salary for three years, alongside a prorated 2022 cash incentive award. Both agreements include strict non-competition, non-solicitation, confidentiality, and non-disparagement clauses, with provisions for compensation cessation and clawbacks upon breach.

Key Highlights

  • 1Mr. Belani steps down from his principal officer role and will transition to Senior Strategic Advisor to the CEO until March 31, 2024.
  • 2Ms. Gharbi has also entered into an agreement following her departure from her principal officer role.
  • 3Both Mr. Belani and Ms. Gharbi have agreed to significant restrictive covenants, including three-year non-competition and non-solicitation undertakings.
  • 4Mr. Belani will receive his current base salary for two years, continued benefits, and a prorated 2022 cash incentive award.
  • 5Ms. Gharbi will receive continued accrual of pension and profit-sharing benefits for three years and a prorated 2022 cash incentive award.
  • 6Outstanding long-term equity incentives for Mr. Belani will continue to vest as per original terms, given his retirement eligibility.
  • 7The agreements include provisions for stopping payments and cancelling equity awards if restrictive covenants are breached.

Frequently Asked Questions

The 8-K filing indicates that Mr. Belani has made a decision to step down from his principal officer role. Ms. Gharbi has also entered into an agreement following her departure from her principal officer role. The specific reasons for their departures are not detailed in this filing, which focuses on the terms of their new arrangements.

Mr. Belani will receive his current base salary for two years, continued participation in health and welfare plans, ongoing pension and profit-sharing benefits accrual, and a prorated 2022 cash incentive award. Ms. Gharbi will receive continued accrual of pension and profit-sharing benefits based on her 2022 base salary for three years, and a prorated 2022 cash incentive award. Both will also have their existing long-term equity incentives continue to vest under specified conditions.

Both Mr. Belani and Ms. Gharbi have agreed to three-year non-competition and non-solicitation undertakings. They have also agreed to confidentiality and non-disparagement undertakings. These agreements are crucial for SLB to protect its business interests following their departures from principal officer roles.

If either Mr. Belani or Ms. Gharbi breaches the terms of their respective agreements, SLB has the right to immediately stop all cash payments that would otherwise be due, cancel all outstanding equity awards, and demand repayment of any consideration previously paid or vested under the agreement.