HALLIBURTON COMPANY
BOARD OF DIRECTORSCOMPENSATION COMMITTEE CHARTER
I.

Role

The role of the Compensation Committee is to oversee the compensation policies andpractices of Halliburton Company on behalf of its Board of Directors. It is the Committee’s
responsibility to review, monitor, approve, and recommend, as applicable, compensation
policies, plans and actions, and make appropriate reports to the Board of Directors. The primary
purpose of the Committee is to ensure that the Company’s compensation program is effective inattracting, retaining, and motivating key employees, reinforces business strategies and objectives
consistent with the Company’s goals, is administered in a fair and equitable manner consistent
with established policies and guidelines, and is compliant with regulatory requirements.
II.

Committee Organization and Operations

Member Appointments, Qualifications, and Removals. The Committee shall consist
entirely of independent Directors, and will consist of a minimum of three members. In addition,
each Committee member must qualify as a “Non-employee Director” for purposes of Rule 16b-3
under the Securities Exchange Act of 1934 and as an “outside director” for purposes of Section
162(m) of the Internal Revenue Code. Committee members shall be appointed by the full Boardof Directors for a one-year term beginning immediately following the Annual Meeting ofStockholders each year. A Chairperson shall be designated by the Board from among themembers appointed. Committee members shall be chosen based on their competence and ability
to add substance to the deliberations of the Committee. No member of the Committee shall have
any relationship to the Company that could materially interfere with the exercise of suchmember’s independence from management and the Company in connection with his or her duties
as a member of the Committee, and the Board must consider all factors specifically relevant todetermining whether such a relationship exists, including 1) the source of any compensation of
the potential member, including any consulting, advisory, or other compensatory fee paid by theCompany to the potential member, and 2) whether the potential member is affiliated with theCompany, a subsidiary of the Company, or an affiliate of a subsidiary of the Company. At thediscretion of the Board, any member may be removed during the one-year term for any reason,including loss of member independence or other requisite status. The composition of theCommittee shall be reviewed annually to ensure that each of its members meets the criteria set
forth in the Company’s Corporate Governance Guidelines and applicable Securities andExchange Commission, New York Stock Exchange, and Internal Revenue Service rules andregulations.
Committee members shall devote sufficient attention to their duties to enable them tofully understand the environment in which the Company’s compensation program operates aswell as to understand and apply principles of competitive compensation practice.

Committee Reports. The Chair of the Committee will report regularly to the full Boardof Directors on the Committee’s activities and decisions including, but not limited to, the resultsof the Committee’s self-evaluation and any recommended changes to the Committee’s Charter.
Meeting Structure. The Committee shall meet a minimum of three times per year. The
Secretary of the Company shall be the Secretary of the Committee unless the Committee
designates otherwise. In the absence of the Chair during any Committee meeting, the Committee
may designate a Chair pro tempore. The Committee shall act only on the affirmative vote of amajority of the members at a meeting or by unanimous written consent.
Subcommittees. The Committee may establish subcommittees consisting of one or moremembers to carry out such duties as the Committee may assign. Such subcommittees must
establish and publish a separate Charter.
III.

Responsibilities

The Committee shall be generally responsible for the Company’s overall compensation
philosophy and objectives, and specifically responsible for reviewing, approving, and monitoring
compensation strategies, plan design, guidelines, and practices as they relate to seniormanagement.
The Committee shall be responsible for 1) specifically reviewing and approving
compensation for specified officers as provided in Halliburton Company Policy 3-90020 (or any
successor policy), and 2) generally reviewing and monitoring compensation for other employees.
The scope of the Committee’s authority includes, among other things, the following
responsibilities:
1.

Developing and approving an overall executive compensation philosophy, strategy,
and framework consistent with corporate objectives and stockholder interests.

2.

Reviewing and discussing with management compensation-related disclosure andproducing an annual report on executive compensation as required by the SEC forinclusion in the Company’s proxy statement, in accordance with applicable rules andregulations.

3.

In independent session, reviewing the evaluation of the Chief Executive Officer’s(CEO’s) performance by the non-management Directors and then, based upon such
evaluation, making a recommendation to the non-management Directors regarding
the CEO’s compensation for the next year.

4.

Specifically reviewing and approving all actions relating to compensation,promotion, and employment-related arrangements (including severancearrangements) for specified officers of the Company, its subsidiaries, and affiliates,
including reviewing and taking appropriate action, if any, required under Halliburton
Company Policies 3-90020 (relating to adjustments to equity awards, adjustments toperformance pay plan measures and targets, and prohibition of discretionarypayments), 3-90030 (relating to stock ownership requirements), 3-90040 (relating to2

recoupment of incentive compensation), and 3-90050 (relating to the termination ofcertain officers).
5.

Establishing annual performance criteria and reward schedules under the Company’s
Annual Performance Pay Plan (or any other similar or successor plans) andcertifying the performance level achieved and reward payments at the end of eachplan year.

6.

Establishing performance criteria and award schedules under the Company’s
Performance Unit Program (or any other similar or successor plans) and certifying
the performance level achieved and award payments at the end of each performancecycle.

7.

Instructing the Committee’s applicable independent compensation consultant toreview the merits of requiring performance-vesting features for any equity awards
granted pursuant to the Company’s long-term incentive plans and considering ingood faith the recommendations made by the compensation consultant.

8.

Approving any other incentive or bonus plans applicable to specified officers of theCompany, its subsidiaries, and affiliates.

9.

Approving awards under the Company’s Stock and Incentive Plan and Supplemental
Executive Retirement Plan (or any similar or successor plans) to specified officers ofthe Company, its subsidiaries, and affiliates.

10. Selecting an appropriate peer group or peer groups against which the Company’s
total executive compensation program is measured.
11. Reviewing and approving or recommending to the Board of Directors, asappropriate, major changes to, and taking administrative actions associated with, anyother forms of non-salary compensation under its purview.
12. Reviewing and approving the stock allocation budget among all employee groups of
the Company, its subsidiaries, and affiliates.
13. Monitoring and reviewing periodically overall compensation program design andpractice to assess risk and to ensure continued competitiveness, appropriateness, andalignment with established philosophies, strategies, and guidelines.
14. Reviewing and approving appointments to the Administrative Committee which
oversees the day-to-day administration of certain non-qualified executive
compensation plans.
15. Retaining persons having special competence (including compensation consultants,legal counsel, and other experts and advisors) as necessary to assist the Committee infulfilling its responsibilities and maintaining the sole authority to retain andterminate these persons, including the authority to approve fees and other retention
terms.
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16. Performing such other duties and functions as the Board of Directors may from time
to time delegate.
IV.

Committee Evaluation and Charter Review

The Committee will annually complete an evaluation of its performance andeffectiveness and will annually review the Committee’s Charter. On an annual basis, the Chairof the Committee will report to the Board of Directors whether the Committee has performed allitems required to be performed by the Committee’s charter and, to the extent that the Committee
has not been able to perform any such item, the Chair will inform the Board of Directors why theCommittee did not do so.
V.

Resources and Authority of the Committee

The Committee has the authority to retain, set terms of engagement of, oversee, anddismiss such outside advisors, including compensation consultants, legal counsel, and otherexperts, as it deems appropriate in its sole discretion, and to approve the fees and expenses ofsuch advisors at the Company’s expense. The Committee may select or receive advice from acompensation consultant, legal counsel, or other advisor only after taking into account thefollowing six factors, as well as any other factors required by applicable law or the rules orregulations of the Securities and Exchange Commission or the New York Stock Exchange:
1.

The provision of other services to the Company by the person that employs thecompensation consultant, legal counsel, or other advisor;

2.

The amount of fees received from the Company by the person that employs thecompensation consultant, legal counsel, or other advisor, as a percentage of the total
revenue of the person that employs the compensation consultant, legal counsel, orother advisor;

3.

The policies and procedures of the person that employs the compensation consultant,legal counsel, or other advisor that are designed to prevent conflicts of interest;4.

Any business or personal relationship of the compensation consultant, legal counsel,
or other advisor with a member of the Committee;

5.

Any stock of the Company owned by the compensation consultant, legal counsel, orother advisor; and6.

Any business or personal relationship of the compensation consultant, legal counsel,
other advisor, or the person employing the advisor with an executive officer of theCompany.

Nothing in the Committee’s Charter is intended to preclude or impair the protection
provided in Section 141(e) of the Delaware General Corporation Law for good faith reliance bymembers of the Committee on reports or other information provided by others.
4Approved as revised: Board of Directors ofHalliburton Company
February 13, 2019
Supersedes previous version effective:
December 7, 20175