CLB 2019 Proxy Statement

23 • We improved our ranking/score/standing on several key sustainability indexes and have been awarded inclusion in additional sustainability related indices in 2018. This reflects our emphasis on producing long-term profitable growth in a sustainable and responsible manner. Compensation Actions During 2018-2019, our executive compensation decisions included: • Increasing base salaries of the NEOs for 2019 to reflect market trends and, in the case of the President and Chief Operating Officer ("COO") and the new Chief Financial Officer, increased responsibilities; • Approving annual cash incentive compensation for 2018 performance at 70.0% of the maximum for each NEO; however, the decision whether the earned 2018 cash incentive bonuses would be paid is at the discretion of the Chairman of the Supervisory Board, who has decided that 2018 cash incentive bonuses will not be paid to the NEOs; and • Continuing to grant NEOs equity exclusively in the form of performance share awards for 2018 and 2019. 2018 "Say-on-Pay" / Shareholder Engagement Each year, we carefully consider the results of our shareholder say-on-pay vote from the preceding year. We also consider the feedback we receive from our major shareholders, which we solicit in various ways to include face to face meetings during the year. At the 2018 annual meeting, almost 94% of the votes cast supported our executive compensation program. We believe that this strong level of shareholder support reinforces the Committee's view that our compensation program remains aligned with the best interests of our shareholders. Best Compensation Governance Practices & Policies Our executive compensation program is grounded in the following policies and practices, which promote sound compensation governance, enhance our pay-for-performance philosophy and further align our executives' interests with those of our stakeholders: WHATWE DO WHAT WE DO NOT DO Significant emphasis on performance-based, "at-risk" compensation No non-performance-based incentive awards Incentive awards that are based on both absolute and relative performance results No hedging transactions by executive officers or directors Equity award grants subject to three-year performance periods to promote retention No significant perquisites Retain independent compensation consultant No "single trigger" change in control cash severance benefits Share ownership guidelines (for executives and directors) Core Lab stock may not be margined by executive officers or directors What Guides Our Executive Compensation Program Compensation Philosophy and Objectives Our executive compensation program is designed to create a strong financial incentive for our NEOs to maximize ROIC, as well as other financial and operational metrics, which we believe leads to long-term sustainable growth in stakeholder value. Our compensation philosophy is driven by the following guiding principles and objectives: