CLB 2019 Proxy Statement

24 Guiding Principle Objective Pay for Performance Drive performance relative to our financial goals which are designed to achieve shareholder returns and long-term value for our owners Competitiveness Provide compensation at levels that will attract, motivate, and retain highly-qualified executives who are focused on the long-term best interests of our shareholders Stakeholder Alignment Reinforce a culture of ownership and long-term commitment to sustainable shareholder value creation through alignment of Corporate, Environmental and Social Governance The Core Elements of Compensation The core elements of executive compensation are summarized in the table below: Element Form What It Does How It Links to Performance Base Salary Cash (Fixed) Provides a competitive rate relative to similar positions in the oilfield services industry and other service- based industries, and enables the Company to attract and retain critical executive talent Based on job scope, level of responsibilities, experience, tenure and market levels Annual Cash Incentive Plan Cash (Variable) Focuses executives on achieving annual financial and operational goals that drive long-term stockholder value Payouts: 0% to 220% of target, based on results against pre- established, relative and absolute goals Financial Metrics: Growth in Revenue, Operating Margin and Earnings Per Share (EPS) Non-Financial Metrics: Combined Safety and Environmental, Social and Governance (ESG) Long-Term Incentive Plan (LTIP) Equity (Variable) Provides incentives for executives to execute on longer-term financial/ strategic growth goals that drive value creation and support the Company's retention strategy Awards vest based on performance achievements relative to Comp Group for the performance period (see page 26) Financial Metric: Return on Invested Capital (ROIC) Pay Mix The charts below show the target compensation of our Chief Executive Officer ("CEO") and our other NEOs for fiscal 2018. These charts illustrate that a majority of NEO compensation is performance-based and variable (86% for our CEO and an average of 80% for our other NEOs). We view each compensation element as a different means of encouraging and promoting performance. These elements are designed to work in tandem, not against each other. The weighting of these compensation components is consistent with the market and puts a material, significant portion of the executives' total direct compensation "at risk" if Company performance declines.