(CLB)

Role: Chairman and CEO, Director
Signature: /s/ Mark Tattoli, Attorney-in-Fact
Stock symbol: CLB
Transactions as of: Feb 15, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/15/2024, 04:12 PM
Previous filing: Jan 3, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CLB	Performance Shares	Award	$0	+234K		$0.00	234K	Feb 15, 2024	Common Stock	234K	$0.00	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This award vests at the end of a three-year performance period that began on January 1, 2024 and ends on December 31, 2026 (the "Performance Period"). This award survives termination of employment due to death, disability, termination by the Company without cause or retirement by the employee upon having reached 62 years of age. In all cases, the shares will vest, if at all, at the end of the Performance Period as follows: 50% of the award will vest if the Company is in the top 35th percentile of Return on Invested Capital (ROIC) among the Bloomberg Peer Group (BPG), 100% of the award will vest if the Company is in the top 55th percentile of ROIC of the BPG, and 175% of the award will vest if the Company is in the top 85th percentile of ROIC of the BPG, as measured and determined by the Compensation Committee at the end of the Performance Period.
F2	The number of common shares vesting pursuant to the award will be interpolated on a straight-line basis between the 35th and 55th percentile (equivalent to 50% up to 100% of the award) and again between the 55th and 85th percentile (equivalent to 100% up to 175% of the award). The number of common shares that could vest over 100% of the award up to the maximum of 175% of the award, if any, will be reduced by one-half if absolute total shareholder return for the Performance Period is negative, as measured and determined by the Compensation Committee at the end of the Performance Period.

Content

This award vests at the end of a three-year performance period that began on January 1, 2024 and ends on December 31, 2026 (the "Performance Period"). This award survives termination of employment due to death, disability, termination by the Company without cause or retirement by the employee upon having reached 62 years of age. In all cases, the shares will vest, if at all, at the end of the Performance Period as follows: 50% of the award will vest if the Company is in the top 35th percentile of Return on Invested Capital (ROIC) among the Bloomberg Peer Group (BPG), 100% of the award will vest if the Company is in the top 55th percentile of ROIC of the BPG, and 175% of the award will vest if the Company is in the top 85th percentile of ROIC of the BPG, as measured and determined by the Compensation Committee at the end of the Performance Period.

The number of common shares vesting pursuant to the award will be interpolated on a straight-line basis between the 35th and 55th percentile (equivalent to 50% up to 100% of the award) and again between the 55th and 85th percentile (equivalent to 100% up to 175% of the award). The number of common shares that could vest over 100% of the award up to the maximum of 175% of the award, if any, will be reduced by one-half if absolute total shareholder return for the Performance Period is negative, as measured and determined by the Compensation Committee at the end of the Performance Period.