Form 4: Core Labs Grants Performance Shares to SVP Tattoli

Core Laboratories Inc. awarded 33,490 performance shares to SVP Mark Damian Tattoli, vesting based on ROIC targets over a three-year period.

Summary

• Mark Damian Tattoli, SVP, General Counsel & Secretary of Core Laboratories Inc. (CLB), was granted 33,490 performance shares.
• The award was made on February 12, 2026, with a deemed execution date of February 12, 2026.
• These performance shares have a three-year performance period, commencing on January 1, 2026, and concluding on December 31, 2028.
• Vesting is contingent upon Core Laboratories Inc.'s Return on Invested Capital (ROIC) performance relative to a Bloomberg Peer Group (BPG).
• 50% of the award vests if the company is in the top 35th percentile of ROIC among the BPG.
• 100% of the award vests if the company is in the top 55th percentile of ROIC among the BPG.
• 175% of the award vests if the company is at or above the 85th percentile of ROIC among the BPG.
• Vesting percentages are interpolated on a straight-line basis between these percentile targets.
• Any shares vesting above 100% (up to the maximum of 175%) will be reduced by one-half if the absolute total shareholder return (TSR) for the performance period is negative.
• The award survives termination of employment due to death, disability, termination by the Company without cause, or retirement by the employee at 62 years of age, with shares vesting on December 31, 2028, if performance conditions are met.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development, as it aligns executive incentives directly with key performance indicators like ROIC and Total Shareholder Return, promoting long-term value creation and operational excellence.

Positives

• The performance share award aligns executive compensation directly with key financial metrics, Return on Invested Capital (ROIC) and Total Shareholder Return (TSR), promoting long-term shareholder value.
• The vesting structure provides clear, measurable targets based on industry peer performance, incentivizing strong operational and financial management.
• The award's survival clauses for certain termination events provide a degree of security for the executive, potentially aiding retention.

Negatives

• The award has no immediate cash value and is entirely conditional on future company performance, introducing uncertainty for the recipient.
• The maximum payout is subject to a reduction if absolute total shareholder return is negative, even if ROIC targets are met, adding a layer of risk to the executive's potential compensation.

Risks

• Failure to achieve specified ROIC percentile targets against the Bloomberg Peer Group could result in partial or no vesting of the performance shares.
• Negative absolute total shareholder return during the performance period could reduce the number of shares vesting above 100% of the target award.
• The Compensation Committee's determination of ROIC and TSR at the end of the performance period introduces a subjective element, though based on defined metrics.

Future Outlook

The company's future performance, particularly its Return on Invested Capital (ROIC) relative to its peer group and its absolute Total Shareholder Return (TSR), will directly impact the executive's compensation from this award. Management is incentivized to drive strong financial results and shareholder value through December 31, 2028.

Management Comments

• The award vests following the conclusion of a three-year performance period that began on January 1, 2026, and ends on December 31, 2028.
• Vesting is tied to the company's Return on Invested Capital (ROIC) percentile among the Bloomberg Peer Group, with 50% vesting at the 35th percentile, 100% at the 55th percentile, and 175% at or above the 85th percentile.
• The number of common shares vesting will be interpolated between these ROIC percentiles.
• Shares vesting over 100% of the award will be reduced by one-half if absolute total shareholder return for the Performance Period is negative.

Industry Context

StockSavvy.ai notes that performance share awards tied to metrics like ROIC and TSR are common in the energy services industry to align executive incentives with long-term shareholder value creation and operational efficiency. This type of compensation structure is designed to motivate management to achieve superior financial performance relative to competitors.

Comparison to Industry Standards

• StockSavvy.ai observes that linking executive compensation to ROIC and TSR is a standard practice among peers in the oilfield services sector, such as Schlumberger (SLB) or Halliburton (HAL), which often use similar performance metrics to incentivize management.
• The specific percentile targets (35th, 55th, 85th) provide clear benchmarks against a Bloomberg Peer Group, a common method for relative performance evaluation in executive compensation plans across various industries.

Corporate Governance

Stakeholder Impact

• Shareholders: Potentially positive impact as executive compensation is directly tied to metrics designed to enhance shareholder value (ROIC, TSR).
• Employees (specifically the SVP): Direct financial incentive to achieve strong company performance over the next three years.

Next Steps

• The Compensation Committee will measure and determine the company's Return on Invested Capital (ROIC) and Total Shareholder Return (TSR) at the end of the performance period on December 31, 2028, to finalize the vesting of the performance shares.

Key Dates

Keywords

Core Laboratories, CLB, SEC Form 4, Performance Shares, Executive Compensation, ROIC, Return on Invested Capital, Stock Award, Insider Transaction, Corporate Governance