UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Core Laboratories N.V.

Payment of Filing Fee (Check all boxes that apply):

CORE LABORATORIES N.V.

Van Heuven Goedhartlaan 7B

1181 LE Amstelveen

The Netherlands

Dear Shareholder:

You are cordially invited to attend our 2022 annual meeting of shareholders of Core Laboratories N.V. (the “Company”), which will be held at the Hotel Sofitel Legend the Grand Amsterdam, Oudezijds Voorburgwal 197, 1012 EX, Amsterdam, the Netherlands, on Thursday, May 19, 2022 at 9:00 a.m. Central European Summer Time (“CEST”) for the following purposes as proposed by the Board of Supervisory Directors:

The election of the Supervisory Board members as described in agenda item no. 1 and the topics covered by agenda item nos. 2 through 8 have largely been presented to and approved by our shareholders at our prior annual meetings. All items are being presented to our shareholders as a result of our being organized under the laws of the Netherlands.

Copies of the Dutch statutory annual accounts, the report of the Management Board and the list of nominees for the Supervisory Board will be available for inspection at our offices in the Netherlands, located at Van Heuven Goedhartlaan 7B, 1181 LE Amstelveen, the Netherlands, Attention: Mr. Jacobus Schouten, by registered shareholders and other persons entitled to attend our shareholder meetings. Such copies will be available for inspection from the date of this notice until the close of our annual meeting. The proxy materials, including the aforementioned copies, will be posted on www.proxydocs.com/clb and on the Company's website, www.corelab.com.

THE IMPACT OF COVID-19

We plan to hold the 2022 Annual Meeting in Amsterdam and plan to have our executives and supervisory directors attend, in person; however, due to the ongoing impacts of the COVID-19 pandemic, that may not be possible and we strongly encourage you to exercise your voting rights through an electronic or written proxy prior to the annual meeting. We continue to actively monitor the impacts of the pandemic and are sensitive to the public health and travel concerns our shareholders may have and the protocols that foreign, federal, state, and local governments may impose. In the event it is not possible or advisable to hold the annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting partially or solely by means of remote communication.

IF YOU PLAN TO ATTEND IN PERSON:

Attendance at the meeting is limited to shareholders as of the close of business Eastern Daylight Time on April 21, 2022 (and others with a statutory meeting right), Company management and Company advisors. Registration will begin at 8:00 a.m. CEST and the meeting will begin at 9:00 a.m. CEST on May 19, 2022. Each shareholder desiring to attend MUST bring proof of share ownership as of the “day of registration” (“dag van registratie”) as referred to in the Dutch Civil Code (which is April 21, 2022, as described further in the proxy statement) with him/her to the meeting along with a valid form of identification. Examples of proof of share ownership include voting instruction statements from a broker or bank. In addition, you should register with the Company beforehand to indicate your plan to attend. Such registration may be made by contacting the Company's Secretary as described in the proxy statement. Failure to comply with these requirements may preclude you from being admitted to the meeting.

It is important that your shares be represented at the annual meeting regardless of whether you plan to attend. In order to be able to vote at the annual meeting, you will have to be a record holder of shares (or otherwise a person with voting rights with respect to shares) at the close of business Eastern Daylight Time on April 21, 2022. Please mark, sign, date and return the accompanying proxy card accordingly, vote online or vote by phone, all as described in further detail in the proxy statement. If you are present at the annual meeting and wish to do so, you may revoke your proxy and vote in person.

Amsterdam, the Netherlands

March ______, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 19, 2022

The Notice of 2022 Annual Meeting of Shareholders and the Proxy Statement for the 2022 Annual Meeting of Shareholders, along with the Company’s Annual Report to Shareholders, is available free of charge at www.proxydocs.com/clb.

TABLE OF CONTENTS

CORE LABORATORIES N.V.

Van Heuven Goedhartlaan 7B

1181 LE Amstelveen

The Netherlands

ABOUT THE 2022 ANNUAL MEETING OF SHAREHOLDERS

WHY HAVE I RECEIVED THESE MATERIALS?

This proxy statement and the accompanying proxy card are first being made available to you on the Internet on March ___, 2022, and written notice has been sent to our shareholders in a manner consistent with applicable law. If you receive notice of the materials and desire to request a physical copy of the materials be sent to you, those materials will be mailed to you upon receipt of your request. These materials are being furnished in connection with the solicitation of proxies by and on behalf of the Board of Supervisory Directors of Core Laboratories N.V. (the “Company”) for use at our 2022 annual meeting of shareholders to be held at the Hotel Sofitel Legend the Grand Amsterdam, Oudezijds Voorburgwal 197, 1012 EX, Amsterdam, the Netherlands, on Thursday, May 19, 2022 at 9:00 a.m. CEST for the purpose of voting on the proposals described in this proxy statement.

WHY DID I RECEIVE A ONE-PAGE NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS?

As permitted by rules adopted by the United States Securities and Exchange Commission, we are making this proxy statement and our Annual Report on Form 10-K (the “Annual Report”) available on the Internet. In order to be able to comply with applicable electronic notification deadlines, we will mail a notice to those who were shareholders as of the close of business Eastern Daylight Time on March 16, 2022, containing instructions on how to access the proxy statement and Annual Report and vote on-line or by phone. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The proxy materials will be posted on www.proxydocs.com/clb and on the Company's website, www.corelab.com. See the Section below on “WHO IS ENTITLED TO VOTE” for the important dates related to voting the shares.

Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

WHAT AM I VOTING ON?

You will be voting on the following matters proposed by the Board of Supervisory Directors, with the exception of item 9, which is a discussion item only:

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WHO IS ENTITLED TO VOTE?

We are sending notice of the 2022 annual meeting to those shareholders who hold common shares at the close of business Eastern Daylight Time on March 16, 2022 in order to be able to comply with applicable electronic notification deadlines. As of March 16, 2022, there were ______ common shares outstanding. Our common shares are the only class of our capital stock outstanding and entitled to notice of and to vote at the annual meeting. Each outstanding common share (issued shares excluding common shares held by the Company) is entitled to one vote.

The March 16, 2022 date only determines who receives the electronic notice and does not determine who has the right to vote at the annual meeting. In order to be able to vote at the annual meeting, you will have to be a record holder of shares (or otherwise a person with voting rights with respect to shares) at the close of business Eastern Daylight Time on April 21, 2022. This latter date is the “day of registration” (“dag van registratie”) as referred to in the Dutch Civil Code and only holders of shares (or other persons with voting rights with respect to shares) on such date are entitled to vote. Under Dutch law, this latter date must occur exactly twenty-eight (28) days before the date of the annual meeting.

HOW DO I VOTE BEFORE THE MEETING?

If you are a registered shareholder, meaning that you hold your shares through an account with our transfer agent, Computershare, as of April 21, 2022, you can vote by mail by completing, signing and returning the accompanying proxy card or you may vote online at www.proxyvote.com or by phone: +1-800-690-6903.

If you hold your shares, as of April 21, 2022, through an account with a bank or broker, you may vote by mail, online or by phone by following the directions that your bank or broker provides.

Given the time of the meeting in the Netherlands, in order for your mailed or on-line vote or vote cast by phone to be counted, it must be received on or before 2:00 p.m. Eastern Daylight Time on Wednesday, May 18, 2022. The official electronic voting results will be those reported by our vote tabulator, Broadridge Financial Solutions, in its final report upon the close of business Eastern Daylight Time on May 18, 2022. Any other proxies that are actually received in hand by our Secretary before the polls close at the conclusion of voting at the meeting will be voted as indicated.

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MAY I VOTE AT THE MEETING?

If you are a registered shareholder as of April 21, 2022, you may vote your shares at the meeting if you attend in person. If you hold your shares as of April 21, 2022 through an account with a bank or broker, you must obtain a legal proxy from the bank or broker in order to vote at the meeting. Even if you plan to attend the meeting, we encourage you to vote your shares by proxy.

IF YOU PLAN TO ATTEND IN PERSON:

Attendance at the meeting is limited to shareholders as of the close of business Eastern Daylight Time on April 21, 2022 (and others with a statutory meeting right), Company management and Company advisors. Registration will begin at 8:00 a.m. CEST and the meeting will begin at 9:00 a.m. CEST on May 19, 2022. Each shareholder desiring to attend MUST bring proof of share ownership as of the “day of registration” (“dag van registratie”) as referred to in the Dutch Civil Code (which is April 21, 2022) with him/her to the meeting along with a valid form of identification. Examples of proof of share ownership include voting instruction statements from a broker or bank. In addition, you should register with the Company beforehand to indicate your plan to attend. Such registration may be made by contacting the Company's Secretary as described further in the proxy statement. Failure to comply with these requirements may preclude you from being admitted to the meeting.

THE IMPACT OF COVID-19

We plan to hold the 2022 Annual Meeting in Amsterdam and plan to have our executives and supervisory directors attend, in person; however, due to the ongoing impacts of the COVID-19 pandemic, that may not be possible and we strongly encourage you to exercise your voting rights through an electronic or written proxy prior to the annual meeting. We continue to actively monitor the impacts of the pandemic and are sensitive to the public health and travel concerns our shareholders may have and the protocols that foreign, federal, state, and local governments may impose. In the event it is not possible or advisable to hold the annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting partially or solely by means of remote communication.

CAN I CHANGE MY MIND AFTER I VOTE?

You may change your vote at any time before the polls close at the conclusion of voting at the meeting. You may revoke your proxy (1) by giving written notice to Mark D. Tattoli, Secretary, in care of Core Laboratories LP, 6316 Windfern Road, Houston, Texas 77040, at any time before the proxy is voted, (2) by submitting a properly signed proxy card with a later date, or (3) by voting in person at the annual meeting.

If you hold your shares through an account with a bank or broker, you may revoke your proxy by following the instructions provided to you by your bank or broker, or by obtaining a legal proxy from your bank or broker and voting in person at the annual meeting.

WHAT IF I RETURN MY PROXY CARD BUT DO NOT PROVIDE VOTING INSTRUCTIONS?

Proxies that are signed and returned but do not contain instructions will be voted “FOR” all proposals and in accordance with the best judgment of the named proxies on any other matters properly brought before the meeting.

WHAT VOTE IS REQUIRED?

Under Dutch law and our Articles of Association, there is no specific quorum requirement for our annual meeting and the affirmative vote of a majority of votes cast is required to approve each of the proposals proposed by the Supervisory Board, except that in relation to agenda item nos. 4 and 7, a two-thirds majority of the votes cast is required to approve these proposals in the event less than 50% of the issued share capital is present or represented at the meeting. Our Articles of Association prohibit

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shareholders from acting by written consent, unless such written consent is unanimous. Dutch law does not allow a written consent at a lesser percentage.

Dutch law and our Articles of Association provide that common shares abstaining from voting will count as shares present at the annual meeting but will not count for the purpose of determining the number of votes cast. Broker non-votes will not count as shares present at the annual meeting or for the purpose of determining the number of votes cast. A “broker non-vote” occurs if you do not provide the record holder of your shares (usually a bank, broker, or other nominee) with voting instructions on a matter and the holder is not permitted to vote on the matter without instructions from you under applicable rules of the New York Stock Exchange (“NYSE”).

WHO WILL BEAR THE EXPENSE OF SOLICITING PROXIES?

We will bear the cost of preparing and mailing proxy materials as well as the cost of soliciting proxies and will reimburse banks, brokerage firms, custodians, nominees and fiduciaries for their expenses in sending proxy materials to the beneficial owners of our common shares. The solicitation of proxies by the Supervisory Board will be conducted by mail and through the Internet. In addition, certain members of the Supervisory Board, as well as our officers and regular employees may solicit proxies in person, by facsimile, by telephone or by other means of electronic communication. We have retained Okapi Partners LLC to assist in the solicitation of proxies for a fee of $9,000 plus out-of-pocket expenses, which fee and expenses will be paid by the Company. In addition to solicitation of proxies, Okapi Partners LLC may provide advisory services as requested pertaining to the solicitation of proxies.

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OWNERSHIP OF SECURITIES

The table below sets forth certain information, as of March 16, 2022, with respect to the common shares beneficially owned by:

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We have two main incentive plans, our 2020 Long-Term Incentive Plan (“LTIP”), and our 2014 Non-employee Director Stock Incentive Plan (“2014 Director Plan”), both of which have been approved by our shareholders. The following table shows the balance of shares in each plan that remain available for future issuance and the number of shares that have been awarded, but not yet vested, under each of the equity compensation plans as of December 31, 2021.

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The following performance graph compares the performance of our common shares to the Standard & Poor's 500 Index and the Philadelphia Oil Service Index (“OSX”) for the period beginning December 31, 2016 and ending December 31, 2021. Core Laboratories is an established member of the OSX, which includes a greater concentration of our most direct peers.

The graph assumes that the value of the investment in our common shares and each index was $100 at December 31, 2016 and that all dividends were reinvested. The stockholder return set forth below is not necessarily indicative of future performance. The following graph and related information is “furnished” and shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that Core Laboratories specifically incorporates it by reference into such filing.

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INFORMATION ABOUT OUR SUPERVISORY DIRECTORS AND DIRECTOR COMPENSATION

Set forth below as of March 16, 2022 is the biographical information for our Supervisory Directors who will serve following the annual meeting and their respective committee assignments following the meeting, including individuals who have been nominated for election as Class II Supervisory Directors. You may vote for one, two or all three of the nominees or none of the nominees.

Nominees for Class II Supervisory Directors (Term to Expire 2025)

Martha Z. Carnes

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Michael Straughen

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Katherine Murray

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Continuing Class III Supervisory Directors (Term To Expire 2024)

Lawrence Bruno

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Kwaku Temeng

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Continuing Class I Supervisory Directors (Term to Expire 2023)

Monique van Dijken Eeuwijk

15

Harvey Klingensmith

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The following table sets forth a summary of the compensation we paid to our non-executive Supervisory Directors in 2021. Supervisory Directors who are our full-time employees receive no compensation for serving as Supervisory Directors.

Supervisory Director Compensation

for Year Ended December 31, 2021

Retainer/Fees

Each non-executive Supervisory Director was paid the following amounts during fiscal year 2021:

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Equity-Based Compensation

Effective as of April 1, 2020, we made a grant of restricted shares to the non-executive Supervisory Directors serving in 2020 in the amount of $150,000, divided by the closing price of the Company's stock on March 31, 2020, rounded upwards to the nearest whole share for a total of 14,507 shares each. The restricted shares vested, without performance criteria, at the end of a one-year vesting period that began on April 1, 2020 and ended on April 1, 2021.

Effective as of April 1, 2021, we made a grant of restricted shares to the non-executive Supervisory Directors serving in 2021 in the amount of $150,000, divided by the closing price of the Company's stock on January 21, 2021, rounded upwards to the nearest whole share for a total of 4,307 shares each. The restricted shares will vest, without performance criteria, at the end of a one-year vesting period that began on April 1, 2021 and ends on April 1, 2022.

Outstanding awards granted to the current non-executive Supervisory Directors require the recipient's continued service as a director (other than termination of service due to death or disability) to the time of vesting for the recipient to receive the shares that would otherwise vest. In the event of an award recipient's death or disability prior to the last day of these vesting periods, his or her restricted shares would vest in accordance with the aforementioned vesting schedules. If an award recipient's service with us terminates (other than due to death or disability) prior to the last day of these vesting periods, his or her restricted shares would be immediately forfeited to the extent not then vested. In the event of a change in control (as defined in the 2014 Non-employee Director Stock Incentive Plan (the “2014 Director Plan”)) prior to the last day of the aforementioned vesting periods and while the award recipient is in our service (or in the event of a termination of the award recipient's service upon such change in control), all of the award recipient's restricted shares will vest as of the effective date of such change in control.

Minimum Stock Ownership by Non-Executive Supervisory Directors

The Compensation Committee has established a requirement that non-executive Supervisory Directors must maintain equity ownership of Company stock, determined using the average price of the stock over the immediately preceding five years, in the minimum amount of five times the annual base retainer for the previous year. Non-executive Supervisory Directors will be allowed five years to achieve that minimum equity ownership level. All current Supervisory Directors are in compliance with the Compensation Committee's requirements.

Policy against Insider Trading

The Company has a written policy against insider trading that is applicable to all Supervisory Directors and other persons with access to material, non-public information about the Company. Such policy provides that entering into any derivative transaction which effectively shifts the economic risk of ownership to a third party (e.g., selling the stock short; entering into collars, floors, cap arrangements, or placing the stock on margin) is not allowed at any time.

2022 Non-Executive Supervisory Director Compensation

Each non-executive Supervisory Director serving in 2022 shall receive the same level of cash compensation in 2022 as received by Supervisory Board members in 2021 and described above under “Retainer/Fees” on page 17 of this proxy statement; however, for 2022, the Supervisory Board has approved the elimination of meeting fees in favor of increased annual retainers.  The 10% reduction in base annual retainer pay was restored, effective January 1, 2022.

In addition, effective as of April 1, 2022, we will award each of our non-executive Supervisory Directors serving after the conclusion of the 2022 annual meeting, an amount of restricted shares equal to $150,000 based on the closing price of the Company's stock on January 17, 2022, which was $27.35 rounded upwards to the nearest whole share, which amounts to 5,485 shares.  The restricted shares will vest, without performance criteria, at the end of a one-year vesting period that will begin on April 1, 2022 and will end on April 1, 2023. This award will be subject to an agreement to be signed by each recipient.

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The Company has a two-tier board structure consisting of a Management Board and a Supervisory Board, each of which must consist of at least one member under the Company's Articles of Association. Under Dutch law, the Supervisory Board's duties include supervising and advising the Management Board in performing its management tasks. The Supervisory Board currently consists of seven Supervisory Directors in three classes. The Supervisory Directors are expected to exercise oversight of management with the Company's interests in mind.

The Management Board's sole member is Core Laboratories International B.V. (“CLIBV”). As a Managing Director, CLIBV's duties include overseeing the management of the Company, consulting with the Supervisory Board on important matters and submitting certain important decisions to the Supervisory Board for its prior approval. CLIBV receives no remuneration for serving as the Company's Managing Director.

Mr. Bruno currently serves as the Company's Chief Executive Officer and as Chairman of the Supervisory Board (“Chairman of the Board”). Given the size of the Company, we believe our stakeholders are well served by having Mr. Bruno hold the Chief Executive Officer role along with being Chairman of the Board and that this is the most effective leadership structure for us at the present time. We also note that within our industry, the common practice is for the same person to hold both positions. We believe this structure has served us well for many years.

Ms. Carnes has served as our Lead Director since the 2020 annual meeting. The Lead Director has leadership authority and responsibilities and sets the agenda for, and leads, all executive sessions of the independent directors, providing consolidated feedback, as appropriate, from those meetings to the Chairman of the Board. Ms. Carnes has served on the Supervisory Board since 2016. She is deemed to be independent from the Company (according to applicable regulatory standards, as well as by shareholder advisory services such as ISS and Glass-Lewis).

In its role in the risk oversight of the Company, the Supervisory Board oversees our stakeholders' interest in the long-term health and overall success of the Company and its financial strength, as well as the interests of the other stakeholders of the Company. The Supervisory Board is actively involved in overseeing risk management for the Company, and each of our Supervisory Board committees considers the risks within its areas of responsibilities. The Supervisory Board and each of our Supervisory Board committees regularly discuss with management our major risk exposures, their potential financial impact on us and the steps we take to manage them.

In connection with determining the independence of each Supervisory Director of the Company, the Supervisory Board inquired as to any transactions and relationships between each Supervisory Director and his or her immediate family and the Company and its subsidiaries, and reviewed and discussed the results of such inquiry. The purpose of this review was to determine whether any such relationships or transactions were material and, therefore, inconsistent with a determination that a Supervisory Director is independent, under the standards set forth by the NYSE and, to the extent consistent therewith, the Dutch Corporate Governance Code (the “Dutch Code”). Under the Dutch Code, the Supervisory Board is to be composed of members who are able to act critically and independently of each other and of the Management Board. With regard to Messrs. Barnett, Klingensmith Straughen and Temeng and Mmes. Carnes, Murray and van Dijken Eeuwijk, none have ever held any position with the Company or any of its affiliates apart from service on the Supervisory Board and its committees and all qualify as independent under the NYSE Listed Company Manual section 303A.02.

As a result of this review, after finding no material transactions or relationships among the following Supervisory Directors and the Company, the Supervisory Board affirmatively determined that each of Messrs. Barnett, Klingensmith, Straughen and

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Temeng as well as Mmes. Carnes, Murray and van Dijken Eeuwijk are independent under the applicable standards described above.

The Supervisory Board held four meetings in 2021. All Supervisory Directors participated in 100% of the 2021 Supervisory Board meetings. All Supervisory Directors participated in 100% of the meetings in 2021 of all committees on which he or she serves, except Ms. van Kempen did not participate in one Compensation Committee meeting for personal reasons. Under our Corporate Governance Guidelines, Supervisory Directors are expected to diligently fulfill their fiduciary duties to the Company, including preparing for, attending and participating in meetings of the Supervisory Board and the committees of which the Supervisory Director is a member. In 2021, all Supervisory Directors participated in the 2021 annual general meeting of shareholders, though due to COVID-19, the meeting could not be held with all directors and executives present in the Netherlands and was therefore held by telephone conference. Mr. Temeng, who was a candidate for election to the Supervisory Board at the 2021 annual meeting participated in the conference call. All current board members are expected to attend the 2022 annual meeting, with the exception of Mr. Barnett, who will not stand for re-election to the Supervisory Board and therefore is excused from the meeting.  Additionally, one new board nominee, Ms. Murray, will attend the 2022 annual meeting. The details of how they will attend will depend on COVID-19 travel restrictions at the time of the meeting.

Our non-executive Supervisory Directors meet separately in executive session without any members of management present. The Lead Director is the presiding Supervisory Director at each such session. If any of our non-executive Supervisory Directors were to fail to meet the applicable criteria for independence, then our independent Supervisory Directors would meet separately at least once a year in accordance with the rules of the NYSE.

The Supervisory Board has three standing committees, the identities, memberships and functions of which are described below. Each Supervisory Director who is at the time “independent” and who has never served as a director of any affiliate of the Company may be considered for Committee assignment at any time during their term, as determined by the Supervisory Board. In accordance with the Dutch Code, any Supervisory Director who is at the time “independent”, but who has previously served as a director of any affiliate of the Company, may be considered for Committee assignment, as determined by the Supervisory Board, at the earlier of: (a) five years after they last served as an affiliate director or (b) they are not classified as “non-independent” at the time of their nomination and election.

Audit Committee

The current members of the Audit Committee are Ms. Carnes (Chairman), and Messrs. Klingensmith and Straughen. Ms. Carnes and Mr. Straughen will continue in their respective roles following the conclusion of the 2022 annual meeting of shareholders. Mr. Klingensmith will be replaced by Ms. Murray as a member of the Audit Committee, subject to her election to the Supervisory Board at the conclusion of the 2022 annual meeting. The Audit Committee's principal functions, which are discussed in detail in its charter, include making recommendations concerning the engagement of the independent registered public accountants, reviewing with the independent registered public accountants the plan and results of the engagement, approving professional services provided by the independent registered public accountants and reviewing the adequacy of our internal accounting controls. Each member of the Audit Committee is independent, as defined by Section 10A of the Exchange Act of 1934, as amended (the “Exchange Act”) and by the corporate governance standards set forth by the NYSE and, to the extent consistent therewith, the Dutch Code. Each member of the Audit Committee is financially literate and Ms. Carnes qualifies as an audit committee financial expert under the rules promulgated pursuant to the Exchange Act. The Audit Committee held five meetings in 2021. A copy of the Audit Committee's written charter may be found on the Company's website at http://www.corelab.com/cr/governance. See “Audit Committee Report” below.

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Compensation Committee

The current members of the Compensation Committee are Messrs. Straughen (Chairman), Barnett and Temeng.  Messrs. Straughen and Temeng will continue in their respective roles following the conclusion of the 2022 annual meeting of shareholders. Mr. Barnett is not standing for re-election to the Supervisory Board at the 2022 annual meeting.  He will be replaced by Mr. Klingensmith as a member of the Compensation Committee. The Supervisory Board has determined that each of the members of the Compensation Committee is (i) independent under the NYSE’s rules governing Compensation Committee membership and (ii) a “non-employee director” under Rule 16b-3 of the Exchange Act.

The Compensation Committee's principal functions, which are discussed in detail in its charter, include a general review of our compensation and benefit plans to ensure that they are properly designed to meet corporate objectives. The Compensation Committee reviews and approves the compensation of our Chief Executive Officer and our senior executive officers, granting of awards under our benefit plans and adopting and changing major compensation policies and practices. In addition to establishing the compensation for the Chief Executive Officer, the Compensation Committee reports its recommendations to the Supervisory Board for review and approval of awards made pursuant to our LTIP. Pursuant to its charter, the Compensation Committee has the authority to delegate its responsibilities to other persons. The Compensation Committee held three meetings in 2021.

The Compensation Committee periodically retains a consultant to provide independent advice on executive compensation matters and to perform specific project-related work. The consultant reports directly to the committee, which pre-approves the scope of work and fees charged. The Compensation Committee communicates to the consultant the role that management has in the analysis of executive compensation, such as the verification of executive and Company information as required by the consultant.

The Compensation Committee operates under a written charter. A copy of the Compensation Committee charter may be found on the Company's website at http://www.corelab.com/cr/governance. See “Compensation Committee Report” below.

Nominating, Governance, Sustainability and Corporate Responsibility Committee

The current members of the NGSCR Committee are Ms. van Dijken Eeuwijk (Chairman) and Messrs. Klingensmith and Temeng, each of whom will continue in their respective roles following the conclusion of the 2022 annual meeting of shareholders.

The NGSCR Committee's principal functions, which are discussed in detail in its charter, include recommending candidates to the Supervisory Board for election as Supervisory Directors, recommending candidates to the Supervisory Board for appointment to the Supervisory Board's committees, reviewing succession planning for the Chief Executive Officer and other senior executive management, reviewing the Company’s sustainability strategies and evaluating the Company’s performance and compliance with its sustainability, corporate governance and social responsibility policies, and leading the Supervisory Board in its annual review of the performance of the Supervisory Board, its committees and management. Each member of the NGSCR Committee is independent as defined by the corporate governance standards of the NYSE. The NGSCR Committee held four meetings in 2021.

The NGSCR Committee operates under a written charter. A copy of the NGSCR Committee Charter may be found on the Company's website at http://www.corelab.com/cr/governance.

The NGSCR Committee has the responsibility to make recommendations to the Board of Supervisory Directors of candidates for the Supervisory Board that the NGSCR Committee believes will perform well in that role and maximize shareholder and stakeholder value. In considering suitable candidates for that position, the NGSCR Committee considers, among other factors, the person's reputation, knowledge, experience, integrity, independence, skills, expertise, business and governmental acumen and time commitments. In addition to considering these factors on an individual basis, the NGSCR Committee considers how these factors contribute to the overall variety and mix of attributes of our Supervisory Board as a whole so that the members of our Supervisory Board collectively possess the diverse knowledge and complementary attributes necessary to oversee our business.

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Supervisory Directors should be exemplary representatives of the Company and be able to provide a wide range of management and strategic advice and be someone that the Company can count on to devote the required time and attention needed from members of the Supervisory Board. In the case of current Supervisory Directors being considered for re-nomination, the NGSCR Committee will also take into account the Supervisory Director's tenure as a member of our Supervisory Board; the Supervisory Director's history of attendance at meetings of the Supervisory Board and committees thereof; the Supervisory Director's preparation for and participation in all meetings; and the Supervisory Director's contributions and performance as a member of the Supervisory Board.

Six of the seven members of the Supervisory Board who will serve following the 2022 annual meeting, including Ms. Murray assuming her election to the Supervisory Board, are considered independent under applicable SEC, NYSE and Dutch Code standards. For this year's annual meeting and election, the NGSCR Committee believes the candidates possess the characteristics outlined above and bring to the Supervisory Board valuable skills that enhance the Supervisory Board's ability to manage and guide the strategic affairs of the Company in the best interests of our shareholders and our other stakeholders.

A more complete description of the specific qualifications of each of our Supervisory Board members and of this year's nominees are contained in the biographical information section beginning on page 10 of this proxy statement.

The NGSCR Committee, the Chairman of the Board, the Chief Executive Officer, or a Supervisory Director identifies a need to add a new Supervisory Board member that meets specific criteria or to fill a vacancy on the Supervisory Board. The NGSCR Committee also reviews the candidacy of existing members of the Supervisory Board whose terms are expiring and who may be eligible for reelection to the Supervisory Board. The NGSCR Committee also considers recommendations for nominees for directorships submitted by shareholders as provided below:

Related person transactions have the potential to create actual or perceived conflicts of interest between the Company and its Supervisory Directors and/or named executive officers or any of their respective immediate family members. Under its charter, the Audit Committee is charged with the responsibility of reviewing with management and the independent registered public accountants (together and/or separately, as appropriate) insider and affiliated party transactions and potential conflicts of interest. The Audit Committee has delegated authority to review transactions involving employees, other than our named executive

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officers, to our General Counsel. We identify such transactions by distributing questionnaires annually to each of our Supervisory Directors, officers and employees.

In deciding whether to approve a related person transaction, the following factors may be considered:

To receive approval, the related person transaction must be on terms that are fair and reasonable to the Company, and which are on terms at least as favorable to the Company as would be available from non-related entities in comparable transactions. The Audit Committee requires that there is a Company business interest supporting the transaction and the transaction meets the same Company standards that apply to comparable transactions with unaffiliated entities. The Audit Committee has adopted a written policy that governs the approval of related person transactions.

There were no transactions that occurred during fiscal year 2021 in which, to our knowledge, the Company was or is a party, in which the amount involved exceeded $120,000, and in which any director, director nominee, named executive officer, holder of more than 5% of our common shares or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

During 2021, no named executive officer served as:

Shareholders or other interested parties can contact any Supervisory Director or committee of the Board of Supervisory Directors by directing correspondence to Mark D. Tattoli, Secretary, in care of Core Laboratories LP, 6316 Windfern Road, Houston, Texas 77040. Comments or complaints relating to the Company's accounting, internal accounting controls or auditing matters will be referred to members of the Audit Committee.

Our Internet address is www.corelab.com. Our Corporate Governance Guidelines, Code of Ethics and Corporate Responsibility and the charters of our Supervisory Board committees are available on our website. We will also furnish printed copies of such information free of charge upon written request to our Investor Relations department (investor.relations@corelab.com).

We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the SEC. We also file Annual Accounts and Semi-Annual Accounts with the Dutch regulator, the Autoriteit Financiële Markten (“AFM”).

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These reports are available free of charge through our website as soon as reasonably practicable after they are filed with the respective agency. We may from time to time provide important disclosures to investors by posting them in the investor relations section of our website, as allowed by SEC and/or AFM rules. The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding our Company that we file electronically with the SEC.

The Dutch Corporate Governance Code contains principles of good corporate governance and best practice provisions. The Dutch Code emphasizes the principles of integrity, transparency and accountability as the primary means of achieving good corporate governance. The Dutch Code includes certain principles of good corporate governance, supported by “best practice” provisions. Listed Dutch N.V. companies are required to disclose in their annual report how they intend to incorporate the principles of the Dutch Code or, where relevant, to explain why they do not. The Management and Supervisory Boards regularly monitor the Dutch Code and generally agree with its fundamental principles. As discussed above, the Company complies with U.S. corporate governance rules and, to the extent consistent therewith, the corporate governance principles of the Dutch Code. The Company intends to continue to monitor the developments in corporate governance and shall take such steps as it considers appropriate to further implement the provisions of the Dutch Code. Please see the report of the Management Board, a copy of which will be available for inspection at our offices in the Netherlands, located at Van Heuven Goedhartlaan 7B, 1181 LE, Amstelveen, the

Netherlands and on our Internet site at www.corelab.com for a discussion of our compliance with the Dutch Code.

We have assessed our compensation policies and practices and found that the compensation policies and practices are not reasonably likely to have a material adverse effect on us. Our Compensation Committee and our Supervisory Board are aware of the need to routinely assess our compensation policies and practices and will make a determination as to the necessity of this particular disclosure on an annual basis.

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CORPORATE GOVERNANCE AND RESPONSIBILITY

Core Laboratories maintains a corporate governance page on its website that includes key information about corporate governance initiatives, including Corporate Governance Guidelines, a Code of Ethics and Corporate Responsibility, and committee charters for the Audit, Compensation, and NGSCR Committees of the Supervisory Board. The corporate governance page can be found at http://www.corelab.com/cr/governance.

The actions we are taking regarding corporate responsibility, are posted on our website, and in the form of our Annual Sustainability Reports, under the “Corporate Responsibility” link at http://www.corelab.com/cr/.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation program as it relates to our Named Executive Officers (“NEOs”). This CD&A also summarizes the Compensation Committee's process for making pay decisions, as well as its rationale for specific decisions related to the 2021 performance year. Our NEOs for 2021 are listed below, along with the title that each NEO held during the 2021 year:

During 2021, Ms. Gresham and Mr. Tattoli became executive officers in February and August, respectively.

Industry Conditions and COVID-19

As COVID-19 concerns continued into 2021, we remained vigilant in our efforts to ensure a healthy and safe work environment while delivering to the needs of our clients and stakeholders by maintaining many of the risk mitigation and communication efforts put in place in the previous year.

We have continued to operate as an essential business with timely delivery of products and services to our clients during the COVID-19 pandemic. We have also implemented a continuity plan across our global organization to protect the health of employees while servicing our clients. Business disruptions caused by new or continuing government mandated shut-downs, travel restrictions, quarantine protocols and site closures in various international regions associated with the ongoing global COVID-19 pandemic have halted or restricted operational workflows. The global supply chain challenges have also resulted in certain disruptions to our workflow, however, our operations have managed to minimize the impact for 2021. Currently, we do not anticipate disruptions in our supply chain to have a material adverse impact in 2022. In addition, results during 2021 were impacted by costs associated with disruptions and damage to facilities caused by the North American mid-continent winter storm event in February 2021 and major named storms in the Gulf of Mexico in August and September 2021. Due to recent high inflation that is affecting the U.S. and most other countries globally, we anticipate our cost of services and cost product sales will increase moderately in 2022.

As part of our long-term growth strategy, we continue to expand our market presence by opening or expanding facilities in strategic areas and realizing synergies within our business lines consistent with client demand and market conditions. More recently, we have expanded our laboratory capabilities in Qatar, Saudi Arabia and Brazil. We believe our market presence in strategic areas provides us a unique opportunity to serve our clients who have global operations, whether they are international oil companies, national oil companies, or independent oil companies.

2021 Business Achievements

Over the course of our 26 years as a publicly-traded company, we have posted an annualized compounded shareholder return of 8.8%, according to Bloomberg Financial, compared to 10.4% for the S&P 500, over that same time period. See “Ownership of Securities - Performance Graph” on page 9 of this proxy statement for a graph that compares our five-year cumulative total shareholder return to the S&P 500 Index and the Philadelphia Oil Services Index (“OSX”).

In addition, during 2021, our relative and absolute results are as follows:

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Compensation Actions

Our executive compensation decisions included:

2021 “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 including through face to face meetings during the year. We held our 2021 annual meeting with 90% of shares outstanding represented at the meeting. At that meeting, almost 70% of the votes cast approved our executive compensation program.

While a significant majority of our shareholders expressed approval, the total level of support was less than we are accustomed to receiving. In order to better understand this result, we reached out to shareholders reflecting 67% of shares outstanding, and held meetings with 14 shareholders, reflecting 60% of shares outstanding. Our shareholders expressed strong support for the design and administration of our current program. Based upon the absence of any significant concerns, we believe that our 2021 vote was influenced by a one-time payment to our former Chairman and Chief Executive Officer upon his retirement in 2021. This retirement payment was required under his 2007 employment agreement, and that contract provision has been clearly disclosed each year under “Potential Payments Upon Termination or Change in Control” in our annual proxy filing. No such retirement-related payments are included in the contracts of any of our current NEOs.

Our committee believes that shareholder feedback supports their view that our compensation programs remain aligned with the best interests of our shareholders. The Committee continues to review the design of our programs to ensure that they remain aligned with shareholder interests, with our industry peers, and with compensation governance best practices. As part of that process, as discussed later in this CD&A, in 2022 the Committee approved the adoption of a clawback policy that applies to cash and equity incentive compensation for all of our executive officers.

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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:

Developing, Retaining and Rewarding Our Employees

The success of our organization is built on great people, doing outstanding work in often challenging environments. Core Laboratories recognizes and values this dedication and is committed to providing resources that engage employees, enhance their work experience, and develop them for the future.

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Compensation Philosophy and Objectives

Our executive compensation program is designed to create a strong financial incentive for our NEOs to maximize ROIC and 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:

The Core Elements of Compensation

The core elements of executive compensation are summarized in the table below:

Pay Mix:  Emphasis on Variable Performance-based Compensation

The charts below show the target compensation of our Chief Executive Officer (“CEO”) and our other NEOs for fiscal year 2021. These charts illustrate that a majority of NEO compensation is performance-based and variable (84% for our CEO and an average of 72% 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 or underperforms relative to the Bloomberg Comp Group.

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CEO Realizable Compensation: Aligned with Performance

Our emphasis on at-risk, variable and performance-based pay elements, particularly equity incentives, helps to ensure that the actual compensation realized by our NEOs aligns with returns to our shareholders. As shown in the charts below, CEO realizable pay over the past five years has aligned closely with our total shareholder return performance.

Target compensation includes base salary, target annual incentive opportunity, and the grant-date value of performance share units. Realizable compensation includes base salary, actual annual cash incentive paid, and the value of performance share units determined by whether the awards are still outstanding as of the end of the year or have been settled during that year. Any performance share units settled within the five-year period have been adjusted for actual payout percent. Outstanding performance share unit awards have been valued assuming a target payout with the stock price that is applicable at the end of each year.

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The Role of the Compensation Committee

Our Compensation Committee's principal functions include conducting periodic reviews of the Company’s compensation and benefits programs to ensure that they are properly designed to meet corporate objectives, overseeing of the administration of the cash incentive and equity-based plans and developing the compensation program for the Supervisory Directors.

The Compensation Committee generally focuses on compensation structures designed to reflect the middle range of the market. We believe that maintaining compensation opportunities in the middle range of our peer group supports recruitment and retention while ensuring that realized pay opportunities align appropriately with individual and Company performance. The Compensation Committee targets a market range rather than a specific percentile in order to respond better to changing business conditions, manage salaries and incentives more evenly over an individual's career, and minimize potential for automatic increases in salaries and incentives that could occur with inflexible and narrow competitive targets. The Compensation Committee links a significant portion of each executive's total compensation to accomplishing specific, measurable results based on both company and individual performance intended to create value for shareholders in both the short- and long-term. Only executives with performance exceeding established targets may exceed the market median in total compensation due to incentive compensation.

The Role of Management

Our CEO provides recommendations to the Compensation Committee in its evaluation of our other NEOs, including recommendations of individual cash and equity compensation levels for each of the remaining NEOs.

The Role of the Independent Compensation Consultant

Our Compensation Committee periodically retains a consultant to provide independent advice on executive compensation matters and to perform specific project-related work. During 2021, the Compensation Committee engaged Meridian Compensation Partners (“Meridian”) to provide information on pay levels and program design for 2021. The consultant reported to and acted at the direction of the Compensation Committee. The Compensation Committee assessed the independence of the firm pursuant to applicable SEC and NYSE rules and concluded that the firm’s work for the Compensation Committee did not raise any conflict of interest for 2021.

The Role of Market Compensation Analysis

The Compensation Committee reviews several sources as a reference for determining competitive total compensation packages. For 2021 executive compensation recommendations, the Compensation Committee reviewed and considered Meridian’s evaluation and analysis of compensation survey data from multiple general industry and industry-specific sources.

In addition, the Compensation Committee reviews proxy statement data from the Company’s peer group (see below). This analysis was used to determine our NEOs' base salary, annual incentive targets and long-term equity awards (100% performance-based) for 2021.

Selecting the Peer Group

The Compensation Committee, with the assistance of its independent consultants, developed a peer group of companies to be used for compensation comparison purposes (“Compensation Peer Group”). The Compensation Peer Group consists of publicly traded oilfield services companies comparable in size to our Company in terms of annual revenues and the value of ongoing operations. The following companies comprise our Compensation Peer Group used to evaluate the market for NEO compensation for 2021:

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The Compensation Committee periodically reviews the composition of our Compensation Peer Group to ensure it remains appropriate.

Base Salary

Base salary is the fixed annual compensation we pay to an executive for performing specific job responsibilities. It represents the minimum income an executive may receive in any given year. We target annual base salaries in the middle range of our Compensation Peer Group for executives having similar responsibilities. The Compensation Committee may adjust salaries based on its annual review of the following factors:

As a result of these factors, a particular executive's base salary may be above or below the median of our Compensation Peer Group for a given year. The table below shows base salaries for each of our NEOs for the years ending December 31, 2021 and 2020. The reduced base salary values of 20% from the amounts originally approved by the Compensation Committee are reflected in the table below. NEO salaries were fully reinstated in two installments of 10% in August 2021 and January 2022.

Annual Cash Incentives

All of our NEOs participate in our annual cash incentive plan. Under this plan, each NEO is assigned a target and a maximum bonus expressed as a percentage of his or her base salary. The target bonus percentage and maximum bonus percentage for each NEO in 2021 is set forth in the table below.

The target award opportunity is established as a percentage of the NEO’s salary based upon a review of the competitive data for that officer’s position, level of responsibility and ability to impact our financial success.

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The Compensation Committee has set performance goals that are consistent with the Company’s business strategy and focus on creating long-term shareholder value. Performance is assessed based on the achievement of specific financial measures, safety metrics, operating objectives, and environmental, social and governance goals. The Compensation Committee may also consider individual contributions to performance results.

Relative Performance

Relative performance requires that NEOs achieve at least median performance among the Bloomberg Comp Group. The achievement of three different financial performance metrics accounts for 75% of the potential annual cash incentive award.

Relative performance is assessed at the end of the year. Bloomberg data is analyzed on a trailing four-quarter period for the Bloomberg Comp Group for the period ending with the third quarter of the current year. This data is used to determine the Company’s percentile ranking in the Bloomberg Comp Group for each metric.

For each metric, the NEOs can achieve a maximum score of 25 and a minimum score of 12.5 for a ranking between the 100^th and the 50^th percentile, respectively. For example, if the Company’s ranking for change in revenue compared to the Bloomberg Comp Group’s change in revenue is at the 75^th percentile, then the revenue metric would receive a score of 18.75, equivalent to a weighting of 18.75% for that metric.

Messrs. Bruno and Hill may earn up to 200% of the target opportunity, and Ms. Gresham and Mr. Tattoli may earn up to 173% of the target opportunity, for each metric in return for the Company finishing first (i.e., at the 100^th percentile) in the Bloomberg Comp Group. Performance below the 50^th percentile of the Bloomberg Comp Group on any metric will result in a zero percent payout for that metric. Performance between the 50^th and the 100^th percentile is calculated using straight-line interpolation as shown in the table below.

Absolute Performance

Absolute performance accounts for 25% of the annual incentive award. The Compensation Committee evaluates the Company’s year-over-year improvement in the areas of safety and ESG. The Compensation Committee bases its determination primarily on objective third-party reports and may award up to 25% of the maximum bonus possible depending on the Company’s overall improvement in these areas. If the Compensation Committee determines that the Company’s performance has declined, it may award as little as zero bonus for this metric.

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2021 Results

For 2021, our performance results were as follows:

As shown, relative and actual performance under the plan produced a weighted payout factor equal to 80.12% of the maximum. The table below reflects the actual annual cash incentive award earned by the NEOs and approved by the Compensation Committee.  However, based upon a broader assessment of the Company’s financial performance and considering affordability, the Chairman of the Supervisory Board, acting on authority conferred upon him by the Compensation Committee, elected to pay out a substantially reduced amount to the NEOs in 2021.  

(1) Payment of the cash incentive award will be made in April 2022.

(2) Mr. Tattoli became an executive officer in August 2021. Accordingly, his award was prorated by one-half.