|
DATE AND TIME:
|
| |
VIRTUAL MEETING SITE
|
| |
RECORD DATE
|
|
| Wednesday, March 5, 2025 12:00 p.m., Central time | | |
www.virtualshareholdermeeting.com/HP2025
|
| | You may vote if you were a stockholder of record as of the close of business on January 6, 2025. | |
| | | |
By Order of the Board of
Directors, |
| |
![]() |
|
| | | |
![]() |
| |||
| | | |
William H. Gault
Corporate Secretary |
| |||
|
Tulsa, Oklahoma
January 22, 2025 |
| | | | | | |
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON MARCH 5, 2025 |
|
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The proxy statement and our 2024 Annual Report to Stockholders are available at www.proxyvote.com.
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| | | | |
Table of Contents
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| | | | | | | | | 2 | | | | | | | |
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2025 Proxy Statement
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1
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|
DATE AND TIME:
|
| | |
VIRTUAL MEETING SITE
|
| | |
RECORD DATE
|
|
|
Tuesday, March 5, 2025
12:00 p.m., Central time |
| | |
www.virtualshareholdermeeting.com/HP2025
|
| | | You may vote if you were a stockholder of record as of the close of business on January 6, 2025. | |
|
Proposal
|
| |
Board Voting
Recommendation |
| ||||||||||||
|
1
|
| |
The election of the 10 nominees as Directors:
|
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FOR
each
nominee |
| ||||||
|
•
Delaney Bellinger
•
Belgacem Chariag
•
Kevin G. Cramton
•
Randy A. Foutch
|
| |
•
Hans Helmerich
•
Elizabeth R. Killinger
•
John W. Lindsay
•
José R. Mas
|
| |
•
Donald F. Robillard, Jr.
•
John D. Zeglis
|
| |||||||||
|
2
|
| |
The ratification of the appointment of Ernst & Young LLP as our independent auditors for our fiscal year ending September 30, 2025
|
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FOR
|
| ||||||
|
3
|
| |
The advisory vote to approve the compensation of our named executive officers disclosed in this proxy statement
|
| |
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FOR
|
|
|
![]() |
| |
Our Board of Directors recommends that you vote your shares FOR the 10 Director nominees identified under Proposal 1, and FOR Proposals 2 and 3.
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2
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OUR PURPOSE
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| | Improving lives through efficient and responsible energy. | |
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WHAT WE DO
|
| | We safely provide performance-driven drilling solutions. | |
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OUR VALUES
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| |
Our values reflect who we are and the way we interact with one another, our customers, partners, and shareholders
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Actively C.A.R.E.: We treat one another with respect. We care about each other. We are committed to Controlling and Removing Exposures for ourselves and others.
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Service Attitude: We do our part and more for those around us. We consider the needs of others and provide solutions to meet their needs.
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Innovative Spirit: We constantly work to improve and try new approaches. We make decisions with the long-term view in mind.
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Teamwork: We listen to one another and work toward a common goal. We collaborate to achieve results and focus on success with our customers and shareholders.
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Do the Right Thing: We are honest and transparent. We tackle tough situations and speak up when needed.
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4
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2025 Proxy Statement
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5
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|
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Director
|
| |
Age
|
| |
Director
since |
| |
Independent
|
| |
Current Committee Composition
|
| |
Other Current
Public Company Boards |
| ||||||
|
Audit
|
| |
Human
Resources |
| |
Nominating &
Corporate Governance |
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|
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DELANEY M. BELLINGER
Retired Vice President and Chief Information Officer, Huntsman Corporation |
| |
66
|
| |
July
2018 |
| |
![]() |
| |
●
|
| | | | |
●
|
| |
None
|
|
|
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BELGACEM CHARIAG
Former President, and Chief Executive Officer, Ecovyst, Inc. |
| |
62
|
| |
August
2021 |
| |
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| | | | |
Chair
|
| |
●
|
| |
Harbour
Energy PLC. |
|
|
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| |
KEVIN G. CRAMTON
Operating and Executive Partner, HCI Equity Partners |
| |
65
|
| |
March
2017 |
| |
![]() |
| |
●
|
| | | | |
●
|
| |
None
|
|
|
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| |
RANDY A. FOUTCH
Retired Chairman and Chief Executive Officer, Laredo Petroleum, Inc. |
| |
73
|
| |
March
2007 |
| |
![]() |
| | | | |
●
|
| |
Chair
|
| |
None
|
|
|
![]() |
| |
HANS HELMERICH
Chairman of the Board, Helmerich & Payne, Inc. |
| |
66
|
| |
March 1987
Chairman since 2012 |
| | | | | | | | | | | | | |
Coterra
Energy Inc. |
|
|
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| |
ELIZABETH R. KILLINGER
Retired Executive Vice President, NRG Home, NRG Energy, Inc. |
| |
55
|
| |
July
2023 |
| |
![]() |
| |
●
|
| | | | |
●
|
| |
None
|
|
|
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| |
JOHN W. LINDSAY
President and Chief Executive Officer, Helmerich & Payne, Inc. |
| |
64
|
| |
September
2012 |
| | | | | | | | | | | | | |
Arcosa, Inc.
|
|
|
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| |
JOSÉ R. MAS
Chief Executive Officer, MasTec, Inc. |
| |
53
|
| |
March
2017 |
| |
![]() |
| | | | |
●
|
| |
●
|
| |
MasTec, Inc.
|
|
|
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| |
THOMAS A. PETRIE
Retired Chairman, Petrie Partners, LLC |
| |
79
|
| |
June
2012 |
| |
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| | | | |
●
|
| |
●
|
| |
None
|
|
|
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| |
DONALD F. ROBILLARD, JR.
President, Robillard Consulting, LLC; Retired Director, Executive Vice President, Chief Financial Officer and Chief Risk Officer, Hunt Consolidated |
| |
73
|
| |
June
2012 |
| |
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| |
Chair
|
| | | | |
●
|
| |
Cheniere
Energy, Inc. |
|
|
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| |
JOHN D. ZEGLIS
Retired Chief Executive Officer and Chairman of the Board, AT&T Wireless Service, Inc. |
| |
77
|
| |
March
1989 |
| |
![]() |
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●
|
| | | | |
●
|
| |
None
|
|
|
6
|
| |
![]() |
|
| |
Director Skills and Experiences
|
| | |
Delaney M. Bellinger
|
| | |
Belgacem Chariag
|
| | |
Kevin G. Cramton
|
| | |
Randy A. Foutch
|
| | |
Hans Helmerich
|
| | |
Elizabeth R. Killinger
|
| | |
John W. Lindsay
|
| | |
José R. Mas
|
| | |
Thomas A. Petrie
|
| | |
Donald F. Robillard, Jr.
|
| | |
John D. Zeglis
|
| | |
# of
Directors |
| |
| |
Accounting and finance
|
| | |
●
|
| | | | | | |
●
|
| | |
●
|
| | | | | | |
●
|
| | | | | | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
8
|
| |
| |
Corporate governance
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
11
|
| |
| |
Diverse industries
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | | | | | |
●
|
| | | | | | |
●
|
| | |
●
|
| | |
9
|
| |
| |
Engineering
|
| | |
●
|
| | |
●
|
| | | | | | |
●
|
| | | | | | | | | | |
●
|
| | |
●
|
| | |
●
|
| | | | | | | | | | |
6
|
| |
| |
Executive leadership
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
11
|
| |
| |
Global business
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | | | | | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
10
|
| |
| |
Health, Safety & Environmental
|
| | |
●
|
| | |
●
|
| | |
●
|
| | | | | | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | | | | | | | | | |
●
|
| | |
8
|
| |
| |
Information Technology
|
| | |
●
|
| | | | | | |
●
|
| | |
●
|
| | | | | | |
●
|
| | | | | | | | | | | | | | | | | | | | | | |
4
|
| |
| |
Investment, private equity and capital markets
|
| | | | | | | | | | |
●
|
| | |
●
|
| | |
●
|
| | | | | | | | | | |
●
|
| | |
●
|
| | |
●
|
| | | | | | |
6
|
| |
| |
Legal
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
●
|
| | |
1
|
| |
| |
Oil and gas industry
|
| | |
●
|
| | |
●
|
| | | | | | |
●
|
| | |
●
|
| | | | | | |
●
|
| | | | | | |
●
|
| | |
●
|
| | | | | | |
7
|
| |
| |
Public company board experience
|
| | | | | | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | | | | | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
9
|
| |
| |
Risk management
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | | | | | |
●
|
| | |
●
|
| | |
10
|
| |
| |
Strategic planning
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
●
|
| | |
11
|
| |
| | Board Self-Identification* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Gender
|
| | |
F
|
| | |
M
|
| | |
M
|
| | |
M
|
| | |
M
|
| | |
F
|
| | |
M
|
| | |
M
|
| | |
M
|
| | |
M
|
| | |
M
|
| | | | | |
| |
Race/Ethnicity
|
| | |
W
|
| | |
MEA
|
| | |
W
|
| | |
W
|
| | |
W
|
| | |
W
|
| | |
W
|
| | |
H
|
| | |
W
|
| | |
W
|
| | |
W
|
| | | | | |
|
2025 Proxy Statement
![]() |
| |
7
|
|
|
Board Composition and
Independence |
| | |
Board and Committee
Practices |
| | |
Stockholder Rights
|
|
|
•
100% independent committees
•
9 of our 11 directors are independent
•
Separation of Chair and CEO roles
•
Strong independent Lead Director, elected by independent directors
•
Regular executive sessions provided for Board members
•
Significant interaction with senior management
|
| | |
•
Director orientation and continuing education
•
99.2% attendance at Board and committee meetings in fiscal 2024
•
Commitment to include candidates who reflect diverse backgrounds, including diversity of gender and race in search for new director candidates
•
Active Board oversight of strategy, risk management, and sustainability program
•
Stock ownership guidelines
|
| | |
•
Single class of stock with equal voting rights
•
Annual elections for directors
•
Majority voting standard for uncontested director elections
•
Proxy access for stockholders
•
Active stockholder engagement
|
|
| |
Board of Directors
|
| | ||||||
| |
•
Oversees the Company’s processes for identifying and managing the significant risks facing the Company
•
Reviews the Company’s significant risks and the responsibilities of management and the Board’s committees in assisting the Board in its risk oversight
|
| |
•
Evaluates Board processes and performance and the overall effectiveness of the Board
•
Oversees climate-related risks and opportunities and the Company’s strategy, policies and performance related to environmental, health and safety, corporate social responsibility and sustainability matters
|
| |
•
Reviews and approves business plans, major strategies, and financial objectives
•
Monitors strategic and business risks
◦
drilling business
◦
technology solutions
◦
markets
◦
capital investments
|
| |
|
Audit Committee
•
Reviews processes and policies with respect to risk assessment and risk management, including our enterprise risk management program
•
Reviews risks associated with financial performance, internal and external audit functions, legal and tax contingencies, cybersecurity, and physical security
|
| | |
Human Resources Committee
•
Establishes compensation performance goals intended to drive behavior that does not encourage or result in material risk of adverse consequences to the Company or its stockholders
•
Oversees compensation risk assessments
•
Reviews compensation clawback policies
•
Reviews and monitors compliance with stock ownership guidelines
•
Reviews risks, strategies, and policies related to human capital management
|
| | |
Nominating & Corporate Governance Committee
•
Oversees Director succession planning, including efforts to mitigate risks associated with loss of expertise and leadership at the Board level
•
Oversees Director independence, effectiveness, and organization
•
Assesses management succession planning and corporate governance practices
•
Develops and implements H&P’s corporate governance principals
•
Reviews investor relations matters
|
| |
|
8
|
| |
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|
|
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| |
Increased our operational presence in the Middle East region significantly as we began operations in the Kingdom of Saudi Arabia
|
|
|
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| |
Announced our intentions to acquire KCA Deutag, which transaction closed in January 2025 and firmly positions H&P as a global leader in onshore drilling
|
|
|
![]() |
| |
Increased North America Solutions segment operating revenue on a per day basis by approximately 8% in fiscal 2024 compared to fiscal 2023
|
|
|
![]() |
| |
Returned approximately $220 million of capital to our stockholders through base and supplemental dividends and share repurchases
|
|
|
![]() |
| |
Increased our U.S. market share of super-spec rigs by 1.2% compared to fiscal 2023
|
|
|
![]() |
| |
Increased revenue received from performance bonuses, recognized due to the achievement of performance targets, by approximately 20% in fiscal 2024 compared to fiscal 2023 and by approximately 46% compared to fiscal 2022
|
|
|
2025 Proxy Statement
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| |
9
|
|
|
10
|
| |
![]() |
|
|
2025 Proxy Statement
![]() |
| |
11
|
|
| |
Board: 14
|
| |
|
Audit
Committee
8
|
| | |
Nominating and Corporate Governance Committee
4
|
| | |
Human Resources Committee
5
|
| |
|
12
|
| |
![]() |
|
|
AUDIT COMMITTEE
|
|
|
Members: Donald F. Robillard, Jr. (Chair); Delaney M. Bellinger; Kevin G. Cramton; Elizabeth R. Killinger;
John D. Zeglis |
|
|
PRIMARY RESPONSIBILITIES
•
assist the Board in fulfilling its independent and objective oversight responsibilities of financial reporting and internal financial and accounting controls of the Company
•
monitor the qualifications, independence, and performance of our independent registered public accounting firm
AUDIT COMMITTEE REPORT AND CHARTER
•
The Audit Committee Report is provided below under “Proposal 2 — Ratification of Appointment of Independent Auditors”
•
The Board has adopted a written charter for the Audit Committee, which is available on our website at www.helmerichpayne.com/corporate-governance-information
QUALIFICATIONS/INDEPENDENCE
•
The Board has determined Messrs. Cramton and Robillard are “audit committee financial experts” as defined by the Securities and Exchange Commission (“SEC”)
•
The Board has also determined that all Audit Committee members are “financially literate” as contemplated by the rules of the New York Stock Exchange (“NYSE”)
•
All members of the Audit Committee are independent
|
|
|
HUMAN RESOURCES COMMITTEE
|
| |
|
Members: Belgacem Chariag (Chair); Randy A. Foutch; José R. Mas;
Thomas A. Petrie |
| |
|
PRIMARY RESPONSIBILITIES
•
evaluate the performance of our executive officers
•
review and make decisions regarding compensation of our executive officers
•
make recommendations regarding compensation of non-employee members of our Board
•
review and make recommendations or decisions regarding incentive compensation and equity-based compensation
COMPENSATION COMMITTEE REPORT AND HUMAN RESOURCES COMMITTEE CHARTER
•
The Compensation Committee Report is provided below under “Compensation Committee Report”
•
The Board has adopted a written charter for the Human Resources Committee, which is available on our website at www.helmerichpayne.com/corporate-governance-information
QUALIFICATIONS/INDEPENDENCE
•
All members of the Human Resources Committee are independent
|
| |
|
2025 Proxy Statement
![]() |
| |
13
|
|
|
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
|
|
|
Members: Randy A. Foutch (Chair); Delaney M. Bellinger; Belgacem Chariag; Kevin G. Cramton;
Elizabeth R. Killinger; José R. Mas; Thomas A. Petrie; Donald F. Robillard, Jr.; John D. Zeglis |
|
|
PRIMARY RESPONSIBILITIES
•
identify and recommend to the Board the selection of director nominees for each Annual Meeting of Stockholders or for any vacancies on the Board
•
make recommendations to the Board regarding the adoption or amendment of corporate governance principles applicable to the Company
•
assist the Board in developing and evaluating potential candidates for executive positions and generally overseeing management succession planning
NOMINATING AND CORPORATE GOVERNANCE CHARTER
•
The Board has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our website at www.helmerichpayne.com/corporate-governance-information
QUALIFICATIONS/INDEPENDENCE.
•
All members of the Nominating and Corporate Governance Committee are independent
|
|
|
14
|
| |
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|
|
2025 Proxy Statement
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| |
15
|
|
|
16
|
| |
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|
|
2025 Proxy Statement
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| |
17
|
|
|
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| |
Helmerich & Payne, Inc.
Attention: Corporate Secretary 222 North Detroit Ave. Tulsa, Oklahoma 74120 |
|
|
![]() |
| |
For more information on stockholder nominations, see “Additional Information — Stockholder Proposals and Nominations.”
|
|
|
18
|
| |
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|
|
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| |
at least a majority of the Directors serving at any time on the Board are independent, as defined under the rules of the NYSE and applicable law;
|
|
|
![]() |
| |
all Audit Committee members are independent and satisfy the financial literacy requirements required for service on the Audit Committee under the rules of the NYSE; and
|
|
|
![]() |
| |
at least some of the independent Directors have experience as senior executives of a public or substantial private company.
|
|
|
2025 Proxy Statement
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| |
19
|
|
|
20
|
| |
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|
|
2025 Proxy Statement
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Delaney M. Bellinger
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Age: 66
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Director Since: 2018
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Committees:
Audit
Nominating and Corporate Governance
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| Career Highlights | | |||||||||
| Ms. Bellinger served as the Vice President and Chief Information Officer for Huntsman Corporation, a global manufacturer and marketer of differentiated chemicals, from 2016 to 2018. Prior to her role at Huntsman, she was the Chief Information Officer for EP Energy Corp., an exploration and production company, from 2012 to 2015. Before joining EP Energy, she was the Chief Information Officer for YUM! Brands, Inc., a multinational restaurant company, from 2000 to 2010. | | |||||||||
| Other Public Company Boards (within the past five years): | | |||||||||
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None
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| Key Qualifications and Expertise | | |||||||||
| Ms. Bellinger brings to the Board executive leadership, information technology, complex global business operations, and oil and gas industry experience through her service as chief information officer of large multinational companies and a company in the oil and gas industry. | |
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2025 Proxy Statement
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2025 Proxy Statement
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2025 Proxy Statement
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Helmerich & Payne, Inc.
222 North Detroit Avenue Tulsa, Oklahoma 74120 |
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Role
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Quarterly Retainer
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| Chairman of the Board (Mr. Helmerich) | | | | | 37,500 | | |
| Each Other Non-Employee Director | | | | | 25,000 | | |
| Lead Director | | | | | 6,250 | | |
| Audit Committee Chair | | | | | 7,500 | | |
| Human Resources Committee Chair | | | | | 3,750 | | |
| Nominating and Corporate Governance Committee Chair | | | | | 3,750 | | |
| Each Member of the Audit Committee | | | | | 1,250 | | |
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Non-Employee Director Annual Restricted Stock Grant
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Target Value
on the Date of Grant ($) |
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| Chairman of the Board | | | | | 270,000 | | |
| Other Non-Employee Directors | | | | | 180,000 | | |
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Name
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Fees Earned
or Paid in Cash(1) ($) |
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Stock Awards(2)
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Change in Pension Value
and Nonqualified Deferred Compensation Earnings (S) |
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All Other
Compensation(3) ($) |
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Total
($) |
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| Delaney M. Bellinger | | | | | 105,000 | | | | | | 179,988 | | | | | | | | | | | | 7,452 | | | | | | 292,440 | | |
| Belgacem Chariag | | | | | 107,500 | | | | | | 179,988 | | | | | | | | | | | | 7,452 | | | | | | 294,940 | | |
| Kevin G. Cramton | | | | | 105,000 | | | | | | 179,988 | | | | | | | | | | | | 7,452 | | | | | | 292,440 | | |
| Randy A. Foutch | | | | | 140,000 | | | | | | 179,988 | | | | | | | | | | | | 7,452 | | | | | | 327,440 | | |
| Hans Helmerich | | | | | 150,000 | | | | | | 269,962 | | | | | | | | | | | | 11,179 | | | | | | 431,141 | | |
| Elizabeth R. Killinger | | | | | 105,000(4) | | | | | | 179,988 | | | | | | 3,271(4) | | | | | | 8,203 | | | | | | 296,462 | | |
| José R. Mas | | | | | 100,000 | | | | | | 179,988 | | | | | | | | | | | | 7,452 | | | | | | 287,440 | | |
| Thomas A. Petrie | | | | | 107,500 | | | | | | 179,988 | | | | | | | | | | | | 7,452 | | | | | | 294,940 | | |
| Donald F. Robillard, Jr. | | | | | 135,000(5) | | | | | | 179,988 | | | | | | | | | | | | 7,452 | | | | | | 322,440 | | |
| John D. Zeglis | | | | | 105,000 | | | | | | 179,988 | | | | | | | | | | | | 7,452 | | | | | | 292,440 | | |
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Name
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Aggregate Number of Unvested Shares
or Stock Units Outstanding as of September 30, 2024(#)(1) |
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Aggregate Options
Outstanding as of September 30, 2024(#)(2) |
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| Delaney M. Bellinger | | | | | 4,675(3) | | | | | | 2,926 | | |
| Belgacem Chariag | | | | | 4,675(4) | | | | | | — | | |
| Kevin G. Cramton | | | | | 4,675(4) | | | | | | 12,613 | | |
| Randy A. Foutch | | | | | 4,675(3) | | | | | | 32,573 | | |
| Hans Helmerich | | | | | 7,012(4) | | | | | | 48,860 | | |
| Elizabeth R. Killinger | | | | | 4,675(4) | | | | | | — | | |
| José R. Mas | | | | | 4,675(4) | | | | | | 12,613 | | |
| Thomas A. Petrie | | | | | 4,675(4) | | | | | | 32,573 | | |
| Donald F. Robillard, Jr. | | | | | 4,675(3) | | | | | | 32,573 | | |
| John D. Zeglis | | | | | 4,675(4) | | | | | | 32,573 | | |
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2025 Proxy Statement
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At the Annual Meeting, 10 Directors are to be elected for terms of one year each. Mr. Petrie will not stand for reelection as Director of the Company at the Annual Meeting. Accordingly, Mr. Petrie is not included as a nominee for election at the Annual Meeting and his current term as a Director will expire at the Annual Meeting. Effective as of the Annual Meeting, our authorized number of directors will be reduced to 10. All incumbent Directors, except Mr. Petrie, will stand for re-election. The NCG Committee has determined that each of the nominees qualifies for election under its criteria for evaluation of directors and has recommended that each of the candidates be nominated for election. If any nominee becomes unable to serve prior to the Annual Meeting, shares represented by proxy may be voted for a substitute designated by the Board of Directors, unless a contrary instruction is noted on the proxy. The Board of Directors has no reason to believe that any of the nominees will become unavailable. As detailed under “Additional Information Concerning the Board of Directors — Director Independence” above, the Board of Directors has affirmatively determined that each of the nominees, other than Messrs. Helmerich and Lindsay, qualifies as “independent” as that term is defined under the rules of the NYSE and the SEC, as well as our Corporate Governance Guidelines.
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Board Recommendation
The Board unanimously recommends a vote FOR each of the persons nominated by the Board.
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2025 Proxy Statement
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The Audit Committee has appointed the firm of Ernst & Young LLP as the independent registered public accounting firm (“independent auditors”) to audit our financial statements for fiscal 2025. A proposal will be presented at the Annual Meeting asking the stockholders to ratify this appointment. The firm of Ernst & Young LLP has served us in this capacity since 1994.
Representatives of Ernst & Young LLP will be present at the Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions. If stockholders do not ratify the appointment of Ernst & Young LLP as the independent auditors to audit our financial statements for fiscal 2025, the Audit Committee will consider the voting results and evaluate whether to select a different independent auditor.
Although ratification is not required by Delaware law, our Certificate of Incorporation, or our By-laws, we are submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate governance. Even if the selection of Ernst & Young LLP is ratified, the Audit Committee may select different independent auditors at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.
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Board Recommendation
The Board unanimously recommends a vote FOR the ratification of Ernst &
Young LLP as our independent auditors for fiscal 2025. |
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Years Ended September 30,
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2024
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2023
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| Audit Fees(1) | | | | $ | 2,917,735 | | | | | $ | 2,369,065 | | |
| Audit-Related Fees(2) | | | | | 300,103 | | | | | | 354,300 | | |
| Tax Fees(3) | | | | | 239,953 | | | | | | 182,522 | | |
| All Other Fees | | | | | — | | | | | | — | | |
| Total | | | | $ | 3,457,791 | | | | | $ | 2,905,887 | | |
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2025 Proxy Statement
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2025 Proxy Statement
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JOHN W. LINDSAY, 64
President and Chief Executive Officer, since March 2014 Director, since September 2012
Prior Positions
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President and Chief Operating Officer from September 2012 to March 2014
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Executive Vice President and Chief Operating Officer from 2010 to September 2012
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Executive Vice President, U.S. and International Operations of Helmerich & Payne International Drilling Co. from 2006 to September 2012
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Vice President of U.S. Land Operations of Helmerich & Payne International Drilling Co. from 1997 to 2006
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J. KEVIN VANN, 53
Senior Vice President and Chief Financial Officer, since August 2024
Prior Positions
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Vice President, Finance and Strategic Planning of Empire Petroleum Corporation (NYSE American: EP), an oil and gas company, from 2022 to 2023
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Chief Financial Officer of WPX Energy, Inc. (NYSE: WPX), an oil and natural gas exploration and production company, from 2014 to 2021
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Chief Accounting Officer and Controller of WPX Energy, Inc. from 2012 to 2014
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Controller of the exploration and production business of The Williams Companies, Inc. from 2007 to 2011
Other Service
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Director of Empire Petroleum Corporation since 2023
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CARA M. HAIR, 48
Senior Vice President, Corporate Services and Chief Legal and Compliance Officer, since December 2020
Prior Positions
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Vice President, Corporate Services and Chief Legal and Compliance Officer from August 2017 to December 2020
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Vice President, General Counsel and Chief Compliance Officer from March 2015 to August 2017
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Deputy General Counsel from June 2014 to March 2015
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Senior Attorney from January 2013 to June 2014
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Attorney from 2006 to January 2013
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JOHN R. BELL, 54
Senior Vice President, Integration Execution & Operations, since January 2025 Helmerich & Payne International Holdings, LLC
Prior Positions
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Senior Vice President, International and Offshore Operations of Helmerich & Payne International Holdings, LLC, from December 2020 to January 2025
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Vice President, International and Offshore Operations of Helmerich and Payne International Holdings, LLC, from August 2017 to December 2020
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Vice President, Corporate Services from January 2015 to August 2017
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Vice President of Human Resources from March 2012 to January 2015
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Director of Human Resources from 2002 to March 2012
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MICHAEL P. LENNOX, 44
Senior Vice President, Americas Operations, since January 2025 Helmerich & Payne International Holdings, LLC
Helmerich & Payne International Drilling Co.
Prior Positions
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Senior Vice President, U.S. Land Operations of Helmerich & Payne International Drilling Co., from December 2020 to January 2025
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Vice President, U.S. Land Operations of Helmerich & Payne International Drilling Co. from August 2017 to December 2020
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District Manager of Helmerich & Payne International Drilling Co. from 2012 to August 2017
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RAYMOND JOHN (“TREY”) ADAMS III, 39
Senior Vice President, Global Commercial Sales, & Marketing, since January 2025
Prior Positions
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Senior Vice President of Digital Operations, Sales, & Marketing from December 2020 to January 2025
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Vice President of Digital Operations, Sales, & Marketing of Helmerich & Payne Technologies, LLC, from September 2020 to December 2020
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Vice President of Helmerich & Payne Technologies, LLC, from July 2018 to September 2020
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Integration Manager of Motive Drilling Technologies, Inc. and Magnetic Variation Services, LLC, subsidiaries of the Company, from June 2017 to June 2018
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District Manager of Helmerich & Payne International Drilling Co., from 2015 to June 2017
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2025 Proxy Statement
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| What you will find in this CD&A | | | | |
| Executive Summary | | | | |
| Chief Financial Officer Transition | | | | |
| Executive Compensation Philosophy and Practices | | | | |
| Compensation Components | | | | |
| Determination of Executive Compensation | | | | |
| Role of Executive Officers in Compensation Decisions | | | | |
| Role of Compensation Consultant | | | | |
| Compensation Risk Assessment | | | | |
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| Elements of Executive Compensation | | | | |
| Clawback Rights | | | | |
| Executive Officer and Director Stock Ownership Guidelines | | | | |
| Trading, Hedging, and Pledging Policies | | | | |
| Equity Grant Practices | | | | |
| Potential Payments Upon Change-in-Control or Termination | | | |
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2025 Proxy Statement
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Officers
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Title
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| John W. Lindsay | | | President and Chief Executive Officer | |
| J. Kevin Vann(1) | | | Senior Vice President and Chief Financial Officer | |
| Cara M. Hair | | | Senior Vice President, Corporate Services and Chief Legal and Compliance Officer | |
| John R. Bell | | |