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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:
☐
Preliminary Proxy Statement
​
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
​
☒
Definitive Proxy Statement
​
☐
Definitive Additional Materials
​
☐
Soliciting Material Pursuant to §240.14a-12
​
Helmerich & Payne, Inc.
​
(Name of Registrant as Specified In Its Charter)​
 
​
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​
Payment of Filing Fee (Check all boxes that apply):
☒
No fee required.
​
☐
Fee paid previously with preliminary materials.
​
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
​
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Message From Our CEO
To our Stockholders,
We operate in a cyclical and volatile industry, which creates a unique set of challenges and opportunities. Fiscal 2023 was no exception in that regard. The fiscal year started out strong with expectations that we would reach over 190 rigs working in our North America Solutions segment. However, as the year unfolded, geopolitical and economic factors created uncertainty in the global crude oil market and a relatively warm winter in the U.S. caused declines in natural gas prices, which caused a meaningful reduction in the demand for rigs in the U.S. Consequently, we ended the fiscal year operating 147 rigs in our North America Solutions segment.
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The Company quickly adapted to the changing market conditions, while at the same time remaining attentive to generating reasonable economic returns. As such, our direct margins held up relatively well during the fiscal year despite the decline in rig activity. Our focus on contract economics and persistent efforts to monetize the value we create for customers overrode the historical industry behavior of prioritizing market share in a declining market. We believe that our long history of drilling experience enables us to drive value for customers through operations and technology solutions, and it is the consistent and reliable delivery of those outcomes that will ultimately drive market share rather than short-term rate concessions. As a result, the Company was able to generate returns in excess of its estimated cost of capital during fiscal 2023 in the face of challenging market conditions.
We believe that part of our success in being a sustainable company is having a multi-pronged approach to capital allocation. First, we begin with upholding the Company’s established strong financial position, balance sheet strength, and fiscal prudence. These provide a stable backdrop that enables us to consistently plan and act in a way that we believe maximizes long-term outcomes, rather than worrying about survival in times of industry turmoil. Second, we look to invest in internal projects with attractive returns. Our annual capex plans for the year ahead reflect investments that maintain the competitive nature of our North American Solutions FlexRig® fleet, including capital spending deferments that were made during the pandemic years as well as support our international expansion and diversification strategy. Third and finally, we seek to uphold our longstanding commitment to provide returns to stockholders. Last year, we were one of the first companies in the oilfield service industry to announce and institute a supplemental cash return plan for stockholders. The plan balanced visibility and flexibility and we not only maintained a competitive dividend yield, but also took advantage of what we viewed as dislocations in our stock price to opportunistically repurchase shares. In fiscal 2023, the combination of our long-established base dividend, an inaugural supplemental dividend, and share repurchases ultimately allowed us to return capital to stockholders equivalent to approximately 10% of the Company’s average market cap for the year. As we headed forward to fiscal 2024, we refreshed the plan based on current market conditions and expectations, substantially retaining the same basic flexible structure as the previous year.
We are proud of what we achieved in fiscal 2023, but remain cognizant that we will need to continue to navigate through the uncertainties associated with our business and industry in the coming quarters and years. We recognize the need to have a long-term focus built on strong fundamentals, but also maintain a nimble mindset to adjust to changing market conditions. These beliefs and actions are a product of our corporate value of “Do the Right Thing.” We will continue our related efforts to make prudent financial decisions and investments, to operate in a safe and environmentally responsible manner, and to minimize any potentially negative safety incidents or environmental impacts.
Sincerely,
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John W. Lindsay
President and Chief Executive Officer
January 17, 2024
​
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Notice of Annual Meeting of Stockholders
​
DATE AND TIME:
​ ​
VIRTUAL MEETING SITE​
​ ​
RECORD DATE​
​
​ Tuesday, February 27, 2024
12:00 p.m., Central time 		​ ​
www.virtualshareholdermeeting.com/HP2024
​ ​ You may vote if you were a stockholder of record as of the close of business on January 2, 2024. ​
Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of Helmerich & Payne, Inc. (the “Company”) will be held for the following purposes:
​
Proposal
​ ​ ​ ​
​
1
​ ​
To elect as Directors the 11 nominees named in the attached proxy statement to serve until the Annual Meeting of Stockholders in 2025
​ ​
FOR
each
nominee
​
​
•
Delaney Bellinger
​
•
Belgacem Chariag
​
•
Kevin G. Cramton
​
•
Randy A. Foutch
​
 ​ ​
•
Hans Helmerich
​
•
Elizabeth Killinger
​
•
John W. Lindsay
​
•
José R. Mas
​
 ​ ​
•
Thomas A. Petrie
​
•
Donald F. Robillard, Jr.
​
•
John D. Zeglis
​
 ​
​
2
​ ​
To ratify the appointment of Ernst & Young LLP as our independent auditors for our fiscal year ending September 30, 2024
​ ​
FOR​
​
​
3
​ ​
To cast an advisory vote to approve the compensation of our named executive officers disclosed in the attached proxy statement
​ ​
FOR​
​
​
4
​ ​
To consider and vote to approve the Helmerich & Payne, Inc. 2024 Omnibus Incentive Plan
​ ​
FOR​
​
​ ​ ​ ​
To consider and transact any other business which may come before the meeting or any adjournment thereof
​
The Annual Meeting will be virtual only and will be conducted via live webcast. Our virtual Annual Meeting has been designed to provide stockholders with similar opportunities to participate as they would have had at an in-person meeting. You will be able to participate in the Annual Meeting online and submit questions during the Annual Meeting at www.virtualshareholdermeeting.com/HP2024. You will also be able to vote your shares electronically (other than shares held through our employee benefit plans which must be voted prior to the Annual Meeting). The proxy statement provides information on how to join the Annual Meeting online and about the business we plan to conduct.
Your vote is important! Whether or not you expect to attend the Annual Meeting online, please vote as promptly as possible so that we may be assured of a quorum to transact business. You may vote by using the Internet, telephone, or by completing, signing, dating and returning the proxy mailed to those who receive a paper copy, or by attending the Annual Meeting online at www.virtualshareholdermeeting.com/HP2024 using your control number and casting your shares electronically on February 27, 2024. The Notice of Internet Availability of Proxy Materials and the proxy materials are first being made available to our stockholders on or about January 17, 2024.
We encourage you to review these proxy materials and vote your shares before the Annual Meeting.
​ ​ ​ ​
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​ ​ By Order of the Board of Directors, ​
​ ​ ​ ​
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​
​ ​ ​ ​ William H. Gault
Corporate Secretary 		​
​ Tulsa, Oklahoma
January 17, 2024 		​ ​ ​ ​ ​ ​ ​
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​
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON FEBRUARY 27, 2024
​
​
The proxy statement and our 2023 Annual Report to Stockholders are available at www.proxyvote.com.
​
Cautionary Note Regarding Forward-Looking Statements
This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this Proxy Statement, including without limitation, statements regarding our future financial position, business strategy and plans, including stockholder return plans, and objectives of management for future operations are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “commit,” “estimate,” “anticipate,” “believe,” “predict,” “project,” “target,” “goal,” “continue,” or the negative thereof or similar terminology. Forward-looking statements are based upon current plans, estimates, and expectations surrounding, among other things, rig pricing, activity levels, margins, cash generation, capital expenditures, and other investment opportunities that are subject to risks, uncertainties, and assumptions. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates, or expectations will be achieved. For a more detailed discussion of important factors that could cause actual results to differ materially from our expectations or results discussed in the forward-looking statements, see the information under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Form 10-K filed with the SEC.
Forward-looking and other statements in this document may also address our sustainability progress, plans, and goals and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the SEC. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Statements regarding our goals are not guarantees or promises that they will be met. Website references included throughout are provided for convenience only, and the contents of our websites do not constitute a part of and are not incorporated by reference into this proxy statement.
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1437 South Boulder Avenue
Tulsa, Oklahoma 74119
Proxy Statement
​
2024 Proxy Statement [MISSING IMAGE: ic_proxystatement-4clr.jpg]
​ ​
1
​
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Virtual Annual Meeting Information
​
DATE AND TIME:​
​ ​ ​
VIRTUAL MEETING SITE​
​ ​ ​
RECORD DATE​
​
​ Tuesday, February 27, 2024
12:00 p.m., Central time 		​ ​ ​
www.virtualshareholdermeeting.com/HP2024
​ ​ ​ You may vote if you were a stockholder of record as of the close of business on January 2, 2024. ​
Items of Business and Voting Recommendations
​
Proposal
​ ​
Board Voting
Recommendation
​
​
1
​ ​
The election of the 11 nominees as Directors:
​ ​
FOR
each
nominee
​
​
•
Delaney Bellinger
​
•
Belgacem Chariag
​
•
Kevin G. Cramton
​
•
Randy A. Foutch
​
 ​ ​
•
Hans Helmerich
​
•
Elizabeth Killinger
​
•
John W. Lindsay
​
•
José R. Mas
​
 ​ ​
•
Thomas A. Petrie
​
•
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, 2024
​ ​
FOR​
​
​
3
​ ​
The advisory vote to approve the compensation of our named executive officers disclosed in this proxy statement
​ ​
FOR​
​
​
4
​ ​
The vote to approve the Helmerich & Payne, Inc. 2024 Omnibus Incentive Plan
​ ​
FOR
​
We will also consider any other business that properly comes before the Annual Meeting.
​ ​
Our Board of Directors recommends that you vote your shares FOR the 11 Director nominees identified under Proposal 1, and FOR Proposals 2, 3, and 4.
​ ​
​
2
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 ​
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Proxy Summary
​
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​ ​
3
​
TABLE OF CONTENTS
 
The H&P Way
The H&P Way was created to define our purpose, core values, and the behaviors that drive our culture.
​
OUR PURPOSE
​ ​ Improving lives through efficient and responsible energy. ​
​
WHAT WE DO
​ ​ We safely provide performance-driven drilling solutions. ​
​
OUR VALUES
​ ​
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.
​
Company Overview
Helmerich & Payne, Inc. (“H&P,” which, together with its subsidiaries, is identified as the “Company,” “we,” “us” or “our,” except where stated or the context requires otherwise) was incorporated under the laws of the State of Delaware on February 3, 1940 and is successor to a business originally organized in 1920. We provide performance-driven drilling solutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies. We focus primarily on the drilling segment of the oil and gas production value chain. Our technology services focus on developing, promoting and commercializing technologies designed to improve the efficiency and accuracy of drilling operations, as well as wellbore quality and placement.
Our drilling services operations are organized into the following reportable operating business segments: North America Solutions, Offshore Gulf of Mexico and International Solutions. Our North America Solutions operations are primarily located in Texas, but also traditionally operate in other states, depending on demand. Such states include: Colorado, Louisiana, New Mexico, North Dakota, Ohio, Oklahoma, Pennsylvania, Utah, West Virginia and Wyoming. Additionally, Offshore Gulf of Mexico operations are conducted in Louisiana and in U.S. federal waters in the Gulf of Mexico and our International Solutions operations have rigs and/or services primarily located in five international locations: Argentina, Bahrain, Colombia, the United Arab Emirates, and Australia. Our operations in Australia began in the fourth fiscal quarter of 2023.
We also own and operate a limited number of commercial real estate properties located in Tulsa, Oklahoma. Our real estate investments include a shopping center containing approximately 365,000 leasable square feet and approximately 176 acres of undeveloped real estate. Our research and development endeavors include both internal development and external acquisition of developing technologies.
​
4
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TABLE OF CONTENTS
 
Helmerich & Payne Board of Directors
​ ​ ​ ​
Director
​ ​
Age
​ ​
Director
since
​ ​
Independent
​ ​
Current Committee Composition
​ ​
Other Current
Public Company
Boards
​
​
Audit
​ ​
Human
Resources
​ ​
Nominating &
Corporate
Governance
​
​
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​ ​
DELANEY M. BELLINGER
Retired Vice President and Chief Information Officer, Huntsman Corporation​
​ ​
65
​ ​
July
2018
​ ​
[MISSING IMAGE: ic_tick-bw.gif]
​ ​
●
​ ​ ​ ​ ​
●
​ ​
None
​
​
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​ ​
BELGACEM CHARIAG
Former Chairman, President, and Chief Executive Officer, Ecovyst, Inc.​
​ ​
61
​ ​
August
2021
​ ​
[MISSING IMAGE: ic_tick-bw.gif]
​ ​ ​ ​ ​
●
​ ​
●
​ ​
Harbour
Energy PLC.
​
​
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​ ​
KEVIN G. CRAMTON
Operating and Executive Partner, HCI Equity Partners​
​ ​
64
​ ​
March
2017
​ ​
[MISSING IMAGE: ic_tick-bw.gif]
​ ​
●
​ ​ ​ ​ ​
●
​ ​
None
​
​
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​ ​
RANDY A. FOUTCH
Retired Chairman and Chief Executive
Officer, Laredo Petroleum, Inc.​
​ ​
72
​ ​
March
2007
​ ​
[MISSING IMAGE: ic_tick-bw.gif]
​ ​ ​ ​ ​
●
​ ​
Chair
​ ​
None
​
​
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​ ​
HANS HELMERICH
Chairman of the Board,
Helmerich & Payne, Inc.​
​ ​
65
​ ​
March
1987
Chairman
since
2012
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Coterra
Energy Inc.
​
​
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​ ​
ELIZABETH R. KILLINGER
Executive Vice President, NRG Home,
NRG Energy, Inc.​
​ ​
54
​ ​
July
2023
​ ​
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​ ​
●
​ ​ ​ ​ ​
●
​ ​
None
​
​
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​ ​
JOHN W. LINDSAY
President and Chief Executive Officer,
Helmerich & Payne, Inc.​
​ ​
63
​ ​
September
2012
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Arcosa, Inc.
​
​
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​ ​
JOSÉ R. MAS
Chief Executive Officer, MasTec, Inc.​
​ ​
52
​ ​
March
2017
​ ​
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​ ​ ​ ​ ​
●
​ ​
●
​ ​
MasTec, Inc.
​
​
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​ ​
THOMAS A. PETRIE
Retired Chairman, Petrie Partners, LLC​
​ ​
78
​ ​
June
2012
​ ​
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​ ​ ​ ​ ​
Chair
​ ​
●
​ ​
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​
​ ​
72
​ ​
June
2012
​ ​
[MISSING IMAGE: ic_tick-bw.gif]
​ ​
Chair
​ ​ ​ ​ ​
●
​ ​
Cheniere
Energy, Inc.
​
​
[MISSING IMAGE: ph_zeglisjohnmed-4c.jpg]
​ ​
JOHN D. ZEGLIS
Retired Chief Executive Officer and Chairman of the Board, AT&T Wireless Service, Inc.​
​ ​
76
​ ​
March
1989
​ ​
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​ ​
●
​ ​ ​ ​ ​
●
​ ​
None
​
​
2024 Proxy Statement [MISSING IMAGE: ic_proxystatement-4clr.jpg]
​ ​
5
​
TABLE OF CONTENTS
 
Board Composition Highlights
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Director Skills, Experiences, and Diversity
The Board of Directors (the “Board of Directors” or the “Board”) values a diverse group of directors who possess the background, skills, and expertise and the highest level of personal and professional ethics, integrity, judgment, and values to represent the long-term interests of the Company and its stockholders. The table below summarizes some of the key skills and qualifications of each individual director. This summary is not intended to be an exhaustive list of each director’s skills or contributions to the Board. Additional information about each director nominee is provided in the biographies below under “Corporate Governance — Director Nominees.” Also provided below are the individual gender and ethnic attributes of our Directors.
​ ​
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
​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
●
​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
●
​ ​ ​
●
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●
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●
​ ​ ​
8
​ ​
​ ​
Corporate governance
​ ​ ​
●
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●
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●
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●
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●
​ ​ ​ ​ ​ ​ ​
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●
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●
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●
​ ​ ​
●
​ ​ ​
10
​ ​
​ ​
Diverse industries
​ ​ ​
●
​ ​ ​
●
​ ​ ​
●
​ ​ ​
●
​ ​ ​
●
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
●
​ ​ ​
●
​ ​ ​
8
​ ​
​ ​
Engineering
​ ​ ​
●
​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
●
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
●
​ ​ ​
●
​ ​ ​
●
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
6
​ ​
​ ​
Executive leadership
​ ​ ​
●
​ ​ ​
●
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●
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●
​ ​ ​
●
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●
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●
​ ​ ​
●
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●
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●
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​ ​ ​
11
​ ​
​ ​
Global business
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●
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●
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●
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●
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●
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●
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●
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●
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●
​ ​ ​
10
​ ​
​ ​
Health, Safety & Environmental
​ ​ ​
●
​ ​ ​
●
​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
●
​ ​ ​
●
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
●
​ ​ ​
7
​ ​
​ ​
Information Technology
​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
●
​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
●
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
4
​ ​
​ ​
Investment, private equity and capital markets
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
●
​ ​ ​
●
​ ​ ​
●
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
●
​ ​ ​
●
​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
6
​ ​
​ ​
Legal
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
●
​ ​ ​
1
​ ​
​ ​
Oil and gas industry
​ ​ ​
●
​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
●
​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
●
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●
​ ​ ​ ​ ​ ​ ​
7
​ ​
​ ​
Public company board experience
​ ​ ​ ​ ​ ​ ​
●
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●
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●
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●
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●
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9
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Risk management
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●
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10
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Strategic planning
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●
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●
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●
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●
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●
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●
​ ​ ​
●
​ ​ ​
●
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●
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●
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●
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11
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​ ​ 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
​ ​ ​ ​ ​ ​
*Key: F - Female; M - Male; H - Hispanic; MEA - Middle East/North-Africa; W - White
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Corporate Governance Best Practices
H&P’s Board oversees the CEO and other senior management in the competent and ethical operation of H&P and assures that the long term interests of stockholders are being served.
​
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
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•
Regular executive sessions provided for Board members
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•
Significant interaction with senior management and access to other employees
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 ​ ​ ​
•
Director orientation and continuing education
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•
96.5% attendance at Board and committee meetings in fiscal 2023
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•
Commitment to include candidates who reflect diverse backgrounds, including diversity of gender and race in search for new director candidates
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•
Active Board oversight of strategy, risk management, and sustainability program
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•
Stock ownership guidelines
​
 ​ ​ ​
•
Single class of stock with equal voting rights
​
•
Annual elections for directors
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•
Majority voting standard for uncontested director elections
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•
Proxy access for stockholders
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•
Active stockholder engagement
​
 ​
Effective Board Oversight of Risk Management
Strategic and business risks, such as those relating to our drilling business and technology solutions, markets, and capital investments, are monitored by the entire Board.
​ ​
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
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•
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
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 ​ ​
•
Reviews and approves business plans, major strategies, and financial objectives
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•
Monitors strategic and business risks
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◦
drilling business
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◦
technology solutions
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◦
markets
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◦
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
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•
Reviews compensation risk assessments
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•
Reviews compensation clawback policies
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•
Reviews and monitors compliance with stock ownership guidelines
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•
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
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For more information, see “Corporate Governance — Our Risk Management Program and the Board’s Role in Risk Oversight” and “Compensation Discussion and Analysis — Compensation Risk Assessment”
Executive Compensation
Sound Design
Our executive compensation program is designed to:
•
align the interests of our leaders with those of our stockholders
​
•
attract, retain, and motivate strong leadership
​
•
link pay with performance and execution of strategy
​
​
+Pay for Performance
•
significant portion of target compensation is performance-based and at risk
​
•
short-term cash incentive compensation is tied to exacting financial objectives with payouts that vary based on our performance
​
•
performance-based equity awards that comprise 50% of target annual equity award opportunities
​
​
=Superb Results Despite Industry Headwinds
In fiscal 2023, our management team orchestrated organizational dexterity to deliver results that outperformed the level of rig activity during the period.
​
Drilling Segment Operating Revenue​
​
​
North America Solutions
​ ​
International Solutions
​
​
$2,519M​
​ ​
$212.5M​
​
​
40.9% year-over-year increase
​ ​
56.2% year-over-year increase
​
​
Offshore Gulf of Mexico
​
​
$130M​
​
​
3.8% year-over-year increase
​
​
Contracted Drilling Rig Fleet
(Sept. 30 of FY)​
​ ​
Average Active Rigs(1)​
​
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[MISSING IMAGE: bc_growth-4c.jpg]
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(1)
‘Average active rigs’ represents the average number of rigs generating revenue during the applicable period. This metric is calculated by dividing revenue days by total days in the applicable period (i.e., 365 days).
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Sustainability and Human Capital Management
As a 100+ year old company Helmerich & Payne believes in the importance of sustainability. Making prudent financial decisions and investments, endeavoring to operate in a safe and environmentally responsible manner, striving to minimize any potentially negative environmental impacts, reducing emissions and waste are products of our value — “Do the Right Thing.” Our focus on technology, people, community, efficiency, and innovation all promote our ability to be a sustainable company. The Board has direct oversight over our sustainability strategy, policies, and performance and receives a report on these matters at each regularly scheduled Board meeting. The Board also receives information on our sustainability reporting systems and engagements with stockholders on sustainability matters. We believe having the full Board oversee these matters enhances our sustainability efforts, which is an important part of our overall strategy. The Human Resources Committee reviews risks, strategies, and policies related to human capital management.
Our 2023 Sustainability Report, which discusses our sustainability efforts and performance during the fiscal year, continues our focus on transparent reporting. Our Sustainability Report aligns with leading sustainability reporting frameworks, including the Sustainability Accounting Standards Board (“SASB”), Task Force on Climate-related Financial Disclosures (“TCFD”), and Global Reporting Initiative (“GRI”). Some of our sustainability successes are outlined below in “Proxy Summary — Fiscal 2023 Sustainability Highlights.” More information about sustainability efforts can be found on our sustainability website at www.helmerichpayne.com/sustainability and in our Sustainability Reports.
Fiscal 2023 Sustainability Highlights
Environmental
•
Achieved a 3.7% reduction in Scope 1 and 2 greenhouse gas (“GHG”) emissions normalized by drilling activity in our North American Solutions business segment compared to fiscal 2022, which exceeded our goal for the year
​
•
Updated the quantitative scenario analysis performed in fiscal 2022 aligned with the TCFD
​
•
Established a long-term intensity-based GHG emissions reduction target set for the end of fiscal 2030
​
•
Continued investment and support of unconventional geothermal energy technologies and began to provide drilling solutions for pilot commercial enhanced geothermal systems
​
Employees
•
Continued to increase diverse representation of our workforce, including minority representation of domestic employees and women in senior management positions
​
•
Expanded Diversity, Equity, and Inclusion (“DE&I”) program by establishing an international DE&I framework
​
•
Achieved a ~40% reduction in serious injury and fatality or “SIF” incidents involving a LifeBelt breakdown compared to fiscal 2022(2)
​
Communities
•
Supported over 90 philanthropic organizations in fiscal 2023
​
•
Joined the Permian Strategic Partnership, a coalition of energy companies and higher education institutions, that works with local leaders to help foster school improvements, safer roads, quality healthcare, affordable housing, and workforce training for residents in the Permian Basin of New Mexico and Texas
​
•
Joined a three-pronged platform focused on energy innovation, which includes
​
(2)
See “Compensation Discussion and Analysis — Performance-Based Compensation Components — Company Strategic and Operational Performance Metrics” for more information on this safety performance goal and our safety program.
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•
funding and support to a non-profit startup seeking to establish and promote Tulsa and Oklahoma as a hub for new energy technology companies
​
•
an early stage venture capital fund committed to investing in regional companies developing energy technology, including those that advance energy transition
​
•
a program offering established energy companies support to accelerate their innovation agendas by connecting them with startup companies developing solutions aligned with research and development needs
​
Governance
•
Updated Corporate Governance Guidelines to reflect the Board’s role in overseeing the Company’s strategy, policies and performance related to environmental, health and safety, corporate social responsibility and sustainability matters
​
•
Board oversight of 2030 GHG emissions reduction target and quantitative scenario analysis aligned with the TCFD
​
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Corporate Governance
This section describes the role and
structure of H&P’s Board and our
corporate governance framework.
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Corporate Governance
The Board has adopted Corporate Governance Guidelines to address significant corporate governance issues. Our Corporate Governance Guidelines, as well as our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), our Amended and Restated By-laws (the “By-laws”), all Board committee charters, our Code of Business Conduct and Ethics (which is applicable to our Directors, officers, and employees), our Code of Ethics for Principal Executive Officer and Senior Financial Officers, and our Related Person Transaction Policies and Procedures, are available on our website, www.helmerichpayne.com/corporate-governance-information.
The information on our website is not incorporated by reference in this proxy statement. A printed copy of the above-mentioned documents will be provided without charge upon written request to our Corporate Secretary.
Our Corporate Governance Guidelines provide a framework for our corporate governance initiatives and cover topics such as director independence and selection and nomination of director candidates, communication with the Board, Board committee matters, and other areas of import. Certain highlights from our Corporate Governance Guidelines, as well as other corporate governance matters, are discussed below.
Board Committees
The Board is responsible for overseeing the Company’s business and affairs, providing guidance and insight to the Company’s management and effectively stewarding the long-term interests of the Company and its stockholders. The Board reviews significant developments affecting the Company and acts on matters requiring Board approval. The Chairman of the Board, the Lead Director, and the committee chairs set Board and committee agendas in advance of every meeting so that appropriate, relevant subjects, are covered with time for meaningful discussion. Directors receive comprehensive materials in advance of Board and committee meetings and are expected to review these materials before each meeting. The standing committees of the Board are the Audit Committee, the Human Resources Committee, and the Nominating and Corporate Governance Committee. Below is an overview of the members of each of the committees and the primary duties of each of the committees as of the date of this proxy statement.
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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: Thomas A. Petrie (Chair); Randy A. Foutch; Belgacem Chariag; José R. Mas​
​
​
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
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QUALIFICATIONS/INDEPENDENCE
•
All members of the Human Resources Committee are independent
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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
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Director Independence
Our Corporate Governance Guidelines provide that a majority of the Board must meet the requirements for being an independent director under the listing standards of the NYSE and applicable law, including the requirement that the Board affirmatively determine that the Director has no material relationship with us. To guide its determination of whether a Director is independent, the Board has adopted the following categorical standards:
A Director will not be independent if:
•
the Director is, or has been, within the last three years, a Company employee, or an immediate family member is, or has been within the last three years, an executive officer of the Company;
​
•
the Director has received, or an immediate family member has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from us, other than Director and committee fees and pension and other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);
​
•
the Director is a current partner or employee of a firm that is our internal or external auditor;
​
•
the Director has an immediate family member who is a current partner of a firm that is our internal or external auditor;
​
•
the Director has an immediate family member who is a current employee of a firm that is our internal or external auditor and who personally works on the Company’s audit;
​
•
the Director or an immediate family member was within the last three years a partner or employee of a firm that is our internal or external auditor and personally worked on our audit within that time;
​
•
the Director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee; or
​
•
the Director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000 or two percent of such other company’s consolidated gross revenues.
​
In addition, the following commercial and charitable relationships will not be considered material relationships that would impair a Director’s independence:
•
the Director (or an immediate family member of the Director) is, or during the last fiscal year has been, an affiliate or executive officer of another company (including banks or financial institutions) to which we were indebted, or to which such other company was indebted to us, during the last or current fiscal year and the total amount of indebtedness did not exceed two percent of the total consolidated assets of the indebted entity at the end of such fiscal year;
​
•
the Director (or an immediate family member of the Director) is, or during the last fiscal year has been, an executive officer, director, or trustee of a charitable organization where our annual discretionary charitable contributions to the charitable organization, in the last or current fiscal year, did not exceed the greater of $1,000,000 or two percent of that organization’s consolidated gross revenues;
​
•
the Director (or an immediate family member of a Director) is a member of, employed by, or of counsel to a law firm or investment banking firm that performs services for us, provided the payments made by us to the firm during a fiscal year do not exceed two percent of the firm’s gross revenues for the fiscal year, and the Director’s relationship with the firm is such that his or her compensation is not linked directly or indirectly to the amount of payments the firm receives from us; or
​
•
a relationship arising solely from a Director’s position as a director of another company that engages in a transaction with us will not be deemed a material relationship or transaction that would cause a Director to not be independent.
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A Director who is a member of our Audit Committee will not be independent if such Director: (i) other than in his or her capacity as a member of the Board, the Audit Committee, or any other Board committee, accepts directly or indirectly any consulting, advisory, or other compensatory fee from us or any subsidiary (except for retirement benefits to the extent permitted by applicable rules of the SEC); or (ii) is an affiliated person (as defined by the SEC) of us or any subsidiary. Similarly, in affirmatively determining the independence of any Director who will serve on the Human Resources Committee, the Board considers all factors specifically relevant to determining whether a Director has a relationship to the Company which is material to that Director’s ability to be independent from management in connection with the duties of a Human Resources Committee member, including, but not limited to: (i) the source of compensation of such Director, including any consulting, advisory, or other compensatory fee paid by the Company to such Director; and (ii) whether such Director is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company. For relationships that do not fall within the categories delineated above, the other Board will determine whether a relationship is material and, therefore, whether such Director would be independent.
In determining the independence of Mses. Bellinger and Killinger and Messrs. Chariag, Cramton, Foutch, Mas, Petrie, Robillard, and Zeglis, the Board considered, as previously disclosed, that in fiscal 2022, H&P made a $33 million investment in Galileo Holdco 2 Limited Technologies (“Galileo”) in the form of a convertible note and that Messrs. Foutch and Robillard are independent Directors of the parent company of Galileo (“Galileo Parent”). Messrs. Foutch and Robillard did not have a direct or indirect interest in this transaction. After applying the standards set forth above in our Corporate Governance Guidelines, the Board determined that Mses. Bellinger and Killinger and Messrs. Chariag, Cramton, Foutch, Mas, Petrie, Robillard, and Zeglis, our current, non-employee Directors, had no material relationship with the Company and that each is independent under our categorical standards and the requirements of the NYSE and applicable law, including, with respect to members of the Audit and Human Resources Committees, those applicable to such committee service. The Board also determined that Edward B. Rust, Jr. and Mary M. VanDeWeghe were independent under our categorical standards and the requirements of the NYSE and applicable law during the time each served as directors.
Board Leadership Structure
We believe that the most effective board structure is one that emphasizes board independence and ensures that the board’s deliberations are not dominated by management. With the exception of Messrs. Helmerich and Lindsay, our Board is composed entirely of independent Directors. Our Nominating and Corporate Governance Committee (“NCG Committee”), which is composed of our independent Directors only, regularly reviews the Board’s leadership structure to assist the Board in fulfilling its responsibility to provide independent oversight and management for the Company.
Our Corporate Governance Guidelines provide that if the Chairman of the Board (the “Chairman”) is not an independent director, then the independent directors will annually elect an independent director to serve as lead director (the “Lead Director”). The independent Directors designated Mr. Foutch to serve in the role of Lead Director in 2023. The independent directors believe that Mr. Foutch is well suited to serve as Lead Director given his significant managerial, operational and industry experience, as well as his experience in corporate governance. As a result of his broad-based and relevant background, as well as his deep knowledge of our business, the independent Directors believe Mr. Foutch is well-positioned as Lead Director to provide constructive, independent and informed guidance and oversight to management. As Lead Director, Mr. Foutch coordinates the activities of the other Independent Directors, presides at all executive sessions of the independent Directors when management is not present, may represent the Board in communications with stockholders and other stakeholders, and may provide input on the design of the Board itself. During fiscal 2023, our independent Directors met in executive session without management at each of the four regularly scheduled Board meetings. Mr. Foutch was presiding Director for all executive sessions. The Lead Director also performs other duties and responsibilities as determined from time to time by the Board.
The Company’s By-laws provide that, in general, any two or more offices may be held by the same person, including the offices of Chairman and Chief Executive Officer (“CEO”). Additionally, the office of Chairman may be held by an individual who is not an independent director. Currently, Mr. Hans Helmerich is the Chairman, and
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Mr. John W. Lindsay is the CEO. The Board believes that this flexibility in the allocation of the responsibilities of these two roles is beneficial and enables the Board to adapt the leadership function to changing circumstances.
Mr. Helmerich has served as a Director since 1987 and became the Chairman in 2012. He served as the Company’s CEO from 1989 until his retirement in 2014. He also was the Company’s President from 1987 to 2012. Mr. Helmerich, who has nearly 25 years of successful experience as CEO and possesses in-depth knowledge of the Company, its operations, and the evolving drilling and energy industry, has been responsible for providing guidance and leadership to the Board. Mr. Lindsay was promoted to President and Chief Operating Officer and was appointed to the Company’s Board of Directors in 2012 and succeeded Mr. Helmerich as CEO in 2014. Since joining the Company in 1987 as a drilling engineer, Mr. Lindsay has served in various management positions. Mr. Lindsay brings to the Board and the Company significant leadership, knowledge, and experience in the contract drilling industry.
At this time, the Board believes that the interests of all stockholders are best served by the leadership model described above. The Board believes the combined experience and knowledge of Messrs. Foutch, Helmerich, and Lindsay in their respective roles as Lead Director, Chairman, and CEO provides the Board and the Company with both strong, independent guidance, and continuity of leadership that will promote the Company’s continued success. We believe that the Board’s current leadership, committee structure, and strong governance practices help the Board oversee the Company’s risks, create a productive relationship between the Board and management, and promote strong independent oversight that benefits our stockholders.
Board Meeting Attendance
There were five meetings of the Board held during fiscal 2023, four of which were regularly scheduled. We require each Director to make a diligent effort to attend all Board and committee meetings as well as the Annual Meeting of Stockholders. All twelve of our then-sitting Directors attended the 2023 Annual Meeting of Stockholders. During fiscal 2023, no incumbent Director attended fewer than 75% of the aggregate of the total number of meetings of the Board and its committees of which he or she was a member (during the period for which he or she was a Director).
Director Identification, Evaluation, and Nomination
General Principles and Procedures
We believe that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, contributing to the Board’s ability to work as a collective body while giving us the benefit of familiarity and insight into our affairs that our Directors have accumulated during their tenure. Accordingly, the process for identifying nominees reflects our practice of re-nominating incumbent Directors who continue to satisfy the NCG Committee’s criteria for membership on the Board and the eligibility requirements of our By-laws, whom the NCG Committee believes continue to make important contributions to the Board, and who consent to continue their service on the Board.
In general, and as more fully outlined in the Corporate Governance Guidelines, in considering candidates for election at an Annual Meeting of Stockholders, the NCG Committee will:
•
consider if the Director continues to satisfy the minimum qualifications for director candidates as set forth in the Corporate Governance Guidelines;
​
•
assess the performance of the Director during the preceding term; and
​
•
determine whether there exists any special, countervailing considerations against re-nomination of the Director.
​
If the NCG Committee determines that (i) an incumbent Director consenting to re-nomination continues to be qualified and has satisfactorily performed his or her duties as Director during the preceding term, and (ii) there exists no reason, including considerations relating to the composition and functional needs of the Board as a whole, why in the NCG Committee’s view the incumbent Director should not be re-nominated, then the NCG Committee will, absent special circumstances, propose the incumbent Director for re-election.
The NCG Committee will identify and evaluate new candidates for election to the Board where it identifies a need to do so, including for the purpose of filling vacancies or a decision of the Directors to expand the size of the Board.
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The NCG Committee will solicit recommendations for nominees from persons that the NCG Committee believes are likely to be familiar with qualified candidates. The NCG Committee may also determine to engage a professional search firm to assist in identifying qualified candidates. The Committee is committed to including in each search candidates who reflect diverse backgrounds, including diversity of gender and race.
As to each recommended candidate that the NCG Committee believes merits consideration, the NCG Committee will:
•
cause to be assembled information concerning the background and qualifications of the candidate;
​
•
determine if the candidate satisfies the minimum qualifications required by our Corporate Governance Guidelines and the eligibility requirements of our By-laws;
​
•
determine if the candidate possesses any of the specific qualities or skills that the NCG Committee believes must be possessed by one or more members of the Board;
​
•
consider the contribution that the candidate can be expected to make to the overall functioning of the Board; and
​
•
consider the extent to which the membership of the candidate on the Board will promote diversity among the Directors.
​
Based on all available information and relevant considerations, the NCG Committee will select and recommend to the Board a candidate who, in the view of the NCG Committee, is most suited for membership on the Board. Retaining a diverse Board remains an important consideration as the NCG Committee considers future appointments.
Stockholder Recommendations
The NCG Committee considers recommendations for Director candidates submitted by holders of our shares entitled to vote generally in the election of Directors. Candidates for Director who are properly recommended by our stockholders will be evaluated in the same manner as any other candidate for Director. In addition, the NCG Committee may consider the number of shares held by the recommending stockholder and the length of time such shares have been held.
For each Annual Meeting of Stockholders, the NCG Committee will accept for consideration only one recommendation from any stockholder or affiliated group of stockholders. The NCG Committee will only consider recommendations of nominees for Director who satisfy the minimum qualifications prescribed by our Corporate Governance Guidelines and the eligibility requirements of our By-laws. For a stockholder recommended candidate to be considered by the NCG Committee, the stockholder recommendation must be submitted in writing before our fiscal year-end to:
​
Helmerich & Payne, Inc.
Attention: Corporate Secretary
1437 South Boulder Avenue,
Suite 1400
Tulsa, Oklahoma 74119
​
and must include the reasons for the recommendation, a description of the candidate’s qualifications and the candidate’s written consent to being considered as a Director nominee, together with a statement of the number of shares of our stock beneficially owned by the stockholder making the recommendation and by any other supporting stockholders (and their respective affiliates). The NCG Committee may require the stockholder submitting the recommendation or the recommended candidate to furnish such other information as the NCG Committee may reasonably request.
Stockholder Nominations
Our By-laws provide that stockholders meeting certain requirements may nominate persons for election to the Board of Directors if such stockholders comply with the procedures set forth in our By-laws.
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For more information on stockholder nominations, see “Additional Information — Stockholder Proposals and Nominations.”
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Director Qualification Standards
All persons nominated to serve as one of our Directors should possess the following minimum qualifications more fully discussed in our Corporate Governance Guidelines. Specifically, all candidates:
•
must be individuals of personal integrity and ethical character;
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•
should be free of conflicts of interest that would materially impair his or her judgment;
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•
must be able to represent fairly and equally all of our stockholders;
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•
must have demonstrated achievement in business, professionally, or the like;
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•
must have sound judgment;
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•
must have a general appreciation regarding major issues facing public companies of a size and operational scope similar to ours;
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•
must have, and be prepared to devote, adequate time to the Board and its committees; and
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•
must not conflict with any term or age limits for Directors.
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The NCG Committee will also oversee nominations such that:
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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;
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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
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at least some of the independent Directors have experience as senior executives of a public or substantial private company.
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Our Corporate Governance Guidelines also provide, in lieu of a formal diversity policy, that as part of the nomination process, the NCG Committee will consider diversity in professional background, experience, expertise, perspective, age, gender, and ethnicity with respect to Board composition as a whole. With respect to diversity, we place particular emphasis on identifying candidates whose experiences and talents complement and augment those of other Board members with respect to matters of importance to the Company. We attempt to balance the composition of the Board to promote comprehensive consideration of issues. Our current Board composition achieves this through widely varying levels and types of business and industry experience among current Board members. We monitor the composition and functioning of our Board and committees through both an annual review of our Corporate Governance Guidelines and a self-evaluation process undertaken each year by our Directors.
The foregoing qualification attributes are only threshold criteria, however, and the NCG Committee will also consider the contributions that a candidate can be expected to make to the collective functioning of the Board based upon the totality of the candidate’s credentials, experience, and expertise, the composition of the Board at the time, and other relevant circumstances.
Consideration of Outside Commitments
Our Corporate Governance Guidelines provide that Directors must have, and be prepared to devote, adequate time to the Board and its committees and that each Director is expected to make a diligent effort to attend all meetings of the Board and any committees on which he or she serves, as well as the Annual Meeting of Stockholders. To help the Board monitor compliance with the above, the Corporate Governance Guidelines provide that Directors should advise the Chairperson of the Board and the Chairperson of the NCG Committee in advance of accepting an invitation to serve on another public company board. While we do not have a policy limiting the specific number of other public company boards on which a Director may serve, the NCG Committee considers the number of other public company boards and other boards (or comparable governing bodies) of which the Director is a member when evaluating incumbent Directors and director candidates. In considering whether to nominate the Director nominees for election at the Annual Meeting, the NCG Committee and the Board took into account each Director’s public
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company leadership positions and other outside commitments and determined that all of the Director nominees have adequate time to devote to the Board and its committees. As part of this review, the NCG Committee and the Board considered that currently no Director serves on more than one other public company board. Our NCG Committee reviews this policy as part of its annual review of our Corporate Governance Guidelines. We also review the overboarding policies of our institutional investors on an ongoing basis.
Annual Performance Evaluation
The Board and each of its committees conducts an annual self-evaluation and the Nominating and Corporate Governance Committee conducts an annual evaluation of the Board as whole, which is discussed with the full Board. The assessment focuses on the Board’s composition, processes, performance, and committee structure, and areas in which the Board, its committees, or management can improve.
Director Orientation and Continuing Education
Each new Director participates in the Company’s orientation program, which includes familiarizing new Directors with the Company’s strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Ethics, its principal officers, and its internal and independent auditors. Additionally, the Board has a continuing education policy which encourages Directors to periodically attend third-party facilitated education programs, including, but not limited to, those relating to corporate governance and the Director’s specific responsibilities on the Board. Directors are also expected to maintain professional credentials and memberships which relate to their specific responsibilities on the Board.
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Directors
This section describes the experience
and qualifications of Director nominees and how our Board members are compensated.
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Director Nominees
The information that follows, including principal occupation or employment for the past five or more years and summary of each individual’s experience, qualifications, attributes, or skills that have led to the conclusion that each individual should serve as a Director in light of our current business and structure, is furnished with respect to each nominee. See also “Proxy Summary — Helmerich & Payne’s Board of Directors — Director Skills and Experiences,” which summarizes some of the skills and qualifications of each individual director.
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Delaney M. Bellinger​
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Age: 65
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Director Since: 2018
​ ​
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. ​
​ Ms. Bellinger serves on the board of Texas TicKids, a non-profit organization that enhances children’s lives by allowing them to fill unused event seats. ​
​ Other Public Company Boards (within the past five years): ​
​
•
None
​
 ​
​ 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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Belgacem Chariag
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Age: 61
​ ​
Director Since: 2021
​ ​
Committees:
Human Resources
Nominating and Corporate Governance
​
 ​
​ Career Highlights ​
​ Mr. Chariag served as President and Chief Executive Officer of Ecovyst, Inc. (formerly PQ Group Holdings), a global provider of specialty catalysts, materials, chemicals, and services, from August 2018 to April 2022 and as Chairman of the Board of Ecovyst from December 2019 to April 2022. He also served as a director and Chairman of the Board of Ecovyst’s, Zeolyst International, a joint venture of Ecovyst and Shell Catalyst & Technologies that produces zeolite powders, catalysts, and absorbents, from 2018 to April 2022. Mr. Chariag served as Chief Global Operations Officer for Baker Hughes Company, a worldwide energy technology company, from July 2017 to January 2018, as President Global Operations from May 2016 to June 2017, Chief Integration Officer from December 2014 to April 2016, President Global Products and Services from October 2013 to December 2014, and President Eastern Hemisphere from May 2009 to September 2013. Prior to joining Baker Hughes, Mr. Chariag held a variety of leadership and management roles for Schlumberger Limited, a global oilfield services company, including serving as Vice President of Health, Safety, Environment, and Security. ​
​ Mr. Chariag is the co-founder and serves on the board of Tunisian Talents United, a non-profit organization that identifies, attracts, develops and mentors Tunisia’s greatest young talents and potential future leaders. ​
​
Other Public Company Boards (within past five years)
•
Harbour Energy, Plc. (2023 – present)
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•
Ecovyst, Inc. (2019 – 2022)
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 ​
​ Key Qualifications and Expertise ​
​ Mr. Chariag brings to the Board executive leadership, strategic planning, and global business operations experience through his service as a chairman and chief executive officer of an international public company and his tenure as an executive at other global companies. He also brings a deep knowledge of health, safety, and environmental matters through his leadership position in that area at a large global oilfield services company. ​
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Kevin G. Cramton
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Age: 64
​ ​
Director Since: 2017
​ ​
Committees:
Audit
Nominating and Corporate Governance
​
 ​
​ Career Highlights ​
​ Mr. Cramton has been an executive partner of HCI Equity Partners, a private equity firm, since 2019, having previously served as operating partner from 2016 to 2019. From 2019 to 2023, he served as Chairman of the Board and Chief Executive Officer of Tribar Technologies, Inc., a designer and manufacturer of automotive trim components. He previously served as Executive Chairman of the Board of Atlantix Global Systems, an information technology decommissioning and services company, from 2016 to 2017. Mr. Cramton served from 2012 to 2015 as the Chief Executive Officer of Cardone Industries, a re-manufacturer of automotive aftermarket components. He served as Chief Executive Officer of Revstone Industries, LLC, a designer and manufacturer of automotive components from 2011 to 2012, and as Managing Director of RHJ International (Ripplewood Holdings), a publicly traded, investment holding company, from 2007 to 2011. Prior to joining RHJ International, Mr. Cramton held various roles of increasing responsibility at Ford Motor Company, including Director, Corporate Business Development, with responsibilities for Ford’s merger and acquisition activity. ​
​ Other Public Company Boards (within past 5 years) ​
​
•
Apeiron Capital Investment Corp. (2021 – 2023)
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 ​
​ Key Qualifications and Expertise ​
​ Mr. Cramton brings to the Board executive leadership, risk management, accounting and finance, and private equity and capital markets experience as well as diverse industries perspective through his service as a chief executive officer of companies engaged in the design and manufacture of automotive components and his service as an executive of investment and private equity firms. ​
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Randy A. Foutch
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Age: 72
​ ​
Director Since: 2007
​ ​
Committees:
Human Resources
Nominating and Corporate Governance (C)
​
 ​
​ Career Highlights ​
​ In 2006, Mr. Foutch founded Laredo Petroleum, Inc. (now known as Vital Energy, Inc.), a publicly traded, Permian basin focused oil and natural gas exploration and production company, where he served as Chief Executive Officer from 2006 to 2019 and as a Director and Chairman of the Board until 2020. He also founded and served in executive roles with the oil and natural gas exploration companies Colt Resources Corp., Latigo Petroleum, Inc., and Lariat Petroleum, Inc. prior to their sales. Mr. Foutch served as a Director of Bill Barrett Corporation, a publicly traded oil and natural gas exploration company, from 2006 to 2011, MacroSolve, Inc., a provider of mobile data and video business solutions, from 2006 to 2008, and Cheniere Energy, Inc., a producer and exporter of liquified natural gas in the United States, from 2013 to 2015. Mr. Foutch is a member of the advisory board of Pattern Computer, LLC, a developer of machine learning and artificial intelligence engines for complex data analytics applications. He also serves as an independent Director of Galileo Holdco 1 Limited, a company specializing in liquification, natural gas compression and re-gasification modular systems and technologies, and is a member of the board of Citizen Energy, a private oil and natural gas company focused on developing horizontal play concepts in the onshore region of the United States. Mr. Foutch currently provides strategic consulting services to one of the largest family offices in the United States and previously provided consulting services to Warburg Pincus, a large global private equity firm. Mr. Foutch is an active member of the National Association of Corporate Directors and is Directorship Certified®. ​
​ Mr. Foutch is a member of the National Petroleum Council, a federally chartered committee that advises the Secretary of Energy with respect to oil and natural gas matters. He also serves on the MD Anderson Cancer Center Board of Visitors and the boards of the C.M. Russell Museum and the National Museum of Wildlife Art. Mr. Foutch is a recipient of the EY Entrepreneur of the Year Award and the American Association of Petroleum Public Service Award. ​
​ Other Public Company Boards (within past five years) ​
​
•
Laredo Petroleum, Inc. (2006 – 2020)
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 ​
​ Key Qualifications and Expertise ​
​ Mr. Foutch brings to the Board executive leadership, private equity and capital markets, risk management, and strategic planning experience, as well as deep insights into the oil and natural gas industry, as a founder, executive officer, and director of large energy companies. ​
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Hans Helmerich
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Age: 65
​ ​ Director Since: 1987
Chairman Since: 2012 		​ ​
Committees:
None
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 ​
​ Career Highlights ​
​ Mr. Helmerich has been a Director of the Company since 1987 and Chairman of the Board since 2012. He served as Chief Executive Officer of the Company from 1989 to 2014 and President from 1987 to 2012. Mr. Helmerich also served as a Director of Northwestern Mutual Life Insurance Company, a financial planning, life insurance, investment services company, from 2006 to 2020. ​
​ In 2023, Mr. Helmerich was inducted into the Hart Energy Hall of Fame. ​
​ Other Public Company Boards ​
​
•
Coterra Energy, Inc. (2021 – present)
​
 ​
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•
Cimarex Energy Co. (2002 – 2021)
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 ​
​ Key Qualifications and Expertise ​
​ Mr. Helmerich brings to the Board executive leadership, risk management, diverse industries, and global business experience as well and deep oil and gas industry experience through his 25 years as the Company’s Chief Executive Officer and his service on other boards. He also brings proven strategic planning experience, demonstrated by the Company’s innovation, significant growth, and positive performance under his leadership. ​
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Elizabeth R. Killinger
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Age: 54
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Director Since: 2023
​ ​
Committees:
Audit
Nominating and Corporate Governance
​
 ​
​ Career Highlights ​
​ Ms. Killinger has served as Executive Vice President, NRG Home, of NRG Energy, Inc. since 2016. NRG’s Home division provides residential power and gas services to millions of customers through multiple brands and channels in the United States and Canada. Ms. Killinger has over 30 years of domestic and international experience in the energy and services industries, including 20 years with NRG and its predecessors. Prior to joining NRG, Ms. Killinger spent a decade providing strategy, management and systems consulting to energy, oilfield services, and retail distribution companies across the U.S. and Europe. ​
​ Ms. Killinger serves on the Board of Directors of Texas Dow Employees Credit Union and the Energy Advisory Board and the Board of the Bauer Business School at the University of Houston. She also serves on the boards of directors of several non-profit organizations, including the Greater Houston Partnership, a non-profit organization focused on economic development of the Greater Houston area, and Junior Achievement of Southeast Texas, a non-profit organization that provides experiential educational programs to K-12 students. ​
​ Other Public Company Boards (within past five years) ​
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•
None
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 ​
​ Key Qualifications and Expertise ​
​ Ms. Killinger brings to the Board executive leadership, risk management, information technology, and strategic planning knowledge and experience as an executive of a large residential power and gas services company and through her tenure providing management and systems consulting services to the energy, oilfield services, and retail distribution industries. ​
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John W. Lindsay
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Age: 63
​ ​ CEO Since: 2014
President Since: 2012 		​ ​
Committees:
None
​
 ​
​ Career Highlights ​
​ Mr. Lindsay has served as President of the Company since 2012 and Chief Executive Officer of the Company since 2014. He has also been a Director of the Company since 2012. Mr. Lindsay joined the Company in 1987 and has served in various positions of increasing responsibility, including President and Chief Operating Officer of the Company from 2012 to 2014, Executive Vice President and Chief Operating Officer of the Company from 2010 to 2012, Executive Vice President, U.S. and International Operations of Helmerich & Payne International Drilling Co., from 2006 to 2010, and Vice President, U.S. Land Operations from 1997 to 2006. ​
​ Other Public Company Boards (within past five years) ​
​
•
Arcosa, Inc. (2018 – present)
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 ​
​ Key Qualifications and Expertise ​
​ Mr. Lindsay brings to the Board executive leadership, strategic planning, and environmental, health and safety experience, as well as deep knowledge and experience in the oil and gas industry through his 35-year career and leadership positions with the Company. He also provides management a representative on the Board with extensive knowledge of the Company’s operations as the Board oversees management’s strategy, planning and performance. ​
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​ ​ José R. Mas ​
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Age: 52
​ ​
Director Since: 2017
​ ​
Committees:
Human Resources
Nominating and Corporate Governance
​
 ​
​ Career Highlights ​
​ Mr. Mas has served as the Chief Executive Officer of MasTec, Inc., a large public infrastructure services provider operating primarily throughout North America across a range of industries, since 2007, and as a member of its Board of Directors since 2001. He served as MasTec’s President from 2007 to 2010, Vice Chairman of the Board of Directors and Executive Vice President – Business Development from 2001 to 2007, and led MasTec’s Communications Service Operation from 1999 to 2001. Mr. Mas joined MasTec, Inc. in 1992. ​
​ Mr. Mas received the EY National Entrepreneur of the Year award in 2011 and 2012. ​
​ Other Public Company Boards ​
​
•
MasTec, Inc. (2001 – present)
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 ​
​
•
American Virtual Cloud Technologies, Inc. (2017 – 2020)
​
 ​
​ Key Qualifications and Expertise ​
​ Mr. Mas brings to the Board executive leadership, diverse industries, private equity and capital markets, risk management, and strategic planning experience through his service as a chairman and chief executive officer of a large public company. ​
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Thomas A. Petrie
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Age: 78
​ ​
Director Since: 2012
​ ​
Committees:
Human Resources (C)
Nominating and Corporate Governance
​
 ​
​ Career Highlights ​
​ Mr. Petrie served as Chairman of Petrie Partners, LLC, an investment banking firm that offers financial advisory services to the oil and gas industry, from 2012 to 2023. In 1989, he co-founded Petrie Parkman & Co., a firm specializing in investment banking services for the oil and gas industry, and served as its Chairman and Chief Executive Officer from 1989 to 2006. Mr. Petrie served as a Vice Chairman of Merrill Lynch from 2006 to 2009 and as Vice Chairman of Bank of America from 2009 to 2012. Mr. Petrie has been an active advisor on more than $250 billion of energy-related mergers and acquisitions. ​
​ Mr. Petrie serves on the Board of Trustees of the Denver Art Museum and the Board of Directors of the C.M. Russell Museum. In 2023, Mr. Petrie was inducted into the Hart Energy Hall of Fame. ​
​ Other Public Company Boards (within past five years) ​
​
•
None
​
 ​
​ Key Qualifications and Expertise ​
​ Mr. Petrie brings to the Board executive leadership, global business, and oil and gas industry experience as well as extensive experience in strategic planning and private equity and capital markets through his executive positions at investment banking and advisory firms. ​
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Donald F. Robillard, Jr.
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Age: 72
​ ​
Director Since: 2012
​ ​
Committees:
Audit (C)
Nominating and Corporate Governance
​
 ​
​ Career Highlights ​
​ Mr. Robillard served as a Director and the Executive Vice President, Chief Financial Officer, and Chief Risk Officer of Hunt Consolidated, Inc. (“Hunt”), a private international holding company with interests in oil and gas exploration and production, refining, real estate development, private equity investments, and ranching, from 2015 to 2017. In 2020, Mr. Robillard joined the Board of RRH Corporation, the holding company for all Hunt subsidiaries. Mr. Robillard joined Hunt in 1983, serving in domestic and international accounting positions of increasing responsibility, and was elected Senior Vice President and Chief Financial Officer in 2007. He also served as Chief Executive Officer and Chairman of ES Xplore, LLC, a direct hydrocarbon indicator company and subsidiary of Hunt, from 2016 to 2017. Mr. Robillard formed Robillard Consulting, LLC, an oil and gas advisory firm, in 2018. Mr. Robillard has served as an independent Director of Galileo Holdco 1 Limited since 2020. ​
​ Mr. Robillard is a Certified Public Accountant and a member of Financial Executives International. He also serves on the Advisory Board of The Institute for Excellence in Corporate Governance at the University of Texas at Dallas. Mr. Robillard is also an active member of the National Association of Corporate Directors and is Directorship Certified®. ​
​ Other Public Company Boards (within past five years) ​
​
•
Cheniere Energy, Inc. (2014 – present)
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 ​
​ Key Qualifications and Expertise ​
​ Mr. Robillard brings to the Board executive leadership, global business, private equity and capital markets, risk management, oil and gas industry, and strategic planning experience, as well as extensive experience in finance and accounting through his service as a chief financial and risk officer of a large private company in the energy sector and his service on the board of directors of a large public energy company. ​
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John D. Zeglis
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Age: 76
​ ​
Director Since: 1989
​ ​
Committees:
Audit
Nominating and Corporate Governance
​
 ​
​ Career Highlights ​
​ Mr. Zeglis served as Chief Executive Officer and Chairman of the Board of AT&T Wireless Services, Inc., a wireless telecommunications carrier, from 1999 to 2004. He served as President of AT&T Corporation, a global provider of telecommunications and technology services, from December 1997 to July 2001, Vice Chairman from June 1997 to November 1997, General Counsel and Senior Executive Vice President from 1996 to 1997, and Senior Vice President and General Counsel from 1986 to 1996. Mr. Zeglis has served on the Board of Directors for the The Duchossois Group, a privately-held, family business, since 2010. ​
​ Other Public Company Boards (within past five years) ​
​
•
None
​
 ​
​ Key Qualifications and Expertise ​
​ Mr. Zeglis brings to the Board executive leadership, diverse industries, global business, and risk management experience as well as extensive legal expertise and experience through his service a chief executive officer and general counsel of large telecommunications providers. ​
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Transactions with Related Persons, Promoters, and Certain Control Persons
The Company has adopted written Related Person Transaction Policies and Procedures. The Audit Committee is responsible for applying such policies and procedures. The Audit Committee reviews all transactions, arrangements, or relationships in which the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, the Company is a participant, and any related person has or will have a direct or indirect material interest. In general, a related person is any Company, executive officer, Director, or nominee for election as a Director, any greater than five percent beneficial owner of our common stock, and immediate family members of any of the foregoing.
The Audit Committee applies the applicable policies and procedures by reviewing the material facts of all interested transactions that require the Audit Committee’s approval and either approves or disapproves of the entry into the interested transaction, subject to the exceptions described below. Any member of the Audit Committee who is a related person with respect to a transaction under review may not vote with respect to the approval of the transaction. In determining whether to approve or ratify an interested transaction, the Audit Committee takes into account, among other factors it deems appropriate, the nature of the related person’s interest in the interested transaction, the material terms of the interested transaction including whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the materiality of the related person’s direct or indirect interest in the interested transaction, the materiality of the interested transaction to us, the impact of the interested transaction on the related person’s independence (as defined in our Corporate Governance Guidelines and the NYSE listing standards), and the actual or apparent conflict of interest of the related person participating in the transaction (as contemplated under our Code of Business Conduct and Ethics). The following transactions are deemed to be pre-approved under the applicable policies and procedures:
(i)
Director and executive officer compensation otherwise required to be disclosed in our proxy statement,
​
(ii)
transactions where all of our stockholders receive proportional benefits,
​
(iii)
certain banking-related services, and
​
(iv)
transactions available to our employees generally.
​
There are no related person transactions required to be reported in this proxy statement.
Our Risk Management Program and the Board’s Role in Risk Oversight
The Board and its committees have direct oversight of the risk management functions of the Company. We maintain an enterprise risk management program designed to identify, monitor, assess, and mitigate significant risks facing the Company.
Board of Directors
At each regular meeting, the Board reviews the Company’s financial condition and results of operations, hears reports concerning factors that could affect the business in the future, and receives a report on the most significant risks facing the Company. The Board annually approves a capital budget, with subsequent approval required for any significant variations. In addition, the Board receives information from management concerning operations, safety, legal, regulatory, insurance, finance, strategy, environmental, social, and governance matters, as well as information regarding any material risks associated with each of the foregoing. The full Board (or the appropriate Board committee if the Board committee is responsible for the oversight of the matter) receives this information through updates from the appropriate members of management to enable it to understand and monitor the Company’s risk management practices. When a Board committee receives an update, the chairperson of the relevant Board committee reports on the discussion to the full Board at the next Board meeting. This enables the Board and its committees to coordinate their oversight of risks facing the Company.
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Human Resources Committee
Consulting with its compensation consultant and with management, the Human Resources Committee establishes performance goals for the Company’s various compensation plans. These performance goals are intended to drive behavior that does not encourage or result in any material risk of adverse consequences to the Company and/or its stockholders. Further information concerning the Human Resource Committee’s role in risk management with respect to compensation can be found in “Compensation Discussion and Analysis — Compensation Risk Assessment.” The Human Resources Committee also reviews risks, strategies, and policies related to human capital management.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee also has a role in risk oversight for the Company, including, but not limited to, overseeing management succession planning and assessing corporate governance on a periodic basis. The Nominating and Corporate Governance Committee is also responsible for Director succession planning, which includes efforts to mitigate risks associated with the loss of expertise and leadership at the Board level.
Audit Committee
The Audit Committee plays a significant role in oversight of risks associated with the Company’s financial performance, internal and external audit functions, legal and tax contingencies, cybersecurity, physical security, and other exposures. We have dedicated teams to address cybersecurity threats, including an incident and response team, a security operations team, and a cybersecurity architect responsible for overall strategy; the Audit Committee receives an update on cybersecurity matters quarterly. The Company’s independent auditors, Chief Financial Officer, Chief Legal and Compliance Officer, Chief Accounting Officer, Vice President of Internal Audit, General Counsel, Senior Vice President of Information Technologies and Engineering, Director of IT Governance and Response, Director of Risk Management and Insurance, Senior Manager of Compliance, Director of Global Security, and Tax Director report to the Audit Committee at each regular quarterly meeting. The Audit Committee reviews and approves the annual internal audit plan and also receives reports on all internal audits. The Audit Committee also reviews and discusses with management the Company’s processes and policies with respect to risk assessment and risk management, including the Company’s enterprise risk management program.
Enterprise Risk Management Program
Our enterprise risk management program is designed to identify and monitor risks to the Company, assess the Company’s risk mitigation plans, and consult on further measures that can be taken to address new and existing risks. Our Enterprise Risk Management Committee, which meets quarterly, is comprised of our executive officers, Senior Vice President of Information Technologies and Engineering, Chief Accounting Officer, Vice President of Internal Audit, and Corporate Secretary. Our Risk Management and Insurance Department is responsible for the implementation of our enterprise risk management program and maintains a register of risks and initiates reviews and assessments. The Director of Risk Management and Insurance reports to the Audit Committee and full Board quarterly.
Communication with the Board
The Board has established several means for employees, stockholders, and other interested persons to communicate their concerns to the Board, including our Lead Director or non-management Directors as a group. If the concern relates to our financial statements, accounting practices, or internal controls, the concern may be submitted in writing to the Chairperson of the Audit Committee in care of our Corporate Secretary at our headquarters address. If the concern relates to our governance practices, business ethics, or corporate conduct, the concern may be submitted in writing to the Lead Director and/or the Chairperson of the Nominating and Corporate Governance Committee in care of our Corporate Secretary at our headquarters address. If the concern is intended for the non-management presiding Director or the non-management Directors as a group, the concern may be submitted in writing to such presiding Director or group in care of our Corporate Secretary at our headquarters address. If the employee, stockholder, or other interested person has an unrelated concern or is unsure as to which category his or her concern
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relates, he or she may submit it in writing to the Board or any one of the Directors in care of our Corporate Secretary at our headquarters address. Our headquarters address is:
​
Helmerich & Payne, Inc.
1437 South Boulder Avenue
Suite 1400
Tulsa, Oklahoma 74119
​
Each communication intended for any management or non-management Director(s) or for the entire Board and received by the Corporate Secretary that is related to our operations will be promptly forwarded to the specified party.
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Director Compensation for Fiscal 2023
For fiscal 2023, the non-employee Directors received the following compensation:
​
Role
​ ​
Quarterly Retainer
($)
​
​ 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 ​ ​
​
Non-Employee Director Annual Restricted Stock Grant
​ ​
Intended Value
on the Date of Grant
($)
​
​ Chairman of the Board ​ ​ ​ ​ 270,000 ​ ​
​ Other Non-Employee Directors ​ ​ ​ ​ 180,000 ​ ​
Non-employee Director compensation was reviewed during fiscal 2023, and no changes were made to the above amounts. All non-employee Directors are also reimbursed for expenses incurred in connection with attending Board meetings and Board committee meetings. Directors who are also employees do not receive additional compensation for serving on the Board. Restricted stock is the sole form of stock-based compensation awarded to Directors.
Director Deferred Compensation Plan
All non-employee Directors may participate in our Director Deferred Compensation Plan (the “Director Plan”), under which each Director may defer all or a portion of his or her cash and stock compensation. Participating Directors may direct deferred cash compensation into an interest investment alternative (which accrues at a rate equal to prime plus one percent) or a stock unit investment alternative (under which the Director’s account is credited with a number of stock units determined by dividing the Director’s deferred compensation amount by the fair market value of one share of our common stock on the deferral date, and which stock units then increase or decrease in value based on changes in our stock price and dividends paid on our common stock). Deferred stock compensation must be deferred into the stock unit investment alternative. Subject to limited emergency withdrawals and distributions upon a change-in-control event, all distributions from the Director Plan are made in cash upon the Director’s separation from service.
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Director Compensation Table
The following table shows the compensation of the members of the Board who served at any time during fiscal 2023, other than Mr. Lindsay, whose compensation as a named executive officer is set forth in the Summary Compensation Table.
​
Name
​ ​
Fees Earned
or Paid in
Cash(1)
($)
​ ​
Stock
Awards(2)
($)
​ ​
All Other
Compensation(3)
($)
​ ​
Total
($)
​
​ Delaney M. Bellinger ​ ​ ​ ​ 105,000 ​ ​ ​ ​ ​ 179,967 ​ ​ ​ ​ ​ 8,662 ​ ​ ​ ​ ​ 293,629 ​ ​
​ Belgacem Chariag ​ ​ ​ ​ 100,000 ​ ​ ​ ​ ​ 179,967 ​ ​ ​ ​ ​ 8,662 ​ ​ ​ ​ ​ 288,629 ​ ​
​ Kevin G. Cramton ​ ​ ​ ​ 105,000 ​ ​ ​ ​ ​ 179,967 ​ ​ ​ ​ ​ 8,662 ​ ​ ​ ​ ​ 293,629 ​ ​
​ Randy A. Foutch ​ ​ ​ ​ 140,000 ​ ​ ​ ​ ​ 179,967 ​ ​ ​ ​ ​ 8,662 ​ ​ ​ ​ ​ 328,629 ​ ​
​ Hans Helmerich ​ ​ ​ ​ 150,000 ​ ​ ​ ​ ​ 269,972 ​ ​ ​ ​ ​ 12,993 ​ ​ ​ ​ ​ 432,965 ​ ​
​ Elizabeth R. Killinger(4) ​ ​ ​ ​ 44,226 ​ ​ ​ ​ ​ 120,317 ​ ​ ​ ​ ​ 1,646 ​ ​ ​ ​ ​ 166,189 ​ ​
​ José R. Mas ​ ​ ​ ​ 100,000 ​ ​ ​ ​ ​ 179,967 ​ ​ ​ ​ ​ 8,662 ​ ​ ​ ​ ​ 288,629 ​ ​
​ Thomas A. Petrie ​ ​ ​ ​ 115,000 ​ ​ ​ ​ ​ 179,967 ​ ​ ​ ​ ​ 8,662 ​ ​ ​ ​ ​ 303,629 ​ ​
​ Donald F. Robillard, Jr. ​ ​ ​ ​ 135,000(5) ​ ​ ​ ​ ​ 179,967 ​ ​ ​ ​ ​ 8,662 ​ ​ ​ ​ ​ 323,629 ​ ​
​ Edward B. Rust, Jr(6) ​ ​ ​ ​ 26,250 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 4,591 ​ ​ ​ ​ ​ 30,841 ​ ​
​ Mary M. VanDeWeghe(6) ​ ​ ​ ​ 25,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,296 ​ ​ ​ ​ ​ 27,296 ​ ​
​ John D. Zeglis ​ ​ ​ ​ 105,000 ​ ​ ​ ​ ​ 179,967 ​ ​ ​ ​ ​ 8,662 ​ ​ ​ ​ ​ 293,629 ​ ​
(1)
Regular cash retainers, committee chair fees and lead director fees are paid quarterly in March, June, September, and December.
​
(2)
Includes restricted stock and restricted stock deferred to stock units under our Director Plan. The amounts included in this column represent the aggregate grant date fair value of restricted stock determined pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For additional information, including valuation assumptions with respect to the grants, refer to note 11, “Stock-Based Compensation,” to our audited financial statements for the fiscal year ended September 30, 2023, included in our Annual Report on Form 10-K filed with the SEC on November 8, 2023 (the “2023 Form 10-K”).
​
(3)
Amounts in this column reflect dividends on restricted stock and dividends credited on stock units under the Director Plan and do not include any perquisites or other personal benefits, the aggregate amount of which with respect to any Director, does not exceed $10,000.
​
(4)
Ms. Killinger was appointed to the Board on June 30, 2023.
​
(5)
Mr. Robillard elected to defer $22,500 of his fiscal 2023 cash retainer under the Director Deferred Plan. Deferred cash is considered fully vested at all times.
​
(6)
Mr. Rust’s and Ms. VanDeWeghe’s last day of service on the Board was February 28, 2023 as neither stood for re-election at the 2023 Annual Meeting of Stockholders.
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Outstanding Equity Awards At Fiscal 2023 Year-End (Directors)
The following table provides information on the aggregate number of unvested shares or stock units and unexercised options outstanding for each non-employee Director as of September 30, 2023.
​
Name
​ ​
Aggregate Number of Unvested Shares
or Stock Units Outstanding as of
September 30, 2023(#)(1)
​ ​
Aggregate Option Awards
Outstanding as of September 30,
2023(#)(2)
​
​ Delaney M. Bellinger ​ ​ ​ ​ 4,197(3) ​ ​ ​ ​ ​ 2,926 ​ ​
​ Belgacem Chariag ​ ​ ​ ​ 4,197(4) ​ ​ ​ ​ ​ — ​ ​
​ Kevin G. Cramton ​ ​ ​ ​ 4,197(4) ​ ​ ​ ​ ​ 12,613 ​ ​
​ Randy A. Foutch ​ ​ ​ ​ 4,197(3) ​ ​ ​ ​ ​ 37,659 ​ ​
​ Hans Helmerich ​ ​ ​ ​ 6,296(4) ​ ​ ​ ​ ​ 48,860 ​ ​
​ Elizabeth R. Killinger(5) ​ ​ ​ ​ 3,394(4) ​ ​ ​ ​ ​ — ​ ​
​ José R. Mas ​ ​ ​ ​ 4,197(4) ​ ​ ​ ​ ​ 12,613 ​ ​
​ Thomas A. Petrie ​ ​ ​ ​ 4,197(4) ​ ​ ​ ​ ​ 37,659 ​ ​
​ Donald F. Robillard, Jr. ​ ​ ​ ​ 4,197(3) ​ ​ ​ ​ ​ 37,659 ​ ​
​ Edward R. Rust ​ ​ ​ ​ — ​ ​ ​ ​ ​ 37,659 ​ ​
​ Mary M. VanDeWeghe ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ John D. Zeglis ​ ​ ​ ​ 4,197(4) ​ ​ ​ ​ ​ 37,659 ​ ​
(1)
Represents shares of restricted stock or stock units deferred pursuant to the Director Plan, which were granted on March 1, 2023, and vest on the one-year anniversary of the grant date.
​
(2)
Represents vested and exercisable stock options. No stock options were awarded in fiscal 2023, and no Director holds any unvested and unexercisable stock options.
​
(3)
Represents unvested stock units deferred pursuant to the Director Plan.
​
(4)
Represents restricted stock.
​
(5)
Ms. Killinger’s restricted stock award was prorated based on her appointment to the Board on June 30, 2023.
​
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PROPOSAL 1
ELECTION OF DIRECTORS​
​
At the Annual Meeting, 11 Directors are to be elected for terms of one year each. One Director has joined the Board of Directors since our last Annual Meeting of Stockholders. Ms. Elizabeth Killinger, who was appointed to the Board of Directors on June 30, 2023 and will stand for election at the 2024 Annual Meeting, was identified by a third-party search firm engaged by the NCG Committee to assist in identifying potential Directors. All of the other incumbent Directors are standing for re-election. All nominees have agreed to be named in this proxy statement and have indicated a readiness to continue to serve if elected. 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” below, 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.
​ ​
Board Recommendation
The Board unanimously recommends a vote FOR each of the persons nominated by the Board.
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PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS​
​
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 2024. 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 2024, 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.
​ ​
Board Recommendation
The Board unanimously recommends a vote FOR the ratification of Ernst & Young LLP as our independent auditors for fiscal 2024.
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Audit Fees
The following table sets forth the aggregate fees and costs paid to Ernst & Young LLP during the last two fiscal years for professional services rendered to us:
​ ​ ​ ​
Years Ended September 30,
​
​ ​ ​ ​
2023
​ ​
2022
​
​ Audit Fees(1) ​ ​ ​ $ 2,369,065 ​ ​ ​ ​ $ 2,240,294 ​ ​
​ Audit-Related Fees(2) ​ ​ ​ ​ 354,300 ​ ​ ​ ​ ​ 266,715 ​ ​
​ Tax Fees(3) ​ ​ ​ ​ 182,522 ​ ​ ​ ​ ​ 219,879 ​ ​
​ All Other Fees ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Total ​ ​ ​ $ 2,905,887 ​ ​ ​ ​ $ 2,726,888 ​ ​
(1)
Includes fees for services related to the annual audit of the consolidated financial statements for the fiscal years ended September 30, 2023 and 2022 and the reviews of the financial statements included in the Company’s Form 10-Q reports, required domestic and international statutory audits and attestation reports, and the auditor’s report for internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002.
​
(2)
Includes fees for services related to the audits of our Employee Retirement Plan, 401(k)/Thrift Plan, Employee Benefit Program, and Maintenance Costs of Common Area Facilities for a wholly-owned subsidiary and the review of and limited assurance over select data and metrics in our Annual Sustainability Report.
​
(3)
Includes fees for services rendered for tax compliance and tax advice.
​
The Audit Committee reviews and pre-approves audit and non-audit services performed by our independent registered public accounting firm as well as the fee charged for such services. Pre-approval is generally provided for up to one year, is detailed as to the specific service or category of service, and is subject to a specific budget. The Audit Committee may also pre-approve particular services on a case-by-case basis. The Audit Committee may delegate pre-approval authority for such services to one or more of its members, whose decisions are then presented to the full Audit Committee at its next scheduled meeting. For fiscal years 2022 and 2023, all of the audit and non-audit services provided by our independent registered public accounting firm were pre-approved by the Audit Committee in accordance with the Audit Committee Charter. In its review of all non-audit service fees, the Audit Committee considers, among other things, the possible effect of such services on the auditor’s independence.
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AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is composed of five Directors and operates under a written charter adopted by the Board of Directors. All members of the Audit Committee meet the independence standards set forth in our Corporate Governance Guidelines as well as the listing standards of the NYSE and the applicable rules of the SEC. Two members of the Audit Committee meet the “audit committee financial expert” requirements under applicable SEC rules. The Audit Committee charter is available on our website at www.helmerichpayne.com/corporate-governance-information. The Audit Committee reviews the adequacy of and compliance with such charter annually.
The Company’s management is responsible for, among other things, preparing our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”), establishing and maintaining internal controls over financial reporting and evaluating the effectiveness of such internal controls over financial reporting. Our independent registered public accounting firm is responsible for (i) auditing the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and for expressing an opinion on the conformity of the financial statements with GAAP and (ii) auditing our internal controls over financial reporting in accordance with such standards and for expressing an opinion as to the effectiveness of those controls.
The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee management’s implementation of our financial reporting process and the audits of our consolidated financial statements and our internal controls over financial reporting. In this regard, the Audit Committee meets periodically with management, our internal auditor, and our independent registered public accounting firm. The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm. As part of fulfilling this responsibility, the Audit Committee engages in an annual evaluation of, among other things, our independent registered public accounting firm’s qualifications, competence, integrity, expertise, performance, independence, communications with the Audit Committee, lead audit partner, and whether our independent registered public accounting firm should be retained for the upcoming year’s audit. The Audit Committee discusses with the Company’s internal auditor and our independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the Company’s internal auditor and our independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit Committee reviews significant audit findings together with management’s responses thereto. The Audit Committee performs other activities throughout the year, in accordance with the responsibilities of the Audit Committee specified in the Audit Committee charter.
In its oversight role, the Audit Committee reviewed and discussed our audited consolidated financial statements and our internal controls over financial reporting with management and with Ernst & Young LLP (“EY”), our independent registered public accounting firm for fiscal year 2023. Management and EY indicated that our consolidated financial statements as of and for the year ended September 30, 2023 were fairly stated in accordance with GAAP and that our internal controls over financial reporting were effective as of September 30, 2023. The Audit Committee discussed with EY and management the significant accounting policies used and significant estimates made by management in the preparation of our audited consolidated financial statements, and the overall quality, not just the acceptability, of our consolidated financial statements and management’s financial reporting process. The Audit Committee and EY also discussed any issues deemed significant by EY or the Audit Committee, including critical audit matters addressed during the audit and the matters required to be discussed by the applicable requirements of the PCAOB, the rules of the SEC, and other applicable regulations.
EY has provided to the Audit Committee written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with EY the firm’s independence. The Audit Committee also concluded that EY’s provision of other permitted non-audit services to us and our related entities is compatible with EY’s independence.
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Based on its review of the audited financial statements and the various discussions noted above, the Audit Committee recommended to our Board that the audited financial statements be included in our Annual Report on Form 10-K for our fiscal year ended September 30, 2023, filed with the SEC.
Submitted by the Audit Committee
Donald F. Robillard, Jr., Chairman
Delaney M. Bellinger
Kevin G. Cramton
Elizabeth R. Killinger
John D. Zeglis
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EXECUTIVE OFFICERS
The following table sets forth the names and ages of our executive officers, together with the positions and offices held by such executive officers with the Company. Except as noted below, all positions and offices held are with the Company. Officers are elected to serve until the meeting of the Board of Directors following the next Annual Meeting of Stockholders and until their successors have been duly elected and qualified or until their earlier resignation or removal.
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NEO
​ ​
JOHN W. LINDSAY, 63
President and Chief Executive Officer, since March 2014
Director, since September 2012
Prior Positions
•
President and Chief Operating Officer from September 2012 to March 2014
​
•
Executive Vice President and Chief Operating Officer from 2010 to September 2012
​
•
Executive Vice President, U.S. and International Operations of Helmerich & Payne International Drilling Co. from 2006 to September 2012
​
•
Vice President of U.S. Land Operations of Helmerich & Payne International Drilling Co. from 1997 to 2006
​
 ​
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NEO
​ ​
MARK W. SMITH, 53
Senior Vice President and Chief Financial Officer, since December 2019
Prior Positions
•
Vice President and Chief Financial Officer from June 2018 to December 2019
​
•
Chief Financial Officer Designate from May 2018 to June 2018
​