John Lindsay
ArcosaAbout John W. Lindsay
John W. Lindsay, age 64, has served as an independent director of Arcosa since 2018 and is designated a financial expert. He holds a B.S. in Petroleum Engineering from the University of Tulsa and is President and CEO of Helmerich & Payne, Inc. (H&P). At Arcosa, he serves on the Audit and Human Resources Committees, bringing significant management and energy industry operational expertise to engineered structures oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helmerich & Payne, Inc. | President & CEO | 2014–present | Led strategic and operational oversight of drilling services and technologies, relevant to Arcosa’s engineered structures business context |
| Helmerich & Payne, Inc. | President & COO | 2012–2014 | Enterprise operations leadership |
| Helmerich & Payne, Inc. | EVP & COO | 2010–2012 | Oversight of operational execution |
| Helmerich & Payne, Inc. | EVP, U.S. & International Operations | 2006–2010 | Managed global operations; broad scale management experience |
| Helmerich & Payne International Drilling Co. | VP, U.S. Land Operations | 1997–2006 | Deep U.S. land operational expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Helmerich & Payne, Inc. | Director | 2012–present | Current public company board; CEO role creates external exposure and network |
| University of Tulsa Petroleum Engineering | Advisory Board Member | Not disclosed | Academic advisory role in petroleum engineering |
| Girl Scouts of Eastern Oklahoma | Board Member | Not disclosed | Non-profit board service |
| Tulsa Regional Chamber | Board Member | Not disclosed | Regional economic development involvement |
| The Nature Conservancy, Oklahoma Chapter | Board Member | Not disclosed | Environmental non-profit governance experience |
Board Governance
- Independence: The Board affirmatively determined Lindsay is independent under NYSE and SEC standards; all Board committees are 100% independent.
- Committee assignments: Audit (member); Human Resources (member). Each Audit Committee member, including Lindsay, is qualified as an “audit committee financial expert.”
- Board leadership: Independent, non-executive chair structure (Chair: Rhys J. Best).
- Attendance and engagement: In 2024 Arcosa held 5 Board meetings and 14 committee meetings; all directors attended at least 75% of meetings on which they served and attended the 2024 Annual Meeting.
- Shareholder engagement and say-on-pay support: 99% approval of NEO compensation program at 2024 Annual Meeting.
| Committee | Role | 2024 Meetings | Independence/Expertise |
|---|---|---|---|
| Audit | Member | 6 | Independent; audit committee financial expert |
| Human Resources (Compensation) | Member | 5 | Independent; HR committee independence affirmed |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees | 110,000 | Standard Board/committee retainers per program; additional meeting fees $2,000 per extra meeting; chair fees not applicable to Lindsay |
| All other compensation | 1,474 | Dividend equivalents on phantom stock units under Director Deferred Plan |
| Total cash + other | 111,474 | Sum of cash and other |
| Director equity grant (grant-date fair value) | 130,041 | Annual equity award granted May 8, 2024; one-year cliff vest or deferred RSUs choice |
| Total director compensation | 241,515 | Aggregate 2024 compensation |
Program parameters:
- Additional Annual Director Compensation: Audit Chair $20,000; HR Chair $20,000; G&S Chair $15,000; Non-Executive Chair $120,000; $2,000 per additional non-regular Board/committee meeting; $2,000 per diem for ad hoc CEO-requested work.
- Deferred plan election available; phantom stock units earn dividend equivalents and are cash-settled; interest rate equivalent option was 5% in 2024.
Performance Compensation
Directors receive time-based equity (restricted stock or deferred RSUs), not performance-based awards. Vesting is one-year cliff for restricted stock or deferred RSUs that vest in one year but convert to stock upon qualifying termination.
| Grant | Grant Date | Type | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Annual director equity award | 2024-05-08 | Restricted stock or deferred RSUs | One-year cliff to May 8, 2025 (deferred RSUs settle at qualifying termination) | 130,041 |
No director performance metrics (e.g., EBITDA, TSR) apply to Lindsay’s director compensation; metrics disclosed in the proxy relate to executive (NEO) compensation programs.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Helmerich & Payne, Inc. | Energy services/drilling | Director; also CEO | No Arcosa related-party transactions disclosed in 2024; independence affirmed |
- Compensation committee interlocks: None reported (HR Committee comprised of independent directors; no member served as an Arcosa executive).
Expertise & Qualifications
- Petroleum engineering degree; deep technical and operational experience in oil and gas drilling and technology.
- Significant management experience with large-scale, cyclical industrial operations; strategic leadership experience as CEO.
- Audit committee financial expertise designation; enhances oversight of financial reporting and risk.
- Governance experience across public, private, and non-profit boards.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | RSUs/Right to Acquire Within 60 Days | Restricted Stock/RSUs Outstanding (12/31/2024) | Pledged Shares |
|---|---|---|---|---|---|
| John W. Lindsay | 17,263 | <1% | 9,357 | 10,842 | None; company prohibits pledging and hedging |
- Director stock ownership guideline: 5x annual Board cash retainer; all directors have met or are on track to meet guidelines.
Governance Assessment
- Strengths: Independent status; dual service on Audit and HR committees; audit committee financial expertise; strong attendance and annual meeting participation; prohibition on hedging/pledging; NYSE-compliant clawback policy; robust shareholder support for compensation (99% say-on-pay). These factors support board effectiveness and investor confidence.
- Compensation alignment: Director compensation balanced between cash fees and time-based equity; availability of deferral aligns with long-term focus; ownership guidelines promote skin-in-the-game.
- Conflicts/related-party exposure: No related person transactions disclosed for 2024; Board enforces related-party review policy via the Governance & Sustainability Committee. Lindsay’s H&P role presents industry adjacency but no disclosed transactions with Arcosa; independence affirmed.
- RED FLAGS: None disclosed—no pledging/hedging, no related-party transactions, no compensation interlocks, and full committee independence mitigate governance risk.