Hans Helmerich
Director at CTRA
Board
About Hans Helmerich
Independent director of Coterra Energy since 2021; age 66. Former CEO (1989–2014) and President (1987–2012) of Helmerich & Payne (H&P), currently Chairman of H&P’s Board. Serves on Coterra’s Compensation and Environment, Health & Safety Committees. The Board has determined him to be independent under NYSE standards. All directors attended at least 75% of meetings and the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helmerich & Payne, Inc. | Chief Executive Officer | 1989–2014 | Led global drilling contractor; extensive contract drilling operational experience relevant to E&P oversight. |
| Helmerich & Payne, Inc. | President | 1987–2012 | Oversaw operations; earlier responsibility for H&P’s E&P division that became Cimarex. |
| Cimarex Energy Co. | Director | 2002–2021 | Prior Cabot/Cimarex merger director experience; industry continuity. |
| Atwood Oceanics, Inc. | Director | (prior period) | Offshore services perspective. |
| Northwestern Mutual Life | Trustee | (prior period) | Financial services governance exposure. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Helmerich & Payne, Inc. | Chairman of the Board | 1987–Current | Current public company directorship; long-standing governance role. |
Board Governance
- Committee assignments: Compensation Committee member; Environment, Health & Safety Committee member. Compensation Committee members during 2024: Amanda M. Brock (Chair), Paul N. Eckley, Hans Helmerich, Marcus A. Watts.
- Independence: Board determined all non-employee directors (including Helmerich) are independent; governance review included relationships with entities where Helmerich and other directors serve; Board concluded no relationships impair independence.
- Meetings/attendance: Board met nine times in 2024; all directors attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting.
- Lead Independent Director: Role held by Robert S. Boswell during 2024–2025, not Helmerich.
- Risk oversight: EH&S Committee provides structured oversight of climate/safety/sustainability; Audit Committee oversees financial integrity and cybersecurity; Compensation Committee governs exec/directed compensation and succession.
Fixed Compensation
| Component | Detail | Value |
|---|---|---|
| Annual cash retainer (2024–2025 term) | Non-employee director cash retainer | $105,000 |
| Committee chair fee | For chairs (EH&S, Audit, Compensation, Governance). Helmerich not a chair | $20,000 (co-chairs split for Governance) |
| Lead Independent Director fee | N/A to Helmerich | $40,000 (role fee) |
| Annual equity retainer (2024 grant) | RSUs; 7,123 units granted May 7, 2024; vest at earliest of Apr 30, 2025 or director departure (other than removal); accrue dividend equivalents | $200,000 grant-date value; 7,123 RSUs |
| Director deferred compensation option | May defer cash and/or equity retainers into RSUs payable upon Board departure | Program available |
| 2024 Director Compensation (Individual) | Fees Earned (Cash) | Stock Awards (RSUs, grant-date value) | Total |
|---|---|---|---|
| Hans Helmerich | $105,000 | $200,013 | $305,013 |
- Forward change: Annual equity retainer increased to $210,000 for the 2025–2026 term; other components unchanged.
Performance Compensation
- Non-employee directors at Coterra do not receive performance-based cash bonuses or option awards; equity for directors is time-vested RSUs. No meeting fees.
- Company executive incentive metrics (context for board oversight of pay-for-performance):
| Metric (Annual Cash Incentive) | Weight | 2024 Funding | Weighted Funding | Comments |
|---|---|---|---|---|
| Economic Performance (PVI-10) | 60% | 162% | 97% | Returns-driven PVI of drilling program. |
| Annual Production Guidance | 10% | 183% | 18% | Execution credibility vs guidance. |
| Annual Budget Guidance | 10% | 188% | 19% | Financial discipline vs budget. |
| GHG Intensity | 5% | 200% | 10% | Emissions reduction target. |
| Methane Intensity | 5% | 200% | 10% | Emissions reduction target. |
| Flare Intensity | 5% | 200% | 10% | Operational emissions control. |
| Tank/Flare Findings | 5% | 200% | 10% | Facility integrity improvements. |
| Total STI Score YTD | 100% | 174% | — | — |
| Metric (Long-Term Incentive) | Weight | Structure |
|---|---|---|
| Relative TSR vs peers (3-year) | 50% | Threshold 30th pct=50%; Target 55th pct=100%; Max 90th pct=200%; payout capped at target if TSR is negative; >100% paid in cash to manage dilution. |
| Time-based RSUs | 50% | 3-year cliff vest; alignment and retention. |
- Governance features: no hedging/pledging of company stock by executive officers or directors; clawback policy applies to incentive compensation tied to financial reporting measures.
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Helmerich & Payne, Inc. | Chairman; Director | Current public company board. |
| Cimarex Energy Co. | Director | Past (within last five years). |
| Atwood Oceanics, Inc. | Director | Prior service. |
| Northwestern Mutual Life Insurance Company | Trustee | Prior service. |
- Interlocks/conflicts review: Governance Committee specifically reviewed relationships where directors serve at entities that do business with Coterra and determined no impairing relationships for independence. Related-party transactions disclosed for other directors (Aris Water; Laramie sublease); none disclosed for Helmerich or H&P.
Expertise & Qualifications
- 25+ years executive leadership in drilling services; direct operational insight into E&P drilling cost, efficiency, and safety.
- Prior responsibility for H&P’s E&P division provides perspective on operator economics and contractor dynamics—valuable for Compensation and EH&S oversight.
Equity Ownership
| Holder/Entity | Shares |
|---|---|
| Direct/aggregate beneficial ownership for Hans Helmerich | 1,856,351 |
| Of which: wife (disclaimed) | 45,967 |
| 1993 Hans Helmerich Trust (trustee) | 229,774 |
| Helmerich Grandchildren LLC (co-manager) | 44,409 |
| Family Trust (trustee) | 31,573 |
| The Helmerich Trust (co-trustee) | 91,145 |
| Peggy Helmerich QTIP Trust (trustee) | 1,304,895 |
| Saddleridge, LLC (99% owned by Helmerich; 1% spouse) | 40,146 |
| RSUs held (director grants; includes 2024 7,123 units) | 7,123 |
| Shares outstanding (for % calc context) | 764,096,129 |
- Ownership as % of shares outstanding: approximately 0.24% (1,856,351 ÷ 764,096,129).
- Stock ownership guidelines: non-employee directors required to hold 5× annual cash retainer; unvested RSUs count; no hedging/pledging permitted. Compliance status by director not disclosed.
Governance Assessment
- Strengths
- Independence affirmed after review of external relationships; no related-party transactions disclosed involving Helmerich.
- High shareholder support for director elections (2025 votes for Helmerich: 625,906,841 for vs 5,713,593 against).
- Strong say-on-pay support: 2024 FOR 577,536,844 vs 33,212,582 AGAINST; 2025 FOR 579,899,380 vs 50,716,007 AGAINST—indicative of investor confidence in compensation governance.
- EH&S Committee oversight of climate/safety; Audit Committee designated financial experts; formal clawback; prohibition on hedging/pledging—robust governance architecture.
- Ownership alignment: meaningful beneficial stake via trusts and entities plus RSUs; director equity retainer promotes alignment.
- Watch items
- External chairmanship at H&P—a major drilling contractor—creates potential perceived conflict if Coterra contracts with H&P; Board reviewed director-affiliated transactions generally and found no independence impairment, but ongoing monitoring is prudent.
- Equity retainer increase (+$10,000 for 2025–2026 term) modestly raises guaranteed equity vs cash; no performance linkage for director equity (common market practice but important to monitor optics).
Say-On-Pay & Shareholder Feedback
| Year | FOR | AGAINST | ABSTAIN | Broker Non-Votes | For % of votes cast |
|---|---|---|---|---|---|
| 2024 | 577,536,844 | 33,212,582 | 793,379 | 63,848,554 | ~94.4% (FOR ÷ (FOR+AGAINST+ABSTAIN)) |
| 2025 | 579,899,380 | 50,716,007 | 1,702,291 | 46,675,714 | ~91.7% (FOR ÷ (FOR+AGAINST+ABSTAIN)) |
- Company notes prior strong say-on-pay support (approx. 95% at 2024 meeting for 2023 programs), with continued engagement.
Compensation Peer Group (for executive benchmarking oversight)
- Antero Resources; APA; Devon; Diamondback; EOG; EQT; Expand Energy; Marathon Oil; Occidental; Ovintiv.
Related Party Transactions (context)
- Disclosed transactions involve other directors (Laramie sublease; Aris Water produced water and joint study consortium); Board concluded arms-length and not material; no reportable transactions involving Helmerich.
RED FLAGS
- None disclosed specific to Helmerich: no hedging/pledging; no reported related-party transactions; independence affirmed. Maintain monitoring of potential H&P commercial interactions.