J. Kevin Vann
About J. Kevin Vann
Independent director since April 2023; age 53 in 2025 (52 in 2024). Currently Senior Vice President and Chief Financial Officer of Helmerich & Payne, Inc. (HP) since August 15, 2024; previously Empire Petroleum’s Vice President, Finance/Strategic Planning (Oct 2022–Apr 2023), and Executive VP/CFO at WPX Energy (2014–2021). Bachelor’s Degree in Accounting from Oklahoma State University; Audit Committee Financial Expert per SEC definition; member of the Cherokee Nation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Empire Petroleum | Vice President, Finance/Strategic Planning | Oct 2022 – Apr 2023 | Provided finance and strategic planning leadership prior to joining the Board . |
| WPX Energy, Inc. | EVP & CFO; SVP & CFO; Treasurer; CAO & Controller | CAO/Controller 2011–2014; SVP/CFO 2014–2018; EVP/CFO 2018–2021; Treasurer stints 2014 and 2018–2020 | Led finance through 2021 merger with Devon Energy; extensive accounting, risk management . |
| The Williams Companies (E&P BU; Williams Power) | Controller; Director Enterprise Risk Management | 2002–2011 (various roles) | Risk management and controls background . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Helmerich & Payne, Inc. (NYSE: HP) | Senior VP & CFO | Aug 15, 2024 – Present | Initial base salary $580,000; target bonus 100% of base; eligible for LTI and change-of-control agreement . Filed Form 3 showing no securities beneficially owned at onboarding . |
| Apco Oil and Gas International Inc. | Director | 2014 – 2015 | Prior public company directorship . |
Board Governance
- Committee assignments (2024–2025): Audit Committee Chair; Compensation Committee member; Independent director. Board also has an Operations Committee (Vann is not listed as member) .
- Audit Committee meetings: 4 in 2023; 4 in 2024 .
- Compensation Committee meetings: 1 in 2023; 4 in 2024 .
- Board meetings and attendance: Board held 7 meetings in 2023; each director attended at least 75% of Board and applicable committee meetings; directors encouraged to attend annual meeting and all serving directors attended the 2023 annual meeting .
- Independence: Board determined all directors except CEO Michael R. Morrisett are independent under NYSE American standards; Vann is independent .
- Election support (2025 AGM): Vann received 24,032,734 For; 209,715 Withheld; 5,139,748 broker non-votes .
- Executive sessions: Each regularly scheduled Board meeting includes a non-management executive session; independent-only executive session scheduled at least annually if any non-independent non-management directors are present .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2023 | 45,500 | Partial year as director (appointed Apr 28, 2023); excludes consulting fees prior to becoming a director . |
| 2024 | 97,000 | No equity awards were granted to non-employee directors in 2024 . |
Director compensation policy components (as disclosed):
- Annual cash retainer: $80,000 (non-employee directors) .
- Chairman of Board (if non-employee): additional $9,000 quarterly .
- Committee membership fee: $3,000 per committee per quarter .
- In-person Board meeting fee: $2,500 per quarter .
- Equity: RSUs for 10,000 shares and options for 40,000 shares (typical annual grants); Audit Chair receives RSUs for 5,000 shares .
- 2025 proxy reiterates quarterly fees and notes annual RSU award up to 10,000 shares for services June–June aligning with annual meeting, though no equity was granted in 2024 .
Performance Compensation
| Year | Stock Awards ($) | Option Awards ($) | Key Award Terms |
|---|---|---|---|
| 2023 | 152,400 | 473,200 | RSUs generally lapse after ~13 months; options vest in 4 equal quarterly installments beginning the first quarter after grant; exercise price for directors’ options $11.83; Vann had 15,000 RSUs and 40,000 options outstanding as of 12/31/2023 . |
| 2024 | — | — | No equity awards to non-employee directors during 2024; directors (including Vann) continued to have outstanding options (40,000 at $11.83) . |
Clawback, change-of-control, and repricing policies (plan-level):
- Awards subject to Empire’s Policy for the Recovery of Erroneously Awarded Compensation and any other written clawback policy .
- Change-of-control treatment: service-based awards fully vest; performance-based deemed earned at target if awards are not honored/assumed/replaced by successor; specific corporate actions excluded from “Change of Control” .
- No option/SAR repricing without stockholder approval .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Transaction |
|---|---|---|
| Helmerich & Payne, Inc. | CFO since Aug 2024 | No related-party transactions between Empire and HP disclosed in Empire’s 2024 or 2025 proxies; Audit Committee pre-approves related-person transactions and oversees independence . |
| Apco Oil and Gas International Inc. | Former Director (2014–2015) | No current interlock implications. |
Expertise & Qualifications
- Audit Committee Financial Expert; extensive accounting, financial reporting, treasury, internal controls, and risk management experience across E&P and energy services sectors .
- Prior senior finance leadership through WPX’s merger with Devon; controller and ERM roles at Williams .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class | Breakdown |
|---|---|---|---|
| Apr 21, 2024 (proxy record) | 3,115 | <1% | Not itemized in table. |
| Apr 21, 2025 (proxy record) | 68,115 | <1% | Includes options to purchase 40,000 shares and RSUs for 10,000 shares . |
Ownership policy and restrictions:
- Trading, hedging, and pledging: Insider Trading Policy prohibits short sales; requires written pre-clearance before margin/pledging where borrowings secured by Company securities exceed 10% of the securities’ value; hedging transactions are not otherwise prohibited .
- No director stock ownership guidelines disclosed in 2024/2025 proxies.
Governance Assessment
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Strengths:
- Audit Committee chair with SEC “financial expert” designation; active committee schedule (4 meetings annually) and clear oversight of financial reporting, controls, auditor independence, risk, and related-party transactions .
- Strong shareholder support in 2025 election (24.03M For, minimal Withheld) and robust say-on-pay approval (24.21M For) signalling investor confidence in governance and compensation oversight .
- Transparent director compensation policy and absence of equity grants in 2024 reduces dilution risk; continued alignment via outstanding options .
-
Potential conflicts/RED FLAGS:
- Prior employment at Empire (VP Finance/Strategic Planning through Apr 2023) followed by immediate Board service; while Board deems him independent, recent employment could be scrutinized under stricter independence interpretations .
- Hedging allowed under Insider Trading Policy (not outright prohibited), and pledging permitted with pre-clearance, which is less restrictive than peers and can weaken alignment; monitor for any pledging disclosures (none identified for Vann) .
- Ongoing related-party arrangements with PIE (controlled by Chairman Phil Mulacek) including a loan termination settled in shares and shared services reimbursements; while approved by Board/Audit Committee, these create governance optics risks. As Audit Chair, Vann’s oversight is critical to mitigating these exposures .
-
Engagement:
- Meets attendance thresholds; attends executive sessions framework; independent committee leadership indicates effective oversight .
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Compensation & alignment signals:
- 2023 sizable equity awards (RSUs and options) and consulting fees prior to Board service; 2024 shift to cash-only highlights restraint; continued option overhang at $11.83 exercise price maintains performance orientation .
Fixed Compensation
| Component | Amount | Source/Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $80,000 | Policy-level. |
| Committee membership fee | $3,000 per committee per quarter | Policy-level. |
| In-person Board meeting fee | $2,500 per quarter | Policy-level. |
| Chairman of the Board additional retainer | $9,000 per quarter | Policy-level; waived by Chairman in 2023 and 2024 . |
| Vann cash fees (2023) | $45,500 | Realized. |
| Vann cash fees (2024) | $97,000 | Realized. |
Performance Compensation
| Award Type | Grant/Outstanding Detail | Vesting/Terms | Value |
|---|---|---|---|
| RSUs (2023) | RSUs outstanding as of 12/31/2023: 15,000 (Vann) | Forfeiture provisions generally lapse ~13 months after grant | $152,400 grant-date fair value (2023) |
| Options (2023) | 40,000 options; exercise price $11.83 | Vest in 4 equal quarterly installments beginning first quarter after grant | $473,200 grant-date fair value (2023) |
| Equity awards (2024) | None granted to non-employee directors | — | — |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Detail |
|---|---|---|
| Helmerich & Payne (HP) | Senior VP & CFO | No Empire–HP related-party transactions disclosed in Empire’s proxies; Vann filed Form 3 at HP with no securities beneficially owned at appointment . |
| Apco Oil and Gas International | Director (2014–2015) | Historical. |
Equity Ownership
| Holder | Shares | % of Class | Breakdown/Notes |
|---|---|---|---|
| J. Kevin Vann (as of 4/21/2025) | 68,115 | <1% | Includes 40,000 options and 10,000 RSUs . |
| J. Kevin Vann (as of 4/21/2024) | 3,115 | <1% | Prior-year baseline. |
Governance Assessment
- Overall: Vann brings strong finance and audit expertise as Audit Committee Chair; independence affirmed by Board; high shareholder support. Oversight of related-party matters appears robust through Audit processes.
- Watch items: permissive hedging/pledging policy; recent prior employment at Empire; continued monitoring of PIE transactions and any potential Empire–HP interactions. Enhanced disclosure on director stock ownership guidelines would improve alignment transparency .