Belgacem Chariag
Helmerich & PayneAbout Belgacem Chariag
Belgacem Chariag, age 62, has served on Helmerich & Payne’s Board since August 2021. He is Chair of the Human Resources Committee and a member of the Nominating & Corporate Governance Committee, bringing CEO and global operations experience from Ecovyst and senior leadership roles at Baker Hughes and Schlumberger, with deep Health, Safety & Environmental expertise. The Board has affirmatively determined he is independent under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecovyst, Inc. (formerly PQ Group Holdings) | President & Chief Executive Officer | Aug 2018 – Apr 2022 | Led global specialty catalysts/materials/chemicals provider |
| Ecovyst, Inc. | Chairman of the Board | Dec 2019 – Apr 2022 | Board leadership |
| Zeolyst International (JV of Ecovyst and Shell Catalyst & Technologies) | Director & Chairman of the Board | 2018 – Apr 2022 | JV governance in zeolites/catalysts |
| Baker Hughes Company | Chief Global Operations Officer | Jul 2017 – Jan 2018 | Global operations leadership |
| Baker Hughes Company | President, Global Operations | May 2016 – Jun 2017 | Global ops oversight |
| Baker Hughes Company | Chief Integration Officer | Dec 2014 – Apr 2016 | Led integration initiatives |
| Baker Hughes Company | President, Global Products & Services | Oct 2013 – Dec 2014 | Product/services leadership |
| Baker Hughes Company | President, Eastern Hemisphere | May 2009 – Sep 2013 | Regional leadership |
| Schlumberger Limited | Vice President, Health, Safety, Environment & Security | Prior to Baker Hughes tenure | HSE&S leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harbour Energy plc | Director | 2023 – present | Not disclosed |
| Ecovyst, Inc. | Director/Chairman | 2019 – 2022 | Board leadership |
| Tunisian Talents United (non-profit) | Co-founder & Board Member | Not disclosed | Mentors top young talent in Tunisia |
Board Governance
- Committee assignments: Human Resources Committee (Chair); Nominating & Corporate Governance Committee (Member). All members of the Human Resources and Nominating & Corporate Governance Committees are independent.
- Independence: The Board affirmed Mr. Chariag’s independence under NYSE and SEC rules, with no material relationship to the Company.
- Meetings and attendance: FY2024 meetings—Board 14; Human Resources 5; Nominating & Corporate Governance 4. No incumbent Director attended fewer than 91% of their aggregate Board and committee meetings; all 11 Directors attended the 2024 Annual Meeting.
- Board practices: Separation of Chair/CEO roles; strong Lead Independent Director; regular executive sessions; overall Board and committee attendance 99.2% in FY2024.
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Non‑Employee Director Cash Retainer | $25,000 | Quarterly | Standard for each non‑employee Director |
| Human Resources Committee Chair Fee | $3,750 | Quarterly | Committee chair premium |
| Annual Restricted Stock Grant (Target Value) | $180,000 | Annual | Restricted stock is sole stock‑based compensation for Directors |
| Audit Committee Member Fee | $1,250 | Quarterly | Not applicable unless serving on Audit Committee |
| Lead Director Fee | $6,250 | Quarterly | Not applicable to Mr. Chariag |
| Director Deferred Compensation Plan | Prime + 1% (cash deferrals) | Ongoing | Deferrals into interest or stock unit alternative; distributions in cash; change‑in‑control distribution permitted |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-Based Equity/Bonus | None disclosed for Directors; restricted stock is time‑based and the sole stock‑based compensation form. |
| Latest Grant & Vesting | Directors received restricted stock/stock units granted Feb 28, 2024; vest on one‑year anniversary of grant date. |
Other Directorships & Interlocks
| Company | Industry Relationship to H&P | Interlock/Conflict Disclosure |
|---|---|---|
| Harbour Energy plc | E&P company; potential sector adjacency to H&P’s drilling services | No related‑party transactions or material relationships disclosed; independence affirmed. |
| Ecovyst, Inc. | Specialty catalysts/materials; no direct overlap with H&P’s drilling services | Prior role ended in 2022; no material relationship disclosed. |
Expertise & Qualifications
- Executive leadership, strategic planning, and global business operations; deep HSE knowledge from senior roles at Schlumberger and Baker Hughes.
- Board skills matrix indicates corporate governance, executive leadership, global business, HSE, engineering, oil & gas industry, risk management, and strategic planning experience across the Board; Mr. Chariag’s biography highlights these attributes for him.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Unvested Restricted Shares/Units | Options Outstanding |
|---|---|---|---|---|
| Belgacem Chariag | 17,250 | <1% (percent not shown if <1%) | 4,675 (restricted stock granted 2/28/2024; vests on one‑year anniversary) | 0 |
- Stock ownership guidelines: Directors must own shares equal to at least 5x annual Board cash compensation; all non‑employee Directors have met or are on track to meet within five years. Hedging, short sales, margin accounts, and pledging of Company stock are prohibited.
Governance Assessment
- Independence and committee leadership: Mr. Chariag serves as independent Chair of the Human Resources Committee and member of Nominating & Corporate Governance, supporting oversight of executive pay, director compensation, succession, and governance principles; independence affirmed by the Board.
- Engagement: High meeting cadence (Board 14; HRC 5; NCG 4) with minimum 91% attendance for all incumbents and full Annual Meeting attendance, indicating strong engagement.
- Alignment: Director compensation is primarily cash retainer plus time‑based restricted stock; ownership guidelines at 5x cash retainer and prohibition on hedging/pledging enhance alignment and reduce red‑flag risk.
- Conflicts: No related‑party transactions or material relationships disclosed for Mr. Chariag; sector adjacency via Harbour Energy noted but independence affirmed and overboarding limits enforced (no Director serves on more than one other public company board).