Cara M. Hair

About Cara M. Hair

Senior Vice President, Corporate Services and Chief Legal & Compliance Officer (since December 2020); age 48; joined Helmerich & Payne in 2006 and progressed through legal and corporate services leadership roles . H&P’s compensation program for NEOs paid 2024 STI at a 155.32% factor on strong execution against Modified Cash Flow, capital return, safety and strategic objectives; relative TSR is the core PSU metric with a ±25% ROIC modifier and a negative absolute TSR cap . H&P’s longer-term value creation context: value of $100 invested (TSR) since 9/30/2020 reached $245 as of FY2024; Modified Cash Flow (Company-Selected Measure) was $890mm in FY2024 .

Past Roles

External Roles

No external public-company directorships or outside roles for Ms. Hair are disclosed in the proxy .

Fixed Compensation

2024 STI payout: Weighted average payout factor 155.32% of target; Ms. Hair received $838,728 under the 2024 STI Plan .

Performance Compensation

STI Plan structure and 2024 results

Long-term equity (granted Dec 6, 2023; target long-term equal to 300% of base for NEOs)

• PSU design: relative TSR vs S&P 1500 energy equipment/services peers with ±25% ROIC modifier; negative absolute TSR cap limits payout to target; mix 50% PSUs / 50% time-vested RS; PSUs include 3-year tranche and one-year tranches that remain subject to time vesting to year 3 .
• Ms. Hair’s FY2024 target long-term value: $1,545,000 (300% of base salary methodology) .

Grants to Ms. Hair (Dec 6, 2023)

PSUs earned to-date (cumulative earned; remain subject to time-vesting for annual tranches until end of 3-year term)

Restricted stock vesting

• RS grants (Dec 10, 2021) fully vest on Dec 10, 2024; Dec 9, 2022 and Dec 6, 2023 grants vest ratably over 3 years (first/second anniversaries respectively) .

Equity Ownership & Alignment

Beneficial ownership and status

Outstanding awards detail (as of 9/30/2024)

• Unvested restricted stock: 8,293 (12/10/2021), 10,974 (12/9/2022), 21,921 (12/6/2023) .
• Unearned PSUs at target: 14,621 (2021 grant), 12,045 (2022 grant), 20,064 (2023 grant) .
• Option schedule (exercisable; all strikes above 9/30/2024 stock price of $30.42 → out-of-the-money): 5,000 @ $68.83 exp 12/2/2024; 31,000 @ $58.25 exp 11/30/2025; 19,026 @ $81.31 exp 12/5/2026; 38,851 @ $58.43 exp 12/4/2027 .

Ownership alignment policies

• Stock ownership guidelines: CEO 5× salary; other NEOs 2× salary; all NEOs are met or on track within 5 years .
• Hedging/pledging: prohibited (no short sales, options on company stock, margin, or pledging); 10b5‑1 plans permitted under company guidelines .

Insider trading activity (selling pressure/vesting)

• Open market sale: 9,910 shares sold at $40.22 on 2024‑04‑29; direct holdings reported 137,764 after the sale .
• Tax withholding upon RS/PSU vest: 2,420 shares (12/09/2024) and 3,658 shares (12/10/2024) withheld for taxes .
• PSU/RSU vest-related withholding and grant reporting on 2025‑01‑16; subsequent Form 4/A corrected share withholding count .
• Additional vesting in 2025 reported (43,271 shares transaction code V on 10/01/2025) .

Employment Terms

Change-in-control (CIC) agreements (double trigger; 24-month window)

• Benefits (if terminated without cause or resign for good reason within 24 months post-CIC): cash severance (2× salary + greater of prior-year bonus or target), prorated bonus (greater of prior-year or target), 24 months of benefits, up to $7,500 outplacement; unvested equity vests (RS & PSUs; PSUs generally at target for death; double-trigger for CIC; ROIC modifier excluded in table values) .
• No tax gross-ups; agreements auto-renew for successive two-year periods .

Potential CIC payout for Ms. Hair (as of 9/30/2024; illustrative)

Clawbacks and risk controls

• Rule 10D‑1-compliant clawback: recover incentive-based comp on restatements (3-year lookback) .
• Senior Leader Recoupment Policy: misconduct-based recoupment (fraud, dishonesty, policy violations) for VP+ .
• Plan-level cancellation/recoupment for misconduct under equity plans .
• No employment contracts with NEOs; robust risk assessment of pay programs; no tax gross-ups .

Deferred compensation and retirement

• Deferred compensation (2024): Executive contribution $41,473; company contribution $35,983; year-end balance $699,156 .
• Not a participant in frozen defined benefit pension plans .

Investment Implications

• Pay-for-performance linkage is strong: 50% of annual equity in PSUs tied to relative TSR with an ROIC modifier and a negative absolute TSR cap; 2024 STI paid 155% on disciplined cash flow, capital return, safety and strategic execution, signaling tight alignment between incentives and strategic/financial outcomes .
• Insider supply dynamics appear benign: 2024 insider sale of 9,910 shares (~single-digit % of then-direct holdings) is modest relative to total beneficial ownership, while other 2024–2025 transactions are predominantly tax-withholding on vesting (non-discretionary) .
• Option overhang is not a near-term pressure point: all listed legacy options for Ms. Hair had strikes ($58–$81) well above the $30.42 stock price at FY24 year-end; hence no immediate in-the-money exercise cadence .
• Alignment/retention: ownership guidelines (2× salary) and prohibition on hedging/pledging reduce misalignment and liquidity-driven selling risk; no NEO employment contracts; CIC protections are standard double-trigger with no gross-up .
• Governance sentiment: Say‑on‑pay support at ~96% in 2024 indicates broad shareholder approval of pay design and outcomes .