Delaney M. Bellinger
Helmerich & PayneAbout Delaney M. Bellinger
Independent director of Helmerich & Payne (HP), age 66, serving since 2018; member of the Audit Committee and the Nominating & Corporate Governance Committee. Former CIO at Huntsman (2016–2018), EP Energy (2012–2015), and YUM! Brands (2000–2010). Holds a Bachelor of Engineering in Civil Engineering from Vanderbilt University; prior technical roles at ExxonMobil and EDS underpin deep IT leadership and operations credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huntsman Corporation | Vice President & Chief Information Officer | 2016–2018 | Led global IT for differentiated chemicals; executive leadership and complex operations experience. |
| EP Energy Corp. | Chief Information Officer | 2012–2015 | CIO for E&P operations; oil & gas industry IT alignment. |
| YUM! Brands, Inc. | Chief Information Officer | 2000–2010 | CIO for multinational restaurant company; global scale and operations. |
| EDS | Technical development, account management, sales & consulting | 13 years | Broad IT services/consulting background. |
| ExxonMobil | Drilling Engineer | Early career | Technical foundation in energy operations. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Texas TicKids (non-profit) | Board member | Not disclosed | Enhances children's lives by filling unused event seats. |
| Women’s Foodservice Forum | Board member | Not disclosed | Prior board service. |
| National Retail Federation CIO Board | Chair | Not disclosed | Led industry CIO council. |
| The Parish School (non-profit) | Board member | Not disclosed | Prior board service. |
| The Gateway Academy (Houston) | Advisory Board | Not disclosed | Prior advisory role. |
| Other public company boards (past 5 years) | — | — | None. |
Board Governance
- Committees: Audit (member); Nominating & Corporate Governance (member). Chairs: Audit—Donald F. Robillard, Jr.; NCG—Randy A. Foutch. All committee members independent; Audit members financially literate.
- Independence: Board determined Bellinger is independent under NYSE and HP categorical standards. In 2024–2025, board considered HP’s $43M aggregate investments in Galileo entities and affirmed independence (no direct/indirect interest for relevant directors).
- Attendance/Engagement: Board/committee attendance 99.2% in fiscal 2024; prior years indicate no incumbent director below 75% of meetings (FY2020–FY2022). Regular executive sessions; strong independent lead director structure.
- Lead Independent Director: Randy A. Foutch designated as Lead Director (independent).
Fixed Compensation
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 105,000 | Quarterly cash retainer; includes committee member fees as applicable. |
| All Other Compensation | 7,452 | Dividends on restricted stock/stock units; no perquisites or personal benefits exceeding $10,000. |
| Total Cash + Other | 112,452 | Sum of cash and other compensation. |
Director cash retainer schedule (paid quarterly) for fiscal 2024:
| Role | Quarterly Retainer ($) |
|---|---|
| Chairman of the Board | 37,500 |
| Each Other Non-Employee Director | 25,000 |
| Lead Director | 6,250 |
| Audit Committee Chair | 7,500 |
| Human Resources Committee Chair | 3,750 |
| Nominating & Corporate Governance Committee Chair | 3,750 |
| Each Member of the Audit Committee | 1,250 |
Performance Compensation
| Equity Component | FY2024 Amount ($) | Structure |
|---|---|---|
| Stock Awards (restricted stock/stock units under Director Plan) | 179,988 | Restricted stock is sole stock-based compensation for directors; awards determined under ASC 718 fair value. |
- Restricted stock annual grant intended/target value: $180,000 for non-employee directors; $270,000 for the Chairman.
- No performance metrics (e.g., TSR, EBITDA) apply to director equity; director equity is time-based restricted stock.
- Non-employee director compensation cap: $700,000 per grant year (cash + equity) under 2024 Plan.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (past 5 years) | None. |
| Interlock/transaction considerations | Board reviewed HP’s investments in Galileo; affirmed independence for current non-employee directors, including Bellinger; no material relationship. |
| Related-party policy | Audit Committee reviews >$120k related person transactions; robust approval/recusal standards. |
Expertise & Qualifications
- Executive leadership, information technology, complex global operations, oil & gas industry experience (CIO roles across sectors).
- Skills matrix coverage includes Information Technology, executive leadership, strategic planning, risk management.
- Education: Bachelor of Engineering (Civil) – Vanderbilt University.
Equity Ownership
| Metric | As of Jan 2, 2024 | As of Jan 6, 2025 |
|---|---|---|
| Beneficial ownership (common shares) | 6,595 | 6,595 |
| Options included (exercisable within 60 days) | 2,926 | 2,926 |
| Director stock units (cash-settled; not in beneficial ownership table) | 18,395 | 23,554 |
| Restricted stock units under Director Plan (cash-settled; not in beneficial ownership table) | 4,197 | 4,821 |
| Percent of class | Not shown (<1%) | Not shown (<1%) |
Notes:
- Beneficial ownership figures include restricted shares with voting but not investment power and options exercisable within 60 days.
- Director stock units and RSUs under the Director Plan are cash-settled and therefore excluded from beneficial ownership table counts.
Governance Assessment
- Independence & conflicts: Strong independence posture; board explicitly assessed potential interlocks (Galileo) and found no material relationship; Bellinger remains independent and eligible for Audit/HR committee service.
- Committee effectiveness: Dual membership on Audit and NCG aligns with her IT and operational risk experience; Audit Committee oversight includes financial reporting, internal controls, and auditor performance; NCG covers director nominations, governance principles, and succession planning.
- Attendance & engagement: Board/committee attendance is exceptionally high (99.2% in FY2024); historical compliance above 75% threshold; signals active engagement.
- Pay structure alignment: Mix of cash retainer plus time-based restricted stock (no performance metrics) is standard for independent directors; total annual compensation well below $700k cap; equity promotes alignment while avoiding high-risk incentives.
- Ownership alignment: Direct share ownership is modest, but substantial director stock units/RSUs held under the Director Plan provide additional exposure to equity value (cash-settled), with dividend equivalents; no pledging disclosed.
- Policies & safeguards: Related person transaction policy under Audit Committee; 2024 equity plan prohibits option repricing, liberal share recycling; adopts double-trigger CoC vesting and clawback coverage for plan awards.
RED FLAGS
- None disclosed specific to Bellinger: no related-party transactions, no Section 16(a) filing issues noted for her; board-reviewed interlocks did not involve her directly and did not impair independence.
Additional Governance Signals
- Separation of Chair and CEO; strong Lead Independent Director; 100% independent committees; stock ownership guidelines and compliance monitoring by HR Committee.