Donald F. Robillard, Jr.
Helmerich & PayneAbout Donald F. Robillard, Jr.
Donald F. Robillard, Jr. (age 73) has served on HP’s Board since June 2012 and is currently an independent director. He chairs the Audit Committee and serves on the Nominating & Corporate Governance Committee; the Board has determined he is an “audit committee financial expert.” Robillard’s background spans four decades in energy finance and risk management, including CFO and Chief Risk Officer roles at Hunt Consolidated; he is a CPA, serves on governance advisory boards, and holds NACD Directorship Certification .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hunt Consolidated, Inc. | Executive Vice President, CFO & Chief Risk Officer; Director | CFO/CRO 2015–2017; Director 2015–2017, returned to Board in 2024 | Led finance and enterprise risk; long service from 1983 with increasing responsibility |
| RRH Corporation (Hunt holding company) | Director | 2020–2024 | Oversight of portfolio of Hunt subsidiaries |
| ES Xplore, LLC (Hunt subsidiary) | CEO & Chairman | 2016–2017 | Led technology-focused hydrocarbon indicator business |
| Galileo Holdco 1 Limited | Independent Director | 2020–Aug 2024 | Governance oversight; independent directorship noted in independence review |
| Robillard Consulting, LLC | President | Founded 2018 | Advisory firm in oil & gas |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cheniere Energy, Inc. (NYSE: LNG) | Director | 2014–present | Public company board service; LNG sector |
| Institute for Excellence in Corporate Governance (UT Dallas) | Advisory Board Member | Ongoing | Governance advisor |
| Professional affiliations | CPA; Financial Executives International; NACD Directorship Certified® | Ongoing | Audit/accounting and governance credentials |
Board Governance
- Committee assignments: Audit Committee (Chair); Nominating & Corporate Governance Committee (member). All Audit Committee members are independent and financially literate; Robillard is one of two directors designated as “audit committee financial experts” .
- Independence: The Board affirmed Robillard’s independence under NYSE standards. The Board reviewed HP’s $43M investment in Galileo entities (2022 and 2024); although Robillard and Foutch were independent directors of Galileo Parent until Aug 2024, the Board concluded neither had a direct or indirect interest in HP’s transactions, preserving independence .
- Attendance and engagement: Board and committee attendance was 99.2% in FY2024; no incumbent director attended fewer than 91% of applicable meetings. All directors attended the 2024 Annual Meeting. Independent directors met in executive session at each of the four regular meetings in FY2024 .
- Risk oversight and audit scope: As Audit Chair, Robillard oversees risk areas including financial reporting, internal controls, legal/tax contingencies, cybersecurity, and physical security, with quarterly cybersecurity updates and direct engagement with EY and internal audit. The Audit Committee conducts auditor evaluations and reviews internal audit plans and enterprise risk management .
Fixed Compensation
| Component | FY 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 135,000 | Includes quarterly board retainer and committee chair/member fees; Robillard deferred $7,500 under the Director Deferred Compensation Plan |
| All Other Compensation | 7,452 | Dividends on restricted stock/stock units; no perquisites >$10,000 |
Standard non‑employee director schedule (for context): Board retainer $25,000 per quarter; Audit Chair $7,500/quarter; Audit member $1,250/quarter; Human Resources Chair $3,750/quarter; Nominating Chair $3,750/quarter; Lead Director $6,250/quarter .
Performance Compensation
| Component | FY 2024 Amount ($) | Grant Details |
|---|---|---|
| Stock Awards (Restricted Stock/Deferred Stock Units) | 179,988 | Non-employee directors receive annual equity with target value $180,000 (other directors) that vests after one year; FY2024 awards granted Feb 28, 2024 and vest on the one-year anniversary. Robillard’s unvested position at FY-end: 4,675 stock units deferred under the Director Plan (instead of restricted stock) . |
Director equity vehicle and vesting
- Sole stock-based compensation for directors is restricted stock (or director-elected deferral to stock units). FY2024 grants vest after one year; dividends are credited and stock units settle in cash at distribution under the Director Plan .
Other Directorships & Interlocks
| Company | Relationship to HP | Potential Interlock/Conflict Considerations |
|---|---|---|
| Cheniere Energy, Inc. | Customer/supplier overlap not disclosed in proxy | No related-party transactions reported; independence affirmed |
| Galileo Parent (private) | HP invested $43M in Galileo technologies; Robillard independent director of Galileo Parent until Aug 2024 | Board concluded no direct/indirect interest; independence maintained (mitigates perceived conflict risk) |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; CPA with extensive finance and risk leadership in energy .
- Strategic planning, global business, private equity/capital markets, oil & gas industry experience; governance advisory roles supporting board effectiveness .
Equity Ownership
| Ownership Metric | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common Stock) | 35,719 shares | As of Jan 6, 2025; excludes director stock units that settle in cash |
| Exercisable Options | 24,722 | Included in beneficial ownership disclosure as of Jan 6, 2025; directors also had 32,573 vested options as of Sept 30, 2024 (FY-end) |
| Unvested Director Stock Units (FY-end) | 4,675 units | FY2024 director equity granted Feb 28, 2024; vests after one year |
| Director Plan Holdings (cash-settled units) | 39,020 stock units; 4,821 restricted stock units | Not counted in beneficial ownership; settle in cash |
| Ownership Guidelines | ≥5× annual board cash compensation | Company states all non‑employee directors have met or are on track within 5 years |
| Hedging/Pledging | Prohibited for directors | Insider Trading Policy disallows hedging, pledging, margin accounts |
Governance Assessment
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Strengths:
- Robust independence posture with explicit categorical standards; independence re‑affirmed despite external directorship at Galileo Parent during HP’s investment—Board found no direct/indirect interest .
- Audit Chair role with financial expert designation; strong risk oversight (financial reporting, ERM, cybersecurity) enhances investor confidence in controls and disclosures .
- High attendance and active engagement; consistent executive sessions of independent directors support independent oversight .
- Director equity aligns interests via annual restricted stock/stock units with one‑year vesting; hedging/pledging prohibitions strengthen alignment .
-
Potential concerns and mitigants:
- Perceived conflict risk from simultaneous Galileo Parent directorship during HP’s investments in Galileo; explicitly reviewed with Board concluding no direct/indirect interest and maintaining independence—continued monitoring appropriate, but current assessment mitigated .
- Multiple external commitments policy addressed by Board; no director serves on more than one other public company board; NCG Committee reviews overboarding annually—limits engagement risk .
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Signals:
- Director compensation balanced between cash retainer and equity; Robillard deferred a portion of cash retainer, indicating long-term alignment via plan participation .
- No related‑party transactions reported for FY2024; strong related person transaction policies administered by Audit Committee reduce conflict risk .
RED FLAGS: None disclosed. No related‑party transactions; independence affirmed post‑Galileo review; attendance strong; no hedging/pledging; director equity is standard and time-based .