Elizabeth R. Killinger
Helmerich & PayneAbout Elizabeth R. Killinger
Elizabeth R. Killinger, age 55, is an independent director of Helmerich & Payne (HP) since July 2023, serving on the Audit Committee and the Nominating & Corporate Governance Committee. She previously served as Executive Vice President of NRG Home at NRG Energy from 2016 to January 2025, with 35+ years of energy and services industry experience including 25 years at NRG and its predecessors, and a decade in strategy/management consulting across energy, oilfield services, and retail distribution in the U.S. and Europe . The Board has affirmatively determined her independence under HP’s categorical standards and NYSE/SEC requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NRG Energy, Inc. | Executive Vice President, NRG Home | 2016 – Jan 2025 | Led ~$10B Home division; largest competitive residential power/gas provider in North America; directed multi-brand channels; deep risk, IT, strategic planning, and HSE experience . |
| Various (Consulting) | Strategy, management, and systems consultant | ~10 years (prior to NRG) | Served energy, oilfield services, and retail distribution clients across U.S. and Europe . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hope Media Group | Finance Committee Chair | Not disclosed | Chairs Finance Committee . |
| Texas Economic Development Corporation | Board Secretary | Not disclosed | Corporate governance/branding exposure . |
| University of Houston – Energy Advisory Board | Chair, Marketing & Branding Committee | Not disclosed | Industry-academic advisory; energy sector engagement . |
| Texas Dow Employee Credit Union (TDECU) | Director and Advisory Board (past) | ~6 years | Chaired Human Resources & Compensation; served on Audit, Governance & Nominating, and Strategy Committees . |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; not a committee chair .
- Committee independence and expertise: All Audit Committee members (including Killinger) are independent and financially literate; two Audit Committee members designated “financial experts” by the Board .
- Independence: The Board determined Killinger and other non-employee directors have no material relationship with HP; all committees are 100% independent .
- Attendance and engagement: HP reported 99.2% attendance at Board/committee meetings in fiscal 2024; no incumbent director attended fewer than 91%; Killinger attended the 2024 annual meeting (applies to all directors) .
- Meeting cadence: FY2024 meetings—Board (14), Audit (8), Nominating & Corporate Governance (4), Human Resources (5) .
- Board leadership and oversight: Chair and CEO roles separated; Lead Independent Director (Foutch) coordinates independent sessions; audit receives quarterly cybersecurity updates; full Board oversees strategy, risk, sustainability .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash retainer | $105,000 | $25,000 quarterly director retainer ($100,000/year) plus $1,250 quarterly Audit Committee member fee ($5,000); paid quarterly . |
| Equity grant (restricted stock) | $179,988 | Annual restricted stock target value for non-employee directors $180,000; actual grant-date fair value $179,988 (restricted stock is sole form of director equity; grants on/near Feb 28, 2024) . |
| Dividends on stock/stock units | $8,203 | Dividends credited on restricted stock/stock units under Director Plan . |
| Deferred comp earnings | $3,271 | Above-market portion of interest from deferring $78,750 of cash retainer into Director Deferred Compensation Plan (prime +1% interest option) . |
| Total FY2024 Director compensation | $296,462 | Sum of cash fees, stock awards, dividends, and above-market interest . |
Additional director fee schedule (non-employee): Quarterly retainer $25,000; Audit Chair $7,500; HR Chair $3,750; NCG Chair $3,750; Audit member $1,250; Chairman’s annual equity target $270,000; other directors $180,000 .
Performance Compensation
Directors do not receive performance-based equity; director equity is time-based restricted stock or cash-settled stock units, with no TSR/financial hurdles attached .
| Metric | Weight/Target | FY2024 Outcome | Impact |
|---|---|---|---|
| Performance-based director metrics | Not applicable | None | Director equity is time-based; no PSUs/options granted to directors in FY2024 . |
Other Directorships & Interlocks
| Company | Public Company Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | Killinger held no other public company directorships in the past five years (reduces interlock/conflict risk) . |
- Related party transactions: HP disclosed no related person transactions requiring reporting; Audit Committee oversees related-party policy .
- Shared directorships with customers/suppliers/competitors: None disclosed for Killinger .
Expertise & Qualifications
- Executive leadership of a large consumer energy business (NRG Home ~$10B revenue), with risk management, information technology, strategic planning, and HSE exposure from product manufacturing, installation, and maintenance in residential energy .
- Board skills matrix lists her for accounting & finance, corporate governance, diverse industries, executive leadership, global business, HSE, IT, risk management, strategic planning, and public company board experience (aggregate matrix across directors; her profile highlights exec leadership, risk, IT, strategy, HSE) .
Equity Ownership
| Ownership detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (common) | 3,394 shares | Includes restricted shares counted for ownership; percent of class not listed (<1%) . |
| Unvested equity (as of 9/30/2024) | 4,675 | Restricted stock scheduled to vest 1-year from grant date (Feb 28, 2024 grant cycle) . |
| Options (director) | 0 unvested; 0 unexercisable | No options granted to directors in FY2024; directors only hold vested/exercisable legacy options where applicable; Killinger shows no options outstanding . |
| Director Plan stock units | 4,821 RSUs (cash-settled) | Not included in beneficial ownership table; stock units under Director Plan are settled in cash; possess dividend equivalent reinvestment . |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging, pledging, short sales, and margin accounts for directors . |
| Ownership guidelines | 5× annual cash comp (directors) | All non-employee directors have met or are on track to meet within five years; directors’ restricted shares and earned PSUs count; options/unearned PSUs do not . |
Shares outstanding as of record date: 100,614,618 common shares (for context in assessing ownership concentration) .
Governance Assessment
- Independence and committee roles: Killinger meets independence standards and serves on Audit and Nominating & Corporate Governance, reinforcing financial oversight and director succession/governance processes .
- Attendance and engagement: Strong overall Board/committee attendance (99.2%); no director below 91%; consistent executive sessions; quarterly cybersecurity oversight through Audit Committee .
- Compensation alignment: Director mix is balanced—modest fixed cash retainer with equity via restricted stock, dividend accruals, and optional deferral (prime +1%); no performance-based director equity, minimizing incentives misalignment .
- Ownership alignment: Stock ownership guidelines at 5× cash comp; hedging/pledging prohibited; Killinger’s beneficial stake and unvested restricted stock support alignment; Director Plan units are cash-settled but track share price/dividends .
- Conflicts/related parties: No related person transactions reported; no public-company interlocks; prior NRG role is adjacent to energy market but not directly conflicting with HP drilling services; independence affirmed .
- Investor signals: Say-on-pay support of ~96% in 2024 suggests strong investor confidence in compensation governance broadly; Human Resources Committee uses independent consultant (WTW), robust clawbacks for executives, double-trigger CoC for management (context for HP governance quality) .
RED FLAGS: None identified for Killinger. No related-party transactions, hedging/pledging bans in place, high board attendance, and independent committee service mitigate governance risk .
Watch items: Ensure continued adherence to ownership guidelines; monitor any future public company boards or commercial ties that could introduce interlocks; maintain Audit Committee independence and financial literacy requirements .