Hans Helmerich
Helmerich & PayneAbout Hans Helmerich
Hans Helmerich (66) is Chairman of the Board of Helmerich & Payne, Inc. (“H&P”), serving as a director since 1987 and Chairman since 2012; he previously served as CEO (1989–2014) and President (1987–2012) . He is not an independent director under NYSE standards, and the Board has separated the Chair and CEO roles with an independent Lead Director structure . Core credentials include 25 years as H&P’s CEO, deep oil and gas industry experience, strategic planning, and risk management; he was inducted into the Hart Energy Hall of Fame in 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helmerich & Payne, Inc. | Chairman of the Board | Chairman since 2012 | — |
| Helmerich & Payne, Inc. | Chief Executive Officer | 1989–2014 | Led innovation, growth, performance |
| Helmerich & Payne, Inc. | President | 1987–2012 | — |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Coterra Energy Inc. | Director | 2021–present |
| Cimarex Energy Co. | Director | 2002–2021 |
| Northwestern Mutual Life Insurance Company | Director | 2006–2020 |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Not independent |
| Board role | Chairman |
| Committee assignments | None |
| Board meetings (FY2024) | 14 |
| Board/committee attendance | No incumbent director attended fewer than 91% of meetings; overall 99.2% attendance in FY2024 |
| Lead Independent Director | Randy A. Foutch (elected by independent directors) |
| Executive sessions of independent directors | Held at each of the four regularly scheduled Board meetings in FY2024; presided by Lead Director |
| Chair/CEO separation | Yes (Chair: Helmerich; CEO: Lindsay) |
| Committee independence | 100% independent committees (Audit, Human Resources, Nominating & Corporate Governance) |
Fixed Compensation
| Component | FY2024 Amount |
|---|---|
| Quarterly Chairman retainer (cash) | $37,500 |
| Annual cash fees (sum of quarterly retainers) | $150,000 |
| Equity grant target value (Chairman annual restricted stock) | $270,000 |
| Stock awards (grant date fair value) | $269,962 |
| All other compensation (dividends on restricted stock/units) | $11,179 |
| Committee chair/member fees paid | $0 (no committee roles) |
| Director Deferred Compensation Plan availability | Prime + 1% interest alternative; stock unit alternative; distributions in cash at separation from service |
Performance Compensation
| Instrument | Grant/Status | Quantity | Vesting/Terms |
|---|---|---|---|
| Restricted stock (Director grant) | Granted Feb 28, 2024 | 7,012 unvested as of Sep 30, 2024 | Vests on one-year anniversary of grant date |
| Stock options (Director) | Outstanding | 48,860 | All vested and exercisable; no options awarded in FY2024; no unvested/unexercisable options |
Directors receive time‑based restricted stock only; no performance-conditional director equity awards were granted in FY2024 .
Other Directorships & Interlocks
| Company | Role | Tenure |
|---|---|---|
| Coterra Energy Inc. | Director | 2021–present |
| Cimarex Energy Co. | Director | 2002–2021 |
H&P disclosed no related-person transactions requiring reporting in the 2025 proxy .
Expertise & Qualifications
- Executive leadership, risk management, diverse industries, global business, and oil & gas industry depth from 25 years as H&P CEO and service on other boards .
- Strategic planning demonstrated by innovation, significant growth, and performance under his leadership .
- Hart Energy Hall of Fame inductee (2023) .
Equity Ownership
| Category | Amount |
|---|---|
| Total beneficial ownership (shares) | 2,191,327 |
| Ownership % of outstanding shares | 2.18% |
| Shares held as trustee for various family trusts | 1,894,750 (voting and investment power) |
| Shares held by The Helmerich Trust | 50,627 (trustee with voting/investment power) |
| Shares held by Helmerich Grandchildren LLC | 44,000 (manager with voting/investment power) |
| Shares owned by spouse (disclaimed beneficial ownership) | 24,470 |
| Options exercisable within 60 days (as of Jan 6, 2025) | 37,083 |
| Restricted shares (as of Jan 6, 2025) | 7,012 |
| 401(k) holdings | 21,063 |
Stock ownership guidelines require directors to own shares equal to at least 5× annual Board cash compensation; all non‑employee directors have met or are on track to meet requirements within five years . H&P prohibits hedging and pledging of Company stock by directors .
Governance Assessment
- Board effectiveness and oversight
- Separation of Chair and CEO roles with an empowered Lead Independent Director; independent executive sessions at each regular Board meeting .
- 100% independent committees and strong attendance (99.2% overall in FY2024; no director <91%) support board effectiveness .
- Robust clawback policies (Rule 10D‑1 restatement clawback, senior leader misconduct recoupment, plan-level clawback) enhance accountability .
- No related-person transactions reported, mitigating conflict-of-interest risk .
- Compensation alignment and signals
- Director compensation emphasizes equity (restricted stock) alongside cash retainer; Chairman annual equity target $270,000 and cash fees $150,000 in FY2024 .
- Director Deferred Compensation Plan allows deferrals with market-linked alternatives; payouts only in cash at separation .
- Independence and potential conflicts
- RED FLAG: Non‑independent Chair (Helmerich) necessitates reliance on Lead Director and independent committees for checks and balances .
- Compliance note: Company disclosed a Form 4 was not timely filed for a January 2012 trust transfer of 40,000 shares; discovered recently (housekeeping/controls) .
- Shareholder sentiment
- Say‑on‑pay received ~96% approval at the 2024 Annual Meeting, indicating strong investor support for compensation practices .
Insider Trades (Disclosure Note)
| Item | Detail |
|---|---|
| Late Section 16(a) filing | A Form 4 for a January 2012 transfer of 40,000 shares to a trust (pecuniary interest) was not timely filed; recently discovered |
H&P believes all other required Section 16(a) reports for FY2024 were timely filed .