J. Kevin Vann
Helmerich & PayneAbout J. Kevin Vann
J. Kevin Vann, 53, has served as Senior Vice President and Chief Financial Officer (CFO) of Helmerich & Payne (H&P) since August 2024, following prior finance leadership roles at Empire Petroleum, WPX Energy, and The Williams Companies; he has also served as a director of Empire Petroleum since 2023 . In fiscal 2024, H&P’s short‑term incentive (STI) paid out at 155.32% of target driven by strong modified cash flow and capital returns, while relative TSR underpins long‑term PSUs alongside a +/-25% ROIC modifier; Vann was eligible for a prorated FY2024 bonus and will participate in long‑term equity beginning in FY2025 . H&P’s FY2024 performance metrics included modified cash flow of $890 million vs. $886 million target and $220 million capital returned to shareholders, contributing to the STI outcome .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Empire Petroleum (NYSE American: EP) | Vice President, Finance & Strategic Planning | 2022–2023 | Led finance and strategic planning for oil and gas E&P; joined H&P boardroom context with public-market experience |
| WPX Energy (NYSE: WPX) | Chief Financial Officer | 2014–2021 | Oversaw public E&P finance during portfolio evolution and industry cycles |
| WPX Energy | Chief Accounting Officer & Controller | 2012–2014 | Led SEC reporting and controls post spin/off restructuring phase |
| The Williams Companies (E&P business) | Controller | 2007–2011 | Managed segment financials and operational accounting in upstream |
External Roles
| Organization | Role | Years |
|---|---|---|
| Empire Petroleum | Director | Since 2023 |
Fixed Compensation
| Item | FY2024 Value | Notes |
|---|---|---|
| Annual base salary rate | $580,000 | Approved upon hire in Aug 2024 |
| Salary paid (FY2024) | $78,077 | Reflects Aug 2024 start date |
| Target bonus (% of salary) | 100% | CFO range maintained for Vann |
| STI payout factor | 155.32% | Company‑wide factor |
| Actual STI paid (FY2024) | $140,297 | Prorated for partial year |
| All other compensation | $2,484 | Savings Plan match $2,342; premiums $142 |
Performance Compensation
Annual STI Plan – FY2024
| Metric | Weight | Target | Actual | Payout factor | Weighted contribution |
|---|---|---|---|---|---|
| Modified Cash Flow | 40% | $886mm | $890mm | 103.92% | 41.57% |
| Capital Returned to Stockholders | 20% | $170mm | $220mm | 200.00% | 40.00% |
| Safety (fatality override) | 15% | Reduce SIF/SIF Potential by 10% | Reduced by ~17% | 200% | 30.00% |
| Strategic Objectives | 25% | Multi‑objective (software go‑live, rig commitments, tech deployments, DE&I) | Achieved (e.g., Oct 1 go‑live; rig commitments; automation deployments; DE&I framework) | 175% | 43.75% |
| Total | 100% | — | — | — | 155.32% (company weighted average) |
Notes:
- No bonuses paid until after FY2024; threshold 50% of target; reach 200% of target; CFO target range 50/100/200% of base salary .
Long‑Term Incentives (Plan Design; Vann Eligibility)
| Element | Status for Vann (FY2024) | Plan mechanics |
|---|---|---|
| PSUs | Not granted in FY2024; eligible beginning FY2025 | Relative TSR vs S&P 1500 oilfield peers; 3‑yr and annual tranches, +/-25% ROIC modifier; capped at target if absolute TSR negative |
| Restricted Stock (RSAs) | Outstanding 29,462 unvested shares as of Jan 6, 2025 | RSAs granted in Dec 2023 vest ratably over three years; dividends payable; voting rights during restriction |
| Options | None | Company has not granted options since fiscal 2018 |
PSU peer group includes Halliburton, Schlumberger, Patterson‑UTI, Valaris, Nabors and others (full list in proxy) .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (as of Jan 6, 2025) | 32,762 shares |
| Restricted shares included | 29,462 shares |
| Shares held via Vann Family Trust | 3,300 shares |
| Options (exercisable) | — |
| PSUs (earned/unvested) | — (no FY2024 grant) |
| Ownership as % of shares outstanding | Not reported (<1% not shown) |
| Stock ownership guideline | 2x base salary for NEOs; 5x for CEO; directors 5x cash retainer |
| Compliance status | All NEOs/directors have met or are on track |
| Hedging/pledging/margin | Prohibited; only Rule 10b5‑1 plans permitted under policy |
| Trading windows | Prohibited during earnings period; preclearance required |
Employment Terms
- Start date/tenure: Hired CFO Designate on Aug 5, 2024; became CFO on Aug 15, 2024; eligible for prorated FY2024 STI; no FY2024 LTI awards; LTI eligibility begins FY2025 .
- Employment contracts: H&P does not have employment contracts with NEOs .
- Clawbacks: NYSE Rule 10D‑1 compliant clawback (restatements) plus senior leader misconduct clawback; equity award recoupment provisions across plans .
- Change‑in‑Control (CIC): Double‑trigger; payments only if both CIC and qualifying termination within 24 months; other NEOs receive 2x base salary + greater of prior‑year bonus or target, 24 months benefits, prorated annual bonus, up to $7,500 outplacement; no tax gross‑ups; agreements auto‑renew for successive two‑year periods .
- Potential CIC payments (as of Sep 30, 2024, stock $30.42): Severance $2,320,000; Bonus $580,000; Continued Benefits $92,968; Outplacement $7,500; Stock awards accelerated $—; Total $3,000,468 .
Potential CIC Payments – J. Kevin Vann
| Component | Amount ($) |
|---|---|
| Severance (2x base + bonus per formula) | 2,320,000 |
| Bonus (greater of prior FY bonus or target) | 580,000 |
| Continued benefits (24 months) | 92,968 |
| Outplacement services | 7,500 |
| Stock awards accelerated | — |
| Total | 3,000,468 |
Compensation Structure Analysis
- Pay‑for‑performance alignment: FY2024 STI funded at 155.32% with heavy weighting to modified cash flow (40%), capital returns (20%), and strategic/safety outcomes; caps and multi‑metric design mitigate risk .
- Equity mix and risk: No options granted since FY2018; LTI split 50% PSUs (relative TSR + ROIC) and 50% RSAs with three‑year vesting; negative TSR cap on PSUs limits windfalls in down markets .
- Guaranteed vs at‑risk: Significant variable compensation; CEO/NEO target equity at 500%/300% of base, respectively; Vann omitted from FY2024 LTI due to start date but on track for FY2025 .
- Shareholder protections: No tax gross‑ups; robust clawbacks; hedging/pledging prohibited; double‑trigger CIC; say‑on‑pay approval ~96% in 2024 .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval ~96% at 2024 Annual Meeting; no changes made as a result .
Risk Indicators & Red Flags
- Pledging/hedging/margin bans reduce misalignment risk .
- No tax gross‑ups on perquisites or CIC payments .
- No employment contract (at‑will), mitigates fixed obligations .
- CIC cash multiple (2x salary+bonus) and benefits are standard but sizable; monitor potential incentives around corporate actions .
Investment Implications
- Alignment: Vann’s FY2024 pay was predominantly at‑risk via STI, with future LTI tied to relative TSR and ROIC—supportive of cash discipline and shareholder returns .
- Retention/selling pressure: 29,462 unvested RSAs and no options suggest moderate vest‑related liquidity events ahead; pledging/hedging prohibitions and ownership guidelines temper misalignment risk .
- Governance quality: Strong clawbacks, double‑trigger CIC, no tax gross‑ups, and high say‑on‑pay approval (~96%) indicate robust governance and investor‑friendly design .
- Watch items: As a newly appointed CFO (Aug 2024) without FY2024 LTI, observe FY2025 grant sizing (target 300% of base for NEOs) and any Rule 10b5‑1 plan adoptions to manage vesting cadence and liquidity .