John D. Zeglis
Helmerich & PayneAbout John D. Zeglis
John D. Zeglis (age 77) has served on Helmerich & Payne’s Board since 1989 and is currently an independent director, serving on the Audit Committee and the Nominating & Corporate Governance Committee. He is the former CEO and Chairman of AT&T Wireless Services (1999–2004), and previously held senior roles at AT&T Corp. including President, Vice Chairman, General Counsel, and Senior EVP; he has served on the board of The Duchossois Group (private) since 2010. The Board identifies his core credentials as executive leadership, global business, risk management, and extensive legal expertise; he is independent under NYSE and SEC rules per Board determination .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Wireless Services, Inc. | Chief Executive Officer; Chairman of the Board | 1999–2004 | Led wireless carrier; executive leadership and risk management experience cited . |
| AT&T Corporation | President | Dec 1997–Jul 2001 | Senior leadership of global telecom services . |
| AT&T Corporation | Vice Chairman | Jun 1997–Nov 1997 | Strategic oversight . |
| AT&T Corporation | General Counsel; Senior EVP | 1996–1997 | Extensive legal expertise and risk management . |
| AT&T Corporation | Senior VP & General Counsel | 1986–1996 | Legal leadership for large telecom provider . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| The Duchossois Group (private) | Director | 2010 | Privately-held family business; ongoing service . |
| Other public company boards (past 5 years) | None | — | No public board interlocks disclosed . |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Affirmed independent under NYSE/SEC and Company guidelines; Audit and NCG Committees composed of independent directors . |
| Committees | Audit Committee member; Nominating & Corporate Governance Committee member . |
| Audit Committee composition | 5 members; Cramton and Robillard designated “financial experts”; Zeglis not designated as financial expert; all members financially literate and independent . |
| Board meeting attendance | 14 Board meetings in FY2024; no incumbent director attended fewer than 91% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting . |
| Committee meeting counts (FY2024) | Audit: 8; Nominating & Corporate Governance: 4; Human Resources: 5 . |
| Board leadership | Chair (Helmerich), CEO (Lindsay), Lead Independent Director (Foutch); regular executive sessions and strong independent oversight . |
Fixed Compensation (Non‑Employee Director FY2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 105,000 | Paid quarterly; includes regular retainers and committee member fees . |
| Director Retainer Structure (reference) | — | Other non‑employee directors: $25,000 per quarter; Audit Committee member: $1,250 per quarter; Lead Director: $6,250 per quarter; Committee chair fees disclosed (Audit $7,500; HRC $3,750; NCG $3,750). Chairman retainer $37,500 per quarter . |
| All Other Compensation (dividends) | 7,452 | Dividends on restricted stock and stock units; perquisites/personal benefits did not exceed $10,000 . |
| Total Cash + Other | 112,452 | Calculated sum of cash fees and other compensation per table . |
Performance Compensation (Non‑Employee Director FY2024)
| Component | Amount ($) | Grant Date | Vesting | Equity Type | Notes |
|---|---|---|---|---|---|
| Stock Awards (Grant‑date fair value) | 179,988 | Feb 28, 2024 | Time‑based; vest on 1‑year anniversary | Restricted stock (or deferred into stock units) | Target annual equity value for other directors is $180,000; valuation per ASC 718; dividends accrue; restricted stock is sole stock‑based comp for directors . |
Performance metrics tied to director compensation: None. Director awards are time‑based restricted stock (not performance‑contingent); no stock options granted in FY2024 .
Deferred compensation: Directors may defer cash/equity; deferred cash accrues at prime + 1% or converts to stock units; equity deferrals must be into stock units; distributions are in cash upon separation; emergency withdrawals and distributions upon change‑in‑control permitted under plan .
Clawbacks: Company’s Human Resources Committee oversees compensation clawback policies (program context); not specifically applied to director equity in proxy disclosures .
Hedging/pledging: Company policy prohibits short‑swing/speculative trading, derivative transactions, short sales, margin accounts, hedging, and pledging of Company stock by directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None in past five years . |
| Private boards | The Duchossois Group (since 2010) . |
| Interlocks/conflicts assessed | Board considered H&P’s 2022/2024 investment in Galileo and independence of directors (Foutch, Robillard served at Galileo parent until Aug 2024); determined all current non‑employee directors, including Zeglis, are independent and have no material relationship with the Company . |
| Related party transactions | None required to be reported in 2025 proxy . |
Expertise & Qualifications
- Executive leadership across diverse/global industries; legal expertise from service as GC and senior legal roles; risk management background; Board identifies corporate governance, strategic planning, and risk management skills among directors’ matrix .
Equity Ownership
| Metric | Amount | Date/Notes |
|---|---|---|
| Total beneficial ownership (shares) | 85,714 | As of Jan 6, 2025; includes restricted shares and options exercisable within 60 days . |
| Percent of class | <1% | Percent not shown when under 1%; 100,614,618 shares outstanding at Jan 6, 2025 . |
| Restricted shares (included above) | 4,675 | As of Jan 6, 2025 . |
| Options exercisable (within 60 days) | 24,722 | As of Jan 6, 2025 . |
| Unvested RS/stock units outstanding | 4,675 | Grant on Feb 28, 2024; vest one‑year from grant; some directors also hold fully vested stock units from prior deferrals . |
| Aggregate options outstanding (FY2024 YE) | 32,573 | As of Sep 30, 2024; all director options are vested and exercisable; no unvested/unexercisable options . |
| Ownership guidelines | Directors must hold ≥5× annual Board cash compensation; all non‑employee directors have met or are on track . | |
| Hedging/pledging | Prohibited by policy (see above) . |
Governance Assessment
- Board effectiveness: Zeglis brings seasoned CEO/GC experience, legal and risk oversight skills, and serves on the Audit and NCG Committees—areas central to financial reporting, independence, succession, and governance. The Audit Committee is fully independent, financially literate, and designates “financial experts” (not including Zeglis), with rigorous quarterly risk, cybersecurity, and control oversight .
- Alignment & incentives: Director pay mix is primarily equity via annual time‑based RS awards (~$180k target for non‑employee directors), plus cash retainers; dividend equivalents accrue; deferred comp offers prime+1% interest or stock unit tracking, with distributions at separation and under change‑in‑control. Hedging/pledging is prohibited; stock ownership guidelines at 5× cash compensation support alignment; Zeglis holds 85,714 shares and retains legacy vested options; no new director options granted in FY2024 .
- Independence, conflicts, and attendance: Long tenure (since 1989) can raise external perceptions of diminished independence over time, but the Board has affirmatively determined independence, and related‑party reviews disclosed no transactions requiring reporting. Attendance standards are high (≥91% by all directors in FY2024), with executive sessions and robust committee workloads .
- Signals for investor confidence: No director‑specific red flags disclosed (no related‑party transactions, no hedging/pledging, strong ownership guidelines compliance). Governance practices emphasize independent committees, majority independent board, proxy access, and risk oversight. Potential watch‑item: very long service length compared to many institutional “refreshment” policies, though the Board reports annual evaluations and succession planning via NCG .
Fixed Compensation (Detail Table)
| Item | FY2024 Amount ($) |
|---|---|
| Cash retainer and committee/member fees (paid quarterly) | 105,000 |
| Dividends on restricted stock/stock units | 7,452 |
Performance Compensation (Detail Table)
| Item | FY2024 Amount ($) | Terms |
|---|---|---|
| Annual restricted stock grant | 179,988 | Granted Feb 28, 2024; time‑based vest on 1‑year anniversary; target $180,000 for other non‑employee directors . |
Other Director Equity and Options (FY2024 YE)
| Metric | Count |
|---|---|
| Unvested shares/stock units outstanding (Sep 30, 2024) | 4,675 |
| Aggregate options outstanding (Sep 30, 2024) | 32,573 (all vested/exercisable; no FY2024 grants) |
Insider Trades and Section 16 Compliance
- The Company believes all required Section 16 filings for FY2024 were timely; one historical delinquency was noted for Hans Helmerich (2012), not for Zeglis .
RED FLAGS
- None disclosed for Zeglis in related‑party transactions, hedging/pledging, or attendance. Watch for refreshment concerns due to very long tenure (since 1989), which some investors may view as an independence risk despite formal independence determinations .