John R. Bell
Helmerich & PayneAbout John R. Bell
John R. Bell, 54, is Executive Vice President, Eastern Hemisphere (promoted in Q4 2025), after serving as Senior Vice President, Integration Execution & Operations since January 2025; he has been with H&P since 2002 in progressively senior roles across HR, corporate services, and international/offshore operations . His compensation is predominantly performance-based with explicit links to cash flow, capital returns, safety, and strategic execution; 2024 STI paid at 155.32% on strong modified cash flow and capital return performance -. H&P’s pay-versus-performance disclosure shows sustained TSR outperformance vs a 2020 base ($100→$245 in FY2024) and modified cash flow as the primary pay driver; revenue and EBITDA trends are below .
Company performance context:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 2,862,677,000 | 2,746,128,000 | 3,678,660,000 |
| EBITDA ($) | 916,143,000* | 836,055,000* | 857,409,000* |
Values with asterisk retrieved from S&P Global.
Selected TSR series (value of $100 investment): 2021 $195, 2022 $271, 2023 $324, 2024 $245 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Helmerich & Payne (H&P) | EVP, Eastern Hemisphere | Q4 2025–Present | Leads Eastern Hemisphere growth and operations following global leadership realignment . |
| H&P International Holdings | SVP, Integration Execution & Operations | Jan 2025–Q4 2025 | Drove integration and operational execution across businesses . |
| H&P International Holdings | SVP, International & Offshore Operations | Dec 2020–Jan 2025 | Led international/offshore portfolio and expansion . |
| H&P International Holdings | VP, International & Offshore Operations | Aug 2017–Dec 2020 | Scaled international/offshore capabilities . |
| Helmerich & Payne | VP, Corporate Services | Jan 2015–Aug 2017 | Managed corporate services platform . |
| Helmerich & Payne | VP, Human Resources | Mar 2012–Jan 2015 | Built people/talent foundation through upcycle/downcycle . |
| Helmerich & Payne | Director, Human Resources | 2002–Mar 2012 | Long-tenured leadership in HR through multiple cycles . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in proxy for Mr. Bell | — | — | No public company directorships listed for Bell in Executive Officers section . |
Fixed Compensation
Base salary and cash elements:
- Base salary (calendar-year reference used by H&P): $450,000 (2023) → $465,000 (2024), +3.3% .
- Target bonus opportunity: 90% of base salary for “Other Named Executive Officers” (includes Bell) .
- 2024 STI payout factor: 155.32%; Bell’s 2024 bonus paid: $650,014 .
All other compensation (FY2024) detail:
| Component | Amount ($) |
|---|---|
| 401(k) Savings Plan match | 17,250 |
| Supplemental Savings Plan match | 31,356 |
| Dividends on restricted stock | 59,919 |
| Supplemental life & LTD premiums | 9,717 |
| Service cash award (25+ yrs) | 8,942 |
Pension/Deferred comp:
- Pension benefits (present value at FY2024): Years credited: 26; PVAB: $52,641; not retirement-eligible; eligible for early/deferred benefits post-55 .
- Supplemental Savings Plan (Nonqualified Deferred Comp) FY2024: Executive contributions $41,720; Registrant contributions $31,356; Aggregate earnings $68,175; Withdrawals $174,945; Balance $296,137 .
Summary Compensation Table (SCT) – totals:
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Change in Pension/Deferred ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 422,538 | 1,094,425 | 523,570 | — | 104,151 | 2,144,684 |
| 2023 | 439,232 | 1,229,870 | 500,013 | — | 161,249 | 2,330,364 |
| 2024 | 460,962 | 1,349,927 | 650,014 | 7,354 | 150,855 | 2,619,112 |
Performance Compensation
Short-Term Incentive (STI) – FY2024 structure and outcomes:
| Metric | Weight | Target | Actual | Payout as % of Target | Contribution to Payout |
|---|---|---|---|---|---|
| Modified Cash Flow | 40% | $886mm | $890mm | 103.92% | 41.57% |
| Capital Returned to Stockholders | 20% | $170mm | $220mm | 200% | 40.00% |
| Safety (fatality override) | 15% | Reduce SIF/SIF Potential w/ LifeBelt breakdowns by 10% | Reduced by 17% | 200% | 30.00% |
| Strategic Objectives | 25% | ERP go-live 10/1/24; Saudi rig commitments; tech deployments; DE&I integration | Achieved (go-live 10/1; 8 KSA rigs; 13 full/27 partial RFA packages; DE&I framework) | 175% | 43.75% |
| Total STI Payout Factor | — | — | — | — | 155.32% |
Long-Term Incentive (LTI) design (granted Dec 2023; FY2024 program):
- Target equity grant value: 300% of base salary; Bell target $1,350,000 .
- Mix: 50% PSUs (relative TSR vs specified OFS/drilling peer set, with ±25% ROIC modifier), 50% time-vested RSAs .
- Capped if absolute TSR is negative (payouts capped at target) .
Award detail (Dec 2023 grants):
| Instrument | Grant Date | Shares/Units | Grant Date Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock | 12/6/2023 | 19,154 | 674,987 | Ratable: 12/6/2024, 12/6/2025, 12/6/2026 |
| PSUs (Target) | 12/6/2023 | 17,531 (unearned as of 9/30/24 target basis) | Included above; PSU target 2024 tranche noted below | 1-year TSR tranches for 2024-2026; 3-year TSR; ROIC ±25% modifier; annual tranches vest after 3 years |
PSU earnouts (as of 12/31/2024):
| PSU Year | Units Earned | Market Value ($) |
|---|---|---|
| 2024 | 2,754 | 88,183 |
| 2023 | 1,958 | 62,695 |
| 2022 | 3,256 (1-yr TSR) + 13,951 (3-yr TSR) | 550,968 total |
Vesting calendars (supply/overhang signals):
- RSAs: 12/10/2021 grant fully vested 12/10/2024; 12/9/2022 ratably on 12/9/2024 and 12/9/2025; 12/6/2023 ratably on 12/6/2024, 12/6/2025, 12/6/2026 .
- PSUs: 12/10/2021 tranche vested 12/31/2024; 12/9/2022 tranche vests 12/31/2025 (subject to performance certification); 12/6/2023 tranches 2024–2026 with 3-year vesting after annual certification .
Notable PSU certification event: On Jan 16, 2025, the Committee certified the 12/10/2021 PSUs; Bell received 24,606 units (settled in shares) .
Equity Ownership & Alignment
Beneficial ownership (as of Jan 6, 2025):
- Shares beneficially owned: 277,790; percent of class not shown (<1%) .
- Components include: 107,404 options exercisable within 60 days; 37,606 restricted shares; PSUs excluded until settled .
- Outstanding equity by award (9/30/2024 snapshot; all options shown are vested):
- Options: 22,500 @ $68.83 exp 12/2/2024; 41,000 @ $58.25 exp 11/30/2025; 22,485 @ $81.31 exp 12/5/2026; 43,919 @ $58.43 exp 12/4/2027 .
- Unvested RSAs and target PSUs with market values disclosed; RSA and PSU details above .
Ownership policy, pledging/hedging:
- Ownership guideline: NEOs must hold stock worth ≥2x base salary within five years; all NEOs on track or met requirements .
- Trading policy: Prohibits hedging, pledging, margin accounts, short sales; sales permitted under compliant 10b5-1 plans .
Employment Terms
- No employment contracts with named executive officers .
- Change-in-control (double trigger): for NEOs other than CEO, 2x (base + greater of prior-year bonus or target), 24 months of benefits, prorated annual bonus, accelerated vesting of unvested equity and nonqualified plan benefits; no tax gross-ups; agreements auto-renew for 2-year periods -.
- Bell’s illustrative CIC severance (assuming CIC+qualifying termination on 9/30/2024 at $30.42 close): Severance $1,930,026; Bonus $500,013; Continued benefits $164,654; Outplacement $7,500; Equity acceleration $2,541,872; Total $5,144,065 .
- Clawback: Robust policies beyond NYSE minimums .
Compensation Structure Analysis
| Element | 2022 | 2023 | 2024 | Commentary |
|---|---|---|---|---|
| Salary ($) | 422,538 | 439,232 | 460,962 | Modest, market-aligned adjustments . |
| Non-Equity Incentive ($) | 523,570 | 500,013 | 650,014 | 2024 uplift reflects 155.32% STI factor . |
| Stock Awards ($) | 1,094,425 | 1,229,870 | 1,349,927 | 50/50 PSUs/RSAs; PSUs tied to relative TSR and ROIC modifier -. |
| Pay Mix | — | — | — | Emphasis on at-risk equity and performance pay; no options granted since FY2018 for new awards . |
- Discretion/goal rigor: STI metrics reweighted to emphasize modified cash flow, capital returns, and strategic execution; threshold 50%, reach 200% maintained; no discretionary override noted .
- Say-on-Pay support: 96% approval at 2024 meeting, indicating investor alignment .
Performance & Track Record
- Corporate metrics delivered above target on modified cash flow ($890mm vs $886mm) and capital returned ($220mm vs $170mm) in FY2024; strong safety and execution underpinned strategy transitions (ERP go-live, KSA expansion, rig automation deployment) -.
- TSR trajectory from a 2020 base shows cyclical volatility but strong multi-year value creation emphasis in compensation linkages .
- Organization elevated Bell to EVP Eastern Hemisphere in Q4 2025 as part of leadership depth and growth positioning .
Compensation Peer Group (select PSU performance comparator set)
Relative TSR PSUs benchmark to an S&P 1500 oilfield services/drilling peer subset including Halliburton, Schlumberger, NOV, Patterson-UTI, Nabors, Valaris, Weatherford, and others (full list in proxy) .
Say-on-Pay & Shareholder Feedback
- 96% say-on-pay approval at 2024 Annual Meeting; Committee made no program changes in response, citing strong alignment .
Investment Implications
- Alignment: High at-risk pay, strict anti-hedging/pledging, ownership requirements, and robust clawback reduce agency risk; double-trigger CIC with no tax gross-ups is shareholder-friendly -.
- Execution incentives: 2024 pay levered to modified cash flow, capital returns, safety, and strategic execution; above-target outcomes (155.32% payout) signal operational delivery, but also increase realized cash comp cyclically -.
- Supply/overhang watch: Concentrated vesting windows in December (RSAs) and late-December/January (PSU certifications) may elevate insider selling pressure; e.g., 1/16/2025 PSU settlement delivered 24,606 shares to Bell .
- Retention: Significant unvested RSAs/PSUs and clear advancement path (promotion to EVP) suggest lower near-term flight risk; CIC economics are meaningful but contain double-trigger safeguards - .
- Performance linkage: With modified cash flow central to pay, monitor HP cash generation, capital return cadence, and ROIC versus peers for forward comp outcomes and potential PSU multiplier effects .