John W. Lindsay

About John W. Lindsay

John W. Lindsay, 64, is President and Chief Executive Officer of Helmerich & Payne (H&P) since March 2014 and a Director since September 2012; he joined H&P in 1987 and has held roles across U.S. land and international operations, COO, and President before becoming CEO . Under his leadership in fiscal 2024, H&P maintained 151 active North America Solutions rigs despite a ~5% U.S. rig count decline, expanded internationally (eight rigs for Saudi Aramco committed) and announced the KCA Deutag acquisition; capital returns totaled ~$220 million via base and supplemental dividends and repurchases . The company’s incentive design emphasizes Modified Cash Flow and relative TSR; 2024 STI paid at 155.32% of target, reflecting performance against financial, safety, and strategic metrics .

Past Roles

External Roles

Board Governance & Service

• H&P Director since 2012; committee roles: none (management director) .
• Governance structure: non-independent Chairman (Hans Helmerich); independent Lead Director (Randy Foutch) presides over executive sessions held at each of the four regular meetings in fiscal 2024; board met 14 times and no director attended <91% of assigned meetings .
• Dual-role implications: CEO is not Chairman, mitigating concentration of power; presence of Lead Independent Director and independent committees supports oversight. Independence: Lindsay is not independent as CEO .

Fixed Compensation

Multi-year reported compensation (Summary Compensation Table):

Key fixed/perquisite items (2024):

• Retirement plans: Pension and Supplemental Pension Plan were frozen in 2006; Lindsay participates (2024 change in actuarial value: $4,676) .
• Perquisites: Company aircraft personal use valued at $46,934; dividends on restricted stock $251,281; savings plan matches and other benefits detailed in proxy .

Performance Compensation

Short‑term incentive (STI) design and 2024 outcomes:

• CEO target bonus: 120% of base salary; 2024 payout factor: 155.32%; CEO bonus paid: $2,143,416 .
• Financial metrics emphasized Modified Cash Flow and capital returned to shareholders; operational and strategic metrics included safety (with fatality override) and strategic initiatives .

2024 STI metrics and results:

Long‑term incentives (LTI) and vesting:

• 2024 target equity grant: 500% of base salary ($5,544,000), split 50% PSUs and 50% time‑vested restricted stock (RSAs) .
• 2024 PSUs: 69,551 target units ($2,771,941 grant‑date value); performance based on relative TSR vs defined S&P 1500 oilfield peer group, with ±25% ROIC modifier; payouts 0–200% with negative absolute TSR cap .
• 2024 RSAs: 78,660 shares ($2,771,978 grant‑date value); ratable vesting over three years (Dec 2024–Dec 2026) .
• 2024 PSU earned tranches (as of 12/31/2024): 11,310 units earned for 2024 one‑year TSR; prior‑year one‑year and three‑year TSR tranches also shown; earned one‑year tranches remain subject to time‑vesting until end of 3‑year term .
• Stock vested in FY2024: 203,975 shares for Lindsay; value realized $7,144,890 (potential near‑term liquidity pressure around vest dates) .
• Options: Company has not granted options since fiscal 2018; legacy options remain outstanding . As of 9/30/2024 close ($30.42), CEO’s outstanding option strikes ($58.25–$81.31) were out‑of‑the‑money .

Target PSU grants (most recent 3 years):

Equity Ownership & Alignment

• Beneficial ownership: 1,086,154 shares (1.07% of outstanding) as of Jan 6, 2025; includes 155,603 restricted shares and 467,405 options exercisable within 60 days .
• Unvested awards at 9/30/2024 (selected CEO items): RSAs 30,911 (12/10/2021 grant), 39,418 (12/9/2022), 78,660 (12/6/2023); PSUs outstanding at target (various tranches) with market values shown; see Outstanding Equity Awards table for detail .
• Ownership guidelines: CEO must hold ≥5x base salary; all NEOs and directors have met or are on track within the five‑year window .
• Hedging/pledging: Prohibited for directors and officers; 10b5‑1 plans permitted under strict guidelines .

Employment Terms

• No employment contract for named executive officers; robust clawback policies exceeding NYSE minimums; no tax gross‑ups .
• Change‑in‑control (CIC) agreements: double‑trigger (CIC plus qualifying termination within 24 months) with CEO severance equal to 3×(base salary + greater of target or prior year bonus), 24 months of benefits, prorated bonus (greater of target or prior year), up to $7,500 outplacement; unvested equity vests on double trigger; agreements auto‑renew for successive two‑year periods; no gross‑ups .
• Estimated CEO CIC payments (as of 9/30/2024, using $30.42 share price): Severance $8,378,127; Bonus $1,642,709; Benefits $400,322; Outplacement $7,500; Equity acceleration $10,638,558; Total $21,067,216 .

Performance & Track Record

• 2024 operational highlights: Maintained NA rig count at 151 despite ~5% U.S. industry decline; secured eight rigs for Saudi Aramco; announced and in Jan 2025 closed KCA Deutag acquisition to accelerate international growth and diversify cash flows .
• Capital allocation: ~$220 million returned in 2024 (base and supplemental dividends plus buybacks); 2025 plan projects nearly $100 million in base dividends, prioritizing FCF to reduce KCA Deutag acquisition debt .
• Pay versus performance disclosures emphasize Modified Cash Flow as the key financial measure linking compensation to performance; relative TSR framework governs PSUs .

Compensation Committee & Peer Benchmarking

• Independent consultant: Willis Towers Watson; program targets median of peer group; majority of target total direct comp is variable and equity‑based .
• Compensation Peer Group (FY2024 decisions): Baker Hughes, ChampionX, Expro, Helix, Nabors, NOV, Oceaneering, Oil States, Patterson‑UTI, Precision Drilling, ProPetro, RPC, TechnipFMC, Transocean, Weatherford; H&P’s market cap/EV/revenue were ~54th/51st/54th percentiles vs peers at the time .
• Say‑on‑pay support: ~96% approval at 2024 Annual Meeting .

Risk Indicators & Red Flags

• Positive: Double‑trigger CIC; no tax gross‑ups; hedging/pledging prohibited; robust clawbacks; options not re‑priced and no new options granted since FY2018 .
• Considerations: Significant equity acceleration on CIC ($10.6 million) may influence M&A dynamics; meaningful annual vesting (RSAs/PSUs) and 2024 vest value ($7.14 million) can create periodic liquidity windows; legacy options currently out‑of‑the‑money .

Investment Implications

• Pay‑for‑performance is anchored in cash generation (Modified Cash Flow), capital returns, safety, and strategic execution; 2024 STI payout of 155% indicates strong performance versus targets and supports retention, but also implies elevated near‑term cash comp .
• Equity alignment is high: large unvested RSA/PSU overhang with strict ownership and anti‑hedging/pledging policies; upcoming vest dates (Dec 2024–2026) and earned PSU tranches may create episodic insider selling windows, though 10b5‑1 usage mitigates information risk .
• Governance structure (non‑executive, non‑independent Chair; Lead Independent Director) plus strong say‑on‑pay (96%) suggests low external governance pressure; CIC economics (3× cash plus full equity acceleration on double trigger) are material and relevant in any strategic review .
• Shift away from options to RSUs/PSUs lowers risk for the executive and increases line‑of‑sight alignment with TSR and ROIC outcomes; legacy options remain OTM at FY2024 pricing, reducing near‑term exercise overhang .