José R. Mas
Helmerich & PayneAbout José R. Mas
José R. Mas (age 53) has served on Helmerich & Payne’s Board since 2017 and is an independent director. He is a member of the Human Resources Committee and the Nominating & Corporate Governance Committee. Mas is the Chief Executive Officer of MasTec, Inc., a large public infrastructure services provider, and brings executive leadership, private equity and capital markets, risk management, and strategic planning expertise; he received EY National Entrepreneur of the Year awards in 2011 and 2012 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MasTec, Inc. | Chief Executive Officer | 2007–present | Led growth across diverse infrastructure industries; capital markets and strategic planning experience . |
| MasTec, Inc. | President | 2007–2010 | Operational leadership during expansion . |
| MasTec, Inc. | Vice Chairman; EVP – Business Development | 2001–2007 | Strategy and business development leadership . |
| MasTec, Inc. | Leader, Communications Service Operation | 1999–2001 | Segment leadership . |
| MasTec, Inc. | Joined company | 1992 | Career foundation in infrastructure services . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MasTec, Inc. | Director | 2001–present | Current public company board service . |
| MasTec, Inc. | Chief Executive Officer | 2007–present | Operating executive of a public company . |
| American Virtual Cloud Technologies, Inc. | Director | 2017–2020 | Prior public company directorship . |
Board Governance
- Committee assignments: Human Resources Committee (member) and Nominating & Corporate Governance Committee (member) .
- Committee chair roles: None disclosed for Mas (current chairs: HR—Belgacem Chariag; NCG—Randy A. Foutch) .
- Independence: The Board affirmatively determined Mas is independent under NYSE rules and company standards; independence review noted no material relationship for Mas .
- Attendance and engagement: In fiscal 2024, the Board met 14 times; HR met 5; NCG met 4. No incumbent director attended fewer than 91% of aggregate Board and committee meetings; overall Board and committee attendance was 99.2% .
- Compensation oversight: Mas serves on the Human Resources Committee, which oversees executive compensation risk, clawbacks, ownership guidelines, and human capital matters; he is listed among signatories to include CD&A in the proxy .
Fixed Compensation
| Component | Amount | Frequency/Notes |
|---|---|---|
| Non-Employee Director Cash Retainer | $25,000 | Per quarter ($100,000 annual) . |
| Lead Director Cash Retainer | $6,250 | Per quarter (not applicable to Mas) . |
| Committee Chair Fees | Audit: $7,500; HR: $3,750; NCG: $3,750 | Per quarter (Mas is not a chair) . |
| Audit Committee Member Fee | $1,250 | Per quarter (Mas is not on Audit) . |
Notes: Restricted stock is the sole form of stock-based compensation awarded to Directors; directors who are employees receive no additional Board compensation .
Performance Compensation
| Component | Target Value | Structure | Performance Metrics Tied to Compensation |
|---|---|---|---|
| Annual Restricted Stock Grant (Non-Employee Director) | $180,000 | Time-based restricted stock; sole stock-based form for directors | None disclosed for directors; no PSU metrics—restricted stock only . |
Clawbacks, risk assessment, and performance metrics apply to executive compensation programs overseen by the Human Resources Committee; not used to determine director pay outcomes .
Other Directorships & Interlocks
| Company | Relationship to H&P | Potential Interlock/Conflict |
|---|---|---|
| MasTec, Inc. (CEO & Director) | Infrastructure services provider in North America | No related-party transactions with Mas disclosed; Board independence affirmed for Mas . |
| American Virtual Cloud Technologies, Inc. (2017–2020) | Prior board service | No current interlock; historical only . |
Governance context: The NCG Committee monitors outside commitments; policy limits public company board seats and the Board determined all nominees have adequate time; currently no Director serves on more than one other public company board, consistent with overboarding guardrails .
Expertise & Qualifications
| Attribute | Details |
|---|---|
| Executive leadership | CEO experience at a large public company . |
| Capital markets & private equity | Board notes PE and capital markets expertise . |
| Risk management | Explicitly cited as a qualification . |
| Strategic planning | Explicitly cited as a qualification . |
| Recognition | EY National Entrepreneur of the Year (2011, 2012) . |
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 43,460 | January 6, 2025 | Includes options exercisable within 60 days and restricted shares . |
| Options exercisable within 60 days | 12,613 | January 6, 2025 | Included in beneficial ownership . |
| Restricted shares | 4,675 | January 6, 2025 | Counted toward ownership per guidelines . |
| Percent of outstanding | <1% | January 6, 2025 | Percent not calculated if <1% . |
Stock ownership alignment:
- Directors must own shares equal to ≥5x annual Board cash compensation; all non-employee Directors have met or are on track within five years .
- Hedging and pledging of Company stock are prohibited for Directors (short sales, derivatives, margin accounts, pledging) .
Governance Assessment
- Strengths: Independent status; consistent committee membership on HR and NCG; strong attendance and Board engagement (≥91% for incumbents; aggregate 99.2%); equity-based director compensation and strict ownership guidelines (5x cash retainer) align incentives; robust clawback framework and comprehensive compensation risk assessment under HR Committee oversight .
- Potential watch items: As a sitting CEO of a public company (MasTec), outside time commitments are monitored under H&P’s overboarding policy; current determination is adequate time and policy compliance (no Director serves on more than one other public board) . Legacy director options exist but restricted stock is the only ongoing director equity vehicle; no hedging/pledging permitted, reducing alignment risk .
- Conflicts/related-party exposure: No Mas-related related-party transactions disclosed; Board independence determination explicitly included Mas as independent; unrelated investments in Galileo were considered for two other directors, not Mas .
Additional governance signals: Say-on-pay approval of ~96% in 2024 suggests investor support for the compensation program overseen by the HR Committee on which Mas serves . Executive sessions, separation of Chair/CEO roles, and 100% independent committees support board effectiveness .