Kevin G. Cramton
Helmerich & PayneAbout Kevin G. Cramton
Kevin G. Cramton, 65, has served as an independent director of Helmerich & Payne since March 2017. He is an operating and executive partner at HCI Equity Partners (since 2016) and previously held CEO and senior leadership roles across automotive components and investment firms. He serves on HP’s Audit Committee (designated as an “audit committee financial expert”) and the Nominating & Corporate Governance Committee; he is affirmed independent under NYSE standards. The Board reported 99.2% attendance overall in FY2024 and no incumbent director attended fewer than 91% of meetings; all 11 directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HCI Equity Partners | Operating and Executive Partner | 2016–present | Portfolio company board service; PE oversight |
| ERShares | Director | n/a | Global asset manager board service |
| Tribar Technologies, Inc. | Chairman & CEO | 2019–2023 | Led automotive trim manufacturer |
| Atlantix Global Systems | Executive Chairman | 2016–2017 | IT decommissioning/services leadership |
| Cardone Industries | Chief Executive Officer | 2012–2015 | Automotive aftermarket components |
| Revstone Industries, LLC | Chief Executive Officer | 2011–2012 | Automotive components manufacturer |
| RHJ International (Ripplewood Holdings) | Managing Director | 2007–2011 | Public investment holding firm leadership |
| Ford Motor Company | Director, Corporate Business Development | n/a | Led M&A activity at Ford |
External Roles
| Organization | Role | Tenure | Public Company? | Committees/Notes |
|---|---|---|---|---|
| Apeiron Capital Investment Corp. | Director | 2021–2023 | Yes | SPAC directorship (past 5 years) |
| ERShares | Director | n/a | Not disclosed | Asset manager board |
| Other current public company boards | — | — | — | None listed |
Board Governance
- Committee assignments: Audit Committee member (financial expert) and Nominating & Corporate Governance Committee member .
- Independence: Board affirmed independence for Mr. Cramton and all non-employee directors (except Chair and CEO) under NYSE standards; related-person transactions policy review found none requiring disclosure .
- Attendance and engagement: Board held 14 meetings in FY2024; Audit (8), Nominating & Governance (4); independent directors held executive sessions at each of four regularly scheduled Board meetings, presided by the Lead Director .
- Lead Independent Director: Randy A. Foutch served as Lead Director in 2024 .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash retainers | $105,000 | Quarterly director retainer $25,000; audit member fee $1,250/quarter (total aligns to fees) |
| Restricted stock grant (target value) | $179,988 | Annual non-employee director grant target $180,000 |
| All other compensation (dividends) | $7,452 | Dividends on restricted stock/stock units |
| Total | $292,440 | Sum of components |
Director plan features:
- Optional deferral of cash and stock compensation; interest alternative accrues at prime + 1% and stock unit alternative tracks HP share price/dividends; distributions occur upon separation or change-in-control. No above-market interest for Mr. Cramton in FY2024 .
Performance Compensation
- Directors receive time-based restricted stock only; no performance-conditioned equity or cash metrics apply to non-employee director pay. HP has not granted stock options to directors in FY2024; outstanding options for some directors reflect legacy grants (none unexercisable) .
Other Directorships & Interlocks
- Current other public boards: None .
- Prior public boards (last five years): Apeiron Capital Investment Corp. (2021–2023) .
- Private/financial roles: HCI Equity Partners and ERShares directorships; HP’s related person transaction policy and Audit Committee oversight reported no related person transactions requiring disclosure for FY2024 .
Expertise & Qualifications
- Skills: Executive leadership; risk management; accounting & finance; investment/private equity and capital markets; diverse industries .
- Audit committee financial expert designation by Board .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 43,460 shares (includes options exercisable within 60 days and restricted shares) |
| Ownership % of shares outstanding | <1% (percent not shown for holdings under 1%) |
| Unvested restricted stock/stock units | 4,675 (granted Feb 28, 2024; vest one year from grant) |
| Stock options outstanding | 12,613 (vested and exercisable; no unexercisable options) |
| Pledging/hedging | Company policy prohibits hedging or pledging by directors; trading preclearance and blackout windows apply |
| Ownership guideline | Directors must hold ≥5x annual board cash compensation; all directors have met or are on track |
Governance Assessment
- Board effectiveness: Active committee participation with financial expertise enhances oversight of financial reporting, ERM, cybersecurity, and governance. Independent structure with Lead Director and regular executive sessions supports robust oversight .
- Independence & conflicts: Board affirmed Mr. Cramton’s independence; FY2024 disclosure reports no related-person transactions. PE/asset management ties warrant ongoing monitoring but no HP-linked transactions disclosed (mitigated by policy and committee oversight) .
- Attendance & engagement: High engagement culture (99.2% attendance overall); no director below 91% attendance; suggests strong diligence. Full attendance at 2024 Annual Meeting .
- Compensation alignment: Director pay mix is balanced (cash retainer plus time-based equity) with stock ownership guidelines and dividend accrual. Absence of meeting fees and performance pay reduces short-term incentives; deferral options and ownership rules align interests .
- Signals from shareholder votes: Say-on-pay approval was ~96% at 2024 meeting, indicating investor support for HP’s compensation governance broadly (contextual support for board’s oversight credibility) .
RED FLAGS and watch items:
- Options outstanding for directors are legacy and fully exercisable; no new option grants since 2018, reducing repricing risk (no repricing disclosed) .
- No pledging/hedging permitted; no disclosures of pledged shares for Mr. Cramton (positive) .
- Related party transactions: None reported for FY2024; continue to monitor interactions with entities connected to private equity/asset management roles .
Overall, Mr. Cramton brings deep operating and private equity experience, adds Audit Committee financial expertise, and maintains independence and ownership alignment. The compensation structure and attendance indicate strong governance engagement with minimal conflict risk based on current disclosures .