Michael P. Lennox - Executive Vice President, Western Hemisphere Land | Helmerich & Payne (HP) Executive Profile & Compensation

About Michael P. Lennox

Michael P. Lennox is Executive Vice President of Western Hemisphere Land Operations at Helmerich & Payne, promoted effective October 1, 2025; he previously served as Senior Vice President, U.S. Land Operations (since December 2020) and Vice President, U.S. Land Operations (August 2017–December 2020) after joining H&P in 2008 . He is a U.S. Military Academy (West Point) graduate and earned an MBA from Texas Tech University; he is active with IADC and serves on the board of Standard Manufacturing and the Tulsa-based nonprofit Coffee Bunker . He was 43 in the company’s 2024 proxy and led HSE and digital operations across the largest AC-drive North American rig fleet; fiscal 2024 corporate performance yielded a 155.32% STI payout factor, and 2021 PSUs (granted in 2020) earned at 93.25% of target based on 3-year relative TSR .

Past Roles

Organization	Role	Years	Strategic Impact
Helmerich & Payne	Executive Vice President, Western Hemisphere Land Operations	2025–present	Oversees U.S. and Latin American land and offshore ops; led KCAD integration in South America; directs HSE and digital operations .
Helmerich & Payne	Senior Vice President, U.S. Land Operations	Dec 2020–Sep 2025	Led largest AC-drive rig fleet in North America; advanced rig floor automation deployment and customer performance initiatives .
Helmerich & Payne	Vice President, U.S. Land Operations	Aug 2017–Dec 2020	Drove NAS (North America Solutions) execution and performance programs .
Helmerich & Payne	District Manager (West Texas)	2012–Aug 2017	Led H&P’s largest district; built long-standing customer relationships .
Helmerich & Payne	Engineer Trainee / early roles	2008–2012	Early operational and engineering assignments, groundwork for leadership roles .

External Roles

Organization	Role	Years	Strategic Impact
International Association of Drilling Contractors (IADC)	Member	N/A	Industry standards and safety collaboration .
Standard Manufacturing	Board Member	N/A	Governance and strategic guidance .
Coffee Bunker (Tulsa nonprofit)	Board Member	N/A	Veteran support and community engagement .

Fixed Compensation

Metric	FY 2022	FY 2023	FY 2024
Base Salary ($)	390,000	440,000	455,000
Target Bonus (% of Base)	90% (Other NEOs)	90% (Other NEOs)	90% (Other NEOs)
Actual STI Bonus Paid ($)	498,030	488,902	636,035
Stock Awards ($)	980,319	1,169,788	1,319,895
All Other Compensation ($)	112,212	142,589	130,911
Total Compensation ($)	1,986,542	2,227,818	2,537,803

Performance Compensation

Annual Short-Term Incentive Plan (STI) – FY 2024 Design and Outcomes

Metric	Weighting	Target	Actual	Payout Factor
Modified Cash Flow	40%	Not disclosed	Not disclosed	Not disclosed
Capital Returned to Stockholders	20%	Not disclosed	Not disclosed	Not disclosed
Safety (LifeBelt SIF reduction, fatality override)	15%	Reduce SIF/SIF Potential incidents by 10%	Reduced by ~17%; no fatal operational injury	200%
Strategic Objectives & Performance Indicators (incl. integral software go-live, rig commitments, automation, DE&I)	25%	Go-live 10/1/2024; increase international rig commitments; deliver rig floor automation; deploy DE&I framework	Achieved go-live; KSA rig commitment; delivered 13 full + 27 partial automation packages; DE&I framework deployed	175% (strategic objectives)
Overall STI Payout Factor (applied to Lennox target)	—	—	—	155.32%

Lennox’s FY 2024 STI award: Base $455,000 × target 90% × payout 155.32% = $636,035 .

Long-Term Equity Incentive Awards (Grant Mix: 50% PSUs, 50% Restricted Stock)

Grant Year	PSUs Target (#)	PSUs Grant-Date Value ($)	Restricted Shares (#)	Restricted Shares Grant-Date Value ($)
2021 (granted Dec 2021)	16,271	490,131	—	—
2022 (granted Dec 2022)	10,770	584,828	13,101	584,960
2023 (granted Dec 2023)	16,558	659,920	18,728	659,975

Vesting and performance conditions:

PSUs: 3-year relative TSR with annual one-year TSR tranches; ROIC +/-25% modifier on 2022 and 2023 grants; earned 0–200% and settled in stock . 2021 PSUs (granted Dec 2020) earned at 93.25% of target over 3 years; Lennox earned 11,261 units valued $407,873 as of 12/31/2023 .
Restricted Shares: Time-based, ratable vesting; dividends paid during the restricted period .

Upcoming Vesting Schedules (Unvested Awards)

Grant Date	Type	Lennox Units/Shares Unvested	Vesting Schedule
12/10/2021	Restricted Shares	6,570	Fully vest 12/10/2024
12/10/2021	PSUs (time-vest tranche)	6,579	Fully vest 12/31/2024; Committee certified vesting on 1/16/2025 (22,039 units for Lennox were noted as vested for 12/10/2021 PSUs)
12/9/2022	Restricted Shares	8,734	Ratable on 12/9/2024 and 12/9/2025
12/9/2022	PSUs (unearned)	9,585 (at target)	Subject to one-year TSR for 2024/2025; full vest at 12/31/2025 if earned
12/6/2023	Restricted Shares	18,728	Ratable on 12/6/2024, 12/6/2025, 12/6/2026
12/6/2023	PSUs (unearned)	17,140 (at target)	Subject to one-year TSR (2024–2026) and 3-year TSR; time-vest through 3-year term

Stock vested in FY2024: Lennox acquired 43,471 shares on vesting, realizing $1,522,499 .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	149,543 shares as of Jan 6, 2025 (includes restricted shares and options exercisable within 60 days) .
Percent of Class	Not listed (<1%) .
Options Exercisable (included in ownership)	43,412 options as of Jan 6, 2025 .
Outstanding Options (grant details)	8,400 @ $58.25 exp. 11/30/2025; 35,012 @ $58.43 exp. 12/4/2027 .
Unvested Restricted Shares (included in ownership)	36,663 as of Jan 6, 2025 .
Ownership Guidelines	Other NEOs must hold ≥2× base salary; compliance: all NEOs met or are on track within 5 years .
Hedging/Pledging	Prohibited for Directors, officers, employees; margin accounts and pledging not allowed; 10b5‑1 plans permitted under strict guidelines .

Employment Terms

Provision	Lennox Terms
Employment Contracts	Company does not have employment contracts with NEOs .
Change-in-Control Agreements	Double trigger; benefits only if both a CIC and qualifying termination occur within 24 months .
CIC Severance Multiple	2× current base salary + greater of prior-year bonus or target-year bonus; prorated annual bonus; 24 months of benefits; full vest of unvested equity .
CIC Economics (as of 9/30/2024 at $30.42/share)	Severance $1,887,804; Bonus $488,902; Continued Benefits $148,305; Outplacement $7,500; Stock Awards Accelerated $2,400,802; Total $4,933,313 .
Clawbacks	NYSE Rule 10D‑1 compliant clawback for accounting restatements; additional recoupment for misconduct for VP+; plan-level cancellation/recoupment provisions .
Tax Gross-Ups	None provided to NEOs .

Investment Implications

Strong pay-for-performance alignment: 50/50 PSU/Restricted mix; STI metrics emphasize cash flow, capital returns, safety, and strategic execution; FY2024 STI payout of 155.32% indicates above-target operational and financial execution .
Upcoming vesting events may create selling pressure: sizeable restricted share tranches in Dec 2024/2025/2026 and PSU settlements in Dec 2024/2025; monitor trading windows and any 10b5‑1 plan disclosures around these dates .
Retention risk mitigated: double-trigger CIC with 2× pay multiple, 24 months benefits, and equity acceleration; robust clawbacks; prohibition on hedging/pledging; ownership guideline of ≥2× salary with compliance “met/on track” supports alignment .
Execution track record: PSU earning at 93.25% of target over 3-year TSR (2021 grant) and strategic deliverables (software go-live, rig commitments, automation) suggest operational effectiveness during his leadership tenure .
Governance backdrop remains supportive: say-on-pay approval ~96% in 2024; use of independent comp consultant; no employment contracts or tax gross-ups reduces shareholder-unfriendly risks .