Randy A. Foutch
Helmerich & PayneAbout Randy A. Foutch
Randy A. Foutch (age 73) is an independent director of Helmerich & Payne, Inc. (“H&P”), serving on the Board since 2007; he chairs the Nominating & Corporate Governance Committee and is a member of the Human Resources Committee . In 2024, the independent directors designated him as Lead Director, reflecting his managerial, operational, and governance experience; he presided over all executive sessions of independent directors that year . He is a retired founder, CEO and chairman of Laredo Petroleum (now Vital Energy) and has extensive oil and gas leadership credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Laredo Petroleum, Inc. (now Vital Energy, Inc.) | Founder; CEO; Director & Chairman | CEO 2006–2019; Director & Chairman until 2020 | Founded and led a Permian-focused E&P; board leadership |
| Colt Resources Corp.; Latigo Petroleum, Inc.; Lariat Petroleum, Inc. | Founder/Chairman/executive roles | Prior to sales | Built and exited multiple oil and gas exploration companies |
| Bill Barrett Corporation | Director | 2006–2011 | Public E&P board experience |
| MacroSolve, Inc. | Director | 2006–2008 | Public company board experience (technology) |
| Cheniere Energy, Inc. | Director | 2013–2015 | LNG sector board experience |
| Galileo Holdco 1 Limited (parent of Galileo) | Independent Director | Jul 2022–Aug 2024 | Independent director experience; note H&P investment reviewed for independence |
| Citizen Energy (private) | Director | 2022–Oct 2024 | Private company board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pattern Computer, LLC | Advisory Board Member | Current | AI/ML and complex data analytics advisory role |
| CapturePoint LLC (private) | Director | Current | Carbon management services governance |
| National Petroleum Council | Member | Current | Advises U.S. Secretary of Energy on oil & gas matters |
| MD Anderson Cancer Center | Board of Visitors | Current | Non-profit oversight |
| National Museum of Wildlife Art | Board | Current | Non-profit governance |
| National Association of Corporate Directors | Directorship Certified® | Current | Ongoing director education and credentialing |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Human Resources .
- Lead Independent Director: Designated Lead Director in 2024; presides at executive sessions; coordinates independent directors; authorized to call executive sessions; may represent the Board in stakeholder communications .
- Independence: Board affirmed his independence under NYSE standards; reviewed H&P’s ~$43M investment in Galileo entities and his independent director role at Galileo Parent (until Aug 2024); no direct or indirect interest; independence maintained .
- Attendance and engagement: FY2024 Board meeting attendance averaged 99.2%; no incumbent director attended fewer than 91% of board/committee meetings; all 11 directors attended the 2024 Annual Meeting .
- Meetings held FY2024: Board 14; Audit 8; Nominating & Corporate Governance 4; Human Resources 5 .
- Executive sessions: Independent directors met in executive session at each of the four regularly scheduled Board meetings in FY2024; Mr. Foutch presided .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Quarterly cash retainer | 25,000 | Paid to each non-employee director |
| Lead Director fee (quarterly) | 6,250 | Applicable in FY2024 |
| Nominating & Corporate Governance Chair (quarterly) | 3,750 | Committee chair fee |
| Cash fees received (R. Foutch) | 140,000 | Sum of retainer + Lead Director + Chair fees |
| Dividends on restricted stock/stock units (R. Foutch) | 7,452 | Dividend equivalents under Director Plan |
| Annual restricted stock grant (target value) | 180,000 | Other non-employee directors’ annual grant target value |
| Stock awards (grant-date fair value, R. Foutch) | 179,988 | FASB ASC 718 grant FV |
| Total FY2024 compensation (R. Foutch) | 327,440 | Cash + equity + dividends |
- Director Deferred Compensation Plan: May defer cash and stock comp; cash accrues at prime + 1%; stock deferrals credited as stock units; distributions in cash upon separation; limited emergency withdrawals; change-in-control distributions permitted .
Performance Compensation
- Directors receive restricted stock; no options awarded in FY2024; directors do not have performance-based equity metrics tied to director compensation .
The Human Resources Committee oversees executive performance-based compensation (PSUs based on relative TSR with ROIC modifier) and clawback policies; in 2024, PSU earn-outs were 87.5% for certain one-year tranches and 150% for the 3-year tranche ending 12/31/2024, indicating pay-for-performance alignment in management comp overseen by the committee on which Mr. Foutch serves .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Current public company boards | None | Current public boards: none |
| Prior public boards | Laredo Petroleum (Vital Energy) 2006–2020; Bill Barrett 2006–2011; MacroSolve 2006–2008; Cheniere Energy 2013–2015 | Historical |
| Related party/transaction review | H&P invested ~$43M in Galileo technologies (2022 & 2024); Mr. Foutch was an independent director of Galileo Parent until Aug 2024; Board concluded no material relationship and affirmed independence | Reviewed; independence affirmed |
Expertise & Qualifications
- Executive leadership; private equity and capital markets; risk management; strategic planning; deep oil and gas industry insights from founding and leading large energy companies .
- NACD Directorship Certified®; National Petroleum Council member; recognized with EY Entrepreneur of the Year (twice) and American Association of Petroleum Public Service Award .
Equity Ownership
| Ownership Detail (as of 1/6/2025 unless noted) | Amount |
|---|---|
| Beneficial ownership (common) | 59,397 shares (includes options exercisable within 60 days) |
| Percent of class | <1% (no percentage shown for <1%) |
| Options included in beneficial ownership | 24,722 options exercisable within 60 days |
| Aggregate options outstanding (as of 9/30/2024) | 32,573 (vested/exercisable) |
| Unvested/restricted stock or stock units (9/30/2024) | 4,675 unvested stock units deferred under Director Plan |
| Director Plan stock units (not counted as beneficial ownership) | 42,572 stock units; 4,821 restricted stock units |
| Hedging/pledging status | Company policy prohibits hedging, pledging, margin accounts, short sales, and derivative transactions by directors |
| Ownership guidelines | Directors must hold ≥5x annual Board cash compensation; all non-employee directors have met or are on track |
Insider Trades
| Source | Disclosure |
|---|---|
| Proxy disclosure (FY2024 Section 16(a) compliance) | Company believes all officers/directors filed required ownership reports timely in FY2024; no Foutch-specific delinquency noted |
Governance Assessment
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Strengths
- Independent director since 2007; Lead Director in 2024; presided over executive sessions—supports robust independent oversight .
- Chair of Nominating & Corporate Governance and member of Human Resources Committee—direct influence on director succession, governance practices, compensation design, clawbacks, and ownership guidelines .
- High board engagement context: 99.2% average attendance; no director under 91%; regular executive sessions .
- Ownership alignment via equity grants and stringent anti-hedging/pledging and stock ownership guidelines; all directors meet/on-track .
- No related-person transactions required to be reported; Audit Committee oversight with formal policy .
-
Potential concerns and mitigants
- RED FLAG (potential interlock): H&P’s ~$43M investment in Galileo while Mr. Foutch served as an independent director of Galileo Parent through Aug 2024. Mitigant: Board concluded no direct/indirect interest and affirmed independence under categorical standards .
- Option holdings persist from prior grants (all vested/exercisable)—not a risk per se, but monitor for any future repricing or modifications; none disclosed for directors in FY2024 .
-
Compensation structure signals
- Cash vs equity mix shows majority equity for non-employee directors; restricted stock is sole stock-based director pay (no options in FY2024), aligning incentives with shareholder returns .
- Director compensation reviewed by independent consultant; no FY2024 changes, suggesting stability and market alignment .
-
Shareholder feedback
- Say-on-pay approval ~96% in 2024, indicating broad support for compensation program overseen by Human Resources Committee .
Overall, Mr. Foutch’s leadership roles (Lead Director; NCG Chair), independence determination amid a potential interlock, and strong governance practices support board effectiveness and investor confidence, with continued monitoring appropriate for any evolving related-party exposures or changes in director compensation structure .