Raymond John (“Trey”) Adams III

About Raymond John (“Trey”) Adams III

Raymond John (“Trey”) Adams III is President of Helmerich & Payne (effective October 1, 2025), leading all revenue-generating business units; he previously served as SVP, Global Commercial Sales & Marketing (January 2025–September 2025) and SVP, Digital Operations, Sales & Marketing (December 2020–January 2025). He is 40 years old as of his September 2025 appointment and joined H&P in 2008, with a career spanning operations, technology integration, and commercial leadership focused on blending drilling know‑how with digital solutions and international expansion . Company pay-for-performance context during his senior leadership tenure includes a 155.32% FY2024 STI payout driven by Modified Cash Flow, capital returns, safety, and execution metrics, plus a relative-TSR/ROIC‑modified LTI design; H&P’s TSR value of an initial $100 investment reached $245 for the 2021–2024 measurement window, and FY2024 Modified Cash Flow totaled $890MM with ~$220MM returned to shareholders .

Past Roles

External Roles

No public company directorships or external roles disclosed in company filings for Adams; H&P materials list internal executive roles only .

Fixed Compensation

Performance Compensation

H&P executive incentive design applicable to senior officers (including Adams’ plan participation):

• Annual Short-Term Incentive (STI) – FY2024 structure and outcomes: | Metric | Weight | Threshold | Target | Reach | Actual | Payout vs target | Weighted contribution | |---|---:|---:|---:|---:|---:|---:|---:| | Modified Cash Flow ($MM) | 40% | 709 | 886 | 988 | 890 | 103.92% | 41.57% | | Capital Returned to Stockholders ($MM) | 20% | 120 | 170 | 210 | 220 | 200.00% | 40.00% | | Safety (SIF/LifeBelt) and ESG | 15% | — | Reduce SIF/SIF‑Potential by 10% | — | −17% achieved | 200% | 30.00% | | Strategic objectives (systems go‑live, international rigs, tech initiatives, talent/DEI) | 25% | — | Programmatic targets | — | Achieved (e.g., Oct 1 software go‑live) | 175% | 43.75% | | Total FY2024 STI payout factor | | | | | | | 155.32% |

• Long-Term Incentives (LTI): | Element | Design | Performance/vesting | Notable modifiers/caps | |---|---|---|---| | Performance Share Units (50% of target LTI) | Relative TSR vs an oilfield services/drilling peer set | Three-year performance with annual one‑year TSR tranches that time‑vest at end of 3‑year term | +/-25% ROIC modifier; if absolute TSR is negative, payout capped at target . | | Time‑Vested Restricted Stock (50% of target LTI) | Retention equity aligned to share price | Ratable vesting over three years (typical recent grants: vest on 12/6 or 12/9 over three anniversaries) | Standard forfeiture on termination; cash dividends paid on RS; examples: 12/6/2023 grant vests 12/6/2024, 12/6/2025, 12/6/2026 . |

Notes:

• FY2024 target LTI values for other NEOs were set at 300% of base salary (CEO 500%); Adams’ FY2026 LTI specifics were not disclosed as of the 8‑K, but he remains eligible under the program .
• Recent PSU grants and payout curves (threshold to max) are detailed in the proxy; dividend equivalents accrue and settle with PSUs .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 5x base salary; other named executive officers 2x base salary. Filings state all NEOs and non‑employee directors have met or are on track within the 5‑year window; these guidelines apply to executive officers generally .
• Hedging/pledging: Company policy prohibits hedging, pledging, margin accounts, short sales; Rule 10b5‑1 trading plans are permitted under strict guidelines .
• Beneficial ownership disclosure: The 2025 proxy lists directors, CEO and NEOs individually (and all directors/executive officers as a group), but does not list Adams individually for FY2024 since he was not an NEO at that time; thus his specific share count is not disclosed there .
• Vesting cadence and potential selling pressure: Annual executive grants typically occur in November/December; RSAs vest on grant anniversaries (e.g., 12/6, 12/9) and PSUs settle after performance certification (e.g., 12/31 period ends). These schedules can create periodic liquidity windows around year‑end; specific award dates for Adams were not disclosed in the cited filings .

Employment Terms

Note: CIC agreements are in place for named executive officers “and certain other key employees”; Adams’ inclusion is not explicitly disclosed in the excerpts reviewed. Equity plan documents include double‑trigger vesting provisions that apply upon CIC plus termination .

Investment Implications

• Incentive alignment: Adams’ move to President with a $660k base and 100% bonus target ties a material portion of cash comp to annual results, while H&P’s 50% PSU / 50% RSA LTI mix links multi‑year pay to relative TSR and ROIC. This design strongly aligns leadership incentives with shareholder returns and disciplined capital allocation .
• Execution and payout backdrop: FY2024 produced a 155.32% STI payout driven by Modified Cash Flow ($890MM), capital returns ($220MM), safety, and technology/operational execution, indicating the plan is paying for measurable operating outcomes that management controls .
• Governance/retention: Robust clawbacks, strict hedging/pledging prohibitions, and stock ownership requirements mitigate governance risk and promote “skin in the game.” Double‑trigger CIC protections (common in sector) reduce flight risk during strategic transitions (e.g., the KCAD integration) without egregious gross‑ups .
• Succession/organizational leverage: The promotion to President places Adams at the operational helm of global revenue lines amid an expanded footprint and signals bench strength for execution on international growth and technology‑enabled drilling productivity, key drivers of medium‑term value creation cited by H&P’s Board and CEO .