Helmerich & Payne, Inc DEF 14A, filed Jan 17, 2024

Helmerich & Payne, Inc. (HP)

DEF 14A 2024-01-17 For: 2024-02-27

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Added on June 12, 2026

About this DEF 14A

Helmerich & Payne, Inc filed this DEF 14A on January 17, 2024.

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	DATE AND TIME:			VIRTUAL MEETING SITE			RECORD DATE
	Tuesday, February 27, 2024 12:00 p.m., Central time			www.virtualshareholdermeeting.com/HP2024			You may vote if you were a stockholder of record as of the close of business on January 2, 2024.

					Table of Contents
					ANNUAL MEETING INFORMATION					2
					PROXY SUMMARY					3
					CORPORATE GOVERNANCE					11
					DIRECTORS					21
					DIRECTOR COMPENSATION FOR FISCAL 2023					36
					DIRECTOR COMPENSATION TABLE					37
					OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END (DIRECTORS)					38

					PROPOSAL NO. 1					39
					ELECTION OF DIRECTORS

					PROPOSAL NO. 2					40
					RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
					EXECUTIVE OFFICERS					44
					COMPENSATION COMMITTEE REPORT					46
					COMPENSATION DISCUSSION AND ANALYSIS					47
					SUMMARY COMPENSATION TABLE					66
					GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023					68
					OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END					69
					STOCK VESTED IN FISCAL 2023					70
					PENSION BENEFITS FOR FISCAL 2023					70
					NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023					72
					POTENTIAL PAYMENTS UPON CHANGE-IN-CONTROL					73

					PROPOSAL NO. 3					74
					ADVISORY VOTE ON EXECUTIVE COMPENSATION
					PAY RATIO DISCLOSURE					75
					PAY VERSUS PERFORMANCE					76

					PROPOSAL NO. 4					79
					APPROVAL OF THE HELMERICH & PAYNE, INC. 2024 OMNIBUS INCENTIVE PLAN
					SUMMARY OF ALL EXISTING EQUITY COMPENSATION PLANS					93
					SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS					94
					SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT					95
					GENERAL INFORMATION					96
					APPENDIX A — HELMERICH & PAYNE, INC. 2024 OMNIBUS INCENTIVE PLAN					A-1

	DATE AND TIME:				VIRTUAL MEETING SITE				RECORD DATE
	Tuesday, February 27, 2024 12:00 p.m., Central time				www.virtualshareholdermeeting.com/HP2024				You may vote if you were a stockholder of record as of the close of business on January 2, 2024.

	OUR PURPOSE			Improving lives through efficient and responsible energy.
	WHAT WE DO			We safely provide performance-driven drilling solutions.
	OUR VALUES			Our values reflect who we are and the way we interact with one another, our customers, partners, and shareholders
				Actively C.A.R.E.: We treat one another with respect. We care about each other. We are committed to Controlling and Removing Exposures for ourselves and others.
				Service Attitude: We do our part and more for those around us. We consider the needs of others and provide solutions to meet their needs.
				Innovative Spirit: We constantly work to improve and try new approaches. We make decisions with the long-term view in mind.
				Teamwork: We listen to one another and work toward a common goal. We collaborate to achieve results and focus on success with our customers and shareholders.
				Do the Right Thing: We are honest and transparent. We tackle tough situations and speak up when needed.

	Board Composition and Independence				Board and Committee Practices				Stockholder Rights
	• 100% independent committees • 9 of our 11 directors are independent • Separation of Chair and CEO roles • Strong independent Lead Director, elected by independent directors • Regular executive sessions provided for Board members • Significant interaction with senior management and access to other employees				• Director orientation and continuing education • 96.5% attendance at Board and committee meetings in fiscal 2023 • Commitment to include candidates who reflect diverse backgrounds, including diversity of gender and race in search for new director candidates • Active Board oversight of strategy, risk management, and sustainability program • Stock ownership guidelines				• Single class of stock with equal voting rights • Annual elections for directors • Majority voting standard for uncontested director elections • Proxy access for stockholders • Active stockholder engagement

							By Order of the Board of Directors,

							William H. Gault Corporate Secretary
	Tulsa, Oklahoma January 17, 2024

	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON FEBRUARY 27, 2024
	The proxy statement and our 2023 Annual Report to Stockholders are available at www.proxyvote.com.

		Board of Directors
		• Oversees the Company’s processes for identifying and managing the significant risks facing the Company • Reviews the Company’s significant risks and the responsibilities of management and the Board’s committees in assisting the Board in its risk oversight			• Evaluates Board processes and performance and the overall effectiveness of the Board • Oversees climate-related risks and opportunities and the Company’s strategy, policies and performance related to environmental, health and safety, corporate social responsibility and sustainability matters			• Reviews and approves business plans, major strategies, and financial objectives • Monitors strategic and business risks ◦ drilling business ◦ technology solutions ◦ markets ◦ capital investments

	Drilling Segment Operating Revenue
	North America Solutions			International Solutions
	$2,519M			$212.5M
	40.9% year-over-year increase			56.2% year-over-year increase
	Offshore Gulf of Mexico
	$130M
	3.8% year-over-year increase

	Contracted Drilling Rig Fleet (Sept. 30 of FY)			Average Active Rigs(1)

	AUDIT COMMITTEE
	Members: Donald F. Robillard, Jr. (Chair); Delaney M. Bellinger; Kevin G. Cramton; Elizabeth R. Killinger; John D. Zeglis
	PRIMARY RESPONSIBILITIES • assist the Board in fulfilling its independent and objective oversight responsibilities of financial reporting and internal financial and accounting controls of the Company • monitor the qualifications, independence, and performance of our independent registered public accounting firm AUDIT COMMITTEE REPORT AND CHARTER • The Audit Committee Report is provided below under “Proposal 2 — Ratification of Appointment of Independent Auditors” • The Board has adopted a written charter for the Audit Committee, which is available on our website at www.helmerichpayne.com/corporate-governance-information QUALIFICATIONS/INDEPENDENCE • The Board has determined Messrs. Cramton and Robillard are “audit committee financial experts” as defined by the Securities and Exchange Commission (“SEC”) • The Board has also determined that all Audit Committee members are “financially literate” as contemplated by the rules of the New York Stock Exchange (“NYSE”) • All members of the Audit Committee are independent

	HUMAN RESOURCES COMMITTEE
	Members: Thomas A. Petrie (Chair); Randy A. Foutch; Belgacem Chariag; José R. Mas
	PRIMARY RESPONSIBILITIES • evaluate the performance of our executive officers • review and make decisions regarding compensation of our executive officers • make recommendations regarding compensation of non-employee members of our Board • review and make recommendations or decisions regarding incentive compensation and equity-based compensation COMPENSATION COMMITTEE REPORT AND HUMAN RESOURCES COMMITTEE CHARTER • The Compensation Committee Report is provided below under “Compensation Committee Report” • The Board has adopted a written charter for the Human Resources Committee, which is available on our website at www.helmerichpayne.com/corporate-governance-information QUALIFICATIONS/INDEPENDENCE • All members of the Human Resources Committee are independent

	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
	Members: Randy A. Foutch (Chair); Delaney M. Bellinger; Belgacem Chariag; Kevin G. Cramton; Elizabeth R. Killinger; José R. Mas; Thomas A. Petrie; Donald F. Robillard, Jr.; John D. Zeglis
	PRIMARY RESPONSIBILITIES • identify and recommend to the Board the selection of director nominees for each Annual Meeting of Stockholders or for any vacancies on the Board • make recommendations to the Board regarding the adoption or amendment of corporate governance principles applicable to the Company • assist the Board in developing and evaluating potential candidates for executive positions and generally overseeing management succession planning NOMINATING AND CORPORATE GOVERNANCE CHARTER • The Board has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our website at www.helmerichpayne.com/corporate-governance-information QUALIFICATIONS/INDEPENDENCE. • All members of the Nominating and Corporate Governance Committee are independent

				at least a majority of the Directors serving at any time on the Board are independent, as defined under the rules of the NYSE and applicable law;
				all Audit Committee members are independent and satisfy the financial literacy requirements required for service on the Audit Committee under the rules of the NYSE; and
				at least some of the independent Directors have experience as senior executives of a public or substantial private company.

	Delaney M. Bellinger
	Age: 65	Director Since: 2018	Committees: Audit Nominating and Corporate Governance
Career Highlights
Ms. Bellinger served as the Vice President and Chief Information Officer for Huntsman Corporation, a global manufacturer and marketer of differentiated chemicals, from 2016 to 2018. Prior to her role at Huntsman, she was the Chief Information Officer for EP Energy Corp., an exploration and production company, from 2012 to 2015. Before joining EP Energy, she was the Chief Information Officer for YUM! Brands, Inc., a multinational restaurant company, from 2000 to 2010.
Ms. Bellinger serves on the board of Texas TicKids, a non-profit organization that enhances children’s lives by allowing them to fill unused event seats.
Other Public Company Boards (within the past five years):
• None
Key Qualifications and Expertise
Ms. Bellinger brings to the Board executive leadership, information technology, complex global business operations, and oil and gas industry experience through her service as chief information officer of large multinational companies and a company in the oil and gas industry.

	Belgacem Chariag
	Age: 61	Director Since: 2021	Committees: Human Resources Nominating and Corporate Governance
Career Highlights
Mr. Chariag served as President and Chief Executive Officer of Ecovyst, Inc. (formerly PQ Group Holdings), a global provider of specialty catalysts, materials, chemicals, and services, from August 2018 to April 2022 and as Chairman of the Board of Ecovyst from December 2019 to April 2022. He also served as a director and Chairman of the Board of Ecovyst’s, Zeolyst International, a joint venture of Ecovyst and Shell Catalyst & Technologies that produces zeolite powders, catalysts, and absorbents, from 2018 to April 2022. Mr. Chariag served as Chief Global Operations Officer for Baker Hughes Company, a worldwide energy technology company, from July 2017 to January 2018, as President Global Operations from May 2016 to June 2017, Chief Integration Officer from December 2014 to April 2016, President Global Products and Services from October 2013 to December 2014, and President Eastern Hemisphere from May 2009 to September 2013. Prior to joining Baker Hughes, Mr. Chariag held a variety of leadership and management roles for Schlumberger Limited, a global oilfield services company, including serving as Vice President of Health, Safety, Environment, and Security.
Mr. Chariag is the co-founder and serves on the board of Tunisian Talents United, a non-profit organization that identifies, attracts, develops and mentors Tunisia’s greatest young talents and potential future leaders.
Other Public Company Boards (within past five years) • Harbour Energy, Plc. (2023 – present) • Ecovyst, Inc. (2019 – 2022)
Key Qualifications and Expertise
Mr. Chariag brings to the Board executive leadership, strategic planning, and global business operations experience through his service as a chairman and chief executive officer of an international public company and his tenure as an executive at other global companies. He also brings a deep knowledge of health, safety, and environmental matters through his leadership position in that area at a large global oilfield services company.

	Kevin G. Cramton
	Age: 64	Director Since: 2017	Committees: Audit Nominating and Corporate Governance
Career Highlights
Mr. Cramton has been an executive partner of HCI Equity Partners, a private equity firm, since 2019, having previously served as operating partner from 2016 to 2019. From 2019 to 2023, he served as Chairman of the Board and Chief Executive Officer of Tribar Technologies, Inc., a designer and manufacturer of automotive trim components. He previously served as Executive Chairman of the Board of Atlantix Global Systems, an information technology decommissioning and services company, from 2016 to 2017. Mr. Cramton served from 2012 to 2015 as the Chief Executive Officer of Cardone Industries, a re-manufacturer of automotive aftermarket components. He served as Chief Executive Officer of Revstone Industries, LLC, a designer and manufacturer of automotive components from 2011 to 2012, and as Managing Director of RHJ International (Ripplewood Holdings), a publicly traded, investment holding company, from 2007 to 2011. Prior to joining RHJ International, Mr. Cramton held various roles of increasing responsibility at Ford Motor Company, including Director, Corporate Business Development, with responsibilities for Ford’s merger and acquisition activity.
Other Public Company Boards (within past 5 years)
• Apeiron Capital Investment Corp. (2021 – 2023)
Key Qualifications and Expertise
Mr. Cramton brings to the Board executive leadership, risk management, accounting and finance, and private equity and capital markets experience as well as diverse industries perspective through his service as a chief executive officer of companies engaged in the design and manufacture of automotive components and his service as an executive of investment and private equity firms.

	Randy A. Foutch
	Age: 72	Director Since: 2007	Committees: Human Resources Nominating and Corporate Governance (C)
Career Highlights
In 2006, Mr. Foutch founded Laredo Petroleum, Inc. (now known as Vital Energy, Inc.), a publicly traded, Permian basin focused oil and natural gas exploration and production company, where he served as Chief Executive Officer from 2006 to 2019 and as a Director and Chairman of the Board until 2020. He also founded and served in executive roles with the oil and natural gas exploration companies Colt Resources Corp., Latigo Petroleum, Inc., and Lariat Petroleum, Inc. prior to their sales. Mr. Foutch served as a Director of Bill Barrett Corporation, a publicly traded oil and natural gas exploration company, from 2006 to 2011, MacroSolve, Inc., a provider of mobile data and video business solutions, from 2006 to 2008, and Cheniere Energy, Inc., a producer and exporter of liquified natural gas in the United States, from 2013 to 2015. Mr. Foutch is a member of the advisory board of Pattern Computer, LLC, a developer of machine learning and artificial intelligence engines for complex data analytics applications. He also serves as an independent Director of Galileo Holdco 1 Limited, a company specializing in liquification, natural gas compression and re-gasification modular systems and technologies, and is a member of the board of Citizen Energy, a private oil and natural gas company focused on developing horizontal play concepts in the onshore region of the United States. Mr. Foutch currently provides strategic consulting services to one of the largest family offices in the United States and previously provided consulting services to Warburg Pincus, a large global private equity firm. Mr. Foutch is an active member of the National Association of Corporate Directors and is Directorship Certified®.
Mr. Foutch is a member of the National Petroleum Council, a federally chartered committee that advises the Secretary of Energy with respect to oil and natural gas matters. He also serves on the MD Anderson Cancer Center Board of Visitors and the boards of the C.M. Russell Museum and the National Museum of Wildlife Art. Mr. Foutch is a recipient of the EY Entrepreneur of the Year Award and the American Association of Petroleum Public Service Award.
Other Public Company Boards (within past five years)
• Laredo Petroleum, Inc. (2006 – 2020)
Key Qualifications and Expertise
Mr. Foutch brings to the Board executive leadership, private equity and capital markets, risk management, and strategic planning experience, as well as deep insights into the oil and natural gas industry, as a founder, executive officer, and director of large energy companies.

	Hans Helmerich
	Age: 65	Director Since: 1987 Chairman Since: 2012	Committees: None
Career Highlights
Mr. Helmerich has been a Director of the Company since 1987 and Chairman of the Board since 2012. He served as Chief Executive Officer of the Company from 1989 to 2014 and President from 1987 to 2012. Mr. Helmerich also served as a Director of Northwestern Mutual Life Insurance Company, a financial planning, life insurance, investment services company, from 2006 to 2020.
In 2023, Mr. Helmerich was inducted into the Hart Energy Hall of Fame.
Other Public Company Boards
• Coterra Energy, Inc. (2021 – present)
• Cimarex Energy Co. (2002 – 2021)
Key Qualifications and Expertise
Mr. Helmerich brings to the Board executive leadership, risk management, diverse industries, and global business experience as well and deep oil and gas industry experience through his 25 years as the Company’s Chief Executive Officer and his service on other boards. He also brings proven strategic planning experience, demonstrated by the Company’s innovation, significant growth, and positive performance under his leadership.

	Elizabeth R. Killinger
	Age: 54	Director Since: 2023	Committees: Audit Nominating and Corporate Governance
Career Highlights
Ms. Killinger has served as Executive Vice President, NRG Home, of NRG Energy, Inc. since 2016. NRG’s Home division provides residential power and gas services to millions of customers through multiple brands and channels in the United States and Canada. Ms. Killinger has over 30 years of domestic and international experience in the energy and services industries, including 20 years with NRG and its predecessors. Prior to joining NRG, Ms. Killinger spent a decade providing strategy, management and systems consulting to energy, oilfield services, and retail distribution companies across the U.S. and Europe.
Ms. Killinger serves on the Board of Directors of Texas Dow Employees Credit Union and the Energy Advisory Board and the Board of the Bauer Business School at the University of Houston. She also serves on the boards of directors of several non-profit organizations, including the Greater Houston Partnership, a non-profit organization focused on economic development of the Greater Houston area, and Junior Achievement of Southeast Texas, a non-profit organization that provides experiential educational programs to K-12 students.
Other Public Company Boards (within past five years)
• None
Key Qualifications and Expertise
Ms. Killinger brings to the Board executive leadership, risk management, information technology, and strategic planning knowledge and experience as an executive of a large residential power and gas services company and through her tenure providing management and systems consulting services to the energy, oilfield services, and retail distribution industries.

	John W. Lindsay
	Age: 63	CEO Since: 2014 President Since: 2012	Committees: None
Career Highlights
Mr. Lindsay has served as President of the Company since 2012 and Chief Executive Officer of the Company since 2014. He has also been a Director of the Company since 2012. Mr. Lindsay joined the Company in 1987 and has served in various positions of increasing responsibility, including President and Chief Operating Officer of the Company from 2012 to 2014, Executive Vice President and Chief Operating Officer of the Company from 2010 to 2012, Executive Vice President, U.S. and International Operations of Helmerich & Payne International Drilling Co., from 2006 to 2010, and Vice President, U.S. Land Operations from 1997 to 2006.
Other Public Company Boards (within past five years)
• Arcosa, Inc. (2018 – present)
Key Qualifications and Expertise
Mr. Lindsay brings to the Board executive leadership, strategic planning, and environmental, health and safety experience, as well as deep knowledge and experience in the oil and gas industry through his 35-year career and leadership positions with the Company. He also provides management a representative on the Board with extensive knowledge of the Company’s operations as the Board oversees management’s strategy, planning and performance.

	José R. Mas
	Age: 52	Director Since: 2017	Committees: Human Resources Nominating and Corporate Governance
Career Highlights
Mr. Mas has served as the Chief Executive Officer of MasTec, Inc., a large public infrastructure services provider operating primarily throughout North America across a range of industries, since 2007, and as a member of its Board of Directors since 2001. He served as MasTec’s President from 2007 to 2010, Vice Chairman of the Board of Directors and Executive Vice President – Business Development from 2001 to 2007, and led MasTec’s Communications Service Operation from 1999 to 2001. Mr. Mas joined MasTec, Inc. in 1992.
Mr. Mas received the EY National Entrepreneur of the Year award in 2011 and 2012.
Other Public Company Boards
• MasTec, Inc. (2001 – present)
• American Virtual Cloud Technologies, Inc. (2017 – 2020)
Key Qualifications and Expertise
Mr. Mas brings to the Board executive leadership, diverse industries, private equity and capital markets, risk management, and strategic planning experience through his service as a chairman and chief executive officer of a large public company.

	Thomas A. Petrie
	Age: 78	Director Since: 2012	Committees: Human Resources (C) Nominating and Corporate Governance
Career Highlights
Mr. Petrie served as Chairman of Petrie Partners, LLC, an investment banking firm that offers financial advisory services to the oil and gas industry, from 2012 to 2023. In 1989, he co-founded Petrie Parkman & Co., a firm specializing in investment banking services for the oil and gas industry, and served as its Chairman and Chief Executive Officer from 1989 to 2006. Mr. Petrie served as a Vice Chairman of Merrill Lynch from 2006 to 2009 and as Vice Chairman of Bank of America from 2009 to 2012. Mr. Petrie has been an active advisor on more than $250 billion of energy-related mergers and acquisitions.
Mr. Petrie serves on the Board of Trustees of the Denver Art Museum and the Board of Directors of the C.M. Russell Museum. In 2023, Mr. Petrie was inducted into the Hart Energy Hall of Fame.
Other Public Company Boards (within past five years)
• None
Key Qualifications and Expertise
Mr. Petrie brings to the Board executive leadership, global business, and oil and gas industry experience as well as extensive experience in strategic planning and private equity and capital markets through his executive positions at investment banking and advisory firms.

	Donald F. Robillard, Jr.
	Age: 72	Director Since: 2012	Committees: Audit (C) Nominating and Corporate Governance
Career Highlights
Mr. Robillard served as a Director and the Executive Vice President, Chief Financial Officer, and Chief Risk Officer of Hunt Consolidated, Inc. (“Hunt”), a private international holding company with interests in oil and gas exploration and production, refining, real estate development, private equity investments, and ranching, from 2015 to 2017. In 2020, Mr. Robillard joined the Board of RRH Corporation, the holding company for all Hunt subsidiaries. Mr. Robillard joined Hunt in 1983, serving in domestic and international accounting positions of increasing responsibility, and was elected Senior Vice President and Chief Financial Officer in 2007. He also served as Chief Executive Officer and Chairman of ES Xplore, LLC, a direct hydrocarbon indicator company and subsidiary of Hunt, from 2016 to 2017. Mr. Robillard formed Robillard Consulting, LLC, an oil and gas advisory firm, in 2018. Mr. Robillard has served as an independent Director of Galileo Holdco 1 Limited since 2020.
Mr. Robillard is a Certified Public Accountant and a member of Financial Executives International. He also serves on the Advisory Board of The Institute for Excellence in Corporate Governance at the University of Texas at Dallas. Mr. Robillard is also an active member of the National Association of Corporate Directors and is Directorship Certified®.
Other Public Company Boards (within past five years)
• Cheniere Energy, Inc. (2014 – present)
Key Qualifications and Expertise
Mr. Robillard brings to the Board executive leadership, global business, private equity and capital markets, risk management, oil and gas industry, and strategic planning experience, as well as extensive experience in finance and accounting through his service as a chief financial and risk officer of a large private company in the energy sector and his service on the board of directors of a large public energy company.

	John D. Zeglis
	Age: 76	Director Since: 1989	Committees: Audit Nominating and Corporate Governance
Career Highlights
Mr. Zeglis served as Chief Executive Officer and Chairman of the Board of AT&T Wireless Services, Inc., a wireless telecommunications carrier, from 1999 to 2004. He served as President of AT&T Corporation, a global provider of telecommunications and technology services, from December 1997 to July 2001, Vice Chairman from June 1997 to November 1997, General Counsel and Senior Executive Vice President from 1996 to 1997, and Senior Vice President and General Counsel from 1986 to 1996. Mr. Zeglis has served on the Board of Directors for the The Duchossois Group, a privately-held, family business, since 2010.
Other Public Company Boards (within past five years)
• None
Key Qualifications and Expertise
Mr. Zeglis brings to the Board executive leadership, diverse industries, global business, and risk management experience as well as extensive legal expertise and experience through his service a chief executive officer and general counsel of large telecommunications providers.

Role	Quarterly Retainer ($)
Chairman of the Board (Mr. Helmerich)		37,500
Each Other Non-Employee Director		25,000
Lead Director		6,250
Audit Committee Chair		7,500
Human Resources Committee Chair		3,750
Nominating and Corporate Governance Committee Chair		3,750
Each Member of the Audit Committee		1,250

Non-Employee Director Annual Restricted Stock Grant	Intended Value on the Date of Grant ($)
Chairman of the Board		270,000
Other Non-Employee Directors		180,000

Name	Fees Earned or Paid in Cash(1) ($)		Stock Awards(2) ($)		All Other Compensation(3) ($)		Total ($)
Delaney M. Bellinger		105,000		179,967		8,662		293,629
Belgacem Chariag		100,000		179,967		8,662		288,629
Kevin G. Cramton		105,000		179,967		8,662		293,629
Randy A. Foutch		140,000		179,967		8,662		328,629
Hans Helmerich		150,000		269,972		12,993		432,965
Elizabeth R. Killinger(4)		44,226		120,317		1,646		166,189
José R. Mas		100,000		179,967		8,662		288,629
Thomas A. Petrie		115,000		179,967		8,662		303,629
Donald F. Robillard, Jr.		135,000(5)		179,967		8,662		323,629
Edward B. Rust, Jr(6)		26,250		—		4,591		30,841
Mary M. VanDeWeghe(6)		25,000		—		2,296		27,296
John D. Zeglis		105,000		179,967		8,662		293,629

Name	Aggregate Number of Unvested Shares or Stock Units Outstanding as of September 30, 2023(#)(1)		Aggregate Option Awards Outstanding as of September 30, 2023(#)(2)
Delaney M. Bellinger		4,197(3)		2,926
Belgacem Chariag		4,197(4)		—
Kevin G. Cramton		4,197(4)		12,613
Randy A. Foutch		4,197(3)		37,659
Hans Helmerich		6,296(4)		48,860
Elizabeth R. Killinger(5)		3,394(4)		—
José R. Mas		4,197(4)		12,613
Thomas A. Petrie		4,197(4)		37,659
Donald F. Robillard, Jr.		4,197(3)		37,659
Edward R. Rust		—		37,659
Mary M. VanDeWeghe		—		—
John D. Zeglis		4,197(4)		37,659

	Years Ended September 30,
	2023			2022
Audit Fees(1)		$	2,369,065		$	2,240,294
Audit-Related Fees(2)			354,300			266,715
Tax Fees(3)			182,522			219,879
All Other Fees			—			—
Total		$	2,905,887		$	2,726,888

	NEO			JOHN W. LINDSAY, 63 President and Chief Executive Officer, since March 2014 Director, since September 2012 Prior Positions • President and Chief Operating Officer from September 2012 to March 2014 • Executive Vice President and Chief Operating Officer from 2010 to September 2012 • Executive Vice President, U.S. and International Operations of Helmerich & Payne International Drilling Co. from 2006 to September 2012 • Vice President of U.S. Land Operations of Helmerich & Payne International Drilling Co. from 1997 to 2006
	NEO			MARK W. SMITH, 53 Senior Vice President and Chief Financial Officer, since December 2019 Prior Positions • Vice President and Chief Financial Officer from June 2018 to December 2019 • Chief Financial Officer Designate from May 2018 to June 2018 • Senior Vice President and Chief Financial Officer of Atwood Oceanics, Inc., an offshore drilling company, from June 2015 to October 2017 • Vice President, Chief Accounting Officer of Atwood Oceanics, Inc. from May 2014 to June 2015 • Vice President, Corporate Services of Atwood Oceanics, Inc. from 2011 to May 2014
	NEO			CARA M. HAIR, 47 Senior Vice President, Corporate Services and Chief Legal and Compliance Officer, since December 2020 Prior Positions • Vice President, Corporate Services and Chief Legal and Compliance Officer from August 2017 to December 2020 • Vice President, General Counsel and Chief Compliance Officer from March 2015 to August 2017 • Deputy General Counsel from June 2014 to March 2015 • Senior Attorney from January 2013 to June 2014 • Attorney from 2006 to January 2013
	NEO			JOHN R. BELL, 53 Senior Vice President, International and Offshore Operations of Helmerich & Payne International Holdings since December 2020 Prior Positions • Vice President, International and Offshore Operations of Helmerich and Payne International Holdings, from August 2017 to December 2020 • Vice President, Corporate Services from January 2015 to August 2017 • Vice President of Human Resources from March 2012 to January 2015 • Director of Human Resources from 2002 to March 2012

	NEO			MICHAEL P. LENNOX, 43 Senior Vice President, U.S. Land Operations of Helmerich & Payne International Drilling Co. since December 2020 Prior Positions • Vice President, U.S. Land Operations of Helmerich & Payne International Drilling Co. from August 2017 to December 2020 • District Manager of Helmerich & Payne International Drilling Co. from 2012 to August 2017
				RAYMOND JOHN (“TREY”) ADAMS III, 38 Senior Vice President of Digital Operations, Sales, & Marketing since December 2020 Prior Positions • Vice President of Digital Operations, Sales, & Marketing of Helmerich & Payne Technologies from September 2020 to December 2020 • Vice President of Helmerich & Payne Technologies, LLC, from July 2018 to September 2020 • Integration Manager of Motive Drilling Technologies, Inc. and Magnetic Variation Services, subsidiaries of the Company, from June 2017 to June 2018 • District Manager of Helmerich & Payne International Drilling Co., from 2015 to June 2017

	What you will find in this CD&A
	Executive Summary			48
	Executive Compensation Philosophy and Practices			50
	Compensation Components			51
	Determination of Executive Compensation			51
	Role of Executive Officers in Compensation Decisions			53
	Role of Compensation Consultant			53
	Compensation Risk Assessment			53
	Effect of Stockholder Say-on-Pay Vote on Executive Compensation Decisions			54
	Elements of Executive Compensation			54
	Actions Pertaining to Fiscal 2024 Compensation			61
	Clawback Rights			63
	Executive Officer and Director Stock Ownership Guidelines			63
	Trading, Hedging, and Pledging Policies			64
	Potential Payments Upon Change-in-Control or Termination			64

	Officers			Title
	John W. Lindsay			President and Chief Executive Officer
	Mark W. Smith			Senior Vice President and Chief Financial Officer
	Cara M. Hair			Senior Vice President, Corporate Services and Chief Legal and Compliance Officer
	John R. Bell			Senior Vice President, International and Offshore Operations of Drilling Subsidiary
	Michael P. Lennox			Senior Vice President, U.S. Land Operations of Drilling Subsidiary

What We Do		What We Do Not Do
	We pay our named executive officers a significant portion of their target compensation in the form of performance-based compensation which varies based on Company performance.		We do not have employment contracts with our named executive officers.
	We maintain robust clawback policies that go beyond the minimum requirements of NYSE listing standards.		We do not revise performance-based incentives to pay out in the event that the Company falls short of its performance goals.
	The Committee engages in a multi-step compensation setting process for our named executive officers, including reviewing market and survey data sourced from a peer group of companies, the oil and gas industry, and the market more generally.		We do not provide tax gross-ups to our named executive officers.
	We emphasize long-term equity incentives and utilize caps on potential incentive payouts.		We do not maintain compensation programs that we believe motivate misbehavior or excessive risk-taking by employees.
	We have modest post-employment benefits and included double trigger change in control provisions in all equity awards.		We do not permit our named executive officers, other employees, or Directors to hedge, pledge, or use margin accounts related to the Company’s stock.
	We maintain stock ownership and retention guidelines intended to align management and stockholder interests.
	The Committee retains an independent compensation consultant for the purpose of advising on executive compensation practices.