Helmerich & Payne, Inc DEF 14A, filed Jan 22, 2025

Helmerich & Payne, Inc. (HP)

DEF 14A 2025-01-22 For: 2025-03-05

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Added on June 12, 2026

About this DEF 14A

Helmerich & Payne, Inc filed this DEF 14A on January 22, 2025.

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	DATE AND TIME:			VIRTUAL MEETING SITE			RECORD DATE
	Wednesday, March 5, 2025 12:00 p.m., Central time			www.virtualshareholdermeeting.com/HP2025			You may vote if you were a stockholder of record as of the close of business on January 6, 2025.

					Table of Contents
					ANNUAL MEETING INFORMATION					2
					PROXY SUMMARY					3
					CORPORATE GOVERNANCE					11
					DIRECTORS					21
					DIRECTOR COMPENSATION FOR FISCAL 2024					34
					DIRECTOR COMPENSATION TABLE					35
					OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END (DIRECTORS)					35

					PROPOSAL NO. 1					37
					ELECTION OF DIRECTORS

					PROPOSAL NO. 2					38
					RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
					EXECUTIVE OFFICERS					42
					COMPENSATION COMMITTEE REPORT					44
					COMPENSATION DISCUSSION AND ANALYSIS					45
					SUMMARY COMPENSATION TABLE					64
					GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024					66
					OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END					67
					STOCK VESTED IN FISCAL 2024					68
					PENSION BENEFITS FOR FISCAL 2024					68
					NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024					70
					POTENTIAL PAYMENTS UPON CHANGE-IN-CONTROL					71

					PROPOSAL NO. 3					72
					ADVISORY VOTE ON EXECUTIVE COMPENSATION
					PAY RATIO DISCLOSURE					73
					PAY VERSUS PERFORMANCE					73
					SUMMARY OF ALL EXISTING EQUITY COMPENSATION PLANS					75
					SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS					76
					SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT					77
					GENERAL INFORMATION					78

	DATE AND TIME:				VIRTUAL MEETING SITE				RECORD DATE
	Tuesday, March 5, 2025 12:00 p.m., Central time				www.virtualshareholdermeeting.com/HP2025				You may vote if you were a stockholder of record as of the close of business on January 6, 2025.

	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				• Director orientation and continuing education • 99.2% attendance at Board and committee meetings in fiscal 2024 • 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 22, 2025

	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MARCH 5, 2025
	The proxy statement and our 2024 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

				Increased our operational presence in the Middle East region significantly as we began operations in the Kingdom of Saudi Arabia
				Announced our intentions to acquire KCA Deutag, which transaction closed in January 2025 and firmly positions H&P as a global leader in onshore drilling
				Increased North America Solutions segment operating revenue on a per day basis by approximately 8% in fiscal 2024 compared to fiscal 2023
				Returned approximately $220 million of capital to our stockholders through base and supplemental dividends and share repurchases
				Increased our U.S. market share of super-spec rigs by 1.2% compared to fiscal 2023
				Increased revenue received from performance bonuses, recognized due to the achievement of performance targets, by approximately 20% in fiscal 2024 compared to fiscal 2023 and by approximately 46% compared to fiscal 2022

	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: Belgacem Chariag (Chair); Randy A. Foutch; José R. Mas; Thomas A. Petrie
	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: 66	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.
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: 62	Director Since: 2021	Committees: Human Resources (C) 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: 65	Director Since: 2017	Committees: Audit Nominating and Corporate Governance
Career Highlights
Mr. Cramton has been an operating and executive partner at HCI Equity Partners, a private equity firm, since 2016 and serves on a portfolio company Board of Directors. He also serves as a director of ERShares, a global asset manager with over 20 years’ experience investing in global entrepreneurial public and private companies. Mr. Cramton served from 2019 to 2023 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: 73	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 as Chairman and 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, Cheniere Energy, Inc., a producer and exporter of liquified natural gas in the United States, from 2013 to 2015, Galileo Holdco 1 Limited from July 2022 to August 2024, and Citizen Energy, a private oil and natural gas company from 2022 to October 2024. 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. Mr. Foutch serves as a Director at CapturePoint LLC, a private company that provides a full range of carbon management services, including capture, transport, utilization and storage. 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 board of the National Museum of Wildlife Art. Mr. Foutch twice received 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: 66	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 (within past five years)
• 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: 55	Director Since: 2023	Committees: Audit Nominating and Corporate Governance
Career Highlights
Ms. Killinger served as Executive Vice President, NRG Home, of NRG Energy, Inc. from 2016 to January 2025. She was responsible for directing all aspects of NRG’s $10 billion Home division, the largest competitive energy provider in North America which 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 35 years of domestic and international experience in the energy and services industries, including 25 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 United States and Europe.
Ms. Killinger serves as Chair of the Finance Committee for the Board of Directors for Hope Media Group. She is Secretary of the Texas Economic Development Corporation Board of Directors, and she chairs the Marketing & Branding Committee of the Energy Advisory Board at the University of Houston. She also served on the Board of Directors and Advisory Board of Texas Dow Employee Credit Union, where she chaired the Human Resources and Compensation Committee and served on the Audit, Governance and Nominating, and Strategy Committees during her six years of service.
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, and diverse industries perspective 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. She also brings extensive knowledge of health, safety, and environmental matters from the product manufacturing, installation, and maintenance activities of the residential energy businesses she led.

	John W. Lindsay
	Age: 64	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: 53	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 (within past five years)
• 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.

	Donald F. Robillard, Jr.
	Age: 73	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 Consolidated”), 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. He returned to the Board of Directors of Hunt Consolidated in 2024, after serving as a Director of RRH Corporation, the holding company for all Hunt Consolidated subsidiaries, between 2020 and 2024. Mr. Robillard joined Hunt Consolidated 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 Consolidated, from 2016 to 2017. Mr. Robillard served as an independent director of Galileo Holdco 1 Limited from 2020 to August 2024. Mr. Robillard formed Robillard Consulting, LLC, an oil and gas advisory firm, in 2018.
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: 77	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 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	Target 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) ($)		Stock Awards(2) ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings (S)		All Other Compensation(3) ($)		Total ($)
Delaney M. Bellinger		105,000		179,988				7,452		292,440
Belgacem Chariag		107,500		179,988				7,452		294,940
Kevin G. Cramton		105,000		179,988				7,452		292,440
Randy A. Foutch		140,000		179,988				7,452		327,440
Hans Helmerich		150,000		269,962				11,179		431,141
Elizabeth R. Killinger		105,000(4)		179,988		3,271(4)		8,203		296,462
José R. Mas		100,000		179,988				7,452		287,440
Thomas A. Petrie		107,500		179,988				7,452		294,940
Donald F. Robillard, Jr.		135,000(5)		179,988				7,452		322,440
John D. Zeglis		105,000		179,988				7,452		292,440

Name	Aggregate Number of Unvested Shares or Stock Units Outstanding as of September 30, 2024(#)(1)		Aggregate Options Outstanding as of September 30, 2024(#)(2)
Delaney M. Bellinger		4,675(3)		2,926
Belgacem Chariag		4,675(4)		—
Kevin G. Cramton		4,675(4)		12,613
Randy A. Foutch		4,675(3)		32,573
Hans Helmerich		7,012(4)		48,860
Elizabeth R. Killinger		4,675(4)		—
José R. Mas		4,675(4)		12,613
Thomas A. Petrie		4,675(4)		32,573
Donald F. Robillard, Jr.		4,675(3)		32,573
John D. Zeglis		4,675(4)		32,573

	Years Ended September 30,
	2024			2023
Audit Fees(1)		$	2,917,735		$	2,369,065
Audit-Related Fees(2)			300,103			354,300
Tax Fees(3)			239,953			182,522
All Other Fees			—			—
Total		$	3,457,791		$	2,905,887

				JOHN W. LINDSAY, 64 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
				J. KEVIN VANN, 53 Senior Vice President and Chief Financial Officer, since August 2024 Prior Positions • Vice President, Finance and Strategic Planning of Empire Petroleum Corporation (NYSE American: EP), an oil and gas company, from 2022 to 2023 • Chief Financial Officer of WPX Energy, Inc. (NYSE: WPX), an oil and natural gas exploration and production company, from 2014 to 2021 • Chief Accounting Officer and Controller of WPX Energy, Inc. from 2012 to 2014 • Controller of the exploration and production business of The Williams Companies, Inc. from 2007 to 2011 Other Service • Director of Empire Petroleum Corporation since 2023
				CARA M. HAIR, 48 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

				JOHN R. BELL, 54 Senior Vice President, Integration Execution & Operations, since January 2025 Helmerich & Payne International Holdings, LLC Prior Positions • Senior Vice President, International and Offshore Operations of Helmerich & Payne International Holdings, LLC, from December 2020 to January 2025 • Vice President, International and Offshore Operations of Helmerich and Payne International Holdings, LLC, 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
				MICHAEL P. LENNOX, 44 Senior Vice President, Americas Operations, since January 2025 Helmerich & Payne International Holdings, LLC Helmerich & Payne International Drilling Co. Prior Positions • Senior Vice President, U.S. Land Operations of Helmerich & Payne International Drilling Co., from December 2020 to January 2025 • 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, 39 Senior Vice President, Global Commercial Sales, & Marketing, since January 2025 Prior Positions • Senior Vice President of Digital Operations, Sales, & Marketing from December 2020 to January 2025 • Vice President of Digital Operations, Sales, & Marketing of Helmerich & Payne Technologies, LLC, 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, LLC, 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			46
	Chief Financial Officer Transition			48
	Executive Compensation Philosophy and Practices			49
	Compensation Components			50
	Determination of Executive Compensation			50
	Role of Executive Officers in Compensation Decisions			52
	Role of Compensation Consultant			52
	Compensation Risk Assessment			52
	Effect of Stockholder Say-on-Pay Vote on Executive Compensation Decisions			53
	Elements of Executive Compensation			53
	Clawback Rights			61
	Executive Officer and Director Stock Ownership Guidelines			61
	Trading, Hedging, and Pledging Policies			61
	Equity Grant Practices			62
	Potential Payments Upon Change-in-Control or Termination			62

	Officers			Title
	John W. Lindsay			President and Chief Executive Officer
	J. Kevin Vann(1)			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, Integration Execution & Operations of Drilling Subsidiary
	Michael P. Lennox			Senior Vice President, Americas Operations of Drilling Subsidiaries
	Mark W. Smith(2)			Former Senior Vice President and Chief Financial Officer

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 variable performance-based compensation.		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 have 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 that align management and stockholder interests.
	The Committee retains an independent compensation consultant for the purpose of advising on executive compensation practices.

	Chief Executive Officer Target Total Direct Compensation			Average Named Executive Officer (excl. CEO) Target Total Direct Compensation

	Peer Group Companies
	Baker Hughes Company			Patterson-UTI Energy, Inc.
	ChampionX Corporation			Precision Drilling Corporation
	Expro Group Holdings N.V.			ProPetro Holding Corp.
	Helix Energy Solutions Group, Inc.			RPC, Inc.
	Nabors Industries Ltd.			TechnipFMC plc
	NOV Inc.			Transocean Ltd.
	Oceaneering International, Inc.			Weatherford International plc
	Oil States International, Inc.