Helmerich Payne Inc

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Proxy Summary

The H&P Way

The H&P Way was created to define our purpose, core values, and the behaviors that drive our culture.

Company Overview

Helmerich & Payne, Inc. (“H&P,” which, together with its subsidiaries, is identified as the “Company,” “we,” “us” or “our,” except where stated or the context requires otherwise) was incorporated under the laws of the State of Delaware on February 3, 1940 and is successor to a business originally organized in 1920. We provide performance-driven drilling solutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies. We focus primarily on the drilling segment of the oil and gas production value chain. Our technology services focus on developing, promoting and commercializing technologies designed to improve the efficiency and accuracy of drilling operations, as well as wellbore quality and placement.

Our drilling services operations are organized into the following reportable operating business segments: North America Solutions, Offshore Gulf of Mexico and International Solutions. Our North America Solutions operations are primarily located in Texas, but also traditionally operate in other states, depending on demand. Such states include: Colorado, Louisiana, New Mexico, North Dakota, Ohio, Oklahoma, Pennsylvania, Utah, West Virginia and Wyoming. Additionally, Offshore Gulf of Mexico operations are conducted in Louisiana and in U.S. federal waters in the Gulf of Mexico and our International Solutions operations have rigs and/or services primarily located in five international locations: Argentina, Bahrain, Colombia, the United Arab Emirates, and Australia. Our operations in Australia began in the fourth fiscal quarter of 2023.

We also own and operate a limited number of commercial real estate properties located in Tulsa, Oklahoma. Our real estate investments include a shopping center containing approximately 365,000 leasable square feet and approximately 176 acres of undeveloped real estate. Our research and development endeavors include both internal development and external acquisition of developing technologies.

Helmerich & Payne Board of Directors

Board Composition Highlights

Director Skills, Experiences, and Diversity

The Board of Directors (the “Board of Directors” or the “Board”) values a diverse group of directors who possess the background, skills, and expertise and the highest level of personal and professional ethics, integrity, judgment, and values to represent the long-term interests of the Company and its stockholders. The table below summarizes some of the key skills and qualifications of each individual director. This summary is not intended to be an exhaustive list of each director’s skills or contributions to the Board. Additional information about each director nominee is provided in the biographies below under “Corporate Governance — Director Nominees.” Also provided below are the individual gender and ethnic attributes of our Directors.

*Key: F - Female; M - Male; H - Hispanic; MEA - Middle East/North-Africa; W - White

Corporate Governance Best Practices

H&P’s Board oversees the CEO and other senior management in the competent and ethical operation of H&P and assures that the long term interests of stockholders are being served.

Effective Board Oversight of Risk Management

Strategic and business risks, such as those relating to our drilling business and technology solutions, markets, and capital investments, are monitored by the entire Board.

For more information, see “Corporate Governance — Our Risk Management Program and the Board’s Role in Risk Oversight” and “Compensation Discussion and Analysis — Compensation Risk Assessment”

Executive Compensation

Sound Design

Our executive compensation program is designed to:

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align the interests of our leaders with those of our stockholders

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attract, retain, and motivate strong leadership

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link pay with performance and execution of strategy

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+Pay for Performance

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significant portion of target compensation is performance-based and at risk

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short-term cash incentive compensation is tied to exacting financial objectives with payouts that vary based on our performance

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performance-based equity awards that comprise 50% of target annual equity award opportunities

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=Superb Results Despite Industry Headwinds

In fiscal 2023, our management team orchestrated organizational dexterity to deliver results that outperformed the level of rig activity during the period.

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‘Average active rigs’ represents the average number of rigs generating revenue during the applicable period. This metric is calculated by dividing revenue days by total days in the applicable period (i.e., 365 days).

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Sustainability and Human Capital Management

As a 100+ year old company Helmerich & Payne believes in the importance of sustainability. Making prudent financial decisions and investments, endeavoring to operate in a safe and environmentally responsible manner, striving to minimize any potentially negative environmental impacts, reducing emissions and waste are products of our value — “Do the Right Thing.” Our focus on technology, people, community, efficiency, and innovation all promote our ability to be a sustainable company. The Board has direct oversight over our sustainability strategy, policies, and performance and receives a report on these matters at each regularly scheduled Board meeting. The Board also receives information on our sustainability reporting systems and engagements with stockholders on sustainability matters. We believe having the full Board oversee these matters enhances our sustainability efforts, which is an important part of our overall strategy. The Human Resources Committee reviews risks, strategies, and policies related to human capital management.

Our 2023 Sustainability Report, which discusses our sustainability efforts and performance during the fiscal year, continues our focus on transparent reporting. Our Sustainability Report aligns with leading sustainability reporting frameworks, including the Sustainability Accounting Standards Board (“SASB”), Task Force on Climate-related Financial Disclosures (“TCFD”), and Global Reporting Initiative (“GRI”). Some of our sustainability successes are outlined below in “Proxy Summary — Fiscal 2023 Sustainability Highlights.” More information about sustainability efforts can be found on our sustainability website at www.helmerichpayne.com/sustainability and in our Sustainability Reports.

Fiscal 2023 Sustainability Highlights

Environmental

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Achieved a 3.7% reduction in Scope 1 and 2 greenhouse gas (“GHG”) emissions normalized by drilling activity in our North American Solutions business segment compared to fiscal 2022, which exceeded our goal for the year

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Updated the quantitative scenario analysis performed in fiscal 2022 aligned with the TCFD

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Established a long-term intensity-based GHG emissions reduction target set for the end of fiscal 2030

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Continued investment and support of unconventional geothermal energy technologies and began to provide drilling solutions for pilot commercial enhanced geothermal systems

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Employees

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Continued to increase diverse representation of our workforce, including minority representation of domestic employees and women in senior management positions

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Expanded Diversity, Equity, and Inclusion (“DE&I”) program by establishing an international DE&I framework

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Achieved a ~40% reduction in serious injury and fatality or “SIF” incidents involving a LifeBelt breakdown compared to fiscal 2022(2)

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Communities

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Supported over 90 philanthropic organizations in fiscal 2023

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Joined the Permian Strategic Partnership, a coalition of energy companies and higher education institutions, that works with local leaders to help foster school improvements, safer roads, quality healthcare, affordable housing, and workforce training for residents in the Permian Basin of New Mexico and Texas

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Joined a three-pronged platform focused on energy innovation, which includes

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(2)

See “Compensation Discussion and Analysis — Performance-Based Compensation Components — Company Strategic and Operational Performance Metrics” for more information on this safety performance goal and our safety program.

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funding and support to a non-profit startup seeking to establish and promote Tulsa and Oklahoma as a hub for new energy technology companies

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an early stage venture capital fund committed to investing in regional companies developing energy technology, including those that advance energy transition

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a program offering established energy companies support to accelerate their innovation agendas by connecting them with startup companies developing solutions aligned with research and development needs

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Governance

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Updated Corporate Governance Guidelines to reflect the Board’s role in overseeing the Company’s strategy, policies and performance related to environmental, health and safety, corporate social responsibility and sustainability matters

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Board oversight of 2030 GHG emissions reduction target and quantitative scenario analysis aligned with the TCFD

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