Helmerich Payne Inc

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Pay Ratio Disclosure

For fiscal 2024, we used the same median employee whom we identified for fiscal year 2023 from our employee population as of September 30th, 2023 for purposes of calculating our CEO pay ratio. The employee population as of such date consisted of 6,797 people in three countries, including all full-time, part-time, seasonal and temporary workers, but excluding the employees described below. We used the last day of the month during the fiscal year for purposes of determining the foreign exchange rate to the U.S. dollar for employees paid in other currencies. We excluded 231 employees based in eight non-U.S. countries as follows: Bahrain — 35; Canada — 1; France — 25; India — 151; Saudi Arabia — 1; United Arab Emirates — 8; United Kingdom — 9; and Venezuela — 1.

We used a consistently applied measure to identify our median-paid employee from our employee population by comparing our employees’ total cash compensation for fiscal 2023, consisting of salary or wages, bonuses, matching contributions to Company savings plans and other income earned during the fiscal year. We did not annualize compensation for employees who were hired during fiscal 2023 and no cost-of-living adjustments were made in identifying the median employee.

To calculate this median employee’s fiscal 2024 compensation, we combined all elements of this employee’s compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total cash compensation of $84,377.

Our CEO’s disclosed compensation amount was $9,337,610. Accordingly, our CEO pay ratio is 111:1.

Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio that we have reported here. We believe that our calculated ratios are reasonable estimates calculated in a manner consistent with the pay ratio disclosure requirements.

Pay Versus Performance

In this section, we provide the pay versus performance disclosure required by the SEC for our CEO, Mr. Lindsay, and the named executive officers excluding Mr. Lindsay (“Non-CEO NEOs”) as well as certain Company performance metrics for the fiscal years listed below.

(1)

The amounts in this column represent the amounts reported for Mr. Lindsay in the total column of the Summary Compensation Table (“SCT”) for each applicable fiscal year.

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(2)

Compensation Actually Paid (“CAP”) is the SCT total value for Mr. Lindsay, and average SCT total for the non-CEO NEOs, for each applicable fiscal year with adjustments to the stock award and pension values as required by SEC regulations and described in more detail in the reconciliation tables for our CEO and non-CEO NEOs below.

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(3)

The amounts reported in this column represent the average of the amounts reported in the total column of the SCT for the Non-CEO NEOs’ in each applicable fiscal year. For each of fiscal years 2023, 2022, and 2021, the Non-CEO NEOs were Messrs. Smith, Bell and Lennox and Ms. Hair. For fiscal year 2024, the Non-CEO NEOs were Messrs. Vann, Bell, Lennox, Smith and Ms. Hair.

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(4)

The Company calculates TSR in a manner consistent with the stock performance graph disclosure requirements under Item 201(e) of Regulation S-K, reflecting cumulative TSR on an initial base investment of $100 for the measurement periods beginning on September 30, 2020 and ending on September 30 of each of 2024, 2023, 2022 and 2021, respectively. The peer group used for comparison for each of the fiscal years 2024, 2023, 2022 and 2021 is the Philadelphia Oil Service (“OSX”) Index.

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(5)

We determined Modified Cash Flow to be the most important financial performance measure used to link Company performance to CAP for fiscal 2024. Modified Cash Flow was the performance objective in our 2024 STI Plan with the heaviest weighting. Modified Cash Flow is (a) drilling services revenue less the following expenses from condensed consolidated statements of operations (i) drilling services operating expenses, excluding depreciation and amortization and (ii) selling, general and administrative expenses, with (b) the following normalizing adjustments:

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(a)

STI Plan expense to the extent actual payout was different than amounts accrued and certain director stock expenses.

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(b)

Valuation adjustment of a contingent earnout.

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(c)

Expenses related to non-budgeted portion of the 2024 STI Plan, advisory fees related to the KCA Deutag acquisition, and gains related to an involuntary asset conversion.

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(d)

Expenses or expense accruals for certain legal proceedings.

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(e)

Certain consulting expenses recognized in fiscal 2021 but included in the 2022 STI Plan performance objective target.

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(f)

Expenses related to a business development project and cost savings initiatives.

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The CEO Summary Compensation Table to CAP reconciliation for fiscal 2024 is summarized in the following table. Prior year reconciliations are included in our 2024 Proxy statement:

“EOY” = End of Year

The Average Other Non-CEO NEOs Summary Compensation Table to CAP reconciliation for fiscal 2024 is summarized in the following table:

“EOY” = End of Year

In addition to the tabular disclosure above, the following is an unranked list of the most important performance measures that link CAP to Company performance.

Pay Versus Performance CAP Comparisons

Each of the following charts shows the relationship between CAP and the required performance measures in the tabular disclosure; Helmerich & Payne TSR (Value of Initial Fixed $100 Investment), Net Income (Loss), and Modified Cash Flow (Company Selected Measure). The first chart shows the relationship between Helmerich & Payne TSR and Peer Group TSR (Value of initial Fixed $100 Investment). The Human Resource Committee does not use Net Income as a standalone metric to directly determine pay outcomes. Instead, the Committee believes that Modified Cash Flow better reflects the Company’s performance and aligns executives’ interests with stockholders’ interests as it relates to the Company’s strategic priorities.