Helmerich Payne Inc
For the period ended Mar 5, 2025. Filed Jan 22, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 5, 2025 · Filed Jan 22, 2025
Contents
SUMMARY COMPENSATION TABLE
EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION
Summary Compensation Table
The following table includes information concerning compensation paid to or earned by our named executive officers for the fiscal years ended September 30, 2024, 2023, and 2022. Mr. Vann was not a named executive officer prior to fiscal 2024.
| · Name and Principal Position · · · Year · · · Salary(1) ($) · · · Stock Awards(2) ($) · · · Non-Equity Incentive Plan Compensation(3) ($) · · · Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) · · · All Other Compensation(5) ($) · · · Total ($) · | ||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | John W. Lindsay, President and Chief Executive Officer | | | | | 2024 | | | | | | 1,138,909 | | | | | | 5,543,919 | | | | | | 2,143,416 | | | | | | 4,676 | | | | | | 506,690 | | | | | | 9,337,610 | | |
| | | | 2023 | | | | | | 1,094,586 | | | | | | 5,279,880 | | | | | | 1,642,709 | | | | | | — | | | | | | 578,788 | | | | | | 8,595,963 | | | |||
| | | | 2022 | | | | | | 1,088,269 | | | | | | 4,612,431 | | | | | | 1,854,204 | | | | | | — | | | | | | 445,969 | | | | | | 8,000,873 | | | |||
| | J. Kevin Vann(6), Senior Vice President and Chief Financial Officer | | | | | 2024 | | | | | | 78,077 | | | | | | — | | | | | | 140,297 | | | | | | — | | | | | | 2,484 | | | | | | 220,858 | | |
| | Cara M. Hair, Senior Vice President, Corporate Services and Chief Legal and Compliance Officer | | | | | 2024 | | | | | | 533,270 | | | | | | 1,544,963 | | | | | | 838,728 | | | | | | — | | | | | | 153,354 | | | | | | 3,070,315 | | |
| | | | 2023 | | | | | | 508,270 | | | | | | 1,469,898 | | | | | | 635,819 | | | | | | — | | | | | | 164,220 | | | | | | 2,778,207 | | | |||
| | | | 2022 | | | | | | 480,077 | | | | | | 1,237,439 | | | | | | 703,946 | | | | | | — | | | | | | 114,277 | | | | | | 2,535,739 | | | |||
| | John R. Bell, Senior Vice President, Integration execution & Operations | | | | | 2024 | | | | | | 460,962 | | | | | | 1,349,927 | | | | | | 650,014 | | | | | | 7,354 | | | | | | 150,855 | | | | | | 2,619,112 | | |
| | | | 2023 | | | | | | 439,232 | | | | | | 1,229,870 | | | | | | 500,013 | | | | | | — | | | | | | 161,249 | | | | | | 2,330,364 | | | |||
| | | | 2022 | | | | | | 422,538 | | | | | | 1,094,425 | | | | | | 523,570 | | | | | | — | | | | | | 104,151 | | | | | | 2,144,684 | | | |||
| | Michael P. Lennox, Senior Vice President, Americas Operations | | | | | 2024 | | | | | | 450,962 | | | | | | 1,319,895 | | | | | | 636,035 | | | | | | — | | | | | | 130,911 | | | | | | 2,537,803 | | |
| | | | 2023 | | | | | | 426,539 | | | | | | 1,169,788 | | | | | | 488,902 | | | | | | — | | | | | | 142,589 | | | | | | 2,227,818 | | | |||
| | | | 2022 | | | | | | 395,981 | | | | | | 980,319 | | | | | | 498,030 | | | | | | — | | | | | | 112,212 | | | | | | 1,986,542 | | | |||
| | Mark W. Smith, Former Senior Vice President and Chief Financial Officer | | | | | 2024 | | | | | | 574,618 | | | | | | 1,679,924 | | | | | | 900,856 | | | | | | — | | | | | | 163,912 | | | | | | 3,319,310 | | |
| | | | 2023 | | | | | | 552,046 | | | | | | 1,591,229 | | | | | | 691,376 | | | | | | — | | | | | | 190,937 | | | | | | 3,025,588 | | | |||
| | | | 2022 | | | | | | 546,692 | | | | | | 1,416,167 | | | | | | 762,058 | | | | | | — | | | | | | 141,495 | | | | | | 2,866,412 | | | |||
(1)
The amounts included in this column reflect salaries paid during fiscal 2024, 2023, and 2022. Annual salary adjustments, if any, become effective at the beginning of each calendar year. Thus, the salary reported above for a fiscal year is the sum of the named executive officer’s salary paid for the last three months of a calendar year plus the first nine months of the following calendar year.
(2)
This column represents the aggregate grant date fair value under ASC Topic 718 for performance share units and restricted stock awards granted during fiscal 2024, 2023, and 2022, without taking into account estimated forfeitures. All grants were made pursuant to the A&R 2020 Plan. For additional information on the valuation assumptions, refer to Note 10, “Stock-Based Compensation,” to our Consolidated Financial Statements for the fiscal year ended September 30, 2024, included in the 2024 Form 10-K. These amounts reflect an accounting expense and do not correspond to the actual value that may be realized by the named executive officers. The value of performance share units are reflected in the table above based on target achievement of the applicable performance objectives. The maximum possible grant date value for performance share units granted in fiscal 2024, based on maximum achievement of the applicable performance objectives as well as a 25% increase based on the ROIC modifier, is shown below for each named executive officer:
| | John W. Lindsay | | | $6,929,852 | | | J. Kevin Vann | | | $— | | | Cara M. Hair | | | $1,931,168 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | John R. Bell | | | $1,687,350 | | | Michael P. Lennox | | | $1,649,801 | | | Mark W. Smith | | | $2,099,858 | |
(3)
The amounts included in this column reflect amounts paid under our STI Plan based on annual performance measured against pre-established objectives whose outcome was uncertain at the time the award opportunities were communicated to the named executive officers. The bonus award opportunities, performance metrics, and performance metric weightings for determining bonus amounts for fiscal 2024 are described above in the CD&A under “Elements of Executive Compensation — Performance-Based Compensation Components — Annual Short-Term Incentive Bonus Plan.”
(4)
The amounts included in this column reflect the aggregate positive change in the actuarial present value of the accumulated benefit of each applicable named executive officer under our Pension Plan and our Supplemental Pension Plan. The actuarial present value calculation for fiscal 2024 for Mr. Lindsay, who is retirement eligible, is based on an immediate annuity (with an assumed retirement date of
| | 64 | | | 2025 Proxy Statement | |
|---|
September 30, 2024) and resulted in a positive change in value of $4,676, whereas the present value calculation for fiscal 2024 for Mr. Bell, who is not retirement eligible, is based on a deferred annuity (with an assumed retirement age of 61) and resulted in a positive change in value of $7,354. None of Messrs. Vann, Lennox, or Smith or Ms. Hair are participants in either the Pension Plan or the Supplemental Pension Plan.
(5)
“All other compensation” for fiscal 2024 includes the following:
Our matching contribution to the Savings Plan on behalf of each named executive officer as follows:
| | John W. Lindsay | | | $17,250 | | | J. Kevin Vann | | | $2,342 | | | Cara M. Hair | | | $17,250 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | John R. Bell | | | $17,250 | | | Michael P. Lennox | | | $15,899 | | | Mark W. Smith | | | $17,250 | |
Our matching contribution to the nonqualified Supplemental Savings Plan on behalf of each named executive officer as follows:
| | John W. Lindsay | | | $122,040 | | | J. Kevin Vann | | | $— | | | Cara M. Hair | | | $35,983 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | John R. Bell | | | $31,356 | | | Michael P. Lennox | | | $29,849 | | | Mark W. Smith | | | $46,012 | |
Dividends on restricted stock as follows:
| | John W. Lindsay | | | $251,281 | | | J. Kevin Vann | | | $— | | | Cara M. Hair | | | $69,199 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | John R. Bell | | | $59,919 | | | Michael P. Lennox | | | $56,613 | | | Mark W. Smith | | | $76,335 | |
Supplemental life and long-term disability premiums as follows:
| | John W. Lindsay | | | $16,293 | | | J. Kevin Vann | | | $142 | | | Cara M. Hair | | | $7,276 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | John R. Bell | | | $9,717 | | | Michael P. Lennox | | | $5,962 | | | Mark W. Smith | | | $10,254 | |
For John W. Lindsay, the amount reported includes $46,934 for personal use of our aircraft. The value shown for personal use of our aircraft is the aggregate incremental cost to us of such use, which is calculated based on the variable operating costs for personal flights, including items such as fuel costs, repairs, meals, professional services, travel expenses and licenses and fees. Fixed costs that do not change based on usage, such as the cost of aircraft, pilot salaries, insurance, rent, and other fixed costs, were not included. The amount reported includes the variable costs of “deadhead” flights to the extent related to personal use and is reduced by any reimbursements to us. Mr. Lindsay’s personal use of our aircraft is consistent with the Company’s aircraft use policy described in the CD&A under “Elements of Executive Compensation — Other Benefits — Company Aircraft.”
Our contributions toward club memberships, event tickets, financial planning services, annual physicals, and concierge medical benefits. The values of these personal benefits are based on the aggregate incremental cost to us and are not individually quantified because none of them individually exceeded the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for each named executive officer.
A cash benefit payable to all employees with 25 years or more of service, equal to one week’s salary, which was paid to Mr. Lindsay in the amount of $22,115 and to Mr. Bell in the amount of $8,942.
(6)
The amounts included in this Summary Compensation Table for Mr. Vann reflects his August 2024 start date.
| | 2025 Proxy Statement | | | 65 | |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.