HELMERICH & PAYNE INC (HP)
Sector: Energy
2026 Annual Meeting Analysis
HELMERICH & PAYNE INC · Meeting: March 4, 2026
Directors FOR
9
Directors AGAINST
1
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Mr. Mas is the sitting CEO of MasTec, Inc. (a public company) and also serves on H&P's board — that is two public board seats for a sitting CEO, which meets the overboarding trigger under our policy (sitting CEOs may not hold two or more outside public board seats); this concern is independent of the company's TSR performance.
For Analysis
New director nominee (not previously on board); exempt from TSR trigger as a first-time nominee; brings deep operational knowledge of H&P's drilling business with 17 years at the company.
Director since July 2018; 3-year TSR gap vs. peer median is -28.9pp, which is below the 35pp trigger threshold for low-positive absolute TSR, so no TSR-based concern applies; no overboarding, attendance, or independence issues identified.
Director since August 2021; 3-year TSR gap vs. peer median is -28.9pp, below the 35pp trigger threshold; holds one outside public board seat (Harbour Energy), within the four-board limit; no other policy flags.
Director since March 2017; 3-year TSR gap vs. peer median is -28.9pp, below the 35pp trigger threshold; no overboarding or independence concerns; audit committee financial expertise confirmed.
Director since March 2007; 3-year TSR gap vs. peer median is -28.9pp, below the 35pp trigger threshold; serves as Lead Independent Director with no outside public board seats and strong oil and gas industry credentials.
Director since 1987 and non-independent Chairman; 3-year TSR gap vs. peer median is -28.9pp, below the 35pp trigger threshold; holds one outside public board seat (Coterra Energy), within policy limits; familial relationship flag considered but he is not classified as independent and holds no audit or compensation committee seat, so no independence conflict arises.
Director since July 2023; joined fewer than 24 months before this meeting, so she is exempt from the TSR trigger under the new-director exemption; no attendance, overboarding, or independence issues.
Director since June 2012; 3-year TSR gap vs. peer median is -28.9pp, below the 35pp trigger threshold; serves as Audit Committee Chair and is a Certified Public Accountant, meeting financial expertise requirements; holds one outside public board seat (Cheniere Energy).
Director since March 1989; 3-year TSR gap vs. peer median is -28.9pp, below the 35pp trigger threshold; no outside public board seats and no overboarding, attendance, or independence concerns.
The TSR trigger does not fire for the slate as a whole: H&P's 3-year price return of +9.4% is in the low-positive band (0–20%), requiring a 35pp gap vs. the peer median to trigger a No vote, and the actual gap is only -28.9pp. Nine of ten directors receive a FOR vote. José R. Mas receives an AGAINST vote solely because he is the sitting CEO of a public company (MasTec) and simultaneously serves on H&P's board, which equals two public board seats for a sitting CEO — one more than our policy allows.
Say on Pay
✓ FORCEO
John W. Lindsay
Total Comp
$9,010,799
Prior Support
95%%
CEO total compensation of approximately $9.0 million is consistent with a mid-cap energy services company at H&P's size and scope, and the prior Say on Pay vote received 95% support, reflecting strong shareholder alignment. The pay program is well-structured: roughly 50% of the long-term equity grant is delivered as performance stock awards tied to relative total shareholder return and a return-on-invested-capital modifier, and time-vested restricted stock comprises the other half, meaning the majority of pay is variable and at risk. While H&P's 3-year stock return trailed its peers, the company's zero payout on performance stock awards for the 2022 grant cohort (due to TSR underperformance) demonstrates that the incentive structure is functioning as intended — executives did not collect above-benchmark payouts during a period of underperformance, which is the key pay-for-performance alignment test.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
31 yrs
Audit Fees
$9,440,928
Non-Audit Fees
$575,260
Ernst & Young has audited H&P continuously since 1994, a tenure of approximately 31 years, which exceeds the 25-year threshold in our policy. The non-audit fee ratio is well within acceptable limits (non-audit fees of roughly $575,000 are only about 6% of audit fees of $9.4 million, far below the 50% trigger). However, the proxy does not provide a specific and compelling rationale for retaining EY beyond 25 years — it notes only that EY has served since 1994 — and does not disclose a concrete multi-year rotation plan. Because the tenure trigger is confirmed and no qualifying exception is disclosed, a vote against ratification is warranted.
Overall Assessment
The 2026 H&P annual ballot presents four proposals; we vote FOR nine of ten director nominees (flagging José Mas for sitting-CEO overboarding), AGAINST auditor ratification due to Ernst & Young's 31-year tenure with no disclosed rotation plan, and FOR the Say on Pay proposal given a well-structured performance-linked pay program and 95% prior-year shareholder support. The equity plan approval (Proposal 4) falls outside the scope of the current policy and no determination is rendered.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing