DEF 14A of Helmerich & Payne, Inc., Jan 17, 2024

DEF 14A of Helmerich & Payne, Inc.

Filed Jan 17, 2024 · FY20230001104659-24-004478

Open on EDGAR

  1. Cautionary Note Regarding Forward-Looking Statements

    | Table of Contents | | | ANNUAL MEETING INFORMATION | 2 | | PROXY SUMMARY | 3 | | CORPORATE GOVERNANCE | 11 | | DIRECTORS | 21 | | DIRECTOR COMPENSATION FOR FISCAL 2023 | 36 | | DIRECTOR COMPENSATION TABLE | 37 | | OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END (DIRECTORS) | 38 | | PROPOSAL NO. 1 | 39 | | ELECTION OF DIRECTORS | | | PROPOSAL NO. 2 | 40 | | RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS | | | EXECUTIVE OFFICERS | 44 | | COMPENSATION COMMITTEE REPORT | 46 | | COMPENSATION DISCUSSION AND ANALYSIS | 47 | | SUMMARY COMPENSATION TABLE | 66 | | GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023 | 68 | | OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END | 69 | | STOCK VESTED IN FISCAL 2023 | 70 | | PENSION BENEFITS FOR FISCAL 2023 | 70 | | NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2023 | 72 | | POTENTIAL PAYMENTS UPON CHANGE-IN-CONTROL | 73 | | PROPOSAL NO. 3 | 74 | | ADVISORY VOTE ON EXECUTIVE COMPENSATION | | | PAY RATIO DISCLOSURE | 75 | | PAY VERSUS PERFORMANCE | 76 | | PROPOSAL NO. 4 | 79 | | APPROVAL OF THE HELMERICH & PAYNE, INC. 2024 OMNIBUS INCENTIVE PLAN | | | SUMMARY OF ALL EXISTING EQUITY COMPENSATION PLANS | 93 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 94 | | SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT | 95 | | GENERAL INFORMATION | 96 | | APPENDIX A — HELMERICH & PAYNE, INC. 2024 OMNIBUS INCENTIVE PLAN | A-1 |

  2. Directors

    Directors This section describes the experience and qualifications of Director nominees and how our Board members are compensated.

  3. Directors

    | 2024 Proxy Statement | 21 |

  4. Director Nominees

    Director Nominees The information that follows, including principal occupation or employment for the past five or more years and summary of each individual’s experience, qualifications, attributes, or skills that have led to the conclusion that each individual should serve as a Director in light of our current business and structure, is furnished with respect to each nominee. See also “Proxy Summary — Helmerich & Payne’s Board of Directors — Director Skills and Experiences,” which summarizes some of the skills and qualifications of each individual director.

  5. Director Nominees

    | | Delaney M. Bellinger | | | | | Age: 65 | 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. | | | | | Ms. Bellinger serves on the board of Texas TicKids, a non-profit organization that enhances children’s lives by allowing them to fill unused event seats. | | | | | 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. | | | |

  6. Director Nominees

    | 22 | 2024 Proxy Statement |

  7. Director Nominees

    | | Belgacem Chariag | | | | | Age: 61 | Director Since: 2021 | Committees: Human Resources 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. | | | |

  8. Director Nominees

    | 2024 Proxy Statement | 23 |

  9. Director Nominees

    | | Kevin G. Cramton | | | | | Age: 64 | Director Since: 2017 | Committees: Audit Nominating and Corporate Governance | | Career Highlights | | | | | Mr. Cramton has been an executive partner of HCI Equity Partners, a private equity firm, since 2019, having previously served as operating partner from 2016 to 2019. From 2019 to 2023, he served 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. | | | |

  10. Director Nominees

    | 24 | 2024 Proxy Statement |

  11. Director Nominees

    | | Randy A. Foutch | | | | | Age: 72 | 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 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, and Cheniere Energy, Inc., a producer and exporter of liquified natural gas in the United States, from 2013 to 2015. 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. He also serves as an independent Director of Galileo Holdco 1 Limited, a company specializing in liquification, natural gas compression and re-gasification modular systems and technologies, and is a member of the board of Citizen Energy, a private oil and natural gas company focused on developing horizontal play concepts in the onshore region of the United States. 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 boards of the C.M. Russell Museum and the National Museum of Wildlife Art. Mr. Foutch is a recipient of 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. | | | |

  12. Director Nominees

    | 2024 Proxy Statement | 25 |

  13. Director Nominees

    | | Hans Helmerich | | | | | Age: 65 | 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 | | | | | • 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. | | | |

  14. Director Nominees

    | 26 | 2024 Proxy Statement |

  15. Director Nominees

    | | Elizabeth R. Killinger | | | | | Age: 54 | Director Since: 2023 | Committees: Audit Nominating and Corporate Governance | | Career Highlights | | | | | Ms. Killinger has served as Executive Vice President, NRG Home, of NRG Energy, Inc. since 2016. NRG’s Home division 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 30 years of domestic and international experience in the energy and services industries, including 20 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 U.S. and Europe. | | | | | Ms. Killinger serves on the Board of Directors of Texas Dow Employees Credit Union and the Energy Advisory Board and the Board of the Bauer Business School at the University of Houston. She also serves on the boards of directors of several non-profit organizations, including the Greater Houston Partnership, a non-profit organization focused on economic development of the Greater Houston area, and Junior Achievement of Southeast Texas, a non-profit organization that provides experiential educational programs to K-12 students. | | | | | 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 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. | | | |

  16. Director Nominees

    | 2024 Proxy Statement | 27 |

  17. Director Nominees

    | | John W. Lindsay | | | | | Age: 63 | 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. | | | |

  18. Director Nominees

    | 28 | 2024 Proxy Statement |

  19. Director Nominees

    | | José R. Mas | | | | | Age: 52 | 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 | | | | | • 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. | | | |

  20. Director Nominees

    | 2024 Proxy Statement | 29 |

  21. Director Nominees

    | | Thomas A. Petrie | | | | | Age: 78 | Director Since: 2012 | Committees: Human Resources (C) Nominating and Corporate Governance | | Career Highlights | | | | | Mr. Petrie served as Chairman of Petrie Partners, LLC, an investment banking firm that offers financial advisory services to the oil and gas industry, from 2012 to 2023. In 1989, he co-founded Petrie Parkman & Co., a firm specializing in investment banking services for the oil and gas industry, and served as its Chairman and Chief Executive Officer from 1989 to 2006. Mr. Petrie served as a Vice Chairman of Merrill Lynch from 2006 to 2009 and as Vice Chairman of Bank of America from 2009 to 2012. Mr. Petrie has been an active advisor on more than $250 billion of energy-related mergers and acquisitions. | | | | | Mr. Petrie serves on the Board of Trustees of the Denver Art Museum and the Board of Directors of the C.M. Russell Museum. In 2023, Mr. Petrie was inducted into the Hart Energy Hall of Fame. | | | | | Other Public Company Boards (within past five years) | | | | | • None | | | | | Key Qualifications and Expertise | | | | | Mr. Petrie brings to the Board executive leadership, global business, and oil and gas industry experience as well as extensive experience in strategic planning and private equity and capital markets through his executive positions at investment banking and advisory firms. | | | |

  22. Director Nominees

    | 30 | 2024 Proxy Statement |

  23. Director Nominees

    | | Donald F. Robillard, Jr. | | | | | Age: 72 | 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”), 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. In 2020, Mr. Robillard joined the Board of RRH Corporation, the holding company for all Hunt subsidiaries. Mr. Robillard joined Hunt 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, from 2016 to 2017. Mr. Robillard formed Robillard Consulting, LLC, an oil and gas advisory firm, in 2018. Mr. Robillard has served as an independent Director of Galileo Holdco 1 Limited since 2020. | | | | | 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. | | | |

  24. Director Nominees

    | 2024 Proxy Statement | 31 |

  25. Director Nominees

    | | John D. Zeglis | | | | | Age: 76 | 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 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. | | | |

  26. Director Nominees

    | 32 | 2024 Proxy Statement |

  27. Board of Directors

    Board of Directors At each regular meeting, the Board reviews the Company’s financial condition and results of operations, hears reports concerning factors that could affect the business in the future, and receives a report on the most significant risks facing the Company. The Board annually approves a capital budget, with subsequent approval required for any significant variations. In addition, the Board receives information from management concerning operations, safety, legal, regulatory, insurance, finance, strategy, environmental, social, and governance matters, as well as information regarding any material risks associated with each of the foregoing. The full Board (or the appropriate Board committee if the Board committee is responsible for the oversight of the matter) receives this information through updates from the appropriate members of management to enable it to understand and monitor the Company’s risk management practices. When a Board committee receives an update, the chairperson of the relevant Board committee reports on the discussion to the full Board at the next Board meeting. This enables the Board and its committees to coordinate their oversight of risks facing the Company.

  28. Board of Directors

    | 2024 Proxy Statement | 33 |

  29. Director Compensation for Fiscal 2023

    Director Compensation for Fiscal 2023 For fiscal 2023, the non-employee Directors received the following compensation:

  30. Director Compensation for Fiscal 2023

    | 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 |

  31. Director Compensation for Fiscal 2023

    | Non-Employee Director Annual Restricted Stock Grant | Intended Value on the Date of Grant ($) | | Chairman of the Board | 270,000 | | Other Non-Employee Directors | 180,000 |

  32. Director Compensation for Fiscal 2023

    Non-employee Director compensation was reviewed during fiscal 2023, and no changes were made to the above amounts. All non-employee Directors are also reimbursed for expenses incurred in connection with attending Board meetings and Board committee meetings. Directors who are also employees do not receive additional compensation for serving on the Board. Restricted stock is the sole form of stock-based compensation awarded to Directors.

  33. Director Compensation Table

    Director Compensation Table The following table shows the compensation of the members of the Board who served at any time during fiscal 2023, other than Mr. Lindsay, whose compensation as a named executive officer is set forth in the Summary Compensation Table.

  34. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Delaney M. Bellinger | 105,000 | 179,967 | 8,662 | 293,629 | | Belgacem Chariag | 100,000 | 179,967 | 8,662 | 288,629 | | Kevin G. Cramton | 105,000 | 179,967 | 8,662 | 293,629 | | Randy A. Foutch | 140,000 | 179,967 | 8,662 | 328,629 | | Hans Helmerich | 150,000 | 269,972 | 12,993 | 432,965 | | Elizabeth R. Killinger(4) | 44,226 | 120,317 | 1,646 | 166,189 | | José R. Mas | 100,000 | 179,967 | 8,662 | 288,629 | | Thomas A. Petrie | 115,000 | 179,967 | 8,662 | 303,629 | | Donald F. Robillard, Jr. | 135,000(5) | 179,967 | 8,662 | 323,629 | | Edward B. Rust, Jr(6) | 26,250 | — | 4,591 | 30,841 | | Mary M. VanDeWeghe(6) | 25,000 | — | 2,296 | 27,296 | | John D. Zeglis | 105,000 | 179,967 | 8,662 | 293,629 |

  35. Director Compensation Table

    (1) Regular cash retainers, committee chair fees and lead director fees are paid quarterly in March, June, September, and December. (2) Includes restricted stock and restricted stock deferred to stock units under our Director Plan. The amounts included in this column represent the aggregate grant date fair value of restricted stock determined pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For additional information, including valuation assumptions with respect to the grants, refer to note 11, “Stock-Based Compensation,” to our audited financial statements for the fiscal year ended September 30, 2023, included in our Annual Report on Form 10-K filed with the SEC on November 8, 2023 (the “2023 Form 10-K”). (3) Amounts in this column reflect dividends on restricted stock and dividends credited on stock units under the Director Plan and do not include any perquisites or other personal benefits, the aggregate amount of which with respect to any Director, does not exceed $10,000. (4) Ms. Killinger was appointed to the Board on June 30, 2023. (5) Mr. Robillard elected to defer $22,500 of his fiscal 2023 cash retainer under the Director Deferred Plan. Deferred cash is considered fully vested at all times. Mr. Rust’s and Ms. VanDeWeghe’s last day of service on the Board was February 28, 2023 as neither stood for re-election at the 2023 Annual Meeting of Stockholders.

  36. Director Compensation Table

    | 2024 Proxy Statement | 37 |

  37. Outstanding Equity Awards At Fiscal 2023 Year-End (Directors)

    Outstanding Equity Awards At Fiscal 2023 Year-End (Directors) The following table provides information on the aggregate number of unvested shares or stock units and unexercised options outstanding for each non-employee Director as of September 30, 2023.

  38. Outstanding Equity Awards At Fiscal 2023 Year-End (Directors)

    | Name | Aggregate Number of Unvested Shares or Stock Units Outstanding as of September 30, 2023(#)(1) | Aggregate Option Awards Outstanding as of September 30, 2023(#)(2) | | Delaney M. Bellinger | 4,197(3) | 2,926 | | Belgacem Chariag | 4,197(4) | — | | Kevin G. Cramton | 4,197(4) | 12,613 | | Randy A. Foutch | 4,197(3) | 37,659 | | Hans Helmerich | 6,296(4) | 48,860 | | Elizabeth R. Killinger(5) | 3,394(4) | — | | José R. Mas | 4,197(4) | 12,613 | | Thomas A. Petrie | 4,197(4) | 37,659 | | Donald F. Robillard, Jr. | 4,197(3) | 37,659 | | Edward R. Rust | — | 37,659 | | Mary M. VanDeWeghe | — | — | | John D. Zeglis | 4,197(4) | 37,659 |

  39. Outstanding Equity Awards At Fiscal 2023 Year-End (Directors)

    (1) Represents shares of restricted stock or stock units deferred pursuant to the Director Plan, which were granted on March 1, 2023, and vest on the one-year anniversary of the grant date. (2) Represents vested and exercisable stock options. No stock options were awarded in fiscal 2023, and no Director holds any unvested and unexercisable stock options. (3) Represents unvested stock units deferred pursuant to the Director Plan. (4) Represents restricted stock. Ms. Killinger’s restricted stock award was prorated based on her appointment to the Board on June 30, 2023.

  40. Outstanding Equity Awards At Fiscal 2023 Year-End (Directors)

    | 38 | 2024 Proxy Statement |

  41. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  42. ELECTION OF DIRECTORS

    | At the Annual Meeting, 11 Directors are to be elected for terms of one year each. One Director has joined the Board of Directors since our last Annual Meeting of Stockholders. Ms. Elizabeth Killinger, who was appointed to the Board of Directors on June 30, 2023 and will stand for election at the 2024 Annual Meeting, was identified by a third-party search firm engaged by the NCG Committee to assist in identifying potential Directors. All of the other incumbent Directors are standing for re-election. All nominees have agreed to be named in this proxy statement and have indicated a readiness to continue to serve if elected. The NCG Committee has determined that each of the nominees qualifies for election under its criteria for evaluation of directors and has recommended that each of the candidates be nominated for election. If any nominee becomes unable to serve prior to the Annual Meeting, shares represented by proxy may be voted for a substitute designated by the Board of Directors, unless a contrary instruction is noted on the proxy. The Board of Directors has no reason to believe that any of the nominees will become unavailable. As detailed under “Additional Information Concerning the Board of Directors — Director Independence” below, the Board of Directors has affirmatively determined that each of the nominees, other than Messrs. Helmerich and Lindsay, qualifies as “independent” as that term is defined under the rules of the NYSE and the SEC, as well as our Corporate Governance Guidelines. | Board Recommendation The Board unanimously recommends a vote FOR each of the persons nominated by the Board. |

  43. ELECTION OF DIRECTORS

    | 2024 Proxy Statement | 39 |

  44. Executive Summary

    Finally, as part of our overall capital allocation plan that was announced in October 2023, we established H&P’s 2024 Supplemental Stockholder Return Plan, which is currently projected to provide nearly $168 million in base and supplemental dividends combined to our stockholders in fiscal 2024.(2) Our Human Resources Committee (referred to in this section as the “Committee”) believes that the fiscal 2023 compensation of our named executive officers appropriately reflects and rewards their strong values-driven leadership and is commensurate with our size and performance. The Committee is responsible for establishing and monitoring our executive compensation program. All compensation decisions relating to our CEO, CFO, and the other named executive officers are made by the Committee. The following pay decisions were made by the Committee with respect to our named executive officers for 2023: • Base salaries were increased for calendar 2023, reflecting adjustments to align pay with market compensation levels as compared to our Compensation Peer Group (defined below) and published survey data • For fiscal 2023, we reverted back to a twelve-month performance period for all performance metrics under our Annual Short-Term Incentive Plan in lieu of the two six-month performance periods used for certain financial performance metrics in fiscal 2021 and 2022 in light of the modest easing of industry volatility and to align with prevailing market practice. The individual performance modifier was also removed for fiscal 2023 in order to support our strategic need for a focus on team performance. The target bonus opportunities for our named executive officers increased from fiscal 2022 to remain competitive with market practice. Our performance for fiscal 2023 produced a weighted average payout factor of 123.46%. • The target value of long-term equity incentive awards for our named executive officers increased from fiscal 2022 levels in order to align with market practice. Long-term equity incentive awards were granted 50% in the form of performance-based restricted share units (“performance share units”) that are earned based on our relative TSR and 50% in the form of time-vested restricted stock. We also modified the performance share unit award design with the addition of a return on invested capital (“ROIC”) performance modifier. Based on the Company’s ROIC performance over the three-year performance period, the Committee may increase or decrease by 25% the number of units that otherwise would be paid out solely based on the Company’s relative TSR performance. • Based on the relative ranking of our three-year TSR performance, 93.25% of the performance units granted in December 2020 with a three-year performance period ending December 31, 2023, were earned. • In light of our one-year relative TSR performance, none of the performance units granted in December 2020, November 2021, and December 2022 and eligible to be earned based on 2023 performance, were earned. The Committee believes that the compensation decisions made and payouts earned for the year illustrate our pay for performance philosophy, appropriately aligning the interest of our executives with those of our stockholders. Planned base and supplemental dividends represent our current intention of returning capital to stockholders during fiscal year 2024 based upon our outlook of market and industry conditions at present, including our current expectations surrounding rig pricing, activity levels, margins, cash generation, capital expenditures, and other investment opportunities. In determining whether to proceed with the fiscal year 2024 base and supplemental dividends, management and the Board will continue to review the Company’s financial position and performance together with relative market conditions at that time in order for the Board to determine the amount, timing and approval of any dividend payments.

  45. Determination of Executive Compensation

    Following the end of each fiscal year, the Committee meets to consider and determine bonus compensation for the completed fiscal year as well as salary adjustments, and equity-based compensation awards for the upcoming fiscal year. The Committee also considers performance objectives for the upcoming fiscal year and recommends the same for ratification by the Board. We evaluate the performance of our executives over both short-term and multi-year periods. In making compensation decisions, the Committee compares each element of compensation against a peer group of publicly-traded contract drilling and oilfield service companies (collectively, the “Compensation Peer Group”) and against published survey data. The Compensation Peer Group consists of companies that are representative of the types of companies that we compete against for talent. The Committee, with the assistance of its independent compensation consultant revised the Compensation Peer Group for fiscal 2023 compensation decisions as follows: • National Energy Services Reunited Corp. was removed from the peer group due to the company’s absence of available executive pay information. • Expro Group Holdings N.V. was added to the peer group due to its comparable size and operations. For compensation decisions with respect to fiscal 2023, the resulting Compensation Peer Group was as follows:

  46. Determination of Executive Compensation

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

  47. Determination of Executive Compensation

    | | Market Capitalization (at September 30, 2023)(1) ($) | Enterprise Value (at September 30, 2023)(1) ($) | Revenue (TTM from September 30, 2023)(1) ($) | | Peer Company Maximum | 35,661 | 38,659 | 24,576 | | Peer Company Median | 2,559 | 3,502 | 2,502 | | Peer Company Minimum | 535 | 665 | 776 | | Helmerich & Payne, Inc. | 4,192 | 4,444 | 2,844 | | | 58th Percentile | 55th Percentile | 57th Percentile |

  48. Determination of Executive Compensation

    (1) Amounts provided by Willis Towers Watson. Enterprise value amounts are calculated as follows: market capitalization as of September 30, 2023, plus debt, lease liabilities, preferred stock, and minority interest less cash and short-term investments. The Committee also uses survey data to assist in compensation decisions, including those instances in which a named executive officer’s position or duties do not match the position or duties of Compensation Peer Group executives for whom compensation information is publicly disclosed. This survey data includes oilfield services, energy, and general industry data. The Committee sets target total direct compensation for named executive officers to generally approximate the median level of compensation paid to similarly-situated executives of the companies comprising the Compensation Peer Group. Variations may occur, however, as dictated by corporate performance, experience level, internal pay

  49. Role of Compensation Consultant

    Role of Compensation Consultant During fiscal 2023, the Committee retained Willis Towers Watson as its independent compensation consultant to review executive compensation practices. Willis Towers Watson provides the Committee a number of consulting services regarding executive compensation, including: • a review of the competitiveness of the program design and award values; • updates on trends and developments in executive compensation; • a comprehensive analysis and comparison of our named executive officers’ compensation relative to our Compensation Peer Group shown above and survey data; • total stockholder return comparison between the Company and its Compensation Peer Group; and • preparation and review of materials for Committee meetings in which executive compensation is on the agenda. The Committee’s compensation consultant periodically provides the Committee with recommendations and reports regarding non-employee Director compensation. The Committee reviews the analysis and determines whether to recommend to our Board any changes to the compensation program for non-employee Directors. Willis Towers Watson reports directly to the Committee, although it may meet with management from time to time to gather information or to obtain management’s perspective on executive compensation matters. The Committee has the sole authority under its Charter to retain, at the Company’s expense, or terminate the compensation consultant at any time. The Committee has considered the independence of Willis Towers Watson in light of SEC rules and NYSE listing standards and concluded that no conflict of interest is present.

  50. Compensation Risk Assessment

    review includes analyzing the likelihood and magnitude of potential risks, focusing on program elements such as pay mix and amount, performance metrics and goals, the balance between annual and long-term incentives, the terms of equity and bonus awards, and change-in-control arrangements. The review also takes into account mitigating features embedded in our compensation programs and practices such as capped payout levels for both annual bonuses and performance-based equity grants under the Company’s equity compensation plan, stock ownership guidelines aligning the interests of our named executive officers with those of our stockholders, clawback policies and provisions contained in equity compensation plan award and other agreements, the use of multiple performance measures, and multi-year vesting schedules for equity awards. The findings of this risk assessment are discussed with the Committee. Based on the assessment, we have determined that our compensation programs and practices applicable to all employees, including our named executive officers are not reasonably likely to have a material adverse effect on the Company.

  51. Elements of Executive Compensation

    Performance-Based Compensation Components Annual Short-Term Incentive Bonus Plan The Annual Short-Term Incentive Bonus Plan (the “STI Plan”) provides annual cash incentives to reward the Company’s achievement of near-term performance goals. Combined base salaries and target STI Plan bonus levels are intended to generally approximate the median level of the combined base salary and annual cash bonus levels for similarly situated executives in the Compensation Peer Group. The Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan (the “A&R 2020 Plan”) governs the fiscal 2023 awards granted under the STI Plan. As such, no bonus in excess of $5,000,000 may be paid to any named executive officer under the 2023 STI Plan. The Committee established consistent potential payout ranges for all of our NEOs under the 2023 STI Plan, with the threshold payout for the Company performance component set at 50% of target and the reach payout set at 200% of target. These ranges were adjusted compared to the 2022 STI Plan to reflect the removal of the individual performance modifier to support our strategic need for a focus on team performance. Performance under the 2023 STI Plan was measured based on independently weighted financial, operational and strategic objectives, including an environmental and social component, as more fully described below. For fiscal 2023, the Committee established a 12-month performance period for all performance metrics under our STI Plan in lieu of the two six-month performance periods used for fiscal 2021 and 2022 in light of the modest decrease in market volatility in our industry with the recovery and relative stabilization of crude oil prices following the sharp industry downturn in early 2020. Financial goals were established at the beginning of fiscal 2023 and were revised from fiscal 2022 goals. In particular, the Committee combined the expense management and operating cash flow margin goals used under the 2022 STI Plan into a single modified cash flow objective for fiscal 2023. Weighting emphasis was placed on the modified cash flow objective to emphasize the Company’s fiscal 2023 focus on increasing cash flow margins. No bonuses were paid until after the end of fiscal 2023. Target Incentive Ranges The threshold, target, and reach bonus award opportunities for each of our named executive officers under the 2023 STI Plan expressed as a percentage of base salary, were set as follows:

  52. Elements of Executive Compensation

    If results fall between the threshold and target objectives or the target and reach objectives, then the payout factor is linearly interpolated. These opportunities were increased from the previous fiscal year to align appropriately with competitive market practice and to calibrate for the absence of the individual performance modifier component that was present in the fiscal 2022 STI Plan. The Committee determined that such targets were appropriate in light of market data and analysis provided by our independent compensation consultant.

  53. Elements of Executive Compensation

    | Financial Performance | | | | | | | | | Performance Measure | Threshold ($MM) | Target ($MM) | Reach ($MM) | Actual ($MM) | Percent of Target Payout Earned | Times Weighting | Calculated Payout Factor | | Annual Measures | | | | | | | | | Drilling Services Revenue | 2,834 | 3,114 | 3,277 | 2,863 | 55.18% | 20.00% | 11.04% | | Modified Cash Flow(1) | 905 | 1,104 | 1,267 | 961 | 64.07% | 35.00% | 22.42% | | Capital Returned to Stockholders(2) | 157 | 207 | 247 | 449 | 200.00% | 15.00% | 30.00% | | Total | | | | | | 70.00% | 63.46% |

  54. Elements of Executive Compensation

    | Operational and Strategic | | | | | | | Performance Measure | Target | Performance | Target Payout Earned | Weight | Times Weighting | | Safety (with fatality override)(1) | Provide training on H&P’s LifeBelts to reestablish the LifeBelts as a core part of our prevention of SIF exposures | Global workshops offered and attended by front-line rig site leaders and a 98% completion rate on e-learning training for assigned personnel | 200%(4) | 15% | 30% | | | Reduce the rate of serious injuries or fatalities (“SIFs”) incidents(2) involving a LifeBelt(3) breakdown by 15% | ~40% reduction fiscal year over fiscal year | | | | | Strategic Objectives | Implement engine automation (HMI start/stop) on 75 of our rigs by end of fiscal 2023 | 131% of target met with Driller’s Select(5) engine management automation implemented on 98 of our rigs | 200% | 15% | 30% | | | Achieve a completion rate of 98% for new specific training focused on the reduction of GHG emissions from our operations | 101% of target met with over 99% of assigned employee completion | | | | | | Satisfy growing customer demand for more technology automation | Average technology product application usage per rig per day rose 28% fiscal year over fiscal year Successfully launched four new technology and automation products in fiscal 2023 | | | | | | Establish operating model to enable efficient and effective support of international growth | Developed and deployed a smaller optimized international entry and support model and improved global processes and strategic foreign assignee programs | | | | | | Successful start-up of new international operations | Established operations in Australia, drilling two wells; the second well was drilled 40% faster than previous contractor Secured a contract for a rig in Saudi Arabia Established a hub office in the United Arab Emirates with business development and administrative services functions to pursue regional growth opportunities Delivered a rig to the United Arab Emirates (“UAE”) for regional opportunities | | | | | | Establish DE&I framework for international employees | Global framework created and deployed to align DE&I objectives as locally relevant and globally consistent | | | | | | Continue to integrate DE&I concepts into H&P’s talent management programs | Integrated DE&I concepts into internship, on-boarding, organizational health, field leadership coaching, organizational health training, and employee survey programs | | | |

  55. Elements of Executive Compensation

    | Executive | Base Salary ($) | Target Bonus Opportunity as % of Salary | STI Plan Payout Factor | Total STI Plan Award ($) | | John W. Lindsay | 1,108,800 | 120% | 123.46% | 1,642,709 | | Mark W. Smith | 560,000 | 100% | 123.46% | 691,376 | | Cara M. Hair | 515,000 | 100% | 123.46% | 635,819 | | John R. Bell | 450,000 | 90% | 123.46% | 500,013 | | Michael P. Lennox | 440,000 | 90% | 123.46% | 488,902 |

  56. Elements of Executive Compensation

    Equity award levels are determined based on, among other things, market data, and vary among executives based on their positions. Target equity awards are calculated based on an executive’s base pay and the value of our common stock. Under this methodology, for fiscal 2023, the Committee approved the target value of the annual equity awards as 500% of the CEO’s base salary and 300% of the base salary of the other named executive officers (in each case based on calendar year 2022 base salary levels then in effect), which represented an increase for each named executive officer compared to fiscal 2022 target equity awards. The Committee arrived at those values in an effort to approximate the median level of compensation paid to similarly situated executives of the companies comprising the Compensation Peer Group. The table below details the fiscal 2023 target long-term equity incentive compensation for each of our named executive officers.

  57. Elements of Executive Compensation

    | NEO | Target Equity Grant as % of Base Salary (%) | Target Value ($) | | John W. Lindsay | 500 | 5,280,000 | | Mark W. Smith | 300 | 1,591,350 | | Cara M. Hair | 300 | 1,470,000 | | John R. Bell | 300 | 1,230,000 | | Michael P. Lennox | 300 | 1,170,000 |

  58. Elements of Executive Compensation

    During fiscal 2023, the Committee awarded a combination of performance share units and time-based restricted stock to participants. A total of 50% of the annual grant was delivered in the form of performance share units and 50% was granted in the form of time-based restricted stock. To determine the actual number of performance share units and restricted shares awarded to a named executive officer, the dollar value of the award was divided by the grant date fair value determined pursuant to Financial Accounting Standards Board Codification Topics 718 and 820. Performance Share Units The Committee granted performance share units to our named executive officers in December 2022. These performance share units may be earned based on our TSR versus the TSR of a peer group of oil and gas equipment, services, and drilling companies in the S&P 1500 Composite Index over the performance period (“relative TSR”). The peer group for these performance share unit awards consists of the following companies:

  59. Elements of Executive Compensation

    | PSU Peer Group | | | Archrock, Inc. | Nabors Industries Ltd. | | Baker Hughes Company | NOV Inc. | | Bristow Group Inc. | Oceaneering International, Inc. | | ChampionX Corporation | Oil States International, Inc. | | Core Laboratories N.V. | Patterson-UTI Energy, Inc. | | DMC Global Inc. | ProPetro Holding Corp. | | Dril-Quip, Inc. | RPC, Inc. | | Halliburton Company | Schlumberger Limited | | Helix Energy Solutions Group, Inc. | U.S. Silica Holdings, Inc. |

  60. Elements of Executive Compensation

    Each performance share unit award consists of two elements, one based on the Company’s relative TSR over the entire three calendar year performance period and the other divided into annual tranches and determined based on the Company’s one-year relative TSR for each year of the performance period. Including performance periods of one year addresses the cyclical nature of our industry. The portion of the performance share units that is earned based on the Company’s one-year relative TSR for the first and second years of the performance period remains subject to time-based vesting until the conclusion of the three-year term of the performance share unit award. In order to further protect stockholder interests, performance share unit payouts are capped at the target number of shares if the Company’s absolute TSR is negative over the measurement period regardless of whether the Company’s relative TSR exceeds the median TSR of its peers.

  61. Elements of Executive Compensation

    Performance units granted in December 2022 include an additional return on invested capital (“ROIC”) performance metric. Based on the Company’s ROIC performance over a full three-year performance period, the Committee may increase or decrease by 25% the number of units that otherwise would be paid out solely based on the achievement of relative TSR performance. If performance unit payouts are subject to the negative absolute TSR cap described above, the ROIC adjustment is applied after application of such cap. Additional performance share units are credited based on the amount of cash dividends paid on our common shares divided by the market value of our common shares on the date such dividend is paid. Such dividend equivalents are subject to the same terms and conditions as the underlying award of performance share units and are settled or forfeited in the same manner and at the same time as the performance share units to which they were credited. Performance share units are paid in shares of our common stock. The complete payout table before the application of the ROIC performance metric for the Company’s December 2022 performance share unit awards is shown below:

  62. Elements of Executive Compensation

    | The Company’s TSR Percentile Ranking Relative to the Applicable Peer Group | Vested Percentage of the Subject PSUs (%) | The Company’s Performance Category | | Greater than or Equal to 85th Percentile | 200 | Maximum Performance | | Equal to 75th Percentile | 150 | | | Equal to 65th Percentile | 125 | | | Equal to 55th Percentile | 100 | Target Performance | | Equal to 45th Percentile | 75 | | | Equal to 35th Percentile | 50 | Threshold Performance | | Less than 35th Percentile | 0 | Below Threshold Performance |

  63. Elements of Executive Compensation

    The vested percentage of PSUs is interpolated on a straight-line basis for performance between the relative rankings shown above. Target Performance Share Units Granted The table below details the target performance share units granted to each of our named executive officers in the last three fiscal years.

  64. Elements of Executive Compensation

    | NEO | 2023 Target PSUs Awarded(1) | 2023 Grant Date Value ($) | 2022 Target PSUs Awarded(2) | 2022 Grant Date Value ($) | 2021 Target PSUs Awarded(3)(4) | 2021 Grant Date Value ($) | | John W. Lindsay | 48,616 | 2,639,904 | 76,559 | 2,306,186 | 101,285 | 2,306,250 | | Mark W. Smith | 14,651 | 795,566 | 23,505 | 708,043 | 31,099 | 708,125 | | Cara M. Hair | 13,534 | 734,914 | 20,539 | 618,698 | 27,174 | 618,750 | | John R. Bell | 11,324 | 614,905 | 18,165 | 547,186 | 24,034 | 547,250 | | Michael P. Lennox | 10,770 | 584,828 | 16,271 | 490,131 | 21,528 | 490,188 |

  65. Elements of Executive Compensation

    Performance Share Units Earned Of the performance share units eligible to be earned based on performance through December 31, 2023, only the three-year relative TSR component of the 2021 performance share units granted in December 2020 were earned at 93.25% of target. No portion of the one-year TSR awards granted in December 2020, December 2021 or December 2022 were earned. The following table details the number (including performance share units credited based on cash dividends) and the value of the performance share units earned.

  66. Elements of Executive Compensation

    | NEO | 2021 PSUs Earned | Market Value as of Dec. 31, 2023 ($) | | John W. Lindsay | 52,982 | 1,919,008 | | Mark W. Smith | 16,268 | 589,227 | | Cara M. Hair | 14,214 | 514,831 | | John R. Bell | 12,572 | 455,358 | | Michael P. Lennox | 11,261 | 407,873 | | TSR(1) | 52.3% | |

  67. Elements of Executive Compensation

    (1) Relative TSR percentile rank during the three-year period ended December 31, 2023 versus applicable comparator peer group. Restricted Stock One of the primary objectives of our compensation program is to attract and retain qualified executives and other employees whose knowledge and skill-set provide us with a competitive advantage over the volatile market cycles in our industry. Awards of restricted stock improve our employee retention and help ensure that our compensation packages remain competitive with those offered by our peers. The value of restricted stock awards remains tied to the performance of the Company’s stock, aligning the interests of executives and other employees with those of our stockholders and incentivizing award recipients to ensure that the Company performs well throughout the award’s vesting period and for as long as they hold the vested stock. Grants of restricted stock made in December 2022 vest ratably over three years, subject to the participant’s continued service through each of the applicable vesting dates. During the restricted period, the participant receives quarterly cash dividends and has the right to vote the restricted shares. Unvested restricted stock is generally forfeited if the participant leaves the Company. The table below details the number and value of restricted shares granted to each named executive officer in December 2022.

  68. Elements of Executive Compensation

    | NEO | Shares of Restricted Stock Granted in Dec. 2022 | Grant Date Value ($) | | John W. Lindsay | 59,126 | 2,639,976 | | Mark W. Smith | 17,820 | 795,663 | | Cara M. Hair | 16,461 | 734,984 | | John R. Bell | 13,773 | 614,964 | | Michael P. Lennox | 13,101 | 584,960 |

  69. Clawback Rights

    Clawback Rights We are dedicated to performing with integrity and promoting accountability. We believe the Company must have the ability to recover performance-based compensation (including both time- and performance-based equity awards) paid to executive officers and key employees in circumstances when they have engaged in misconduct or in the event that the Company is required to prepare a restatement of our financial statements, regardless of whether the restatement is required due to employee misconduct. As a result, we have policies and provisions addressing recoupment of bonus and equity compensation from executive officers and certain other key employees. These policies and rights are summarized below. Rule 10D-1 Clawback Policy H&P adopted a clawback policy that is intended to comply with, and will be administered and interpreted consistent with, listing standards recently adopted by the New York Stock Exchange implementing the SEC’s Exchange Act Rule 10D-1 (the “Rule 10D-1 Clawback Policy”). Under the Rule 10D-1 Clawback Policy, in the event the Company is required to prepare an accounting restatement due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover the amount of any applicable incentive-based compensation received by current and former executive officers of the Company during the applicable recovery period (generally the prior three completed fiscal years) that exceeds the amount that otherwise would have been received had it been determined based on the restated financial statements. Senior Leader Recoupment Policy H&P also adopted a clawback policy applicable to employees of the Company at the level of vice president and above. Under this policy, the Board may determine to recoup time and performance-based equity- and cash-based incentive compensation in the event of employee misconduct, including fraud, embezzlement, breach of fiduciary duty, material act of dishonesty or material misrepresentation, willful violation of law, or any material violation of Company policy, including our Code of Business Conduct and Ethics. Clawback Provisions Applicable to all Employees Receiving Equity Awards If the Committee reasonably believes that a participant under our 2010 Plan, 2016 Plan, or the A&R 2020 Plan (collectively the “Plans”) has committed certain acts of misconduct, including fraud, embezzlement, or deliberate disregard of our rules or policies, that may reasonably be expected to result in damage to us, the Committee may cancel all or part of any outstanding award under the Plans whether or not vested or deferred. Additionally, if the misconduct occurs during a fiscal year in which there was also an exercise or settlement of an award under the Plans, the Committee may recoup any value received from such award.

  70. Potential Payments Upon Change-in-Control or Termination

    Potential Payments Upon Change-in-Control or Termination Change-In-Control We have entered into change-in-control agreements with our named executive officers and certain other key employees. These agreements are entered into in recognition of the importance to us and our stockholders of avoiding the distraction and loss of key management personnel that may occur in connection with a rumored or actual change-in-control of the Company. These agreements contain a “double trigger” provision whereby no benefits will be paid to an executive unless both a change-in-control has occurred and the executive’s employment is terminated in connection with or after the change-in-control. We believe this arrangement appropriately balances our interests and the interests of executives since we make no payments unless a termination of employment occurs. More specifically, if we terminate a named executive officer’s employment within 24 months after a change-in-control other than for cause, disability, or death, or if any of our named executive officers terminates his or her employment for good reason within 24 months after a change-in-control (as such terms are defined in the change-in-control agreement), any unvested benefits under our Supplemental Savings Plan and Supplemental Pension Plan and any options, restricted stock, restricted stock units, or performance share units granted to any of the named executive officers will fully vest and we will be required to pay or provide: • a lump sum payment equal to the sum of three (3) times the current base salary and the greater of the previous year’s annual bonus or target annual bonus for the year of termination for the CEO and the sum of two (2) times the current base salary and the greater of the previous year’s annual bonus or target bonus for the year of termination for the other named executive officers; • 24 months of benefit continuation; • a prorated annual bonus payable in one lump sum (calculated based on the greater of the previous year’s annual bonus or target bonus for the year of termination); • up to $7,500 for out-placement counseling services; and • a lump sum payment of any accrued vacation pay and base salary through the termination date. The above-referenced payments and benefits will be provided only if a named executive officer executes and does not revoke a release of claims in the form attached to the change-in-control agreement. No tax gross-ups are provided on payments made under these agreements. These agreements are automatically renewed for successive two-year periods unless terminated by us. For more information regarding post-termination payments that we may be required to make to named executive officers in the event of a change-in-control, see the table under “Potential Payments Upon Change-in-Control”.

  71. Potential Payments Upon Change-in-Control or Termination

    | 64 | 2024 Proxy Statement |

  72. Potential Payments Upon Change-in-Control or Termination

    Similar to our change-in-control agreements, our 2016 Plan, and A&R 2020 Plan contain a “double trigger” provision whereby stock options, restricted stock, and performance share units will vest in the event of a change-in-control and the executive’s employment is subsequently terminated. The potential value of the acceleration of vesting of stock options, restricted stock, and performance share units upon a change-in-control is reflected in the table under “Potential Payments Upon Change-in-Control.” Other Termination Payments The Supplemental Pension Plan and Supplemental Savings Plan described above and quantified in the tables under “Pension Benefits for Fiscal 2023” and “Nonqualified Deferred Compensation for Fiscal 2023” below provide for potential payments to named executive officers upon termination of employment other than in connection with a change-in-control. In addition, award agreements under the A&R 2020 Plan provide for accelerated vesting of unvested restricted stock and the target value of unvested performance share units upon an executive’s death.

  73. Potential Payments Upon Change-in-Control or Termination

    | 2024 Proxy Statement | 65 |

  74. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | 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 | 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 | | | 2021 | 1,025,000 | 5,321,503 | 1,750,444 | 11,527 | 359,836 | 8,468,309 | | Mark W. Smith, Senior Vice President and Chief Financial Officer | 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 | | | 2021 | 515,000 | 1,633,942 | 719,584 | — | 104,948 | 2,973,474 | | Cara M. Hair, Senior Vice President, Corporate Services and Chief Legal and Compliance Officer | 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 | | | 2021 | 450,000 | 1,427,722 | 523,969 | — | 101,265 | 2,502,956 | | John R. Bell, Senior Vice President, International and Offshore Operations, Drilling Subsidiary | 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 | | | 2021 | 398,000 | 1,262,744 | 463,421 | 8,343 | 92,927 | 2,225,435 | | Michael P. Lennox, Senior Vice President, US Land Operations of Drilling Subsidiary | 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 | | | 2021 | 356,500 | 1,131,066 | 415,100 | — | 85,013 | 1,987,679 |

  75. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    (1) The amounts included in this column reflect salaries earned during fiscal 2023, 2022, and 2021. 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 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 2023, 2022, and 2021. All grants were made pursuant to the A&R 2020 Plan. For additional information on the valuation assumptions, refer to Note 11, “Stock-Based Compensation,” to our Consolidated Financial Statements for the fiscal year ended September 30, 2023, included in the 2023 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 2023, 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:

  76. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | John W. Lindsay | $6,599,760 | Mark W. Smith | $1,988,916 | Michael P. Lennox | $1,462,071 | | Cara M. Hair | $1,837,286 | John R. Bell | $1,537,264 | | |

  77. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    (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 2023 are described above in the section entitled “Annual Short-Term Incentive Bonus Plan.” 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 2023 for Mr. Lindsay, who is retirement eligible, is based on an immediate annuity (with an assumed retirement date of September 30, 2023) and resulted in a negative change in value of ($41,713), whereas the present value calculation for fiscal 2023 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 negative change in value of ($2,680). In accordance with SEC rules, these negative values are not reflected in the table above. None of Messrs. Lennox and Smith or Ms. Hair are participants in either the Pension Plan or the Supplemental Pension Plan.

  78. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | 66 | 2024 Proxy Statement |

  79. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    “All other compensation” for fiscal 2023 includes the following: • Our matching contribution to the Savings Plan on behalf of each named executive officer as follows:

  80. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | John W. Lindsay | $16,500 | Mark W. Smith | $16,857 | Michael P. Lennox | $15,313 | | Cara M. Hair | $16,500 | John R. Bell | $16,500 | | |

  81. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    • Our matching contribution to the nonqualified Supplemental Savings Plan on behalf of each named executive officer as follows:

  82. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | John W. Lindsay | $131,276 | Mark W. Smith | $49,375 | Michael P. Lennox | $29,152 | | Cara M. Hair | $34,300 | John R. Bell | $31,429 | | |

  83. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    • Dividends on restricted stock as follows:

  84. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | John W. Lindsay | $329,450 | Mark W. Smith | $100,520 | Michael P. Lennox | $70,680 | | Cara M. Hair | $88,717 | John R. Bell | $77,675 | | |

  85. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    • Supplemental life and long-term disability premiums as follows:

  86. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | John W. Lindsay | $15,571 | Mark W. Smith | $9,974 | Michael P. Lennox | $5,882 | | Cara M. Hair | $7,154 | John R. Bell | $9,500 | | |

  87. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    • For John W. Lindsay, the amount reported includes $35,743 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 “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 $21,323 and to Mr. Bell in the amount of $8,654.

  88. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | 2024 Proxy Statement | 67 |

  89. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    Grants of Plan-Based Awards in Fiscal 2023 As described in the CD&A under “Elements of Executive Compensation Components — Performance-Based Compensation Components,” we provide incentive award opportunities to executives, designed to reward both short-term and long-term business performance, and create a close alignment between the interests of our executives and those of our stockholders’. The following table provides information on non-equity incentive plan awards, performance share units and restricted stock granted in fiscal 2023 to each of our named executive officers. Although the grant date fair value is shown in the table for the awards of performance share units and restricted stock, there can be no assurance that these values will actually be realized during the terms of these awards.

  90. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | John W. Lindsay | | 665,280 | 1,330,560 | 2,661,120 | | | | | | | | 12/9/2022 | | | | 18,231 | 48,616 | 121,540 | | 2,639,904 | | | 12/9/2022 | | | | | | | 59,126 | 2,639,976 | | Mark W. Smith | | 280,000 | 560,000 | 1,120,000 | | | | | | | | 12/9/2022 | | | | 5,493 | 14,651 | 36,627 | | 795,566 | | | 12/9/2022 | | | | | | | 17,820 | 795,663 | | Cara M. Hair | | 257,500 | 515,000 | 1,030,000 | | | | | | | | 12/9/2022 | | | | 5,075 | 13,534 | 33,835 | | 734,914 | | | 12/9/2022 | | | | | | | 16,461 | 734,984 | | John R. Bell | | 202,500 | 405,000 | 810,000 | | | | | | | | 12/9/2022 | | | | 4,246 | 11,324 | 28,310 | | 614,905 | | | 12/9/2022 | | | | | | | 13,773 | 614,964 | | Michael P. Lennox | | 198,000 | 396,000 | 792,000 | | | | | | | | 12/9/2022 | | | | 4,038 | 10,770 | 26,925 | | 584,828 | | | 12/9/2022 | | | | | | | 13,101 | 584,960 |

  91. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    (1) The amounts in these columns reflect the threshold, target, and maximum potential payout for each named executive officer under our 2023 STI Plan if certain of our performance objectives were achieved for the October 1, 2022 to September 30, 2023 performance period. The amounts are based on salaries in effect as of January 1, 2023 for each named executive officer, which is the basis for determining the actual payments to be made subsequent to fiscal year-end. The potential payouts were at risk, as they were conditioned on, and driven by achievement of Company performance objectives. The performance measures and bonus opportunities for determining payout under our 2023 STI Plan are described above in the section entitled “Annual Short-Term Incentive Bonus Plan.” The actual earned payouts for each named executive officer under our 2023 STI Plan are included in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. (2) The amounts in these columns reflect the threshold, target, and maximum number of shares issuable with respect to performance share units granted in December 2022. The performance share units are settled in shares of common stock, in an amount from 0% to 200% of the number of units awarded, based on the Company’s relative TSR with such result adjusted further by +/- 25% based on an additional ROIC performance metric over a three-year period. Each performance share unit award consists of two elements, one based on the Company’s relative TSR over the entire three-year performance period (January 1, 2023 to December 31, 2025) and the other divided into annual tranches and determined based on the Company’s one-year relative TSR for each year of the performance period. The portion of the performance share units that is earned based on the Company’s one-year relative TSR for the first and second years of the performance period remains subject to time-based vesting until the conclusion of the three-year term of the performance share unit award. Additional performance share units are credited based on the amount of cash dividends paid on our common stock divided by the market value of our common stock on the date such dividend is paid. Such dividend equivalents are subject to the same terms and conditions as the underlying performance share units and are settled or forfeited in the same manner and at the same time as the performance share units to which they were credited; such potential dividend equivalents are not included in the table above. (3) The amounts included in this column reflect the shares of restricted stock granted in fiscal 2023 to the named executive officers. The awards vest ratably in three equal annual installments, beginning on the one-year anniversary of the grant date. Dividends are paid on the restricted stock at the same rate applicable to other holders of our common stock. This column represents the grant date fair value under ASC Topic 718 for performance share units and restricted stock granted during fiscal 2023. For additional information on the valuation assumptions, refer to note 11, “Stock-Based Compensation,” in our 2023 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.

  92. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | 68 | 2024 Proxy Statement |

  93. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    Outstanding Equity Awards at Fiscal 2023 Year-End The following table provides information on the current holdings of stock options (all of which are vested and exercisable), performance share units, and restricted stock by the named executive officers at September 30, 2023. Such holdings are reflected in each row below on an award-by-award basis. The vesting schedule for each award that has not fully vested is shown in the footnotes to this table. For additional information about the performance share unit and restricted stock awards granted in fiscal 2023, see the description of such awards in the CD&A under “Elements of Executive Compensation — Performance-Based Compensation Components — Long-Term Equity Incentive Compensation.”

  94. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | Executive | Option Awards | | | | Stock Awards | | | | | | | | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | | | | | | RSAs(1) | PSUs(2) | RSAs | PSUs | | | | John W. Lindsay | 12/3/2013 | 62,500 | 79.67 | 12/3/2023 | | | | | | | | | 12/2/2014 | 112,000 | 68.83 | 12/2/2024 | | | | | | | | | 11/30/2015 | 185,000 | 58.25 | 11/30/2025 | | | | | | | | | 12/5/2016 | 96,594 | 81.31 | 12/5/2026 | | | | | | | | | 12/4/2017 | 185,811 | 58.43 | 12/4/2027 | | | | | | | | | 11/04/2019 | | | | 15,554 | | 655,757 | | | | | | 12/11/2020 | | | | 30,374 | 53,833 | 1,280,568 | 2,269,599 | 74,902 | 3,157,868 | | | 12/10/2021 | | | | 61,822 | 29,575 | 2,606,416 | 1,246,882 | 67,009 | 2,825,099 | | | 12/9/2022 | | | | 59,126 | | 2,492,752 | | 50,533 | 2,130,471 | | Mark W. Smith | 5/1/2018 | 23,915 | 68.90 | 5/1/2028 | | | | | | | | | 11/4/2019 | | | | 4,781 | | 201,567 | | | | | | 12/11/2020 | | | | 9,326 | 16,528 | 393,184 | 696,820 | 22,998 | 969,596 | | | 12/10/2021 | | | | 18,982 | 9,078 | 800,281 | 382,728 | 20,573 | 867,358 | | | 12/9/2022 | | | | 17,820 | | 751,291 | | 15,228 | 642,012 | | Cara M. Hair | 12/2/2014 | 5,000 | 68.83 | 12/2/2024 | | | | | | | | | 11/30/2015 | 31,000 | 58.25 | 11/30/2025 | | | | | | | | | 12/5/2016 | 19,026 | 81.31 | 12/5/2026 | | | | | | | | | 12/4/2017 | 38,851 | 58.43 | 12/4/2027 | | | | | | | | | 11/4/2019 | | | | 3,968 | | 167,291 | | | | | | 12/11/2020 | | | | 8,149 | 14,442 | 343,562 | 608,875 | 20,095 | 847,205 | | | 12/10/2021 | | | | 16,586 | 7,934 | 699,266 | 334,497 | 17,977 | 757,910 | | | 12/9/2022 | | | | 16,461 | | 693,996 | | 14,067 | 593,065 | | John R. Bell | 12/3/2013 | 8,500 | 79.67 | 12/3/2023 | | | | | | | | | 12/2/2014 | 22,500 | 68.83 | 12/2/2024 | | | | | | | | | 11/30/2015 | 41,000 | 58.25 | 11/30/2025 | | | | | | | | | 12/5/2016 | 22,485 | 81.31 | 12/5/2026 | | | | | | | | | 12/4/2017 | 43,919 | 58.43 | 12/4/2027 | | | | | | | | | 11/4/2019 | | | | 3,627 | | 152,914 | | | | | | 12/11/2020 | | | | 7,208 | 12,774 | 303,889 | 538,552 | 17,773 | 749,310 | | | 12/10/2021 | | | | 14,670 | 7,017 | 618,487 | 295,837 | 15,899 | 670,302 | | | 12/9/2022 | | | | 13,773 | | 580,670 | | 11,770 | 496,223 | | Michael P. Lennox | 11/30/2015 | 8,400 | 58.25 | 11/30/2025 | | | | | | | | | 12/4/2017 | 35,012 | 58.43 | 12/4/2027 | | | | | | | | | 11/4/2019 | | | | 3,246 | | 136,851 | | | | | | 12/11/2020 | | | | 6,456 | 11,442 | 272,185 | 482,395 | 15,920 | 671,187 | | | 12/10/2021 | | | | 13,140 | 6,284 | 553,982 | 264,933 | 14,242 | 600,443 | | | 12/9/2022 | | | | 13,101 | | 552,338 | | 11,194 | 471,939 |

  95. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | 2024 Proxy Statement | 69 |

  96. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    Unvested shares of restricted stock that vest as follows:

  97. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | Grant Date | Vesting Schedule | | 11/04/2019 | fully vest on 11/04/2023 | | 12/11/2020 | fully vest on 12/11/2023 | | 12/10/2021 | ratably on each of the following dates: 12/10/2023, 12/10/2024 | | 12/9/2022 | ratably on each of the following dates: 12/9/2023, 12/9/2024, 12/9/2025 |

  98. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    (2) Performance share units determined eligible to vest based on the Company’s one-year relative TSR for 2021 (in the case of performance share units granted on December 11, 2020) and for 2022 (in the case of performance share units granted on December 11, 2020 and December 10, 2021) that remain subject to time-based vesting (including dividend equivalents accumulated thereon) as follows:

  99. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | Grant Date | Vesting Schedule | | 12/11/2020 | fully vest on 12/31/2023 | | 12/10/2021 | fully vest on 12/31/2024 |

  100. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    (3) The aggregate market value is based on the closing market price of our common stock of $42.16 on September 29, 2023, the last trading day of fiscal 2023. (4) Unvested performance share units that remained subject to performance conditions as follows: (i) the vesting of the performance share units granted on December 11, 2020 remained subject to achievement of a one-year relative TSR goal for 2023; (ii) the vesting of the performance share units granted on December 10, 2021 remained subject to achievement of one-year relative TSR goals for 2023 and 2024; and (iii) the vesting of the performance share units granted on December 9, 2022 remained subject to achievement of one-year relative TSR goals for 2023, 2024 and 2025. All of these performance share units also remained subject to the Company’s relative TSR over the entire three-year performance period applicable to each grant, and, for the December 9, 2022 grant, application of the +/- 25% ROIC modifier. The amounts reported in this column are reported at target payout (including dividend equivalents accumulated thereon). Performance share units granted on December 10, 2021 and December 9, 2022 that remain subject to performance conditions may be determined to be eligible to vest in amounts that are lower or greater than target payout amounts. On January 11, 2024, the Committee certified the achievement of the performance criteria applicable to the performance share units granted on December 11, 2020 resulting in the vesting of 107,428 units, 32,984 units, 28,820 units, 25,491 units, and 22,832 units for each of Mr. Lindsay, Mr. Smith, Ms. Hair, Mr. Bell and Mr. Lennox, respectively. Stock Vested in Fiscal 2023 The following table provides additional information about shares acquired upon the vesting of stock awards, including the value realized, during fiscal 2023 by the named executive officers. None of the named executive officers exercised any stock options during fiscal 2023.

  101. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | John W. Lindsay | 180,029 | $8,724,361 | | Mark W. Smith | 54,983 | $2,664,733 | | Cara M. Hair | 46,566 | $2,253,617 | | John R. Bell | 42,256 | $2,046,781 | | Michael P. Lennox | 37,832 | $1,832,451 |

  102. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    (1) The value realized on vesting is calculated using the closing market price of our common stock on the relevant vesting dates. Pension Benefits for Fiscal 2023 The Pension Benefits table below sets forth the fiscal 2023 year-end present value of accumulated benefits payable to each of our named executive officers who participate in our Pension Plan and our Supplemental Pension Plan. Effective October 1, 2003, we revised both the Pension Plan and the Supplemental Pension Plan to close the plans to new participants and reduced benefit accruals for current participants through September 30, 2006, at which time benefit accruals were discontinued and the plans were frozen. Ms. Hair and Messrs. Lennox and Smith are not participants under either the Pension Plan or the Supplemental Pension Plan. Mr. Bell is not eligible for the Supplemental Pension Plan. The pension benefit under our Pension Plan for time periods between October 1, 1989 and September 30, 2003, is calculated pursuant to the following formula:

  103. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | 70 | 2024 Proxy Statement |

  104. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    Compensation earned between October 1, 1989 and September 30, 2003 x 1.5% = Annual Pension Benefit. The pension benefit for the period commencing October 1, 2003 through September 30, 2006 is calculated as follows: Compensation earned between October 1, 2003 and September 30, 2006 x 0.75% = Annual Pension Benefit. Pension benefits are determined based on compensation received throughout a participant’s career. “Compensation” includes salary, bonus, vacation pay, sick pay, Section 401(k) elective deferrals, and Section 125 “cafeteria plan” contributions. The Pension Plan benefit formulas are the same for all employees, with long-serving employees who participated in the plan prior to October 1, 1989 having accrued an additional benefit with respect to those prior periods of service based on legacy plan benefit formulas. Therefore, retirement benefits for executives are calculated in the same manner as for other employees. A normal retirement benefit is available under our Pension Plan if the employee retires at age 65 with at least five years of credited service or is otherwise fully vested. The “normal retirement date” is the first day of the month coincident with or next following the later of (i) normal retirement age (age 65) and (ii) the fifth anniversary of the employee’s participation in the Pension Plan. An employee can take early retirement once he has reached age 55 and has completed at least 10 years of credited service. The amount of the early retirement benefit payment is reduced if the employee retires prior to age 62 and immediately begins receiving payments. The reduction in the annual benefit amount is 6% for each year (1/2 of 1% for each month) that the employee’s early retirement benefit payments start prior to age 62. The Pension Plan provides unreduced benefits for early retirement after the employee reaches age 62 and has at least 10 years of credited service, which will be calculated in the same manner as the benefit for an employee that retires at age 65 with at least five years of service. A further reduced vested benefit is available if the employee terminates employment before early or normal retirement and has five or more years of credited service. The employee may choose among alternative forms of retirement income payment after he becomes eligible to retire on his normal retirement date or early retirement date, as the case may be. Optional forms of payment include a single life annuity (which is an unreduced monthly pension for the rest of the employee’s life), a Joint & Survivor Annuity (which is a reduced monthly pension during the employee’s lifetime with payments, depending on the employee’s election, of 50%, 75%, or 100% of the monthly pension continuing to the employee’s spouse for the rest of the spouse’s life), a guaranteed certain benefit option (which is a reduced monthly pension with payments guaranteed for 10 years and if the employee dies before the end of this period, his beneficiary will receive the payments through the end of this period) or a lump-sum (a one-time only lump sum payment, based on the present value of the monthly benefits that would have been expected to be paid for the retiree’s lifetime — no survivor benefits are payable under this option). The Supplemental Pension Plan benefit payable to the employee is the difference between the monthly amount of our Pension Plan benefit to which the employee would have been entitled if such benefit were computed without giving effect to the limitations on benefits imposed by application of Sections 415 and 401(a)(17) of the Internal Revenue Code, and the monthly amount actually payable to the employee under our Pension Plan at the applicable point in time. The benefit amount is computed as of the employee’s date of termination with the Company in the form of a straight life annuity payable over the employee’s lifetime (calculated in the same manner as the Pension Plan) assuming payment was to commence at the employee’s normal retirement date. The employee will be paid in the form of a lump sum payment or an annual installment payable over a period of two to 10 years as designated by the employee. The employee’s form of payment election under the Pension Plan will not affect the payment form under the Supplemental Pension Plan. Payment under the Supplemental Pension Plan will commence within 30 days of the later of the first business day of the seventh month following the employee’s separation from service or the age (between age 55 and 65) specified on the employee’s election form. However, in the event of death, payment will be made within 30 days of the date of death.

  105. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | 2024 Proxy Statement | 71 |

  106. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | John W. Lindsay | Pension Plan | 36 | 386,253 | — | | | Supplemental Pension Plan | 36 | 62,469 | — | | John R. Bell | Pension Plan | 25 | 45,286 | — |

  107. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    The actuarial present value calculation for fiscal 2023 for Mr. Lindsay, who is retirement eligible, is based on an immediate annuity (with an assumed retirement date of September 30, 2023), whereas the present value calculation for Mr. Bell, who is not retirement eligible, is based on a deferred annuity (with an assumed retirement age of 61). The lump-sum assumptions with respect to the Supplemental Pension Plan are consistent with those used at September 30, 2023. The Company’s Pension Plan and the assumptions are more fully described in the 2023 Form 10-K. Mr. Bell would be eligible to receive a benefit any time after attaining age 55 upon his termination of employment. Depending on his age at termination, he would be eligible to receive either a reduced early retirement benefit or an actuarial reduced early deferred vested benefit on or after age 55. Nonqualified Deferred Compensation for Fiscal 2023 Pursuant to our Supplemental Savings Plan, a participant can contribute between 1% and 40% of a participant’s combined base salary and bonus to the Supplemental Savings Plan on a before-tax basis. If the participant has not received the full Company match of the first 5% of pay in the qualified Savings Plan, then the balance of the match will be contributed to the Supplemental Savings Plan. With the exception of one stable value fund, the investment fund selections are identical in both the qualified Savings Plan and the Supplemental Savings Plan. Unless previously distributed according to the terms of a scheduled in-service withdrawal, a participant’s account will become payable at the time and in the form selected by the participant upon the earlier to occur of a participant’s separation from service, a participant’s disability, a change-in-control or the participant’s death. A participant may select payment in the form of a single lump sum payment or annual installment payments payable over a period of two to 10 years. The following Nonqualified Deferred Compensation table summarizes the named executive officers’ compensation for fiscal 2023 under our Supplemental Savings Plan.

  108. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | Name | Executive Contributions for FY 2023(1)(3) ($) | Registrant Contributions for FY 2023(1)(4) ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(3) ($) | | John W. Lindsay | 275,862 | 131,276 | 386,769 | 380,629 | 3,320,296 | | Mark W. Smith | 62,171 | 49,375 | 31,647 | — | 416,742 | | Cara M. Hair | 35,579 | 34,300 | 72,605 | 37,695 | 452,954 | | John R. Bell | 33,959 | 31,429 | 43,209 | 53,243 | 354,831 | | Michael P. Lennox | 63,223 | 29,152 | 44,836 | — | 395,446 |

  109. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    (1) The amounts reflected as Registrant Contributions above are included in the Summary Compensation Table under the “All Other Compensation” column. Executive Contributions reflected above are made monthly during the fiscal year and are based on the employee’s elected deferral percentage rate. Registrant Contributions are made at the end of the calendar year following the end of the fiscal year. These contributions are based on salary and bonus. Executive Contributions are reported as salary and bonus in the Summary Compensation Table. (2) These amounts do not include any above-market earnings. (3) The fiscal year-end balance reported for the Supplemental Savings Plan includes the following amounts that were previously reported in the Summary Compensation Tables for 2023 and prior years.

  110. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | John W. Lindsay | $3,016,837 | Mark W. Smith | $324,374 | Michael P. Lennox | $171,349 | | Cara M. Hair | $309,542 | John R. Bell | $326,292 | | |

  111. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    The amounts in this column reflect Company contributions to the Supplemental Savings Plan made in April of 2023. A portion of such amounts was previously reported in the 2023 Proxy Statement given that the Supplemental Savings Plan operates on a calendar rather than a fiscal year basis. Going forward, the Company will report Executive and Registrant contributions to the Supplemental Savings Plan for the fiscal year in which such contributions are made.

  112. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | 72 | 2024 Proxy Statement |

  113. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    Potential Payments Upon Change-in-Control The following table shows potential pre-tax payments to our named executive officers under existing agreements in the event of a change-in-control, assuming such event and a termination of employment by the Company without cause or by the executive for good reason occurred on September 30, 2023, and using the closing price ($42.16) of our common stock on September 29, 2023, the last trading day of fiscal 2023. Any payments due under the agreements are to be paid in a lump sum within 30 days after an executive’s employment termination date. In addition to such amounts, participants would be entitled to payment of their Pension Plan, Supplemental Pension Plan, and Supplemental Savings Plan balances, as shown in the tables above.

  114. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | Name | Severance(1) ($) | Bonus(2) ($) | Continued Benefits(3) ($) | Outplacement Services(4) ($) | Stock Award Accelerated(5) ($) | Total ($) | | John W. Lindsay | 8,889,012 | 1,854,204 | 376,439 | 7,500 | 18,665,412 | 29,792,567 | | Mark W. Smith | 2,644,115 | 762,058 | 176,302 | 7,500 | 5,704,838 | 9,294,813 | | Cara M. Hair | 2,437,893 | 703,946 | 127,890 | 7,500 | 5,045,666 | 8,322,895 | | John R. Bell | 1,947,140 | 523,570 | 156,894 | 7,500 | 4,406,183 | 7,041,287 | | Michael P. Lennox | 1,876,060 | 498,030 | 142,486 | 7,500 | 4,006,254 | 6,530,330 |

  115. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    (1) For Mr. Lindsay, this amount represents a lump sum payment equal to three (3) times the sum of (a) base salary in effect at the time of termination and (b) an annual bonus, derived by taking the target annual bonus applicable for the year of termination or, if greater, the amount of annual bonus most recently paid for a year preceding the year of termination (which, in this case would have been the fiscal 2022 STI Plan bonus). The computation for the other named executive officers is the same except that the multiplier in the preceding formula is two. (2) This amount represents the fiscal 2022 STI Plan bonus, which was higher than each named executive officer’s target fiscal 2023 STI Plan bonus amount. (3) This amount represents the value of 24 months of benefit continuation following the termination of employment. Benefits included are: 18 months of Company reimbursement for the cost of medical, dental and vision insurance under COBRA, and private medical, dental, and vision insurance for six months; basic and supplemental life insurance; long-term disability insurance; Savings Plan match; and Supplemental Savings Plan match. (4) This amount represents the maximum value of Company-paid outplacement counseling services that could be utilized by the named executive officer. This column represents the value of unvested restricted stock awards and performance share units that would vest in full (shown here at target for unearned performance share units, excluding the 25% ROIC modifier where applicable, and actual for earned performance share units) upon a termination without cause or a resignation for good reason with 24 months following a change in control. In the event of an executive’s death, unvested performance units would generally vest at target, and the Committee has discretion to otherwise accelerate vesting of awards granted under the A&R 2020 Plan in the event of an executive’s disability or retirement. For information on outstanding awards under the A&R 2020 Plan, see “Potential Payments Upon Change-in-Control or Termination — Other Termination Payments” above.

  116. EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION

    | 2024 Proxy Statement | 73 |