Helmerich & Payne (NYSE: HP) details CFO transition and pay package
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Helmerich & Payne, Inc. is implementing a planned finance leadership transition alongside its recently appointed CEO. Senior Vice President and Chief Financial Officer Kevin Vann will retire from his CFO role effective June 30, 2026, and become a non-executive senior advisor through December 31, 2026.
The Board has appointed Todd Scruggs, currently Vice President, Corporate Finance and Treasurer, as Senior Vice President and Chief Financial Officer effective July 1, 2026. His annual base salary will be $475,000 with a target bonus equal to 90% of base salary for calendar 2026 starting July 1.
Under a Transition Services and Retirement Agreement, Vann will receive his current base salary through June 30, 2026, then an annual base salary of $309,000 as senior advisor through year-end and a one-time $750,000 bonus in lieu of a 2026 annual bonus, paid in two installments tied to the transition and his termination of employment.
Positive
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Insights
Planned CFO succession with defined transition pay looks orderly and neutral.
Helmerich & Payne is executing a structured CFO succession following a recent CEO change. Kevin Vann’s retirement is explicitly stated as not due to any disagreement, and he remains as senior advisor through
The incoming CFO, Todd Scruggs, already oversees corporate finance and treasury and has extensive prior energy-sector finance experience. His compensation terms, including a
The transition agreement grants Vann a defined pay package, including a one-time
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 10, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices and zip code)
(918 ) 742-5531
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On March 10, 2026, J. Kevin Vann informed Helmerich & Payne, Inc. (the “Company”) that he will retire from his position as Senior Vice President and Chief Financial Officer of the Company effective June 30, 2026 (the “Transition Date”). Mr. Vann’s decision to retire is not the result of any disagreement with the Company on any matter regarding the Company’s operations, policies, or practices.
On March 13, 2026, the Board of Directors of the Company appointed Todd Scruggs, the Company’s Vice President, Corporate Finance and Treasurer, to succeed Mr. Vann as Senior Vice President and Chief Financial Officer, effective as of July 1, 2026.
Mr. Scruggs, 50, has served as the Company’s Vice President, Corporate Finance and Treasurer since November 2024. Prior to joining the Company, from February 2022 to November 2024, Mr. Scruggs was a Partner at Veriten, a research, investing, and strategy firm focused on the energy sector. From May 2021 to February 2022, he provided consulting services to energy and industrial mineral businesses. Mr. Scruggs served in various roles at WPX Energy, Inc. (NYSE: WPX) from 2012 until 2021, including serving as Treasurer from October 2014 to November 2018 and Vice President, Corporate Development from November 2018 to January 2021. He served as Vice President, Business Development for Devon Energy Corp. (NYSE: DVN) from January 2021 to May 2021, following Devon’s merger with WPX.
In connection with Mr. Scruggs’ appointment, his annual base salary will be increased to $475,000, effective July 1, 2026. Mr. Scruggs will remain eligible to participate in the Company’s annual short-term cash incentive bonus plan (with a target bonus of 90% of base salary for calendar 2026, commencing effective as of July 1, 2026).
To support a smooth transition of duties and responsibilities, the Company and Mr. Vann entered into a Transition Services and Retirement Agreement (the “Transition Agreement”), under which Mr. Vann will continue to serve as a non-executive Senior Advisor to the Company from the Transition Date through December 31, 2026, unless the Transition Agreement is earlier terminated by either party. Under the Transition Agreement, Mr. Vann will continue to receive his current annual base salary through the Transition Date and an annual base salary of $309,000 from the Transition Date through December 31, 2026, and will continue to vest in his outstanding Company equity awards in accordance with the terms thereof. In lieu an annual bonus for fiscal 2026 under the Company’s Annual Short-Term Incentive Bonus Plan, Mr. Vann will be eligible to receive a one-time $750,000 bonus, $500,000, of which will be payable following the Transition Date and $250,000 will be payable following Mr. Vann’s termination of employment. Mr. Vann will not be eligible for an annual bonus in respect of fiscal 2027 performance and is not expected to receive any additional grants of equity compensation. The Transition Agreement also includes a general release of claims for the benefit of the Company as well as certain cooperation, non-solicitation, and non-disparagement covenants.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement. A copy of the Transition Agreement is expected to be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2026.
ITEM 7.01 REGULATION FD DISCLOSURE
A copy of the news release announcing the events described above is attached as Exhibit 99.1. This information is being furnished pursuant to Item 5.02 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit Number | DESCRIPTION | ||||
| 99.1 | News Release of Helmerich & Payne, Inc. dated March 16, 2026 | ||||
| 104 | Cover page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document. | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HELMERICH & PAYNE, INC. | |||||||||||
| By: | /s/ William H. Gault | ||||||||||
| Name: | William H. Gault | ||||||||||
| Title: Date: | Corporate Secretary March 16, 2026 | ||||||||||
Exhibit 99.1
NEWS RELEASE
March 16, 2026
HELMERICH & PAYNE ANNOUNCES EXECUTIVE LEADERSHIP UPDATE
New CEO Aligns Leadership Team; Todd Scruggs Appointed Chief Financial Officer; Kevin Vann to Retire
TULSA, OK – March 16, 2026 – Helmerich & Payne, Inc. (NYSE: HP) today announced updates to its executive leadership team following Trey Adams’ appointment as President and Chief Executive Officer on March 4, 2026. The updates come as H&P continues advancing integration while aligning its leadership team to support execution of the company’s strategic priorities under Adams’ leadership.
As part of these updates, the company announced that Kevin Vann, Senior Vice President (SVP) and Chief Financial Officer (CFO), will retire from his role effective June 30, 2026. Todd Scruggs, currently Vice President, Corporate Finance and Treasury, has been appointed SVP and CFO effective July 1, 2026. Vann will remain in his role through June 30 and will continue serving as a senior advisor through December 31, 2026, to support a smooth transition.
“This transition provides an opportunity to continue shaping the leadership team that will guide H&P forward,” Adams said. “Todd has worked closely with Kevin and our leadership team and brings deep knowledge of our industry, financial priorities and strategic objectives. His appointment reflects both the strength of our internal leadership bench and our commitment to continuity and disciplined execution.”
“I’m grateful for the opportunity to step into the role of CFO and continue building on the strong foundation already in place,” Scruggs said. “Our focus will be on disciplined capital allocation, strong financial performance and working closely with our leadership team to support execution of H&P’s strategy and long-term value creation.”
This reflects the strong progress H&P has made in de-leveraging its balance sheet and advancing integration, while improving operational performance. Scruggs has considerable experience from several leading energy organizations and has made a significant impact since joining H&P.
Scruggs has held financial roles of increasing responsibility across several large energy organizations. Earlier in his career, he worked in energy trading roles across multiple commodities before joining WPX Energy, where he led treasury and business development efforts that included more than $10 billion in transactions through the company’s merger with Devon Energy. Prior to joining H&P in 2024, Scruggs worked with Veriten as a Partner, leading the firm’s investment activities. Since joining H&P, Scruggs has enhanced the organization’s treasury and FP&A practices, strengthened capital allocation processes and lead portfolio optimization initiatives supporting H&P’s long-term strategy.
Adams added, “We appreciate Kevin’s leadership and contributions during an important chapter in H&P’s history. He played an important role in supporting the KCA Deutag acquisition and helping guide the organization through a complex period of integration. We thank him for his service and wish him well in his retirement.”
“I’m grateful for the opportunity to serve alongside the talented people of H&P,” said Vann. “It has been a privilege to support the company during an important chapter, including the acquisition of KCA Deutag and the work to support integration. I’m confident in the company’s strategy and leadership team and look forward to seeing the continued success ahead.”
Other organizational and reporting-line updates to the CEO do not involve any additional named executive officer changes beyond the CFO transition described above.
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About Helmerich & Payne, Inc.
Founded in 1920, Helmerich & Payne, Inc. (H&P) (NYSE: HP) is committed to delivering industry leading levels of drilling productivity and reliability. H&P operates with the highest level of integrity, safety and innovation to deliver superior results for its customers and returns for shareholders. Through its subsidiaries, the Company designs, fabricates and operates high-performance drilling rigs in conventional and unconventional plays around the world. H&P also develops and implements advanced automation, directional drilling and survey management technologies. As of February 4, 2026, H&P's fleet includes 203 land rigs in the United States, 137 international land rigs and 5 offshore platform rigs, plus operating approximately 30 offshore labor contracts. For more information, see H&P online at www.hpinc.com.
Portions of this document may constitute “forward-looking statements” as defined by federal law. Although H&P believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in H&P’s annual and quarterly reports filed with the SEC.
Helmerich & Payne uses its Investor Relations website as a channel of distribution of material company information. Such information is routinely posted and accessible on its Investor Relations website at www.hpinc.com. Information on our website is not part of this release.
IR Contact: Kris Nicol
Vice President of Investor Relations
investor.relations@hpinc.com
Media Contact: Stephanie Higgins
Vice President, Global Communications and Community Relations
media@hpinc.com
FAQ
What executive leadership changes did Helmerich & Payne (HP) announce in this 8-K?
Helmerich & Payne announced a planned CFO transition. Kevin Vann will retire as Senior Vice President and Chief Financial Officer on June 30, 2026, and remain senior advisor through year-end 2026. Todd Scruggs becomes Senior Vice President and CFO effective July 1, 2026.
Who is the new CFO of Helmerich & Payne (HP) and when does he start?
Todd Scruggs has been appointed Senior Vice President and CFO. Currently Vice President, Corporate Finance and Treasurer, he will assume the CFO role on July 1, 2026, succeeding Kevin Vann and joining the executive team under President and CEO Trey Adams.
What are the key compensation terms for Helmerich & Payne’s incoming CFO Todd Scruggs?
Todd Scruggs will receive an annual base salary of $475,000. Effective July 1, 2026, he also has a target annual short-term cash incentive bonus equal to 90% of base salary for calendar 2026, and remains eligible to participate in the company’s existing incentive plans.
What does Kevin Vann’s transition and retirement package at Helmerich & Payne include?
Kevin Vann will shift to a senior advisor role with defined pay. He keeps his current base salary through June 30, 2026, then receives $309,000 annual base pay through December 31, 2026, plus a one-time $750,000 bonus paid in two installments, and continued equity vesting.
Did Helmerich & Payne state any disagreements related to Kevin Vann’s retirement as CFO?
The company stated there were no disagreements prompting his retirement. It specifically notes that Kevin Vann’s decision to retire is not the result of any disagreement with Helmerich & Payne regarding operations, policies, or practices, framing the move as a planned leadership transition.
How does this leadership update relate to Helmerich & Payne’s new CEO?
The CFO transition follows Trey Adams’ appointment as CEO. The company frames these changes as aligning its leadership team to support execution of strategic priorities, integration efforts and capital allocation discipline under Adams’ leadership following his March 4, 2026 appointment.
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