| • | Reviews with management and the independent registered public accounting firm our annual and appoints our independent registered public accounting firm;Reviews the adequacy of our accounting and audit principles and practices, and the adequacy of compliance assurance procedures and internal controls;
Reviews andpre-approves allnon-audit services to be performed by the independent registered public accounting firm in order to maintain such accounting firm’s independence;
Reviews the scope of the annual audit;
Reviews with management and the independent registered public accounting firm our annual and
| quarterly financial statements, including disclosures made in management’s discussion and analysis and in our earnings press releases; | | • | Discusses with management and the independent registered public accounting firm any “critical audit matters” that are being considered by the independent registered public accounting firm for inclusion in its audit opinion; | | • | Meets independently with management and the independent registered public accounting firm; | | • | Meets with internal audit and reviews significant reports prepared by internal audit as well as the quality and objectivity of the internal audit function; | | • | Reviews corporate compliance and disclosure systems; | | • | Discusses with management the processes, guidelines and policies with respect to risk assessment and risk management, including the major financial and cybersecurity risk exposures and the risk of fraud, and the steps management and our business units have taken to monitor and control such exposures; | | • | Reviews corporate compliance and ethics programs and associated legal and regulatory requirements, together with management’s periodic evaluation of the programs’ effectiveness; | | • | Reviews and approves related-party transactions; | | • | Makes regular reports to the Board; | | • | Reviews and reassesses the adequacy of its charter annually and recommends any proposed changes to the
Board for approval; | | • | Performs an annual self-evaluation of its performance; | | • | Produces an annual report for inclusion in our proxy statement; and | | • | Performs such other duties as may be assigned by the Board from time to time. |
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Meets independently with management and the independent registered public accounting firm;
Reviews corporate compliance and disclosure systems;
Reviews corporate compliance and ethics programs and associated legal and regulatory requirements together with management’s periodic evaluation of the programs’ effectiveness;
Reviews and approves related-party transactions;
Makes regular reports to the Board;
Reviews and reassesses the adequacy of its charter annually and recommends any proposed changes to the Board for approval;
Performs an annual self-evaluation of its performance;
Produces an annual report for inclusion in our proxy statement; and
Performs such other duties as may be assigned by the Board from time to time.
Corporate Governance Audit Committee Independence The Board has affirmatively determined that all members of the Audit Committee (i) are considered “independent” as defined under NYSE Rule 303A and (ii) meet the criteria for independence set forth in Exchange ActRule 10A-3(b)(1). Designation of Audit Committee Financial ExpertExperts The Board has determined that each member of the Audit Committee is financially literate and that Ms. Nelson and Mr. Transier and Ms. Quinn are “audit committee financial experts,” as that term is defined in the rules promulgated by the SEC pursuant to the Sarbanes- OxleySarbanes-Oxley Act of 2002, and have financial management expertise as required by the NYSE listing rules.
For more information regarding the Audit Committee, please refer tosee the “Report of the Audit Committee” on page 24.34. Compensation Committee
The Compensation Committee currently is composed of fournon-employee independent directors: Mr. Watt,Lovoi, Chair, Ms. Harris, and Messrs. Lovoi, RaskGatti and Transier. Little. The Board has affirmatively determined that all members of the Compensation Committee are considered “independent” as defined under NYSE Rule 303A. The Compensation Committee is appointed by the Board to dischargeassist the Board’sBoard in discharging its responsibilities relating to the compensation of our executive officers. The Compensation Committee has the responsibilities described in the Compensation Committee charter, which was most recently amended in December 2022, including the overall responsibility for reviewing, evaluating and approving Helix’s executive officer compensation plans, policies, programs and agreements (to the extent such agreements are considered necessary or appropriate by the Compensation Committee). The Compensation Committee is also responsible for reviewing and recommending to the Board whether the “Compensation Discussion and Analysis” should be included in our proxy statement and for performing such other functions asstatement. Among its duties, all of which are more specifically described in its charter, the Board may assign to the Compensation Committee from time to time. The Compensation Committee has the responsibility to: | • | | | | | | 16 | | 2018 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | |  |
| CORPORATE GOVERNANCE • | Make recommendations to the Board with respect to our 2005 Long Term Incentive Plan, our Employees’ 401(k) Savings Plan, our Employee Stock Purchase Plan (“ESPP”), and any other equity-based plans; |
Review our overall compensation philosophy and objectives;
Oversee the 2005 Long Term Incentive Plan (as amended and restated effective January 1, 2017) (the “2005 Plan”), the Employees’ 401(k) Savings Plan, the Employee Stock Purchase Plan, and any other equity-based plans;
Commission independent consultants to assist the committee in the evaluation of independent board member and executive officer compensation, as discussed in our “Compensation Discussion and Analysis” below;
Review and approve executive officer compensation and compensatory arrangements, including base salary, short-term incentive compensation, and long-term incentive compensation;
Review and reassess the adequacy of its charter annually and recommend any proposed changes to the Board for approval;
Perform an annual self-evaluation of its performance; and
Perform such other duties as may be assigned by the Board from time to time.
| • | Commission independent consultants to assist the committee in the evaluation of independent board member and executive officer compensation, as discussed in our “Compensation Discussion and Analysis” below; |
| • | Review and approve employment, severance, change in control agreements and other compensatory arrangements with our executive officers, as the committee determines are appropriate; |
| • | Review and approve annually executive officer compensation and compensatory arrangements, including base salary and short-term and long-term incentive compensation; |
| • | Review and reassess the adequacy of its charter annually and recommend any proposed changes to the Board for approval; |
| • | Perform an annual self-evaluation of its performance; |
| • | Oversee the development and management of our human capital management policies, strategies and initiatives, including but not limited to those regarding diversity, equity and inclusion as well as our employee culture, relations and engagement; and |
| • | Perform such other duties as may be assigned by the Board from time to time. |
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee currently is composed of fournon-employee independent directors: Mr. Rask,Gatti, Chair, Ms. Quinn, Mr. TransierMmes. Glassman and Nelson, and Mr. Watt.Little. The Corporate Governance and Nominating Committee is appointed by the Board to take a leadership role in shaping the corporate governance and business standards of ourthe Board and Helix. The Corporate Governance and Nominating Committee identifies individuals qualified to become Board members, consistent with criteria approved by the Board, oversees the organization of the Board to discharge the Board’s duties and responsibilities properly and efficiently, and identifies best practices and recommends corporate governance principles, including giving proper attention and effective responses to shareholder concerns regarding corporate governance.
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Corporate Governance The Corporate Governance and Nominating Committee has the responsibilities specifically described in the Corporate Governance and Nominating Committee charter, which was most recently amended in February 2023, and the Corporate Governance Guidelines, including the responsibility to: | • | Identify and evaluate potential qualified director nominees and recommend director nominees to the Board; | | • | Recommend to the Board the number and term of members of the Board and each committee of the Board; | | • | Monitor, and recommend members for, each committee of the Board; | | • | Monitor and recommend the functions of the committees of the Board; | | • | Make a recommendation to the Board of whether to accept the resignation of any director who receives a greater number of “withhold authority” than votes “for” his or her election in an uncontested election; | | • | Periodically review and recommend to the Board appropriate Board leadership structure; | | • | Periodically review and revise our corporate governance principles as appropriate; | | • | Oversee director orientation process and education regarding Helix’s business, structure, management and director responsibilities, as well as emerging governance issues and trends; | | • | Review and make recommendations to the Board regarding notifications made to the committee by directors concerning service on other boards or any material change in employment or other circumstances; | | • | Oversee, assess and review the disclosure and reporting of any ESG matters, including with respect to climate change, regarding Helix’s business and industry; | | • | Give appropriate consideration to shareholder concerns and proposals regarding corporate governance matters concerning the Board, and provide input for any response by Helix to such concerns or proposals; | | • | Review and reassess the adequacy of its charter annually and recommend any proposed changes to the Board for approval; | | • | Perform an annual self-evaluation of its performance and the performance of the Board as a whole; and | | • | Perform such other duties as may be assigned by the Board from time to time. |
ESG IdentifyThe Corporate Governance and evaluate potential qualified director nominees and select or recommend director nomineesNominating Committee is responsible for matters related to the Board; Recommend to the Board the number and term of members of the Board and each committee of the Board;
Monitor, and recommend members for, each of the committees of the Board;
Monitor and recommend the functions of the committees of the Board;
Make a recommendation to the Board of whether to accept the resignation of any director who receives a greater number of “withhold authority” than votes “for” his or her election in an uncontested election;
Periodically review and recommend to the Board appropriate Board leadership structure;
Periodically review and revise our corporate governance principles as appropriate;
Review and reassess the adequacy of its charter annually and recommend any proposed changes to the Board for approval;
Perform an annual self-evaluation of its performance and the performance of the Board as a whole;
Oversee director orientation and education regarding Helix’s business, structure, management and director responsibilities, as well as emerging governance issues and trends;
Review and make recommendations to the Board regarding notifications made to the committee by directors concerning service on other boards or any material change in employment or other circumstances;
Give appropriate consideration to shareholder concerns and proposals regarding corporate governance matters concerning the Board, and provide input for any response by Helix to such concerns or proposals; and
Perform such other duties as may be assigned by the Board from time to time.
ESG, including: | • | | | | | Overseeing, assessing and reviewing the disclosure and reporting of any ESG matters regarding our business and industry; | | • | HELIX ENERGY SOLUTIONS GROUP, INC.Understanding and overseeing risks associated with ESG, including climate change; | | • | 2018Examining ways to emphasize and improve our ESG record in recognition of the important role we play as a steward of the people, communities and environments we serve; and | | • | Overseeing the incorporation of ESG initiatives into our core business values and priorities of Safety, Sustainability and Value Creation. |
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Corporate Governance Director Nomination Process Director Nominee Process
Process for Director Nominations — Shareholder Nominees The policy of the Corporate Governance and Nominating Committee is to consider properly submitted recommendations of director nominees by shareholders as described below under “Identifying and Evaluating Nominees for Directors.” In evaluating these nominations, the Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability and to address the membership criteria set forth below under “Director Qualifications and Diversity.” Any shareholder recommendations for director nominees for consideration by the Corporate Governance and Nominating Committee should include the nominee’s name and qualifications for Board membership and should be addressed to the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. In addition, ourBy-laws permit shareholders to nominate directors for consideration at an annual shareholder meeting.Annual Meeting of Shareholders. However, in order to be considered at this year’s Annual Meeting, nominations were required to be received by us prior to the date of this proxy statement. Neither the Corporate Secretary nor the Corporate Governance and Nominating Committee received any recommendations for director nominees from any shareholder or group of shareholders during 20172022 or to date in 2018.2023. As such, Mr. KratzMs. Harris, Ms. Nelson and Mr. WattTransier are the only directors standing for election at the Annual Meeting. Shareholders may nominate persons for election to the Board to be considered at next year’s Annual Meeting of Shareholders in accordance with the procedure set forth on page 60. 80. Director Qualifications and Diversity The Corporate Governance and Nominating Committee has established certain criteria with respect to the desired skills and experience for prospective Board members, including those candidates recommended by the committee and those properly nominated by shareholders. The Board, with the assistance of the Corporate Governance and Nominating Committee, selects potential new Board members using criteria and priorities established from time to time. Desired personal qualifications for director nominees include industry knowledge, intelligence, insight, practical wisdom based on experience, the highest professional and personal ethics and values, leadership skills, integrity, strength of character and commitment. Nominees should also have broad experience at the policy-making level in business and possess a familiarity with complex business organizations and one or more of our business lines or those of our customers. Nominees should have the independence necessary to make an unbiased evaluation of management performance (including with respect to Compensation Committee responsibilities) and effectively carry out their oversight responsibilities, and be committed to enhancing shareholder value. Nominees should have sufficient time to carry out their duties. Their serviceService on other boards of public companies should be limited to a number that permits them,nominees, given their individual circumstances, to perform responsibly all director duties to Helix and our shareholders. Specifically, in accordance with our Corporate Governance Guidelines, for the Board of Directors, theyour directors may not serve on the boards of more than fourthree public companies other than Helix or, if the director is the CEOChief Executive Officer of Helix or the equivalent of another public company, on the boards of more than twoone public companiescompany other than Helix. Each director must represent the interests of allour shareholders. Although the Corporate Governance and Nominating Committee does not have a formal policy regardingThe Board diversity, it does viewdefines diversity expansively and has determined that it is desirable for the Board to have a variety of differentdiverse viewpoints, professional experiences, backgrounds (including gender, race, ethnicity and educational backgroundsbackgrounds) and skills, and considers these typeswith the principal qualification of a director being the ability to act effectively on behalf of Helix’s shareholders. In accordance with our Corporate Governance Guidelines, in order to promote Board diversity, and background attributes in its selection process. The composition, skills and needsany initial list of the Board change over time and will be considered in determining desirabledirector candidates for any specific opening ondeveloped by the Board. The Corporate Governance and Nominating Committee to fill any vacancy in evaluating a potential nominee will conduct its search forBoard membership should include one or more qualified candidates who are diverse in either gender, race and/or ethnicity, and any third-party consultant engaged by or on behalf of the best candidate for the Board seat on anon-discriminatory basis.Corporate Governance and Nominating Committee to assist in developing any such initial list shall be requested to include one or more of such candidates.
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Corporate GovernanceIdentifying and Evaluating Nominees for Directors The Corporate Governance and Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for director.director nominees. The Corporate Governance and Nominating Committeecommittee regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected, due to retirement or otherwise.otherwise, which the Board would seek to fill. In the event that vacancies are anticipated or otherwise arise which the Board would seek to fill, the Corporate Governance and Nominating Committee considers various potential candidates for director. Candidates may come to the attention of the Corporate Governance and Nominating Committeecommittee through current Board members, professional search firms, shareholders or other parties. These candidates are evaluated at regular or special meetings of the Corporate Governance and Nominating Committee, and may be considered at any point during the year. As described above, the Corporate Governance and Nominating Committee considers properly submitted recommendations of director nominees by shareholders. Following verification of the shareholder status of persons proposing director nominees, recommendations are considered by the Corporate Governance and Nominating Committee at a regularly scheduled meeting, which is generally theits first or second meeting prior to the issuance of the proxy statement for ourthe Annual Meeting of Shareholders. If any materials are provided by a shareholder in connection with the shareholder’s recommendation of a director nominee, those materials are forwarded to the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee may also review materials provided by current Board members, professional search firms or other parties in connection with a nominee who was not proposed pursuant to a shareholder recommendation. In evaluating thoseall nominations, the Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the Board. Compensation Committee Interlocks and Insider Participation
NoDuring 2022, no member of the Compensation Committee was during 2017 an officer or employee of Helix or any of our subsidiaries, ornor was formerly an officer of Helix or any of our subsidiaries, ornor had any relationships requiring disclosure by us under Item 404 of RegulationS-K under the Exchange Act.
During 2017,2022, no executive officer of Helix served as (1)(i) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one or more of whose executive officers served on the Compensation Committee of ourthe Board, (2)(ii) a director of another entity, one or more of whose executive officers served on the Compensation Committee of ourthe Board or (3)(iii) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one or more of whose executive officers served as a member of ourthe Board.
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DIRECTOR COMPENSATIONDirector
Compensation 20172022 Director Compensation Table
The following table providessets forth compensation that was earned or paid during theone-year period ended December 31, 20172022 for each member who served on ourthe Board during all or part of 2017.2022. | | | | | | | | | | | | | | | | | | | | | | | | | | | Name(1) | | Fees Earned or
Paid in Cash(2)(3) | | Stock Awards(4)(5) | | All Other
Compensation | | Total | John V. Lovoi | | | | $-0- | | | $342,810 | | $-0- | | $342,810 | T. William Porter | | | | $45,500 | | | $175,000 | | $-0- | | $220,500 | Nancy K. Quinn | | | | $149,000 | | | $175,000 | | $-0- | | $324,000 | Jan Rask | | | | $-0- | | | $355,001 | | $-0- | | $355,001 | William L. Transier | | | | $262,850 | | | $175,000 | | $-0- | | $437,850 | James A. Watt | | | | $148,750 | | | $175,000 | | $-0- | | $323,750 |
| Name(1) | | Fees Earned
or Paid in Cash(5)(6) | | Stock
Awards(7)(8) | | All Other
Compensation | | Total | | | Amerino Gatti | | $ | -0- | | | $ | 271,096 | | | $-0- | | $ | 271,096 | | | Diana Glassman(2) | | $ | 18,193 | | | $ | 42,328 | | | $-0- | | $ | 60,521 | | | Paula Harris(3) | | $ | -0- | | | $ | 65,941 | | | $-0- | | $ | 65,941 | | | T. Mitch Little | | $ | 16,875 | | | $ | 238,272 | | | $-0- | | $ | 255,147 | | | John V. Lovoi | | $ | 101,387 | | | $ | 150,000 | | | $-0- | | $ | 251,387 | | | Amy H. Nelson | | $ | 106,250 | | | $ | 150,000 | | | $-0- | | $ | 256,250 | | | Jan Rask(4) | | $ | 12,088 | | | $ | 200,000 | | | $-0- | | $ | 212,088 | | | William L. Transier | | $ | 243,750 | | | $ | 150,000 | | | $-0- | | $ | 393,750 | |
| (1) | Mr. Porter resigned from the Board effective March 31, 2017. The vesting of his 37,598 unvested shares was accelerated by the Compensation Committee on that date. Messrs. Kratz and Tripodo areis not included in the table because they dohe does not receive any compensation for serving on ourthe Board. |
| (2) | Ms. Glassman was elected to the Board in September 2022, and joined the Corporate Governance and Nominating Committee in September 2022. |
| (3) | Ms. Harris was elected to the Board in September 2022, and joined the Compensation Committee in September 2022. |
| (4) | Mr. Rask’s tenure as a member of the Board ended on May 25, 2022. |
| (5) | The annual retainer fee for each member of the Board, and the retainer fee related to the applicable Board member’s serving as a chairChair of a committee and/or as Chairman of the Board, and the retainer related to the applicable Board member’s serving as a member of a committee are paid quarterly. Since 2005, directorsDirectors have had the option of taking Board and committee feesretainers (but not expenses) in the form of restricted stock. See “Summary of Director Compensation and Procedures” below. Ms. Harris and Messrs. LovoiGatti, Little and Rask received their feesretainers in restricted stock during 2017.for their service in 2022. |
(3)(6) | In this column we are required to report all fees either earned or paid to directors during 2017.2022. As a result, fees earned in 20162021 for fourth quarter service in 20162021 but paid in 20172022 are also included; thus the dollar amount represents fees paid for five (not four) successive quarters. Fees earned in 20162021 but paid in 20172022 were as follows: Ms. Nelson, $21,250; Mr. Porter, $28,750; Ms. Quinn, $37,000;Little, $16,875; Mr. Transier, $48,500$48,750 and Mr. Watt, $37,250.Lovoi, $19,375. Information with regard to Mmes. Glassman and Harris and Messrs. LovoiGatti and Rask is included in footnote 58 below. |
(4)(7) | Amounts shown in this column represent the grant date fair value of the restricted stock as calculated in accordance with the provisions of FASB Accounting Standard Codification (ASC) Topic 718. The value ultimately realized by each director may or may not be equal to the FASB ASC Topic 718 determined value. |
(Footnotes continue on following page.)
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| (8) | The grant date fair value of the restricted stock awarded with respect to the year ended December 31, 20172022 to each director, computed in accordance with FASB ASC Topic 718, is as follows: |
| | | | | | | | | | | | | | | | | | | | | | | | Name | | Date of Grant | | | | Number of Shares | | Grant Date Fair Value | Mr. Lovoi | | December 2, 2016 | | (a) | | 15,780 | | | | $175,000 | | | | | January 3, 2017 | | (b) | | 4,854 | | | | $42,812 | | | | | April 3, 2017 | | (b) | | 3,660 | | | | $28,438 | | | | | July 3, 2017 | | (b) | | 7,037 | | | | $39,689 | | | | | October 2, 2017 | | (b) | | 3,594 | | | | $26,560 | | | | | January 2, 2018 | | (b) | | 4,020 | | | | $30,311 | | Mr. Porter | | December 2, 2016 | | (a) | | 15,780 | | | | $175,000 | | Ms. Quinn | | December 2, 2016 | | (a) | | 15,780 | | | | $175,000 | | Mr. Rask | | December 2, 2016 | | (a) | | 15,780 | | | | $175,000 | | | | | January 3, 2017 | | (b) | | 5,102 | | | | $45,000 | | | | | April 3, 2017 | | (b) | | 4,344 | | | | $33,753 | | | | | July 3, 2017 | | (b) | | 6,981 | | | | $39,373 | | | | | October 2, 2017 | | (b) | | 4,060 | | | | $30,003 | | | | | January 2, 2018 | | (b) | | 4,227 | | | | $31,872 | | Mr. Transier | | December 2, 2016 | | (a) | | 15,780 | | | | $175,000 | | Mr. Watt | | December 2, 2016 | | (a) | | 15,780 | | | | $175,000 | |
| Name | | Date of Grant | | | | Number
of Shares | | Grant Date
Fair Value | | Mr. Gatti | | December 8, 2021 | | (a) | | 45,593 | | $ | 150,000 | | | January 4, 2022 | | (b) | | 7,762 | | $ | 24,217 | | | April 1, 2022 | | (b) | | 5,067 | | $ | 24,220 | | | July 1, 2022 | | (b) | | 7,813 | | $ | 24,220 | | | October 1, 2022 | | (b) | | 6,274 | | $ | 24,218 | | | January 4, 2023 | | (b) | | 3,282 | | $ | 24,221 | | Ms. Glassman | | September 22, 2022 | | (c) | | 9,664 | | $ | 42,328 | | Ms. Harris | | September 22, 2022 | | (c) | | 9,664 | | $ | 42,328 | | | October 1, 2022 | | (b) | | 653 | | $ | 2,521 | | | January 4, 2023 | | (b) | | 2,858 | | $ | 21,092 | | Mr. Little | | December 8, 2021 | | (a) | | 45,593 | | $ | 150,000 | | | April 1, 2022 | | (b) | | 4,413 | | $ | 21,094 | | | July 1, 2022 | | (b) | | 7,054 | | $ | 21,867 | | | October 1, 2022 | | (b) | | 5,869 | | $ | 22,654 | | | January 4, 2023 | | (b) | | 3,070 | | $ | 22,657 | | Mr. Lovoi | | December 8, 2021 | | (a) | | 45,593 | | $ | 150,000 | | Ms. Nelson | | December 8, 2021 | | (a) | | 45,593 | | $ | 150,000 | | Mr. Rask | | December 8, 2021 | | (a) | | 45,593 | | $ | 150,000 | | | January 4, 2022 | | (b) | | 8,013 | | $ | 25,001 | | | April 1, 2022 | | (b) | | 5,230 | | $ | 24,999 | | Mr. Transier | | December 8, 2021 | | (a) | | 45,593 | | $ | 150,000 |
| (a) | Represents the annual equity grant made in December of 20162021 for 2022 Board service for 2017 and the future. | service. |
| (b) | Represents the payment of retainer and Board and committee fees for the fourth quarter of 20162021 and each quarter of 2017. | 2022. |
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Additionally, on December 7, 2017,2022, each of thenon-employee directors director was issued 23,54825,126 shares of restricted stock having a grant date fair value of $150,000 representing their annual grant for future Board service. As of December 31, 2017,2022, unvested restricted stock held by eachnon-employee director who served during all or part of 20172022 is as follows: | | | | Name | | Shares of Unvested
Restricted
Stock Outstanding(a)(1) | Mr. Lovoi Gatti | | 84,54771,368 | Mr. Porter
Ms. Glassman | | 034,790 | Ms. Quinn Harris | | 43,53835,443 | Mr. Rask Little | | 83,93042,462 | Mr. Transier Lovoi | | 43,53830,000 | Mr. Watt
Ms. Nelson | | 43,53825,126 | | Mr. Rask(2) | | -0- | | Mr. Transier | | 25,126 |
| (a)(1) | Does not include January 2, 20184, 2023 grant of 4,0203,282 shares of restricted stock to Mr. Lovoi and 4,227Gatti, 3,070 shares of restricted stock to Mr. RaskLittle and 2,858 shares of restricted stock to Ms. Harris for 2017 fourth quarter 2022 service. | |
| (2) | The Compensation Committee accelerated the vesting of Mr. Rask’s unvested restricted stock upon his departure from the Board. |
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Summary of Director Compensation and Procedures OurIn 2022, our non-employee director compensation structure hashad three components: (1)(i) director, retainerChairman of the Board and fees (meetingscommittee Chair retainers, (ii) committee retainers and unanimous consents), (2)(iii) annual equity-based compensation currently in the form of restricted stock awards, and (3) reimbursement ofawards. We also reimburse our non-employee directors for their reasonable out-of-pocket expenses related to attending Board and committee meetings. Were-evaluate director compensation on an annual basis based on the compensation of directors by companies in our peer groupBenchmarking Peer Group and other relevant facts and circumstances. For more information on our Benchmarking Peer Group, see the “Compensation Discussion and Analysis – Competitive Benchmarking Process” on page 44.
In 2017, all2022, our non-employee director cash retainers were as follows, in each case paid on a quarterly basis: All non-employee directors received an annual director’s retainer of $55,000.In July of 2017, our Lead Director was appointed by the Board to serve as its$60,000;
The independent Chairman. Prior to his appointment to the chairmanship on July 18, 2017, our Lead Director also received an annual lead director retainer fee of $25,000 (which in 2017 was prorated up to the date of the new appointment). The Compensation Committee determined that beginning on the date of his appointment as Chairman of the Board this board member is to receive an independent chairman’s retainer of $195,000 per year (which for 2017 was prorated from the date of the new appointment). The retainer for the Chairman of the Board was based both on peer company data for annual retainers fornon-executive chairmen, as well as the complexity and number of issues facing the Board in a difficult market and the frequency of meetings and other Board deliberations during a prolonged challenging business environment.In addition, each committee chair received an annual retainer of $125,000 for such service;
Each committee chairChair received an annual retainer, fee: $15,000with $20,000 per year for the Chair of the Audit Committee, $10,000$15,000 per year for the Chair of the Compensation Committee and $5,000$10,000 per year for the Chair of the Corporate Governance and Nominating Committee. With respect to fees,non-employee directors received $1,500 for each Board meeting attendedCommittee; and for each consent executed after reviewing the subject
Each non-Chair member of the consent. For committee service in 2017, each committee member received a fee of $1,500an annual retainer, with $10,000 per year for each committee meeting attendedthe Audit Committee, $7,500 per year for the Compensation Committee and each consent executed.We also paid$5,000 per year for the reasonableout-of-pocket expenses incurred by eachnon-employee director in connection with attending the meetings of the BoardCorporate Governance and any Board committee.
Nominating Committee. Since 2005,non-employeeNon-employee directors have had the option of taking Board and committee retainers and fees (but not expenses) in the form of restricted stock, pursuant to the terms of our 2005 Long Term Incentive Plan. An election to take retainers and fees in the form of cash or stock is made by our directors prior to the beginning of the subject fiscal year (and if no election is made, retainers and fees will beare paid in cash). Directors taking retainers and fees in the form of restricted stock receive ana stock award for service during a quarter on or about the first business day of the next quarter in an amount equal to 125% of the cash equivalent of his or her retainers and fees, with the number of shares determined by the closing stock price on the last trading day of the fiscal quarter for which the retainers and fees were earned. These awards fully vest two years after the first day of the year in which the grant is made. Ms. Harris and Messrs. LovoiGatti, Little and Rask elected to take Boardretainers and committee fees paidearned in 20172022 in the form of restricted stock. (Messrs. LovoiMs. Harris and
| | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 2018 Proxy Statement | | 21 |
Rask Mr. Gatti have also elected to take Boardretainers and committee fees in the form of restricted stock for 2018.)2023.
Upon joining the Board and on the date of each regularly scheduled December Board meeting thereafter, a director receives a grant of restricted stock.stock, with a grant value of $150,000 and a one-year vesting term. These grants are made pursuant to the terms of theour 2005 Plan and since 2012 and prior to the 2017 awards, vested ratably over three years. For 2015 and 2016 the annual equity grant had a value of $175,000, which represented a reduction in value from prior years’ grants of $200,000 to reflect the smaller relative size of Helix in terms of revenue and market capitalization. At its December 2016 meeting the Compensation Committee determined that for 2017 the annual equity grant’s value would be further reduced by $25,000 (to $150,000) and would have a vesting term of one year to align more closely with how our peer group compensates independent directors.Long Term Incentive Plan. All grants are subject to immediate vesting on the occurrence of a Change in Control (as defined in the 2005 Long Term Incentive Plan). The grant of stock options is not currently an element of director compensation.
| Our Chief Executive Officer did not receive any cash or equity compensation for his service on the Board in addition to the compensation payable for his service as an employee of Helix. |
| 32 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
Our CEO and our former Executive Vice President and Senior Advisor did not receive any cash or equity compensation for their service on the Board in addition to the compensation payable for their service as employeesTable of Helix.Contents
| | | | | | | 22 | | 2018 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
CERTAIN RELATIONSHIPSCertain
Relationships Related Party Transactions In accordance with its charter, ourthe Audit Committee is responsible for reviewing and approving the terms and conditions of all related-partyrelated party transactions. The Audit Committee has adopted a written Statement of Policy with respectWith Respect to Related Party Transactions. It is our policy to approve and enter into transactions with a related party (as defined below) only when the Board, acting through the Audit Committee, determines that a transaction with a related party is in, or not inconsistent with, the best interests of Helix and our shareholders. The Audit Committee will consider all relevant facts and circumstances available to the Audit Committee to determine whether the related-partya related party transaction is in, or not inconsistent with, ourthose best interests, including the benefits to us, the impact on a director’s independence if the related party is a director or a party related to a director, the availability of other sources for the product or services, the terms of the transaction and the terms available from unrelated third parties. The policy covers any transaction, arrangement or relationship in which we are a participant and in which a related party has a direct or indirect interest, other than transactions available to all employees generally or transactions involving less than $5,000. A “related party” includes any person that served as a senior officer or director of Helix during the last fiscal year, a person that beneficially owns more than 5% of any class of our outstanding voting securities, and a person that is an immediate family member of either of the foregoing or an entity that is controlled by any of the foregoing. During 20172022, as required to be reported under Item 404 of Regulation S-K, Helix was not a party to any transaction or series of transactions in which the amount involved did or may exceed $120,000 in which any of our directors or executive officers, any holder of more than 5% of our common stock, or any member of the immediate family of any of these persons,a related party had or will have a direct or indirect material interest, other than the compensation arrangements (including with respect to equity compensation) described in “Director Compensation” above and “Executive Compensation” below. | There are no family relationships among any of our directors, nominees for directors or executive officers. |
Audit CommitteePre-Approval Policies and Procedures
The Audit Committee has adopted procedures forpre-approving all audit services, review and attest engagements, and permissiblenon-audit services to be performed by the independent registered public accounting firm. These procedures include reviewing aan annual budget for audit and permissiblenon-audit services. The budget includes a description of, and a budgeted amount for, particular categories of audit and permissiblenon-audit services that are recurring in nature and therefore anticipated at the time the budget is submitted. During the year, circumstances may arise such that it becomes necessary to engage the independent registered public accounting firm for services in excess of those contemplated by the budget or for additional services. The Audit Committee charter includes specificpre-approval procedures with respect totax-related services. The Audit Committee charter delegatespre-approval authority in certain circumstances to the Chair of the Audit Committee, provided the Chair reports any approvals to the Audit Committee at its next meeting. For all types ofpre-approval, the Audit Committee considers whether these services are consistent with the SEC rules regarding auditor independence. The Audit Committee periodically monitors the services rendered and actual fees paid to the independent registered public accounting firm to ensure that these services are within the parameters approved by the Audit Committee. None of the fees in 20172022 were for services approved by the Audit Committee pursuant to thede minimis exception in paragraph (c)(7)(i)(c) ofRule 2-01 ofRegulation S-X. All fiscal year 20172022 professional services by KPMG LLP and Ernst & Young LLP werepre-approved.
| Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | 33 |
| | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 2018 Proxy Statement | | 23 |
REPORT OF THE AUDIT COMMITTEEReport of the
Audit Committee
The Audit Committee has reviewed and discussed the audited financial statements of the Company for the year ended December 31, 20172022 with management, our internal auditors, and KPMG LLP.LLP, the Company’s independent registered public accounting firm (“KPMG”). In addition, the Audit Committee has discussed with KPMG LLP, the independent registered public accounting firm for the Company, the matters required to be discussed under Public Company Accounting Oversight Board (PCAOB)(“PCAOB”), including Auditing Standard No. 1301,Communications with Audit Committees(AS 1301) and the applicable rules of the Securities and Exchange Committee (“SEC”). The Sarbanes-Oxley Act of 2002 (“SOX”) requires certifications by the Company’s chief executive officer and chief financial officer in certain of the Company’s filings with the Securities and Exchange Commission (SEC).SEC. The Audit Committee discussed the review of the Company’s reporting and internal controls undertaken in connection with these certifications with the Company’s management and independent registered public accounting firm.KPMG. The Audit Committee also reviewed and discussed with the Company’s management and independent registered public accounting firm management’s report and KPMG LLP’s reporttheir respective reports on internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.SOX. The Audit Committee has further periodically reviewed such other matters as it deemed appropriate, including other provisions of the Sarbanes-Oxley Act of 2002SOX and rules adopted or proposed to be adopted by the SEC and the NYSE.New York Stock Exchange. The Audit Committee also has received the written disclosures and the lettercommunications from KPMG LLP regarding the auditor’s independence pursuant to the applicable requirements of the Public Company Accounting Oversight BoardPCAOB Ethics and Independence Rule 3526, and it has reviewed, evaluated and discussed the written disclosures with that firmKPMG and its independence from the Company. The Audit Committee also has discussed with the Company’s management of the Company and the independent registered public accounting firmKPMG such other matters and received such assurances from them as it deemed appropriate. Based on the foregoing review and discussions and relying thereon, the Audit Committee recommended to the Company’s Board of Directors the inclusion of the Company’s audited financial statements for the year ended December 31, 20172022 in the Company’s Annual Report onForm 10-K for such year filed with the SEC. Members of theThe Audit Committee:
Nancy K. Quinn,
Amy H. Nelson, Chair
John V. Lovoi
William L. Transier
This report is not deemed to be incorporated by reference in any filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this report by reference.
| 34 | 2023 Proxy Statement | | | Helix Energy Solutions Group, Inc. | | This report is not deemed to be incorporated by reference in any filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this report by reference. |
Proposal 2: Ratification of Independent Registered Public Accounting Firm | | | | | | | 24 | | 2018 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
| | | PROPOSAL 2: | | RATIFICATION OF INDEPENDENT REGISTERED PUBLIC | | | ACCOUNTING FIRM |
KPMG LLP (”KPMG”) served as our independent registered public accounting firm in 2017 providing2022, having provided audit and financing services since their appointment in May of 2016. Ernst & Young LLP (“EY”) served in that capacity from 2002 until their dismissal in May of 2016. No dispute or disagreement existed on any issue between Helix and EY. Our Audit Committee has the authority to retain, oversee, evaluate and terminate our independent registered public accounting firm. Pursuant to such authority, the Audit Committee has appointed KPMG, an independent registered public accounting firm, as auditors to examine the financial statements of Helix for the fiscal year ending December 31, 2018,2023, and to perform other appropriate accounting services. Although ourBy-laws do not require that shareholders ratify the appointment of KPMG as our independent registered public accounting firm, the Board has determined to submit the selection of KMPGKPMG for ratification by the shareholders. If the shareholders do not ratify the appointment of KPMG, the adverse vote will be considered as a direction to the Audit Committee to consider selecting other auditors for the next fiscal year. However, it is contemplated that the appointment for the fiscal year ending December 31, 20182023 will be permitted to stand unless the Audit Committee finds reasons for making a change. It is understood that even if the selection of KPMG is ratified, the Audit Committee, in its discretion, may direct the appointment of a new independent registered public accounting firm at any time during the year if the Audit Committee feels that such a change would be in the best interests of Helix and our shareholders. We expect that representatives of KPMG will be present atattend the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions. Fees for professional services provided by our independent registered public accounting firm in each of the last two fiscal years in each of the following categories were: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2017 | | | | | | 2016 | | | | | | | | (In Thousands) | | | | | | | | | | KPMG | | | | | | | | EY | | | | | | | | KPMG | | | | | | | | EY | | Audit Fees(1) | | $ | | | �� | | 1,687 | | | $ | | | | | 61 | | | $ | | | | | 1,549 | | | $ | | | | | 872 | | | Audit-Related Fees(2) | | | | | | | 0 | | | | | | | | 0 | | | | | | | | 0 | | | | | | | | 2 | | Tax Fees(3) | | | | | | | 36 | | | | | | | | 73 | | | | | | | | 0 | | | | | | | | 119 | | | All Other Fees(4) | | | | | | | 0 | | | | | | | | 0 | | | | | | | | 170 | | | | | | | | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | | | 1,723 | | | $ | | | | | 134 | | | $ | | | | | 1,719 | | | $ | | | | | 993 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | | (In Thousands) | | Audit Fees(1) | $ | 3,045 | | $ | 1,925 | | Audit-Related Fees | | 0 | | | 0 | | Tax Fees(2) | | 45 | | | 0 | | All Other Fees | | 0 | | | 0 | | Total | $ | 3,090 | | $ | 1,925 |
| (1) | Audit fees include fees related to the following services: the annual consolidated financial statement audit (including required quarterly reviews), subsidiary audits, auditaudits of internal controls over financial reporting, and consultations relating to the audit or quarterly reviews. |
| (2) | Audit-relatedTax fees include the annual renewal for the EY Online accounting research subscription. |
| (3) | Fees are primarily relatedrelate to tax compliance work in the United States, Norway, Brazil, Singapore, the United Kingdom, Egypt, India and Ghana, and tax planning.States. |
| (4) | Other fees were for services performed prior to KPMG’s appointment in May of 2016. None of these were for financial information systems design and implementation. |
The Audit Committee considers whether the provision of the foregoing services is compatible with maintaining the registered public accounting firm’s independence and has concluded that the foregoingnon-audit services andnon-audit-related services did not adversely affect the independence of KPMG.
Board of Directors Recommendation
The Board recommends that you vote “FOR” the ratification of the selection of KPMG as Helix’s independent registered public accounting firm set forth in this Proposal 2.
Vote Required The ratification of KPMG requires the affirmative vote of holders of a majority of the shares of common stock present or represented and entitled to vote on the proposal at the Annual Meeting. Board of Directors Recommendation The Board recommends that you vote “FOR” the ratification of the selection of KPMG as Helix’s independent registered public accounting firm set forth in this Proposal 2. |
| Helix Energy Solutions Group, Inc. | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 20182023 Proxy Statement | | 2535 |
COMPENSATION DISCUSSION AND ANALYSISCompensation Discussion
and Analysis This Compensation Discussion and Analysis (“CD&A”) describes Helix’s 20172022 executive compensation program, including the philosophy behind the program, how ourthe Compensation Committee made 2017 compensation decisions in 2022, and the level and elements of 20172022 compensation for each of our “named executive officers” (“NEOs”). For 2017, our NEOs consisted of our Chief Executive Officer, Chief Financial Officer, and three other highest paid executive officers, and are as follows: Owen Kratz, President and Chief Executive Officer
Erik Staffeldt, Senior Vice President and Chief Financial Officer
Scotty Sparks, Executive Vice President and Chief Operating Officer
Alisa B. Johnson, Executive Vice President, General Counsel and Corporate Secretary
Anthony Tripodo, our former Executive Vice President and Senior Advisor (and during the first part of 2017 prior to Mr. Staffeldt’s promotion to the position of chief financial officer, our Executive Vice President and Chief Financial Officer).
The Compensation Committee encourages you to read this CD&A carefully and consider it when conducting your “say on pay” vote on the 20172022 compensation of our NEOs. Although this is anon-binding advisory vote, the Compensation Committee considers the outcome of the vote when determiningmaking future compensation practicesdecisions. Executive Summary and levels.Recommendation Executive Summary For example,2022 our four NEOs consisted of the following individuals, who are our only executive officers: Owen Kratz, President and Chief Executive Officer; Scotty Sparks, Executive Vice President and Chief Operating Officer; Erik Staffeldt, Executive Vice President and Chief Financial Officer; and Ken Neikirk, Executive Vice President, General Counsel and Corporate Secretary. As shown throughout this CD&A, in responseupholding our commitment to our shareholders, for 2022 compensation the Compensation Committee continued to: Establish an appropriate Benchmarking Peer Group and pay our NEOs at approximately the median level, with an opportunity to earn greater overall compensation if warranted by our performance; Maintain a short-term incentive (“STI”) program based on stretch Adjusted EBITDA goals; Approve a long-term incentive program tied to the 80% favorable voteperformance of our common stock and other financial performance metrics; Impose stock performance requirements as compared to a formulaically selected performance peer group in 2016connection with payout of performance share unit (“PSU”) awards; Take steps designed to conserve the Company’s share count and avoid potential dilution; and Consider the outcome of our “say on pay” votes and our shareholders’ views when making future compensation decisions for our NEOs. The Compensation Committee and management believe that the Company’s 2022 executive compensation, and certain comments made by shareholder’ advisory servicescompensation: Appropriately reflects Helix’s financial performance for the year as well as for longer-term value creation; Demonstrates alignment of our NEOs’ interests with those of our shareholders; Includes an appropriate overall mix of short- and long-term incentives designed to enhance shareholder value; Advances Helix’s mission and business strategy; and Helps attract, motivate and retain the key talent needed to deliver Helix’s long-term success. Recommendation For these reasons, the Board recommends that shareholders vote to approve the 2022 compensation of Helix’s NEOs.
| 36 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
institutional shareholder the Compensation Committee made changes for 2017 in how a portion of long-term performance based incentive compensation payout will be determined; these changes involved setting more stringent requirements for payout of Performance Share Units (“PSUs”).(1)
(1) | Specifically, the minimum threshold to trigger any payout was raised from Helix’s total shareholder return being at the 20th percentile of its peers to the 30th percentile; the performance level to earn a maximum payout was raised from Helix’s total shareholder return being at the 80th percentile of its peers to the 90th percentile;Compensation Discussion and quintile based payouts was eliminated in favor of linear interpolation so that NEOs can no longer earn a set percentage payout regardless of where Helix’s total shareholder return falls within.Analysis |
Our CD&A is divided into the following sections:Company Highlights
Helix and Industry Overview Page 26
| B. | Executive Compensation Process |
Page 30
| C. | Compensation Philosophy and Objectives |
Page 33
| D. | 2017 Executive Compensation Components |
Page 35
| E. | 2017 Say on Pay Vote and Frequency |
Page 41
| F. | Compensation Committee Report |
Page 41
A. EXECUTIVE SUMMARY
Helix is an international offshore energy services company. Ourcompany that provides specialty services to the offshore energy industry, with a focus is on well intervention, robotics and roboticsfull field decommissioning operations. Our services are centered on a three-legged business model well positioned for a global energy transition by maximizing production of remaining oil and gas reserves, supporting renewable energy developments and decommissioning end-of-life oil and gas fields. We provide a range of services to the oil and gas and renewable energy markets primarily in deepwater in the U.S. Gulf of Mexico, U.S. East Coast, Brazil, North Sea, Brazil, Asia Pacific and West Africa regions. A precipitous decline in oil prices beginning in 2014 We have expanded our service capabilities to the Gulf of Mexico shelf with lower prices continuing through 2017 has affectedthe acquisition of the Alliance group of companies (collectively “Alliance”) on July 1, 2022. Demand for our services is primarily influenced by the condition of the oil and gas operators and consequently their service providers. During the past several years, our customers have significantly reduced theirrenewable energy markets and, in particular, the willingness of offshore energy companies to spend on operational activities and capital projects. The performance of our business is largely affected by prevailing market commodity prices.
Oil and gas prices reached ten-year highs during the middle of 2022 and experienced moderate declines and volatility during the remainder of 2022. Global demand for oil and gas continues to recover as supply has been disrupted by regional conflicts. We expect oil and gas prices will remain robust for the near term, which should lead to higher customer spending for the industry. However, despite the current strong commodity price environment, there remain headwinds to commodity price stability, including those regional conflicts, high inflation and in particular governments’ and central banks’ efforts to taper economic growth, COVID-related uncertainties, various governmental and customer ESG initiatives, continued shifting of resource allocation to renewable energy, and most recently wavering market confidence in light of turmoil within the banking industry. We expect these factors will continue to contribute to commodity price volatility, with the potential to temper customer spending for oil and gas projects. Over the near-term, with the current commodity price environment we expect oil and gas companies to invest in new long-cycle exploration projects in addition to maintaining and/or increasing production from their remaining reserves. As historically production enhancement through well intervention is less expensive per incremental barrel of oil than exploration, we continue to expect oil and gas companies to increasingly focus on optimizing production of their existing subsea wells, and we believe we have a competitive advantage in efficiently servicing the life cycle of an oil and gas field. Furthermore, as the subsea tree base expands and ages and customers shift resources to renewable energy, the demand for decommissioning services should persist. For a more comprehensive discussion of our economic outlook and industry influences, see Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, beginning on page 35 of our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 24, 2023 (our “2022 Annual Report”). Helix Performance Helix’s 2022 performance and executive compensation, to which this CD&A relates, reflected what we long described as a transitional year. We believe we navigated many of the challenges of COVID-19 by operating safely, managing costs and protecting our balance sheet. In the post-COVID recovery the oil and gas market has improved, while the energy market continues its migration of energy transition. We in turn continued to demonstrate our capabilities and commitment to our strategy and outlook for the markets we serve in 2022, by among other things entering into new longer-term deepwater well intervention and decommissioning contracts, continuing to expand our services and offerings into the offshore projects, reducing demand (and therefore rates) forrenewable energy sector, and notably completing the acquisition of Alliance thereby expanding our services. Additionally, drilling rigs have become a sourceservices to the Gulf of competitionMexico shelf. Our global presence is evident in the welldiverse regions in which we work, and in 2022 we strategically acquired niche equipment such as intervention systems, trenchers and a boulder grab to further enhance our capabilities in an energy transition. Our results for 2022 marked our fifth consecutive year of generating positive Free Cash Flow,1 and reflected meaningful year-over-year increases in both revenue and Adjusted EBITDA.1 Representative of our strong balance sheet, ample liquidity, a robust offshore services market which further creates additional downward pressure on day rates. Although the marketrecovery and our financial outlook, in February 2023 our Board authorized a share repurchase program of up to $200 million. | 1 | Adjusted EBITDA, Free Cash Flow and Net Debt are non-GAAP financial measures. For a reconciliation of these financial measures to reported net income (loss), cash flows from operating activities and long-term debt, respectively, see “Non-GAAP Financial Measures” on pages 38-39 of our 2022 Annual Report. |
| Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | 37 |
| Compensation Discussion and Analysis | |
Our expectations and goals align with the underlying belief that fossil fuels will not be eliminated from consumption, but rather there will be a global transition from relying primarily on fossil fuels to a more balanced approach that includes renewable energy, such as wind farms and other alternative fuels. Our business supports both the responsible transition from a carbon-based economy and extending the value and therefore the life cycle of underutilized wells, which in turn helps clients avoid drilling new wells. We believe we are well positioned to capitalize on the current market, remaining true to our core business values and priorities of Safety, Sustainability and Value Creation. Helix Financial Results As shown in the chart below, in 2022 we saw some oil price recoverymeaningful improvement in 2016revenue and 2017, which generally benefited financial results withinAdjusted EBITDA, while experiencing a decline in net income2 primarily due higher foreign currency losses due to a weakening of the sector, oil company spending remained at relatively low levels. AlthoughBritish pound in 2022. In 2022 our revenue increased to $873 million, our Adjusted EBITDA increased to $121 million and EBITDA improvedwe realized a net loss of $88 million.
Five-Year Results ($ in 2017 from 2016 levels, 2017 was yet another challenging yearmillions) 
Reflective of these results, along with a global commodity demand recovery and enhanced outlook for Helix and the services sector as a whole; the industry has not improved significantly from the downturn andsustained high oil prices, our stock price experienced significant improvement in 2022, closing at $7.38 per share on December 31, 2022 compared to $3.12 on December 31, 2021 and $4.20 on December 31, 2020. Our three-year total shareholder return (“TSR”) performed in the endmiddle third of 2017 was approximately 15% lower than it was atour 2020 PSU peer group of companies, as shown in the end of 2016.following “Total Shareholder Return (TSR) 2020-2022” chart. We believe that ourdefine TSR for this three-year period as the average stock price continuesfor the 20 trading days prior to December 31, 2022 divided by the average stock price for the 20 trading days prior to January 1, 2020. | 2 | Represents net income (loss) attributable to common shareholders. |
| 38 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
| Compensation Discussion and Analysis |
Total Shareholder Return (TSR) 2020-2022 
Our financial results further underscored the notion that 2022 was a transitional year for the Company, as we transitioned from legacy long-term contracts and we emerged from certain challenges of COVID-19 and into improving oil and gas and renewables markets. We also continued to exercise financial discipline, as during 2022 we generated approximately $18 million of Free Cash Flow, fully redeemed the $35 million remaining principal amount of our Convertible Senior Notes Due 2022, and as of December 31, 2022 had Net Debt1 of approximately $75 million. We maintained our strong year-end balance sheet even as we completed our acquisition of Alliance for $119 million cash (excluding acquired cash) at closing on July 1, 2022. Lastly as noted above, in February 2023 our Board authorized a share repurchase program of up to $200 million, which we believe will be reflectivebeneficial to and in the best interests of general industry conditions over a prolonged period, including an uncertain outlookthe Company and its shareholders, and should allow us to increase shareholder value while maintaining adequate cash and liquidity to fund our operations and investment opportunities. Understanding these metrics helps depict the financial health of our Company, the prudence with which we believe we navigated recent challenges, and our positioning to capitalize on the timingcurrent market. Despite the current strong market outlook, we expect certain factors, including inflationary pressures and prospectssome degree of ongoing COVID uncertainty, will continue to contribute to commodity price volatility and may temper customer spending. In 2022 we continued to adapt to our environment and position ourselves for future success. We remain committed to working hard for our shareholders in every type of market environment, managing through down cycles and volatility and capitalizing on opportunities. We strive to: Emphasize our core business values and priorities of Safety, Sustainability and Value Creation; Focus on our strategic markets of maximizing remaining reserves, supporting renewable energy developments and decommissioning aged wells; Explore and diversify our business, whether via broader capabilities such as our recently acquired Alliance business, new geographical regions such as bringing the Q7000 to the Asia Pacific region, or expanding our core client base; Deliver on our commitments to human capital resources, through attraction, retention and talent management; Evaluate and manage our capital structure, including debt reduction goals, liquidity requirements and returning value to our shareholders; Prioritize safe operational execution and minimize operational downtime; and Champion and communicate our strong ESG record, recognizing our important role as a recovery, as well as only a modest improvement (on an absolute basis) in our EBITDA fromsteward of the prior year compared to levels in years past.people, communities and environments we serve.
| Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | 39 |
| | | | | Compensation Discussion and Analysis | | 26 | | 2018 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
| COMPENSATION DISCUSSION AND ANALYSIS |
How Our Compensation Program WorksBecause ofWith the cyclicality of our industry and fluctuating demand for our services, andgiven our commitment to createcreating long-term value for our shareholders, a significant portion of our overall compensation program is performance-based and at-risk. Our program is designed to incentivize and reward our executives for achieving stretch financial performance based,goals and outperforming our industry peers. Although our compensation program is focused primarily on longer termlonger-term performance, although the paid compensation of our NEOs also reflects annual year-over-year financial performance.
The chart below compares the realized compensation of our NEOs is designed also to reflect financial performance based on annual budgeted goals.
The “Compensation of CEO Relative to Stock Price and EBITDA” chart on the following page (the “CEO Compensation Chart”) compares the target and realized compensation of our President and Chief Executive Officer as well as(our “CEO”), Helix’s adjustedAdjusted EBITDA,(1) for each of 2014, 2015, 2016 and 2017, and Helix’s stock price atfor the endyears 2018 through 2022. Target compensation includes base salary, STI target, and grant date fair value of annual long-term incentive awards in each respective year. As the chart illustrates, in 2020, reflective of 2014, 2015, 2016 and 2017.our then-continued financial success prior to the COVID-19 pandemic, our CEO’s long-term incentive award was slightly increased as compared to 2019. In response to negative changes in the market environment, in 2021 the Compensation Committee significantly reduced our CEO’s target compensation, by reducing his long-term incentive award from $3.6 million in 2020 to $1.1 million in 2021. In 2022 our CEO’s long-term incentive award was restored to the prior $3.6 million level. The realized compensation levels shown includefor our CEO from 2019 through 2022 includes base salary paid in each year, bonusesSTI paid forin respect of each year, and the value of the payout of long-term incentive compensation that vested after each year (i.e.immediately following the relevant performance period. As the CEO Compensation Chart illustrates, the realized compensation of our CEO from 2018 through 2022 has tracked the performance of the Company (measured by Adjusted EBITDA and absolute share price performance), with his realized compensation lower from prior years in 2020 and 2021, followed by an increase in 2022. Our CEO’s realized compensation decreased in 2020 in part due to the valuevoluntary reduction to his base salary taken in connection with the ongoing COVID-19 pandemic, which reduction was reversed in 2021. The reduction of our CEO’s target compensation in 2021, including the $2.5 million reduction in his long-term incentive award, is reflected in his realized compensation in subsequent years as such 2021 long-term incentive award vests. Our CEO’s realized compensation increased in 2022 compared to 2021 driven by the payout of STI at 133% of his target level due to the time of vestingCompany’s 2022 Adjusted EBITDA generation, along with the increased value of restricted stock and PSUs that vested immediately after the yearrestricted stock unit (“RSU”) awards in question). Helix has not granted stock options since 2004; hence no options vested and our Chief Executive Officer did not exercise any stock options during this four year period. As the chart illustrates, the compensation for our Chief Executive Officer has been alignedline with the financial resultsCompany’s improving share price, offset in part by the payout below par of Helixthe three-year cliff vesting PSUs granted in January 2020 as well asa result of our TSR ranking 14th out of the returns to25 2020 PSU peer group companies. This relative TSR performance is shown in the “Total Shareholder Return (TSR) 2020-2022” chart above, which graphically depicts our shareholders throughout the downturn in our industry that has persisted for the last several years. This is consistent with our pay forTSR performance compensation philosophy of generally paying our executives a base salary at the median level, and allowing them to earn higher levels of short-term incentive and long-term incentive compensation only when warranted by our financial results and stock price performance. In general our compensation programs are working as they should, and evidence our commitment to pay our executives for financial performance and to align our compensation programs with our financial results both over the short and longer term.
(1) Adjusted EBITDA is anon-GAAP financial measure. For a reconciliation of these amounts to each year’s respective reported net income (loss), see“Non-GAAP Financial Measures” onpages 31-32 of our Annual Report onForm 10-K for the year ended December 31, 2017, filed on February 23, 2018.
(1) The realized compensation levels shown include base salary paid in each year, bonuses payable for each year, and payout of long-term incentive compensation that vested after each year (i.e., the value at the time of vesting of any restricted stock, PSUs and cash long-term incentive awards that vested immediately after the year in question).
(2) Value of time-vesting restricted stock vesting immediately after the applicable year.
(3) Value of PSU payout (if any), which was determined by our three-year stock performance period compared to thatthe TSRs of ourthose peer group companies (as set forth in the applicable award agreement), vesting immediately after the applicable year.companies.
| 40 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
| Compensation Discussion and Analysis |
| (1) | The realized compensation levels shown include base salary paid in each year, STI paid in respect of each year, and payout of long-term
incentive compensation that vested after each year (i.e., the value at the time of vesting of restricted stock and RSUs and cliff-vesting PSUs
that vested immediately after the year in question). |
| (2) | With respect to realized amounts, value of PSU payout, as determined by our three-year stock performance compared to that of our
peer group companies (as set forth in the applicable PSU award agreement), vesting immediately after the applicable year. |
| (3) | With respect to realized amounts, value of time-vesting restricted stock and RSUs vesting immediately after the applicable year. |
| (4) | HELIX ENERGY SOLUTIONS GROUP, INC. | | Represents stock price during the five-year period beginning January 1, 2018 Proxy Statement | | 27and ending December 31, 2022. |
| COMPENSATION DISCUSSION AND ANALYSIS |
2022 Executive Compensation Program(4) ValueThe following charts show the elements of cash2022 executive compensation approved by the Compensation Committee, including target level STI opportunity and long-term incentive awards, the payout of which was determined by how our stock price at the end of a vesting period compares to a “base stock price” determinedincentives at grant date paid out (if at all) immediately afterfair value. For our CEO and other NEOs, a significant portion of 2022 compensation that could be earned was based on the applicable year.
(5) Represents closing price at the endperformance of the last trading day of each of 2014, 2015, 2016those at-risk compensation elements (87% and 2017.
77%, respectively). | CEO Compensation Components for 2022 | | | Our compensation philosophy is to compensate our executive officers commensurately with both the financial and stock performance of Helix. TheOther NEO Compensation Committee believes that overall, as the above chart demonstrates with respect to our Chief Executive Officer, NEO compensation in 2017, as in the prior several preceding years, was aligned with Helix’s financial and stock performance. | | The following charts show the breakdown of the elements of 2017 executive compensation that was awarded by the Compensation CommitteeComponents for 2017, including bonus at target level and long-term incentives at grant date value. As is shown graphically below, for both our Chief Executive Officer and the other NEOs, the majority of 2017 compensation is earned based on the performance of those compensation elements. | | | 
| | 
| With respect to our 2017 executive compensation program, because we expected industry conditions to remain challenging in 2017, the Compensation Committee determined to maintain total targeted compensation (i.e., base salary, bonus target and long-term incentive award values) at the same levels as 2016 for all NEOs other than Mr. Staffeldt. (At the time Mr. Staffeldt was promoted to the position of Senior Vice President and Chief Financial Officer in June of 2017, Mr. Staffeldt’s base pay and bonus target were adjusted for the remainder of the year.)
2017 EBITDA saw an improvement from 2016 (2017 EBITDA was $107.2 million compared to $89.5 million in 2016). Our 2017 bonus program was based on the sole metric of EBITDA, which was viewed as the most important business driver in the current market environment. Based on EBITDA performance in 2017, our NEOs, like all other Helix employees, received a bonus equal to 40.7% of their target bonus opportunity. (No bonuses were paid for 2016.)
| | Despite the improvement in EBITDA in 2017, our stock price at the end of 2017 ($7.54) was 14.5% lower than it was at the end of 2016 ($8.82). This was reflected in the payout of performance based long-term incentive compensation after the end of 2017 – despite the original grant date value being the same for the awards that vested at the end of 2016 and 2017, the value of the PSUs that vested at the end of 2017 decreased by 9% from the value of the PSUs that vested at the end of 2016, and equated to 17% of the value of the PSUs at the date of the grant.
The overall design of the 2017 NEO compensation programs, in which short-term incentive payouts are based on annual adjusted EBITDA and long-term incentive payouts on stock performance (on both an absolute basis and as compared to our peers), demonstrates our compensation philosophy of supporting the alignment of executive management and shareholder interests, both during times of industry booms and industry stress.
|
| | | | | | | 28 | | 2018 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
| COMPENSATION DISCUSSION AND ANALYSIS |
Specifically, for 2017:
Our NEOs received a bonus equal to 40.7% of target, reflecting improved EBITDA performance;
The value of restricted stock that vested at the end of the year reflected the then current price of our common stock; and
The number of PSUs paid out was at the 50% level (50% of the original units awarded were earned), and the actual value paid out was 17% of the original grant date value, reflecting the decline in our stock price since the grant date of the awards (January of 2015).
| | | | | Key Features of Our Executive Compensation Program | What We Do2022 | | | | What We Don’t Do | | | | | ✓ Substantial focus on performance-based pay
✓ Balance of short- and long-term incentives
✓ Use formulaic annual bonus structure
✓ Align executive compensation with shareholder returns through long-term incentives
✓ Retain an independent external compensation consultant
✓ Consider peer group benchmarks when establishing compensation
✓ Robust stock ownership guidelines for our Section 16 officers and our directors
✓ Allow pledging of stock only if certain stringent quantitative requirements are met (including the amount of stock being pledged) and the transaction is also approved by the Board considering a variety of factors
✓ Maintain a strong risk management program, which includes monitoring the effect of our compensation programs on risk taking
 | |  |
| Helix Energy Solutions Group, Inc. | 
| NO41 hedging |
| Compensation Discussion and Analysis | |
As part of the compensation decision making process, Helix does not target a stated percentile of the market on a total direct compensation basis, but instead emphasizes performance incentives designed to align with our performance-based compensation philosophy. The Compensation Committee seeks to establish executive base pay within a competitive range of the appropriate peer group median, with an opportunity to earn greater overall compensation in the event such is warranted by our performance. Throughout the COVID-19 pandemic we made several compensation-related decisions in response to, and proactively in respect of, that challenging environment. In 2022, along with a global commodity demand recovery and enhanced outlook for sustained high oil prices, the Compensation Committee correspondingly continued to normalize our executive compensation program. With respect to our 2022 executive compensation program, the Compensation Committee determined to maintain base salaries and STI targets for each of our NEOs at the same levels as 2021. The Compensation Committee restored the 2022 long-term incentive awards for each of Messrs. Kratz, Sparks and Staffeldt to their pre-pandemic levels. Base salaries for our NEOs in 2022 continued to reflect the individuals’ contributions to our organization and align with our compensation philosophy and benchmarking peers. Our 2022 STI program was based solely on Adjusted EBITDA. The Compensation Committee continued to view this financial performance metric as the Company’s most important near-term business driver reflective of utilization, rates and cost management. Our 2022 executive long-term incentive program continued to be based in large part on our stock price performance. Half of the long-term incentive award was comprised of time-vesting RSUs, the value of which depends on our absolute stock price. The other half of the award was comprised of cliff-vesting PSUs, the payout (if any) of which reflects not only the stock price at the time of payout but also the performance of the Company over a three-year performance period, as measured in equal parts by the Company’s (a) relative TSR compared to that of a formulaically selected performance peer group and (b) generation of Free Cash Flow compared to a pre-established benchmark. Consistent with the prior year, for 2022 the Compensation Committee determined to grant RSUs and PSUs payable in either stock or cash (as determined in the discretion of the Compensation Committee) in order to conserve the Company’s share count and avoid potential dilution. The overall design and execution of our 2022 executive compensation program collectively demonstrate our compensation philosophy of supporting the alignment of executive management and shareholder interests. 2022 Say On Pay Vote and Investor Outreach In 2022 we sought an advisory vote from our shareholders regarding our 2021 executive officer compensation and received a 97.7% favorable “say on pay” vote. During the course of 2022, we engaged with our investor base, including outreach to holders who collectively own over half of our outstanding shares. We met with investors owning 85% of the shares included in our outreach, including 5 of our top 6 institutional beneficial owners representing approximately 40% of our then-outstanding voting shares. Our meetings covered a variety of issues, and consistent with the strong results of our “say on pay” vote regarding 2021 executive compensation, the overwhelming majority of our engagement reflected support for our executive compensation process. We did take under advisement feedback from those investors providing commentary with respect to executive compensation, and will continue to engage with our stakeholders on these matters.
NOHelix’s 2021 executive officer compensation received a 97.7% favorable “say on pay” vote.taxgross-ups in post-2008 agreements NOsingle trigger severance beginning 2018
NOguaranteedsalary increases
NO guaranteed bonuses
NOperquisites
|
| 42 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
| | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 2018 Proxy Statement | | 29Compensation Discussion and Analysis |
| COMPENSATION DISCUSSION AND ANALYSIS |
B. EXECUTIVE COMPENSATION PROCESS
Executive Compensation Process The executive compensation process is led by the Compensation Committee, which has overall responsibility for reviewing, evaluating and approving Helix’s executive compensation policies, plans, programs and agreements. Our management provides input on performance and achievements, and an independent compensation consultant provides competitive market data and advises the Compensation Committee on program design. | Key Features of Our 2022 Executive Compensation Program | | What We Do | What We Don’t Do |  Substantial focus on performance-based pay
Balance of short- and long-term incentives Annual bonus structure tied to stretch Helix financial performance and full payout requires beating, not just meeting, budget Align executive compensation with shareholder returns through long-term incentives Retain an independent external compensation consultant Consider peer group benchmarks when establishing compensation Maintain Incentive Award Recoupment Policy or “clawback” policy, which can result in clawback of executive compensation Impose robust stock ownership guidelines for our Section 16 officers and our directors Allow pledging of stock only if certain stringent quantitative requirements are met (including limiting the amount of stock being pledged) and the transaction is approved by the Board considering a variety of factors Maintain a strong risk management program, which includes monitoring the effect of our compensation programs on risk taking |  NO hedging of our stock
NO tax gross-ups in post-2008 agreements NO single trigger change of control payments NO guaranteed salary increases NO guaranteed bonuses NO perquisites |
| Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | 43 |
| Compensation Discussion and Analysis | |
The following summarizes the allocation of responsibilities associated with our executive officer compensation program: | | Compensation Process Participants | Participants in Compensation Process
| Compensation
Committee (comprised (comprised of four
independent directors) | | • DeterminesOversees and approves program principles and philosophies • Determines short-term incentiveSTI program design and bonus metrics for our executive officers • Determines design of long-term incentive program for our executive officers • Determines all levels of compensation for each of our NEOsexecutive officers including base salary, short-term incentive planSTI targets, and long-term incentive awards • Reviews and approves payouts under performance-based short-term and long-term incentive programs for our executive officers, including any application of positive or negative discretion • Considers all other arrangements, policies and practices related to our executive officer compensation program such as employment agreements, our clawback policy, change in control arrangements, stock ownershipand policies limiting pledging and our policies regardingprohibiting hedging and pledging • Does not delegate any of its functions or authority to management regarding compensation for our
executive officers • Has exclusive authority to retain and terminate any independent compensation consultant • Oversees aspects of our compensation arrangements affecting our executive officers as well as ournon-executive employees, such as our Employees’ 401k Savings Plan, 2005 Long Term Incentive Plan and our Employee Stock Purchase Plan | Independent Compensation Consultant | | • Retained by, and performs work at the direction and under the supervision of, the Compensation Committee • Provides advice, research and analytical services on subjects such as trends in executive compensation, executive officer compensation program design, peer and industry data, and independent director compensation • Reviews and reports on Compensation Committee materials, participates in Compensation Committee meetings, and communicates with the Compensation Committee Chair between meetings • Provides no services to Helix other than those provided directly to or on behalf of the Compensation Committee | | Management | | • CEO recommendsprovides input with respect to base salary, short-term incentiveSTI targets and long-term incentive award values for executive officers other than himself • CEO provides information on Helix’s and therefore its executive officers’ short-term and long-term business and strategic objectives for consideration by the Compensation Committee in structuring the short-term incentive planSTI program and performance-based long-term incentive awards • CEO provides the Compensation Committee a performance assessment of each executive officer |
Competitive Benchmarking Process In most years, the Compensation Committee compares the total compensation for each NEO position toAs part of the compensation paid by companies in our peer group for similar positions, as set forth in our peer companies’ proxy statements for the prior year. An independent compensation consultant provides the Compensation Committee with peer group data for this purpose; however, the data is used only asdecision making process, Helix does not target a benchmark. For 2017 compensation, the Compensation Committee used Meridian Compensation Partners, LLC (“Meridian”)
as its independent consultant. In engaging Meridian, the Compensation Committee received information from Meridian in order for the Compensation Committee to make a determination that Meridian was independent from Helix’s management, including information responsive to six specifically listed factors set forth in the NYSE’s rule requiring that compensation committees consider factors relevant to a consultant’s independence before engagementstated percentile of the consultant.
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| COMPENSATION DISCUSSION AND ANALYSIS |
In general, and consistentmarket on a total direct compensation basis, but instead emphasizes performance incentives designed to align with a performance basedour performance-based compensation philosophy, thephilosophy. The Compensation Committee seeks to ensure thatestablish executive base pay falls close to the medianwithin a competitive range of the appropriate peer group median, with an opportunity to earn upsidegreater overall compensation in performance-basedthe event such is warranted by our performance. The exact level of targeted compensation that could potentially bring our executives’ total compensation closer to the 75th percentile. Notably, this is possible only during periods of favorable financial and stock price performance. Within these percentile ranges, the exact compensation level for each NEO varies based on the individual’s role in Helix, his or her experience, and his or her contribution to our success.success, among other factors.
For 2022 compensation, the Compensation Committee retained WTW as its independent compensation consultant. The Compensation Committee’sCommittee determined that WTW is independent from Helix’s management, based on information received from WTW including information responsive to six specifically listed factors set forth in the New York Stock Exchange (“NYSE”) rule requiring that compensation consultant:committees consider factors relevant to a consultant’s independence in connection with the consultant’s engagement. Given the complexities of Helix’s services, potential competitors and other special characteristics, we have bifurcated our compensation peer groups into (i) a customized Benchmarking Peer Group for purposes of compensation comparators and (ii) a formulaically selected Performance Peer Group for purposes of measuring the Company’s performance in connection with long-term incentive-based compensation. This bifurcation allows the Compensation Committee to account for our unique Proposes
| 44 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
| Compensation Discussion and Analysis |
business model while at the same time continuing to hold executives accountable for our relative performance against a broader set of industry-specific companies. For benchmarking purposes, the Compensation Committee compares the total compensation for each NEO position to the compensation paid for similar positions by companies in our Benchmarking Peer Group, as set forth in those companies’ most recently available public disclosures. WTW proposes companies to be included in ourthe Benchmarking Peer Group and the methodology for selecting that peer group; May consultgroup, and consults with management to ensureconfirm that the most appropriate companies are included;selected, including from the perspective of similarity of business lines and
Provides competitors for talent. The Compensation Committee then reviews and, as it may deem appropriate, approves the Benchmarking Peer Group for the applicable compensation year.In determining our Benchmarking Peer Group, we strive to define the market for our executive talent using a sizable group of companies that are comparable to us in both line of business and size. We operate purpose-built well intervention vessels and equipment, bespoke trenchers and other robotics assets, and with our expanded service following the Alliance acquisition we now operate an even more diversified asset base including liftboats, offshore supply vessels, dive support vessels and a heavy lift derrick barge. Our operations are geographically dispersed throughout the world. There is no other singular company whose service offerings are substantially identical to ours. Certain of our competitors are considerably larger with greater financial and other resources; others may be smaller and willing to take on additional risks. We compete with drilling rigs for certain work, but we are not a drilling company. Many of our principal competitors are international companies that compensate their executives differently from U.S. companies for a variety of reasons and/or do not disclose the same type of compensation information as U.S. companies do. In sum, we are proud to be a unique provider of offshore solutions, and we work diligently to identify the best possible peer groups of companies against which to compare ourselves. During 2021 the Compensation Committee on potentialwith guidance from WTW conducted a Benchmarking Peer Group review to identify the most appropriate peer group companies. For 2017, givencompanies for the persistence2022 compensation decision making process. As part of depressed industry conditions and the Compensation Committee’s decision to keep compensation levels consistent with 2016 levels,its process the Compensation Committee commissioned Meridian to perform onlyreviewed the Company’s then-current benchmarking peers and conducted a screen of U.S. publicly traded companies using several defined criteria, including relevant Global Industry Classification Standard (GICS) codes, revenues and business/product descriptions most closely resembling those of Helix; secondary screening factors included a potential peer’s EBITDA, market capitalization and TSR performance. WTW then utilized a “peers of peers” analysis of those companies with which Helix was most likely competing for executive talent, and throughout the year supplemented its analyses using compensation survey data and other relevant reference points.
| Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | 45 |
| Compensation Discussion and Analysis | |
Ultimately, the Compensation Committee selected the following peer companies during this period; it did not seek more specific data on peer-company compensation by position. Meridian’s survey included a general summary of disclosed actions by peer companies with respect to 2016 compensation, and the consultant’s expectations regarding peer company compensation decisions for 2017. For 2017, the peer group was used only for purposes of calculating relative TSR with respect to the 2017 PSU awards, and was not used to benchmark any other aspect of executive compensation. The peer group of companies used for 2017 PSU Awards were the samebe utilized as the 2016 peer group with2022 Benchmarking Peer Group:
| 2022 Benchmarking Peer Group | | Archrock, Inc. | | ChampionX Corporation | | Core Laboratories N.V. | | Dril-Quip, Inc. | | Forum Energy Technologies, Inc. | | Frank’s International N.V. | | Helmerich & Payne, Inc. | | Newpark Resources, Inc. | | NexTier Oilfield Solutions Inc. | | Oceaneering International, Inc. | | Oil States International, Inc. | | ProPetro Holding Corp. | | RPC, Inc. | | TETRA Technologies, Inc. | | Tidewater Inc. |
The companies comprising the exception that Dril-Quip, Inc. was not included2022 Benchmarking Peer Group were at their time of selection in the 2017 peer company group but was included in the 2016 peer group, and Frank’s International N.V. was included in the 2017 peer group but was not included in the 2016 peer group. Data for peer-group companies identified in 2017 PSU Award Agreements for TSR comparison purposes is shown below.
| | | | | | | | | | | | | 2016 Peer Group Data | | Company | | Ticker
Symbol | | Revenue(1) | | Market
Cap(2) | | EBITDA(1)(3) | | TSR (%) 1 Year(4) | | TSR (%) 2 Year (4) | | | | ($ in millions) | | | | | | | | | | | Atwood Oceanics, Inc.(5) | | ATW | | $976 | | $851 | | $555 | | -41% | | -79% | | | | | | | | | Diamond Offshore Drilling, Inc. | | DO | | $1,525 | | $2,428 | | $707 | | -16% | | -51% | | | | | | | | | Forum Energy Technologies, Inc. | | FET | | $588 | | $2,096 | | -$66 | | 77% | | 6% | | | | | | | | | Frank’s International N.V. | | FI | | $488 | | $2,738 | | -$2 | | -24% | | -21% | | | | | | | | | GulfMark Offshore, Inc. | | GLF | | $124 | | -- | | -$2 | | -- | | -- | | | | | | | | | Hornbeck Offshore Services, Inc. | | MDR | | $224 | | $263 | | $49 | | -27% | | -71% | | | | | | | | | McDermott International, Inc. | | MDR | | $2,636 | | $1,783 | | $297 | | 121% | | 154% | | | | | | | | | Oceaneering International, Inc. | | OII | | $2,272 | | $2,766 | | $326 | | -22% | | -49% | | | | | | | | | Oil States International, Inc. | | OIS | | $694 | | $2,004 | | $45 | | 43% | | -20% | | | | | | | | | Rowan Companies plc | | RDC | | $1,843 | | $2,370 | | $963 | | 11% | | -17% | | | | | | | | | TETRA Technologies, Inc. | | TTI | | $1,929 | | $2,462 | | $203 | | 48% | | 45% | | | | | | | | | Tidewater, Inc. | | TDW | | $979 | | -- | | $212 | | -- | | -- | | | | | | | | | 75th Percentile | | | | $1,865 | | $2,454 | | $383 | | 46% | | 0% | | | | | | | | | Median | | | | $978 | | $2,233 | | $207 | | -2% | | -21% | | | | | | | | | 25th Percentile | | | | $563 | | $1,839 | | $33 | | -23% | | -50% | | | | | | | | | Helix Energy Solutions Group, Inc. | | HLX | | $488 | | $1,063 | | $81 | | 68% | | -59% | | | | | | | | | HLX Percentile Rank | | | | 18% | | 14% | | 38% | | 85% | | 18% |
(1) Revenue and EBITDA are representative of FY16.
(2) Market Cap is displayed as of 12/31/2016.
| | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 2018 Proxy Statement | | 31 |
| COMPENSATION DISCUSSION AND ANALYSIS |
(3) Other companies may calculate their measures of EBITDA and Adjusted EBITDA differently from the way Helix does, which may limit their usefulness as comparative measures. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for, but instead are supplemental to, income from operations, net income or other income data prepared in accordance with GAAP.
(4) TSR data is collected as of each company’s respective fiscal year end.
(5) Atwood Oceanics was acquired by Ensco in 2017. As a result, Atwood was replaced by Noble Corporation.
We believe these companies were appropriate for measuring our relative TSR performance for the 2017 PSU awards because each company:
Had comparable business models similarly affected by macroeconomic factors;
Had stock performance similarly impacted by industry conditions; and
Was within our general industry.
Tax and Accounting Considerations
The Compensation Committee and management consider the accounting and tax impacts of various compensation elements when designing our executive compensation programs and making other compensation decisions. These considerations, however, are secondary to meeting the overall objectives of the executive compensation programs.
Prior to the Tax Cut and Jobs Act (the “Act”) that was signed into law in December 2017, Section 162(m) of the Internal Revenue Code of 1986, as amended, placed a limit of $1 million on the amount ofnon-performance-based compensation, as described in Section 162(m) and related regulations, that may be deducted by Helix in any year with respect to the NEOs’ compensation other than that of the Chief Financial Officer. Pursuant to the Act, all compensation (other than certain grandfathered arrangements) in excess of $1 million will benon-deductible, including compensation that formerly
qualified as performance-based compensation that could be deducted under prior law.
For 2017 (and prior years), the philosophyview of the Compensation Committee was to take into account the potential application of Section 162(m) in itsbest and most appropriate companies for benchmarking compensation decisions, including the grant of long-term incentive compensation awards, but that it may approve compensation that exceeds the $1 million limit in order to ensure competitive levels of compensation forwithin our executive officers. The Compensation Committee does not let deductibility drive its compensation decisions, and as a result, certain compensation paid to the NEOs may not have been deductible by Helix for tax purposes.industry. The Compensation Committee will continue to take into account all applicable factsreview and circumstances in exercising its business judgment with respect tomonitor the Benchmarking Peer Group on an annual basis and select peers based on appropriate compensation plan design.screening criteria, metrics and competition for executive talent.
| | | | | | | 32 | | 2018 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
| COMPENSATION DISCUSSION AND ANALYSIS |
C. COMPENSATION PHILOSOPHYAND OBJECTIVES
Compensation Philosophy and Objectives Helix’s compensation program is based on the philosophy that the interests of our executive management team should be aligned with those of our shareholders, and that our executives should be incentivized and rewarded for performance that advances our business goals and the creation of sustainable value. Thevalue in all business cycles, leading to shareholder value creation. Our overall compensation program is designed to achieve four key objectives: attracting Attracting, retaining and retainingmotivating qualified executives, supportingexecutives; Advancing our business strategy and the creation ofcreating long-term value, aligningvalue; Aligning management’s and shareholders’ interests,interests; and discouraging excessive risk-taking. Discouraging undue risk taking. Our compensation program reflects the realities of the competitive market in which we operate, as well as the characteristics of our business environment. As an international offshore energy services company providing specialty services to the offshore energy industry, Helix operates in cyclical business climates. Demand for our services is affected by the volatility in the price of oil and gas. Implementing our business model and strategy in thisa cyclical business environment requires input from highly qualified, experienced and technically proficient executive officers. We rely on our executive officers to operate effectively in both negativepositive and positivenegative industry environments. They are charged with being able to develop and execute Helix’s business strategystrategies to achieve maximum value for shareholders through all fluctuations of theour business. The Compensation Committee believes theWe believe our executive compensation program helps us attract, retain and motivate qualified, experienced and technically proficient executive officers throughoutsuch personnel through a range of business cycles.
Our executiveWe do not target a stated percentile of the market on a total direct compensation program is principallybasis, but instead emphasize performance incentives designed to rewardalign with our NEOs for the achievement of the longer-term goal of increasing total shareholder return. The Committee also ensures that theperformance-based compensation program encourages executives to achieve short-term financial objectives while discouraging them from taking unnecessary or excessive risks.
philosophy. We strive to pay base salaries for our executives atnear the median level compared to our benchmark peers and to allow our executives to earn highergreater levels of short-term and long-term compensation only when our financial performance and shareholder returns warrant compensation at those higher levels. Our compensation program allows our NEOs the opportunity to earn total compensation (salary, bonus and long-term incentive payout) towards the upper end of the range of total peer group compensation (around the 75th percentile, although there are variations by position) only when our financial and share price returns reflect superior performance. We believe that this is appropriate for our cyclical industry environment. This philosophy has been reflected over the last several years, as graphically illustrated in the chart on page 27. event such is warranted by our performance. The Compensation Committee believes thatdeveloped a system whereby both the structure and results of our 20172022 executive compensation reflect our financial resultsprogram are appropriate
| 46 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
| Compensation Discussion and Analysis |
based on the Company’s navigation of and responses to global and industry-specific challenges, and shareholder return during the current cycle forrelative to our industry. | | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 2018 Proxy Statement | | 33 |
| COMPENSATION DISCUSSION AND ANALYSIS |
industry peers. The following table summarizes the objectives of Helix’s executive compensation program and the particular compensation practices and elements that support each objective. objective: | | | Objective | | Practice | | Attract, retain and motivate executives through a range of business cycles | | • Retain independent compensation consultant for advice on competitive landscape • Target total compensation at competitive market levels, yetand allow executives to earn total compensation atabove the topmedian of the range only when warranted by stretch financial performance, relative shareholder return and share price return reflect superiorother financial performance metrics • Consider each executive’s roles, responsibilities and responsibilitiesgoals | Advance business strategy and create long-term value creation | | • Balance short- and long-term performance incentives with heavier emphasis on the longer term • Reward Compensate based on overall Helix performance, implementation by NEOs of business plans,strategies, and achievement of annualstretch financial objectives and stock price performance | | Align management and shareholder interests | | • Pay out long-term incentive performance-based compensation based on sustained stock price performance considering the cyclical nature of our industry and other financial performance metrics • Consider shareholder views in establishing compensation policies, practices and levels • Establish and enforce stock ownership guidelines • Pay out long-term incentive performance based compensation based on sustained stock performance
• Consider shareholder views in establishing pay policies and levels
| Discourage excessive risk-takingundue risk taking | | • Substantial portion of total compensation is“at-risk” • Significant “at-risk,” of which a significant portion of“at-risk” compensation is longer-term, performance-based and cliff-vesting
• Maintain stock-ownership guidelinesclawback policy providing for potential recoupment of executive compensation • Maintain prohibition of hedging and stringent limitations on pledging of stock |
Consideration of Risk Our compensation program is intended to be balanced and primarily focused on the long term, which is consistent with our strategy and business model. The greatest amountamounts of compensation can be achieved through consistent, superior performance over sustained periods of time. In addition, significant amounts of compensation, specifically long-term incentive awards, are usually paid out over time, specifically the long-term incentive awards. These awards currently vest over a three-year period and 50% of 2017 awards are cliff-vesting (i.e., vest 100% at the end of the applicable performance period).time. These practices, along with our clawback policy, stock ownership guidelines and a policy prohibiting NEOs from hedging and limiting NEOsNEOs’ pledging of Helix stock, incentivize our executives to manage Helix for the longer term, while discouraging them from taking excessiveundue risk in the short term.
Tax and Accounting Considerations Stock Ownership GuidelinesThe Compensation Committee and Helix management consider the accounting and tax impacts of various compensation elements when designing our executive compensation program and making other compensation decisions. These considerations, however, are secondary to meeting the overall objectives of our executive compensation program.
Under Section 162(m) of the Internal Revenue Code of 1986, as amended, all compensation (other than certain grandfathered arrangements) paid to each “covered employee” (as defined this Section) in excess of $1 million is non-deductible by Helix for U.S. federal income tax purposes. Although the Compensation Committee does consider the accounting and tax impacts of its compensation decisions, it may approve compensation in excess of the $1 million deduction limitation in order to maintain competitive levels of compensation for our executive officers. Tax deductibility does not drive the Compensation Committee’s compensation decisions, and as a result, certain compensation paid to our NEOs may not be deductible by Helix. The Compensation Committee will continue to take into account all applicable facts and circumstances in exercising its business judgment with respect to appropriate executive compensation program design. Clawback Policy We have implemented an Incentive Award Recoupment Policy, or “clawback” policy, that provides for recoupment of executive compensation, whether cash or equity, in certain circumstances. Under the policy, the Board may recoup certain executive compensation from our CEO or Chief Financial Officer in the event either (1) the Company revises its previously issued financial
| Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | 47 |
| Compensation Discussion and Analysis | |
statements for the purpose of correcting material errors or (2) such person engages in misconduct that the Board believes has caused material financial, operational or reputational harm to the Company. During the fourth quarter 2022 the SEC adopted a final rule implementing the incentive compensation clawback rules mandated by Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which rule is separate and distinct from the clawback mandates set forth in the Sarbanes-Oxley Act. During the first quarter 2023 the NYSE submitted to the SEC its proposed listing standards implementing the SEC’s rule. We will timely modify our Incentive Award Recoupment Policy to reflect all applicable requirements. Stock Ownership Guidelines We have in place stock ownership guidelines for our Section 16 officers and our independent directors. These covered persons have five years from the date they become subject to the guidelines to accumulate the equity necessary to comply with the guidelines from the later of (1) the date of adoption of the guidelines (February of 2011) or (2) the date upon which they become subject to the guidelines. The forms of equity ownership that can be used to satisfy the guidelines include shares of our common stock owned directly, shares of our common stock owned indirectly (e.g.(e.g., by a spouse or a trust), time-vesting restricted stock and time-vested restricted stock.time-vesting RSUs. The ownership guidelines are as follows: Independent Board Members – five times5x annual cash retainer President and Chief Executive Officer – six times6x current base salary Executive Vice Presidents – three times3x current base salary Senior Vice Presidents, Vice Presidents and other Section 16 officers not listed above – two times2x current base salary The value of an individual’s holdings is based on the average of the closing price of a share of our common stock for the previous calendar year. There are penalties fornon-compliance, which may include the retention of a portion of athe participant’s vested shares or the participant receiving grants of equity in lieu of cash compensation until compliance is achieved; waivers may be granted for certain hardship issues. Currently,As of December 31, 2022, all of our directors areand Section 16 officers were in compliance with the stock ownership guidelines,guidelines. Only Mmes. Glassman and allHarris, who joined the Board in September 2022, and Brent Arriaga, who was named a Section 16 officers areofficer as our Chief Accounting Officer and Corporate Controller in compliance other than Mr. Staffeldt and Mr. Wagner, our new Executive Vice President and Chief Commercial Officer, who became Section 16 officers in 2015 and 2018, respectively, and who are bothDecember 2021, do not currently hold the equity necessary to comply with the guidelines, but each is within the five-year window in which to achieve compliance. | | | | | | | 34 | | 2018 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
| COMPENSATION DISCUSSION AND ANALYSIS |
compliance.Hedging and Pledging Policy Helix considers it inappropriate for any director, officer or employee to enter speculative transactions in our stock. Therefore, we have a policy that prohibits the purchase or sale of puts, calls or options based on our securities, or the short sale of our securities. Directors, officers and other employees may not purchase Helix securities on margin. The policy prohibits the hedging of our stock and putsimposes discrete and stringent limitations aroundon the ability to pledge Helix stock. Because much of the net worth and compensation of our executives – and potentially their net worth – consists of or is based on Helix stock, our executives may prefer to pledge stock as collateral for a loan or indebtedness rather than selling Helix stock to meet cash needs. However, any significant sale of that collateral into the market may have adverse consequences (at least in the short term) on our stock price. Accordingly, Helix’sHelix policy provides that directors and officers may pledge our stock only if the pledged stock does not exceed: 25% of the director’s or officer’s total holdings; Two percent2% of Helix’s outstanding securities; and
200% of Helix’s average daily trading volume over the three months prior to the transaction. In addition, every pledgingpledge transaction must be specifically approved by the Board. In assessing a potential pledging transaction, the Board may consider any factors it deems appropriate and relevant, including whether the indebtedness secured by the pledged stock isnon-recourse, whether the director or officer has other assets to satisfy the loan or indebtedness, whether the stock pledged was purchased (as opposed to granted as compensation by Helix), and any mechanisms in the pledge transaction that are in place to avoid undesirable transactions in Helix’s securities. At this time, there are no outstanding pledges of our stock by any of our directors or officers.
| 48 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
| Compensation Discussion and Analysis |
2022 Executive Compensation Components D. 2017 EXECUTIVE COMPENSATION COMPONENTS
During fiscal 2017,For 2022, the primary components of compensation for our NEOs consisted of:
Base annual salary
A short-term cash incentive (bonus) opportunity based on 2017 financial results
A long-term incentive award in the form of a cliff-vesting PSUs
A long-term incentive award in the form of restricted stock
| • | A short-term cash incentive opportunity based on 2022 financial results |
| • | A long-term incentive award in the form of performance-contingent cliff-vesting PSUs |
| • | A long-term incentive award in the form of time-vesting RSUs |
We use each element of compensation to satisfy one or more of our stated compensation objectives. The Compensation Committee’s goal is to achieve the appropriate balance between short-term cash rewardsincentives for achievement of stretch annual financial performance targets and long-term incentives to promote achievement of sustained value over the longer term. The following table sets forth the total target 2017 compensation awarded in 2022 for each NEO, broken out by base salary, bonusSTI target and grant date fair value of long-term incentive awards at grant date. Other than for Mr. Staffeldt, who was promoted in June of 2017, there were no changes from 2016 levels. | | | | | | | | | | | | | | | | | | | | | Named Executive Officer 2017 Compensation Summary | | Named Executive Officer | | 2017 Base
Salary | | | 2017 Bonus
Target | | | Transaction-
Based Bonus | | | 2017 Long-Term
Incentive Award | | | Total Target Direct
Compensation | | Owen Kratz | | | $700,000 | | | | $1,050,000 | | | | | | | | $3,200,000 | | | | $4,950,000 | | Anthony Tripodo | | | 480,000 | | | | 576,000 | | | | | | | | 1,500,000 | | | | 2,556,000 | | Scotty Sparks | | | 375,000 | | | | 375,000 | | | | | | | | 1,075,000 | | | | 1,825,000 | | Alisa B. Johnson | | | 360,000 | | | | 360,000 | | | | | | | | 1,050,000 | | | | 1,770,000 | | Erik Staffeldt (1) | | | 350,000 | | | | 245,000 | | | | $50,000 | | | | 300,000 | | | | 945,000 | |
(1) Mr. Staffeldt’s salary and bonus target shown above reflects the amounts determined by the Compensation Committee for Mr. Staffeldt in the position of Senior Vice President and Chief Financial Officer, beginning on June 5, 2017 when he was promoted toawards. Following that position. In connection with that promotion, the Compensation Committee increased both Mr. Staffeldt’s base pay from $245,000 to $350,000 and his bonus target from 50% of his base pay to 70% of his base pay, allpro-rated for 2017 based on the position held by Mr, Staffeldt during various parts of the year. Thus, for the entirety of 2017, Mr. Staffeldt’s salary on a blended basis was $306,000, and his bonus target on a blended basis was $142,100. Prior to becoming an executive officer inmid-2017, Mr. Staffeldt received aone- time payment in connection with his working on several capital raising transactions. Mr. Staffeldt’s 2017 long-term incentive award was made in January of 2017 and therefore does not reflect hismid-year promotion.
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| COMPENSATION DISCUSSION AND ANALYSIS |
Followingtable is a more detailed discussion of each element of our NEOs’ 20172022 compensation.
| Named Executive Officer | | 2022 Base
Salary | | 2022 STI
Target | | 2022 Long-Term
Incentive Award | | Total Target Direct
Compensation | | Owen Kratz | | $700,000 | | $ | 1,050,000 | | $ | 3,600,000 | | $ | 5,350,000 | | Scotty Sparks | | $460,000 | | $ | 460,000 | | $ | 1,175,000 | | $ | 2,095,000 | | Erik Staffeldt | | $440,000 | | $ | 440,000 | | $ | 1,075,000 | | $ | 1,955,000 | | Ken Neikirk | | $400,000 | | $ | 400,000 | | $ | 800,000 | | $ | 1,600,000 |
Base Salary Determination In establishing base salaries for our executive officers, the Compensation Committee considers a number of factors, including: The executive’s job responsibilities,
Individual individual contributions,
Level level of experience and personal compensation history
Peer and benchmarking peer company data
data. Individual NEO base salary issalaries are generally setestablished at the regularly scheduled December meeting of ourthe Compensation Committee in the precedingprior year. There were no increases Through 2022, our CEO’s base salary had not changed since 2008, other than the temporary salary reduction in 2020 in response to 2017the global pandemic and the subsequent restoration as discussed herein. The Compensation Committee determined to maintain 2022 base salaries from 2016 levels for anyeach of our NEOs other than for Mr. Staffeldt, who became our Senior Vice President and Chief Financial Officer on June 5, 2017, at which point his base salary was increased. Following are the NEOs’ base salaries for 2016 and 2017: | | | | | | | Base Salaries for 2017 and 2016 | | Named Executive Officer | | 2016 Base Salary | | 2017 Base Salary | | Percent Increase | Owen Kratz (1) | | $700,000 | | $700,000 | | 0.0% | Anthony Tripodo (2) | | 480,000 | | 480,000 | | 0.0% | Scotty Sparks | | 375,000 | | 375,000 | | 0.0% | Alisa B. Johnson (2) | | 360,000 | | 360,000 | | 0.0% | Erik Staffeldt (3) | | 245,000 | | 350,000 | | 42.9% |
same levels as 2021. | Base Salaries for 2022 | | Named Executive Officer | (1) | Annual base salary for Mr.2022 Base Salary | | Percent Increase | Owen Kratz has remained unchanged since 2008. | | $700,000 | | 0%
increase year over year | | Scotty Sparks | | $460,000 | | | Erik Staffeldt | | $440,000 | | | Ken Neikirk | | $400,000 | |
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| Compensation Discussion and Analysis | |
| (2) | Annual base salaries for Mr. Tripodo and Ms. Johnson have remained unchanged since 2012. |
| (3) | Mr. Staffeldt’s annual base salary for 2016 reflected his then role as Vice-President – Finance and Accounting. Mr. Staffeldt’s base salary was increased on June 5, 2017 when he was promoted from that position to become our Senior Vice President and Chief Financial Officer. Mr. Staffeldt’s 2017 base salary set forth above, as well as the percentage increase from his 2016 base salary, reflect the base annual salary determined by the Committee for his new role, which new base salary began upon hismid-year promotion. Mr. Staffeldt’s salary for 2017 on a prorated (blended) basis was $306,000, which blended salary constitutes a 25% increase from his 2016 base salary level. |
Short-Term Cash Incentive (Bonus) Program OurFor the past several years, we have aligned our annual short-term cash incentive (bonus)program for executive officers with that of our onshore workforce. The STI program consists of a cash bonus opportunity designed to reward our employees, including our executive officers, for the achievement of certain stretch corporate financial goals in a given year. Bonuses,goals. Payouts, if earned, are typically paidmade in March of the year following the applicable performance year. As in the past several years, the executive bonus plan was the same as the bonus plan for all onshore employees.
The bonusSTI target for each executive officer is expressed as a percentage of his or herbase salary. BonusIndividual NEO STI targets are generally established at the December meeting of the Compensation Committee in the prior year at(at the same time base salary and long-term incentive awards are determined,determined), and bonusSTI program design and metrics are generally established at either the December meeting of the Compensation Committee in the prior year or at the Compensation Committee’s first regular meeting of the applicable year.
In February of 2017,2022, the Compensation Committee approved the 2017 short-term incentive2022 STI program for Helix’s executive officers. Because the Committee anticipated that industry conditions for 2017 would continue to be similar to those of 2015 and 2016, the Compensation Committee, as it did in those previous years, used only one financial metric to determine bonus payouts: adjusted EBITDA. In years prior multiple financial metrics were used to determine bonus payout (e.g., for 2014, EBITDA, capital expenditure levels and return on capital). In light of the continuing industry conditions that began with the drop in oil prices several years ago, and the importance of utilization of our business assets, the Compensation Committee believedofficers, reaffirmed that achieving target adjusteda certain level of Adjusted EBITDA was again viewed as the | | | | | | | 36 | | 2018 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
| COMPENSATION DISCUSSION AND ANALYSIS |
key near-term financial objective for Helix and its shareholders, and thus should betherefore established that Adjusted EBITDA would serve as the sole financial metric for determining bonus payout. In February of 2017,2022 STI performance. As with prior years’ programs, there was for 2022 a significant “stretch” element in the Compensation Committee approved the 2017 Short-Term Incentive Program for Helix’s executive officers, including entry level, target and maximum bonus that could be earned by each executive officer, and adjusted EBITDA targets that had to be metSTI metrics — to earn a bonus at each of those levels.target payout, Adjusted EBITDA had to exceed the Company’s Board-approved 2022 annual budget. This approach was designed to provide executives and employees an STI payment that would be meaningful if a certain financial performance level was achieved, but not in an amount that would negatively affect Adjusted EBITDA if the Company did not achieve its budget. Set forth below are the 20172022 Adjusted EBITDA targets: | | | 2017 Adjusted EBITDA | | Bonus Payout as % of
Target | $156 million | | Maximum | $130 million | | Target | $104 million | | Threshold |
Prior to any bonus being payable, the threshold levelthresholds at which various levels of adjusted EBITDA was required toSTI payouts could be achieved. The amount of bonus earned between threshold and target level, and between target and maximum level, is calculated on a linear basis.
Also for 2017, as for prior years, even if target adjusted EBITDA were achieved, the Compensation Committee determined that for any bonus to be paid out, a pool of funds (called the “incremental profit pool”) consisting of 50% of adjusted EBITDA over the threshold adjusted EBITDA level had to be available for payout, and would be allocated among our onshore employees, including executive officers based on their bonus targets. The adjusted EBITDA target for 2017 (required to be met before an incremental profit pool would start to accumulate for purpose of paying bonuses) was $104 million.
The 2017, the threshold, target and maximum bonus opportunity for each named executive officer was as follows:
| | | | | | | | Named Executive Officer | | Threshold Level | | Target | | Maximum | Owen Kratz | | $700,000 | | $1,050,000 | | $1,400,000 | Anthony Tripodo | | 384,000 | | 576,000 | | 768,000 | Scotty Sparks | | 281,000 | | 375,000 | | 487,500 | Alisa Johnson | | 270,000 | | 360,000 | | 479,000 | Erik Staffeldt1 | | 141,047 | | 193,550 | | 257,422 |
earned: | | (1)2022 Adjusted EBITDA | | Threshold | Amounts for Mr. Staffeldt represent his actual (blended) 2017 bonus opportunity at various levels, each of which was prorated for the period during 2017 during which he served as Helix’s Vice President – Finance and Accounting (in that position his bonus target was 50% of his base salary of $245,000) and for the period during 2017 for which he served as Helix’s Senior Vice President and Chief Financial Officer (in which position his bonus target was 70% of a base salary of $350,000).$ | 60 million | | 2022 Budget | $ | 70 million | | Target | $ | 78 million | | Maximum | $ | 81 million |
The followingNo executive officer could earn an STI payout in excess of his or her individual maximum level set by the Compensation Committee. Thus it was possible for an NEO to earn an STI payout below or above his or her target amount, but not above the 133% maximum level, a cap that is lower than those of our benchmarking peers. In addition, pursuant to the terms of the 2022 STI program, notwithstanding the financial performance metrics set forth below, any individual executive officer’s bonus for 2022 could be adjusted upward or downward in the discretion of the Compensation Committee.
Our CEO’s target STI percentage has not changed since 2014 and there were no increases to the 2022 target and maximum STI levels of our other NEOs. Below are our NEOs’ target and maximum STI levels for 2022: | Named Executive Officer | Target | | Maximum | | Owen Kratz | $ | 1,050,000 | | $ | 1,400,000 | | Scotty Sparks | $ | 460,000 | | $ | 611,800 | | Erik Staffeldt | $ | 440,000 | | $ | 585,200 | | Ken Neikirk | $ | 400,000 | | $ | 532,000 |
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| Compensation Discussion and Analysis |
Set forth below are the 2017 bonus2022 STI targets and actual payouts for each NEO. BecauseFor 2022, Helix reported Adjusted EBITDA of approximately $121 million, approximately $30 million of which was contributed as a result of the adjustedAlliance acquisition. Therefore, Helix’s reported Adjusted EBITDA significantly exceeded the threshold level and a pool was available for payout(1), likeBoard-approved 2022 annual budget, even absent any contribution from Alliance. In accordance with our other onshore employee participants in Helix’s 2017 bonus program our executive officersNEOs were each paid a bonusSTI at 40.7%133% of target, bonus, in the amounts set forth below: | | | | | | | | | Short-Term Bonus: Target v. Actual | | Named Executive Officer | | Target | | | Actual | | Owen Kratz | | | $1,050,000 | | | | $427,350 | | Anthony Tripodo | | | 576,000 | | | | 234,432 | | Scotty Sparks | | | 375,000 | | | | 152,625 | | Alisa B. Johnson | | | 360,000 | | | | 146,520 | | Erik Staffeldt2 | | | 193,550 | | | | 78,941 | |
| (1) | Adjusted EDITDA was calculated to exclude the impacts of the acceleration of time-vested restricted stock to two directors who left the Board during 2017. |
| (2) | Mr. Staffeldt’s target bonus as described above is the blended bonus target for 2017 (during which year he served in two different positions with different compensation in each),consisting of a target of $122,500 (50% of his then base salary) in his position of Vice President – Finance and Accounting prior to hismid-year promotion on June 5, 2017, and a target of $245,000 (70% of his new salary of $350,000) in his position as Senior Vice President and Chief Financial Officer, both target amountspro-rated for the number of days served in each position during the year. Mr. Staffeldt also received aone-time $50,000 payment in 2017 (prior to being promoted to an executive position) in connection with his working on several capital raising transactions, which is not included in the target or actual bonus for Mr. Staffeldt set forth above. |
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| COMPENSATION DISCUSSION AND ANALYSIS |
Compared to the prior year for which none of Helix’s management team earned any bonus as the threshold adjusted EBITDA level was not met, for 2017 the NEOs earned 40.7% of their bonus targets based on the improved financial performance for the year. The 2017follows:
| 2022 STI Payouts: Target v. Actual | | Named Executive Officer | Target | | Actual | | Owen Kratz | $ | 1,050,000 | | $ | 1,400,000 | | Scotty Sparks | $ | 460,000 | | $ | 611,800 | | Erik Staffeldt | $ | 440,000 | | $ | 585,200 | | Ken Neikirk | $ | 400,000 | | $ | 532,000 |
bonus program and payout of bonus amounts for 2017 demonstrates the Compensation Committee’s commitment to aligning short-term incentive compensation with Helix’s shorter term financial goals.
Long-Term Incentive AwardsProgram The Compensation Committee believes that equity-based incentive awards serve to align the economic interests of our executive officers with those of our shareholders. We believe that our restrictedRestricted stock, RSU and PSU awards (the payout of which is based on our TSR over a three-year performance period compared to that of our peer group) provide proper incentives to avoid excessiveundue risk taking while increasing long-term shareholder value. We also believe thatIn addition, these awards are an important retention tool with respect to our employees, includingNEOs. Issuances of restricted stock, RSUs and PSUs are made pursuant to our named executive officers.2005 Long-Term Incentive Plan (as amended and restated, our “Plan”) and are governed by the terms of the Plan in addition to the terms and conditions stated in the applicable award documents. Individual NEO long-term incentive program design and metrics, as well as the value of long-term incentive awards, are generally established at the December meeting of the Compensation Committee in the prior year (at the same time base salary and STI targets are determined). In determining the value of each NEO’s long-term incentive award, the Compensation Committee typically reviews the data provided by theits independent compensation consultant, and takes into consideration historical awards and the CEO’s recommendation regarding the long-term incentive award for each NEO and makes its determination at its regularly scheduled December meeting. recommendation. 20172022 Long-Term Incentive Awards
LikeFor 2022, the 2015 and 2016 long-term incentive awards to our NEOs, the 2017 long-term incentive awards consisted of: (1) 50% in the form of a performance-contingent cliff-vesting PSU award, the payout of which (if any) is measured by our performance and is based in equal parts on our (a) TSR compared to that of a formulaically selected performance peer group and (b) generation of Free Cash Flow compared to a pre-established benchmark, in each case over a three-year performance period; and (2) 50% in the form of a time-vesting restrictedRSU award. PSUs and RSUs granted in 2022 are payable in either stock, award. Thus halfcash or a combination thereof, in the discretion of the total award is cliff-vesting, and pays out depending on how our TSR compares to that of our peers, as opposed toCompensation Committee.
In December 2021 the absolute price of our own stock (which may be influenced by general industry or macroeconomic conditions that may exist at various points in time, rather than our own financial performance). The Compensation Committee determined, in Decemberconsultation with WTW and supported by market data of 2016our 2022 Benchmarking Peer Group, that the total value2022 long-term incentive awards for each of Messrs. Kratz, Sparks and Staffeldt would be reinstated to their pre-pandemic levels of $3.6 million, $1.175 million and $1.075 million, respectively, and the 2017 long-term incentive award opportunity for Mr. Kratz, Mr. Tripodo, Mr. Sparks and Ms. JohnsonNeikirk would be the same as the prior year. (Mr. Staffeldt was not an executive officer until June of 2017, and therefore his January 2017 long-term incentive award does not reflect hismid-year promotion to the position of Senior Vice President and Chief Financial Officer.) remain at $800,000.
Set forth below are the long-term incentive awards granted in January of 20172022 to each of the NEOs.our NEOs: | 2022 Long-Term Incentive Awards | | Named Executive Officer | | PSU Awards
in units
(50%) | | RSU Awards
in units
(50%) | | Total Value of
LTI Awards
in dollars | | Owen Kratz | | 576,923 | | 576,923 | | $ | 3,600,000 | | Scotty Sparks | | 188,301 | | 188,301 | | $ | 1,175,000 | | Erik Staffeldt | | 172,276 | | 172,276 | | $ | 1,075,000 | | Ken Neikirk | | 128,205 | | 128,205 | | $ | 800,000 |
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| Compensation Discussion and Analysis | |
| | | | | | | 2017 Long-Term Incentive Awards | | Named Executive Officer | | PSU Awards (50%) | | Restricted Stock Awards (50%) | | Total Value of
LTI Awards | Owen Kratz | | 181,406 | | 181,406 | | $3,200,000 | Anthony Tripodo | | 85,034 | | 85,034 | | 1,500,000 | Scotty Sparks | | 60,941 | | 60,941 | | 1,075,000 | Alisa B. Johnson | | 59,524 | | 59,524 | | 1,050,000 | Erik Staffeldt1 | | 17,007 | | 17,007 | | 300,000 | (1) This award was made to Mr. Staffeldt prior to his being promoted in June of 2017 to his current executive position as Senior Vice President and Chief Financial Officer |
20172022 PSU Awards
In January of 2017,2022, each NEO received a PSU award pursuant to our 2005 Plan. Each unit represents the contingent right to receive at vestingeither (a) one share of our common stock. These awards are to be paid out in sharesstock or (b) cash representing the fair market value of Helixone share of our common stock. The PSU awards vest entirely afterstock, at the end of a three-year period with the final number of shares issued based equally on our TSR relative to that of the companies in a formulaically selected performance peer group and our Free Cash Flow compared to a pre-established benchmark, subject to the terms and conditions of peer companies (as set forth in the applicable
| | | | | | | 38 | | 2018 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
| COMPENSATION DISCUSSION AND ANALYSIS |
PSU Award Agreement) over the same three-year period).our Plan. The maximum number of sharespayout that may be issuedachieved at vesting, whether paid in stock or cash, is 200% of the number of units
awarded, and the minimum payout that may be achieved is zero. The total shareholder return formulaPSUs granted in 2022 are payable in either stock or cash to conserve the Company’s share count and avoid potential dilution, and the form of payment is in the discretion of the Compensation Committee and subject to the terms and conditions of our Plan. For 2022 the Compensation Committee again established a Performance Peer Group, separate from our Benchmarking Peer Group, to measure Helix’s comparative TSR performance under the 2022 PSU awards. The 2022 Performance Peer Group was established formulaically, beginning with the 2022 Benchmarking Peer Group, eliminating companies that subsequently filed for bankruptcy or were acquired, and then adding those most prevalent “peers of peers” from the 2017performance peer groups utilized by the 2022 Benchmarking Peer Group. In creating the 2022 Performance Peer Group the Compensation Committee again emphasized its desire for an unbiased and repeatable approach to establish a large group of companies against which the Company competes for investment dollars. Accordingly, the 2022 Performance Peer Group was as follows: | 2022 Performance Peer Group | | Archrock, Inc.(1)(2) | | ChampionX Corporation(1)(2) | | Core Laboratories N.V.(1)(2) | | Dril-Quip, Inc.(1)(2)(3) | | Exterran Corporation(2) | | Forum Energy Technologies, Inc.(1)(3) | | Helmerich & Payne, Inc.(1) | | Nabors Industries Ltd.(1) | | Newpark Resources, Inc.(1)(2)(3) | | NexTier Oilfield Solutions Inc. | | Oceaneering International, Inc.(1)(2)(3) | | Oil States International, Inc.(1)(2)(3) | | Patterson-UTI Energy, Inc. | | ProPetro Holding Corp.(2) | | RPC, Inc.(1)(2) | | Select Energy Services, Inc. | | TETRA Technologies, Inc.(1)(2)(3) | | Tidewater, Inc. | | Transocean Ltd.(1) | | USA Compression Partners, LP |
| (1) | Member of 2021 Performance Peer Group |
| (2) | Member of 2020 Performance Peer Group |
| (3) | Member of 2019 Performance Peer Group |
| 52 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
| Compensation Discussion and Analysis |
With respect to the TSR portion of the 2022 PSU awards, the TSR formula is computed as: using our stock price as follows: | | | Ending Price – Beginning Price + Dividends*Dividends* | | = Total Shareholder Return | Beginning Stock Price | |
| * | *Dividends, if any paid over the performance period; Beginning Price being the
average of closing price of the last 20 trading days of 2016 and the Ending Price
being the average closing price of the last 20 trading days of 20192021 and the Ending Price being the average closing price of the last 20 trading days of 2024. |
For the TSR portion of the 2022 PSU awards, prior to 2017, to measurethe TSR performance threshold is the peer companies were grouped into quintiles based on TSR after the top performer and bottom performer25th percentile of the peer group were excluded, and Helix was then placed into2022 Performance Peer Group (the attainment below which will yield a payout equal to 0%), performance target level is a TSR at or above the appropriate quintile based on its TSR55th percentile (the attainment of which would determine whetherwill yield a payout would be at the 0%, 50%,equal to 100%, 150% or 200%“target”), from lowest to highest quantile. In December of 2016, when the Compensation Committee determined the 2017 long-term incentive awards for our executive officers and other members of
management, based on commentary from proxy advisory firms and an institutional shareholder, the Committee decided to abandon the quintile concept for the calculation of PSUs earned at vesting. Instead it approved awards whereby payout is calculated on a linear basis between the threshold ranking and the maximum ranking.performance level is a TSR at or above the 80th percentile (the attainment of which will yield a payout equal to 200%). Payout for TSR performance between these percentiles is calculated by linear interpolation.
For the Free Cash Flow portion of the 2022 PSU awards, in the event the Company does not generate a cumulative positive Free Cash Flow during the three-year performance period, no payout will be made. In addition, the threshold requiredevent the Company generates a cumulative positive Free Cash Flow during the performance period, payout will be earned between (x) 100% forany payout of PSUs was raised from the 20th percentile to the 30th percentile, greater than $0 and the threshold(y) 200% for a maximum payout (200% of PSUs granted) was raised from the 80th percentile to the 90th percentile.$25 million and above. Payout for Free Cash Flow performance between these amounts is calculated by linear interpolation. | In summary, for 2017 PSU awards, payout of PSUs, if any, is linear (the quintile concept having been abandoned), the threshold for any payout is TSR at the 30% level (increased from the prior 20% level), and the requirement for a maximum payout (at the 200% level) is TSR at the 90% or above level (increased from the prior 80% level). |
20172022 Restricted Stock Unit Awards
In January of 2017,2022, each NEO received a time-vesting restricted stockRSU award pursuant to our 2005 Plan. The restricted stockRSU awards vest over a three-year period inone-third increments on each anniversary of the grant date, and are payable in either stock, cash or a combination thereof in the discretion of grant.the Compensation Committee, all subject to the terms and conditions of our Plan. The decision to grant RSUs payable in either stock or cash was made to conserve the Company’s share count and avoid potential dilution. Payouts of Prior Performance-Based Long-Term Incentive Awards Our executive officers had long-term incentive awards that vested immediately after the end of 20172022, including the cliff vesting of the 2020 PSU awards (the payout of which was based on our relative TSR over the three-year performance of our common stock, i.e., anperiod from January 1, 2020 through December 31, 2022) and annual vesting for each of the 2015, 20162020 and 20172021 restricted stock awards and the cliff-vesting of the 2015 PSU2022 RSU awards. With respect to the lastcliff vesting of the 2015 restricted stock2020 PSU awards, the valueour TSR ranked 14th out of the stock at vesting (based on a 2017 year end closing price of $7.54) was 35% of the value of those shares at grant date (based on a 2014 year end closing price of $21.70), reflecting the market deterioration that occurred subsequent to 2014. The annual vesting of shares granted under the 2016 awards was 143% of the original grant date value of those shares, and the annual vesting of shares granted under the 2017 awards was 85% of the original grant date value of those shares.
As described above, forpre-201725 2020 PSU awards, payout at vesting is determined by in which quintile our TSR Falls, with the quintiles based on the TSR of our peer group companies (as identified in the 2020 PSU award agreements) over athe three-year performance period.
With respect to Therefore, in accordance with the cliff-vestingterms of the 2015each such executive officer’s PSU awards at the end of the performance period ending December 31, 2017, Helix’s three-year TSR fell into the second to lowest quintile (after removing the top and bottom performer), and therefore 50%Award Agreement, 77.25% of the granted PSUs was earned by oursuch executive officers. This award was settled in cash based on our closing stock price on
| | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 2018 Proxy Statement | | 39 |
| COMPENSATION DISCUSSION AND ANALYSIS |
December 31, 2017. Because in addition to only 50% of the units being earned Helix’s stock price declined during the three-year performance period, the value
earned by each executive was 17% of the grant date value.
Perquisites and Benefits Our NEOs are not entitled to anyonly receive benefits that are not otherwiseeither available to all our employees.employees or otherwise are integrally and directly related to the performance of their duties at Helix. We do not provide pension arrangements, free or subsidized post-retirement health coverage or similar benefits forto our NEOs. We offer a variety of health and welfare and retirement programs to all eligible employees. Helix’s executive officers are eligible for the same benefit programs on the same basis as the rest of our U.S. employees. Our health and welfare programs include medical, pharmacy, dental, vision, life insurance and accidental death and disability insurance. In addition, we offer a retirement program intended to supplement our employees’ personal savings and social security. Our retirement program for our U.S. employees, including our executive officers, consists solely of our Helix Energy Solutions Group, Inc. Employees’ 401(k) Savings Plan. At their meetings in February of 2016, the Compensation Committee and the Board resolved to suspend Helix’sCompany discretionary matching contributionsunder the 401(k) plan was suspended for 2021 in response to our employees’ 401(k) accounts for an indefinite period. Prior to that time, Helix matched 75%the global pandemic, and was reinstated beginning January 2022.
| Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | 53 |
| Compensation Discussion and Analysis | |
Severance and Change in Control Arrangements We believe that the competitive marketplace for executive talent and our desire to retain our executive officers require us to provide our executive officers with certain severance benefits. In addition, we believe that the interests of our shareholders are served by having limited change in control benefits for executive officers who would be integral to the success of, and are most likely to be impacted by, a change in control. Eachcontrol of our NEOs with the exception ofCompany. In November 2008, Mr. Sparks and Mr. Staffeldt, who were not executive officers at the time,Kratz executed an amended and restated employment agreement in Novemberwith the Company. Each of 2008. Mr.Messrs. Sparks, Staffeldt and Neikirk executed an employment agreement in May of 2015, June 2017 and May 2019, respectively, in connection with his promotion to an executive officer position, and Mr. Staffeldt executed an employment agreement in Junenone of 2017 in connection with his promotion to an executive officer position. Mr. Sparks’s and Mr. Staffeldt’s employmentwhich agreements do not havecontain a“gross-up,” “gross-up” or excise tax protection provision. The employment agreements with our NEOsexecutive officers contain severance benefits in the event the executive’s employment is terminated by Helix “Without Cause”without “Cause” or the executive terminates his or her employment for “Good Reason,” as those terms are defined in the agreements. The employment agreements generally contain benefits payable to the executive officer if the executive officer terminates his or her employment for “Good Reason” or is terminated “Without Cause”without “Cause” within atwo-year period following a “Change in Control.” We believe the provision of these benefits to be reasonable and customary withinfor our peer group.benchmarking peers. For more information regarding the severance and change in control benefits, please refer tosee “Employment Agreements and Change in Control Provisions.” In February of 2012, the Compensation Committee adopted a policy that prohibits any future employment agreements with executive officers from containing “single trigger” change in control provisions, or“gross-up,” or excise tax protection or “gross-up” provisions. With the departure of Mr. Tripodo at the end of 2017, noneNone of our executive officers’ employment agreements havehas a “single trigger” for payout of severance benefits in the event of a change of control. | | | | | | | 40 | | 2018 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
| COMPENSATION DISCUSSION AND ANALYSIS |
Looking Ahead: Market Outlook and 2023 Compensation Program AdjustmentsAs discussed above, our expectation is that oil and gas prices will remain robust for the near term, which should lead to higher customer spending for the industry, but there remain headwinds to commodity price stability. We continue to expect oil and gas companies to increasingly focus on optimizing production of their existing subsea wells, and the demand for decommissioning services should persist, underscoring the rationale behind our Alliance acquisition and other strategic growth. We believe we have a competitive advantage in efficiently servicing the life cycle of an oil and gas field, and we maintain our underlying belief that fossil fuels will not be eliminated from consumption, but rather there will be a global transition from relying primarily on fossil fuels to a more balanced approach that includes renewable energy, such as wind farms and other alternative fuels. E. 2017 SAYON PAY VOTEAND FREQUENCY
In 2017As noted above, representative of our strong balance sheet, ample liquidity, a robust offshore services market recovery and financial outlook, in February 2023 our Board authorized a share repurchase of up to $200 million, which we sought an advisory vote frombelieve will be beneficial to and in the best interests of the Company and its shareholders, and should allow us to increase shareholder value while maintaining adequate cash and liquidity to fund our shareholders regardingoperations and investment opportunities. We are optimistic about our 2016 executive officer compensationfuture prospects and received a 96% favorable “saybelieve we are well positioned to capitalize on pay” vote.the current market.
For 2017 compensation, similarly2023, the base salary for each of our NEOs remain the same as they were for 2022, except that the base salary for Mr. Kratz was increased from $700,000 to 2016 compensation,$800,000. Prior to 2023, Mr. Kratz’s base salary had not changed since 2008, other than the Compensation Committee continued to: Maintain a formulaic bonus program based solely on adjusted EBITDA;
Approve a long-term incentive program tiedtemporary salary reduction in 2020 in response to the performance of our common stock;
Impose stock performance requirementsglobal pandemic and subsequent restoration discussed herein. The 2023 target bonus percentages for payout of PSU awards; and
ConsiderNEOs remain the outcome of our “say on pay” votes and our shareholder views when making future compensation decisions for our NEOs.
In addition, for 2017 the Compensation Committee imposed more stringent stock performance metrics for the payout of PSU awards (such that payout is determined by linear calculation between the thresholdsame, and the maximum performance levels rather than by quintiles, andbonus level increased from 133% to 190% of the bar has been raised with respect to stock performance requirements to earn at the threshold and the maximum payout levels).
Alsotarget bonus. While Mr. Kratz’s target STI as a resultpercentage of his base salary remained flat, his target STI level increased to $1.2 million in line with the 2017 shareholder advisory vote onincrease to his base salary. We believe the frequency2023 levels of holding anon-binding shareholder vote on executive compensation based on the vote of 78% of our shareholders, the Board determined that Helix will hold an annual voteserve to approve the compensation of our NEOs.
The Compensation Committee and management of Helix believe that the Company’s 2017 executive compensation:
Appropriately reflects Helix’s financial performance for the year as well as longer-term stock performance
Demonstrates alignment of our NEOs’ interests with those of our shareholders
Includes an appropriate overall mix of short- and long-term incentives to enhance shareholder value
Advances Helix’s mission and business strategy
Helps attract, motivate and retain the key talent needed to ensuredrive the Company’s long-term success.The majority of our 2023 STI program continues to be based on Adjusted EBITDA, as the Compensation Committee continues to view this financial performance metric as the Company’s most important near-term business driver as reflective of utilization, rates and cost management. However in recognition of the importance of ESG and of Helix’s long-term successrole as a steward of the people, communities and environments we serve, the Compensation Committee, with input from management and its independent compensation consultant, determined to add new ESG key performance indicators to the 2023 STI program. We are proud of our ESG record and believe our executives should be incentivized and rewarded for performance that advances business goals and the creation of sustainable value, leading to shareholder value creation.
| 54 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
| Compensation Discussion and Analysis |
For 2023 the Compensation Committee continues the bifurcated approach of utilizing a benchmarking peer group for purposes of compensation comparators and a formulaically selected performance peer group for purposes of measuring the Company’s performance in connection with long-term incentive-based compensation. Long-term incentives for our executive officers in 2023 are again awarded in PSUs and RSUs, both payable in either stock, cash or a combination thereof in the discretion of the Compensation Committee, and all subject to the terms and conditions of our Plan. PSU award agreements entered into in 2023 again include a Free Cash Flow performance metric equally weighted with the relative TSR metric, in order to continue to emphasize the importance of Free Cash Flow in assessing the Company’s overall performance. The Compensation Committee believes these reasons,program features continue to be appropriate in the Board recommendscurrent environment and continue to align the interests of our executive management and our shareholders. In evaluating Helix’s compensation programs, the Compensation Committee will continue to monitor and adapt based on business and financial results that are in the best interests of our shareholders voteand our employees. We remain committed to, approve the 2017 compensation for Helix’s NEOs.and will continue to uphold, our core values in 2023 and beyond. F. COMPENSATION COMMITTEE REPORT
Compensation Committee Report The Compensation Committee of the Board of Directors has reviewed and discussed the above Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board that this Compensation Discussion and Analysis be included in this proxy statement. THE COMPENSATION COMMITTEE:The Compensation Committee:
James A. Watt, Chair
John V. Lovoi, Chair
Amerino Gatti
Paula Harris
T. Mitch Little
Jan Rask
William L. Transier
| Helix Energy Solutions Group, Inc. | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 20182023 Proxy Statement | | 4155 |
EXECUTIVE OFFICERS OF HELIXExecutive
Officers The executive officers of Helix are as follows: | Name | Age | | | | | | | | | Position | Name
| | | | | Age | | | | | Position | Owen Kratz | 68 | President and Chief Executive Officer | | Scotty Sparks | 49 | Executive Vice President and Chief Operating Officer | | Erik Staffeldt | 6351 | Executive Vice President and Chief Financial Officer | | Ken Neikirk | 48 | Executive Vice President, General Counsel and Corporate Secretary |
President and chief
executive officer | Owen Kratz | Owen Kratz is President and Chief Executive Officer of Helix. He was named Executive Chairman in October 2006 and served in that capacity until February 2008 when he resumed the position of President and Chief Executive Officer. He served as Helix’s Chief Executive Officer from April 1997 until October 2006. Mr. Kratz served as President from 1993 until February 1999 and has served as a director of Helix since 1990 (including as Chairman of the Board from May 1998 to July 2017). He served as Chief Operating Officer from 1990 through 1997. Mr. Kratz joined Cal Dive International, Inc. (now known as Helix) in 1984 and held various offshore positions, including saturation diving supervisor, and management responsibility for client relations, marketing and estimating. From 1982 to 1983, Mr. Kratz was the owner of an independent marine construction company operating in the Bay of Campeche. Prior to 1982, he was a superintendent for Santa Fe and various international diving companies, and a diver in the North Sea. From February 2006 to December 2011, Mr. Kratz was a member of the Board of Directors of Cal Dive International, Inc., a once publicly traded company, which was formerly a subsidiary of Helix. Mr. Kratz has a Bachelor of Science degree from State University of New York. |
| 56 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
Executive vice president and chief operating Officer | Scotty Sparks | | Scotty Sparks is Executive Vice President and Chief Operating Officer of Helix, having joined Helix in 2001. He served as Executive Vice President – Operations of Helix from May 2015 until February 2016. From October 2012 until May 2015, he was Vice President – Commercial and Strategic Development of Helix. He has also served in various positions within Helix Robotics Solutions, Inc. (formerly know as Canyon Offshore, Inc.), including as Senior Vice President from 2007 to September 2012. Mr. Sparks has over 32 years of experience in the subsea industry, including Operations Manager and Vessel Superintendent at Global Marine Systems and BT Marine Systems. |
Executive Vice President and Chief Financial Officer | Erik Staffeldt | | Erik Staffeldt | | | | | 46 | | | | | is Executive Vice President and Chief Financial Officer of Helix. Prior thereto he was Senior Vice President and Chief Financial Officer | Scotty Sparks
| | | | | 44 | | | | | Executive beginning in June 2017 until February 2019. Mr. Staffeldt oversees Helix’s finance, treasury, accounting, tax, information technology and corporate planning functions. Since joining Helix in July 2009 as Assistant Corporate Controller, Mr. Staffeldt has served as Director – Corporate Accounting from August 2011 until March 2013, Director of Finance from March 2013 until February 2014, Finance and Treasury Director from February 2014 until July 2015, and Vice President – Finance and Chief Operating Officer
Accounting from July 2015 until June 2017. Mr. Staffeldt was also designated as Helix’s “principal accounting officer” for purposes of the Securities Act of 1933, the Exchange Act and the rules and regulations promulgated thereunder in July 2015 until December 2021. Mr. Staffeldt served in various financial and accounting capacities prior to joining Helix and has over 26 years of experience in the energy industry. Mr. Staffeldt is a graduate of the University of Notre Dame with a BBA in Accounting and Loyola University in New Orleans with an MBA, and is a Certified Public Accountant. |
Alisa B. Johnson
| | | | | 60 | | | | | Executive Vice President, General Counsel and Corporate Secretary | Ken Neikirk | Geoffrey C. Wagner
| | | | | 39 | | | | | Ken Neikirk is Executive Vice President, General Counsel and Chief Commercial Officer | Anthony Tripodo
| | | | | 65 | | | | | Former ExecutiveCorporate Secretary of Helix. Mr. Neikirk has over 22 years of experience practicing law in the corporate and energy sectors, and has been a member of Helix’s legal department since 2007, most recently serving as Helix’s Senior Vice President, General Counsel and Senior Advisor
Corporate Secretary from May 2019 to December 2022, and prior to that as Corporate Counsel, Compliance Officer and Assistant Secretary from February 2016 until April 2019. Mr. Neikirk oversees Helix’s legal, human resources, and contracts and insurance functions. Prior to joining Helix Mr. Neikirk was in private practice in New York and Houston. Mr. Neikirk holds a Bachelor of Arts degree from Duke University and a Juris Doctor from the University of Houston Law Center. |
| Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | 57 |
Owen Kratz is President and Chief Executive OfficerTable of Helix. He was named Executive Chairman in October of 2006 and served in that capacity until February of 2008 when he resumed the position of President and Chief Executive Officer. He was appointed Chairman of the Board in May of 1998 and served as Helix’s Chief Executive Officer from April of 1997 until October of 2006. Mr. Kratz served as President from 1993 until February of 1999, and has served as a director of Helix since 1990. He served as Chief Operating Officer from 1990 through 1997. Mr. Kratz joined Helix in 1984 and held various offshore positions, including saturation diving supervisor, and management responsibility for client relations, marketing and estimating. From 1982 to 1983, Mr. Kratz was the owner of an independent marine construction company operating in the Bay of Campeche. Prior to 1982, he was a superintendent for Santa Fe and various international diving companies, and a diver in the North Sea. From February of 2006 to December of 2011, Mr. Kratz was a member of the Board of Directors of Cal Dive International, Inc., a publicly traded company that was formerly a subsidiary of Helix. Mr. Kratz has a Bachelor of Science degree from State University of New York (SUNY).Contents
Erik Staffeldt was appointed Senior Vice President and Chief Financial Officer of Helix in June of 2017. Mr. Staffeldt oversees Helix’s finance, treasury, accounting, tax, information technology and corporate planning functions. Since joining Helix in July of 2009 as Assistant Corporate Controller, Mr. Staffeldt has served as Director – Corporate Accounting from August of 2011 until March of 2013, Director of Finance from March of 2013 until February of 2014, Finance and Treasury Director from February of 2014 until July of 2015, and Vice President – Finance and Accounting from July of 2015 until June of 2017. Mr. Staffeldt was also designated as Helix’s “principal accounting officer” for purposes of the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder in July of 2015. Mr. Staffeldt served in various financial and accounting capacities prior to joining Helix and has over 22 years of experience in the energy industry. Mr. Staffeldt is a graduate of the University of Notre Dame with a BBA in Accounting and an MBA from Loyola University in New Orleans, and is a Certified Public Accountant.
Scotty Sparks is Executive Vice President and Chief Operating Officer of Helix, having joined Helix in 2001. He served as Executive Vice President – Operations of Helix from May of 2015 until February of 2016. From October of 2012 until May of 2015, he was Vice President – Commercial and Strategic Development of Helix. He has also served in various positions within Helix’s robotics subsidiary, Canyon Offshore, Inc., including as Senior Vice President from 2007 to September of 2012. Mr. Sparks has over 27 years of experience in the subsea industry, including Operations Manager and Vessel Superintendent at Global Marine Systems and BT Marine Systems.
Alisa B. Johnson has served as Executive Vice President, General Counsel and Corporate Secretary of Helix since November of 2008, and joined Helix as Senior Vice President, General Counsel and Corporate Secretary in September of 2006. Ms. Johnson oversees the legal, human resources, and contracts and insurance functions. Ms. Johnson has been involved with the energy industry for over 27 years. Prior to joining Helix, Ms. Johnson worked for Dynegy Inc. for nine years, at which company she held various legal positions of increasing responsibility, including Senior Vice President and Group General Counsel – Generation. From 1990 to 1997, Ms. Johnson held various legal positions at Destec Energy, Inc., and prior to that Ms. Johnson was in private law practice. Ms. Johnson received her Bachelor of Arts degree Cum Laude from Rice University and her law degree Cum Laude from the University of Houston.
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| EXECUTIVE OFFICERS OF HELIX |
Geoffrey C. Wagner is Executive Vice President and Chief Commercial Officer. Mr. Wagner joined Helix in January of 2018. Prior to joining Helix, he worked in a consulting capacity with Blackhill Partners from September to December of 2017. Prior to that time, he served in various capacities for Atwood Oceanics, Inc., an offshore drilling contractor, as Vice President, Strategic Planning from August of 2016 until August of 2017, Vice President, Technical Services and Supply Chain from August of 2015 until August of 2016, Vice President, Marketing and Business Development from October of 2012 until August of 2015, and Director, Marketing and Business Development from March of 2010 until October of 2012. He served from January of 2005 to March of 2010 in management positions of increasing responsibility with Transocean, prior to which he was employed by SeaRiver Maritime, Inc., an ExxonMobil company, that owns and operates vessels providing maritime transportation of petroleum and chemical products. Mr. Wagner holds an MBA from the Jones Graduate School of Business at Rice University and an undergraduate degree in Marine Engineering and Nautical Science from the United States Merchant Marine Academy at Kings Point, New York.
Anthony Tripodoserved as a director and officer of Helix until his retirement and resignation on December 31, 2017. At the time of his resignation Mr. Tripodo was Executive Vice President and Senior Advisor of Helix. From June of 2008 until June of 2017, Mr. Tripodo served as Executive Vice President and Chief Financial Officer of Helix overseeing Helix’s finance, treasury, accounting, tax, information technology and corporate planning functions. Mr. Tripodo served as a director of Helix from May 7, 2015 until December 31, 2017 and from February of 2003 until June of 2008. Prior to joining Helix, Mr. Tripodo was the Executive Vice President and Chief Financial Officer of Tesco Corporation. From 2003 through the end of 2006, he was a Managing Director of Arch Creek Advisors LLC, a Houston based investment banking firm. From 1997 to 2003, Mr. Tripodo was Executive Vice President of Veritas DGC, Inc., an international oilfield service company specializing in geophysical services, including serving as Executive Vice President, Chief Financial Officer and Treasurer of Veritas from 1997 to 2001. Previously, Mr. Tripodo served 16 years in various executive capacities with Baker Hughes, including serving as Chief Financial Officer of both the Baker Performance Chemicals and Baker Oil Tools divisions. Mr. Tripodo also has served as a director of three publicly traded companies in the oilfield services industry in addition to his prior service as a director of Helix. He graduated Summa Cum Laude with a Bachelor of Arts degree from St. Thomas University (Miami).
| | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 2018 Proxy Statement | | 43 |
EXECUTIVE COMPENSATIONExecutive
Compensation Summary Compensation Table
The following table provides a summary of the cash andnon-cash compensation for the years ended December 31, 2017, 20162022, 2021 and 2015,2020, for our named executive officers: (1) the Chief Executive Officer and the Chief Financial Officer and (2) each of the three most highly compensated executive officers of Helix during 2017, other than the Chief Executive Officer and the Chief Financial Officer.Officer, each of the two most highly compensated executive officers of Helix during 2022. These individuals are our only executive officers. The table may not reflect the actual compensation received by the named executive officers for those periods.the three-year period. For example, amounts recorded in the stock awards column reflect the grant date fair value of the awards. The actual value of compensation realized by the named executive officer with respect to any equity award will likely vary from the grant date fair value of any equity award or cash performance award due to stock price fluctuations and/or forfeitures. | | | | | | | | | | | | | | | Name and Principal Position | | Year | | Salary(1) | | Bonus | | Stock
Awards(2) | | Non-Equity
Incentive Plan
Compensation(3) | | All Other
Compensation(4) | | Total | | | | | | | | | | Owen Kratz President and Chief Executive Officer | | 2017 2016 2015 | | $700,000 $700,000 $700,000 | | $-0- $-0- $-0- | | $4,529,973 $3,768,828 $3,447,755 | | $427,350 $-0- $-0- | | $-0- $9,641 $9,938 | | $5,657,323 $4,478,469 $4,157,693 | | | | | | | | | | Anthony Tripodo Former Executive Vice President and Senior Advisor | | 2017 2016 2015 | | $480,000 $480,000 $480,000 | | $-0- $-0- $-0- | | $1,108,281 $1,766,640 $1,616,119 | | $234,432 $-0- $-0- | | $-0- $1,189 $9,938 | | $1,822,713 $2,247,829 $2,106,057 | | | | | | | | | | Erik Staffeldt Senior Vice President and Chief Financial Officer | | 2017 | | $306,000 | | $50,000 | | $364,970 | | $78,941 | | $-0- | | $799,911 | | | | | | | | | | Scotty Sparks Executive Vice President and Chief Operating Officer | | 2017 2016 2015 | | $375,000 $370,769 $324,247 | | $-0- $-0- $-0- | | $1,307,794 $1,266,084 $ 269,338 | | $152,625 $-0- $-0- | | $-0- $-0- $-0- | | $1,835,419 $1,636,853 $ 593,585 | | | | | | | | | | Alisa B. Johnson Executive Vice President, General Counsel and Corporate Secretary | | 2017 2016 2015 | | $360,000 $360,000 $360,000 | | $-0- $-0- $-0- | | $1,277,385 $1,236,646 $1,131,312 | | $146,520 $-0- $-0- | | $-0- $4,370 $9,938 | | $1,783,905 $1,601,016 $1,501,250 |
| Name and Principal Position | Year | | Salary(1) | | Bonus | | Stock
Awards(2) | | Non-Equity
Incentive Plan
Compensation(3) | | All Other
Compensation(4) | | Total | Owen Kratz
President and Chief Executive Officer | 2022 | | $700,000 | | $-0- | | $4,249,038 | | $1,400,000 | | $7,625 | | $6,356,663 | | 2021 | | $700,000 | | $-0- | | $1,247,319 | | $929,670 | | $-0- | | $2,876,989 | | 2020 | | $597,917 | | $-0- | | $4,257,945 | | $472,500 | | $7,125 | | $5,335,487 | Scotty Sparks
Executive Vice President
and Chief Operating Officer | 2022 | | $460,000 | | $-0- | | $1,386,837 | | $611,800 | | $-0- | | $2,458,637 | | 2021 | | $460,000 | | $-0- | | $1,133,931 | | $407,284 | | $-0- | | $2,001,215 | | 2020 | | $433,167 | | $-0- | | $1,389,742 | | $207,000 | | $-0- | | $2,029,909 | Erik Staffeldt
Executive Vice President
and Chief Financial Officer | 2022 | | $440,000 | | $-0- | | $1,268,813 | | $585,200 | | $7,625 | | $2,301,638 | | 2021 | | $440,000 | | $-0- | | $1,020,536 | | $389,576 | | $-0- | | $1,850,112 | | 2020 | | $414,333 | | $-0- | | $1,271,467 | | $198,000 | | $7,125 | | $1,890,925 | Ken Neikirk
Executive Vice President, General Counsel and Corporate Secretary | 2022 | | $400,000 | | $-0- | | $944,230 | | $532,000 | | $7,625 | | $1,883,855 | | 2021 | | $400,000 | | $-0- | | $907,142 | | $454,660 | | $-0- | | $1,761,802 | | 2020 | | $339,000 | | $-0- | | $887,074 | | $261,000 | | $7,125 | | $1,494,199 |
| (1) | For 2015,2020, the salaries of Messrs. Sparks, Staffeldt and Neikirk were increased to $460,000, $440,000 and $360,000, respectively. The amounts shown reflect the prorated amounts for 2020 plus the voluntary temporary reductions taken by each named executive officer. The temporary reductions were effective from June 1, 2020 through December 31, 2020 in the amount of 25% for Mr. Kratz, and 10% for each of Messrs. Sparks, Staffeldt and Neikirk. For 2021, no salaries were increased except that whenfor Mr. Sparks became an executive officerNeikirk’s in Maythe amount of 2015, his salary was increased by $67,000.$40,000. For 2016,2022 no salaries were increased except that when Mr. Sparks was promoted to the position of Executive Vice President and Chief Operating Officer in February of 2016, his salary was increased by $25,000. For 2017, no salaries were increased except that when Mr. Staffeldt was promoted to the position of Senior Vice President and Chief Financial Officer in June of 2017, his salary was increased by $105,000. The numbers reflect these increasespro-rated for the applicable year.increased. |
| (2) | OurDuring the periods shown, long-term incentive program was structured such that the awarded value of restricted stock and RSUs (on the one hand) and PSUs (on the other) was identical, based on the quoted closing market price of $8.82$3.12 per share of our common stock on December 31, 20162021 for awards made in 2017, $5.26January 2022, $4.20 per share of our common stock on December 31, 20152020 for awards made in 2016January 2021, and $21.70 $9.63 per share of our common stock |
| 58 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
| on December 31, 20142019 for awards made in 2015. TheJanuary 2020. For 2020, the total grant valuevalues of long-term incentive awards to ourMessrs. Kratz and Sparks were increased. For 2020, the total grant value of the long-term incentive award to Mr. Neikirk was increased and changed from a time-vesting cash award in 2019 (as he was not made an executive officer until May 2019) to a long-term incentive award in the same form as other named executive officers didofficers. For 2021, the total grant values of long-term incentive awards to Messrs. Kratz, Sparks and Staffeldt were reduced by $2,500,000, $175,000 and $175,000, respectively, and the total grant value of the long-term incentive award to Mr. Neikirk was increased by $50,000. For 2022, the total grant values of long-term incentive awards to Messrs. Kratz, Sparks and Staffeldt were increased by $2,500,000, $175,000, and $175,000, respectively, and the total grant value of the long-term incentive award to Mr. Neikirk was not change forchanged. PSUs and RSUs granted in 2021 and 2022 are payable in either cash or shares of our common stock upon vesting at the years shown. discretion of the Compensation Committee. |
| The amounts shown in this column however, represent the grant date fair value of the restricted stock, RSU awards and PSU awards as calculated in accordance with the provisions of FASB ASC Topic 718 (as opposed to the awarded value of the grant). While the awarded value and the FASB ASC Topic 718 determined value for restricted stock awards and RSU awards are the same, the values for PSU awards are different. See the “Grant of Plan-Based Awards” table below for details of the 2017, 20162022, 2021 and 20152020 stock awards and the related grant date fair value. The value ultimately realized by each named executive officer may not be equal to the FASB ASC Topic 718 determined value. No stock options were granted in 2022, 2021 or 2020. |
No stock options were granted in 2017, 2016 or 2015. The value ultimately realized by each named executive officer may or may not be equal to the FASB ASC Topic 718 determined value.
| | | | | | | 44 | | Not included in the table are the payments made to our named executive officers upon the vesting of PSU awards. In January 2023, each of the following named executive officers received the following amounts in stock from their 2020 PSU awards, which were three-year cliff vesting, based on the quoted closing market price of $7.38 per share of our common stock on December 31, 2022: Mr. Kratz, $1,065,620; Mr. Sparks, $347,805; Mr. Staffeldt, $318,203; and Mr. Neikirk, $222,005. In January 2022, each of the following named executive officers received the following amounts in stock from their 2019 PSU awards, which were three-year cliff vesting, based on the quoted closing market price of $3.12 per share of our common stock on December 31, 2021: Mr. Kratz, $1,446,391; Mr. Sparks, $485,896; and Mr. Staffeldt, $485,896. In January 2021, each of the following named executive officers received the following amounts in stock from their 2018 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
| (3) | The amounts shown in this column reflect the payments made to each named executive officer (a) under Helix’s short-term incentive (bonus)STI programs for the applicable performance year that are paid in March of the following year and (b) pursuant toyear. In addition, the amounts shown in this column for Mr. Neikirk include cash payments under our long-term cash performanceincentive program for non-executive awards granted under our 2009 Plan or our 2005 Plan.in 2018 and 2019. Those amounts totaled $51,000 in 2022, $100,500 in 2021 and $99,000 in 2020. |
The short-term incentive (bonus) payments for 2017 were paid in March of 2018 as follows: Mr. Kratz, $427,350; Mr. Tripodo, $234,432; Mr. Staffeldt, $78,941; Mr. Sparks, $152,625; and Ms. Johnson, $146,520. In January of 2018, each of the following named executive officers received the following aggregate amounts in cash from their 2015 PSU awards, which were three-year cliff-vesting: Mr. Kratz, $277,973; Mr. Tripodo, $130,299; Mr. Staffeldt, $13,029; Mr. Sparks, $21,715; and Ms. Johnson $91,211.
Because the threshold level of adjusted EBITDA was not met, none of our executive officers were paid any short-term incentive (bonus) for 2015 and 2016. Because the closing price of our stock during the last 20 trading days of 2015 and 2016 fell below the required percentage of the base stock price for a payout of any long-term cash performance awards (50% for the 2011 award and 75% for the 2013 and 2014 awards), none of our executive officers received a payout from these awards after the 2015 and 2016 performance years. No long-term cash performance awards were issued in 2015, 2016 or 2017. In January of 2016, each of the following named executive officers received the following aggregate amounts in cash from their 2013 PSU awards, which were three-year cliff-vesting: Mr. Kratz, $95,566; Mr. Tripodo, $47,784; and Ms. Johnson $33,448. In January of 2017, each of the following named executive officers received the following aggregate amounts in cash from their 2014 PSU awards, which were three-year cliff-vesting: Mr. Kratz, $304,405; Mr. Tripodo, $142,690; and Ms. Johnson $99,878.
| (4) | The amounts in this column consist of matching contributions by Helix through our Employees’ 401(k) Savings Plan. Effective January 1, 2014, Helix matched 75%In 2020, Helix’s discretionary matching contributions were at the rate of 50% of an employee’spre-tax contributions up to 5% of the employee’s compensation, subject to contribution limits. As of March of 2016, Helix suspended its discretionary matching contributions for 2021. For 2022, Helix reinstated its discretionary matching contributions at the rate of 50% of an employee’s pre-tax contributions up to our employees’ 401(k) accounts for an indefinite period.5% of the employee’s compensation, subject to contribution limits. |
| Helix Energy Solutions Group, Inc. | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 20182023 Proxy Statement | | 4559 |
Executive Compensation Grant of Plan-Based Awards
The following table sets forth certain information with respect to grants of plan-based awards during the fiscal year ended December 31, 20172022 to each of our named executive officers: | | | | | | | | | | | | | | | | | | | | Name | | Grant
Date | | | Estimated Future
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
(Restricted
Stock)(3) | | Grant Date
Fair Value
of Stock
and
Options
Awarded(4) | | | | | Target Bonus Opportunity | | Threshold | | Target | | Maximum | | | | | Owen Kratz | | | | | | $1,050,000 | | 60,703 | | 181,406 | | 362,812 | | 181,406 | |
| $2,929,972
$1,600,001 |
| | | | 1/3/2017 | | | | | | | | | | | 1/3/2017 | | | | | | | | Anthony Tripodo | | | | | | $576,000 | | 42,517 | | 85,034 | | 170,068 | | 85,034 | |
| $1,074,830
$750,000 |
| | | | 1/3/2017 | | | | | | | | | | | 1/3/2017 | | | | | | | | Erik Staffeldt | | | | | | $193,550 | | 8,504 | | 17,007 | | 34,014 | | 17,007 | |
| $214,968
$150,002 |
| | | | 1/3/2017 | | | | | | | | | | | 1/3/2017 | | | | | | | | Scotty Sparks | | | | | | $375,000 | | 30,471 | | 60,941 | | 121,882 | | 60,941 | |
| $770,294
$537,500 |
| | | | 1/3/2017 | | | | | | | | | | | 1/3/2017 | | | | | | | | Alisa B. Johnson | | | | | | $360,000 | | 29,762 | | 59,524 | | 119,048 | | 59,524 | |
| $752,383
$525,002 |
| | | | 1/3/2017 | | | | | | | | | | | 1/3/2017 | | | | | | | |
| | | | | | | | | | | | | | | | | Name | | Grant
Date | | Estimated
Future Payouts
Under Non-Equity
Incentive Plan
Awards(1) | | Estimated Future Payouts Under
Equity Incentive Plan Awards
(PSUs)(2) | | All Other
Stock
Awards:
Number of
RSUs(3) | | Grant Date
Fair Value of
Stock and
Options
Awarded(4) | | | | | | Target STI
Opportunity | | Threshold | Target | Maximum | | | | | | Owen Kratz
President and Chief Executive Officer | | | | $ | 1,050,000 | | | | | | | | | | | | | | 1/4/2022 | | | | | 9,615 | 576,923 | 1,153,846 | | | | $ | 2,449,038 | | | | | 1/4/2022 | | | | | | | | | 576,923 | | $ | 1,800,000 | | | | Scotty Sparks
Executive Vice President and
Chief Operating Officer | | | | $ | 460,000 | | | | | | | | | | | | | | 1/4/2022 | | | | | 3,138 | 188,301 | 376,602 | | | | $ | 799,338 | | | | | 1/4/2022 | | | | | | | | | 188,301 | | $ | 587,499 | | | | Erik Staffeldt
Executive Vice President and
Chief Financial Officer | | | | $ | 440,000 | | | | | | | | | | | | | | 1/4/2022 | | | | | 2,871 | 172,276 | 344,552 | | | | $ | 731,312 | | | | | 1/4/2022 | | | | | | | | | 172,276 | | $ | 537,501 | | | | Ken Neikirk
Executive Vice President,
General Counsel and
Corporate Secretary | | | | $ | 400,000 | | | | | | | | | | | | | | 1/4/2022 | | | | | 2,137 | 128,205 | 256,410 | | | | $ | 544,230 | | | | | 1/4/2022 | | | | | | | | | 128,205 | | $ | 400,000 | |
| (1) | This column shows the target amount of cash payable to theour named executive officers under our 2017 short-term incentive (bonus)2022 STI program. For more information regarding our short-term incentive (bonus) programs,STI program, including the performance targets used for 2017,2022, see “Compensation DisclosureDiscussion and Analysis – 20172022 Executive Compensation Components – Short-Term Cash Incentive (Bonus) Program.” |
| (2) | The amounts in theseThese columns representshow the estimated units payable (in stock or cash) with respect to the 20172022 PSU awards made under theour 2005 Long Term Incentive Plan. The 2022 PSU award isawards are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee, and are subject to a three-year cliff-vesting period. The number of units earned is contingent on Helix’s performance in terms of TSR relativeand Free Cash Flow. For the TSR portion, the TSR performance threshold is the 25th percentile of the 2022 Performance Peer Group (the attainment below which will yield a payout equal to that0%), performance target level is a TSR at the 55th percentile (the attainment of our peer group over that period. The threshold amount represents the units that would be earned if our performance is in the second-lowest quintilewhich will yield a payout equal to 100% or “target”), and the maximum amount representsperformance level is a TSR at or above the units that would be earned if our80th percentile (the attainment of which will yield a payout equal to 200%). Payout for TSR performance between these percentiles is calculated by linear interpolation. For the Free Cash Flow portion, in the uppermost quintile. If ourevent Helix does not generate a cumulative positive Free Cash Flow during the three-year performance is in the lowest quintile,period, no payout will be receivedmade. In the event Helix generates a cumulative positive Free Cash Flow during the performance period, payout will be earned between (x) 100% for greater than $0 and (y) 200% for $25 million and above. Payout for Free Cash Flow performance between these amounts is calculated by linear interpolation. The threshold column shows the named executive officers.minimum attainment that would generate a payout, which would be comprised of TSR at the 26th percentile and no cumulative positive Free Cash Flow. For more information regarding the PSU awards, see “Compensation.“Compensation, Discussion and Analysis – 20172022 Executive Compensation Components – 20172022 PSU Awards.” Pursuant to his 2017 PSU Award Agreement, due to his retirement effective as of December 31, 2017 Mr. Tripodo will only vest in the number of units equal to the units originally granted multiplied by a fraction the numerator of which is the number of full months he was employed during the three year performance period and the denominator of which is 36. With respect to Mr. Tripodo’s 2017 PSU award, the number of units that can vest is 28,345 out of the 85,034 originally granted. |
| (3) | This column shows the number of time-vested restricted sharestime-vesting RSUs granted in 20172022 to the named executive officers under our 2005 Long Term Incentive Plan. RSUs granted in 2022 are payable in either cash or shares of our common stock upon vesting at the 2005 Plan.discretion of the Compensation Committee. |
| (4) | This column representsshows the grant date fair value of the time-vestedtime-vesting PSU awards and restricted stockRSU awards. No options were granted by Helix in 20172022 and no options are currently outstanding. Our 2022 long-term incentive program was structured such that the awarded value of restricted stockPSUs and PSUsRSUs was identical, based on the quoted closing market price of $8.82$3.12 per share of our common stock on December 31, 2016.2021. The amounts shown in this column, however, represent the grant date fair value of PSU and RSU awards as calculated in accordance with the provisions of FASB ASC Topic 718 (as opposed to the awarded value of the grant). While the awarded value and the FASB ASC Topic 718 determined value for RSU awards are the same, the values for PSU awards are different. |
| 60 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
Executive Compensation The following table sets forth certain information with respect to the restricted stock, RSUs and PSUs granted during or for the fiscal years ended December 31, 2022, 2021 and 2020 to each of our named executive officers: | Name and Principal Position | | Grant
Date | | Approval
Date | | All Other Stock
Awards: Number
of Shares of
Stock or Units | | Grant Date Fair
Market Value of
Stock Awards(4) | | | Owen Kratz
President and Chief Executive Officer | | 1/4/2022 | | 12/8/2021 | | 576,923(1) | | $2,449,038 | | | | 1/4/2022 | | 12/8/2021 | | 576,923(2) | | $1,800,000 | | | | 1/4/2021 | | 12/10/2020 | | 130,952(1) | | $697,319 | | | | 1/1/2021 | | 12/10/2020 | | 130,952(2) | | $550,000 | | | | 1/2/2020 | | 12/11/2019 | | 186,916(1) | | $2,457,945 | | | | 1/2/2020 | | 12/11/2019 | | 186,916(3) | | $1,800,000 | | | Scotty Sparks
Executive Vice President and Chief Operating Officer | | 1/4/2022 | | 12/8/2021 | | 188,301(1) | | $799,338 | | | | 1/4/2022 | | 12/8/2021 | | 188,301(2) | | $587,499 | | | | 1/4/2021 | | 12/10/2020 | | 119,048(1) | | $633,931 | | | | 1/1/2021 | | 12/10/2020 | | 119,048(2) | | $500,000 | | | | 1/2/2020 | | 12/11/2019 | | 61,007(1) | | $802,242 | | | | 1/2/2020 | | 12/11/2019 | | 61,007(3) | | $587,500 | | | Erik Staffeldt
Executive Vice President and Chief Financial Officer | | 1/4/2022 | | 12/8/2021 | | 172,276(1) | | $731,312 | | | | 1/4/2022 | | 12/8/2021 | | 172,276(2) | | $537,501 | | | | 1/4/2021 | | 12/10/2020 | | 107,143(1) | | $570,536 | | | | 1/1/2021 | | 12/10/2020 | | 107,143(2) | | $450,000 | | | | 1/2/2020 | | 12/11/2019 | | 55,815(1) | | $733,967 | | | | 1/2/2020 | | 12/11/2019 | | 55,815(3) | | $537,500 | | | Ken Neikirk
Executive Vice President, General Counsel
and Corporate Secretary | | 1/4/2022 | | 12/8/2021 | | 128,205(1) | | $544,230 | | | | 1/4/2022 | | 12/8/2021 | | 128,205(2) | | $400,000 | | | | 1/4/2021 | | 12/10/2020 | | 95,238(1) | | $507,142 | | | | 1/1/2021 | | 12/10/2020 | | 95,238(2) | | $400,000 | | | | 1/2/2020 | | 12/11/2019 | | 38,941(1) | | $512,074 | | | | 1/2/2020 | | 12/11/2019 | | 38,941(3) | | $375,000 | |
| (1) | This is the number of PSUs awarded to each named executive officer in 2022, 2021 and 2020. These awards cliff vest after a three-year period and each of the named executive officers has the ability to earn up to 200% of the amount of the award. The 2020 PSU awards are based on Helix’s TSR in comparison to its performance peer group identified in the relevant PSU award agreement. The 2021 and 2022 PSU awards are based in equal parts on Helix’s (a) TSR in comparison to its performance peer group identified in the relevant PSU award agreement and (b) generation of Free Cash Flow and are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
| (2) | This is a time-vesting RSU award. The 2021 and 2022 awards vest ratably on an annual basis over a three-year period on each anniversary of the grant date and are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
| (3) | This is a time-vesting restricted stock award. The 2020 awards vest ratably on an annual basis over a three-year period on each anniversary of the grant date. |
| (4) | During the periods shown, long-term incentive program was structured such that the awarded value of PSUs (on the one hand) and RSUs and restricted stock (on the other) was identical, based on the quoted closing market price of $3.12 per share of our common stock on December 31, 2021 for awards made in January 2022, $4.20 per share of our common stock on December 31, 2020 for awards made in January 2021, and $9.63 per share of our common stock on December 31, 2019 for awards made in January 2020. The amounts shown in this column, however, represent the grant date fair value of the restricted stock and PSU awards, asRSU awards and restricted stock calculated in accordance with the provisions of FASB ASC Topic 718 (as opposed to the awarded value of the grant). While the awarded value and the FASB ASC Topic 718 determined value for restricted stock awards and RSUs are the same, the values for PSU awards are different. |
| Helix Energy Solutions Group, Inc. | | | | | | 46 | | 20182023 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
Executive Compensation | | | | | | | | | | | Name and Principal Position | | Grant Date | | | Approval Date | | All Other Stock Awards:
Number of Shares
of Stock or Units
| | Grant Date Fair
Market Value of
Stock Awards(3) | Owen Kratz
President and
Chief Executive Officer
| |
| 1/3/2017
1/3/2017
1/4/2016
1/4/2016
1/2/2015
1/2/2015
|
| | 12/1/2016
12/1/2016
12/3/2015
12/3/2015
12/4/2014
12/4/2014
| | 181,406(1)
181,406(2)
304,183(1)
304,183(2)
73,733(1)
73,733(2)
| | $2,929,972
$1,600,001
$2,168,825
$1,600,003
$1,847,749
$1,600,006
| Anthony Tripodo(4)
Former Executive
Vice President and
Senior Advisor
| |
| 1/3/2017
1/3/2017
1/4/2016
1/4/2016
1/2/2015
1/2/2015
|
| | 12/1/2016
12/1/2016
12/3/2015
12/3/2015
12/4/2014
12/4/2014
| | 85,034(1)
85,034(2)
142,586(1)
142,586(2)
34,562(1)
34,562(2)
| | $1,074,830
$ 750,000
$1,016,638
$ 750,002
$ 866,124
$ 749,995
| Erik Staffeldt
Senior Vice President and
Chief Financial Officer
| |
| 1/3/2017
1/3/2017
|
| | 12/1/2016
12/1/2016
| | 17,007(1)
17,007(2)
| | $ 214,968
$ 150,002
| Scotty Sparks
Executive Vice President and
Chief Operating Officer
| |
| 1/3/2017
1/3/2017
1/4/2016
1/4/2016
1/2/2015
1/2/2015
|
| | 12/1/2016
12/1/2016
12/3/2015
12/3/2015
12/4/2014
12/4/2014
| | 60,941(1)
60,941(2)
102,186(1)
102,186(2)
5,760(1)
5,760(2)
| | $ 770,294
$ 537,500
$ 728,586
$ 537,498
$ 144,346
$ 124,992
| Alisa B. Johnson
Executive Vice President,
General Counsel and
Corporate Secretary
| |
| 1/3/2017
1/3/2017
1/4/2016
1/4/2016
1/2/2015
1/2/2015
|
| | 12/1/2016
12/1/2016
12/3/2015
12/3/2015
12/4/2014
12/4/2014
| | 59,524(1)
59,524(2)
99,810(1)
99,810(2)
24,194(1)
24,194(2)
| | $ 752,383
$ 525,002
$ 711,645
$ 525,001
$ 606,302
$ 525,010
|
(1) | This is the number of PSUs awarded to each named executive officer in 2017, 2016 and 2015. These awards cliff vest after a three-year period and each of the named executive officers has the ability to earn up to 200% of the amount of the award based on Helix’s TSR in comparison to its peer group. |
(2) | This is a time-vested restricted stock award. The 2017, 2016 and 2015 awards vest ratably on an annual basis over a three-year period on each anniversary of the grant date. |
(3) | Our long-term incentive program was structured such that the awarded value of restricted stock and PSUs was identical, based on the quoted closing market price of $8.82 per share of our common stock on December 31, 2016 for awards made on January 3, 2017, $5.26 per share of our common stock on December 31, 2015 for awards made on January 4, and 2016, $21.70 per share of our common stock on December 31, 2014 for awards made on January 2, 2015. The amounts shown in this column, however, represent the grant date fair value of the restricted stock and PSU awards as calculated in accordance with the provisions of FASB ASC Topic 718 (as opposed to the awarded value of the grant). While the awarded value and the FASB ASC Topic 718 determined value for restricted stock awards are the same, the values for PSU awards are different. |
(4) | Due to Mr. Tripodo’s retirement effective as of December 31, 2017, the Compensation Committee accelerated the vesting of his 191,613 shares of restricted stock. Pursuant to his 2016 and 2017 PSU Award Agreements, he will only vest in the number of units equal to the units originally granted multiplied by a fraction the numerator of which is the number of full months he was employed during the three year performance period and the denominator of which is 36. With respect to Mr. Tripodo’s 2016 PSU award, the number of units that can vest is 95,057 out of the 142,586 originally granted. With respect to Mr. Tripodo’s 2017 PSU award, the number of units that can vest is 28,345 out of the 85,034 originally granted. |
| | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 2018 Proxy Statement | | 47 |
Outstanding Equity Awards as of December 31, 2017
2022 The following table includes certain information with respect to the value as of December 31, 20172022 of all unvested restricted stock, RSU and PSU awards outstanding for each of theour named executive officers. | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Stock Awards(1) | | | Number of Shares
or Units of Stock
That Have Not
Vested(2) | | Market Value of Shares or Units of Stock That Have
Not Vested(3)(4) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(5) | | Equity Incentive Plan
Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3)(4) | Owen Kratz President and Chief Executive Officer | | |
| 24,578
202,789 181,406 | (6)
(8) (10) | | |
| $185,318
$1,529,029 $1,367,801 |
| | |
| 73,733
304,183 181,406 | (7)
(9) (11) | | |
| $555,947
$2,293,540 $1,367,801 |
| Anthony Tripodo(12) Former EVP and Senior Advisor | | | | | -0- | | | | -0- | | | |
| 34,562
142,586 85,034 | (7)
(9) (11) | | |
| $260,597
$1,075,098 $641,156 |
| Erik Staffeldt Senior Vice President and Chief Financial Officer | | |
| 1,152
15,843 17,007 | (6)
(8) (10) | | |
| $8,686
$119,456 $128,233 |
| | |
| 3,456
23,764 17,007 | (7)
(9) (11) | | |
| $26,058
$179,181 $128,233 |
| Scotty Sparks Executive Vice President and Chief Operating Officer | | |
| 1,920
68,124 60,941 | (6)
(8) (10) | | |
| $14,477
$513,655 $459,495 |
| | |
| 5,760
102,186 60,941 | (7)
(9) (11) | | |
| $43,430
$770,482 $459,495 |
| Alisa B. Johnson Executive Vice President, General Counsel and Corporate Secretary | | |
| 8,065
66,540 59,524 | (6)
(8) (10) | | |
| $60,810
$501,712 $448,811 |
| | |
| 24,194
99,810 59,524 | (7)
(9) (11) | | |
| $182,423
$752,567 $448,811 |
|
| | Name and Principal Position | Stock Awards(1) | | | | | Number of
Shares or
Units of Stock
That Have Not
Vested(2) | | Market Value
of Shares or
Units of Stock
That Have Not
Vested(3)(4) | | Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other Rights
That Have Not
Vested(5) | | Equity Incentive
Plan Awards: Market
or Payout Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested(3)(4) | | | | Owen Kratz
President and Chief Executive Officer | | 62,306(6) | | $459,818 | | 186,916(7) | | $1,379,440 | | | | | 87,302(8) | | $644,289 | | 130,952(9) | | $966,426 | | | | | 576,923(10) | | $4,257,692 | | 576,923(11) | | $4,257,692 | | | | Scotty Sparks
Executive Vice President and
Chief Operating Officer | | 20,336(6) | | $150,080 | | 61,007(7) | | $450,232 | | | | | 79,366(8) | | $585,721 | | 119,048(9) | | $878,574 | | | | | 188,301(10) | | $1,389,661 | | 188,301(11) | | $1,389,661 | | | | Erik Staffeldt
Executive Vice President and
Chief Financial Officer | | 18,605(6) | | $137,305 | | 55,815(7) | | $411,915 | | | | | 71,429(8) | | $527,146 | | 107,143(9) | | $790,715 | | | | | 172,276(10) | | $1,271,397 | | 172,276(11) | | $1,271,397 | | | | Ken Neikirk
Executive Vice President, General Counsel
and Corporate Secretary | | 12,981(6) | | $95,800 | | 38,941(7) | | $287,385 | | | | | 63,492(8) | | $468,571 | | 95,238(9) | | $702,856 | | | | | 128,205(10) | | $946,153 | | 128,205(11) | | $946,153 | |
| (1) | No options were granted by Helix in 20172022 and no options are currently outstanding. |
| (2) | The numbers in this column represent unvested shares of restricted stock and RSUs as of December 31, 2017.2022. RSUs granted in 2022 and 2021 are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
| (3) | The fair market value is calculated as the product of the closing price on the last business day of 2017,2022, which was $7.54$7.38 per share, and the number of unvested shares.shares or units. |
| (4) | Helix has not paid dividends on its common stock and, as such, no dividends have been madepaid with respect to any outstanding equity awards. |
| (5) | The numbers in this column represent unvested PSUs as of December 31, 2017.2022. PSUs granted in 2022 and 2021 are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
| (6) | Restricted shares granted on January 2, 2015,2020, which vest ratably on an annual basis over a three-year period. | | (7) PSUs granted on January 2, 2020, for which the performance period ended on December 31, 2022. | (8) RSUs granted on January 1, 2021, which vest ratably on an annual basis over a three-year period beginning January 2, 2016.and are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
(7) | (9) PSUs granted on January 2, 2015,4, 2021, for which the performance period ends on December 31, 2017.2023 and are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
(8) | Restricted shares(10) RSUs granted on January 4, 2016,2022, which vest ratably on an annual basis over a three-year period beginning January 4, 2017.and are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
(9) | (11) PSUs granted on January 4, 2016,2022 for which the performance period ends on December 31, 2018. |
(10) | Restricted2024 and are payable in either cash or shares granted on January 3, 2017, which vest ratably on an annual basis over a three-year period beginning January 3, 2018. |
(11) | PSUs granted on January 3, 2017, for whichof our common stock upon vesting at the performance period ends on December 31, 2019. |
(12) | Due to Mr. Tripodo’s retirement effective asdiscretion of December 31, 2017, the Compensation Committee accelerated the vesting of his 191,613 shares of restricted stock. Pursuant to his 2016 and 2017 PSU Award Agreements, he will only vest in the number of units equal to the units originally granted multiplied by a fraction the numerator of which is the number of full months he was employed during the three year performance period and the denominator of which is 36. With respect to Mr. Tripodo’s 2016 PSU award, the number of units that can vest is 95,057 out of the 142,586 originally granted. With respect to Mr. Tripodo’s 2017 PSU award, the number of units that can vest is 28,345 out of the 85,034 originally granted.Committee. |
| 62 | 2023 Proxy Statement | | | | | | 48 Helix Energy Solutions Group, Inc. | | 2018 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
Executive Compensation Option Exercises and Stock Vested for Fiscal Year 2017
2022 The following table includes certain information with respect to the options exercised by the named executive officers and with respect to restricted stock and RSUs vesting for sucheach of our named executive officers during the year ended December 31, 2017.2022. | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | Name and Principal Position | | Number of Shares
Acquired on Exercise | | Value Realized
on Exercise | | Number of Shares
Acquired on
Vesting | | Value Realized
on Vesting | Owen Kratz President and Chief Executive Officer | | | | -0- | | | | | $-0- | | | | | 137,477 | | | | | $1,267,300 | | Anthony Tripodo Former Executive Vice President and Senior Advisor | | | | -0- | | | | | $-0- | | | | | 256,055 | (1) | | | | $2,038,806 | | Erik Staffeldt Senior Vice President and Chief Financial Officer | | | | -0- | | | | | $-0- | | | | | 9,073 | | | | | $84,301 | | Scotty Sparks Executive Vice President and Chief Operating Officer | | | | -0- | | | | | $-0- | | | | | 35,982 | | | | | $335,755 | | Alisa B. Johnson Executive Vice President, General Counsel and Corporate Secretary | | | | -0- | | | | | $-0- | | | | | 45,110 | | | | | $415,836 | |
(1) | In conjunction with Mr. Tripodo’s retirement effective as of December 31, 2017, the Compensation Committee accelerated the vesting of his 191,613 shares of restricted stock. |
| | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 2018 Proxy Statement | | 49 |
| | Name and Principal Position | | Option Awards | | Stock Awards | | | | | Number of
Shares Acquired
on Exercise | | Value Realized
on Exercise | | Number of
Shares Acquired
on Vesting | | Value Realized
on Vesting | | | | Owen Kratz
President and Chief Executive Officer | | -0- | | $-0- | | 204,538 | | $638,159 | | | | Scotty Sparks
Executive Vice President and Chief Operating Officer | | -0- | | $-0- | | 93,136 | | $290,584 | | | | Erik Staffeldt
Executive Vice President and Chief Financial Officer | | -0- | | $-0- | | 87,437 | | $272,803 | | | | Ken Neikirk
Executive Vice President, General Counsel
and Corporate Secretary | | -0- | | $-0- | | 44,726 | | $139,545 | |
All Other Compensation
The following table includes certain information with respect to all other compensation received by theeach of our named executive officers during the years ended December 31, 2017, 20162022, 2021 and 2015.2020. | | | | | | | | | | Name | | Year | | Helix Contributions to Retirement and 401(k) Plans(1) | | Severance Payments/ Accruals | | Total | Owen Kratz President and Chief Executive Officer | | 2017 2016 2015 | | $-0- $9,641 $9,938 | | $-0- $-0- $-0- | | $-0- $9,641 $9,938 | Anthony Tripodo Former Executive Vice President and Senior Advisor | | 2017 2016 2015 | | $-0- $1,189 $9,938 | | $-0- $-0- $-0- | | $-0- $1,189 $9,938 | Erik Staffeldt Senior Vice President and Chief Financial Officer | | 2017 | | $-0- | | $-0- | | $-0- | Scotty Sparks Executive Vice President and Chief Operating Officer | | 2017 2016 2015 | | $-0- $-0- $-0- | | $-0- $-0- $-0- | | $-0- $-0- $-0- | Alisa B. Johnson Executive Vice President, General Counsel and Corporate Secretary | | 2017 2016 2015 | | $-0- $4,370 $9,938 | | $-0- $-0- $-0- | | $-0- $4,370 $9,938 |
| | Name | | Year | | Helix Contributions to
Retirement and
401(k) Plans(1) | | Severance Payments/
Accruals | | Total | | | | Owen Kratz
President and Chief Executive Officer | | 2022 | | $7,625 | | $-0- | | $7,625 | | | | | 2021 | | $-0- | | $-0- | | $-0- | | | | | 2020 | | $7,125 | | $-0- | | $7,125 | | | | Scotty Sparks
Executive Vice President and Chief Operating Officer | | 2022 | | $-0- | | $-0- | | $-0- | | | | | 2021 | | $-0- | | $-0- | | $-0- | | | | | 2020 | | $-0- | | $-0- | | $-0- | | | | Erik Staffeldt
Executive Vice President and Chief Financial Officer | | 2022 | | $7,625 | | $-0- | | $7,625 | | | | | 2021 | | $-0- | | $-0- | | $-0- | | | | | 2020 | | $7,125 | | $-0- | | $7,125 | | | | Ken Neikirk
Executive Vice President, General Counsel
and Corporate Secretary | | 2022 | | $7,625 | | $-0- | | $7,625 | | | | | 2021 | | $-0- | | $-0- | | $-0- | | | | | 2020 | | $7,125 | | $-0- | | $7,125 | |
| (1) | The amounts in this column consist of matching contributions by Helix through our Employees’ 401(k) Savings Plan. Effective January 1, 2014, Helix matched 75%In 2020, Helix’s discretionary matching contributions were at the rate of 50% of an employee’spre-tax contributions up to 5% of the employee’s compensation, subject to contribution limits, which were $9,938limits. Helix suspended its discretionary matching contributions for each of the named executive officers in 2016 and 2015.2021. Mr. Sparks does not participate in theour 401(k) plan. As of March of 2016,For 2022, Helix suspendedreinstated its discretionary matching contributions at the rate of 50% of an employee’s pre-tax contributions up to our employees’ 401(k) accounts for an indefinite period. | 5% of the employee’s compensation, subject to contribution limits. |
| Helix Energy Solutions Group, Inc. | | | | | | 50 | | 20182023 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
Executive Compensation Employment Agreements and Change in Control Provisions
Each of our named executive officers has an employment agreement with Helix. Our employment agreements are a component of our overall employment arrangements and as such have the same primary objectives as our compensation program – to be sufficiently competitive to attract and retain executive officers. Payments to be made to any named executive officer under his or her employment agreement as a result of retirement, death, disability, termination for cause, termination by the executive for good reason, involuntary termination by Helix without cause or upon a change in control are based on such named executive officer’s employment agreement.agreement (or an applicable equity or equity-based award agreement). We have historically entered into employment agreements with executive officers contemporaneously with either the executive officer’s initial hiring by us or his or her promotion to an executive officer position. In order to provide consistency among our executive officers, we generally continue to use the same form of employment agreement for multiple years; however, more recently elected executive officers such as Mr.Messrs. Sparks, Staffeldt and Mr. StaffeldtNeikirk do not have a“gross-up” “gross-up” provision for excise taxes in their employment agreements. The form of employment agreement is reviewed by our management and by the Compensation Committee’s independent compensation consultant to determine whether its provisions are consistent with the employment agreements of our benchmarking peer group. The form of employment agreement is reviewed and approved by the Compensation Committee, both for use as a form and also with respect to the specific terms applicable to each of our executive officers.officer. Although we believe that each company in our benchmarking peer group understandably has forms of employment agreements that are different from ours, including with respect to specific severance payment provisions, we believe key employment contract provisions covering our executive officers remain in line with market practice and provide terms designed to attract and retain executive officers. Pursuant to his employment agreement, Mr. Kratz is entitled to receive a base annual salary, participate in the annual short-term cash incentive (bonus)STI program, participate in the long-term incentive program and participate in all other employee benefit plans made available to Helix’s executive officers. The other named executive officers’ employment agreements have similar terms involving salary, bonus,STI, long-term incentives and benefits (with amounts that vary according to their responsibilities)positions). The following information and the table below labeled “Potential Payments upon Certain Events Including Termination after a Change in Control” set forth the amount of payments to each of the named executive officers under certain circumstances, and describe certain other provisions of their respective employment agreements. The following assumptions and general principles apply withWith respect to the following information and table: The amounts shown with respect to any termination assume thattable, the named executive officer’s employment was terminated on December 31, 2017. Accordingly, the table reflects amounts payable, some of which are estimates based on available information, to the named executive officer upon the occurrence of a termination after a change in control.
Each of the named executive officers is entitled to receive amounts earned prior to his or her termination regardless of the manner in which the named executive officer is terminated. In addition, he or she would be entitled to receive any amounts accruedfollowing assumptions and vested under our retirement and savings programs. These amounts are not shown in the table or otherwise discussed.
| • | The amounts shown with respect to any termination assume that the named executive officer’s employment was terminated on December 31, 2022. Accordingly, the table reflects amounts payable, some of which are estimates based on available information, to the named executive officer upon the occurrence of a termination after a change in control. |
| • | Each named executive officer is entitled to receive amounts earned prior to his termination regardless of the manner in which he is terminated. In addition, he would be entitled to receive any amounts accrued and vested under our retirement and savings programs. These amounts are not shown in the table or otherwise discussed. |
Non-Compete Provision Non-Compete Provision
Each named executive officer’s employment agreement provides, among other things, that during the term of the named executive officer’s employment and for a period of one year after the termination of the executive officer’shis employment with us for any reason, the named executive officer shall not engage in the business of providingconception, design, development, production, marketing or servicing in the offshore energy or energy construction services in the Gulf of Mexico or the oil and gas exploration and production business in the Gulf of Mexico or other fields in which Helix may own an interest.industry. Each named executive officer also agrees not to solicit any customers with whom he or
she has had contact or any of our employees for a period of one year after the termination of suchthe named executive officer’s employment with us for any reason.
| 64 | 2023 Proxy Statement | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 2018 Proxy Statement | | 51 |
Executive Compensation Termination for Cause or as a Result of Death, Disability or Retirement Pursuant to thehis employment agreements between us and ouragreement, if a named executive officers, if an executive officer is terminated by us for cause or“Cause” (as defined in his employment agreement), then the named executive officer resigns without “Good Reason,” as defined in his or her employment agreement, then the executive officer hasshall have no further rights under thesuch agreement except to receive base salary for periods prior to the termination and any unpaid cash bonusSTI earned for the prior year. In the event of termination due to the death, disability or retirement of the named executive officer, we are obligated to pay to the named executive officer’sofficer, his estate or other designated party, the named executive officer’s salary through the date of his or her termination plus any unpaid cash bonusSTI earned for the previousprior year and the cash bonusSTI earned for the year of termination in an amount equal to a prorated portion of the bonusSTI for the period priorup to the date of termination. Any prorated bonusSTI will be paid on the same date as the bonusSTI is paid to the other participants (but no later than March 15 of the following year). In the event a named executive officer becomes disabled, the named executive officer remains eligible to receive the compensation and benefits set forth in his or her employment agreement until his or her termination (a period of at least six months and up to twelve months). Termination by the Executive Officer In the event a named executive officer terminates his or her employment without “Good Reason,”Reason” (as defined in his employment agreement), upon 30 days’ written notice, pursuant to his or her employment agreement, the named executive officer remains our employee for 30 days and remains subject to, and receives the benefit of, the employment agreement during that time. The named executive officer shall have no further rights under such agreement except to receive base salary for periods prior to the termination and any unpaid STI for the prior year. In the event the named executive officer terminates his or her employment with “Good Reason,” then the named executive officer is entitled to receive an amount equal to the factor set forth below times the named executive officer’s base salary for the year in which the termination occurs. With respect to each named executive officer, other than Mr. Tripodo, all equity-based incentive awards that would have vested in accordance with their terms within 12 months of the termination automatically vest. Mr. Tripodo is not entitled to any additional vesting of his equity-based incentive awards. The named executive officer also is entitled to receive any unpaid cash bonusSTI earned for the precedingprior year, paid on the same date as the bonusSTI is paid to the other participants (but no later than March 15 of the year of termination), and the full amount of his or her target bonusSTI for the year of the termination, paid aton the same time bonuses aredate as the STI is paid to the other participants assuming(assuming such a bonusan STI is paid, but no later than March 15 of the following year.year). The salary multiple is two times for each named executive officer is set forth below:Mr. Kratz and one time for Messrs. Sparks, Staffeldt and Neikirk.
By Helix | | | • Owen Kratz
| | 2 times | • Anthony Tripodo
| | 2 times | • Erik Staffeldt
| | 1 times | • Scotty Sparks
| | 1 times | • Alisa B. Johnson
| | 1 times |
Involuntary Termination by Helix
In the event we terminate the employment of a named executive officer for any other reason (other than for “Good Cause”“Cause” or upon the death, disability or retirement of the named executive officer), then pursuant to his or her employment agreement the named executive officer is entitled to receive an amount equal to the factor set forth below times the named executive officer’s base salary for the year in which the termination occurs. With respect to each named executive officer, other than Mr. Tripodo, all equity-based incentive awards that would have vested in accordance with itstheir terms within 12 months of the termination automatically vest. Mr. Tripodo is not entitled to any additional vesting of his equity-based incentive awards. The named executive officer also is entitled to receive any unpaid cash bonusSTI earned for the precedingprior year, paid no later than March 15 of the year of termination, and the full amount of his or her target bonusSTI for the year of the termination, paid aton the same time bonuses aredate as the STI is paid to the other participants, assuming such a bonusan STI is paid but(but no later than March 15 of the following year.year). The salary multiple is two times for each named executive officer is set forth below:Mr. Kratz and one time for Messrs. Sparks, Staffeldt and Neikirk. | | | • Owen Kratz
| | 2 times | • Anthony Tripodo
| | 2 times | • Erik Staffeldt
| | 1 times | • Scotty Sparks
| | 1 times | • Alisa B. Johnson
| | 1 times |
In addition, in the event of the termination of any named executive officer for any reason, including involuntary termination, the Compensation Committee has the discretion to determine the amount and timing of any severance payments and benefits that willmay be offered to the named executive officer. In making that determination, the Compensation Committee takes into consideration the terms of the employment agreement of the named executive officer.officer’s employment agreement. The determination historically has historically been based in part on the named executive | | | | | | | 52 | | 2018 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
officer’s rights under his or her employment agreement as well as any other factors the Compensation Committee deems to be relevant. Moreover, the determination would depend on a variety of circumstances and factors that cannot be fully anticipated. The Compensation Committee has been deliberative in the evaluation and determination of severance benefits currently included in the named executive officers’ employment agreements and any deviations therefrom are intended to be rare.
| Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | 65 |
Executive Compensation Change in Control ProvisionProvisions With respect to each named executive officer except Mr. Tripodo, pursuantPursuant to the terms of his or hereach named executive officer’s employment agreement, if a named executive officer terminates his or her employment for “Good Reason” or is terminated by us without “Cause” within atwo-year period following a “Change in Control,” (1) the named executive officer is entitled to receive a lump sum payment in an amount equal to the multiple set forthdescribed below times the named executive officer’s aggregate annual cash compensation (defined as his or her current salary plus cash bonusSTI target), (2) all restricted stock and other equity-based awards held by the named executive officer under the 2005 Plan and the 2009 Plan, would immediately vest, and (3) the named executive officer is entitled to receive a lump sum payment equal to the cost of continuation of health coverage under COBRA for 18 months. For Messrs.The salary multiple is 2.99 times for Mr. Kratz and Tripodotwo times for Messrs. Sparks, Staffeldt and Ms. Johnson, the agreements provideNeikirk.
Mr. Kratz’s employment agreement provides that if any payment to the named executive officer is subject to any excise tax under Internal Revenue Code Section 4999, a“gross-up” “gross-up” payment would be made to place the executive officerMr. Kratz in the same netafter-tax position as would have been the case if no excise tax had been payable. The employment agreements forwith Messrs. Sparks, Staffeldt and SparksNeikirk do not contain any“gross-up” protections with respect to excise tax. Prior to his retirement at the end of 2017, Mr. Tripodo would have received under his employment agreement the same benefits described above upon a “Change in Control” whether or not his employment is terminated.tax “gross-up” protections. | | | • Owen Kratz
| | 2.99 times | • Anthony Tripodo
| | 2 times | • Erik Staffeldt
| | 2 times | • Scotty Sparks
| | 2 times | • Alisa B. Johnson
| | 2 times |
For purposes of the employment agreements, “Change in Control” is defined as (1) one person or group acquiring stock that gives that person or group control of more than 50% of the value or voting power of Helix, (2) during any12-month period, any person or group obtaining 45% or more of the voting power of Helix, or a majority of the Board being replaced by persons not endorsed by a majority of the existingthen-existing Board, or (3) a change in ownership of a substantial portion of the assets of Helix during any12-month period. “Cause” means embezzlement or theft, breach of a material provision of the employment agreement, any act constituting a felony or otherwise involving theft, fraud, gross dishonesty or moral turpitude, negligence or willful misconduct, any breach of the named executive officer’s fiduciary obligations, a material violation of our policies or procedures or any chemical dependence that adversely affects the performance of the named executive officer. “Good Reason” means the material diminution of the named executive officer’s base salary, material diminution of his or her authority, duties or responsibilities, a material change in the named executive officer’s reporting relationship, a material change in the geographic location at which the named executive officer must perform his or her duties, or any action that would constitute a material breach of the employment agreement by Helix.
| 66 | 2023 Proxy Statement | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 2018 Proxy Statement | | 53 |
Executive Compensation Potential Payments upon Certain Events Including Termination after a Change in Control TheOur named executive officers would have been eligible to receive the payments set forth below if (a) their employment had been terminated as of December 31, 20172022 for reasons other than a Change in Control or (b) a Change in Control had occurred within three months of the end of 2017:2022:
| | | | O. Kratz | | S. Sparks | | E. Staffeldt | | K. Neikirk | | | | Normal and Early Retirement(1) | | | | | | | | | | | | | | | 2022 annual cash incentive compensation(2) | $ | 1,400,000 | | $ | -0- | | $ | -0- | | $ | -0- | | | | Total | $ | 1,400,000 | | $ | -0- | | $ | -0- | | $ | -0- | | | | Death(1) | | | | | | | | | | | | | | | 2022 annual cash incentive compensation(2) | $ | 1,400,000 | | $ | -0- | | $ | -0- | | $ | -0- | | | | Total | $ | 1,400,000 | | $ | -0- | | $ | -0- | | $ | -0- | | | | Disability(1)(3) | | | | | | | | | | | | | | | 2022 annual cash incentive compensation(2) | $ | 1,400,000 | | $ | -0- | | $ | -0- | | $ | -0- | | | | Total | $ | 1,400,000 | | $ | -0- | | $ | -0- | | $ | -0- | | | | Termination for Cause or Resignation without Good Reason | | | | | | | | | | | | | | | Amount Received | $ | -0- | | $ | -0- | | $ | -0- | | $ | -0- | | | | Total | $ | -0- | | $ | -0- | | $ | -0- | | $ | -0- | | | | Involuntary Termination without Cause | | | | | | | | | | | | | | | 2022 annual cash incentive compensation | $ | 1,050,000 | | $ | 460,000 | | $ | 440,000 | | $ | 400,000 | | | | Multiple of base salary | | 1,400,000 | | | 460,000 | | | 440,000 | | | 400,000 | | | | Accelerated vesting of restricted stock and RSUs(4) | | 2,201,181 | | | 906,153 | | | 824,671 | | | 645,470 | | | | Accelerated PSU Awards(5) | | 2,758,880 | | | 900,463 | | | 823,829 | | | 574,769 | | | | Total | $ | 7,410,061 | | $ | 2,726,616 | | $ | 2,528,500 | | $ | 2,020,239 | | | | Termination by Executive for Good Reason | | | | | | | | | | | | | | | 2022 annual cash incentive compensation | $ | 1,050,000 | | $ | 460,000 | | $ | 440,000 | | $ | 400,000 | | | | Multiple of base salary | | 1,400,000 | | | 460,000 | | | 440,000 | | | 400,000 | | | | Accelerated vesting of restricted stock and RSUs(4) | | 2,201,181 | | | 906,153 | | | 824,671 | | | 645,470 | | | | Accelerated PSU Awards(5) | | 2,758,880 | | | 900,463 | | | 823,829 | | | 574,769 | | | | Total | $ | 7,410,061 | | $ | 2,726,616 | | $ | 2,528,500 | | $ | 2,020,239 | | | | | | | | | | | | | | | | |
| | | | O. Kratz | | | S. Sparks | | E. Staffeldt | | K. Neikirk | | | | Change in Control | | | | | | | | | | | | | | | Cash severance payment | $ | -0- | | $ | -0- | | $ | -0- | | $ | -0- | | | | Accelerated vesting of restricted stock and RSUs(6) | | 5,361,799 | | | 2,125,462 | | | 1,935,848 | | | 1,510,524 | | | | Accelerated PSU Awards(7) | | 10,711,719 | | | 4,155,058 | | | 3,786,132 | | | 2,936,650 | | | | COBRA Coverage | | -0- | | | -0- | | | -0- | | | -0- | | | | Excise tax gross-up | | -0- | | | -0- | | | -0- | | | -0- | | | | Total | $ | 16,073,518 | | $ | 6,280,520 | | $ | 5,721,980 | | $ | 4,447,174 | | | | Change in Control with Involuntary Termination without Cause
or by Executive for Good Reason | | | | | | | | | | | | | | | Cash severance payment | $ | 5,232,500 | | $ | 1,840,000 | | $ | 1,760,000 | | $ | 1,600,000 | | | | Accelerated vesting of restricted stock and RSUs(6) | | 5,361,799 | | | 2,125,462 | | | 1,935,848 | | | 1,510,524 | | | | Accelerated PSU Awards(7) | | 10,711,719 | | | 4,155,058 | | | 3,786,132 | | | 2,936,650 | | | | COBRA Coverage | | 18,103 | | | 26,892 | | | 26,892 | | | 26,892 | | | | Excise tax gross-up | | -0- | | | -0- | | | -0- | | | -0- | | | | Total | $ | 21,324,121 | | $ | 8,147,412 | | $ | 7,508,872 | | $ | 6,074,066 | | | | | | | | | | | | | | | | |
| (1) | Under the terms of the PSU award agreements, it is possible for a named executive officer who retires after the age of 55, dies or becomes disabled to earn a pro-rata amount of his or her unvested PSU awards, based on the named executive officer’s full months of service within the applicable three-year performance period. However, because the payout of these PSUs would not occur until their ordinary vesting, the payout can fluctuate from 0% to 200% of the units awarded based on stock price performance (significantly, the last 20 trading days prior to vesting), and therefore cannot be quantified in advance. |
| Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | 67 |
Table of Contents | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | O. Kratz | | | | | | A. Tripodo | | | | | | E. Staffeldt | | | | | | S. Sparks | | | | | | A. Johnson | | Normal and Early Retirement | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2017 annual cash incentive compensation | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Death | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2017 annual cash incentive compensation | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Disability(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2017 annual cash incentive compensation | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination for Cause or Resignation without Good Reason | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Amount Received | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Involuntary Termination without Cause | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2017 annual cash incentive compensation | | $ | | | | | 1,050,000 | | | $ | | | | | 576,000 | | | $ | | | | | 350,000 | | | $ | | | | | 375,000 | | | $ | | | | | 360,000 | | Multiple of base salary | | | | | | | 1,400,000 | | | | | | | | 960,000 | | | | | | | | 350,000 | | | | | | | | 375,000 | | | | | | | | 360,000 | | Accelerated vesting of restricted stock(2) | | | | | | | 1,405,758 | | | | | | | | -0- | | | | | | | | 111,155 | | | | | | | | 424,464 | | | | | | | | 461,267 | | Accelerated PSU Awards(3) | | | | | | | 277,973 | | | | | | | | -0- | | | | | | | | 13,029 | | | | | | | | 21,715 | | | | | | | | 91,211 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | | | 4,133,731 | | | $ | | | | | 1,536,000 | | | $ | | | | | 824,184 | | | $ | | | | | 1,196,179 | | | $ | | | | | 1,272,478 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination by Executive for Good Reason | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2017 annual cash incentive compensation | | $ | | | | | 1,050,000 | | | $ | | | | | 576,000 | | | $ | | | | | 350,000 | | | $ | | | | | 375,000 | | | $ | | | | | 360,000 | | Multiple of base salary | | | | | | | 1,400,000 | | | | | | | | 960,000 | | | | | | | | 350,000 | | | | | | | | 375,000 | | | | | | | | 360,000 | | Accelerated vesting of restricted stock(2) | | | | | | | 1,405,758 | | | | | | | | -0- | | | | | | | | 111,155 | | | | | | | | 424,464 | | | | | | | | 461,267 | | Accelerated PSU Awards(3) | | | | | | | 277,973 | | | | | | | | -0- | | | | | | | | 13,029 | | | | | | | | 21,715 | | | | | | | | 91,211 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | | | 4,133,731 | | | $ | | | | | 1,536,000 | | | $ | | | | | 824,184 | | | $ | | | | | 1,196,179 | | | $ | | | | | 1,272,478 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | O. Kratz | | | | | | A. Tripodo | | | | | | E. Staffeldt | | | | | | S. Sparks | | | | | | A. Johnson | | Change in Control | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash severance payment | | $ | | | | | -0- | | | $ | | | | | 2,112,000 | | | $ | | | | | -0- | | | $ | | | | | -0- | | | $ | | | | | -0- | | Accelerated vesting of restricted stock(4) | | | | | | | 3,082,148 | | | | | | | | 1,444,762 | | | | | | | | 256,375 | | | | | | | | 987,627 | | | | | | | | 1,011,333 | | Accelerated PSU Awards(5) | | | | | | | 6,438,024 | | | | | | | | 3,017,825 | | | | | | | | 518,858 | | | | | | | | 2,091,099 | | | | | | | | 2,112,479 | | COBRA Coverage | | | | | | | -0- | | | | | | | | 17,371 | | | | | | | | -0- | | | | | | | | -0- | | | | | | | | -0- | | Excise taxgross-up | | | | | | | -0- | | | | | | | | -0- | | | | | | | | -0- | | | | | | | | -0- | | | | | | | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | | | 9,520,172 | | | $ | | | | | 6,591,958 | | | $ | | | | | 775,233 | | | $ | | | | | 3,078,726 | | | $ | | | | | 3,123,812 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Change in Control with Involuntary Termination without Cause or by Executive for Good Reason | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash severance payment | | $ | | | | | 5,232,500 | | | $ | | | | | 2,112,000 | | | $ | | | | | 1,190,000 | | | $ | | | | | 1,500,000 | | | $ | | | | | 1,440,000 | | Accelerated vesting of restricted stock(4) | | | | | | | 3,082,148 | | | | | | | | 1,444,762 | | | | | | | | 256,375 | | | | | | | | 987,627 | | | | | | | | 1,011,333 | | Accelerated PSU Awards(5) | | | | | | | 6,438,024 | | | | | | | | 3,017,825 | | | | | | | | 518,858 | | | | | | | | 2,091,099 | | | | | | | | 2,112,479 | | COBRA Coverage | | | | | | | 14,123 | | | | | | | | 17,371 | | | | | | | | 27,612 | | | | | | | | 17,371 | | | | | | | | 14,323 | | Excise taxgross-up | | | | | | | -0- | | | | | | | | -0- | | | | | | | | -0- | | | | | | | | -0- | | | | | | | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | | | 14,766,795 | | | $ | | | | | 6,591,958 | | | $ | | | | | 1,992,845 | | | $ | | | | | 4,596,097 | | | $ | | | | | 4,578,135 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Executive Compensation (1) | (2) | STI for 2022 would be payable under the terms of the STI program and/or as applicable under our named executive officers’ employment agreements. |
| (3) | Named executive officers would continue to earn their base salary plus receive benefits for six months after becoming disabled prior to being terminated. Assuming notice of termination occurred on December 31, 2017,2022, the named executive officer would have already received his or her base salary for such period. |
| | | | | | | 54 | | 2018 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
(2)(4) | Upon an involuntary termination without Cause or a termination by the executive for Good Reason, each named executive officer other than Mr. Tripodo is entitled to the portion of his or her restricted stock and RSUs that would vest within one year from the date of termination. These amounts are based upon the closing price of our common stock on December 30, 2017,31, 2022, which was $7.54$7.38 per share. |
(3) | (5) | Upon an involuntary termination without Cause or a termination by the executive for Good Reason, each named executive officer other than Mr. Tripodo is entitled to the portion of his or her PSU Award that would vest within one year from the date of termination (calculated using the average of the closing price of Helix’s common stock for the 20 days prior to the occurrence of the termination) with a payout based onupon the closing price of $7.54our common stock on December 30, 2017.31, 2022, which was $7.38 per share. |
(4) | (6) | These amounts are based upon the closing price of our common stock of $7.54 on December 30, 2017.31, 2022, which was $7.38 per share. |
(5) | (7) | The 2020 PSU Award agreement providesaward agreements provide for vesting of 100% of the award upon the occurrence of a Change in Control based on the total shareholder returnTSR calculation of Helix and ourthe designated performance peer group over the adjusted performance period. As of December 31, 2022, Helix’s stock performance was in the fourth (second to last) quintile for the 2015 award, in the first (highest) quintile for the 2016 award and was at the 5641thst percentile for the 20172020 award; accordingly, the PSUs issued for such years2020 would have been issued at 50%, 200%77.25% of each of the awards. The 2021 PSU and 115%2022 PSU award agreements provide for vesting of 100% of the award respectively.upon the occurrence of a Change in Control based in equal parts by (a) the TSR calculation of Helix and the designated performance peer group and (b) Helix’s generation of Free Cash Flow, both over the adjusted performance period. As of December 31, 2022, Helix’s stock performance was at the 35th percentile for the TSR portion of the 2021 award (which equates to 33%) and 200% of the Free Cash Flow portion; accordingly, the PSUs issued for 2021 would have been issued at approximately 117%. As of December 31, 2022, Helix’s stock performance was at the 95th percentile for the TSR portion of the 2022 award (which equates to 200%) and 200% of the Free Cash Flow portion; accordingly, the PSUs issued for 2022 would have been issued at 200%. |
CEOChief Executive Officer Pay Ratio
Helix is a global company that employs over 1,500 people with more than halfas of our workforce located outside of the U.S.December 31, 2022 employed 2,280 people. Helix’s compensation and benefits philosophy and the overall structure of our compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to our success. We strive to ensuremake the paycompensation of every Helix employee reflectsreflective of the level of their contributions and responsibilities, and is competitive within our benchmarking peer group. Helix’s ongoing commitment to pay equity is critical to our success in supporting a diverse workforce with opportunities for all employees to grow, develop and contribute. Under rules adopted pursuant to the Dodd-Frank Act of 2010, Helix is required to calculate and disclose the total compensation paid to its median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to Helix’s CEO.our Chief Executive Officer. The paragraphs that follow describe our methodology and the resulting CEOChief Executive Officer to median employee pay ratio. Measurement Date We identified and determined the median employee using our employee population on November 30, 2017.2020. As permitted by SEC rules, in determining the median employee, we excluded approximately 672 employees who joined us on July 1, 2022 as a result of our acquisition of the Alliance group of companies. Consistently Applied Compensation Measure (CACM) Under the relevant rules, we were required to identify the median employee by use of a “consistently applied compensation measure,” or CACM. We chose a CACM that closely approximates the annual total direct compensation of all our employees (excluding our CEO)Chief Executive Officer). Specifically, we identified the median employee by looking atreviewing annual base pay and other taxable income. We did not perform adjustments to the compensation paid to part-time employees to calculate what they would have been paid on a full-time basis. Methodology and Pay Ratio AfterWe are using the same median employee for 2022 as we did for 2020. In 2020, after applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table.
Our median employee compensation as calculated using the Summary Compensation Table requirements was $90,239.$87,568 for 2022. Our CEO’sChief Executive Officer’s compensation as reported in the Summary Compensation Table was $5,657,323.$6,356,663 for 2022. Therefore, our CEOchief executive officer to median employee pay ratio is estimated at 63:73:1. Our median employee’s total compensation does not include the premiums we paid for health insurance, dental insurance, health savings account, short-term and long-term disability insurance, theour employee assistance program, and life AD&Dand accidental death and dismemberment insurance. If we included those amounts for both the median employee and our CEO,Chief Executive Officer, our CEOChief Executive Officer to median employee pay ratio would have been estimated at 54:68:1. This information is being provided for compliance purposes.purposes only. Neither the Compensation Committee nor Helix management of Helix used the pay ratio measure in making any compensation decisions.
| 68 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
Executive Compensation Pay Versus Performance As discussed in the Compensation Discussion and Analysis above, our Compensation Committee has implemented an executive compensation program based on the philosophy that our executive management team should be aligned with our shareholders, and that our executives should be incentivized and rewarded for performance that advances business goals and the creation of sustainable value in all business cycles, leading to shareholder value creation. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years ended December 31, 2022, 2021 and 2020. | | Year | | Summary
Compensation
Table Total for
PEO | | Compensation
Actually Paid
to PEO(1)(3) | | Average
Summary
Compensation
Table Total
for Non-PEO
Named
Executive
Officers(2) | | Average
Compensation
Actually Paid
to Non-PEO
Named
Executive
Officers(1)(2)(3) | | Value of Initial Fixed $100
Investment Based On:(4) | | Net Income (loss)
(in thousands) | | Adjusted
EBITDA
(Company-
Selected
Measure)
(in thousands)(5) | | | | | | | | | Company
Total
Shareholder
Return | | Peer Group
Total
Shareholder
Return | | | | | | 2022 | | $6,356,663 | | $ 16,491,636 | | $2,214,710 | | $5,694,654 | | $76.4 | | $112.9 | | $ | (87,784)
| | $ | 121,022
| | | | 2021 | | $ 2,876,989 | | $ 829,802 | | $1,871,043 | | $1,248,042 | | $32.3 | | $ 69.9 | | $ | (61,684)
| | $ | 96,276
| | | | 2020 | | $5,335,487 | | $(3,579,907) | | $1,805,011 | | $(238,275) | | $43.5 | | $ 57.9 | | $ | 20,084
| | $ | 155,260
| |
| (1) | The amounts shown for Compensation Actually Paid (“CAP”) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. To calculate the CAP, the following amounts were deducted from and added to the Summary Compensation Table (“SCT”) total compensation: |
PEO SCT Total to CAP Reconciliation: | | Year | | Salary | | Bonus and
Non-Equity Incentive
Compensation | | Other
Compensation(i) | | SCT Total | | Deductions
from SCT
Total(ii) | | Additions to
SCT Total(iii) | | CAP | | | | 2022 | | $ | 700,000 | | $ | 1,400,000 | | $ | 7,625 | | $6,356,663 | | $4,249,038 | | $ | 14,384,011 | | $ | 16,491,636 | | | | 2021 | | $ | 700,000 | | $ | 929,670 | | $ | 0 | | $2,876,989 | | $1,247,319 | | $ | (799,868) | | $ | 829,802 | | | | 2020 | | $ | 597,917 | | $ | 472,500 | | $ | 7,125 | | $5,335,487 | | $4,257,945 | | $ | (4,657,449) | | $ | (3,579,907) | |
Average Non-PEO NEOs SCT Total to CAP Reconciliation: | | Year | | Salary | | Bonus and
Non-Equity Incentive
Compensation | | Other
Compensation(i) | | SCT Total | | Deductions
from SCT
Total(ii) | | Additions to
SCT Total(iii) | | CAP | | | | 2022 | | $433,333 | | $ | 576,333 | | $ | 5,083 | | $2,214,710 | | $ | 1,199,960 | | $ | 4,679,904 | | $ | 5,694,654 | | | | 2021 | | $433,333 | | $ | 417,173 | | $ | 0 | | $1,871,043 | | $ | 1,020,536 | | $ | 397,535 | | $ | 1,248,042 | | | | 2020 | | $395,500 | | $ | 222,000 | | $ | 4,750 | | $1,805,011 | | $ | 1,182,761 | | $ | (860,525) | | $ | (238,275) | |
| (i) | Reflects “all other compensation” reported in the SCT for each year shown. |
| (ii) | Represents the grant date fair value of equity-based awards granted each year. |
| (iii) | Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP for fiscal years ended December 31, 2022, 2021 and 2020 is further detailed in the supplemental tables below. |
| Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | 69 |
Executive Compensation PEO Equity Component of CAP for Fiscal Year ended December 31, 2022: | | Equity Type | | Fair Value of Current
Year Equity Awards at
12/31/2022 (a) | | Change in Value of
Prior Years’ Awards
Unvested at
12/31/2022 (b) | | Change in Value of
Prior Years’ Awards
That Vested in
FY2022
(c) | | Equity Value
Included in CAP (d) = (a) + (b) + (c) | | | | PSUs | | $ | 7,823,076 | | $ | 1,665,913 | | — | | $ | 9,488,989 | | | | RSUs | | $ | 4,257,692 | | $ | 371,906 | | — | | $ | 4,629,598 | | | | RSAs | | | — | | $ | 265,424 | | — | | $ | 265,424 | | | | Total | | $ | 12,080,768 | | $ | 2,303,243 | | — | | $ | 14,384,011 | |
Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2022: | | Equity Type | | Fair Value of Current
Year Equity Awards at
12/31/2022 (a) | | Change in Value of
Prior Years’ Awards
Unvested at
12/31/2022 (b) | | Change in Value of
Prior Years’ Awards
That Vested in
FY2022 (c) | | Equity Value
Included in CAP (d) = (a) + (b) + (c) | | | | PSUs | | $ | 2,209,295 | | $ | 890,189 | | — | | $ | 3,099,484 | | | | RSUs | | $ | 1,202,404 | | $ | 304,287 | | — | | $ | 1,506,691 | | | | RSAs | | | — | | $ | 73,729 | | — | | $ | 73,729 | | | | Total | | $ | 3,411,698 | | $ | 1,268,205 | | — | | $ | 4,679,904 | |
PEO Equity Component of CAP for Fiscal Year ended December 31, 2021: | | Equity Type | | Fair Value of Current
Year Equity Awards at
12/31/2021 (a) | | Change in Value of
Prior Years’ Awards
Unvested at
12/31/2021 (b) | | Change in Value of
Prior Years’ Awards
That Vested in
FY2021 (c) | | Equity Value
Included in CAP (d) = (a) + (b) + (c) | | | | PSUs | | $ | 652,796 | | $ | (1,620,184) | | — | | $ | (967,389) | | | | RSUs | | $ | 408,570 | | | — | | — | | $ | 408,570 | | | | RSAs | | | — | | $ | (241,050) | | — | | $ | (241,050) | | | | Total | | $ | 1,061,366 | | $ | (1,861,234) | | — | | $ | (799,868) | |
Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2021: | | Equity Type | | Fair Value of Current
Year Equity Awards at
12/31/2021 (a) | | Change in Value of
Prior Years’ Awards
Unvested at
12/31/2021 (b) | | Change in Value of
Prior Years’ Awards
That Vested in
FY2021 (c) | | Equity Value
Included in CAP (d) = (a) + (b) + (c) | | | | PSUs | | $ | 534,108 | | $ | (409,631) | | — | | $ | 124,477 | | | | RSUs | | $ | 334,286 | | | — | | — | | $ | 334,286 | | | | RSAs | | | — | | $ | (61,228) | | — | | $ | (61,228) | | | | Total | | $ | 868,394 | | $ | (470,859) | | — | | $ | 397,535 | |
| 70 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
Executive Compensation PEO Equity Component of CAP for Fiscal Year ended December 31, 2020: | | Equity Type | | Fair Value of Current
Year Equity Awards at
12/31/2020
(a) | | Change in Value of
Prior Years’ Awards
Unvested at
12/31/2020
(b) | | Change in Value of
Prior Years’ Awards
That Vested in
FY2020
(c) | | Equity Value
Included in CAP
(d) = (a) + (b) + (c) | | | | PSUs | | $ | 1,059,814 | | $ | (5,047,613) | | — | | $ | (3,987,799) | | | | RSUs | | | — | | | — | | — | | | — | | | | RSAs | | $ | 785,047 | | $ | (1,454,697) | | — | | $ | (669,650) | | | | Total | | $ | 1,844,861 | | $ | (6,502,310) | | — | | $ | (4,657,449) | |
Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2020: | | Equity Type | | Fair Value of Current
Year Equity Awards at
12/31/2020
(a) | | Change in Value
of Prior Years’
Awards Unvested at
12/31/2020
(b) | | Change in Value of
Prior Years’ Awards
That Vested in
FY2020
(c) | | Equity Value
Included in CAP
(d) = (a) + (b) + (c) | | | | PSUs | | $ | 294,392 | | $ | (1,060,193) | | — | | $ | (765,801) | | | | RSUs | | | — | | | — | | — | | | — | | | | RSAs | | $ | 218,068 | | $ | (312,792) | | — | | $ | (94,724) | | | | Total | | $ | 512,460 | | $ | (1,372,985) | | — | | $ | (860,525) | |
| (2) | The non-principal executive officer (“PEO”) named executive officers (“NEOs”) reflected in the Non-PEO named executive officer columns represent the following individuals for each of the years shown: Scotty Sparks, Executive Vice President and Chief Operating Officer; Erik Staffeldt, Executive Vice President and Chief Financial Officer; and Ken Neikirk, Executive Vice President, General Counsel and Corporate Secretary. |
| (3) | We do not have pensions; therefore an adjustment to the SCT totals related to pension values for any of the years reflected is not needed. |
| (4) | The Peer Group TSR in this table utilizes the Philadelphia Oil Service Sector index (the “OSX”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2022 Annual Report. The comparison assumes $100 was invested for the period starting December 31, 2019 through the end of the listed year in the Company and the OSX, respectively. These results are not necessarily indicative of future performance. |
| (5) | Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to reported net income (loss), see “Non-GAAP Financial Measures” on pages 38-39 of our 2022 Annual Report. |
The three items listed in the following table represent the most important metrics we used to determine CAP to our CEO and other NEOs for the fiscal year ended December 31, 2022 as further described in our CD&A within the sections titled “2022 Executive Compensation Program” and “Long-Term Incentive Program”. The role of each of these performance measures is discussed in the CD&A. The measures in this table are not ranked. | Most Important Performance Measures | | | • Adjusted EBITDA | HELIX ENERGY SOLUTIONS GROUP, INC. | | • Total Shareholder Return | 2018 | | • Free Cash Flow | |
| Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | | 5571 |
Executive Compensation The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company and Peer Group’s cumulative TSR over the three most recently completed fiscal years. CAP vs. Total Shareholder Return 
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our net income (loss) during the three most recently completed fiscal years. PROPOSAL 3: APPROVAL, ON ANON-BINDING ADVISORY BASIS, OF THE 2017CAP vs. Net Income (loss)
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other Non-PEO NEOs, and our Adjusted EBITDA during the three most recently completed fiscal years. CAP vs. Adjusted EBITDA(1) 
| (1) | Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to reported net income (loss), see “Non-GAAP Financial Measures” on pages 38-39 of our 2022 Annual Report. |
| 72 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
Proposal 3:
Advisory Vote on the Approval of the 2022 Compensation of Our Named Executive Officers Helix is seeking aan advisory shareholder vote on anon-binding advisory basis, on the 2017approval of the 2022 compensation of our named executive officers (commonly referred to as “say on pay”). This vote isnon-binding. The Compensation Committee, however, will review the voting results and take them into consideration when making future compensation decisions for our named executive officers. As described in detail under “Compensation Discussion and Analysis,” our compensation programs are designed to attract, retain and motivate executive officers who can develop and execute our business strategy in a way that maximizes value for our shareholders through a range of business cycles, and to align the economic interests of our executive officers with those of our shareholders over the full range of those cycles. Shareholders are encouraged to read the “Compensation Discussion and Analysis,” the accompanying compensation tables and the related narrative disclosure to better understand the compensation of our named executive officers. In deciding how to vote on this proposal, the Board urges you to consider the following factors, which are more fully described in the “Compensation Discussion and Analysis.” OverFor 2022 compensation, the last several years, including with respect to 2017 compensation, we have implemented executive compensation and corporate governance modifications to more closely align the economic interests of our executives with those of our shareholders.
Compensation Committee continued to: A significant portion of NEO compensation is variable andat-risk, and compensation over the median level can only be earned when warranted by our financial and stock price performance. 2017 compensation for our executive officers demonstrates our commitment to align executive and shareholder interests by paying for both short- and longer-term performance. With one exception for a promotion, no base salary increases were granted in 2017; bonuses were earned by all of our employees, including our executive officers, at 40.7% of target level bonuses reflecting improved EBIDTA; the amount performance based long-
| term•
| Establish an appropriate Benchmarking Peer Group and pay our NEOs at approximately the median level, with an opportunity to earn greater overall compensation if warranted by our performance; |
| • | Maintain an STI program based on stretch Adjusted EBITDA goals; |
| • | Approve a long-term incentive awards paid out immediately afterprogram tied to the endperformance of 2017 wasour common stock and other financial performance metrics; |
| • | Impose stock performance requirements as compared to a fractionformulaically selected performance peer group in connection with payout of PSU awards; |
| • | Take steps designed to conserve the award valueCompany’s share count and avoid potential dilution and |
| • | Consider the outcome of our “say on the grant date – the 2015 PSUs paid out at 17% of their original award values;pay” votes and restricted stock that vested ranged between 35% (the 2015 awards) and 140% (the 2016 awards) of their grant date value.our shareholders’ views when making future compensation decisions for our NEOs. |
Our short-term bonus program continues to be objective and formulaic (composed of one objective financial metric) and continues to be the same for our executive officers and all other onshore employees.
The Compensation Committee made additional changes to the compensation program that further align executive compensation with achievement of long-term value creation for shareholders – the performance metrics for 2017 PSUs were made more stringent in terms of earning a payout at the threshold and maximum levels, and in eliminating a quintile concept in favor of linear interpolation of Helix’s TSR performance. Board of Directors Recommendation
The Board recommends that you vote “FOR” the approval, on anon-binding advisory basis, of the following resolution:
RESOLVED,management believe that the shareholders approve, on anon-binding advisory basis, the 2017 compensationCompany’s 2022 executive compensation:
| • | Appropriately reflects Helix’s financial performance for the year as well as for longer-term value creation; |
| • | Demonstrates alignment of our NEOs’ interests with those of our shareholders; |
| • | Includes an appropriate overall mix of short- and long-term incentives designed to enhance shareholder value; |
| • | Advances Helix’s mission and business strategy; and |
| • | Helps attract, motivate and retain the key talent needed to deliver Helix’s long-term success. |
| Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | 73 |
Proposal 3 Vote Required The vote on the 2017approval of the 2022 compensation of our named executive officers is advisory andnon-binding. However, the Board will consider shareholders to have approved our named executive officers’ 20172022 compensation if the proposal receives the affirmative “FOR” vote of holders of a majority of the shares of common stock present or represented and entitled to vote on the proposal at the Annual Meeting. Board of Directors Recommendation
The Board recommends that you vote “FOR” the approval, on a non-binding advisory basis, of the following resolution: Resolved, that the shareholders approve, on a non-binding advisory basis, the 2022 compensation of Helix’s named executive officers as disclosed in the Compensation Discussion and Analysis section, the accompanying compensation tables and the related narrative disclosure in this proxy statement. |
| 74 | 2023 Proxy Statement | | | | | | 56 Helix Energy Solutions Group, Inc. | |
Proposal 4:
Advisory Vote on the Frequency of Holding the Advisory Vote to Approve the Compensation of Our Named Executive Officers In addition to the advisory vote to approve the 2022 compensation of our named executive officers, we are also seeking a recommendation from our shareholders, on a non-binding advisory basis, on how often the advisory vote to approve the compensation of our named executive officers should be held. Pursuant to Section 14A of the Exchange Act, this year shareholders have the opportunity to vote on this proposal on a non-binding advisory basis. When this advisory vote was last held in 2017, shareholders indicated a preference to hold the advisory vote to approve the compensation of our named executive officers on an annual basis, and the Board implemented this standard. The Board has determined that an annual advisory vote to approve the compensation of our named executive officers will permit our shareholders to provide input on our executive compensation philosophy, policies and practices as disclosed in the proxy statement each year, which is consistent with our efforts to consider the views of our shareholders on executive compensation and corporate governance matters. We also understand that an annual advisory vote is currently the standard desired by many shareholders. This vote is advisory, which means that the vote on how often the advisory vote to approve the compensation of our named executive officers should be held is not binding on Helix, our Board or the Compensation Committee. However, our Board values the opinions that our shareholders express in their votes and will take into account the outcome of this vote when considering how frequently we should conduct an advisory vote to approve the compensation of our named executive officers. Shareholders may indicate whether they would prefer that we conduct future advisory votes to approve the compensation of our named executive officers every one, two or three years. Shareholders also may abstain from casting a vote on this proposal. Vote Required The choice of frequency that receives the highest number of votes will be considered the advisory vote of the shareholders. Board of Directors Recommendation
The Board recommends that you vote for the option “1 YEAR” as the preferred frequency of holding the advisory vote to approve the compensation of our named executive officers. |
| 2018Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
SHARE OWNERSHIP INFORMATIONShare Ownership
Information Five Percent Owners
The following table sets forth information as to all persons or entities known by us to have beneficial ownership, as of March 12, 2018,21, 2023, of more than five percent of the outstanding shares of our common stock which is set forth below in “Management Shareholdings.”stock. As of March 12, 2018, 148,079,55221, 2023, 151,493,912 shares of our common stock were outstanding. The information set forth below has been determined in accordance with Rule13d-3 under the Exchange Act on the basis of the most recent information filed with the SEC and furnished to us by the person listed. To our knowledge, except as otherwise indicated below, all shares shown as beneficially owned are held with sole voting power and sole dispositive power. | | | | | Owner Name and Address | | Shares
Beneficially
Owned | | PercentPercentage of
Common Shares
Stock Outstanding | |
| BlackRock, Inc. | | 18,345,302 25,383,202(1) | | 12.39%16.8% | |
| 55 East 52nd Street
New York, New York 10055
| | | |
| The Vanguard Group | | 13,517,235 13,462,456(2) | | 9.13%8.9% | |
| 100 Vanguard Blvd.
Malvern, Pennsylvania 19355
| | | |
| Dimensional Fund Advisors LP | | 12,512,097 7,972,392(3) | | 8.45%5.3% | | Building One
| 6300 Bee Cave Road, Building One
Austin, Texas 78746 | | | |
| (1) | (1) | Based solely on Amendment No. 1016 to Schedule 13G filed with the SEC by BlackRock, Inc. on January 19, 2018.26, 2023. BlackRock has the sole power to vote 18,018,97224,868,774 shares of common stock beneficially owned by it and the sole power to dispose of 18,345,30225,383,202 shares of common stock beneficially owned by it. | | (2) | |
| (2) | Based solely on Amendment No. 512 to Schedule 13G filed with the SEC by The Vanguard Group on February 9, 2018.2023. The Vanguard Group has the sole power to vote 152,255none of the shares of common stock beneficially owned by it, shared power to vote 18,938129,857 shares of common stock beneficially owned by it, sole power to dispose of 13,354,46313,208,646 shares of common stock beneficially owned by it and shared power to dispose of 162,772253,810 shares of common stock beneficially owned by it. | | (3) | |
| (3) | Based solely on Amendment No. 6 tothe Schedule 13G filed with the SEC by Dimensional Fund Advisors LP on February 9, 2018.10, 2023. Dimensional Fund Advisors LP, an investment advisor registered under Section 203 of the Investment Advisers Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager orsub-advisor to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an advisor orsub-advisor to certain Funds. In its role as investment advisor,sub-advisor sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of Helix that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of Helix held by the Funds. Dimensional has the sole power to vote 11,961,716 shares of common stock beneficially owned by it and the sole power to dispose of 12,512,097 shares of common stock beneficially owned by it. However, all securities reported in the Schedule 13G are owned by the Funds. Dimensional disclaims beneficial ownership of those securities. Of such reported shares, the sole power to vote is with respect to 7,786,809 shares of common stock and the sole power to dispose is with respect to 7,972,392 shares of common stock. |
| 76 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
Share Ownership Information | | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 2018 Proxy Statement | | 57 |
| SHARE OWNERSHIP INFORMATION |
Management Shareholdings
The following table shows the number of shares of common stock beneficially owned as of March 12, 2018,21, 2023, the record date for the Annual Meeting, by our directors and named executive officers, and all directors and named executive officers as a group. The number of shares beneficially owned by each director or named executive officer is determined by the rules of the SEC, and the information does not necessarily indicate beneficial ownership for any other purpose. Under thoseSEC rules, beneficial ownership includes any shares over which the person or entity has sole or shared voting power or investment power regardless of economic interest, and also any shares that the person or entity can acquire within 60 days of March 12, 201821, 2023 through the exercise of stock options or other rights. The inclusion in the table below of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares. As of March 12, 2018, 148,079,55221, 2023, 151,493,912 shares of our common stock were outstanding. The address of all named executive officers and directors is in care of Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. | | | | | | | | | | | | | Name of Beneficial Owner (1) | | |
| Amount of
Beneficial Ownership(2) |
| | Of Shares Beneficially Owned, Amount that may be Acquired Within 60 Days by Option Exercise | | Percentage of
Common Stock
Outstanding | Owen Kratz(3) | | | | 7,084,134 | | | -0- | | 4.78% | Erik Staffeldt(4) | | | | 88,240 | | | -0- | | * | Scotty Sparks(5) | | | | 206,109 | | | -0- | | * | Alisa B. Johnson(6) | | | | 300,724 | | | -0- | | * | Anthony Tripodo | | | | 173,692 | | | -0- | | * | John V. Lovoi(7) | | | | 206,402 | | | -0- | | * | Nancy K. Quinn(8) | | | | 122,724 | | | -0- | | * | Jan Rask(9) | | | | 164,127 | | | -0- | | * | William L. Transier(10) | | | | 147,400 | | | -0- | | * | James A. Watt(11) | | | | 164,769 | | | -0- | | * | All named executive officers and directors as a group (10 persons) | | | | 8,658,321 | | | -0- | | 5.85% |
*Indicates ownership of less than 1% of the outstanding shares of our common stock.
| | Name of Beneficial Owner(1) | | Shares
Beneficially Owned(2) | | Of Shares Beneficially Owned, Amount that may be Acquired Within 60 Days
by Option Exercise | | Percentage of
Common Stock
Outstanding | | | | Owen Kratz(3) | | 7,566,831 | | -0- | | 4.99% | | | | Scotty Sparks | | 193,948 | | -0- | | * | | | | Erik Staffeldt | | 333,380 | | -0- | | * | | | | Ken Neikirk | | 83,991 | | -0- | | * | | | | Amerino Gatti(4) | | 162,745 | | -0- | | * | | | | Diana Glassman(5) | | 34,790 | | -0- | | * | | | | Paula Harris(6) | | 38,320 | | -0- | | * | | | | T. Mitch Little(7) | | 91,326 | | -0- | | * | | | | John V. Lovoi(8) | | 355,249 | | -0- | | * | | | | Amy H. Nelson(9) | | 90,181 | | -0- | | * | | | | William L. Transier(10) | | 181,293 | | -0- | | * | | | | All named executive officers and directors as a group (11 persons) | | 9,132,054 | | -0- | | 6.03% | |
(1)* | Indicates ownership of less than 1% of the outstanding shares of our common stock. | | (1) | The persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them except as may be otherwise indicated in a footnote. |
| (2) | Amounts include the shares shown in the adjacent column, which are not currently outstanding but are deemed beneficially owned because of the right to acquire them pursuant to options exercisable within 60 days of March 12, 2018 (i.e.17, 2023 (i.e., on or before May 11, 2018)17, 2023). |
| (3) | Mr. Kratz disclaims beneficial ownership of 1,000,000 shares included in the above table, which are held by Joss Investments Limited Partnership, an entity of which he is a General Partner. | | (4) | Amount includes 434,53555,324 shares of unvested restricted stock over which Mr. KratzGatti has voting power. |
(4)(5) | Amount includes 68,99534,790 shares of unvested restricted stock over which Ms. Glassman has voting power. | | (6) | Amount includes 38,301 shares of unvested restricted stock over which Ms. Harris has voting power. | | (7) | Amount includes 45,532 shares of unvested restricted stock over which Mr. StaffeldtLittle has voting power. |
(5)(8) | Amount includes 145,976 shares of unvested restricted stock over which Mr. Sparks has voting power. |
(6) | Amount includes 142,582 shares of unvested restricted stock over which Ms. Johnson has voting power. |
(7) | Amount includes 84,54725,126 shares of unvested restricted stock over which Mr. Lovoi has voting power. |
(8)(9) | Amount includes 43,53825,126 shares of unvested restricted stock over which Ms. QuinnNelson has voting power. |
(9)(10) | Amount includes 83,930 shares of unvested restricted stock over which Mr. Rask has voting power. |
(10) | Amount includes 43,53825,126 shares of unvested restricted stock over which Mr. Transier has voting power. |
(11) | Amount includes 43,538 shares of unvested restricted stock over which Mr. Watt has voting power.Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | 77 |
| SHARE OWNERSHIP INFORMATION |
Share Ownership InformationDelinquent Section 16(a) Reports Section 16(A) Beneficial Ownership Reporting Compliance The16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of a registered class of our equity securities, or “reporting persons,” to file with the SEC initial reports of ownership and to report changes in ownership of our common stock. Reporting persons are required by SEC regulations to furnish Helix with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of these reports furnished to us, we believe that all reports required to be filed by reporting persons pursuant to Section 16(a) of the Exchange Act were filed for the year ended December 31, 20172022 on a timely basis.basis, except Messrs. Kratz, Sparks, Staffeldt and Neikirk each filed a Form 4 one day late on January 5, 2022 to report shares that were forfeited to satisfy tax obligations related to the vesting of the pro-rata portion of each of the reporting person’s 2020 restricted stock award on January 2, 2022. The late filings were due to technical errors accessing the EDGAR website on January 4, 2022.
| 78 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
EQUITY COMPENSATION PLAN INFORMATIONEquity Compensation
Plan Information
The table below provides information relating to Helix’s equity compensation plans as of December 31, 2017.2022. | | | | | | | | Plan Category | | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | | Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights | | Number of Securities Remaining Available for Future Issuance under Compensation Plans | Equity compensation plans approved by security holders(1) | | 2,893,762 (2) | | -0- | | 3,052,802(3) | Equity compensation plans not approved by security holders | | -0- | | -0- | | -0- | Total | | 2,893,762 | | -0- | | 3,052,802 |
| | Plan Category | | Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights | | Weighted-Average Exercise
Price of Outstanding Options,
Warrants and Rights | | Number of Securities Remaining
Available for Future Issuance
under Compensation Plans | | | | Equity compensation plans approved by security holders(1) | | 2,946,474(2) | | -0- | | 5,322,554(3) | | | | Equity compensation plans not approved by security holders | | -0- | | -0- | | -0- | | | | Total | | 2,946,474 | | -0- | | 5,322,554 | |
| (1) | The 2005 Long Term Incentive Plan, which was amended and restated on May 15, 2019, provides that Helix may grant up to 10,300,00017,300,000 shares of our common stock in the form of options, to purchase up to 2,000,000 shares of common stock and up to 8,300,000 shares ofappreciation rights, restricted stock orawards, restricted stock unitsunit awards, cash awards and performance awards, all subject to the plan’s terms and conditions. In MayOptions to purchase shares of 2012, thecommon stock are limited to 2,000,000 shares. The shareholders approved the Helix Energy Solutions Group, Inc. Employee Stock Purchase Plan (the “ESPP”) that authorizedESPP in May 2012 and on May 15, 2019 approved amending and restating the ESPP to authorize the issuance of 1,500,000an additional 3,000,000 shares subject to the terms and conditions of the ESPP. |
| (2) | Represents the number of shares that would have been issued in respect of the 1,887,7411,888,024 PSUs granted pursuant to the 2005 Long Term Incentive Plan in 2017, 20162022, 2021 and 20152020 that were outstanding on December 31, 2017,2022, based on the stock price on that date and assuming vesting occurred on that date.date at a 77.25% multiple for 2020, a 117% multiple for 2021 and a 200% multiple for 2022. The PSUs granted in 2021 and 2022 are payable in either cash or shares upon vesting at the discretion of the Compensation Committee. As of December 31, 2017,2022, the total number of full value awards outstanding under the 2005 Long Term Incentive Plan was 3,466,959,2,275,652 consisting of 1,579,218387,628 restricted shares and the 1,887,7411,888,024 PSUs. Subsequent to December 31, 2017, 235,9792022, 369,938 PSUs vested at a 77.25% multiple and were paid in cash with an adjustment factor285,778 shares of 50%, which would have reduced this number to 2,775,772.our common stock. |
| (3) | As of December 31, 2017, 2,424,1052022, 3,956,857 shares of restricted stock (of which a maximum can be options to purchase up to 2,000,000 shares of common stock) were available for future issuance under the 2005 Long Term Incentive Plan, and 628,6971,365,697 shares were available under the ESPP. Shares purchased on December 31, 20172022 by participating employees under the ESPP, but not issued until January of 2018,2023, are treated as issued shares for purposes of this table and therefore are not included in any amounts in the table. |
| Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | 79 |
OTHER INFORMATIONOther
Information ExpensesCosts of Solicitation
The cost of this proxy solicitation will be borne by Helix. It is expected that the solicitation will be primarily by mail, telephone and facsimile. We have arranged for Okapi Partners, LLC, 1212 Avenue of the Americas, 24th Floor, New York, New York 10036, to solicit proxies for a fee of $8,000$9,500 plusout-of-pocket expenses. Proxies may also be solicited personally by directors, officers and other employees of Helix in the ordinary course of business and at nominal cost. Proxy materials will be provided for distribution through broker, bank and other nominee record holders of our common stock. We expect to reimburse those parties for their reasonableout-of-pocket expenses incurred in connection therewith. | | | | | | | | | HELIX ENERGY SOLUTIONS GROUP, INC. | | 2018 Proxy Statement | | 59 |
Proposals and Director Nominations for 2019 Shareholders Meeting
In order for a shareholder proposal (other than for the nomination of directors) to be considered for inclusion in our proxy statement for the 20192024 Annual Meeting
of Shareholders the written proposal must be received by our Corporate Secretary at
| | | | | Deadline | | Compliance | | Submission | | | Proposals (other than Director Nominations) | | To be included in the proxy statement
for the 2024 Annual Meeting(1) | | December 7, 2023(2) | | Must comply with Regulation 14A of the Exchange Act
regarding the inclusion of shareholder proposals in company-sponsored
proxy materials | | All submissions to, or requests of, the Corporate Secretary should be addressed to our corporate office at: | | | | Not to be included in the proxy statement | | February 16, 2024(3) | | Must comply with our By-laws and Regulation 14A of the Exchange Act(4)(5) | | | | Director Nominations | | Proposal for consideration by the Corporate Governance and Nominating Committee(6) | | Prior to Committee meeting for recommendation of nominees | | Submission to Corporate Secretary | | 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043 | | | | Nomination at 2024 Annual Meeting(6) | | February 16, 2024(3) | | Must comply with our By-laws and Regulation 14A of the Exchange Act(4)(5)(7) | | |
| (1) | The persons designated in the proxy card will be granted discretionary authority with respect to any shareholder proposal not submitted to us timely. | | (2) | 120 days prior to the anniversary of this year’s mailing date. | | (3) | Not less than 90 days prior to the anniversary of this year’s Annual Meeting. | | (4) | A copy of our By-laws is available from our Corporate Secretary. | | (5) | The shareholder providing the proposal or nomination must provide their name, address, and class and number of voting securities held by them. The shareholder must also be a shareholder of record on the day the notice is delivered to us, be eligible to vote at the Annual Meeting of Shareholders and represent that they intend to appear in person or by proxy at the meeting. | | (6) | Proposals for consideration should include the nominee’s name and qualifications for Board membership. | | (7) | Nomination must include the person’s written consent to serve as a director if elected. |
| 80 | 2023 Proxy Statement | Helix Energy Solutions Group, Inc. | |
shareholders. To propose business to be considered or to nominate a director, the shareholder must deliver a notice to the Corporate Secretary setting forth the business or the name of the nominee and all information required to be disclosed in solicitations of proxies or otherwise required pursuant to Regulation 14A under the Exchange Act together with the person’s written consent to serve as a director if elected. The shareholder providing the proposal or nomination must provide his or her name and address and the class and number of voting securities held by him or her. The shareholder must be a shareholder of record on the day the nomination notice is delivered to us and be eligible to vote for the election of directors at the Annual Meeting of Shareholders. In addition, the shareholder must give timely notice to our Corporate Secretary no later than February 9, 2019. A copy of theBy-laws is available from our Corporate Secretary.
All submissions to, or requests from, the Corporate Secretary should be addressed to our corporate office at 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043.
Other Information Other
Some broker, bank and other nominee record holders of our common stock may be participating in the practice of “householding.” This means that only one copy of our 20172022 Annual Report to Shareholders and this proxy statement will be sent to shareholders who share the same last name and address. Householding is designed to reduce duplicate mailings and to save printing and postage costs. If you receive a household mailing this year and would like to receive additional copies of our 20172022 Annual Report to Shareholders or this proxy statement, please submit your request in writing to the address set forth below. Our 20172022 Annual Report to Shareholders (which includes our Annual Report on Form10-K and financial statements) is available to shareholders of record as of March 12, 2018,21, 2023, together with this proxy statement. WE WILL FURNISH TO SHAREHOLDERS WITHOUT CHARGE A COPY OF OUR ANNUAL REPORT (INCLUDING THE ANNUAL REPORT ON FORM10-K) FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, UPON RECEIPT OF WRITTEN REQUEST ADDRESSED TO: CORPORATE SECRETARY, HELIX ENERGY SOLUTIONS GROUP, INC., 3505 WEST SAM HOUSTON PARKWAY NORTH, SUITE 400, HOUSTON, TEXAS 77043 OR BY CALLING 888.345.2347 AND ASKING FOR THE CORPORATE SECRETARY.
| WE WILL FURNISH TO SHAREHOLDERS WITHOUT CHARGE A COPY OF OUR ANNUAL REPORT (INCLUDING THE ANNUAL REPORT ON FORM 10-K) FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, UPON RECEIPT OF WRITTEN REQUEST ADDRESSED TO: CORPORATE SECRETARY, HELIX ENERGY SOLUTIONS GROUP, INC. 3505 WEST SAM HOUSTON PARKWAY NORTH, SUITE 400, HOUSTON, TEXAS 77043. |
The Board knows of no other matters to be presented at the Annual Meeting. If any other business properly comes before the Annual Meeting or any adjournment thereof, the proxies will vote on that business in accordance with their best judgment. | By Order of the Board of Directors, | 
 | Alisa B. JohnsonKenneth E. Neikirk | Executive Vice President,
General Counsel and Corporate Secretary |
| Helix Energy Solutions Group, Inc. | 2023 Proxy Statement | 81 |
| | | | | | | 60 | | 2018 Proxy Statement | | HELIX ENERGY SOLUTIONS GROUP, INC. | | |
| | | 
| | |  | | Helix Energy Solutions Headquarters
| | 3505 W. Sam Houston Parkway North, Suite 400
| | | Houston, Texas 77043 USA
| | |  | | Office - 281.618.0400
| | | Fax - 281.618.0500
|
www.helixesg.com
| | | | | | | | | | |  | | Shareowner Services
P.O. Box 64945
St.Paul, MN 55164-0945
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week
Your phone or Internet vote authorizes the named
proxies to vote your shares in the same manner as if
you marked, signed and returned your proxy card.
| | | | | | | | |  | | INTERNET/MOBILE –www.proxypush.com/hlx
Use the Internet to vote your proxy until 12:00 noon (Central Daylight Time) on May 9, 2018.
| | | | | | | | |  | | PHONE – 1-866-883-3382
Use a touch-tone telephone to vote your proxy until 12:00 noon (Central Daylight Time) on May 9, 2018.
| | | | | | | | |  | | MAIL– Mark, sign and date your proxy card and return it in the postage-paid envelope provided. | | | | | | | | If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card. |
 Please detach here
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors Recommends a Vote FOR Proposals 1, 2 and 3. | | | | | | | | | | 1. | | To elect two “Class II”
directors of the Company with
terms expiring in 2021:
| | 01. Owen Kratz
02. James A. Watt
| | | | ☐ | | FOR all “Class II”
nominees (except as
indicated below)
| | ☐ | | WITHHOLD AUTHORITY from ALL nominees | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2. | | Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year 2018. | | | | ☐ For | | ☐ | | Against
| | ☐ | | Abstain
| | | | | | | | | | | | | | | | | | | | | 3. | | Approval, on anon-binding advisory basis, of the 2017 compensation of our named executive officers. | | | | ☐ For | | ☐ | | Against
| | ☐ | | Abstain
| | | | | | | | | | | | | THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON THE PROXY BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE CLASS II DIRECTORS INDICATED IN PROPOSAL 1, FOR PROPOSALS 2 AND 3, AND IN THE PROXY HOLDER’S DISCRETION ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF. ABSTENTIONS WILL BE COUNTED TOWARD THE EXISTENCE OF A QUORUM.
| | | | | | | | | | | | | | | | | | | Address Change? Mark box, sign, and indicate changes below: ☐ | | | | | | Date | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature(s) in Box
| | | | | | | | | | | | | | | | | | | | | Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.
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HELIX ENERGY SOLUTIONS GROUP, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 10, 2018
3505 West Sam Houston Parkway North
Suite 400
Houston, Texas 77043
| | | | | 
| | Helix Energy Solutions Group, Inc.
3505 West Sam Houston Parkway North, Suite 400
Houston, Texas 77043
| | proxy
|
This Proxy is Solicited on Behalf of the Board of Directors for the Annual Meeting on May 10, 2018.
The undersigned, having duly received the Notice of Annual Meeting of Shareholders and the Proxy Statement, dated March 27, 2018, hereby appoints Alisa B. Johnson and Kenneth E. Neikirk as Proxies (each with the power to act alone and with the power of substitution and revocation) to represent the undersigned and to vote, as designated below, all shares of Helix Energy Solutions Group, Inc. common stock held of record by the undersigned on March 12, 2018 at the 2018 Annual Meeting of Stockholders to be held on May 10, 2018 at 8:30 a.m. at Helix’s corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043, and any adjournments thereof.
See reverse for voting instructions.
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