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,
2021, 20202023, 2022 and
20192021 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 | | | 1/4/2021 | | | | 12/10/2020 | | | | 130,952 | (1) | | | $697,319 | |
| | 1/4/2021 | | | | 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 | |
| | 1/2/2019 | | | | 12/12/2018 | | | | 295,749 | (1) | | | $2,247,692 | |
| | 1/2/2019 | | | | 12/12/2018 | | | | 295,749 | (3) | | | $1,600,002 | |
Scotty Sparks Executive Vice President and Chief Operating Officer | | | 1/4/2021 | | | | 12/10/2020 | | | | 119,048 | (1) | | | $633,931 | |
| | 1/4/2021 | | | | 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 | |
| | 1/2/2019 | | | | 12/12/2018 | | | | 99,353 | (1) | | | $755,083 | |
| | 1/2/2019 | | | | 12/12/2018 | | | | 99,353 | (3) | | | $537,500 | |
Erik Staffeldt Executive Vice President and Chief Financial Officer | | | 1/4/2021 | | | | 12/10/2020 | | | | 107,143 | (1) | | | $570,536 | |
| | 1/4/2021 | | | | 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 | |
| | 1/2/2019 | | | | 12/12/2018 | | | | 99,353 | (1) | | | $755,083 | |
| | 1/2/2019 | | | | 12/12/2018 | | | | 99,353 | (3) | | | $537,500 | |
Ken Neikirk(5) Senior Vice President, General Counsel and Corporate Secretary | | | 1/4/2021 | | | | 12/10/2020 | | | | 95,238 | (1) | | | $507,142 | |
| | 1/4/2021 | | | | 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 | |
| | | 2019 | | | | – | | | | -0- | | | | $-0- | |
Owen Kratz
President and Chief Executive Officer | | HELIX ENERGY SOLUTIONS GROUP, INC. | 1/3/2023 | | | 12/7/2022 Proxy Statement51 |
| | 243,902(1) | | | $2,257,313
| | 1/3/2023 | | | 12/7/2022 | | | 243,902(2) | | | $1,799,997 | EXECUTIVE COMPENSATION | 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 | Scotty Sparks
Executive Vice President and Chief Operating Officer | | | 1/3/2023 | | | 12/7/2022 | | | 93,157(1) | | | $862,108 | | 1/3/2023 | | | 12/7/2022 | | | 93,157(2) | | | $687,499 | | 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 | Erik Staffeldt
Executive Vice President and Chief Financial Officer | | | 1/3/2023 | | | 12/7/2022 | | | 88,076(1) | | | $815,143 | | 1/3/2023 | | | 12/7/2022 | | | 88,076(2) | | | $650,001 | | 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 | Ken Neikirk
Executive Vice President, General Counsel
and Corporate Secretary | | | 1/3/2023 | | | 12/7/2022 | | | 64,363(1) | | | $595,680 | | 1/3/2023 | | | 12/7/2022 | | | 64,363(2) | | | $474,999 | | 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)
| (1) | This is the number of PSUs awarded to each named executive officer in 2021, 20202023, 2022 and 2019.2021. 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 20192023, 2022 and 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 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)
| (2) | This is a time-vesting RSU award. The 2023, 2022 and 2021 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)
| (3) | This is a time-vesting restricted stock award. The 2020 and 2019 awards vest ratably on an annual basis over a three-year period on each anniversary ofDuring the grant date.
| |
| (4) | Ourperiods shown, the 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 $10.28 per share of our common stock on December 31, 2022 for awards made in January 2023, $3.12 per share of our common stock on December 31, 2021 for awards made in January 2022 and $4.20 per share of our common stock on December 31, 2020 for awards made in January 2021, $9.63 per share of our common stock on December 31, 2019 for awards made in January 2020, and $5.41 per share of our common stock on December 31, 2018 for awards made in January 2019.2021. The amounts shown in this column, however, represent the grant date fair value of the PSU awards and RSU 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. | (5) | Mr. Neikirk became an executive officer in May 2019. No grants of restricted stock, RSUs or PSUs were made to Mr. Neikirk in 2019. | 2024 Proxy Statement | | | 63 |
TABLE OF CONTENTS Outstanding Equity Awards as of December 31, 20212023 The following table includes certain information with respect to the value as of December 31, 20212023 of all unvested restricted stock, RSU and PSU awards outstanding for each of our named executive officers. | | | | | | | | | | | | | | | | | | | | | Stock Awards(1) | Name and Principal Position | | 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 | | | 98,583 (6) | | | | $307,579 | | | | 295,749 (7) | | | | $922,737 | | | | 124,611 (8) | | | | $388,786 | | | | 186,916 (9) | | | | $583,178 | | | | 130,952 (10) | | | | $408,570 | | | | 130,952 (11) | | | | $408,570 | | Scotty Sparks Executive Vice President and Chief Operating Officer | | | 33,118 (6) | | | | $103,328 | | | | 99,353 (7) | | | | $309,981 | | | | 40,672 (8) | | | | $126,897 | | | | 61,007 (9) | | | | $190,342 | | | | 119,048(10) | | | | $371,430 | | | | 119,048 (11) | | | | $371,430 | | Erik Staffeldt Executive Vice President and Chief Financial Officer | | | 33,118 (6) | | | | $103,328 | | | | 99,353 (7) | | | | $309,981 | | | | 37,210 (8) | | | | $116,095 | | | | 55,815 (9) | | | | $174,143 | | | | 107,143 (10) | | | | $334,286 | | | | 107,143 (11) | | | | $334,286 | | | | | | | Ken Neikirk Senior Vice President, General Counsel and Corporate Secretary | |
| 25,961 (8)
95,238 (10) |
| |
| $80,998
$297,143 |
| |
| 38,941 (9)
95,238 (11) |
| |
| $121,496
$297,143 |
|
Owen Kratz
President and Chief Executive Officer | | | 43,651(6) | | | $448,732 | | | 130,952(7) | | | $1,346,187 | | 384,616(8) | | | $3,953,852 | | | 576,923(9) | | | $5,930,768 | | 243,902(10) | | | $2,507,313 | | | 243,902(11) | | | $2,507,313 | Scotty Sparks
Executive Vice President and
Chief Operating Officer | | | 39,683(6) | | | $407,941 | | | 119,048(7) | | | $1,223,813 | | 125,534(8) | | | $1,290,490 | | | 188,301(9) | | | $1,935,734 | | 93,157(10) | | | $957,654 | | | 93,157(11) | | | $957,654 | Erik Staffeldt
Executive Vice President and
Chief Financial Officer | | | 35,715(6) | | | $367,150 | | | 107,143(7) | | | $1,101,430 | | 114,851(8) | | | $1,180,668 | | | 172,276(9) | | | $1,770,997 | | 88,076(10) | | | $905,421 | | | 88,076(11) | | | $905,421 | Ken Neikirk
Executive Vice President, General Counsel
and Corporate Secretary | | | 31,746(6) | | | $326,349 | | | 95,328(7) | | | $979,972 | | 85,470(8) | | | $878,632 | | | 128,205(9) | | | $1,317,947 | | 64,363(10) | | | $661,652 | | | 64,363(11) | | | $661,652 |
(1)
| No options were granted by Helix in 20212023 and no options are currently outstanding. |
(2)
| The numbers in this column represent unvested shares of restricted stock and RSUs as of December 31, 2021.2023. RSUs granted in 2023, 2022 and 2021 are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. There are no unvested shares of restricted stock as of December 31, 2023. |
(3)
| | | 52 2022 Proxy StatementHELIX ENERGY SOLUTIONS GROUP, INC. | | |
(3) | The fair market value is calculated as the product of the closing price on the last business day of 2021,2023, which was $3.12$10.28 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 paid with respect to any outstanding equity awards. |
(5)
| The numbers in this column represent unvested PSUs as of December 31, 2021.2023. PSUs granted in 2023, 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 sharesRSUs granted on January 2, 2019,1, 2021, which vestvested ratably on an annual basis over athe three-year period. period ended December 31, 2023. |
(7)
| PSUs granted on January 2, 2019,4, 2021, for which the three-year performance period ended on December 31, 2021. 2023. |
(8)
| Restricted shares granted on January 2, 2020, which vest ratably on an annual basis over a three-year period.
|
(9) | PSUs granted on January 2, 2020, for which the performance period ends on December 31, 2022.
|
(10) | RSUs granted on January 4, 2021,2022, which vest ratably on an annual basis over a three-year period and are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
(11)(9)
| PSUs granted on January 4, 2021,2022, for which the performance period ends on December 31, 20232024 and are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
(10)
| RSUs granted on January 3, 2023, which vest ratably on an annual basis over a three-year period and are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
(11)
| PSUs granted on January 3, 2023 for which the performance period ends on December 31, 2025 and are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
64 | | | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS Option Exercises and Stock Vested for Fiscal Year 20212023 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 each of our named executive officers during the year ended December 31, 2021. | | | | | | | | | | | | | | 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- | | 231,622 | | $972,812 | | | | | | Scotty Sparks Executive Vice President and Chief Operating Officer | | -0- | | $-0- | | 77,215 | | $324,303 | | | | | | Erik Staffeldt Executive Vice President and Chief Financial Officer | | -0- | | $-0- | | 68,302 | | $286,868 | | | | | | Ken Neikirk Senior Vice President, General Counsel and Corporate Secretary | | -0- | | $-0- | | 12,980 | | $54,516 |
| | | | | HELIX ENERGY SOLUTIONS GROUP, INC.2022 Proxy Statement53 | 2023.
Owen Kratz
President and Chief Executive Officer | | | -0- | | | $-0- | | | 298,264 | | | $2,130,035 | Scotty Sparks
Executive Vice President and Chief Operating Officer | | | -0- | | | $-0- | | | 122,786 | | | $882,937 | Erik Staffeldt
Executive Vice President and Chief Financial Officer | | | -0- | | | $-0- | | | 111,744 | | | $803,423 | Ken Neikirk
Executive Vice President, General Counsel
and Corporate Secretary | | | -0- | | | $-0- | | | 87,462 | | | $629,658 |
The following table includes certain information with respect to all other compensation received by each of our named executive officers during the years ended December 31, 2021, 20202023, 2022 and 2019.2021.Owen Kratz
President and Chief Executive Officer | | | 2023 | | | $8,250 | | | $-0- | | | $8,250 | | 2022 | | | $7,625 | | | $-0- | | | $7,625 | | 2021 | | | $-0- | | | $-0- | | | $-0- | Scotty Sparks
Executive Vice President and Chief Operating Officer | | | 2023 | | | $-0- | | | $-0- | | | $-0- | | 2022 | | | $-0- | | | $-0- | | | $-0- | | 2021 | | | $-0- | | | $-0- | | | $-0- | Erik Staffeldt
Executive Vice President and Chief Financial Officer | | | 2023 | | | $8,250 | | | $-0- | | | $8,250 | | 2022 | | | $7,625 | | | $-0- | | | $7,625 | | 2021 | | | $-0- | | | $-0- | | | $-0- | Ken Neikirk
Executive Vice President, General Counsel
and Corporate Secretary | | | 2023 | | | $8,250 | | | $-0- | | | $8,250 | | 2022 | | | $7,625 | | | $-0- | | | $7,625 | | 2021 | | | $-0- | | | $-0- | | | $-0- |
(1)
| | | | | | | | | | | | | | | | Name | | Year | | Helix Contributions to
Retirement and
401(k) Plans(1) | | Severance Payments/
Accruals | | Total | | Owen Kratz
President and
Chief Executive Officer
| | 2021
2020
2019
| | $-0-
$7,125
$-0-
| | $-0-
$-0-
$-0-
| |
| $-0-
$7,125
$-0-
|
| Scotty Sparks
Executive Vice President and Chief Operating Officer
| | 2021
2020
2019
| | $-0-
$-0-
$-0-
| | $-0-
$-0-
$-0-
| |
| $-0-
$-0-
$-0-
|
| Erik Staffeldt
Executive Vice President and Chief Financial Officer
| | 2021
2020
2019
| | $-0-
$7,125
$6,484
| | $-0-
$-0-
$-0-
| |
| $-0-
$7,125
$6,484 |
| Ken Neikirk(2)
Senior Vice President,
General Counsel and
Corporate Secretary
| | 2021
2020
2019
| | $-0-
$7,125
$5,311
| | $-0-
$-0-
$-0-
| |
| $-0-
$7,125
$5,311
|
|
| (1) | The amounts in this column consist of matching contributions by Helix through our Employees’ 401(k) Savings Plan. Helix suspended its discretionary matching contributions tofor 2021. Mr. Sparks does not participate in our employees’ 401(k) accounts for 2018. From April 2019 through 2020,plan. For 2022, Helix reinstated its discretionary matching contributions at the rate of 50% of an employee’s pre-tax contributions up to 5% of the employee’s compensation, subject to contribution limits which in 2019 was $7,000 and in 2020 was $7,125 for each of the named executive officers. Helix suspended itssuch discretionary matching contributions for 2021. Mr. Sparks does not participateby Helix remained at the same rate in our 401(k) plan. |
| (2) | Mr. Neikirk became an executive officer in May 2019.
|
| | | 54 2022 Proxy StatementHELIX ENERGY SOLUTIONS GROUP, INC. | | 2023. |
Helix Energy Solutions Group, Inc. | | EXECUTIVE COMPENSATION | 2024 Proxy Statement | | | 65 |
TABLE OF CONTENTS 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 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 (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 Messrs. Sparks, Staffeldt and Neikirk 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 with respect to the specific terms applicable to each executive 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 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, STI, long-term incentives and benefits (with amounts that vary according to their 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. With respect to the following information and table, the following assumptions and general principles apply: | · | | The amounts shown with respect to any termination assume that the named executive officer’s employment was terminated on December 31, 2021. 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 termination regardless of the manner in which the named executive officer 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. |
The amounts shown with respect to any termination assume that the named executive officer’s employment was terminated on December 31, 2023. 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. 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 his employment with us for any reason, the named executive officer shall not engage in the conception, design, development, production, marketing or servicing in the offshore energy services industry. Each named executive officer also agrees not to solicit any customers with whom he has had contact or any of our employees for a period of one year after the termination of the named executive officer’s employment with us for any reason. | | | | | HELIX ENERGY SOLUTIONS GROUP, INC.2022 Proxy Statement55 |
Termination for Cause or as a Result of Death, Disability or Retirement Pursuant to thehis employment agreements between us and our named executive officers,agreement, if a named executive officer is terminated by us for “Cause,” as“Cause” (as defined in his employment agreement,agreement), then 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 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, his
66 | | | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS estate or other designated party, the named executive officer’s salary through the date of his termination plus any unpaid STI earned for the prior year and the STI earned for the year of termination in an amount equal to a prorated portion of the STI for the period up to the date of termination. Any prorated STI will be paid on the same date as the STI 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 employment agreement until his 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 employment without “Good Reason,” asReason” (as defined in his employment agreement,agreement), upon 30 days’ written notice, 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 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, all equity-based incentive awards that would have vested in Involuntary Termination by accordance with their terms within 12 months of the termination automatically vest. The named executive officer also is entitled to receive any unpaid STI earned for the prior year, paid on the same date as the STI is paid to the other participants (but no later than March 15 of the year of termination), and the full amount of his target STI for the year of the termination, paid on the same date as the STI is paid to the other participants (assuming such an STI is paid, but no later than March 15 of the following year). The salary multiple is two times for Mr. Kratz and one time for Messrs. Sparks, Staffeldt and Neikirk.
In the event we terminate the employment of a named executive officer for any other reason (other than for “Cause” or upon the death, disability or retirement of the named executive officer), then pursuant to his 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, all equity-based incentive awards that would have vested in accordance with their terms within 12 months of the termination automatically vest. The named executive officer also is entitled to receive any unpaid STI earned for the prior year, paid no later than March 15 of the year of termination, and the full amount of his target STI for the year of the termination, paid on the same date as the STI is paid to the other participants, assuming such an STI is paid but no later than March 15 of the followingaccordance with their terms within 12 months of the termination automatically vest. The named executive officer also is entitled to receive any unpaid STI earned for the prior year, paid on the same date as the STI is paid to the other participants (but no later than March 15 of the year of termination), and the full amount of his target STI for the year of the termination, paid on the same date as the STI is paid to the other participants (assuming such an STI is paid, but no later than March 15 of the following year). The salary multiple is two times for each named executive officer is set forth below:
| | | | | ● Owen Kratz | | 2 times | | | ● Scotty Sparks | | 1Mr. Kratz and one time | | | ● Erik Staffeldt | | 1 time | | | ● Ken Neikirk | | 1 time |
year. The salary multiple for each named executive officer is set forth below:
| | | | | ● Owen Kratz | | 2 times | | | ● Scotty Sparks | | 1 time | | | ● Erik Staffeldt | | 1 time | | | ● Ken Neikirk | | 1 time |
Messrs. Sparks, Staffeldt and Neikirk. 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 | | | 56 2022 Proxy StatementHELIX ENERGY SOLUTIONS GROUP, INC. | | |
historically has been based in part on the named executive 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. | | | 2024 Proxy Statement | | | 67 |
TABLE OF CONTENTS Change in Control Provisions With respect to each named executive officer, pursuantPursuant to the terms of hiseach named executive officer’s employment agreement, if a named executive officer terminates his employment for “Good Reason” or is terminated by us without “Cause” within a two-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 current salary plus STI target), (2) all restricted stock and other equity-based awards held by the named executive officer under the 2005 Long Term Incentive 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.
| | | ● Owen Kratz
| | 2.99 times | | | ● Scotty Sparks
| | 2 times | | | ● Erik Staffeldt
| | 2 times | | | ● Ken Neikirk
| | 2 times |
The salary multiple is 2.99 times for Mr. Kratz and two times for Messrs. Sparks, Staffeldt and Neikirk. Mr. Kratz’s employment agreement provides that if any payment is subject to any excise tax under Internal Revenue Code Section 4999, a “gross-up”“gross-up” payment would be made to place Mr. Kratz in the same net after-tax position as would have been the case if no excise tax had been payable. The employment agreements with Messrs. Sparks, Staffeldt and Neikirk do not contain any “gross-up” protections with respect to excise tax.tax “gross-up” protections. 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 any 12-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 then-existing Board, or (3) a change in ownership of a substantial portion of the assets of Helix during any 12-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 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 duties, or any action that would constitute a material breach of the employment agreement by Helix. 68 | | | | | HELIX ENERGY SOLUTIONS GROUP, INC.20222024 Proxy Statement57 | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS
Potential Payments upon Certain Events Including Termination after a Change in Control Our 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, 20212023 for reasons other than a Change in Control or (b) a Change in Control had occurred within three months of the end of 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | O. Kratz | | | | S. Sparks | | | | E. Staffeldt | | | | K. Neikirk | | | Normal and Early Retirement(1) | | | | | | | | | | | | | | | | | | | 2021 annual cash incentive compensation(2) | | $ | | | 929,670 | | | $ | | | -0- | | | $ | | | -0- | | | $ | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | 929,670 | | | $ | | | -0- | | | $ | | | -0- | | | $ | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | Death(1) | | | | | | | | | | | | | | | | | | | | | | | | | 2021 annual cash incentive compensation(2) | | $ | | | 929,670 | | | $ | | | -0- | | | $ | | | -0- | | | $ | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | 929,670 | | | $ | | | -0- | | | $ | | | -0- | | | $ | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | Disability(1)(3) | | | | | | | | | | | | | | | | | | | | | | | | | 2021 annual cash incentive compensation(2) | | $ | | | 929,670 | | | $ | | | -0- | | | $ | | | -0- | | | $ | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | 929,670 | | | $ | | | -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 | | | | | | | | | | | | | | | | | | | | | | | | | 2021 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) | | | | | 638,159 | | | | | | 290,584 | | | | | | 272,803 | | | | | 139,545 | | | Accelerated PSU Awards(5) | | | | | 1,845,474 | | | | | | 619,963 | | | | | | 619,963 | | | | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | 4,933,633 | | | $ | | | 1,830,547 | | | $ | | | 1,772,766 | | | $ | | 939,545 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination by Executive for Good Reason | | | | | | | | | | | | | | | | | | | | | | | | | 2021 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) | | | | | 638,159 | | | | | | 290,584 | | | | | | 272,803 | | | | | 139,545 | | | Accelerated PSU Awards(5) | | | | | 1,845,474 | | | | | | 619,963 | | | | | | 619,963 | | | | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | 4,933,633 | | | $ | | | 1,830,547 | | | $ | | | 1,772,766 | | | $ | | 939,545 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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) | | | | | 1,104,936 | | | | | | 601,655 | | | | | | 553,710 | | | | | 378,141 | | | Accelerated PSU Awards(7) | | | | | 2,254,044 | | | | | | 991,392 | | | | | | 954,249 | | | | | 297,143 | | | COBRA Coverage | | | | | -0- | | | | | | -0- | | | | | | -0- | | | | | -0- | | | Excise tax gross-up | | | | | -0- | | | | | | -0- | | | | | | -0- | | | | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | 3,358,980 | | | $ | | | 1,593,047 | | | $ | | | 1,507,959 | | | $ | | 675,284 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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) | | | | | 1,104,936 | | | | | | 601,655 | | | | | | 553,710 | | | | | 378,141 | | | Accelerated PSU Awards(7) | | | | | 2,254,044 | | | | | | 991,392 | | | | | | 954,249 | | | | | 297,143 | | | COBRA Coverage | | | | | 18,103 | | | | | | 26,892 | | | | | | 26,892 | | | | | 26,892 | | | Excise tax gross-up | | | | | -0- | | | | | | -0- | | | | | | -0- | | | | | -0- | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | | | 8,609,583 | | | $ | | | 3,459,939 | | | $ | | | 3,294,851 | | | $ | | 2,302,176 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2023:Normal and Early Retirement(1) | | | | | | | | | | | | | 2023 annual cash incentive compensation(2) | | | $2,157,600 | | | $827,080 | | | $791,120 | | | $719,200 | Total | | | $2,157,600 | | | $827,080 | | | $791,120 | | | $719,200 | Death(1) | | | | | | | | | | | | | 2023 annual cash incentive compensation(2) | | | $2,157,600 | | | $827,080 | | | $791,120 | | | $719,200 | Total | | | $2,157,600 | | | $827,080 | | | $791,120 | | | $719,200 | Disability(1)(3) | | | | | | | | | | | | | 2023 annual cash incentive compensation(2) | | | $2,157,600 | | | $827,080 | | | $791,120 | | | $719,200 | Total | | | $2,157,600 | | | $827,080 | | | $791,120 | | | $719,200 | Termination for Cause or Resignation without Good Reason | | | | | | | | | | | | | Amount Received | | | $-0- | | | $-0 | | | $-0- | | | $-0- | Total | | | $-0- | | | $-0- | | | $-0- | | | $-0- | Involuntary Termination without Cause | | | | | | | | | | | | | 2023 annual cash incentive compensation | | | $1,200,000 | | | $460,000 | | | $440,000 | | | $400,000 | Multiple of base salary | | | 1,600,000 | | | 460,000 | | | 440,000 | | | 400,000 | Accelerated vesting of RSUs(4) | | | 3,261,423 | | | 1,372,401 | | | 1,259,279 | | | 986,212 | Accelerated PSU Awards(5) | | | 2,436,596 | | | 2,215,104 | | | 1,993,611 | | | 1,772,077 | Total | | | $8,498,019 | | | $4,507,505 | | | $4,132,890 | | | $3,558,289 | Termination by Executive for Good Reason | | | | | | | | | | | | | 2023 annual cash incentive compensation | | | $1,200,000 | | | $460,000 | | | $440,000 | | | $400,000 | Multiple of base salary | | | 1,600,000 | | | 460,000 | | | 440,000 | | | 400,000 | Accelerated vesting of RSUs(4) | | | 3,261,423 | | | 1,372,401 | | | 1,259,279 | | | 986,212 | Accelerated PSU Awards(5) | | | 2,436,596 | | | 2,215,104 | | | 1,993,611 | | | 1,772,077 | Total | | | $8,498,019 | | | $4,507,505 | | | $4,132,890 | | | $3,558,289 |
Change in Control | | | | | | | | | | | | | Cash severance payment | | | $-0- | | | $-0- | | | $-0- | | | $-0- | Accelerated vesting of RSUs(6) | | | 6,909,897 | | | 2,656,085 | | | 2,453,240 | | | 1,866,632 | Accelerated PSU Awards(7) | | | 18,385,050 | | | 7,647,549 | | | 7,011,443 | | | 5,486,467 | COBRA Coverage | | | -0- | | | -0- | | | -0- | | | -0- | Excise tax gross-up | | | -0- | | | -0- | | | -0- | | | -0- | Total | | | $25,294,947 | | | $10,303,634 | | | $9,464,683 | | | $7,353,099 | Change in Control with Involuntary Termination without Cause or by Executive for Good Reason | | | | | | | | | | | | | Cash severance payment | | | $5,980,000 | | | $1,840,000 | | | $1,760,000 | | | $1,600,000 | Accelerated vesting of RSUs(6) | | | 6,909,897 | | | 2,656,085 | | | 2,453,240 | | | 1,866,632 | Accelerated PSU Awards(7) | | | 18,385,050 | | | 7,647,549 | | | 7,011,443 | | | 5,486,467 | COBRA Coverage | | | 18,752 | | | 28,006 | | | 28,006 | | | 28,006 | Excise tax gross-up | | | -0- | | | -0- | | | -0- | | | -0- | Total | | | $31,293,699 | | | $12,171,640 | | | $11,252,689 | | | $8,981,105 |
(1)
| (1) | STI for 2021 would be payable under the terms of the STI program and/or our named executive officers’ employment agreements only to our named executive officers who were 65 or older at December 31, 2021.
| |
| (2) | 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 | |
| | | 58 2022 Proxy StatementHELIX ENERGY SOLUTIONS GROUP, INC. | | |
| 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. |
(2)
| (3)STI for 2023 would be payable under the terms of the STI program and/or as applicable under our named executive officers’ employment agreements. |
Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | 69 |
TABLE OF CONTENTS (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, 2021,2023, the named executive officer would have already received his base salary for such period. |
(4)
| (4) | Upon an involuntary termination without Cause or a termination by the executive for Good Reason, each named executive officer is entitled to the portion of his 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 31, 2021,2023, which was $3.12$10.28 per share. |
(5)
| (5) | Upon an involuntary termination without Cause or a termination by the executive for Good Reason, each named executive officer is entitled to the portion of his PSU Award that would vest within one year from the date of termination (calculated usingtermination. As of December 31, 2023, Helix’s stock performance was at the average71st percentile for the TSR portion of the closing price of Helix’s common stock for the 20 days prior2021 award (which equates to the occurrence162%) and 200% of the termination) with a payoutFree Cash Flow portion; accordingly, the PSUs issued for 2021 would have been issued at approximately 181%. These amounts are based uponon the closing price of our common stock on December 31, 2021,2023, which was $3.12$10.28 per share. |
(6)
| (6) | These amounts are based upon the closing price of our common stock on December 31, 2021,2023, which was $3.12$10.28 per share. |
(7)
| (7) | The 2019 and 2020 PSU award agreements provide for vesting of 100% of the award upon the occurrence of a Change in Control based on the TSR calculation of Helix and the designated performance peer group over the adjusted performance period. As of December 31, 2021, Helix’s stock performance was at the 73rd percentile for the 2019 award and was at the 17th percentile for the 2020 award; accordingly, the PSUs issued for 2019 and 2020 would have been issued at 200% and 0%, respectively, of each of the awards.
The 2021 PSU, 2022 PSU and 2023 PSU award agreements provide for vesting of 100% of the award 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. These amounts are based upon the closing price of our common stock on December 31,2023, which was $10.28 per share. As of December 31, 2021,2023, Helix’s stock performance was at the 6th71st percentile for the TSR portion of the 2021 award (which equates to 0%162%) and 200% of the Free Cash Flow portion; accordingly, the PSUs issued for 2021 would have been issued at 100%approximately 181%. As of December 31, 2023, Helix’s stock performance was at the 94th 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%. As of December 31, 2023, Helix’s stock performance was at the 84th percentile for the TSR portion of the 2023 award (which equates to 200%) and 125% of the Free Cash Flow portion; accordingly, the PSUs issued for 2023 would have been issued at approximately 163%. The actual number of PSUs received in the event of a Change in Control will depend on Helix’s final performance through the date of the triggering event and the projections above are our estimates based on currently available information. |
Chief Executive Officer Pay Ratio Helix is a global company that in 2021as of December 31, 2023 employed 1,327 people with over 60% of our workforce located outside of the U.S.2,531 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 make the compensation of every Helix employee reflective of the level of their contributions and responsibilities, and 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 calculatecalculates and disclosediscloses 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 our Chief Executive Officer. The paragraphs that follow describe our methodology and the resulting Chief Executive Officer to median employee pay ratio. Measurement Date No change has occurred in our employee population or employee compensation arrangements that we believe would result in a significant change to our prior year’s calculations. As such, we
We identified and determined the median employee using our employee population on November 30, 2020.December 31, 2023. Consistently Applied Compensation Measure (CACM) Under the relevant rules, we were required to identifyidentified 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 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. | | | | | HELIX ENERGY SOLUTIONS GROUP, INC.2022 Proxy Statement59 |
Methodology and Pay Ratio For the above-stated reason, we are using the same median employee for 2021 as we did for 2020. In 2020,2023, 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 $89,501$87,938 for 2021.2023. Our Chief Executive Officer’s compensation as reported in the Summary Compensation Table was $2,876,989$7,023,160 for 2021.2023. Therefore, our chief executive officer to median employee pay ratio is estimated at 32:80:1. 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 and accidental death and dismemberment insurance. If we included those amounts for both the median employee and our Chief Executive Officer, our Chief Executive Officer to median employee pay ratio would have been estimated at 30:77:1. 70 | | | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS This information is being provided for compliance purposes only. Neither the Compensation Committee nor Helix management used the pay ratio measure in making any compensation decisions. 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, 2023, 2022, 2021 and 2020. 2023 | | | $7,023,160 | | | $15,027,002 | | | $2,579,777 | | | $5,560,385 | | | $106.4 | | | $115.1 | | | $(10,838) | | | $273,403 | 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: 2023 | | | $800,000 | | | $2,157,600 | | | $8,250 | | | $7,023,160 | | | $4,057,310 | | | $12,061,152 | | | $15,027,002 | 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: 2023 | | | $433,333 | | | $779,133 | | | $5,500 | | | $2,579,777 | | | $1,361,810 | | | $4,342,418 | | | $5,560,385 | 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. |
Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | 71 |
TABLE OF CONTENTS (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, 2023, 2022, 2021 and 2020 is further detailed in the supplemental tables below. |
PEO Equity Component of CAP for Fiscal Year ended December 31, 2023: PSUs | | | $3,435,360 | | | $4,947,659 | | | — | | | $8,383,019 | RSUs | | | $2,507,312 | | | $1,241,974 | | | (71,153) | | | $3,678,133 | RSAs | | | — | | | — | | | — | | | — | Total | | | $5,942,672 | | | $6,189,633 | | | (71,153) | | | $12,061,152 |
Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2023: PSUs | | | $1,153,073 | | | $1,929,204 | | | — | | | $3,082,277 | RSUs | | | $841,576 | | | $418,565 | | | — | | | $1,260,141 | RSAs | | | — | | | — | | | — | | | — | Total | | | $1,994,649 | | | $2,347,769 | | | — | | | $4,342,418 |
PEO Equity Component of CAP for Fiscal Year ended December 31, 2022: 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 |
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TABLE OF CONTENTS Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2022: 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: 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: PSUs | | | $534,108 | | | $(409,631) | | | — | | | $124,477 | RSUs | | | $334,286 | | | — | | | — | | | $334,286 | RSAs | | | — | | | $(61,228) | | | — | | | $(61,228) | Total | | | $868,394 | | | $(470,859) | | | — | | | $397,535 |
PEO Equity Component of CAP for Fiscal Year ended December 31, 2020: 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) |
Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | 73 |
TABLE OF CONTENTS Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2020: 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 2023 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 37-38 of our 2023 Annual Report. |
Tabular List of Most Important Performance Measures 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, 2023 as further described in our Compensation Discussion & Analysis (“CD&A”) within the sections titled “2023 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. 60 2022• | | | Adjusted EBITDA | • | | | Total Shareholder Return | • | | | Free Cash Flow |
74 | | | 2024 Proxy StatementHELIX ENERGY SOLUTIONS GROUP, INC. | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS
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 four most recently completed fiscal years. 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 four most recently completed fiscal years.
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 four most recently completed fiscal years. (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 37-38 of our 2023 Annual Report.” Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | 75 |
TABLE OF CONTENTSPROPOSAL 3: | APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE 2021 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
|
Advisory Vote on the Approval
of the 2023 Compensation of Our
Named Executive Officers Helix is seeking aan advisory shareholder vote on a non-binding advisory basis, on the 2021approval of the 2023 compensation of our named executive officers (commonly referred to as “say on pay”). This vote is non-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.” | · | | For 2021 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;
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| > | Maintain an STI program based on stretch Adjusted EBITDA goals;
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| > | Approve a long-term incentive program tied to the performance of our common stock and other financial performance metrics;
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| > | Impose stock performance requirements as compared to a formulaically selected performance peer group in connection with payout of PSU awards; and
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| > | Consider the outcome of our “say on pay” votes and our shareholders’ views when making future compensation decisions for our NEOs.
|
| · | | Further in 2021, in response to market volatility including with respect to the ongoing COVID-19 pandemic, the Compensation Committee: |
For 2023 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 an STI program based on stretch Adjusted EBITDA goals, updated in 2023 to be based on both stretch Adjusted EBITDA goals and a balanced scorecard of ESG metrics; Approve a long-term incentive program tied to the performance of our common stock and other financial metrics; Impose stock performance requirements as compared to a formulaically selected performance peer group in connection with payout of 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 2023 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. 76 | > | Appropriately engaged proactively and responded during a continuing challenged market; | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
| > | With the support of our executive officers, reduced the long-term incentive awards of certain of our executive officers; and
|
| > | Took steps designed to conserve the Company’s share count and avoid potential dilution.
|
TABLE OF CONTENTS | · | | The Compensation Committee and management believe that the Company’s 2021 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.
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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 2021 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.
The vote on the 2021approval of the 2023 compensation of our named executive officers is advisory and non-binding. However, the Board will consider shareholders to have approved our named executive officers’ 20212023 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. | | | | | HELIX ENERGY SOLUTIONS GROUP, INC.2022 Proxy Statement61Board 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 2023 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. |
Helix Energy Solutions Group, Inc. | | SHARE OWNERSHIP INFORMATION | 2024 Proxy Statement | | | 77 |
TABLE OF CONTENTS Approval of Amendment and
Restatement of Our 2005 Long
Term Incentive Plan The Board previously adopted, and our shareholders previously approved, the Helix Energy Solutions Group, Inc. 2005 Long Term Incentive Plan as amended and restated effective May 15, 2019 (our “2005 Long Term Incentive Plan”). On February 20, 2024, the Board approved the amendment and restatement of our 2005 Long Term Incentive Plan (our “Amended 2005 Long Term Incentive Plan”), subject to shareholder approval, to (i) authorize 7,000,000 additional shares for issuance pursuant to our equity incentive compensation strategy; (ii) clarify that any dividends or dividend equivalents to which a holder of an award is entitled will not be payable prior to the vesting or settlement, as appliable, of the underlying award; (iii) clarify that no dividends or dividend equivalents will be paid on option or stock appreciation rights (“SARs”); (iv) specify that in the event that on the last business day of the term of an option or SAR, (a) the exercise of the option or SAR is prohibited by applicable law or (b) shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the option or SAR will be extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement; (v) clarify that the holder of an SAR will not have any rights as a stockholder with respect to stock covered by an SAR until he or she exercises the SAR; and (vi) specify that awards and amounts paid or payable pursuant to or with respect to awards will be subject to the provisions of any applicable recoupment policies or procedures adopted by the Company. At the Annual Meeting, our shareholders are being asked to approve our Amended 2005 Long Term Incentive Plan. If our Amended 2005 Long Term Incentive Plan is not approved at the Annual Meeting, our 2005 Long Term Incentive Plan will remain in effect. Our 2005 Long Term Incentive Plan reserves 17,300,000 shares for issuance thereunder. Our Amended 2005 Long Term Incentive Plan reserves an additional 7,000,000 shares for issuance thereunder. If our shareholders approve this proposal, the total number of shares authorized and reserved for issuance under our Amended 2005 Long Term Incentive Plan will be 24,300,000 shares (of which 14,794,570 shares have been issued). However, if this proposal is rejected by shareholders, the total number of shares authorized and reserved for issuance under our 2005 Long Term Incentive Plan will remain at 17,300,000, of which approximately 2,505,430 remain available for issuance as of March 19, 2024. Based on current forecasts, if the increase is not approved, we anticipate that our 2005 Long Term Incentive Plan will run out of available shares in less than two years. For additional information on shares outstanding and available for issuance under the 2005 Long Term Incentive Plan as of March 19, 2024, see “Equity Compensation Plan Information – Basis for the Requested Increase to Shares Available under the 2005 Long Term Incentive Plan” on page 88. We are asking you to authorize 7,000,000 shares for future issuance under the Amended 2005 Long Term Incentive Plan, which could result in potential dilution of approximately 4.4%. This potential dilution was calculated by dividing (i) the 7,000,000 shares for future issuance requested herein by the total number of shares of outstanding common stock plus the additional shares requested for the Amended 2005 Long Term Incentive Plan. In consideration of this proposal, shareholders should also be aware that the average number of shares granted under all long-term incentive plans over the last three fiscal years, divided by the number of shares outstanding, is approximately 1.04%. Further, overhang as of March 19, 2024 is 2.05%. Overhang consists of the number of shares subject to equity awards outstanding as of March 19, 2024 divided by the number 78 | | | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS of shares of our common stock outstanding as of March 19, 2024. The dilution, average number of shares granted and overhang assume PSUs at target performance. Based on historical prior years’ grants and historical stock prices, Helix anticipates that the shares available for issuance under our Amended 2005 Long Term Incentive Plan will be sufficient to meet the needs of our long-term incentive program for approximately five years. Summary of our Amended 2005 Long Term Incentive Plan The full text of our Amended 2005 Long Term Incentive Plan is set forth as Annex A hereto, and you are urged to refer to it for a complete description of our Amended 2005 Long Term Incentive Plan. The summary of the principal features of our Amended 2005 Long Term Incentive Plan that follows is qualified entirely by such reference. Purpose. Our Amended 2005 Long Term Incentive Plan is intended to provide incentives to certain directors, officers and other employees of Helix and our affiliates (entities controlled by or under common control with Helix) by enabling them to acquire shares of Helix’s common stock and to receive other compensation based on the increase in value of our common stock or certain other performance measures. The Amended 2005 Long Term Incentive Plan also is intended to advance the best interests of Helix and our shareholders by providing those persons who have substantial responsibility for the management and growth of Helix and our affiliates with additional performance incentives and an opportunity to obtain or increase their proprietary interest in Helix, thereby encouraging them to continue in their employment with Helix and our affiliates. Term. If approved by our shareholders, our Amended 2005 Long Term Incentive Plan will be effective as of May 15, 2024. No awards may be issued under our Amended 2005 Long Term Incentive Plan on or after the date that our Amended 2005 Long Term Incentive Plan is terminated by the Board. Administration. The Compensation Committee (or a subcommittee composed of at least two of its members) or, in the absence thereof, the Board (the “Plan Committee”), will administer awards under our Amended 2005 Long Term Incentive Plan. In administering our Amended 2005 Long Term Incentive Plan, the Plan Committee will have the full power with respect to awards issued by it to: determine the persons to whom and the time or times at which awards will be made; determine the number and exercise price of shares of common stock covered in each award; determine the terms, provisions and conditions of each award, which need not be identical; accelerate the time at which any of the holder’s outstanding awards will vest; prescribe, amend and rescind rules and regulations relating to the administration of our Amended 2005 Long Term Incentive Plan; and make all other determinations and take all other actions deemed necessary, appropriate or advisable for the proper administration of our Amended 2005 Long Term Incentive Plan. All determinations and decisions made by the Plan Committee pursuant to the provisions of our Amended 2005 Long Term Incentive Plan and all related orders and resolutions of the Plan Committee will be final, conclusive and binding on all persons, including Helix, our shareholders, employees, holders and the estates and beneficiaries of employees and holders. Eligibility. Directors of Helix, common law employees of Helix and our affiliates, and persons who agree to become common law employees of Helix or any of our affiliates and are expected to become such within six months from the date of a determination made for purposes of our Amended 2005 Long Term Incentive Plan are eligible to receive awards under our Amended 2005 Long Term Incentive Plan. Maximum Shares Available. The maximum number of shares of our common stock that may be issued under our Amended 2005 Long Term Incentive Plan may not exceed 24,300,000 in the aggregate. The aggregate number of shares of common stock with respect to which incentive stock options may be granted under our Amended 2005 Long Term Incentive Plan is 2,000,000. The maximum number of shares of common stock with respect to which awards may be granted to an employee during a fiscal year is 1,000,000. The maximum value of a cash award that may be granted to an employee during a fiscal year is $10,000,000. Such limitations are subject to adjustment in accordance with our Amended 2005 Long Term Incentive Plan. Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | 79 |
TABLE OF CONTENTS Our Amended 2005 Long Term Incentive Plan provides that no non-employee director may receive, in any one calendar year, awards under our Amended 2005 Long Term Incentive Plan valued at the time of grant exceeding $500,000. Awards granted to a non-employee director in lieu of cash retainers and fees otherwise payable for service on the Board and its committees are excluded from this limitation. If shares of common stock are withheld from payment of an award to satisfy tax obligations with respect to the award, those shares of common stock will count against the aggregate number of shares of common stock with respect to which awards may be granted under our Amended 2005 Long Term Incentive Plan. If shares of common stock are tendered in payment of the option price of an option, those shares of common stock will not be added to the aggregate number of shares of common stock with respect to which awards may be granted under our Amended 2005 Long Term Incentive Plan. If any outstanding award is forfeited or canceled for any reason or is settled in cash in lieu of shares of common stock, the shares of common stock allocable to that portion of the award may again be subject to an award granted under our Amended 2005 Long Term Incentive Plan. Notwithstanding the foregoing, with respect to options and SARs that are settled in shares of common stock, the number of options or SARs exercised shall be counted against the number of shares of common stock with respect to which awards can be made regardless of the number of shares of common stock issued upon settlement of those options or SARs. Minimum Vesting or Restriction Period. Any award granted under our Amended 2005 Long Term Incentive Plan must have a vesting or restriction period of at least one year such that no portion of the award is scheduled to become vested prior to the first anniversary of the date of grant; earlier vesting of an award is limited to events of death, disability, change in control or retirement. However, 5% of the total number of shares of common stock available for issuance under our Amended 2005 Long Term Incentive Plan will not be subject to the minimum vesting or restricted period. Options.The Plan Committee may grant incentive stock options under Section 422 of the Code and nonqualified stock options under our Amended 2005 Long Term Incentive Plan to eligible persons in such number and upon such terms as the Plan Committee may determine, subject to the terms and provisions of our Amended 2005 Long Term Incentive Plan. The price at which shares of common stock may be purchased under an option will be determined by the Plan Committee, but such price may not be less than 100% of the fair market value of the shares on the date the option is granted. Options may not include provisions that “reload” the option upon exercise. In addition, the terms of outstanding options may not be amended to reduce the option price of outstanding options or cancel outstanding options in exchange for cash, other awards or new options with an option price that is less than the option price of the original option without shareholder approval. Unless specified otherwise in an option agreement, an option will expire on the tenth anniversary of the date the option is granted. An optionee will not have any rights as a shareholder with respect to common stock covered by an option until the optionee exercises the option. An option will not be exercisable after the earlier of the general term of the option specified in the applicable award agreement (which will not exceed ten years) or the period of time specified in the applicable award agreement that follows the award holder’s termination of employment or severance of affiliation relation with the Company. Notwithstanding the foregoing, in the event that on the last business day of the term of an option, (a) the exercise of the option is prohibited by applicable law or (b) shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the option will be extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement. Stock Appreciation Rights. Under our Amended 2005 Long Term Incentive Plan, the Plan Committee may award SARs to eligible persons selected by the Plan Committee. Every SAR entitles the recipient, on exercise of the SAR, to receive in cash or shares of common stock a value equal to the excess of the fair market value of a specified number of shares of common stock at the time of exercise, over the exercise price established by the Plan Committee. An SAR may be granted in tandem with an option, and a holder of a tandem SAR may elect to exercise either the option or the SAR, but not both. The Plan Committee will determine the terms, conditions and limitations applicable to any SARs, including the term of any SARs, which may not be longer than ten years, and the date or dates upon which they become vested and exercisable. SARs may not include provisions that “reload” the SAR upon exercise. In addition, the terms of outstanding SARs may not be amended to reduce the exercise price of outstanding SARs or cancel outstanding SARs in exchange for cash, other awards or new SARs with an exercise price that is less than the exercise price of the original SAR without shareholder approval. The holder of an SAR will not have any 80 | | | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS rights as a shareholder with respect to common stock covered by an SAR until the holder exercises the SAR. In the event that on the last business day of the term of an SAR, (a) the exercise of the SAR is prohibited by applicable law or (b) shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the SAR will be extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement. Restricted Stock.Under our Amended 2005 Long Term Incentive Plan, the Plan Committee may award restricted stock to eligible persons selected by the Plan Committee. The amount of, the vesting and the transferability restrictions applicable to any award of restricted stock will be determined by the Plan Committee. The recipient of the restricted stock will have all the rights of a shareholder with respect to the shares of restricted stock included in the restricted stock award during the restriction period established for the restricted stock award. The recipient of a restricted stock award is entitled to dividends paid with respect to restricted stock during the restriction period, which may be payable in cash or additional shares of common stock, as determined by the Plan Committee, at the end of the restriction period only to the extent that the restricted stock award becomes payable to the recipient of the restricted stock award. Also during the restriction period, the certificates representing the restricted stock will be registered in the recipient’s name and bear a restrictive legend to the effect that ownership of the restricted stock, and the enjoyment of the rights appurtenant thereto, are subject to the restrictions, terms and conditions provided by our Amended 2005 Long Term Incentive Plan. These certificates will be deposited with Helix and will be subject to forfeiture in accordance with our Amended 2005 Long Term Incentive Plan and the restricted stock award agreement. Restricted Stock Unit Awards. Our Amended 2005 Long Term Incentive Plan authorizes the Plan Committee to grant restricted stock units to eligible persons in the amounts and upon such terms as the Plan Committee will determine. The amount of, the vesting and the transferability restrictions applicable to any restricted stock unit award will be determined by the Plan Committee. Helix will maintain a bookkeeping ledger account that reflects the number of restricted stock units credited under our Amended 2005 Long Term Incentive Plan for the benefit of a holder. A restricted stock unit is similar in nature to restricted stock except that no shares of common stock are actually transferred to the holder until a later date specified in the applicable award agreement. Each restricted stock unit will have a value equal to the fair market value of one share of common stock. Payments pursuant to a restricted stock unit award will be made (i) at the time the Plan Committee specifies in the holder’s award agreement, subject to the terms and provisions of our Amended 2005 Long Term Incentive Plan, and (ii) in either cash or shares of common stock as specified in the holder’s award agreement. A holder of restricted stock units will not have the rights of a shareholder with respect to the holder’s restricted stock units, including no voting rights. The Plan Committee may specify that the recipient of a restricted stock unit award is entitled to dividend equivalents, which shall entitle the holder to an amount equal to all dividends and other distributions that are payable prior to settlement of the restricted stock units on a like number of shares of common stock. Any dividend equivalents may be payable in cash or additional shares of common stock, as determined by the Plan Committee, at the end of the restriction period only to the extent that the restricted stock unit award becomes payable to the holder. Performance Awards. Any award available under our Amended 2005 Long Term Incentive Plan may be structured as a performance award. Performance awards will be based on achievement of performance goals established by the Plan Committee, and will be subject to the terms, conditions and restrictions, as the Plan Committee will determine. Dividends or dividend equivalents with respect to performance awards will not be payable prior to the settlement of the underlying performance award, and such dividends or dividend equivalents will be forfeited to the extent the underlying performance award is forfeited. Non-Transferability. Except as specified in the applicable award agreements or in domestic relations court orders, awards will not be transferable by the holder other than by will or under the laws of descent and distribution, and will be exercisable, during the holder’s lifetime, only by him or her. In the discretion of the Plan Committee, any attempt to transfer an award other than pursuant to the terms of our Amended 2005 Long Term Incentive Plan and the applicable award agreement may terminate the award. Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | 81 |
TABLE OF CONTENTS Forfeiture. If the Plan Committee finds by a majority vote that a holder, before or after termination of his or her employment with Helix or any of our affiliates, (a) committed a fraud, embezzlement, theft, felony or an act of dishonesty in the course of his or her employment by Helix or an affiliate, which conduct damaged Helix or an affiliate or (b) disclosed trade secrets of Helix or an affiliate, then as of the date the Plan Committee makes its finding any awards awarded to the holder that have not been exercised by the holder (including all awards that have not yet vested) will be forfeited to Helix. The findings and decision of the Plan Committee with respect to the matter will be final for all purposes. The Plan Committee may specify in an award agreement that a holder’s rights, payments and benefits with respect to an award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an award. These events may include, but will not be limited to, termination of employment for cause, termination of the holder’s provision of services to Helix or our affiliates, violation of material policies of Helix or our affiliates, breach of non-competition, confidentiality, or other restrictive covenants that may apply to the holder, or other conduct by the holder that is detrimental to the business or reputation of Helix or our affiliates. The forfeiture provisions of the Amended 2005 Long Term Incentive Plan are not intended to, and will not be interpreted in a manner that does not, limit or restrict a participant from exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934. Limitation on Payment of Dividends and Dividend Equivalents. Any dividends or dividend equivalents to which a holder of an award is entitled will not be payable prior to the vesting or settlement, as applicable, of the underlying award. Any such dividends or dividend equivalents will be forfeited to the same extent the underlying award is forfeited. No dividends or dividend equivalents will be paid on options or SARs. Requirements of Law.Helix will not be required to sell or issue any shares of common stock under any award if issuing those shares of common stock would constitute or result in a violation by the holder or Helix of any provision of any law, statute or regulation of any governmental authority. Specifically, in connection with any applicable statute or regulation relating to the registration of securities, upon exercise of any option or pursuant to any other award, Helix will not be required to issue any shares of common stock unless the Plan Committee has received evidence satisfactory to it to the effect that the holder will not transfer the shares of common stock except in accordance with applicable law, including receipt of an opinion of counsel satisfactory to Helix to the effect that any proposed transfer complies with applicable law. Helix may, but in no event will be obligated to, register any shares of common stock covered by our Amended 2005 Long Term Incentive Plan pursuant to applicable securities laws of any country or any political subdivision. Helix will not be obligated to take any other affirmative action in order to cause or enable the exercise of an option or any other award, or the issuance of shares of common stock pursuant thereto, to comply with any law or regulation of any governmental authority. Adjustments. Our Amended 2005 Long Term Incentive Plan provides for appropriate adjustments in the number of shares of common stock subject to awards and available for future awards, the exercise price of outstanding awards, as well as the maximum award limits under our Amended 2005 Long Term Incentive Plan, in the event of changes in our outstanding common stock by reason of a merger, recapitalization or certain other events. Amendment and Termination.The Plan Committee may, at any time and from time to time, alter, amend, modify, suspend or terminate our Amended 2005 Long Term Incentive Plan and any award agreement in whole or in part. However, no alteration, amendment, modification, suspension or termination of our Amended 2005 Long Term Incentive Plan or an award agreement will adversely affect in any material way any award previously granted under our Amended 2005 Long Term Incentive Plan without the written consent of the holder of the award. The Plan Committee will not directly or indirectly lower the option price of a previously granted option and no amendment of our Amended 2005 Long Term Incentive Plan will be made without shareholder approval if shareholder approval is required by applicable law or stock exchange rules. 82 | | | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS Recoupment. Awards and amounts paid or payable pursuant to or with respect to awards will be subject to the provisions of any applicable recoupment policies or procedures adopted by the Company, which recoupment policies or procedures may provide for forfeiture, repurchase and/or recoupment of awards and amounts paid or payable pursuant to or with respect to Awards. Material Federal Income Tax Consequences of Awards Under our Amended 2005 Long Term Incentive Plan The following summary is based on current interpretations of existing federal income tax laws. The discussion below does not purport to be complete, and it does not discuss the tax consequences arising in the context of a participant’s death or the income tax laws of any local, state or foreign country in which a participant’s grants, income or gain may be taxable. Stock Options. Some of the options issuable under our Amended 2005 Long Term Incentive Plan may constitute incentive stock options, while other options granted under our Amended 2005 Long Term Incentive Plan may constitute nonqualified stock options. The Code provides for special tax treatment of stock options qualifying as incentive stock options, which may be more favorable to employees than the tax treatment accorded nonqualified stock options. On grant of either form of option, the optionee will not recognize income for tax purposes and we will not receive any deduction. Generally, on the exercise of an incentive stock option, the optionee will recognize no income for U.S. federal income tax purposes. However, the difference between the exercise price of the incentive stock option and the fair market value of the shares at the time of exercise is an adjustment in computing alternative minimum taxable income that may require payment of an alternative minimum tax. On the sale of shares of common stock acquired by exercise of an incentive stock option (assuming that the sale does not occur within two years of the date of grant of the option or within one year of the date of exercise), any gain will be taxed to the optionee as long-term capital gain. In contrast, on the exercise of a nonqualified option, the optionee generally recognizes taxable income (subject to withholding) in an amount equal to the difference between the fair market value of the shares of common stock acquired on the date of exercise and the exercise price. On any sale of those shares by the optionee, any difference between the sale price and the fair market value of the shares on the date of exercise of the nonqualified option will be treated generally as capital gain or loss. No deduction is available to us on the exercise of an incentive stock option (although a deduction may be available if the employee sells the shares acquired on exercise before the applicable holding periods expire); however, on exercise of a nonqualified stock option, we generally are entitled to a deduction in an amount equal to the income recognized by the employee. Except in the case of the death or disability of an optionee, an optionee has three months after termination of employment in which to exercise an incentive stock option and retain favorable tax treatment on exercise. An incentive stock option exercised more than three months after an optionee’s termination of employment other than on death or disability of an optionee cannot qualify for the tax treatment accorded incentive stock options. That option would be treated as a nonqualified stock option for tax purposes. Stock Appreciation Rights. The amount of any cash or the fair market value of any shares of common stock received by the holder on the exercise of SARs in excess of the exercise price will be subject to ordinary income tax in the year of receipt, and we will be entitled to a deduction for that amount. Restricted Stock.Generally, a grant of shares of common stock under our Amended 2005 Long Term Incentive Plan subject to vesting and transfer restrictions will not result in taxable income to the participant for federal income tax purposes or a tax deduction to us at the time of grant. The value of the shares will generally be taxable to the participant as compensation income in the year in which the restrictions on the shares lapse. The value will be the fair market value of the shares as to which the restrictions lapse on the date those restrictions lapse. Any participant, however, may elect pursuant to Section 83(b) of the Code to treat the fair market value of the restricted shares on the date of grant as compensation income in the year of grant, provided our Chief Financial Officer permits the election and the participant makes the election pursuant to Section 83(b) of the Code within 30 days after the date of grant. In any case, we will receive a deduction for federal income tax purposes equal to the amount of compensation included in the participant’s income in the year in which that amount is so included. Restricted Stock Units. A grant of a right to receive shares of common stock or cash in lieu of the shares will result in taxable income for federal income tax purposes to the participant at the time the award is settled in an amount equal to the fair market value of the shares or the amount of cash awarded. We will be entitled to a corresponding deduction at those times for the amount included in the participant’s income. Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | 83 |
TABLE OF CONTENTS Cash Awards. Cash awards under our Amended 2005 Long Term Incentive Plan are taxable income to the participant for federal income tax purposes at the time of payment. The participant will have compensation income equal to the amount of cash paid, and we will have a corresponding deduction for federal income tax purposes. Basis; Gain. A participant’s tax basis in vested shares of common stock acquired under our Amended 2005 Long Term Incentive Plan is equal to the sum of the price paid for the shares, if any, and the amount of ordinary income recognized by the participant on the transfer of vested shares. The participant’s holding period for the shares begins on the transfer to the participant of vested shares. If a participant sells shares, any difference between the amount realized in the sale and the participant’s tax basis in the shares is taxed as long-term or short-term capital gain or loss (provided the shares are held as a capital asset on the date of sale), depending on the participant’s holding period for the shares. Certain Tax Code Limitations on Deductibility. In order for us to deduct the amounts described above, those amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses. The ability to obtain a deduction for awards under our Amended 2005 Long Term Incentive Plan could also be limited by Section 280G of the Code, which provides that certain excess parachute payments made in connection with a change in control of an employer are not deductible. The ability to obtain a deduction for amounts paid under our Amended 2005 Long Term Incentive Plan could also be affected by Section 162(m) of the Code, which limits the deductibility, for U.S. federal income tax purposes, of compensation paid to certain employees including our named executive officers to $1 million during any taxable year. Section 409A of the Code. Section 409A of the Code generally provides that deferred compensation subject to Section 409A of the Code that does not meet the requirements for an exemption from Section 409A of the Code must satisfy specific requirements, both in operation and in form, regarding (i) the timing of payment, (ii) the election of deferrals and (iii) restrictions on the acceleration of payment. Failure to comply with Section 409A of the Code may result in the early taxation (and in some cases, plus interest) to the participant of deferred compensation and the imposition of a 20% additional tax imposed on the participant with respect to the deferred amounts included in the participant’s income. Plan Benefits Under our Amended 2005 Long Term Incentive Plan The number of awards (if any) that an eligible participant may receive under our Amended 2005 Long Term Incentive Plan is in the discretion of the Plan Committee and therefore cannot be determined in advance. If our Amended 2005 Long Term Incentive Plan is approved by our shareholders, we anticipate making annual grants of awards to our executive officers, certain employees and members of our Board under our Amended 2005 Long Term Incentive Plan, but the amount of any grant is not determinable at this time. These awards will be subject to a vesting schedule that will be specified in the applicable award agreement, and the number of shares subject to such awards will be determined at the date of grant of those awards. Vote Required The approval of our Amended 2005 Long Term Incentive Plan 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 approval of our Amended 2005 Long Term Incentive Plan set forth in this Proposal 4. |
84 | | | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS Information The following table sets forth information as to all persons or entities known by us to have beneficial ownership, as of March 21, 2022,19, 2024, of more than five percent of the outstanding shares of our common stock. As of March 21, 2022, 151,636,67419, 2024, 152,912,990 shares of our common stock were outstanding. The information set forth below has been determined in accordance with Rule 13d-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. | | | Owner Name and Address | | | Shares
Beneficially Owned | | | Percentage of
Common Stock Outstanding | | | | New York, New York 10055 | | 24,075,774 | 26,338,219(1) | | 15.88% | 17.2% | | | | The Vanguard Group | | 12,619,890(2) | | 8.32% |
Malvern, Pennsylvania 19355 | | | 13,214,461(2) | | | 8.6% | Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One
Austin, Texas 78746 | | | Victory Capital Management Inc.
4900 Tiedeman Rd., 4th Floor
Brooklyn, Ohio 44144 | | 10,674,63510,906,292(3) | | 7.04% | 7.1% |
(1)
| (1) | Based solely on Amendment No. 1416 to Schedule 13G filed with the SEC by BlackRock, Inc. on February 7, 2022.January 19, 2024. BlackRock has the sole power to vote 23,493,66225,453,374 shares of common stock beneficially owned by it and the sole power to dispose of 24,075,77426,338,219 shares of common stock beneficially owned by it. | |
(2)
| (2) | Based solely on Amendment No. 1113 to Schedule 13G filed with the SEC by The Vanguard Group on February 10, 2022.13, 2024. The Vanguard Group has the sole power to vote none of the shares of common stock beneficially owned by it, shared power to vote 259,684102,903 shares of common stock beneficially owned by it, sole power to dispose of 12,305,10212,979,453 shares of common stock beneficially owned by it and shared power to dispose of 314,788235,008 shares of common stock beneficially owned by it. | |
(3)
| (3) | Based solely on Amendment No. 31 to Schedule 13G filed with the SEC by Victory Capital Management Inc.Dimensional Fund Advisors LP on February 1, 2022. Victory Capital Management Inc. has9, 2024. 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 or sub-advisor to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In its role as investment 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. 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 10,564,615is with respect to 10,719,920 shares of common stock beneficially owned by it and the sole power to dispose of 10,674,635is with respect to 10,906,292 shares of common stock beneficially owned by it. | |
| | | 62 2022 Proxy StatementHELIX ENERGY SOLUTIONS GROUP, INC. | | stock. |
Helix Energy Solutions Group, Inc. | | SHARE OWNERSHIP INFORMATION | 2024 Proxy Statement | | | 85 |
TABLE OF CONTENTS Share Ownership Information
The following table shows the number of shares of common stock beneficially owned as of March 21, 2022,19, 2024, 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 SEC 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 21, 202219, 2024 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 21, 2022, 151,636,67419, 2024, 152,912,990 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) | | 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) | | 7,478,403 | | -0- | | 4.93% | | | | | Scotty Sparks(4) | | 280,870 | | -0- | | * | | | | | Erik Staffeldt(5) | | 315,538 | | -0- | | * | | | | | Ken Neikirk(6) | | 71,544 | | -0- | | * | | | | | Amerino Gatti(7) | | 139,205 | | -0- | | * | | | | | T. Mitch Little(8) | | 60,257 | | -0- | | * | | | | | John V. Lovoi(9) | | 330,123 | | -0- | | * | | | | | Amy H. Nelson(10) | | 81,925 | | -0- | | * | | | | | Jan Rask(11) | | 373,565 | | -0- | | * | | | | | William L. Transier(12) | | 172,037 | | -0- | | * | | | | | All named executive officers and directors as a group (10 persons) | | 9,303,467 | | -0- | | 6.14% |
Owen Kratz(3) | | | 7,785,525 | | | -0- | | | 5.09% | Scotty Sparks | | | 294,634 | | | -0- | | | * | Erik Staffeldt | | | 450,999 | | | -0- | | | * | Ken Neikirk | | | 188,540 | | | -0- | | | * | Amerino Gatti(4) | | | 174,604 | | | -0- | | | * | Diana Glassman(5) | | | 44,997 | | | -0- | | | * | Paula Harris(6) | | | 59,160 | | | -0- | | | * | T. Mitch Little(7) | | | 96,752 | | | -0- | | | * | John V. Lovoi(8) | | | 357,256 | | | -0- | | | * | Amy H. Nelson(9) | | | 97,891 | | | -0- | | | * | William L. Transier(10) | | | 188,003 | | | -0- | | | * | All named executive officers and directors as a group (11 persons) | | | 9,738,361 | | | -0- | | | 6.37% |
*
| 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 21, 202215, 2024 (i.e., on or before May 21, 2022)15, 2024). |
(3)
| Amount includes 62,306 shares of unvested restricted stock over which Mr. Kratz has voting power. 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 20,336 shares of unvested restricted stock over which Mr. Sparks has voting power. |
(5) | Amount includes 18,605 shares of unvested restricted stock over which Mr. Staffeldt has voting power.
|
(6) | Amount includes 12,981 shares of unvested restricted stock over which Mr. Neikirk has voting power.
|
(7) | Amount includes 72,68134,398 shares of unvested restricted stock over which Mr. Gatti has voting power.
|
(8)(5)
| Amount includes 60,25717,007 shares of unvested restricted stock over which Ms. Glassman has voting power. |
(6)
| Amount includes 31,497 shares of unvested restricted stock over which Ms. Harris has voting power. |
(7)
| Amount includes 20,077 shares of unvested restricted stock over which Mr. Little has voting power. |
(9)(8)
| Amount includes 50,46717,007 shares of unvested restricted stock over which Mr. Lovoi has voting power. |
(10)(9)
| Amount includes 45,59317,007 shares of unvested restricted stock over which Ms. Nelson has voting power. |
(11)(10)
| Amount includes 74,025 shares of unvested restricted stock over which Mr. Rask has voting power. |
(12) | Amount includes 45,59317,007 shares of unvested restricted stock over which Mr. Transier has voting power.
|
| | | | | HELIX ENERGY SOLUTIONS GROUP, INC.2022 Proxy Statement63 |
86 | | SHARE OWNERSHIP INFORMATION | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS Share Ownership Information
Delinquent Section 16(a) Reports Section 16(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, 20212023 on a timely basis. Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | 87 |
EQUITY COMPENSATION PLAN INFORMATIONTABLE OF CONTENTS Plan Information The table below provides information relating to Helix’s equity compensation plans as of December 31, 2021. | | | | | | | | | | | 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) | | 1,328,850(2) | | -0- | | 7,128,847(3) | | | | | Equity compensation plans not approved by security holders | | -0- | | -0- | | -0- | | | | | Total | | 1,328,850 | | -0- | | 7,128,847 |
2023.Equity compensation plans approved by security holders(1) | | | 3,748,104(2) | | | -0- | | | 4,477,001(3) | Equity compensation plans not approved by security holders | | | -0- | | | -0- | | | -0- | Total | | | 3,748,104 | | | -0- | | | 4,477,001 |
(1)
| The 2005 Long Term Incentive Plan, which was amended and restated on May 15, 2019, provides that Helix may grant up to 17,300,000 shares of our common stock in the form of options, stock appreciation rights, restricted stock awards, restricted stock unit awards, cash awards and performance awards, all subject to the plan’s terms and conditions. Options to purchase shares of common stock are limited to 2,000,000 shares. The shareholders approved the ESPP in May 2012 and approved on May 15, 2019 approved amending and restating the ESPP to authorize the issuance of an 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 1,381,4692,007,584 PSUs granted pursuant to the 2005 Long Term Incentive Plan in 2021, 20202023, 2022 and 20192021 that were outstanding on December 31, 2021,2023, based on the stock price on that date and assuming vesting occurred on that date at a 157%181% multiple for 2019,2021, a 0%200% multiple for 2020,2022 and a 100%163% multiple for 2021.2023. The PSUs granted in 2021, 2022 and 2023 are payable in either cash or shares upon vesting at the discretion of the Compensation Committee. As of December 31, 2021,2023, the total number of full value awards outstanding under the 2005 Long Term Incentive Plan was 2,235,1952,200,713 consisting of 853,726193,129 restricted shares and the 1,381,4692,007,584 PSUs. Subsequent to December 31, 2021, 559,1502023, 452,381 PSUs vested at a 157%181% multiple and were paid in 876,469818,812 shares of our common stock. |
(3)
| As of December 31, 2021, 5,636,8892023, 3,359,644 shares of restrictedcommon 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 1,491,9581,117,357 shares were available under the ESPP. Shares purchased on December 31, 20212023 by participating employees under the ESPP, but not issued until January 2022,2024, are treated as issued shares for purposes of this table and therefore are not included in any amounts in the table. |
Basis for the Requested Increase to Shares Available under the 2005 Long Term Incentive Plan: As of March 19, 2024, there were 152,912,990 shares of our common stock issued and outstanding. On March 19, 2024, the closing sale price of a share of our common stock on the NYSE was $10.33. As of March 19, 2024, the following were outstanding under the 2005 Long Term Incentive Plan: 1,068,592 unvested RSUs 1,906,613 unvested PSUs (assumes target performance) 154,000 unvested shares of restricted stock 2,505,430 shares of common stock remaining available for future issuance under the 2005 Long Term Incentive Plan. 88 | | | 64 20222024 Proxy StatementHELIX ENERGY SOLUTIONS GROUP, INC. | | | Helix Energy Solutions Group, Inc. |
OTHER INFORMATIONTABLE OF CONTENTS Information 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, 2417th Floor, New York, New York 10036, to solicit proxies for a fee of $9,000$10,000 plus out-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 reasonable out-of-pocket expenses incurred in connection therewith. Proposals and Director Nominations for the 20232025 Annual Meeting
Proposals (other than Director Nominations) | | | | | | | | | Deadline | | Compliance | | Submission | | | | | | Proposals
(other than
Director
Nominations)
| | To be included in the proxy statement for the
2023 2025 Annual Meeting(1) | | | December 7, 20224, 2024(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
3505 West Sam
Houston Parkway North, Suite 400,
Houston, Texas 77043 | | Not to be included in the proxy statement | | | February 17, 202313, 2025(3) | | | Must comply with our By-lawsand Regulation 14A of the Exchange Act(4)(5) | | | | | Proposal for consideration by the Corporate Governance and Nominating Committee(6) | | | Prior to Committee
meeting for
recommendation of
nominees | | | Submission to
Corporate Secretary | | | Nomination at 2023
2025 Annual Meeting(6) | | | February 17, 202313, 2025(3) | | | Must comply with our By-lawsand Regulation 14A of the Exchange Act(4)(5)(7) | |
(1)
| (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)
| (2) | 120 days prior to the anniversary of this year’s mailing date. |
(3)
| (3) | Not less than 90 days prior to the anniversary of this year’s Annual Meeting. |
(4)
| (4) | A copy of our By-laws is available from our Corporate Secretary. |
(5)
| (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)
| (6) | Proposals for consideration should include the nominee’s name and qualifications for Board membership. |
(7)
| (7) | Nomination must include the person’s written consent to serve as a director if elected. |
| | | | | HELIX ENERGY SOLUTIONS GROUP, INC.2022 Proxy Statement65 |
Helix Energy Solutions Group, Inc. | | OTHER INFORMATION | 2024 Proxy Statement | | | 89 |
TABLE OF CONTENTS 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 20212023 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 20212023 Annual Report to Shareholders or this proxy statement, please submit your request in writing to the address set forth below. Our 20212023 Annual Report to Shareholders (which includes our Annual Report on Form 10-K and financial statements) is available to shareholders of record as of March 21, 2022,19, 2024, together with this proxy statement. 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, 2023, 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. |
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, 2021, 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.
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,
Kenneth E. Neikirk
Executive Vice President,
General Counsel and Corporate Secretary 90 | | | | 2024 Proxy Statement | By Order of the Board of Directors, | | | | | | | | Kenneth E. Neikirk
| | | Senior Vice President, General Counsel and Corporate Secretary
| | |
Helix Energy Solutions Group, Inc. | | | | 66 2022 Proxy StatementHELIX ENERGY SOLUTIONS GROUP, INC. | | |
TABLE OF CONTENTS
P.O. BOX 8016, CARY, NC 27512-9903
HELIX ENERGY SOLUTIONS GROUP, INC.
2005 LONG TERM INCENTIVE PLAN (As Amended and Restated Effective May 15, 2024) Article I
ESTABLISHMENT, PURPOSE AND DURATION 1.1 Amendment and Restatement. The Company hereby amends and restates the “Helix Energy Solutions Group, Inc. 2005 Long Term Incentive Plan,” as set forth in this document. The Plan permits the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Cash Awards and Performance Awards. The Plan shall become effective on the latest of (a) the date the Plan is approved by the Board (b) the date the Plan is approved by the holders of at least a majority of the outstanding shares of voting stock of the Company and (c) if the provisions of the corporate charter, by-laws or applicable state law prescribes a greater degree of stockholder approval for this action, the approval by the holders of that percentage, at a meeting of stockholders. 1.2 Purpose of the Plan. The purpose of the Plan is to provide incentives to directors, corporate officers and other employees of the Company and its Affiliates by enabling them to acquire shares of common stock of the Company and to receive other compensation based on the increase in value of the common stock of the Company or certain other performance measures. The Plan is intended to advance the best interests of the Company, its Affiliates and its stockholders by providing those persons who have substantial responsibility for the management and growth of the Company and its Affiliates with additional performance incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue in their employment with the Company and its Affiliates. 1.3 Grants Under the Plan. The applicable provisions of the Plan will continue in effect with respect to an Award granted under the Plan for as long as such Award remains outstanding. Article II
DEFINITIONS The words and phrases defined in this Article shall have the meaning set out below throughout the Plan, unless the context in which any such word or phrase appears reasonably requires a broader, narrower or different meaning. 2.1 “Affiliate” means any corporation, partnership, limited liability company or association, trust or other entity or organization which, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (a) to vote more than 50 percent (50%) of the securities having ordinary voting power for the election of directors of the controlled entity or organization, or (b) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise. 2.2 “Award” means, individually or collectively, a grant under the Plan of Options, SARs, Restricted Stock, Restricted Stock Units, Cash Awards and Performance Awards, in each case subject to the terms and provisions of the Plan. | | | YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: |
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| | | Helix Energy Solutions Group, Inc. Annual Meeting of Shareholders
For Shareholders of record as of March 21, 2022
| | | | | 2024 Proxy Statement | | | 91 |
TABLE OF CONTENTS | | | TIME: | | Wednesday, May 18, 2022 8:30 AM, Central Daylight Time | PLACE: | | Annual meeting to be held live via the Internet | | | Please visit www.proxydocs.com/HLX for more details. |
This proxy
2.3 “Award Agreement” means an agreement that sets forth the terms and conditions applicable to an Award granted under the Plan. 2.4 “Board” means the board of directors of the Company. 2.5 “Cash Award” means an Award denominated in cash and granted pursuant to Article IX. 2.6 “Change in Control” means the occurrence of any of the following events: (a) there shall be consummated (i) any consolidation or merger of the Company in which the Company is being solicited on behalfnot the continuing or surviving corporation or pursuant to which shares of the Stock would be converted into cash, securities or other property, other than a merger of the Company where a majority of the Board of DirectorsThe undersigned hereby appoints Erik S. Staffeldt, Kenneth E. Neikirkthe surviving corporation is, and Gregory J. Sergesketter (the “Named Proxies”),for a two-year period after the merger continues to be, persons who were directors of the Company immediately prior to the merger or were elected as directors, or nominated for election as director, by a vote of at least two-thirds of the directors then still in office who were directors of the Company immediately prior to the merger, or (ii) any sale, lease, exchange or transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; (b) the shareholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company; or (c) (i) any “person” (as such term is used in Sections 13(d) and each14(d)(2) of the Exchange Act, other than the Company or a subsidiary thereof or any employee benefit plan sponsored by the Company or a subsidiary thereof, shall become the beneficial owner (within the meaning of them,Rule 13d-3 under the Exchange Act) of securities of the Company representing 20 percent or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, and (ii) at any time during a period of two years after such “person” becomes such a beneficial owner, individuals who immediately prior to the beginning of such period constituted the Board shall cease for any reason to constitute at least a majority thereof, unless the election or the nomination by the Board for election by the Company’s shareholders of each new director during such period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period.
2.7 “Code” means the United States Internal Revenue Code of 1986, as amended. 2.8 “Committee” means a committee of at least two persons, who are members of the Compensation Committee of the Board and are appointed by the Compensation Committee of the Board, or, to the extent it chooses to operate as the true and lawful attorneysCommittee, the Compensation Committee of the undersigned,Board. As to Awards, grants or other transactions that are authorized by the Committee and that are intended to be exempt under Rule 16b-3 under the Exchange Act, the requirements of Rule 16b-3(d)(1) under the Exchange Act with full powerrespect to committee action must also be satisfied. For all purposes under the Plan, the Chief Executive Officer of substitutionthe Company shall be deemed to be the “Committee” with respect to Options, SARs and revocation,Restricted Stock granted by him or her pursuant to Section 4.1. 2.9 “Company” means Helix Energy Solutions Group, Inc., a Minnesota corporation, or any successor (by reincorporation, merger or otherwise). 2.10 “Corporate Change” shall have the meaning ascribed to that term in Section 4.5(c). 2.11 “Disability” means as determined by the Committee in its discretion exercised in good faith, a physical or mental condition of the Holder that would entitle him or her to payment of disability income payments under the Company’s long term disability insurance policy or plan for employees as then in effect; or in the event that the Holder is not covered, for whatever reason under the Company’s long term disability insurance policy or plan for employees or in the event the Company does not maintain such a long term disability insurance policy, “Disability” means a permanent and authorizes them,total disability as defined in Section 22(e)(3) of the Code. A determination of Disability may be made by a physician selected or approved by the Committee and, eachin this respect, the Holder shall submit to an examination by such physician upon request by the Committee. 2.12 “Employee” means (a) a person employed by the Company or any Affiliate as a common law employee or (b) a person who has agreed to become a common law employee of them,the Company or any Affiliate and is expected to vote allbecome such within six (6) months from the sharesdate of capitala determination made for purposes of the Plan. 92 | | | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS 2.13 “Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time. 2.14 “Fair Market Value” of the Stock as of any particular date means (1) if the Stock is traded on a stock exchange, the closing sale price of the Stock on that date as reported on the principal securities exchange on which the Stock is traded, or (2) if the Stock is traded in the over-the-counter market, the average between the high bid and low asked price on that date as reported in such over-the-counter market; provided that (a) if the Stock is not so traded, (b) if no closing price or bid and asked prices for the stock was so reported on that date or (c) if, in the discretion of the Committee, another means of determining the fair market value of a share of Stock at such date shall be necessary or advisable, the Committee may provide for another means for determining such fair market value. 2.15 “Fiscal Year” means the Company’s fiscal year. 2.16 “Holder” means a person who has been granted an Award or any person who is entitled to receive Stock under an Award. 2.17 “Incentive Option” means an incentive stock option that is intended to satisfy the requirements of Section 422 of the Code. 2.18 “Maximum Statutory Tax Rate” means the applicable maximum statutory federal, state and local tax rates in the Holder’s jurisdiction (including the Holder’s share of payroll and similar taxes), even if the maximum rate exceeds the highest rate that may be applicable to the specific Holder. 2.19 “Option” means an option to purchase Stock granted pursuant to Article V. 2.20 “Option Price” shall have the meaning ascribed to that term in Section 5.4. 2.21 “Optionee” means a person who is granted an Option under the Plan. 2.22 “Option Agreement” means a written contract setting forth the terms and conditions of an Option. 2.23 “Performance Award” means an Award made pursuant to Article X to an Employee which is subject to the attainment of one or more Performance Goals. 2.24 “Performance Goal” means one or more standards established by the Committee to determine in whole or in part whether a Performance Award shall be earned. 2.25 “Period of Restriction” means the period during which Restricted Stock is subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article VII. 2.26 “Plan” means the Helix Energy Solutions Group, Inc. which2005 Long Term Incentive Plan, as set forth in this document and as it may be amended from time to time. 2.27 “Restricted Stock” means shares of restricted Stock issued or granted under the undersigned is entitledPlan pursuant to vote at said meetingArticle VII. 2.28 “Restricted Stock Award” means an authorization by the Committee to issue or transfer Restricted Stock to a Holder. 2.29 “Restricted Stock Unit” means a unit credited to a Holder’s ledger account maintained by the Company pursuant to Article VIII. 2.30 “Restricted Stock Unit Award” means an Award granted pursuant to Article VIII. 2.31 “Section 409A” means Section 409A of the Code and any adjournment thereof uponDepartment of Treasury rules and regulations issued thereunder. Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | 93 |
TABLE OF CONTENTS 2.32 “Stock” means the matters specified and uponcommon stock of the Company, no par value per share (or such other matterspar value as may be properly brought beforedesignated by act of the meetingCompany’s stockholders). 2.33 “Stock Appreciation Right” or any adjournment thereof, conferring authority upon such true and lawful attorneys“SAR” means a right to votereceive a payment, in their discretioncash or shares of Stock, equal to the excess of the Fair Market Value of a specified number of shares of Stock on such other matters as may properly come before the meeting and revoking any proxy heretofore given.THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voteddate the right is exercised over a specified exercise price granted pursuant to Article VI.
2.34 “Stock Award” means an Award in the manner directed herein. In their discretion,form of shares of or that may be settled in shares of Stock, including a Restricted Stock Award, a Restricted Stock Unit Award or a Performance Award, and excluding Options and SARs. 2.35 “Substantial Risk of Forfeiture” shall have the Named Proxiesmeaning ascribed to that term in Section 409A of the Code and Department of Treasury guidance issued thereunder. 2.36 “Termination of Employment” means the termination of the Award recipient’s employment relationship with the Company and all Affiliates. Article III
ELIGIBILITY AND PARTICIPATION 3.1 Eligibility. The persons who are eligible to receive Awards under the Plan are Employees and directors of the Company (except that directors may not receive Awards of Incentive Options). 3.2 Participation. Subject to the terms and provisions of the Plan, the Committee may, from time to time, select the Employees and directors to whom Awards shall be granted and shall determine the nature and amount of each Award. Article IV
GENERAL PROVISIONS RELATING TO AWARDS 4.1 Authority to Grant Awards. The Committee may grant Awards to those eligible persons as the Committee shall from time to time determine, under the terms and conditions of the Plan. Subject only to any applicable limitations set out in the Plan, the number of shares of Stock or other value to be covered by any Award to be granted under the Plan shall be as determined by the Committee in its sole discretion. However, the Chief Executive Officer of the Company is authorized to vote upon such other matters thatgrant Options, SARs, and/or Stock Awards, with respect to no more than 200,000 shares of Stock per Fiscal Year, as inducements to hire prospective Employees and/or in connection with the promotion of current Employees, in each case, who will not be officers of the Company subject to the provisions of Section 16 of the Exchange Act. 4.2 Dedicated Shares; Maximum Awards. The aggregate number of shares of Stock with respect to which Awards may properly come beforebe granted under the meeting or any adjournment or postponement thereof.You are encouragedPlan is 24,300,000. The aggregate number of shares of Stock with respect to specify your choice by markingwhich Incentive Options may be granted under the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wishPlan is 2,000,000. The maximum number of shares of Stock with respect to votewhich Awards may be granted to an Employee during a Fiscal Year is 1,000,000. The maximum value of a Cash Award to which may be granted to an Employee during a Fiscal Year is $10,000,000. Each of the foregoing numerical limits stated in this Section 4.2 shall be subject to adjustment in accordance with the provisions of Section 4.5. The aggregate value of Awards granted under the Plan as determined based on the Fair Market Value at the Date of Grant to any individual non-employee director of the Company shall not exceed $500,000 in any single calendar year; provided, that Awards granted to a non-employee director in lieu of cash retainers and fees otherwise payable for service on the Board and its committees are excluded from such limitation.If shares of Directors’ recommendation. The Named Proxies cannot vote yourStock are withheld from payment of an Award to satisfy tax obligations with respect to the Award, such shares unless you sign (onof Stock will count against the reverse side) and return this card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Helix Energy Solutions Group, Inc.
Annual Meetingaggregate number of Shareholders shares of Stock with respect to which Awards may be granted under the Plan. If shares of Stock are tendered in payment of an Option Price of an Option, such shares of Stock will not be added to the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan. To the extent that any outstanding Award is forfeited or cancelled for any reason or is settled in cash in lieu of shares of Stock, the shares of Stock allocable to such94 | | | Please make your marks like this: | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
THE BOARDTABLE OF DIRECTORS RECOMMENDSCONTENTS
Annex A VOTE:FOR PROPOSALS 1, 2 AND 3
portion of the Award may again be subject to an Award granted under the Plan. For the avoidance of doubt, with respect to Options and SARs that are settled in shares of Stock, the number of Options and SARs exercised shall be counted in full against the number of shares of Stock with respect to which Awards may be granted under the Plan regardless of the number of shares of Stock issued upon settlement of Options and SARs. 4.3 Non-Transferability. Except as specified in the applicable Award Agreements or in domestic relations court orders, Awards shall not be transferable by the Holder other than by will or under the laws of descent and distribution, and shall be exercisable, during the Holder’s lifetime, only by him or her. In the discretion of the Committee, any attempt to transfer an Award other than under the terms of the Plan and the applicable Award Agreement may terminate the Award. 4.4 Requirements of Law. The Company shall not be required to sell or issue any shares of Stock under any Award if issuing those shares of Stock would constitute or result in a violation by the Holder or the Company of any provision of any law, statute or regulation of any governmental authority. Specifically, in connection with any applicable statute or regulation relating to the registration of securities, upon exercise of any Option or pursuant to any other Award, the Company shall not be required to issue any shares of Stock unless the Committee has received evidence satisfactory to it to the effect that the Holder will not transfer the shares of Stock except in accordance with applicable law, including receipt of an opinion of counsel satisfactory to the Company to the effect that any proposed transfer complies with applicable law. The determination by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any shares of Stock covered by the Plan pursuant to applicable securities laws of any country or any political subdivision. In the event the shares of Stock issuable on exercise of an Option or pursuant to any other Award are not registered, the Company may imprint on the certificate evidencing the shares of Stock any legend that counsel for the Company considers necessary or advisable to comply with applicable law, or, should the shares of Stock be represented by book or electronic entry rather than a certificate, the Company may take such steps to restrict transfer of the shares of Stock as counsel for the Company considers necessary or advisable to comply with applicable law. The Company shall not be obligated to take any other affirmative action in order to cause or enable the exercise of an Option or any other Award, or the issuance of shares of Stock pursuant thereto, to comply with any law or regulation of any governmental authority. 4.5 Changes in the Company’s Capital Structure. (a) The existence of outstanding Awards shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of bonds, debentures, preferred or prior preference shares ahead of or affecting the Stock or Stock rights, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its assets or business or any other corporate act or proceeding, whether of a similar character or otherwise. (b) In the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the shares of Stock or the value thereof, such adjustments and other substitutions shall be made to the Plan and to Awards in a manner the Committee deems equitable or appropriate taking into consideration the accounting and tax consequences, including such adjustments in the aggregate number, class and kind of securities that may be delivered under the Plan, and, in the aggregate or to any participant, in the number, class, kind and option or exercise price of securities subject to outstanding Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company); provided, however, that the number of shares of Stock subject to any Award shall always be a whole number. (c) If while unvested or unexercised Options or other Awards remain outstanding under the Plan (1) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than an entity that was wholly owned by the Company immediately prior to such merger, consolidation or other reorganization), (2) the Company sells, leases or exchanges all or substantially all of its assets to any other person or entity (other than an entity wholly owned by the Company), (3) the Company is to be dissolved or (4) the Company is a Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | | | | PROPOSAL
| | | | YOUR VOTE | | | | BOARD OF DIRECTORS RECOMMENDS | | | | | | 1. Election of three “Class I” directors to serve a three-year term of office expiring at our 2025 annual meeting.
| | | | | | | | | | | FOR
☐
| | WITHHOLD
☐
| | | 1.01 T. Mitch Little
| | | | FOR | | | | | | 1.02 John V. Lovoi
| | ☐ | | ☐ | | | | FOR | | | | | | 1.03 Jan Rask
| | ☐ | | ☐ | | | | FOR | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | 2. Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year 2022.
| | ☐ | | ☐ | | ☐ | | FOR | | | | | | 3. Approval, on a non-binding advisory basis, of the 2021 compensation of our named executive officers.
| | ☐ | | ☐ | | ☐ | | FOR95 |
You must registerTABLE OF CONTENTS
party to attendany other corporate transaction (as defined under Section 424(a) of the meeting online and/Code and applicable Department of Treasury regulations) that is not described in clauses (1), (2) or participate(3) of this sentence (each such event is referred to herein as a “Corporate Change”), then, except as otherwise provided in an Award Agreement (provided that such exceptions shall not apply in the case of a reincorporation merger), or as a result of the Committee’s effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at www.proxydocs.com/HLXwhich any Award then outstanding may vest or be exercised, and subject to the consummation of such Corporate Change, the Committee, acting in its sole and absolute discretion without the consent or approval of any Holder, shall act to effect one or more of the following alternatives, which may vary among individual Holders and which may vary among Awards held by any individual Holder (provided that, with respect to a reincorporation merger in which Holders of the Company’s ordinary shares will receive one ordinary share of the successor corporation for each ordinary share of the Company, none of such alternatives shall apply and, without Committee action, each Award shall automatically convert into a similar award of the successor corporation exercisable for the same number of ordinary shares of the successor as the Award was exercisable for ordinary shares of Stock of the Company): (1) accelerate the time at which some or all of the Awards then outstanding may vest or be exercised so that such Awards may vest or be exercised in full for a limited period of time on or before a specified date (with any such exercise subject to the consummation of such Corporate Change, except in the case of a Corporate Change pursuant to (c)(3) above), after which specified date all such Awards that remain unvested or unexercised and all rights of Holders thereunder shall terminate; (2) require the mandatory surrender to the Company by all or selected Holders of some or all of the then outstanding Awards held by such Holders (irrespective of whether such Awards are then exercisable under the provisions of the Plan or the applicable Award Agreement evidencing such Award), subject to the consummation of the Corporate Change, in which event the Committee shall thereupon cancel such Award and the Company shall pay to each such Holder an amount of cash per share equal to the excess, if any, of the per share price offered to stockholders of the Company in connection with such Corporate Change over the exercise prices under such Award for such shares; (3) with respect to all or selected Holders, have some or all of their then outstanding Awards (whether vested or unvested) assumed or have a new award of a similar nature substituted for some or all of their then outstanding Awards under the Plan (whether vested or unvested) by an entity which is a party to the transaction resulting in such Corporate Change and which is then employing such Holder or which is affiliated or associated with such Holder in the same or a substantially similar manner as the Company prior to the Corporate Change, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution is on a basis where the excess of the aggregate fair market value of the Stock subject to the Award immediately after the assumption or substitution over the aggregate exercise price of such Stock is equal to the excess of the aggregate fair market value of all Stock subject to the Award immediately before such assumption or substitution over the aggregate exercise price of such Stock, and (B) the assumed rights under such existing Award or the substituted rights under such new Award as the case may be will have the same terms and conditions as the rights under the existing Award assumed or substituted for, as the case may be; (4) provide that the number and class or series of Stock covered by an Award (whether vested or unvested) theretofore granted shall be adjusted so that such Award when vested or exercised shall thereafter cover the number and class or series of Stock or other securities or property (including, without limitation, cash) to which the Holder would have been entitled pursuant to the terms of the agreement or plan relating to such Corporate Change if, immediately prior to such Corporate Change, the Holder had been the holder of record of the number of shares of Stock then covered by such Award; or (5) make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole and absolute discretion that no such adjustment is necessary). 96 | | | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS Authorized Signatures
In effecting one or more of alternatives in (3), (4) or (5) immediately above, and except as otherwise may be provided in an Award Agreement or other agreement between the Company and a Holder, the Committee, in its sole and absolute discretion and without the consent or approval of any Holder, may accelerate the time at which some or all Awards then outstanding vest or may be exercised, subject to the consummation of the Corporate Change. (d) After a merger of one or more corporations into the Company or after a consolidation of the Company and one or more corporations in which the Company shall be the surviving corporation, each Holder shall be entitled to have his or her Restricted Stock appropriately adjusted based on the manner in which the shares of Stock were adjusted under the terms of the agreement of merger or consolidation. (e) Except as provided in Section 4.5(b), the issuance by the Company of stock of any class or series, or securities convertible into, or exchangeable for, stock of any class or series, for cash or property, or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe for them, or upon conversion or exchange of stock or obligations of the Company convertible into, or exchangeable for, stock or other securities, shall not affect, and no adjustment by reason of such issuance shall be made with respect to, the number, class or series, or price of shares of Stock then subject to outstanding Options or other Awards. 4.6 Election Under Section 83(b) of the Code. No Holder shall exercise the election permitted under Section 83(b) of the Code with respect to any Award without providing written notice of the election to the Vice President - MustTax of the Company. 4.7 Forfeiture for Cause. Notwithstanding any other provision of the Plan or an Award Agreement, if the Committee finds by a majority vote that a Holder, before or after his or her Termination of Employment (a) committed a fraud, embezzlement, theft, felony or an act of dishonesty in the course of his or her employment by the Company or an Affiliate which conduct damaged the Company or an Affiliate or (b) disclosed trade secrets of the Company or an Affiliate, then as of the date the Committee makes its finding, any Awards awarded to the Holder that have not been exercised by the Holder (including all Awards that have not yet vested) will be completedforfeited to the Company. The findings and decision of the Committee with respect to such matter, including those regarding the acts of the Holder and the damage done to the Company, will be final for yourall purposes. No decision of the Committee, however, will affect the finality of the discharge of the individual by the Company or an Affiliate. Notwithstanding the foregoing, this provision is not intended to, and shall be interpreted in a manner that does not, limit or restrict a participant from exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934). 4.8 Forfeiture Events. The Committee may specify in an Award Agreement that the Holder’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, Termination of Employment for cause, termination of the Holder’s provision of services to the Company or its Affiliates, violation of material policies of the Company and its Affiliates, breach of non-competition, confidentiality, or other restrictive covenants that may apply to the Holder, or other conduct by the Holder that is detrimental to the business or reputation of the Company and its Affiliates. 4.9 Limitation on Payment of Dividends and Dividend Equivalents. Notwithstanding any other provision of the Plan to the contrary, any dividends or dividend equivalents to which a Holder of an Award is entitled will not be payable prior to the vesting or settlement, as applicable, of the underlying Award. Any such dividends or dividend equivalents will be forfeited to the same extent the underlying Award is forfeited. No dividends or dividend equivalents shall be paid on Options or SARs. Article V
OPTIONS 5.1 Authority to Grant Options. Subject to the terms and provisions of the Plan, the Committee, at any time, and from time to time, may grant Options under the Plan to eligible persons in such number and upon such terms as the Committee shall determine. Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | 97 |
TABLE OF CONTENTS 5.2 Type of Options Available. Options granted under the Plan may consist of nonqualified stock options that are not intended to satisfy the requirements of Section 422 of the Code and Incentive Options. 5.3 Option Agreement. Each Option grant under the Plan shall be evidenced by an Option Agreement that shall specify (a) the Option Price, (b) the duration of the Option, (c) the number of shares of Stock to which the Option pertains, (d) the exercise restrictions applicable to the Option, and (e) such other provisions as the Committee shall determine that are not inconsistent with the terms and provisions of the Plan. Unless the Option Agreement specifies a shorter general term, an Option shall expire on the tenth anniversary of the date the Option is granted. Options may not include provisions that “reload” the Option upon exercise. 5.4 Option Price. The price at which shares of Stock may be purchased under an Option (the “Option Price”) shall not be less than 100 percent (100%) of the Fair Market Value of the shares of Stock on the date the Option is granted. Subject to the limitation set forth in the preceding sentence of this Section 5.4, the Committee shall determine the Option Price for each grant of an Option under the Plan. Except as provided in Section 4.5 (in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares)), the terms of outstanding Options may not be amended to reduce the Option Price of outstanding Options or cancel outstanding Options in exchange for cash, other Awards or new Options with an Option Price that is less than the Option Price of the original Options without shareholder approval. 5.5 Duration of Option. An Option shall not be exercisable after the earlier of (a) the general term of the Option specified in the applicable Award Agreement (which shall not exceed ten years) or (b) the period of time specified in the applicable Award Agreement that follows the Holder’s Termination of Employment or severance of affiliation relationship with the Company. Notwithstanding the foregoing, in the event that on the last business day of the term of an Option (i) the exercise of the Option is prohibited by applicable law or (ii) shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the Option shall be extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement. 5.6 Exercise of Options. The Option Price shall be paid in full at the time of exercise in cash or, if permitted by the Committee and elected by the Optionee, the Optionee may purchase such shares by means of the Company withholding shares of Stock otherwise deliverable on exercise of the Award or tendering shares of Stock valued at Fair Market Value on the date of exercise, or any combination thereof. The Committee, in its sole discretion, shall determine acceptable methods for Optionee to tender shares of Stock or other Awards. The Committee may provide for procedures to permit the exercise or purchase of such Awards by use of the proceeds to be received from the sale of shares of Stock issuable pursuant to an Award (including cashless exercise procedures approved by the Committee involving a broker or dealer approved by the Committee). The Committee may adopt additional rules and procedures regarding the exercise of Options from time to time, provided that such rules and procedures are not inconsistent with the provisions of this Section 5.6. 5.7 Transferability of Options. No Option granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in an Optionee’s Option Agreement, all Options granted to an Optionee under the Plan shall be exercisable during his or her lifetime only by such Optionee. Any attempted assignment of an Option in violation of this Section 5.7 shall be null and void. 5.8 No Rights as Stockholder. An Optionee shall not have any rights as a stockholder with respect to Stock covered by an Option until he or she exercises the Option; and, except as otherwise provided in Section 4.5, no adjustment for dividends, or otherwise, shall be made if the record date therefor is prior to the date of such exercise. 98 | | | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS Article VI
STOCK APPRECIATION RIGHTS 6.1 Authority to Grant Stock Appreciation Rights. The Committee may make Awards of SARs to eligible persons selected by it. The exercise price for a SAR shall not be less than the Fair Market Value of the Stock on the grant date. The holder of a tandem SAR may elect to exercise either the Option or the SAR, but not both. The exercise period for a SAR shall extend no more than 10 years after date the SAR is granted. SARs may not include provisions that “reload” the SAR upon exercise. Subject to the foregoing provisions, the terms, conditions, and limitations applicable to any SAR, including, but not limited to, the term of any SAR and the date or dates upon which the SAR becomes vested and exercisable, shall be determined by the Committee. Except as provided in Section 4.5, the terms of outstanding SARs may not be amended to reduce the exercise price of outstanding SARs or cancel outstanding SARs in exchange for cash, other Awards or new SARs with an exercise price that is less than the exercise price of the original SARs without shareholder approval. 6.2 Duration of Stock Appreciation Rights. Notwithstanding the foregoing, in the event that on the last business day of the term of a SAR (a) the exercise of the SAR is prohibited by applicable law or (b) shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the SAR shall be extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement. 6.3 No Rights as Stockholder. The Holder of a SAR shall not have any rights as a stockholder with respect to Stock covered by a SAR until he or she exercises the SAR; and, except as otherwise provided in Section 4.5, no adjustment for dividends, or otherwise, shall be made if the record date therefor is prior to the date of such exercise. Article VII
RESTRICTED STOCK AWARDS 7.1 Restricted Stock Awards. The Committee may make Awards of Restricted Stock to eligible persons selected by it. The amount of, the vesting and the transferability restrictions applicable to any Restricted Stock Award shall be determined by the Committee in its sole discretion. If the Committee imposes vesting or transferability restrictions on a Holder’s rights with respect to Restricted Stock, the Committee may issue such instructions to the Company’s share transfer agent in connection therewith as it deems appropriate. The Committee may also cause the certificate for Stock issued pursuant to a Restricted Stock Award to be executed.Please sign exactlyimprinted with any legend which counsel for the Company considers advisable with respect to the restrictions or, should the Stock be represented by book or electronic entry rather than a certificate, the Company may take such steps to restrict transfer of the Stock as your name(s) appearscounsel for the Company considers necessary or advisable to comply with applicable law.
7.2 Restricted Stock Award Agreement. Each Restricted Stock Award shall be evidenced by an Award Agreement that contains any vesting, transferability restrictions and other provisions not inconsistent with the Plan as the Committee may specify. 7.3 Holder’s Rights as Stockholder. Subject to the terms and conditions of the Plan, each recipient of a Restricted Stock Award shall have all the rights of a stockholder with respect to the shares of Restricted Stock included in the Restricted Stock Award during the Period of Restriction established for the Restricted Stock Award. Recipients of a Restricted Stock Award will be entitled to dividends paid with respect to the Restricted Stock during the Period of Restriction, which may be payable in cash or additional shares of Stock after the end of the Period of Restriction. For the avoidance of doubt, dividends with respect to Restricted Stock will not be payable until the Period of Restriction applicable to the underlying Restricted Stock has lapsed, and such dividends will be forfeited to the extent the underlying Restricted Stock is forfeited. During the Period of Restriction, (i) shares of Stock subject to a Restricted Stock Award shall be evidenced by book entry registration or in such other manner as the Committee may determine and (ii) the certificates evidencing the shares of such Restricted Stock (to the extent that such shares are so evidenced) shall contain appropriate legends and restrictions that describe the terms and conditions of the restrictions applicable thereto. Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | 99 |
TABLE OF CONTENTS Article VIII
RESTRICTED STOCK UNIT AWARDS 8.1 Authority to Grant Restricted Stock Unit Awards. Subject to the terms and provisions of the Plan, the Committee, at any time, and from time to time, may grant Restricted Stock Unit Awards under the Plan to eligible persons in such amounts and upon such terms as the Committee shall determine. The amount of the vesting and the transferability restrictions applicable to any Restricted Stock Unit Award shall be determined by the Committee in its sole discretion. The Company shall maintain a bookkeeping ledger account which reflects the number of Restricted Stock Units credited under the Plan for the benefit of a Holder. 8.2 Restricted Stock Unit Awards. A Restricted Stock Unit Award shall be similar in nature to Restricted Stock Award except that no shares of Stock are actually transferred to the Holder until a later date specified in the applicable Award Agreement. Each Restricted Stock Unit shall have a value equal to the Fair Market Value of a share of Stock. 8.3 Restricted Stock Unit Award Agreement. Each Restricted Stock Unit Award shall be evidenced by an Award Agreement that contains any Substantial Risk of Forfeiture, transferability restrictions, form and time of payment provisions and other provisions not inconsistent with the Plan as the Committee may specify. 8.4 Form of Payment Under Restricted Stock Unit Award. Payment under a Restricted Stock Unit Award shall be made in either cash or shares of Stock as specified in the Holder’s Award Agreement. 8.5 Time of Payment Under Restricted Stock Unit Award. A Holder’s payment under a Restricted Stock Unit Award shall be made at such time as is specified in the Holder’s Award Agreement. The Award Agreement shall specify that the payment will be made (1) by a date that is no later than the date that is two and one-half (2-1/2) months after the end of the Fiscal Year in which the Restricted Stock Unit Award payment is no longer subject to a Substantial Risk of Forfeiture or (2) at a time that is permissible under Section 409A. 8.6 Holder’s Rights as Stockholder. A Holder of a Restricted Stock Unit Award shall have no rights of a stockholder with respect to the Restricted Stock Unit Award. A Holder shall have no voting rights with respect to any Restricted Stock Unit Award. The Committee may provide that the Holder of a Restricted Stock Unit Award is entitled to dividend equivalents, which shall entitle the Holder to an amount equal to all dividends and other distributions that are payable prior to the settlement of Restricted Stock Units on your account. If helda like number of shares of Stock. Any dividend equivalents may be payable in joint tenancy,cash or additional shares of Stock to the same extent the Restricted Stock Units are settled. For the avoidance of doubt, dividend equivalents will not be payable prior to the settlement of the underlying Restricted Stock Units, and such dividend equivalents will be forfeited to the extent the underlying Restricted Stock Units are forfeited. 8.7 Compliance with Section 409A. Restricted Stock Unit Awards shall be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A. Article IX
CASH AWARDS An Award may be in the form of a Cash Award. The terms, conditions and limitations applicable to a Cash Award, including, but not limited to, vesting or other restrictions, shall be determined by the Committee. Article X
PERFORMANCE AWARDS Without limiting the type or number of Awards that may be made under the other provisions of this Plan, an Employee Award may be in the form of a Performance Award. The terms, conditions and limitations applicable to an Award that is a Performance Award shall be determined by the Committee. The Committee shall set Performance Goals in its discretion which, depending on the extent to which they are met, will determine the value and/or amount of Performance Awards that will be 100 | | | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS paid out to the Holder and/or the portion of an Award that may be vested or exercised. Dividends or dividend equivalents with respect to Performance Awards will not be payable prior to the settlement of the underlying Performance Award, and such dividends or dividend equivalents will be forfeited to the extent the underlying Performance Award is forfeited. Article XI
ADMINISTRATION 11.1 Awards. The Plan shall be administered by the Committee or, in the absence of the Committee, the Plan shall be administered by the Board. The members of the Committee shall serve at the discretion of the Board. The Committee shall have full and exclusive power and authority to administer the Plan and to take all actions that the Plan expressly contemplates or are necessary or appropriate in connection with the administration of the Plan with respect to Awards granted under the Plan. 11.2 Minimum Vesting of Awards. Any Award granted under the Plan shall have a minimum vesting period or minimum performance period of one year from the date of grant; provided, however, that (1) the Committee may provide for earlier vesting upon a Holder’s termination of employment by reason of death, Disability, Change in Control or retirement and (2) vesting of the Award may not occur incrementally (no portion of the Award may be scheduled to vest before the first anniversary of the date of grant). The foregoing notwithstanding, 5% of the total number of shares of Stock available for issuance under this Plan shall not be subject to the minimum vesting period or performance period, as applicable, described in the preceding sentence. 11.3 Authority of the Committee. The Committee shall have full and exclusive power to interpret and apply the terms and provisions of the Plan and Awards made under the Plan, and to adopt such rules, regulations and guidelines for implementing the Plan as the Committee may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of the Plan. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting shall decide any question brought before that meeting. Any decision or determination reduced to writing and signed by a majority of the members shall be as effective as if it had been made by a majority vote at a meeting properly called and held. All questions of interpretation and application of the Plan, or as to award granted under the Plan, shall be subject to the determination, which shall be final and binding, of a majority of the whole Committee. No member of the Committee shall be liable for any act or omission of any other member of the Committee or for any act or omission on his or her own part, including but not limited to the exercise of any power or discretion given to him or her under the Plan, except those resulting from his or her own gross negligence or willful misconduct. In carrying out its authority under the Plan, the Committee shall have full and final authority and discretion, including but not limited to the following rights, powers and authorities, to: (a) determine the persons to whom and the time or times at which Awards will be made; (b) determine the number and exercise price of shares of Stock covered in each Award, subject to the terms and provisions of the Plan; (c) determine the terms, provisions and conditions of each Award, which need not be identical and need not match the default terms set forth in the Plan; (d) accelerate the time at which any outstanding Award will vest; (e) prescribe, amend and rescind rules and regulations relating to administration of the Plan; and (f) make all other determinations and take all other actions deemed necessary, appropriate or advisable for the proper administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award to a Holder in the manner and to the extent the Committee deems necessary or desirable to further the Plan’s objectives. Further, the Committee shall make all other determinations that may be necessary or advisable for the administration of the Plan. The Committee may delegate to the Chief Executive Officer and to other employees of the Company its administrative Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | 101 |
TABLE OF CONTENTS duties under this Plan (excluding its granting authority for Awards, other than pursuant to the specific authorization described in Section 4.1) pursuant to such conditions or limitations as the Committee may establish. The Committee may engage or authorize the engagement of a third-party administrator to carry out administrative functions under the Plan. The actions of the Committee in exercising all of the rights, powers, and authorities set out in this Article XI and all other Articles of the Plan, when performed in good faith and in its sole judgment, shall be final, conclusive and binding on all persons. The Committee may employ attorneys, consultants, accountants, agents, and other persons, any of whom may be an Employee, and the Committee, the Company, and its officers and Board shall be entitled to rely upon the advice, opinions, or valuations of any such persons. 11.4 Decisions Binding. All determinations and decisions made by the Committee or the Board, as the case may be, pursuant to the provisions of the Plan and all related orders and resolutions of the Committee or the Board, as the case may be, shall be final, conclusive and binding on all persons, should sign. Trustees, administrators, etc. should includeincluding the Company, its stockholders, Employees, Holders and the estates and beneficiaries of Employees and Holders. 11.5 No Liability. Under no circumstances shall the Company, the Board or the Committee incur liability for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan or the Company’s, the Committee’s or the Board’s roles in connection with the Plan. Article XII
AMENDMENT OR TERMINATION OF PLAN 12.1 Amendment, Modification, Suspension, and Termination. Subject to Section 12.2 the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate the Plan and any Award Agreement in whole or in part; provided, however, that, without the prior approval of the Company’s stockholders and except as provided in Section 4.5, the Committee shall not directly or indirectly lower the Option Price of a previously granted Option, and no amendment of the Plan shall be made without stockholder approval if stockholder approval is required by applicable law or stock exchange rules. 12.2 Awards Previously Granted. Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Holder holding such Award. Article XIII
MISCELLANEOUS 13.1 Unfunded Plan/No Establishment of a Trust Fund. Holders shall have no right, title, or interest whatsoever in or to any investments that the Company or any of its Affiliates may make to aid in meeting obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Holder, beneficiary, legal representative, or any other person. To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts, except as expressly set forth in the Plan. No property shall be set aside nor shall a trust fund of any kind be established to secure the rights of any Holder under the Plan. All Holders shall at all times rely solely upon the general credit of the Company for the payment of any benefit which becomes payable under the Plan. The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended. 13.2 No Employment Obligation. The granting of any Award shall not constitute an employment contract, express or implied, nor impose upon the Company or any Affiliate any obligation to employ or continue to employ, or utilize the services of, 102 | | | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS any Holder. The right of the Company or any Affiliate to terminate the employment of any person shall not be diminished or affected by reason of the fact that an Award has been granted to him or her, and nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or its Affiliates to terminate any Holder’s employment at any time or for any reason not prohibited by law. 13.3 Tax Withholding. The Company or any Affiliate shall be entitled to deduct from other compensation payable to each Holder any sums required by federal, state or local tax law to be withheld with respect to the vesting or exercise of an Award or lapse of restrictions on an Award. In the alternative, the Company may require the Holder (or other person validly exercising the Award) to pay such sums for taxes directly to the Company or any Affiliate in cash or by check within one day after the date of vesting, exercise or lapse of restrictions. In the discretion of the Committee, and with the consent of the Holder, the Company may reduce the number of shares of Stock issued to the Holder upon such Holder’s exercise of an Option to satisfy the tax withholding obligations of the Company or an Affiliate; provided that the Fair Market Value of the shares of Stock held back does not exceed the amount that would be withheld if the Maximum Statutory Tax Rate were used as the applicable tax withholding rate. The Committee may, in its discretion, permit a Holder to satisfy any tax withholding obligations of the Company or an Affiliate arising upon the vesting of Restricted Stock by delivering to the Holder of the Restricted Stock Award a reduced number of shares of Stock in the manner specified herein. If permitted by the Committee and acceptable to the Holder, at the time of vesting of shares of Restricted Stock, the Company shall (a) calculate the amount of the Company’s or an Affiliate’s Maximum Statutory Tax Rate on the assumption that all such shares of vested Restricted Stock are made available for delivery, (b) reduce the number of such shares of Stock made available for delivery so that the Fair Market Value of the shares of Stock withheld on the vesting date approximates no more than the Maximum Statutory Tax Rate and (c) in lieu of the withheld shares of Stock, remit cash to the United States Treasury and other applicable governmental authorities, on behalf of the Holder, in the Fair Market Value of the withheld shares of Stock. The Company shall withhold only whole shares of Stock pursuant to this Section 13.3. Where the Fair Market Value of the withheld shares of Stock does not equal the amount of the Company’s or its Affiliate’s tax withholding obligation arising with respect to the vesting or exercise of an Award or lapse of restrictions on an Award, the Holder must satisfy the Company’s remaining tax withholding obligation in some other manner permitted under this Section 13.3. The withheld shares of Stock not made available for delivery by the Company shall be retained by the Company or will be cancelled and, in either case, the Holder’s right, title and authority. Corporations should provide full nameinterest in such shares of corporationStock shall terminate. The Company shall have no obligation upon the vesting or exercise of an Award or lapse of restrictions on an Award until the Company or an Affiliate has received payment sufficient to cover the Company’s tax withholding obligation with respect to that vesting, exercise or lapse of restrictions. Neither the Company nor any Affiliate shall be obligated to advise a Holder of the existence of the tax or the amount which it will be required to withhold. 13.4 Written Agreement. Each Award shall be embodied in a written agreement or statement which shall be subject to the terms and titleconditions of authorizedthe Plan. The Award Agreement shall be signed by a member of the Committee on behalf of the Committee and the Company or by an executive officer signingof the Proxy/Vote Form.Company, other than the Holder, on behalf of the Company, and may be signed by the Holder to the extent required by the Committee. The Award Agreement may specify the effect of a Change in Control on the Award. The Award Agreement may contain any other provisions that the Committee in its discretion shall deem advisable which are not inconsistent with the terms and provisions of the Plan. 13.5 Indemnification of the Committee. The Company shall indemnify each present and future member of the Committee against, and each member of the Committee shall be entitled without further action on his or her part to indemnity from the Company for, all expenses (including attorney’s fees, the amount of judgments and the amount of approved settlements made with a view to the curtailment of costs of litigation, other than amounts paid to the Company itself) reasonably incurred by such member in connection with or arising out of any action, suit or proceeding in which such member may be involved by reason of such member being or having been a member of the Committee, whether or not he or she continues to be a member of the Committee at the time of incurring the expenses, including, without limitation, matters as to which such member shall be finally adjudged in any action, suit or proceeding to have been negligent in the performance of such member’s duty as a member of the Committee. However, this indemnity shall not include any expenses incurred by any member of the Committee in respect of matters as to which such member shall be finally adjudged in any action, suit or proceeding to have been guilty of gross negligence or willful misconduct in the performance of his or her duty as a member of the Committee. In addition, no right of indemnification under the Plan shall be available to or enforceable by any member of the Committee unless, within 60 days Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | | | | | | | | | Signature (and Title if applicable) | | Date | | | | Signature (if held jointly) | | Date 103 |
TABLE OF CONTENTS after institution of any action, suit or proceeding, such member shall have offered the Company, in writing, the opportunity to handle and defend same at its own expense. This right of indemnification shall inure to the benefit of the heirs, executors or administrators of each member of the Committee and shall be in addition to all other rights to which a member of the Committee may be entitled as a matter of law, contract or otherwise. 13.6 Gender and Number. If the context requires, words of one gender when used in the Plan shall include the other and words used in the singular or plural shall include the other. 13.7 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 13.8 Headings. Headings of Articles and Sections are included for convenience of reference only and do not constitute part of the Plan and shall not be used in construing the terms and provisions of the Plan. 13.9 Other Compensation Plans. The adoption of the Plan shall not affect any other option, incentive or other compensation or benefit plans in effect for the Company or any Affiliate, nor shall the Plan preclude the Company from establishing any other forms of incentive compensation arrangements for Employees. 13.10 Other Awards. The grant of an Award shall not confer upon the Holder the right to receive any future or other Awards under the Plan, whether or not Awards may be granted to similarly situated Holders, or the right to receive future Awards upon the same terms or conditions as previously granted. 13.11 Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result, of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. 13.12 Law Limitations/Governmental Approvals. The granting of Awards and the issuance of Stock under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 13.13 Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for shares of Stock issued under the Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and (b) completion of any registration or other qualification of the Stock under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. 13.14 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Stock hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such shares of Stock as to which such requisite authority shall not have been obtained. 13.15 No Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, additional Awards, or other property shall be issued or paid in lieu of fractional shares of Stock or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. 13.16 Waiver of Jury. Each Award Agreement shall specify that the Award recipient and the Company shall both waive a trial by jury of any or all issues arising in any action or proceeding between the parties or their successors, heirs and assigns, under or connected with the Award, the Plan, or any of the provisions of the Award Agreement or the Plan. 104 | | | 2024 Proxy Statement | | | Helix Energy Solutions Group, Inc. |
TABLE OF CONTENTS 13.17 Governing Law. The provisions of the Plan and the rights of all persons claiming thereunder shall be construed, administered and governed under the laws of the State of Texas, without regard to principles of conflicts of law. 13.18 Compliance with Section 409A. Awards shall be designed, granted and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A. Each Award Agreement for an Award that is intended to comply with the requirements of Section 409A shall be construed and interpreted in accordance with such intention. If the Committee determines that an Award, Award Agreement, payment, distribution, deferral election, transaction, or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken or implemented, cause a Holder to become subject to additional taxes under Section 409A, then unless the Committee specifically provides otherwise, such Award, Award Agreement, payment, distribution, deferral election, transaction or other action or arrangement shall not be given effect to the extent it causes such result and the related provisions of the Plan and/or Award Agreement will be deemed modified, or, if necessary, suspended in order to comply with the requirements of Section 409A to the extent determined appropriate by the Committee, in each case without the consent of or notice to the Holder. The exercisability of an Option shall not be extended to the extent that such extension would subject the Holder to additional taxes under Section 409A. 13.19 Recoupment. Awards and amounts paid or payable pursuant to or with respect to Awards shall be subject to the provisions of any applicable recoupment policies or procedures adopted by the Company, which recoupment policies or procedures may provide for forfeiture, repurchase and/or recoupment of Awards and amounts paid or payable pursuant to or with respect to Awards. Helix Energy Solutions Group, Inc. | | | 2024 Proxy Statement | | | 105 |
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