DEF 14A of Hornbeck Offshore Services, Inc., Apr 3, 2024

DEF 14A of Hornbeck Offshore Services, Inc.

Filed Apr 3, 2024 · FY20230001140361-24-017449

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Board of Directors

    | | | | | Nominee Amerino Gatti Energy Executive | Nominee Diana Glassman Director-Engagement EOS at Federated Hermes | Nominee Owen Kratz President and Chief Executive Officer Helix Energy Solutions Group, Inc. |

  3. Board of Directors

    | | | | | | | Paula Harris Senior Vice President of Community Astros Foundation | T. Mitch Little Energy Executive | John V. Lovoi Managing Partner JVL Partners | Amy H. Nelson President Greenridge Advisors, LLC | William L. Transier Chief Executive Officer Transier Advisors, LLC |

  4. Election of Directors

    Election of Directors Three directors are to be elected at the Annual Meeting. The Board has proposed three nominees, Amerino Gatti, Diana Glassman and Owen Kratz, to stand for election as Class II directors to serve a three-year term expiring at the Annual Meeting of Shareholders in 2027 or, if at a later date, until their respective successor is duly elected and qualified. Mr. Gatti, Ms. Glassman and Mr. Kratz are currently serving as Class II directors. The nominees have agreed to be named in this proxy statement and have indicated a willingness to continue to serve if elected. The Corporate Governance and Nominating Committee of the Board has determined that each of the nominees qualifies for election under its criteria for the evaluation of directors and has nominated the candidates for election. If a nominee becomes unable to serve before the election, the shares represented by proxies may be voted for a substitute designated by the Board, unless a contrary instruction is indicated on the proxy card. The Board has no reason to believe that any of the nominees will become unable to serve. The Board has affirmatively determined that each of Mr. Gatti, Ms. Glassman and Mr. Kratz qualifies as “independent” as that term is defined under New York Stock Exchange (“NYSE”) Rule 303A and applicable rules promulgated under the Exchange Act. Unless otherwise instructed, the persons named as proxies will vote all proxies received FOR the election of each person nominated below as a Class II director for a term of three years, until the Annual Meeting of Shareholders in 2027 or, if at a later date, until their respective successor is duly elected and qualified. There is no cumulative voting for the election of directors and the Class II directors will be elected by a plurality of the votes cast at the Annual Meeting. In the section below, we provide the name and biographical information about each of the Class II director nominees and each other member of the Board. Information in each director’s biographical information is as of March 19, 2024. Information about the number of shares of our common stock beneficially owned by each director as of March 19, 2024 appears below under the heading “Share Ownership Information–Management Shareholdings” on page 86.

  5. Vote Required

    | Primary Occupation: Energy Executive Director Since: 2018 Age: 53 | Amerino Gatti | | | Professional Experience: Mr. Gatti was appointed as a director in August 2018. Mr. Gatti is an Energy and Industrials Executive having most recently served as Chief Executive Officer and a member of the board of directors from January 2018 to March 2022, and as Chairman of the board from February 2020 to March 2022, of Team, Inc. (NYSE:TISI), a provider of integrated specialty industrial services with operations in over 20 countries, including inspection and assessment of critical assets utilized in the refining, petrochemical, power, pipeline, renewables and various other industries. Prior to joining Team, he served as an Executive Officer and President of the Production Group for Schlumberger Limited (NYSE:SLB), an oilfield services and products provider with operations in over 85 countries. Over his 25-year career at Schlumberger, Mr. Gatti served in a variety of roles of progressing leadership responsibility, including President Well Services, Vice President of the Production Group for North America, Vice President and General Manager for Qatar and Yemen, Global Vice President for Sand Management Services and Vice President Marketing for North America. Earlier in his Schlumberger career, he held field operations, engineering and human resources positions around the world, including North America, South Asia and the Middle East. Mr. Gatti holds a mechanical engineering degree from the University of Alberta, Canada. | | | Director Qualifications: Mr. Gatti brings extensive knowledge of international business and executive leadership experience in operations, technology, talent management, and integrating and transforming complex organizations. In addition, his 30-year career in energy and industrials businesses provides him with global expertise in key customer segments that strengthen the Board’s collective qualifications, skills and experience. |

  6. Vote Required

    | Primary Occupation: Director-Engagement EOS at Federated Hermes Director Since: 2022 Age: 57 | Diana Glassman | | | Professional Experience: Ms. Glassman was appointed as a director in September 2022. Ms. Glassman since December 2019 has been Director-Engagement at EOS at Federated Hermes, a leader in responsible investing. She leads their Oil & Gas and co-leads their Technology sector engagements, as well as engagements on Board Effectiveness and Human Capital, with a focus on business strategy, capital allocation, governance and sustainability considerations. Ms. Glassman is Chair of Federated Hermes Limited’s employee networks and its Community for All Initiative. Between July 2014 and December 2019 Ms. Glassman was Chief Executive Officer of Integration Strategy, Inc., a strategy consulting firm advising leaders of companies, private equity firms and government entities primarily in energy and infrastructure, and previously held positions of increasing responsibility at TD Bank Group, Credit Suisse and PricewaterhouseCoopers. Ms. Glassman earned a Bachelor of Science degree in Biology magna cum laude at Yale University, an M.P.A. in International Development at Harvard Kennedy School, and an M.B.A. at Harvard Business School. She also holds an NACD Directorship Certification from the National Association of Corporate Directors. | | | Director Qualifications: Ms. Glassman brings experience as a senior strategy consultant and public and private company executive. She has extensive experience in investment analysis, corporate governance, strategy planning and change management. Ms. Glassman also has professional experience in energy transition, sustainability, merger integration and employee engagement. As a result of her professional experiences, Ms. Glassman possesses particular knowledge and leadership experiences in business strategy, change management and sustainability matters that strengthen the Board's collective qualifications, skills and experience. |

  7. Vote Required

    | Primary Occupation: President and Chief Executive Officer Helix Energy Solutions Group, Inc. Director Since: 1990 Age: 69 | Owen Kratz | | | Professional Experience: Mr. Kratz is President and Chief Executive Officer of Helix. He was named Executive Chairman in October 2006 and served in that capacity until February 2008 when he resumed the position of President and Chief Executive Officer. He served as Helix’s Chief Executive Officer from April 1997 until October 2006. Mr. Kratz served as Helix’s President from 1993 until February 1999, and has served as a Director since 1990 (including as Chairman of the Board from May 1998 to July 2017). He served as Chief Operating Officer from 1990 through 1997. Mr. Kratz joined Cal Dive International, Inc. (now known as Helix) in 1984 and held various offshore positions, including saturation diving supervisor, and management responsibility for client relations, marketing and estimating. From 1982 to 1983, Mr. Kratz was the owner of an independent marine construction company operating in the Bay of Campeche. Prior to 1982, he was a superintendent for Santa Fe and various international diving companies, and a diver in the North Sea. From February 2006 to December 2011, Mr. Kratz was a member of the Board of Directors of Cal Dive International, Inc., a once publicly traded company, which was formerly a subsidiary of Helix. Mr. Kratz has a Bachelor of Science degree from State University of New York. | | | Director Qualifications: As a result of these experiences, Mr. Kratz possesses extensive knowledge of the energy industry and significant executive leadership and international operational experience that strengthen the Board’s collective qualifications, skills and experience. |

  8. Vote Required

    | Primary Occupation: Energy Executive Director Since: 2021 Age: 60 | T. Mitch Little | | | Professional Experience: Mr. Little was appointed as a director in July 2021. He served as Executive Vice President – Operations for Marathon Oil Corporation (NYSE: MRO) from August 2016 until his retirement in December 2020, where he held full responsibility for all operations and development activities. Prior to such role Mr. Little served in a variety of roles of progressing leadership responsibility at Marathon, including Vice President – Conventional & Oil Sands Mining Assets, Vice President – International & Offshore Exploration & Production Operations, Managing Director – Norway, and General Manager – Worldwide Drilling & Completions. Mr. Little joined Marathon in 1986 and has over 30 years’ experience in the petroleum industry in various technical, supervisory and senior management positions. Mr. Little previously served as the Chairman of the Oilfield Energy Center, a non-profit venture dedicated to expanding awareness of subsurface hydrocarbon energy resources and supporting global stewardship in the communities that develop those resources in a safe and environmentally responsible manner. | | | Director Qualifications: Mr. Little has a wide range of experience and knowledge in the oil and gas exploration and production industry. His over 30-year career of leadership experience and expertise in both domestic and international business in key customer segments strengthens the Board’s collective qualifications, skills and experience. |

  9. Vote Required

    | Primary Occupation: Managing Partner JVL Partners Director Since: 2003 Age: 63 | John V. Lovoi | | | Professional Experience: Mr. Lovoi was appointed as a director in February 2003. Mr. Lovoi is a founder and Managing Partner of JVL Partners, a private oil and gas investment partnership. Mr. Lovoi served as head of Morgan Stanley’s global oil and gas investment banking practice from 2000 to 2002 and was a leading oilfield services and equipment research analyst for Morgan Stanley from 1995 to 2000. Prior to joining Morgan Stanley in 1995, he spent two years as a senior financial executive at Baker Hughes and four years as an energy investment banker with Credit Suisse First Boston. Mr. Lovoi also serves as Chairman of the board of directors of Dril-Quip, Inc. (NYSE: DRQ), a provider of offshore drilling and production equipment to the global oil and gas business, and as Chairman of Epsilon Energy Ltd. (NASDAQ: EPSN), an exploration and production company focused in the Marcellus shale play in the northeast United States. Mr. Lovoi served as a director of Roan Resources, Inc., an independent oil and natural gas company focused on the Anadarko Basin, from September 2018 to December 2019. Mr. Lovoi graduated from Texas A&M University with a Bachelor of Science degree in chemical engineering and received an M.B.A. from the University of Texas. | | | Director Qualifications: As a result of these professional experiences, Mr. Lovoi possesses particular financial knowledge and experience in financial matters including capital market transactions, strategic financial planning (including risk assessment), and analysis that strengthen the Board’s collective qualifications, skills and experience. |

  10. Vote Required

    | Primary Occupation: Senior Vice President of Community Astros Foundation Director Since: 2022 Age: 60 | Paula Harris | | | Professional Experience: Ms. Harris was appointed as a director in September 2022. Ms. Harris is on the executive leadership team at the Houston Astros serving as Senior Vice President of Community and overseeing the Astros Foundation. Ms. Harris has over 34 years of experience in international oilfield services with Schlumberger Limited (NYSE: SLB), most recently serving as Director of Global Stewardship from 2015 until her retirement in 2020. Prior to such role at Schlumberger Ms. Harris served in a variety of roles of progressing leadership responsibility, initially having worked in field operations offshore before roles in training, sales and environmental-social sustainability, including leading the development and implementation of metrics-based, cost-efficient environmental programs tailored to meet the needs of stakeholders, communities and customers and aiding the delivery of long-term sustainable development goals in carbon reduction, energy efficiency, increased green technology sales and increased female and minority employees. Ms. Harris currently serves on the boards of directors of Hunting PLC (LSE: HTG), a manufacturer and provider of downhole metal tools and components to the oil and gas industry, and Chart Industries, Inc. (NYSE: GTLS), a global manufacturer of engineered equipment servicing multiple applications in the clean energy and industrial gas markets, as well as other privately held and non-profit boards. Ms. Harris holds a Bachelor of Science degree in petroleum engineering from Texas A&M University and a Master of Education degree in technical instruction and learning from Abilene Christian University. | | | Director Qualifications: As a result of her professional experiences, Ms. Harris possesses particular knowledge and experience in the oilfield services sector, sustainability matters, human capital resource management and training, corporate governance and community engagement that strengthen the Board’s collective qualifications, skills and experience. |

  11. Vote Required

    | Primary Occupation: President Greenridge Advisors, LLC Director Since: 2019 Age: 55 | Amy H. Nelson | | | Professional Experience: Ms. Nelson was appointed as a director in August 2019. Ms. Nelson founded Greenridge Advisors, LLC in 2007, an energy services and equipment consulting firm focused on the development, execution and financing of corporate and business line strategies. Prior to founding Greenridge, Ms. Nelson served as Vice President of SCF Partners, an oilfield service and equipment-focused private equity firm, and worked for Amoco Production Company in planning, project management and engineering roles. In addition to serving on several private company boards during her tenure at SCF Partners and Greenridge, Ms. Nelson currently serves on the board of directors of APA Corporation (NYSE:APA), an independent energy company that explores for, develops and produces oil and natural gas. From July 2019 through September 2023, Ms. Nelson was a director of NexTier Oilfield Solutions Inc. (NYSE:NEX), which was a U.S. land oilfield service company providing well completion and production services. NexTier Oilfield Solutions, Inc. merged with Patterson UTI Energy Inc. (NASDAQ: PTEN) in September 2023 and Ms. Nelson currently serves as a director of Patterson UTI Energy Inc. Ms. Nelson holds economics and mechanical engineering degrees from Rice University, and an M.B.A. with distinction from Harvard Business School. | | | Director Qualifications: Ms. Nelson also has professional experience and direct engagement regarding sustainability matters, and specifically has public company board experience by virtue of sitting on committees responsible for sustainability oversight. As a result of her professional experiences, Ms. Nelson possesses particular knowledge and experience in corporate strategy, capital allocation, sustainability matters, and the assessment and management of risks in the oil and gas industry including managing regulatory and compliance environmental issues, that strengthen the Board’s collective qualifications, skills and experience. |

  12. Vote Required

    | Primary Occupation: Chief Executive Officer Transier Advisors, LLC Director Since: 2000 Age: 69 | William L. Transier | | | Professional Experience: Mr. Transier has served as a director since October 2000, and served as Lead Independent Director from March 2016 through July 2017 when he was appointed Chairman of the Board. He is the founder and Chief Executive Officer of Transier Advisors, LLC, an independent advisory firm providing services to companies facing financial distress, suboptimal operational situations, turnaround, restructuring or in need of interim executive or board leadership. Mr. Transier was co-founder of Endeavour International Corporation, an international oil and gas exploration and production company. He served as non-executive Chairman of Endeavour’s board of directors from December 2014 until November 2015. He served from September 2006 until December 2014 as Chairman, Chief Executive Officer and President of Endeavour and as its Chairman and Co-Chief Executive Officer from its formation in February 2004 through September 2006. Prior to Endeavour, Mr. Transier served as Executive Vice President and Chief Financial Officer of Ocean Energy, Inc. and its predecessor, Seagull Energy Corporation from May 1996 to April 2003. Before his tenure with Ocean, Mr. Transier served in various roles including partner in the audit department and head of the Global Energy practice of KPMG LLP from June 1986 to April 1996. Mr. Transier served as the Chairman of the board of directors of Battalion Oil Corporation (which changed its name from Halcón Resources Corporation) and as Chairman of its audit committee from October 2019 until May 2021. In October 2023, Mr. Transier was elected to the board of Tupperware Corporation. Mr. Transier was previously a member of the boards of M3-Brigade Acquisition III Corp (2022-2023), Exela Technologies (2022-2023), Sears Holding Corporation (2018 – 2020), Teekay Offshore Partners L.P. (2019 – 2020), Gastar Exploration, Inc. (2018 – 2019), CHC Group Ltd. (2016 -2017) and Paragon Offshore plc (2014 – 2017). Mr. Transier has been recognized by the Dallas Business Journal as an Outstanding Director for excellence in corporate governance. Mr. Transier graduated from the University of Texas with a B.B.A. in accounting, has an M.B.A. from Regis University and earned an M.A. in Theological Studies from Dallas Baptist University. | | | Director Qualifications: Mr. Transier also has extensive knowledge of international operations, the energy industry, leadership of complex organizations, financial restructuring, merger and acquisitions, and other aspects of operating a major corporation that strengthen the Board’s collective qualifications, skills and experience. As a result of his professional experiences, Mr. Transier possesses particular knowledge and experience in audit, accounting and disclosure compliance including accounting rules and regulations. |

  13. Identifying and Evaluating Nominees for Directors

    Identifying and Evaluating Nominees for Directors The Corporate Governance and Nominating Committee utilizes a variety of methods for identifying and evaluating director nominees. The committee regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected, due to retirement or otherwise, which the Board would seek to fill. In the event that vacancies are anticipated or otherwise arise which the Board would seek to fill, the Corporate Governance and Nominating Committee considers various potential candidates for director. Candidates may come to the attention of the committee through current Board members, professional search firms, shareholders or other parties. These candidates are evaluated at regular or special meetings of the Corporate Governance and Nominating Committee, and may be considered at any point during the year. As described above, the Corporate Governance and Nominating Committee considers properly submitted recommendations of director nominees by shareholders. Following verification of the shareholder status of persons proposing director nominees, recommendations are considered by the Corporate Governance and Nominating Committee at a regularly scheduled meeting, which is generally its first or second meeting prior to the issuance of the proxy statement for the Annual Meeting of Shareholders. If any materials are provided by a shareholder in connection with the shareholder’s recommendation of a director nominee, those materials are forwarded to the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee may also review materials provided by current Board members, professional search firms or other parties in connection with a nominee who was not proposed pursuant to a shareholder recommendation. In evaluating all nominations, the Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the Board.

  14. 2023 Director Compensation Table

    2023 Director Compensation Table The following table sets forth compensation that was earned or paid during the one-year period ended December 31, 2023 for each member who served on the Board during all or part of 2023.

  15. 2023 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash(4)(5) | Stock Awards(6)(7) | All Other Compensation | Total | | Amerino Gatti | $-0- | $299,217 | $-0- | $299,217 | | Diana Glassman(2) | $99,103 | $150,000 | $-0- | $249,103 | | Paula Harris(3) | $-0- | $274,669 | $-0- | $274,669 | | T. Mitch Little | $90,000 | $172,656 | $-0- | $262,656 | | John V. Lovoi | $121,250 | $150,000 | $-0- | $271,250 | | Amy H. Nelson | $118,424 | $150,000 | $-0- | $268,424 | | William L. Transier | $253,750 | $150,000 | $-0- | $403,750 |

  16. 2023 Director Compensation Table

    | (1) Mr. Kratz is not included in the table because he does not receive any compensation for serving on the Board. |

  17. 2023 Director Compensation Table

    | (2) Ms. Glassman joined the Audit Committee in September 2023. |

  18. 2023 Director Compensation Table

    | (3) Ms. Harris joined the Corporate Governance and Nominating Committee in September 2023. |

  19. 2023 Director Compensation Table

    | (4) The annual retainer for each member of the Board, the retainer related to the applicable Board member’s serving as a Chair of a committee and/or as Chairman of the Board, and the retainer related to the applicable Board member’s serving as a member of a committee are paid quarterly. Directors have the option of taking Board and committee retainers (but not expenses) in the form of restricted stock. See “Summary of Director Compensation and Procedures” below. Ms. Harris and Mr. Gatti received their retainers in restricted stock for their service in 2023. |

  20. 2023 Director Compensation Table

    | (5) In this column we are required to report all fees either earned or paid to directors during 2023. As a result, fees earned in 2022 for fourth quarter service in 2022 but paid in 2023 are also included; thus the dollar amount represents fees paid for five (not four) successive quarters. Fees earned in 2022 but paid in 2023 were as follows: Ms. Glassman, $16,250; Ms. Nelson, $21,250; Mr. Transier, $48,750 and Mr. Lovoi, $21,250. Information with regard to Ms. Harris and Messrs. Gatti and Little is included in footnote 7 below. |

  21. 2023 Director Compensation Table

    | (6) Amounts shown in this column represent the grant date fair value of the restricted stock as calculated in accordance with the provisions of FASB Accounting Standard Codification (ASC) Topic 718. The value ultimately realized by each director may or may not be equal to the FASB ASC Topic 718 determined value. |

  22. 2023 Director Compensation Table

    (Footnotes continue on following page.)

  23. 2023 Director Compensation Table

    | Helix Energy Solutions Group, Inc. | 2024 Proxy Statement | 31 |

  24. Director Compensation

    Director Compensation

  25. Director Compensation

    | (7) The grant date fair value of the restricted stock awarded with respect to the year ended December 31, 2023 to each director, computed in accordance with FASB ASC Topic 718, is as follows: |

  26. Director Compensation

    | Name | Date of Grant | Number of Shares | Grant Date Fair Value | | Mr. Gatti | December 7, 2022(a) | 25,126 | $150,000 | | | January 1, 2023(b) | 3,282 | $24,219 | | | April 1, 2023(b) | 4,037 | $31,246 | | | July 1, 2023(b) | 4,234 | $31,247 | | | October 1, 2023(b) | 2,798 | $31,254 | | | January 1, 2024(b) | 3,040 | $31,251 | | Ms. Glassman | December 7, 2022(a) | 25,126 | $150,000 | | Ms. Harris | December 7, 2022(a) | 25,126 | $150,000 | | | January 1, 2023(b) | 2,858 | $21,094 | | | April 1, 2023(b) | 3,230 | $25,000 | | | July 1, 2023(a) | 3,388 | $25,004 | | | October 1, 2023(b) | 2,278 | $25,445 | | | January 1, 2024(b) | 2,736 | $28,126 | | Mr. Little | December 7, 2022(a) | 25,126 | $150,000 | | | January 1, 2023(b) | 3,070 | $22,656 | | Mr. Lovoi | December 7, 2022(a) | 25,126 | $150,000 | | Ms. Nelson | December 7, 2022(a) | 25,126 | $150,000 | | Mr. Transier | December 7, 2022(a) | 25,126 | $150,000 |

  27. Director Compensation

    | (a) Represents the annual equity grant made in December 2022 for 2023 Board service. |

  28. Director Compensation

    | (b) Represents the payment of retainer and Board and committee fees for the fourth quarter of 2022 and each quarter of 2023. |

  29. Director Compensation

    Additionally, on December 6, 2023, each non-employee director was issued 17,007 shares of restricted stock having a grant date fair value of $150,000 representing their annual grant for future Board service. As of December 31, 2023, unvested restricted stock held by each non-employee director who served during all or part of 2023 is as follows:

  30. Director Compensation

    | Name | Shares of Unvested Restricted Stock Outstanding(1) | | Mr. Gatti | 58,274 | | Ms. Glassman | 17,007 | | Ms. Harris | 29,414 | | Mr. Little | 37,413 | | Mr. Lovoi | 17,007 | | Ms. Nelson | 17,007 | | Mr. Transier | 17,007 |

  31. Director Compensation

    | (1) Does not include January 1, 2024 grant of 3,040 shares of restricted stock to Mr. Gatti, and 2,736 shares of restricted stock to Ms. Harris for fourth quarter 2023 service. |

  32. Director Compensation

    | 32 | 2024 Proxy Statement | Helix Energy Solutions Group, Inc. |

  33. Director Compensation

    Director Compensation

  34. Summary of Director Compensation and Procedures

    Summary of Director Compensation and Procedures In 2023, our non-employee director compensation structure had three components: (i) director, Chairman of the Board and committee Chair retainers, (ii) committee retainers and (iii) annual equity-based compensation currently in the form of restricted stock awards. We also reimburse our non-employee directors for their reasonable out-of-pocket expenses related to attending Board and committee meetings. We re-evaluate director compensation on an annual basis based on the compensation of directors by companies in our Benchmarking Peer Group and other relevant facts and circumstances. For more information on our Benchmarking Peer Group, see the “Compensation Discussion and Analysis – Competitive Benchmarking Process” starting on page 46. In 2023, our non-employee director cash retainers were as follows, in each case paid on a quarterly basis:

  35. Summary of Director Compensation and Procedures

    | • | All non-employee directors received an annual director’s retainer of $70,000; |

  36. Summary of Director Compensation and Procedures

    | • | The independent Chairman of the Board received an annual retainer of $125,000 for such service; |

  37. Summary of Director Compensation and Procedures

    | • | Each committee Chair received an annual retainer of $20,000; and |

  38. Summary of Director Compensation and Procedures

    | • | Each non-Chair member of each committee received an annual retainer of $10,000. |

  39. Summary of Director Compensation and Procedures

    Non-employee directors have the option of taking Board and committee retainers and fees (but not expenses) in the form of restricted stock, pursuant to the terms of our 2005 Long Term Incentive Plan. An election to take retainers and fees in the form of cash or stock is made by directors prior to the beginning of the subject fiscal year (and if no election is made, retainers and fees are paid in cash). Directors taking retainers and fees in the form of restricted stock receive a stock award for service during a quarter on or about the first business day of the next quarter in an amount equal to 125% of the cash equivalent of his or her retainers and fees, with the number of shares determined by the closing stock price on the last trading day of the fiscal quarter for which the retainers and fees were earned. These awards fully vest two years after the first day of the year in which the grant is made. Ms. Harris and Mr. Gatti elected to take retainers and fees earned in 2023 in the form of restricted stock. Ms. Harris has elected to take retainers and fees in the form of restricted stock for 2024. Upon joining the Board and on the date of each regularly scheduled December Board meeting thereafter, a director receives a grant of restricted stock, with a grant value of $150,000 and a one-year vesting term. These grants are made pursuant to the terms of our 2005 Long Term Incentive Plan. All grants are subject to immediate vesting on the occurrence of a Change in Control (as defined in the 2005 Long Term Incentive Plan). The grant of stock options is not currently an element of director compensation.

  40. Summary of Director Compensation and Procedures

    | Our Chief Executive Officer did not receive any cash or equity compensation for his service on the Board in addition to the compensation payable for his service as an employee of Helix. |

  41. Summary of Director Compensation and Procedures

    | Helix Energy Solutions Group, Inc. | 2024 Proxy Statement | 33 |

  42. How Our Compensation Program Works

    How Our Compensation Program Works With the cyclicality of our industry and given our commitment to creating long-term value for our shareholders, a significant portion of our compensation program is performance-based and at-risk. Our program is designed to incentivize and reward our executives for achieving stretch financial performance goals and outperforming our industry peers. Although our compensation program is focused primarily on longer-term performance, the realized compensation of our NEOs is designed also to reflect financial performance based on annual budgeted goals. The “Compensation of CEO Relative to Stock Price and EBITDA” chart on the following page (the “CEO Compensation Chart”) compares the target and realized compensation of our President and Chief Executive Officer (our “CEO”), Helix’s Adjusted EBITDA, and Helix’s stock price for the years 2019 through 2023. Target compensation includes base salary, STI target, and grant date fair value of annual long-term incentive awards in each respective year. As the chart illustrates, in 2020, reflective of our then-continued financial success prior to the COVID-19 pandemic, our CEO’s long-term incentive award was increased by $400,000 over that in 2019. At his own recommendation in response to negative changes in the market environment and unrelated to any performance issues, in 2021 the Compensation Committee agreed to significantly reduce our CEO’s target compensation, by reducing his 2021 long-term incentive award to $1.1 million from $3.6 million the previous year. In 2022, following outlook stabilization and in a return to market practices, our CEO’s long-term incentive award was restored to the prior $3.6 million level, where it was held flat for 2023. The realized compensation for our CEO from 2019 through 2023 includes base salary paid in each year, STI paid in respect of each year, and the value of the payout of long-term incentive compensation that vested immediately following the relevant performance period. As the CEO Compensation Chart illustrates, the realized compensation of our CEO from 2019 through 2023 has largely tracked the performance of the Company (measured by Adjusted EBITDA and absolute share price performance), with his realized compensation lower from prior years in 2020 and 2021, followed by increases in 2022 and 2023. Our CEO’s realized compensation decreased in 2020 in part due to the voluntary reduction to his base salary taken in connection with the ongoing COVID-19 pandemic, which reduction was reversed in 2021. The reduction of our CEO’s target compensation in 2021, including the $2.5 million reduction in his long-term incentive award, is reflected in his realized compensation in subsequent years as such 2021 long-term incentive award vests. Our CEO’s realized compensation increased in 2023 compared to 2022 driven by the payout of STI at 179.8% of his target level due to the Company’s strong 2023 performance, along with the increased value of restricted stock and restricted stock unit (“RSU”) awards in line with the Company’s improving share price, offset in part by the significantly reduced amount of the three-year cliff vesting PSUs granted in January 2021 (notwithstanding that such PSUs paid out at a 181% performance factor as a result of (1) our TSR ranking 6th out of the 18 2021 PSU peer group companies, reflecting a 136% return, and (2) our generation of significant cumulative Free Cash Flow relative to goals established by the Compensation Committee, in each case over the three-year performance period). The relative TSR performance is shown in the “Total Shareholder Return (TSR) 2021-2023” chart above, which graphically depicts our TSR performance over the three-year performance period compared to the TSRs of those peer companies, as well as the “Total Free Cash Flow Generated 2021-2023” chart above.

  43. Compensation(1) of CEO Relative to Stock Price and EBITDA

    | (1) The realized compensation levels shown include base salary paid in each year, STI paid in respect of each year, and payout of long-term incentive compensation that vested after each year (i.e., the value at the time of vesting of restricted stock, RSUs and cliff-vesting PSUs that vested immediately after the year in question). |

  44. Compensation(1) of CEO Relative to Stock Price and EBITDA

    | (2) With respect to realized amounts, value of PSU payout, as determined by our three-year performance including as compared to that of our peer group companies (as set forth in the applicable PSU award agreement), in each case vesting immediately after the applicable year. |

  45. Compensation(1) of CEO Relative to Stock Price and EBITDA

    | (3) With respect to realized amounts, value of time-vesting restricted stock and RSUs vesting immediately after the applicable year. |

  46. 2023 Executive Compensation Program

    As part of the compensation decision making process, Helix emphasizes performance incentives designed to align with our performance-based compensation philosophy. The Compensation Committee seeks to establish executive base pay within a competitive range of the appropriate peer group median and considers positioning relative to survey data, with an opportunity to earn greater overall compensation in the event such is warranted by our performance. Base salaries for our NEOs in 2023 continued to reflect the individuals’ contributions to our organization and align with our compensation philosophy and benchmarking peers. For 2023, the base salary for each of our NEOs remained the same as they were for 2022, except that the base salary for our CEO was increased from $700,000 to $800,000. Prior to 2023, Mr. Kratz’s base salary had not changed since 2008, other than the temporary salary reduction in 2020 in response to the global pandemic and the subsequent restoration thereof. The significant majority of our 2023 STI program continued to be based on Adjusted EBITDA, as the Compensation Committee continued to view this financial performance metric as the Company’s most important near-term business driver reflective of utilization, rates and cost management. Further, in recognition of the importance of ESG among our stakeholders, the Compensation Committee, with input from management and its independent compensation consultant, added a balanced scorecard of ESG-related key performance indicators (“KPIs”) to the 2023 STI program. We believe our executives should be incentivized and rewarded for performance that advances business goals and the creation of sustainable value, with the goal of leading to shareholder value creation. Our 2023 executive long-term incentive program continued to be significantly weighted towards our stock price performance. Half of the long-term incentive award was comprised of time-vesting RSUs, the value of which depends on our absolute stock price. The other half of the award was comprised of cliff-vesting PSUs, the payout (if any) of which reflects not only the stock price at the time of payout but also the performance of the Company over a three-year performance period, as measured in equal parts by the Company’s (a) relative TSR compared to that of a formulaically selected performance peer group and (b) generation of Free Cash Flow compared to a pre-established benchmark. Consistent with the prior two years, for 2023 the Compensation Committee determined to grant RSUs and PSUs payable in either stock, cash or a combination thereof, as determined in the discretion of the Compensation Committee. In September 2023 the Board adopted a Mandatory Recoupment Policy to comply with the final clawback rules adopted by the U.S. Securities and Exchange Commission (the “SEC”) and the listing standards set forth in the New York Stock Exchange (“NYSE”) Listed Company Manual (the “Listing Standards”). The Mandatory Recoupment Policy provides for the mandatory recovery of certain erroneously awarded incentive compensation from the Company’s current and former executive officers (including all NEOs) in the event the Company is required to prepare an accounting restatement as specified in such policy. The Board has also adopted a Supplemental Recoupment Policy (together with the Mandatory Recoupment Policy, the “Clawback Policies”), applicable to current and former Section 16 officers (again including all NEOs), that allows for the recoupment of certain incentive compensation and time-based equity awards in other circumstances, including in the event of misconduct. Accordingly and dependent on the relevant circumstances, the Clawback Policies provide for the recovery of both cash and equity awards, both performance- and time-based. The Clawback Policies supersede the Company’s previously disclosed Incentive Award Recoupment Policy adopted in December 2019. The design and execution of our 2023 executive compensation program demonstrate our compensation philosophy of supporting the alignment of executive management and shareholder interests.

  47. Executive Compensation Process

    | Compensation Process Participants | | | Compensation Committee (comprised of four independent directors) | • Oversees and approves program principles and philosophies • Determines STI and long-term incentive program designs and metrics for our executive officers • In consultation with the Board, all levels of compensation for each of our executive officers including base salary, STI targets, and long-term incentive awards • Reviews and approves payouts under performance-based short-term and long-term incentive programs for our executive officers, including the assessment of performance under ESG-related KPIs and any application of positive or negative discretion, in consultation with the full Board • In conjunction with the full Board, considers all other arrangements, policies and practices related to our executive officer compensation program such as employment agreements, our Clawback Policies, change in control arrangements, and policies limiting pledging and prohibiting hedging • Does not delegate any of its functions or authority to management regarding compensation for our executive officers • Has exclusive authority to retain and terminate any independent compensation consultant • Oversees aspects of our compensation arrangements affecting our executive officers as well as our non-executive employees, such as our Employees’ 401k Savings Plan, 2005 Long Term Incentive Plan and Employee Stock Purchase Plan • Oversees our Human Capital Management initiatives, including as they may relate to ESG-related KPIs such as those regarding our employee culture, relations and engagement | | Independent Compensation Consultant | • Retained by, and performs work at the direction and under the supervision of, the Compensation Committee • Provides advice, research and analytical services on subjects such as trends in executive compensation, executive officer compensation program design, peer and industry data, and independent director compensation • Reviews and reports on Compensation Committee materials, participates in Compensation Committee meetings, and communicates with the Compensation Committee between meetings • Provides no services to Helix other than those provided directly to or on behalf of the Compensation Committee | | Management | • CEO provides input with respect to base salary, STI targets and long-term incentive award values for executive officers other than himself • CEO provides information on Helix’s short-term and long-term business and strategic objectives for consideration by the Compensation Committee in structuring the STI program and performance-based long-term incentive awards • CEO provides the Compensation Committee a performance assessment of each executive officer |

  48. Competitive Benchmarking Process

    Competitive Benchmarking Process As part of the compensation decision making process, the Compensation Committee seeks to establish executive base pay within a competitive range of the appropriate peer group median, with an opportunity to earn greater overall compensation in the event such is warranted by our performance. The exact level of targeted compensation for each NEO varies based on the individual’s role in Helix, his or her experience, and his or her contribution to our success, among other factors. For 2023 compensation, the Compensation Committee retained WTW as its independent compensation consultant. The Compensation Committee determined that WTW is independent from Helix’s management, based on information received from WTW including information responsive to six specifically listed factors set forth in the NYSE rule requiring that compensation committees consider factors relevant to a consultant’s independence in connection with the consultant’s engagement. Given the complexities of Helix’s services, potential competitors and other special characteristics, we have bifurcated our compensation peer groups into (i) a customized Benchmarking Peer Group for purposes of compensation comparators and (ii) a formulaically selected Performance Peer Group for purposes of measuring the Company’s performance in connection with long-term incentive-based compensation. This bifurcation allows the Compensation Committee to account for our unique business model while at the same time continuing to hold executives accountable for our relative performance against a broader set of industry-specific companies. For benchmarking purposes, the Compensation Committee compares the compensation for each element of pay (salary, STI, target total cash, long-term incentives and target total direct compensation) for each NEO position to the compensation paid for similar positions by companies in our Benchmarking Peer Group, as set forth in those companies’ most recently available public disclosures. WTW proposes companies to be included in the Benchmarking Peer Group and the methodology for selecting that peer group, and consults with management to confirm that the most appropriate companies are selected, including from the perspective of similarity of business lines and competitors for talent. The Compensation Committee then reviews and, as it may deem appropriate, approves the Benchmarking Peer Group for the applicable compensation year. In determining our Benchmarking Peer Group, we strive to define the market for our executive talent using a sizable group of companies that are comparable to us in both line of business and size. We operate purpose-built well intervention vessels and equipment, bespoke trenchers and other robotics assets, and following the Alliance acquisition in 2022 we operate an even more diversified asset base including liftboats, offshore supply vessels, dive support vessels and a heavy lift derrick barge. Our operations are geographically dispersed throughout the world. There is no other singular company whose service offerings are substantially identical to ours. Certain of our competitors are considerably larger with greater financial and other resources; others may be smaller and willing to take on additional risks. We compete with drilling rigs for certain work, but we are not a drilling company. Many of our principal competitors are international companies that compensate their executives differently from U.S. companies for a variety of reasons and/or do not disclose the same type of compensation information as U.S. companies do. In sum, we are proud to be a unique provider of offshore solutions, and we work diligently to identify the best possible peer groups of companies against which to compare ourselves. During 2022 the Compensation Committee with guidance from WTW conducted a Benchmarking Peer Group review to identify the most appropriate peer companies for the 2023 compensation decision making process. As part of its process the Compensation Committee reviewed the Company’s then-current benchmarking peers and conducted a screen of U.S. publicly traded companies using several defined criteria, including relevant Global Industry Classification Standard (GICS) codes, revenues and business/product descriptions most closely resembling those of Helix; secondary screening factors included a potential peer’s EBITDA, market capitalization and TSR performance. WTW then utilized a “peers of peers” analysis of those companies with which Helix was most likely competing for executive talent, and throughout the year supplemented its analyses using compensation survey data and other relevant reference points.

  49. Competitive Benchmarking Process

    | 46 | 2024 Proxy Statement | Helix Energy Solutions Group, Inc. |

  50. Competitive Benchmarking Process

    Ultimately, the Compensation Committee selected the following peer companies to be utilized as the 2023 Benchmarking Peer Group:

  51. Competitive Benchmarking Process

    | 2023 Benchmarking Peer Group | | Archrock, Inc. | | ChampionX Corporation | | Core Laboratories N.V. | | Dril-Quip, Inc. | | Expro Group Holdings N.V. | | Forum Energy Technologies, Inc. | | Helmerich & Payne, Inc. | | Newpark Resources, Inc. | | NexTier Oilfield Solutions Inc. | | Oceaneering International, Inc. | | Oil States International, Inc. | | ProPetro Holding Corp. | | RPC, Inc. | | TETRA Technologies, Inc. | | Tidewater Inc. |

  52. Competitive Benchmarking Process

    The companies comprising the 2023 Benchmarking Peer Group were at their time of selection in the view of the Compensation Committee the best and most appropriate companies for benchmarking compensation within our industry. The Compensation Committee will continue to review and monitor the Benchmarking Peer Group on an annual basis and select peers based on appropriate screening criteria, metrics and competition for executive talent.

  53. Competitive Benchmarking Process

    | Helix Energy Solutions Group, Inc. | 2024 Proxy Statement | 47 |

  54. Compensation Philosophy and Objectives

    | Objective | Practice | | Attract, retain and motivate executives through a range of business cycles | • Retain independent compensation consultant for advice on competitive landscape • Target total compensation at competitive market levels, and allow executives to earn total compensation above the median of the range when warranted by stretch financial performance, relative shareholder return and other financial performance metrics • Consider each executive’s roles, responsibilities and goals | | Advance business strategy and create long-term value | • Balance short- and long-term performance incentives with emphasis on the longer term • Compensate based on overall Helix performance, implementation by NEOs of business strategies, and achievement of stretch financial objectives | | Align management and shareholder interests | • Pay out long-term incentive performance-based compensation based on sustained stock price performance considering the cyclical nature of our industry and other financial performance metrics • Consider shareholder views in establishing compensation policies, practices and levels • Establish and enforce stock ownership guidelines, including for our CEO at 6x his current base salary | | Discourage undue risk taking | • Substantial portion of total compensation is “at-risk,” of which a significant portion is longer-term, performance-based and cliff-vesting • Maintain Clawback Policies applicable to all NEOs providing for potential recoupment of executive compensation, including the recoupment of performance- and time-based, cash and equity awards • Maintain prohibition of hedging and stringent limitations on pledging of stock |

  55. Clawback Policies

    Clawback Policies As described above and as previously disclosed, in 2019 we adopted an Incentive Award Recoupment Policy, or “clawback” policy, that provided for recoupment of executive compensation, whether cash or equity, in certain circumstances. In order to comply with the final clawback rules adopted by the SEC under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (“Rule 10D-1”), and the Listing Standards (together with Rule 10D-1, the “Final Clawback Rules”), in September 2023 the Board adopted the Clawback Policies. The Mandatory Recoupment Policy provides for the mandatory recovery of erroneously awarded incentive compensation from current and former officers of the Company as defined in Rule 10D-1 (including all NEOs) in the event the Company is required to prepare an accounting restatement as specified in the Mandatory Recoupment Policy. Under the Mandatory Recoupment Policy, the Board may recoup erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement. The Supplemental Recoupment Policy allows for the recoupment of compensation from all NEOs in certain other circumstances, including the determination of misconduct causing material financial, operational or reputational harm to the Company. Notably, the Supplemental Recoupment Policy authorizes the recovery of time-vested awards such as restricted stock and RSU awards.

  56. Clawback Policies

    | Helix’s Supplemental Recoupment Policy authorizes the recovery of time-vested awards such as restricted stock and RSU awards. |

  57. 2023 Executive Compensation Components

    | • | A short-term cash incentive opportunity based on 2023 financial results and ESG-related KPIs |

  58. 2023 Executive Compensation Components

    | • | A long-term incentive award in the form of performance-contingent cliff-vesting PSUs |

  59. 2023 Executive Compensation Components

    | • | A long-term incentive award in the form of time-vesting RSUs |

  60. 2023 Executive Compensation Components

    We use each element of compensation to satisfy one or more of our stated compensation objectives. The Compensation Committee’s goal is to achieve the appropriate balance between short-term cash incentives for achievement of stretch annual financial performance targets and long-term incentives to promote achievement of sustained value over the longer term. The following table sets forth the total target compensation awarded in 2023 for each NEO, broken out by base salary, STI target and grant date fair value of long-term incentive awards. Following that table is a more detailed discussion of each element of our NEOs’ 2023 compensation.

  61. 2023 Executive Compensation Components

    | Named Executive Officer | 2023 Base Salary | 2023 STI Target | 2023 Long-Term Incentive Award | Total Target Direct Compensation | | Owen Kratz | $800,000 | $1,200,000 | $3,600,000 | $5,600,000 | | Scotty Sparks | $460,000 | $460,000 | $1,375,000 | $2,295,000 | | Erik Staffeldt | $440,000 | $440,000 | $1,300,000 | $2,180,000 | | Ken Neikirk | $400,000 | $400,000 | $950,000 | $1,750,000 |

  62. Base Salary Determination

    Base Salary Determination In establishing base salaries for our executive officers, the Compensation Committee considers a number of factors, including: job responsibilities, individual contributions, level of experience and benchmarking peer company data. Individual NEO base salaries are generally established at the December meeting of the Compensation Committee in the prior year. For 2023, the Compensation Committee determined the base salary for each of our NEOs would remain the same as they were for 2022, except that the base salary for our CEO was increased from $700,000 to $800,000. Prior to 2023, Mr. Kratz’s base salary had not changed since 2008, other than the temporary salary reduction in 2020 in response to the global pandemic and the subsequent restoration thereof.

  63. Short-Term Cash Incentive Program

    Short-Term Cash Incentive Program We believe our executives should be incentivized and rewarded for performance that advances business goals and the creation of sustainable value, with the goal of leading to shareholder value creation. We typically align our annual short-term cash incentive program for executive officers with that of our onshore workforce. The STI program consists of a cash opportunity designed to reward employees, including our executive officers, for the achievement of certain stretch corporate financial goals. Payouts, if earned, are typically made in March of the year following the applicable performance year.

  64. Short-Term Cash Incentive Program

    | Helix Energy Solutions Group, Inc. | 2024 Proxy Statement | 51 |

  65. Short-Term Cash Incentive Program

    The STI target for each executive officer is expressed as a percentage of base salary. Individual NEO STI targets are generally established at the December meeting of the Compensation Committee in the prior year (at the same time base salary and long-term incentive awards are determined), and STI program design and metrics are generally established at the Compensation Committee’s first regular meeting of the applicable year. In February 2023, the Compensation Committee approved the 2023 STI program for Helix’s executive officers, reaffirmed that achieving a certain level of Adjusted EBITDA was again viewed as the key near-term financial objective for Helix and its shareholders, and therefore established that Adjusted EBITDA would serve as the primary financial metric for determining 2023 STI performance. Further, in recognition of the importance of sustainability among our stakeholders, the Compensation Committee, with input from management and its independent compensation consultant, determined to add a balanced scorecard of new ESG-related KPIs to the 2023 STI program. Under the 2023 STI program, Adjusted EBITDA accounted for ninety percent (90%) of an individual’s STI target, and the ESG scorecard accounted for ten percent (10%). As with prior years’ programs, there was for 2023 a “stretch” element— to earn a target payout, Adjusted EBITDA had to exceed the Company’s Board-approved 2023 annual budget. This approach was designed to provide executives and employees an STI payment that would be meaningful if a certain financial performance level was achieved, but not in an amount that would negatively affect Adjusted EBITDA if the Company did not achieve its budget. Set forth below are the 2023 Adjusted EBITDA thresholds at which various levels of STI payouts could be earned, in each case accounting for 90% of an individual’s STI target:

  66. Short-Term Cash Incentive Program

    | | 2023 Adjusted EBITDA | | Threshold | $178 million | | Target | $229 million | | Maximum | $275 million |

  67. Short-Term Cash Incentive Program

    The remaining 10% of an individual’s STI target could be earned based on achievement under KPIs related to Emissions, Safety and Engagement, each of which was determined by the Compensation Committee as drivers for positive behaviors designed to enhance shareholder value. Whereas an individual could achieve greater than his or her STI target by out-performing certain levels of Adjusted EBITDA, the ESG-related component was not subject to an upwards adjustment factor in excess of the 10%. No executive officer could earn an STI payout in excess of his or her individual maximum level set by the Compensation Committee. Thus, it was possible for an NEO to earn an STI payout below or above his or her target amount, but not above the maximum level. In addition, pursuant to the terms of the 2023 STI program, notwithstanding the stated performance metrics, any individual executive officer’s bonus for 2023 could be adjusted upward or downward in the discretion of the Compensation Committee. Our CEO’s target STI percentage has not changed since 2014 and there were no increases to the 2023 target STI percentages of our other NEOs. Below are our NEOs’ target and maximum STI levels for 2023:

  68. Short-Term Cash Incentive Program

    | Named Executive Officer | Target | Maximum | | Owen Kratz | $1,200,000 | $2,280,000 | | Scotty Sparks | $460,000 | $874,000 | | Erik Staffeldt | $440,000 | $836,000 | | Ken Neikirk | $400,000 | $760,000 |

  69. Short-Term Cash Incentive Program

    Set forth below are the 2023 STI targets and actual payouts for each NEO. For 2023, Helix reported Adjusted EBITDA of $273 million, significantly exceeding the Board-approved 2023 annual budget, resulting in a 196% payout under the portion (90%) of the STI relating to achievement of Adjusted EBITDA goals. Notwithstanding that the Compensation Committee and executive management believed the Company achieved each of the ESG-related KPIs articulated in the STI program, in continuing efforts to emphasize and promote our Safety culture, executive management’s recommended, and the

  70. Short-Term Cash Incentive Program

    | 52 | 2024 Proxy Statement | Helix Energy Solutions Group, Inc. |

  71. Short-Term Cash Incentive Program

    Compensation Committee affirmed, that management not be awarded compensation under the program’s Safety and Engagement metrics, and that management only be awarded a prorated amount of the portion (10%) of the STI relating to achievement of the ESG metrics for Emissions. Accordingly, our NEOs were each paid STI at 179.8% of target, as follows:

  72. Short-Term Cash Incentive Program

    | 2023 STI Payouts: Target v. Actual | | | | Named Executive Officer | Target | Actual | | Owen Kratz | $1,200,000 | $2,157,600 | | Scotty Sparks | $460,000 | $827,080 | | Erik Staffeldt | $440,000 | $791,120 | | Ken Neikirk | $400,000 | $719,200 |

  73. Long-Term Incentive Program

    Long-Term Incentive Program The Compensation Committee believes that equity-based incentive awards serve to align the economic interests of our executive officers with those of our shareholders. Restricted stock, RSU and PSU awards provide proper incentives to avoid undue risk taking while increasing long-term shareholder value. In addition, these awards are an important retention tool with respect to our NEOs. Issuances of restricted stock, RSUs and PSUs are made pursuant to our 2005 Long-Term Incentive Plan (as amended and restated, our “Plan”) and are governed by the terms of the Plan in addition to the terms and conditions stated in the applicable award documents. Individual NEO long-term incentive program design and metrics, as well as the value of long-term incentive awards, are generally established at the December meeting of the Compensation Committee in the prior year (at the same time base salary and STI targets are determined). In determining the value of each NEO’s long-term incentive award, the Compensation Committee reviews the data provided by its independent compensation consultant, and takes into consideration historical awards and the CEO’s recommendation.

  74. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards For 2023, the long-term incentive awards consisted of: (1) 50% in the form of a performance-contingent cliff-vesting PSU award, the payout of which (if any) is measured by our performance and is based in equal parts on our (a) TSR compared to that of a formulaically selected performance peer group and (b) generation of Free Cash Flow compared to a pre-established benchmark, in each case over a three-year performance period; and (2) 50% in the form of a time-vesting RSU award. PSUs and RSUs granted in 2023 are payable in either stock, cash or a combination thereof, in the discretion of the Compensation Committee. In December 2022 the Compensation Committee determined, in consultation with WTW and supported by market data of our 2023 Benchmarking Peer Group, that the 2023 long-term incentive award for Mr. Kratz would remain at $3.6 million, and the long-term incentive awards for each of Messrs. Sparks, Staffeldt and Neikirk would increase to $1.375 million, $1.3 million and $950,000, respectively. Set forth below are the long-term incentive awards granted in January 2023 to each of our NEOs:

  75. 2023 Long-Term Incentive Awards

    | 2023 Long-Term Incentive Awards | | | | | Named Executive Officer | PSU Awards in units (50%) | RSU Awards in units (50%) | Total Value of LTI Awards in dollars | | Owen Kratz | 243,902 | 243,902 | $3,600,000 | | Scotty Sparks | 93,157 | 93,157 | $1,375,000 | | Erik Staffeldt | 88,076 | 88,076 | $1,300,000 | | Ken Neikirk | 64,363 | 64,363 | $950,000 |

  76. 2023 Long-Term Incentive Awards

    | Helix Energy Solutions Group, Inc. | 2024 Proxy Statement | 53 |

  77. 2023 PSU Awards

    2023 PSU Awards In January 2023, each NEO received a PSU award pursuant to our Plan. Each unit represents the contingent right to receive either (a) one share of our common stock or (b) cash representing the fair market value of one share of our common stock, at the end of a three-year period based equally on our TSR relative to that of the companies in a formulaically selected performance peer group and our Free Cash Flow compared to a pre-established benchmark, subject to the terms and conditions of our Plan. The maximum payout that may be achieved at vesting, whether paid in stock or cash, is 200% of the number of units awarded, and the minimum payout that may be achieved is zero. The PSUs granted in 2023 are payable in either stock, cash or a combination thereof, in the discretion of the Compensation Committee and subject to the terms and conditions of our Plan. For 2023 the Compensation Committee again established a Performance Peer Group, separate from our Benchmarking Peer Group, to measure Helix’s comparative TSR performance under the 2023 PSU awards. The 2023 Performance Peer Group was established formulaically, beginning with the 2023 Benchmarking Peer Group, eliminating companies that subsequently filed for bankruptcy or were acquired, and then adding those most prevalent “peers of peers” from the performance peer groups utilized by the 2023 Benchmarking Peer Group. In creating the 2023 Performance Peer Group the Compensation Committee again emphasized its desire for an unbiased and repeatable approach to establish a large group of companies against which the Company competes for investment dollars. Accordingly, the 2023 Performance Peer Group was as follows:

  78. 2023 PSU Awards

    | 2023 Performance Peer Group | | Archrock, Inc.(1)(2)(3) | | ChampionX Corporation(1)(2)(3) | | Core Laboratories N.V.(1)(2)(3) | | Dril-Quip, Inc.(1)(2)(3) | | Expro Group Holdings N.V. | | Forum Energy Technologies, Inc.(1)(2) | | Helmerich & Payne, Inc.(1)(2) | | Nabors Industries Ltd.(1)(2) | | Newpark Resources, Inc.(1)(2)(3) | | NexTier Oilfield Solutions Inc.(1) | | Oceaneering International, Inc.(1)(2)(3) | | Oil States International, Inc.(1)(2)(3) | | Patterson-UTI Energy, Inc.(1) | | Precision Drilling Corporation | | ProPetro Holding Corp.(1)(3) | | RPC, Inc.(1)(2)(3) | | Select Energy Services, Inc.(1) | | TETRA Technologies, Inc.(1)(2)(3) | | Tidewater, Inc.(1) | | USA Compression Partners, LP(1) |

  79. 2023 PSU Awards

    | (1) Member of 2022 Performance Peer Group |

  80. 2023 PSU Awards

    | (2) Member of 2021 Performance Peer Group |

  81. 2023 PSU Awards

    | (3) Member of 2020 Performance Peer Group |

  82. 2023 PSU Awards

    | 54 | 2024 Proxy Statement | Helix Energy Solutions Group, Inc. |

  83. 2023 PSU Awards

    With respect to the TSR portion of the 2023 PSU awards, the TSR formula is computed using our stock price as follows:

  84. 2023 PSU Awards

    | * Dividends, if any paid over the performance period; Beginning Price being the average |

  85. 2023 PSU Awards

    closing price of the last 20 trading days of 2022 and the Ending Price being the average closing price of the last 20 trading days of 2025. For the TSR portion of the 2023 PSU awards, the TSR performance threshold is the 25th percentile of the 2023 Performance Peer Group (the attainment below which will yield a payout equal to 0%), performance target level is a TSR at or above the 55th percentile (the attainment of which will yield a payout equal to 100% or “target”), and the maximum performance level is a TSR at or above the 80th percentile (the attainment of which will yield a payout equal to 200%). Payout for TSR performance between these percentiles is calculated by linear interpolation. For the Free Cash Flow portion of the 2023 PSU awards, in the event the Company does not generate a cumulative Free Cash Flow of greater than $200 million during the three-year performance period, no payout will be made. In the event the Company generates a cumulative Free Cash Flow of $250 million during the performance period, payout will equal 100% or “target.” In the event the Company generates a cumulative Free Cash Flow of $375 million or greater during the performance period, payout will equal 200%. Payout for Free Cash Flow performance between these amounts is calculated by linear interpolation.

  86. 2023 Restricted Stock Unit Awards

    2023 Restricted Stock Unit Awards In January 2023, each NEO received a time-vesting RSU award pursuant to our Plan. The RSU awards vest over a three-year period in one-third increments on each anniversary of the grant date, and are payable in either stock, cash or a combination thereof in the discretion of the Compensation Committee, all subject to the terms and conditions of our Plan. The decision to grant RSUs payable in either stock or cash was made to conserve the Company’s share count and avoid potential dilution.

  87. Payouts of Prior Long-Term Incentive Awards

    Payouts of Prior Long-Term Incentive Awards Our executive officers had long-term incentive awards that vested immediately after the end of 2023, including the cliff vesting of the 2021 PSU awards (the payout of which was based on our relative TSR over the three-year performance period from January 1, 2021 through December 31, 2023 as well as the generation of Free Cash Flow during such performance period) and annual vesting for each of the RSU awards granted in 2021-2023. With respect to the cliff vesting of the 2021 PSU awards, our TSR ranked 6th out of the 18 2021 PSU peer group companies (as identified in the 2021 PSU award agreements), reflecting a 136% return over the three-year performance period. Additionally, the Company generated a cumulative $283 million of Free Cash Flow during the performance period, which achieved the maximum performance factor payable under the 2021 PSU award agreements. Therefore, in accordance with the terms of each such executive officer’s PSU Award Agreement, 181% of the granted PSUs was earned by such executive officers.

  88. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements We believe that the competitive marketplace for executive talent and our desire to retain our executive officers require us to provide our executive officers with certain severance benefits. In addition, we believe that the interests of our shareholders are served by having limited change in control benefits for executive officers who would be integral to the success of, and are most likely to be impacted by, a change in control of the Company. In November 2008, Mr. Kratz executed an amended and restated employment agreement with the Company. Each of Messrs. Sparks, Staffeldt and Neikirk executed an employment agreement in May 2015, June 2017 and May 2019, respectively, in connection with his promotion to an executive officer position, none of which agreements contain a “gross-up” or excise tax protection provision. The employment agreements with our executive officers contain severance benefits in the event the executive’s employment is terminated by Helix without “Cause” or the executive terminates his or her employment for “Good Reason,” as those terms are defined in the agreements. The employment agreements generally contain benefits payable to the executive officer if the executive officer is terminated without “Cause” or terminates his or her employment for “Good Reason” within a two-year period following a “Change in Control.” We believe the provision of these benefits to be reasonable and customary for our benchmarking peers. For more information regarding severance and change in control benefits, see “Employment Agreements and Change in Control Provisions.” In February 2012, the Compensation Committee adopted a policy that prohibits future employment agreements with executive officers from containing “single trigger” change in control provisions, or excise tax protection or “gross-up” provisions. None of our executive officers’ employment agreements has a “single trigger” for payout of severance benefits in the event of a change of control.

  89. Summary Compensation Table

    Summary Compensation Table The following table provides a summary of the cash and non-cash compensation for the years ended December 31, 2023, 2022 and 2021, for our named executive officers: (1) the Chief Executive Officer and the Chief Financial Officer and (2) other than the Chief Executive Officer and the Chief Financial Officer, each of the two most highly compensated executive officers of Helix during 2023. These individuals are our only executive officers. The table may not reflect the actual compensation received by the named executive officers for the three-year period. For example, amounts recorded in the stock awards column reflect the grant date fair value of the awards. The actual value of compensation realized by the named executive officer with respect to any equity award will vary from the grant date fair value due to stock price fluctuations and/or forfeitures.

  90. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Owen Kratz President and Chief Executive Officer | 2023 | $800,000 | $-0- | $4,057,310 | $2,157,600 | $8,250 | $7,023,160 | | | 2022 | $700,000 | $-0- | $4,249,038 | $1,400,000 | $7,625 | $6,356,663 | | | 2021 | $700,000 | $-0- | $1,247,319 | $929,670 | $-0- | $2,876,989 | | Scotty Sparks Executive Vice President and Chief Operating Officer | 2023 | $460,000 | $-0- | $1,549,607 | $827,080 | $-0- | $2,836,687 | | | 2022 | $460,000 | $-0- | $1,386,837 | $611,800 | $-0- | $2,458,637 | | | 2021 | $460,000 | $-0- | $1,133,931 | $407,284 | $-0- | $2,001,215 | | Erik Staffeldt Executive Vice President and Chief Financial Officer | 2023 | $440,000 | $-0- | $1,465,144 | $791,120 | $8,250 | $2,704,514 | | | 2022 | $440,000 | $-0- | $1,268,813 | $585,200 | $7,625 | $2,301,638 | | | 2021 | $440,000 | $-0- | $1,020,536 | $389,576 | $-0- | $1,850,112 | | Ken Neikirk Executive Vice President, General Counsel and Corporate Secretary | 2023 | $400,000 | $-0- | $1,070,679 | $719,200 | $8,250 | $2,198,129 | | | 2022 | $400,000 | $-0- | $944,230 | $532,000 | $7,625 | $1,883,855 | | | 2021 | $400,000 | $-0- | $907,142 | $454,660 | $-0- | $1,761,802 |

  91. Summary Compensation Table

    | (1) For 2021, no salaries were increased compared to the prior year except for Mr. Neikirk’s in the amount of $40,000. For 2022 no salaries were increased. For 2023, no salaries were increased compared to the prior year except for Mr. Kratz’s in the amount of $100,000. |

  92. Summary Compensation Table

    | (2) During the periods shown, the long-term incentive program was structured such that the awarded value of RSUs (on the one hand) and PSUs (on the other) was identical, based on the quoted closing market price of $7.38 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. |

  93. Summary Compensation Table

    | For 2021, as compared to the prior year, the total grant values of long-term incentive awards to Messrs. Kratz, Sparks and Staffeldt were reduced by $2,500,000, $175,000 and $175,000, respectively, and the total grant value of the long-term incentive award to Mr. Neikirk was increased by $50,000. For 2022, the total grant values of long-term incentive awards to Messrs. Kratz, Sparks and Staffeldt were increased by $2,500,000, $175,000, and $175,000, respectively, and the |

  94. Summary Compensation Table

    | 60 | 2024 Proxy Statement | Helix Energy Solutions Group, Inc. |

  95. Summary Compensation Table

    total grant value of the long-term incentive award to Mr. Neikirk was not changed. For 2023, the total grant values of long-term incentive awards to Messrs. Sparks, Staffeldt and Neikirk were increased by $200,000, $225,000, and $150,000, respectively, and the total grant value of the long-term incentive award to Mr. Kratz was not changed. PSUs and RSUs granted in 2021, 2022 and 2023 are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee.

  96. Summary Compensation Table

    | The amounts shown in this column represent the grant date fair value of the RSU awards and PSU awards as calculated in accordance with the provisions of FASB ASC Topic 718 (as opposed to the awarded value of the grant). While the awarded value and the FASB ASC Topic 718 determined value for RSU awards are the same, the values for PSU awards are different. See the “Grant of Plan-Based Awards” table below for details of the 2023, 2022 and 2021 awards and the related grant date fair value. The value ultimately realized by each named executive officer may not be equal to the FASB ASC Topic 718 determined value. No stock options were granted in 2023, 2022 or 2021. |

  97. Summary Compensation Table

    | Not included in the table are the payments made to our named executive officers upon the vesting of PSU awards. In March 2024, the following named executive officers received the following amounts in stock from their 2021 PSU awards, which were three-year cliff vesting, based on the quoted closing market price of $10.28 per share of our common stock on December 31, 2023 as well as the cumulative Free Cash Flow generated by Helix during the three-year performance period: Mr. Kratz, $2,436,596; Mr. Sparks, $2,215,104; Mr. Staffeldt, $1,993,611; and Mr. Neikirk, $1,772,077. In January 2023, the following named executive officers received the following amounts in stock from their 2020 PSU awards, which were three-year cliff vesting, based on the quoted closing market price of $7.38 per share of our common stock on December 31, 2022: Mr. Kratz, $1,065,620; Mr. Sparks, $347,805; Mr. Staffeldt, $318,203; and Mr. Neikirk, $222,005. In January 2022, the following named executive officers received the following amounts in stock from their 2019 PSU awards, which were three-year cliff vesting, based on the quoted closing market price of $3.12 per share of our common stock on December 31, 2021: Mr. Kratz, $1,446,391; Mr. Sparks, $485,896; and Mr. Staffeldt, $485,896. In January 2021, the following named executive officers received the following amounts in stock from their 2018 PSU awards, which were three-year cliff vesting, based on the quoted closing market price of $4.20 per share of our common stock on December 31, 2020: Mr. Kratz, $1,782,497; Mr. Sparks, $598,802; and Mr. Staffeldt, $417,774. |

  98. Summary Compensation Table

    | (3) The amounts shown in this column reflect the payments made to each named executive officer under Helix’s STI programs for the applicable performance year that are paid in March of the following year. In addition, the amounts shown in this column for Mr. Neikirk include cash payments under our long-term incentive program for non-executive awards granted in 2018 and 2019. Those amounts totaled $51,000 in 2022 and $100,500 in 2021. |

  99. Summary Compensation Table

    | (4) The amounts in this column consist of matching contributions by Helix through our Employees’ 401(k) Savings Plan. Helix suspended its discretionary matching contributions for 2021. For 2022, Helix reinstated its discretionary matching contributions at the rate of 50% of an employee’s pre-tax contributions up to 5% of the employee’s compensation, subject to contribution limits and such discretionary matching contributions by Helix remained at the same rate in 2023. |

  100. Summary Compensation Table

    | Helix Energy Solutions Group, Inc. | 2024 Proxy Statement | 61 |

  101. Grant of Plan-Based Awards

    Grant of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards during the fiscal year ended December 31, 2023 to each of our named executive officers:

  102. Grant of Plan-Based Awards

    | Name and Principal Position | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards (PSUs)(2) | | | All Other Stock Awards: Number of RSUs(3) | Grant Date Fair Value of Stock and Options Awarded(4) | | | | Target STI Opportunity | Threshold | Target | Maximum | | | | Owen Kratz President and Chief Executive Officer | | $1,200,000 | | | | | | | | 1/3/2023 | | 4,061 | 243,902 | 487,804 | | $2,257,313 | | | 1/3/2023 | | | | | 243,902 | $1,799,997 | | Scotty Sparks Executive Vice President and Chief Operating Officer | | $460,000 | | | | | | | | 1/3/2023 | | 1,551 | 93,157 | 186,314 | | $862,108 | | | 1/3/2023 | | | | | 93,157 | $687,499 | | Erik Staffeldt Executive Vice President and Chief Financial Officer | | $440,000 | | | | | | | | 1/3/2023 | | 1,466 | 88,076 | 176,152 | | $815,143 | | | 1/3/2023 | | | | | 88,076 | $650,001 | | Ken Neikirk Executive Vice President, General Counsel and Corporate Secretary | | $400,000 | | | | | | | | 1/3/2023 | | 1,072 | 64,363 | 128,726 | | $595,680 | | | 1/3/2023 | | | | | 64,363 | $474,999 |

  103. Grant of Plan-Based Awards

    | (1) This column shows the target amount of cash payable to our named executive officers under our 2023 STI program. For more information regarding our STI program, including the performance targets used for 2023, see “Compensation Discussion and Analysis – 2023 Executive Compensation Components – Short-Term Cash Incentive Program.” |

  104. Grant of Plan-Based Awards

    | (2) These columns show the estimated units payable with respect to the 2023 PSU awards made under our 2005 Long Term Incentive Plan. The 2023 PSU awards are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee, and are subject to a three-year cliff-vesting period. The number of units earned is contingent on Helix’s performance in terms of TSR and Free Cash Flow. For the TSR portion, the TSR performance threshold is the 25th percentile of the 2023 Performance Peer Group (the attainment below which will yield a payout equal to 0%), performance target level is a TSR at the 55th percentile (the attainment of which will yield a payout equal to 100% or “target”), and the maximum performance level is a TSR at or above the 80th percentile (the attainment of which will yield a payout equal to 200%). Payout for TSR performance between these percentiles is calculated by linear interpolation. For the Free Cash Flow portion, in the event Helix does not generate a cumulative Free Cash Flow of greater than $200 million during the three-year performance period, no payout will be made. In the event Helix generates a cumulative Free Cash Flow of $250 million during the performance period, payout will equal 100% or “target.” In the event Helix generates a cumulative Free Cash Flow of $375 million or greater during the performance period, payout will equal 200%. Payout for Free Cash Flow performance between these amounts is calculated by linear interpolation. The threshold column shows the minimum attainment that would generate a payout, which would be comprised of TSR at the 26th percentile and cumulative Free Cash Flow less than $200 million. For more information regarding the PSU awards, see “Compensation, Discussion and Analysis – 2023 Executive Compensation Components – 2023 PSU Awards.” |

  105. Grant of Plan-Based Awards

    | (3) This column shows the number of time-vesting RSUs granted in 2023 to the named executive officers under our 2005 Long Term Incentive Plan. RSUs granted in 2023 are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |

  106. Grant of Plan-Based Awards

    | (4) This column shows the grant date fair value of the PSU awards and time-vesting RSU awards. No options were granted by Helix in 2023 and no options are currently outstanding. Our 2023 long-term incentive program was structured such that the awarded value of PSUs and RSUs was identical, based on the quoted closing market price of $7.38 per share of our common stock on December 31, 2022. The amounts shown in this column, however, represent the grant date fair value of PSU and RSU awards as calculated in accordance with the provisions of FASB ASC Topic 718 (as opposed to the awarded value of the grant). While the awarded value and the FASB ASC Topic 718 determined value for RSU awards are the same, the values for PSU awards are different. |

  107. Grant of Plan-Based Awards

    | 62 | 2024 Proxy Statement | Helix Energy Solutions Group, Inc. |

  108. Grant of Plan-Based Awards

    The following table sets forth certain information with respect to the RSUs and PSUs granted during or for the fiscal years ended December 31, 2023, 2022 and 2021 to each of our named executive officers:

  109. Grant of Plan-Based Awards

    | Name and Principal Position | Grant Date | Approval Date | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Market Value of Stock Awards(3) | | Owen Kratz President and Chief Executive Officer | 1/3/2023 | 12/7/2022 | 243,902(1) | $2,257,313 | | | 1/3/2023 | 12/7/2022 | 243,902(2) | $1,799,997 | | | 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 |

  110. Grant of Plan-Based Awards

    | (1) This is the number of PSUs awarded to each named executive officer in 2023, 2022 and 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 2023, 2022 and 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. |

  111. Grant of Plan-Based Awards

    | (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. |

  112. Grant of Plan-Based Awards

    | (3) During the periods shown, the long-term incentive program was structured such that the awarded value of PSUs (on the one hand) and RSUs (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. The amounts shown in this column, however, represent the grant date fair value of the PSU awards and RSU awards calculated in accordance with the provisions of FASB ASC Topic 718 (as opposed to the awarded value of the grant). While the awarded value and the FASB ASC Topic 718 determined value for restricted stock awards are the same, the values for PSU awards are different. |

  113. Grant of Plan-Based Awards

    | Helix Energy Solutions Group, Inc. | 2024 Proxy Statement | 63 |

  114. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table includes certain information with respect to the value as of December 31, 2023 of all unvested restricted stock, RSU and PSU awards outstanding for each of our named executive officers.

  115. Outstanding Equity Awards as of December 31, 2023

    | Name and Principal Position | Stock Awards(1) | | | | | | Number of Shares or Units of Stock That Have Not Vested(2) | Market Value of Shares or Units of Stock That Have Not Vested(3)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3)(4) | | Owen Kratz President and Chief Executive Officer | 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 |

  116. Outstanding Equity Awards as of December 31, 2023

    | (1) No options were granted by Helix in 2023 and no options are currently outstanding. |

  117. Outstanding Equity Awards as of December 31, 2023

    | (2) The numbers in this column represent unvested RSUs as of December 31, 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. |

  118. Outstanding Equity Awards as of December 31, 2023

    | (3) The fair market value is calculated as the product of the closing price on the last business day of 2023, which was $10.28 per share, and the number of unvested shares or units. |

  119. Outstanding Equity Awards as of December 31, 2023

    | (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. |

  120. Outstanding Equity Awards as of December 31, 2023

    | (5) The numbers in this column represent unvested PSUs as of December 31, 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. |

  121. Outstanding Equity Awards as of December 31, 2023

    | (6) RSUs granted on January 1, 2021, which vested ratably on an annual basis over the three-year period ended December 31, 2023. |

  122. Outstanding Equity Awards as of December 31, 2023

    | (7) PSUs granted on January 4, 2021, for the three-year performance period ended December 31, 2023. |

  123. Outstanding Equity Awards as of December 31, 2023

    | (8) RSUs granted on January 4, 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. |

  124. Outstanding Equity Awards as of December 31, 2023

    | (9) PSUs granted on January 4, 2022, for which the performance period ends on December 31, 2024 and are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |

  125. Outstanding Equity Awards as of December 31, 2023

    | (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. |

  126. Outstanding Equity Awards as of December 31, 2023

    | (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. |

  127. Outstanding Equity Awards as of December 31, 2023

    | 64 | 2024 Proxy Statement | Helix Energy Solutions Group, Inc. |

  128. Option Exercises and Stock Vested for Fiscal Year 2023

    Option Exercises and Stock Vested for Fiscal Year 2023 The following table includes certain information with respect to the options exercised by the named executive officers and with respect to RSUs vesting for each of our named executive officers during the year ended December 31, 2023.

  129. Option Exercises and Stock Vested for Fiscal Year 2023

    | Name and Principal Position | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Owen Kratz President and Chief Executive Officer | -0- | $-0- | 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 |

  130. Potential Payments upon Certain Events Including Termination after a Change in Control

    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, 2023 for reasons other than a Change in Control or (b) a Change in Control had occurred within three months of the end of 2023:

  131. Potential Payments upon Certain Events Including Termination after a Change in Control

    | | O. Kratz | S. Sparks | E. Staffeldt | K. Neikirk | | 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 |

  132. Potential Payments upon Certain Events Including Termination after a Change in Control

    | | O. Kratz | S. Sparks | E. Staffeldt | K. Neikirk | | 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 |

  133. Potential Payments upon Certain Events Including Termination after a Change in Control

    | (1) Under the terms of the PSU award agreements, it is possible for a named executive officer who retires after the age of 55, dies or becomes disabled to earn a pro-rata amount of his or her unvested PSU awards, based on the named executive officer’s full months of service within the applicable three-year performance period. However, because the payout of these PSUs would not occur until their ordinary vesting, the payout can fluctuate from 0% to 200% of the units awarded based on stock price performance (significantly, the last 20 trading days prior to vesting), and therefore cannot be quantified in advance. |

  134. Potential Payments upon Certain Events Including Termination after a Change in Control

    | (2) STI for 2023 would be payable under the terms of the STI program and/or as applicable under our named executive officers’ employment agreements. |

  135. Potential Payments upon Certain Events Including Termination after a Change in Control

    | Helix Energy Solutions Group, Inc. | 2024 Proxy Statement | 69 |

  136. Potential Payments upon Certain Events Including Termination after a Change in Control

    | (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, 2023, the named executive officer would have already received his base salary for such period. |

  137. Potential Payments upon Certain Events Including Termination after a Change in Control

    | (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 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, 2023, which was $10.28 per share. |

  138. Potential Payments upon Certain Events Including Termination after a Change in Control

    | (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. As of December 31, 2023, Helix’s stock performance was at the 71st percentile for the TSR portion of the 2021 award (which equates to 162%) and 200% of the Free Cash Flow portion; accordingly, the PSUs issued for 2021 would have been issued at approximately 181%. These amounts are based on the closing price of our common stock on December 31, 2023, which was $10.28 per share. |

  139. Potential Payments upon Certain Events Including Termination after a Change in Control

    | (6) These amounts are based upon the closing price of our common stock on December 31, 2023, which was $10.28 per share. |

  140. Potential Payments upon Certain Events Including Termination after a Change in Control

    | (7) 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, 2023, Helix’s stock performance was at the 71st percentile for the TSR portion of the 2021 award (which equates to 162%) and 200% of the Free Cash Flow portion; accordingly, the PSUs issued for 2021 would have been issued at 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. |

  141. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Helix is a global company that as of December 31, 2023 employed 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 calculates and discloses 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.

  142. Methodology and Pay Ratio

    Methodology and Pay Ratio In 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 $87,938 for 2023. Our Chief Executive Officer’s compensation as reported in the Summary Compensation Table was $7,023,160 for 2023. Therefore, our chief executive officer to median employee pay ratio is estimated at 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, our 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 77:1.

  143. Methodology and Pay Ratio

    | 70 | 2024 Proxy Statement | Helix Energy Solutions Group, Inc. |

  144. Methodology and Pay Ratio

    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.

  145. Pay Versus Performance

    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.

  146. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1)(2)(3) | Value of Initial Fixed $100 Investment Based On:(4) | | Net Income (loss) (in thousands) | Adjusted EBITDA (Company- Selected Measure) (in thousands)(5) | | | | | | | Company Total Shareholder Return | Peer Group Total Shareholder Return | | | | 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 |

  147. Pay Versus Performance

    | (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: |

  148. Pay Versus Performance

    PEO SCT Total to CAP Reconciliation:

  149. Pay Versus Performance

    | Year | Salary | Bonus and Non-Equity Incentive Compensation | Other Compensation(i) | SCT Total | Deductions from SCT Total(ii) | Additions to SCT Total(iii) | CAP | | 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) |

  150. Pay Versus Performance

    Average Non-PEO NEOs SCT Total to CAP Reconciliation:

  151. Pay Versus Performance

    | Year | Salary | Bonus and Non-Equity Incentive Compensation | Other Compensation(i) | SCT Total | Deductions from SCT Total(ii) | Additions to SCT Total(iii) | CAP | | 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) |

  152. Pay Versus Performance

    | (i) Reflects “all other compensation” reported in the SCT for each year shown. |

  153. Pay Versus Performance

    | Helix Energy Solutions Group, Inc. | 2024 Proxy Statement | 71 |

  154. Pay Versus Performance

    | (ii) Represents the grant date fair value of equity-based awards granted each year. |

  155. Pay Versus Performance

    | (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. |

  156. Pay Versus Performance

    PEO Equity Component of CAP for Fiscal Year ended December 31, 2023:

  157. Pay Versus Performance

    | Equity Type | Fair Value of Current Year Equity Awards at 12/31/2023 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31/2023 (b) | Change in Value of Prior Years’ Awards That Vested in FY2023 (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | | 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 |

  158. Pay Versus Performance

    Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2023:

  159. Pay Versus Performance

    | Equity Type | Fair Value of Current Year Equity Awards at 12/31/2023 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31/2023 (b) | Change in Value of Prior Years’ Awards That Vested in FY2023 (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | | 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 |

  160. Pay Versus Performance

    | Equity Type | Fair Value of Current Year Equity Awards at 12/31/2022 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31/2022 (b) | Change in Value of Prior Years’ Awards That Vested in FY2022 (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | | PSUs | $7,823,076 | $1,665,913 | — | $9,488,989 | | RSUs | $4,257,692 | $371,906 | — | $4,629,598 | | RSAs | — | $265,424 | — | $265,424 | | Total | $12,080,768 | $2,303,243 | — | $14,384,011 |

  161. Pay Versus Performance

    | 72 | 2024 Proxy Statement | Helix Energy Solutions Group, Inc. |

  162. Pay Versus Performance

    | Equity Type | Fair Value of Current Year Equity Awards at 12/31/2022 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31/2022 (b) | Change in Value of Prior Years’ Awards That Vested in FY2022 (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | | PSUs | $2,209,295 | $890,189 | — | $3,099,484 | | RSUs | $1,202,404 | $304,287 | — | $1,506,691 | | RSAs | — | $73,729 | — | $73,729 | | Total | $3,411,698 | $1,268,205 | — | $4,679,904 |

  163. Pay Versus Performance

    PEO Equity Component of CAP for Fiscal Year ended December 31, 2021:

  164. Pay Versus Performance

    | Equity Type | Fair Value of Current Year Equity Awards at 12/31/2021 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31/2021 (b) | Change in Value of Prior Years’ Awards That Vested in FY2021 (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | | PSUs | $652,796 | $(1,620,184) | — | $(967,389) | | RSUs | $408,570 | — | — | $408,570 | | RSAs | — | $(241,050) | — | $(241,050) | | Total | $1,061,366 | $(1,861,234) | — | $(799,868) |

  165. Pay Versus Performance

    Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2021:

  166. Pay Versus Performance

    | Equity Type | Fair Value of Current Year Equity Awards at 12/31/2021 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31/2021 (b) | Change in Value of Prior Years’ Awards That Vested in FY2021 (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | | PSUs | $534,108 | $(409,631) | — | $124,477 | | RSUs | $334,286 | — | — | $334,286 | | RSAs | — | $(61,228) | — | $(61,228) | | Total | $868,394 | $(470,859) | — | $397,535 |

  167. Pay Versus Performance

    | Equity Type | Fair Value of Current Year Equity Awards at 12/31/2020 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31/2020 (b) | Change in Value of Prior Years’ Awards That Vested in FY2020 (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | | PSUs | $1,059,814 | $(5,047,613) | — | $(3,987,799) | | RSUs | — | — | — | — | | RSAs | $785,047 | $(1,454,697) | — | $(669,650) | | Total | $1,844,861 | $(6,502,310) | — | $(4,657,449) |

  168. Pay Versus Performance

    | Helix Energy Solutions Group, Inc. | 2024 Proxy Statement | 73 |

  169. Pay Versus Performance

    | Equity Type | Fair Value of Current Year Equity Awards at 12/31/2020 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31/2020 (b) | Change in Value of Prior Years’ Awards That Vested in FY2020 (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | | PSUs | $294,392 | $(1,060,193) | — | $(765,801) | | RSUs | — | — | — | — | | RSAs | $218,068 | $(312,792) | — | $(94,724) | | Total | $512,460 | $(1,372,985) | — | $(860,525) |

  170. Pay Versus Performance

    | (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. |

  171. Pay Versus Performance

    | (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. |

  172. Pay Versus Performance

    | (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. |

  173. Pay Versus 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. |