DEF 14A of Hornbeck Offshore Services, Inc.

Filed Apr 1, 2026 · FY20250001140361-26-012501

Open on EDGAR

Board of Directors
Board of Directors
Board of Directors
| | | | | Nominee Paula Harris Retired Director of Global Stewardship SLB Ltd. | Nominee Amy H. Nelson President Greenridge Advisors, LLC | Nominee William L. Transier Chief Executive Officer Transier Advisors, LLC |
Board of Directors
| | | | | | Diana Glassman Director-Engagement EOS at Federated Hermes Limited | Owen Kratz President and Chief Executive Officer Helix Energy Solutions | T. Mitch Little Chief Executive Officer Jadestone Energy | John V. Lovoi Managing Partner JVL Partners |
Election of Directors
Election of Directors Three directors are to be elected at the Annual Meeting. The Board has proposed three nominees, Paula Harris, Amy H. Nelson and William L. Transier, to stand for election as Class III directors. Each nominee is currently serving as a Class III director. 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 Ms. Harris, Ms. Nelson and Mr. Transier 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 III director for a term of three years, until the Annual Meeting of Shareholders in 2029 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 III 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 III director nominees and each other member of the Board. Information in each director’s biographical information is as of March 17, 2026. Information about the number of shares of our common stock beneficially owned by each director as of March 17, 2026 appears below under the heading “Share Ownership Information–Management Shareholdings” on page 73.
Vote Required
| Primary Occupation: Retired Director of Global Stewardship SLB Ltd. Director Since: 2022 Age: 62 | Paula Harris | | | Professional Experience: Ms. Harris was appointed as a director in September 2022. Ms. Harris previously served on the executive leadership team at the Houston Astros serving as Senior Vice President of Community, Astros Foundation. Ms. Harris has over 34 years of experience in international oilfield services with SLB Limited (NYSE: SLB), most recently serving as Director of Global Stewardship from 2015 until her retirement in 2020. Prior to such role at SLB 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. |
Vote Required
| Primary Occupation: President Greenridge Advisors, LLC Director Since: 2019 Age: 57 | 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, from 2014 through 2024, Ms. Nelson served 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 merged with Patterson UTI Energy, Inc. (NASDAQ: PTEN) in September 2023 and Ms. Nelson currently serves as a director of Patterson UTI Energy. 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 has expertise in the oilfield service industry by virtue of her professional experiences and her service on the boards of several public oilfield service companies. 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. |
Vote Required
| Primary Occupation: Chief Executive Officer Transier Advisors, LLC Director Since: 2000 Age: 71 | 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. Since August 2025, Mr. Transier has served as a director of GoHealth, Inc. (NASDAQ: GOCO). From April 2024 to December 2025, Mr. Transier served as a director on the board of Express, Inc. 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. |
Information about Continuing Directors
Information about Continuing Directors Class I Directors with Term Expiring in 2028:
Information about Continuing Directors
| Primary Occupation: Managing Partner JVL Partners Director Since: 2003 Age: 65 | 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 Innovex International, Inc. (NYSE: INVX), a provider of offshore drilling and production equipment to the global oil and gas business, and as Chairman of the board of directors 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. |
Information about Continuing Directors
| Primary Occupation: Chief Executive Officer Jadestone Energy Director Since: 2021 Age: 62 | T. Mitch Little | | | Professional Experience: Mr. Little was appointed as a director in July 2021. Since June 2025, Mr. Little has served as Chief Executive Officer and a director of Jadestone Energy, an independent oil and gas company focused on the Asia-Pacific region (LON: JSE). He previously 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 40 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 40-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. |
Information about Continuing Directors
| 14 | 2026 Proxy Statement | Helix Energy Solutions Group, Inc. |
Information about Continuing Directors
Class II Directors with Term Expiring in 2027:
Information about Continuing Directors
| Primary Occupation: Director-Engagement EOS at Federated Hermes Limited Director Since: 2022 Age: 59 | 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 Limited, a leader in active, responsible investing. She leads their Oil & Gas and co-leads their Technology sector portfolio company engagement, and co-leads their Board Effectiveness assessments across all sectors. She focuses on business strategy, risk management, sustainability and systemwide artificial intelligence (AI) oversight encompassing digital governance, human capital and organizational change, and datacenter energy considerations. Between July 2014 and December 2019 Ms. Glassman was Chief Executive Officer of Integration Strategy, Inc, a strategy consulting firm advising leaders of corporates, private equity firms and government entities primarily in energy and infrastructure. She previously held positions of increasing responsibility at TD Bank Group, Credit Suisse, a private equity firm and its global oilfield services portfolio company, and PWC. Ms. Glassman earned a Bachelor of Science degree in Biology magna cum laude at Yale University, an M.P.A. in International Political and Economic Development at Harvard Kennedy School, and an M.B.A. at Harvard Business School. | | | Director Qualifications: Ms. Glassman brings experience navigating growth and transformational change at the intersection of energy, technology and geopolitics across public and private markets. She has driven strategy, M&A and merger integration, privacy and data protection policy, and organizational change in complex global enterprises. Her leadership experiences in global strategy, energy addition and transition, the AI-energy nexus, organizational transformation, sustainability and risk matters strengthen the Board’s collective qualifications, skills and experience. |
Information about Continuing Directors
| Primary Occupation: President and Chief Executive Officer Helix Energy Solutions Group, Inc. Director Since: 1990 Age: 71 | 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. In December 2025, Mr. Kratz informed the Board of his intention to retire and serve as President and CEO until the Board has appointed a successor. 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. |
Information about Continuing Directors
| Helix Energy Solutions Group, Inc. | 2026 Proxy Statement | 15 |
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
Identifying and Evaluating Nominees for Directors
| 26 | 2026 Proxy Statement | Helix Energy Solutions Group, Inc. |
Identifying and Evaluating Nominees for Directors
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, the committee considers recommendations 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 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 committee seeks to achieve a balance of knowledge, experience and capability on the Board.
2025 Director Compensation Table
2025 Director Compensation Table The following table sets forth compensation that was earned or paid during the one-year period ended December 31, 2025 for each member who served on the Board during all or part of 2025.
2025 Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash(2)(3) | Stock Awards(4)(5) | All Other Compensation | Total | | Diana Glassman | $111,929 | $150,000 | $-0- | $261,929 | | Paula Harris | $90,000 | $178,128 | $-0- | $268,128 | | T. Mitch Little | $125,000 | $150,000 | $-0- | $275,000 | | John V. Lovoi | $145,244 | $150,000 | $-0- | $295,244 | | Amy H. Nelson | $129,294 | $150,000 | $-0- | $279,294 | | William L. Transier | $256,250 | $150,000 | $-0- | $406,250 |
2025 Director Compensation Table
| (1) Mr. Kratz is not included in the table because he does not receive any compensation for serving on the Board. |
2025 Director Compensation Table
| (2) 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. |
2025 Director Compensation Table
| (3) In this column we are required to report all fees either earned or paid to directors during 2025. As a result, fees earned in 2024 for fourth quarter service in 2024 but paid in 2025 are also included; thus the dollar amount represents fees paid for five (not four) successive quarters. Fees earned in 2024 but paid in 2025 were as follows: Ms. Glassman, $22,500; Mr. Little, $25,000; Ms. Nelson, $27,500; Mr. Transier, $51,250 and Mr. Lovoi, $31,250. Information with regard to Ms. Harris is included in footnote 5 below. |
2025 Director Compensation Table
| (4) 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. |
2025 Director Compensation Table
| (5) The grant date fair value of the restricted stock awarded with respect to the year ended December 31, 2025 to each director, computed in accordance with FASB ASC Topic 718, is as follows: |
2025 Director Compensation Table
| Name | Date of Grant | Number of Shares | Grant Date Fair Value | | Ms. Glassman | December 11, 2024(a) | 14,881 | $150,000 | | Ms. Harris | December 11, 2024(a) | 14,881 | $150,000 | | | January 1, 2025(b) | 3,018 | $28,128 | | Mr. Little | December 11, 2024(a) | 14,881 | $150,000 | | Mr. Lovoi | December 11, 2024(a) | 14,881 | $150,000 | | Ms. Nelson | December 11, 2024(a) | 14,881 | $150,000 | | Mr. Transier | December 11, 2024(a) | 14,881 | $150,000 |
2025 Director Compensation Table
| (a) Represents the annual equity grant made in December 2024 for 2025 Board service. |
2025 Director Compensation Table
| (b) Represents the payment of retainer and Board and committee fees for the fourth quarter 2024. |
2025 Director Compensation Table
| 28 | 2026 Proxy Statement | Helix Energy Solutions Group, Inc. |
Director Compensation
Director Compensation Additionally, on December 10, 2025, each non-employee director was issued 20,690 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, 2025, unvested restricted stock held by each non-employee director who served during all or part of 2025 is as follows:
Director Compensation
| Name | Shares of Unvested Restricted Stock Outstanding | | Ms. Glassman | 20,690 | | Ms. Harris | 33,929 | | Mr. Little | 20,690 | | Mr. Lovoi | 20,690 | | Ms. Nelson | 20,690 | | Mr. Transier | 20,690 |
Summary of Director Compensation and Procedures
Summary of Director Compensation and Procedures In 2025, 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 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 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 – Executive Compensation Process – Competitive Benchmarking” beginning on page 39. In 2025, our non-employee director cash retainers were as follows, in each case paid on a quarterly basis:
Summary of Director Compensation and Procedures
| • | All non-employee directors received an annual director’s retainer of $70,000; |
Summary of Director Compensation and Procedures
| • | The independent Chairman of the Board received an annual retainer of $125,000 for such service; |
Summary of Director Compensation and Procedures
| • | Each committee Chair received an annual retainer of $20,000; and |
Summary of Director Compensation and Procedures
| • | Each non-Chair member of each standing committee received an annual retainer of $10,000. |
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. 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). From time to time, the Board establishes special committees and special committee members may receive fees in amounts based on the relevant facts and circumstances. Such fees for special committee service are reported in the Director Compensation Table beginning on page 28. The grant of stock options is not currently an element of director compensation.
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. |
Summary of Director Compensation and Procedures
| Helix Energy Solutions Group, Inc. | 2026 Proxy Statement | 29 |
2025 Compensation Program Summary
2025 Compensation Program Summary Base salaries for our NEOs in 2025 continued to reflect the individuals’ contributions to our organization and align with our compensation philosophy. The significant majority of our 2025 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. Our 2025 executive LTI program continued to be significantly weighted towards our stock price performance, with half of the LTI award comprised of time-vesting restricted stock units (“RSUs”) and the other half comprised of cliff-vesting PSUs, which measure the Company’s performance over a three-year performance period using (a) relative TSR compared to that of a performance peer group and (b) generation of Free Cash Flow compared to pre-established goals. Consistent with the prior three years, for 2025 the Compensation Committee determined to grant RSUs and PSUs payable in either stock, cash or a combination thereof, as determined at the discretion of the Compensation Committee.
2025 Compensation Program Summary
| Over the 2023-2025 Performance Period, Helix ranked 9th of its 19-member performance peer group with positive Total Shareholder Return, and generated $417 million of cumulative Free Cash Flow. |
Compensation Philosophy, Objectives and Features
| 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 LTI performance-based compensation based on performance-based criteria including stock price performance and financial performance metrics • Consider shareholder views in establishing compensation policies, practices and levels • Establish and enforce stock ownership guidelines, including for our Chief Executive Officer (our “CEO”) at 6x his 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 compensation, including the recoupment of performance- and time-based, cash and equity awards • Establish and enforce hedging and stringent limitations on pledging of stock |
Compensation Philosophy, Objectives and Features
Implementing our business model and strategy requires input from highly qualified, experienced and technically proficient executive officers. We rely on our executive officers to operate effectively in both positive and negative market environments. They are charged with being able to develop and execute Helix’s strategies to achieve value for shareholders through all fluctuations of our business. We believe our executive compensation program helps us attract, retain and motivate such personnel through a range of business cycles. We emphasize performance incentives designed to align with our performance-based compensation philosophy. We strive to pay base salaries for our executives near the median level compared to our Benchmarking Peer Group and to allow our executives to earn greater levels of short-term and long-term compensation in the event such is warranted by our performance. Both the structure and results of our 2025 executive compensation program are based on the Company’s management of global and industry-specific challenges, as well as shareholder return relative to our industry peers.
Executive Compensation Process
| Compensation Process Participants | | | Compensation Committee (comprised of three independent directors) | • Oversees and approves executive compensation program principles and philosophies • Determines STI and LTI program designs and metrics for our executive officers • In consultation with the Board, determines all levels of compensation for each of our executive officers including base salary, STI targets, and LTI 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 sustainability-related KPIs and any application of positive or negative discretion, in consultation with the Board • In conjunction with the 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 to management functions or authority regarding executive compensation • 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’ 401(k) Savings Plan, 2005 Long Term Incentive Plan and Employee Stock Purchase Plan • Oversees our Human Capital Management initiatives, including as related to sustainability-related KPIs | | 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, 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 LTI award values for executive officers other than himself • 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 LTI awards • CEO provides the Compensation Committee a performance assessment of each executive officer other than himself |
Competitive Benchmarking
Competitive Benchmarking For 2025, the Compensation Committee retained WTW as its independent compensation consultant. The Compensation Committee determined that WTW is independent, based on information received from WTW including information responsive to the six specifically listed factors set forth in the U.S. Securities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) rules 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 peer groups into (i) a customized Benchmarking Peer Group for purposes of compensation comparators and (ii) a Performance Peer Group for purposes of measuring the Company’s relative TSR performance in connection with PSUs. 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 (base salary, STI, target total cash, LTI and target total compensation) for each NEO position to the target compensation 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. The Compensation Committee then reviews and 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. Although there is no other singular company whose service offerings are substantially identical to ours, 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 2024 the Compensation Committee, with guidance from WTW, conducted a Benchmarking Peer Group review to identify the most appropriate peer companies for the 2025 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 industry-specific classification, 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. Ultimately, the Compensation Committee selected the following peer companies to be utilized as the 2025 Benchmarking Peer Group:
Competitive Benchmarking
| 2025 Benchmarking Peer Group | | | Archrock, Inc. | Oil States International, Inc. | | Core Laboratories Inc. | Precision Drilling Corporation | | Expro Group Holdings N.V. | ProPetro Holding Corp. | | Forum Energy Technologies, Inc. | RPC, Inc. | | Helmerich & Payne, Inc. | TETRA Technologies, Inc. | | Newpark Resources, Inc. | Tidewater Inc. | | Noble Corporation plc | Transocean Ltd. | | Oceaneering International, Inc. | |
Competitive Benchmarking
The companies comprising the 2025 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.
Competitive Benchmarking
| Helix Energy Solutions Group, Inc. | 2026 Proxy Statement | 39 |
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 LTI compensation that vested after each year (i.e., the value at the time of vesting of RSUs and cliff-vesting PSUs that vested immediately after the year in question). |
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) and our generation of Free Cash Flow compared to pre-established goals, in each case vesting immediately after the applicable year. |
Compensation(1) of CEO Relative to Stock Price and EBITDA
| (3) With respect to realized amounts, value of time-vesting RSUs vesting immediately after the applicable year. |
Compensation(1) of CEO Relative to Stock Price and EBITDA
As the CEO Compensation Chart illustrates, the realized compensation of our CEO from 2021 through 2025 has largely tracked the performance of the Company. Our CEO’s realized compensation decreased in 2025 compared to 2024, driven primarily by the lower payouts of the PSUs and RSUs granted in January 2023 as compared to the prior year. Also in 2025, our CEO, as with each NEO, realized 35% of his target STI.
2025 Executive Compensation Components
| • | A short-term cash incentive opportunity based on 2025 financial results and sustainability-related KPIs |
2025 Executive Compensation Components
| • | An LTI award in the form of performance-contingent cliff-vesting PSUs |
2025 Executive Compensation Components
| • | An LTI award in the form of time-vesting RSUs |
2025 Executive Compensation Components
| Named Executive Officer | 2025 Base Salary | 2025 STI Target | 2025 Long-Term Incentive Award | Total Target Direct Compensation | | Mr. Kratz | $800,000 | $1,200,000 | $3,600,000 | $5,600,000 | | Mr. Sparks | $460,000 | $460,000 | $1,375,000 | $2,295,000 | | Mr. Staffeldt | $460,000 | $460,000 | $1,480,000 | $2,400,000 | | Mr. Neikirk | $420,000 | $420,000 | $950,000 | $1,790,000 |
Base Salary Determination
Base Salary Determination In establishing base salaries for our NEOs, the Compensation Committee considers several 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.
Short-Term Cash Incentive Program
Short-Term Cash Incentive Program Our STI program consists of a cash opportunity designed to incentivize employees, including our executive officers, to achieve certain stretch corporate goals. Payouts, if earned, are made in March of the year following the applicable performance year. 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 as base salary and LTI awards), and STI program design and metrics are generally established at the Compensation Committee’s first regular meeting of the applicable year. In February 2025, the Compensation Committee approved the 2025 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 established Adjusted EBITDA as the only financial metric for determining 2025 STI performance. Further, the Compensation Committee, with input from management and its independent
Short-Term Cash Incentive Program
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Short-Term Cash Incentive Program
compensation consultant, determined to continue the inclusion of a balanced scorecard of sustainability-related KPIs in the 2025 STI program. Under the 2025 STI program, Adjusted EBITDA accounted for ninety percent (90%) of an individual’s STI target, and the sustainability scorecard accounted for ten percent (10%). For 2025 our executive STI program also contained an adjustment factor specific to the performance of the Helix Alliance business, wherein executive STI levels were able to be adjusted downward if certain financial goals were not met. While we typically align our annual STI program for executive officers with that of our onshore workforce, this potential for negative discretion was unique to our executive officers. As with prior years’ programs, the 2025 executive STI program reflects a material “stretch” element—to earn a target payout, Adjusted EBITDA had to significantly exceed the Company’s Board-approved 2025 annual budget. Set forth below are the 2025 Adjusted EBITDA thresholds at which various levels of STI payouts could be earned:
Short-Term Cash Incentive Program
| | 2025 Adjusted EBITDA | | Threshold | $276 million | | Target | $353 million | | Maximum | $401 million |
Short-Term Cash Incentive Program
In addition to Adjusted EBITDA, 10% of an individual’s STI target could be earned based on the achievement of KPIs related to four total sustainability-related metrics, 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 sustainability-related component was not subject to an upwards adjustment factor. 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, executive STI amounts were also able to be adjusted downward at the discretion of the Compensation Committee if certain financial goals specific to the performance of the Helix Alliance business were not met. Lastly, notwithstanding the stated performance metrics, any individual executive officer’s STI payout for 2025 could be adjusted at the discretion of the Compensation Committee. Set forth below are the 2025 STI targets and actual payouts for each NEO. For 2025, Helix reported Adjusted EBITDA of $272 million, representing approximately 85% of the Company’s 2025 annual budget and below the Threshold goal. Further, the Compensation Committee established that the Company achieved each of the sustainability-related KPIs articulated in the 2025 STI program. As noted above, under the 2025 STI program the Compensation Committee retained the authority to exercise both positive and negative discretion. For 2025 the Committee determined to use positive discretion based on factors including:
Short-Term Cash Incentive Program
| • | Significant financial improvements in Helix’s Alliance business, reflected in its achievement of nearly tripling of EBITDA and 7% revenue growth year-over-year, driven by cost management and operational and oversight improvements contributing to a notable increase in overall profitability; |
Short-Term Cash Incentive Program
| • | Delivery of solid annual results in the face of a macro environment that was materially more challenging than anticipated at the time the annual budget was established; and |
Short-Term Cash Incentive Program
| • | Execution of Board-driven strategic initiatives. |
Short-Term Cash Incentive Program
The prior most recent instance of the Compensation Committee applying positive discretion was following the advent of COVID-19 in 2020, and negative discretion has been applied twice since then. Additionally, the Committee has approved modifications to the 2026 STI program to include strategic initiatives as a weighted metric to drive behaviors beyond financial performance and sustainability.
Short-Term Cash Incentive Program
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Short-Term Cash Incentive Program
Accordingly, each of our NEOs earned an STI at 35% of target, as follows:
Short-Term Cash Incentive Program
| 2025 STI Payouts: Target v. Actual | | | | Named Executive Officer | Target | Actual | | Mr. Kratz | $1,200,000 | $420,000 | | Mr. Sparks | $460,000 | $161,000 | | Mr. Staffeldt | $460,000 | $161,000 | | Mr. Neikirk | $420,000 | $147,000 |
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, that RSU and PSU awards provide proper incentives to avoid undue risk taking while increasing long-term shareholder value, and are an important retention tool. Issuances of 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. LTI program design and metrics, as well as the value of individual NEO LTI awards, are generally established at the December meeting of the Compensation Committee in the prior year (at the same as time base salary and STI targets). In determining the value of each NEO’s LTI award, the Compensation Committee reviews the data provided by its independent compensation consultant, and takes into consideration historical awards and the CEO’s recommendation.
2025 Long-Term Incentive Awards
2025 Long-Term Incentive Awards For 2025, executive LTI awards consisted of: (1) 50% in the form of a performance-contingent cliff-vesting PSU award and (2) 50% in the form of a time-vesting RSU award. PSUs and RSUs granted in 2025 are payable in either stock, cash or a combination thereof, at the discretion of the Compensation Committee and subject to the terms and conditions of our Plan. Set forth below are the LTI awards granted in January 2025 to each of our NEOs:
2025 Long-Term Incentive Awards
| 2025 Long-Term Incentive Awards | | | | | Named Executive Officer | PSU Awards in units (50%) | RSU Awards in units (50%) | Target Value of LTI Awards in dollars | | Mr. Kratz | 193,133 | 193,133 | $3,600,000 | | Mr. Sparks | 73,766 | 73,766 | $1,375,000 | | Mr. Staffeldt | 79,399 | 79,399 | $1,480,000 | | Mr. Neikirk | 50,966 | 50,966 | $950,000 |
2025 PSU Awards
2025 PSU Awards In January 2025, 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 a performance peer group and our Free Cash Flow compared to pre-established goals, subject to the terms and conditions of our Plan. The minimum payout that may be achieved at vesting is 0% of the number of units awarded, with a threshold payment (representing performance at the 25th percentile of our 2025 Performance Peer Group and failure to generate the minimum Free Cash Flow goal) of approximately 1.6%, and the maximum payout that may be achieved is 200%. For 2025 the Compensation Committee again established a Performance Peer Group, separate from our Benchmarking Peer Group, to measure Helix’s relative TSR performance under the 2025 PSU awards. The 2025 Performance Peer Group was established using a defined and consistent methodology, beginning with the 2025 Benchmarking Peer Group, eliminating
2025 PSU Awards
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2025 PSU Awards
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 2025 Benchmarking Peer Group. In creating the 2025 Performance Peer Group the Compensation Committee again followed an unbiased and repeatable approach to establish a large group of companies against which the Company competes for investment dollars. Accordingly, the 2025 Performance Peer Group was as follows:
2025 PSU Awards
| 2025 Performance Peer Group | | | Archrock, Inc.(1)(2)(3) | Oil States International, Inc.(1)(2)(3) | | Core Laboratories Inc.(1)(2)(3) | Patterson-UTI Energy, Inc.(2)(3) | | Expro Group Holdings N.V.(1)(2) | Precision Drilling Corporation(1)(2) | | Forum Energy Technologies, Inc.(1)(2)(3) | ProPetro Holding Corp.(1)(2)(3) | | Helmerich & Payne, Inc.(1)(2)(3) | RPC, Inc.(1)(2)(3) | | Nabors Industries Ltd.(2)(3) | Select Water Solutions, Inc.(1)(2)(3) | | Newpark Resources, Inc.(1)(2)(3) | TETRA Technologies, Inc.(1)(2)(3) | | Noble Corporation plc | Tidewater, Inc.(1)(2)(3) | | NOV Inc. | Transocean Ltd.(3) | | Oceaneering International, Inc.(1)(2)(3) | Weatherford International plc |
2025 PSU Awards
| (1) Member of the 2024 Performance Peer Group |
2025 PSU Awards
| (2) Member of the 2023 Performance Peer Group |
2025 PSU Awards
| (3) Member of the 2022 Performance Peer Group |
2025 PSU Awards
With respect to the TSR portion of the 2025 PSU awards, the TSR formula is computed using our stock price as follows:
2025 PSU Awards
| * Dividends, if any, paid over the performance period; Beginning Price being the average |
2025 PSU Awards
closing price of the last 20 trading days of 2024 and the Ending Price being the average closing price of the last 20 trading days of 2027. The TSR portion of the 2025 PSU awards is measured using the following performance thresholds, with payouts between the percentiles calculated by linear interpolation:
2025 PSU Awards
| Helix’s TSR Performance Ranking | Adjustment Factor | | 80th percentile or above | 200% | | 55th percentile (“Target”) | 100% | | Below 25th percentile | 0% |
2025 PSU Awards
The Free Cash Flow portion of the 2025 PSU awards measures the cumulative Free Cash Flow generated during the three-year performance period using the following performance thresholds, with payouts between amounts calculated by linear interpolation:
2025 PSU Awards
| Performance Period Cumulative FCF | Adjustment Factor | | $800 Million or Above | 200% | | $500 Million | 100% | | $300 Million or Below | 0% |
2025 PSU Awards
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2025 Restricted Stock Unit Awards
2025 Restricted Stock Unit Awards In January 2025, 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.
Payouts of Prior Long-Term Incentive Awards
Payouts of Prior Long-Term Incentive Awards Our NEOs had LTI awards that vested immediately after the end of 2025, including the cliff vesting of the 2023 PSU awards and annual vesting for each of the RSU awards granted in 2023-2025. With respect to the cliff vesting of the 2023 PSU awards, our TSR ranked 9th out of the 19 2023 PSU peer group companies, and the Company generated a cumulative $417 million of Free Cash Flow during the performance period. Therefore, in accordance with the terms of each such executive officer’s 2023 PSU Award Agreement, 151% of the awarded PSUs was earned.
Payouts of Prior Long-Term Incentive Awards
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Clawback Policies
Clawback Policies In connection 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, and the listing standards set forth in the NYSE Listed Company Manual (the “Listing Standards”), in September 2023 the Board adopted a Mandatory Recoupment Policy. 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. 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 Board also concurrently 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 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. 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.
Clawback Policies
| Helix’s Clawback Policies provide for the recovery of time-vested awards such as restricted stock and RSU awards. |
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. None of the employment agreements of Messrs. Sparks, Staffeldt or Neikirk 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 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. 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. For more information regarding severance and change in control benefits, see “Employment Agreements and Change in Control Provisions” beginning on page 59.
Severance and Change in Control Arrangements
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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, 2025, 2024 and 2023, 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 2025. 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.
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 | 2025 | $800,000 | $-0- | $3,838,519 | $420,000 | $8,750 | $5,067,269 | | | 2024 | $800,000 | $-0- | $3,952,815 | $914,400 | $8,625 | $5,675,840 | | | 2023 | $800,000 | $-0- | $4,057,310 | $2,157,600 | $8,250 | $7,023,160 | | Scotty Sparks Executive Vice President and Chief Operating Officer | 2025 | $460,000 | $-0- | $1,466,099 | $161,000 | $-0- | $2,087,099 | | | 2024 | $460,000 | $-0- | $1,509,749 | $350,520 | $-0- | $2,320,269 | | | 2023 | $460,000 | $-0- | $1,549,607 | $827,080 | $-0- | $2,836,687 | | Erik Staffeldt Executive Vice President and Chief Financial Officer | 2025 | $460,000 | $-0- | $1,578,055 | $161,000 | $8,750 | $2,207,805 | | | 2024 | $440,000 | $-0- | $1,427,417 | $335,280 | $8,625 | $2,211,322 | | | 2023 | $440,000 | $-0- | $1,465,144 | $791,120 | $8,250 | $2,704,514 | | Ken Neikirk Executive Vice President, General Counsel and Corporate Secretary | 2025 | $420,000 | $-0- | $1,012,949 | $147,000 | $8,750 | $1,588,699 | | | 2024 | $400,000 | $-0- | $1,043,101 | $304,800 | $8,625 | $1,756,526 | | | 2023 | $400,000 | $-0- | $1,070,679 | $719,200 | $8,250 | $2,198,129 |
Summary Compensation Table
| (1) For 2025, no salaries were increased compared to the prior year except for Mr. Staffeldt and Mr. Neikirk each in the amount of $20,000. For 2024, no salaries were increased compared to the prior year. For 2023, no salaries were increased compared to the prior year except for Mr. Kratz in the amount of $100,000. |
Summary Compensation Table
| (2) During the periods shown, the long-term incentive program was structured such that the awarded value of RSUs and PSUs was identical, based on the quoted closing market price of $9.32 per share of our common stock on December 31, 2024 for awards made in January 2025, $10.28 per share of our common stock on December 31, 2023 for awards made in January 2024 and $7.38 per share of our common stock on December 31, 2022 for awards made in January 2023. |
Summary Compensation Table
| For 2025, the total grant value of the long-term incentive award to Mr. Staffeldt increased by $180,000 and the total grant values of long-term incentive awards to Messrs. Kratz, Sparks and Neikirk were not changed. For 2024, the total grant values of long-term incentive awards to each of our NEOs were not changed as compared to the prior year. 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 2025, 2024 and 2023 are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
Summary Compensation Table
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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 2025, 2024 and 2023 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 2025, 2024 or 2023. |
Summary Compensation Table
| Not included in the table are the payments made to our named executive officers upon the vesting of PSU awards. In early 2026, each of the following named executive officers received the following amounts in cash from their 2023 PSU awards, which were three-year cliff vesting, based on the quoted closing market price of $6.27 per share of our common stock on December 31, 2025: Mr. Kratz, $2,309,191; Mr. Sparks, $881,982; Mr. Staffeldt, $833,879; and Mr. Neikirk, $609,369. In early 2025, each of the following named executive officers received the following amounts in stock from their 2022 PSU awards, which were three-year cliff vesting, based on the quoted closing market price of $9.32 per share of our common stock on December 31, 2024: Mr. Kratz, $9,140,776; Mr. Sparks, $3,509,931; Mr. Staffeldt, $3,211,225; and Mr. Neikirk, $2,389,741. Mr. Kratz also received in early 2025 $1,613,068 in cash for a portion of his 2022 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. |
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. |
Summary Compensation Table
| (4) The amounts in this column consist of matching contributions by Helix through our Employees’ 401(k) Savings Plan. |
Summary Compensation Table
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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, 2025 to each of our named executive officers:
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 | | | | Mr. Kratz President and Chief Executive Officer | | $1,200,000 | | | | | | | | 1/1/2025 | | 3,115 | 193,133 | 386,266 | | $2,038,519 | | | 1/1/2025 | | | | | 193,133 | $1,800,000 | | Mr. Sparks Executive Vice President and Chief Operating Officer | | $460,000 | | | | | | | | 1/1/2025 | | 1,190 | 73,766 | 147,532 | | $778,600 | | | 1/1/2025 | | | | | 73,766 | $687,499 | | Mr. Staffeldt Executive Vice President and Chief Financial Officer | | $460,000 | | | | | | | | 1/1/2025 | | 1,281 | 79,399 | 158,798 | | $838,056 | | | 1/1/2025 | | | | | 79,399 | $739,999 | | Mr. Neikirk Executive Vice President, General Counsel and Corporate Secretary | | $420,000 | | | | | | | | 1/1/2025 | | 822 | 50,966 | 101,932 | | $537,946 | | | 1/1/2025 | | | | | 50,966 | $475,003 |
Grant of Plan-Based Awards
| (1) This column shows the target amount of cash payable to our named executive officers under our 2025 STI program. For more information regarding our STI program, including the performance targets used for 2025, see “Compensation Discussion and Analysis – 2025 Executive Compensation Components – Short-Term Cash Incentive Program.” |
Grant of Plan-Based Awards
| (2) These columns show the estimated units payable with respect to the 2025 PSU awards made under our 2005 Long Term Incentive Plan. The 2025 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 2025 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 $300 million during the three-year performance period, no payout will be made. In the event Helix generates a cumulative Free Cash Flow of $500 million during the performance period, payout will equal 100% or “target.” In the event Helix generates a cumulative Free Cash Flow of $800 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 25th percentile and cumulative Free Cash Flow less than $300 million. For more information regarding the PSU awards, see “Compensation, Discussion and Analysis – 2025 Executive Compensation Components – 2025 PSU Awards.” |
Grant of Plan-Based Awards
| (3) This column shows the number of time-vesting RSUs granted in 2025 to the named executive officers under our 2005 Long Term Incentive Plan. RSUs granted in 2025 are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
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 2025 and no options are currently outstanding. Our 2025 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 $9.32 per share of our common stock on December 31, 2024. 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. |
Grant of Plan-Based Awards
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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, 2025, 2024 and 2023 to each of our named executive officers:
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) | | Mr. Kratz President and Chief Executive Officer | 1/1/2025 | 12/11/2024 | 193,133(1) | $2,038,519 | | | 1/1/2025 | 12/11/2024 | 193,133(2) | $1,800,000 | | | 1/1/2024 | 12/6/2023 | 175,097(1) | $2,152,818 | | | 1/1/2024 | 12/6/2023 | 175,097(2) | $1,799,997 | | | 1/3/2023 | 12/7/2022 | 243,902(1) | $2,257,313 | | | 1/3/2023 | 12/7/2022 | 243,902(2) | $1,799,997 | | Mr. Sparks Executive Vice President and Chief Operating Officer | 1/1/2025 | 12/11/2024 | 73,766(1) | $778,600 | | | 1/1/2025 | 12/11/2024 | 73,766(2) | $687,499 | | | 1/1/2024 | 12/6/2023 | 66,877(1) | $822,253 | | | 1/1/2024 | 12/6/2023 | 66,877(2) | $687,496 | | | 1/3/2023 | 12/7/2022 | 93,157(1) | $862,108 | | | 1/3/2023 | 12/7/2022 | 93,157(2) | $687,499 | | Mr. Staffeldt Executive Vice President and Chief Financial Officer | 1/1/2025 | 12/11/2024 | 79,399(1) | $838,056 | | | 1/1/2025 | 12/11/2024 | 79,399(2) | $739,999 | | | 1/1/2024 | 12/6/2023 | 63,230(1) | $777,413 | | | 1/1/2024 | 12/6/2023 | 63,230(2) | $650,004 | | | 1/3/2023 | 12/7/2022 | 88,076(1) | $815,143 | | | 1/3/2023 | 12/7/2022 | 88,076(2) | $650,001 | | Mr. Neikirk Executive Vice President, General Counsel and Corporate Secretary | 1/1/2025 | 12/11/2024 | 50,966(1) | $537,946 | | | 1/1/2025 | 12/11/2024 | 50,966(2) | $475,003 | | | 1/1/2024 | 12/6/2023 | 46,206(1) | $568,103 | | | 1/1/2024 | 12/6/2023 | 46,206(2) | $474,998 | | | 1/3/2023 | 12/7/2022 | 64,363(1) | $595,680 | | | 1/3/2023 | 12/7/2022 | 64,363(2) | $474,999 |
Grant of Plan-Based Awards
| (1) This is the number of PSUs awarded to each named executive officer in 2025, 2024 and 2023. 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 2025, 2024 and 2023 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. |
Grant of Plan-Based Awards
| (2) This is a time-vesting RSU award. The 2025, 2024 and 2023 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. |
Grant of Plan-Based Awards
| (3) During the periods shown, the 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 $9.32 per share of our common stock on December 31, 2024 for awards made in January 2025, $10.28 per share of our common stock on December 31, 2023 for awards made in January 2024 and$7.38 per share of our common stock on December 31, 2022 for awards made in January 2023. 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 RSUs are the same, the values for PSU awards are different. |
Grant of Plan-Based Awards
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Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table includes certain information with respect to the value as of December 31, 2025 of all unvested restricted stock, RSU and PSU awards outstanding for each of our named executive officers.
Outstanding Equity Awards as of December 31, 2025
| 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) | | Mr. Kratz President and Chief Executive Officer | 81,301(6) | $509,757 | 243,902(7) | $1,529,266 | | | 116,732(8) | $731,910 | 175,097(9) | $1,097,858 | | | 193,133(10) | $1,210,944 | 193,133(11) | $1,210,944 | | Mr. Sparks Executive Vice President and Chief Operating Officer | 31,053(6) | $194,702 | 93,157(7) | $584,094 | | | 44,585(8) | $279,548 | 66,877(9) | $419,319 | | | 73,766(10) | $462,513 | 73,766(11) | $462,513 | | Mr. Staffeldt Executive Vice President and Chief Financial Officer | 29,359(6) | $184,081 | 88,076(7) | $552,237 | | | 42,154(8) | $264,306 | 63,230(9) | $396,452 | | | 79,399(10) | $497,832 | 79,399(11) | $497,832 | | Mr. Neikirk Executive Vice President, General Counsel and Corporate Secretary | 21,455(6) | $134,523 | 64,363(7) | $403,556 | | | 30,804(8) | $193,141 | 46,206(9) | $289,712 | | | 50,966(10) | $319,557 | 50,966(11) | $319,557 |
Outstanding Equity Awards as of December 31, 2025
| (1) No options were granted by Helix in 2025 and no options are currently outstanding. |
Outstanding Equity Awards as of December 31, 2025
| (2) The numbers in this column represent unvested RSUs as of December 31, 2025. RSUs granted in 2025, 2024 and 2023 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, 2025. |
Outstanding Equity Awards as of December 31, 2025
| (3) The fair market value is calculated as the product of the closing price on the last business day of 2025, which was $6.27 per share, and the number of unvested shares or units. |
Outstanding Equity Awards as of December 31, 2025
| (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. |
Outstanding Equity Awards as of December 31, 2025
| (5) The numbers in this column represent unvested PSUs as of December 31, 2025. PSUs granted in 2025, 2024 and 2023 are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
Outstanding Equity Awards as of December 31, 2025
| (6) 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. |
Outstanding Equity Awards as of December 31, 2025
| (7) PSUs granted on January 3, 2023, for the three-year performance period ended December 31, 2025. |
Outstanding Equity Awards as of December 31, 2025
| (8) RSUs granted on January 1, 2024, 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. |
Outstanding Equity Awards as of December 31, 2025
| (9) PSUs granted on January 1, 2024, for which the performance period ends on December 31, 2026 and are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
Outstanding Equity Awards as of December 31, 2025
| (10) RSUs granted on January 1, 2025, 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. |
Outstanding Equity Awards as of December 31, 2025
| (11) PSUs granted on January 1, 2025, for which the performance period ends on December 31, 2027 and are payable in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee. |
Outstanding Equity Awards as of December 31, 2025
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Option Exercises and Stock Vested for Fiscal Year 2025
Option Exercises and Stock Vested for Fiscal Year 2025 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, 2025.
Option Exercises and Stock Vested for Fiscal Year 2025
| 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 | | Mr. Kratz President and Chief Executive Officer | -0- | $-0- | 331,974 | $3,161,728 | | Mr. Sparks Executive Vice President and Chief Operating Officer | -0- | $-0- | 116,111 | $1,105,887 | | Mr. Staffeldt Executive Vice President and Chief Financial Officer | -0- | $-0- | 107,861 | $1,027,319 | | Mr. Neikirk Executive Vice President, General Counsel and Corporate Secretary | -0- | $-0- | 79,591 | $758,059 |
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, 2025 for reasons other than a Change in Control or (b) a Change in Control had occurred within three months of the end of 2025:
Potential Payments upon Certain Events Including Termination after a Change in Control
| | Kratz | Sparks | Staffeldt | Neikirk | | Normal and Early Retirement(1) | | | | | | 2025 annual cash incentive compensation(2) | $420,000 | $161,000 | $161,000 | $147,000 | | Total | $420,000 | $161,000 | $161,000 | $147,000 | | Death(1) | | | | | | 2025 annual cash incentive compensation(2) | $420,000 | $161,000 | $161,000 | $147,000 | | Total | $420,000 | $161,000 | $161,000 | $147,000 | | Disability(1)(3) | | | | | | 2025 annual cash incentive compensation(2) | $420,000 | $161,000 | $161,000 | $147,000 | | Total | $420,000 | $161,000 | $161,000 | $147,000 | | Termination for Cause or Resignation without Good Reason | | | | | | Amount Received | $-0- | $-0- | $-0- | $-0- | | Total | $-0- | $-0- | $-0- | $-0- | | Involuntary Termination without Cause | | | | | | 2025 annual cash incentive compensation | $1,200,000 | $460,000 | $460,000 | $420,000 | | Multiple of base salary | 1,600,000 | 460,000 | 460,000 | 420,000 | | Accelerated vesting of RSUs(4) | 1,279,356 | 488,640 | 482,176 | 337,608 | | Accelerated PSU Awards(5) | 2,309,191 | 881,982 | 833,879 | 609,369 | | Total | $6,388,547 | $2,290,622 | $2,236,055 | $1,786,977 | | Termination by Executive for Good Reason | | | | | | 2025 annual cash incentive compensation | $1,200,000 | $460,000 | $460,000 | $420,000 | | Multiple of base salary | 1,600,000 | 460,000 | 460,000 | 420,000 | | Accelerated vesting of RSUs(4) | 1,279,356 | 488,640 | 482,176 | 337,608 | | Accelerated PSU Awards(5) | 2,309,191 | 881,982 | 833,879 | 609,369 | | Total | $6,388,547 | $2,290,622 | $2,236,055 | $1,786,977 |
Potential Payments upon Certain Events Including Termination after a Change in Control
| | Kratz | Sparks | Staffeldt | Neikirk | | Change in Control | | | | | | Cash severance payment | $-0- | $-0- | $-0- | $-0- | | Accelerated vesting of RSUs(6) | $2,452,611 | $936,763 | $946,218 | $647,221 | | Accelerated PSU Awards(7) | 3,600,830 | 1,375,312 | 1,330,582 | 950,219 | | COBRA Coverage | -0- | -0- | -0- | -0- | | Excise tax gross-up | -0- | -0- | -0- | -0- | | Total | $6,053,441 | $2,312,075 | $2,276,800 | $1,597,440 | | Change in Control with Involuntary Termination without Cause or by Executive for Good Reason | | | | | | Cash severance payment | $5,980,000 | $1,840,000 | $1,840,000 | $1,680,000 | | Accelerated vesting of RSUs(6) | 2,452,611 | 936,763 | 946,218 | 647,221 | | Accelerated PSU Awards(7) | 3,600,830 | 1,375,312 | 1,330,582 | 950,219 | | COBRA Coverage | 18,438 | 27,550 | 27,550 | 27,550 | | Excise tax gross-up | -0- | -0- | -0- | -0- | | Total | $12,051,879 | $4,179,625 | $4,144,350 | $3,304,990 |
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 the Company’s performance (namely generation of Free Cash Flow and stock price performance the last 20 trading days prior to vesting), and therefore cannot be quantified in advance. |
Potential Payments upon Certain Events Including Termination after a Change in Control
(Footnotes continue on following page.)
Potential Payments upon Certain Events Including Termination after a Change in Control
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Potential Payments upon Certain Events Including Termination after a Change in Control
| (2) STI for 2025 would be payable under the terms of the STI program and/or as applicable under our named executive officers’ employment agreements. |
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, 2025, the named executive officer would have already received his base salary for such period. |
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, 2025, which was $6.27 per share. |
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 awards that would vest within one year from the date of termination. As of December 31, 2025, Helix’s stock performance was at the 56th percentile for the TSR portion of the 2023 award (which equates to 102%) and 200% of the Free Cash Flow portion; accordingly, the PSUs issued for 2023 would have been issued at 151%. These amounts are based on the closing price of our common stock on December 31, 2025, which was $6.27 per share. |
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, 2025, which was $6.27 per share. |
Potential Payments upon Certain Events Including Termination after a Change in Control
| (7) The 2025, 2024 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, 2025, which was $6.27 per share. As of December 31, 2025, Helix’s stock performance was at the 56th percentile for the TSR portion of the 2023 award (which equates to 102%) and 200% of the Free Cash Flow portion; accordingly, the PSUs issued for 2023 would have been issued at approximately 151%. As of December 31, 2025, Helix’s stock performance was at the 11th percentile for the TSR portion of the 2024 award (which equates to 0%) and 125% of the Free Cash Flow portion; accordingly, the PSUs issued for 2024 would have been issued at 62.5%. As of December 31, 2025, Helix’s stock performance was at the 0th percentile for the TSR portion of the 2025 award (which equates to 0%) and 100% of the Free Cash Flow portion; accordingly, the PSUs issued for 2025 would have been issued at approximately 50%. The actual number of PSUs received in the event of a Change in Control will depend on Helix’s final performance through the date of the triggering event and the projections above are our estimates based on currently available information. |
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio Helix is a global company that as of December 31, 2025 employed 2,212 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.
Methodology and Pay Ratio
Methodology and Pay Ratio Accordingly, we are using the same median employee for 2025 as we did for 2024 and 2023. 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 $88,825 for 2025. Our Chief Executive Officer’s compensation as reported in the Summary Compensation Table was $5,067,269 for 2025. Therefore, our chief executive officer to median employee pay ratio is estimated at 57:1. Our median employee’s total compensation does not include the premiums we paid for health insurance, dental insurance, health savings account,
Methodology and Pay Ratio
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Methodology and Pay Ratio
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 54:1. This information is being provided for compliance purposes only. Neither the Compensation Committee nor Helix management used the pay ratio measure in making any compensation decisions.
Pay Versus Performance
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, 2025, 2024, 2023, 2022 and 2021.
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 | | | | 2025 | $5,067,269 | $(2,023,339) | $1,961,201 | $(441,234) | $149.3 | $181.7 | $30,827 | $271,957 | | 2024 | $5,675,840 | $4,579,029 | $2,096,039 | $1,797,160 | $221.9 | $175.6 | $55,637 | $303,147 | | 2023 | $7,023,160 | $15,027,002 | $2,579,777 | $5,560,385 | $244.8 | $198.7 | $(10,838) | $273,403 | | 2022 | $6,356,663 | $16,491,636 | $2,214,710 | $5,694,654 | $175.7 | $195.0 | $(87,784) | $121,022 | | 2021 | $2,876,989 | $829,802 | $1,871,043 | $1,248,042 | $74.3 | $120.7 | $(61,684) | $96,276 |
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: |
Pay Versus Performance
PEO SCT Total to CAP Reconciliation:
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 | | 2025 | $800,000 | $420,000 | $8,750 | $5,067,269 | $3,838,519 | $(3,252,089) | $(2,023,339) | | 2024 | $800,000 | $914,400 | $8,625 | $5,675,840 | $3,952,815 | $2,856,004 | $4,579,029 | | 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 |
Pay Versus Performance
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Pay Versus Performance
Average Non-PEO NEOs SCT Total to CAP Reconciliation:
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 | | 2025 | $446,667 | $156,333 | $5,833 | $1,961,201 | $1,352,368 | $(1,050,067) | $(441,234) | | 2024 | $433,333 | $330,200 | $5,750 | $2,096,039 | $1,326,756 | $1,027,877 | $1,797,160 | | 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 |
Pay Versus Performance
| (i) Reflects “all other compensation” reported in the SCT for each year shown. |
Pay Versus Performance
| (ii) Represents the grant date fair value of equity-based awards granted each year. |
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, 2025, 2024, 2023, 2022 and 2021 is further detailed in the supplemental tables below. |
Pay Versus Performance
PEO Equity Component of CAP for Fiscal Year ended December 31, 2025:
Pay Versus Performance
| Equity Type | Fair Value of Current Year Equity Awards at 12/31/2025 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31/2025 (b) | Change in Value of Prior Years’ Awards That Vested in FY2025 (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | | PSUs | $872,961 | $(4,310,071) | $19,154 | $(3,417,956) | | RSUs | $1,210,944 | $(794,112) | $(250,965) | $165,867 | | RSAs | — | — | — | — | | Total | $2,083,905 | $(5,104,183) | $(231,811) | $(3,252,089) |
Pay Versus Performance
| Equity Type | Fair Value of Current Year Equity Awards at 12/31/2025 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31/2025 (b) | Change in Value of Prior Years’ Awards That Vested in FY2025 (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | | PSUs | $307,557 | $(1,446,668) | $5,409 | $(1,133,702) | | RSUs | $426,634 | $(266,545) | $(76,454) | $83,635 | | RSAs | — | — | — | — | | Total | $734,191 | $(1,713,213) | $(71,045) | $(1,050,067) |
Pay Versus Performance
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Pay Versus Performance
| Equity Type | Fair Value of Current Year Equity Awards at 12/31/2024 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31/2024 (b) | Change in Value of Prior Years’ Awards That Vested in FY2024 (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | | PSUs | $1,968,966 | $(289,893) | — | $1,679,072 | | RSUs | $1,631,904 | $(340,714) | (114,259) | $1,176,932 | | RSAs | — | $— | — | $— | | Total | $3,600,870 | $(630,607) | (114,259) | $2,856,004 |
Pay Versus Performance
Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2024:
Pay Versus Performance
| Equity Type | Fair Value of Current Year Equity Awards at 12/31/2024 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31/2024 (b) | Change in Value of Prior Years’ Awards That Vested in FY2024 (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | | PSUs | $660,880 | $(42,781) | — | $618,099 | | RSUs | $547,746 | $(104,531) | (33,436) | $409,778 | | RSAs | — | $— | — | $— | | Total | $1,208,626 | $(147,313) | (33,436) | $1,027,877 |
Pay Versus Performance
PEO Equity Component of CAP for Fiscal Year ended December 31, 2023:
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 |
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 |
Pay Versus Performance
| 66 | 2026 Proxy Statement | Helix Energy Solutions Group, Inc. |
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 |
Pay Versus Performance
Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2022:
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 |
Pay Versus Performance
PEO Equity Component of CAP for Fiscal Year ended December 31, 2021:
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) |
Pay Versus Performance
Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2021:
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 |
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: Mr. Sparks, Executive Vice President and Chief Operating Officer; Mr. Staffeldt, Executive Vice President and Chief Financial Officer; and Mr. Neikirk, Executive Vice President, General Counsel and Corporate Secretary. |
Pay Versus Performance
| Helix Energy Solutions Group, Inc. | 2026 Proxy Statement | 67 |
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. |
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 2025 Annual Report. The comparison assumes $100 was invested at the beginning of each listed year through the end of the listed year in the Company and the OSX, respectively. These results are not necessarily indicative of future performance. |
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 2025 Annual Report. |

DEF 14A of Hornbeck Offshore Services, Inc.

Board of Directors

Board of Directors

Board of Directors

Election of Directors

Vote Required

Vote Required

Vote Required

Information about Continuing Directors

Information about Continuing Directors

Information about Continuing Directors

Information about Continuing Directors

Information about Continuing Directors

Information about Continuing Directors

Information about Continuing Directors

Information about Continuing Directors

Identifying and Evaluating Nominees for Directors

Identifying and Evaluating Nominees for Directors

Identifying and Evaluating Nominees for Directors

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

2025 Director Compensation Table

Director Compensation

Director Compensation

Summary of Director Compensation and Procedures

Summary of Director Compensation and Procedures

Summary of Director Compensation and Procedures

Summary of Director Compensation and Procedures

Summary of Director Compensation and Procedures

Summary of Director Compensation and Procedures

Summary of Director Compensation and Procedures

Summary of Director Compensation and Procedures

2025 Compensation Program Summary

2025 Compensation Program Summary

Compensation Philosophy, Objectives and Features

Compensation Philosophy, Objectives and Features

Executive Compensation Process

Competitive Benchmarking

Competitive Benchmarking

Competitive Benchmarking

Competitive Benchmarking

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

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

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

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

2025 Executive Compensation Components

2025 Executive Compensation Components

2025 Executive Compensation Components

2025 Executive Compensation Components

Base Salary Determination

Short-Term Cash Incentive Program

Short-Term Cash Incentive Program

Short-Term Cash Incentive Program

Short-Term Cash Incentive Program

Short-Term Cash Incentive Program

Short-Term Cash Incentive Program

Short-Term Cash Incentive Program

Short-Term Cash Incentive Program

Short-Term Cash Incentive Program

Short-Term Cash Incentive Program

Short-Term Cash Incentive Program

Short-Term Cash Incentive Program

Long-Term Incentive Program

2025 Long-Term Incentive Awards

2025 Long-Term Incentive Awards

2025 PSU Awards

2025 PSU Awards

2025 PSU Awards

2025 PSU Awards

2025 PSU Awards

2025 PSU Awards

2025 PSU Awards