DEF: Helix Energy Solutions: 2026 Proxy Details Board, Comp

Helix Energy Solutions Group, Inc. announces its 2026 Annual Meeting of Shareholders to address director elections, auditor ratification, and executive compensation for 2025.

Summary

• The 2026 Annual Meeting of Shareholders will be held on Wednesday, May 13, 2026, to elect three Class III directors, ratify KPMG LLP as the independent registered public accounting firm for 2026, and conduct an advisory vote on the 2025 compensation of named executive officers.
• For 2025, Adjusted EBITDA decreased approximately 10% from 2024 to $272 million, revenue was slightly down at $1.29 billion, and net income was $31 million, marking the second consecutive year of positive results.
• The company generated $120 million of Free Cash Flow in 2025, continuing a three-year streak of exceeding $100 million annually.
• As of December 31, 2025, the consolidated backlog totaled $1.3 billion, providing strong utilization for vessels and equipment over multiple years.
• Helix ended 2025 with approximately $137 million of negative Net Debt, indicating that cash exceeded debt.
• The stock price closed at $6.27 per share on December 31, 2025, a decrease from $9.32 on December 31, 2024.
• Owen Kratz, President and Chief Executive Officer, informed the Board in December 2025 of his intention to retire, serving until a successor is appointed.
• Executive compensation for 2025 included base salaries, short-term cash incentives (STI) based on Adjusted EBITDA (90%) and sustainability-related KPIs (10%), and long-term incentive (LTI) awards split equally between performance-contingent PSUs and time-vesting RSUs.
• Despite Adjusted EBITDA falling below the threshold goal, the Compensation Committee applied positive discretion, resulting in 2025 STI payouts of 35% of target for named executive officers.
• For the 2023 PSU awards, 151% of the awarded units were earned, based on Total Shareholder Return (TSR) ranking 9th out of 19 peers and cumulative Free Cash Flow generation of $417 million.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with a cautious sentiment due to declining key financial metrics like Adjusted EBITDA and revenue, coupled with a significant drop in stock price and below-target executive compensation payouts. While the strong backlog and positive net debt position offer some stability, the overall performance for 2025 indicates challenges in a volatile market.

Positives

• A consolidated backlog of $1.3 billion as of December 31, 2025, provides strong utilization for vessels and equipment over multiple years.
• Ended 2025 with approximately $137 million of negative Net Debt, indicating a healthy cash position exceeding debt.
• Achieved net income of $31 million in 2025, marking the second consecutive year of positive net income.
• Generated $120 million of Free Cash Flow in 2025, the third straight year of generating over $100 million.
• Received a 93% favorable Say on Pay vote in 2025 for 2024 executive compensation, reflecting strong investor support.
• Helix's Alliance business showed significant financial improvements, nearly tripling EBITDA and achieving 7% revenue growth year-over-year, driven by cost management and operational enhancements.
• The Board and management are committed to sustainability priorities, including People, Governance, Health and Safety, Value Creation, Environmental Impact, and Ethics.
• The company's global workforce of 2,212 employees represents 40 different nationalities, highlighting a diverse and inclusive culture.

Negatives

• Adjusted EBITDA decreased approximately 10% from 2024 to $272 million in 2025, falling below the 2025 STI program's threshold goal of $276 million.
• Revenue was slightly down at $1.29 billion in 2025.
• The stock price closed at $6.27 per share on December 31, 2025, a significant decline from $9.32 on December 31, 2024, and $10.28 on December 31, 2023.
• Activity levels in the North Sea and Gulf of America declined in 2025 due to lower customer spending, volatile commodity prices, escalating tariffs, and geopolitical tensions.
• Executive Short-Term Incentive (STI) payouts for 2025 were only 35% of target, requiring positive discretion from the Compensation Committee due to underperformance against initial Adjusted EBITDA targets.
• The CEO's realized compensation decreased in 2025 compared to 2024, primarily driven by lower payouts of 2023 Performance Share Units (PSUs) and Restricted Stock Units (RSUs).
• Estimated payout for 2024 PSU awards was 62.5% (0% for TSR portion, 125% for Free Cash Flow portion), reflecting poor relative TSR performance (11th percentile).
• Estimated payout for 2025 PSU awards was 50% (0% for TSR portion, 100% for Free Cash Flow portion), reflecting poor relative TSR performance (0th percentile).

Risks

• Uncertain global energy market conditions, including volatile commodity prices, escalating tariffs, and geopolitical tensions, could negatively impact the global economy and energy demands.
• Decline in activity levels and lower customer spending in key operating regions like the North Sea and Gulf of America.
• Failure to meet Adjusted EBITDA goals, as demonstrated by 2025 performance falling below the established threshold.
• Potential adverse consequences on the stock price from significant sales of pledged stock, despite stringent company policies.
• Cybersecurity risk exposures and the risk of fraud.
• Retention risk for executive officers, particularly in a competitive talent market.
• Risks associated with proposed transactions, which could impact business strategy and financial health.
• General commercial, operational, legal, and regulatory risks inherent in the offshore energy services industry.

Future Outlook

The company anticipates an ongoing challenged market for assets not under long-term contracts in the near term. However, performance is expected to be supported by the existing backlog from new contracting, the materialization of deferred work, and increasing demand for decommissioning services internationally. The 2026 executive compensation program will continue to be primarily based on Adjusted EBITDA, with the addition of a strategic element and retained safety and sustainability-related Key Performance Indicators (KPIs). Long-term incentives for 2026 will continue to be awarded as Performance Share Units (PSUs) and Restricted Stock Units (RSUs), with PSUs equally weighted between Free Cash Flow and relative Total Shareholder Return (TSR).

Management Comments

• "The Compensation Committee and management believe that the Company's 2025 executive compensation: Appropriately reflects Helix's financial performance for the year as well as for longer-term value creation; Aligns our NEOs interests with those of our shareholders; Includes an appropriate overall mix of shortand long-term incentives designed to drive shareholder value; Advances Helix's mission and business strategy; and Helps attract, motivate and retain the key talent needed to deliver long-term success."
• "We remain committed to working hard for our shareholders, and strive to: Focus on our strategy of maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields, and supporting renewable energy; Prioritize safe operational execution and minimize operational downtime; Grow and diversify our business, whether via entering new geographical regions, broadening our capabilities, or expanding our client base; Maintain our disciplined capital structure, including debt management, liquidity requirements and returning value to our shareholders; Deliver on our commitments to human capital resources, through candidate attraction, employee retention and talent management; and Champion and communicate our strong sustainability record, recognizing our important role as a steward of the people, communities and environments we serve."
• "While in the near term we anticipate an ongoing challenged market for our assets not under long-term contracts, our performance should be supported by our backlog from new contracting, by the materialization of work that had been deferred, and by increasing demand for our decommissioning services internationally."

Industry Context

StockSavvy.ai notes that Helix Energy Solutions operates in a volatile offshore energy services market, characterized by fluctuating commodity prices and geopolitical tensions. The company's strategic focus on well intervention, robotics, and decommissioning positions it to capitalize on both the extension of existing oil and gas asset lifecycles and the growing demand for renewable energy infrastructure support. The decline in North Sea and Gulf of America activity reflects broader industry-wide caution in customer spending, while the substantial backlog indicates resilience and successful long-term contract securing in a challenging environment. The emphasis on sustainability and energy transition aligns with increasing global pressure on the energy sector.

Comparison to Industry Standards

• Helix's 2023-2025 Total Shareholder Return (TSR) ranked 9th out of its 19-member PSU peer group, which includes companies such as Archrock, Oil States International, Core Laboratories, Patterson-UTI Energy, Precision Drilling, Expro Group Holdings, ProPetro Holding Corp., Forum Energy Technologies, RPC, Helmerich & Payne, Select Water Solutions, Nabors Industries, TETRA Technologies, Newpark Resources, Tidewater, Noble Corporation, NOV Inc., Oceaneering International, and Weatherford International. This indicates a middle-of-the-pack performance relative to its industry peers.
• The company's executive compensation structure, with a significant portion tied to performance-based pay (86% for the CEO and an average of 79% for other named executive officers), aligns with best practices in the industry to incentivize long-term shareholder value creation, similar to many of its benchmarking peers.
• The use of a bifurcated peer group (a Benchmarking Peer Group for compensation comparisons and a Performance Peer Group for TSR measurement) is a sophisticated approach to compensation design, allowing for tailored comparisons in a complex and specialized industry.

Management Changes

Corporate Governance

Legal Proceedings

• None mentioned in the filing.

Related Party Transactions

• No transactions or series of transactions required to be reported under Item 404 of Regulation S-K in which a related party had or will have a direct or indirect material interest, other than the compensation arrangements (including with respect to equity compensation) described for directors and executive officers.

Stakeholder Impact

• Shareholders: Will vote on key governance matters (director elections, auditor ratification, executive compensation). Impacted by financial performance (declining stock price, lower EBITDA) and strategic direction (backlog, energy transition focus). Executive compensation policies aim to align management interests with shareholder value creation.
• Employees: The company employed 2,212 people worldwide as of December 31, 2025. Human capital management policies, diversity and inclusion, and employee culture are overseen by the Compensation Committee.
• Customers: Activity levels in the North Sea and Gulf of America declined due to lower customer spending. Long-term contracts and backlog provide stability.
• Suppliers/Creditors: Impacted by the company's financial health, including its negative Net Debt position and Free Cash Flow generation.
• Regulatory Authorities: The company adheres to SEC rules (e.g., Section 16(a) reports, clawback rules) and NYSE listing standards.

Next Steps

• Shareholders will vote on the election of three Class III directors at the Annual Meeting on May 13, 2026.
• Shareholders will vote on the ratification of KPMG LLP as the independent registered public accounting firm for 2026.
• Shareholders will cast an advisory vote on the approval of the 2025 compensation of named executive officers.
• The Board will act upon the Corporate Governance and Nominating Committee's recommendation regarding any director resignation within 90 days if a nominee receives more 'withhold authority' votes than 'for' votes.
• The Compensation Committee will review the Say on Pay voting results and take them into consideration for future compensation decisions.
• The 2026 Short-Term Incentive (STI) program for executive officers will include strategic initiatives as a weighted metric and retain safety and sustainability-related Key Performance Indicators (KPIs).
• The Compensation Committee will continue to review and monitor the Benchmarking Peer Group annually.
• Owen Kratz will serve as President and CEO until the Board appoints a successor.

Key Dates

Recommendation

Helix Energy Solutions presents a mixed financial picture for 2025, with declining Adjusted EBITDA and revenue, and a notable drop in stock price. However, the company maintains a strong consolidated backlog of $1.3 billion and a healthy negative Net Debt position of $137 million, indicating robust liquidity and future revenue visibility. The announced retirement of the long-serving CEO, Owen Kratz, introduces an element of leadership transition uncertainty. While the executive compensation structure aims to align with shareholder interests, the need for positive discretion to achieve 35% of STI targets suggests underperformance against internal goals. Given the challenging market environment and the leadership transition, a 'hold' recommendation is appropriate. Investors should monitor the CEO succession process, the company's ability to convert its backlog into profitable revenue, and its performance against 2026 strategic initiatives and financial targets. The long-term strategy focusing on well intervention, robotics, and decommissioning, aligned with energy transition, offers potential upside, but current headwinds warrant caution.

Keywords

Offshore Energy Services, Well Intervention, Robotics, Decommissioning, SEC Filing, Proxy Statement, Corporate Governance, Executive Compensation, Financial Performance, Adjusted EBITDA, Free Cash Flow, Shareholder Return, Sustainability, Board of Directors, Risk Management, Oil and Gas Industry, Renewable Energy