DEF 14A: Helix Energy Solutions Group Announces 2025 Annual Meeting of Shareholders

Helix Energy Solutions Group will hold its 2025 Annual Meeting of Shareholders on May 14, 2025, to vote on director elections, ratification of the accounting firm, and executive compensation.

Summary

• Helix Energy Solutions Group is holding its 2025 Annual Meeting of Shareholders on May 14, 2025, in Houston, Texas.
• Shareholders will vote on three key proposals: the election of two Class I directors, the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and an advisory vote on the approval of the 2024 compensation of the named executive officers.
• The Board of Directors recommends voting 'FOR' all nominees and proposals.
• The record date for determining shareholders eligible to vote is March 18, 2025.
• The proxy statement and annual report are available online at www.helixesg.com/annualmeeting.

Sentiment

Score: 8

Explanation: The document presents a positive outlook for the company, highlighting strong financial performance, strategic initiatives, and a commitment to shareholder value. The high Say on Pay vote and alignment of executive compensation with company goals further contribute to the positive sentiment.

Positives

• The Board is committed to strong corporate governance, with a majority of independent directors.
• The company encourages shareholder participation in the Annual Meeting.
• Helix has a robust executive compensation program designed to align executive interests with shareholder value creation.
• The company has a clawback policy in place to recoup compensation in certain circumstances.
• The company has stock ownership guidelines for Section 16 officers and independent directors.
• The company prohibits hedging of its stock and imposes limitations on pledging of Helix stock.
• The company received a 95% favorable Say on Pay vote in 2024 regarding its 2023 executive officer compensation.
• The company's 2024 executive compensation program demonstrates a compensation philosophy of supporting the alignment of executive management and shareholder interests.
• The company's 2024 executive compensation program includes a balanced scorecard of Sustainability-related key performance indicators (KPIs) in the 2024 STI program.
• The company's 2024 executive long-term incentive program continued to be significantly weighted towards the company's stock price performance.
• The company's 2022-2024 Performance Period saw Helix rank third among its 19-member performance peer group, deliver 195% Total Shareholder Return, and generate a cumulative $315 million of Free Cash Flow.

Risks

• Demand for Helix's services is influenced by the condition of the oil and gas and renewable energy markets.
• The performance of Helix's business is affected by the prevailing market prices for oil and natural gas.
• Higher levels of economic and industry uncertainty may temper customer spending.

Future Outlook

The company expects to continue its strong performance, supported by new contracting in 2024 at improved rates that increased backlog, driven by increasing demand for decommissioning services internationally and continued growth in the offshore renewables trenching market.

Management Comments

• The Compensation Committee and management believe that the Company's 2024 executive compensation appropriately reflects Helix's financial performance for the year as well as for longer-term value creation.
• The Compensation Committee and management believe that the Company's 2024 executive compensation demonstrates alignment of our NEOs interests with those of our shareholders.
• The Compensation Committee and management believe that the Company's 2024 executive compensation includes an appropriate overall mix of shortand long-term incentives designed to enhance shareholder value.
• The Compensation Committee and management believe that the Company's 2024 executive compensation advances Helix's mission and business strategy.
• The Compensation Committee and management believe that the Company's 2024 executive compensation helps attract, motivate and retain the key talent needed to deliver Helix's long-term success.

Industry Context

Helix operates in the offshore energy services industry, providing specialty services to the oil and gas and renewable energy markets, with a focus on well intervention, robotics, and decommissioning operations, supporting the global energy transition.

Comparison to Industry Standards

• The company benchmarks executive compensation against a customized Benchmarking Peer Group, including companies like Archrock, ChampionX, Core Laboratories, Dril-Quip, and Oceaneering International.
• The company measures its performance against a Performance Peer Group for PSU awards, which includes companies like Archrock, ChampionX, Core Laboratories, Dril-Quip, and Oceaneering International.
• For the three-year period ended December 31, 2024, Helix's total shareholder return (TSR) ranked 3rd out of the 19 members of its 2022 PSU peer group.

Stakeholder Impact

• Shareholders are encouraged to participate in the Annual Meeting and vote on key proposals.
• Employees are incentivized through the STI program and equity-based awards.
• Customers benefit from the company's focus on maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields, and supporting renewable energy developments.
• The company's commitment to sustainability benefits the environment and communities it serves.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The Board will consider the results of the advisory vote on executive compensation when making future compensation decisions.
• The company will continue to engage with its investor base to cultivate relationships and ensure investors' concerns are heard.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Shareholders, Board of Directors, Executive Compensation, Director Election, KPMG, Corporate Governance, Sustainability, Risk Management, Related Party Transactions, Audit Committee, Compensation Committee, Stock Ownership, Clawback Policy, Hedging Policy, Pledging Policy, Say on Pay, TSR, Free Cash Flow, Benchmarking Peer Group, Performance Peer Group, Oil and Gas, Renewable Energy, Well Intervention, Robotics, Decommissioning