Hornbeck Offshore Services, Inc DEF 14A, filed Apr 3, 2024

Hornbeck Offshore Services, Inc. (HOS)

DEF 14A 2024-04-03 For: 2024-05-15

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Added on June 12, 2026

About this DEF 14A

Hornbeck Offshore Services, Inc filed this DEF 14A on April 3, 2024.

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Notice of 2024 Annual Meeting of Shareholders	ii
Proxy Summary	1
General Information	5
Proposal 1: Election of Directors	11
Corporate Governance	18
Composition of the Board	18
Role of the Board	18
Board of Directors Independence and Determinations	18
Selection of Director Candidates	19
Board of Directors Qualifications, Skills and Experience	19
Board of Directors Matrix	19
Board Leadership Structure	21
Communications with the Board	21
Code of Business Conduct and Ethics	21
Attendance at the Annual Meeting	21
Mandatory Retirement Policy	21
Directors’ Continuing Education	21
Risk Oversight	22
Corporate Sustainability	23
Meetings of the Board and Committees	25
Board Attendance	25
Executive Sessions of Directors	25
Audit Committee	26
Compensation Committee	27
Corporate Governance and Nominating Committee	28
Director Nomination Process	29
Compensation Committee Interlocks and Insider Participation	30
Director Compensation	31
2023 Director Compensation Table	31
Summary of Director Compensation and Procedures	33
Certain Relationships	34
Related Party Transactions	34
Audit Committee Pre-Approval Policies and Procedures	34
Report of the Audit Committee	35

Proposal 2: Ratification of Independent Registered Public Accounting Firm	36
Compensation Discussion and Analysis	37
Executive Summary and Recommendation	37
Company Highlights	38
How Our Compensation Program Works	41
Executive Compensation Process	44
Compensation Philosophy and Objectives	48
2023 Executive Compensation Components	51
Compensation Committee Report	57
Executive Officers	58
Executive Compensation	60
Summary Compensation Table	60
Grant of Plan-Based Awards	62
Outstanding Equity Awards as of December 31, 2023	64
Option Exercises and Stock Vested for Fiscal Year 2023	65
All Other Compensation	65
Employment Agreements and Change in Control Provisions	66
Chief Executive Officer Pay Ratio	70
Pay Versus Performance	71
Proposal 3: Advisory Vote on the Approval of the 2023 Compensation of Our Named Executive Officers	76
Proposal 4: Approval of Amendment and Restatement of Our 2005 Long Term Incentive Plan	78
Share Ownership Information	85
Five Percent Owners	85
Management Shareholdings	86
Delinquent Section 16(a) Reports	87
Equity Compensation Plan Information	88
Other Information	89
Costs of Solicitation	89
Proposals and Director Nominations for the 2025 Annual Meeting of Shareholders	89
Other	90
Annex A	91

1			To elect three Class II directors to serve a three-year term expiring at the Annual Meeting of Shareholders in 2027 or, if at a later date, until their successors are duly elected and qualified.
2			To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
3			Advisory vote on the approval of the 2023 compensation of our named executive officers.
4			To approve the amendment and restatement of our 2005 Long Term Incentive Plan.
5			To consider any other business that may properly be considered at the Annual Meeting or any adjournment thereof.

			Date Wednesday, May 15, 2024
			Time 8:30 a.m., Central Daylight Time (Houston Time)
			Place Helix Energy Solutions Group, Inc.’s corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston, TX 77043
			Record Date You may vote at the Annual Meeting if you were a holder of record of our common stock at the close of business on March 19, 2024.
			Voting By Proxy Please vote your proxy as soon as possible, even if you plan to attend the Annual Meeting. Shareholders of record can vote by one of the following methods: 1. CALL 800.690.6903 to vote by telephone; OR 2. GO TO THE WEBSITE www.ProxyVote.com to vote over the Internet; OR 3. IF PRINTED PROXY MATERIALS WERE MAILED TO YOU, MARK, SIGN, DATE AND RETURN your proxy card in the enclosed postage-paid envelope. If you are voting by telephone or the Internet, please do not mail your proxy card.

Voting Item		Recommendation	Page Reference
1	Election of Three Class II Directors	“FOR” each nominee	11
2	Ratification of Public Accounting Firm	“FOR”	36
3	Advisory Vote on the Approval of the 2023 Compensation of Our Named Executive Officers	“FOR”	76
4	Approval of Amendment and Restatement of our 2005 Long Term Incentive Plan	“FOR”	78

By Order of the Board of Directors,

Kenneth E. Neikirk Executive Vice President, General Counsel and Corporate Secretary
Houston, Texas April 3, 2024


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

Proposal Type	Deadline	Compliance	Submission
To be included in the proxy statement for the 2025 Annual Meeting⁽¹⁾	December 4, 2024⁽²⁾	Must comply with Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of shareholder proposals in company-sponsored proxy materials	All submissions to, or requests of, the Corporate Secretary should be addressed to our corporate office at:
Not to be included in the proxy statement	February 13, 2025⁽³⁾	Must comply with our By-laws and Regulation 14A of the Exchange Act⁽⁴⁾⁽⁵⁾	3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043

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

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

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

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

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

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

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

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

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

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

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

	2023	2022
	(In Thousands)
Audit Fees⁽¹⁾	$2,835	$3,045
Audit-Related Fees	0	0
Tax Fees⁽²⁾	55	45
All Other Fees	0	0
Total	$2,890	$3,090


Owen Kratz President and Chief Executive Officer	Scotty Sparks Executive Vice President and Chief Operating Officer	Erik Staffeldt Executive Vice President and Chief Financial Officer	Ken Neikirk Executive Vice President, General Counsel and Corporate Secretary

Key Features of Our 2023 Executive Compensation Program
What We Do			What We Don’t Do
Substantial focus on performance-based pay Balance of short- and long-term incentives Annual bonus structure tied to stretch Helix financial performance along with ESG-related KPIs, and full payout requires beating, not just meeting, budget Align executive compensation with shareholder returns through long-term incentives Retain an independent external compensation consultant Consider peer group benchmarks when establishing compensation Maintain Clawback Policies applicable to all NEOs which can result in clawback of executive compensation, including the recoupment of performance- and time-based, cash and equity awards Impose robust stock ownership guidelines for our Section 16 officers and our directors Allow pledging of stock only if certain stringent quantitative requirements are met (including limiting the amount of stock being pledged) and the transaction is approved by the Board considering a variety of factors Maintain a strong risk management program, which includes monitoring the effect of our compensation programs on risk taking			NO hedging of our stock NO tax gross-ups in post-2008 agreements NO single trigger change of control cash payments NO guaranteed salary increases NO guaranteed bonuses NO perquisites

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

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

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

Base Salaries for 2023
Named Executive Officer	2023 Base Salary	Percent Increase Year Over Year
Owen Kratz President and Chief Executive Officer	$800,000	14%
Scotty Sparks	$460,000	0%
Erik Staffeldt	$440,000
Ken Neikirk	$400,000

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

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

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

Name	Age	Principal Position
Owen Kratz	69	President and Chief Executive Officer
Scotty Sparks	50	Executive Vice President and Chief Operating Officer
Erik Staffeldt	52	Executive Vice President and Chief Financial Officer
Ken Neikirk	49	Executive Vice President, General Counsel and Corporate Secretary

President and Chief Executive Officer			Owen Kratz
			Owen Kratz is President and Chief Executive Officer of Helix. He was named Executive Chairman in October 2006 and served in that capacity until February 2008 when he resumed the position of President and Chief Executive Officer. He served as Helix’s Chief Executive Officer from April 1997 until October 2006. Mr. Kratz served as President from 1993 until February 1999 and has served as a director of Helix 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.

Executive Vice President and Chief Operating Officer			Scotty Sparks
			Scotty Sparks is Executive Vice President and Chief Operating Officer of Helix, having joined Helix in 2001. He served as Executive Vice President – Operations of Helix from May 2015 until February 2016. From October 2012 until May 2015, he was Vice President – Commercial and Strategic Development of Helix. He has also served in various positions within Helix Robotics Solutions, Inc. (formerly known as Canyon Offshore, Inc.), including as Senior Vice President from 2007 to September 2012. Mr. Sparks has over 34 years of experience in the subsea industry, including Operations Manager and Vessel Superintendent at Global Marine Systems and BT Marine Systems.

Executive Vice President and Chief Financial Officer			Erik Staffeldt
			Erik Staffeldt is Executive Vice President and Chief Financial Officer of Helix. Prior thereto he was Senior Vice President and Chief Financial Officer beginning in June 2017 until February 2019. Mr. Staffeldt oversees Helix’s finance, treasury, accounting, tax, information technology and corporate planning functions. Since joining Helix in July 2009 as Assistant Corporate Controller, Mr. Staffeldt has served as Director – Corporate Accounting from August 2011 until March 2013, Director of Finance from March 2013 until February 2014, Finance and Treasury Director from February 2014 until July 2015, and Vice President – Finance and Accounting from July 2015 until June 2017. Mr. Staffeldt was also designated as Helix’s “principal accounting officer” for purposes of the Securities Act of 1933, the Exchange Act and the rules and regulations promulgated thereunder in July 2015 until December 2021. Mr. Staffeldt served in various financial and accounting capacities prior to joining Helix and has over 28 years of experience in the energy industry. Mr. Staffeldt is a graduate of the University of Notre Dame with a BBA in Accounting and Loyola University in New Orleans with an MBA, and is a Certified Public Accountant.

Executive Vice President, General Counsel and Corporate Secretary			Ken Neikirk
			Ken Neikirk is Executive Vice President, General Counsel and Corporate Secretary of Helix. Mr. Neikirk has over 23 years of experience practicing law in the corporate and energy sectors, and has been a member of Helix’s legal department since 2007, most recently serving as Helix’s Senior Vice President, General Counsel and Corporate Secretary from May 2019 to December 2022, and prior to that as Corporate Counsel, Compliance Officer and Assistant Secretary from February 2016 until April 2019. Mr. Neikirk oversees Helix’s legal, human resources, and contracts and insurance functions. Prior to joining Helix Mr. Neikirk was in private practice in New York and Houston. Mr. Neikirk holds a Bachelor of Arts degree from Duke University and a Juris Doctor from the University of Houston Law Center.

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