HELIX ENERGY SOLUTIONS GROUP INC

With the cyclicality of our industry and given our commitment to creating long-term value for our shareholders, a significant portion of our compensation program is performance-based and at-risk. Our program is designed to incentivize and reward our executives for achieving stretch financial performance goals and outperforming our industry peers. Although our compensation program is focused primarily on longer-term performance, the realized compensation of our NEOs is designed also to reflect financial performance based on annual budgeted goals.

The “Compensation of CEO Relative to Stock Price and EBITDA” chart on the following page (the “CEO Compensation Chart”) compares the target and realized compensation of our President and Chief Executive Officer (our “CEO”), Helix’s Adjusted EBITDA, and Helix’s stock price for the years 2019 through 2023. Target compensation includes base salary, STI target, and grant date fair value of annual long-term incentive awards in each respective year. As the chart illustrates, in 2020, reflective of our then-continued financial success prior to the COVID-19 pandemic, our CEO’s long-term incentive award was increased by $400,000 over that in 2019. At his own recommendation in response to negative changes in the market environment and unrelated to any performance issues, in 2021 the Compensation Committee agreed to significantly reduce our CEO’s target compensation, by reducing his 2021 long-term incentive award to $1.1 million from $3.6 million the previous year. In 2022, following outlook stabilization and in a return to market practices, our CEO’s long-term incentive award was restored to the prior $3.6 million level, where it was held flat for 2023. The realized compensation for our CEO from 2019 through 2023 includes base salary paid in each year, STI paid in respect of each year, and the value of the payout of long-term incentive compensation that vested immediately following the relevant performance period.

As the CEO Compensation Chart illustrates, the realized compensation of our CEO from 2019 through 2023 has largely tracked the performance of the Company (measured by Adjusted EBITDA and absolute share price performance), with his realized compensation lower from prior years in 2020 and 2021, followed by increases in 2022 and 2023. Our CEO’s realized compensation decreased in 2020 in part due to the voluntary reduction to his base salary taken in connection with the ongoing COVID-19 pandemic, which reduction was reversed in 2021. The reduction of our CEO’s target compensation in 2021, including the $2.5 million reduction in his long-term incentive award, is reflected in his realized compensation in subsequent years as such 2021 long-term incentive award vests.

Our CEO’s realized compensation increased in 2023 compared to 2022 driven by the payout of STI at 179.8% of his target level due to the Company’s strong 2023 performance, along with the increased value of restricted stock and restricted stock unit (“RSU”) awards in line with the Company’s improving share price, offset in part by the significantly reduced amount of the three-year cliff vesting PSUs granted in January 2021 (notwithstanding that such PSUs paid out at a 181% performance factor as a result of (1) our TSR ranking 6th out of the 18 2021 PSU peer group companies, reflecting a 136% return, and (2) our generation of significant cumulative Free Cash Flow relative to goals established by the Compensation Committee, in each case over the three-year performance period). The relative TSR performance is shown in the “Total Shareholder Return (TSR) 2021-2023” chart above, which graphically depicts our TSR performance over the three-year performance period compared to the TSRs of those peer companies, as well as the “Total Free Cash Flow Generated 2021-2023” chart above.

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

2023 Executive Compensation Program

The following charts show the elements of 2023 executive compensation approved by the Compensation Committee, including target level STI opportunity and long-term incentives at grant date fair value. For our CEO and other NEOs, a significant portion of 2023 compensation that could be earned was based on the performance of those at-risk compensation elements (86% and 79%, respectively).

As part of the compensation decision making process, Helix emphasizes performance incentives designed to align with our performance-based compensation philosophy. The Compensation Committee seeks to establish executive base pay within a competitive range of the appropriate peer group median and considers positioning relative to survey data, with an opportunity to earn greater overall compensation in the event such is warranted by our performance.

Base salaries for our NEOs in 2023 continued to reflect the individuals’ contributions to our organization and align with our compensation philosophy and benchmarking peers. For 2023, the base salary for each of our NEOs remained the same as they were for 2022, except that the base salary for our CEO was increased from $700,000 to $800,000. Prior to 2023, Mr. Kratz’s base salary had not changed since 2008, other than the temporary salary reduction in 2020 in response to the global pandemic and the subsequent restoration thereof.

The significant majority of our 2023 STI program continued to be based on Adjusted EBITDA, as the Compensation Committee continued to view this financial performance metric as the Company’s most important near-term business driver reflective of utilization, rates and cost management. Further, in recognition of the importance of ESG among our stakeholders, the Compensation Committee, with input from management and its independent compensation consultant, added a balanced scorecard of ESG-related key performance indicators (“KPIs”) to the 2023 STI program. We believe our executives should be incentivized and rewarded for performance that advances business goals and the creation of sustainable value, with the goal of leading to shareholder value creation.

Our 2023 executive long-term incentive program continued to be significantly weighted towards our stock price performance. Half of the long-term incentive award was comprised of time-vesting RSUs, the value of which depends on our absolute stock price. The other half of the award was comprised of cliff-vesting PSUs, the payout (if any) of which reflects not only the stock price at the time of payout but also the performance of the Company over a three-year performance period, as measured in equal parts by the Company’s (a) relative TSR compared to that of a formulaically selected performance peer group and (b) generation of Free Cash Flow compared to a pre-established benchmark. Consistent with the prior two years, for 2023 the Compensation Committee determined to grant RSUs and PSUs payable in either stock, cash or a combination thereof, as determined in the discretion of the Compensation Committee.

In September 2023 the Board adopted a Mandatory Recoupment Policy to comply with the final clawback rules adopted by the U.S. Securities and Exchange Commission (the “SEC”) and the listing standards set forth in the New York Stock Exchange (“NYSE”) Listed Company Manual (the “Listing Standards”). The Mandatory Recoupment Policy provides for the mandatory recovery of certain erroneously awarded incentive compensation from the Company’s current and former executive officers (including all NEOs) in the event the Company is required to prepare an accounting restatement as specified in such policy. The Board has also adopted a Supplemental Recoupment Policy (together with the Mandatory Recoupment Policy, the “Clawback Policies”), applicable to current and former Section 16 officers (again including all NEOs), that allows for the recoupment of certain incentive compensation and time-based equity awards in other circumstances, including in the event of misconduct. Accordingly and dependent on the relevant circumstances, the Clawback Policies provide for the recovery of both cash and equity awards, both performance- and time-based. The Clawback Policies supersede the Company’s previously disclosed Incentive Award Recoupment Policy adopted in December 2019.

The design and execution of our 2023 executive compensation program demonstrate our compensation philosophy of supporting the alignment of executive management and shareholder interests.

2023 Say On Pay Vote and Investor Outreach

In 2023 we sought an advisory vote from our shareholders regarding our 2022 executive officer compensation and received a 93% favorable “say on pay” vote.

Throughout 2023, we continued to engage with our investor base to cultivate those relationships and ensure investors’ concerns were heard. Through this engagement we discuss a variety of issues, and as reflected by the strong results of our “say on pay” vote regarding 2022 executive compensation, our executive compensation process continues to receive investor support. We take under advisement feedback from our investors, including any commentary with respect to executive compensation, and we will continue to engage with our shareholders on these matters.

Helix’s 2022 executive officer compensation received a 93% favorable “say on pay” vote.