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, 2024, 2023, 2022, 2021 and 2020.
| 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 |
|---|
| 2024 | $5,675,840 | $4,579,029 | $2,096,039 | $1,797,160 | $96.5 | $101.7 | $55,637 | $303,147 |
| 2023 | $7,023,160 | $15,027,002 | $2,579,777 | $5,560,385 | $106.4 | $115.1 | $(10,838) | $273,403 |
| 2022 | $6,356,663 | $16,491,636 | $2,214,710 | $5,694,654 | $76.4 | $112.9 | $(87,784) | $121,022 |
| 2021 | $2,876,989 | $829,802 | $1,871,043 | $1,248,042 | $32.3 | $69.9 | $(61,684) | $96,276 |
| 2020 | $5,335,487 | $(3,579,907) | $1,805,011 | $(238,275) | $43.5 | $57.9 | $20,084 | $155,260 |
| (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: |
PEO SCT Total to CAP Reconciliation:
| Year | Salary | Bonus and Non-Equity Incentive Compensation | Other Compensation(i) | SCT Total | Deductions from SCT Total(ii) | Additions to SCT Total(iii) | CAP |
|---|
| 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 |
| 2020 | $597,917 | $472,500 | $7,125 | $5,335,487 | $4,257,945 | $(4,657,449) | $(3,579,907) |
| 66 | 2025 Proxy Statement | Helix Energy Solutions Group, Inc. |
Average Non-PEO NEOs SCT Total to CAP Reconciliation:
| Year | Salary | Bonus and Non-Equity Incentive Compensation | Other Compensation(i) | SCT Total | Deductions from SCT Total(ii) | Additions to SCT Total(iii) | CAP |
|---|
| 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 |
| 2020 | $395,500 | $222,000 | $4,750 | $1,805,011 | $1,182,761 | $(860,525) | $(238,275) |
| (i) | Reflects “all other compensation” reported in the SCT for each year shown. |
|---|
| (ii) | Represents the grant date fair value of equity-based awards granted each year. |
|---|
| (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, 2024, 2023, 2022, 2021 and 2020 is further detailed in the supplemental tables below. |
|---|
PEO Equity Component of CAP for Fiscal Year ended December 31, 2024:
| Equity Type | Fair Value of Current Year Equity Awards at12/31/2024 (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 |
Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2024:
| 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 |
| Helix Energy Solutions Group, Inc. | 2025 Proxy Statement | 67 |
|---|
PEO Equity Component of CAP for Fiscal Year ended December 31, 2023:
| 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 |
Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2023:
| 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 |
PEO Equity Component of CAP for Fiscal Year ended December 31, 2022:
| 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 |
Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2022:
| 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 |
| 68 | 2025 Proxy Statement | Helix Energy Solutions Group, Inc. |
PEO Equity Component of CAP for Fiscal Year ended December 31, 2021:
| 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) |
Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2021:
| 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 |
PEO Equity Component of CAP for Fiscal Year ended December 31, 2020:
| Equity Type | Fair Value of Current Year Equity Awards at 12/31/2020 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31/2020 (b) | Change in Value of Prior Years’ Awards That Vested in FY2020 (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) |
|---|
| PSUs | $1,059,814 | $(5,047,613) | — | $(3,987,799) |
| RSUs | — | — | — | — |
| RSAs | $785,047 | $(1,454,697) | — | $(669,650) |
| Total | $1,844,861 | $(6,502,310) | — | $(4,657,449) |
Average Non-PEO NEOs Equity Component of CAP for Fiscal Year ended December 31, 2020:
| Equity Type | Fair Value of Current Year Equity Awards at 12/31/2020 (a) | Change in Value of Prior Years’ Awards Unvested at 12/31/2020 (b) | Change in Value of Prior Years’ Awards That Vested in FY2020 (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) |
|---|
| PSUs | $294,392 | $(1,060,193) | — | $(765,801) |
| RSUs | — | — | — | — |
| RSAs | $218,068 | $(312,792) | — | $(94,724) |
| Total | $512,460 | $(1,372,985) | — | $(860,525) |
| (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. |
| Helix Energy Solutions Group, Inc. | 2025 Proxy Statement | 69 |
|---|
| (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. |
| (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 2024 Annual Report. The comparison assumes $100 was invested for the period beginning December 31, 2019 through the end of the listed year in the Company and the OSX, respectively. These results are not necessarily indicative of future 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 36-37 of our 2024 Annual Report. |
Tabular List of Most Important Performance Measures
The three items listed in the following table represent the most important metrics we used to determine CAP to our CEO and other NEOs for the fiscal year ended December 31, 2024 as further described in our Compensation Discussion & Analysis (“CD&A”) within the sections titled “2024 Executive Compensation Program” and “Long-Term Incentive Program”. The role of each of these performance measures is discussed in the CD&A. The measures in this table are not ranked.
| Most Important Performance Measures | |
| • | Adjusted EBITDA |
| • | Total Shareholder Return |
| • | Free Cash Flow |
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company and Peer Group’s cumulative TSR over the five most recently completed fiscal years.
| 70 | 2025 Proxy Statement | Helix Energy Solutions Group, Inc. |
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our net income (loss) during the five most recently completed fiscal years.
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years.
(1) “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 36-37 of our 2024 Annual Report.”
