06/04/2022 - Helix Energy Solutions Group Inc.: 2022 Proxy Statement

Proxy Statement

2022

Notice of Annual Meeting of Shareholders to be held May 18, 2022

April 6, 2022

Dear Shareholder:

You are cordially invited to join us for our 2022 Annual Meeting of Shareholders to be held on Wednesday, May 18, 2022 at 8:30 a.m. As part of our concern regarding the health and safety of our shareholders, directors, officers, employees, meeting attendees and the general public in light of the ongoing COVID-19 pandemic, the Annual Meeting will be a virtual meeting format, held via live audio webcast. We have endeavored to make your experience as a shareholder as comparable as possible to that of an in-person meeting.

The materials following this letter include the formal Notice of Annual Meeting of Shareholders and the proxy statement. The proxy statement describes the business to be conducted at the Annual Meeting, including the election of three directors, the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the 2022 fiscal year, and the approval on a non-binding advisory basis of the 2021 compensation of our named executive officers.

We have elected to furnish proxy materials to our shareholders on the Internet pursuant to rules adopted by the Securities and Exchange Commission. We believe that this election enables us to provide you with the information you need, while making delivery more efficient, more cost effective and friendlier to the environment. In accordance with these rules, we have sent a Notice of Availability of Proxy Materials to each of our shareholders.

Whether you own a few or many shares of our stock, it is important that your shares be represented. Regardless of whether you plan to attend the virtual Annual Meeting, please take a moment to vote your proxy over the Internet, by telephone, or if this statement was mailed to you, by completing and signing the enclosed proxy card and promptly returning it in the envelope provided. The Notice of Annual Meeting of Shareholders on the inside cover of this proxy statement includes instructions on how to vote your shares.

The officers and directors of Helix appreciate and encourage shareholder participation. We look forward to your attendance at the virtual Annual Meeting.

Sincerely,

Owen Kratz

President and Chief Executive Officer

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 18, 2022

The Helix Energy Solutions Group, Inc. 2022 Proxy Statement and Annual Report to Shareholders (including our Annual

Report on Form 10-K) for the fiscal year ended December 31, 2021 are available electronically at www.proxydocs.com/HLX

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Table of Contents

NOTICE OF 2022 ANNUAL MEETING .................................... i

GENERAL INFORMATION ..................................................... 2

PROPOSAL 1: ELECTION OF DIRECTORS ............................ 8

CORPORATE GOVERNANCE .............................................. 13

Composition of the Board ................................................... 13

Role of the Board ............................................................... 13

Board of Directors Independence and Determinations ....... 13

Selection of Director Candidates ........................................ 13

Board of Directors Qualifications, Skills and Experience .... 13

Board Matrix ....................................................................... 14

Board Leadership Structure ............................................... 15

Communications with the Board ......................................... 15

Code of Business Conduct and Ethics ............................... 15

Attendance at the Annual Meeting ..................................... 15

Mandatory Retirement Policy ............................................. 15

Directors' Continuing Education ......................................... 15

Risk Oversight .................................................................... 15

Corporate Sustainability ..................................................... 16

Meetings of the Board and Committees ............................. 17

Board Attendance .............................................................. 18

Executive Sessions of the Directors ................................... 18

Audit Committee ................................................................. 18

Compensation Committee .................................................. 19

Corporate Governance and Nominating Committee .......... 20

Director Nomination Process ............................................. 21 Compensation Committee Interlocks and Insider

Participation ............................................................. 22

DIRECTOR COMPENSATION .............................................. 23

2021 Director Compensation Table .................................... 23

Summary of Director Compensation and Procedures ........ 25

CERTAIN RELATIONSHIPS ................................................. 26

Related Party Transactions ................................................ 26

Audit Committee Pre-Approval Policies and Procedures ... 26

REPORT OF THE AUDIT COMMITTEE ................................. 27

PROPOSAL 2: RATIFICATION OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM ............. 28

COMPENSATION DISCUSSION AND ANALYSIS .................... 29

• A. EXECUTIVE SUMMARY ................................................. 29

• B. EXECUTIVE COMPENSATION PROCESS .......................... 34

• C. COMPENSATION PHILOSOPHY AND OBJECTIVES ............. 37

• D. 2021 EXECUTIVE COMPENSATION COMPONENTS ........... 39

• E. 2021 SUMMARY AND RECOMMENDATION ...................... 46

• F. COMPENSATION COMMITTEE REPORT ........................... 46

EXECUTIVE OFFICERS OF HELIX ...................................... 47

EXECUTIVE COMPENSATION ............................................ 49

Summary Compensation Table ......................................... 49

Grant of Plan-Based Awards ............................................. 50

Outstanding Equity Awards as of December 31, 2021 ...... 52 Option Exercises and Stock Vested for

Fiscal Year 2021 ...................................................... 53

All Other Compensation ..................................................... 54 Employment Agreements and Change in

Control Provisions .................................................... 55

Chief Executive Officer Pay Ratio ...................................... 59

PROPOSAL 3: APPROVAL, ON A NON-BINDING ADVISORY

BASIS, OF THE 2021 COMPENSATION OF OUR

NAMED EXECUTIVE OFFICERS ............................ 61

SHARE OWNERSHIP INFORMATION ................................... 62

Five Percent Owners ......................................................... 62

Management Shareholdings .............................................. 63

Delinquent Section 16(a) Reports ...................................... 64

EQUITY COMPENSATION PLAN INFORMATION .................... 64

OTHER INFORMATION ...................................................... 65

Costs of Solicitation ........................................................... 65 Proposals and Director Nominations for the 2023 Annual

Meeting of Shareholders .......................................... 65

Other ................................................................................. 66

HELIX ENERGY SOLUTIONS GROUP, INC.

NOTICE OF 2022 ANNUAL MEETING

OF SHAREHOLDERS

DATE: ............................................................ Wednesday, May 18, 2022

TIME: ............................................................. 8:30 a.m. Central Daylight Time (Houston Time)

PLACE: ......................................................... The 2022 Annual Meeting will be held as a "virtual" meeting instead of a physical meeting. To register for the Annual Meeting, please follow the instructions below:

•  Visit www.proxydocs.com/HLX on your smartphone, tablet or computer. You will need the latest version of Chrome, Safari, Internet Explorer, Edge or Firefox. Please ensure your browser is compatible.

•  As a shareholder, you will then be required to enter your control number, which is located on your proxy card.

•  After registering, you will receive a confirmation email. Approximately one hour prior to the start of the Annual Meeting, an email will be sent to the email address you provided during registration with a unique link to the virtual Annual Meeting.

ITEMS OF BUSINESS: ................................. 1.

To elect three Class I directors to serve a three-year term expiring at the Annual Meeting of Shareholders in 2025 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, 2022.

• 3. To approve, on a non-binding advisory basis, the 2021 compensation of our named executive officers.

• 4. To consider any other business that may properly be considered at the Annual Meeting or any adjournment thereof.

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 21, 2022.

VOTING BY PROXY: .................................... Please vote your proxy as soon as possible, even if you plan to attend the virtual

Annual Meeting. Shareholders of record can vote by one of the following methods:

• 1. CALL 866.551.1466 to vote by telephone; OR

• 2. GO TO THE WEBSITE www.proxypush.com/HLX 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.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 2022:

Houston, Texas April 6, 2022

The proxy statement and Annual Report to Shareholders (including our Annual Report on Form 10-K) for the fiscal year ended December 31, 2021 are also available at www.proxydocs.com/HLX.

By Order of the Board of Directors,

Senior Vice President,

General Counsel and Corporate Secretary

YOUR VOTE IS IMPORTANT

(i)