03/04/2024 - Helix Energy Solutions Group Inc.: Proxy Statement - Form DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

HELIX ENERGY SOLUTIONS GROUP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

April 3, 2024

Dear Shareholder:

You are cordially invited to join us for our 2024 Annual Meeting of Shareholders to be held on Wednesday, May 15, 2024, at 8:30 a.m. at Helix Energy Solutions Group, Inc.'s corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043.

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 Class II directors, the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year, an advisory vote on the approval of the 2023 compensation of our named executive officers, and the approval of the amendment and restatement of our 2005 Long Term Incentive Plan.

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, we want your shares to be represented. Regardless of whether you plan to attend the Annual Meeting, please take a moment to vote your proxy over the Internet, by telephone, or if this proxy 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 of this proxy statement includes instructions on how to vote your shares.

Helix's officers and directors appreciate and encourage shareholder participation. We look forward to your participation in the Annual Meeting.

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HELIX ENERGY SOLUTIONS GROUP, INC. 3505 West Sam Houston Parkway North, Suite 400 Houston, Texas 77043

Proxy Summary

Company Statement

The Board of Directors of Helix Energy Solutions Group, Inc., a Minnesota corporation (referred to herein as "Helix," the "Company," "we," "us" or "our"), is soliciting your proxy to vote at our 2024 Annual Meeting of Shareholders (the "Annual Meeting") on Wednesday, May 15, 2024. This proxy statement contains information about the items being voted on at the Annual Meeting and information about Helix. Please read it carefully.

Voting Matters

Ways to Vote

Shareholders of record can vote by one of the following methods:

Board of Directors

Board Independence

87.5% of our Board is Independent as defined under NYSE Rule 303A and applicable rules promulgated under the Securities Exchange Act of 1934.

The Chairman of the Board is Independent and all members of our committees are Independent:

Summary Board Matrix

Diversity and Refreshment of the Board

Proxy Statement

Annual Meeting of Shareholders to be Held on May 15, 2024

The Board of Directors of Helix Energy Solutions Group, Inc., a Minnesota corporation (referred to herein as "Helix," the "Company," "we," "us" or "our"), is soliciting your proxy to vote at our 2024 Annual Meeting of Shareholders (the "Annual Meeting") on Wednesday, May 15, 2024. This proxy statement contains information about the items being voted on at the Annual Meeting and information about Helix. Please read it carefully.

The Annual Meeting will be held at Helix's corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. Helix's Board of Directors (the "Board") has set March 19, 2024 as the record date for the Annual Meeting. There were 152,912,990 shares of Helix common stock outstanding on the record date.

As permitted by Securities and Exchange Commission ("SEC") rules, we are making this proxy statement and our 2023 Annual Report to Shareholders available to our shareholders electronically via the Internet. On or about April 3, 2024, we intend to mail to our shareholders a Notice of Availability of Proxy Materials (the "Notice"). The Notice contains instructions on how to vote online, by telephone or, in the alternative, how to request a paper copy of the proxy materials and proxy card. By providing the Notice and access to our proxy materials via the Internet, we are lowering the costs and reducing the environmental impact of the Annual Meeting.

General Information

We are providing these proxy materials to you in connection with the Annual Meeting, to be held on Wednesday, May 15, 2024 at 8:30 a.m. Central Daylight Time (Houston Time) at Helix's corporate office, 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043, and all reconvened meetings after adjournments thereof. As a shareholder of Helix, you are invited to attend the Annual Meeting and are entitled and requested to vote on the proposals described in this proxy statement.

Four matters are currently scheduled to be voted on at the Annual Meeting:

Although we do not expect any other items of business, we also will consider other business that properly comes before the Annual Meeting or any adjournment thereof in accordance with Minnesota law and our By-laws. The moderator of the Annual Meeting may refuse to allow the presentation of a proposal or a nomination for the Board from the floor of the Annual Meeting if the proposal or nomination was not properly submitted.

The Board has set March 19, 2024 as the record date for the Annual Meeting. Owners of Helix common stock whose shares are recorded directly in their name in our stock register ("shareholders of record") at the close of business on March 19, 2024 may vote their shares on the matters to be acted upon at the Annual Meeting. Shareholders who, as of March 19, 2024, hold shares of our common stock in "street name," that is, through an account with a broker, bank or other nominee, may direct the shareholder of record how to vote their shares at the Annual Meeting by following the instructions they will receive from the shareholder of record for this purpose. You are entitled to one vote for each share of common stock you held on the record date on each of the matters presented at the Annual Meeting.

We are using the "notice and access" process permitted by the SEC to distribute proxy materials to certain shareholders. This process allows us to post proxy materials on a designated website and notify our shareholders of the availability of the proxy materials on that website. As such, we are furnishing proxy materials, including this proxy statement and our 2023 Annual Report to Shareholders, to most of our shareholders by providing access to those documents on the Internet instead of mailing paper copies. The Notice, which is being mailed to most of our shareholders, describes how to access and review all of the proxy materials on the Internet. The Notice also describes how to vote via the Internet. If you would like to receive a paper copy by mail or an electronic copy by e-mail of the proxy materials, you should follow the instructions in the Notice. Accessing your proxy materials on the Internet and receiving future proxy materials by e-mail saves us the cost of printing and mailing documents to you and reduces the impact on the environment.

No. The Notice identifies the matters to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it.

If you are a shareholder of record, you may either vote your shares in person at the Annual Meeting or designate another person to vote your shares. That other person is called a "proxy," and you may vote your shares through your proxy using one of the following methods of voting:

The instructions for these three methods of voting your shares are set forth on the Notice and also on the proxy card. If you return your signed proxy card but do not mark the boxes showing how you wish to vote, your shares will be voted as recommended by the Board. The giving of a proxy does not affect your right to vote during the Annual Meeting (until the polls are closed).

Shareholder of Record.If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered a "shareholder of record" with respect to those shares and the Notice is being sent directly to you by EQ Shareowner Services. As a shareholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by telephone, via the Internet, or by marking, signing, dating and returning the proxy card.

Beneficial Owner.If like most Helix shareholders you hold your shares in "street name" through a broker, bank or other nominee (your "Nominee") rather than directly in your own name, you are considered the "beneficial owner" of those shares, and the Notice is being forwarded to you by your Nominee as the shareholder of record. If you are a beneficial owner, you may appoint proxies and vote as provided by your Nominee. The availability of telephone or Internet voting will depend upon the voting process of your Nominee. You should follow the voting directions provided by your Nominee. If you provide specific voting instructions in accordance with the directions provided by your Nominee, your Nominee will vote your shares as you have directed.

Your Nominee is considered to be the shareholder of record for purposes of voting at the Annual Meeting. Accordingly, you may vote shares held in "street name" at the Annual Meeting only if you (a) obtain a signed "legal proxy" from your Nominee giving you the right to vote the shares and (b) provide an account statement or letter from your Nominee showing that you were the beneficial owner of the shares on the record date. If your shares are not registered in your name and you plan to attend the Annual Meeting and vote your shares, you should contact your Nominee to obtain a proxy executed in your favor and bring it to the Annual Meeting.

Yes. If you are a shareholder of record, you may change your vote and revoke your proxy prior to the vote at the Annual Meeting by sending a written statement to that effect to the Corporate Secretary of Helix, submitting a properly signed proxy card with a later date, or attending the meeting and voting in person at the Annual Meeting.

If you hold shares in "street name," you must follow the procedures required by your Nominee to revoke or change a proxy. You should contact your Nominee directly for more information on these procedures.

A majority of Helix's outstanding shares of common stock as of the record date must be present at the Annual Meeting in order to hold the meeting and conduct business. This is called a quorum. Shares are counted as present at the Annual Meeting if a shareholder:

Proxies received but marked as abstentions or withholding authority and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes.

If you are the beneficial owner of shares held in street name, then your Nominee, as shareholder of record, is required to vote those shares in accordance with your instructions. However, if you do not give instructions to your Nominee, then it will have discretion to vote the shares with respect to "routine" matters, such as the ratification of the selection of an independent registered public accounting firm, but will not be permitted to vote with respect to "non-routine" matters, such as (i) the election of directors, (ii) the vote, on a non-binding advisory basis, on the approval of the 2023 compensation of our named executive officers and (iii) the approval of the amendment and restatement of our 2005 Long Term Incentive Plan. Accordingly, if you do not instruct your Nominee on how to vote your shares with respect to non-routine matters, your shares will be broker non-votes with respect to those proposals.

An abstention is a decision by a shareholder to take a neutral position on a proposal being submitted to shareholders at a meeting. Taking a neutral position through an abstention is considered a vote cast on a proposal being submitted at a meeting, as described in the response to Question 4 above.

On the record date, there were 152,912,990 shares of Helix common stock outstanding and entitled to vote at the Annual Meeting, held by approximately 80,854 beneficial owners.

These shares are the only securities entitled to vote at the Annual Meeting. Each holder of a share of common stock is entitled to one vote on each of the matters presented at the Annual Meeting for each share held on the record date.

Other than the four matters noted in response to Question 2 above, we are not aware of any other business to be acted upon at the Annual Meeting.

If you grant a proxy (other than the proxy held by the shareholder of record if you are the beneficial owner and hold your shares in street name) the persons named as proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting or any adjournment thereof in accordance with Minnesota law and our By-laws.

Shareholders of Record.If you are the shareholder of record and you return a signed proxy card but do not indicate how you wish to vote, then your shares will be voted in accordance with the recommendations of the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the Annual Meeting or any adjournment thereof. If you provide voting instructions on your proxy card with respect to any matter to be acted upon, the shares will be voted in accordance with your instructions.

Beneficial Owners.If you are a beneficial owner and hold your shares in street name and do not provide your Nominee with voting instructions, your Nominee will determine whether it has the discretionary authority to vote on the particular matter.

Under applicable rules, brokers, banks and other nominees have the discretion to vote on "routine" matters, such as the ratification of the selection of an independent registered public accounting firm, but do not have discretion to vote on "non-routine" matters, such as (i) the election of directors, (ii) the vote, on a non-binding advisory basis, on the approval of the 2023 compensation of our named executive officers and (iii) the approval of the amendment and restatement of our 2005 Long Term Incentive Plan.

Accordingly, if you do not instruct your Nominee on how to vote your shares with respect to non-routine matters, your shares will be broker non-votes with respect to those proposals.

Proxy cards, proxies delivered by the Internet or telephone, ballots and voting tabulations that identify individual shareholders are mailed or returned directly to Broadridge Financial Solutions as the independent inspector of election and handled in a manner that protects your voting privacy. As the independent inspector of election, Broadridge Financial Solutions will count the votes.

It means you hold shares registered in more than one account. To ensure that all your shares are voted, please follow the instructions and vote the shares represented by each proxy card that you receive. To avoid this situation in the future, we encourage you to have all accounts registered in the same name and address whenever possible. For shares you hold directly, you can do this by contacting our transfer agent, EQ Shareowner Services, at 800.468.9716.

We have hired a third party, Broadridge Financial Solutions, to judge the voting, be responsible for determining whether a quorum is present, and tabulate votes cast by proxy or in person at the Annual Meeting.

We will bear all expenses in conjunction with the solicitation of proxies, including the charges of brokerage houses and other custodians, nominees or fiduciaries for forwarding documents to beneficial owners. However, we will not bear any costs related to an individual shareholder's use of the Internet or telephone to cast their vote. Proxies may be solicited by mail, in person, by telephone or by facsimile, by certain of our directors, officers and other employees, without extra compensation.

Directions to the Annual Meeting can be obtained at www.helixesg.com/annualmeeting.

Yes. During the Annual Meeting shareholders may ask questions directly related to the matters being voted on. To ensure an orderly meeting, we ask that shareholders direct questions to the moderator of the Annual Meeting.

In addition, certain directors, officers and other employees will be available at the meeting to provide information about 2023 developments and to answer questions of more general interest regarding Helix.

Preliminary voting results will be announced at the Annual Meeting. The final voting results will be reported in a Current Report on Form 8-K.

If you have additional questions about this proxy statement or the Annual Meeting, or would like additional copies of this proxy statement or our 2023 Annual Report to Shareholders (including our Annual Report on Form 10-K), please contact the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043.

Shareholders may send communications in care of the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043.

Please provide your name, address, and class and number of voting securities you hold, and indicate whether your message is for the Board as a whole, a particular group or committee of directors, our Chairman or another individual director.

Proposal 1:

Election of Directors

Three directors are to be elected at the Annual Meeting. The Board has proposed three nominees, Amerino Gatti, Diana Glassman and Owen Kratz, to stand for election as 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 respective successor is duly elected and qualified. Mr. Gatti, Ms. Glassman and Mr. Kratz are currently serving as Class II directors.

The nominees have agreed to be named in this proxy statement and have indicated a willingness to continue to serve if elected. The Corporate Governance and Nominating Committee of the Board has determined that each of the nominees qualifies for election under its criteria for the evaluation of directors and has nominated the candidates for election. If a nominee becomes unable to serve before the election, the shares represented by proxies may be voted for a substitute designated by the Board, unless a contrary instruction is indicated on the proxy card. The Board has no reason to believe that any of the nominees will become unable to serve. The Board has affirmatively determined that each of Mr. Gatti, Ms. Glassman and Mr. Kratz qualifies as "independent" as that term is defined under New York Stock Exchange ("NYSE") Rule 303A and applicable rules promulgated under the Exchange Act.

Unless otherwise instructed, the persons named as proxies will vote all proxies received FORthe election of each person nominated below as a Class II director for a term of three years, until the Annual Meeting of Shareholders in 2027 or, if at a later date, until their respective successor is duly elected and qualified. There is no cumulative voting for the election of directors and the Class II directors will be elected by a plurality of the votes cast at the Annual Meeting.

In the section below, we provide the name and biographical information about each of the Class II director nominees and each other member of the Board. Information in each director's biographical information is as of March 19, 2024. Information about the number of shares of our common stock beneficially owned by each director as of March 19, 2024 appears below under the heading "Share Ownership Information-Management Shareholdings" on page 86.

Vote Required

Election of each director requires the affirmative vote of holders of a plurality of the shares present or represented and voting on the proposal at the Annual Meeting. This means that the three nominees receiving the greatest number of votes cast by the holders entitled to vote on the matter will be elected as directors.

Under the Corporate Governance Guidelines for the Board, any nominee for director who receives a greater number of "withhold authority" than votes "for" his or her election is required to promptly tender his or her resignation. The Corporate Governance and Nominating Committee is to consider whether to accept or decline the resignation and make its recommendation to the full Board. The Board is to act upon the committee's recommendation within 90 days of the shareholder vote, and the Board's decision (and if the Board should decline the resignation, the reasons therefor) will be disclosed in a Current Report on Form 8-K.

Information about Nominees for Class II Directors:

Class I Directors with Term Expiring in 2025:

Class III Directors with Term Expiring in 2026:

Corporate Governance

Composition of the Board

The Board currently consists of eight members and, in accordance with our By-laws, is divided into three classes of similar size. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. The Class I, II and III directors are currently serving until the later of the Annual Meeting in 2025, 2024 and 2026 respectively, and their respective successors being duly elected and qualified. There are currently two directors in Class I and three directors each in Class II and Class III.

Role of the Board

The Board has established guidelines that it follows in matters of corporate governance. A complete copy of the Corporate Governance Guidelines for the Board of Directors, which were most recently amended in February 2023, is available on our website at www.helixesg.com/about-helix/our-company/corporate-governance. In accordance with the Corporate Governance Guidelines, the Board is vested with all powers necessary for the management and administration of Helix's business operations. Although not responsible for our day-to-day operations, the Board has the responsibility to oversee management, provide strategic direction, provide counsel to management regarding the business of Helix, and to be informed, investigate and act as necessary to promote our business objectives.

Board of Directors Independence and Determinations

The Board has affirmatively determined that each of Mr. Gatti, Ms. Glassman, Ms. Harris, Mr. Little, Mr. Lovoi, Ms. Nelson and Mr. Transier qualifies as "independent" as that term is defined under NYSE Rule 303A and applicable rules promulgated under the Exchange Act. In making this determination, the Board has concluded that none of these directors has a relationship with Helix that, in the opinion of the Board, is material and would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our only current non-independent director is Mr. Kratz, our President and Chief Executive Officer. Accordingly, a majority of the members of the Board are independent, as required by NYSE Rule 303A. This independence determination is analyzed annually to promote arms-length oversight. In making its determination regarding independence the Board reviewed the NYSE Rule 303A criteria for independence in advance of the first meeting of the Board in 2024. In connection with its determination, the Board gathered information with respect to each Board member individually regarding transactions and relationships between Helix and its directors, including the existence of ongoing transactions, if any, entered into between Helix and other entities of which our directors serve as officers or directors. Each director also completed a questionnaire, which included questions about his or her relationship with Helix. None of these transactions or relationships were deemed to affect the independence of the applicable director, nor did they exceed the thresholds established by NYSE rules.

Selection of Director Candidates

The Board is responsible for selecting candidates for Board membership and establishing the criteria to be used in identifying potential candidates. The Board delegates the screening and nomination process to the Corporate Governance and Nominating Committee. For more information on the director nomination process, including selection criteria, see "Corporate Governance and Nominating Committee" on page 28 and "Director Nomination Process" starting on page 29.

Board of Directors Qualifications, Skills and Experience

We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and full-field decommissioning operations. Our services are key in supporting a global energy transition by maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields and supporting renewable energy developments. We believe the Board should be composed of individuals with sophistication and experience in the substantive areas that impact our business. We believe qualifications, skills or experience in one or more of the following areas to be most important: offshore oilfield services, oil and gas exploration and production, renewable energy, international operations, accounting and finance, strategic planning, investor relations, leadership and administration of complex organizations, management of risk, human capital management, corporate governance and other areas related to the operation of a major international corporation (whether social, cultural, industrial, financial or operational). In addition, we focus on qualifications, skills and experience related to the importance of our sustainability initiatives. We believe that each of our current Board members possesses the professional and personal qualifications necessary for Board service, with the director qualifications described in their biographies under "Election of Directors" on pages 11-17 and in the Matrix below.

Board of Directors Matrix

The following Matrix provides information regarding the members of our Board, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board believes are relevant to our business and industry. The Matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of our Board.

Board Leadership Structure

In July 2017, the Board appointed its former Lead Director, Mr. Transier, to serve as its independent Chairman. The Corporate Governance and Nominating Committee periodically reviews and recommends to the Board appropriate Board leadership structure.

Communications with the Board

Pursuant to the terms of the Corporate Governance Guidelines, any shareholder or other interested party wishing to send written communications to any one or more of Helix's directors may do so by sending them in care of our Corporate Secretary at Helix's corporate office. All such communications will be forwarded to the intended recipient(s). All such communications should provide the shareholder's name, address, and class and number of voting securities held, and indicate whether they contain a message for the Board as a whole, a particular group or committee of directors, our Chairman or another individual director.

Code of Business Conduct and Ethics

In addition to the Corporate Governance Guidelines, our written Code of Business Conduct and Ethics applies to all of our directors, officers and employees. We have also established a Code of Ethics for Chief Executive Officer and Senior Financial Officers applicable to our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or Corporate Controller (or person performing a similar function, if any), and Vice President - Internal Audit. We have posted a current copy of both codes on our website at www.helixesg.com/about-helix/our-company/corporate-governance. In addition, we intend to post on our website all disclosures that are required by law or NYSE listing standards concerning any amendments to, or waivers of, any provision of the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics, the Code of Ethics for Chief Executive and Senior Financial Officers and the Corporate Governance Guidelines are available free of charge to any shareholder in print upon request sent to the Corporate Secretary at Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043.

Attendance at the Annual Meeting

The Board holds a regular meeting immediately preceding and/or immediately after each year's Annual Meeting of Shareholders. Therefore, members of the Board generally attend Helix's Annual Meetings of Shareholders. The Board encourages its members to attend the Annual Meeting, but does not have a written policy regarding attendance at the meeting. All members of the Board attended the 2023 Annual Meeting of Shareholders.

Mandatory Retirement Policy

The Board has a mandatory retirement policy for directors such that no person may be a director nominee to serve for a term of service on the Board if during the applicable term he or she would reach the age of 75, and as written such policy does not contemplate waivers or exceptions.

Directors' Continuing Education

The Board encourages all directors to attend director education programs if they believe attendance will enable them to perform better and to recognize and effectively deal with issues as they arise. To assist directors' continuing education, Helix is a member of the National Association of Corporate Directors and from time to time Helix presents or hosts programs regarding topical matters to the Board.

Risk Oversight

The Board and its committees are actively involved in overseeing risk management for Helix and Helix formally adopted an Enterprise Risk Management Policy in May 2023 to provide a framework to support the identification and mitigation of enterprise-level risks that may have a material and adverse impact on the enterprise. The five core principles of the Enterprise Risk Management Policy include: identification, mitigation, monitoring, transparency and evolution. In order to advance our business strategy, maintain our financial strength and create long-term value for our shareholders, the Board routinely assesses the major, "mission critical" risks facing Helix and various options for mitigation of those risks. Specifically, the Audit Committee is responsible for oversight with respect to processes, guidelines and policies with respect to risk assessment and risk management, including Helix's major financial and cybersecurity risk exposures and the risk of fraud, and the steps taken to monitor and control such exposures and review of the assessment process and methodology with respect to the identification of risk assessment and risk management. Management is responsible for the day-to-day operation and oversight of Helix, and identifies and prioritizes risks associated with our business, which are discussed at Board and/or committee meetings as appropriate. We believe that our risk management responsibilities, processes and procedures serve as an effective approach for addressing the risks facing Helix, and that our Board and management structures support this approach.

Among its duties beyond its enumerated responsibilities related to risk oversight, the Audit Committee regularly reviews with the Board and management:

Among its duties, the Compensation Committee regularly reviews with the Board and management:

Among its duties, the Corporate Governance and Nominating Committee regularly reviews with the Board and management:

The Board's risk oversight process builds upon management's risk assessment and mitigation efforts, and the Board works directly with management in establishing strategic planning and enterprise risk management processes for risk oversight identification, reporting and monitoring. Our finance, legal (which includes compliance, human resources, contracts and insurance functions) and internal audit departments serve as the primary monitoring and testing functions for company policies and procedures, and manage the day-to-day oversight of our risk management strategy. This oversight includes identifying, evaluating and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels, and specifically includes Helix's safety programs, initiatives and incident reporting. Management regularly reports on these risks to the Board and its relevant committees, and additional review and reporting of risks are conducted as appropriate. All committees report to the Board, including when a matter rises to the level of a material risk.

In addition to reports from its committees, the Board receives presentations throughout the year from various members of management that include discussion of risks as necessary and appropriate, including risks associated with proposed transactions. At each Board

meeting, our Chief Executive Officer addresses matters of particular importance or concern, including any significant areas of risk that may call for Board attention, whether commercial, operational, legal, regulatory or other type of risk. Additionally, the Board reviews our short-term and long-term strategies, including consideration of significant risks facing Helix and the impact of such risks.

Corporate Sustainability

Helix understands the important role we play as a steward of the people, communities and environments we serve, and we regularly look for ways to emphasize and improve our own sustainability record. Our core business values and priorities of Safety, Sustainability and Value Creation incorporate ESG initiatives and support our vision as a preeminent offshore energy transition company with a top-down approach led by the Board and management.

In line with these values, the Board, and more specifically the Corporate Governance and Nominating Committee, and management are committed to implementing and improving sustainability initiatives throughout our business. This commitment is further disclosed in our annual Corporate Sustainability Report, the most recent version of which was published in November 2023, which builds upon our disclosures and transparency related to Helix's operational, environmental, safety performance and human capital metrics. In the Report, we detail our climate change risks and opportunities, the management and strategy we employ with respect to such risks and opportunities, the composition of our workforce and our 2021 Scope 1, Scope 2 and Scope 3 greenhouse gas ("GHG") emission metrics, including target GHG emission reductions. Sustainability at Helix is not viewed as a static goal, but rather a process embedded within our organization that we refine to improve the health and safety of our employees and lessen the environmental impact of our operations amongst other goals.

Our Corporate Sustainability Report reflects our commitment to transition to a more sustainable future and continue the discussion regarding ESG in current and future disclosures, all of which we believe further creates value for our investors, customers and employees.

To read the current Report on Helix's homepage (located at www.helixesg.com), select Corporate Sustainability under the About Helix heading and scroll down to the link for the 2023 Corporate Sustainability Report.

The Board and Sustainability

The Board is focused on not only Helix governance practices, but is actively engaged on environmental, health, safety and social issues. The Board provides meaningful insight into management's efforts through an open dialogue. At every regular Board meeting our Chief Operating Officer or his designee reports to the Board on Helix's performance compared to Health, Safety and Environment ("HSE") targets set for ourselves against industry statistics, and various initiatives being implemented by HSE management. The Board also receives a report on Helix's safety record (including total reportable incident rate, or TRIR), lost time incidents, any significant accident or illness incidents, information security matters and risks, and has the opportunity to question management.

The Corporate Governance and Nominating Committee is specifically tasked with overseeing, assessing and reviewing risks associated with corporate sustainability, including climate change. At every committee meeting, our Sustainability Officer provides an update with respect to the disclosure and reporting of our sustainability strategy, including the expansion of climate strategy throughout our organization. The Board utilizes this information to inform our overall corporate strategy including decisions with respect to capital allocation.

Our services are key in supporting a global energy transition by maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields and supporting renewable energy developments. Our core operations have long included evaluating and mitigating risks and opportunities associated with climate change and our Climate Change Action Committee, comprised of key leaders from HSE, legal, our business units and executive management, helps guide and improve our sustainability strategy with respect to climate change targets and related policies and programs.

From a social perspective, the Board and management recognize their leadership responsibility in embracing our vision and core values. The Board is focused on maintaining an ethical culture at all levels within our organization. The Audit Committee receives an update from management at every regular committee meeting outlining the Company's compliance initiatives, including adherence to the Company's Code of Business Conduct and Ethics. The Board also receives regular educational updates on matters such as anti-corruption, legal and regulatory developments and specific risks in the geographic areas in which we operate or seek to operate. As part of this process, Helix has adopted a Statement on Human Rights and Supplier and Vendor Expectations, both of which can be found on our website at www.helixesg.com/about-helix/our-company/corporate-governance.

The Board is also invested in maintaining Helix's employee culture, including embracing diversity and inclusion. As of December 31, 2023 Helix employed 2,531 employees worldwide, representing 37 nationalities. The Board believes that employing people with different backgrounds, experience and perspectives makes Helix a stronger company.

Meetings of the Board and Committees

The Board currently has, and appoints members to, three standing committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee. Each committee acts under the terms of a written charter, copies of which are available on our website at www.helixesg.com/about-helix/our-company/corporate-governance. A copy of each charter is available free of charge to any shareholder upon request sent to the Corporate Secretary at Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043.

The following table summarizes the current membership of the Board and each of its committees as well as the number of times each met during 2023. Members were elected to each committee based upon the recommendation of the Corporate Governance and Nominating Committee followed by a vote of the Board. Each member of each committee is "independent" as defined by applicable NYSE and SEC rules.

Board Attendance

During 2023, the Board held a total of eleven meetings. Each director attended 75% or more of the total meetings of the Board held during the time such director was a member, and each director attended 75% or more of the total meetings of the committees on which such director served.

Executive Sessions of Directors

Non-management directors regularly meet in executive sessions following Board and committee meetings without any members of management being present and at which only those directors who meet the independence standards of the NYSE are present, provided, however, that committees do occasionally meet with individual members of management, including the Chief Executive Officer, by invitation during executive sessions. The independent Chairman presides at executive sessions of the independent directors. In the case of an executive session of independent directors held in connection with a committee meeting, the Chair of the applicable committee presides.

Audit Committee

The Audit Committee currently is composed of four independent directors: Ms. Nelson, Chair, Ms. Glassman, and Messrs. Lovoi and Transier. The Audit Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibility to our shareholders, potential shareholders, the investment community and others relating to: (i) the integrity of our financial statements, (ii) the effectiveness of our internal control over financial reporting, (iii) our compliance with legal and regulatory requirements, (iv) the performance of our internal audit function and independent registered public accounting firm and (v) the independent registered public accounting firm's qualifications and independence. Among its duties, all of which are more specifically described in the Audit Committee charter, which was most recently amended in May 2022, the Audit Committee:

Audit Committee Independence

The Board has affirmatively determined that all members of the Audit Committee (i) are considered "independent" as defined under NYSE Rule 303A and (ii) meet the criteria for independence set forth in Exchange Act Rule 10A-3(b)(1).

Designation of Audit Committee Financial Experts

The Board has determined that each member of the Audit Committee is financially literate and that Ms. Nelson and Mr. Transier are "audit committee financial experts," as that term is defined in the rules promulgated by the SEC pursuant to the Sarbanes-Oxley Act of 2002, and have financial management expertise as required by the NYSE listing rules. For more information regarding the Audit Committee, see the "Report of the Audit Committee" on page 35.

Compensation Committee

The Compensation Committee currently is composed of four independent directors: Mr. Lovoi, Chair, Ms. Harris, and Messrs. Gatti and Little. The Compensation Committee is appointed by the Board to assist the Board in discharging its responsibilities relating to the compensation of our executive officers. The Compensation Committee has the responsibilities described in the Compensation Committee charter, which was most recently amended in December 2022, including the overall responsibility for reviewing, evaluating and approving Helix's executive officer compensation plans, policies, programs and agreements (to the extent such agreements are considered necessary or appropriate by the Compensation Committee). The Compensation Committee is also responsible for reviewing and recommending to the Board whether the "Compensation Discussion and Analysis" should be included in our proxy statement. Among its duties, all of which are more specifically described in its charter, the Compensation Committee has the responsibility to:

Compensation Committee Independence

The Board has affirmatively determined that all members of the Compensation Committee are considered "independent" as defined under NYSE Rule 303A.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee currently is composed of four independent directors: Mr. Gatti, Chair, Mmes. Glassman and Harris, and Mr. Little. The Corporate Governance and Nominating Committee is appointed by the Board to take a leadership role in shaping the corporate governance and business standards of the Board and Helix. The Corporate Governance and Nominating Committee identifies individuals qualified to become Board members, consistent with criteria approved by the Board, oversees the organization of the Board to discharge the Board's duties and responsibilities properly and efficiently, and identifies best practices and recommends corporate governance principles, including giving proper attention and effective responses to shareholder concerns regarding corporate governance.

The Corporate Governance and Nominating Committee has the responsibilities specifically described in the Corporate Governance and Nominating Committee charter, which was most recently amended in February 2022, and the Corporate Governance Guidelines, including the responsibility to:

Sustainability

The Corporate Governance and Nominating Committee is responsible for matters related to ESG, including:

Director Nomination Process

Process for Director Nominations - Shareholder Nominees

The policy of the Corporate Governance and Nominating Committee is to consider properly submitted recommendations of director nominees by shareholders as described below under "Identifying and Evaluating Nominees for Directors." In evaluating these nominations, the Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability and to address the membership criteria set forth below under "Director Qualifications and Diversity." Any shareholder recommendations for director nominees for consideration by the Corporate Governance and Nominating Committee should include the nominee's name and qualifications for Board membership and should be addressed to the Corporate Secretary, Helix Energy Solutions Group, Inc., 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. In addition, our By-laws permit shareholders to nominate directors for consideration at an Annual Meeting of Shareholders. However, in order to be considered at this year's Annual Meeting, nominations were required to be received by us prior to the date of this proxy statement.

Neither the Corporate Secretary nor the Corporate Governance and Nominating Committee received any recommendations for director nominees from any shareholder or group of shareholders during 2023 or to date in 2024. As such, Ms. Glassman, Mr. Gatti and Mr. Kratz are the only directors standing for election at the Annual Meeting.

Shareholders may nominate persons for election to the Board to be considered at next year's Annual Meeting of Shareholders in accordance with the procedure set forth on page 89.

Director Qualifications and Diversity

The Corporate Governance and Nominating Committee has established certain criteria with respect to the desired skills and experience for prospective Board members, including those candidates recommended by the committee and those properly nominated by shareholders. The Board, with the assistance of the Corporate Governance and Nominating Committee, selects potential new Board members using criteria and priorities established from time to time. Desired personal qualifications for director nominees include industry knowledge, intelligence, insight, practical wisdom based on experience, the highest professional and personal ethics and values, leadership skills, integrity, strength of character and commitment. Nominees should also have broad experience at the policy-making level in business and possess a familiarity with complex business organizations and one or more of our business lines or those of our customers. Nominees should have the independence necessary to make an unbiased evaluation of management performance (including with respect to Compensation Committee responsibilities) and effectively carry out their oversight responsibilities, and be committed to enhancing shareholder value. Nominees should have sufficient time to carry out their duties. Service on other boards of public companies should be limited to a number that permits nominees, given their individual circumstances, to perform responsibly all director duties to Helix and our shareholders. Specifically, in accordance with our Corporate Governance Guidelines, our directors may not serve on the boards of more than three public companies other than Helix or, if the director is the Chief Executive Officer of Helix or the equivalent of another public company, on the boards of more than one public company other than Helix. Each director must represent the interests of our shareholders.

The Board defines diversity expansively and has determined that it is desirable to have diverse viewpoints, professional experiences, backgrounds (including gender, race, ethnicity and educational backgrounds) and skills, with the principal qualification of a director being the ability to act effectively on behalf of Helix's shareholders. In accordance with our Corporate Governance Guidelines, in order to promote Board diversity, any initial list of director candidates developed by the Corporate Governance and Nominating Committee to fill any vacancy in Board membership should include one or more qualified candidates who are diverse in either gender, race and/or ethnicity, and any third-party consultant engaged by or on behalf of the Corporate Governance and Nominating Committee to assist in developing any such initial list shall be requested to include one or more of such candidates.

Identifying and Evaluating Nominees for Directors

The Corporate Governance and Nominating Committee utilizes a variety of methods for identifying and evaluating director nominees. The committee regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected, due to retirement or otherwise, which the Board would seek to fill. In the event that vacancies are anticipated or otherwise arise which the Board would seek to fill, the Corporate Governance and Nominating Committee considers various potential candidates for director. Candidates may come to the attention of the committee through current Board members, professional search firms, shareholders or other parties. These candidates are evaluated at regular or special meetings of the Corporate Governance and Nominating Committee, and may be considered at any point during the year.

As described above, the Corporate Governance and Nominating Committee considers properly submitted recommendations of director nominees by shareholders. Following verification of the shareholder status of persons proposing director nominees, recommendations are considered by the Corporate Governance and Nominating Committee at a regularly scheduled meeting, which is generally its first or second meeting prior to the issuance of the proxy statement for the Annual Meeting of Shareholders. If any materials are provided by a shareholder in connection with the shareholder's recommendation of a director nominee, those materials are forwarded to the Corporate Governance and Nominating Committee.

The Corporate Governance and Nominating Committee may also review materials provided by current Board members, professional search firms or other parties in connection with a nominee who was not proposed pursuant to a shareholder recommendation. In evaluating all nominations, the Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the Board.

Compensation Committee Interlocks and Insider Participation

During 2023, no member of the Compensation Committee was an officer or employee of Helix or any of our subsidiaries, nor was formerly an officer of Helix or any of our subsidiaries, nor had any relationships requiring disclosure by us under Item 404 of Regulation S-K under the Exchange Act.

During 2023, no executive officer of Helix served as (i) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one or more of whose executive officers served on the Compensation Committee of the Board, (ii) a director of another entity, one or more of whose executive officers served on the Compensation Committee of the Board or (iii) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one or more of whose executive officers served as a member of the Board.

Director

Compensation

2023 Director Compensation Table

The following table sets forth compensation that was earned or paid during the one-year period ended December 31, 2023 for each member who served on the Board during all or part of 2023.

(Footnotes continue on following page.)

Additionally, on December 6, 2023, each non-employee director was issued 17,007 shares of restricted stock having a grant date fair value of $150,000 representing their annual grant for future Board service.

As of December 31, 2023, unvested restricted stock held by each non-employee director who served during all or part of 2023 is as follows:

Summary of Director Compensation and Procedures

In 2023, our non-employee director compensation structure had three components: (i) director, Chairman of the Board and committee Chair retainers, (ii) committee retainers and (iii) annual equity-based compensation currently in the form of restricted stock awards. We also reimburse our non-employee directors for their reasonable out-of-pocket expenses related to attending Board and committee meetings. We re-evaluate director compensation on an annual basis based on the compensation of directors by companies in our Benchmarking Peer Group and other relevant facts and circumstances. For more information on our Benchmarking Peer Group, see the "Compensation Discussion and Analysis - Competitive Benchmarking Process" starting on page 46.

In 2023, our non-employee director cash retainers were as follows, in each case paid on a quarterly basis:

Non-employee directors have the option of taking Board and committee retainers and fees (but not expenses) in the form of restricted stock, pursuant to the terms of our 2005 Long Term Incentive Plan. An election to take retainers and fees in the form of cash or stock is made by directors prior to the beginning of the subject fiscal year (and if no election is made, retainers and fees are paid in cash). Directors taking retainers and fees in the form of restricted stock receive a stock award for service during a quarter on or about the first business day of the next quarter in an amount equal to 125% of the cash equivalent of his or her retainers and fees, with the number of shares determined by the closing stock price on the last trading day of the fiscal quarter for which the retainers and fees were earned. These awards fully vest two years after the first day of the year in which the grant is made. Ms. Harris and Mr. Gatti elected to take retainers and fees earned in 2023 in the form of restricted stock. Ms. Harris has elected to take retainers and fees in the form of restricted stock for 2024.

Upon joining the Board and on the date of each regularly scheduled December Board meeting thereafter, a director receives a grant of restricted stock, with a grant value of $150,000 and a one-year vesting term. These grants are made pursuant to the terms of our 2005 Long Term Incentive Plan. All grants are subject to immediate vesting on the occurrence of a Change in Control (as defined in the 2005 Long Term Incentive Plan). The grant of stock options is not currently an element of director compensation.

Certain

Relationships

Related Party Transactions

In accordance with its charter, the Audit Committee is responsible for reviewing and approving the terms and conditions of all related party transactions. The Audit Committee has adopted a written Statement of Policy With Respect to Related Party Transactions, which was most recently amended in May 2023. It is our policy to approve and enter into transactions with a related party (as defined below) only when the Board, acting through the Audit Committee, determines that a transaction with a related party is in, or not inconsistent with, the best interests of Helix and our shareholders. The Audit Committee will consider all relevant facts and circumstances available to the Audit Committee to determine whether a related party transaction is in, or not inconsistent with, those best interests, including the benefits to us, the impact on a director's independence if the related party is a director or a party related to a director, the availability of other sources for the product or services, the terms of the transaction and the terms available from unrelated third parties. The policy covers any transaction, arrangement or relationship in which we are a participant and in which a related party has a direct or indirect interest, other than transactions available to all employees generally or transactions involving less than $120,000. A "related party" includes any person that served as an executive officer or director of Helix during the last fiscal year, a person that beneficially owns more than 5% of any class of our outstanding voting securities, and a person that is an immediate family member of either of the foregoing or an entity that is controlled by any of the foregoing.

During 2023, as required to be reported under Item 404 of Regulation S-K, Helix was not a party to any transaction or series of transactions in which a related party had or will have a direct or indirect material interest, other than the compensation arrangements (including with respect to equity compensation) described in "Director Compensation" above and "Executive Compensation" below.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has adopted procedures for pre-approving all audit services, review and attest engagements, and permissible non-audit services to be performed by the independent registered public accounting firm. These procedures include reviewing an annual budget for audit and permissible non-audit services. The budget includes a description of, and a budgeted amount for, particular categories of audit and permissible non-audit services that are recurring in nature and therefore anticipated at the time the budget is submitted. During the year, circumstances may arise such that it becomes necessary to engage the independent registered public accounting firm for services in excess of those contemplated by the budget or for additional services. The Audit Committee charter includes specific pre-approval procedures with respect to tax-related services.

The Audit Committee charter delegates pre-approval authority in certain circumstances to the Chair of the Audit Committee, provided the Chair reports any approvals to the Audit Committee at its next meeting. For all types of pre-approval, the Audit Committee considers whether these services are consistent with the SEC rules regarding auditor independence.

The Audit Committee periodically monitors the services rendered and actual fees paid to the independent registered public accounting firm to ensure that these services are within the parameters approved by the Audit Committee. None of the fees in 2023 were for services approved by the Audit Committee pursuant to the de minimisexception in Rule 2-01 of Regulation S-X.

All fiscal year 2023 professional services by KPMG LLP were pre-approved.

Report of the

Audit Committee

The Audit Committee has reviewed and discussed the audited financial statements of the Company for the year ended December 31, 2023 with management, our internal auditors, and KPMG LLP, the Company's independent registered public accounting firm ("KPMG"). In addition, the Audit Committee has discussed with KPMG the matters required to be discussed under applicable Public Company Accounting Oversight Board ("PCAOB") requirements, including Auditing Standard No. 1301, Communications with Audit Committees (AS 1301) and the applicable rules of the Securities and Exchange Committee ("SEC"). The Sarbanes-Oxley Act of 2002 ("SOX") requires certifications by the Company's Chief Executive Officer and Chief Financial Officer in certain of the Company's filings with the SEC. The Audit Committee discussed the review of the Company's reporting and internal controls undertaken in connection with these certifications with the Company's management and KPMG. The Audit Committee also reviewed and discussed with the Company's management and KPMG their respective reports on internal control over financial reporting in accordance with Section 404 of SOX. The Audit Committee has further periodically reviewed such other matters as it deemed appropriate, including other provisions of SOX and rules adopted or proposed to be adopted by the SEC and the New York Stock Exchange.

The Audit Committee also has received the written communications from KPMG regarding the auditor's independence pursuant to the applicable requirements of the PCAOB Ethics and Independence Rule 3526, and it has reviewed, evaluated and discussed the written disclosures with KPMG and its independence from the Company. The Audit Committee also has discussed with the Company's management and KPMG such other matters and received such assurances from them as it deemed appropriate.

Based on the foregoing review and discussions and relying thereon, the Audit Committee recommended to the Company's Board of Directors the inclusion of the Company's audited financial statements for the year ended December 31, 2023 in the Company's Annual Report on Form 10-K for such year filed with the SEC.

The Audit Committee:

Amy H. Nelson, Chair

Diana Glassman

John V. Lovoi

William L. Transier

This report is not deemed to be incorporated by reference in any filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this report by reference.

Proposal 2:

Ratification of Independent

Registered Public Accounting Firm

KPMG served as our independent registered public accounting firm in 2023, having provided audit and financing services since their appointment in May 2016.

Our Audit Committee has the authority to retain, oversee, evaluate and terminate our independent registered public accounting firm. Pursuant to such authority, the Audit Committee has appointed KPMG, an independent registered public accounting firm, as auditors to examine the financial statements of Helix for the fiscal year ending December 31, 2024, and to perform other appropriate accounting services.

Although our By-laws do not require that shareholders ratify the appointment of KPMG as our independent registered public accounting firm, the Board has determined to submit the selection of KPMG for ratification by the shareholders. If the shareholders do not ratify the appointment of KPMG, the adverse vote will be considered as a direction to the Audit Committee to consider selecting other auditors for the next fiscal year. However, it is contemplated that the appointment for the fiscal year ending December 31, 2024 will be permitted to stand unless the Audit Committee finds reasons for making a change. It is understood that even if the selection of KPMG is ratified, the Audit Committee, in its discretion, may direct the appointment of a new independent registered public accounting firm at any time during the year if the Audit Committee feels that such a change would be in the best interests of Helix and our shareholders.

We expect that representatives of KPMG will attend the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions.

Fees for professional services provided by our independent registered public accounting firm in each of the last two fiscal years in each of the following categories were:

Vote Required

The ratification of KPMG requires the affirmative vote of holders of a majority of the shares of common stock present or represented and entitled to vote on the proposal at the Annual Meeting.

Compensation Discussion

and Analysis

This Compensation Discussion and Analysis ("CD&A") describes Helix's 2023 executive compensation program, including the philosophy behind the program, how the Compensation Committee made compensation decisions in 2023, and the level and elements of 2023 compensation for each of our "named executive officers" ("NEOs"). The Compensation Committee encourages you to read this CD&A carefully and consider it when conducting your "say on pay" vote on the 2023 compensation of our NEOs. Although this is a non-binding advisory vote, the Compensation Committee considers the outcome of the vote when making future compensation decisions.

Executive Summary and Recommendation

Executive Summary

For 2023 our four NEOs consisted of the following individuals, who are our only executive officers:

As shown throughout this CD&A, in upholding our commitment to our shareholders, for 2023 compensation the Compensation Committee continued to:

The Compensation Committee and management believe that the Company's 2023 executive compensation:

Recommendation

For these reasons, the Board recommends that shareholders vote to approve the 2023 compensation of Helix's NEOs.

Company Highlights

Helix and Industry Overview

Helix is an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and full field decommissioning operations. Our services are key in supporting a global energy transition by maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields, and supporting renewable energy developments. We provide a range of services to the oil and gas and renewable energy markets primarily in the Gulf of Mexico (deepwater and shelf), U.S. East Coast, Brazil, North Sea, Asia Pacific and West Africa regions.

Demand for our services is primarily influenced by the condition of the oil and gas and the renewable energy markets and, in particular, the willingness of offshore energy companies to spend on operational activities and capital projects. The performance of our business is largely affected by the prevailing market prices for oil and natural gas. Demand for decommissioning, which includes a variety of services such as well plug and abandonment ("P&A") and removal of associated infrastructure, seabed reclamation and remediation, and site inspections, is affected by commodity prices as well as governmental regulations and political forces globally. We support the energy transition to renewable energy through our services in offshore wind farm developments, with demand for our services affected by factors including the pace of consumer shift towards renewable energy sources, global electricity demand, technological advancements, geographic expansion of offshore renewable energy projects, and government subsidies for renewable energy projects.

Oil prices came down from their highs in 2022 but have remained robust during 2023. Global demand for oil continues to experience growth, and we expect the current market conditions will support continued customer spending for the industry. Despite the current commodity price environment, uncertainties to commodity price stability persist. We expect these factors will continue to contribute to commodity price volatility with the potential to temper customer spending for oil and gas projects.

We are seeing oil and gas companies continue to invest in long-cycle exploration projects in addition to maintaining and/or increasing production from their existing reserves. We also expect growth in our renewables services as the energy market transitions to continued renewable energy developments. Lastly, as the subsea tree base expands, as government regulations continue to place stronger emphasis on decommissioning aged wells, and as customers shift resources to renewable energy, the demand for P&A services should grow. We believe that we have a competitive advantage in performing these services efficiently. For a more comprehensive discussion of our economic outlook and industry influences, see Item 7-Management's Discussion and Analysis of Financial Condition and Results of Operations, beginning on page 35 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 29, 2024 (our "2023 Annual Report").

Helix Performance

Helix's 2023 executive compensation, to which this CD&A relates, reflected our strong operating performance. During 2023, we continued to reap the benefits of our energy transition strategy with significant improvements in our results as compared to 2022. Utilization and rates improved across all of our operating segments in 2023, benefitting from a strong oil and gas market, continued customer demand for our renewables offerings and robust decommissioning demand across the globe. We executed a number of transactions during 2023 that demonstrate our commitment to our strategy and outlook for the markets we serve, including entering into charter agreements and extensions, acquiring assets to be used in our shallow water decommissioning operations in the Gulf of Mexico, and extending our agreement for services for the Helix Producer 1.

Our expectations and goals align with the underlying belief that fossil fuels will not be eliminated from consumption, but rather there will be a gradual global transition from relying primarily on fossil fuels to a more balanced approach that includes renewable energy, such as wind farms and other alternative fuels. Our services facilitate both the responsible transition from a carbon-based economy and extending the value and therefore the life cycle of underutilized wells, which in turn mitigates the need to drill new wells.

1	Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. For a reconciliation of these financial measures to reported net income (loss), cash flows from operating activities and long-term debt, respectively, see "Non-GAAP Financial Measures" on pages 37-38 of our 2023 Annual Report.

2	Represents net income (loss) attributable to common shareholders.

Representative of our strong balance sheet, ample liquidity, expectations of a robust offshore services market and our positive financial outlook, in February 2023 the Board authorized a share repurchase program of up to $200 million. We believe the program will be beneficial to and in the best interests of the Company and its shareholders, and should allow us to increase shareholder value while maintaining adequate cash and liquidity to fund our operations and investment opportunities.

We made significant improvements in our balance sheet in 2023, simplifying our capital structure by extending the maturity of our debt by issuing $300 million of Senior Notes due 2029 in order to repurchase and retire our Convertible Senior Notes due 2026 and eliminate the associated potential dilution overhang. We continue to execute on our capital allocation philosophy and use Free Cash Flow to maintain low levels of net debt and high levels of liquidity, invest in targeted acquisitions that complement and further our strategy, and return value to shareholders through share repurchases.

Understanding these metrics helps depict the strong performance and overall financial health of our Company, the prudence with which we navigated recent challenges, and our positioning to continue capitalizing on the current market. In 2023 we continued to adapt to our environment and position ourselves for future success. Looking ahead, despite a backdrop of a somewhat uncertain macro environment globally, we expect to deliver another strong year of performance.

We remain committed to working hard for our shareholders in every type of market environment, managing through down cycles and volatility and capitalizing on opportunities. We strive to:

How Our Compensation Program Works

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.

Executive Compensation Process

The executive compensation process is led by the Compensation Committee, which has overall responsibility for reviewing, evaluating and approving Helix's executive compensation policies, plans, programs and agreements. Our management provides input on performance and achievements, and an independent compensation consultant provides competitive market data and advises the Compensation Committee on program design.

The following summarizes the allocation of responsibilities associated with our executive compensation program:

Competitive Benchmarking Process

As part of the compensation decision making process, the Compensation Committee seeks to establish executive base pay within a competitive range of the appropriate peer group median, with an opportunity to earn greater overall compensation in the event such is warranted by our performance. The exact level of targeted compensation for each NEO varies based on the individual's role in Helix, his or her experience, and his or her contribution to our success, among other factors.

For 2023 compensation, the Compensation Committee retained WTW as its independent compensation consultant. The Compensation Committee determined that WTW is independent from Helix's management, based on information received from WTW including information responsive to six specifically listed factors set forth in the NYSE rule requiring that compensation committees consider factors relevant to a consultant's independence in connection with the consultant's engagement.

Given the complexities of Helix's services, potential competitors and other special characteristics, we have bifurcated our compensation peer groups into (i) a customized Benchmarking Peer Group for purposes of compensation comparators and (ii) a formulaically selected Performance Peer Group for purposes of measuring the Company's performance in connection with long-term incentive-based compensation. This bifurcation allows the Compensation Committee to account for our unique business model while at the same time continuing to hold executives accountable for our relative performance against a broader set of industry-specific companies.

For benchmarking purposes, the Compensation Committee compares the compensation for each element of pay (salary, STI, target total cash, long-term incentives and target total direct compensation) for each NEO position to the compensation paid for similar positions by companies in our Benchmarking Peer Group, as set forth in those companies' most recently available public disclosures. WTW proposes companies to be included in the Benchmarking Peer Group and the methodology for selecting that peer group, and consults with management to confirm that the most appropriate companies are selected, including from the perspective of similarity of business lines and competitors for talent. The Compensation Committee then reviews and, as it may deem appropriate, approves the Benchmarking Peer Group for the applicable compensation year.

In determining our Benchmarking Peer Group, we strive to define the market for our executive talent using a sizable group of companies that are comparable to us in both line of business and size. We operate purpose-built well intervention vessels and equipment, bespoke trenchers and other robotics assets, and following the Alliance acquisition in 2022 we operate an even more diversified asset base including liftboats, offshore supply vessels, dive support vessels and a heavy lift derrick barge. Our operations are geographically dispersed throughout the world. There is no other singular company whose service offerings are substantially identical to ours. Certain of our competitors are considerably larger with greater financial and other resources; others may be smaller and willing to take on additional risks. We compete with drilling rigs for certain work, but we are not a drilling company. Many of our principal competitors are international companies that compensate their executives differently from U.S. companies for a variety of reasons and/or do not disclose the same type of compensation information as U.S. companies do. In sum, we are proud to be a unique provider of offshore solutions, and we work diligently to identify the best possible peer groups of companies against which to compare ourselves.

During 2022 the Compensation Committee with guidance from WTW conducted a Benchmarking Peer Group review to identify the most appropriate peer companies for the 2023 compensation decision making process. As part of its process the Compensation Committee reviewed the Company's then-current benchmarking peers and conducted a screen of U.S. publicly traded companies using several defined criteria, including relevant Global Industry Classification Standard (GICS) codes, revenues and business/product descriptions most closely resembling those of Helix; secondary screening factors included a potential peer's EBITDA, market capitalization and TSR performance. WTW then utilized a "peers of peers" analysis of those companies with which Helix was most likely competing for executive talent, and throughout the year supplemented its analyses using compensation survey data and other relevant reference points.

Ultimately, the Compensation Committee selected the following peer companies to be utilized as the 2023 Benchmarking Peer Group:

The companies comprising the 2023 Benchmarking Peer Group were at their time of selection in the view of the Compensation Committee the best and most appropriate companies for benchmarking compensation within our industry. The Compensation Committee will continue to review and monitor the Benchmarking Peer Group on an annual basis and select peers based on appropriate screening criteria, metrics and competition for executive talent.

Compensation Philosophy and Objectives

Helix's compensation program is 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 our business goals and the creation of sustainable value in all business cycles, leading to shareholder value creation.

The following table summarizes the objectives of Helix's executive compensation program and the particular compensation practices that support each objective:

Implementing our business model and strategy in a cyclical business environment requires input from highly qualified, experienced and technically proficient executive officers. We rely on our executive officers to operate effectively in both positive and negative industry environments. They are charged with being able to develop and execute Helix's strategies to achieve value for shareholders through all fluctuations of our business. We believe our executive compensation program helps us attract, retain and motivate such personnel through a range of business cycles.

We emphasize performance incentives designed to align with our performance-based compensation philosophy. We strive to pay base salaries for our executives near the median level compared to our benchmark peers and to allow our executives to earn greater levels of short-term and long-term compensation in the event such is warranted by our performance. The Compensation Committee developed a system whereby both the structure and results of our 2023 executive compensation program are appropriate based on the Company's navigation of and responses to global and industry-specific challenges, and shareholder return relative to our industry peers.

Consideration of Risk

Our compensation program is intended to be balanced and primarily focused on the long term, which is consistent with our strategy and business model. The greatest amounts of compensation can be achieved through consistent, superior performance over sustained periods of time. In addition, significant amounts of compensation, specifically long-term incentive awards, are paid out over time. These practices, along with our Clawback Policies, stock ownership guidelines and a policy prohibiting NEOs from hedging and limiting NEOs' pledging of Helix stock, incentivize our executives to manage Helix for the longer term, while discouraging them from taking undue risk in the short term.

Tax Considerations

The Compensation Committee and Helix management consider the accounting and tax impacts of various compensation elements when designing our executive compensation program and making other compensation decisions. These considerations, however, are secondary to meeting the overall objectives of our executive compensation program.

Under Section 162(m) of the Internal Revenue Code of 1986, as amended, all compensation (other than certain grandfathered arrangements) paid to each "covered employee" (as defined this Section) in excess of $1 million is non-deductible by Helix for U.S. federal income tax purposes. Although the Compensation Committee does consider the accounting and tax impacts of its compensation decisions, it may approve compensation in excess of the $1 million deduction limitation in order to maintain competitive levels of compensation for our executive officers. Tax deductibility does not drive the Compensation Committee's compensation decisions, and as a result, certain compensation paid to our NEOs may not be deductible by Helix. The Compensation Committee will continue to take into account all applicable facts and circumstances in exercising its business judgment with respect to appropriate executive compensation program design.

Clawback Policies

As described above and as previously disclosed, in 2019 we adopted an Incentive Award Recoupment Policy, or "clawback" policy, that provided for recoupment of executive compensation, whether cash or equity, in certain circumstances. In order to comply with the final clawback rules adopted by the SEC under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended ("Rule 10D-1"), and the Listing Standards (together with Rule 10D-1, the "Final Clawback Rules"), in September 2023 the Board adopted the Clawback Policies.

The Mandatory Recoupment Policy provides for the mandatory recovery of erroneously awarded incentive compensation from current and former officers of the Company as defined in Rule 10D-1 (including all NEOs) in the event the Company is required to prepare an accounting restatement as specified in the Mandatory Recoupment Policy. Under the Mandatory Recoupment Policy, the Board may recoup erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.

The Supplemental Recoupment Policy allows for the recoupment of compensation from all NEOs in certain other circumstances, including the determination of misconduct causing material financial, operational or reputational harm to the Company. Notably, the Supplemental Recoupment Policy authorizes the recovery of time-vested awards such as restricted stock and RSU awards.

The Clawback Policies are effective as of September 18, 2023 and supersede the Company's previously disclosed Incentive Award Recoupment Policy, which was adopted by the Board in 2019.

Stock Ownership Guidelines

We have in place stock ownership guidelines for our Section 16 officers and our independent directors. These covered persons have five years from the date they become subject to the guidelines to accumulate the equity necessary to comply with the guidelines. The forms of equity ownership that can be used to satisfy the guidelines include shares of our common stock owned directly, shares of our common stock owned indirectly (e.g., by a spouse or a trust), time-vesting restricted stock and time-vesting RSUs. The ownership guidelines are as follows:

The value of an individual's holdings is based on the average closing price of a share of our common stock for the previous calendar year. There are penalties for non-compliance, which may include the retention of a portion of the participant's vested shares or the participant receiving grants of equity in lieu of cash compensation until compliance is achieved; waivers may be granted for certain hardship issues. As of December 31, 2023, all of our directors and Section 16 officers were in compliance with the stock ownership guidelines. Only Brent Arriaga, who was named a Section 16 officer as our Chief Accounting Officer and Corporate Controller in December 2021, does not currently hold the equity necessary to comply with the guidelines, but he is within the five-year window in which to achieve compliance.

Hedging and Pledging Policy

Helix considers it inappropriate for any director, officer or employee to enter speculative transactions in our stock. Therefore, we have a policy that prohibits the purchase or sale of puts, calls or options based on our securities, or the short sale of our securities. Directors, officers and other employees may not purchase Helix securities on margin. The policy prohibits the hedging of our stock and imposes discrete and stringent limitations on the ability to pledge Helix stock.

Because much of the compensation of our executives - and potentially their net worth - consists of or is based on Helix stock, our executives may prefer to pledge stock as collateral for a loan or indebtedness rather than selling Helix stock to meet cash needs. However, any significant sale of that collateral into the market may have adverse consequences (at least in the short term) on our stock price. Accordingly, Helix policy provides that directors and officers may pledge our stock only if the pledged stock does not exceed:

In addition, every pledge transaction must be specifically approved by the Board. In assessing a potential pledging transaction, the Board may consider any factors it deems appropriate and relevant, including whether the indebtedness secured by the pledged stock is non-recourse, whether the director or officer has other assets to satisfy the loan or indebtedness, whether the stock pledged was purchased (as opposed to granted as compensation by Helix), and any mechanisms in the pledge transaction that are in place to avoid undesirable transactions in Helix's securities.

2023 Executive Compensation Components

For 2023, the primary components of compensation for our NEOs consisted of:

We use each element of compensation to satisfy one or more of our stated compensation objectives. The Compensation Committee's goal is to achieve the appropriate balance between short-term cash incentives for achievement of stretch annual financial performance targets and long-term incentives to promote achievement of sustained value over the longer term.

The following table sets forth the total target compensation awarded in 2023 for each NEO, broken out by base salary, STI target and grant date fair value of long-term incentive awards. Following that table is a more detailed discussion of each element of our NEOs' 2023 compensation.

Base Salary Determination

In establishing base salaries for our executive officers, the Compensation Committee considers a number of factors, including: job responsibilities, individual contributions, level of experience and benchmarking peer company data. Individual NEO base salaries are generally established at the December meeting of the Compensation Committee in the prior year.

For 2023, the Compensation Committee determined the base salary for each of our NEOs would remain 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.

Short-Term Cash Incentive 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. We typically align our annual short-term cash incentive program for executive officers with that of our onshore workforce. The STI program consists of a cash opportunity designed to reward employees, including our executive officers, for the achievement of certain stretch corporate financial goals. Payouts, if earned, are typically made in March of the year following the applicable performance year.

The STI target for each executive officer is expressed as a percentage of base salary. Individual NEO STI targets are generally established at the December meeting of the Compensation Committee in the prior year (at the same time base salary and long-term incentive awards are determined), and STI program design and metrics are generally established at the Compensation Committee's first regular meeting of the applicable year. In February 2023, the Compensation Committee approved the 2023 STI program for Helix's executive officers, reaffirmed that achieving a certain level of Adjusted EBITDA was again viewed as the key near-term financial objective for Helix and its shareholders, and therefore established that Adjusted EBITDA would serve as the primary financial metric for determining 2023 STI performance. Further, in recognition of the importance of sustainability among our stakeholders, the Compensation Committee, with input from management and its independent compensation consultant, determined to add a balanced scorecard of new ESG-related KPIs to the 2023 STI program. Under the 2023 STI program, Adjusted EBITDA accounted for ninety percent (90%) of an individual's STI target, and the ESG scorecard accounted for ten percent (10%). As with prior years' programs, there was for 2023 a "stretch" element- to earn a target payout, Adjusted EBITDA had to exceed the Company's Board-approved 2023 annual budget. This approach was designed to provide executives and employees an STI payment that would be meaningful if a certain financial performance level was achieved, but not in an amount that would negatively affect Adjusted EBITDA if the Company did not achieve its budget.

Set forth below are the 2023 Adjusted EBITDA thresholds at which various levels of STI payouts could be earned, in each case accounting for 90% of an individual's STI target:

The remaining 10% of an individual's STI target could be earned based on achievement under KPIs related to Emissions, Safety and Engagement, each of which was determined by the Compensation Committee as drivers for positive behaviors designed to enhance shareholder value. Whereas an individual could achieve greater than his or her STI target by out-performing certain levels of Adjusted EBITDA, the ESG-related component was not subject to an upwards adjustment factor in excess of the 10%.

No executive officer could earn an STI payout in excess of his or her individual maximum level set by the Compensation Committee. Thus, it was possible for an NEO to earn an STI payout below or above his or her target amount, but not above the maximum level. In addition, pursuant to the terms of the 2023 STI program, notwithstanding the stated performance metrics, any individual executive officer's bonus for 2023 could be adjusted upward or downward in the discretion of the Compensation Committee.

Our CEO's target STI percentage has not changed since 2014 and there were no increases to the 2023 target STI percentages of our other NEOs.

Below are our NEOs' target and maximum STI levels for 2023:

Set forth below are the 2023 STI targets and actual payouts for each NEO. For 2023, Helix reported Adjusted EBITDA of $273 million, significantly exceeding the Board-approved 2023 annual budget, resulting in a 196% payout under the portion (90%) of the STI relating to achievement of Adjusted EBITDA goals. Notwithstanding that the Compensation Committee and executive management believed the Company achieved each of the ESG-related KPIs articulated in the STI program, in continuing efforts to emphasize and promote our Safety culture, executive management's recommended, and the

Compensation Committee affirmed, that management not be awarded compensation under the program's Safety and Engagement metrics, and that management only be awarded a prorated amount of the portion (10%) of the STI relating to achievement of the ESG metrics for Emissions. Accordingly, our NEOs were each paid STI at 179.8% of target, as follows:

Long-Term Incentive Program

The Compensation Committee believes that equity-based incentive awards serve to align the economic interests of our executive officers with those of our shareholders. Restricted stock, RSU and PSU awards provide proper incentives to avoid undue risk taking while increasing long-term shareholder value. In addition, these awards are an important retention tool with respect to our NEOs.

Issuances of restricted stock, RSUs and PSUs are made pursuant to our 2005 Long-Term Incentive Plan (as amended and restated, our "Plan") and are governed by the terms of the Plan in addition to the terms and conditions stated in the applicable award documents.

Individual NEO long-term incentive program design and metrics, as well as the value of long-term incentive awards, are generally established at the December meeting of the Compensation Committee in the prior year (at the same time base salary and STI targets are determined). In determining the value of each NEO's long-term incentive award, the Compensation Committee reviews the data provided by its independent compensation consultant, and takes into consideration historical awards and the CEO's recommendation.

2023 Long-Term Incentive Awards

For 2023, the long-term incentive awards consisted of: (1) 50% in the form of a performance-contingent cliff-vesting PSU award, the payout of which (if any) is measured by our performance and is based in equal parts on our (a) TSR compared to that of a formulaically selected performance peer group and (b) generation of Free Cash Flow compared to a pre-established benchmark, in each case over a three-year performance period; and (2) 50% in the form of a time-vesting RSU award. PSUs and RSUs granted in 2023 are payable in either stock, cash or a combination thereof, in the discretion of the Compensation Committee.

In December 2022 the Compensation Committee determined, in consultation with WTW and supported by market data of our 2023 Benchmarking Peer Group, that the 2023 long-term incentive award for Mr. Kratz would remain at $3.6 million, and the long-term incentive awards for each of Messrs. Sparks, Staffeldt and Neikirk would increase to $1.375 million, $1.3 million and $950,000, respectively.

Set forth below are the long-term incentive awards granted in January 2023 to each of our NEOs:

2023 PSU Awards

In January 2023, each NEO received a PSU award pursuant to our Plan. Each unit represents the contingent right to receive either (a) one share of our common stock or (b) cash representing the fair market value of one share of our common stock, at the end of a three-year period based equally on our TSR relative to that of the companies in a formulaically selected performance peer group and our Free Cash Flow compared to a pre-established benchmark, subject to the terms and conditions of our Plan. The maximum payout that may be achieved at vesting, whether paid in stock or cash, is 200% of the number of units awarded, and the minimum payout that may be achieved is zero. The PSUs granted in 2023 are payable in either stock, cash or a combination thereof, in the discretion of the Compensation Committee and subject to the terms and conditions of our Plan.

For 2023 the Compensation Committee again established a Performance Peer Group, separate from our Benchmarking Peer Group, to measure Helix's comparative TSR performance under the 2023 PSU awards. The 2023 Performance Peer Group was established formulaically, beginning with the 2023 Benchmarking Peer Group, eliminating companies that subsequently filed for bankruptcy or were acquired, and then adding those most prevalent "peers of peers" from the performance peer groups utilized by the 2023 Benchmarking Peer Group. In creating the 2023 Performance Peer Group the Compensation Committee again emphasized its desire for an unbiased and repeatable approach to establish a large group of companies against which the Company competes for investment dollars.

Accordingly, the 2023 Performance Peer Group was as follows:

With respect to the TSR portion of the 2023 PSU awards, the TSR formula is computed using our stock price as follows:

closing price of the last 20 trading days of 2022 and the Ending Price being the average

closing price of the last 20 trading days of 2025.

For the TSR portion of the 2023 PSU awards, the TSR performance threshold is the 25th percentile of the 2023 Performance Peer Group (the attainment below which will yield a payout equal to 0%), performance target level is a TSR at or above the 55th percentile (the attainment of which will yield a payout equal to 100% or "target"), and the maximum performance level is a TSR at or above the 80th percentile (the attainment of which will yield a payout equal to 200%). Payout for TSR performance between these percentiles is calculated by linear interpolation.

For the Free Cash Flow portion of the 2023 PSU awards, in the event the Company does not generate a cumulative Free Cash Flow of greater than $200 million during the three-year performance period, no payout will be made. In the event the Company generates a cumulative Free Cash Flow of $250 million during the performance period, payout will equal 100% or "target." In the event the Company generates a cumulative Free Cash Flow of $375 million or greater during the performance period, payout will equal 200%. Payout for Free Cash Flow performance between these amounts is calculated by linear interpolation.

2023 Restricted Stock Unit Awards

In January 2023, each NEO received a time-vesting RSU award pursuant to our Plan. The RSU awards vest over a three-year period in one-third increments on each anniversary of the grant date, and are payable in either stock, cash or a combination thereof in the discretion of the Compensation Committee, all subject to the terms and conditions of our Plan. The decision to grant RSUs payable in either stock or cash was made to conserve the Company's share count and avoid potential dilution.

Payouts of Prior Long-Term Incentive Awards

Our executive officers had long-term incentive awards that vested immediately after the end of 2023, including the cliff vesting of the 2021 PSU awards (the payout of which was based on our relative TSR over the three-year performance period from January 1, 2021 through December 31, 2023 as well as the generation of Free Cash Flow during such performance period) and annual vesting for each of the RSU awards granted in 2021-2023.

With respect to the cliff vesting of the 2021 PSU awards, our TSR ranked 6th out of the 18 2021 PSU peer group companies (as identified in the 2021 PSU award agreements), reflecting a 136% return over the three-year performance period. Additionally, the Company generated a cumulative $283 million of Free Cash Flow during the performance period, which achieved the maximum performance factor payable under the 2021 PSU award agreements. Therefore, in accordance with the terms of each such executive officer's PSU Award Agreement, 181% of the granted PSUs was earned by such executive officers.

Perquisites and Benefits

Our NEOs only receive benefits that are either available to all our employees or otherwise are integrally and directly related to the performance of their duties at Helix. We do not provide pension arrangements, free or subsidized post-retirement health coverage or similar benefits to our NEOs.

We offer a variety of health and welfare and retirement programs to all eligible employees. Helix's executive officers are eligible for the same benefit programs on the same basis as the rest of our U.S. employees. Our health and welfare programs include medical, pharmacy, dental, vision, life insurance and accidental death and disability insurance. In addition, we offer a retirement program intended to supplement our employees' personal savings and social security. Our retirement program for our U.S. employees, including our executive officers, consists solely of our Helix Energy Solutions Group, Inc. Employees' 401(k) Savings Plan. Company discretionary matching under the 401(k) plan was suspended for 2021 in response to the global pandemic, and was reinstated beginning January 2022.

Severance and Change in Control Arrangements

We believe that the competitive marketplace for executive talent and our desire to retain our executive officers require us to provide our executive officers with certain severance benefits. In addition, we believe that the interests of our shareholders are served by having limited change in control benefits for executive officers who would be integral to the success of, and are most likely to be impacted by, a change in control of the Company. In November 2008, Mr. Kratz executed an amended and restated employment agreement with the Company. Each of Messrs. Sparks, Staffeldt and Neikirk executed an employment agreement in May 2015, June 2017 and May 2019, respectively, in connection with his promotion to an executive officer position, none of which agreements contain a "gross-up" or excise tax protection provision. The employment agreements with our executive officers contain severance benefits in the event the executive's employment is terminated by Helix without "Cause" or the executive terminates his or her employment for "Good Reason," as those terms are defined in the agreements. The employment agreements generally contain benefits payable to the executive officer if the executive officer is terminated without "Cause" or terminates his or her employment for "Good Reason" within a two-year period following a "Change in Control." We believe the provision of these benefits to be reasonable and customary for our benchmarking peers. For more information regarding severance and change in control benefits, see "Employment Agreements and Change in Control Provisions." In February 2012, the Compensation Committee adopted a policy that prohibits future employment agreements with executive officers from containing "single trigger" change in control provisions, or excise tax protection or "gross-up" provisions. None of our executive officers' employment agreements has a "single trigger" for payout of severance benefits in the event of a change of control.

Looking Ahead: Market Outlook and 2024 Compensation Program Adjustments

As discussed above, global demand for oil continues to experience growth, and we expect the current market conditions will support continued customer spending for the industry. We are seeing oil and gas companies continue to invest in long-cycle exploration projects in addition to maintaining and/or increasing production from their existing reserves. We also expect growth in our renewables services as the energy market transitions to continued renewable energy developments. Lastly, as the subsea tree base expands, as government regulations continue to place stronger emphasis on decommissioning aged wells worldwide, and as customers shift resources to renewable energy, the demand for P&A services should grow. We believe that we have a competitive advantage in performing these services efficiently, and we maintain our underlying belief that fossil fuels will not be eliminated from consumption, but rather there will be a gradual global transition from relying primarily on fossil fuels to a more balanced approach that includes renewable energy, such as wind farms and other alternative fuels. We remain optimistic about our future prospects and believe we are well positioned to capitalize on the current market.

For 2024, each element of our executive compensation program-base salaries, target and maximum bonus percentages, and long-term incentive award-for each of our NEOs remains the same as it was for 2023. We believe the 2024 levels of executive compensation will continue to serve to motivate and retain the key talent needed to drive the Company's long-term success.

Our 2024 STI program continues to be based primarily on Adjusted EBITDA, as the Compensation Committee continues to view this financial performance metric as the Company's most important near-term business driver as reflective of utilization, rates and cost management. For 2024 the Compensation Committee has increased the financial performance thresholds at which bonuses are earned, paying 25% of STI target upon achievement of the Company's Board-approved 2024 annual budget, and requiring the Company to significantly exceed budget in order to achieve bonus levels at target or greater. We have also retained ESG-related KPIs in our 2024 STI program as drivers for positive behaviors designed to enhance shareholder value.

For 2024 the Compensation Committee continues the bifurcated approach of utilizing a benchmarking peer group for purposes of compensation comparators and a formulaically selected performance peer group for purposes of measuring the Company's performance in connection with long-term incentive-based compensation. Long-term incentives for our executive officers in 2024 are again awarded in PSUs and RSUs, both payable in either stock, cash or a combination thereof in the discretion of the Compensation Committee, and all subject to the terms and conditions of our Plan. PSU award agreements entered into in 2024 again include a Free Cash Flow performance metric equally weighted with the relative TSR metric, in order to continue to emphasize the importance of Free Cash Flow in assessing the Company's overall performance. The Compensation Committee believes these program features continue to be appropriate in the current environment and continue to align the interests of our executive management and our shareholders.

In evaluating Helix's compensation programs, the Compensation Committee will continue to monitor and adapt based on business and financial results that are in the best interests of our shareholders and our employees. We remain committed to, and will continue to uphold, our core values in 2024 and beyond.

Compensation Committee Report

The Compensation Committee of the Board of Directors has reviewed and discussed the above Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board that this Compensation Discussion and Analysis be included in this proxy statement.

The Compensation Committee:

John V. Lovoi, Chair

Amerino Gatti

Paula Harris

T. Mitch Little

Executive

Officers

The executive officers of Helix are as follows:

Executive

Compensation

Summary Compensation Table

The following table provides a summary of the cash and non-cash compensation for the years ended December 31, 2023, 2022 and 2021, for our named executive officers: (1) the Chief Executive Officer and the Chief Financial Officer and (2) other than the Chief Executive Officer and the Chief Financial Officer, each of the two most highly compensated executive officers of Helix during 2023. These individuals are our only executive officers.

The table may not reflect the actual compensation received by the named executive officers for the three-year period. For example, amounts recorded in the stock awards column reflect the grant date fair value of the awards. The actual value of compensation realized by the named executive officer with respect to any equity award will vary from the grant date fair value due to stock price fluctuations and/or forfeitures.