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 2021 Annual Meeting of Shareholders (the “Annual Meeting”) on Wednesday, May 19, 2021. This proxy statement contains information about the items being voted on at the Annual Meeting and information about Helix. Please read it carefully.

As part of our concern regarding the health and safety of our shareholders, directors, officers, employees, meeting attendees and the general public in light of the ongoing COVID-19 pandemic, the Annual Meeting will be a virtual meeting format, held via live audio webcast.

Helix’s Board of Directors (the “Board”) has set March 22, 2021 as the record date for the Annual Meeting. There were 150,714,706 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 2020 Annual Report to Shareholders available to our shareholders electronically via the Internet. On or about April 6, 2021, 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.

We are providing these proxy materials to you in connection with the Annual Meeting, to be held via a virtual meeting format on Wednesday, May 19, 2021 at 8:30 a.m., 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.

Three 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 Chairman 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 22, 2021 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 22, 2021 may vote their shares on the matters to be acted upon at the Annual Meeting. Shareholders who, as of March 22, 2021, hold shares of our common stock in “street name,” that is, through an

account with a broker, bank or other nominee, may direct the holder of record how to vote their shares at the Annual Meeting by following the instructions they will receive from the holder 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 2020 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. Your accessing your proxy materials on the Internet and your request to receive future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact on the environment.

If you are a shareholder of record, you may either vote your shares at the Annual Meeting (which will be in a virtual meeting format) 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).

To vote at the Annual Meeting in lieu of voting through your proxy, please note the following instructions:

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 virtual 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 record holder. 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 virtual Annual Meeting and vote your shares, you should contact your Nominee to obtain a proxy executed in your favor and follow the instructions in Question 7 above.

Yes, if you are a shareholder of record, you may change your vote and revoke your proxy by:

If you hold shares in “street name,” you must follow the procedures required by the shareholder of record – 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 and (ii) the approval, on a non-binding advisory basis, of the 2020 compensation of our

named executive officers. 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 150,714,706 shares of Helix common stock outstanding and entitled to vote at the Annual Meeting, held by approximately 93,000 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 three 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 indicate a choice 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 if 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 and (ii) the approval, on a non-binding advisory basis, of the 2020 compensation of

our named executive officers. 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.

Your vote is especially important. If your shares are held in “street name” (by your Nominee), your Nominee cannot vote your shares for (i) the election of directors or (ii) the approval, on a non-binding advisory basis, of the 2020 compensation of our named executive officers. Therefore, please promptly instruct your Nominee regarding how to vote your shares regarding these matters.

Proxy cards, proxies delivered by Internet or telephone, ballots and voting tabulations that identify individual shareholders are mailed or returned directly to EQ Shareowner Services as the independent inspector of

election and handled in a manner that protects your voting privacy. As the independent inspector of election, EQ Shareowner Services 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 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 officers, directors and regular employees, without extra compensation.

As part of our concern regarding the health and safety of our shareholders, directors, officers, employees, meeting attendees and the general public in light of the ongoing COVID-19 pandemic, the Annual Meeting will be a virtual meeting format, held via live audio webcast.

To attend the Annual Meeting, you need to register by following the instructions below:

Yes. Upon admission to the virtual Annual Meeting, shareholders will be able to participate in the meeting, securely vote, submit questions or comments to

management, and access a copy of the shareholder list (by clicking on a link), just as one could at an in-person meeting.

Preliminary voting results will be announced at the Annual Meeting and posted on our website under Investors at www.HelixESG.com. The final voting

results will be reported in a Current Report on Form 8-K filed in accordance with SEC rules.

If you have additional questions about this proxy statement or the Annual Meeting, or would like additional copies of this proxy statement or our 2020 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, telephone: 281.618.0400.

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 indicate whether your message is for the Board as a whole, a particular group or committee of directors, our Chairman or another individual director.

Two directors are to be elected at the Annual Meeting. The Board has proposed two nominees, Amerino Gatti 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 2024 or, if at a later date, until their respective successor is duly elected and qualified. Messrs. Gatti and 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 either of the nominees will become unable to serve. The Board has affirmatively determined that Mr. Gatti 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 FOR the election of each person named as nominee below as a Class II director for a term of three years, until the Annual Meeting of Shareholders in 2024 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 22, 2021. Information about the number of shares of our common stock beneficially owned by each director as of March 22, 2021 appears below under the heading “Share Ownership Information–Management Shareholdings” on page 63.

There are no family relationships among any of our directors, nominees for director or executive officers.

Board of Directors Recommendation

The Board recommends that you vote “FOR” the nominees to the Board of Directors set forth in this Proposal 1.

Vote Required

Election of each director requires the affirmative vote of holders of a plurality of the shares of common stock present or represented and voting on the proposal at the Annual Meeting. This means the two nominees receiving the greatest number of votes cast by the holders of our common stock 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. That resignation is to be considered by the Corporate Governance and Nominating Committee, which is to 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 to accept the resignation, the reasons therefor) will be disclosed in a Current Report on Form 8-K.

The Board currently consists of seven 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 2022, 2021 and 2023, respectively, and their respective successors being duly elected and qualified. There are currently three directors in Class II and two directors each in Class I and Class III.

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 is available on our website (which can be found at www.HelixESG.com) under About Us, by clicking Corporate Governance and then scrolling to the download link. According to 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.

The Board has affirmatively determined that each of Messrs. Gatti, Lovoi, Rask, Transier and Watt and Ms. Nelson 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 2021. 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.

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” starting on page 19.

We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations. Traditionally, our services have covered the lifecycle of an offshore oil or gas field. In recent years, we have seen an increasing demand for our services from the offshore renewable energy market. We believe the Board should be composed of individuals

with sophistication and experience in the substantive areas that impact our business. We believe experience, qualifications, or skills 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, governance matters, leadership and administration of complex

organizations, management of risk, 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 experience, qualifications and skills related to the emerging and evolving importance of our Environmental,

Social and Governance (“ESG”) 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 9-12.

Pursuant to the terms of the Corporate Governance Guidelines adopted by the Board, 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 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.

In addition to the Corporate Governance Guidelines, in 2003 we adopted a written Code of Business Conduct and Ethics that applies to all of our directors, officers and employees. At that time we also established a Code of Ethics for Chief Executive Officer and Senior Financial Officers that is currently 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 (which is located at www.HelixESG.com) under About Us, by clicking

Corporate Governance and then scrolling to the download links. 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 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.

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 then-current Board attended the 2020 Annual Meeting of Shareholders.

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 programs regarding topical matters to the Board.

The Board has overall responsibility for risk oversight with a focus on the most significant risks facing Helix. Our management identifies and prioritizes risks associated with our business, which are discussed at Board and/or committee meetings as appropriate. The Board reviews risk mitigation strategies that are implemented by our management. The Board is also informed of particular risks in connection with its general oversight, review and approval of corporate matters.

The Board delegates to the Audit Committee oversight of certain of our risk management process. Among its duties, the Audit Committee regularly reviews with management:

The Board’s risk oversight process builds upon management’s risk assessment and mitigation processes. Management is responsible for the day-to-day operations and oversight of Helix including the management of risk. 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.

Management regularly reports on these risks to the Board and/or its relevant committees. Additional review and reporting of risks is conducted as needed or as requested by the Board and/or its relevant committee(s). The committees also consider and address risk as they perform their respective responsibilities. All committees report to the full Board as appropriate, 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.

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 structure supports this approach.

Helix continues to implement and improve ESG initiatives and disclosures throughout its business. In an effort to continue our ongoing commitment to ESG disclosures, we published our most recent Corporate Sustainability Report in March 2020 and supplemented it in December 2020 with a Summary Update. The Corporate Sustainability Report together with the Summary Update is comprised of qualitative and quantitative information, including operational, environmental and safety performance metrics. These metrics provide a baseline for Helix’s performance and demonstrates our commitment to continue the discussion regarding ESG in current and future disclosures.

The Board is focused on not just Helix governance practices, but also on environmental, health, safety and social issues. 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, and any significant accident or illness incidents, and has the opportunity to question management.

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 ESG record. Helix incorporates ESG initiatives into our core business values and priorities of Safety, Sustainability and Value Creation with a top-down approach led by the Board and management. Our track record and asset maintenance practices are evidence of our efforts to safeguard the environments in which we operate. The Corporate Governance and Nominating Committee is specifically tasked with overseeing, assessing and reviewing the disclosure and reporting of any ESG matters, including with respect to climate change, regarding our business and industry.

Helix has developed and implemented a “4 Pillars of Helix Safety Culture,” namely our beliefs, language, workplace and methodology, which is Helix’s own safety culture tailored to our specific operations that has proven to be an effective program. From a social perspective, the Board and senior management recognize their leadership responsibility in embracing our vision and core values. The Board is focused on maintaining an ethical culture at all levels in our organization, receiving regular educational updates on anti-corruption law developments and specific risks in the geographic areas in which we operate or seek to operate in the future. As part of this process, Helix has adopted a Statement on Human Rights and Supplier and Vendor Expectations, both of which are available on our website (which is located at www.HelixESG.com) under About Us, by clicking Corporate and then scrolling to the download links.

The Board also focuses on our internal organization, including how Helix upholds our employee culture, including embracing diversity and inclusion. Notably in 2020 Helix employed over 1,500 employees worldwide, representing 28 nationalities. The Board believes that employing people with different backgrounds, experience and perspectives makes Helix a stronger company.

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 (which is located at www.HelixESG.com) under About Us, by clicking Corporate Governance and then scrolling to the download links. A copy of each charter is available free of charge 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 the year ended December 31, 2020. Members were elected to each committee based upon the recommendation of the Corporate Governance and Nominating Committee followed by a vote of the full Board. Each member of each of these committees is “independent” as defined by applicable NYSE and SEC rules.

During the year ended December 31, 2020, the Board held a total of twelve 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.

Non-management directors meet in regular 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 as chair.

The Audit Committee currently is composed of three non-employee independent directors: Ms. Nelson, Chair, and Messrs. Lovoi and Transier, each of whom meets the independence and financial literacy requirements as defined in the applicable NYSE and SEC rules. 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 December 2020, the Audit Committee:

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).

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, please refer to the “Report of the Audit Committee” on page 26.

The Compensation Committee currently is composed of four non-employee independent directors: Mr. Watt, Chair, and Messrs. Gatti, Lovoi and Rask. The Board has affirmatively determined that all members of the Compensation Committee are considered “independent” as defined under NYSE Rule 303A.

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 2019, 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:

The Corporate Governance and Nominating Committee currently is composed of four non-employee independent directors: Mr. Rask, Chair, Mr. Gatti, Ms. Nelson and Mr. Watt. 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 December 2020, and the Corporate Governance Guidelines, including the responsibility to:

In recognition of the growing importance of ESG (and in an effort to more evenly balance various responsibilities among the Board’s committees), in 2020 the Board moved oversight of ESG matters to the Corporate Governance and Nominating Committee and added Ms. Nelson as a member of that committee. The Corporate Governance and Nominating Committee is responsible for matters related to ESG, including:

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 shareholder meeting. 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 2020 or to date in 2021. As such, Messrs. Gatti and 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 65.

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. Their service on other boards of public companies should be limited to a

number that permits them, 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 four 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 two public companies other than Helix. Each director must represent the interests of all our shareholders.

Although the Corporate Governance and Nominating Committee does not have a formal policy regarding Board diversity, it does view diversity expansively and has determined that it is desirable for the Board to have a variety of different viewpoints, professional experiences, educational backgrounds and skills, and considers these types of diversity and background attributes in its selection process. The composition, skills and needs of the Board change over time and will be considered in determining desirable candidates for any specific opening on the Board. The Corporate Governance and Nominating Committee in evaluating a potential director nominee will conduct its search for the best candidate for the Board on a non-discriminatory basis.

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.

During 2020, no member of the Compensation Committee was an officer or employee of Helix or any of our subsidiaries, or was formerly an officer of Helix or any of our subsidiaries, or had any relationships requiring disclosure by us under Item 404 of Regulation S-K under the Exchange Act.

During 2020, no executive officer of Helix served as (1) 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, (2) a director of another entity, one or more of whose executive officers served on the Compensation Committee of the Board or (3) 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.

In 2020, our non-employee director compensation structure had three components: (1) director, Chairman of the Board and committee chair retainers, (2) committee retainers and (3) annual equity-based compensation currently in the form of restricted stock awards. We also reimburse our directors for their reasonable 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.

At its December 2019 meeting, the Compensation Committee changed the compensation structure for our non-employee directors in an effort to more closely align with peer practices. Beginning in 2020, fees for each Board meeting attended or consent executed were no longer paid. In lieu thereof, the annual director’s retainer increased by $5,000, each annual committee chair retainer increased by $5,000, and the members of each committee now receive an annual committee retainer. In 2020, our non-employee director cash retainers were as follows, in each case paid on a quarterly basis:

We also paid the reasonable out-of-pocket expenses incurred by each non-employee director in connection with attending the 2020 meetings of the Board and the committees on which the director served.

On May 19, 2020, in response to the global pandemic, the Compensation Committee approved temporary 20% reductions in directors’ annual retainers and the annual retainer paid to the Chairman of the Board for such service, along with temporary reductions in base salary for each of our named executive officers. These reductions took effect on June 1, 2020 and remained in

effect through December 31, 2020. As communicated at the time, the directors and the named executive officers voluntarily undertook the reductions due to the impact and uncertainty of the then-current volatility in oil prices and the overall energy market, as well as the ongoing global health pandemic on our shareholders and employees.

Since 2005, non-employee directors have had 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. Messrs. Gatti, Lovoi and Rask elected to take retainers and fees earned in 2020 in the form of restricted stock. Messrs. Gatti and Rask have elected to take retainers and fees in the form of restricted stock for 2021.

Upon joining the Board and on the date of each regularly scheduled December Board meeting thereafter, a director receives a grant of restricted stock. These grants are made pursuant to the terms of our 2005 Long Term Incentive Plan. At its December 2016 meeting the Compensation Committee determined that for 2017 and thereafter until changed, the annual equity grant’s value would be reduced by $25,000 (to $150,000) and would have a vesting term of one year to align more closely with how other members of our benchmarking peer group compensate independent directors. The annual equity grant for 2020 was on the same terms and in the same amount as grants from 2017 through 2019. 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.

Our Chief Executive Officer did not receive any cash or equity compensation for his service on the Board in addition to the compensation payable for his service as an employee of Helix.

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. 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 $5,000. A “related party” includes any person that served as a senior 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 2020 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.

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 2020 were for services approved by the Audit Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X.

All fiscal year 2020 professional services by KPMG LLP were pre-approved.

KPMG LLP (”KPMG”) served as our independent registered public accounting firm in 2020, 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, 2021, 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, 2021 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 virtual 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:

Board of Directors Recommendation

The Board recommends that you vote “FOR” the ratification of the selection of KPMG as Helix’s independent registered public accounting firm set forth in this Proposal 2.

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.

This Compensation Discussion and Analysis (“CD&A”) describes Helix’s 2020 executive compensation program, including the philosophy behind the program, how our Compensation Committee made compensation decisions in 2020, and the level and elements of 2020 compensation for each of our “named executive officers” (“NEOs”).

For 2020 our four NEOs consisted of the following individuals:

These individuals are our only executive officers.

The Compensation Committee encourages you to read this CD&A carefully and consider it when conducting your “say on pay” vote on the 2020 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.

This CD&A is divided into the following sections:

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Helix is an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations. Traditionally, our services have covered the lifecycle of an offshore oil or gas field. In recent years, we have seen an increasing demand for our services from the offshore renewable energy market. We provide services primarily in deepwater in the Gulf of Mexico, Brazil, North Sea, Asia Pacific and West Africa regions. Demand for our services is influenced by the condition of the oil and gas and the renewable energy markets, in particular the willingness of offshore energy companies to spend on operational activities and capital projects. The performance of our business is also largely affected by the market outlook for commodity prices.

We operate in a cyclical market that has in recent years seen challenges unlike any other period for our industry, with volatile commodity prices discouraging longer-term investment in our industry, and reducing the demand and rates for our services. Most recently given the ongoing COVID-19 pandemic and the price war among OPEC+ nations during the first quarter 2020, the overall recovery of commodity prices remains uncertain, and by extension so does our industry. 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 34 of our Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 25, 2021 (our “2020 Annual Report”).

Helix’s 2020 performance and executive compensation, to which this CD&A relates, was undoubtedly impacted by the COVID-19 pandemic. Most if not all of our oil and gas customers drastically cut their spending, which reduced the demand and rates for many of our services. The pandemic posed, and continues to pose, challenges and increased costs related to our supply chain, logistics and human capital resources, including minimizing the direct impact of COVID-19 on our offshore workforce and challenges with offshore crew changes due to travel restrictions and quarantine measures. We responded well however, with some of our best safety statistics ever and largely avoiding major operational down time due to COVID-19. The negative impact of the pandemic can be seen in our 2020 results of operations, although those results held up relatively well compared to that of some of our peers. Despite this market we were also able to extend our debt maturity profile through refinancing a

portion of our convertible notes into 2026, greatly reducing our near-term debt obligations and providing us

with a more flexible path through which to navigate these ongoing challenges.

As shown in the chart below, after having delivered positive upward trends in adjusted EBITDA¹ and revenue over the prior three years, those metrics both took steps back in the wake of the current environment. In 2020 our adjusted EBITDA fell to $155 million, representing a 14% decrease from 2019 and a 4% decrease from 2018. The chart shows 2020 as a down year compared to our prior steady growth in recent years, with year-over-year reductions to overall adjusted EBITDA, revenue and net income.² However as discussed below we believe these results were relatively strong given the current global challenges, and other financial indicators underscore the comparative successes we nonetheless achieved in 2020.

Our stock price also reflected this challenging market in 2020, for Helix as well as the energy and offshore services sectors in general. By the end of 2020 our stock price had fallen to $4.20 per share on December 31, 2020 compared to $9.63 on December 31, 2019 and $5.41 on December 31, 2018. To say the least, 2020 was a volatile year on macroeconomic and industry-specific levels. However in comparing our total shareholder return (“TSR”) to that of our performance peers, over the last three years our TSR again exceeded that of nearly all of our Performance Share Unit (“PSU”) peer group of companies.

Further, despite the challenges of 2020 we were able to further reduce our net debt (our total long-term debt less cash, cash equivalents and restricted cash) by $85 million, from $143 million at the end of 2019 to $58 million at the end of 2020, as we continue to de-lever our balance sheet. Also importantly, in 2020 we generated Free Cash Flow¹ of nearly $80 million, which represents an approximate 154% increase over 2019. These are successes that are of critical importance in this climate, and understanding these metrics helps more fully depict the financial health of our Company and the prudence with which thus far we’ve navigated these challenges. Although our industry is firmly entrenched in a down market, and there can be no assurance of the ultimate duration or impact of the current environment, we believe in 2020 we nevertheless demonstrated our ability to adapt to these unprecedented times, continue to successfully implement our strategies, manage our safe operational performance, and hold fast with our financial discipline.

We intend to continue to work hard for our shareholders in every type of market environment – boom, bust, or even global pandemic. We strive to:

Because of the cyclicality of our industry and our commitment to create long-term value for our shareholders, a significant portion of our compensation program is at-risk and performance-based. Recognizing the cyclical nature of our industry, 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 generally focused primarily on longer-term performance, the paid compensation of our NEOs also is designed to reflect annual year-over-year financial performance.

The first chart below compares the target and realized compensation of our Chief Executive Officer, Helix’s adjusted EBITDA, and Helix’s stock price for each of 2017, 2018, 2019 and 2020. Target compensation includes base salary, short-term incentive (“STI”) target, and grant date fair value of annual long-term incentive awards. As the chart illustrates, the majority of target compensation levels for our Chief Executive Officer remained flat over this period. Other than the increase to his 2020 long-term incentive award, we have not provided any pay increase of any kind to our Chief Executive Officer in six years. The realized compensation for our Chief Executive Officer for that same period includes base salary paid in each year, STI paid in respect of each year, and payout of long-term incentive compensation that vested after the relevant performance period (i.e., the value at the time of vesting of restricted stock and PSUs that vested immediately after the year in question).

As the first chart below illustrates, the realized compensation of our Chief Executive Officer in 2017 was significantly less than target, and increased in line with our performance over the next two years, followed by an increase to his 2020 long-term incentive award, a decision made in December 2019 reflective of our then-continuing improved results. The decrease in his 2020 realized compensation reflected the decrease to his realized STI, decrease in realized restricted stock value, and voluntary reduction to his base salary taken in connection with the ongoing COVID-19 pandemic, offset in part by the payout at the maximum level (200%) of three-year cliff vesting PSUs (which were granted in January 2018) as a result of our TSR outperforming all but one of our PSU peer companies over the three-year performance period.

The second chart graphically depicts our TSR performance over the three-year performance measurement period for our PSUs granted in January 2018 compared to the TSRs of the peer companies identified in the 2018 PSU award agreements. Our relative TSR performance was reflected in the 2020 realized compensation of our Chief Executive Officer.

While we recognize the many challenges our industry and our Company faced in 2020, which are reflected in our 2020 results, we also believe that our relative performance as compared to our peers along with other financial and operational indicators demonstrate the successes and strong management of our executive leadership during this period.

Reflective of Company performance that had shown steady growth over the prior four-year period in foundational metrics such as adjusted EBITDA – which by the end of 2019 had experienced a cumulative 100% increase from 2016 – and net income, which doubled in 2019 compared to 2018, the Compensation Committee determined in December 2019 to increase certain levels of 2020 total targeted compensation (i.e., base salary, STI target and long-term incentive award values) for our NEOs, as set forth below.

Base salaries for our NEOs – other than our CEO – increased in 2020, in recognition of continued Company growth and the individuals’ successes, and as aligned by our compensation philosophy and benchmarking peers.

Our 2020 STI program was based on the sole metric of adjusted EBITDA. The Compensation Committee continued to view this financial metric as the Company’s most important business driver as reflective of utilization, rates and cost management.

As in prior years, our 2020 executive long-term incentive program was based on our stock price performance. Half of the long-term incentive award was comprised of time-vesting restricted stock, the value of which (when

and after vested) 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 relative TSR performance of the Company over a three-year performance period compared to that of a designated performance peer group.

Further, in 2020 we made a number of compensation-related decisions in response to, and proactively in respect of, the global COVID-19 pandemic. Although 2020 was a year unlike any other, we nevertheless did not make any mid-year changes to any of our compensation programs, whether to metrics, performance targets or measurement periods. Our NEOs and the Board voluntarily agreed to temporary reductions to their 2020 base salaries and cash retainers, respectively, early in the pandemic. Discretionary 2020 STI awards were made to NEOs consistent with the STI program in recognition of the NEOs’ efforts and results in 2020, but only after the full year’s results were known. In all cases we believe that all such decisions were made further to the fundamental principle of aligning our executive management’s interests with those of our shareholders.

The overall design and execution of the 2020 executive compensation program, including voluntary reductions to our NEOs’ base salaries, discretionary awards of STI, and long-term incentive payouts that remain based on stock price performance (on both an absolute basis as relates to awards of restricted stock, and as compared to

our performance peers as relates to awards of PSUs), demonstrate our compensation philosophy of supporting the alignment of executive management and shareholder interests, whether during times of industry booms or stress, and even in the face of a most challenging year.

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:

In general, and consistent with a performance-based compensation philosophy, the Compensation Committee seeks to ensure that executive base pay is 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 financial and stock price 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.

For 2020 compensation, the Compensation Committee retained Willis Towers Watson as its independent compensation consultant. The Compensation Committee determined that Willis Towers Watson is independent from Helix’s management, based on information received from Willis Towers Watson including information responsive to six specifically listed

factors set forth in the NYSE’s rule requiring that compensation committees consider factors relevant to a consultant’s independence in connection with the consultant’s engagement.

Given the complexities of our Company’s services, potential competitors and other special characteristics, we have bifurcated our compensation peer groups into (i) a bespoke 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. We believe this bifurcation allows the Compensation Committee to account for our unique business model while at the same time continuing to hold us accountable for our performance against our overall industry.

For benchmarking purposes, the Compensation Committee compares the total 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’ proxy statements for the prior year. Willis Towers Watson proposes companies to be included in the Benchmarking Peer Group and the methodology for selecting that peer group, and may consult with management to ensure that the most appropriate companies are selected, including from the perspective of similarity of business lines and competition for talent. The Compensation Committee then reviews and, as it may deem appropriate, approves the proposed Benchmarking Peer Group for the applicable compensation year.

It is difficult to select appropriate peer groups for our Company. We operate in a very competitive environment, and our business is diverse. Traditionally our services have covered the lifecycle of an oil or gas field, with a focus on offshore well intervention and robotics, and in recent years we have seen an increasing demand for our services from the offshore renewable energy market. Certain of our competitors are substantially 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 publish the same type of compensation information as U.S. companies do. In sum, we are proud to be a unique provider of offshore solutions, but with that comes the challenge of identifying peer companies against which to compare ourselves.

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. However, because we do not have a substantial number of direct competitors, and we are competing across a variety of industry sub-sectors, there are challenges in identifying companies to comprise our Benchmarking Peer Group.

During 2019 the Compensation Committee with guidance from Willis Towers Watson conducted a Benchmarking Peer Group review process in order to identify what it believed to be the most appropriate peer companies for the 2020 compensation decision making

process. As part of its review process the Compensation Committee reviewed the Company’s then-current benchmarking peers for relevant year-over-year updates and conducted a screen using several defined criteria, namely to narrow the group to only include U.S. companies publicly traded on major exchanges, with no bankruptcies or de-listing activity in the last three years, relevant Global Industry Classification Standard (GICS) codes and business/product descriptions, and revenues most closely resembling those of Helix. Secondary screening factors included a potential peer’s EBITDA, total assets, market capitalization and TSR performance. The review also took into account a “peers of peers” analysis and consideration of those companies with whom Helix was believed to be most likely competing for executive talent.

Ultimately, the Compensation Committee selected the following peer companies to be utilized as the 2020 Benchmarking Peer Group:

We believe that the companies identified in the table above were at their time of selection the best and most appropriate companies for benchmarking compensation, which helps attract and retain highly qualified, experienced and technically proficient executives with well-developed management, operational and marketing skills needed to excel in 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.

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

Pursuant to the Tax Cuts and Jobs Act (the “2017 Tax Act”) that was signed into law in December 2017, under Section 162(m) of the Internal Revenue Code of 1986, as amended, all compensation (other than certain grandfathered arrangements) that is paid to “covered employees” (as defined in the 2017 Tax Act) in excess of $1 million will be non-deductible. Now subject to this $1 million deduction limitation is compensation that, prior to the enactment of the 2017 Tax Act, qualified as

performance-based compensation and was excluded from the $1 million deduction limitation. Although the Compensation Committee does consider the accounting and tax impacts of its compensation decisions, including the potential application of Section 162(m), it may approve compensation, including performance-based incentive awards, that exceeds the $1 million deduction limitation in order to ensure 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 for tax purposes. The Compensation Committee will continue to take into account all applicable facts and circumstances in exercising its business judgment with respect to appropriate compensation program design.

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 business goals and the creation of sustainable value in all business cycles, leading to shareholder value creation. Our overall compensation program is designed to achieve four key objectives: (1) attracting, retaining and motivating qualified executives, (2) advancing our business strategy and creating long-term value, (3) aligning management’s and shareholders’ interests, and (4) discouraging undue risk taking.

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.

The Compensation Committee believes our executive compensation program helps us attract, retain and motivate qualified, experienced and technically proficient executive officers through a range of business cycles.

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 only when our financial performance and shareholder returns warrant compensation at those higher levels. The Compensation Committee believes that both the structure and results of our 2020 executive compensation program reflect our navigation of and responses to global and industry-specific challenges, and shareholder return relative to our industry peers during unprecedented market conditions.

The following table summarizes the objectives of Helix’s executive compensation program and the particular compensation practices and elements that support each objective.

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 are paid out over time, specifically the

long-term incentive awards. These practices, along with our clawback policy, 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.

We have implemented an Incentive Award Recoupment Policy, or “clawback” policy, that provides for recoupment of executive compensation, whether cash or equity, in certain circumstances. Under the policy, the Board may recoup certain executive compensation from our Chief Executive Officer or Chief Financial Officer in

the event either (1) the Company revises its previously issued financial statements for the purpose of correcting material errors or (2) such person engages in misconduct that the Board believes has caused material financial, operational or reputational harm to the Company.

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 restricted stock units (“RSUs”). The ownership guidelines are as follows:

The value of an individual’s holdings is based on the average of the 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 a 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, 2020, all of our directors and Section 16 officers were in compliance with the stock ownership guidelines. Only Ms. Nelson, who joined the Board in August 2019, and Mr. Neikirk, who was promoted to Senior Vice President in May 2019, do not currently hold the equity necessary to comply with the guidelines, but each is within the five-year window in which to achieve compliance.

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 stringent limitations on the ability to pledge Helix stock.

Because much of the net worth and compensation of our executives consists of Helix stock, our executives may prefer to pledge stock as collateral for a loan 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’s 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, 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.

At this time, there are no outstanding pledges of our stock by any of our directors or officers.

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 2020 compensation for each NEO, broken out by base salary, STI target and grant date fair value of long-term incentive awards. Following that is a more detailed discussion of each element of our NEOs’ 2020 compensation.

In establishing base salaries for our executive officers, the Compensation Committee considers a number of factors, including:

NEO base salary is generally set at the regularly scheduled December meeting of the Compensation

Committee in the preceding year. Our Chief Executive Officer’s base salary has not changed since 2008. Increases were made in December 2019 to the 2020 base salary levels for Messrs. Sparks, Staffeldt and Neikirk reflective at such time of the Company’s continued growth as well as the NEO’s individual and Company successes, with such increases made by the Compensation Committee in consultation with Willis Towers Watson and supported by market data of our Benchmarking Peer Group. Following are our NEOs’ base salaries for 2019 and 2020:

Further, on May 19, 2020 in response to the global pandemic, the Compensation Committee approved temporary reductions in base salary for each of our NEOs, as well as to the annual cash retainers paid to the Board. The salary and retainer reductions took effect on June 1, 2020, in the amount of 25% of the base salaries for Mr. Kratz and 10% each for Messrs. Sparks, Staffeldt and Neikirk, and 20% of the directors’ annual retainers and the annual retainer paid to the Chairman of the

Board for such service, and remained in effect through December 31, 2020. As communicated at the time, the NEOs and the Board voluntarily undertook the reductions due to the impact and uncertainty of the then-current volatility in oil prices and the overall energy market, as well as the ongoing global health pandemic, on our shareholders and employees. Accordingly, the realized 2020 base salaries for each NEO are as follows:

For the past several years, we have substantially aligned our annual short-term cash incentive program for executive officers with that of our entire 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 in a given year. 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 his or her salary. Individual NEO STI targets for a given year 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 2020, the Compensation Committee approved the 2020 STI program for Helix’s executive officers, reaffirmed that achieving a certain level of adjusted EBITDA was again viewed as the key financial objective for Helix and its shareholders, and therefore established that adjusted EBITDA would serve as the sole financial metric for determining STI payout in 2020. As with the prior years’ programs, there was for 2020 a significant “stretch” element in the STI metrics — to earn a target payout, adjusted EBITDA had to exceed the Board-approved 2020 adjusted EBITDA budget for the Company.

For 2020, up to 25% of target could be earned in the event three tiers of adjusted EBITDA were achieved; the

tiers, notable milestones and potential payouts at each EBITDA tier are shown in the chart below. This tiered approach was designed to provide executives and employees an STI payment that would be meaningful if a certain financial performance level is achieved, but not in an amount that would negatively affect adjusted EBITDA to a significant extent if the Company was not able to achieve its adjusted EBITDA budget.

Beyond the three tiers of STI payout depicted below, following the Company’s achieving 2020 adjusted EBITDA of $192 million, an incremental profit pool of funds consisting of 50% of adjusted EBITDA in excess of $192 million up to the maximum target levels for all employee participants (including executive officers) would be formed, payout of which would be allocated among such participants, including our executive officers, based on their STI targets, provided that no executive officer could earn an STI payout in excess of his or her 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 a maximum level. For 2020 and as with prior years’ STI programs, any STI payout was capped regardless of Company financial performance at approximately 133% of target, a cap amount that is lower than those of our benchmarking peers. In addition, pursuant to the terms of the 2020 STI program, notwithstanding the financial metrics set forth below any individual executive officer’s bonus for 2020 could be adjusted upward or downward in the sole discretion of the Compensation Committee.

Set forth below are the 2020 adjusted EBITDA targets at which various levels of STI payouts could be earned:

NEO target and maximum STI levels are generally set at the regularly scheduled December meeting of the Compensation Committee in the preceding year. Our Chief Executive Officer’s target and maximum STI levels have not changed since 2014. Increases were made in December 2019 to the 2020 target and maximum STI levels for Messrs. Sparks, Staffeldt and Neikirk reflective

at such time of the Company’s continued growth as well as the NEO’s individual and Company successes, with such increases made by the Compensation Committee in consultation with Willis Towers Watson and supported by market data of our Benchmarking Peer Group. For 2020 the target and maximum STI levels for each NEO were as follows:

Adjusted EBITDA for 2020 was approximately $155 million. Because the pre-budget tiers were not met, formulaic application produced a zero payout under the 2020 STI program.

During the course of 2020 the Compensation Committee considered whether to make mid-year adjustments to the Company’s various incentive programs, including the 2020 STI program. However because of the economic instability brought on by the pandemic and the inability to predict its impact for the year, the Compensation Committee decided not to reset the annual performance target mid-year, instead waiting to assess whether to exercise any positive or negative discretion only following its understanding of full-year individual and Company performance. The Compensation Committee determined that any exercise of discretion should be performance-based and focused on management’s execution in a number of key areas critical to enhancing the Company’s overall performance.

The Compensation Committee always seeks to uphold the tenets of our executive compensation program, including its retention goals. The Compensation Committee believes the Company’s ability to succeed,

including in extraordinarily challenging times, depends on the Company’s ability to attract and retain executives aligned in its values, who come together and adapt during the toughest of times, and who create and execute successful long-term strategies designed to increase shareholder value. As noted above, despite the challenges of 2020 we successfully reduced our net debt by $85 million (from $143 million to $58 million), generated Free Cash Flow of nearly $80 million (which was approximately 154% higher than the $31 million generated in 2019), delivered one of our safest years to date, and incurred only minimal operational disruptions due to COVID-19. The Compensation Committee noted that executive management had determined, consistent with the terms of the Company’s non-executive 2020 STI program, to provide the broader employee base with discretionary bonuses in light of the employees’ resilience and performance in the face of global and industry-specific challenges.

For these reasons, the Compensation Committee believed that paying our NEOs 2020 STI at 45% of target, as set forth below, was in the best interests of the Company and reflected the NEOs’ performance and the Company’s financial and operational results in 2020:

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

In determining the value of each NEO’s long-term incentive award, the Compensation Committee typically reviews the data provided by its independent compensation consultant, historical awards and the Chief Executive Officer’s recommendation regarding the long-term incentive award for each NEO, and makes its determination at its regularly scheduled December meeting in the preceding year.

Like the annual long-term incentive awards to our NEOs since 2015, the 2020 long-term incentive awards consisted of: (1) 50% in the form of a cliff-vesting PSU award, the payout of which is based on our TSR over a three-year performance period compared to that of our performance peer group and (2) 50% in the form of a time-vesting restricted stock award. Thus, half of the total award pays out depending on how our TSR compares to that of our PSU peers as opposed to the absolute price of our own stock, which may be influenced by general industry or macroeconomic conditions that may exist at various points in time, rather than our own financial performance.

The Compensation Committee determined in December 2019 that the total value of the 2020 long-term incentive award opportunity for Mr. Staffeldt would be the same as the prior year. The value of the long-term incentive award to Mr. Kratz was increased from $3,200,000 to $3,600,000; prior to such increase Mr. Kratz last

received an increase to his long-term incentive award value in 2014. The value of the long-term incentive award to Mr. Sparks was increased from $1,075,000 to $1,175,000. The value of the long-term incentive award to Mr. Neikirk was increased from a $150,000 time-vesting cash award in 2019 (as he was not made an executive officer until May 2019) to a $750,000 long-term incentive award in the same form as the other NEOs. Increases to the long-term incentive award values for Messrs. Kratz, Sparks and Neikirk were made in December 2019 reflective at such time of the Company’s continued growth as well as such NEO’s individual and Company successes, with such increases made by the Compensation Committee in consultation with Willis Towers Watson and supported by market data of our Benchmarking Peer Group.

Set forth below are the long-term incentive awards granted in January 2020 to each of our NEOs:

In January 2020, each NEO received a PSU award pursuant to our 2005 Long-Term Incentive Plan. Each unit represents the contingent right to receive at vesting one share of our common stock. These awards are to be paid out, if at all, in shares of Helix common stock. The PSU awards are subject to a three-year cliff-vesting, with the final number of shares issued based on our TSR relative to that of our Performance Peer Group companies over the same three-year period.

In 2020 the Compensation Committee established a separate Performance Peer Group, bifurcated from our Benchmarking Peer Group, to measure comparative TSR performance under the 2020 PSU awards. The Performance Peer Group was established formulaically to be comprised of all companies within the S&P 1500 (a composite index comprised of the S&P 500, S&P 400 mid-cap index and the S&P 600 small-cap index) which utilize a GICS code specific to the Oil & Gas Equipment & Services sub-industry. In creating the Performance Peer Group the Compensation Committee emphasized its desire for an unbiased and repeatable approach to establishing a large group of companies against which the Company competes for investment dollars. Accordingly, the Performance Peer Group under the 2020 PSU awards was as follows: