Independent
Tenure on this board
3.7 yrs
Also a director at
Chart Industries Inc (GTLS)
3 nominees · 3 ballot items.
Election of three Class III directors; Ratification of KPMG LLP as independent auditors; Advisory (non-binding) approval of 2025 executive compensation.
Elect three Class III directors (Paula Harris, Amy H. Nelson, William L. Transier) to serve three-year terms expiring in 2029.
Ratify selection of KPMG LLP as Helix’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Advisory (non-binding) shareholder vote to approve the 2025 compensation of named executive officers.
This advisory proposal asks shareholders to approve Helix’s 2025 executive compensation as disclosed in the CD&A and related tables. Management designed 2025 compensation to align executives with shareholders via a mix of base salary, short-term incentives tied primarily to Adjusted EBITDA with sustainability KPIs, and long-term incentives split between time-vesting RSUs and performance-based PSUs measured on relative TSR and cumulative Free Cash Flow. The Compensation Committee recommends approval, citing competitive benchmarking, retention/attraction needs, pay-for-performance design, and prior high Say-on-Pay support (93% in 2025 for 2024 compensation). A FOR vote is non-binding but will be considered in future decisions; the company notes discretion retained by the Compensation Committee for payouts and acknowledges that certain payments may not be tax-deductible. The proposal’s primary governance significance is to provide shareholder feedback on pay alignment and program design; given Helix’s performance metrics, payout outcomes, and investor engagement, management frames the program as appropriately calibrated to Long-term shareholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.2% | 14,963,829 | $148M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.8% | 8,577,782 | $85M |
| 3 | STATE STREET CORP | 4.6% | 6,709,503 | $66M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.2% | 6,234,761 | $62M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 6,044,695 | $60M |
| 6 | Invesco Ltd. | 3.6% | 5,339,154 | $53M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.5% | 5,197,560 | $51M |
| 8 | BlackRock, Inc. | 3.2% | 4,746,570 | $47M |
| 9 | PRINCIPAL FINANCIAL GROUP INC | 3.1% | 4,588,666 | $45M |
| 10 | BNP Paribas Asset Management Holding S.A. | 2.0% | 3,015,084 | $30M |
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