Leadership & Governance

Leading with integrity through strong governance and ethical practices

Leadership

Our Board is comprised of seven members, six of whom are independent and all of whom bring a diverse viewpoint to strategy and issues we face as an offshore services company. In addition to a majority independent Board, we maintain an Independent Chairman of the Board and entirely independent Board Committees.

Our Executive Team has an average of 25+ years of experience working in the oil and gas services field with the majority of those spent working at Helix.

This positions the team well to intimately know the business and the trajectory of services over its lifespan. They are well suited to lead and direct the strategy of the Company with a continued focus on Safety, Sustainability and Value Creation.

Board Oversight

Oversight of Helix's key business objectives, strategic direction, and performance is vested with our Board and implemented by our Executive Management Team. Our Board has established three independent committees to assist in the discharge of its responsibilities: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee (Governance Committee).

Our Board routinely assesses corporate governance policies and practices to align with our key business objectives, strategic direction, and risks. Value creation through effective leadership starts with our Board, its Committees, and our Executives.

Our Board actively engages in environmental, health, safety, and social issues, including climate change.

The Board provides meaningful insight into management's efforts through an open dialogue and in-person meetings, including visits to our vessels and offices. 

The Board regularly receives reports on Helix's climate strategy, enterprise risk management, ESG, information security matters, safety records including Total Recordable Incident Rate (TRIR), Lost Time Incidents (LTIs), and any significant accident or illness incident.

In 2025, the Board held its Strategy Meeting onsite at Helix Alliance’s Houma, Louisiana office.

Our Board Committees

Our Board establishes independent committees to help fulfill its oversight responsibilities. These committees provide structure, guidance, and accountability across strategy, governance, risk, and sustainability.

Audit Committee

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Review risk assessment, mitigation, and management policies and processes, including:

  • Compliance and Ethics Program, including Anti-Corruption
  • Review systems of disclosure controls and internal controls over financial reporting
  • Appoint and oversee an independent registered public accounting firm
Responsible for:
  • Integrity of Financial Statements
  • Compliance with Legal and Regulatory Requirements related to disclosure
  • Performance of internal audit function and independent auditors
  • Independent auditors’ qualifications and independence
  • Key Credit Risks
  • Cybersecurity Risks and Control Procedures
  • Related Party Transactions
  • Hedging Policies and Transactions
Annually:
  • Review and approve Committee Charter, Internal Audit Charter, the Code of Ethics for Chief Executive Officer and Senior Financial Officers, our hedging strategy, our Cybersecurity risk strategy, processes and controls and our compliance program, including compliance training
  • Review the annual Proxy Statement, 10-K, audited financial statements, and current tax structure
  • Review any Critical Audit Matters
  • Appoint independent auditors and review and approve overall scope and plans for all internal audits
  • Receive updates from IT
Each Committee Meeting/ Quarterly:
  • Receive reports from Internal Audit
  • Meet privately with Internal Audit and our independent auditors
  • General Counsel and Compliance Officer provide updates to the committee on litigation and disputes
  • Compliance Officer provides updates on anonymous reporting hotline and other complaints, including the status of investigations
  • Review the 10-Q, quarterly financial statements, and earnings press materials
  • Review and discuss with management and independent auditors any significant financial reporting issues and judgments
  • Review and approve all audit, review, and attest engagements and permissible non-audit and tax services to be performed by independent auditors

Compensation Committee

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  • Engage compensation advisers
  • Review shareholder feedback on executive compensation
  • Compare compensation programs with market peers
  • Establish and monitor stock ownership guidelines
  • Approve compensation discussion & analysis (CD&A) of Proxy Statement
Responsible for:
  • Compensation Philosophy, Policies and Programs
  • Executive Officer Compensation
  • Employment Agreements
  • Director Compensation
  • Human Capital Management
  • Employee Benefit and Stock Plans
  • Retention Risk
Annually:
  • Review and assess Committee Charter, compensation philosophy and objectives, corporate goals and objectives relevant to CEO’s compensation, CEO’s performance and compensation, and compensation for Executive Officers
  • Review and approve the results of advisory votes and other feedback from shareholders on executive compensation
  • Provide Committee Report for annual Proxy Statement and review CD&A
  • Evaluate and recommend Director compensation levels
  • Recommend benefits available under Helix’s incentive compensation plans and any qualified equity-based plans to the Board
  • Oversee Helix’s development and management of Human Capital Management policies, strategies, and initiatives
Each Committee Meeting/ Quarterly:
  • Review and approve Benchmarking and Performance Peer Groups
  • Oversight of Human Capital management including review of workforce statistics
  • Review and administer executive compensation programs

Corporate Governance & Nominating Committee

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  • Evaluate processes and criteria to identify potential director nominees, including retaining any search firm
  • Review and recommend director nominees
  • Review incumbent directors' qualifications, including independence
  • Recommend the number, term, class, and committees of directors
Responsible for:
  • Shareholder concerns and matters regarding corporate governance
  • Stakeholder outreach
  • ESG matters, including Climate-Related Risks and Opportunities
  • Succession Planning
  • Board assessment
  • Director Onboarding, Orientation and Education
Annually:
  • Solicit evaluations of the functioning of the Board and its committees
  • Review and assess Committee Charter
  • Review Board committee structure, membership, and its leadership, including function of committees
  • Review process to identify nominees including recommendations by shareholders
  • Identify and recommend nominations of Directors, including number and term
  • Recommend members, number, and term for each Committee
  • Oversee annual establishment of Board
  • Review Director independence
  • Review and recommend changes to Helix corporate governance principles, including Corporate Governance Guidelines, policies and codes
  • Review Corporate Sustainability Report and D&O Insurance Coverage
  • Receive updates on Key Management Succession Planning
    Each Committee Meeting/ Quarterly:
  • Receive an update on Sustainability activities and risks, including climate change
  • Sustainability & Compliance Officer provides an update on the Company’s sustainability efforts and strategy, including ESG performance, risks and opportunities and future plans
  • Recommend and oversee Director education programs
  • Review third-party rating agency scoring and governance topics
  • Review shareholder concerns and proposals and make recommendations

Cybersecurity

Helix takes a structured, multi-layered approach to managing cybersecurity. Oversight begins at the Audit Committee level, with experienced IT leadership driving daily risk management, and clear processes in place to guide incident response and remediation.

Audit Committee Oversight

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The Audit Committee is responsible for overseeing our cybersecurity risk management and practices. Certain members of our management, including the Executive Vice President and Chief Financial Officer, Vice President – Finance & Accounting and Chief Accounting Officer and the Vice President of Internal Audit, report to the Audit Committee regarding cybersecurity risks.

On at least an annual basis, the Chief Information Officer in conjunction with IT management provides a comprehensive cybersecurity review to the Audit Committee. Interim updates are provided to the Audit Committee by the CFO on an as needed basis should an incident warrant immediate notification or escalation.

IT Leadership & Risk Management

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Within Helix’s IT department, several IT management positions are responsible for assessing and managing cybersecurity risk, including the Chief Information Officer, Director of Information Technology and Cybersecurity Manager.

Each of the IT department’s management personnel has over 20 years of IT experience. The Director of Information Technology and the Cybersecurity Manager positions are tasked with the daily and per incident assessment and management of cybersecurity risks, while the Chief Information Officer is tasked with oversight.

Helix’s IT department holds regular quarterly meetings with the CFO, CAO, and Vice President of Internal Audit to recap cybersecurity risks and incidents and to determine any actions required.

Incident Response & Remediation

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Helix’s IT department keeps management involved and informed throughout the entire process of any cybersecurity incident from initial monitoring and discovery through the remediation and restoration, all in accordance with the processes outlined in our Cybersecurity IRP.

Enterprise Risk Management and Risk Oversight

Helix manages risk through a structured process that combines Board oversight, management's day-to-day responsibilities, and regular reporting. This approach ensures that both strategic and operational risks are identified, monitored, and addressed at the appropriate level.

Board Oversight of Risk

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Our Board oversees Helix’s enterprise risk management process and reviews Helix’s short- and long-term strategies and significant risks, including climate risks. Management identifies and prioritizes risks and risk mitigation associated with our business, which are discussed at Board and/or Committee meetings as appropriate.

The Board routinely reviews the major, “mission critical” risks facing Helix and various options for mitigating those risks. Additional review and reporting of risks are conducted as needed or as requested by our Board and/or such Committees. Our Board reviews and approves the Enterprise Risk Management Policy that guides Helix’s executive management team.

Management of Day-to-Day Risk

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Our Finance, Legal (which includes compliance, HR, 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 pursuant to our Enterprise Risk Management Policy.

This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance, and reporting levels.

Committee and Management Reporting

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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, throughout the year the Board receives management presentations that include a discussion of risks as necessary and appropriate, including risks associated with safety and proposed transactions.

Sustainability

Sustainability at Helix is guided from the top. Our Board, through its committees, oversees climate strategy and ESG priorities, while leaders across the company work together to shape and advance our sustainability agenda.

Board Oversight of Sustainability

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Helix’s Board is responsible, as a whole and through its Committees, for the Company’s sustainability and climate-related strategy supported by the efforts of various individuals and teams at all levels of the Company.

The Board has entrusted oversight of sustainability to specific Committees and ESG, generally, to the Governance Committee and as further described in the chart.

The Board is regularly informed through its Committees of ESG priorities, risks and opportunities.

Cross-Functional Leadership in Action

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These leaders in conjunction with the Climate Change Action Committee engage cross-functionally with other leaders throughout the organization to address Helix’s current and future sustainability strategy.

Climate Change Action Committee

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Our Climate Change Action Committee was formed in 2021 to further Helix’s commitment on its journey to improved sustainability and had its inaugural meeting in November 2021. The Committee is comprised of key leaders from QHSE, Finance, Legal, our Business Units and Executive management. Throughout the year the Committee convenes to evaluate and audit Helix’s impact on Climate Change and our go-forward strategies and disclosures of emissions.

These meetings were well attended by members in 2024. Mike Newbury, Helix’s Vice President of QHSE, reports directly to Scotty Sparks, Helix’s Executive Vice President and Chief Operating Officer, and leads the Climate Change Action Committee.

Safety

At every regular Board meeting our Chief Operating Officer or his designee reports to the Board on Helix’s performance compared to HSE targets set for ourselves against industry standards, and various initiatives being implemented by HSE management.

Further Information

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Please see our Health & Safety section for more information.

Key Policies & Practices

Our policies and codes of ethics establish clear standards for how we operate - from ensuring ethical conduct and fair business practices, to safeguarding health, safety, and the environment, to maintaining transparency in governance and relationships.

Together, these principles guide our employees, leaders, and partners in building trust and delivering long-term value.

Code of Business Conduct and Ethics

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Operating ethically is paramount in all of our actions to create the trust necessary to achieve operational excellence. The Code guides our employee's and business partners’ performance to meet Helix’s standards in their day-to-day activities. Our beliefs are embedded within the Code and demonstrate Helix’s commitments to fundamental human rights, freedom of association, protecting underrepresented groups and women’s rights, and fair wages for our employees.

Ethical principles outlined in the Code include, among other principles, matters such as:

  • Compliance with laws, rules and regulations
  • Avoiding insider trading
  • Competing fairly and honestly
  • Promoting honest and ethical behaviors
  • Complying with disclosure and reporting obligations
  • Promoting a safe working environment
  • Acting ethically with honesty and integrity.

Each year managers are asked to certify to their compliance with the Code and provide information on any actual or suspected violations of the Code. This facilitates an open dialogue to discuss concerns and any potential violations, and the path to address them.

Helix Code of Business Conduct and Ethics

Code of Ethics for Chief Executive Officer and Senior Financial Officers

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Helix maintains a separate Code of Ethics for its Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or Corporate Controller, and Vice President – Internal Audit (the “Senior Officers Code”) which is intended to supplement and be read in conjunction with the Code.

The Senior Officers Code promotes honest and ethical conduct, including the ethical handling of actual and apparent conflicts of interest between personal and professional relationships, compliance with applicable laws, rules, and regulations, confidentiality, and fair and full disclosure in the Company’s public communications.

Helix Code of Ethics for CEO and SFO

Related Party Transactions

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Our Audit Committee is responsible for reviewing and approving the terms and conditions of all related party transactions and has adopted a written Statement of Policy with respect to Related Party Transactions.

Based on this policy, we approve and enter into transactions with a related party when the Board acting through the Audit Committee, determines that such transaction is in, or not inconsistent with, the best interests of Helix and our shareholders.

Health Safety and Security Statement of Policy

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Helix fosters a positive working environment for our employees and a corporate culture committed to exemplary practices in health, safety and security.

We are committed to the health, safety, security and welfare of our employees, contractors and interested parties affected by company activities. Applying our management systems, we endeavor to reduce the incidence of injury and occupational illnesses, meet our clients’ needs and deliver shareholder value.

Health, Safety and Security Statement of Policy

Please see our Health & Safety section for more information

Environmental and Energy Policy

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Helix is committed to protecting the environments in which we operate while maintaining efficient operations. Applying our management systems, we aim to protect our environment, reduce our impact on the surrounding environments, reduce our energy consumption where possible, meet our clients’ needs and deliver shareholder value.

Environmental and Energy Statement of Policy

Please see our Climate Change & Biodiversity section for more information

Political Advocacy

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Helix is politically neutral and does not lobby. Helix’s Code of Business Conduct and Ethics prohibits the use of Company funds or assets for political purposes

Helix paid $0 in Political Action Committee contributions. $0 in political contributions and had $0 monetary losses from legal proceedings associated with environmental regulations or corruption.

Compliance

At Helix, compliance is fundamental to how we operate. We uphold the highest ethical and legal standards through robust policies, training, and oversight.

Third Party Risk Rating

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We have established internal and external controls through our Legal and Audit teams and third-party resources to monitor and track potential issues and risks when engaging third parties. With the selection of each new vendor, supplier or agent, a risk rating occurs. We consider the location of the third-party, the nature and scope of work to be performed, the country where the services will be performed, the duration of the services, and the potential interaction of the third-party with government agents or officials. Based on these risks, the third-party is rated on a scale from 1 through 4, with Level 4 requiring the most stringent of diligence and review, including approval from Helix’s Compliance Officer.

In addition to diligence disclosures and/or reference checks, we require third parties to comply with (i) Helix’s Anti-Corruption Policy and (ii) the applicable anti-corruption laws of the third-party’s home location, Helix’s location, and the country in which services are performed. Applicable transaction partners certify annually to their knowledge and compliance with our Anti-Corruption Policy, and Helix seeks the ability to audit the books and records related to our engagement.

Anti-Corruption

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Throughout our organization, we integrate a culture of honesty, the antithesis of bribery and corruption. We are committed to combatting corruption and bribery not only through our culture but also by implementing training, appropriate protocols, practices amongst our employees and the suppliers and vendors we engage.

Our Anti-Corruption Policy includes measures, controls, and guidance to identify and assess risks, relevant laws, and reported concerns internally and externally. Helix strictly prohibits bribery, including offering, promising, giving, or accepting (or agreeing to do any of the foregoing) any financial or other advantage to any person, with the intent for that person or a third-party to improperly perform a function or activity. We also strictly prohibit employees and agents from making “facilitating payments.”

We utilize a risk-based approach when engaging with third parties, including agents, whereby we implement our anti-corruption and anti-bribery program based on the level of risk the proposed third-party may have.

Anti-Corruption Compliance Policy

Human Rights, Anti-Slavery and Anti-Human Trafficking

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Helix commits to providing fair and equitable wages and benefits in accordance with local laws to our employees.

Please see our Human Rights section for more information

Compliance Hotline

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We maintain an anonymous reporting system administered by a third-party provider for our employees, agents and representatives to report any actual or suspected unethical behavior or misconduct (e.g., human rights violation, harassment, discrimination, bribery, fraud or other financial misconduct). This system can be accessed 24 hours a day, 7 days a week, 365 days a year, through an online portal, a toll-free telephone number within the US or an international telephone number outside the US. Reflective of our global presence, the system is available in multiple languages and provides translation services.

Upon submission, each report is received by our Audit Committee Chair and our Compliance Officer, who together work with the relevant business unit and/or HR, as required, to investigate, respond to and resolve such concerns.

We regularly seek to promote and encourage the use of our reporting Hotline including posting the resource throughout our vessels and offices and sending key reminders of this tool to our employees as an alternative reporting option. In addition to e-mail reminders, we have posters on all of our vessels and onshore offices.

The number of Hotline reports increased in 2024 to 19 reports from 6 reports in 2023, all of which have been reviewed and closed. We believe such variance is due to differing cultural attitudes towards the use of this tool based on the location our vessels are operating in.

In 2024, our reporting Hotline received 19 reported inquiries or concerns. As of the date of this Report, all 2024 Hotline reports have been resolved.

Supply Chain

Helix is committed to maintaining a responsible and sustainable supply chain. We set clear expectations for our suppliers and vendors, assess and categorize potential risks, and require alignment with our ethical, safety, and environmental standards.

Supplier Risk Assessment

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We are committed to working with suppliers and vendors who are responsible in their environmental, economic, and social activities. We roll down our principles, so we communally provide a standard of safety and sustainability throughout our value chain of services.

We review the services each supplier provides and categorize their services into one of four categories based on (i) the impact of services on the operations, (ii) the location of services, (iii) lead time for services, and (iv) interaction with third parties including government officials.

This rating then initiates our screening process and evaluation to implement appropriate diligence.

Supplier Expectations & Standards

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We strive to work with suppliers and vendors that have proactive safety and environmentally focused management systems and are committed to the principles we identify in our Supplier and Vendor Expectations.

Suppliers and vendors are also expected to review and become familiar with our Code, Human Rights Policy, and Anti-Corruption Policy

Supplier Audits & Accountability

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Accordingly, we actively audit our suppliers to confirm they provide us with reliable services that do not violate applicable law or adversely impact our regulatory, safety and environmental commitments.

Annual audits are performed on select critical suppliers and vendors. In the event Helix is made aware of a nonconformance by a Helix supplier or vendor through an audit, self-disclosure or third-party, Helix holds the supplier or vendor accountable for such deviation, with remedies that may include cancellation of the contract.

59% of Level 3 and 4 Vendors* Certified to ISO 14001 or Comparable Standard**

77% of Level 3 and 4 Vendors* are Working to Reduce Emissions**

100% of Level 3 and 4 Vendors* prohibit forced/slave labor**

100% of Level 3 and 4 Vendors* prohibit the use of child labor**

In 2025, we conducted an audit of our Level 3 and 4 vendors* to determine compliance with ISO 14001 certification or an alternative standard, whether our vendors have a plan in place to reduce energy consumption and/or carbon emissions and their policies pertaining to anti-bribery and modern slavery. Review was limited to vendors who provide goods or services on-site or critical to operations.

*Vendors who are significant or critical for vessel operations or project execution and the services are or may be provided at our owned offshore facilities or our owned/operated vessels.

**Based on responses received as of December 1, 2025.

Stakeholder Engagement

Good corporate governance includes being responsive to the owners of our Company - our shareholders.

We engage with our shareholders to discuss operational, financial, governance, executive compensation, environmental, safety, social and policy issues. Fostering long-term relationships, maintaining shareholder trust and goodwill through our policies and activities, and adhering to our core values remain the principal objectives of our Company. Any shareholder or other interested party may send written communications to any one or more of our Directors. We actively engage with our stakeholders at every level of the organization to embed the tenets learned from such engagement in our commitment to sustainable progress.

Customers

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  • Daily work on customer locations
  • Daily communications via emails, calls and meetings
  • Performance assessments and reports
  • Annual Corporate Sustainability Report
  • Social Media

Employees

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  • Quarterly Employee Newsletter
  • Social Media
  • Training and Development
  • Performance management
  • Periodic Employee Engagement Surveys
  • Annual Corporate Sustainability Report

Shareholders

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  • Quarterly earnings calls
  • Regular investor calls and meetings
  • Annual Meeting of Shareholders open to all shareholders
  • Sustainability outreach with investors
  • Annual Corporate Sustainability Report
  • Social Media

Industry Groups and Non-Governmental Organizations

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  • Meetings and educational events
  • Industry group sponsorship/participation
  • Data gathering and analytics.

Communities

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  • Volunteer opportunities
  • Social Media

Vendors and Suppliers

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  • Selection and contracting process
  • Direct communication
  • Audit of certain Vendors and Suppliers

Data Privacy and Security

Protecting our systems, data, and stakeholders is a core priority at Helix. Our cybersecurity program combines oversight, training, risk management, and incident response to safeguard against evolving threats. With a proactive approach and strong governance, we work to maintain resilience and trust across our global operations.

Cybersecurity Program

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Our cybersecurity program is designed to monitor, detect, prevent, and respond to cyber threats.

We take a multi-faceted approach to identifying and mitigating information security risks, including annual penetration tests of our external network, utilizing third-party scanning tools to monitor our network, timely maintenance and updates to software, training employees on security risks, and encouraging employees to report suspicious activity via designated e-mail accounts and Helix’s internal helpdesk.

Training

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Annual cybersecurity awareness training to demonstrate the risks of using technology and how to effectively defend against cyber threats is provided to onshore and offshore users and the Board of Directors according to a designated deployment schedule.

In 2024, our onshore and offshore employees completed 880 hours of cybersecurity training.

Incident Response Plan (IRP)

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We assess, identify, and manage material risks from cybersecurity threats and vulnerabilities according to our IRP. The IRP uses the six-stage model of the National Institute of Standards and Technology Cybersecurity Framework (Preparation, Detection, Containment, Investigation, Remediation, and Recovery) to outline steps for reporting, responding, and mitigating various aspects of a cybersecurity incident.

Execution of the IRP’s incident response activities are coordinated by the Cybersecurity Incident Response Team, and communications planning via the Helix Crisis Assistance Team and the Cybersecurity Incident Communication Group.

We engage external parties to aid in processing and managing cybersecurity incidents as needed, including utilization of the services and expertise of local law enforcement and government entities, partnering financial institutions, a third-party security operations center (“SOC”), and managed service providers. In addition, we collaborate with our internal auditors to ensure our processes are documented and followed appropriately.

Oversight

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Helix currently does not maintain an information security risk insurance policy, provided, this is reviewed and discussed by the Board annually to weigh costs, risks, and mitigating factors. Please see more about the Board’s oversight in the Cybersecurity section above

Incidents

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Notifications and remediation of cyber threats are tracked, reviewed, and archived. Processes implemented and lessons learned involving these third parties are evaluated after each incident to ensure efficiency and replication.

We have experienced, and may continue to experience, cyber incidents in the normal course of our business, provided, Helix has not suffered a material security breach in the last 3 years that resulted in the loss of any information; therefore, net expenses incurred from information security breaches, breach penalties and settlements over the last three years, relative to total revenue, is 0%.

Helix has no penalties or settlements related to IT security over the past three years.

Where to Next?

People & Communities

People & Communities

Building an inclusive workplace and supporting the communities where we live and work.

People & Communities
Sustainability at Helix

Sustainability at Helix

Operating with integrity, reducing our environmental footprint, and supporting the people and communities we serve.

Sustainability Home
Climate Change & Biodiversity

Climate Change & Biodiversity

Reducing our footprint and protecting ecosystems for a sustainable future.

Climate Change & Biodiversity
Health & Safety

Health & Safety

Putting safety first to protect our people, partners, and operations.

Health & Safety
Helix Forward Looking Statements
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