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Get filing alertsHelix Energy discloses CEO pay package and equity awards tied to Hornbeck Offshore merger
Filed September 4, 2026 · Period ending September 1, 2026 · ~1 min read
Key Changes
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CEO Todd M. Hornbeck's new employment agreement sets base salary at no less than $875,000, target bonus at 140% of salary, and target long-term incentive at $4.5 million.
Item 5.02 verify on EDGAR → -
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Hornbeck received 1 million performance-based RSUs with potential to earn up to 1.5 million shares, vesting tied to $75 million in annualized gross synergies and stock price targets of $14 and $20 per share by year-end 2029.
Item 5.02 verify on EDGAR → -
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Five executive vice presidents, including the CFO and General Counsel, entered into employment agreements with base salaries of at least $500,000 for Sparks and Todd and $400,000 for Adams, Giberga, and Cook, plus target bonuses equal to 100% of base salary.
Item 5.02 verify on EDGAR → -
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The Board adopted the 2026 Omnibus Inducement Incentive Plan without stockholder approval, reserving 1.5 million shares for awards to prospective employees.
Item 5.02 verify on EDGAR → -
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The company issued a press release announcing Hornbeck's PSU award under NYSE Rule 303A.08, furnished as Exhibit 99.1.
Item 7.01 verify on EDGAR →
Summary
Helix Energy Solutions Group disclosed new executive employment agreements and equity awards in connection with the Hornbeck Offshore transactions. CEO Todd M. Hornbeck's compensation package includes a base salary of at least $875,000, a target bonus of 140% of salary, and a target long-term incentive of $4.5 million.
He also received 1 million performance-based RSUs that can pay out up to 1.5 million shares if the company expected to achieve $75 million in annualized gross synergies and stock price targets of $14 to $20 per share by year-end 2029. Five executive vice presidents received similar agreements with base salaries ranging from $400,000 to $500,000 and target bonuses equal to 100% of salary.
The Board also adopted a new inducement plan without stockholder approval, reserving 1.5 million shares for future hires. These compensation arrangements are designed to retain key leadership and align their interests with the success of the combined company following the merger. The filing does not indicate any disagreements or departures among the named executives.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Helix discloses new executive employment agreements, equity awards, and director compensation in connection with the Hornbeck Offshore transactions.
Added in current filing · verify on EDGAR →
The CEO Employment Agreement provides for (i) an annual base salary of not less than $875,000, (ii) a target annual bonus of 140% of base salary, (iii) a target long-term incentive opportunity of $4,500,000 and (iv) an automobile provided by the Company (the “Automobile Benefit”).
Todd M. Hornbeck entered into a second amended and restated employment agreement as President and CEO with a five-year initial term and automatic one-year renewals. The agreement sets his base salary at no less than $875,000, target bonus at 140% of salary, and target long-term incentive at $4.5 million. Severance on a qualifying termination is 2.5 times base salary plus target bonus, payable over 24 months.
Added in current filing · verify on EDGAR →
the Company granted equity awards to Messrs. Hornbeck, Adams, Sparks, Todd and Cook (the “Executive Equity Awards”) with the following grant date fair values: $4,500,000 (Mr. Hornbeck), $1,400,000 (each of Messrs. Sparks and Todd) and $800,000 (each of Messrs. Adams and Cook).
Five executives received equity awards granted 50% as RSUs and 50% as non-qualified stock options under the 2005 Plan. Grant date fair values range from $800,000 to $4.5 million. Awards cliff-vest on September 1, 2029, subject to continued service, with acceleration provisions for death, disability, qualifying termination, and change in control.
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On September 4, 2026, in accordance with Rule 303A.08, the Company issued a press release announcing Mr. Hornbeck’s PSU award, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Company issued a press release announcing a performance share unit (PSU) award to Mr. Hornbeck. The press release is furnished as Exhibit 99.1 and incorporated by reference. The filing does not disclose the size or terms of the award in the body of the 8-K.
Event · Exhibit 99.1
Hornbeck granted Todd M. Hornbeck a performance-based equity award covering up to 1.5M shares as an employment inducement tied to the Helix merger.
Added in current filing · view on EDGAR →
the Company granted Todd M. Hornbeck a performance-based equity award covering up to 1,500,000 shares of common stock under the Hornbeck Offshore Services, Inc. 2026 Omnibus Inducement Incentive Plan (the “Inducement Grant”).
The company granted Todd M. Hornbeck a performance-based equity award covering up to 1.5 million shares of common stock under the 2026 Omnibus Inducement Incentive Plan. The grant was made as a material inducement to Mr. Hornbeck's acceptance of employment with the combined company following the previously announced merger with Helix Energy Solutions Group.
Added in current filing · view on EDGAR →
The award will vest in two tranches: 500,000 shares vest based on achievement of target annualized gross synergies, and up to 1,000,000 shares vest based on achievement of certain share price targets, in each case by year-end 2029.
The award vests in two tranches: 500,000 shares tied to achieving target annualized gross synergies, and up to 1,000,000 shares tied to achieving certain share price targets, with both tranches vesting by year-end 2029. Vesting is also subject to the plan and award agreement terms and Mr. Hornbeck's continued service.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 8, 2026 · How we verify