Amy Nelson
HELIX ENERGY SOLUTIONS GROUPAbout Amy H. Nelson
Independent director since August 2019; age 56; President, Greenridge Advisors, LLC (founded 2007). Background includes VP at SCF Partners and planning/project management/engineering roles at Amoco. Education: economics and mechanical engineering degrees from Rice University and an MBA with distinction from Harvard Business School. Designated an Audit Committee Financial Expert; Board tenure 6 years as of 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenridge Advisors, LLC | Founder/President | Founded 2007; ongoing | Energy services/equipment consulting focused on strategy execution and financing |
| SCF Partners | Vice President | Prior to 2007 (dates not specified) | Oilfield service and equipment-focused PE; served on several private company boards |
| Amoco Production Company | Planning, project management, engineering | Dates not disclosed | Planning and engineering roles in upstream operations |
External Roles
| Organization | Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| Patterson-UTI Energy Inc. | PTEN | Director | Since Sept 2023 (current) | Became director following NexTier/PTEN merger |
| APA Corporation | APA | Director | 2014–2024 | Independent E&P company |
| NexTier Oilfield Solutions Inc. | NEX | Director | Jul 2019–Sep 2023 | U.S. land OFS; merged into PTEN in Sep 2023 |
Board Governance
- Committee assignments: Audit Committee Chair; members include Nelson (Chair), Glassman, Lovoi, Transier. All Audit members are independent under NYSE 303A and Exchange Act Rule 10A-3; Nelson is designated an Audit Committee Financial Expert.
- Nelson is not a member of the Compensation Committee (Lovoi Chair; Harris, Little) nor the Corporate Governance & Nominating Committee (Little Chair; Glassman, Harris).
- 2024 meetings: Board 15 (5 regular, 10 special); Audit 6; Compensation 4 (plus 1 special); Governance 4 (plus 1 special). Each director attended at least 75% of Board and committee meetings during their service.
- Independence: The Board affirmed Nelson’s independence under NYSE Rule 303A; overall 86% of Board is independent; Chairman of the Board is independent; all standing committees are fully independent.
- Executive sessions: Non-management independent directors meet in executive session regularly; presided over by the independent Chairman or relevant committee chair.
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $121,305 | Includes quarterly director ($70,000/yr) and committee fees; chair retainer $20,000/yr; non-chair committee member retainer $10,000/yr; paid quarterly . Also includes Q4’23 fees paid in 2024 ($22,500 for Nelson). |
| Annual Director Cash Retainer Policy | $70,000 | Paid quarterly; directors may elect restricted stock in lieu of cash (125% of cash equivalent; 2-year vest). |
| Committee Chair Retainer Policy | $20,000 | Paid quarterly. Nelson serves as Audit Chair. |
| Committee Member Retainer Policy | $10,000 | Non-chair committee membership retainer. |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Director Restricted Stock (2024 service) | Dec 6, 2023 | 17,007 | $150,000 | One-year vest under director grant program | Represents annual equity grant for 2024 Board service. |
| Annual Director Restricted Stock (future service) | Dec 11, 2024 | 14,881 | $150,000 | One-year vest under director grant program | Annual grant for future Board service. |
- Director equity program structure: Annual December restricted stock grant with $150,000 value and one-year vest; immediate vesting on Change in Control per LTIP; directors may elect quarterly retainers in restricted stock at 125% of cash equivalent with two-year vest (Nelson’s 2024 table shows cash received; election not indicated). Stock options are not currently an element of director compensation.
- Audit Committee role: Produces annual report; in 2025 recommended inclusion of audited 2024 financials in Form 10-K; signed by Amy H. Nelson, Chair—demonstrates active committee engagement.
Other Directorships & Interlocks
| Company | Industry | Relationship to HLX | Potential Interlock/Conflict Note |
|---|---|---|---|
| Patterson-UTI Energy Inc. (PTEN) [current] | Land drilling/completions | Adjacent energy services | Industry adjacency; no HLX-related party transactions disclosed in 2024; Board evaluates independence annually. |
| APA Corporation (APA) [former] | E&P | Customer-side industry | Former directorship ended 2024; no related party transactions in 2024. |
| NexTier Oilfield Solutions (NEX) [former] | Land OFS | Adjacent energy services | Former directorship ended on merger; no related party transactions in 2024. |
Expertise & Qualifications
- Corporate strategy, capital allocation, sustainability oversight, and risk assessment in oil and gas; direct public company committee experience overseeing sustainability.
- Audit Committee Financial Expert designation; financial management expertise per NYSE listing rules.
- Industry breadth across OFS and E&P, with board experience at APA, NexTier, and PTEN.
Equity Ownership
| Metric | As of | Amount | Detail |
|---|---|---|---|
| Shares Beneficially Owned | Mar 18, 2025 | 106,479 | Includes 14,881 unvested restricted shares over which Nelson has voting power. |
| Percent of Common Stock Outstanding | Mar 18, 2025 | * (<1%) | 151,530,339 shares outstanding. |
| Unvested Restricted Stock Outstanding | Dec 31, 2024 | 14,881 | Issued Dec 11, 2024; annual grant for future Board service. |
| Ownership Guidelines | Policy | In effect; compliant | Directors subject to stock ownership guidelines; 5-year compliance window; all covered persons in compliance as of Dec 31, 2024. |
| Hedging/Pledging | Policy | Hedging prohibited; pledging heavily restricted | Pledging only with strict quantitative limits and Board approval; no outstanding pledges by any director/officer at this time. |
Say-On-Pay & Shareholder Feedback
| Voting Item | Meeting Date | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|---|
| Advisory vote on 2024 NEO compensation | May 14, 2025 | 118,962,715 | 8,415,187 | 303,899 | 10,895,647 |
- Prior year (2024) advisory vote on 2023 executive compensation received 95% favorable support—indicator of investor alignment.
Related Party Transactions and Conflicts
- Policy: Audit Committee reviews and approves related party transactions; threshold $120,000; policy last amended May 2023.
- 2024 results: No related party transactions requiring disclosure; no family relationships among directors, nominees, or executive officers.
Governance Assessment
-
Strengths
- Independent director with Audit Chair role and SEC “financial expert” designation—enhances financial rigor and risk oversight.
- Board independence (86%) and independent Chairman; all standing committees independent—supports arm’s-length governance.
- Active committee engagement: Audit Committee report signed by Nelson; robust pre-approval and independence oversight of auditors.
- Ownership alignment: Complies with director stock ownership guidelines; holds unvested RS with voting power; hedging prohibited; pledging tightly constrained with no outstanding pledges.
- Shareholder support: Strong say-on-pay outcomes (95% favorable in 2024; majority approval in 2025).
- Attendance: Met ≥75% Board/committee attendance threshold; Board and committees met frequently in 2024.
-
Potential Watch Items
- External directorship at PTEN (OFS industry adjacency). No 2024 related-party transactions disclosed and independence reaffirmed; monitor future vendor/customer relationships for any Item 404 exposure.
-
Red Flags
- None disclosed: No related-party transactions; no hedging; no pledging outstanding; no Section 16(a) delinquencies; director compensation avoids stock options and uses simple retainer/equity mix.