Diana Glassman
HELIX ENERGY SOLUTIONS GROUPAbout Diana Glassman
Independent Class II Director since September 2022 (age 58). Director-Engagement at EOS at Federated Hermes Limited since December 2019; prior CEO of Integration Strategy, Inc. (2014–2019). Education: BS Biology magna cum laude (Yale), MPA International Development (Harvard Kennedy School), MBA (Harvard Business School). Tenure on HLX board: 3 years as of proxy date; affirmed independent under NYSE Rule 303A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integration Strategy, Inc. | Chief Executive Officer | Jul 2014–Dec 2019 | Strategy consulting for energy/infrastructure; M&A and integration focus |
| TD Bank Group | Roles of increasing responsibility | Not disclosed | Financial services/ESG exposure (years not specified) |
| Credit Suisse | Roles of increasing responsibility | Not disclosed | Investment analysis; energy sector exposure |
| Private equity firm & global oilfield services portfolio company | Executive roles | Not disclosed | Energy services operations; M&A integration |
| PwC | Positions of increasing responsibility | Not disclosed | Governance, risk and controls exposure |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| EOS at Federated Hermes Limited | Director-Engagement | Dec 2019–present | Leads Oil & Gas, co-leads Technology sector engagements and Board Effectiveness thematic; focus on strategy, risk management, capital allocation, governance, sustainability |
Board Governance
- Independence: Board determined Glassman is independent; 86% of HLX board independent; all standing committees composed of independent directors .
- Committee assignments: Audit Committee member; Corporate Governance & Nominating Committee member .
- Attendance: Board held 15 meetings in 2024; each director attended ≥75% of board and committee meetings; Audit (6), Compensation (4), Governance (4) meetings held .
- Executive sessions: Non-management directors meet in executive sessions after board/committee meetings; independent Chairman presides .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash | $112,500 | Includes Q4’23 fees paid in 2024 per reporting convention . Footnote clarifies Q4’23 fees amounts included ($22,500 for Glassman) . |
| Annual Director Retainer (structure) | $70,000 | Paid quarterly; directors may elect stock in lieu of cash; election yields 125% of cash equivalent in restricted stock, vests in 2 years . |
| Committee Member Retainer (structure) | $10,000 per committee | Paid quarterly; Audit and Governance memberships apply to Glassman . |
| Meeting fees | Not disclosed | Compensation program comprises retainers and annual equity; no specific per-meeting fee disclosure . |
Performance Compensation
| Award | Grant Date | Shares | Grant-Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Annual Restricted Stock (for 2024 service) | Dec 6, 2023 | 17,007 | $150,000 | Annual director grant; one-year vest . |
| Annual Restricted Stock (for future service) | Dec 11, 2024 | 14,881 | $150,000 | Annual director grant; one-year vest . |
| Retainers taken in stock (if elected) | Quarterly (following service) | N/A | 125% of cash equivalent | Stock award equals 125% of cash retainers; vests 2 years after first day of grant year . |
| Change-in-Control provision | N/A | N/A | N/A | Director restricted stock subject to immediate vesting on Change in Control under 2005 LTIP . |
No performance-contingent (PSU/option) compensation is disclosed for directors; equity awards are time-based restricted stock only .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Glassman in HLX proxy . |
| Private/non-profit/academic boards | Not disclosed in HLX proxy . |
| Interlocks/shared directorships | Not disclosed; Compensation Committee interlocks: none in 2024 . |
Expertise & Qualifications
- Strategy, energy transition, risk management, corporate governance, M&A, merger integration; experience across global energy and technology intersections including AI .
- Education: Yale BS Biology magna cum laude; Harvard Kennedy School MPA; Harvard Business School MBA .
- Board effectiveness engagement leadership (EOS) complements HLX Governance and Audit committee roles .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Mar 18, 2025) | 41,014 shares; includes unvested restricted stock with voting power . |
| Ownership as % of outstanding | * (<1%) . |
| Unvested restricted stock outstanding (Dec 31, 2024) | 14,881 shares . |
| Vested/owned (beneficial less unvested) | 26,133 shares (41,014 − 14,881) . |
| Shares pledged as collateral | None; HLX prohibits hedging and tightly limits pledging; no outstanding pledges by any directors/officers . |
| Stock ownership guidelines | Guidelines apply to independent directors; all covered persons in compliance as of Dec 31, 2024 . |
Governance Assessment
- Strengths: Independent director with dual committee roles (Audit; Governance), solid attendance, and active involvement in EOS-led board effectiveness themes; HLX discloses robust clawback policies for executives, hedging prohibition, and strict pledging limits with no pledges outstanding—reduces alignment risk .
- Alignment: Receives annual equity grants and may take retainers in stock; holds 41,014 shares including unvested restricted stock—modest stake but consistent with HLX’s director ownership guidelines (in compliance) .
- Conflicts: Audit Committee oversees related-party transactions; HLX reports no related-party transactions in 2024 and no family relationships among directors/executives—low conflict signal .
- Pay structure: Director compensation is balanced (cash + time-based equity) with immediate vesting on change-in-control (common, but accelerations can be viewed as shareholder-unfriendly by some investors) .
- Board signals: 86% independent board; all standing committees independent; non-management executive sessions led by independent Chair support oversight effectiveness; investor support evidenced by 95% favorable Say-on-Pay in 2024 (for NEOs), indicating generally positive governance sentiment .