John Lovoi

About John V. Lovoi

John V. Lovoi, age 64, has served on Helix Energy Solutions Group’s Board since February 2003 (22 years of service) and is currently Managing Partner of JVL Partners. He previously led Morgan Stanley’s global oil & gas investment banking (2000–2002) and was its leading oilfield services/equipment research analyst (1995–2000). Lovoi holds a B.S. in chemical engineering from Texas A&M and an MBA from the University of Texas; his board qualifications emphasize capital markets expertise, strategic financial planning, and risk assessment .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmed Lovoi is independent under NYSE Rule 303A; 86% of the overall Board is independent .
• Committee assignments: Compensation Committee Chair; Audit Committee member .
• Board/committee activity: In 2024 the Board held 15 meetings (5 regular, 10 special), Audit held 6, Compensation held 4; each director attended ≥75% of Board and applicable committee meetings .
• Executive sessions: Independent directors meet in regular executive sessions; committee chairs preside for committee-related sessions .
• Governance/Nominating: Not a member; that committee is chaired by T. Mitch Little .
• Mandatory retirement and education: Directors must retire before term crossing age 75; ongoing director education supported (NACD membership) .

Fixed Compensation

Summary of structure (paid quarterly): annual director retainer $70,000; committee chair $20,000; committee member $10,000; annual restricted stock grant $150,000 with one-year vesting; directors may elect to take retainers in restricted stock at 125% of cash equivalent (Lovoi did not; Paula Harris elected stock) .

Performance Compensation

Directors do not receive options or performance-conditioned equity; annual grants are time-vested restricted stock (one-year vesting) and any elected quarterly restricted stock for retainers vests two years after grant. All director equity grants vest immediately upon a Change in Control under the LTIP terms .

Vesting specifics for Lovoi: 14,881 restricted shares unvested at year-end 2024 from December 2024 annual grant (one-year vest) .

Other Directorships & Interlocks

Compensation Committee interlocks: None; no insider participation disclosed for 2024 .

Expertise & Qualifications

• Capital markets transactions, strategic financial planning, risk assessment, and financial analysis .
• Audit oversight and financial literacy via Audit Committee membership; Board identifies him among members with accounting/financial expertise in matrix .

Equity Ownership

Additional alignment policies:

• Stock ownership guidelines apply to independent directors; as of Dec 31, 2024, all covered persons were in compliance .
• Hedging prohibited; pledging allowed only under stringent limits and Board approval; currently no pledges by any directors or officers .

Section 16 reporting:

• All directors/officers made timely Section 16 filings for 2024 .

Governance Assessment

• Committee leadership and independence: Lovoi chairs the Compensation Committee and serves on Audit, positioning him centrally in pay design and financial oversight; both committees are fully independent with refreshed charters in Dec 2024 .
• Pay-for-performance rigor (executive program overseen by Lovoi’s committee): STI is 90% Adjusted EBITDA with sustainability KPIs; PSUs are 50% relative TSR vs a large performance peer set and 50% cumulative Free Cash Flow; 2022 PSU payouts reached 200% on both metrics, evidencing strong alignment and rigor .
• Clawbacks and shareholder-friendly policies: Board adopted mandatory recoupment under SEC Rule 10D and supplemental clawbacks that extend to time-vested awards; hedging banned, pledging tightly limited; director equity vests on change-of-control consistent with market norms .
• Ownership alignment: Lovoi’s beneficial ownership (372,137 shares) and compliance with director ownership guidelines support alignment; no pledging, hedging, or related-party transactions reported in 2024 .
• Shareholder support: Helix received a 95% favorable say-on-pay vote in 2024, indicating strong investor confidence in compensation governance overseen by the Compensation Committee .

RED FLAGS and watch items:

• Legacy excise tax gross-up: CEO Owen Kratz’s employment agreement retains a 4999 excise tax gross-up, although the committee’s policy prohibits gross-ups in post-2008 agreements; continued legacy provision is shareholder-unfriendly but not new, and future agreements are restricted .
• Board tenure: Lovoi’s long tenure (22 years) can raise refreshment questions in some governance frameworks; Helix maintains a mandatory retirement age (75) and shows active refreshment across other seats and committee rotation .

Overall, Lovoi’s financial acumen, independence, and committee leadership are positives for investor confidence, with robust clawback and anti-hedging policies mitigating risk; the primary governance caution is the legacy CEO gross-up provision, which the committee has already policy-limited for future agreements .