Ken Neikirk
Executive Vice President, General Counsel and Corporate Secretary at 
HELIX ENERGY SOLUTIONS GROUP
HELIX ENERGY SOLUTIONS GROUPExecutive
About Ken Neikirk
Ken Neikirk, age 50, is Executive Vice President, General Counsel and Corporate Secretary of Helix Energy Solutions Group (HLX). He has 24+ years of corporate/energy legal experience, joined Helix’s legal team in 2007, served as SVP, General Counsel & Corporate Secretary from May 2019 to Dec 2022, and has been EVP since Dec 2022, overseeing legal, human resources, contracts and insurance functions . During 2022–2024, Helix delivered 195% TSR (3rd of 19 in PSU peer group), revenue of $1.36B, Adjusted EBITDA of $303M, net income of $56M, and record Free Cash Flow of $163M, with year-end backlog of $1.4B and approximately $53M negative net debt, providing strong pay-for-performance context for NEO compensation design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Helix Energy Solutions Group | Corporate Counsel, Compliance Officer & Assistant Secretary | Feb 2016 – Apr 2019 | Built compliance and corporate secretary infrastructure; supported legal governance |
| Helix Energy Solutions Group | SVP, General Counsel & Corporate Secretary | May 2019 – Dec 2022 | Led legal and governance; advanced risk management across operations |
| Helix Energy Solutions Group | EVP, General Counsel & Corporate Secretary | Dec 2022 – Present | Oversees legal, HR, contracts, insurance; integrates legal strategy with HSE, sustainability and enterprise risk |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Private Practice (NY & Houston) | Attorney | Pre-2007 (prior to joining Helix) | Corporate and energy-sector legal advisory experience |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $400,000 | $400,000 | $400,000 |
| Actual Bonus Paid (Non-Equity Incentive) ($) | $532,000 | $719,200 | $304,800 |
| 2024 STI Design | Value |
|---|---|
| STI Target ($) | $400,000 |
| STI Target as % of Base | 100% (=$400,000/$400,000) |
| Actual STI Paid ($) | $304,800 (76.2% of target) |
Performance Compensation
2024 Short-Term Incentive (STI) mechanics
| Metric | Weighting | Threshold | Target | Maximum | Actual Performance | Payout Mechanics |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 90% | $224M | $320M | $376M | $303M | Forms majority of STI; stretch required for target payout; contributed to 76.2% overall STI factor |
| Sustainability KPIs (Emissions, Safety, Engagement) | 10% combined | n/a | n/a | No upward adjustment beyond 10% | Management recommended zero under Safety; prorated under Emissions & Engagement; combined result part of 76.2% total |
Long-Term Incentive Awards (units and grant-date values)
| Award Year | PSUs (units) | PSUs Grant-Date Value ($) | RSUs (units) | RSUs Grant-Date Value ($) |
|---|---|---|---|---|
| 2022 | 128,205 | $544,230 | 128,205 | $400,000 |
| 2023 | 64,363 | $595,680 | 64,363 | $474,999 |
| 2024 | 46,206 | $568,103 | 46,206 | $474,998 |
Notes:
- PSUs: 3-year cliff vest; payout equals 0–200% based 50% on relative TSR (25th/55th/80th percentile for threshold/target/max) and 50% on cumulative Free Cash Flow thresholds ($275M/$375M/$475M for 0%/100%/200%) .
- RSUs: time-vest ratably 1/3 on each anniversary over 3 years; payable in cash or shares at Committee discretion .
Realized PSU payouts (stock delivered)
| Payout Year | 2020 PSU Payout (vested Jan 2023) | 2021 PSU Payout (vested Mar 2024) | 2022 PSU Payout (vested early 2025) |
|---|---|---|---|
| Value ($) | $222,005 | $1,772,077 | $2,389,741 |
- 2022 PSUs paid at 200% performance factor (top-tier relative TSR and Free Cash Flow), consistent with Company-wide maximum achievement .
Equity Ownership & Alignment
Ownership and alignment snapshot
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 260,061 |
| Shares Outstanding (03/18/2025) | 151,530,339 |
| Ownership as % of Outstanding | ~0.17% (260,061 / 151,530,339) |
| Options (Exercisable/Unexercisable) | None outstanding |
| Shares Pledged as Collateral | None; pledging severely restricted and Board pre-approval required |
| Hedging | Prohibited |
| Stock Ownership Guidelines | Section 16 officers subject to guidelines; 5-year compliance window; all covered persons in compliance as of 12/31/2024 |
Outstanding equity awards as of 12/31/2024
| Award Year | Unvested RSUs (units) | RSUs Market Value ($) | Unvested PSUs (units) | PSUs Market/Payout Value ($) |
|---|---|---|---|---|
| 2022 | 42,735 | $398,290 (at $9.32) | 128,205 | $1,194,871 (at $9.32) |
| 2023 | 42,909 | $399,912 (at $9.32) | 64,363 | $599,863 (at $9.32) |
| 2024 | 46,206 | $430,640 (at $9.32) | 46,206 | $430,640 (at $9.32) |
- RSUs vest on each anniversary of grant; PSUs performance periods end 12/31/2025 (2023 grant) and 12/31/2026 (2024 grant) .
Vesting and realized values (2024 activity)
| Item | Shares | Value ($) |
|---|---|---|
| RSUs vested in 2024 | 95,935 | $959,907 |
Employment Terms
| Term | Provision |
|---|---|
| Agreement context | Employment agreements for NEOs; Ken’s current form contains no excise tax gross-up (CEO exception only) |
| Non-compete | 1 year post-termination; offshore energy services scope |
| Non-solicit (customers/employees) | 1 year post-termination |
| Severance (Without Cause or Good Reason) | Cash: 1x base salary; target STI for the year of termination; prior-year STI if unpaid; vesting of awards scheduled within 12 months |
| Change-in-Control (CIC) – Cash | 2x aggregate annual cash comp (base + STI target); COBRA 18 months; no gross-up for Ken |
| CIC – Equity | Immediate vesting of restricted stock/other equity; PSU vesting determined by adjusted performance period methodology |
| Clawbacks | Mandatory (SOX restatements, 3-year lookback) and supplemental (misconduct causing material harm), covering both performance and time-based cash/equity |
| Insider Trading | Windowed trading; no hedging; strict pledging limits and Board approval; currently no pledges outstanding |
Potential payment illustrations (as of 12/31/2024)
| Scenario | Cash Severance | Accelerated RSUs ($) | Accelerated PSUs ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination (No Cause) | $400,000 base + $400,000 STI target | $741,788 | $2,389,741 | — | $3,931,529 |
| CIC Without Termination | — | $1,228,842 | $4,019,641 | — | $5,248,483 |
| CIC + Termination (Good Reason/No Cause) | $1,600,000 | $1,228,842 | $4,019,641 | $27,457 | $6,875,940 |
Compensation Structure Analysis
- The pay mix is heavily at-risk and performance-based: 2024 STI tied 90% to Adjusted EBITDA and 10% to Sustainability KPIs, and LTI equally split between RSUs and PSUs with 0–200% PSU payout based on relative TSR and Free Cash Flow .
- No options outstanding, and LTI awards may settle in cash or stock at Committee discretion, limiting option-related repricing risk; clawbacks cover both performance and time-based awards, strengthening alignment .
- 2024 STI paid at 76.2% of target despite exceeding budgeted EBITDA, reflecting Safety discipline within Sustainability KPIs, which moderates cash payouts and reinforces culture .
- 2022 PSUs paid at maximum (200%) on superior TSR and FCF, with Ken receiving $2.39M in early 2025, a meaningful liquidity event to monitor for potential supply in trading windows (not an indication of selling) .
Say-on-Pay & Shareholder Feedback
- 95% favorable Say-on-Pay on 2023 compensation, with continued investor outreach and program stability into 2024–2025 .
Equity Ownership & Alignment Policies
- Ownership guidelines for Section 16 officers (5-year compliance period); all covered persons compliant as of 12/31/2024 .
- Hedging prohibited; pledging only in rare, quantitatively constrained, Board-approved cases; currently no pledges outstanding .
Performance & Track Record
- Company performance during Ken’s executive tenure includes improved utilization/rates, strong contract awards and backlog of $1.4B, record $163M Free Cash Flow, revenue growth to $1.36B, Adjusted EBITDA of $303M, and return to net income of $56M; TSR ranked 3rd/19 over 2022–2024 with 195% shareholder return .
Investment Implications
- Compensation alignment: Strong linkage to EBITDA, TSR, and FCF suggests high pay-for-performance integrity; clawbacks and no-hedging/limited-pledging reduce governance risk .
- Retention risk: Material unvested RSUs/PSUs and one-year non-compete/non-solicit lower near-term departure risk; severance terms are market-standard (1x salary; CIC 2x salary+STI target) .
- Trading signals: Large PSU vesting/payments (e.g., 2022 cycle at 200%) create potential supply in windowed trading periods; monitor Form 4s for actual selling activity around vest events and quarter-end windows .
- Change-of-control economics: CIC benefits and full equity acceleration could be value-dilutive in a sale scenario; however, robust performance hurdles embedded in PSUs and clawbacks mitigate windfall risk .
- Red flags: No related-party transactions, no excise tax gross-ups for Ken, options not used, and timely Section 16 filings—all positive governance indicators .