Mitch Little
HELIX ENERGY SOLUTIONS GROUPAbout Mitch Little
T. Mitch Little is an independent Class I director of Helix Energy Solutions Group, appointed in July 2021; he is age 61 and brings 30+ years of petroleum industry leadership, including EVP–Operations at Marathon Oil through December 2020, with international and offshore operating depth in drilling, completions, and E&P operations . He currently chairs Helix’s Corporate Governance & Nominating Committee and serves on the Compensation Committee; his board tenure as of March 18, 2025 is four years per the board matrix . The Board has affirmatively determined he is independent under NYSE Rule 303A and Exchange Act rules; Helix’s Chairman is also independent and all standing committees are fully independent, supporting robust oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Oil Corporation (NYSE: MRO) | Executive Vice President – Operations | Aug 2016 – Dec 2020 | Full responsibility for all operations and development activities |
| Marathon Oil Corporation | Vice President – Conventional & Oil Sands Mining Assets; VP – International & Offshore E&P Operations; Managing Director – Norway; GM – Worldwide Drilling & Completions | Not disclosed (prior to 2016) | Progressive leadership roles across international and offshore operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oilfield Energy Center (non-profit) | Chairman (prior service) | Not disclosed | Non-profit focused on awareness of subsurface hydrocarbon resources and stewardship |
| Other public company boards | — | — | None disclosed in Helix 2025 proxy |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating Committee; Member, Compensation Committee .
- Independence: Board annually affirmed independence; Mr. Little qualifies as independent; 86% of the board is independent; all standing committees are fully independent; independent Chairman presides over the board .
- Attendance: In 2024, the board held 15 meetings (5 regular, 10 special); each director attended at least 75% of board and applicable committee meetings; committees met: Audit (6), Compensation (4 regular, 1 special), Corporate Governance & Nominating (4 regular, 1 special) .
- Executive sessions: Non-management independent directors meet in executive session; independent Chairman or relevant committee chair presides .
- Tenure and classification: Class I director; standing for re-election for a three-year term ending 2028; independent status reaffirmed .
- Mandatory retirement: Directors may not be nominated if they would reach age 75 during the term; policy does not contemplate waivers .
Fixed Compensation
| Component (2024 framework) | Amount/Terms | Notes |
|---|---|---|
| Annual director cash retainer | $70,000 | Paid quarterly; option to take retainers in restricted stock at 125% of cash equivalent; stock awards vest two years after the first day of the grant year . |
| Committee Chair retainer | $20,000 | Per standing committee chair; Mr. Little became CG&N Chair on Sep 16, 2024 . |
| Committee member retainer | $10,000 | For non-chair members of a committee . |
| Independent Chairman of the Board retainer | $125,000 | Not applicable to Mr. Little . |
| Meeting fees | None disclosed | Retainers cover service; reimbursement for reasonable out-of-pocket expenses . |
| Mr. Little – 2024 fees earned/paid in cash | $114,619 | Reflects cash retainers timing; increased when he assumed CG&N Chair role on Sep 16, 2024 . |
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Annual director restricted stock (for 2024 service) | Dec 6, 2023 | 17,007 | $150,000 | 1-year vest; part of standard annual director grant . |
| Additional retainer-in-stock elections (quarterly) | N/A | N/A for Mr. Little | N/A | Directors may elect stock for retainers at 125% of cash equivalent; Ms. Harris elected for 2024; Mr. Little not indicated as electing . |
| Annual director restricted stock (for future service) | Dec 11, 2024 | 14,881 | $150,000 | 1-year vest for 2025 service . |
| Unvested restricted stock held (as of Dec 31, 2024) | — | 17,951 | — | Mr. Little’s unvested balance at year-end 2024 . |
Notes
- No stock options are currently used in director compensation .
- Change in control: Director grants subject to immediate vesting on a Change in Control under the 2005 LTIP .
- All amounts reflect ASC 718 grant-date fair values where specified .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed for Mr. Little in Helix’s 2025 proxy . |
| Committee interlocks | During 2024, no Compensation Committee member (including Mr. Little) was an officer/employee or had relationships requiring Item 404 disclosure; no executive officer served on another company’s comp committee or board creating an interlock . |
Expertise & Qualifications
- Oil & gas E&P leadership; extensive international and offshore operations background, drilling and completions expertise; experience serving key customer segments strengthens the board’s collective capabilities .
- Board matrix confirms his role as CG&N Chair and Compensation member, aligning his governance expertise to oversight responsibilities .
Equity Ownership
| Item | Disclosure |
|---|---|
| Total beneficial ownership | Not provided in extracted sections; “Management Shareholdings” appear later in proxy (page 75) . |
| Unvested restricted stock (12/31/2024) | 17,951 shares . |
| Ownership guidelines | Stock ownership guidelines apply to independent directors; five-year compliance window; acceptable forms include direct/indirect shares, time-vesting RS/RSUs; all covered persons were in compliance as of Dec 31, 2024 . |
| Hedging/Pledging | Hedging prohibited; pledging allowed only under stringent limits with Board approval; at this time, there are no outstanding pledges by any directors or officers . |
Governance Assessment
- Strengths: Independent director with deep operating expertise; chairs CG&N and serves on Compensation, supporting board refreshment, ESG oversight, succession, and pay governance; independence reaffirmed; board and committee attendance ≥75%; fully independent committees and independent Chair structure; no related-party transactions involving directors in 2024; no comp committee interlocks; robust clawback, hedging prohibition, and pledging limits; director equity fosters alignment .
- Potential watch items: Board tenure mix skews long for several directors (e.g., others at 20+ years), placing greater importance on CG&N-led refreshment; however, Mr. Little’s own tenure is relatively recent (4 years) and he chairs CG&N, a positive for ongoing refreshment and ESG oversight .
- Investor sentiment signal: Say-on-Pay support was 95% in 2024 for 2023 compensation, indicating strong shareholder alignment on pay practices (committee includes Mr. Little) .
- Conflict risk: No Item 404 related-party transactions in 2024; no family relationships among directors/officers; no pledges outstanding—low conflict indicators for Mr. Little .
Director Compensation (Mr. Little – 2024 Summary)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $114,619 |
| Stock Awards (ASC 718) | $150,000 |
| All Other Compensation | $0 |
| Total | $264,619 |
Structure highlights: Annual director retainer $70,000; committee chair retainer $20,000; committee member retainer $10,000; annual director equity $150,000; retainers payable in stock at 125% of cash equivalent at director election; Mr. Little’s fees increased upon becoming CG&N Chair 9/16/2024 .
Related Party & Conflicts (Company-level context)
- Related-party transactions: None requiring disclosure in 2024; Audit Committee oversees related-party policy and pre-approvals .
- Independence determinations: Conducted annually; Mr. Little independent under NYSE/Exchange Act rules .
- Board attendance at Annual Meeting: Seven directors attended 2024 Annual Meeting (overall board practice encourages attendance) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 95% favorable in 2024 (for 2023 executive compensation), reflecting positive investor sentiment towards compensation governance overseen by the Compensation Committee (of which Mr. Little is a member) .
- Ongoing engagement: Company reports active investor engagement on compensation and governance .
Compensation Committee Analysis (structure and independence)
- Composition: Chair Lovoi; members Harris and Little; all independent under NYSE Rule 303A .
- Consultant: WTW retained; assessed as independent; peer group benchmarking and PSU performance peer group methodology documented .
- Clawbacks: Mandatory SEC/NYSE-compliant recoupment plus supplemental policy enabling recovery of time-based awards, enhancing alignment and risk controls .
RED FLAGS
- None evident specific to Mr. Little based on 2024–2025 proxy disclosures: no attendance issues (≥75%), no related-party transactions, no hedging/pledging exceptions, no interlocks, and equity-based director pay aligns interests .