Paula Harris
HELIX ENERGY SOLUTIONS GROUPAbout Paula Harris
Helix Energy Solutions independent director since September 2022; age 61. Harris spent 34+ years at Schlumberger, retiring as Director of Global Stewardship (2015–2020), and also served on the Houston Astros executive team as Senior Vice President of Community; she holds a B.S. in Petroleum Engineering (Texas A&M) and an M.Ed. in Technical Instruction and Learning (Abilene Christian University). The Board has affirmatively determined she is independent under NYSE Rule 303A; 86% of the Board is independent and the Chairman is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schlumberger Limited (NYSE: SLB) | Director of Global Stewardship; prior roles across field operations, training, sales, environmental-social sustainability | 2015–2020 in stewardship role; 34+ years total | Led metrics-based environmental programs; advanced carbon reduction, energy efficiency, green tech sales; increased female/minority employees |
| Houston Astros (Astros Foundation) | Senior Vice President of Community | Prior to HLX appointment (dates not specified) | Executive leadership on community engagement |
External Roles
| Company | Role | Market/Ticker | Notes |
|---|---|---|---|
| Hunting PLC | Director | LSE: HTG | Manufacturer/provider of downhole metal tools and components for oil & gas |
| Chart Industries, Inc. | Director | NYSE: GTLS | Global manufacturer of engineered equipment for clean energy and industrial gas markets |
Board Governance
- Committees: Member, Compensation Committee; Member, Corporate Governance & Nominating Committee. She does not chair a committee.
- Independence: Board-determined independent director under NYSE Rule 303A; Board is 86% independent and all standing committees are fully independent; Chairman is independent.
- Attendance and engagement: In 2024 the Board held 15 meetings (5 regular, 10 special); each director attended at least 75% of Board and applicable committee meetings. Non-management directors meet in executive session regularly following meetings.
- Committee activity context: Compensation Committee oversees executive pay, HCM, and clawback policies; Governance Committee oversees director nominations, board structure, and ESG/sustainability disclosure and oversight.
- Risk oversight: Audit Committee oversees ERM including financial and cybersecurity risks; Board receives regular HSE and TRIR updates; sustainability oversight embedded across committees.
Fixed Compensation
- Director fee framework (2024): Annual director cash retainer $70,000; Committee Chairs $20,000; non-Chair committee members $10,000; independent Chairman retainer $125,000; directors may elect to receive retainers in restricted stock at 125% of the cash equivalent (quarterly grants). Annual December equity grant of $150,000 in restricted stock; grant vests in one year; retainer-share grants vest two years after the first day of the year of service; director option grants not used. Change-in-control: director grants vest immediately.
2024 Director compensation (Harris):
| Name | Cash Fees | Stock Awards | All Other | Total |
|---|---|---|---|---|
| Paula Harris | $0 | $290,641 | $0 | $290,641 |
- Harris elected to take all 2024 retainers in restricted stock per plan procedures.
Performance Compensation
- Directors receive time-vesting restricted stock; no performance-vesting equity is used for director compensation. Annual $150,000 restricted stock grant in December (one-year vest); quarterly retainer-value stock grants at 125% of cash equivalent (two-year vest). Change-in-control provides immediate vesting. No options.
Harris — detailed 2024 stock awards:
| Grant Date | Type | Shares | Grant-Date Fair Value |
|---|---|---|---|
| Dec 6, 2023 | 2024 Annual Equity Grant (for 2024 service) | 17,007 | $150,000 |
| Jan 1, 2024 | Q4’23 retainer in stock | 2,736 | $28,126 |
| Apr 1, 2024 | Q1’24 retainer in stock | 2,595 | $28,129 |
| Jul 1, 2024 | Q2’24 retainer in stock | 2,356 | $28,131 |
| Oct 1, 2024 | Q3’24 retainer in stock | 2,534 | $28,127 |
| Dec 11, 2024 | 2025 Annual Equity Grant (for future service) | 14,881 | $150,000 |
| Jan 1, 2025 | Q4’24 retainer in stock (granted subsequent to year-end) | 3,018 | $28,128 |
Vesting mechanics:
- Annual December director grant: one-year vest.
- Quarterly retainer stock: vests two years after first day of the grant year for service.
- Change-in-control: immediate vesting for director equity.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Hunting PLC (LSE: HTG); Chart Industries, Inc. (NYSE: GTLS) |
| Potential interlocks/conflicts | No related-party transactions requiring disclosure in 2024; Audit Committee reviews/approves related-party transactions under formal policy. |
| Overboarding policy | Directors generally limited to ≤3 other public boards (≤1 if CEO); committee monitors outside board service; Harris’s current public company roles are within guidelines. |
Expertise & Qualifications
- Oilfield services and energy sector depth; sustainability, HCM/training, corporate governance, and community engagement expertise highlighted in qualifications.
- Technical education in petroleum engineering; graduate training in technical instruction/learning.
Equity Ownership
| Ownership Element | Amount/Status |
|---|---|
| Unvested restricted stock outstanding (12/31/2024) | 36,856 shares |
| Stock ownership guidelines (independent directors) | In place; 5-year compliance window; forms include direct/indirect shares and time-vesting equity; all covered persons in compliance as of 12/31/2024. |
| Hedging/Pledging | Hedging prohibited; pledging tightly limited and must be Board-approved; no outstanding pledges by any directors or officers at this time. |
Governance Assessment
- Positive indicators: Independent director with dual committee service (Compensation; Governance & Nominating), aligning with board needs in pay oversight, succession, and ESG; Board states all standing committees are independent; the Chairman is independent. 2024 attendance threshold met; Board/committee cadence suggests active oversight.
- Alignment: Harris elected equity for retainers (100% of 2024 director pay in stock), increasing skin-in-the-game; unvested holdings and ownership guideline compliance reinforce alignment.
- Conflicts: No related-party transactions disclosed for 2024; Compensation Committee reported no interlocks/insider participation in 2024.
- Shareholder signals: Say-on-Pay for 2023 NEO compensation received 95% support in 2024, indicating broad investor confidence in pay governance (though NEO-focused, it reflects Compensation Committee effectiveness).
- Watch items: Multiple external directorships require ongoing monitoring for bandwidth, but current attendance compliance and HLX overboarding policy mitigate risk; continue to monitor any future related-party exposure with companies where Harris serves.
Board Governance (Reference Tables)
Committee memberships (selected):
- Compensation Committee: Lovoi (Chair); Harris; Little.
- Corporate Governance & Nominating Committee: Little (Chair); Glassman; Harris.
- Audit Committee: Nelson (Chair); Glassman; Lovoi; Transier.
Board/Committee meetings 2024:
| Body | Regular | Special |
|---|---|---|
| Board | 5 | 10 |
| Audit | 6 | 0 |
| Compensation | 4 | 1 |
| Governance & Nominating | 4 | 1 |
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance; no Compensation Committee interlocks or insider participation in 2024. Continue monitoring for any future related-party exposure given external board roles.