Scotty Sparks
HELIX ENERGY SOLUTIONS GROUPAbout Scotty Sparks
Scotty Sparks is Executive Vice President and Chief Operating Officer (age 51) of Helix Energy Solutions Group (HLX); he joined Helix in 2001 and has over 35 years of subsea industry experience, including operations roles at Global Marine Systems and BT Marine Systems . Helix’s compensation program for NEOs emphasizes pay-for-performance tied to Adjusted EBITDA, Total Shareholder Return (TSR), and Free Cash Flow; in 2024 Helix reported Adjusted EBITDA of $303 million and paid STI at 76.2% of target for NEOs, including Sparks . Over the 2022–2024 PSU performance period, Helix’s TSR ranked 3rd out of 19 peer companies, reflecting a 195% shareholder return; related PSUs vested at 200%, evidencing strong value creation during Sparks’s tenure as COO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Helix Energy Solutions Group | Executive Vice President – Operations | May 2015 – Feb 2016 | Senior operating leadership over core services and execution |
| Helix Energy Solutions Group | Vice President – Commercial and Strategic Development | Oct 2012 – May 2015 | Led commercial strategy and growth initiatives |
| Helix Robotics Solutions (Canyon Offshore) | Senior Vice President | 2007 – Sep 2012 | Managed subsea robotics operations and service delivery |
| Global Marine Systems | Operations Manager / Vessel Superintendent | Not disclosed | Offshore operations management in subsea industry |
| BT Marine Systems | Operations Manager / Vessel Superintendent | Not disclosed | Offshore operations management in subsea industry |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 460,000 | 460,000 | 460,000 |
| Stock Awards ($) | 1,386,837 | 1,549,607 | 1,509,749 |
| Non-Equity Incentive Plan Compensation ($) | 611,800 | 827,080 | 350,520 |
| All Other Compensation ($) | 0 | 0 | 0 |
| Total Compensation ($) | 2,458,637 | 2,836,687 | 2,320,269 |
- Base salary remained flat in 2024 vs. 2023; Sparks’s 2024 STI target was $460,000, equal to his base salary .
- For 2025, Sparks’s base salary, STI target/max percentages, and long-term incentive award remained the same as 2024 .
Performance Compensation
2024 Short-Term Incentive (STI)
| Item | Detail |
|---|---|
| Structure | 90% Adjusted EBITDA; 10% Sustainability KPIs (Emissions, Safety, Engagement) |
| Adjusted EBITDA thresholds | Threshold: $224M; Target: $320M; Max: $376M |
| 2024 Actual Adjusted EBITDA | $303M |
| Sustainability payout treatment | No payout for Safety; prorated payout for Emissions and Engagement |
| Sparks – STI Target ($) | $460,000 |
| Sparks – STI Paid ($) | $350,520 (76.2% of target) |
Long-Term Incentive Program (PSUs & RSUs)
| Award (2024 grants) | Metric / Terms | Units / Value | Vesting |
|---|---|---|---|
| PSUs (Target) | Relative TSR (25th/55th/80th percentile ↔ 0%/100%/200%); Cumulative FCF ($275M/$375M/$475M ↔ 0%/100%/200%), linear interpolation; payable in cash/stock | 66,877 target; 133,754 max; threshold 1,079 | Three-year cliff vest; payable at end of performance period |
| RSUs | Time-vest; payable in cash/stock | 66,877 RSUs | Time-based; Helix RSUs typically vest over 3 years (e.g., 33% per year for 2025 grants) |
| Sparks – 2024 LTI Fair Value ($) | PSU grant date fair value: $822,253; RSU grant date fair value: $687,496 | — | — |
Recent vesting outcomes and realized value:
- 2022 PSUs vested at 200% based on relative TSR and cumulative Free Cash Flow; Sparks realized $3,509,931 in stock in early 2025 . Company-wide, 1,065,705 PSUs granted in 2022 vested at 200%, delivering 1,958,334 shares ($18.3M market value) and $1.6M cash upon vesting .
- 2024 Stock Awards vested (RSUs): Sparks acquired 133,502 shares on vesting; value realized $1,333,888 in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 341,042 shares (as of March 18, 2025); no options exercisable within 60 days |
| % of Shares Outstanding | <1% of 151,530,339 shares |
| Stock Ownership Guidelines | Section 16 officers subject to guidelines; 5-year compliance window; acceptable forms include common stock, time-vested restricted stock/RSUs; all covered persons compliant as of Dec 31, 2024 |
| Hedging & Pledging Policy | Hedging prohibited; pledging allowed only under strict limits (≤25% of holder’s total, ≤2% of outstanding, ≤200% of 3-month ADTV) and Board approval; currently no outstanding pledges by any director/officer |
| 10b5-1 Arrangements | No director or officer adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements in Q3 2025 |
Employment Terms
Contract Economics and Triggers
| Provision | Key Terms |
|---|---|
| Involuntary Termination Without Cause | Cash severance equal to 1x base salary (Sparks); auto-vest of equity awards scheduled to vest within 12 months; unpaid prior-year STI paid; full target STI for year of termination (if STI paid) |
| Change-in-Control (CIC) – Double Trigger | If terminated without Cause or resigns for Good Reason within 2 years post-CIC: lump sum equal to 2x aggregate annual cash compensation (salary + STI target) for Sparks; immediate vesting of all restricted stock and equity awards; 18 months COBRA; no excise tax gross-up |
| CIC – Single Trigger | Immediate vesting of RSUs and PSU awards upon CIC; no cash severance |
| Definitions | “Cause” and “Good Reason” defined with detailed standards around misconduct, material diminution of role/salary, reporting changes, relocation, or breach, etc. |
| Clawbacks | Mandatory recoupment of erroneous incentive comp on restatements (3-year lookback); supplemental recoupment for misconduct causing material harm; includes recovery of time-vested RSUs |
Sparks – Illustrative Potential Payments (as of 12/31/2024)
| Scenario | Cash Severance ($) | Accelerated RSUs ($) | Accelerated PSUs ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination without Cause | 460,000 (1x salary) | 1,082,155 | 3,509,931 | — | 5,512,086 |
| Termination by Executive for Good Reason | 460,000 | 1,082,155 | 3,509,931 | — | 5,512,086 |
| CIC (no termination) | — | 1,787,101 | 5,869,000 | — | 7,656,101 |
| CIC + Involuntary Termination or Good Reason | 1,840,000 | 1,787,101 | 5,869,000 | 27,457 | 9,523,558 |
Investment Implications
- Pay-for-performance alignment: Sparks’s incentives are heavily at-risk via PSUs tied equally to relative TSR and cumulative Free Cash Flow, with a rigorous payout grid (0–200%) and three-year cliff vesting; 2022 PSUs vested at 200% on strong TSR and FCF, signaling execution against long-term value creation goals .
- Balanced STI design: 2024 STI emphasized Adjusted EBITDA (90%) with Sustainability KPIs (10%); actual EBITDA delivered $303M and STI paid at 76.2% of target, supporting linkage to operating performance and safety culture .
- Retention vs. mobility: Contract economics are moderate (1x salary severance; 2x cash comp on CIC double-trigger), with immediate equity vesting under CIC and 12-month auto-vesting for near-term awards on involuntary termination, offering retention but manageable shareholder risk; no excise tax gross-up for Sparks .
- Insider selling pressure: Time-vested RSUs typically vest over three years (e.g., 33% per year for 2025 grants), creating predictable supply; absence of Q3 2025 10b5-1 changes and the no-hedging/strict pledging policy (and no current pledges) mitigate forced selling risk .
- Ownership alignment: Sparks beneficially owns 341,042 shares (<1%); Section 16 officers are subject to stock ownership guidelines and were in compliance as of 12/31/2024, reinforcing alignment with shareholder outcomes .
Net takeaway: Strong performance linkage (TSR/FCF) and disciplined STI thresholds suggest credible incentive alignment; severance/CIC terms balance retention and shareholder protections; limited hedging/pledging and ownership guidelines reduce misalignment risks, while annual RSU vesting and successful PSU outcomes can drive periodic supply but reflect underlying execution performance .