William Transier
HELIX ENERGY SOLUTIONS GROUPAbout William L. Transier
William L. Transier (age 70) has served on Helix Energy Solutions Group’s Board since October 2000 (25 years of tenure) and is the founder and CEO of Transier Advisors, LLC, a restructuring and turnaround advisory firm; he previously served as Helix’s Lead Independent Director (Mar 2016–Jul 2017) before being appointed Chairman of the Board in July 2017. He is designated an “independent” director under NYSE rules and is identified by the Board as an Audit Committee Financial Expert; his background includes senior audit leadership at KPMG, EVP & CFO at Ocean Energy/Seagull, and co‑founder/CEO of Endeavour International. He holds a B.B.A. in accounting (Univ. of Texas), an MBA (Regis Univ.), and an M.A. in Theological Studies (Dallas Baptist Univ.), and has been recognized by the Dallas Business Journal as an Outstanding Director for excellence in corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helix Energy Solutions Group, Inc. | Director; Lead Independent Director (Mar 2016–Jul 2017); appointed Chairman of the Board (Jul 2017) | Director since Oct 2000 (25 years) | Independence affirmed annually; Audit Committee member; Audit Committee Financial Expert |
| Transier Advisors, LLC | Founder & Chief Executive Officer | Ongoing | Advisory services for distressed/turnaround/interim leadership mandates |
| Endeavour International Corporation | Co‑Founder; Chairman, CEO & President; Non‑Exec Chairman | 2004–2015 | Led E&P company; Board leadership during executive/non‑exec phases |
| Ocean Energy, Inc./Seagull Energy | EVP & Chief Financial Officer | 1996–2003 | Senior finance leadership through predecessor merger and operations |
| KPMG LLP | Partner; Head of Global Energy practice | 1986–1996 | Led global energy audit practice; audit/accounting expertise |
External Roles
| Company | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Express, Inc. | Director | Since Apr 2024 | Public company directorship |
| Tupperware Corporation | Director | Since Oct 2023 | Public company directorship |
| Battalion Oil Corporation (f/k/a Halcón Resources) | Chairman of the Board; Chair, Audit Committee | Oct 2019–May 2021 | Board and audit leadership |
| M3‑Brigade Acquisition III Corp | Director | 2022–2023 | Prior SPAC board service |
| Exela Technologies | Director | 2022–2023 | Prior board service |
| Sears Holdings Corporation | Director | 2018–2020 | Prior board service |
| Teekay Offshore Partners L.P. | Director | 2019–2020 | Prior board service |
| Gastar Exploration, Inc. | Director | 2018–2019 | Prior board service |
| CHC Group Ltd. | Director | 2016–2017 | Prior board service |
| Paragon Offshore plc | Director | 2014–2017 | Prior board service |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board affirms Mr. Transier is independent under NYSE Rule 303A; 86% of the Board is independent . |
| Committees | Audit Committee member; designated Audit Committee Financial Expert; Audit Committee composed entirely of independent directors . |
| Attendance | In 2024, the Board held 15 meetings (5 regular, 10 special); each director attended ≥75% of Board and relevant committee meetings . |
| Committee Meetings (2024) | Audit: 6; Compensation: 4; Corporate Governance & Nominating: 4; all committees independent . |
| Executive Sessions | Non‑management directors hold regular executive sessions; independent Chair/Committee Chairs preside as appropriate . |
| Risk Oversight | Audit Committee oversees financial reporting, internal controls, fraud/cyber risk; Board operates Enterprise Risk Management framework . |
| Sustainability & Governance | CG&N Committee charter includes sustainability/climate oversight; Board reviews ESG and HSE performance . |
| Mandatory Retirement | Director nominees cannot serve into/over age 75 during a term (no waivers); Mr. Transier is 70 . |
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Mr. Transier) | $256,250 | Includes 2023 Q4 fees paid in 2024 ($51,250) . |
| Stock Awards (Mr. Transier) | $150,000 | Annual director equity (restricted stock) . |
| Total (Mr. Transier) | $406,250 | 2024 Director Compensation Table . |
| Standard Director Retainer | $70,000 annually (cash; quarterly) | Option to take retainers in restricted stock instead of cash . |
| Independent Chairman Retainer | $125,000 annually | Paid in addition to director retainer . |
| Committee Chair Retainer | $20,000 annually | For each standing committee chair . |
| Committee Member Retainer | $10,000 annually | For each standing committee where serving (non‑chair) . |
Performance Compensation
| Equity Vehicle | Grant/Units | Vesting/Terms |
|---|---|---|
| Annual Director Restricted Stock | 14,881 shares granted Dec 11, 2024; grant date fair value $150,000 | One‑year vest; immediate vest on Change in Control per plan . |
| Quarterly Retainers in Stock (optional) | If elected, paid as restricted stock equal to 125% of cash equivalent | Vests two years after Jan 1 of grant year; number based on quarter‑end close . |
Notes: Helix does not grant stock options to directors; director equity is time‑vested restricted stock (no performance metrics disclosed for directors) .
Other Directorships & Interlocks
| Item | Finding |
|---|---|
| Compensation Committee Interlocks | None in 2024 (no executive officer interlocks/insider participation) . |
| Other Board Seats Policy | Corporate Governance Guidelines limit service to ≤3 other public boards (or ≤1 if serving as CEO of Helix); committee monitors outside service . |
Expertise & Qualifications
- Audit/Accounting and disclosure compliance expertise; designated Audit Committee Financial Expert .
- Leadership in complex restructurings and M&A; extensive energy sector and international experience through KPMG, Ocean/Seagull, and Endeavour .
- Recognized for governance excellence (Dallas Business Journal Outstanding Director) .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Total Beneficial Ownership | 196,591 shares (<1% outstanding) . |
| Unvested Restricted Stock Included | 14,881 shares (voting power retained) . |
| Section 16 Compliance | All required reports timely for 2024 . |
| Stock Ownership Guidelines | Directors have ownership guidelines; all covered persons in compliance as of Dec 31, 2024 . |
| Hedging/Pledging | Hedging prohibited; pledging tightly limited and Board‑approved; no outstanding pledges by any director/officer at this time . |
Governance Assessment
- Strengths for investor confidence:
- Independence, deep audit/restructuring skill set, and Audit Committee Financial Expert designation support rigorous financial oversight .
- Strong attendance (≥75%) and active committee cadence (Audit met 6x in 2024) indicate engagement; regular executive sessions enhance independent oversight .
- Director equity delivered in restricted stock fosters alignment; ownership guidelines in compliance; hedging prohibited and no pledges outstanding .
- No related‑party transactions in 2024; robust related‑party policy administered by the Audit Committee .
- Potential watch items:
- Multi‑board commitments should continue to be monitored against Helix’s service limits and time demands; policy in place and CG&N oversees outside service .
- Mandatory retirement at 75 sets a medium‑term refresh horizon (Mr. Transier is 70) .
Broader governance signals: Helix’s 2024 Say‑on‑Pay vote received 95% approval (for 2023 comp), indicating supportive shareholder sentiment toward compensation governance .
Appendix: Board & Committee Activity (2024)
| Body | Regular Meetings | Special Meetings |
|---|---|---|
| Board | 5 | 10 |
| Audit Committee | 6 | 0 |
| Compensation Committee | 4 | 1 |
| Corporate Governance & Nominating | 4 | 1 |