Hornbeck Offshore Services, Inc. filed a Form 8-K on September 1, 2026, disclosing a series of executive compensation arrangements adopted in connection with the company's merger with Helix Energy Solutions Group, Inc., which was completed on that same date.
The filing details a new employment agreement for Todd M. Hornbeck, who will serve as President and Chief Executive Officer of the combined entity. The agreement provides for a five-year initial term with automatic one-year renewals. Mr. Hornbeck's compensation package includes an annual base salary of at least $875,000, a target annual bonus of 140% of his base salary, and a target long-term incentive opportunity valued at $4,500,000. Additionally, the agreement includes an automobile benefit and covenants regarding confidentiality, non-disparagement, and non-competition.
The agreement outlines specific severance terms. If Mr. Hornbeck experiences a qualifying termination—such as termination without cause by the company, resignation for good reason, or non-renewal of the term—he is entitled to a pro-rata bonus, 2.5 times his base salary plus target bonus paid over 24 months, and COBRA reimbursement for up to 30 months. Special provisions apply if a qualifying termination occurs within two years of, or a termination without cause occurs within six months prior to, a change in control of the company.
In addition to the CEO agreement, the filing reports on employment terms for five other executive vice presidents: Robert P. Adams (CFO), Samuel A. Giberga (General Counsel), Scott A. Sparks (COO of Subsea Services), Ben D. Todd (COO of Marine Transportation), and Brian M. Cook (CFO). Their agreements stipulate base salaries ranging from $400,000 to $500,000 and target bonuses equal to 100% of their base salaries.
The company also adopted a new 2026 Omnibus Inducement Incentive Plan, reserving 1,500,000 shares of common stock for issuance. Under this plan, the company granted Mr. Hornbeck a performance-based restricted stock unit award covering up to 1,500,000 shares. These units vest in two tranches: 500,000 units vest upon the achievement of $75 million in annualized gross synergies by year-end 2029, and the remaining units vest based on specific share price targets achieved in 2028 and 2029. The filing further details equity awards and cash grants for other executives, including a $300,000 cash award for Mr. Giberga.
