2019 Annual Meeting of Stockholders

Strong Governance and Compensation Practices Remain a Priority Our Board believes in sound corporate governance and places significant weight on stockholder feedback in making decisions on corporate governance and executive compensation policies and programs Corporate Governance Practices The Board is actively involved in stockholder outreach efforts Independent Board Chair Consistent director refreshment using a standardized process Independent director search firm utilized in selecting director candidates Majority voting for directors Use of independent third party facilitator in connection with 2017 annual Board and Committee evaluations Management succession planning oversight Board risk oversight Long-term incentive compensation is subject to forfeiture Compensation Practices Annual incentive compensation is subject to linear and capped payouts ☑ Use of multiple performance metrics ✓ Significant stock ownership guidelines for directors and officers Double-trigger change-in-control agreements Annual review of share utilization Independent compensation consultant ✓ Annual review of peer group Clawback policy Repricing of underwater stock options * Excise tax gross-ups * Derivatives trading, hedging or pledging of McDermott stock Employment contracts providing for continued employment M Investor Presentation: 2019 Annual Meeting of Stockholders 8

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