2019 Annual Meeting of Stockholders
Commitment to Ongoing and Meaningful Stockholder Engagement
Our Board is firmly committed to constructive engagement with our stockholders
and regularly reviews and responds to their expressed views
In 2015, our Board established a formal and extensive stockholder outreach program on executive compensation and governance
matters, under which certain directors and/or executive officers solicit feedback from our stockholders on governance and
compensation matters
Dialogue with stockholders has led to a number of meaningful changes
Governance
Maintaining a Separate Chair of the Board
and CEO
Maintaining a Board comprised of all
independent directors, except our CEO
Engaging an independent third-party
facilitator to conduct the annual Board and
Committee evaluations every few years or
as needed
Adoption of limits on the number of outside
boards on which our directors may serve
Maintaining a commitment to Board
refreshment
Social and Environmental
Increasing disclosures on our corporate social
responsibility and sustainability activities
Establishing a formal CSR Corporate Steering
Committee and a Global Coordination Team to more
closely align CSR activities to our business objectives
Taking steps to align our CSR framework to the ISO
26000:10 standard, which provides guidance to
assess and address social responsibilities that are
relevant and significant to McDermott's: mission and
vision; operations and processes; customers,
employees, communities and other stakeholders; and
environmental impact
Compensation
Enhancing transparency in proxy statement
disclosures regarding compensation matters,
including disclosing specific targets of our
compensation programs and how they tie to
our strategy
Including a relative metric for long-term
incentive plan awards
Requiring double-trigger vesting of equity
awards upon a change in control
■ Introduction of a competitor peer group for
performance-based equity awards
Appropriate revisions to our compensation peer
groups
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Investor Presentation: 2019 Annual Meeting of Stockholders
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