2019 Annual Meeting of Stockholders slide image

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 M Investor Presentation: 2019 Annual Meeting of Stockholders 9
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