Mcdermott International Ltd · OTC:MCDIF
Mcdermott International — Shareholder Meeting (March 2019)
20 slides from Mcdermott International's shareholder meeting presentation, Mar 22, 2019
Slide 1: 2019 Annual Meeting of Stockholders Investor Presentation
2019 Annual Meeting of Stockholders Investor Presentation
Slide 2: About McDermott: Executive Summary
About McDermott Premier, fully-integrated provider of technology, engineering and construction solutions to the energy industry Operating in over 54 countries, McDermott’s locally focused and globally-integrated resources include approximately 32,000 employees, a diversified fleet of marine construc
Slide 3: About McDermott
About McDermott Completed strategic combination with CB&I on May 10, 2018 Fundamentally different and much larger company as compared to 2017, with expanded geographic, operational and technological reach Fully, vertically integrated offering for customers worldwide, with product solutions spanning
Slide 4: 2019 Annual Meeting of Stockholders – Items of Business
2019 Annual Meeting of Stockholders – Items of Business Election of Directors ITEM 1 Advisory Vote to Approve Named Executive Officer Compensation ITEM 2 Ratification of Appointment of Ernst & Young LLP as Auditors ITEM 3 Approval of 2019 McDermott International, Inc. Long-Term Incentive Plan ITEM 4
Slide 5: Item 1: Election of Directors
2019 Annual Meeting of Stockholders – Items of Business Election of Directors ITEM 1 The Board recommends a vote FOR each Director nominee
Slide 6: Board increased from 9 to 11 members with the Combination
With the closing of the Combination, our Board increased from 9 to 11 members Added 5 new, experienced and qualified members to the Board, complementing the Board’s existing skills and expertise for post-Combination McDermott Each director brings a diverse mix of skills, experience, knowledge and in
Slide 7: Focused and Engaged Board
Focused and Engaged Board Our Board continuously evaluates its composition to ensure effective oversight of McDermott’s strategy in driving long-term stockholder value Mandatory retirement at age 72 Committee Chair rotation after five years of service Annual review of committee composition and indiv
Slide 8: Board actively involved in stockholder outreach efforts
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 c
Slide 9: Commitment to Ongoing and Meaningful Stockholder Engagement
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 compe
Slide 10: Item 2: Advisory Vote on Named Executive Officer Compensation
2019 Annual Meeting of Stockholders – Items of Business Advisory Vote to Approve Named Executive Officer Compensation ITEM 2 The Board recommends a vote FOR the advisory vote on Named Executive Officer compensation
Slide 11: Post-Combination: Our Operating Strategy and Increased Earnings Potential
Order Intake Revenues Backlog Post-Combination: Our Operating Strategy and Increased Earnings Potential Post-Combination, McDermott is a fundamentally different and much larger company as compared to where we were in 2017, with significant earnings potential Integrate Complete the integration with C
Slide 12: Compensation Philosophy Links Strategy and Operational Performance
McDermott's compensation programs are designed to provide compensation that: Attracts, motivates and retains high-performing executives Provides performance-based incentives that reward achievement of short-term and long-term business goals and strategic objectives while recognizing individual contr
Slide 13: Post-Combination Compensation Peer Group and CEO Target TDC
The Compensation Committee seeks to provide reasonable and competitive compensation, with the elements of TDC targeted generally within approximately 15% of median compensation of our market for comparable positions (market range) The Compensation Committee considered the significantly increased siz
Slide 14: CEO Pay Mix: 90% At Risk
90% At Risk 10% Annual Base Salary Fixed cash compensation recognizing an executive officer’s experience, skill and performance 13% Annual Incentive, or EICP Variable compensation designed to reward achievement of short-term business goals and strategic objectives, while recognizing individual contr
Slide 15: Item 3: Ratification of Ernst & Young LLP as Auditors
2019 Annual Meeting of Stockholders – Items of Business Ratification of Appointment of Ernst & Young LLP as Auditors ITEM 3 The Board recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as Auditors
Slide 16: Auditor and Audit Committee Matters
Auditor and Audit Committee Matters EY was appointed in 2018 following a competitive request for proposal process, replacing Deloitte & Touche LLP as our principal outside auditor In selecting EY to serve as McDermott’s auditor over competing firms, the Audit Committee considered, among other things
Slide 17: Item 4: Approval of 2019 Long-Term Incentive Plan
2019 Annual Meeting of Stockholders – Items of Business Approval of 2019 McDermott International, Inc. Long-Term Incentive Plan ITEM 4 The Board recommends a vote FOR the 2019 McDermott International, Inc. Long-Term Incentive Plan
Slide 18: Approval of 2019 Long-Term Incentive Plan Aligns with Stockholder Interests
Approval of 2019 Long-Term Incentive Plan Aligns with Stockholder Interests 2019 LTIP will replace 2016 LTIP and the CB&I LTIP Adoption of 2019 LTIP is necessary to continue our equity-based long-term incentive program and to avoid having to potentially increase significantly the cash component of o
Slide 19: Forward Looking Statements
Forward Looking Statements McDermott cautions that in thi which are f rd-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact actual results of operations of McDermott. These forward-looking statements include, among other things, bac
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