DIAMOND OFFSHORE DRILLING, INC.

15415 Katy Freeway

Houston, Texas 77094

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 17, 201615, 2019

To our Stockholders:

The 20162019 annual meeting of stockholders of Diamond Offshore Drilling, Inc. will be held at the offices of Loews Corporation, 667 Madison Avenue, New York, New York, 10065 on Tuesday,Wednesday, May 17, 2016,15, 2019, at 8:30 a.m. local time for the following purposes:

Our stockholders of record at the close of business on March 24, 201620, 2019 are entitled to notice of, and to vote at, the annual meeting and any adjournments of the annual meeting. Stockholders who execute proxies solicited by our Board of Directors retain the right to revoke them at any time. Unless you revoke your proxy, your shares of common stock represented by your proxy will be voted at the annual meeting in accordance with the directions given in your proxy. If you do not specify a choice on your proxy, the proxy will be votedfor the nominees for director named in the attached proxy statement,for the ratification of the appointment of Deloitte & Touche LLP as our independent auditors andfor the resolution approving executive compensation. The list of our stockholders may be examined at our executive offices at 15415 Katy Freeway, Suite 100, Houston, Texas 77094.

Additional information regarding the annual meeting is included in the attached proxy statement.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE VOTE AS PROMPTLY AS POSSIBLE BY USING THE INTERNET OR TELEPHONE, OR IF YOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS, BY SIGNING, DATING AND RETURNING THE PROXY CARD INCLUDED THEREWITH. THE PROXY IS REVOCABLE AND WILL NOT BE USED IF YOU ARE PRESENT AT THE ANNUAL MEETING AND PREFER TO VOTE YOUR SHARES IN PERSON.Your vote is important. Whether or not you plan to attend the annual meeting in person, please vote as promptly as possible by using the internet or telephone, or if you received a paper copy of the proxy materials, by signing, dating and returning the included proxy card.

March 31, 2016April 3, 2019

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be Held on May 17, 2016.15, 2019.

Our proxy statement, proxy card and 20152018 annual report to stockholders are available at:at

www.diamondoffshore.com/proxy

Table of Contents

DIAMOND OFFSHORE DRILLING, INC.

15415 KATY FREEWAY

HOUSTON, TEXAS 77094

PROXY STATEMENT

For the 20162019 Annual Meeting of Stockholders

to be held on May 17, 201615, 2019

ABOUT THE ANNUAL MEETING

Why am I receiving these materials?

The Board of Directors of Diamond Offshore Drilling, Inc., a Delaware corporation (which we refer to in this proxy statement as “we,” “our,” “us,” “our company”we, our, us, our company or “the company”),the company) is providing you these proxy materials in connection with the Board’s solicitation of proxies from our stockholders for our 20162019 annual meeting of our stockholders (which we refer to as the Annual Meeting) and any adjournments and postponements of the Annual Meeting. The Annual Meeting will be held at the offices of Loews Corporation, 667 Madison Avenue, New York, New York, 10065 on Tuesday,Wednesday, May 17, 201615, 2019, commencing at 8:30 a.m. local time. On or aboutbefore April 7, 2016,3, 2019, we expect to begin mailing to our stockholders proxy materials or an Important Notice Regarding the Availability of Proxy Materials (which we refer to as a Notice), containing instructions describingon how to access our proxy materials, including this proxy statement and our Annual Report, by the Internet or by telephone and how to vote your shares. If you receive a Notice by mail, you will not receive a printed copy of the proxy materials unless you specifically request it. Whether or not you plan to attend the Annual Meeting, you may submit a proxy to vote your shares by the Internet, telephone or mail as more fully described below.

What is the purpose of the Annual Meeting?

At the Annual Meeting, you and our other stockholders entitled to vote at the Annual Meeting are requested to vote on proposals to elect 11eight members of our Board of Directors to serve until our 20172020 annual meeting of stockholders, to approve executive compensation by advisory vote and to ratify the appointment of Deloitte & Touche LLP as our independent auditorsauditor for fiscal year 2016 and to approve executive compensation by advisory vote.2019.

Who is entitled to attend and vote at the Annual Meeting?

Only stockholders of record as of the close of business on March 20, 2019, the record date for the Annual Meeting, or the holders of their valid proxies may attend the Annual Meeting. A list of our stockholders will be available for review at our executive offices in Houston, Texas during ordinary business hours for a period of 10 days prior to the meeting. Each person attending the Annual Meeting may be asked to present a photo ID before being admitted to the meeting. In addition, stockholders who hold their shares through a broker or nominee (i.e., in street name) should provide proof of their beneficial ownership, such as a brokerage statement showing their ownership of shares as of March 20, 2019. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting, and attendees will be subject to security inspections.

Only holders of record of our common stock at the close of business on March 24, 2016, the record date for the Annual Meeting,20, 2019 are entitled to notice of and to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of common stock held. Shares of our common stock represented in person or by a properly submitted proxy will be voted at the Annual Meeting. On the record date, 137,169,663137,580,203 shares of our common stock which is our only outstanding class of voting securities, were outstanding and entitled to vote.

Who can attend the Annual Meeting?

What constitutes a quorum?

The presence at the Annual Meeting in person or by proxy of the holders of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting is required to constitute a quorum for the transaction of business. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the Annual Meeting.

What vote is required to approve each item to be voted on at the Annual Meeting?

Election of Directors. Our Bylaws provide that aA nominee for director in an uncontested election such as this one will be elected to the Board if all votes cast for that nominee’s election exceed the votes cast against his or her election. Shares that are voted to abstain with respect to any one or more nominees and broker non-votes will not be counted and will have no effect on the outcome of the voting for directors. Under our Bylaws, any incumbent director nominee who does not receive a majority of the votes cast for election shall tender his or her resignation. For a more complete explanation of this requirement and process, please see “Election of Directors—Majority Vote Standard for Election of Directors” below.

Votes Required to Adopt Other Proposals. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required for approval of all other items being submitted to stockholders for consideration.

How are abstentions and brokernon-votes counted?

Abstentions and brokernon-votes (i.e., shares with respect to which a broker indicates that it does not have authority to vote on a matter) will be consideredcounted for purposes of determining whether a quorum is present at the meeting for purposes of calculating the vote, butAnnual Meeting. Abstentions will not be considered to have been voted in favoraffect the outcome of the matter voted upon, and since they are not affirmative votes for a proposal theyelection of directors. Abstentions will have the same effect as votes against any matter other than the proposal.election of directors. Brokernon-votes will not affect the outcome of the election of directors or any other proposal to be considered present for purposes of calculatingvoted on at the vote.Annual Meeting.

How does the Board recommend that I vote?

Our Board of Directors recommends that you vote as follows:vote:

How do I vote?vote and can I change my vote after I return my proxy card?

You may vote in person at the Annual Meeting or you may give us your proxy. We recommend that you vote by proxy even if you plan to attend the Annual Meeting. As described below, you can change your vote at the Annual Meeting. You can vote by proxy over the telephone by calling a toll-free number, electronically by using the Internet or through the mail as described below. If you would like to vote by telephone or by using the Internet, please refer to the specific instructions set forth on the Notice or proxy card. If you are a holder of record and received your proxy statement and Annual Report by mail, you can vote by signing, dating and completing the enclosed proxy card and returning it by mail in the enclosed postpaid envelope. If you received a Notice and wish to vote by traditional proxy card, you may receive a full printed set of the proxy materials for the Annual Meeting at no charge through one of the following methods: (i) by the Internet atwww.proxyvote.com; (ii) 

Once you receive the proxy statement, Annual Report and proxy card, please sign, date and complete the proxy card and return it in the enclosed postpaid envelope. No postage is necessary if the proxy card is mailed in the United States. If you hold your shares through a bank, broker or other nominee, it will giveprovide you separate instructions for voting your shares.

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Can I change my vote after I return my proxy card?

Yes. Your proxy may be revoked at any time before its exercise by sending written notice of revocation to David L. Roland, Corporate Secretary, Diamond Offshore, 15415 Katy Freeway, Suite 100, Houston, Texas 77094, or by signing and deliveringsubmitting a valid proxy that is dated later, or, if you attend the Annual Meeting in person, by giving notice of revocation to the InspectorsInspector of Election referred to below at the Annual Meeting.

Unless you revoke your proxy, your shares of common stock represented by your proxy will be voted at the annual meeting in accordance with the directions given in your proxy. If you do not specify a choice on your proxy, your proxy will be voted consistent with the above recommendations of the Board.

How will votes be recorded?recorded and where can I find the voting results of the Annual Meeting?

Votes will be tabulated by Broadridge Financial Solutions,Mediant Communications Inc., and the results will be certified by one or more Inspectorsour Inspector of Election, who are required to resolve impartially any interpretive questions as to the conduct of the vote.Election. In tabulating votes, the InspectorsInspector of Election will make a record of the number of shares voted for or against each nominee and each other matter voted upon, the number of shares abstaining with respect to each nominee or other matter, and the number of shares held of record by broker-dealers andthat are present at the Annual Meeting but not voting.

Where can I find the voting results of the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting and to publish the final results in a current report on Form8-K following the Annual Meeting.

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SECURITYSTOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERSPRINCIPAL STOCKHOLDERS

The following table below shows certain information as of March 24, 201620, 2019 (unless otherwise indicated) as to all persons who, to our knowledge, were the beneficial owners of 5% or more of the outstanding shares of our common stock, which is our only outstanding class of voting securities. All shares reported were owned beneficially by the persons indicated unless otherwise indicated below.

Loews Corporation is a holding company. Incompany, with principal subsidiaries (in addition to us, its principal subsidiaries areus) consisting of CNA Financial Corporation, a 90%an 89%-owned subsidiary engaged in commercial property and casualty insurance; Boardwalk Pipeline Partners, LP, a 51%-ownedwholly-owned subsidiary engaged in the transportation and storage of natural gas and natural gas liquids and gathering and processing of natural gas; andliquids; Loews Hotels Holding Corporation,& Co, a wholly-owned subsidiary engaged in the operation of a chain of hotels.hotels; and Consolidated Container Company LLC, a 99%-owned subsidiary providing packaging solutions to end markets such as beverage, food and household chemicals.

Because Loews Corporation holds a majority of the outstanding shares of our common stock, Loews has the power to approve matters submitted for consideration at the Annual Meeting without regard to the votes of the other stockholders. We understand that Loews intends to votefor consistent with the electionabove recommendations of the 11 nominees for the Board of Directors,for the ratification of the appointment of Deloitte & Touche LLP as our independent auditors andfor the resolution approving executive compensation.Directors. There are no agreements between us and Loews with respect to the election of our directors or officers or with respect to the other matters that may come before the Annual Meeting.

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SECURITYSTOCK OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following table shows the amount and nature of beneficial ownershipshares of our common stock and of the common stock of Loews (which we refer to as Loews Common Stock) beneficially owned by each of our directors and director nominees, for director, each of our executive officers named in the20152018 Summary Compensation Table below, and all of our current directors and executive officers as a group, as of March 1, 2016. All of our2019. Our directors and executive officers individually and as a group own less than 1% of our common stock. Except as otherwise noted, the named beneficial owner has sole voting power and sole investment power with respect to the number(s) of shares shown below. The number of shares included with respect to stock appreciation rights (SARs) granted under our Equity Incentive Compensation Plan (which we refer to as our Equity Plan) is the number of shares of our common stock each person would have received had they exercised their SARs, based on the fair market value per share ($20.31)10.70) of our common stock, determined in accordance with the terms of our Equity Plan, on March 1, 2016.2019.

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Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on our records and other information available to us, we believe that during 2018 all reports that were required to be filed by our directors and executive officers under Section 16(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the Exchange Act), requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership of our equity securities with the Securities and Exchange Commission (which we refer to as the Commission). Based on our records and other information, we believe that all reports that were required to be filed under Section 16(a) during 2015 were timely filed.

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ELECTION OF DIRECTORS

(Proposal No. 1)

Our Board of Directors currently consists of 11eight directors. On January 31, 2019, Charles L. Fabrikant informed us of his intention to resign from our Board effective at the Annual Meeting. Consequently, our Board has nominated Anatol Feygin as a candidate for election to the Board at the Annual Meeting, in addition to the seven remaining directors nominated forre-election at the Annual Meeting. All directors are elected annually to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified at the next annual meeting of stockholders or until their earlier resignation or removal. The names and information regarding our nominees, including their business experience during the past five years and other background information and individual qualifications, attributes and skills, are stateddescribed below. EachWith the exception of Mr. Feygin, each of the nominees is currently a director, and Mr. J.S.James S. Tisch and Mr. A.H.Andrew H. Tisch are brothers. Each of the 11eight directors to be elected at the Annual Meeting will serve a term of one year to expire at our 20172020 annual meeting of stockholders.

It is intended thatIn the absence of contrary instructions, the proxies received from holders of our common stock in the absence of contrary instructions, will be voted at the Annual Meeting for the election of each of the below nominees. Although we do not contemplate that any of the nominees will be unable to serve, decline to serve or otherwise be unavailable as a nominee at the time of the Annual Meeting, if that occurs we expect that the proxies will be voted for such other candidate or candidatescandidate(s) as our Board of Directors may nominate.nominate or our Board may adopt a resolution reducing the number of directors constituting our entire Board.

James S. Tischhas served as our Chairman of the Board since 1995. He served as our Chief Executive Officer (which we refer to as CEO) from 1998 to 2008. Mr. Tisch is the President and CEO and a member of the Office of the President of Loews. HeLoews, and has been a director of Loews since 1986. Mr. Tisch also serves as a director of General Electric Company and CNA Financial Corporation, a subsidiary of Loews.

Mr. Tisch’s experience as our former CEO and his extensive background with our company have providedprovides him with unique knowledge of and insight into our business and operations, and have enabledenables him to be instrumental in providingmore effectively provide us and our Board with strategic direction and operational oversight. Our Board believes that Mr. Tisch’s leadership and experience at Loews, together with his direct experience in managing our business and his institutional knowledge of our company, cause his contributions to our Board and its deliberations to be of exceptional value. In addition, Mr. Tisch’s status as the President and CEO of Loews, a significant stockholder of our company, enables our Board to have direct access to the perspective of our stockholders and ensures that the Board will take into consideration the interests of our stockholders in all Board decisions.

John R. BoltonMarc Edwards is a Senior Fellow of the American Enterprise Institutehas served as our President and is Of Counsel to Kirkland & Ellis LLP. Mr. Bolton also servedCEO and as a director of EMS Technologies, Inc. from 2009since March 2014. Prior to 2011.joining our company, Mr. Bolton served in the U.S. Department of State as the U.S. Permanent Representative to the United Nations from 2005 to 2006 and as Under Secretary for Arms Control and International Security from 2001 to 2005.

Mr. Bolton brings to our Board his breadth of experience in international affairs and governmental service. His wide-ranging public policy experience and background in public affairs are a source of valuable knowledge

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and skills. Particularly in light of our international operations, Mr. Bolton’s unique perspective allows him to make important contributions to the work of our Board.

Marc Edwards served as a member of Halliburton Company’s Executive Committee and as its Senior Vice President responsible for its Completion and Production Division from 2010 to 2014, prior to joining our company as President and CEO.2014. He served as Vice President for Production Enhancement of Halliburton Company from 2008 through 2009. Since January 2017, Mr. Edwards has also served as the Lead Director, Chairman of the Nominating and Corporate Governance Committee and a member of the Audit and Risk and Compensation Committees of Keane Group, Inc., a NYSE-listed integrated well completion service company.

Mr. Edwards developed an extensive background in the global energy industry during his tenure at Halliburton that enables him to provide valuable contributions and a new perspective to our Board. His broad experience and understanding of the worldwide energy services industry gained during his service as a senior executive at Halliburton provides valuable insight to our Board’s strategic and other deliberations. In addition, Mr. Edwards’day-to-day leadership and involvement with our company as our President and CEO provides him with personal knowledge and insight regarding our operations.

Charles L. FabrikantAnatol Feygin is thehas served as Executive ChairmanVice President and Chief Commercial Officer of the Board and CEO of SEACOR HoldingsCheniere Energy, Inc., which operates offshore support vessels servicinga NYSE-listed international energy company, since September 2016. Mr. Feygin joined Cheniere in March 2014 as Senior Vice President, Strategy and Corporate Development. Prior to joining Cheniere, Mr. Feygin worked with Loews from November 2007 to March 2014, most recently as its Vice President, Energy Strategist and Senior Portfolio Manager. Prior to joining Loews, Mr. Feygin spent three years at Bank of America, most recently as Head of Global Commodity Strategy. Mr. Feygin began his banking career at J.P. Morgan Securities Inc. as Senior Analyst, Natural Gas Pipelines and Distributors.

Mr. Feygin’s experience in the global energy industry will enable him to advise our Board on industry issues and perspectives. As a result of his extensive experience in oil and gas explorationexecutive, corporate development and development.financial matters, Mr. Fabrikant served as its Executive Chairman ofFeygin will be able to provide the Board from 2010 until 2015,with expertise in industry corporate leadership, financial management, corporate planning and as Chairman of the Board, CEO and President from 1989 to 2010. Since 2011, Mr. Fabrikant has also served as the Chairman of the Board of ERA Group Inc., an international helicopter operator providing transportation services to the offshore drilling industry, which was wholly owned by SEACOR prior to 2013. He also served as President and CEO of ERA Group Inc. from 2011 to 2012.strategic development.

As the Executive Chairman and CEO of SEACOR, a company that owns, operates, invests in and markets equipment for the global offshore oil and gas, industrial aviation and marine transportation industries, Mr. Fabrikant has an extensive background and practical, hands-on experience in the offshore energy industry. This background provides Mr. Fabrikant unique insight into many of the business decisions that come before our Board.

Paul G. GaffneyGaffney II is a retired Navy Vice Admiral and President Emeritus of Monmouth University, having served as President from 2003 to 2013. He was President of the National Defense University from 2000 to 2003. Prior to assuming those duties, Mr. Gaffney was the chief of naval research with responsibility for the Department of the Navy’s science and technology investment and commanded the Navy’s Meteorology and Oceanography program. He was also the commanding officer of the Naval Research Laboratory. Mr. Gaffney was appointed to the U.S. Ocean Policy Commission in 2001, and served during its full tenure from 2001 to 2004. Mr. Gaffney has been recognized with a number of military decorations and the Naval War College’s J. William Middendorf Prize for Strategic Research. He chaired the federal Ocean Research/Resources Advisory Panel (ORRAP) and currently chairs the federal Ocean Exploration Advisory Board and is a member of the National Academy of Engineering, a private independent nonprofit institution that advises the federal government and conducts independent studies to examine important topics in engineering and technology. He is also a Trustee of the Consortium for Ocean Leadership, a fellow in the Urban Coast Institute at Monmouth University, and a member of the National Academy’s Gulf Research Program Advisory Board.Board, a Trustee of the Ocean Exploration Trust and also serves as the Counselor to the Dean of Engineering and Computing of the University of South Carolina.

Mr. Gaffney’s military experience, leadership in academia and expertise in ocean policy have provided him with valuable knowledge of the complex management and oversight issues faced by large institutions as well as policy and operational issues affecting the offshore drilling industry. His distinguished naval career spanned over three decades and included duty at sea, overseas and ashore in executive and command positions. While a military officer, his career focused on oceanography, research administration and education, and his experience includes oceanographic operations in distant oceans, global weather forecasting and marine science sponsorship including severe weather prediction research. As a result of this knowledge and experience, Mr. Gaffney provides our Board meaningful insights and a unique perspective to benefit the Board’s decision-making processes.

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Edward Grebow hasis the Managing Director of Lakewood Advisors, LLC, a financial and business advisory firm. Prior to founding Lakewood Advisors, LLC in March 2018, Mr. Grebow had served as Managing Director of Morgan Joseph TriArtisan Capital Advisers, LLC, an investment and merchant bank, since 2013. He served as President and CEO of Amalgamated Bank, a commercial bank, from 2011 to 2013. Mr. Grebow also served as managing director of J.C. Flowers & Co. LLC, a private equity firm, with a focus on financial services companies, from 2007 to 2011, a director of Saddle River Valley Bank from 2010 to 2011 and a director of Flowers National Bank from 2008 to 2011. In 2016, Mr. Grebow was elected as a director of Alcentra Capital Corporation, a NASDAQ-listed closed-end management investment company. Mr. Grebow served as President of ULLICO Inc., an insurance and financial services firm, from 2003 to 2006. Mr. Grebow also has served as a director and Chairman of the Audit Committee of Alcentra Capital Corporation, a NASDAQ-listedclosed-end management investment company since 2016 and served on the Board of Directors and Audit Committee of Xenith Bankshares, Inc., a NASDAQ-listed holding company for Xenith Bank, a full service commercial bank, from 2016 to 2018.

Mr. Grebow’sGrebow is an experienced financial leader with the skills necessary to lead our Audit Committee. His broad experience in financial services, commercial and investment banking, private equity insurance and financial services insurance

enables him to provide our Board valuable insight and the benefit of his extensive knowledge of and background in financial services, investment and management.with valued insight. This experience and knowledge also qualifies him to serve as the financial expert on our Board’s Audit Committee.

Herbert C. Hofmann served as a Senior Vice President of Loews for over five years until 2012 and was the President and CEO of Bulova Corporation, a former subsidiary of Loews that distributes and sells watches and clocks, from 1989 until 2008.

Mr. Hofmann has had extensive experience in his positions at Loews and practical, hands-on experience as the former CEO of Bulova Corporation. He also has had an extended involvement with our company, having served as a director since 1992. Mr. Hofmann’s management background, combined with his institutional knowledge of our company, provide particular insight relevant to many of the business decisions that come before our Board.

Kenneth I. Siegelhas served as a Senior Vice President of Loews since 2009. He has also served as a director of the general partner of Boardwalk Pipeline Partners, LP, a subsidiary of Loews, since 2009 and as its Chairman of the Board since 2011. Mr. Siegel served as a senior investment banker at Barclay’s Capital from 2008 to 2009, and he served in a similar capacity at Lehman Brothers from 2000 to 2008.

Mr. Siegel has extensive experience with capital markets and merger and acquisition transactions as a result of his positions at Loews, Barclay’s Capital and Lehman Brothers. Mr. Siegel’s experience in his position at Loews also provides him with knowledge of the energy industry and broad knowledge of and insight into the operations of Loews and the businesses in which it is engaged, including our company and its business.company. This experience, combined with his financial and transactional expertise, enables Mr. Siegel to provide valuableeffective insight tofor our Board in its deliberations and decision-making processes.Board.

Clifford M. Sobel served as U.S. Ambassador to The Netherlands from 2001 until 2005 and U.S. Ambassador to Brazil from 2006 until 2009. HeMr. Sobel is presently Managing Partner of Valor Capital Group LLC, an investment group investing in Brazil. Previously he served as Chairman of Net2Phone, a NASDAQ-listed Internet provider, and on the Boards of Directors of Aegon Insurance, a NYSE-listed insurance company, and Alpinvest, a global private equity fund. Mr. Sobel has served on the Millennium Promise Board, anon-governmental organization supporting the UN Millennium Development Goals, and on the Advisory Boards to the American Military Commander of Europe and NATO, as well as the Command for American Forces for Central and South America.

Mr. Sobel’s experience in foreign service and diplomatic background in important markets for our offshore drilling services provide a unique perspective that adds uniquesignificant value to the deliberations of our Board. His investment expertise and his experience and involvement in international affairs enable him to provide valuable insight and contributions to the work of our Board, particularly with respect to our international operations.

Andrew H. Tisch isCo-Chairman of the Board of Directors of Loews, as well as Chairman of the Executive Committee and a member of the Office of the President of Loews. Since 2001, he hasMr. Tisch served as a director of K12 Inc., a NYSE-listed technology-based education company, from 2001 until 2017 and served as its Chairman of the Board from 2007 until

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2012. He is also a director of CNA Financial Corporation and a director of the general partner of Boardwalk Pipeline Partners, LP, each a subsidiary of Loews. Mr. Tisch has been a director of Loews since 1985.

Mr. Tisch has served as a member of the Office of the President of Loews since 1999, and prior to that time served Loews in a number of executive positions. HisTisch’s extensive executive leadership experience has providedprovides him with broad knowledge of and insight into the operations of Loews and the businesses in which it is engaged, including our company and its business.company. This experience, coupled with Mr. Tisch’s institutional knowledge, is especially beneficial to our Board and its deliberations and decision-making process.

Raymond S. Troubh is currently a financial consultant. Previously, he served as Governor of the American Stock Exchange and general partner of Lazard Freres & Co., an investment banking firm. Mr. Troubh is currently a director of General American Investors Company, a NYSE-listed closed-end management investment company. He served as a director of The Wendy’s Company from 1994 to 2014 and as a director of Gentiva Health Services, Inc. from 1999 to 2015.

Mr. Troubh’s breadth of experience, having served as a director of a number of companies in a variety of industries, as well as his skills and extensive background in finance and capital markets, enable him to provide valuable insight into business deliberations and judgments that come before our Board.

Director Independence

Because more than 50% of our outstanding common stock is held by Loews, we are a “controlled company” under the corporate governance listing standards (which we refer to as the NYSE Listing Standards) of the New York Stock Exchange (which we refer to as the NYSE). Although theThe NYSE Listing Standards do not require controlled companies to maintainhave a majority of independent directors, the majoritydirectors. Currently, 50% of our Board of Directors is comprised of independent directors. In determining independence, each year our Board determines whether directors have any “material relationship” with our company or with any members of our senior management. On an annual basis, and more frequently as necessary, each director and each executive officer is obligated to disclosediscloses any transactions with our company in which the director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest. When assessing the materiality of a director’s relationship with us, the Board considers all relevant facts and circumstances known to it, not merely from the director’s standpoint, but from that of the persons or organizations with which the director has an affiliation,

and the frequency or regularity of the services provided by the director or such other persons or organizations to us or our affiliates, whether the services are being carried out at arm’s length in the ordinary course of business and whether the services are being provided substantially on the same terms to us as those prevailing at the time from unrelated parties for comparable transactions. Our Board has determined that Messrs. Bolton, Fabrikant, Gaffney, Grebow, Sobel and Troubh (whom we refer to as our Independent Directors) are independent under the NYSE Listing Standards. In making their determination, the Board considered all relevant facts and circumstances known to it and applied the independence guidelines described below in determining that none of the Independent Directors has any material relationship with us or our subsidiaries. In making its determination with respect to Mr. Fabrikant, our Board also considered the commercial relationship between our company and certain subsidiaries of SEACOR Holdings Inc., of which Mr. Fabrikant is the Executive Chairman of the Board and CEO, and determined that Mr. Fabrikant meets all of the requirements described above for Independent Directors and does not have a material relationship with us. Please read “Transactions with Related Persons—Transactions with Other Related Parties” below for more information concerning Mr. Fabrikant’s relationship with us.

The Board has established guidelines to assist it in determining director independence. Under these guidelines, a director would not be considered independent if:

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After considering all known relevant facts and circumstances and applying the independence guidelines described above, our Board has determined that Messrs. Fabrikant, Gaffney, Grebow and Sobel (whom we refer to as our Independent Directors) are independent under the NYSE Listing Standards and our independence guidelines. Our Board has also determined that Mr. Feygin, the new nominee to the Board at the Annual Meeting, is independent under the NYSE Listing Standards and our independence guidelines. In making its determination with respect to Mr. Fabrikant, our Board also considered the commercial relationship between our company and SEACOR Holdings Inc. (of which Mr. Fabrikant is the Executive Chairman of the Board and CEO), SEACOR Marine Holdings Inc. (of which Mr. Fabrikant is theNon-Executive Chairman of the Board) and Era Group Inc. (of which Mr. Fabrikant is theNon-Executive Chairman of the Board), and determined that Mr. Fabrikant meets all of the requirements described above for Independent Directors and does not have a material relationship with us. Please read“Transactions with Related Persons—Transactions with Other Related Parties” below for more information concerning Mr. Fabrikant’s relationship with us.

Board Committees

Our Board of Directors has three standing committees to facilitate and assist the Board in the execution of its responsibilities:committees: the Executive Committee, Audit Committee and Compensation Committee. Because weThe current members of our three standing Board committees are identified below:

As a “controlled company” under the NYSE Listing Standards, our Board is not required to have a nominating committee. Our Board has determined that, because the full Board can perform the same functions that would normally be performed by a nominating committee it is not necessaryand because our Board includes independent directors, there would be no meaningful benefit to havehaving a separate nominating committee. In lieu of a separate nominating committee, our entire Board performs the usual nominating committee functions, including participation in the consideration of director nominees.

Our Bylaws describe the functions and responsibilities of our Executive Committee. Our Audit and Compensation Committees operate under written charters that set forthdescribe the functions and responsibilities of each committee. Each charter can be viewed in the Corporate Governance section ofon our website atwww.diamondoffshore.com. in the “Investor Relations” section under “Corporate Governance.” A copy of each charter can also be obtained by writing to us at Diamond Offshore, AttentionAttention: Corporate Secretary, 15415 Katy Freeway, Suite 100, Houston, Texas 77094.

Please note that the preceding Internet address and all other Internet addresses referenced in this proxy statement are for information purposes only and are not intended to be a hyperlink. Accordingly, no information found or provided at such Internet addresses or at our website in general is intended or deemed to be incorporated by reference in this proxy statement.

The current members of the three standing committees of our Board of Directors are identified below.

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Executive Committee

TheOur Bylaws describe the functions and responsibilities of the Executive Committee of our Board of Directors has and mayDirectors. Our Executive Committee is authorized to exercise all of the powers of the Board in the management of our business that may lawfully be delegated to it by the Board.

Audit Committee

The primary function of the Audit Committee is to assist our Board of Directors in fulfillingwith its responsibility to oversee management’s conductof overseeing the integrity of our financial reporting process, including review of our financial reports and other financial information, our system of internal accounting controls,statements, our compliance with legal and regulatory requirements, the qualifications and independence of our independent auditors andauditor, the performance of our internal audit stafffunction and independent auditors.auditor and our systems of disclosure controls and procedures, internal control over financial reporting and compliance with our adopted ethical standards. Our internal audit controls function maintains critical oversight over the key areas of our business and financial processes and controls, and provides reports directly to the Audit Committee. The committee has sole authority to directly appoint, retain, compensate, evaluate and terminate the independent auditorsauditor and to approve all engagement fees and terms for the independent auditors.auditor. The members of the committee meet regularly with representatives of our independent auditor firm without the presence of management. The members of the committee also meet regularlyand with our manager of internal audit without the presence of other members of management.

Our Board has determined that each member of the Audit Committee is an Independent Director and satisfies the additional independence and other requirements for Audit Committee members provided for in the NYSE Listing Standards.Standards and SEC rules. The Board has also determined that Mr. Grebow the Chairman of the Audit Committee, qualifies as an “audit committee financial expert” under the rules of the Commission.SEC rules.

Compensation Committee

The primary function of the Compensation Committee is to assist our Board of Directors in discharging its responsibilities relating to compensation of our executive officers. The Compensation Committee is also responsibledetermines and approves compensation for reviewingour executive officers and making recommendations to our Board with respect toadministers our Incentive Compensation Plan for Executive Officers (which we refer to as our Incentive Compensation Plan), and our Equity Plan, with respect to our executive officers, and to oversee these plans. The committee is authorized to discharge any responsibilities imposed on it by these plans.Plan. In accordance with its charter, the committee may form and delegate authority tosub-committees consisting of one or more of its members when appropriate. The committee alsodoes not delegate to management any of its functions in setting executive compensation under its charter. The committee has authority to retain or replaceobtain advice of outside legal counsel, compensation and benefits consultants or other expertsadvisors to provide it with independent advice,assist in the evaluation of director, CEO or executive officer compensation, including responsibility for the authority to approveappointment, compensation and oversight of any such advisor retained by the fees payable and any other termscommittee. During 2018, the committee did not engage a compensation advisor in determining or recommending amounts or forms of retention.executive or director compensation.

The Compensation Committee completes a comprehensive review of all elements of compensation at least annually. If it is determined that any changes to any executive officer’s total compensation are necessary or appropriate, the Compensation Committeecommittee obtains such input from management as it determines to be necessary or appropriate. All compensation decisions with respect to executive officers other than our CEO are determined in discussion with, and frequently based in part upon the recommendation of, our CEO. The committee makes all determinations with respect to the compensation of our CEO, including establishing performance objectives and criteria related to the payment of his compensation, and determining the extent to which such objectives have been established. In so doing, the committee obtains input from the committee’s independent compensation advisors as it deems necessary or appropriate. During 2015, the committee did not engage a compensation advisor in determining or recommending amounts or forms of executive or director compensation.

During the first calendar quarter of each year, the Compensation Committee establishes the parameters of the annual Incentive Compensation Plan awards for that year, including the performance goals relative to our performance that will be applicable to such awards. Also during the first calendar quarter of each year, the committee reviews our performance against the objectives established for awards payable in respect of the

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prior year, and confirms the extent, if any, to which such objectives have been obtained, and the amounts payable to each of our executive officers in respect of such achievement.

The Compensation Committee also determines the appropriate level and type of awards, if any, to be granted to each of our executive officers pursuant to our Equity Plan. The committee reviews, and has the authority to recommend to the Board for adoption, any new executive compensation or benefit plans that are determined to be appropriate for adoption by our company, including those that are not otherwise subject to the approval of our stockholders. The committee also reviews any employment or compensation contracts or other transactions proposed to be entered into with executive officers of the company. In connection with the review of any such proposed plan or contract, the committee may seek from its independent advisors any advice, counsel and information as it determines to be appropriate in the conduct of such review.achieved. See“Compensation Discussion and AnalysisAnalysis”” for more information about the responsibilities of the Compensation Committee and the role of executive officersmanagement with respect to compensation matters.

Compensation Committee Interlocks and Insider Participation. The members of the Compensation Committee are Paul G. Gaffney II, Charles L. Fabrikant and Edward Grebow andGrebow. In addition, Raymond S. Troubh. OurTroubh was a member of the Compensation Committee in 2018 until his resignation from our Board of Directors as of our 2018 annual meeting of stockholders. Our Board has determined that each member of the Compensation Committee is independent and satisfies the definition of “independent” as established underadditional independence requirements for compensation committee members provided for in the NYSE Listing Standards.Standards and the SEC rules. No member of the Compensation Committee is, or was during 2015,2018, an officer or employee of the company. During 2015:2018:

Board Diversity and Director Nominating Process

Our Board of Directors recognizes the benefits of broad diversity throughout our company and agrees with the merits of achieving diversity. In identifying, evaluating and nominating individuals to serve as our directors, including those identified by stockholders, our Board does not have formal diversity requirements or rules. Rather, the Board believes that our company is best served by directors with a wide range of perspectives, professional experience, skills and other individual qualities and attributes. Our Board considers diversity broadly to include diversity of race, ethnicity and gender, as well as diversity of viewpoint, professional experience (including geographic and industry experiences) and individual characteristics, qualities and skills, resulting in the inclusion of naturally varying perspectives among the

directors. TheOur Board also considers whether these capabilities and characteristics will enhance and complement the full Board so that, as a unit, the Board possesses the appropriate skills and experience to oversee the company’s business, ensure consideration of a wide range of perspectives and serve the long-term interests of our stockholders.

Our Board members currentlynominees vary in age from 5550 to 89,72 and range in Board tenure from 2 yearszero to 2730 years. As described above under our director biographies, we believe the current composition of our Board also reflects a variety of expertise, skills, experience and professional and personal backgrounds, including in the following areas:

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Our Board of Directors will, subject to the terms of our Certificate of Incorporation and Bylaws, review any candidates recommended by stockholders for positions on the Board. TheOur Bylaws provide that any stockholder entitled to vote generally in the election of directors at a meeting of stockholders who complies with the procedures specified in the Bylaws may nominate persons for election to the Board, subject to any conditions, restrictions and limitations imposed by our Certificate of Incorporation or Bylaws. These procedures include a requirement that our Corporate Secretary receive timely written notice of the nomination, which, for the 20172020 annual meeting of stockholders, means that the nomination must be received no later than February 16, 2017.15, 2020. Any notice of nomination must be addressed to Diamond Offshore, 15415 Katy Freeway, Suite 100, Houston, Texas 77094, Attention: Corporate Secretary, and must include, in addition to any other information or matters required by our Certificate of Incorporation or Bylaws, the following:Bylaws:

Nominations of directors may also be made by theour Board of Directors or as otherwise provided in our Certificate of Incorporation or Bylaws. In determining whether it will nominate a candidate for a position on our Board, the Board considers those matters it deems relevant, which may include among other things, integrity,the candidate’s integrity; business specialization,specialization; career achievements,achievements; breadth of experience, diversity of race, ethnicity and gender,experience; soundness of judgment,judgment; ability to make independent analytical inquiries,inquiries; independence and potential conflicts of interest,interest; potential to meet the present needs of the Board in light of the current mix of director skills and attributes andattributes; ability to represent the total corporate interests of our company and our stockholders. Whenstockholders; and diversity of race, ethnicity and gender. While our Board believes that its current membership comprises a variety of perspectives, professional experience, skills and other qualities and attributes, the Board is committed to efforts to increase diversity and will continue to consider diversity of race, ethnicity and gender among other relevant factors when assessing individual candidates and nominees to fill the next Board vacancyvacancies that occursoccur in the future, the Board will consider diversity among other relevant factors. The Board retains its full discretion in making all such determinations, and also takes into account any restrictions, requirements or limitations contained in our Certificate of Incorporation or Bylaws, or any agreement to which we are a party.future.

Majority Vote Standard for Election of Directors

Our Bylaws require a mandatory majority voting, director resignation procedure. A nominee for director in an uncontested election (such as this one) will be elected to the Board if all votes cast for that nominee’s election exceed the votes cast against his or her election. In the event that an incumbent director nominee does not receive a majority of the votes cast, the Board will require that director to tender his or her resignation and will establish a committee to consider whether to accept or reject the resignation. The Board will act on the committee’s recommendation and publicly disclose its decision.

Executive Sessions ofNon-Management Directors

Ournon-management directors, our Independent Directors and each of the Audit Committee and the Compensation Committee meet regularly in executive sessions without the presence of management. Upon the recommendation of thenon-management directors and Independent Directors, our Board of Directors has selected Edward Grebow to act as the current Lead Director and to serve as the presiding director at meetings of ournon-management directors and our Independent Directors.

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Board Leadership Structure

Our current Board’s leadership structure consists of a Chairman of the Board (who is not our current CEO), a Lead Director and independent Audit Committee and Compensation Committee chairs. James S. Tisch, anon-employee director, currently serves as our Chairman of the Board. Our current Lead Director is Edward Grebow, who is also the Chairman of our Audit Committee. The Board believes this structure provides independent Board leadership and engagement and strong oversight of management while providing the benefit of having our Chairman lead regular Board meetings as we discuss key business and strategic issues. Mr. Edwards has served as our CEO since March 2014. We currently separate the roles of CEO and Chairman of the Board in recognition of the differences between the two roles. The CEO is responsible for setting the strategic direction for the company and providing theday-to-day leadership and performance of the company, while the Chairman provides guidance to the CEO and sets the agenda for Board meetings and presides over the meetings of the full Board. Separating these positions allows our CEO to focus on ourday-to-day business, while allowing our Chairman to lead the Board in its fundamental role of providing advice to, and oversight of, management. The Board recognizes the time, effort and energy that the CEO is required to devote to his position, as well as the commitment required to serve as Chairman. The Board believes that having separate positions is the appropriate leadership structure for our company at this time.

Although theour Board currently separates the roles of CEO and Chairman of the Board, the Board has no fixed policy with respect to combining or separating the positions. In our company’s history, there have been times that our CEO also served as the Chairman of the Board.Chairman. The Board has exercised discretion in combining or separating the positions as it has deemed appropriate in light of prevailing circumstances, and the Board continues to reservemay in the right to makefuture reevaluate this determination.

Board Oversight of Risk Management

Our Board recognizes the importance of understanding, evaluating and to the extent practicable, managing risk and its impact on the financial health of our company. Our management periodically has discussions with our Board, Audit Committee and Compensation Committee to, among other things, assist in identifying the principal risks facing our company, identifying and evaluating policies and practices that promote a culture that actively balancesdesigned to appropriately balance risk and reward, and evaluating risk management practices. These opportunities to interact enable thenon-management directors to conduct meaningful and substantive discussions concerning these issues with senior management during Board, Audit Committee and AuditCompensation Committee meetings.

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, improve long-term organizational performance and enhance stockholder value. A fundamental partcomponent of risk management is not only understanding the risks a company faces and what stepsthe measures management is taking to manage thosethe risks, but also understanding

what level of risk is appropriate for the company. The involvement of the full Board in setting our business strategy is a key part of the Board’s assessment of the company’s tolerance for risk. The Board also regularly reviews information regarding the company’s credit, liquidity and operations, as well as the risks associated with each.risks. While the Board has the ultimate oversight responsibility for the risk management process, committees of the Board and the company’s management also haveshare responsibility for risk management. In particular, the Audit Committee focuses on financial risk, including internal controls, and discusses risk assessment with management and our internal and external auditors. In addition, in setting compensation, the Compensation Committee strivesendeavors to create incentives that encourage a level of risk-taking behavior consistent with the company’s business strategies and long-term stockholder value. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee and management reports about such risks.

Director Attendance at Meetings

During 2015,2018, our Board of Directors held sevensix meetings, our Audit Committee held eightseven meetings and our Compensation Committee held four meetings and ourthree meetings. Our Executive Committee held four meetings.did not meet during 2018. Overall, during

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2015 2018 the rate of attendance by our directors at Board and committee meetings was 98% and eight. In 2018, all but one of our directors attended all of the meetings of the Board and committees of the Board on which they served. Noserved, and no director attended less than 75% of the meetings of the Board and committees of the Board on which theyhe served. We do not require our Board members to attend our Annual Meetingannual meeting of Stockholders;stockholders; however, all of our directors then in office were present at our Annual Meetingannual meeting held in May 2015.2018.

Director Compensation

Company employees who are also members of our Board of Directors do not receive any cash or equity fee or other remuneration for services as directors. In addition, employees of Loews or its subsidiaries who are also directors do not receive any cash fee for services as members of our Board. We currently have seven fournon-employee directors who qualify for cash compensation as directors. In addition to reimbursing all reasonableout-of-pocket expenses that theeach director incurs attending Board meetings, we currently pay each of our eligiblenon-employee directors a cash retainer of $50,000 per year, paid in quarterly installments. In addition, the Chairman of the Audit Committee receives an annual cash retainer of $15,000, the Chairman of the Compensation Committee receives an annual cash retainer of $10,000 and the Lead Director receives an annual cash retainer of $10,000. We also pay each of our qualifiednon-employee directors a cash fee of $1,500 for each Board meeting attended and $1,000 for each meeting of the Audit Committee or Compensation Committee attended.

During 2015,2018, with the exception of Mr. J.S.James S. Tisch, each member of our Board of Directors who is not also employed by our company received an award of 1,000 SARs each quarter in accordance with the terms of our Equity Plan.quarter. In recognition of his additional duties as Chairman of the Board, Mr. J.S. Tisch received an award of 7,500 SARs eachfor the first quarter during 2015 in accordanceof 2018. Commencing with the termsquarterly grant on April 1, 2018, the number of our Equity Plan.SARs received by Mr. Tisch decreased to 1,000 SARs per quarter, consistent with all othernon-employee directors. The SARs awarded tonon-employee directors during 20152018 vested immediately upon grant and have a term of 10 years from the date of grant.

Director Compensation for 20152018

The following table summarizes the compensation earned by ournon-employee directors in 2015:2018:

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As of December 31, 2015,2018, ournon-employee directors held the following outstanding company equity awards:

Code of Ethics and Corporate Governance Guidelines

We have a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. ThisOur code can be found in the Corporate Governance section ofon our website atwww.diamondoffshore.com in the “Investor Relations” section under“Corporate Governance” and is available in print to any stockholder who requests a copy by writing to our Corporate Secretary. We intend to post any changes to or waivers of thisour code for our principal executive officer, principal financial officer and principal accounting officer on our website.

In addition, our Board of Directors has adopted written Corporate Governance Guidelines to assist our directors in fulfilling their responsibilities. The guidelines can be found in the Corporate Governance section ofon our website atwww.diamondoffshore.com in the “Investor Relations” section under “Corporate Governance” and is available in print to any stockholder who requests a copy by writing tofrom our Corporate Secretary.

Loans to Directors and Executive Officers.

We comply and operate in a manner consistent with regulations prohibiting loans to our directors and executive officers.

Reporting of Ethics and Compliance Concerns.

We have a dedicated hotline and website available to all employees to report ethics and compliance concerns, anonymously if preferred, including concerns related to accounting, accounting controls, financial reporting and auditing matters. The hotline and website are administered and monitored by an independent hotline monitoring company. A description of our procedures for confidential anonymous complaints regarding accounting, internal accounting controls and auditing matters can be found in the Corporate Governance section ofon our website atwww.diamondoffshore.com in the “Investor Relations” section under “Corporate Governance—Confidential Reporting” and is available in print to any stockholder who requests a copy from our Corporate Secretary.

Transactions with Related Persons

We have a written policy requiring that any transaction, regardless of the size or amount, involving us or any of our subsidiaries in which any of our directors, director nominees, executive officers, principal stockholders or any of their immediate family members has had or will have a direct or indirect material interest, be reviewed and approved or ratified by writingour Audit Committee. All such transactions are to be submitted to our Corporate Secretary.

Transactions with Other Related Parties. From time to time, we hire marine vessels and helicopter transportation services at prevailing market rates from subsidiaries of SEACOR Holdings Inc. and from SEACOR Marine Holdings Inc. and Era Group Inc. Mr. Fabrikant, who is a member of our Board of Directors, is the Executive Chairman of the Board and CEO of SEACOR Holdings Inc. and theNon-Executive Chairman of the Board of each of SEACOR Marine Holdings Inc. and Era Group Inc. and is the beneficial owner of more than 5% of a class of outstanding voting securities of each company. During 2018, we collectively paid approximately $400,000 for the hire of such vessels and such services. On January 31, 2019, Mr. Fabrikant informed us of his intention to resign from our Board effective at the Annual Meeting.

AUDIT COMMITTEE REPORT

As discussed above under the heading“Committees of the Board of Directors—Committees—Audit Committee,”,” the a primary role of the Board’s Audit Committee is to oversee the company’s financial reporting process and manage its relationship with the independent auditors.auditor. In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the company’s audited financial statements for the year ended December 31, 20152018 with the company’s management and independent auditors.auditor. The Audit Committee has also discussed with the company’s independent auditorsauditor the matters required to be discussed by Auditing Standard No. 16,1301,Communications with Audit Committees, as adopted and amended by the Public Company Accounting Oversight Board. In addition, the Audit Committee has discussed with the independent auditors theirauditor its independence in relation to the company and its management, including the matters in the written disclosures provided to the Audit Committee as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’auditor’s communications with the Audit Committee concerning independence, and has determined that the provision ofnon-audit services provided by the auditorsauditor is compatible with maintaining the auditors’auditor’s independence.

The members of the Audit Committee rely without independent verification on the information provided to them by management and the independent auditorsauditor and on management’s representation that the company’s financial statements have been prepared with integrity and objectivity. The Audit Committee does not provide any expert or special assurance as to the company’s financial statements or any professional certification as to the independent auditors’auditor’s work. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has applied appropriate accounting and financial reporting principles or internal controls and procedures, that the audit of the company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the company’s financial statements are presented in accordance with generally accepted accounting principles, or that the company’s auditors areauditor is in fact “independent.”

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the company’s Annual Report on Form10-K for the fiscal year ended December 31, 2015,2018, which has been filed with the Commission.SEC.

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COMPENSATION DISCUSSION AND ANALYSIS

Introductory note: The following discussion of executive compensation contains descriptions of various employee benefit plans and employment-related agreements. These descriptions are qualified in their entirety by reference to the full text or detailed descriptions of the plans and agreements, which are filed or incorporated by reference as exhibits to our Annual Report onForm 10-K for the year ended December 31, 2015.2018.

This Compensation Discussion and Analysis describes our executive compensation program for 2015.2018. In particular, it explains how our Compensation Committee made its compensation decisions for 20152018 for our executive officers identified in the following table, consisting of our CEO, Chief Financial Officer (which we refer to as CFO) and three other most highly compensated executive officers and how the compensation paid for 2015 fits within our Compensation Committee’s guiding principles with respect to compensationas of our executive officers.December 31, 2018. We refer to thisthe below group of executive officers collectively as our named“named executive officers.”

Executive Summary

General. With theone exception of the form of equity awards made to employees,described below, the objectives and major components of our executive compensation program did not materially change from 20142017 to 2015.2018. While we regularly review and refine our compensation program, we believe consistency in our compensation program and philosophy is important to effectively motivate and rewardtop-level management performance and for the creation of stockholder value. We continue to provide our named executive officers with total annual compensation that includes three principal elements: base salary, performance-based annual incentive cash compensation and long-term equity-based incentive awards. In addition, in 2018 we awarded long-term cash incentive awards to our named executive officers. Major elements of our compensation program continue to be performance-based, and a significant portion of each executive’s total annual compensation is at risk and dependent upon our company’s achievement of specific, measurable performance goals. Our performance-based pay is designed to align our executive officers’ interests with those of our stockholders and to promote the creation of stockholder value, without encouraging excessive risk-taking.

Base salaries for our named executive officers did not increase in 2015, and, with one exception, we do not plan to increase base salaries for our named executive officers for 2016. We usually undergo a base salary review process each year and adjust base salaries to reflect market or other merit-based increases. For 2015, however, prevailing negative market conditions caused us to take a different approach. Commencing in the summer of 2014 and continuing throughout 2015 and into 2016, crude oil prices declined significantly and oil markets were volatile and unpredictable. The depressed fundamentals in the oil and gas industry caused most independent and national oil companies and exploration and production companies to significantly reduce their capital spending plans, which in turn negatively impacted our business. As a result of the depressed market conditions, we undertook numerous cost-cutting measures, including substantial reductions-in-force as well as freezes on new hiring and general salary increases.

Payments underAt our annual bonus incentive plan for 2015 reflected our company’s performance and levelmeeting of achievement of our 2015 plan performance goals. As discussed furtherstockholders held in this proxy statement under the heading “Cash Bonus Incentive Compensation Awards,” our 2015 Earnings Before Interest, Taxes, Depreciation and Amortization (which we refer to as EBITDA) exceeded the target EBITDA established at the beginning of 2015 for our 2015 bonus incentive plan, despite the negative impact on our business from the steep decline in oil prices and the resulting dramatic reduction in capital spending by our oil and gas customers. As a result,

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incentive awards paid to our named executive officers for 2015 were generally comparable to 2014 and other recent years where we exceeded the applicable incentive plan target financial performance criteria.

In recent years prior to 2015, our named executive officers generally received annual awards of time-vesting SARs. SARs represent the right to receive stock or cash, or a combination of stock and cash, equal in value to the difference between the exercise price of the SAR and the market price of the corresponding amount of common stock on the exercise date. Our CEO was awarded performance-vesting restricted stock units (RSUs) upon commencement of his employment in March 2014, and did not receive SARs. Commencing in 2015, our Compensation Committee decided to change the form of our annual equity award to named executive officers to RSUs instead of SARs. The principal reason for the change was to more closely align the interests of named executive officers with investors’ long-term interests. The SARs vested 25% each year over a four year period, regardless of company performance. In contrast, performance-vesting RSUs vest only to the extent the company achieves certain levels of financial performance. Because the achievement and value of the performance-vesting RSUs are dependent upon the company’s performance against specified financial goals, the RSUs more closely align executive officers’ interests with achievement of longer-term financial objectives that enhance stockholder value and further strengthen our link between pay and performance. Also, SARs have no realizable value if our stock price has declined and the SARs are “underwater.” The value of an RSU, in contrast, is equal to the market value of one share of our common stock; as a result, RSUs can be effective incentives for our superior performers to remain with the company and continue performing during periods of stock market fluctuations.

On April 1, 2015, most of our named executive officers received an award of RSUs. The RSUs awarded to our CEO in 2015 vest solely upon the level of attainment against a designated three-year financial performance goal. Most of the RSUs awarded to our other named executive officers in 2015 vest upon the level of attainment of the same three-year financial performance goal, and the remainder of the RSUs awarded to our other named executive officers time-vest over a three-year period (half of the time-vesting RSUs vest on the second anniversary of the grant date and half of the time-vesting RSUs vest on the third anniversary of the grant date). All of the RSUs are subject to forfeiture if the applicable vesting conditions are not met. For all performance-vesting RSUs awarded to our named executive officers, the Compensation Committee has the right to exercise negative discretion to reduce the number of the performance RSUs that would otherwise be eligible to vest. The RSU award agreements obligate the named executive officers to comply with certain restrictive covenants, including obligations of confidentiality, a prohibition on solicitation of employees of our company and its subsidiaries, and a prohibition on competition with our company for a period of one year after termination of employment.

Principal Changes in Compensation during 2015. As discussed above, the principal changes to compensation of our named executive officers for 2015 were:

At our Annual Meeting of Stockholders held on May 19, 2015,2018, our stockholders approved all of our director nominees and proposals, including anon-binding advisory(say-on-pay) vote to approve the compensation of our executive officers. In thesay-on-pay vote, over 86%85% of the votes cast on the proposal voted in favor of our compensation practices and policies. After our 2015 Annual Meeting,2018 annual meeting, our Compensation Committee considered thethese results of thesay-on-pay vote. vote in its review of our compensation policies. Our general goal since our 2015 Annual Meeting2018 annual meeting has been to continue to act consistently with the established practices that were overwhelmingly approved by our stockholders and to take appropriate actions to further link pay and performance when advisable. We believe that we have accomplished those goals during 2015.

executive retention plan (which we refer to as the 2017 Retention Plan) upon the recommendation of our Compensation Committee and made retention awards under the 2017 Retention Plan to Messrs. Edwards and Woll. The 2017 Retention Plan provided for us to pay each participating executive a cash retention payment if the executive remained actively employed through January 1, 2018 and another payment if the executive remains actively employed through January 1, 2019. To qualify for a payment, the executive was required to also remain actively employed by us through the payment date, not be on a leave (other than a legally protected leave), not be subject to any performance improvement plan and have complied with all company agreements and policies. The retention payments were paid to Messrs. Edwards and Woll in February 2018 and 2019. As a result of the continuation of the depressed market conditions, in June 2018 we entered into an extended retention arrangement with Mr. Woll to cover 2019 under the same terms as the 2017 Retention Plan. As a result of the 2019 extension, Mr. Woll will be paid $750,000 during the first quarter of 2020 if he remains actively employed through January 1, 2020 and meets the other conditions for the payment.

Payments under our annual say-on-pay vote allowscash incentive awards for 2018 reflected our stockholderscompany’s performance and level of achievement of our 2018 plan performance goals. As discussed further in this proxy statement under the heading“Annual Cash Incentive Awards,” our 2018 adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (which we refer to provide inputas EBITDA) exceeded the target adjusted EBITDA established at the beginning of 2018 for our 2018 annual cash incentive awards, despite the negative impact on our compensation policiesbusiness from the steep decline in oil prices, the continued dramatic reduction in capital spending by our oil and programsgas customers and the oversupply of offshore drilling rigs in the market. As a result, annual cash incentive awards paid to our named executive officers for 2018 were generally comparable to 2017 and other recent years where we exceeded the applicable incentive plan target performance criteria.

When our previous CFO resigned, Scott L. Kornblau, our then-Vice President and Treasurer, was appointed as our acting CFO. In recognition of his increased duties and responsibilities as acting CFO, Mr. Kornblau received supplemental payments of $17,000 for each month that he served in such interim capacity. Mr. Kornblau was appointed Senior Vice President and CFO on a regular basis and because our stockholders voted in a non-binding advisory (say-on-frequency) vote held at our 2011 Annual Meeting in favorJuly 1, 2018.

On April 1, 2018, each of our holdingnamed executive officers received an award of restricted stock units, or RSUs, and long-term cash incentive awards. The RSUs and long-term cash incentive awards granted to our CEO in 2018 vest solely upon the level of attainment against a say-on-pay vote every year, we intenddesignated three-year financial performance goal. Most of the RSUs and long-term cash incentive awards granted to continueour other named executive officers in 2018 vest upon the level of attainment of the same three-year financial performance goal, and the remainder of the RSUs and long-term cash incentive awards granted to hold a say-on-pay vote every year. Presently, under Commission rules, we are not requiredour other named executive officers time-vest (half two years after the grant date and half three years after the grant date). The RSU and long-term cash incentive award agreements for all named executive officers obligate the officer to hold another say-on-frequency vote again until our 2017 annual meetingcomply with certain restrictive covenants, including obligations of stockholders.confidentiality,non-solicitation and noncompetition.

Objectives and Compensation PhilosophyProgram Objectives

Through our executive compensation program, we seek to achieve the following general goals:

We do not rely on formula-driven plans when determining the aggregate amount of compensation for each named executive officer. The primary factor in setting compensation is our evaluation of the individual’s performance in the context of our company’s performance and our past compensation objectives, policies and practices. Our Compensation Committee considers individual performance factors, that includeincluding the Compensation Committee’scommittee’s view of the individual’s performance, of the individual, the responsibilities of the individual’s position and the individual’s contribution to our company and to our financial and operational performance for the most recently completedrecently-completed fiscal year. There is no specific weighting given to each factor, but rather the Compensation Committee considers and balances these factors in its business judgment and discretion.

We also have reviewed and considered compensation levels and practices as shown in the surveys and other materials referred to below. Our Compensation Committee also considers, among other things, (i) the opportunity for compensation for the current year, which includes salary, target cash incentive compensation and the potential value of equity-based grants, (ii) the actual compensation history from previous years, including salary and actual cash incentive compensation earned and (iii) any applicable provisions of the named executive officer’s employment agreement, if any.

Role of Management in Establishing and Awarding Compensation. On an annual basis, Mr. Edwards, with the assistance of our Human Resources department, recommends to the Compensation Committee any proposed annual or long-term cash incentive awards, equity awards and increases in base salary bonus payments and equity awards for our executive officers other than himself.him. No executive officer is involved in determining any element of his or her own salary, bonus payment or equity award.compensation. Mr. Edwards’ recommendations are reviewed with and are acted upon by the Compensation Committee in accordance with its charter. The Compensation Committee does not delegate to management any of its functions in setting executive compensation under its charter, although our management and members of our Board provide recommendations to the committee. The Compensation Committee reviews and approves all grants of RSUs, with the exception that the committee has delegated to Mr. Edwards the authority to approve grants of time-vesting RSUs to non-executive officers under pre-approved terms with a grant-day value of $25,000 or less. We believe that this delegation is beneficial because it enables smaller awards to be made more efficiently, which is particularly important with respect to attracting, hiring and retaining non-executive employees.

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At least once a year, the Compensation Committee reviews the performance and compensation of Mr. Edwards and, following discussions with the Chairman of the Board, considers any necessary adjustments to his compensation level. Where it deems appropriate, the Compensation Committee will also consider market compensation information from independent sources. Mr. Edwards’ annual base salary has not increased since his hire in March 2014.

Internal Pay Equity. Our core compensation philosophy isWe strive to pay our executive officers competitive levels of compensation that best reflect their individual responsibilities and contributions to our company, while providing incentives to achieve our business and financial objectives. While comparisons to compensation levels at other companiesmarket data can be useful in assessing the overall competitiveness of our compensation, program, we believe that our executive compensation program also mustshould be internally consistent and equitable in order for us to achieve our corporate objectives.consistent. Each year, the Compensation Committee reviews the total compensation paid to our CEO and our other executive officers, which allows a comparison for internal pay equity purposes and allows the committee to analyze both the individual elements of compensation (including the compensation mix) as well as the aggregate total amount of compensation.

Market Considerations. When making compensation decisions, we have also looked at the compensation of our executive officers relative to the compensation paid to executives employed by ofcomparably-sized companies in the energy industry engaged in businesses similar to ours (although we do not benchmark our compensation to any particular group of companies). In doing so, we have considered executive compensation surveys and other information related to executive compensation levels and compensation practices as shown in the surveys that we review.practices. We believe, however, that any such comparison should be merely a point of reference for measurement and not the determinative factor for our executives’ compensation. The purpose of the comparison is to inform, but not supplant, the analyses of internal pay equity and the individual performance of the executive officers that we consider when making compensation decisions. Because the comparative compensation information is just one of several analytic tools that we use in setting executive compensation,Accordingly, the Compensation Committee has discretion in determining the nature and extent of its use. Further, given the limitations associated withuse of comparative pay information for setting individualcompensation information.

When reviewing executive compensation, the committee may elect not to use the comparative compensation information at all in the course of making compensation decisions.

When reviewing the compensation of our executive officers, the Compensation Committee may also consider our company’s performance during the person’s tenure and the anticipated level of compensation that would be required to replace the person with someone of comparable experience and skill.

In addition to our periodic compensation review, of compensation, we also regularly monitor market conditions and may adjust compensation levels from time to time as necessary to remain competitive and retain our most valuable employees. When we experience a significant level of competition for retaining current employees or hiring new employees, we may reevaluate our compensation levels within that employee group in order to ensure our competitiveness.

These principles apply to compensation policies for all of our executive officers. We do not follow the principles in a mechanistic fashion; rather, we apply experience and judgment in determining the appropriate mix of compensation for each individual. This judgment also involves periodic review of discernible measures to determine the progress each individual is making toward agreed-upon goals and objectives.

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Elements of Compensation

In 2015,2018, the principal components of compensation for our named executive officers were as follows:were:

The following is a summary of each component of compensation:

Base Salary

EachThe position of each of our salaried employees, including our named executive officers, is assigned a salary grade at the commencement of employment. The salary grade, which is subject to periodic review,reviewed periodically, considers objective criteria relevant to the position, such as the position’s level of financial and operational responsibility and supervisory duties, as well as the education and skills required to perform the functions of the position. Each salary grade has a designated salary range. Within each grade, salaries are determined within the applicable salary range based primarily on subjective factors such as the employee’s contribution to our company and individual performance. No fixed, relative weights are assigned to these subjective factors. On occasion, an employee’s compensation may be fixed at a level above the maximum level for the employee’s salary grade in response to a subjective determination that the employee’s compensation, if set at the maximum level for his or her grade, would be below the level merited by the employee’s contributions to our company.

The Compensation Committee recognizes that Mr. Edwards’ compensation as CEO should reflect his greater policy- and decision-making authority and his higher level of responsibility with respect to our strategic direction and our financial and operating results. At December 31, 2015,January 1, 2019, our CEO’s annual base salary was 111%approximately 94% higher than the annual base salary for the next highest-paid named executive officer and 133%approximately 130% higher than the average annual base salary for all of our other named executive officers.

In typical years, base salaries are reviewed at least annually and may also be adjusted from time to time to realign salaries with external market levels after taking into account individual responsibilities, and changes in responsibilities, performance and contribution to our company, experience, impact on total compensation, relationship of compensation to other company employeesinternal pay equity and changes in external market levels. Although in recent years, proposed salary increases for executive officers have tended to be reviewed in October and implemented in January, salary increases for executive officers do not follow a preset schedule or formula but may take into account changes in the market and individual circumstances.

Commencing in the summer ofbudgetary issues. Since 2014, and continuing throughout 2015 and into 2016,however, crude oil prices declined significantly and oil markets werehave been volatile and unpredictable. The depressed fundamentals in the oil and gas industry caused most independent and national oil companies and exploration and production companies to significantly reduce their capital spending plans, which in turn negatively impacted our business. As a result of the depressed market, conditions, we undertook numerous cost-cutting measures, including significant reductions-in-force as well as and freezes on general salary increases and new hiring and broad salary increases.hiring. Consistent with those

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measures, with the exception of increases resulting from promotions, base salaries for our named executive officers remained the same in 2015 as in 2014,were not increased during 2018, and with one exception, we do not plan to increase executive base salaries for 2016. Effective2019.

When our previous CFO resigned, Scott L. Kornblau, our then-Vice President and Treasurer, was appointed as our acting CFO. In recognition of his increased duties and responsibilities as acting CFO, Mr. Kornblau received supplemental payments of $17,000 for each month that he served in such interim capacity. Mr. Kornblau was appointed Senior Vice President and CFO on July 1, 2018, and the Compensation Committee approved an increase in Mr. Kornblau’s annual base salary from $222,784 to $410,000, to reflect the promotion.

On January 1, 2016,2019, Ronald Woll was promoted from Senior Vice President and Chief Commercial Officer to Executive Vice President and Chief Commercial Officer, and the Compensation Committee approved a corresponding increase in annual base salary for Mr. Woll was increased from $395,850$435,435 to $435,435, in recognition of his increased levels of responsibility within the company.$515,630.

Annual Cash Bonus Incentive Compensation Awards

Our Incentive Compensation Plan is intended to promote the achievement each year of company performance objectives and to recognize the executive officerscertain employees who contributed to the company’s achievements. The plan provides the opportunity to earn cash compensation that isat-risk on an annual basis and is contingent on achievement of high individual performance and an annual written objectivecompany financial performance goal, for the company, in addition to applicable award caps and the exercise of negative discretion by the Compensation Committee, as described below. The Compensation Committee reviews and approves the company’s performance goal

For annual incentive awards under our Incentive Compensation Plan, during the first calendar quarter of each year to ensure that the key elements of the plan continue to meet the objectives described above. The general intent of the plan is to reward executive officers when the company and the executive perform well. As a result, in most years when company financial performance is strong, cash bonus payments on average will tend to be generally higher. Likewise, when our financial performance is low as compared to our internal targets, cash bonus payments will tend to be generally lower.

Performance under our Incentive Compensation Plan is measured with respect to the designated plan fiscal year. The annual performance goal under the plan and the cap on each participant’sparticipating executive’s award are established by the Compensation Committee during the first calendar quarter of the performance year. PaymentsAnnual incentive award payments under the plan are paid in cash in an amount reviewed and approved by the Compensation Committeecommittee and are ordinarily made in the first quarter following the completion of the performance year, after the actual financial results for that year have been determined and the committee has determined whether applicable performance goals have been met.

Our Incentive Compensation Plan specifies an overall general cap that limits the maximum amount payable under the plan to any participant for any performance period to $7.5 million per year. TheHowever, as described below, the Compensation Committee also limits the potential for excessive compensation by settingestablishes a lower separate lower cap on the amount of annual cash incentive award that can be paid to any participantan executive officer in any given year. In addition, the Compensation Committeecommittee retains the authority under our Incentive Compensation Planthe plan to reduce an award,or eliminate these awards, a concept called negative discretion, when the committee deems appropriate. This allows

Under our Incentive Compensation Plan, participants who cease to be employed by us before the committeeend of a performance period due to review and evaluate each participant’sretirement (defined in the plan as termination without cause at age 60 or older), death or disability are eligible to receive an annual cash incentive award that is prorated to the employment termination date but based upon the actual performance in light offor the year-end results, which we believe serves to discourage excessive risk taking.entire performance period.

Historically, the objective financial performance goal under our Incentive Compensation Plan has required attainment of apre-determined level of adjusted EBITDA during the applicable plan year. Under the plan, the Compensation Committeecommittee employs factors that are both quantitative (our attainment(attainment of the financial performance goal) and qualitative (the Compensation Committee’scommittee’s assessment of the individual executive’sindividual’s performance and the committee’s exercise of negative discretion). For 2015,2018, the Compensation Committeecommittee established an annuala performance goal for executive officers under our Incentive Compensation Planthe plan expressed as an amount of target EBITDA for 2015.adjusted EBITDA. The Compensation Committeecommittee selected adjusted EBITDA as the appropriate financial performance measure for the plan2018 because adjusted EBITDA generally tracks our consolidated financial performance. We believe that utilizing an EBITDA performance measure in the planand establishes a clear and consistent link between our executive officer bonuscash incentive compensation and our company’s financial performance.

In addition, the adjusted EBITDA formula includes adjustments to remove the positive or negative impact of unusual orone-time events that tend to obscure the core operational performance of our company. For purposes of determining the 20152018 adjusted EBITDA performance goal under our Incentive Compensation Plan, adjusted EBITDA was defined as an amount equal to consolidated net income (excluding extraordinary gains and extraordinary losses)the cumulative effect

of any change in accounting principle), for 2015,2018, plus or minus, as applicable, the following to the extent deductedexcluded in calculating such consolidated net income:

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in each case excluding (i) the effects during 2015 of (i)any asset impairments recorded during 2018, (ii) irrecoverable debts or bad debt expense and (iii)any gain or loss on the sale of assets.assets during 2018, (iii) any rig margin—defined as rig revenue less controllable expenses—associated with an asset acquired during 2018, (iv) any expenses (other than capital expenditures) incurred in relation to reactivating any rigs that have been warm- or cold-stacked and (v) the negative financial impact on such year of any transaction entered into with any customer that has the effect of reducing the amount of EBITDA during 2018 in exchange for a commensurate material benefit to be received by the company, such as a drilling contract “blend and extend” transaction. In addition, the Compensation Committee reserved the right to make equitable adjustments to the target adjusted EBITDA or the calculation of the target adjusted EBITDA in recognition of unusual ornon-recurring events affecting the company, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles or any other unusual transaction or event occurring after approval of the target adjusted EBITDA.

During the first calendar quarter of 2015,2018, the Compensation Committee approved for our executive officers (including our CEO) a 20152018 target adjusted EBITDA goal under our Incentive Compensation Plan of $680$271 million. The target adjusted EBITDA goal established for 20152018 was lower than the target EBITDA goal applicable to 2014, primarily2017 as a result of the continuing negative impact on our business caused by the steep decline in oil prices duringand customer capital spending and the second halfmarket oversupply of 2014, which at the beginning of 2015 was expected to negatively impact companies in the oil and gas industry throughout 2015 and beyond.offshore drilling rigs. For all participating executive officers other than Mr. Edwards, the maximum amount of each plan performanceannual cash incentive award for 20152018 was determined using the following formula approved by the Compensation Committeecommittee during the first calendar quarter of 2015:2018:

A x D

(B + C)/2

A = Eligible Annual Base Salary for 20152018

B = $680,000,000$271,000,000 (target adjusted EBITDA for 2015)2018)

C = $1,133,125,156$561,000,000 (actual adjusted EBITDA for 2014)2017)

D = Actual Adjusted EBITDA for 20152018

The Compensation Committee also determined thatbut in any event the 2015 Incentive Compensation Plan performance2018 annual cash incentive award for Mr. Edwards cannotcould not exceed $2.5 million, and the performance award for any other executive officer cannot exceed the lesser of $2.5 million and the officer’s eligible annual base salary for 2015.2018.

During the first calendar quarter of 2015, the Compensation Committee approved for Mr. Edwards a 2015 target EBITDA goal under our Incentive Compensation Plan of $680 million, which is the same EBITDA goal established for our other executive officers. Because Mr. Edwards’ employment agreement specifies the calculation of his annual bonus award under our Incentive Compensation Plan and inIn recognition of his leadership role in setting company policy and strategic planning, however,during the first calendar quarter of 2018 the Compensation Committee determined that Mr. Edwards’ bonusannual cash incentive award isfor 2018 would be calculated differently than other executive officers. In accordance with his employment agreement, Mr. Edwards iswas eligible to receive an annual cash incentive award of up to $500,000 upon achievement of 50% of targeted EBITDA,the target goal, up to $1,500,000 upon achievement of targeted EBITDA,the target goal and a maximum of up to $2,500,000 upon achievement of 150% or more of targeted EBITDA.the target goal.

When determining Incentive Compensation Planannual cash incentive awards for our executive officers (including Mr. Edwards), the Compensation Committee has reserved the right to apply, and historically has applied, its discretion to lower the amount of awards to be paid under the plan.paid. In determining whether or not to exercise its negative discretion, the committee has the ability to reassess the individual’s performance during the performance year or to consider any other factors the committee deems relevant. Although the amount of a performance award is a function of the actual adjusted EBITDA achieved for 2015,2018, failure to achieve the adjusted EBITDA target does not necessarily preclude the payment of an award under the plan or otherwise, but rather has the effect generally of reducing the amount that would have been payable if the target had been achieved.

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In February 2016,2019, the Compensation Committee determined that, for purposes of consideration of 2018 annual cash incentive awards, under our Incentive Compensation Plan and under our CEO’s employment agreement, we achieved adjusted EBITDA for 2018 of approximately $1.057 billion of EBITDA in 2015.$334 million. The Committeecommittee then evaluated the individual performance during the year of each participating executive and authorized annual cash incentive compensation awards under ourthe Incentive Compensation Plan and Mr. Edwards’ employment agreement.Plan. In each case, the exercise ofcommittee exercised its business judgment in each case the Compensation Committee exercised itsto apply negative discretion to authorize incentive compensation awards for 2015 in amounts that were significantly less than the maximum amounts available for awards. AwardsAnnual cash incentive awards for 2015 authorized and approved under our Incentive Compensation Plan2018 were paid in February 2016.2019. The“Non-Equity Incentive Plan Compensation”Compensation” column of the20152018 Summary Compensation Table below reflects the annual cash incentive awards that our named executive officers received for 2015 under our Incentive Compensation Plan. None of our named executive officers received discretionary cash bonus payments during 2015.2018.

In addition to overall company performance, when considering the 2015 Incentive Compensation Plan2018 annual cash incentive awards paid to our named executive officers under our Incentive Compensation Plan, the Compensation Committee also considered the individual performance and accomplishments of each officer. For example, when considering the bonus award paid to Mr. Edwards, among the factors the committee took into consideration was Mr. Edwards’ effective leadership in achieving positive financial results in an extremelya challenging market and our achievement of several important strategic objectives during the year, such as material cost reductions, increases inincreasing operating efficiency and changes in strategic planssafety and developing innovations to correspond toreduce the changing market.cost of offshore drilling projects. When considering the bonus award paid to Mr. Dew,Woll, among the factors that the committee considered the exceptional operationalwere his leadership in progressing corporate development strategies and safety performance of the fleet during 2015, especially with regard to reducing fleet downtime.his successful efforts in pursuing new rig contract opportunities. When considering the bonus award paid to Mr. Krenek, among the factorsKornblau, the committee considered were the company-wide cost savings initiatives implemented during 2015 and his leadership and efforts in managing to achieveand improving our strong financial condition.liquidity position. When considering the bonus award paid to Mr. Roland, the committee considered his contributions and leadership in managing risk and minimizing legal costs during the year and the contributions of the legal department toward achieving several strategic objectivespositive litigation results during the year. When considering the bonus award paid to Mr. Woll, among the factorsRoth, the committee considered were his critical involvement in leading several strategic initiatives, his overall leadership in formulating corporate development strategiesimproving operating fleet efficiency and efforts and his successful efforts in managing important customer relationships.

If any participantExecutive Retention Payments. The Board recognizes that it is critical to retain key company leaders who are instrumental to achieving our business and strategic plans, particularly in a depressed offshore drilling market. Consequently, in January 2017, the Board adopted the 2017 Retention Plan upon the recommendation of the Compensation Committee and made retention awards under our Incentive Compensationthe plan to Messrs. Edwards and Woll. In accordance with the 2017 Retention Plan, ceasesin February 2018 we paid Messrs. Edwards and Woll a lump sum retention payment in cash, and in February 2019 we paid each of them a second lump sum retention payment in cash. To qualify for the payments, the executives were required to beremain actively employed by us beforethrough the end ofrespective payment date, not be on a performance periodleave (other than due to retirement or disability, in each case as defined in the plan, or death)a legally protected leave), the participant will not be eligiblesubject to receive a bonus award for thatany performance period unless payment is requiredimprovement plan and have complied with all company agreements and policies. The amounts received by the executives were:

As a result of the continuation of the depressed market, in June 2018 we entered into an extended retention arrangement with Mr. Woll to cover 2019 under the same general terms of an applicable employment agreement oras the Compensation Committee otherwise determines that we should pay the award. Unless otherwise required by an agreement, participants who cease to be employed by us before the end of a performance period due to retirement, death or disability are eligible to receive an award prorated2017 Retention Plan. Pursuant to the date2019 extended arrangement, Mr. Woll will be paid $750,000 in a lump sum in cash during the first quarter of cessation of employment.2020 if he remains actively employed through January 1, 2020 and meets the other conditions for the payment.

Long-Term Stock-Based and Cash-Incentive Awards

We have structured our long-term incentive compensation to provide forachieve an appropriate balance between rewarding performance and encouraging employee retention and stock ownership. Stock-based awards and long-term cash incentive awards to the named executive officers are designed to reward them for taking actions that benefit the long-term performance of our company and enhance stockholder value. Because the awards will be forfeited in most circumstances if an executive voluntarily leaves our company before the awards vest, these awards are also designed to promote the retention of the services of our executive officers during the vesting period. As a result, these awards recognize performance over a longer term and encourage executive officers to continue their employment with us andus. In addition, the stock-based awards directly link the ultimate value of the awards to the price of our common stock. All of these elements further serve to align the executive’sexecutives’ interest with those of our stockholders. The Compensation Committee reviews our long-term incentive program each year to ensure that the key elements of this program continue to meet the objectives described above.

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There is nopre-established policy or target for the allocation between either cash ornon-cash or short-term and long-term incentive compensation; however, at executive management levels, the Compensation Committee strivesintends for a significant portion of compensation to increasingly focus onbe performance-based and linked to longer-term incentives. In conjunction with the Board, executive management is responsible for setting and achieving long-term strategic goals. In support of this responsibility, compensation for executive management, and most particularly our CEO, tends to be weighted towards rewarding long-term value creation for stockholders.

The below table illustrates the mix of compensation received by Mr. Edwards and our other named executive officers during 2015:

As demonstrated by the above table, more than 50% of Mr. Edwards’ above compensation for 2015 was in the form of stock-based awards, and over 80% was performance-based and “at risk.” Likewise, on average more than 50% of the above compensation received by our other named executive officers for 2015 was comprised of stock-based awards and performance-based incentive awards.

Approval and Granting Process. The Compensation Committee is authorized to administer our Equity Plan with respect to our named executive officers and all other eligible employees, including the authority to designate participants and allocate awards under the plan. As a result, the Compensation Committee reviews and approves all RSU or other equityand long-term cash incentive awards made to executive officers, regardless of amount. With the exception of certain types of awards approved by Mr. Edwards as described below, either the Compensation Committee or the Executive Committee reviews and approves all grants of RSUs awarded to employees other than executive officers, generally accompanied by the recommendation of Mr. Edwards. In accordance with our Equity Plan, the Compensation Committee has granted to Mr. Edwards the authority to approve and grant to any employee, other than an executive officer, time-vesting RSUs with a grant date value of $25,000 or less, under terms that have been approved by the committee. Mr. Edwards is also required to provide a report to the Compensation Committee of all awards of RSUs made by him under this delegated authority. We believe that this policydelegation is beneficial because it enables smaller grants of equity awards to be made more efficiently, which is particularly important with respect to attracting, hiring and retainingnon-executive employees.

We intend to grant awards of RSUs to employees on one of four designated quarterly grant dates during the year: January 1, April 1, July 1 or October 1. The Compensation Committee approved these four dates because they are not close to any dates on which earnings announcements or other regularly scheduled announcements of material events would normally be made by us. For an award to a current employee, the target grant date for the award would generally be the first designated quarterly grant date that occurs after approval of the award. For an award to a newly-hired employee who is not yet employed by us at the time the award is approved, the target grant date for the award would generally be the first designated quarterly grant date that occurs after the new employee commences work. We believe that using targeted quarterly grant

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dates is beneficial because it serves to remove any perception that the grant date for an award could be capable of manipulation or change for the benefit of the recipient. In addition, having all grants occur on a maximum of four days during the year simplifies both the planning process and certain fair value accounting calculations related to the grants, thereby limiting the administrative burden associated with tracking and calculating the fair values, vesting schedules and tax-related events upon vesting of RSUs.

With the exception of significant promotions, new hires or unusual circumstances, we intend forto make most awards of RSUs and other long-term awards to employees to be made on April 1 of each year. This date was selected because (i) it enables usyear to considerenable consideration of individual and company performance from the previous year, (ii) the date is close in proximity to the date that we would normally pay annual incentive bonuses and (iii) April 1 is not close to any dates on which an earnings announcement or other regularly scheduled announcement of a material event would normally be made by us.year.

Awards of SARs Prior to 2015. In recent years prior to 2015, we awarded SARs to our named executive officers. The past awards of SARs have generally vested over a period of four years and had a term of 10 years.

Our Equity Plan requires an anti-dilution adjustment upon the occurrence of certain corporate transactions including, among others, an extraordinary cash dividend. As a result, following our declaration of each special cash dividend, our Compensation Committee approved a payment of cash in the amount of the special cash dividend for each outstanding and unexercised SAR as an anti-dilution adjustment to all executive officers who held SARs that were outstanding as of the record date for such dividend. On the payment date for such special cash dividend, we would pay the executive officer the anti-dilution adjustment payment with respect to SARs that were held and vested on the record date for the dividend. With respect to SARs that were outstanding but not yet vested as of the record date for such special cash dividend, we accrued the anti-dilution adjustment payment amount with respect to such SARs and then pay the executive officer the amount after the applicable SARs vest.

Award of RSUs and Long-Term Performance Cash Incentives to New CEO in 20142018. Upon commencementIn April 2018, Mr. Edwards was awarded a target number of his employment115,207 performance-vesting RSUs, which was determined based on a target grant date value of $1,750,000, as determined by the Compensation Committee, and the volume-weighted average price per share of our CEO in March 2014,common stock on the NYSE for the 10 consecutive trading days immediately preceding the date of grant, which we awarded performance-based RSUsrefer to Mr. Edwards.as VWAP. RSUs are contractual rights to receive shares of our common stock in the future if the applicable vesting conditions are met. EachRSUs were deemed by the committee to be advantageous because they align the interests of named executive officers with achievement of longer-term financial objectives that enhance stockholder value and further strengthen our link between pay and performance. The value of an RSU represents a contingent rightis equal to receivethe market value of one share of our common stock. Unlike SARs, RSU awards have economic value when they vest even ifstock; as a result, RSUs can be effective incentives for our commonsuperior performers to remain with the company and continue performing during periods of stock price declines or stays flat, thus delivering more predictable value to our executive officers and providing us with retention benefits over the vesting term of the awards. In addition, because of their “full value” nature, RSU awards provide the opportunity to deliver the desired grant date fair value using a lesser number of shares than might otherwise be used to achieve the same value in SARs, enabling us to use our equity compensation resources more efficiently and manage the overall number of shares granted and possible resulting dilution.market fluctuations. The vesting of RSU awards can be dependent on a number of factors, including continued employment over a specified period and/or the attainment of specified performance targets over a specified period, which we believe will further incentivizeincentivizes our executive officers and alignaligns their interests more closely with those of our stockholders. For a further discussion of the reasons we changed from SARs to RSUs, see “Executive Summary” above.

Vesting conditions for the RSUs awarded to Mr. Edwards were determined by our Compensation Committee. The RSUs awarded to Mr. Edwards in 2014 were subject to (i) a one-year EBITDA-based performance requirement and (ii) time-vesting requirements over a period of2018 cliff vest in three years. The target number of RSUs granted were 52,581, which was determined based on a target grant date value of $3,000,000 in accordance with the requirements of his employment agreement, prorated for the portion of 2014 during which Mr. Edwards was employed by us.

Award of RSUs to CEO in 2015. In April 2015, Mr. Edwards was awarded a target number of 110,791 RSUs, which was determined based on a target grant date value of $3,000,000 in accordance with his employment agreement. The RSUs will cliff vestyears subject to our level of achievement towardsof a specified target of average

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ratio of Adjusted EBITDA to Adjusted Net PP&E (as such terms are defined below) for each of 2015, 20162018, 2019 and 2017,2020, as set forth in

the table below and subject to the negative discretion of the Compensation Committee to reduce or eliminate the number of the RSUs that would otherwise be eligible to vest:

In April 2018, Mr. Edwards also received a performance-vesting long-term cash incentive award with a target value of $1,750,000. The award cliff vests in three years subject to our level of achievement of the same target of average ratio of Adjusted EBITDA to Adjusted Net PP&E (as such terms are defined below) for each of 2018, 2019 and 2020, as set forth in the table below and subject to the negative discretion of the Compensation Committee to reduce or eliminate the amount that would otherwise be eligible to vest:

In the event of performance falling between the levels stated above, linear interpolation will be applied to determine the numberamount of RSUs vesting.the award eligible to vest.

For purposes of the RSUs awardedperformance-vesting RSU awards and performance-vesting long-term cash incentive awards granted in 2015,2018, “Adjusted EBITDA” means, for any calendar year, an amount equal to consolidated net income (excluding the cumulative effect of any change in accounting principle) for such year plus or minus, as applicable, the following to the extent deductedexcluded in calculating such consolidated net income: (a) plus an amount equal to interest expense for such year, (b) plus or minus the provision for accrued tax expense or benefit accrued for such year, (c) plus the amount of depreciation and amortization expense for such year, (d) minus, without duplication, interest income for such year, (e) plus or minus, without duplication, the amount ofnon-operating expenses or income for such year, and (f) excluding (i) the effects of any asset impairments recorded during such year, (ii) any gain or loss on the sale of assets during such year, and (iii) any rig margin—defined as rig revenue less controllable expenses—associated with an asset acquired during the performance period.period, (iv) any expenses (other than capital expenditures) incurred in relation to reactivating any rigs that have been warm- or cold-stacked and (v) the negative financial impact on such year of any transaction entered into with any customer that has the effect of reducing the amount of EBITDA during such year in exchange for a commensurate material benefit to be received by the company, such as a drilling contract “blend and extend” transaction.

For purposes of the RSUs awardedperformance-vesting RSU awards and performance-vesting long-term cash incentive awards granted in 2015,2018, “Adjusted Net PP&E” means, at any date of determination, on a consolidated basis, an amount equal to the net book value of all property, plant and equipment (including, without limitation, land, mineral rights, buildings, structures, machinery and equipment), plus an amount equal to the net book value of all property, plant and equipment (including, without limitation, land, mineral rights, buildings, structures, machinery and equipment) classified on our balance sheet as held for sale, in each case excluding, over the elapsed portion of the performance period to the date of such determination, (i) the effects of any impairment of assets and (ii) the net book value added to or removed from net property, plant and equipment or assets held for sale as a result of any asset acquired or sold during such period.

As an additional condition to the vesting of RSUs awardedand long-term cash incentive awards granted to him in 2015,2018, Mr. Edwards is required to remain our employee through the vesting date, except as follows:

Under Mr. Edwards’ RSU award agreement and long-term cash incentive award agreement, “Cause” means any of the following events: (i) conviction for committing a felony; (ii) dishonesty in the course of fulfilling employment duties; (iii) willful and deliberate failure to perform employment duties in any material respect; or (iv) such other events as shall be determined in good faith by the Board.

Under Mr. Edwards’ RSU award agreement and long-term cash incentive award agreement, “Good Reason” means any of the following events: (i) the assignment of duties that are materially inconsistent with his position (including his status, offices, titles and reporting relationships), authority, duties or responsibilities; (ii) actions by us that have resulted in a substantial diminution in his position, authority, duties or responsibilities; (iii) a substantial breach by us of any material obligation to him as our employee; (iv) any failure to maintain him as President and Chief Executive Officer prior to the vesting date; (v) any reduction in base salary or target annual bonus opportunity prior to the vesting date; (vi) any failure by us to nominate him as a director at each election prior to the vesting date; or (vii) any failure by us to obtain the assumption in writing of our obligation to perform the award agreement by any successor to all or substantially all of our business or assets after a merger, consolidation, sale or similar transaction.

The RSUs do not have voting rights. We reserve the right to settle any vested RSU by cash payment in lieu of stock. In accordance with his employment agreement and his RSU award agreement, upon our payment of any cash or stock dividend in respect of our common stock prior to vesting of an RSU award, Mr. Edwards will be credited with a number of additional RSUs based upon the amount of the dividend that would be payable with respect to shares underlying the RSUs outstanding on the record date for such dividend (based on the target number of RSUs), subject to the same vesting schedule and conditions as the original RSUs to which they are attributable.

target grant date value for performance-vesting RSUs and a designated grant date value for time-vesting RSUs, as set forth below:

In approvingThe target value of performance-vesting long-term cash incentive awards and the target grant date values forvalue of time-vesting long-term cash incentive awards granted to each of the abovethese officers the Compensation Committee was assisted by recommendations from Mr. Edwards. In considering the relative target grant date values for Mr. Dew, the committee also considered that Mr. Dew is party to a legacy employment agreement with our company that entitles Mr. Dew to certain additional rights and benefits not offered to Mr. Roland or Mr. Woll.in April 2018 were as follows:

The target value of the performance-vesting long-term cash incentive award and the value of the time-vesting long-term cash incentive award granted to Mr. Kornblau in July 2018 were as follows:

We maintain a defined contribution plan (which we refer to as our Retirement Plan) designed to qualify under Section 401(k) of the Internal Revenue Code of 1986, as amended (which, together with the regulations promulgated thereunder, we refer to as the Code). Pursuant to our Retirement Plan, in 20152018 we matched 100% of the first 6%5% of each participant’s compensation contributed and, until May 2015, we contributed 4% of the participant’s defined compensation. We discontinued the 4% contribution as part of our cost-reduction measures implemented in 2015.contributed. In addition, under our Amended and Restated Supplemental Executive Retirement Plan (which we refer to as our SERP), we contribute to participants any portion of the applicable percentage of the base salary contribution and the matching contribution that cannot be contributed under the Retirement Plan because of the limitations within the Code. Participants in this plan are a select group of our management or highly compensated employees, including the named executive officers, and are fully vested in all amounts paid into the plan. We also make contributions for group term life insurance, spouse/dependent life insurance, and long-term disability insurance for our employees, including our named executive officers, as indicated in the2015 Summary Compensation Table below.

Indemnification of Directors and Executive Officers

Our Bylaws provide certain rights of indemnification to our directors and employees (including our executive officers) in connection with legal actions brought against them by reason of the fact that they are or were a director, officer, employee or agent of our company, to the fullest extent permitted by law. As discussed below, we have also entered into an employment agreement with Mr. Edwards that requires us to indemnify him to the fullest extent permitted by our Certificate of Incorporation and Bylaws. The agreement also requires us to provide Mr. Edwards with coverage under our directors’ and officers’ liability insurance policies.

Risk Management Considerations

We believe that our bonus and equity programs create incentives for employees to create long-term stockholder value. Our Compensation Committee has considered the concept of risk as it relates to the company’s compensation program and has concluded that the company’s compensation program does not encourage excessive or inappropriate risk-taking. Several elements of our 2018 compensation program are designed to promote the creation of long-term value and thereby discourage behavior that leads to excessive risk:

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Employment Agreements

In past recent years, weWe do not have not entered into employment agreements with employees other than our CEO. We have generally entered into employment agreements with executives only when the Compensation Committee determines that an employment agreement is in the company’s best interest to obtain a measure of assurance as to the executive’s continued employment in light of prevailing market competition for the executive’s position, or where the committee determines that an employment agreement is necessary and appropriate to attract an executive in light of market conditions, the prior experience of the executive or practices at our company with respect to other similarly situated employees.

The following discussion describes the material termsany of our existing executive employment agreements with our current named executive officers:

Marc Edwards

officers. In connection with his hire as our CEO, in February 2014 we entered into an employment agreement with Mr. Edwards whichthat commenced onin March 3, 2014 and continuescontinued until December 31, 2016, and afterwards may be renewed by mutual agreement. The agreement specifies an annual base salary of $1 million. Mr. Edwards is also entitled to receive an annual incentive cash award with a target amount of $1,500,000, subject to the attainment of certain performance goals and subject further to the negative discretion of our Compensation Committee. In addition,when the agreement provides that each calendar yearexpired by its terms. Mr. Edwards will be granted RSUs with a target grant date value ofEdwards’ agreement was not less than $3,000,000, subject to the achievement of applicable performance goals, periodic vesting requirements, the negative discretion of the Compensation Committeeextended or renewed after it expired, and continued employment (except as noted below).

Under the agreement, Mr. Edwardshe is entitled to certain severance payments ifcontinuing his employment is terminated under specified circumstances. Specifically, if Mr. Edwards’ employment is terminated as a result of his death or disability, in addition to the benefits executive employees receive generally (including unpaid base

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salary through the termination date, unpaid annual bonus for a completed performance year and unpaid amounts under applicable plans, policies and programs), Mr. Edwards would be entitled to:

We may at any time terminate our CEO without an employment agreement with Mr. Edwards for “Cause” if Mr. Edwards (i) is convicted of, or pleads guilty or nolo contendere to, a felony; or (ii) engages in conduct that constitutes either (x) a material and willful breach of the agreement, (y) willful, or reckless, material misconduct in the performance of his duties under the agreement or (z) willful, habitual neglect of his material duties under the agreement; provided, however, that for purposes of clauses (ii)(y) and (ii)(z) above, Cause shall not include any act or omission believed by Mr. Edwards in good faith to have been in or not opposed to the interest of the company (without any intent by him to gain, directly or indirectly, a profit to which he is not legally entitled). Mr. Edwards may terminate his employment agreement for “Good Reason” upon the occurrence of any of the following events, without Mr. Edwards’ prior written consent and without cure by our company: (i) the assignment to Mr. Edwards of duties that are materially inconsistent with his position (including his status, offices, titles and reporting relationships), authority, duties or responsibilities; (ii) actions by the company that have resulted in a substantial diminution in his position, authority, duties or responsibilities; (iii) a substantial breach by the company of any material obligation to Mr. Edwards under the agreement; (iv) any failure to elect or appoint him as President and CEO or to maintain him in such position throughout the term of the agreement; (v) any reduction in base salary or target annual bonus opportunity from the amounts set forth in the agreement; (vi) any failure by the company to nominate him as a director at each election in which his Board seat is up for election or reelection as applicable; or (vii) any failure of the company to obtain the assumption in writing of its obligation to perform the agreement by any successor to all or substantially all of the business or assets of the company after a merger, consolidation, sale or similar transaction.effect.

If we terminate Mr. Edwards without Cause, or if he terminates his employment for Good Reason, in addition to such benefits executive employees receive generally, Mr. Edwards would be entitled to:

As a condition to receiving these severance payments and benefits, Mr. Edwards must enter into a release of claims as provided in his employment agreement. In his agreement, Mr. Edwards agrees not to compete

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against us for a period of one year after his employment ends and agrees not to solicit for employment any of our employees for a period of two years after his employment ends. The agreement also contains provisions relating to protection of our confidential information and intellectual property. Mr. Edwards’ employment agreement contains no provision for an additional payment upon a change in control.

For further discussion of the provisions of Mr. Edwards’ employment agreement regarding compensation to him in the event of his termination by us without Cause or by him for Good Reason, see “—Potential Payments Upon Termination or Change in Control” below.

Lyndol L. Dew and Gary T. Krenek

We have also entered into employment agreements with each of Mr. Dew and Mr. Krenek. Each such agreement was entered into in 2006 for an initial term of three years and provides for automatic extensions for successive one-year periods thereafter. Under his respective employment agreement, each such named executive officer is also entitled to certain severance payments if his employment is terminated under specified circumstances.

We may at any time terminate either employment agreement for “Cause” if the executive: (i) engages in conduct that constitutes a breach of his fiduciary duty to our company or our stockholders; (ii) in carrying out his duties engages in conduct that constitutes acts of fraud; (iii) in carrying out his duties engages in conduct that constitutes gross neglect; (iv) in carrying out his duties engages in conduct that constitutes gross misconduct resulting, in any case, in economic harm to our company; or (v) is convicted of a felony. Either executive may terminate his employment agreement for “Good Reason” upon the occurrence of any of the following events: (a) without executive’s consent, a substantial and material diminishment of his duties, responsibilities and status with our company; (b) a reduction in base salary or job title; and (c) the executive being required to relocate anywhere other than Houston, Texas, except in the event the office is moved no more than 50 miles from its present location, or, in the event the executive consents to the relocation, or the failure by the company to pay or reimburse the executive for moving expenses incurred by the executive relating to such relocation and to indemnify the executive against any loss realized in the sale of the executive’s principal residence in connection with the relocation.

If we terminate the executive without Cause, or as a result of his death or disability, or if the executive terminates the agreement for Good Reason, in addition to the benefits executive employees receive generally (including all accrued but unpaid base salary, accrued and unpaid expense reimbursements and other cash entitlements and, except as otherwise previously requested by the executive, the amount of any accrued and unpaid compensation, as well as unpaid amounts under applicable plans, policies and programs), the executive is generally entitled to continuation of his base salary for the remaining term of the employment agreement or 24 months, whichever is greater; continuation of insurance benefits (medical, dental, life and disability) for the executive and his family for the remaining term of the agreement or two years, whichever is greater, or until he becomes eligible for comparable coverage by a subsequent employer; any unexercised and/or unvested stock option grant or equivalent (SARs paid in stock) held by the executive upon termination of employment will be fully vested on the date of termination and be eligible for exercise as provided for in the applicable plan; and customary outplacement services commensurate with the executive’s position, not to exceed 12 months or $25,000.

As a condition to receiving severance payments and benefits, Mr. Dew and Mr. Krenek must enter into a release of claims as provided in the employment agreement. In these agreements, the executives agree not to solicit for employment any of our employees for a period of two years after employment ends. The agreements also contain provisions relating to protection of our confidential information and intellectual property. These employment agreements contain no provision for payment upon a change in control, nor do they require us to provide any tax-gross-up benefits.

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For further discussion of the provisions of Mr. Dew’s and Mr. Krenek’s employment agreements regarding compensation to them in the event of termination by us without Cause or by them for Good Reason, see “—Potential Payments Upon Termination or Change in Control” below. In February 2016, Mr. Krenek announced his intention to retire from our company, effective on May 3, 2016.

Deductibility of Compensation for Tax Purposes

U.S. tax rules generally limit the deductibility of compensation paid to our named executive officers to $1 million per person per year unless such compensation is “performance-based.” In general, we intend to structure our incentive compensation arrangements in a manner that complies with these tax rules and maximizes the deductibility of the compensation we pay. Accordingly, we have designed compensation in the form of performance awards made under our Equity Plan and awards made under our Incentive Compensation Plan to be “performance-based” under the applicable provisions of the Code. Likewise, the impact of Section 409A of the Code is taken into account, and our executive compensation plans and programs are, in general, designed to comply with the requirements of that section so as to avoid possible adverse tax consequences that may result from non-compliance.

Separation Arrangement with Mr. Krenek

In February 2016, Mr. Krenek announced his intention to retire from our company, effective on May 3, 2016. In connection with his announcement, on February 22, 2016 we entered into a separation agreement with Mr. Krenek regarding his retirement. The agreement provided for, among other things, continuation of his current base salary for 12 months after retirement, acceleration of unvested stock appreciation rights (which will then remain exercisable until the earlier of 90 days following Mr. Krenek’s resignation and the ten-year anniversary of the date of grant), payment of premiums for group medical, dental and vision insurance for two years, payment of a total of $480,000 to Mr. Krenek upon the accomplishment of certain designated actions and achievements prior to his retirement and payment of a prorated bonus for 2016. In the agreement, Mr. Krenek agreed to provide a full release for the benefit of our company, and to abide by covenants of confidentiality, noncompetition and nonsolicitation of our employees. If Mr. Krenek retires as intended, we will also enter into a one-year consulting agreement with him, providing for Mr. Krenek to provide consulting services to us, if and when requested by us, for a daily fee.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management of the company. Based on such review and discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

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EXECUTIVE COMPENSATION

20152018 Summary Compensation Table

The following table summarizes the compensation of our named executive officers for 2015,2018, using the disclosure rules required by the Commission.SEC. Mr. Edwards commenced employment as our President and CEO on March 3, 2014. Mr. RolandRoth was hired as our Senior Vice President—Worldwide Operations on December 1, 2016. When our previous CFO resigned, Mr. Kornblau, our then-Vice President General Counsel and Secretary on September 5, 2014. Mr. WollTreasurer, was hiredappointed as our acting CFO on December 1, 2017, and was promoted to Senior Vice President and Chief CommercialFinancial Officer on June 30, 2014. Mr. Krenek has notified our company of his intention to retire as an officer of the company effective on May 3, 2016.July 1, 2018.

and 2016 represent the grant date fair value of RSUs granted to him pursuant to his employment agreementthe named executive officer on April 1, 2017 and our Equity Plan on March 3, 2014, based on the volume-weighted average price of our common stock on the day preceding the grant. TheApril 1, 2016, respectively, as applicable. In each case, a target number of performance-vesting RSUs was granted was 52,581, which wasto the named executive officer, determined based on a target grant date value and the VWAP. In addition, a number of $3,000,000 in accordance with his employment agreement, prorated for the portion of 2014 during whichtime-vesting RSUs was granted to named executive officers other than Mr. Edwards, was employed by us, divided by $47.52 per share, which wasdetermined based on a grant date value and the volume-weighted average price per shareVWAP.

The number of our common stock onRSUs awarded to each of the NYSE fornamed executive officers in April 2017 is set forth below: