UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

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2019 Proxy Statement

SuperiorApril 26, 2019
ENERGY SERVICES
Proxy Statement 2017
Forged for recovery.
SPN

SUPERIOR ENERGY SERVICES, INC.

NOTICE OF ANNUAL MEETINGDear Stockholders:

OF STOCKHOLDERS

Tuesday, May 23, 2017

9:00 a.m., Central Daylight Time

1001 Louisiana Street

Houston, Texas 77002 USA

The annual meetingOn behalf of stockholdersour Board of Directors (Board) and the senior management team, we want to thank you for your ongoing support of Superior Energy Services, Inc. will be held at 9:00 a.m., Central Daylight Time, on Tuesday, May 23, 2017, at our headquarters located at 1001 Louisiana Street, Houston, Texas, 77002. At the annual meeting, our stockholders will be asked to vote on the following proposals:

1.the election of the eight director nominees named in this proxy statement (Proposal 1);

2.an advisory vote to approve our named executive officers’ 2016 compensation (Proposal 2);

3.an advisory vote on the frequency of future advisory votes on our named executive officers’ compensation (Proposal 3); and

4.  the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2017 (Proposal 4)(Company).

The Board of Directors recommends that you vote “FOR” Proposals 1, 2 and 4, and “Every 1 Year” for Proposal 3. Only holders of record of shares of our common stock as of the close of business on April 3, 2017 are entitled to receive notice of, attend and vote at the meeting.

Your vote is important. Whether or not you plan to attend the meeting, please complete, sign and date the enclosed proxy or voting instruction card and return it promptly in the enclosed envelope, or submit your proxy and/or voting instructions by one of the other methods specified in this proxy statement. If you attend the annual meeting, you may vote your shares of our common stock in person, even if you have sent in your proxy.

By Order of the Board of Directors,

William B. Masters

Executive Vice President, General Counsel and Secretary

Houston, Texas

April 12, 2017

This summary highlights selected information contained in this proxy statement. This summary provides only a brief outline of the contents of this proxy statement and does not provide a full and complete discussion of the information you should consider. Before voting on the proposals to be presented at the annual meeting of stockholders, please review the entire proxy statement carefully. For more complete information regarding our 2016 performance, please review our 2016 Annual Report on Form10-K.

The 2016 Annual Report to stockholders, including financial statements, is being mailed to stockholders together with the proxy statement and form of proxy on or about April 12, 2017.

2016 PERFORMANCE HIGHLIGHTS

Managing the Downturn

Superior Energy Services, Inc. (“Superior”) is a globally diversified oilfield services provider, with product and service lines deployed across the U.S. land, Gulf of Mexico and over 20 international markets. Responding to depressed commodity prices, our exploration and production customers have continued to cut spending and reduce capital expenditures since the fourth quarter of 2014, resulting in significant activity reductions, lower rig counts and pricing pressure on service providers. The two years that followed presented the most challenging market environment faced by our industry and our Company in several decades, both domestically and internationally.

On the domestic front, these challenges were particularly acute in the U.S. land market, where the average rig count in 2016 decreased 48% as compared to 2015. U.S. land revenues declined as supply overcapacity remained high throughout 2016, resulting in pricing pressure across all of our product and service lines. We are not unique in this respect. The entire competitive landscape has been similarly impacted by the downturn, but the revenue and cash flows generated in the Gulf of Mexico and international markets throughout the downturn demonstrate how important the execution of our core strategy of geographic diversity is throughout the cycles to which our industry is prone.

Reducing Costs

Responding to the depth and duration of the downturn, we took steps in 2016 to continue implementing company-wide cost reduction initiatives. We further reduced our cost structure by integrating product and service lines, reorganizing businesses, limiting capital expenditures to approximately $81 million and reducing our workforce by over 20% as compared to 2015 levels. We reduced our general and administrative (G&A) expenses by approximately 32% from $510.7 million in 2015 to $346.6 million during 2016. We believe our reduced cost structure and streamlined operations provide us a sustainable competitive advantage going forward.

Disciplined Cash Management

In addition to cost discipline, we have taken positive action regarding liquidity preservation to solidify our balance sheet. During this down-cycle, we have been able to sustain our worldwide days sales outstanding (DSO) at 74 days, marking only a modest increase from DSO of 71 days in both 2014 and 2015. Additionally, we extended the term of our revolving credit facility for an additional two years, so we have no current debt maturities until 2019. We also made payments totaling $325.0 million in 2016 on this credit facility, which extinguished the outstanding debt balance. Following these debt payments, we were able to preserve $188 million in cash on hand atyear-end 2016, providing us with liquidity on our balance sheet to execute our operational objectives.

Positioned for the Upcycle

During the second half of 2016, West Texas Intermediate crude oil prices began to recover and find price stability, reversing some of the steep declines that began in 2014. Many of our customers, primarily in the U.S. land market, gradually increased their activity levels in the third and fourth quarters and began to project a bias towards spending growth in 2017. After two years of industry decline, we were able to generate an increase in revenue in the fourth quarter of 2016.

By taking steps to conserve cash, retire debt and reduce our cost structure throughout the downturn, we positioned ourselves to be an early responder to the market recovery and seize market share. Seeing indications of 2017 spending increases by our customers, we felt confident enough in the forward outlook to make the tactical decision to transition to a mode of cash deployment in the second half of 2016 and begin activating idle equipment and supply chain in our well fracturing and well services businesses, ahead of expected demand increases. During the second half of 2016, we spent $23.1 million reactivating pressure pumping capacity to prepare for a return to service and to increase our active hydraulic horsepower (HHP) by 28% to approximately 450,000 HHP.

While we are optimistic the industry is entering a sustainable recovery, recovery is never linear in nature. By taking the measured steps described above, we feel confident we have responded to the changing dynamics of the current market environment and remain well positioned for future growth, both domestically and internationally. Going forward, we continue to look for opportunities to expand our market share and diversify our sources of revenue in pursuit of long-term stakeholder value creation.

MEETING AGENDA AND VOTING RECOMMENDATIONS

PROPOSAL 1 HIGHLIGHTS

Director Nominees

Our Board is comprised of a strong team of current and former senior professionals with significant industry experience. In 2016, we“right-sized” our Board in this instance by decreasing from nine to eight members, so as to coincide with the efficiencies we have sought throughout the Company. Of our current eight directors, six are independent, including our Lead Director, with the other two being our current and former CEO. We believe this gives us the right blend ofin-depth legacy and strategic knowledge of our Company, as well as broader skills and perspectives on the wider industry and market.

As a result of healthy refreshment over the past three years, our Board has an effective mix of experience and fresh ideas, as reflected by our balanced distribution of tenure. The Company appreciates the strong level of support of our Board in recent years.

Corporate Governance

Our Approach:  Our leadership structure and corporate policies are designed to strengthen board leadership, foster cohesive decision-making at the board level, solidify director collegiality, improve problem solving and enhance strategy formation and implementation. In establishing corporate policies, our Board examines the Company’s organizational needs, managing its growth, competitive challenges, the potential of senior leadership, future development and possible emergency situations to help provide strategic plans.

Our Actions:

PROPOSAL 2 HIGHLIGHTS

Executive Compensation

Our Approach:  Our Compensation Committee has implemented and oversees a compensation program that strives to: (i) provide a balanced mix of performance-based compensation; (ii) motivate our executives to improve both our financial and stock-price performance; and (iii) maintain alignment of both short- and long-term objectives.

Our Actions:

PROPOSAL 3 HIGHLIGHTS

We understand the concerns of some investors that annualsay-on-pay votes lead to excessive focus on near-term, cyclical stock price movements and are redundant to annual votes on compensation committee members. However, at this time we continue to believe that annualsay-on-pay votes remain the market norm and allow our stockholders to express their views timely on our executive compensation program. As a result, we recommend that we continue to future holdsay-on-pay votes annually.

PROPOSAL 4 HIGHLIGHTS

Taking a number of factors into consideration, including past performance, expertise, industry knowledge, and the strong support of 99.5% of our stockholders at our 2016 annual meeting, the Audit Committee has selected KPMG as our independent auditor for the fiscal year ending December 31, 2017, which we submit to our stockholders for ratification. KPMG has audited the Company’s financial statements since 1995.

Our Shared Core Values

Since our founding, Superior has remained committed to conducting our business, in a socially responsible and values-based manner, creating sustainable value for our stockholders, employees, customers and communities. In 2015 our President and CEO, Dave Dunlap, personally outlined Our Shared Core Values at Work, which we codified as our new code of conduct and mandate for how we do business:

Thesefive core values capture what is unique about Superior and what sets us apart as a fair employer, a trusted business partner and a good corporate citizen, helping us to maintain our well-earned reputation for honesty and integrity. The complete code is available on our website:www.superiorenergy.com/about/corporate-governance/shared-core-values/. All of our other policies flow from Our Shared Core Values.

Health, Safety, Environment and Quality (HSEQ)

Superior’s focus on HSEQ, an approach we call “Target Zero”, is more than a priority; it is deeply rooted as one of the core values of Superior. Emphasizing our commitment to Target Zero, in 2016 we reviewed and updated our HSEQ Policy Statement to better align our message with Our Shared Core Values. Our HSEQ Policy Statement is a concise message stating our commitment to HSEQ and outlining our cornerstone principles essential for our future growth and success. Our new policy has been endorsed by our President and CEO and communicated throughout the Company. Our executive management is graded on an ongoing basis on Target Zero performance metrics, with our full Board receiving HSEQ updates and discussing progress at each Board meeting.

		Our unwavering commitment toWorking Safely, Living SafelyandProtecting the Environment is what makes our Company strong.

Focusing on results, we strive to maintain a healthy reporting culture and promote proactive behavior in preventing incidents. In 2016 we improved our Total Recordable Incident Rate (TRIR) by 12%, and the total number of lost time injuries decreased by 40%. Four of our business units completed the year without any recordable injuries and six business units achieved improvements in their TRIR of more than 50%. Part of this operational success is due to the fact that all Superior personnel are empowered with “Stop Work Authority” and are trained to use this authority whenever they see something that could harm people or the environment. Our executives and operational leaders continued to demonstrate visible leadership throughout 2016 by participating in Target Zero training, as well as internal HSEQ audits/inspections, described as Target Zero Evaluations. In 2016 we completed week long Target Zero Evaluations at forty locations involvingtwenty-one different business units across our global operations. These evaluations were completed by a team of corporate level auditors who were tasked with ensuring compliance not only with health and safety standards, but also with environmental compliance. Superior is committed to minimizing any environmental impact through strict pollution prevention, waste management, water and energy efficiency, and effective use of raw materials. Additional information on our HSEQ efforts and a copy of our HSEQ Policy Statement is available on our website:www.superiorenergy.com/about/hseq/.

We have institutionalized a governance and compensation focused outreach program to sustain and improve dialogue with our stockholders. With the support of our Board, our outreach team consists of members of executive management, our investor relations, human resources and corporate secretarial teams, as well as the Chair of our Compensation Committee, who has participated in meetings with some of our long-term stockholders. Our annual engagement cycle consists of a primary stockholder outreach effort in the fourth quarter of each year, followed by internal analysis of the feedback, consideration of any necessary changes, communication of our efforts to the proxy advisory firms, and finally the reporting of any actions taken in our annual Proxy Statement. Our outreach is done primarily by holding conference calls with stockholders, but we also provide questionnaires, allowing our stockholders to provide written responses regarding any concerns. Our annual engagement cycle is summarized in the graph below.

Consistent with this approach, in our 2016 engagement campaign we invited ourtop-50 stockholders, representing approximately 82% of our outstanding shares, to discuss our compensation philosophy, executive compensation and any governance concerns. Topics discussed included our recent board refreshment efforts, as well as our improved ISS QualityScore, reflecting our best practices in corporate governance. The significant majority of stockholders who engaged with us indicated that, they did not have any concerns regarding the structure or philosophy of our executive compensation program, particularly after having seen how our program and our Board responded to the market conditions and stockholder feedback by reducing compensation to better align with total shareholder return (TSR) in 2015 and 2016. Overall, our stockholders continued to express confidence in our governance practices and our engagement program. Stockholders’ input received as a result of the outreach program was reported to the Compensation Committee and to our Board.

The feedback we receive from our stockholders is important to us. Through our outreach effort, we are able to hear any concerns from our stockholders, respond effectively and communicate this back to our stockholders. We expect to continue a strong level of engagement to ensure that we understand and remain able to address stockholder concerns and the issues on which they are focused.

Information about Director Nominees

The biographies below provide certain information as of the record date, April 3, 2017, for each director nominee. The information includes the person’s tenure as a director, business experience, director positions with other public companies held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Corporate Governance Committee and our Board to determine that the person should be nominated to serve as a director of the Company. Unless otherwise indicated, each person has been engaged in the principal occupation shown for the past five years.

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Board Committees

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. These committees regularly report back to the full Board with specific findings and recommendations in their areas of oversight and liaise regularly with the Chairman and Lead Director. The current members and primary functions of each board committee are described below.

Each of our Board’s standing committees has adopted a written charter that has been approved by our Board. Copies of these charters, as well as copies of our Corporate Governance Principles andOur Shared Core Values at Work (Code(Core Values)—integrity, fairness, safety, fair play and citizenship. We apply these values in providing our services and products, maintaining our relationships and demonstrating our corporate responsibility in the communities where we live and work.Our Core Values guide our culture, provide a framework for consistent decision-making and help sustain our business. We are committed to a values-driven culture and accountable leadership to keep our people, equipment and environment safe.

Financial Performance

While activity levels increased during the first nine months of Conduct)2018, the significant decline in oil prices and reduced spending by our customers during the fourth quarter proved that the market remains turbulent. In 2018, our revenue increased approximately 14% while earnings before interest, taxes, depreciation and amortization (EBITDA) increased by 95% over 2017 levels. Our execution was aided by improvements to our cost structure implemented during 2015 and 2016 and our focus on managing our liquidity and working capital.

Record Safety Performance

We believe our culture of safety and protection of the environment are crucial elements to our long-term sustainability. Welive safe, work safe and protect the environment. There is no better indication of how ingrained our Core Values are in our culture than how we manage the inherent risks of oilfield operations. In 2018, we achieved a record breaking year in safety performance. Even as our activity increased significantly over 2017, we achieved a 28% improvement in our total recordable incident rate (TRIR), a 44% improvement in our lost time injury rate (LTIR) and a 59% improvement in our motor vehicle incident rate (MVIR).

Board Appreciation

We would like to express our deep appreciation to Mr. Harold Bouillion, who will be retiring at our upcoming annual meeting of stockholders (Annual Meeting). Mr. Bouillion has served with dedication and distinction as a member of our Board since 2006. Mr. Bouillion’s outstanding service and commitment has resulted in long-lasting contributions to the Company. He led our Audit Committee as chairman from 2015 to the present and provided invaluable guidance as chairman of our Compensation Committee from 2008 to 2015. We wish Mr. Bouillion the very best in his retirement. He will be greatly missed.

Looking Ahead

Looking ahead, we are committed to applying our Core Values in conducting our business and ensuring worker safety, environmental stewardship and corporate responsibility in the communities where we live and work.

Annual Meeting

It is our pleasure to invite you to our Annual Meeting on Thursday, June 6, 2019 at 9:00 a.m., Central Time, at our headquarters located at 1001 Louisiana Street, Houston, Texas 77002. Your vote is important to us. We encourage you to participate and show your support by casting your vote “For” Proposals 1, 2 and 3 by one of the methods specified in the proxy statement.

Sincerely,

		Terry E. Hall Founder & Chairman of the Board				David D. Dunlap Chief Executive Officer & President

2019 SPN Proxy Statement

Notice of 2019 Annual Meeting of Stockholders

Your opinion is very important. Please vote on the matters described in the accompanying proxy statement as soon as possible, even if you plan to attend the 2019 Annual Meeting. You can find voting instructions below and on page 62.

VOTING:

Stockholders as of the record date may vote on or before June 5, 2019 by 11:59 p.m. (Central Time) by mail, internet or the telephone or at 9:00 a.m. (Central Time) in person at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, we urge you to cast your vote and submit your proxy in advance of the Annual Meeting by one of the methods below. Make sure to have your proxy card or voting instruction card (VIC) in hand:

At the Annual Meeting, stockholders will be asked to:

By completing, signing and dating your proxy card or VIC in the envelope provided		By the internet at www.voteproxy.com		By telephone at 1-800- PROXIES (1-800-776-9437) in the U.S. or  1-718-921-8500 outside the U.S.		In person by completing, signing and dating a ballot at the Annual Meeting

Submitting your proxy now will not prevent you from voting your shares in person at the Annual Meeting, as your proxy is revocable at your option.

On behalf of our Board of Directors, I thank you for exercising your right to vote your shares.

William B. Masters

Secretary

Houston, Texas

April 26, 2019

This proxy summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider. We encourage you to read the entire proxy statement before voting.

MEETING AGENDA AND VOTING RECOMMENDATIONS

PROPOSAL 1 HIGHLIGHTS

Director Nominees

Our director nominees represent a strong team of current and former chief executive officers (CEOs) and senior executives with invaluable industry experience. We believe their background, skills and experience give us the right blend ofin-depth legacy and strategic knowledge of our Company, as well as broader perspectives on the wider industry and market.

We are committed to ensuring that our Board represents the right balance of experience, tenure, independence, age and diversity.

PROPOSAL 2 HIGHLIGHTS

Executive Compensation

Pay Outcomes Aligned with Performance:  Consistent with our pay for performance philosophy and our effective program design, our executive compensation is aligned with Company performance, with 88% of the compensation we deliver to our CEO and 80% of the compensation we deliver to our other named executive officers (NEOs) being variable andat-risk based on our performance.

The Company has a demonstrated history of rigorous goal setting. In 2018, the real pay of our CEO was 43% below his target compensation and aligned with our financial and operational performance, including our stock price performance.

In late 2017, we decided to maintain the 15% reduction in our then current NEOs’ base salaries, which was implemented in 2016. This also had the effect of proportionately reducing the grant value of our NEOs’ annual and long-term incentives (LTI).

In late 2018, as part of our stockholder engagement program, we solicited feedback on our executive compensation program from our top 50 stockholders holding approximately 89% of the Company’s outstanding shares. Overall, we received supportive feedback on our executive compensation program. However, there was a concern expressed by one significant stockholder regarding the single trigger change of control provisions included in our executive LTI grants. In response, beginning in 2019, we included double trigger change of control provisions in all executive awards, requiring actual or constructive termination and a change of control before acceleration of equity vesting.

PROPOSAL 3 HIGHLIGHTS

Ratification of Independent Public Accounting Firm Appointment

Taking a number of factors into consideration, including past performance, expertise and industry knowledge, the Audit Committee has selected KPMG LLP (KPMG) as our independent auditor for the fiscal year ending December 31, 2019, which we submit to our stockholders for ratification. KPMG has audited the Company’s financial statements since 1995.

2018 PERFORMANCE HIGHLIGHTS

Although our 2018 financial and operating results were overshadowed by the significant drop in oil and gas prices, which led to lower customer activity during the fourth quarter, our disciplined approach in managing safety, quality and costs throughout the year resulted in the following:

ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRINCIPLES OF OUR CORE VALUES

We recognize that environmental, social and governance (ESG) principles are at the forefront of our stockholders’ minds because they can provide insight into corporate behavior, long-term performance and sustainability. We communicate ESG principles through the lens of our governing principles, our Core Values. Our Core Values guide our activities and provide a framework for consistent decision-making to help improve our operational performance and achieve corporate sustainability.

INTEGRITY

We conduct ourselves and our business affairs with honesty and integrity, and do not tolerate illegal or fraudulent activities.

We believe ethical behavior is inseparable from integrity and good judgment. While ethical behavior requires full compliance with all laws and regulations, compliance with the law is the minimum standard. We believe that pressure or demands due to business conditions are never an excuse for operating outside of the law or behaving inconsistently with our Core Values. It is each employee’s responsibility to preserve our integrity and all wrongdoing is expected to be reported. The ability to freely report wrongdoing without the fear of retaliation is central to developing a sustainable culture of honesty and integrity.

RESPECT

We treat our employees with fairness, dignity and respect and do not tolerate any forms of discrimination.

We attract employees with a wide variety of backgrounds, skills and cultures. Combining a wealth of talent and resources creates a diverse and dynamic work environment. We are an equal opportunity employer that hires, places, promotes and makes other employment status changes without regard to race, age, gender, sexual orientation, national origin, religion, disability or veteran status. We are committed to selecting and employing the best and most qualified person available for each job opening without discrimination of any kind. We also do not tolerate harassment of any kind. We believe our employees are key to the growth, success and sustainability of our Company. As a result, we are committed to providing a safe work environment where our employees are treated with dignity and respect.

SAFETY

We protect the safety and health of ourselves, our fellow employees and everyone that we work with and stop unsafe actions.

Our focus on the health and safety of our employees and others is more than a priority, it is our greatest responsibility. Our safety core value governs our behavior and is the foundation of our safety program, Target Zero. Target Zero is our systematic approach to managing health, safety and the environment and provides tools and resources that enable us to identify, prepare for and manage inherent risks in our business. To ensure successful governance of our safety program, we require transparency, visible leadership and accountability from the top down. We achieve transparency by measuring key safety performance indicators and report the results on scorecards. Our executives demonstrate leadership by setting clear policies and expectations and attending Target Zero evaluations onsite with operational teams. We institutionalize accountability by holding our leadership responsible for scorecard results. To stress the importance of safety and increase visibility, our Board routinely reviews scorecard results throughout the year. In addition, employees at every level of our organization receive safety training and are empowered with Stop Work Authority to prevent harm to themselves or others. We believe that transparency, visible leadership, training and accountability promote a culture of safety and ultimately improves our operational and financial performance. For additional information regarding our safety program, visithttps://superiorenergy.com/about/hseq/.

FAIR PLAY

We deal fairly with customers, suppliers and other business relationships and always act in the best interests of the Company.

We are fair and honest with our customers, suppliers, business partners and others. We believe this responsibility is vital to the success and sustainability of our business. We also work with our customers and suppliers to protect our confidential information from cybersecurity risks and intellectual property from infringement to maintain the competitive advantage and sustainability of our business.

CITIZENSHIP

We conduct ourselves as good citizens in the communities where we operate, and we respect the environment.

We endeavor to be a good corporate citizen and respect the communities and environment where we live and operate. Our goal is tolive safe, work safe and protect the environment. We are committed to working with our customers, business partners and suppliers to strengthen environmental stewardship and sustainability by minimizing our environmental impact. Although we are not large generators of waste or greenhouse gas emissions, we identify environmental hazards and conduct risk assessments at our facilities to reduce potential environmental impact to the community. We implement pollution and spill prevention monitoring, waste

management and recycling when practical. In addition, we comply with all applicable environmental and regulatory laws and meet environmental specifications set by our customers to help them achieve their environmental objectives. In terms of social responsibility, we observe laws that pertain to freedom of association, privacy, recognition of the right to engage in collective bargaining, the prohibition of forced, compulsory and child labor. We also do not make political contributions on behalf of our Company, use our resources or facilities to support any political candidate or party or engage in any lobbying activity, unless specifically permitted by law and approved in advance by our CEO. In 2018, we made no political contributions.

We value the opinions of our stockholders and maintain an ongoing dialogue by engaging in communications with our stockholders multiple times a year. Our annual engagement cycle now consists of stockholder communications in both the spring and fall each year. Upon receiving feedback, we consider changes and communicate our efforts as outlined below:

Engage Stockholders Receive Feedback Consider Change Report Action Engage and communicate with top 50 stockholders in the spring and fall each year Arrange calls with interested stockholders Continue to communicate and follow-up as necessary throughout the year During spring engagement, offer additional opportunity to address proxy statement and other questions or matters During fall engagement, provide Company updates, discuss voting results and receive feedback on governance and executive compensation practices Assess stockholders' feedback Consider changes to corporate governance and executive compensation programs when appropriate Report actions in the proxy statement Discuss efforts during spring and fall engagements

Results of Stockholder Engagement

In the spring and fall of 2018, we invited our top 50 stockholders, owning approximately89% of our outstanding shares of common stock, to discuss our compensation philosophy and executive compensation and to raise any concerns. During our spring engagement, stockholders owning36% of our outstanding shares of common stock responded to our engagements efforts and stockholders owning34%of our outstanding shares of common stock responded during our fall engagement. Of those who responded, a number of stockholders indicated that they did not have any concerns and did not require further discussion, while a small number of stockholders requested further dialogue. Overall, our stockholders were pleased with our proactive engagement and were generally supportive of our executive compensation program. They acknowledged the cyclical nature of our industry and recognized the challenge of aligning executive pay and performance in an unstable market. During our discussions, our stockholders provided the following feedback and we responded by taking action:

On March 28, 2019, our Nominating and Corporate Governance Committee (the Corporate Governance Committee) recognized that, after serving with dedication and distinction as a member of our Board since 2006, Mr. Harold J. Bouillion will retire at the upcoming Annual Meeting in accordance with our retirement policy for directors. As part of our ongoing commitment to ensure that our Board is comprised of diverse perspectives and experiences, the Corporate Governance Committee continues to search for a qualified candidate to enhance the skills and diversity of the Board to replace Mr. Bouillon. Until then, our Board determined to reduce the size of our Board to seven directors and recommends electing the remaining current directors to serve another one-year term.

Skills and Experience of Director Nominees

The skills and experience outlined below illustrate the breadth of background, industry knowledge and expertise of our director nominees.

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The biographies that follow briefly describe each nominated director’s age, tenure, business experience and current director positions with other public companies. Each of the director nominees advised us that he or she will serve on our Board if elected.

David D. Dunlap

Chief Executive Officer & President of Superior Energy Services, Inc.

Director Since 2010

Age at Annual Meeting 57

Superior Committees   N/A

Executive Experience:

Mr. Dunlap has served as our CEO since 2010 and President since 2011. From 2007 until he joined the Company in 2010, Mr. Dunlap served as Executive Vice President — Chief Operating Officer of BJ Services Company (BJ Services), a renowned well services provider. He joined BJ Services in 1984 as a District Engineer. Prior to 1995, he served as Vice President — Sales for the Coastal Division of North America and U.S. Sales and Marketing Manager for BJ Services. Prior to being promoted to Executive Vice President — Chief Operating Officer, Mr. Dunlap held the position of Vice President — International Division from 1995 to 2007. Mr. Dunlap currently serves as director and trustee on the boards of numerous non-profit organizations.

Skills and Qualifications:

For more than 30 years, Mr. Dunlap has worked and held leadership positions in the oil and gas industry. Under his direction, BJ Services significantly expanded internationally and successfully transformed into a global leader in multiple well service product lines, demonstrating his exceptional leadership abilities in developing and executing a global business strategy. Mr. Dunlap’s extensive domestic and international industry knowledge, strategic planning, global expansion insight and expertise make him a valuable member of our Board and uniquely position him to assist our Board in the successful implementation of our business strategy.

James M. Funk

President of J.M. Funk & Associates

Independent

Age at Annual Meeting

Superior Committees

Director Since 2005

67

Executive Experience:

Dr. Funk is currently the President of J.M. Funk & Associates, an oil and gas business consulting firm, and has more than 40 years of experience in the energy industry. Dr. Funk served as Senior Vice President of Equitable Resources (now EQT Corporation) and President of Equitable Production Co. from June 2000 to 2003. He worked for 23 years with Shell Oil Company and its affiliates and is a Certified Petroleum Geologist.

Skills and Qualifications:

Dr. Funk’s extensive experience in the energy industry in similar areas as our operations, along with his strong technical expertise, industry knowledge and understanding of environmental and sustainability concerns, give him a unique understanding of our business and the challenges and strategic opportunities we face. His senior executive leadership in the energy industry qualifies him to serve as our Lead Director and provides the Compensation Committee and Corporate Governance Committee with substantial personnel management experience. In addition, his extensive public board experience adds valuable perspective and positions him well to address issues faced at the Board level.

Other Current Public Boards: 

Range Resources Corporation (2008-Present)

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Terence E. Hall

Founder & Chairman of the Board of Superior Energy Services, Inc.

Director Since 1995

Age at Annual Meeting 73

Superior Committees N/A

Executive Experience:

Mr. Hall has served as the Chairman of our Board since 1995. Mr. Hall is the founder of the Company and served as CEO of the Company and its predecessors from 1980 until 2010.

Skills and Qualifications:

As founder and former CEO of the Company, Mr. Hall led the Company through tremendous growth through all industry cycles. His detailed knowledge of every aspect of our business, financial expertise, legal background, risk management experience and strategic vision are invaluable to the Board when making strategic decisions and capturing opportunities. Mr. Hall’s industry knowledge and first-hand knowledge of the Company enable him to guide our business strategy and successfully navigate challenges in the oil and gas industry.

Peter D. Kinnear

Former Chairman, CEO & President of FMC Technologies, Inc.

Independent

Age at Annual Meeting

Superior Committees

Director Since 2011

72

Executive Experience:

Mr. Kinnear held numerous management, operations and marketing roles with FMC Technologies, Inc. (FTI) and FMC Corporation from 1971 until his retirement in 2011. Mr. Kinnear served as FTI’s CEO from 2007 to 2011, Chairman of the Board from 2008 to 2011, President from 2006 to 2010 and Chief Operating Officer from 2006 to 2007.

Skills and Qualifications:

Mr. Kinnear’s experience as a former CEO and operational and marketing skills in the global energy industry bring extensive knowledge and leadership skills to our Board. His management and board experiences give him a thorough understanding of industry regulations, different cultural, political and public policy insight and knowledge of regulatory requirements related to international operations. Mr. Kinnear’s experiences make him highly qualified to serve on the Audit Committee and to act as chair of the Corporate Governance Committee.

Janiece M. Longoria

Former Chairman of Port of Houston Authority

Independent

Age at Annual Meeting

Superior Committees

Director Since

Executive Experience:

Ms. Longoria is the Former Chairman of the Port of Houston Authority. She currently serves as Vice Chairman of the University of Texas System Board of Regents, and on the board of directors of the Federal Reserve Bank of Dallas, Houston Branch. Formerly, Ms. Longoria practiced law as a securities and commercial litigator for 23 years at Ogden Gibson Broocks Longoria & Hall LLP, and previously at Andrews & Kurth LLP.

Skills and Qualifications:

Ms. Longoria’s legal experience, particularly with securities and regulatory matters, allows her to provide extensive guidance to our Board. She has received numerous honors and recognitions for her community and board service during her career, including the Sandra Day O’Connor Award for Board Excellence, as well as the Female Executive of the Year Award from the Houston Hispanic Chamber of Commerce. As a proponent of environmental and sustainability matters, she provides a unique perspective that enables the Company to achieve its operational goals while being environmentally responsible. Ms. Longoria brings a fresh perspective to our Board based on her diverse business, risk management, legal and regulatory experiences, which makes Ms. Longoria highly qualified to serve on our Audit Committee and Corporate Governance Committee.

Michael M. McShane

Advisor to Advent International

Independent

Age at Annual Meeting

Superior Committees

Director Since   2012

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Executive Experience:

Mr. McShane serves as an Advisor to Advent International, a global private equity fund. Mr. McShane served as a director, President and CEO of Grant Prideco, Inc. from 2002 until the completion of its merger with National Oilwell Varco, Inc. in 2008, having also served as the chairman of its board from 2003 to 2008. Prior to joining Grant Prideco, Mr. McShane was Senior Vice President — Finance and Chief Financial Officer and a director of BJ Services from 1990 to 2002 and Vice President — Finance from 1987 to 1990 when BJ Services was a division of Baker Hughes Incorporated.

Skills and Qualifications:

Mr. McShane’s leadership experience as a former CEO and domestic and international oil and gas industry knowledge provide our Board an excellent strategic planning perspective. His extensive board experience and corporate governance understanding also greatly contribute to the Board’s risk management oversight. Mr. McShane’s strong finance and accounting background and management experience in the relevant industry also make him highly qualified to act as the chair of the Audit Committee and serve on the Compensation Committee.

Other Current Public Boards:

Forum Energy Technologies, Inc. (2010-Present)

NCS Multistage Holdings, Inc. (2012-Present, Chairman 2017- Present)

Oasis Petroleum, Inc. (2010-Present)

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W. Matt Ralls

Former Chairman, CEO & President of Rowan Companies, plc

Independent

Age at Annual Meeting

Superior Committees

Director Since

Executive Experience:

Mr. Ralls previously served as Executive Chairman, CEO and President of Rowan Companies plc (Rowan) from 2014 to 2016, the CEO from 2009 until 2014, and President from 2009 to 2013. Mr. Ralls served as Executive Vice President and Chief Operating Officer of GlobalSantaFe Corporation from 2005 until the completion of the merger of GlobalSantaFe with Transocean, Inc. in 2007, prior to which he had served as Senior Vice President and Chief Financial Officer from 2001 to 2005.

Skills and Qualifications:

Mr. Ralls’ financial acumen, CEO and risk management experiences at global drilling companies enable our Board to strategically capture opportunities and adequately manage risks. Our Board benefits from his extensive leadership, financial expertise, broad board experience and industry knowledge, making him highly qualified to chair the Compensation Committee and to serve on the Corporate Governance Committee.

Other Current Public Boards:

Cabot Oil and Gas Corporation (2011-Present)

NCS Multistage Holdings, Inc. (2017-Present)

Pacific Drilling S.A. (Chairman 2018-Present)

Our corporate policies are designed to ensure independent oversight, alignment with stockholder interests and long-term corporate sustainability. Key elements of our corporate governance practices are identified and discussed in greater detail below.

What We Do:
				Independent Board. Our Board structure is designed to ensure independent oversight.
				Independent Lead Director and Committee Chairs. The independence of the Lead Director and the committee chairs provide objective oversight. The Lead Director is elected annually by the Board. The Audit Committee, Compensation Committee and Corporate Governance Committee are 100% independent and are chaired by independent directors to provide objective oversight.
				Separate CEO and Chairman Positions. The separate positions maximize management’s efficiency by allowing our CEO to focus onday-to-day operations while our Chairman can focus on leading the Board in its oversight responsibilities.
				Directors Elected Annually. Each member of the Board is elected annually. If a director receives more “withhold” votes than “for” votes, the director is required to tender his or her resignation.
				Broad Perspectives, Experience and Knowledge. Our directors provide pertinent industry knowledge, extensive leadership experience and expertise in finance, accounting, risk management, strategic planning and legal matters. The average tenure of our director nominees is 10 years. The average age of our director nominees is 67 years old and we currently have one female director.
				Annual Board and Committee Performance Evaluations. The Board, Audit Committee, Compensation Committee and Corporate Governance Committee conduct self-evaluations each year to monitor their performance and effectiveness.
				Retirement Policy. Directors are expected to retire at the Annual Meeting of the stockholders following his or her 75th birthday, unless the Board asks the director to continue to serve.
				Stock Ownership Guidelines. Within three years of joining the Board, ournon-management directors must own Company’s common stock equal to 5x the director’s annual retainer. The CEO must own Company common stock in an amount equal to 6x his base pay, the chief financial officer (CFO) must own Company common stock in an amount equal to 3x his base pay and the other executive officers must own Company common stock in the amount of 2x their base pay.
				Hedging and Pledging. We prohibit hedging and pledging of the Company’s common stock by directors and all of our executive officers.
				Core Values. Our Core Values guide our culture, provide a framework for consistent decision-making and help sustain our business. We apply these values in providing our services and products, maintaining our relationships and demonstrating our corporate responsibility in the communities where we live and operate.
				Risk Oversight. The Board reviews our enterprise–wide risks as presented by our Enterprise Risk Management Program (ERM Program) at each regular meeting.
				Stockholder Engagement. Twice a year, we reach out to our stockholders. Feedback from our stockholders is important to us. In 2018, we reached out to stockholders owning 89% of our outstanding shares of common stock. Stockholders owning 36% of our outstanding shares responded in the spring and stockholders owning 34% of our outstanding shares responded in the fall. We scheduled calls with those stockholders who responded and requested further discussion.
				Political Contributions and Lobbying. We do not make political contributions, use our resources or facilities to support any political candidate or party or engage in any lobbying activity unless specifically permitted by law and approved in advance by our CEO. In 2018, we did not make any political contributions.

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The following illustration depicts our Board’s oversight and the areas of responsibilities of each committee’s role in managing risks.

The members and primary functions of each Board committee in 2018 are described below:

  * Audit committee financial expert

Ø

the CEO may grant awards relating to no more than 100,000 shares of our common stock in any fiscal year and awards relating to no more than 20,000 shares to any one participant;

Ø

the CEO may grant no more than 30,000 performance share units (PSUs) in any fiscal year and no more than 5,000 PSUs to any one participant;

 

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the CEO may cancel, modify, or waive rights under awards related to no more than 20,000 shares and 5,000 PSUs held by a participant;