DIAMOND OFFSHORE DRILLING, INC.

15415 Katy Freeway

Houston, Texas 77094

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 15, 20182019

To our Stockholders:

The 20182019 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 15, 2018,2019, at 8:30 a.m. local time for the following purposes:

Our stockholders of record at the close of business on March 20, 20182019 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 their proxy at any time prior to the vote at the 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, the proxy will be voted FOR the nominees for director named in the attached proxy statement, FOR the ratification of the appointment of Deloitte & Touche LLP as our independent auditor and FOR the resolution approving executive compensation. 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 INCLUDED PROXY CARD.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.

By Order of the Board of Directors

Sincerely,

David L. Roland

Senior Vice President, General Counsel and Secretary

April 2, 20183, 2019

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be Held on May 15, 2018.2019.

Our proxy statement, proxy card and 20172018 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 20182019 Annual Meeting of Stockholders

to be held on May 15, 20182019

ABOUT THE ANNUAL MEETING

Why am I receiving these materials?

The Board of Directors of Diamond Offshore Drilling, Inc. (which we refer to in this proxy statement as we, our, us, our company or the company) is providing you these proxy materials in connection with the Board’s solicitation of proxies from our stockholders for our 20182019 annual meeting of 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 15, 2018,2019, commencing at 8:30 a.m. local time. On or before April 3, 2018,2019, 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 on how to access our proxy materials, including this proxy statement and our Annual Report, by the Internet 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 eight members of our Board of Directors to serve until our 20192020 annual meeting of stockholders, to approve executive compensation by advisory vote and to ratify the appointment of Deloitte & Touche LLP as our independent auditor for fiscal year 2018 and to approve executive compensation by advisory vote.2019.

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

Only holders of record of our common stock at the close of business on March 20, 2018, the record date for the Annual Meeting, 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, 137,342,971 shares of our common stock were outstanding and entitled to vote.

Who can attend the Annual Meeting?

Only stockholders of record as of the close of business on March 20, 20182019, 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 such as a driver’s license, 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, as of March 20, 2018, such as a

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brokerage statement showing their ownership of shares as of that date.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 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, 137,580,203 shares of our common stock were outstanding and entitled to vote.

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.

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

Election of Directors.Directors. A nominee for director will be elected to the Board if all votes cast for that nominee’s election exceed the votes cast against his or her election. 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 counted for purposes of determining whether a quorum is present at the Annual Meeting. Abstentions will not affect the outcome of the election of directors. Abstentions will have the same effect as votes against any matter other than the election of directors. Brokernon-votes will not affect the outcome of the election of directors or any other proposal to be voted on at the Annual Meeting.

How does the Board recommend that I vote?

Our Board of Directors recommends that you 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:

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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.

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 submitting a valid proxy that is dated later, or, if you attend the Annual Meeting in person, by giving notice of revocation to the Inspector 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 Mediant Communications Inc., and the results will be certified by our Inspector of Election, who is required to resolve impartially any interpretive questions as to the conduct of the vote.Election. In tabulating votes, the Inspector 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 20, 20182019 (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 is a holding company, with principal subsidiaries (in addition to us) consisting of CNA Financial Corporation, aan 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; Loews Hotels & Co, a wholly-owned subsidiary engaged in the operation of a chain of 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 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 vote FORconsistent with the electionabove recommendations of the eight nominees for the Board of Directors, FOR the ratification of the appointment of Deloitte & Touche LLP as our independent auditor and FOR 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 sets forth, as of March 1, 2018,shows the shares of our common stock and common stock of Loews (which we refer to as Loews Common Stock) beneficially owned by each of our directors and director nominees, each of our executive officers named in the20172018 Summary Compensation Table below, and all of our current directors and executive officers as a group.group, as of March 1, 2019. 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 ($14.60)10.70) of our common stock, determined in accordance with the terms of our Equity Plan, on March 1, 2018.2019.

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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 Commission. Based solely on our records and other information available to us, we believe that all reports that were required to be filed under Section 16(a) during 2017 were timely filed.

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ELECTION OF DIRECTORS

(Proposal No. 1)

Our Board of Directors currently consists of 11eight directors. On March 23, 2018, John R. Bolton notifiedJanuary 31, 2019, Charles L. Fabrikant informed us of his intention to resign from our Board effective as of April 8, 2018 as a result of his impending appointment as U.S. national security adviser. In addition, two of our current directors, Herbert C. Hofmann and Raymond S. Troubh, are not nominated for re-election at the Annual Meeting. EffectiveConsequently, our Board has nominated Anatol Feygin as a candidate for election to the Board at the Annual Meeting, our Board will decreasein addition to the number of directors that comprise the entire Board to eight directors. Our Board has nominated the eightseven remaining directors nominated forre-election at the Annual Meeting, and accordingly, proxies cannot be voted for a greater number of persons than the eight nominees named in this proxy statement.Meeting. All directors are elected annually to serve 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 described 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 eight directors to be elected at the Annual Meeting will serve a term of one year to expire at our 20192020 annual meeting of stockholders.

In the absence of contrary instructions, the proxies received from holders of our common stock 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 or our Board of Directors 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, 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 extensive background with our company provides him with unique knowledge of and insight into our business and operations, and enables him to more effectively provide us and our Board with strategic direction and operational oversight. 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.

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Marc Edwardshas served as our President and CEO and as a director since March 2014. Prior to joining our company, Mr. 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. 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 Company that enables him to provide valuable contributions and perspective to our Board. His broad experience and understanding of the worldwide energy services industry 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 Feyginis the has served as Executive ChairmanVice President and Chief Commercial Officer of the Board and CEO of SEACOR HoldingsCheniere Energy, Inc. (which we refer to as SEACOR Holdings), a NYSE-listed diversified holdinginternational energy company, focusedsince 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 domesticindustry issues and international transportation, logistics and risk management consultancy. Mr. Fabrikant served as SEACOR Holdings’ Executive Chairmanperspectives. As a result of the Board from 2010 until 2015, and as Chairman of the Board, CEO and President from 1989 to 2010. Since its spinoff from SEACOR Holdingshis extensive experience in 2017, Mr. Fabrikant has also served as theNon-Executive Chairman of the Board of SEACOR Marine Holdings Inc. (which we refer to as SEACOR Marine), a NYSE-listed operator of offshore support vessels servicing oil and gas explorationexecutive, corporate development and development. Since 2011,financial matters, Mr. Fabrikant has also served as the Chairman ofFeygin will be able to provide the Board of Era Group Inc., which provides helicopter transportation services to the offshore drillingwith expertise in industry corporate leadership, financial management, corporate planning and was wholly owned by SEACOR Holdings prior to 2013. He also served as President and CEO of Era Group Inc. from 2011 to 2012. Mr. Fabrikant served on the Board of Directors of Dorian LPG Ltd., a liquefied petroleum gas shipping company, from 2013 to 2015.

Mr. Fabrikant’s extensive background and practical,hands-on experience in the offshore energy industry provides him with unique insight into many of the business decisions that come before our Board.strategic development.

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 the federal Ocean Exploration Advisory Board and is a member of the National Academy of Engineering, a private nonprofit institution that advises the federal government and conducts independent studies to examine important topics in engineering and technology. He is also a fellow in the Urban Coast Institute at Monmouth University, a member of the National Academy’s Gulf Research Program Advisory Board, and a Trustee of the Ocean Exploration Trust.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, 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 Grebowhas is 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 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, from 2007 to 2011, and 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 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 with valuablevalued insight. This experience and knowledge also qualifies him to serve as the financial expert on our Audit Committee.

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. This experience, combined with his financial and transactional expertise, enables Mr. Siegel to provide valuableeffective insight tofor our 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. Mr. 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 significant value to our Board. His investment expertise and experience and involvement in international affairs enable him to provide valuable insight and contributions to 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. Mr. 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 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’s extensive executive leadership experience provides him with broad knowledge of and insight into the operations of Loews and the businesses in which it is engaged, including our company. This experience, coupled with Mr. Tisch’s institutional knowledge, is especially beneficial to our Board.

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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 have a majority of independent directors, the majoritydirectors. Currently, 50% of our Board of Directors is currently comprised of independent directors. Following the Annual Meeting, the majority of our Board of Directors may or, in reliance on this exemption, may not continue to be 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, Hofmann, Sobel and Troubh (whom we refer to as our Independent Directors) are independent under the NYSE Listing Standards and our independence guidelines described below. 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 (of which Mr. Fabrikant is the Executive Chairman of the Board and CEO) and SEACOR Marine (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.

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 and because our Board includes independent directors, there would be no meaningful benefit to having 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 describe 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, Attention: 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.

Executive Committee

TheOur Bylaws describe the functions and responsibilities of the Executive Committee of our Board of DirectorsDirectors. 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 with its responsibility of overseeing the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualifications and independence of our independent auditor, the performance of our internal audit function

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and independent 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 auditor and to approve all engagement fees and terms for the independent 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 overseeingour executive officers and administeringadministers our Incentive Compensation Plan and our Equity 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 does not delegate to management any of its functions in setting executive compensation under its charter. The committee has authority to retain or obtain advice of outside legal counsel, compensation consultants or other advisors to assist in the evaluation of director, CEO or executive officer compensation, including responsibility for the appointment, compensation and oversight of any such advisor retained by the committee. During 2017,2018, the committee did not engage a compensation advisor in determining or recommending amounts or forms of executive or director compensation.

The Compensation Committee completes a 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 achieved.

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 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. See“Compensation Discussion and AnalysisAnalysis”” for more information about the responsibilities of the Compensation Committee and the role of management with respect to compensation matters.

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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 and qualifies as an “outside director” as defined for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (which, together with the regulations promulgated thereunder, we refer to as the Code).SEC rules. No member of the Compensation Committee is, or was during 2017,2018, an officer or employee of the company. During 2017:2018:

Board Diversity and Director Nominating Process

Our Board of Directors recognizes the benefits of broad diversity throughout our company and 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. Our 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 nominees vary in age from 5750 to 73,72 and range in Board tenure from 4 yearszero to 2930 years. As described above under our director biographies, the current composition of our Board also reflects a variety of expertise, skills, experience and professional and personal backgrounds, including in the following areas:

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. Our 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 20192020 annual meeting of stockholders, means that the nomination must be received no later than February 14, 2019.

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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:

Nominations of directors may also be made by our 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.stockholders; 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. As a result, when assessing individual candidatesdiversity and nomineeswill continue to fill our next Board vacancy that occurs in the future, the Board will consider diversity of race, ethnicity and gender among other relevant factors.factors when assessing individual candidates and nominees to fill Board vacancies that occur in the 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 Lead Director and to serve as the presiding director at meetings of ournon-management directors and our Independent Directors.

Board Leadership Structure

Our 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, a

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non-employee director, serves as our Chairman of the Board. Our 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 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 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 our 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. 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 tofuture reevaluate this determination.

Board Oversight of Risk Management

Our Board recognizes the importance of understanding, evaluating and 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 designed to appropriately balance risk and reward, and evaluating risk management practices. These opportunities to interact enable thenon-management directors to conduct meaningful 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 component of risk management is not only understanding the risks and the measures management is taking to manage the 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 associated 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 endeavors 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 2017,2018, our Board of Directors held fivesix meetings, our Audit Committee held eightseven meetings and our Compensation Committee held fourthree meetings. Our Executive Committee did not meet during 2017.2018. Overall, during 20172018 the rate of attendance by our directors at Board and committee meetings was 99%98%. In 2017,2018, all but one of our directors attended all of the meetings of the Board and committees on which they served, and no

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director attended less than 75% of the meetings of the Board and committees on which he served. We do not require our Board members to attend our annual meeting of stockholders; however, eightall of our directors then in office were present at our annual meeting held in May 2017.2018.

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 sevenfournon-employee directors who qualify for cash compensation as directors. In addition to reimbursing all reasonableout-of-pocket expenses that each 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 2017,2018, 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 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 2017.of 2018. Commencing with the quarterly grant on April 1, 2018, the number of 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 20172018 vested immediately upon grant and have a term of 10 years from the date of grant. Notwithstanding his additional duties as Chairman of the Board, commencing with the quarterly grant on April 1, 2018, the number of SARs received by Mr. J.S. Tisch will decrease to 1,000 SARs per quarter, consistent with all othernon-employee directors.

Director Compensation for 20172018

The following table summarizes the compensation earned by ournon-employee directors in 2017:2018:

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As of December 31, 2017,2018, 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. Our 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 our 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 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 by writing tofrom 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 our Audit Committee. All such transactions are to be submitted to our General Counsel for review and reported to our Audit Committee for its consideration. In each case, the Audit Committee will consider, in light of all of the facts and circumstances known to it that it deems relevant, whether the transaction is fair and reasonable to our company.

17Transactions with Loews. Prior to the initial public offering of our common stock in 1995, we were a wholly-owned subsidiary of Loews. In connection with the initial public offering, we entered into agreements with Loews pursuant to which Loews agreed to provide certain management, administrative and other services to us and certain other obligations were assumed by the parties. These agreements, which are described below, were not the result of arm’s length negotiations between the parties.

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“Board Committees—Audit Committee,”,” 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 auditor. In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the company’s audited financial statements for the year ended December 31, 20172018 with the company’s management and independent auditor. The Audit Committee has also discussed with the company’s independent auditor the matters required to be discussed by Auditing Standard No. 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 auditor 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 auditor’s communications with the Audit Committee concerning independence, and has determined that the provision ofnon-audit services provided by the auditor is compatible with maintaining the auditor’s independence.

The members of the Audit Committee rely without independent verification on the information provided to them by management and the independent auditor 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 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 auditor 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, 2017,2018, 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, 2017.2018.

This Compensation Discussion and Analysis describes our executive compensation program for 2017.2018. In particular, it explains how our Compensation Committee made its compensation decisions for 20172018 for our executive officers identified in the following table, consisting of our CEO, acting Chief Financial Officer (which we refer to as CFO), former CFO and three other most highly compensated executive officers as of December 31, 2017.2018. We refer to the below group of executive officers collectively as our “named executive officers.”

Executive Summary

With one exception described below, the objectives and major components of our executive compensation program did not materially change from 20162017 to 2017.2018. 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.

At our annual meeting of stockholders held in May 2017,2018, 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 85% of the votes cast on the proposal voted in favor of our compensation practices and policies. After our 20172018 annual meeting, our Compensation Committee considered these results of thesay-on-pay vote in its review of our compensation policies. Our general goal since our 20172018 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 2017.2018.

In addition, because an annualsay-on-pay vote allows our stockholdersWith the exception of increases related to provide input on our compensation policies and programs on a regular basis and because our stockholders voted in anon-binding advisory(say-on-frequency) vote held at our 2011 and 2017 annual meetings in favor of our holding asay-on-pay vote every year, we have held asay-on-pay vote every year since 2011.

Basepromotions, base salaries for our named executive officers did not increase in 2017,2018, and we do not plan to increase base salaries for our named executive officers for 2018.2019. Since 2015, depressed market conditions in the oil and

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gas industry have caused us to undertake numerous cost-cutting measures, including substantialreductions-in-force as well as general freezes on salary increases and new hiring.

In recognition of the critical need to retain key company leaders who are instrumental to achieving our business and strategic plans, particularly in depressed market conditions, in January 2017 our Board adopted an

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 Woll and Youngblood.Woll. The 2017 Retention Plan providesprovided 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 mustwas 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 2018 retention payments were paid to Messrs. Edwards and Woll in February 2018 and if earned,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 retention paymentsextension, Mr. Woll will be paid in a lump sum in cash on or before March$750,000 during the first quarter of 2020 if he remains actively employed through January 1, 2019. Mr. Youngblood resigned from our company on December 1, 2017; as a result, no Retention Plan payments were made to Mr. Youngblood2020 and he is no longer a participating executive inmeets the Retention Plan.other conditions for the payment.

Payments under our annual cash incentive planawards for 20172018 reflected our company’s performance and level of achievement of our 20172018 plan performance goals. As discussed further in this proxy statement under the heading“Annual Cash Incentive Compensation Awards,,” our 20172018 adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (which we refer to as EBITDA) exceeded the target adjusted EBITDA established at the beginning of 20172018 for our 20172018 annual cash incentive awards, despite the negative impact on our business from the steep decline in oil prices, and the continued dramatic reduction in capital spending by our oil and gas customers.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 20172018 were generally comparable to 20162017 and other recent years where we exceeded the applicable incentive plan target performance criteria.

When Mr. Youngblood left our company,previous CFO resigned, Scott L. Kornblau, our Vicethen-Vice President and Treasurer, was appointed as our acting CFO until we appoint a permanent CFO. In recognition of his increased duties and responsibilities as acting CFO, Mr. Kornblau has received a supplemental paymentpayments of $17,000 for each month that he servesserved in such interim capacity. Mr. Kornblau was appointed Senior Vice President and CFO on July 1, 2018.

On April 1, 2017,2018, each of our named executive officers received an award of restricted stock units, or RSUs.RSUs, and long-term cash incentive awards. The RSUs awardedand long-term cash incentive awards granted to our CEO in 20172018 vest solely upon the level of attainment against a designated three-year financial performance goal. Most of the RSUs awardedand long-term cash incentive awards granted to our other named executive officers in 20172018 vest upon the level of attainment of the same three-year financial performance goal, and the remainder of the RSUs awardedand long-term cash incentive awards granted to our other named executive officers time-vest over a three-year period (half of the time-vesting RSUs vest on the second anniversary oftwo years after the grant date and half of the time-vesting RSUs vest on the third anniversary ofthree years after the grant date). The RSU and long-term cash incentive award agreements for all named executive officers obligate the officer to comply with certain restrictive covenants, including obligations of confidentiality,non-solicitation and noncompetition.

Objectives and Compensation PhilosophyProgram Objectives

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

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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 compensation objectives, policies and practices. Our Compensation Committee considers individual performance factors, including the Compensation Committee’scommittee’s view of the individual’s performance, 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-completed fiscal year.

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, bonus payments, equity awards and increases in base salary for our executive officers other than himself.him. No executive officer is involved in determining any element of his or her own salary, cash incentive award, 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.

At least once a year, the Compensation Committee reviews the compensation of Mr. Edwards and, following discussions with the Chairman of the Board, considers any necessary adjustments to his compensation level. 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 levels of compensation that reflect their individual responsibilities 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 should be internally 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 byofcomparably-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

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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.

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.

Elements of Compensation

In 2017,2018, the principal components of compensation for our named executive officers were:

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 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. 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, 2017,January 1, 2019, our CEO’s annual base salary was 130%approximately 94% higher than the annual base salary for the next highest-paid named executive officer and 169%approximately 130% higher than the average annual base salary for all of our other named executive officers (excluding Mr. Youngblood, who resigned from our company prior to December 31, 2017).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.budgetary issues. Since 2014, however, crude oil prices have declined significantly and oil markets have been volatile and unpredictable. The depressed fundamentals in the oil and gas industry caused most independent and national oil companies and

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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 significantreductions-in-force as well asand freezes on broadgeneral salary increases and new hiring. Consistent with those measures, with the exception of increases resulting from promotions, base salaries for our named executive officers were not increased during 2017,2018, and we do not plan to increase executive base salaries for 2018.2019.

When Mr. Youngblood left our company,previous CFO resigned, Scott L. Kornblau, our Vicethen-Vice President and Treasurer, was appointed as our Acting CFO until we appoint a permanentacting CFO. In recognition of his increased duties and responsibilities as acting CFO, Mr. Kornblau has received a supplemental salary paymentpayments of $17,000 for each month that he servesserved in such interim capacity.

Cash Incentive Compensation Awards

The following discussion of our Incentive Compensation Plan Mr. Kornblau was appointed Senior Vice President and cash incentive awards describes the Incentive Compensation Plan as in effectCFO on December 31, 2017. In MarchJuly 1, 2018, and the Compensation Committee amended and restated our Incentive Compensation Plan effective as ofapproved an increase in Mr. Kornblau’s annual base salary from $222,784 to $410,000, to reflect the promotion.

On January 1, 20182019, Ronald Woll was promoted from Senior Vice President and adopted new forms of incentive award agreements underChief Commercial Officer to Executive Vice President and Chief Commercial Officer, and the plan. Our executive compensation programCompensation Committee approved a corresponding increase in annual base salary for 2017, however, utilized theMr. Woll from $435,435 to $515,630.

Annual Cash Incentive Compensation Plan as in effect on December 31, 2017 as described below.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 incentive award payments on average will tend to be generally higher. Likewise, when our financial performance is low as compared to our internal targets, cash incentive award 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 theyear-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’s

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individual’s performance and the committee’s exercise of negative discretion). For 2017,2018, the Compensation Committeecommittee established an annuala performance goal for executive officers under our Incentive Compensation Planthe plan expressed as an amount of target adjusted EBITDA for 2017.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 and establishes a clear and consistent link between our executive officer cash 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 20172018 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 2017,2018, plus or minus, as applicable, the following to the extent excluded in calculating such consolidated net income:

in each case excluding (i) the effects during 2017 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 2017,2018, the Compensation Committee approved for our executive officers (including our CEO) a 20172018 target adjusted EBITDA goal under our Incentive Compensation Plan of $319$271 million. The target adjusted EBITDA goal established for 20172018 was lower than the target goal applicable to 20162017 as a result of the continuing negative impact on our business caused by the steep decline in oil prices.prices and customer capital spending and the market oversupply of offshore drilling rigs. For all participating executive officers other than Mr. Edwards, the maximum amount of each plan performanceannual cash incentive award for 20172018 was determined using the following formula approved by the Compensation Committeecommittee during the first calendar quarter of 2017:2018:

A x D

(B + C)/2

A = Eligible Annual Base Salary for 20172018

B = $319,000,000$271,000,000 (target adjusted EBITDA for 2017)2018)

C = $707,000,000$561,000,000 (actual adjusted EBITDA for 2016)2017)

D = Actual Adjusted EBITDA for 20172018

but in any event the 2018 annual cash incentive award could not exceed the officer’s eligible annual base salary for 2018.

In recognition of his leadership role in setting company policy and strategic planning, during the first calendar quarter of 20172018 the Compensation Committee determined that Mr. Edwards’ annual cash incentive award for 20172018 would be calculated differently than other executive officers. Mr. Edwards was eligible to receive an annual cash incentive award of up to $500,000 upon achievement of 50% of the target goal, up to $1,500,000 upon achievement of the target goal and a maximum of up to $2,500,000 upon achievement of 150% or more of the target.target goal.

When determining Incentive Compensation Planannual cash incentive awards for our executive officers (including Mr. Edwards), the Compensation Committee 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 2017,2018, 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.

In February 2018,2019, the Compensation Committee determined that, for purposes of consideration of 20172018 annual cash incentive awards, under our Incentive Compensation Plan, we achieved approximately $561 million of adjusted EBITDA in 2017.for 2018 of approximately $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. In each case, the Compensation Committeecommittee exercised its business judgment to apply negative discretion to authorize incentive compensation awards for 2017 in amounts that were significantly less than the maximum amounts available for awards. AwardsAnnual cash incentive awards for 2017 authorized and approved under our Incentive Compensation Plan2018 were paid in February 2018.2019. The“Non-Equity Incentive Plan Compensation”Compensation” column of the20172018 Summary Compensation Table below reflects the annual cash incentive awards that our named executive officers received for 2017.2018.

In addition to overall company performance, when considering the 2017 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 award paid to Mr. Edwards, among the factors the committee took into consideration was Mr. Edwards’ effective leadership in achieving positive financial results in a challenging market and our achievement of several important strategic objectives during the year, such as increasing operating efficiency and safety and developing and modifying strategic plansinnovations to correspond toreduce the changing market. When considering the award paid to Mr. Roland, the committee considered his contributions and leadership in achieving strategic objectives and positive litigation results during the year. When considering the award paid to Mr. Roth, the committee considered his leadership in improving operating fleet efficiency and managing important customer relationships.cost of offshore drilling projects. When considering the award paid to Mr. Woll, among the factors that the committee considered were his leadership in progressing corporate development strategies and his successful efforts in pursuing new rig contract opportunities. When considering the award paid to Mr. Kornblau, the committee considered his leadership and efforts in managing and improving our liquidity position. When considering the award paid to Mr. Roland, the committee considered his contributions and leadership in achieving positive litigation results during the year. When considering the award paid to Mr. Roth, the committee considered his leadership in improving operating fleet efficiency and managing important customer relationships.

If any participant under our Incentive Compensation Plan ceases to be employed by us before the end of a performance period (other than due to retirement or disability, in each case as defined in the plan, or death), the participant will not be eligible to receive an award for that performance period unless payment is required by the terms of an applicable employment agreement or 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 prorated to the date of cessation of employment.

Executive 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 market conditions.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 the Retention Planplan to three company executives designated byMessrs. Edwards and Woll. In accordance with the committee. Under the2017 Retention Plan, in February 2018 we paid each participating executive who remained actively employed through January 1, 2018Messrs. Edwards and Woll a lump sum retention payment in cash, and in February 2019 we will make anotherpaid each of them a second lump sum retention payment to each participating executive if the executive remains actively employed through January 1, 2019.in cash. To qualify for a payment, the executive must alsopayments, the executives were required to remain actively employed by us through the respective 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. If earned,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 as the 2017 Retention Plan. Pursuant to the 2019 retention

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paymentsextended arrangement, Mr. Woll will be paid $750,000 in a lump sum in cash on or before Marchduring the first quarter of 2020 if he remains actively employed through January 1, 2019. Under2020 and meets the Code, amounts paid underother conditions for the Retention Plan would not qualify as performance-based compensation and deductibility of such amounts may be limited. Upon adoption of the Retention Plan, the participating executives were:

the table

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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 2017,2018, “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 excluded 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 2017,2018, “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 2017,2018, 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 the occurrence of any of the following events: (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 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 Mr. Edwardshim as our employee; (iv) any failure to maintain Mr. Edwardshim as President and Chief Executive Officer prior to the RSU vesting date; (v) any reduction in base salary or target annual incentive cash awardbonus opportunity prior to the RSU vesting date; (vi) any failure by us to

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nominate Mr. Edwardshim as a director at each election prior to the RSU vesting date; or (vii) any failure by us to obtain the assumption in writing of our obligation to perform the RSU 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 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. The RSU award agreement and the long-term cash incentive award agreement also obligatesobligate Mr. Edwards to comply with certain restrictive covenants, including obligations of confidentiality, a prohibition on solicitation of our employees for a period of two years after termination of employment and a prohibition on competition for a period of one year after termination of employment.

Award of RSUs and Long-Term Cash Incentives to Other Named Executive Officers in 20172018. In April 2017,2018, ournon-CEO named executive officers were awarded RSUs.granted RSUs and long-term cash incentive awards. The majority of the RSUs awardedand long-term cash incentive awards granted to those named executive officers will cliff vest under the same performance standards and percentage caps applicable to the RSUs awardedand long-term cash incentive awards granted to Mr. Edwards in 2017,2018, and a smaller number of RSUs and long-term cash incentive awards will separately time-vest after(half two years after the grant date and half three years.years after the grant date). The target number of RSUs awarded to each of these officers in April 2018 was determined based on the VWAP and a designated

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

The target value of performance-vesting long-term cash incentive awards and the value of time-vesting long-term cash incentive awards granted to each of these officers 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 Code.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 20172018 we matched 100% of the first 5% of each participant’s compensation 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 the2017 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.

Risk Management Considerations

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

We do not have employment agreements with any of our named executive officers. In connection with his hire as our CEO, in 2014 we entered into an employment agreement with Mr. Edwards that commenced in March 2014 and continued until December 31, 2016, when the agreement expired by its terms. Consistent with our policy of not utilizing employment agreements for executives, Mr. Edwards’ agreement was not extended or renewed after it expired, and he is continuing his employment as our CEO without an employment agreement in effect.

Deductibility of Compensation for Tax Purposes

Prior to implementation of the Tax Cuts and Jobs Act of 2017, U.S. tax rules generally limited the deductibility of compensation paid to our named executive officers to $1 million per person per year unless such compensation is performance-based. The Tax Cuts and Jobs Act repealed the performance-based exception to the limit on deductible compensation unless the compensation is paid under a written binding contract that was in effect on November 2, 2017, and is not materially modified after that date. We prefer to structure our incentive compensation arrangements in a manner that maximizes the deductibility of the compensation we pay. However, we reserve the discretion to pay compensation that does not qualify for a deduction under the Code. For example, payments made to participating executive officers under the Retention Plan would not qualify as performance-based compensation under 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 fromnon-compliance.

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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

20172018 Summary Compensation Table

The following table summarizes the compensation of our named executive officers for 2017,2018, using the disclosure rules required by the Commission.SEC. Mr. Roth was hired as our Senior Vice President—Worldwide Operations on December 1, 2016. When our previous CFO resigned, Mr. YoungbloodKornblau, our then-Vice President and Treasurer, was hiredappointed as our acting CFO on December 1, 2017, and was promoted to Senior Vice President and Chief Financial Officer in May 2016on July 1, 2018.

and 2016 and 2015 represent the grant date fair value of RSUs granted to him pursuant to his employment agreement then in effect and our Equity Planthe named executive officer on April 1, 20162017 and April 1, 2015,2016, respectively, based on the volume-weighted average price per share of our common stock on the NYSE for the 10 consecutive trading days immediately preceding the date of grant, which we refer to as VWAP. Theapplicable. In each case, a target number of performance-vesting RSUs was granted to Mr. Edwards in 2016 was 155,857, which wasthe named executive officer, determined based on a target grant date value of $3,500,000 divided by $22.46 per share, which wasand the VWAP applicable to that grant. The targetVWAP. In addition, a number of time-vesting RSUs was granted to named executive officers other than Mr. Edwards, in 2015 was 110,791, which was determined based on a target grant date value and the VWAP.

The number of $3,000,000RSUs awarded to each of the named executive officers in accordance with his employment agreement then in effect, divided by $27.08 per share, which was the VWAP applicable to that grant.

applicable performance goals would be 10,507 RSUs, 16,352 RSUs and 11,548 RSUs, respectively, and the grant-date value of the awards of performance-vesting RSUs to Mr. Roland in 2018, 2017 and 2016, assuming the highest level of performance conditions were achieved and the maximum number of performance-vesting RSUs would vest, would have been an estimated $152,246, $271,607 and $248,744, respectively. Under the terms of the RSU award agreements for the performance-vesting RSUs awarded to Mr. Roth in 2018 and 2017, the maximum number of performance-vesting RSUs that could vest regardless of how far our company exceeded the applicable performance goals would be 8,537 RSUs and 16,352 RSUs, respectively, and the grant-date value of the awards of performance-vesting RSUs to Mr. Roth in 2018 and 2017, assuming the highest level of performance conditions were achieved and the maximum number of performance-vesting RSUs would vest, would have been an estimated $123,701 and $271,607, respectively.

For a discussion of the valuation assumptions for the RSU awards, see Note 4,5,Stock-Based Compensation,, in to our Notes to Consolidated Financial Statementsaudited consolidated financial statements for the fiscal year ended December 31, 2018 included in our Annual Report on Form10-K forfiled with the year ended December 31, 2017.SEC on February 13, 2019.

Option Awards ColumnNon-Equity Incentive Plan Compensation Column.. In recent years prior to 2015, we awarded SARs to our named executive officers other than our CEO. SARs represent the right to receive stock or All payments of annual 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. The pastincentive awards of SARs 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, a special 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.

All of the amounts in the “Option Awards” column reflect the aggregate grant-date fair value of SARs (excluding any impact of assumed forfeiture rates) awarded under our Equity Plan, computed in accordance with FASB ASC Topic 718. In each case, the SARs vest over a period of four years and have a term of 10 years. For a discussion of the valuation assumptions for the awards, see Note 4,Stock-Based Compensation, in our Notes to Consolidated Financial Statements included in our Annual Report on Form10-K for the year ended December 31, 2017. Each grant of SARs was made at an exercise price equal to fair market value on the date of grant, which is defined in our Equity Plan as the mean between the highest and lowest reported sales price per share of our common stock on the NYSE on the trading day immediately preceding the date of grant. As a result, the exercise prices for the SARs equal or exceed the fair market value per share of our common stock on the date of grant as so defined. The SARs we awarded in 2014 were approved in the first quarter of 2014 but granted in four quarterly increments over the course of the year, the first grant being in April 2014 and the last grant being in January 2015. No additional SARS were granted to our named executive officers in 2015, and no SARS were granted to our named executive officers in 2016 or later years. The SARs included in the “Option Awards” column for 2015 consist of the quarterly increment approved in the first quarter of 2014 but granted in January 2015. As of December 31, 2017, all of the SARs granted to the named executive officers in 2015 and prior years were in fact underwater and therefore had no realizable value.

Other Columns. In recognition of Mr. Kornblau’s increased duties and responsibilities as Acting CFO, Mr. Kornblau has received a supplemental payment of $17,000 for each month that he serves in such capacity. Mr. Kornblau’s salary reported for 2017 includes a supplemental salary payment of $17,000.

All payments ofnon-equity incentive plan compensation reported for 20172018 were made in February 20182019 with regard to the 20172018 fiscal year and were earned and paid pursuant to our Incentive Compensation Plan.

See“Compensation Discussion and Analysis—Long-Term Stock-Based and Cash-Incentive Awards” for a description of long-term cash incentive awards granted to named executive officers in 2018.

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All Other Compensation Column.The amounts shown in the “All Other Compensation” column consist of the following:

20172018 All Other Compensation Table

2017Under 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 fully vested in all amounts paid into the plan. The following table summarizes 2018 nonqualified deferred compensation of our named executive officers under our SERP.

2018 Nonqualified Deferred Compensation