DIAMOND OFFSHORE DRILLING, INC.

March 30, 202328, 2024

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of Diamond Offshore Drilling, Inc. to be held atin Boardroom A of the company’s headquartersCustomer Connection Center located at 15415 Katy Freeway,757 N. Eldridge Parkway, Houston, Texas 77094,77079, on Wednesday,Thursday, May 10, 2023,9, 2024, at 8:30 a.m. local time. Details regarding the meeting are provided in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. We urge you to read this information carefully.

We would like to highlight several of the waysachievements of our Board of Directors and management team have been working on your behalf this past year:during 2023:

Continuing a Tradition of Operational ExcellenceExcellence:: During Extending a trend we started in 2022, we were awarded significant new work fromduring 2023 our customers at improving dayrates, adding $1.3 billionawarded us approximately $485 million of new backlog including a new contract that allowed us to reactivate our ultra-deepwater harsh environment semisubmersible Ocean GreatWhite.at improving dayrates. In addition, in 20222023 we continued operatingsafely completed five shipyard projects, while continuing to deliver industry-leading operational excellence for our customers.

Improving Balance Sheet: In 2023, we completed a refinancing transaction that resulted in our issuance of $550 million of senior secured second lien notes at high levels of fleet utilizationa materially lower interest rate and operating efficiency, while achievinglater maturity date than our best safety performance in the last four years.previously outstanding debt as well as an amended $300 million revolving credit facility. Our balance sheet is now stronger with an improved liquidity position, more financial and operational flexibility and with debt maturities extended to 2030.

Robust Stockholder Engagement: In March 2022, we relisted our shares of common stock on the NYSE and expanded our stockholder engagement efforts, meeting with a broad range of stockholders and investors throughout the year. After relisting, our stock price appreciated by more than 38% during the remainder of 2022 and by approximately 49% through our March 14, 2023 annual meeting record date.

Evolving Board CompositionComposition:: Our Board is focusedcontinues to focus on maintaining a favorable balance of leadership, diverse perspectives, relevant strategic skill sets and professional experience. SevenSix of our eight currentseven directors (and both of our director nominees for election at the annual meeting) are independent. Diversity at our company is ever evolving, and our Board is leading by example. Two years ago,In 2021, our Board did not include any gender, racial or ethnic diversity. Now, over 37%one-third of the independent directors serving on our Board are either female or racially or ethnically diverse. In addition, in 2023, in furtherance of our commitment to stockholder rights and strong governance, at the annual meeting we are proposing to amendamended our Certificate of Incorporation to declassify our Board.Board, so that directors will be elected for one-year terms each year.

Focus on Operating Responsibly and SustainablySustainably:: Both the Our Board and the Nominating, Governance and Sustainability Committee of the Board are focused on providingprovides strong oversight of the company’s corporate responsibility efforts. DuringThe first step in this process occurred in 2022, the companywhen we published our first Sustainability Report on our company website and made progress in reducing our fuel usage and the carbon footprint of our rigs. In 2023, we published an updated Sustainability Report, reported further sustainability advancements, including real-time emissions monitoring on several of our drilling rigs, improved our cybersecurity defenses and issued a new Human Rights Policy. We intend to improve in this important area each year.

On behalf of the Board and management, we appreciate your trust, support and participation.

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DIAMOND OFFSHORE DRILLING, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 10, 20239, 2024

The annual meeting of stockholders of Diamond Offshore Drilling, Inc. will be held at the officein Boardroom A of the companyCustomer Connection Center located at 15415 Katy Freeway,757 N. Eldridge Parkway, Houston, Texas 77094,77079, on Wednesday,Thursday, May 10, 2023,9, 2024, at 8:30 a.m. local time, for the following purposes, as more fully described in the accompanying proxy statement:

Our stockholders of record at the close of business on March 14, 202315, 2024 are entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements. 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 meeting in person, please vote as promptly as possible using the Internet or telephone as instructed on your enclosed proxy card, or, if you received a paper copy of the proxy materials, by signing, dating and returning the proxy card. The Board of Directors recommends a vote FOR each of the Class IItwo director nominees recommended by your Board on the proxy card, FOR the resolution approving executive compensation and FOR the ratification of the appointment of Deloitte & Touche LLP as our independent auditor for fiscal year 2023 and FOR the amendments to our Certificate of Incorporation to declassify our Board. In addition, our Board recommends to hold an advisory vote on executive compensation EVERY YEAR.2024.

March 30, 202328, 2024				By Order of the Board of Directors,
				David L. Roland
				Senior Vice President, General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be Held on May 10, 2023:9, 2024:

Our proxy statement, proxy card and 20222023 annual report are available at www.proxydocs.com/DODO..

Table of Contents

DIAMOND OFFSHORE DRILLING, INC.

PROXY STATEMENT SUMMARY

For the Annual Meeting of Stockholders

to be held on May 10, 20239, 2024

This summary is included to provide an introduction and overview of certain of the information in this proxy statement. This is a summary only and does not contain all of the information we have included in this proxy statement. You should refer to the full proxy statement for more information about us and the proposals you are being asked to consider.

ABOUT DIAMOND OFFSHORE

Diamond Offshore Drilling, Inc. (which we refer to in this proxy statement as we, our, us, Diamond Offshore, our company or the company) is a leader in offshore drilling, providing innovation, thought leadership and contract drilling services to solve complex deepwater challenges around the globe. We provide contract drilling services to the energy industry with a fleet of 1412 floater rigs (four owned drillships, eightseven owned semisubmersibles and twoone managed rigs)rig). Additional information is available at http://www.diamondoffshore.com/.

DIRECTOR NOMINEES*NOMINEES

SinceAfter our emergence from our Chapter 11 reorganization in April 2021, our Board of Directors (or Board) has beenwas classified into three staggered classes, designated as Class I, Class II and Class III, with one class of directors standing for election each year. Upon the recommendation of the Nominating, Governance and Sustainability Committee (or the NG&S Committee),In 2023, the Board adopted subject to stockholder approval atand our 2023 annual meeting of stockholders (which we refer to as the Annual Meeting),approved amendments to our Certificate of Incorporation to declassify the Board and institute annual elections of directors on a phased-in basis. See “Approvalbasis over a period of Amendmentsthree years and three annual meetings of stockholders, beginning with the 2024 annual meeting of stockholders (which we refer to our Certificateas the Annual Meeting) and concluding at the 2026 annual meeting of Incorporationstockholders. Directors elected at or after the Annual Meeting will be elected to Declassify ourone-year terms expiring at the next annual meeting of stockholders following their election. However, the term of any director elected or appointed to the Board (Proposal No. 5).”before the Annual Meeting continues to be approximately three years. Similarly, any director elected or appointed to fill a vacancy opened by the departure of a director serving a classified term will serve the remainder of the departed director’s term. Declassification of the Board will be complete at the conclusion of the 2026 annual meeting of stockholders, and, as of that year and going forward, all directors will serve one-year terms.

Our current Class IIIII directors serve for a term expiring at the Annual Meeting, and oneboth of our current Class IIIII directors hashave been nominated to stand for re-election at the Annual Meeting to serve untila term of one year expiring at the annual meeting of stockholders to be held in 2026. The other Class II director nominee for election at the Annual Meeting does not currently serve on our Board.2025. The director nominees for the Annual Meeting are set forth below:

Key: COB – Chairman of the Board; Chair – Committee Chairman

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INDEPENDENCE; CURRENT GENDER AND RACE BOARD DIVERSITY

20222023 CORPORATE GOVERNANCE PRACTICES

We believe that strong corporate governance is essential and supports the long-term success of our business. Our Board and its committees help set the tone for our company, and our management devotes time and attention to matters of corporate responsibility, including environmental, social and governance (or ESG) matters. Our Nominating, Governance and Sustainability Committee (or the NG&S CommitteeCommittee) has primary oversight for our ethics and governance efforts. We strive to implement corporate governance policies and structures that reflect best practices, including:

20222023 COMPENSATION PROGRAMS AND PRACTICES

At our 20222023 annual meeting of stockholders, our company received strong support for our executive compensation programs, with 92%over 98% of votes cast approving, on an advisory basis, our executive compensation.

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program that we believe is thoughtful, consistent and aligns with the company’s business strategies. We generally strive to align pay with company performance and to link the majority of pay for executives to long-term business strategies and key priorities. We measure incentive performance against challenging goals that are aligned with our key business priorities. We discourage imprudent risk taking by avoiding undue emphasis on any one metric or short-term goal.

Certain other key features of our executive compensation program include:

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, including the letter to stockholders, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (or the Exchange Act). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. These types of statements are based on current expectations about future events and inherently are subject to a variety of assumptions, risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those expected, projected or expressed in forward-looking statements, and we can give no assurance that they will prove to be correct or that any plan, initiative, projection, target, goal, commitment or expectation can or will be achieved. Actual results may vary materially from those indicated or anticipated by such forward-looking statements. For a more detailed discussion of important factors that could cause actual results to differ materially from our expectations or results discussed in the forward-looking statements, see the information under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Form 10-K filed with the Securities and Exchange Commission (or the SEC), which is available on the SEC’s website at www.sec.gov or in the “Investors” section on our website at www.diamondoffshore.com. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations or beliefs with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based.

The preceding Internet addresses 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 (or at other websites linked to our website) is intended or deemed to be incorporated by reference in this proxy statement.

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DIAMOND OFFSHORE DRILLING, INC.

PROXY STATEMENT

For the Annual Meeting of Stockholders

to be held on May 10, 20239, 2024

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these materials, and when and where will the meeting be held?

Our Board is providing you these proxy materials in connection with the Board’s solicitation of proxies for our Annual Meeting to be held at the officein Boardroom A of the companyCustomer Connection Center located at 15415 Katy Freeway,757 N. Eldridge Parkway, Houston, Texas 77094,77079, on Wednesday,Thursday, May 10, 2023,9, 2024, commencing at 8:30 a.m. local time, and any adjournments and postponements of the Annual Meeting. This proxy statement summarizes information related to your vote at the Annual Meeting.

We intend to begin mailing proxy materials on or about March 30, 2023.28, 2024. Whether or not you plan to attend the Annual Meeting, you may submit a proxy to vote your shares by the Internet, phone or mail as described below.

If it is not possible or advisable to hold the Annual Meeting in person as planned, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the Annual Meeting solely by means of remote communication. Any such change, including details on how to participate and vote in a remote Annual Meeting, would be announced in advance, and details would be posted on our website at www.diamondoffshore.com and filed with the Securities and Exchange Commission (or the SEC).SEC. It is important that you retain a copy of your Control Number found on the proxy card or voting instruction form, as such number will be required to gain access to any remote Annual Meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.

What is the purpose of the Annual Meeting, and how does the Board of Directors recommend that I vote?

At the Annual Meeting, you and our other stockholders entitled to vote at the Annual Meeting are requested to vote on the following proposals:

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Who is soliciting my proxy?

Our Board is soliciting proxies on our behalf using the enclosed proxy card to be voted at the Annual Meeting. All costs of soliciting the proxies will be paid by the company. Copies of solicitation materials will be furnished to banks, brokers, nominees and other fiduciaries and custodians to forward to beneficial owners of our common stock held by such persons. We will reimburse such persons for their reasonable out-of-pocket expenses in forwarding solicitation materials. In addition to solicitations by mail, some of the company’s directors, officers and other employees, without extra compensation, might supplement this solicitation by telephone, personal conversation or other communication.

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 14, 2023,15, 2024, the record date for the Annual Meeting (or the Record Date), or the holders of their valid proxies may attend and vote at the Annual Meeting. A list of our stockholders will be available for review at our executive offices in Houston, Texas during ordinary business hours for a period of 10 days prior to the meeting. Each person attending the Annual Meeting may be asked to present a photo ID before being admitted to the meeting. In addition, stockholders who hold their shares through a broker or nominee (i.e., in street name) should be prepared to provide proof of their beneficial ownership, such as a brokerage statement showing their ownership of shares as of March 14, 2023.15, 2024.

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. At the close of business on the Record Date, there were 101,416,965102,466,864 shares of our common stock outstanding and entitled to vote. Common stock is our only class of stock entitled to vote at the Annual Meeting.

What constitutes a quorum?

The presence at the Annual Meeting, whether 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.

How do I vote?

Stockholders of Record: Shares Registered in Your Name

If you are a stockholder of record, there are several ways for you to vote your shares. Whether or not you plan to attend the Annual Meeting, we urge you to vote by the enclosed proxy card prior to the Annual Meeting to ensure that your vote is counted.

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Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with proxy materials from that organization rather than directly from us. Please check with your bank, broker or other agent and follow the voting instructions they provide to vote your shares. Generally, you will have three options for returning your proxy.

If you receive multiple proxy cards from the company or your broker, bank or other agent, this usually indicates that your shares are held in more than one account, such as two brokerage accounts and are registered in different names. You should complete and return each of the proxy cards to ensure that all of your shares are voted. 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.

How will my shares be voted if I do not specify how they should be voted?

If you are a stockholder of record and you indicate when voting in person, on the Internet or by telephone that you wish to vote as recommended by the Board, then your shares will be voted at the Annual Meeting in accordance with the Board’s recommendation on all matters presented for a vote at the Annual Meeting. Similarly, if you sign and return the enclosed proxy card but do not indicate how you want to vote your shares for a particular proposal or for all proposals, then for any proposal for which you do not so indicate, your shares will be voted in accordance with the Board’s recommendation.

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then the organization that holds your shares may generally vote your shares in its discretion on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the Inspector of Election referred to below that it does not have the authority to vote on that matter with respect to your shares. This is generally referred to as a “broker non-vote.”

If any other matter is presented at the Annual Meeting, your proxy will vote in accordance with his or her best judgment. As of the date of this proxy statement, we know of no matters that need to be acted on at the Annual Meeting other than those discussed in this proxy statement.

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

Votes will be tabulated and certified by our Inspector of 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 that are present at the Annual Meeting but not voting. We plan to announce preliminary voting results during the Annual Meeting and to publish the final results in a current report on Form 8-K following the Annual Meeting.

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

Election of Directors. A plurality of the votes cast is required for the election of directors. Accordingly, the two valid nominees for election as Class II directors at the Annual Meeting who receive the most “For” votes among votes properly cast for election will be elected.

Frequency of Future Advisory Votes on Executive Compensation. For the advisory vote on the frequency of future advisory votes on executive compensation (Proposal No. 3), the option of every one year, every two years or every three years that receives the highest number of votes cast will be the recommendation of the stockholders considered by the Board.

Declassification of Board. The affirmative vote of the holders of at least 2/3 of the shares of common stock issued and outstanding as of the Record Date is required to approve the amendments to our Certificate of Incorporation to declassify the Board (Proposal No. 5).

Votes Required to Adopt Other Proposals. The affirmative vote of shares of common stock representing a majority of the votes cast (excluding abstentions and broker non-votes) by the holders of shares present and entitled to vote on the matter is required to approve each of the other proposals to be voted on at the Annual Meeting.

How are abstentions and broker non-votes counted?

Abstentions and broker non-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 and broker non-votes will have the same effect as a vote “against” the proposal to amend our Certificate of Incorporation to declassify the Board. Shares that are voted to abstain and broker non-votes will not be counted as votes cast and, therefore, will have no effect on the outcome of the voting for directors or the outcome of the voting for any other proposal.

Conduct of the Meeting

The Chairman has broad responsibility and legal authority to conduct the Annual Meeting in an orderly and timely manner. This authority includes establishing rules of conduct and procedures for stockholders who wish to attend the meeting. In fairness to all stockholders in attendance, and in the interest of conducting a fair,

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addressed during the meeting. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. We will not address any questions that are not appropriate or relevant for the Annual Meeting, which could include, among other things, questions that we determine are:

If a stockholder has questions that are not answered during the meeting, the stockholder can contact the company’s Investor Relations Department at (281) 647-4035 or ir@dodi.com after the Annual Meeting.

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STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS

The following table shows certain information as of March 1, 20232024 as to all persons who, to our knowledge, were the beneficial owners of 5% or more of our common stock, which was our only outstanding class of voting securities as of such date. The information provided below with respect to the stockholders has been furnished to us by or on behalf of the stockholders, and we have not sought to independently verify such information. All shares reported were owned beneficially by the persons indicated unless otherwise indicated below. Some percentage figures below have been rounded.

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ELECTION OF DIRECTORS

(Proposal No. 1)

Overview of Changes to our Board of Directors and Corporate Governance Structure since 2021

On April 26, 2020, we and 14Until the election of directors at our subsidiaries filed voluntary petitions for reorganization under chapter 11annual meeting of the United States Bankruptcy Codestockholders to be held in the United States Bankruptcy Court for the Southern District of Texas (or the Bankruptcy Court). On April 8, 2021, the Bankruptcy Court entered a written order in our chapter 11 reorganization confirming our Joint Plan of Reorganization (or our Joint Plan), and on April 23, 2021, our Joint Plan became effective and we emerged from bankruptcy. Effective upon our emergence, all of our existing directors resigned from the Board and all Board committees and the following six directors designated by our Ad Hoc Group of Senior Noteholders (as defined in our Joint Plan) were appointed to our Board: Neal P. Goldman, John H. Hollowell, Raj V. Iyer, Ane Launy, Patrick Carey Lowe and Adam C. Peakes.

In addition, effective upon our emergence in April 2021,2026, our Certificate of Incorporation and Bylaws were amended to, among other things, classify our Board into three staggered classes, designated as Class I, Class II and Class III, with one class of directors standing for election each year. The initial Class I directors served for an initial term that expired at our 2022 annual meeting of stockholders and, following the recommendation of our NG&S Committee, each of the initial Class I directors was nominatedyear to stand for re-electionserve, except as a Class I director at the 2022 annual meeting and was re-elected to servedescribed below, until the annual meeting of stockholders to be held in the third year following the year of their election. The initial Class II directors serve for a term expiring at the Annual Meeting; and the initial Class III directors serve for a term expiring at the first annual meeting of stockholders following the Annual Meeting. Commencing with the Class I directors re-elected at our 2022 annual meeting, the successors of the class of directors whose term expires at each annual meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until each respective director’s successor is duly elected and qualified or his or her earlier death, resignation, disqualification or removal.

Effective on May 7, 2021, Bernie Wolford, Jr. was appointed as our President and CEO. On May 8, 2021, Mr. Wolford was appointed as a Class III member of our Board. In April 2022, our Board approved the addition of Benjamin C. Duster, IV to serve as a Class III director, effective on May 3, 2022. Our Board currently consists of the following directors:

UponOn May 10, 2023, our stockholders, upon the recommendation of the NG&S Committee, theour Board, adopted, subject to stockholder approval at the Annual Meeting,approved amendments to our Certificate of Incorporation to declassify theour Board and institute annual elections of directors on a phased-in basis. See “Approvalbasis over a three-year period, beginning with the Annual Meeting and concluding at our 2026 annual meeting of Amendmentsstockholders. Directors elected at the Annual Meeting and at each subsequent annual meeting of stockholders will be elected to one-year terms expiring at the next annual meeting of stockholders following their election. However, the term of any director elected or appointed to the Board before the Annual Meeting continues to be approximately three years. Similarly, any director elected or appointed to fill a vacancy opened by the departure of a director serving a classified term will serve the remainder of the departed director’s term. Declassification of the Board will be complete at the conclusion of our Certificate2026 annual meeting of Incorporation to Declassify our Board (Proposal No. 5).”stockholders, and, beginning that year, all directors will serve one-year terms.

Director Nominees

Our Board currently consists of eightseven directors. One of our current directors, Ane Launy, was not nominated for re-election at the Annual Meeting. Following the recommendation of our NG&S Committee, the

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Class II Director Nominees for Election at the Annual Meeting

Benjamin C. Duster, IV is Founder and CEO of Cormorant IV Corporation, LLC, a consulting firm specializing in operational turnarounds and organizational transformations. Since June 2022, Mr. Duster has also served as Chief Financial Officer of Mobile Technologies, Inc., an electronics and loss prevention company, where he is responsible for the Finance/Accounting, HR, IT and Administrative functions. Prior to founding Cormorant in 2014, Mr. Duster was a Senior Adviser at Watermark Advisors from 2006 to 2015, Partner at Masson & Company from 2001 to 2006, a Managing Director at Wells Fargo (Wachovia Securities) from 1997 to 2001 and a Vice President at Salomon Brothers Inc. from 1985 to 1997. Mr. Duster has served as (i) a director, Chair of the Audit Committee and member of the Strategic Review Committee of Republic First Bancorp, Inc., a publicly-traded commercial bank doing business as Republic Bank, since July 2022, (ii) a director, Chair of the Audit Committee and member of the Compensation Committee of Chesapeake Energy Corporation, a publicly-traded oil and gas producer, since February 2021, and (iii) a director, Chair of the Compensation and Human Resources Committee and a member of the Audit and Nominating and Governance Committees of Weatherford International plc, a publicly-traded oilfield services company, since 2020. Our Board has determined that Mr. Duster’s service on the Audit Committees of the above companies does not impair Mr. Duster’s ability to effectively serve on our Audit Committee.

Mr. Duster is an experienced professional with particular focus on operations, finance and strategic advisory and interim management, helping organizations assess and improve their execution effectiveness to ensure long-term sustainable value creation. His extensive experience on Wall Street, including in mergers and acquisitions and strategic advisory services in developed and emerging markets, provides our Board with valuable expertise and vision.

Bernie Wolford, Jr. has served as our President and CEO and as a director since May 2021. Prior to joining our company, Mr. Wolford served as the CEO and a director of Pacific Drilling S.A., a publicly-traded offshore drilling contractor, from November 2018 to April 2021. From 2010 to 2018, Mr. Wolford served in senior operational roles at Noble Corporation, another offshore drilling contractor, including five years as the company’s Senior Vice President – Operations. He began his career with Transworld Drilling Company in 1981 and has worked in numerous locations across the globe. Mr. Wolford is also a significant stockholder of Mass Technology Corporation, an independent service provider to the downstream refining and storage sector.

Mr. Wolford developed an extensive background in the global offshore drilling industry during his tenures at Pacific Drilling, Noble and Transworld 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. Wolford’s day-to-day leadership and involvement as our President and CEO provides him with personal direct knowledge and insight regarding our operations.

Class I Incumbent Directors

John H. Hollowell retired from Royal Dutch Shell in 2018, where he most recently served as the President and CEO of Shell Midstream Partners, L.P., a NYSE-listed company that owned, operated, developed and acquired pipelines and other midstream and logistics assets. Mr. Hollowell held numerous positions of increasing responsibility during his 38-year career with Shell, including serving as the Executive Vice President – Deepwater, responsible for Shell’s upstream business in the Gulf of Mexico and Brazil, Vice President – Production for Shell E&P Europe, where he was accountable for Shell’s offshore assets in the United Kingdom, Holland and Norway, and Vice President – Distribution for Shell’s downstream business, responsible for Shell’s fuel storage and distribution business globally. Since 2018, Mr. Hollowell has served on the board of managers for Beacon Offshore Energy, a privately-held independent E&P operator focused on deepwater Gulf of Mexico.

Mr. Hollowell’s extensive background in the global oil and gas industry while at Shell enables him to provide valuable advice to our Board on industry issues and customer perspectives. His broad experience and

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understanding of the worldwide energy services industry, including offshore exploration, provides additional insight for our Board.

Patrick Carey Lowe retired as the Executive Vice President and Chief Operating Officer at Valaris plc, a NYSE-listed offshore drilling contractor, in December 2019. Mr. Lowe served as Ensco’s Executive Vice President and Chief Operating Officer from 2015 until 2019, when Ensco merged with Rowan and the combined company was renamed Valaris. Mr. Lowe held numerous executive positions at Ensco, including Executive Vice President for investor relations, strategy and human resources; Senior Vice President of the eastern hemisphere; and Senior Vice President of engineering, capital projects and health, safety and the environment. Prior to joining Ensco, Mr. Lowe spent nearly 30 years in operational, engineering, human resources, and general management positions in the oil and gas industry, including general manager and hemisphere manager positions at Occidental Petroleum in Qatar and Latin America. Mr. Lowe began his career with Sedco, a U.S. drilling contractor that later became Sedco Forex under Schlumberger’s ownership. Since January 2020, Mr. Lowe has served on the board of directors of PHI Group, Inc., a provider of helicopter services for the oil and gas and aeromedical industries (or PHI). At PHI, Mr. Lowe serves as Chair of the Compensation Committee and member of the Audit Committee.

Mr. Lowe’s 40-year career in the oil and gas industry and as a former offshore drilling executive enables him to advise our Board on industry issues and perspectives. As a result of his extensive experience in oil and gas executive, corporate development and operational matters, Mr. Lowe provides the Board with expertise in industry corporate leadership, corporate planning and strategic development.

Adam C. Peakes has served as the President of the Hornblower Group, a privately-held company in the global travel and experiences industry, since October 2023, after serving as the Executive Vice President and Chief Financial Officer for the company since April 2022. From 2019 through April 2022, Mr. Peakes was the Executive Vice President and Chief Financial Officer for Merichem Corporation, a privately-held company focused on sulfur removal and spent caustic handling for companies in the midstream and downstream energy sectors. Prior to joining Merichem, Mr. Peakes served as the Senior Vice President and Chief Financial Officer of Noble Corporation, a NYSE-listed offshore drilling contractor, from 2017 to 2019. From 2011 to 2016, Mr. Peakes was a Managing Director and Head of Oilfield Services at Tudor, Pickering, Holt & Company, an investment banking firm. Mr. Peakes served on the board of directors of Trecora Resources, a NYSE-listed manufacturer of specialty petrochemical products and provider of custom processing services, including as Chair of the Audit Committee and a member of the Compensation Committee, from 2019 to June 2022, and on the board of directors of Petroserv Marine Inc., an offshore drilling contractor with operations in Brazil, Indonesia and India, from 2020 to March 2021.

Mr. Peakes’ background as a senior executive and chief financial officer and his experience in the oilfield services financial sector provide him the necessary skills to lead our Audit Committee. His extensive experience in financial leadership and services, strategic financial management and investment banking enables him to provide our Board with valuable insight and expertise. This experience and knowledge also qualify him to serve as the financial expert on our Audit Committee.

Class II Incumbent Directors

Patrice Douglas, age 60, is an attorney representing energy companies, financial institutions, municipalities and utilities on legal, regulatory and compliance matters. From 2011 to 2015, Ms. Douglas served on the Oklahoma Corporation Commission (or the OCC), which regulates all oil and gas drilling, utilities and telephone companies in the state, including as Chairman of the OCC beginning in 2012. She served as Executive Vice-President of First Fidelity Bank from 2008 to 2011, and as Senior Vice-President and then President of SpiritBank from 2004 to 2008. Ms. Douglas also served as Mayor of Edmond, Oklahoma from 2009 through 2011. Ms. Douglas has served as a member of the board of directors, Chair of the Nominating and Governance Committee and a member of the Audit Committee and Nominating and Governance Committee of Amplify Energy Corp., a NYSE-listed independent oil and gas company, since

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February 2021, and as a member of the board of directors of Midstates Petroleum Company, Inc., an oil and gas company and predecessor to Amplify Energy, from 2016 through 2019, where she also served as Chair of the Nominating and Governance Committee and then Chair of the Audit Committee. She also served as a member of the board of directors of Bank SNB from 2016 to 2018, including as a member of the Audit Committee, and as a member of the board of directors of Southwest BanCorp. from 2016 to 2019.

Ms. Douglas is a senior financial and legal executive with extensive experience in energy, banking and a broad range of other industries. Her unique professional and leadership abilities, including as a director and audit committee member, will provide our Board with valuable strategic and analytical insight.

Neal P. Goldman has served as our Chairman of the Board since May 2021 and is currently the Managing Member of SAGE Capital Investments, LLC, a consulting firm specializing in independent board of director services, restructuring, strategic planning and transformations for companies in multiple industries including energy, technology, media, retail, gaming and industrials. Mr. Goldman was a Managing Director at Och Ziff Capital Management, L.P. from 2014 to 2016 and a Founding Partner of Brigade Capital Management, LLC from 2007 to 2012, which he helped build to over $12 billion in assets under management. Mr. Goldman has served on the board of directors as Chairman of the Board of Talos Energy Inc., a NYSE-listed oil and gas company, since 2018, and as a director, Chair of the Nominating and Governance Committee and a member of the Audit and Compensation and Human Resources Committees of Weatherford International plc, a publicly-traded oilfield services company, since 2019.

Mr. Goldman has over 25 years of experience in investing and working with companies in a variety of industries to maximize stockholder value. In addition to his current board of director service, Mr. Goldman has served on numerous other public and private company boards throughout his career, including Fairway Markets, Eddie Bauer, Toys R Us, J. Crew, Ultra Petroleum, Ditech Holding, Midstates Petroleum, Stone Energy and

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After considering all known relevant facts and circumstances and applying the independence guidelines described above, our Board has determined that each of our Class II director nominees and our current directors other than Mr. Wolford areis independent under the NYSE’s corporate governance listing standards (or the NYSE Listing Standards) and our independence guidelines described above. We refer to our current seven independent directors as our Independent Directors.

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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 and with our manager of internal audit without the presence of management.

Our Board has determined that each member of the Audit Committee satisfies the independence and other requirements for Audit Committee members provided for under the rules of the SEC and the NYSE. The Board has also determined that Adam C. Peakes qualifies as an “audit committee financial expert” under SEC rules. The Board has designated that Ms. Douglas will serve as a member of the Audit Committee if she is elected as a Class II director at the Annual Meeting and has determined that she satisfies the independence and other requirements for Audit Committee members provided for under the rules of the SEC and the NYSE.

Compensation Committee

The primary function of the Compensation Committee is to assist our Board in discharging its responsibilities relating to compensation of our executive officers. The Compensation Committee determines

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Compensation Committee Interlocks and Insider Participation. The current members of the Compensation Committee are Benjamin C. Duster, IV, Neal P. Goldman and John H. Hollowell andHollowell. Ane Launy.Launy previously served on the Compensation Committee until May 10, 2023. Our Board has determined that each member of the Compensation Committee is independent and satisfies the additional independence requirements for compensation committee members provided for under the rules of the SEC and NYSE. No member of the Compensation Committee is, or was during 2022,2023, an officer or employee of our company. During 2022:2023:

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One-third of the independent directors currently serving on our Board are either female or racially or ethnically diverse. Our current directors vary in age from 36 to 65. 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 NG&S Committee 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 at a meeting of stockholders who is a record owner at the time of giving notice and at the time of the meeting and who satisfies the other requirements and complies with the procedures specified in our Bylaws may nominate persons for election to the Board, subject to any conditions, restrictions, limitations and other requirements 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 our next annual meeting of stockholders, means that the nomination must be received no earlier than January 11, 2024,9, 2025, and not later than February 10, 2024,8, 2025, unless the date of the next annual meeting is more than 30 days before or more than 60 days after May 10, 2024.9, 2025. Any notice of nomination must be addressed to Diamond Offshore,

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the current mix of director skills and attributes; ability to represent the total corporate interests of our company and our 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 and will continue to consider diversity of race, ethnicity and gender among other relevant factors when assessing individual candidates and nominees to fill Board vacancies that occur in the future.

Executive Sessions of Independent Directors

Our Independent Directorsindependent directors and each of the Audit Committee, Compensation Committee, and NG&S Committee meet regularly in executive sessions without the presence of management. Our Board has selected Neal P. Goldman to serve as the presiding director at meetings of our Independent Directors.independent directors.

Board Leadership Structure

Our Board’s leadership structure consists of an independent Chairman of the Board and independent chairs of the Audit Committee, Compensation Committee and NG&S Committee. Neal P. Goldman currently serves as our Chairman of the Board. As an independent Chairman, Mr. Goldman also functions as the lead Independent Directorindependent director by chairing separate meetings of the Independent Directors,independent directors, facilitating the ability of the Independent Directorsindependent directors to fulfill their responsibilities and communicating any concerns of the Independent Directorsindependent directors to the full Board and to our executive management. The Board believes this structure provides

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of the Board’s assessment of our tolerance for risk. The Board also regularly reviews information regarding our credit, liquidity and operations, as well as the associated risks, including cybersecurity risks. Throughout the year, the Board and the relevant Board committees receive updates from management with respect to various enterprise risk management issues and dedicate a portion of their meetings to reviewing and discussing specific risk topics in greater detail, including risks related to cybersecurity and COVID-19,climate change, 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.

Cybersecurity. Cybersecurity is a critical part of our risk management.management approach, and we maintain a cyber risk management program designed to identify, assess, manage, mitigate and respond to cybersecurity threats. To address cybersecurity threats more effectively, we leverage a multi-layered approach. WeOur CEO and other members of senior management have responsibility for assessing and managing our cybersecurity risk exposure, and we have a dedicated Chief Information Officer (or CIO) whose team, who is responsible for leading enterprise-wideoversight of our overall cybersecurity program, which includes protecting the industrial control systems, data, corporate infrastructure (e.g. databases, servers and network equipment), end user devices (e.g. desktops, laptops, and mobile devices) and internal websites. Our CIO reports directly to our CFO.

We also have a dedicated Director of Information Security (or DIS), who reports to our CIO and chairs our Cybersecurity Committee, comprised of internal Information Technology (or IT) experts who continuously review risks and vulnerabilities and execute cybersecurity initiatives. Our CIO, DIS and other members of our IT team have extensive experience in managing company-wide information security strategy, policy,programs. Our CIO has over 20 years of experience in IT management and a Bachelor of Science in Advance Technical Studies/Computer Information Processing. Our DIS has over 25 years of experience in IT/OT Security, including as a cybersecurity consultant, Supervisory Control and Data Acquisition (SCADA) Network and Security Architect and Security Analyst/Security Engineer.

We have also engaged a third party service provider to monitor our IT infrastructure and information systems for security threats, escalate any threat to our IT team, and assist us in responding to threats, vulnerabilities and risks. Our cyber risk management program is aligned with the standards, architectureguidelines and processes. Thebest practices of the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF).

Upon the detection of any cybersecurity incident, our CIO and DIS provide reports to our CEO and other members of senior management, including with respect to the monitoring, investigation, mitigation and remediation of the incident. Our Board and the Audit Committee oversee our cybersecurity management and receive regular updates from senior management, including theour CIO, on matters such as major cyber risk areas, cybersecurity monitoring and prevention technologies and practices and occurrence, mitigation and remediation of cybersecurity incidents.incidents, if any. We also periodically engage third parties to perform cybersecurity assessments to detect vulnerabilities, such as ransomware or data loss.loss, and to provide cybersecurity incident response training.

COVID-19. Since 2020, in additionWe rely on our IT infrastructure and information systems to COVID-19 discussions asinteract with our customers and vendors, operate our drilling rigs, and bill, collect and make payments. Our IT infrastructure and information systems also support and form the foundation for our accounting and finance systems and form an integral part of risk updatesour disclosure and accounting control environment. Our internally developed systems and processes, as well as those systems and processes provided by third-party vendors, may be susceptible to the Board and the relevant Board committees, the Board has been provided with updates on COVID-19’s impactdamage or interruption from cybersecurity threats, which include any unauthorized access to our business, financial conditioninformation systems that may result in adverse effects on the confidentiality, integrity, or availability of such systems or the related information. Potential cybersecurity threats include terrorist or hacker attacks, the introduction of malicious computer viruses, ransomware, falsification of banking and operations through emails, teleconferencesother information, insider risk, theft of intellectual property or other appropriate means of communication. Wesecurity breaches. Such attacks have COVID-19 risk protocolsbecome more and responses embedded across our risk areas and will continue to evaluate our approach in addressing COVID-19-related risksmore sophisticated over time, especially as circumstances evolve.threat actors have become increasingly well-funded by, or themselves include, governmental actors, organized crime

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and hackers with significant means. We expect that sophistication of cyber threats will continue to evolve as threat actors increase their use of artificial intelligence and machine-learning technologies. If our systems, or any of our customers’ or vendors’ systems, for protecting against cybersecurity incidents prove to be insufficient, a cybersecurity incident could subject us to significant liabilities and could have a material adverse effect on our operations, financial condition, business or reputation.

Succession Planning

At least annually, the Board or the NG&S Committee discusses our company’s talent management and succession plans, including with respect to the CEO and other executive positions, both independently and with the input of our CEO. Developing talent at all levels of the company is a priority for us. In conjunction with that effort, we are focused on providing the Board with additional opportunities to interact with senior management, which gives management unique access to the Board and also facilitates a deeper understanding of the organization among the Board. We also offer various talent development programs throughout our organization, focused on building leadership and management skills, career development and other areas.

Director Attendance at Meetings

During 2022,2023, our Board met sixseven times, our Audit Committee met eight times, our Compensation Committee met eightfour times, our NG&S Committee met fourtwo times and our Special Committee met 2015 times. Overall, the rate of attendance by our directors at Board and committee meetings during 20222023 was 99%97%, and in 2022 no director2023 none of our current directors attended less than 97%94% of the meetings of the Board and committees on which the director served. We do not require our Board members to attend our annual meeting of stockholders; however, fivefour of our directors attended our 20222023 annual meeting.

Director Compensation

Our Board has delegated to our Compensation Committee, which is comprised solely of independent directors, the primary responsibility for reviewing and considering revisions to our director compensation program. In setting director compensation, the committee considers the amount of time our directors expend in fulfilling their duties as well as the skill level required of members of our Board. The committee’s goal is to compensate our non-employee directors in a way that is competitive and attracts and retains directors of a high caliber. Mr. Wolford, our President and CEO, does not receive any cash or equity fee or other remuneration for his service as a director.

Upon our emergence from chapter 11 reorganization in April 2021,Each year, the Compensation Committee engagedconsults with LB&C to provide recommendations for our non-employee director compensation program. For 2023, LB&C reviewed non-employee director compensation practices and trends and data from comparable oilfield services companies and recommended the following compensation program for our non-employee directors, which the Compensation Committee recommended to our Board and the Board approved effective on April 23, 2021 (all cash retainer amounts to beare paid in quarterly installments in advance):

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Director Compensation for 20222023

The following table summarizes the compensation earned by our non-employee directors in 2022:2023:

As of December 31, 2022,2023, these non-employee directors held the following outstanding and unvested 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 on our website at www.diamondoffshore.com in the “Investors” 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 has adopted written Corporate Governance Guidelines to assist our directors in fulfilling their responsibilities. The guidelines are on our website at www.diamondoffshore.comin the “Investors” section under “Corporate Governance” and are available in print to any stockholder who requests a copy from our Corporate Secretary.

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Environmental, Social and Governance (ESG) Focus

Our Sustainability Strategy

We recognize the significant impact our operations have on the environment and society, and we are committed to conductingoperating responsibly and with transparency. As a responsible corporate citizen, we believe that sustainability is a fundamental pillar of our business in a safe, environmentally responsiblepurpose to responsibly unlock energy.

We believe that integrating environmental, safety, and sustainable manner, and in a way that reflectsgovernance considerations into our responsibilitiesbusiness decisions is essential to creating value for our stakeholders, which includes ourincluding employees, customers,clients, investors, business partners, regulators, and citizens in the communities where we live and work. We also believe that the effective managementMaintaining an open dialogue with stakeholders is a key part of improving our understanding and promotion of ESG issues will help support the sustainability and the long-term growth ofprinciples in our business, and create value forwe welcome further engagement. The health of our company is intrinsically linked to the health of our people and the planet. We have an evolving and expanding sustainability strategy aimed at embedding sustainability into the culture and fabric of the organization and ensuring that sustainability becomes a core function that touches all aspects of our business.

Our access to opportunities in today’s marketplace requires a robust sustainability strategy complete with concrete initiatives considering input from a range of stakeholders. We are committed to providing our stakeholders with accountability and transparency on our impacts and aligning the content of our Sustainability Report to international sustainability standards such as the GRI Sustainability Reporting Standards (or the GRI Standards) and the SASB Oil & Gas Services Standard.

Beginning our ESG Journey

Our NG&S Committee is responsible for reviewing and making recommendations to the Board on our policies and performance in relation to sustainability-related matters, including health and safety, process safety, the environment, climate change, human rights and workplace policies, security and emergency management, charitable and philanthropic activities, public advocacy and political donations, and culture, inclusion and diversity.

In 2021, under the oversight of our NG&S Committee, we began to develop our ESG strategy and establish a framework for monitoring our ESG initiatives. In January 2022, we published our 2021 Sustainability Report. In July 2023, we published our 2022 Sustainability Report, which is posted on our website at www.diamondoffshore.com in the “Investors” section under “Corporate Governance.” The report describesreports describe our initial efforts and initiatives regarding sustainability, governance, the environment and our employees. We recognize we are in the early stages ofthat our ESG journey butis a long-term commitment and that we are still early in that process. But we also recognize that our commitment can serve as the foundation for our global culture and help strengthen the ties between our success and the well-being of our employees, customers, stockholders, communities and other stakeholders. To furtherWe expect to publish our goals, we have prioritized our work into2023 Sustainability Report in the second or third quarter of 2024. A key goal for 2024 is to add climate-related disclosures following key ESG objectives:methodology from the Task Force on Climate-Related Financial Disclosures (TCFD) and establish a Scope 1 greenhouse gas (or GHG) emission intensity reduction target.

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Health, SafetyAreas of ESG Focus

Following methodology from the GRI Standards, we engaged with external and Environment (or HSE)internal stakeholders to determine the ESG topics to focus on for our strategy, plans and reporting. We began our materiality assessment with a broad list of topics from the GRI 11: Oil and Gas Sector 2021 Standard. The following topics were found to be the most material to our stakeholders and relevant to our industry:

preventing our directors, executives and other employees from insulating themselves from the effects of poor stock performance. We also have a policy that prohibits our directors and employees (including our executive officers) from pledging our stock or other securities as collateral for a loan.

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 on our website at www.diamondoffshore.comin the “Investors” section under “Corporate Governance—Confidential Reporting” and is available in print to any stockholder who requests a copy from our Corporate Secretary.

Public Policy Engagement and Political Activities

In recent years, we have not engaged in public policy or political activities, and as a policy we generally do not make corporate political contributions. We may on occasion contribute to elections and to state and local initiative or referendum campaigns where our interests are directly involved and where permitted by applicable law. Our company and some of our employees participate in industry and business trade groups that may engage in their own lobbying or other advocacy activities. In addition, we encourage our employees to exercise their voting rights and to take an active interest in the Federal, state and local elective processes.

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 must 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.

Pursuant to our Joint Plan, on April 23, 2021, we entered into a registration rights agreement with certain parties (or the RRA Stockholders) that became beneficial owners of 5% or more of our common stock upon our

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AUDIT COMMITTEE REPORT

As discussed above under the heading “Board Committees-AuditCommittees – 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, 20222023 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 the applicable requirements of the Public Company Accounting Oversight Board and the SEC. 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 of non-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 Form 10-K for the fiscal year ended December 31, 2022,2023, which has been filed with the SEC.

THE AUDIT COMMITTEE

Adam C. Peakes, Chair

Neal P. GoldmanPatrice Douglas

Ane LaunyBenjamin C. Duster, IV

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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 on Form 10-K for the year ended December 31, 20222023 or a Current Report on Form 8-K subsequently filed with the SEC.

This Compensation Discussion and Analysis describes our executive compensation program for 20222023 and explains how our Compensation Committee made its compensation decisions for 20222023 for our executive officers identified in the following table, consisting of our CEO, our CFO and our other most highly compensated executive officers as of December 31, 2022.2023. We refer to the below group of executive officers collectively as our “named executive officers” or “NEOs.”

Executive Summary

We successfully emerged from our chapter 11 reorganization in April 2021, so 2022 was our first full calendar year after our emergence. As a result, ourOur incentive compensation programs in 2022 returned to being2023 were primarily performance-based, at risk and dependent upon our achievement of specific, measurable performance goals. Our Board approved a 2022 short-term incentive programawards under our Short-Term Incentive Plan in 2023 to certain of our key employees, including our NEOs (which we refer to as our 20222023 Incentive Plan) that covered certain of our executives, including our NEOs.. The 20222023 Incentive Plan provided the executivesemployees the opportunity to earn cash compensation defined as a percentage of their base salaries that was at-risk and was contingent on achievement of certain specified performance metrics, in addition to applicable award caps. Performance under the 20222023 Incentive Plan was measured from January 1, 20222023 through December 31, 2022.2023. After completion of the 20222023 Incentive Plan performance period, our Compensation Committee determined that we achieved below target performance under the plan. As a result, payments to our NEOs under the 20222023 Incentive Plan were paid below target. Details of the 20222023 Incentive Plan results and payments are included below.

In July 2021, we granted performance-based RSU awards to certain of our key employees, including Messrs. Roland and Savarino, that vest based on the achievement of performance goals over three consecutive one-year performance periods. Upon the grant of the awards in July 2021, the Compensation Committee established the performance metrics and goals applicable to the first year performance period from July 1, 2021 through June 30, 2022 and provided that the metrics and goals for the two remaining subsequent one-year performance periods would be established each year by the Compensation Committee at the beginning of the applicable performance period. Accordingly, in 2022, the Compensation Committee established the performance metrics and goals applicable to the second year performance period from July 1, 2022 through June 30, 2023. After the completion of the firstsecond year performance period in 2022,2023, the Compensation Committee determined that the Companycompany had achieved 88%more than 100% of the firstsecond year performance goals and therefore 88%100% (the maximum vesting allowed) of the 2021 performance-based RSU awards held by Messrs. Roland and Savarino applicable to the firstsecond year performance period were vested.

In addition, in 20222023 the Compensation Committee established the performance metrics and threshold, target and stretch performance goals applicable for the secondthird year performance period, which is effective from July 1, 20222023 through June 30, 2023,2024, for the 2021 performance-based RSU awards originally granted to Messrs. Roland and Savarino. The performance goals for the second-yearthird-year performance period consist of (i) a specified level of achievement of five health, safety and environmental objectives, (ii) a specified level of

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As approved by our Compensation Committee, on May 12, 2022,January 18, 2023, we granted additional equity incentive awards to certain of our key employees, including our CEO and other NEOs, consisting of time-based RSU awards that vest in equal amounts annually over a three-year period and performance-based RSU awards that vest based on the achievement of a target stock appreciationrelative total shareholder return performance goal over a three-year period as determined by the Compensation Committee.

At our annual meeting of stockholders held in January 2022,May 2023, our stockholders approved all our director nominees and proposals, including 92%98% approval of a non-binding advisory (say-on-pay) voteproposal to approve the compensation of our executive officers. After our 20222023 annual meeting, our Compensation Committee considered the results of the say-on-pay vote in its review of our compensation policies and has continuously re-evaluated and, as necessary, revised our compensation programs to make the programs more effective and responsive in achieving their intended reward, retention and incentive goals. We believe that we accomplished those goals during 2022.2023.

Compensation Philosophy and Program Objectives

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

We do not rely on formula-driven plans when determining the aggregate amount of compensation for each NEO. The Compensation Committee takes many factors into account when making compensation decisions with respect to our executives, including the individual’s performance and experience; the ability of the individual to affect our long-term growth and success; the company’s overall performance; internal equity among the executives; and external, publicly available market data on competitive compensation practices and levels. The committee typically establishes the annual compensation program during the first quarter of each fiscal year, setting specific annual and long-term company goals and designing the compensation program for that year to support and reward the achievement of those goals. In setting the compensation for our NEOs other than the CEO, the committee considers, among other things, the recommendations of our CEO. Our CEO’s recommendations are reviewed with and are acted upon by the committee in accordance with its charter. At least once a year, the committee reviews the compensation of our CEO and considers any necessary adjustments to his compensation level. The Compensation Committee is solely responsible for making all decisions on the compensation of our executives, and no executive is involved in determining any element of his or her own compensation.

Market Considerations. When making compensation decisions, we have also generally compared the compensation of our executive officers to the compensation paid to executives of comparably-sized companies engaged in businesses similar to ours,the energy industry, although our Compensation Committee exercises wide discretion in determining compensation and we do not formulaically benchmark our compensation to any particular group of companies. In comparing compensation, we have considered market data, executive compensation surveys, advice of compensation consultants and other information related to compensation levels and practices. We

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decisions. Accordingly, the Compensation Committee has discretion in determining the nature and extent of its use of comparative compensation information.

When reviewing executive compensation, the Compensation Committee may also consider our company’s performance during the person’s tenure and the anticipated level of compensation that would be required to replace the person with someone of comparable experience and skill. In addition to our periodic compensation review, we also regularly monitor market conditions and may adjust compensation levels as necessary to remain competitive and retain valuable employees.

Elements of Compensation

In 2022,2023, the principal components of compensation for our NEOs were:

Base Salary

Base salaries are established for each salaried position, including the positions held by our NEOs, after considering 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, and subjective factors such as the employee’s contribution to our company and individual performance. The Compensation Committee recognizes that our CEO’s compensation should reflect his greater policy- and decision-making authority and higher level of responsibility with respect to our strategic direction and our financial and operating results. At December 31, 2022, our CEO’s annual base salary was approximately 59% higher than the annual base salary for the next highest-paid NEO and approximately 61% higher than the average annual base salary for our other NEOs.

The Compensation Committee reviews base salaries of our executives, including our NEOs, at least annually and may also adjust salaries from time to time to realign salaries with external market levels after considering individual responsibilities, performance and contribution to our company, experience, internal pay equity and budgetary issues.

The following table shows the annual base salaries for each of our NEOs as of January 1, 2022:2023:

On May 7, 2021, we appointed Mr. Wolford as our President and CEO with an annual base salary of $700,000. In 2021, to reduce costs, our executives, including the NEOs, agreed to a voluntary temporary 5%

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20222023 Short-Term Incentive Program

In April 2022,2023, upon the recommendation of our Compensation Committee, our Board approved our 20222023 Incentive Plan, which covered certain of our executives, including our NEOs. The 20222023 Incentive Plan provided the executives the opportunity to earn cash compensation that was at-risk and was contingent on achievement of certain specified performance metrics, in addition to applicable award caps. The plan’s target award levels were developed based on a combination of factors, including our compensation philosophy, market compensation data and the executive’s experience, leadership, prior contribution to the company’s success and individual performance. The plan was designed to reward executives for achieving certain performance goals that are important to the success of our company. Performance under the 20222023 Incentive Plan was measured from January 1, 20222023 through December 31, 2022.2023.

Under the 20222023 Incentive Plan, individual target awards were equal to a fixed percentage of base salary. The 2022initial 2023 target awards for the Company’scompany’s NEOs are set forth below:

After considering market compensation information and receiving advice and recommendations from LB&C, effective July 28, 2023, the Compensation Committee approved the following increased individual target awards for the company’s NEOs:

The Compensation Committee determined the following performance metrics for the 20222023 Incentive Plan, each of which is weighted as set forth below:

Under the 20222023 Incentive Plan, the payout based on the performance metrics was determined based on the level of achievement as determined by the Compensation Committee relative to the pre-established goals, expressed as a percentage of the 20222023 cash incentive target amount specified above, according to the following table:

If performance fell between the designated points in the table above, the incentive payout amount would be determined by straight-line linear interpolation (except that no incentive is paid for performance below threshold).

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The Compensation Committee selected EBITDA as the primary performance metric under the 20222023 Incentive Plan because the measure generally tracks our company’s financial performance and establishes a clear and consistent link between the company’s executive cash incentive compensation and the company’s performance. Consequently, for purposes of the 20222023 Incentive Plan, the calculation of EBITDA excluded certain designated revenue, costs and expenses to remove the positive or negative impact of unusual or one-time events that would obscure the core operational performance of our company, includingnon-forecasted incentive compensation expenses, expenses associated with mergers, acquisitions or other strategic initiatives, if any, and revenue, costs and expenses incurred in connection with events or conditions determined in consultation with the Compensation Committee to be extraordinary or unusual in nature, infrequent in occurrence, out of our company’s control, or that negatively impacted EBITDA during the performance period for a future benefit outside of the performance period.

The 20222023 EBITDA performance targets under the 20222023 Incentive Plan were as follows (with straight-line linear interpolation applied between the points):

The 20222023 HSE performance targets under the 20222023 Incentive Plan were as follows (with straight-line linear interpolation applied between the points):

The 2022 strategic initiative target under the 2022 Incentive Plan was as follows:

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2021 Long-Term Incentive Awards

Award to CEO. In connection with his hire as our President and CEO in May 2021, the Compensation Committee approved two incentive awards to Mr. Wolford pursuant to the terms of our Stock Plan:

If Mr. Wolford’s employment is terminated by us without “cause” (as defined in our Stock Plan), due to his death or disability, or by Mr. Wolford for “good reason” (as defined in our Stock Plan), then the number of shares of restricted stock that would have otherwise vested pursuant to the CEO Time-Vesting Award in the 12-month period following such termination will immediately vest on the date of such termination, subject to the terms and conditions of the applicable award agreement. However, in the case of any such termination within the period starting six months prior to the occurrence of a “change in control” (as defined in our Stock Plan) and ending 12 months following the occurrence of a change in control, then in lieu of the benefits described in the preceding sentence, the restricted stock pursuant to the CEO Time-Vesting Award will fully vest immediately upon such termination of employment, subject to the terms and conditions of the applicable award agreement. If the CEO Time-Vesting Award is not continued, assumed, replaced, converted or substituted upon the occurrence of a change in control in accordance with our Stock Plan, then the restricted stock will fully vest as of immediately prior to a change in control.

If Mr. Wolford’s employment is terminated by us without cause, due to his death or disability, or by Mr. Wolford for good reason within the period starting six months prior to the occurrence of a change in control

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vesting date. If the recipient is terminated without “cause” (as defined in our Stock Plan) or because of the recipient’s death or disability, then the number of time-based RSUs that would vest on the next two vesting dates will immediately vest on the date of such termination. Upon a termination for cause, all vested and unvested time-based RSUs will immediately be forfeited and cancelled for zero compensation. Upon a termination of service for any other reason, all outstanding and unvested time-based RSUs will immediately be forfeited and cancelled for zero compensation. Upon a “change in control” (as defined in our Stock Plan) of our company, the number of time-based RSUs that would vest on the next two vesting dates will immediately vest, subject to the recipient’s continuous service or employment through consummation of the change in control.

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Committee exercised its business judgment and determined that the NEOs achieved 88%111% of target performance.performance during the performance period. As a result, the performance-based RSUs applicable to the firstsecond year performance period vested at 88%100% of target (the maximum allowable vesting result), and Messrs. Savarino and Roland received the following vested RSUs (before tax withholdings):

The 2021 RSU performance goals for the second-yearthird-year period from July 1, 20222023 through June 30, 20232024 of the performance period consist of (i) five target HSE objectives, (ii) a target amount of adjusted EBITDA, (iii) a target amount of added cumulative contract backlog and (iv) four target ESG objectives and (v) achievement of strategic initiative goals determined by the Board. The performance metrics and threshold, target and stretch performance goals applicable to the third-year performance period of the 2021 RSUs, which covers July 1, 2023 through June 30, 2024, will be established by the Compensation Committee in 2023.objectives.

Unless otherwise determined by the Compensation Committee, the percentage of the performance-vesting awards eligible to vest may range from 0% to 100% of the target amount, based on the specified levels of achievement of the applicable performance goals. In no event will the recipient be eligible to earn more than 100% of the target amount for any performance period. If the recipient is terminated without cause or because of the recipient’s death or disability, then the recipient will remain eligible to vest, subject to achievement of

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equivalent equity-based award that contains substantially comparable terms and conditions (or a Rollover Award), the Rollover Award will vest in accordance with the above vesting schedule. In the case of a Rollover Award, upon the occurrence of a termination of the recipient’s employment during the 12-month period following such change in control (i) by our company without cause, (ii) by the recipient for “good reason” (as defined in the award agreement) or (iii) by reason of the recipient’s death or disability, during the 12-month period following such change in control, such award will 100% vest as of the date on which such termination occurred. In connection with a change in control in which the award does not become a Rollover Award, a pro-rated portion of the number of RSUs scheduled to vest on the next vesting date (to the extent not previously vested) will immediately vest in full, subject to the recipient’s continued service through the consummation of the change in control and, to the extent not continued, assumed or replaced in connection with the change in control, any remaining unvested time-based RSUs will immediately be forfeited and cancelled for zero compensation. Upon a termination of service for any other reason, all outstanding and unvested time-based RSUs will be forfeited and cancelled for zero compensation.

The performance-based RSUs vest based on the level of achievement of our stock price through May 12, 2025 (unless terminated earlier in connection with a “change in control” as defined in the award agreement), subject to the recipient’s continuous employment through the end of the performance period. On the May 12, 2022 grant date, the 30 consecutive trading day volume-weighted average price of our common stock or

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Upon the occurrence of a change in control in which the performance-based RSU award does not become a Rollover Award, the award’s performance period will terminate upon the consummation of the change in control and the performance-based RSUs will vest upon the consummation of the change in control as follows:

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The performance-based RSUs cliff vest based on the level of achievement of our relative total shareholder return, or our RTSR, during the three-year period commencing on the grant date (unless terminated earlier as set forth in the award agreement) compared to a group of other companies designated in the award agreement, subject to the recipient’s continuous service or employment through the end of the performance period. If our RTSR at the end of the performance period ranks in the 75th percentile or above compared to the other companies, then 150% of the performance-based RSUs will vest. If our RTSR at the end of the performance period ranks in the 25th percentile compared to the other companies, then 50% of the performance-based RSUs will vest and the remaining unvested performance-based RSUs will be forfeited and cancelled for zero compensation. If our RTSR at the end of the performance period falls between the 25th percentile and 75th percentile compared to the other companies, straight-line interpolation will be applied to determine the number of performance-based RSUs that will vest and the remaining unvested performance-based RSUs will be forfeited and cancelled for zero compensation. If our RTSR at the end of the performance period does not equal or exceed the 25th percentile compared to the other companies, then 0% of the performance-based RSUs will vest and the performance-based RSUs will be forfeited and cancelled for zero compensation. If our total shareholder return (irrespective of our comparison to the other companies) at the end of the performance period is less than 0%, no more than 100% of the performance-based RSUs will vest.

If the recipient is terminated for “cause” (as defined in the award agreement), all vested and unvested performance-based RSUs will be forfeited and cancelled for zero compensation. Upon the occurrence of a termination of the recipient’s employment before the end of the performance period (i) by our company without cause, (ii) by the recipient for “good reason” (as defined in the award agreement) or (iii) by reason of the recipient’s death or disability, a portion of the unvested performance-based RSUs will remain outstanding and eligible to vest as if the recipient had remained employed, without regard for the requirement that the recipient remain in continuous service through the end of the performance period. The portion of performance-based RSUs that remain eligible to vest will be determined by multiplying the target number of performance-based RSUs by a fraction, the numerator of which is the number of days the recipient was employed during the performance period and the denominator of which is the total number of days in the performance period. Any remaining performance-based RSUs that are ineligible to vest will be forfeited and cancelled for zero compensation.

In connection with a change in control in which there is a Rollover Award of performance-based RSUs, the Rollover Award will vest based on the achievement of RTSR during the performance period as set forth above (subject to equitable adjustment to account for such change in control). In the case of a Rollover Award, upon the occurrence of a termination of the recipient’s employment during the 12-month period following such change in control (i) without cause, (ii) by the recipient for good reason or (iii) by reason of the recipient’s death or disability, then 100% of the target number of the unvested performance-based RSUs will vest and become non-forfeitable. Upon the occurrence of a change in control in which the performance-based RSU award does not become a Rollover Award, the award’s performance period will terminate upon the consummation of the change in control and 100% of the target number of the unvested performance-based RSUs will vest and become non-forfeitable.

Personal Benefits, Perquisites and Employee Benefits

We do not offer many perquisites traditionally offered to executives of similarly-sized companies. Perquisites and any other similar personal benefits generally offered to our executive officers are substantially the same as those generally available on a non-discriminatory basis to all of our full-time salaried employees, such as medical and dental insurance, life insurance, disability insurance, a 401(k) plan with a company match and other customary employee benefits. We make contributions for group term life insurance, spouse/dependent life insurance, and long-term disability insurance for our employees, including our NEOs, as indicated in the 20222023 Summary Compensation Table below. Business-related relocation benefits may be reimbursed on a case-by-case basis.

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We maintain a defined contribution plan (which we refer to as our Retirement Plan) designed to qualify under Section 401(k) of the Internal Revenue Code of 1986, as amended (which, together with the regulations promulgated thereunder, we refer to as the Code). Pursuant to our Retirement Plan, in 20222023 we matched 50% of the first 6% of each participant’s compensation contributed. Effective on January 1, 2023, we increased the company match to 100% of the first 4% of each participant’s compensation contributed. In addition, under our Amended and Restated Supplemental Executive Retirement Plan (which we refer to as our SERP), in past years we have contributed 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 our NEOs, and are fully vested in all amounts paid into the plan. As a result of our chapterChapter 11 reorganization, we did not contribute any amounts into our SERP during 2020, 2021 or 2022. In October 2022, our Compensation Committee approved the resumption of contributions to our SERP for 2023.2023 and future years.

Supplemental Severance Plan. On September 1, 2021, we issued the Diamond Offshore Drilling, Inc. Supplemental Severance Plan, effective as of September 21, 2021, for eight key employees, including Messrs. Savarino and Roland. The Supplemental Severance Plan provides the participants with protection for loss of salary and benefits in the event of certain involuntary terminations of employment in order to assist our company in retaining its senior management team.

The Supplemental Severance Plan provides that if an eligible participant’s employment is terminated by our company without “cause” or as a result of the recipient’s death or disability or a resignation for “good reason” (each of “cause” and “good reason” as defined in the Supplemental Severance Plan), the participant will be eligible to receive a lump-sum cash payment in an amount equal to the sum of the participant’s annual base salary and annual target bonus and, subject to the participant’s election of continuation of health care coverage pursuant to COBRA, we will pay the full cost of the participant’s COBRA premiums for 12 months from the date of the termination. If an eligible participant’s employment is terminated by our company without cause or due to a resignation for good reason within six months prior to, or one year following, a change in control of our company, the participant will instead be eligible to receive a lump-sum cash payment in an amount equal to 1.5 times the sum of the participant’s annual base salary and annual target bonus and, subject to the participant’s election of COBRA coverage, we will pay the full cost of the participant’s COBRA premiums for 18 months from the date of such termination. Receipt of severance benefits is subject to the participant’s execution of a release of any claims against our company and agreement with restrictive covenants, including a covenant of non-solicitation of customers and employees.

Clawback Policies

38We maintain two clawback policies. Our executive officer clawback policy complies with the requirements of the SEC and NYSE Listing Standards and provides for recovery of incentive-based compensation erroneously received by current or former executive officers, including our NEOs, during the three completed fiscal years immediately preceding the year in which we are required to prepare an accounting restatement due to material noncompliance with financial reporting requirements. With narrow and limited exceptions, erroneous payments must be recovered even if there was no misconduct or failure of oversight on the part of the individual executive officer.

Our second clawback policy applies to our executive officers and all other officers, including our NEOs, and functions independently of our executive officer clawback policy. This clawback policy provides that if at any time the Compensation Committee determines that an individual officer engaged in a Detrimental Activity (as defined in the policy), the committee may in its discretion seek recoupment from the officer of certain amounts of incentive compensation. As used in the policy, “Detrimental Activity” means acts that constitute cause for termination of employment, conviction of certain felonies, acts of fraud or embezzlement, certain acts of negligence or misconduct, certain violations of a company policy and other problematic decisions or actions listed in the policy.

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Director and Officer Stock Ownership Guidelines

Because the Board believes in aligning the interests of management and stockholders, we have stock ownership guidelines applicable to our officers and directors, including our NEOs. The guidelines require covered persons to hold shares of company stock and/or unvested time-vesting RSUs with an aggregate value in excess of the following specified multiples of their base salary or retainer:

Until the holding requirement is achieved, the covered person must retain at least 60% of the net settled shares received by the person as a result of the vesting of RSUs. The stock ownership guidelines also count time-based and performance-based RSU awards that have already vested although the underlying shares of company stock have not yet been delivered to the covered person. Unvested performance-based RSUs or other awards and unexercised stock options do not count towards satisfaction of the ownership guidelines. As of March 1, 2024, all covered persons satisfied the holding requirements of our stock ownership guidelines.

Indemnification of Directors and Executive Officers

Our Certificate of Incorporation provides certain rights of indemnification to our directors and officers (including our executive officers) in connection with legal actions brought against them by reason of the fact that they are or were a director or officer of our company, to the fullest extent permitted by law. Our Certificate of Incorporation also eliminates the personal liability of our directors to our company or our stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by law. Our Certificate of Incorporation also provides that, to the fullest extent permitted by law, non-employee directors and their affiliates (other than our company, any of its subsidiaries or their respective officers or employees) shall not be liable to our company or our stockholders or to any affiliate of our company for breach of any fiduciary duty solely by reason of the fact that such non-employee director or affiliate (A) engaged in or possessed interests in other business ventures of any type or description, including those engaged in the same or similar business activities or lines of business in which our company or any of our subsidiaries now engages or proposes to engage, or (B) competed with our company or any of our subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or stockholder of any other person (other than our company or any of our subsidiaries). In addition, except to the extent provided otherwise in our Certificate of Incorporation, to the fullest extent permitted by law, such persons shall not be liable to our company or our stockholders or to any of our subsidiaries for breach of any duty (fiduciary, contractual or otherwise) as a stockholder or director of our company by reason of the fact that such person does not present certain corporate opportunities to our company.

Our Bylaws contain provisions that provide for the indemnification of officers and directors as authorized by law, subject to certain terms and conditions set forth therein.

We have entered into indemnification agreements with each of our directors and executive officers that generally provide for us to indemnify the applicable indemnitee to the fullest extent permitted by applicable law (subject to certain limitations) as well as the advancement of all expenses incurred by the director or executive officer in connection with a legal proceeding arising out of their service to our company, in each case to the extent permitted by applicable law.

In addition, as authorized by our Bylaws, we have an existing directors’ and officers’ liability insurance policy.

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Risk Management Considerations

Our Compensation Committee has concluded that our compensation program does not encourage excessive or inappropriate risk-taking. Several elements of our 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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If Mr. Wolford’s employment is terminated due to his death or by us due to his disability, he will be entitled to any accrued but unpaid annual bonus with respect to the preceding calendar year. If Mr. Wolford’s employment is terminated by us without “cause” (as defined in his agreement) or by Mr. Wolford with “good reason” (as defined in his agreement) in accordance with his employment agreement, he will be entitled to (i) any accrued but unpaid annual bonus with respect to the preceding calendar year, (ii) a lump-sum cash payment equal to 200% of the sum of (A) his base salary plus (B) target annual bonus and (iii) continued participation in our group health plan for him and his eligible dependents for a period of 24 months at our expense, in each case subject to the terms and conditions of his employment agreement. No severance is payable upon termination of employment for cause or a voluntary termination by Mr. Wolford without good reason.

Mr. Wolford’s employment agreement contains non-competition covenants restricting his ability to compete with us and non-solicitation covenants, applicable in each case during the term of the employment agreement and for a period of one year thereafter, customary covenants regarding our indemnification of Mr. Wolford, and covenants concerning confidentiality, rights to inventions and non-disparagement.

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EXECUTIVE COMPENSATION

20222023 Summary Compensation Table

The following table summarizes the compensation of our NEOs for 20222023 using the disclosure rules required by the SEC. Mr. Wolford was hired as our President and CEO on May 7, 2021. Mr. Savarino was promoted from Vice President and Chief Accounting & Tax Officer to our Senior Vice President and Chief Financial Officer on September 20, 2021.

Notes and Narrative Disclosure to 20222023 Summary Compensation Table

The following is a discussion of material factors necessary for an understanding of the information disclosed in the 20222023 Summary Compensation Table. For a discussion of Mr. Wolford’s employment agreement, see “Compensation Discussion and Analysis—Analysis – Employment Agreements” above.

Salary Column. The Salary amounts for 2021 and 2022 for all NEOs reflect a voluntary temporary 5% reduction in annual base salary in effect from August 16, 2021 through April 1, 2022.

Bonus Column. The amounts shown in the “Bonus” column for 2020 for Messrs. Savarino and Roland consist of cash payments received in April 2020 pursuant to the accelerated vesting of outstanding time-vesting long-term cash incentive awards granted in 2018 and 2019 based on service achieved through April 1, 2020. As a condition to the receipt and retention of the accelerated payments, each of the NEOs agreed to a clawback obligation providing that if he resigns from employment with our company or if the grantee’s employment is terminated by us for “cause” (as defined in our former Incentive Compensation Plan), in either case prior to the first anniversary of the payment date, the grantee would be required to repay the entire amount of the payment, net of applicable tax withholdings.

Stock Awards Column. All amounts in the “Stock Awards” column for 2022 and 2021 reflect the grant-date fair value of RSUs or restricted stock awarded in such years under our Stock Plan, computed in accordance with FASB ASC Topic 718. No RSUs or other stock awards were granted in 2020. For a description of the terms of the RSUs and restricted stock granted, see “Compensation Discussion and Analysis— 2023 Long-Term Incentive Awards,” “— 2022 Long-Term Incentive Awards” and “—2021 Long-Term Incentive Awards” above.

The amounts shown under “Stock Awards” for 2023 represent the grant date fair value of RSUs computed in accordance with FASB ASC Topic 718 granted to each of the NEOs on January 18, 2023, consisting of performance-vesting RSUs and time-vesting RSUs. The number of performance-vesting and time-vesting RSUs awarded to the NEOs in 2023 were as follows:

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The performance-vesting RSUs awarded to the NEOs during 2023 cliff vest in three years based on the level of achievement of our RTSR during the three-year performance period compared to a group of other companies designated in the respective award agreements. The time-vesting RSUs granted to the NEOs during 2023 vest in equal amounts annually over a three-year period. In all cases, the RSUs are subject to forfeiture if the applicable vesting conditions are not met.

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The amounts shown under “Stock Awards” for 2022 represent the grant date fair value of RSUs computed in accordance with FASB ASC Topic 718 granted to each of the NEOs on May 12, 2022, consisting of performance-vesting RSUs and time-vestingtime- vesting RSUs. The number of performance-vesting and time-vesting RSUs awarded to the NEOs in 2022 were as follows:

The performance-vesting RSUs awarded to the NEOs during 2022 cliff vest in three years upon the attainment of target stock appreciation performance goals specified in their respective award agreements. The time-vesting RSUs granted to the NEOs during 2022 vest in equal amounts annually over a three-year period. In all cases, the RSUs are subject to forfeiture if the applicable vesting conditions are not met.

For Mr. Wolford, the amount shown under “Stock Awards” for 2021 represents the grant date fair value of restricted stock computed in accordance with FASB ASC Topic 718 granted to him on May 8, 2021, consisting of performance-vesting shares and time-vesting shares. For Messrs. Savarino and Roland, the amounts shown under “Stock Awards” for 2021 represent the grant date fair value of RSUs computed in accordance with FASB ASC Topic 718 granted to each of them as of July 1, 2021 (and, for Mr. Savarino, RSUs granted to him on October 1, 2021), consisting of performance-vesting RSUs and time-vesting RSUs.

The number of shares of performance-vesting and time-vesting restricted stock (Mr. Wolford) and the number of RSUs (Messrs. Savarino and Roland) awarded to the NEOs in 2021 were as follows:

The performance-vesting restricted stock awarded to Mr. Wolford during 2021 vests upon the attainment of a target level of Total Equity Value of the company, and the performance-vesting RSUs awarded to the other NEOs during 2021 vest upon the attainment of the safety, financial, business development and strategic performance goals specified in their respective award agreements. The time-vesting restricted stock awarded to Mr. Wolford in 2021 vests in three equal installments over a two-year period, and the time-vesting RSUs awarded to the other NEOs in 2021 vest in three equal installments over a three-year period. In all cases, the restricted stock and RSUs are subject to forfeiture if the applicable vesting conditions are not met. All of the shares of restricted stock awarded to Mr. Wolford during 2021 have vested. For more information concerning the vesting of performance-vesting RSUs awarded to the other NEOs during 2021, see “Compensation Discussion and Analysis – 2021 Long-Term Incentive Awards” above.

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Under the terms of the award agreements for the performance-vesting restricted stock and RSUs awarded to each NEO in 2023, 2022 and 2021, the maximum number of performance-vesting shares of restricted stock or RSUs that could vest regardless of how far our company exceeded the applicable performance goals, and the grant-date value of the awards of performance-vesting restricted stock or RSUs to each NEO in 2023, 2022 and 2021 computed in accordance with FASB ASC Topic 718 assuming the highest level of performance conditions were achieved and the maximum number of performance-vesting shares of restricted stock and RSUs would vest, would have been as set forth in the table below:

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