Investor Presentation 2019 Annual Meeting of Stockholders Executive - PowerPoint PPT Presentation

Investor Presentation 2019 Annual Meeting of Stockholders

Executive Summary About McDermott  Premier, fully-integrated provider of technology, engineering and construction solutions to the energy industry  Operating in over 54 countries, McDermott’s locally focused and globally-integrated resources include approximately 32,000 employees, a diversified fleet of marine construction vessels and fabrication facilities around the world  On May 10, 2018, completed the combination with Chicago Bridge & Iron Company N.V. (“CB&I”) through a series of transactions (the “Combination”) Engaged Board Committed to Sound Corporate Governance and Oversight of Business Strategy  The Board is an invaluable source of perspective and insight, overseeing and engaging in our strategy for continued growth  The Combination resulted in the addition of five new, experienced and qualified members to the Board, providing for immediate refreshment and a diverse mix of skills, experience, knowledge and independence for effective decision-making and risk oversight in supporting our long-term strategy  Firmly committed to continuing our stockholder outreach program and incorporating feedback, which has resulted in best practice corporate governance and executive compensation policies and programs Strong Compensation Practices  The Compensation Committee seeks to provide reasonable and competitive compensation, with the elements of total direct compensation, or TDC, targeted generally within approximately 15% of median compensation of our market for comparable positions  Significant continued emphasis on variable, “at-risk” compensation that aligns pay with performance  Rigorous financial performance metrics utilized in compensation program that are directly linked to McDermott’s strategy Investor Presentation: 2019 Annual Meeting of Stockholders 2

About McDermott McDermott is a premier, fully integrated provider of engineering, construction and technology solutions to the global energy industry  Completed strategic combination 3 00+ PA with CB&I on May 10, 2018 TENTS FOUNDED PATENT APPLICATIONS AND TRADEMARKS New York IN EASTLAND, TEXAS  Stock Exchange Fundamentally different and $ MDR much larger company as 12 MARINE compared to 2017, with expanded 7 CONSTRUCTION VESSELS PROJECTS COMPLETED geographic, operational and FABRICA TION ACROSS FACILITIES technological reach 54 CONTINENTS Customers Operating Areas National, International and Independent Energy Companies Countries in Oil and Gas Producing  Fully, vertically integrated offering Regions Worldwide for customers worldwide, with product solutions spanning onshore and offshore from concept to commissioning Investor Presentation: 2019 Annual Meeting of Stockholders 3

2019 Annual Meeting of Stockholders – Items of Business ITEM 1 Election of Directors ITEM 2 Advisory Vote to Approve Named Executive Officer Compensation ITEM 3 Ratification of Appointment of Ernst & Young LLP as Auditors ITEM 4 Approval of 2019 McDermott International, Inc. Long-Term Incentive Plan The Board recommends a vote FOR each of these items of business Investor Presentation: 2019 Annual Meeting of Stockholders 4

2019 Annual Meeting of Stockholders – Items of Business ITEM 1 Election of Directors The Board recommends a vote FOR each Director nominee Investor Presentation: 2019 Annual Meeting of Stockholders 5

Newly Refreshed Board is Strongly Positioned to Drive Success Each director brings a diverse mix of skills, experience, knowledge and independence to best position the Board for effective decision-making in supporting our long-term strategy  With the closing of the Combination, our Board increased from 9 to 11 members  Added 5 new, experienced and qualified members to the Board, complementing the Board’s existing skills and expertise for post- Combination McDermott Mary L. Shafer-Malicki Gary P . Luquette John F . Bookout, III W. Craig Kissel Former Senior Vice President Chair of the Board Partner, Apollo Global Compensation and Chief Executive Officer, Former President, Committee Chair Management, LLC BP Angola, BP p.l.c. Chief Executive Officer Former President, Commercial Systems, Frank’s International N.V . Trane, Inc. Forbes I. J. Alexander David Dickson James H. Miller Marsha C. Williams President and Chief Executive Vice President, Former Chairman, Former Senior Vice President Executive Officer, Jabil, Inc. PPL Corporation and Chief Financial Officer, McDermott International, Orbitz Worldwide, Inc. Inc. Philippe Barril L. Richard Flury WilliamH. Schumann,III Transition Governance Audit Committee Chair Committee Chair Committee Chair Former Executive Chief Operating Officer, Former Chief Executive Vice President SBM Offshore,N.V . Officer,Gas, Power & FMC Technologies, Inc. Renewables, BP p.l.c. Investor Presentation: 2019 Annual Meeting of Stockholders 6

Focused and Engaged Board Our Board continuously evaluates its composition to ensure effective oversight of McDermott’s strategy in driving long-term stockholder value Relevant Skills and Experience Independent Perspective Balanced Board Tenure 10 International Operations 2 1 11 Executive Leadership 8 or more 1 to 4 years years 7 Financial Oversight 11 Energy/Oilfield Services Responsibilities 3 5 5 to 7 Less than 9 Other Public Company 10 Corporate Governance years 1 year 10 Independent Directors Board Experience 1 Non-Independent Director 6 Experience with Core Customers Commitment to Board Refreshment Annual review of committee Periodic third party evaluation of Board Mandatory retirement at Committee Chair rotation after age 72 five years of service composition and individual director and Committee effectiveness, last skills and qualifications conducted early 2017 Investor Presentation: 2019 Annual Meeting of Stockholders 7

Strong Governance and Compensation Practices Remain a Priority Our Board believes in sound corporate governance and places significant weight on stockholder feedback in making decisions on corporate governance and executive compensation policies and programs Corporate Governance Practices Compensation Practices Repricing of underwater Double-trigger change-in-control The Board is actively Long-term incentive Majority voting for directors stock options agreements involved in stockholder compensation is subject to Use of independent third outreach efforts forfeiture Excise tax gross-ups Annual review of share utilization party facilitator in connection Independent Board Chair Annual incentive compensation Derivatives trading, Independent compensation with 2017 annual Board and is subject to linear and hedging or pledging of Committee evaluations Consistent director consultant capped payouts McDermott stock refreshment using a Annual review of peer group Management succession Use of multiple performance metrics standardized process planning oversight Employment Clawback policy contracts providing for Significant stock ownership Independent director Board risk oversight continued search firm utilized in guidelines for directors employment selecting director and officers candidates Investor Presentation: 2019 Annual Meeting of Stockholders 8

Commitment to Ongoing and Meaningful Stockholder Engagement Our Board is firmly committed to constructive engagement with our stockholders and regularly reviews and responds to their expressed views  In 2015, our Board established a formal and extensive stockholder outreach program on executive compensation and governance matters, under which certain directors and/or executive officers solicit feedback from our stockholders on governance and compensation matters  Dialogue with stockholders has led to a number of meaningful changes Compensation Social and Environmental Governance  Enhancing transparency in proxy statement  Increasing disclosures on our corporate social  Maintaining a Separate Chair of the Board disclosures regarding compensation matters, responsibility and sustainability activities and CEO including disclosing specific targets of our  Establishing a formal CSR Corporate Steering  Maintaining a Board comprised of all compensation programs and how they tie to Committee and a Global Coordination Team to more independent directors, except our CEO our strategy closely align CSR activities to our business objectives  Engaging an independent third-party  Including a relative metric for long-term  Taking steps to align our CSR framework to the ISO facilitator to conduct the annual Board and incentive plan awards 26000:10 standard, which provides guidance to Committee evaluations every few years or  Requiring double-trigger vesting of equity assess and address social responsibilities that are as needed awards upon a change in control relevant and significant to McDermott’s: mission and  Adoption of limits on the number of outside vision; operations and processes; customers,  Introduction of a competitor peer group for boards on which our directors may serve employees, communities and other stakeholders; and performance-based equity awards  Maintaining a commitment to Board environmental impact  Appropriate revisions to our compensation peer refreshment groups Investor Presentation: 2019 Annual Meeting of Stockholders 9