McDermott International, Inc. (NYSE:MDR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

On February27, 2017, the Compensation Committee (the Compensation
Committee) of the Board of Directors (the Board) of McDermott
International, Inc. (McDermott) took the following actions
relating to the compensation of McDermotts chief executive
officer, chief financial officer, each currently employed
executive officer listed in the Summary Compensation Table in
McDermotts proxy statement for its 2016 Annual Meeting of
Stockholders and each other currently employed executive officer
expected to be listed in the Summary Compensation Table in
McDermotts proxy statement for its 2017 Annual Meeting of
Stockholders (collectively, the Named Executive Officers).

2017 Annual Base Salaries. The Compensation
Committee approved the following base salaries for the Named
Executive Officers, effective April1, 2017:

2017 Annual Cash Bonus. The Compensation
Committee established 2017 annual target award opportunities for
participants in McDermotts Executive Incentive Compensation Plan
(the EICP), including the Named Executive Officers. For the year
ending December31, 2017, the target award opportunities for the
Named Executive Officers are as follows:

In connection with the 2017 EICP awards, the Compensation
Committee approved financial metric performance goals based on
McDermotts consolidated operating income, free cash flow, order
intake and operating margins on order intake, weighted as set
forth below. McDermotts financial performance against the stated
goals will determine the threshold (0.5x),

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target (1.0x)and maximum (2.0x)possible funding for each
financial performance goal, with the weighted sum of each funding
multiple determining the pool funding multiple (the Pool Funding
Multiple):

The Pool Funding Multiple will then be, for each participant in
the EICP, multiplied by the product of such participants 2017
base salary earned times their respective Target EICP Award
Opportunity, and such amounts will be aggregated to determine the
total amount of the bonus pool from which 2017 EICP awards may be
paid (the 2017 EICP Pool). However, the Compensation Committee
determined that the 2017 EICP Pool will not be less than 0.5x nor
more than 2.0x the aggregate dollar amount of the participants
2017 target award opportunities.

A participants actual bonus award will be determined by
achievement of the participants individual performance goals, in
each case in accordance with objective measures required by the
terms of the EICP.

In no event may any Named Executive Officers annual bonus exceed
two times his or her respective Target EICP Award Opportunity,
and no participant is guaranteed a minimum award under the EICP.
The Compensation Committee has the discretion to increase or
decrease the amount of any payout in its sole discretion, even if
one or more of the applicable performance goals have been
achieved.

2017 Long-Term Incentive. The Compensation
Committee approved the type of grants and form of grant
agreements to be used in connection with the 2017 annual
long-term incentive awards. The 2017 awards include, for each
Named Executive Officer, grants of restricted stock units and
performance units in the approximate grant date fair value
amounts set forth below. The grants were all made to the 2016
McDermott International, Inc. Long-Term Incentive Plan. The
foregoing description of the grants of restricted stock units and
performance units is a summary and is qualified in its entirety
by reference to the forms of the restricted stock unit and
performance unit grant agreements, which are included as Exhibits
10.1 and 10.2, respectively, to this current report on Form 8-K.

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Perquisite Program. The Compensation Committee
approved a perquisite program for certain of our executive
officers, including each of the Named Executive Officers. The
perquisite program provides for financial planning services and
an executive physical, to be reimbursed to the participant or
paid directly to the participants provider of choice, in a
combined amount not to exceed $20,000. No other perquisites are
provided to executive officers, with the exception of
company-required spousal travel for (1)the Chief Executive
Officer, and (2)the remaining Named Executive Officers, as
approved by the Chief Executive Officer.

Deferred Compensation Plan Company Contribution.
The Compensation Committee approved a 2017 company contribution
under the McDermott International, Inc. Director and Executive
Officer Deferred Compensation Plan (the Deferred Compensation
Plan) for certain of our executive officers, including the Named
Executive Officers, in an amount equal to 5% of Compensation (as
defined in the Deferred Compensation Plan) received from
McDermott during 2016.

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McDermott International, Inc. (NYSE:MDR) Recent Trading Information

McDermott International, Inc. (NYSE:MDR) closed its last trading session at with 3,281,920 shares trading hands.