Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Appointment of Chief Financial Officer
On May 2, 2016, Diamond Offshore Drilling, Inc. (the Company) announced that it has appointed Kelly Youngblood as its Senior
Vice President and Chief Financial Officer, to be effective on May 3, 2016 upon the retirement of Gary T. Krenek, the Companys current Senior Vice President and Chief Financial Officer. The Company announced the impending retirement of
Mr. Krenek in February 2016.
Prior to joining the Company, Mr. Youngblood, age 50, held a variety of managerial positions with
Halliburton Company, one of the worlds largest providers of products and services to the energy industry. Most recently, Mr. Youngblood has served as Vice President, Investor Relations since 2011. Mr. Youngblood joined Halliburton in
1988 as a Staff Accountant and served in numerous financial management positions for Halliburton and its subsidiaries, including Senior Director, Finance - Western Hemisphere and Director, External Reporting and Accounting Research.
Mr. Youngblood, a CPA, received a Bachelor of Business Administration degree in Accounting from Cameron University.
There are no
family relationships between Mr. Youngblood and any director or executive officer of the Company. Other than his employment relationship with the Company and his compensation and benefits in connection with such employment relationship,
Mr. Youngblood has not had a direct or indirect material interest in any transaction since the beginning of the Companys last fiscal year, or in any currently proposed transaction, involving an amount in excess of $120,000 in which the
Company was or is to be a participant. There are no arrangements or understandings between Mr. Youngblood and any other person pursuant to which he was selected as an officer.
Severance Contract
On May 2, 2016,
the Company entered into a severance agreement with Mr. Youngblood. The agreement has a term of one year. Pursuant to the agreement, if Mr. Youngbloods employment with the Company is terminated without cause, or he
resigns for good reason, both as defined in the agreement, Mr. Youngblood would be entitled to receive (i) unpaid base salary through his termination date, (ii) as a severance payment, an amount equal to 12
months of his base salary and his target annual bonus and (iii) continued coverage under group health and other plans for one year. All payments under the agreement are subject to applicable tax withholding. As a condition to
Mr. Youngblood receiving the severance payment, Mr. Youngblood must first execute a valid release for the benefit of the Company.
The foregoing description of Mr. Youngbloods severance agreement does not purport to be complete and is qualified in its entirety
by reference to the full text, which will be filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2016.
2
New Appointment Equity Compensation Grant
On or about June 1, 2016, the Company will grant to Mr. Youngblood restricted stock units (RSUs) under the Companys
Equity Incentive Compensation Plan with an aggregate value of $700,000, of which (a) 60% of the RSUs granted will cliff vest subject to the Companys level of achievement towards a specified financial target for each of 2016, 2017 and 2018
and subject further to the negative discretion of the Compensation Committee of the Board of Directors to reduce the number of the RSUs that would otherwise be eligible to vest and (b) 40% of the RSUs granted will separately time-vest on the
second and third anniversaries of the grant date.