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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Officer
On November 18, 2019, the Board of Directors (the “Board”) of McDermott International, Inc. (“McDermott”) appointed Dale Suderman, age 46, as Vice President, Chief Accounting Officer of McDermott. Mr. Suderman will serve as the Company’s principal accounting officer. Mr. Suderman has served as McDermott’s Senior Director, Financial Planning and Analysis since July 2016. Prior to joining McDermott, Mr. Suderman served as Senior Director, Finance for Direct Energy, a subsidiary of Centrica plc, from 2012 to July 2016 and other roles of increasing responsibility, including Senior Director, Residential Controller, Consolidated Planning and Reporting, from 2009 to 2011, Director of Portfolio Management and Analytics, from 2008 to 2009, and Director, Financial Accounting and Reporting, from 2006 to 2008. Previously, Mr. Suderman served in various managerial positions of increasing responsibility at Ernst & Young, LLP, from June 2002 to October 2006, Arthur Andersen, LLP from 1999 to May 2002 and PricewaterhouseCoopers, LLP, from 1998 to 1999.
In connection with his appointment, Mr. Suderman will be entitled to an annual base salary of $285,000 and will be provided with a retention bonus equal to 75% of his annual base salary, subject to his execution of a Retention Bonus Award Agreement in substantially the form approved by the Board on October 17, 2019 and described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2019.
There are no family relationships existing between Mr. Suderman and any director or executive officer of McDermott. Mr. Suderman does not have any interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Suderman and any other person pursuant to which he was appointed as an officer of McDermott.
Appointment of Directors
On November 18, 2019, the Board increased its size from 11 to 13 members and appointed Alan J. Carr and Heather L. Summerfield to the Board and the Finance Committee of the Board.
Mr. Carr and Ms. Summerfield do not have any interests in any transactions requiring disclosure under Item 404(a) of Regulation S-K and there are no arrangements or understandings between Mr. Carr or Ms. Summerfield and any other person pursuant to which they were appointed as directors.
In connection with their appointments, Mr. Carr and Ms. Summerfield will each receive $300,000 per year, payable quarterly in advance, as well as compensation on a per diem basis at a rate of $5,000 in cash for days on which they devote more than four hours of time to McDermott matters, outside of Board meetings, for meetings or activities outside the scope of normal Board duties.