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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities

Exchange Act of 1934 (Amendment No. )

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Notice of Annual Meeting

and

2018 Proxy Statement

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Forward-Looking Statements

McDermott cautions that the statements in this proxy statement which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact actual results of operations of McDermott. These forward-looking statements include, among other things, statements about backlog, to the extent backlog may be viewed as an indicator of future revenues, and about the expected benefits resulting from McDermott’s combination with Chicago Bridge & Iron Company N.V. and McDermott’s strategic objectives. Although we believe that the expectations reflected in those forward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties which may cause actual results to differ materially from the forward-looking statements, including, among others: the possibility that the expected synergies from the combination will not be realized, or will not be realized within the expected time period; difficulties related to the integration of the two companies; the diversion of management time and attention on the post-combination integration efforts; adverse changes in the markets in which McDermott operates or credit markets; our credit ratings; the inability of McDermott to execute on contracts in backlog successfully; changes in project design or schedules; the availability of qualified personnel; changes in the terms, scope or timing of contracts; contract cancellations; change orders and other modifications and actions by customers and other business counterparties of McDermott; changes in industry norms; and adverse outcomes in legal proceedings, regulatory proceedings or enforcement matters. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. You should not place undue reliance on forward-looking statements. For a more complete discussion of these and other risk factors, please see McDermott’s annual and quarterly filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2017 and subsequent quarterly reports on Form 10-Q. Except to the extent required by applicable law, McDermott undertakes no obligation to update or revise any forward-looking statement.

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3

LETTER TO STOCKHOLDERS

To My Fellow Stockholders:

2017 was not only a year of continued financial success, but also a year of tremendous strategic and operational significance for McDermott. Most notably, in December 2017, we announced our agreement with Chicago Bridge & Iron Company N.V (“CB&I”) to combine to create a premier, fully integrated, onshore-offshore company, with a broad engineering, procurement, construction and installation (EPCI) service offering and market leading technology portfolio. Our combination with CB&I closed effective May 10, 2018, which marks a big step toward our goal of being a true global leader in our industry. That transaction, together with our notable 2017 financial results, demonstrates our unwavering dedication to the successful execution of our strategy of maintaining a sustainable, profitable and growth-oriented business with a focus on stockholders, customers and other stakeholders. With the completion of the combination, we have substantially diversified our capabilities and are well-positioned globally in attractive, high-growth markets.

We are pioneering a new kind of company that can work together with our customers to provide integrated, end-to-end solutions—from wellhead to storage tank—that deliver the quality, efficiency and certainty needed to keep their businesses growing. Our strategic objectives are to:

●	Growrevenue and earnings by leveraging our end-to-end onshore/offshore solutions offerings to global energy customers, steadily expanding our EPC portfolio in petrochemical and refining by capitalizing on pull-through opportunities provided by our technology business, and maximizing the benefit of revenue and cost synergies, with relentless focus on risk management and operating efficiency.
●	Expand our leadership position in served markets and technology.
●	Sustain our tier-one safety performance.
●	Maintain a disciplined capital allocation plan by reducing total debt and maintaining a competitive level of capital investment.

Our 2017 executive compensation programs were thoughtfully structured to align with and drive our operational performance and achieve financial targets. In making compensation decisions for 2017, the Compensation Committee considered our operating strategy, goals and significantly improved operational and financial performance, with appreciation of the prevailing macro oil and gas environment and comments received during stockholder outreach conducted over the past few years.

We also continued our thoughtful, forward-looking and stockholder informed approach to corporate governance in 2017. In line with our belief that an effective Board cannot remain static, Philippe Barril was appointed to the Board as a new independent director in September 2017. Then, with the closing of the combination, in May 2018, we welcomed five new, experienced and qualified members to our Board: Messrs. Forbes I.J. Alexander, L. Richard Flury, W. Craig Kissel and James H. Miller and Ms. Marsha C. Williams. Together, these new directors bring a valuable mix of diverse skill-sets to our Board that will help to support our long term strategy.

“McDermott’s remarkable transformation, which most recently included the strategic and operational milestones achieved in 2017 and the combination with CB&I in 2018, reflects the commitment of our Board, executive management and employees to carrying out our operating strategy in a difficult macro environment.”

Thanks to their efforts, we believe that, today, McDermott has the global reach, integrated technology, engineering expertise and construction experience to design and build the energy infrastructure of the future.

I am pleased to invite you to attend McDermott’s 2018 Annual Meeting of Stockholders. The accompanying Proxy Statement further highlights key activities and accomplishments of 2017 and contains information on the matters for which we are seeking your vote at this year’s Annual Meeting. On behalf of the Board, our executive management team, and the entire McDermott organization, thank you for your continued interest and support, as we seek to leverage the momentum of our recent strategic and operational accomplishments and look to the future.

Sincerely yours,

	Gary P. Luquette
	Independent Chair of the Board
	August 10, 2018

Date Filed:YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the meeting, please take a few minutes now to vote your shares.

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McDERMOTT INTERNATIONAL, INC.
757 N. Eldridge Pkwy.
Houston, Texas 77079

NOTICE OF 2018 ANNUAL MEETINGOF STOCKHOLDERS

	Time		Location
8:00 a.m., local time, on Wednesday, September 26, 2018				McDermott International, Inc.

David Dickson		757 N. Eldridge Pkwy.
President and Chief Executive Officer		Houston, Texas 77079Claridge’s Brook Street Mayfair London W1K 4HR United Kingdom

March 27, 2015

Dear Stockholder:

Record Date and Voting
You are cordially invitedentitled to attend this year’s Annual Meetingvote if you were a stockholder of Stockholdersrecord at the close of McDermott International, Inc., which will be heldbusiness on Friday, May 8, 2015, at The Westin Houston Hotel, 945 Gessner Road, Houston, Texas 77024, commencing at 10:00 a.m., local time. The noticeJuly 30, 2018 (the “Record Date”). Each share of Annual Meetingcommon stock is entitled to one vote for each director nominee and proxy statement following this letter describeone vote for each of the mattersother proposals to be actedvoted on at the meeting.

McDermott is utilizing the Securities and Exchange Commission’s Notice and Access proxy rule, which allows companies to furnish proxy materials via the Internet as an alternative to the traditional approach of mailing a printed set to each stockholder. In accordance with these rules, we have sent a Notice of Internet Availability of Proxy Materials to all stockholders who have not previously elected to receive a printed set of proxy materials. The Notice contains instructions on how to access our 2015 Proxy Statement and Annual Report to Stockholders, as well as how to vote either online, by telephone or in person at the 2015 Annual Meeting.

It is very important that your There were 180,536,768 shares are represented and voted at the Annual Meeting. Please vote your shares by Internet or telephone, or, if you received a printed set of materials by mail, by returning the accompanying proxy card, as soon as possible to ensure that your shares are voted at the meeting. Further instructions on how to vote your shares can be found in our Proxy Statement.

Thank you for your support of our company.

Sincerely yours,

DAVID DICKSON

YOUR VOTE IS IMPORTANT.

Whether or not you plan to attend the meeting, please take a few minutes now to vote your shares.

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 8, 2015.

The proxy statement and annual report are availablecommon stock outstanding on the Internet at www.proxyvote.com.

The following information applicable to the Annual Meeting may be found in the proxy statement and accompanying proxy card:

The date, time and location of the meeting;

A list of the matters intended to be acted on and our recommendations regarding those matters;

Any control/identification numbers that you need to access your proxy card; and

Information about attending the meeting and voting in person.

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McDERMOTT INTERNATIONAL, INC.

757 N. Eldridge Pkwy.

Houston, Texas 77079

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS

Record Date.

Time and Location

10:00 a.m., local time, on Friday, May 8, 2015

The Westin Houston Hotel

945 Gessner Road

Houston, Texas 77024

Items of Business
1	1.	To elect eighteleven members to our Board of Directors, each for a term extending until our 2019 Annual Meeting of one year. Stockholders.

2

2.

To conduct an advisory vote to approve named executive officer compensation.

3

3.

To ratify our Audit Committee’s appointment of DeloitteErnst & ToucheYoung LLP as our independent registered public accounting firm for the year ending December 31, 2015. 2018.

4

4.

To transact such other business that properly comes before the meeting or any adjournment thereof.

Notice and Access
Instead of mailing a printed copy of our proxy materials, including our Annual Report on Form 10-K, to each stockholder of record, we are providing access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders. Accordingly, on August 10, 2018, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record as of the Record Date, and posted our proxy materials on the Web site referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, all stockholders may choose to access our proxy materials on the Web site referred to in the Notice and/ or may request a printed set of our proxy materials. In addition, the Notice and Web site provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Record Date

You are entitled to vote if you were a stockholder of record at the close of business on March 12, 2015.

Attending the Annual Meeting
See page 71, “Questions and Answers About the Annual Meeting and Voting” for details.

Notice and Access

Instead of mailing a printed copy of our proxy materials, including our Annual Report, to each stockholder of record, we are providing access to these materials By Order of the Board of Directors, John M. Freeman Corporate Secretary August 10, 2018 Proxy Voting Your vote is important. Please vote via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders. Accordingly, on March 27, 2015, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record as of March 12, 2015, and posted our proxy materials on the Web site referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, all stockholders may choose to access our proxy materials on the Web site referred to in the Notice and/or may request a printed set of our proxy materials. In addition, the Notice and Web site provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Proxy Voting

Your vote is important. Please vote your proxy promptly so your shares can be represented, even if you plan to attend the Annual Meeting. You can vote by Internet, by telephone or by requesting a printed copy of the proxy materials and using the proxy card enclosed with the printed materials.

Meeting Admission

Attendance at the meeting is limited to stockholders and beneficial owners as of the record date or duly appointed proxies. No guests will be admitted, except for guests invited by McDermott. Registration will begin at 9:00 a.m., and the meeting will begin promptly at 10:00 a.m. If your shares are held in “street name” through a broker, bank, trustee or other nominee, you are a beneficial owner, and beneficial owners will need to show proof of beneficial ownership, such as a copy of a brokerage account statement, reflecting stock ownership as of the record date in order to be admitted to the meeting. If you are a proxy holder for a stockholder, you will need to bring a validly executed proxy naming you as the proxy holder, together with proof of record ownership of the stockholder naming you as proxy holder. Please note that you may be asked to present valid photo identification, such as a valid driver’s license or passport, when you check in for registration. No cameras, recording equipment or other electronic devices will be allowed to be brought into the meeting room by stockholders or beneficial owners. BY INTERNET

By Order of the Board of Directors,

LIANE K. HINRICHS

Secretary

March 27, 2015

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PROXY STATEMENT FOR

2015 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

				www.proxyvote.com
Page	BY TELEPHONE
	Toll-free 1-800-690-6903
	BY MAIL
	Follow instructions on your proxy card

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on September 26, 2018.

The proxy statement and Annual Report on Form 10-K are available on the Internet atwww.proxyvote.com.

The following information applicable to the Annual Meeting may be found in the proxy statement and accompanying proxy card:

●	The date, time and location of the meeting;
●	A list of the matters intended to be acted on and our recommendations regarding those matters;
●	Any control/identification numbers that you need to access your proxy card; and
●	Information about attending the meeting and voting in person.

2018 PROXY STATEMENT

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ABOUT MCDERMOTT

McDermott is a premier, fully-integrated provider of technology, engineering and construction solutions to the energy industry. For more than a century, customers have trusted McDermott to design and build end-to-end infrastructure and technology solutions—from the wellhead to the storage tank—to transport and transform oil and gas into the products the world needs today. Our proprietary technologies, integrated expertise and comprehensive solutions deliver certainty, innovation and added value to energy projects around the world.

Customers rely on McDermott to deliver certainty to the most complex projects, from concept to commissioning. We call it the “One McDermott Way.”

McDermott at a Glance

Learn more about our strategy and how we are building a new kind of company
at https://www.mcdermott.com/Who-We-Are

www.mcdermott.com

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CORPORATE RESPONSIBILITY

McDermott focuses its corporate responsibility efforts in three main areas:

1.	Conducting our global business to the highest ethical standards;
2.	Being a good neighbor around the world where our employees live and work through responsible environmental practices and community involvement; and
3.	Providing a safe, healthy and hospitable work environment that embraces diversity and offers career development opportunities.

ETHICAL BUSINESS PRACTICES

McDermott is strongly committed to conducting its worldwide business activities in accordance with high ethical standards that are derived from such fundamental values as honesty, integrity, reliability, fairness, mutual respect and trust. We believe this is the right way to operate our businesses. The Board of McDermott has adopted a Code of Ethics and Corporate Governance Guidelines that ensure compliance with applicable laws and regulations and encourage the highest standards of integrity in the conduct of our business.

Good Neighbor Practices

For McDermott, being a good neighbor means protecting the environment at our jobsites and facilities worldwide. It also means improving the quality of life in the communities where our employees live and work through community involvement, work force development initiatives, and using local suppliers when possible.

Proxy SummaryCommunity involvement.McDermott employees volunteer their time to health, educational and human service organizations in communities across the globe, and we support social, economic and cultural development initiatives in conjunction with many of our major projects. Local operations identify those with the greatest need and develop partnerships to support the health, safety and well-being of their neighbors. Employees are generous with their time and often volunteer after-hours or on weekends to support the greater good.

Responsible Workplace Practices

McDermott is committed to treating every employee with respect and dignity and providing a safe, hospitable and quality work environment. We recognize that a motivated, well-trained, diverse workforce is a significant competitive advantage.

		Health and safety.Safety is a core value at McDermott. It is the responsibility of every employee, and zero incidents is our foremost goal. We implement rigorous controls through every phase of our projects, and our employees receive extensive training on how to perform their jobs safely, properly and in compliance with environmental regulations. We are committed to fostering a culture where open communication about safety by all personnel is considered normal, and accountability for safety performance is applied appropriately.
			i
		QuestionsRespecting diversity.In the course of our more than 125-year history, McDermott has assembled a talented workforce from locations around the world, intermingling employees from all cultures and Answers abouttraditions to best leverage their talent and expose them to career development opportunities. On many of our larger jobs, the Annual Meetingproject team often comprises individuals of Stockholders and Voting25 or more different nationalities working together toward a common goal. Many employees who first joined McDermott in their home country subsequently move with us from project to project around the world.
			1
		Item 1 — ElectionHospitable workplace.McDermott is firmly committed to a workplace free from discrimination, hostility or harassment. The company has a policy of Directorspromoting equal opportunity in employment without discrimination based upon race, color, religion, sex, gender, age, national origin, disability or any other status protected under applicable law. Discrimination or harassment based upon any of these characteristics is prohibited and will not be tolerated.
			6
Election Process			6
Director Qualifications			6
Director Nominations			6
2015 Nominees			7
Corporate GovernanceEmployee development.			11
Director Independence			11
Executive Sessions			12
Communications WithMcDermott is committed to providing our employees with a work environment that is conducive to development and career growth. We provide employees with numerous opportunities to improve their skills, further their education and advance within the Boardcompany.			12
Board of Directors and Its Committees			12
The Board’s Role in Risk Oversight			15
Compensation Policies and Practices and Risk			15
Compensation Committee Interlocks and Insider Participation			16
Compensation of Directors			17
Director Compensation Table			17
Executive Officer Profiles			19
Compensation Discussion and Analysis			26
Executive Summary			26
How We Make Compensation Decisions			32
Compensation Philosophy			32
Impact of 2014 Say-on-Pay Vote on Executive Compensation			32
Defining Market Range Compensation – Benchmarking			33
What We Pay and Why: Elements of Total Direct Compensation			34
2014 NEO Compensation			39
2014 Other Compensation Elements			42
Other Compensation Policies and Practices			45
Survey Peer Group			47
Compensation Committee Report			48
Compensation of Executive Officers			49
Summary Compensation Table			49
Grants of Plan-Based Awards			51
Outstanding Equity Awards at Fiscal Year End			52
Option Exercises and Stock Vested			54
Pension Benefits			55
Nonqualified Deferred Compensation			57
Potential Payments Upon Termination or Change in Control			58
Item 2 — Advisory Vote to Approve NEO Compensation			64
Audit Committee Report			66
Item  3 — Ratification of Appointment of Independent Registered Public Accounting Firm for Year Ending December 31, 2015			67
Security Ownership of Directors and Executive Officers			69
Security Ownership of Certain Beneficial Owners			70
Certain Relationships and Related Transactions			71
Section 16(a) Beneficial Ownership Compliance			71
Stockholders’ Proposals			72

2018 PROXY STATEMENT

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully. As used in this proxy statement, unless the context otherwise indicates or requires, references to “McDermott,” “we,” “us,” and “our” mean McDermott International, Inc. and its consolidated subsidiaries.

We first sent or provided this proxy statement and the form of proxy for our 2018 Annual Meeting of Stockholders

to our stockholders beginning on August 10, 2018.

ItemsThe Board of BusinessDirectors has nominated eleven candidates, each for thea term extending until our 2019 Annual Meeting

of Stockholders, and recommends that stockholders vote for each nominee based on their specific background, experience, qualifications, attributes and skills.

Item of Business	The Board recommends a voteFOReach director nominee		Page 13

Board and Corporate Governance Highlights

We are committed to maintaining the highest standards of corporate governance. The Board has built a strong and effective governance framework, which has been designed to promote the long-term interests of stockholders and support Board and management accountability.

				Director Since		Committees		Other Current Public Company Boards
		Forbes I.J. Alexander,58Independent Chief Financial Officer Jabil, Inc.		2018		●Audit		●None
		Philippe Barril,53Independent Chief Operating Officer SBM Offshore, N.V.		2017		●Audit ●Transition (Chair)		●None
		Board VoteJohn F. Bookout, III,64Independent RecommendationPartner Apollo Global Management, LLC		2006		●Governance		●None
		PageDavid Dickson,50 ReferencePresident, Chief Executive Officer McDermott		2013		●Transition		●None
		L. Richard Flury,71Independent Chief Executive Officer Gas Power and Renewables BP plc (retired)		2018		●Compensation ●Governance (Chair)		●Callon Petroleum Corporation
		W. Craig Kissel,67Independent President, Commercial Systems Trane, Inc. (retired)		2018		●Compensation (Chair)		●Watts Water Technologies
		Gary P. Luquette,62Independent President, Chief Executive Officer Frank’s International N.V. (retired) Non-Executive Chair of the Board McDermott		2013		●Compensation ●Transition		●Southwestern Energy Company ●Apergy Corporation
		James H. Miller,69Independent Chairman PPL Corporation (retired)		2018		●Governance		●AES Corporation ●Crown Holdings, Inc.
		William H. Schumann, III,68Independent Executive Vice President FMC Technologies, Inc. (retired)		2012		●Audit (Chair)		●Avnet, Inc. ●Andeavor
		Mary L. Shafer-Malicki,57Independent Senior Vice President, Chief Executive Officer BP Angola (retired)		2011		●Compensation ●Governance		●Wood PLC ●QEP Resources, Inc.
		Marsha C. Williams,67Independent Senior Vice President, Chief Financial Officer Orbitz Worldwide, Inc. (retired)		2018		●Audit		●Fifth Third Bancorp ●Modine Manufacturing Company, Inc.

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RELEVANT SKILLS AND EXPERIENCE

	11Executive Leadership
	11Energy/Oilfield Services
	9Public Company Board
	6Experience with Core Customers
	10International Operations
	7Financial Oversight Responsibilities
	10Corporate Governance

TheOur directors bring leadership experience in fields relevant to McDermott.

McDermott’s Board has implemented several policies and structures that we believe are “best practices”among best practices in corporate governance. The Corporate Governance section of this proxy statement beginning on page 13 describes our governance including:

Separatingframework, which includes the Chairmanfollowing:

CURRENT BOARD AND GOVERNANCE INFORMATION

11 Size of Board

10 Number of Independent Directors

15 Board Meetings Held in 2017

72 Mandatory Retirement Age

62 Average Age of Directors

	Separate Chair and CEO
	Annual Board and Committee Evaluations
	Independent Directors Meet in Executive Sessions
	Board Orientation
	Succession Planning Oversight
	Board Risk Oversight

	Code of Conduct for Directors, Officers and Employees
	Stock Ownership Guidelines for Directors and Executive Committee, or EXCOM, Members
	Anti-Hedging and Pledging Policies
	Clawback Policy and Forfeiture Provisions
	Stockholder Outreach Program

2018 PROXY STATEMENT

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Item 2 — Advisory Vote to Approve Named Executive Officer Compensation

Our stockholders have the opportunity to cast a non-binding advisory vote on the compensation of our named executive officers. Last year, over 86% of the votes cast on this proposal were in favor of our executive compensation program. We recommend that you review our Compensation Discussion and Analysis beginning on page 26,35, which explains in greater detail the philosophy of the Compensation Committee and its actions and decisions during 2014in 2017 regarding our compensation programs. While the outcome of this proposal is non-binding, the Board and Compensation Committee will consider the outcome of the vote when making future compensation decisions.

	The Board recommends a voteFORthis proposal		Page 35

Since David Dickson’s appointment as Chief Executive Officer in December 2013, McDermott has transformed as a company and positioned itself for the anticipated upturn in the oilfield services industry through a turnaround, stabilization of the business and optimization via cost-reduction initiatives. McDermott has also been focused on sustainability and growth, through strategic asset investment and the combination with Chicago Bridge & Iron Company N.V. (“CB&I”) announced in late 2017, which closed effective May 10, 2018.

1				2				3
Stabilization				Optimization				Looking Ahead
●New leadership took countermeasures to stop multi-year EBIT decline ●Stronger relationships with key customers—signaled a transformation of McDermott				●Undertook cost-reduction programs and business development efforts across existing business lines ●Additional measures taken to improve process and asset refreshment				●Maintain strong focus on strengthening customer relationships ●Maintain strong focus on operational and cost effectiveness

In 2017 our operating strategy was to maintain a sustainable, profitable and growth-oriented business, with a focus on stockholders, customers and other stakeholders. In furtherance of this strategy, our 2017 goals were to:

Solid, consistent operational performance driven by the One McDermott Way, consistent focus on liquidity and strong customer relationships drove the execution of McDermott’s strategy and goals in 2017.

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2017 Executive Compensation Highlights

The Compensation Committee is committed to targeting reasonable and competitive total direct compensation for our Named Executive Officers, or NEOs, with a significant portion of that compensation being performance-based. Our Boardcompensation programs are designed to align with and drive achievement of Directors recommends thatour business strategies and provide competitive opportunities. Accordingly, achievement of most of those opportunities depends on the attainment of performance goals and/or stock price performance. McDermott’s compensation programs are designed to provide compensation that:

Attracts, motivates and retains high-performing executives			Provides performance-based incentives to reward achievement of short and long-term business goals and strategic objectives while recognizing individual contributions			Aligns the interests of our executives with those of our stockholders

The Compensation Committee has designed and administered compensation programs aligned with this philosophy and is committed to continued outreach to stockholders vote “For”to understand and address comments on our compensation programs.

Reflecting this philosophy, our NEO compensation arrangements in 2017 provided for the advisory votecontinuing use of three elements of target total direct compensation: annual base salary, annual incentive provided under our Executive Incentive Compensation Plan, or EICP, and long-term incentives, or LTI. In making compensation decisions for 2017, the Compensation Committee considered McDermott’s operating strategy and goals and significantly improved operational and financial performance, with appreciation of the “lower for longer” macro oil and gas environment and comments received during the 2017 stockholder outreach program.

With respect to approve named executive officerplan design, the Compensation Committee maintained consistency:

2018 PROXY STATEMENT

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2017 Executive Incentive Compensation Plan

	Goal			Performance Metric
Drive profitability via improved project execution			Operating Income
Prioritize liquidity needs			Free Cash Flow
Support future business			Order Intake
Promote pricing discipline on new work			Order Intake Operating Margin

2017 Long-Term Incentive Plan — Performance Units

	Goal			Performance Metric
Efficiently allocate capital to profitable investments			Relative Return on Average Invested Capital
Generate returns for stockholders			Stock Price Increase

With respect to levels of compensation, the Compensation Committee generally sought to bring 2017 NEO compensation more in line with market range (generally, within 15% of market median as further described below). For 2017 NEO compensation, the Compensation Committee provided:

The mix of target total direct compensation for Mr. Dickson for 2017 is shown in the chart below.

Our Board of Directors has ratified our Audit Committee’s appointment of DeloitteErnst & ToucheYoung LLP as McDermott’s independent registered public accounting firm for the year ending December 31, 2015,2018, and, as a matter of good governance, we are seeking stockholder ratification of thisthat appointment.

	The Board recommends a voteFORthis proposal		Page 67

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2018 PROXY STATEMENT

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CORPORATE GOVERNANCE

Introduction

Our Board of Directors recommendsmaintains a strong commitment to corporate governance and has implemented policies and procedures that stockholders vote “For”we believe are among the ratification of Deloitte & Touche LLP as McDermott’s independent registered public accounting firm for the year ending December 31, 2015.best practices in corporate governance.

Communicating with the Board of Directors

Stockholders or other interested persons may send written communications to the independent membersWe maintain a corporate governance section on our Web site which contains copies of our principal governance documents. The corporate governance section may be found atwww.mcdermott.comunder “INVESTORS – Corporate Governance” and “WHO WE ARE – Leadership – Board addressed to Board of Directors (independent members), c/o McDermott International, Inc., Corporate Secretary’s Office, 757 N. Eldridge Pkwy., Houston, Texas 77079.

iv

QUESTIONS AND ANSWERS ABOUT THE

ANNUAL MEETING OF STOCKHOLDERS AND VOTING

What isCommittees.” The corporate governance section contains the purpose of these proxy materials?following documents:

As more fully described in the Notice, the Board of Directors of McDermott International, Inc. (“McDermott”) has made these materials available to you in connection with our 2015 Annual Meeting of Stockholders, which will take place on May 8, 2015 at 10:00 a.m., local time (the “Annual Meeting” or “Meeting”). We mailed the Notice to our stockholders beginning on March 27, 2015, and our proxy materials were posted on the Web site referenced in the Notice on that same date.

McDermott, on behalf of its Board of Directors, is soliciting your proxy to vote your shares at the 2015 Annual Meeting of Stockholders. We solicit proxies to give all stockholders of record an opportunity to vote on matters that will be presented at the Annual Meeting. In this proxy statement you will find information on these matters, which is provided to assist you in voting your shares.

Who will pay for the cost of this proxy solicitation?

We will bear all expenses incurred in connection with this proxy solicitation, which we expect to conduct primarily by mail. We have engaged The Proxy Advisory Group, LLC to assist in the solicitation for a fee that will not exceed $12,500, plus out-of-pocket expenses. In addition, our officers and regular employees may solicit your proxy by telephone, by facsimile transmission or in person, for which they will not be separately compensated. If your shares are held through a broker or other nominee (i.e., in “street name”) and you have requested printed versionsCode of these materials, we have requested that your broker or nominee forward this proxy statement to you and obtain your voting instructions, for which we will reimburse them for reasonable out-of-pocket expenses. If your shares are held through the McDermott Thrift Plan and you have requested printed versions of these materials, the trustee of that plan has sent you this proxy statement and you can instruct the trustee on how to vote your plan shares.

Who is entitled to vote at, and who may attend, the Annual Meeting?

Our Board of Directors selected March 12, 2015 as the record date (the “Record Date”) for determining stockholders entitled to vote at the Annual Meeting. This means that if you owned McDermott common stock on the Record Date, you may vote your shares on the matters to be considered by our stockholders at the Annual Meeting.

There were 238,476,018 shares of our common stock outstanding on the Record Date. Each outstanding share of common stock entitles its holder to one vote on each matter to be acted on at the meeting.

Attendance at the meeting is limited to stockholders and beneficial owners as of the Record Date or duly appointed proxies. No guests will be admitted, except for guests invited by McDermott. Registration will begin at 9:00 a.m., and the meeting will begin promptly at 10:00 a.m. If your shares are held in “street name” through a broker, bank, trustee or other nominee, you are a beneficial owner, and beneficial owners will need to show proof of beneficial ownership, such as a copy of a brokerage account statement, reflecting stock ownership as of the Record Date in order to be admitted to the meeting. If you are a proxy holder for a stockholder, you will need to bring a validly executed proxy naming you as the proxy holder, together with proof of record ownership of the stockholder naming you as proxy holder. Please note that youBusiness Conduct may be asked to present valid photo identification, such as a valid driver’s license or passport, when you check in for registration. No cameras, recording equipment or other electronic devices will be allowed to be brought into the meeting room by stockholders or beneficial owners.

What is the difference between holding shares as a stockholder of record and as a beneficial owner through a brokerage account or other arrangement with a holder of record?

If your shares are registered in your name with McDermott’s transfer agent and registrar, Computershare Trust Company, N.A., you are the “stockholder of record” of those shares. The Notice and the proxy materials have been provided or made available directly to you by McDermott.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” but not the holder of record of those shares, and the Notice and the proxy materials have been forwarded to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone orfound on the Internet.

How do I cast my vote?

Most stockholders can vote by proxy in three ways:

our Web site atwww.mcdermott.comat “WHO WE ARE — Ethics.”

If you are a stockholder of record, you can vote your shares in person atUnless otherwise directed, the Annual Meeting or vote now by giving us your proxy via Internet, telephone or mail. You may give us your proxy by following the instructions included in the Notice or, if you received a printed version of these proxy materials, inpersons named as proxies on the enclosed proxy card. If you wantcard intend to vote by mail but have not received a printed version of these proxy materials, you may request a full packet of proxy materials by following the instructions in the Notice. If you vote using either the telephone or the Internet, you will save us mailing expense.

By giving us your proxy, you will be directing us how to vote your shares at the meeting. Even if you plan on attending the meeting, we urge you to vote now by giving us your proxy. This will ensure that your vote is represented at the meeting. If you do attend the meeting, you can change your vote at that time, if you then desire to do so.

If you are the beneficial owner of shares, but not the holder of record,you should refer to the instructions provided by your broker or nominee for further information. The broker or nominee that holds your shares has the authority to vote them, absent your approval, only as to matters for which they have discretionary authority under the applicable New York Stock Exchange (“NYSE”) rules. Neither“FOR” the election of directors nor the advisory vote to approve named executive officer compensation are considered routine matters. That means that brokers may not vote your shares with respect to those matters if you have not given your broker specific instructions as to how to vote. Please be sure to give specific voting instructions to your broker.

If you received a printed version of these proxy materials, you should have received a voting instruction form from your broker or nominee that holds your shares. For shares of which you are the beneficial owner but not the holder of record, follow the instructions contained in the Notice or voting instruction form to vote by Internet, telephone or mail. If you want to vote by mail but have not received a printed version of these proxy materials, you may request a full packet of proxy materials as instructed by the Notice. If you want to vote your shares in person at the Annual Meeting, you must obtain a valid proxy from your broker or nominee. You should contact your broker or nominee or refer to the instructions provided by your broker or nominee for further information. Additionally, the availability of telephone or Internet voting depends on the voting process used by the broker or nominee that holds your shares.

Why did I receive more than one Notice or proxy statement and proxy card or voting instruction form?

You may receive more than one Notice, proxy statement, proxy card or voting instruction form if your shares are held through more than one account (e.g., through different brokers or nominees). Each proxy card or voting instruction form only covers those shares of common stock held in the applicable account. If you hold shares in more than one account, you will have to provide voting instructions as to each of your accounts in order to vote all your shares.

What can I do if I change my mind after I vote?

the nominees. If you are a stockholder of record, you may change your vote by written notice to our Corporate Secretary, by granting a new proxy beforeany nominee should become unavailable for election, the Annual Meeting or by voting in person at the Annual Meeting. Unless you attend the meeting and vote your shares in person, you should change your vote before the meeting using the same method (by Internet, telephone or mail) that you first used to vote your shares. That way, the inspectors of election for the meeting will be able to verify your latest vote.

If you are the beneficial owner, but not the holder of record, of shares, you should follow the instructions in the information provided by your broker or nominee to change your vote before the meeting. If you want to change your vote as to shares of which you are the beneficial owner by voting in person at the Annual Meeting, you must obtain a valid proxy from the broker or nominee that holds those shares for you.

What is a broker non-vote?

If you are a beneficial owner whose shares are held of record by a broker or other holder of record, you must instruct the broker or other holder of record how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker or other holder of record can include your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the NYSE.

For this Annual Meeting, if you are a beneficial owner whose shares are held by a broker or other holder of record, your broker or other holder of record has discretionary voting authority under NYSE rules to vote your shares on the ratification of Deloitte & Touche LLP (“Deloitte”), even if it has not received voting instructions from you. However, such holder does not have discretionary authority to vote on the election of directors or the advisory vote to approve named executive officer compensation without instructions from you, in which case a broker non-vote will result and your shares will not be voted on those matters.

What is the quorum for the Annual Meeting?

The Annual Meeting will be held only if a quorum exists. The presence at the meeting, in person or by proxy, of holders of a majority of our outstanding shares of common stock as of the Record Date will constitute a quorum. If you attend the meeting or vote your shares by Internet, telephone or mail, your shares will be counted toward a quorum, even if you abstain from voting on a particular matter. Broker non-votes willvoted for such substitute nominee as may be treated as present for the purpose of determining a quorum.

Which items will be voted on at the Annual Meeting?

At the Annual Meeting, we are asking you to vote on the following:

WeDirectors. However, we are not aware of any other matterscircumstances that may be presented or acted on at the Annual Meeting. If you vote by signing and returning the enclosed proxy card or using the telephone or Internet voting procedures, the individuals named as proxies on the card may vote your shares, in their discretion, on any other matter requiring a stockholder vote that comes before the meeting.

What are the Board’s voting recommendations?

For the reasons set forth in more detail later in this proxy statement, our Board recommends a vote:

What are the voting requirements to elect the Directors and to approve each of the proposals discussed in this proxy statement?

Each proposal requires the affirmative vote of a majority of our outstanding shares present in person or represented by proxy at the meeting and entitled to vote and actually voting on the matter. Because votes withheld in the election of any director, abstentions and broker non-votes are not actual votes with respect to a proposal, they will have no effect on the outcome of the vote on any proposal.

Our Corporate Governance Guidelines provide that, in an uncontested election of directors, the Board expects any incumbent director nominee who does not receive “FOR” votes by a majority of shares present in person or by proxy and entitled to vote and either voting “FOR” or registering a decision to withhold a vote with respect to the election of such director to promptly tender his or her resignation to the Governance Committee, subject to acceptance by our Board. Any shares subject to broker non-votes shall not be considered in making any determination pursuant to the immediately preceding sentence. The Governance Committee will then make a recommendation to the Board with respect to the director nominee’s resignation and the Board will consider the recommendation and take appropriate action within 120 days from the date of the certification of the election results.

What happens if I do not specify a choice for a proposal when returning a proxy or do not cast my vote?

You should specify your choice for each proposal on your proxy card or voting instruction form. Shares represented by proxies will be voted in accordance with the instructions given by the stockholders.

If you are a stockholder of record and your proxy card is signed and returned without voting instructions, it will be voted according to the recommendations of our Board. If you do not return your proxy card or cast your vote, no votes will be cast on your behalf onwould prevent any of the items of business at the Annual Meeting.

If you are the beneficial owner, but not the holder of record, of shares and fail to provide voting instructions, your broker or other holder of record is permitted to vote your shares on the ratification of Deloitte as our independent registered public accounting firm. However, absent instructionsnominees from you, your broker or other holder of record may not vote on the election of directors or the advisory vote to approve named executive officer compensation, and no votes will be cast on your behalf for those matters.serving.

	Our Board of Directors recommends that stockholders vote “FOR”each of the nominees named below.

Is my vote confidential?

All voted proxies and ballots will be handled in a manner intended to protect your voting privacy as a stockholder. Your vote will not be disclosed except:

ELECTION OF DIRECTORS

(ITEM 1)

Election Process.Our Articles of Incorporation provide that, at each annual meeting of stockholders, all directors shall be elected annually for a term expiring at the next succeeding annual meeting of stockholders or until their respective successors are duly elected and qualified. Accordingly, on the nomination of our Board, has nominated the following personsJohn F. Bookout, III, David Dickson, Gary P. Luquette, William H. Schumann, III and Mary L. Shafer-Malicki will stand for reelection as directors, and Forbes I.J. Alexander, Philippe Barril, L. Richard Flury, W. Craig Kissel, James H. Miller and Marsha C. Williams will stand for election as directors, at this year’s Annual Meeting, each for a term extending until our 2019 Annual Meeting of one year: John F. Bookout, III, Roger A. Brown, David Dickson, Stephen G. Hanks, Gary P. Luquette, William H. Schumann, III, Mary L. Shafer-Malicki and David A. Trice.Stockholders.

Our By-Laws provide that (1) a person shall not be nominated for election or reelection to our Board of Directors if such person shall have attained the age of 72 prior to the date of election or reelection, and (2) any director who attains the age of 72 during his or her term shall be deemed to have resigned and retired at the first Annual Meeting following his or her attainment of the age of 72. Accordingly, a director nominee may stand for election if he or she has not attained the age of 72 prior to the date of election or reelection.

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Director Qualifications.Our Governance Committee has determined that a candidate for election to our BoardTable of Directors must meet specific minimum qualifications. Each candidate should:Contents

In addition, the Governance Committee also considers it desirable that candidates contribute positively to the collaborative culture among Board members and possess professional and personal experiences and expertise relevant to our business and industry.

While McDermott does not have a specific policy addressing board diversity, the Board recognizes the benefits of a diversified board and believes that any search for potential director candidates should consider diversity as to gender, ethnic background and personal and professional experiences. The Governance Committee solicits ideas for possible candidates from a number of sources — including independent director candidate search firms, members of the Board and our senior level executives.

Director Nominations.Any stockholder may nominate one or more persons for election as one of our directors at the annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in our By-Laws. See “Stockholders’ Proposals” in this proxy statement and our By-Laws, which may be found on our Web site atwww.mcdermott.comat “About Us — Leadership & Corporate Governance — Corporate Governance.”

The Governance Committee will consider candidates identified through the processes described above and will evaluate the candidates, including incumbents, based on the same criteria. The Governance Committee also takes into account the contributions of incumbent directors as Board

members and the benefits to us arising from their experience on the Board. Although the Governance Committee will consider candidates identified by stockholders, the Governance Committee has sole discretion whether to recommend those candidates to the Board.

2015 Nominees.In nominating individuals to become members of the Board of Directors, the Governance Committee considers the experience, qualifications, attributes and skills of each potential member. Each nominee brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas. The Governance Committee and the Board of Directors considered the following information, including the specific experience, qualifications, attributes or skills of each individual, in concluding each individual was an appropriate nominee to serve as a member of our Board for the term commencing at this year’s Annual Meeting (ages are as of May 8, 2015)September 26, 2018).

Unless otherwise directed, the persons named as proxies on the enclosed proxy card intend to vote “FOR” the election of each of the nominees. If any nominee should become unavailable for election, the shares will be voted for such substitute nominee as may be proposed by our Board of Directors. However, we are not aware of any circumstances that would prevent any of the nominees from serving.

Our Board recommends that stockholders vote “FOR” each of the nominees named below.

FORBES I. J. ALEXANDER	Chief Financial Officer, Jabil, Inc.		Age 58 Director Since 2018 Committee Assignments ●Audit Committee
Professional Highlights ●Jabil, Inc., a product solutions company providing design, manufacturing, supply chain and product management services across various industries ●Chief Financial Officer (September 2004 – Present) ●Treasurer (November 1996 – August 2004) ●Assistant Treasurer (April 1996 – November 1996) ●Controller, Scotland operations (1993 – March 1996) Former Public Company Directorships ●Director, Chicago Bridge & Iron Company N.V. (May 2017 – May 2018)
The Board of Directors is nominating Mr. Alexander in consideration of his extensive executive leadership experience and financial knowledge, having worked as a financial officer within various types of companies over the course of his career.

PHILIPPE BARRIL	Chief Operating Officer, SBM Offshore N.V.		Age 53 Director Since 2017 Committee Assignments ●Audit Committee ●Transition Committee (Chair)
John F. Bookout, III Professional Highlights ●SMB Offshore N.V., a provider of floating production solutions to the offshore energy industry ●Chief Operating Officer (March 2015 – Present) ●Member of Management Board (April 2015 – Present) ●Technip, S.A., a provider of project management, engineering and construction services for the energy industry ●President and Chief Operating Officer (January 2014 – January 2015) ●Executive Vice President and Chief Operating Officer, Onshore and Offshore (September 2011 – December 2013) ●Senior Vice President, Offshore, Technip France (June 2010 – September 2011) ●Senior Vice President, Offshore & Onshore Product Lines and Technologies, Technip France (November 2009 – May 2010) ●Managing Director, Entrepose Contracting, EPC contractor for the energy industry (2007 – 2009)				Director Since 2006
The Board of Directors is nominating Mr. Barril in consideration of his executive leadership and international operations experience within the oilfield engineering and construction industry.

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JOHN F. BOOKOUT, III	Finance Partner, Apollo Global Management, LLC		Age 64 Director Since 2006 Committee Member Assignments ●Governance Committee Member Mr. Bookout, 61, has served as
Professional Highlights ●Apollo Global Management, LLC, a Managing Director of global investment management firm ●Partner (June 2016 – Present) ●Senior Advisor (October 2015 – June 2016) ●Kohlberg Kravis Roberts & Co., a private equity firm since March 2008. Previously, he served as Senior Advisor to First Reserve Corporation, a private equity firm specializing in the energy industry, from 2006 to March 2008. Until 2006, he was a director ●Managing Director of Energy and Infrastructure (March 2008 – June 2015) ●McKinsey & Company, a global management consulting firm which he joined in 1978. Mr. Bookout previously served as a director(1978 – 2008) ●Managing Partner and Head of North American and European Energy Practices, responsible for McKinsey’s 17 global industry practices ●Held various other senior leadership positions Former Public Company Directorships ●Director, Tesoro Corporation from 2006-2010. (2006 – 2010)
The Board of Directors is nominating Mr. Bookout in consideration of his: •       globalhis broad executive leadership experience withwithin the oil and gas exploration and development industry and the petroleum refining and marketing industry and oil and gas exploration and development industry; •       expertisehis experience in private equity and finance; and •       experience as a board member of public companies.

DAVID DICKSON
David Dickson		Director Since 2013
President and Chief Executive Officer Mr. Dickson, 47, has served as a member of our Board of Directors and as		Age 50 Director Since 2013 Committee Assignments ●Transition Committee
Professional Highlights ●McDermott International, Inc. ●President and Chief Executive Officer since December(December 2013 prior to which he served as our – Present) ●Executive Vice President and Chief Operating Officer from October 2013. Mr. Dickson has over 24 years(October 2013 – December 2013) ●Technip, S.A., a provider of offshore oilfieldproject management, engineering and construction business experience, including 11 years of experience with Technip S.A. and its subsidiaries. From September 2008 to October 2013, he served as services for the energy industry ●President of Technip U.S.A. Inc., with oversight responsibilities for all of Technip’s North American operations. In addition to being the President of Technip U.S.A. Inc., Mr. Dickson also had responsibilityoperations and for certain operations in Latin America including Mexico, Venezuela, Colombia and the Caribbean. Mr. Dickson also supported the Technip organization by managing key customer accounts with international oil companies based in the United States. (September 2008 – October 2013)
The Board of Directors is nominating Mr. Dickson in consideration of his: •his position as our President and Chief Executive Officer; •Officer, his extensive executive leadership experience in and significant knowledge of the offshore oilfield engineering and construction business;business, and • his broad knowledgeunderstanding of the expectations of our core customers.

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L. RICHARD FLURY	Former Chief Executive Officer of Gas, Power & Renewables, BP p.l.c.		Age 71 Director Since 2018 Committee Assignments ●Governance Committee (Chair) ●Compensation Committee
Professional Highlights ●BP p.l.c., an oil and natural gas exploration, production, refining and marketing company ●Chief Executive Officer, Gas, Power & Renewables (1998 – retirement in 2001) ●Executive Vice President, Exploration & Production Sector, Amoco Corp. (acquired by BP p.l.c. in 1998) (1996 – 1998) ●Various other executive roles, Amoco Corp. (1988 – 1996) Current Public Company Directorships ●Director, Callon Petroleum Corporation, an independent oil and natural gas company focused on the acquisition, exploration and development of high-quality assets in the heart of the Permian Basin (2004 – Present)—Audit, Compensation and Strategic Planning & Reserves Committees Former Public Company Directorships ●Director, Chicago Bridge & Iron Company N.V. (2003 – May 2018) ●Director, QEP Resources, Inc. (June 2010 – May 2015)

Stephen G. Hanks		Director Since 2009
Governance Committee Chairman Audit Committee Member Mr. Hanks, 64, served in various roles over a 30-year career with Washington Group International, Inc. (and its predecessor, Morrison Knudsen Corporation), an integrated construction and management services company, and from 2000 through 2007 served as President, Chief Executive Officer and a member of its board of directors. Mr. Hanks has also served as a director of Lincoln Electric Holdings, Inc. since 2006 and as a director of The Babcock & Wilcox Company since 2010. The Board of Directors is nominating Mr. HanksFlury in consideration of his: •his extensive experience in serving in executive leadership, including his position asand director capacities at several public companies, knowledge of the Chief Executive Officerenergy industry, knowledge of Washington Group; •       background and knowledge in the areas of accounting, auditinginternational business and financial reporting, having previously served as a Chief Financial Officer;adeptness.

W. CRAIG KISSEL	Former President of Commercial Systems, Trane, Inc. •       experience		Age 67 Director Since 2018 Committee Assignments ●Compensation Committee (Chair)
Professional Highlights ●Trane, Inc. (a subsidiary of Ingersoll-Rand and successor to American Standard Companies), global manufacturer of heating, ventilating and air conditioning systems and building management systems and controls ●President, Commercial Systems (2003 – retirement in 2008) ●President, American Standard’s Vehicle Control Systems, Belgium (1998 – 2003) ●Various other executive roles since 1980, including President of WABCO Vehicle Control Systems from (1998 – 2003), President, North American Unitary Products Group (1994 – 1997), Vice President, Marketing, North American Unitary Products Group (1992 – 1994) Current Public Company Directorships ●Director, Watts Water Technologies (since 2011)—Chairman of the engineering and construction industry; and Board, Nominating & Corporate Governance Committee Former Public Company Directorships ●Director, Chicago Bridge & Iron Company N.V. (2009 – May 2018)
•The Board of Directors is nominating Mr. Kissel in consideration of the breadth of his experience as a board memberdivision president of a public companies.company and as a public company director, his knowledge of international business and technological expertise.

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GaryGARY P. Luquette	LUQUETTE	Director Since 2013
Non-Executive Chairman of the Board Compensation Committee Member Mr. Luquette, 59, has served as Former President and Chief Executive Officer, of Frank’s International N.V.				Age 62 Director Since 2013 Committee Assignments ●Compensation Committee ●Transition Committee
Professional Highlights ●Frank’s International N.V., a global provider of engineered tubular services to the oil and gas industry since January ●President and Chief Executive Officer (January 2015 – November 2016), and has served as a memberSpecial Advisor (November 2016 – retirement in December 2016) ●Member of itsSupervisory Board of Directors since November(November 2013 Previously, he served as – May 2017) ●Chevron Corporation (1978 – September 2013) ●President, Chevron North America Exploration and Production a unit of Chevron Corporation, from 2006 until(2006 – September 2013, and held2013) ●Held several other key exploration and production senior leadership positions with Chevron in Europe, California, Indonesia and Louisiana. Louisiana, including Managing Director of Chevron Upstream Europe, Vice President, Profit Center Manager, Advisor and Engineer Current Public Company Directorships ●Director, Southwestern Energy Company, an independent energy company engaged in natural gas and oil exploration, development and production, natural gas gathering and marketing (since 2017)—Health, Safety, Environment and Corporate Responsibility Committee ●Director, Apergy Corporation, a provider of highly engineered technologies that help companies drill for and produce oil and gas efficiently and safely around the world (since 2018)—Compensation Committee (Chair), Governance and Nominating Committee Former Public Company Directorships ●Director, Frank’s International N.V. (2013—2017)
The Board of Directors is nominating Mr. Luquette in consideration of his: •       executive leadershiphis extensive senior management, operational and international experience in the global oil and gas exploration and production industry with significant international experience,and the oilfield services industry.

JAMES H. MILLER	Former Chairman, PPL Corporation		Age 69 Director Since 2018 Committee Assignments ●Governance Committee
Professional Highlights ●PPL Corporation, a provider of energy services across the United States and the United Kingdom ●Chairman (2006 – retirement in 2012) ●President and Chief Executive Officer (2006 – 2011) ●Various other management roles, including Executive Vice President and Chief Operating Officer (2004 – 2005) ●USEC, Inc. (renamed Centrus Energy Corp. in Europe2014), a global uranium fuel supplier for commercial nuclear power plants ●Executive Vice President (1999 – 2001) ●Vice President, Production (1995 – 1999) Current Public Company Directorships ●Director, AES Corporation, global power company (since 2013)— Compensation Committee (Chair), Financial Audit Committee Strategy and Asia Pacific; •       experience in the upstream energyInvestment Committee ●Director, Crown Holdings, Inc., a global supplier of packaging products to consumer marketing companies (since 2010)— Nominating and supporting infrastructure businesses; •       knowledge of and experience with our core customers; and •       experience as a board member of public companies. Corporate Governance Committee Former Public Company Directorships ●Director, Chicago Bridge & Iron Company N.V. (2014 – May 2018) ●Director, Rayonier Advanced Materials, Inc. (Rayonier, Inc. prior to 2014 spin-off) (2011 – 2015)

WilliamThe Board of Directors is nominating Mr. Miller in consideration of his vast experience in executive leadership and as a public company director and his broad knowledge of international operations and the energy industry.

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WILLIAM H. Schumann,SCHUMANN, III		Director Since 2012
Audit Committee Chairman Finance Committee Member From February 2007 until August 2012, Mr. Schumann, 64, served asFormer Executive Vice President, of FMC Technologies, Inc. (“FMC”)				Age 68 Director Since 2012 Committee Assignments ●Audit Committee (Chair)
Professional Highlights ●FMC Technologies, Inc., a global provider of technology solutions for the energy industry. Mr. Schumann previously served in the following capacities at FMC Technologiesindustry, and its predecessor, FMC Corporation: Corporation (1981 – August 2012) ●Executive Vice President (2005 – retirement in August 2012) ●Chief Financial Officer from 1999 until his retirement from that position in December 2011; (2001 – 2011) ●Chief Financial Officer, FMC Corporation (1999 – 2001) ●Vice President, Corporate Development from 1998 to 1999;(1998 – 1999) ●Various other management positions, including: Vice President and General Manager, Agricultural Products Group from 1995 to 1998;(1995 – 1998); Regional Director, North America Operations, Agricultural Products Group from 1993 to 1995;(1993 – 1995); Executive Director of Corporate Development from 1991 to 1993,(1991 – 1993) Current Public Company Directorships ●Director, Avnet, Inc., an industrial distributor of electronic components and other various management positions from the time he joined FMC in 1981. Mr. Schumann currently serves asproducts (since 2010) —Non-Executive Chairman of the Board (since 2012), Audit, Compensation and Corporate Governance Committees ●Director, Andeavor (prior to August 2017, named Tesoro Corporation), an independent refiner and marketer of Avnet, Inc., a board on which he has served on since February 2010. He also previously served on the board of directors of Great Lakes Advisors, Inc. from 1991 to June 2011,petroleum products (since 2016)—Governance and Audit Committees Former Public Company Directorships ●Director, AMCOL International Corporation (2012-2014) ●Director, URS Corporation (March 2014-October 2014) ●Director, UAP Holding Corp. from 2005 to 2008, AMCOL International Corporation from September 2012 to May 2014 and URS Corporation from March 2014 to October 2014. (2005-2008)
The Board of Directors is nominating Mr. Schumann in consideration of his: •his valuable experience acquired from serving in several executive leadership experience inand board positions at public companies within the energy industry; •       backgroundindustry and his broad knowledge in the areas of accounting, auditing and financial reporting, having served as a Chief Financial Officer of a public company; and •       experience as a board member of public companies, including as a chairman of a public company.

reporting.

MaryMARY L. Shafer-Malicki	SHAFER-MALICKI	Director Since 2011
Compensation Committee Chairman Governance Committee Member From July 2007 until her retirement in March 2009, Ms. Shafer-Malicki, 54, wasFormer Senior Vice President and Chief Executive Officer of BP Angola, a subsidiary of BP p.l.c.				Age 57 Director Since 2011 Committee Assignments ●Compensation Committee ●Governance Committee
Professional Highlights ●BP p.l.c., an oil and natural gas exploration, production, refining and marketing company. Previously, Ms. Shafer-Malicki served as company ●Senior Vice President and Chief Executive Officer, BP Angola (July 2007 – retirement in March 2009) ●Chief Operating Officer, of BP Angola from January 2006 to(January 2005 – June 2007 and in various2007) ●Held several other international engineering and managerialexecutive leadership positions with BP p.l.c. Ms. Shafer-Malicki has also served asand Amoco Corp. (acquired by BP p.l.c. in 1998), including, Director General of BP Vietnam, from 2003 to 2004 Current Public Company Directorships ●Director, Wood PLC, a director ofleading independent services provider for the oil and gas and power generation markets (since 2012)—Nomination and Remuneration Committees, and Safety & Assurance Committee ●Director, QEP Resources, Inc., an energy company specialized in natural gas and oil exploration (since 2017) —Audit and Governance Committees Former Public Company Directorships ●Director, Ausenco Limited since January 2011 and John Wood Group PLC since June 2012. (2011-2016)
The Board of Directors is nominating Ms. Shafer-Malicki in consideration of her: •her diverse experience in the upstream energy and supporting infrastructure businesses; •       knowledge ofbusinesses and experience with our core customers; •       executive experience and business leadership skills, including operations, strategy, commercial, safety and supply chain management; •her significant international operations experience, having served in executive or management experienceand director roles for public companies in Europe, the Asia Pacific region and Africa; and •       experience as a board member of public companies. Africa.

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MARSHA C. WILLIAMS	Former Senior Vice President and Chief Financial Officer, Orbitz Worldwide, Inc.		Age 67 Director Since 2018 Committee Assignments ●Audit Committee
David A. Trice				Director Since 2009
Finance Committee Chairman Audit Committee Member From February 2000 until his Professional Highlights ●Senior Vice President and Chief Financial Officer, Orbitz Worldwide, Inc. (acquired by Expedia, Inc. in 2015), a global online travel company (2007— retirement in May 2009, Mr. Trice, 67, was2010) ●Executive Vice President and Chief ExecutiveFinancial Officer, of Newfield Exploration Company,Equity Office Properties Trust, publicly held office building owner and manager (2002 – 2007) ●Chief Administrative Officer, Crate & Barrel, global home furnishings retailer (1998 – 2002) ●Treasurer, Amoco Corp. (acquired by BP p.l.c. in 1998), an oil and natural gas exploration, production, refining and productionmarketing company (1993 – 1998) ●Director, Davis Funds, an independent investment management firm (since 1999) Current Public Company Directorships ●Director, Modine Manufacturing Company, Inc., a global provider of thermal management systems and served as Chairman of its board from September 2004 tocomponents (since 1999)—Lead Director, Nominating and Governance Committee ●Director, Fifth Third Bancorp, a diversified financial services company (since 2008)— Lead Director, Audit, Finance, Nominating and Corporate Governance and Risk & Compliance Former Public Company Directorships ●Director, Chicago Bridge and Iron Company N.V. (1997 – May 2010. Mr. Trice has served as a director of New Jersey Resources Corporation since 2004 and QEP Resources, Inc. since 2011. Mr. Trice previously served as a director of Grant PrideCo, Inc. from 2003 to 2008 and Hornbeck Offshore Services, Inc. from 2002 to 2011. 2018)
The Board of Directors is nominating Mr. TriceMs. Williams in consideration of his: •her significant experience gained from serving in executive experience as a Chief Executive Officer of aleadership and board positions at public company; •       experience in the oilcompanies and gas exploration and production business; •       background andher extensive knowledge in the areas of accounting, auditing and financial reporting.

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The following table illustrates the breadth and variety of business and other experience that each of our director nominees brings to McDermott.

Experience/Skill

EXECUTIVE LEADERSHIPNecessary for an understanding of management’s role and responsibilities and the challenges management must address so as to be able to evaluate management’s performance

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ENERGY/OILFIELD SERVICESAn understanding of our industry is important so that the Board can independently assess our strategy, management’s progress in achieving the strategy and appropriate oversight of our business and operations

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PUBLIC COMPANY BOARDImportant to an understanding of the Board’s role as it relates to that of management

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EXPERIENCE WITH CORE CUSTOMERSKnowledge of and experience with our core customers is important for achieving our strategic goals and assessing project development and opportunities for growth

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INTERNATIONAL OPERATIONSImportant to assessing risks and business strategy in countries in which we operate

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FINANCIAL OVERSIGHT RESPONSIBILITIESImportant to understand the complexities of financial reporting, having served as a Chief Financial Officer;internal controls and •       experience as a board member the regulatory environment applicable to publicly traded companies

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CORPORATE GOVERNANCENecessary to understand directors’ duties and the system of public companies, including as a chairman ofgovernance checks and balances under which a public company. company operates

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CORPORATE GOVERNANCE

We maintainOur Governance Committee has determined that a corporate governance section oncandidate for election to our Web site which contains copies of our principal governance documents. The corporate governance section may be found atwww.mcdermott.comunder “About Us — Leadership & Corporate Governance — Corporate Governance” and “About Us — Leadership & Corporate Governance — Board Committees.” The corporate governance section contains the following documents:

By-Laws

Corporate Governance Guidelines

Code of Ethics for CEO and Senior Financial Officers

Board of Directors Conflictsmust meet specific minimum qualifications. Each candidate should:

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Table of Interest PoliciesContents

In 2016, the Board approved amendments to the Corporate Governance Guidelines which place limits on the number of boards on which McDermott directors may serve. Such limits provide that any director who is a chief executive officer or other senior executive of a public company should serve on no more than two public company boards, and Procedures

Audit Committee Charter

Compensation Committee Charter

Finance Committee Charter

Governance Committee Charterany other director should serve on no more than three public company boards, in both instances including the McDermott Board. Any proposed service in excess of these limits will be considered on a case by case basis.

In addition, the Governance Committee also considers it desirable that candidates contribute positively to the collaborative culture among Board members and possess professional and personal experiences and expertise relevant to our Codebusiness and industry. The Governance Committee solicits ideas for possible candidates from a number of Business Conduct may be found onsources, including independent director candidate search firms, members of the Board and our Web site atwww.mcdermott.com at “About Us — Leadership &senior level executives.

The Board recognizes the benefits of a diversified board and believes that any search for potential director candidates should consider diversity as to gender, race, ethnic background and personal and professional experiences. Additionally, our Corporate Governance.”Governance Guidelines provide that any independent director search firm retained to assist the Governance Committee in identifying director candidates shall seek to include diverse candidates in terms of race, ethnic background and gender.

Director Independence

The New York Stock Exchange (“NYSE”) listing standards require our Board of Directors to be comprised of at least a majority of independent directors. In 2015, however, the Board amended our Corporate Governance Guidelines to require that, with the exception of the Chief Executive Officer, the Board be comprised entirely of independent directors. For a director to be considered independent, our Board must determine that the director does not have any direct or indirect material relationship with us. To assist it in determining director independence, and as permitted by NYSE rules then in effect, the Board previously established categorical standards which conform to, or are more exacting than, the independence requirements in the NYSE listing standards. These standards are contained in our Corporate Governance Guidelines, which can be found on our Web site atwww.mcdermott.comunder “About Us — Leadership & Corporate Governance —“INVESTORS – Corporate Governance.”

Based on these independence standards, our Board of Directors has affirmatively determined that the following directors are independent and meet our categorical independence standards:

In determining the independence of the directors, our Board considered ordinary course transactions between us and other entities with which the directors are associated, none of which were determined to constitute a material relationship with us. Messrs. Brown,Alexander, Barril, Bookout, Flury, Kissel, Luquette, Miller, and Schumann and TriceMs. Williams have no relationship with McDermott, except as a director and stockholder. Messrs. Bookout and Hanks and Ms. Shafer-Malicki are directors of entities with which we transact business in the ordinary course. Mr. Bookout is Managing Director for a private equity firm which has invested in entities with which we transact business in the ordinary course. Mr. Luquette is an executive and director of an entity with which we transact business in the ordinary course; however, the aggregate annual amount of such transactions for 2014 was substantially lower than the thresholds contained in the independence requirements in the NYSE listing standards.course. Our Board also considered contributions by us to charitable organizations with which the directors were associated. No director is related to any executive or significant stockholder of McDermott, nor is any director, with the exception of Mr. Dickson, a current or former employee of McDermott.

Any stockholder may nominate one or more persons for election as one of our directors at the annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in our By-Laws. See “Stockholders’ Proposals” in this proxy statement and our By-Laws, which may be found on our Web site atwww.mcdermott.comat “INVESTORS – Corporate Governance.”

The Governance Committee will consider candidates identified through the processes described above and will evaluate the candidates, including incumbents, based on the same criteria. The Governance Committee also takes into account the contributions of incumbent directors as Board members and the benefits to us arising from their experience on the Board. Although the Governance Committee will consider candidates identified by stockholders, the Governance Committee has sole discretion whether to recommend those candidates to the Board.

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Executive SessionsThe Board’s Role and Responsibilities

The Board’s Key Responsibilities include:

As part of its oversight function, the Board is actively involved in overseeing risk management through our Enterprise Risk Management (“ERM”) program, which includes periodic reporting through an area and corporate ERM structure. In connection with the ERM program, the Board exercises its oversight responsibility with respect to key external, strategic, operational and financial risks and discusses the effectiveness of current efforts to mitigate certain focus risks as identified by senior management and the Board through anonymous risk surveys.

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At their respective November 2017 meetings, each committee undertook an assessment of those areas of risk oversight that were delegated to it and provided a report to the Board. Also, at its November 2017 meeting, the Board received an ERM report and performed an assessment and review of the risks described in that report that were not delegated to the committees.

Regarding risks relating to the design of our compensation programs, the Compensation Committee, with assistance from its independent compensation consultant, Meridian Compensation Partners, LLC, regularly reviews and assesses our compensation policies and practices to ensure that they are appropriate in terms of the level of risk-taking and in line with our business strategies and the interests of our stockholders. The Compensation Committee has designed our compensation programs to encourage performance focused on long-term stockholder value, promote company growth and allow for appropriate levels of risk-taking but to discourage excessive risk-taking. Based on the findings of the risk assessment performed at its November 2017 meeting, the Compensation Committee concluded that the risks arising from our compensation policies and practices are aligned with stockholders’ interests and not reasonably likely to have a materially adverse impact on us.

The Board oversees and is committed to ongoing stockholder dialogue on governance and compensation matters and places considerable weight on stockholder feedback in making decisions impacting our governance processes and compensation programs.

Objective

Outreach

Discussion

Feedback

Results

Since 2015, our Board has engaged in an extensive stockholder outreach program to discuss our stockholders’ perspectives on our governance and compensation policies and practices.

Each year, we typically reach out to stockholders representing approximately 40% of our outstanding shares of common stock and other stakeholders to gain insight regarding their perspectives on corporate governance and compensation matters.

In 2015 and 2016, in person or telephonic meetings led by either our Governance Committee Chair or Compensation Committee Chair were held with stockholders representing approximately 30% of our outstanding shares of common stock. In 2017, based on our strong recent financial performance, enhancements to our compensation and governance programs and positive say-on-pay results in 2016 and 2017, limited meetings were requested by stockholders, which we believe is an indication of our stockholders’ support of our current compensation and governance framework.

This engagement process has provided us with constructive stockholder feedback on governance and compensation topics, such as board refreshment, board evaluations, annual and long-term incentive programs and disclosure around our executive compensation programs.

Each year, our Board considers the say on pay vote result and the matters discussed during the stockholder and stakeholder outreach efforts conducted during the year in considering any changes or enhancements to our compensation and governance programs.

The Board will continue to seek stockholder input to identify and proactively address important corporate governance and compensation issues.

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We are committed to a strong board refreshment process. As part of our commitment to board refreshment we impose a mandatory director retirement age of 72, require Committee Chairs to rotate after five years of service and annually review committee composition and individual director skills and qualifications. Further, our Governance Committee, typically with the assistance of a third party search firm, identifies and considers new director candidates who have expertise that would complement and enhance the current Board’s skills and experience. Additionally, with the closing of McDermott’s combination with CB&I in May 2018, we welcomed five new, experienced and qualified members to our Board. Our commitment to board refreshment has resulted in a Board with a well-balanced tenure.

DIRECTOR SUCCESSION PLANNING PROCESS

Succession Planning			Identification of Candidates			Meeting with Candidates			Decision and Nomination
The Governance Committee implements an ongoing succession planning process, seeking out director candidates to join our Board in light of the emerging business needs of our business and our current Board’s composition.			To ensure a robust search process and access to a wide range of qualified candidates, the Governance Committee works closely with an independent search firm to identify and evaluate director candidates in light of our Board’s structure, tenure and qualifications.			Potential director candidates are interviewed by our Chair of the Board, CEO, the Governance Committee and other available directors.			The Governance Committee recommends to the full Board for nomination those director candidates with the skills and experience that would most benefit the current Board and best serve the interests of McDermott and its stockholders.

	Voting
The Director Nominees stand for election or reelection to the Board by our stockholders at the Annual Meeting, each for a term extending until the next year’s Annual Meeting of Stockholders.

Our independentBoard recognizes the critical role of annual Board and committee evaluations in ensuring the Board and each committee are functioning effectively. The Governance Committee annually reviews the Board and committee evaluation process in consideration of recent best practices and input from the directors. To that end, and in response to stockholder input received through our stockholder outreach efforts, the Governance Committee enhanced the evaluation process by utilizing a third party to help conduct the annual Board and committee performance evaluations conducted in early 2017.

Based on stockholder input, the results of the 2017 evaluations and consistent with the practices of many other companies who retain third party facilitators to assist with their annual evaluations, the Governance Committee determined that it would be more beneficial to utilize a third party to help conduct the annual evaluations once every few years and as needed as opposed to every year. In 2018, in accordance with its charter, the Governance Committee oversaw the annual evaluation process, solicited feedback from all directors meetand reported to the Board with an assessment of the performance of the Board and its committees. This assessment was then discussed and taken into account by the full Board in executive session without managementin its consideration of any appropriate action or response that might strengthen director communications and the overall effectiveness of Board and committee meetings. Additionally, in connection with the annual evaluation conducted in early 2018, the Board considered how it was progressing against the recommendations made by the third party facilitator who assisted with the 2017 annual evaluation.

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Sustainability and corporate social responsibility (“CSR”) are integral components of our business strategy. In 2015, we established “Taking the Lead,” an internally driven initiative focused on proactively developing and supporting the behaviors and attitudes that lead to a regular basis. Currently, Mr. Luquette,robust quality, health, safety, environment and security (“QHSES”) culture and excellence in QHSES performance. Our approach to corporate responsibility and sustainability revolves around maintaining our Chairmanbest in class safety performance, limiting our environmental footprint and supporting local community development. By supporting our people, environment and communities in these three areas, McDermott can make a positive impact while creating shared value for our company and aligning with our overall business strategy.

Unfortunately, 2017 presented unexpected challenges to many of our employees. Hurricane Harvey brought widespread flooding to the Houston area, and Mexico City was impacted by a major earthquake. As a part of our CSR efforts, we launched the McDermott Relief Fund, which helped more than 35 families recover from both incidents and has proven to be an outstanding avenue for employees’ interest in taking care of each other and the larger McDermott family.

In 2017, McDermott established a formal CSR  Corporate Steering Committee and a Global  Coordination Team to more closely align CSR activities to our business objectives, which will ensure shared value for the communities and organizations we serve. We are also working to align our CSR framework to the ISO 26000:10 standard, which provides guidance to assess and address social responsibilities that are relevant and significant to McDermott’s: mission and vision; operations and processes; customers, employees, communities and other stakeholders; and environmental impact.

Safety

McDermott has a deeply integrated safety culture that is “part of our DNA.” The safety of our employees, customers, subcontractors and vendors is of utmost importance and we strive to be an industry leader in safety. Our safety performance continues to be second to none, as exemplified by our Total Recordable Incident Rate (TRIR) for 2017 being significantly lower than our peers.

Environment

McDermott is focused on opportunities to reduce our environmental impact in areas in which we operate. Our approach to reducing our environmental impact is to consider how we can integrate new solutions in our operations and activities to create sustained change. In 2017, in particular, we were highly focused on eliminating and controlling paper, plastic and styrofoam waste.

Philanthropy & Volunteerism

We realize that the success of our business is linked to the success of the Boardcommunities where we operate. McDermott is committed to using its global reach to develop, strengthen and support the communities in which we operate.

A few of Directors, serves as the presiding director for those executive sessions.causes in which we participated to support our communities in 2017 were:

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Table of ContentsCommunications with the Board

Stockholders or other interested persons may send written communications to the independent members of our Board, addressed to Board of Directors (independent members)(Independent Directors), c/o McDermott International, Inc., Corporate Secretary’s Office,Secretary, 757 N. Eldridge Pkwy.,Parkway, Houston, TexasTX 77079. Information regarding this process is posted on our Web site atwww.mcdermott.comunder “About Us — Leadership & Corporate Governance — Independent Director Access Information.”

Board of Directors and Its CommitteesLeadership Structure

Our Board met 16 times during 2014. All directors attended 75% or more of the meetings of the Board and of the committees on which they served during 2014. In addition, as reflected in our Corporate Governance Guidelines, we have adopted a policy that each member of our Board must make reasonable efforts to attend our Annual Meeting. All directors then serving on the Board attended our 2014 Annual Meeting.

Board Leadership Structure.Mr. Luquette has served as ChairmanChair of the Board since Mr. D. Bradley McWilliams, our former Chairman of the Board, retired as a member of our Board of Directors on May 6, 2014. Our Board believes that it is appropriate for McDermott to have a ChairmanChair of the Board separate from the Chief Executive Officer, as this structure allows Mr. Dickson, McDermott’s President and Chief Executive Officer, to maintain his focus on our strategic direction and the management of our day-to-day operations and performance, while Mr. Luquette is able to set the Board’s agendas and lead the Board meetings.

Executive Sessions

Our independent directors meet in executive session without management on a regular basis. Currently, Mr. Luquette, our Chair of the Board Committees.of Directors, serves as the presiding director for those executive sessions.

Board of Directors and its Committees

Our Board met 15 times during 2017. All directors serving on the Board during 2017 attended 75% or more of the meetings of the Board and of the committees on which they served during 2017. Additionally, it is our policy that all of our directors attend our annual meeting of stockholders, and in accordance with that policy, all directors serving on the Board in 2017 attended our 2017 Annual Meeting.

Our Board currently has, and appoints the members of, standing Audit, Compensation Finance and Governance Committees. Each of those committeesstanding Board committee is comprised entirely of independent nonemployee directors and has a written charter approved by the Board. The current charter for each standing Board committee is posted on our Web site atwww.mcdermott.comunder “About Us —“WHO WE ARE – Leadership & Corporate Governance —– Board Committees.” Attendance at committee meetings is open to every director, regardless of whether he or she is a member of the committee. Occasionally, our Board may convene joint meetings of certain committees and the Board. Each portion of the joint meeting is counted separately for purposes of the number of meetings of the Board and its committees disclosed in this proxy statement. Additionally, in 2018, in connection with McDermott’s combination with CB&I, the Board determined it necessary and appropriate to establish a Transition Committee to oversee and support efforts to effectively and efficiently integrate the two companies post-combination.

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The following table shows the current membership, the principal functions and the number of meetings held in 20142017 for each standing Board committee: