IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON May 24, 2016. This proxy statement and the 2015 annual report are available at

https://materials.proxyvote.com/868157

All of our directors are elected annually. On March 30, 2016, the Nominating and Corporate Governance Committee (the Corporate Governance Committee) recommended, and our Board of Directors (the Board) nominated, each of our then-current directors to serve another one-year term of office, except for Mr. Justin Sullivan, our longest serving non-management director, who has elected to retire from the Board effective as of the annual meeting. The Company and the Board wish to express their deep appreciation for the loyal and dedicated service Mr. Sullivan has provided to the Board during his 21 years as a director, for many years as the Chair of the Audit Committee, as well as serving on other Board committees. Mr. Sullivan has served as a member of our Board with honor and distinction for over two decades, helping establish and foster the sound financial management principles that continue to

guide the Company, and his guidance and friendship will be missed by all of our Board members and management team.

Proxies cannot be used to vote a share more than one time for each of the eight nominees. Unless you specify otherwise in your proxy card, your shares will be voted by the proxy holder FOR the election of each of the eight director nominees named below to serve until the next annual meeting and until their successors are duly elected and qualified. If any director nominee should decline or be unable to serve for any reason, and you have returned a proxy card, the proxy holder will vote your shares for a substitute candidate nominated by our Board. Each of the director nominees has advised us that they will serve on our Board if elected.

		W. Matt Ralls, 66 Director since 2012 Mr. Ralls serves as Executive Chairman of Rowan Companies, plc (Rowan). Previously, he served as the Chief Executive Officer of Rowan from 2009 until 2014, and President from 2009 to 2013.   Mr. Ralls served as Senior Vice President and Chief Financial
Officer from 2001 to 2005 and as Executive Vice President and Chief Operating Officer of GlobalSantaFe Corporation from 2005 until the completion of the merger of GlobalSantaFe with Transocean, Inc. in 2007. In addition to serving as a director of Rowan, Mr. Ralls serves as a director of Cabot Oil and Gas Corporation. Mr. Ralls previously served as a director of El Paso Pipeline Partners L.P., Enterprise Partners G.P., the International Association of Drilling Contractors and the American Petroleum Institute.
Mr. Ralls’ extensive financial and senior executive management experience at companies focusing on the various phases of the drilling and production industry, provides insight to our Board. Our Board also benefits from his extensive leadership and financial knowledge in the global oil and gas drilling and production industry, making him highly qualified to chair the Compensation Committee and to serve on the Corporate Governance Committee.

Vote Required

The election of directors will be decided by plurality vote in compliance with our majority voting policy, which means that the eight director nominees receiving the highest number of affirmative votes cast will be elected to our Board provided no director nominee receives a greater number of “withhold” than “for” votes in an uncontested election. In the event a director nominee receives a greater number of “withhold” than “for” votes, the director will provide his or her resignation for consideration. See “Corporate Governance — Election of Directors.”

Our Board is responsible for our management and direction and for establishing broad corporate policies. Our Board regularly discusses the Company’s organizational needs, managing its growth, competitive challenges, the potential of senior leadership, future development and possible emergency situations to help provide strategic plans. Our Board also actively focuses on succession planning and management development activities, seeking input from members of our Board and senior management to find candidates for potential successors to the CEO and other senior executives.

Election of Directors

Our Corporate Governance Principles provide that in a director election where the only director nominees are those nominated by our Board (an uncontested election), if a director nominee receives a greater number of votes withheld from his or her election than for his or her election (a “majority withheld vote”) the nominee is required to tender his or her resignation, after certification of the stockholder vote, for consideration by the Corporate Governance Committee. The Corporate Governance Committee will consider the resignation and recommend to our Board whether to accept it or take other action, including rejecting the tendered resignation and addressing the apparent underlying cause of the majority withheld vote.

In making its recommendation, the Corporate Governance Committee will consider all factors deemed relevant by its members, including without limitation (i) the underlying cause of the majority withheld vote (if it can be determined), (ii) the length of service and qualifications of the director whose resignation has been tendered, (iii) the director’s contributions to the Company, (iv) the current mix of skills and attributes of directors on our Board, (v) whether, by accepting the resignation, the Company will no longer be in compliance with any applicable law, rule, regulation or governing document, and (vi) whether or not accepting the resignation is in the best interests of the Company and its stockholders.

Our Board will act on the Corporate Governance Committee’s recommendation at its first regularly scheduled meeting following certification of the stockholder vote, or within 120 days after the certification if a regular board meeting is not scheduled within that time. Our Board will consider the same criteria as the Corporate Governance Committee, as

well as any additional information and factors it believes are relevant. Our Board’s decision and process will then be disclosed in a periodic or current report filed with the Securities and Exchange Commission (SEC).

Director Independence; Board’s Leadership Structure

Our Board determined that the following directors are “independent” within the meaning of the New York Stock Exchange (NYSE) listing standards: Harold J. Bouillion, James M. Funk, Peter D. Kinnear, Janiece M. Longoria, Michael M. McShane and W. Matt Ralls. Our Board has also affirmatively determined that each member of our standing committees (the Audit Committee, Compensation Committee and Corporate Governance Committee) has no material relationship with the Company and satisfies the independence criteria (including the enhanced criteria applicable to audit and compensation committees) set forth in the NYSE listing standards and SEC rules.

Our Board takes a flexible approach to the issue of whether the offices of Chairman and CEO should be separate or combined, considering the tenure and experience of the CEO along with the broader economic and operating environment of the Company, allowing for regular evaluation as to which structure will best serve the Company. We previously separated the role of Chairman and CEO and maintain such separation at this time.

Our Board determined that the separation of the Chairman and CEO roles would maximize management’s efficiency by allowing our CEO to focus on our day-to-day business, while allowing the Chairman to lead our Board in its fundamental role of providing guidance to and oversight of management.

As described above, six of our eight current directors who are nominees are independent, and our Board believes that the independent directors provide effective oversight of management. Moreover, our non-management directors meet regularly in executive session and provide feedback to the Board during the course of Board meetings.

Our Board annually elects a non-management Lead Director who has been recommended by the Corporate Governance Committee. The Lead Director communicates any issues discussed by the non-

management directors back to the CEO and Chairman, confers with the CEO and Chairman at intervals between

Board meetings, and assists in planning for Board and Board committee meetings. In addition, he acts as a liaison between our Board and the CEO and Chairman to ensure close communication and coordination between them and to promote a harmonious and effective relationship. Mr. Funk currently serves as our Lead Director.

Our Board believes that the foregoing leadership structure and polices strengthen board leadership, foster cohesive decision-making at the board level, solidify director collegiality, improve problem solving and enhance strategy formulation and implementation.

Meetings of our Board; Meeting Attendance

There were four Board meetings in 2015. Each of our directors attended at least 75% of the meetings of our Board and any of its committees of which he or she was a member. Our Board has adopted a policy that recommends that all directors personally attend each annual meeting of stockholders. At the 2015 annual meeting of stockholders held on May 22, 2015, all of our directors were in attendance.

Each of our Board’s standing committees has adopted a written charter that has been approved by our Board. Copies of these charters, as well as copies of our Corporate Governance Principles and Our Shared Core Values at Work (Code of Conduct), are available in the Corporate Governance section of our website at www.superiorenergy.com and are available in print upon request to our Secretary, Superior Energy Services, Inc., 1001 Louisiana Street, Suite 2900, Houston, Texas 77002.

Compensation Committee

Since May 2007, the Compensation Committee has engaged Pearl Meyer & Partners (PM&P), an independent compensation consultant, to advise the Compensation Committee on matters relating to executive compensation and assist it in maintaining and administering our executive compensation programs. The Compensation Committee annually requests PM&P to conduct an executive compensation review to evaluate the compensation of our senior executives relative to an industry peer group selected by the Compensation Committee with input from the compensation consultant and management and published market survey data. See “Executive Compensation — Compensation Discussion and Analysis — How We Make Compensation Decisions — Role of Compensation Consultants” herein for more information.

Our stock incentive plans permit the Compensation Committee to delegate to appropriate personnel its authority to make awards to employees other than those subject to Section 16 of the Securities Exchange Act of 1934 (Exchange Act). The Compensation Committee has delegated authority to our CEO to make or alter awards under our long-term incentive plan to such participants, subject to the following conditions:

Director Nominee Qualifications

The Corporate Governance Committee is responsible for reviewing with our Board, on an annual basis, the appropriate skills and characteristics required of directors in accordance with our Corporate Governance Principles and evaluating whether the current members of our Board as a group possess those skills and characteristics. Our Corporate Governance Principles provide that our Board will nominate director candidates who represent a mix of backgrounds and experiences that enhance the quality of our Board’s deliberations and decisions. Our Board believes that a diverse membership with varying perspectives and breadth of experience is an important attribute of a well-functioning board. As a result, our Board will seek diversity of background, experience, gender, race and skills among its members.

When seeking candidates for director, other than potential candidates who are current directors standing for re-election, the Corporate Governance Committee will identify potential director nominees through business and other contacts. The Corporate Governance Committee will also consider candidates for director recommended by stockholders in accordance with the procedures described in our Bylaws and may also choose to retain a professional search firm to identify potential director nominees. We did not pay any fee to any third party to identify or

evaluate, or assist in identifying or evaluating, potential director nominees for election at the annual meeting.

When the Corporate Governance Committee selects candidates, it is looking for director nominees:

Our Board is particularly interested in maintaining a mix that includes, but is not necessarily limited to, active or retired chief executive officers and senior executives, particularly those with significant management experience in operations, international business, finance, accounting, law or significant targeted expansion areas for the Company. The committee evaluates a potential director nominee by considering whether the potential candidate meets the expectations described above, as well as considering the following factors:

There are no differences in the manner in which the Corporate Governance Committee evaluates a

candidate for nomination as a director suggested by stockholders using the process set forth in our Bylaws. See “2017 Stockholder Nominations and Proposals” for information on a stockholder proposing a candidate for consideration for nomination as a director, in accordance with our Bylaws and Corporate Governance Principles. For the annual meeting, we did not receive notice of director nominations from any stockholder.

When reviewing an incumbent director for potential re-election, the Corporate Governance Committee considers the incumbent director’s service to us during his or her term, including the number of meetings attended, level of participation, and overall contribution to our Board. As provided in our Corporate Governance Principles, a director is expected to retire at the annual meeting following his or her 75^th birthday, unless asked by our Board to continue to serve. Consistent with this principle Mr. Sullivan will retire from the Board immediately prior to the 2016 Annual Meeting.

Role of our Board in Stockholder Outreach

As discussed more fully in the “Stockholder Outreach” section below, our Board believes in the importance of the Company engaging with our stockholders to gain feedback regarding our compensation and governance practices, to answer questions about the Company and to respond as appropriate to stockholder concerns. Our Board receives reports from our engagement team, summarizing the responses and viewpoints of our stockholders. Further, the Chair of our Compensation Committee also participates directly in discussions with certain of our largest stockholders to ensure a direct line of communication. Our Board appreciates the time taken and responses provided by our stockholders and looks forward to continuing such outreach going forward.

Role of our Board in Risk Oversight

Our Board is responsible for the oversight of risk, while assessing and managing risk is the responsibility of management. It is management’s responsibility to anticipate, identify and communicate risks to our Board and its committees so that our Board can better understand the risks the Company faces, the steps management takes to manage these risks and the level of risk that is appropriate for the Company at any given time. Management meets regularly to discuss our business strategies, challenges, risks and opportunities and reviews those items with our Board at each regularly scheduled meeting.

While our Board has primary responsibility for risk oversight, each of its standing committees support our

Board by addressing various risks in their respective areas of oversight. For instance, the Audit Committee maintains responsibility related to our financial reporting, audit process, and internal control over financial reporting and disclosure controls and procedures. The Compensation Committee endeavors to develop a program of incentives that encourages an appropriate level of risk-taking behavior consistent with our long-term business strategy and also reviews the leadership development of our employees. The Corporate Governance Committee conducts assessments of nominees to our Board and is charged with developing and recommending to our Board any policies, corporate governance principles and the structure, leadership and membership of our Board committees, including those policies and principles related to, affecting or concerning risk oversight of our Board and its committees.

Director Stock Ownership Guidelines

Within three years of joining the Board, each non-management director is expected to own shares of our common stock equal in value to five times the annual retainer paid to him or her, and such ownership may include the restricted stock units granted under our non-management director compensation program. All of our non-management directors with at least three years of tenure on our Board exceed the required ownership level. See “Ownership of Securities — Management and Director Stock Ownership.”

Communications with our Board

Stockholders and other interested parties may communicate directly with one or more members of our Board, or the non-management directors as a group, by sending a letter by mail c/o Secretary, Superior Energy Services, Inc., 1001 Louisiana Street, Suite 2900, Houston, Texas 77002. The Secretary will forward the communication directly to the appropriate director or directors.

Compensation Committee Interlocks and Insider Participation

During 2015, none of Messrs. Bouillion, Funk, McShane or Ralls (Chair), who comprised the Compensation Committee, were officers or employees of the Company or any of our subsidiaries or had any relationships requiring disclosure in this proxy statement under “Certain Transactions,” and none of our executive officers served as a member of the compensation committee of another entity or as a director of another entity whose executive officers served on our Board or the Compensation Committee. No member of the Compensation Committee is a former officer of the Company.

During 2015, our non-management directors received:

To closely align the non-management directors’ compensation with the financial interests of our stockholders, a significant portion of their compensation is paid in the form of restricted stock units (RSUs) with grant date fair values of approximately $200,000. The RSUs are granted on the day following each annual meeting of our stockholders, with the number of RSUs granted determined by dividing $200,000 by the closing price of our common stock on the day of the annual meeting, and rounding up to the next whole RSU. In addition, if the director’s initial election or appointment does not occur at an annual meeting, then he or she will receive, upon election or appointment to the board, a pro rata number of RSUs based on the number of full calendar months between the date of election or appointment and the first anniversary of the previous annual meeting.

The RSUs vest and pay out in shares of our common stock on the date of the next year’s annual meeting, subject to each director’s ability to elect to defer receipt of the shares of our common stock under our Directors Deferred Compensation Plan.

Under our Directors Deferred Compensation Plan, non-management directors may elect to defer compensation received from the Company for service on our Board. Deferred cash compensation will earn a rate of return based on hypothetical investments in certain mutual funds from which the director may select, or may be converted to deferred stock units. Both the deferred stock units and any deferred restricted stock units will be paid out in shares of our common stock and will be credited with dividend equivalents for any dividends paid on our common stock. Director participants may elect the timing of the distributions of their deferred compensation, which may be made in a lump sum payment or installments, provided that all payments are made no later than 10 years following the director’s termination of service on our Board.

Senior Advisor Agreement with Mr. Hall.  Mr. Hall and the Company were parties to a senior advisor agreement providing for an annual advisory fee of $400,000 and the provision of health benefits that expired on May 31, 2015.

In accordance with Section 14A of the Exchange Act, we are seeking stockholder approval, on an advisory, non-binding basis, of the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This vote is not intended to address any specific item of compensation but rather the overall compensation of our named executive officers and our compensation philosophy and practices. In considering how to vote on this proposal, we urge you to carefully consider the information in the “Executive Compensation” section of this proxy statement, namely the Compensation Discussion and Analysis (including its Executive Summary) and the compensation tables and accompanying narrative disclosures.

The Compensation Committee of the Board designs, implements and administers our compensation program for our executive officers, including our named executive officers. As noted in the Compensation Discussion and Analysis, the majority of our executives’ target direct compensation is at-risk, with a significant percentage of the target compensation (87.1% for our CEO and an average of 77.5% for our other current named executive officers) based on annual and long-term performance measures. Our core executive compensation philosophy and practice continue to be based on pay for performance with an understanding of current market conditions, and we believe that our compensation program is strongly aligned with the long-term interests of our stockholders.

At last year’s annual meeting, we provided our stockholders with the opportunity to cast a non-binding advisory vote regarding the compensation of our named executive officers as disclosed in our proxy statement for the 2015 annual meeting of stockholders. Despite strong operational performance throughout 2014, the sudden and dramatic decline of the commodity price in the fourth quarter of that year led to a perceived disconnect between executive compensation and total shareholder return. As a result, our stockholders approved the 2015 “say-on-pay” proposal by an affirmative vote of 69% of the holders of shares of our common stock present and entitled to vote on the proposal (after having received 98% support in 2014). In response, we initiated a

stockholder outreach program, reaching out to our larger stockholders representing approximately 83% of our outstanding shares, to discuss our compensation philosophy and executive compensation. Following these discussions and to address stockholder concerns, we decided to reduce the base salaries by 15% for our named executive officers effective April 1, 2016, as well as to maintain in 2016 the reduced annual incentive plan payouts implemented in 2015.

We are again asking our stockholders to vote on the following resolution:

RESOLVED, that the stockholders of Superior Energy Services, Inc. (the Company) approve, on an advisory basis, the compensation of the Company’s named executive officers for 2015 as disclosed in the Company’s proxy statement for the 2016 annual meeting of stockholders pursuant to the rules of the Securities and Exchange Commission.

While this advisory vote, commonly referred to as a “say-on-pay” vote, is not binding, our Board and the Compensation Committee value the opinion of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers. We invite stockholders who wish to communicate with our Board on executive compensation matters or any other matter to contact us as provided under “Corporate Governance — Communications with our Board.” Additionally, the Company engages our larger stockholders at least annually to discuss both compensation and governance matters as discussed more fully in the “Stockholder Outreach” section of this proxy.

Vote Required

The approval, by an advisory vote, of the compensation of our named executive officers requires the affirmative vote of the holders of a majority of the shares of our common stock present in person or by proxy at the annual meeting and entitled to vote on such proposal. Our “say-on-pay” vote currently occurs annually. We will hold the next “say-on-pay” vote at our 2017 annual meeting of stockholders.

We are asking our shareholders to approve the Superior Energy Services, Inc. 2016 Incentive Award Plan (the 2016 Plan). The 2016 Plan was unanimously approved by our Board on March 30, 2016 following the recommendation of our Compensation Committee. The adoption of the 2016 Plan is subject to stockholder approval, and the 2016 Plan will not become effective if this approval is not received. Our Board approved the 2016 Plan to attract, retain and motivate our key employees, who are responsible for delivering our results. As a people-based business, our Board believes our ability to grant equity-based incentives is fundamental to our ability to achieve our growth objectives and enhance stockholder value. As of March 15, 2016, 487 employees received equity-based incentive grants, and approximately 2,000 employees are eligible to receive grants of equity-based incentives under our 2016 Plan.

We believe that equity-based incentives are critical to attracting and retaining our high performing leaders and motivating them to achieve our objectives. Stockholder approval of the 2016 Plan will allow us to continue to provide these incentives and allow us to grant awards intended to qualify as performance-based compensation that is not subject to the annual $1 million deductibility limit under Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code), which is discussed in more detail below.

Key Reasons Why You Should Vote to Approve the 2016 Plan

Our Board recommends that you approve the 2016 Plan for the following reasons:

Key Features of the 2016 Plan

We have designed the 2016 Plan to include a number of features that we believe promote best practices. Some highlights of the 2016 Plan include the following:

Why You Should Vote for the 2016 Plan

When our stockholders approved the Amended and Restated 2013 Stock Incentive Plan (the Prior Plan), the number of shares available for grant under the Prior Plan were expected (based on our historical grant practices) to satisfy our equity compensation needs for two or three annual grant cycles. There has been one annual grant cycle since the Prior Plan was approved. As a result of the current extremely challenging business environment for the energy industry and our resulting depressed stock price, our Compensation Committee made the strategic decision to proceed with market-based grant levels to ensure consistency and motivation during these difficult economic times. As a result, as of March 15, 2016, there were 3,197,692 shares remaining available for grant under the Prior Plan. In order to give us the flexibility to responsibly address our future equity compensation needs, we are requesting that our stockholders approve the 2016 Plan, which provides for the issuance of an additional five (5) million shares.

Given the low grant capacity remaining under the Prior Plan, we believe that the additional shares reserved for issuance under the 2016 Plan are necessary to ensure that the Company can continue to grant competitive levels of equity-based awards, which is a critical component of our performance-based compensation program to ensure the alignment of the interests of key leaders with those of our stockholders. We follow a decentralized operating model emphasizing that our key leaders should act as owners, driving a common set of goals with interests that are aligned with our stockholders. Our success depends on our ability to use market-relevant compensation to attract, motivate and retain our key leaders. We cannot afford to lose our best people to competitors in our industry and other companies that may have more flexibility to offer competitive compensation arrangements, especially in the form of equity incentives. We recognize the dilutive impact of our equity plans on our stockholders and continuously strive to balance this concern with our need to provide competitive compensation packages to retain, motivate and attract our people.

In connection with our request for additional shares and design of the 2016 Plan, we reached out to each of our 25 largest stockholders, representing approximately 65% of our outstanding shares, to seek their views regarding our request for additional shares for our long-term equity compensation program. The results of this effort were communicated to our Compensation Committee and Board and were strongly considered by our Board in approving the 2016 Plan.

In determining the number of shares to be reserved for issuance under the 2016 Plan, the Compensation Committee also considered our current overhang and burn rate metrics provided by Pearl Meyer, its independent compensation consultant. In addition, our Compensation Committee considered the potential dilution to our stockholders and determined that this dilution is reasonable, especially given that the substantial majority of the outstanding options held by our employees are significantly out of the money. Further, the Compensation Committee assessed our projected share usage under the 2016 Plan based on a variety of assumptions, including our grant practices, the recent market prices of our common stock, and the share counting provisions under the 2016 Plan, and determined that the total shares requested under the 2016 Plan are expected to be sufficient to satisfy our equity-based compensation needs for two or three annual grant cycles (noting that future circumstances, grant practices, or market or other conditions, which we cannot predict with certainty at this time, may impact our share usage).

If we are unable to continue to make competitive equity awards to our key leaders, in order to remain competitive, we would likely be compelled to alter our compensation program to increase the cash-based component, which we do not believe is appropriate for our business. Cash-based awards do not provide the same benefits as equity, such as retention and alignment with stockholder interests. In addition, if we were forced to increase our cash compensation costs, we believe that our business could be adversely affected, particularly if the current depressed market conditions continue into 2017 and beyond.

In light of the factors described above and our need to continue to grant equity-based compensation at levels that attract and retain our key leaders in the competitive market in which we compete for talent, the Board believes that the size of the share reserve under the 2016 Plan is reasonable and appropriate at this time.

Section 162(m) Approval

We are also asking shareholders to approve the 2016 Plan to satisfy the stockholder approval requirements of Section 162(m) of the Code (Section 162(m)) and to approve the materials terms of the performance goals for awards that may be granted under the 2016 Plan as required under Section 162(m). In general, Section 162(m) places a limit on the deductibility for

federal income tax purposes of the compensation paid to our Chief Executive Officer or any of our three other most highly compensated executive officers (other than our Chief Financial Officer). Under Section 162(m), compensation paid to such persons in excess of $1 million in a taxable year generally is not deductible. However, compensation that qualifies as “performance-based” under Section 162(m) does not count against

the $1 million deduction limitation. One of the requirements of “performance-based” compensation for purposes of Section 162(m) is that the material terms of the plan under which compensation may be paid be disclosed to and approved by our public shareholders. For purposes of Section 162(m), the material terms include: (a) the employees eligible to receive compensation, (b) a description of the business criteria on which the performance goals may be based, and (c) the maximum amount of compensation that can be paid to an employee under the performance goals. Each of these aspects of the 2016 Plan is discussed below, and stockholder approval of the 2016 Plan will constitute approval of the material terms of the 2016 Plan pursuant to the stockholder approval requirements of Section 162(m).

Note that stockholder approval of the 2016 Plan is only one of several requirements under Section 162(m) that must be satisfied for amounts realized under the 2016 Plan to qualify for the “performance-based” compensation exemption under Section 162(m), and will enable us to (but will not require us to or guarantee that we will be able to) grant awards intended to qualify as performance-based compensation within the meaning of Section 162(m) and preserve the deductibility of these awards for federal income tax purposes. Nothing in this proposal precludes us or the plan administrator from making any payment or granting awards that do not qualify for tax deductibility under Section 162(m).

Stockholder Approval Requirement

Stockholder approval of the 2016 Plan is necessary in order for us to (1) meet the stockholder approval requirements of the NYSE, (2) take tax deductions for certain compensation resulting from awards granted thereunder intended to qualify as performance-based compensation under Section 162(m), and (3) grant incentive stock options (ISOs) thereunder.

If shareholders do not approve this Proposal No. 3, the Prior Plan will continue in full force and effect subject to the limitations set forth in the Prior Plan.

Summary of the 2016 Plan

The following sets forth a description of the material features and terms of the 2016 Plan. The following summary is qualified in its entirety by reference to the full text of the 2016 Plan, which is attached hereto as Appendix A. You are encouraged to read the 2016 Plan in its entirety.

Administration.  The 2016 Plan will be administered by the Compensation Committee (or by the Board or another Board committee as may be determined by the Board from time to time). The administrator of the 2016 Plan (the Administrator) has the authority to interpret the 2016 Plan, determine the types and number of awards, the number of shares to be awarded, to approve all awards made under the 2016 Plan, and carry out other functions as set forth in the 2016 Plan. To the extent necessary to comply with Rule 16b-3 of the Exchange Act, and with respect to awards that are intended to be “performance-based compensation” under Section 162(m), the Administrator will consist solely of two or more non-employee directors of the Company, each of whom is an “outside director” within the meaning of Section 162(m) and a “non-employee director” within the meaning of the rules under Section 16 of the Securities Act of 1933, as amended.

Eligibility.  Employees and consultants of the Company and its subsidiaries, and non-employee directors of the Company, are eligible to participate in the 2016 Plan. The Administrator determines the type and size of the award and sets the terms, conditions, restrictions and limitations applicable to the award, within the confines of the 2016 Plan’s terms. As of March 15, 2016, approximately 2,000 employees and no consultants of the Company and its subsidiaries and 7 non-employee directors of the Company were eligible to participate in the 2016 Plan.

Share Limit; Individual Award Limits.  The maximum aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2016 Plan is the sum of (i) five (5) million shares, plus (ii) any shares which, as of the effective date of the 2016 Plan, remain available for issuance under the Prior Plan, plus (iii) any shares subject to awards outstanding under the Prior Plan as of the effective date of the 2016 Plan which, on or after such date, are forfeited or otherwise terminate for any reason without the issuance of shares (the Share Limit). No more than 1,000,000 shares of common stock may be issued pursuant to the exercise of ISOs under the 2016 Plan. If the 2016 Plan is approved by our stockholders, no further grants will be made under the Prior Plan.

The 2016 Plan also includes annual limits on awards that may be granted to any individual participant. For participants other than non-employee directors, if the award is denominated in shares of common stock, the maximum aggregate number of shares of common stock that may be granted to any one person is 1,000,000 per year. If the award is payable in cash and not denominated in shares of common stock, the

maximum aggregate amount of cash that may be paid to any one person is $10,000,000 per year. The maximum aggregate grant date fair value of awards granted to a non-employee director under the 2016 Plan is $400,000 per year.

Share Counting.  In general, when awards granted under the 2016 Plan (or, after the effective date of the 2016 Plan, awards granted under the Prior Plan) expire, lapse, are forfeited or are paid in cash, the shares reserved for those awards are returned or added, as applicable, to the share reserve and become available for future issuance under the 2016 Plan. However, the 2016 Plan does not allow the share pool available for incentive grants to be recharged or replenished with shares that:

In addition, the payment of dividend equivalents in cash in conjunction with any outstanding award shall not be counted against the shares available for issuance under the 2016 Plan.

Awards.  The 2016 Plan authorizes the grant of stock options, including ISOs and nonqualified stock options (NSOs), stock appreciation rights, restricted stock, RSUs, dividend equivalents or other stock-based or cash-based awards. Certain awards under the 2016 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the 2016 Plan will be set forth in award agreements, which will set forth the terms and conditions of the awards. Awards will generally be settled in shares of our common stock, but the plan administrator may provide for cash settlement of any award.

Stock Options.  Stock options may be granted under the 2016 Plan, including both ISOs and NSOs, which provide the holder a right to purchase shares of Common Stock at a specified exercise price. The exercise price per share for each stock option will be set by the Administrator, but may not be less than the fair market value on the date of the grant. The Administrator will determine the time period for exercise

of each award, including the time period for exercise following a termination of service by the recipient, subject to a 10 year limitation.

Incentive Stock Options.  ISOs may be granted only to employees of the Company. No person who qualifies as a greater-than-10% shareholder of the Company may be granted an incentive stock option.

Non-Qualified Stock Options.  With the consent of the holder, the Administrator is authorized to modify any incentive stock option granted under the 2016 Plan to disqualify the option from treatment as an incentive stock option under Section 422 of the Code.

Restricted Stock.  The Administrator may make awards of restricted stock to eligible individuals in such amounts and at purchase prices to be established by the Administrator in connection with each award. Such awards will be subject to restrictions and other terms and conditions as are established by the Administrator. Upon issuance of restricted stock, recipients generally have the rights of a shareholder with respect to such shares, subject to the limitations and restrictions established by the Administrator in the award program or the individual award agreement. Such rights generally include the right to receive dividends and other distributions in relation to the award; however, no dividends are payable with respect to restricted stock with performance-based vesting unless and until the performance conditions have been satisfied. Except as otherwise determined by the Administrator, restricted stock awards will lapse and immediately be surrendered to the Company without payment of consideration if the recipient terminates service to the Company before the restrictions on the award have expired.

Restricted Stock Units.  The 2016 Plan authorizes awards of RSUs to eligible individuals in amounts and at purchase prices and upon such other terms and conditions as are established by the Administrator for each award. RSU awards entitle recipients to acquire shares of the Company’s stock in the future under certain conditions. Holders of RSUs generally have no rights of ownership or as shareholders in relation to the award, unless and until the restrictions lapse and the restricted stock unit award vests in accordance with the terms of the grant and actual shares are issued in settlement of the award. If the Administrator provides, RSUs can be granted in tandem with dividend equivalents, which are described below, however, no dividend equivalents are payable with respect to RSUs with performance-based vesting unless and until the performance conditions have been satisfied.

Dividend Equivalents.  Dividend equivalents may be granted by the Administrator based on the dividends declared on common stock of the Company between the date of the award and the date that the award vests, is exercised, distributed or expires. Dividend equivalents are converted to cash or additional shares of stock based on terms and limitations established by the Administrator. In addition, dividend equivalents with respect to an award with performance-based vesting that are based on dividends paid prior to the vesting of such award will only be paid out to the holder to the extent that the performance-based vesting conditions are subsequently satisfied and the award vests.

Stock Appreciation Rights.  The Administrator is authorized to grant stock appreciation rights to eligible recipients in its discretion, on such terms and conditions as it may determine, consistent with the 2016 Plan. A stock appreciation right entitles the holder to exercise the stock appreciation right to acquire shares of the Company’s stock upon exercise within a specified time period from the date of the grant. Subject to the provisions of the stock appreciation right award agreement, the recipient may receive from the Company an amount determined by multiplying the difference between the exercise price per share of the stock appreciation right and the fair market value of the share on the date of exercise by the number of shares of common stock subject to the award. The Administrator will determine the time period for exercise of each award, including the time period for exercise following a termination of service by the recipient, subject to a ten year limitation.

Other Stock or Cash Based Awards.  The Administrator is authorized to make other stock or cash based awards to any eligible individual under the 2016 Plan. Such stock or cash based awards may be made in lieu of base salary, cash incentives, fees or other cash compensation otherwise payable to the recipient. Subject to the provisions of the 2016 Plan, the number or value of shares to be awarded, conditions and criteria for vesting, and the vesting schedule, will be set by the Administrator.

Performance-Based Awards.  The Administrator will determine whether specific awards are intended to constitute “qualified performance-based compensation,” or “QPBC,” within the meaning of Section 162(m) and even if shareholders approve the material terms of the 2016 Plan for purposes of the QPBC exception, the Administrator may determine to pay compensation that is not QPBC under Section 162(m) and that is not deductible by reason thereof. To qualify as QPBC, the applicable performance criteria will be selected from the list below in accordance with the requirements of Section 162(m). Section 162(m) imposes a $1 million

cap on the compensation deduction that the Company may take in respect of compensation paid to our Chief Executive Officer and certain of our other most highly compensated executive officers (other than our Chief Financial Officer). However, compensation that qualifies as QPBC is excluded from the calculation of the $1 million cap.

In order to constitute QPBC under Section 162(m), in addition to certain other requirements, the relevant amounts must be payable only upon the attainment of pre-established, objective performance goals set by our Administrator and linked to shareholder-approved performance criteria. For purposes of the 2016 Plan, one or more of the following performance criteria will be used in setting performance goals applicable to QPBC, either for the entire Company or a subsidiary, division, business unit or an individual, and may be used in setting performance goals applicable to other performance awards: (A) earnings before or after deduction for all or any portion of interest, taxes, depreciation, and amortization (EBITDA) and/or any unusual or non-recurring events, whether or not on a continuing operations or an aggregate or per share basis; (B) one or more operating ratios or metrics; (C) free cash flow or increases in cash flow; (D) borrowing levels, leverage ratios or credit rating; (E) operating or pre-tax income; (F) return on equity, invested capital or assets, whether or not relative to cost of capital; (F) an economic value added measure; (G) stockholder return or stockholder value; (H) stock price; (I) days sales outstanding and/or collection of outstanding accounts or debts; (J) sales of particular services or products, including rentals; (K) safety, health or environmental performance; (L) expense or cost targets; (M) customer acquisition or retention; (N) compliance, acquisitions and divestitures (in whole or in part); (O) gross or operating margins or (P) any combination of the foregoing. The 2016 Plan also permits the Administrator to provide for objectively determinable adjustments to the applicable performance criteria in setting performance goals for QPBC awards. To allow the Company to qualify awards as QPBC, we are seeking shareholder approval of the 2016 Plan and the performance criteria listed above.

Prohibition on Re-Pricing and Cash Buyouts.  Under the 2016 Plan, the Administrator may not, without the approval of the shareholders of the Company, authorize the re-pricing of any outstanding option or stock appreciation right to reduce its price per share, or cancel any option or stock appreciation right in exchange for cash or another award when the price per share exceeds the fair market value (as that term is defined in the 2016 Plan) of the underlying shares.

Change in Control.  In general, notwithstanding a change in control event (as that term is defined in the 2016 Plan), each outstanding award will continue in effect or be assumed or an equivalent award substituted by the successor corporation. No single-trigger vesting acceleration applies under the 2016 Plan in connection with a change in control. However, in the event the successor corporation refuses to assume or substitute for the award, such award will become fully vested and, if applicable, exercisable immediately prior to the consummation of the transaction and all forfeiture restrictions to lapse, and so notify the holder.

Certain Transactions.  The Administrator has broad discretion to equitably adjust the provisions of the 2016 Plan, as well as the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our Common Stock, such as stock dividends, stock splits, combinations or exchanges of shares, mergers, consolidations or other distributions (other than normal cash dividends) of Company assets to shareholders. In addition, in the event of certain non-reciprocal transactions with our shareholders known as “equity restructurings,” the Administrator will make equitable adjustments to outstanding awards.

Minimum Vesting.  The 2016 Plan contains a minimum vesting requirement, subject to limited exceptions, that awards of options, stock appreciation rights, restricted stock, RSUs and other stock based awards made pursuant to the 2016 Plan may not vest earlier than the date that is one year following the grant date of the award. The limited exceptions allow (i) the issuance of awards of options, stock appreciation rights, restricted stock, RSUs and other stock based awards covering, in the aggregate, no more than five percent (5%) of the shares available for issuance under the 2016 Plan to be granted without minimum vesting provisions, and (ii) the plan administrator to waive the one-year vesting restrictions upon the participant’s termination of service due to death, disability or retirement or in connection with a change in control.

Termination of or Changes to the 2016 Plan.  The Administrator has the authority to amend, suspend, or discontinue the 2016 Plan subject to any shareholder approval that is required by applicable law or listing agency rules. The Administrator may amend outstanding awards in any manner that would be permitted for a new award, provided that any amendment that is adverse to a participant requires the participant’s consent. No award may be granted under the 2016 Plan after ten years from the earlier of (i) the

date the Board adopted the 2016 Plan or (ii) the date the Company’s stockholders approved the 2016 Plan. The applicable provisions of the 2016 Plan and the Administrator’s authority will continue with respect to any awards then outstanding.

Claw-backs.  All awards made under the 2016 Plan are subject to any claw-back policy implemented by the Company, including any claw-back policy adopted to comply with the requirements of applicable law (including the Dodd Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder).

Material U.S. Federal Income Tax Consequences

The following is a brief description of the principal United States federal income tax consequences related to awards under the 2016 Plan. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors.

Incentive Stock Options.  No income will be recognized by a participant for federal income tax purposes upon the grant or exercise of an incentive stock option. The basis of shares transferred to a participant upon exercise of an incentive stock option is the price paid for the shares. If the participant holds the shares for at least one year after the transfer of the shares to the participant and two years after the grant of the option, the participant will recognize capital gain or loss upon sale of the shares received upon exercise equal to the difference between the amount realized on the sale and the basis of the stock. Generally, if the shares are not held for that period, the participant will recognize ordinary income upon disposition in an amount equal to the excess of the fair market value of the shares on the date of exercise over the amount paid for the shares, or if less (and if the disposition is a transaction in which loss, if any, will be recognized), the gain on disposition. Any additional gain realized by the participant upon the disposition will be a capital gain. The excess of the fair market value of shares received upon the exercise of an incentive stock option over the option price for the shares is an item of adjustment for the participant for purposes of the alternative minimum tax. Therefore, although no income is recognized upon exercise of an incentive stock option, a participant may be subject to alternative minimum tax as a result of the exercise.

Non-qualified Stock Options.  No income is expected to be recognized by a participant for federal income tax purposes upon the grant of a non-qualified stock option. Upon exercise of a non-qualified stock option, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the shares on the date of exercise over the amount paid for the shares. Income recognized upon the exercise of a non-qualified stock option will be considered compensation subject to withholding at the time the income is recognized, and, therefore, the participant’s employer must make the necessary arrangements with the participant to ensure that the amount of the tax required to be withheld is available for payment. Non-qualified stock options are designed to provide the employer with a deduction equal to the amount of ordinary income recognized by the participant at the time of the recognition by the participant, subject to the deduction limitations described below.

Stock Appreciation Rights.  There is expected to be no federal income tax consequences to either the participant or the employer upon the grant of stock appreciation rights. Generally, the participant will recognize ordinary income subject to withholding upon the receipt of payment pursuant to stock appreciation rights in an amount equal to the aggregate amount of cash and the fair market value of any common stock received. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.

Restricted Stock.  If the restrictions on an award of shares of restricted stock are of a nature that the shares are both subject to a substantial risk of forfeiture and are not freely transferable (within the meaning of Section 83 of the Code), the participant will not recognize income for federal income tax purposes at the time of the award unless the participant affirmatively elects to include the fair market value of the shares of restricted stock on the date of the award, less any amount paid for the shares, in gross income for the year of the award pursuant to Section 83(b) of the Code. In the absence of this election, the participant will be required to include in income for federal income tax purposes on the date the shares either become freely transferable or are no longer subject to a substantial risk of forfeiture (within the meaning of Section 83 of the Code), the fair market value of the shares of restricted stock on such date, less any amount paid for the shares. The employer will be entitled to a deduction at the time of income recognition to the participant in an amount equal to the amount the participant is required to include in income with respect to the shares, subject to the deduction limitations described below. If a

Section 83(b) election is timely made within 30 days after the date the restricted stock is received, the participant will recognize ordinary income at the time of the receipt of the restricted stock, and the employer will be entitled to a corresponding deduction, equal to the fair market value of the shares at the time, less the amount paid, if any, by the participant for the restricted stock. If a Section 83(b) election is made, no additional income will be recognized by the participant upon the lapse of restrictions on the restricted stock, but, if the restricted stock is subsequently forfeited, the participant may not deduct the income that was recognized pursuant to the Section 83(b) election at the time of the receipt of the restricted stock.

Dividends paid to a participant holding restricted stock before the expiration of the restriction period will be additional compensation taxable as ordinary income to the participant subject to withholding, unless the participant made an election under Section 83(b). Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the dividends includible in the participant’s income as compensation. If the participant has made a Section 83(b) election, the dividends will be dividend income, rather than additional compensation, to the participant.

If the restrictions on an award of restricted stock are not of a nature that the shares are both subject to a substantial risk of forfeiture and not freely transferable, within the meaning of Section 83 of the Code, the participant will recognize ordinary income for federal income tax purposes at the time of the transfer of the shares in an amount equal to the fair market value of the shares of restricted stock on the date of the transfer, less any amount paid therefore. The employer will be entitled to a deduction at that time in an amount equal to the amount the participant is required to include in income with respect to the shares, subject to the deduction limitations described below.

Restricted Stock Units.  There will be no federal income tax consequences to either the participant or the employer upon the grant of RSUs. Generally, the participant will recognize ordinary income subject to withholding upon the receipt of cash and/or transfer of shares of common stock in payment of the restricted stock units in an amount equal to the aggregate of the cash received and the fair market value of the common stock so transferred. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.

Dividend Equivalents.  Generally, a participant will recognize ordinary income subject to withholding upon

the payment of any dividend equivalents paid with respect to an award in an amount equal to the cash the participant receives. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.

Limitations on the Employer’s Compensation Deduction.  Section 162(m) limits the deduction certain employers may take for otherwise deductible compensation payable to certain executive officers of the employer to the extent the compensation paid to such an officer for the year exceeds $1 million, unless the compensation qualifies as “performance-based” within the meaning of Section 162(m).

Excess Parachute Payments.  Section 280G of the Code limits the deduction that the employer may take for otherwise deductible compensation payable to certain individuals if the compensation constitutes an “excess parachute payment.” Excess parachute payments arise from payments made to disqualified individuals that are in the nature of compensation and are contingent on changes in ownership or control of the employer or certain affiliates. Accelerated vesting or payment of awards under the 2016 Plan upon a change in ownership or control of the employer or its affiliates could result in excess parachute payments. In addition to the deduction limitation applicable to the employer, a disqualified individual receiving an excess parachute payment is subject to a 20% excise tax on the amount thereof. The 2016 Plan does not provide for any excise tax gross-ups.

Application of Section 409A of the Code.  Section 409A of the Code imposes an additional 20% tax and interest on an individual receiving non-qualified deferred compensation under a plan that fails to satisfy certain requirements. For purposes of Section 409A, “non -qualified deferred compensation” includes equity-based incentive programs, including some stock options, stock appreciation rights and restricted stock unit programs. Generally speaking, Section 409A does not apply to ISOs, non-discounted non-qualified stock options and appreciation rights if no deferral is provided beyond exercise, or restricted stock.

The awards made pursuant to the 2016 Plan are expected to be designed in a manner intended to comply with the requirements of Section 409A of the

Code to the extent the awards granted under the 2016 Plan are not exempt from coverage. However, if the 2016 Plan fails to comply with Section 409A in operation, a participant could be subject to the additional taxes and interest.

State and local tax consequences may in some cases differ from the federal tax consequences. The foregoing summary of the income tax consequences in respect of the 2016 Plan is for general information only. Interested parties should consult their own advisors as to specific tax consequences of their awards.

The 2016 Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended, and is not intended to be qualified under Section 401(a) of the Code.

New Plan Benefits

Grants of awards under the 2016 Plan are subject to the discretion of the plan administrator. Therefore, it is not possible to determine the benefits that will be received in the future by participants in the 2016 Plan.

Certain tables below under the general heading “2015 Executive Compensation,” including the Summary Compensation Table, Grants of Plan-Based Awards table, Outstanding Equity Awards at Fiscal Year-End table, and Option Exercises and Stock Vested table set forth information with respect to prior awards granted to our individual named executive officers under the Prior Plan.

Recommendation

The Board believes that the 2016 Plan will provide us with the continued ability to link participants’ pay to stockholder returns, is a critical compensation component in our ability to attract, retain and motivate employees by aligning their interests with the interests of our shareholders.

Vote Required

Under the NYSE Rules, adoption of the proposed 2016 Plan requires the affirmative vote of the holders of a majority of the shares of our common stock present and entitled to vote on the proposal.

The Audit Committee has selected KPMG as our independent registered public accounting firm (independent auditor) for the fiscal year ending December 31, 2016, which we submit to our stockholders for ratification. Although ratification is not required by our Bylaws or otherwise, our Board is submitting the selection of KPMG to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified by our stockholders, the Audit Committee will consider whether it is appropriate to select another independent auditor. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

KPMG has audited the Company’s financial statements since 1995. The Audit Committee took a number of factors into consideration in determining whether to

reappoint KPMG as the Company’s independent auditor, including KPMG’s historical and recent performance of the Company’s audit, KPMG’s capabilities and expertise, its tenure as the Company’s independent auditor and its familiarity with our business and operations, the appropriateness of its professional fees and its independence.

Representatives of KPMG are expected to be present at the annual meeting and will have an opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions from our stockholders.

Vote Required

The ratification of the appointment of KPMG as our independent auditor for 2016 requires the affirmative vote of the holders of a majority of the shares of our common stock present in person or by proxy at the annual meeting and entitled to vote on such proposal.

Fees Paid to Independent Registered Public Accounting Firm

The following is a summary and description of fees billed to the Company for professional services rendered by KPMG in 2015 and 2014.

Pre-Approval Process

The Audit Committee must pre-approve all audit and permissible non-audit services provided by the independent auditor, and follows established approval procedures to ensure that the independent auditor’s independence will not be impaired. Regarding services requiring specific pre-approval, the Company’s Chief Financial Officer submits requests along with a joint statement from the independent auditor as to whether, in their view, the request for services is consistent with the SEC’s rules on auditor independence.

The Audit Committee delegated pre-approval authority for routine audit, audit-related and tax services specifically listed in the pre-approval policy to its chair for any individual service estimated to involve a fee of less than $75,000, and the chair reports any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate to management its responsibility to pre-approve services to be performed by the Company’s independent auditor.

All audit and tax fees described above were approved by the Audit Committee before services were rendered.

EXECUTIVE SUMMARY

Our focus on free cash flow generation and liquidity in 2015 positioned us to weather the challenges faced by our industry and improve stockholder returns when industry conditions eventually improve. During 2015 we experienced a decline in revenue and incurred operating losses, resulting from the continued deterioration of oil and gas prices. The depth and duration of the commodity price decrease, something not seen since the 1980’s, resulted in our customers curtailing their operations, reducing their capital expenditures and requesting pricing concessions to reduce their costs.

We also took significant and pro-active steps throughout 2015 to reduce our cost structure, consolidate product and service lines and reorganize our businesses. We reduced our general and administrative (G&A) expenses by 18% and our broader workforce by over 40%. We maintained our worldwide days sales outstanding (DSO) at 71 days, and we generated $274 million in free cash flow, resulting in our having $564 million in cash on hand as of year-end 2015. Following year-end, we extended the term of our revolving credit facility by an additional two years, so that we have no current debt maturities until 2019.

Through our investor engagement program, we have communicated with our stockholders about the challenges presented by this market, our significant efforts to respond and the best practices we employ from both a compensation and governance perspective. This program is discussed more fully in our “Stockholder Outreach” section below.

Stockholder Outreach

Following our 2015 Annual Meeting, we commenced a compensation and governance focused outreach program to improve our ongoing dialogue with our stockholders. With the support of the Compensation Committee, we created an outreach team consisting of members of executive management, our investor relations, human resources and corporate secretarial teams, as well as the Chair of our Compensation Committee, who participated in meetings with several of our long-term stockholders.

During the three-month period from October through December 2015, we invited 65 of our larger stockholders, representing approximately 83% of our outstanding shares, to discuss our compensation philosophy, executive compensation and any governance concerns. The significant majority of stockholders who engaged with us indicated that they did not have any concerns regarding the structure or philosophy of our executive compensation program. The key and consistent refrain we heard from our stockholders was that they encouraged us to maintain alignment between executive pay and total stockholder return (TSR). Our stockholders generally acknowledged the market challenges our industry faces and appreciated our pro-active measures to adjust our compensation program in early 2015 in light of industry headwinds. Importantly, we reduced our overall CEO compensation nearly 25%, and all NEO’s by about 20%, in 2015 compared to 2014, thereby significantly improving the alignment with TSR during this period. Additionally, we received positive feedback regarding institutionalizing our engagement

efforts. Overall, our stockholders expressed confidence in our governance practices. Stockholders’ input received as a result of the outreach program was reported to the Compensation Committee and to our Board. Going forward our outreach to our stockholders will continue in an effort to ensure that we understand and are better able to address stockholder concerns and the issues on which they are focused.

In anticipation of the 2016 Annual Meeting our outreach team continued its dialogue with stockholders, reaching out to our 25 largest stockholders, representing approximately 65% of our outstanding shares. This effort was designed to assess stockholder views regarding our seeking authorization for additional shares for our long-term incentive compensation program. The results of this effort were communicated to our Compensation Committee and to our Board, resulting in our Board recommending approval of Proposal No. 3.

Compensation Highlights

The current environment of low commodity prices and a sustained market downturn has created significant headwinds for shareholder returns across our industry. Because of the cyclicality of our industry and fluctuating demand for our services, our overall focus is on the longer term. However, the compensation paid to our executive officers in 2015 reflects year over year financial performance and return to our stockholders. , Our Compensation Committee has designed incentive programs to (i) attract, motivate and retain talented executives, (ii) focus our executives on achieving both short and long-term desired outcomes while facing challenging industry conditions and (iii) ensure alignment with the best interests of our stockholders. This alignment is evidenced by the freezing of base salaries for our named executive officers in 2015, the 37.5% reduced potential payout opportunities and challenging threshold performance objectives under our annual incentive plan, and the resulting significant overall compensation reductions of our CEO and NEOs in 2015. In 2016, we took further action by reducing their base salaries by 15% and maintaining the 37.5% reduced potential payout opportunity under our annual incentive plan. While maintaining this alignment is a fundamental precept of our compensation philosophy, we recognize that ours is a cyclical industry, and retention of high caliber management is vital to our successful positioning for the eventual rebound ahead. It is this balance that we strive to maintain in our compensation program, as discussed more fully throughout this Compensation Discussion and Analysis section.

Our 2015 operational focus on cash flow and liquidity (as evidenced in the design of our special strategic grants, discussed more fully in “Key Changes to 2015 Compensation” below) positions us to emerge from this market downturn in a stronger competitive position with improved market share. We remain committed to increasing shareholder value and ensuring alignment of our compensation practices with stockholder interests. We appreciate our stockholders’ sustained support during these difficult times in our industry.

2015 Company Financial and Operational Performance

The following are a few 2015 financial and operational highlights:

Balance Sheet and Liquidity

Operations

2016 Outlook and Competitive Advantage

The ultimate impact of the current industry downturn on the Company will depend in large measure on the duration of this down-cycle. As a result of the proactive measures taken in 2015 and early 2016, we have created a sustainable platform of reduced costs and high liquidity which we believe will allow us to achieve stronger margins during an up-cycle. By focusing on maintaining a strong balance sheet, we are well positioned to respond quickly when the market does recover.

KEY CHANGES TO 2015 COMPENSATION

In designing the 2015 executive compensation program, the Committee felt it was important to balance incentivizing our executives and protecting our stockholders’ interests during a cyclical downturn of unknown depth and duration. In response, the Committee took the following steps to ensure alignment of our 2015 executive compensation with the current environment and reduced TSR.

No Salary Increases for All Named Executive Officers – In December 2014, the Committee elected not to increase the base salaries of our named executive officers in 2015. Additionally, as explained below in “Approach to 2016 Compensation,” the Committee has elected to reduce their base salaries by 15% in 2016.

Revised Annual Incentive Program (AIP) – In March 2015, the Committee revised the parameters of the 2015 AIP to reduce the payout opportunities and focus performance metrics of the program to ensure executives focused on key deliverables to sustain the Company for the long-term. Specifically, the Committee made the following revisions:

As in years past, the entire amount of the AIP payout remained subject to a reduction of up to 15% based on the Company’s overall safety performance for the year.

Special Strategic Grant – In February 2014, the Committee approved the grant of a special one-time, two-year performance share award (SPSUs) for our executives (excluding the CEO) to incentivize them to focus, among other things, on generating free cash flow in order to build liquidity. The executives received previously approved grants of SPSUs in February 2014 and in March 2015, with each grant having a one-year performance period, and payout of both grants occurred in April 2016. In March 2016, the Committee determined the earned SPSUs would be paid out in cash in order to reduce share usage during periods of depressed stock prices. Importantly, this special grant’s focus on generating free cash flow contributed to our approximately $560 million cash balance as of December 31, 2015 – providing a significant liquidity position during this challenging market environment.

The Committee felt the overall structure of the 2015 program, including the measures described above, would incentivize the executive team to focus on key short-term deliverables that would position the Company to withstand the current market downturn and emerge as an even stronger player in the industry when the market recovered. The Committee elected to use EBITDA, which is more closely linked to cash flow, as the financial metric in order to focus management on improving efficiency from existing operations. Also, the key operational measures were designed to increase cash flow and improve the Company’s overall liquidity.

We strive to align executive compensation with stockholder interests, and to incorporate strong governance standards within our compensation program, such as:

Results of 2015 Say-on-Pay Vote and Our Response

At our 2015 Annual Meeting, we received 69% support for our say-on-pay proposal, which was lower than expected given the pro-active changes made in our compensation practices after 2014 (which had received 98% support), pay practices comparable to peers and a positive recommendation from a leading proxy advisory firm. Following the vote, we actively engaged with a broad cross-section of our stockholders, including several who may have followed the recommendation of a different proxy advisory firm by voting against our 2015 say-on-pay proposal. We formalized a new stockholder outreach program to seek feedback on a variety of topics, including our operations, compensation and governance programs. Our stockholder outreach efforts are discussed in more detail above under “Stockholder Outreach”. Based on the compensation feedback we received, we felt that our stockholders were generally supportive of our executive compensation philosophy and programs, and urged that we continue to focus on alignment of compensation and TSR. The Committee’s efforts in 2016 to balance incentivization and stockholder interests are discussed below in the section titled “Approach to 2016 Compensation.” We have continued our ongoing dialogue with our stockholders, and intend to continue to fully evaluate and be responsive to the feedback we receive.

Target Total Direct Compensation:

Realizable Compensation:

HOW WE MAKE COMPENSATION DECISIONS

Role of Management in Setting Compensation

Our CEO is involved in recommending the compensation of our executive officers, other than himself. Each year, the CEO makes recommendations to the Committee regarding salary adjustments, percentage annual incentive targets under the AIP and long-term incentive grants to our other executive officers. In formulating his recommendations, the CEO considers various factors, including his subjective analysis of each executive’s performance and contributions to the Company, the performance of his business units (if applicable to the particular officer), experience level, tenure in position, the average base pay level for similar positions, and the Company’s performance. Although the Committee considers the CEO’s recommendations, the Committee makes all final determinations regarding executive compensation.

Role of Compensation Consultants

Since May 2007, the Committee has engaged Pearl Meyer & Partners, LLC (Pearl Meyer) as its independent executive compensation consultant to advise the Committee on matters relating to executive compensation and assist it in developing and implementing our executive compensation program. The Committee also discussed this CD&A with Pearl Meyer. As required by SEC and NYSE rules, the Committee has assessed the independence of Pearl Meyer and concluded that Pearl Meyer’s work did not raise any conflicts of interest. In making this determination, the Committee noted that during fiscal year 2015:

Peer Groups, Annual Benchmarking Process and Survey Data

The Committee evaluates the Company’s executive compen-sation practices and financial performance by reference to two different peer groups as described below: the Performance Peer Group and the Compensation Peer Group. The Performance Peer Group is comprised of oilfield service companies which were chosen due to similarity of services provided, operating footprint, business focus, capital structure and competitive conditions. The Compensation Peer Group is a narrower group of companies within our Performance Peer Group which would be considered peers for executive talent purposes. This second group is more similar to Superior in terms of size and scope of operations, although, due to the limited number of companies directly similar in size, we include companies that are both somewhat smaller and somewhat larger than the Company. Additionally, we have excluded certain Performance Peer Group companies from the Compensation Peer Group because of dissimilarity in pay approach and structures.

The Committee periodically reviews the companies comprising each peer group, and revises each group as it deems appropriate after consultation with Pearl Meyer and to reflect consolidation and changes in the industry.

The Compensation Peer Group had a trailing twelve month median revenue of $4.643 billion as of December 31, 2015, compared to our trailing twelve month revenue of $4.016 billion at the time the group was approved.

At the Committee’s request, Pearl Meyer conducts an annual executive compensation review to benchmark the Company’s senior executive compensation relative to the Compensation Peer Group with supplemental data from published market surveys. The Committee uses this report to evaluate whether the executive compensation levels, including base salary and actual incentive payouts, are within industry norms and the Company’s stated strategy. For 2015 executive compensation, the Committee set base salary amounts, annual incentive plan percentages and long-term incentive award values in December 2014 with reference to the Compensation Peer Group.

Pearl Meyer supplements data from the Compensation Peer Group with broad-based compensation survey data to develop a comprehensive view of the competitive market data. The Committee believes that this use of survey data is an important element of our compensation evaluation. Compensation survey data includes companies from the broader energy industry that influence the competitive market for executive compensation levels. Further, the survey data also includes data from companies that are comparable to us in terms of size and scale.

Review of Tally Sheets

The Committee has reviewed and evaluated an executive tally sheet that contained a listing and quantification (as appropriate) of each component of our compensation program during 2015 for all of our

executive officers, including special executive benefits and perquisites, as well as accumulated values (e.g., stock option holdings) and other contingent compensation such as severance arrangements. The Committee believes that our balance of annual and long-term compensation elements, our mix of long-term incentive vehicles and our stock ownership guidelines that encourage executive ownership result in a compensation program that aligns our executives’ interests with those of our stockholders and does not encourage our management to take unreasonable risks relating to our business. The various components of our executive compensation program are described in detail below.

COMPONENTS OF EXECUTIVE COMPENSATION

The main components of our executive compensation program are base salary, annual incentive and long-term incentives. Our executives also participate in a supplemental executive retirement plan. Overall, the Company positions the majority of the executive compensation program to be at-risk with much of the compensation based on measurable performance, with a specific emphasis on the long-term performance of the Company. As an executive’s level of responsibility increases, a greater portion of total compensation is at-risk, creating the potential for greater variability in the individual’s compensation from year to year.

As reflected in the charts set forth above in the Executive Summary, the CEO’s component mix is more heavily weighted towards long-term performance and reflects the Committee’s view that his role in setting the strategic direction of the Company gives him greater influence on the ultimate performance level achieved.

The Committee believes that its current combination of compensation elements provides an appropriate mix of fixed and variable pay, balancing short and long-term performance, and encouraging executive retention.

Base Salary

The primary role of the Company’s base salary element is to compensate executives for the experience, education, personal qualities and other qualifications that are key for their specific role within the Company. In establishing the base salaries for our executives, we have historically targeted the median salaries of similarly-situated executives in the Company’s Compensation Peer Group and strive to set base salaries at consistent levels for positions with similar responsibilities.

In response to market conditions, the Committee did not approve base salary increases for any of the named executive officers for 2015.

Annual Incentive Award

The purpose of the Company’s AIP is to reward executives for achievement of annual operational, financial and safety goals. Although the Committee sets annual incentive target levels that result in median payouts when performance objectives are met, this program provides executives the opportunity to earn significantly higher payments depending on the extent to which these performance objectives are exceeded.

Program Parameters for 2015

In March 2015, the Committee approved the parameters of the annual incentive program for 2015. Under the program, our named executive officers were eligible to receive an annual incentive award based on a target percentage of their base salary. As discussed previously, the Committee reduced the payout levels by 37.5% for each named executive officer compared to 2014 levels. Our AIP is designed to focus management’s attention on key financial and operational metrics, which are weighted as follows:

75% of the total payout is based on the achievement of an EBTIDA target and 25% of the total payout is based on the Committee’s assessment of the Company’s achievement of the other key operational metrics. The overall incentive payout ranges from 0% to 125%

(reduced from 0% to 200% range in prior years) of each executive’s target award opportunity based on these factors, and is subject to a reduction of up to 15% based on the Company’s overall safety performance for the year.

Financial Metric: With respect to the primary financial metric, the Committee elected to change from pre-tax income to EBITDA in 2015. The Committee felt it was important to incentivize our executives based on our stated strategy to build free cash and maintain our liquidity. As a financial metric, EBITDA is more closely linked to cash flows and encourages management to focus on improving efficiency from existing operations. The Committee set EBITDA targets toward the end of the first quarter of 2015 after reviewing estimates of the first quarter results. The quantitative portion of the annual incentive award provides for minimum, target and maximum payout levels, as a percentage of salary, based upon the achievement of 87%, 100% and 113% of the EBITDA target, representing an upward revision from the prior year. Based on the business outlook at the time, the Committee set the EBITDA target for the 2015 program at $677 million. The Committee believed that these targets were an aggressive stretch given the business and market outlook at the time. Given the aggressive nature of the target, the Committee felt that this range was appropriate.

Operational Metrics: With respect to operational metrics, the Committee established key 2015 objectives to reduce G&A costs, manage our DSO, reduce costs of casualty claims, grow international revenues in select countries, identify high potential employees and train our employees in Our Shared Core Values program. The payout levels with respect to this portion of the award were determined based on below target, at target and above target achievements.

Safety Component: As in prior years, the Committee may reduce the ultimate payout to each executive by up to 15% based on the Company’s performance relative to various safety metrics and a grading system that make up the executive team safety scorecard. The 2015 safety scorecard contained three results-oriented metrics that measure the number of safety incidents and seven leading indicators that were designed to encourage behaviors by the Company’s employees in order to decrease the number of safety incidents.

The possible total award payout levels for 2015 for each named executive officer, stated as a percentage of the officer’s base salary and taking into account the

37.5% payout level reduction discussed above, are set forth in the table below.

The purpose of our long-term incentive program (the LTI program) is to focus executives on long-term Company goals, growth and the creation of stockholder value. Under the 2015 LTI program, we granted a mix of long-term incentive awards, which consisted of 25% stock options, 25% RSUs and 50% PSUs. Consistent with the Company’s compensation philosophy, the Committee believes stock-based incentive awards are one of the best ways to align the interests of our executives with those of our stockholders. In addition,

the terms of the PSUs reflect the Committee’s belief that executive compensation should be tied to Company performance. The PSUs provide our executives the opportunity to earn additional compensation based on the Company’s performance. The executives’ overall compensation could be below the 25^th percentile of the market for below threshold performance and at or above the 75th percentile of the market if the Company achieves the maximum level of performance relative to its peers as described below.