IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 23, 2017.

This Notice of Meeting, Proxy Statement and the 2016 Annual Report on Form 10-K are available without cost at https://materials.proxyvote.com/868157

All of our directors are elected annually. On March 30, 2017, 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.

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.

Harold J. Bouillion, 73      

Director since 2006

Mr. Bouillion is currently the Managing Director of Bouillion & Associates, LLC, which provides tax and financial planning services, a position he has held since 2002. From 1966 until 2002, Mr. Bouillion was with KPMG LLP (KPMG) where he served as Managing Partner of the New Orleans office from 1991 through 2002. Mr. Bouillion is a certified public accountant.

Mr. Bouillion’s tax and financial planning services experience and his 36-year career in tax with a leading international accounting firm, where he served in various leadership positions, make him a valuable member of our Board and distinctively qualified to chair the Audit Committee and to serve on our Compensation Committee. His prior management experiences, as well as service with other private and non-profit organizations, adds valuable perspectives to the challenges faced at the board level.

David D. Dunlap, 55

Director since 2010

Mr. Dunlap has served as CEO since 2010 and President since 2011. Prior to joining the Company, from 2007 to 2010 Mr. Dunlap served as Executive Vice President — Chief Operating Officer of BJ Services Company (BJ Services), a well services provider. He joined BJ Services in 1984 as a District Engineer. Prior to being promoted to Executive Vice President — Chief Operating Officer, Mr. Dunlap held the position of Vice President — International Division from 1995 to 2007. Prior to 1995, he served as Vice President — Sales for the Coastal Division of North America and U.S. Sales and Marketing Manager for BJ Services. Mr. Dunlap previously served as a director of Linn Energy, LLC from 2012 to 2017, and he currently serves as director and trustee on the boards of numerous non-profit organizations.

Mr. Dunlap has worked and held leadership positions in the oil and gas industry for more than 30 years. Under his direction, BJ Services significantly expanded internationally and successfully transformed into a global leader in multiple well service product

lines, demonstrating his exceptional leadership abilities in developing and executing a global business strategy. His extensive knowledge, experience and expertise and his insight on global expansion in the oil and gas industry make him a valuable member of our Board and uniquely position him to assist our Board in the successful implementation of our business strategy.

James M. Funk, 67

Director since 2005

Dr. Funk is currently the President of J.M. Funk & Associates, an oil and gas business consulting firm, and has more 39 years of experience in the energy industry. Dr. Funk served as Senior Vice President of Equitable Resources (now EQT Corporation) and President of Equitable Production Co. from June 2000 to 2003. Previously, Dr. Funk worked for 23 years with Shell Oil Company and its affiliates. Dr. Funk previously served on the boards of Westport Resources (2000 to 2004), Matador Resources Company (2003 to 2008) and Sonde Resources Corp. (2009 to 2014). Dr. Funk currently serves as a director of Range Resources Corporation. Dr. Funk is a Certified Petroleum Geologist.

Dr. Funk’s extensive experience in the energy industry in similar areas as our operations, along with his strong technical experience, gives him a unique understanding of our business and the challenges and strategic opportunities facing us. His senior executive leadership in the energy industry qualifies him to serve as our Lead Director and provides each of the Compensation and Corporate Governance Committees with substantial personnel management experience. In addition, his current and past service on the board of directors of a number of public companies adds valuable perspective in connection with the role of the Board and positions him well to handle challenges faced at the Board level.

Terence E. Hall, 71

Director since 1995

Mr. Hall has served as the Chairman of the Board since 1995. Mr. Hall is the founder of the Company and served as CEO of the Company and its predecessors from 1980 until 2010. Mr. Hall also currently serves as a director of the Hancock Holding Company (Hancock).

As founder of the Company, Mr. Hall led the Company through tremendous growth through all industry cycles. His detailed knowledge of every aspect of our business and perspective regarding strategic and operational opportunities and challenges facing the Company and the oil and gas industry enable him to guide our business strategy and focus our Board on the most significant business issues.

Peter D. Kinnear, 70

Director since 2011

Mr. Kinnear held numerous management, operations, and marketing roles with FMC Technologies, Inc. (FTI) and FMC Corporation from 1971 until his retirement in 2011. Mr. Kinnear served as Chief Executive Officer from 2007 to 2011 of FTI, chairman of the board from 2008 to 2011, as President from 2006 to 2010 and as Chief Operating Officer from 2006 to 2007.

In addition to serving as trustee or director of various non-public entities, Mr. Kinnear previously served on the board of directors of Tronox Incorporated (from November 2005 to December 2010), FTI (from October 2008 through October 2011) and Stone Energy Corporation (from March 2009 to March 2017).

Mr. Kinnear’s experience in numerous roles of management, operations and marketing in the global energy industry brings extensive knowledge and leadership skills to our Board. His management and board experience gives him a thorough understanding of industry regulations and public policy applicable to the industry, experience and understanding of the different cultural, political and regulatory requirements from international operations and extensive oil service industry experience. This experience makes Mr. Kinnear highly qualified to serve on the Audit Committee and to chair the Corporate Governance Committee.

Janiece M. Longoria, 63

Director since 2015

Ms. Longoria serves as the Chairman of the Port of Houston Authority. She has served on the board of directors of CenterPoint Energy, Inc. since 2005. She also currently serves as a Regent for the University of Texas System, and on the board of directors of the Texas Medical Center. Formerly, Ms. Longoria practiced law as a securities and commercial litigator for over 35 years. She was a named partner at the law firm of Ogden, Gibson, Broocks, Longoria & Hall, L.L.P. and previously at Andrews Kurth LLP.

Ms. Longoria’s legal experience, particularly with securities and regulatory matters, allows her to provide extensive guidance to our Board. She has received numerous honors and recognitions for her community and board service during her career, including the Sandra Day O’Connor Award for Board Excellence, as well as the Female Executive of the Year Award from the Houston Hispanic Chamber of Commerce. She brings a fresh and unique perspective to our Board based on her diverse business and legal experience, which makes Ms. Longoria highly qualified to serve on our Audit Committee and Corporate Governance Committee.

Michael M. McShane, 62

Director since 2012

Mr. McShane serves as an Advisor to Advent International, a global private equity fund. Mr. McShane served as a director and President and Chief Executive Officer of Grant Prideco, Inc. from 2002 until the completion of its merger with National Oilwell Varco, Inc. in 2008, having also served as the chairman of its board from 2003 to 2008. Prior to joining Grant Prideco, Mr. McShane was Senior Vice President — Finance and Chief Financial Officer and a director of BJ Services from 1990 to 2002, and Vice President — Finance from 1987 to 1990 when BJ Services was a division of Baker Hughes Incorporated. Mr. McShane also serves as a director of Enbridge, Inc., Oasis Petroleum Inc. and Forum Energy Technologies, Inc.

Mr. McShane’s knowledge of the global oil and gas industry provides insight to our Board. His experience and knowledge in the energy industry, including serving in a variety of executive management and financial leadership positions, provide our Board excellent perspective and experience. Mr. McShane’s experience and finance and accounting background make him highly qualified to serve on the Audit Committee and the Compensation Committee.

W. Matt Ralls, 67

Director since 2012

Mr. Ralls previously served as Executive Chairman of Rowan Companies, plc (Rowan) from 2014 to 2016, as the Chief Executive Officer from 2009 until 2014, and as President from 2009 to 2013.

Mr. Ralls served 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, prior to which he had served as Senior Vice President and Chief Financial Officer from 2001 to 2005.

Mr. Ralls currently serves as a director of Cabot Oil and Gas Corporation and 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.

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 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

Each of our directors attended 100% of the four Board meetings in 2016 and at least 75% of the meetings of any committees of which he or she was a member. On a combined basis, our directors attended 97.8% of all Board and committee meetings in 2016.

Additionally, our Board has adopted a policy that recommends that all directors personally attend each annual meeting of stockholders. All of our directors attended our 2016 annual meeting of stockholders.

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 plan permits 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) and other than with respect to awards intended to qualify as “performance-based compensation” under 162(m) of the Internal Revenue Code. 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 new candidates for director, the Corporate Governance Committee will identify potential director nominees through business and other contacts. The Corporate Governance Committee will also consider new 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 “2018 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.

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, while senior management routinely engage with stockholders, the Board reviews and considers the degree of engagement and stockholder requests in order to determine whether direct Board member participation would be appropriate and beneficial. To that end, the Chair of our Compensation Committee has participated 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 Succession Planning

Succession planning is a critical board function. Long-term succession planning involves assessing the Company’s business goals, determining the skills and experience necessary for future executives to help the Company achieve those goals, and an open dialogue between the Board and management to assess talent and prepare for transition. Reviewing the company’s leadership development and “bench strength” is a key component of analyzing internal potential for future executives. To that end, our Board is engaged in succession planning and management development activities, seeking input from members of our Board and senior management regarding candidates for potential successors to the CEO and other senior executives.

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 performs an annual enterprise risk management exercise to gather empirical data on risks confronting the Company, monitor changes over time, and determine optimal approaches to address identified key risks. Additionally, management meets regularly to discuss our business strategies, challenges, identified risks and opportunities, and management 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. All of our 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 2016, 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.

In response to the market downturn and in order to align with compensation reductions of our management, our Board voted unanimously to reduce by 15% the annual retainer paid to non-management directors effective April 1, 2016. As a result, during 2016 our non-management directors received:

Mr. Hall has served as Chairman of the Board since 1995, during which time he received no additional annual fee for serving as Chairman. In order to better align with market norms, the Board voted unanimously to fix the additional annualized fee for the non-executive chairman of the Board at $125,000, effective April 1, 2016.

To better 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 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 the applicable director’s continued service through such date and further 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.

In accordance with Section 14A of the Exchange Act and the related rules of the SEC, our stockholders have the opportunity to cast an advisory, non-binding vote to approve the compensation of our named executive officers as disclosed in this proxy statement (our “say-on-pay” proposal). This vote is not intended to address any specific item of compensation but rather the overall compensation of our named executive officers for 2016 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% for our CEO and an average of nearly 78% 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 2015 compensation of our named executive officers as disclosed in our proxy statement for the 2016 annual meeting of stockholders. Showing strong support for our efforts to align compensation with results and total shareholder return during the recent market downturn, our stockholders approved the 2016 say-on-pay proposal

by an affirmative vote of 97% of the holders of shares of our common stock present and entitled to vote on the proposal.

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 2016 as disclosed in the Company’s proxy statement for the 2017 annual meeting of stockholders pursuant to the rules of the Securities and Exchange Commission.

While this say-on-pay vote is not binding, the Company, our Board and the Compensation Committee value the opinions 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. It is expected that, unless the Board modifies its policy on the frequency of future say-on-pay advisory votes, we will hold our next “say-on-pay” vote at our 2018 annual meeting of stockholders.

Our stockholders have the opportunity to cast an advisory, non-binding vote on how often we should include a say-on-pay proposal in our proxy materials for future annual shareholder meetings or any special shareholder meeting for which we must include executive compensation information in the proxy statement for that meeting (our “say-on-frequency” proposal). Under this say-on-frequency proposal, our stockholders may vote to have the say-on-pay vote every year, every two years, or every three years. Our stockholders voted on a similar proposal in 2011 with the majority voting to hold a say-on-pay vote every year.

We share the concerns of some investors that annual say-on-pay votes may (i) pressure compensation committees to try to adjust long-term compensation plans to mirror near-term, cyclical stock price movements, and (ii) be unnecessary, as investors can already express pay concerns through their annual votes on compensation committee members. However, at this time we continue to believe that annual say-on-pay votes remain the market norm and allow our stockholders to express their views timely on our executive compensation program.

While this say-on-frequency vote is not binding, the Company, our Board and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future decisions regarding the frequency of conducting a say-on-pay vote. Stockholders may cast their advisory vote to conduct advisory votes on executive compensation every “1 Year,” “2 Years,” “3 Years,” or “Abstain.” The Board recommends a vote on Proposal 3 to hold say-on-pay votes every 1 Year.

Vote Required

The approval, by an advisory vote, of the frequency of votes on 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-frequency” vote currently occurs once every six years. Accordingly, we expect to hold the next “say-on-frequency” vote at our 2023 annual meeting of stockholders.

The Audit Committee has selected KPMG as our independent registered public accounting firm (independent auditor) for the fiscal year ending December 31, 2017, which, as a matter of good corporate practice, we submit to our stockholders for ratification. 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 2017 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 2016 and 2015.

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.

A Note from Our Compensation Committee Chair

“The severe industry downturn over the past two years has highlighted the challenge of balancing shareholder returns and executive compensation. Achieving that balance, which is a fundamental principle of our compensation philosophy, requires that we continually evaluate pay levels and performance targets in our compensation plans to reflect current market conditions and outlook. We strive to achieve a compensation program that ensures the ability to attract and retain a talented management team that can steer the company through these market cycles, and aligns management’s compensation with shareholder returns over the long-term.

In crafting our short-term incentives, we give careful consideration to setting performance objectives that focus

management’s attention on the highest priorities for maximizing the company’s performance for the current year. Our long-term incentive compensation plan, which represents the majority of our management team’s compensation, is intended to align management’s long-term interests with those of our shareholders, consistent with the company’s long-term strategy. Accordingly, the performance objectives of our long-term plans are (i) focused on total shareholder return and return on assets, and (ii) evaluated periodically to ensure appropriate targets are set.

On behalf of the Committee, I want to assure our shareholders that we take very seriously our responsibility for striking the balance discussed above. We appreciate your support and are confident that your management team is responding appropriately and effectively to changes in market conditions.”

-Matt Ralls

SPN Compensation Committee, Chair

Our 2016 Performance and 2017 Outlook

2016 presented a challenging year for our industry, with stubbornly low oil and gas prices pressuring our customers to continue to curtail their operations and reduce their capital expenditures. Against this backdrop, we took significant and pro-active steps to continue to reduce our cost structure, preserve liquidity, and position ourselves for the upcycle. To that end, we reduced our capital expenditures by 78% and our general and administrative (G&A) expenses by 32%. We maintained our worldwide days sales outstanding (DSO) at 74 days—only a three-day increase over 2014 and 2015 levels—and preserved $188 million in cash on hand as of year-end 2016. Importantly, we were able to preserve this level of cash after paying-off $325.0 million on our credit facility to extinguish the outstanding debt balance. Additionally, we extended the term of this credit facility by an additional two years, so that we have no current debt maturities until 2019.

However, the second half of 2016 witnessed incremental improvement of commodity prices, reversing the downward trend that began two years earlier. As many of our customers gradually increased activity levels and spend, we activated idle equipment, emerged as an early responder to the market recovery, seized market share and increased revenue by the fourth quarter of 2016. Buoyed by this performance, our stock price improved by better than 25% during 2016.

Looking ahead, we remain optimistic about a sustainable industry recovery throughout 2017, though we appreciate it will be non-linear. We feel confident the steps we have taken during this downturn have positioned us for growth as we pursue long-term stockholder value creation.

APPROACH TO 2016 COMPENSATION

In designing the 2016 executive compensation program, the Committee remained committed to balancing incentivization and strategy alignment with stockholder interests. To that end, the Committee decided to take the following action with respect to 2016 compensation:

Base Salary Reductions for Named Executive Officers – After determining not to increase base salaries in 2015, the Committee elected, upon management’s recommendation, to reduce by 15% the base salaries of the NEOs effective as of April 1, 2016.

Revised Annual Incentive Program (AIP) – The Committee determined to maintain the 37.5% reduced potential payout opportunities (as a percentage of salary) for all executives. The financial component of the annual incentive program, which represents 75% of the target payout, remained based on earnings before interest, taxes, depreciation and amortization (EBITDA).¹

✓    reducing general and administrative costs;

✓    preserving cash and generating free cash flow;

✓    managing days sales outstanding (DSO); and

✓    managing days payables outstanding (DPO).

The Committee implemented these changes to keep our NEOs focused on managing the downturn within our industry and preparing for the upcycle. Specifically, the changes reflect the Committee’s aim to conform our cost structure to a reduced revenue base and to conserve cash in order to maximize financial flexibility going forward.

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.

Revised LTI Program – The Committee granted 50% of our executives’ annual long-term equity awards in the form of options (instead of 25% restricted stock units and 25% options) in order to better align the interests of our executives with those of our stockholders by focusing them on share price appreciation. The other 50% of the annual long-term equity awards remained PSUs.

The Committee feels the actions described above were appropriate in the market environment faced in early 2016, and that the structure of the 2016 program continued to achieve the balance of incentivization and alignment with stockholder interests.

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

Ø   50% of Long-Term Incentives are Performance-Based – during 2016, we granted a combination of stock options and PSUs under our long-term incentive program, with half of the grant date value awarded in PSUs that pay out based on our relative achievement against our peers under TSR and return on assets (ROA) metrics.

Ø    Annual Incentives Based on Performance – our annual incentive awards are based on Company financial, operational and performance measures as determined by the Committee.

Ø    Balanced Mix of Performance-Based Compensation – we provide a balanced mix of performance-based compensation designed to motivate our executives to improve both our

financial and stock-price performance and maintain alignment with both short and long-term objectives.

Ø    Anti-Hedging and Anti-Pledging Policies – we prohibit our executives and directors from hedging and pledging Company securities.

Ø    Broad-based Long-Term Incentive Program – we grant long-term incentive awards broadly within the Company. In 2016, we granted awards to 488 non-executive management employees in an effort to promote stock ownership and alignment of stockholder interests within our organization.

Ø   “Double Trigger” Payments – our change of control program provides for change of control cash severance payments only if a qualifying termination of employment occurs in connection with the change in control.

Ø   Clawback Policy – our annual incentive awards and long-term incentive awards are subject to a clawback policy, which applies to all of our executive officers and provides for the forfeiture of these awards or the return of any related gain in the event of a restatement of our financial statements.

Ø    No Excise Tax Gross-Ups – we do not provide excise tax gross-ups in any executive employment agreement or severance or change of control program.

Ø    Robust Stock Ownership Guidelines for CEO – we require our executive officers and directors to maintain certain levels of ownership in the Company, thus aligning their interests with our stockholders’ interests, and all of our executives currently exceed their ownership requirements by a significant amount. The

ownership level for our chief executive officer is six times his base salary.

Ø    Holding Requirement on Equity Shares – our stock ownership guidelines require that our executives maintain ownership of at least 50% of the net after-tax shares of common stock acquired from the Company pursuant to any equity-based awards, unless the executive has met his individual ownership requirement.

Ø   Engagement of Independent Compensation Consultant – our Committee retains an independent compensation consultant who reports directly to the Committee and does not provide any other services to management or the Company.

Ø   Review of Tally Sheets – our Committee annually reviews tally sheets summarizing the compensation of our executive officers.

Target Total Direct Compensation:

Realizable Compensation:

HOW WE MAKE COMPENSATION DECISIONS

Role of Management in Setting Compensation

Our CEO recommends 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 with respect to other executive officers, the Committee makes all final determinations regarding executive compensation (including determinations regarding the compensation of our CEO).

Role of Compensation Consultant

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 during 2016. In making this determination, the Committee noted that during fiscal year 2016:

Peer Groups, Annual Benchmarking Process and Survey Data

The Committee evaluates the Company’s executive compensation 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 the Company 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 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 set forth above had a trailing twelve month median revenue of $2.776 billion as of December 31, 2016, compared to our trailing twelve month revenue of $1.450 billion. When this Compensation Peer Group was initially established in mid-2015, the revenue differential against the group was only about 5.3%, and this has widened in the subsequent two years due to the disparate effects on members of the group during the recent industry downturn. The Compensation Peer Group set forth above was used with respect to compensation determinations made at the end of 2015 (for purposes of setting 2016 compensation). Since that time, we removed Cameron International Corp. from this peer group in mid-2016 (following its acquisition by Schlumberger Ltd.) and added Patterson-UTI Energy, Inc.

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 2016 executive compensation, the Committee set base salary amounts, annual incentive plan percentages and long-term incentive award values in December 2015 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 2016 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 reduced base salaries by 15% for the CEO and all of the named executive officers for 2016 (compared to their respective 2015 base salaries).

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 with the opportunity to earn higher payments depending on the extent to which these performance objectives are exceeded.

Program Parameters for 2016

In March 2016, the Committee approved the parameters of the annual incentive program for 2016. 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 maintained the 37.5% reduced payout levels for each named executive officer (which it first implemented with respect to 2015 payout levels 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 EBITDA 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:  The Committee again determined to use EBITDA as the primary financial metric for our AIP program. As a financial metric, EBITDA is more closely linked to cash flows and encourages management to focus on improving efficiency from existing operations. The quantitative portion of the annual incentive award provides for threshold, target and maximum payout levels, as a percentage of salary, based upon the achievement of 87%, 100% and 113% of the EBITDA target. Based on the business outlook at the time, the Committee set the EBITDA target for the 2016 program at $258.6 million, which the Committee felt was both aggressive and appropriate.

Operational Metrics:  With respect to operational metrics, the Committee established key 2016 objectives to reduce G&A costs, manage our DSO and DPO, and preserve cash. 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 could 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 2016 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 2016 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.