Civeo Corp DEF 14A, filed Apr 11, 2025

Civeo Corp (CVEO)

DEF 14A 2025-04-11 For: 2025-05-14

View Original

Added on June 12, 2026

About this DEF 14A

Civeo Corp filed this DEF 14A on April 11, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →



☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material Pursuant to §240.14a-12


Proposals		Board Vote Recommendation	For Further Details
1.	To elect the three persons named in this proxy statement as Class II members of Civeo’s board of directors, each for a one year term ending at the 2026 annual general meeting of shareholders	“FOR” each director nominee	Page 8
2	To approve, on an advisory basis, the compensation of Civeo’s named executive officers	“FOR”	Page 30
3.	To ratify the appointment of Ernst & Young LLP as Civeo’s independent registered public accounting firm for the year ending December 31, 2025 and until the next annual general meeting of shareholders and to authorize the directors of Civeo, acting through the Audit Committee, to determine the remuneration to be paid to Ernst & Young LLP for 2025	“FOR”	Page 60


			INTERNET You may vote your shares through the Internet at www.proxyvote.com.
			TELEPHONE If you are located within the U.S., you may vote your shares by calling 1-800-690-6903 and following the recorded instructions.
			MAIL If you received printed copies of the proxy materials by mail, you may vote by mail. You would need to mark, sign, date and mail the enclosed proxy card in the postage-paid envelope to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON May 14, 2025: A COPY OF THIS PROXY STATEMENT, PROXY VOTING CARD AND THE CIVEO 2024 ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.


Proxy Statement Summary		1
Company Overview		2
2024 Performance Highlights		3
Voting Matters and Recommendations		4
Corporate Governance Highlights		5
Independent Registered Public Accounting Firm’s Fees		7
Corporate Governance		8
PROPOSAL 1	Election of Directors	8
Board of Directors—Skills and Experience		9
Board of Directors—Role and Responsibilities		16
Board of Directors—Structure		20
Board of Directors—Practices, Policies and Processes		23
Director Compensation		26
Executive Officers		28
Executive Compensation		30
PROPOSAL 2	Advisory Vote to Approve Executive Compensation	30
Compensation Discussion and Analysis		31
Compensation Committee Report		46
Executive Compensation Tables		47
Pay Ratio Disclosure		55
Pay Versus Performance Disclosure		56
Audit Matters		60
PROPOSAL 3	Ratification of Auditors	60
Audit Fee Disclosure		60
Pre-Approval Policy		61
Audit Committee Report		61
Delinquent Section 16(a) Reports		63
Security Ownership of Management and Certain Beneficial Owners		64
Additional Information		66
General Information about the Annual General Meeting		66
Future Shareholder Proposals		69
Householding		70
Appendix A - Non-GAAP Reconciliation



Generated 59% of Civeo’s revenue and 70% of Civeo’s gross profit was derived from customers exposed to steel-making commodities, highlighting our continued diversification away from legacy oil sands markets						Secured a 6-year integrated services contract award in Australia with a total contract value of approximately A$1.4 billion


Delivered strong safety performance across all regions, resulting in a 2024 Global TRIR of 0.28, considerably better than Civeo's 2023 Global TRIR of 0.45, almost four times better than the industry average						Increased Australian revenues by 23% in 2024



DATE AND TIME May 14, 2025 (Wednesday) 9:00 a.m., Houston, Texas time	LOCATION Virtually www.virtualshareholdermeeting.com/CVEO2025, where you will be able to listen to the meeting live, submit questions, and vote.	RECORD DATE Only shareholders of record at the close of business on March 17, 2025 are entitled to notice of and to vote during the annual general meeting or at any adjournment or postponement thereof that may take place.



PROPOSAL 1 Election of Directors

The board of directors recommends a vote FOR each of the three Class II director nominees.			See page 8


Name and Primary Occupation		Age	Director Since	Committee Membership
				AC	CC	ESGNC	FIC
Class II Directors Whose Terms Expire at the 2025 Annual General Meeting of Shareholders
	Richard A. Navarre Independent	64	2014
	Former President and Chief Executive Officer, Covia Corporation
	Martin A. Lambert Independent Former Chief Executive Officer, Swan Hills Synfuels LP	69	2014
	Constance B. Moore Independent Interim President and Chief Executive Officer, Healthcare Realty Trust	69	2014
Class III Directors Whose Terms Expire at the 2026 Annual General Meeting of Shareholders
	Bradley J. Dodson President and Chief Executive Officer, Civeo Corporation	51	2014
	Jay K. Grewal Independent Former President and Chief Executive Officer, Manitoba Hydro	65	2021
	Timothy O. Wall Independent Former President, Kitimat LNG Upstream Operations	63	2017
Class I Directors Whose Terms Expire at the 2027 Annual General Meeting of Shareholders
	C. Ronald Blankenship Independent Former President and Chief Executive Officer, Verde Realty	75	2014
	Michael Montelongo Independent President and Chief Executive Officer, GRC Advisory Services LLC	69	2021
	Charles Szalkowski Independent Former Partner and General Counsel, Baker Botts L.L.P.	76	2014


AC	Audit Committee		Chair

CC	Compensation Committee		Member

ESGNC	Environmental, Social, Governance and Nominating Committee	F	Financial Expert

FIC	Finance and Investment Committee		Chair of the Board


INDEPENDENCE	TENURE	AGE	DIVERSITY

8 Independent	0-5 years: 2 5-10 years: 7	<60 years: 1 61-70 years: 6 >70 years: 2
	Average Director Tenure: 8.2 years	Average Age: 66.8


BOARD OF DIRECTORS PRACTICES AND STRUCTURE			OTHER BEST PRACTICES
All directors are independent except the CEO Commenced declassification of board of directions in 2024, with classified board to be phased out by 2027 Separate Chair and CEO roles Highly skilled board of directors with diversity in skills, background and experience All board committees are composed of independent directors Independent directors regularly meet in executive session with no members of management present, generally at each board of directors meeting Consistent and frequent director access to management and independent advisors Active board of directors oversight of enterprise risk Annual performance self-evaluation of the board of directors, each individual director and each committee Oversight of environmental, social and governance ("ESG") matters directly assigned to the Environmental, Social, Governance and Nominating Committee			Prohibition on hedging, pledging and short-sale trading transactions by executive officers or directors Robust stock ownership guidelines applicable to executive officers and directors Independent executive compensation consultant hired by and reporting to the Compensation Committee Change in control and severance benefits that are subject to a “double trigger” Robust Code of Conduct and third-party hotline reporting Active board of directors oversight of executive succession planning Enterprise risk management program, including relevant ESG and cyber related risks



OUR PEOPLE			•In 2024, we maintained 5% Indigenous employment in Canada despite challenging market conditions that resulted in reduced hiring in the region. Approximately 6% of our total new hires in Canada identified as an Indigenous background during 2024. •Launched global leadership academy to develop field level leadership. •We have a program to facilitate mentoring relationships between experienced leaders in Civeo and employees who are at the early stages of their careers.


SAFETY			•Our safety culture is driven by our leaders, in conjunction with active employee engagement - we follow our long term strategy of "Making Zero Count" while focusing on effective leadership, worker competency and promoting a safety culture throughout the entire organization. •Our global Total Recordable Incident Rate of 0.28 is significantly lower than the U.S. Worker's Camp industry average of 1.1, almost four times better than industry average. •Three consecutive years without a lost time incident in North America. •We have introduced additional driver safety controls, including in-vehicle monitoring systems in our vehicle fleet. •Introduced a Journey Management Tool with online hazard assessment and automated check-ins.


COMMUNITY PARTNERSHIPS			•Since 2013, we have supported more than 27 schools across New South Wales, Queensland and Western Australia with our School Mates grants. •Donated land for the construction of the Kitimat Dementia House Project. •Worked to house firefighters in Australia and Canada. •Established a Community Investment Committee to discuss and implement impactful activities. Volunteered over 125 hours in 2024 compared to 54 in 2023. •Australia Business Association 100 Business Innovation and Community Contribution winner.


INDIGENOUS ENGAGEMENT			•In 2024, we purchased more than C$31.3 million in goods and services from the Indigenous business community, representing 16% of our total Canadian local spending. •We spent approximately A$15.3 million with Indigenous-owned and operated companies in Australia in 2024, a 24% increase from 2023. •Received the Eagle award for our commitment to contributing positive impacts and long-term benefits for the members of the Fort McMurray First Nation.


ENVIRONMENTAL STEWARDSHIP			•We have expanded Containers for Change, now in both Australia and Canada, where empty eligible drink containers can be returned for a refund helping reduce the amount of plastic waste. The refunded money goes directly to local organizations and charities. •Dewatering infrastructure at wastewater plants in both Canada and Australia. •Working to eliminate single-use paper bags for guest lunches in Canada. •Single-use plastics have been completely eliminated from use in 16 of our owned and/or operated villages in Australia.


SHAREHOLDER ENGAGEMENT			•During 2024, we met with shareholders representing over 53% of our outstanding shares regarding the Company's operations, financial results, strategy and executive compensation matters.



PROPOSAL 2 Advisory Vote to Approve Executive Compensation

The board of directors recommends a vote FOR this proposal.			See page 30



PROPOSAL 3 Ratification of Ernst & Young LLP as Civeo’s Independent Registered Public Accounting Firm

The board of directors recommends a vote FOR this proposal.			See page 60


	2024 ($)		2023 ($)
Audit Fees	$	1,928	$	1,874
Audit-Related Fees	$	—	$	—
Tax Fees	$	—	$	—
All Other Fees	$	5	$	5
TOTAL	$	1,933	$	1,879



Age: 64 Director since: 2014 Committees: Environmental, Social, Governance and Nominating Committee						Richard A. Navarre Former President and Chief Executive Officer of Covia Corporation Independent Chairman of the Board Background: Mr. Navarre served as President and Chief Executive Officer of Covia Corporation, a leading provider of high-quality minerals and material solutions for the industrial and energy markets from May 2019 until May 2021. From 2012 to 2019, Mr. Navarre served as an independent strategic business advisor to leading investment firms and the energy industry. From 1993 until 2012, Mr. Navarre held executive positions at Peabody Energy Corporation, including President of the Americas, President and Chief Commercial Officer, Executive Vice President of Corporate Development and Chief Financial Officer, with executive responsibilities for activities across five continents. Mr. Navarre is Board Chair and independent lead director, chair of the nominating, governance and personnel committee and compensation personnel committee member for Core Natural Resources (NYSE:CNR); and currently an independent director, chairman of the conflicts committee, member of the audit, compensation and nominating and governance committees for Natural Resource Partners LP (NYSE:NRP). He is a member of the Board of Advisors and the Hall of Fame of the College of Business and Analytics at Southern Illinois University-Carbondale. Other Qualifications: Mr. Navarre is a Certified Public Accountant and received his B.S. in Accounting from Southern Illinois University-Carbondale. We believe that Mr. Navarre's over 40 years of diverse international business including Australia, operations, leadership and finance experience, which include extensive governance, financial, operating, strategic planning, public company and coal and energy industry experience, make him well qualified to serve as a director on our board of directors.




Age: 69 Director since: 2014 Committees: Compensation Committee (Chair), Finance and Investment Committee						Martin A. Lambert Former Chief Executive Officer, Swan Hills Synfuels LP Independent Director Background: Mr. Lambert is retired. He served as Chief Executive Officer of Swan Hills Synfuels LP, an energy conversion company, from November 2008 until July 2014. Prior thereto, Mr. Lambert served as a founder and managing director of Matco Capital Ltd., a private equity firm focused in the energy sector, since mid-2002. Mr. Lambert was a partner of Bennett Jones LLP, a Canadian law firm, from March 1987 to March 2007 and served as the Chief Executive Officer of that firm from 1996 to 2000. He served as a director of Oil States International, Inc. ("Oil States") from February 2001 to May 2014 and Calfrac Well Services Ltd., from March 2004 to May 2010. Other Qualifications: Mr. Lambert received his LLB degree from the University of Alberta. We believe that Mr. Lambert's Canadian industry experience and deep knowledge of Canadian law, as well as being one of the original board members of Civeo from the Oil States board of directors, make him well qualified to serve as a director on our board of directors.



Age: 69 Director since: 2014 Committees: Audit Committee (Chair), Compensation Committee						Constance B. Moore Interim President and Chief Executive Officer, Healthcare Realty Trust Independent Director Background: Ms. Moore has served as a director of TriPointe Homes (NYSE: TPH) since July 2014 and is currently the Chairman of the compensation committee as well as a member of its audit committee. She has served as a director of Healthcare Realty Trust (NYSE:HR) since March 2022 and has been Interim President and CEO since November 2024 and currently does not serve on any standing committees. She served as a director of Columbia Property Trust (NYSE: CXP), including as chair of its board of directors in 2021, from November 2017 until it was acquired in December 2021. Ms. Moore was a director of BRE Properties, Inc. (BRE) from September 2002 until BRE was acquired in April 2014. Ms. Moore served as President and Chief Executive Officer of BRE from January 2005 until April 2014 and served as President and Chief Operating Officer of BRE from January 2004 until December 2004. Ms. Moore has more than 40 years of experience in the real estate industry. Prior to joining BRE in 2002, she was the managing director of Security Capital Group & Affiliates. From 1993 to 2002, Ms. Moore held several executive positions with Security Capital Group, including co-chairman and chief operating officer of Archstone Communities Trust. In 2009, she served as chair of the National Association of Real Estate Investment Trusts. She served as a director of Bridge Housing Corp from 2014 to 2024. She served as a director of the Tower Board of San Jose University from 2007 to 2024. Currently, she is chair of the Fisher Center for Real Estate and Urban Economics Policy Advisory Board at UC Berkeley, an Emeritus Member of the board of the Haas School of Business Advisory Board at UC Berkeley and is a Governor and Lifetime Trustee of the Urban Land Institute (ULI). Other Qualifications: Ms. Moore holds an M.B.A. from the University of California, Berkeley, Haas School of Business, and a bachelor’s degree from San Jose State University. We believe that Ms. Moore's over 40 years of real estate experience, 20 of which were as a public company director, as well as her extensive experience and valuable insight in public company accounting and reporting issues, make her well qualified to serve as a director on our board of directors.



Age: 51 Director since: 2014 Committees: None						Bradley J. Dodson President and Chief Executive Officer, Civeo Corporation Background: Mr. Dodson has been President and Chief Executive Officer of Civeo since May 2014. Mr. Dodson held several executive positions with Oil States, a global provider of integrated energy systems and solutions, from March 2001 to May 2014, including serving as Executive Vice President, Accommodations from December 2013 to May 2014, Senior Vice President, Chief Financial Officer and Treasurer from April 2010 to December 2013, Vice President, Chief Financial Officer and Treasurer from May 2006 to April 2010, Vice President, Corporate Development from March 2003 to May 2006 and Director of Business Development from March 2001 to February 2003. From June 1998 to March 2001, Mr. Dodson served in several positions for L.E. Simmons & Associates, Incorporated, a private equity firm specializing in oilfield service investments. From July 1996 to June 1998, Mr. Dodson worked in the mergers and acquisitions group of Merrill Lynch & Co. Other Qualifications: Mr. Dodson holds a M.B.A. degree from The University of Texas at Austin and a B.A. degree in Economics from Duke University. We believe that Mr. Dodson's leadership, and industry experience, his expertise in mergers and acquisitions as well and financing, along with his deep knowledge of our business and customer base, make him well qualified to serve as our President and Chief Executive Officer and a director on our board of directors.



Civeo’s board of directors recommends that you vote “FOR” each of the director nominees named above. The persons named in the accompanying proxy intend to vote all proxies received in favor of the election of the nominees named below, except in any case where authority to vote for the directors is withheld.



Age: 65 Director since: 2021 Committees: Audit Committee, Finance and Investment Committee						Jay K. Grewal Former President and Chief Executive Officer of Manitoba Hydro Independent Director Background: Ms. Grewal served as President and Chief Executive Officer of Manitoba Hydro, one of the largest integrated electric and natural gas utilities in Canada and a major USA exporter, from February 2019 to February 2024. Ms. Grewal joined Manitoba Hydro from the Northwest Territories Power Corporation where she held the position of President and CEO (2017 to 2019.) Before then, Ms. Grewal held a number of executive roles. She was Senior Vice President Strategy and Corporate Development Capstone Mining Corporation, a global copper mining company, (2011 to 2014), Senior Executive Resources and Managing Director British Columbia Accenture Inc. (2006 to 2010), CFO, Chief Compliance Officer and Director Business Development BC Hydro (2006 to 2010) and corporate finance and capital market roles with CIBC World Markets (1996 to 2000). Ms. Grewal has been an active participant at Federal levels in USA/Canada Energy Cybersecurity, including North American tabletop exercises and confidential cyber briefings. Ms. Grewal sat on a number of energy association boards including the Canadian Electricity Association where she was Chair, Edison Electric Institute, and the Canadian Gas Association. Ms. Grewal received the Outstanding Leader Award from Women in Infrastructure (2023) and recognized as a Woman of the Year, Chatelaine Magazine (2019). Other Qualifications: Ms. Grewal earned both a B.A. (honors) from the University of British Columbia as well as a M.B.A, finance from the Richard Ivey School of Business, University of Western Ontario. We believe that Ms. Grewal's over 25 years of leadership and corporate management experience, including at executive levels in the utility, resource, finance and consulting sectors, make her well qualified to serve as a director on our board of directors.



Age: 63 Director since: 2017 Committees: Environmental, Social, Governance and Nominating Committee, Finance and Investment Committee						Timothy O. Wall Former President, Kitimat LNG Upstream Operations Independent Director Background: Mr. Wall has served as President and Chief Executive Officer of Cycle Petroleum, LLC, an energy advisory firm, since 2016 and was previously President of Apache Kitimat Limited, an LNG development division of Apache Canada Limited (a subsidiary of APA Corporation, an oil and gas exploration and production company), from 2013 to 2015. He served as President of Apache Canada Limited (a subsidiary of APA Corporation) from 2009 to 2013 and as Managing Director, Apache Energy Limited (a subsidiary of APA Corporation) in Western Australia from 2005 to 2009. From 2005 until 2015, Mr. Wall also served as a Corporate Officer and Regional Vice-President of APA Corporation. Prior thereto, Mr. Wall served in various positions within APA Corporation in the United States, P.R. China, and Scotland, U.K. from 1990 to 2005. Mr. Wall previously served as a director for several industry organizations, including the Canadian Association of Petroleum Producers (CAPP), the Australian Petroleum Production and Exploration Association (APPEA), and the Australian Mines and Metals Association (AMMA). Other Qualifications: Mr. Wall received his B.S. in Petroleum Engineering from Texas A&M University. We believe that Mr. Wall's vast energy knowledge in Australia and Canada, his experience working with First Nations partners and his understanding of Australia and Canadian rules and regulations, as well as his extensive continuing board education including cybersecurity oversight training, make him well qualified to serve as a director on our board of directors.



Age: 75 Director since: 2014 Committees: Audit Committee, Finance and Investment Committee (Chair)						C. Ronald Blankenship Former President and Chief Executive Officer, Verde Realty Independent Director Background: Mr. Blankenship served as President and Chief Executive Officer of Verde Realty, a real estate investment trust specializing in the ownership, acquisition and management of institutional-quality multifamily rental properties and industrial facilities, from January 2009 and Chairman of the Board from January 2012 until his retirement in December 2012. Prior to 2009, he served as Co-Chairman of Verde Group beginning in 2003. From 1998 until 2003, he was Vice Chairman of Security Capital Group Incorporated. Prior to his role as Vice Chairman, he served as Chief Operating Officer of Security Capital from 1998 to 2002 and Managing Director of Security Capital from 1991 until 1998. Prior to 1997, he was the Chief Executive Officer of Archstone Communities Trust. Prior to 1991, Mr. Blankenship was a regional partner at Trammell Crow Residential and was on the management board for Trammell Crow Residential Services. Prior to that, Mr. Blankenship was the chief financial officer and president of office development for Mischer Corporation, a Houston-based real estate development company. Mr. Blankenship began his career at Peat Marwick Mitchell & Company. Mr. Blankenship currently serves on the boards of Regency Centers Corp. (NYSE:REG), Pacolet Milliken Enterprises, Inc., a private investment company (Chairman), Berkshire Residential Investments, a private investment management company (Chairman), and Merit Hill, a privately owned and operated real estate company. Other Qualifications: Mr. Blankenship is a Certified Public Accountant and a graduate of the University of Texas at Austin. We believe that Mr. Blankenship's extensive experience in real estate development, acquisitions, financing and operations, as well as his expertise in public company financing, strategic planning, capital allocation, people management and executive compensation, make him well qualified to serve as a director on our board of directors.



Age: 69 Director since: 2021 Committees: Environmental, Social, Governance and Nominating Committee and Compensation Committee						Michael Montelongo President and Chief Executive Officer of GRC Advisory Services, LLC Independent Director Background: Mr. Montelongo has served as President and Chief Executive Officer of GRC Advisory Services, LLC, a board governance firm, since July 2016, and was previously Chief Administrative Officer and Senior Vice President, Public Policy and Corporate Affairs for Sodexo, Inc. (Euronext:SW), a facilities and hospitality outsourcing solutions enterprise, from January 2008 to July 2016, and before that was Chief Strategy Officer from March 2005 to January 2008. He is a former George W. Bush White House appointee serving as the 19th Assistant Secretary for Financial Management and Chief Financial Officer of the U.S. Air Force from August 2001 to March 2005. Mr. Montelongo is a lifetime member of the Council on Foreign Relations and was an executive with a global management consulting firm and a regional telecommunications company. He completed a career in the U.S. Army that included line and staff assignments, a Congressional Fellowship in the U.S. Senate and service as an assistant professor teaching economics and political science at West Point. Mr. Montelongo also serves as a Senior Lecturer of Business Administration on the Harvard Business School faculty and on the boards of Conduent Incorporated (NASDAQ: CNDT), a global IT business process outsourcing company where he chairs the audit committee, the privately-held Monarca, a multinational snack company, and the National Association of Corporate Directors (NACD). Other Qualifications: Mr. Montelongo earned his B.S. from West Point and an M.B.A. from Harvard Business School. We believe that Mr. Montelongo's extensive background in corporate governance, as well as his experience in the hospitality industry and as a service operations professor, make him well qualified to serve as a director on our board of directors.



Age: 76 Director since: 2014 Committees: Audit Committee, Environmental, Social, Governance and Nominating Committee (Chair)						Charles Szalkowski Former Partner and General Counsel, Baker Botts L.L.P. Independent Director Background: Mr. Szalkowski worked with the law firm of Baker Botts L.L.P. from 1975 until he retired as a partner and general counsel of the firm in December 2012. Since his retirement, Mr. Szalkowski has pursued his personal interests. Mr. Szalkowski is an emeritus member of the Rice University Board of Trustees, where he had previously chaired the Board’s audit committee and served on the compensation committee. Over the years, he has served on the boards of several non-profit organizations and continues as a board member of an aviation museum. Other Qualifications: Mr. Szalkowski became a Certified Public Accountant in 1971. He received his J.D. and M.B.A. degrees from Harvard University and his B.S. in Accounting and B.A. in economics and political science from Rice University. We believe that Mr. Szalkowski's experience obtained over decades of representing private and public companies and their boards of directors, including public companies in the energy, energy services, accommodations, and technology sectors, as well as his extensive corporate governance expertise, make him well qualified to serve as a director on our board of directors.


SHAREHOLDER OUTREACH
53%			During 2024, we conducted shareholder engagement with shareholders representing over 53% of our outstanding shares regarding the Company’s operations, financial results, strategy and executive compensation matters.



Constance B. Moore (Chair) Members: C. Ronald Blankenship Jay K. Grewal Charles Szalkowski Number of Meetings: 7						Audit Committee Responsibilities: •Oversees the integrity of Civeo's financial statements and effectiveness of our internal control over financial reporting. •Appoints our independent auditors and reviews the general scope of audit coverage, the fees charged by the independent auditors, matters relating to internal control systems and other matters related to accounting and reporting functions. •Meets separately with representatives of our independent auditors, our internal audit personnel and representatives of senior management in performing its functions. •Assess risks, including technology and cybersecurity risks. The board of directors has determined that each of Messrs. Blankenship and Szalkowski and Mses. Grewal and Moore is independent under applicable NYSE and SEC rules for board of director and audit committee independence. The board of directors has determined that each of Messrs. Blankenship and Szalkowski and Mses. Grewal and Moore is financially literate and has accounting or related financial management expertise, each as required by the applicable NYSE listing standards. The board of directors also has determined that Mr. Blankenship and Mses. Grewal and Moore qualify as audit committee financial experts under the applicable rules of the SEC. A more detailed discussion of the Audit Committee’s mission, composition and responsibilities is contained in the Audit Committee charter, which is available on our website, civeo.com, by first clicking “ESG”, then selecting “Governance Documents” from the "Governance" drop-down menu, and then “Audit Committee Charter” on the left side of the page.



Martin A. Lambert (Chair) Members: Michael Montelongo Constance B. Moore Number of Meetings: 7						Compensation Committee Responsibilities: •Determines the compensation of our chief executive officer and other executive officers. •Oversees and approves compensation and employee benefit policies as well as oversees policies related to human capital management with regards to diversity and inclusion, workplace environment and culture, and talent development and retention. •Meets on succession planning with respect to Company's key executive positions. •Administers the EPP, and in this capacity makes a recommendation to the full board of directors concerning the aggregate amount of all equity awards to employees as well as specific awards to executive officers under the EPP. •Reviews and discusses with our management the Compensation Discussion and Analysis and related disclosure included in our annual proxy statement. The board of directors has determined that each of Messrs. Lambert and Montelongo and Ms. Moore is independent under applicable NYSE and SEC rules for board of director and compensation committee independence. A more detailed discussion of the Compensation Committee’s mission, composition and responsibilities is contained in the Compensation Committee charter, which is available on our website, civeo.com, by first clicking “ESG”, then selecting “Governance Documents” from the "Governance" drop-down menu, and then “Compensation Committee Charter” on the left side of the page.



Charles Szalkowski (Chair) Members: Michael Montelongo Richard A. Navarre Timothy O. Wall Number of Meetings: 5						Environmental, Social, Governance and Nominating Committee Responsibilities: •Oversees the Company's strategy and initiatives with regard to ESG matters. •Identifies and implements appropriate corporate governance policies. •Advises the board of directors about appropriate composition of the board of directors and its committees. •Oversees the evaluation of the board of directors through its annual review of the performance of the board, its committees and individual board members. •Makes proposals to the board of directors for candidates to be nominated by the board of directors to fill vacancies or for new directorship positions, if any, which may be created from time to time. The board of directors has determined that each Messrs. Montelongo, Navarre, Szalkowski and Wall is independent under applicable NYSE rules. A more detailed discussion of the Environmental, Social, Governance and Nominating Committee’s mission, composition and responsibilities is contained in the Environmental, Social, Governance and Nominating Committee charter, which is available on our website, civeo.com, by first clicking “ESG”, then selecting “Governance Documents” from the "Governance" drop-down menu, and then “Environmental, Social, Governance and Nominating Committee Charter” on the left side of the page.



C. Ronald Blankenship (Chair) Members: Jay K. Grewal Martin A. Lambert Timothy O. Wall Number of Meetings: 2						Finance and Investment Committee Responsibilities: •Assists the board of directors in its consideration of opportunities to enhance our long-term performance and valuation, including reviewing and making recommendations to the board of directors with respect to our strategic objectives and financial and operating metrics and performance. A more detailed discussion of the Finance and Investment Committee’s mission, composition and responsibilities is contained in the Finance and Investment Committee charter, which is available on our website, civeo.com, by first clicking “ESG”, then selecting “Governance Documents” from the "Governance" drop-down menu, and then “Finance and Investment Committee Charter” on the left side of the page.


Component			Non-Employee Director Compensation
Annual Cash Retainer			$75,000
Annual Equity Retainer (1)			Restricted share award equal in value to $125,000 that vest annually
Chair of the Board Annual Retainer			$85,000 - 50% in cash and 50% in common shares that vest annually
Committee Chair Annual Cash Retainer			Audit - $27,500 Compensation - $23,000 Environmental, Social, Governance and Nominating - $23,000 Finance and Investment - $18,000
Committee Member Annual Cash Retainer			Audit - $18,000 Compensation - $13,000 Environmental, Social, Governance and Nominating - $13,000 Finance and Investment - $13,000



The Compensation Committee annually reviews director compensation, and uses outside consultants to ensure such compensation is appropriate relative to our peer groups. The review includes, but is not limited to, compensation levels, chair premiums, pay mix and relevant governance trends. In addition, the Environmental, Social, Governance and Nominating Committee annually reviews director compliance with share ownership guidelines.


Name	Fees Earned or Paid in Cash		Stock Awards (1)		Total
Richard A. Navarre	$	130,500	$	167,508	$	298,008
C. Ronald Blankenship	$	111,000	$	125,012	$	236,012
Jay K. Grewal	$	106,000	$	125,012	$	231,012
Martin A. Lambert	$	111,000	$	125,012	$	236,012
Michael Montelongo	$	101,000	$	125,012	$	226,012
Constance B. Moore	$	115,500	$	125,012	$	240,512
Charles Szalkowski	$	116,000	$	125,012	$	241,012
Timothy O. Wall	$	101,000	$	125,012	$	226,012


	Ownership in Shares		Compliance Y/N
Non-employee directors	Target Ownership	Current Holdings
Richard A. Navarre	21,552	58,635	Yes
C. Ronald Blankenship	21,552	44,801	Yes
Jay K. Grewal	17,084	21,487	Yes
Martin A. Lambert	21,552	60,157	Yes
Michael Montelongo	17,084	21,487	Yes
Constance B. Moore	21,552	40,338	Yes
Charles Szalkowski	21,552	44,842	Yes
Timothy O. Wall	14,205	36,859	Yes



			Bradley J. Dodson, 51 President, Chief Executive Officer and Director

			Background: Bradley J. Dodson has been President and Chief Executive Officer and director of Civeo since May 2014. Mr. Dodson held several executive positions with Oil States, a global provider of integrated energy systems and solutions, from March 2001 to May 2014, including serving as Executive Vice President, Accommodations from December 2013 to May 2014, Senior Vice President, Chief Financial Officer and Treasurer from April 2010 to December 2013, Vice President, Chief Financial Officer and Treasurer from May 2006 to April 2010, Vice President, Corporate Development from March 2003 to May 2006 and Director of Business Development from March 2001 to February 2003. From June 1998 to March 2001, Mr. Dodson served in several positions for L.E. Simmons & Associates, Incorporated, a private equity firm specializing in oilfield service investments. From July 1996 to June 1998, Mr. Dodson worked in the mergers and acquisitions group of Merrill Lynch & Co. Mr. Dodson holds a M.B.A. degree from The University of Texas at Austin and a B.A. degree in Economics from Duke University.



			E. Collin Gerry, 43 Senior Vice President, Chief Financial Officer and Treasurer

			Background: E. Collin Gerry has served as the Senior Vice President, Chief Financial Officer, and Treasurer since August 2024. Prior to this appointment, Mr. Gerry held several executive positions with Civeo since May 2014, including serving as Senior Vice President of Canadian Operations from May 2020 to July 2024, and Vice President of Corporate and Business Development from September 2016 to May 2020. Prior to joining Civeo, Mr. Gerry served as Senior Vice President within the equity research department of Raymond James. Mr. Gerry holds a Bachelor of Business Administration degree from The University of Texas at Austin.



			Andrew S. Fraser, 64 Senior Vice President, Canada

			Background: Andrew S. Fraser has served as the Senior Vice President, Canada since August 2024. Prior to his appointment, Mr. Fraser was CEO and Executive Chair of NCSG Crane and Heavy Haul from November 2020 to March 2022, after serving as President and CEO from January 2019 to November 2020. Mr. Fraser previously served as the CEO of Camex Equipment Sales and Rentals from October 2016 to November 2018. Prior to joining Camex Equipment Sales and Rentals, Mr. Fraser spent 30 years at Finning International, where he held a variety of executive roles across the company’s Canadian and International operations. Over the past 15 years, Mr. Fraser has also served as a director on various boards, both locally and internationally, in energy, manufacturing and distribution. Mr. Fraser holds an M.B.A. with a major in Project Research in Culture Change during Mergers and Acquisitions from Royal Roads University in Victoria, BC and a B.A. in Economics from Wilfrid Laurier University in Waterloo, Ontario, where he majored in International Trade Theory.



			Peter L. McCann, 58 Senior Vice President, Australia

			Background: Peter L. McCann has served as Senior Vice President, Australia since June 2014. Mr. McCann was Managing Director of The MAC, a wholly owned subsidiary of Civeo, from June 2012 to June 2014. From January 2010 through June 2012, Mr. McCann was the Executive General Manager, Finance for The MAC. From 2004 to 2010, Mr. McCann served as Chief Financial Officer of Royal Wolf Trading. Mr. McCann holds a Bachelor of Commerce degree in Accountancy from the University of New South Wales.



			Barclay H. Brewer, 51 Vice President, Chief Accounting Officer


			Background: Barclay H. Brewer has served as the Vice President, Chief Accounting Officer since August 2024. Prior to his appointment, Mr. Brewer served as Interim Chief Financial Officer and Treasurer from March 2024 to July 2024 and Vice President, Corporate Controller from December 2019 to March 2024. From August 2014 to December 2019, Mr. Brewer had the role of Assistant Controller. Mr. Brewer served as Financial Planning and Reporting Manager for The Brock Group from 2012 until 2014. Mr. Brewer holds a M.B.A degree from Southeastern Louisiana University and a B.A. degree in Accounting and Finance from Louisiana State University. He is a Certified Public Accountant.