Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934


Filed by the Registrant
Filed by a party other than the Registrant
Check the appropriate box:
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
Civeo Corporation
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



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Notice of Annual Meeting of Shareholders
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DATE AND TIME
May 19, 2021 (Wednesday)
9:00 a.m., Houston, Texas time
LOCATION
Virtually at www.virtualshareholdermeeting.com/CVEO2021, where you will be able to listen to the meeting live, submit questions, and vote.
Due to the public health impact of the COVID-19 virus and to support the health and well-being of our employees and shareholders, the 2021 Annual Meeting will be virtual, conducted via live audio webcast.
RECORD DATE
Only shareholders of record at the close of business on March 24, 2021 are entitled to notice of and to vote during the annual general meeting or at any adjournment or postponement thereof that may take place.
Voting Items
ProposalsBoard Vote RecommendationFor Further Details
1.
To elect the two persons named in this proxy statement as Class I members of Civeo’s board of directors, each for a term of three years ending at the 2024 annual general meeting of shareholders
FOR” each director nominee
Page 9
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, 2021 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 2021
FOR
Page 55
4.To recommend, on an advisory basis, whether a shareholder vote to approve executive compensation should occur every one, two or three years
ONE YEAR
Page 58
Shareholders will also conduct any other business as may properly come before the annual general meeting or any adjournment or postponement thereof.
We are actively monitoring the public health and travel safety concerns relating to COVID-19 and the advisories or mandates that federal, state, and local governments, and related agencies, may issue. Depending on developments relating to COVID-19, we may make alternative arrangements relating to the annual general meeting, which could include changing the date and/or time of the meeting. We will announce any alternative arrangements for the annual general meeting as promptly as practicable. Please monitor our website at www.civeo.com and check our website the week of the meeting. As always, we encourage you to vote your shares prior to the annual general meeting.
The proposals are more fully described in the proxy statement accompanying this notice. Please give your attention to all of the information in the accompanying proxy statement.
As owners of Civeo, your vote is important. It is important that your shares be represented, and please vote as soon as possible. Voting your shares by returning your proxy card or voting instruction card or voting through the Internet or by telephone does not affect your right to vote online during the annual general meeting. For specific information regarding the voting of your shares, please refer to the section entitled “General Information About the Annual General Meeting,” beginning on page 61 of the accompanying proxy statement.
By order of the board of directors,
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LaTosha N. Fraley
Corporate Secretary
Houston, Texas
April 8, 2021
How to Vote
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INTERNET
You may vote your shares through the Internet at www.proxyvote.com.
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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.
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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 19, 2021: A COPY OF THIS PROXY STATEMENT, PROXY VOTING CARD AND THE CIVEO 2020 ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.



Table of Contents
Proxy Statement Summary
Company Overview
2020 Performance Highlights
Voting Matters and Recommendations
Corporate Governance Highlights
Independent Registered Public Accounting Firm’s Fees
Corporate Governance
  PROPOSAL 1  
Election of Directors
Board of Directors—Skills and Experience
Board of Directors—Role and Responsibilities
Board of Directors—Structure
Board of Directors—Practices, Policies and Processes
Director Compensation
Executive Officers
Executive Compensation
  PROPOSAL 2  
Advisory Vote to Approve Executive Compensation
Compensation Discussion and Analysis
Compensation Committee Report
Executive Compensation Tables
Pay Ratio Disclosure
Audit Matters
  PROPOSAL 3  
Ratification of Auditors
Audit Fee Disclosure
Pre-Approval Policy
Audit Committee Report
Additional Management Proposals
  PROPOSAL 4  
Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation
Security Ownership of Management and Certain Beneficial Owners
Additional Information
General Information about the Annual General Meeting
Future Shareholder Proposals
Householding
Appendix



Proxy Statement Summary
This proxy statement is being furnished to shareholders of Civeo Corporation (“Civeo”) in connection with the solicitation of proxies by its board of directors for use at the 2021 annual general meeting of shareholders (the “annual general meeting”), which will be virtual, conducted via live audio webcast on May 19, 2021 at 9:00 a.m., local time, due to the public health impact of the COVID-19 virus and to support the health and well-being of our employees and shareholders. You will be able to attend and participate in the annual general meeting by visiting www.virtualshareholdermeeting.com/CVEO2021, where you will be able to listen to the meeting live, submit questions, and vote. During the annual general meeting, shareholders will have the opportunity to vote on the proposals to elect the following two persons as Class I members of Civeo’s board of directors: C. Ronald Blankenship and Charles Szalkowski, each for a term of three years ending at the 2024 annual general meeting of shareholders or until their successors are duly elected and qualified (the “Director Proposal”); to approve, on an advisory basis, the compensation of Civeo's named executive officers (the"Say-on-Pay Proposal"); to ratify the appointment of Ernst & Young LLP as Civeo’s independent registered public accounting firm for the year ending December 31, 2021 and until the next annual general meeting of shareholders and to authorize the directors, acting through the Audit Committee, to determine the remuneration to be paid to Ernst & Young LLP for 2021 (the “Auditor Proposal”); to recommend, on an advisory basis, whether a stockholder vote to approve executive compensation should occur every one, two or three years (the "Say-When-on-Pay Proposal"); and to conduct any other business as may properly come before the annual general meeting or any adjournment or postponement thereof. The approximate date of first mailing of this proxy statement, the accompanying proxy and Civeo’s 2020 annual report is April 8, 2021.
Only shareholders of record at the close of business on March 24, 2021 are entitled to notice of and to vote during the annual general meeting or at any adjournment or postponement thereof that may take place. On March 24, 2021, we had 14,292,135 common shares outstanding and entitled to vote. Each common share is entitled to one vote for each Class I director nominee and one vote for each other item to be voted on at the annual general meeting. The presence of shareholders, by voting online during the annual general meeting or by proxy, holding at least a majority of the outstanding common shares will be required to establish a quorum. Abstentions, withheld votes and broker non-votes will be counted as present for purposes of determining whether there is a quorum.
In this proxy statement, we sometimes refer to Civeo and its subsidiaries as “we,” “us,” “our,” or “Civeo.” Unless otherwise indicated, all references in this proxy statement to “dollars” or “$” are to U.S. dollars. Our principal executive offices are located at Three Allen Center, 333 Clay Street, Suite 4980, Houston, Texas 77002.
To assist you in reviewing the proposals to be considered at the annual general meeting, we call your attention to the following summary, which includes information about our fiscal 2020 financial performance. For more information, please review our 2020 Annual Report on Form 10-K and the other sections of this proxy statement.
On November 19, 2020, we effected a reverse share split where each 12 issued and outstanding common shares were converted into one common share. Our common shares began trading on a reverse split-adjusted basis on November 19, 2020. This proxy statement has been adjusted where applicable to give effect to the reverse share split.
    2021 Proxy Statement
1

Proxy Statement Summary
Company Overview
Who We AreWhere We Operate
BUSINESS
We are a leading provider of a full suite of hospitality services, including lodging, food services, housekeeping and maintenance of accommodations facilities that we or our customers own
MARKETS
We serve natural resource producers in some of the world’s most active oil, met coal, LNG and iron ore producing regions in Canada, Australia and the U.S.
GROSS PROFIT BY ACTIVITY DRIVER
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Global steel demand drives demand for met coal and iron ore, which are projects we serve in Australia.
CANADA – 51% OF 2020 REVENUE
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16 lodges with over 19,000 rooms
Primary driver is oil sands production and activity
Growth from LNG Canada project moving forward in British Columbia
AUSTRALIA – 44% OF 2020 REVENUE
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9 villages with over 9,000 rooms
Primary driver is met coal production and activity
Growing presence in Western Australia managing customer assets
Also serve iron ore, gold, lithium, and LNG projects
USA – 5% OF 2020 REVENUE
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3 lodges with over 900 rooms
Wellsite services units
Primary driver is oil shale play development
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Proxy Statement Summary
2020 Performance Highlights
Despite continuing headwinds faced by the energy sector throughout 2020, we successfully completed a number of significant financial and operational objectives. On the financial front, we continued to strengthen our balance sheet and reduce our leverage. In particular, during 2020 we achieved the following:
Reduced total debt by $108 million from December 31, 2019 to December 31, 2020
Decreased our leverage ratio to 2.11 times at December 31, 2020, from 2.98 times at December 31, 2019Generated strong free cash flow of $111 million during the year
Extended maturity of current credit agreement to May 30, 2023Achieved relative total shareholder returns in the top quartile compared to our compensation peer group
The Company achieved continuing improvements in a number of areas of the business including the following:
Executed on the Coastal Gaslink Pipeline ("CGL") contract, on-time and on-budget
Increased integrated services revenues by A$87 million with contract renewals in Australia
Room nights increased by 15% in Australia in 2020Continued strong safety performance across all regions, resulting in a 2020 Global TRIR of 0.45
ADJUSTED EBITDA
(in millions)
TOTAL RECORDABLE
INCIDENT RATE
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Note: Please see the Appendix for a reconciliation of Adjusted EBITDA to GAAP.
CIVEO'S RELATIVE OUTPERFORMANCE
(The amount Civeo's TSR outperformed the Oilfield Service Index and Peer Group)
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Note: Please see details of the peer groups over these time periods on page 37. Although TSR was negative for Civeo, the PHLX Oil Service Index and the 2020 Peer Group, Civeo outperformed the broad index and peer group over the one, three and five year periods.
    2021 Proxy Statement
3

Proxy Statement Summary
Voting Matters and Recommendations
Below is a summary of the proposals on which you are being asked to vote. Please review the complete information regarding these proposals included in this proxy statement.
PROPOSAL 1
Election of Directors
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Board of Directors
The following provides summary information about our board of directors.
Name and Primary OccupationAgeDirector
Since
Committee Membership
ACCCNCGCFIC
Class I Directors Whose Terms Expire at the 2021 Annual Meeting of Shareholders
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C. Ronald Blankenship Independent
Former President and Chief Executive Officer, Verde Realty
712014
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Charles Szalkowski Independent
Former Partner and General Counsel, Baker Botts L.L.P.
722014
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Class II Directors Whose Terms Expire at the 2022 Annual Meeting of Shareholders
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Richard A. Navarre Independent https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_05.jpg
602014
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President and Chief Executive Officer, Covia Corporation
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Martin A. Lambert Independent
Former Chief Executive Officer, Swan Hills Synfuels LP
652014
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Constance B. Moore Independent
Former President and Chief Executive Officer, BRE Properties, Inc.
652014
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Class III Directors Whose Terms Expire at the 2023 Annual Meeting of Shareholders
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Bradley J. Dodson
President and Chief Executive Officer, Civeo Corporation
472014
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Timothy O. Wall Independent
Former President, Kitimat LNG Upstream Operations
592017
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ACAudit Committee
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Chair
CCCompensation Committee
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Member
NCGCNominating and Corporate Governance CommitteeFFinancial Expert
FICFinance and Investment Committee
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Chair of the Board

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Proxy Statement Summary
Board of Directors Snapshot
INDEPENDENCETENUREAGEDIVERSITY
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6 Independent
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0-5 years: 1
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5-10 years: 6
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<50 years: 1
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50-60 years: 2
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61-70 years: 2
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>70 years: 2
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1 Female
Average Director Tenure:
5.7 years
Average Age: 62.9
SKILLS AND EXPERIENCE
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7 Executive
Leadership
4 Accommodations,
Real Estate and
Hospitality
3 Experience in Industry
of Primary Customers
5 Public Company
CEO or C-Suite
Experience
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7 Financial
6 International
Operations
3 Health Safety &
Environment Experience
7 Public Company
Director Experience
Corporate Governance Highlights
BOARD OF DIRECTORS PRACTICES AND STRUCTUREOTHER BEST PRACTICES
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https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg Active board of director oversight of enterprise risk
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    2021 Proxy Statement
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Proxy Statement Summary
Corporate Responsibility at Civeo
Our business is hospitality. We help our guests maintain healthy, balanced and productive lifestyles while working away from home. Our responsibility is to provide a comfortable and safe living environment while minimizing our environmental footprint and supporting the communities in which we live and work. Just as important as what we do is the manner in which we operate. As a global leader in workforce accommodations, we hold ourselves to a high standard when it comes to safety, the environment and our active involvement in the community. It's just what we do.
OUR PEOPLE
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In 2020, we reached 9% Indigenous employment in Canada despite challenging market conditions that resulted in reduced hiring in the region. Approximately 11% of our total new hires in Canada were of Indigenous background during 2020.
In 2020, we achieved 4.5% Indigenous employment in Australia.
Since 2014, we have had a program to facilitate mentoring relationships between experienced leaders in Civeo and employees who are at the early stages of their careers.
SAFETY
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Our safety culture is driven by our leaders, in conjunction with active employee engagement - we are focused on "Making Zero Count."
We implemented a number of initiatives to protect the health of our staff, guests and communities during the Covid-19 pandemic – including health screening questionnaires, increased sanitation, takeaway food service, mandatory physical distancing, roster changes and work from home protocols.
We sheltered approximately 1,500 people from Fort McMurray during the 2020 floods, without compromising any COVID-19 protocols.
We responded to and safely restored operations in the Lake Charles area twice after 2020 hurricanes.
As of December 2020, we had worked a complete year without a Lost Time Incident across all Canadian and U.S. operations.
COMMUNITY
PARTNERSHIPS
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Since 2013, we have supported more than 20 schools across New South Wales, Queensland and Western Australia with our School Mates Grants. These contributions enhance learning and educational experiences for students.
Civeo has partnered with Junior Achievement of Southeast Texas to help foster work-readiness, entrepreneurship and financial literacy skills in Houston students.
Civeo partnered with Whitehaven Coal and local businesses in Narrabri, New South Wales, Australia to assist the town’s elderly and disabled citizens with free deliveries of groceries and essential items.
We are working with Inclusion Alberta, a family-based non-profit federation, to provide a place to work for community members with disabilities.

INDIGENOUS
ENGAGEMENT
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In 2020, we purchased more than C$39 million in goods and services from the Indigenous business community, representing 25% of our total Canadian local spending.
In Australia, through our membership with Supply Nation, a non-profit organization committed to supplier diversity and Indigenous business development, we have spent approximately A$1.4 million annually with Indigenous-owned and operated companies.
We partnered with Woollahra Group and Fortescue Metals Group in April 2020 to deliver 1,300 Covid-19 care packages to remote Indigenous communities in Western Australia’s Pilbara Region.
We maintained Gold level certification in Canada’s Progressive Aboriginal Relations program.
Increased our Canadian Indigenous supply chain spend by 6% in 2019 versus 2018
ENVIRONMENTAL
STEWARDSHIP
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At several villages in Western Australia, we have removed single use plastics from our operations, including disposable plates, cups, containers and straws.
Our state-of-the-art Canadian laundry facility uses approximately 35% less water than a conventional laundry facility.
At Coppabella Village in Queensland, treated greywater is used as a recycled source of irrigation water for the village’s landscaping.

SHAREHOLDER
ENGAGEMENT
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During 2020, we met with shareholders representing 69% of our fully diluted shares regarding the Company's operations, financial results and strategy.
During 2020, we met with shareholders representing 51% of our fully diluted shares regarding executive compensation and efforts to efficiently manage the Company's balance sheet.



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Proxy Statement Summary

PROPOSAL 2
Advisory Vote to Approve Executive Compensation
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_08.jpg The board of directors recommends a vote FOR this proposal.
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_141.jpg See page 30
Compensation Program Components
This section outlines each of the components of our compensation program. Overall compensation consists of base salary, annual performance incentive awards and long-term incentive awards.
Base
Salary
Annual Incentive Compensation
Plan (AICP)
Long-Term
Incentive Plan (LTIP)
Base salary recognizes the job being performed and the value of that job in the competitive market. Base salary must be sufficient to attract and retain the executive talent necessary for our continued success and provides an element of compensation that is not at risk to avoid fluctuations in compensation that could distract our executives from the performance of their responsibilities.The key objective of Civeo’s AICP is to reward the achievement of defined annual financial and safety objectives and to incentivize employee activities that will continually improve Civeo, both on a business unit and company-wide basis.Civeo’s LTIP, established under the Equity Participation Plan ("EPP"), is designed to provide an additional incentive to executives to grow shareholder value through ownership of Civeo common shares or incentive awards directly linked to Civeo’s share price and to support our efforts to attract and retain highly qualified executives to grow and develop Civeo in our highly competitive and cyclical industry.
Changes to Executive Compensation in 2020 and 2021
In light of the market environment in early 2020, including the near term outlook for oil and gas activity, Mr. Dodson volunteered for a 20% interim annualized salary reduction to $600,000, with a corresponding reduction to his potential bonus under the Company's Annual Incentive Compensation Plan (“AICP”) for 2020, effective as of April 2, 2020. In addition, Mr. Schoening and Ms. Stone both agreed to reduce their base salaries from April 2, 2020 through September 30, 2020 by 10%, with a corresponding decrease to their potential bonuses under the AICP. Mr. Schoening and Ms. Stone both received increases to their base salaries on October 1, 2020 to return to the base salary in place prior to the reduction. No reductions to Mr. McCann’s salary or target AICP were made in 2020.
Previously, we have granted performance-based awards to our named executive officers ("NEO"). However, in 2020, given the number of shares available under the EPP, the Company's stock price at the time and feedback from the Company’s largest investors regarding potential dilution, the Compensation Committee determined that it was in the best interest of Civeo's shareholders not to issue share awards to NEOs or other employees. NEOs received a cash-based retainer in lieu of a performance award. The award, which will be paid in cash, vests in February 2023. If performance shares had been granted in 2020, the current economic value of those performance shares, as of March 24, 2021, would be approximately 166% of the cash retainer value at target performance without considering any outperformance by the Company under the relative total shareholder return (“TSR”) and financial metrics of contemplated 2020 performance share grants. We have returned to a more traditional performance-based awards for 2021.
Based in part on the feedback from our shareholder engagement efforts, in 2021, the Company altered its performance goals utilized under the Company’s AICP. Historically, the financial metric for AICP has been EBITDA. The Company continues to believe that EBITDA is an appropriate financial metric for Civeo as it is a commonly used financial measure for valuation and benchmarking in the oilfield services industry and it is closely correlated with cash flow from operations. For 2021, the Company will also use free cash flow as the financial metric under the AICP, given the Company’s current focus on generating cash flow and reducing leverage. The weighting for the CEO will be changed to 80% free cash flow and 20% safety. The performance goals for the Company’s other NEOs will also be similarly revised to include a cash flow metric.
Furthermore, beginning in 2021, for any future equity grants, the Compensation Committee has committed to cap all future performance shares at 100% payout (Target) if Civeo's TSR over the performance period is negative, irrespective of relative performance. Also, the Compensation Committee has committed that, beginning in 2021, all future performance share grants will require relative TSR at the 55th percentile to achieve a target payout. In previous performance share grants, relative TSR at the 50th percentile was required for target payout. Finally, in addition to requiring executives to maintain minimum share ownership levels, the Compensation Committee has also adopted a holding period requirement subsequent to vesting of Civeo shares
    2021 Proxy Statement
7

Proxy Statement Summary
granted as long-term compensation for NEOs. NEOs must hold at least 50% of the net vested Civeo shares (after reduction for tax withholding) for twelve months subsequent to the date of vesting.
PROPOSAL 3
Ratification of Ernst & Young LLP as Civeo’s Independent Registered Public Accounting Firm
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_08.jpg The board of directors recommends a vote FOR this proposal.
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_141.jpg See page 55

The Audit Committee of our board of directors has determined that the accounting firm of E&Y is independent from the Company and once again selected E&Y as the Company’s independent auditors for the year ending December 31, 2021. E&Y has conducted the examination of the Company’s financial statements since the year ended December 31, 2010.
Independent Registered Public Accounting Firm’s Fees
The following table shows the aggregate fees billed by and paid to Ernst & Young ("E&Y") for 2020 and 2019 (in thousands):
2020
($)
2019
($)
Audit Fees1,660 1,772 
Audit-Related Fees— — 
Tax Fees— — 
All Other Fees
TOTAL1,665 1,777 

PROPOSAL 4
Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_08.jpg The board of directors recommends a vote of ONE YEAR for this proposal.
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_141.jpg See page 58

This proposal, commonly known as a “say-when-on-pay” proposal, provides shareholders with the opportunity to vote, on a non-binding advisory basis, on the frequency with which we should conduct the say-on-pay vote. You are given the option of selecting a frequency of every one, two or three years, or abstaining.


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Corporate Governance
PROPOSAL 1
Election of Directors
Two directors have been nominated for election at the annual general meeting to serve as Class I members of Civeo’s board of directors. Based on the recommendation of our Nominating and Corporate Governance Committee, Civeo’s board of directors has nominated C. Ronald Blankenship and Charles Szalkowski for election to the two expiring Class I positions on the board of directors currently held by them, to hold office for three-year terms expiring at the annual general meeting of shareholders in 2024, and until their respective successors have been duly elected and qualified, or until their earlier death, resignation or removal. Shareholder nominations will not be accepted for filling board of directors seats at the annual general meeting because our articles require advance notice for such a nomination, the time for which has passed. Our board of directors has determined that C. Ronald Blankenship and Charles Szalkowski are “independent,” as that term is defined by the applicable New York Stock Exchange ("NYSE") listing standards. See “Board of Directors Structure—Director Independence” for a discussion of director independence determinations. See “Director Biographies” for a brief biography of all directors, including the director nominees.
Each of the nominees is a current member of the Civeo board of directors. Each of the nominees has consented to being named as a nominee in this proxy statement and to continue serving as director if re-elected at the annual general meeting. Although management does not contemplate the possibility, if any nominee withdraws or otherwise becomes unable to serve as a director at the time of the election, the shares represented by proxies will be voted for the election of a substitute nominated by the board of directors to replace such nominee.
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.
Board of Directors—Skills and Experience
Qualifications of Directors
When identifying our directors appointed to our board of directors, the following are considered:
the person’s reputation and integrity;
the person’s qualifications as an independent, disinterested, non-employee or outside director;
the person’s skills and business, government or other professional experience and acumen, bearing in mind the composition of the board of directors and the current state of Civeo and the accommodations industry generally at the time of determination;
the number of other public companies for which the person serves as a director and the availability of the person’s time and commitment to Civeo; and
the person’s knowledge of areas and businesses in which we operate or another area of our operational environment.
Other factors considered include the diversity of the board of directors, including the optimal enhancement of the current mix of
educational backgrounds, business industry experience and knowledge of different geographic markets, services and products.
Further, in considering nominees for director, diversity of viewpoints, expertise and experience are taken into account as well as gender, ethnicity and background. We believe that the above-mentioned attributes, along with the leadership skills and other experience of the Civeo board of directors described below, provide Civeo with the perspectives and judgment necessary to guide its strategies and monitor their execution.
    2021 Proxy Statement
9

Corporate Governance
We believe the breadth and variety of business experience of each of our directors and director nominees identified in the following table make each of them well qualified to serve on our board of directors.
Richard A.
Navarre
C. Ronald
Blankenship
Bradley J.
Dodson
Martin A.
Lambert
Constance B.
Moore
Charles
Szalkowski
Timothy O.
Wall
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Executive Leadership
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Financial
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Accommodations, Real Estate and Hospitality
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International Operations
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Experience in Industry of Primary Customers
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Health Safety & Environment Experience
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Public Company CEO or C-Suite Experience
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Public Company Director Experience
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Director Biographies - Class I Director Nominees
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Age: 71
Director since: 2014
Committees:
Audit Committee, Compensation 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 in January 2009 and he assumed the additional responsibilities of Chairman of the Board from January 2012 to 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, 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.
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Corporate Governance
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Age: 72
Director since: 2014
Committees:
Audit Committee, Nominating and Corporate Governance 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. He remains on the Rice audit committee. He was previously on the board of directors of Accelerate Learning Inc. (formerly Stemscopes Inc.).
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.
Class II Continuing Directors
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Age: 60
Director since: 2014
Committees:
Nominating and Corporate Governance Committee
Richard A. Navarre
President and Chief Executive Officer of Covia Corporation
Independent Chairman of the Board
Background:
Mr. Navarre is currently President and Chief Executive Officer of Covia Corporation, a privately held, leading provider of high-quality minerals and material solutions for the industrial and energy markets. 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 several 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 currently an independent director, chairman of the conflicts committee, and member of the audit committee for Natural Resource Partners LP (NYSE:NRP); and independent director, chairman of the personnel and compensation committee and member of the audit and the nominating and governance committees for Arch Resources (NYSE:ARCH). 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. In June 2020, Covia filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code and emerged from its Chapter 11 reorganization proceedings in December 2020.
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 35 years of diverse international business and finance experience, which include extensive governance, financial, strategic planning, public company and coal and energy industry experience, make him well qualified to serve as a director on our board of directors.

    2021 Proxy Statement
11

Corporate Governance
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Age: 65
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. Mr. Lambert currently serves as lead director, compensation, and as a member of the audit committee of Banded Iron Group Ltd., a private company involved in Canadian, U.S. and other international oilfield services.
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.

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Age: 65
Director since: 2014
Committees:
Audit Committee (Chair), Compensation Committee
Constance B. Moore
Former President and Chief Executive Officer, BRE Properties, Inc.
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. Ms. Moore has served as a director of Columbia Property Trust (NYSE: CXP) since November 2017 and now serves as the Chairman of the Board and a member of its audit committee and investment committee. 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 35 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. Currently, she is chair of the Fisher Center for Real Estate and Urban Economics Policy Advisory Board at UC Berkeley; serves on the board of Haas School of Business, UC Berkeley; serves on the board of Bridge Housing Corporation; is a Governor and Trustee of the Urban Land Institute (ULI); serves on the board of the ULI-Foundation; and serves on the board of the Tower Foundation at San Jose State University.
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 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.

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Corporate Governance
Class III Continuing Directors
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Age: 47
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.

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Age: 59
Director since: 2017
Committees:
Nominating and Corporate Governance Committee, Finance and Investment Committee
Timothy O. Wall
Former President, Kitimat LNG Upstream Operations
Independent Director
Background:
Mr. Wall served as the President of Kitimat LNG Upstream Operations, a division of Apache Canada Ltd. (a subsidiary of Apache Corporation, an oil and gas exploration and production company), from March 2013 until June 2015. He previously served as the President of Apache Canada Ltd. from May 2009 to March 2013 and as Managing Director and Regional Vice President, Australia of Apache Corporation from August 2005 to May 2009. From 1990 until August 2005, Mr. Wall served in various other positions within Apache Corporation. Mr. Wall currently provides advisory services to the energy industry. Mr. Wall has been a member of the board for several industry organizations, including the Canadian Association of Petroleum Producers, Australian Petroleum Production and Exploration Association and the Australian Minerals and Mines Association.
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 Canadian rules and regulations make him well qualified to serve as a director on our board of directors.

    2021 Proxy Statement
13

Corporate Governance
Board of Directors Refreshment/Succession Planning
In selecting nominees for the board of directors, the Nominating and Corporate Governance Committee considers, among other things, the diversity of the board of directors in terms of educational background, business industry experience, and knowledge of different geographic markets and the accommodations industry. Further, in considering nominees for director, diversity of viewpoints, expertise and experience are taken into account as well as gender, ethnicity and background. These factors are considered by the board of directors when identifying individuals for board membership. In the case of each current director being considered for renomination, the Nominating and Corporate Governance Committee took into account the director’s history of attendance at board of directors and committee meetings, the director’s tenure as a member of the board of directors and the director’s preparation for and participation in such meetings.
Because Civeo operates across the globe and serves customers and guests from different nations and backgrounds, we have always sought directors who, in addition to their integrity, experience, and acumen, have diverse backgrounds and points of view. Through purposeful refreshment, the Nominating and Corporate Governance Committee is committed to seeking highly qualified women and individuals from ethnically diverse groups to include in the pool of potential director candidates and has provided this instruction to the third-party search firm that it uses to assist in the identification of potential director candidates. We currently have a search ongoing to identify and recruit a highly qualified diverse candidate whose skills and characteristics strengthen the entirety of our board of directors.
DIRECTOR NOMINATION PROCESS
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Candidate Search
2 new directors were added in the last 5 years
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Timothy O. Wall

Ronald Gilbertson
(resigned in 2019)
The Nominating and Corporate Governance Committee may seek referrals from other members of the board of directors, management, shareholders and other sources.
The Nominating and Corporate Governance Committee also may, but need not, retain a professional search firm in order to identify, recruit and evaluate qualified candidates for the board of directors.
 
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Consideration of Diversity and Other Relevant Factors
The board of directors and the Nominating and Corporate Governance Committee are committed to actively seeking new and diverse members whose expertise lend to the greater needs of the board of directors. In that regard, the Nominating and Corporate Governance Committee considers race and gender of prospective director candidates, as well as the factors identified above in order to achieve an overall variety and mix of diversity among our directors. The effectiveness of this policy is assessed in connection with the board of directors’ annual evaluation.
 
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Assessment of the Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee reviews the candidate’s experience, independence and understanding of the Company’s business.
 
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Interviews
The Nominating and Corporate Governance Committee conducts an interview with each candidate.
Further interviews are conducted with other directors as well as senior management.
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Recommendations
After the assessment and interview process, the Nominating and Corporate Governance Committee submits a recommendation of nominees to the board of directors, and the board of directors selects the nominees.
The Nominating and Corporate Governance Committee will consider recommendations from various sources, including from shareholders, regarding possible candidates for director. To submit a recommendation to the Nominating and Corporate Governance Committee, a shareholder should send a written request to the attention of Civeo’s Secretary at Civeo Corporation, Three Allen Center, 333 Clay Street, Suite 4980, Houston, Texas 77002. The written request must include the nominee’s name, contact information, biographical information and qualifications, as well as the nominee’s written consent to serve, if elected, and any other information the shareholder may deem relevant to the committee’s evaluation. The request must also disclose the number of common shares beneficially owned by the person or group making the request, the period of time such person or group has owned those shares and the nature of any arrangement or agreement between the shareholder making a nomination and other parties with respect to the nomination. Candidates recommended by shareholders are evaluated on the same basis as candidates recommended by our directors, executive officers, third-party search firms or other sources. These procedures do not preclude a shareholder from making nominations in accordance with the process described below under “Future Shareholder Proposals.”
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Corporate Governance
Civeo’s Corporate Governance Guidelines reflect our belief that directors should not be subject to term limits or age-based limits. While such limits could facilitate fresh ideas and viewpoints being consistently brought to the board of directors, we believe they are counterbalanced by the disadvantage of causing the loss of a director who over a period of time has developed insight into our strategies, operations and risks and continues to provide valuable contributions to board of directors deliberations. Nonetheless, our board of directors is committed to adding new directors to infuse new ideas and fresh perspectives in the boardroom. Civeo has been a separate public company since May 2014, and during that time, 14 different individuals have served on our now 7-seat board of directors. As a result, the Nominating and Corporate Governance Committee has concluded that the company has experienced an adequate turnover and refreshing of its board of directors. All of the departed board members left in good standing without any disagreements with the Company relating to its operations, policies or practices, but voluntarily resigned either because of retirement or, in one case, a job opportunity in South Asia, or because particular shareholders who had proposed them as directors had changed their ownership positions in the company.
Director Resignation Policy
We have adopted a director resignation policy, which is included in Civeo’s Corporate Governance Guidelines. The director resignation policy provides that, if a director receives a greater number of “withheld” votes than votes “for” his or her election, that director is required by our Corporate Governance Guidelines to tender his or her resignation to the Nominating and Corporate Governance Committee for consideration. The Nominating and Corporate Governance Committee will recommend to the board of directors the action, if any, to be taken with respect to the resignation. Any such resignation shall not be effective unless and until the board of directors chooses to accept the resignation in accordance with our Corporate Governance Guidelines. While not necessarily resulting in a resignation, the offer will provide the Nominating and Corporate Governance Committee the opportunity to consider the appropriateness of continued membership on the board of directors of the director who tendered resignation and make a recommendation to the board of directors as to the director’s continued service on the board of directors. In making this recommendation, the Committee will consider all factors deemed relevant by its members including, without limitation, (1) the underlying reasons why shareholders may have “withheld” votes for election from such director, if known; (2) the length of service and qualifications of the director whose resignation has been tendered; (3) the director’s past and potential future contributions to us; (4) the current mix of skills and attributes of the directors on the board; (5) whether, by accepting the resignation, we will no longer be in compliance with any applicable law, rule, regulation, or governing instrument; and (6) whether accepting the resignation would be in our best interests and those of our shareholders.
Civeo’s Corporate Governance Guidelines also provide that, if a director changes his or her employer or otherwise has a significant change in job responsibilities during his or her tenure as a director, that director is required to inform the Nominating and Corporate Governance Committee of the change and tender his or her resignation to the board of directors for consideration. Such resignation shall not be effective unless and until the board of directors chooses to accept the resignation. The board of directors, through the Nominating and Corporate Governance Committee, shall review the matter in order to evaluate the continued appropriateness of such director’s membership on the board of directors and each applicable committee under these circumstances, taking into account all relevant factors and may accept or reject a proffered resignation.


Board of Directors — Role and Responsibilities
Overview
The basic responsibilities of our board of directors are to (1) supervise the management of the business and affairs of the company; (2) act honestly and in good faith with a view to the best interests of the Company; and (3) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Oversight of Enterprise Risk
Risk oversight is a responsibility of the board of directors. The board of directors has delegated responsibility for monitoring certain enterprise risks to its standing committees. The Civeo board of directors and its committees utilize our Enterprise Risk Management (“ERM”) process to assist in the oversight of our risks. Management and employees are responsible for day-to-day risk management, and management conducts a risk assessment of our business annually. The risk assessment process is global in nature and has been developed to identify and assess our risks, including the nature, likelihood of occurrence, materiality and anticipated timing of impact of the risk, as well as to identify steps to mitigate and manage each key risk. Our key business leaders, functional heads and other managers are surveyed and/or interviewed to develop this information.
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Corporate Governance
The results of the risk assessment are reviewed with the Audit Committee and with the full board of directors annually. The centerpiece of the assessment is the discussion of our key risks, which include strategic, operational, human capital, regulatory, cybersecurity and other risks and the factors discussed above. As part of the process for evaluating each key risk, a senior manager is identified to manage the risk, monitor potential impact of the risk and execute initiatives to mitigate the risk.


RISK OVERSIGHT
 
Board of Directors
 
Is primarily responsible for the oversight of risk.
Delegates responsibility for monitoring certain risks to its standing committees.
Maintains responsibility for oversight of safety and food safety risk.
Receives regular reports from committees and management concerning identified risks and mitigation or management of such risks.
 
Audit CommitteeCompensation Committee
 
Oversees risks related to:
Financial statements, financial reporting process and internal controls over financial reporting;
Regulatory and accounting compliance;
Litigation risks;
Technology and cybersecurity risks; and
Succession of accounting and finance personnel.
Oversees the internal audit function, including an annual review of scope and duties.
Reviews results of management's risk assessment.
Oversees risks related to:
Executive compensation; and
Succession of key personnel.
Reviews our compensation policies to ensure they do not encourage excessive or unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us.
 
Nominating and Corporate Governance CommitteeFinance and Investment Committee
 
Oversees risks related to:
Independence of board of directors and potential conflicts of interest;
Composition of board of directors and related committee composition; and
Corporate governance.
Performs annual evaluation of the board of directors, each individual director and each committee.
Involved in risk considerations related to:
Civeo's strategic objectives;
Capital allocation policies;
Debt strategies; and
Distributions and return of capital transactions.

 
Management
 
Is responsible for day-to-day risk management.
Conducts an annual risk assessment of our business.
Incorporates risk assessment into annual internal audit plan.
 
 
Cybersecurity Risk Oversight Strategy
 
Cybersecurity risks are continuously monitored and evaluated by management in partnership with internal audit. Civeo engages a variety of cybersecurity partners to perform and mediate penetration testing, as well as perform quarterly audits on our cyber security profile. Management has also implemented a variety of required programs to both test and train our employees on cybersecurity fundamentals.

The Audit Committee reviews quarterly cyber metrics and oversees progress against our annual action plans, including status of projects to improve our cybersecurity defenses. Annually, the board of directors reviews the Company's cybersecurity strategy and execution.
 
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Corporate Governance
Management Succession Planning
The Compensation Committee periodically reports to the board of directors on succession planning. The board of directors works with the Compensation Committee to evaluate potential successors to the Chief Executive Officer, as well as other key executive positions. Additionally, the Audit Committee reviews annually the Company's succession planning for accounting and finance personnel.
Oversight of Human Capital Management
Attracting, retaining and mentoring the talent needed to address the needs of our business is the basis of our human capital strategy. The board of directors and the Compensation Committee regularly discuss, prepare and advance the Company’s succession plan. The board of directors regularly interacts with the Company’s senior team, to enhance its full view of the Company’s talent pool and the necessary development needs of each high potential employee. We believe we provide a competitive and well rounded compensation package that attracts and retains exceptional talent.
Oversight and Commitment to Diversity and Inclusion
Diversity and inclusion are an essential part of our company's success. Our diversity helps us service our employees, clients and communities better, leading to greater success for everyone. Management has full support from our board of directors to advance diversity and inclusion initiatives across the business including our relationships with our Indigenous partners.
As a company, we recognize the importance of a diverse workforce represented by people from different backgrounds, experiences and ways of looking at the world. During 2020, we formed a Diversity and Inclusion Committee to help us serve our employees, clients and communities better as we strive to build a culture of inclusion. In Canada, we are committed to hiring Indigenous Peoples and expanding our Indigenous workforce, excluding corporate staff, to 10%. In 2020, we reached 9% Indigenous employment, excluding corporate staff, in Canada despite challenging market conditions that resulted in reduced hiring in the region. Approximately 11% of our total new hires in Canada were of Indigenous background during 2020. In addition, our Indigenous Procurement Policy in Canada helps foster strong community relationships while ensuring a local and diverse supply chain of business partners. In 2020, we purchased more than C$39 million in goods and services from the Indigenous business community, representing 25% of our total Canadian local spending. In Australia, all of our food suppliers are Australian companies and, where possible, are based locally. Through our membership with Supply Nation, a non-profit organization committed to supplier diversity and Indigenous business development, we have been able to direct approximately A$1.4 million each year into Indigenous-owned and operated companies, and we are always looking for more opportunities to partner with these businesses.
Role in Corporate Responsibility and Corporate Citizenship
Corporate Code of Business Conduct & Ethics
Civeo has adopted a Corporate Code of Business Conduct and Ethics (the “Code of Conduct”), which requires that all directors, officers and employees of Civeo act ethically at all times. This Code of Conduct is available at Civeo’s web site www.civeo.com by first clicking “Corporate Governance” under the “Investor Relations” heading and then “Corporate Code of Business Conduct and Ethics.”
Substantially all of our employees are required to complete online training on a regular basis. That training includes a review of our Corporate Code of Conduct and an acknowledgment that the employee has read and understands the policy.
Financial Code of Ethics for Senior Officers
Civeo has adopted a Financial Code of Ethics for Senior Officers (the “Financial Code of Ethics”) that applies to our chief executive officer, chief financial officer, principal accounting officer and other senior officers (“Senior Officers”). The Financial Code of Ethics is available at Civeo’s website www.civeo.com by first clicking “Corporate Governance” under the “Investor Relations” heading and then “Financial Code of Ethics for Senior Officers.”
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Corporate Governance
Ethical principles set forth in the Financial Code of Ethics include, among other principles, matters such as:
Acting ethically with honesty and integrity;
Avoiding conflicts of interest;
Complying with disclosure and reporting obligations with full, fair, accurate, timely and understandable disclosures;
Complying with applicable laws, rules and regulations;
Acting in good faith, responsibly with due care, competence and diligence;
Promoting honest and ethical behavior by others in the work environment;
Respecting confidentiality of information acquired in the course of his or her work; and
Responsibly using and maintaining assets and resources employed or entrusted to the Senior Officer.
Senior Officers must also comply with the Code of Conduct.
Board of Directors Oversight of Commitment to ESG and Sustainability
We believe that sound corporate citizenship and attention to environmental, social and governance (“ESG”) principles are essential to our success. Even though ESG topics have been increasingly capturing attention from shareholders and potential investors, they have long been of concern to Civeo and our guests, customers, employees, contractors, creditors, management and board of directors. We are committed to operating with integrity, contributing to the local communities where we operate, promoting diversity, developing our employees, focusing on sustainability and being thoughtful environmental stewards.
Our customers are often involved in significant projects in remote areas where environmental impacts are carefully monitored; where safe food storage and preparation, clean water and careful handling of waste are critical; where medical care may be inaccessible; and where our diverse guests and staff members measure their work shifts in weeks, in sometimes difficult weather, and thus may feel somewhat confined into relatively small communities at our camps and villages. In 2020, the global COVID-19 pandemic required even greater attention to health and safety protocols.
Beginning in early 2020 and continuing through the filing of this proxy statement, the board of directors has been highly engaged with the Chief Executive Officer and other members of management about the impact of COVID-19 and our response and plans. Since the COVID-19 pandemic developed, the board of directors has received frequent updates on the impact to the company’s employees, operations and clients and reviewed with management the safety protocols in place to protect the health of our employees and guests while maintaining continuity of service to our clients. This board oversight has included COVID-19 situation updates at each board meeting beginning in mid-March 2020 through the filing of this proxy statement. These updates addressed the impact on our employees, operations, financial results and supply chain as well as media engagement and related legal and regulatory matters. Management also is engaged with the board of directors on identifying and addressing strategic risks and opportunities arising out of COVID-19. During the pandemic, we adjusted our planned in-person meetings of the board of directors to hold them virtually to ensure continued effective functioning of the board of directors.
Our board of directors provides oversight of management’s efforts around these ESG topics and is committed to supporting Civeo's efforts to operate as a sound corporate citizen. We believe that an integrated approach to business strategy, corporate governance, and corporate citizenship creates long-term value.
Shareholder Engagement
Through the year, we meet with analysts and institutional investors to inform and share our perspective, and to solicit their feedback on our performance. This includes participation in investor conferences and other formal events, and group and one-on-one meetings throughout the year.
SHAREHOLDER OUTREACH
69%
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During 2020, we conducted shareholder engagement with shareholders representing 69% of our fully diluted shares regarding the Company’s operations, financial results and strategy.
51%
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Management, the chair of the board of directors and several of the Company’s directors engaged with shareholders representing 51% of our fully diluted shares outstanding to solicit shareholder input and feedback with respect to our efforts to efficiently manage its balance sheet including opportunities to (i) reduce aggregate leverage and (ii) extend the maturity of the Company’s current credit facility or (iii) refinance the credit facility.
Note - fully diluted shares include common shares outstanding as well as common shares assumed to be converted from preferred shares on an as converted basis.

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Corporate Governance
Board of Directors—Structure
The Civeo board of directors is divided into three classes, each of roughly equal size. There are currently two directors of Class I, three directors of Class II and two directors of Class III. The members of each class serve for three years following their election, with one class being elected each year. The directors designated as Class I directors will have terms expiring at the annual general meeting this year. If elected at the annual general meeting, Messrs. Blankenship and Szalkowski, as Class I directors, will have terms expiring in 2024. The directors designated as Class II directors have terms expiring in 2022, and the directors designated as Class III directors have terms expiring in 2023.
Board of Directors Leadership
Our board of directors is led by our independent Chair of the Board, and the Chief Executive Officer position is currently separate from the Chair role. The board of directors maintains the flexibility to determine whether the roles of Chair and Chief Executive Officer should be combined or separated, based on what it believes is in the best interests of the Civeo at a given point in time. We believe the separation of these two positions is appropriate corporate governance for us at this time because it promotes a strong independent leadership structure. In addition, we believe this structure facilitates effective oversight of management and enables the board of directors to fulfill its risk oversight responsibilities.
Director Independence
Under rules adopted by the NYSE, our board of directors must have a majority of independent directors. To qualify as “independent” under the NYSE listing standards, a director must meet objective criteria set forth in the NYSE listing standards, and the board of directors must affirmatively determine that the director has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us).
The Civeo board of directors reviews, as appropriate, material or relevant direct or indirect business relationships between each director (including his or her immediate family) and our company, as well as each director’s relationships with charitable organizations, to assess director independence as defined in the listing standards of the NYSE. The NYSE listing standards include a series of objective tests, such as that the director is not an employee of Civeo and has not engaged in various types of business dealings with Civeo. In addition, as further required by the NYSE, the Civeo board of directors has made a subjective determination that each independent director has no material relationship with Civeo (either directly or as a partner, shareholder or officer of an organization that has a relationship with Civeo). When assessing the materiality of a director’s relationship with us, the board of directors considers the issue not merely from the standpoint of the director, but also from the standpoint of the persons or organizations with which the director has an affiliation.
The Civeo board of directors has determined that, except for Bradley Dodson, our President and Chief Executive Officer, all of Civeo's current directors (Richard A. Navarre, C. Ronald Blankenship, Martin A. Lambert, Constance B. Moore, Charles Szalkowski, and Timothy O. Wall) qualify as “independent” in accordance with the applicable NYSE listing standards.
Executive Sessions
Our independent directors regularly meet in executive session with no members of management present, generally at each board of directors and committee meeting. Our Chair of the Board, Richard Navarre, who is an independent director, or each Committee Chair, who is independent, presides at these sessions.
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Corporate Governance
Board of Directors—Committees
The Civeo board of directors has established several standing committees in connection with the discharge of its responsibilities.
Constance B. Moore
(Chair)
Members:
C. Ronald Blankenship Charles Szalkowski
Number of Meetings: 8
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.
The board of directors has determined that each of Messrs. Blankenship and Szalkowski and Ms. 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 Ms. 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 Ms. 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, www.civeo.com, by first clicking “Corporate Governance” under the “Investor Relations” heading and then “Audit Committee Charter” at the bottom of the page.
Martin A. Lambert
(Chair)
Members:
C. Ronald Blankenship Constance B. Moore
Number of Meetings: 8
Compensation Committee
Responsibilities:
Determines the compensation of our chief executive officer and other executive officers.
Oversees and approves compensation and employee benefit policies.
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 option grants or share 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. Blankenship and Lambert 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, www.civeo.com, by first clicking “Corporate Governance” under the “Investor Relations” heading and then “Compensation Committee Charter” at the bottom of the page.
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Corporate Governance

Charles Szalkowski
(Chair)
Members:
Richard A. Navarre Timothy O. Wall
Number of Meetings: 3
Nominating and Corporate Governance Committee
Responsibilities:
Advises the board of directors about appropriate composition of the board of directors and its committees.
Identifies and implements appropriate corporate governance policies.
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. Navarre, Szalkowski and Wall is independent under applicable NYSE rules.
A more detailed discussion of the Nominating and Corporate Governance Committee’s mission, composition and responsibilities is contained in the Nominating and Corporate Governance Committee charter, which is available on our website, www.civeo.com, by first clicking “Corporate Governance” under the “Investor Relations” heading and then “Nominating and Corporate Governance Committee Charter” at the bottom of the page.
C. Ronald Blankenship
(Chair)
Members:
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 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, www.civeo.com, by first clicking “Corporate Governance” under the “Investor Relations” heading and then “Finance and Investment Committee Charter” at the bottom of the page.
Committee Composition
Below is a summary of our committee structure and membership information.
Audit
Committee
Compensation
Committee
Nominating
and Corporate
Governance
Committee
Finance and
Investment
Committee
Richard A. Navarre
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C. Ronald Blankenship
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Martin A. Lambert
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Constance B. Moore
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Charles Szalkowski
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Timothy O. Wall
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Chair
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MemberFFinancial Expert

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Corporate Governance
Board of Directors—Practices, Policies and Processes
Commitment to Good Governance Practices
Corporate Governance Highlights
BOARD OF DIRECTORS PRACTICES AND STRUCTUREOTHER BEST PRACTICES
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https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg Separate Chair and CEO roles
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg Highly skilled board of directors with diversity in skills, background and experience
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg All board committees are comprised of independent directors
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg Independent directors regularly meet in executive session with no members of management present and generally meet at each board meeting
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg Consistent and frequent director access to management and independent advisors
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg Active board of director oversight of enterprise risk
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg Annual performance self-evaluation of the board of directors, each individual director and each committee
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg Prohibition on hedging, pledging and trading transactions by executive officers or directors
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg Stock ownership guidelines applicable to executive officers and directors
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg Independent executive compensation consultant hired by and reporting to the Compensation Committee
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg Change in control and severance benefits that are subject to a "double trigger"
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg Robust Code of Conduct and third-party hotline reporting
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg Executive succession planning
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg Clawback policy
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_112.jpg Enterprise risk management program, including relevant ESG related risks
Board of Directors and Committee Meetings
During 2020, the Civeo board of directors held ten meetings, the Audit Committee held eight meetings, the Compensation Committee held eight meetings, the Nominating and Corporate Governance Committee held three meetings and the Finance and Investment Committee held two meetings. Each of the directors attended 100% of the meetings of the board of directors and the committees on which he or she served. While we understand that scheduling conflicts may arise, we expect directors to make reasonable efforts to attend the annual general meeting of shareholders, meetings of the board of directors and the committees on which they serve. All of our directors attended the 2020 annual general meeting of shareholders.
Board of Directors—Performance Evaluations
Annually, the board of directors conducts a self-evaluation to determine whether it and its committees are functioning effectively. The Nominating and Corporate Governance Committee receives comments from all directors and reports to the board of directors with an assessment of the performance of the board of directors and each individual director. The assessment focuses on the board of directors and each individual director's contribution to Civeo and specifically focuses on areas in which the board of directors or management believes that the board of directors and each individual director could improve.
Additionally, the Nominating and Corporate Governance Committee leads the board of directors in the annual performance review of each of the board's committees. As part of this process, the chair of each committee reports to the Nominating and Corporate Governance Committee Chair who then reports the results of the self-evaluations to the full board of directors about the committee’s annual evaluation of its performance and evaluation of its charter.
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Corporate Governance
Director Orientation and Continuing Education
Each new director must participate in the Company’s orientation program, which is conducted in a reasonable period of time after the meeting at which such director is initially appointed. This orientation includes presentations by senior management to familiarize new directors with the Company’s operations, its strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Conduct and its Financial Code of Ethics, its principal officers, and its internal and independent auditors. In addition, the orientation program includes visits to Company headquarters and, to the extent practical, visits to various operational sites of the Company.
In addition, training sessions by outside experts are periodically conducted during meetings of the board of directors related to, among other things: U.S. securities law; risk assessment, insurance and management; investor perspective on ESG practices and trends; and macro-economic trends in the U.S. and global economies. Directors also attend continuing education seminars and webcasts hosted by outside experts such as the National Association of Corporate Directors in order to stay current with best practices and evolving trends. Finally, management regularly provides the board of directors with published articles and white papers authored by outside experts on topics ranging from shareholder activism, ESG trends, proxy advisory firm ratings, guidance and proposed regulations. [add discussion of operational reviews, site visits]
Corporate Governance Guidelines
Civeo has adopted Corporate Governance Guidelines to best ensure that the board of directors has the necessary authority and practices in place to make decisions that are independent from management, that the board of directors adequately performs its function as the overseer of management and to ensure that the interests of the board of directors and management are aligned with the interests of the shareholders. Civeo’s Corporate Governance Guidelines are available at www.civeo.com by first clicking “Corporate Governance” under the “Investor Relations” heading and then “Corporate Governance Guidelines.”
Communications with Directors; Accounting and Auditing Concerns
Shareholders or other interested parties may send communications, directly and confidentially, to our board of directors, to any committee of our board of directors, to non-management directors or to any director in particular by sending an envelope marked “confidential” to such person or persons c/o Civeo Corporation, Three Allen Center, 333 Clay Street, Suite 4980, Houston, Texas 77002. Any such correspondence will be forwarded by the Corporate Secretary of Civeo to the addressee without review by management.
The Audit Committee has established procedures to receive, retain and treat complaints regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
Certain Relationships and Related-Party Transactions
There were no transactions or relationships required to be disclosed under Item 404(a) of Regulation S-K during the past two fiscal years.
Our board of directors has adopted procedures for approving related-party transactions. We review relationships and transactions in which we are a participant to determine whether our directors and executive officers or their immediate family members and our 5% beneficial owners have a direct or indirect material interest. Our Corporate Secretary’s office is primarily responsible for the development and implementation of processes and controls to obtain information from the directors, executive officers and 5% beneficial owners with respect to related party transactions and for then determining, based on the facts and circumstances, whether a related person has a direct or indirect material interest in the transaction. As required under the rules of the SEC, any related party transaction will be disclosed in filings we make with the SEC when required, including disclosure in our proxy statements.
Our Code of Conduct prohibits conflicts of interest. Any waivers of these guidelines must be approved by the Nominating and Corporate Governance Committee of our board of directors or by our full board of directors. Our prohibition on conflicts of interest under the Code of Conduct extends to related-party transactions. Under the Code of Conduct, conflicts of interest occur when private, commercial or financial interests prevent a director or employee from fulfilling his or her duties to Civeo.
    2021 Proxy Statement
23

Corporate Governance
We have multiple internal processes for reporting conflicts of interests, including related-party transactions. For example, under the Code of Conduct, all employees are required to report any conflict of interest to their supervisors. Any transaction involving related parties must be reported in writing by our division executives as part of their quarterly representation letters. This information will then be reviewed by disinterested members of our Nominating and Corporate Governance Committee, our board of directors or our independent registered public accounting firm, as deemed appropriate, and discussed with management. As part of this review, the following factors will generally be considered:
the nature of the related party’s interest in the transaction;
the material terms of the transaction, including, without limitation, the amount and type of the transaction;
the importance of the transaction to the related party;
the importance of the transaction to us;
whether the transaction would impair the judgment of a director or executive officer to act in Civeo’s best interest;
whether the transaction might affect the status of a director as independent under the independence standards of the NYSE; and
any other matters deemed appropriate with respect to the particular transaction.
Ultimately, all material related-party transactions must be approved or ratified by the Nominating and Corporate Governance Committee of our board of directors. Any member of the Nominating and Corporate Governance Committee who is a related party with respect to a transaction would be recused from the review of the transaction.
In addition, we annually distribute a questionnaire to our executive officers and members of our board of directors requesting certain information regarding, among other things, their immediate family members, employment and beneficial ownership interests. This information is then reviewed for any conflicts of interest under the Code of Conduct.
We also have other policies and procedures to prevent conflicts of interest, including related-party transactions. For example, the charter of our Nominating and Governance Committee requires that the members of such committee assess the independence of the non-management directors at least annually, including a requirement that it determine whether or not any such directors have a material relationship with us, either directly or indirectly, as further described above under “Management—Director Independence.”
To establish restrictions with regard to corporate participation in the political system as imposed by law, the following guidelines are contained in our Code of Conduct:
None of Civeo’s funds, assets or services will be used for political contributions, directly or indirectly, unless allowed by applicable foreign and U.S. law and approved in advance by our board of directors.
Any contributions by Civeo to support or oppose public referenda or similar ballot issues are only permitted with advance approval of our board of directors.
Employees, if eligible under applicable foreign and U.S. law, may make political contributions through legally established Civeo-sponsored-and-approved political support funds. Any such personal contribution is not a deductible expense for federal or other applicable income tax purposes and is not eligible for reimbursement by Civeo as business expense. To the extent permitted by law, Civeo’s resources may be used to establish and administer a political action committee or separate segregated fund. All proposed activities shall be submitted for the review of, and approval by, the board of directors prior to their implementation.
Noralta Acquisition
On April 2, 2018, we acquired the equity of Noralta Lodge Ltd. ("Noralta"), located in Alberta, Canada (the "Noralta Acquisition"). The total consideration, subject to adjustment in accordance with the terms of the definitive agreement, included (i) C$207.7 million (or approximately US$161.2 million) in cash, (ii) 2.7 million of our common shares, of which 1.1 million shares are held in escrow and will be released based on certain conditions related to Noralta customer contracts remaining in place, and (iii) 9,679 Class A Series 1 Preferred Shares (the “preferred shares”) with an initial liquidation preference of $96.8 million and initially convertible into 2.4 million of our common shares.
During the second quarter of 2020, $5.0 million in cash was released to us from escrow to cover certain agreed upon indemnification claims. During the first quarter of 2019, $2.1 million in cash was released to us from escrow to cover certain agreed upon indemnification claims. During the fourth quarter of 2018, $10.4 million in cash, 0.2 million common shares and 637 preferred shares were released to us, and $1.2 million in cash, 15 thousand common shares and 55 preferred shares were released to the sellers, from escrow to cover purchase price adjustments related to employee compensation cost increases. During the third quarter of 2018, $3.6 million in cash was released to us from escrow to cover purchase price adjustments related to a working capital shortfall at closing.
Holders of the preferred shares are entitled to receive a 2% annual dividend on the liquidation preference, paid quarterly in cash or, at our option, by increasing the preferred shares’ liquidation preference. The preferred shares are convertible into common shares at a conversion price of $39.60 per preferred share, subject to customary anti-dilution adjustments (the “Conversion Price”). We have the right to elect to convert the preferred shares into common shares if the 15-day volume weighted average price of the common shares is equal to or exceeds the Conversion Price. Holders of the preferred shares have the right to convert
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Corporate Governance
the preferred shares into common shares at any time after two years from the date of issuance, and the preferred shares mandatorily convert after five years from the date of issuance. The preferred shares also convert automatically into common shares upon a change of control of Civeo. We may redeem any or all of the preferred shares for cash at the liquidation preference, plus accrued and unpaid dividends. The preferred shares do not have voting rights, except as statutorily required.
In connection with closing of the Noralta Acquisition, we entered into the registration rights, lock-up and standstill agreement, dated April 2, 2018 (the “Registration Rights Agreement”), with Torgerson Family Trust (“Torgerson Trust”) and 989677 Alberta Ltd. (collectively, the “Restricted Shareholders”). Pursuant to the Registration Rights Agreement, for a period of 18 months following the closing, the Restricted Shareholders agreed not to transfer any of their common shares without our prior written consent, with certain limited exceptions for permitted transfers. Following such 18-month period, the Restricted Shareholders are permitted to transfer common shares under Rule 144 or an effective registration statement under the U.S. Securities Act of 1933 (the “Securities Act”), subject to a limitation restricting transfers during any 90-day period of more than 10% of the common shares (including common shares received upon conversion of the preferred shares) received by the Restricted Shareholders in the Acquisition. In addition, no Restricted Shareholder may transfer any common shares or preferred shares to any competitor of Civeo or any person, whether individually or as part of a group, that would then have the right to vote more than 10% of the common shares then outstanding, other than transfers in an underwritten public offering or in a market transaction pursuant to Rule 144. The Restricted Shareholders also agreed to be subject to customary standstill restrictions, including a restriction on additional purchases of common shares, and a restriction on voting common shares that limits the voting by such holders of common shares (including common shares held in escrow) in excess of 15% of the voting power of the outstanding common shares, which will be voted consistently with all other shareholders. The transfer, standstill and voting restrictions terminate at such time as the shares beneficially owned by the Restricted Shareholders no longer constitute at least 5% of our common shares then outstanding (calculated assuming conversion of all of the outstanding preferred shares) or upon a bankruptcy or change of control of Civeo.
Pursuant to the Registration Rights Agreement, we filed a shelf registration statement under the Securities Act covering the public offering of the registrable securities held by the Restricted Shareholders, which became effective on September 5, 2019. In addition, the Restricted Shareholders have customary “piggy-back” rights with respect to public offerings of common shares by Civeo.
The Registration Rights Agreement also provides that we will pay certain expenses relating to such registrations and indemnify the Restricted Shareholders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act.

    2021 Proxy Statement
25

Corporate Governance
Director Compensation
Process
Our non-employee directors receive compensation for their services on the board of directors. The Compensation Committee conducts annual reviews of director compensation, engages Mercer, LLC ("Mercer"), the Compensation Committee's independent compensation consultant, to provide market data bi-annually related to director compensation, and makes a recommendation to the board of directors regarding the form and amount of director compensation. Director compensation should be adequate to compensate directors for their time and effort expended in satisfying their obligations. The Compensation Committee will, however, consider that directors' independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect form of compensation to) a director or an organization with which the director is affiliated.
Directors who are also our employees do not receive a retainer or fees for service on our board of directors or any committees. Accordingly, Mr. Dodson, a director of Civeo and Civeo’s President and Chief Executive Officer, does not receive director compensation.
The table below summarizes the components of compensation paid by Civeo to non-employee directors:
ComponentNon-Employee Director Compensation
Annual Cash Retainer (1)
$65,000
Annual Equity Retainer (2) (3)
Stock award equal to $125,000
Chair of the Board Retainer (4)
Annual retainer of $75,000, paid quarterly 50% in cash and 50% in fully vested common shares
Committee Chair Annual Cash RetainerAudit - $27,500
Compensation - $23,000
Nominating and Corporate Governance - $18,000
Finance and Investment - $18,000
Committee Member Annual Cash RetainerAudit - $18,000
Compensation - $13,000
Nominating and Corporate Governance - $13,000
Finance and Investment - $13,000
1.Effective as of April 1, 2020, in light of the then current market environment including the near term outlook for oil and gas activity, the non-employee directors voluntarily agreed to an annual retainer reduction to $52,000, a 20% reduction, effective as of April 1, 2020. The retainers were reinstated to $65,000 as of January 1, 2021.
2.Newly elected non-employee directors receive restricted stock awards valued at $125,000 after their initial appointment. In addition, non-employee directors who have served for not less than six months receive additional restricted stock awards valued at $125,000 at each annual shareholders’ meeting after which they continue to serve. The non-employee directors’ restricted stock awards are valued on the award date based on the closing share price and vest on the earlier of one year from the date of grant or the next annual shareholders’ meeting date following the date of grant.
Commencing with annual grants made in 2019, our non-employee directors were permitted to elect to receive their annual restricted stock award in the form of deferred shares, which vest on the earlier of one year from the date of grant or the next annual shareholders’ meeting date following the date of grant, subject to continued service through such date; however, settlement of such deferred shares is deferred until the director’s separation from service.
3.Effective as of April 1, 2020, in light of the Company's then current stock price and the desire to limit shareholder dilution, the non-employee directors replaced the annual stock award for 2020 with an additional cash retainer of $100,000, which will be paid on the date of the 2021 annual shareholders’ meeting. The annual stock awards are expected to be reinstated at the 2021 annual shareholders meeting.
4.Effective as of April 1, 2020, in light of the then current market environment including the near term outlook for oil and gas activity, Mr. Navarre also voluntarily agreed to reduce the additional Chair retainer to $60,000, a 20% reduction, to be paid quarterly 100% in cash, effective as of April 1, 2020. The retainer was reinstated to $75,000 as of January 1, 2021.
All of our directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of our board of directors or committees and for other reasonable expenses related to the performance of their duties as directors, including attendance at pertinent continuing education programs and training. Additionally, we purchase and maintain directors' and officers' liability insurance for, and provide indemnification to, each member of our board of directors.
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Corporate Governance
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 Nominating and Corporate Governance Committee annually reviews compliance with share ownership guidelines.
Director Compensation Table
The table below summarizes the compensation paid by Civeo to non-employee directors for the fiscal year ended December 31, 2020:
NameFees Earned or
Paid in Cash
Share
Awards
(1)
Total
Richard A. Navarre$122,625 $9,419 $132,044 
C. Ronald Blankenship$104,250 $— $104,250 
Martin A. Lambert$91,250 $— $91,250 
Constance B. Moore$95,750 $— $95,750 
Charles Szalkowski$91,250 $— $91,250 
Timothy O. Wall$81,250 $— $81,250 
(1)The amounts in the “Share Awards” column reflect the aggregate grant date fair value of restricted stock awards granted in 2020 calculated in accordance with FASB ASC Topic 718—Stock Compensation. Please see Note 18 to the notes to consolidated financial statements included in Item 8 of Civeo’s Annual Report on Form 10-K for the year ended December 31, 2020 for information regarding the assumptions relied upon for this calculation. Pursuant to FASB ASC Topic 718—Stock Compensation, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts reflect our future accounting expense for these awards, and do not necessarily correspond to the actual value that will be recognized by the directors. Mr. Navarre’s share award total includes $9.419 of Civeo common shares as part of his fees as Chair of the Board, which vested on the grant date. As of December 31, 2020, none of the directors held unvested equity awards.

Share Ownership Guidelines
Non-employee directors are subject to Civeo’s share ownership guidelines pursuant to which they are expected to retain shares from restricted stock awards, after payment of applicable taxes, valued at five times the annual retainer amount until retirement or until leaving the board of directors. Once the ownership guideline is established for a director and communicated, the director has five years to attain the targeted level of ownership. All directors are expected to be in compliance with the guidelines within the five-year period for compliance.
As of March 24, 2021, all non-employee directors were in compliance with the guidelines as demonstrated in the chart below:
Ownership in SharesCompliance
Y/N
Non-employee directorsTarget OwnershipCurrent Holdings
Richard A. Navarre18,678 27,176 Yes
C. Ronald Blankenship18,678 21,297 Yes
Martin A. Lambert18,678 82,666 Yes
Constance B. Moore18,678 22,240 Yes
Charles Szalkowski18,678 21,338 Yes
Timothy O. Wall12,311 13,355 Yes
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Executive Officers
Our named executive officers are:
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Bradley J. Dodson, 47
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.
He holds a M.B.A. degree from The University of Texas at Austin and a B.A. degree in economics from Duke University.

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Carolyn J. Stone, 48
Senior Vice President, Chief Financial Officer and Treasurer
Background:
Carolyn J. Stone has been Senior Vice President, Chief Financial Officer and Treasurer of Civeo since November 2019. Prior to her appointment, Carolyn served as Chief Accounting Officer since May 2019 and Vice President, Controller and Corporate Secretary of Civeo since May 2014. From April 2014 to May 2014, Ms. Stone was a consultant to Oil States. Ms. Stone served as Executive Vice President and Chief Financial Officer of Synagro Technologies Inc ("Synagro") from March 2012 to September 2013. In April 2013, Synagro and various affiliates filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. Prior to joining Synagro, Ms. Stone was at Dynegy Inc. from November 2001 until March 2012. She served as Senior Vice President and Chief Accounting Officer of Dynegy Inc. from July 2011 and Senior Vice President and Treasurer from March 2009 until July 2011. From November 2001 until March 2009, Ms. Stone held positions of increasing responsibility within the accounting department at Dynegy. Prior to joining Dynegy, Ms. Stone served in the accounting and auditing practice at PricewaterhouseCoopers LLP from 1995 to 2001.
Ms. Stone received a Bachelor of Business Administration degree and a Master of Professional Accounting degree from the University of Texas. She is a Certified Public Accountant.

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Executive Officers
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Peter L. McCann, 52
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.

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Allan D. Schoening, 62
Senior Vice President, Canada
Background:
Allan D. Schoening has served as Senior Vice President, Canada since November 2018. Prior to his appointment, Mr. Schoening served as Senior Vice President, Corporate Affairs of Civeo since June 2017. From April 2014 to May 2017, he served as Senior Vice President, Human Resources & Health, Safety and Environment of Civeo. From June 2012 to April 2014, Mr. Schoening served as Senior Director and then Vice President, Human Resources and Health, Safety and Environment for PTI Group Inc., a subsidiary of Oil States. From June 2009 to May 2012, Mr. Schoening was self-employed as an independent business consultant. Prior to 2009, Mr. Schoening was based in London, England where he served as Senior Vice President for Katanga Mining Limited, a Canadian listed mining company with operations in Africa, for the period from 2005 to 2009. From 1995 to 2004, Mr. Schoening served in senior and executive management positions with Barrick Gold Corporation and Kinross Gold. Mr. Schoening’s career also includes domestic and international assignments with the completions division of Schlumberger Limited.
Mr. Schoening holds a B.A., Psychology (Spec.) from the University of Alberta.

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Executive Compensation
PROPOSAL 2
Advisory Vote to Approve Executive Compensation
We are asking that you vote for approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement, commonly referred to as a “Say-on-Pay” proposal. As approved by our shareholders at the 2015 annual meeting, consistent with our board of director’s recommendation, we are submitting this proposal for a non-binding vote on an annual basis, and accordingly, unless our board of directors changes its policy, our next Say-on-Pay vote after the annual general meeting is expected to be held at the Company’s 2022 annual meeting of shareholders.
Section 14A of the Exchange Act requires us to provide an advisory shareholder vote to approve the compensation of our named executive officers, as such compensation is disclosed pursuant to the disclosure rules of the SEC. Accordingly, we are providing our shareholders with the opportunity to cast an advisory vote to approve the compensation of our named executive officers as disclosed in this proxy statement, including under “Compensation Discussion and Analysis” and the tables and narrative that follow.
We are requesting your nonbinding vote on the following resolution:
“RESOLVED, that the shareholders approve, on a non-binding, advisory basis, the compensation of Civeo’s named executive officers as disclosed in Civeo’s proxy statement for its 2021 annual general meeting of shareholders, pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the executive compensation tables and the accompanying narrative discussion.”
As an advisory resolution, our shareholders’ vote on this proposal is not binding on the board of directors or us. The board of directors could, if it concluded it was in our best interests to do so, choose not to follow or address the outcome of the advisory resolution. Decisions regarding the compensation and benefits of our named executive officers remain with our board of directors and the Compensation Committee. We expect, however, that the Compensation Committee will review the voting results on this proposal and give consideration to the outcome when making future decisions regarding compensation of our named executive officers.
Civeo’s board of directors recommends a vote “FOR” the adoption, on a non-binding, advisory basis, of the resolution approving the compensation of our named executive officers. The persons named in the accompanying proxy intend to vote such proxy FOR the approval of this proposal, unless a contrary choice or abstention is set forth therein or unless such proxy is subject to a broker non-vote with respect to this proposal.

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Executive Compensation
Compensation Discussion and Analysis
In this section, we describe and discuss our executive compensation program, including the objectives and elements of compensation, as well as determinations made by the Compensation Committee of the board of directors regarding the compensation of our named executive officers ("NEO") for 2020. Our NEO’s for 2020 were:
Bradley J. Dodson, President and Chief Executive Officer;
Carolyn J. Stone, Senior Vice President, Chief Financial Officer and Treasurer;
Peter L. McCann, Senior Vice President, Australia; and
Allan D. Schoening, Senior Vice President, Canada.
Executive Overview
Civeo achieved its safety, operational, strategic and financial goals in 2020 while successfully navigating the COVID-19 pandemic and the global downturn in the oil market. The pandemic caused significant dislocations and demand destruction in the global oil market, negatively impacting our North American customers’ operations and spending, and therefore our occupancy. Our Canadian operations experienced a 32% decline in billed rooms in 2020 compared to 2019. In order to keep our locations open and operating, as well as keep our guests and employees safe, we implemented strict safety protocols. These measures include stringent screening for all individuals that enter our facilities, strict social distancing practices, enhanced cleaning and deep sanitization, the suspension of all nonessential employee travel, and work-from-home policies.
Despite these headwinds, Civeo’s strategy remained unchanged: operate safely, generate free cash flow and reduce our leverage. In addition to improving our global safety performance in 2020 compared to 2019, we exceeded our 2020 Adjusted EBITDA budget by 12.1%, generated $111 million of free cash flow, reduced total debt by $108 million and reduced our leverage ratio to 2.11 times. The Company’s resilient performance was the result of the global collaboration and leadership of Civeo’s executive, operational and safety teams. The Compensation Committee considered each and all of these achievements to be extraordinary given the 2020 pandemic business environment in which they were accomplished.
Specific 2020 Accomplishments
From an operational standpoint, the Company’s primary focus in 2020 was, and continues to be, the safety and wellbeing of our guests and employees. Operationally, Mr. Dodson and our global leadership team’s effective operations in an unprecedented environment included the following:
Developed, implemented and maintained global protocols to mitigate the transmission of the COVID-19 virus in our locations;
Reacted quickly and definitively to the decline in North American occupancy due to the oil macroeconomic environment, reducing overhead and SG&A costs for 2020 by approximately $7.8 million, or 26%, from 2019;
Successfully integrated the Action Catering acquisition in Australia, including expanding Action’s revenues in 2020 by approximately A$87 million compared to 2019;
Profitably executed on the Company’s contracts related to LNGC Canada and Coastal Gaslink Pipeline projects; and
Continued strong safety performance across all regions, resulting in a full year aggregate Total Recordable Incident Rate ("TRIR") of 0.45, compared to 0.56 in 2019.
The Company’s strategic and financial focus remained the same in 2020 as it was in 2019: continue to focus on free cash flow generation and debt reduction. Significant financial achievements in 2020 included:
Exceeded the Company’s consolidated Adjusted EBITDA budget by 12.1%; the Company’s Adjusted EBITDA budget was approved by Civeo’s Board in December 2019 and was unadjusted for the impact of the pandemic;
Generated $111 million of free cash flow;
Reduced total debt by $108 million;
Decreased our leverage ratio to 2.11 times at December 31, 2020 from 2.98 times at December 31, 2019;
Exceeded the divisional EBITDA budget in both Canada and Australia;
Extended key client contracts in both Canada and Australia, including four key contracts for the Action Catering business in Australia with expected total revenues of A$135 million;
Extended the maturity of all our outstanding debt by 18 months to May 2023; and
Achieved relative total shareholder returns in 2020 in the top quartile compared to our compensation peer group.
Considering the 2020 market environment, in April, Mr. Dodson voluntarily reduced his annualized salary to $600,000, a 20% reduction from his then current salary, with a corresponding reduction to his 2020 target AICP, effective as of April 2, 2020. Effective January 1, 2021, the Compensation Committee returned Mr. Dodson’s annualized salary to previously targeted level of $750,000.

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Executive Compensation
Our Approach to Compensation
Compensation Governance
In keeping with our commitment to strong governance standards across our business, our executive compensation governance framework is built around the following:
A Compensation Committee comprised of individuals with deep relevant business experience, all of whom have served previously as chief executive officers of energy or real estate related companies. All members of the Compensation Committee are independent in accordance with NYSE listing standards;
A clearly defined decision-making framework and delegation of authority that ensures all material compensation decisions for section 16 officers are made solely by the Compensation Committee, whose priority is to ensure our policies and procedures allow Civeo to attract, reward and retain executives who are focused on delivering long-term results for shareholders; and
Clearly defined compensation policies structured to accommodate circumstances that are characteristic of a cyclical industry sector.
CEO and NEO Compensation Mix
This section outlines each of the components of our compensation program. Compensation decisions specific to our named executive officers for 2020 for each of these components are discussed in greater detail following this section. Overall compensation consists of base salary, annual performance incentive awards and long-term incentive awards.

Base
Salary
Annual Incentive Compensation
Plan ("AICP")
Long-Term
Incentive Plan ("LTIP")
Base salary recognizes the job being performed and the value of that job in the competitive market. Base salary must be sufficient to attract and retain the executive talent necessary for our success and provides an element of compensation that is not at risk to avoid fluctuations in compensation that could distract our executives from the performance of their responsibilities.The key objective of Civeo’s AICP is to reward the achievement of defined annual financial and safety objectives and to incentivize employee activities that will continually improve Civeo, both on a business unit and company-wide basis.Civeo’s LTIP, established under the Equity Participation Plan ("EPP"), is designed to provide an additional incentive to executives to grow shareholder value through ownership of Civeo common shares or incentive awards directly linked to Civeo’s share price and to support our efforts to attract and retain highly qualified executives to grow and develop Civeo in our competitive and cyclical industry.

Our Variable Compensation Performance Metrics and Their Relation to Our Strategy
Performance MetricsHow The Performance Metrics Tie to Our Strategy
Adjusted EBITDA
Adjusted EBITDA is widely recognized as a primary valuation and comparable financial metric used in the industry and, for this reason, was selected as an appropriate financial metric for 2020.
Total Recordable Incident Rate ("TRIR")TRIR is a globally recognized measure of safety performance. Safety is one of Civeo's core values and therefore it is an important measure of Company performance.
Relative Total Shareholder Return ("TSR")Relative TSR is a valuable metric to assess performance against our peer group over a performance period. This allows the company to ensure we are aligned with shareholder interests.
Adjusted EBITDA
Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") is a non-GAAP financial measure that is defined as net income plus interest, taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP financial measure that is defined as EBITDA adjusted to exclude impairment charges and certain other items. Please see the Appendix for a reconciliation of Adjusted EBITDA to GAAP. Adjustments to EBITDA under the AICP also reflect one-time, unanticipated financial events incurred following approval of the 2020 budget, including unbudgeted variability in stock-based compensation expense, changes in foreign exchange rates and certain other unbudgeted costs (approved by the board of directors). The AICP adjustments to EBITDA in 2020 were consistent with past practices; none of these adjustments were related to the COVID-19 pandemic.
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Executive Compensation
Highlights of 2020 Performance and Impact on Executive Compensation
Despite continuing headwinds faced by the energy sector throughout 2020, a number of significant financial and operational objectives were successfully completed through Mr. Dodson’s leadership. On the financial front, we continued to strengthen our balance sheet and reduce our leverage, a highlight not broadly seen across our sector. In particular, during 2020 we achieved the following:
Reduced total debt by $108 million from December 31, 2019 to December 31, 2020Decreased our leverage ratio to 2.11 times at December 31, 2020, from 2.98 times at December 31, 2019Generated strong free cash flow of $111 million during the year
Extended maturity of current credit agreement by18 months to May 30, 2023Achieved relative TSR in the top quartile compared to our compensation peer group
The Company achieve continuing improvements in a number of areas of the business including the following:
Executed on the Coastal Gaslink Pipeline ("CGL") contract, on-time and on-budgetIncreased integrated services revenues by A$87 million with contract renewals in Australia
Room nights increased by 15% in Australia in 2020Continued strong safety performance across all regions, resulting in a 2020 Global TRIR of 0.45
ADJUSTED EBITDA
(in millions)
TOTAL RECORDABLE
INCIDENT RATE
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Note: Please see the Appendix for a reconciliation of Adjusted EBITDA to GAAP.
CIVEO'S RELATIVE OUTPERFORMANCE
(The amount Civeo's TSR outperformed the Oilfield Service Index and Peer Group)
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-pg3_barchartxciveorelation.jpg
Note: Please see details of the peer groups over these time periods on page 37. Although TSR was negative for Civeo, the PHLX Oil Service Index and the 2020 Peer Group, Civeo outperformed the broad index and peer group over the one, three and five year periods.
    2021 Proxy Statement
33

Executive Compensation

Shareholder Engagement and Changes to the Compensation Program
Throughout the year, we meet with our shareholders to solicit their feedback on our performance, capital structure and pay plans as well as to share our perspective. Members of the board of directors and management engaged with shareholders holding over 50% of the company’s fully diluted shares in May, June, July and September 2020 regarding compensation practices, dilution related to the Company’s EPP and the Company’s capital structure. In addition, the Company’s management maintains routine dialogue with its investors regarding operations, strategy, total leverage and quarterly financial results. Throughout 2020, management engaged with shareholders holding over 69% of the company’s fully diluted shares.
In May 2020, in response to shareholder engagement and the committee’s continuing efforts to instill best practices, the Compensation Committee made the following changes to the Company’s AICP and LTIP. We believe the following changes further align and directly link our executive compensation program with the Company’s performance and will be in the best interests of the Company’s shareholders:
With the Company’s stated focus on generating cash flow and reducing leverage, the Compensation Committee changed the financial metric under the AICP from EBITDA to free cash flow for 2021. Historically, the target AICP for the Company’s CEO and CFO was weighted 80% to EBITDA and 20% to safety. In 2021, this weighting was changed to 80% free cash flow and 20% safety. The performance goals for the Company’s other NEOs were also similarly revised to include a cash flow metric.
For 2021 and subsequent grants, the Compensation Committee has committed to cap all future performance shares at 100% payout (Target) if Civeo's relative TSR over the performance period is negative, irrespective of relative performance.
The Compensation Committee has committed that all future performance share grants will require relative TSR at the 55th percentile to achieve a target payout. In previous performance share grants, relative TSR at the 50th percentile would result in a target payout.
Executives are required to maintain minimum share ownership levels (as disclosed on page 47 of the Proxy Statement). The Compensation Committee has also adopted a holding period requirement subsequent to vesting of Civeo shares granted as long-term compensation for the NEOs. NEOs must hold at least 50% of the net vested Civeo shares (after tax withholding) for 12 months after the date of vesting.
Finally, based on shareholder concerns regarding dilution, we did not issue any equity under the EPP in 2020 and directors did not receive Civeo shares as a portion of their compensation.

Say-On-Pay Vote
At our 2020 annual meeting, we obtained 88.45% approval by our shareholders casting votes on our Say-on-Pay proposal (excluding abstentions). Our Compensation Committee considered this high level of support in making its compensation-related decisions in 2020, and did not make any specific changes to our compensation program subsequent to the final say-on-pay vote.
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Executive Compensation
Executive Compensation Best Practices
The following table lists key policies and practices of our executive compensation program, which we believe align the interests of management with those of our shareholders and are best practices in compensation and governance.
What We Do
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What We Don’t Do
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_47.jpg Use an independent consultant to ensure overall executive compensation is market competitive
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_47.jpg Balanced executive pay mix including long-term incentives, 50% of which are generally performance-based for NEO's, at-risk compensation in relation to share price performance
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_47.jpg Rigorous performance measures for executive compensation each year, whether absolute or relative, and set performance goals that we believe are reasonable in light of market conditions
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_47.jpg Maximum award levels as a cap on performance incentives. Beginning in 2021, there is a cap all future performance shares at 100% payout (Target), if Civeo's relative TSR over the performance period is negative, irrespective of relative performance
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_47.jpg Civeo's clawback policy allows the Company to recoup incentive-based compensation in the case of a significant or material financial restatement, or a restatement resulting from fraud or other misconduct
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_47.jpg Share ownership policy that requires NEOs to hold at least 50% of the net vested Civeo shares (after tax withholding) for 12 months after the date of vesting
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_122.jpg Buying or selling puts, calls or options in respect of our securities, or pledging shares (including holding shares in a margin account) by directors and officers
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_122.jpg Excise tax gross-ups in any executive or change of control agreement entered into following our spin-off from Oil States International in May 2014
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_122.jpg Severance multipliers in excess of 3x
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_122.jpg Liberal share recycling in our long-term incentive plan
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_122.jpg Repricing of stock options or stock appreciation rights without shareholder approval
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_122.jpg Single-trigger vesting of equity awards upon a change of control
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-image_122.jpg Unreasonably long terms for options
We expect that over time, the governance landscape will continue to evolve and require both refinement of existing policies and adoption of new ones. Our Compensation Committee is committed to staying current with evolving governance standards and, where it feels that changes are warranted, to respond accordingly.
Design and Structure of Executive Compensation
Our Business and Our Compensation Philosophy
Civeo’s philosophy regarding its executive compensation programs for named executive officers is to provide a comprehensive and competitive total compensation program with the following objectives:
To attract, motivate, reward and retain executives with the experience and talent to achieve our short-term goals and objectives and successfully execute our longer-term strategic plans
To reinforce the linkage between individual performance of executives and business results
To align the interests of executives with the long-term interests of our shareholders
To ensure compensation does not promote overly conservative actions nor excessive risk taking
Civeo’s total compensation program uses a combination of base salary, annual performance incentives and long-term equity-based incentives to achieve the four objectives described above. We target peer group median pay levels for all components of executive compensation; however, when warranted in the discretion of the Compensation Committee, awards above or below median levels of our peer group may be approved.




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Executive Compensation

Peer Group and Benchmarking
The Compensation Committee, with the assistance of Mercer, uses a peer group of companies with similar customers and activity drivers to Civeo to benchmark executive compensation. The peer group includes companies serving oil and gas, mining and other natural resource companies. These peers typically will be exposed to the cyclical nature of the natural resources market that impacts Civeo’s business and financial results.

The primary review and selection criteria for the peer group includes the following: revenue size, market value, enterprise value, number of employees, business/operational characteristics and geographic footprint. The graphic below summarizes the 2020 peer group based on these metrics* (US dollars in millions).

25th Percentile
Median
75th Percentile
 
REVENUE
(in millions)
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-pg50_peergroupandbenchmarkc.jpg
 
MARKET VALUE
(in millions)
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-pg50_peergroupandbenchmark.jpg
ENTERPRISE VALUE
(in millions)
https://cdn.kscope.io/aeebc03634b6e3a0f1bb4475d57cd1ac-pg50_peergroupandbenchmarka.jpg
ASSETS
(in millions)
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*Financial information at the time the peer group was reviewed in October 2019.















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Executive Compensation
COMPENSATION PEER GROUP
In late 2019, Mercer reviewed Civeo’s peer group of companies used for 2020 benchmarking purposes to assess the ongoing competitiveness and suitability of Civeo’s compensation programs and practices. Following that review, Mercer recommended that Pioneer Energy Services Corp. be removed as a result of its delisting from the NYSE. Further, Mercer recommended that Quintana Energy Services Inc. be added to the peer group based on its serving the oil and gas industry and comparability with other companies in the peer group. The Compensation Committee approved these changes to the peer group, and it was used by the Compensation Committee for compensation evaluation purposes for 2020.

2019
Basic Energy Services Inc.
Black Diamond Group Ltd.
Dexterra Group
Exterran Corp.
Forum Energy Technologies Inc.
Matrix Service Company
Newpark Resources Inc.
Nine Energy Service, Inc.
Oil States International Inc.
Pioneer Energy Services Corp.
Precision Drilling Corp.
Select Energy Services, Inc.
Source Energy Services Ltd.
STEP Energy Services Ltd.
TETRA Technologies Inc.
Total Energy Services Inc.
Unit Corp.
Pioneer Energy Services Corp.+Quintana Energy Services Inc.
2020
Basic Energy Services Inc.
Black Diamond Group Ltd.
Dexterra Group
Exterran Corp.
Forum Energy Technologies Inc.
Matrix Service Company
Newpark Resources Inc.
Nine Energy Service, Inc.
Oil States International Inc.
Precision Drilling Corp.
Quintana Energy Services Inc.
Select Energy Services, Inc.
Source Energy Services Ltd.
STEP Energy Services Ltd.
TETRA Technologies Inc.
Total Energy Services Inc.
Unit Corp.
Basic Energy Services Inc.
Quintana Energy Services Inc.
Source Energy Services Ltd.
STEP Energy Services Ltd.
Unit Corp.
+
Badger Daylighting Ltd.
Enerflex Ltd.
McGrath RentCorp
North American Construction Group
Target Hospitality Corp.
2021
Badger Daylighting Ltd.
Black Diamond Group Limited
Dexterra Group
Enerflex Ltd.
Exterran Corporation
Forum Energy Technologies, Inc.
Matrix Service Company
McGrath RentCorp
Newpark Resources, Inc.
Nine Energy Service, Inc.
North American Construction Group
Oil States International, Inc.
Precision Drilling Corporation
Select Energy Services, Inc.
Target Hospitality Corp.
TETRA Technologies, Inc.
Total Energy Services Inc.

2021 Peer Group
In late 2020, Mercer reviewed Civeo’s peer group of companies used for benchmarking purposes to assess the ongoing competitiveness and suitability of Civeo’s compensation programs and practices. Following that review, Mercer recommended that Unit Corp. and Quintana Energy Services Inc. be removed as both companies were taken private. Further, Mercer recommended removing Basic Energy Services, STEP Energy Services and Source Energy Services as a result of its significantly lower small market capitalization. Further, Mercer recommended that Badger Daylighting Ltd., Enerflex Ltd., McGrath RentCorp, North American Construction Group and Target Hospitality Corp. be added to the peer group based on most of the added companies serving the oil and gas industry and their comparability with other companies in the peer group. The Compensation Committee approved these changes to the peer group, and it was determined that, unless otherwise determined in subsequent peer group evaluations, this new peer group is intended to be used by the Compensation Committee for compensation evaluation purposes for 2021.
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37

Executive Compensation

Compensation and Risk Management
Civeo’s compensation programs have been designed to (i) promote financial, operational and organizational growth, while giving due consideration to broader enterprise risk management issues and (ii) maintain a balance between short and long-term incentive compensation, company growth, shareholder returns and risk. The Compensation Committee, in its sole discretion, retains full authority to adjust any aspect of Civeo’s compensation programs.
Our Compensation Committee has reviewed our compensation policies and believes that our policies do not encourage excessive or unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. The Compensation Committee performs this assessment annually.
Our compensation philosophy and culture support the use of base salary, certain performance-based compensation plans and benefit programs that are generally uniform in design and operation in the markets where we operate. These compensation policies and practices are centrally designed and administered by the Compensation Committee. The following specific factors, in particular, reduce the likelihood of excessive risk-taking:
Our overall executive compensation levels are competitive with the market, based on information provided by the Compensation Committee’s independent consultant, Mercer and reviewed by the Compensation Committee;
Our executive compensation mix is balanced among (i) fixed components including salary and benefits, (ii) capped annual incentives that reward our overall financial and operating performance and (iii) long-term incentives, 50% of which are generally performance-based for named executive officers, to more closely tie executive compensation to shareholder interests and to provide for a substantial portion of at-risk compensation in relation to share price performance;
We implement what our Compensation Committee believes to be rigorous performance measures for executive compensation each year, whether absolute or relative, and set performance goals that we believe are reasonable in light of market conditions; and
We have established maximum award levels as a cap on performance incentives. Beginning in 2021, the Compensation Committee capped all future performance shares at 100% payout (Target), if Civeo’s relative TSR over the performance period is negative, irrespective of relative performance.
In summary, although a portion of the compensation provided to our named executive officers is based on our overall performance or division performance, we believe our compensation programs do not encourage excessive or unnecessary risk-taking by our named executive officers (or other employees) because these programs are designed to encourage employees to remain focused on both our short and long-term operational, financial and safety goals. In addition, we believe that our share ownership, hedging and clawback policies also mitigate risk.
Compensation Program Components
This section outlines each of the components of our compensation program. Compensation decisions specific to our named executive officers for 2020 for each of these components are discussed in greater detail under 2020 Executive Compensation. Overall compensation consists of base salary, annual performance incentive awards and long-term incentive awards.
Base Salary
Base salaries form the foundation of Civeo’s compensation program. Base salary recognizes the job being performed and the value of that job in the competitive market. Base salary must be sufficient to attract and retain the executive talent necessary for our success and provides an element of compensation that is not at risk to avoid fluctuations in compensation that could distract our executives from the performance of their responsibilities. Base salaries for named executive officers are reviewed annually by the Compensation Committee and, where deemed appropriate, adjusted to reflect competitive market conditions, as well as other internal factors, including performance, seniority, internal equity and changes to job scope and responsibility. In general, base salaries are targeted at median levels compared to comparable positions within the peer group but vary from this reference point when and where deemed appropriate by the Compensation Committee.
In light of the market environment in early 2020, including the near term outlook for oil and gas activity, Mr. Dodson volunteered for a 20% interim annualized salary reduction to $600,000, with a corresponding reduction to his potential bonus under the AICP for 2020, effective as of April 2, 2020. In addition, Mr. Schoening and Ms. Stone both agreed to reduce their base salaries from April 2, 2020 through September 30, 2020 by 10%, with a corresponding decrease to their potential bonuses under the AICP. Mr. Schoening and Ms. Stone both received increases to their base salaries on October 1, 2020 to return to the base salary in place prior to the reduction. No reductions to Mr. McCann’s salary or target AICP were made in 2020.
Base salaries, as in effect on December 31, 2020, and target AICP levels for 2020, are set forth below for each named executive officer. The base salary for Mr. Dodson reflects a reduced salary for the majority of 2020. Mr. Dodson's salary was returned to $750,000 in January 2021.
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Executive Compensation
Name
Position (December 31, 2020)
Base Salary
(USD)
Target AICP
Bradley J. DodsonPresident and Chief Executive Officer$600,000 100 %
Carolyn J. StoneSenior Vice President, Chief Financial Officer and Treasurer$340,000 60 %
Peter L. McCannSenior Vice President, Australia$300,411 65 %
Allan D. SchoeningSenior Vice President, Canada$354,493 60 %
Annual Incentive Compensation Plan
The key objective of Civeo’s AICP is to reward the achievement of defined annual financial and safety objectives and to incentivize employee activities that will continually improve Civeo, both on a business unit and company-wide basis. Awards made under the AICP are designed to represent a material component of target total cash compensation for our named executive officers.
Under the AICP, the Compensation Committee establishes an incentive target, expressed as a percent of base salary, for each executive officer based upon, among other factors including geographic market differences, the Compensation Committee’s review of publicly available competitive compensation data for each position, level of responsibility and ability to impact or influence business results. For 2020, achieving results which exceeded a minimum, or threshold, level of performance triggered an AICP payout. Performance results at or below threshold (i.e., typically achieving a percentage less than 85% of the related AICP performance objective) results in no AICP award. A target award is earned when an executive achieves 100% of his or her budgeted safety and financial performance objectives. Overachievement is when performance results are above 100% of budgeted safety and financial performance, with the maximum being 120%. Where performance results fall between the threshold and target level, a pro rata percentage of the target amount is paid out. Where performance results fall between the target and overachievement level, 100-200% of the target amount is paid out proportionately.

RELATIONSHIP BETWEEN BASE SALARY, TARGET AICP AND MAXIMUM AICP AWARD
Named Executive OfficerTarget AICP
(% of base salary)
ThresholdTargetMaximum
Bradley J. Dodson100%No AICP awardEarned when an executive achieves 100% of his or her budgeted safety and financial performance objectivesEarned when performance results are above 100% of budgeted safety and financial performance, with the maximum being 120%
Carolyn J. Stone60%
Peter L. McCann65%
Allan D. Schoening60%

The performance metrics for our AICP consist of financial metrics, typically budgeted EBITDA, as adjusted where deemed appropriate by the Compensation Committee, and safety performance.
The maximum AICP overachievement percentage permitted under the AICP is capped at two times the target level to mitigate the potential for excessive risk taking.
At the beginning of each year, our Compensation Committee is responsible for reviewing and recommending for approval by our board of directors, quantifiable corporate performance objectives, including those specific to our Chief Executive Officer. At the end of each year, the Compensation Committee reviews Civeo’s performance results, as well as incentive awards to be paid to each NEO and, in aggregate, to other AICP participants. In its sole discretion, the Compensation Committee interprets all provisions of the AICP and has authority to make positive or negative adjustments in individual, business unit or Civeo’s consolidated results.
The following performance metrics formed the basis for annual incentive award determinations for our named executive officers for 2020:
Financial PerformanceSafety
Performance
Name
Position (December 31, 2020)
CorporateDivision
Bradley J. DodsonPresident and Chief Executive Officer80%n/a20%
Carolyn J. StoneSenior Vice President, Chief Financial Officer and Treasurer80%n/a20%
Peter L. McCannSenior Vice President, Australia40%40%20%
Allan D. SchoeningSenior Vice President, Canada40%40%20%



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39

Executive Compensation
For AICP purposes in 2020, performance metrics consisted of one financial metric, budgeted EBITDA, and one metric based on safety performance as measured by the TRIR. Consistent with industry and regulatory standards, the calculation of TRIR is based on the number of recordable safety incidents per 200,000 hours worked. The following entry, target, and over-achievement performance goals were used for determining payouts for our named executive officers under the 2020 AICP (dollars in millions):
EntryTargetOver AchievementActual Achievement
Consolidated EBITDA Targets (in USD)$85.9 $101.1 $121.3 $113.3 
Division EBITDA Targets
   Canada (in CAD)$72.5 $85.3 $102.4 $88.5 
   Australia (in AUD)$71.5 $84.1 $101.0 $106.9 
Global TRIR Targets1.060.880.700.45

The 2020 EBITDA target of $101.1 million was lower than the 2019 EBITDA target of $113.0 million and the 2019 actual EBITDA achievement of $114.6 million due to:
Decreased U.S. drilling and completion activity experienced in the second half of 2019 and forecasted for 2020;
Lower Canadian turnaround activity expected for 2020, particularly when compared to actual turnaround activity in the second half of 2019; and
Changes in exchange rates.
These items were partially offset by higher expected occupancy in the Company’s Bowen Basin villages and the full year inclusion of the Action Catering business acquired in July 2019.
Adjustments to EBITDA under the AICP for 2020 reflected one-time, unanticipated financial events incurred following approval of the 2020 budget. For 2020, specific adjustments included impairment expenses, expenses related to unbudgeted variability in stock-based compensation expense, changes in foreign exchange rates, transaction related costs and certain other costs. The adjustments to EBITDA in 2020 were consistent with past practices; none of these adjustments were related to the COVID-19 pandemic.
The 2020 safety TRIR target of 0.88 was higher than the 2019 target of 0.60 and 2019 actual TRIR of 0.56 primarily due to the acquisition of the Action Catering business in July 2019. Since the Action acquisition was not completed until July 2019, the Action business was not included in the 2019 safety target. Including the Action business in the 2020 target increased the global TRIR target.
In 2020, the following performance results under the AICP were considered for award determination purposes:
Consolidated Adjusted EBITDA of USD $113.3 million (112.1% of budget);
Adjusted EBITDA for our Canadian division of CAD $88.5 million (103.8% of budget);
Adjusted EBITDA for our Australian division of AUD $106.9 million (127.1% of budget); and
TRIR safety performance achievement of 200% payout for Consolidated; 200% payout for Canada, 200% payout for the United States and 200% payout for Australia.
Based on these results, the following AICP payouts were approved by the Compensation Committee. These payouts are stated in U.S. dollars. Mr. McCann’s bonus, which is paid out in Australian dollars, has been converted to U.S. dollars below at an exchange rate of $0.6906 U.S. dollar per Australian dollar, the average exchange rate for 2020. Mr. Schoening’s bonus, which is paid out in Canadian dollars, has been converted to U.S. dollars below at an exchange rate of $0.7463 U.S. dollar per Canadian dollar, the average exchange rate for 2020.
Business PerformanceTotal AICP Payout
NamePositionFinancialSafety$% of Target
Bradley J. DodsonPresident and Chief Executive Officer$811,725 $253,000 $1,064,725 168 %
Carolyn J. StoneSenior Vice President, Chief Financial Officer and Treasurer$249,017 $77,614 $326,631 168 %
Peter L. McCannSenior Vice President, Australia$279,815 $77,636 $357,451 184 %
Allan D. SchoeningSenior Vice President, Canada$225,620 $80,922 $306,542 152 %



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Executive Compensation
Long-Term Incentive Plan
Civeo’s LTIP, established under the EPP, is designed to provide an additional incentive to executives to grow shareholder value through ownership of Civeo common shares or incentive awards directly linked to Civeo’s share price and to support our efforts to attract and retain highly qualified executives to grow and develop Civeo in our highly competitive and cyclical industry. The EPP provides for the grant of any combination of restricted share awards, restricted share units, performance awards, dividend equivalents, phantom share awards, deferred share awards, share payments or options. Broadly speaking, we award three types of long-term incentives to balance liquidity and dilution considerations and to ensure we deliver tax effective incentives to plan participants. These awards may be cash or share settled, depending on their type. For 2020, all named executive officers received equity awards made up of 50% time-based phantom units and 50% cliff-vested cash-based awards. All long-term incentive awards made to employees are generally subject to a three-year vesting period, with time-based awards vesting equally each year from date of grant and cash-based awards vesting on the third anniversary of the grant. All awards are subject to the approval of our Compensation Committee.
In determining the value of award levels, the ratio of long-term incentives as a percentage of base salary is considered relative to a range of factors including market competitiveness, internal equity and individual performance. Generally, long-term incentive award values increase with position responsibility and are intended to comprise a larger component of an executive’s total direct compensation as his or her responsibility increases.
For 2020, Civeo granted a combination of phantom share units and cash-based awards as long-term incentives to its named executive officers and other key employees. The value of awards made to individuals in this group took into consideration the following factors:
Corporate, business unit and individual performance;
Competitive market practice;
Executive retention;
Impact of awards and quantum of awards on dilution and liquidity; and
Tax considerations in the U.S., Canada and Australia.
LTIP awards approved by the Compensation Committee were made at levels consistent with past practices.
NamePositionPhantom
Share
Units
Time-Vested Cash
Retainer ($)
Stock Price at
Date of Grant
($)
Valuation(1)
Bradley J. DodsonPresident and Chief Executive Officer79,309 1,256,251 $15.84$2,512,506 
Carolyn J. StoneSenior Vice President, Chief Financial Officer and Treasurer16,099 255,000 $15.84$510,008 
Peter L. McCannSenior Vice President, Australia11,246 178,133 $15.84$356,270 
Allan D. SchoeningSenior Vice President, Canada16,924 268,079 $15.84$536,155 
(1)This column shows the full grant date fair value of the phantom share units and time-vested cash retainer as computed under FASB ASC Topic 718—Stock Compensation and granted to the named executive officers during 2020. Generally, the grant date fair value is the amount that Civeo would expense in its financial statements over the vesting schedule of the awards. For purposes of the phantom share units, the value in this column is based upon the closing stock price on date of grant. See Note 18 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020 for additional detail regarding assumptions underlying the value of these awards.

Cash-Based Awards
Previously, we have granted performance-based share awards to our named executive officers. However, in 2020, given the number of shares available under the EPP, the Company's stock price at the time and feedback from the Company’s largest investors regarding potential dilution, the Compensation Committee determined that it was in the best interest of Civeo's shareholders not to issue share awards to NEOs or other employees. Named executive officers received a cash-based retainer in lieu of a performance award totaling approximately $2.0 million. The award vests and will be paid in 2023 to those participants still employed with the Company. If performance shares had been granted in 2020, the current economic value of those performance shares, as of March 24, 2021, would be approximately 166% of the cash retainer value at target performance without considering any outperformance by the Company under relative TSR and financial metrics of contemplated 2020 performance share grants.




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Executive Compensation

Performance Share Award Programs
Historically, our Performance Share Award Program has been comprised of the following key elements listed below. We have returned to a more traditional Performance Share Awards Program design for 2021.
 
Performance metricPerformance periodParticipants
Relative TSR (compared against our defined peer group)
 
Three years
 
All named executive officers and other senior management
 
 
 
VestingAward amountPayout
Cliff vesting
Comprises 50% of a named executive officer’s LTIP, as determined by the Compensation Committee
Settled in either cash or shares, or a combination of both, at the discretion of the Compensation Committee
 
Calculation of our relative TSR is conducted by a third party designated by the Compensation Committee following completion of the three-year performance cycle. Performance share awards granted in 2018 and 2019 will be earned in amounts between 0% and 200% of the participant’s target performance share award, based on the payout percentage associated with Civeo’s percentile performance among the peer group.
If the performance metric yields a payout percentage of 0%, participants will not earn any performance shares for the applicable three-year performance period. Calculation of relative TSR includes all dividends paid over the performance cycle. Between the quartiles, linear interpolation is used for the actual percentile performance. Beginning in 2021, the Compensation Committee has committed to cap all future performance shares at 100% payout (Target), if Civeo’s total shareholder return over the performance period is negative, irrespective of relative performance.

PSA TIMELINE
FY18FY19FY20FY21FY22
FY18 PSAYear 1Year 2Year 3
FY19 PSAYear 1Year 2Year 3

All performance share awards have been approved by the Compensation Committee and the board of directors. For 2019, Mercer was engaged to calculate Civeo’s ranking in regards to the performance awards that were issued in February 2016. For those 2016 performance share awards that vested in February 2019, Civeo was the highest ranked TSR in the group and therefore, a payout of 200% of target was approved. For 2020, Mercer was engaged to calculate Civeo’s ranking in regards to the performance awards that were issued in February 2017. For those 2017 performance share awards that vested in February 2020, Civeo was the 4th ranked TSR in the group and therefore, a payout of 175% of target was approved.
All long-term incentive awards under the EPP are expensed in a manner to comply with Financial Accounting Standards Board, Accounting Standards Codification, Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718—Stock Compensation”). Except in special circumstances, long-term incentive awards are made to participants in these plans annually.

Chief Executive Officer Compensation for 2020
During its evaluation of Mr. Dodson’s compensation, the Compensation Committee reviewed (i) performance against the 2020 business plan, (ii) TSR performance against a group of peer companies, (iii) pay levels and compensation trends at peer group companies and (iv) progress against the Company’s strategic plan.
In addition to performance information that supports compensation levels that is included in the proxy statement, the Company provides additional information in the Annual Report on Form 10-K including a performance graph that reflects the company’s relative stock performance against the S&P 500, PHLX Oil Services Sector, the prior peer group and the current peer group to assist shareholders and proxy advisors as they consider a “Say on Pay” analysis. The performance graph covers a five-year period with the first year being 2015.
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Executive Compensation

The following graphic provides information about equity and non-equity awards granted to Mr. Dodson in 2020. Phantom share units and a time-vested cash retainer are included in the LTIP Awarded category below.

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Other Compensation
Benefit Plans
Civeo’s employee benefit plans are designed from a market competitive perspective with the objective of attracting and retaining talented employees. The Compensation Committee conducts periodic reviews of Civeo’s employee benefit plans to ensure the plans meet these objectives and where, in the Compensation Committee’s sole discretion, the Compensation Committee believes changes to these plans are warranted, the Compensation Committee will authorize such changes.
Civeo’s health and welfare benefits are provided to all North American employees, including U.S. and Canada-based executives. These benefits include comprehensive coverage for medical, prescription drug, vision and dental expenses, as well as life insurance, long-term disability, accidental death and dismemberment, business travel, employee assistance and flexible spending accounts. Contributions for these benefits, except the flexible spending account program, are based on a cost-sharing model between the employee and Civeo and are the same for employees and executives. In Australia, health benefits are provided through the government funded program.
Retirement Plans
Civeo offers a defined contribution 401(k) retirement plan to all of its U.S. employees, including its U.S.-based executives. Those participating in the plan can make contributions from their base salaries and cash incentive compensation up to annual limits defined by the IRS. Civeo makes matching contributions under this plan on the first 6% of the participant’s compensation, providing 100% match on the employee’s contribution up to 4% of his or her compensation and a 50% match on the employee’s contribution up to an additional 2% of the employee’s compensation. A similar defined contribution plan, which uses the same contribution formula, is in place in Canada and is structured pursuant to regulations established by the Canadian Revenue Agency. In Australia, employees and executives must contribute 9.5% of base salary (to an annual capped limit established by the Australia Taxation Office) to a superannuation fund administered by the Government.
Other Perquisites and Personal Benefits
In general, Civeo does not offer to any executive perquisites or other personal benefits with an aggregate annual value over $10,000. Some executives are provided paid club memberships, which are used for business purposes.
Dual employment contract provisions for Mr. Dodson provide for income tax preparation services to satisfy his annual filing obligations and for tax equalization for pro rata compensation earned in Canada.






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43

Executive Compensation
Procedures for Determining Compensation
Executive Compensation Decision-Making and Approval Process
All executive compensation decisions for named executive officers are made on behalf of Civeo solely by the Compensation Committee. Where appropriate, the Compensation Committee engages Mercer to research and make recommendations on issues considered important to executive compensation, as well to provide the Compensation Committee with insights on evolving compensation trends in relevant industry sectors.
Role of Executive Officers
The Compensation Committee consults our Chief Executive Officer in its determination of compensation matters related to the Company's designated Section 16 officers. The Chief Executive Officer makes recommendations to the Compensation Committee on matters such as salary adjustments, target annual incentive opportunities and the value of long-term incentive awards. In making his recommendations, the Chief Executive Officer considers such factors as experience level, individual performance, overall contribution to company performance and market data for similar positions. The Compensation Committee takes the Chief Executive Officer’s recommendations under advisement; however, the Compensation Committee makes all final decisions regarding such compensation matters. Our Chief Executive Officer’s compensation is reviewed annually and determined solely by the Compensation Committee, giving due consideration to performance against goals and objectives and other factors the Compensation Committee deems appropriate.
Role of Compensation Consultant
The Compensation Committee engages Mercer as its independent compensation consultant. Subsequent to its initial engagement of Mercer, the Compensation Committee has reviewed and confirmed its selection of Mercer on an annual basis.
Mercer’s role is to advise the Compensation Committee on matters relating to executive compensation and to help guide, develop and implement our executive compensation programs. Mercer reports directly to the Compensation Committee, and any requests management may have of Mercer throughout the course of its engagement must be approved by the Compensation Committee before any work is undertaken. Mercer has performed work for Civeo outside of the scope of its engagement by the Compensation Committee, but the Compensation Committee reviews and approves all such assignments to ensure that the independence of its compensation consultant is not compromised. The Compensation Committee conducted a review of its relationship with Mercer in 2020 and determined that Mercer’s work for the Compensation Committee did not raise any conflicts of interest or independence concerns, consistent with the guidance provided under the Dodd-Frank Act and by the SEC and NYSE. In making this determination, the Compensation Committee noted that during 2020:
Mercer did not provide any services to Civeo or management other than services requested by or with the approval of the Compensation Committee;
Mercer maintains a conflicts policy, which was provided to the Compensation Committee, with specific policies and procedures designed to ensure independence;
Fees paid to Mercer by Civeo during 2020 were less than 1% of Mercer’s total revenue;
None of the Mercer consultants working on matters with us had any business or personal relationship with Compensation Committee members (other than in connection with working on matters with us);
None of the Mercer consultants working on matters with us (or any consultants at Mercer) had any business or personal relationship with any of our executive officers; and
None of the Mercer consultants working on matters with us own our common shares.
Since 2015, the Compensation Committee also annually approved the engagement of Mercer to provide benefits consulting services to Civeo. The decision to engage the consultant for these additional services was recommended by management, but approved by the Compensation Committee. During 2020, fees paid to Mercer in the form of commissions by our Canadian insurer and retirement plan fund manager totaled $23,052 and $15,264, respectively, for benefits consulting services provided to our Canadian operations. During 2020, fees paid to Mercer in the form of commission by our U.S. insurers and retirement plan administrator totaled $114,774 and $28,044, respectively, for consulting services provided to our U.S. operations. In the opinion of the Compensation Committee, the scale of these fees ($181,134 in the aggregate) does not compromise Mercer’s independence with regards to executive and director compensation advisory services it provides directly to the Compensation Committee. This independence is and will continue to be monitored on an ongoing basis. Fees paid to Mercer for compensation consulting services to the Compensation Committee totaled $55,109 in 2020.
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Executive Compensation
Other Items
Executive and Change of Control Agreements
Civeo maintains Executive Agreements with Messrs. Dodson and McCann and Change of Control Agreements with Mr. Schoening and Ms. Stone. These agreements are not considered long-term employment agreements and as such, U.S. executives are employed “at will” by Civeo. The agreements provide protection in the event of a qualified termination, which is defined as an (i) involuntary termination of the executive officer by Civeo other than for “Cause” or (ii) a voluntary termination by the executive for “Good Reason” during a specified period of time after a corporate “Change of Control” (as defined in each agreement) of Civeo. The triggering events were selected due to the executive not having complete control in either of these circumstances. Executives exercise control over their circumstances when they resign voluntarily without Good Reason or are terminated for Cause. As a result, these events do not trigger any payments.
The Change of Control provisions under both types of agreements are intended to encourage continued employment by Civeo of its executive officers and minimize distractions around related uncertainties and risks created by a proposed Change of Control. Unlike “single-trigger” arrangements that pay out immediately upon a change of control, Civeo’s agreements require a “double-trigger” (i.e., a change of control along with a qualifying loss of employment). Where a qualified termination occurs during the protection period following a Change of Control, the agreements provide for a lump-sum payment to the executive officer based on the executive’s base salary and target annual incentive amount in place on the date of termination. Under the terms of their Executive Agreements, Messrs. Dodson and McCann are each entitled to receive a lump-sum payment equal to two times their base salary and target annual incentive amount if a qualified termination occurs during the 18-month (or 24-month for Mr. Dodson) protection period following a Change of Control. Where a qualified termination occurs outside the protection period following a Change of Control, Messrs. Dodson and McCann will be entitled to receive a lump-sum payment equal to one year’s base salary and target annual bonus amount as well as other benefits described below. Under the terms of Mr. Schoening’s Change of Control Agreement, he is entitled to receive a lump-sum payment equal to 2 times his base salary and annual incentive amount if a qualified termination occurs during the 18-month period following a Change of Control. Ms. Stone’s Change of Control Agreement entitles her to receive a lump-sum payment equal to 1.75 times her base salary and target annual incentive amount if a qualified termination occurs during the 18-month period following a Change of Control. Where a qualified termination occurs outside of the protection period following a Change of Control, Mr. Schoening and Ms. Stone and are not entitled to receive any severance payments or benefits.
In addition, the agreements provide that all restricted stock awards, restricted share units, performance shares, deferred shares, phantom units, options and other equity-based awards will vest immediately, that all restrictions on such awards will lapse upon a Change of Control and a qualified termination and that outstanding options will remain exercisable for a period of 90 days. The executive officer will also be entitled to (A) in the case of Messrs. Dodson and Schoening and Ms. Stone, health benefits until the earlier of (i) 36 months (in the case of Mr. Dodson) or 12 months (in the case of Mr. Schoening and Ms. Stone) and (ii) the date the executive began receiving comparable benefits from a subsequent employer, (B) in the case of Messrs. Dodson, and Schoening and Ms. Stone, vesting of all employer contributions to our 401(k) plan to the extent not already vested and (C) for each named executive officer, outplacement services equal to a maximum of 15% of the executive’s salary at the time of termination until the earliest to occur of (i) December 31 of the second calendar year following the year of termination and (ii) the date the executive accepts subsequent employment. The executive agreement entered into with Mr. Dodson while employed by Oil States International Inc. entitled Mr. Dodson to be made whole for any excise taxes incurred with respect to severance payments that were in excess of the limits set forth under the Internal Revenue Code. No excise tax gross-up protection is available to Mr. McCann, Mr. Schoening or Ms. Stone. See “Potential Payments Under Termination or Change of Control” in this proxy statement for additional disclosures of severance and Change of Control payments for named executive officers.
Civeo’s Executive Agreements have a term of three years, Mr. Schoening and Ms. Stone’s Change of Control Agreements have a term of two years and each of the agreements are extended automatically for one additional day on a daily basis, unless notice of non-extension is served by the board of directors. Where notice is served, the agreement will terminate on the third anniversary, or the second anniversary in the case of Mr. Schoening and Ms. Stone, of the date notice was given. To receive benefits under the Executive Agreement or Change of Control Agreement, the executive officer is required to execute a release of all claims against Civeo.
For additional information on non-change of control severance payments available under the Executive Agreements as well as additional information on these benefits, see the section entitled “Potential Payments Upon Termination or Change of Control” below.
In the event a change of control of Civeo occurs prior to the end of a performance period, the payout percentage will be determined by the Compensation Committee as if the date of the change of control were the last day of the performance period. In determining the payout percentage, the performance multiplier to be applied will be the percentile performance which is attained through the date of change of control. Payout of performance share awards will be made following the completion of the performance period subject to the participant’s continued employment through the end of the performance period. Should, however, the participant’s employment be terminated (1) by Civeo without cause or by the participant for good reason (as defined in the Performance Share Award Program) or (2) as a result of the participant’s death or disability, in either case following a change of control and prior to the payout of performance share awards, then the participant is entitled to payout of the performance share award under terms provided within the Performance Share Award Program.
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Executive Compensation

Dual Employment Contracts
Mr. Dodson is party to a dual employment contract with Canadian and U.S. legal entities of Civeo. This contract is in place to permit such executive to execute contracts and other legal agreements on behalf of entities in either jurisdiction and to work and perform cross-border services on an uninterrupted basis. The terms of this contract allocates a portion of such executive’s time to services performed in the United States and Canada provide for tax equalization payments intended to put the executive in the same position as if his employment income were all earned in the State of Texas.
Accounting and Tax Considerations
Under Section 162(m) of the Code, a limitation exists on tax deductions of any publicly-held corporation for individual compensation to certain “covered employees” of such corporation exceeding $1,000,000 in any taxable year. For taxable years beginning after December 31, 2017, the previously existing exemption from Section 162(m)’s deduction limit for certain “performance-based” compensation was repealed for all but certain grandfathered compensation arrangements that were in effect as of November 2, 2017. However, the rules and regulations promulgated under Section 162(m) are complicated and subject to change. As such, there can be no assurance that any compensation awarded prior to such date will be fully tax deductible.
All equity awards to our employees, including executive officers, and to our directors will be granted and reflected in our consolidated financial statements, based upon the applicable accounting guidance, at fair market value on the grant date in accordance with FASB ASC Topic 718—Stock Compensation.

Policies and Practices
The following are key policies and practices of our executive compensation program, which we believe align the interests of management with those of our shareholders and are best practices in compensation and governance.
Equity Awards Pricing
Civeo’s practice is to price awards at not less than the closing price on the date of grant.
Insider Trading and Hedging Policy
Civeo prohibits directors, officers and other employees from trading Civeo’s securities on the basis of or in the possession of material, non-public information or “tipping” others who may so trade on such information. In addition, the policy prohibits directors, officers and designated managers from trading in Civeo’s securities without obtaining prior approval from Civeo’s Senior Vice President, Chief Financial Officer and Treasurer. Furthermore, Civeo’s hedging policy notes that hedging transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Directors, officers and employees are prohibited from entering into any hedging transactions involving Civeo securities. Directors, officers, and employees are also prohibited from engaging in short sales or trading in options or other derivative securities related to and pledging or margining Civeo securities.
Clawback Policy
Civeo’s clawback policy allows Civeo to recoup incentive-based compensation from current or former executive officers if the consolidated financial statements of Civeo are materially restated within three years of their initial public release or filing, and the board of directors determines, in its reasonable discretion, that any current or former executive officer has engaged in intentional misconduct, and such misconduct caused or partially caused the need for such restatement. In that case, the board of directors may within 12 months after such a material restatement, require that the executive forfeit and/or return to Civeo all or a portion of the compensation vested, awarded or received under any bonus, equity or other award during the period subject to restatement and the 12-month period following the initial public release or filing of the restated financial statements. The forfeiture and/or return of compensation under the policy would be limited to any portion that the executive officer would not have received if the consolidated financial statements had been reported properly at the time of their initial public release or filing. The clawback policy would not apply to restatements following a change of control, as defined in the EPP, and the policy does not limit the ability of Civeo to otherwise pursue forfeiture or reclamation of amounts under applicable law.






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Executive Compensation
Executive Share Ownership Requirements
Civeo has established executive share ownership requirements to further align the interests of key executives with those of its shareholders. Our Executive Share Ownership Guidelines are calculated based on a multiple of the executive’s base salary, as set forth below:
Chief Executive Officer
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Other Named Executive Officers
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Other Section 16 Officers
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Executives who are covered by these guidelines have five years to reach their respective share ownership levels. On an annual basis, the Compensation Committee monitors compliance with these guidelines. As of March 24, 2021, all executive officers were in compliance with the guidelines (or, with respect to Ms. Stone, otherwise within the initial five-year period for compliance) as demonstrated in the chart below.
Ownership in SharesCompliance
Y/N
ExecutivesTarget OwnershipCurrent Holdings
Bradley J. Dodson143,678 199,226 Yes
Carolyn J. Stone39,627 36,143 Yes*
Peter L. McCann32,828 44,781 Yes
Allan D. Schoening28,017 35,036 Yes
*Within grace period for compliance.
Executive Retention and Succession Planning
The Compensation Committee is sensitive to the critical importance of key employee and executive retention, recognizing the costs, potential impacts and replacement challenges that accompany the loss of talented leadership particularly in a difficult market environment. For 2019 and 2020, executive retention was carefully considered by the Compensation Committee in arriving at its long-term incentive award determinations for our named executive officers, all of which remained consistent with our past practices.
The board of directors and Compensation Committee regularly discuss, prepare and advance the Company’s succession plan. The board of directors regularly interacts with the Company’s senior management team, including senior team members below the named executive officer level, to enhance its view of the Company’s talent pool and the necessary development needs of each high potential employee within the framework of achieving the Company’s strategic goals. In addition, in the past, the board of directors has used outside consultants to assess, benchmark and propose development plans for the Company’s high potential employees. The Company has a plan in place to address interim successor, long-term successor and development and support plans for each. This succession plan is reviewed regularly by both the board of directors and the Compensation Committee for necessary changes and the development progress of potential successors.
Independent Compensation Consultant
The Compensation Committee engaged Mercer, an independent compensation consultant, to report directly to the Compensation Committee. The Compensation Committee reviews and approves Mercer’s appointment annually. Mercer acted as independent compensation consultant for 2020 and has been approved by the Compensation Committee as its consultant for 2021.

Compensation Committee Report
The Compensation Committee has reviewed and discussed with Civeo’s management the Compensation Discussion and Analysis included in this proxy statement. Based on that review and discussion, the Compensation Committee has recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.
Respectfully submitted,
Martin A. Lambert, Chair
C. Ronald Blankenship
Constance B. Moore
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47

Executive Compensation
Executive Compensation Tables
Summary Compensation Table
The following table sets forth certain information regarding compensation paid in respect of specified periods to our named executive officers.
Name and Principal PositionYearSalary
($)
Share
Awards
($)(1)
Non-Equity
Incentive Plan
Compensation
($)(4)
All Other
Compensation
($)(5)
Total
Bradley J. Dodson
President and Chief Executive Officer
2020
$
632,500 $1,256,255 $1,064,725 $16,595 $2,970,075 
2019681,154 2,901,128 764,745 49,855 4,396,882 
2018595,385 2,599,764 214,338 24,378 3,433,865 
Carolyn J. Stone
Senior Vice President, Chief Financial Officer and Treasurer
2020$323,392 $255,008 $326,631 $12,164 
$
917,195 
2019285,125 519,605 164,191 15,161 984,082 
Peter L. McCann(2)
Senior Vice President, Australia
2020$298,419 $178,137 $357,451 $14,743 
$
848,750 
2019292,068 464,464 237,684 15,177 1,009,393 
2018314,160 535,766 167,762 16,637 1,034,325 
Allan D. Schoening(3)
Senior Vice President, Canada
2020$337,177 $268,076 $306,542 $29,825 
$
941,620 
2019358,008 666,396 227,461 20,731 1,272,596 
2018309,552 620,841 56,859 102,086 1,089,338 
(1)This column represents the dollar amounts, for years shown, of the aggregate grant date fair value of performance share, restricted stock award, restricted share unit, deferred share, and phantom share units, as applicable, granted in those years computed in accordance with FASB ASC Topic 718—Stock Compensation. Generally, the aggregate grant date fair value is the aggregate amount that Civeo expects to expense in its financial statements over the award’s vesting schedule and, for performance share awards, is based on the probable outcome of the applicable performance conditions. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts reflect Civeo’s future accounting expense for these awards and options, and do not necessarily correspond to the actual value that will be recognized by the named executive officers. See Note 18 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020 for additional detail regarding assumptions underlying the value of these awards. Cash retainers granted as part of the LTIP in 2020 are not considered “Share Awards” and, although considered 2020 compensation by the Committee, are not reflected in the Summary Compensation Table this year per SEC rules. These amounts will show up as “Bonus” compensation for 2023 when ultimately paid.
(2)Compensation reported for Mr. McCann, other than share awards, was made in Australian dollars and is reflected in this table in U.S. dollars using the average exchange rate for each year. The U.S. dollar to Australian dollar average exchange rate for 2020, 2019, and 2018 was $0.6906, $0.6954, and $0.7480 respectively.
(3)Compensation reported for Mr. Schoening, other than share awards, was made in Canadian dollars and is reflected in this table in U.S. dollars using the average exchange rate for each year. The U.S. dollar to Canadian dollar average exchange rate for 2020, 2019 and 2018 was $0.7463, $0.7537 and $0.7719 respectively.
(4)Amounts for “Non-Equity Incentive Plan Compensation” paid to each of the named executive officers were made pursuant to Civeo’s AICP and were paid in 2021, 2020 and 2019, respectively. For a description of Civeo’s plan, see “Compensation Discussion and Analysis—Compensation Program Components—Annual Incentive Compensation Plan.”
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Executive Compensation
(5)The amounts shown in the “All Other Compensation” column reflect the following for each Named Executive Officer for 2020:
Name and Principal PositionYear
Retirement
Plan Match
($)(a)
Non-Registered
Savings Plan
Match ($)(a)
Other
($)(b)
Total
Bradley J. Dodson2020$14,250 $— $2,345 $16,595 
Carolyn J. Stone2020$10,825 $— $1,339 $12,164 
Peter L. McCann2020$14,743 $— $— $14,743 
Allan D. Schoening2020$10,385 $19,440 $— $29,825 
(a)Represents the matching contributions allocated by Civeo, as applicable, to Messrs. Dodson, Schoening and Ms. Stone pursuant to the 401(k) Retirement Plan and Canadian Retirement Plan, as more fully described in “Compensation Discussion and Analysis Compensation Program Components—Retirement Plans” and “—Deferred Compensation Plan,” included herein. For Mr. McCann, represents a contribution to his Australian Superannuation fund as required by Australian law. For Mr. Schoening such amount also reflects additional contributions made to our Canadian Non-Registered Savings Plan in excess of contribution limits applicable to the Canadian Retirement Plan under the Canadian Tax Act.
(b)The amounts shown in the “Other” column for Mr. Dodson include $2,345 in imputed income attributable to life insurance benefits and — in Canadian taxes paid by Civeo in relation to his Dual Employment contract. The amounts shown in the “Other column for Ms. Stone include $1,339 in imputed income attributable to life insurance benefits.
Grants of Plan Based Awards for 2020
The following table provides information about equity and non-equity awards granted to our named executive officers in 2020.


Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(2)
Grant
Date
Fair Value
of Stock
Awards
($)(3)
NameAward TypeGrant
Date
Threshold
($)
Target
($)
Maximum
($)
 
Bradley J. Dodson
AICP$$750,000 $1,500,000 
Phantom Units2/25/202079,309 $1,256,255 
Carolyn J. Stone
AICP$$204,000 $408,000 
Phantom Units2/25/202016,099 $255,008 
Peter L. McCann(4)
AICP$$195,267 $390,534 
Phantom Units2/25/202011,246 $178,137 
Allan D. Schoening(5)
AICP$$212,696 $425,392 
Phantom Units2/25/202016,924 $268,076 
(1)The amounts shown in the columns “Threshold”, “Target” and “Maximum” reflect the threshold, target and overachievement levels of bonus payable under the AICP (see discussion in “Compensation Discussion and Analysis—Compensation Program Components—Annual Incentive Compensation Plan”), which is based on an executive’s base salary paid during the year multiplied by the executive’s applicable bonus percentage for that level. The base salary used in this table is the base salary in effect as of December 31, 2020; however, actual awards are calculated based on a participant’s eligible AICP earnings paid in the year. Performance results at or below the threshold level percentage of performance targets established under the AICP will result in no payments being made under the AICP.
(2)The amounts included in the “All Other Stock Awards” column reflect phantom unit awards that vest annually at a rate of one-third per year on each of the first three anniversaries of the grant date.
(3)This column shows the full grant date fair value of performance share awards (at target performance, which was the probable outcome of the performance conditions as of the grant date) and phantom unit awards computed under FASB ASC Topic 718—Stock Compensation and granted to the named executive officers during 2020. Generally, the full grant date fair value is the amount that Civeo would expense in its financial statements over the vesting schedule of the awards. See Note 18 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020 for additional detail regarding assumptions underlying the value of these awards.
(4)Mr. McCann’s AICP award amounts were paid in Australian dollars and are reflected in this table in U.S. dollars using an average exchange rate for 2020 of $0.6906 U.S. dollar per Australian dollar.
(5)Mr. Schoening’s AICP award amounts were paid in Canadian dollars and are reflected in this table in U.S. dollars using an average exchange rate for 2020 of $0.7463 U.S. dollar per Canadian dollar.


    2021 Proxy Statement
49

Executive Compensation
Outstanding Equity Awards at 2020 Fiscal Year End
The following table provides information on the holdings of options and share awards by our named executive officers as of December 31, 2020. The market value of the share awards is based on the closing market price of Civeo’s common shares as of December 31, 2020, which was $13.90. The chart below excludes 6,121 options, with exercise prices ranging from $197.16 to $262.44, held by Mr. Dodson as of December 31, 2020 which were subsequently canceled in 2021 without remuneration to Mr. Dodson.
Share Awards
NameNumber of Shares or Units of Stock that Have Not Vested
(#)
Market Value of Shares or
Units of Stock that Have Not Vested
($)
Equity Incentive Plan
Awards: Number of
Unearned Shares or Units of Stock that
Have Not Vested
(#)
Equity Incentive Plan
Awards: Market Value of
Unearned Shares or Units of
Stock that Have Not Vested ($)
Bradley J. Dodson8,359 (1)$116,190 
25,747 (3)$357,883 
79,309 (5)$1,102,395 
50,150 (2)$697,085 
77,240 (4)$1,073,636 
Carolyn J. Stone1,684 (1)$23,408 
4,611 (3)$64,093 
16,099 (5)$223,776 
10,104 (2)$140,446 
13,834 (4)$192,293 
Peter L. McCann1,723 (1)$23,950 
4,122 (3)$57,296 
11,246 (5)$156,319 
10,336 (2)$143,670 
12,366 (4)$171,887 
 
Allan D. Schoening1,996 (1)$27,744 
5,914 (3)$82,205 
16,924 (5)$235,244 
11,976 (2)$166,466 
17,742 (4)$246,614 
(1)Restricted share award, restricted share unit award or deferred share award of February 20, 2018 that vests at the rate of 33.33% per year, with vesting dates of February 20, 2019, February 20, 2020 and February 20, 2021.
(2)Performance share award of February 20, 2018 that vests on February 20, 2021, which is reported assuming maximum level achievement of the relative TSR performance metric. The maximum level was used as the previous fiscal year’s performance exceeded the target level, thus requiring disclosure of the maximum level.
(3)Phantom share units award of February 25, 2019 that vests at the rate of 33.33% per year, with vesting dates of February 25, 2020, February 25, 2021 and February 25, 2022.
(4)Performance share award of February 25, 2019 that vests on February 25, 2022, which is reported assuming maximum level achievement of the relative TSR performance metric. The maximum level was used as the previous fiscal year’s performance exceeded the target level, thus requiring disclosure of the maximum level.
(5)Phantom share units award of February 25, 2020 that vests at the rate of 33.33% per year, with vesting dates of February 25, 2021, February 25, 2022 and February 25, 2023.
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Executive Compensation
Options Exercised and Shares Vested
The following table provides information for our named executive officers for the period from January 1, 2020 to December 31, 2020 regarding the number of our common shares acquired upon the vesting of share awards and the value realized, each before payment of any applicable withholding tax. Reported values for the stock awards were calculated based on the number of share awards vesting multiplied by closing share price on the date of vesting.
Option AwardsStock Awards
NameNumber of Shares
Acquired on Exercise
(#)
Pre-tax Value
Realized on Exercise
($)
 Number of Shares
Acquired on Vesting
(#)
Pre-tax Value
Realized on Vesting
($)
Bradley J. Dodson$63,207 $1,075,686 
Carolyn J. Stone$14,741 $251,808 
Peter L. McCann$14,490 $247,833 
Allan D. Schoening$15,865 $270,368 
Non-Qualified Deferred Compensation
Civeo maintains a non-qualified style of plan in Canada in which Mr. Schoening is a participant. The investment alternatives available under the Canadian non-qualified deferred compensation plan during 2020 were the same mutual funds available to all employees under Civeo’s Group RRSP/DPSP Retirement Plan. Selection of these funds are at the discretion of the executive. Payout terms, withdrawals and other distributions are made at the discretion of the executive subject to corresponding plan terms and conditions.
Detailed below is 2020 activity in the Canadian non-qualified Deferred Compensation Plan for Mr. Schoening. All amounts listed below for Mr. Schoening have been converted to U.S. dollars an exchange rate of $0.7463. Messrs. Dodson and McCann and Ms. Stone did not participate in this plan or any other non-qualified deferred compensation plan during 2020.
Name
Executive
Contributions in
Last Fiscal Year
($)(1)
Registrant
Contribution in
Last Fiscal Year
($)(2)
Aggregate Earnings
(Loss) in Last
Fiscal Year
($)(3)
Aggregate
Withdrawals/
Distributions
($)
Aggregate Balance
At Last Fiscal
Year End
($)
Allan D. Schoening$25,629 $19,440 $20,397 — $196,510 
(1)All contribution amounts for the last fiscal year reported in this table are also included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table for 2020.
(2)The $19,440 reported for Mr. Schoening in this column is also included in the “All Other Compensation” column of the Summary Compensation Table for 2020.
(3)This column represents net unrealized appreciation, loss, dividends and distributions for Mr. Schoening for mutual fund investments for 2020 associated with investments held in the Deferred Compensation Plan.

    2021 Proxy Statement
51

Executive Compensation
Potential Payments upon Termination or Change of Control
The table below reflects the amount of compensation that would be payable to Messrs. Dodson, Schoening, McCann and Ms. Stone in the event of a qualified termination, which is defined as (i) an involuntary termination of the executive officer by Civeo other than for “Cause” or (ii) either an involuntary termination other than for “Cause” or a voluntary termination by the executive for “Good Reason,” in each case, during a specified period of time after a “Change of Control” of Civeo. The table below also reflects the amount of compensation that would be payable to Messrs. Dodson and McCann in the event of a qualified termination not in connection with a “Change of Control” (as defined in their Executive Agreements). Mr. Schoening’s and Ms. Stone’s Change of Control Agreements do not provide for any severance benefits on a termination prior to a Change of Control. The scope and terms of compensation due to each named executive officer upon non-change of control voluntary terminations, early retirement, retirement, for “Cause” termination and in the event of disability or death of the executive are the same as for all salaried employees. The amounts shown in the table assume that such qualified termination was effective as of December 30, 2020 and, therefore, include compensation earned through such time and are estimates of the amounts which would be paid out to the executives upon their terminations. The actual amounts to be paid can only be determined at the time of such executive’s separation from Civeo. For a discussion of the terms of the Executive and Change of Control Agreements, see “Compensation Discussion and Analysis—Executive and Change of Control Agreements.”
For purposes of the Executive Agreements, “Cause” generally includes conviction of or guilty plea to a felony, dishonesty or breach of trust, commission of any act of theft, embezzlement or fraud regardless of criminal conviction, continued failure to devote substantially all of the executive’s business time to our affairs or unauthorized disclosure of our confidential information. “Good Reason” includes material reduction in the executive’s authorities, duties or responsibilities, material reduction in the executive’s compensation and benefits, failure of a successor to assume the agreement or a relocation of executive’s principal place of employment more than 50 miles from its previous location.
“Change of Control” includes (i) any person acquiring beneficial ownership of 35% or more of the combined voting power of our capital stock, (ii) turnover of a majority of the board of directors unless such turnover is approved by incumbent directors, (iii) any merger unless our shareholders own at least 50% of the combined voting power of the surviving parent company’s capital stock following the merger, (iv) shareholder approval of a complete liquidation or (v) sale of all or substantially all of our assets.
Equity Awards
Civeo’s option agreements provide that, in the event of an employee’s disability, retirement or death, outstanding unvested options will become fully vested and will be exercisable for a period of one year following the employee’s date of termination due to disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), retirement (on or after attainment of age 65 or, with the Civeo Compensation Committee’s express written consent, on or after the age of 55) or death. Civeo restricted share unit, restricted stock award, phantom unit award, and deferred share agreements provide that awards would become fully vested on (i) the date a Change of Control occurs or (ii) the termination of an employee’s employment due to his death or a disability that entitles the employee to receive benefits under a long term disability plan of Civeo. All outstanding awards would fully vest following a Change of Control where such awards are not assumed or converted following Change of Control. Civeo’s performance share awards provide that in the event a Change of Control occurs prior to the end of a performance period, the payout percentage will be determined by the Compensation Committee as if the date of Change of Control is the last day of the performance period. In determining payout percentage, the performance metric to be applied will be rank, which is attained through the date of Change of Control. Payout of performance awards will be made following the completion of the performance period subject to the executive’s continued employment through the end of the performance period. Should, however, the executive’s employment be terminated (1) by Civeo without Cause (as defined above) or by the executive for Good Reason (as defined above) or (2) as a result of the executive’s death or disability, in either case following a Change of Control (as defined above) and prior to the payout of performance share awards, the executive is entitled to payout of the performance share awards under the terms provided within the performance share award program.

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Executive Compensation
Quantification of Payments
Shown in the table below are potential payments upon the assumed (i) involuntary not for Cause termination of the named executive officer by Civeo on December 31, 2020, other than during the 24-month period following a Change of Control ("NFC" in table below), (ii) involuntary not for Cause termination or termination by the named executive officer for “Good Reason,” in either case, during the 24-month period (for Mr. Dodson) or 18-month period (in the case of Messrs. McCann or Schoening or Ms. Stone) following a Change of Control, occurring as of December 31, 2020 ("CIC"in the table below), or (iii) termination as a result of death, disability, or qualifying retirement on December 31, 2020, ("DDR" in the table below). None of Mr. Dodson’s potential payments as of December 31, 2020 would trigger a gross-up payment for excise taxes that would be reimbursed under his Executive Agreement.
Bradley J. DodsonCarolyn J. Stone
NFCCICDDRNFCCICDDR
Benefits and Payments due on Separation
Compensation
Cash Severance$1,500,000$3,000,000$952,000 
Stock Options(1)
Stock Awards(1)
$2,461,829 $2,461,829 $2,461,829 $477,646 $477,646
      Restricted Cash Award(6)
$1,256,251 $1,256,251 $1,256,251 $255,000 $255,000 
Benefits & Perquisites
Health & Welfare Benefits(2)
$50,533 $$75,800 $$50,533 
Outplacement Assistance(3)
$$112,500 $$51,000 
Tax Gross-Upn/an/a
Total$5,268,613 $6,906,380 $3,718,080 $$1,786,179 $732,646 
 
Allan D. Schoening(5)
Peter L. McCann(4)
NFCCICDDRNFCCICDDR
Compensation
Cash Severance$1,134,376$495,678 $991,356 
Stock Options(1)
Stock Awards(1)
$551,733 $551,733 $176,544$395,344 $395,344 
      Restricted Cash Award