cveo-20240401
0001590584PRE 14AFALSE00015905842023-01-012023-12-31iso4217:USD00015905842022-01-012022-12-3100015905842021-01-012021-12-3100015905842020-01-012020-12-310001590584ecd:PeoMembercveo:EquityAwardsGrantedDuringTheYearMember2023-01-012023-12-310001590584ecd:PeoMembercveo:EquityAwardsGrantedDuringTheYearUnvestedMember2023-01-012023-12-310001590584ecd:PeoMembercveo:EquityAwardsGrantedInPriorYearsMember2023-01-012023-12-310001590584ecd:PeoMembercveo:EquityAwardsGrantedInPriorYearsVestedMember2023-01-012023-12-310001590584ecd:NonPeoNeoMembercveo:EquityAwardsGrantedDuringTheYearMember2023-01-012023-12-310001590584cveo:EquityAwardsGrantedDuringTheYearUnvestedMemberecd:NonPeoNeoMember2023-01-012023-12-310001590584ecd:NonPeoNeoMembercveo:EquityAwardsGrantedInPriorYearsMember2023-01-012023-12-310001590584ecd:NonPeoNeoMembercveo:EquityAwardsGrantedInPriorYearsVestedMember2023-01-012023-12-31000159058412023-01-012023-12-31000159058422023-01-012023-12-31000159058432023-01-012023-12-31000159058442023-01-012023-12-31


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)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.





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PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION
Notice of Annual Meeting of Shareholders
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DATE AND TIME
May 15, 2024 (Wednesday)
9:00 a.m., Houston, Texas time
LOCATION
Virtually www.virtualshareholdermeeting.com/CVEO2024, where you will be able to listen to the meeting live, submit questions, and vote.
RECORD DATE
Only shareholders of record at the close of business on March 18, 2024 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 three 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 2027 annual general meeting of shareholders
FOR” each director nominee
Page 9
2To approve, on an advisory basis, the compensation of Civeo’s named executive officers
FOR
Page 31
3.
To ratify the appointment of Ernst & Young LLP as Civeo’s independent registered public accounting firm for the year ending December 31, 2024 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 2024
FOR
Page 59
4.To approve an amendment to Civeo's Articles to declassify Civeo's board of directors and phase-in annual director elections (the "Declassification Amendment")
FOR
Page 62
5.
To approve an amendment to Civeo's Articles to remove the existing special rights and restrictions attaching to the Class A Series 1 Preferred Shares and return the shares constituting such series to the general pool of preferred shares of such series (the "Preferred Share Amendment")
FOR
Page 64
Shareholders will also conduct any other business as may properly come before the annual general meeting or any adjournment or postponement thereof. 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 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 68 of the accompanying proxy statement.
By order of the board of directors,

LaTosha N. Fraley
Corporate Secretary
Houston, Texas
April __, 2024
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 15, 2024: A COPY OF THIS PROXY STATEMENT, PROXY VOTING CARD AND THE CIVEO 2023 ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.



Table of Contents
Proxy Statement Summary
Company Overview
2023 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
Pay Versus Performance Disclosure
Audit Matters
PROPOSAL 3 
Ratification of Auditors
Audit Fee Disclosure
Pre-Approval Policy
Audit Committee Report
PROPOSAL 4 
Approval of an Amendment to the Articles to Declassify the Board and Phase-In Annual Elections
PROPOSAL 5
Approval of an Amendment to the Articles to Eliminate the Terms of the Class A Series 1 Preferred Shares
Security Ownership of Management and Certain Beneficial Owners
Additional Information
General Information about the Annual General Meeting
Future Shareholder Proposals
Householding



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 2024 annual general meeting of shareholders (the “annual general meeting”), which will be held online at www.virtualshareholdermeeting.com/CVEO2024 on May 15, 2024 at 9:00 a.m., local time. The annual general meeting will be held by virtual means only, and shareholders will not be able to attend the meeting in person. During the annual general meeting, shareholders will have the opportunity to vote on the proposals to elect the following three persons as Class I members of Civeo’s board of directors: C. Ronald Blankenship, Michael Montelongo and Charles Szalkowski, each for a term of three years ending at the 2027 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, 2024 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 2024 (the “Auditor Proposal”); to approve an amendment to Civeo's Articles to declassify Civeo's board of directors and phase-in annual director elections (the "Declassification Amendment"); to approve an amendment to Civeo's Articles to remove the existing special rights and restrictions attaching to the Class A Series 1 Preferred Shares and return the shares constituting such series to the general pool of preferred shares of such series (the "Preferred Share Amendment") 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 2023 annual report is expected to be April 16, 2024.
Only shareholders of record at the close of business on March 18, 2024 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 18, 2024, we had 14,658,743 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 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 2023 financial performance. For more information, please review our 2023 Annual Report on Form 10-K and the other sections of this proxy statement.

    2023 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, catering and food service, 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 and Australia.
GROSS PROFIT BY ACTIVITY DRIVER
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Global steel demand drives demand for met coal and iron ore, which are the primary commodities we serve in Australia.
CANADA – 52% OF 2023 REVENUE
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15 lodges with approximately 17,000 rooms
Primary driver is oil sands production and activity
Growth from Canadian LNG development
AUSTRALIA – 48% OF 2023 REVENUE
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8 owned villages with approximately 9,000 rooms
Primary drivers are met coal and iron ore production and activity
Growing presence in Western and South Australia managing customer assets
Also serve gold, lithium, copper and LNG projects
2
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Proxy Statement Summary
2023 Performance Highlights
Despite continuing headwinds faced by the energy sector throughout 2023, we successfully completed a number of significant financial and operational objectives. We continued to strengthen our balance sheet, reduce our leverage, and return capital to shareholders through share repurchases and the initiation of a quarterly dividend while navigating a challenging economic landscape. In particular, during 2023 we achieved the following:
Reduced total debt by $66 million from December 31, 2022 to December 31, 2023
Decreased our net leverage ratio to 0.6 times at December 31, 2023, from 1.1 times at December 31, 2022
Generated $97 million of Operating Cash Flow during the year
Returned 23% of the Company's 2023 free cash flow to shareholders through share repurchases and dividendsInitiated a regular quarterly dividend of $0.25 per share as part the Company's updated capital allocation strategy
The Company achieved continuing improvements in a number of areas of the business including the following:
Successfully sold McClelland Lake Lodge assets for $36 millionSecured a 5-year contract award in our Australia owned-villages valued at approximately A$337 million
Continued strong safety performance across all regions, resulting in a 2023 Global TRIR of 0.45, considerably better than the U.S. accommodation industry average of 4.1Overall revenues increased 21% in Australia in 2023

AICP EBITDA
(in millions)
TOTAL RECORDABLE
INCIDENT RATE
NET LEVERAGE RATIO
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Note: EBITDA, AICP EBITDA and net leverage ratio are non-GAAP financial measures. Please see Appendix B for a reconciliation of each measure to the most directly comparable measures of financial performance calculated under GAAP.


    2023 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
ACCCESGNCFIC
Class I Directors Whose Terms Expire at the 2024 Annual General Meeting of Shareholders
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C. Ronald Blankenship Independent
Former President and Chief Executive Officer, Verde Realty
742014
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Michael Montelongo Independent
President and Chief Executive Officer, GRC Advisory Services LLC
682021
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Charles Szalkowski Independent
Former Partner and General Counsel, Baker Botts L.L.P.
752014
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Class II Directors Whose Terms Expire at the 2025 Annual General Meeting of Shareholders
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Richard A. Navarre Independent https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_0.jpg
632014
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Former President and Chief Executive Officer, Covia Corporation
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Martin A. Lambert Independent
Former Chief Executive Officer, Swan Hills Synfuels LP
682014
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Constance B. Moore Independent
Former President and Chief Executive Officer, BRE Properties, Inc.
682014
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Class III Directors Whose Terms Expire at the 2026 Annual General Meeting of Shareholders
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Bradley J. Dodson
President and Chief Executive Officer, Civeo Corporation
502014
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Jay K. Grewal Independent
Former President and Chief Executive Officer, Manitoba Hydro
642021
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Timothy O. Wall Independent
Former President, Kitimat LNG Upstream Operations
622017
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ACAudit Committee
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Chair
CCCompensation Committee
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Member
ESGNCEnvironmental, Social, Governance and Nominating CommitteeFFinancial Expert
FICFinance and Investment Committee
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Chair of the Board
4
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Proxy Statement Summary
Board of Directors Snapshot
INDEPENDENCETENUREAGEDIVERSITY
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8 Independent
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0-5 years:
2
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5-10 years:
7
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<60 years:
1
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61-70 years:
6
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>70 years:
2
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Average Director Tenure:
7.2 years
Average Age: 65.8
SKILLS AND EXPERIENCE
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9 Executive
Leadership
7 Accommodations,
Real Estate and
Hospitality
4 Experience in Industry
of Primary Customers
7 Public Company
CEO or C-Suite
Experience
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9 Financial
8 International
Operations
5 Health Safety &
Environment Experience
9 Public Company
Director Experience
Corporate Governance Highlights
BOARD OF DIRECTORS PRACTICES AND STRUCTUREOTHER BEST PRACTICES
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https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_2.jpg Highly skilled board of directors with diversity in skills, background and experience
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_3.jpg All board committees are composed of independent directors
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_4.jpg Independent directors regularly meet in executive session with no members of management present, generally at each board of directors meeting
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_5.jpg Consistent and frequent director access to management and independent advisors
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_6.jpg Active board of directors oversight of enterprise risk
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_7.jpg Annual performance self-evaluation of the board of directors, each individual director and each committee
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_15.jpg Oversight of environmental, social and governance ("ESG") matters directly assigned to the Environmental, Social, Governance and Nominating Committee
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https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_9.jpg Stock ownership guidelines applicable to executive officers and directors
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_10.jpg Independent executive compensation consultant hired by and reporting to the Compensation Committee
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_11.jpg Change in control and severance benefits that are subject to a “double trigger”
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_12.jpg Robust Code of Conduct and third-party hotline reporting
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_13.jpg Active board of directors oversight of executive succession planning
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_14.jpg Clawback policy consistent with the requirements of Exchange Act Rule 10D-1 and applicable NYSE listing standards
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_15.jpg Enterprise risk management program, including relevant ESG and cyber related risks

    2023 Proxy Statement
5

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 2023, we maintained 7% Indigenous employment in Canada despite challenging market conditions that resulted in reduced hiring in the region. Approximately 6% of our total new hires in Canada identified as an Indigenous background during 2023.
Civeo has a formal Global Human Rights policy, which is posted to our website.
We have a program to facilitate mentoring relationships between experienced leaders in Civeo and employees who are at the early stages of their careers.

SAFETY
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Our safety culture is driven by our leaders, in conjunction with active employee engagement - we follow our long term strategy of "Making Zero Count" while focusing on effective leadership, worker competency and promoting a safety culture throughout the entire organization.
Our global Total Recordable Incident Rate of 0.45 is significantly lower than the U.S. accommodation industry average of 4.10.
Partnered with RAAG - Road Accident Action Group to facilitate driver awareness initiatives.
We have introduced additional driver safety controls, including of in-vehicle monitoring systems in our vehicle fleet.
Introduced health and wellness coordinators to help improve work/life balance for our residents.

COMMUNITY
PARTNERSHIPS
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Since 2013, we have supported more than 27 schools across New South Wales, Queensland and Western Australia with our School Mates grants.
Donated land for the construction of the Kitimat Dementia House Project.
Expanded the small business grant program to five businesses from one business last year.
We have worked with Edmonton Food Bank, donating over 317 kgs of food and volunteering to sort, package and put together food packages for the community.
Australia Business Association 100 Business Innovation and Community Contribution winner.
INDIGENOUS
ENGAGEMENT
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In 2023, we purchased more than C$64.0 million in goods and services from the Indigenous business community, representing 27% of our total Canadian local spending.
We spent approximately A$12.3 million with Indigenous-owned and operated companies in Australia in 2023, a 29% increase from 2022, through our membership with Supply Nation, a non-profit organization committed to supplier diversity and Indigenous business developments.
We maintained our Gold level certification in Canada's Progressive Aboriginal Relations program.
ENVIRONMENTAL
STEWARDSHIP
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We have expanded Containers for Change to all villages where empty eligible drink containers can be returned for a refund helping reduce the amount of plastic waste. The refunded money goes directly to local organizations and charities.
Established a Sustainable Energy Working Group.
Developed a global water policy.
Single-use plastics have been completely eliminated from use in 16 of our owned and/or operated villages in Australia.
In British Columbia, we work with local contractors to sort our solid waste to remove recyclable materials and compostable organic waste in order to minimize the solid waste that reaches the landfill.
SHAREHOLDER
ENGAGEMENT
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During 2023, we met with shareholders representing over 58% of our outstanding shares regarding the Company's operations, financial results, strategy and executive compensation matters.



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Proxy Statement Summary
PROPOSAL 2
Advisory Vote to Approve Executive Compensation
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_0.jpg The board of directors recommends a vote FOR this proposal.
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_1.jpg See page 31
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, executive seniority and tenure 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 a fixed element of compensation 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"), provides 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 supports our efforts to attract and retain highly qualified executives to grow and develop Civeo in our competitive and cyclical industry.

PROPOSAL 3
Ratification of Ernst & Young LLP as Civeo’s Independent Registered Public Accounting Firm
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_0.jpg The board of directors recommends a vote FOR this proposal.
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_1.jpg See page 59

The Audit Committee of our board of directors has determined that the accounting firm of Ernst & Young ("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, 2024. 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 E&Y for 2023 and 2022 (in thousands):
 
2023
($)
2022
($)
Audit Fees$1,874 $1,708 
Audit-Related Fees$— $— 
Tax Fees$— $— 
All Other Fees$$
TOTAL$1,879 $1,713 
    2023 Proxy Statement
7

Proxy Statement Summary

PROPOSAL 4
Approval of an Amendment to the Articles to Declassify the Board and Phase-In Annual Elections
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_0.jpg The board of directors recommends a vote FOR this proposal.
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_1.jpg See page 62

Under Civeo's Articles, the board of directors is currently divided into three classes as nearly equal in number as is reasonably possible. Each year, directors comprising one of the classes are elected at the annual general meeting of shareholders, to hold office for a three-year term.

If approved by shareholders, the proposed Declassification Amendment would amend Articles 14.2, 14.6, 14.10 and 14.11 of our Articles, as set forth in Appendix A, to declassify our board of directors and phase-in annual director elections. We are asking that shareholders pass a special resolution to approve the Declassification Amendment. Our board of directors believes that the proposed amendments to our Articles set forth in the Declassification Amendment are in the best interests of Civeo and its shareholders.


PROPOSAL 5
Approval of an Amendment to the Articles to Eliminate the Terms of the Class A Series 1 Preferred Shares
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_0.jpg The board of directors recommends a vote FOR this proposal.
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_1.jpg See page 64

Civeo's Articles currently contain specific special rights and restrictions attaching to the Class A Series 1 Preferred Shares (“Preferred Shares”). In particular, the existing special rights and restrictions restrict the pool of Class A Preferred Shares and Class B Preferred Shares (an series thereof) available for issuance by Civeo. The Preferred Shares were initially issued in 2018 in connection with the acquisition by Civeo of Noralta Lodge Ltd., and the special rights and restrictions attaching to the Preferred shares were structured to account for particular transaction considerations. In December 2022, the holders of the Preferred Shares converted all remaining Preferred Shares into common shares. Following such conversion, no Preferred Shares remained outstanding.

If approved by shareholders, the Preferred Share Amendment would amend Article 27 of our Articles to remove Schedule A. The amendment will have the effect of eliminating the existing special rights and restrictions attaching to the Preferred Shares, and will return the shares constituting such series to the general pool of preferred shares of such series that are available for issuance. Overall, this will provide Civeo with more flexibility without having any material impact on the existing shareholders. We are asking that shareholders pass a special resolution to approve the Preferred Share Amendment. The proposed amendments comprising the Preferred Share Amendment are set forth in Appendix A. Our board of directors believes that the proposed amendments to our Articles set forth in the Preferred Share Amendment are in the best interests of Civeo and its shareholders.


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Corporate Governance
PROPOSAL 1
Election of Directors

Three 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 Environmental, Social, Governance and Nominating Committee, Civeo’s board of directors has nominated C. Ronald Blankenship, Michael Montelongo and Charles Szalkowski for election to the three 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 2027, 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, Michael Montelongo and Charles Szalkowski are each “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.
    2023 Proxy Statement
9

Corporate Governance

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 the major geographic areas 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.
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. Additional details on each director's attributes, qualifications, experiences and skills are set forth in their individual biographies.
Richard A.
Navarre
C. Ronald
Blankenship
Bradley J.
Dodson
Jay K. GrewalMartin A.
Lambert
Michael MontelongoConstance 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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Corporate Governance
Director Biographies - Class I Director Nominees
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Age: 74
Director since: 2014
Committees:
Audit Committee, Finance and Investment Committee (Chair)
C. Ronald Blankenship
Former President and Chief Executive Officer, Verde Realty
Independent Director
Background:
Mr. Blankenship served as President and Chief Executive Officer of Verde Realty, a real estate investment trust specializing in the ownership, acquisition and management of institutional-quality multifamily rental properties and industrial facilities, from January 2009 and Chairman of the Board from January 2012 until his retirement in December 2012. Prior to 2009, he served as Co-Chairman of Verde Group beginning in 2003. From 1998 until 2003, he was Vice Chairman of Security Capital Group Incorporated. Prior to his role as Vice Chairman, he served as Chief Operating Officer of Security Capital from 1998 to 2002 and Managing Director of Security Capital from 1991 until 1998. Prior to 1997, he was the Chief Executive Officer of Archstone Communities Trust. Prior to 1991, Mr. Blankenship was a regional partner at Trammell Crow Residential and was on the management board for Trammell Crow Residential Services. Prior to that, Mr. Blankenship was the chief financial officer and president of office development for Mischer Corporation, a Houston-based real estate development company. Mr. Blankenship began his career at Peat Marwick Mitchell & Company. Mr. Blankenship currently serves on the boards of Regency Centers Corp. (NYSE:REG), Pacolet Milliken Enterprises, Inc., a private investment company (Chairman), Berkshire Residential Investments, a private investment management company (Chairman), and Merit Hill, a privately owned and operated real estate company.
Other Qualifications:
Mr. Blankenship is a Certified Public Accountant and a graduate of the University of Texas at Austin.
We believe that Mr. Blankenship's extensive experience in real estate development, acquisitions, financing and operations, as well as his expertise in public company financing, strategic planning, capital allocation, people management and executive compensation, make him well qualified to serve as a director on our board of directors.

MMontelongo_GREY (White BG).jpg
Age: 68
Director since: 2021
Committees:
Environmental, Social, Governance and Nominating Committee and Compensation Committee
Michael Montelongo
President and Chief Executive Officer of GRC Advisory Services, LLC
Independent Director
Background:
Mr. Montelongo has served as President and Chief Executive Officer of GRC Advisory Services, LLC, a board governance firm, since July 2016, and was previously Chief Administrative Officer and Senior Vice President, Public Policy and Corporate Affairs for Sodexo, Inc. (Euronext:SW), a facilities and hospitality outsourcing solutions enterprise, from January 2008 to July 2016. He is a former George W. Bush White House appointee serving as the 19th Assistant Secretary for Financial Management and Chief Financial Officer of the U.S. Air Force from August 2001 to March 2005. Mr. Montelongo is a lifetime member of the Council on Foreign Relations and was an executive with a global management consulting firm and a regional telecommunications company. He completed a career in the U.S. Army that included line and staff assignments, a Congressional Fellowship in the U.S. Senate and service as an assistant professor teaching economics and political science at West Point. Mr. Montelongo also serves as a Lecturer of Business Administration on the Harvard Business School faculty and on the boards of Conduent Incorporated (NASDAQ: CNDT), an IT business process outsourcing company where he chairs the audit committee, the privately-held Palmex I Ltd, a multinational snack pellet producer, and the National Association of Corporate Directors (NACD).
Other Qualifications:
Mr. Montelongo earned his B.S from West Point and an M.B.A. from Harvard Business School.
We believe that Mr. Montelongo's extensive background in corporate governance, as well as his experience in the hospitality industry, make him well qualified to serve as a director on our board of directors.
    2023 Proxy Statement
11

Corporate Governance

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Age: 75
Director since: 2014
Committees:
Audit Committee, Environmental, Social, Governance and Nominating Committee (Chair)
Charles Szalkowski
Former Partner and General Counsel, Baker Botts L.L.P.
Independent Director
Background:
Mr. Szalkowski worked with the law firm of Baker Botts L.L.P. from 1975 until he retired as a partner and general counsel of the firm in December 2012. Since his retirement, Mr. Szalkowski has pursued his personal interests. Mr. Szalkowski is an emeritus member of the Rice University Board of Trustees, where he had previously chaired the Board’s audit committee and served on the compensation committee. Over the years, he has served on the boards of several non-profit organizations and continues as a board member of an aviation museum.
Other Qualifications:
Mr. Szalkowski became a Certified Public Accountant in 1971. He received his J.D. and M.B.A. degrees from Harvard University and his B.S. in Accounting and B.A. in economics and political science from Rice University.
We believe that Mr. Szalkowski's experience obtained over decades of representing private and public companies and their boards of directors, including public companies in the energy, energy services, accommodations, and technology sectors, as well as his extensive corporate governance expertise, make him well qualified to serve as a director on our board of directors.

Class II Continuing Directors
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Age: 63
Director since: 2014
Committees:
Environmental, Social, Governance and Nominating Committee
Richard A. Navarre
Former President and Chief Executive Officer of Covia Corporation
Independent Chairman of the Board
Background:
Mr. Navarre served as President and Chief Executive Officer of Covia Corporation, a privately held, leading provider of high-quality minerals and material solutions for the industrial and energy markets from May 2019 until May 2021. From 2012 to 2019, Mr. Navarre served as an independent strategic business advisor to leading investment firms and the energy industry. From 1993 until 2012, Mr. Navarre held executive positions at Peabody Energy Corporation, including President of the Americas, President and Chief Commercial Officer, Executive Vice President of Corporate Development and Chief Financial Officer, with executive responsibilities for activities across five continents. Mr. Navarre is currently an independent director, chairman of the conflicts committee, member of the audit, compensation and nominating and governance committees for Natural Resource Partners LP (NYSE:NRP); and independent director, chairman of the personnel and compensation committee and member of the ESG and Nominating 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.
Other Qualifications:
Mr. Navarre is a Certified Public Accountant and received his B.S. in Accounting from Southern Illinois University-Carbondale.
We believe that Mr. Navarre's over 35 years of diverse international business and finance experience, which include extensive governance, financial, operating, strategic planning, public company and coal and energy industry experience, make him well qualified to serve as a director on our board of directors.
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Corporate Governance
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Age: 68
Director since: 2014
Committees:
Compensation Committee (Chair), Finance and Investment Committee
Martin A. Lambert
Former Chief Executive Officer, Swan Hills Synfuels LP
Independent Director
Background:
Mr. Lambert is retired. He served as Chief Executive Officer of Swan Hills Synfuels LP, an energy conversion company, from November 2008 until July 2014. Prior thereto, Mr. Lambert served as a founder and managing director of Matco Capital Ltd., a private equity firm focused in the energy sector, since mid-2002. Mr. Lambert was a partner of Bennett Jones LLP, a Canadian law firm, from March 1987 to March 2007 and served as the Chief Executive Officer of that firm from 1996 to 2000. He served as a director of Oil States International, Inc. ("Oil States") from February 2001 to May 2014 and Calfrac Well Services Ltd., from March 2004 to May 2010.
Other Qualifications:
Mr. Lambert received his LLB degree from the University of Alberta.
We believe that Mr. Lambert's Canadian industry experience and deep knowledge of Canadian law, as well as being one of the original board members of Civeo from the Oil States board of directors, make him well qualified to serve as a director on our board of directors.
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Age: 68
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. She has served as a director of Healthcare Realty Trust (NYSE:HR) since March 2022 and is a member of its Nominating and Governance Committee. She served as a director of Columbia Property Trust (NYSE: CXP), including as chair of its board of directors in 2021, from November 2017 until it was acquired in December 2021. Ms. Moore was a director of BRE Properties, Inc. (BRE) from September 2002 until BRE was acquired in April 2014. Ms. Moore served as President and Chief Executive Officer of BRE from January 2005 until April 2014 and served as President and Chief Operating Officer of BRE from January 2004 until December 2004. Ms. Moore has more than 40 years of experience in the real estate industry. Prior to joining BRE in 2002, she was the managing director of Security Capital Group & Affiliates. From 1993 to 2002, Ms. Moore held several executive positions with Security Capital Group, including co-chairman and chief operating officer of Archstone Communities Trust. In 2009, she served as chair of the National Association of Real Estate Investment Trusts. 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 as Vice Chair the board of Bridge Housing Corporation; is a Governor and Lifetime Trustee of the Urban Land Institute (ULI); 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 over 40 years of real estate experience, 20 of which were as a public company director, as well as her extensive experience and valuable insight in public company accounting and reporting issues, make her well qualified to serve as a director on our board of directors.



    2023 Proxy Statement
13

Corporate Governance
Class III Continuing Directors
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Age: 50
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: 64
Director since: 2021
Committees:
Audit Committee, Finance and Investment Committee
Jay K. Grewal
Former President and Chief Executive Officer of Manitoba Hydro
Independent Director
Background:
Ms. Grewal served as President and Chief Executive Officer of Manitoba Hydro, one of the largest integrated electric and natural gas utilities in Canada, from February 2019 to February 2024. Ms. Grewal joined Manitoba Hydro from the Northwest Territories Power Corporation where she held the position of President and CEO from June 2017 to February 2019. Before then, Ms. Grewal held senior executive roles with Capstone Mining Corporation (from 2011 to 2014), Accenture, Inc. (from 2006 to 2010) and CIBC World Markets (from 1996 to 2000). Ms. Grewal sits on the board of a number of industry associations including the Canadian Gas Association and the Canadian Electricity Association.
Other Qualifications:
Ms. Grewal earned both a B.A. (honors) from the University of British Columbia as well as a M.B.A, finance from the Richard Ivey School of Business, University of Western Ontario.
We believe that Ms. Grewal's over 25 years of leadership and corporate management experience, including at executive levels in the utility, resource, finance and consulting sectors, make her well qualified to serve as a director on our board of directors.
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Corporate Governance
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Age: 62
Director since: 2017
Committees:
Environmental, Social, Governance and Nominating Committee, Finance and Investment Committee
Timothy O. Wall
Former President, Kitimat LNG Upstream Operations
Independent Director
Background:
Mr. Wall has served as President and Chief Executive Officer of Cycle Petroleum, LLC, an energy advisory firm, since 2016 and was previously President of Apache Kitimat Limited, an LNG development division of Apache Canada Limited (a subsidiary of APA Corporation, an oil and gas exploration and production company), from 2013 to 2015. He served as President of Apache Canada Limited (a subsidiary of APA Corporation) from 2009 to 2013 and as Managing Director, Apache Energy Limited (a subsidiary of APA Corporation) in Western Australia from 2005 to 2009. From 2005 until 2015, Mr. Wall also served as a Corporate Officer and Regional Vice-President of APA Corporation. Prior thereto, Mr. Wall served in various positions within APA Corporation in the United States, P.R. China, and Scotland, U.K. from 1990 to 2005. Mr. Wall previously served as a director for several industry organizations, including the Canadian Association of Petroleum Producers (CAPP), the Australian Petroleum Production and Exploration Association (APPEA), and the Australian Mines and Metals Association (AMMA).
Other Qualifications:
Mr. Wall received his B.S. in Petroleum Engineering from Texas A&M University.
We believe that Mr. Wall's vast energy knowledge in Australia and Canada, his experience working with First Nations partners and his understanding of Canadian rules and regulations make him well qualified to serve as a director on our board of directors.
    2023 Proxy Statement
15

Corporate Governance
Board of DirectorsRefreshment/Succession Planning
In selecting nominees for the board of directors, the Environmental, Social, Governance and Nominating 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 Environmental, Social, Governance and Nominating 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 Environmental, Social, Governance and Nominating 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.
DIRECTOR NOMINATION PROCESS
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Candidate Search
2 new directors were added in the last 5 years
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Jay K. Grewal
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Michael Montelongo


The Environmental, Social, Governance and Nominating Committee may seek referrals from other members of the board of directors, management, shareholders and other sources.
The Environmental, Social, Governance and Nominating 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 Environmental, Social, Governance and Nominating 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 Environmental, Social, Governance and Nominating 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 Environmental, Social, Governance and Nominating Committee
The Environmental, Social, Governance and Nominating Committee reviews the candidate’s experience, independence and understanding of the Company’s business.
 
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Interviews
The Environmental, Social, Governance and Nominating 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 Environmental, Social, Governance and Nominating Committee submits a recommendation of nominees to the board of directors, and the board of directors selects the nominees.
The Environmental, Social, Governance and Nominating Committee will consider recommendations from various sources, including from shareholders, regarding possible candidates for director. To submit a recommendation to the Environmental, Social, Governance and Nominating Committee, a shareholder should send a written request to the attention of Civeo’s Corporate 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.”
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
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Corporate Governance
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. Civeo has been a separate public company since May 2014, and during that time, 16 different individuals have served on our now 9-seat board of directors. As a result, the Environmental, Social, Governance and Nominating 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 professional time commitments, 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. The board of directors regularly evaluates committee composition and whether to add new directors.
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 Environmental, Social, Governance and Nominating Committee for consideration. The Environmental, Social, Governance and Nominating 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 Environmental, Social, Governance and Nominating 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 Environmental, Social, Governance and Nominating 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 Environmental, Social, Governance and Nominating 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 board of directors and its committees utilize our Enterprise Risk Management process to assist in the oversight of our risks. Management and employees are responsible for day-to-day risk management, and management conducts an extensive 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.
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. In addition, the oversight of each key risk is allocated to a board committee or the entire board for oversight and monitoring.
    2023 Proxy Statement
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Corporate Governance
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 risks.
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 help 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.
 
Environmental, Social, Governance & Nominating 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.
Oversees Civeo's strategy and initiatives with regard to ESG matters.
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 that is reviewed by the board of directors.
Incorporates risk assessment into the annual internal audit plan.
 
 
Cybersecurity Risk Oversight Strategy
 
Cybersecurity risks are continuously monitored and evaluated by management through an internal compliance program with oversight by internal audit. Civeo engages a variety of cybersecurity partners to perform penetration testing and quarterly audits on our cyber security profile. In order to promote a company-wide culture of cybersecurity risk management, management has also implemented a variety of required programs to both test and train our employees on cybersecurity fundamentals, including both annual and ongoing information security awareness training.
In 2023, the Company conducted a cyber breach simulation exercise with the assistance of a third party cybersecurity consultant. The exercise focused on incident management and communication processes. Company business functions, executive management and members of the board of directors participated. The goal was to identify opportunities for greater efficiency, coordination, and alignment.
The board of directors reviews the Company's cybersecurity risk posture, strategy and execution on at least an annual basis while the Audit Committee receives cybersecurity updates quarterly. Executive management regularly meets with the Audit Committee to discuss cybersecurity risks, review quarterly cyber metrics and oversee progress against our annual action plans. In addition to scheduled meetings, the Audit Committee and executive management maintain ongoing dialogue regarding emerging or potential cybersecurity risks.

For more information on our cybersecurity risk management, strategy and governance, see "Item 1C. Cybersecurity" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
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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 annually reviews 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 strive to offer competitive compensation, benefits and services that meet the needs of our employees, including short and long-term incentive programs, various defined contribution plans, healthcare benefits, and wellness and employee assistance programs.
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. In Canada, we are committed to hiring Indigenous Peoples and expanding our Indigenous workforce to 10%. In 2023, we reached 7% Indigenous employment in Canada despite challenging market conditions that resulted in reduced hiring in the region. Approximately 6% of our total new hires in Canada were of Indigenous background during 2023. 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 2023, we purchased more than C$64 million in goods and services from the Indigenous business community, representing 27% 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 were able to direct approximately A$12.3 million in 2023 into Indigenous-owned and operated companies, representing a 29% year over year increase, 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 and 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 website civeo.com by first clicking “ESG”, then selecting "Governance Documents" from the "Governance" drop-down menu, and then "Corporate Code of Business Conduct and Ethics."
Substantially all of our employees are required annually to complete online training which 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 civeo.com by first clicking “ESG”, then selecting "Governance Documents" from the "Governance" drop-down menu, and then “Financial Code of Ethics for Senior Officers.”
    2023 Proxy Statement
19

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 ESG principles are essential to our success. Oversight of ESG matters is directly assigned to our Environmental, Social, Governance and Nominating Committee. Please see "Board of Directors - Committees - Environmental, Social, Governance and Nominating Committee" for further information with respect to the Committee's responsibilities.
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 lodges and villages.
Recently, to lend a more formalized structure to our ESG efforts, we have established a global Steering Committee at the Executive Management level. The Steering Committee, led by our CEO and composed of members of our Executive Management team, is charged with the development of our ESG Roadmap. The ESG Roadmap specifies strategies, and the accompanying actions, linked to measurable Key Performance Indicators. Supporting the ESG Steering Committee are separate Working Groups made up of the appropriate technical experts in the areas of 'Environmental', 'Social' and 'Governance', who are responsible for execution of the respective strategies. The Environmental, Social, Governance and Nominating Committee provides oversight to the Steering Committee.
As noted above, through the Environmental, Social, Governance and Nominating Committee, 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
58%
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During 2023, we conducted shareholder engagement with shareholders representing over 58% of our outstanding shares regarding the Company’s operations, financial results, strategy and executive compensation matters.

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Corporate Governance
Board of Directors—Structure
Currently, the Civeo board of directors is divided into three classes, with three directors in each class. 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, Montelongo and Szalkowski, as Class I directors, will have terms expiring in 2027. The directors designated as Class II directors have terms expiring in 2025, and the directors designated as Class III directors have terms expiring in 2026. At the annual general meeting, the board of directors is seeking shareholder approval of the proposed Declassification Amendment, which, if approved, would have the effect of declassifying our board of directors and phasing in annual director elections. Our board of directors believes that the proposed amendments to our Articles set forth in the Declassification Amendment are in the best interests of Civeo and its shareholders. For additional information on the Declassification Amendment, see page 62.
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 Chair presides over board meetings and executive sessions of the independent directors, works with management and the independent directors to approve agendas and schedules, and is available to engage directly with shareholders where appropriate. 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, Jay K. Grewal, Martin A. Lambert, Michael Montelongo, 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.
    2023 Proxy Statement
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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 Jay K. Grewal Charles Szalkowski
Number of Meetings: 7
Audit Committee
Responsibilities:
Oversees the integrity of Civeo's financial statements and effectiveness of our internal control over financial reporting.
Appoints our independent auditors and reviews the general scope of audit coverage, the fees charged by the independent auditors, matters relating to internal control systems and other matters related to accounting and reporting functions.
Meets separately with representatives of our independent auditors, our internal audit personnel and representatives of senior management in performing its functions.
The board of directors has determined that each of Messrs. Blankenship and Szalkowski and Mses. Grewal and Moore is independent under applicable NYSE and SEC rules for board of director and audit committee independence.
The board of directors has determined that each of Messrs. Blankenship and Szalkowski and Mses. Grewal and Moore is financially literate and has accounting or related financial management expertise, each as required by the applicable NYSE listing standards. The board of directors also has determined that Mr. Blankenship and Mses. Grewal and Moore qualify as audit committee financial experts under the applicable rules of the SEC.
A more detailed discussion of the Audit Committee’s mission, composition and responsibilities is contained in the Audit Committee charter, which is available on our website, civeo.com, by first clicking “ESG”, then selecting “Governance Documents” from the "Governance" drop-down menu, and then “Audit Committee Charter” on the left side of the page.
Martin A. Lambert
(Chair)
Members:
Michael Montelongo Constance B. Moore
Number of Meetings: 5
Compensation Committee
Responsibilities:
Determines the compensation of our chief executive officer and other executive officers.
Oversees and approves compensation and employee benefit policies as well as oversees policies related to human capital management with regards to diversity and inclusion, workplace environment and culture, and talent development and retention.
Meets on succession planning with respect to Company's key executive positions.
Administers the EPP, and in this capacity makes a recommendation to the full board of directors concerning the aggregate amount of all equity awards to employees as well as specific awards to executive officers under the EPP.
Reviews and discusses with our management the Compensation Discussion and Analysis and related disclosure included in our annual proxy statement.
The board of directors has determined that each of Messrs. Lambert and Montelongo and Ms. Moore is independent under applicable NYSE and SEC rules for board of director and compensation committee independence.
A more detailed discussion of the Compensation Committee’s mission, composition and responsibilities is contained in the Compensation Committee charter, which is available on our website, civeo.com, by first clicking “ESG”, then selecting “Governance Documents” from the "Governance" drop-down menu, and then “Compensation Committee Charter” on the left side of the page.
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Corporate Governance
Charles Szalkowski
(Chair)
Members:
Michael Montelongo Richard A. Navarre Timothy O. Wall
Number of Meetings: 4
Environmental, Social, Governance and Nominating Committee
Responsibilities:
Oversees the Company's strategy and initiatives with regard to ESG matters.
Identifies and implements appropriate corporate governance policies.
Advises the board of directors about appropriate composition of the board of directors and its committees.
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. Montelongo, Navarre, Szalkowski and Wall is independent under applicable NYSE rules.
A more detailed discussion of the Environmental, Social, Governance and Nominating Committee’s mission, composition and responsibilities is contained in the Environmental, Social, Governance and Nominating Committee charter, which is available on our website, civeo.com, by first clicking “ESG”, then selecting “Governance Documents” from the "Governance" drop-down menu, and then “Environmental, Social, Governance and Nominating Committee Charter” on the left side of the page.
C. Ronald Blankenship
(Chair)
Members:
Jay K. Grewal Martin A. Lambert
Timothy O. Wall
Number of Meetings: 3
Finance and Investment Committee
Responsibilities:
Assists the board of directors in its consideration of opportunities to enhance our long-term performance and valuation, including reviewing and making recommendations to the board of directors with respect to our strategic objectives and financial and operating metrics and performance.
A more detailed discussion of the Finance and Investment Committee’s mission, composition and responsibilities is contained in the Finance and Investment Committee charter, which is available on our website, civeo.com, by first clicking “ESG”, then selecting “Governance Documents” from the "Governance" drop-down menu, and then “Finance and Investment Committee Charter” on the left side of the page.
Committee Composition
Below is a summary of our committee structure and membership information.
Audit
Committee
Compensation
Committee
Environmental, Social, Governance and Nominating
Committee
Finance and
Investment
Committee
Richard A. Navarre
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C. Ronald Blankenship
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Jay K. Grewal
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Martin A. Lambert
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Michael Montelongo
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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
    2023 Proxy Statement
23

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
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_0.jpg All directors are independent except the CEO
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_1.jpg Separate Chair and CEO roles
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_2.jpg Highly skilled board of directors with diversity in skills, background and experience
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_3.jpg All board committees are comprised of independent directors
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_4.jpg Independent directors regularly meet in executive session with no members of management present, generally at each board of directors meeting
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_5.jpg Consistent and frequent director access to management and independent advisors
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_6.jpg Active board of directors oversight of enterprise risk
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_7.jpg Annual performance self-evaluation of the board of directors, each individual director and each committee
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_15.jpg Oversight of ESG matters directly assigned to Environmental, Social, Governance and Nominating Committee
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_24.jpg Prohibition on hedging, pledging and trading transactions by executive officers or directors
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_25.jpg Stock ownership guidelines applicable to executive officers and directors
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_26.jpg Independent executive compensation consultant hired by and reporting to the Compensation Committee
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_27.jpg Change in control and severance benefits that are subject to a "double trigger"
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_28.jpg Robust Code of Conduct and third-party hotline reporting
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_29.jpg Active board of directors oversight of executive succession planning
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_30.jpg Clawback policy consistent with the requirements of Exchange Act Rule 10D-1 and applicable NYSE listing standards
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_31.jpg Enterprise risk management program, including relevant ESG and cyber related risks
Board of Directors and Committee Meetings
During 2023, the Civeo board of directors held six meetings, the Audit Committee held seven meetings, the Compensation Committee held five meetings, the Environmental, Social, Governance and Nominating Committee held four meetings and the Finance and Investment Committee held three meetings. In total, each director attended 100% of the total meetings of the board of directors. Additionally, each director attended 100% of the total committee meetings for which he or she served, with the exception of one director who attended 87.5% of the total committee meetings. 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 meetings of the committees on which they serve. All of our directors attended the 2023 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 Environmental, Social, Governance and Nominating 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 Environmental, Social, Governance and Nominating 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 Environmental, Social, Governance and Nominating 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. During 2023, certain directors completed a two-hour cybersecurity training. Additionally, during 2023, certain directors visited various operational sites of the Company in the Australian Bowen Basin.
Corporate Governance Guidelines
Civeo has adopted Corporate Governance Guidelines to provide the board of directors with 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 align the interests of the board of directors and management with the interests of the shareholders. Civeo’s Corporate Governance Guidelines are available at civeo.com, by first clicking “ESG”, then selecting “Governance Documents” from the "Governance" drop-down menu, 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 are no transactions or relationships required to be disclosed under Item 404(a) of Regulation S-K since the beginning of the last fiscal year.
Our board of directors has adopted written 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 party 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 Environmental, Social, Governance and Nominating 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.
    2023 Proxy Statement
25

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 Environmental, Social, Governance and Nominating 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 Environmental, Social, Governance and Nominating Committee of our board of directors. Any member of the Environmental, Social, Governance and Nominating 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 Environmental, Social, Governance and Nominating 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.

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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 does, 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 forms 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 separate director compensation.
The table below summarizes the components of 2023 compensation paid by Civeo to non-employee directors:
ComponentNon-Employee Director Compensation
Annual Cash Retainer
$75,000
Annual Equity Retainer (1)
Share award equal to $125,000 that vest annually
Chair of the Board Annual Retainer
$85,000 - 50% in cash and 50% in common shares that vest annually
Committee Chair Annual Cash RetainerAudit - $27,500
Compensation - $23,000
Environmental, Social, Governance and Nominating - $23,000
Finance and Investment - $18,000
Committee Member Annual Cash RetainerAudit - $18,000
Compensation - $13,000
Environmental, Social, Governance and Nominating - $13,000
Finance and Investment - $13,000
1.Newly elected non-employee directors receive restricted share 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 share awards valued at $125,000 at each annual shareholders’ meeting after which they continue to serve. The non-employee directors’ restricted share awards are valued on the award date based on the closing share price on the award date 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, subject to continued service through such date.
Our non-employee directors are permitted to elect to receive their annual restricted share 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.
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.
The Compensation Committee annually reviews director compensation, and uses outside consultants to ensure such compensation is appropriate relative to our peer groups. The review includes, but is not limited to, compensation levels, chair premiums, pay mix and relevant governance trends. In addition, the Environmental, Social, Governance and Nominating Committee annually reviews director compliance with share ownership guidelines.



    2023 Proxy Statement
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Corporate Governance
Director Compensation Table
The table below summarizes the compensation paid by Civeo to non-employee directors for the fiscal year ended December 31, 2023:
NameFees Earned or
Paid in Cash
Stock
Awards
(1)
Total
Richard A. Navarre$130,500 $182,915 $313,415 
C. Ronald Blankenship$111,000 $125,006 $236,006 
Jay K. Grewal$106,000 $125,006 $231,006 
Martin A. Lambert$111,000 $125,006 $236,006 
Michael Montelongo$123,750 $125,006 $248,756 
Constance B. Moore$115,500 $125,006 $240,506 
Charles Szalkowski$116,000 $125,006 $241,006 
Timothy O. Wall$101,000 $125,006 $226,006 
(1)The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of restricted share awards granted in 2023 calculated in accordance with FASB ASC Topic 718—Stock Compensation. Please see Note 19 to the notes to consolidated financial statements included in Item 8 of Civeo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 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 stock award total includes $15,407 of Civeo common shares as part of his fees as Chair of the Board, which were fully vested on the grant date and $42,502 in restricted shares which will vest at the annual shareholder's meeting.
As of December 31, 2023, the aggregate number of unvested restricted share awards held by each of the non-employee directors were as follows:
NameStock AwardsNameStock Awards
Richard A. Navarre7,969 Michael Montelongo5,947 *
C. Ronald Blankenship5,947 Constance B. Moore5,947 
Jay K. Grewal5,947 *Charles Szalkowski5,947 
Martin A. Lambert5,947 *Timothy O. Wall5,947 *
*Deferred shares to be settled upon separation from service.
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 share awards, after payment of applicable taxes, valued at five times the annual retainer amount until retirement or until leaving the board of directors. Unvested restricted shares and deferred shares are counted for purposes of this ownership threshold. 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 have either attained target level ownership or are expected to attain the targeted level of ownership within the five-year period for compliance.
As of March 18, 2024, 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. Navarre21,552 51,867 Yes
C. Ronald Blankenship21,552 39,750 Yes
Jay K. Grewal17,084 16,436 Yes*
Martin A. Lambert21,552 55,106 Yes
Michael Montelongo17,084 16,436 Yes*
Constance B. Moore21,552 35,287 Yes
Charles Szalkowski21,552 39,791 Yes
Timothy O. Wall14,205 31,808 Yes
*Within grace period for compliance
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Executive Officers
Our executive leadership team:
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Bradley J. Dodson, 50
President, Chief Executive Officer and Director
Background:
Bradley J. Dodson has been President and Chief Executive Officer and director of Civeo since May 2014. Mr. Dodson held several executive positions with Oil States, a global provider of integrated energy systems and solutions, from March 2001 to May 2014, including serving as Executive Vice President, Accommodations from December 2013 to May 2014, Senior Vice President, Chief Financial Officer and Treasurer from April 2010 to December 2013, Vice President, Chief Financial Officer and Treasurer from May 2006 to April 2010, Vice President, Corporate Development from March 2003 to May 2006 and Director of Business Development from March 2001 to February 2003. From June 1998 to March 2001, Mr. Dodson served in several positions for L.E. Simmons & Associates, Incorporated, a private equity firm specializing in oilfield service investments. From July 1996 to June 1998, Mr. Dodson worked in the mergers and acquisitions group of Merrill Lynch & Co.
Mr. Dodson holds a M.B.A. degree from The University of Texas at Austin and a B.A. degree in Economics from Duke University.

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Barclay H. Brewer, 50
Interim Senior Vice President, Chief Financial Officer and Treasurer
Background:
Barclay H. Brewer currently serves as Interim Chief Financial Officer and Treasurer, a position he has held since March 2024. Prior to his appointment, Mr. Brewer served as Vice President, Corporate Controller from December 2019 to March 2024. From August 2014 to December 2019, Mr. Brewer had the role of Assistant Controller. Mr. Brewer served as Financial Planning and Reporting Manager for The Brock Group from 2012 until 2014.
Mr. Brewer holds a M.B.A degree from Southeastern Louisiana University and a B.A. degree in Accounting and Finance from Louisiana State University. He is a Certified Public Accountant.
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Peter L. McCann, 57
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.

    2023 Proxy Statement
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Allan D. Schoening, 65
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 2021 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 2025 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 2024 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. Decisions regarding the compensation and benefits of our named executive officers remain with our board of directors and the Compensation Committee. The Compensation Committee values the opinions of our shareholders, however, and therefore, 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.

    2023 Proxy Statement
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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 ("NEOs") for 2023. Our NEOs for 2023 were:

Bradley J. Dodson, President and Chief Executive Officer;
Carolyn J. Stone, Former Senior Vice President, Chief Financial Officer and Treasurer (1);
Peter L. McCann, Senior Vice President, Australia; and
Allan D. Schoening, Senior Vice President, Canada
(1) As previously announced, Ms. Stone’s employment was terminated on March 4, 2024. Barclay Brewer, the Company’s Vice President and Controller, was appointed as Interim Chief Financial Officer.
Executive Overview
In 2023, we executed on our operational, strategic and financial priorities: operating safely, generating significant operating cash flow, reducing our total debt balance and returning capital to shareholders. For the full year 2023, Civeo generated $97 million in Operating Cash Flow and reduced total debt by $66 million to end the year at $66 million of total debt. We also reduced our net leverage ratio to 0.6x at year-end 2023, down from 1.1x at year-end 2022. Due to significant progress made on our debt reduction and the return of $19 million of capital to shareholders we also updated our capital allocation framework in 2023. The new framework was highlighted by the initiation of a quarterly dividend and prioritization of growth opportunities moving forward.
Specific 2023 Accomplishments
From an operational standpoint, the Company’s primary focus in 2023 was, and continues to be, the safety and well-being of our guests and employees. Operationally, Mr. Dodson and our global leadership team’s effective operations in a dynamic environment included the following:
Continued strong safety performance across all regions, resulting in a full year aggregate Total Recordable Incident Rate ("TRIR") of 0.45, which is significantly better than the U.S. accommodation industry average and equal to our TRIR in 2022.
The Company’s strategic and financial focus remained the same in 2023 as it was in 2022: continue to focus on operating cash flow generation, debt reduction and returning capital to shareholders. Significant financial achievements in 2023 included:
Generated $97 million of Operating Cash Flow, which represents 103% of the Company's consolidated Operating Cash Flow budget;
Returned 23% of the company's 2023 free cash flow to shareholders through share repurchases and dividends;
Reduced total debt by $66 million;
Decreased our net leverage ratio to 0.6 times at December 31, 2023 from 1.1 times at December 31, 2022;
Successfully sold McClelland Lake Lodge assets for US$36 million, with additional potential associated revenue generating opportunities under consideration; and
Secured long term contract extensions and expansions with key clients in Australia.

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 as chief executive officers of energy or real estate related companies or as executives at hospitality 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 (which includes our NEOs), 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.

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Executive Compensation
CEO and NEO Compensation Mix
This section outlines each component of our compensation program. Compensation decisions specific to our NEOs for 2023 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, executive seniority and tenure 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 a fixed element of compensation 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"), provides 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 supports 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
Relative Total Shareholder Return ("TSR")Relative TSR is a valuable metric to assess performance against our peer group over a performance period. The intent is to better align executive pay with shareholder interests.
Divisional EBITDA
EBITDA is widely recognized as a primary valuation and comparable financial metric and, for this reason was, with AICP adjustments, selected as an appropriate financial metric for 2023.
TRIRTRIR 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.
Consolidated Operating Cash Flow
After the Company altered its performance goals utilized under the Company’s LTIP in 2021 to include consolidated operating cash flow as a performance metric, based in part on feedback from our 2020 shareholder engagement efforts, the Company has continued to use consolidated operating cash flow as a performance metric under its LTIP given the Company's continued focus on generating cash flow and reducing leverage.
AICP 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. AICP EBITDA is a non-GAAP financial measure that is defined as EBITDA adjusted to exclude certain other unusual or non-operating items. Please see Appendix B for a reconciliation of EBITDA to GAAP. Adjustments to EBITDA under the AICP also reflect one-time, unanticipated financial events incurred following approval of the 2023 budget, including unbudgeted variability in stock-based compensation expense, changes in foreign exchange rates and certain other unbudgeted costs (approved by the Compensation Committee). The AICP adjustments to EBITDA in 2023 were consistent with past practices.
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Executive Compensation
Highlights of 2023 Performance and Impact on Executive Compensation
Despite continuing headwinds faced by the energy sector throughout 2023, 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, reduce our leverage and returned capital to shareholders through continued share repurchases and the initiation of a quarterly dividend while navigating a challenging economic landscape. In particular, during 2023 we achieved the following:
Reduced total debt by $66 million from December 31, 2022 to December 31, 2023
Decreased our net leverage ratio to 0.6 times at December 31, 2023, from 1.1 times at December 31, 2022
Generated $97 million of Operating Cash Flow during the year
Returned 23% of the Company's 2023 free cash flow to shareholders through share repurchases and dividends
Initiated a regular quarterly dividend of $0.25 per share as part the Company's updated capital allocation strategy
The Company achieved continuing improvements in a number of areas of the business including the following:
Successfully sold McClelland Lake Lodge assets for $36 millionSecured a 5-year contract award in our Australia owned-villages valued at approximately A$337 million
Continued strong safety performance across all regions, resulting in a 2023 Global TRIR of 0.45, considerably better than the U.S. accommodation industry average of 4.1Overall revenues increased 21% in Australia in 2023



AICP EBITDA
(in millions)
TOTAL RECORDABLE
INCIDENT RATE
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-2023b_AICP-Ebitda.gif
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-2023_TRIR.gif
Note: EBITDA, AICP EBITDA and net leverage ratio are non-GAAP financial measures. Please see Appendix B for a reconciliation of each measure to the most directly comparable measures of financial performance calculated under GAAP.

Shareholder Engagement
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. The Company’s management maintains routine dialogue with its investors regarding operations, strategy, total leverage and financial results. Throughout 2023, management engaged with shareholders representing over 58% of our outstanding shares.

Say-On-Pay Vote
At our 2023 annual meeting, we obtained 90.75% 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 2023, and did not make any specific changes to our compensation program as a result of the final say-on-pay vote, but has made the below adjustments to the program commencing in 2024.


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Executive Compensation
Changes to the Compensation Program for 2024
With the changes in the Company's primary strategic focus from debt reduction to growth, Compensation Committee has made some adjustments to both the Short Term and Long Term Incentive programs for NEOs for 2024:

Historically, overachievement for AICP was achieved at 120% of budget. For 2024 and going forward, overachievement will be measured against the greater of (1) 120% of the current year's budgeted EBITDA or (2) the prior year's actual AICP EBITDA performance. Entry will continue to be calculated based on achieving 85% of budgeted EBITDA and target AICP remains unchanged on achieving 100% of budgeted EBITDA. With the change in focus, the over achievement targets were adjusted to encourage year-over-year growth.

Long Term Incentive awards to NEOs will be changing in two ways. First, the distribution of time based and performance based awards will be changing using a phased in approach. For 2024, the distribution of performance based awards will increase from 50% to 60% and time based awards will reduce from 50% to 40%. For 2025, performance based awards will increase from 60% to 70% and time based awards will reduce from 40% to 30%. Additionally, the performance based awards will now be measured based on 30% relative TSR performance metric and 70% three-year growth in EBITDA, this being a change from 50% relative TSR and 50% Operating Cash Flow in 2023.

We believe these 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.

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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/f299046f04f4a0808d81d2a2e6a0e786-Image_1.jpg Use an independent consultant to ensure overall executive compensation is market competitive
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_2.jpg Provide a balanced executive pay mix including long-term incentives, 50% of which are generally performance-based for NEOs and provide at-risk compensation tied directly to financial and share price performance
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_3.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/f299046f04f4a0808d81d2a2e6a0e786-Image_4.jpg Cap payouts under all performance incentives. Beginning in 2021, all future performance share awards are capped at 100% payout (Target), if Civeo's absolute TSR over the performance period is negative, irrespective of relative performance
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_5.jpg Maintain a clawback policy that allows the Company to recoup incentive-based compensation in the case of a material financial restatement due to material non-compliance with applicable reporting requirements.
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_6.jpg In addition to minimum NEO share ownership requirements, the share ownership policy 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/f299046f04f4a0808d81d2a2e6a0e786-Image_10.jpg Permit directors or officers to buy or sell puts, calls or options in respect of our securities, or pledge shares (including holding shares in a margin account)
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_11.jpg Provide 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/f299046f04f4a0808d81d2a2e6a0e786-Image_12.jpg Apply severance multipliers in excess of 3x
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_13.jpg Utilize liberal share recycling in our long-term incentive plan
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_14.jpg Reprice stock options or stock appreciation rights without shareholder approval
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_15.jpg Provide single-trigger vesting of equity awards upon a change of control
https://cdn.kscope.io/f299046f04f4a0808d81d2a2e6a0e786-Image_16.jpg Provide 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 NEOs 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 engages Mercer as its independent compensation consultant, which uses a peer group of companies with similar customers and activity drivers to Civeo to benchmark executive compensation. The peer group includes companies in the oil and gas, mining and other natural resource industries. 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 2023 peer group based on certain of these metrics as of December 31, 2023 (U.S. dollars in millions).


2023c_Trailing-Revenue-Financial-Data (002).gif
















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Executive Compensation
COMPENSATION PEER GROUP
In late 2022, Mercer reviewed Civeo’s peer group of companies used for benchmarking purposes and to assess the ongoing competitiveness and suitability of Civeo’s compensation programs and practices. Following that review, Mercer recommended that the current peer group remain unchanged for 2023 with the exception of the removal of Exterran Corporation, as it was acquired by Enerflex Ltd. The Compensation Committee approved the recommendation and used the following peer group for compensation evaluation purposes for 2023.

2023/ 2024
Badger Infrastructure Solutions Ltd.
Black Diamond Group Limited
Dexterra Group Inc.
Enerflex Ltd.
Forum Energy Technologies, Inc.
Matrix Service Company
McGrath RentCorp
Newpark Resources, Inc.
Nine Energy Service, Inc.
North American Construction Group Ltd.
Oil States International, Inc.
Precision Drilling Corporation
Select Water Solutions, Inc.
Target Hospitality Corp.
TETRA Technologies, Inc.
Total Energy Services Inc.


2024 Peer Group
In late 2023, Mercer reviewed Civeo’s peer group of companies used for benchmarking purposes and to assess the ongoing competitiveness and suitability of Civeo’s compensation programs and practices. Following that review, Mercer recommended that the current peer group remain unchanged for 2024, as the screening process did not identify any existing peers that should be removed or additions that should be considered. The Compensation Committee approved the recommendation to keep the current peer group to be used by the Compensation Committee for compensation evaluation purposes for 2024.

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 consistent in design and operation with those of our peer companies 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 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, at least 50% of which are generally performance-based for NEOs, to more closely align executive compensation with 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. The Compensation Committee caps performance shares at 100% payout (Target), for this portion of the award, if Civeo’s TSR over the performance period is negative, irrespective of relative performance.
In summary, although a portion of the compensation provided to our NEOs is based on our overall performance or division performance, we believe our compensation programs do not encourage excessive or unnecessary risk-taking by our NEOs (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.
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Executive Compensation
Compensation Program Components
This section outlines each of the components of our compensation program for each of our NEOs for 2023. 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 fixed to avoid fluctuations in compensation that could distract our executives from the performance of their responsibilities. Base salaries for NEOs 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, tenure, internal equity and changes to job scope and responsibility. In general, base salaries are targeted at median levels compared to comparable positions within our peer group of companies but vary from this reference point when and where deemed appropriate by the Compensation Committee.
Base salaries, as in effect on December 31, 2023, and target AICP levels for 2023, are set forth below for each named executive officer. Adjustments to NEO compensation are considered by the Compensation Committee in consultation with Mercer. The Compensation Committee considers market data, executive tenure in the role, performance and other internal equity factors when recommending changes to NEO compensation.
NamePosition
Base Salary
(USD) (1)
Target AICP
(% of base salary)
Bradley J. DodsonPresident and Chief Executive Officer$750,000 100%
Carolyn J. StoneFormer Senior Vice President, Chief Financial Officer and Treasurer$425,000 70%
Peter L. McCannSenior Vice President, Australia$299,070 70%
Allan D. SchoeningSenior Vice President, Canada$377,961 70%
(1) Mr. McCann is paid in Australian dollars and Mr. Schoening is paid in Canadian dollars. Their respective base salaries have been converted to U.S. dollars at an exchange rate of $0.6646 U.S. dollar per Australian dollar and $0.7411 U.S. dollar per Canadian dollar, respectively, which reflect the average exchange rates for each currency for 2023.
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 NEOs.
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 2023, 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 of 85% or less 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 safety and financial performance objectives. Overachievement is earned 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 maximum level, 100-200% of the target amount is paid out proportionately.

RELATIONSHIP BETWEEN BASE SALARY, THRESHOLD AICP, TARGET AICP AND MAXIMUM AICP AWARD
Named Executive OfficerTarget AICP
(% of base salary)
ThresholdTargetMaximum
Bradley J. Dodson100%No AICP award is achieved until threshold is exceededEarned when an executive achieves 100% of his or her safety and financial performance objectivesEarned when performance results are above 100% of safety and financial performance objectives, with the maximum being 120%, which would result in a payout capped at 200% of target
Carolyn J. Stone70%
Peter L. McCann70%
Allan D. Schoening70%
The performance metrics for our AICP consist of financial metrics, typically budgeted EBITDA or Operating Cash Flow, as adjusted where deemed appropriate by the Compensation Committee, and safety performance.
The maximum AICP percentage permitted under the AICP is capped at two times the target level to mitigate the potential for excessive risk taking.
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Executive Compensation
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 AICP 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 AICP award determinations for our NEOs for 2023:
Financial PerformanceSafety
Performance
NamePosition Consolidated Adjusted EBITDADivision AICP EBITDA
Bradley J. DodsonPresident and Chief Executive Officer80%n/a20%
Carolyn J. StoneFormer Senior 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%

For AICP purposes in 2023, performance metrics consisted of two financial metrics, budgeted Consolidated AICP EBITDA and budgeted Divisional AICP EBITDA (or, for certain executives, just one financial metric, budgeted Consolidated AICP EBITDA), and one metric based on safety performance as measured by 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 threshold, target, and over-achievement performance goals were used for determining payouts for our NEOs under the 2023 AICP (dollars in millions):
ThresholdTargetOver AchievementActual Achievement
Consolidated AICP EBITDA (in USD)$79.7 $93.8 $112.6 $119.7 
Division EBITDA Targets
   Canada (in CAD)$57.7 $67.9 $81.5 $95.3 
   Australia (in AUD)$87.7 $103.1 $123.8 $111.2 
Global TRIR Targets0.890.700.400.45

For 2023, specific adjustments to EBITDA included impairment expenses, expenses related to unbudgeted variability in stock-based compensation expense, changes in foreign exchange rates, net gains associated with the sale of the McClelland Lake Lodge and mobile camp demobilization costs that were deferred into future years. The adjustments to EBITDA in 2023 were consistent with past practices.
The 2023 global safety TRIR target was set at a more challenging level by lowering the target to 0.70 as compared to the target set in 2022 of 0.72. The global safety target is a consolidation of the various region specific TRIR goals from Australia, Canada and the United States.
In 2023, the following performance results under the AICP were considered for award determination purposes:
Consolidated AICP EBITDA of US $119.7 million (127.6% of budget);
AICP EBITDA for our Canadian division of CAD $95.3 million (140.4% of budget);
AICP EBITDA for our Australian division of AUD $111.2 million (107.9% of budget); and
TRIR safety performance achievement of 183% payout for Consolidated; 188% payout for Canada and 177% 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 $0.6646 U.S. dollar per Australian dollar, the average exchange rate for 2023. Mr. Schoening’s bonus, which is paid out in Canadian dollars, has been converted to U.S. dollars below at an exchange rate of $0.7411 U.S. dollar per Canadian dollar, the average exchange rate for 2023.
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Executive Compensation
Business PerformanceTotal AICP Payout
NamePositionFinancialSafety$% of Target
Bradley J. DodsonPresident and Chief Executive Officer$1,200,000 $274,995 $1,474,995 197 %
Carolyn J. StoneFormer Senior Vice President, Chief Financial Officer and Treasurer$476,000 $109,081 $585,081 197 %
Peter L. McCannSenior Vice President, Australia$283,893 $74,167 $358,060 171 %
Allan D. SchoeningSenior Vice President, Canada$423,316 $99,479 $522,795 198 %
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 2023, all NEOs received equity awards made up of 50% time-based phantom share units and 50% cliff-vested performance share awards. All long-term incentive awards made to employees are generally subject to a three-year vesting period, with time-based awards vesting in equal installments on each of the first three anniversaries of the date of grant and performance-based awards vesting on the third anniversary of the date of grant, subject to achievement of the applicable performance goals. 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 2023, Civeo granted a combination of phantom share units and performance-based share awards as long-term incentive awards to its NEOs 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
Performance Share Awards at TargetStock Price at
Date of Grant
($)
Valuation(1)
Bradley J. DodsonPresident and Chief Executive Officer40,459 40,459 $31.05$2,811,698 
Carolyn J. StoneFormer Senior Vice President, Chief Financial Officer and Treasurer11,634 11,635 $31.05$808,543 
Peter L. McCannSenior Vice President, Australia6,298 6,299 $31.05$437,718 
Allan D. SchoeningSenior Vice President, Canada9,166 9,167 $31.05$637,030 
(1)This column shows the full grant date fair value of the phantom share units and performance share awards as computed under FASB ASC Topic 718—Stock Compensation and granted to the NEOs during 2023. 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 share price on the date of grant. See Note 19 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for additional detail regarding assumptions underlying the value of these awards.


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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.
 
Performance metricsPerformance periodParticipants
Relative TSR (compared against our defined peer group)
Cumulative free cash flow (2021 grant) or cumulative operating cash flow (2022 and 2023 grants), in each case relative to a preset target
 
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 period and includes all dividends paid over the performance period.
Payouts under the performance shares are capped at 100% payout (Target) for the relative TSR component, if Civeo’s absolute TSR over the performance period is negative, irrespective of relative performance. Starting in 2021, the Compensation Committee added a performance metric, cumulative free cash flow relative to a preset target, to the performance share awards, due in part to the feedback from our 2020 shareholder engagement efforts as well as the Company’s current focus on generating cash flow and reducing leverage. The performance metrics for the 2021 grant were weighted 30% to cumulative free cash flow and 70% to relative TSR. For 2022 and 2023, the Compensation Committee changed this additional financial performance metric to cumulative operating cash flow relative to a preset target. The performance metrics for the 2022 and 2023 grants were weighted 50% to cumulative operating cash flow and 50% to relative TSR.
Performance share awards can be earned in amounts between 0% and 200% of the participant’s target performance share award, with the payout percentage to be determined based on Civeo’s performance with respect to the applicable performance metrics.

PERFORMANCE SHARE AWARD TIMELINE
FY21FY22FY23FY24FY25
FY21 PSAYear 1Year 2Year 3
Year 3
FY22 PSAYear 1Year 2Year 3
Year 3
FY23 PSAYear 1Year 2Year 3

All performance share awards have been approved by the Compensation Committee and the board of directors. Due to the Company's share price and the Compensation Committee's desire to limit shareholder dilution, no performance share awards were granted in 2020; cliff-vesting cash awards were granted to executives. These cash awards vested and were paid in 2023. For those performance share awards that were granted in 2021, the performance period is January 1, 2021 to December 31, 2023. For those performance share awards that were granted in 2022, the performance period is January 1, 2022 to December 31, 2024. For those performance share awards that were granted in 2023, the performance period is January 1, 2023 to December 31, 2025.
All long-term incentive awards under the EPP are expensed in accordance 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.

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Executive Compensation
Chief Executive Officer Compensation for 2023
During its evaluation of Mr. Dodson’s compensation, the Compensation Committee reviewed (i) performance against the 2023 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.
The following graphic provides information about equity and non-equity awards granted to Mr. Dodson in 2023. LTIP Awarded reflects the value of phantom share units and performance shares as approved by the Compensation Committee.

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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 eligible compensation up to annual limits defined by the IRS. Civeo makes matching contributions under this plan on the first 6% of the participant’s eligible compensation, providing a 100% match on the employee’s contribution up to 4% of his or her eligible compensation and a 50% match on the employee’s contribution up to an additional 2% of the employee’s eligible 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 10.5% of base salary (and may make additional contributions up 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 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.

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Executive Compensation
Procedures for Determining Compensation
Executive Compensation Decision-Making and Approval Process
All executive compensation decisions for NEOs 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 as 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 for all other executives officers. 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 2023 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 2023:
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 2023 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 2023, fees paid to Mercer in the form of commissions by our Canadian insurer and retirement plan fund manager totaled $47,718 and $15,777, respectively, for benefits consulting services provided to our Canadian operations. During 2023, fees paid to Mercer in the form of commissions by our U.S. insurers and retirement plan administrator totaled $115,683 and $30,651, respectively, for benefits consulting services provided to our U.S. operations. In the opinion of the Compensation Committee, the scale of these fees ($209,829 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 $164,948 in 2023.

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Executive Compensation
Other Items
Executive and Change of Control Agreements
Civeo maintains Executive Agreements with Messrs. Dodson and McCann and a Change of Control Agreement with Mr. Schoening. Ms. Stone was also party to a Change of Control Agreement prior to her termination of employment in March 2024. These agreements are not considered long-term employment agreements. Our 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 (as defined in each agreement) 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 based on the executive officer'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 (and Ms. Stone's agreement prior to her termination), each officer is entitled to receive a lump-sum payment equal to 2 times his or her base salary and annual incentive amount if a qualified termination occurs during the 18-month period following a Change of Control.
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 qualifying termination during the protection period following a Change of Control 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, prior to her termination 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, prior to her termination Ms. Stone), vesting of all employer contributions to our 401(k) plan to the extent not already vested and (C) for each of Messrs. Dodson, McCann and Schoening (and, prior to her termination Ms. Stone), 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. Where a qualified termination occurs outside of the protection period following a Change of Control, (1) Mr. Dodson’s Executive Agreement provides 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 and that he will be entitled to health benefits until the earlier of (x) 24 months and (y) the date the Mr. Dodson began receiving comparable benefits from a subsequent employer and (2) Mr. McCann’s Executive Agreement provides for the full vesting of all restricted stock awards, restricted share units, performance shares, deferred shares, phantom units, options and other equity-based awards to the extent that such equity-based award would have vested over the year following his termination in accordance with their terms. The executive agreement entered into with Mr. Dodson in 2006 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 any other named executive officer. See “Potential Payments Under Termination or Change of Control” in this proxy statement for additional disclosures of severance and Change of Control payments for NEOs.
Civeo’s Executive Agreements have a term of three years, Mr. Schoening's Change of Control Agreement has 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 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.
With respect to outstanding performance share awards, 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
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Executive Compensation
awards, then the participant is entitled to payout of the performance share award under terms provided within the Performance Share Award Program.
In addition, on July 26, 2022, Civeo entered into a retention commitment agreement with Mr. Schoening, which was amended in October 2023 (as amended “Retention Agreement”). The Retention Agreement provides that in the event that Mr. Schoening’s employment with the Company is terminated without Cause (as defined in his Change of Control Agreement) at any time prior to December 31, 2024 (the “Retention Date”), then, subject to his execution and non-revocation of a release of claims in favor of the Company, Mr. Schoening will receive: (1) a cash lump sum equal to the amount of Mr. Schoening’s base salary that he would have received over the period commencing on his termination date and ending on the Retention Date, (2) a cash lump sum equal to Mr. Schoening’s target bonus for each annual bonus period ending prior to the Retention Date (3) accelerated vesting of all outstanding equity awards (except that any performance-based equity awards will continue to vest based on actual performance and remain outstanding for the applicable performance period), and (4) continued medical and dental benefits at coverage levels that are at least equal to those provided to Mr. Schoening and his dependents immediately prior to Mr. Schoening’s termination of employment until the Retention Date. The Agreement also provides that if Mr. Schoening’s employment with the Company terminates following the Retention Date, he may elect to enter into a consulting relationship with the Company to provide part-time advisory and support services. During any such consulting period Mr. Schoening’s then outstanding equity awards will continue to vest in accordance with their terms. If Mr. Schoening’s consulting relationship is terminated without Cause, all of Mr. Schoening’s then unvested equity awards will immediately accelerate in full. In the event that Mr. Schoening’s employment is terminated in connection with a Change in Control of the Company at any time prior to the Retention Date, the Change of Control Agreement will supersede the Agreement and Mr. Schoening will only be entitled to any payments and benefits due to him under the Change of Control Agreement. Mr. Schoening announced his intention to retire from the Company effective December 31, 2024.
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.
Carolyn Stone Separation
As previously announced, the Company terminated Ms. Stone’s employment without cause effective March 4, 2024. In connection with her termination of employment, Ms. Stone and the Company entered into a Separation, Waiver and Release Agreement (the “Stone Separation Agreement”) pursuant to which she will receive: (i) a lump sum cash severance payment of $690,467.32; (ii) reimbursement of the difference between (a) the amount paid by Ms. Stone for continued medical and dental coverage for herself and her dependents under COBRA, for up to 12 months following the Separation Date; and (b) the contribution amounts paid by active employees for such medical and dental coverage, with such reimbursements to be provided to Ms. Stone by the Company in two lump sum payments within 30 days following September 4, 2024 and March 4, 2025; (iii) outplacement services at an aggregate cost not to exceed $20,000; and (iv) a supplemental lump sum cash payment of $423,650, in recognition of the value of certain outstanding phantom share units and performance share awards that were forfeited upon her termination. The Separation Agreement also includes a general release of claims in favor of the Company and confidentiality, non-solicitation and non-disparagement covenants. Ms. Stone forfeited all outstanding, unvested equity awards upon her termination.
Accounting Considerations
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.

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Executive Compensation
Clawback Policy
Under Civeo’s clawback policy, in the event that Civeo is required to prepare an accounting restatement due to Civeo’s material non-compliance with any financial reporting requirement under the federal securities laws, Civeo will, subject to limited exceptions, recover the amount of any applicable incentive-based compensation received by an executive covered by the policy during the applicable recovery period (generally the prior three completed fiscal years) that exceeds the amount that otherwise would have been received had it been determined based on the restated financial statements. The clawback policy is intended to comply with, and will be administered and interpreted consistent with the requirements of Exchange Act Rule 10D-1 and applicable NYSE listing standards.
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 require our executives to attain ownership of shares equal in value to an amount 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 18, 2024, all current executive officers were in compliance with the guidelines as demonstrated in the chart below.
Ownership in SharesCompliance
Y/N
ExecutivesTarget OwnershipCurrent Holdings
Bradley J. Dodson195,618 389,284 Yes
Peter L. McCann31,202 79,544 Yes
Allan D. Schoening39,433 44,113 Yes
Barclay H. Brewer11,655 14,946 Yes

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. Each year executive retention is carefully considered by the Compensation Committee in arriving at its long-term incentive award determinations for our NEOs, 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.

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
Constance B. Moore
Michael Montelongo
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Executive Compensation
Executive Compensation Tables
Summary Compensation Table
The following table sets forth certain information regarding the compensation of our NEOs for the fiscal years shown below.
Name and Principal PositionYearSalary
($)
Bonus
($)(4)
Stock
Awards
($)(5)
Non-Equity
Incentive Plan
Compensation
($)(6)
All Other
Compensation
($)(7)
Total
($)
Bradley J. Dodson
President and Chief Executive Officer
2023
$
750,000 
$
1,256,251 $2,811,698 $1,474,995 $18,918 $6,311,862 
2022750,000 — 2,839,301 1,110,600 17,884 4,717,785 
2021744,808 — 2,960,437 1,336,323 17,123 5,058,691 
Peter L. McCann (1)
Senior Vice President, Australia
2023$299,070 
$
178,133 $437,718 $358,060 $18,210 
$
1,291,191 
2022312,615 — 501,764 294,601 16,972 1,125,952 
2021336,097 — 523,179 239,920 17,053 1,116,249 
Allan D. Schoening (2)
Senior Vice President, Canada
2023$377,961 
$
268,079 $637,030 $522,795 $42,054 
$
1,847,920 
2022392,139 — 685,239 480,480 43,508 1,601,366 
2021402,275 — 714,485 496,049 36,500 1,649,309 
Carolyn J. Stone (3)
Former Senior Vice President, Chief Financial Officer and Treasurer
2023$425,000 
$
255,000 $808,543 $585,081 $18,902 
$
2,092,526 
2022416,173 — 816,477 461,388 17,521 1,711,559 
2021372,308 — 671,624 434,193 15,872 1,493,997 
(1)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 2023, 2022, and 2021 was $0.6646, $0.6947, and $0.7517 respectively.
(2)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 2023, 2022 and 2021 was $0.7411, $0.7689 and $0.7979 respectively.
(3)As previously announced, Ms. Stone’s employment was terminated without cause on March 4, 2024, and she was succeeded by Barclay Brewer, the Company’s Vice President and Controller, who was appointed as Interim Chief Financial Officer.
(4)The amounts shown in this column reflect a one-time cash payment made to each of the NEOs in 2023 in settlement of time-vested cash bonus awards granted in 2020 in lieu of performance shares. Performance shares were not granted in 2020 given the number of shares then available under the EPP, the Company's stock price at the time and feedback from the Company’s largest investors regarding potential dilution. Pursuant to SEC rules, these 2020 awards are required to be shown as compensation for the year earned and paid, whereas the full grant date fair value of performance shares is typically reported as compensation in the year of grant.
(5)This column represents the dollar amounts, for the years shown, of the aggregate grant date fair value of performance shares 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, and does not necessarily correspond to the actual value that will be recognized by the NEOs. 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 NEOs. See Note 19 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for additional detail regarding assumptions underlying the value of these awards. If the maximum performance level were achieved for the performance shares included in this column, the following amounts, including phantom share units, would have been included for Messrs. Dodson, McCann, Schoening and Ms. Stone, respectively in 2023, $3,768,756, $586,721, $853,875 and $1,083,769.
(6)Amounts for “Non-Equity Incentive Plan Compensation” were earned for the applicable fiscal year pursuant to Civeo’s AICP and were paid to each of the NEOs in 2024, 2023 and 2022, respectively. For a description of Civeo’s AICP, see “Compensation Discussion and Analysis—Compensation Program Components—Annual Incentive Compensation Plan.” Ms. Stone's amount for 2022 also includes a project bonus of $30,000.
(7) The amounts shown in the “All Other Compensation” column reflect the following for each NEO for 2023:

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Executive Compensation
NameYear
Retirement
Plan Match
($)(a)
Non-Registered
Savings Plan
Match ($)(a)
Life Insurance
Benefits
($)(b)
Total
($)
Bradley J. Dodson 2023$16,500 $— $2,418 $18,918 
Peter L. McCann2023$18,210 $— $— $18,210 
Allan D. Schoening2023$11,695 $30,359 $— $42,054 
Carolyn J. Stone2023$16,500 $— $2,402 $18,902 
(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 $2,418 in imputed income attributable to life insurance benefits. The amounts shown in the “Other" column for Ms. Stone include $2,402 in imputed income attributable to life insurance benefits.
Grants of Plan Based Awards for 2023
The following table provides information about equity and non-equity awards granted to our NEOs in 2023.


Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
Estimated Future Payouts Under Equity Incentive Plan Awards(2)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(3)
Grant
Date
Fair Value
of Stock
Awards
($)(4)
NameAward TypeGrant
Date
Threshold
($)
Target
($)
Maximum
($)
 Threshold
(#)
Target
(#)
Maximum
(#)
Bradley J.
AICP$$750,000 $1,500,000 
DodsonPerformance Shares2/23/202310,115 40,459 80,918 $1,555,446 
Phantom Units2/23/202340,459 $1,256,252 
Peter L.
AICP$$209,349 $418,698 
McCann(5)
Performance Shares2/23/20231,575 6,299 12,598 $242,165 
Phantom Units2/23/20236,298 $195,553 
Allan D.
AICP$$264,573 $529,145 
Schoening(6)
Performance Shares2/23/20232,292 9,167 18,334 $352,425 
Phantom Units2/23/20239,166 $284,604 
Carolyn J.
AICP$$297,500 $595,000 
StonePerformance Shares2/23/20232,909 11,635 23,270 $447,308 
Phantom Units2/23/202311,634 $361,236 
(1)The amounts shown in the columns “Threshold”, “Target” and “Maximum” reflect the threshold, target and maximum 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, 2023; 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 shown in the “Threshold”, “Target” and “Maximum” columns reflect the potential number of shares that may be earned under 2023 grants under our Performance Share Award Program based on our relative TSR and cumulative operating cash flow over the applicable three-year performance period (see discussion in “Compensation Discussion and Analysis - Compensation Program Components-Performance Share Award Programs”). Earned shares will vest in full on the third anniversary of the grant date.
(3)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.
(4)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 NEOs during 2023. 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 19 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2023 for additional detail regarding assumptions underlying the value of these awards.
(5)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 2023 of $0.6646 U.S. dollar per Australian dollar.
    2023 Proxy Statement
49

Executive Compensation
(6)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 2023 of $0.7411 U.S. dollar per Canadian dollar.

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Executive Compensation
Outstanding Equity Awards at 2023 Fiscal Year End
The following table provides information on the holdings of share awards by our NEOs as of December 31, 2023. The NEOs do not have any outstanding options, and Civeo has not issued any options since we spun off from Oil States International in 2014 and became a publicly traded company. The market value of the share awards is based on the closing market price of Civeo’s common shares as of December 29, 2023, the last trading day of 2023, which was $22.85.
Stock Awards
NameNumber of Shares or Units of Stock that Have Not Vested
(#)
Market Value of Shares or
Units of Stock that Have Not Vested
($)
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. Dodson21,149 (1)$483,255 
38,120 (3)$871,042 
40,459 (5)$924,488 
63,447 (2)$1,449,764 
57,181 (4)$1,306,586 
40,459 (6)$924,488 
Peter L. McCann3,738 (1)$85,413 
6,737 (3)$153,940 
6,298 (5)$143,909 
11,213 (2)$256,217 
10,105 (4)$230,899 
6,299 (6)$143,932 
 
Allan D. Schoening5,104 (1)$116,626 
9,200 (3)$210,220 
9,166 (5)$209,443 
15,313 (2)$349,902 
13,800 (4)$315,330 
9,167 (6)$209,466 
Carolyn J. Stone4,798 (1)$109,634 
10,962 (3)$250,482 
11,634 (5)$265,837 
14,394 (2)$328,903 
16,443 (4)$375,723 
11,635 (6)$265,860 
(1)Phantom share units award of February 22, 2021 that vests at the rate of 33.33% per year, with vesting dates of February 22, 2022, February 22, 2023 and February 22, 2024.
(2)Performance share award of February 22, 2021 that vests on February 22, 2024, which is reported assuming target level achievement of the relative TSR performance metric and the cumulative free cash flow performance hurdle.
(3)Phantom share units award of February 25, 2022 that vests at the rate of 33.33% per year, with vesting dates of February 25, 2023, February 25, 2024 and February 25, 2025.
(4)Performance share award of February 25, 2022 that vests on February 25, 2025, which is reported assuming target level achievement of the relative TSR performance metric and the cumulative operating cash flow performance hurdle.
(5)Phantom share units award of February 23, 2023 that vests at the rate of 33.33% per year, with vesting dates of February 23, 2024, February 23, 2025 and February 23, 2026.
(6)Performance share award of February 23, 2023 that vests on February 23, 2026, which is reported assuming target level achievement of the relative TSR performance metric and the cumulative operating cash flow performance hurdle.
    2023 Proxy Statement
51

Executive Compensation
Stock Vested
The following table provides information for our NEOs for the period from January 1, 2023 to December 31, 2023 regarding the number of our common shares acquired upon the vesting of stock awards and the value realized, each before payment of any applicable withholding tax. No NEOs have any options outstanding or have exercised any options in the fiscal year. Reported values for the stock awards were calculated based on the number of stock awards vesting multiplied by the closing share price on the date of vesting.
Stock Awards
NameNumber of Shares
Acquired on Vesting
(#)
Value
Realized on Vesting
($)
Bradley J. Dodson66,646 $2,084,413 
Peter L. McCann10,854 $339,788 
Allan D. Schoening15,346 $480,215 
Carolyn J. Stone15,646 $489,161 
Non-Qualified Deferred Compensation
Civeo maintains a non-qualified defined contribution style of plan in Canada in which Mr. Schoening is a participant. The investment alternatives available under such Canadian non-qualified deferred compensation plan during 2023 were the same mutual funds available to all employees under the Canadian non-qualified deferred compensation 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 2023 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 using an exchange rate of $0.7411. Messrs. Dodson and McCann and Ms. Stone did not participate in this plan or any other non-qualified deferred compensation plan during 2023.
Name
Executive
Contributions in
Last Fiscal Year
($)(1)
Registrant
Contribution in
Last Fiscal Year
($)(2)
Aggregate Earnings
(Loss) in Last
Fiscal Year
($)(3)
Aggregate
Withdrawals/
Distributions
($)
Aggregate Balance
At Last Fiscal
Year End
($)(4)
Allan D. Schoening$39,245 $30,359 $58,270 — $474,623 
(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 2023.
(2)The $30,359 reported for Mr. Schoening in this column is also included in the “All Other Compensation” column of the Summary Compensation Table for 2023.
(3)This column represents net unrealized appreciation, loss, dividends and distributions for Mr. Schoening for mutual fund investments for 2023 associated with investments held in the Canadian non-qualified deferred compensation plan and is not reported in the Summary Compensation Table as such amount is not above-market.
(4)$270,901 of the aggregate balance was reported for Mr. Schoening previously as compensation in our “Summary Compensation Table” in prior years’ proxy statements.

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