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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  x                             Filed by a Party other than the Registrant  ¨
Check the appropriate box:
 
 
 
 
x

 
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 under Rule 14a-12
Civeo Corporation
(Name of registrant as specified in its charter)
 
(Name(s) of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):


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x
No fee required.
¨
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
 
Title of each class of securities to which transaction applies:
 
     
 
(2)
 
Aggregate number of securities to which transaction applies:
 
     
 
(3)
 
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
     
 
(4)
 
Proposed maximum aggregate value of transaction:
 
     
 
(5)
 
Total fee paid:
 
     
¨
Fee paid previously with preliminary materials.
¨
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
 
Amount Previously Paid:
 
     
 
(2)
 
Form, Schedule or Registration Statement No.:
 
     
 
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Filing Party:
 
     
 
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Date Filed:
 
     


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CIVEO CORPORATION
Three Allen Center
333 Clay Street, Suite 4980
Houston, Texas 77002
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held On May 14, 2020
To the Shareholders of Civeo Corporation:
NOTICE IS HEREBY GIVEN THAT we plan to hold the 2020 annual general meeting of shareholders (the “annual general meeting”) of Civeo Corporation, a British Columbia, Canada limited company (“Civeo”), online on May 14, 2020, at 9:00 a.m., Houston, Texas time, due to the public health impact of the novel coronavirus ("COVID-19") and to support the health and well-being of our employees and shareholders. You will be able to attend and participate in the annual general meeting by visiting https://web.lumiagm.com/291983725, where you will be able to listen to the meeting live, submit questions, and vote. The annual general meeting will be held for the following purposes:
1.
To elect the following two persons as Class III members of Civeo’s board of directors: Bradley J. Dodson and Timothy O. Wall, each for a term of three years ending at the 2023 annual general meeting of shareholders or until their successors are duly elected and qualified;
2.
To ratify the appointment of Ernst & Young LLP as Civeo’s independent registered public accounting firm for the year ending December 31, 2020 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 2020;
3.
To approve, on an advisory basis, the compensation of Civeo’s named executive officers;
4.
To approve an amendment to the 2014 Equity Participation Plan of Civeo Corporation (the "EPP") to increase the number of shares available for issuance thereunder by 13,000,000 shares, subject to adjustment in accordance with the terms of the EPP;
5.
To receive and consider the audited financial statements of Civeo for the financial year ended December 31, 2019, and the auditors’ report thereon;
6.
To approve a consolidation or reverse share split of the issued and outstanding common shares of Civeo, whereby, at the discretion of our board of directors, the outstanding common shares would be combined, converted and changed into a lesser number of common shares at a ratio to be selected by our board of directors in the range of 1:10 to 1:25, and a related amendment to our Notice of Articles to effect a proportional reduction in the number of authorized common shares based on the selected reverse share split ratio (rounded up to the nearest integral multiple of 1,000,000), effective upon implementation of the reverse share split; and
7.
To conduct any other business as may properly come before the annual general meeting or any adjournment or postponement thereof.
We intend to return to an in-person annual meeting next year. We are actively monitoring the public health and travel safety concerns relating to COVID-19 and the advisories or mandates that federal, state, and local governments, and related agencies, may issue.  Depending on developments relating to COVID-19, we may make alternative arrangements relating to the annual general meeting, which could include changing the date and/or time of the meeting. We will announce any alternative arrangements for the annual general meeting as promptly as practicable. Please monitor our website at www.civeo.com and check our website the week of the meeting.   As always, we encourage you to vote your shares prior to the annual general meeting.


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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.
Only shareholders of record at the close of business on March 25, 2020 are entitled to notice of and to vote during the annual general meeting or at any adjournment or postponement thereof that may take place.
As owners of Civeo, your vote is important. It is important that your shares be represented, and please vote as soon as possible. Voting your shares by returning your proxy card or voting instruction card or voting through the Internet or by telephone does not affect your right to vote online during the annual general meeting. For specific information regarding the voting of your shares, please refer to the section entitled “General Information About the Annual General Meeting,” beginning on page 2 of the accompanying proxy statement.
By Order of the Board of Directors,
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LaTosha N. Fraley
Corporate Secretary
Houston, Texas
April __, 2020
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON MAY 14, 2020: A COPY OF THIS PROXY STATEMENT, PROXY VOTING CARD AND THE CIVEO 2019 ANNUAL REPORT ARE AVAILABLE AT WWW.INVESTORVOTE.COM.


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CIVEO CORPORATION
Three Allen Center
333 Clay Street, Suite 4980
Houston, Texas 77002
Proxy Statement
This proxy statement is being furnished to shareholders of Civeo Corporation, a British Columbia, Canada limited company (“Civeo”), in connection with the solicitation of proxies by its board of directors for use at the 2020 annual general meeting of shareholders (the “annual general meeting”), which we plan to hold online on May 14, 2020 at 9:00 a.m., local time, due to the public health impact of the novel coronavirus ("COVID-19") and to support the health and well-being of our employees and shareholders. You will be able to attend and participate in the annual general meeting by visiting https://web.lumiagm.com/291983725, where you will be able to listen to the meeting live, submit questions, and vote. During the annual general meeting, shareholders will have the opportunity to vote on the proposals to elect the following two persons as Class III members of Civeo’s board of directors: Bradley J. Dodson and Timothy O. Wall, each for a term of three years ending at the 2023 annual general meeting of shareholders or until their successors are duly elected and qualified (the “Director Proposal”); to ratify the appointment of Ernst & Young LLP as Civeo’s independent registered public accounting firm for the year ending December 31, 2020 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 2020 (the “Auditor Proposal”); to approve, on an advisory basis, the compensation of Civeo’s named executive officers (the “Say-on-Pay Proposal”); to approve an amendment to the 2014 Equity Participation Plan of Civeo Corporation (the "EPP") to increase the number of shares available for issuance thereunder by 13,000,000 shares, subject to adjustment in accordance with the terms of the EPP (the "EPP Proposal"); to approve a reverse share split and amendment to our Notice of Articles to effect a reduction in authorized common shares (the "Reverse Share Split Proposal"); and to conduct any other business as may properly come before the annual general meeting or any adjournment or postponement thereof. The approximate date of first mailing of this proxy statement, the accompanying proxy and Civeo’s 2019 annual report is April 15, 2020.
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.


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GENERAL INFORMATION ABOUT THE ANNUAL GENERAL MEETING
The following questions and answers are intended to address briefly some commonly asked questions regarding the annual general meeting. These questions and answers may not address all questions that may be important to you. Please refer to the more detailed information contained elsewhere in this proxy statement and its annexes for more information.
 
Q: Why am I receiving this proxy statement?

A: During the annual general meeting, you will be asked to vote on several proposals, including:
 
the election of two persons as Class III members of Civeo’s board of directors: Bradley J. Dodson and Timothy O. Wall;
the ratification of the appointment of Ernst & Young LLP as Civeo’s independent registered public accounting firm for the year ending December 31, 2020 and until the next annual general meeting of shareholders and the authorization of the directors, acting through the Audit Committee, to determine the remuneration to be paid to Ernst & Young LLP for 2020;
the approval, on an advisory basis, of the compensation of Civeo’s named executive officers;
the approval of an amendment to the EPP to increase the number of shares available for issuance thereunder by 13,000,000 shares, subject to adjustment in accordance with the terms of the EPP;
to approve a reverse share split and amendment to our Notice of Articles to effect a reduction in authorized common shares; and
the conduct of any other business as may properly come before Civeo’s annual general meeting or any adjournment or postponement thereof.
The board of directors knows of no matters, other than those stated in this proxy statement, to be presented for consideration at the annual general meeting.
We encourage you to read this proxy statement carefully, as it contains important information about these proposals and the annual general meeting.
Your vote is important and we encourage you to vote as soon as possible. Even if you plan to attend the annual general meeting online, we recommend that you vote your shares prior to the meeting so that your vote will be counted if you later decide not to attend.

Q: What vote of shareholders is required to approve the proposals at the annual general meeting?
A: For the Say-on-Pay Proposal ,the EPP Proposal, and the Reverse Share Split Proposal, you may vote "FOR", "AGAINST" or "ABSTAIN". To approve the Say-on-Pay Proposal and the EPP Proposal, the votes cast in favor of the proposal must exceed the votes cast against the proposal. To approve the Reverse Share Split Proposal, the affirmative vote of 66 2/3% of the votes cast by shareholders entitled to vote on the matter is required.
For the Director Proposal and the Auditor Proposal, you may vote either “FOR” or “WITHHOLD.” A plurality of the votes cast by shareholders at the meeting is required to approve the Director Proposal and the Auditor Proposal. Votes cast with respect to the Director Proposal and the Auditor Proposal include only those votes cast “FOR” the proposal, and a vote marked “WITHHOLD” with respect to the proposal will not be voted and will not count for or against the proposal. Cumulative voting is not permitted in the election of directors. In accordance with our corporate governance guidelines, however, any director who receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” such election is required to tender his or her resignation for consideration by the Nominating and Corporate Governance Committee following certification of the shareholder vote. For more information, please read “Management-Director Resignation Policy.”

Q: What vote does the board of directors recommend?

A: The board of directors recommends shareholders of Civeo vote “FOR” each of the director nominees named in the Director Proposal, the Auditor Proposal, the Say-on-Pay Proposal, the EPP Proposal and the Reverse Share Split Proposal.

Q: When and where will the annual general meeting be held?
 
A: This year, we plan to hold the annual general meeting online on May 14, 2020 at 9:00 a.m., local time, due to the public health impact of COVID-19 and to support the health and well-being of our employees and shareholders. You will be able to attend and participate in the annual general meeting by visiting https://web.lumiagm.com/291983725, where you will be able to listen to the meeting live, submit questions, and vote. We intend to return to an in-person annual meeting next year.

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We are actively monitoring the public health and travel safety concerns relating to COVID-19 and the advisories or mandates that federal, state, and local governments, and related agencies, may issue. Depending on developments relating to COVID-19, we may make alternative arrangements relating to the annual general meeting, which could include changing the date and/or time of the meeting. We will announce any alternative arrangements for the annual general meeting as promptly as practicable. Please monitor our website at www.civeo.com and check our website the week of the meeting. As always, we encourage you to vote your shares prior to the annual general meeting.

Q: How can I attend the annual general meeting?

A: This year, we plan to hold the annual general meeting online through an audio webcast. This format will enable shareholders to attend the meeting and participate from any location, at no cost. You will be able to attend the annual general meeting online, submit your questions, and vote your shares online at the annual general meeting (see below).
Shareholders and duly appointed proxyholders can attend the annual general meeting online by going to https://web.lumiagm.com/291983725.
Registered shareholders and duly appointed proxyholders can participate in the meeting by clicking “I have a login” and entering a username and password before the start of the meeting.
Registered shareholders - The 15-digit control number located on the form of proxy or in the email notification you received is the username and the password is “civeo2020”.
Duly appointed proxyholders - Computershare will provide the proxyholder with a username after the voting deadline has passed. The password to the meeting is “civeo2020”.
Voting at the meeting will only be available for registered shareholders and duly appointed proxyholders. Non-registered shareholders who have not appointed themselves may attend the meeting by clicking “I am a guest” and completing the online form.
Shareholders who wish to appoint a third party proxyholder to represent them at the online meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a username to participate in the meeting. To register a proxyholder, shareholders MUST visit https://www.computershare.com/VEOQ by May 12, 2020 at 9 a.m. and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a username via email.
United States Beneficial holders: To attend and vote online at the annual general meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the annual general meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the annual general meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:
Computershare
100 University Avenue
8th Floor
Toronto, Ontario
M5J 2Y1
OR
Email at uslegalproxy@computershare.com
Requests for registration must be labeled as “Legal Proxy” and be received no later than May 12, 2020 at 9 a.m. You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the annual general meeting and vote your shares at https://web.lumiagm.com/291983725 during the meeting. Please note that you are required to register your appointment at www.computershare.com/appointee

Q: How can I appoint my proxy?

A: Shareholders who wish to appoint a third party proxyholder to represent them at the online meeting must submit their proxy or voting instruction form (if applicable) prior to registering your proxyholder. Registering your proxyholder is

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an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the meeting. To register a proxyholder, shareholders MUST visit https://www.computershare.com/VEOQ by May 12, 2020 at 9 a.m. and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email.
A proxy can be submitted to Computershare either in person, or by mail or courier, to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The proxy must be deposited with Computershare no later than May 12, 2020 at 9 a.m., or if the meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed meeting. If a shareholder who has submitted a proxy attends the meeting via the webcast and has accepted the terms and conditions when entering the meeting online, any votes cast by such shareholder on a ballot will be counted and the submitted proxy will be disregarded.

Q: How can I ask questions at the annual general meeting?

A: Shareholders who wish to submit a question in advance may do so at https://web.lumiagm.com/291983725. Shareholders also may submit questions live during the annual general meeting. Civeo is committed to transparency. All questions received before or during the annual general meeting, and Civeo's responses, will be posted to our Investor Relations website at
http://ir.civeo.com/events-presentations promptly after the annual general meeting. Personal details may be omitted for data protection purposes. If we receive substantially similar questions, we may group these questions together and provide a single response to avoid repetition.

Q: Who is entitled to vote online during the annual general meeting?

A: We have fixed March 25, 2020 as the record date for the annual general meeting. Civeo has one outstanding class of common shares that entitles holders to vote at meetings of Civeo’s shareholders. If you were a shareholder of Civeo as of the close of business, U.S. Eastern Time, on such date, you are entitled to vote on matters that come before the annual general meeting.

Q: How many votes do I have?

A: You are entitled to one vote for each share you owned as of the close of business, U.S. Eastern Time, on the record date. As of the close of business on the record date, there were approximately 170,569,380 Civeo common shares outstanding.

Q: How do I vote?

A: If you are a registered shareholder of Civeo as of the close of business, U.S. Eastern Time, on March 25, 2020, the record date for the annual general meeting, you may vote online during the annual general meeting or, to ensure your shares are represented at the annual general meeting, you may authorize a proxy to vote by:

accessing the Internet website specified on your proxy card;
calling the toll-free number specified on your proxy card; or
signing and returning your proxy card in the postage-paid envelope provided.
A proxy card is being sent with this proxy statement to each shareholder of record as of the record date for the annual general meeting.

If you hold shares in “street name” through a stock brokerage account or through a bank or other nominee, please follow the voting instructions provided by your broker, bank or other nominee to ensure that your shares are represented at the annual general meeting.

Q: If my shares are held in “street name” by my nominee, when will my nominee vote shares for me?

A: For the annual general meeting, if you are a beneficial owner whose shares are held by a bank, broker or other nominee of record, your bank, broker or other nominee of record has discretionary voting authority under New York Stock Exchange (“NYSE”) rules to vote your shares on the Auditor Proposal, even if it has not received voting instructions from you. However, such nominee does not have discretionary authority to vote on the Director Proposal, the Say-on-Pay Proposal, the EPP Proposal or the Reverse Share Split Proposal without instructions from you, in which case a broker non-vote will result and your shares will not be voted on those matters and will have no effect on the outcome of these votes. In these cases, the bank, broker or other nominee can include your shares as being present at the annual general meeting for purposes of determining the presence of a quorum but will not be able to vote on these matters for which specific authorization is required under the rules of

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the NYSE. Your nominee can give you directions on how to instruct the voting of your shares. We encourage you to instruct your nominee how to vote your shares.

Q: Are shareholders able to exercise appraisal rights?

A: Appraisal rights are not available to shareholders in connection with any of the proposals.

Q: Can I change my vote after I grant my proxy?
 
A: Yes. You can change your vote at any time before your proxy is voted at the annual general meeting. In addition to revocation in any other manner permitted by law, you can revoke your proxy in one of the following ways:

filing a written revocation with the Secretary prior to the voting of such proxy;
giving a duly executed proxy bearing a later date; or
voting online during the annual general meeting.
Your online attendance during the annual general meeting will not itself revoke your proxy.
If you have instructed a broker to vote your shares, you must follow the procedure provided by your broker to change those instructions.

Q: What will happen if I fail to vote or I abstain from voting?

A: Under applicable local law, if you are a shareholder of Civeo and (1) vote online during the annual general meeting or by proxy and mark your proxy or voting instructions to abstain, (2) do not vote online during the annual general meeting and do not respond by proxy or (3) fail to instruct your broker, bank or other nominee to vote, this will have no effect on the EPP Proposal, the Say-on-Pay Proposal or the Reverse Share Split Proposal. However, under NYSE rules governing the approval of equity compensation plans, a vote to abstain on the EPP Proposal will be counted as a vote "against" this proposal.
If you are a shareholder of Civeo and vote online during the annual general meeting and mark your proxy or voting instructions to withhold, this will have the effect of a vote withheld from the Director Proposal. If you are a shareholder of Civeo and vote online or by proxy during the annual general meeting and mark your proxy or voting instructions to withhold, this will have no effect on the Auditor Proposal. If you are a shareholder of Civeo and do not vote online during the annual general meeting or respond by proxy, this will have no effect on the Director Proposal or the Auditor Proposal.

Q: What will happen if I return my proxy card without indicating how to vote?

A: If you are a holder of record of shares of Civeo and sign and return your proxy card without indicating how to vote on any particular proposal, the shares of Civeo represented by your proxy will be voted as recommended by the Civeo board of directors with respect to that proposal.

Q: What is the quorum requirement for the annual general meeting?

A: The presence of shareholders, by voting online during the annual general meeting or by proxy, holding at least a majority of the outstanding common shares will be required to establish a quorum. The shareholders that vote online during the meeting or by proxy at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Abstentions, withheld votes and broker non-votes will be counted as present for purposes of determining whether there is a quorum.

Q: Who is soliciting my proxy?

A: Proxies are being solicited by our board of directors for use at the annual general meeting and any adjournment or postponement thereof.

Q: Who is paying for the cost of this proxy solicitation?

A: We are paying the costs of soliciting proxies. Upon request, we will reimburse brokers, banks, trusts and other nominees for reasonable expenses incurred by them in forwarding the proxy materials to beneficial owners of our shares.
In addition to soliciting proxies by mail, our board of directors, our officers and employees, or our transfer agent, may solicit proxies on our behalf by telephone and we have engaged a proxy solicitor to solicit proxies on our behalf by telephone

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and by other means. We expect the cost of Okapi Partners LLC, our proxy solicitor, to be approximately $9,000. Computershare, our transfer agent, will serve as the inspector of election for the annual general meeting.

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ELECTION OF DIRECTORS
(Proposal 1)
Two directors have been nominated for election at the annual general meeting to serve as Class III members of Civeo’s board of directors. Based on the recommendation of our Nominating and Corporate Governance Committee, Civeo’s board of directors has nominated Bradley J. Dodson and Timothy O. Wall for election to the two expiring Class III 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 2023, 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 Timothy O. Wall is “independent,” as that term is defined by the applicable NYSE listing standards. Since Mr. Dodson serves as our President and Chief Executive Officer, our board of directors has determined that Mr. Dodson does not qualify as "independent" in accordance with the applicable NYSE listing standards. See “Management—Director Independence” for a discussion of director independence determinations. See “Management” 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.


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MANAGEMENT
Executive Officers and Directors
The following table sets forth information as of March 31, 2020 regarding the individuals who serve as our executive officers and directors, including the two nominees for election to the Class III positions on the board of directors at the annual general meeting.
 
Name
 
 
Position(s)
 
Age
 
Class
Richard A. Navarre
 
 
Chairman of the Board
 
59
 
Class II
Bradley J. Dodson
*
 
President, Chief Executive Officer and Director
 
46
 
Class III
Carolyn J. Stone
 
 
Senior Vice President, Chief Financial Officer and Treasurer
 
47
 
Peter L. McCann
 
 
Senior Vice President, Australia
 
53
 
Allan D. Schoening
 
 
Senior Vice President, Canada
 
61
 
C. Ronald Blankenship
 
 
Director
 
70
 
Class I
Martin A. Lambert
 
 
Director
 
64
 
Class II
Constance B. Moore
 
 
Director
 
64
 
Class II
Charles Szalkowski
 
 
Director
 
71
 
Class I
Timothy O. Wall
*
 
Director
 
58
 
Class III
 
*
Nominee for election as Class III director at the annual general meeting.
Richard A. Navarre has been a director of Civeo since June 2014 and currently serves as Chairman of the board of directors of Civeo. Mr. Navarre is currently President and CEO of Covia Corporation. From June 2012 until August 2019, Mr. Navarre provided advisory services to the energy industry and investment firms. From 1993 until his retirement in 2012, Mr. Navarre was employed at Peabody Energy Corporation. He served as the President of the Americas, President and Chief Commercial Officer, Executive Vice President of Corporate Development and Chief Financial Officer. Mr. Navarre is currently an independent director, member of the audit committee and Chairman of conflicts committee for Natural Resource Partners LP (NYSE:NRP), independent director, chairman of compensation committee and member of audit and nominating and governance committees for Arch Coal, executive director and Chairman of the board of directors of Covia Corporation since June 2018 and was past Chairman of the board of directors for United Coal Company, LLC. He is a member of the Hall of Fame of College of Business at Southern Illinois University-Carbondale, and a member of Board of Advisors of the College of Business and Administration. Mr. Navarre is a Certified Public Accountant and received his B.S. in Accounting from Southern Illinois University-Carbondale.

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 International, Inc. (“Oil States”), a global provider of integrated energy systems and solutions, from March 2001 to May 2014, including serving as Executive Vice President, Accommodations from December 2013 to May 2014, Senior Vice President, Chief Financial Officer and Treasurer from April 2010 to December 2013, Vice President, Chief Financial Officer and Treasurer from May 2006 to April 2010, Vice President, Corporate Development from March 2003 to May 2006 and Director of Business Development from March 2001 to February 2003. From June 1998 to March 2001, Mr. Dodson served in several positions for L.E. Simmons & Associates, Incorporated, a private equity firm specializing in oilfield service investments. From July 1996 to June 1998, Mr. Dodson worked in the mergers and acquisitions group of Merrill Lynch & Co. He holds a M.B.A. degree from The University of Texas at Austin and a B.A. degree in economics from Duke University.
Carolyn J. Stone has been Senior Vice President, Chief Financial Officer and Treasurer of Civeo since November 2019. Prior to her appointment, Carolyn served as Chief Accounting Officer since May 2019 and Vice President, Controller and Corporate Secretary of Civeo since May 2014. From April 2014 to May 2014, Ms. Stone was a consultant to Oil States. Ms. Stone served as Executive Vice President and Chief Financial Officer of Synagro Technologies Inc from March 2012 to September 2013. Prior to joining Synagro, Ms. Stone was at Dynegy Inc. from November 2001 until March 2012. She served as Senior Vice President and Chief Accounting Officer of Dynegy Inc. from July 2011 and Senior Vice President and Treasurer from March 2009 until July 2011. From November 2001 until March 2009, Ms. Stone held positions of increasing responsibility within the accounting department at Dynegy. Prior to joining Dynegy, Ms. Stone served in the accounting and auditing practice at PricewaterhouseCoopers LLP from 1995 to 2001. Ms. Stone received a Bachelor of Business Administration degree and a Master of Professional Accounting degree from the University of Texas. She is a Certified Public Accountant. 

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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.
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. He holds a B.A., Psychology (Spec.) from the University of Alberta.
C. Ronald Blankenship has been a director of Civeo since July 2014 and is currently the Chairman of the Finance and Investment Committee. Mr. Blankenship served as President and Chief Executive Officer of Verde Realty in January 2009 and he assumed the additional responsibilities of Chairman of the Board from January 2012 to December 2012. Prior to 2009, he served as Co-Chairman of Verde Group beginning in 2003. From 1998 until 2003, he was Vice Chairman of Security Capital Group Incorporated. Prior to his role as Vice Chairman, he served as Chief Operating Officer of Security Capital from 1998 to 2002 and Managing Director of Security Capital from 1991 until 1998. Prior to 1997, he was the Chief Executive Officer of Archstone Communities Trust. Prior to 1991, Mr. Blankenship was a regional partner at Trammell Crow Residential and was on the management board for Trammell Crow Residential Services. Prior to that, Mr. Blankenship was the chief financial officer and president of office development for Mischer Corporation, a Houston-based real estate development company. Mr. Blankenship began his career at Peat Marwick Mitchell & Company. Mr. Blankenship currently serves on the boards of Regency Centers Corp. (NYSE:REG), Pacolet Milliken Enterprises, Inc., a private investment company, Berkshire Residential Investments, a private investment management company (Chairman), and Merit Hill, a privately owned and operated real estate company. Mr. Blankenship is a Certified Public Accountant and a graduate of the University of Texas at Austin.
Martin A. Lambert has been a director of Civeo since May 2014 and is currently the Chairman of the Compensation Committee. 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 from February 2001 to May 2014 and Calfrac Well Services Ltd., from March 2004 to May 2010. Mr. Lambert currently serves as lead director, compensation, and as a member of the audit committee of Banded Iron Group Ltd., a private company involved in Canadian, U.S. and other international oilfield services. Mr. Lambert received his LLB degree from the University of Alberta in 1979.
Constance B. Moore has been a director of Civeo since June 2014 and is currently the Chairman of the Audit Committee. Ms. Moore has served as a director of TriPointe Group (NYSE: TPH) since July 2014 and is currently the Chairman of the compensation committee as well as a member of its audit committee. Ms. Moore has served as a director of Columbia Property Trust (NYSE: CXP) since November 2017 and serves on both its audit committee and its investment committee. Ms. Moore was a director of BRE Properties, Inc. (BRE) (NYSE: BRE) from September 2002 until BRE was acquired in April 2014. Ms. Moore served as President and Chief Executive Officer of BRE from January 2005 until April 2014 and served as President and Chief Operating Officer of BRE from January 2004 until December 2004. Ms. Moore has more than 35 years of experience in the real estate industry. Prior to joining BRE in 2002, she was the managing director of Security Capital Group & Affiliates. From 1993 to 2002, Ms. Moore held several executive positions with Security Capital Group, including co-chairman and chief operating officer of Archstone Communities Trust (NYSE:ASN). 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. In 2009, she served as chair of the National Association of Real Estate Investment Trusts. Currently, she is chair of the Fisher Center for Real Estate and Urban Economics Policy Advisory Board at UC Berkeley; serves on the board of Haas School of Business, UC Berkeley; serves on the board of Bridge Housing Corporation; is a Governor and Trustee of the Urban Land Institute (ULI); serves on the board of the ULI-Foundation and the ULI Global Board; and serves on the board of the Tower Foundation at San Jose State University.

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Charles Szalkowski has been a director of Civeo since June 2014 and is currently the Chairman of the Nominating and Corporate Governance Committee. Mr. Szalkowski worked with the law firm of Baker Botts L.L.P. from 1975 until he retired as a partner and general counsel of the firm in December 2012. Since his retirement, Mr. Szalkowski has pursued his personal interests. Mr. Szalkowski is an emeritus member of the Rice University Board of Trustees, where he had previously chaired the Board’s audit committee and served on the compensation committee. He remains on the Rice audit committee. He was previously on the board of directors of Accelerate Learning Inc. (formerly Stemscopes Inc.). Mr. Szalkowski became a Certified Public Accountant in 1971 and received his J.D. and M.B.A. degrees from Harvard University in 1975 and B.S. in Accounting and B.A. in economics and political science from Rice University in 1971.
Timothy O. Wall has been a director of Civeo since March 2017. Mr. Wall served as the President of Kitimat LNG Upstream Operations, a division of Apache Canada Ltd. (a subsidiary of Apache Corporation, an oil and gas exploration and production company), from March 2013 until June 2015. He previously served as the President of Apache Canada Ltd. from May 2009 to March 2013 and as Managing Director and Regional Vice President, Australia of Apache Corporation from August 2005 to May 2009. From 1990 until August 2005, Mr. Wall served in various other positions within Apache Corporation. Mr. Wall currently provides advisory services to the energy industry. Mr. Wall has been a member of the board for several industry organizations, including the Canadian Association of Petroleum Producers, Australian Petroleum Production and Exploration Association and the Australian Minerals and Mines Association. Mr. Wall received his B.S. in Petroleum Engineering from Texas A&M University.
Qualifications of Directors and Nomination Process
When identifying our directors appointed to our board, the following are considered:
 
the person’s reputation, integrity and independence;
the person’s qualifications as an independent, disinterested, non-employee or outside director;
the person’s skills and business, government or other professional experience and acumen, bearing in mind the composition of the board of directors and the current state of Civeo and the accommodations industry generally at the time of determination;
the number of other public companies for which the person serves as a director and the availability of the person’s time and commitment to Civeo; and
the person’s knowledge of areas and businesses in which we operate or another area of our operational environment.
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.
 
Executive
Leadership
  
Financial
  
Accommodations
Real Estate and
Hospitality
  
International
Operations
  
Experience in Industry of Primary Customers
  
Health Safety & Environment Experience
 
Public Company
CEO or
C-Suite
Experience
 
Public Company Director Experience
Richard A. Navarre
ü
  
ü
  
 
  
ü
  
ü
  
ü
 
ü
 
ü
C. Ronald Blankenship
ü
  
ü
  
ü
  
ü
  
 
  
 
 
ü
 
ü
Bradley J. Dodson
ü
  
ü
  
ü
  
ü
  
 
  
ü
 
ü
 
ü
Martin A. Lambert
ü
  
ü
  
ü
  
ü
  
ü
  
 
 
ü
 
ü
Constance B. Moore
ü
  
ü
  
ü
  
 
  
 
  
 
 
ü
 
ü
Charles Szalkowski
ü
  
ü
  
 
  
ü
  
 
  
 
 
 
 
ü
Timothy O. Wall
ü
  
ü
  
 
  
ü
  
ü
  
ü
 
 
 
ü

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In selecting nominees for the board of directors, the Nominating and Corporate Governance Committee considers, among other things, the diversity of the board of directors in terms of educational background, business industry experience, and knowledge of different geographic markets and the accommodations industry, and these factors are considered by the board of directors when identifying individuals for board membership. In the case of each current director being considered for renomination, the Nominating and Corporate Governance Committee took into account the director’s history of attendance at board of directors and committee meetings, the director’s tenure as a member of the board of directors and the director’s preparation for and participation in such meetings.
In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the board of directors, management, shareholders and other sources. The Nominating and Corporate Governance Committee also may, but need not, retain a professional search firm in order to identify, recruit and evaluate qualified candidates for the board of directors. The Board and the Nominating and Corporate Governance Committee are committed to actively seeking new and diverse members whose expertise lend to the greater needs of the Board. In that regard, the Nominating and Corporate Governance Committee considers race and gender of prospective director candidates, as well as the factors identified above in order to achieve an overall variety and mix of diversity among our directors. The effectiveness of this policy is assessed in connection with the Board's annual evaluation.
The Nominating and Corporate Governance Committee will consider recommendations from various sources, including from shareholders, regarding possible candidates for director. To submit a recommendation to the Nominating and Corporate Governance Committee, a shareholder should send a written request to the attention of Civeo’s Secretary at Civeo Corporation, Three Allen Center, 333 Clay Street, Suite 4980, Houston, Texas 77002. The written request must include the nominee’s name, contact information, biographical information and qualifications, as well as the nominee’s written consent to serve, if elected, and any other information the shareholder may deem relevant to the committee’s evaluation. The request must also disclose the number of common shares beneficially owned by the person or group making the request, the period of time such person or group has owned those shares and the nature of any arrangement or agreement between the shareholder making a nomination and other parties with respect to the nomination. Candidates recommended by shareholders are evaluated on the same basis as candidates recommended by our directors, executive officers, third-party search firms or other sources. These procedures do not preclude a shareholder from making nominations in accordance with the process described below under “Future Shareholder Proposals.”
Director Independence
Under rules adopted by the NYSE, our board of directors must have a majority of independent directors. To qualify as “independent” under the NYSE listing standards, a director must meet objective criteria set forth in the NYSE listing standards, and the board of directors must affirmatively determine that the director has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us).
The Civeo board of directors reviews, as appropriate, material or relevant direct or indirect business relationships between each director (including his or her immediate family) and our company, as well as each director’s relationships with charitable organizations, to assess director independence as defined in the listing standards of the NYSE. The NYSE listing standards include a series of objective tests, such as that the director is not an employee of Civeo and has not engaged in various types of business dealings with Civeo. In addition, as further required by the NYSE, the Civeo board of directors has made a subjective determination that each independent director has no material relationship with Civeo (either directly or as a partner, shareholder or officer of an organization that has a relationship with Civeo). When assessing the materiality of a director’s relationship with us, the board of directors considers the issue not merely from the standpoint of the director, but also from the standpoint of the persons or organizations with which the director has an affiliation.

The Civeo board of directors has determined that, except for Bradley Dodson, our President and Chief Executive Officer, all of Civeo's current directors (Richard A. Navarre, C. Ronald Blankenship, Martin A. Lambert, Constance B. Moore, Charles Szalkowski, and Timothy O. Wall) as well as Ronald J. Gilbertson throughout the period he served on the board, qualify as “independent” in accordance with the applicable NYSE listing standards.
Board Structure
The Civeo board of directors is divided into three classes, each of roughly equal size. There are currently two directors of Class I, three directors of Class II and two directors of Class III. The members of each class serve for three years following their election, with one class being elected each year. The directors designated as Class III directors will have terms expiring at the annual general meeting. If elected at the annual general meeting, Messrs. Dodson and Wall, as Class III directors, will have terms expiring in 2023. The directors designated as Class I directors have terms expiring in 2021, and the directors designated as Class II directors have terms expiring in 2022.
Board Committees
The Civeo board of directors has established several standing committees in connection with the discharge of its responsibilities.

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Audit Committee
Civeo’s board of directors has established an Audit Committee, consisting entirely of independent directors. The members of the audit committee are Messrs. Blankenship and Szalkowski and Ms. Moore, each of whom the board of directors has determined is independent under applicable NYSE and SEC rules for board of director and audit committee independence.
The Audit Committee meets separately with representatives of our independent auditors, our internal audit personnel and representatives of senior management in performing its functions. The Audit Committee 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. The board of directors has determined that each of Messrs. Blankenship and Szalkowski and Ms. Moore is financially literate and has accounting or related financial management expertise, each as required by the applicable New York Stock Exchange (“NYSE”) listing standards. The board of directors also has determined that Mr. Blankenship and Ms. Moore qualify as audit committee financial experts under the applicable rules of the Exchange Act. A more detailed discussion of the Audit Committee’s mission, composition and responsibilities is contained in the Audit Committee charter, which is available on our website, www.civeo.com, by first clicking “Corporate Governance” under the “Investor Relations” heading and then “Audit Committee Charter” at the bottom of the page.
Compensation Committee
Civeo’s board of directors has established a Compensation Committee, consisting entirely of independent directors. The members of the compensation committee are Messrs. Blankenship and Lambert and Ms. Moore, each of whom the board of directors has determined is independent under applicable NYSE and SEC rules for board of director and compensation committee independence.
The Compensation Committee administers the Equity Participation Plan (“EPP”), and in this capacity makes a recommendation to the full board of directors concerning the aggregate amount of all option grants or share awards to employees as well as specific awards to executive officers under the EPP. In addition, the Compensation Committee is responsible for (i) determining the compensation of our chief executive officer and other executive officers, (ii) overseeing and approving compensation and employee benefit policies and (iii) reviewing and discussing with our management the Compensation Discussion and Analysis and related disclosure included in our annual proxy statement. A more detailed discussion of the Compensation Committee’s mission, composition and responsibilities is contained in the Compensation Committee charter, which is available on our website, www.civeo.com, by first clicking “Corporate Governance” under the “Investor Relations” heading and then “Compensation Committee Charter” at the bottom of the page.
Nominating and Corporate Governance Committee
Civeo’s board of directors has established a Nominating and Corporate Governance Committee, consisting entirely of independent directors. The members of the Nominating and Corporate Governance Committee are Messrs. Navarre, Szalkowski and Wall, each of whom the board of directors has determined is independent under applicable NYSE rules.
The Nominating and Corporate Governance Committee 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. A more detailed discussion of the Nominating and Corporate Governance Committee’s mission, composition and responsibilities is contained in the Nominating and Corporate Governance Committee charter, which is available on our website, www.civeo.com, by first clicking “Corporate Governance” under the “Investor Relations” heading and then “Nominating and Corporate Governance Committee Charter” at the bottom of the page.
Finance and Investment Committee
Civeo’s board of directors has established a Finance and Investment Committee. The members of the Finance and Investment Committee are Messrs. Blankenship, Lambert and Wall.
The Finance and Investment Committee 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, www.civeo.com, by first clicking “Corporate Governance” under the “Investor Relations” heading and then “Finance and Investment Committee Charter” at the bottom of the page.

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Committee Composition
Below is a summary of our committee structure and membership information.
C - Chairperson             M - Member                 FE - Financial Expert
 
 
Audit Committee
Compensation
Committee
Nominating and
Corporate Governance
Committee
Finance and Investment
Committee
Richard A. Navarre
 
 
 
M
 
C. Ronald Blankenship
FE
M
M
 
C
Martin A. Lambert
 
 
C
 
M
Constance B. Moore
FE
C
M
 
 
Charles Szalkowski
 
M
 
C
 
Timothy O. Wall
 
 
 
M
M

Board of Directors and Committee Meetings
During 2019, the Civeo board of directors held seven meetings, the Audit Committee held seven meetings, the Compensation Committee held six meetings, the Nominating and Corporate Governance Committee held four meetings and the Finance and Investment Committee held one meeting. Each of the directors attended 100% of the meetings of the board of directors and the committees on which he or she served. While we understand that scheduling conflicts may arise, we expect directors to make reasonable efforts to attend the annual general meeting of shareholders and meetings of the board of directors and the committees on which they serve. All of our directors who served at the time of our 2019 annual general meeting of shareholders attended the meeting.
Executive Sessions
Our independent directors regularly meet in executive session with no members of management present and generally meet at each board meeting. Our Chairman of the Board, Richard Navarre, who is an independent director, presides at these sessions.
Board of Directors Oversight of Enterprise Risk
Risk oversight is a responsibility of the board of directors. The board of directors has delegated responsibility for monitoring certain enterprise risks to its standing committees. The Civeo board of directors and its committees utilize our Enterprise Risk Management ("ERM") process to assist in the oversight of our risks. Management and employees are responsible for day-to-day risk management, and management conducts a risk assessment of our business annually. The risk assessment process is global in nature and has been developed to identify and assess our risks, including the nature, likelihood of occurrence, materiality and anticipated timing of impact of the risk, as well as to identify steps to mitigate and manage each key risk. Our key business leaders, functional heads and other managers are surveyed and/or interviewed to develop this information.
The results of the risk assessments 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, 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.
Corporate Governance Guidelines
Civeo has adopted Corporate Governance Guidelines to best ensure that the board of directors has the necessary authority and practices in place to make decisions that are independent from management, that the board of directors adequately performs its function as the overseer of management and to help ensure that the interests of the board of directors and management are aligned with the interests of the shareholders. Civeo’s Corporate Governance Guidelines are available at

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www.civeo.com by first clicking “Corporate Governance” under the “Investor Relations” heading and then “Corporate Governance Guidelines.”
Board of Directors Leadership
Our board of directors is led by our independent Chairman of the Board, and the Chief Executive Officer position is currently separate from the Chairman role. The board of directors maintains the flexibility to determine whether the roles of Chair and Chief Executive Officer should be combined or separated, based on what it believes is in the best interests of the Civeo at a given point in time. We believe the separation of these two positions is appropriate corporate governance for us at this time because it promotes a strong independent leadership structure. In addition, we believe this structure facilitates effective oversight of management and enables the board to fulfill its risk oversight responsibilities.
Corporate Code of Business Conduct & Ethics
Civeo has adopted a Corporate Code of Business Conduct and Ethics (the “Code of Conduct”), which requires that all directors, officers and employees of Civeo act ethically at all times. This Code of Conduct is available at Civeo’s web site www.civeo.com by first clicking “Corporate Governance” under the “Investor Relations” heading and then “Corporate Code of Business Conduct and Ethics.”
Substantially all of our employees are required to complete online training on a regular basis. That training includes a review of our Corporate Code of Conduct and an acknowledgment that the employee has read and understands the policy.
Financial Code of Ethics for Senior Officers
Civeo has adopted a Financial Code of Ethics for Senior Officers (the “Financial Code of Ethics”) that applies to our chief executive officer, chief financial officer, principal accounting officer and other senior officers (“Senior Officers”). The Financial Code of Ethics is available at Civeo’s website www.civeo.com by first clicking “Corporate Governance” under the “Investor Relations” heading and then “Financial Code of Ethics for Senior Officers.”
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.
Director Resignation Policy
We have adopted a director resignation policy, which is included in Civeo’s Corporate Governance Guidelines. The director resignation policy provides that, if a director receives a greater number of “withheld” votes than votes “for” his or her election, that director is required by our Corporate Governance Guidelines to tender his or her resignation to the Nominating and Corporate Governance Committee for consideration. The Nominating and Corporate Governance Committee will recommend to the board of directors the action, if any, to be taken with respect to the resignation. Any such resignation shall not be effective unless and until the board of directors chooses to accept the resignation in accordance with our Corporate Governance Guidelines. While not necessarily resulting in a resignation, the offer will provide the Nominating and Corporate Governance Committee the opportunity to consider the appropriateness of continued membership on the board of directors of the director who tendered resignation and make a recommendation to the board of directors as to the director’s continued service on the board. 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 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.

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Civeo’s Corporate Governance Guidelines also provide that, if a director changes his or her employer or otherwise has a significant change in job responsibilities during his or her tenure as a director, that director is required to inform the Nominating and Corporate Governance Committee of the change and tender his or her resignation to the board of directors for consideration. Such resignation shall not be effective unless and until the board of directors chooses to accept the resignation. The board of directors, through the Nominating and Corporate Governance Committee, shall review the matter in order to evaluate the continued appropriateness of such director’s membership on the board of directors and each applicable board committee under these circumstances, taking into account all relevant factors and may accept or reject a proffered resignation.
In connection with Mr. Navarre's appointment as President and CEO of Covia Corporation in September 2019, Mr. Navarre submitted his resignation to the board of directors, which was reviewed by the Nominating and Corporate Governance Committee. After the recusal of Mr. Navarre from the Nominating and Corporate Governance Committee, the remaining members of the Nominating and Corporate Governance Committee approved that a recommendation be made to the Board to reject Mr. Navarre's resignation. The board of directors rejected Mr. Navarre's resignation, and requested and approved that he remain on the Board.
Communications with Directors
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 Secretary of Civeo to the addressee without review by management.
Accounting and Auditing Concerns
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.


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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Despite continuing headwinds faced by the energy sector throughout 2019, a number of significant financial and operational objectives were successfully completed through Mr. Dodson’s leadership. On the financial front, we continued to strengthen our balance sheet and reduce our leverage, a highlight not broadly seen across our sector. In particular, during 2019 we achieved the following:

Reduced total debt by $20.1 million;
Decreased our leverage ratio to 2.98 times at December 31, 2019, from 3.61 times at December 31, 2018;
Generated strong, positive free cash flow and EBITDA during the year;
Exceeded budget with respect to divisional financial performance in both Canada and Australia;
Extended key client contracts in both Canada and Australia;
Extended the maturity of our credit facility with improved flexibility; and
Achieved relative total shareholder returns in the top quartile compared to our compensation peer group.

Operationally, Mr. Dodson supported our regional operations teams to achieve continuing improvements in a number of areas of the business including the following:

Completed the expansion of our Sitka Lodge, on-time and under-budget;
Achieved synergies 60% greater from the Noralta Lodge Ltd. ("Noralta") acquisition than forecasted;
Expanded our cater-only business through the acquisition of Action Industrial Catering in Australia; and
Continued strong safety performance across all regions, resulting in a full year aggregate Total Recordable Incident Rate ("TRIR") of 0.54.

In light of the current market environment including the near term outlook for oil and gas activity, Mr. Dodson volunteered for an interim annualized salary reduction to $600,000, a 14% reduction from his target salary for 2019 of $700,000, with a corresponding reduction to his AICP target compensation for 2020, effective as of April 2, 2020.

Say-On-Pay Vote

Additionally, at our 2019 annual meeting, we obtained 99.5% 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 2019, but did not make any specific changes to our compensation program as a result of the vote.

Scope of 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 for 2019. Our named executive officers are:
 
Bradley J. Dodson, President, Chief Executive Officer and Director;
Carolyn J. Stone, Senior Vice President, Chief Financial Officer and Treasurer*
Peter L. McCann, Senior Vice President, Australia
Allan D. Schoening, Senior Vice President, Canada; and
Frank C. Steininger, Executive Vice President, Strategic Initiatives.**

*
Ms. Stone was appointed as Senior Vice President, Chief Financial Officer and Treasurer effective as of November 15, 2019. Ms. Stone previously served as our Chief Accounting Officer, Vice President, Controller and Corporate Secretary.
**
Mr. Steininger served as our Executive Vice President, Chief Financial Officer and Treasurer until November 15, 2019, when he transitioned to the role of Executive Vice President, Strategic Initiatives.

Compensation Governance


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In keeping with our commitment to strong governance standards across our business, our executive compensation governance framework is built around the following:
 
A Compensation Committee comprised of individuals with deep relevant business experience, all of whom have served previously as chief executive officers of energy industry or real estate related companies. All members of the Compensation Committee are independent in accordance with NYSE listing standards;
A clearly defined decision-making framework and delegation of authority that ensures all material compensation decisions for section 16 officers are made solely by the Compensation Committee, whose priority is to ensure our policies and procedures allow Civeo to attract, reward and retain executives who are focused on delivering long-term results for shareholders; and
Clearly defined compensation policies structured to accommodate circumstances that are characteristic of a cyclical industry sector.

For further information on the background and qualifications of the members of our Compensation Committee, please see “Management—Executive Officers and Directors,” “Management—Board Committees—Compensation Committee” in this proxy statement.

Policies and Practices
The following are key policies and practices of our executive compensation program, which we believe align the interests of management with those of our shareholders and are best practices in compensation and governance.
Equity Awards Pricing. Civeo’s practice is to price awards at not less than the closing price on the date of grant.
Insider Trading and Hedging Policy. Civeo prohibits directors, officers and other employees from trading Civeo’s securities on the basis of or in the possession of material, non-public information or “tipping” others who may so trade on such information. In addition, the policy prohibits directors, officers and designated managers from trading in Civeo’s securities without obtaining prior approval from Civeo’s Senior Vice President, Chief Financial Officer and Treasurer. Furthermore, Civeo’s hedging policy notes that hedging transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Directors, officers and employees are prohibited from entering into any hedging transactions involving Civeo Securities. Directors, officers, and employees are also prohibited from engaging in short sales or trading in options or other derivative securities related to and pledging or margining Civeo securities.
Clawback Policy. Civeo’s clawback policy allows Civeo to recoup incentive-based compensation from current or former executive officers if the consolidated financial statements of Civeo are materially restated within three years of their initial public release or filing, and the board of directors determines, in its reasonable discretion, that any current or former executive officer has engaged in intentional misconduct, and such misconduct caused or partially caused the need for such restatement. In that case, the board of directors may within 12 months after such a material restatement, require that the executive forfeit and/or return to Civeo all or a portion of the compensation vested, awarded or received under any bonus, equity or other award during the period subject to restatement and the 12-month period following the initial public release or filing of the restated financial statements. The forfeiture and/or return of compensation under the policy would be limited to any portion that the executive officer would not have received if the consolidated financial statements had been reported properly at the time of their initial public release or filing. The clawback policy would not apply to restatements following a change of control, as defined in the Equity Participation Plan ("EPP"), and the policy does not limit the ability of Civeo to otherwise pursue forfeiture or reclamation of amounts under applicable law.
Executive Share Ownership Requirements. Civeo has established executive share ownership requirements to further align the interests of key executives with those of its shareholders. Our Executive Share Ownership Guidelines are calculated based on a multiple of the executive’s base salary, as set forth below:
 
Chief Executive Officer
5X
Other Named Executive Officers
2X
Other Section 16 Officers
1X
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 25, 2020, all executive

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officers were in compliance with the guidelines (or, with respect to Ms. Stone, otherwise within the initial five-year period for compliance) as demonstrated in the chart below.
 
 
 
Ownership in Shares
 
 
 
 
Target
 
Current
Compliance
 
 
 
Ownership
 
Holdings
Y/N
Executives
 
 
 
 
 
 
Bradley J. Dodson
 
1,724,138
 
2,558,073

Yes
 
Carolyn J. Stone
 
475,524
 
446,199

Yes*
 
Peter L. McCann
 
393,931
 
548,214

Yes
 
Allan D. Schoening
 
336,207
 
501,602

Yes
* Within grace period for compliance.
Independent Compensation Consultant. The Compensation Committee engaged Mercer, LLC (“Mercer”), an independent compensation consultant, to report directly to the Compensation Committee. The Compensation Committee reviews and approves Mercer's appointment annually. Mercer acted as independent compensation consultant for 2019 and has been approved by the Compensation Committee as its consultant for 2020.
Performance Share Awards. Long-term incentive awards made to named executive officers in 2019 were 50% performance-based.
Prohibited Practices. We do not allow any of the following:
 
Buying or selling puts, calls or options in respect of our securities, or pledging shares (including holding shares in a margin account) by directors and officers;
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;
Severance multipliers in excess of 3x;
Liberal share recycling in our long-term incentive plan;
Repricing of stock options or stock appreciation rights without shareholder approval;
Single-trigger vesting of equity awards upon a change of control; or
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.
Executive Total Compensation Philosophy and Objectives
Civeo’s philosophy regarding its executive compensation programs for named executive officers is to provide a comprehensive and competitive total compensation program with the following objectives:
 
To attract, motivate, reward and retain executives with the experience and talent to achieve our short-term goals and objectives and successfully execute our longer-term strategic plans;
To reinforce the linkage between individual performance of executives and business results;
To align the interests of executives with the long-term interests of our shareholders; and
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.
Compensation and Risk Management. Civeo’s compensation programs have been designed (i) to promote financial, operational and organizational growth, while giving due consideration to broader enterprise risk management issues and (ii) to 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.

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Our Compensation Committee has reviewed our compensation policies and believes that our policies do not encourage excessive or unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. The Compensation Committee performs this assessment annually.
Our compensation philosophy and culture support the use of base salary, certain performance-based compensation plans and benefit programs that are generally uniform in design and operation in the markets where we operate. These compensation policies and practices are centrally designed and administered by the Compensation Committee. The following specific factors, in particular, reduce the likelihood of excessive risk-taking:
 
Our overall executive compensation levels are competitive with the market, based on information provided by the Compensation Committee’s independent consultant and reviewed by the Compensation Committee;
Our executive compensation mix is balanced among (i) fixed components including salary and benefits, (ii) annual incentives that reward our overall financial and operating performance and (iii) long-term incentives, 50% of which are generally performance-based for named executive officers, to more closely tie executive compensation to shareholder interests and to provide for a substantial portion of at-risk compensation in relation to share price performance;
We implement what our Compensation Committee believes to be rigorous performance measures for executive compensation each year, whether absolute or relative, and set performance goals that we believe are reasonable in light of market conditions; and
We have established maximum award levels as a cap on performance incentives. Beginning in 2020, the Compensation Committee has committed to cap all future performance shares at 100% payout (Target), if Civeo's total shareholder return over the performance period is negative, irrespective of relative performance.
In summary, although a portion of the compensation provided to our named executive officers is based on our overall performance or division performance, we believe our compensation programs do not encourage excessive or unnecessary risk-taking by our named executive officers (or other employees) because these programs are designed to encourage employees to remain focused on both our short-term and long-term operational, financial and safety goals. In addition, we believe that our share ownership, hedging and clawback policies also mitigate risk.
Executive Retention and Succession Planning. The Compensation Committee is sensitive to the critical importance of key employee and executive retention, recognizing the costs, potential impacts and replacement challenges that accompany the loss of talented leadership particularly in a difficult market environment. For 2019 and 2020, executive retention was carefully considered by the Compensation Committee in arriving at its long-term incentive award determinations for our named executive officers, all of which remained consistent with our past practices.
The Board and Compensation Committee regularly discuss, prepare and advance the Company’s succession plan. The Board 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 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 and the Compensation Committee for necessary changes and the development progress of potential successors.
Executive Compensation Decision-Making and Approval Process. All executive compensation decisions for named executive officers are made on behalf of Civeo solely by the Compensation Committee. Where appropriate, the Compensation Committee engages Mercer to research and make recommendations on issues considered important to executive compensation, as well to provide the Compensation Committee with insights on evolving compensation trends in relevant industry sectors.
Role of Executive Officers. The Compensation Committee consults our Chief Executive Officer in its determination of compensation matters related to the executive officers reporting directly to the Chief Executive Officer. The Chief Executive Officer makes recommendations to the Compensation Committee on matters such as salary adjustments, target annual incentive opportunities and the value of long-term incentive awards. In making his recommendations, the Chief Executive Officer considers such factors as experience level, individual performance, overall contribution to company performance and market data for similar positions. The Compensation Committee takes the Chief Executive Officer’s recommendations under advisement; however, the Compensation Committee makes all final decisions regarding such compensation matters. Our Chief Executive Officer’s compensation is reviewed annually and determined solely by the Compensation Committee, giving due consideration to performance against goals and objectives and other factors the Compensation Committee deems appropriate.

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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 2019 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 2019:
 
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 2019 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 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 2019, fees paid to Mercer in the form of commissions by our Canadian insurer and retirement plan fund manager totaled $38,969 and $17,600, respectively, for benefits consulting services provided to our Canadian operations. During 2019, fees paid to Mercer in the form of commission by our U.S. insurers and retirement plan administrator totaled $122,121 and $26,936, respectively, for consulting services provided to our U.S. operations. In the opinion of the Compensation Committee, the scale of these fees ($205,626 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 $98,307 in 2019.
Peer Group and Benchmarking. In late 2018, Mercer evaluated companies in the diversified support services, oil and gas equipment and services sectors whose business results are influenced by similar industry and commodity factors as Civeo. As a consequence of this review, Newalta Corp., Parker Drilling Company, Tesco Corp., and Willbros Group Corp. were removed from the peer group, and the recommendation was made to add three additional companies to the peer group, which were Nine Energy Service, Inc., Select Energy Services Ltd., and Total Energy Services, Inc. The addition of these companies to the peer group was approved by the Compensation Committee for 2019 compensation evaluation purposes. The primary review and selection criteria for the peer group remained unchanged and included the following: revenue size, market value, enterprise value, number of employees, business/operational characteristics and geographic footprint. The table below summarizes the peer group based on these metrics*.
 
Revenue
(in millions)
Market Value
 (in millions)
Enterprise Value
(in millions)
Assets
(in millions)
75th Percentile
$1,135
$463
$1,123
$1,484
Median
$878
$188
$559
$913
25th Percentile
$563
$74
$311
$624
Civeo*
$493
$287
$686
$1,011
Percentile Rank
21%
53%
56%
53%
*Financial information at the time the peer group was reviewed in October 2019.





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2019 Compensation Peer Group
Basic Energy Services Inc.
Pioneer Energy Services Corp.
 
 
Black Diamond Group Ltd.
Precision Drilling Corp.
 
 
Exterran Corp.
Select Energy Services, Inc.
 
 
Forum Energy Technologies Inc.
Source Energy Services Ltd.
 
 
Horizon North Logistics Inc.
STEP Energy Services Ltd.
 
 
Matrix Service Company
TETRA Technologies Inc.
 
 
Nine Energy Service, Inc.
Total Energy Services Inc.
 
 
Newpark Resources Inc.
Unit Corp.
 
 
Oil States International Inc.
 
Performance Share Awards Peer Group. For the 2019 Performance Share Awards, the Compensation Committee determined that this same peer group would also be used as peers for assessing relative total shareholder return (“TSR”), based on their customer and asset bases, service offerings or levels of exposure to the natural resources sectors where earnings can be impacted by commodity prices.
2020 Peer Group. In late 2019, Mercer reviewed Civeo’s peer group of companies used for benchmarking purposes to assess the ongoing competitiveness and suitability of Civeo’s compensation programs and practices. Following that review, Mercer recommended that Pioneer Energy Services Corp. be removed as a result of their delisting from the NYSE. Further, Mercer recommended that Quintana Energy Services Inc. be added to the peer group based on their comparability with other companies in the peer group. The Compensation Committee approved these changes to the peer group, and it was determined that, unless otherwise determined in subsequent peer group evaluations, this new peer group is intended to be used by the Compensation Committee for compensation evaluation purposes for 2020.
Compensation Program Components
This section outlines each of the components of our compensation program. Compensation decisions specific to our named executive officers for 2019 for each of these components are discussed in greater detail immediately following this section. 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 continued success and provides an element of compensation that is not at risk to avoid fluctuations in compensation that could distract our executives from the performance of their responsibilities. Base salaries for named executive officers are reviewed annually by the Compensation Committee and, where deemed appropriate, adjusted to reflect competitive market conditions, as well as other internal factors, including performance, internal equity and changes to job scope and responsibility. In general, base salaries are targeted at median levels compared to comparable positions within the peer group but vary from this reference point when and where deemed appropriate by the Compensation Committee.
Annual Incentive Compensation Plan. The key objective of Civeo’s Annual Incentive Compensation Plan (“AICP”) is to reward the achievement of defined annual financial and safety objectives and to incentivize employee activities that will continually improve Civeo, both on a business unit and company-wide basis. Awards made under the AICP are designed to represent a material component of target total cash compensation for our named executive officers.
Under the AICP, the Compensation Committee establishes an incentive target, expressed as a percent of base salary, for each executive officer based upon, among other factors including geographic market differences, the Compensation

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Committee’s review of publicly available competitive compensation data for each position, level of responsibility and ability to impact or influence business results. For 2019, achieving results which exceeded a minimum, or threshold, level of performance triggered an AICP payout. Performance results at or below threshold (i.e., typically achieving a percentage less than 85% of the related AICP performance objective) results in no AICP award. A target award is earned when an executive achieves 100% of his or her budgeted safety and financial performance objectives. Overachievement is when performance results are above 100% of budgeted safety and financial performance, with the maximum being 120%. Where performance results fall between the threshold and target level, a pro rata percentage of the target amount is paid out. Where performance results fall between the target and overachievement level, 100-200% of the target amount is paid out proportionately.
The performance metrics for our AICP consist of financial metrics, typically budgeted earnings before interest, taxes, depreciation and amortization (“EBITDA”), as adjusted where deemed appropriate by the Compensation Committee, and safety performance.
The maximum AICP overachievement percentage permitted under the AICP is capped at two times the target level to mitigate the potential for excessive risk taking.
At the beginning of each year, our Compensation Committee is responsible for reviewing and recommending for approval by our board of directors, quantifiable corporate performance objectives, including those specific to our Chief Executive Officer. At the end of each year, the Compensation Committee reviews Civeo’s performance results, as well as incentive awards to be paid to each executive officer 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.
Long-Term Incentive Plan. Civeo’s long-term incentive plan (“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 2019, all named executive officers received equity awards made up of 50% time-based phantom units and 50% 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 equally each year from date of grant and performance-based awards vesting on the third anniversary of the grant. All awards are subject to the approval of our Compensation Committee.
In determining the value of award levels, the ratio of long-term incentives as a percentage of base salary is considered relative to a range of factors including market competitiveness, internal equity and individual performance. Generally, long-term incentive award values increase with position responsibility and are intended to comprise a larger component of an executive’s total direct compensation as his or her responsibility increases.
Performance Share Award Program. Our 2019 Performance Share Award Program is comprised of the following key elements:
 

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Performance metric:
Relative TSR (compared against our defined peer group as described above)
 
 
Performance period:
Three years, commencing from the date of grant
 
 
Participants:
All named executive officers
 
 
Vesting:
Cliff vesting following completion of the performance period
 
 
Award amount:
Comprises 50% of a named executive officer’s annual long-term incentive award, as determined by the Compensation Committee
 
 
Payout:
Settled in either cash or shares, or a combination of both, at the discretion of the Compensation Committee

Calculation of our relative TSR will be conducted by a third party designated by the Compensation Committee following completion of the three-year performance cycle. Performance share awards granted in 2019 will be earned in amounts between 0% and 200% of the participant’s target performance share award, based on the payout percentage associated with Civeo’s percentile performance among the peer group as illustrated below:
 
Percentile Positioning
 
Multiplier
 
 
 
Less than 25th percentile
 
0.00x
 
 
 
25th percentile
 
0.25x
 
 
 
50th percentile
 
1.00x
 
 
 
75th percentile
 
1.50x
 
 
 
At or above 90th percentile
 
2.00x
If the performance metric yields a payout percentage of 0%, participants will not earn any performance shares for the applicable three-year performance period. Calculation of relative TSR includes all dividends paid over the performance cycle. Between the quartiles, linear interpolation is used for the actual percentile performance. Beginning in 2020, the Compensation Committee has committed to cap all future performance shares at 100% payout (Target), if Civeo's total shareholder return over the performance period is negative, irrespective of relative performance.
In the event a change of control of Civeo occurs prior to the end of a performance period, the payout percentage will be determined by the Compensation Committee as if the date of the change of control were the last day of the performance period. In determining the payout percentage, the performance multiplier to be applied will be the percentile performance which is attained through the date of change of control. Payout of performance share awards will be made following the completion of the performance period subject to the participant’s continued employment through the end of the performance period. Should, however, the participant’s employment be terminated (1) by Civeo without cause or by the participant for good reason (as defined in the Performance Share Award Program) or (2) as a result of the participant’s death or disability, in either case following a change of control and prior to the payout of performance share awards, then the participant is entitled to payout of the performance share award under terms provided within the Performance Share Award Program.
All performance share awards have been approved by the Compensation Committee and the Board. For 2019, Mercer was engaged to calculate Civeo's ranking in regards to the performance awards that were issued in February of 2016. For those 2016 performance share awards that vested in February of 2019, Civeo was the highest ranked TSR in the group and therefore, a payout of 200% of target was approved.

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All long-term incentive awards under the EPP are expensed in a manner to comply with Financial Accounting Standards Board, Accounting Standards codification, Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718—Stock Compensation”). Except in special circumstances, long-term incentive awards are made to participants in these plans annually, in conjunction with approval of annual year-end audited financial statements by the board of directors.
Other Perquisites and Personal Benefits. In general, Civeo does not offer to any executive perquisites or other personal benefits with an aggregate annual value over $10,000. Some executives are provided paid club memberships, which are used for business purposes.
Dual employment contract provisions for Messrs. Dodson and Steininger provide for income tax preparation services to satisfy their annual filing obligations and for tax equalization for pro rata compensation earned in Canada.
Benefit Plans. Civeo’s employee benefit plans are designed from a market competitive perspective with the objective of attracting and retaining talented employees. The Compensation Committee conducts periodic reviews of Civeo’s employee benefit plans to ensure the plans meet these objectives and where, in the Compensation Committee’s sole discretion, the Compensation Committee believes changes to these plans are warranted, the Compensation Committee will authorize such changes.
Civeo’s health and welfare benefits are provided to all North American employees, including U.S. and Canada-based executives. These benefits include comprehensive coverage for medical, prescription drug, vision and dental expenses, as well as life insurance, long-term disability, accidental death and dismemberment, business travel, employee assistance and flexible spending accounts. Contributions for these benefits, except the flexible spending account program, are based on a cost-sharing model between the employee and Civeo and are the same for employees and executives. In Australia, health benefits are provided through the government funded program.
Retirement Plans. Civeo offers a defined contribution 401(k) retirement plan to all of its U.S. employees, including its U.S.-based executives. Those participating in the plan can make contributions from their base salaries and cash incentive compensation up to annual limits defined by the IRS. Civeo makes matching contributions under this plan on the first 6% of the participant’s compensation, providing 100% match on the employee’s contribution up to 4% of his or her compensation and a 50% match on the employee’s contribution up to an additional 2% of the employee’s compensation. A similar defined contribution plan, which uses the same contribution formula, is in place in Canada and is structured pursuant to regulations established by the Canadian Revenue Agency. In Australia, employees and executives must contribute 9.5% of base salary (to an annual capped limit established by the Australia Taxation Office) to a superannuation fund administered by the Government. This contribution is paid for by Civeo.
2019 Executive Compensation
Base Salaries and Target AICP. Salary and target AICP adjustments were made in 2019 for designated executives. Mr. Dodson received an increase in base salary to $700,000 in March 2019 to reflect a more competitive salary as compared to other CEO’s of companies in our peer group. Mr. Steininger’s target AICP was increased from 70% to 75% of base salary in light of his achievements in 2018 including the successful integration of Noralta and the credit facility extension. An adjustment to Ms. Stone's base salary to $340,000 was approved by the Compensation Committee, accompanying her promotion to Senior Vice President, Chief Financial Officer and Treasurer, effective November 15, 2019. Accompanying this increase, Ms. Stone's AICP target was also adjusted to 60% effective November 15, 2019. The base salary and AICP targets for the remaining NEOs remained unchanged for 2019. In light of the current market environment including the near term outlook for oil and gas activity, Mr. Dodson volunteered for an interim annualized salary reduction to $600,000, a 14% reduction from his target salary for 2019 of $700,000, with a corresponding reduction to his AICP target compensation for 2020, effective as of April 2, 2020.

Annualized base salaries, as in effect on December 31, 2019, and target AICP levels for 2019 are set forth below for each named executive officer.
 

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Name
 
Position (December 31, 2019)
 
Base Salary
(USD)
 
Target
AICP
Bradley J. Dodson
 
President and Chief Executive Officer
 
$
700,000

 
100%
Carolyn J. Stone
 
Senior Vice President, Chief Financial Officer and Treasurer
 
$
340,000

 
60%
Peter L. McCann
 
Senior Vice President, Australia
 
$
292,068

 
65%
Allan D. Schoening
 
Senior Vice President, Canada
 
$
358,008

 
60%
Frank C. Steininger
 
Executive Vice President, Strategic Initiatives
 
$
450,000

 
75%
2019 AICP Awards. The following performance metrics formed the basis for annual incentive award determinations for our named executive officers for 2019:
 
Name
 
Position (December 31, 2019)
 
Financial Performance
 
Safety
Performance
 
Corporate
 
Division
 
Bradley J. Dodson
 
President and Chief Executive Officer
 
80%
 
n/a
 
20%
Carolyn J. Stone
 
Senior Vice President, Chief Financial Officer and Treasurer
 
80%
 
n/a
 
20%
Peter L. McCann
 
Senior Vice President, Australia
 
40%
 
40%
 
20%
Allan D. Schoening
 
Senior Vice President, Canada
 
40%
 
40%
 
20%
Frank C. Steininger
 
Executive Vice President, Strategic Initiatives
 
80%
 
n/a
 
20%
Our sole metric for evaluating financial performance for AICP purposes in 2019 was Adjusted EBITDA. EBITDA is widely recognized as a primary valuation and comparison metric used in the industry and, for this reason, was selected as the most suitable metric for 2019. EBITDA is a non-GAAP financial measure that is defined as net income plus interest, taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP financial measure that is defined as EBITDA adjusted to exclude impairment charges and certain other costs, as noted below.
Adjustments to EBITDA under the AICP for 2019 reflected one-time, unanticipated financial events incurred following approval of the 2019 budget. For 2019, specific adjustments included impairment expenses, expenses related to unbudgeted variability in stock-based compensation expense, changes in foreign exchange rates, transaction related costs and certain other costs. All adjustments to EBITDA for AICP purposes were reviewed and approved by the Compensation Committee. The consolidated and Australian adjusted EBITDA targets were adjusted for the Board approved, budgeted EBITDA of the Action Industrial Catering acquisition completed in July 2019.
In 2019, the following performance results under the AICP were considered for award determination purposes:
 
Consolidated Adjusted EBITDA of USD $114.6 million (101.4% of budget);
Adjusted EBITDA for our Canadian division of CAD $95.8 million (101.5% of budget);
Adjusted EBITDA for our Australian division of AUD $79 million (113.8% of budget);
TRIR safety performance achievement of 133% payout for Consolidated; 100% payout for Canada, 200% payout for the United States and 73.33% 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 $0.6954 U.S. dollar per Australian dollar, the average exchange rate for 2019. Mr. Schoening’s bonus, which is paid out in Canadian dollars, has been converted to U.S. dollars below at an exchange rate of $0.7537 U.S. dollar per Canadian dollar, the average exchange rate for 2019.
 

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Name
 
Position
 
Business Performance
 
Total AICP Payout
Financial
 
Safety
 
$
 
% of Target
Bradley J. Dodson
 
President and Chief Executive Officer
 
$583,558
 
$181,187
 
$764,745
 
112%
Carolyn J. Stone
 
Senior Vice President, Chief Financial Officer and Treasurer
 
$125,290
 
$38,901
 
$164,191
 
112%
Peter L. McCann
 
Senior Vice President, Australia
 
$209,840
 
$27,844
 
$237,684
 
125%
Allan D. Schoening
 
Senior Vice President, Canada
 
$184,500
 
$42,961
 
$227,461
 
106%
Frank C. Steininger
 
Executive Vice President, Strategic Initiatives
 
$289,143
 
$89,775
 
$378,918
 
112%
2019 Long-Term Incentive Awards. For 2019, Civeo granted a combination of performance share awards, restricted stock awards, restricted share units, phantom share units and deferred share awards as long-term incentives to its named executive officers and other key employees. The value of awards made to individuals in this group took into consideration the following factors:
 
Corporate, business unit and individual performance;
Competitive market practice;
Executive retention;
Impact of awards and quantum of awards on dilution and liquidity; and
Tax considerations in the U.S., Canada and Australia.
LTIP awards approved by the Compensation Committee were made at levels generally consistent with past practice.
 
Name
 
Position
 
 
 
Valuation (1)
Phantom Share Units
 
Performance
Share Awards
 
Stock Price at Date of Grant
($)
 
Bradley J. Dodson
 
President and Chief Executive Officer
 
463,439

 
463,439

 
$
2.53

 
$2,901,128
Carolyn J. Stone
 
Senior Vice President, Chief Financial Officer and Treasurer
 
83,004

 
83,004

 
$
2.53

 
$519,605
Peter L. McCann
 
Senior Vice President, Australia
 
74,195

 
74,196

 
$
2.53

 
$464,464
Allan D. Schoening
 
Senior Vice President, Canada
 
106,453

 
106,453

 
$
2.53

 
$666,396
Frank C. Steininger
 
Executive Vice President, Strategic Initiatives
 
177,866

 
177,866

 
$
2.53

 
$1,113,441
(1)
This column shows the full grant date fair value of phantom share units and performance share awards as computed under FASB ASC Topic 718—Stock Compensation and granted to the named executive officers during 2019. 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 all awards, other than performance share awards, the value in this column is based upon the stock price on date of grant. For purposes of the performance share awards, the per share grant date fair value was $3.73, which was calculated using a Monte Carlo simulation pricing model. See Note 19 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2019 for additional detail regarding assumptions underlying the value of these awards.
Chief Executive Officer Compensation
During its evaluation of Mr. Dodson’s compensation, the Compensation Committee reviewed (i) performance against the 2019 business plan, (ii) TSR performance against a group of peer companies, (iii) pay levels and compensation trends at a peer group companies and (iv) progress against the Company’s strategic plan.
In addition to performance information that supports compensation levels that is included in the proxy statement, the Company provides additional information in the Annual Report on Form 10-K including a performance graph that reflects the company’s relative stock performance against the S&P 500, PHLX Oil Services Sector, the prior peer group and the current

26

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peer group to assist shareholders and proxy advisors as they consider a “Say on Pay” analysis. The performance graph covers a five-year period with the first year being 2014; the year that Civeo was spun out from Oil States International. During the last half of 2014, the Company’s share price was negatively impacted by actions taken by certain activist shareholders who sold large positions which negatively influenced the share price. Additionally, during that same period, a significant decline in the price of oil began, which negatively impacted market sentiment and performance across the energy sector. Notwithstanding the problems encountered in 2014, management has focused on a plan to maximize free cash flow, reduce debt and improve operating results which is reflected in relative performance during 2015 and thereafter.
In 2019, the Company made progress on its financial strategic initiatives of generating free cash flow and reducing its total debt. In 2019, under Mr. Dodson’s leadership, the company achieved the following:
Reduced total debt by $20.1 million;
Decreased our leverage ratio to 2.98 times at December 31, 2019, from 3.61 times at December 31, 2018;
Generated strong, positive free cash flow and EBITDA during the year;
Exceeded budget with respect to divisional financial performance in both Canada and Australia;
Extended key client contracts in both Canada and Australia;
Extended the maturity of our credit facility with improved flexibility; and
Achieved relative total shareholder returns in the top quartile compared to our compensation peer group over the past three years.
The following graph shows the composition of Mr. Dodson’s compensation for 2019. 
https://cdn.kscope.io/63b6004de73545ba9c56b2470a3c452e-updatedpiechart03302020a01.jpg

Executive and Change of Control Agreements
Civeo maintains Executive Agreements with Messrs. Dodson, Steininger and McCann and Change of Control Agreements with Mr. Schoening and Ms. Stone. These agreements are not considered long-term employment agreements and as such, U.S. executives are employed “at will” by Civeo. The agreements provide protection in the event of a qualified termination, which is defined as an (i) involuntary termination of the executive officer by Civeo other than for “Cause” or (ii) a voluntary termination by the executive for “Good Reason” during a specified period of time after a corporate “Change of Control” (as defined in each agreement) of Civeo. The triggering events were selected due to the executive not having complete control in either of these circumstances. Executives exercise control over their circumstances when they resign voluntarily without Good Reason or are terminated for Cause. As a result, these events do not trigger any payments.
The Change of Control provisions under both types of agreements are intended to encourage continued employment by Civeo of its executive officers and minimize distractions around related uncertainties and risks created by a proposed Change of Control. Unlike “single-trigger” arrangements that pay out immediately upon a change of control, Civeo’s agreements require a “double-trigger” (i.e., a change of control along with a qualifying loss of employment). Where a qualified termination occurs during the protection period following a Change of Control, the agreements provide for a lump-sum payment to the executive officer based on the executive's base salary and target annual incentive amount in place on the date of termination. Under the terms of their Executive Agreements, Messrs. Dodson, Steininger 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, Steininger 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 and Ms. Stone's Change of Control Agreements, they are both entitled to receive a

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lump-sum payment equal to 1.75 times their base salary and target annual incentive amount if a qualified termination occurs during the 18-month period following a Change of Control. Where a qualified termination occurs outside of the protection period following a Change of Control, Mr. Schoening and Ms. Stone and are not entitled to receive any severance payments or benefits.
In addition, the agreements provide that all restricted stock awards, restricted share units, performance shares, deferred shares, phantom units, options and other equity-based awards will vest immediately, that all restrictions on such awards will lapse upon a Change of Control and a qualified termination and that outstanding options will remain exercisable for a period of 90 days. The executive officer will also be entitled to (A) in the case of Messrs. Dodson, Steininger, and Schoening and Ms. Stone, health benefits until the earlier of (i) 36 months (in the case of Mr. Dodson), 24 months (in the case of Mr. Steininger) 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, Steininger, and Schoening and Ms. Stone, vesting of all employer contributions to our 401(k) plan to the extent not already vested and (C) for each named executive officer, outplacement services equal to a maximum of 15% of the executive’s salary at the time of termination until the earliest to occur of (i) December 31 of the second calendar year following the year of termination and (ii) the date the executive accepts subsequent employment. The executive agreement entered into with Mr. Dodson while employed by Oil States International Inc. entitled Mr. Dodson to be made whole for any excise taxes incurred with respect to severance payments that were in excess of the limits set forth under the Internal Revenue Code. No excise tax gross-up protection is available to Mr. Steininger, Mr. McCann, Mr. Schoening or Ms. Stone. See “Potential Payments Under Termination or Change of Control” in this proxy statement for additional disclosures of severance and Change of Control payments for named executive officers.
Civeo’s Executive Agreements have a term of three years, Mr. Schoening and Ms. Stone's Change of Control Agreements have a term of two years and each of the agreements are extended automatically for one additional day on a daily basis, unless notice of non-extension is served by the board of directors. Where notice is served, the agreement will terminate on the third anniversary, or the second anniversary in the case of Mr. Schoening and Ms. Stone, of the date notice was given. To receive benefits under the Executive Agreement or Change of Control Agreement, the executive officer is required to execute a release of all claims against Civeo.
For additional information on non-change of control severance payments available under the Executive Agreements as well as additional information on these benefits, see the section entitled “Potential Payments Upon Termination or Change of Control” below.
Dual Employment Contracts. Messrs. Dodson and Steininger are both parties to dual employment contracts with Canadian and U.S. legal entities of Civeo. These contracts are in place to permit each such executive to execute contracts and other legal agreements on behalf of entities in either jurisdiction and to work and perform cross-border services on an uninterrupted basis. The terms of these contracts allocate a portion of each such executive’s time to services performed in the United States and Canada provide for tax equalization payments intended to put the executive in the same position as if his or her employment income were all earned in the State of Texas.
Accounting and Tax Considerations. Under Section 162(m) of the Code, a limitation exists on tax deductions of any publicly-held corporation for individual compensation to certain “covered employees” of such corporation exceeding $1,000,000 in any taxable year. For taxable years beginning after December 31, 2017, the previously existing exemption from Section 162(m)’s deduction limit for certain “performance-based” compensation was repealed for all but certain grandfathered compensation arrangements that were in effect as of November 2, 2017. However, the rules and regulations promulgated under Section 162(m) are complicated and subject to change. As such, there can be no assurance that any compensation awarded prior to such date will be fully tax deductible.
All equity awards to our employees, including executive officers, and to our directors will be granted and reflected in our consolidated financial statements, based upon the applicable accounting guidance, at fair market value on the grant date in accordance with FASB ASC Topic 718—Stock Compensation.


COMPENSATION COMMITTEE REPORT

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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, Chairperson
C. Ronald Blankenship
Constance B. Moore


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SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation paid in respect of specified periods to our named executive officers.
 
Name and Principal Position
 
Year
 
Salary ($)
 
Bonus ($)
 
Share
Awards
($)(1)
 
Option
Awards ($)
 
Non-Equity
Incentive Plan
Compensation  ($)(4)
 
All Other
Compensation
($)(5)
 
Total
Bradley J. Dodson
 
2019
 
$
681,154

 
$—
 
$
2,901,128

 
$

 
$
764,745

 
$
49,855

 
$
4,396,882

President and Chief Executive Officer
 
2018
 
595,385

 
 
2,599,764

 

 
214,338

 
24,378

 
3,433,865

2017
 
575,000

 
 
2,047,890

 

 
851,644

 
38,638

 
3,513,172

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carolyn J. Stone
 
2019
 
$
285,125

 
$—
 
$
519,605

 
$

 
$
164,191

 
$
15,161

 
$
984,082

Senior Vice President, Chief Financial Officer and Treasurer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Peter L. McCann(2)
 
2019
 
$
292,068

 
$—
 
$
464,464

 
$

 
$
237,684

 
$
15,177

 
$
1,009,393

Senior Vice President, Australia
 
2018
 
314,160

 
 
535,766

 

 
167,762

 
16,637

 
1,034,325

 
2017
 
322,098

 
 
522,322

 

 
336,718

 
23,206

 
1,204,344

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allan D. Schoening(3)
 
2019
 
$
358,008

 
$—
 
$
666,396

 
$

 
$
227,461

 
$
20,731

 
$
1,272,596

Senior Vice President, Canada
 
2018
 
309,552

 
 
620,841

 

 
56,859

 
102,086

 
1,089,338

 
2017
 
273,757

 
 
532,351

 

 
202,733

 
58,242

 
1,067,083

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Frank C. Steininger
 
2019
 
$
450,000

 
$—
 
$
1,113,441

 
$

 
$
378,918

 
$
30,285

 
$
1,972,644

Executive Vice President, Strategic Initiatives
 
2018
 
444,462

 
 
1,726,578

 

 
112,004

 
29,158

 
2,312,202

 
2017
 
416,846

 
 
1,087,892

 

 
370,440

 
31,971

 
1,907,149

 
(1)
This column represents the dollar amounts, for years shown, of the aggregate grant date fair value of performance share, restricted stock award, restricted share unit, deferred share, and phantom share units, as applicable, granted in those years computed in accordance with FASB ASC Topic 718—Stock Compensation. Generally, the aggregate grant date fair value is the aggregate amount that Civeo expects to expense in its financial statements over the award’s vesting schedule and, for performance share awards, is based on the probable outcome of the applicable performance conditions. If the maximum performance level were achieved for the performance shares included in this column, the following amounts would have been included for Messrs. Dodson, Steininger, McCann, Schoening and Ms. Stone, respectively in 2019, $3,457,255, $1,326,880, $553,502, $794,139 and $619,210. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts reflect Civeo’s future accounting expense for these awards and options, and do not necessarily correspond to the actual value that will be recognized by the named executive officers. See Note 19 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2019 for additional detail regarding assumptions underlying the value of these awards.
(2)
Compensation reported for Mr. McCann, other than share awards, was made in Australian dollars and is reflected in this table in U.S. dollars using the average exchange rate for each year. The U.S. dollar to Australian dollar average exchange rate for 2019, 2018, and 2017 was $0.6954, $0.7480, and $0.7669 respectively.
(3)
Compensation reported for Mr. Schoening, other than share awards, was made in Canadian dollars and is reflected in this table in U.S. dollars using the average exchange rate for each year. The U.S. dollar to Canadian dollar average exchange rate for 2019, 2018 and 2017 was $0.7537, $0.7719 and $0.7712 respectively.
(4)
Amounts for “Non-Equity Incentive Plan Compensation” paid to each of the named executive officers were made pursuant to Civeo’s AICP and were paid in 2020, 2019 and 2018, respectively. For a description of Civeo’s plan, see “Compensation Discussion and Analysis—Compensation Program Components—Annual Incentive Compensation Plan.”
(5)
The amounts shown in the “All Other Compensation” column reflect the following for each Named Executive Officer for 2019:
Name and Principal Position
 
Year
 
Retirement
Plan Match ($)(a)
 
Non-Registered
Savings Plan
Match  ($)(a)
 
Other ($)(b)
 
Total
Bradley J. Dodson
 
12/31/2019
 
$
14,000

 

 
$
35,855

 
$
49,855

Carolyn J. Stone
 
12/31/2019
 
$
14,000

 

 
$
1,161

 
$
15,161

Peter L. McCann
 
12/31/2019
 
$
15,177

 

 
$

 
$
15,177

Allan D. Schoening
 
12/31/2019
 
$
10,262

 
10,469

 
$

 
$
20,731

Frank C. Steininger
 
12/31/2019
 
$
14,000

 

 
$
16,285

 
$
30,285

(a)
Represents the matching contributions allocated by Civeo, as applicable, to Messrs. Dodson, Steininger, 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

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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 $2,335 in imputed income attributable to life insurance benefits and $33,520 in Canadian taxes paid by Civeo in relation to his Dual Employment contract. The amounts in the “Other” column for Mr. Steininger include $4,248 in imputed income attributable to life insurance benefits and $11,987 in Canadian taxes paid by Civeo on his behalf in relation to his Dual Employment contract and $50 in income attributable to a company service award. The amounts shown in the "Other column for Ms. Stone include $1,111 in imputed income attributable to life insurance benefits and $50 in income attributable to a company service award.

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GRANTS OF PLAN BASED AWARDS FOR 2019
The following table provides information about equity and non-equity awards granted to our named executive officers in 2019.
 
 
 
 
 
 
 
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)
Name
 
Award Type
 
Grant Date
 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
Threshold
(#)
 
Target
(#)
 
Maximum
(#)
 
Bradley J. Dodson
 
AICP
 
 
 
$

 
$
700,000

 
$
1,400,000

 
 
 
 
 
 
 
 
 
 
 
 
Phantom Units
 
2/25/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
463,439

 
$
1,172,501

 
 
Performance Shares
 
2/25/2019
 
 
 
 
 
 
 

 
463,439

 
926,878

 
 
 
$
1,728,627

Carolyn J. Stone
 
AICP
 
 
 

 
$
204,000

 
$
408,000

 
 
 
 
 
 
 
 
 
 
 
 
Phantom Units
 
2/25/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
83,004

 
$
210,000

 
 
Performance Shares
 
43521
 
 
 
 
 
 
 

 
83,004

 
166,008

 
 
 
$
309,605

Peter L. McCann(5)
 
AICP
 
 
 
$

 
$
189,844

 
$
379,688

 
 
 
 
 
 
 
 
 
 
 
 
Phantom Units
 
2/25/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
74,195

 
$
187,713

 
 
Performance Shares
 
2/25/2019
 
 
 
 
 
 
 

 
74,196

 
148,392

 
 
 
$
276,751

Allan D. Schoening(6)
 
AICP
 
 
 
$

 
$
214,805

 
$
429,610

 
 
 
 
 
 
 
 
 
 
 
 
Phantom Units
 
2/25/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
106,453

 
$
269,326

 
 
Performance Shares
 
2/25/2019
 
 
 
 
 
 
 

 
106,453

 
212,906

 
 
 
$
397,070

Frank C. Steininger
 
AICP
 
 
 
$

 
$
337,500

 
$
675,000

 
 
 
 
 
 
 
 
 
 
 
 
Phantom Units
 
2/25/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
177,866

 
$
450,001

 
 
Performance Shares
 
2/25/2019
 
 
 
 
 
 
 

 
177,866

 
355,732

 
 
 
$
663,440

 
(1)
The amounts shown in the columns “Threshold”, “Target” and “Maximum” reflect the threshold, target and overachievement levels of bonus payable under the AICP (see discussion in “Compensation Discussion and Analysis—Compensation Program Components—Annual Incentive Compensation Plan”), which is based on an executive’s base salary paid during the year multiplied by the executive’s applicable bonus percentage for that level. The base salary used in this table is the base salary in effect as of December 31, 2019; 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 2019 grants under our Performance Share Awards Program based on our relative TSR over the applicable three-year performance period (see discussion in “Compensation Discussion and Analysis- Compensation Program Components-Performance Share Award Program”). Earned shares will vest in full on the third anniversary of the grant date.
(3)
The amounts included in the “All Other Stock Awards” column reflect phantom unit awards that vest annually at a rate of one-third per year on each of the first three anniversaries of the grant date.
(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 named executive officers during 2019. 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. For purposes of the performance share awards, the per share fair value of the awards of $3.73 was calculated using a Monte Carlo simulation pricing model. See Note 19 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2019 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 2019 of $0.6954 U.S. dollar per Australian dollar.
(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 2019 of $0.7537 U.S. dollar per Canadian dollar.

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OUTSTANDING EQUITY AWARDS AT 2019 FISCAL YEAR END
The following table provides information on the holdings of options and share awards by our named executive officers as of December 31, 2019. The market value of the share awards is based on the closing market price of Civeo’s common shares as of December 31, 2019, which was $1.29.
 
 
 
Option Awards
 
Share Awards
Name
 
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
 
 
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
 
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number 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. Dodson
 
13,777
(1) 
 
(1) 
 
$
16.43

 
2/17/2021
 
 
 
 
 
 
 
 
 
 
 
 
22,961
(2) 
 
(2) 
 
$
18.43

 
2/16/2022
 
 
 
 
 
 
 
 
 
 
 
 
18,369
(3) 
 
(3) 
 
$
17.48

 
2/19/2023
 
 
 
 
 
 
 
 
 
 
 
 
18,369
(4) 
 
(4) 
 
$
21.87

 
2/19/2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
60,446
(5) 
 
$
77,975

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20,149
(6) 
 
$
25,992

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
200,599
(8) 
 
$
258,773

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
463,439
(11) 
 
$
597,836

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
483,564
(7)
 
$
623,798

 
 
 
 
 
 
 
 
 
 
 
 


 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
601,798
(9) 
 
$
776,319

 
 
 
 
 
 
 
 
 
 
 
 


 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
926,878
(12) 
 
$
1,195,673

Carolyn J. Stone
 
 
 
 
 
 
 
 
 
 
 
15,482

(5)
 
$
19,972

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,161

(6)
 
$
6,658

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
123,854

(7)
 
$
159,772

 
 
 
 
 
 
 
 
 
 
 
 
40,420

(8)
 
$
52,142

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
121,258

(9)
 
$
156,423

 
 
 
 
 
 
 
 
 
 
 
 
83,004

(11)
 
$
107,075

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
166,008

(12)
 
$
214,150

Peter L. McCann
 
 
 
 
 
 
 
 
 
 
 
15,417
(5) 
 
$
19,888

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,139
(6) 
 
$
6,629

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
41,340
(8) 
 
$
53,329

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
123,334
(7) 
 
$
159,101

 
 
 
 
 
 
 
 
 
 
 
 
74,195
(11) 
 
$
95,712

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
124,020
(9) 
 
$
159,986

 
 
 
 
 
 
 
 
 
 
 
 


 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
148,392
(12) 
 
$
191,426

Allan D. Schoening
 
 
 
 
 
 
 
 
 
 
 
15,713
(5) 
 
$
20,270

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
125,702
(7) 
 
$
162,156

 
 
 
 
 
 
 
 
 
 
 
 
5,238
(6) 
 
$
6,757

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
47,904
(8) 
 
$
61,796

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
143,714
(9) 
 
$
185,391

 
 
 
 
 
 
 
 
 
 
 
 
106,453
(11) 
 
$
137,324

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
212,906
(12) 
 
$
274,649

Frank C. Steininger
 
 
 
 
 
 
 
 
 
 
 
32,110
(5) 
 
$
41,422

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10,704
(6) 
 
$
13,808

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
89,821
(8) 
 
$
115,869

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
153,689
(10) 
 
$
198,259

 
 
 
 
 

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Table of Contents

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
256,882
(7) 
 
$
331,378

 
 
 
 
 
 
 
 
 
 
 
 
177,866
(11) 
 
$
229,447

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
269,462
(9) 
 
$
347,606

 
 
 
 
 
 
 
 
 
 
 
 


 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
355,732
(12) 
 
$
458,894

 
(1)
Option award of February 17, 2011 that was fully vested at December 31, 2019.
(2)
Option award of February 16, 2012 that was fully vested at December 31, 2019.
(3)
Option award of February 19, 2013 that was fully vested at December 31, 2019.
(4)
Option award of February 19, 2014 that was fully vested at December 31, 2019.
(5)
Restricted share award, restricted share unit award or deferred share award of February 21, 2017 that vests at the rate of 33.33% per year, with vesting dates of February 21, 2018, February 21, 2019, and February 21, 2020.
(6)
Phantom share units award of February 21, 2017 that vests at the rate of 33.33% per year, with vesting dates of February 21, 2018, February 21, 2019, and February 21, 2020.
(7)
Performance share award of February 21, 2017 that vests on February 21, 2020, which is reported assuming maximum level achievement of the relative TSR performance metric. The maximum level was used as the previous fiscal year's performance exceeded the target level, thus requiring disclosure of the maximum level.
(8)
Restricted share award, restricted share unit award or deferred share award of February 20, 2018 that vests at the rate of 33.33% per year, with vesting dates of February 20, 2019, February 20, 2020 and February 20, 2021.
(9)
Performance share award of February 20, 2018 that vests on February 20, 2021, which is reported assuming maximum level achievement of the relative TSR performance metric. The maximum level was used as the previous fiscal year's performance exceeded the target level, thus requiring disclosure of the maximum level.
(10)
Restricted share award of March 1, 2018 that vests on March 1, 2020.
(11)
Phantom share units award of February 25, 2019 that vests at the rate of 33.33% per year, with vesting dates of February 25, 2020, February 25, 2021 and February 25, 2022.
(12)
Performance share award of February 25, 2019 that vests on February 25, 2022, which is reported assuming maximum level achievement of the relative TSR performance metric. The maximum level was used as the previous fiscal year's performance exceeded the target level, thus requiring disclosure of the maximum level.


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OPTIONS EXERCISED AND SHARES VESTED
The following table provides information for our named executive officers for the period from January 1, 2019 to December 31, 2019 regarding the number of our common shares acquired upon the vesting of share awards and the value realized, each before payment of any applicable withholding tax. Reported values for the stock awards were calculated based on the number of share awards vesting multiplied by closing share price on the date of vesting.
 
 
Option Awards
 
Stock Awards
Name                
Number of Shares
Acquired on Exercise
(#)
 
Pre-tax Value
Realized
on Exercise
($)
 
Number of Shares
Acquired on Vesting
(#)
 
Pre-tax 
Value Realized
on Vesting
($)
Bradley J. Dodson

 
$

 
1,556,830

 
$
4,063,774

Carolyn J. Stone

 
$

 
328,482

 
$
858,139

Peter L. McCann

 
$

 
615,416

 
$
1,605,543

Allan D. Schoening

 
$

 
531,014

 
$
1,390,407

Frank C. Steininger

 
$

 
1,043,607

 
$
2,724,526



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NONQUALIFIED DEFERRED COMPENSATION
Civeo maintains a non-qualified style of plan in Canada in which Mr. Schoening is a participant. The investment alternatives available under the Canadian non-qualified deferred compensation plan during 2019 were the same mutual funds available to all employees under Civeo’s Group RRSP/DPSP Retirement Plan. Selection of these funds are at the discretion of the executive. Payout terms, withdrawals and other distributions are made at the discretion of the executive subject to corresponding plan terms and conditions.
Detailed below is 2019 activity in the Canadian non-qualified Deferred Compensation Plan for Mr. Schoening. All amounts listed below for Mr. Schoening have been converted to U.S. dollars an exchange rate of $0.7537. Messrs. Dodson, McCann and Steininger and Ms. Stone did not participate in this plan or any other non-qualified deferred compensation plan during 2019.
 
Name                
Executive
Contributions
in Last
Fiscal Year
($)(1)
 
Registrant
Contribution
in Last
Fiscal Year
($)(2)
 
Aggregate
Earnings
(Loss)
in Last
Fiscal Year
($)(3)
 
Aggregate
Withdrawals/
Distributions
($)
 
Aggregate
Balance
At Last
Fiscal
Year End
($)
Allan D. Schoening
$
14,890

 
$
10,469

 
$
17,838

 

 
$
132,344

 
(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 2019.
(2)
The $10,469 reported for Mr. Schoening in this column is also included in the “All Other Compensation” column of the Summary Compensation Table for 2019.
(3)
This column represents net unrealized appreciation, loss, dividends and distributions for Mr. Schoening for mutual fund investments for 2019 associated with investments held in the Deferred Compensation Plan.



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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
The table below reflects the amount of compensation that would be payable to Messrs. Dodson, Steininger, Schoening, McCann and Ms. Stone in the event of a qualified termination, which is defined as (i) an involuntary termination of the executive officer by Civeo other than for “Cause” or (ii) either an involuntary termination other than for “Cause” or a voluntary termination by the executive for “Good Reason,” in each case, during a specified period of time after a “Change of Control” of Civeo. The table below also reflects the amount of compensation that would be payable to Messrs. Dodson, Steininger and McCann in the event of a qualified termination not in connection with a “Change of Control” (as defined in their Executive Agreements). Mr. Schoening's and Ms. Stone’s Change of Control Agre