DEF 14A of Civeo Corp, Apr 12, 2024

DEF 14A of Civeo Corp

Filed Apr 12, 2024 · FY20230001590584-24-000061

Open on EDGAR

  1. Board of Directors

    Board of Directors The following provides summary information about our board of directors.

  2. Board of Directors

    | Name and Primary Occupation | | Age | Director Since | Committee Membership | | | | | | | | | AC | CC | ESGNC | FIC | | Class I Directors Whose Terms Expire at the 2024 Annual General Meeting of Shareholders | | | | | | | | | | C. Ronald Blankenship Independent Former President and Chief Executive Officer, Verde Realty | 74 | 2014 | | | | | | | Michael Montelongo Independent President and Chief Executive Officer, GRC Advisory Services LLC | 68 | 2021 | | | | | | | Charles Szalkowski Independent Former Partner and General Counsel, Baker Botts L.L.P. | 75 | 2014 | | | | | | Class II Directors Whose Terms Expire at the 2025 Annual General Meeting of Shareholders | | | | | | | | | | Richard A. Navarre Independent | 63 | 2014 | | | | | | | Former President and Chief Executive Officer, Covia Corporation | | | | | | | | | Martin A. Lambert Independent Former Chief Executive Officer, Swan Hills Synfuels LP | 68 | 2014 | | | | | | | Constance B. Moore Independent Former President and Chief Executive Officer, BRE Properties, Inc. | 68 | 2014 | | | | | | Class III Directors Whose Terms Expire at the 2026 Annual General Meeting of Shareholders | | | | | | | | | | Bradley J. Dodson President and Chief Executive Officer, Civeo Corporation | 50 | 2014 | | | | | | | Jay K. Grewal Independent Former President and Chief Executive Officer, Manitoba Hydro | 64 | 2021 | | | | | | | Timothy O. Wall Independent Former President, Kitimat LNG Upstream Operations | 62 | 2017 | | | | |

  3. Board of Directors

    | AC | Audit Committee | | Chair | | CC | Compensation Committee | | Member | | ESGNC | Environmental, Social, Governance and Nominating Committee | F | Financial Expert | | FIC | Finance and Investment Committee | | Chair of the Board |

  4. Board of Directors

    | 4 | |

  5. Director Biographies - Class I Director Nominees

    Director Biographies - Class I Director Nominees

  6. Director Biographies - Class I Director Nominees

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

  7. Director Biographies - Class I Director Nominees

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

  8. Director Biographies - Class I Director Nominees

    | 2023 Proxy Statement | 11 |

  9. Director Biographies - Class I Director Nominees

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

  10. Class II Continuing Directors

    Class II Continuing Directors

  11. Class II Continuing Directors

    | Age: 63 Director since: 2014 Committees: Environmental, Social, Governance and Nominating Committee | Richard A. Navarre Former President and Chief Executive Officer of Covia Corporation Independent Chairman of the Board Background: Mr. Navarre served as President and Chief Executive Officer of Covia Corporation, a privately held, leading provider of high-quality minerals and material solutions for the industrial and energy markets from May 2019 until May 2021. From 2012 to 2019, Mr. Navarre served as an independent strategic business advisor to leading investment firms and the energy industry. From 1993 until 2012, Mr. Navarre held executive positions at Peabody Energy Corporation, including President of the Americas, President and Chief Commercial Officer, Executive Vice President of Corporate Development and Chief Financial Officer, with executive responsibilities for activities across five continents. Mr. Navarre is currently an independent director, chairman of the conflicts committee, member of the audit, compensation and nominating and governance committees for Natural Resource Partners LP (NYSE:NRP); and independent director, chairman of the personnel and compensation committee and member of the ESG and Nominating committees for Arch Resources (NYSE:ARCH). He is a member of the Board of Advisors and the Hall of Fame of the College of Business and Analytics at Southern Illinois University-Carbondale. Other Qualifications: Mr. Navarre is a Certified Public Accountant and received his B.S. in Accounting from Southern Illinois University-Carbondale. We believe that Mr. Navarre's over 35 years of diverse international business and finance experience, which include extensive governance, financial, operating, strategic planning, public company and coal and energy industry experience, make him well qualified to serve as a director on our board of directors. |

  12. Class II Continuing Directors

    | 12 | |

  13. Class II Continuing Directors

    | Age: 68 Director since: 2014 Committees: Compensation Committee (Chair), Finance and Investment Committee | Martin A. Lambert Former Chief Executive Officer, Swan Hills Synfuels LP Independent Director Background: Mr. Lambert is retired. He served as Chief Executive Officer of Swan Hills Synfuels LP, an energy conversion company, from November 2008 until July 2014. Prior thereto, Mr. Lambert served as a founder and managing director of Matco Capital Ltd., a private equity firm focused in the energy sector, since mid-2002. Mr. Lambert was a partner of Bennett Jones LLP, a Canadian law firm, from March 1987 to March 2007 and served as the Chief Executive Officer of that firm from 1996 to 2000. He served as a director of Oil States International, Inc. ("Oil States") from February 2001 to May 2014 and Calfrac Well Services Ltd., from March 2004 to May 2010. Other Qualifications: Mr. Lambert received his LLB degree from the University of Alberta. We believe that Mr. Lambert's Canadian industry experience and deep knowledge of Canadian law, as well as being one of the original board members of Civeo from the Oil States board of directors, make him well qualified to serve as a director on our board of directors. |

  14. Class II Continuing Directors

    | Age: 68 Director since: 2014 Committees: Audit Committee (Chair), Compensation Committee | Constance B. Moore Former President and Chief Executive Officer, BRE Properties, Inc. Independent Director Background: Ms. Moore has served as a director of TriPointe Homes (NYSE: TPH) since July 2014 and is currently the Chairman of the compensation committee as well as a member of its audit committee. She has served as a director of Healthcare Realty Trust (NYSE:HR) since March 2022 and is a member of its Nominating and Governance Committee. She served as a director of Columbia Property Trust (NYSE: CXP), including as chair of its board of directors in 2021, from November 2017 until it was acquired in December 2021. Ms. Moore was a director of BRE Properties, Inc. (BRE) from September 2002 until BRE was acquired in April 2014. Ms. Moore served as President and Chief Executive Officer of BRE from January 2005 until April 2014 and served as President and Chief Operating Officer of BRE from January 2004 until December 2004. Ms. Moore has more than 40 years of experience in the real estate industry. Prior to joining BRE in 2002, she was the managing director of Security Capital Group & Affiliates. From 1993 to 2002, Ms. Moore held several executive positions with Security Capital Group, including co-chairman and chief operating officer of Archstone Communities Trust. In 2009, she served as chair of the National Association of Real Estate Investment Trusts. Currently, she is chair of the Fisher Center for Real Estate and Urban Economics Policy Advisory Board at UC Berkeley; serves on the board of Haas School of Business, UC Berkeley; serves as Vice Chair the board of Bridge Housing Corporation; is a Governor and Lifetime Trustee of the Urban Land Institute (ULI); and serves on the board of the Tower Foundation at San Jose State University. Other Qualifications: Ms. Moore holds an M.B.A. from the University of California, Berkeley, Haas School of Business, and a bachelor’s degree from San Jose State University. We believe that Ms. Moore's over 40 years of real estate experience, 20 of which were as a public company director, as well as her extensive experience and valuable insight in public company accounting and reporting issues, make her well qualified to serve as a director on our board of directors. |

  15. Class II Continuing Directors

    | 2023 Proxy Statement | 13 |

  16. Class III Continuing Directors

    Class III Continuing Directors

  17. Class III Continuing Directors

    | Age: 50 Director since: 2014 Committees: None | Bradley J. Dodson President and Chief Executive Officer, Civeo Corporation Background: Mr. Dodson has been President and Chief Executive Officer of Civeo since May 2014. Mr. Dodson held several executive positions with Oil States, a global provider of integrated energy systems and solutions, from March 2001 to May 2014, including serving as Executive Vice President, Accommodations from December 2013 to May 2014, Senior Vice President, Chief Financial Officer and Treasurer from April 2010 to December 2013, Vice President, Chief Financial Officer and Treasurer from May 2006 to April 2010, Vice President, Corporate Development from March 2003 to May 2006 and Director of Business Development from March 2001 to February 2003. From June 1998 to March 2001, Mr. Dodson served in several positions for L.E. Simmons & Associates, Incorporated, a private equity firm specializing in oilfield service investments. From July 1996 to June 1998, Mr. Dodson worked in the mergers and acquisitions group of Merrill Lynch & Co. Other Qualifications: Mr. Dodson holds a M.B.A. degree from The University of Texas at Austin and a B.A. degree in Economics from Duke University. We believe that Mr. Dodson's leadership, and industry experience, his expertise in mergers and acquisitions as well and financing, along with his deep knowledge of our business and customer base, make him well qualified to serve as our President and Chief Executive Officer and a director on our board of directors. | | Age: 64 Director since: 2021 Committees: Audit Committee, Finance and Investment Committee | Jay K. Grewal Former President and Chief Executive Officer of Manitoba Hydro Independent Director Background: Ms. Grewal served as President and Chief Executive Officer of Manitoba Hydro, one of the largest integrated electric and natural gas utilities in Canada, from February 2019 to February 2024. Ms. Grewal joined Manitoba Hydro from the Northwest Territories Power Corporation where she held the position of President and CEO from June 2017 to February 2019. Before then, Ms. Grewal held senior executive roles with Capstone Mining Corporation (from 2011 to 2014), Accenture, Inc. (from 2006 to 2010) and CIBC World Markets (from 1996 to 2000). Ms. Grewal sits on the board of a number of industry associations including the Canadian Gas Association and the Canadian Electricity Association. Other Qualifications: Ms. Grewal earned both a B.A. (honors) from the University of British Columbia as well as a M.B.A, finance from the Richard Ivey School of Business, University of Western Ontario. We believe that Ms. Grewal's over 25 years of leadership and corporate management experience, including at executive levels in the utility, resource, finance and consulting sectors, make her well qualified to serve as a director on our board of directors. |

  18. Class III Continuing Directors

    | 14 | |

  19. Class III Continuing Directors

    | Age: 62 Director since: 2017 Committees: Environmental, Social, Governance and Nominating Committee, Finance and Investment Committee | Timothy O. Wall Former President, Kitimat LNG Upstream Operations Independent Director Background: Mr. Wall has served as President and Chief Executive Officer of Cycle Petroleum, LLC, an energy advisory firm, since 2016 and was previously President of Apache Kitimat Limited, an LNG development division of Apache Canada Limited (a subsidiary of APA Corporation, an oil and gas exploration and production company), from 2013 to 2015. He served as President of Apache Canada Limited (a subsidiary of APA Corporation) from 2009 to 2013 and as Managing Director, Apache Energy Limited (a subsidiary of APA Corporation) in Western Australia from 2005 to 2009. From 2005 until 2015, Mr. Wall also served as a Corporate Officer and Regional Vice-President of APA Corporation. Prior thereto, Mr. Wall served in various positions within APA Corporation in the United States, P.R. China, and Scotland, U.K. from 1990 to 2005. Mr. Wall previously served as a director for several industry organizations, including the Canadian Association of Petroleum Producers (CAPP), the Australian Petroleum Production and Exploration Association (APPEA), and the Australian Mines and Metals Association (AMMA). Other Qualifications: Mr. Wall received his B.S. in Petroleum Engineering from Texas A&M University. We believe that Mr. Wall's vast energy knowledge in Australia and Canada, his experience working with First Nations partners and his understanding of Canadian rules and regulations make him well qualified to serve as a director on our board of directors. |

  20. Class III Continuing Directors

    | 2023 Proxy Statement | 15 |

  21. Director Compensation

    Director Compensation

  22. Process

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

  23. Process

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

  24. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation paid by Civeo to non-employee directors for the fiscal year ended December 31, 2023:

  25. Director Compensation Table

    | Name | Fees Earned or Paid in Cash | | Stock Awards (1) | | Total | | | Richard A. Navarre | $ | 130,500 | $ | 182,915 | $ | 313,415 | | C. Ronald Blankenship | $ | 111,000 | $ | 125,006 | $ | 236,006 | | Jay K. Grewal | $ | 106,000 | $ | 125,006 | $ | 231,006 | | Martin A. Lambert | $ | 111,000 | $ | 125,006 | $ | 236,006 | | Michael Montelongo | $ | 123,750 | $ | 125,006 | $ | 248,756 | | Constance B. Moore | $ | 115,500 | $ | 125,006 | $ | 240,506 | | Charles Szalkowski | $ | 116,000 | $ | 125,006 | $ | 241,006 | | Timothy O. Wall | $ | 101,000 | $ | 125,006 | $ | 226,006 |

  26. Director Compensation Table

    (1)The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of restricted share awards granted in 2023 calculated in accordance with FASB ASC Topic 718—Stock Compensation. Please see Note 19 to the notes to consolidated financial statements included in Item 8 of Civeo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for information regarding the assumptions relied upon for this calculation. Pursuant to FASB ASC Topic 718—Stock Compensation, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts reflect our future accounting expense for these awards, and do not necessarily correspond to the actual value that will be recognized by the directors. Mr. Navarre’s stock award total includes $15,407 of Civeo common shares as part of his fees as Chair of the Board, which were fully vested on the grant date and $42,502 in restricted shares which will vest at the annual shareholder's meeting. As of December 31, 2023, the aggregate number of unvested restricted share awards held by each of the non-employee directors were as follows:

  27. Director Compensation Table

    | Name | Stock Awards | | Name | Stock Awards | | | Richard A. Navarre | | 7,969 | Michael Montelongo | | 5,947* | | C. Ronald Blankenship | | 5,947 | Constance B. Moore | | 5,947 | | Jay K. Grewal | | 5,947* | Charles Szalkowski | | 5,947 | | Martin A. Lambert | | 5,947* | Timothy O. Wall | | 5,947* |

  28. Director Compensation Table

    *Deferred shares to be settled upon separation from service.

  29. CEO and NEO Compensation Mix

    | Base Salary | Annual Incentive Compensation Plan ("AICP") | Long-Term Incentive Plan ("LTIP") | | Base salary recognizes the job being performed, executive seniority and tenure and the value of that job in the competitive market. Base salary must be sufficient to attract and retain the executive talent necessary for our success and provides a fixed element of compensation to avoid fluctuations in compensation that could distract our executives from the performance of their responsibilities. | The key objective of Civeo’s AICP is to reward the achievement of defined annual financial and safety objectives and to incentivize employee activities that will continually improve Civeo, both on a business unit and company-wide basis. | Civeo’s LTIP, established under the Equity Participation Plan ("EPP"), provides an additional incentive to executives to grow shareholder value through ownership of Civeo common shares or incentive awards directly linked to Civeo’s share price and supports our efforts to attract and retain highly qualified executives to grow and develop Civeo in our competitive and cyclical industry. |

  30. Our Variable Compensation Performance Metrics and Their Relation to Our Strategy

    Our Variable Compensation Performance Metrics and Their Relation to Our Strategy

  31. Our Variable Compensation Performance Metrics and Their Relation to Our Strategy

    | Performance Metrics | How The Performance Metrics Tie to Our Strategy | | Relative Total Shareholder Return ("TSR") | Relative TSR is a valuable metric to assess performance against our peer group over a performance period. The intent is to better align executive pay with shareholder interests. | | Divisional EBITDA | EBITDA is widely recognized as a primary valuation and comparable financial metric and, for this reason was, with AICP adjustments, selected as an appropriate financial metric for 2023. | | TRIR | TRIR is a globally recognized measure of safety performance. Safety is one of Civeo's core values and therefore it is an important measure of Company performance. | | Consolidated Operating Cash Flow | After the Company altered its performance goals utilized under the Company’s LTIP in 2021 to include consolidated operating cash flow as a performance metric, based in part on feedback from our 2020 shareholder engagement efforts, the Company has continued to use consolidated operating cash flow as a performance metric under its LTIP given the Company's continued focus on generating cash flow and reducing leverage. |

  32. Our Variable Compensation Performance Metrics and Their Relation to Our Strategy

    | AICP EBITDA Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") is a non-GAAP financial measure that is defined as net income plus interest, taxes, depreciation and amortization. AICP EBITDA is a non-GAAP financial measure that is defined as EBITDA adjusted to exclude certain other unusual or non-operating items. Please see Appendix B for a reconciliation of EBITDA to GAAP. Adjustments to EBITDA under the AICP also reflect one-time, unanticipated financial events incurred following approval of the 2023 budget, including unbudgeted variability in stock-based compensation expense, changes in foreign exchange rates and certain other unbudgeted costs (approved by the Compensation Committee). The AICP adjustments to EBITDA in 2023 were consistent with past practices. |

  33. Our Variable Compensation Performance Metrics and Their Relation to Our Strategy

    | 2023 Proxy Statement | 33 |

  34. Changes to the Compensation Program for 2024

    Changes to the Compensation Program for 2024 With the changes in the Company's primary strategic focus from debt reduction to growth, Compensation Committee has made some adjustments to both the Short Term and Long Term Incentive programs for NEOs for 2024: •Historically, overachievement for AICP was achieved at 120% of budget. For 2024 and going forward, overachievement will be measured against the greater of (1) 120% of the current year's budgeted EBITDA or (2) the prior year's actual AICP EBITDA performance. Entry will continue to be calculated based on achieving 85% of budgeted EBITDA and target AICP remains unchanged on achieving 100% of budgeted EBITDA. With the change in focus, the over achievement targets were adjusted to encourage year-over-year growth. •Long Term Incentive awards to NEOs will be changing in two ways. First, the distribution of time based and performance based awards will be changing using a phased in approach. For 2024, the distribution of performance based awards will increase from 50% to 60% and time based awards will reduce from 50% to 40%. For 2025, performance based awards will increase from 60% to 70% and time based awards will reduce from 40% to 30%. Additionally, the performance based awards will now be measured based on 30% relative TSR performance metric and 70% three-year growth in EBITDA, this being a change from 50% relative TSR and 50% Operating Cash Flow in 2023. We believe these changes further align and directly link our executive compensation program with the Company’s performance and will be in the best interests of the Company’s shareholders.

  35. Executive Compensation Best Practices

    | What We Do | | | What We Don’t Do | | Use an independent consultant to ensure overall executive compensation is market competitive Provide a balanced executive pay mix including long-term incentives, 50% of which are generally performance-based for NEOs and provide at-risk compensation tied directly to financial and share price performance 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 Cap payouts under all performance incentives. Beginning in 2021, all future performance share awards are capped at 100% payout (Target), if Civeo's absolute TSR over the performance period is negative, irrespective of relative performance Maintain a clawback policy that allows the Company to recoup incentive-based compensation in the case of a material financial restatement due to material non-compliance with applicable reporting requirements. In addition to minimum NEO share ownership requirements, the share ownership policy requires NEOs to hold at least 50% of the net vested Civeo shares (after tax withholding) for 12 months after the date of vesting | | Permit directors or officers to buy or sell puts, calls or options in respect of our securities, or pledge shares (including holding shares in a margin account) Provide excise tax gross-ups in any executive or change of control agreement entered into following our spin-off from Oil States International in May 2014 Apply severance multipliers in excess of 3x Utilize liberal share recycling in our long-term incentive plan Reprice stock options or stock appreciation rights without shareholder approval Provide single-trigger vesting of equity awards upon a change of control Provide unreasonably long terms for options | |

  36. Our Business and Our Compensation Philosophy

    | To attract, motivate, reward and retain executives with the experience and talent to achieve our short-term goals and objectives and successfully execute our longer-term strategic plans | To reinforce the linkage between individual performance of executives and business results | To align the interests of executives with the long-term interests of our shareholders | To ensure compensation does not promote overly conservative actions nor excessive risk taking |

  37. Our Business and Our Compensation Philosophy

    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.

  38. Peer Group and Benchmarking

    Peer Group and Benchmarking The Compensation Committee engages Mercer as its independent compensation consultant, which uses a peer group of companies with similar customers and activity drivers to Civeo to benchmark executive compensation. The peer group includes companies in the oil and gas, mining and other natural resource industries. These peers typically will be exposed to the cyclical nature of the natural resources market that impacts Civeo’s business and financial results. The primary review and selection criteria for the peer group includes the following: revenue size, market value, enterprise value, number of employees, business/operational characteristics and geographic footprint. The graphic below summarizes the 2023 peer group based on certain of these metrics as of December 31, 2023 (U.S. dollars in millions).

  39. Peer Group and Benchmarking

    | 2023 Proxy Statement | 37 |

  40. COMPENSATION PEER GROUP

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

  41. COMPENSATION PEER GROUP

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

  42. 2024 Peer Group

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

  43. Compensation and Risk Management

    Compensation and Risk Management Civeo’s compensation programs have been designed to (i) promote financial, operational and organizational growth, while giving due consideration to broader enterprise risk management issues and (ii) maintain a balance between short and long-term incentive compensation, company growth, shareholder returns and risk. The Compensation Committee, in its sole discretion, retains full authority to adjust any aspect of Civeo’s compensation programs. Our Compensation Committee has reviewed our compensation policies and believes that our policies do not encourage excessive or unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. The Compensation Committee performs this assessment annually. Our compensation philosophy and culture support the use of base salary, certain performance-based compensation plans and benefit programs that are generally consistent in design and operation with those of our peer companies in the markets where we operate. These compensation policies and practices are centrally designed and administered by the Compensation Committee. The following specific factors, in particular, reduce the likelihood of excessive risk-taking: •Our overall executive compensation levels are competitive with the market, based on information provided by Mercer and reviewed by the Compensation Committee; •Our executive compensation mix is balanced among (i) fixed components including salary and benefits, (ii) capped annual incentives that reward our overall financial and operating performance and (iii) long-term incentives, at least 50% of which are generally performance-based for NEOs, to more closely align executive compensation with shareholder interests and to provide for a substantial portion of at-risk compensation in relation to share price performance; •We implement what our Compensation Committee believes to be rigorous performance measures for executive compensation each year, whether absolute or relative, and set performance goals that we believe are reasonable in light of market conditions; and •We have established maximum award levels as a cap on performance incentives. The Compensation Committee caps performance shares at 100% payout (Target), for this portion of the award, if Civeo’s TSR over the performance period is negative, irrespective of relative performance. In summary, although a portion of the compensation provided to our NEOs is based on our overall performance or division performance, we believe our compensation programs do not encourage excessive or unnecessary risk-taking by our NEOs (or other employees) because these programs are designed to encourage employees to remain focused on both our short and long-term operational, financial and safety goals. In addition, we believe that our share ownership, hedging and clawback policies also mitigate risk.

  44. Annual Incentive Compensation Plan

    Annual Incentive Compensation Plan The key objective of Civeo’s AICP is to reward the achievement of defined annual financial and safety objectives and to incentivize employee activities that will continually improve Civeo, both on a business unit and company-wide basis. Awards made under the AICP are designed to represent a material component of target total cash compensation for our NEOs. Under the AICP, the Compensation Committee establishes an incentive target, expressed as a percent of base salary, for each executive officer based upon, among other factors including geographic market differences, the Compensation Committee’s review of publicly available competitive compensation data for each position, level of responsibility and ability to impact or influence business results. For 2023, achieving results which exceeded a minimum, or threshold, level of performance triggered an AICP payout. Performance results at or below threshold (i.e., typically achieving a percentage of 85% or less of the related AICP performance objective) results in no AICP award. A target award is earned when an executive achieves 100% of his or her safety and financial performance objectives. Overachievement is earned when performance results are above 100% of budgeted safety and financial performance, with the maximum being 120%. Where performance results fall between the threshold and target level, a pro rata percentage of the target amount is paid out. Where performance results fall between the target and maximum level, 100-200% of the target amount is paid out proportionately.

  45. RELATIONSHIP BETWEEN BASE SALARY, THRESHOLD AICP, TARGET AICP AND MAXIMUM AICP AWARD

    | Named Executive Officer | Target AICP (% of base salary) | Threshold | Target | Maximum | | Bradley J. Dodson | 100% | No AICP award is achieved until threshold is exceeded | Earned when an executive achieves 100% of his or her safety and financial performance objectives | Earned when performance results are above 100% of safety and financial performance objectives, with the maximum being 120%, which would result in a payout capped at 200% of target | | Carolyn J. Stone | 70% | | | | | Peter L. McCann | 70% | | | | | Allan D. Schoening | 70% | | | |

  46. RELATIONSHIP BETWEEN BASE SALARY, THRESHOLD AICP, TARGET AICP AND MAXIMUM AICP AWARD

    | | | Business Performance | | | | Total AICP Payout | | | | Name | Position | Financial | | Safety | | $ | | % of Target | | Bradley J. Dodson | President and Chief Executive Officer | $ | 1,200,000 | $ | 274,995 | $ | 1,474,995 | 197% | | Carolyn J. Stone | Former Senior Vice President, Chief Financial Officer and Treasurer | $ | 476,000 | $ | 109,081 | $ | 585,081 | 197% | | Peter L. McCann | Senior Vice President, Australia | $ | 283,893 | $ | 74,167 | $ | 358,060 | 171% | | Allan D. Schoening | Senior Vice President, Canada | $ | 423,316 | $ | 99,479 | $ | 522,795 | 198% |

  47. Long-Term Incentive Plan

    Long-Term Incentive Plan Civeo’s LTIP, established under the EPP, is designed to provide an additional incentive to executives to grow shareholder value through ownership of Civeo common shares or incentive awards directly linked to Civeo’s share price and to support our efforts to attract and retain highly qualified executives to grow and develop Civeo in our highly competitive and cyclical industry. The EPP provides for the grant of any combination of restricted share awards, restricted share units, performance awards, dividend equivalents, phantom share awards, deferred share awards, share payments or options. Broadly speaking, we award three types of long-term incentives to balance liquidity and dilution considerations and to ensure we deliver tax effective incentives to plan participants. These awards may be cash or share settled, depending on their type. For 2023, all NEOs received equity awards made up of 50% time-based phantom share units and 50% cliff-vested performance share awards. All long-term incentive awards made to employees are generally subject to a three-year vesting period, with time-based awards vesting in equal installments on each of the first three anniversaries of the date of grant and performance-based awards vesting on the third anniversary of the date of grant, subject to achievement of the applicable performance goals. All awards are subject to the approval of our Compensation Committee. In determining the value of award levels, the ratio of long-term incentives as a percentage of base salary is considered relative to a range of factors including market competitiveness, internal equity and individual performance. Generally, long-term incentive award values increase with position responsibility and are intended to comprise a larger component of an executive’s total direct compensation as his or her responsibility increases. For 2023, Civeo granted a combination of phantom share units and performance-based share awards as long-term incentive awards to its NEOs and other key employees. The value of awards made to individuals in this group took into consideration the following factors: •Corporate, business unit and individual performance; •Competitive market practice; •Executive retention; •Impact of awards and quantum of awards on dilution and liquidity; and •Tax considerations in the U.S., Canada and Australia. LTIP awards approved by the Compensation Committee were made at levels consistent with past practices.

  48. Long-Term Incentive Plan

    | Name | Position | Phantom Share Units | Performance Share Awards at Target | Stock Price at Date of Grant ($) | | Valuation(1) | | | Bradley J. Dodson | President and Chief Executive Officer | 40,459 | 40,459 | $ | 31.05 | $ | 2,811,698 | | Carolyn J. Stone | Former Senior Vice President, Chief Financial Officer and Treasurer | 11,634 | 11,635 | $ | 31.05 | $ | 808,543 | | Peter L. McCann | Senior Vice President, Australia | 6,298 | 6,299 | $ | 31.05 | $ | 437,718 | | Allan D. Schoening | Senior Vice President, Canada | 9,166 | 9,167 | $ | 31.05 | $ | 637,030 |

  49. Long-Term Incentive Plan

    (1)This column shows the full grant date fair value of the phantom share units and performance share awards as computed under FASB ASC Topic 718—Stock Compensation and granted to the NEOs during 2023. Generally, the grant date fair value is the amount that Civeo would expense in its financial statements over the vesting schedule of the awards. For purposes of the phantom share units, the value in this column is based upon the closing share price on the date of grant. See Note 19 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for additional detail regarding assumptions underlying the value of these awards.

  50. Long-Term Incentive Plan

    | 2023 Proxy Statement | 41 |

  51. Performance Share Award Programs

    Performance Share Award Programs Historically, our Performance Share Award Program has been comprised of the following key elements listed below.

  52. Performance Share Award Programs

    | Performance metrics | Performance period | Participants | | –Relative TSR (compared against our defined peer group) –Cumulative free cash flow (2021 grant) or cumulative operating cash flow (2022 and 2023 grants), in each case relative to a preset target | Three years | All named executive officers and other senior management | | Vesting | Award amount | Payout | | Cliff vesting | Comprises 50% of a named executive officer’s LTIP, as determined by the Compensation Committee | Settled in either cash or shares, or a combination of both, at the discretion of the Compensation Committee |

  53. Performance Share Award Programs

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

  54. PERFORMANCE SHARE AWARD TIMELINE

    PERFORMANCE SHARE AWARD TIMELINE

  55. PERFORMANCE SHARE AWARD TIMELINE

    | | FY21 | | FY22 | FY23 | | FY24 | | FY25 | | FY21 PSA | | Year 1 | Year 2 | | Year 3 | | | | | | | | | | | | | Year 3 | | FY22 PSA | | | Year 1 | | Year 2 | | Year 3 | | | | | | | | | | | Year 3 | | FY23 PSA | | | | | Year 1 | | Year 2 | Year 3 |

  56. PERFORMANCE SHARE AWARD TIMELINE

    All performance share awards have been approved by the Compensation Committee and the board of directors. Due to the Company's share price and the Compensation Committee's desire to limit shareholder dilution, no performance share awards were granted in 2020; cliff-vesting cash awards were granted to executives. These cash awards vested and were paid in 2023. For those performance share awards that were granted in 2021, the performance period is January 1, 2021 to December 31, 2023. For those performance share awards that were granted in 2022, the performance period is January 1, 2022 to December 31, 2024. For those performance share awards that were granted in 2023, the performance period is January 1, 2023 to December 31, 2025. All long-term incentive awards under the EPP are expensed in accordance with Financial Accounting Standards Board, Accounting Standards Codification, Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718—Stock Compensation”). Except in special circumstances, long-term incentive awards are made to participants in these plans annually.

  57. PERFORMANCE SHARE AWARD TIMELINE

    | 42 | |

  58. Chief Executive Officer Compensation for 2023

    Chief Executive Officer Compensation for 2023 During its evaluation of Mr. Dodson’s compensation, the Compensation Committee reviewed (i) performance against the 2023 business plan, (ii) TSR performance against a group of peer companies, (iii) pay levels and compensation trends at peer group companies and (iv) progress against the Company’s strategic plan. The following graphic provides information about equity and non-equity awards granted to Mr. Dodson in 2023. LTIP Awarded reflects the value of phantom share units and performance shares as approved by the Compensation Committee.

  59. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee engages Mercer as its independent compensation consultant. Subsequent to its initial engagement of Mercer, the Compensation Committee has reviewed and confirmed its selection of Mercer on an annual basis. Mercer’s role is to advise the Compensation Committee on matters relating to executive compensation and to help guide, develop and implement our executive compensation programs. Mercer reports directly to the Compensation Committee, and any requests management may have of Mercer throughout the course of its engagement must be approved by the Compensation Committee before any work is undertaken. Mercer has performed work for Civeo outside of the scope of its engagement by the Compensation Committee, but the Compensation Committee reviews and approves all such assignments to ensure that the independence of its compensation consultant is not compromised. The Compensation Committee conducted a review of its relationship with Mercer in 2023 and determined that Mercer’s work for the Compensation Committee did not raise any conflicts of interest or independence concerns, consistent with the guidance provided under the Dodd-Frank Act and by the SEC and NYSE. In making this determination, the Compensation Committee noted that during 2023: •Mercer did not provide any services to Civeo or management other than services requested by or with the approval of the Compensation Committee; •Mercer maintains a conflicts policy, which was provided to the Compensation Committee, with specific policies and procedures designed to ensure independence; •Fees paid to Mercer by Civeo during 2023 were less than 1% of Mercer’s total revenue; •None of the Mercer consultants working on matters with us had any business or personal relationship with Compensation Committee members (other than in connection with working on matters with us); •None of the Mercer consultants working on matters with us (or any consultants at Mercer) had any business or personal relationship with any of our executive officers; and •None of the Mercer consultants working on matters with us own our common shares. Since 2015, the Compensation Committee also annually approved the engagement of Mercer to provide benefits consulting services to Civeo. The decision to engage the consultant for these additional services was recommended by management, but approved by the Compensation Committee. During 2023, fees paid to Mercer in the form of commissions by our Canadian insurer and retirement plan fund manager totaled $47,718 and $15,777, respectively, for benefits consulting services provided to our Canadian operations. During 2023, fees paid to Mercer in the form of commissions by our U.S. insurers and retirement plan administrator totaled $115,683 and $30,651, respectively, for benefits consulting services provided to our U.S. operations. In the opinion of the Compensation Committee, the scale of these fees ($209,829 in the aggregate) does not compromise Mercer’s independence with regards to executive and director compensation advisory services it provides directly to the Compensation Committee. This independence is and will continue to be monitored on an ongoing basis. Fees paid to Mercer for compensation consulting services to the Compensation Committee totaled $164,948 in 2023.

  60. Role of Compensation Consultant

    | 44 | |

  61. Executive and Change of Control Agreements

    Executive and Change of Control Agreements Civeo maintains Executive Agreements with Messrs. Dodson and McCann and a Change of Control Agreement with Mr. Schoening. Ms. Stone was also party to a Change of Control Agreement prior to her termination of employment in March 2024. These agreements are not considered long-term employment agreements. Our U.S. executives are employed “at will” by Civeo. The agreements provide protection in the event of a qualified termination, which is defined as an (i) involuntary termination of the executive officer by Civeo other than for Cause (as defined in each agreement) or (ii) a voluntary termination by the executive for Good Reason during a specified period of time after a corporate “Change of Control” (as defined in each agreement) of Civeo. The triggering events were selected due to the executive not having complete control in either of these circumstances. Executives exercise control over their circumstances when they resign voluntarily without Good Reason or are terminated for Cause. As a result, these events do not trigger any payments. The Change of Control provisions under both types of agreements are intended to encourage continued employment by Civeo of its executive officers and minimize distractions around related uncertainties and risks created by a proposed Change of Control. Unlike “single-trigger” arrangements that pay out immediately upon a change of control, Civeo’s agreements require a “double-trigger” (i.e., a change of control along with a qualifying loss of employment). Where a qualified termination occurs during the protection period following a Change of Control, the agreements provide for a lump-sum payment to the executive based on the executive officer's base salary and target annual incentive amount in place on the date of termination. Under the terms of their Executive Agreements, Messrs. Dodson and McCann are each entitled to receive a lump-sum payment equal to two times their base salary and target annual incentive amount if a qualified termination occurs during the 18-month (or 24-month for Mr. Dodson) protection period following a Change of Control. Where a qualified termination occurs outside the protection period following a Change of Control, Messrs. Dodson and McCann will be entitled to receive a lump-sum payment equal to one year’s base salary and target annual bonus amount as well as other benefits described below. Under the terms of Mr. Schoening’s Change of Control Agreement (and Ms. Stone's agreement prior to her termination), each officer is entitled to receive a lump-sum payment equal to 2 times his or her base salary and annual incentive amount if a qualified termination occurs during the 18-month period following a Change of Control. In addition, the agreements provide that all restricted stock awards, restricted share units, performance shares, deferred shares, phantom units, options and other equity-based awards will vest immediately, that all restrictions on such awards will lapse upon a qualifying termination during the protection period following a Change of Control and that outstanding options will remain exercisable for a period of 90 days. The executive officer will also be entitled to (A) in the case of Messrs. Dodson and Schoening (and, prior to her termination Ms. Stone), health benefits until the earlier of (i) 36 months (in the case of Mr. Dodson) or 12 months (in the case of Mr. Schoening and Ms. Stone) and (ii) the date the executive began receiving comparable benefits from a subsequent employer, (B) in the case of Messrs. Dodson, and Schoening (and, prior to her termination Ms. Stone), vesting of all employer contributions to our 401(k) plan to the extent not already vested and (C) for each of Messrs. Dodson, McCann and Schoening (and, prior to her termination Ms. Stone), outplacement services equal to a maximum of 15% of the executive’s salary at the time of termination until the earliest to occur of (i) December 31 of the second calendar year following the year of termination and (ii) the date the executive accepts subsequent employment. Where a qualified termination occurs outside of the protection period following a Change of Control, (1) Mr. Dodson’s Executive Agreement provides that all restricted stock awards, restricted share units, performance shares, deferred shares, phantom units, options and other equity-based awards will vest immediately, that all restrictions on such awards will lapse and that he will be entitled to health benefits until the earlier of (x) 24 months and (y) the date the Mr. Dodson began receiving comparable benefits from a subsequent employer and (2) Mr. McCann’s Executive Agreement provides for the full vesting of all restricted stock awards, restricted share units, performance shares, deferred shares, phantom units, options and other equity-based awards to the extent that such equity-based award would have vested over the year following his termination in accordance with their terms. The executive agreement entered into with Mr. Dodson in 2006 while employed by Oil States International Inc. entitled Mr. Dodson to be made whole for any excise taxes incurred with respect to severance payments that were in excess of the limits set forth under the Internal Revenue Code. No excise tax gross-up protection is available to any other named executive officer. See “Potential Payments Under Termination or Change of Control” in this proxy statement for additional disclosures of severance and Change of Control payments for NEOs. Civeo’s Executive Agreements have a term of three years, Mr. Schoening's Change of Control Agreement has a term of two years and each of the agreements are extended automatically for one additional day on a daily basis, unless notice of non-extension is served by the board of directors. Where notice is served, the agreement will terminate on the third anniversary, or the second anniversary in the case of Mr. Schoening of the date notice was given. To receive benefits under the Executive Agreement or Change of Control Agreement, the executive officer is required to execute a release of all claims against Civeo. With respect to outstanding performance share awards, in the event a Change of Control of Civeo occurs prior to the end of a performance period, the payout percentage will be determined by the Compensation Committee as if the date of the change of control were the last day of the performance period. In determining the payout percentage, the performance multiplier to be applied will be the percentile performance which is attained through the date of Change of Control. Payout of performance share awards will be made following the completion of the performance period subject to the participant’s continued employment through the end of the performance period. Should, however, the participant’s employment be terminated (1) by Civeo without Cause or by the participant for Good Reason (as defined in the Performance Share Award Program) or (2) as a result of the participant’s death or disability, in either case following a Change of Control and prior to the payout of performance share

  62. Executive and Change of Control Agreements

    | 2023 Proxy Statement | 45 |

  63. Executive and Change of Control Agreements

    awards, then the participant is entitled to payout of the performance share award under terms provided within the Performance Share Award Program. In addition, on July 26, 2022, Civeo entered into a retention commitment agreement with Mr. Schoening, which was amended in October 2023 (as amended “Retention Agreement”). The Retention Agreement provides that in the event that Mr. Schoening’s employment with the Company is terminated without Cause (as defined in his Change of Control Agreement) at any time prior to December 31, 2024 (the “Retention Date”), then, subject to his execution and non-revocation of a release of claims in favor of the Company, Mr. Schoening will receive: (1) a cash lump sum equal to the amount of Mr. Schoening’s base salary that he would have received over the period commencing on his termination date and ending on the Retention Date, (2) a cash lump sum equal to Mr. Schoening’s target bonus for each annual bonus period ending prior to the Retention Date (3) accelerated vesting of all outstanding equity awards (except that any performance-based equity awards will continue to vest based on actual performance and remain outstanding for the applicable performance period), and (4) continued medical and dental benefits at coverage levels that are at least equal to those provided to Mr. Schoening and his dependents immediately prior to Mr. Schoening’s termination of employment until the Retention Date. The Agreement also provides that if Mr. Schoening’s employment with the Company terminates following the Retention Date, he may elect to enter into a consulting relationship with the Company to provide part-time advisory and support services. During any such consulting period Mr. Schoening’s then outstanding equity awards will continue to vest in accordance with their terms. If Mr. Schoening’s consulting relationship is terminated without Cause, all of Mr. Schoening’s then unvested equity awards will immediately accelerate in full. In the event that Mr. Schoening’s employment is terminated in connection with a Change in Control of the Company at any time prior to the Retention Date, the Change of Control Agreement will supersede the Agreement and Mr. Schoening will only be entitled to any payments and benefits due to him under the Change of Control Agreement. Mr. Schoening announced his intention to retire from the Company effective December 31, 2024. For additional information on non-change of control severance payments available under the Executive Agreements as well as additional information on these benefits, see the section entitled “Potential Payments Upon Termination or Change of Control” below.

  64. Carolyn Stone Separation

    Carolyn Stone Separation As previously announced, the Company terminated Ms. Stone’s employment without cause effective March 4, 2024. In connection with her termination of employment, Ms. Stone and the Company entered into a Separation, Waiver and Release Agreement (the “Stone Separation Agreement”) pursuant to which she will receive: (i) a lump sum cash severance payment of $690,467.32; (ii) reimbursement of the difference between (a) the amount paid by Ms. Stone for continued medical and dental coverage for herself and her dependents under COBRA, for up to 12 months following the Separation Date; and (b) the contribution amounts paid by active employees for such medical and dental coverage, with such reimbursements to be provided to Ms. Stone by the Company in two lump sum payments within 30 days following September 4, 2024 and March 4, 2025; (iii) outplacement services at an aggregate cost not to exceed $20,000; and (iv) a supplemental lump sum cash payment of $423,650, in recognition of the value of certain outstanding phantom share units and performance share awards that were forfeited upon her termination. The Separation Agreement also includes a general release of claims in favor of the Company and confidentiality, non-solicitation and non-disparagement covenants. Ms. Stone forfeited all outstanding, unvested equity awards upon her termination.

  65. Equity Awards Pricing

    Equity Awards Pricing Civeo’s practice is to price awards at not less than the closing price on the date of grant.

  66. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information regarding the compensation of our NEOs for the fiscal years shown below.

  67. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | | Bonus ($)(4) | | Stock Awards ($)(5) | | Non-Equity Incentive Plan Compensation ($)(6) | | All Other Compensation ($)(7) | | Total ($) | | | Bradley J. Dodson President and Chief Executive Officer | 2023 | $ | 750,000 | $ | 1,256,251 | $ | 2,811,698 | $ | 1,474,995 | $ | 18,918 | $ | 6,311,862 | | | 2022 | | 750,000 | | — | | 2,839,301 | | 1,110,600 | | 17,884 | | 4,717,785 | | | 2021 | | 744,808 | | — | | 2,960,437 | | 1,336,323 | | 17,123 | | 5,058,691 | | Peter L. McCann (1) Senior Vice President, Australia | 2023 | $ | 299,070 | $ | 178,133 | $ | 437,718 | $ | 358,060 | $ | 18,210 | $ | 1,291,191 | | | 2022 | | 312,615 | | — | | 501,764 | | 294,601 | | 16,972 | | 1,125,952 | | | 2021 | | 336,097 | | — | | 523,179 | | 239,920 | | 17,053 | | 1,116,249 | | Allan D. Schoening (2) Senior Vice President, Canada | 2023 | $ | 377,961 | $ | 268,079 | $ | 637,030 | $ | 522,795 | $ | 42,054 | $ | 1,847,920 | | | 2022 | | 392,139 | | — | | 685,239 | | 480,480 | | 43,508 | | 1,601,366 | | | 2021 | | 402,275 | | — | | 714,485 | | 496,049 | | 36,500 | | 1,649,309 | | Carolyn J. Stone (3) Former Senior Vice President, Chief Financial Officer and Treasurer | 2023 | $ | 425,000 | $ | 255,000 | $ | 808,543 | $ | 585,081 | $ | 18,902 | $ | 2,092,526 | | | 2022 | | 416,173 | | — | | 816,477 | | 461,388 | | 17,521 | | 1,711,559 | | | 2021 | | 372,308 | | — | | 671,624 | | 434,193 | | 15,872 | | 1,493,997 |

  68. Summary Compensation Table

    (1)Compensation reported for Mr. McCann, other than share awards, was made in Australian dollars and is reflected in this table in U.S. dollars using the average exchange rate for each year. The U.S. dollar to Australian dollar average exchange rate for 2023, 2022, and 2021 was $0.6646, $0.6947, and $0.7517 respectively. (2)Compensation reported for Mr. Schoening, other than share awards, was made in Canadian dollars and is reflected in this table in U.S. dollars using the average exchange rate for each year. The U.S. dollar to Canadian dollar average exchange rate for 2023, 2022 and 2021 was $0.7411, $0.7689 and $0.7979 respectively. (3)As previously announced, Ms. Stone’s employment was terminated without cause on March 4, 2024, and she was succeeded by Barclay Brewer, the Company’s Vice President and Controller, who was appointed as Interim Chief Financial Officer. (4)The amounts shown in this column reflect a one-time cash payment made to each of the NEOs in 2023 in settlement of time-vested cash bonus awards granted in 2020 in lieu of performance shares. Performance shares were not granted in 2020 given the number of shares then available under the EPP, the Company's stock price at the time and feedback from the Company’s largest investors regarding potential dilution. Pursuant to SEC rules, these 2020 awards are required to be shown as compensation for the year earned and paid, whereas the full grant date fair value of performance shares is typically reported as compensation in the year of grant. (5)This column represents the dollar amounts, for the years shown, of the aggregate grant date fair value of performance shares and phantom share units, as applicable, granted in those years computed in accordance with FASB ASC Topic 718—Stock Compensation. Generally, the aggregate grant date fair value is the aggregate amount that Civeo expects to expense in its financial statements over the award’s vesting schedule and, for performance share awards, is based on the probable outcome of the applicable performance conditions, and does not necessarily correspond to the actual value that will be recognized by the NEOs. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts reflect Civeo’s future accounting expense for these awards and options, and do not necessarily correspond to the actual value that will be recognized by the NEOs. See Note 19 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for additional detail regarding assumptions underlying the value of these awards. If the maximum performance level were achieved for the performance shares included in this column, the following amounts, including phantom share units, would have been included for Messrs. Dodson, McCann, Schoening and Ms. Stone, respectively in 2023, $3,768,756, $586,721, $853,875 and $1,083,769. (6)Amounts for “Non-Equity Incentive Plan Compensation” were earned for the applicable fiscal year pursuant to Civeo’s AICP and were paid to each of the NEOs in 2024, 2023 and 2022, respectively. For a description of Civeo’s AICP, see “Compensation Discussion and Analysis—Compensation Program Components—Annual Incentive Compensation Plan.” Ms. Stone's amount for 2022 also includes a project bonus of $30,000. (7) The amounts shown in the “All Other Compensation” column reflect the following for each NEO for 2023:

  69. Summary Compensation Table

    | 48 | |

  70. Summary Compensation Table

    | Name | Year | Retirement Plan Match ($)(a) | | Non-Registered Savings Plan Match ($)(a) | | Life Insurance Benefits ($)(b) | | Total ($) | | | Bradley J. Dodson | 2023 | $ | 16,500 | $ | — | $ | 2,418 | $ | 18,918 | | Peter L. McCann | 2023 | $ | 18,210 | $ | — | $ | — | $ | 18,210 | | Allan D. Schoening | 2023 | $ | 11,695 | $ | 30,359 | $ | — | $ | 42,054 | | Carolyn J. Stone | 2023 | $ | 16,500 | $ | — | $ | 2,402 | $ | 18,902 |

  71. Summary Compensation Table

    (a)Represents the matching contributions allocated by Civeo, as applicable, to Messrs. Dodson, Schoening and Ms. Stone pursuant to the 401(k) Retirement Plan and Canadian Retirement Plan, as more fully described in “Compensation Discussion and Analysis Compensation Program Components—Retirement Plans” and “—Deferred Compensation Plan,” included herein. For Mr. McCann, represents a contribution to his Australian Superannuation fund as required by Australian law. For Mr. Schoening, such amount also reflects additional contributions made to our Canadian Non-Registered Savings Plan in excess of contribution limits applicable to the Canadian Retirement Plan under the Canadian Tax Act. (b)The amounts shown in the “Other” column for Mr. Dodson include $2,418 in imputed income attributable to life insurance benefits. The amounts shown in the “Other" column for Ms. Stone include $2,402 in imputed income attributable to life insurance benefits.

  72. Grants of Plan Based Awards for 2023

    Grants of Plan Based Awards for 2023 The following table provides information about equity and non-equity awards granted to our NEOs in 2023.

  73. Grants of Plan Based Awards for 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | Name | Award Type | Grant Date | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | | | | | Bradley J. | AICP | | $ | — | $ | 750,000 | $ | 1,500,000 | | | | | | | | Dodson | Performance Shares | 2/23/2023 | | | | | | | 10,115 | 40,459 | 80,918 | | $ | 1,555,446 | | | Phantom Units | 2/23/2023 | | | | | | | | | | 40,459 | $ | 1,256,252 | | Peter L. | AICP | | $ | — | $ | 209,349 | $ | 418,698 | | | | | | | | McCann(5) | Performance Shares | 2/23/2023 | | | | | | | 1,575 | 6,299 | 12,598 | | $ | 242,165 | | | Phantom Units | 2/23/2023 | | | | | | | | | | 6,298 | $ | 195,553 | | Allan D. | AICP | | $ | — | $ | 264,573 | $ | 529,145 | | | | | | | | Schoening(6) | Performance Shares | 2/23/2023 | | | | | | | 2,292 | 9,167 | 18,334 | | $ | 352,425 | | | Phantom Units | 2/23/2023 | | | | | | | | | | 9,166 | $ | 284,604 | | Carolyn J. | AICP | | $ | — | $ | 297,500 | $ | 595,000 | | | | | | | | Stone | Performance Shares | 2/23/2023 | | | | | | | 2,909 | 11,635 | 23,270 | | $ | 447,308 | | | Phantom Units | 2/23/2023 | | | | | | | | | | 11,634 | $ | 361,236 |

  74. Grants of Plan Based Awards for 2023

    (1)The amounts shown in the columns “Threshold”, “Target” and “Maximum” reflect the threshold, target and maximum levels of bonus payable under the AICP (see discussion in “Compensation Discussion and Analysis—Compensation Program Components—Annual Incentive Compensation Plan”), which is based on an executive’s base salary paid during the year multiplied by the executive’s applicable bonus percentage for that level. The base salary used in this table is the base salary in effect as of December 31, 2023; however, actual awards are calculated based on a participant’s eligible AICP earnings paid in the year. Performance results at or below the threshold level percentage of performance targets established under the AICP will result in no payments being made under the AICP. (2)The amounts shown in the “Threshold”, “Target” and “Maximum” columns reflect the potential number of shares that may be earned under 2023 grants under our Performance Share Award Program based on our relative TSR and cumulative operating cash flow over the applicable three-year performance period (see discussion in “Compensation Discussion and Analysis - Compensation Program Components-Performance Share Award Programs”). Earned shares will vest in full on the third anniversary of the grant date. (3)Amounts included in the “All Other Stock Awards” column reflect phantom unit awards that vest annually at a rate of one-third per year on each of the first three anniversaries of the grant date. (4)This column shows the full grant date fair value of performance share awards (at target performance, which was the probable outcome of the performance conditions as of the grant date) and phantom unit awards computed under FASB ASC Topic 718—Stock Compensation and granted to the NEOs during 2023. Generally, the full grant date fair value is the amount that Civeo would expense in its financial statements over the vesting schedule of the awards. See Note 19 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2023 for additional detail regarding assumptions underlying the value of these awards. (5)Mr. McCann’s AICP award amounts were paid in Australian dollars and are reflected in this table in U.S. dollars using an average exchange rate for 2023 of $0.6646 U.S. dollar per Australian dollar.

  75. Grants of Plan Based Awards for 2023

    | 2023 Proxy Statement | 49 |

  76. Grants of Plan Based Awards for 2023

    (6)Mr. Schoening’s AICP award amounts were paid in Canadian dollars and are reflected in this table in U.S. dollars using an average exchange rate for 2023 of $0.7411 U.S. dollar per Canadian dollar.

  77. Grants of Plan Based Awards for 2023

    | 50 | |

  78. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table provides information on the holdings of share awards by our NEOs as of December 31, 2023. The NEOs do not have any outstanding options, and Civeo has not issued any options since we spun off from Oil States International in 2014 and became a publicly traded company. The market value of the share awards is based on the closing market price of Civeo’s common shares as of December 29, 2023, the last trading day of 2023, which was $22.85.

  79. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Stock Awards | | | | | | | Name | 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 | 21,149(1) | $ | 483,255 | | | | | | 38,120(3) | $ | 871,042 | | | | | | 40,459(5) | $ | 924,488 | | | | | | | | | 63,447(2) | $ | 1,449,764 | | | | | | 57,181(4) | $ | 1,306,586 | | | | | | 40,459(6) | $ | 924,488 | | Peter L. McCann | 3,738(1) | $ | 85,413 | | | | | | 6,737(3) | $ | 153,940 | | | | | | 6,298(5) | $ | 143,909 | | | | | | | | | 11,213(2) | $ | 256,217 | | | | | | 10,105(4) | $ | 230,899 | | | | | | 6,299(6) | $ | 143,932 | | Allan D. Schoening | 5,104(1) | $ | 116,626 | | | | | | 9,200(3) | $ | 210,220 | | | | | | 9,166(5) | $ | 209,443 | | | | | | | | | 15,313(2) | $ | 349,902 | | | | | | 13,800(4) | $ | 315,330 | | | | | | 9,167(6) | $ | 209,466 | | Carolyn J. Stone | 4,798(1) | $ | 109,634 | | | | | | 10,962(3) | $ | 250,482 | | | | | | 11,634(5) | $ | 265,837 | | | | | | | | | 14,394(2) | $ | 328,903 | | | | | | 16,443(4) | $ | 375,723 | | | | | | 11,635(6) | $ | 265,860 |

  80. Outstanding Equity Awards at 2023 Fiscal Year End

    (1)Phantom share units award of February 22, 2021 that vests at the rate of 33.33% per year, with vesting dates of February 22, 2022, February 22, 2023 and February 22, 2024. (2)Performance share award of February 22, 2021 that vests on February 22, 2024, which is reported assuming target level achievement of the relative TSR performance metric and the cumulative free cash flow performance hurdle. (3)Phantom share units award of February 25, 2022 that vests at the rate of 33.33% per year, with vesting dates of February 25, 2023, February 25, 2024 and February 25, 2025. (4)Performance share award of February 25, 2022 that vests on February 25, 2025, which is reported assuming target level achievement of the relative TSR performance metric and the cumulative operating cash flow performance hurdle. (5)Phantom share units award of February 23, 2023 that vests at the rate of 33.33% per year, with vesting dates of February 23, 2024, February 23, 2025 and February 23, 2026. (6)Performance share award of February 23, 2023 that vests on February 23, 2026, which is reported assuming target level achievement of the relative TSR performance metric and the cumulative operating cash flow performance hurdle.

  81. Outstanding Equity Awards at 2023 Fiscal Year End

    | 2023 Proxy Statement | 51 |

  82. Stock Vested

    Stock Vested The following table provides information for our NEOs for the period from January 1, 2023 to December 31, 2023 regarding the number of our common shares acquired upon the vesting of stock awards and the value realized, each before payment of any applicable withholding tax. No NEOs have any options outstanding or have exercised any options in the fiscal year. Reported values for the stock awards were calculated based on the number of stock awards vesting multiplied by the closing share price on the date of vesting.

  83. Stock Vested

    | | Stock Awards | | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | | Bradley J. Dodson | 66,646 | $ | 2,084,413 | | Peter L. McCann | 10,854 | $ | 339,788 | | Allan D. Schoening | 15,346 | $ | 480,215 | | Carolyn J. Stone | 15,646 | $ | 489,161 |

  84. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation Civeo maintains a non-qualified defined contribution style of plan in Canada in which Mr. Schoening is a participant. The investment alternatives available under such Canadian non-qualified deferred compensation plan during 2023 were the same mutual funds available to all employees under the Canadian non-qualified deferred compensation plan. Selection of these funds are at the discretion of the executive. Payout terms, withdrawals and other distributions are made at the discretion of the executive subject to corresponding plan terms and conditions. Detailed below is 2023 activity in the Canadian non-qualified Deferred Compensation Plan for Mr. Schoening. All amounts listed below for Mr. Schoening have been converted to U.S. dollars using an exchange rate of $0.7411. Messrs. Dodson and McCann and Ms. Stone did not participate in this plan or any other non-qualified deferred compensation plan during 2023.

  85. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | | Registrant Contribution in Last Fiscal Year ($)(2) | | Aggregate Earnings (Loss) in Last Fiscal Year ($)(3) | | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance At Last Fiscal Year End ($)(4) | | | Allan D. Schoening | $ | 39,245 | $ | 30,359 | $ | 58,270 | — | $ | 474,623 |

  86. Non-Qualified Deferred Compensation

    (1)All contribution amounts for the last fiscal year reported in this table are also included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table for 2023. (2)The $30,359 reported for Mr. Schoening in this column is also included in the “All Other Compensation” column of the Summary Compensation Table for 2023. (3)This column represents net unrealized appreciation, loss, dividends and distributions for Mr. Schoening for mutual fund investments for 2023 associated with investments held in the Canadian non-qualified deferred compensation plan and is not reported in the Summary Compensation Table as such amount is not above-market. (4)$270,901 of the aggregate balance was reported for Mr. Schoening previously as compensation in our “Summary Compensation Table” in prior years’ proxy statements.

  87. Non-Qualified Deferred Compensation

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  88. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The table below reflects the amount of compensation that would have been payable to Messrs. Dodson, Schoening, McCann and Ms. Stone in the event of a qualified termination on December 31, 2023, 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 have been payable to Messrs. Dodson and McCann in the event of a qualified termination not in connection with a “Change of Control” (as defined in their Executive Agreements) and to Mr. Schoening in the event of a termination without Cause not in connection with a Change of Control pursuant to his Retention Agreement. Mr. Schoening’s (and, prior to her termination, Ms. Stone’s) Change of Control Agreements do not provide for any severance benefits on a termination not in connection with a Change of Control. The scope and terms of compensation due to each named executive officer upon non-change of control voluntary terminations, early retirement, retirement, for Cause termination and in the event of disability or death of the executive are the same as for all salaried employees. The amounts shown in the table assume that such qualified termination was effective as of December 31, 2023 and, therefore, include compensation earned through such time and are estimates of the amounts which would be paid out to the executives upon their terminations. The actual amounts to be paid can only be determined at the time of such executive’s separation from Civeo. For a discussion of the terms of the Executive and Change of Control Agreements and Mr. Schoening's Retention Agreement, see “Compensation Discussion and Analysis—Executive and Change of Control Agreements.” For purposes of the Executive Agreements and the Retention Agreement, Cause generally includes conviction of or guilty plea to a felony, dishonesty or breach of trust, commission of any act of theft, embezzlement or fraud regardless of criminal conviction, continued failure to devote substantially all of the executive’s business time to our affairs or unauthorized disclosure of our confidential information. Good Reason includes material reduction in the executive’s authorities, duties or responsibilities, material reduction in the executive’s compensation and benefits, failure of a successor to assume the agreement or a relocation of the executive’s principal place of employment more than 50 miles from its previous location. “Change of Control” includes (i) any person acquiring beneficial ownership of 35% or more of the combined voting power of our capital stock, (ii) turnover of a majority of the board of directors unless such turnover is approved by incumbent directors, (iii) any merger unless our shareholders own at least 50% of the combined voting power of the surviving parent company’s capital stock following the merger, (iv) shareholder approval of a complete liquidation or (v) sale of all or substantially all of our assets. As previously disclosed, the Company terminated Ms. Stone’s employment without Cause on March 4, 2024. In connection with such termination, Ms. Stone and the Company entered into the Stone Separation Agreement, under which she will receive the payments and benefits set forth above under “Compensation Discussion and Analysis—Executive and Change of Control Agreements—Carolyn Stone Separation.”

  89. Pay Ratio Disclosure

    Pay Ratio Disclosure The 2023 annual total compensation of our median compensated employee was $54,231. Mr. Dodson’s 2023 annual total compensation was $6,311,862 and the ratio of these two amounts was 116:1. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. We identified the median-compensated employee from our employee population as of December 31, 2023 using base salary or wages and overtime paid during fiscal 2023, which we annualized for any permanent employee who was not employed for the entire year.

  90. Pay Ratio Disclosure

    | 2023 Proxy Statement | 55 |

  91. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure

  92. Pay Versus Performance Table

    Pay Versus Performance Table As discussed in the Compensation Discussion and Analysis above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs' realized compensation to the achievement of our financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for each of 2020 through 2023.

  93. Pay Versus Performance Table

    | | Summary Compensation Table Total for Mr. Dodson | | Compensation Actually Paid to Mr. Dodson (1) | | Average Summary Compensation Table Total for other NEOs | | Average Compensation Actually Paid to other NEOs (1) | | Value of Initial Fixed $100 Investment Based On: | | | | Financial Performance Measures ($'s in thousands): | | | | | Year | | | | | | | | | Total Shareholder Return (2) | | Peer Group(3) Total Shareholder Return | | Net income | | Adjusted EBITDA (4) | | | 2023 | $ | 6,311,862 | $ | 2,111,457 | $ | 1,743,879 | $ | 799,567 | $ | 151 | $ | 115 | $ | 30,157 | $ | 102,034 | | 2022 | $ | 4,717,785 | $ | 7,588,418 | $ | 1,479,626 | $ | 2,103,054 | $ | 201 | $ | 113 | $ | 3,997 | $ | 112,769 | | 2021 | $ | 5,058,691 | $ | 5,758,550 | $ | 1,419,852 | $ | 1,553,294 | $ | 124 | $ | 70 | $ | 1,350 | $ | 109,140 | | 2020 | $ | 2,970,075 | $ | 3,119,918 | $ | 902,522 | $ | 948,035 | $ | 90 | $ | 58 | $ | (134,250) | $ | 108,142 |

  94. Pay Versus Performance Table

    (1)Amounts represent compensation “actually paid” to our Principal Executive Officer ("PEO"), Mr. Dodson, and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described for 2023 below), which includes the individuals indicated in the table below for each fiscal year:

  95. Pay Versus Performance Table

    | Year | PEO | other NEOs | | 2023 | Bradley J. Dodson | Carolyn J. Stone, Peter L. McCann and Allan D. Schoening | | 2022 | Bradley J. Dodson | Carolyn J. Stone, Peter L. McCann and Allan D. Schoening | | 2021 | Bradley J. Dodson | Carolyn J. Stone, Peter L. McCann and Allan D. Schoening | | 2020 | Bradley J. Dodson | Carolyn J. Stone, Peter L. McCann and Allan D. Schoening |

  96. Pay Versus Performance Table

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as set forth in the table below, in accordance with SEC rules. The dollar amounts shown do not reflect the value of compensation actually received by our NEOs during the applicable year. Instead, the dollar amounts include the values (or changes in value) of unvested and vested equity awards during the applicable year based on year-end share prices, vesting date share prices, various accounting valuation assumptions and projected performance related to our performance-based shares. "Compensation actually paid", determined in accordance with SEC rules, will generally fluctuate due to share price achievement and varying levels of projected and actual achievement of performance goals applicable to our performance-based shares. For a discussion of how our Compensation Committee assesses performance and our NEOs' pay each year, please see the Compensation Discussion and Analysis in the annual proxy statement for each of 2021 through 2024.

  97. Pay Versus Performance Table

    | | | | (minus) | | plus / (minus) | | plus / (minus) | | plus / (minus) | | equals | | | Year | Summary Compensation Table Total | | Grant Date Fair Value of Stock Awards Granted in Fiscal Year Reported in Summary Compensation Table | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | | Change in Fair Value from Prior Fiscal Year-End to Current Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | | Change in Fair Value from Prior Fiscal Year-End to Vesting Date of Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year | | Compensation Actually Paid | | | Mr. Dodson | | | | | | | | | | | | | | 2023 | $ | 6,311,862 | $ | (2,811,698) | $ | 1,576,080 | $ | (2,976,510) | $ | 11,723 | $ | 2,111,457 | | Average of other NEOs | | | | | | | | | | | | | | 2023 | $ | 1,743,879 | $ | (627,764) | $ | 351,884 | $ | (671,016) | $ | 2,584 | $ | 799,567 |

  98. Pay Versus Performance Table

    | 56 | |

  99. Pay Versus Performance Table

    Adjustments for stock options are not included as the NEOs do not have any outstanding options, and Civeo has not issued any options since it became an independent, publicly traded company in 2014. Adjustments for pension plans are not included as the Company does not offer a pension plan for which the NEOs are eligible. (2)TSR represents cumulative TSR on an initial base investment of $100 for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2020, 2021, 2022 and 2023. (3)For each relevant fiscal year, represents the cumulative TSR (the "Peer Group TSR") of the PHLX Oil Service Sector Index. (4)Adjusted EBITDA is a non-GAAP measure. Please see Appendix B for further information including a reconciliation of Adjusted EBITDA to the most comparable GAAP measure.

  100. DIRECTORS

    DIRECTORS 13.1First Directors; Number of Directors. The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at: a.if the Company is a public company, the greater of three and the most recently set of: i.the number of directors as determined by the Board; and ii.the number of directors set under Article 14.5; b.if the Company is not a public company, the most recently set of: i.the number of directors as determined by the Board; and ii.the number of directors set under Article 14.5. 13.2Change in Number of Directors. If the number of directors is changed pursuant to Article 13.1, the majority of the directors during a directors' meeting or if by written resolution, by unanimous written consent of the directors may appoint a director or directors, as the case may be, to accommodate any vacancies in the Board of directors resulting from the change in the number of directors set by the shareholders. 13.3Directors' Acts Valid Despite Vacancy. An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office. 13.4Remuneration of Directors. The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director. 13.5Reimbursement of Expenses of Directors. The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company. 13.6Special Remuneration for Directors. If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive. 13.7Gratuity, Pension or Allowance on Retirement of Director. Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.