DEF 14A of Civeo Corp, Apr 11, 2025

DEF 14A of Civeo Corp

Filed Apr 11, 2025 · FY20240001590584-25-000069

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

  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 - Director Nominees

    Director Biographies - Director Nominees

  6. Director Biographies - Director Nominees

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

  7. Director Biographies - Director Nominees

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

  8. Director Biographies - Director Nominees

    | 10 | |

  9. Director Biographies - Director Nominees

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

  10. Continuing Directors - Terms Expires in 2026

    Continuing Directors - Terms Expires in 2026

  11. Continuing Directors - Terms Expires in 2026

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

  12. Continuing Directors - Terms Expires in 2026

    | 2025 Proxy Statement | 11 |

  13. Continuing Directors - Terms Expires in 2026

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

  14. Continuing Directors - Terms Expires in 2026

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

  15. Continuing Directors - Terms Expires in 2026

    | 12 | |

  16. Continuing Directors - Terms Expires in 2027

    Continuing Directors - Terms Expires in 2027

  17. Continuing Directors - Terms Expires in 2027

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

  18. Continuing Directors - Terms Expires in 2027

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

  19. Continuing Directors - Terms Expires in 2027

    | 2025 Proxy Statement | 13 |

  20. Continuing Directors - Terms Expires in 2027

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

  21. Continuing Directors - Terms Expires in 2027

    | 14 | |

  22. Director Compensation

    Director Compensation

  23. Process

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

  24. 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. |

  25. 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, 2024:

  26. Director Compensation Table

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

  27. Director Compensation Table

    (1)The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of restricted share awards granted in 2024 calculated in accordance with Financial Accounting Standards Boards, Accounting Standards Codification, Topic 718, ("FASB ASC Topic 718—Stock Compensation"). See Note 18 to the notes to Civeo's consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for information regarding the assumptions relied upon for this calculation. Pursuant to SEC rules, 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 $42,496 in restricted shares as part of his fees as Chair of the Board, which will vest at the annual shareholder's meeting. As of December 31, 2024, the aggregate number of unvested restricted shares held by each of the non-employee directors were as follows:

  28. Director Compensation Table

    | Name | Stock Awards | | Name | Stock Awards | | | Richard A. Navarre | | 6,768 | Michael Montelongo | | 5,051* | | C. Ronald Blankenship | | 5,051 | Constance B. Moore | | 5,051 | | Jay K. Grewal | | 5,051* | Charles Szalkowski | | 5,051 | | Martin A. Lambert | | 5,051* | Timothy O. Wall | | 5,051 |

  29. Director Compensation Table

    *Deferred shares to be settled upon separation from service.

  30. 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 objectives of Civeo’s AICP are 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. |

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

    Our Variable Compensation Performance Metrics and Their Relation to Our Strategy

  32. 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 longer-term 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 continued to be, with AICP adjustments, selected as an appropriate financial metric for 2024. | | 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. | | Three-year growth in EBITDA | Commencing with 2024 LTIP awards, Civeo added three-year growth in EBITDA over the performance period relative to a preset 2026 EBITDA target in an effort to drive sustainable earnings growth. | | Consolidated cash flows provided by operating activities | The Company has included consolidated cash flows provided by operating activities as a performance metric, under the LTIP for grants from 2021 to 2023, and as the Company's continued focus on generating cash flow. |

  33. 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 A 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 2024 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 2024 were consistent with past practices. |

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

    | 2025 Proxy Statement | 33 |

  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, at least 50% of which are generally performance-based for NEOs and provide at-risk compensation tied directly to financial and share price performance Apply 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. In addition, 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 share ownership policy which, in addition to minimum NEO share ownership requirements, 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 Pay dividends on unvested awards | |

  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 design compensation that 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, as determined in the discretion of the Compensation Committee, compensation above or below median levels of our peer group may be warranted.

  38. Peer Group and Benchmarking

    Peer Group and Benchmarking The Compensation Committee engages Mercer as its independent compensation consultant, who provides the Committee with data on a peer group of companies with similar customers, operations and activity drivers to Civeo to benchmark executive compensation. The peer group includes companies in the oil and gas, mining, other natural resource industries and similar, diversified support services companies. These peers typically will be exposed to the cyclical nature of the natural resources market that impacts Civeo’s business and financial results. The primary review and selection criteria for the peer group includes a number of factors including, but not limited to: revenue, market capitalization, business/operational characteristics and geographic footprint. Most notably, the majority of the peer group falls within .5x to 2x Civeo's 2024 revenue of $682M positioning Civeo at 92% of the peer group median $742M. Each year, Mercer reviews Civeo’s peer group of companies used for benchmarking purposes to assess the ongoing competitiveness and suitability of Civeo’s compensation programs and practices. Following the review in late 2024, Mercer recommended that the current peer group remain unchanged, as the screening process did not identify any existing peers that should be added or removed. The Compensation Committee approved the recommendation to keep the current peer group and used the following peer group for compensation evaluation purposes for 2025.

  39. Peer Group and Benchmarking

    | Badger Infrastructure Solutions Ltd. Black Diamond Group Limited Dexterra Group Inc. Enerflex Ltd. Forum Energy Technologies, Inc. Matrix Service Company | McGrath RentCorp NPK International Inc. (formerly 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. |

  40. Annual Incentive Compensation Plan

    Annual Incentive Compensation Plan

  41. Annual Incentive Compensation Plan

    | 2025 Proxy Statement | 37 |

  42. 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.

  43. Annual Incentive Compensation Plan

    | Name | Target AICP (% of base salary) | | Bradley J. Dodson | 100% | | E. Collin Gerry | 60% | | Andrew S. Fraser | 70% | | Peter L. McCann | 70% | | Barclay H. Brewer | 60% | | Allan D. Schoening | 70% | | Carolyn J. Stone (1) | 70% |

  44. Annual Incentive Compensation Plan

    (1) Ms. Stone's termination resulted in a forfeiture of her 2024 AICP opportunity. For 2024, 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 of financial performance objectives is measured against the greater of (1) 120% of the current year's budgeted EBITDA or (2) the prior year's actual AICP EBITDA performance. Overachievement of safety objectives is earned when safety performance results are above 100% of budgeted safety, 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. THRESHOLD AICP, TARGET AICP AND MAXIMUM AICP AWARD OPPORTUNITIES

    | Threshold | Target | Maximum | | 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 of financial objectives is the greater of 120% of target or last year's financial objective. The maximum being 120%, which would result in a payout capped at 200% of target |

  46. THRESHOLD AICP, TARGET AICP AND MAXIMUM AICP AWARD OPPORTUNITIES

    | | | Business Performance | | | | Total AICP Payout | | | | Name | Position | Financial | | Safety | | $ | | % of Target | | Bradley J. Dodson | President and Chief Executive Officer | $ | 258,000 | $ | 300,000 | $ | 558,000 | 74% | | E. Collin Gerry | Senior Vice President, Chief Financial Officer and Treasurer | $ | 47,177 | $ | 72,191 | $ | 119,368 | 58% | | Andrew S. Fraser | Senior Vice President, Canada | $ | 16,341 | $ | 35,532 | $ | 51,874 | 55% | | Peter L. McCann | Senior Vice President, Australia | $ | 181,293 | $ | 87,765 | $ | 269,058 | 123% | | Barclay H. Brewer | Vice President, Chief Accounting Officer | $ | 62,478 | $ | 72,649 | $ | 135,127 | 74% | | Allan D. Schoening | Former Senior Vice President, Canada | $ | 58,947 | $ | 128,176 | $ | 187,123 | 55% |

  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 two 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 2024, Messrs. Dodson, Gerry, McCann and Brewer received equity awards made up of 40% time-based phantom share units and 60% cliff-vested performance share awards. Mr. Fraser, who commence employment on August 19, 2024, and Mr. Schoening, who had announced his upcoming retirement

  48. Long-Term Incentive Plan

    | 2025 Proxy Statement | 39 |

  49. Long-Term Incentive Plan

    at the end of 2024, received time-based phantom share units only, and Ms. Stone did not receive any long-term incentive awards in 2024 in light of her termination of employment. 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 awards granted, 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 2024, 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.

  50. Long-Term Incentive Plan

    | Name | Position | Phantom Share Units (1) | Performance Share Awards at Target | Stock Price at Date of Grant ($) | | Valuation(2) | | | Bradley J. Dodson | President and Chief Executive Officer | 42,875 | 64,314 | $ | 23.44 | $ | 2,559,331 | | E. Collin Gerry | Senior Vice President, Chief Financial Officer and Treasurer | 13,256 | 7,138 | $ | 23.44 | $ | 576,235 | | | | 3,821 | — | $ | 24.34 | | | | Andrew S. Fraser | Senior Vice President, Canada | 19,971 | — | $ | 27.49 | $ | 549,003 | | Peter L. McCann | Senior Vice President, Australia | 8,350 | 12,525 | $ | 23.44 | $ | 498,428 | | Barclay H. Brewer | Vice President, Chief Accounting Officer | 5,565 | 2,998 | $ | 23.44 | $ | 282,887 | | | | 3,289 | — | $ | 24.32 | | | | Allan D. Schoening | Former Senior Vice President, Canada | 24,246 | — | $ | 23.44 | $ | 568,326 |

  51. Long-Term Incentive Plan

    (1)Messrs. Brewer and Gerry each received an additional grant of phantom share units in connection with their promotions. Mr. Fraser received a grant of phantom share units in connection with his appointment as Senior Vice President, Canada. (2)This column shows the full grant date fair value of the phantom share units and performance share awards granted to the NEOs during 2024 as computed under FASB ASC Topic 718—Stock Compensation, excluding the impact of estimated forfeitures related to service-based vesting conditions. 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 18 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for additional detail regarding assumptions underlying the value of these awards.

  52. Long-Term Incentive Plan

    | 40 | |

  53. Performance Share Award Programs

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

  54. Performance Share Award Programs

    | Performance metrics | Performance period | Participants | | –Relative TSR (compared against our defined peer group) –Three-year growth in EBITDA (2024 grants) –Cumulative cash flows provided by operating activities (2022 and 2023 grants) | Three years | All NEOs and other senior management | | Vesting | Award amount | Payout | | Cliff vesting | Generally comprises at least 50% of a named executive officer’s annual LTIP award as determined by the Compensation Committee | Settled in either cash or shares, or a combination of both, at the discretion of the Compensation Committee |

  55. Performance Share Award Programs

    Calculation of our relative TSR is conducted 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. The performance metrics for the 2022 and 2023 performance share grants were weighted 50% to cumulative cash flows provided by operating activities and 50% to relative TSR. In 2024, the Compensation Committee replaced the cumulative cash flows provided by operating activities performance metric with a three-year growth in EBITDA performance metric. The performance metrics for the 2024 performance share awards were weighted 70% to three-year growth in EBITDA and 30% 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.

  56. PERFORMANCE SHARE AWARD TIMELINE

    PERFORMANCE SHARE AWARD TIMELINE

  57. PERFORMANCE SHARE AWARD TIMELINE

    | | FY22 | | FY23 | FY24 | | FY25 | | FY26 | | FY22 PSA | | Year 1 | Year 2 | | Year 3 | | | | | | | | | | | | | Year 3 | | FY23 PSA | | | Year 1 | | Year 2 | | Year 3 | | | | | | | | | | | Year 3 | | FY24 PSA | | | | | Year 1 | | Year 2 | Year 3 |

  58. PERFORMANCE SHARE AWARD TIMELINE

    All performance share awards have been approved by the Compensation Committee and the board of directors. 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. For those performance share awards that were granted in 2024, the performance period is January 1, 2024 to December 31, 2026. 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.

  59. 2022 Performance Share Award Payouts

    2022 Performance Share Award Payouts On February 25, 2025, following the completion of the three-year performance period on December 31, 2024, the Compensation Committee certified final achievement with respect to the performance metrics for the 2022 performance share awards. For the three-year performance period, Civeo achieved cumulative cash flows provided by operating activities of $271.8 million resulting in a payout of 46.6% of target level. Civeo achieved three-year relative TSR at the 30th percentile for the performance period as compared to the 2022 peer group, resulting in a payout of 18.6% of target level. Each metric was weighted at 50%, resulting in a total payout of 65.2% of target level for these awards.

  60. 2022 Performance Share Award Payouts

    | 2025 Proxy Statement | 41 |

  61. Chief Executive Officer Compensation for 2024

    Chief Executive Officer Compensation for 2024 During its evaluation of Mr. Dodson’s compensation, the Compensation Committee reviewed (i) performance against the 2024 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 2024. LTIP Awarded reflects the value of phantom share units and performance shares as approved by the Compensation Committee.

  62. 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 Mercer as its compensation consultant is not compromised. The Compensation Committee conducted a review of its relationship with Mercer in 2024 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 2024: •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 2024 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 Mercer for these additional services was recommended by management, but approved by the Compensation Committee. During 2024, fees paid to Mercer in the form of commissions by our Canadian insurer and retirement plan fund manager totaled $32,364 and $14,438, respectively, for benefits consulting services provided to our Canadian operations. During 2024, fees paid to Mercer in the form of commissions by our U.S. insurers and retirement plan administrator totaled $79,472 and $34,419, respectively, for benefits consulting services provided to our U.S. operations. In the opinion of the Compensation Committee, the scale of these fees ($160,693 in the aggregate) does not compromise Mercer’s independence with respect 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 $115,947 in 2024.

  63. Role of Compensation Consultant

    | 2025 Proxy Statement | 43 |

  64. Executive and Change of Control Agreements

    Executive and Change of Control Agreements As of December 31, 2024, Civeo maintained Executive Agreements with Messrs. Dodson, Gerry and McCann. Neither Mr. Fraser nor Mr. Brewer were party to such an agreement as of December 31, 2024, but they have entered into similar agreements since fiscal year-end. 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 generally defined as an (i) involuntary termination of the executive officer by Civeo other than for Cause (as defined in each agreement) outside the context of a "Change of Control (as defined in each agreement) or (ii) an involuntary termination of the executive officer by Civeo other than for Cause or a voluntary termination by the executive for Good Reason during a specified period of time after a “Change of Control”. 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, Gerry and McCann are each entitled to receive a lump-sum payment equal to two times (or 1.5 times for Mr. Gerry) 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, Gerry 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. 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, and 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 Gerry, health benefits until the earlier of (i) 36 months (in the case of Mr. Dodson) or 18 months in the case of Mr. Gerry and (ii) the date the executive began receiving comparable benefits from a subsequent employer, (B) in the case of Messrs. Dodson and Gerry, vesting of all employer contributions to our 401(k) plan and any deferred compensation plans to the extent not already vested and (C) for each of Messrs. Dodson, Gerry, McCann, 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 (or the date that is 18 months after the date of termination for Mr. Gerry) 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) 36 months and (y) the date that Mr. Dodson began receiving comparable benefits from a subsequent employer and (2) Messrs. Gerry's and McCann’s Executive Agreements provide 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 and Mr. Gerry will be entitled to health benefits until the earlier of (x) 12 months following termination and (y) the date that Mr. Gerry began receiving comparable benefits from a subsequent employer. The Executive Agreement entered into with Mr. Dodson (which was entered into in 2006 while employed by Oil States International Inc.) entitles 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 generally have a term of three years and 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 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. While Messrs. Fraser and Brewer were not parties to Executive or Change in Control Agreements in fiscal 2024, Mr. Brewer entered into an agreement effective April 2, 2025 and Mr. Fraser entered into an agreement effective April 2, 2025. Mr. Fraser’s Executive Agreement formalized the terms of an offer letter entered into with him in connection with his appointment to the SVP, Canada role and is on terms similar to those of the Executive Agreements of Messrs. Dodson, Gerry and McCann, except that Mr. Fraser’s agreement does not have any specified term. Mr. Brewer’s agreement has terms similar to the Executive Agreements, except that his agreement does not provide for severance payments outside the context of a Change of Control. 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

  65. Executive and Change of Control Agreements

    | 44 | |

  66. Executive and Change of Control Agreements

    applied will be the percentile performance which is attained through the date of Change of Control. Payout of performance share awards will be made following the completion of the performance period subject to the participant’s continued employment through the end of the performance period. Should, however, the participant’s employment be terminated (1) by Civeo without Cause or by the participant for Good Reason (as defined in the Performance Share Award Program) or (2) as a result of the participant’s death or disability, in either case following a Change of Control and prior to the payout of performance share awards, then the participant is entitled to payout of the performance share award under terms provided within the Performance Share Award Program. 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 provided that if Mr. Schoening’s employment with the Company had 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 would have been eligible to receive certain payment and benefits. Mr. Schoening was not eligible to receive such payments and benefits in connection with his retirement. The Retention Agreement also contemplated his entry into a consulting relationship with the Company to provide part-time advisory and support services. Mr. Schoening, through his entity Quantev Advisors Ltd., entered into a Consulting Agreement with a subsidiary of the Company effective January 1, 2025, with a term that runs through March 2026. Pursuant to this agreement Mr. Schoening provides transitional support to Mr. Fraser and advice on certain regional strategic matters and corporate organization matters. He receives a monthly fee of CA$16,667 for up to 40 hours of service per month with any additional hours payable at CA$750 per hour. During the 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 prior to expiration of the consulting term, his then unvested equity awards will immediately accelerate in full. 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.

  67. Equity Grant Practices

    Equity Grant Practices The Compensation Committee generally approves the target value of annual equity awards for Civeo’s executive officers, including each of the NEOs, at its meeting in February of each year, with a grant date to be effective shortly after the filing of the Company's Annual Report on Form 10-K for the prior fiscal year. Additionally, awards to non-executive employees are typically presented to the Compensation committee at this same meeting and granted at the same period described above. In special circumstances, including the hiring or promotion of an individual or where the Compensation Committee determines it is in Civeo’s best interest, the Compensation Committee may approve grants to be effective at other times. The Company may change its equity grant practices in the future. Civeo did not grant any stock option awards in 2024. Civeo does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  68. Equity Grant Practices

    | 2025 Proxy Statement | 45 |

  69. 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.

  70. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | | Bonus ($) | | Stock Awards ($)(4) | | Non-Equity Incentive Plan Compensation ($)(5) | | All Other Compensation ($)(6) | | Total ($) | | | Bradley J. Dodson President and Chief Executive Officer | 2024 | | 750,000 | | | | 2,559,331 | | 558,000 | | 19,997 | $ | 3,887,328 | | | 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 | | E. Collin Gerry Senior Vice President, Chief Financial Officer and Treasurer | 2024 | | 329,721 | | — | | 576,235 | | 119,368 | | 357,157 | | 1,382,481 | | Andrew S. Fraser (2) Senior Vice President, Canada | 2024 | | 131,699 | | — | | 549,003 | | 51,874 | | 6,108 | | 738,684 | | Peter L. McCann (1) Senior Vice President, Australia | 2024 | | 313,358 | | | | 498,428 | | 269,058 | | 18,911 | | 1,099,755 | | | 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 | | Barclay H. Brewer Vice President, Chief Accounting Officer | 2024 | | 302,704 | | — | | 282,887 | | 135,127 | | 19,010 | | 739,728 | | Allan D. Schoening (2) Former Senior Vice President, Canada | 2024 | | 372,351 | | | | 568,326 | | 187,123 | | 167,473 | | 1,295,273 | | | 2023 | | 377,961 | | 268,079 | | 637,030 | | 522,795 | | 42,054 | | 1,847,919 | | | 2022 | | 392,139 | | — | | 685,239 | | 480,480 | | 43,508 | | 1,601,366 | | Carolyn J. Stone (3) Former Senior Vice President, Chief Financial Officer and Treasurer | 2024 | | 91,538 | | | | — | | — | | 1,204,669 | | 1,296,207 | | | 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 |

  71. Summary Compensation Table

    (1)Compensation reported for Mr. McCann, other than share awards, was paid 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 2024, 2023, and 2022 was $0.6597, $0.6646, and $0.6947 respectively. (2)Compensation reported for Messrs. Fraser and Schoening, other than share awards, was paid 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 2024, 2023 and 2022 was $0.7301, $0.7411 and $0.7689 respectively. (3)Ms. Stone’s employment was terminated without cause on March 4, 2024, and she was succeeded by Mr. Brewer who served as Interim Chief Financial Officer until August 1, 2024. (4)This column reflects the aggregate grant date fair value of performance shares and phantom share units, as applicable, granted in each year shown 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 do not necessarily correspond to the actual value that will be recognized by the NEOs. See Note 18 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 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, Gerry, McCann, Brewer respectively in 2024, $4,020,030, $738,353, $782,896, and $350,978. Messrs. Fraser and Schoening were not granted any performance shares in 2024, and Ms. Stone was not granted any stock awards in 2024. (5)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, as applicable, in 2025, 2024 and 2023, respectively. For a description of Civeo’s AICP, see “Compensation Discussion and Analysis—Compensation Program Components—Annual Incentive Compensation Plan.” (6) The amounts shown in the “All Other Compensation” column reflect the following for each NEO for 2024:

  72. Summary Compensation Table

    | 2025 Proxy Statement | 47 |

  73. Summary Compensation Table

    | Name | Year | Retirement Plan Match ($)(a) | | Non-Registered Savings Plan Match ($)(b) | | Life Insurance Benefits ($)(c) | | Separation Payment ($)(d) | | Vacation Payout ($)(e) | | Taxes Paid ($)(f) | | Total ($) | | | Bradley J. Dodson | 2024 | $ | 17,250 | $ | — | $ | 2,747 | $ | — | $ | — | $ | — | $ | 19,997 | | E. Collin Gerry | 2024 | $ | 18,324 | $ | — | $ | 1,510 | $ | — | $ | — | $ | 337,323 | $ | 357,157 | | Andrew S. Fraser | 2024 | $ | 6,108 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 6,108 | | Peter L. McCann | 2024 | $ | 18,911 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 18,911 | | Barclay H. Brewer | 2024 | $ | 17,319 | $ | — | $ | 1,691 | $ | — | $ | — | $ | — | $ | 19,010 | | Allan D. Schoening | 2024 | $ | 11,860 | $ | 38,371 | $ | — | $ | — | $ | 117,242 | $ | — | $ | 167,473 | | Carolyn J. Stone | 2024 | $ | 17,250 | $ | — | $ | 554 | $ | 1,170,519 | $ | 16,346 | $ | — | $ | 1,204,669 |

  74. Summary Compensation Table

    (a)Represents the matching contributions allocated by Civeo, as applicable, to Messrs. Dodson, Gerry, Fraser, Brewer and 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. (b)Represents 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. (c)Represents Company-paid premiums for life insurance benefits. (d)Represents payments and benefits in connection with Ms. Stone's termination of employment. For more information on Ms. Stone’s payments and benefits in connection with her departure, see “Agreements with Former Executives.” (e)Represents a payout for accrued and unused vacation to Mr. Schoening and Ms. Stone in connection with his retirement from the Company and her termination of employment. (f)Represents Canadian tax equalization payments made in 2024 in respect of the officer’s previous international assignment.

  75. Summary Compensation Table

    | 48 | |

  76. Grants of Plan Based Awards for 2024

    Grants of Plan Based Awards for 2024 The following table provides information about equity and non-equity awards granted to our NEOs in 2024.

  77. Grants of Plan Based Awards for 2024

    | | | | 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 | 3/2/2024 | | | | | | | 22,510 | 64,314 | 128,628 | | $ | 1,554,341 | | | Phantom Units | 3/2/2024 | | | | | | | | | | 42,875 | $ | 1,004,990 | | E. Collin | AICP | | $ | — | $ | 228,000 | $ | 456,000 | | | | | | | | Gerry | Performance Shares | 3/2/2024 | | | | | | | 2,498 | 7,138 | 14,276 | | $ | 172,511 | | | Phantom Units | 3/2/2024 | | | | | | | | | | 13,256 | $ | 310,721 | | | Phantom Units | 6/10/2024 | | | | | | | | | | 3,821 | $ | 93,003 | | Andrew S. Fraser | AICP | | $ | — | $ | 255,535 | $ | 511,070 | | | | | | | | | Phantom Units | 8/19/2024 | | | | | | | | | | 19,971 | $ | 549,003 | | Peter L. | AICP | | $ | — | $ | 230,895 | $ | 461,790 | | | | | | | | McCann(5) | Performance Shares | 3/2/2024 | | | | | | | 4,384 | 12,525 | 25,050 | | $ | 302,704 | | | Phantom Units | 3/2/2024 | | | | | | | | | | 8,350 | $ | 195,724 | | Barclay H. | AICP | | $ | — | $ | 168,000 | $ | 336,000 | | | | | | | | Brewer | Performance Shares | 3/2/2024 | | | | | | | 1,049 | 2,998 | 5,996 | | $ | 72,455 | | | Phantom Units | 3/2/2024 | | | | | | | | | | 5,565 | $ | 130,444 | | | Phantom Units | 6/11/2024 | | | | | | | | | | 3,289 | $ | 79,988 | | Allan D. | AICP | | $ | — | $ | 260,646 | $ | 521,292 | | | | | | | | Schoening(6) | Phantom Units | 3/2/2024 | | | | | | | | | | 24,246 | $ | 568,326 | | Carolyn J. Stone(7) | AICP | | $ | — | $ | 297,500 | $ | 595,000 | | | | | | |

  78. Grants of Plan Based Awards for 2024

    (1)The amounts shown in the columns “Target” and “Maximum” reflect the 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, 2024; 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 pursuant to 2024 grants under our Performance Share Award Program based on achievement of performance goals with respect to our relative TSR and growth in EBITDA 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 2024. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Generally, the full grant date fair value is the amount that Civeo would expense in its financial statements over the vesting schedule of the awards. See Note 18 to Civeo’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2024 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 2024 of $0.6597 U.S. dollar per Australian dollar. (6)Mr. Schoening’s and Mr. Fraser'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 2024 of $0.7301 U.S. dollar per Canadian dollar. (7)Ms. Stone's termination resulted in forfeiture of any AICP payout and no grant of phantom share units and performance share awards were granted to her in 2024.

  79. Grants of Plan Based Awards for 2024

    | 2025 Proxy Statement | 49 |

  80. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table provides information on the holdings of share awards by our NEOs as of December 31, 2024. Upon her termination, Carolyn Stone forfeited her equity awards and is not included in the table below. 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 31, 2024, which was $22.72.

  81. Outstanding Equity Awards at 2024 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 ($) | | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | | Bradley J. Dodson | 19,060(1) | $ | 433,043 | | | | | | 26,973(3) | $ | 612,827 | | | | | | 42,875(5) | $ | 974,120 | | | | | | | | | 57,181(2) | $ | 1,299,152 | | | | | | 40,459(4) | $ | 919,228 | | | | | | 64,314(6) | $ | 1,461,214 | | E. Collin Gerry | 4,981(1) | $ | 113,168 | | | | | | 7,402(3) | $ | 168,173 | | | | | | 13,256(5) | $ | 301,176 | | | | | | 3,821(7) | $ | 86,813 | | | | | | | | | 4,982(2) | $ | 113,191 | | | | | | 3,701(4) | $ | 84,087 | | | | | | 7,138(6) | $ | 162,175 | | Andrew S. Fraser | 19,971(8) | $ | 453,741 | | | | | Peter L. McCann | 3,369(1) | $ | 76,544 | | | | | | 4,199(3) | $ | 95,401 | | | | | | 8,350(5) | $ | 189,712 | | | | | | | | | 10,105(2) | $ | 229,586 | | | | | | 6,299(4) | $ | 143,113 | | | | | | 12,525(6) | $ | 284,568 | | Allan D. Schoening | 4,600(1) | $ | 104,512 | | | | | | 6,111(3) | $ | 138,842 | | | | | | 24,246(5) | $ | 550,869 | | | | | | | | | 13,800(2) | $ | 313,536 | | | | | | 9,167(4) | $ | 208,274 | | Barclay H. Brewer | 2,110(1) | $ | 47,939 | | | | | | 3,116(3) | $ | 70,796 | | | | | | 5,565(5) | $ | 126,437 | | | | | | 3,289(7) | $ | 74,726 | | | | | | | | | 2,110(2) | $ | 47,939 | | | | | | 1,558(4) | $ | 35,398 | | | | | | 2,998(6) | $ | 68,115 |

  82. Outstanding Equity Awards at 2024 Fiscal Year End

    (1)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.

  83. Outstanding Equity Awards at 2024 Fiscal Year End

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  84. Outstanding Equity Awards at 2024 Fiscal Year End

    (2)Performance share award of February 25, 2022 that vested on February 25, 2025, which is reported assuming target level achievement of the relative TSR performance metric and the cumulative cash flows provided by operating activities performance hurdle (3)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. (4)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 cash flows provided by operating activities performance hurdle. (5)Phantom share units award of March 2, 2024 that vests at the rate of 33.33% per year, with vesting dates of March 2, 2025, March 2, 2026 and March 2, 2027. (6)Performance share award of March 2, 2024 that vests on March 2, 2027, which is reported assuming target level achievement of the relative TSR performance metric and the three-year growth in EBITDA performance hurdle. (7)Phantom share units award of June 10, 2024 grant to Mr. Gerry and June 11, 2024 granted to Mr. Brewer, in each case that vests on March 2, 2025, March 2, 2026 and March 2, 2027. (8)Phantom share units award of August 19, 2024 that vests at the rate of 33.33% per year, with vesting dates of August 19, 2025, August 19, 2026 and August 19, 2027.

  85. Outstanding Equity Awards at 2024 Fiscal Year End

    | 2025 Proxy Statement | 51 |

  86. Stock Vested

    Stock Vested The following table provides information for our NEOs for the period from January 1, 2024 to December 31, 2024 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.

  87. Stock Vested

    | | Stock Awards | | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | | Bradley J. Dodson | 115,239 | $ | 2,590,450 | | E. Collin Gerry | 19,253 | $ | 432,430 | | Andrew S. Fraser | — | $ | — | | Peter L. McCann | 20,082 | $ | 451,444 | | Barclay H. Brewer | 8,146 | $ | 182,963 | | Allan D. Schoening | 27,613 | $ | 620,727 | | Carolyn J. Stone | 28,120 | $ | 631,952 |

  88. 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 2024 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 2024 activity with respect to 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 $0.7301. Messrs. Dodson, Gerry, Fraser, McCann and Brewer and Ms. Stone did not participate in this plan or any other non-qualified deferred compensation plan during 2024.

  89. 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 | $ | 48,757 | $ | 38,371 | $ | 127,179 | — | $ | 681,885 |

  90. Non-Qualified Deferred Compensation

    (1)All contribution amounts for the last fiscal year reported in this column are also included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table for 2024. (2)The amount reported for in this column is also included in the “All Other Compensation” column of the Summary Compensation Table for 2024. (3)This column represents net unrealized appreciation, loss, dividends and distributions for Mr. Schoening for mutual fund investments for 2024 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)$358,028 of the aggregate balance was reported for Mr. Schoening previously as compensation in our “Summary Compensation Table” in prior years’ proxy statements.

  91. Non-Qualified Deferred Compensation

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  92. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control

  93. Pay Ratio Disclosure

    Pay Ratio Disclosure The 2024 annual total compensation of our median compensated employee was $54,733. Mr. Dodson’s 2024 annual total compensation was $3,887,328 and the ratio of these two amounts was 71:1. 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, 2024 using base salary or wages and overtime paid during fiscal 2024, which we annualized for any permanent employee who was not employed for the entire year. We calculated the 2024 annual total compensation of the median-compensated employee in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The 2024 annual total compensation of Mr. Dodson is the amount reported in the “Total” column of the Summary Compensation Table for 2024.

  94. Pay Ratio Disclosure

    | 2025 Proxy Statement | 55 |

  95. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure

  96. 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 2024.

  97. 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) | | | 2024 | $ | 3,887,328 | $ | 3,275,141 | $ | 1,092,021 | $ | 893,890 | $ | 156 | $ | 102 | $ | (17,067) | $ | 79,937 | | 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 |

  98. 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 2024 below), which includes the individuals indicated in the table below for each fiscal year:

  99. Pay Versus Performance Table

    | Year | PEO | other NEOs | | 2024 | Bradley J. Dodson | Barclay H. Brewer, Andrew S. Fraser, E. Collin Gerry, Peter L. McCann, Allan D. Schoening and Carolyn J. Stone | | 2023 | Bradley J. Dodson | Peter L. McCann, Allan D. Schoening and Carolyn J. Stone | | 2022 | Bradley J. Dodson | Peter L. McCann, Allan D. Schoening and Carolyn J. Stone | | 2021 | Bradley J. Dodson | Peter L. McCann, Allan D. Schoening and Carolyn J. Stone | | 2020 | Bradley J. Dodson | Peter L. McCann, Allan D. Schoening and Carolyn J. Stone |

  100. 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 in accordance with SEC rules, as set forth for 2024 in the table below. 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 2025.

  101. Pay Versus Performance Table

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  102. Pay Versus Performance Table

    | | | PEO | | Average of other NEOs | | | | | | 2024 | | 2024 | | Summary Compensation Table Total | | $ | 3,887,328 | $ | 1,092,021 | | Grant Date Fair Value of Stock Awards Granted in Fiscal Year Reported in Summary Compensation Table | minus | $ | (2,559,331) | $ | (412,480) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | plus / (minus) | $ | 2,133,573 | $ | 365,335 | | 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 | plus / (minus) | $ | (170,516) | $ | (23,289) | | 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 | plus / (minus) | $ | (582) | $ | (1,112) | | Fair Value at Prior Fiscal Year-End of Stock Awards Granted in Prior Years that were Forfeited During Fiscal Year | plus / (minus) | $ | (42,179) | $ | (131,261) | | Value of Dividends or Other Earnings Paid on Stock Awards in Fiscal Year Not Otherwise Included in Summary Compensation Table | plus / (minus) | $ | 26,848 | $ | 4,676 | | Compensation Actually Paid | equals | $ | 3,275,141 | $ | 893,890 |

  103. 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, 2023 and 2024. (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 A for further information including a reconciliation of Adjusted EBITDA to the most comparable GAAP measure.