Not independent
Tenure on this board
12.1 yrs
6 nominees · 4 ballot items.
Elect six directors (Class II and III) to one-year terms; approve, on an advisory basis, executive compensation (Say-on-Pay); approve an amendment to the 2014 Equity Participation Plan to increase the share reserve by 520,920 shares; and ratify Ernst & Young LLP as independent auditors for 2026 and authorize Audit Committee to set their remuneration.
Elect six persons—Bradley J. Dodson, Martin A. Lambert, Constance B. Moore, Richard A. Navarre, Daniel B. Silvers and Timothy O. Wall—as Class II and Class III directors for one-year terms ending at the 2027 annual general meeting.
Non-binding, advisory vote to approve the compensation of Civeo’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This management-sponsored advisory (Say-on-Pay) proposal asks shareholders to approve the company’s disclosed compensation for its named executive officers, as described in the Compensation Discussion and Analysis and accompanying tables. Management frames executive pay around a structured mix of base salary, an Annual Incentive Compensation Plan (AICP) tied to consolidated and divisional AICP EBITDA and safety (TRIR), and a long-term incentive program under the EPP largely composed of performance share awards and phantom share units. The Compensation Committee uses independent consultant Mercer benchmarking and retains discretion to set targets, adjustments and payouts; the committee capped performance payouts and applies clawback and share ownership policies to mitigate risk. Management highlights strong shareholder engagement (meetings representing over 52% of shares) and high prior-year Say-on-Pay support (95.7% in 2025) as context for continuing the current approach. The vote is non-binding; however, the Compensation Committee will review results and consider shareholder feedback in future design choices. Key governance features include performance metrics (relative TSR and three-year EBITDA growth), caps to limit excessive payouts (including a 100% cap on relative TSR component if absolute TSR is negative), double-trigger change-of-control protections, and a clawback policy for accounting restatements. The board recommends a FOR vote because it believes the program aligns management and shareholder interests, balances short- and long-term incentives, and includes safeguards against excessive risk-taking and poor alignment. From an investor perspective, the program’s linkage to multi-year EBITDA growth and relative TSR provides alignment but investors should note the Compensation Committee’s discretion to adjust metrics and AICP adjustments for unbudgeted items, which may affect payout outcomes. Overall, the proposal represents a routine advisory request that informs but does not bind the board’s compensation decisions.
Approve an amendment to the 2014 Equity Participation Plan to increase the number of shares available for issuance under the EPP by 520,920 shares (subject to adjustment under the EPP) and extend certain plan provisions.
This management proposal seeks shareholder approval to amend Civeo’s 2014 Equity Participation Plan by increasing the share reserve by 520,920 shares and extending the outside date for granting incentive stock options; the board contends the increase is needed to support future long-term incentive grants to employees, executives and non-employee directors. Management explains the share request was determined after reviewing remaining availability under the EPP, projected grant usage, and input from an independent proxy advisor and Mercer, the compensation consultant; if approved, total shares available would increase from 865,883 to 1,386,803. The amendment includes governance features intended to limit dilution and poor practices: no repricing without shareholder approval, no discounted options, ten-year option terms, minimum vesting (one year for 95% of reserve), restrictions on liberal share recycling, an annual director award cap ($500,000), clawback applicability, and no evergreen provision—so future replenishment requires shareholder approval. Management quantifies potential dilution at approximately 4.76% from the additional 520,920 shares versus outstanding shares as of March 30, 2026 and indicates total potential dilution under the plan would be about 12.67% if the amendment is approved, which investors should assess relative to peer practices and historical burn rates. The Compensation Committee will administer the Amended EPP and may delegate grants to the CEO for non-Section 16 participants subject to constraints; individual award limits are set to cap large single-year grants. The board recommends a FOR vote, arguing that the program is critical for retention and alignment of long-term incentives with shareholder value, while including features intended to protect shareholders from abuse or excessive dilution. From an analytical view, the proposal is routine for companies issuing equity incentives but merits investor scrutiny of projected grant pacing, historical dilution, and whether current equity grants have produced measurable TSR or operating improvements; the inclusion of minimum vesting, anti-repricing protections and explicit caps is positive governance context.
Ratify the appointment of Ernst & Young LLP as Civeo’s independent registered public accounting firm for the year ending December 31, 2026 and authorize the Audit Committee to determine their remuneration.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HORIZON KINETICS ASSET MANAGEMENT LLC | 21.50% | 2,352,353 | $62M |
| 2 | Engine Capital Management, LPActivist | 7.99% | 874,476 | $23M |
| 3 | TCW GROUP INC | 7.74% | 846,645 | $22M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 5.51% | 603,282 | $16M |
| 5 | AMERICAN CENTURY COMPANIES INC | 5.13% | 561,834 | $15M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 4.58% | 501,732 | $13M |
| 7 | Flat Footed LLC | 3.17% | 347,240 | $9M |
| 8 | PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. | 2.80% | 306,334 | $8M |
| 9 | GOLDMAN SACHS GROUP INC | 1.83% | 200,181 | $5M |
| 10 | JB CAPITAL PARTNERS LP | 1.77% | 193,750 | $5M |
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