Civeo Corp

Our non-employee directors receive compensation for their services on the board of directors. The Compensation Committee conducts annual reviews of director compensation, with assistance from its independent compensation consultant, Mercer LLC ("Mercer"), who provides market data bi-annually related to director compensation. Based on its review, the Compensation Committee makes a recommendation to the board of directors regarding the form and amount of director compensation. Director compensation should be adequate to compensate directors for their time and effort expended in satisfying their obligations. The Compensation Committee does, however, consider that directors' independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which the director is affiliated.

Directors who are also our employees do not receive a retainer or fees for service on our board of directors or any committees. Accordingly, Mr. Dodson, a director of Civeo and Civeo’s President and Chief Executive Officer, does not receive separate director compensation.

The table below summarizes the components of 2024 compensation paid by Civeo to non-employee directors, which remained unchanged from 2023 compensation levels:

1. Newly elected non-employee directors receive restricted share awards valued at $125,000 after their initial appointment. In addition, non-employee directors who have served for not less than six months receive additional restricted share awards valued at $125,000 at each annual shareholders’ meeting after which they continue to serve. The restricted share awards are valued on the award date based on the closing share price on the award date and vest on the earlier of one year from the date of grant or the next annual shareholders’ meeting date following the date of grant, subject to continued service through such date.

Our non-employee directors may elect to receive their annual restricted share award in the form of deferred shares, which vest on the same terms as non-deferred restricted share awards; however, settlement of such deferred shares is delayed until the director’s separation from service.

All of our directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of our board of directors or committees and for other reasonable expenses related to the performance of their duties as directors, including attendance at pertinent continuing education programs and training. Additionally, we purchase and maintain directors' and officers' liability insurance for, and provide indemnification to, each member of our board of directors.

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