Civeo Corp

For the period ended May 27, 2026. Filed Apr 13, 2026.

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May 27, 2026 · Filed Apr 13, 2026

CVEO$34.25+4.8%Stored close · as of Nov 6, 2026

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Contents

2026 Proxy Statement17

2026 Proxy Statement

RISK OVERSIGHT

Board of Directors
•Is primarily responsible for the oversight of strategy, capital allocation and risk.•Delegates responsibility for monitoring certain risks to its standing committees.•Maintains responsibility for oversight of safety and food safety risks.•Receives regular reports from committees and management concerning identified risks and mitigation or management of such risks.
Audit Committee	Compensation Committee
•Oversees risks related to: ◦Financial statements, financial reporting process and internal controls over financial reporting;◦Regulatory and accounting compliance;◦Litigation risks;◦Technology, cybersecurity risks and artificial intelligence; and◦Succession of accounting and finance personnel.•Oversees the internal audit function, including an annual review of scope and duties.•Reviews results of management's risk assessment.	•Oversees risks related to:◦Executive compensation; and◦Succession of key personnel.•Reviews our compensation policies to help ensure they do not encourage excessive or unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us.
Environmental, Social, Governance & Nominating Committee	Finance and Investment Committee
•Oversees risks related to:◦Independence of board of directors and potential conflicts of interest;◦Composition of board of directors and related committee composition; and◦Corporate governance.•Performs annual evaluation of the board of directors, each individual director and each committee.•Oversees Civeo's strategy and initiatives with regard to ESG matters.	•Involved in risk considerations related to:◦Civeo's strategic objectives;◦Capital allocation policies;◦Debt strategies; and◦Distributions and return of capital transactions.
Management
•Is responsible for day-to-day risk management.•Conducts an annual risk assessment of our business that is reviewed by the board of directors.•Incorporates risk assessment into the annual internal audit plan.
Cybersecurity Risk Oversight Strategy
Cybersecurity risks are monitored and evaluated by management through an internal compliance program with oversight by internal audit. Civeo engages various third-party cybersecurity partners, such as auditors, assessors and consultants, to perform penetration testing and audits on our cybersecurity profile. In order to promote a company-wide culture of cybersecurity risk management, management has also implemented programs to both test and train our employees on cybersecurity fundamentals, including both annual and ongoing information security awareness training. With the assistance of a third-party cybersecurity consultant, we also conducted three cyber breach simulation exercises in the last five quarters, focused on incident management and communication processes. Company business functions, executive management and members of the board of directors participated. The board of directors reviews the Company's cybersecurity risk posture, strategy and execution on at least an annual basis while the Audit Committee receives cybersecurity updates quarterly. Executive management regularly meets with the Audit Committee to discuss cybersecurity risks, review quarterly cyber metrics and oversee progress against our annual action plans. In addition to scheduled meetings, the Audit Committee and executive management maintain ongoing dialogue regarding emerging or potential cybersecurity risks. For more information on our cybersecurity risk management, strategy and governance, see "Item 1C. Cybersecurity" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

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