Civeo Corp
For the period ended May 27, 2026. Filed Apr 13, 2026.
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May 27, 2026 · Filed Apr 13, 2026
Contents
Compensation Program Components
This section outlines each of the components of our compensation program. Overall compensation consists of base salary, annual performance incentive awards and long-term incentive awards.
| BaseSalary | Annual Incentive CompensationPlan ("AICP") | Long-TermIncentive 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. |
| PROPOSAL 3Approval of an Amendment to the 2014 Equity Participation Plan | |
|---|---|
| The board of directors recommends a vote FOR this proposal. | See page 57 |
The 2014 Equity Participation Plan of Civeo Corporation (the “EPP”) was originally approved on May 4, 2014, by Oil States International, Inc., our sole shareholder at the time. The EPP was amended and restated on July 17, 2015 and again on May 12, 2016, and thereafter amended effective as of January 1, 2017, May 10, 2018, June 9, 2020 and May 17, 2023. Our board of directors most recently approved an amendment to the EPP on March 25, 2026, subject to shareholder approval. If approved, the number of shares reserved for issuance pursuant to awards under the EPP will be increased by 520,920 shares. We arrived at this number of shares after consideration of the number of shares remaining available for grant in the EPP, anticipated future share usage, and advice from an independent proxy advisor and our compensation consultant, among other factors. We are submitting the amendment of the EPP to our shareholders for approval of this increased share reserve and the other changes outlined below.
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