Civeo CorpCVEO
Civeo Corp Stock Compensation Disclosure
SHARE-BASED COMPENSATION
Certain key employees and non-employee directors participate in the Amended and Restated 2014 Equity Participation Plan of Civeo Corporation (the Civeo Plan). The Civeo Plan authorizes our Board and the Compensation Committee of our Board to approve and grant awards of options, awards of restricted shares, performance share awards, phantom share units and dividend equivalents, awards of deferred shares, and share payments to our employees and non-employee directors. Approximately 3.0 million Civeo common shares are authorized to be issued under the Civeo Plan.
Share-based compensation expense recognized in the years ended December 31, 2024, 2023 and 2022 totaled $9.2 million, $11.8 million and $14.9 million, respectively. Share-based compensation expense is reflected in Selling, general and administrative expense in our consolidated statements of operations. The total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was approximately $0.5 million, $0.6 million and $0.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Phantom Share Units
We grant phantom share unit awards, which vest a third per year over a three-year period. Each phantom share unit award is equal in value to one common share. Upon vesting, each recipient will receive a lump sum cash payment equal to the fair market value of a common share on the respective vesting date in respect of each phantom share unit then vesting. These awards are accounted for as a liability that is remeasured at each reporting date until paid.
The following presents the changes in phantom share unit awards outstanding and related information for our employees during the years ended December 31, 2024, 2023 and 2022:
| Number of Awards | |||||
| Nonvested shares at December 31, 2021 | 622,130 | ||||
| Granted | 335,098 | ||||
| Vested | (270,382) | ||||
| Forfeited | (27,558) | ||||
| Nonvested shares at December 31, 2022 | 659,288 | ||||
| Granted | 229,845 | ||||
| Vested | (335,178) | ||||
| Forfeited | (33,394) | ||||
| Nonvested shares at December 31, 2023 | 520,561 | ||||
| Granted | 314,260 | ||||
| Vested | (274,838) | ||||
| Forfeited | (50,222) | ||||
| Nonvested shares at December 31, 2024 | 509,761 | ||||
At December 31, 2024, the balance of the liability for the phantom share units was $5.2 million. For the years ended December 31, 2024, 2023 and 2022, we made phantom share units cash payments of $6.2 million, $10.4 million and $6.0 million, respectively. At December 31, 2024, unrecognized compensation cost related to phantom shares units was $6.8 million, as remeasured at December 31, 2024, which is expected to be recognized over a weighted average period of 1.8 years. The weighted average grant-date fair value per share of phantom share units granted during the years ended December 31, 2024, 2023 and 2022 was $23.75, $31.05 and $21.97, respectively.
Performance Share Awards
We grant performance share awards, which cliff vest after three years subject to attainment of applicable performance goals. Awards granted in 2024 will be earned in amounts between 0% and 200% of the participant’s target performance share award, based on the payout percentage associated with Civeo’s relative TSR rank among a peer group of other companies and the payout percentage associated with Civeo's three-year growth in EBITDA over the performance period relative to a preset 2026 EBITDA target. The portion of the performance share awards tied to the 2026 EBITDA target includes a performance-based vesting requirement. Awards granted in 2023 and 2022 will be earned in amounts between 0% and 200% of the participant’s target performance share award, based equally on (i) the payout percentage associated with Civeo’s relative TSR rank among a peer group of other companies and (ii) the payout percentage associated with Civeo's cumulative operating cash flow over the performance period relative to a preset target. The grant-date fair value of the portion of the performance awards tied to 2026 EBITDA and cumulative operating cash flow is based on target achievement and the closing market price of our common shares on the date of grant. We evaluate the probability of achieving the performance goals throughout the performance period and will adjust share-based compensation expense based on the number of shares expected to vest based on our estimate of the most probable performance outcome. No share-based compensation expense is recognized if the performance criteria are not probable of being achieved.
The fair value of the TSR portion of each performance share award was estimated using a Monte Carlo simulation pricing model that uses the assumptions noted in the following table. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the performance share at the time of grant. The dividend yield on our common shares in 2024 is based on the annual divided and our valuation date stock price. The dividend yield on our common shares was assumed to be zero for 2023 and 2022 since we did not pay dividends when the awards were granted. The expected market price volatility of our common shares was based on an estimate that considers the historical and implied volatility of our common shares as well as a peer group of companies over a time period equal to the expected term of the award. The initial TSR performance was based on historical performance of our common shares and the peer group’s common shares.
| 2024 | 2023 | 2022 | |||||||||||||||
| Risk-free weighted interest rate | 4.9 | % | 4.4 | % | 1.7 | % | |||||||||||
| Dividend yield | 4.3 | % | — | % | — | % | |||||||||||
| Expected volatility | 44.0 | % | 73.0 | % | 78.0 | % | |||||||||||
| Initial TSR | 4.3 | % | 4.1 | % | 14.1 | % | |||||||||||
The following presents the changes in performance share awards outstanding and related information for our employees during the year ended December 31, 2024, 2023 and 2022:
| Number of Awards | Weighted Average Grant Date Fair Value Per Share | ||||||||||
| Nonvested shares at December 31, 2021 | 216,209 | $ | 33.97 | ||||||||
| Granted | 123,385 | 27.69 | |||||||||
Performance adjustment (1) | 22,235 | — | |||||||||
| Vested | (107,795) | 44.76 | |||||||||
| Forfeited | — | — | |||||||||
| Nonvested shares at December 31, 2022 | 254,034 | $ | 29.81 | ||||||||
| Granted | 86,454 | 38.45 | |||||||||
Performance adjustment (2) | — | — | |||||||||
| Vested | — | — | |||||||||
| Forfeited | (8,487) | 32.67 | |||||||||
| Nonvested shares at December 31, 2023 | 332,001 | $ | 32.37 | ||||||||
| Granted | 122,978 | 24.17 | |||||||||
Performance adjustment (3) | (3,833) | — | |||||||||
| Vested | (124,099) | 22.51 | |||||||||
| Forfeited | (41,599) | 28.65 | |||||||||
| Nonvested shares at December 31, 2024 | 285,448 | $ | 22.34 | ||||||||
(1)Related to 2019 performance share awards that vested in 2022, which were paid out at 126% based on Civeo's TSR rank.
(2)No performance share awards vested in 2023.
(3)Related to 2021 performance share awards that vested in 2024, which were paid out at 97% based on Civeo's TSR rank.
During the years ended December 31, 2024, 2023 and 2022, we recognized compensation expense associated with performance share awards totaling $1.8 million, $3.4 million and $2.6 million, respectively. At December 31, 2024, unrecognized compensation cost related to performance share awards was $1.8 million, which is expected to be recognized over a weighted average period of 1.4 years.
Restricted Share Awards/ Restricted Share Units/ Deferred Share Awards
The following presents the changes in restricted share awards, restricted share units and deferred share awards outstanding and related information for our employees and non-employee directors during the years ended December 31, 2024, 2023 and 2022:
| Number of Awards/Units | Weighted Average Grant Date Fair Value Per Share | ||||||||||
| Nonvested shares at December 31, 2021 | 84,857 | $ | 21.76 | ||||||||
| Granted | 40,465 | 25.64 | |||||||||
| Vested | (86,290) | 21.83 | |||||||||
| Nonvested shares at December 31, 2022 | 39,032 | $ | 25.62 | ||||||||
| Granted | 50,336 | 21.02 | |||||||||
| Vested | (39,770) | 25.53 | |||||||||
| Nonvested shares at December 31, 2023 | 49,598 | $ | 21.02 | ||||||||
| Granted | 42,125 | 24.75 | |||||||||
| Vested | (49,598) | 21.02 | |||||||||
| Nonvested shares at December 31, 2024 | 42,125 | $ | 24.75 | ||||||||
The weighted average grant-date fair value per share for restricted share awards, restricted share units and deferred share awards granted during 2024, 2023 and 2022 was $24.75, $21.02 and $25.64, respectively. The total fair value of restricted share awards, restricted share units and deferred share awards vested during 2024, 2023 and 2022 was $1.2 million, $0.9 million and $2.1 million, respectively. At December 31, 2024, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $0.4 million, which is expected to be recognized over a weighted average period of 0.4 years. In addition, at December 31, 2024, all nonvested shares were related to non-employee directors.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.