Andrew Fraser
About Andrew Fraser
Andrew S. Fraser, age 64, has served as Senior Vice President, Canada at Civeo since August 19, 2024, following a 30-year career at Finning International and CEO roles at NCSG Crane & Heavy Haul and Camex Equipment Sales & Rentals . He holds an MBA from Royal Roads University (focus on culture change in M&A) and a BA in Economics from Wilfrid Laurier University . Company performance context during 2024: Civeo generated $84 million in operating cash flow, returned $44 million (64% of FCF) via buybacks/dividends, reduced net leverage to 0.5x, and increased Australian revenue 23% with global TRIR at 0.28; Civeo’s five‑year TSR equated to $156 on a $100 base versus $102 for its peer index as of year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NCSG Crane & Heavy Haul | CEO & Executive Chair | Nov 2020 – Mar 2022 | Led heavy haul/crane services; executive oversight in energy/logistics end-markets |
| NCSG Crane & Heavy Haul | President & CEO | Jan 2019 – Nov 2020 | Turnaround/operations leadership |
| Camex Equipment Sales & Rentals | CEO | Oct 2016 – Nov 2018 | Led equipment distribution/rentals portfolio |
| Finning International | Various executive roles (Canada and International) | ~1986 – 2016 (30 years) | Multi‑region P&L and operations leadership in industrial equipment services |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Various (energy, manufacturing, distribution) | Director | ~2010 – 2024 | Served on various boards over past 15 years (entities not specified) |
Fixed Compensation
| Component | 2024 Amount/Detail |
|---|---|
| Base Salary (USD) | $365,050 |
| Target Annual Bonus (AICP) | 70% of base salary |
| Actual AICP Paid (USD) | $51,874 (55% of target) |
| Other Compensation | Retirement plan match: $6,108 (USD) |
Performance Compensation
Annual Incentive (AICP) structure and results (2024)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout Notes |
|---|---|---|---|---|---|---|
| Consolidated AICP EBITDA | 40% | $75.4m | $88.6m | $119.7m | $81.1m | Below target; contributed to overall 55% of target payout |
| Canadian Division AICP EBITDA (CAD) | 40% | C$34.1m | C$40.1m | C$95.3m | C$29.9m | Below threshold; weighed on payout |
| Safety – TRIR (Global/Canada) | 20% | 0.90 | 0.70 | 0.40 | Global 0.28; Canada 0.44 | Safety payouts: 200% global; 187% Canada |
- 2024 AICP weights for Fraser: 40% consolidated EBITDA, 40% Canada EBITDA, 20% safety .
- Total AICP paid: $51,874 (55% of target), reflecting strong safety offset by EBITDA shortfalls (notably Canada) .
Long-Term Incentive (LTIP)
| Award Type | Grant Date | Shares/Units | Grant-Date Stock Price | Grant-Date Fair Value (USD) | Vesting | Performance Conditions | Settlement |
|---|---|---|---|---|---|---|---|
| Phantom Share Units | 8/19/2024 | 19,971 | $27.49 | $549,003 | 1/3 on 8/19/2025, 8/19/2026, 8/19/2027 | None (time-based) | Phantom shares payable in cash |
- Fraser did not receive performance share awards in 2024; NEOs generally receive PSAs with metrics in relative TSR and 3‑yr EBITDA growth, but Fraser’s first-year LTIP was time-based PSUs only .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/17/2025) | 0 common shares; less than 1% ownership |
| Unvested Equity at 12/31/2024 | 19,971 phantom share units; market value $453,741 at $22.72 |
| Options | None outstanding for NEOs; company has not issued options since 2014 spin |
| Stock Ownership Guidelines | Target ownership 27,468 shares; current holdings “—”; in compliance within grace period |
| Hedging/Pledging | Prohibited for executives (no hedging, no pledging/margining) |
| Clawback | SEC/NYSE-compliant clawback policy in place |
| Settlement Form | Fraser’s phantom shares are payable in cash (limits direct selling pressure upon vest) |
Employment Terms
| Term | Key Economics/Terms |
|---|---|
| Appointment | SVP, Canada effective August 19, 2024 |
| Executive Agreement | Entered April 2, 2025; terms similar to other executive agreements; no specified term |
| Change-of-Control | Double-trigger required; acceleration/vesting terms per company programs |
| Non‑CIC Severance (as of 12/31/2024) | Cash severance: $620,585; unvested equity value: $151,247 |
| CIC Severance (as of 12/31/2024) | Cash severance: $620,585; unvested equity value: $453,741 |
| Death/Disability (as of 12/31/2024) | Unvested equity value: $453,741 |
| Outplacement/Benefits | None specified for Fraser in table; terms generally align with company policy; no excise tax gross-up for NEOs other than legacy CEO agreement |
| Insider Trading Controls | Pre‑clearance required; strict insider trading policy |
Notes:
- Equity treatment follows plan rules: phantom units fully vest on death/disability; CoC treatment per plan including PSA handling; Fraser’s quantifications reflect offer letter terms as of 12/31/24 and his later Executive Agreement aligns to company standards post‑4/2/2025 .
Performance & Track Record Highlights
- Role transition: Appointed to lead Canadian operations, with predecessor supporting via consulting through March 2026 to ensure continuity .
- Company safety and capital allocation: 2024 TRIR 0.28; $84m operating cash flow; 64% of FCF returned; net leverage 0.5x; Australian revenue +23% .
- Say‑on‑Pay support: 96.7% approval at 2024 AGM, indicating strong shareholder alignment on pay programs .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; robust ownership guidelines and clawback mitigate alignment risk .
- Related-party transactions: None requiring disclosure for FY2024 .
- Section 16 compliance: One late Form 4 filed by Fraser for his appointment‑related phantom share grant (payable in cash) .
- Pay practices: No option repricing; no liberal share recycling; double-trigger CoC; no excise tax gross-ups for NEOs other than legacy CEO agreement .
Compensation Committee/Peer Context
- AICP and LTIP metrics emphasize EBITDA, safety (TRIR), relative TSR, and multi‑year EBITDA growth; PSA payouts are capped at 100% if absolute TSR is negative .
- Independent consultant (Mercer) engaged; strong governance practices; say‑on‑pay annually .
Investment Implications
- Alignment: First-year LTIP is time-based and cash-settled phantom units; while this reduces near-term selling pressure, Fraser currently holds no common shares, and must build toward a 27,468‑share guideline within five years; he is within the grace period .
- Incentive levers: His annual bonus is balanced across consolidated EBITDA, Canadian EBITDA, and safety; 2024 outcomes (strong safety, Canada EBITDA below plan) yielded 55% of target—suggesting pay is sensitive to divisional performance in Canada .
- Retention/CIC: Double-trigger protections and moderate severance economics ($620,585 cash; CoC equity acceleration) mitigate transition risk without excessive shareholder cost; no tax gross-up .
- Trading/flow watch: Upcoming vesting dates for time-based phantom units (Aug 19, 2025/2026/2027) are cash-settled events rather than share sales, reducing open‑market selling signals; still relevant for cash compensation timing .