Barclay Brewer
About Barclay Brewer
Barclay H. Brewer (age 51) is Vice President and Chief Accounting Officer at Civeo (CVEO), appointed in August 2024 after serving as Interim CFO and Treasurer from March–July 2024; he previously was VP, Corporate Controller (2019–2024) and Assistant Controller (2014–2019). He holds an MBA from Southeastern Louisiana University, a B.A. in Accounting and Finance from Louisiana State University, and is a CPA . Company performance context: 2024 revenue was $682M; Adjusted EBITDA was $79.9M; cash from operations was $84M; net leverage was 0.5x; cumulative TSR from 12/31/2019 to 12/31/2024 equated to $156 vs peer group $102 on a $100 base .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Civeo | Vice President, Chief Accounting Officer | Aug 2024–present | Oversees accounting; supported CFO transition after interim CFO service . |
| Civeo | Interim CFO & Treasurer | Mar 2024–Jul 2024 | Stabilized finance leadership during CFO transition . |
| Civeo | VP, Corporate Controller | Dec 2019–Mar 2024 | Led corporate controllership . |
| Civeo | Assistant Controller | Aug 2014–Dec 2019 | Financial reporting/controls foundation post spin-off . |
| The Brock Group | Financial Planning & Reporting Manager | 2012–2014 | Managed planning/reporting at industrial services firm . |
External Roles
| Category | Disclosure |
|---|---|
| Public company boards/other external directorships | None disclosed in the proxy . |
Fixed Compensation
| Item | 2024 Amount/Terms |
|---|---|
| Base salary rate (as of 12/31/2024) | $280,000 |
| Salary paid in 2024 | $302,704 |
| Target annual bonus (AICP) | 60% of base salary |
| All other compensation (2024) | $19,010 (401(k)/retirement match $17,319; life insurance premium $1,691) |
Performance Compensation
AICP (Annual Incentive)
| Metric | Weighting | 2024 Target | 2024 Actual | Payout attribution |
|---|---|---|---|---|
| Consolidated AICP EBITDA | 80% | $88.6M | $81.1M | $62,478 |
| Safety (Global TRIR) | 20% | 0.70 | 0.28 | $72,649 |
| Total AICP payout | — | — | — | $135,127 (74% of target) |
Notes:
- 2024 divisional AICP EBITDA actuals: Canada C$29.9M (vs C$40.1M target), Australia A$132.2M (vs A$116.2M target); global TRIR achievement paid at 200% for consolidated and 187–200% by region .
- AICP thresholds/maximums: below threshold no payout; maximum payout capped at 200% of target .
LTIP (Long-Term Incentives) – 2024 Grants
| Grant date | Award type | Units | Grant-date fair value | Vesting |
|---|---|---|---|---|
| 3/2/2024 | Performance share awards (PSUs) at target | 2,998 | $72,455 | Cliff vest 3/2/2027; metrics: 70% 3-yr EBITDA growth vs 2026 target, 30% relative TSR; capped at 100% on TSR if absolute TSR negative . |
| 3/2/2024 | Time-based phantom units | 5,565 | $130,444 | 1/3 each on 3/2/2025, 3/2/2026, 3/2/2027 . |
| 6/11/2024 | Time-based phantom units (promotion) | 3,289 | $79,988 | 3/2/2025, 3/2/2026, 3/2/2027 . |
Additional context:
- LTIP mix for NEOs in 2024 was generally 40% time-based phantom units and 60% performance shares .
- Performance share program may be cash- or share-settled at Committee discretion; phantom units are payable in cash (mitigates open-market selling pressure) .
Historical Performance Share Payouts (Companywide)
| Cycle | Metrics | Certified payout |
|---|---|---|
| 2022 PSAs (performance period 1/1/2022–12/31/2024) | 50% cumulative cash from ops; 50% relative TSR | 65.2% of target (46.6% CFOps; 18.6% TSR) . |
Equity Ownership & Alignment
- Beneficial ownership: 9,115 common shares as of 3/17/2025 (≈0.07% of 13,549,417 shares outstanding) .
- Ownership guidelines: Executives must hold shares equal to a multiple of salary; all current executive officers were in compliance as of 3/17/2025 .
- Hedging/pledging: Company prohibits hedging, pledging, short sales, and derivatives trading in Civeo securities for officers/directors .
- Outstanding unvested awards at 12/31/2024 (market price $22.72):
- Time-based phantom units: 2,110 (2022), 3,116 (2023), 5,565 (3/2/2024), 3,289 (6/11/2024) with aggregate market value $319,898 .
- Performance shares (unearned, shown at target): 2,110 (2022), 1,558 (2023), 2,998 (2024) with aggregate market value $151,452 .
- No stock options outstanding; Civeo has not issued options since its 2014 spin .
| Award (as of 12/31/2024) | Units | Market value @ $22.72 |
|---|---|---|
| Phantom units (2022 grant; vests 2/25/23–2/25/25) | 2,110 | $47,939 |
| Phantom units (2023 grant; vests 2/23/24–2/23/26) | 3,116 | $70,796 |
| Phantom units (3/2/2024 grant; vests 2025–2027) | 5,565 | $126,437 |
| Phantom units (6/11/2024 grant; vests 2025–2027) | 3,289 | $74,726 |
| Performance shares (2022 cycle; vested 2/25/2025) | 2,110 | $47,939 |
| Performance shares (2023 cycle; vests 2/23/2026) | 1,558 | $35,398 |
| Performance shares (2024 cycle; vests 3/2/2027) | 2,998 | $68,115 |
Ownership/selling pressure considerations:
- Phantom units are cash-settled; performance shares may be cash- or share-settled at Committee discretion, which can reduce forced share sales upon vesting .
Employment Terms
- Executive agreement: Brewer was not party to an executive or change-in-control (CoC) agreement as of 12/31/2024; he entered into an agreement effective April 2, 2025. It is similar to other executive agreements but provides no severance payments outside a CoC context .
- CoC framework (company standard): Double-trigger required (transaction plus qualifying termination) for cash severance and full equity vesting; outside CoC, cash severance typically equals one year’s base salary plus target bonus for certain executives (terms summarized for other NEOs; Brewer’s new agreement is “similar” but specifics not disclosed in the proxy) .
- Equity on CoC: All equity vests upon qualifying termination during the CoC protection period; performance share payouts determined pro rata based on performance through CoC date with payment post-period subject to continued employment or qualifying termination .
- Clawback: Company maintains a Dodd-Frank-compliant clawback policy for incentive compensation after any accounting restatement .
- Insider trading controls: Pre-clearance required; strict prohibitions on hedging, pledging, and short sales .
- Section 16 compliance: One late Form 4 by Brewer related to a promotion-linked phantom share grant (cash-settled) was disclosed .
Investment Implications
- Pay-for-performance alignment: 2024 LTIP skewed to performance (60% PSUs) with rigorous, multi-year metrics (3-year EBITDA growth and relative TSR), negative TSR cap, and a 2022 cycle payout at 65.2%—all supportive of alignment and risk moderation .
- Selling pressure/overhang: Brewer’s unvested time-based awards total ~$320k and performance awards ~$151k at 12/31/2024; phantom units are cash-settled and PSUs can be cash-settled, tempering near-term secondary selling pressure on shares .
- Retention risk: New executive agreement effective April 2, 2025 (no non-CoC severance) aligns retention to continuity through strategic events; double-trigger CoC equity acceleration provides protection in a transaction scenario while discouraging voluntary turnover absent CoC .
- Governance/owner alignment: Executives are in compliance with stock ownership guidelines; hedging/pledging prohibitions and a formal clawback enhance alignment. Say-on-Pay support (96.7% in 2024) indicates broad investor acceptance of pay design .
- Company performance context: Despite a cyclical backdrop (2024 Adjusted EBITDA $79.9M; CFOps $84M; net leverage 0.5x), Australia strength and capital returns (64% of FCF) underpin long-term incentives tied to multi-year earnings and TSR, providing transparent scorecards for evaluating Brewer’s stewardship in the controllership/CAO remit .