Bradley Dodson
About Bradley Dodson
Bradley J. Dodson, age 51, has served as President, Chief Executive Officer, and Director of Civeo since May 2014; he holds an MBA from The University of Texas at Austin and a BA in Economics from Duke University . Under his tenure, Civeo’s five-year TSR outperformed the PHLX Oil Service Sector Index (value of $100 invested: CVEO $156 vs peer $102 as of 2024; prior years: 2023 $151 vs $115; 2022 $201 vs $113; 2021 $124 vs $70; 2020 $90 vs $58) and the company generated $79.9M of Adjusted EBITDA in 2024 on ~$682M revenue, with deleveraging to 0.5x net leverage . In 2024, Civeo returned $44M (64% of free cash flow) to shareholders, achieved 23% revenue growth in Australia, and secured a 6-year A$1.4B contract, reflecting execution on safety, cash flow, and capital returns priorities .
Board service and governance: Dodson has been a director since 2014; he is not independent (as CEO), serves on no board committees, and the Chair role is separated and held by independent director Richard A. Navarre—mitigating dual-role concerns; board/committee attendance in 2024 was effectively 100% overall .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Civeo Corporation | President & CEO; Director | 2014–present | 2024 highlights: $84M CFOA; $44M capital returns (64% of FCF); Australia revenue +23%; net leverage 0.5x; secured 6-year A$1.4B services contract . |
| Oil States International | EVP, Accommodations (Dec 2013–May 2014); SVP/CFO/Treasurer (2010–2013); VP/CFO/Treasurer (2006–2010); VP Corporate Development (2003–2006); Director, Business Development (2001–2003) | 2001–2014 | Senior finance and accommodations leadership at former parent; M&A and financing expertise . |
| L.E. Simmons & Associates | Investment roles | 1998–2001 | Private equity experience in oilfield services . |
| Merrill Lynch & Co. | M&A Group | 1996–1998 | Investment banking foundation . |
External Roles
- No current external public company directorships disclosed for Mr. Dodson in the proxy .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (USD) | $750,000 | $750,000 | CEO base salary unchanged YoY . |
Performance Compensation
2024 Annual Incentive (AICP) – CEO
| Metric | Weight | Threshold | Target | Actual/Result | Payout |
|---|---|---|---|---|---|
| Consolidated AICP EBITDA | 80% | $75.4M | $88.6M | $81.1M (91.5% of budget) | $258,000 of CEO AICP |
| Safety – Global TRIR | 20% | 0.90 | 0.70 | 0.28 (max achievement) | $300,000 of CEO AICP |
| Total | 100% | — | — | — | $558,000 (74% of target) |
Notes:
- CEO AICP target opportunity: 100% of base salary; payout capped at 200%; pro rata scaling between threshold/target/max .
- 2024 safety overachievement: 200% payout factor globally (TRIR 0.28) .
2024 Long-Term Incentives (LTIP) – CEO
| Award Type | Grant Date | Units | Vesting | Performance Metrics | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Performance Share Awards | 3/2/2024 | 64,314 target | Cliff vest on 3rd anniversary | 70% 3-yr EBITDA growth vs 2026 target; 30% relative TSR; TSR leg capped at 100% if absolute TSR negative | $1,554,341 |
| Time-Based Phantom Units | 3/2/2024 | 42,875 | 1/3 annually over 3 years | N/A (time-based) | $1,004,990 |
| Total 2024 LTIP Value | — | — | — | — | $2,559,331 |
Program design and metrics:
- LTIP mix generally ≥50% performance-based for NEOs; no stock options granted; options repricing not permitted without shareholder approval .
- 2022 Performance Shares certified at 65.2% of target (46.6% CFOA; 18.6% relative TSR) for the 3-year period ending 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 249,932 shares (1.8% of outstanding 13,549,417) as of 3/17/2025 . |
| Executive Ownership Guideline Compliance | CEO target: 195,618 shares; current holdings: 437,744; status: compliant . |
| 2024 Shares Vested (CEO) | 115,239 shares vested in 2024 (value $2,590,450 at vest dates) . |
| Unvested Time-Based Phantom Units (12/31/2024) | 19,060 (2/25/2022 grant); 26,973 (2/23/2023 grant); 42,875 (3/2/2024 grant), each vesting 1/3 per year on stated anniversaries . |
| Unvested Performance Shares (12/31/2024) | 57,181 (2/25/2022; vested 2/25/2025); 40,459 (2/23/2023; vests 2/23/2026); 64,314 (3/2/2024; vests 3/2/2027) . |
| Options | None outstanding; company has not issued options since 2014 . |
| Hedging/Pledging | Prohibited for directors and officers; no pledging allowed; short sales and derivatives prohibited . |
| Post-vest Holding | NEOs must hold at least 50% of net vested shares for 12 months post-vesting . |
Insider selling pressure: While vesting events (e.g., annual third anniversaries and time-based tranches) create potential supply, policy-mandated one-year post-vest holding on 50% of net shares and anti-hedging/pledging restrictions moderate selling pressure .
Employment Terms
| Topic | Key Provisions |
|---|---|
| Employment Status | At-will; governed by Executive Agreement (evergreen 3-year term extending daily unless non-extended) . |
| Severance (Non-CIC) | Lump sum equal to one year base salary + target annual bonus; vesting acceleration applies per agreement (CEO receives full acceleration) . |
| Change-in-Control | Double-trigger; protection period: 24 months (CEO). Cash severance: 2x base salary + target annual bonus (CEO). Immediate vesting of all equity on qualifying termination during protection period; options exercisable for 90 days (no options outstanding) . |
| Benefits Continuation | Health benefits continuation: CEO up to 36 months depending on scenario . |
| Outplacement | Up to 15% of salary (cap per program) for set period post-termination . |
| Excise Tax Gross-Up | Legacy 280G excise tax gross-up applies only to Mr. Dodson’s agreement (inherited from 2006 Oil States agreement). No gross-ups for other NEOs . |
| Clawback | Dodd-Frank Rule 10D-1 compliant clawback for incentive-based compensation upon restatement (prior 3 completed fiscal years) . |
Quantified CEO payouts if terminated on 12/31/2024:
| Scenario | Cash Severance | Equity Acceleration (Unvested Awards) | Health Benefits (PV) | Outplacement | Total |
|---|---|---|---|---|---|
| Non-CIC Qualified Termination | $1,500,000 | $5,699,585 | $86,327 | — | $7,285,912 |
| CIC + Qualified Termination | $3,000,000 | $5,699,585 | $129,490 | $112,500 | $8,941,575 |
| Death/Disability | — | $5,699,585 | — | — | $5,699,585 |
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 – CVEO TSR | $90 | $124 | $201 | $151 | $156 |
| Value of $100 – Peer TSR (PHLX OSX) | $58 | $70 | $113 | $115 | $102 |
| Adjusted EBITDA ($M) | — | — | 116.6 | 106.5 | 79.9 |
| Net Leverage (x) | — | — | 1.1x | 0.6x | 0.5x |
2024 operating highlights: $84M cash flow from operations; $44M returned (repurchases and dividends); Australia +23% revenue; safety TRIR 0.28 (global); liquidity $202.2M at year-end .
Board Governance
- Board Service: Director since 2014; not on any committees .
- Independence and Leadership: All directors independent except CEO; independent Chair; executives regularly meet in executive sessions led by independent directors .
- Attendance: In 2024, board met 6x; committees met 7/7/5/2 times (Audit/Comp/ESG-Nom/Finance & Investment); directors attended 100% of board meetings and nearly all committee meetings .
- Committees: Compensation (Lambert, Chair; Montelongo; Moore), Audit (Moore, Chair), ESG-Nominating (Szalkowski, Chair), Finance & Investment (Blankenship, Chair) – all independent .
- Say-on-Pay: 96.7% approval in 2024 .
Compensation Structure Notes
- Mix and alignment: CEO target AICP 100% of salary; LTIP tilted toward PSAs (60% in 2024 grants), with robust performance metrics (relative TSR and 3-year EBITDA growth) and a negative-TSR cap on the TSR component .
- Policies: Prohibition on hedging/pledging/short sales/options trading; share ownership and 12-month post-vest holding policy; independent consultant (Mercer) with no conflicts; no excise gross-ups except CEO legacy; no single-trigger equity vesting; no options granted in 2024 .
Equity Ownership & Beneficial Holders Context
- CEO/directed group: Directors and officers as a group own 641,766 shares (4.7%) .
- Notable holders: Horizon Kinetics 22.6%; Engine Capital 9.4% (activist); TCW 5.5% .
Employment Terms (Additional)
- No related-party transactions disclosed; code of conduct and related-party procedures in place .
- Benefits: Standard 401(k) match; limited perquisites (generally none >$10k) .
Investment Implications
- Pay-for-performance alignment: AICP weighted 80% to EBITDA and 20% to safety; LTIP 70% to multi-year EBITDA growth and 30% relative TSR, with downside caps—favoring durable earnings and safety culture; 2024 CEO AICP paid 74% of target, driven by strong safety but below-target consolidated EBITDA, signaling discipline in payout calibration .
- Ownership alignment and selling pressure: CEO beneficial ownership (1.8%) and guideline holdings exceeding target, combined with anti-hedging/pledging and 12-month post-vest hold rules, support alignment and reduce near-term selling pressure despite sizable vesting events .
- Retention and change-in-control economics: Double-trigger CIC with 2x salary+target bonus and full equity acceleration for CEO, plus 36 months benefits, provide retention but also create potential event-driven value transfer; legacy excise tax gross-up is a modest governance red flag to monitor .
- Governance quality: Independent chair, fully independent committees, high attendance, strong say-on-pay, and no related-party transactions are positives; board is declassifying by 2027 and engages shareholders (53% outreach in 2024), which may help navigate activist engagement given notable holders .