Charles Szalkowski
About Charles Szalkowski
Independent director of Civeo since 2014; age 76. Former Partner and General Counsel at Baker Botts L.L.P. (1975–2012). CPA (1971); J.D. and M.B.A. from Harvard; B.S. in Accounting and B.A. in economics and political science from Rice University. Current committee roles: Chair of Environmental, Social, Governance & Nominating (ESGNC) Committee; member of the Audit Committee; determined independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Botts L.L.P. | Partner and General Counsel | 1975–2012 | Firm-wide legal leadership; corporate governance advisory to public companies and boards |
| — | Certified Public Accountant | 1971 | Financial training foundational to audit/finance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rice University Board of Trustees | Emeritus Trustee | Not specified | Previously chaired the Board’s Audit Committee and served on Compensation Committee |
| Aviation museum (non-profit) | Board member | Current | Non-profit governance experience |
Board Governance
- Independence: The board determined all directors except the CEO are independent, including Szalkowski.
- Committee assignments: Chair, ESGNC (5 meetings in 2024); Member, Audit (7 meetings in 2024). ESGNC oversees director independence, conflicts, board/committee composition, annual evaluations, and ESG strategy. Audit oversees financial reporting, internal controls, compliance, litigation, cybersecurity/AI risk, and succession of accounting/finance personnel.
- Financial expertise: Board determined Szalkowski is financially literate with accounting or related financial management expertise; audit committee financial expert designation applies to Blankenship, Grewal, and Moore (not Szalkowski).
- Attendance: In 2024 the board held six meetings; each director attended 100% of board meetings. Directors attended 100% of assigned committee meetings except one director (87.5%); names not disclosed. All directors attended the 2024 AGM.
- Governance practices: Separate Chair/CEO; declassification phased in by 2027; prohibition on hedging, pledging, and short sales; robust stock ownership guidelines; independent comp consultant; double-trigger change-in-control; annual board/committee/individual evaluations; ESG oversight assigned to ESGNC.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $75,000 | Standard non-employee director retainer |
| ESGNC Chair Retainer | $23,000 | Committee chair fee |
| Audit Committee Member Retainer | $18,000 | Committee member fee |
| Total Cash Fees (2024) | $116,000 | Reported in director compensation table |
Performance Compensation
| Equity Component | Grant Value | Instrument | Vesting |
|---|---|---|---|
| Annual Equity Retainer | $125,000 | Restricted shares (or deferred shares by election) | Vest on earlier of 1 year from grant or next AGM; subject to continued service |
| Stock Awards (2024 actual) | $125,012 | Restricted share award | Aggregate grant date fair value under ASC 718 |
| Unvested Restricted Shares (12/31/2024) | 5,051 shares | Unvested as of year-end | As disclosed for Szalkowski |
- Directors do not receive stock options or performance share awards; director equity is time-based and not tied to performance metrics.
Other Directorships & Interlocks
| Type | Company/Organization | Role | Notes |
|---|---|---|---|
| Current public company boards | — | — | None disclosed in CVEO’s proxy |
| Prior public company boards | — | — | None disclosed for Szalkowski |
| Non-profit/academic | Rice University | Emeritus Trustee | Prior audit and compensation committee roles |
| Non-profit | Aviation museum | Board member | Current |
Expertise & Qualifications
- Extensive corporate governance expertise from decades advising public company boards; legal and compliance background as firm GC; CPA credential enhances financial literacy.
- ESGNC leadership experience; oversees board independence, conflicts, composition, evaluations, and ESG strategy.
- Financially literate with accounting/financial management expertise; not designated as audit committee financial expert.
- Education: J.D. and M.B.A. (Harvard); B.S. Accounting and B.A. Economics/Political Science (Rice).
Equity Ownership
| Metric | Value | Date/Notes |
|---|---|---|
| Target Ownership (shares) | 21,552 | 5x annual cash retainer guideline (counting unvested/deferred shares) |
| Current Holdings (shares) | 44,842 | As of March 17, 2025; in compliance with guidelines |
| Ownership Guideline Compliance | Yes | All non-employee directors in compliance as of 3/17/2025 |
| Unvested Restricted Shares | 5,051 | As of 12/31/2024 |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging, pledging, short sales, and options/derivatives |
Insider Trades
| Date | Type | Shares | Description/Notes |
|---|---|---|---|
| May 14, 2025 (filed May 15, 2025) | Acquisition (Non-Open Market) | Not specified in excerpt | Restricted common share award under the Amended and Restated 2014 Equity Participation Plan (annual director grant) |
Governance Assessment
- Positive signals:
- Independence, strong attendance, and leadership as ESGNC Chair; ESGNC’s remit includes independence/conflict oversight and annual board/committee/member evaluations—supports board effectiveness.
- Financial literacy with accounting/finance expertise; service on Audit Committee during a period of enhanced cybersecurity oversight.
- Ownership alignment: exceeds stock ownership guideline; ongoing restricted equity; prohibition on hedging/pledging reduces misalignment risk.
- No related-party transactions requiring disclosure since last fiscal year; robust related-party review processes under Code of Conduct.
- Broader investor support context: 96.7% 2024 Say-on-Pay approval (reflects compensation governance environment).
- Watch items:
- Long tenure and age (76) necessitate continued refreshment; board has added two new directors in last five years and is declassifying by 2027—mitigates entrenchment risk.
- Not designated as “audit committee financial expert” (others on Audit hold that designation); however, financial literacy and committee structure provide coverage.
Overall, Szalkowski’s independence, ESGNC chair role, audit experience, and ownership compliance support investor confidence, with minimal conflict indicators and solid governance practices in place.