Constance Moore
About Constance B. Moore
Constance B. Moore, age 69, is an independent director of Civeo Corporation (CVEO) who has served on the board since 2014; she is Audit Committee Chair and a member of the Compensation Committee, and is designated an audit committee financial expert . She holds an MBA from UC Berkeley (Haas) and a bachelor’s degree from San Jose State University, and has 40+ years in real estate, including public company CEO and director experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BRE Properties, Inc. | President & CEO; previously President & COO; Director | CEO Jan 2005–Apr 2014; COO Jan–Dec 2004; Director Sep 2002–Apr 2014 | Led a public REIT; significant public company leadership and real estate operating experience . |
| Security Capital Group & Affiliates | Managing Director | Prior to joining BRE; Exec roles 1993–2002 | Held several executive positions; co‑chairman & COO of Archstone Communities Trust during 1993–2002 period . |
| National Association of Real Estate Investment Trusts (NAREIT) | Chair | 2009 | Industry leadership recognition . |
External Roles
| Company/Institution | Role | Tenure | Committees/Notes |
|---|---|---|---|
| TriPointe Homes (NYSE: TPH) | Director; Chair of Compensation Committee; Audit Committee member | Since Jul 2014 | Compensation chair; audit member . |
| Healthcare Realty Trust (NYSE: HR) | Director; Interim President & CEO | Director since Mar 2022; Interim CEO since Nov 2024 | Currently does not serve on standing committees while interim CEO . |
| Columbia Property Trust (NYSE: CXP) | Director; Chair of Board in 2021 | Nov 2017–Dec 2021 (acquired Dec 2021) | Board leadership; acquisition ended tenure . |
| Fisher Center for Real Estate & Urban Economics, UC Berkeley | Policy Advisory Board Chair | Current | Academic policy leadership . |
| Haas School of Business Advisory Board, UC Berkeley | Emeritus Member | Current | Governance advisory . |
| Urban Land Institute (ULI) | Governor & Lifetime Trustee | Current | Industry governance . |
| Bridge Housing Corp; San Jose State University Tower Board | Director | 2014–2024 (Bridge); 2007–2024 (SJSU Tower) | Nonprofit governance . |
Board Governance
- Independence: The board determined all directors except the CEO are “independent” under NYSE standards; Moore is independent .
- Committee assignments: Audit Committee Chair; Compensation Committee member; she is financially literate and qualifies as an audit committee financial expert .
- Meetings and engagement: In 2024, the board met 6 times; Audit Committee 7; Compensation Committee 7; ESG&N Committee 5; Finance & Investment Committee 2. The proxy reports 100% board meeting attendance by each director and 100% committee attendance for directors except one director who attended 87.5% of his/her committee meetings (individual not identified) .
- Executive sessions: Independent directors meet in executive session, generally at each board and committee meeting; sessions are presided over by the independent Chair or committee chairs .
- Risk oversight: Audit oversees financial reporting, internal controls, litigation, cyber/AI; Compensation oversees executive compensation and succession; ESG&N oversees independence, conflicts and governance; Finance & Investment oversees strategic financial policies .
- Hedging/pledging: Directors are prohibited from hedging, short sales, trading options/derivatives, and pledging or margining CVEO securities .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | Standard non‑employee director retainer . |
| Audit Committee Chair Cash Retainer | $27,500 | Chair fee . |
| Compensation Committee Member Cash Retainer | $13,000 | Member fee . |
| Total Fees Earned/Paid in Cash (2024) | $115,500 | As reported for Moore . |
| Meeting Fees | None disclosed | No per‑meeting fees disclosed . |
| Chair of the Board Retainer | Not applicable | Chair retainer applies to board chair only . |
Performance Compensation
| Component | Grant Value | Terms |
|---|---|---|
| Annual Equity Retainer (Restricted Shares or Deferred Shares) | $125,000 | Valued at grant‑date closing price; vests on earlier of one year from grant or next AGM; directors may elect deferred shares settling at separation from service . |
| Stock Awards (2024 reported value) | $125,012 | Aggregate grant date fair value under ASC 718 for Moore . |
| Options/PSUs | None disclosed for directors | Director equity is time‑based restricted shares/deferred shares; no options or performance share units disclosed for directors . |
Other Directorships & Interlocks
- Current public company boards: TriPointe Homes (TPH) and Healthcare Realty Trust (HR) .
- Prior public boards: Columbia Property Trust (CXP, acquired Dec 2021) and BRE Properties, Inc. .
- Interlocks/conflicts: The proxy discloses no related‑party transactions requiring Item 404(a) disclosure since the beginning of the last fiscal year; ESG&N Committee oversees independence and conflicts .
- Consultant independence (compensation governance): Mercer advises the Compensation Committee on director compensation; the Committee assessed Mercer’s independence and found no conflicts in 2024 .
Expertise & Qualifications
- Audit committee financial expert; financially literate, with accounting/reporting insight .
- 40+ years’ real estate industry experience; public company CEO and public company director experience across multiple REITs and homebuilders .
- Education: MBA (UC Berkeley, Haas); bachelor’s degree (San Jose State University) .
- International, governance, and ESG experience through board roles and industry organizations .
Equity Ownership
| Metric | Value |
|---|---|
| Current Holdings (as of Mar 17, 2025) | 40,338 shares |
| Target Ownership (5× annual retainer) | 21,552 shares |
| Guideline Compliance | Yes |
| Unvested Restricted Shares (12/31/2024) | 5,051 shares |
| Shares Outstanding (Record Date, Mar 17, 2025) | 13,549,417 shares |
| Ownership as % of Shares Outstanding | ~0.30% (40,338 ÷ 13,549,417) |
| Hedging/Pledging Status | Prohibited by policy |
Governance Assessment
- Strengths: Independent director with deep real estate and public company governance expertise; Audit Chair and designated financial expert; strong engagement with board and committee activities in a board that reports 100% attendance at board meetings; robust anti‑hedging/anti‑pledging policy; and full compliance with stock ownership guidelines indicating alignment with shareholders .
- Compensation alignment: Director pay structure balanced between modest cash retainers and annual time‑based equity; no options or performance‑contingent equity for directors; use of an independent consultant for periodic benchmarking .
- Conflicts/related parties: No related‑party transactions disclosed for the period; ESG&N Committee and the Code of Conduct enforce conflict oversight .
- Watchpoints: Concurrent interim CEO role at Healthcare Realty Trust increases external time demands; CVEO’s nomination criteria explicitly consider number of other public boards and time/availability, mitigating risk through ongoing ESG&N oversight; the proxy notes one unidentified director had sub‑100% committee attendance (87.5%)—no indication this was Moore .
- Shareholder sentiment: Say‑on‑Pay approval in 2024 was 96.7%, supportive of CVEO’s compensation governance environment .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, or director‑specific attendance shortfalls; monitor time commitments due to interim CEO role elsewhere and continue to review cross‑company relationships though none are disclosed as related parties .