Jay Grewal
About Jay K. Grewal
Independent director at Civeo since 2021; age 65; former President & CEO of Manitoba Hydro (2019–2024) and Northwest Territories Power Corporation (2017–2019). Education: BA (Honors) University of British Columbia and MBA (Finance) Richard Ivey School of Business, University of Western Ontario; recognized with Women in Infrastructure Outstanding Leader (2023) and Chatelaine Woman of the Year (2019). Core credentials: multi-sector executive leadership (utilities, mining, consulting, capital markets), cybersecurity engagement at national levels, and audit/financial literacy (designated audit committee financial expert) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Manitoba Hydro | President & CEO | Feb 2019–Feb 2024 | Led one of Canada’s largest integrated electric and gas utilities; major U.S. exporter |
| Northwest Territories Power Corporation | President & CEO | 2017–2019 | Oversight in a remote, regulated utility environment |
| Capstone Mining Corporation | SVP Strategy & Corporate Development | 2011–2014 | Strategy and corporate development for a global copper miner |
| Accenture Inc. (British Columbia) | Senior Executive Resources & Managing Director | 2006–2010 | Large-scale operations/consulting leadership |
| BC Hydro | CFO, Chief Compliance Officer, Director Business Development | 2006–2010 | Finance, compliance, and growth roles at major utility |
| CIBC World Markets | Corporate finance & capital markets roles | 1996–2000 | Capital markets experience |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Canadian Electricity Association | Board member; Chair | Industry association leadership |
| Edison Electric Institute | Board-level participation | Cross-border industry engagement |
| Canadian Gas Association | Board-level participation | Gas industry governance |
Board Governance
- Independence: Board determined all directors other than CEO are independent, including Grewal .
- Committees: Member, Audit Committee (7 meetings in 2024); designated audit committee financial expert; oversees financial reporting, internal controls, litigation/cyber/AI risks; quarterly cybersecurity updates . Member, Finance & Investment Committee (2 meetings in 2024); advises on strategy, capital allocation, debt, return of capital .
- Attendance and engagement: Board held 6 meetings in 2024; committees held 7 (Audit), 7 (Compensation), 5 (ESG&N), 2 (Finance & Investment). Each director attended 100% of board meetings; each attended 100% of their committee meetings except one director at 87.5%—individual-level attribution not disclosed. Independent directors meet in executive session generally at each meeting .
- Structure and leadership: Independent Chair; board declassification phasing to annual elections by 2027 .
- Conflict controls: Robust related-party review process; no related-party transactions requiring disclosure since start of last fiscal year .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer | $75,000 | $75,000 |
| Committee Member Fees (Audit) | $18,000 | $18,000 |
| Committee Member Fees (Finance & Investment) | $13,000 | $13,000 |
| Total Fees Earned or Paid in Cash (Reported) | $106,000 | $106,000 |
Notes: Chair premiums not applicable. No per-meeting fees disclosed. Cash totals reconcile to role-based fee structure .
Performance Compensation
| Equity Award Type | Grant Value | Vesting | Unvested/Deferred Shares |
|---|---|---|---|
| Annual restricted share award | $125,006 (2023) | Vests on earlier of one year from grant or next AGM; subject to continued service | 5,947 (aggregate unvested as of 12/31/2023; Grewal marked deferred) |
| Annual restricted share award | $125,012 (2024) | Vests on earlier of one year from grant or next AGM; subject to continued service | 5,051 (aggregate unvested as of 12/31/2024; Grewal marked deferred) |
- Directors at CVEO receive time-based restricted shares or deferred shares; no options or performance-based equity disclosed for directors. Vesting and deferral terms align with director service cycles .
Other Directorships & Interlocks
| Company/Entity | Type | Current Role |
|---|---|---|
| Canadian Electricity Association | Industry association | Board; Chair (association, not public company) |
| Edison Electric Institute | Industry association | Board participation |
| Canadian Gas Association | Industry association | Board participation |
No current public-company directorships besides CVEO disclosed in proxy; no supplier/customer interlocks or related-party transactions reported .
Expertise & Qualifications
- Audit and financial expertise; designated audit committee financial expert .
- Energy and infrastructure leadership; significant utility operations, regulatory and cross-border experience .
- Cybersecurity oversight: active participant in North American cyber tabletop exercises and confidential briefings; board engages in regular cybersecurity monitoring and breach simulations .
- International operations, HSE, and stakeholder engagement experience relevant to CVEO’s Australia/Canada footprint .
Equity Ownership
| Metric | March 18, 2024 | March 17, 2025 |
|---|---|---|
| Stock ownership guideline (5× annual retainer, measured in shares) | 17,084 shares | 17,084 shares |
| Current holdings (incl. unvested/deferred counted for guideline) | 16,436 shares; within grace period | 21,487 shares; in compliance |
| Compliance status | Yes* (grace period) | Yes |
| Unvested deferred shares | 5,947 as of 12/31/2023 | 5,051 as of 12/31/2024 |
| Shares outstanding (for % calc context) | 14,658,743 (record date 2024 AGM) | 13,549,417 (record date 2025 AGM) |
| Ownership as % of shares outstanding | ~0.112% (16,436/14,658,743) | ~0.159% (21,487/13,549,417) |
Policies: Hedging, pledging, short sales, and option transactions prohibited for directors; preclearance required for trades .
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Delinquent Section 16(a) reports (FY2024) | Company reports all directors timely; late filings occurred for two executives (Brewer, Fraser) due to phantom share grants; no director late filings named (implies none for Grewal) . |
Governance Assessment
- Board effectiveness: Grewal strengthens Audit oversight (financial expert) and F&I capital allocation oversight; relevant cyber risk experience enhances Audit Committee capabilities .
- Independence and alignment: Independent status; meets stock ownership guideline; equity retainer creates alignment without leverage/pledging risk (prohibited) .
- Attendance and engagement: Board-wide 100% attendance and strong committee participation in 2024; regular executive sessions support independent oversight .
- Compensation: Director pay level ($231k total in 2024) is modest with balanced cash/equity mix; annual equity is time-based—no performance metrics for directors; year-over-year mix stable (unchanged components from 2023) .
- Conflicts/related-party: No related-party transactions requiring disclosure; comprehensive conflict screening processes in place .
- Shareholder signals: Say-on-Pay support 96.7% in 2024; 2025 AGM votes showed strong support for director elections and Say-on-Pay by count (For 8.55M vs. Against 0.38M; Abstain 0.45M) .
RED FLAGS: None disclosed for Grewal. No pledging/hedging, no related-party exposures, and strong independence/committee credentials. The only minor data limitation is lack of director-specific attendance percentages—board-level data indicates robust engagement .
Appendix: Director Compensation Detail (Reported Totals)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $106,000 | $106,000 |
| Stock Awards (grant date fair value) | $125,006 | $125,012 |
| Total | $231,006 | $231,012 |