Martin Lambert
About Martin A. Lambert
Independent director at Civeo since 2014 (age 69), Lambert serves as Chair of the Compensation Committee and a member of the Finance and Investment Committee. He is the former CEO of Swan Hills Synfuels LP (2008–2014), a founder/managing director of Matco Capital Ltd. (since mid‑2002), and previously a partner (1987–2007) and CEO (1996–2000) of Bennett Jones LLP; he holds an LLB from the University of Alberta. The board affirms his independence under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Swan Hills Synfuels LP | Chief Executive Officer | Nov 2008 – Jul 2014 | Led energy conversion company operations |
| Matco Capital Ltd. | Founder & Managing Director | Since mid‑2002 | Energy-focused private equity investing |
| Bennett Jones LLP | Partner; Chief Executive Officer | Partner: Mar 1987 – Mar 2007; CEO: 1996–2000 | Led major Canadian law firm; deep Canadian legal expertise |
External Roles
| Organization | Capacity | Tenure | Notes |
|---|---|---|---|
| Oil States International, Inc. | Director (prior) | Feb 2001 – May 2014 | Predecessor/affiliate to Civeo before spin (historical tie) |
| Calfrac Well Services Ltd. | Director (prior) | Mar 2004 – May 2010 | Canadian oilfield services board experience |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Lambert is independent (NYSE standards) |
| Committee assignments (2024) | Compensation Committee – Chair (7 meetings); Finance & Investment Committee – Member (2 meetings) |
| Board structure | Independent Chair separate from CEO; board declassifying (Lambert re‑elected to 1‑year term in 2025 as Class II) |
| Attendance | Each director attended 100% of board meetings; committee attendance was 100% for all directors except one at 87.5% (individual not specified) |
| Executive sessions | Independent directors meet in executive session generally at each board and committee meeting |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Non-employee director retainer |
| Committee chair retainer – Compensation | $23,000 | Applies as Chair of Compensation Committee |
| Committee member retainer – Finance & Investment | $13,000 | Member fee |
| Total fees earned (cash) – Lambert (2024) | $111,000 | Matches reported “Fees Earned or Paid in Cash” |
| Annual equity retainer (grant-date fair value) – Lambert (2024) | $125,012 | Time-based restricted shares; standard value $125,000 |
| Total director compensation – Lambert (2024) | $236,012 | Cash + equity fair value |
| Unvested restricted/deferred shares at 12/31/24 | 5,051 (deferred) | Deferred shares settle on separation from service |
Director equity awards vest on the earlier of one year from grant or the next annual meeting, subject to continued service.
Performance Compensation (Director)
| Performance metric | Applies to directors? | Lambert-specific detail |
|---|---|---|
| Performance-conditioned equity or cash metrics | No | Director equity is time-based (restricted/deferred shares) with service-based vesting only |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company directorships | None disclosed for Lambert in the 2025 proxy |
| Prior public company directorships | Oil States International, Inc. (2001–2014); Calfrac Well Services Ltd. (2004–2010) |
| Related-party / interlocks | Company states no related-party transactions requiring disclosure since prior fiscal year; board has formal related-party approval procedures |
Expertise & Qualifications
- Canadian legal expertise (LLB, University of Alberta) with extensive governance and energy industry experience; former CEO and law firm chief executive .
- Compensation governance leadership as Compensation Committee Chair; committee comprised solely of independent directors .
- Finance and strategy oversight via Finance & Investment Committee membership .
- Board governance practices include prohibition on hedging/pledging and robust stock ownership guidelines for directors .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (3/17/2025) | 60,157 common shares (less than 1%) |
| Shares outstanding reference | 13,549,417 common shares as of 3/17/2025 (used by company for % calculations) |
| Ownership guidelines (non-employee directors) | 5x annual retainer; unvested and deferred shares count toward guideline |
| Compliance status (3/17/2025) | Target: 21,552 shares; Current holdings: 60,157; Status: Yes (in compliance) |
| Unvested/deferred shares (12/31/2024) | 5,051 deferred shares (to be settled upon separation) |
| Hedging/pledging | Prohibited for directors (no hedging, pledging, short sales, or derivatives) |
Insider Trades (last 24 months)
| Filing date | Transaction date | Type | Security | Notes |
|---|---|---|---|---|
| 2025-05-15 | 2025-05-14 | A (Award/Grant) | Restricted common shares | Form 4 reports a restricted common share award under the Amended & Restated 2014 Equity Participation Plan that vests on the earlier of one year from grant or the next AGM |
Note: Attempt to fetch comprehensive Form 4 history programmatically was unsuccessful due to an API authentication error; above entries are sourced directly from public SEC Form 4 links.
Compensation Committee Analysis
| Aspect | Detail |
|---|---|
| Committee composition | Martin A. Lambert (Chair); Michael Montelongo; Constance B. Moore – all independent |
| Meetings (2024) | 7 meetings |
| Consultant | Mercer LLC engaged as independent compensation consultant to the Committee |
| Consultant independence | Committee reviewed and found no conflicts; 2024 fees disclosed (comp consulting $115,947; separate benefits consulting paid via commissions $160,693 aggregate) |
| Say‑on‑Pay result (2024 AGM) | 96.7% approval; Committee considered strong support and made no specific program changes as a result |
Director Compensation Structure (Context)
| Component | Amount |
|---|---|
| Annual cash retainer (non-employee) | $75,000 |
| Annual equity retainer (non-employee) | Restricted share award valued at $125,000; vests on the earlier of one year or the next AGM |
| Committee chair retainers | Audit $27,500; Compensation $23,000; ESG&N $23,000; Finance & Investment $18,000 |
| Committee member retainers | Audit $18,000; Compensation $13,000; ESG&N $13,000; Finance & Investment $13,000 |
Governance Assessment
- Positive indicators: Independent status; chair of a fully independent Compensation Committee; robust director ownership guidelines (Lambert at ~2.8x target holdings by share count); hedging and pledging prohibited; no related-party transactions disclosed; strong Say‑on‑Pay support (96.7%) under his committee’s oversight; board/committee structure and risk oversight clearly defined.
- Attendance: Company disclosed 100% attendance at board meetings by each director and near‑perfect committee attendance (all directors 100% except one at 87.5%; individual not specified).
- Compensation alignment: Director pay is a balanced cash/equity mix with equity vesting based on service (no performance metrics for directors), aligning incentives to shareholder value via ownership. Lambert’s 2024 mix was ~$111k cash and ~$125k equity (grant-date fair value).
- RED FLAGS: None disclosed—no related-party transactions, no pledging, no hedging, no option repricings, and strong shareholder support for executive pay. Continue to monitor insider purchases versus routine equity awards and ongoing committee effectiveness.
Additional context: Civeo engaged with shareholders representing >53% of outstanding shares in 2024 on operations, strategy, and executive compensation matters.