Michael Montelongo
About Michael Montelongo
Independent director of Civeo; age 69; director since 2021. President & CEO of GRC Advisory Services LLC; former Chief Administrative Officer/SVP Public Policy & Corporate Affairs and prior Chief Strategy Officer at Sodexo; former Assistant Secretary for Financial Management and CFO of the U.S. Air Force; Senior Lecturer at Harvard Business School; lifetime member of the Council on Foreign Relations. Education: B.S., West Point; M.B.A., Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Assistant Secretary for Financial Management and Chief Financial Officer | Aug 2001–Mar 2005 | Led federal financial management for USAF |
| Sodexo, Inc. | Chief Administrative Officer & SVP, Public Policy & Corporate Affairs | Jan 2008–Jul 2016 | Corporate administration, public policy; prior Chief Strategy Officer (Mar 2005–Jan 2008) |
| GRC Advisory Services LLC | President & Chief Executive Officer | Jul 2016–present | Board governance advisory |
| Harvard Business School | Senior Lecturer of Business Administration | Not disclosed | Teaches service operations; governance expertise |
| U.S. Army | Officer; Assistant Professor at West Point | Not disclosed | Taught economics/political science; line/staff assignments |
| Management consulting; telecom | Executive roles | Not disclosed | Strategy and corporate roles |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Conduent Incorporated (NASDAQ: CNDT) | Director | Not disclosed | Audit Committee Chair |
| Monarca (private) | Director | Not disclosed | Board member |
| National Association of Corporate Directors (NACD) | Director | Not disclosed | Board member |
| Harvard Business School | Senior Lecturer | Not disclosed | Faculty role |
| Council on Foreign Relations | Lifetime Member | Not disclosed | Member |
Board Governance
- Independence: Board determined Montelongo is independent under NYSE standards; all directors except the CEO are independent .
- Committee assignments at Civeo: Member, Compensation Committee (7 meetings in 2024); Member, Environmental, Social, Governance & Nominating (ESGNC) Committee (5 meetings in 2024) .
- Board leadership/structure: Independent Chair (Richard Navarre); separate Chair/CEO roles; declassification phased to complete by 2027 .
- Attendance/engagement: In 2024 the board met 6 times; committees met as above; “each director attended 100% of board meetings” and “each director attended 100% of committee meetings” except one director at 87.5% (not identified) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash fees (2024) | $101,000 | Fees earned/paid to Montelongo in 2024 |
| Annual equity retainer (2024 grant-date fair value) | $125,012 | Restricted shares (or deferred shares) vest annually |
| Total (cash + equity, 2024) | $226,012 | Sum of cash fees and stock awards |
Policy context and alignment:
- Non-employee director cash retainer: $75,000
- Committee member cash retainers: Compensation $13,000; ESGNC $13,000
- Given his two committee memberships, the policy amounts align to the $101,000 cash fees reported (75,000 + 13,000 + 13,000) .
Performance Compensation
Director equity structure (no performance metrics for directors):
- Annual equity retainer: restricted share award valued at $125,000, vests annually or at next AGM; directors may elect deferred shares; Montelongo’s 2024 stock award was $125,012 .
Company performance metrics overseen by the Compensation Committee (context for pay-for-performance oversight):
| Metric | Threshold | Target | Maximum | Actual 2024 | Notes |
|---|---|---|---|---|---|
| Consolidated AICP EBITDA (USD mm) | $75.4 | $88.6 | $119.7 | $81.1 | AICP EBITDA is adjusted EBITDA per plan |
| Canada AICP EBITDA (CAD mm) | $34.1 | $40.1 | $95.3 | $29.9 | Division metric for Canada |
| Australia AICP EBITDA (AUD mm) | $98.8 | $116.2 | $139.5 | $132.2 | Division metric for Australia |
| Global TRIR | 0.90 | 0.70 | 0.40 | 0.28 | Safety metric (lower is better) |
Additional LTIP oversight signals:
- 2022 performance share awards (3-year period ended 12/31/2024): cumulative operating cash flow payout 46.6% and relative TSR at 30th percentile payout 18.6%; total payout 65.2% of target .
- LTIP 2024 metrics: 70% weight to 3-year EBITDA growth vs preset 2026 EBITDA target; 30% relative TSR; TSR payouts capped at 100% if absolute TSR negative .
Other Directorships & Interlocks
- Public board: Conduent (Audit Chair) .
- No related-party transactions requiring disclosure since the start of last fiscal year; robust related-party review process administered by ESGNC and corporate secretary’s office .
- Hedging/pledging prohibited for directors; insider trading policy requires pre-clearance for designated insiders .
Expertise & Qualifications
- Governance: CEO of governance advisory firm; NACD board; Audit Chair at Conduent; HBS faculty .
- Finance: Former USAF CFO; strategic and corporate finance roles; governance/ESG oversight experience at Civeo .
- Industry: Hospitality exposure from Sodexo; service operations teaching .
- Education: B.S. West Point; M.B.A. Harvard Business School .
Equity Ownership
| Item | Value | As-of/Notes |
|---|---|---|
| Target ownership (shares) | 17,084 | Five times annual retainer policy; targets set when director becomes subject to guidelines |
| Current holdings (shares) | 21,487 | Count includes unvested restricted and deferred shares per guideline counting rules; as of Mar 17, 2025 |
| Compliance with guidelines | Yes | All non-employee directors in compliance as of Mar 17, 2025 |
| Unvested restricted/deferred shares (12/31/2024) | 5,051 (deferred) | Deferred shares settle upon separation from service |
Guideline/policy details:
- Directors must retain shares valued at 5x annual retainer; five-year compliance window; unvested and deferred shares count; all non-employee directors are in compliance .
Governance Assessment
- Strengths: Independent status; active roles on Compensation and ESGNC committees; board and committees meet regularly; strong director attendance culture; prohibition on hedging/pledging short sales/options; robust clawback policy compliant with Rule 10D-1; independent comp consultant (Mercer) with annual conflicts review; say-on-pay support at 96.7% in 2024 indicates investor confidence in pay structures .
- Alignment: Director share ownership guidelines met; annual equity retainer aligns directors with shareholder outcomes; no related-party transactions disclosed; ESG oversight assigned to ESGNC; declassification of board underway, improving accountability .
- Potential watch items: Extensive external commitments (Audit Chair at Conduent and other boards) can increase time demands; however, company reports strong attendance and no identified conflicts or related-party transactions .
- RED FLAGS: None identified in disclosures—no related-party transactions; hedging/pledging prohibited; no director option repricing; independent consultant with conflict safeguards; executive/change-in-control arrangements are double-trigger (shareholder-friendly) .