Richard Navarre
About Richard A. Navarre
Richard A. Navarre (age 64) is the independent Chairman of the Board of Civeo and has served as a director since 2014. He is a Certified Public Accountant with a B.S. in Accounting from Southern Illinois University–Carbondale and brings 40+ years of international operating, finance, and governance experience across energy and natural resources; at Civeo he serves on the Environmental, Social, Governance & Nominating (ESGNC) Committee . The board has determined he is independent under NYSE listing standards, and independent directors meet in executive session generally at each board and committee meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covia Corporation | President & CEO | May 2019 – May 2021 | Led a minerals and materials solutions provider through industry cycle; public-company CEO credentials |
| Independent Strategic Advisor | Advisor to investment firms and energy industry | 2012 – 2019 | Strategic planning and governance advisory across energy markets |
| Peabody Energy Corporation | President of the Americas; President & Chief Commercial Officer; EVP Corporate Development; CFO | 1993 – 2012 | Executive leadership across five continents; deep coal/energy operations, finance, and commercial strategy |
External Roles
| Company | Role | Committees |
|---|---|---|
| Core Natural Resources (NYSE:CNR) | Board Chair and Independent Lead Director | Chair, Nominating, Governance & Personnel; Member, Compensation Personnel |
| Natural Resource Partners LP (NYSE:NRP) | Independent Director | Chair, Conflicts; Member, Audit; Compensation; Nominating & Governance |
| Southern Illinois University–Carbondale (College of Business & Analytics) | Board of Advisors; Hall of Fame | Governance/industry engagement |
Board Governance
- Independence: The board determined all directors except the CEO are independent; Navarre is independent and serves as Chair of the Board .
- Committee assignment: Member, Environmental, Social, Governance & Nominating (ESGNC) Committee; the ESGNC held 5 meetings in 2024 (Chair: Charles Szalkowski) .
- Board and committee engagement: In 2024, the Board met 6 times; Audit 7; Compensation 7; ESGNC 5; Finance & Investment Committee 2. Each director attended 100% of Board meetings; each attended 100% of their committee meetings except one director who attended 87.5% (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 applicable Committee Chair .
- Practices: Declassification of the board phased in through 2027; prohibition on hedging/pledging; robust stock ownership guidelines; annual board/committee/director self-evaluation; ESG oversight assigned to ESGNC .
| Governance Engagement Metric | 2024 Count |
|---|---|
| Board meetings | 6 |
| Audit Committee meetings | 7 |
| Compensation Committee meetings | 7 |
| ESGNC Committee meetings | 5 |
| Finance & Investment Committee meetings | 2 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Non-employee director cash retainer |
| Chair of the Board retainer (cash portion) | $42,500 | Chair retainer $85,000 split 50% cash / 50% shares; cash portion shown here |
| ESGNC Committee member retainer (cash) | $13,000 | Committee member retainer for ESGNC |
| Total cash fees (Navarre) | $130,500 | 2024 actual cash fees reported |
| Annual equity retainer (restricted shares) | $125,000 | Annual restricted share award; vests on earlier of 1 year or next AGM; can be deferred until separation |
| Chair of the Board retainer (share portion) | $42,500 | Included within Navarre’s 2024 stock awards; vesting aligned with annual meeting |
| Total stock awards (Navarre) | $167,508 | 2024 aggregate grant-date fair value (ASC 718) |
| Total (Navarre) | $298,008 | Cash + stock awards for 2024 |
As of December 31, 2024, Navarre had 6,768 unvested restricted shares outstanding; some directors elect deferral until separation from service (deferred shares vest on same schedule) .
Performance Compensation
- No director-specific performance-based compensation (e.g., PSUs or options tied to metrics) is disclosed for non-employee directors; director equity compensation is structured as time-based restricted shares/deferred shares with annual vesting aligned to service, not to financial or TSR goals .
- Civeo’s performance metrics (used for executives, not directors) include relative TSR, EBITDA growth, TRIR, and cash flows; directors’ retainers are not tied to these metrics .
| Director Performance Metrics | Disclosure |
|---|---|
| Performance-linked pay for directors | None disclosed (time-based equity only) |
Other Directorships & Interlocks
| External Board | Sector Overlap with Civeo | Potential Interlock/Conflict Considerations |
|---|---|---|
| Core Natural Resources (NYSE:CNR) | Natural resources | Industry adjacency; no related-party transactions disclosed at Civeo; independence affirmed by Civeo board |
| Natural Resource Partners LP (NYSE:NRP) | Coal/minerals royalty & interests | Overlapping sector exposure; Navarre chairs NRP Conflicts Committee; Civeo disclosed no related-party transactions since last fiscal year |
Civeo’s proxy states there were no transactions requiring disclosure under Item 404(a) and outlines rigorous related-party review/approval processes (ESGNC oversight, independence checks) .
Expertise & Qualifications
- CPA; B.S. Accounting (Southern Illinois University–Carbondale) .
- Executive leadership across finance, operations, corporate development, and commercial roles in energy and mining; public company CEO/CFO experience; international operations across five continents .
- Governance acumen: independent board chair; committee service on ESGNC at Civeo; chairs conflicts committee at NRP; chairs nominating/governance at CNR .
Equity Ownership
| Measure | Value |
|---|---|
| Shares outstanding (record date) | 13,549,417 (March 17, 2025) |
| Navarre current holdings (shares) | 58,635 (includes unvested/deferred counted for guideline) |
| Unvested restricted shares (Dec 31, 2024) | 6,768 |
| Ownership guideline | 5× annual retainer; counted: unvested and deferred shares |
| Compliance status | In compliance; holdings exceed target (21,552 target vs 58,635 current) |
| Ownership as % of shares outstanding | ~0.43% (58,635 / 13,549,417) |
Note: Civeo prohibits hedging, pledging, short sales, and options trading in company securities by directors and officers .
Insider Trades (Form 4)
| Filing Date | Type | Description |
|---|---|---|
| May 15, 2025 | Award | Restricted common share portion of annual director retainer under Civeo’s Amended & Restated 2014 Equity Participation Plan |
| May 17, 2024 | Award | Restricted common share portion of annual director retainer under Civeo’s Amended & Restated 2014 Equity Participation Plan |
Governance Assessment
- Board effectiveness and engagement: Independent Chair; robust meeting cadence; 100% board attendance; executive sessions at each meeting; ESG oversight assigned to ESGNC. These are positive signals for oversight quality .
- Alignment and incentives: Director equity retainer plus stringent stock ownership (5× retainer) with full compliance; prohibition on hedging/pledging; time-based equity grants encourage long-term alignment without short-term risk incentives .
- Independence & conflicts: Independence affirmed; no related-party transactions disclosed; ESGNC oversees conflicts and independence annually. External roles at CNR and NRP are in adjacent sectors, but no Civeo-related transactions disclosed; continued monitoring of sector interlocks is prudent given overlapping industry exposure .
- Shareholder feedback: Say-on-Pay approval in 2024 was 96.7% (advisory) indicating strong investor support for compensation design; management engaged holders representing >53% of shares in 2024, supporting governance responsiveness .
RED FLAGS to monitor
- Sector interlocks: External directorships at NRP and CNR create overlapping industry exposure; while no related-party transactions are disclosed, monitor for any evolving business ties that could trigger Item 404(a) or independence concerns .
- Attendance variance: One unspecified director had 87.5% committee attendance; although Navarre’s overall board attendance was 100%, continued tracking of committee-level participation remains a good practice .