Timothy Wall
About Timothy O. Wall
Independent director at Civeo Corporation (CVEO); age 63; director since 2017. Former President, Kitimat LNG Upstream Operations within APA Corporation; current President & CEO of Cycle Petroleum, LLC (since 2016). Petroleum engineer with deep operating experience in Australia and Canada, work with First Nations partners, and continuing board education including cybersecurity oversight training. B.S. in Petroleum Engineering, Texas A&M University. Committees: Environmental, Social, Governance & Nominating (ESGNC) and Finance & Investment Committee (FIC). Independence: Board determined Wall is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| APA Corporation (Apache Canada Limited) | President, Apache Canada Limited | 2009–2013 | Led Canadian upstream operations; engaged with First Nations partners |
| APA Corporation (Apache Kitimat Limited) | President | 2013–2015 | Led LNG upstream development for Kitimat |
| APA Corporation (Apache Energy Limited, Western Australia) | Managing Director | 2005–2009 | Australia operations leadership |
| APA Corporation (various roles) | Corporate Officer & Regional VP; positions in US, PRC, Scotland | 1990–2005 | International upstream experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cycle Petroleum, LLC | President & CEO | 2016–present | Energy advisory firm leadership |
| Canadian Association of Petroleum Producers (CAPP) | Director (prior) | Not disclosed | Industry association governance |
| Australian Petroleum Production & Exploration Association (APPEA) | Director (prior) | Not disclosed | Industry association governance |
| Australian Mines and Metals Association (AMMA) | Director (prior) | Not disclosed | Industry association governance |
Board Governance
- Committee assignments: Member, ESGNC and FIC; not a chair. ESGNC held 5 meetings; FIC held 2 meetings in 2024.
- Independence: Board determined all directors except CEO are independent, including Wall. Separate Chair and CEO structure; independent Chair leads executive sessions.
- Attendance: Board met 6 times in 2024; Audit 7, Compensation 7, ESGNC 5, FIC 2. Each director attended 100% of board meetings; all committees 100% except one unnamed director at 87.5%. The proxy does not identify the exception.
- Executive sessions: Independent directors meet in executive session at board and committee meetings, presided by independent Chair or the independent committee chair.
- Risk oversight: ESGNC oversees independence/conflicts and governance; FIC oversees strategy/capital allocation; Audit oversees financial reporting and cybersecurity; Compensation oversees executive pay and succession.
Fixed Compensation (Director Pay Structure and Actuals)
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $75,000 | |
| Annual equity retainer | $125,000 restricted share award; vests annually (or deferred shares with settlement at separation) | |
| Chair of the Board retainer | $85,000 (50% cash, 50% shares) | |
| Committee chair cash retainers | Audit $27,500; Compensation $23,000; ESGNC $23,000; FIC $18,000 | |
| Committee member cash retainers | Audit $18,000; Compensation $13,000; ESGNC $13,000; FIC $13,000 |
| Director | Fees Earned (Cash) | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| Timothy O. Wall | $101,000 | $125,012 | $226,012 |
- 2024 director compensation components “remained unchanged from 2023” levels.
Performance Compensation (Director)
| Element | Performance Metrics | Vesting/Terms |
|---|---|---|
| Annual director equity retainer | None disclosed for directors; awards are time-based restricted shares (or deferred shares) | Vests annually (or settles at separation for deferred shares) |
Directors do not receive options or performance-conditioned equity; no director meeting fees disclosed.
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | Proxy biography lists no current public company directorships for Wall. |
Expertise & Qualifications
- 35+ years upstream oil & gas leadership across North America and Australia; First Nations engagement; regulatory familiarity in Canada/Australia.
- Petroleum engineering education (Texas A&M); continuing board education including cybersecurity oversight training.
- Brings HSE, operations, international, and customer-industry knowledge aligned with Civeo’s commodity-exposed hospitality services footprint.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 36,859 | As of March 17, 2025; <1% of outstanding shares |
| Ownership % of outstanding | <1% | Total shares outstanding 13,549,417 |
| Unvested restricted shares (12/31/2024) | 5,051 | Unvested restricted shares; not marked deferred for Wall |
| Ownership guidelines (target) | 14,205 shares | 5x annual retainer; directors counted restricted/deferred shares toward guideline |
| Current holdings vs target | 36,859 vs 14,205 (in compliance) | All non-employee directors in compliance as of 3/17/2025 |
| Hedging/pledging | Prohibited | No hedging, pledging, short sales or options trading by directors |
Signals, Conflicts, and Risk Indicators
- Related-party transactions: None required to be disclosed since the beginning of last fiscal year; robust related-party review and approval procedures under ESGNC.
- Insider trading and hedging policy: Strict prohibitions on hedging, pledging, short sales, and derivative transactions; pre-clearance required for trades.
- Section 16 compliance: Company states all directors complied timely in 2024; late filings only by Brewer and Fraser due to phantom share grants; no issues noted for Wall.
- Say-on-Pay: 96.7% approval at 2024 AGM, indicating strong shareholder support for compensation governance.
- Board structure: Declassification phase-in to annual elections by 2027; separate Chair/CEO—enhancing accountability.
Governance Assessment
- Board effectiveness: Wall’s dual membership on ESGNC and FIC aligns with his governance and capital allocation experience; committees met regularly (ESGNC 5; FIC 2), supporting oversight cadence.
- Independence and alignment: Independent status, robust ownership (36,859 shares) exceeding guideline target, and prohibition of hedging/pledging support investor alignment.
- Attendance and engagement: Board and committees show high attendance overall; one unnamed director at 87.5% for committee meetings—no attribution to Wall in proxy.
- Conflicts: No related-party transactions disclosed; ESGNC oversight of independence and conflicts reduces risk; no pledging or hedging allowed.
- RED FLAGS: None identified specific to Wall in proxy. General caution: one director’s committee attendance shortfall (unnamed).
Appendix: Committee Assignments Snapshot (2024)
| Committee | Chair | Members | Meetings |
|---|---|---|---|
| ESGNC | Charles Szalkowski | Montelongo, Navarre, Wall | 5 |
| Finance & Investment | C. Ronald Blankenship | Grewal, Lambert, Wall | 2 |
| Audit | Constance B. Moore | Blankenship, Grewal, Szalkowski | 7 |
| Compensation | Martin A. Lambert | Montelongo, Moore | 7 |
All facts above are sourced from Civeo’s 2025 DEF 14A proxy statement.