Civeo Corp. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Civeo Corporation on May 7, 2015, reporting events occurring on May 4, 2015. The filing discloses the execution of an Executive Agreement with Frank C. Steininger, the Company's Senior Vice President, Chief Financial Officer, and Treasurer.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margin, debt, or liquidity figures. This report focuses exclusively on executive compensation arrangements and does not contain financial performance data.
Material Changes
The material change reported is the formalization of severance and compensation terms for the CFO under a new three-year Executive Agreement. Key provisions include:
- Change of Control Severance: If terminated without Cause or for Good Reason within 18 months of a Change of Control, Mr. Steininger receives a lump sum equal to two times his annual base salary plus target annual bonus.
- Equity Acceleration: Upon qualifying termination, all restricted stock and equity awards vest, and all options become exercisable (expiring 90 days post-release period).
- Benefits: Includes up to 24 months of health benefits, full vesting of 401(k) and deferred compensation, and outplacement services capped at 15% of annual base salary.
- Standard Termination: If terminated without Cause outside the Change of Control window, the severance is one times the sum of base salary and target bonus, with 12 months of health benefits and pro-rated equity vesting.
- Golden Parachute Protection: Payments are structured to maximize net after-tax value, either by reducing payments to avoid Section 4999 excise tax or paying in full.
Guidance, Risks, and Contingencies
The filing does not contain financial guidance or outlook. The primary contingency is the potential payout of significant severance benefits triggered by a Change of Control or specific termination events. Mr. Steininger is required to execute a release of claims and agree to a 12-month non-compete clause to receive these benefits.
Investor Verification Checklist
- Review the full text of the Executive Agreement (Exhibit 10.1) for specific definitions of "Cause," "Good Reason," and "Change of Control."
- Verify Mr. Steininger's current annual base salary and target bonus to estimate potential severance liabilities.
- Assess the impact of the 12-month non-compete restriction on the Company's ability to hire replacement talent.
- Confirm the current status of Mr. Steininger's equity awards to understand the potential dilution or expense acceleration upon termination.