Certain key employees and non-employee directors participate in the Amended and Restated 2014 Equity Participation Plan of Civeo Corporation (the Civeo Plan). The Civeo Plan authorizes our Board and the Compensation Committee of our Board to approve and grant awards of options, awards of restricted shares, performance awards, phantom share units and dividend equivalents, awards of deferred shares, and share payments to our employees and non-employee directors. No more than 3.0 million Civeo common shares are authorized to be issued under the Civeo Plan.

Share-based compensation expense recognized in the years ended December 31, 2023, 2022 and 2021 totaled $11.8 million, $14.9 million and $9.9 million, respectively. Share-based compensation expense is reflected in Selling, general and administrative expense in our consolidated statements of operations. The total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was approximately $0.6 million, $0.8 million and $0.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

We grant phantom share unit awards, which vest a third per year over a three year period. Each phantom share unit award is equal in value to one common share. Upon vesting, each recipient will receive a lump sum cash payment equal to the fair market value of a common share on the respective vesting date in respect of each phantom share unit then vesting. These awards are accounted for as a liability that is remeasured at each reporting date until paid.


			Number of Awards
Nonvested shares at December 31, 2020			458,175
Granted			354,535
Vested			(163,499)
Forfeited			(27,081)
Nonvested shares at December 31, 2021			622,130
Granted			335,098
Vested			(270,382)
Forfeited			(27,558)
Nonvested shares at December 31, 2022			659,288
Granted			229,845
Vested			(335,178)
Forfeited			(33,394)
Nonvested shares at December 31, 2023			520,561

At December 31, 2023, the balance of the liability for the phantom share awards was $5.7 million. For the years ended December 31, 2023, 2022 and 2021, we made phantom share cash payments of $10.4 million, $6.0 million and $3.1 million, respectively. At December 31, 2023, unrecognized compensation cost related to phantom shares was $6.5 million, as remeasured at December 31, 2023, which is expected to be recognized over a weighted average period of 1.6 years. The weighted average grant-date fair value per share of phantom shares granted during the years ended December 31, 2023, 2022 and 2021 was $31.05, $21.97 and $19.80, respectively.

We grant performance share awards, which cliff vest after three years subject to attainment of applicable performance goals. Awards granted in 2023 and 2022 will be earned in amounts between 0% and 200% of the participant’s target performance share award, based equally on (i) the payout percentage associated with Civeo’s relative TSR rank among a peer group of other companies and (ii) the payout percentage associated with Civeo's cumulative operating cash flow over the performance period relative to a preset target. Awards granted in 2021 are earned in amounts between 0% and 200% of the participant’s target performance share award, based on (i) the payout percentage associated with Civeo’s relative TSR rank among a peer group of other companies and (ii) the payout percentage associated with Civeo's cumulative free cash flow over the performance period relative to a preset target. The grant-date fair value of the portion of the performance awards tied to

cumulative operating cash flow and free cash flow is based on target achievement and the closing market price of our common shares on the date of grant. We evaluate the probability of achieving the performance goals throughout the performance period and will adjust share-based compensation expense based on the number of shares expected to vest based on our estimate of the most probable performance outcome.

The fair value of the TSR portion of each performance share award was estimated using a Monte Carlo simulation pricing model that uses the assumptions noted in the following table. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the performance share at the time of grant. The dividend yield on our common shares was assumed to be zero since we did not pay dividends when the awards were granted. The expected market price volatility of our common shares was based on an estimate that considers the historical and implied volatility of our common shares as well as a peer group of companies over a time period equal to the expected term of the award. The initial TSR performance was based on historical performance of our common shares and the peer group’s common shares.


	Number of Awards	Weighted Average Grant Date Fair Value Per Share
Nonvested shares at December 31, 2020	152,312	$	52.86
Granted	130,649	26.86
Performance adjustment (1)	28,466	—
Vested	(93,922)	63.60
Forfeited	(1,296)	44.76
Nonvested shares at December 31, 2021	216,209	$	33.97
Granted	123,385	27.69
Performance adjustment (2)	22,235	—
Vested	(107,795)	44.76
Forfeited	—	—
Nonvested shares at December 31, 2022	254,034	$	29.81
Granted	86,454	38.45
Performance adjustment (3)	—	—
Vested (3)	—	—
Forfeited	(8,487)	32.67
Nonvested shares at December 31, 2023	332,001	$	32.37

During the years ended December 31, 2023, 2022 and 2021, we recognized compensation expense associated with performance share awards totaling $3.4 million, $2.6 million and $2.4 million, respectively. At December 31, 2023, unrecognized compensation cost related to performance share awards was $3.8 million, which is expected to be recognized over a weighted average period of 1.7 years.

The following table presents the changes in restricted share awards, restricted share units and deferred share awards outstanding and related information for our employees and non-employee directors during the years ended December 31, 2023, 2022 and 2021:


	Number of Awards/Units	Weighted Average Grant Date Fair Value Per Share
Nonvested shares at December 31, 2020	105,091	$	34.56
Granted	59,027	17.58
Vested	(77,304)	35.76
Forfeited	(1,957)	30.36
Nonvested shares at December 31, 2021	84,857	$	21.76
Granted	40,465	25.64
Vested	(86,290)	21.83

Nonvested shares at December 31, 2022	39,032	$	25.62
Granted	50,336	21.02
Vested	(39,770)	25.53

Nonvested shares at December 31, 2023	49,598	$	21.02

The weighted average grant-date fair value per share for restricted share awards, restricted share units and deferred share awards granted during 2023, 2022 and 2021 was $21.02, $25.64 and $17.58, respectively. The total fair value of restricted share awards, restricted share units and deferred share awards vested during 2023, 2022 and 2021 was $0.9 million, $2.1 million and $1.5 million, respectively. At December 31, 2023, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $0.4 million, which is expected to be recognized over a weighted average period of 0.4 years. In addition, at December 31, 2023, all nonvested shares were related to non-employee directors.

No options were awarded or exercised in 2023, 2022 or 2021. We had 287 outstanding options at December 31, 2023 that expire in February 2024 with a weighted average exercise price per share of $262.44.

As no options were exercised in the last three years, the total intrinsic value of options exercised by our employees during 2023, 2022 and 2021 was zero. Additionally, the tax benefits realized for the tax deduction from options exercised during 2023, 2022 and 2021 totaled zero.