DEF 14A of Bristow Group Inc.

Filed Apr 22, 2024 · FY20230001525221-24-000028

Open on EDGAR

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Advisory Approval of Named Executive Officer Compensation In 2023, the Compensation Committee and the Board of Directors (our “Board”) maintained the compensation philosophy and design adopted following the merger involving Bristow Group Inc. and Era Group Inc. Underpinning the 2023 executive compensation program is a belief by the Compensation Committee that there must be a meaningful link between the compensation paid to our Named Executive Officers and our goal of long-term value creation for our stockholders. The 2023 executive compensation program included: pay tied to performance through the use of performance-based stock units (which may be earned via performance against an absolute financial metric and relative total stockholder return); a 50% weighting of the financial metric in the short-term annual incentive program (the “STIP”); and a minimum financial metric threshold that must be achieved prior to the payment of any amounts under the individual strategic goals portion of the STIP.
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| ✓ WHAT WE DO | ✓ | Engage with large stockholders to discuss matters of interest. | | | ✓ | Pay for performance. Place a heavy emphasis on variable pay with approximately 85% of our Chief Executive Officer’s target direct compensation contingent upon financial and operational performance and growth in long-term stockholder value. | | | ✓ | Use performance-based long-term incentive award compensation through performance-based stock units for which value is contingent upon stock price, Company performance, and performance relative to the PHLX Oil Service Index (the “OSX Index”). | | | ✓ | Review target compensation levels relative to an appropriate set of peers annually. | | | ✓ | Reinforce the alignment of stockholders and our executives and directors by requiring significant levels of stock ownership. | | | ✓ | Ensure accountability and manage risk through (i) a robust financial restatement clawback policy applicable to our executive officers in compliance with NYSE requirements and a supplemental policy for all employees in the event of a restatement as a result of employee misconduct, (ii) limits on maximum annual cash incentive award opportunities, and (iii) ongoing risk assessments of our program. | | | ✓ | Use relative and absolute performance metrics to determine the payment of future performance awards under the Company’s long-term incentive awards. | | | ✓ | Maintain a Compensation Committee composed entirely of independent directors who are advised by an independent compensation consultant. |
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| X WHAT WE DON’T DOX | No employment agreements with any of our executive officers. | | X | No pledging or hedging of our Company stock (unless cleared in advance by our Compliance Committee), and no repricing stock options. | | X | No excise tax gross-ups. | | X | No significant perquisites. | | X | No guarantee of bonuses. |
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Compensation and Benefits We offer competitive market-based compensation and benefits for the markets in which we operate. Competitive programs are critical to the well-being of our employees and their families, as well as retention and business continuity. Global benefit offerings include major medical, life, retirement/pension, employee well-being support akin to employee assistance programs in addition to local offerings that vary by country market. As of December 31, 2023, we employed 3,298 individuals, including 830 pilots and 843 mechanics. We consider our relations with our employees to be good. As of December 31, 2023, approximately 60% of our employees were covered by union or other collective bargaining agreements. Negotiations over annual salary or other labor matters could result in higher personnel or other costs or increased operational restrictions or disruptions. Furthermore, a failure to reach an agreement on certain key issues could result in strikes, lockouts or other work stoppages. Board of Directors and Director Independence The business and affairs of the Company are managed under the direction of the Board. Currently, the Company’s Board is comprised of nine directors. Our Bylaws provide that the Board will consist of not less than three and not more than fifteen directors. In connection with the recommendation of the ESG Committee, the Board has nominated all of the current directors for re-election at the Meeting. Effective December 11, 2023, following review of Shefali Shah’s background, skills, expertise and qualifications for membership on the Board, the Board determined that Ms. Shah was qualified to serve on the Board, and appointed Ms. Shah to serve as a director. During 2023, the Board held seven meetings. Except for Ms. Shah, who was appointed as a member of the Board effective December 11, 2023, each of the directors attended all meetings of the full Board and each of the committees on which he or she served. Although the Company does not have a formal policy requiring Board members to attend each Annual Meeting of Stockholders, it is encouraged, and all of the Board members then serving attended the 2023 Annual Meeting of Stockholders. A majority of the Company’s current directors are independent, non-employee directors, and this will continue to be the case should all the director nominees be elected at the Meeting. The Board has made the affirmative determination that each of General Miller, Ret., Ms. Shah and Messrs. Brass, Kern, Manzo, Mickelson, Pucillo and Truelove are independent as such term is defined by the applicable rules and regulations of the NYSE. Additionally, each of these directors meets the categorical standards for independence established by the Board (the “Bristow Categorical Standards”). A copy of the Bristow Categorical Standards is available on the Company’s website at www.bristowgroup.com by clicking “Investors,” then “Governance” and then “Governance Documents” (entitled Director Independence Standards). The Company’s website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Proxy Statement. The schedule of Board meetings is made available to directors in advance along with the agenda for each meeting so that they may review and request changes. Directors also have access to management at all times and regularly communicate informally with management on an assortment of topics.
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Majority Voting Our Bylaws provide that a director who fails to receive a majority of votes cast at an Annual Meeting of Stockholders must tender his or her resignation (assuming that the election is uncontested). Under our Bylaws, each nominee who is a current director is required to submit an irrevocable resignation, which resignation would become effective only upon (1) that person not receiving a majority of the votes cast in an uncontested election and (2) acceptance by the Board of that resignation in accordance with the policies and procedures adopted by the Board for such purpose. The Board, acting on the recommendation of the ESG Committee, is required to determine whether or not to accept the resignation not later than 90 days following certification of the stockholder vote, and the Board is required to accept the resignation absent a determination that a compelling reason exists for concluding that it is in the best interests of the Company for the person in question to remain as a director. Board Leadership Structure The Board believes that there is no single organizational model that would be most effective in all circumstances and that it is in the best interests of the Company and its stockholders for the Board to retain the authority to modify its leadership structure to best address the Company’s circumstances from time to time. The Board believes that the most effective leadership structure for the Company at the present time is to separate the positions of Chairman and Chief Executive Officer. Separating these positions allows the Chief Executive Officer to focus on the full-time job of running the Company’s business, while allowing the Non-Executive Chairman to lead the Board in its fundamental role of providing advice to, and maintaining independent oversight of, management. The Board believes this structure recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as the Company’s Non-Executive Chairman, particularly as the Board’s oversight responsibilities continue to grow and demand more time and attention. In addition to the role that the Non-Executive Chairman has with regard to the Board, the chair of each of the three wholly independent key committees of the Board (Audit Committee, Compensation Committee and ESG Committee) and each individual director is responsible for helping to ensure that meeting agendas are appropriate and that sufficient time and information are available to address issues the directors believe are significant and warrant their attention. Each director has the opportunity and ability to request agenda items, information and additional meetings of the Board or of the independent directors. The Board has adopted significant processes designed to support the Board’s capacity for objective judgment, including executive sessions of the independent directors at Board meetings, independent evaluation of, and communication with, members of senior management, and annual self-evaluation of the Board, its committees, and its leadership. These and other critical governance processes are reflected in the Corporate Governance Guidelines and the various Committee Charters that are available on the Company’s website at www.bristowgroup.com. The Board has also provided mechanisms for stockholders to communicate in writing with the Non-Executive Chairman of the Board, with the non-employee and/or independent directors, and with the full Board on matters of significance. These processes are also outlined in the section of this Proxy Statement entitled “Communication with the Board or Independent Directors.” Executive Sessions The Company’s Corporate Governance Guidelines provide that the Company’s non-management directors shall meet periodically in executive session without any management participation. In addition, if any of the non-management directors are not independent under the applicable rules of the NYSE, then the independent directors will meet separately at least once per year without the presence of the non-independent director, and at other times as necessary. Mr. Mickelson, as Chairman, presides at these executive sessions. Committees of the Board may also meet in executive session without the presence of any non-independent director as deemed appropriate.
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Committees of the Board of Directors The Board has established three standing committees: (i) Audit, (ii) Compensation and (iii) Environmental, Social, and Governance. Each of the committees operates under a written charter that has been posted on the Company’s website at www.bristowgroup.com by clicking “Investors,” then “Governance” and then “Governance Documents”. The website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Proxy Statement. The charter of each committee is also available free of charge on request to our Corporate Secretary at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042. The members and chairperson for each committee set forth below were the same at the end of 2023, except that Ms. Shah was appointed as a member of the Audit Committee effective February 21, 2024. Board Committees
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| Independent Directors | Audit | Compensation | ESG | | Lorin L. Brass | | ● | ● | | Wesley E. Kern | ● | • | | | Robert J. Manzo | ● | | • | | G. Mark Mickelson | | | | | General Maryanne Miller, Ret. | | ● | | | Christopher Pucillo | | ● | ● | | Shefali Shah | ● | | | | Brian D. Truelove | •• | | ● |
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| • | Committee Chair | | ● | Committee Member | | • | Audit Committee Financial Expert |
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Audit Committee The Audit Committee met four times during 2023 and is currently comprised of Ms. Shah and Messrs. Kern, Manzo and Truelove. Mr. Truelove is the Chair of the Audit Committee, and he maintained frequent communication with the other members of the Audit Committee as well as the Company’s Non-Executive Chairman and Chief Executive Officer regarding matters relevant to the Audit Committee. The Board has determined that Mr. Truelove is an “audit committee financial expert” for purposes of the rules of the SEC and that each other member of the Audit Committee is financially literate as required under the NYSE standards. In addition, the Board determined that each member of the Audit Committee is independent, as defined by the rules of the NYSE, Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance with the Bristow Categorical Standards. The Audit Committee is expected to meet at least quarterly. Committee Function. The Audit Committee assists the Board in fulfilling its responsibility to oversee, among other things: •the conduct and integrity of management’s execution of the Company’s financial reporting to any governmental or regulatory body, the public or other users thereof; •the qualifications, engagement, compensation, independence and performance of the Company’s independent auditors, its conduct of the annual audit and its engagement for any other services; •the Company’s systems of internal accounting and financial and disclosure controls, the annual independent audit of the Company’s financial statements and the integrated audit of internal controls over financial reporting; •risk management and controls, which includes assisting management with identifying and monitoring risks or exposures, assessing the steps management has taken to minimize such risks and overseeing the Company’s underlying guidelines and policies with respect to risk assessment and risk management; •the Company’s ESG disclosures and the adequacy and effectiveness of internal controls related to such disclosures, and to coordinate with the ESG Committee with respect to such matters; •the processes for handling complaints relating to accounting, internal accounting controls and auditing matters; •the Company’s legal and regulatory compliance; •review of certain material agreements that require approval of the Board pursuant to the Company’s Delegation of Authority, which is reviewed and approved annually by the Board; •any code of business conduct and ethics applicable to directors and senior officers, including any waivers under such code; and •the preparation of the audit committee report required by SEC rules to be included in the Company’s annual proxy statement. The Audit Committee’s role is one of oversight. Management is responsible for preparing the Company’s financial statements, and the independent auditors are responsible for auditing those financial statements. Management and the independent auditors have more time, knowledge and detailed information about the Company than Audit Committee members. Consequently, in carrying out its oversight responsibilities, the Audit Committee will not provide any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent auditors’ work.
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Compensation Committee The Compensation Committee is currently comprised of General Miller, Ret. and Messrs. Brass, Kern and Pucillo. Mr. Kern is the Chair of the Compensation Committee. The Compensation Committee met five times during 2023 and, in addition, the Chair of the Compensation Committee maintained frequent communication with the other members of the Compensation Committee as well as the Company’s Non-Executive Chairman and Chief Executive Officer regarding compensation matters. The Board has determined that each member of the Compensation Committee is independent, as defined by the rules of the NYSE, Section 10C-1 of the Exchange Act, and in accordance with the Bristow Categorical Standards. In addition, the members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. Committee Function. The Compensation Committee, among other things: •reviews and makes recommendations to the Board for approval of corporate goals and annual performance objectives relevant to executive compensation; •reviews, together with the Company’s independent directors, and makes recommendations to the Board for approval of compensation for the Chief Executive Officer and other members of the executive leadership team; •evaluates officer compensation plans, policies and programs; •reviews and approves, together with the Company’s independent directors, benefit plans; •approves, together with the Company’s independent directors, all grants of equity awards and administers the Company’s incentive plans; •reviews and discusses with management the Company’s Compensation Discussion and Analysis and prepares a report on executive compensation to be included in the Company’s Annual Report on Form 10-K and proxy statement; •determines stock ownership guidelines for the Chief Executive Officer and other officers at the Vice President level or higher and monitors compliance with such guidelines; •reviews the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, reviews and discusses the relationship between risk management policies and practices and compensation, and evaluates compensation policies and practices that could mitigate any such risk; •annually evaluates the independence of any advisors retained by the Compensation Committee; and •reviews and recommends to the Board for approval the frequency with which the Company will conduct an advisory stockholder vote on executive compensation required by Section 14A of the Exchange Act. The Chair of the Compensation Committee sets the agenda for meetings of the Compensation Committee. The meetings are attended by the Chief Executive Officer, the Chief Financial Officer, the Chief Administrative Officer and the General Counsel, if requested. The Compensation Committee meets at least annually with the Chief Executive Officer to discuss and review the performance criteria and compensation levels of members of the executive leadership team. At each meeting, the Compensation Committee has the opportunity to meet in executive session. The Chair of the Compensation Committee reports the Compensation Committee’s recommendations regarding compensation of members of the executive leadership team to the full Board. The Compensation Committee has the sole authority to retain, obtain the advice of and terminate any compensation consultants, independent legal counsel or other advisors to assist the Compensation Committee in its discharge of its duties and responsibilities, including the evaluation of executive officer compensation.
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Compensation Committee Interlocks and Insider Participation. During 2023, no member of the Compensation Committee was, and no member of the Compensation Committee currently is, an officer or employee of the Company. During 2023, none of the Company’s executive officers served as a director or member of the compensation committee of any other entity whose executive officers serve on the Board or the Compensation Committee. During 2023, no member of the Compensation Committee had a relationship that must be described under the SEC rules relating to disclosure of related person transactions. Environmental, Social, and Governance Committee The ESG Committee met four times during 2023. The ESG Committee is currently comprised of Messrs. Brass, Manzo, Pucillo and Truelove. Mr. Manzo is the Chair of the ESG Committee. The Board has determined that each member of the ESG Committee is independent, as defined by the rules of the NYSE and in accordance with the Bristow Categorical Standards. Committee Function. The ESG Committee assists the Board with, among other things: •overseeing environmental and social responsibility matters as they pertain to the Company’s business and long-term strategy, and identifying and bringing to the attention of the full Board emerging ESG trends, human capital management, including a sustainable and diverse workforce, regulatory developments or public policy trends that affect the Company’s activities, stakeholders, reputation and corporate citizenship; •reviewing periodically and receiving updates on the Company’s ESG programs and policies, and the Company’s progress and performance against sustainability goals and metrics; •identifying, screening and reviewing individuals qualified to serve as directors, recommending to the Board candidates for election or re-election at the Company’s next annual meeting of stockholders and to fill vacancies on the Board; •reviewing annually the Board’s committee structure, recommending to the Board directors to serve as members and chairpersons of each committee and recommending to the Board designation of audit committee financial experts; •developing, recommending to the Board, and overseeing implementation of modifications, as appropriate, to the Company’s policies and procedures for identifying and reviewing candidates for the Board, including policies and procedures relating to candidates for the Board submitted for consideration by stockholders; •reviewing the composition of the Board as a whole, including whether the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity and other desired qualities; •reviewing periodically the size of the Board and each committee and recommending any appropriate changes; •developing and overseeing implementation of a Company orientation program for new directors and a continuing education program for current directors; •monitoring the practices of the Board and the executive leadership team to ensure compliance with the Company’s Corporate Governance Guidelines and principles; •reviewing and approving potential conflict of interest matters involving the directors, the Chief Executive Officer and other members of the executive leadership team; •evaluating non-employee director compensation plans, policies and programs;
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•overseeing the annual self-evaluation process of the Board based on objective criteria, including performance of the business, accomplishment of long-term strategic objectives and development of management, among other things; and •reviewing on a regular basis, the overall corporate governance of the Company and recommending to the Board improvements when necessary. The ESG Committee has the power to retain outside counsel, director search and recruitment consultants or other experts, and the ESG Committee will receive appropriate funding from the Company, as determined by the ESG Committee, to engage such advisors. Sustainability. The ESG Committee works in cooperation with management to regularly assess the Company’s strategy, programs, and policies in light of the evolving public policy landscape with respect to sustainability-related matters. The ESG Committee’s oversight responsibilities include, among other things, (i) the Company’s ESG strategy, programs, and policies; (ii) strategic response to stakeholder expectations and concerns regarding sustainability and climate-related risks and opportunities; (iii) climate-related public policy trends and regulatory matters; (iv) the Company’s social responsibility programs and policies, including human capital management; and (v) input to the Company’s annual reporting and disclosure regarding sustainability. Selection of Nominees for the Board of Directors. To fulfill its responsibility to recruit and recommend to the full Board nominees for election as directors, the ESG Committee reviews the composition of the full Board to determine the qualifications and areas of expertise needed to further enhance the composition of the Board and works with management in attracting candidates with those qualifications. In identifying new director candidates, the ESG Committee seeks advice and names of candidates from members of the ESG Committee, other members of the Board, members of management and other public and private sources. The ESG Committee, in formulating its recommendation of nominees for election as directors, considers each individual’s personal qualifications and how such personal qualifications effectively address the perceived then-current needs of the Board. Appropriate personal qualifications and criteria for membership on the Board include the following: •experience investing in and/or guiding complex businesses as an executive leader or as an investment professional within an industry or area of importance to the Company; •proven judgment and competence, substantial accomplishments, and prior or current association with institutions noted for their excellence; •diversity as to business experiences, educational and professional backgrounds and gender, race and ethnicity; •complementary professional skills and experience addressing the complex issues facing a multifaceted international organization; and •an understanding of the Company’s business, operations and the environment in which it operates. After the ESG Committee completes its evaluation, it presents its recommendations to the Board for consideration and approval. Having evaluated the Board candidates set forth below under Proposal 1 pursuant to these processes and criteria, the ESG Committee recommended, and the Board determined to nominate, each of the incumbent directors named below for re-election.
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Key Skills and Experience
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| Senior Leadership | | | Aviation or Logistics Management | | | Oil and Gas Industry | | | International Business | | | Finance, Accounting, or Legal | | | Technology/Cybersecurity | | | Government Affairs/Contracting | | | Public Company Governance | | | Strategic Planning | | | Mergers and Acquisitions | | | Risk Management | |
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Age and Tenure
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| 59.6 years | Average Age | 4.0 years | Average Tenure |
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Director and Executive Officer Succession. The Board is responsible for overseeing the succession plan process for each of the Company’s senior executive officers, the Board and the Chairman of the Board. Furthermore, the Corporate Governance Guidelines mandate that the Board shall, not less often than annually and on a more frequent basis as may be desired, review the qualities and characteristics necessary for the position of the Company’s chief executive officer. The Board shall, not less often than annually and on a more frequent basis as may be desired, review the development and progression of potential internal candidates against those standards. Stockholder Recommendations. The ESG Committee will consider director candidates suggested by the Company’s stockholders provided that the recommendations are made in accordance with the same procedures required under our Bylaws for nomination of directors by stockholders. For instance, stockholder nominations must comply with the notice provisions described under “Stockholder Proposals for 2025 Annual Meeting” below. Stockholder nominations that comply with these procedures and that meet the criteria outlined therein will receive the same consideration that the ESG Committee’s nominees receive. The Company will report any material change to this procedure in an appropriate filing with the SEC and will make any such changes available promptly on the SEC Filings section of the Company’s website at www.bristowgroup.com. There have been no material changes to these procedures since the Company last provided this disclosure. Citizenship Requirements. Our Bylaws provide that at least two-thirds of our Board must be citizens of the United States within the meaning of the Federal Aviation Act of 1958, as amended. Our Bylaws provide that a person who is not a citizen of the United States is not eligible for nomination or election as a director if such person’s election, together with the election of any incumbent directors that are not U.S. citizens and are candidates for election as directors at the same time, would cause less than two-thirds of the Company’s directors to be citizens of the United States. Of the nine director nominees proposed by our Board for election at the Meeting, all (or more than two-thirds) are citizens of the United States within the meaning of the Federal Aviation Act of 1958, as amended. Communications with the Board or Independent Directors Our Board welcomes the opportunity to hear from interested parties and proactively engages with our stockholders on matters of interest such as executive compensation, sustainability matters and Company strategy. The independent directors have established procedures for handling communications and directed the Corporate Secretary to act as their agent in processing any communications received. All communications should be delivered in writing addressed to our Corporate Secretary at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042. The correspondence should be addressed to the appropriate party, namely: (i) Bristow Group Inc. - Board of Directors; (ii) Bristow Group Inc. - Audit Committee; (iii) Bristow Group Inc. - Compensation Committee; (iv) Bristow Group Inc. - Environmental, Social, and Governance Committee; or (v) the individual director designated by full name or position as it appears in the Company’s most recent proxy statement. All communications that relate to matters that are within the scope of the responsibilities of the Board and its committees will be forwarded to the ESG Committee for evaluation and further action. Communications that relate to matters that are within the responsibility of one of the Board committees will be forwarded to the chairperson of the appropriate committee. Communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities will be sent to the appropriate executive. The Audit Committee has established procedures for (i) the receipt, retention, and treatment of complaints, reports and concerns regarding accounting, internal accounting controls, or auditing matters and (ii) the confidential, anonymous submission of complaints, reports and concerns by employees regarding questionable accounting or auditing matters. Information related to these procedures is included in our Code of Business Integrity, which is available on the Company’s website at www.bristowgroup.com by clicking “Investors,” then “Governance” and then “Governance Documents”. Such complaints, reports or concerns may be communicated anonymously and confidentially to the Company’s Chief Compliance Officer, General Counsel or the Chair of the Audit Committee through NAVEX Global, the Company’s third-party hotline provider. Those wishing to report concerns may do so by telephone ((888) 840-4147) or online (https://
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BristowGroup.TNWReports.com). Complaints received are logged and tracked by the Chief Compliance Officer and the General Counsel or his or her designee, investigated, and communicated to the Chair of the Audit Committee. Both our Code of Business Integrity and the Reporting Concerns and Nonretaliation Policy reflect Section 806 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), which prohibits the Company from retaliating against any person who, in good faith, submits an accounting or auditing complaint, report or concern or provides assistance in the investigation or resolution of such matters. The ESG Committee proposes nominees for director and acts pursuant to its charter, which is posted on our website, www.bristowgroup.com, under the “Governance” caption. It is the policy of the ESG Committee to consider director candidates recommended by our employees, directors, stockholders, and others, including search firms. The ESG Committee has sole authority to retain and terminate any search firm used to identify candidates for director and has sole authority to approve the search firm’s fees and other retention terms. A stockholder who wishes to recommend a director for nomination must follow the procedures set forth below for nominations to be made directly by a stockholder. In addition, the stockholder should provide such other information as such stockholder may deem relevant to the ESG Committee’s evaluation. All recommendations, regardless of the source of identification, are evaluated on the same basis as candidates recommended by our directors, chief executive officer, other executive officers, third-party search firms or other sources. Our Bylaws permit stockholders to nominate directors for election at an Annual Meeting of Stockholders regardless of whether such nominee is submitted to and evaluated by the ESG Committee. To nominate a director using this process, the stockholder must follow procedures set forth in our Bylaws. Those procedures require a stockholder wishing to nominate a candidate for director at next year’s Annual Meeting of Stockholders to give us written notice not earlier than the close of business on the 120th day prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders and not later than the close of business on the 90th day prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders. However, if the date of the Annual Meeting of Stockholders is more than 30 days before or more than 60 days after such anniversary date, notice is required not earlier than the close of business on the 120th day prior to the Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to the Annual Meeting of Stockholders or the 10th day after the the day on which we publicly disclose the meeting date. The notice to our Corporate Secretary must include the following: •The nominee’s name, age and business and residence addresses; •The nominee’s principal occupation or employment; •The class and number of our shares, if any, owned by the nominee; •The name and address of the stockholder as they appear on our books; •The class and number of our shares owned by the stockholder as of the record date for the Annual Meeting of Stockholders (if this date has been announced) and as of the date of the notice; •A representation that the stockholder intends to appear in person or by proxy at the Annual Meeting of Stockholders to nominate the candidate specified in the notice; •A description of all arrangements or understandings between the stockholder and the nominee; and •Any other information regarding the nominee or stockholder that would be required to be included in a proxy statement relating to the election of directors, including the specific experience, qualifications, attributes or skills that led the stockholder to believe that the person should serve as a director.
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In addition, our Bylaws require that a nominee for election or re-election must deliver to our Corporate Secretary an irrevocable letter of resignation pursuant to our majority vote policy described in more detail above as well as a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made and make certain representations and agreements. Risk Oversight The Company’s results of operations, financial condition and cash flows can be adversely affected by risk. The management of risk is central to the success of the Company and requires the involvement of the Board, officers and employees, all of whom are entrusted to develop a balanced and prudent approach to risk. The Company has developed and implemented operational controls designed to identify and mitigate risk associated with its financial decisions, operations, legal, compliance, business development, information technology systems, cybersecurity, data privacy and security controls, changing business conditions and initiation of new business lines. The Chief Executive Officer, with the assistance of the other members of the executive leadership team, is responsible for, among other risk management measures: •implementing measures designed to ensure the highest standard of safety for personnel, information technology systems and data security, the environment and property in performing the Company’s operations; •obtaining appropriate insurance coverage; and •evaluating and identifying risk related to the Company’s capital structure in light of a rigorous assessment of its business activities. The Board has reviewed and evaluated, and expects to routinely review and evaluate, its risk profile to ensure that the measures implemented by management are adequate to execute and implement the Company’s strategic objectives. Issues related to risk are regularly discussed by the Chief Executive Officer and the rest of the executive leadership team with members of the Board both through informal communications, such as email and in-person meetings, and during formal Board meetings. Executive leadership makes a formal presentation to the Board regarding risk management issues at least once per year. Several Board members are familiar with the risks associated with the types of assets managed and owned by the Company and routinely engage in a dialogue with the Chief Executive Officer and appropriate members of executive leadership regarding such risks. The Audit Committee, together with executive leadership, works to respond to recommendations from internal and external auditors and supervisory authorities regarding the Company’s compliance with internal controls and procedures and other factors that could interfere with the successful implementation of the Company’s strategic plan. The Audit Committee also reviews the adequacy of the Company’s risk management policies and procedures and meets with the Chief Financial Officer, the General Counsel and the Chief Compliance Officer to consider recommendations regarding policies related to risk management. In addition, executive leadership works closely with the General Counsel and the Chief Compliance Officer to facilitate compliance with foreign and domestic laws and regulations. The ESG Committee, together with executive leadership, works to respond to stakeholder expectations and concerns regarding sustainability and climate-related risks and opportunities. The Company has established an Enterprise Risk Management Committee and a Compliance Committee to oversee risk management and compliance activities as a means of bringing issues to the attention of senior management. Responsibilities for risk management and compliance are distributed throughout various functional areas of the business.
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The Board believes that executive leadership’s procedures, combined with Board, Audit Committee, ESG Committee, Compliance Committee, and Enterprise Risk Management Committee oversight, enable the Company to properly and comprehensively assess risk from both an enterprise-wide and departmental perspective, thereby managing and observing the most substantive risks at each level within the Company. Cybersecurity Under its charter, our Audit Committee, comprised of independent directors from our Board, must conduct at least annual reviews of any emerging cybersecurity developments and threats and the strategies to mitigate cybersecurity risks. Our Audit Committee receives updates from our Enterprise Risk Management Committee at least twice per year and from our Cybersecurity Committee on an annual basis (and as needed). Our Board reviews cybersecurity opportunities relating to our business strategy, and cybersecurity-related matters are also factored into business continuity planning. Our Board receives updates from our Enterprise Risk Management Committee on an annual basis. The Cybersecurity Committee also delivers periodic updates to our Board on the status of the information security program, including but not limited to relevant cyber threats, roadmap and key initiative plans, and the indemnification and management of information security risks. Our Cybersecurity Risk Management Model provides for four levels of industry-standard response activities to protect the Company against cyber threats. In 2023, the Company’s U.K. SAR bases and our corporate headquarters achieved ISO 27001 certification, which is globally recognized as one of the highest standards of compliance and control for information security management systems. The Company has formalized disaster recovery processes, business continuity procedures and an incident response plan. The IT Cyber Incident Management Team oversees Bristow’s cyber incident response and remains in close contact with our executive leadership team and our Audit Committee throughout the cyber incident resolution process. For additional information with respect to the Company’s cybersecurity strategy and governance, please see our Annual Report on Form 10-K. Code of Business Conduct and Ethics Our Board has adopted a Code of Business Integrity for directors, officers and employees of the Company and a Supplemental Code of Ethics for the Chief Executive Officer, the Chief Financial Officer and other senior financial officers of the Company (collectively, our “Code”). Our Board has also adopted a set of Corporate Governance Guidelines. A copy of each of these documents, along with the charters of each of the committees described above, is available on the Company’s website at www.bristowgroup.com by clicking “Investors,” then “Governance” and then “Governance Documents” and is also available to stockholders in print without charge upon written request to our Corporate Secretary at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042. Our Code covers topics including, but not limited to, conflicts of interest, insider trading, competition and fair dealing, discrimination and harassment, international trade regulations, confidentiality, compliance procedures and employee complaint procedures. Our Board periodically reviews and revises our Code, as it deems appropriate. We will post information regarding any amendments to, or waivers of, the provisions of our Code applicable to the Chief Executive Officer, the Chief Financial Officer and other senior financial officers of the Company at the website location referred to above. In 2023, no waivers of our Code were granted.
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ELECTION OF DIRECTORS Our Board currently consists of nine directors. The term of office of all of our present directors will expire no later than the day of the Meeting upon the election of their successors. The directors elected at the Meeting will serve until their respective successors are elected and qualified or until their earlier death, resignation, disqualification or removal. Unless authority to do so is withheld by the stockholder, each proxy executed and returned by a stockholder will be voted for the election of the nominees hereinafter named. Directors having beneficial ownership derived from presently existing voting power of approximately 2.0% of our Common Stock as of the Record Date have indicated that they intend to vote for the election of each of the nominees named below. If any nominee withdraws or for any reason is unable to serve as a director, the persons named in the accompanying proxy either will vote for such other person as our Board may nominate or, if our Board does not so nominate such other person, will not vote for anyone to replace the nominee. Except as described below, our management knows of no reason that would cause any nominee hereinafter named to be unable to serve as a director or to refuse to accept nomination or election. Vote Required Directors will be elected by a plurality of the votes of the shares of Common Stock present virtually or represented by proxy at the Meeting and voting on the matter. However, all nominees have submitted an irrevocable letter of resignation conditional on (i) such nominee’s failure to receive a majority of votes cast and (ii) acceptance of such resignation by the Board. If you do not wish your shares to be voted for any particular nominee, please identify any nominee for whom you “withhold authority” to vote on the enclosed proxy card or when voting by Internet or telephone. Withholding of authority to vote for a director nominee will have no effect on the election of directors. Broker non-votes will have no effect on the outcome of the vote. Recommendation Our Board unanimously recommends that stockholders vote FOR the election to our Board of each of the nominees named below. Information Concerning Nominees Our present Board proposes for election the following nine nominees for director. Each of the nominees named below is currently a director of the Company. All nominees for director are nominated to serve one-year terms until the 2025 Annual Meeting of Stockholders and until his or her successor is elected and qualified, unless ended earlier due to his or her death, resignation, disqualification or removal from office.
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Director Nominees We have provided information below about our nominees, including their age, citizenship and business experience for at least the past five years, including service on other boards of directors. We have also included information about each nominee’s specific attributes, experience or skills that led our Board to conclude that he or she should serve as a director on our Board in light of our business and structure. Unless we specifically note below, no corporation or organization referred to below is a subsidiary or other affiliate of Bristow Group Inc.
Compensation and Benefits
| Christopher S. Bradshaw Age: 47 Nationality: American Board: since 2015 | Principal Occupations | | | | | | | | BRISTOW GROUP INC. President and Chief Executive Officer since June 2020 ERA GROUP INC. President and Chief Executive Officer November 2014 – June 2020 Acting Chief Executive Officer August 2014 – November 2014 Chief Financial Officer October 2012 – September 2015 | | | U.S. CAPITAL ADVISORS LLC (independent financial advisory firm co-founded by Mr. Bradshaw) Managing Partner and Chief Financial Officer 2009 – 2012 UBS SECURITIES LLC Energy investment banker MORGAN STANLEY & CO. Energy investment banker PAINEWEBBER INCORPORATED Energy investment banker | | | | | Directorships | | | | | | | | OTHER LEADERSHIP AND SERVICE | | | | | | | | HeliOffshore since 2014 | | | The National Ocean Industries Association (NOIA) since 2021 Executive Committee | | | | | Key Skills and Experience | | | | | | | | | Senior Leadership | | Aviation or Logistics Management | | Finance, Accounting or Legal |
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| Lorin L. Brass INDEPENDENT Age: 70 Nationality: American Board: since 2020 Compensation: since 2020 ESG: since 2020 | Principal Occupations | | | | | | | | ROYAL DUTCH SHELL Senior Advisor of Business Development Director of Global Business Development, Shell International Exploration & Production | | | SHELL OIL COMPANY Production Superintendent, Gulf of Mexico Coastal Division Engineering Manager, West Coast Division Sr. Manager, Corporate Strategy and Planning | | | | | Directorships | | | | | | | | PRIVATE COMPANIES Rausch Companies Inc. Chairman, since March 2015 | | | | | | | | OTHER LEADERSHIP AND SERVICE Abbey of the Hills Finance Committee Chairman of the Governance Committee since 2018 Brass Family Foundation Chairman, since 2004 Lennox Area Community Foundation since 2020 Lincoln Conservation District since 2008; Chairman, since 2012 | | | MHCH Foundation since 2006 South Dakota Mines Alumni Association 2018 – 2021; President, 2018 – 2021 South Dakota Mines Foundation 2007 – 2019; Chairman, 2010 – 2017; member of the Investment Committee South Dakota Investment Council 2014 – 2019; Chairman, 2018 – 2019 | | | | | Key Skills and Experience | | | | | | | | | Oil and Gas Industry | | International Business | | Technology/Cybersecurity |
Compensation and Benefits
| Wesley E. Kern INDEPENDENT Age: 57 Nationality: American Board: since 2020 Audit: since 2020 Compensation: since 2020 | Principal Occupations | | | | | | | | IMPROVE ONE, LLC Director since 2019 LOBO LEASING LIMITED Executive Vice President and Chief Financial Officer 2014 – 2018 | | | US POWER GENERATING COMPANY Senior Vice President, Finance Vice President, Mergers and Acquisitions 2006 – 2013 NEXTRISE FINANCIAL STRATEGIES, LLC President since 2019 | | | | | Directorships | | | | | | | | PRIVATE COMPANIES Mile High Labs International, Inc. since August 2020 | | | FORMER DIRECTORSHIPS All in Behavioral Health Meridian Solar, Inc. | | | | | Key Skills and Experience | | | | | | | | | Aviation or Logistics Management | | Finance, Accounting or Legal | | Offshore Wind/Renewables |
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| Robert J. Manzo INDEPENDENT Age: 66 Nationality: American Board: since 2020 Audit: since 2022 ESG: since 2020 | Principal Occupations | | | | | | | | RJM I, LLC Founder and Managing Member since 2005 FTI Consulting, Inc. Senior Managing Director 2000 – 2005 | | | POLICANO & MANZO, LLC (financial consulting firm co-founded by Mr. Manzo that was sold to FTI Consulting, Inc. in 2000) | | | | | Directorships | | | | | | | | PUBLIC COMPANIES Visteon Corporation Audit Committee Chairman since 2016 Corporate Sustainability and Governance Committee Chairman since 2012 ADVANZ Pharma Corp. 2019 – 2021 | | | PRIVATE COMPANIES Angler Club since 2023 Star Struck LLC since 2010 Ocean Reef Club Chairman, 2019 – April 2021 | | | | | Key Skills and Experience | | | | | | | | | Finance, Accounting or Legal | | Public Company Governance | | Mergers and Acquisitions |
Compensation and Benefits
| G. Mark Mickelson INDEPENDENT Age: 58 Nationality: American Board: since 2020 Chairman: since 2020 | Principal Occupations | | | | | | | | MICKELSON & COMPANY, LLC (financial consulting firm founded by Mr. Mickelson) President since 2005 | | | SOUTH DAKOTA HOUSE OF REPRESENTATIVES Speaker, 2017 – 2018 Speaker pro Tempore, 2015 – 2016 Member, 2012 – 2016 | | | | | Directorships | | | | | | | | PRIVATE COMPANIES ISG Audit Committee since January 2020 PUBLIC COMPANIES Meta Financial Group, Inc. Audit Committee; Board Loan Committee 1997 – 2006 | | | OTHER LEADERSHIP AND SERVICE South Dakota Community Foundation USD Foundation Sioux Falls Area Chamber of Commerce Board Sioux Falls Development Foundation South Dakota Board of Economic Development | | | | | Key Skills and Experience | | | | | | | | | Finance, Accounting or Legal | | Government Affairs/ Contracting | | Public Company Governance |
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| General Maryanne Miller, Ret. INDEPENDENT Age: 65 Nationality: American Board: since 2021 Compensation: since 2021 | Principal Occupations | | | | | | | | U.S. AIR FORCE Four-Star General, Retired Commander of Air Mobility Command Commander of the Air Force Reserve | | | Air Component for U.S. Transportation Command Command pilot (more than 4,800 flying hours in numerous aircraft) | | | | | Directorships | | | | | | | | OTHER LEADERSHIP AND SERVICE Board of Trustees for Manhattan College Member since 2020 Leaven Kids Board Vice President since 2020 Council for Criminal Justice Member since 2022 | | | Veterans Justice Commission Member since 2022 New Vista Acquisition Corp. Advisor 2020 – 2023 Freedom Lift Innovations Advisor 2001 – 2023 | | | | | Key Skills and Experience | | | | | | | | | Aviation or Logistics Management | | Government Affairs/ Contracting | | Advanced Air Mobility |
Compensation and Benefits
| Christopher Pucillo INDEPENDENT Age: 56 Nationality: American Board: since 2020 Compensation: since 2020 ESG: since 2020 | Principal Occupations | | | | | | | | SOLUS ALTERNATIVE ASSET MANAGEMENT LP (asset management firm founded by Mr. Pucillo) Managing Partner and Chief Executive Officer / Chief Investment Officer since 2007 | | | STANFIELD CAPITAL PARTNERS Partner/Head of Hedge Funds 2002 – 2007 Partner/Head of Trading 2000 – 2002 MORGAN STANLEY Head of High Yield Loan Trading 1996 – 2000 | | | | | Directorships | | | | | | | | OTHER LEADERSHIP AND SERVICE Telluride Foundation Visiting Nurse Association Western Golf Association | | | | | | | | Key Skills and Experience | | | | | | | | | Finance, Accounting or Legal | | Strategic Planning | | Mergers and Acquisitions |
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| Shefali Shah INDEPENDENT Age: 52 Nationality: American Board: since 2023 | Principal Occupations | | | | | | | | AVAYA HOLDINGS CORP. Executive Vice President, Chief Administrative Officer, and General Counsel since 2017 (Avaya Holdings Corp. filed for Chapter 11 bankruptcy protection in February 2023 in order to reorganize and emerged from bankruptcy in May 2023.) | | | ERA GROUP INC. Senior Vice President, General Counsel and Corporate Secretary 2013 – 2017 COMVERSE TECHNOLOGY, INC. Senior Vice President, General Counsel and Corporate Secretary 2010 – 2013 | | | | | Directorships | | | | | | | | PUBLIC COMPANIES Verint Systems Inc. 2007 – 2013 Ulticom, Inc. 2007 – 2010 | | | | | | | | Key Skills and Experience | | | | | | | | | Aviation or Logistics Management | | Finance, Accounting or Legal | | Public Company Governance |
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| Brian D. Truelove INDEPENDENT Age: 65 Nationality: American Board: since 2020 Audit: since 2020 ESG: since 2020 | Principal Occupations | | | | | | | | HESS CORPORATION Senior Vice President, Global Services Chief Information Officer (CIO), Chief Technology Officer (CTO) and Head of Supply Chain / Logistics 2011 – 2018 Senior Vice President, Global Offshore Business Senior Vice President, Global Drilling and Completions | | | ROYAL DUTCH SHELL Senior Vice President for the Abu Dhabi National Oil Company/NDC on secondment from Shell Head of Global Deepwater Drilling and Completions 1980 – 2010 | | | | | Directorships | | | | | | | | PUBLIC COMPANIES Expro Group Holdings N.V. Audit Committee since 2018 ESG Committee Chairman since 2021 | | | | | | | | Key Skills and Experience | | | | | | | | | Oil and Gas | | Risk Management | | Technology/Cybersecurity |
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EXECUTIVE OFFICERS OF THE REGISTRANT Under our Bylaws, our Board elects our executive officers annually. Each executive officer remains in office until that officer ceases to be an officer or his or her successor is elected. There are no family relationships among any of our executive officers. As of the close of business on April 8, 2024, our executive officers were as follows:
Compensation and Benefits
| Name | Age | Position Held with Registrant | | Christopher S. Bradshaw | 47 | President and Chief Executive Officer | | Alan Corbett | 66 | Chief Operating Officer, Government Services | | Elizabeth Matthews | 54 | Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary | | Stuart Stavley | 51 | Chief Operating Officer, Offshore Energy Services | | David F. Stepanek | 58 | Executive Vice President, Chief Transformation Officer | | Jennifer D. Whalen | 50 | Senior Vice President, Chief Financial Officer |
Compensation and Benefits
Christopher S. Bradshaw has served as President and Chief Executive Officer of the Company, currently known as Bristow Group Inc. and previously known as Era Group Inc., since 2014. Mr. Bradshaw has been a Director of the Company since February 2015. He served as Chief Financial Officer of Era Group Inc. from October 2012 to September 2015. From 2009 until 2012, Mr. Bradshaw served as Managing Partner and Chief Financial Officer of U.S. Capital Advisors LLC, an independent financial advisory firm. Prior to co-founding U.S. Capital Advisors LLC, he was an energy investment banker at UBS Securities LLC, Morgan Stanley & Co., and PaineWebber Incorporated. Mr. Bradshaw serves on the board of directors of The National Ocean Industries Association (NOIA) and HeliOffshore. He graduated cum laude from Dartmouth College with a degree in Economics and Government. Alan Corbett has served as our Chief Operating Officer, Government Services since February 2023. In this role, Mr. Corbett is responsible for overseeing all of the Company’s Government Services activity, including existing operations, new business, and emerging markets for areas such as the Company’s growing market share in the Search and Rescue sector, as well as Airnorth and Humberside airport. Previously, Mr. Corbett served as Senior Vice President, Europe, Africa, Middle East, Asia and Australia and Search and Rescue from June 2020 to February 2023. Mr. Corbett had served in a similar role at Old Bristow from June 2018 to June 2020. He previously served as Old Bristow’s Vice President, EAMEA from June 2017 to June 2018. Before that, he served as Old Bristow’s Region Director of the Europe Caspian Region from April 2015 to June 2017 and Region Director of the Europe Business Unit (EBU) from August 2014 to March 2015. Old Bristow filed for Chapter 11 bankruptcy protection in May 2019 in order to reorganize and emerged from bankruptcy in October 2019. Prior to joining Old Bristow in August 2014, Mr. Corbett worked since 1985 in a number of management positions with Baker Hughes Incorporated, including vice president positions in the Middle East, Asia Pacific and Africa, most recently serving as Vice President, Sub Sahara Africa. Elizabeth Matthews has served as our Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary since December 2022. In this role, Ms. Matthews is responsible for legal, compliance, government affairs, insurance risk management, and contract review and management. Ms. Matthews has over 25 years of legal experience providing counsel across several different industries. Her broad legal expertise includes commercial, corporate, M&A,
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| EXECUTIVE OFFICERS OF THE REGISTRANT | TABLE OF CONTENTS | 1 |
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litigation, intellectual property, and compliance. Previously, she served as the Deputy Managing Director, Executive Vice President and General Counsel at TotalEnergies in the U.S., since 2013. Prior to TotalEnergies, Ms. Matthews spent 11 years in various legal positions at Chevron Corporation, as well as six years in private practice. She graduated cum laude from Yale University with a Bachelor of Arts in Humanities and History and received her Juris Doctor from Harvard Law School. Stuart Stavley has served as our Chief Operating Officer, Offshore Energy Services since February 2023. In this role, Mr. Stavley has oversight of the Company’s offshore energy operations in all the regions where the Company operates around the world. In addition, Mr. Stavley has global oversight for operational shared services, which includes Safety, Standards, Supply Chain, and Fleet Management functions, among others. Mr. Stavley served as Senior Vice President, Global Fleet Management for the Company from June 2020 to February 2023. He previously served as Senior Vice President, Operations and Fleet Management for Era from 2014 to June 2020. Mr. Stavley served in numerous other positions since joining Era in 1993, including serving as Senior Vice President, Fleet Management from October 2012 to October 2014, as Vice President, Fleet Management from October 2010 to October 2012, as Director of Technical Services from September 2008 to October 2010, as Director of Maintenance from September 2005 to 2008, as Chief Inspector and as Field Aviation Maintenance Technician. David F. Stepanek has served as our Executive Vice President, Chief Transformation Officer since February 2023. In this role, Mr. Stepanek has responsibility for the transformation of the Company’s business mix through strategic diversification into new markets. Mr. Stepanek served as our Executive Vice President, Sales and Chief Transformation Officer from April 2021 to February 2023 and as our Executive Vice President, Chief Operating Officer from June 2020 until March 2021. He previously served as Senior Vice President, Business Development of Era when he joined Era in January 2020. From 2010 through 2019, Mr. Stepanek held positions within PHI, Inc., most recently having served as President, PHI Americas. Before that, he served as PHI, Inc. Chief Commercial Officer. PHI filed for Chapter 11 bankruptcy protection in March 2019 in order to reorganize and emerged from bankruptcy in September 2019. Before joining PHI in 2010, Mr. Stepanek held a variety of leadership positions at Era. After four years’ service in the U.S. Marine Corps as a heavy lift helicopter avionics technician, Mr. Stepanek moved to Sikorsky as an avionics technician and field service representative; he was subsequently promoted and contributed to the sales and product development of the S-76 and S-92 aircraft, amongst other roles. Jennifer D. Whalen has served as our Senior Vice President, Chief Financial Officer since June 2020. In this role, Ms. Whalen is responsible for company accounting, financial reporting, investor relations, strategy and M&A, tax, information technology and other financial aspects of the Company. Previously, she served as the Senior Vice President, Chief Financial Officer of Era since February 2018. Ms. Whalen served as Era’s Vice President and Chief Accounting Officer from August 2013 until her appointment as Vice President, Acting Chief Financial Officer in June 2017. Ms. Whalen joined Era as Controller in April 2012. From August 2007 to March 2012, she served in several capacities at nLIGHT Photonics Corporation, a supplier of high-performance lasers, including as Director of Accounting. Prior to these roles, she served as the Manager of Accounting at InFocus Corporation for over two years. After serving in the U.S. military, Ms. Whalen started her career in public accounting in the assurance practice group at PricewaterhouseCoopers for approximately five years. She received a B.S. in Accounting from Alabama A&M University and a master’s degree in Accounting from the University of Southern California.
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SECURITIES OWNERSHIP Holdings of Certain Beneficial Owners The following table shows certain information with respect to beneficial ownership of our Common Stock held by any person known by us to be the beneficial owner of more than five percent of any class of our voting securities:
Compensation and Benefits
| Name and Address of Beneficial Owner | Amount Beneficially Owned | Percent of Class(1) | | South Dakota Investment Council 4009 West 49th Street, Suite 300 Sioux Falls, South Dakota 57106 | 4,634,350(2) | 16.3% | | BlackRock, Inc. 50 Hudson Yards New York, New York 10001 | 3,810,719(3) | 13.4% | | Solus Alternative Asset Management LP 25 Maple Street, 2nd Floor Summit, New Jersey 07901 | 3,451,028(4) | 12.2% | | The Vanguard Group Inc. 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | 1,692,232(5) | 6.0% |
Compensation and Benefits
(1)Percentage of the 28,388,508 shares of Common Stock outstanding as of December 31, 2023. (2)According to Amendment 7 to its Schedule 13D filed on March 14, 2024 with the Securities and Exchange Commission (the “SEC”), South Dakota Investment Council has sole voting and dispositive power with respect to all of such shares. Reflects shares of Common Stock directly held by South Dakota Retirement System, for which South Dakota Investment Council is the investment manager. Matthew L. Clark, in his position as the State Investment Officer, has voting and investment power over the assets and has voting and investment power over the shares. (3)According to Amendment 2 to its Schedule 13G filed on January 23, 2024 with the SEC, BlackRock, Inc. has sole voting power with respect to 3,766,535 of such shares and sole dispositive power with respect to all of such shares. The Schedule 13G states that iShares Core S&P Small-Cap ETF has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock, and such person’s interest in such shares of Common Stock is more than 5% of the total outstanding shares of Common Stock of the Company. The Schedule 13G indicates that BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock Asset Management Canada Limited, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Asset Management Ireland Limited, BlackRock Institutional Trust Company, National Association, BlackRock Financial Management, Inc., BlackRock Fund Managers Ltd and BlackRock Investment Management, LLC are the beneficial owners of the securities and that BlackRock Fund Advisors owns more than 5% of the Common Stock. (4)According to Amendment 4 to its Schedule 13D filed on August 9, 2023 with the SEC, as last modified by Form 4 filed on December 1, 2023, Solus Alternative Asset Management LP (“Solus”), Solus GP LLC (“Solus GP”), in its capacity as general partner of Solus, and Christopher Pucillo, in his capacity as managing member of Solus GP, may be deemed to have shared voting and dispositive power with respect to all of such shares. However, these reporting persons expressly disclaim beneficial ownership and membership in a group in these securities and did so in such filings. (5)According to Amendment 5 to its Schedule 13G filed on February 13, 2024 with the SEC, The Vanguard Group, Inc. has shared voting power with respect to 31,871 of such shares, sole dispositive power with respect to 1,648,082 of such shares and shared dispositive power with respect to 44,150 of such shares.
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| SECURITIES OWNERSHIP | TABLE OF CONTENTS | 1 |
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Holdings of Directors, Nominees and Executive Officers The following table shows how many shares (i) each of our current directors, (ii) each of our Named Executive Officers included in the Summary Compensation Table on page 55 of this Proxy Statement and (iii) all of our current directors and executive officers as a group beneficially owned as of the close of business on April 8, 2024:
Compensation and Benefits
| Name(1) | Shares Directly and Indirectly Owned as of April 8, 2024(2) | Options Exercisable on or prior to June 8, 2024 | Total Shares Beneficially Owned | Percent of Class(3) | | Christopher S. Bradshaw | 255,920 | 103,333 | 359,253 | 1.3% | | Lorin L. Brass | 20,420 | 4,880 | 25,300 | * | | Alan Corbett | 57,679 | 10,652 | 68,331 | * | | Wesley E. Kern | 24,032 | 4,880 | 28,912 | * | | Robert J. Manzo | 33,120 | 4,880 | 38,000 | * | | G. Mark Mickelson | 54,802 | 11,063 | 65,865 | * | | General Maryanne Miller, Ret. | 12,589 | — | 12,589 | * | | Christopher Pucillo(4) | — | — | 3,451,028 | 12.2% | | Shefali Shah | — | — | — | * | | Stuart Stavley | 34,553 | 10,000 | 44,553 | * | | David F. Stepanek | 19,949 | 16,667 | 36,616 | * | | Brian D. Truelove | 26,120 | 4,880 | 31,000 | * | | Jennifer D. Whalen | 60,719 | 11,667 | 72,386 | * | | All directors and executive officers as a group (14 persons)(5) | 599,903 | 182,902 | 4,233,833 | 14.9% |
Compensation and Benefits
*Represents less than 1%. (1)The business address of each director and executive officer is 3151 Briarpark Drive, Suite 700, Houston, Texas 77042. (2)Excludes unvested restricted stock over which the holders do not have voting or dispositive powers. (3)Percentages of our Common Stock outstanding as of April 8, 2024, adjusted for each Named Executive Officer, executive officer and director to include such Named Executive Officer’s, executive officer’s and director’s total shares beneficially owned as of such date. (4)Because of his position as the managing member of Solus GP, the general partner of Solus, Mr. Pucillo may be deemed indirect beneficial owner of the 3,451,028 shares of Common Stock held directly or indirectly by certain funds and accounts managed by Solus and/or affiliates thereof (see “Securities Ownership — Holdings of Certain Beneficial Owners”), except to the extent of his pecuniary interest therein. Pursuant to applicable reporting requirements, Mr. Pucillo is reporting indirect beneficial ownership of the entire amount of our shares of Common Stock managed by Solus but he disclaims beneficial ownership of such shares. (5)Includes Messrs. Bradshaw, Brass, Corbett, Kern, Manzo, Mickelson, Pucillo, Stavley, Stepanek and Truelove, General Miller, Ret., and Mses. Matthews, Shah and Whalen.
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COMPENSATION DISCUSSION AND ANALYSIS Table of Contents
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| Executive Overview | 33 | | Factors Considered in Determining Executive Compensation | 40 | | Analysis of Executive Officer Compensation | 41 | | Executive Compensation Program Governance | 52 |
Compensation and Benefits
This Compensation Discussion and Analysis (“CD&A”) describes our 2023 executive compensation program for the following executive officers who served in the positions set forth below during 2023 (collectively, the “Named Executive Officers” or “NEOs”): Our Named Executive Officers
Compensation and Benefits
| Name | Title | | Christopher S. Bradshaw | President and Chief Executive Officer | | Alan Corbett | Chief Operating Officer, Government Services | | Stuart Stavley | Chief Operating Officer, Offshore Energy Services | | David F. Stepanek | Executive Vice President, Chief Transformation Officer | | Jennifer D. Whalen | Senior Vice President, Chief Financial Officer |
Compensation and Benefits
You should read this section of the Proxy Statement in conjunction with the advisory vote that we are conducting on the compensation of our Named Executive Officers (see “Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation” on page 73 of this Proxy Statement), as it contains information that is relevant to your voting decision.
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| COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS | 1 |
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Executive Overview Underpinning the 2023 executive compensation program is a belief held by the Compensation Committee (the “Committee”) that there must be a meaningful link between the compensation paid to our Named Executive Officers and our goal of long-term value creation for our stockholders. This core philosophy is embedded in the following principles that guide all aspects of our executive compensation program:
Compensation and Benefits
| Emphasis on Pay for Performance | A substantial portion of compensation should be variable, contingent on and directly linked to Company and individual performance. | | Attract, Retain and Motivate Talented and Experienced Executives | Total direct compensation should be competitive to attract the best talent to the Company, motivate executives to perform at their highest levels, reward individual contributions that improve the Company’s ability to deliver outstanding performance, and retain those executives with the leadership abilities and skills necessary for building long-term stockholder value. | | Balance and Responsibility | The program should balance incentives for delivering outstanding long-term, sustainable performance against the potential to encourage inappropriate risk-taking. Compensation should consider each executive’s responsibility to act at all times in accordance with our Code of Business Integrity and Supplemental Code of Ethics. | | Stockholder Alignment | The financial interests of executives should be aligned with the long-term interests of our stockholders through stock-based compensation and performance metrics that correlate with long-term stockholder value. |
Compensation and Benefits
Executive Compensation Program A large majority of compensation under the Company’s executive compensation program is performance-based and at-risk and is issued in the form of both annual short-term and long-term incentives. Half of the Company’s long-term incentive program includes pay tied to performance through the use of performance-based stock units (which may be earned via performance against an absolute financial metric and relative total stockholder return). In addition, the financial metric is weighted 50% in the short-term annual incentive program (the “STIP”) and a minimum financial metric threshold must be achieved prior to the payment of any amounts under the individual strategic goals portion of the STIP. The Committee elected to maintain the executive compensation program for 2023 after considering many factors, including, alignment with the Company’s strategy, market practice and trends, and stockholder feedback, including the results of the 2023 say-on-pay vote. In 2023, the say-on-pay proposal was approved by approximately 97% of the votes cast, which the Committee believes affirms stockholder support for the current design of the executive compensation program.
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| COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS | 1 |
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Recent Business Accomplishments The results below highlight the accomplishment of various strategic priorities in 2023 to advance our vision of leading the world in innovative and sustainable vertical flight solutions.
Key Highlights
| Base Salary | Annual Short-Term Incentive (STI) Cash Award | Long-Term Incentive (LTI) Performance-Based Stock Units and Time-Based Restricted Stock Units | | Provides a competitive level of fixed compensation, which is based upon individual factors such as scope of responsibility, experience, and strategic impact | Variable cash compensation component aligned with near-term objectives, while also supporting our long-term strategic plan | •Variable equity-based compensation component emphasizing long-term Company performance •Aligns executive officer interests with our stockholders’ interests |
Key Highlights
| Short-Term Performance Metrics | Long-Term Performance Metrics (3-year performance periods; 50% performance-based stock units; 50% time-based restricted stock units) | | STIP Adjusted EBITDA (50%)(1) | Stock Appreciation | | Measures operating performance from period to period by excluding certain items that the Committee believes are not representative of the Company’s core operating results. | Reinforces the importance of price appreciation and is consistent with our compensation philosophy to align with the long-term interests of our stockholders. Both performance-based stock units and time-based restricted stock units are denominated in shares of Common Stock, directly linking a significant portion of executive officer compensation to stockholder value creation. | | Safety (25%) | Cash Return on Invested Capital (“Cash ROIC”)(2) | | Safety is our number one core value and highest operational priority. The safety metric is comprised of two key metrics: (i) air accidents as classified under the industry standard known as International Civil Aviation Organization (“ICAO”), which includes Class A and Class D air accidents; and (ii) personal injury events as measured by lost time incident severity rate (“LTISR”). | Comprises one-half of performance-based stock unit grants in 2023. Measures the efficiency with which we allocate capital resources, taking into account not just the quantity of earnings, but also the quality of earnings and investments that drive long-term value creation. | | Strategic (25%) | Relative Total Stockholder Return (“RTSR”) | | Measures individual performance for achievement of strategic and operational goals established to support the Company’s strategic priorities. In 2023, the strategic individual goals varied across our functions based on roles and responsibilities, and emphasized the Company’s commitment to sustainability; safety initiatives; diversification in the recruiting process; leadership training and talent management; tracking, review and expansion of various data relating to our workforce to facilitate a deeper understanding of its composition; and AAM development. | Comprises one-half of performance-based stock unit grants in 2023. Measures financial and operational results through our share price as compared to the return of companies in the PHLX Oil Service Index (the “OSX Index”). Performance-based stock units earned based on our RTSR performance aligns the pay for our executive officers to the appreciation (or reduction) our stockholders receive in their investment in the Company. |
Key Highlights
How We Align Pay with Performance A substantial portion of the compensation for the Named Executive Officers is variable or at risk, with 85% of our Chief Executive Officer’s target compensation variable or at risk and an average of 72% of the other Named Executive Officers’ target direct compensation variable or at risk. In 2023, the Committee utilized RTSR and Cash ROIC as performance metrics in the long-term incentive portion of the executive compensation program. Each of the RTSR performance-based stock units granted during 2023 (“2023 RTSR PSUs”) and the Cash ROIC performance-based stock units granted during 2023 (“2023 Cash ROIC PSUs” and, together with the 2023 RTSR PSUs, the “2023 PSUs”) has a 25% weighting and will be settled in shares at the end of the three-year period. The other 50% of the long-term incentive program with respect to the Named Executive Officers for 2023 was time-based restricted stock units with a three-year vesting schedule, comprised of 25% in each of the first and second years and 50% in the third year (the “2023 RSUs”). How 2023 Performance Affected Incentive Payouts Our 2023 compensation reflects achievement of 95.8% of the Target performance level for STIP Adjusted EBITDA, zero air accidents, zero severe injury events, sustained strong performance of LTISR, and achievement of a number of strategic priorities to advance the Company’s vision of leading the world in innovative and sustainable vertical flight solutions. The table below shows the Company’s performance measured against the pre-established performance goals for the 2023 STIP (the “2023 STIP”).
Key Highlights
| Performance Metric | Actual Result for Applicable Performance Period(1) | Threshold | Target (100%) | Stretch (200%) | Payout (as a % of Target) | | 2023 STIP | | | | | | | STIP Adjusted EBITDA (50%) | $157.9 million | $135.0 million | $160.0 million | $180.0 million | 95.8% | | Safety (25%) | | | | | | | ICAO Air Accident(2) | See Page 44 for a Description of the ICAO Air Accident Calculation | | | | 200% | | LTISR | 3.83 | 5.6 | 4.5 | 3.6 | 174.4% | | Individual Strategic Goals (25%) | 100%(3) | Forfeited if 89% of the Threshold performance level for the STIP Adjusted EBITDA performance metric is not achieved. | | | 100% |
Key Highlights
(1)The performance period for the 2023 STIP was January 1, 2023 to December 31, 2023. (2)Any fatality would have resulted in elimination of the complete safety incentive for 2023. See the description of the ICAO Air Accident calculation on page 44. (3)Average performance level of our NEOs with respect to the applicable Individual Strategic Goals. PSUs granted during the fiscal year ended March 31, 2021 (the “FY21 PSUs”) could be earned based upon the Company’s achievement of the target volume weighted average price per share of Common Stock over the 120-day period immediately preceding three annual measurement periods. The tranche of FY21 PSUs that could be earned based on the target volume weighted average price per share of Common Stock over the 120-day period immediately preceding June 12, 2023 were not earned based upon the Company’s inability to achieve the applicable target (which target was $36.00). The first tranche, but not the second tranche, of the FY21 PSUs was previously earned and vested on June 12, 2023.
Key Highlights
Cash ROIC PSUs granted on each of June 1, 2021 (the “FY22 Cash ROIC PSUs”) and June 1, 2022 (the “TYE22 Cash ROIC PSUs”) could be earned based on the Company’s Cash ROIC performance over three separate 12-month periods ending on March 31 of the applicable year. As the Company’s Cash ROIC performance for the 12-month period ended March 31, 2023 was 7.6%, the tranches with annual performance periods ended March 31, 2023 (or one-third (1/3) of each of the FY22 Cash ROIC PSUs and TYE22 Cash ROIC PSUs) were earned at 60% of the Target performance level. All earned FY22 Cash ROIC PSUs and TYE22 Cash ROIC PSUs will vest by June 1, 2024 and June 1, 2025, respectively, subject to applicable vesting requirements. As described herein and as a result of the Company’s change in fiscal years, the Cash ROIC PSUs granted on March 10, 2023 (the “2023 Cash ROIC PSUs”) could be earned based on the Company’s Cash ROIC performance over three separate 12-month periods ending on December 31, 2023, December 31, 2024 and December 31, 2025. The first tranche was earned at 136% of Target performance level based on the Company’s Cash ROIC performance of 9.1% for the 12-month period ended December 31, 2023. All earned 2023 Cash ROIC PSUs will vest by March 1, 2026, subject to applicable vesting requirements. CEO Pay for Performance Alignment We evaluated the relative degree of alignment between our CEO’s total compensation (“Pay”) versus our total stockholder returns (“Performance”) over the prior three annualized fiscal years relative to our peer group (see “Executive Compensation Peer Group” on page 40). Total compensation for Mr. Bradshaw and each of the peers for each year includes base salary, non-equity incentive compensation paid, long-term incentives (stock awards and options) granted, and all other compensation as reported in the Summary Compensation Table. RSUs and performance-based stock units (“PSUs”) are valued using the closing stock price on the date of grant and options are valued using the Black-Scholes option pricing model, in each case, using the standard valuation methodology of Institutional Shareholder Services. Given the change to our fiscal year end from March 31 to December 31 that occurred in 2022, in order to offer clarity and provide additional context regarding the decisions made by the Committee when pay levels for our CEO were set in each of the past three fiscal years, the table below provides annualized cash compensation for Mr. Bradshaw in the nine months ended December 31, 2022 (indicated as “TYE22”) and his equity award grant for such period. The total compensation figures below do not match the Summary Compensation Table but provide an alternative representation of what was considered by the Committee when designing our CEO’s compensation in each of the last three fiscal periods.
Officer Share Ownership Guidelines
| Name & Principal Position | Year(1) | Salary ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Christopher S. Bradshaw President and Chief Executive Officer | 2023 | 731,090 | — | 3,047,755 | — | 1,284,660 | 28,736 | 5,092,241 | | | TYE22 | 542,466 | — | 3,077,047 | — | 931,231 | 19,215 | 4,569,959 | | | FY22 | 720,000 | — | 2,660,921 | — | 1,015,875 | 19,011 | 4,415,807 | | | FY21 | 720,000 | — | 644,164 | 915,830 | 829,586 | 20,244 | 3,129,824 | | Alan Corbett Chief Operating Officer, Government Services | 2023 | 409,396 | — | 624,287 | — | 367,669 | 53,536 | 1,454,888 | | | TYE22 | 289,949 | — | 604,589 | — | 238,430 | 34,529 | 1,167,497 | | | FY22 | 384,841 | — | 665,716 | — | 297,159 | 50,357 | 1,398,073 | | | FY21 | 384,841 | 300,000 | 32,211 | 45,795 | 213,975 | 43,000 | 1,019,822 | | Stuart Stavley(5) Chief Operating Officer, Offshore Energy Services | 2023 | 411,886 | — | 1,332,744 | — | 373,982 | 25,798 | 2,144,410 | | David F. Stepanek Executive VP, Chief Transformation Officer | 2023 | 406,159 | — | 846,588 | — | 383,040 | 25,728 | 1,661,515 | | | TYE22 | 301,370 | — | 854,725 | — | 275,920 | 19,623 | 1,451,638 | | | FY22 | 400,000 | — | 844,744 | — | 302,600 | 18,661 | 1,566,005 | | | FY21 | 400,000 | 260,000 | 128,836 | 183,170 | 225,159 | 57,232 | 1,254,397 |
Officer Share Ownership Guidelines
| Name & Principal Position | Year(1) | Salary ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Jennifer D. Whalen Sr. VP, Chief Financial Officer | 2023 | 452,780 | — | 833,367 | — | 400,987 | 26,162 | 1,713,296 | | | TYE22 | 318,959 | — | 689,114 | — | 272,576 | 19,786 | 1,300,435 | | | FY22 | 400,000 | — | 633,556 | — | 276,188 | 23,804 | 1,333,548 | | | FY21 | 380,000 | — | 286,308 | 169,872 | 203,177 | 12,508 | 1,051,865 |
Officer Share Ownership Guidelines
| Name | Salary Multiple(1) ($) | Target Annual Bonus (Pro-rated)(2) ($) | Vesting of Equity Awards(3) ($) | Extended Health and other Benefits(4) ($) | Total ($) | | Mr. Bradshaw | 1,440,000 | 1,080,000 | 3,286,323 | 62,001 | 5,868,324 | | Mr. Corbett | 414,307 | 310,730 | 721,775 | 28,195 | 1,475,007 | | Mr. Stavley | 415,000 | 311,250 | 870,420 | 68,752 | 1,665,422 | | Mr. Stepanek | 400,000 | 320,000 | 962,860 | 69,090 | 1,751,950 | | Ms. Whalen | 450,000 | 337,500 | 804,014 | 51,557 | 1,643,071 |
Officer Share Ownership Guidelines
| Name | Salary Multiple(1) ($) | Target Annual Bonus Multiple(2) ($) | Target Annual Bonus (Pro-rated)(3) ($) | Vesting of Equity Awards(4) ($) | Extended Health and other Benefits(5) ($) | Total ($) | | Mr. Bradshaw | 2,160,000 | 3,240,000 | 1,080,000 | 7,300,728 | 62,001 | 13,842,729 | | Mr. Corbett | 621,460 | 466,095 | 310,730 | 1,546,437 | 28,195 | 2,972,917 | | Mr. Stavley | 622,500 | 466,875 | 311,250 | 2,179,662 | 68,752 | 3,649,039 | | Mr. Stepanek | 600,000 | 480,000 | 320,000 | 2,089,266 | 69,090 | 3,558,356 | | Ms. Whalen | 675,000 | 506,250 | 337,500 | 1,829,148 | 51,557 | 3,399,455 |
Officer Share Ownership Guidelines
| Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) | Average Compensation Actually Paid to Non-CEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Investment Based on: | | In thousands | | | | | | | | Total Stockholder Return | Peer Group Total Stockholder Return(4) | Net Income (Loss) Attributable to Bristow Group Inc.(5) ($) | STIP Adjusted EBITDA(6)(7) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 5,092,241 | 5,305,680 | 1,743,527 | 1,756,392 | $92.66 | $115.10 | (6,780) | 157,911 | | TYE22 | 4,569,959 | (66,484) | 1,258,000 | (16,182) | $88.92 | $112.94 | 13,528 | 101,536 | | FY22 | 4,415,807 | 8,045,567 | 1,424,868 | 2,199,907 | $121.53 | $106.47 | (15,791) | 143,775 | | FY21 | 3,129,824 | 5,402,016 | 1,083,944 | 1,533,931 | $84.82 | $70.44 | (56,094) | 115,741 | | SP | 1,257,229 | 535,977 | 480,534 | 271,698 | $52.41 | $31.80 | (7,229) | 9,440 |
Officer Share Ownership Guidelines
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Lorin L. Brass | 95,000 | 150,000 | — | 245,000 | | Wesley E. Kern | 110,000 | 150,000 | — | 260,000 | | Robert J. Manzo | 110,000 | 150,000 | — | 260,000 | | G. Mark Mickelson | 155,000 | 150,000 | — | 305,000 | | Gen. Maryanne Miller, Ret. | 87,500 | 150,000 | — | 237,500 | | Christopher Pucillo(2) | 95,000 | — | — | 95,000 | | Shefali Shah(3) | 4,565 | — | — | 4,565 | | Brian D. Truelove | 112,500 | 150,000 | — | 262,500 |
Officer Share Ownership Guidelines
| Forms of Non-Employee Director Compensation | Amount ($) | | Annual Cash Retainer(1) | 80,000 | | Annual Chairman of the Board Fee(2) | 75,000 | | Annual Committee Chair Fees(2) | | | Audit Committee | 15,000 | | Compensation Committee | 12,500 | | Environmental, Social, and Governance Committee | 12,500 | | Annual Committee Member Fees(2) | | | Audit Committee | 10,000 | | Compensation Committee | 7,500 | | Environmental, Social and Governance Committee | 7,500 | | Annual Equity Grant | $150,000 target grant date value per twelve months of service as a member of the Board |

DEF 14A of Bristow Group Inc.

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