UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934
(Amendment No. )Filed by the Registrant þ
Filed by a Party other than the Registrant ¨ Check the appropriate box:
¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þDefinitive Proxy Statement
¨ ��Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12
Bristow Group Inc. |
| | | | | | | | | | | | | |
Filed by the Registrant | ý
| | | |
Filed by a Party other than the Registrant | ¨ | | | |
Check the appropriate box: | | | | |
¨ | Preliminary Proxy Statement | | | | |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
ý
| Definitive Proxy Statement | | | |
¨ | Definitive Additional Materials | | | |
¨ | Soliciting Material Pursuant to §240.14a-12 | | | |
(Name of Registrant as Specified In Its Charter) |
| | | | | | | | | | | | | |
| ERA GROUP INC. |
| (Name of Registrant as Specified In Its Charter)
|
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check the appropriate box): |
ý
| No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| | |
| (2) | Aggregate number of securities to which transaction applies: |
| | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | |
| (4) | Proposed maximum aggregate value of transaction: |
| | |
| (5) | Total fee paid: |
| | |
¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
818 Town & Country Blvd.þ No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
3151 Briarpark Drive
Suite 200
700
Houston, Texas 7702477042
Notice of 20182022
Annual Meeting of Stockholders
And
Proxy Statement
818 Town & Country Blvd.
3151 Briarpark Drive
Suite 200
700
Houston, Texas 7702477042
April 25, 2018June 21, 2022
Dear Fellow Stockholder:
You are cordially invited to attend the 20182022 Annual Meeting of Stockholders (the “Meeting”) of EraBristow Group Inc. (the “Company”), which will be held exclusively via a live audio webcast at the Company’s principal executive offices locatedwww.virtualshareholdermeeting.com/VTOL2022 on Tuesday, August 2, 2022, at 818 Town & Country Blvd., Suite 200, Houston, Texas 77024, on Thursday, June 7, 2018, at 10:9:00 a.m. Central Daylight Time. All holders of record of the Company’s outstanding common stock at the close of business on April 20, 2018,June 6, 2022 will be entitled to vote at the Meeting.
At the Meeting, we will ask you (i) to (i) elect seveneight directors to serve until the 20192023 Annual Meeting of Stockholders; (ii) to approve, on an advisory basis, named executive officer compensation; and (iii) to ratify the appointment of Ernst & YoungKPMG LLP as the Company’s independent registered public accounting firmauditors for the fiscal year ending DecemberMarch 31, 2018; (iii) approve amendments to the Certificate of Incorporation to (a) grant the power to adopt, amend or repeal the Bylaws to the Board and (b) reflect a change of the Company’s registered agent and address in Delaware; (iv) approve amendment to the Bylaws to provide for the resignation of directors who fail to receive a majority of votes cast at an annual meeting of the stockholders (assuming that the election is uncontested); and (v) approve amendments to the Bylaws to (a) clarify that directors can be removed by the stockholders with or without cause and (b) reflect a change of the Company’s registered agent and address in Delaware.2023.
Whether or not you expect to attend the Meeting and regardlessRegardless of the number of shares of the Company’s common stock that you own, you are encouraged to read the accompanying Proxy Statement and the Company’s 2017our Fiscal Year 2022 Annual Report carefully, and to complete, sign, date and returncarefully. Please review the enclosed proxy card for instructions on how you can vote your shares of common stock over the Internet, by telephone, by mail or by attending the Meeting online at www.virtualshareholdermeeting.com/VTOL2022 using your 16-digit control number and voting your shares electronically on August 2, 2022. It is important that all holders of our common stock participate in the postage-paid, pre-addressed envelope provided for such purpose so that your shares will be represented ataffairs of the Meeting.Company. The prompt return of proxy cards will ensure the presence of a quorum.
We hope that you will be able to attend the Meeting and look forward to seeing you there.your participation in the Meeting.
Sincerely,
Christopher S. Bradshaw
President and Chief Executive Officer
| | | | | | | | | | | | | | |
| | 3151 Briarpark Drive | Suite 700 | Houston, Texas 77042 | |
| |
| Sincerely, |
| |
| Christopher S. Bradshaw
President and Chief Executive Officer |
818 Town & Country Blvd.
Suite 200
Houston, Texas 77024
Era Group Inc.
________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on June 7, 2018
________________________
April 25, 2018
To Our Stockholders:
The 2018 Annual Meeting of Stockholders (the “Meeting”) of Era Group Inc. (the “Company”) will be held on Thursday, June 7, 2018, at 10:00 a.m. Central Time, at the Company’s principal executive offices located at 818 Town & Country Blvd., Suite 200, Houston, Texas 77024, for the following purposes:
| |
Notice of 2022 Annual Meeting of Stockholders
DATE AUGUST 2, 2022
TIME 9:00 A.M. CDT
VIA WEBCAST WWW.VIRTUALSHAREHOLDER MEETING.COM/VTOL2022 | | TO OUR
STOCKHOLDERS | |
| June 21, 2022 | |
| | | |
| The 2022 Annual Meeting of Stockholders (the “Meeting”) of Bristow Group Inc. (the “Company”) will be held exclusively via a live audio webcast at www.virtualshareholdermeeting.com/VTOL2022on Tuesday, August 2, 2022, at 9:00 a.m. Central Daylight Time for the following purposes: |
| | | |
| | | |
| 1. | To elect the seveneight directors named in the accompanying Proxy Statement to serve until the 20192023 Annual Meeting of Stockholders;Stockholders or until his or her successor is duly qualified and elected; | |
| | | |
| 2. | To hold an advisory vote to approve named executive officer compensation; | |
| | | |
| 3. | To ratify the appointment of Ernst & YoungKPMG LLP as the Company’s independent registered public accounting firmauditors for the fiscal year ending DecemberMarch 31, 2018;2023; and | |
| | | |
3. | To approve amendments to the Certificate of Incorporation to (A) grant the power to adopt, amend or repeal the Bylaws to the Board and (B) reflect a change of the Company’s registered agent and address in Delaware; |
| |
| 4. | To approve amendment to the Bylaws to provide for the resignation of directors who fail to receive a majority of votes cast at an annual meeting of the stockholders (assuming that the election is uncontested); |
| |
5. | To approve amendments to the Bylaws to (A) clarify that directors can be removed by the stockholders with or without cause and (B) reflect a change of the Company’s registered agent and address in Delaware; and |
| |
6. | To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. |
Only holders of record of the Company’s common stock at the close of business on April 20, 2018, will be entitled to notice of and to vote at the Meeting. See the “Solicitation of Proxies, Voting and Revocation” section of the accompanying Proxy Statement for the place where the list of stockholders may be examined.
Your vote is very important! Please vote by telephone, Internet or by completing, signing, dating and returning the enclosed proxy card, whether or not you expect to attend the Meeting, so that your shares of the Company’s common stock may be represented at the Meeting if you are unable to attend and vote in person. If you attend the Meeting, you may revoke your proxy and vote your shares in person.
|
| |
| For the Board of Directors, |
| |
| Tomas Johnston
Acting General Counsel and Secretary
|
|
| | | |
| | Page | | |
| | Only holders of record of the Company’s common stock at the close of business on June 6, 2022 will be entitled to notice of and to vote at the Meeting. See the “Solicitation of Proxies, Voting and Revocation” section of the accompanying Proxy Statement for the place where the list of stockholders may be examined. We are furnishing proxy materials to our stockholders using the U.S. Securities and Exchange Commission (“SEC”) rule that allows companies to furnish their proxy materials over the Internet. As a result, on June 21, 2022, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) instead of a paper copy of the accompanying Proxy Statement and our Fiscal Year 2022 Annual Report. The Notice contains instructions onhowtoaccess theaccompanying Proxy |
| | | | | | | | | | | | | | |
Please refer to the section entitled “Questions and Answers About Voting Your Shares” beginning on page 1 | | Only stockholders of record and beneficial owners will be able to virtually attend and vote their shares of the Company’s common stock electronically at the Meeting. Submitting a vote before the Meeting will not preclude you from voting your shares electronically at the Meeting should you decide to virtually attend. For specific instructions on how to participate in and vote your shares at the Meeting, please refer to the section entitled “Questions and Answers About Voting Your Shares” beginning on page 1 of the accompanying Proxy Statement. By order of our Board of Directors, Crystal L. Gordon Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary |
| | | | |
| | | YOUR VOTE IS VERY IMPORTANT! WE ENCOURAGE YOU TO VOTE AS SOON AS POSSIBLE. PLEASE VOTE BY PROXY OVER THE INTERNET, OR, IF YOU RECEIVED PAPER COPIES OF OUR PROXY MATERIALS BY MAIL, YOU CAN VOTE BY MAIL, TELEPHONE OR INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD, WHETHER OR NOT YOU EXPECT TO VIRTUALLY ATTEND THE MEETING, SO THAT YOUR SHARES OF THE COMPANY’S COMMON STOCK MAY BE REPRESENTED AT THE MEETING IF YOU ARE UNABLE TO VIRTUALLY ATTEND AND VOTE ELECTRONICALLY. | |
| | | | |
PROXY STATEMENT SUMMARY
This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you may wish to consider prior to voting. Please review the entire Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2022 for more detailed information.
2022 Annual Meeting of Stockholders (the “Meeting”)
General | | | | | | | | | | | | | | | | | |
| | | | | |
| Meeting Details DATE August 2, 2022 TIME 9:00 a.m. CDT VIA WEBCAST www.virtualshareholder meeting.com/VTOL2022 | | | Only stockholders as of the close of business on June 6, 2022 (the “Record Date”) are eligible to vote at the Meeting or by proxy, and each such stockholder shall have one vote for each share of common stock held on the Record Date. |
| | | | |
Shares Held in Street Name | | | | |
| | | VOTING METHODS |
| | | BEFORE THE MEETING |
| | | | BY INTERNET Go to www.proxyvote.com for voting instructions or scan the QR code on your Important Notice Regarding the Availability of Proxy Materials or proxy card with your smartphone, then cast your vote electronically by 11:59 p.m. (Eastern Daylight Time) on August 1, 2022. |
| | | | BY TELEPHONE forYou may call 1-800-690-6903 on a touch-tone telephone and follow the Stockholder Meetinginstructions provided by the recorded message to vote your shares by telephone by 11:59 p.m. (Eastern Daylight Time) on August 1, 2022. |
| | | | BY MAIL You may promptly mail your completed and executed proxy card in the postage-paid envelope, which must be Heldreceived by the Company on June 7, 2018or prior to August 1, 2022. |
| | | DURING THE MEETING |
| | | | VIRTUAL MEETING Go to www.virtualshareholdermeeting.com/VTOL2022 and follow the posted instructions. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or the voting instructions that accompany your proxy materials. |
| | | | | |
Business of the Meeting
| | | | | | | | | | | |
| Proposals | Board Vote
Recommendation | See Page Number
for more information |
| | | |
| 1 | | FOR each nominee | |
| 2 | | FOR | |
| 3 | | FOR | |
| | | | | | | | |
| Bristow Group Inc. | i | 2022 Proxy Statement |
Our Director Nominees
You are being asked to vote on the election of these eight directors. Additional information about each director’s background, skills and experience can be found on pages 24 to 28 of this Proxy Statement.
| | | | | | | | | | | | | | |
| Name | Age | Director Since | Independent | Committee Membership and Chairpersons |
| | | | |
| G. Mark Mickelson | 56 | 2020 | ü | Chairman of the Board of Directors |
| Christopher S. Bradshaw | 45 | 2015 | | |
| Lorin L. Brass | 68 | 2020 | ü | Compensation
Environmental, Social, and Governance |
| Wesley E. Kern | 55 | 2020 | ü | Compensation (Chair)
Audit |
| Robert J. Manzo | 64 | 2020 | ü | Environmental, Social, and Governance (Chair)
Audit |
| General Maryanne Miller, Ret. | 63 | 2021 | ü | Compensation |
| Christopher Pucillo | 54 | 2020 | ü | Compensation
Environmental, Social, and Governance |
| Brian D. Truelove | 63 | 2020 | ü | Audit (Chair)
Environmental, Social, and Governance |
Advisory Approval of Named Executive Officer Compensation
In fiscal year 2022, the Compensation Committee and the Board of Directors (our “Board”) maintained the compensation philosophy and design adopted in fiscal year 2021 following the merger involving Bristow Group Inc. and Era Group Inc. Underpinning the fiscal year 2022 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 modifications in fiscal year 2021 that continued in the fiscal year 2022 executive compensation program included: a greater percentage of pay tied to performance through the use of performance-based stock units (an absolute financial metric and relative total stockholder return); an increased weighting of the financial metric in the short-term annual incentive program (the “STIP”) from 40% to 50%; 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.
Set forth below are other executive compensation best practices that guide the design of our executive compensation program.
| | | | | | | | |
| Bristow Group Inc. | ii | 2022 Proxy Statement |
| | | | | | | | |
ü WHAT WE DO | ü | Engage with large stockholders to discuss matters of interest. |
| ü | 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. |
| ü | Use performance-based long-term incentive awards compensation through performance-based stock units and stock options for which value is contingent upon stock price performance relative to grant date. |
| ü | Review target compensation levels relative to an appropriate set of peers annually. |
| ü | Reinforce the alignment of stockholders and our executives and directors by requiring significant levels of stock ownership. |
| ü | Ensure accountability and manage risk through (i) a robust financial restatement clawback policy applicable to our executive officers, (ii) limits on maximum annual cash incentive award opportunities, and (iii) ongoing risk assessments of our program. |
| ü | Use relative and absolute performance metrics to determine the payment of future performance awards under the Company’s long-term incentive awards. |
| ü | Maintain a Committee composed entirely of independent directors who are advised by an independent compensation consultant. |
| | | | | | | | |
X WHAT WE DON’T DO | X | No employment agreements with any of our executive officers. |
| X | No pledging (unless our General Counsel consents to the pledge) or hedging of our company stock, and no repricing stock options. |
| X | No excise tax gross-ups. |
| X | No significant perquisites. |
| X | No guarantee of bonuses. |
Our Independent Auditors
The Audit Committee of our Board has determined that the accounting firm of KPMG LLP (“KPMG”) is independent from the Company and appointed KPMG as the Company’s independent auditors for fiscal year 2023. Our Board recommends a vote for the ratification of the appointment of KPMG, which conducted the examination of the Company’s financial statements for each of the past twenty fiscal years. KPMG’s total fees for fiscal years 2022 and 2021 were $5.4 million and $6.7 million, respectively, which included approximately $0.4 million (or 6.5%) and $0.3 million (or 4.5%) of non-audit services in fiscal year 2022 and 2021, respectively, that were authorized by the Audit Committee in compliance with our pre-approval policies and procedures.
| | | | | | | | |
| Bristow Group Inc. | iii | 2022 Proxy Statement |
TABLE OF CONTENTS
| | | | | |
| |
| |
| |
| |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS | | |
| | |
| | |
| | |
EQUITY COMPENSATION PLAN INFORMATION | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM | | |
| | |
| | |
PROPOSAL NO. 3 - AMENDMENTS TO THE CERTIFICATE OF INCORPORATION | | |
PROPOSAL NO. 4 - AMENDMENT TO THE BYLAWS TO PROVIDE FOR MAJORITY VOTING FOR THE ELECTION OF DIRECTORS | | |
|
| | | | | | | |
PROPOSAL NO. 5 - AMENDMENTS TO THE BYLAWS TO PROVIDE FOR THE REMOVALSOLICITATION OF DIRECTORS BY STOCKHOLDERS WITH OR WITHOUT CAUSEPROXIES, VOTING AND CHANGE TO THE COMPANY'S REGISTERED AGENT | REVOCATION | | |
| | |
| | |
| | |
STOCKHOLDER PROPOSALS FOR 2019 ANNUAL MEETING | | |
| | |
| | |
| | A-1 |
| | B-1 |
| | C-1 |
Era Group Inc.
818 Town & Country Blvd.
Suite 200
Houston, Texas 77024
_________________________
PROXY STATEMENT
_________________________
Annual Meeting of Stockholders
To be Held on June 7, 2018
SOLICITATION OF PROXIES, VOTING AND REVOCATION
GeneralInformation About this Proxy Statement and the Meeting
This Proxy Statement and the enclosed proxy card are being furnished to holders of record of common stock, $.01$0.01 par value per share (“Common Stock”), of EraBristow Group Inc., a Delaware corporation (the “Company” or “Era”“we”, “us” or “our”), in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) for use at the 20182022 Annual Meeting of Stockholders (the “Meeting”) to be held on Thursday, June 7, 2018,Tuesday, August 2, 2022, and at any adjournmentsadjournment or postponements thereof. When the Company asks for your proxy, we must provide you with a proxy statement that contains certain information specified by law. This Proxy Statement and the enclosed proxy card are first being mailedwere made available to our stockholders on or about May 9, 2018.June 21, 2022. All proxies in the form provided by the Company that are properly executed and returned to us prior to the Meeting will be voted at the Meeting, and any adjournments or postponements thereof, as specified by the stockholders in the proxy or, if not specified, as set forth in this Proxy Statement.
On January 23, 2020, Era Group Inc. (“Era”), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era (“Merger Sub”) and Bristow Group Inc. (“Old Bristow”) entered into an Agreement and Plan of Merger, as amended on April 22, 2020 (the “Merger Agreement”). On June 11, 2020, the merger (the “Merger”) contemplated by the Merger Agreement was consummated and Merger Sub merged with and into Old Bristow, with Old Bristow continuing as the surviving corporation. Following the Merger, Era changed its name to Bristow Group Inc., and Old Bristow changed its name to Bristow Holdings U.S. Inc. Unless the context otherwise indicates, in this Proxy Statement, references to: Voting•the “Company”, “we”, “us” and “our” refer to the Delaware corporation currently known as Bristow Group Inc. and formerly known as Era Group Inc.;
•“Old Bristow” refers to the Delaware corporation formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S. Inc., together with its subsidiaries prior to the consummation of the Merger; and
•“Era” refers to Era Group Inc. (the Delaware corporation currently known as Bristow Group Inc.) prior to consummation of the Merger.
Questions and Answers About Voting Your Shares
Why am I receiving these materials?
The Board has fixedis providing these materials to you in connection with the Board’s solicitation of proxies from our stockholders for the Meeting and any adjournments or postponements thereof. The Meeting will be online and will be a completely virtual meeting of stockholders. You may attend, vote and submit questions during the Meeting via live audio webcast on the Internet at www.virtualshareholdermeeting.com/VTOL2022, on Tuesday, August 2, 2022, at 9:00 a.m. Central Daylight Time. On or about June 21, 2022, we made available to our stockholders proxy materials or an Important Notice Regarding the Availability of Proxy Materials (which we refer to as a “Notice”), containing instructions on how to access our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2022 (the “Annual Report”), and how to vote your shares.
| | | | | | | | |
| Bristow Group Inc. | 1 | 2022 Proxy Statement |
| | | | | | | | |
| SOLICITATION OF PROXIES, VOTING AND REVOCATION | | |
What is the purpose of the Meeting?
At the Meeting, you and our other stockholders entitled to vote at the Meeting will be asked to consider and vote on the following proposals:
1To elect eight directors named in this Proxy Statement to serve until the 2023 Annual Meeting of Stockholders or until his or her successor is duly qualified and elected or until his or her earlier resignation or removal;
2To approve, on an advisory basis, named executive officer compensation;
3To ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent auditors for the fiscal year ending March 31, 2023; and
4To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.
Will there be any other items of business on the agenda?
We do not expect that any other items of business will be considered because the deadlines for stockholder proposals and nominations have already passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be brought before the Meeting. Those persons intend to vote that proxy in accordance with their best judgment.
Who can attend the Meeting?
Only stockholders of record as of the close of business on April 20, 2018, as the record dateJune 6, 2022 (the “Record Date”) or the holders of their properly submitted valid proxies may attend the Meeting virtually at www.virtualshareholdermeeting.com/VTOL2022. A list of the Company’s stockholders entitled to vote at the Meeting will be available for review during ordinary business hours for ten days prior to the Meeting, and information on how to remotely access a list of stockholders entitled to vote at the Meeting in secure electronic format will be available online on the day of the Meeting.
How do I attend the Meeting?
The Meeting will be held solely by means of remote communication in a virtual meeting format only. If you are a stockholder of record as of the close of business on the Record Date, you will be able to virtually attend the Meeting, vote your shares and submit your questions online during the Meeting by visiting www.virtualshareholdermeeting.com/VTOL2022 and following the login instructions below. If you hold your shares in “street name” (a term that means the shares are held in the name of another party on behalf of its customer, the beneficial owner), you may gain access to the Meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee holder.
How do I access the audio webcast of the Meeting?
The Meeting will begin promptly at 9:00 a.m. (Central Daylight Time). The Company encourages you to access the Meeting prior to the start time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the Meeting to allow time for you to log in and test your computer audio system, and you should allow ample time for the determinationcheck-in procedures. To virtually attend the Meeting, log in at www.virtualshareholdermeeting.com/VTOL2022. It is important that you retain a copy of your unique 16-digit control number, which appears on your Notice, on your proxy card or on the instructions that accompanied your proxy materials, as such number will be required to gain access to and vote during the Meeting. In the event that you do not have a control number, please contact your broker, bank or other nominee holder as soon as possible so that you can be provided with the control number and gain access to the Meeting. If, for any reason, you are unable to locate your control number, you will still be able to virtually attend the Meeting as a guest by accessing www.virtualshareholdermeeting.com/VTOL2022 and following the guest login instructions; you will not, however, be able to vote or ask questions.
| | | | | | | | |
| Bristow Group Inc. | 2 | 2022 Proxy Statement |
| | | | | | | | |
| SOLICITATION OF PROXIES, VOTING AND REVOCATION | | |
How do I submit a question at the Meeting?
As part of the Meeting, we will hold a live question and answer session, during which time we intend to answer questions submitted during the Meeting in accordance with the rules of conduct for the Meeting that are pertinent to the Company and meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. The rules of conduct for the Meeting will be posted on www.virtualshareholdermeeting.com/VTOL2022 before and during the Meeting. Only stockholders who log in using their unique 16-digit control number, which appears on your Notice, on your proxy card or on the instructions that accompanied your proxy materials, will be able to ask questions at the Meeting.
Why are you holding a virtual meeting instead of a physical meeting?
The Meeting will be a completely virtual meeting of stockholders conducted exclusively by a live audio webcast. We believe that hosting a virtual meeting will provide a consistent experience to all stockholders regardless of location and enable more stockholders to attend and participate in the Meeting as stockholders can participate from any location around the world with Internet access. We will continue to assess the best approach to conduct meetings of stockholders going forward.
What constitutes a quorum?
The presence at the Meeting virtually or by proxy of the holders of a majority in voting power of the issued and outstanding shares of Common Stock entitled to vote at the Meeting is required to constitute a quorum for the transaction of business. Abstentions and broker non-votes (i.e., shares with respect to which a broker indicates that it does not have discretionary authority to vote on a matter) will be counted for purposes of determining whether a quorum is present at the Meeting.
Who is entitled to vote at the Meeting?
Subject to the limitations on voting by non-U.S. citizens described below, only holders of record of Common Stock at the close of business on the Record Date are entitled to notice of, and to vote at, the Meeting. Each stockholder of record will beis entitled to one vote for each share of Common Stock held asheld. Shares of Common Stock represented virtually or by a properly submitted proxy will be voted at the Meeting. On the Record Date, 28,329,516 shares of Common Stock were outstanding and entitled to vote.
The Company’s Amended and Restated Bylaws (our “Bylaws”) provide that persons or entities that are not “citizens of the U.S.” ( as defined in 49 U.S.C. § 40102(a)(1), as in effect on all matters properly to come before the Meeting, and may votedate in personquestion, or by proxy. Attendance at the Meeting, in personany successor statute or by proxy,regulation, as interpreted by the holdersU.S. Department of record of a majorityTransportation and any successor agency thereto in applicable precedent, including any agent, trustee or representative thereof) shall not collectively own or control more than 24.9% of the voting power of allour outstanding capital stock (the “Permitted Foreign Ownership Percentage”) and that, if at any time persons that are not citizens of the U.S. nevertheless collectively own or control more than the Permitted Foreign Ownership Percentage, the voting rights of shares owned by stockholders who are not citizens of Common Stockthe U.S. shall automatically be reduced by such amount such that the total number of votes such holder shall be entitled to vote at a meeting of stockholders constitutes a quorum for the Meeting. Abstentions and “broker non-votes” will be counted as present and entitled to vote for purposes of determining a quorum for the Meeting. A “broker non-vote” occurs when a bank, broker or other holder of record (a “broker”) holding shares in “street name” for a beneficial owner does not vote on a particular proposal because it doesexceed the Permitted Foreign Ownership Percentage. Shares held by persons who are not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. If you hold your shares in “street name” you must follow the instructions you receive from your broker in order to vote at the Meeting. If you hold your shares in “street name” and want to vote in person, you must obtain a legal proxy from your broker and bring it to the Meeting.
Ascitizens of the Record Date, there were 21,688,876 shares of Common Stock outstanding. The Company has no otherU.S. may lose their associated voting securities issued or outstanding.
A list of the Company’s stockholders of record as of the Record Date willrights and be available for examination by any stockholder, for purposes germane to the Meeting, during ordinary business hours for the ten-day period prior to the date of the Meeting, at the Company’s principal executive offices located at 818 Town & Country Blvd., Suite 200, Houston, Texas 77024.
Stockholders are requested to vote in one of the following ways:
by telephone by calling the toll-free number 1-800-776-9437 in the United States or 1-718-921-8500 from foreign countries from any touch-tone phone and following the instructions (have your proxy card in hand when you call);
by Internet by accessing “www.proxyvote.com” and following the on-screen instructions or scanning the QR code with your smartphone (have your proxy card in hand when you access the website);
by completing, dating, signing and promptly returning the accompanying proxy card, in the enclosed postage-paid, pre-addressed envelope provided for such purpose; or
in person at the Meeting (please see below under “Attending the Meeting in Person”)
Shares of Common Stock represented by properly executed proxy cards or voted by telephone or Internet that are received by the Company and not subsequently revoked will be voted at the Meeting in accordance with the instructions contained therein. Directors are elected by a plurality of the shares of Common Stock present in person or represented by proxy at the Meeting and voting on the matter. There is no cumulative voting for the election of directors. Only votes for a director or votes withheld are counted in determining whether a plurality has been cast for each director in the election of directors. Abstentions and “broker non-votes,” described below, are not counted for purposes of the election of directors and will not affect the outcome of such election. See “Shares Held in Street Name.”
For matters other than the election of directors, stockholders may vote in favor of or against the proposal, or may abstain from voting. The proposed amendments to the Company’s Certificate of Incorporation and Bylaws require the affirmative vote of the holders of at least a majority of the voting power of the Company’s outstanding shares of Common Stock entitled to vote. For purposes of each of Proposal No. 3, 4 and 5, abstentions and “broker non-votes” will have the effect of a vote against the proposal.
For matters other than the election of directors, or amendment of the Company’s Certificate of Incorporation or Bylaws, the affirmative vote of a majority of the shares of Common Stock present in person or by proxy and voting on the matter is required for approval of those matters. Because abstentions are treated as shares of Common Stock not voting, abstaining has no effect on the outcome. “Broker non-votes” are counted on and can be voted for routine matters, such as ratification of independent registered public accounting firms.
Shares Held In Street Name
If you hold your shares in “street name,” you must follow the instructions you receive from your broker in order to vote at the Meeting. If you hold your shares in “street name” and want to vote in person, you must obtain a legal proxy from your broker and bring it to the Meeting.
On routine matters, brokers have the discretion to vote shares held in “street name” - a term that means the shares are held in the name of the broker on behalf of its customer, the beneficial owner. Generally, “broker non-votes” occur when shares held by a broker for a beneficial owner are not voted with respect to a non-routine matter because the broker has not received voting instructions from the beneficial owner and the broker lacks discretionary authority to vote the shares because of the non-routine nature of the matter. If your shares are held in “street name” by a broker and you wish to vote on any of Proposal No. 3, 4 or 5, or to act upon any other non-routine business that may properly come before the Meeting, you should provide instructions to your broker. Under the rules of the New York Stock Exchange (the “NYSE”), if you do not provide your broker with instructions, your broker generally will have the authority to vote on routine matters. Except for the proposal to ratify the appointment of Ernst & Young LLP, all other matters at the Meeting are expected to be non-routine.
If you sign and return your proxy card but do not specify how your shares of Common Stock are to be voted, they will be voted FOR electionredeemed as a directorresult of each of the nominees named under FOR Proposal No. 1 - Election of Directors in this Proxy Statement and listed under Item 1 of the enclosed proxy card; FOR Proposal No. 2 - Ratification of Appointment of Independent Registered Accounting Firm in this Proxy Statement and listed under Item 2 of the enclosed proxy card; FOR Proposal No. 3 - Amendment to the Certificate of Incorporation in this Proxy Statement and listed under Item 3 of the enclosed proxy card; FOR Proposal No.4 - Amendment to the Bylaws to Provide for Majority Voting for the Election of Directors in this Proxy Statement and listed under Item 4 of the enclosed proxy card; and FOR Proposal No. 5 - Amendments to the Bylaws to Provide for the Removal of Directors by Stockholders with or without Cause and Change to the Company’s Registered Agent in this Proxy Statement and listed under Item 5 of the enclosed proxy card. Ifthese provisions.
Will other matters are properly presented at the Meeting for consideration, the persons named in the proxy will have the discretion to vote on those matters for the stockholder.stockholders see my vote?
As a matter of policy, proxy cards, ballots and voting tabulations that identify individual stockholders are kept confidential by the Company. Such documents are made available only to the inspector of election and personnel associated with processing proxies and tabulating votes at the Meeting. The votes of individual stockholders will not be disclosed except as may be required by applicable law.
What is the difference between a stockholder of record and a “street name” holder? AttendingIf your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record with respect to those shares.
| | | | | | | | |
| Bristow Group Inc. | 3 | 2022 Proxy Statement |
| | | | | | | | |
| SOLICITATION OF PROXIES, VOTING AND REVOCATION | | |
If your shares are held in a stock brokerage account or by a bank, or other nominee holder, then the broker, bank or other nominee holder is the stockholder of record with respect to those shares. However, you still are the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, or other nominee holder how to vote their shares. Street name holders are also invited to virtually attend the Meeting. You may not vote your shares electronically at the Meeting in Personunless you receive a valid proxy from your brokerage firm, bank, broker dealer or other nominee holder. Please refer to the voter instruction cards used by your bank, broker or other nominee holder for specific instructions on methods of voting, including using the Internet or by telephone.
Only record or beneficial ownersHow many votes are required for the approval of each proposal?
Election of Directors:Directors are 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, each nominee who is a current director of the Company is required to submit an irrevocable resignation as a director, which resignation would become effective upon (1) that person not receiving a majority of the votes cast in favor of his or her election in an uncontested election (i.e., the number of votes “for” such director’s election constitutes less than the number of votes “withheld” with respect to such director’s 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 Company’s stockholders do not have cumulative voting rights for the election of directors.
Votes Required to Adopt Other Proposals:The affirmative vote of the holders of a majority of shares of Common Stock present virtually or represented by proxy the Meeting and voting on the subject matter is required for approval of all other proposals being submitted to stockholders for consideration.
How are abstentions and “broker non-votes” counted?
Abstentions will not affect the outcome of the election of directors. For matters other than the election of directors, stockholders may vote in favor of or against the proposal, or may abstain from voting, and the affirmative vote of a majority of the shares of Common Stock present virtually or by proxy and voting on the subject matter is required for approval of those matters. Abstentions will have no effect on any of the proposals.
“Broker non-votes” will have no effect on any of the proposals. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares in “street name” for a beneficial owner does not vote on a particular proposal because it does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. “Broker non-votes” may only be voted for routine matters. The only routine matters to be brought before the stockholders at the Meeting are (i) the ratification of the appointment of KPMG as the Company’s independent auditors for the fiscal year ending March 31, 2023 and (ii) the adjournment or postponement of the Meeting. If your shares are held in “street name” by a broker and you wish to vote on any non-routine business that may properly come before the Meeting, you should provide instructions to your broker. Under the rules of the New York Stock Exchange (the “NYSE”), if you do not provide your broker with instructions, your broker generally will have the authority to vote on routine matters. Broker non-votes will be counted for purposes of determining whether a quorum is present at the Meeting, but they are not counted for purposes of calculating the votes cast on particular matters at the Meeting.
| | | | | | | | |
| Bristow Group Inc. | 4 | 2022 Proxy Statement |
| | | | | | | | |
| SOLICITATION OF PROXIES, VOTING AND REVOCATION | | |
How does the Board recommend that I vote?
The Board recommends that you vote:
•FOR the election of each nominee for director contained in this Proxy Statement (Proposal 1);
•FOR approval of the Company’s named executive officer compensation (Proposal 2);
•FOR ratification of the appointment of KPMG as the Company’s independent auditors for the fiscal year ending March 31, 2023 (Proposal 3).
Why did I receive a notice in the mail regarding Internet availability of the proxy materials instead of a paper copy of the proxy materials?
We are pleased to be distributing our proxy materials again to certain stockholders via the Internet under the “notice and access” approach permitted by the rules of the SEC. As a result, we are mailing to many of our stockholders a Notice about the Internet availability of the proxy materials instead of a full paper copy of the proxy materials. This approach conserves natural resources and reduces our costs of printing and distributing the proxy materials, while providing a convenient method of accessing the materials and voting. All stockholders receiving the Notice will have the ability to access the proxy materials over the Internet and may request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. In addition, the Notice contains instructions on how you may request to access proxy materials in printed form by mail or electronically on an ongoing basis.
How do I vote?
You may vote virtually at the Meeting online at www.virtualshareholdermeeting.com/VTOL2022 by using the 16-digit control number included with these proxy materials, or you may give us your proxy. We recommend that you vote by proxy even if you plan to virtually attend the Meeting in person.Meeting. As described below, you can revoke your proxy or change your vote at the Meeting. You can vote by proxy over the telephone by calling a toll-free number, electronically by using the Internet or through the mail as described below. If you would like to vote by telephone or by using the Internet, please refer to the specific instructions set forth on the Notice, proxy card or voting instruction card. Stockholders are requested to vote in one of the following ways:
•by telephone by calling 1-800-690-6903 from any touch-tone phone and following the instructions (have your proxy card in hand when you call);
•by Internet before the Meeting by accessing www.proxyvote.com and following the on-screen instructions or scanning the QR code with your smartphone (you will need the 16-digit control number included with these proxy materials);
•during the Meeting at www.virtualshareholdermeeting.com/VTOL2022 (please see above under “How do I attend the Meeting?”); or
•by completing, dating, signing, and promptly returning the accompanying proxy card, in the enclosed postage-paid, pre-addressed envelope provided for such purpose. No postage is necessary if the proxy card is mailed in the United States.
If you hold your shares through a shareholderbank, broker or other nominee holder, such entity/person will give you separate instructions for voting your shares.
What does it mean if I receive more than one proxy card?
If you receive more than one proxy card, it means that you hold shares registered in more than one name or in different accounts. To ensure that all of record,your shares are voted, please vote by proxy by following instructions provided in each proxy
| | | | | | | | |
| Bristow Group Inc. | 5 | 2022 Proxy Statement |
| | | | | | | | |
| SOLICITATION OF PROXIES, VOTING AND REVOCATION | | |
card. If some of your shares are held in “street name”, you may be askedshould have received voting instruction with these materials from your broker, bank or other nominee holder. Please follow the voting instruction provided to present proof of identification, such as a driver’s licenseensure that your vote is counted.
Can I revoke or passport. Beneficial owners must also present evidence of stock ownership, such as a recent brokerage account or bank statement.
change my vote after I return my proxy card?
Revocation of Proxies
Yes. A stockholder who so desires may revoke his, her, or its proxy at any time before it is exercised at the Meeting by: (i) providing written notice to the Corporate Secretary of the Company;Company; (ii) duly executing a proxy card bearing a date subsequent to that of a previously furnished proxy card;card; (iii) by entering new instructions by Internet or telephonetelephone; or (iv) virtually attending the Meeting and voting in person. Attendancevoting. Virtual attendance at the Meeting will not in itself constitute a revocation of a previously furnished proxy, and stockholders who attend the Meeting in personvirtually need not revoke their proxy (if previously furnished) to vote in person. The Company encourageselectronically. We encourage stockholders that plan to virtually attend the Meeting to vote by phonetelephone or Internet or to submit a valid proxy card and vote their shares prior to the Meeting. If you hold your shares in “street name” and want to revoke your proxy, you will need to provide instructions to your broker.broker, bank or other nominee holder.
What happens if I do not make specific voting choices? If you are a stockholder of record and you submit your proxy without specifying how you want to vote your shares, then the proxy holder will vote your shares in the manner recommended by the Board on all proposals. If you hold your shares in “street name” and you do not give instructions to your broker, bank or other nominee holder to vote your shares, under the rules that govern brokers, banks, and other nominee holders who are the stockholders of record of the shares held in “street name”, it generally has the discretion to vote uninstructed shares on routine matters but has no discretion to vote them on non-routine matters. The only “routine” matters expected to be brought before the stockholders at the Meeting are (i) the appointment of KPMG as the Company’s independent auditors for the fiscal year ending March 31, 2023 and (ii) the adjournment or postponement of the Meeting. See “How are abstentions and ‘broker non-votes’ counted?” beginning on page 4.
Where can I find the voting results of the Meeting?
The Company plans to announce preliminary voting results at the Meeting and to publish the final results in a Current Report on Form 8-K within four business days following the Meeting.
Important Notice Regarding the Availability of Proxy Materials for the StockholderMeeting
Your Notice about the Internet availability of the proxy materials or proxy card will contain instructions on how to:
•View our proxy materials for the Meeting to be Held on June 7, 2018the Internet; and
This Proxy Statement, the Notice of Annual Meeting of Stockholders•Instruct us to send our future proxy materials to you electronically by e-mail.
Our proxy materials and the Company’s 2017our Annual Report are also available on the Internetour website at www.eragroupincinvestors.comwww.bristowgroup.com. In addition, you may find information on how to obtain directions to virtually attend the Meeting and vote in personelectronically by submitting a query via e-mail to Investor_Relations@eragroupinc.comInvestorRelations@bristowgroup.com.
Your Notice or proxy card will contain instructions on how you may request to access proxy materials electronically on an ongoing basis. Choosing to access your future proxy materials electronically will reduce the costs of printing and distributing our proxy materials. If you choose to access future proxy materials electronically, you will receive an e-mail with instructions containing a link to the website where our proxy materials are available and a link to the proxy voting website. Your election to access proxy materials by e-mail will remain in effect until terminated by you. Solicitation and Solicitation Expenses
The Company will bear the costs of solicitation of proxies for the Meeting. In addition to solicitation by mail, directors, officers and regular employees of the Company may solicit proxies from stockholders by telephone, electronic or facsimile transmission, personal interview or other means.
| | | | | | | | |
| Bristow Group Inc. | 6 | 2022 Proxy Statement |
| | | | | | | | |
| SOLICITATION OF PROXIES, VOTING AND REVOCATION | | |
The Company has requested brokers, bankersbanks and other nominees who holdnominee holders of voting stockCommon Stock of the Company to forward proxy solicitation materials to their customers, and such nomineesbrokers, banks and nominee holders will be reimbursed for their reasonable out-of-pocket expenses.
The Company has retained D.F. King & Co., Inc. to aid in the solicitation of proxies. The fees of D.F. King & Co., Inc. are $8,500$7,000 plus reimbursement of its reasonable out-of-pocket costs. If you have questions about the Meeting or need additional copies of this Proxy Statement or additional proxy cards, please contact the Company’s proxy solicitation agent as follows:
D.F. King & Co., Inc.
48 Wall Street, 22nd22nd Floor
New York, NY 10005
Banks/Brokers: (212) 269-5550
Toll-free: (800) 755-7250
Toll-free: (877) 732-3617 | | | | | | | | |
| Bristow Group Inc. | 7 | 2022 Proxy Statement |
CORPORATE GOVERNANCE
Environmental, Social, and Governance (“ESG”)
Bristow’s vision is to lead the world in innovative and sustainable vertical flight solutions, and we are committed to leading responsibly. Along with our commitment to safe and reliable operations, we have a corporate social responsibility program and focus on environmental responsibility through daily practices as further described in the following sections. The Environmental, Social, and Governance Committee of the Board (the “ESG Committee”) oversees our sustainability initiatives, which include, but are not limited to, prioritizing efforts to reduce our environmental footprint, increasing transparency for our stakeholders, and ensuring our social responsibility program continues to provide value for our employees and the community.
We intend to publish our inaugural sustainability report in the second quarter of fiscal year 2023.
Environmental and Social Initiatives
Bristow seeks to play a positive role in the communities where we operate by conducting our operations in a way that respects the environment and surrounding communities. Additionally, through Bristow Uplift, our social responsibility program, we align our business practices with social investments and work to build strong community relationships that will have a positive impact on our communities and create long-term value for our business.
Environmental Initiatives
In fiscal year 2021, Bristow was one of the first vertical lift operators in the U.K. to obtain International Organization for Standards (ISO) 14001 certification, which certifies that our U.K. operations have an environmental management system in place that monitors, manages, and delivers continuous improvement at our bases of operations. In fiscal year 2022, our Brazil operations passed an ISO 14001 audit continuing their certification that was obtained in 2018, and we began working to obtain ISO 14001 certification for other operating bases throughout our global footprint. We also have undertaken proactive measures to reduce aircraft emissions and reduce the environmental impact of our operations by monitoring operational practices to reduce our time running the aircraft on the ground, utilizing a fleet of modern and regularly maintained aircraft supported by the latest technologies, such as flight planning software for payload management, and by partnering with our customers to maximize seat utilization, thus reducing the number of flights required. Additionally, we are partnering with engine manufacturers, aircraft manufacturers, fuel suppliers, customers and other stakeholders to be early and leading adopters of sustainable aviation fuels. We are also transitioning to the use of more electric ground support vehicles in our operations and have partnered with manufacturers to assist with the development of electric vertical takeoff and landing and short takeoff and landing aircraft.
Bristow Uplift
We align our social investment initiatives with the five pillars of this program: Education, the Underserved, Health and Wellness, Diversity, and Sustainability.Through these efforts, we support building strong community relationships through the causes that are most important to our employees, ultimately creating long-term value for our business.
Human Rights
Through our Code of Business Integrity (“COBI”), we have committed to upholding the principles of the United Nations Universal Declaration of Human Rights and standards such as nondiscriminatory treatment, voluntary employment, freedom of association, minimum wage, anti-harassment, prohibiting forced or child labor, and maintaining a healthy and safe work environment. We have adopted an Antislavery and Human Trafficking Policy that is applicable to our employees. The policy prohibits any use of slavery or human trafficking in Bristow’s supply chain, and as a condition of doing business with Bristow, we require all suppliers of aircraft, parts, and components to agree to comply with our COBI.
| | | | | | | | |
| Bristow Group Inc. | 8 | 2022 Proxy Statement |
Safety, Industry Hazards and Insurance
The safety of our passengers and the maintenance of a safe working environment for our employees is our number one core value and highest operational priority. We have a strong safety culture committed to zero accidents and zero harm. It is owned by each employee and led by our President and Chief Executive Officer, who is responsible for setting the tone at the top. Aviation services are potentially hazardous and may result in incidents or accidents. Challenges to safe operations include unanticipated adverse weather conditions, fires, human factors, and mechanical failures that may result in death or injury to personnel, damage to equipment, and other environmental or property damage. We are also subject to regulation by OSHA and comparable state agencies, whose purpose is to protect the health and safety of workers. Failure to comply with these agencies’ requirements can lead to the imposition of penalties.
Technology and Standards
Bristow’s fleet is configured with the latest safety equipment, including Traffic Collision Avoidance Systems (TCAS), Enhanced Ground Proximity Warning Systems (EGPWS) or Helicopter Terrain Awareness and Warning Systems (HTAWS), Automatic Dependent Surveillance- Broadcast (ADS-B), Helicopter Flight Data Monitoring (“FDM”) Systems, Health and Usage Monitoring Systems (“HUMS”), satellite communication and flight following systems, and forward facing tail cameras. During the fiscal year 2022, we also enhanced our mass emergency communication system, which we expect will allow for digital incident management to be adopted in fiscal year 2023, and completed the integration of the Company safety information system (BeSAFE) in Brazil, Suriname and the U.S. Gulf of Mexico.
Systems and Processes
Our safety, legal, and compliance departments oversee our adherence with government regulations, customer safety requirements and safety standards within our organization, the standardization of our base operating procedures and the proper training of our employees. A key to maintaining our strong safety record is developing and retaining highly qualified, experienced, and well-trained employees. We conduct extensive safety training on an ongoing basis and develop, implement, monitor, and continuously improve our safety management system to proactively manage risk and support the physical safety and mental wellness of our employees. Additionally, we have implemented supporting safety programs that include, among many other features, (i) transition and recurrent training using full-motion flight simulators and other flight training devices, (ii) a FAA approved FDM program and (iii) HUMS, which automatically monitor and report on vibrations and other anomalies on key components of certain helicopters in our fleet.
Culture
Our safety culture and the implementation of the Target Zero program is modeled by each employee and led by our President and Chief Executive Officer, who is responsible for setting the tone at the top. Under COBI, all employees are empowered, and actively encouraged by management, to challenge unsafe acts and conditions, including by exercising his or her “STOP WORK” authority, and participate in safety improvements by the Company.
Human Capital Management
With over seven decades of operations, we are one of the largest and longest-serving helicopter operators in the world, with a reputation for operational excellence. Our employees are some of the most highly regarded experts in vertical flight solutions. We prepare our employees for success through training, competitive benefits packages, and career development. We believe the best way to attract and retain top talent is to invest in our people through creating safe work environments, employee training and multi-level engagement to support their success. We seek qualified candidates who are aligned with our commitment to safety and other core values of integrity, passion, teamwork and progress. Our areas of focus for human capital management are:
Health and Safety
Safety is our number one core value and highest operational priority. Our pilots, maintenance technicians and support personnel are committed to our mission to provide safe, efficient and reliable aviation services. We initiated our industry-
| | | | | | | | |
| Bristow Group Inc. | 9 | 2022 Proxy Statement |
leading safety program, Target Zero, and are one of three founding members of HeliOffshore, an organization dedicated to collaboration across the offshore helicopter industry to improve safety around the world.
We believe in keeping everyone safe and well, which includes doing our part to safeguard our physical and mental well- being. We currently have global resources in place to support mental health including an employee well-being portal that provides information and support channels for navigating stress and access to counseling and mental health professionals for all our employees around the world. In response to the COVID-19 pandemic, we have taken a number of steps to help protect the health and well-being of our workforce and communities, including the implementation of flexible work schedules, incremental paid time off for employees experiencing symptoms and augmenting safety operational procedures to prevent workplace and passenger exposure.
Training and Development
We are committed to elevating our employees. All of our employees are required to take periodic trainings that promote the commitment to our core values. Our pilots and mechanics are required to take the latest trainings to ensure they are equipped to operate our aircraft with the best knowledge and experience. Our licensed professionals are afforded the opportunity for continuing education in their fields of expertise.
Diversity and Inclusion
We are committed to attracting and retaining high-performing employees through a diverse talent base and evaluating and promoting throughout our organization based on skills and performance. This is reinforced through our policy under our COBI to provide equal opportunity for everyone in recruiting, hiring, developing, promoting and compensating without regard to race, color, religion, sex, sexual orientation, national origin, citizenship, age, marital status, veteran status or disability. Our workforce is represented by 37 nationalities globally, approximately 25% of our U.S. employees are veterans and approximately 18% of our workforce are women, with 38% serving in management level roles and with half of our executive management team represented by women. In addition, we have racial and ethnic diversity across our global operations.
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 eight 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.
During fiscal year 2022, the Board held ten meetings. Each of the directors attended at least 87.5% of the combined total meetings of the full Board and each of the committees on which he or she served, in each case, during the portion of fiscal year 2022 in which he or she served as a member of the Board. 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 attended the 2021 Annual Meeting of Stockholders. We facilitate director attendance at each Annual Meeting of Stockholders by scheduling such meetings in conjunction with regular Board and committee meetings.
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. 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.
| | | | | | | | |
| Bristow Group Inc. | 10 | 2022 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.
Majority Voting
Our Bylaws provide that a director who fails to receive a majority of votes cast at an annual meeting of the 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 Nominating and Corporate GovernanceESG 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 rigorousannual 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.erahelicopters.comwww.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-managementnon-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”Directors.”
Board of Directors and Director IndependenceExecutive Sessions
The business and affairs of the Company are managed under the direction of the Board. The Company’s amended and restated bylawsCorporate Governance Guidelines provide that the Board will consist of not less than three and not more than fifteen directors. Currently, the Board has sevenCompany’s non-management directors all of whom are nominated to be re-elected at the Meeting. During 2017, the Board held five meetings. Eachshall meet periodically in executive session without any management participation. In addition, if any of the non-management directors attendedare not independent under the applicable rules of the NYSE, then the independent directors will meet separately at least 75%
| | | | | | | | |
| Bristow Group Inc. | 11 | 2022 Proxy Statement |
once per year without the presence of the combined total meetings of the full Boardnon-independent director, and the committees on which he or she served in 2017. Although the Company does not have a formal policy requiring Board members to attend the annual meeting of stockholders, all sevenat other times as necessary. Committees of the Board members then serving attendedmay also meet in executive session without the Company’s 2017 annual meetingpresence of stockholders.any non-independent director as deemed appropriate.
A majority of the Company’s directors are independent, non-employee directors. The Board has made the affirmative determination that each of Messrs. Charles Fabrikant, Blaine Fogg, Christopher P. Papouras, Steven Webster, Ann Fairbanks and Yueping Sun 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 "Era Categorical Standards"). A copy of the Era Categorical Standards is available on the Company’s website at www.erahelicopters.com by clicking “Investors & Media,” 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 unrestricted access to management at all times and regularly communicate informally with management on an assortment of topics. | | | | | | | | |
| Bristow Group Inc. | 12 | 2022 Proxy Statement |
The Board intends to implement a Board succession planning process that includes ongoing consultation with the Chairman and the Chief Executive Officer, and the development of candidates to address future developments and emergency situations.
Executive Sessions
Directors meet at regularly scheduled executive sessions without any members of management present to discuss issues relating to management performance and any other issue that may involve a potential conflict of interest with management. Executive sessions are presided over by the Company’s Non-Executive Chairman, Charles Fabrikant, who is responsible for:
chairing executive sessions of Board meetings, which include meetings to evaluate and review the performance of the Chief Executive Officer;
conferring with the Chief Executive Officer and serving as a liaison between the independent directors (who also have direct and complete access to the Chief Executive Officer) and Chief Executive Officer, including providing the Chief Executive Officer with consolidated feedback from executive sessions of the independent directors;
advising members of management and members of the Board, where necessary, with respect to its strategic review of operations and significant transactions;
acting on behalf of the Company to communicate corporate governance matters to the Company’s stockholders; and
together with the Chairman of the Nominating and Corporate Governance Committee, presiding over the Board’s self-evaluation.
| | | | | | | | |
| COMMITTEES OF THE BOARD OF DIRECTORS | | |
Committees of the Board of Directors
The Board has established three standing committees: Audit, Compensation and Environmental, Social, and Governance. Each of the following committees each of which operates under a written charter that has been posted on the Company’s website at www.erahelicopters.comwww.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 fiscal year 2022, except that Robert J. Manzo joined the Audit Committee effective May 12, 2022 and Charles Fabrikant resigned from the Board and the Audit Committee effective June 10, 2022.
Board Committees
| | | | | | | | | | | |
| Independent Directors | Audit | Compensation | ESG |
| | | |
| Lorin L. Brass | | l | l |
| Wesley E. Kern | l | p | |
| Robert J. Manzo | l | | p |
| G. Mark Mickelson |
| |
|
| General Maryanne Miller, Ret. | | l | |
| Christopher Pucillo | | l | l |
| Brian D. Truelove | p« | | l |
| | | | | |
| p | Committee Chair |
| l | Committee Member |
| « | Audit Committee Financial Expert |
| | | | | | | | |
| Bristow Group Inc. | 13 | 2022 Proxy Statement |
| | | | | | | | |
| COMMITTEES OF THE BOARD OF DIRECTORS | | |
Audit Committee
The Audit Committee met sevenfour times during 2017fiscal year 2022 and is currently comprised of Ann Fairbanks, Blaine FoggMessrs. Kern, Manzo and Christopher Papouras.Truelove. Mr. Papouras isManzo joined the Audit Committee Chairman.in May 2022. 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. During fiscal year 2022, independent non-employee director Charles Fabrikant served as a member of the Audit Committee until his resignation from the Board effective June 10, 2022. The Board has determined that Mr. PapourasTruelove is an “audit committee financial expert” for purposes of the rules of the Securities and Exchange Commission (“SEC”)SEC and that each other member of the committeeAudit Committee is financially literate as required under the NYSE standards. In reaching this determination, the Board considered, among other things, the experience of Mr. Papouras as Chairman of Canrig Drilling Technology, Ltd. and President of Nabors Drilling Solutions, in addition to other experience that is described below. 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 EraBristow 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 process, includingto any governmental or regulatory body, the reporting of any material events, transactions, changes in accounting estimatespublic or changes in important accounting principlesother users thereof;
•the qualifications, engagement, compensation, independence and any significant issues as to adequacy of internal controls;
the selection, performance qualifications and compensation of the Company’s independent registered public accounting firm (including its independence),auditors, its conduct of the annual audit and its engagement for any other services;
the review of the financial reports and other financial information provided by the Company to any governmental or regulatory body, the public or other users thereof;
•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 forover 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 as financial accountingrisks and reporting,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 audit, information technology, cybersecuritycontrols related to such disclosures, and compliance, developing effective strategies to mitigate risk, and incorporating procedures into its strategic decision-making (and reporting developments related theretocoordinate with the ESG Committee with respect to the Board);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 CodeDelegation of Business ConductAuthority, which is reviewed and Ethics as establishedapproved annually by managementthe Board;
•any code of business conduct and the Board;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 registered public accounting firm isauditors are responsible for auditing those financial statements. Management including the internal audit staff, or outside provider of such services, and the independent registered public accounting firmauditors have more time, knowledge and detailed information about the Company than do 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 registered public accounting firm’sauditors’ work.
| | | | | | | | |
| Bristow Group Inc. | 14 | 2022 Proxy Statement |
| | | | | | | | |
| COMMITTEES OF THE BOARD OF DIRECTORS | | |
Compensation Committee
The Compensation Committee is currently comprised of Blaine Fogg, Yueping SunGeneral Miller, Ret. and Steven Webster.Messrs. Brass, Kern and Pucillo. Mr. FoggKern is the Chair of the Compensation Committee Chairman.Committee. The Compensation Committee met four times during 2017fiscal year 2022 and, in addition, the ChairmanChair of the Compensation Committee maintained frequent communication with the other members of the Compensation Committee members as well as the Company’s Non-Executive Chairman and Chief Executive Officer and General Counsel 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 EraBristow 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 and, to the extent applicable, as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code.Act.
Committee Function.The Compensation Committee, among other things:
•reviews alland makes recommendations to the Board for approval of corporate goals and annual performance objectives relevant to executive compensation;
•reviews, together with the Company’s compensation practices;
establishesindependent directors, and approvesmakes recommendations to the Board for approval of compensation for the Chief Executive Officer and other members of the Chief Financial Officer, other executive officers, and officers or managers who receive an annual base salary of more than $200,000;leadership team;
•evaluates officer and director compensation plans, policies and programs;
•reviews and approves, benefit plans;
produces a report on executive compensation (if required) to be included intogether with the Company’s proxy statements or other SEC filings; andindependent directors, benefit plans;
•approves, together with the Company’s independent directors, all grants of equity awards and administers the Company’s incentive plan.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 ChairmanChair of the Compensation Committee sets the agenda for meetings of the Compensation Committee. The meetings are attended by the Non-Executive Chairman ofChief Executive Officer, the Board, Chief ExecutiveFinancial Officer, the Chief Administrative Officer and the General Counsel, if requested. The Compensation Committee meets at least annually with the Chief Executive Officer and any other corporate officers the Board and Compensation Committee deem appropriate to discuss and review the performance criteria and compensation levels of key executives.members of the executive leadership team. At each meeting, the Compensation Committee has the opportunity to meet in executive session. The ChairmanChair of the Compensation Committee reports the Compensation Committee’s actionsrecommendations regarding compensation of members of the executive officersleadership 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 director or executive officer compensation.
| | | | | | | | |
| Bristow Group Inc. | 15 | 2022 Proxy Statement |
| | | | | | | | |
| COMMITTEES OF THE BOARD OF DIRECTORS | | |
Compensation Committee Interlocks and Insider Participation. None of the current membersDuring fiscal year 2022, no member of the Compensation Committee was, and no member of the Compensation Committee currently is, or was an officer or employee of the Company. During 2017,fiscal year 2022, 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 2017,fiscal year 2022, no member of the Compensation Committee had a relationship that must be described under the SEC rules relating to disclosure of related person transactions.
NominatingEnvironmental, Social, and Corporate Governance Committee
The Nominating and GovernanceESG Committee met oncethree times during 2017.fiscal year 2022. The Nominating and GovernanceESG Committee is currently comprised of Ann Fairbanks, Yueping SunMessrs. Brass, Manzo, Pucillo and Steven Webster.Truelove. Mr. WebsterManzo is the Nominating and Corporate Governance Committee Chairman.Chair of the ESG Committee. The Board has determined that each member of the Nominating and GovernanceESG Committee is independent, as defined by the rules of the NYSE and in accordance with the EraBristow Categorical Standards.
Committee Function. The Nominating and Corporate GovernanceESG Committee assists the Board with: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, and 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 evaluationpractices of the Board and management;the executive leadership team to ensure compliance with the Company’s Corporate Governance Guidelines and principles;
recommending changes in•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;compensation plans, policies and programs;
| | | | | | | | |
| Bristow Group Inc. | 16 | 2022 Proxy Statement |
| | | | | | | | |
| COMMITTEES OF THE BOARD OF DIRECTORS | | |
•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 Nominating and Corporate GovernanceESG 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 Nominating and Corporate GovernanceESG Committee seeks advice and names of candidates from Nominating and Corporate Governancemembers of the ESG Committee, members, other members of the Board, members of management and other public and private sources. The Nominating and Corporate GovernanceESG Committee, in formulating its recommendation of candidates to the Board,nominees for election as directors, considers each candidate’sindividual’s personal qualifications and how such personal qualifications effectively address the perceived then currentthen-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 businessesbusiness, operations and the environment in which it operates; and
diversity as to business experiences, educational and professional backgrounds and ethnicity.operates.
After the Nominating and Corporate GovernanceESG Committee completes its evaluation, it presents its recommendations to the Board for consideration and approval. The Nominating and Corporate Governance Committee has the power to retain outside counsel, director search and recruitment consultants or other experts and will receive appropriate funding from the Company to engage such advisors. Having evaluated the Board candidates set forth below under Proposal 1 pursuant to these processes and criteria, the Nominating and Corporate GovernanceESG Committee recommended, and the Board determined to nominate, each of the incumbent directors named below for re-election.
| | | | | | | | |
| Bristow Group Inc. | 17 | 2022 Proxy Statement |
| | | | | | | | |
| COMMITTEES OF THE BOARD OF DIRECTORS | | |
Key Skills and Experience
| | | | | |
| 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 | |
Age and Tenure
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| 58.5 years | Average
Age | | 2.5 years | Average Tenure | |
| | | | | | |
| | | | | | | | |
| Bristow Group Inc. | 18 | 2022 Proxy Statement |
| | | | | | | | |
| COMMITTEES OF THE BOARD OF DIRECTORS | | |
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 Nominating and Corporate GovernanceESG 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 the Company’s amended and restated bylawsour Bylaws for nomination of directors by stockholders. For instance, stockholder nominations must comply with the notice provisions described under “Stockholder Proposals for 20192023 Annual Meeting” below. Stockholder nominations that comply with these procedures and that meet the criteria outlined therein will receive the same consideration that the Nominating and Corporate GovernanceESG 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.erahelicopters.comwww.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 eight 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
Stockholders or interested parties who wishOur Board welcomes the opportunity to communicatehear from our stockholders and proactively engages with the Board, the Non-Executive Chairman and/or independent directors may do so by writing in careour stockholders on matters of the Company’s Corporate Secretary, indicating by title or name to whom correspondence should be directed. Correspondence should be sent to: Era Group Inc., Attn: Corporate Secretary, 818 Town & Country Blvd., Suite 200, Houston, Texas 77024 or by e-mail to corporatesecretary@eragroupinc.com.interest such as executive compensation, ESG matters and Company strategy. The independent directors have established procedures for handling communications from stockholders of the Company 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 Non-Executive ChairmanESG Committee for evaluation and independent directors.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. Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded, but will be made available to any director who wishes to review them.
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. TheseInformation related to these procedures are publishedis included in our Code of Business Integrity, which is available on the Company’s website at www.erahelicopters.comwww.bristowgroup.com, by clicking “Investors, & Media,” then “Governance” and then “Governance Documents” (entitled Procedures for Addressing Complaints). Such complaints, reports or concerns may be
communicated anonymously and confidentially to the Company’s Chief Compliance Officer, General Counsel or the ChairmanChair of the Audit Committee through a toll-free hotline at +1 (855) 845-3468 or through an Internet based reporting tool provided by NAVEX Global, the Company’s third-party hotline provider. Those wishing to report concerns may do so by phone (888) 840-4147) or online (www.eragroupinc.ethicspoint.comhttps://
| | | | | | | | |
| Bristow Group Inc. | 19 | 2022 Proxy Statement |
| | | | | | | | |
| COMMITTEES OF THE BOARD OF DIRECTORS | | |
BristowGroup.TNWReports.com), each available on an anonymous and confidential basis.. 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 ChairmanChair of the Audit CommitteeCommittee. Both our Code of Business Integrity and investigated, under the supervision of the Audit Committee, by the General CounselReporting Concerns and his designees. In accordance withNonretaliation Policy reflect Section 806 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), these procedures prohibitwhich 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 120 days prior to the Annual Meeting of Stockholders and not later than the later of 90 days prior to the Annual Meeting of Stockholders or the 10th day after 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.
| | | | | | | | |
| Bristow Group Inc. | 20 | 2022 Proxy Statement |
| | | | | | | | |
| COMMITTEES OF THE BOARD OF DIRECTORS | | |
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.
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 eight 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.
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 Senior Vice Presidents and other key executives,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 the Companymanagement 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 senior managementexecutive leadership team with members of the Board both through informal communications, such as email and in-person meetings, and during formal Board meetings. Senior managementExecutive leadership makes a formal presentation to the Board regarding risk management issues at least once per year. In addition, the Board meets with a broad group of the Company’s managers at least once per year to permit directors to discuss company matters in a more informal environment than the typical meeting. 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 senior managementexecutive leadership regarding such risks.
The Audit Committee, together with senior management,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 meet privatelymeets with company employeesthe Chief Financial Officer, the General Counsel and the General CounselChief Compliance Officer to consider recommendations regarding policies related to risk management. In addition, senior managementexecutive leadership works closely with the General Counsel and the Chief Compliance Officer to facilitate compliance with foreign and domestic laws and regulations.
| | | | | | | | |
| Bristow Group Inc. | 21 | 2022 Proxy Statement |
| | | | | | | | |
| COMMITTEES OF THE BOARD OF DIRECTORS | | |
The General Counsel also reportsCompany has established an Enterprise Risk Committee and a Compliance Committee to oversee risk management and compliance activities as a means of bringing issues to the Board on company programsattention of senior management. Responsibilities for risk management and initiatives that educate employees on these laws, regulationscompliance are distributed throughout various functional areas of the business. Both the Enterprise Risk Committee and any updates thereto, and facilitatesthe Compliance Committee assist with the preparation of a report to the Audit Committee at least twice a year regarding the Company’s compliance therewith.cybersecurity and data privacy risks and the technologies, policies, processes, controls and practices for managing and mitigating such risks, including the quality and effectiveness of the Company’s information technology systems and processes.
The Board believes that senior management’sexecutive leadership’s procedures, combined with Board, Audit Committee, Compliance Committee, and AuditEnterprise Risk Management Committee oversight, enable the Company to properly and comprehensively assess risk from both an enterprise-wide and divisionaldepartmental perspective, thereby managing and observing the most substantive risks at each level within the Company.
Code of Business Conduct and Ethics
TheOur Board has adopted a set of Corporate Governance Guidelines, a Code of Business ConductIntegrity for directors and Ethicsemployees and a Supplemental Code of Ethics.Ethics (collectively, our “Code”). 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 ir.erahelicopters.comwww.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 the Company’s General Counsel, 818 Town & Country Blvd.,our Corporate Secretary at 3151 Briarpark Drive, Suite 200,700, Houston, Texas 77024.77042.
The Corporate Governance Guidelines address areas such as director responsibilities and qualifications, director compensation, management succession, board committees and annual self-evaluation. TheOur Code of Business Conduct and Ethics is applicableapplies to the Company’sall directors officers and employees, andincluding the Supplemental Code of Ethics is applicable to the Company’s Chief Executive Officer, the Chief Financial Officer and all senior financial officers. The Company will disclose future amendmentsOur Code covers topics including, but not limited to, or waivers from, certain
provisionsconflicts of the Supplementalinterest, 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, of Ethics on its website within two business days following the date of such amendment or waiver.
Stock Ownership Guidelines
The Company’s Compensation Committee has adopted Stock Ownership Guidelines for non-management directors and executive officers pursuant to which such persons are expected to attain the minimum levels of stock ownership, including unvested restricted shares and stock underlying “in the money” vested options. All non-management directors and executive officers (other than as set forth below) attained compliance by June 1, 2016. Any non-management directors and executive officers appointed after the date hereof must attain compliance by three years from the date of their appointment. The target ownership level of Company stock is expressed as a multiple of compensation in accordance with the following table:it deems appropriate.
|
| | | | | | | |
Directors and OfficersBristow Group Inc. | 22 | Ownership Threshold |
Non-management director | | 3x Annual Cash Retainer |
CEO | | 4x Base Salary |
Senior Vice Presidents | | 2x Base Salary |
Other Executive Officers | | 1x Base Salary2022 Proxy Statement |
Until the ownership threshold is achieved, non-management directors and executive officers may sell up to 50% of the shares of vested stock received after any selling or withholding of stock to pay taxes associated with vesting. The Compensation Committee is responsible for the administration of the Stock Ownership Guidelines, including granting any exception waivers, and addressing any executive officer noncompliance during annual performance reviews.
The Company does not have a specific equity or other security ownership requirements or guidelines for employees other than its executive officers. However, management level employees are encouraged to take an ownership stake in the Company and are specifically compensated with equity compensation.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board currently consists of eight 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 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 0.7% 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 has nominatedmay nominate or, if our Board does not so nominate such other person, will not vote for anyone to replace the people listednominee. 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 shares of Common Stock represented in person or 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. Abstentions and 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 as directors, eachthe following eight 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 next2023 Annual Meeting of Stockholders orand until his or her successor is elected and qualified. Although not anticipated, if any of the nominees becomes unavailable for any reason, the Board in its discretion may designate a substitute nominee. If a stockholder has filled out the accompanying proxy card, that stockholder’s vote will be cast for the substitute nominee.qualified, unless ended earlier due to his or her death, resignation, disqualification or removal from office.
The following table sets forth information with respect to each nominee for election as a director: | | | | | | | | |
| Bristow Group Inc. | 23 | 2022 Proxy Statement |
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.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Christopher S. Bradshaw Age:45 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 | | | |
| | | Dress for Success Houston since 2012 HeliOffshore since 2014 | Small Steps Nurturing Center since 2018 Nominating Committee The National Ocean Industries Association (NOIA) since 2021 Executive Committee |
| | | Key Skills and Experience |
| | | | | | | | |
| | | | Senior Leadership | | Aviation or Logistics Management | | Finance, Accounting
or Legal |
| | | | | | | | |
| Bristow Group Inc. | 24 | 2022 Proxy Statement |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Lorin L. Brass INDEPENDENT
Age:68 Nationality: American Board:since 2020 Compensation:since 2020 ESG:since 2020 | | | Principal Occupations |
| | | | | | | | |
| | | ROYAL DUTCH SHELL | SHELL OIL COMPANY |
| | | Senior Advisor of Business Development Director of Global Business Development, Shell International Exploration & Production | 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 South Dakota Investment Council 2014 – 2019; Chairman, 2018 – 2019 |
| | | Key Skills and Experience |
| | | | | | | | |
| | | | Oil and Gas Industry | | International Business | | Technology/Cybersecurity |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Wesley E. Kern INDEPENDENT
Age:55 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 |
| | | | | | | | |
| Bristow Group Inc. | 25 | 2022 Proxy Statement |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Robert J. Manzo INDEPENDENT
Age:64 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 since 2012 ADVANZ Pharma Corp. 2019 – 2021 | PRIVATE COMPANIES 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 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
G. Mark Mickelson INDEPENDENT
Age:56 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 |
| | | | | | | | |
| Bristow Group Inc. | 26 | 2022 Proxy Statement |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
General Maryanne Miller, Ret. INDEPENDENT
Age:63 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) | NEW VISTA ACQUISITION CORP. Advisor FREEDOM LIFT INNOVATIONS Advisor VETERANS JUSTICE COMMISSION Member |
| | | Directorships |
| | | | | | | | |
| | | OTHER LEADERSHIP AND SERVICE Board of Trustees for Manhattan College Member Leaven Kids Board Vice President | |
| | | Key Skills and Experience |
| | | | | | | | |
| | | | Aviation or Logistics Management | | Government Affairs/ Contracting | | Advanced Air Mobility |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Christopher Pucillo INDEPENDENT
Age:54 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 Training 2000 – 2002 MORGAN STANLEY Head of High Yield Loan Trading 1996 – 2000 |
| | | Directorships |
| | | | | | | | |
| | | OTHER LEADERSHIP AND SERVICE Oak Knoll School of the Holy Child Chairman of the Investment Committee Finance Committee Telluride Foundation Visiting Nurse Association Western Golf Association | |
| | | Key Skills and Experience |
| | | | | | | | |
| | | | Finance, Accounting
or Legal | | Strategic Planning | | Mergers and Acquisitions |
| | | | | | | | |
| Bristow Group Inc. | 27 | 2022 Proxy Statement |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Brian D. Truelove INDEPENDENT
Age:63 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 |
| | | | | | | | |
| Bristow Group Inc. | 28 | 2022 Proxy Statement |
| | | | | | | | |
| EXECUTIVE OFFICERS OF THE REGISTRANT | | |
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 June 6, 2022, our executive officers were as follows:
| | | | | | | | |
| Name | | Age | | Position Held with Registrant |
Charles Fabrikant | | 73 | | Chairman of the Board of Directors |
| Christopher S. Bradshaw | 45 | 41 | | DirectorPresident and Chief Executive Officer |
Ann FairbanksDavid F. Stepanek | 56 | 77 | | DirectorExecutive Vice President, Sales and Chief Transformation Officer |
Blaine FoggAlan Corbett | 64 | 78 | | DirectorSenior Vice President, Europe, Africa, Middle East, Asia and Australia and Search and Rescue |
Christopher P. PapourasCrystal L. Gordon | 43 | 51 | | DirectorSenior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary |
Yueping SunJennifer D. Whalen | 48 | 61 | | Director |
Steven Webster | | 66 | | DirectorSenior Vice President, Chief Financial Officer |
Charles Fabrikant
is the Non-Executive Chairman of the Board. Mr Fabrikant
Christopher S. Bradshaw has served as the Company’sa Director and our President and Chief Executive Officer from October 2011 to April 2012 and hassince June 2020. He previously served as Chairman of the Board since July 2011. Additionally, Mr. Fabrikant serves as Non-Executive Chairman of SEACOR Marine Holdings Inc., and as Chief Executive Officer and Executive Chairman of SEACOR Holdings Inc. (“SEACOR”). Mr. Fabrikant has been a director of SEACOR and several of its subsidiaries since its inception in 1989. Mr. Fabrikant has served as a director of Dorian LPG Ltd. from 2013 through December 2015. Mr. Fabrikant has served as director of Diamond Offshore Drilling, Inc., a contract oil and gas driller, since January 2004. He is also President of Fabrikant International Corporation, a privately owned corporation engaged in marine investments. Mr. Fabrikant is a graduate of Columbia University School of Law and Harvard University.
With over 30 years of experience in the maritime, transportation, investment and environmental industries, and his position as the founder of SEACOR and the Company’s former President and Chief Executive Officer, Mr. Fabrikant’s broad experience and deep understanding of the Company make him uniquely qualified to serve as Non-Executive Chairman of the Board.
Christopher Bradshaw has served as the President and Chief Executive Officer of the Company sinceEra from November 2014 to June 2020 and Chief Financial Officer of Era from October 2012 to September 2015. Mr. Bradshaw was appointed a director of the CompanyEra in February 2015. He served as the Company’sEra’s Acting Chief Executive Officer from August 2014 to November 2014. Additionally, Mr. Bradshaw is an officer and director of certain joint ventures and subsidiaries of the Company. 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 that he co-founded. Prior to co-founding U.S. Capital Advisors LLC, Mr. Bradshaw was an energy investment banker at UBS Securities LLC, Morgan Stanley & Co., and PaineWebber Incorporated. He received a degree in Economics and Government from Dartmouth College.
AsDavid F. Stepanek has served as our Executive Vice President, Sales and Chief Transformation Officer since April 2021. 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, Chief Operating Officer from June 2020 until April 2021. He previously served as Senior Vice President, Business Development of Era when he joined Era in January 2020. From 2010 through 2019, Mr. Bradshaw provides valuable insightStepanek held positions within PHI, Inc., most recently having served as President, PHI Americas, responsible for the overall performance and direction of PHI’s U.S. and international operations in the Western Hemisphere. Before becoming President PHI Americas, he served as PHI, Inc. Chief Commercial Officer and led the company’s growth in the U.S. Gulf of Mexico and international expansion including the acquisition of HNZ Group’s offshore helicopter business. PHI filed for Chapter 11 bankruptcy protection in March 2019 in order to reorganize. PHI successfully 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 Board onsales and product development of the Company's day-to-dayS-76 and S-92 aircraft, amongst many other roles.
Alan Corbett has served as our Senior Vice President for Europe, Africa, Middle East, Asia and Australia and Search and Rescue since June 2020. Mr. Corbett is responsible for the Company’s operations in Australia, Nigeria, Norway and the U.K. Mr. Corbett is also responsible for the Company’s SAR operations. Mr. Bradshaw also addsCorbett served in a valuable perspectivesimilar role at Old Bristow from June 2018 to the Board given his strong background in corporate finance and investment banking within the energy sector.
Ann Fairbanks has been a memberJune 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 Board since March 2013. Mrs. Fairbanks is the founderEurope Caspian Region from April 2015 to June
| | | | | | | | |
| Bristow Group Inc. | 29 | 2022 Proxy Statement |
| | | | | | | | |
| EXECUTIVE OFFICERS OF THE REGISTRANT | | |
2017 and ChairmanRegion Director of the Fairbanks Investment Fund, a U.S. private equity fund. She is currently ChairmanEurope Business Unit (EBU) from August 2014 to March 2015, in which capacities he had commercial and operational oversight of the board of ProteoNic B.V.,region, including the successful transition to a director on the boards of Invectys S.A. and Routin S.A., and Chairman of Layalina Productions, a non-profit organization. Mrs. Fairbanks servedfully Bristow-operated U.K. SAR service. Old Bristow filed for Chapter 11 bankruptcy protection in May 2019 in order to reorganize. Old Bristow successfully emerged from bankruptcy in October 2019. Prior to joining Old Bristow in August 2014, Mr. Corbett worked since 1985 in a number of U.S. governmentmanagement positions with Baker Hughes Incorporated, including vice president positions in the Middle East, Asia Pacific and Africa, most recently serving as Executive Director of the Federal Home Loan Bank BoardVice President, Sub Sahara Africa from 19832011 to 1987, as Deputy Assistant Director for Economic Policy on the White House Domestic Policy Staff of President Ronald Reagan from 1981 to 1983, and as Presidential Appointee on the founding board of the Federal Home Loan Mortgage Corporation until 1994. Mrs. Fairbanks formerly2014.
Crystal L. Gordon has served as Lead Directorour Senior Vice President, General Counsel, Head of ING Direct until its sale to Capital One Bank in 2010. Mrs. Fairbanks serves on the board of directorsGovernment Affairs, and Executive Committee of the French-American Foundation in New York,Corporate Secretary since 2002,June 2020. In this role, Ms. Gordon is responsible for legal, compliance, government affairs, insurance risk management, and serves as a member of each of the National Committee of the Aspen Music Festival, since 2001,contract review and the International Women’s Forum, Washington, D.C., since 1996. Mrs. Fairbanks formerlymanagement. Previously, she served as a memberSenior Vice President, General Counsel & Chief Administrative Officer of Era when she joined in January 2019. From 2011 through 2018, Ms. Gordon served as the boardExecutive Vice President, General Counsel and Corporate Secretary of directors ofAir Methods Corporation, an emergency air medical company operating over 400 aircraft throughout the French-American Foundation,U.S. Prior to her appointment at Air Methods Corporation, Ms. Gordon worked in France, from 2006 to 2010.
Mrs. Fairbanks’ extensive experience with investment activities and board positions provides additional depth to the Board’s analysis and evaluation of investment and acquisition opportunities and other corporate opportunities and enhances the Board’s leadership and corporate governance experience.
Blaine V. (“Fin”) Fogg has been a member of the Board since January 2013. Mr. Fogg served on SEACOR’s board of directors from September 2010 to January 2013. Mr. Fogg is Of Counsel at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, practicing corporate and securities law. He previously was a partner at the firm from 1972 until 2004. Mr. Fogg has been a director of Griffon Corporation, a diversified management and holding company, since May 2005, and has been President of The Legal Aid Society of New York since November 2009.
Mr. Fogg’s decades of experienceprivate practice as a corporate and securities lawyer concentrating on mergers, acquisitionswith Davis, Graham and other corporate transactions add value to the Board with respect to transactional matters and corporate governance.
Christopher P. Papouras has been a member of the Board since March 2013. Mr. Papouras has been President of Nabors Drilling Solutions, a provider of oil and gas drilling services, since 2015, and Chairman of Canrig Drilling Technology, Ltd., a leading supplier of drilling equipment for the oil and gas drilling industry, since February 2016. Prior to that, Mr. Papouras was President of Canrig Drilling Technology, Ltd. from 1998 to February 2016, President of Epoch Well Services, Inc., a provider of information technology services to the oil and gas industry, Assistant to the Chairman of Nabors Industries, Inc., a land drilling contractor and subsidiary of Nabors Industries Ltd., and a member of the board of directors of Accend, Inc., a private company that offers software solutions for the oil and gas industry. Mr. Papouras currently serves on the board of directors of Quantico Energy Solutions LLC, a data analytics company with a focus on the oil and gas industry, and Reelwell AS, an oilfield service company. Mr. Papouras became a member of the board of directors of SEACORStubbs LLP, in March 2018. Mr. Papouras is activeDenver, Colorado. Ms. Gordon served in several compliance roles in the Young Presidents’ Organization, serves onfinancial services industry prior to attending law school. She attended the boardUniversity of directors of Knowledge is Power Program, Houston Public SchoolsDenver for law school and serves as Chairman of the board of directors and member of the Executive Committee of the Boys & Girls Club of Greater Houston.received a bachelor’s degree in biology from Santa Clara University.
Mr. Papouras brings extensive industry experience as well as corporate leadership and financial and operational management experience to the Board.
Yueping Sun has been a member of the Board since March 2013. Ms. Sun has been Of Counsel for the law firm of Yetter Coleman LLP since 2005, where her principal areas of practice include corporate and securities law. She alsoJennifer D. Whalen has served as Rice University Representativeour Senior Vice President, Chief Financial Officer since 2004. Previously,June 2020. In this role, Ms. Sun practiced law in New York City with White & Case LLPWhalen is responsible for company accounting, financial reporting, investor relations, strategy and Sidley Austin Brown & Wood LLP. Ms. Sun is a board memberM&A, tax, information technology (IT) and other financial aspects of the Asia Society Texas Center, Teach for America andCompany. Previously, she served as the United Way of Greater Houston, a trustee of Texas Children’s Hospital and honorary co-chair of Rice’s Baker Institute Roundtable. Ms. Sun also serves as a member of the advisory board of Rice’s Shepherd School of Music, the Kinder Institute for Urban Research, Asian Chamber of Commerce, Chinese Community Center, and the Mayor’s International Trade and Development Council for Asia/Australia. Ms. Sun has been recognized by several organizations for her contributions to the community, including the 2010 International Executive of the Year, Texas China Distinguished Leader in Education Award, the 2011 Asian American Leadership Award, Woman on the Move, one of the 50 Most Influential Women of 2010 and the 2012 ABC Channel 13 Woman of Distinction.
Ms. Sun’s experience as a corporate and securities lawyer concentrating on cross-border and other corporate transactions adds value to the Board with respect to transactional matters and corporate governance, and her broad experience provides for enhanced Board diversity.
Steven Webster has been a member of the Board since January 2013. Mr. Webster served on SEACOR’s board of directors from September 2005 to January 2013. Since 2005, Mr. Webster has been a Co-Managing Partner of Avista Capital Partners LP, a private equity investment business that he co-founded that focuses on the energy, healthcare and other industries. From 2000 through June 2005, Mr. Webster was Chairman of Global Energy Partners, an affiliate of Credit Suisse First Boston’s Alternative Capital Division. From 1988 through 1997, Mr. Webster was Chairman andSenior Vice President, Chief ExecutiveFinancial Officer of Falcon Drilling Company, Inc. (“Falcon Drilling”), an offshore drilling company he founded, and through 1999,Era since February 2018. Ms. Whalen served as Era’s Vice President and Chief ExecutiveAccounting 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 R&B Falcon Corporation (“R&B Falcon”), the successorhigh-performance lasers, including as Director of Accounting. Prior to Falcon Drilling formed through its merger with Reading & Bates Corporation. Mr. Websterthese roles, she served as a Vice Chairmanthe Manager of R&B Falcon until 2001 when it merged with Transocean, Inc. Mr. Webster formerly served on the board of directors of the following public companies: Hi-Crush GP LLC, the general partner of Hi-Crush Partners LP, Basic Energy Services Inc., Hercules Offshore Inc., and Geokinetics Inc. Mr. Webster currently serves as Chairman of Carrizo Oil & Gas, Inc., a Houston based independent public energy company engagedAccounting at InFocus Corporation for over two years. After serving in the exploration, developmentU.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 productiona master’s degree in Accounting from the University of natural gas and oil. He is also a Trust ManagerSouthern California.
| | | | | | | | |
| Bristow Group Inc. | 30 | 2022 Proxy Statement |
SECURITIES OWNERSHIP
Holdings of Camden Property Trust, a public real estate investment trust specializing in multi-family housing, and director of Oceaneering International Inc., a Houston based public subsea engineering and applied technology company, and various private companies. Mr. Webster holds an MBA from Harvard Business School where he was a Baker Scholar. He also holds a Bachelor of Science Degree in Industrial Management and an Honorary Doctorate in Management from Purdue University.
Mr. Webster’s extensive experience with private equity and equity-related investments provides additional depth to the Board’s analysis of investment and acquisition opportunities. His board positions and his experience as Chairman and Chief Executive Officer of a public company provide additional experience to the Board in evaluating corporate opportunities.
Voting
Directors will be elected by a plurality of the shares of Common Stock represented in person or by proxy at the Meeting and voting on the matter. 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.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR-NOMINEES NAMED ABOVE.
SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERSCertain Beneficial Owners
The following table providesshows certain information with respect to the beneficial ownership of theour Common Stock as of March 31, 2018 by:
each director of the Company;
each executive officer named in the summary compensation table;
all of the Company’s current directors and executive officers as a group; and
each of the Company’s stockholders who areheld by any person known by us to be the beneficial owner of more than 5% of the Company’s outstanding shares of Common Stock.
As of March 31, 2018, there were 21,688,959 shares of the Common Stock outstanding.
The amounts and percentages of Common Stock beneficially owned are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial ownerfive percent of any securitiesclass of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.our voting securities:
Except as otherwise noted in the footnotes below, each person or entity identified in the table has sole voting and investment power with respect to the securities they hold.
|
| | | | | | |
| Name | | Amount and Nature of Beneficial Ownership | | Percentage of Class |
| Directors and Named Executive Officers: |
Charles Fabrikant(1) | | 664,475 |
| | 3.03 | % |
Christopher S. Bradshaw(2) | | 452,225 |
| | 2.06 | % |
Stuart Stavley(3) | | 139,619 |
| | * |
|
Steven Webster(4) | | 120,658 |
| | * |
|
Paul White(5) | | 71,366 |
| | * |
|
Blaine Fogg(6) | | 65,920 |
| | * |
|
Ann Fairbanks(7) | | 31,408 |
| | * |
|
Christopher P. Papouras(8) | | 29,769 |
| | * |
|
Yueping Sun(9) | | 29,533 |
| | * |
|
Shefali Shah(10)
| | 89,332 |
| | * |
|
All current directors and executive officers as a group (10 individuals)(11) | | 1,692,806 |
| | 7.72 | % |
| Principal Stockholders: |
BlackRock, Inc.(12) 55 East 52nd Street
New York, NY 10055 | | 2,620,383 |
| | 11.94 | % |
Wellington Management Company LLP(13) 280 Congress Street
Boston, MA 02110 | | 2,305,119 |
| | 10.51 | % |
Richard Mashaal(14) Senvest Management, LLC
540 Madison Avenue, 32ND Floor
New York, NY 10022 | | 1,899,238 |
| | 8.66 | % |
Dimensional Fund Advisors LP(15)
Building One
6300 Bee Cave Road
Austin, TX 78476 | | 1,742,290 |
| | 7.94 | % |
Van Den Berg Management I, Inc.(16) 805 Las Cimas Parkway
Suite 430
Austin, TX 78747 | | 1,446,703 |
| | 6.59 | % |
Royce & Associates, LP(17) 745 Fifth Avenue New York, NY 10151 | | 1,242,956 |
| | 5.67 | % |
_____________________
| | | | | | | | | | | |
*Name and Address of Beneficial Owner | Individually less than 1.00%. |
| Amount Beneficially Owned | |
(1) | Includes: (i) 223,313 sharesPercent of Common Stock owned directly; (ii) 323,529 shares owned by Fabrikant International Corporation, of which Mr. Fabrikant is President, (iii) 60,000 held by the Charles Fabrikant 2012 GST Exempt Trust, of which Mrs. Fabrikant is a trustee, (iv) 37,821 shares held by the Charles Fabrikant 2009 Family Trust, of which Mr. Fabrikant is a trustee, (v) 12,000 shares owned by the Sara J. Fabrikant 2012 GST Exempt Trust, of which Mr. Fabrikant is a trustee, (vi) 800 shares owned by the Harlan Saroken 2009 Family Trust, of which Mrs. Fabrikant is a trustee, (vii) 800 shares owned by the Eric Fabrikant 2009 Family Trust, of which Mrs. Fabrikant is a trustee and (viii) 6,212 shares of restricted stock over which Mr. Fabrikant exercises sole voting power.Class(1) |
| |
(2) | Includes 168,669 shares of restricted stock over which Mr. Bradshaw exercises sole voting power and options to purchase 100,000 shares of Common Stock that have vested. |
| |
(3) | Includes 52,746 shares of restricted stock over which Mr. Stavley exercises sole voting power and options to purchase 15,000 shares of Common Stock that have vested. |
| |
(4) | Includes 6,212 shares of restricted stock over which Mr. Webster exercises sole voting power and options to purchase 66,920 shares of Common Stock that have vested. |
| |
(5) | Includes 52,746 shares of restricted stock over which Mr. White exercises sole voting power and options to purchase 15,000 shares of Common Stock that have vested. |
| |
(6) | Includes 6,212 shares of restricted stock over which Mr. Fogg exercises sole voting power and options to purchase 33,460 shares of Common Stock that have vested. |
| |
(7) | Includes 6,212 shares of restricted stock over which Mrs. Fairbanks exercises sole voting power. |
| |
(8) | Includes 6,212 shares of restricted stock over which Mr. Papouras exercises sole voting power. |
| |
(9) | Includes 6,212 shares of restricted stock over which Mrs. Sun exercises sole voting power. |
| |
(10) | Ms. Shah left the Company on December 11, 2017. Therefore, the Company is unable to confirm Ms. Shah’s current beneficial ownership. Amounts in the table for Ms. Shah reflect beneficial ownership as of the date of her departure. |
| |
(11) | Includes Mmes. Fairbanks, Sun and Whalen (who was appointed Senior Vice President and Chief Financial Officer effective February 21, 2018), and Messrs. Fabrikant, Bradshaw, Stavley, White, Fogg, Papouras and Webster. The address for each such individual is c/o Era Group Inc., 818 Town & Country Blvd., Suite 200, Houston, Texas 77024. |
| |
(12) | According to a Schedule 13G amendment filed on January 19, 2018 by BlackRock Inc. (“BlackRock”), BlackRock has sole voting power with respect to 2,593,201 shares of Common Stock and sole dispositive power with respect to 2,620,383 shares of Common Stock. BlackRock serves as a parent holding company, and, for purposes of the reporting requirements of the Exchange Act, may be deemed to beneficially own 2,620,383 shares of Common Stock. Various persons have 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. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding. |
| |
(13) | According to a Schedule 13G amendment filed on February 8, 2018 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investments Advisors Holdings LLP and Wellington Management Company LLC (collectively, “Wellington”), Wellington has shared voting power with respect to 1,754,117 shares of Common Stock and shared dispositive power with respect to 2,305,119 shares of Common Stock. Wellington serves as an investment advisor and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 2,305,119 shares of Common Stock. Various persons have 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. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding. |
| |
(14) | According to a Schedule 13G amendment filed on February 12, 2018 by Senvest Management, LLC ("Senvest") and Richard Mashaal, each has shared voting and dispositive power with respect to 1,899,238 shares of Common Stock. The reported shares are held by Senvest Master Fund, L.P. (“Senvest Master”). Senvest is an investment manager of Senvest Master and Richard Mashaal is managing member of Senvest. For purposes of the reporting requirements of the Exchange Act, Senvest and Richard Mashaal, in his capacities with Senvest, may be deemed to beneficially own 1,899,238 shares of Common Stock. Various persons have 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. |
| |
(15) | According to a Schedule 13G amendment filed on February 9, 2018 by Dimensional Fund Advisors LP (“Dimensional”), Dimensional has sole voting power with respect to 1,671,871 shares of Common Stock and sole dispositive power with respect to 1,742,290 shares of Common Stock. Dimensional furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of Dimensional may act as advisor or sub-advisor to certain Funds. In its role as investment advisor, sub-advisor and/or manager, neither Dimensional nor its subsidiaries possess voting and/or investment power over the shares of Common Stock owned by the Funds or may be deemed to be the beneficial owner of the shares of Common Stock. However, all of the Common Stock reported herein is owned by the Funds and Dimensional disclaims beneficial ownership of all such securities. Various funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities held in their respective accounts. No one such Fund’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding. |
| |
(16) | According to a Schedule 13G amendment filed on February 14, 2018 by Van Den Berg Management I, Inc. ("Van Den Berg"), Van Den Berg has sole voting power and dispositive power over 1,446,703 shares of Common Stock. Van Den Berg is an investment adviser, and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 1,446,703 shares of Common Stock. Various persons have 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. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding. |
| |
(17) | According to a Schedule 13G amendment filed on January 22, 2018 by Royce & Associates, LP ("Royce"), Royce has sole voting power and dispositive power over 1,242,956 shares of Common Stock. Royce is an investment adviser, and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 1,242,956 shares of Common Stock. Various persons have 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. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that each director and executive officer of the Company and each person owning more than ten percent (10%) of the Common Stock report his or her initial ownership of Common Stock and any subsequent changes in that ownership to the SEC. The Company is required to disclose in this Proxy Statement any failure to file or late filings of such reports with respect to the most recent fiscal year.
Based solely upon a review of copies of such forms furnished to the Company, the Company believes that during 2017, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% stockholders were in compliance
with Section 16(a), except that Christopher Bradshaw, the Company’s President and Chief Executive Officer, and Shefali Shah, the Company’s former Senior Vice President, General Counsel and Corporate Secretary, were each late in filing one required report on Form 4 relating to certification by the Compensation Committee that a performance-based condition was met with respect to a restricted stock award.
EQUITY COMPENSATION PLAN INFORMATION
In 2013, the Company adopted the 2012 Share Incentive Plan and the Employee Stock Purchase Plan (“ESPP”). The following table sets forth information as of December 31, 2017 regarding shares of Common Stock to be issued upon exercise of the weighted-average exercise price of all outstanding options, warrants and rights granted under the 2012 Share Incentive Plan as well as the number of shares available for issuance under the 2012 Share Incentive Plan as well as the number of shares available for issuance under the 2012 Share Incentive Plan and the ESPP.
|
| | | | | | | | | | |
| Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in first Column) |
Equity compensation plans approved by security holders(1) | | 245,380 | | $ | 18.71 |
| | 2,862,326(2) |
|
Equity compensation plans not approved by security holders
| | — |
| | — |
| | — |
|
| Total | | 245,380 |
| | — |
| | 2,862,326 |
|
| |
(1) | Consists of the 2012 Share Incentive Plan and the ESPP. |
| |
(2) | As of December 31, 2017, the plans with securities remaining available for future issuance consisted of the 2012 Share Incentive Plan and the ESPP. As of December 31, 2017, 2,525,563 shares of Common Stock remained available for issuance under the 2012 Share Incentive Plan with respect to awards (other than outstanding awards) and could be issued in the form of stock options, stock appreciation rights, stock awards and stock units, and 336,763 shares of Common Stock remained available for issuance under the ESPP. |
COMPENSATION OF DIRECTORS
Pursuant to the Company’s director compensation package for members of the Board who are not employees of the Company, the Company’s directors are entitled to an annual cash retainer of $60,000 and are also entitled to additional cash compensation of $2,000 for each meeting of the Board or its committees attended in person or by video conference and $1,000 for each such meeting attended telephonically. In addition, the Company’s non-executive Chairman is entitled to an additional annual cash retainer of $160,000 and the chairpersons of each of the Audit Committee, Compensation Committee and Nominating and Governance Committee are entitled to additional annual cash retainers of $20,000, $15,000 and $10,000, respectively. The Company has not increased the level of director compensation since it became a public corporation upon the Spin-off from SEACOR.
Directors also are eligible for equity awards under the Company’s 2012 Share Incentive Plan. The Company expects that annual equity awards to non-employee directors will be in the form of restricted stock awards that will vest on the first anniversary of the grant date. The annual grants are generally expected to have a value of $60,000 (6,212 shares of restricted stock for the grant made in March 2018).
In addition, upon election to the Board, directors will generally receive an initial award of 4,000 shares of restricted stock that will also vest in equal installments over four years. If a non-employee director’s service as a director of the Company terminates upon death, disability or change in control of the Company, any unvested restricted stock awards will become fully vested. If a non-employee director’s service as a director of the Company terminates for any other reason, the unvested restricted stock awards will be forfeited.
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
The following table shows the compensation of the Company’s non-employee directors for the year ended December 31, 2017.
|
| | | | | | | | | | | | |
| Name | | Fees Earned or Paid in Cash | | Stock Awards(1) | | Total |
| Charles Fabrikant | | $ | 228,000 |
| | $ | 60,000 |
| | $ | 288,000 |
|
Ann Fairbanks(2)(3) | | 74,000 |
| | 60,000 |
| | 134,000 |
|
Blaine Fogg(3)(4) | | 92,000 |
| | 60,000 |
| | 152,000 |
|
Christopher Papouras(3) | | 97,000 |
| | 60,000 |
| | 157,000 |
|
Yueping Sun(2)(4) | | 70,000 |
| | 60,000 |
| | 130,000 |
|
Steven Webster(2)(4) | | 81,000 |
| | 60,000 |
| | 141,000 |
|
______________________
| |
(1) | Discussion of the policies and assumptions used in the calculation of grant date value are set forth in Notes 1 and 10 of the Notes to the Consolidated Financial Statements in Item 8 of the Company's Annual Report on Form 10-K filed with the SEC on March 9, 2018. |
| |
(2) | Member of the Nominating and Corporate Governance Committee. |
| |
(3) | Member of the Audit Committee. |
| |
(4) | Member of the Compensation Committee. |
The following table shows the outstanding shares of restricted stock held by each non-employee director as of December 31, 2017.
|
| | | |
Non-employee DirectorSouth Dakota Investment Council 4009 West 49th Street, Suite 300 Sioux Falls, South Dakota 57106 | 6,376,137(2) | Outstanding Shares of Restricted Stock22.5 | % | |
Charles FabrikantSolus Alternative Asset Management LP 25 Maple Street, 2nd Floor Summit, New Jersey 07901 | 4,301,4703) | 5,14215.2 |
% | |
Ann FairbanksBlackRock, Inc. 55 East 52nd Street New York, New York 10055 | 3,722,542(4) | 5,14213.2 |
% | |
Blaine FoggEmpyrean Capital Overseas Master Fund, Ltd. 10250 Constellation Boulevard, Suite 2950 Los Angeles, California 90067 | 1,977,944(5) | 5,1427.0 |
% | |
Christopher PapourasThe Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | 1,458,7356) | 5,1425.2 |
|
Yueping Sun% | | 5,142 |
|
Steven Webster | | 5,142 |
|
EXECUTIVE COMPENSATION
This discussion sets forth the compensation(1)Percentage of the following “Named Executive Officers”28,286,674 shares of Common Stock of the Company:
Christopher Bradshaw, President and Chief Executive Officer
Stuart Stavley, Senior Vice President, Operations & Fleet Management
Paul White, Senior Vice President, Commercial
Shefali Shah, Former Senior Vice President, General Counsel and Corporate Secretary
For 2017, Ms. Shah servedCompany outstanding as Senior President, General Counsel and Corporate Secretary until her resignation effective December 11, 2017.
In reviewing this Executive Compensation section, please note that the Company is an “emerging growth company” and under the JOBS Act is exempt from certain executive compensation disclosures otherwise required by Item 402 of Regulation S-K, as well as from holding say-on-frequency and say-on-pay advisory votes on executive compensation.
Executive Summary - 2017 Company Performance and Compensation ActionsMarch 31, 2022.
In(2)According to Amendment 1 to its Schedule 13D filed September 7, 2021 with the year ended December 31, 2017Securities and Exchange Commission, 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 (“SDRS”), approximately 91% offor which South Dakota Investment Council is the Company’s operating revenues were derived from helicopter services, including emergency response services, provided to customers primarily engagedinvestment manager. Matthew L. Clark, in offshore oilhis position as the State Investment Officer, has voting and gas exploration, developmentinvestment power over the SDRS assets and production activitieshas voting and U.S. government agencies that oversee these activities. Accordingly,investment power over the Company’s results of operation are, to a large extent, tied to the highly cyclical offshore oil and gas market with demand linked to the price of oil and gas, which tends to fluctuate depending on many factors, including global economic activity, levels of inventory and overall demand.shares.
Like many(3)According to Amendment 2 to its Schedule 13D filed November 17, 2020 with the Securities and Exchange Commission, as last modified by Form 4 filed on March 25, 2022, 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.
(4)According to Amendment 3 to its peers,Schedule 13G filed on January 27, 2022 with the Company’s financial performance was impacted bySecurities and Exchange Commission, BlackRock, Inc. has sole voting power with respect to 3,689,479 of such shares and sole dispositive power with respect to all of such shares. The amended Schedule 13G states that iShares Core S&P Small-Cap ETF has the significant decline in oil prices resulting in an industry-wide downturn that began in 2014 and continued through 2016 and into 2017. The priceright to receive or the power to direct the receipt of oil has declined significantlydividends from, over $100 per barrel in July 2014 to below $40 per barrel in March 2016, recovering modestly to just over $60 per barrel in December 2017. This decline impactedor the operational plans and cash flows of the Company’s oil and gas customers, resulting in the reductionproceeds from prior levels of their capital and operating expenditures directed towards offshore activities. These developments resulted in an excess capacity of helicopters servicing the offshore oil and gas industry and adversely impacted the Company’s results of operations.
Despite very challenging market conditions throughout 2017, the Company:
achieved its best record of safety performance on record;
generated positive operating cash flows of approximately $20 million;
continued to implement cost control initiatives and reduced headcount;
engaged in the sale of, underutilized assets resultingsuch shares of Common Stock, and such person’s interest in recognized gainssuch shares of $4.5 million over net book value;
continued to upgrade its fleet by taking delivery of one additional S92 heavy helicopter; and
reduced total debt by $28 million.
In addition, in March 2018 the Company amended its revolving credit facility to, among other things, extend the maturityCommon Stock is more than 5% of the facility for two years through March 31, 2021, provide the Company with enhanced operational and strategic flexibility and facilitate the pursuittotal outstanding shares of ongoing litigation related to the H225 helicopters.
The Company believes that it is well positioned to maintain its strong balance sheet and sufficient liquidity that provide a stable foundation in the current market environment and that are expected to permit it to, together with operational efficiency improvements benefiting the Company and its customers, maintain and improve customer relationships and competitive position.
Core Elements of 2017 Compensation
The compensation of the Named Executive Officers generally consists of a combination of base salary, bonuses and equity-based compensation. Named Executive Officers also participate in the benefit programs available to all salaried employeesCommon Stock of the Company.
Below is(5)According to Amendment 1 to its Schedule 13G filed on February 11, 2021 with the Securities and Exchange Commission, Empyrean Capital Overseas Master Fund, Ltd. (“ECOMF”), Empyrean Capital Partners, LP (“ECP”), in its capacity as investment manager of ECOMF, and Mr. Amos Meron, in his capacity as the managing member of Empyrean Capital, LLC, the general partner of ECP, each have shared voting and dispositive power with respect to all of such shares.
(6)According to Amendment 3 to its Schedule 13G filed on February 9, 2022 with the Securities and Exchange Commission (the “Amended Schedule 13G”), The Vanguard Group, Inc. (“Vanguard”) has shared voting power with respect to 24,553 of such shares, sole dispositive power with respect to 1,426,353 of such shares and shared dispositive power with respect to 32,382 of such shares. The amended Schedule 13G indicates that Vanguard Asset Management, Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments Australia Ltd, Vanguard Investments Canada Inc., Vanguard Investments Hong Kong Limited and Vanguard Investments UK, Limited, each a summarywholly-owned subsidiary of Vanguard, are the beneficial owners of the core elementssecurities and that no such entity beneficially owns more than 5% of the Common Stock.
| | | | | | | | |
| Bristow Group Inc. | 31 | 2022 Proxy Statement |
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’ compensationOfficers included in the Summary Compensation Table on page 57 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 June 6, 2022:
| | | | | | | | | | | | | | |
Name(1) | Shares Directly and Indirectly Owned as of June 6, 2022(2) | Options Exercisable on or
prior to August 5, 2022 | Total Shares Beneficially Owned | Percent of Class(3) |
| | | | |
| Christopher S. Bradshaw | 167,543 | | 33,333 | | 200,876 | | * |
| Lorin L. Brass | 12,849 | | 3,252 | | 16,101 | | * |
| Alan Corbett | 21,960 | | 13,334 | | 35,294 | | * |
| Crystal L. Gordon | 25,569 | | — | | 25,569 | | * |
| Wesley E. Kern | 12,849 | | 3,252 | | 16,101 | | * |
| Robert J. Manzo | 17,849 | | 3,252 | | 21,101 | | * |
| G. Mark Mickelson | 36,852 | | 7,809 | | 44,661 | | * |
| General Maryanne Miller, Ret. | — | | — | | — | | * |
Christopher Pucillo(4) | — | | — | | 4,301,470 | | 15.2% |
| David F. Stepanek | 13,877 | | — | | 13,877 | | * |
| Brian D. Truelove | 12,849 | | 3,252 | | 16,101 | | * |
| Jennifer D. Whalen | 41,431 | | — | | 41,431 | | * |
All directors and executive officers as a group (12 persons)(5) | 363,628 | | 67,484 | | 4,732,582 | | 16.7% |
*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 June 6, 2022, 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 2017 fiscal year, eachmanaging member of whichSolus GP LLC, the general partner of Solus Alternative Asset Management LP (“Solus”), Mr. Pucillo may be deemed indirect beneficial owner of the 4,301,470 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 reviewed annually: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, Stepanek and Truelove, General Miller, Ret. and Mses. Gordon and Whalen.
| | | | | | | | |
| Bristow Group Inc. | 32 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
COMPENSATION DISCUSSION
AND ANALYSIS
Table of Contents
This Compensation Discussion and Analysis (“CD&A”) describes our fiscal year 2022 executive compensation program for the following executive officers who served in the positions set forth below during fiscal year 2022 (collectively, the “Named Executive Officers” or “NEOs”):
Our Named Executive Officers
| | | | | |
| Name | Title |
| |
| Christopher S. Bradshaw | President and Chief Executive Officer |
| David F. Stepanek | Executive Vice President, Sales and Chief Transformation Officer |
| Alan Corbett | Senior Vice President, Europe, Africa, Middle East, Asia and Australia and Search and Rescue |
| Crystal L. Gordon | Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary |
| Jennifer D. Whalen | Senior Vice President, Chief Financial Officer |
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 69 of this Proxy Statement), as it contains information that is relevant to your voting decision.
| | | | | | | | |
| Bristow Group Inc. | 33 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
Executive Overview
In fiscal year 2022, the Compensation Committee (the “Committee”) maintained the compensation philosophy and design adopted in fiscal year 2021 following the merger (the “Merger”) involving Bristow Group Inc. (“Old Bristow”) and Era Group Inc. (“Era”). Underpinning the fiscal year 2022 executive compensation program is a belief by 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:
| | | | | |
| Emphasis on Pay for Performance | A substantial portion of compensation should be variable, contingent 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. |
Executive Compensation Program Enhancements Continued for Fiscal Year 2022
In fiscal year 2021, the Committee considered feedback from stockholders and made modifications to strengthen the links between pay and performance and incentivize management to deliver for stockholders. Such modifications remained in place for the fiscal year 2022 executive compensation program. The modifications in fiscal year 2021 that continued in the fiscal year 2022 executive compensation program included a greater percentage of pay tied to performance through the use of performance-based stock units (an absolute financial metric and relative total stockholder return); an increased weighting of the financial metric in the short-term annual incentive program (the “STIP”) from 40% to 50%; 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.
The Committee elected to maintain the same executive compensation program for fiscal year 2022 after considering many factors, including, alignment with the Company’s strategy, market practice and trends, and stockholder feedback, including the results of the fiscal year 2021 say-on-pay vote. In fiscal year 2021, the say-on-pay proposal was approved by approximately 99% of the votes cast, which the Committee believes affirms stockholder support for the current design of the executive compensation program.
Recent Business Accomplishments
In fiscal year 2022, the Company started the year with an acute awareness of the scale of the Covid-19 pandemic and its impacts while continuing to demonstrate its commitment to safety for employees and customers, including year-over-year reductions in severe injury events. The results below highlight the accomplishment of various strategic priorities to advance our vision of leading the world in innovative and sustainable vertical flight solutions while navigating a difficult environment in fiscal year 2022.
| | | | | | | | |
| Bristow Group Inc. | 34 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
Key Highlights
•Our continued commitment to safety resulted in one non-fatal air accident, an 18% reduction in the total recordable injury rate, and a 25% year-over-year reduction in lost work days.
•We realized meaningful value enhancement from achievement of cost synergies from the Merger, with projects representing $53 million of annualized run-rate synergies completed as of March 31, 2022.
•Generated $107 million of Adjusted Free Cash Flow and repurchased $40 million of Common Stock.
•We were awarded two significant 10-year government search and rescue contracts for the Netherlands Coastguard and the Dutch Caribbean Coastguard.
•We further enhanced our leading government service offering with the signing of a definitive agreement to acquire British International Helicopter Services Limited, an entity providing solutions for the British Armed Forces. The acquisition remains subject to receipt of required regulatory approvals and satisfaction of other customary closing conditions.
•Multiple initiatives were advanced in support of our sustainability program, including the hiring of a Director of Sustainability and the completion of revenue flights utilizing sustainable aviation fuels in the UK for both our government and civilian customers.
•Announced multiple partnerships with various manufacturers of electric vertical take-off and landing and hybrid aircraft to assist with the development of next generation aircraft.
•Engaged in a number of key projects to support our strategic priorities, as discussed in more detail under “Individual Compensation Decisions”.
| | | | | | | | |
| Bristow Group Inc. | 35 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
Selected Financial Performance Results
Below are several key financial highlights for fiscal year 2022(1).
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Element | Available Liquidity(2) | | Net Debt(2) | | Adjusted Free Cash Flow(3) | | Adjusted EBITDA(4) | |
| $319 million | | $283 million | | $107 million | | $151 million | |
| | | | | | | | |
| | | | | | | | |
| Realization of Synergies in Connection with the Merger | |
| | | | | | | | |
| G&A Savings | + | Fleet Cost Savings | + | Other OpEx Savings | = | +$53 Million Annual
Run-Rate Savings | Objective |
| | Design | | | | | | |
| | | | | | | | |
| Returning Value to Stockholders - Opportunistic repurchases of 1,480,804 shares of Common Stock during fiscal year 2022 for gross consideration of $40 million. | |
| | | | | | | | |
(1)Amounts shown as of March 31, 2022.
(2)Comprised of $263.8 million in unrestricted cash balances and $55 million of remaining availability under ABL Facility (see Appendix A for reconciliation).
(3)See Appendix A to this Proxy Statement for reconciliation of Adjusted Free Cash Flow.
(4)See Appendix A to this Proxy Statement for reconciliation of Adjusted EBITDA.
Elements of Target Total Direct Compensation for Fiscal Year 2022
We have three primary elements of compensation: base salary, annual short-term incentives and long-term incentives.
| | | | | | | | |
| Base Salary | Annual Short-Term Incentive (STI) Cash Award | ProvideLong-Term Incentive (LTI) Performance-based Stock Units and Time-Based Restricted Stock Units |
Provides a baselinecompetitive level of fixed compensation, which is based upon individual factors such as scope of responsibility, experience, and strategic impact | Variable cash compensation to recognize qualifications and industry experiencecomponent 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’ |
| Reviewed annually with consideration given to salary at the peer companies and individuals’ performance and experience | | | | | | | |
Cash BonusBristow Group Inc. | 36 | Motivate and reward executive officers’ contributions to achieve short-term performance goals2022 Proxy Statement |
| | Executives rewarded for the achievement of pre-established safety, financial and individual performance goals | | | | | | |
Long-term IncentivesCOMPENSATION DISCUSSION AND ANALYSIS | | Participate in stock price appreciation, align goals with those of shareholders and encourage retention |
The Committee believes the following metrics listed below are indicators of the long-term financial health of our Company and, therefore, serve the fundamental objective of our executive compensation program:
| | One-time grants of shares of restricted stock upon hire or promotion and annual grants of shares of restricted stock, in each case vesting over time, subject to continued employment | | | |
Retirement BenefitsShort-Term Performance Metrics | | Provide retirement benefits and encourage retention | | All eligible employees receive qualified, non-elective Company contributions in an amount equal to 3% of eligible pay plus a matching amount equal to 100% of the first 3% of eligible compensation contributed to the plan; the aggregate Company contributions are limited by maximum eligible compensation thresholds as per IRS regulationsLong-Term Performance Metrics (3-year performance periods) |
Employee Adjusted EBITDA (50%)(1) | Stock Purchase Plan (ESPP)Appreciation |
| Encourage employee savings, stock ownership and align interests with shareholders | | All employees may voluntarily contribute upMeasures operating performance from period to $21,250 each year through payroll deduction to purchase sharesperiod by excluding certain items that management believes are not representative of the Company’s Common stock at a 15% discountcore 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. |
HealthSafety (25%) | Relative Total Stockholder Return (“RTSR”) |
Safety is our number one core value and Welfare Benefitshighest 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 a lost time incident severity rate (“LTISR”). | Measures financial and operational results through our share price, which reflects our current and expected future performance, and directly links a significant portion of executive officer compensation to stockholder value creation. The Company currently measures relative performance against companies in the PHLX Oil Service Index. |
| Strategic (25%) | Provide healthCash Return on Invested Capital (“Cash ROIC”)(2) |
Measures individual performance for achievement of strategic and welfare benefitsoperational goals established to executivessupport the Company’s strategic priorities. In fiscal year 2022, the strategic individual goals included certain ESG (Environmental, Social, and Governance) metrics related to the Company’s commitment to sustainability. | 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. |
| Health and welfare benefits including medical, dental, vision and disability coverage provided to all employees |
| |
| |
Current Executive Compensation “Best Practices”(1)See Appendix A to this Proxy Statement for a reconciliation to the most directly comparable GAAP financial measure.
For 2017,(2)See Appendix A to this Proxy Statement for the Company employed the following executive compensation best practices:calculation.
No Employment Contracts with | | | | | | | | |
| Bristow Group Inc. | 37 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
A substantial portion of compensation for our CEO and other Named Executive Officers: The Company does not maintain any employment contracts is dependent upon performance. Set forth below is the target direct compensation mix which is comprised of base salary, target annual cash incentive award opportunity, and the grant date fair value of long-term incentive awards.
| | | | | | | | | | | |
| | | |
Base
Salary
($) | Annual
STI
($) | LTI
($) | Total
($) |
| 720,000 | 1,080,000 | 2,520,000 | 4,320,000 | |
| X | X | X | X |
| 400,000 | 320,000 | 800,000 | 1,520,000 | |
| X | X | X | X |
| 397,481 | 298,111 | 596,222 | 1,291,814 | |
| X | X | X | X |
| 400,000 | 400,000 | 600,000 | 1,400,000 | |
| X | X | X | X |
| 400,000 | 300,000 | 600,000 | 1,300,000 | |
X
X
X | X
X
X | X
X
X | X
X
X |
How We Align Pay with Performance
As shown above, a substantial portion of the compensation for the Named Executive Officers.Officers is variable or at risk, with 83% of our Chief Executive Officer’s target compensation at risk and an average of 71% of the other Named Executive Officer’s target direct compensation at risk. Commencing June 1, 2022, our Chief Executive Officer’s variable or at risk target direct compensation will increase to 85% due to an increase in his long-term incentive target from 350% to 400%.
In fiscal year 2022, the Committee utilized relative total stockholder return (“RTSR”) and cash return on invested capital (“Cash ROIC”) as performance metrics in the long-term incentive portion of the executive compensation program. Each metric 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 for fiscal year 2022 was comprised of time-based restricted stock units vesting equally over a three-year period.
How Fiscal Year 2022 Performance Affected Incentive Payouts
Our fiscal year 2022 compensation reflects achievement of ninety-two percent (92%) of the Target Adjusted EBITDA performance level, continued reduction of severe injury events and reduction in total lost work days, 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.
| | | | | | | | |
| Bristow Group Inc. | 38 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
The table below shows the Company’s performance measured against the pre-established performance goals for the fiscal year 2022 STIP (the “FY22 STIP”), the RTSR performance-based stock units for fiscal year 2022 (“FY22 RTSR PSUs”) and the Cash ROIC performance-based stock units for fiscal year 2022 (“FY22 Cash ROIC PSUs” and, together with the FY22 RTSR PSUs, the “FY22 PSUs”).
| | | | | | | | | | | | | | | | | |
| Performance Metric | Actual Result for Applicable Performance Period(1) | Threshold | Target (100%) | Stretch (200%) | Payout (as a % of Target) |
| | | | | |
| FY22 STIP |
| Adjusted EBITDA (50%) | $143.3 million | $140 million | $155 million | $185 million | 61% |
| Safety (25%) | | | | | |
ICAO Air Accident(2) | 1 | See Page 48 for a Description of
the ICAO Air Accident Calculation | 112.5 | % |
| Lost Time Incident Severity Rate (“LTISR”) | 4.35 | 8.15 | 6.52 | 5.22 | 200%(6) |
| Individual Strategic Goals (25%) | 98%(3) | Forfeited if 93% of the Threshold performance level for the Adjusted EBITDA performance metric is not achieved. | 98 | % |
| FY22 Long-Term Incentive Program |
FY22 RTSR PSUs(4) | 53rd Percentile | 25th Percentile | 50th Percentile | 90th Percentile | TBD |
FY22 Cash ROIC PSUs(5) | 8.4% | 8.1% | 9.1% | 12.2% | 65% |
| | | | | |
| | | | | |
Annual Cash Bonus Plan(1): The Company adopted an annual cash bonus plan providingperformance period for paymentthe FY22 STIP was April 1, 2021 to March 31, 2022. The FY22 RTSR PSUs cliff vest at the conclusion of annual cash bonusesthe three-year performance period ending on the third anniversary of the grant date, subject to the attainmentNamed Executive Officer’s continued service through the vesting date, and are based on the RTSR attained during the performance period. The FY22 Cash ROIC PSUs will be measured in increments over a three-year period.
(2)Any fatality would have resulted in elimination of certain pre-establishedthe complete safety incentive for the fiscal year. See the description of the ICAO Air Accident calculation on page 48.
(3)Average performance level of our NEOs with respect to the applicable Individual Strategic Goals.
(4)FY22 RTSR PSU achievement can range from 0% to 200% of target based on relative performance against companies in the PHLX Oil Service Index (the “OSX Index”). Payouts are generally determined by multiplying the target number of FY22 RTSR PSUs by an adjustment percentage based on the RTSR percentile performance of the Company.
(5)The percentage of FY22 Cash ROIC PSUs that become payable at the end of the applicable performance period depends on the Company’s absolute Cash ROIC during the relevant performance period. The FY22 Cash ROIC PSUs may be earned in one-third increments based on performance against a one-year Cash ROIC performance goal for each of fiscal years 2022, 2023 and 2024.
| | | | | | | | |
| Bristow Group Inc. | 39 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
Total Stockholder Return Since the Merger of Era and Old Bristow
*Source: FactSet Market Data.
Executive Compensation Program Best Practices
| | | | | | | | |
ü WHAT WE DO | ü | Engage with large stockholders to discuss matters of interest. |
| ü | 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. |
| ü | Use performance-based long-term incentive awards compensation through performance-based stock units for which value is contingent upon stock price performance relative to grant date. |
| ü | Review target compensation levels relative to an appropriate set of peers annually. |
| ü | Reinforce the alignment of stockholders and our executives and directors by requiring significant levels of stock ownership. |
| ü | Ensure accountability and manage risk through (i) a robust financial restatement clawback policy applicable to our executive officers, (ii) limits on maximum annual cash incentive award opportunities, and (iii) ongoing risk assessments of our program. |
| ü | Use relative and absolute performance metrics to determine the payment of future performance awards under the Company’s long-term incentive awards. |
| ü | Maintain a Committee composed entirely of independent directors who are advised by an independent compensation consultant. |
| | | | | | | | |
X WHAT WE DON’T DO | X | No employment agreements with any of our executive officers. |
| X | No pledging (unless our General Counsel consents to the pledge) or hedging of our company stock, and no repricing stock options. |
| X | No excise tax gross-ups. |
| X | No significant perquisites. |
| X | No guarantee of bonuses. |
| | | | | | | | |
| Bristow Group Inc. | 40 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
Factors Considered in Determining Executive Compensation
Compensation Consultant and Management
The Committee sets compensation levels based on the skills, experience and achievements of each Named Executive Officer after taking into account market analysis, input by its independent compensation consultant and the compensation recommendations of our Chief Executive Officer, except with respect to his own compensation. The Committee believes that input from both its independent compensation consultant and our Chief Executive Officer provides useful information and points of views to assist the Committee in determining appropriate compensation.
We are always competing for the best talent with our direct industry peers and with the broader market. Consequently, the Committee, together with its independent compensation consultant, regularly reviews the market data, pay practices and ranges of specific peer companies to ensure that we continue to offer relevant and competitive executive pay packages. The Committee generally targets compensation to the market median for executive compensation program.
The Committee retained Mercer LLC (“Mercer”) to serve as its executive compensation consultant for fiscal year 2022. Prior to engaging Mercer, the Committee evaluated Mercer’s independence from management, taking into consideration all relevant factors, including the six independence factors specified in the NYSE listing rules and applicable SEC requirements. The Committee reviewed the independence of Mercer and concluded that it is independent and that its work for the Committee will not raise any conflicts of interest. The Committee has the sole authority to modify or approve Mercer’s compensation, determine the nature and scope of its services, evaluate its performance, terminate the engagement, and hire a replacement or additional consultant at any time. No other consulting firm made recommendations to the Committee or management on the peer group composition or on the form, amount or design of executive compensation in fiscal year 2022.
Executive Compensation Peer Group
Our peer group was developed primarily based on industry and size, focusing on companies in the oil and gas equipment and services and air transportation sectors. The Committee reviews the peer group on an annual basis.
Our peer group for fiscal year 2022 included each of the 15 companies listed below in decreasing order of global revenues for the most recently ended fiscal year for each such company.
| | | | | | | | | | | | | | | | | | | | |
| Company | Revenue (in millions) | | | Company | Revenue (in millions) | |
| | | | | | |
| Atlas Air Worldwide Holdings, Inc. | $4,031 | | | | Air Transport Services Group, Inc. | $1,734 | | |
| Matson, Inc. | $3,925 | | | | Allegiant Travel Company | $1,708 | | |
| Spirit Airlines, Inc. | $3,231 | | | | Helix Energy Solutions Group, Inc. | $675 | | |
| SkyWest, Inc. | $2,713 | | | | Newpark Resources, Inc. | $615 | | |
| MRC Global Inc. | $2,666 | | | | Oil States International, Inc. | $573 | | |
| Transocean Ltd. | $2,556 | | | | Forum Energy Technologies, Inc. | $541 | | |
| Kirby Corporation | $2,247 | | | | Core Laboratories N.V. | $470 | | |
| Oceaneering International | $1,869 | | | | | | |
| Bristow FY 2022 Global Revenues | $1,185 | | |
| Proxy Peer Group Median | $1,869 | | |
| | | | | | | | |
| Bristow Group Inc. | 41 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
Analysis of Executive Officer Compensation
Overview of the Fiscal Year 2022 Executive Compensation Program
The compensation of our Named Executive Officers consists of the following three key components that are described in more detail below: (1) base salary; (2) annual short-term incentive awards; and (3) long-term equity incentive awards.
Base Salary
To attract and retain talented and qualified executives, we provide competitive base salaries, which the Committee generally targets at the market median for executives with similar responsibilities. The Committee considers the competitive market data noted in the section entitled “Factors Considered in Determining Executive Compensation” when setting base salary. Salary adjustments have been typically made in May of each year and are based on the individual’s experience and background, the general movement of salaries in the marketplace, the Company’s financial performance and a qualitative assessment of the individual’s performance by his or her immediate supervisor, or in the case of the Chief Executive Officer, by the Board.
Fiscal Year 2022 Base Salaries
The Committee recommended, and the Board approved, base salary adjustments for the following Named Executive Officers for fiscal year 2022: (i) a 5% increase for Ms. Whalen in connection with the corporate management reorganization announced on April 1, 2021 in which Ms. Whalen took on additional responsibilities, including oversight of the information technology department; and (ii) a 5% increase for Ms. Gordon effective as of June 1, 2021, based on the Committee’s review of market data for executives with similar responsibilities.
| | | | | | | | |
| Bristow Group Inc. | 42 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
The following table summarizes these changes:
| | | | | | | | | | | |
| Named Executive Officers | Base Salary Effective June 11, 2020 | Base Salary Effective June 1, 2021 | |
| | | |
| Christopher S. Bradshaw | $720,000 | | $720,000 | | |
| David F. Stepanek | $400,000 | | $400,000 | | |
Alan Corbett(*) | $397,481 | | $397,481 | | |
| Crystal L. Gordon | $380,000 | | $400,000 | | |
| Jennifer D. Whalen | $310,000 | | $400,000 | | |
(*)Mr. Corbett’s base salary in GBP is £301,886. The USD amounts of his cash compensation are based on an exchange rate of 1 GBP to 1.32 USD, being the foreign exchange rate as of March 31, 2022.
Short-Term Annual Incentive Program
The Company maintains a short-term annual incentive program (the “STIP”) to reward selected executive officers and other employees for their contributions to the performance of the Company by achieving specific safety and financial metrics and individual strategic goals intended to support the Company’s strategic priorities.
The Committee sets the annual target value of each Named Executive Officer’s short-term incentive award opportunity as a percentage of the executive’s base salary. Generally, the award opportunities for each metric evaluated under the STIP are established at Threshold, Target and Stretch levels. The Stretch level for each metric is capped at 200% of Target, and as a result, the overall potential amount that could be earned is capped at 200% of Target.
The STIP for fiscal year 2022 (the “FY22 STIP”) included three performance metrics: safety, financial (i.e., Adjusted EBITDA) and individual strategic goals aligned with the operational and strategic objectives of the Company’s business. The relative weightings of each performance metric are set forth below. Attainment of 93% of the Threshold performance level for Adjusted EBITDA was required in order for any Named Executive Officer to receive any payment for achievement of the individual strategic goals.
| | | | | | | | |
| Bristow Group Inc. | 43 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
Overview of Safety Performance (25%)
Safety is our number one core value and highest operational priority. Our safety performance metrics under the FY22 STIP included (i) consolidated air accidents as determined in accordance with the International Civil Aviation Organization (“ICAO”) classification (“ICAO AA”), which is a measure of aircraft accidents that accounts for the severity of any damage or injuries sustained during such events, for the fiscal year compared to a preset target; and (ii) personal injury events as measured by a lost time incident severity rate reflecting the number of lost work days experienced expressed as a rate per 100 full-time employees (“LTISR”). ICAO AA and LTISR each account for 12.5% (together accounting for 25%) of the weighting for the FY22 STIP. Both of these safety performance metrics are measured at the consolidated corporate level.
Deferred 40%
| | | | | |
| The Company’s continued commitment to our Target Zero safety culture resulted in an 18% reduction in the total recordable injury rate and a 25% year-over-year reduction in lost work days. |
Financial Performance/Adjusted EBITDA (50%)
Our financial performance metric for the FY22 STIP was measured by Adjusted EBITDA. Adjusted EBITDA (as defined under the FY22 STIP) was $143.3 million in fiscal year 2022, satisfying Threshold level of 2017 Annual Bonusesperformance for Adjusted EBITDA under the FY22 STIP.
| | | | | |
| Threshold level of performance for Adjusted EBITDA was met in fiscal year 2022, resulting in a 61% payout for this performance metric. |
:
Individual Strategic Goals (25%)
Under the FY22 STIP, the Committee, together with the Chief Executive Officer (other than for himself), approved individual strategic goals for each Named Executive Officer aligned with the Company’s strategic priorities. The Company continued its practiceindividual strategic goals of deferring payment of 40%the FY22 STIP link compensation directly to the performance of the Named Executive Officers’ annual bonusesOfficer.
The Committee carefully evaluated Company and individual performance. On average, the Named Executive Officers achieved 98% of the individual strategic goals agreed upon by the Committee for fiscal year 2022. Please see below for the Committee’s considerations with respect to subsequent years generallyeach Named Executive Officer’s individual performance.
| | | | | |
| Strengthened the Company’s government service offerings with the award of two 10-year government search and rescue contracts in fiscal year 2022. |
| | | | | | | | |
| Bristow Group Inc. | 44 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
| | | | | | | | |
Christopher S. Bradshaw President and Chief Executive Officer | | Selected Fiscal Year 2022 Performance Highlights •Oversaw the delivery of another strong year of safety, leading several key initiatives, including an 18% reduction in the total recordable injury rate, a 25% year-over-year reduction in lost work days, harmonizing the Company’s safety reporting systems in the Americas following the Merger, and enhancing safety management reporting programs across the Company’s operational footprint; •Led the realization of $53.3 million of run-rate cost synergies from the Merger as of March 31, 2022; •Advanced the Company’s sustainability initiatives. Key highlights included, among other things, completion of offshore revenue flights utilizing sustainable aviation fuels in the UK for both the Company’s government and civilian customers, supporting communities through donations to 56 organizations through the Bristow Uplift program, and launching a project management office to support the execution of the Company’s environmental, social, and governance initiatives; and •Strengthened our government service offerings with the award of two 10-year search and rescue contracts with the Netherlands Coastguard and Dutch Caribbean Coastguard and the signing of a purchase agreement to acquire British International Helicopter Helicopter Services Limited, an entity providing services to the British Armed Forces. COMPENSATION DECISIONS In June 2021, the Committee recommended, and the Board approved, the following compensation actions with respect to Mr. Bradshaw: •Mr. Bradshaw’s base salary was unchanged for fiscal year 2022; •The issuance of an annual equity award with an aggregate target grant date value of approximately $2.5million, which was split equally between FY22 RSUs and FY22 PSUs; and •Set the percentage target for long-term incentive compensation that is variable, at risk, and aligned with stockholder interests at 350%. In May 2022, the Committee recommended, and the Board approved, a FY22 STIP payout for Mr. Bradshaw in the amount of $1,015,875, which represented 94% of his target opportunity under the FY22 STIP. In addition, the Committee recommended, and the Board approved, an increase in Mr. Bradshaw’s long-term incentive target from 350% to 400%. |
| | | | | | | | |
| Bristow Group Inc. | 45 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
| | | | | | | | |
David F. Stepanek Executive Vice President, Sales and Chief Transformation Officer | | Selected Fiscal Year 2022 Performance Highlights •Led the Company’s diversification efforts for advanced air mobility including the announcement of multiple partnerships with manufacturers of electric vertical take-off and landing and hybrid aircraft; •Led the launch of Company’s geographic diversification into the Middle East marketplace; and •Restructured our commercial reporting systems to enhance functionality which resulted in enhanced reporting and better tracking of opportunities. COMPENSATION DECISIONS In June 2021, the Committee recommended, and the Board approved, the following compensation actions with respect to Mr. Stepanek: •Mr. Stepanek’s base salary was unchanged for fiscal year 2022; •The issuance of an annual equity award with an aggregate target grant date value of approximately $800,000, which was split equally between FY22 RSUs and FY22 PSUs; and •Set the percentage target for long-term incentive compensation that is variable, at risk, and aligned with stockholder interests at 200%. In May 2022, the Committee recommended, and the Board approved, a FY22 STIP payout for Mr. Stepanek in the amount of $302,600, which represented 95% of his target opportunity under the FY22 STIP. |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | | | | | | | |
Alan Corbett Senior Vice President, Europe, Africa, Middle East, Asia and Australia and Search and Rescue | | Selected Fiscal Year 2022 Performance Highlights •Led the effort to strengthen our government service offerings with the award of two 10-year search and rescue contracts with the Netherlands Coastguard and Dutch Caribbean Coastguard and the signing of a purchase agreement to acquire British International Helicopter Services Limited, an entity providing services to the British Armed Forces; •Executed a strategic plan to enhance utilization of UAS services resulting in new commercial opportunities; and •Led multiple tender submissions for several government service opportunities, including the submission of the Company’s UK SAR 2G bid. COMPENSATION DECISIONS In June 2021, the Committee recommended, and the Board approved, the following compensation actions with respect to Mr. Corbett: •Mr. Corbett’s base salary was unchanged for fiscal year 2022; •The issuance of an annual equity award with an aggregate target grant date value of approximately $630,474, which was split equally between FY22 RSUs and FY22 PSUs; and •Set the percentage target for long-term incentive compensation that is variable, at risk, and aligned with stockholder interests at 150%. In May 2022, the Committee recommended, and the Board approved, a FY22 STIP payout for Mr. Corbett in the amount of $297,159, which represented 95% of his target opportunity under the FY22 STIP. |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | | | | | | | |
| Bristow Group Inc. | 46 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
| | | | | | | | |
Crystal L. Gordon Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary | | Selected Fiscal Year 2022 Performance Highlights •Drove efficiencies and enhanced reporting for insurance risk management, achieving significant savings; •Led an entity organizational restructuring effort to support operations in the U.K. and the EU; and •Led the Company’s government affairs strategy to advance the Company’s entry into advanced air mobility and offshore wind through strategic committee appointments, relationship development, and legislative initiatives. COMPENSATION DECISIONS In June 2021, the Committee recommended, and the Board approved, the following compensation actions with respect to Ms. Gordon: •A 5% base salary increase to $400,000; •The issuance of an annual equity award with an aggregate target grant date value of approximately $600,000, which was split equally between FY22 RSUs and FY22 PSUs; and •Set the percentage target for long-term incentive compensation that is variable, at risk, and aligned with stockholder interests at 150%. In May 2022, the Committee recommended, and the Board approved, a FY22 STIP payout for Ms. Gordon in the amount of $375,090, which represented 95% of her target opportunity under the FY22 STIP. |
| | | | | | | | |
Jennifer D. Whalen Senior Vice President, Chief Financial Officer | | Selected Fiscal Year 2022 Performance Highlights •Drove efficiencies through the implementation of new budgeting and cash management systems; •Achieved significant savings through the reorganization of the Information Technology department; and •Supported the evaluation of strategic opportunities, including the divestiture of the Company’s business in Colombia and the signing of a purchase agreement to acquire British International Helicopter Services Limited. COMPENSATION DECISIONS In April 2021, the Committee recommended, and the Board approved, an increase to base salary to $400,000 for Ms. Whalen. In June 2021, the Committee recommended, and the Board approved, the following additional compensation actions with respect to Ms. Whalen: •The issuance of an annual equity award with an aggregate target grant date value of approximately $600,000, which was split equally between FY22 RSUs and FY22 PSUs; and •Set the percentage target for long-term incentive compensation that is variable, at risk, and aligned with stockholder interests at 150%. In May 2022, the Committee recommended, and the Board approved, a FY22 STIP payout for Ms. Whalen in the amount of $276,188, which represented 92% of her target opportunity under the FY22 STIP. In addition, the Committee recommended, and the Board approved, an 8% increase in base salary for Ms. Whalen. |
| | | | | | | | |
| Bristow Group Inc. | 47 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
FY22 Performance Results
In May 2022, the Committee, together with the Audit Committee, certified the Company’s performance with respect to the Adjusted EBITDA and safety performance metrics of the FY22 STIP and each Named Executive Officer’s achievement of individual strategic goals. The table below sets forth Threshold, Target, Stretch and actual for the financial and safety performance metrics.
FY22 STIP
| | | | | | | | | | | | | | | | | |
| Performance Metric | Actual Result for Applicable
Performance Period | Threshold | Target (100%) | Stretch (200%) | Payout
(as a % of Target) |
| | | | | |
| Adjusted EBITDA (50%) | $143.3 million | $140 million | $155 million | $185 million | 61% |
| Safety (25%) | | | | | |
ICAO Air Accident(1) | See Below for a Description of the ICAO Air Accident Performance Calculation | 112.5 | % |
| Lost Time Incident Severity Rate (“LTISR”) | 4.35 | 8.15 | 6.52 | 5.22 | 200 | % |
| Individual Strategic Goals (25%) | 98%(2) | Forfeited if 93% of the Threshold performance level for the
Adjusted EBITDA performance metric is not achieved. | 98 | % |
| | | | | |
| | | | | |
(1)See description below for the calculation of the ICAO Air Accident performance metric in fiscal year 2022. Any fatality would have resulted in elimination of the complete safety incentive for the fiscal year.
(2)Average performance level of our Named Executive Officers with respect to the applicable Individual Strategic Goals.
In the third quarter of fiscal year 2022, the Company experienced a non-fatal air accident as determined under the industry known ICAO classification. Performance under the ICAO AA performance metric is measured independently on a quarterly basis. As such, each quarter the Named Executive Officers have the opportunity to earn 25% of the total ICAO AA performance metric in the event of zero air accidents during such quarter. The ICAO AA performance metric is subject to a modifier of an additional (i) 50% of the amount earned in the event of one non-fatal air accident during the annual performance period; or (ii) 100% of the amount earned in the event of zero air accidents during the annual performance period. The foregoing modifier is applied at the conclusion of the fiscal year.
As a result of the non-fatal air accident in the third quarter of fiscal year 2022, the Named Executive Officers earned 75% of the ICAO AA performance metric (25% in each suchof the first, second and fourth quarters of fiscal year 2022), which was then subject to the 50% modifier described above, resulting in an ICAO AA performance metric of 112.5% (75% plus 37.5% (50% of 75%)) in fiscal year 2022.
| | | | | | | | |
| Bristow Group Inc. | 48 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
Long-Term Incentive Program
Fiscal Year 2022 Equity Awards
In fiscal year 2022, the Committee approved equity awards to the Named Executive Officers comprised of FY22 RSUs (50%), FY22 RTSR PSUs (25%) and FY22 Cash ROIC PSUs (25%).
The aggregate target grant date values of the annual equity awards described above for each current Named Executive Officer were as follows:
| | | | | | | | | | | |
| Named Executive Officer | FY22 RSUs | FY22 RTSR PSUs | FY22 Cash ROIC PSUs |
| | | |
| Christopher S. Bradshaw | $1,259,987 | | $629,979 | | $630,008 | |
| David F. Stepanek | $399,998 | | $199,999 | | $199,999 | |
| Alan Corbett | $315,241 | | $157,606 | | $157,607 | |
| Crystal L. Gordon | $300,013 | | $149,992 | | $149,993 | |
| Jennifer D. Whalen | $300,013 | | $149,992 | | $149,993 | |
RTSR PSUs
The FY22 RTSR PSUs cliff vest at the conclusion of the three-year performance period ending on the third anniversary of the grant date, subject to the Named Executive Officer’s continued employmentservice through the vesting date, and are based on the RTSR attained during the performance period. The FY22 RTSR PSU achievement can range from 0% to 200% of target based on relative performance against companies in the PHLX Oil Service Index (the “OSX Index”). Payouts are generally determined by multiplying the target number of FY22 RTSR PSUs by an adjustment percentage based on the RTSR percentile performance of the Company, as set forth in the following table. No payout will be made if performance is below the 25th percentile.
| | | | | | | | |
| Performance Level | Percentile Rank Relative to Peers | Payout % of Target(1)(2) |
| | |
| Maximum | ≥ 90th | 200% |
| Target | 50th | 100% |
| Threshold | 25th | 50% |
| Below Threshold | < 25th | 0% |
(1)Payout would be interpolated on a linear basis for performance between levels of achievement
(2)Payouts would be capped at target in the event of negative TSR, regardless of percentile ranking relative to the peers
Cash ROIC PSUs
The Cash ROIC metric will be measured in increments over a three-year period and is designed to focus Named Executive Officers on the efficient use of capital by promoting discipline in capital allocation decisions. See Appendix A for a calculation of Cash ROIC, which is a supplemental measure not calculated in accordance with generally accepted accounting principles in the United States (GAAP).
The Cash ROIC is denominated in PSUs, each of which is equivalent to one share of Common Stock. The percentage of such number of FY22 Cash ROIC PSUs that become payable at the end of the applicable performance period depends on the Company’s absolute Cash ROIC during the relevant annual performance periods.
| | | | | | | | |
| Bristow Group Inc. | 49 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
Summary of Outstanding Performance Awards
Each PSU award features a three-year performance period resulting in overlapping awards that, in aggregate, cover a five-year period. Other than the performance share units awarded in fiscal year 2020 (the “FY20 PSUs”), the potential payout for each PSU award ranges from 0 to 200 percent. Performance under the FY20 PSUs are tied to achievement of stock appreciation, which is measured each year on June 12 over the 3-year performance period.
(1)The performance of each PSU award will be measured and determined at the end of the performance period.
(2)Payout would be capped at target in the event of negative TSR, regardless of percentile rank relative to the peers.
(3)Certification of the results of each performance metric may cause the vesting date to be extended in accordance with the Company.terms of each PSU agreement.
Preview of Fiscal Year 2023 Executive Compensation Program
In May 2022, the Committee approved the fiscal year 2023 compensation levels for the Named Executive Officers, and no changes were made to base salary or target incentive opportunity for any Named Executive Officers other than: (i) a 8%
| | | | | | | | |
| Bristow Group Inc. | 50 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
No Guaranteed Bonuses:increase in base salary for Ms. Whalen after a review of market data for executives with similar responsibilities; and (ii) an increase in Mr. Bradshaw’s long-term incentive target from 350% to 400%, which was recommended after a review of market data for executives with similar responsibilities.
Given the positive say-on-pay results (99% of the votes cast) for fiscal year 2021, the Committee did not make any changes to the STIP and LTIP design for fiscal year 2023. The Company believesCommittee continues to believe that bonuses should reflect actual Companythe Company’s executive compensation program for fiscal year 2023 focuses leadership on key areas that drive the business forward and individual performance; therefore,align to the Company does not guarantee bonus paymentsshort-term and long-term interests of our stockholders.
Fiscal Year 2023 Long-Term Incentive Awards
The long-term incentive awards issued for fiscal year 2023 included the following grants to the Named Executive Officers.Officers:
| | | | | | | | | | | |
| Named Executive Officer | FY23 RSUs | FY23 RTSR PSUs | FY23 Cash ROIC PSUs |
| | | |
Christopher S. Bradshaw(1) | $1,440,000 | | $720,000 | | $720,000 | |
David F. Stepanek(2) | $400,000 | | $200,000 | | $200,000 | |
Alan Corbett(3) | $282,941 | | $141,471 | | $141,471 | |
Crystal L. Gordon(4) | $300,000 | | $150,000 | | $150,000 | |
Jennifer D. Whalen(5) | $322,500 | | $161,250 | | $161,250 | |
(1)The target value of Mr. Bradshaw’s long-term incentive awards for fiscal year 2023 is equal to 400% of his base salary, half of which is comprised of time-based RSUs and the other half of which is comprised of performance-based stock units.
(2)The target value of Mr. Stepanek’s long-term incentive awards for fiscal year 2023 is equal to 200% of his base salary, half of which is comprised of time-based RSUs and the other half of which is comprised of performance-based stock units.
(3)The target value of Mr. Corbett’s long-term incentive awards for fiscal year 2023 is equal to 150% of his base salary, half of which is comprised of time-based RSUs and the other half of which is comprised of performance-based stock units. The USD amounts of Mr. Corbett’s long-term incentive awards are based on an exchange rate of 1 GBP to 1.25 USD, being the foreign exchange rate as of the grant date.
No Perquisites(4): The Company doestarget value of Ms. Gordon’s long-term incentive awards for fiscal year 2023 is equal to 150% of her base salary, half of which is comprised of time-based RSUs and the other half of which is comprised of performance-based stock units.
(5)The target value of Ms. Whalen’s long-term incentive awards for fiscal year 2023 is equal to 150% of her base salary, half of which is comprised of time-based RSUs and the other half of which is comprised of performance-based stock units.
Other Compensation Components
Perquisites
We generally do not grantprovide perquisites to the Named Executive Officers that are different from the perquisites available to all the Company’s employees generally.
No Tax Gross-ups: The Company has never provided any tax gross-up payments tobroadly. In May 2022, the Committee recommended, and the Board approved, a new health and wellness program for our Named Executive Officers and has no contract or agreement with any(the “NEO Wellness Program”), which will be available in fiscal year 2023. Under the NEO Wellness Program, Named Executive Officer that provides forOfficers are eligible to receive a tax gross-up payment, including those related to change-of-control payments subject to Sections 280Gcomprehensive wellness examination through an approved provider. These wellness visits promote employee well-being and 4999 of the Internal Revenue Code of 1986, as amended.
No Repricing or Replacing Outstanding Stock Options: The Company has never repriced or replaced any of its outstanding stock options.
Clawback Policy: The Company has a clawback policy applicable to the Named Executive Officers’ executive compensation.
Stock Ownership Guidelines: The Company has adopted Stock Ownership Guidelines that apply toenable the Named Executive Officers to ensuretake appropriate steps in the event of illness or a medical condition that may impact his or her ability to perform his or her duties.
For additional information regarding perquisites, see “Director and Executive Officer Compensation – Summary Compensation Table.”
Employment Agreements and Change in Control Arrangements
The Committee does not believe fixed-term executive employment contracts that guarantee minimum levels of stock ownership are attained and maintained.
compensation over multiple years enhance stockholder value. Accordingly, our U.S.-based executives generally do not haveNo Hedging or Pledging By Named Executive Officers: The Company has adopted prohibitions against hedging or pledging (unless our General Counsel consents to the pledge) of the shares of Common Stock. | | | | | | | | |
| Bristow Group Inc. | 51 | 2022 Proxy Statement |
How We Determine Executive Compensation
The Company does not set targets for the mix of compensation among the various elements when determining compensation. The mix of value attributable to each of the elements of compensation is generally driven by the Company’s desire to emphasize variable and at risk compensation, such as cash bonus and long-term incentives, over fixed compensation. The Company believes this approach to compensation allocation supports its culture and aligns Named Executives Officers with shareholders.
Individual performance has a significant impact on determining each compensation component, other than for certain benefits that are provided to all of our employees. Each Named Executive Officer’s annual performance is evaluated based on a review of his or her individual contributions to the business results both for the year and the long-term impact of the individual’s behavior and decisions.
The summary below provides a discussion of how the Company designs, and why the Company chooses to pay, each of the core elements of our executive compensation programs and explains what was paid to each Named Executive Officer in respect of 2017 performance.
Role of Peer Group
The Company’s peer companies (“Peer Companies”), which are periodically reviewed and updated by the Compensation Committee as necessary, consist of other public helicopter service companies and oilfield services companies against whom we compete for executive talent, including:
|
| | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | Air Methods Corp.
Basic Energy Services, Inc.
Bristow Group, Inc.
CHC Group, Ltd.
C&J Energy Services, Ltd.
GulfMark Offshore, Inc.
| Hornbeck Offshore Services, Inc.
Key Energy Services Inc.
PHI Inc.
SEACOR Holdings Inc.
Tidewater Inc.
|
While the Compensation Committee does not thinkemployment contracts. However, in certain limited circumstances related to mergers and acquisitions, it is appropriate to establish compensation based solely on benchmarking compared to the Peer Companies, the Compensation Committee believesthat reviewing peer information is useful for two reasons. First, the Company’s compensation practices mustmay be competitive in order to attract and retain executives with the ability and experience necessary to provide leadershipenter into employment agreements.
We also have agreements with executives based outside the United States where local regulations and to deliver strong performance to the Company’s shareholders. Second, peer review allows the Compensation Committee to assess the reasonableness of the Company’s compensation practices. This process allows the Company to achieve one of its primary objectives of maintaining competitive compensation opportunities to ensure retention when justified and rewarding the achievement of Company objectives so as to align with shareholder interest.practices require employment contracts.
Annual Base SalaryChange in Control Arrangements
The base salary levels for the Named Executive Officers are determined based on the experience and skill required for executing the Company’s business strategy and overseeing operations and are adjusted as appropriate at levels designed to be consistent with professional and market standards. The 2017 annual base salaries for each of the current Named Executive Officers were as follows:
|
| | | | | | |
| Named Executive Officer | | Title | | 2017 Base Salary |
| Christopher Bradshaw | | President and Chief Executive Officer | | $ | 595,000 |
|
| Stuart Stavley | | Senior Vice President, Operations & Fleet Management | | 250,000 |
|
| Paul White | | Senior Vice President, Commercial | | 250,000 |
|
As previously noted, Ms. Shah resigned in 2017 during which her annual base salary was $335,000. Effective January 1, 2018, the base salaries for the Named Executive Officers were adjusted to $625,000 for Mr. Bradshaw and to $262,500 for each of Messrs. Stavley and White.
Annual Cash Bonus Compensation
In February 2017, the Compensation Committee approved and adopted an annual cash bonus plan for the fiscal year 2017 (the “2017 Plan”), in which each of the Named Executive Officers participated. The 2017 Plan provided for payment of cash bonuses following the completion of the 2017 fiscal year subject to the attainment of certain performance goals achieved during the 2017 fiscal year. Performance goals included safety metrics, achievement of earnings before interest, taxes, depreciation and amortization adjusted to exclude special items (“Adjusted EBITDA”) and individual performance objectives. Each Named Executive Officer was eligible to earn the applicable maximum award under the 2017 Plan, subject to reduction at the discretion of the Compensation Committee, based on the level of achievement of the applicable performance measures. The 2017 Plan was structured such that the Adjusted EBITDA threshold under the 2017 Plan exceeded the Company’s budgeted 2017 Adjusted EBITDA. This design was intended to result in lower actual cash bonus awards payouts to the Named Executive Officers under the 2017 Plan unless there was significant improvement in the Company’s business during fiscal 2017. Following the completion of the 2017 fiscal year, the Compensation Committee certified that the threshold Adjusted EBITDA established under the 2017 Plan was not achieved. As a result, the portion of the bonus award opportunities subject to achievement of Adjusted EBITDA was not earned. The Compensation Committee approved 2017 annual cash bonus awards for each Named Executive Officer based upon actual performance under the terms of the 2017 Plan and without the application of negative discretion as presented below:
|
| | | | | | | | | | | | |
| Named Executive Officer | | Target Bonus Opportunity | | Maximum Bonus Opportunity | | 2017 Annual Cash Bonus Awards |
| Christopher Bradshaw | | $ | 892,500 |
| | $ | 1,785,000 |
| | $ | 703,112 |
|
| Stuart Stavley | | 187,500 |
| | 375,000 |
| | 144,431 |
|
| Paul White | | 187,500 |
| | 375,000 |
| | 144,431 |
|
The annual cash bonus awards to the Named Executive Officers are payable over three years, 60% in the year awarded (for services in the prior calendar year) and 20% in each of the next two subsequent years. Interest is paid on the deferred portion of this cash bonus compensation at the Company’s borrowing rate at the time of payment, currently LIBOR plus 225 bps or approximately 3.6% per annum.
The Company previously adopted the Era Group Inc. ManagementEquity Incentive Plan (the “MIP”) in order to award annual bonus compensation intended to comply with the requirements of Section 162(m) of the Code. The Company paid annual bonuses under the MIP to certain of its executive officers in respect of 2017 performance. For a description of the MIP see “Other Compensation Plans and Arrangements - Era Management Incentive Plan” below.
In February 2018, the Compensation Committee approved and adopted an annual cash bonus plan for the fiscal year 2018 (the “2018 Plan”), in which each of the Named Executive Officers currently employed by the Company participate. The 2018 Plan provides for payment of cash bonuses following the completion of the 2018 fiscal year subject to the attainment of certain performance goals. Performance goals include safety metrics, achievement of Adjusted EBITDA and individual performance objectives. Each Named Executive Officer is eligible to earn the applicable maximum award under the 2018 Plan, subject to reduction at the discretion of the Compensation Committee, based on the level of achievement of the applicable performance measures. The applicable target and maximum bonus award opportunities for each Named Executive Officer under the 2018 Plan are presented below. |
| | | | | | | | |
| Named Executive Officer | | Target Bonus Opportunity | | Maximum Bonus Opportunity |
| Christopher Bradshaw | | $ | 937,500 |
| | $ | 1,875,000 |
|
| Stuart Stavley | | 196,875 |
| | 393,750 |
|
| Paul White | | 196,875 |
| | 393,750 |
|
Equity Compensation
The Company has adopted the Era Group Inc. 2012 Share Incentive Plan (the “2012 Share Incentive Plan”). The Compensation Committee, with input from management, determines the amount and allocation of equity awards on a case-by-case basis for each individual, which the Company believes is the best approach for it. The Company currently employs two types of equity-based awards: (1) annual restricted stock grants; and (2) one-time restricted stock grants in respect of promotions or new hire appointments. For fiscal year 2017, the Compensation Committee considers, among other things, the following factors when granting equity awards to the Named Executive Officers: (i) the executive’s roles and responsibilities; (ii) retentive value with respect to existing executive officers; and (iii) an estimate of the value of such awards. There were no stock option awards approved by the Compensation Committee during fiscal year 2017.
In March 2017, the Compensation Committee awarded Mr. Bradshaw 76,479 shares of restricted stock, Ms. Shah 30,142 shares of restricted stock, and each of Messrs. Stavley and White 22,494 shares of restricted stock. Each of these annual restricted
stock awards vest in equal installments on each of the first three anniversaries of the grant date. Ms. Shah’s shares of restricted stock that were set to vest in March of 2018 were accelerated and vested in connection with her separation from the Company.
Stock Ownership
The Company has also adopted Stock Ownership Guidelines to ensure that the Named Executive Officers attain and maintain minimum levels of stock ownership. For a description of the Stock Ownership Guidelines see “Stock Ownership Guidelines.”
Clawback Policy
The Company has adopted a clawback policy pursuant to which it will seek to recoup compensation paid to Named Executive Officers in the event the Company is required to publish a restatement to any of its previously published financial statements as a result of: 1) the material noncompliance of the Company with any applicable financial reporting requirement under the U.S. federal securities laws or 2) the fraud, theft, misappropriation, embezzlement or intentional misconduct by an executive.
Policy Against Pledging and Hedging Company Securities
The Company has adopted policies prohibiting hedging and pledging (unless our General Counsel consents to the pledge) of Company securities by our directors, senior officers and employees.
Employment and Other Contracts and Potential Payments Upon Death, Disability, Qualified Retirement, Termination Without Cause or a Change of Control
2012 Share Incentive Plan
Pursuant to the terms of the applicable award agreements, performance-based stock units, stock options, restricted stock and restricted stock awardsunits granted under the Bristow Group Inc. 2021 Equity Incentive Plan, the Era Group Inc. 2012 Share Incentive Plan are payable orand the Bristow Group Inc. 2019 Management Incentive Plan vest upon the death, qualified retirement or termination without “cause” of the employee, or upon the occurrence of a “changechange in control.”control of the Company. However, the outstanding balance isunvested awards are generally forfeited if the employee is terminated with “cause” or resigns without “good reason.”
Era Group Inc. Executive Severance PlanPlans
The Compensation Committee believes that it is important to provide the Named Executive Officers with certain severance payment(s) uponin connection with a change in control in order to establish a sense of stability in the event of transactions that may create uncertainty regarding our Named Executive Officers’ future employment. Such payments maximize shareholderstockholder value by encouraging the Named Executive Officers to objectively review any proposed transaction to determine whether such proposal is in the best interest of our shareholders,stockholders, irrespective of whether or not the Named Executive OfficerNEO will continue to be employed post-transaction.
Following the Merger, the Committee elected to terminate the Era Group Inc. Senior Executive officers at other companies in our industry and the general market commonly have severance plans or equity compensation plans that provide forSeverance Plan (“Era Severance Plan”). The severance benefits or accelerated vesting for equity upon a change in control event, andprovided under the Company believes its adoption of theEra Severance Plan (as described below) is aligned with competitive market practices.
The Company provideslapsed on June 11, 2022 for all of the Named Executive Officers with certain severance payment(s) upon a change in control pursuantother than Mr. Corbett who is still subject to the Era Group Inc. Executiveseverance protections outlined below for Old Bristow.
Old Bristow Severance Plan (“
Effective as of October 31, 2019, Old Bristow adopted the Amended and Restated 2019 Management Severance Benefits Plan for U.S. Employees (the “Old Bristow Severance Plan”) and also provides for the acceleration of vesting for equity-based compensation awards upon certain termination events and upon a change in control. The Severance Plan, which provides severance benefits to eligiblecertain key employees, which are categorized into five “tiers”, including Mr. Corbett, who is a Tier 2 participant. Each of the Named Executive Officers, designated byTier 2 and Tier 3 participants were required to enter into a separate participation agreement to the Compensation Committee, whose employment is terminatedOld Bristow Severance Plan (an “Old Bristow Participation Agreement”), which provides for certain enhanced benefits and imposes additional requirements in addition to the terms of the Old Bristow Severance Plan.
The Old Bristow Severance Plan provides participants with severance benefits in the event of a termination by the Company without “cause”Cause (as defined therein) or, in the case of Tier 2 and Tier 3 participants, by the participant for “good reason” in connectionGood Reason (as defined therein) (each, an “Old Bristow Qualifying Termination”), with a “change in control” (as such terms are definedseverance benefits consisting of the following for Mr. Corbett: (i) cash severance in the form of continued base salary payments for 12 months post‑termination; (ii) subsidized COBRA coverage for 18 months post-termination; (iii) outplacement services for 12 months post‑termination; and (iv) a pro-rata annual bonus for the fiscal year of termination based on actual performance.
For Tier 2 participants, the Old Bristow Severance Plan) (in either case, a “Qualifying Termination”).
Upon aPlan and Old Bristow Participation Agreements provide for enhanced severance benefits in the event that the Old Bristow Qualifying Termination occurs within the two-year period following a Named Executive Officer will be eligibleChange in Control (as defined therein), with such enhanced severance benefits consisting of the same severance benefits as described in the preceding paragraph, subject to receive the following benefits: (a) a lump sumenhancements: (i) the cash paymentseverance consists of an amount equal to one to two times1.5x (Tier 2 participants) the sum of annualthe participant’s (x) base salary and (y) target bonus (initially 65% of base salary (Tier 2 participants)), payable in installments over the 18-month (Tier 2 participants) post‑termination period; and (ii) the pro-rata annual bonus (three timesis based on target (as opposed to actual) performance. Because the Old Bristow Qualifying Termination would occur after the date that the Committee determined annual compensation for fiscal year 2022, the Company’s President and Chief Executive Officer); (b) pro-rataamount in clause (i)(y) above will equal to the greatest of (x) Mr. Corbett’s initial target bonus amount described
| | | | | | | | |
| Bristow Group Inc. | 52 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
above, (y) 100% of his target bonus for the fiscal year in which the Old Bristow Qualifying Termination occurs and (z) 100% of termination; (c)his target bonus for the prior fiscal year (excluding fiscal year 2020 and all prior years).
The Old Bristow Participation Agreements also subject Tier 2 and Tier 3 participants, including Mr. Corbett, to restrictive covenants as a lump sum cashcondition of participating therein, with such covenants consisting of the following: (i) 12-month (or, if longer, the length of the base salary continuation period) post-termination non-compete; (ii) 24-month post-termination non-solicitation/non-hire; (iii) assignment of inventions; and (iv) perpetual confidentiality and non-disparagement. The Old Bristow Participation Agreements also provide that the Old Bristow Severance Plan may not be amended in an adverse manner to the Tier 2 and Tier 3 participants during the three-year period following October 31, 2019.
Other Benefits
Executive officers are eligible to participate, with other employees, in various employee benefit plans, including paid time off, medical, dental and disability insurance plans and a 401(k) plan. The Committee exercises no discretion over this participation.
| | | | | | | | |
| Bristow Group Inc. | 53 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
Executive Compensation Program Governance
Risk Management
The Committee carefully considers the relationship between risk and our overall compensation policies, programs and practices for Named Executive Officers and other employees. The Committee continually monitors the Company’s general compensation practices, specifically the design, administration and assessment of our incentive plans, to identify any components, measurement factors or potential outcomes that might create an incentive for excessive risk-taking detrimental to the Company.
The Committee has determined that the Company’s compensation plans and policies do not encourage excessive risk-taking. The foregoing conclusion is based upon the risk mitigation factors outlined below, together with the general design of the executive compensation program, which utilizes a mix of pay elements (base salary, STIP, PSUs, and RSUs) and short-term and long-term compensation plans that balance risk through the delayed payment of long-term awards. Multiple performance measures are included in the executive compensation program and maximum caps are in place for incentive compensation. Further, the Committee has the ability to apply negative discretion.
Stock Ownership Guidelines and Ongoing Holding Requirements for Officers
Our Board has adopted Stock Ownership Guidelines for officers at the Vice President level or higher. Each officer subject to the Stock Ownership Guidelines is expected to hold or have held Company stock, including unvested restricted stock or unvested restricted stock units, with a value equal to COBRA premiumsa multiple of their base salary as follows:
Officer Share Ownership Guidelines
| | | | | |
| Officers | Holding Requirement |
| |
| CEO | 5x annual base salary |
| Executive Vice President | 3x annual base salary |
| Senior Vice President | 2x annual base salary |
| Vice President | 1x annual base salary |
An officer who does not meet the minimum holding requirements may not sell any shares of our Common Stock until he or she meets the holding requirement and would continue to meet the holding requirement following any such sale. Unvested performance-based stock awards and performance-based stock units do not count toward satisfaction of the Stock Ownership Guidelines. Officers subject to the Stock Ownership Guidelines are expected to comply within five years from the later of the effective date of the guidelines (June 1, 2021) or the date the individual is named to a participating position. As of March 31, 2022, all of the NEOs are on track to meet the stock ownership requirements by March 31, 2027.
The Stock Ownership Guidelines effectively require that our officers, subject to the coming years’ requirements, hold as a group approximately $10.1 million of Company stock, including unvested restricted stock or unvested restricted stock units.
Stock Vesting Periods
The 2021 Equity Incentive Plan includes minimum vesting periods for 18 months;awards. Historically, restricted stock units granted under our long-term incentive plans have either cliff vested three years from the date of grant or vested ratably in equal portions on the first, second and (d) outplacement services notthird anniversaries of the date of grant.
Clawback Policies
The Committee has adopted a policy of recoupment of compensation in certain circumstances that applies to exceed $25,000. In order to receive severance payments, the Named Executive Officer must execute a general release of claims in favoreach executive officer of the Company. As a condition to participationThe policy provides that in the Severance Plan, all participants are subject to confidentiality obligations, as well as non-solicitation and noncompetition restrictions during their employment withevent the Company and for 18 months thereafter (two years for the Company’s President and Chief Executive Officer).issues a restatement of its financial
In the event that any payment or benefit | | | | | | | | |
| Bristow Group Inc. | 54 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | |
statements due to a Named Executive Officer would be subjectits material noncompliance with financial reporting requirements under U.S. securities laws, the Company will, to the excise tax under Section 4999 of the Code, based on such payments being classified as “excess parachute payments” under Section 280G of the Code, then the amounts payable to such Named Executive Officer will be reduced to the maximum amount that does not trigger the excise tax, unless the applicable employee would be better off (on an after-tax basis) receiving all such paymentsextent permitted by governing law, require reimbursement from current and benefits and paying all applicable income and excise tax thereon.
The Board or the Compensation Committee may amend or terminate the Severance Planformer executive officers for excess incentive compensation received at any time but no such action may be adverseduring the three-year period preceding the date on which the Company is required to prepare the accounting restatement if a lower payment would have occurred based on the restated results, regardless of whether the executive officer engaged in misconduct or otherwise caused or contributed to the interestsrequirement for the restatement.
Insider Trading Policy
Our Insider Trading Policy, which applies to (i) directors, executive officers, and certain other senior employees, and (ii) such persons’ family members (collectively, “Insiders”), prohibits, Insiders from buying or selling Company securities when in possession of material nonpublic information and during other blackout periods. Any sale or purchase of common stock by directors, executive officers, and all other senior leaders must be made during pre-established periods. Directors and executive officers must also receive preclearance prior to any participant (withoutsale or purchase from the Compliance Committee (as established under the Insider Trading Policy) or pursuant to a pre-approved and pre-established Rule 10b5-1 Plan.
Hedging and Pledging Policies
Pursuant to our Corporate Governance Guidelines, directors and executive officers are specifically prohibited from holding any Company stock in a margin account or engaging in any transaction that would have the effect of hedging the economic risk of ownership of their Company stock. Furthermore, directors and executive officers may not pledge Company stock as collateral for a loan or for any other purpose without the prior express written consent of the participant) duringGeneral Counsel of the two year period following a changeCompany. Finally, any pledging of or trading in control or during the pendency of a “potential change in control” (as such termCompany stock by directors and executive officers is defined in the Severance Plan).
As of December 31, 2017, Messrs. Bradshaw, Stavley and White would have received (a) $4,462,500, $875,000, and $875,000, respectively, in a “cash payment” (as such term is defined in the Severance Plan), (b) $360,467, $74,994, and $74,994, respectively, in previously earned but not paid bonus awards (including the interest paid on the deferred portion of this cash bonus compensation at the Company’s borrowing rate of LIBOR plus 225 bps or approximately 3.6% per annum through the date of payment); and (c) $1,547,506, $499,094, and $499,094, respectively, in stock awards. As of December 31, 2017, Messrs. Bradshaw, Stavley and White would have received the amountsubject to additional restrictions set forth above under clauses (b) and (c), in each case, upon their respective death, disability, qualified retirement, termination without "cause" or "change in control" of the Company.our Insider Trading Policy.
The bonus award amounts represent the total of all remaining annual installments of deferred bonus payments that were unpaid as of December 31, 2017. Of these amounts, $183,223, $47,222, and $47,222, respectively, were paid to Messrs. Bradshaw, Stavley and White in February 2018.Tax Consideration for Pay
The stock award amounts reflect the value for unvested shares based on the closing price of the Common Stock as of December 29, 2017 (the last trading day of the year), which was $10.75.
Other Compensation Plans and Arrangements
Management Incentive Plan
The Company previously adopted the Era Group Inc. Management Incentive Plan (the “MIP”) in order to award annual bonus compensation intended to comply with the requirements of Section 162(m) of the Code. Generally, Section 162(m) denies a deduction to publicly held corporations forInternal Revenue Code generally limits the tax deductibility of compensation paid to certain executivethe Chief Executive Officer and other covered officers in excess ofto $1 million per executive perin any taxable year. When the MIP was adopted, the Company intendedThus, while an exception exists for compensation paid under the MIP to qualify for the exemption from Section 162(m)’s deduction limit for “performance-based compensation.” The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for tax years beginning after December 31, 2017, such that compensation paid to our “covered employees” under Section 162(m) in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. Because2017, we generally will not be able to take a deduction for any compensation paid to our NEOs in excess of ambiguities$1 million. While the Committee considers this limitation on tax deductibility, its decisions regarding executive compensation are determined based on the philosophy and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m)factors described in fact will satisfy such requirements.this CD&A.
| | | | | | | | |
| Bristow Group Inc. | 55 | 2022 Proxy Statement |
| | | | | | | | |
| COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION | | |
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company adoptedCompensation Committee has reviewed and discussed the MIP because it believes that the MIP promotes its financial interests, including growth, by (i) attractingabove Compensation Discussion and retaining officersAnalysis with management. Based on such review and key executives of outstanding competence; (ii) motivating officers and key executives by means of performance-related incentives; and (iii) providing competitive incentive compensation opportunities.
The MIP is administered bydiscussions, the Compensation Committee which hasrecommended to our Board of Directors that the powerCompensation Discussion and Analysis be included in this Proxy Statement for the 2022 Annual Meeting of Stockholders and incorporated by reference into the Form 10-K ended March 31, 2022.
Respectfully submitted,
The Compensation Committee
Wesley E. Kern, Chair
Lorin L. Brass
General Maryanne Miller, Ret.
Christopher A. Pucillo
The foregoing report shall not be deemed incorporated by reference by any general statement or reference to select employees to participate in the MIP, determine the size of awardsthis Proxy Statement into any filing under the MIP and make all necessary determinationsSecurities Act of 1933, as amended (the “Securities Act”), or under the MIP.
Unless otherwise determined byExchange Act, except to the Board or the Compensation Committee, the annual performance period will begin on January 1 of each calendar year and end on December 31 ofextent that calendar year.
Performance goals under the MIP have historically included safety metrics and the earnings before interest, taxes, depreciation, amortization and non-cash items of the Company or any business or division thereof.specifically incorporates this information by reference therein, and shall not otherwise be deemed filed under those Acts.
Taking into account the amendments to Section 162(m) described above, for 2018 and beyond, the Compensation Committee may decide to revise certain provisions of the MIP or award annual bonuses under a program that is different from the MIP, if it decides that it is in the Company’s best interests to do so.Savings Plan | | | | | | | | |
| Bristow Group Inc. | 56 | 2022 Proxy Statement |
The Company provides a defined contribution plan (the “Savings Plan”) for its eligible U.S.-based employees. The Savings Plan provides for qualified, non-elective Company contributions in an amount equal to 3% of each employee’s eligible pay plus an amount equal to 100% of an employee’s first 3% of wages invested in the Savings Plan (with Company contributions limited by maximum eligible compensation thresholds as per IRS regulations) and immediate and full vesting in the Company’s contributions.
| | | | | | | | |
| DIRECTOR AND EXECUTIVE OFFICER COMPENSATION | | |
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
Summary Compensation Table
The following table sets forthprovides information about the compensation informationof each of our Named Executive Officers for the Company’s named executive officers with respect to the fiscal years ended March 31, 2022 and March 31, 2021, the stub period for the three months ended March 31, 2020 (indicated as “SP”), and the calendar year ended December 31, 2017 and 2016.2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name & Principal Position | Fiscal
Year | Salary
($) | Bonus
($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total
($) | |
| | | | | | | | | | |
Christopher S. Bradshaw President and Chief Executive Officer | 2022 | 720,000 | — | 2,660,921 | — | 1,015,875 | — | | 19,011 | 4,415,807 | |
| 2021 | 720,000 | — | | 644,164 | 915,830 | | 829,586 | — | | 20,244 | 3,129,824 | |
| SP | 695,000 | — | | 845,796 | — | | 221,532 | — | | 17,100 | 1,779,428 | |
| 2019 | 695,000 | — | 1,216,250 | — | 1,838,970 | — | | 16,800 | 3,767,020 | |
David F. Stepanek(5) Executive VP, Sales and Chief Transformation Officer | 2022 | 400,000 | — | 844,744 | — | 302,600 | — | | 18,661 | 1,566,005 | |
| 2021 | 400,000 | 260,000 | 128,836 | 183,170 | 225,159 | — | | 57,232 | 1,254,397 | |
| SP | 320,000 | 144,000 | 487,645 | — | | 51,000 | — | | 3,200 | 1,005,845 | |
Alan Corbett(6) Sr. VP, Europe, Africa, Middle East, Asia and Australia and Search and Rescue | 2022 | 397,481 | — | 665,716 | — | 297,159 | — | 50,357 | 1,410,713 | |
| 2021 | 397,481 | 300,000 | 32,211 | 45,795 | 213,975 | — | 43,000 | 1,032,462 | |
Crystal L. Gordon Sr. VP, General Counsel, Head of Government Affairs, and Corporate Secretary | 2022 | 400,000 | — | | 633,556 | — | 375,090 | — | | 14,901 | 1,423,547 | |
| 2021 | 380,000 | — | | 90,186 | 128,220 | 299,338 | — | | 37,788 | 935,532 | |
| SP | 375,000 | — | | 325,978 | — | | 79,688 | — | | 9,488 | 790,154 | |
| 2019 | 375,000 | 200,000 | 692,756 | — | | 664,125 | — | | 66,519 | 1,998,400 | |
Jennifer D. Whalen Sr. VP, Chief Financial Officer | 2022 | 400,000 | — | | 633,556 | — | 276,188 | — | | 23,804 | 1,333,548 | |
| 2021 | 380,000 | — | | 286,308 | 169,872 | | 203,177 | — | | 12,508 | 1,051,865 | |
| SP | 310,000 | — | | 226,349 | — | | 49,407 | — | | 17,100 | 602,856 | |
| 2019 | 310,000 | — | | 325,500 | — | | 415,013 | — | | 16,800 | 1,067,313 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year | | Salary | | Bonus(1) | | Stock Awards(2) | | Option Awards(2) | | All Other Compensation(3) | | Total |
| Christopher Bradshaw | | 2017 | | $ | 595,000 |
| | $ | 703,112 |
| | $ | 892,510 |
| | $ | — |
| | $ | 18,000 |
| | $ | 2,208,622 |
|
| President, Chief Executive Officer and Director | | 2016 | | 472,500 |
| | 396,113 |
| | 975,604 |
| | — |
| | 15,900 |
| | 1,860,117 |
|
| Stuart Stavley | | 2017 | | 250,000 |
| | 144,431 |
| | 262,505 |
| | — |
| | 18,000 |
| | 674,936 |
|
| Senior Vice President, Operations and Fleet Management | | 2016 | | 225,000 |
| | 86,109 |
| | 362,178 |
| | — |
| | 15,900 |
| | 689,187 |
|
| Paul White | | 2017 | | 250,000 |
| | 144,431 |
| | 262,505 |
| | — |
| | 18,000 |
| | 674,936 |
|
| Senior Vice President, Commercial | | 2016 | | 225,000 |
| | 86,109 |
| | 362,178 |
| | — |
| | 9,919 |
| | 683,206 |
|
Shefali Shah(4) | | 2017 | | 317,235 |
| | — |
| | 351,750 |
| | — |
| | 18,000 |
| | 686,985 |
|
| Former Senior Vice President, General Counsel and Corporate Secretary | | 2016 | | 301,500 |
| | 168,505 |
| | 520,499 |
| | — |
| | 15,900 |
| | 1,006,404 |
|
______________________
| | | | | | | | |
(1)Bristow Group Inc. | Represents amounts earned in respect of the Company’s annual bonus program. In general, sixty percent (60%) of the bonus is paid at the time of the award and the remaining forty percent (40%) is paid in two equal annual installments approximately one and two years after the date of the grant. Any outstanding balance is generally payable upon the death, disability, qualified retirement or termination without "cause" of the employee and is payable under the Senior Executive Severance Plan upon the termination of employment in connection with a "change-in-control," however, the outstanding balance is generally forfeited if the employee is terminated with "cause" or resigns without "good reason." Interest is paid on the deferred portion of the bonus at the Company’s borrowing rate at the time of payment, currently LIBOR plus 225 bps or approximately 3.6% per annum, and during the year ended December 31, 2017 the interest that would have accrued at the Company’s current borrowing rate on previously approved bonus amounts that have been deferred totaled $9,664, $2,583, and $2,583, for Messrs. Bradshaw, Stavley and White, respectively.57 | 2022 Proxy Statement |
| | | | | | | | |
(2)DIRECTOR AND EXECUTIVE OFFICER COMPENSATION | The dollar amount of restricted stock and stock options set forth in these columns reflects the aggregate grant date fair value of restricted stock and option awards made during 2017 and 2016, respectively, in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Notes | 1 and 10 of the Notes to Consolidated Financial Statements included in Item 8 of the Company's Annual Report on Form 10-K filed with the SEC on March 8, 2018. The amounts shown for the fiscal year ended December 31, 2016 for each of Messrs. Bradshaw, Stavley and White and Ms. Shah include $320,083, $69,365, $69,365 and $128,404, respectively, representing the value on the date of grant of 30,225, 6,550, 6,550 and 12,125 shares of restricted stock, respectively, awarded to such executive in recognition of he or she voluntarily reducing his or her base salary during 2016 and the incremental reductions to 2016 annual cash bonus awards approved by the Compensation Committee. |
| |
(3) | This column includes contributions to match the pre-tax effective deferral contributions (included under Salary made by the Company under the qualified 401(k) savings plan). |
| |
(4) | Ms. Shah served as Senior Vice President, General Counsel and Corporate Secretary for the year ended December 31, 2016 and part of 2017. On December 7, 2017, the Company announced the resignation of Ms. Shah as Senior Vice President, General Counsel and Corporate Secretary effective December 11, 2017. |
Outstanding Equity Awards at Fiscal Year-end (2017)
(1)The following table sets forth certain information with respect to outstanding equity awards at December 31, 2017, held byamount shown is the Named Executive Officers.
|
| | | | | | | | | | | | | | | | | | | | | | |
| | | Option Awards | | Stock Awards | |
| Name | | Number of Securities Underlying Unexercised Options (Exercisable) | | Number of Securities Underlying Unexercised Options (Unexercisable) | | Option Exercise Price | | Option Expiration Date | | Number of Shares or Units of Stock that Have Not Vested | | Market Value of Shares or Units that Have Not Vested |
Christopher Bradshaw President, Chief Executive Officer and Director | | 40,000 |
| | — |
| | | $ | 20.48 |
| | 3/19/2023 | | 26,208 |
| (1) | | $ | 281,736 |
| (2) |
| | | 45,000 |
| | 15,000 |
| (1) | | 21.26 |
| | 3/19/2025 | | 41,267 |
| (3) | | 443,620 |
| (2) |
| | | | | | | | | | | | 76,479 |
| (4) | | 822,149 |
| (2) |
Stuart Stavley Senior Vice President, Operations & Fleet Management | | 15,000 |
| | — |
| | | 20.48 |
| | 3/19/2023 | | 5,500 |
| (1) | | 59,125 |
| (2) |
| | | | | | | | | | | | 18,433 |
| (3) | | 198,155 |
| (2) |
| | | | | | | | | | | | 22,494 |
| (4) | | 241,811 |
| (2) |
Paul White Senior Vice President, Commercial | | 15,000 |
| | — |
| | | 20.48 |
| | 3/19/2023 | | 5,500 |
| (1) | | 59,125 |
| (2) |
| | | | | | | | | | | | 18,443 |
| (3) | | 198,262 |
| (2) |
| | | | | | | | | | | | 22,494 |
| (4) | | 241,811 |
| (2) |
Shefali Shah(5) Former Senior Vice President, General Counsel and Corporate Secretary | | 18,750 |
| | — |
| | | 29.24 |
| | 3/19/2024 | | | | |
|
| |
______________________ | |
(1) | Shares or options vested on March 19, 2018. |
| |
(2) | These amounts equal the applicable number of shares of restricted stock multiplied by the closing price of the Company’s Common Stock on December 29, 2017 (the last trading day of the year), which was $10.75. |
| |
(3) | These shares or options vest in equal portions on March 14, 2018 and 2019, assuming continued employment with the Company. |
| |
(4) | These shares vest in equal portions on March 10, 2018, 2019 and 2020, assuming continued employment with the Company. |
| |
(5) | Ms. Shah served as Senior Vice President, General Counsel and Corporate Secretary until her resignation effective December 11, 2017. |
RELATED PERSON TRANSACTIONS
Related Person Transactions Policy
The Company established a written policy for the review and approval or ratification of transactions with related persons (the “Related Person Transactions Policy”) to assist the Company in reviewing transactions in excess of $120,000 (“Transactions”) involving the Company and its subsidiaries and Related Persons (as defined below). Examples include, among other things, sales, purchases or transfers of real or personal property, use of property or equipment by lease or otherwise, services received or furnished, borrowing or lending (including guarantees), employment by the Company of an immediate family member of a Related Person or a change in the material terms or conditions of employment of such an individual and charitable contributionsaggregate grant date fair value computed in accordance with the Company’sapplicable guidance. A discussion of the policies related thereto.
The Related Person Transactions Policy supplementsused in the Company’s other conflictcalculation of interest policiesgrant date fair values is set forth in its Corporate Governance Guidelines, its Company’s Code of Conduct and Business and Ethics and its other internal procedures. A summary description of the Related Person Transactions Policy is set forth below.
For purposes of the Related Person Transactions Policy, a Related Person includes the Company’s directors, director nominees and executive officers since the beginning of the Company’s last fiscal year, beneficial owners of 5% or more of any class of the Company’s voting securities and members of each of their respective Immediate Families (as defined in the Related Person Transactions Policy).
The Related Person Transactions Policy provides that Transactions must be approved or ratified by the Board. The Board delegatesNote 12 to the Audit Committee the review and, when appropriate, the approval or ratificationconsolidated financial statements of Transactions. Upon the presentation of a proposed Transaction, the Related Person will be excused from participation and voting on the matter. In approving, ratifying or rejecting a Transaction, the Audit Committee will consider such information as it deems important to conclude if the transaction is fair and reasonable to the Company.
Whether a Related Person’s interest in a Transaction is material will depend on all facts and circumstances, including whether a reasonable investor would consider the Related Person’s interest in the Transaction important, together with all other available information, in deciding whether to buy, sell or hold the Company’s securities. In administering this Related Person Transaction Policy, the Board or the relevant committee will be entitled (but not required) to rely upon such determinations of materiality by the Company’s management.
The following factors will be taken into consideration in determining whether to approve or ratify a Transaction with a Related Person:
the Related Person’s relationship to the Company and their interest in the Transaction;
the material facts of the Transaction, including the proposed aggregate value of such Transaction;
the materiality of the Transaction to the Related Person and the Company, including the dollar value of the Transaction, without regard to profit or loss;
the business purpose for and reasonableness of the Transaction, taken in the context of the alternatives available to the Company for attaining the purposes of the Transaction;
whether the Transaction is comparable to an arrangement that could be available on an arms-length basis and is on terms that are generally available;
whether the Transaction is in the ordinary course of the Company’s business and was proposed and considered in the ordinary course of business; and
the effect of the transaction on the Company’s business and operations, including on its internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.
The following arrangements will not generally give rise to transactions with a Related Person for purposes of the Related Person Transactions Policy given their nature, size and/or degree of significance to the Company:
use of property, equipment or other assets owned or provided by the Company, including helicopters, vehicles, housing and computer or telephonic equipment, by a Related Person primarily for the Company’s business purposes where the value of any personal use during the course of a year is less than $10,000;
reimbursement of business expenses incurred by a director or executive officer in the performance of his or her duties and approved for reimbursement by the Company in accordance with the Company’s customary policies and practices;
compensation arrangements for non-employee directors for their services as such that have been approved by the Board or a committee thereof;
compensation arrangements, including base pay and bonuses (whether in the form of cash or equity awards), for employees or consultants (other than a director or nominee for election as a director) for their services as such that have been approved by the Compensation Committee and employee benefits regularly provided under plans and programs generally available to employees; however, personal benefits from the use of Company-owned or provided assets (“Perquisites”), including but not limited to personal use of Company-owned or provided helicopters and housing, not used primarily for the Company’s business purposes may give rise to a transaction with a Related Person, as described above;
a transaction in which the Related Person’s interest derives solely from his or her service as a non-employee or non-executive director of another corporation or organization that is a party to the transaction;
a transaction in which the Related Person’s interest derives solely from his or her service as a director, trustee or officer (or similar position) of a not-for-profit organization or charity that receives donations from the Company, which donations are made pursuant to to the Company’s policies and approved by persons other than the Related Person;
a transaction where the rates or charges involved are determined by competitive bids or involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and
a transaction involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.
Certain Relationships and Related Transactions
Set forth below is a description of certain relationships and related person transactions between the Company or its subsidiaries and its directors, executive officers and holders of more than 5% of its voting securities during the fiscal year ended December 31, 2017.
Agreements between SEACOR and the Company Relating to the Spin-Off - Tax Matters Agreement
In connection with the spin-off of the Company by SEACOR (the “Spin-Off”), the Company entered into a number of agreements with SEACOR. Amongst these, the Tax Matters Agreement continues to govern the Company’s and SEACOR’s post-Spin-Off relationship.
Prior to the Spin-Off, the Company and SEACOR entered into the Tax Matters Agreement that governs the parties’ respective rights, responsibilities and obligations with respect to taxes, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and assistance and cooperation in respect of tax matters. In general, liabilities for taxes attributable to the Company and its subsidiaries allocable to a tax period (or portion thereof) ending on or before the distribution date were allocable to SEACOR (other than taxes of the Company’s foreign subsidiaries), and liabilities for taxes attributable to the Company and its subsidiaries allocable to a tax period (or portion thereof) beginning after the distribution date are allocable to the Company. Taxes relating to or arising out of the failure of certain of the transactions described in the private letter ruling request and the opinion of tax counsel to qualify as a tax-free transaction for U.S. federal income tax purposes will be borne by SEACOR, except, in general, if such failure is attributable to the Company’s action or inaction or SEACOR’s action or inaction, as the case may be, or any event (or series of events) involving the Company’s assets or stock or the assets or stock of SEACOR, as the case may be, in which case the resulting liability will be borne in full by the Company or SEACOR, respectively.
The Company’s obligations under the Tax Matters Agreement are not limited in amount or subject to any cap. Further, even if the Company is not responsible for tax liabilities of SEACOR and its subsidiaries under the Tax Matters Agreement, it nonetheless could be liable under applicable tax law for such liabilities if SEACOR were to fail to pay them. If the Company is required to pay any liabilities under the circumstances set forth in the Tax Matters Agreement or pursuant to applicable tax law, the amounts may be significant.
The Tax Matters Agreement also contains restrictions on the Company’s ability (and the ability of any member of its group) to take actions that could cause the Spin-Off to fail to qualify as a tax-free reorganization for U.S. federal income tax purposes, including entering into, approving or allowing any transaction that results in a sale or other disposition of a substantial portion of the Company’s assets or stock and the liquidation or dissolution of the Company and certain of its subsidiaries. These restrictions applied for the two-year period after the Spin-Off, unless SEACOR obtains a private letter ruling from the IRS or an unqualified opinion of a nationally recognized law firm that such action will not cause the Spin-Off or certain related transactions to fail to qualify as tax-free transactions for U.S. federal income tax purposes. Notwithstanding receipt of such ruling or opinion, in the event that such action causes the Spin-Off or certain related transactions to fail to qualify as a tax-free transaction for U.S. federal income tax purposes, the Company will continue to remain responsible for taxes arising therefrom.
This summary does not purport to be complete and may not contain all of the information about the Tax Matters Agreement that is important to you. This summary is subject to, and qualified in its entirety by reference to, the Tax Matters Agreement, which is included as an exhibit to the Company’sour Annual Report on Form 10-K filed with the SEC on May 31, 2022. The amounts shown may not correspond to the actual value that will be recognized by the NEO.
(2)For fiscal year 2022, represents amounts paid by the Company under the FY22 STIP based on the achievement of certain Company performance measures during the fiscal year. For additional information, please see “Compensation Discussion and Analysis — Short-Term Annual Incentive Program” above.
(3)Our NEOs do not participate in any defined benefit or pension plan through the Company and did not receive any above-market or preferential earnings on nonqualified deferred compensation during fiscal years 2020, 2021 and 2022.
(4)Includes for fiscal year 2022:
| | | | | | | | | | | | | | | | | |
| Mr. Bradshaw | Mr. Stepanek | Mr. Corbett | Ms. Gordon | Ms. Whalen |
| | | | | |
| Company 401(k) Contribution | $9,969 | | $12,628 | | — | | $8,904 | | $17,777 | |
| Company Paid Life and Disability Insurance | $9,042 | | $6,034 | | $671 | | $5,998 | | $6,026 | |
| | | | | |
U.K. Defined Contribution Scheme(a) | — | | — | | $49,685 | | — | | — | |
| | | | | |
| Total | $19,011 | | $18,662 | | $50,356 | | $14,902 | | $23,803 | |
a.Mr. Corbett participates in a defined contribution scheme in which the Company made contributions in the amount of £37,736 during fiscal year 2022. The USD amount of such contributions is based on an exchange ratio of 1 GBP to 1.32 USD, being the foreign exchange rate as of March 8, 2018.31, 2022.
(5)Mr. Stepanek was not an NEO prior to the stub period for the three months ended March 31, 2021 and, therefore, his compensation is not disclosed for the calendar year ended December 31, 2019.
(6)Mr. Corbett was not an NEO prior to fiscal year 2021 and, therefore, his compensation is not disclosed for any prior periods.
| | | | | | | | |
| Bristow Group Inc. | 58 | 2022 Proxy Statement |
| | | | | | | | |
| DIRECTOR AND EXECUTIVE OFFICER COMPENSATION | | |
Grants of Plan-Based Awards
The following table sets forth information concerning grants of awards to each of our Named Executive Officers under the long-term incentive program during fiscal year 2022:
Grants of Plan-Based Awards for Fiscal Year 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Grant Date | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards | Estimated Future Payouts Under
Equity Incentive Plan Awards | Exercise or
Base Price
of Option
Awards
($/Sh) | Grant Date Fair Value of Stock and Option Awards(1) ($) | |
Threshold
($) | Target
($) | Maximum
($) | Threshold
(#) | Target
(#) | Maximum
(#) | |
| | | | | | | | | | |
| Mr. Bradshaw | June 1, 2021(2) | 337,500 | | 1,080,000 | | 2,160,000 | | — | | — | | — | | — | | — | | |
| June 1, 2021(3) | — | | — | | — | | — | | 45,177 | | 45,177 | | — | | 1,259,987 | | |
| August 3, 2021(4) | — | | — | | — | | — | | 22,589 | | 22,589 | | — | | 597,479 | | |
| August 3, 2021(5) | — | | — | | — | | — | | 22,588 | | 22,588 | | — | | 803,455 | | |
| Mr. Stepanek | June 1, 2021(2) | 100,000 | | 320,000 | | 640,000 | | — | | — | | — | | — | | — | | |
| June 1, 2021(3) | — | | — | | — | | — | | 14,342 | | 14,342 | | — | | 399,998 | | |
| August 3, 2021(4) | — | | — | | — | | — | | 7,171 | | 7,171 | | — | | 189,673 | | |
| August 3, 2021(5) | — | | — | | — | | — | | 7,171 | | 7,171 | | — | | 255,072 | | |
| Mr. Corbett | June 1, 2021(2) | 98,202 | | 314,246 | | 628,493 | | — | | — | | — | | — | | — | | |
| June 1, 2021(3) | — | | — | | — | | — | | 11,303 | | 11,303 | | — | | 315,241 | | |
| August 3, 2021(4) | — | | — | | — | | — | | 5,651 | | 5,651 | | — | | 149,469 | | |
| August 3, 2021(5) | — | | — | | — | | — | | 5,651 | | 5,651 | | — | | 201,006 | | |
| Ms. Gordon | June 1, 2021(2) | 123,955 | | 396,658 | | 793,315 | | — | | — | | — | | — | | — | | |
| June 1, 2021(3) | — | | — | | — | | — | | 10,757 | | 10,757 | | — | | 300,013 | | |
| August 3, 2021(4) | — | | — | | — | | — | | 5,378 | | 5,378 | | — | | 142,248 | | |
| August 3, 2021(5) | — | | — | | — | | — | | 5,378 | | 5,378 | | — | | 191,295 | | |
| Ms. Whalen | June 1, 2021(2) | 93,750 | | 300,000 | | 600,000 | | — | | — | | — | | — | | — | | |
| June 1, 2021(3) | — | | — | | — | | — | | 10,757 | | 10,757 | | — | | 300,013 | | |
| August 3, 2021(4) | — | | — | | — | | — | | 5,378 | | 5,378 | | | 142,248 | | |
| August 3, 2021(5) | — | | — | | — | | — | | 5,378 | | 5,378 | | — | | 191,295 | | |
| | | | | | | | |
| Bristow Group Inc. | 59 | 2022 Proxy Statement |
| | | | | | | | |
| DIRECTOR AND EXECUTIVE OFFICER COMPENSATION | | |
(1)These amounts represent the grant date fair value of FY22 RSUs, FY22 RTSR PSUs and FY22 Cash ROIC PSUs granted to each NEO during fiscal year 2022 as computed in accordance with the applicable guidance. A discussion of the policies used in the calculation of grant date fair values is set forth in Note 12 to the consolidated financial statements of our Annual Report on Form 10-K filed with the SEC on May 31, 2022. The amounts shown may not correspond to the actual value that will be recognized by the NEO.
(2)Represents the amounts of annual cash incentive that may have become payable to each NEO for performance under the FY22 STIP at Threshold, Target and Stretch performance levels. Ms. Gordon’s annual cash incentive amounts under the FY22 STIP were prorated based on her base salary of $380,000 for the period from April 1, 2021 to May 31, 2021 and $400,000 for the period from June 1, 2021 to March 31, 2022.
(3)Restricted Stock Units granted on June 1, 2021 with a three-year ratable vesting.
(4)The FY22 Cash ROIC PSUs may be earned in one-third increments based on performance against a one-year Cash ROIC performance goal for each of fiscal years 2022, 2023 and 2024. The earned FY22 Cash ROIC PSUs cliff vest at the third anniversary of the grant date, subject to the NEO’s continued service through the vesting date.
(5)The FY22 RTSR PSUs cliff vest at the conclusion of the three-year performance period ending on the third anniversary of the grant date, subject to the NEO’s continued service through the vesting date, and are based on the RTSR attained during the performance period.
Employment Agreements
The Committee does not believe fixed-term executive employment contracts that guarantee minimum levels of compensation over multiple years enhance stockholder value. None of our Named Executive Officers has an employment agreement.
| | | | | | | | |
| Bristow Group Inc. | 60 | 2022 Proxy Statement |
| | | | | | | | |
| DIRECTOR AND EXECUTIVE OFFICER COMPENSATION | | |
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning unexercised stock options and unvested restricted stock of each of our Named Executive Officers:
Outstanding Equity Awards at Fiscal Year-End — March 31, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Grant
Date | | Option Awards | Stock Awards | |
| Number of Securities Underlying Unexercised Options Exercisable (#) | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | Option
Exercise
Price
($) | Option
Expiration
Date | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) | Equity Incentive
Plan Awards:
Number of Unearned
Shares, Units or
Other Rights That
Have Not Vested
(#) | Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not Vested
($) | |
| | | | | | | | | | | | | |
| Mr. Bradshaw | 3/19/13 | (1) | 13,333 | | — | | | 61.44 | | 3/19/23 | — | | — | | — | | — | | |
| 3/19/15 | (1) | 20,000 | | — | | | 63.78 | | 3/19/25 | — | | — | | — | | — | | |
| 3/9/20 | (2) | — | | — | | | — | | — | | 18,212 | | 675,301 | | — | | — | | |
| 6/17/20 | (1) | — | | 83,333 | | | 15.76 | | 6/12/30 | — | | — | | — | | — | | |
| 6/17/20 | (3) | — | | — | | | — | | — | | — | | — | | 55,558 | | 2,060,091 | | |
| 6/1/21 | (4) | — | | — | | | — | | — | | 45,177 | | 1,675,163 | | — | | — | | |
| 8/3/21 | (5) | — | | — | | | — | | — | | — | | — | | 22,589 | | 837,600 | | |
| 8/3/21 | (5) | — | | — | | | — | | — | | — | | — | | 22,588 | | 837,563 | | |
| Mr. Stepanek | 3/9/20 | (2) | — | | — | | | — | | — | | 5,031 | | 186,549 | | — | | — | | |
| 6/17/20 | (1) | — | | 16,667 | | | 15.76 | | 6/12/30 | — | | — | | — | | — | | |
| 6/17/20 | (3) | — | | — | | | — | | — | | — | | — | | 11,112 | | 412,033 | | |
| 6/1/21 | (4) | — | | — | | | — | | — | | 14,342 | | 531,801 | | — | | — | | |
| 8/3/21 | (5) | — | | — | | | — | | — | | — | | — | | 7,171 | | 265,901 | | |
| 8/3/21 | (5) | — | | — | | | — | | — | | — | | — | | 7,171 | | 265,901 | | |
| Mr. Corbett | 6/12/20 | (1) | — | | 4,167 | | | 15.76 | | 6/12/30 | — | | — | | — | | — | | |
| 6/17/20 | (3) | — | | — | | | — | | — | | — | | — | | 2,778 | | 103,008 | | |
| 6/1/21 | (4) | — | | — | | | — | | — | | 11,303 | | 419,115 | | — | | — | | |
| 8/3/21 | (5) | — | | — | | | — | | — | | — | | — | | 5,651 | | 209,539 | | |
| 8/3/21 | (5) | — | | — | | | — | | — | | — | | — | | 5,651 | | 209,539 | | |
| Ms. Gordon | 3/9/20 | (2) | — | | — | | | — | | — | | 7,019 | | 260,265 | | — | | — | | |
| 6/17/20 | (1) | — | | 11,667 | | | 15.76 | | 6/12/30 | — | | — | | — | | — | | |
| 6/17/20 | (3) | — | | — | | | — | | — | | — | | — | | 7,778 | | 288,408 | | |
| 6/1/21 | (4) | — | | — | | | — | | — | | 10,757 | | 398,870 | | — | | — | | |
| 8/3/21 | (5) | — | | — | | | — | | — | | — | | — | | 5,378 | | 199,416 | | |
| 8/3/21 | (5) | — | | — | | | — | | — | | — | | — | | 5,378 | | 199,416 | | |
| | | | | | | | |
| Bristow Group Inc. | 61 | 2022 Proxy Statement |
| | | | | | | | |
| DIRECTOR AND EXECUTIVE OFFICER COMPENSATION | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Grant
Date | | Option Awards | Stock Awards | |
| Number of Securities Underlying Unexercised Options Exercisable (#) | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | Option
Exercise
Price
($) | Option
Expiration
Date | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) | Equity Incentive
Plan Awards:
Number of Unearned
Shares, Units or
Other Rights That
Have Not Vested
(#) | Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not Vested
($) | |
| | | | | | | | | | | | | |
| Ms. Whalen | 3/9/20 | (2) | — | | — | | | — | | — | | 4,874 | | 180,728 | | — | | — | | |
| 6/17/20 | (1) | — | | 11,667 | | | 24.54 | | 6/12/30 | — | | — | | — | | — | | |
| 6/17/20 | (3) | — | | — | | | — | | — | | — | | — | | 7,778 | | 288,408 | | |
| 6/1/21 | (4) | — | | — | | | — | | — | | 10,757 | | 398,870 | | — | | — | | |
| 8/3/21 | (5) | — | | — | | | — | | — | | — | | — | | 5,378 | | 199,416 | | |
| 8/3/21 | (5) | — | | — | | | — | | — | | — | | — | | 5,378 | | 199,416 | | |
(1)Options granted on March 19, 2013 with a four-year ratable vesting. Options granted on March 19, 2015 with a three-year vesting schedule, comprised of 50% in the first year and 25% in each of the second and third years. Options granted on June 17, 2020 with a three-year cliff vesting become fully exercisable on June 12, 2023.
(2)Restricted Stock Units granted on March 9, 2020 with a three-year ratable vesting.
(3)FY21 PSUs granted on June 17, 2020 subject to a three-year performance period ending on June 12, 2023, where each one-third (1/3) of the FY21 PSUs may be earned subject to the achievement of a target volume weighted average price per share of our Common Stock over the 120-day period immediately preceding each of June 12, 2021, June 12, 2022, and June 12, 2023. All earned FY21 PSUs will vest on June 12, 2023, subject to the grantee’s continued employment.
(4)Restricted Stock Units granted on June 1, 2021 with a three-year ratable vesting.
(5)FY22 PSUs granted on August 3, 2021 reflecting 50% of the grant date target value split evenly between PSUs earned based on RTSR and Cash ROIC. The FY22 RTSR PSUs have a three-year cliff vest. The FY22 Cash ROIC PSUs are earned in annual one-third increments over a three-year period. The earned FY22 Cash ROIC PSUs cliff vest at the third anniversary of the grant date, subject to the NEO’s continued service through the vesting date.
| | | | | | | | |
| Bristow Group Inc. | 62 | 2022 Proxy Statement |
| | | | | | | | |
| DIRECTOR AND EXECUTIVE OFFICER COMPENSATION | | |
Option Exercises and Stock Vested
The following table sets forth information concerning exercises of stock options and vesting of restricted stock of each of our Named Executive Officers during fiscal year 2022:
Option Exercises and Stock Vested – Fiscal Year 2022
| | | | | | | | | | | | | | | | | |
Name | Option Awards | Stock Awards(1) |
Number of Shares
Acquired on Exercise
(#) | Value Realized
on Exercise
($) | Number of Shares
Acquired on Vesting
(#) | Value Realized
on Vesting
($) | |
| | | | | |
| Mr. Bradshaw | — | | — | | 11,227 | | 417,869 | | |
| Mr. Stepanek | — | | — | | 3,717 | | 138,347 | | |
| Mr. Corbett | — | | — | | — | | — | | |
| Ms. Gordon | — | | — | | 4,308 | | 160,344 | | |
| Ms. Whalen | — | | — | | 3,014 | | 112,181 | | |
(1)The value realized on vesting is determined by multiplying the number of shares vesting by the closing price of our common stock on the NYSE on the vesting date. Shares vested on various dates throughout the year. The value listed represents the aggregate value of all shares that vested for each NEO in fiscal year 2022. In each case, the number of shares acquired at vesting and the value realized at vesting reflect any reduction in vested shares or value realized associated with the withholding, sale or cancellation of shares to cover associated tax liability.
| | | | | | | | |
| Bristow Group Inc. | 63 | 2022 Proxy Statement |
| | | | | | | | |
| DIRECTOR AND EXECUTIVE OFFICER COMPENSATION | | |
Potential Payments upon Termination or in Connection with a Change in Control
Following the Merger, the Committee elected to terminate the Era Severance Plan. Each of our actively serving Named Executive Officers (other than Mr. Corbett) was covered by the protections set forth in the Era Severance Plan during fiscal year 2022, but such protections lapsed on June 11, 2022. The Era Severance Plan provided severance benefits to eligible employees, including the Named Executive Officers, designated by the Committee, whose employment is terminated by the Company without “cause” or by the participant for “good reason”, in either case, in connection with a “change in control” (as such terms are defined in the Era Severance Plan) (in either case, a “Qualifying Termination”). If Messrs. Bradshaw’s or Stepanek’s or Mses. Gordon’s or Whalen’s employment had been terminated by the Company during fiscal year 2022, he or she would have received the severance benefits described below in connection with a Qualifying Termination.
Mr. Corbett is covered by the Old Bristow Severance Plan. If Mr. Corbett’s employment had been terminated by an Old Bristow Qualifying Termination during fiscal year 2022 without connection to a change in control of the Company, he would have been entitled to cash severance in the form of continued base salary payments for 12 months post-termination, subsidized COBRA coverage for 18 months post-termination, outplacement services for 12 months post-termination and a pro-rata annual bonus for fiscal year 2022 based on actual performance.
The amounts set forth below are the amounts that Mr. Corbett would have been paid pursuant to an Old Bristow Qualifying Termination without connection to a change in control event on March 31, 2022.
| | | | | | | | | | | | | | | | | | | | |
| Salary Multiple(1) ($) | Bonus(2) ($) | Vesting of Equity Awards(3) ($) | Extended Health and other Benefits(4) ($) | Total
($) | |
| | | | | | |
| Mr. Corbett | 397,481 | | 297,159 | | 728,297 | | 10,697 | | 1,433,634 | | |
(1)Assumes the salary in effect on March 31, 2022. Mr. Corbett’s base salary in GBP is £301,886. The USD amounts of his cash compensation are based on an exchange rate of 1 GBP to 1.32 USD, being the foreign exchange rate as of March 31, 2022.
(2)Pursuant to the Old Bristow Severance Plan, Mr. Corbett will be eligible for a pro-rata annual bonus equal to actual performance for the fiscal year in which Mr. Corbett’s termination occurs multiplied by a fraction, the numerator of which is the number of days Mr. Corbett was employed during the fiscal year in which his termination of employment occurs and the denominator of which is 365.
(3)Assumes that the triggering event took place on March 31, 2022, the last business day of fiscal year 2022, and a price per share of $37.08, the closing market price of our common stock as of March 31, 2022, the final trading day of fiscal year 2022.
(4)Varies according to individual choice of medical plan. Accordingly, the amount shown assumes an employee choice which would result in the largest amount for which the Company would be responsible, including outplacement services.
Additionally, if any of Messrs. Bradshaw’s or Stepanek’s or Mses. Gordon’s or Whalen’s employment had been terminated by a Qualifying Termination during fiscal year 2022, he or she would have been entitled to (a) a lump sum cash payment equal to either (i) three times the sum of annual base salary and target annual bonus for Mr. Bradshaw or (ii) in the case of the other Named Executive Officers (other than Mr. Corbett), two times the sum of annual base salary and target annual bonus; (b) pro-rata target bonus for the year of termination; (c) a lump sum cash payment equal to COBRA premiums for 18 months; and (d) outplacement services not to exceed $25,000. If Mr. Corbett’s employment had been terminated by an Old Bristow Qualifying Termination during fiscal year 2022 within the two-year period following a Change in Control (as defined in the Old Bristow Severance Plan) of the Company, he would have been entitled to the same severance benefits described in the first paragraph of this section along with the following enhanced severance benefits: (i) the cash severance would consist of an amount equal to 1.5 times the sum of his (x) base salary and (y) target bonus for fiscal year 2022, payable in installments over an 18-month post‑termination period; and (ii) the pro-rata annual bonus would have been based on target (as opposed to actual) performance.
| | | | | | | | |
| Bristow Group Inc. | 64 | 2022 Proxy Statement |
| | | | | | | | |
| DIRECTOR AND EXECUTIVE OFFICER COMPENSATION | | |
The amounts set forth below are the amounts that our Named Executive Officers would have been paid if their employment had been terminated by a Qualifying Termination or an Old Bristow Qualifying Termination, as applicable, on March 31, 2022 in connection with a change in control event.
| | | | | | | | | | | | | | | | | | | | | | | |
| Salary Multiple(1) ($) | Annual Bonus Multiple(2) ($) | Vesting of Equity Awards(3) ($) | Extended Health Benefits(4) ($) | Tax Gross Up
($) | Total
($) | |
| | | | | | | |
| Mr. Bradshaw | 2,160,000 | | 4,320,000 | | 8,892,274 | | 79,404 | | N/A | 15,451,678 | | |
| Mr. Stepanek | 800,000 | | 960,000 | | 2,223,505 | | 85,991 | | N/A | 4,069,496 | | |
| Mr. Corbett | 596,222 | | 745,277 | | 728,297 | | 10,697 | | N/A | 2,080,493 | | |
| Ms. Gordon | 800,000 | | 1,200,000 | | 1,739,319 | | 85,991 | | N/A | 3,825,310 | | |
| Ms. Whalen | 800,000 | | 900,000 | | 1,557,347 | | 57,059 | | N/A | 3,314,406 | | |
(1)Salary multiple calculated using base salary as of April 1, 2022.
(2)Each officer’s target annual bonus multiple calculated using the target annual bonus for fiscal year 2022. In addition to the amount set forth above, each NEO will also be eligible for a pro-rata target bonus equal to the target bonus opportunity for the year in which the NEO’s termination of employment occurs multiplied by a fraction, the numerator of which is the number of days the officer was employed during the fiscal year in which the officer’s termination of employment occurs and the denominator of which is 365.
(3)Assumes that the triggering event took place on March 31, 2022, the last business day of fiscal year 2022, and a price per share of $37.08, the closing market price of our common stock as of March 31, 2022, the final trading day of fiscal year 2022.
(4)Varies according to individual choice of medical plan. Accordingly, the amount shown assumes an employee choice which would result in the largest amount for which the Company would be responsible, including outplacement services.
Any benefits payable pursuant to the above triggering events are payable in a cash lump sum not later than six months following the termination date.
Pay Ratio
Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is required to disclose in this Proxy Statement the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee of the Company (the “Pay Ratio Disclosure”).
Based on SEC rules for this Pay Ratio Disclosure and applying the methodology described below, the Company determined that our CEO’s total compensation for fiscal year 2022 was $4,415,807, and the total fiscal year 2022 compensation provided to the individual identified as the median employee of the Company and its consolidated subsidiaries was $86,682. Accordingly, the Company estimates the ratio of our CEO’s annual total compensation for fiscal year 2022 to the median annual total compensation of all other employees to be 51 to 1.
The Company identified our median employee as of March 31, 2022, without regard to the location or compensation arrangements of our employees, or whether such employees are full-time or part-time employees. We tabulated annual base salary, which is defined as the fixed portion of each employee’s compensation arrangements that is paid without regard to our financial or operational performance in a given fiscal year. We gathered the requisite information applying this compensation measure with respect to our employees using their annual base salary as of March 31, 2022. We annualized the compensation of all permanent employees who were hired in fiscal year 2022 but did not work for the Company for the entire fiscal year, but we did not annualize the compensation for any part-time or seasonal employee. We did not make any cost-of-living adjustments in identifying the median employee. We applied an exchange rate as of March 31, 2022 to convert all international currencies into U.S. dollars. We then identified the median employee using this methodology, which was consistently applied to all included employees on March 31, 2022.
| | | | | | | | |
| Bristow Group Inc. | 65 | 2022 Proxy Statement |
| | | | | | | | |
| DIRECTOR AND EXECUTIVE OFFICER COMPENSATION | | |
Once the median employee was identified as described above, the total annual compensation for fiscal year 2022 for that employee was determined using the same rules that apply to reporting NEO compensation in the “Total” column of the Summary Compensation Table. With respect to the annual total compensation of our CEO, we used the amount reported for fiscal year 2022 in the “Total” column of the Summary Compensation Table included in this Proxy Statement.
We believe the Pay Ratio Disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exclusions, exemptions, estimates and assumptions, the Pay Ratio Disclosure may not be comparable to the pay ratio disclosure reported by other companies.
Director Compensation
The following table sets forth information concerning the compensation for fiscal year 2022 of each of our directors other than Mr. Bradshaw, who is a Named Executive Officer:
Non-Employee Director Compensation – Fiscal Year 2022
| | | | | | | | | | | | | | | | | |
| Name | Fees Earned or Paid in Cash
($) | Stock Awards(1) ($) | All Other Compensation
($) | Total
($) | |
| | | | | |
| Lorin L. Brass | 90,000 | | 150,000 | | — | | 240,000 | | |
Charles Fabrikant(2) | 90,000 | | 150,000 | | — | | 240,000 | | |
| Wesley E. Kern | 107,500 | | 150,000 | | — | | 257,500 | | |
| Robert J. Manzo | 91,000 | | 150,000 | | — | | 241,000 | | |
| G. Mark Mickelson | 244,176 | | 150,000 | | — | | 394,176 | | |
Gen. Maryanne Miller, Ret.(3) | 72,533 | | 150,000 | | — | | 222,533 | | |
Christopher Pucillo(4) | 90,000 | | — | | — | | 90,000 | | |
| Brian D. Truelove | 106,500 | | 150,000 | | — | | 256,500 | | |
(1)The amounts in this column represent the fair value of restricted stock unit grants computed in accordance with the applicable guidance. A discussion of the policies used in the calculation of grant date fair values is set forth in Note 12 to the consolidated financial statements of our Annual Report on Form 10-K filed with the SEC on May 31, 2022. Each non-employee director is provided the opportunity each year to receive a restricted stock unit grant equal in target value to $150,000 at the time of grant.
(2)Mr. Fabrikant resigned from the Board effective June 10, 2022.
(3)Gen. Miller, Ret. received prorated fees with respect to her service as a member of the Board beginning on May 23, 2021 and as a member of the Compensation Committee beginning on August 3, 2021.
(4)Mr. Pucillo elected to not receive a restricted stock unit grant with respect to his service as a director.
The Committee reviews director compensation annually. Based on consultation with their independent compensation consultant and market data, the Committee recommends for approval by our Board the annual cash retainer, chair and membership fees, stock awards and other benefits for members of our Board. The Committee’s objective with respect to director compensation is to provide compensation incentives that attract and retain individuals of outstanding ability. Directors who are Company employees do not receive a retainer or fees for service on our Board or any committees.
In May 2022, the Board agreed to transition director compensation oversight to the ESG Committee.
| | | | | | | | |
| Bristow Group Inc. | 66 | 2022 Proxy Statement |
| | | | | | | | |
| DIRECTOR AND EXECUTIVE OFFICER COMPENSATION | | |
For fiscal year 2022, directors who were not employees received:
| | | | | | | | |
| Forms of Non-Employee Director Compensation | Amount
($) | |
| | |
| Annual Chairman of the Board Fee | 100,000 | | |
| Annual Cash Retainer | 80,000 | | |
| Annual Committee Chair Fees | | |
| Audit Committee | 22,500 | | |
| Compensation Committee | 17,500 | | |
| Environmental, Social, and Governance Committee | 11,000 | | |
| Annual Committee Member Fees | | |
| Audit Committee | 10,000 | | |
| Compensation Committee | 6,000 | | |
| Environmental, Social and Governance Committee | 4,000 | | |
Annual Equity Grant(1) | $150,000 target grant date value
per twelve months of service
as a member of the Board | |
(1)The annual equity grant covering the period from April 1, 2021 to July 31, 2022 had a target grant date value of $175,000. Such amount includes value for a stub period given a change in timing for equity grants to directors in fiscal year 2022.
Directors are also reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of our Board or committees and for other reasonable expenses related to the performance of their duties as directors.
On or prior to the five year anniversary of the later of the effective date of the Stock Ownership Guidelines (June 1, 2021) or the date an individual becomes a member of our Board, outside directors are expected to hold or have held Company stock, including unvested restricted stock or unvested restricted stock units, with a value equal to at least four times the annual cash retainer paid to outside directors. A director who does not meet the minimum holding requirements may not sell any shares of our Common Stock until he or she meets the holding requirement and would continue to meet the holding requirement following any such sale.
The Stock Ownership Guidelines effectively require that our outside directors in the coming years hold as a group approximately $1.9 million of Company stock, including unvested restricted stock or restricted stock units.
| | | | | | | | |
| Bristow Group Inc. | 67 | 2022 Proxy Statement |
| | | | | | | | |
| EQUITY COMPENSATION PLAN INFORMATION | | |
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information about our Common Stock that may be issued under existing equity compensation plans as of March 31, 2022.
| | | | | | | | | | | |
| Number of securities to be
issued upon exercise of outstanding
options, warrants and rights
(#) | Weighted-average exercise
price of outstanding options,
warrants and rights
($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(*) (#) |
| Plan category | (a) | (b) | (c) |
| | | |
| Equity compensation plans approved by security holders | 244,841 | 17.45 | 1,215,301 |
| Equity compensation plans not approved by security holders | — | — | — |
| Total | 244,841 | 17.45 | 1,215,301 |
(*)The securities remaining available for issuance may be issued in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, performance units and performance shares.
| | | | | | | | |
| Bristow Group Inc. | 68 | 2022 Proxy Statement |
PROPOSAL NO. 2
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Our Board recognizes the interest that the Company’s stockholders have in the compensation of the Company’s Named Executive Officers. In recognition of that interest and in accordance with Section 14A of the Exchange Act and related rules of the SEC, this proposal, commonly known as a “say on pay” proposal, provides the Company’s stockholders with the opportunity to cast an advisory vote on the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules, including the discussion of the Company’s Compensation Discussion and Analysis beginning on page 33 of this Proxy Statement and followed by the compensation tables beginning on page 57 of this Proxy Statement. This advisory vote is intended to give the Company’s stockholders an opportunity to provide an overall assessment of the compensation of the Company’s Named Executive Officers rather than focus on any specific item of compensation. As described in the Compensation Discussion and Analysis included in this Proxy Statement, the Company has adopted an executive compensation program that reflects the Company’s philosophy that executive compensation should be structured so as to align each executive’s interests with the interests of the Company’s stockholders.
As an advisory vote, the stockholders’ vote on this proposal is not binding on our Board or the Company and our Board could, if it concluded it was in the Company’s best interests to do so, choose not to follow or implement the outcome of the advisory vote. However, the Company expects that the Compensation Committee of our Board will review voting results on this proposal and give consideration to the outcome when making future executive compensation decisions for the Company’s Named Executive Officers.
Approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers requires the affirmative vote of holders of at least a majority of the votes cast at the Meeting in person or by proxy. All duly submitted and unrevoked proxies will be voted for the proposal, except where a contrary vote is indicated or authorization to vote is withheld.
Vote Required
The approval, on an advisory basis, of this proposal requires the affirmative vote of a majority of votes cast on this proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.
Recommendation
Our Board unanimously recommends that stockholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers by votingFOR the approval of the following resolution:
RESOLVED, that the compensation of the Company’s Named Executive Officers, as disclosed in the Company’s proxy statement relating to the 2022 Annual Meeting of Stockholders pursuant to the executive compensation disclosure rules promulgated by the SEC, is hereby approved.
| | | | | | | | |
| Bristow Group Inc. | 69 | 2022 Proxy Statement |
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF
THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AUDITORS
The Audit Committee of our Board recommends that stockholders ratifyhas selected the appointmentfirm of Ernst & YoungKPMG LLP (“Ernst & Young”KPMG”), as the Company’s independent auditors for fiscal year 2023. Our Board and the Audit Committee believe that the continued retention of KPMG as the Company’s independent auditor is in the best interests of the Company and its stockholders. Stockholder ratification of this selection is not required by law or by our Bylaws. Nevertheless, our Board has chosen to submit it to the stockholders for their ratification.
Engagement of Independent Auditors
The Audit Committee annually reviews KPMG’s independence and performance in determining whether to retain KPMG or engage another independent registered public accounting firm to auditas the accountsCompany’s independent auditors. The Audit Committee has received the written disclosures and the letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG its subsidiaries forindependence. Based on this review, the fiscal year ending December 31, 2018. The appointment of Ernst & Young was recommendedAudit Committee believes that KPMG is independent and well-qualified to serve as the Board by its Audit Committee.Company’s independent auditors.
Representatives of Ernst & Young willKPMG are expected to be present at the Meeting. They will have anMeeting with the opportunity to make a statement if they desire to do so and will be available to respond to stockholder questions afterappropriate questions.
Fee Information
Set forth below are the conclusionfees paid by the Company to KPMG for the fiscal years indicated.
| | | | | | | | | | | |
| 2022 ($) | 2021 ($) | |
| | | |
| Audit Fees | 5,069,445 | | 6,349,743 | | |
| Audit-Related Fees | 18,590 | | — | | |
| All Other Fees | — | | 13,436 | | |
| Tax Fees | 355,860 | | 324,156 | | |
Audit Fees. Audit fees include the aggregate fees for the audit of our annual consolidated financial statements and internal controls, and the reviews of each of the Meeting.quarterly consolidated financial statements included in our Quarterly Reports on Form 10-Q. These fees also include statutory and other audit work performed with respect to certain of our subsidiaries.
The affirmative voteAudit-Related Fees. Audit-related fees include accounting advisory services related to the accounting treatment of a majoritytransactions or events, including acquisitions, and to the adoption of new accounting standards, as well as additional procedures related to accounting records performed to comply with regulatory reporting requirements and to provide certain attest reports.
| | | | | | | | |
| Bristow Group Inc. | 70 | 2022 Proxy Statement |
All Other Fees. All other fees were for advisory services related to compliance with regulatory reporting requirements.
Tax Fees. Tax fees were for tax compliance services and assistance with federal and provincial tax-related matters for certain international entities.
Pre-Approval Policies and Procedures
All of the Common Stock represented in person orfees described above were approved by proxy at the MeetingAudit Committee. The Audit Committee is responsible for overseeing the audit fee negotiations associated with the retention of KPMG to perform the audit of our annual consolidated financial statements and voting oninternal controls. The Audit Committee has policies and procedures that require the matterpre-approval by the Audit Committee of all fees paid to, and all services performed by, our independent accounting firm. At the beginning of each fiscal year, the Audit Committee approves the proposed services, including the nature, type and scope of services contemplated and the related fees, to be rendered by KPMG during the year. In addition, Audit Committee pre-approval is required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees pre-approved by the Audit Committee. The Audit Committee has delegated this pre-approval authority to ratifyits Chair for all services requiring pre-approval between regularly scheduled Audit Committee meetings. Any services approved by the appointmentAudit Committee Chair pursuant to this delegated authority must be reported to the full Audit Committee at its next regularly scheduled meeting.
Pursuant to the Sarbanes-Oxley Act of Ernst & Young. If2002, the stockholders fail to ratifyfees and services provided as noted in the appointment of Ernst & Young as the Company’s independent registered public accounting firm, it is not anticipated that Ernst & Young will be replaced in 2018. Such lack of approval will, however, be consideredtable above were authorized and approved by the Audit Committee in selecting the Company’s independent registered public accounting firm for 2019.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG.
Independent Registered Public Accounting Firm Fee Information
Fees for professional services provided by Ernst & Young for the years ended December 31, 2017 and 2016, were as follows:
|
| | | | | | | | |
| Fees | | 2017 | | 2016 |
| Audit Fees | | $ | 1,787,832 |
| | $ | 1,553,401 |
|
| Audit-Related Fees | | — |
| | 3,400 |
|
| Tax Fees | | 15,129 |
| | 36,060 |
|
| All Other Fees | | 2,078 |
| | 2,160 |
|
| Total | | $ | 1,805,039 |
| | $ | 1,595,021 |
|
Audit Fees represent fees for professional services provided in connectioncompliance with the audit of the Company’s financial statements, review of the quarterly reports on Form 10-Q, and services provided in connection with statutory audits of the subsidiaries of the Company or regulatory filings, including SEC registration statements and reports. Audit-Related Fees represent fees for accounting consultations related to the performance of the audit. Tax Fees represent fees for services in connection with the preparation and filing of tax returns in jurisdictions outside the United States. All Other Fees represent fees for publications and subscription services.
The Audit Committee has determined that the provision of the services described above is compatible with maintaining the independence of Ernst & Young. All of the services described in the foregoing table were approved by the Audit Committee with respect to the years ended December 31, 2017 and 2016 in a manner consistent with the committee’spre-approval policies and pre-approval process.procedures described herein.
Pre-approval Policy for Services of Independent Registered Public Accounting FirmVote Required
The Audit Committee’s policy is to pre-approve all audit services, audit-related services, and other services provided by the independent registered public accounting firm. In accordance with that policy, the committee is expected to review and approve at least annually a list of specific services and categories of services, including audit, audit related, tax, and other permitted services, for the current or upcoming fiscal year, subject to specified terms and fees. Any service not included in the approved list of services or any modification to previously approved services must be specifically preapproved by the Audit Committee. Where proposed additions or modifications relate to services to be provided by the independent registered public accounting firm, the Audit Committee may delegate the responsibility of pre-approval to the Chair of the Audit Committee. To ensure prompt handling of unforeseeable or unexpected matters that arise between Audit Committee meetings, the Audit Committee has delegated authority to the Chair of the Audit Committee, to review and if appropriate approve in advance, any request by the independent registered public accounting firm to provide services. The Audit Committee then reviews and approves any such services at the next Audit Committee meeting.
PROPOSAL NO. 3
AMENDMENTS TO THE CERTIFICATE OF INCORPORATION OF THE COMPANY
The Board has approved, and recommends that stockholders approve, a proposal to amend the Certificate of Incorporation to (A) grant the power to adopt, amend or repeal the Bylaws to the Board and (B) reflect a change of the Company’s registered agent and address in Delaware (such amendments, the “Proposed COI Amendments”).
The Board has determined that it is in the best interests of the Company to amend the Certificate of Incorporation to expressly provide the Board with the non-exclusive right to amend the bylaws, which right was not included in the Company’s current Certificate of Incorporation as the result of scrivener’s error. In addition, the Board would like to change the registered address of the Company to reflect a change in the corporate agent of the Company.
Reasons for the Proposal
Grant of Authority to the Board to Amend the Bylaws
Delaware law provides that the power to adopt, amend and repeal the bylaws of a corporation shall be vested in its stockholders entitled to vote; provided that any corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. Additionally, under Delaware law, the business and affairs of a corporation must be managed by the corporation’s board of directors. The Board believes that with the grant of the authority to amend the Bylaws by the stockholders to the Board, the Board will have the flexibility to quickly implement changes to the Bylaws in response to business needs and opportunities without the delay and expense associated with holding a special meeting of stockholders to obtain further stockholder approval to amend or repeal the Bylaws. The limitation on the authority of the Board to amend the Bylaws is uncommon amongst our peers and is not in the best interests of the Company or its stockholders.
The grant of authority to the Board to amend the Bylaws could be construed as having an anti-takeover effect. The Board could, subject to its fiduciary duties and applicable law, amend the Bylaws for the purpose of resisting a third-party transaction that is favored by a majority of our stockholders, such as a hostile takeover bid, that would provide an above-market premium to stockholders. The Board could also, subject to its fiduciary duties and applicable law, amend the Bylaws to make it more difficult for our stockholders to remove incumbent management and directors from office, even if such changes would be favorable to our stockholders generally. However, the Proposed COI Amendments are not being offered for any of these purposes, nor are they part of a plan by the Board to recommend a series of similar amendments to our stockholders. Even with the Proposed COI Amendments, our stockholders will continue to have the right to amend the Bylaws and could repeal any such amendments adopted by the Board.
Change in Registered Address
The Company would also like to amend its Certificate of Incorporation to reflect a change in the registered agent and address of the Company in Delaware. Under Delaware law, such an amendment to the Certificate of Incorporation requires stockholder approval.
If the Proposed COI Amendments are approved, we will amend and restate the Certificate of Incorporation to incorporate such amendments, which Proposed COI Amendments will be effective upon the filing of the Certificate of Incorporation with the Secretary of State of the State of Delaware, as amended and restated.
The affirmative vote of at least a majority of the voting power of the Company’s outstanding shares of Common Stock entitled to vote is required to approve the Proposed COI Amendments. If the stockholders fail to approve the Proposed COI Amendments, the Company will not amend its Certificate of Incorporation.
This description of the Proposed COI Amendments is a summary, and is qualified by and subject to the full text of such Proposed COI Amendments, which are attached to this Proxy Statement as Annex A.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE PROPOSED COI AMENDMENTS
PROPOSAL NO. 4
AMENDMENT TO THE BYLAWS TO PROVIDE FOR
MAJORITY VOTING FOR THE ELECTION OF DIRECTORS
The Board has approved, and recommends that stockholders approve, a proposal to amend the Bylaws to provide for the resignation of directors who fail to receive a majority of votes cast at an annual meeting of the stockholders (assuming that the election is uncontested) (the “Proposed Majority Voting Amendment”).
Reasons for the Proposal
Under Delaware law, in the absence of another specification in the certificate of incorporation or bylaws of a corporation, directors shall be elected by a plurality of the votes ofOf the shares present in person or represented by proxy at a stockholder meeting and entitled to vote onat the electionMeeting (whether in person or by proxy), more votes must be cast in favor of directors. Under the Proposed Majority Voting Amendment, each director nominee who is a current director would be required to submit an irrevocable resignation, which resignation would become effective upon (1) that person not receiving a majority of thethan votes cast against the proposal to ratify and approve the selection of KPMG as the Company’s independent auditors for fiscal year 2023, in an uncontested election and (2) acceptance by the Board of that resignation in accordance with the policies and procedures adopted by the Boardorder for such purpose.this proposal to be adopted. The Board, acting on the recommendation of the Nominating and Corporate Governance Committee, would be required to determine whether or not to accept the resignation not later than 90 days following certification of the stockholder vote, and the Board would be required to accept the resignation absent a determination that a compelling reason exists for concluding that it ispersons named in the best interests ofaccompanying proxy card will vote FOR the Companyforegoing proposal unless otherwise directed therein. Abstentions and broker non-votes will have no effect on this proposal. If more votes are cast AGAINST this proposal than FOR, our Board will take such decision into consideration in selecting independent auditors for the person in question to remain as a director. The Proposed Majority Voting Amendment would benefitCompany.
Recommendation
Our Board unanimously recommends that stockholders by further enhancing the accountability of each director on the Board to our stockholders.
If the Proposed Majority Voting Amendment is approved, we will amend and restate the Bylaws to incorporate it, to be effective promptly following the Meeting. The provisions of the Proposed Majority Voting Amendment will apply for the next annual meeting of stockholders following the Meeting.
The affirmative vote of at least a majority of the voting power of the Company’s outstanding shares of Common Stock entitled to vote is required to approve the Majority Voting Amendment. If the stockholders fail to approve the Majority Voting Amendment, the Company will not include such amendment in its Bylaws.
This description of the Proposed Majority Voting Amendment is a summary, and is qualified by and subject to the full text of such Proposed Majority Voting Amendment, which is attached to this Proxy Statement as Annex B.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE PROPOSED MAJORITY VOTING AMENDMENT
PROPOSAL NO. 5
AMENDMENTS TO THE BYLAWS TO PROVIDE FOR REMOVAL OF DIRECTORS BY STOCKHOLDERS WITH OR WITHOUT CAUSE AND CHANGE THE COMPANY’S REGISTERED AGENT
The Board has approved, and recommends that stockholders approve, a proposal to amend the Bylaws to (A) clarify that directors can be removed by the stockholders with or without cause and (B) reflect a changeratification of the Company’s registered agent and address in Delaware (the “Proposed Bylaw Amendments”).
Reasons for the Proposal
Removalappointment of Directors By Stockholders With or Without Cause
The Company would like to amend its Bylaws to clarify that directors can be removed by stockholders with or without cause, which is consistent with stockholder rights under Delaware law. In accordance with Delaware law and the current Certificate of Incorporation (prior to the amendments proposed in Proposal No.3 of this Proxy Statement), an amendment to our Bylaws requires the approval of our stockholders.
Change in Registered Address
The Company would like to amend its Bylaws to reflect a change in the registered agent and address of the Company in Delaware. In accordance with Delaware law and the current Certificate of Incorporation (prior to any amendments proposed in this Proxy Statement), an amendment to our Bylaws requires the approval of our stockholders.
If the Proposed Bylaw Amendments are approved, we will amend and restate the Bylaws to incorporate them, to be effective promptly following the Meeting.
The affirmative vote of at least a majority of the voting power ofKPMG as the Company’s outstanding shares of Common Stock entitled to vote is required to approve the Proposed Bylaw Amendments. If the stockholders fail to approve the Proposed Bylaw Amendments, the Company will not include such amendments in its Bylaws.
This description of the Proposed Bylaw Amendments is a summary, and is qualified by and subject to the full text of such Proposed Bylaw Amendments, which are attached to this Proxy Statement as Annex C.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE PROPOSED BYLAW AMENDMENTSindependent auditors for fiscal year 2023.
| | | | | | | | |
| Bristow Group Inc. | 71 | 2022 Proxy Statement |
AUDIT COMMITTEE REPORT
In connectionThe Audit Committee’s principal functions are to select an independent auditor, to assist our Board in fulfilling its responsibility for oversight of the Company’s accounting and internal control over financial reporting and principal accounting policies, to recommend to our Board, based on its discussions with the Company’s management and independent auditor, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K, to oversee the entire independent audit function, and to oversee 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 Company believes that each of the three members of the Audit Committee satisfies the requirements of the applicable rules of the SEC and the NYSE as to independence, financial literacy and experience. Our Board has determined that at least one member, Brian D. Truelove, is an audit committee financial expert as defined by the SEC. Our Board has adopted a charter for the Audit Committee, a copy of which is available on the Company’s website at www.bristowgroup.com by clicking “Investors,” then “Governance” and then “Governance Documents”.
Management is responsible for the Company’s financial statements and internal control over financial reporting. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the PCAOB (United States) and issuing a report thereon. The independent auditors are also responsible for performing an independent audit of the year ended December 31, 2017, theCompany’s internal control over financial reporting.
The Audit Committee has:
reviewed and discussed with management and the independent auditors the audited financial statements with management;
for the fiscal year 2022 (the “Audited Financial Statements”), management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting. The Audit Committee has discussed with KPMG, the Company’s independent registered public accounting firm, Ernst & Young LLP,auditors, the matters required to be discussed by Auditing Standard No. 1301 Communications withapplicable requirements of the PCAOB and the SEC. In addition, the Audit Committees; and
Committee has received the written disclosures and the letter from Ernst & Young LLP asthe independent auditors required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding Ernst & Young LLP’sthe independent auditors’ communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP its independence.the independent auditors their independence from the Company and our management.
Based on the review and discussions with the Company’s management and the independent registered public accounting firm,auditor, as set forth above, the Audit Committee recommended to theour Board, and our Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended DecemberMarch 31, 2017, for filing2022, as filed with the SEC.
The foregoing report is respectfully submitted by the Audit Committee.Committee
Ann FairbanksBrian D. Truelove, Chair
Wesley E. Kern
Robert J. Manzo
Blaine Fogg
Christopher P. Papouras
The foregoing report shall not be deemed incorporated by reference by any general statement or reference to this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference therein, and shall not otherwise be deemed filed under those Acts.
| | | | | | | | |
| Bristow Group Inc. | 72 | 2022 Proxy Statement |
OTHER MATTERS
Other Actions at the Meeting
The Board does not intend to present any other matter at the Meeting. The Board has not been informed that any other person intends to present any other matter for action at the Meeting. If any other matters properly come before the Meeting, the persons named in the accompanying proxy intend to vote the proxies in accordance with their best judgment.
Review and Approval of Related Party Transactions ANNUAL REPORTConsistent with applicable regulatory requirements, our Related Party Transactions Policy requires disclosure, preapproval and tracking of any proposed arrangements that meet the criteria outlined below.
A copy“Related Party Transactions” are defined as any financial transaction, arrangement or relationship in which:
a.the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year;
b.the Company is a participant; and
c.any Related Person (as defined in the Related Party Transactions Policy) has or will have a direct or indirect material interest.
“Related Persons” are defined as any person who is, or was at any time since the beginning of the Company’s last fiscal year:
a.a director or a director nominee;
b.an executive officer of the Company or an employee of the Company subject to the provisions of Section 16 of the Exchange Act or an Immediate Family Member (as defined in the Related Party Transactions Policy) thereof; or
c.any person who, at the time of the occurrence or existence of the transaction at issue, is a beneficial owner of more than 5% of our Common Stock or an Immediate Family Member thereof.
If the Company’s Chief Compliance Officer concludes that a proposed transaction, arrangement or relationship is a Related Party Transaction, it must then be submitted to the Audit Committee, which will determine whether to authorize the proposed transaction, arrangement or relationship after considering factors and guidelines listed in the Related Party Transactions Policy.
No Related Party Transactions
There were no Related Party Transactions between the Company, including any of its subsidiaries, and any Related Person during fiscal year 2022.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Exchange Act, the Company’s directors, certain officers and any beneficial owner of 10% or more of our outstanding Common Stock (collectively, “Section 16 Persons”) are required to file, with the SEC, reports of ownership (Form 3) and changes of ownership (Form 4 and Form 5) of our Common Stock with the SEC. Copies of all such reports are required to be furnished to the Company. To our knowledge, based solely upon our review of the copies of such reports furnished to us for fiscal year 2022 and other information, all filing requirements for the Section 16 Persons have been complied with during or with respect to fiscal year 2022.
| | | | | | | | |
| Bristow Group Inc. | 73 | 2022 Proxy Statement |
Annual Report to Stockholders
The Company’s Annual Report for the fiscal year ended DecemberMarch 31, 2017, accompanies this Proxy Statement2022 has been furnished to all stockholders, primarily via the Internet and should be read in conjunction herewith.alternatively by mail if requested.
STOCKHOLDER PROPOSALS FOR 2019 ANNUAL MEETINGStockholder Proposals for 2023 Annual Meeting
Proposals that stockholders believe should be voted upon at the Company’s Annual Meeting of Stockholders of the Company may be eligible for inclusion in the Company’s Proxy Statement.proxy statement. Stockholder proposals for the 20192023 Annual Meeting of Stockholders must be received in accordance with the provisions of Rule 14a-8 under the Exchange Act by the Company on or before December 26, 2018,February 21, 2023, which is the 120th calendar day before the anniversary of the date of this Proxy Statement, to be eligible for inclusion in the proxy statement and proxy card relating to the 20192023 Annual Meeting of Stockholders pursuant to Rule 14a-8. If the date of the 2023 Annual Meeting of Stockholders has been changed by more than 30 days from the date of this year’s Meeting, then the deadline will be a reasonable time before the Company begins to print and send its proxy materials. Any such proposals should be sent via registered, certified or express mail to: Corporate Secretary, EraBristow Group Inc., 818 Town & Country Blvd.,3151 Briarpark Drive, Suite 200,700, Houston, Texas 77024.77042.
As a separate and distinct matter from proposals under Rule 14a-8, in accordance with Section 1.12 of theour Bylaws, of the Company, in order for business to be properly brought before the next annual meetingAnnual Meeting of Stockholders by a stockholder, such stockholder must deliver to the Company timely notice thereof. To be timely, a stockholder’s notice must be delivered or mailed to and received by the Corporate Secretary at the principal executive offices of the Company, not earlier than the close of business on the 120th day nor later than the close of business on the 90th day prior to the first anniversary date of the previous year’s annual meeting.Annual Meeting of Stockholders. Accordingly, for the 20192023 Annual Meeting of Stockholders, notice will have to be delivered or received by the Company nonot earlier than February 7, 2019,the close of business on April 4, 2023, or later than March 9, 2019.the close of business on May 4, 2023. If, however, the date of the annual meeting2023 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after such anniversary date, then, to be considered timely, notice by the stockholders must be received not earlier than the close of business on the 120th day nor later than the close of business on the 90th day prior to the date of such annual meetingAnnual Meeting of Stockholders or, if the first public announcement of the date of such annual meetingAnnual Meeting of Stockholders is less than 100 days prior to the date of such annual meeting,Annual Meeting of Stockholders, the 10th day following the day on which public announcement of the date of such meetingAnnual Meeting of Stockholders is first made by the Company. In no event shall the public announcement of an adjournment or postponement of an annual meetingAnnual Meeting of Stockholders commence a new time period (or extend any time
period) for the giving of a stockholder’s notice as described above. The notice must set forth the information required by the provisions of the Company’s amended and restated bylawsour Bylaws dealing with stockholder proposals and nominations of directors. Under current SEC rules, the Company is not required to include in its proxy statement any director nominated by a stockholder using this process. If the Company chooses not to include such a nominee, the stockholder will be required to distribute its own proxy materials in connection with its solicitation of proxies with respect to that nominee.
HOUSEHOLDINGDuplicate Mailings (Householding) of Proxy Materials
The SEC permits a single set of annual reports and proxy statements to be sent to any household at which two or more stockholders reside if they appear to be members of the same family. Each stockholder continues to receive a separate proxy card. This procedure, referred to as householding, reduces the volume of duplicate information stockholders receive and reduces mailing and printing expenses. A number of brokerage firms have instituted householding.
As a result, if a stockholder holdsyou hold your shares through a broker and residesyou reside at an address at which two or more stockholders reside, that stockholderyou will likely be receiving only one annual report and proxy statement unless any stockholder at that address has given the broker contrary instructions. However, if any such beneficial stockholder residing at such an address wishes to receive a separate annual report or proxy statement in the future, or if any such beneficial stockholder that elected to continue to receive separate annual reports or proxy statements wishes to receive a single annual report or proxy statement
| | | | | | | | |
| Bristow Group Inc. | 74 | 2022 Proxy Statement |
in the future, that stockholder should contact theirhis or her broker or send a request to Corporate Secretary, Bristow Group Inc., 3151 Briarpark Drive, Suite 700, Houston, Texas 77042, telephone number (713) 267-7600. Requests from beneficial owners of our shares must set forth a good faith representation that as of June 6, 2022, the Secretaryrequester was a beneficial owner of shares entitled to vote at the Company’s principal executive offices.Meeting. The Company will deliver, promptly upon such a written or oral request to the Corporate Secretary, a separate copy of the 2017 annual reportAnnual Report and this Proxy Statement to a stockholder at a shared address to which a single copy of the documents was delivered.
Important Voting Information |
| |
| For the Board of Directors,
|
| |
| Tomas Johnston
Acting General Counsel and Corporate Secretary
|
Voting of the Proxy
Shares represented by all properly executed proxies will be voted as directed in the proxies. If no direction is specified, such shares will be voted “FOR” the nominees and “FOR” the other proposals set forth above.
IMPORTANT VOTING INFORMATIONBroker Non-Votes
Your broker is not permitted to vote on your behalf on the election of directors and other matters that may be considered at the Meeting (except on (i) the ratification of the selectionappointment of Ernst & Young LLPKPMG as the Company’s independent auditors for 2018)the fiscal year ending March 31, 2023 and (ii) the adjournment or postponement of the Meeting), unless you provide specific instructions by completing and returning the Voting Instruction Form. For your vote to be counted, you now will need to communicate your voting decisions to your broker, bank or other financial institution before the date of the Meeting. You may not vote your shares electronically at the Meeting unless you receive a valid proxy from your brokerage firm, bank, broker dealer or other nominee holder. Please refer to the voter instruction cards used by your bank, broker or other nominee holder for specific instructions on methods of voting, including using the Internet or by telephone.
Your Participation in Voting the Shares You Own is Important
Voting your shares is important to ensure that you have a say in the governance of your company.the Company. Please review the proxy materials and follow the instructions on the proxy card or Voting Instruction Form to vote your shares. The Company hopesencourages you willto exercise your rights and fully participate as a stockholder in the Company’s future.
More Information is Available
If you have any questions about the proxy voting process, please contact the broker, bank or other financial institution whereif you hold your shares.shares in “street name.” The SEC also has a website (www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights as a stockholder. Additionally, you may contact the Company’s Investor Relations Department at Investor_Relations@eragroupinc.com.
ANNEX A
AMENDMENTS TO THE CERTIFICATE OF INCORPORATION OF THE COMPANY
The full text of the Proposed COI Amendments will read as follows:
Section 12.1. Bylaws. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the directors then in office. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation.
Section 2.1. Address. The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, Delaware 19808 in New Castle County. The name of its registered agent at such address is Corporation Services Company.
ANNEX B
AMENDMENT TO THE BYLAWS TO PROVIDE FOR MAJORITY VOTING FOR THE ELECTION OF DIRECTORS
The full text of the Proposed Majority Voting Amendment will read as follows:
Section 2.18 Resignation and Replacement of Unsuccessful Incumbent DirectorsInvestorRelations@bristowgroup.com.
| | |
|
| By Order of our Board of Directors, |
|
| Crystal L. Gordon |
| Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary |
(a) June 21, 2022
| | | | | | | | |
| Bristow Group Inc. | 75 | 2022 Proxy Statement |
APPENDIX A
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
EBITDA and Adjusted EBITDA are presented as supplemental measures of the Company’s operating performance. EBITDA is defined as earnings before interest expense, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted for special items that occurred during the reporting period and noted in the applicable reconciliation. Management believes that the use of EBITDA and Adjusted EBITDA is meaningful to investors because it provides information with respect to our ability to meet our future debt service, capital expenditures and working capital requirements, the financial performance of our assets without regard to financing methods, capital structure or historical cost basis. The GAAP measure most directly comparable to EBITDA and Adjusted EBITDA is net income. Since neither EBITDA nor Adjusted EBITDA is a recognized term under GAAP, they should not be used as an indicator of, or an alternative to, net income as a measure of operating performance. In addition, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for discretionary use, as they do not take into account certain cash requirements, such as debt service requirements. Because the definitions of EBITDA and Adjusted EBITDA (or similar measures) may vary among companies and industries, they may not be comparable to other similarly titled measures used by other companies.
ADJUSTED EBITDA
| | | | | | | | |
| Fiscal Year Ended
March 31, 2022
($) | |
| | |
| Net loss | (15,713) | | |
| Depreciation and amortization | 74,981 | | |
| Interest expense | 41,521 | | |
| Income tax expense | 11,294 | | |
| EBITDA | 112,083 | | |
Special items(1) | 40,369 | | |
| Adjusted EBITDA | 152,452 | | |
(1)Special items include:
| | | | | | | | |
| Fiscal Year Ended
March 31, 2022
($) | |
| | |
| Loss on impairment | 24,835 | | |
| Nonrecurring professional services fees | 6,866 | | |
| Restructuring costs | 3,098 | | |
| Merger and integration costs | 3,240 | | |
| PBH intangible amortization | 12,028 | | |
| Government grants | (612) | | |
| Early extinguishment of debt fees | 124 | | |
| Reorganization items, net | 621 | | |
| Loss on sale of subsidiaries | 2,002 | | |
| Bankruptcy-related settlement | (9,000) | | |
| Insurance-related proceeds, net | (2,833) | | |
| 40,369 | | |
| | | | | | | | |
| Bristow Group Inc. | A-1 | 2022 Proxy Statement |
PERFORMANCE-BASED STIP ADJUSTED EBITDA
| | | | | | | | |
| Fiscal Year Ended
March 31, 2022
($) | |
| | |
| Net loss | (15,713) | | |
| Income tax expense | 11,294 | | |
| Interest income | (161) | | |
| Interest expense | 41,521 | | |
| Early extinguishment of debt fees | 124 | | |
| Reorganization items, net | 621 | | |
| Loss on sale of subsidiaries | 2,002 | | |
| Other income, net | (38,505) | | |
| Operating income | 1,183 | | |
| Loss from unconsolidated affiliates, net | 1,738 | | |
| Gain on disposal of assets | (1,347) | | |
| Depreciation and amortization | 74,981 | | |
Special items(1) | 67,220 | | |
| Adjusted EBITDA | 143,775 | | |
(1)Special items include:
| | | | | | | | |
| Fiscal Year Ended
March 31, 2022
($) | |
| | |
| Loss on impairment | 29,541 | | |
| Nonrecurring professional services fees | 7,506 | | |
| Restructuring costs | 3,098 | | |
| Merger and integration costs | 3,240 | | |
| PBH intangible amortization | 12,028 | | |
| Insurance-related costs | 6,649 | | |
| Other | 5,158 | | |
| 67,220 | | |
| | | | | | | | |
| Bristow Group Inc. | A-2 | 2022 Proxy Statement |
CASH RETURN ON INVESTED CAPITAL
For purposes of the Company’s long-term incentive program for fiscal year 2022, Cash Return on Invested Capital (“Cash ROIC”) will be calculated as follows:
Cash ROIC = (Adjusted EBITDA - Maintenance CapEx(*) - Cash Taxes) / (Gross Debt + Financial Leases + Book Equity)
| | | | | | | | | | | |
| | FY2022 Actuals | |
| | | |
| Adjusted EBITDA per Calculation | | $ | 143,775 | | |
| | | |
| Maintenance CapEx | | (11,313) | | |
| | | |
| Cash Taxes | | (11,953) | | |
| | | |
| Cash Return | | 120,509 | | |
| | | |
| Average Invested Capital | | $ | 1,427,353 | | |
| | | |
| ROIC | | 8.4 | % | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
|
|
|
(*)Maintenance CapEx means capital expenditures that relate to the maintenance, repair or replacement of existing assets and capital expenditures that do not materially enhance the functionality of an asset. Examples include: replacement tooling; replacement vehicles; fixed-wing capital maintenance; IT system upgrades that do not significantly affect functionality, etc.
NET DEBT
Net Debt, which is a non-GAAP measure, defined as total principal balance on borrowings less unrestricted cash and cash equivalents. The GAAP measure most directly comparable to Net Debt is total debt. Since Net Debt is not a recognized term under GAAP, it should not be used as an indicator of, or an alternative to, total debt. Management uses net debt to determine the Company’s outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. Management believes this Section 2.18,metric is useful to investors in determining the following terms haveCompany’s leverage position since the following respective meanings:Company has the ability to, and may decide to, use a portion of its cash and cash equivalents to reduce debt.
(i) A “Majority | | | | | | | | | | | |
| Amount
($) | Rate | Maturity |
| | | |
| Cash | 266 | | |
| ABL ($85mm) | — | L+250 bps | Apr-23 |
| Senior Secured Notes | 400 | 6.875% | Mar-28 |
| Lombard Debt (BULL) | 80 | S+225 bps | Dec-23 |
| Lombard Debt (BALL) | 67 | S+225 bps | Jan-24 |
| Total Debt | 547 | | |
| Less: Unrestricted Cash | (264) | | |
| Net Debt | 283 | | |
| | | | | | | | |
| Bristow Group Inc. | A-3 | 2022 Proxy Statement |
ADJUSTED FREE CASH FLOW
Free Cash Flow represents the Company’s net cash provided by operating activities plus proceeds from disposition of Votes Cast” means thatproperty and equipment, less expenditures related to purchases of property and equipment. Adjusted Free Cash Flow is Free Cash Flow adjusted to exclude certain nonrecurring professional services fees, government grants related to the numberCompany’s fixed wing services, other costs paid in relation to the merger between Era Group Inc. and Bristow Group Inc. (prior to such merger, “Old Bristow”) which was completed in June 2020, and the implementation of votes “for” a director’s election must exceed fifty percent (50%)fresh-start accounting and the voluntary petitions filed by Old Bristow and certain of its subsidiaries on May 11, 2019, in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division seeking relief under Chapter 11 of Title 11 of the votes castU.S. Code. Management believes that Free Cash Flow and Adjusted Free Cash Flow are meaningful to investors because they provide information with respect to that director’s election. Votes “against”our ability to generate cash from the business. The GAAP measure most directly comparable to Free Cash Flow and Adjusted Free Cash Flow is net cash provided by operating activities. Since neither Free Cash Flow nor Adjusted Free Cash Flow is a director’s election will countrecognized term under GAAP, they should not be used as an indicator of, or an alternative to, net cash provided by operating activities. Investors should note numerous methods may exist for calculating a vote cast, but “abstentions”company's free cash flow. As a result, the method used by management to calculate Free Cash Flow and “broker non-votes” willAdjusted Free Cash Flow may differ from the methods used by other companies to calculate their free cash flow. As such, they may not count as a vote cast with respectbe comparable to that director’s election.
(ii) A “Contested Election” means an election of directors in respect of which, as of the last dateother similarly titled measures used by which stockholders may submit notice to nominate a person for election as a director pursuant to Section 1.12 of these Bylaws, the number of nominees for any election of directors exceeds the number of directors to be elected.
(b) Subject to the terms of any one or more classes or series of Preferred Stock, in order for any incumbent director to become a nominee of the Board of Directors for further service on the Board of Directors, such person must submit an irrevocable resignation, which resignation shall become effective upon (i) that person not receiving a Majority of Votes Cast in an election that is not a Contested Election (an “Unsuccessful Incumbent”), and (ii) acceptance by the Board of Directors of that resignation in accordance with the policies and procedures adopted by the Board of Directors for such purpose.
(c) The Board of Directors, acting on the recommendation of the Nominating and Corporate Governance Committee, shall no later than 90 days following certification of the shareholder vote, determine whether to accept the resignation of an Unsuccessful Incumbent. The Nominating and Corporate Governance Committee, in making its recommendation, and the Board of Directors, in acting on such recommendation, may consider any factors or other information that they determine to be appropriate and relevant. Absent a determination by the Board of Directors that a compelling reason exists for concluding that it is in the best interests of the Corporation for an Unsuccessful Incumbent to remain as a director, the Board of Directors shall accept that person’s resignation.
(d) If the Board of Directors determines to accept the resignation of an unsuccessful incumbent, the Nominating and Corporate Governance Committee shall promptly recommend a candidate to the Board of Directors to fill the office formerly held by the unsuccessful incumbent.
ANNEX C
AMENDMENTS TO THE BYLAWS TO PROVIDE FOR REMOVAL OF DIRECTORS BY STOCKHOLDERS WITH OR WITHOUT CAUSE AND CHANGE THE COMPANY’S REGISTERED AGENT
companies.
The full textfollowing table provides a reconciliation of net cash provided by operating activities, the Proposed Bylaw Amendments will read as follows:most directly comparable GAAP measure, to Free Cash Flow and Adjusted Free Cash Flow (in thousands).
Section 2.13 Removal of Directors. Subject to the terms of any one or more series or classes of Preferred Stock, any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the then outstanding voting stock, voting together as a single class.
Section 7.01. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at Corporation Services Company, 251 Little Falls Drive, Wilmington, Delaware 19808 in New Castle County.
| | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, 2021
($) | Three Months Ended
September 30, 2021
($) | Three Months Ended
December 31, 2021
($) | Three Months Ended
March 31, 2022
($) | Fiscal Year Ended
March 31, 2022
($) | |
| | | | | | |
| Net cash provided by operating activities | 36,441 | | 36,753 | | 45,083 | | 5,577 | | 123,854 | | |
| Plus: Proceeds from disposition of property and equipment | 10,621 | | 3,188 | | 740 | | — | | 14,549 | | |
| Less: Purchases of property and equipment | (2,968) | | (14,338) | | (5,920) | | (7,842) | | (31,068) | | |
| Free Cash Flow | 44,094 | | 25,603 | | 39,903 | | (2,265) | | 107,335 | | |
| Plus: Restructuring costs | 706 | | 178 | | 92 | | — | | 976 | | |
| Plus: Merger and integration costs | 1,853 | | 2,212 | | 8 | | 851 | | 4,924 | | |
| Plus: Reorganization items, net | — | | 244 | | 108 | | 29 | | 381 | | |
| Plus: Nonrecurring professional services fees | — | | — | | 1,764 | | 819 | | 2,583 | | |
| Less: Bankruptcy-related settlement | — | | (9,000) | | — | | — | | (9,000) | | |
| Less: Government grants | (343) | | (161) | | (61) | | — | | (565) | | |
| Adjusted Free Cash Flow | 46,310 | | 19,076 | | 41,814 | | (566) | | 106,634 | | |
| Net (proceeds from)/purchases of property and equipment (“Net Capex”) | (7,653) | | 11,150 | | 5,180 | | 7,842 | | 16,519 | | |
| Adjusted Free Cash Flow excluding Net Capex | 38,657 | | 30,226 | | 46,994 | | 7,276 | | 123,153 | | |
C-1 | | | | | | | | |
| Bristow Group Inc. | A-4 | 2022 Proxy Statement |
