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SEC Filings

BRISTOW GROUP INC filed this Form DEF 14A on 06/21/2018
Entire Document

Citizenship & Age
Current or Former Principal
Occupation, Position and Dates
Other Directorships
(Committees, if any, and Dates)
Board since 2016
Audit since 2016
Biggs C. Porter
Age: 64
Fluor Corporation (a public engineering, procurement, fabrication, construction and maintenance services company)
- Executive Vice President, Chief Financial Officer,
May 2012 – August 2017
Tenet Healthcare Corporation (a public, diversified healthcare services company)
- Chief Financial Officer, 2006 – 2012
Raytheon Company (a public, international provider of products and services to defense and government markets)
- Acting Chief Financial Officer, 2005 – 2006
- Vice President and Controller, 2003 – 2006
TXU Corporation (a public, international energy company)
- Senior Vice President and Corporate Controller, 2000 – 2003
Northrop Grumman Corporation (a public, international provider of products and services to defense and government markets)
- Sector Vice President - Business Management (CFO), Integrated Systems and Aerostructure Sector,
1998 – 2000
- Vice President - Business Management (CFO), Commercial Aircraft Division, 1997 – 1998
- Vice President - Finance, Commercial Aircraft Division, 1995 – 1997
- Vice President and Controller, Assistant Treasurer, Vought Aircraft Company, 1990 – 1995
- Corporate Manager of External Financial Reporting, The LTV Corporation, 1987 – 1990
Arthur Young & Company (an international accounting firm)
- Audit Principal, 1978 – 1987
Public Companies:
- Perspecta Inc.
(since May 2018)
Private Companies:
- Texas Health Resources (Trustee) (since 2014)
- Dallas Area Chapter of the American Red Cross
(Chairman) (2016 to June 2018)
(Vice Chairman) (2014 to 2016)
- Duke University Pratt School of Engineering (Board of Visitors) (since 2014)
- University of Texas at Austin McCombs School of Business (Advisory Board of Accounting Department) (since 2012)
Board Recommendation:  Our Board concluded that Mr. Porter should continue to serve on our Board, in light of our business and structure, for the reasons set forth below.
Key attributes, experience and skills:  Mr. Porter is an accountant by education with significant accounting and finance expertise. His experience as a certified public accountant and chief financial officer and controller in multiple public companies provides him with extensive knowledge of financial reporting, legal and audit compliance and risk management making him qualified to continue to serve as Chairman of our Audit Committee. His expertise in corporate governance has been recognized by his being honored as a NACD Governance Fellow. His aerospace, government contracting and energy sector background also benefits our Board’s decision making process and development of strategy.

Stephen A. King , a director and executive officer of Caledonia, has previously been designated by Caledonia for election to our Board pursuant to a Master Agreement dated December 12, 1996 among the Company, a predecessor in interest to Caledonia and certain other persons in connection with our acquisition of 49% and other substantial interests in Bristow Aviation. The Master Agreement provides that so long as Caledonia owns (1) at least 1,000,000 shares of common stock of the Company or (2) at least 49% of the total outstanding ordinary shares of Bristow Aviation, Caledonia will have the right to designate two persons for nomination to our Board and to replace any directors so nominated. According to its most recent Form 13F filed with the SEC on April 12, 2018, Caledonia was no longer the direct beneficial owner of any shares of our common stock as of March 31, 2018. Caledonia owns 46% of Bristow Aviation’s outstanding ordinary shares. Accordingly, Caledonia no longer has the right to designate directors pursuant to this agreement. Mr. King has been nominated for election to our Board to be voted on at the Annual Meeting.

BRISTOW GROUP INC.2018 Proxy Statement – 17