COMPENSATION DISCUSSION AND ANALYSIS
This section of the proxy statement provides information regarding our executive compensation program for fiscal year 2018 for (i) our Chief Executive Officer and our Chief Financial Officer, (ii) each of our three most highly compensated executive officers, other than our Chief Executive Officer and our Chief Financial Officer, who were executive officers of the Company as of March 31, 2018 (our fiscal year end), and (iii) our former Senior Vice President and Chief Commercial Officer, who served in such position during a portion of fiscal year 2018 before departing the Company in June 2017, and our former Senior Vice President, Chief Legal and Support Officer and Corporate Secretary, who served in such position during a portion of fiscal year 2018 before departing the Company in June 2017. For fiscal year 2018, these individuals were our “Named Executive Officers” (or “NEOs”) and consisted of the following:
Our Named Executive Officers
Jonathan E. Baliff
President and Chief Executive Officer
L. Don Miller
Senior Vice President and Chief Financial Officer
Senior Vice President, Europe, Africa, Middle East, Asia (EAMEA)
Senior Vice President, Americas
Brian J. Allman
Vice President and Chief Accounting Officer
former Senior Vice President and Chief Commercial Officer
E. Chipman Earle(3)
former Senior Vice President, Chief Legal and Support Officer and Corporate Secretary
Mr. Corbett was promoted to Vice President, Europe, Africa, Middle East, Asia (EAMEA) as of June 8, 2017 and further promoted to Senior Vice President, Europe, Africa, Middle East, Asia (EAMEA) effective June 1, 2018.
Mr. Phillips was promoted to Vice President, Americas as of June 8, 2017 and further promoted to Senior Vice President, Americas effective June 1, 2018.
Messrs. Akiri and Earle departed the Company as executive officers on June 8, 2017 but provided transition support services through July 8, 2017.
This section of the proxy statement is divided into the following four subsections:
About Our Executive Compensation Program – Our Compensation Philosophy and Peer Groups;
How Compensation Is Delivered; and
Executive Compensation Program Governance.
You should read this section of the proxy statement in conjunction with the advisory vote that we are conducting on the compensation of our NEOs (see “Item 2 – Advisory Approval of Executive Compensation” on page 58 of this proxy statement), as it contains information that is relevant to your voting decision.
Key Compensation Decisions During Fiscal Year 2018
Base salaries for all of our NEOs remained frozen for each of fiscal year 2016, fiscal year 2017 and fiscal year 2018, except in extraordinary circumstances such as promotions or changes in job responsibilities where market data supported such a change.
Based on our performance relative to previously established strategic, financial and operational goals, our Compensation Committee chose to fund 140.5% of the overall targeted amount of annual incentive cash awards for fiscal year 2018.
Long-term performance cash awards for the performance period ended March 31, 2018 were paid out at 100% of target based upon median total shareholder return (TSR) performance relative to the companies in the Simmons Offshore Transportation Services Group.
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