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DEF 14A
BRISTOW GROUP INC filed this Form DEF 14A on 06/21/2018
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As noted previously, in June 2017 we redesigned our executive compensation program in response to input received from stockholders in fiscal year 2017 to provide the following:
 
Strong Alignment with Stockholders (What We Do)
 
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Pay for Performance. We place a heavy emphasis on variable pay with approximately 78% of the value of NEO pay contingent upon a combination of financial and operational performance and growth in long-term stockholder value.
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Performance-Based Long-Term Incentives. NEO long-term incentive awards are contingent upon either absolute stock price appreciation (in the case of stock options) or upon the achievement of specific multi-year performance goals (EPS and relative TSR) in the case of performance cash.
 
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Stock Ownership Guidelines. We reinforce the alignment of stockholders and our executives and directors by requiring significant levels of stock ownership be met and subsequently maintained.
 
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Stockholder Engagement. We regularly engage with large stockholders to discuss matters of interest.
 
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Independent Oversight. The Compensation Committee is comprised of independent directors and engages the services of an independent compensation consultant and outside legal counsel.
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Comprehensive Risk Assessment. The Compensation Committee continually monitors compensation policies, programs and practices with their independent compensation consultant and outside counsel to ensure that they do not encourage excessive risk taking.
 
 
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Clawback Policy. We have a robust financial restatement clawback policy applicable to cash and equity incentives of our executive officers as described on page 42 of this proxy statement. Individuals deemed to have violated our Code also may lose a portion or all of their annual incentive award compensation as determined by the Compensation Committee on a case by case basis.
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Cap Annual Cash Incentive Awards and LTIP Awards. We cap annual cash incentive awards at a certain percentage of the executive’s base salary as well as LTIP awards as a total number of shares or cash, as applicable.
 
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Double Trigger Vesting. We require double trigger vesting for outstanding equity and performance cash in the event of a change of control.
 
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Severance Payments. We limit severance payments to officers outside of a change of control by limiting annual bonus payments to a pro rated amount of any outstanding bonus, and requiring forfeiture of any unvested restricted stock units, options and performance cash upon termination.
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Performance Based LTIP Awards. At least 50% of LTIP awards are performance based due to a 50% weighting for the performance cash portion of the Company’s LTIP.

 
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Reduce Stockholder Dilution. We limit the relative amount of restricted stock units and options awarded to LTIP participants and limit the settlement for most participants’ restricted stock units to an equivalent amount of cash rather than shares of common stock.
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Relative and Absolute LTIP Metrics. We use relative and absolute performance metrics to determine the payment of future performance cash awards under the Company’s LTIP.
Sound Governance Principles (What We Do Not Do)
Tax Gross-ups. No excise tax gross-ups.
Guaranteed Bonuses. No guaranteed annual or multi‑year bonuses.
Repricing Stock Options. Prohibition on repricing of stock option awards.
Perquisites. No significant compensation in the form of perquisites for NEOs.
Pledging or Hedging Company Stock. Prohibitions on the pledging (unless our General Counsel consents to the pledge) or hedging of Company stock.
Dividend Equivalents. No dividend equivalents are paid prior to vesting of performance awards (and never on unearned portion of awards).
Automatic Base Salary Increases. The base salaries of our NEOs are reviewed annually and were not increased for fiscal years 2016, 2017 and 2018 due to a freeze of base salaries of all of our management, including our NEOs (except in extraordinary circumstances such as significant changes in job responsibilities associated with a change in title where market data supported a change in salary).
Employment Agreements. The Compensation Committee discontinued entering into employment agreements with executive officers hired after June 2012.
Single-Trigger Change of Control Benefits. No longer provide for any single-trigger cash or equity payments upon a change of control.

 
BRISTOW GROUP INC.2018 Proxy Statement – 28


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