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DEF 14A
BRISTOW GROUP INC filed this Form DEF 14A on 06/21/2018
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Response to FY2017 Say on Pay Results
At our 2017 Annual Meeting, 97.4% of our stockholders who cast a vote for or against the proposal approved the advisory resolution on the compensation of our named executive officers. We carefully consider the input from stockholders and review our programs to ensure that they continue to reflect best practices and continue to align the interests of our management with those of our stockholders. In addition, the Company routinely engages with investors to understand their issues and perspectives on the Company, including executive compensation practices. As noted previously, the Compensation Committee approved multiple changes to our programs during fiscal year 2018, partly in recognition of specific feedback from our stockholders. In light of the strong stockholder support at our 2017 Annual Meeting and the Compensation Committee’s view that our compensation program is properly aligned with stockholder interests and our long-term strategy, the Compensation Committee elected to not make any further structural changes to the program for fiscal year 2018 following the vote.
About Our Executive Compensation Program for Fiscal Year 2018 - Our Compensation Philosophy and Peer Groups
Our Compensation Philosophy
The Compensation Committee believes strongly in linking executive pay directly to our profitability objective in order to further align the interests of Company management with our stockholders. Approximately 78% of our NEO pay is contingent upon our financial and operational performance and growth in long-term stockholder value. Accordingly, if such performance is not achieved, the base salary for each of our NEOs can represent up to 100% of compensation in any given year when incentives do not pay out or long-term incentive awards either have not yet vested or have no value. However, the general mix of compensation for target-level performance in the annual incentive cash compensation plan, plus the expected value of long-term compensation grants in fiscal year 2018, used by the Compensation Committee for our CEO and our other NEOs was as follows with a degree of variation by individual executive (it is important to note that the actual and relative mix of pay received by each of our NEOs can vary significantly based on company financial performance, safety performance, stock price performance, company performance relative to STRIVE key performance indicators and the NEO’s individual performance):
Significant Majority of NEO Pay Variable and Long Term Incentive Based
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* CEO compensation targets with respect to Mr. Baliff for fiscal year 2018
Compensation Benchmarking
We are always competing for the best talent with our direct industry peers and with the broader market. Consequently, our Compensation Committee (with the assistance of its independent compensation advisers) 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 each year. Our Compensation Committee generally targets the 50th percentile for our executive pay packages, subject to adjustments

 
BRISTOW GROUP INC.2018 Proxy Statement – 31


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