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DEF 14A
BRISTOW GROUP INC filed this Form DEF 14A on 06/21/2018
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Long Term Award Type
Weight (FY2018)
Key Characteristics
Stock Options
25%
Performance-based incentive that holds executives accountable for driving growth in stock price from date of grant and 10 year term supports a long-term view that extends well beyond the vesting period
Ø    Exercise price is equal to the closing stock price on the grant date.
Ø    Vest one-third per year and expire 10 years after the grant date.
Ø    Value, if any, realized by executive depends on time of exercise and stock
price at that time compared to exercise price.
Restricted Stock Units
25%
Provides a powerful retention incentive which also facilitates development of a meaningful long-term ownership stake
Ø    Cliff vest three years from date of grant.
Ø    Value of award is directly aligned with stock price.
Ø    For awards prior to fiscal year 2019, no restricted stock units held by NEOs will vest unless the Company has positive earnings before interest, taxes, depreciation, amortization and rent during any full fiscal quarter after the grant date.
Performance Cash
50%
Performance-based incentive that holds executives accountable for driving TSR performance in excess of that produced by our offshore transportation peers in the Simmons Group, avoiding negative TSR results and improving average adjusted diluted earnings per share.
Ø    Half of the amount of each performance cash award is based on the Company’s TSR compared to companies in the Simmons Group over three years beginning on the close of trading on March 31 immediately prior to the first fiscal year and ending on the close of trading on March 31 at the end of the third fiscal year.
Ø      Payout can vary from 0% to 200% of the target cash amount for the TSR component of the performance cash award.
Ø    In the event that the Company’s TSR over the three-year performance period is at least 20%, then the participants cannot receive less than the targeted amount of performance cash regardless of the ultimate ranking within the Simmons Group for the period.
Ø    In the event that the Company’s TSR over the three-year performance period is negative, then the participants cannot receive more than the targeted amount of performance cash regardless of the ultimate ranking within the Simmons Group for the period.
Ø    The other half of each performance cash award is based on absolute performance in respect of improved average adjusted diluted earnings per share for the Company over the three-year performance period.
Ø    The cash payout can range from 0% to 300% of the target for average adjusted diluted earnings per share over the three-year performance period.
Ø    For awards prior to fiscal year 2019, no performance cash is payable to NEOs unless the Company has positive earnings before interest, taxes, depreciation, amortization and rent during any full fiscal quarter after the grant date.
The value of each of these awards is linked directly to the value of our shares: stock options only have value if the share price increases above the exercise price, restricted stock units provide a direct connection to current stock price and performance cash requires the Company to provide greater stockholder returns than other companies in our industry and improve average adjusted diluted earnings per share for the Company. As a result of grants being made each year based on the stock price at that time, executives continue to realize value from these awards only if positive stockholder returns are sustained over a long period of time. The Compensation Committee chooses to issue long-term performance cash awards which vest simultaneously with the restricted stock awards in order to encourage executives to retain stock received rather than needing to sell or have shares withheld to pay taxes. Additionally, the issuance of long-term performance cash awards has allowed the Company to remain competitive from an executive compensation perspective while at the same time decreasing the dilutive impact of the Company’s long-term incentive compensation on stockholders.
Historically, for long-term performance cash awards issued in June 2015 and June 2016, the Compensation Committee only used relative TSR performance among the Company’s peers in the Simmons Group to determine the amount of performance cash payouts. Depending on the Company’s TSR compared with the companies within the Simmons Group, the performance cash payment at the end of the three-year performance period is calculated as follows (the payout is interpolated for rankings between the 25th and 75th percentile).

 
BRISTOW GROUP INC.2018 Proxy Statement – 38


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