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SEC Filings

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

TSR Percentile Rank
LTIP Cash Payout as a Percent of
Target Performance Cash
75th or higher
Below 25th
For example, long-term performance cash awards issued in June 2015 paid out at 100% of target, reflecting 50th percentile performance against the companies in the Simmons Group over the three-year period from April 1, 2015 to March 31, 2018.
Fiscal Year 2018 LTIP Awards
On June 12, 2017, the Compensation Committee authorized the annual grant of long-term incentive awards to participating employees with 50% of the target value in the form of long-term performance cash and the remaining grant value split evenly between stock options and restricted stock units. The long-term incentive awards issued for fiscal year 2018 included the following grants to the NEOs (other than Messrs. Akiri and Earle):
Named Executive Officer
Performance Cash Target
Stock Units
Jonathan E. Baliff




L. Don Miller




Brian J. Allman




Alan Corbett




Robert Phillips




Other Compensation Components
Deferred Compensation
Under the terms of the Company’s non-qualified deferred compensation plan for senior executives (the “Deferred Compensation Plan”) participants, including our NEOs (other than Messrs. Akiri and Earle), can elect to defer a portion of their compensation for distribution at a later date. Additionally, the Company contributes to the Deferred Compensation Plan an amount equal to the difference between the percentage matching contribution made by the Company to the applicable employee’s 401(k) Plan Account and, in the case of the Chief Executive Officer, up to 20% of salary and bonus, and in the case of each of our other NEOs (except Mr. Allman who is not a participant in the Deferred Compensation Plan), up to 15% of salary and bonus.
Certain employees, including executive officers, are provided with certain perquisites as part of their compensation. These may include Company-paid life or private health insurance policies. Perquisites such as these are a relatively low cost part of compensation to be used in attracting and retaining qualified employees and executives but do not represent a material part of our executive compensation program. Other perquisites, such as club dues reimbursements and car allowances, were eliminated in previous years.
For additional information regarding perquisites, see “Director and Executive Officer Compensation – Summary Compensation Table.”
Employment and Change of Control Agreements
We have entered into employment or change of control benefits agreements with certain of our NEOs. Pursuant to these agreements, the applicable NEO is entitled to severance and/or change of control payments and other benefits in certain situations. See “Potential Payments upon Termination or Change-in-Control” under “Director and Executive Officer Compensation” below for a detailed description of the amounts payable and method of calculation.
The Compensation Committee believes that the severance benefits offered to the executive officers pursuant to the Bristow Group Inc. Management Severance Benefits Plan for U.S. Employees amended June 12, 2017 and the Bristow Group Inc. Management Severance Benefits Plan for Non-U.S. Employees amended June 12, 2017 (together, the “Severance Policy”) are reasonable given their positions and the services they render for the Company. The Compensation Committee selected higher

BRISTOW GROUP INC.2018 Proxy Statement – 39