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SEC Filings

DEF 14A
BRISTOW GROUP INC filed this Form DEF 14A on 06/21/2018
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Name
Age
Director
Since
Principal Occupation
Independent
Committee Memberships and Chairpersons
Lori A. Gobillot
56
2012
Founding Partner and Consultant
InVista Advisors LLC
ü
Compensation
Governance
Ian A. Godden
64
2010
Non-Executive Chairman
Havelock Europa PLC
ü
Audit
Governance (Chairman)
A. William Higgins
58
2016
Former CEO and President
CIRCOR International Inc.
ü
Audit
Stephen A. King
57
2011
Finance Director
Caledonia Investments plc
ü
Audit
Thomas C. Knudson
72
2004
Founder and President
Tom Knudson Interests
ü
Chairman of the Board
Biggs C. Porter
64
2016
Former Executive Vice President, CFO
Fluor Corporation
ü
Audit (Chairman)
Advisory Approval of Our Executive Compensation Program
Our executive compensation program is designed to support and reinforce our long-term strategy and our STRIVE goals while at the same time aligning the interests of our management with those of our stockholders. Through our annual and long-term incentive compensation, we incentivize prudent financial growth and strong individual performance in the areas of value realization to our clients, a strong sense of commitment and ownership in our people, and continuous improvement in the safe execution of our operations.
Historically, our executive compensation program has garnered well over 90% support each year by our stockholders as evidenced through their say-on-pay votes that have been cast annually since August 2011. However, in August 2016, our executive compensation program garnered slightly less than 80% support by our stockholders. In response to this drop in stockholder support, the Chairman of the Compensation Committee together with representatives from senior management, met individually with stockholders who collectively held a majority of the shares of common stock of the Company to receive their direct input regarding the Company’s executive compensation program. The agenda for such meetings included the total value, size and relative mix of each component of the Company’s performance based versus non-performance based compensation, the Company performance metrics and miscellaneous items such as clawback, severance and share ownership policies.
The Compensation Committee has subsequently redesigned the executive compensation program to address current best market practices and concerns raised by stockholders over the prior year regarding share dilution, financial metrics and certain performance cash measurement and payment practices. As part of the redesign that became effective June 2017 and applies to awards issued in June 2017 and thereafter, the Compensation Committee also took the opportunity to adopt evolving best practices in other areas such as requiring double trigger vesting for newly issued performance cash and equity awards in the event of a change of control, significantly reducing future severance benefits for management in the event of a termination without cause and adopting an express clawback policy that applies to our executive officers and provides for the recoupment of incentive awards in the event the Company is required to publish a financial restatement as a result of either material non-compliance with applicable securities laws or the fraud, theft, misappropriation, embezzlement or intentional misconduct by one of our executive officers.


 
BRISTOW GROUP INC.Summary of 2018 Proxy Statement – 2

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