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SEC Filings

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

Nonqualified Deferred Compensation Plans
The following table sets forth information concerning deferred compensation for each of our NEOs during fiscal year 2018:
Nonqualified Deferred Compensation – Fiscal Year 2018
Name
Executive
Contributions in
Last FY ($)
 
Registrant
Contributions in
Last FY ($) (1)
 
Aggregate
Earnings in
Last FY ($)
 
Aggregate
Withdrawals/
Distributions ($)
 
Aggregate
Balance at
Last FYE ($)
Mr. Baliff
$

 
$
123,800

 
$
159,868

 
$

 
$
1,504,152

Mr. Miller
$

 
$
69,007

 
$
12,832

 
$

 
$
227,772

Mr. Corbett
$

 
$

 
$

 
$

 
$

Mr. Phillips
$

 
$
18,236

 
$
16,760

 
$

 
$
219,996

Mr. Allman
$

 
$

 
$

 
$

 
$

Mr. Akiri
$

 
$

 
$
40,944

 
$
267,749

 
$

Mr. Earle
$

 
$

 
$
67,868

 
$
496,682

 
$

(1) 
Registrant contributions in last fiscal year are included in all other compensation in the Summary Compensation Table.
Under the terms of the Company’s Deferred Compensation Plan for senior executives, participants can elect to defer a portion of their compensation for distribution at a later date. Additionally, the Company contributes an amount to the Deferred Compensation Plan account of participants equal to the difference between the percentage matching contribution made by the Company to the applicable participant’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, up to 15% of annual base salary and bonus. Deferred Compensation Plan holdings are invested in the same general funds available under the Company’s 401(k) Plan in accordance with the elections of the plan participant. Distributions upon retirement or termination of employment are made pursuant to the participant’s election subject to any applicable limitations of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). We have general contractual obligations to pay the deferred compensation upon the participant’s termination of employment for any reason, including but not limited to death, disability or retirement.
Potential Payments upon Termination or Change-in-Control
Each of our NEOs (other than Messrs. Akiri and Earle) is covered by our Severance Policy. Our Severance Policy was amended effective June 12, 2017, as discussed in “Employment and Change of Control Agreements” above. If Messrs. Baliff, Miller, Corbett, Phillips or Allman’s employment had been terminated by the Company without Cause during fiscal year 2018 after June 12, 2017 without connection to a change in control of the Company, he would have been entitled to a prorated portion of his annual incentive target bonus for the fiscal year and a lump sum severance payment equal to a multiple of his annual base salary for the fiscal year. For Mr. Baliff, the multiple was two, and for Messrs. Allman, and Miller, the multiple was one. The officer would have also been entitled to accelerated vesting and payment of equity and cash incentive awards under the LTIP made prior to June 12, 2017, a cash amount equal to COBRA premiums for 18 months and outplacement services for twelve months. The definition of “Cause” included, among other things, the officer’s willful failure to substantially perform assigned duties, conviction of the officer of a crime involving moral turpitude or a felony, commission by the officer of malfeasance, fraud or dishonesty, or the officer’s material violation of our policies.
In the case of our actively serving officers, the amounts set forth below are the amounts that they would have been paid if their employment had been terminated by the Company without Cause on March 31, 2018. In the case of Messrs. Akiri and Earle, the amounts set forth below are the actual amounts that were paid to Mr. Akiri and Mr. Earle, respectively, in connection with their departures from the Company on June 8, 2017.

 
BRISTOW GROUP INC.2018 Proxy Statement – 51