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SEC Filings

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

 
Salary
Multiple(1)
Highest Annual
Bonus Multiple(2)
Vesting
of Equity
Awards (3)
Extended
Health
Benefits (4)
Tax Gross Up
Total
Mr. Baliff
$
2,100,000

$
3,407,730

$
8,419,789

$
29,965

N/A
$
13,957,484

Mr. Miller
$
1,275,000

$
763,515

$
3,832,458

$
29,965

N/A
$
5,900,938

Mr. Corbett(5)
N/A

N/A

N/A

N/A

N/A
N/A

Mr. Phillips(5)
N/A

N/A

N/A

N/A

N/A
N/A

Mr. Allman(5)
N/A

N/A

N/A

N/A

N/A
N/A

(1) 
Salary multiple calculated using base salary as of April 1, 2018.
(2) 
Each officer’s highest annual bonus multiple calculated using the highest annual bonus paid to such officer in the three years preceding April 1, 2018. In addition to the amount set forth above, each officer will also be eligible for a prorated target bonus equal to the target bonus opportunity for the year in which the officer’s termination of employment occurs multiplied by a fraction, the numerator of which is the number of days the officer was employed during the fiscal year in which the officer’s termination of employment occurs and the denominator of which is 365.
(3) 
Assumes that the triggering event took place on March 31, 2018, the last business day of fiscal year 2018, and a price per share of $13.00, the closing market price of our common stock as of March 29, 2018, the final trading day of fiscal year 2018.
(4) 
Varies according to individual choice of medical plan. Accordingly, the amount shown assumes an employee choice which would result in the largest amount the Company would be responsible for.
(5) 
The positions held by Messrs. Corbett, Phillips and Allman as of March 31, 2018 did not entitle them to any change in control benefits under the Change in Control provisions in our Severance Policy. Effective June 1, 2018, Messrs. Corbett and Phillips were promoted to Senior Vice President, entitling them to change in control benefits under the Change in Control provisions in our Severance Policy.
Any benefits payable pursuant to the above triggering events are payable in a cash lump sum not later than six months following the termination date.
The employment and severance benefits agreements of the NEOs also contain certain non-competition, non-solicitation and confidentiality provisions. For additional information regarding these employment agreements, see “Director and Executive Officer Compensation – Employment and Severance Agreements.”
Pay Ratio Disclosure
Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is required to disclose in this proxy statement the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee of the Company (the “Pay Ratio Disclosure”).
Based on SEC rules for this Pay Ratio Disclosure and applying the methodology described below, the Company determined that our CEO’s total compensation for fiscal year 2018 was $3,129,629,  and the total fiscal year 2018 compensation provided to the individual identified as the median employee of the Company and its consolidated subsidiaries was $91,862. Accordingly, the Company estimates the ratio of our CEO’s annual total compensation for fiscal year 2018 to the median annual total compensation of all other employees to be 34 to 1.
The Company identified our median employee as of March 29, 2018, without regard to the location or compensation arrangements of our employees, or whether such employees are full-time or part-time employees. We tabulated annual base salary, which is defined as the fixed portion of each employee’s compensation arrangements that is paid without regard to our financial or operational performance in a given fiscal year. We gathered the requisite information applying this compensation measure with respect to our employees using their annual base salary as of March 29, 2018. We annualized the compensation of all permanent employees who were hired in fiscal year 2018 but did not work for the Company for the entire fiscal year, but we did not annualize the compensation for any part-time or seasonal employee. We did not make any cost-of-living adjustments in identifying the median employee. We applied an exchange rate as of March 29, 2018 to convert all international currencies into U.S. dollars. We then identified the median employee using this methodology, which was consistently applied to all included employees on March 29, 2018.
Once the median employee was identified as described above, the total annual compensation for fiscal year 2018 for that employee was determined using the same rules that apply to reporting NEO compensation in the “Total” column of the Summary Compensation Table. With respect to the annual total compensation of our CEO, we used the amount reported for fiscal year 2018 in the “Total” column of the Summary Compensation Table included in this proxy statement.

 
BRISTOW GROUP INC.2018 Proxy Statement – 53