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DEF 14A
BRISTOW GROUP INC filed this Form DEF 14A on 06/21/2018
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The Compensation Committee reviews director compensation annually. Based on consultation with their independent compensation consultant and market data, the Compensation Committee recommends for approval by our Board the annual retainer, stock awards and other benefits for members of our Board. The Compensation Committee’s objective with respect to director compensation is to provide compensation incentives that attract and retain individuals of outstanding ability. Directors who are Company employees do not receive a retainer or fees for service on our Board or any committees. The Company pays non-employee members of our Board for their service as directors. For fiscal year 2018, directors who were not employees received:
Forms of Director Compensation
 
Amount ($)
Annual Chairman of the Board Fee from April 1, 2017 to September 30, 2017(1):
 
$
250,000

Annual Chairman of the Board Fee from October 1, 2017 to March 31, 2018(2):
 
$
225,000

Annual Director Fee from April 1, 2017 to September 30, 2017(3):
 
$
90,000

Annual Director Fee from October 1, 2017 to March 31, 2018(4):
 
$
81,000

Committee Chairmen Annual Fees:
 
 
Audit Committee
 
$
20,000

Compensation Committee
 
$
20,000

Corporate Governance and Nominating Committee
 
$
10,000

Restricted cash and equity compensation(5):
 
At the Annual Meeting of Stockholders held on August 2, 2017, each non-employee director was eligible to be granted a number of restricted stock units with a value of $125,000 based on the closing price on the date of such Annual Meeting (the date of grant) and was required to make a binding election at such time to either (i) receive 35% of his or her award in the form of restricted cash and the remaining 65% of such award in the form of restricted stock units or (ii) receive 100% of his or her award in the form of restricted stock units. Each such restricted cash and restricted stock unit award vested six months from the date of grant.
(1) 
This portion of the Annual Chairman of the Board Fee was paid on a prorated basis for the relevant portion of fiscal year 2018. For fiscal year 2018, the Chairman of our Board was only eligible to receive $125,000 in restricted cash and equity compensation together with the prorated amounts payable in cash for the Annual Chairman of the Board Fee and forewent any other annual director fee or committee chairman fee that would otherwise have applied.
(2) 
This portion of the Annual Chairman of the Board Fee was paid on a prorated basis for the relevant portion of fiscal year 2018. Effective October 1, 2017, our Board approved a 10% reduction of the Annual Chairman of the Board Fee. Our Board subsequently approved an increase of the Annual Chairman of the Board Fee to the prior amount of $250,000 that will be effective on July 31, 2018.
(3) 
This portion of the Annual Director Fee was paid on a prorated basis for the relevant portion of fiscal year 2018.
(4) 
This portion of the Annual Director Fee was paid on a prorated basis for the relevant portion of fiscal year 2018. Effective October 1, 2017, our Board approved a 10% pay reduction of the Annual Director Fee. This reduction does not affect the Committee Chairmen Annual Fees. Our Board subsequently approved an increase of the Annual Director Fee to the prior amount of $90,000 that will be effective on July 31, 2018.
(5) 
At the Annual Meeting of Stockholders to be held on July 31, 2018, each non-employee director is eligible to be granted a number of restricted stock units with a value of $150,000 based on the closing price on the date of such Annual Meeting (the date of grant) and is required to make a binding election at such time to either (i) receive 35% of his or her award in the form of restricted cash and the remaining 65% of such award in the form of restricted stock units or (ii) receive 100% of his or her award in the form of restricted stock units. Each such restricted cash and restricted stock unit award vests six months from the date of grant.
Directors are also reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of our Board or committees and for other reasonable expenses related to the performance of their duties as directors.
The Company’s current LTIP expressly limits the maximum aggregate amount of compensation and incentive awards that may be paid by the Company in any calendar year to any outside director to $1,125,000.

 
BRISTOW GROUP INC.2018 Proxy Statement – 55


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