Bristow Group Inc. Definitive revised proxy soliciting materials

Definitive revised proxy soliciting materials

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

3 Months Ended

9 Months Ended

12 Months Ended

Mar. 31, 2020

Dec. 31, 2022

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


Year	Summary Compensation Table Total for CEO(1) ($)	Compensation Actually Paid to CEO(2) ($)	Average Summary Compensation Table Total for Non-CEO NEOs(3) ($)	Average Compensation Actually Paid to Non-CEO NEOs(2)(3) ($)	Value of Initial Fixed $100 Investment Based on:		In thousands
					Total Stockholder Return	Peer Group Total Stockholder Return(4)	Net Income (Loss) Attributable to Bristow Group Inc.(5) ($)	STIP Adjusted EBITDA(6)(7) ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)

2023	5,092,241	5,305,680	1,743,527	1,756,392	$92.66	$115.10	(6,780)	157,911
TYE22	4,569,959	(66,484)	1,258,000	(16,182)	$88.92	$112.94	13,528	101,536
FY22	4,415,807	8,045,567	1,424,868	2,199,907	$121.53	$106.47	(15,791)	143,775
FY21	3,129,824	5,402,016	1,083,944	1,533,931	$84.82	$70.44	(56,094)	115,741
SP	1,257,229	535,977	480,534	271,698	$52.41	$31.80	(7,229)	9,440

Named Executive Officers, Footnote

The names of each of the non-CEO NEOs reflected in these columns for each applicable period are as follows: (i) for 2023: Messrs. Corbett, Stavley and Stepanek and Ms. Whalen, (ii) for the nine months ended December 31, 2022 and for the fiscal year ended March 31, 2022: Messrs. Corbett and Stepanek, Ms. Whalen and Crystal L. Gordon, the Company’s former Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary; and (iii) for the fiscal year ended March 31, 2021 and the three months ended March 31, 2020: Messrs. Corbett and Stepanek, Mses. Gordon and Whalen and Paul White, the Company’s former Senior Vice President, Commercial.

PEO Total Compensation Amount

$ 1,257,229

$ 4,569,959

$ 5,092,241

$ 4,415,807

$ 3,129,824

PEO Actually Paid Compensation Amount

535,977

(66,484)

$ 5,305,680

8,045,567

5,402,016

Adjustment To PEO Compensation, Footnote

The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. Bradshaw, in the Summary Compensation Table for 2023, the nine months ended December 31, 2022, the fiscal years ended March 31, 2022 and March 31, 2021, and the three months ended March 31, 2020. Mr. Bradshaw served as CEO for each of the years presented.


	CEO 2023 ($)	Non-CEO NEOs 2023 ($)
Summary Compensation Table Total	5,092,241	1,743,527
Less Grant Date Fair Value of Stock and Option Awards Reported in Summary Compensation Table for the Covered Year	3,047,755	909,247
Plus Year-End Fair Value for Awards Granted in the Covered Year that are Outstanding and Unvested	3,764,060	1,070,427
Plus Change in Fair Value of Outstanding Unvested Awards Granted in Prior Years	(403,491)	(98,446)
Plus Vesting Date Fair Value of Awards Granted in the Covered Year that Vested in the Same Covered Year	—
Plus Change in Fair Value of Awards Granted in Prior Years that Vested in the Covered Year	(99,375)	(49,869)
Less Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in the Covered Year	—	—
Plus Fair Value of Incremental Dividends or Earnings Paid on Stock and Option Awards During the Covered Period Prior to Vesting (if not Reflected in the Fair Value of such Award or Included in Total Compensation for the Covered Year)	—	—
Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans	—	—
Plus Aggregate Service Cost and Prior Service Cost for Pension Plans	—	—
Compensation Actually Paid(*)	5,305,680	1,756,392

(*)Fair values of equity awards set forth in the table above are computed in accordance with FASB ASC Topic 718 as of the end of the respective period, other than fair values of equity awards that vest in the applicable period, which are valued as of the applicable vesting date. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. For PSUs with a TSR metric, the fair values as of each measurement date (prior to the end of the performance period) were determined using a Monte Carlo simulation pricing model, with assumptions and methodologies that are generally consistent with those used to estimate fair value at grant under U.S. GAAP. Our NEOs do not participate in any defined benefit or pension plan through the Company and did not receive any above-market or preferential earnings on nonqualified deferred compensation during 2023, and thus there are no values to report for the aggregate change in actuarial present value of accumulated benefit under pension plans nor the aggregate service cost and prior service cost for pension plans.

Non-PEO NEO Average Total Compensation Amount

480,534

1,258,000

$ 1,743,527

1,424,868

1,083,944

Non-PEO NEO Average Compensation Actually Paid Amount

271,698

(16,182)

$ 1,756,392

2,199,907

1,533,931

Adjustment to Non-PEO NEO Compensation Footnote

The dollar amounts reflected in columns (c) and (e) represent the amount of “compensation actually paid” for the applicable years, computed as set forth in the table below for the most recent fiscal year in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation earned by or paid to our CEO or other non-CEO NEOs during the applicable period. For information regarding the decisions made by our Compensation Committee with respect to all of our actively serving NEOs for 2023, see page 47.


	CEO 2023 ($)	Non-CEO NEOs 2023 ($)
Summary Compensation Table Total	5,092,241	1,743,527
Less Grant Date Fair Value of Stock and Option Awards Reported in Summary Compensation Table for the Covered Year	3,047,755	909,247
Plus Year-End Fair Value for Awards Granted in the Covered Year that are Outstanding and Unvested	3,764,060	1,070,427
Plus Change in Fair Value of Outstanding Unvested Awards Granted in Prior Years	(403,491)	(98,446)
Plus Vesting Date Fair Value of Awards Granted in the Covered Year that Vested in the Same Covered Year	—
Plus Change in Fair Value of Awards Granted in Prior Years that Vested in the Covered Year	(99,375)	(49,869)
Less Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in the Covered Year	—	—
Plus Fair Value of Incremental Dividends or Earnings Paid on Stock and Option Awards During the Covered Period Prior to Vesting (if not Reflected in the Fair Value of such Award or Included in Total Compensation for the Covered Year)	—	—
Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans	—	—
Plus Aggregate Service Cost and Prior Service Cost for Pension Plans	—	—
Compensation Actually Paid(*)	5,305,680	1,756,392

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table


Performance Measure
STIP Adjusted EBITDA
Relative Total Stockholder Return
Cash Return on Invested Capital
ICAO AA
LTISR

Total Shareholder Return Amount

52.41

88.92

$ 92.66

121.53

84.82

Peer Group Total Shareholder Return Amount

31.80

112.94

115.10

106.47

70.44

Net Income (Loss)

$ (7,229,000)

$ 13,528,000

$ (6,780,000)

$ (15,791,000)

$ (56,094,000)

Company Selected Measure Amount

9,440,000

101,536,000

157,911,000

143,775,000

115,741,000

PEO Name

Mr. Bradshaw

Additional 402(v) Disclosure

Pay Versus Performance

The following table sets forth the compensation for our CEO and the average compensation for our other Named Executive Officers (the “non-CEO NEOs”), both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as computed in accordance with SEC rules, for 2023, the stub period for the nine months ended December 31, 2022 (indicated as “TYE22”), the fiscal years ended March 31, 2022 (indicated as “FY22”) and March 31, 2021 (indicated as “FY21”), and the stub period for the three months ended March 31, 2020 (indicated as “SP” or “Stub Period”). The table also provides information on our cumulative TSR, the cumulative TSR of our peer group, Net Income and our Company-selected performance measure, STIP Adjusted EBITDA, over such years in accordance with SEC rules.

“Compensation actually paid” does not necessarily reflect the target value of compensation as approved by our Compensation Committee or the value of compensation realized by our executives based on Company and individual performance. A significant portion of the compensation actually paid amounts shown below relate to changes in values of unvested equity awards since they were awarded. These unvested equity awards are at risk and require the accomplishment of specific results that are designed to benefit our stockholders and the Company, both in the long and short term, and are subject to possible future declines in value based on changes in our stock price. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the equity awards fully vest, or in the case of options, when the NEO exercises the options. Please refer to the Compensation Discussion and Analysis beginning on page 32 for a discussion of our executive compensation program objectives and the ways in which we align executive compensation with performance.

Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the Transition Report on Form 10-KT for Transition Year Ended 2022 and the Annual Reports on Form 10-K for the fiscal years ended March 31, 2023 and March 31, 2022.STIP Adjusted EBITDA represents earnings before interest, expense, taxes, depreciation and amortization, as further adjusted for special items that occurred during the reporting period and noted in the applicable reconciliation. See Appendix A to this Proxy Statement for reconciliation of STIP Adjusted EBITDA.

(7)The Company-selected performance measure for the Stub Period is pro-rated for the period prior to the Merger and is not the amount that was used to calculate compensation that was paid with respect to the Stub Period during the fiscal year ended March 31, 2021. Therefore, the Company does not believe this amount is a meaningful measure for the Stub Period.

The following table sets forth an unranked list of the performance measures which we view as the most important measures for linking our Named Executive Officers’ compensation to performance of the Company. Please see Appendix A for an explanation of the below non-GAAP financial performance measures. The role of each of these performance measures on our Named Executive Officers’ compensation is discussed in the Compensation Discussion and Analysis.

The graphs below compare the compensation actually paid to our CEO and the average of the compensation actually paid to our non-CEO NEOs with (i) our TSR and the TSR of the PHLX Oil Service Index, (ii) STIP Adjusted EBITDA, which is our Company-selected performance measure and (iii) our Net Income, for 2023, the nine months ended December 31, 2022, the fiscal years ended March 31, 2022 and March 31, 2021, and the three months ended March 31, 2020.

Note that, given the partial year period for the nine months ended December 31, 2022 and the three months ended March 31, 2020, compensation actually paid, Net Income and STIP Adjusted EBITDA reflect incomplete years and only partial representations of the comparisons that the SEC rule intended to convey. For information illustrating the link between pay and performance at the Company, please see the Compensation Discussion and Analysis.

Measure:: 1

Pay vs Performance Disclosure

Name

STIP Adjusted EBITDA

Measure:: 2

Pay vs Performance Disclosure

Name

Relative Total Stockholder Return

Non-GAAP Measure Description

Reflects cumulative total stockholder return beginning on December 31, 2019 and ending on December 31, 2023; December 31, 2022; March 31, 2022; March 31, 2021; and March 31, 2020, respectively, calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis used in Item 201(e) of Regulation S-K. The peer group reflects the same peer group used for purposes of the performance graph under Regulation S-K Item 201(e)(1)(ii) as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the PHLX Oil Service Index). In 2023, we changed the index used for comparison to the PHLX Oil Service Index to better align with our business. We previously used the Standard & Poor’s Oil & Gas Equipment Select Industry Index. If we had not made these changes, the cumulative peer group TSR show beginning on December 31, 2019 in the table above would have been $110.57 for the period ending on December 31, 2023; $103.26 for the period ending on December 31, 2022; $96.69 for the period ending on March 31, 2022; $68.16 for the period ending on March 31, 2021; and $28.40 for the period ending on March 31, 2020.

Measure:: 3

Pay vs Performance Disclosure

Name

Cash Return on Invested Capital

Measure:: 4

Pay vs Performance Disclosure

Name

ICAO AA

Measure:: 5

Pay vs Performance Disclosure

Name

LTISR