BRISTOW GROUP INC (VTOL)
Sector: Energy
2026 Annual Meeting Analysis
BRISTOW GROUP INC · Meeting: June 3, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Bradshaw has served as CEO and director since 2015; VTOL's 3-year return of +107.6% outperforms the company's disclosed peer group median (+59.9%) by +47.7 percentage points, well below the 65-percentage-point threshold required to trigger an against vote for a strong-positive-TSR company, and no other policy flags apply.
Brass has served since 2020, holds only private company board seats (no overboarding concern), attended at least 85% of meetings in 2025, and the 3-year TSR gap versus the peer group does not trigger the policy threshold.
Kern has served since 2020, is independent, serves on Audit and Compensation committees with relevant finance expertise (former CFO of Lobo Leasing), attended at least 85% of meetings, and no TSR trigger applies.
Manzo has served since 2020, is independent, holds an audit committee financial expert designation, has relevant restructuring and financial consulting experience, attended at least 85% of meetings, and no TSR trigger applies.
Mickelson has served as Chairman since 2020, is independent, has relevant finance and governance experience, attended at least 85% of meetings, and no TSR trigger applies.
General Miller has served since 2021, is independent, brings highly relevant aviation and government services experience to a helicopter company, attended at least 85% of meetings, and no TSR trigger applies.
Pucillo has served since 2020, is independent (per board determination), has relevant finance and investment experience, attended at least 85% of meetings, and no TSR trigger applies; the Solus stake he oversees represents a significant shareholder alignment interest.
Shah joined the board in 2023 (less than 24 months before the 2026 meeting), making her exempt from the TSR trigger under policy; she brings relevant legal, governance and aviation-industry experience from her time at Era Group.
Truelove has served since 2020, is independent, chairs the Audit Committee with an audit committee financial expert designation, brings deep oil and gas operational experience, attended at least 85% of meetings, and no TSR trigger applies.
All nine directors receive a FOR vote. VTOL's 3-year total shareholder return of +107.6% is strong in absolute terms, and the company outperforms its disclosed peer group median by +47.7 percentage points — below the 65-percentage-point threshold that would trigger against votes for a company with strong positive absolute returns. No director is overboarded, no attendance failures were disclosed, and all independent directors are appropriately classified. Shefali Shah, who joined in 2023, is exempt from the TSR trigger as a director with less than 24 months of tenure.
Say on Pay
✓ FORCEO
Christopher S. Bradshaw
Total Comp
$5,706,605
Prior Support
98%%
The CEO's total reported compensation of approximately $5.7 million is reasonable for the head of a $1.4 billion energy-sector company, and the program structure is strong: approximately 85% of the CEO's target pay is variable and at-risk, with 60% of the long-term incentive in performance stock awards tied to measurable metrics (relative total shareholder return versus the OSX Index and an absolute cash return on invested capital goal), and the remaining 40% in time-based restricted stock units that still require continued employment. The company received 98% shareholder support on last year's say-on-pay vote, signaling broad approval of the program design, and the company has a robust clawback policy compliant with NYSE and Dodd-Frank requirements. Pay-for-performance alignment is supported by VTOL's strong 3-year stock return of +107.6%, and the company reported modest financial shortfall versus its own Adjusted EBITDA target (87% of goal) while incentive payouts were appropriately moderated — confirming that the program is functioning as intended rather than paying out regardless of results.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
23 yrs
Audit Fees
$2,115,000
Non-Audit Fees
$493,300
KPMG's non-audit fees (audit-related fees of $360,000 plus tax fees of $133,300, totaling $493,300) represent approximately 23% of the core audit fee of $2,115,000, well below the 50% threshold that would raise independence concerns; KPMG's tenure of 23 years is below the 25-year threshold that would trigger a no vote; and KPMG is a Big 4 firm appropriate for a $1.4 billion market-cap company.
Overall Assessment
The 2026 Bristow Group annual meeting presents a clean ballot: all nine director nominees receive FOR votes supported by strong 3-year stock performance well above the peer median, the compensation program earns a FOR on the advisory pay vote given its heavy performance-based structure and 98% prior-year shareholder approval, and KPMG's auditor ratification passes easily with low non-audit fees and tenure below the policy threshold. The only item without a vote determination is the equity plan share increase, which falls outside the current scope of this policy.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing