vtol-20230424

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

Bristow Group Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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(4) Date Filed:

3151 Briarpark Drive
Suite 700
Houston, Texas 77042

Notice of 2023

Annual Meeting of Stockholders

And Proxy Statement

3151 Briarpark Drive
Suite 700
Houston, Texas 77042

April 24, 2023

Dear Fellow Stockholder:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Meeting”) of Bristow Group Inc. (the “Company”), which will be held exclusively via a live audio webcast at www.virtualshareholdermeeting.com/VTOL2023 on Wednesday, June 7, 2023, at 9:00 a.m. Central Daylight Time. All holders of record of the Company’s outstanding common stock at the close of business on April 10, 2023 will be entitled to vote at the Meeting.

At the Meeting, we will ask you (i) to elect eight directors to serve until the 2024 Annual Meeting of Stockholders; (ii) to approve, on an advisory basis, named executive officer compensation; (iii) to consider and vote upon a proposed amendment to the Company’s 2021 Equity Incentive Plan; and (iv) to ratify the appointment of KPMG LLP as the Company’s independent auditors for 2023.

Regardless of the number of shares of the Company’s common stock that you own, you are encouraged to read the accompanying Proxy Statement and our Transition Report on Form 10-KT for the nine-month transition period ended December 31, 2022 carefully. Please review the proxy card for instructions on how you can vote your shares of common stock over the Internet, by telephone, by mail or by attending the Meeting online at www.virtualshareholdermeeting.com/VTOL2023 using your 16-digit control number and voting your shares electronically on June 7, 2023. It is important that all holders of our common stock participate in the affairs of the Company. The prompt return of proxy cards will ensure the presence of a quorum.

We look forward to your participation in the Meeting.

Sincerely,

Christopher S. Bradshaw
President and Chief Executive Officer

3151 Briarpark Drive | Suite 700 | Houston, Texas 77042

Notice of 2023

Annual Meeting

of Stockholders

DATE

June 7, 2023

TIME

9:00 a.m. CDT

VIA WEBCAST

www.virtualshareholder

meeting.com/VTOL2023

TO OUR
STOCKHOLDERS

April 24, 2023

The 2023 Annual Meeting of Stockholders (the “Meeting”) of Bristow Group Inc. (the “Company”) will be held exclusively via a live audio webcast at www.virtualshareholdermeeting.com/VTOL2023 on Wednesday, June 7, 2023, at 9:00 a.m. Central Daylight Time for the following purposes:

To elect eight directors named in the accompanying Proxy Statement to serve until the 2024 Annual Meeting of Stockholders or until his or her successor is duly qualified and elected;

To hold an advisory vote to approve named executive officer compensation;

To consider and vote upon an amendment to the Company’s 2021 Equity Incentive Plan;

To ratify the appointment of KPMG LLP as the Company’s independent auditors for 2023; and

To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.

Only holders of record of the Company’s common stock at the close of business on April 10, 2023 will be entitled to notice of and to vote at the Meeting. See the “Solicitation of Proxies, Voting and Revocation” section of the accompanying Proxy Statement for the place where the list of stockholders may be examined.

We are furnishing proxy materials to our stockholders using the U.S. Securities and Exchange Commission (“SEC”) rule that allows companies to furnish their proxy materials over the Internet. As a result, on April 24, 2023, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) instead of a paper copy of the accompanying Proxy Statement and our Transition Report on Form 10-KT for the nine-month transition period ended December 31, 2022. The Notice contains instructions on how to access the accompanying Proxy Statement and our Transition Report on Form 10-KT over the Internet. The Notice also provides instructions

FOR SPECIFIC INSTRUCTIONS

Please refer to the section entitled “Questions and Answers About Voting Your Shares” beginning on page 1

on how you can request a paper copy of our proxy materials, including the accompanying Proxy Statement, our Transition Report on Form 10-KT and a form of our proxy card. We believe that posting these materials on the Internet enables us to provide stockholders with the information that they need more quickly, while lowering our costs of printing and delivery and reducing the environmental impact of the Meeting. All stockholders who do not receive a Notice, including the stockholders who have previously requested to receive paper copies of our proxy materials, will receive a paper copy of our proxy materials by mail. If you received our proxy materials via e-mail in accordance with your previous request, the e-mail contains voting instructions and links to the accompanying Proxy Statement and our Transition Report on Form 10-KT on the Internet.

Only stockholders of record and beneficial owners will be able to virtually attend and vote their shares of the Company’s common stock electronically at the Meeting. Submitting a vote before the Meeting will not preclude you from voting your shares electronically at the Meeting should you decide to virtually attend. For specific instructions on how to participate in and vote your shares at the Meeting, please refer to the section entitled “Questions and Answers About Voting Your Shares” beginning on page 1 of the accompanying Proxy Statement.

By order of our Board of Directors,

Elizabeth Matthews

Senior Vice President, General Counsel,

Head of Government Affairs, and Corporate Secretary

YOUR VOTE IS VERY IMPORTANT! WE ENCOURAGE YOU TO VOTE AS SOON AS POSSIBLE. PLEASE VOTE BY PROXY OVER THE INTERNET, OR, IF YOU RECEIVED PAPER COPIES OF OUR PROXY MATERIALS BY MAIL, YOU CAN VOTE BY MAIL, TELEPHONE OR INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD, WHETHER OR NOT YOU EXPECT TO VIRTUALLY ATTEND THE MEETING, SO THAT YOUR SHARES OF THE COMPANY’S COMMON STOCK MAY BE REPRESENTED AT THE MEETING IF YOU ARE UNABLE TO VIRTUALLY ATTEND AND VOTE ELECTRONICALLY.

PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you may wish to consider prior to voting. Please review the entire Proxy Statement and our Transition Report on Form 10-KT for the nine-month transition period ended December 31, 2022 (“Transition Year Ended 2022”) for more detailed information.

2023 Annual Meeting of Stockholders (the “Meeting”)

Meeting Details

DATE

June 7, 2023

TIME

9:00 a.m. CDT

VIA WEBCAST

www.virtualshareholder

meeting.com/VTOL2023

VOTING ELIGIBILITY

Only stockholders as of the close of business on April 10, 2023 (the “Record Date”) are eligible to vote at the Meeting or by proxy, and each such stockholder shall have one vote for each share of common stock held on the Record Date.

VOTING METHODS

BEFORE THE MEETING

BY INTERNET Go to www.proxyvote.com for voting instructions or scan the QR code on your Important Notice Regarding the Availability of Proxy Materials or proxy card with your smartphone, then cast your vote electronically by 11:59 p.m. (Eastern Daylight Time) on June 6, 2023.

BY TELEPHONE You may call 1-800-690-6903 on a touch-tone telephone and follow the instructions provided by the recorded message to vote your shares by telephone by 11:59 p.m. (Eastern Daylight Time) on June 6, 2023.

BY MAIL You may promptly mail your completed and executed proxy card in the postage-paid envelope, which must be received by the Company on or prior to June 6, 2023.

DURING THE MEETING

VIRTUAL MEETING Go to www.virtualshareholdermeeting.com/VTOL2023 and follow the posted instructions. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or the voting instructions that accompany your proxy materials.

Business of the Meeting


Proposals		Board Vote Recommendation	See Page Number for more information

1	Election of Directors	FOR each nominee	2 2
2	Advisory Vote to Approve Named Executive Officer Compensation	FOR	70
3	Approval of an Amendment to the Company’s 2021 Equity Incentive Plan	FOR	71
4	Ratification of the Company’s Independent Auditors	FOR	78


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PROXY STATEMENT SUMMARY			TABLE OF CONTENTS			1

Our Director Nominees

You are being asked to vote on the election of these eight directors. Additional information about each director’s background, skills and experience can be found on pages 23 to 27 of this Proxy Statement.

Name

Age

Director Since

Independent

Committee Membership and Chairpersons

G. Mark Mickelson

2020

Chairman of the Board of Directors

Christopher S. Bradshaw

2015

Lorin L. Brass

2020

Compensation
Environmental, Social, and Governance

Wesley E. Kern

2020

Compensation (Chair)
Audit

Robert J. Manzo

2020

Environmental, Social, and Governance (Chair)
Audit

General Maryanne Miller, Ret.

2021

Compensation

Christopher Pucillo

2020

Compensation
Environmental, Social, and Governance

Brian D. Truelove

2020

Audit (Chair)
Environmental, Social, and Governance

Advisory Approval of Named Executive Officer Compensation

In Transition Year Ended 2022, the Compensation Committee and the Board of Directors (our “Board”) maintained the compensation philosophy and design adopted following the merger involving Bristow Group Inc. and Era Group Inc. Underpinning the Transition Year Ended 2022 executive compensation program is a belief by the Compensation Committee that there must be a meaningful link between the compensation paid to our Named Executive Officers and our goal of long-term value creation for our stockholders.

The Transition Year Ended 2022 executive compensation program included: pay tied to performance through the use of performance-based stock units (which may be earned via performance against an absolute financial metric and relative total stockholder return); a 50% weighting of the financial metric in the short-term annual incentive program (the “STIP”); and a minimum financial metric threshold that must be achieved prior to the payment of any amounts under the individual strategic goals portion of the STIP.


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Set forth below are other executive compensation best practices that guide the design of our executive compensation program.


ü WHAT WE DO	ü	Engage with large stockholders to discuss matters of interest.
	ü	Pay for performance. Place a heavy emphasis on variable pay with approximately 85% of our Chief Executive Officer’s target direct compensation contingent upon financial and operational performance and growth in long-term stockholder value.
	ü	Use performance-based long-term incentive awards compensation through performance-based stock units and stock options for which value is contingent upon stock price and company performance relative to the grant date.
	ü	Review target compensation levels relative to an appropriate set of peers annually.
	ü	Reinforce the alignment of stockholders and our executives and directors by requiring significant levels of stock ownership.
	ü	Ensure accountability and manage risk through (i) a robust financial restatement clawback policy applicable to our executive officers, (ii) limits on maximum annual cash incentive award opportunities, and (iii) ongoing risk assessments of our program.
	ü	Use relative and absolute performance metrics to determine the payment of future performance awards under the Company’s long-term incentive awards.
	ü	Maintain a Compensation Committee composed entirely of independent directors who are advised by an independent compensation consultant.


X WHAT WE DON’T DO	X	No employment agreements with any of our executive officers.
	X	No pledging (unless our General Counsel consents to the pledge) or hedging of our company stock, and no repricing stock options.
	X	No excise tax gross-ups.
	X	No significant perquisites.
	X	No guarantee of bonuses.

Amendment to the Company’s 2021 Equity Incentive Plan

At the Meeting, our stockholders will be asked to approve an amendment (the “Amendment”) to the Company’s 2021 Equity Incentive Plan (the “LTIP”) to increase the number of shares that may be issued thereunder from 1,640,000 shares to 2,130,000 shares. Our Board approved the Amendment on February 22, 2023, subject to stockholder approval. We believe that the requested allocation is critical over the next year to ensure our ability to attract and retain key talent and to provide our executive leadership with competitive reward opportunities that are aligned with our stockholders’ interests.

Our Independent Auditors

The Audit Committee of our Board has determined that the accounting firm of KPMG LLP (“KPMG”) is independent from the Company and appointed KPMG as the Company’s independent auditors for 2023. Our Board recommends a vote for the ratification of the appointment of KPMG, which conducted the examination of the Company’s financial statements for each of the past twenty years. KPMG’s total fees for Transition Year Ended 2022 and the fiscal years ended March 31, 2022 and March 31, 2021 were $5.2 million, $5.4 million and $6.7 million, respectively, which included approximately $0.1 million (or 2.7%), $0.4 million (or 6.5%) and $0.3 million (or 4.5%) of non-audit services in Transition Year Ended 2022 and the fiscals year ended March 31, 2022 and March 31, 2021, respectively, that were authorized by the Audit Committee in compliance with our pre-approval policies and procedures.


Bristow Group Inc.			iii			2023 Proxy Statement

TABLE OF CONTENTS


Notice of 202 3 Annual Meeting of Stockholders
PROXY STATEMENT SUMMARY			i


Solicitation of Proxies, Voting and Revocation			1
Corporate Governance			7
Committees of the Board of Directors			12
PROPOSAL 1 – ELECTION OF DIRECTORS			22
Executive Officers of the Registrant			28
Securities Ownership			3 0
Compensation Discussion and Analysis			3 2
Compensation Committee Report on Executive Compensation			51
Director and Executive Officer Compensation			52
Equity Compensation Plan Information			69
PROPOSAL 2 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			70
PROPOSAL 3 – APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2021 EQUITY INCENTIVE PLAN			71
PROPOSAL 4 – RATIFICATION OF THE COMPANY’S INDEPENDENT AUDITORS			78
Audit Committee Report			80
Other Matters			81
Appendix A – Reconciliation of Non-GAAP Financial Measures			A-1
Appendix B – Amendment No. 1 to Bristow Group Inc. 2021 Equity Incentive Plan			B-1
Appendix C – Bristow Group Inc. 2021 Equity Incentive Plan			C-1


			TABLE OF CONTENTS			1

SOLICITATION OF PROXIES, VOTING AND REVOCATION

Information About this Proxy Statement and the Meeting

This Proxy Statement and the enclosed proxy card are being furnished to holders of record of common stock, $0.01 par value per share (“Common Stock”), of Bristow Group Inc., a Delaware corporation (the “Company” or “we”, “us” or “our”), in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) for use at the 2023 Annual Meeting of Stockholders (the “Meeting”) to be held on Wednesday, June 7, 2023, and at any adjournment or postponements thereof. When the Company asks for your proxy, we must provide you with a proxy statement that contains certain information specified by law. This Proxy Statement and the enclosed proxy card were made available to our stockholders on or about April 24, 2023. All proxies in the form provided by the Company that are properly executed and returned to us prior to the Meeting will be voted at the Meeting, and any adjournments or postponements thereof, as specified by the stockholders in the proxy or, if not specified, as set forth in this Proxy Statement.

Unless the context indicates otherwise, the terms “we,” “our,” “ours,” “us” and the “Company” refer to Bristow Group Inc. and its consolidated subsidiaries. References herein to “Old Bristow” refer to the entity formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S. Inc., together with its subsidiaries prior to the consummation of the merger between Era Group, Inc. and Bristow Group Inc. on June 11, 2020 (the “Merger”). References herein to “Era” refer to the entity formerly known as Era Group Inc. and which was renamed to Bristow Group Inc. in connection with the consummation of the Merger.

Questions and Answers About Voting Your Shares

Why am I receiving these materials?

The Board is providing these materials to you in connection with the Board’s solicitation of proxies from our stockholders for the Meeting and any adjournments or postponements thereof. The Meeting will be online and will be a completely virtual meeting of stockholders. You may attend, vote and submit questions during the Meeting via live audio webcast on the Internet at www.virtualshareholdermeeting.com/VTOL2023, on Wednesday, June 7, 2023, at 9:00 a.m. Central Daylight Time. On or about April 24, 2023, we made available to our stockholders proxy materials or an Important Notice Regarding the Availability of Proxy Materials (which we refer to as a “Notice”), containing instructions on how to access our proxy materials, including this Proxy Statement and our Transition Report on Form 10-KT for the nine-month transition period ended December 31, 2022 (the “Transition Report”), and how to vote your shares.

What is the purpose of the Meeting?

At the Meeting, you and our other stockholders entitled to vote at the Meeting will be asked to consider and vote on the following proposals:

1To elect eight directors named in this Proxy Statement to serve until the 2024 Annual Meeting of Stockholders or until his or her successor is duly qualified and elected or until his or her earlier resignation or removal;

2To approve, on an advisory basis, named executive officer compensation;

3To consider and vote upon an amendment to the Company’s 2021 Equity Incentive Plan;


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SOLICITATION OF PROXIES, VOTING AND REVOCATION			TABLE OF CONTENTS			1

4To ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent auditors for 2023; and

5To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.

Will there be any other items of business on the agenda?

We do not expect that any other items of business will be considered because the deadlines for stockholder proposals and nominations have already passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be brought before the Meeting. Those persons intend to vote that proxy in accordance with their best judgment.

Who can attend the Meeting?

Only stockholders of record as of the close of business on April 10, 2023 (the “Record Date”) or the holders of their properly submitted valid proxies may attend the Meeting virtually at www.virtualshareholdermeeting.com/VTOL2023. A list of the Company’s stockholders entitled to vote at the Meeting will be available for review during ordinary business hours for ten days prior to the Meeting, and information on how to remotely access a list of stockholders entitled to vote at the Meeting in secure electronic format will be available online on the day of the Meeting.

How do I attend the Meeting?

The Meeting will be held solely by means of remote communication in a virtual meeting format only. If you are a stockholder of record as of the close of business on the Record Date, you will be able to virtually attend the Meeting, vote your shares and submit your questions online during the Meeting by visiting www.virtualshareholdermeeting.com/VTOL2023 and following the login instructions below. If you hold your shares in “street name” (a term that means the shares are held in the name of another party on behalf of its customer, the beneficial owner), you may gain access to the Meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee holder.

How do I access the audio webcast of the Meeting?

The Meeting will begin promptly at 9:00 a.m. (Central Daylight Time). The Company encourages you to access the Meeting prior to the start time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the Meeting to allow time for you to log in and test your computer audio system, and you should allow ample time for the check-in procedures. To virtually attend the Meeting, log in at www.virtualshareholdermeeting.com/VTOL2023. It is important that you retain a copy of your unique 16-digit control number, which appears on your Notice, on your proxy card or on the instructions that accompanied your proxy materials, as such number will be required to gain access to and vote during the Meeting. In the event that you do not have a control number, please contact your broker, bank or other nominee holder as soon as possible so that you can be provided with the control number and gain access to the Meeting. If, for any reason, you are unable to locate your control number, you will still be able to virtually attend the Meeting as a guest by accessing www.virtualshareholdermeeting.com/VTOL2023 and following the guest login instructions; you will not, however, be able to vote or ask questions.

How do I submit a question at the Meeting?

As part of the Meeting, we will hold a live question and answer session, during which time we intend to answer questions submitted during the Meeting in accordance with the rules of conduct for the Meeting that are pertinent to the Company and meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. The rules of conduct for the Meeting will be posted on www.virtualshareholdermeeting.com/VTOL2023 before and during the Meeting. Only stockholders who log in using their unique 16-digit control number, which appears on your Notice, on your proxy card or on the instructions that accompanied your proxy materials, will be able to ask questions at the Meeting.


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SOLICITATION OF PROXIES, VOTING AND REVOCATION			TABLE OF CONTENTS			1

Why are you holding a virtual meeting instead of a physical meeting?

The Meeting will be a completely virtual meeting of stockholders conducted exclusively by a live audio webcast. We believe that hosting a virtual meeting will provide a consistent experience to all stockholders regardless of location and enable more stockholders to attend and participate in the Meeting as stockholders can participate from any location around the world with Internet access. We will continue to assess the best approach to conduct meetings of stockholders going forward.

What constitutes a quorum?

The presence at the Meeting virtually or by proxy of the holders of a majority in voting power of the issued and outstanding shares of Common Stock entitled to vote at the Meeting is required to constitute a quorum for the transaction of business. Abstentions and broker non-votes (i.e., shares with respect to which a broker indicates that it does not have discretionary authority to vote on a matter) will be counted for purposes of determining whether a quorum is present at the Meeting.

Who is entitled to vote at the Meeting?

Subject to the limitations on voting by non-U.S. citizens described below, only holders of record of Common Stock at the close of business on the Record Date are entitled to notice of, and to vote at, the Meeting. Each stockholder is entitled to one vote for each share of Common Stock held. Shares of Common Stock represented virtually or by a properly submitted proxy will be voted at the Meeting. On the Record Date, 28,007,601 shares of Common Stock were outstanding and entitled to vote.

The Company’s Amended and Restated Bylaws (our “Bylaws”) provide that persons or entities that are not “citizens of the U.S.” (as defined in 49 U.S.C. § 40102(a)(1), as in effect on the date in question, or any successor statute or regulation, as interpreted by the U.S. Department of Transportation and any successor agency thereto in applicable precedent, including any agent, trustee or representative thereof) shall not collectively own or control more than 24.9% of the voting power of our outstanding capital stock (the “Permitted Foreign Ownership Percentage”) and that, if at any time persons that are not citizens of the U.S. nevertheless collectively own or control more than the Permitted Foreign Ownership Percentage, the voting rights of shares owned by stockholders who are not citizens of the U.S. shall automatically be reduced by such amount such that the total number of votes such holder shall be entitled to vote does not exceed the Permitted Foreign Ownership Percentage. Shares held by persons who are not citizens of the U.S. may lose their associated voting rights and be redeemed as a result of these provisions.

Will other stockholders see my vote?

As a matter of policy, proxy cards, ballots and voting tabulations that identify individual stockholders are kept confidential by the Company. Such documents are made available only to the inspector of election and personnel associated with processing proxies and tabulating votes at the Meeting. The votes of individual stockholders will not be disclosed except as may be required by applicable law.

What is the difference between a stockholder of record and a “street name” holder?

If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record with respect to those shares.

If your shares are held in a stock brokerage account or by a bank, or other nominee holder, then the broker, bank or other nominee holder is the stockholder of record with respect to those shares. However, you still are the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, or other nominee holder how to vote their shares. Street name holders are also invited to virtually attend the Meeting. You may not vote your shares electronically at the Meeting unless you receive a valid proxy from your brokerage firm, bank, broker dealer or other nominee holder. Please refer to the voter instruction cards used by your bank, broker or other nominee holder for specific instructions on methods of voting, including using the Internet or by telephone.


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How many votes are required for the approval of each proposal?

Election of Directors: Directors are elected by a plurality of the votes of the shares of Common Stock present virtually or represented by proxy at the Meeting and voting on the matter. However, each nominee who is a current director of the Company is required to submit an irrevocable resignation as a director, which resignation would become effective upon (1) that person not receiving a majority of the votes cast in favor of his or her election in an uncontested election (i.e., the number of votes “for” such director’s election constitutes less than the number of votes “withheld” with respect to such director’s election) and (2) acceptance by the Board of that resignation in accordance with the policies and procedures adopted by the Board for such purpose. The Company’s stockholders do not have cumulative voting rights for the election of directors.

Votes Required to Adopt Other Proposals: The affirmative vote of the holders of a majority of shares of Common Stock present virtually or represented by proxy the Meeting and voting on the subject matter is required for approval of all other proposals being submitted to stockholders for consideration.

How are abstentions and “broker non-votes” counted?

Abstentions will not affect the outcome of the election of directors. For matters other than the election of directors, stockholders may vote in favor of or against the proposal, or may abstain from voting, and the affirmative vote of a majority of the shares of Common Stock present virtually or by proxy and voting on the subject matter is required for approval of those matters. Abstentions will have no effect on any of the proposals.

“Broker non-votes” will have no effect on any of the proposals. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares in “street name” for a beneficial owner does not vote on a particular proposal because it does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. “Broker non-votes” may only be voted for routine matters. The only routine matters to be brought before the stockholders at the Meeting are (i) the ratification of the appointment of KPMG as the Company’s independent auditors for 2023 and (ii) the adjournment or postponement of the Meeting. If your shares are held in “street name” by a broker and you wish to vote on any non-routine business that may properly come before the Meeting, you should provide instructions to your broker. Under the rules of the New York Stock Exchange (the “NYSE”), if you do not provide your broker with instructions, your broker generally will have the authority to vote on routine matters. Broker non-votes will be counted for purposes of determining whether a quorum is present at the Meeting, but they are not counted for purposes of calculating the votes cast on particular matters at the Meeting.

How does the Board recommend that I vote?

The Board recommends that you vote:

•FOR the election of each nominee for director contained in this Proxy Statement (Proposal 1);

•FOR approval of the Company’s named executive officer compensation (Proposal 2);

•FOR approval of the amendment to the Company’s 2021 Equity Incentive Plan (Proposal 3); and

•FOR ratification of the appointment of KPMG as the Company’s independent auditors for 2023 (Proposal 4).

Why did I receive a notice in the mail regarding Internet availability of the proxy materials instead of a paper copy of the proxy materials?

We are pleased to be distributing our proxy materials again to certain stockholders via the Internet under the “notice and access” approach permitted by the rules of the SEC. As a result, we are mailing to many of our stockholders a Notice about the Internet availability of the proxy materials instead of a full paper copy of the proxy materials. This approach conserves natural resources and reduces our costs of printing and distributing the proxy materials, while providing a convenient method of accessing the materials and voting. All stockholders receiving the Notice will have the ability to access the proxy materials over the Internet and may request to receive a paper copy of the proxy materials by mail. Instructions on how to


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access the proxy materials over the Internet or to request a paper copy may be found in the Notice. In addition, the Notice contains instructions on how you may request to access proxy materials in printed form by mail or electronically on an ongoing basis.

How do I vote?

You may vote virtually at the Meeting online at www.virtualshareholdermeeting.com/VTOL2023 by using the 16-digit control number included with these proxy materials, or you may give us your proxy. We recommend that you vote by proxy even if you plan to virtually attend the Meeting. As described below, you can revoke your proxy or change your vote at the Meeting. You can vote by proxy over the telephone by calling a toll-free number, electronically by using the Internet or through the mail as described below. If you would like to vote by telephone or by using the Internet, please refer to the specific instructions set forth on the Notice, proxy card or voting instruction card. Stockholders are requested to vote in one of the following ways:

•by telephone by calling 1-800-690-6903 from any touch-tone phone and following the instructions (have your proxy card in hand when you call);

•by Internet before the Meeting by accessing www.proxyvote.com and following the on-screen instructions or scanning the QR code with your smartphone (you will need the 16-digit control number included with these proxy materials);

•during the Meeting at www.virtualshareholdermeeting.com/VTOL2023 (please see above under “How do I attend the Meeting?”); or

•by completing, dating, signing, and promptly returning the accompanying proxy card, in the enclosed postage-paid, pre-addressed envelope provided for such purpose. No postage is necessary if the proxy card is mailed in the United States.

If you hold your shares through a bank, broker or other nominee holder, such entity/person will give you separate instructions for voting your shares.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means that you hold shares registered in more than one name or in different accounts. To ensure that all of your shares are voted, please vote by proxy by following instructions provided in each proxy card. If some of your shares are held in “street name”, you should have received voting instruction with these materials from your broker, bank or other nominee holder. Please follow the voting instruction provided to ensure that your vote is counted.

Can I revoke or change my vote after I return my proxy card?

Yes. A stockholder who so desires may revoke his, her, or its proxy at any time before it is exercised at the Meeting by: (i) providing written notice to the Corporate Secretary of the Company; (ii) duly executing a proxy card bearing a date subsequent to that of a previously furnished proxy card; (iii) entering new instructions by Internet or telephone; or (iv) virtually attending the Meeting and voting. Virtual attendance at the Meeting will not in itself constitute a revocation of a previously furnished proxy, and stockholders who attend the Meeting virtually need not revoke their proxy (if previously furnished) to vote electronically. We encourage stockholders that plan to virtually attend the Meeting to vote by telephone or Internet or to submit a valid proxy card and vote their shares prior to the Meeting. If you hold your shares in “street name” and want to revoke your proxy, you will need to provide instructions to your broker, bank or other nominee holder.

What happens if I do not make specific voting choices?

If you are a stockholder of record and you submit your proxy without specifying how you want to vote your shares, then the proxy holder will vote your shares in the manner recommended by the Board on all proposals. If you hold your shares in


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“street name” and you do not give instructions to your broker, bank or other nominee holder to vote your shares, under the rules that govern brokers, banks, and other nominee holders who are the stockholders of record of the shares held in “street name”, it generally has the discretion to vote uninstructed shares on routine matters but has no discretion to vote them on non-routine matters. The only “routine” matters expected to be brought before the stockholders at the Meeting are (i) the ratification of the appointment of KPMG as the Company’s independent auditors for 2023 and (ii) the adjournment or postponement of the Meeting. See “How are abstentions and ‘broker non-votes’ counted?” beginning on page 4.

Where can I find the voting results of the Meeting?

The Company plans to announce preliminary voting results at the Meeting and to publish the final results in a Current Report on Form 8-K within four business days following the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Meeting

Your Notice about the Internet availability of the proxy materials or proxy card will contain instructions on how to:

•View our proxy materials for the Meeting on the Internet; and

•Instruct us to send our future proxy materials to you electronically by e-mail.

Our proxy materials and our Transition Report are also available on our website at www.bristowgroup.com. In addition, you may find information on how to obtain directions to virtually attend the Meeting and vote electronically by submitting a query via e-mail to InvestorRelations@bristowgroup.com.

Your Notice or proxy card will contain instructions on how you may request to access proxy materials electronically on an ongoing basis. Choosing to access your future proxy materials electronically will reduce the costs of printing and distributing our proxy materials. If you choose to access future proxy materials electronically, you will receive an e-mail with instructions containing a link to the website where our proxy materials are available and a link to the proxy voting website. Your election to access proxy materials by e-mail will remain in effect until terminated by you.

Solicitation and Solicitation Expenses

The Company will bear the costs of solicitation of proxies for the Meeting. In addition to solicitation by mail, directors, officers and regular employees of the Company may solicit proxies from stockholders by telephone, electronic or facsimile transmission, personal interview or other means.

The Company has requested brokers, banks and other nominee holders of voting Common Stock of the Company to forward proxy solicitation materials to their customers, and such brokers, banks and nominee holders will be reimbursed for their reasonable out-of-pocket expenses.

The Company has retained D.F. King & Co., Inc. to aid in the solicitation of proxies. The fees of D.F. King & Co., Inc. are $7,000 plus reimbursement of its reasonable out-of-pocket costs. If you have questions about the Meeting or need additional copies of this Proxy Statement or additional proxy cards, please contact the Company’s proxy solicitation agent as follows:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Banks/Brokers: (212) 269-5550
Toll-free: (800) 967-7510


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CORPORATE GOVERNANCE

Environmental, Social, and Governance (“ESG”)

The Company’s vision is to lead the world in innovative and sustainable vertical flight solutions, and we are committed to leading responsibly. Along with our commitment to safe and reliable operations, we have a corporate sustainability program and focus on environmental responsibility through daily practices as further described in the following sections. The Environmental, Social, and Governance Committee of the Board (the “ESG Committee”) oversees our sustainability initiatives, which include, but are not limited to, prioritizing efforts to reduce our environmental footprint, increasing transparency for our stakeholders, and ensuring our social responsibility program continues to provide value for our employees and the community.

We published our inaugural sustainability report in July 2022.

Environmental and Social Initiatives

The Company and its employees strive to play a positive role in the communities where we operate by conducting our operations in a way that respects the environment and surrounding communities. Additionally, through Bristow Uplift, our social responsibility program, we align our business practices with social investments and work to build strong community relationships that will have a positive impact on our communities and create long-term value for our business.

Environmental Initiatives

The Company was one of the first vertical lift operators in the U.K. to obtain International Organization for Standards (“ISO”) 14001 certification, which certifies that our U.K. operations have an environmental management system (“EMS”) in place that monitors, manages, and delivers continuous improvement at our bases of operations. Our Brazil operations also passed an ISO 14001 audit continuing their certification that was initially obtained in 2018. We developed an enterprise-wide EMS that is IS0 14001 aligned, and the Company is strategically implementing this framework across our global operations. The Corporate EMS obtained ISO 14001:2015 certification during Transition Year Ended 2022. We also have undertaken proactive measures to lower aircraft emissions and reduce the environmental impact of our operations by monitoring operational practices to decrease our time running the aircraft on the ground, utilizing a fleet of efficient and regularly maintained aircraft supported by up-to-date technologies, such as flight planning software for payload management, and by partnering with our customers to maximize seat utilization, thus reducing the number of flights required. We are actively developing a forward-looking strategy to improve the efficiency of our fleet and help make sure it is aligned with customer contract terms. On the ground, we initiated the process of replacing inefficient, older support vehicles with electric vehicles (EVs) where available. Additionally, we encourage and assist our engine manufacturers, aircraft manufacturers, customers and other stakeholders to be early and leading adopters of sustainable aviation fuels (“SAF”) as we encourage wider availability of these alternative fuels by our fuel suppliers. We have successfully flown limited sets of SAF-powered flights for our energy and search and rescue (“SAR”) businesses in the North Sea. We have partnered with manufacturers to assist with the development of electric vertical takeoff and landing, electric conventional takeoff and landing and short takeoff and landing aircraft, collectively known as Advanced Air Mobility (“AAM”). AAM is the foundation of a new aviation system that is primarily powered by hybrid and/or electric propulsion systems and is expected to help reduce emissions when it begins to replace certain classes of aircraft.

Bristow Uplift

We align our social investment initiatives with the five pillars of this program: Education, the Underserved, Health and Wellness, Diversity, and Sustainability. Through these efforts, we support building strong community relationships through the causes that are most important to our employees, ultimately creating long-term value for our business.


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Human Rights

Through our newly published Commitment to Human Rights, as reflected in our Code of Business Integrity (“COBI”), we have committed to upholding the principles of the United Nations Universal Declaration of Human Rights and standards such as nondiscriminatory treatment, voluntary employment, freedom of association, minimum wage, anti-harassment, prohibiting forced or child labor, and maintaining a healthy and safe work environment. We have adopted an Antislavery and Human Trafficking Policy that is applicable to our operations and our employees, directors, officers, contractors and business partners. The policy prohibits any use of slavery or human trafficking in the Company’s supply chain, and as a condition of doing business with the Company, we require all suppliers of aircraft, parts, and components to agree to comply with our COBI.

Safety, Industry Hazards and Insurance

The safety of our passengers and the maintenance of a safe working environment for our employees is our number one core value and highest operational priority. We have a strong safety culture committed to zero accidents and zero harm. It is owned by each employee and led by our President and Chief Executive Officer, who is responsible for setting the tone at the top. Aviation services are potentially hazardous and may result in incidents or accidents. Challenges to safe operations include unanticipated adverse weather conditions, fires, human factors, and mechanical failures that may result in death or injury to personnel, damage to equipment, and other environmental or property damage. We are also subject to regulation by the U.S. Occupational Safety and Health Administration (OSHA) and comparable state agencies, whose purpose is to protect the health and safety of workers. Failure to comply with these agencies’ requirements can lead to the imposition of penalties.

Technology and Standards

The Company’s fleet is configured with the latest safety equipment, including Traffic Collision Avoidance Systems (TCAS), Enhanced Ground Proximity Warning Systems (EGPWS) or Helicopter Terrain Awareness and Warning Systems (HTAWS), Automatic Dependent Surveillance- Broadcast (ADS-B), Helicopter Flight Data Monitoring (“FDM”) Systems, Health and Usage Monitoring Systems (“HUMS”), satellite communication and flight following systems, and forward facing tail cameras. The Company maintains a globally aligned safety information system called BeSAFE across our energy and SAR businesses. Additionally, we developed and launched a new Employee Suggestion Reporting application to encourage our employees to speak up to improve our operations.

Systems and Processes

Our safety, legal, and compliance departments oversee our adherence with government regulations, customer safety requirements and safety standards within our organization, the standardization of our base operating procedures and the proper training of our employees. A key to maintaining our strong safety record is developing and retaining highly qualified, experienced, and well-trained employees. We conduct extensive safety training on an ongoing basis and develop, implement, monitor, and continuously improve our safety management system to proactively manage risk and support the physical safety and mental wellness of our employees. Additionally, we have implemented supporting safety programs that include, among many other features, (i) transition and recurrent training using full-motion flight simulators and other flight training devices, (ii) a FAA-approved FDM program and (iii) HUMS, which automatically monitor and report on vibrations and other anomalies on key components of certain helicopters in our fleet.

Culture

Our safety culture and the implementation of the Target Zero program is modeled by each employee and led by our President and Chief Executive Officer, who is responsible for setting the tone at the top. Under COBI, all employees are empowered, and actively encouraged by management, to challenge unsafe acts and conditions, including by exercising his or her “STOP WORK” authority, and participate in safety improvements by the Company. This culture is further exemplified by our status as a founding member of HeliOffshore, an organization dedicated to collaboration across the offshore helicopter industry to improve safety around the world.


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Human Capital Management

With over seven decades of operations, we are one of the largest and longest-serving helicopter operators in the world, with a reputation for operational excellence. Our employees are some of the most highly regarded experts in vertical flight solutions. We strive to prepare our employees for success through training, competitive benefits packages, and career development. Our success depends on our ability to attract and retain our pilots and mechanics. The competition for pilots and mechanics is competitive, and we compete with Part 121 air carriers and the emergency air medical industry to attract and retain such talent. We believe the best way to attract and retain top talent is to invest in our people through creating safe work environments, employee training and multi-level engagement to support their success. We seek qualified candidates who are aligned with our commitment to safety and other core values of integrity, passion, teamwork and progress. Our areas of focus for human capital management are:

Health and Safety

Safety is our number one core value and highest operational priority. Our pilots, maintenance technicians and support personnel are committed to our mission to provide safe, efficient and reliable aviation services. We initiated our industry-leading safety program, Target Zero, and are one of three founding members of HeliOffshore, an organization dedicated to collaboration across the offshore helicopter industry to improve safety around the world.

We believe in keeping everyone safe and well, which includes doing our part to safeguard our physical and mental well- being. We currently have global resources in place to support mental health including an employee well-being portal that provides information and support channels for navigating stress and access to counseling and mental health professionals for all our employees around the world.

Training and Development

We are committed to elevating our employees. All of our employees are required to take periodic trainings that promote the commitment to our core values: safety, integrity, passion, teamwork and progress. Our pilots and mechanics are required to take the latest trainings to ensure they are equipped to operate our aircraft with the best knowledge and experience. Our licensed professionals are afforded the opportunity for continuing education in their fields of expertise.

Diversity and Inclusion

We are committed to attracting and retaining high-performing employees through a diverse talent base and evaluating and promoting throughout our organization based on skills and performance. This is reinforced through our policy under our COBI to provide equal opportunity for everyone in recruiting, hiring, developing, promoting and compensating without regard to race, color, religion, sex, sexual orientation, national origin, citizenship, age, marital status, veteran status or disability. Further, we have taken various steps to support our commitment to diversity including requiring all employees to undertake annual unconscious bias and inclusivity training and working to expand our diverse talent pool. Our workforce is represented by approximately 41 nationalities globally, approximately 23% of our U.S. employees are veterans and approximately 19% of our workforce are women, with 37% serving in management level roles and with half of our executive management team represented by women. In addition, our workforce includes racial and ethnic diversity across our global operations.

Compensation and Benefits

We offer competitive market-based compensation and benefits for the markets in which we operate. Competitive programs are critical to the well-being of our employees and their families, as well as retention and business continuity. Global benefit offerings include major medical, life, retirement/pension, employee well-being support akin to employee assistance programs in addition to local offerings that vary by country market.

As of December 31, 2022, we employed 3,138 individuals, including 808 pilots and 804 mechanics. We consider our relations with our employees to be good.


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As of December 31, 2022, approximately 56% of our employees were covered by union or other collective bargaining agreements. Negotiations over annual salary or other labor matters could result in higher personnel or other costs or increased operational restrictions or disruptions. Furthermore, a failure to reach an agreement on certain key issues could result in strikes, lockouts or other work stoppages.

Board of Directors and Director Independence

The business and affairs of the Company are managed under the direction of the Board. Currently, the Company’s Board is comprised of eight directors. Our Bylaws provide that the Board will consist of not less than three and not more than fifteen directors. In connection with the recommendation of the ESG Committee, the Board has nominated all of the current directors for re-election at the Meeting.

During Transition Year Ended 2022, the Board held five meetings. Each of the directors attended at least 91.7% of the combined total meetings of the full Board and each of the committees on which he or she served, in each case, during the portion of Transition Year Ended 2022 in which he or she served as a member of the Board. Although the Company does not have a formal policy requiring Board members to attend each Annual Meeting of Stockholders, it is encouraged, and all of the Board members attended the 2022 Annual Meeting of Stockholders. We facilitate director attendance at each Annual Meeting of Stockholders by scheduling such meetings in conjunction with regular Board and committee meetings.

A majority of the Company’s current directors are independent, non-employee directors, and this will continue to be the case should all the director nominees be elected at the Meeting. The Board has made the affirmative determination that each of General Miller, Ret. and Messrs. Brass, Kern, Manzo, Mickelson, Pucillo and Truelove are independent as such term is defined by the applicable rules and regulations of the NYSE. Additionally, each of these directors meets the categorical standards for independence established by the Board (the “Bristow Categorical Standards”). A copy of the Bristow Categorical Standards is available on the Company’s website at www.bristowgroup.com by clicking “Investors,” then “Governance” and then “Governance Documents” (entitled Director Independence Standards). The Company’s website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Proxy Statement.

The schedule of Board meetings is made available to directors in advance along with the agenda for each meeting so that they may review and request changes. Directors also have access to management at all times and regularly communicate informally with management on an assortment of topics.

Majority Voting

Our Bylaws provide that a director who fails to receive a majority of votes cast at an Annual Meeting of Stockholders must tender his or her resignation (assuming that the election is uncontested). Under our Bylaws, each nominee who is a current director is required to submit an irrevocable resignation, which resignation would become effective only upon (1) that person not receiving a majority of the votes cast in an uncontested election and (2) acceptance by the Board of that resignation in accordance with the policies and procedures adopted by the Board for such purpose. The Board, acting on the recommendation of the ESG Committee, is required to determine whether or not to accept the resignation not later than 90 days following certification of the stockholder vote, and the Board is required to accept the resignation absent a determination that a compelling reason exists for concluding that it is in the best interests of the Company for the person in question to remain as a director.


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Board Leadership Structure

The Board believes that there is no single organizational model that would be most effective in all circumstances and that it is in the best interests of the Company and its stockholders for the Board to retain the authority to modify its leadership structure to best address the Company’s circumstances from time to time. The Board believes that the most effective leadership structure for the Company at the present time is to separate the positions of Chairman and Chief Executive Officer. Separating these positions allows the Chief Executive Officer to focus on the full-time job of running the Company’s business, while allowing the Non-Executive Chairman to lead the Board in its fundamental role of providing advice to, and maintaining independent oversight of, management. The Board believes this structure recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as the Company’s Non-Executive Chairman, particularly as the Board’s oversight responsibilities continue to grow and demand more time and attention.

In addition to the role that the Non-Executive Chairman has with regard to the Board, the chair of each of the three wholly independent key committees of the Board (Audit Committee, Compensation Committee and ESG Committee) and each individual director is responsible for helping to ensure that meeting agendas are appropriate and that sufficient time and information are available to address issues the directors believe are significant and warrant their attention. Each director has the opportunity and ability to request agenda items, information and additional meetings of the Board or of the independent directors.

The Board has adopted significant processes designed to support the Board’s capacity for objective judgment, including executive sessions of the independent directors at Board meetings, independent evaluation of, and communication with, members of senior management, and annual self-evaluation of the Board, its committees, and its leadership. These and other critical governance processes are reflected in the Corporate Governance Guidelines and the various Committee Charters that are available on the Company’s website at www.bristowgroup.com. The Board has also provided mechanisms for stockholders to communicate in writing with the Non-Executive Chairman of the Board, with the non-employee and/or independent directors, and with the full Board on matters of significance. These processes are also outlined in the Section of this Proxy Statement entitled “Communication with the Board or Independent Directors.”

Executive Sessions

The Company’s Corporate Governance Guidelines provide that the Company’s non-management directors shall meet periodically in executive session without any management participation. In addition, if any of the non-management directors are not independent under the applicable rules of the NYSE, then the independent directors will meet separately at least once per year without the presence of the non-independent director, and at other times as necessary. Committees of the Board may also meet in executive session without the presence of any non-independent director as deemed appropriate.


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Committees of the Board of Directors

The Board has established three standing committees: (i) Audit, (ii) Compensation and (iii) Environmental, Social, and Governance. Each of the committees operates under a written charter that has been posted on the Company’s website at www.bristowgroup.com by clicking “Investors,” then “Governance” and then “Governance Documents”. The website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Proxy Statement. The charter of each committee is also available free of charge on request to our Corporate Secretary at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042. The members and chairperson for each committee set forth below were the same at the end of Transition Year Ended 2022.

Board Committees


Independent Directors	Audit	Compensation	ESG

Lorin L. Brass		l	l
Wesley E. Kern	l	p
Robert J. Manzo	l		p
G. Mark Mickelson
General Maryanne Miller, Ret.		l
Christopher Pucillo		l	l
Brian D. Truelove	p«		l


p			Committee Chair
l			Committee Member
«			Audit Committee Financial Expert


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Audit Committee

The Audit Committee met three times during Transition Year Ended 2022 and is currently comprised of Messrs. Kern, Manzo and Truelove. Mr. Truelove is the Chair of the Audit Committee, and he maintained frequent communication with the other members of the Audit Committee as well as the Company’s Non-Executive Chairman and Chief Executive Officer regarding matters relevant to the Audit Committee. The Board has determined that Mr. Truelove is an “audit committee financial expert” for purposes of the rules of the SEC and that each other member of the Audit Committee is financially literate as required under the NYSE standards. In addition, the Board determined that each member of the Audit Committee is independent, as defined by the rules of the NYSE, Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance with the Bristow Categorical Standards. The Audit Committee is expected to meet at least quarterly.

Committee Function. The Audit Committee assists the Board in fulfilling its responsibility to oversee, among other things:

•the conduct and integrity of management’s execution of the Company’s financial reporting to any governmental or regulatory body, the public or other users thereof;

•the qualifications, engagement, compensation, independence and performance of the Company’s independent auditors, its conduct of the annual audit and its engagement for any other services;

•the Company’s systems of internal accounting and financial and disclosure controls, the annual independent audit of the Company’s financial statements and the integrated audit of internal controls over financial reporting;

•risk management and controls, which includes assisting management with identifying and monitoring risks or exposures, assessing the steps management has taken to minimize such risks and overseeing the Company’s underlying guidelines and policies with respect to risk assessment and risk management;

•the Company’s ESG disclosures and the adequacy and effectiveness of internal controls related to such disclosures, and to coordinate with the ESG Committee with respect to such matters;

•the processes for handling complaints relating to accounting, internal accounting controls and auditing matters;

•the Company’s legal and regulatory compliance;

•review of certain material agreements that require approval of the Board pursuant to the Company’s Delegation of Authority, which is reviewed and approved annually by the Board;

•any code of business conduct and ethics applicable to directors and senior officers, including any waivers under such code; and

•the preparation of the audit committee report required by SEC rules to be included in the Company’s annual proxy statement.

The Audit Committee’s role is one of oversight. Management is responsible for preparing the Company’s financial statements, and the independent auditors are responsible for auditing those financial statements. Management and the independent auditors have more time, knowledge and detailed information about the Company than Audit Committee members. Consequently, in carrying out its oversight responsibilities, the Audit Committee will not provide any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent auditors’ work.


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Compensation Committee

The Compensation Committee is currently comprised of General Miller, Ret. and Messrs. Brass, Kern and Pucillo. Mr. Kern is the Chair of the Compensation Committee. The Compensation Committee met four times during Transition Year Ended 2022 and, in addition, the Chair of the Compensation Committee maintained frequent communication with the other members of the Compensation Committee as well as the Company’s Non-Executive Chairman and Chief Executive Officer regarding compensation matters. The Board has determined that each member of the Compensation Committee is independent, as defined by the rules of the NYSE, Section 10C-1 of the Exchange Act, and in accordance with the Bristow Categorical Standards. In addition, the members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

Committee Function. The Compensation Committee, among other things:

•reviews and makes recommendations to the Board for approval of corporate goals and annual performance objectives relevant to executive compensation;

•reviews, together with the Company’s independent directors, and makes recommendations to the Board for approval of compensation for the Chief Executive Officer and other members of the executive leadership team;

•evaluates officer compensation plans, policies and programs;

•reviews and approves, together with the Company’s independent directors, benefit plans;

•approves, together with the Company’s independent directors, all grants of equity awards and administers the Company’s incentive plans;

•reviews and discusses with management the Company’s Compensation Discussion and Analysis and prepares a report on executive compensation to be included in the Company’s Annual Report on Form 10-K and proxy statement;

•determines stock ownership guidelines for the Chief Executive Officer and other officers at the Vice President level or higher and monitors compliance with such guidelines;

•reviews the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, reviews and discusses the relationship between risk management policies and practices and compensation, and evaluates compensation policies and practices that could mitigate any such risk;

•annually evaluates the independence of any advisors retained by the Compensation Committee; and

•reviews and recommends to the Board for approval the frequency with which the Company will conduct an advisory stockholder vote on executive compensation required by Section 14A of the Exchange Act.

The Chair of the Compensation Committee sets the agenda for meetings of the Compensation Committee. The meetings are attended by the Chief Executive Officer, the Chief Financial Officer, the Chief Administrative Officer and the General Counsel, if requested. The Compensation Committee meets at least annually with the Chief Executive Officer to discuss and review the performance criteria and compensation levels of members of the executive leadership team. At each meeting, the Compensation Committee has the opportunity to meet in executive session. The Chair of the Compensation Committee reports the Compensation Committee’s recommendations regarding compensation of members of the executive leadership team to the full Board. The Compensation Committee has the sole authority to retain, obtain the advice of and terminate any compensation consultants, independent legal counsel or other advisors to assist the Compensation Committee in its discharge of its duties and responsibilities, including the evaluation of executive officer compensation.


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Compensation Committee Interlocks and Insider Participation. During Transition Year Ended 2022, no member of the Compensation Committee was, and no member of the Compensation Committee currently is, an officer or employee of the Company. During Transition Year Ended 2022, none of the Company’s executive officers served as a director or member of the compensation committee of any other entity whose executive officers serve on the Board or the Compensation Committee. During Transition Year Ended 2022, no member of the Compensation Committee had a relationship that must be described under the SEC rules relating to disclosure of related person transactions.

Environmental, Social, and Governance Committee

The ESG Committee met three times during Transition Year Ended 2022. The ESG Committee is currently comprised of Messrs. Brass, Manzo, Pucillo and Truelove. Mr. Manzo is the Chair of the ESG Committee. The Board has determined that each member of the ESG Committee is independent, as defined by the rules of the NYSE and in accordance with the Bristow Categorical Standards.

Committee Function. The ESG Committee assists the Board with, among other things:

•overseeing environmental and social responsibility matters as they pertain to the Company’s business and long-term strategy, and identifying and bringing to the attention of the full Board emerging ESG trends, human capital management, including a sustainable and diverse workforce, regulatory developments or public policy trends that affect the Company’s activities, stakeholders, reputation and corporate citizenship;

•reviewing periodically and receiving updates on the Company’s ESG programs and policies, and the Company’s progress and performance against sustainability goals and metrics;

•identifying, screening and reviewing individuals qualified to serve as directors, recommending to the Board candidates for election or re-election at the Company’s next annual meeting of stockholders and to fill vacancies on the Board;

•reviewing annually the Board’s committee structure, recommending to the Board directors to serve as members and chairpersons of each committee and recommending to the Board designation of audit committee financial experts;

•developing, recommending to the Board, and overseeing implementation of modifications, as appropriate, to the Company’s policies and procedures for identifying and reviewing candidates for the Board, including policies and procedures relating to candidates for the Board submitted for consideration by stockholders;

•reviewing the composition of the Board as a whole, including whether the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity and other desired qualities;

•reviewing periodically the size of the Board and each committee and recommending any appropriate changes;

•developing and overseeing implementation of a Company orientation program for new directors and a continuing education program for current directors;

•monitoring the practices of the Board and the executive leadership team to ensure compliance with the Company’s Corporate Governance Guidelines and principles;

•reviewing and approving potential conflict of interest matters involving the directors, the Chief Executive Officer and other members of the executive leadership team;

•evaluating non-employee director compensation plans, policies and programs;


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•overseeing the annual self-evaluation process of the Board based on objective criteria, including performance of the business, accomplishment of long-term strategic objectives and development of management, among other things; and

•reviewing on a regular basis, the overall corporate governance of the Company and recommending to the Board improvements when necessary.

The ESG Committee has the power to retain outside counsel, director search and recruitment consultants or other experts, and the ESG Committee will receive appropriate funding from the Company, as determined by the ESG Committee, to engage such advisors.

Sustainability. The ESG Committee works in cooperation with management to regularly assess the Company’s strategy, programs, and policies in light of the evolving public policy landscape with respect to sustainability-related matters. The ESG Committee’s oversight responsibilities include, among other things, (i) the Company’s ESG strategy, programs, and policies; (ii) strategic response to stakeholder expectations and concerns regarding sustainability and climate-related risks and opportunities; (iii) climate-related public policy trends and regulatory matters; (iv) the Company’s social responsibility programs and policies, including human capital management; and (v) input to the Company’s annual reporting and disclosure regarding sustainability.

Selection of Nominees for the Board of Directors. To fulfill its responsibility to recruit and recommend to the full Board nominees for election as directors, the ESG Committee reviews the composition of the full Board to determine the qualifications and areas of expertise needed to further enhance the composition of the Board and works with management in attracting candidates with those qualifications. In identifying new director candidates, the ESG Committee seeks advice and names of candidates from members of the ESG Committee, other members of the Board, members of management and other public and private sources. The ESG Committee, in formulating its recommendation of nominees for election as directors, considers each individual’s personal qualifications and how such personal qualifications effectively address the perceived then-current needs of the Board. Appropriate personal qualifications and criteria for membership on the Board include the following:

•experience investing in and/or guiding complex businesses as an executive leader or as an investment professional within an industry or area of importance to the Company;

•proven judgment and competence, substantial accomplishments, and prior or current association with institutions noted for their excellence;

•diversity as to business experiences, educational and professional backgrounds and gender, race and ethnicity;

•complementary professional skills and experience addressing the complex issues facing a multifaceted international organization; and

•an understanding of the Company’s business, operations and the environment in which it operates.

After the ESG Committee completes its evaluation, it presents its recommendations to the Board for consideration and approval. Having evaluated the Board candidates set forth below under Proposal 1 pursuant to these processes and criteria, the ESG Committee recommended, and the Board determined to nominate, each of the incumbent directors named below for re-election.


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Key Skills and Experience


Senior Leadership
Aviation or Logistics Management
Oil and Gas Industry
International Business
Finance, Accounting, or Legal
Technology/Cybersecurity
Government Affairs/Contracting
Public Company Governance
Strategic Planning
Mergers and Acquisitions
Risk Management

Age and Tenure

59.5 years

Average
Age

3.5 years

Average Tenure


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Director and Executive Officer Succession. The Board is responsible for overseeing the succession plan process for each of the Company’s senior executive officers, the Board and the Chairman of the Board. Furthermore, the Corporate Governance Guidelines mandate that the Board shall, not less often than annually and on a more frequent basis as may be desired, review the qualities and characteristics necessary for the position of the Company’s chief executive officer. The Board shall, not less often than annually and on a more frequent basis as may be desired, review the development and progression of potential internal candidates against those standards.

Stockholder Recommendations. The ESG Committee will consider director candidates suggested by the Company’s stockholders provided that the recommendations are made in accordance with the same procedures required under our Bylaws for nomination of directors by stockholders. For instance, stockholder nominations must comply with the notice provisions described under “Stockholder Proposals for 2023 Annual Meeting” below. Stockholder nominations that comply with these procedures and that meet the criteria outlined therein will receive the same consideration that the ESG Committee’s nominees receive. The Company will report any material change to this procedure in an appropriate filing with the SEC and will make any such changes available promptly on the SEC Filings section of the Company’s website at www.bristowgroup.com. There have been no material changes to these procedures since the Company last provided this disclosure.

Citizenship Requirements. Our Bylaws provide that at least two-thirds of our Board must be citizens of the United States within the meaning of the Federal Aviation Act of 1958, as amended. Our Bylaws provide that a person who is not a citizen of the United States is not eligible for nomination or election as a director if such person’s election, together with the election of any incumbent directors that are not U.S. citizens and are candidates for election as Directors at the same time, would cause less than two-thirds of the Company’s directors to be citizens of the United States. Of the eight director nominees proposed by our Board for election at the Meeting, all (or more than two-thirds) are citizens of the United States within the meaning of the Federal Aviation Act of 1958, as amended.

Communications with the Board or Independent Directors

Our Board welcomes the opportunity to hear from interested parties and proactively engages with our stockholders on matters of interest such as executive compensation, ESG matters and Company strategy. The independent directors have established procedures for handling communications and directed the Corporate Secretary to act as their agent in processing any communications received. All communications should be delivered in writing addressed to our Corporate Secretary at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042. The correspondence should be addressed to the appropriate party, namely: (i) Bristow Group Inc. - Board of Directors; (ii) Bristow Group Inc. - Audit Committee; (iii) Bristow Group Inc. - Compensation Committee; (iv) Bristow Group Inc. - Environmental, Social, and Governance Committee; or (v) the individual director designated by full name or position as it appears in the Company’s most recent proxy statement. All communications that relate to matters that are within the scope of the responsibilities of the Board and its committees will be forwarded to the ESG Committee for evaluation and further action. Communications that relate to matters that are within the responsibility of one of the Board committees will be forwarded to the chairperson of the appropriate committee. Communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities will be sent to the appropriate executive.

The Audit Committee has established procedures for (i) the receipt, retention, and treatment of complaints, reports and concerns regarding accounting, internal accounting controls, or auditing matters and (ii) the confidential, anonymous submission of complaints, reports and concerns by employees regarding questionable accounting or auditing matters. Information related to these procedures is included in our Code of Business Integrity, which is available on the Company’s website at www.bristowgroup.com by clicking “Investors,” then “Governance” and then “Governance Documents”. Such complaints, reports or concerns may be communicated anonymously and confidentially to the Company’s Chief Compliance Officer, General Counsel or the Chair of the Audit Committee through NAVEX Global, the Company’s third-party hotline provider. Those wishing to report concerns may do so by telephone ((888) 840-4147) or online (https://


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BristowGroup.TNWReports.com). Complaints received are logged and tracked by the Chief Compliance Officer and the General Counsel or his or her designee, investigated, and communicated to the Chair of the Audit Committee. Both our Code of Business Integrity and the Reporting Concerns and Nonretaliation Policy reflect Section 806 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), which prohibits the Company from retaliating against any person who, in good faith, submits an accounting or auditing complaint, report or concern or provides assistance in the investigation or resolution of such matters.

The ESG Committee proposes nominees for director and acts pursuant to its charter, which is posted on our website, www.bristowgroup.com, under the “Governance” caption. It is the policy of the ESG Committee to consider director candidates recommended by our employees, directors, stockholders, and others, including search firms. The ESG Committee has sole authority to retain and terminate any search firm used to identify candidates for director and has sole authority to approve the search firm’s fees and other retention terms.

A stockholder who wishes to recommend a director for nomination must follow the procedures set forth below for nominations to be made directly by a stockholder. In addition, the stockholder should provide such other information as such stockholder may deem relevant to the ESG Committee’s evaluation. All recommendations, regardless of the source of identification, are evaluated on the same basis as candidates recommended by our directors, chief executive officer, other executive officers, third-party search firms or other sources.

Our Bylaws permit stockholders to nominate directors for election at an Annual Meeting of Stockholders regardless of whether such nominee is submitted to and evaluated by the ESG Committee. To nominate a director using this process, the stockholder must follow procedures set forth in our Bylaws. Those procedures require a stockholder wishing to nominate a candidate for director at next year’s Annual Meeting of Stockholders to give us written notice not earlier than the close of business on the 120th day prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders and not later than the close of business on the 90th day prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders. However, if the date of the Annual Meeting of Stockholders is more than 30 days before or more than 60 days after such anniversary date, notice is required not earlier than 120 days prior to the Annual Meeting of Stockholders and not later than the later of 90 days prior to the Annual Meeting of Stockholders or the 10th day after we publicly disclose the meeting date. The notice to our Corporate Secretary must include the following:

•The nominee’s name, age and business and residence addresses;

•The nominee’s principal occupation or employment;

•The class and number of our shares, if any, owned by the nominee;

•The name and address of the stockholder as they appear on our books;

•The class and number of our shares owned by the stockholder as of the record date for the Annual Meeting of Stockholders (if this date has been announced) and as of the date of the notice;

•A representation that the stockholder intends to appear in person or by proxy at the Annual Meeting of Stockholders to nominate the candidate specified in the notice;

•A description of all arrangements or understandings between the stockholder and the nominee; and

•Any other information regarding the nominee or stockholder that would be required to be included in a proxy statement relating to the election of directors, including the specific experience, qualifications, attributes or skills that led the stockholder to believe that the person should serve as a director.


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In addition, our Bylaws require that a nominee for election or re-election must deliver to our Corporate Secretary an irrevocable letter of resignation pursuant to our majority vote policy described in more detail above as well as a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made and make certain representations and agreements.

Our Bylaws provide that at least two-thirds of our Board must be citizens of the United States within the meaning of the Federal Aviation Act of 1958, as amended. Our Bylaws provide that a person who is not a citizen of the United States is not eligible for nomination or election as a director if such person’s election, together with the election of any incumbent directors that are not U.S. citizens and are candidates for election as Directors at the same time, would cause less than two-thirds of the Company’s directors to be citizens of the United States. Of the eight director nominees proposed by our Board for election at the Meeting, all (or more than two-thirds) are citizens of the United States within the meaning of the Federal Aviation Act of 1958, as amended.

Risk Oversight

The Company’s results of operations, financial condition and cash flows can be adversely affected by risk. The management of risk is central to the success of the Company and requires the involvement of the Board, officers and employees, all of whom are entrusted to develop a balanced and prudent approach to risk.

The Company has developed and implemented operational controls designed to identify and mitigate risk associated with its financial decisions, operations, legal, compliance, business development, information technology systems, cybersecurity, data privacy and security controls, changing business conditions and initiation of new business lines. The Chief Executive Officer, with the assistance of the other members of the executive leadership team, is responsible for, among other risk management measures:

•implementing measures designed to ensure the highest standard of safety for personnel, information technology systems and data security, the environment and property in performing the Company’s operations;

•obtaining appropriate insurance coverage; and

•evaluating and identifying risk related to the Company’s capital structure in light of a rigorous assessment of its business activities.

The Board has reviewed and evaluated, and expects to routinely review and evaluate, its risk profile to ensure that the measures implemented by management are adequate to execute and implement the Company’s strategic objectives. Issues related to risk are regularly discussed by the Chief Executive Officer and the rest of the executive leadership team with members of the Board both through informal communications, such as email and in-person meetings, and during formal Board meetings. Executive leadership makes a formal presentation to the Board regarding risk management issues at least once per year. Several Board members are familiar with the risks associated with the types of assets managed and owned by the Company and routinely engage in a dialogue with the Chief Executive Officer and appropriate members of executive leadership regarding such risks.

The Audit Committee, together with executive leadership, works to respond to recommendations from internal and external auditors and supervisory authorities regarding the Company’s compliance with internal controls and procedures and other factors that could interfere with the successful implementation of the Company’s strategic plan. The Audit Committee also reviews the adequacy of the Company’s risk management policies and procedures and meets with the Chief Financial Officer, the General Counsel and the Chief Compliance Officer to consider recommendations regarding policies related to risk management. In addition, executive leadership works closely with the General Counsel and the Chief Compliance Officer to facilitate compliance with foreign and domestic laws and regulations.


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The ESG Committee, together with executive leadership, works to respond to stakeholder expectations and concerns regarding sustainability and climate-related risks and opportunities.

The Company has established an Enterprise Risk Committee and a Compliance Committee to oversee risk management and compliance activities as a means of bringing issues to the attention of senior management. Responsibilities for risk management and compliance are distributed throughout various functional areas of the business. Both the Enterprise Risk Committee and the Compliance Committee assist with the preparation of a report to the Audit Committee at least twice a year regarding the Company’s cybersecurity and data privacy risks and the technologies, policies, processes, controls and practices for managing and mitigating such risks, including the quality and effectiveness of the Company’s information technology systems and processes.

The Company is in the process of seeking ISO 27001 certification for our U.K. SAR bases and our corporate headquarters. ISO 27001 certification is globally recognized as one of the highest standards of compliance and controls for information security management systems.

The Board believes that executive leadership’s procedures, combined with Board, Audit Committee, ESG Committee, Compliance Committee, and Enterprise Risk Management Committee oversight, enable the Company to properly and comprehensively assess risk from both an enterprise-wide and departmental perspective, thereby managing and observing the most substantive risks at each level within the Company.

Code of Business Conduct and Ethics

Our Board has adopted a set of Corporate Governance Guidelines, a Code of Business Integrity for directors and employees and a Supplemental Code of Ethics (collectively, our “Code”). A copy of each of these documents, along with the charters of each of the committees described above, is available on the Company’s website at www.bristowgroup.com by clicking “Investors,” then “Governance” and then “Governance Documents” and is also available to stockholders in print without charge upon written request to our Corporate Secretary at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042.

Our Code applies to all directors and employees, including the Chief Executive Officer, the Chief Financial Officer and all senior financial officers. Our Code covers topics including, but not limited to, conflicts of interest, insider trading, competition and fair dealing, discrimination and harassment, international trade regulations, confidentiality, compliance procedures and employee complaint procedures. Our Board periodically reviews and revises our Code, as it deems appropriate.


Bristow Group Inc.			21			2023 Proxy Statement

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board currently consists of eight directors. The term of office of all of our present directors will expire no later than the day of the Meeting upon the election of their successors. The directors elected at the Meeting will serve until their respective successors are elected and qualified or until their earlier death, resignation or removal.

Unless authority to do so is withheld by the stockholder, each proxy executed and returned by a stockholder will be voted for the election of the nominees hereinafter named. Directors having beneficial ownership derived from presently existing voting power of approximately 1.3% of our Common Stock as of the Record Date have indicated that they intend to vote for the election of each of the nominees named below. If any nominee withdraws or for any reason is unable to serve as a director, the persons named in the accompanying proxy either will vote for such other person as our Board may nominate or, if our Board does not so nominate such other person, will not vote for anyone to replace the nominee. Except as described below, our management knows of no reason that would cause any nominee hereinafter named to be unable to serve as a director or to refuse to accept nomination or election.

Vote Required

Directors will be elected by a plurality of the shares of Common Stock represented in person or by proxy at the Meeting and voting on the matter. However, all nominees have submitted an irrevocable letter of resignation conditional on (i) such nominee’s failure to receive a majority of votes cast and (ii) acceptance of such resignation by the Board. If you do not wish your shares to be voted for any particular nominee, please identify any nominee for whom you “withhold authority” to vote on the enclosed proxy card or when voting by Internet or telephone. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Recommendation

Our Board unanimously recommends that stockholders vote FOR the election to our Board of each of the nominees named below.

Information Concerning Nominees

Our present Board proposes for election the following eight nominees for director. Each of the nominees named below is currently a director of the Company. All nominees for director are nominated to serve one-year terms until the 2024 Annual Meeting of Stockholders and until his or her successor is elected and qualified, unless ended earlier due to his or her death, resignation, disqualification or removal from office.


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PROPOSAL 1			TABLE OF CONTENTS			1

Director Nominees

We have provided information below about our nominees, including their age, citizenship and business experience for at least the past five years, including service on other boards of directors. We have also included information about each nominee’s specific attributes, experience or skills that led our Board to conclude that he or she should serve as a director on our Board in light of our business and structure. Unless we specifically note below, no corporation or organization referred to below is a subsidiary or other affiliate of Bristow Group Inc.

Christopher S. Bradshaw

Age: 46

Nationality: American

Board: since 2015

Principal Occupations

BRISTOW GROUP INC.

President and Chief Executive Officer

since June 2020

ERA GROUP INC.

President and Chief Executive Officer

November 2014 – June 2020

Acting Chief Executive Officer

August 2014 – November 2014

Chief Financial Officer

October 2012 – September 2015

U.S. CAPITAL ADVISORS LLC

(independent financial advisory firm

co-founded by Mr. Bradshaw)

Managing Partner and Chief Financial Officer

2009 – 2012

UBS SECURITIES LLC

Energy investment banker

MORGAN STANLEY & CO.

Energy investment banker

PAINEWEBBER INCORPORATED

Energy investment banker

Directorships

OTHER LEADERSHIP AND SERVICE

HeliOffshore

since 2014

Small Steps Nurturing Center

since 2018

Development Committee

The National Ocean Industries Association (NOIA)

since 2021

Executive Committee

Key Skills and Experience

Senior Leadership

Aviation or Logistics Management

Finance, Accounting
or Legal


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Lorin L. Brass

INDEPENDENT

Age: 69

Nationality: American

Board: since 2020

Compensation: since 2020

ESG: since 2020

Principal Occupations

ROYAL DUTCH SHELL

SHELL OIL COMPANY

Senior Advisor of Business Development

Director of Global Business Development, Shell International Exploration & Production

Production Superintendent, Gulf of Mexico Coastal Division

Engineering Manager, West Coast Division

Sr. Manager, Corporate Strategy and Planning

Directorships

PRIVATE COMPANIES

Rausch Companies Inc.

Chairman, since March 2015

OTHER LEADERSHIP AND SERVICE

Abbey of the Hills

Finance Committee

Chairman of the Governance Committee

since 2018

Brass Family Foundation

Chairman, since 2004

Lennox Area Community Foundation

since 2020

Lincoln Conservation District

since 2008; Chairman, since 2012

MHCH Foundation

since 2006

South Dakota Mines Alumni Association

2018 – 2021; President, 2018 – 2021

South Dakota Mines Foundation

2007 – 2019; Chairman, 2010 – 2017

South Dakota Investment Council

2014 – 2019; Chairman, 2018 – 2019

Key Skills and Experience

Oil and Gas Industry

International Business

Technology/Cybersecurity

Wesley E. Kern

INDEPENDENT

Age: 56

Nationality: American

Board: since 2020

Audit: since 2020

Compensation: since 2020

Principal Occupations

IMPROVE ONE, LLC

Director

since 2019

LOBO LEASING LIMITED

Executive Vice President and Chief Financial Officer

2014 – 2018

US POWER GENERATING COMPANY

Senior Vice President, Finance

Vice President, Mergers and Acquisitions

2006 – 2013

NEXTRISE FINANCIAL STRATEGIES, LLC

President

since 2019

Directorships

PRIVATE COMPANIES

Mile High Labs International, Inc.

since August 2020

FORMER DIRECTORSHIPS

All in Behavioral Health

Meridian Solar, Inc.

Key Skills and Experience

Aviation or Logistics Management

Finance, Accounting
or Legal

Offshore Wind/Renewables


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Robert J. Manzo

INDEPENDENT

Age: 65

Nationality: American

Board: since 2020

Audit: since 2022

ESG: since 2020

Principal Occupations

RJM I, LLC

Founder and Managing Member

since 2005

FTI Consulting, Inc.

Senior Managing Director

2000 – 2005

POLICANO & MANZO, LLC

(financial consulting firm co-founded by Mr. Manzo

that was sold to FTI Consulting, Inc. in 2000)

Directorships

PUBLIC COMPANIES

Visteon Corporation

Audit Committee

Chairman since 2016

Corporate Sustainability and Governance Committee

Chairman since 2012

ADVANZ Pharma Corp.

2019 – 2021

PRIVATE COMPANIES

Angler Club

since 2023

Star Struck LLC

since 2010

Ocean Reef Club

Chairman, 2019 – April 2021

Key Skills and Experience

Finance, Accounting
or Legal

Public Company Governance

Mergers and Acquisitions

G. Mark Mickelson

INDEPENDENT

Age: 57

Nationality: American

Board: since 2020

Chairman: since 2020

Principal Occupations

MICKELSON & COMPANY, LLC

(financial consulting firm founded by

Mr. Mickelson)

President

since 2005

SOUTH DAKOTA HOUSE OF REPRESENTATIVES

Speaker, 2017 – 2018

Speaker pro Tempore, 2015 – 2016

Member, 2012 – 2016

Directorships

PRIVATE COMPANIES

ISG

Audit Committee

since January 2020

PUBLIC COMPANIES

Meta Financial Group, Inc.

Audit Committee; Board Loan Committee

1997 – 2006

OTHER LEADERSHIP AND SERVICE

South Dakota Community Foundation

USD Foundation

Sioux Falls Area Chamber of Commerce Board

Sioux Falls Development Foundation

South Dakota Board of Economic Development

Key Skills and Experience

Finance, Accounting
or Legal

Government Affairs/ Contracting

Public Company Governance


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General Maryanne Miller, Ret.

INDEPENDENT

Age: 64

Nationality: American

Board: since 2021

Compensation: since 2021

Principal Occupations

U.S. AIR FORCE

Four-Star General, Retired

Commander of Air Mobility Command

Commander of the Air Force Reserve

Air Component for U.S. Transportation Command

Command pilot (more than 4,800 flying hours in numerous aircraft)

NEW VISTA ACQUISITION CORP.

Advisor

FREEDOM LIFT INNOVATIONS

Advisor

VETERANS JUSTICE COMMISSION

Member

Directorships

OTHER LEADERSHIP AND SERVICE

Board of Trustees for Manhattan College

Member

Leaven Kids

Board Vice President

Key Skills and Experience

Aviation or Logistics Management

Government Affairs/ Contracting

Advanced Air Mobility

Christopher Pucillo

INDEPENDENT

Age: 55

Nationality: American

Board: since 2020

Compensation: since 2020

ESG: since 2020

Principal Occupations

SOLUS ALTERNATIVE ASSET MANAGEMENT LP

(asset management firm founded by

Mr. Pucillo)

Managing Partner and Chief Executive Officer / Chief Investment Officer

since 2007

STANFIELD CAPITAL PARTNERS

Partner/Head of Hedge Funds

2002 – 2007

Partner/Head of Trading

2000 – 2002

MORGAN STANLEY

Head of High Yield Loan Trading

1996 – 2000

Directorships

OTHER LEADERSHIP AND SERVICE

Telluride Foundation

Visiting Nurse Association

Western Golf Association

Key Skills and Experience

Finance, Accounting
or Legal

Strategic Planning

Mergers and Acquisitions


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Brian D. Truelove

INDEPENDENT

Age: 64

Nationality: American

Board: since 2020

Audit: since 2020

ESG: since 2020

Principal Occupations

HESS CORPORATION

Senior Vice President, Global Services

Chief Information Officer (CIO), Chief Technology Officer (CTO) and Head of Supply Chain / Logistics

2011 – 2018

Senior Vice President, Global Offshore Business

Senior Vice President, Global Drilling and Completions

ROYAL DUTCH SHELL

Senior Vice President for the Abu Dhabi National Oil Company/NDC on secondment from Shell

Head of Global Deepwater Drilling and Completions

1980 – 2010

Directorships

PUBLIC COMPANIES

Expro Group Holdings N.V.

Audit Committee

since 2018

ESG Committee

Chairman since 2021

Key Skills and Experience

Oil and Gas

Risk Management

Technology/Cybersecurity


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EXECUTIVE OFFICERS OF THE REGISTRANT

Under our Bylaws, our Board elects our executive officers annually. Each executive officer remains in office until that officer ceases to be an officer or his or her successor is elected. There are no family relationships among any of our executive officers. As of the close of business on April 10, 2023, our executive officers were as follows:


Name	Age	Position Held with Registrant

Christopher S. Bradshaw	46	President and Chief Executive Officer
Alan Corbett	65	Chief Operating Officer, Government Services
Elizabeth Matthews	53	Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary
Stuart Stavley	50	Chief Operating Officer, Offshore Energy Services
David F. Stepanek	57	Executive Vice President, Chief Transformation Officer
Jennifer D. Whalen	49	Senior Vice President, Chief Financial Officer

Christopher S. Bradshaw has served as President and Chief Executive Officer of the Company, currently known as Bristow Group Inc. and previously known as Era Group Inc., since 2014. Mr. Bradshaw has been a Director of the Company since February 2015. He served as Chief Financial Officer of Era Group Inc. from October 2012 to September 2015. From 2009 until 2012, Mr. Bradshaw served as Managing Partner and Chief Financial Officer of U.S. Capital Advisors LLC, an independent financial advisory firm. Prior to co-founding U.S. Capital Advisors LLC, he was an energy investment banker at UBS Securities LLC, Morgan Stanley & Co., and PaineWebber Incorporated. Mr. Bradshaw serves on the board of directors of The National Ocean Industries Association (NOIA) and HeliOffshore. He graduated cum laude from Dartmouth College with a degree in Economics and Government.

Alan Corbett has served as our Chief Operating Officer, Government Services since February 2023. In this role, Mr. Corbett is responsible for overseeing all of the Company’s Government Services activity, including existing operations, new business, and emerging markets for areas such as the Company’s growing market share in the Search and Rescue sector, as well as Airnorth and Humberside airport. Previously, Mr. Corbett served as Senior Vice President, Europe, Africa, Middle East, Asia and Australia and Search and Rescue from June 2020 to February 2023. Mr. Corbett had served in a similar role at Old Bristow from June 2018 to June 2020. He previously served as Old Bristow’s Vice President, EAMEA from June 2017 to June 2018. Before that, he served as Old Bristow’s Region Director of the Europe Caspian Region from April 2015 to June 2017 and Region Director of the Europe Business Unit (EBU) from August 2014 to March 2015. Old Bristow filed for Chapter 11 bankruptcy protection in May 2019 in order to reorganize and emerged from bankruptcy in October 2019. Prior to joining Old Bristow in August 2014, Mr. Corbett worked since 1985 in a number of management positions with Baker Hughes Incorporated, including vice president positions in the Middle East, Asia Pacific and Africa, most recently serving as Vice President, Sub Sahara Africa.

Elizabeth Matthews has served as our Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary since December 2022. In this role, Ms. Matthews is responsible for legal, compliance, government affairs, insurance risk management, and contract review and management. Ms. Matthews has over 25 years of legal experience providing counsel across several different industries. Her broad legal expertise includes commercial, corporate, M&A, litigation, intellectual property, and compliance. Previously, she served as the Deputy Managing Director, Executive Vice


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President and General Counsel at TotalEnergies in the U.S., since 2013. Prior to TotalEnergies, Ms. Matthews spent 11 years in various legal positions at Chevron Corporation, as well as six years in private practice. She graduated cum laude from Yale University with a Bachelor of Arts in Humanities and History and received her Juris Doctor from Harvard Law School.

Stuart Stavley has served as our Chief Operating Officer, Offshore Energy Services since February 2023. In this role, Mr. Stavley has oversight of the Company’s offshore energy operations in all the regions where the Company operates around the world. In addition, Mr. Stavley has global oversight for operational shared services, which includes Safety, Standards, Supply Chain, and Fleet Management functions, among others. Mr. Stavley served as Senior Vice President, Global Fleet Management for the Company from June 2020 to February 2023. He previously served as Senior Vice President, Operations and Fleet Management for Era from 2014 to June 2020. Mr. Stavley served in numerous other positions since joining Era in 1993, including serving as Senior Vice President, Fleet Management from October 2012 to October 2014, as Vice President, Fleet Management from October 2010 to October 2012, as Director of Technical Services from September 2008 to October 2010, as Director of Maintenance from September 2005 to 2008, as Chief Inspector and as Field Aviation Maintenance Technician.

David F. Stepanek has served as our Executive Vice President, Chief Transformation Officer since February 2023. In this role, Mr. Stepanek has responsibility for the transformation of the Company’s business mix through strategic diversification into new markets. Mr. Stepanek served as our Executive Vice President, Sales and Chief Transformation Officer from April 2021 to February 2023 and as our Executive Vice President, Chief Operating Officer from June 2020 until March 2021. He previously served as Senior Vice President, Business Development of Era when he joined Era in January 2020. From 2010 through 2019, Mr. Stepanek held positions within PHI, Inc., most recently having served as President, PHI Americas. Before that, he served as PHI, Inc. Chief Commercial Officer. PHI filed for Chapter 11 bankruptcy protection in March 2019 in order to reorganize and emerged from bankruptcy in September 2019. Before joining PHI in 2010, Mr. Stepanek held a variety of leadership positions at Era. After four years’ service in the U.S. Marine Corps as a heavy lift helicopter avionics technician, Mr. Stepanek moved to Sikorsky as an avionics technician and field service representative; he was subsequently promoted and contributed to the sales and product development of the S-76 and S-92 aircraft, amongst other roles.

Jennifer D. Whalen has served as our Senior Vice President, Chief Financial Officer since June 2020. In this role, Ms. Whalen is responsible for company accounting, financial reporting, investor relations, strategy and M&A, tax, information technology and other financial aspects of the Company. Previously, she served as the Senior Vice President, Chief Financial Officer of Era since February 2018. Ms. Whalen served as Era’s Vice President and Chief Accounting Officer from August 2013 until her appointment as Vice President, Acting Chief Financial Officer in June 2017. Ms. Whalen joined Era as Controller in April 2012. From August 2007 to March 2012, she served in several capacities at nLIGHT Photonics Corporation, a supplier of high-performance lasers, including as Director of Accounting. Prior to these roles, she served as the Manager of Accounting at InFocus Corporation for over two years. After serving in the U.S. military, Ms. Whalen started her career in public accounting in the assurance practice group at PricewaterhouseCoopers for approximately five years. She received a B.S. in Accounting from Alabama A&M University and a master’s degree in Accounting from the University of Southern California.


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SECURITIES OWNERSHIP

Holdings of Certain Beneficial Owners

The following table shows certain information with respect to beneficial ownership of our Common Stock held by any person known by us to be the beneficial owner of more than five percent of any class of our voting securities:


Name and Address of Beneficial Owner	Amount Beneficially Owned	Percent of Class(1)

South Dakota Investment Council 4009 West 49th Street, Suite 300 Sioux Falls, South Dakota 57106	5,807,782(2)	20.7	%
BlackRock, Inc. 55 East 52nd Street New York, New York 10055	3,886,052(3)	13.9	%
Solus Alternative Asset Management LP 25 Maple Street, 2nd Floor Summit, New Jersey 07901	3,754,983(4)	13.4	%
The Vanguard Group Inc. 100 Vanguard Blvd. Malvern, Pennsylvania 19355	1,735,563(5)	6.2	%
Empyrean Capital Overseas Master Fund, Ltd. 10250 Constellation Boulevard, Suite 2950 Los Angeles, California 90067	1,635,466(6)	5.8	%

(1)Percentage of the 28,009,203 shares of Common Stock of the Company outstanding as of December 31, 2022.

(2)According to Amendment 3 to its Schedule 13D filed February 15, 2023 with the Securities and Exchange Commission (the “SEC”), South Dakota Investment Council has sole voting and dispositive power with respect to all of such shares. Reflects shares of Common Stock directly held by South Dakota Retirement System (“SDRS”), for which South Dakota Investment Council is the investment manager. Matthew L. Clark, in his position as the State Investment Officer, has voting and investment power over the assets and has voting and investment power over the shares.

(3)According to Amendment 1 to its Schedule 13G filed on January 26, 2023 with the SEC, BlackRock, Inc. has sole voting power with respect to 3,842,355 of such shares and sole dispositive power with respect to all of such shares. The Schedule 13G states that iShares Core S&P Small-Cap ETF has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock, and such person’s interest in such shares of Common Stock is more than 5% of the total outstanding shares of Common Stock of the Company. The Schedule 13G indicates that BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Asset Management Ireland Limited, BlackRock Institutional Trust Company, National Association, BlackRock Financial Management, Inc., BlackRock Fund Managers Ltd and BlackRock Investment Management, LLC are the beneficial owners of the securities and that BlackRock Fund Advisors owns more than 5% of the Common Stock.

(4)According to Amendment 3 to its Schedule 13D filed December 13, 2022 with the SEC, as last modified by Form 4 filed on March 28, 2023, Solus Alternative Asset Management LP (“Solus”), Solus GP LLC (“Solus GP”), in its capacity as general partner of Solus, and Christopher Pucillo, in his capacity as managing member of Solus GP, may be deemed to have shared voting and dispositive power with respect to all of such shares. However, these reporting persons expressly disclaim beneficial ownership and membership in a group in these securities and did so in such filings.

(5)According to Amendment 4 to its Schedule 13G filed on February 9, 2023 with the SEC, The Vanguard Group, Inc. has shared voting power with respect to 34,303 of such shares, sole dispositive power with respect to 1,688,981 of such shares and shared dispositive power with respect to 46,582 of such shares.

(6)According to Amendment 2 to its Schedule 13G filed on February 14, 2023 with the SEC, Empyrean Capital Overseas Master Fund, Ltd. (“ECOMF”), Empyrean Capital Partners, LP (“ECP”), in its capacity as investment manager of ECOMF, and Mr. Amos Meron, in his capacity as the managing member of Empyrean Capital, LLC, the general partner of ECP, each have shared voting and dispositive power with respect to all of such shares.


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SECURITIES OWNERSHIP			TABLE OF CONTENTS			1

Holdings of Directors, Nominees and Executive Officers

The following table shows how many shares (i) each of our current directors, (ii) each of our Named Executive Officers included in the Summary Compensation Table on page 52 of this Proxy Statement and (iii) all of our current directors and executive officers as a group beneficially owned as of the close of business on April 10, 2023:


Name(1)	Shares Directly and Indirectly Owned as of April 10, 2023(2)	Options Exercisable on or prior to June 10, 2023	Total Shares Beneficially Owned	Percent of Class(3)

Christopher S. Bradshaw	160,546	20,000	180,546	*
Lorin L. Brass	22,147	4,880	27,027	*
Alan Corbett	21,960	4,863	26,823	*
Wesley E. Kern	22,147	4,880	27,027	*
Robert J. Manzo	27,147	4,880	32,027	*
G. Mark Mickelson	48,829	11,063	59,892	*
General Maryanne Miller, Ret.	6,616	—	6,616	*
Christopher Pucillo(4)	—	—	3,754,983	13.4%
David F. Stepanek	12,491	—	12,491	*
Brian D. Truelove	20,147	4,880	25,027	*
Jennifer D. Whalen	39,512	—	39,512	*
Crystal L. Gordon(5)	43,227	—	43,227	*
All directors and executive officers as a group (13 persons)(6)	394,805	55,446	4,205,234	15.0%

*Represents less than 1%.

(1)The business address of each director and executive officer is 3151 Briarpark Drive, Suite 700, Houston, Texas 77042.

(2)Excludes unvested restricted stock over which the holders do not have voting or dispositive powers.

(3)Percentages of our Common Stock outstanding as of April 10, 2023, adjusted for each Named Executive Officer, executive officer and director to include such Named Executive Officer’s, executive officer’s and director’s total shares beneficially owned as of such date.

(4)Because of his position as the managing member of Solus GP LLC, the general partner of Solus Alternative Asset Management LP (“Solus”), Mr. Pucillo may be deemed indirect beneficial owner of the 3,754,983 shares of Common Stock held directly or indirectly by certain funds and accounts managed by Solus and/or affiliates thereof (see “Securities Ownership — Holdings of Certain Beneficial Owners”), except to the extent of his pecuniary interest therein. Pursuant to applicable reporting requirements, Mr. Pucillo is reporting indirect beneficial ownership of the entire amount of our shares of Common Stock managed by Solus but he disclaims beneficial ownership of such shares.

(5)Ms. Gordon departed the Company on October 31, 2022. Ms. Gordon’s amounts are as set forth in her most recent Form 4 filed with respect to the Company on June 3, 2022.

(6)Includes Messrs. Bradshaw, Brass, Corbett, Kern, Manzo, Mickelson, Pucillo, Stavley, Stepanek and Truelove, General Miller, Ret. and Mses. Matthews and Whalen.


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			TABLE OF CONTENTS			1

COMPENSATION DISCUSSION

AND ANALYSIS

Table of Contents


Executive Overview			3 3
Factors Considered in Determining Executive Compensation			38
Analysis of Executive Officer Compensation			39
Executive Compensation Program Governance			49

This Compensation Discussion and Analysis (“CD&A”) describes our Transition Year Ended 2022 executive compensation program for the following executive officers who served in the positions set forth below during Transition Year Ended 2022 (collectively, the “Named Executive Officers” or “NEOs”):

Our Named Executive Officers


Name			Title

Christopher S. Bradshaw			President and Chief Executive Officer
Alan Corbett			Chief Operating Officer, Government Services
David F. Stepanek			Executive Vice President, Chief Transformation Officer
Jennifer D. Whalen			Senior Vice President, Chief Financial Officer
Crystal L. Gordon			Former Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary

You should read this section of the Proxy Statement in conjunction with the advisory vote that we are conducting on the compensation of our Named Executive Officers (see “Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation” on page 70 of this Proxy Statement), as it contains information that is relevant to your voting decision.


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Executive Overview

In Transition Year Ended 2022, the Compensation Committee (the “Committee”) maintained the compensation philosophy and design adopted following the merger (the “Merger”) involving Bristow Group Inc. (“Old Bristow”) and Era Group Inc. (“Era”). Underpinning the Transition Year Ended 2022 executive compensation program is a belief held by the Committee that there must be a meaningful link between the compensation paid to our Named Executive Officers and our goal of long-term value creation for our stockholders. This core philosophy is embedded in the following principles that guide all aspects of our executive compensation program:


Emphasis on Pay for Performance			A substantial portion of compensation should be variable, contingent on and directly linked to Company and individual performance.
Attract, Retain and Motivate Talented and Experienced Executives			Total direct compensation should be competitive to attract the best talent to the Company, motivate executives to perform at their highest levels, reward individual contributions that improve the Company’s ability to deliver outstanding performance, and retain those executives with the leadership abilities and skills necessary for building long-term stockholder value.
Balance and Responsibility			The program should balance incentives for delivering outstanding long-term, sustainable performance against the potential to encourage inappropriate risk-taking. Compensation should consider each executive’s responsibility to act at all times in accordance with our Code of Business Integrity and Supplemental Code of Ethics.
Stockholder Alignment			The financial interests of executives should be aligned with the long-term interests of our stockholders through stock-based compensation and performance metrics that correlate with long-term stockholder value.

Executive Compensation Program Enhancements Continued for Transition Year Ended 2022

In fiscal year 2021, the Committee considered feedback from stockholders and made modifications to strengthen the links between pay and performance and incentivize management to deliver for stockholders. Such modifications remained in place for the Transition Year Ended 2022 executive compensation program. The modifications in fiscal year 2021 that continued in the Transition Year Ended 2022 executive compensation program included pay tied to performance through the use of performance-based stock units (which may be earned via performance against an absolute financial metric and relative total stockholder return); a 50% weighting of the financial metric in the short-term annual incentive program (the “STIP”); and a minimum financial metric threshold that must be achieved prior to the payment of any amounts under the individual strategic goals portion of the STIP.

The Committee elected to maintain the same executive compensation program for Transition Year Ended 2022 after considering many factors, including, alignment with the Company’s strategy, market practice and trends, and stockholder feedback, including the results of the fiscal year 2022 say-on-pay vote. In fiscal year 2022, the say-on-pay proposal was approved by approximately 97% of the votes cast, which the Committee believes affirms stockholder support for the current design of the executive compensation program.

Recent Business Accomplishments

The results below highlight the accomplishment of various strategic priorities in Transition Year Ended 2022 to advance our vision of leading the world in innovative and sustainable vertical flight solutions.


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Key Highlights

•Our continued commitment to safety resulted in one non-fatal air accident, a 50% reduction in lost time incident severity rate (“LTISR”), and a 56% year-over-year reduction in lost work days for the nine-month period ended December 31, 2022 as compared to the nine-month period ended December 31, 2021.

•In July 2022, we were awarded a £1.6 billion, 10-year contract for the Second-Generation Search and Rescue Aviation (“UKSAR2G”) program by the Maritime and Coastguard Agency, an executive agency of the U.K. Department for Transport, and we will transition to the new contract beginning September 30, 2024 through December 31, 2026.

•In August 2022, we further enhanced our leading government services offering with the acquisition of British International Helicopter Services Limited, an entity providing solutions for the British Armed Forces.

•We commenced SAR operations in the Dutch Caribbean on behalf of the Dutch Caribbean Coast Guard in October 2022 and in the Netherlands on behalf of the Netherlands Coast Guard in November 2022.

•In January 2023, we entered into two new thirteen-year secured equipment financings for an aggregate amount of up to £145 million with National Westminster Bank Plc.

•Multiple initiatives were advanced in support of our sustainability program, including the inaugural issuance of our Sustainability Report in July 2022.

•Announced multiple partnerships with various manufacturers of electric vertical take-off and landing and hybrid aircraft to assist with the development of next generation aircraft.

•Engaged in a number of key projects to support our strategic priorities, as discussed in more detail under “Individual Compensation Decisions”.

Selected Financial Performance Results

Below are several key financial highlights for Transition Year Ended 2022(1).

Available Liquidity(2)

Net Debt(2)

Total Revenues

Adjusted EBITDA(3)

$240 million

$366 million

$923 million

$122 million

Returning Value to Stockholders - Opportunistic repurchases of 425,938 shares of Common Stock during Transition Year Ended 2022 for gross consideration of $10.0 million.

(1)Amounts shown as of December 31, 2022.

(2)Comprised of $160.0 million in unrestricted cash balances and $79.7 million of remaining availability under ABL Facility.

(3)See Appendix A to this Proxy Statement for reconciliation of Adjusted EBITDA.


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Elements of Target Total Direct Compensation for Transition Year Ended 2022

We have three primary elements of compensation: base salary, annual short-term incentives and long-term incentives.


Base Salary	Annual Short-Term Incentive (STI) Cash Award	Long-Term Incentive (LTI) Performance-Based Stock Units and Time-Based Restricted Stock Units
Provides a competitive level of fixed compensation, which is based upon individual factors such as scope of responsibility, experience, and strategic impact	Variable cash compensation component aligned with near-term objectives, while also supporting our long-term strategic plan	•Variable equity-based compensation component emphasizing long-term Company performance •Aligns executive officer interests with our stockholders’ interests

The Committee believes the following metrics listed below are indicators of the long-term financial health of our Company and, therefore, serve the fundamental objective of our executive compensation program:


Short-Term Performance Metrics			Long-Term Performance Metrics (3-year performance periods; 50% performance-based stock units; 50% time-based restricted stock units)
STIP Adjusted EBITDA (50%)(1)			Stock Appreciation
Measures operating performance from period to period by excluding certain items that management believes are not representative of the Company’s core operating results.			Reinforces the importance of price appreciation and is consistent with our compensation philosophy to align with the long-term interests of our stockholders. Both performance-based stock units and time-based restricted stock units are denominated in shares of Common Stock, directly linking a significant portion of executive officer compensation to stockholder value creation.
Safety (25%)			Relative Total Stockholder Return (“RTSR”)
Safety is our number one core value and highest operational priority. The safety metric is comprised of two key metrics: (i) air accidents as classified under the industry standard known as International Civil Aviation Organization (“ICAO”), which includes Class A and Class D air accidents; and (ii) personal injury events as measured by LTISR.			Comprises one-half of performance-based stock unit grants. Measures financial and operational results through our share price as compared to the return of companies in the PHLX Oil Service Index (the “OSX Index”). Performance-based stock units earned based on our RTSR performance aligns the pay for our executive officers to the appreciation (or reduction) our stockholders receive in their investment in the Company.
Strategic (25%)			Cash Return on Invested Capital (“Cash ROIC”)(2)
Measures individual performance for achievement of strategic and operational goals established to support the Company’s strategic priorities. In Transition Year Ended 2022, the strategic individual goals included certain ESG metrics related to the Company’s commitment to sustainability, including, without limitation, safety initiatives, recruiting, leadership training and talent management, tracking and review of our workforce’s diversity, equity and inclusion (“DE&I”) data and AAM development.			Comprises one-half of performance-based stock unit grants. Measures the efficiency with which we allocate capital resources, taking into account not just the quantity of earnings, but also the quality of earnings and investments that drive long-term value creation.

(1)See Appendix A to this Proxy Statement for a reconciliation to the most directly comparable GAAP financial measure.

(2)See Appendix A to this Proxy Statement for the calculation.


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How We Align Pay with Performance

A substantial portion of the compensation for the Named Executive Officers is variable or at risk, with 85% of our Chief Executive Officer’s target compensation at risk and an average of 71% of the other Named Executive Officers’ target direct compensation at risk.

In Transition Year Ended 2022, the Committee utilized relative total stockholder return (“RTSR”) and cash return on invested capital (“Cash ROIC”) as performance metrics in the long-term incentive portion of the executive compensation program. Each of the RTSR performance-based stock units granted during Transition Year Ended 2022 (“TYE22 RTSR PSUs”) and the Cash ROIC performance-based stock units granted during Transition Year Ended 2022 (“TYE22 Cash ROIC PSUs” and, together with the TYE22 RTSR PSUs, the “TYE22 PSUs”) has a 25% weighting and will be settled in shares at the end of the three-year period. The other 50% of the long-term incentive program for Transition Year Ended 2022 was comprised of time-based restricted stock units vesting equally over a three-year period (the “TYE22 RSUs”).

How Transition Year Ended 2022 Performance Affected Incentive Payouts

Our Transition Year Ended 2022 compensation reflects achievement of 103.9% of the Target performance level for STIP Adjusted EBITDA, continued reduction of severe injury events and reduction in total lost work days, and achievement of a number of strategic priorities to advance the Company’s vision of leading the world in innovative and sustainable vertical flight solutions.

The table below shows the Company’s performance measured against the pre-established performance goals for the Transition Year Ended 2022 STIP (the “TYE22 STIP”). As a result of the change in the Company’s fiscal year end, STIP amounts earned related to Transition Year Ended 2022 and paid in March 2023 were prorated to reflect the nine-month transition period and based on performance over the nine-month performance period.

Performance Metric

Actual Result for Applicable

Performance Period(1)

Threshold

Target (100%)

Stretch (200%)

Payout
(as a % of Target)

TYE22 STIP

STIP Adjusted EBITDA (50%)

$101.5 million

$85.7 million

$100.7 million

$122.2 million

103.9%

Safety (25%)

ICAO Air Accident(2)

See Page 44 for a Description of
the ICAO Air Accident Calculation

100%

Lost Time Incident Severity Rate (“LTISR”)

2.16

6.4

5.1

4.1

200%

Individual Strategic Goals (25%)

100%(3)

Forfeited if 75.8% of the Threshold performance level for the STIP Adjusted EBITDA performance metric is not achieved.

100%

(1)The performance period for the TYE22 STIP was April 1, 2022 to December 31, 2022.

(2)Any fatality would have resulted in elimination of the complete safety incentive for Transition Year Ended 2022. See the description of the ICAO Air Accident calculation on page 44.

(3)Average performance level of our NEOs with respect to the applicable Individual Strategic Goals.


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Given the nine-month transition period, no performance periods were completed during Transition Year Ended 2022 with respect to (i) the performance-based stock units (“PSUs”) granted during the fiscal year ended March 31, 2022; or (ii) the TYE22 PSUs . One-third (1/3) of the shares of Common Stock underlying the PSUs granted during the fiscal year ended March 31, 2021 (“FY21 PSUs”) were not earned based upon the Company’s inability to achieve the target volume weighted average price per share of Common Stock over the 120-day period immediately preceding June 12, 2022. All earned FY21 PSUs will vest on June 12, 2023, subject to the grantee’s continued employment.

Executive Compensation Program Best Practices


ü WHAT WE DO	ü	Engage with large stockholders to discuss matters of interest.
	ü	Pay for performance. Place a heavy emphasis on variable pay with approximately 85% of our Chief Executive Officer’s target direct compensation contingent upon financial and operational performance and growth in long-term stockholder value.
	ü	Use performance-based long-term incentive awards compensation through performance-based stock units for which value is contingent upon stock price and company performance relative to the grant date.
	ü	Review target compensation levels relative to an appropriate set of peers annually.
	ü	Reinforce the alignment of stockholders and our executives and directors by requiring significant levels of stock ownership.
	ü	Ensure accountability and manage risk through (i) a robust financial restatement clawback policy applicable to our executive officers, (ii) limits on maximum annual cash incentive award opportunities, and (iii) ongoing risk assessments of our program.
	ü	Use relative and absolute performance metrics to determine the payment of future performance awards under the Company’s long-term incentive awards.
	ü	Maintain a Compensation Committee composed entirely of independent directors who are advised by an independent compensation consultant.


X WHAT WE DON’T DO	X	No employment agreements with any of our executive officers.
	X	No pledging (unless our General Counsel consents to the pledge) or hedging of our company stock, and no repricing stock options.
	X	No excise tax gross-ups.
	X	No significant perquisites.
	X	No guarantee of bonuses.


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Factors Considered in Determining Executive Compensation

Compensation Consultant and Management

The Committee sets compensation levels based on the skills, experience and achievements of each Named Executive Officer after taking into account market analysis, input by its independent compensation consultant and the compensation recommendations of our Chief Executive Officer, except with respect to his own compensation. The Committee believes that input from both its independent compensation consultant and our Chief Executive Officer provides useful information and points of views to assist the Committee in determining appropriate compensation.

We are always competing for the best talent with our direct industry peers and with the broader market. Consequently, the Committee, together with its independent compensation consultant, regularly reviews the market data, pay practices and ranges of specific peer companies to ensure that we continue to offer relevant and competitive executive pay packages. The Committee generally targets compensation to the market median for executive compensation program.

The Committee retained Mercer US Inc. (“Mercer”) to serve as its executive compensation consultant for Transition Year Ended 2022. Prior to engaging Mercer, the Committee evaluated Mercer’s independence from management, taking into consideration all relevant factors, including the six independence factors specified in the NYSE listing rules and applicable SEC requirements. The Committee reviewed the independence of Mercer and concluded that it is independent and that its work for the Committee will not raise any conflicts of interest. The Committee has the sole authority to modify or approve Mercer’s compensation, determine the nature and scope of its services, evaluate its performance, terminate the engagement, and hire a replacement or additional consultant at any time. No other consulting firm made recommendations to the Committee or management on the peer group composition or on the form, amount or design of executive compensation in Transition Year Ended 2022.

Executive Compensation Peer Group

Our peer group was developed primarily based on industry and size, focusing on companies in the oil and gas equipment and services and air transportation sectors. The Committee reviews the peer group on an annual basis.

Our peer group for Transition Year Ended 2022 included each of the 15 companies listed below in decreasing order of global revenues for the most recently ended fiscal year for each such company.


Company	Revenue (in millions)	Company	Revenue (in millions)

Spirit Airlines, Inc.	$5,068	Oceaneering International Inc.	$2,066
Atlas Air Worldwide Holdings, Inc.	$4,549	Air Transport Services Group, Inc.	$2,045
Matson, Inc.	$4,343	Helix Energy Solutions Group, Inc.	$873
MRC Global Inc.	$3,363	Newpark Resources, Inc.	$816
SkyWest, Inc.	$3,005	Oil States International, Inc.	$738
Kirby Corporation	$2,785	Forum Energy Technologies, Inc.	$700
Transocean Ltd.	$2,575	Core Laboratories N.V.	$490
Allegiant Travel Company	$2,301
Bristow Transition Year Ended 2022 Global Revenues(1)			$923
Proxy Peer Group Median(2)			$2,301

(1)Revenues of the Company during the nine-month transition period ended December 31, 2022.

(2)Median calculated based on revenues during the most recent twelve-month fiscal year of each company in the peer group.


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Analysis of Executive Officer Compensation

Overview of the Transition Year Ended 2022 Executive Compensation Program

The compensation of our Named Executive Officers consists of the following three key components that are described in more detail below: (1) base salary; (2) annual short-term incentive awards; and (3) long-term equity incentive awards.

Base Salary

To attract and retain talented and qualified executives, we provide competitive base salaries, which the Committee generally targets at the market median for executives with similar responsibilities. The Committee considers the competitive market data noted in the section entitled “Factors Considered in Determining Executive Compensation” when setting base salary. Salary adjustments are based on the individual’s experience and background, the general movement of salaries in the marketplace, the Company’s financial performance and a qualitative assessment of the individual’s performance by his or her immediate supervisor, or in the case of the Chief Executive Officer, by the Board.

Transition Year Ended 2022 Base Salaries

The Committee recommended, and the Board approved, base salary adjustments for the following Named Executive Officer for Transition Year Ended 2022: a 7.5% increase for Ms. Whalen, based on the Committee’s review of market data for executives with similar responsibilities.


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The following table summarizes these changes:


Named Executive Officers	Base Salary Effective June 1, 2021	Base Salary Effective June 1, 2022

Christopher S. Bradshaw	$720,000	$720,000
Alan Corbett(*)	$363,142	$363,142
David F. Stepanek	$400,000	$400,000
Jennifer D. Whalen	$400,000	$430,000
Crystal L. Gordon	$400,000	$400,000

*Mr. Corbett’s base salary in GBP is £301,886. The USD amounts of his cash compensation are based on an exchange rate of 1 GBP to 1.20 USD, being the foreign exchange rate as of December 31, 2022.

Short-Term Annual Incentive Program

The Company maintains the STIP to reward selected executive officers and other employees for their contributions to the performance of the Company by achieving specific safety and financial metrics and individual strategic goals intended to support the Company’s strategic priorities.

The Committee sets the annual target value of each Named Executive Officer’s short-term incentive award opportunity as a percentage of the executive’s base salary. Generally, the award opportunities for each metric evaluated under the STIP are established at Threshold, Target and Stretch levels. The Stretch level for each metric is capped at 200% of Target, and as a result, the overall potential amount that could be earned is capped at 200% of Target.

The STIP for Transition Year Ended 2022 (the “TYE22 STIP”) included three performance metrics: safety, financial (i.e., STIP Adjusted EBITDA) and individual strategic goals aligned with the operational and strategic objectives of the Company’s business. The relative weightings of each performance metric are set forth below. Attainment of 75.8% of the Threshold performance level for STIP Adjusted EBITDA was required in order for any Named Executive Officer to receive any payment for achievement of the individual strategic goals.


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In June 2022, based on the Committee’s recommendation, the Board approved alternate STIP performance targets for the 12-month period ending March 31, 2023 and the potential nine-month transition period ending December 31, 2022. In August 2022, the Board approved the change in our fiscal year end to December 31, resulting in the nine-month transitional fiscal year ended December 31, 2022. As a result of the change in the Company’s fiscal year end, STIP amounts earned related to Transition Year Ended 2022 and paid in March 2023 were prorated to reflect the nine-month transition period and based on performance over the nine-month performance period.

Overview of Safety Performance (25%)

Safety is our number one core value and highest operational priority. Our safety performance metrics under the TYE22 STIP included (i) consolidated air accidents as determined in accordance with the International Civil Aviation Organization (“ICAO”) classification (“ICAO AA”), which is a measure of aircraft accidents that accounts for the severity of any damage or injuries sustained during such events, for the fiscal year compared to a preset target; and (ii) personal injury events as measured by a lost time incident severity rate (“LTISR”) reflecting the number of lost work days experienced expressed as a rate per 100 full-time employees. ICAO AA and LTISR each account for 12.5% (together accounting for 25%) of the weighting for the TYE22 STIP. Both of these safety performance metrics are measured at the consolidated corporate level.


			The Company achieved a 50% reduction in LTISR and a 56% reduction in lost work days for the nine-month period ended December 31, 2022 as compared to the nine-month period ended December 31, 2021.

Financial Performance/STIP Adjusted EBITDA (50%)

Our financial performance metric for the TYE22 STIP was measured by STIP Adjusted EBITDA. STIP Adjusted EBITDA (as defined under the TYE22 STIP) was $101.5 million in Transition Year Ended 2022, satisfying Target level of performance for STIP Adjusted EBITDA under the TYE22 STIP.


			Target level of performance for STIP Adjusted EBITDA was met in Transition Year Ended 2022, resulting in a 103.9% payout for this performance metric.

Individual Strategic Goals (25%)

Under the TYE22 STIP, the Committee, together with the Chief Executive Officer (other than for himself), approved individual strategic goals for each Named Executive Officer aligned with the Company’s strategic priorities. The individual strategic goals of the TYE22 STIP link compensation directly to the performance of the Named Executive Officer.

The Committee carefully evaluated Company and individual performance. On average, the Named Executive Officers achieved 100% of the individual strategic goals agreed upon by the Committee for Transition Year Ended 2022. Please see below for the Committee’s considerations with respect to each Named Executive Officer’s individual performance.


			Strengthened the Company’s government services offerings with the award of the UKSAR2G contract and the acquisition of British International Helicopter Services Limited.


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Christopher S. Bradshaw President and Chief Executive Officer						Selected Transition Year Ended 2022 Performance Highlights •Oversaw the delivery of another strong year of safety, leading several key initiatives, including a 50% reduction in LTISR and a 56% reduction in lost work days for the nine-month period ended December 31, 2022 as compared to the nine-month period ended December 31, 2021, and implemented risk enhancements across the Company’s operational footprint; •Strengthened the Company’s government services offerings with the award of the UKSAR2G contract and the acquisition of British International Helicopter Services Limited; •Began providing SAR services on behalf of the Netherlands Coast Guard and the Dutch Caribbean Coast Guard; •Mitigated cost uncertainty in an inflationary environment with the execution of long-term maintenance support agreements with Leonardo Helicopters and Pratt & Whitney for AW139 airframes and engines; and •Advanced the Company’s sustainability initiatives, including issuance of our inaugural Sustainability Report in July 2022. COMPENSATION DECISIONS In May 2022, the Committee recommended, and the Board approved, the following compensation actions with respect to Mr. Bradshaw: •Mr. Bradshaw’s base salary was unchanged for Transition Year Ended 2022; •The issuance of an annual equity award with an aggregate target grant date value of approximately $2.9 million, which was split equally between TYE22 RSUs and TYE22 PSUs; and •Increased the percentage target for long-term incentive compensation that is variable, at risk, and aligned with stockholder interests from 350% to 400%. In March 2023, the Committee recommended, and the Board approved, a TYE22 STIP payout for Mr. Bradshaw in the amount of $931,231, which represented 114% of his target opportunity under the TYE22 STIP.


Alan Corbett Chief Operating Officer, Government Services						Selected Transition Year Ended 2022 Performance Highlights •Led the effort to strengthen our government services offerings with the award of the UKSAR2G contract; •Executed a plan to achieve operational synergies following the acquisition of British International Helicopter Services Limited; and •Continued development of UAS services and related commercial opportunities. COMPENSATION DECISIONS In May 2022, the Committee recommended, and the Board approved, the following compensation actions with respect to Mr. Corbett: •Mr. Corbett’s base salary was unchanged for Transition Year Ended 2022; •The issuance of an annual equity award with an aggregate target grant date value of approximately $565,877, which was split equally between TYE22 RSUs and TYE22 PSUs; and •Set the percentage target for long-term incentive compensation that is variable, at risk, and aligned with stockholder interests at 150%. In March 2023, the Committee recommended, and the Board approved, a TYE22 STIP payout for Mr. Corbett in the amount of $224,424, which represented 116% of his target opportunity under the TYE22 STIP.


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David F. Stepanek Executive Vice President, Chief Transformation Officer						Selected Transition Year Ended 2022 Performance Highlights •Led the Company’s diversification efforts for advanced air mobility, including the announcement of multiple partnerships with manufacturers of electric vertical take-off and landing and conventional take-off and landing aircraft ; •Developed the Company’s geographic diversification into the Middle East marketplace; and •Supported government affairs policy development and identified government-related business opportunities. COMPENSATION DECISIONS In May 2022, the Committee recommended, and the Board approved, the following compensation actions with respect to Mr. Stepanek: •Mr. Stepanek’s base salary was unchanged for Transition Year Ended 2022; •The issuance of an annual equity award with an aggregate target grant date value of approximately $800,000, which was split equally between TYE22 RSUs and TYE22 PSUs; and •Set the percentage target for long-term incentive compensation that is variable, at risk, and aligned with stockholder interests at 200%. In March 2023, the Committee recommended, and the Board approved, a TYE22 STIP payout for Mr. Stepanek in the amount of $275,920, which represented 114% of his target opportunity under the TYE22 STIP.


Jennifer D. Whalen Senior Vice President, Chief Financial Officer						Selected Transition Year Ended 2022 Performance Highlights •Led the refinancing of the Company’s prior equipment term loans with Lombard North Central Plc by entering into two new thirteen-year secured equipment financings for an aggregate amount of up to £145 million with National Westminster Bank Plc in January 2023; •Amended and restated the Company’s asset-backed revolving facility in May 2022 in order to, among other things, extend the maturity to 2027, subject to certain early maturity triggers; and •Led the integration planning for the acquisition of British International Helicopter Services Limited. COMPENSATION DECISIONS In May 2022, the Committee recommended, and the Board approved, the following additional compensation actions with respect to Ms. Whalen: •An 8% base salary increase to $430,000; •The issuance of an annual equity award with an aggregate target grant date value of approximately $645,000, which was split equally between TYE22 RSUs and TYE22 PSUs; and •Set the percentage target for long-term incentive compensation that is variable, at risk, and aligned with stockholder interests at 150%. In March 2023, the Committee recommended, and the Board approved, a TYE22 STIP payout for Ms. Whalen in the amount of $272,576, which represented 114% of her target opportunity under the TYE22 STIP.


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TYE22 Performance Results

In March 2023, the Committee, together with the Audit Committee, certified the Company’s performance with respect to the STIP Adjusted EBITDA and safety performance metrics of the TYE22 STIP and each Named Executive Officer’s achievement of individual strategic goals. The table below sets forth Threshold, Target, Stretch and actual for the financial and safety performance metrics.

TYE22 STIP

Performance Metric

Actual Result for Applicable
Performance Period

Threshold

Target (100%)

Stretch (200%)

Payout
(as a % of Target)

STIP Adjusted EBITDA (50%)

$101.5 million

$85.7 million

$100.7 million

$122.2 million

103.9%

Safety (25%)

ICAO Air Accident(1)

See Below for a Description of the ICAO Air Accident Performance Calculation

100%

Lost Time Incident Severity Rate (“LTISR”)

2.16

6.4

5.1

4.1

200%

Individual Strategic Goals (25%)

100%(2)

Forfeited if 75.8% of the Threshold performance level for the STIP Adjusted EBITDA performance metric is not achieved.

100%

(1)See description below for the calculation of the ICAO Air Accident performance metric in Transition Year Ended 2022. Any fatality would have resulted in elimination of the complete safety incentive for the Transition Year Ended 2022.

(2)Average performance level of our Named Executive Officers with respect to the applicable Individual Strategic Goals.

In the second quarter of Transition Year Ended 2022, the Company experienced a non-fatal air accident as determined under the industry known ICAO classification. Performance under the ICAO AA performance metric is measured independently on a quarterly basis. As such, each quarter during Transition Year Ended 2022 the Named Executive Officers had the opportunity to earn 33.33% of the total ICAO AA performance metric in the event of zero air accidents during such quarter. The ICAO AA performance metric is subject to a modifier of an additional (i) 50% of the amount earned in the event of one non-fatal air accident during the nine-month performance period; or (ii) 100% of the amount earned in the event of zero air accidents during the nine-month performance period. The foregoing modifier is applied at the conclusion of the Transition Year Ended 2022.

As a result of the non-fatal air accident in the second quarter of Transition Year Ended 2022, the Named Executive Officers earned 66.66% of the ICAO AA performance metric (33.33% in each of the first and third quarters of Transition Year Ended 2022), which was then subject to the 50% modifier described above, resulting in an ICAO AA performance metric of 100% (150% of 66.66%) in Transition Year Ended 2022.


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Long-Term Incentive Program

Transition Year Ended 2022 Equity Awards

In Transition Year Ended 2022, the Committee approved equity awards to the Named Executive Officers comprised of TYE22 RSUs (50%), TYE22 RTSR PSUs (25%) and TYE22 Cash ROIC PSUs (25%).

The aggregate target grant date values of the annual equity awards described above for each Named Executive Officer were as follows:


Named Executive Officer	TYE22 RSUs	TYE22 RTSR PSUs	TYE22 Cash ROIC PSUs

Christopher S. Bradshaw	$1,439,999	$719,999	$719,999
Alan Corbett	$282,953	$141,447	$141,477
David F. Stepanek	$399,996	$199,983	$200,013
Jennifer D. Whalen	$322,492	$161,245	$161,246
Crystal L. Gordon	$300,004	$149,973	$150,002

RTSR PSUs

The TYE22 RTSR PSUs cliff vest at the conclusion of the three-year performance period ending on March 31, 2025, subject to the Named Executive Officer’s continued service through the vesting date, and are based on the RTSR attained during the performance period. The TYE22 RTSR PSU achievement can range from 0% to 200% of target based on relative performance against companies in the PHLX Oil Service Index (the “OSX Index”). Payouts are generally determined by multiplying the target number of TYE22 RTSR PSUs by an adjustment percentage based on the RTSR percentile performance of the Company, as set forth in the following table. No payout will be made if performance is below the 25th percentile.


Performance Level	Percentile Rank Relative to Peers	Payout % of Target(1)(2)

Maximum	≥ 75th	200%
Target	50th	100%
Threshold	25th	50%
Below Threshold	< 25th	0%

(1)Payout would be interpolated on a linear basis for performance between levels of achievement.

(2)Payouts would be capped at Target performance level in the event of negative total stockholder return (“TSR”) performance, regardless of percentile ranking relative to the peers.

Cash ROIC PSUs

The Cash ROIC metric will be measured in one-third increments over a three-year period and is designed to focus Named Executive Officers on the efficient use of capital by promoting discipline in capital allocation decisions. See Appendix A for a calculation of Cash ROIC, which is a supplemental measure not calculated in accordance with generally accepted accounting principles in the United States (GAAP).

The Cash ROIC is denominated in PSUs, each of which is equivalent to one share of Common Stock. The percentage of such number of TYE22 Cash ROIC PSUs that become payable at the end of the applicable performance period depends on the Company’s absolute Cash ROIC during the relevant annual performance periods.


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Summary of Outstanding Performance Awards

Each PSU award features a three-year performance period resulting in overlapping awards that, in aggregate, cover a five-year period. Other than the FY21 PSUs, the potential payout for each PSU award ranges from 0 to 200 percent. Performance under the FY21 PSUs are tied to achievement of stock appreciation, which is measured each year on June 12th over the three-year performance period.

(1)The performance of each PSU award will be measured and determined at the end of the performance period.

(2)RTSR PSUs cliff vest at the conclusion of the three-year performance period ending on the third anniversary of the grant date, subject to the Named Executive Officer’s continued service through the vesting date, and are based on the RTSR attained during the performance period.

(3)Payout would be capped at target in the event of negative TSR, regardless of percentile rank relative to the peers.

(4)Certification of the results of each performance metric may cause the vesting date to be extended in accordance with the terms of each PSU agreement.


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Other Compensation Components

Perquisites

We generally do not provide perquisites to the Named Executive Officers that are different from the perquisites available to all of the Company’s employees broadly. In May 2022, the Committee recommended, and the Board approved, a new health and wellness program for our Named Executive Officers (the “NEO Wellness Program”). Under the NEO Wellness Program, Named Executive Officers are eligible to receive a comprehensive wellness examination through an approved provider. These wellness visits promote employee well-being and enable the Named Executive Officers to take appropriate steps in the event of illness or a medical condition that may impact his or her ability to perform his or her duties.

For additional information regarding perquisites, see “Director and Executive Officer Compensation – Summary Compensation Table.”

Employment Agreements and Change in Control and Severance Arrangements

The Committee does not believe fixed-term executive employment agreements that guarantee minimum levels of compensation over multiple years enhance stockholder value. Accordingly, none of our Named Executive Officers has an employment agreement.

The Company provides the Named Executive Officers with certain severance benefits, including severance payment(s) in connection with a change in control. The Committee believes that providing severance benefits is necessary to attract and retain the talent key to the Company’s long-term success. Further, the Committee believes that providing severance payment(s) in connection with a change in control establishes a sense of stability in the event of transactions that may create uncertainty regarding future employment and maximizes stockholder value by encouraging the Named Executive Officers to objectively review any proposed transaction to determine whether such proposal is in the best interest of our stockholders, irrespective of whether or not the Named Executive Officer will continue to be employed post-transaction.

Change in Control and Severance Arrangements

Equity Incentive Plans

Pursuant to the terms of the applicable award agreements, performance-based stock units, stock options, restricted stock and restricted stock units granted under the Company’s 2021 Equity Incentive Plan, the Era Group Inc. 2012 Share Incentive Plan and the Bristow Group Inc. 2019 Management Incentive Plan vest upon the death, qualified retirement or termination without “cause” of the employee, or upon the occurrence of a change in control of the Company. However, unvested awards are generally forfeited if the employee is terminated with “cause” or resigns without “good reason.”

Severance Plan

Following the Merger, the Committee elected to terminate the Era Group Inc. Severance Plan (the “Era Severance Plan”). The severance benefits provided under the Era Severance Plan lapsed on June 11, 2022 for all of the Named Executive Officers other than Mr. Corbett, who remained subject to severance protections under the Amended and Restated 2019 Management Severance Benefits Plan for U.S. Employees adopted by Old Bristow effective as of October 31, 2019 (the “Old Bristow Severance Plan”) and a separate participation agreement to the Old Bristow Severance Plan.


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In order (i) to address the lapse of the Era Severance Plan, (ii) to address protections in the participation agreements preventing amendments to the Old Bristow Severance Plan that would adversely impact certain participants during the three-year period following October 31, 2019 and (iii) to ensure that all Named Executive Officers are subject to severance protections, the Board approved, at the Committee’s recommendation, the Bristow Group Inc. Senior Executive Severance Plan effective as of October 20, 2022 (our “Severance Plan”; unless otherwise defined in this Proxy Statement, each capitalized term in the remainder of this section entitled “Severance Plan” and the section entitled “Potential Payments upon Termination or in Connection with a Change in Control” on page 60 shall have the meaning set forth in our Severance Plan), which provides severance benefits to certain key employees, who are categorized into tiers. Mr. Bradshaw is a Tier 1 participant and each of our other actively serving Named Executive Officers is a Tier 2 participant under our Severance Plan.

Our Severance Plan provides participants with the following severance benefits in the event of any termination by the Company without Cause or by the participant for Good Reason (each, a “Qualifying Termination”) not in connection with a Change in Control of the Company: (i) either two times (Tier 1 participant) or one times (Tier 2 participant) Base Salary, payable over either 24 months (Tier 1 participant) or 12 months (Tier 2 participant) post-termination; (ii) pro-rata Target Annual Bonus for the fiscal year of termination; (iii) subsidized COBRA coverage for up to 18 months post-termination (provided that such coverage will cease upon the earlier of (a) the participant becomes ineligible for COBRA coverage and (b) the participant becomes eligible for healthcare benefits through a subsequent employer); and (iv) outplacement services not to exceed the earlier of (a) 24 months post-termination and (b) the date on which a participant accepts an offer of full-time employment from a subsequent employer, in each case such outplacement services not to exceed $25,000.

Our Severance Plan provides participants with the following severance benefits for a Qualifying Termination that occurs during any period that begins with a Potential Change in Control and ends 24 months following a Change in Control of the Company (the “Change in Control Protection Period”): (i) a lump sum payment equal to the sum of (a) either three times (Tier 1 participant) or 1.5 times (Tier 2 participant) the sum of Base Salary and Target Annual Bonus and (b) an amount equal to the cost of COBRA coverage for 18 months post-termination; (ii) pro-rata Target Annual Bonus for the fiscal year of termination; and (iii) outplacement services for either 24 months post-termination (Tier 2 participants) or until the end of the second calendar year following the calendar year in which a Qualifying Termination occurs (Tier 1 participants), in each case such outplacement services not to exceed $25,000 and not to extend past the date on which a participant accepts an offer of full-time employment from a subsequent employer.

Our Severance Plan also subjects participants to restrictive covenants as a condition of participating therein, with such covenants consisting of the following: (i) non-solicitation and non-compete for (a) 12 months following a Qualifying Termination not in connection with a Change in Control or (b) either 24 months (Tier 1 participant) or 18 months (Tier 2 participant) following a Qualifying Termination during the Change in Control Protection Period and (ii) perpetual confidentiality and non-disparagement.

Other Benefits

Executive officers are eligible to participate, with other employees, in various employee benefit plans, including paid time off, medical, dental and disability insurance plans and a 401(k) plan. The Committee exercises no discretion over this participation.


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Executive Compensation Program Governance

Risk Management

The Committee carefully considers the relationship between risk and our overall compensation policies, programs and practices for Named Executive Officers and other employees. The Committee continually monitors the Company’s general compensation practices, specifically the design, administration and assessment of our incentive plans, to identify any components, measurement factors or potential outcomes that might create an incentive for excessive risk-taking detrimental to the Company.

The Committee has determined that the Company’s compensation plans and policies do not encourage excessive risk-taking. The foregoing conclusion is based upon the risk mitigation factors outlined below, together with the general design of the executive compensation program, which utilizes a mix of pay elements (base salary, STIP, PSUs, and restricted stock units (“RSUs”)) and short-term and long-term compensation plans that balance risk through the delayed payment of long-term awards. Multiple performance measures are included in the executive compensation program and maximum caps are in place for incentive compensation. Further, the Committee has the ability to apply negative discretion.

Stock Ownership Guidelines and Ongoing Holding Requirements for Officers

Our Board has adopted Stock Ownership Guidelines for officers at the Vice President level or higher. Each officer subject to the Stock Ownership Guidelines is expected to hold or have held Company stock, including unvested restricted stock or unvested restricted stock units, with a value equal to a multiple of their base salary as follows:

Officer Share Ownership Guidelines


Officers			Holding Requirement

CEO			5x annual base salary
Executive Vice President			3x annual base salary
Chief Operating Officer			2x annual base salary
Senior Vice President			2x annual base salary
Vice President			1x annual base salary

An officer who does not meet the minimum holding requirement may not sell any shares of our Common Stock until he or she meets the holding requirement and would continue to meet the holding requirement following any such sale. Unvested performance-based stock awards and performance-based stock units do not count toward satisfaction of the Stock Ownership Guidelines. Officers subject to the Stock Ownership Guidelines are expected to comply within five years from the later of the initial effective date of the guidelines (June 1, 2021) or the date the individual is named to a participating position (or a higher holding requirement, if applicable). All of the actively serving Named Executive Officers are on track to meet the holding requirement within the applicable five-year period.

The Stock Ownership Guidelines effectively require that our officers, subject to the coming years’ requirements, hold as a group approximately $10.1 million of Company stock, including unvested restricted stock or unvested restricted stock units.

Clawback Policy

The Committee has adopted a robust policy of recoupment of compensation in certain circumstances that applies to each executive officer of the Company. The policy authorizes the Company to recover certain excess benefits received under awards in the event the Company issues a restatement of its financial statements due to its material noncompliance with financial reporting requirements under U.S. securities laws, regardless of whether the executive officer engaged in misconduct or otherwise caused or contributed to the requirement for the restatement. The Committee intends to update or


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supplement our policy as necessary to comply with final listing standards when adopted by the NYSE to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to recoupment of incentive-based compensation.

Insider Trading Policy

Our Insider Trading Policy, which applies to our directors, employees and employees of our consolidated employees, together with their family members and controlled entities (collectively, “Insiders”), prohibits Insiders from buying or selling Company securities when in possession of material nonpublic information and during other blackout periods. Any sale or purchase of common stock by directors, executive officers, and all other senior leaders must be made during pre-established periods. Directors and executive officers must also receive pre-clearance from the Compliance Committee prior to any sale, purchase or making of a bona fide gift (as established under the Insider Trading Policy) or pursuant to a pre-approved and pre-established Rule 10b5-1 Plan.

Hedging and Pledging Policies

Pursuant to our Insider Trading Policy, Insiders are prohibited from holding any Company stock in a margin account or engaging in any transaction that would have the effect of hedging the economic risk of ownership of their Company stock, unless such transactions are cleared in advance by the Compliance Committee. Insiders may only pledge Company stock if (i) such pledged Company stock represents less than 5% of the outstanding Company stock and (ii) such pledges are approved in advance by the Compliance Committee. Insiders are not permitted to hold Company stock in margin accounts.

Tax Consideration for Pay

Section 162(m) of the Internal Revenue Code generally limits the tax deductibility of compensation paid to the Chief Executive Officer and other covered officers to $1 million in any taxable year. Thus, while an exception exists for certain arrangements in place as of November 2, 2017, we generally will not be able to take a deduction for any compensation paid to our NEOs in excess of $1 million. While the Committee considers this limitation on tax deductibility, its decisions regarding executive compensation are determined based on the philosophy and factors described in this CD&A.


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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis with management. Based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for the 2023 Annual Meeting of Stockholders and incorporated by reference into the Transition Report on Form 10-KT for the nine-month transition period ended December 31, 2022.

Respectfully submitted,

The Compensation Committee

Wesley E. Kern, Chair
Lorin L. Brass

General Maryanne Miller, Ret.
Christopher A. Pucillo

The foregoing report shall not be deemed incorporated by reference by any general statement or reference to this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference therein, and shall not otherwise be deemed filed under those Acts.


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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

Summary Compensation Table

The following table provides information about the compensation of each of our Named Executive Officers for the stub period for the nine months ended December 31, 2022 (indicated as “TYE22”), the fiscal years ended March 31, 2022 and March 31, 2021, and the stub period for the three months ended March 31, 2020 (indicated as “SP”):


Name & Principal Position	Fiscal Year(1)	Salary ($)	Bonus ($)	Stock Awards(2) ($)	Option Awards(2) ($)	Non-Equity Incentive Plan Compensation(3) ($)	All Other Compensation(4) ($)	Total ($)

Christopher S. Bradshaw President and Chief Executive Officer	TYE22	542,466	—	3,077,047	—	931,231	19,215	4,569,959
	2022	720,000	—	2,660,921	—	1,015,875	19,011	4,415,807
	2021	720,000	—	644,164	915,830	829,586	20,244	3,129,824
	SP	172,801	—	845,796	—	221,532	17,100	1,257,229
Alan Corbett(5) Chief Operating Officer, Government Services	TYE22	273,600	—	604,589	—	238,430	34,529	1,151,148
	2022	363,142	—	665,716	—	297,159	50,357	1,376,374
	2021	363,142	300,000	32,211	45,795	213,975	43,000	998,123
David F. Stepanek Executive VP, Chief Transformation Officer	TYE22	301,370	—	854,725	—	275,920	19,623	1,451,638
	2022	400,000	—	844,744	—	302,600	18,661	1,566,005
	2021	400,000	260,000	128,836	183,170	225,159	57,232	1,254,397
	SP	79,563	144,000	487,645	—	51,000	3,200	765,408
Jennifer D. Whalen Sr. VP, Chief Financial Officer	TYE22	318,959	—	689,114	—	272,576	19,786	1,300,435
	2022	400,000	—	633,556	—	276,188	23,804	1,333,548
	2021	380,000	—	286,308	169,872	203,177	12,508	1,051,865
	SP	77,077	—	226,349	—	49,407	17,100	369,933


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Name & Principal Position	Fiscal Year(1)	Salary ($)	Bonus ($)	Stock Awards(2) ($)	Option Awards(2) ($)	Non-Equity Incentive Plan Compensation(3) ($)	All Other Compensation(4) ($)	Total ($)

Crystal L. Gordon Former Sr. VP, General Counsel, Head of Government Affairs, and Corporate Secretary	TYE22	234,521	—	641,025	—	234,521	18,712	1,128,779
	2022	400,000	—	633,556	—	375,090	14,901	1,423,547
	2021	380,000	—	90,186	128,220	299,338	37,788	935,532
	SP	93,238	—	325,978	—	79,688	9,488	508,392

(1)Amounts shown for TYE22 reflect the period beginning on April 1, 2022 and ending on December 31, 2022.

(2)The amount shown is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. A discussion of the policies used in the calculation of grant date fair values is set forth in Note 13 to the consolidated financial statements of our Transition Report on Form 10-KT filed with the SEC on March 9, 2023. The amounts shown may not correspond to the actual value that will be recognized by the NEO.

(3)For TYE22, represents amounts paid by the Company under the TYE22 STIP based on the achievement of certain Company performance measures during TYE22. In the case of Ms. Gordon, the Company paid $234,521, which amount is equal to the prorated amount of her TYE22 STIP grant at Target performance level for the period from April 1, 2022 to October 31, 2022. For additional information, please see “Compensation Discussion and Analysis — Short-Term Annual Incentive Program” above.

(4)Includes for TYE22:


	Mr. Bradshaw	Mr. Corbett	Mr. Stepanek	Ms. Whalen	Ms. Gordon

Company 401(k) Contribution	$11,654	—	$14,608	$14,608	$14,608
Company Paid Life and Disability Insurance	$7,561	$484	$5,015	$5,178	$4,104

U.K. Defined Contribution Scheme(a)	—	$34,045	—	—	—

Total	$19,215	$34,529	$19,623	$19,786	$18,712

(a)Mr. Corbett participates in a defined contribution scheme in which the Company made contributions in the amount of £28,302 during TYE22. The USD amount of such contributions is based on an exchange ratio of 1 GBP to 1.20 USD, being the foreign exchange rate as of December 31, 2022.

(5)Mr. Corbett was not an NEO prior to fiscal year 2021 and, therefore, his compensation is not disclosed for any prior periods.


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Grants of Plan-Based Awards

The following table sets forth information concerning grants of awards to each of our Named Executive Officers under the long-term incentive program during Transition Year Ended 2022:

Grants of Plan-Based Awards for Transition Year Ended 2022


Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards(1) ($)
		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)

Mr. Bradshaw	June 1, 2022(2)	254,281	813,699	1,627,397	—	—	—	—	—
	June 1, 2022(3)	—	—	—	—	—	—	50,332	1,439,999
	June 1, 2022(4)	—	—	—	12,583	25,166	50,332	—	719,999
	June 1, 2022(5)	—	—	—	12,583	25,166	50,332	—	917,049
Mr. Corbett	June 1, 2022(2)	64,125	205,200	410,400	—	—	—	—	—
	June 1, 2022(3)	—	—	—	—	—	—	9,890	282,953
	June 1, 2022(4)	—	—	—	2,472	4,945	9,890	—	141,476
	June 1, 2022(5)	—	—	—	2,472	4,944	9,888	—	180,159
Mr. Stepanek	June 1, 2022(2)	75,342	241,096	482,192	—	—	—	—	—
	June 1, 2022(3)	—	—	—	—	—	—	13,981	399,996
	June 1, 2022(4)	—	—	—	3,495	6,991	13,982	—	200,013
	June 1, 2022(5)	—	—	—	3,495	6,990	13,980	—	254,716
Ms. Whalen	June 1, 2022(2)	74,756	239,219	478,438	—	—	—	—	—
	June 1, 2022(3)	—	—	—	—	—	—	11,272	322,492
	June 1, 2022(4)	—	—	—	2,818	5,636	11,272		161,246
	June 1, 2022(5)	—	—	—	2,818	5,636	11,272	—	205,376


Bristow Group Inc.			54			2023 Proxy Statement


DIRECTOR AND EXECUTIVE OFFICER COMPENSATION			TABLE OF CONTENTS			1


Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards(1) ($)
		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Ms. Gordon(6)	June 1, 2022(2)	94,178	301,370	602,740	—	—	—	—	—
	June 1, 2022(3)	—	—	—	—	—	—	10,486	300,004
	June 1, 2022(4)	—	—	—	2,621	5,243	10,486	—	150,002
	June 1, 2022(5)	—	—	—	2,621	5,242	10,484	—	191,018

(1)These amounts represent the grant date fair value of TYE22 RSUs, TYE22 RTSR PSUs and TYE22 Cash ROIC PSUs granted to each NEO during Transition Year Ended 2022 as computed in accordance with FASB ASC Topic 718. A discussion of the policies used in the calculation of grant date fair values is set forth in Note 13 to the consolidated financial statements of our Transition Report on Form 10-KT filed with the SEC on March 9, 2023. The amounts shown may not correspond to the actual value that will be recognized by the NEO.

(2)Represents the amounts of annual cash incentive that may have become payable to each NEO for performance under the TYE22 STIP at Threshold, Target and Stretch performance levels. Ms. Whalen’s annual cash incentive amounts under the TYE22 STIP were prorated based on her base salary of $400,000 for the period from April 1, 2022 to May 31, 2022 and $430,000 for the period from June 1, 2022 to December 31, 2022.

(3)The TYE22 RSUs granted on June 1, 2022 with three-year ratable vesting.

(4)The TYE22 Cash ROIC PSUs may be earned in one-third increments based on performance against a one-year Cash ROIC performance goal for each of the period from April 1, 2022 through March 31, 2023, the period from April 1, 2023 through March 31, 2024 and the period from April 1, 2024 through March 31, 2025. All earned TYE22 Cash ROIC PSUs cliff vest at the third anniversary of the grant date, subject to the NEO’s continued service through the vesting date.

(5)The TYE22 RTSR PSUs cliff vest at the conclusion of the three-year performance period ending on the third anniversary of the grant date, subject to the NEO’s continued service through the vesting date, and are based on the RTSR attained during the performance period.

(6)Ms. Gordon’s annual cash incentive, unvested TYE22 RSUs, TYE22 RTSR PSUs and TYE22 Cash ROIC PSUs were forfeited in full per their terms in connection with her resignation from her position with the Company, effective October 31, 2022. In connection with her resignation, Ms. Gordon received an award of $234,521, which is equal to the prorated portion of her annual cash incentive under the TYE22 STIP at Target performance level for the period from April 1, 2022 to October 31, 2022.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

The Committee does not believe fixed-term executive employment contracts that guarantee minimum levels of compensation over multiple years enhance stockholder value. None of our Named Executive Officers has an employment agreement.

For a discussion of the compensation elements provided to our Named Executive Officers, including base salary, STIP awards and long-term incentive awards, see “Analysis of Executive Officer Compensation” in the Compensation Discussion and Analysis.


Bristow Group Inc.			55			2023 Proxy Statement


DIRECTOR AND EXECUTIVE OFFICER COMPENSATION			TABLE OF CONTENTS			1

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning unexercised stock options and unvested restricted stock of each of our actively serving Named Executive Officers:

Outstanding Equity Awards at Transition Year-End – December 31, 2022

Name

Grant
Date

Option Awards

Stock Awards

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested(1)

($)

Equity Incentive

Plan Awards:

Number of Unearned

Shares, Units or

Other Rights That

Have Not Vested(2)

(#)

Equity Incentive Plan

Awards: Market or

Payout Value of

Unearned Shares,

Units or Other Rights

That Have Not Vested(1)

($)

Mr. Bradshaw

3/19/13

(3)

13,333

—