Brian D. Truelove
About Brian D. Truelove
Brian D. Truelove (age 66) is an independent director of Bristow Group Inc. (VTOL) since 2020; he chairs the Audit Committee, serves on the ESG Committee, and the Board has designated him an “audit committee financial expert.” His background includes senior roles at Hess Corporation (SVP Global Services/CIO/CTO/Head of Supply Chain; SVP Global Offshore Business; SVP Global Drilling & Completions) and Royal Dutch Shell (Head of Global Deepwater Drilling & Completions; SVP for ADNOC/NDC on secondment), underpinning expertise in oil & gas operations, risk management, and technology/cybersecurity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hess Corporation | SVP, Global Services; CIO/CTO; Head of Supply Chain/Logistics; SVP Global Offshore Business; SVP Global Drilling & Completions | 2011–2018 | Senior leadership across technology, operations, and supply chain |
| Royal Dutch Shell | Head, Global Deepwater Drilling & Completions; SVP for ADNOC/NDC (secondment from Shell) | 1980–2011 | Senior upstream operations, deepwater execution |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Expro Group Holdings N.V. | Director | Since 2018 | Audit Committee member (since 2018); Nominating & Governance Committee Chair (since 2021) |
Board Governance
- Committee assignments and leadership: Truelove chairs the Audit Committee and is a member of the ESG Committee; the Board has determined he is independent and an SEC-defined “audit committee financial expert.” The Audit Committee met five times in 2024; the ESG Committee met four times in 2024 .
- Attendance and engagement: In 2024, each incumbent director attended at least 75% of Board and committee meetings; the Board held six meetings in 2024. VTOL separates the roles of CEO and non-executive Chairman, and independent directors meet in executive session as needed, supporting effective oversight .
- Audit Committee remit (selected): Oversees financial reporting integrity, auditor independence and performance, internal controls including ICFR, enterprise risk management (financial, legal/regulatory, cybersecurity), and VTOL’s cybersecurity and AI risk oversight and related disclosures; coordinates ESG disclosures with the ESG Committee .
- Independence and related-party transactions: The Board deems Truelove independent under NYSE rules and Bristow Categorical Standards. The company reported no related party transactions in 2024; Section 16 reporting compliance was complete for 2024 .
Fixed Compensation
- Director pay framework (2024): Annual cash retainer $80,000; additional fees for committee chairs (Audit $15,000; Compensation $12,500; ESG $12,500) and members (Audit $10,000; Compensation $7,500; ESG $7,500); annual equity grant targeted at $150,000 grant-date value (RSUs). Paid quarterly; directors also reimbursed for reasonable out-of-pocket meeting expenses .
- Director stock ownership guideline: Outside directors are expected to hold Company stock equal to at least 4x the annual cash retainer within five years; directors not meeting the guideline may not sell shares until compliant. Aggregate expected outside director holdings ≈ $2.2 million as a group in coming years .
| 2024 Non-Employee Director Compensation (Truelove) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $112,500 |
| Stock Awards (RSUs, grant-date fair value) | $150,000 |
| All Other Compensation | — |
| Total | $262,500 |
| Standard Director Cash/Equity Elements (2024) | Amount (USD) |
|---|---|
| Annual Cash Retainer | $80,000 |
| Audit Chair Fee | $15,000 |
| ESG Committee Member Fee | $7,500 |
| Annual Equity Grant (Target RSU value) | $150,000 |
Performance Compensation
- Director equity structure: Non-employee directors receive time-based RSUs targeted at $150,000 in grant-date value per 12 months of service; as of Dec 31, 2024, each non-employee director other than Pucillo held 4,416 unvested RSUs. Truelove also held 4,880 exercisable stock options (legacy awards) as of Dec 31, 2024 .
- Illustrative grant/vesting: On June 4, 2025, Truelove received 5,079 RSUs under the 2021 Equity Incentive Plan; these RSUs vest in full on June 4, 2026, subject to continued board service .
| Director Equity Detail | Grant/Status | Vesting |
|---|---|---|
| Annual director RSUs (target) | $150,000 grant-date value per 12 months | Time-based; recent grant vests after 12 months (e.g., 6/4/2026 for 6/4/2025 grant) |
| Unvested RSUs at 12/31/2024 (per director, excl. Pucillo) | 4,416 units | Time-based vesting |
| Truelove stock options (exercisable) at 12/31/2024 | 4,880 options | Exercisable; legacy grants |
| Director annual comp cap (LTIP) | $690,000 combined cash + grant-date fair value | LTIP director limit per fiscal year |
Other Directorships & Interlocks
| Company | Industry Link | Role | Committee Roles |
|---|---|---|---|
| Expro Group Holdings N.V. | Oilfield services | Director (since 2018) | Audit Committee member (since 2018); Nominating & Governance Chair (since 2021) |
Expertise & Qualifications
- Key skills and experience highlighted by VTOL: Oil & gas industry, risk management, and technology/cybersecurity; designated audit committee financial expert by VTOL’s Board .
- Board service at VTOL: Independent director since 2020; Audit Chair; ESG Committee member .
Equity Ownership
- Beneficial ownership snapshot (as of April 7, 2025): 26,115 shares directly/indirectly owned; 4,880 options exercisable on or prior to June 6, 2025; total beneficially owned 30,995 shares; <1% of class .
- Insider trading policy and alignment controls: Hedging prohibited and pledging only with strict pre-approval; no hedging or pledging approvals have been granted. Directors must pre-clear trades and transact during open windows; director stock ownership guidelines apply as noted above .
| Holdings & Transactions | Date | Shares/Units | Price | Post-Event Ownership |
|---|---|---|---|---|
| Open-market sale | 12/10/2024 | 2,973 (sold) | $35.49 | 30,531 shares directly owned (after sale) |
| Beneficial ownership snapshot (proxy) | 04/07/2025 | 26,115 shares; 4,880 options exercisable by 06/06/2025 | — | 30,995 total beneficially owned; <1% of class |
| Director RSU grant (VTOL 2021 EIP) | 06/04/2025 | 5,079 RSUs granted (A) | $0 (RSUs) | 35,610 shares owned following grant; RSUs vest 06/04/2026 |
Governance Assessment
- Board effectiveness: Truelove’s deep oil & gas operating background and technology/cyber focus align with VTOL’s risk profile; as Audit Chair and SEC-designated financial expert, he leads oversight of financial reporting, ICFR, enterprise risk (including cybersecurity and AI), and auditor independence. Audit Committee met five times in 2024; Board is majority independent with separated Chair/CEO roles and executive sessions, supporting robust oversight .
- Independence/attendance: VTOL confirms Truelove’s independence; each director attended at least 75% of Board/committee meetings in 2024, indicating baseline engagement. No related party transactions were reported for 2024, reducing conflict risk .
- Incentives and alignment: Director pay balances cash retainers/fees with time-based RSUs; director ownership guideline set at 4x cash retainer with selling restrictions until compliance. Hedging is prohibited and pledging tightly controlled; no approvals granted—positive alignment signals .
- Risk indicators and red flags: None identified in company disclosures—no related-party transactions, no Section 16 delinquency, and director compensation subject to an annual cap under the LTIP. Continue monitoring for any potential information interlocks from external directorships (e.g., Expro), though no conflicts are disclosed by VTOL for 2024 .