Christopher Pucillo
About Christopher Pucillo
Independent director of Bristow Group Inc. (VTOL) since 2020; age 57; Managing Partner, CEO and CIO of Solus Alternative Asset Management LP (founded 2007). Core credentials are credit and special-situations investing, with prior senior roles in high-yield loan trading at Morgan Stanley and hedge funds at Stanfield; designated skills include finance, strategic planning, and M&A. The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solus Alternative Asset Management LP | Managing Partner, CEO/CIO | 2007–present | Founded and leads credit/special-situations platform |
| Stanfield Capital Partners | Partner/Head of Hedge Funds; Partner/Head of Trading | 2000–2007 | Trading and hedge fund leadership |
| Morgan Stanley | Head of High Yield Loan Trading | 1996–2000 | Led HY loan trading business |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Telluride Foundation | Director/Supporter (other leadership and service) | N/A | Philanthropic involvement |
| Visiting Nurse Association | Director/Supporter (other leadership and service) | N/A | Non-profit involvement |
| Western Golf Association | Director/Supporter (other leadership and service) | N/A | Non-profit involvement |
Board Governance
- Committee assignments: Compensation Committee member; Environmental, Social, and Governance (ESG) Committee member; no chair roles disclosed .
- Independence: Board determined he is independent under NYSE standards; majority-independent Board .
- Attendance: In 2024, each incumbent director attended at least 75% of combined Board and committee meetings on which they served .
- Years of service: Director since 2020 (≈5 years through 2025) .
- Majority voting & resignation policy: Incumbent directors must tender conditional resignations if they fail to receive a majority of votes cast in uncontested elections; Board must decide on acceptance within 90 days .
Director election support (votes cast; oldest → newest):
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Christopher Pucillo – For | 21,492,153 | 24,409,163 | 25,533,748 |
| Christopher Pucillo – Withheld | 4,079,293 | 574,373 | 449,646 |
Fixed Compensation
- Program structure (non-employee directors): Annual cash retainer $80,000; committee member fees: Audit $10,000, Compensation $7,500, ESG $7,500; chair fees: Audit $15,000, Compensation $12,500, ESG $12,500; annual equity grant target $150,000 (RSUs) per 12 months of service .
- 2024 actual (Pucillo): $95,000 in cash; he elected not to receive the $150,000 annual RSU grant (stock award $0) .
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $95,000 |
| Stock Awards (RSUs) | $0 (elected to forgo) |
| Total | $95,000 |
Performance Compensation
- Standard annual equity grant: Non-employee directors are eligible for an RSU grant targeted at $150,000 per 12 months of service; Pucillo elected not to receive this grant for 2024 .
- Ownership guidelines (directors): Outside directors are expected, within five years, to hold Company stock (including unvested time-based RS/RSUs) equal to at least 4× the annual cash retainer; directors who are not in compliance may not sell Company shares until compliant .
- Clawback and award governance: Equity awards under the 2021 Equity Incentive Plan are subject to clawback per Company policy; awards feature minimum one-year vesting, no option repricing without shareholder approval, and other stockholder-protective features .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Pucillo in VTOL’s proxy .
- Compensation Committee interlocks: None; during 2024, no member of the Compensation Committee (including Pucillo) had relationships requiring related-person disclosure, and no interlocking relationships were reported .
Expertise & Qualifications
- Designated skills: Finance/Accounting/Legal; Strategic Planning; Mergers & Acquisitions .
- Background: 25+ years across trading and asset management with leadership in high-yield/distressed credit markets .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership | 3,122,653 shares (indirect via funds/accounts managed by Solus and/or affiliates) |
| Percent of shares outstanding | 10.9% |
| Directly held shares | Not disclosed as directly owned; reported as indirect beneficial due to role at Solus GP; Pucillo disclaims beneficial ownership except to extent of pecuniary interest |
| Options exercisable | None reported for Pucillo as of April 7, 2025 |
| Hedging/pledging | Company policy prohibits hedging and margin; pledging requires pre-approval and strict limits; no hedging or pledging has been approved by the Compliance Committee |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: Approved by ~99% of votes cast (Board cites 2024 result as affirmation of program design) .
- 2025 say-on-pay: Votes For 25,392,377; Against 588,996; Abstain 2,021; Broker non-votes 1,568,689 (~97.7% For by votes cast) .
| Say-on-Pay Outcome | 2024 | 2025 |
|---|---|---|
| Result | ~99% For | 25,392,377 For; 588,996 Against; 2,021 Abstain |
Related Party Transactions & Conflicts
- Large shareholder affiliation: Solus Alternative Asset Management LP (managed by Pucillo) is a 10.9% beneficial owner; filings indicate Pucillo, as managing member of Solus GP, may be deemed to share voting/dispositive power; he disclaims beneficial ownership and group membership in such securities except to extent of pecuniary interest .
- Related-party transactions: The Company reported no related-party transactions in 2024 (as defined in its Related Party Transactions Policy) involving directors, officers, 5% holders, or their immediate family members .
- Independence determination: Despite Solus’ 10.9% stake, the Board determined Pucillo is independent under NYSE rules and the Company’s categorical standards .
Governance Assessment
- Alignment and influence: Pucillo’s association with a 10.9% holder implies strong economic alignment with shareholders and potentially influential stewardship; he is designated independent, with no related-party transactions disclosed and no Comp Committee interlocks in 2024 .
- Compensation oversight optics: Serving on the Compensation Committee while representing a significant shareholder can raise perception risk; counterpoints include formal independence, use of an independent consultant (Mercer) vetted for independence, and robust clawback/ownership policies .
- Shareholder support signals: Rising For votes and declining Withheld counts for Pucillo from 2023 to 2025, and high say-on-pay support in 2024–2025, suggest improving/strong investor confidence in governance and pay practices .
- Risk indicators: Company-level hedging/pledging is restricted and none approved, reducing alignment risks; no RPTs reported for 2024. A 2024 SAR training fatality zeroed out the STIP safety component for executives, highlighting the ESG committee’s safety oversight salience (Pucillo serves on ESG) .
Net takeaway: Pucillo brings deep credit/investing expertise and shareholder alignment through Solus’ stake, with formal independence and no RPTs/interlocks reported. Opting out of director RSUs reduces personal board-equity exposure, but his indirect economic interest via Solus is substantial. High say-on-pay approval and stable election support are positive signals; ongoing monitoring of committee decisions given significant-holder representation remains prudent .