Christopher S. Bradshaw
About Christopher S. Bradshaw
Christopher S. Bradshaw, 48, is President and CEO of Bristow Group Inc. (formerly Era Group), serving as CEO since 2014 at Era and since June 2020 at Bristow following the merger; he has been a director since 2015 and holds a B.A. (cum laude) in Economics and Government from Dartmouth College . In 2024, Bristow delivered $1,415 million of total revenues (+9% YoY) and $237 million Adjusted EBITDA (+39% YoY); STIP Adjusted EBITDA was $221.9 million and a 2019–2024 TSR proxy measure shows $112.42 vs peers at $101.68 (value of $100) . A SAR training fatality in Norway eliminated the safety portion of 2024 STIP payouts, highlighting operational risk even as financial execution strengthened .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bristow Group Inc. | President & CEO | Jun 2020–Present | Led post-merger strategy; expanded government SAR (IRCG, UKSAR2G) . |
| Era Group Inc. | President & CEO; Acting CEO; CFO | Nov 2014–Jun 2020; Aug 2014–Nov 2014; Oct 2012–Sep 2015 | Stabilized/grew through commodity cycle; integrated into Bristow . |
| U.S. Capital Advisors LLC | Co-founder, Managing Partner & CFO | 2009–2012 | Built independent advisory platform . |
| UBS / Morgan Stanley / PaineWebber | Energy Investment Banker | — | Capital markets and advisory expertise in energy . |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| HeliOffshore | Board/Leadership | Since 2014 | Industry safety collaboration . |
| National Ocean Industries Association (NOIA) | Board – Executive Committee | Since 2021 | Offshore energy policy/advocacy . |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary (effective) | $720,000 (as of Mar 3, 2023) | $800,000 (as of Mar 1, 2024) |
| Salary actually paid (SCT) | $731,090 | $784,626 |
| Target Annual Bonus ($) | — | $1,200,000 (STIP target) |
| Target Bonus % of Salary | — | 150% (derived: $1,200,000 / $800,000) |
Performance Compensation
2024 STIP Framework and Results (Company-wide metrics; CEO payout follows)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Safety – ICAO Air Accident | 12.5% | Company calc (see proxy) | Fatality occurred | 0% |
| Safety – LTISR | 12.5% | 4.5 | 2.61 | 0% (safety eliminated due to fatality) |
| STIP Adjusted EBITDA | 50% | $195.0m | $221.9m | 176.8% |
| Individual Strategic Goals | 25% | Threshold requires ≥$150m STIP EBITDA | 98% average for NEOs | 98% |
- CEO 2024 STIP payout: $1,323,738, or ~112% of target, reflecting strong financial/strategic execution with safety component zeroed .
2024 Long-Term Incentive (granted Mar 8, 2024)
- Mix: 60% PSUs (30% RTSR vs PHLX Oil Service Index (OSX); 30% Cash ROIC), 40% time-based RSUs; CEO 2024 LTI target = 400% of salary .
- Vesting: RSUs ratable over 3 years; PSUs over a 3-year performance period (2024–2026), with RTSR payouts 0–200% (capped at 100% if TSR negative); Cash ROIC measured in one‑third annual tranches with shares delivered after the 3‑year period .
| Award (Grant 3/8/2024) | Units (Target) | Max Units | Grant-Date Fair Value ($) |
|---|---|---|---|
| RSUs | 49,941 | — | 1,279,988 |
| PSUs – RTSR | 37,456 | 74,912 | 1,170,125 |
| PSUs – Cash ROIC | 37,456 | 74,912 | 959,997 |
Outstanding PSU Achievement Snapshots Recorded in 2024
| Grant | Metric | Period Assessed | Result | Earned (portion) |
|---|---|---|---|---|
| 6/1/2021 | Cash ROIC | Year 3 of 3 (12 months to 3/31/2024) | 9.8% | 122% of one-third |
| 6/1/2022 | Cash ROIC | Year 2 of 3 (12 months to 3/31/2024) | 9.8% | 122% of one-third |
| 3/10/2023 | Cash ROIC | Year 2 of 3 (12 months to 12/31/2024) | 12.2% | 164% of one-third |
| 3/8/2024 | Cash ROIC | Year 1 of 3 (12 months to 12/31/2024) | 12.2% | 164% of one-third |
Equity Ownership & Alignment
Beneficial Ownership (as of Apr 7, 2025)
| Holder | Direct/Indirect Shares | Options Exercisable by 6/6/2025 | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Christopher S. Bradshaw | 239,760 | 103,333 | 343,093 | 1.2% |
Outstanding Awards (as of Dec 31, 2024)
- Options: 20,000 at $63.78 expiring 3/19/2025; 83,333 at $15.76 expiring 6/12/2030 .
- Unvested RSUs and PSUs (selected lines shown below; market values at $34.30 on 12/31/2024 where provided):
- RSUs: 6/1/2022 – 16,777 units ($575,451) ; 3/10/2023 – 46,173 units ($1,583,734) ; 3/8/2024 – 49,941 units ($1,712,976) .
- PSUs: 6/1/2022 – earned RSUs 15,266 ($523,624) and unearned 50,332 units ($1,726,388) ; 3/10/2023 – earned RSUs 30,780 ($1,055,754) and unearned 61,566 units ($2,111,714) ; 3/8/2024 – earned RSUs 20,474 ($702,258) and unearned 74,912 units ($2,569,482) .
Alignment safeguards:
- Stock ownership guidelines: CEO 5x salary; all NEOs, including CEO, are in compliance .
- Hedging/pledging: Prohibited absent pre‑clearance; no hedging or pledging approvals granted .
- Clawback: Dodd-Frank/NYSE-compliant policy effective Oct 2, 2023, plus supplemental misconduct restatement policy .
Insider selling/vesting context:
- 2024 equity vested (CEO): 77,866 shares vested value $2,579,430; no option exercises disclosed for CEO in 2024; (company-wide 2024 vestings table excerpt) .
Employment Terms
Severance and Change-in-Control Economics (Senior Executive Severance Plan; effective Oct 20, 2022)
- No fixed-term employment agreement; at-will. Company provides severance under a tiered plan; CEO is Tier 1 .
- Qualifying Termination (no CIC): 2x base salary (paid over 24 months), pro‑rata target bonus, up to 18 months COBRA subsidy, outplacement (≤$25k) .
- CIC Protection Period (Potential CIC start through 24 months post-CIC): 3x (salary + target bonus) payable lump-sum, pro‑rata target bonus, 18 months COBRA cash, outplacement (≤$25k); single-trigger plan acceleration per award terms noted separately in plan summary .
- Restrictive covenants: Non-solicit/non-compete 12 months (non-CIC), 24 months for Tier 1 post-CIC; perpetual confidentiality and non‑disparagement .
Quantified Potential Payouts (Dec 31, 2024)
| Scenario (Dec 31, 2024) | Salary Multiple ($) | Pro‑rata Target Bonus ($) | Equity Vesting ($) | Benefits/Other ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying Termination (no CIC) | 1,600,000 | 1,200,000 | 5,357,198 | 61,717 | 8,218,915 |
| Qualifying Termination during CIC window | 2,400,000 | 3,600,000 | 10,354,587 | 61,717 | 17,616,304 |
Board Governance
- Role: Director since 2015; designated as “Independent” in proxy grid; no committee memberships listed for Bradshaw .
- Structure: Independent, non-executive Chairman (G. Mark Mickelson); CEO and Chair roles separated to preserve oversight .
- Attendance: Board met 6 times in 2024; each incumbent attended ≥75% of board/committee meetings .
- Director pay: Non-employee director retainer $80,000 cash plus committee fees and $150,000 annual RSU grant; employee directors (e.g., CEO) do not receive director fees .
- Say-on-pay: 2024 approval ~99% of votes cast; 2025 results: For 25,392,377; Against 588,996; Abstain 2,021; (broker non-votes 1,568,689) .
Compensation Peer Group and Governance Practices
- Peer group comprises air transport and oilfield services names (e.g., SkyWest, Kirby, Noble, Oceaneering, Tidewater, Expro, Helix, etc.); Bristow 2024 revenue $1,415m vs peer median $1,713m .
- Targeting philosophy: Generally target market median for total direct compensation .
- Best practices: ~85% of CEO target direct comp is variable; increased PSU mix to 60% in 2024; no excise tax gross-ups; no significant perqs; robust clawback; no option repricing; ownership requirements; anti-hedging/pledging .
Director Service and Dual-Role Implications
- Board service: Director since 2015; not on Audit, Compensation, or ESG committees; the board deems him independent in the director grid .
- Dual role assessment: Separation of CEO and Chair mitigates concentration of power and preserves independent oversight; independent committee chairs and executive sessions further bolster governance .
Compensation Structure Analysis (signals)
- Shift toward performance equity: PSU mix raised to 60% in 2024, emphasizing Cash ROIC and relative TSR versus OSX; RSUs at 40% promote retention .
- Options largely phased out: No stock options used in annual programs since 2021; existing legacy options remain outstanding .
- Risk modifiers and consequences: 2024 safety fatality eliminated the entire safety STIP component, demonstrating downside in non-financial metrics; RTSR payouts capped at target if absolute TSR is negative .
- Stockholder alignment: Strong say‑on‑pay support (99% in 2024; 2025 also strongly supportive), robust clawback, ownership rules, and no hedging/pledging approvals .
Related Party Transactions and Other Red Flags
- Related party transactions: None in 2024 .
- Hedging/pledging: Prohibited without pre-approval; none approved .
- Tax gross-ups/repricings: None; option repricing prohibited under plan terms without stockholder approval .
Investment Implications
- Alignment and incentives: CEO pay program is highly at‑risk (~85%) with greater weighting to PSUs (Cash ROIC and RTSR), a positive for long‑term value alignment; ownership guideline compliance and anti‑hedging practices reduce misalignment risk .
- Retention and deal protections: Tier 1 severance economics (3x salary+target bonus plus equity acceleration in CIC) offer retention but imply material transaction costs (~$17.6m at 12/31/24), relevant for M&A scenarios .
- Execution vs. risk: 2024 saw meaningful EBITDA growth and strong STIP EBITDA performance, but the SAR fatality zeroed safety payout — investors should weigh ongoing safety execution alongside growth initiatives (IRCG, UKSAR2G) and capital deployment (AW189 purchase, financings) .
- Dilution watch: 2025 equity plan amendment adds 600,000 shares (additional potential dilution ~1.93%) to sustain LTI competitiveness; continued discipline in burn rate (3‑year avg 2.12%) is important for shareholder returns .
Notes: All data are as disclosed in Bristow Group Inc.’s 2025 Proxy Statement (DEF 14A) and subsequent 8‑K meeting results. Where target percentages are shown, they are derived from disclosed salary and target award amounts. Citations: .