G. Mark Mickelson
About G. Mark Mickelson
Independent Non-Executive Chairman of the Board at Bristow Group Inc. (VTOL). Age 59; director since 2020 and Chairman since 2020. Background includes founding and leading Mickelson & Company LLC (financial consulting) since 2005 and legislative leadership in the South Dakota House of Representatives (Speaker 2017–2018; Speaker pro Tempore 2015–2016; Member 2012–2016). The Board has affirmatively determined Mickelson is independent under NYSE rules and Bristow’s categorical standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mickelson & Company, LLC | President | Since 2005 | Financial consulting founder/operator |
| South Dakota House of Representatives | Speaker; Speaker pro Tempore; Member | 2012–2018 | Legislative leadership; government affairs expertise |
| Meta Financial Group, Inc. (public) | Director; Audit Committee; Board Loan Committee | 1997–2006 | Financial oversight and credit committee experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ISG (private) | Audit Committee Member | Since 2020 | Private company governance |
| South Dakota Community Foundation | Board/Leadership | Various | Civic leadership |
| USD Foundation | Board/Leadership | Various | Education foundation |
| Sioux Falls Area Chamber of Commerce | Board | Various | Community/business engagement |
| Sioux Falls Development Foundation | Board | Various | Economic development |
| South Dakota Board of Economic Development | Board | Various | Public policy/economic development |
| Southeast Technical College | Advisory Board | Various | Workforce development |
Board Governance
- Role/Structure: Non-Executive Chairman; CEO/Chair roles are separated to strengthen oversight. Mickelson presides over executive sessions of non-management directors; committee chairs and directors help ensure agendas and information adequacy .
- Committee Assignments: Not a member of Audit, Compensation, or ESG committees in 2024 year-end structure; serves as Chairman of the Board .
- Independence: Board determined Mickelson and a majority of directors are independent under NYSE rules and Bristow standards .
- Attendance/Engagement: Board met six times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Majority Voting: Directors failing to receive a majority of votes must tender resignation; Board acts within 90 days, accepting absent compelling reason to retain .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Cash Retainer | 80,000 | Paid quarterly |
| Chairman of the Board Fee | 75,000 | Paid quarterly, in addition to retainer |
| Committee Chair Fees (Audit/Comp/ESG) | 15,000 / 12,500 / 12,500 | Paid quarterly, in addition to retainer |
| Committee Member Fees (Audit/Comp/ESG) | 10,000 / 7,500 / 7,500 | Paid quarterly, in addition to retainer |
Director-specific 2024 compensation:
| Name | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| G. Mark Mickelson | 155,000 | 150,000 | — | 305,000 |
- Non-employee director compensation annual cap: Cash + grant date fair value of equity awards may not exceed $690,000 per fiscal year .
- Director ownership guidelines: Within five years of joining the Board or guideline effective date (June 1, 2021), outside directors expected to hold Company stock equal to at least 4x the annual cash retainer; directors below minimum cannot sell until compliant and would remain compliant post-sale. Aggregate expected holdings for outside directors ≈ $2.2 million .
Performance Compensation
| Metric/Feature | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual Equity Grant Target Value ($) | 150,000 | 150,000 (program) | Time-based RSUs for directors |
| RSUs Granted (#) | 4,416 (grant on 2024-06-05) | 5,079 (grant on 2025-06-04) [ReadFile lines 52–55] | Shares determined by $150k divided by closing price at grant |
| Minimum Vesting | ≥12 months | ≥12 months | LTIP minimum vesting standard; limited 5% carve-out |
| Clawback/Dividends | Clawback policy; no dividends until vesting | Clawback policy; no dividends until vesting | Plan design features protect stockholders |
| Change-in-Control | No single-trigger accelerated vesting | No single-trigger accelerated vesting | Stockholder-friendly feature |
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Meta Financial Group, Inc. | Public | Director; Audit and Board Loan Committees (1997–2006) | Historical; no current Bristow RPT disclosed |
| ISG | Private | Audit Committee Member (since 2020) | Private; no Bristow RPT disclosed |
- Related party transactions: None with any Related Person during 2024 per company policy and Audit Committee oversight .
Expertise & Qualifications
- Finance/Accounting/Legal; Government Affairs/Contracting; Public Company Governance .
- Leadership experience as Non-Executive Chairman and presiding director in executive sessions .
Equity Ownership
Beneficial ownership (as of April 7, 2025):
| Holder | Shares Direct/Indirect | Options Exercisable (by 06/06/2025) | Total Beneficial | % of Class |
|---|---|---|---|---|
| G. Mark Mickelson | 60,770 | 11,063 | 71,833 | <1% |
Insider transactions and position changes:
| Metric | 2024-06-05 | 2025-06-04 | 2025-11-17 (Sale #1) | 2025-11-17 (Sale #2) |
|---|---|---|---|---|
| Shares Transacted (#) | +4,416 RSUs | +5,079 RSUs | -6,000 at $38.3701 [ReadFile lines 15–19] | -4,000 at $38.4537 [ReadFile lines 33–37] |
| Post-Transaction Ownership (#) | 65,186 [ReadFile lines 64–66] | 70,265 [ReadFile lines 46–48] | 64,265 [ReadFile lines 10–12] | 60,265 [ReadFile lines 28–31] |
Stock ownership guidelines and pledging:
- Stock ownership guideline: ≥4x annual cash retainer within 5 years; sales restricted until compliant .
- Shares pledged: Not disclosed; no pledging reported in proxy .
Director Compensation Structure
| Form | Structure | Comments |
|---|---|---|
| Cash | Retainer + Chair/member fees | Chairman fee adds $75k; no meeting fees |
| Equity | Annual RSU grant target $150k | Grant size set by closing price; unvested RSUs held by each non-employee director as of 12/31/2024 were 4,416 (except Pucillo) |
| Options | Legacy options outstanding | Mickelson held 11,063 exercisable options as of proxy reference date |
| Caps/Controls | $690k per director cap; clawback; no single-trigger CIC; no repricing | Stockholder-aligned plan terms |
Compensation Committee framework:
- Members: Kern (Chair), Brass, Pucillo, General Miller; fully independent under NYSE and Bristow standards. Met five times in 2024. Sole authority to retain advisors; annual independence assessments; no interlocks or insider participation disclosed for 2024 .
Say-on-Pay & Shareholder Signals
| Vote | 2024 | 2025 |
|---|---|---|
| Say-on-Pay (For/Against/Abstain/Broker Non-Vote) | 24,705,936 / 237,827 / 39,773 / 1,125,981 | 25,392,377 / 588,996 / 2,021 / 1,568,689 |
| Director Election – Mickelson (For/Withheld/Broker Non-Vote) | 24,769,815 / 213,721 / 1,125,981 | 25,897,829 / 85,565 / 1,568,689 |
Interpretation:
- Strong re-election margins and positive say-on-pay outcomes indicate investor confidence in governance and pay structures .
Governance Assessment
-
Positives:
- Independent Non-Executive Chairman; separation from CEO enhances oversight; presides over executive sessions .
- Majority voting policy and robust committee independence; Compensation Committee uses independent advisors; no interlocks disclosed .
- Stockholder-aligned LTIP features (clawback; no single-trigger; no repricing; minimum vesting) and director compensation cap .
- No related party transactions in 2024; Section 16 compliance noted .
-
Watch items / potential red flags:
- Insider selling: Two open market sales totaling 10,000 shares in November 2025 reduced holdings to ~60,265 shares post-trade; monitor for pattern or alignment with performance cycles [ReadFile lines 10–12, 28–31] .
- Committee non-membership: As Chairman, Mickelson is not on Audit/Comp/ESG committees; effectiveness hinges on agenda-setting and oversight in board role rather than committee work .
- Ownership guideline compliance status not disclosed; sales are restricted until guideline minimums are met, but individual compliance not specified .
-
Overall: Strong governance framework with independent chairmanship, investor support in votes, and prudent plan protections; insider sales in late 2025 merit continued monitoring for alignment signals .