Lorin L. Brass
About Lorin L. Brass
Independent director of Bristow Group Inc. (VTOL), age 71, serving since 2020. Background includes senior leadership roles at Shell (Royal Dutch Shell and Shell Oil Company) spanning business development, production operations, engineering, and corporate strategy. Current board independence affirmed under NYSE rules; the Board held six meetings in 2024 and each incumbent director attended at least 75% of Board and committee meetings during periods of service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Dutch Shell | Senior Advisor, Business Development; Director of Global Business Development, Shell International Exploration & Production | Not disclosed | Global BD leadership |
| Shell Oil Company | Production Superintendent, Gulf of Mexico; Engineering Manager, West Coast; Sr. Manager, Corporate Strategy & Planning | Not disclosed | Operations, engineering, strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rausch Companies Inc. (Private) | Chairman | Since Mar 2015 | Private company board |
| Abbey of the Hills | Finance Committee; Chair, Governance | Since 2018 | Non-profit governance |
| Brass Family Foundation | Chairman | Since 2004 | Philanthropy |
| Lennox Area Community Fund | Board | Since 2020 | Community fund |
| Lincoln Conservation District | Board; Chairman | 2008–2024; Chair 2012–2024 | Conservation governance |
| MHCH Foundation | Board | Since 2006 | Non-profit |
| South Dakota Mines Alumni Association | President | 2018–2021 | Alumni leadership |
| South Dakota Mines Foundation | Chairman; Investment Committee | 2007–2019; Chair 2010–2017 | Endowment oversight |
| South Dakota Investment Council | Chairman; Council Member | 2014–2019; Chair 2018–2019 | State investment fund; SDIC is a 12.9% VTOL holder |
Board Governance
- Committee memberships: Compensation Committee (member) and Environmental, Social, and Governance (ESG) Committee (member). Chairs: Compensation—Wesley E. Kern; ESG—Robert J. Manzo; Audit—Brian D. Truelove .
- Independence status: The Board determined Brass is independent under NYSE rules and Bristow’s categorical standards .
- Attendance and engagement: Board met six times in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings during service. Non-management directors meet periodically in executive session; independent directors meet separately at least annually; the Chairman presides over executive sessions .
- Committee activity: Compensation met five times; ESG met four times in 2024. Compensation Committee members (including Brass) are independent and advised by an independent consultant; no interlocks or insider participation in 2024 .
- Say-on-pay and alignment: 2024 say-on-pay approved by ~99% of votes cast, affirming shareholder support for compensation design .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly |
| Compensation Committee member fee | $7,500 | Paid quarterly; applies to Brass |
| ESG Committee member fee | $7,500 | Paid quarterly; applies to Brass |
| Committee chair fees | $0 | Brass is not a chair |
| Meeting fees | Not used | Structure uses retainers/fees |
| Total fees earned (2024) | $95,000 | Sum aligns with retainer + two committee memberships |
- Director stock ownership guidelines: Outside directors expected to hold at least 4x annual cash retainer within five years. Group guideline total ≈ $2.2 million of company stock (including unvested time-based restricted stock/RSUs) .
Performance Compensation
| Pay Element | Grant Value | Instrument | Performance Linkage |
|---|---|---|---|
| Annual equity grant | $150,000 target value | RSUs; number based on grant-date stock price | Time-based vesting; no director performance metrics disclosed |
- As of Dec 31, 2024, Brass held 4,416 unvested director RSUs; he also had 4,880 exercisable stock options from prior plans .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Note |
|---|---|---|---|
| Rausch Companies Inc. | Private | Chairman | No related-party transactions disclosed for 2024 |
| Public company boards | Public | None disclosed | No other public directorships listed |
| South Dakota Investment Council | Public entity | Former Chairman | SDIC holds 12.9% of VTOL; Brass’s role ended in 2019; independence affirmed, and no related-party transactions in 2024 |
Expertise & Qualifications
- Oil & Gas industry, international business, technology/cybersecurity competencies identified by Bristow .
- Deep operating and strategy experience from Shell roles in production, engineering, and corporate planning .
- Governance experience through committee service and multiple non-profit/foundation leadership roles, including investment oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Shares directly/indirectly owned (Apr 7, 2025) | 23,688 |
| Options exercisable on or prior to Jun 6, 2025 | 4,880 |
| Total beneficially owned | 28,568 (less than 1%) |
| Unvested director RSUs (Dec 31, 2024) | 4,416 |
| Hedging/pledging | Prohibited unless pre-cleared; no hedging/pledging approvals granted |
Governance Assessment
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Strengths:
- Independent director with relevant industry and technology oversight experience; active member on Compensation and ESG Committees .
- Compensation Committee independence, use of independent consultant (Mercer), and no interlocks bolster governance quality .
- Clear director compensation structure with balanced cash/equity; robust ownership guidelines and clawback/insider trading controls support alignment and accountability .
- Board responsiveness to safety outcomes (elimination of safety STIP payout after a fatality) signals risk oversight rigor .
-
Potential red flags/monitor-for-risk:
- Historical leadership at South Dakota Investment Council (2018–2019) while SDIC is a current 12.9% VTOL holder could be perceived as an interlock; however, Brass’s role ended prior to VTOL service period and the proxy reports no related-party transactions for 2024 and affirms independence .
- No disclosed public company board experience; while not a deficiency, it limits cross-public board benchmarking exposure .
Overall, current disclosures indicate independence, active committee participation, clean related-party profile, and solid alignment mechanisms for directors; the past SDIC connection merits continued monitoring for perception risks but lacks disclosed transactional conflicts in 2024 .