Robert J. Manzo
About Robert J. Manzo
Independent director of Bristow Group Inc. (VTOL) since 2020; age 67 and U.S. citizen. Background includes founder/managing member of RJM I, LLC (since 2005), Senior Managing Director at FTI Consulting (2000–2005), and co‑founder of Policano & Manzo, LLC (sold to FTI) . He serves as Chair of Bristow’s Environmental, Social, and Governance (ESG) Committee and is a member of the Audit Committee; the Board has affirmatively determined his independence under NYSE rules and Bristow’s categorical standards . Education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RJM I, LLC | Founder & Managing Member | Since 2005 | Financial advisory leadership; M&A and governance expertise |
| FTI Consulting, Inc. | Senior Managing Director | 2000–2005 | Corporate restructuring/financial advisory; led complex engagements |
| Policano & Manzo, LLC | Co‑founder | Pre‑2000 (sold in 2000) | Built financial consulting firm; sale to FTI expanded platform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visteon Corporation | Director; Audit Committee Chair; Corporate Sustainability & Governance Committee Chair | Audit Chair since 2016; Sustainability & Governance Chair since 2012 | Leads financial oversight and governance at a public auto tech supplier |
| ADVANZ Pharma Corp. | Director | 2019–2021 | Board oversight at specialty pharma during strategic period |
| Private: Angler Club; Star Struck LLC; Ocean Reef Club | Director/Member; Chairman (Ocean Reef Club) | Angler Club since 2023; Star Struck since 2010; Ocean Reef Club Chair 2019–2021 | Community and private enterprise governance roles |
Board Governance
- Committee assignments: ESG Committee Chair; Audit Committee member .
- Independence: Board determined Manzo and the majority of directors are independent under NYSE rules and Bristow standards .
- Attendance: In 2024, each incumbent director attended at least 75% of aggregate Board and committee meetings; Board held six meetings .
- Board leadership: Independent, non‑executive Chair; executive sessions of non‑management directors held periodically, chaired by the Board Chair .
- ESG Committee remit (chaired by Manzo): oversees ESG strategy, human capital, nominates director candidates, reviews committee composition, and evaluates non‑employee director compensation .
Fixed Compensation
| Component | Bristow Non‑Employee Director Schedule | Manzo 2024 Actual |
|---|---|---|
| Annual cash retainer | $80,000 (paid quarterly) | $110,000 cash total |
| Committee chair fees | Audit: $15,000; Compensation: $12,500; ESG: $12,500 (paid quarterly) | ESG Chair applicable |
| Committee member fees | Audit: $10,000; Compensation: $7,500; ESG: $7,500 (paid quarterly) | Audit member applicable |
| Meeting fees | None disclosed | None disclosed |
| Director compensation cap | $690,000 per fiscal year (cash+equity grant date value) | Below cap |
Notes:
- The $110,000 cash reflects retainer and committee fees associated with his ESG chair and Audit membership .
- Directors reimbursed for reasonable out‑of‑pocket expenses .
Performance Compensation
| Equity Component | Detail | Manzo 2024/As of 12/31/2024 |
|---|---|---|
| Annual equity grant | $150,000 target grant date value in RSUs per 12 months of service | $150,000 stock awards in 2024 |
| Unvested RSUs | Minimum vesting 12 months under plan; outside directors held unvested RSUs | 4,416 unvested RSUs as of 12/31/2024 |
| Options | Outstanding/exercisable options held by certain directors | 4,880 options exercisable on or prior to 6/6/2025 |
- Director equity is time‑based RSUs; no performance metrics tied to director equity grants are disclosed .
Other Directorships & Interlocks
| Company | Sector | Role | Committees/Notes |
|---|---|---|---|
| Visteon Corporation | Automotive technology | Director | Audit Chair; Corporate Sustainability & Governance Chair |
| ADVANZ Pharma Corp. | Pharmaceuticals | Former Director | 2019–2021 |
- Related‑party transactions: Bristow reported no related party transactions involving any director or related person in 2024 .
Expertise & Qualifications
- Skills: Finance/Accounting/Legal; Public Company Governance; Mergers & Acquisitions .
- ESG/Nominations leadership: Chairs ESG Committee with remit over director selection, committee composition, and non‑employee director pay programs .
Equity Ownership
| Holder | Shares Direct/Indirect | Options Exercisable by 6/6/2025 | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Robert J. Manzo | 39,088 | 4,880 | 43,968 | <1% (asterisk denotes <1%) |
- Director stock ownership guidelines: Outside directors expected to hold Company stock equal to at least 4× annual cash retainer within five years; group requirement ~$2.2 million in aggregate .
- Hedging/pledging: Company policy prohibits hedging and margin accounts; pledging allowed only under strict limits and pre‑clearance (Insider Trading Policy) .
Governance Assessment
-
Positive signals:
- Independent status; multi‑committee engagement (ESG Chair, Audit member) strengthens oversight .
- Attendance threshold met across the Board in 2024; six Board meetings held .
- Transparent, modest director pay structure with equity alignment ($150k RSUs) and ownership guidelines (4× retainer) .
- No related‑party transactions in 2024; Section 16(a) filings compliant .
- Strong shareholder support on say‑on‑pay: ~99% approval for 2024; 2023 ~97% (broader governance tone) .
-
Watch items / potential conflicts:
- As ESG Committee Chair, Manzo participates in evaluating non‑employee director compensation (standard remit); continued benchmarking reliance on independent consultant and Board approval mitigates risk .
- External board at Visteon (auto tech) appears non‑overlapping with Bristow’s helicopter operations; monitor for any contracting relationships; none disclosed via related‑party policy .
-
Compensation structure quality:
- No meeting fees; capped annual compensation; minimum vesting standards; director pay well below cap .
- Company‑wide clawback applies to executive incentive compensation; not directly applicable to directors but signals governance rigor .
Director Compensation (2024)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robert J. Manzo | 110,000 | 150,000 | 260,000 |
Committee Assignments & Attendance
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| ESG | Chair | ESG met four times in 2024 | Committee members independent |
| Audit | Member | Audit met five times in 2024 | Committee members independent; financially literate |
Policy & Program Notes
- Non‑employee director compensation schedule (cash + fees + RSUs) and director ownership guidelines (4× retainer) .
- Director compensation cap of $690,000 (cash + grant date value of equity) per fiscal year under the plan .
- Board practices include executive sessions of non‑management directors and majority voting resignation policy .
Overall, Manzo’s governance profile reflects deep financial and public‑company oversight experience, strong committee leadership, and alignment via equity and ownership guidelines, with no disclosed conflicts or related‑party exposures .