Shefali Shah
About Shefali Shah
Shefali Shah (age 53) is an independent director of Bristow Group Inc. (VTOL) since 2023 and serves on the Audit Committee (member since 2024) . She is an American citizen and senior legal/operating executive, formerly Chief Administrative Officer at Avaya; the Board has affirmatively determined her independence under NYSE rules and Bristow’s categorical standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avaya Holdings Corp. | Chief Administrative Officer | 2017 – Apr 2024 | Oversaw corporate admin; Avaya filed Ch.11 in Feb 2023 and emerged May 2023 (context for restructuring experience) |
| Era Group Inc. (predecessor to Bristow) | SVP, General Counsel & Corporate Secretary | 2013 – 2017 | Led legal, governance; prior affiliation with predecessor entity |
| Comverse Technology, Inc. | SVP, General Counsel & Corporate Secretary | 2010 – 2013 | Led legal/governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Verint Systems Inc. (public) | Director | 2007 – 2013 | Former public company directorship |
| Ulticom, Inc. (public) | Director | 2007 – 2010 | Former public company directorship |
Board Governance
- Independence and roles: Independent director; member, Audit Committee (not Chair) .
- Attendance and engagement: In 2024 the Board held 6 meetings; each incumbent director attended at least 75% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee scope (Audit): Met 5 times in 2024; oversees financial reporting, auditor independence, internal controls, enterprise risk (including cybersecurity and AI), legal/regulatory compliance, ESG disclosure controls, and whistleblower processes .
- Leadership structure: Non-executive Chairman separate from CEO; independent director executive sessions held periodically; independent-only sessions at least annually .
- Nominating/governance oversight: ESG Committee (functions as nominating/governance) manages director recruitment, committee assignments, director compensation evaluation, and conflict-of-interest reviews .
Fixed Compensation (Non-Employee Director Pay)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non-employee director cash retainer (paid quarterly) |
| Committee membership fee (Audit) | $10,000 | Standard annual fee (paid quarterly) |
| Committee chair fee (n/a) | — | Audit Chair fee is $15,000; Ms. Shah is not Chair |
| 2024 cash actually paid | $88,599 | Prorated to reflect joining Audit Committee on Feb 21, 2024 |
Performance Compensation (Equity; Directors)
| Equity Element | Grant/Units | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Annual RSU grant | Target $150,000 | Time-based; minimum 12-month vesting under plan standards | |
| Unvested RSUs held (12/31/2024) | 4,416 | As of year-end, each non-employee director other than one director held 4,416 unvested RSUs | |
| Options/PSUs | None disclosed for directors | Company ceased using options in recent years; director equity is RSUs | |
| Plan/Clawback | Awards subject to company clawback/forfeiture policies | LTIP includes clawback features; awards subject to policy |
Note: Director equity is time-based; there are no performance metrics (no PSU framework) for non-employee directors .
Other Directorships & Interlocks
- Current public boards: None disclosed .
- Prior public boards: Verint Systems Inc. (2007–2013); Ulticom, Inc. (2007–2010) .
- Interlocks/conflicts: ESG Committee reports no compensation committee interlocks; no related-person transactions in 2024; ESG Committee reviews director conflict matters .
Expertise & Qualifications
- Mapped Board skills: Aviation/logistics management; finance/accounting/legal; public company governance .
- Bankruptcy/restructuring exposure: Avaya restructuring (Chapter 11 filed Feb 2023; emerged May 2023) adds turnaround/complex proceedings experience .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (4/7/2025) | Listed as “—” (not reported) in beneficial ownership table; <1% of outstanding |
| Director RSUs (unvested, 12/31/2024) | 4,416 RSUs (time-based) |
| Hedging/pledging | Hedging prohibited; pledging generally prohibited unless pre-approved under strict limits; no hedging or pledging approvals reported |
| Director ownership guidelines | Must hold ≥4× annual cash retainer within 5 years of joining Board; sales restricted until minimum met |
Governance Assessment
- Strengths
- Independent status; placement on Audit Committee overseeing financial reporting, risk (including cybersecurity/AI), and ESG disclosure controls .
- Solid governance pay mix for directors (cash retainer + time-based RSUs), with ownership guidelines to drive alignment .
- No related-party transactions in 2024; Section 16 compliance reported; robust insider trading, anti-hedging, and clawback policies .
- Watch items / potential investor questions
- Beneficial ownership currently not reported (table shows “—”, <1%); while unvested RSUs exist and a 5-year guideline applies, investors may monitor progress toward the 4× retainer ownership threshold over time .
- Prior senior leadership at Avaya during a Chapter 11 restructuring may prompt queries about risk management judgment; however, it also signals restructuring literacy valuable to the Audit Committee .
Insider/Director Compensation Snapshot (2024)
| Metric | Amount |
|---|---|
| Fees earned (cash) | $88,599 (prorated; Audit member as of Feb 21, 2024) |
| Stock awards (grant-date fair value) | $150,000 (annual RSUs) |
| Total 2024 director comp | $238,599 |
| Standard program amounts | $80,000 annual retainer; $10,000 Audit member fee; $150,000 annual RSU target |
| Section 16 filing compliance (2024) | Company states all Section 16 persons were compliant |
| Related-party transactions (2024) | None; policy requires Audit Committee pre-approval; none occurred in 2024 |
Board Governance Reference (for context)
- Board/committee activity: Board met 6x in 2024; Audit Committee met 5x .
- Leadership: Independent Chair separate from CEO; executive sessions of non-management and independent directors are held .
- Say-on-pay environment: 2024 say-on-pay approved by ~99% of votes cast (indicator of shareholder support for compensation/governance program) .