Wesley E. Kern
About Wesley E. Kern
Independent director since 2020 (age 58), Kern is Chair of Bristow’s Compensation Committee and a member of the Audit Committee. He brings finance, aviation/leasing, and international operating experience from senior roles at Lobo Leasing and US Power Generating, and currently leads NexTrise Financial Strategies and Improve One, LLC. The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lobo Leasing Limited | EVP & Chief Financial Officer | 2014 – 2018 | Helicopter leasing finance/operations; relevant asset-heavy, aviation end-markets |
| US Power Generating Company | SVP Finance; VP, M&A | 2006 – 2013 | Corporate finance and transactions; capital allocation experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NexTrise Financial Strategies, LLC | President | Since 2019 | Advisory/finance leadership |
| Improve One, LLC | Director | Since 2019 | Governance role |
| Mile High Labs International, Inc. (Private) | Director | Since 2020 | Private company board |
| Former: All in Behavioral Health (Private) | Director (former) | n/a | Prior private board |
| Former: Meridian Solar, Inc. (Private) | Director (former) | n/a | Prior private board |
Board Governance
- Current assignments: Compensation Committee (Chair); Audit Committee (Member) .
- Independence: Board affirmatively determined Kern is independent under NYSE and Bristow’s categorical standards; a majority of the Board is independent .
- Attendance/Engagement: Board held 6 meetings in 2024; Audit met 5 times; Compensation met 5 times. Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024 .
- Governance practices: Majority voting with conditional resignations for directors not receiving a majority of votes in uncontested elections; periodic executive sessions of non-management/independent directors; separate Chair/CEO structure .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount |
|---|---|
| Cash fees earned/paid (retainer + committee chair/member fees) | $110,000 |
| Director cash retainer (framework) | $80,000 annual |
| Committee chair fees (framework) | Compensation Chair: $12,500; Audit Chair: $15,000 |
| Committee member fees (framework) | Audit Member: $10,000; Compensation Member: $7,500 |
Notes: Kern’s 2024 cash figure in the proxy ($110k) reflects the framework above (retainer plus chair/member fees) .
Performance Compensation (Non-Employee Director Equity – 2024)
Directors receive time-based RSUs; there are no performance-conditioned metrics for director equity grants (unlike executive PSUs). As of December 31, 2024, each non-employee director (other than Mr. Pucillo) held 4,416 unvested RSUs; annual target equity grant is $150,000 in RSUs .
| Grant Type | Target Value | Unvested RSUs at 12/31/2024 |
|---|---|---|
| Annual RSU Grant | $150,000 | 4,416 units |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Kern .
- Compensation Committee interlocks: None in 2024; no insider participation on the committee .
Expertise & Qualifications
- Key skills identified by the Board: Aviation/Logistics Management; Finance/Accounting/Legal; International Business .
- Role experience spans CFO in aircraft leasing, corporate finance/M&A, and leadership of an advisory firm .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares directly/indirectly owned (4/7/2025 record date) | 28,115 | Voting/dispositive power per table |
| Options exercisable on or prior to 6/6/2025 | 4,880 | Director legacy options |
| Total beneficial ownership | 32,995 | <1% of outstanding |
| Unvested RSUs (director program) | 4,416 | As of 12/31/2024 |
| Hedging/Pledging | Prohibited absent pre-approval; no such approvals to date | |
| Director ownership guideline | 4x annual cash retainer; five-year compliance window |
Governance Assessment
- Positives
- Independent director; chairs Compensation and sits on Audit, aligning skills to oversight needs .
- Strong shareholder alignment signals: Say-on-pay passed with ~99% approval in 2024; committee increased PSU mix to 60% for executives; robust clawback policy adopted (NYSE-compliant) .
- Use of independent compensation consultant (Mercer) with independence affirmed; no committee interlocks; no related-party transactions in 2024 .
- Risk controls: Majority voting resignation policy; anti-hedging/pledging; no repricing; independent auditor oversight .
- Watch items
- Prior industry ties (helicopter leasing) are relevant but no related-party exposure disclosed; continue monitoring vendor/customer relationships given domain overlap (none reported in 2024) .
- Attendance disclosed at “≥75%” for all incumbents—adequate but not granular; consider seeking individual attendance clarity in engagement .
Say-on-Pay & Shareholder Feedback
| Item | Outcome |
|---|---|
| 2024 Say-on-Pay Approval | ~99% of votes cast in favor |
| Say-on-Pay Frequency Recommendation (2025) | Board-recommended annual vote |
Compensation Committee Analysis (under Kern’s Chairmanship)
- Committee independence confirmed; met 5 times in 2024 .
- Program features aligned to performance: 60% PSUs in LTI; STIP financial metric 50% weight; negative TSR cap on RTSR PSUs; safety and ROIC metrics used .
- Independent consultant (Mercer) engaged; independence evaluated and confirmed .
- No interlocks or insider participation; clawback policy in place .
Related Party Transactions
- Company policy requires Audit Committee pre-approval; no related party transactions in 2024 .
Risk Indicators
- Hedging/pledging restrictions; none approved; no option repricing; robust Code of Business Integrity and whistleblower processes .
- Audit Committee oversees cyber/AI risk and ESG disclosures; KPMG auditor independence affirmed; all fees pre-approved .
Director Compensation Summary (2024)
| Pay Element | Kern Amount |
|---|---|
| Cash Fees | $110,000 |
| Stock Awards (RSUs) | $150,000 grant date fair value |
| Total | $260,000 |
Notes on Independence, Attendance, and Engagement
- Independence: Affirmed by Board under NYSE and Bristow standards .
- Attendance: Each incumbent director met ≥75% threshold across Board and committee meetings; Board held 6 meetings in 2024 .
- Executive sessions: Non-management/independent directors meet in executive session per guidelines .
Summary Implications for Investors
- As Compensation Chair and Audit member, Kern’s oversight roles are central to pay-for-performance alignment, risk management, and financial integrity. High say-on-pay support, increased PSU weighting, and strong clawback/anti-hedging policies support governance quality, with no 2024 related-party concerns disclosed .