~~Era Group Inc.~~

~~818 Town & Country Blvd.~~

3151 Briarpark Drive
Suite ~~200~~

700
Houston, Texas ~~77024~~77042

~~_________________________~~

~~PROXY STATEMENT~~Notice of 2021

~~_________________________~~

Annual Meeting of Stockholders

ToAnd Proxy Statement

3151 Briarpark Drive
Suite 700
Houston, Texas 77042

June 21, 2021

Dear Fellow Stockholder:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders (the “Meeting”) of Bristow Group Inc. (the “Company”), which will be ~~Held~~held exclusively via a live audio webcast at www.virtualshareholdermeeting.com/VTOL2021 on Tuesday, August 3, 2021, at 9:00 a.m. (Central Daylight Time). All holders of record of the Company’s outstanding common stock at the close of business on June 6,7, 2021, will be entitled to vote at the Meeting.

At the Meeting, we will ask you (i) to elect nine directors to serve until the 2022 Annual Meeting of Stockholders; (ii) to approve, on an advisory basis, named executive officer compensation; (iii) to consider and vote upon a proposal to approve the 2021 Equity Incentive Plan; and (iv) to ratify the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending March 31, 2022.

Regardless of the number of shares of the Company’s common stock that you own, you are encouraged to read the accompanying Proxy Statement and our Fiscal Year 2021 Annual Report carefully. Please review the proxy card for instructions on how you can vote your shares of common stock over the Internet, by telephone, by mail or by attending the Meeting online at www.virtualshareholdermeeting.com/VTOL2021 using your 16-digit control number and voting your shares electronically on August 3, 2021. It is important that all holders of our common stock participate in the affairs of the Company. The prompt return of proxy cards will ensure the presence of a quorum.

We look forward to your participation in the Meeting.

Sincerely,

Christopher S. Bradshaw
President and Chief Executive Officer

3151 Briarpark Drive | Suite 700 | Houston, Texas 77042

Notice of 2021

Annual Meeting

of Stockholders

DATE

AUGUST 3, 2021

TIME

9:00 A.M. CDT

VIA WEBCAST

WWW.VIRTUALSHAREHOLDER

MEETING.COM/VTOL2021

TO OUR
STOCKHOLDERS

June 21, 2021

The 2021 Annual Meeting of Stockholders (the “Meeting”) of Bristow Group Inc. (the “Company”) will be held exclusively via a live audio webcast at www.virtualshareholdermeeting.com/VTOL2021on Tuesday, August 3, 2021, at 9:00 a.m. (Central Daylight Time) for the following purposes:

To elect nine directors named in the accompanying Proxy Statement to serve until the 2022 Annual Meeting of Stockholders or until his or her successor is duly qualified and elected;

To hold an advisory vote to approve named executive officer compensation;

To consider and vote upon a proposal to approve the 2021 Equity Incentive Plan;

To ratify the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending March 31, 2022; and

To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.

Only holders of record of the Company’s common stock at the close of business on June 7, 2021 will be entitled to notice of and to vote at the Meeting. See the “Solicitation of Proxies, Voting and Revocation” section of the accompanying Proxy Statement for the place where the list of stockholders may be examined.

We are furnishing proxy materials to our stockholders using the U.S. Securities and Exchange Commission (“SEC”) rule that allows companies to furnish their proxy materials over the Internet. As a result, on June 21, 2021, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) instead of a paper copy of the accompanying Proxy Statement and our Fiscal Year 2021 Annual Report. The Notice contains instructions onhowtoaccess theaccompanying Proxy

FOR SPECIFIC INSTRUCTIONS

Please refer to the section entitled “Questions and Answers About Voting Your Shares” beginning on page 1

Statement and our Fiscal Year 2021 Annual Report over the Internet. The Notice also provides instructions on how you can request a paper copy of our proxy materials, including the accompanying Proxy Statement, our Fiscal Year 2021 Annual Report and a form of our proxy card. We believe that posting these materials on the Internet enables us to provide stockholders with the information that they need more quickly, while lowering our costs of printing and delivery and reducing the environmental impact of the Meeting. All stockholders who do not receive a Notice, including the stockholders who have previously requested to receive paper copies of our proxy materials, will receive a paper copy of our proxy materials by mail unless these stockholders have previously requested delivery of our proxy materials electronically. If you received our proxy materials via e-mail in accordance with your previous request, the e-mail contains voting instructions and links to the accompanying Proxy Statement and our Fiscal Year 2021 Annual Report on the Internet.

Only stockholders of record and beneficial owners will be able to virtually attend and vote their shares of the Company’s common stock electronically at the Meeting. Submitting a vote before the Meeting will not preclude you from voting your shares electronically at the Meeting should you decide to virtually attend. For specific instructions on how to participate in and vote your shares at the Meeting, please refer to the section entitled “Questions and Answers About Voting Your Shares” beginning on page 1 of the accompanying Proxy Statement.

By order of our Board of Directors

Crystal L. Gordon

Senior Vice President, General Counsel,

Head of Government Affairs, and Corporate Secretary

YOUR VOTE IS VERY IMPORTANT! WE ENCOURAGE YOU TO VOTE AS SOON AS POSSIBLE. PLEASE VOTE BY PROXY OVER THE INTERNET, OR, IF YOU RECEIVED PAPER COPIES OF OUR PROXY MATERIALS BY MAIL, YOU CAN VOTE BY MAIL, TELEPHONE OR INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD, WHETHER OR NOT YOU EXPECT TO VIRTUALLY ATTEND THE MEETING, SO THAT YOUR SHARES OF THE COMPANY’S COMMON STOCK MAY BE REPRESENTED AT THE MEETING IF YOU ARE UNABLE TO VIRTUALLY ATTEND AND VOTE ELECTRONICALLY.

PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you may wish to consider prior to voting. Please review the entire Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 (the “Annual Report”) for more detailed information.

2021 Annual Meeting of Stockholders (the “Meeting”)

Meeting Details

DATE

August 3, 2021

TIME

9:00 a.m. CDT

VIA WEBCAST

www.virtualshareholder

meeting.com/VTOL2021

VOTING ELIGIBILITY

Only stockholders as of the close of business on June 7, 2021 (the “Record Date”) are eligible to vote at the Meeting or by proxy and each such stockholder shall have one vote for each share of common stock held on the Record Date.

VOTING METHODS

BEFORE THE MEETING

BY INTERNET Go to www.proxyvote.com for voting instructions or scan the QR code on your Important Notice Regarding the Availability of Proxy Materials or proxy card with your smartphone, then cast your vote electronically by 11:59 p.m. (Eastern Daylight Time) on August 2, 2021.

BY TELEPHONE You may call 1-800-690-6903 on a touch-tone telephone and follow the instructions provided by the recorded message to vote your shares by telephone by 11:59 p.m. (Eastern Daylight Time) on August 2, 2021.

BY MAIL You may promptly mail your completed and executed proxy card in the postage-paid envelope, which must be received by the Company on or prior to August 2, 2021.

DURING THE MEETING

VIRTUAL MEETING Go to www.virtualshareholdermeeting.com/VTOL2021 and follow the posted instructions. You will need the 16-digit control number included on your Notice of Internet Availability, your proxy card or the voting instructions that accompany your proxy materials.

Business of the Meeting


Proposals		Board Vote Recommendation	See Page Number for more information

1	Election of Directors	FOR each nominee	20
2	Advisory Vote to Approve Named Executive Officer Compensation	FOR	66
3	Approval of the 2021 Equity Incentive Plan	FOR	67
4	Ratification of the Company’s Independent Auditors	FOR	75


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PROXY STATEMENT SUMMARY						1

Our Director Nominees

You are being asked to vote on the election of these nine directors. Additional information about each director’s background, skills and experience can be found on pages 21 to 25 of this Proxy Statement.

Name

Age

Director Since

Independent

Committee Membership and Chairpersons

G. Mark Mickelson

2020

Chairman of the Board of Directors

Christopher S. Bradshaw

2015

Lorin L. Brass

2020

Compensation
Nominating and Corporate Governance

Charles Fabrikant

2011

Audit

Wesley E. Kern

2020

Compensation (Chair)
Audit

Robert J. Manzo

2020

Nominating and Corporate Governance (Chair)

General Maryanne Miller, Ret.

2021

Christopher Pucillo

2020

Compensation
Nominating and Corporate Governance

Brian D. Truelove

2020

Audit (Chair)
Nominating and Corporate Governance

Advisory Approval of Named Executive Officer Compensation

On June 11, 2020, we closed the merger (the “Merger”) involving Bristow Group Inc. and Era Group Inc. (“Era”), forming a larger, more diverse and financially stronger global leader in vertical flight solutions. As a result of the Merger, the newly appointed members of the Compensation Committee and the Board of Directors (our “Board”) had the opportunity to evaluate and develop a new compensation philosophy and design for the combined company. The new compensation philosophy and design described in the “Compensation Discussion and Analysis” of this Proxy Statement (the “CD&A”) is an outcome of the evaluation process undertaken by the Compensation Committee following the Merger.

In designing the new executive compensation program for the combined company, the following enhancements were made to better align with pay for performance and stockholder interests:

•Modified the long-term incentive program for our Named Executive Officers to introduce performance-based stock units and, for fiscal year 2021, stock options.

•Aligned the fiscal year 2021 long-term incentive program for our Named Executive Officers (as defined in the CD&A) with the interests of stockholders through the award of stock options and performance-based stock units tied to stock appreciation over a 3-year performance period. The Compensation Committee does not intend for stock appreciation to be the exclusive performance metric for the long-term incentive compensation program; however, given the timing of the Merger, the Compensation Committee believed this was the most appropriate performance metric to align with stockholders at that time. Beginning in fiscal year 2022, the long-term incentive


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PROXY STATEMENT SUMMARY						1

program will include 50% time-based restricted stock units and 50% performance-based stock units tied to achievement of both an absolute financial metric and relative total stockholder return.

•Increased the weighting of the financial performance metric in the short-term annual incentive program for fiscal year 2021 (the “FY21 STIP”) from 40% at Era to 50%.

•Established a minimum Adjusted EBITDA performance level for the financial performance metric that must be achieved prior to the payment of any amounts under the individual strategic goals portion of the FY21 STIP. Payment of any amounts for the individual strategic goals portion of the FY21 STIP were funded only if the Company achieved 92% of the Threshold performance level for Adjusted EBITDA. See Appendix A to this Proxy Statement for reconciliation of Adjusted EBITDA for purposes of the financial performance metric.

Set forth below are other executive compensation best practices that guide the design of our executive compensation program.


ü WHAT WE DO	ü	Regularly engage with large stockholders to discuss matters of interest.
	ü	Pay for performance. Place a heavy emphasis on variable pay with approximately 83% of our Chief Executive Officer’s target direct compensation contingent upon financial and operational performance and growth in long-term stockholder value.
	ü	Use performance-based long-term incentive awards compensation through performance-based stock units and stock options for which value is contingent upon stock price performance relative to grant date.
	ü	Annual review of target compensation levels relative to an appropriate set of peers.
	ü	Reinforce the alignment of stockholders and our executives and directors by requiring significant levels of stock ownership.
	ü	Ensure accountability and manage risk through a robust financial restatement clawback policy applicable to our executive officers, limits on maximum annual cash incentive award opportunities and ongoing risk assessments of our program.
	ü	Use relative and absolute performance metrics to determine the payment of future performance awards under the Company’s long-term incentive awards.
	ü	The Compensation Committee is comprised of independent directors and has the ability to engage the services of an independent compensation consultant and outside counsel.


X WHAT WE DON’T DO	X	No employment agreements with any of our executive officers.
	X	No pledging (unless our General Counsel consents to the pledge) or hedging of our company stock, and no repricing stock options.
	X	No excise tax gross-ups.
	X	No significant perquisites.
	X	No guarantee of bonuses.

2021 Equity Incentive Plan

On June 1, 2021, our Board approved the 2021 Equity Incentive Plan (the “LTIP”), subject to approval by stockholders at the Meeting. The LTIP is intended to replace the Era Group Inc. 2012 Share Incentive Plan (the “2012 Incentive Plan”), under which the authorization to grant awards is set to expire in 2022. The LTIP will also replace the Bristow Group Inc. 2019 Management Incentive Plan (the “2019 Incentive Plan”), which we assumed in connection with the Merger.

If approved by our stockholders, the LTIP would reserve a maximum of 1,640,000 shares for new equity awards, and the authorization for grants of new equity awards under our current equity plans would cease. The terms of the LTIP also provide that if we grant equity awards under our current equity plans between June 1, 2021 and the date of the Meeting,


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PROXY STATEMENT SUMMARY						1

the number of shares reserved under the LTIP will be reduced share-for-share by the number of shares subject to such awards.

If our stockholders should fail to approve the LTIP, it will not become effective and our current equity plans will continue in force and effect, and certain equity awards granted by our Board on June 1, 2021 that are contingent on stockholder approval of the LTIP will be cancelled.

Our Independent Auditors

The Audit Committee of our Board has determined that the accounting firm of KPMG LLP (“KPMG”) is independent from the Company and appointed KPMG as the Company’s independent auditors for fiscal year 2022. Our Board recommends a vote for the ratification of the appointment of KPMG, which conducted the examination of the Company’s financial statements for each of the past nineteen fiscal years. KPMG’s total fees for fiscal years 2021 and 2020 were $6.7 million and $8.3 million, respectively, which included approximately $0.3 million (or 4.5%) and $0.8 million (or 9.6%) of non-audit services in fiscal year 2021 and 2020, respectively, that were authorized by the Audit Committee in compliance with our pre-approval policies and procedures.


Bristow Group Inc.			iv			2021 Proxy Statement

TABLE OF CONTENTS


SOLICITATION OF PROXIES, VOTING AND REVOCATION						1

SOLICITATION OF PROXIES, VOTING AND REVOCATION

Information About this Proxy Statement and the Meeting

This Proxy Statement and the enclosed proxy card are being furnished to holders of record of common stock, $0.01 par value per share (“Common Stock”), of ~~Era~~Bristow Group Inc., a Delaware corporation (the “Company” or “we”, “us” or “our”), in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) for use at the ~~2019~~2021 Annual Meeting of Stockholders (the “Meeting”) to be held on ~~Thursday, June 6, 2019,~~Tuesday, August 3, 2021, and at any ~~adjournments~~adjournment or postponements thereof. When the Company asks for your proxy, we must provide you with a proxy statement that contains certain information specified by law. This Proxy Statement and the enclosed proxy card ~~are first being mailed~~were made available to our stockholders on or about ~~May 1, 2019.~~June 21, 2021. All proxies in the form provided by the Company that are properly executed and returned to us prior to the Meeting will be voted at the Meeting, and any adjournments or postponements thereof, as specified by the stockholders in the proxy or, if not specified, as set forth in this Proxy Statement.

On January 23, 2020, Era Group Inc. (“Era”), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era (“Merger Sub”) and Bristow Group Inc. (“Old Bristow”) entered into an Agreement and Plan of Merger, as amended on April 22, 2020 (the “Merger Agreement”). On June 11, 2020, the merger (the “Merger”) contemplated by the Merger Agreement was consummated and Merger Sub merged with and into Old Bristow, with Old Bristow continuing as the surviving corporation. Following the Merger, Era changed its name to Bristow Group Inc., and Old Bristow changed its name to Bristow Holdings U.S. Inc. Unless the context otherwise indicates, in this Proxy Statement, references to:

•the “Company”, “we”, “us” and “our” refer to the Delaware corporation currently known as Bristow Group Inc. and formerly known as Era Group Inc.;

•“Old Bristow” refers to the Delaware corporation formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S. Inc., together with its subsidiaries prior to the consummation of the Merger; and

•“Era” refers to Era Group Inc. (the Delaware corporation currently known as Bristow Group Inc.) prior to consummation of the Merger.

Questions and Answers About Voting Your Shares

Why am I receiving these materials?

The Board ~~of the Company~~ is providing ~~you~~ these ~~proxy~~ materials to you in connection with the Board’s solicitation of proxies from our stockholders for the Meeting and any adjournments ~~and~~or postponements thereof. The Meeting will be online and will be a completely virtual meeting of stockholders. You may attend, vote and submit questions during the Meeting via live audio webcast on the Internet at ~~the Company’s principal executive offices located~~www.virtualshareholdermeeting.com/VTOL2021, on Tuesday, August 3, 2021, at ~~818 Town & Country Blvd., Suite 200, Houston, Texas 77024, on Thursday, June 6, 2019, at 10:~~9:00 a.m. ~~Central Time.~~(Central Daylight Time). On or ~~before May 1, 2019,~~about June 21, 2021, we ~~expect to begin mailing~~made available to our stockholders proxy materials or an Important Notice Regarding the Availability of Proxy Materials (which we refer to as a “Notice”), containing instructions on how to access our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 (the “Annual Report”), and how to vote your shares.


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SOLICITATION OF PROXIES, VOTING AND REVOCATION						1

What is the purpose of the Meeting?

At the Meeting, you and our other stockholders entitled to vote at the Meeting ~~are requested~~will be asked to consider and vote on ~~proposals to (i)~~the following proposals:

1To elect ~~six~~nine directors named in this Proxy Statement to serve until the ~~2020~~2022 Annual Meeting of ~~Stockholders; (ii)~~Stockholders or until his or her successor is duly qualified and elected or until his or her earlier resignation or removal;

2To approve, on ~~a non-binding,~~an advisory basis, named executive officer compensation; ~~(iii)~~

3To approve ~~on a non-binding, advisory basis~~ the ~~frequency of holding future advisory votes to approve named executive officer compensation; (iv)~~2021 Equity Incentive Plan (the “LTIP”);

4To ratify the appointment of ~~Grant Thornton~~KPMG LLP (“KPMG”) as the Company’s independent ~~registered public accounting firm~~auditors for the fiscal year ending ~~December~~March 31, ~~2019;~~2022; and ~~(v)~~

5To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.

Will there be any other items of business on the agenda?

We do not expect that any other items of business will be considered because the deadlines for stockholder proposals and nominations have already passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be brought before the Meeting. Those persons intend to vote that proxy in accordance with their best judgment.

Who can attend the Meeting?

Only stockholders of record as of the close of business on ~~April 18, 2019~~June 7, 2021 (the “Record Date”) or the holders of their properly submitted valid proxies may attend the ~~Meeting.~~Meeting virtually at www.virtualshareholdermeeting.com/VTOL2021. A list of ~~our~~the Company’s stockholders entitled to vote at the Meeting will be available for review ~~at our executive offices in Houston, Texas~~ during ordinary business hours for ~~a period of~~ ten ~~(10)~~ days prior to the Meeting, and information on how to remotely access a list of stockholders entitled to vote at the Meeting in secure electronic format will be available online on the day of the Meeting.

How ~~can~~do I attend the Meeting?

The Meeting will be held solely by means of remote communication in a virtual meeting format only. If you are a stockholder of record as of the close of business on the Record Date, you will be able to virtually attend the Meeting, vote your shares and submit your questions online during the ~~Meeting.~~Meeting by visiting www.virtualshareholdermeeting.com/VTOL2021 and following the login instructions below. If you hold your shares in “street name” (a term that means the shares are held in the name of ~~the broker~~another party on behalf of its customer, the beneficial owner), you ~~must follow~~may gain access to the Meeting by following the instructions ~~you receive from~~in the voting instruction card provided by your broker, bank or other nominee holder.

How do I access the audio webcast of the Meeting?

The online meeting will begin promptly at 9:00 a.m. (Central Daylight Time). The Company encourages you to access the Meeting prior to the start time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the Meeting to allow time for you to log in ~~order~~and test your computer audio system, and you should allow ample time for the check-in procedures. To virtually attend the Meeting, log in at www.virtualshareholdermeeting.com/VTOL2021. It is important that you retain a copy of your unique 16-digit control number, which appears on your Notice, on your proxy card or on the instructions that accompanied your proxy materials, as such number will be required to gain access to and vote atduring the Meeting. In the event that you do not have a control number, please contact your broker, bank or other nominee holder as soon as possible so that you can be provided with the control number and gain access to the Meeting. If, for any reason, you ~~hold~~are unable to locate your ~~shares in “street name”~~control number, you will still be able to virtually attend the Meeting as a guest by accessing www.virtualshareholdermeeting.com/VTOL2021 and ~~want~~following the guest login instructions; you will not, however, be able to vote or ask questions.


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SOLICITATION OF PROXIES, VOTING AND REVOCATION						1

How do I submit a question at the Meeting?

As part of the Meeting, we will hold a live question and answer session, during which time we intend to answer questions submitted during the Meeting in ~~person, you must obtain a legal proxy from your broker and bring it~~accordance with the rules of conduct for the Meeting that are pertinent to the Company and meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. The rules of conduct for the Meeting will be posted on www.virtualshareholdermeeting.com/VTOL2021 before and during the Meeting. Only stockholders who log in using their unique 16-digit control number, which appears on your Notice, on your proxy card or on the instructions that accompanied your proxy materials, will be able to ask questions at the Meeting.

Why are you holding a virtual meeting instead of a physical meeting?

The Meeting will be a completely virtual meeting of stockholders conducted exclusively by a live audio webcast due to the ongoing public health impact of the COVID-19 pandemic. This decision was made in light of the protocols that federal, state, and local governments have imposed or may impose and taking into account the health and safety of our stockholders. In addition, a completely virtual meeting provides expanded access, improved communication and cost savings for stockholders and the Company. We believe that hosting a virtual meeting will enable more stockholders to attend and participate in the Meeting as stockholders can participate from any location around the world with Internet access.

What constitutes a quorum?

The presence at the Meeting ~~in person~~virtually or by proxy of the holders of a majority in voting power of the issued and outstanding shares of ~~our~~ Common Stock entitled to vote at the Meeting is required to constitute a quorum for the transaction of business. Abstentions and broker non-votes (i.e., shares with respect to which a broker indicates that it does not have discretionary authority to vote on a matter) will be counted for purposes of determining whether a quorum is present at the Meeting.

Who is entitled to vote at the Meeting?

~~Only~~Subject to the limitations on voting by non-U.S. citizens described below, only holders of record of ~~our~~ Common Stock at the close of business on the Record Date are entitled to notice of, and to vote at, the Meeting. Each stockholder is entitled to one vote for each share of Common Stock held. Shares of ~~our~~ Common Stock represented virtually or by a properly submitted proxy will be voted at the Meeting. On the Record Date, ~~22,220,676~~29,612,597 shares of ~~our~~ Common Stock were outstanding and entitled to vote.

~~On routine matters, brokers have~~The Company’s Amended and Restated Bylaws (our “Bylaws”) provide that persons or entities that are not “citizens of the ~~discretion~~U.S.” ( as defined in 49 U.S.C. § 40102(a)(1), as in effect on the date in question, or any successor statute or regulation, as interpreted by the U.S. Department of Transportation and any successor agency thereto in applicable precedent, including any agent, trustee or representative thereof) shall not collectively own or control more than 24.9% of the voting power of our outstanding capital stock (the “Permitted Foreign Ownership Percentage”) and that, if at any time persons that are not citizens of the U.S. nevertheless collectively own or control more than the Permitted Foreign Ownership Percentage, the voting rights of shares owned by stockholders who are not citizens of the U.S. shall automatically be reduced by such amount such that the total number of votes such holder shall be entitled to vote ~~shares held in “street name.” Generally, “broker non-votes” occur when shares~~does not exceed the Permitted Foreign Ownership Percentage. Shares held by ~~a broker for a beneficial owner~~persons who are not ~~voted with respect to a non-routine matter because the broker has not received voting instructions from the beneficial owner and the broker lacks discretionary authority to vote the shares because~~citizens of the ~~non-routine nature~~U.S. may lose their associated voting rights and be redeemed as a result of ~~the matter. If your shares are held in “street name” by a broker and you wish to vote on Proposal No. 1, 2 or 3, or to act upon any~~these provisions.

Will other non-routine business that may properly come before the Meeting, you should provide instructions to your broker. Under the rules of the New York Stock Exchange (the “NYSE”), if you do not provide your broker with instructions, your broker generally will have the authority to vote on routine matters. Except for the proposal to ratify the appointment of Grant Thornton LLP, all other matters at the Meeting are non-routine.stockholders see my vote?

As a matter of policy, proxy cards, ballots and voting tabulations that identify individual stockholders are kept confidential by the Company. Such documents are made available only to the inspector of election and personnel associated with processing proxies and tabulating votes at the Meeting. The votes of individual stockholders will not be disclosed except as may be required by applicable law.


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What ~~vote~~ is ~~required~~the difference between a stockholder of record and a “street name” holder?

If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record with respect to ~~approve each item~~those shares.

If your shares are held in a stock brokerage account or by a bank, or other nominee holder, then the broker, bank or other nominee holder is the stockholder of record with respect to those shares. However, you still are the beneficial owner of those shares, and your shares are said to be ~~voted on~~held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, or other nominee holder how to vote their shares. Street name holders are also invited to virtually attend the Meeting. You may not vote your shares electronically at the ~~Meeting?~~Meeting unless you receive a valid proxy from your brokerage firm, bank, broker dealer or other nominee holder. Please refer to the voter instruction cards used by your bank, broker or other nominee holder for specific instructions on methods of voting, including using the Internet or by telephone.

How many votes are required for the approval of each proposal?

Election of Directors:Directors are elected by a plurality of the shares of Common Stock present ~~in person~~virtually or represented by proxy at the Meeting and voting on the matter. However, each nominee who is a current director of the Company is required to submit an irrevocable resignation as a director, which resignation would become effective upon (1) that person not receiving a majority of the votes cast in favor of his or her election in an uncontested election (i.e., the number of votes “for” such director’s election constitutes less than the number of votes “withheld” with respect to such director’s election) and (2) acceptance by the Board of that resignation in accordance with the policies and procedures adopted by the Board for such purpose. ~~Abstentions and “broker non-votes,” described below, are not counted for purposes of the election of directors and will not affect the outcome of such election. Our~~The Company’s stockholders do not have cumulative voting rights for the election of directors.

Votes Required to Adopt Other ~~Proposals.~~ Proposals:The affirmative vote of the holders of a majority in voting power of the shares of ~~common stock~~Common Stock present virtually ~~present~~ or represented by proxy and entitled to vote at the ~~Annual~~ Meeting and voting on the subject matter is required for approval of all other ~~items~~proposals being submitted to stockholders for consideration.

How are abstentions and ~~broker non-votes~~“broker non-votes” counted?

Abstentions will not affect the outcome of the election of directors. For matters other than the election of directors, stockholders may vote in favor of or against the proposal, or may abstain from voting, and the affirmative vote of a majority of the shares of Common Stock present ~~in person~~virtually or by proxy and voting on the subject matter is required for approval of those matters. ~~Because abstentions are treated as shares~~Abstentions will have no effect on any of ~~Common Stock not voting,~~the proposals, except that abstentions will have the same effect as votes against ~~any matter other than~~ the ~~election of directors. For purposes of each of Proposal No. 2 and 3, abstentions and “broker~~proposal to approve the LTIP.

“Broker non-votes” will have no effect on any of the ~~effect~~proposals. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares in “street name” for a beneficial owner does not vote ~~against~~on a particular proposal because it does not have discretionary voting power for that particular item and has not received instructions from the ~~proposal.~~beneficial owner. “Broker non-votes” ~~are counted on and can~~may only be voted for routine matters. The only routine ~~matter~~matters to be brought before the stockholders at the Meeting isare (i) the ratification of the appointment of KPMG as the Company’s independent ~~registered public accounting firms.~~auditors for the fiscal year ending March 31, 2022 and (ii) the adjournment or postponement of the Meeting. If your shares are held in “street name” by a broker and you wish to vote on any non-routine business that may properly come before the Meeting, you should provide instructions to your broker. Under the rules of the New York Stock Exchange (the “NYSE”), if you do not provide your broker with instructions, your broker generally will have the authority to vote on routine matters. Broker non-votes will be counted for purposes of determining whether a quorum is present at the Meeting, but they are not counted for purposes of calculating the votes cast on particular matters at the Meeting.


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SOLICITATION OF PROXIES, VOTING AND REVOCATION						1

How does the Board recommend that I vote?

~~Our~~The Board recommends that you vote:

•FOR the election of each nominee for director contained in this Proxy ~~Statement;~~Statement (Proposal 1);

•FOR approval of the Company’s named executive officer ~~compensation;~~compensation (Proposal 2);

•FOR approval of ~~an annual frequency of holding future advisory votes to approve named executive compensation;~~the LTIP (Proposal 3); and

•FOR ratification of the appointment of ~~Grant Thornton LLP~~KPMG as the Company’s independent ~~registered public accounting firm~~auditors for the fiscal year ending ~~December~~March 31, ~~2019.~~2022 (Proposal 4).

Why did I receive a notice in the mail regarding Internet availability of the proxy materials instead of a paper copy of the proxy materials?

We are pleased to be distributing our proxy materials again to certain stockholders via the Internet under the “notice and access” approach permitted by the rules of the SEC. As a result, we are mailing to many of our stockholders a Notice about the Internet availability of the proxy materials instead of a full paper copy of the proxy materials. This approach conserves natural resources and reduces our costs of printing and distributing the proxy materials, while providing a convenient method of accessing the materials and voting. All stockholders receiving the Notice will have the ability to access the proxy materials over the Internet and may request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. In addition, the Notice contains instructions on how you may request to access proxy materials in printed form by mail or electronically on an ongoing basis.

How do I vote?

You may vote virtually at the Meeting ~~in person,~~ online at www.virtualshareholdermeeting.com/VTOL2021by ~~telephone~~using the 16-digit control number included with these proxy materials, or you may give us your proxy. We recommend that you vote by proxy even if you plan to virtually attend the Meeting. As described below, you can revoke your proxy or change your vote at the Meeting. You can vote by proxy over the telephone by calling a toll-free number, electronically by using the Internet or through the mail as described below. If you would like to vote by telephone or by using the Internet, please refer to the specific instructions set forth on the Notice, proxy card or voting instruction card. Stockholders are requested to vote in one of the following ways:

•by telephone by calling ~~the toll-free number~~ ~~1-800-776-9437~~ ~~in the United States or~~ ~~1-718-921-8500~~ ~~from foreign countries~~1-800-690-6903 from any touch-tone phone and following the instructions (have your proxy card in hand when you call);;

•by Internet before the Meeting by accessing www.proxyvote.com and following the on-screen instructions or scanning the QR code with your smartphone ~~(have your~~(you will need the 16-digit control number included with these proxy ~~card in hand when you access~~materials);

•during the ~~website);~~

~~in person~~Meeting at ~~the Meeting~~www.virtualshareholdermeeting.com/VTOL2021 (please see above under ~~“Who~~“How can I attend the Meeting?”);; or

•by completing, dating, signing, and promptly returning the accompanying proxy card, in the enclosed postage-paid, pre-addressed envelope provided for such purpose. No postage is necessary if the proxy card is mailed in the United States.

If you hold your shares through a bank, broker or other nominee holder, such entity/person will give you separate instructions for voting your shares.


Bristow Group Inc.			5			2021 Proxy Statement


SOLICITATION OF PROXIES, VOTING AND REVOCATION						1

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means that you hold shares registered in more than one name or in different accounts. To ensure that all of your shares are voted, please vote by proxy by following instructions provided in each proxy card. If some of your shares are held in “street name”, you should have received voting instruction with these materials from your broker, bank or other nominee holder. Please follow the voting instruction provided to ensure that your vote is counted.

Can I change my vote after I return my proxy card?

Yes. A stockholder who so desires may revoke his, her, or its proxy at any time before it is exercised at the Meeting by: (i) providing written notice to the Corporate Secretary of the ~~Company;~~Company; (ii) duly executing a proxy card bearing a date subsequent to that of a previously furnished proxy ~~card;~~card; (iii) entering new instructions by Internet or ~~telephone;~~telephone; or (iv) virtually attending the Meeting and ~~voting in person. Attendance~~voting. Virtual attendance at the Meeting will not in itself constitute a revocation of a previously furnished proxy, and stockholders who attend the Meeting ~~in person~~virtually need not revoke their proxy (if previously furnished) to vote ~~in person. The Company encourages~~electronically. We encourage stockholders that plan to virtually attend the Meeting to vote by ~~phone~~telephone or Internet or to submit a valid proxy card and vote their shares prior to the Meeting. If you hold your shares in “street name” and want to revoke your proxy, you will need to provide instructions to your broker.

~~How~~What happens if I do not make specific voting choices?

If you are a stockholder of record and you submit your proxy without specifying how you want to vote your shares, then the proxy holder will ~~votes be recorded?~~

~~Votes will be certified~~vote your shares in the manner recommended by ~~one~~the Board on all proposals. If you hold your shares in “street name” and you do not give instructions to your broker, bank or ~~more Inspectors of Election,~~other nominee holder to vote your shares, under the rules that govern brokers, banks, and other nominee holders who are ~~required to resolve impartially any interpretive questions as to~~ the ~~conduct~~stockholders of ~~the vote. In tabulating votes, the Inspectors of Election will make a~~ record of the ~~number of shares voted for or against each nominee and each other matter voted upon, the number of shares abstaining with respect to each nominee or other matter, and the number of~~ shares held ~~of record by broker-dealers and present~~in “street name”, it generally has the discretion to vote uninstructed shares on routine matters but has no discretion to vote them on non-routine matters. The only “routine” matters expected to be brought before the stockholders at the Meeting ~~but not voting.~~are (i) the appointment of KPMG as the Company’s independent auditors for the fiscal year ending March 31, 2022 and (ii) the adjournment or postponement of the Meeting. See “How are abstentions and broker non-votes counted?” beginning on page 4.

Where can I find the voting results of the Meeting?

~~We plan~~The Company plans to announce preliminary voting results at the Meeting and to publish the final results in a ~~current report~~Current Report on Form 8-K promptly following the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Meeting ~~to be Held~~

Your Notice about the Internet availability of the proxy materials or proxy card will contain instructions on ~~June 6, 2019~~how to:

•View our proxy materials for the Meeting on the Internet; and

~~This Proxy Statement, the Notice of Annual Meeting of Stockholders~~•Instruct us to send our future proxy materials to you electronically by e-mail.

Our proxy materials and ~~the Company’s 2018~~our Annual Report are also available on ~~the Internet~~our website at ~~www.eragroupincinvestors.com~~www.bristowgroup.com. In addition, you may find information on how to obtain directions to virtually attend the Meeting and vote ~~in person~~electronically by submitting a query via e-mail to ~~Investor_Relations@eragroupinc.com~~InvestorRelations@bristowgroup.com.

Your Notice or proxy card will contain instructions on how you may request to access proxy materials electronically on an ongoing basis. Choosing to access your future proxy materials electronically will reduce the costs of printing and distributing our proxy materials. If you choose to access future proxy materials electronically, you will receive an e-mail with instructions containing a link to the website where our proxy materials are available and a link to the proxy voting website. Your election to access proxy materials by e-mail will remain in effect until terminated by you.


Bristow Group Inc.			6			2021 Proxy Statement


SOLICITATION OF PROXIES, VOTING AND REVOCATION						1

Solicitation and Solicitation Expenses

The Company will bear the costs of solicitation of proxies for the Meeting. In addition to solicitation by mail, directors, officers and regular employees of the Company may solicit proxies from stockholders by telephone, electronic or facsimile transmission, personal interview or other means.

The Company has requested brokers, ~~bankers~~banks and other ~~nominees who hold~~nominee holders of voting Common Stock of the Company to forward proxy solicitation materials to their customers, and such ~~nominees~~brokers, banks and nominee holders will be reimbursed for their reasonable out-of-pocket expenses.

The Company has retained D.F. King & Co., Inc. to aid in the solicitation of proxies. The fees of D.F. King & Co., Inc. are $8,500 plus reimbursement of its reasonable out-of-pocket costs. If you have questions about the Meeting or need additional copies of this Proxy Statement or additional proxy cards, please contact the Company’s proxy solicitation agent as follows:

D.F. King & Co., Inc.

48 Wall Street, 22^nd22nd Floor

New York, NY 10005

Banks/Brokers: (212) 269-5550

Toll-free: (800) ~~791-3320~~755-7250


Bristow Group Inc.			7			2021 Proxy Statement


CORPORATE GOVERNANCE						1

CORPORATE GOVERNANCE

Environmental, Social and Governance (“ESG”)

The Company is committed to leading responsibly and sustainably. The Merger in June 2020 has deepened this resolve, recognizing our role as the global leader in innovative and sustainable vertical flight solutions. We understand the role we play in a more sustainable future as we elevate people to achieve a safer more productive world.

Safety

a.In fiscal year 2021, our continued commitment to our Target Zero safety culture resulted in zero air accidents, a 75% reduction in severe injury events, and a 57% year-over-year reduction in lost work days. These safety results were achieved while completing approximately 115,000 operating flight hours in fiscal year 2021.

b.In the face of a global pandemic, our teams implemented robust protocols and screening processes to secure the safe transport of our passengers and employees in over 11 countries with 40 operating bases.

c.We are one of the three founding members of HeliOffshore, an organization dedicated to collaboration across the offshore helicopter industry to improve safety around the world.

Social

a.We understand that diversity, equity and inclusion (“DE&I”) will touch every aspect of our future, and it will take bold action from all of us to get there. In 2021, approximately 20% of our workforce are women, with 36% serving in management level roles, and women representing half of our executive management team. In addition, approximately 18% of our U.S. employees identifies as a race or ethnicity other than Caucasian.

b.We are focused on creating career pathways for those who serve in the military, with 24% of our U.S. employees as of March 31, 2021 having previously served in the military.

c.We provide opportunities for all employees to improve their skills and advance their careers and our culture, including DE&I training and learning resources, professional development resources, and wellness resources to support teams, employees and their families.

Environment

a.We were one of the first vertical lift operators in the U.K. to obtain International Organization for Standards (ISO) 14001 certification. This certification confirms our U.K. operations have certified environmental management systems in place to monitor, manage, and deliver continuous improvement at our bases of operations. We are working on obtaining ISO 14001 certification for other operating bases throughout our global footprint beginning in fiscal year 2022.

b.We are undertaking proactive measures to reduce aircraft emissions and reduce the environmental impact of our operations using a modern fleet with the latest technologies to ensure aircraft engines perform efficiently and are regularly maintained by an experienced engineering team.

c.We use flight planning software for payload management and minimizing time on ground runs. Our pilots are also trained to fly at a lower torque, which burns less fuel, cuts emissions, and increases component life. The Company also uses the latest technology fuel bowsers with enhanced safety features such as automatic shut off systems, which are regularly upgraded to eliminate spillage.

d.We seek to avoid adverse noise impacts to our communities, including by establishing hush houses for engine runs, installing noise walls around our bases, limiting engine runs and establishing aircraft operations “quiet hours” in the evening.


Bristow Group Inc.			8			2021 Proxy Statement


CORPORATE GOVERNANCE						1

e.We are transitioning to electric support vehicles at our Norway operations and considering opportunities to expand this initiative at other bases.

Governance

a.In May 2021, we welcomed our new director, General Maryanne Miller, Ret., making meaningful progress toward increasing the diversity of our Board.

b.Following the Merger in June 2020, our combined board of directors is led by our independent Non-Executive Chairman.

c.Our full Board and relevant committees are engaged in oversight and guidance regarding ESG matters.

d.Our Nominating and Corporate Governance Committee oversees the annual self-evaluation process of the Board.

We are committed to publishing our inaugural sustainability report in 2022 and have engaged external advisors to assist in its preparation.

Board of Directors and Director Independence

The business and affairs of the Company are ~~manag~~edmanaged under the direction of the Board. Currently, the Company’s Board is comprised of ~~seven~~nine directors. ~~The Company’s amended and restated~~Our Bylaws provide that the Board will consist of not less than three and not more than fifteen directors. In connection with the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated ~~six~~all of the ~~seven~~ current directors for re-election at the Meeting. ~~As a result,~~

Effective May 23, 2021, following review of General Maryanne Miller, Ret.’s background, skills, expertise, and qualifications for membership on the Board, ~~has~~the Board determined that General Miller, Ret. was qualified to ~~reduce~~serve on the ~~size~~Board, and appointed General Miller, Ret. to serve as a director.

During fiscal year 2021, the Board held 12 meetings. Except for General Miller, Ret., who was appointed as a member of the Board ~~at least for the time being, from seven directors to six directors~~ effective ~~immediately prior to the Meeting.~~

~~During 2018, the Board held six meetings. Each~~May 23, 2021, each of the directors attended at least 75% of the combined total meetings of the full Board and each of the committees on which he or she served, in ~~2018.~~each case, during the portion of fiscal year 2021 in which he or she served as a member of the Board. Although the Company does not have a formal policy requiring Board members to attend ~~the annual meeting~~each Annual Meeting of ~~stockholders, all seven~~Stockholders, it is encouraged and both of the Board members then serving attended the ~~Company’s 2018~~2020 Annual Meeting of Stockholders. We facilitate director attendance at each Annual Meeting of Stockholders by scheduling such meetings in conjunction with regular Board and committee meetings.

A majority of the Company’s current directors are independent, non-employee directors, and this will continue to be the case should all the director nominees be elected at the Meeting. The Board has made the affirmative determination that each of General Miller, Ret. and Messrs. ~~Charles~~Brass, Fabrikant, ~~Christopher Papouras,~~Kern, Manzo, Mickelson, Pucillo and ~~Steven Webster, and Mses. Ann Fairbanks and Yueping Sun~~Truelove are independent as such term is defined by the applicable rules and regulations of the NYSE. Additionally, each of these directors meets the categorical standards for independence established by the Board (the ~~“Era~~“Bristow Categorical Standards”). A copy of the ~~Era~~Bristow Categorical Standards is available on the Company’s website at ~~www.erahelicopters.com~~www.bristowgroup.com by clicking “Investors, ~~& Media,~~” then “Governance” and then “Governance Documents” (entitled Director Independence Standards). The Company’s website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Proxy Statement.

The schedule of Board meetings is made available to directors in advance along with the agenda for each meeting so that they may review and request changes. Directors also have unrestricted access to management at all times and regularly communicate informally with management on an assortment of topics.

The Board intends to implement a Board succession planning process that includes ongoing consultation with the Chairman and the Chief Executive Officer and the development of candidates to address future developments and emergency situations.


Bristow Group Inc.			9			2021 Proxy Statement


CORPORATE GOVERNANCE						1

Majority Voting

Our Bylaws provide that a director who fails to receive a majority of votes cast at an annual meeting of the stockholders must tender his or her resignation (assuming that the election is uncontested). Under our Bylaws, each nominee who is a current director is required to submit an irrevocable resignation, which resignation would become effective only upon (1) that person not receiving a majority of the votes cast in an uncontested election and (2) acceptance by the Board of that resignation in accordance with the policies and procedures adopted by the Board for such purpose. The Board, acting on the recommendation of the Nominating and Corporate Governance Committee, is required to determine whether or not to accept the resignation not later than 90 days following certification of the stockholder vote, and the Board is required to accept the resignation absent a determination that a compelling reason exists for concluding that it is in the best interests of the Company for the person in question to remain as a director.

Board Leadership Structure

The Board believes that there is no single organizational model that would be most effective in all circumstances and that it is in the best interests of the Company and its stockholders for the Board to retain the authority to modify its leadership structure to best address the Company’s circumstances from time to time. The Board believes that the most effective leadership structure for the Company at the present time is to separate the positions of Chairman and Chief Executive Officer. Separating these positions allows the Chief Executive Officer to focus on the full-time job of running the Company’s business, while allowing the Non-Executive Chairman to lead the Board in its fundamental role of providing advice to, and maintaining independent oversight of, management. The Board believes this structure recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as the Company’s Non-Executive Chairman, particularly as the Board’s oversight responsibilities continue to grow and demand more time and attention.

In addition to the role that the Non-Executive Chairman has with regard to the Board, the chair of each of the three wholly independent key committees of the Board (Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee) and each individual director is responsible for helping to ensure that meeting agendas are appropriate and that sufficient time and information are available to address issues the directors believe are significant and warrant their

attention. Each director has the opportunity and ability to request agenda items, information and additional meetings of the Board or of the independent directors.

The Board has adopted significant processes designed to support the Board’s capacity for objective judgment, including executive sessions of the independent directors at Board meetings, independent evaluation of, and communication with, members of senior management, and ~~rigorous~~annual self-evaluation of the Board, its committees, and its leadership. These and other critical governance processes are reflected in the Corporate Governance Guidelines and the various Committee Charters that are available on the Company’s website at ~~www.erahelicopters.com~~www.bristowgroup.com. The Board has also provided mechanisms for stockholders to communicate in writing with the Non-Executive Chairman of the Board, with the non-employee and/or independent directors, and with the full Board on matters of significance. These processes are also outlined in the Section of this Proxy Statement entitled “Communication with the Board or Independent Directors.”

Executive Sessions

~~Directors~~The Company’s Corporate Governance Guidelines provide that the Company’s non-management directors shall meet ~~at regularly scheduled~~periodically in executive ~~sessions~~session without any ~~members of~~ management ~~present to discuss issues relating to management performance and~~participation. In addition, if any other issue that may involve a potential conflict of interest with management. Executive sessions are presided over by the Company’s Non-Executive Chairman, Charles Fabrikant, who is responsible for:

~~chairing executive sessions of Board meetings, which include meetings to evaluate and review the performance~~ of the ~~Chief Executive Officer;~~

~~conferring with~~non-management directors are not independent under the ~~Chief Executive Officer and serving as a liaison between~~applicable rules of the NYSE, then the independent directors ~~(who also have direct and complete access to~~will meet separately at least once per year without the ~~Chief Executive Officer) and Chief Executive Officer, including providing the Chief Executive Officer with consolidated feedback from executive sessions~~presence of the ~~independent directors;~~

~~advising members of management~~non-independent director, and ~~members~~at other times as necessary. Committees of the Board ~~where necessary, with respect to its strategic review~~may also meet in executive session without the presence of ~~operations and significant transactions;~~any non-independent director as deemed appropriate.

~~acting on behalf of the Company to communicate corporate governance matters to the Company’s stockholders; and~~

~~together with the Chairman of the Nominating and Corporate Governance Committee, presiding over the Board’s self-evaluation.~~


Bristow Group Inc.			10			2021 Proxy Statement


COMMITTEES OF THE BOARD OF DIRECTORS						1

Committees of the Board of Directors

The Board has established three standing committees: Audit, Compensation and Nominating and Corporate Governance. Each of the ~~following~~ committees ~~each of which~~ operates under a written charter that has been posted on the Company’s website at ~~www.erahelicopters.com~~www.bristowgroup.com by clicking “Investors,” then “Governance” and then “Governance Documents”. The website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Proxy Statement. The charter of each committee is also available free of charge on request to our Corporate Secretary at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042. The members and chairperson for each committee set forth below were the same at the end of fiscal year 2021, except that General Miller, Ret. was appointed as a member of the Board effective May 23, 2021.

Board Committees


Independent Directors	Audit	Compensation	Nominating and Corporate Governance

Lorin L. Brass		l	l
Charles Fabrikant	l
Wesley E. Kern	l	p
Robert J. Manzo			p
G. Mark Mickelson
General Maryanne Miller, Ret.
Christopher Pucillo		l	l
Brian D. Truelove	p«		l


p			Committee Chair
l			Committee Member
«			Audit Committee Financial Expert


Bristow Group Inc.			11			2021 Proxy Statement


COMMITTEES OF THE BOARD OF DIRECTORS						1

Audit Committee

The Audit Committee met ~~seven~~three times during ~~2018~~fiscal year 2021 and is currently comprised of ~~Ann Fairbanks, Christopher Papouras~~Messrs. Fabrikant, Kern and ~~Steven Webster.~~Truelove. Mr. ~~Papouras~~Truelove is the Chair of the Audit ~~Committee Chairman.~~Committee. The Board has determined that Mr. ~~Papouras~~Truelove is an “audit committee financial expert” for purposes of the rules of the ~~Securities and Exchange Commission (“SEC”)~~SEC and that each other member of the committee is financially literate as required under the NYSE standards. In reaching this determination, the Board considered, among other things, the experience of Mr. Papouras as Chairman of Canrig Drilling Technology, Ltd. and President of Nabors Drilling Solutions, in addition to other experience that is described below. In addition, the Board determined that each member of the Audit Committee is independent, as defined by the rules of the NYSE, Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance with the ~~Era~~Bristow Categorical Standards. The Audit Committee is expected to meet at least quarterly.

Committee Function. The Audit Committee assists the Board in fulfilling its responsibility to oversee, among other things:

•the conduct and integrity of management’s execution of the Company’s financial reporting ~~process, including~~to any governmental or regulatory body, the ~~reporting of any material events, transactions, changes in accounting estimates~~public or ~~changes in important accounting principles~~other users thereof;

•the qualifications, engagement, compensation, independence and ~~any significant issues as to adequacy of internal controls;~~

~~the selection,~~ performance ~~qualifications and compensation~~ of the Company’s independent ~~registered public accounting firm (including its independence),~~auditors, its conduct of the annual audit and its engagement for any other services;

~~the review of the financial reports and other financial information provided by the Company to any governmental or regulatory body, the public or other users thereof;~~

•the Company’s systems of internal accounting and financial and disclosure controls, the annual independent audit of the Company’s financial statements and the integrated audit of internal controls over financial reporting;

•risk management and controls, which includes assisting management with identifying and monitoring risks or exposures, assessing the steps management has taken to minimize such ~~as financial accounting~~risks and ~~reporting, internal audit, information technology, cybersecurity~~overseeing the Company’s underlying guidelines and ~~compliance, developing effective strategies~~policies with respect to ~~mitigate~~ risk assessment and ~~incorporating procedures into its strategic decision-making (and reporting developments related thereto to the Board);~~risk management;

•the processes for handling complaints relating to accounting, internal accounting controls and auditing matters;

•the Company’s legal and regulatory compliance;

~~the Company’s Code~~•any code of ~~Business Conduct~~business conduct and ~~Ethics as established by management~~ethics applicable to directors and ~~the Board;~~senior officers, including any waivers under such code; and

•the preparation of the audit committee report required by SEC rules to be included in the Company’s annual proxy statement.

The Audit Committee’s role is one of oversight. Management is responsible for preparing the Company’s financial statements, and the independent ~~registered public accounting firm is~~auditors are responsible for auditing those financial statements. Management ~~including the outside provider of internal audit services,~~ and the independent ~~registered public accounting firm~~auditors have more time, knowledge and detailed information about the Company than do Audit Committee members. Consequently, in carrying out its oversight responsibilities, the Audit Committee will not provide any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent ~~registered public accounting firm’s~~auditors’ work.

Compensation Committee

The Compensation Committee is currently comprised of ~~Blaine Fogg, Christopher Papouras, Yueping Sun~~Messrs. Brass, Kern and ~~Steven Webster. We expect that, as a result~~Pucillo. Mr. Kern is the Chair of the reduction of the size of the Board, the Board will determine to reduce the size of the committee to three directors following the Meeting and that the committee will be comprised of Christopher Papouras, Yueping Sun and Steven Webster. Mr. Webster is the Compensation ~~Committee Chairman.~~Committee. The Compensation Committee met four times during ~~2018~~fiscal year 2021 and, in addition, the ~~Chairman~~Chair of the Compensation Committee maintained frequent communication with the other members of the Compensation Committee ~~members~~ as well as the Company’s Non-Executive Chairman and Chief Executive Officer regarding compensation matters. The Board has determined that each member of the Compensation Committee is independent, as defined by the rules of the NYSE and in accordance with the ~~Era~~Bristow Categorical Standards. In addition, the members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.


Bristow Group Inc.			12			2021 Proxy Statement


COMMITTEES OF THE BOARD OF DIRECTORS						1

Committee Function.The Compensation Committee, among other things:

•reviews and makes recommendations to the Board for approval of corporate goals and annual performance objectives relevant to executive compensation;

•reviews, together with the Company’s ~~compensation practices;~~

~~establishes~~independent directors, and ~~approves~~makes recommendations to the Board for approval of compensation for the Chief Executive Officer ~~the Chief Financial Officer,~~and other executive ~~officers, and officers or managers who receive an annual base salary of more than $200,000;~~officers;

•evaluates officer and director compensation plans, policies and programs;

•reviews and approves, together with the Company’s independent directors, benefit plans;

~~produces~~•approves, together with the Company’s independent directors, all grants of equity awards and administers the Company’s incentive plans;

•previews and discusses with management the Company’s Compensation Discussion and Analysis and prepares a report on executive compensation to be included in the Company’s Annual Report on Form 10-K and proxy ~~statements~~statement;

•determines stock ownership guidelines for the Chief Executive Officer and other ~~SEC filings;~~executive officers and monitors compliance with such guidelines;

~~approves all grants~~•annually evaluates the independence of ~~equity awards~~any advisors retained by the Compensation Committee; and ~~administers~~

•reviews and recommends to the ~~Company’s incentive plans.~~Board for approval the frequency with which the Company will conduct an advisory stockholder vote on executive compensation required by Section 14A of the Exchange Act.

The ~~Chairman~~Chair of the Compensation Committee sets the agenda for meetings of the Compensation Committee. The meetings are attended by the Chief Executive Officer, the Chief Financial Officer, the Chief Administrative Officer and the General Counsel, if requested. The Compensation Committee meets at least annually with the Chief Executive Officer ~~and any other corporate officers the Board and Compensation Committee deem appropriate~~ to discuss and review the performance criteria and compensation levels of key executives. At each meeting, the Compensation Committee has the opportunity to meet in executive session. The ~~Chairman~~Chair of the Compensation Committee reports the Compensation Committee’s ~~actions~~recommendations regarding compensation of executive officers to the full Board. The Compensation Committee has the sole authority to retain, obtain the advice of and terminate any compensation consultants, independent legal counsel or other advisors to assist the Compensation Committee in its discharge of its duties and responsibilities, including the evaluation of director or executive officer compensation.

Compensation Committee Interlocks and Insider Participation. During ~~2018,~~fiscal year 2021, no member of the Compensation Committee was, and no member of the Compensation Committee currently is, an officer or employee of the Company. During ~~2018,~~fiscal year 2021, none of the Company’s executive officers served as a director or member of the compensation committee of any other entity whose executive officers serve on the Board or the Compensation Committee. During ~~2018,~~fiscal year 2021, no member of the Compensation Committee had a relationship that must be described under the SEC rules relating to disclosure of related person transactions.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee met ~~once~~four times during ~~2018.~~fiscal year 2021. The Nominating and Corporate Governance Committee is currently comprised of ~~Ann Fairbanks, Blaine Fogg~~Messrs. Brass, Manzo, Pucillo and ~~Yueping Sun. We expect that, as a result~~Truelove. Mr. Manzo is the Chair of the reduction of the size of the Board, the Board will determine to reduce the size of the committee to two directors following the Meeting and that the committee will be comprised of Yueping Sun and Ann Fairbanks. Mrs. Fairbanks is the Nominating and Corporate Governance ~~Committee Chairwoman.~~Committee. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent, as defined by the rules of the NYSE and in accordance with the ~~Era~~Bristow Categorical Standards.


Bristow Group Inc.			13			2021 Proxy Statement


COMMITTEES OF THE BOARD OF DIRECTORS						1

Committee Function. The Nominating and Corporate Governance Committee assists the Board with, among other things:

•identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board candidates for election at the Company’s annual meeting of stockholders and to fill vacancies on the Board;

•developing, recommending to the Board, and overseeing implementation of modifications, as appropriate, to the Company’s policies and procedures for identifying and reviewing candidates for the Board, including policies and procedures relating to candidates for the Board submitted for consideration by stockholders;

•reviewing the composition of the Board as a whole, including whether the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity and other desired qualities;

•reviewing periodically the size of the Board and recommending any appropriate changes;

•overseeing the ~~evaluation~~annual self-evaluation process of the ~~Board~~Board; and ~~management; and~~

•reviewing on a regular basis, the overall corporate governance of the Company and recommending to the Board improvements when necessary.

Selection of Nominees for the Board of Directors. To fulfill its responsibility to recruit and recommend to the full Board nominees for election as directors, the Nominating and Corporate Governance Committee reviews the composition of the full Board to determine the qualifications and areas of expertise needed to further enhance the composition of the Board and works with management in attracting candidates with those qualifications.

In identifying new director candidates, the Nominating and Corporate Governance Committee seeks advice and names of candidates from members of the Nominating and Corporate Governance Committee, ~~members,~~ other members of the Board, members of management and other public and private sources. The Nominating and Corporate Governance Committee, in formulating its recommendation of ~~candidates to the Board,~~nominees for election as directors, considers each ~~candidate’s~~individual’s personal qualifications and how such personal qualifications effectively address the perceived ~~then current~~then-current needs of the Board. Appropriate personal qualifications and criteria for membership on the Board include the following:

•experience investing in and/or guiding complex businesses as an executive leader or as an investment professional within an industry or area of importance to the Company;

•proven judgment and competence, substantial accomplishments, and prior or current association with institutions noted for their excellence;

•diversity as to business experiences, educational and professional backgrounds and gender, race and ethnicity;

•complementary professional skills and experience addressing the complex issues facing a multifaceted international organization; and

•an understanding of the Company’s businesses and the environment in which it ~~operates; and~~

~~diversity as to business experiences, educational and professional backgrounds and gender, race and ethnicity.~~operates.

After the Nominating and Corporate Governance Committee completes its evaluation, it presents its recommendations to the Board for consideration and approval. The Nominating and Corporate Governance Committee has the power to retain outside counsel, director search and recruitment consultants or other experts and will receive appropriate funding from the Company to engage such advisors. Having evaluated the Board candidates set forth below under Proposal 1 pursuant to these processes and criteria, the Nominating and Corporate Governance Committee recommended, and the Board determined to nominate, each of the incumbent directors named below for re-election.


Bristow Group Inc.			14			2021 Proxy Statement


COMMITTEES OF THE BOARD OF DIRECTORS						1

Key Skills and Experience


Senior Leadership
Aviation or Logistics Management
Oil and Gas Industry
International Business
Finance, Accounting, or Legal
Technology/Cybersecurity
Government Affairs/Contracting
Public Company Governance
Strategic Planning
Mergers and Acquisitions
Risk Management

Age and Tenure

59.6 years

Average
Age

2.4 years

Average Tenure


Bristow Group Inc.			15			2021 Proxy Statement


COMMITTEES OF THE BOARD OF DIRECTORS						1

Director and Executive Officer Succession. Pursuant to its charter, the Nominating and Corporate Governance Committee is responsible for overseeing the succession plan process for each of the Company’s senior executive officers, the Board and the Chairman of the Board. Furthermore, the Corporate Governance Guidelines mandate that the Board or the Nominating and Corporate Governance Committee shall, not less often than annually and on a more frequent basis as may be desired, review the qualities and characteristics necessary for the position of the Company’s chief executive officer. The Board or the Nominating and Corporate Governance Committee shall, not less often than annually and on a more frequent basis as may be desired, review the development and progression of potential internal candidates against those standards.

Stockholder Recommendations. The Nominating and Corporate Governance Committee will consider director candidates suggested by the Company’s stockholders provided that the recommendations are made in accordance with the same procedures required under ~~the Company’s amended and restated~~our Bylaws for nomination of directors by stockholders. For instance, stockholder nominations must comply with the notice provisions described under “Stockholder Proposals for ~~2020~~2021 Annual Meeting” below. Stockholder nominations that comply with these procedures and that meet the criteria outlined therein will receive the same consideration that the Nominating and Corporate Governance Committee’s nominees receive. The Company will report any material change to this procedure in an appropriate filing with the SEC and will make any such changes available promptly on

the SEC Filings section of the Company’s website at ~~www.erahelicopters.com~~www.bristowgroup.com. There have been no material changes to these procedures since the Company last provided this disclosure.

Citizenship Requirements. Our Bylaws provide that at least two-thirds of our Board must be citizens of the United States within the meaning of the Federal Aviation Act of 1958, as amended. Our Bylaws provide that a person who is not a citizen of the United States is not eligible for nomination or election as a director if such person’s election, together with the election of any incumbent directors that are not U.S. citizens and are candidates for election as Directors at the same time, would cause less than two-thirds of the Company’s directors to be citizens of the United States. Of the nine director nominees proposed by our Board for election at the Meeting, all (or more than two-thirds) are citizens of the United States within the meaning of the Federal Aviation Act of 1958, as amended.

Communications with the Board or Independent Directors

~~Stockholders or interested parties who wish~~Our Board welcomes the opportunity to ~~communicate~~hear from our stockholders and proactively engages with ~~the Board, the Non-Executive Chairman and/or independent directors may do so by writing in care~~our stockholders on matters of the Company’s Corporate Secretary, indicating by title or name to whom correspondence should be directed. Correspondence should be sent to: Era Group Inc., Attn: Corporate Secretary, 818 Town & Country Blvd., Suite 200, Houston, Texas 77024 or by e-mail to ~~corporatesecretary@eragroupinc.com~~.interest such as executive compensation, environmental, social and corporate governance matters and Company strategy. The independent directors have established procedures for handling communications from stockholders of the Company and directed the Corporate Secretary to act as their agent in processing any communications received. All communications should be delivered in writing addressed to our Corporate Secretary at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042. The correspondence should be addressed to the appropriate party, namely: (i) Bristow Group Inc. - Board, (ii) Bristow Group Inc. - Nominating and Corporate Governance Committee, (iii) Bristow Group Inc. - Audit Committee, (iv) Bristow Group Inc. - Compensation Committee or (v) the individual director designated by full name or position as it appears in the Company’s most recent proxy statement. All communications that relate to matters that are within the scope of the responsibilities of the Board and its committees will be forwarded to the Non-Executive Chairman and independent directors. Communications that relate to matters that are within the responsibility of one of the Board committees will be forwarded to the chairperson of the appropriate committee. Communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities will be sent to the appropriate executive. ~~Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded, but will be made available to any director who wishes to review them.~~

The Audit Committee has established procedures for (i) the receipt, retention, and treatment of complaints, reports and concerns regarding accounting, internal accounting controls, or auditing matters and (ii) the confidential, anonymous submission of complaints, reports and concerns by employees regarding questionable accounting or auditing matters. ~~These~~Information related to these procedures ~~are published~~is included in our Code of Business Integrity, which is available on the Company’s website at ~~www.erahelicopters.com~~www.bristowgroup.com, by clicking “Investors, ~~& Media,~~” then “Governance” and then “Governance Documents” ~~(entitled Procedures for Addressing Complaints)~~. Such complaints, reports or concerns may be communicated anonymously and confidentially to the Company’s Chief Compliance Officer, General Counsel or the ~~Chairman~~Chair of the Audit Committee through ~~a toll-free hotline at +1 (855) 845-3468 or through an Internet based reporting tool provided by~~ NAVEX Global, the Company’s third-party


Bristow Group Inc.			16			2021 Proxy Statement


COMMITTEES OF THE BOARD OF DIRECTORS						1

hotline provider. Those wishing to report concerns may do so by phone (888) 840-4147) or online (~~www.eragroupinc.ethicspoint.com~~https://BristowGroup.TNWReports.com)~~, each available on an anonymous and confidential basis.~~. Complaints received are logged and tracked by the Chief Compliance Officer and the General Counsel or his or her designee, investigated, and communicated to the ~~Chairman~~Chair of the Audit ~~Committee~~Committee. Both our Code of Business Integrity and ~~investigated, under~~ the ~~supervision of the Audit Committee, by the General Counsel~~Reporting Concerns and ~~her designees. In accordance with~~Nonretaliation Policy reflect Section 806 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), ~~these procedures prohibit~~which prohibits the Company from retaliating against any person who, in good faith, submits an accounting or auditing complaint, report or concern or provides assistance in the investigation or resolution of such matters.

The Nominating and Corporate Governance Committee proposes nominees for director and acts pursuant to its charter, which is posted on our website, www.bristowgroup.com, under the “Governance” caption. It is the policy of the Nominating and Corporate Governance Committee to consider director candidates recommended by our employees, directors, stockholders, and others, including search firms. The Nominating and Corporate Governance Committee has sole authority to retain and terminate any search firm used to identify candidates for director and has sole authority to approve the search firm’s fees and other retention terms.

A stockholder who wishes to recommend a director for nomination must follow the procedures set forth below for nominations to be made directly by a stockholder. In addition, the stockholder should provide such other information as such stockholder may deem relevant to the Nominating and Corporate Governance Committee’s evaluation. All recommendations, regardless of the source of identification, are evaluated on the same basis as candidates recommended by our directors, chief executive officer, other executive officers, third-party search firms or other sources.

Our Bylaws permit stockholders to nominate directors for election at an Annual Meeting of Stockholders regardless of whether such nominee is submitted to and evaluated by the Nominating and Corporate Governance Committee. To nominate a director using this process, the stockholder must follow procedures set forth in our Bylaws. Those procedures require a stockholder wishing to nominate a candidate for director at next year’s Annual Meeting of Stockholders to give us written notice not earlier than the close of business on the 120th day prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders and not later than the close of business on the 90th day prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders. However, if the date of the Annual Meeting of Stockholders is more than 30 days before or more than 60 days after such anniversary date, notice is required not earlier than 120 days prior to the Annual Meeting of Stockholders and not later than the later of 90 days prior to the Annual Meeting of Stockholders or the 10th day after we publicly disclose the meeting date. The notice to our Corporate Secretary must include the following:

•The nominee’s name, age and business and residence addresses;

•The nominee’s principal occupation or employment;

•The class and number of our shares, if any, owned by the nominee;

•The name and address of the stockholder as they appear on our books;

•The class and number of our shares owned by the stockholder as of the record date for the Annual Meeting of Stockholders (if this date has been announced) and as of the date of the notice;

•A representation that the stockholder intends to appear in person or by proxy at the Annual Meeting of Stockholders to nominate the candidate specified in the notice;

•A description of all arrangements or understandings between the stockholder and the nominee; and


Bristow Group Inc.			17			2021 Proxy Statement


COMMITTEES OF THE BOARD OF DIRECTORS						1

•Any other information regarding the nominee or stockholder that would be required to be included in a proxy statement relating to the election of directors, including the specific experience, qualifications, attributes or skills that led the stockholder to believe that the person should serve as a director.

In addition, our Bylaws require that a nominee for election or re-election must deliver to our Corporate Secretary an irrevocable letter of resignation pursuant to our majority vote policy described in more detail above as well as a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made and make certain representations and agreements.

Our Bylaws provide that at least two-thirds of our Board must be citizens of the United States within the meaning of the Federal Aviation Act of 1958, as amended. Our Bylaws provide that a person who is not a citizen of the United States is not eligible for nomination or election as a director if such person’s election, together with the election of any incumbent directors that are not U.S. citizens and are candidates for election as Directors at the same time, would cause less than two-thirds of the Company’s directors to be citizens of the United States. Of the nine director nominees proposed by our Board for election at the Meeting, all (or more than two-thirds) are citizens of the United States within the meaning of the Federal Aviation Act of 1958, as amended.

Risk Oversight

The Company’s results of operations, financial condition and cash flows can be adversely affected by risk. The management of risk is central to the success of the Company and requires the involvement of the Board, officers and employees, all of whom are entrusted to develop a balanced and prudent approach to risk.

The Company has developed and implemented operational controls designed to identify and mitigate risk associated with its financial decisions, operations, legal, compliance, business development, information technology systems, cybersecurity, data privacy and security controls, changing business conditions and initiation of new business lines. The Chief Executive Officer, with the assistance of the ~~Senior Vice Presidents and~~ other ~~key executives,~~members of the executive management team, is responsible for, among other risk management measures:

•implementing measures designed to ensure the highest standard of safety for personnel, information technology systems and data security, the environment and property in performing the Company’s operations;

•obtaining appropriate insurance coverage; and

•evaluating and identifying risk related to the Company’s capital structure in light of a rigorous assessment of its business activities.

The Board has reviewed and evaluated, and expects to routinely review and evaluate, its risk profile to ensure that the measures implemented by management are adequate to execute and implement the Company’s strategic objectives. Issues related to risk are regularly discussed by the Chief Executive Officer and the rest of the ~~senior~~executive management team with members of the Board both through informal communications, such as email and in-person meetings, and during formal Board meetings. ~~Senior management~~Executive leadership makes a formal presentation to the Board regarding risk management issues at least once per year. In addition, the Board meets with a broad group of the Company’s managers at least once per year to permit directors to discuss company matters in a more informal environment than the typical meeting. Several Board members are familiar with the risks associated with the types of assets managed and owned by the Company and routinely engage in a dialogue with the Chief Executive Officer and appropriate members of ~~senior management~~executive leadership regarding such risks.

The Audit Committee, together with ~~senior management,~~executive leadership, works to respond to recommendations from internal and external auditors and supervisory authorities regarding the Company’s compliance with internal controls and procedures and other factors that could interfere with the successful implementation of the Company’s strategic plan. The Audit Committee also reviews the

adequacy of the Company’s risk management policies and procedures and meets ~~privately~~ with ~~company employees and~~ the General Counsel and


Bristow Group Inc.			18			2021 Proxy Statement


COMMITTEES OF THE BOARD OF DIRECTORS						1

the Chief Compliance Officer to consider recommendations regarding policies related to risk management. In addition, ~~senior management~~executive leadership works closely with the General Counsel and the Chief Compliance Officer to facilitate compliance with foreign and domestic laws and regulations. The General Counsel also reports to the Board on company programs and initiatives that educate employees on these laws, regulations and any updates thereto and facilitates the Company’s compliance therewith.

The Company has established an Enterprise Risk Committee and a ~~Cybersecurity~~Compliance Committee ~~currently consisting~~to oversee risk management and compliance activities as a means of bringing issues to the attention of senior management. Responsibilities for risk management and compliance are distributed throughout various functional areas of the ~~Company’s General Counsel, Chief Financial Officer,~~business. Both the Enterprise Risk Committee and ~~Chief Technology Officer. The committee meets periodically~~the Compliance Committee assist with the preparation of a report to ~~review and assess~~the Audit Committee at least twice a year regarding the Company’s cybersecurity and data privacy risks and the technologies, policies, processes, controls and practices for managing and mitigating such risks, including the quality and effectiveness of the Company’s information technology systems and processes. ~~The Cybersecurity Committee reports to the Audit Committee of the Board in connection with the Audit Committee’s larger role in risk management oversight.~~

The Board believes that ~~senior management’s~~executive leadership’s procedures, combined with Board, Audit Committee, Compliance Committee, and ~~Cybersecurity~~the Enterprise Risk Management Committee oversight, enable the Company to properly and comprehensively assess risk from both an enterprise-wide and departmental perspective, thereby managing and observing the most substantive risks at each level within the Company.

Code of Business Conduct and Ethics

~~The~~Our Board has adopted a set of Corporate Governance Guidelines, a Code of Business ~~Conduct~~Integrity for directors and ~~Ethics~~employees and a Supplemental Code of ~~Ethics.~~Ethics (collectively, our “Code”). A copy of each of these documents, along with the charters of each of the committees described above, is available on the Company’s website at ~~ir.erahelicopters.com~~www.bristowgroup.com, by clicking “Investors,” then “Governance” and then “Governance Documents” and is also available to stockholders in print without charge upon written request to ~~the Company’s General Counsel, 818 Town & Country Blvd.,~~our Corporate Secretary at 3151 Briarpark Drive, Suite ~~200,~~700, Houston, Texas ~~77024.~~77042.

~~The Corporate Governance Guidelines address areas such as director responsibilities and qualifications, director compensation, management succession, board committees and annual self-evaluation. The~~Our Code ~~of Business Conduct and Ethics is applicable~~applies to ~~the Company’s~~all directors ~~officers~~ and employees, ~~and~~including the ~~Supplemental Code of Ethics is applicable to the Company’s~~ Chief Executive Officer, the Chief Financial Officer and all senior financial officers. ~~The Company will disclose future amendments~~Our Code covers topics including, but not limited to, ~~or waivers from, certain provisions~~conflicts of ~~the Supplemental~~interest, insider trading, competition and fair dealing, discrimination and harassment, international trade regulations, confidentiality, compliance procedures and employee complaint procedures. Our Board periodically reviews and revises our Code, ~~of Ethics on its website within two business days following the date of such amendment or waiver.~~

~~Stock Ownership Guidelines~~

The Company’s Compensation Committee has adopted Stock Ownership Guidelines for non-management directors and executive officers pursuant to which such individuals are expected to attain minimum levels of stock ownership, including unvested restricted shares and stock underlying “in the money” vested options with a phase-in available for newly appointed individuals. All non-management directors and executive officers (other than as set forth below) are in compliance with the Stock Ownership Guidelines as of December 31, 2018. Grant Newman, who joined the Company as Senior Vice President, Strategy & Corporate Development on September 4, 2018, Crystal Gordon, who joined the Company as Senior Vice President, General Counsel and Chief Administrative Officer on January 1, 2019 and any non-management directors and executive officers appointed after the date hereof must attain compliance within three years from the date of his or her appointment. The minimum ownership level of Company stock is expressed as a multiple of compensation in accordance with the following table:it deems appropriate.



~~Directors and Officers~~Bristow Group Inc.		19	~~Ownership Threshold~~
~~Non-management director~~	~~3x Annual Cash Retainer~~
~~CEO~~	~~4x Base Salary~~
~~Senior Vice Presidents~~	~~2x Base Salary~~
~~Other Executive Officers~~	~~1x Base Salary~~2021 Proxy Statement

Until the ownership threshold is achieved, non-management directors and executive officers may only sell up to 50% of the shares of vested stock received after any selling or withholding of stock to pay taxes associated with vesting. In general, once a covered person achieves initial compliance with his or her ownership threshold guideline, such covered person must at all times retain ownership of at least the minimum amount of shares that such person was required to hold to be in compliance with the ownership guidelines on the first test date on which such person attained compliance. The Compensation Committee is responsible for the administration of the Stock Ownership Guidelines, including granting any exception waivers, and addressing any executive officer noncompliance during annual performance reviews.

The Company does not have a specific equity or other security ownership requirements or guidelines for employees other than its executive officers. However, management level employees are encouraged to take an ownership stake in the Company

and are specifically compensated with equity compensation. The Compensation Committee annually reviews grant history and subsequent dispositions of restricted stock to determine if the awards serve the purpose of building ownership.

~~Proposal No.~~PROPOSAL 1

ELECTION OF DIRECTORS

Our Board currently consists of nine directors. The ~~Board has nominated~~term of office of all of our present directors will expire no later than the ~~people listed below for~~day of the Meeting upon the election asof their successors. The directors ~~each to~~elected at the Meeting will serve until ~~the next annual meeting of stockholders~~their respective successors are elected and qualified or until ~~his~~their earlier death, resignation or ~~her successor~~removal.

Unless authority to do so is ~~elected~~withheld by the stockholder, each proxy executed and ~~qualified. Although not anticipated, if any~~returned by a stockholder will be voted for the election of the nominees ~~becomes unavailable for any reason,~~hereinafter named. Directors having beneficial ownership derived from presently existing voting power of approximately 1.1% of our Common Stock as of the ~~Board in its discretion may designate a substitute nominee. If a stockholder has filled out the accompanying proxy card,~~Record Date have indicated that ~~stockholder’s~~they intend to vote ~~will be cast~~ for the ~~substitute nominee.~~

~~The following table sets forth information with respect to each nominee for~~ election ~~as a director:~~



~~Name~~	~~Age~~	~~Position~~
~~Charles Fabrikant~~	74	~~Chairman of the Board of Directors~~
~~Christopher Bradshaw~~	42	~~Director~~
~~Ann Fairbanks~~	78	~~Director~~
~~Christopher Papouras~~	52	~~Director~~
~~Yueping Sun~~	62	~~Director~~
~~Steven Webster~~	67	~~Director~~

~~Charles Fabrikant~~ is the Non-Executive Chairman of the Board. Mr. Fabrikant served as the Company’s President and Chief Executive Officer from October 2011 to April 2012 and has served as Chairman of the Board since July 2011. Additionally, Mr. Fabrikant serves as Non-Executive Chairman of SEACOR Marine Holdings Inc. and Chief Executive Officer and Executive Chairman of SEACOR Holdings Inc. (“SEACOR”). Mr. Fabrikant has been a director of SEACOR and several of its subsidiaries since its inception in 1989. He served as a director of Dorian LPG Ltd. from July 2013 through December 2015. Mr. Fabrikant has served as director of Diamond Offshore Drilling, Inc., a contract oil and gas driller, since January 2004. He is also President of Fabrikant International Corporation, a privately owned corporation engaged in marine investments. Mr. Fabrikant is a graduate of Columbia University School of Law and Harvard University.

With over 30 years of experience in the maritime, transportation, investment and environmental industries, and his position as the founder of SEACOR and the Company’s former President and Chief Executive Officer, Mr. Fabrikant’s broad experience and deep understanding of the Company make him uniquely qualified to serve as Non-Executive Chairman of the Board.

~~Christopher Bradshaw~~ has served as the President and Chief Executive Officer of the Company since November 2014 and Chief Financial Officer from October 2012 to September 2015. Mr. Bradshaw was appointed a director of the Company in February 2015. He served as the Company’s Acting Chief Executive Officer from August 2014 to November 2014. Additionally, Mr. Bradshaw is an officer and director of certain joint ventures and subsidiaries of the Company. From 2009 until 2012, Mr. Bradshaw served as Managing Partner and Chief Financial Officer of U.S. Capital Advisors LLC, an independent financial advisory firm that he co-founded. Prior to co-founding U.S. Capital Advisors LLC, Mr. Bradshaw was an energy investment banker at UBS Securities LLC, Morgan Stanley & Co., and PaineWebber Incorporated.

As Chief Executive Officer, Mr. Bradshaw provides valuable insight to the Board on the Company's day-to-day operations. Mr. Bradshaw also adds a valuable perspective to the Board given his strong background in corporate finance and investment banking within the energy sector.

~~Ann Fairbanks~~ has been a member of the Board since March 2013. Mrs. Fairbanks is the founder and Chairman of the Fairbanks Investment Fund, a U.S. private equity fund. She is currently Chairman of the board of ProteoNic B.V., a director on the boards of Invectys S.A. and Routin S.A, and Chairman of Layalina Productions, a non-profit organization. Mrs. Fairbanks served in a number of U.S. government positions, including as Executive Director of the Federal Home Loan Bank Board from 1983 to 1987, as Deputy Assistant Director for Economic Policy on the White House Domestic Policy Staff of President Ronald Reagan from 1981 to 1983, and as Presidential Appointee on the founding board of the Federal Home Loan Mortgage Corporation until 1994. Mrs. Fairbanks formerly served as Lead Director of ING Direct until its sale to Capital One Bank in 2010. Mrs. Fairbanks serves on the board of directors and Executive Committee of the French-American Foundation in New York, since 2002, and serves as a member of each of the National Committee of the Aspen Music Festival since 2001 and the International Women’s Forum in Washington, D.C., since 1996. Mrs. Fairbanks formerly served as a member of the board of directors of the French-American Foundation, in France, from 2006nominees named below. If any nominee withdraws or for any reason is unable to ~~2010.~~

Mrs. Fairbanks’ extensive experience with investment activities and board positions provides additional depth to the Board’s analysis and evaluation of investment and acquisition opportunities and other corporate opportunities. Mrs. Fairbanks’ broad experience enhances the Board’s leadership, corporate governance and diversity.

~~Christopher Papouras~~ has been a member of the Board since March 2013. Mr. Papouras was President of Nabors Drilling Solutions, a provider of oil and gas drilling services, from 2015 until June 2018, and Chairman of Canrig Drilling Technology,

Ltd. (“Canrig”), a leading supplier of drilling equipment for the oil and gas drilling industry, from February 2016 until June 2018. Prior to that, Mr. Papouras was President of Canrig from 1998 to February 2016, President of Epoch Well Services, Inc., a provider of information technology services to the oil and gas industry, and Assistant to the Chairman of Nabors Industries, Inc., a land drilling contractor and subsidiary of Nabors Industries Ltd. Mr. Papouras formerly served on the board of directors of Quantico Energy Solutions LLC, a data analytics company with a focus on the oil and gas industry, and Reelwell AS, an oilfield service company. Mr. Papouras became a member of the board of directors of SEACOR in March 2018.

~~Mr. Papouras’s strong background in technology and the oil and gas industry, as well as his extensive experience serving~~serve as a director, ~~on various company boards adds extensive value~~the persons named in the accompanying proxy either will vote for such other person as our Board may nominate or, if our Board does not so nominate such other person, will not vote for anyone to replace the ~~Company’s Board. This experience also provides significant value~~nominee. Except as described below, our management knows of no reason that would cause any nominee hereinafter named to ~~the Audit Committee and Compensation Committee.~~

~~Yueping Sun~~ has been a member of the Board since March 2013. Ms. Sun has been Of Counsel for the law firm of Yetter Coleman LLP since 2005, where her principal areas of practice include corporate and securities law. She also has served as Rice University Representative since 2004. Previously, Ms. Sun practiced law in New York City with White & Case LLP and Sidley Austin Brown & Wood LLP. Ms. Sun is a board member of the Asia Society Texas Center, Teach for America and the United Way of Greater Houston, a trustee of Texas Children’s Hospital and honorary co-chair of Rice’s Baker Institute Roundtable. Ms. Sun also servesbe unable to serve as a member of the advisory board of Rice’s Shepherd School of Music, the Kinder Institute for Urban Research, Asian Chamber of Commerce, Chinese Community Center, and the Mayor’s International Trade and Development Council for Asia/Australia. Ms. Sun has been recognized by several organizations for her contributionsdirector or to the community, including the 2010 International Executive of the Year, Texas China Distinguished Leader in Education Award, the 2011 Asian American Leadership Award, Woman on the Move, one of the 50 Most Influential Women of 2010 and the 2012 ABC Channel 13 Woman of Distinction.refuse to accept nomination or election.

Ms. Sun’s experience as a corporate and securities lawyer concentrating on cross-border and other corporate transactions adds value to the Board with respect to transactional matters and corporate governance, and her broad experience provides for enhanced Board diversity.

~~Steven Webster~~ has been a member of the Board since January 2013. Mr. Webster served on SEACOR’s board of directors from September 2005 to January 2013. Mr. Webster is currently Managing Partner of AEC Partners LP, a private equity investment business formed in 2018 to invest in the energy sector. Mr. Webster remains a Co-Managing Partner of Avista Capital Partners LP, a private equity investment business that he co-founded in 2005 that focuses on the energy, healthcare and other industries. From 2000 through June 2005, Mr. Webster was Chairman of Global Energy Partners, an affiliate of Credit Suisse First Boston’s Alternative Capital Division. From 1988 through 1997, Mr. Webster was Chairman and Chief Executive Officer of Falcon Drilling Company, Inc. (“Falcon Drilling”), an offshore drilling company he founded, and through 1999, served as President and Chief Executive Officer of R&B Falcon Corporation (“R&B Falcon”), the successor to Falcon Drilling formed through its merger with Reading & Bates Corporation. Mr. Webster served as a Vice Chairman of R&B Falcon until 2001 when it merged with Transocean, Inc. Mr. Webster formerly served on the board of directors of various public companies both in the energy and other industries. Mr. Webster currently serves as Chairman of Carrizo Oil & Gas, Inc., a Houston based independent public energy company engaged in the exploration, development and production of natural gas and oil. He is also a Trust Manager of Camden Property Trust, a public real estate investment trust specializing in multi-family housing, and director of Oceaneering International Inc., a Houston based public subsea engineering and applied technology company, and various private companies. Mr. Webster holds an MBA from Harvard Business School where he was a Baker Scholar. He also holds a Bachelor of Science Degree in Industrial Management and an Honorary Doctorate in Management from Purdue University.

Mr. Webster’s extensive experience with private equity and equity-related investments provides additional depth to the Board’s analysis of investment and acquisition opportunities. His board positions and his experience as Chairman and Chief Executive Officer of a public company provide additional experience to the Board in evaluating corporate opportunities.

~~Voting~~Vote Required

Directors will be elected by a plurality of the shares of Common Stock represented in person or by proxy at the Meeting and voting on the matter. However, all nominees have submitted an irrevocable letter of resignation conditional on (i) such nominee’s failure to receive a majority of votes cast and (ii) acceptance of such resignation by the Board. If you do not wish your shares to be voted for any particular nominee, please identify any nominee for whom you “withhold authority” to vote on the enclosed proxy card or when voting by Internet or telephone. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Recommendation

~~THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE~~Our Board unanimously recommends that stockholders vote FOR ~~THE ELECTION OF EACH~~the election to our Board of each of the nominees named below.

Information Concerning Nominees

Our present Board proposes for election the following nine nominees for director. Each of the nominees named below is currently a director of the Company. All nominees for director are nominated to serve one-year terms until the 2022 Annual Meeting of Stockholders and until his or her successor is elected and qualified, unless ended earlier due to his or her death, resignation, disqualification or removal from office.


Bristow Group Inc.			20			2021 Proxy Statement


PROPOSAL 1						1

Director Nominees

We have provided information below about our nominees, including their age, citizenship and business experience for at least the past five years, including service on other boards of directors. We have also included information about each nominee’s specific attributes, experience or skills that led our Board to conclude that he or she should serve as a director on our Board in light of our business and structure. Unless we specifically note below, no corporation or organization referred to below is a subsidiary or other affiliate of Bristow Group Inc.

Christopher S. Bradshaw

Age:44

Nationality: American

Board: since 2015

Principal Occupations

BRISTOW GROUP INC.

President and Chief Executive Officer

since June 2020

ERA GROUP INC.

President and Chief Executive Officer

November 2014 – June 2020

Chief Financial Officer

October 2012 – September 2015

Acting Chief Executive Officer

August 2014 – November 2014

U.S. CAPITAL ADVISORS LLC

(independent financial advisory firm

co-founded by Mr. Bradshaw)

Managing Partner and Chief Financial Officer

2009 – 2012

UBS SECURITIES LLC

Energy investment banker

MORGAN STANLEY & CO.

Energy investment banker

PAINEWEBBER INCORPORATED

Energy investment banker

Directorships

OTHER LEADERSHIP AND SERVICE

Dress for Success Houston

since 2012

Chairman of the Board

HeliOffshore

since 2014

Small Steps Nurturing Center

since 2018

Strategic Locations Committee

Nominating Committee

The National Ocean Industries Association (NOIA)

since 2021

Key Skills and Experience

Senior Leadership

Aviation or Logistics Management

Finance, Accounting
or Legal


Bristow Group Inc.			21			2021 Proxy Statement


PROPOSAL 1						1

Lorin L. Brass

INDEPENDENT

Age:67

Nationality: American

Board:since 2020

Compensation:since 2020

Nominating:since 2020

Principal Occupations

ROYAL DUTCH SHELL

SHELL OIL COMPANY

Senior Advisor of Business Development

Director of Global Business Development, Shell International Exploration & Production

Production Superintendent, Gulf of Mexico Coastal Division

Engineering Manager, West Coast Division

Directorships

PRIVATE COMPANIES

Rausch Companies Inc.

Chairman, since March 2015

OTHER LEADERSHIP AND SERVICE

Abbey of the Hills

Finance Committee

Chairman of the Governance Committee

since 2018

Brass Family Foundation

Chairman, since 2004

Lennox Area Community Foundation

since 2020

Lincoln Conservation District

since 2008

MHCH Foundation

since 2006

South Dakota Mines Alumni Association

since 2018

South Dakota Mines Foundation

2007 – 2019

Chairman, 2010 – 2017

South Dakota Investment Council

2014 – 2019

Key Skills and Experience

Oil and Gas Industry

International Business

Technology/Cybersecurity

Charles Fabrikant

INDEPENDENT

Age:76

Nationality: American

Board: since 2011

(former Chairman from

2011 to June 2020)

Audit: since 2020

Principal Occupations

FABRIKANT INTERNATIONAL CORPORATION

President

SEACOR HOLDINGS INC.

(transportation and logistics services company

co-founded by Mr. Fabrikant)

Executive Chairman and Chief Executive Officer

1989 – April 2021

Directorships

PUBLIC COMPANIES

SEACOR Marine Holdings Inc.

Non-Executive Chairman

2017 – June 2021

SEACOR Holdings Inc.

Executive Chairman

1989 – April 2021

Diamond Offshore Drilling, Inc.

Audit Committee

2004 – 2019

Key Skills and Experience

Aviation or Logistics Management

International Business

Risk Management


Bristow Group Inc.			22			2021 Proxy Statement


PROPOSAL 1						1

Wesley E. Kern

INDEPENDENT

Age:54

Nationality: American

Board: since 2020

Audit:since 2020

Compensation:since 2020

Principal Occupations

IMPROVE ONE, LLC

Director

since 2019

LOBO LEASING LIMITED

Executive Vice President and Chief Financial Officer

2014 – 2018

US POWER GENERATING COMPANY

Senior Vice President, Finance

Vice President, Mergers and Acquisitions)

2006 – 2013

PACIFIC NATURAL ENERGY, LLC

Chief Financial Officer

Directorships

PRIVATE COMPANIES

Mile High Labs International, Inc.

since August 2020

FORMER DIRECTORSHIPS

All in Behavioral Health

Meridian Solar, Inc.

Key Skills and Experience

Aviation or Logistics Management

Finance, Accounting
or Legal

Offshore Wind/Renewables

Robert J. Manzo

INDEPENDENT

Age:63

Nationality: American

Board: since 2020

Nominating:since 2020

Principal Occupations

RJM I, LLC

Founder and Managing Member

since 2005

FTI Consulting, Inc.

Senior Managing Director

2000 – 2005

POLICANO & MANZO, LLC

(financial consulting firm co-founded by Mr. Manzo

that was sold to FTI Consulting, Inc. in 2020)

Directorships

PUBLIC COMPANIES

ADVANZ PHARMA Corp.

since 2018

Visteon Corporation

since 2012

PRIVATE COMPANIES

Star Struck LLC

since 2010

Ocean Reef Club

Chairman, 2019 – April 2021

Key Skills and Experience

Finance, Accounting
or Legal

Public Company Governance

Mergers and Acquisitions


Bristow Group Inc.			23			2021 Proxy Statement


PROPOSAL 1						1

G. Mark Mickelson

INDEPENDENT

Age:55

Nationality: American

Board: since 2020

Chairman: since 2020

Principal Occupations

MICKELSON & COMPANY, LLC

(financial consulting firm founded by

Mr. Mickelson)

President

since 2005

SOUTH DAKOTA HOUSE OF REPRESENTATIVES

Speaker, 2017 – 2018

Speaker pro Tempore, 2015 – 2016

Member, 2012 – 2016

Directorships

PRIVATE COMPANIES

ISG

Audit Committee

since January 2020

PUBLIC COMPANIES

Meta Financial Group, Inc.

Audit Committee; Board Loan Committee

1997 – 2006

OTHER LEADERSHIP AND SERVICE

South Dakota Community Foundation

USD Foundation

Sioux Falls Area Chamber of Commerce Board

Sioux Falls Development Foundation

South Dakota Board of Economic Development

Key Skills and Experience

Finance, Accounting
or Legal

Government Affairs/ Contracting

Public Company Governance

General Maryanne Miller, Ret.

INDEPENDENT

Age:62

Nationality: American

Board: since 2021

Principal Occupations

U.S. AIR FORCE

Four-Star General, Retired

Commander of Air Mobility Command

Commander of the Air Force Reserve

Air Component for U.S. Transportation Command

Command pilot (more than 4,800 flying hours in numerous aircraft)

NEW VISTA ACQUISITION CORP.

Advisor

Directorships

OTHER LEADERSHIP AND SERVICE

Board of Trustees for Manhattan College

Member

The Leaven

Honorary Board Member

Key Skills and Experience

Aviation or Logistics Management

Government Affairs/ Contracting

Advanced Air Mobility


Bristow Group Inc.			24			2021 Proxy Statement


PROPOSAL 1						1

Christopher Pucillo

INDEPENDENT

Age:53

Nationality: American

Board: since 2020

Compensation: since 2020

Nominating: since 2020

Principal Occupations

SOLUS ALTERNATIVE ASSET MANAGEMENT LP

(asset management firm founded by

Mr. Pucillo)

Managing Partner and Chief Executive Officer / Chief Investment Officer

since 2007

STANFIELD CAPITAL PARTNERS

Head of Trading

2000 – 2007

MORGAN STANLEY

Head of High Yield Loan Trading

1996 – 2000

Directorships

OTHER LEADERSHIP AND SERVICE

Oak Knoll School of the Holy Child

Chairman of the Investment Committee

Finance Committee

Telluride Foundation

Western Golf Association

Key Skills and Experience

Finance, Accounting
or Legal

Strategic Planning

Mergers and Acquisitions

Brian D. Truelove

INDEPENDENT

Age:62

Nationality: American

Board: since 2020

Audit: since 2020

Nominating: since 2020

Principal Occupations

HESS CORPORATION

Senior Vice President, Global Services

Chief Information Officer (CIO), Chief Technology Officer (CTO) and Head of Supply Chain / Logistics

2011 – 2018

Senior Vice President, Global Offshore Business

Senior Vice President, Global Drilling and Completions

ROYAL DUTCH SHELL

Senior Vice President for the Abu Dhabi National Oil Company/NDC on secondment from Shell

Head of Global Deepwater Drilling and Completions

1980 – 2010

Directorships

PRIVATE COMPANIES

Expro Group

Audit Committee

since 2018

Key Skills and Experience

Oil and Gas

Risk Management

Technology/Cybersecurity


Bristow Group Inc.			25			2021 Proxy Statement


EXECUTIVE OFFICERS OF THE REGISTRANT						1

EXECUTIVE OFFICERS OF THE ~~DIRECTOR-NOMINEES NAMED ABOVE.~~ REGISTRANT

Under our Bylaws, our Board elects our executive officers annually. Each executive officer remains in office until that officer ceases to be an officer or his or her successor is elected. There are no family relationships among any of our executive officers. As of the close of business on June 7, 2021, our executive officers were as follows:


Name	Age	Position Held with Registrant

Christopher S. Bradshaw	44	President and Chief Executive Officer
David F. Stepanek	55	Executive Vice President, Sales and Chief Transformation Officer
Alan Corbett	63	Senior Vice President, Europe, Africa, Middle East, Asia and Australia and Search and Rescue
Crystal L. Gordon	42	Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary
Jennifer D. Whalen	47	Senior Vice President, Chief Financial Officer

Christopher S. Bradshaw has served as a Director and our President and Chief Executive Officer since June 2020. He previously served as President and Chief Executive Officer of Era from November 2014 to June 2020 and Chief Financial Officer of Era from October 2012 to September 2015. Mr. Bradshaw was appointed a director of Era in February 2015. He served as Era’s Acting Chief Executive Officer from August 2014 to November 2014. From 2009 until 2012, Mr. Bradshaw served as Managing Partner and Chief Financial Officer of U.S. Capital Advisors LLC, an independent financial advisory firm that he co-founded. Prior to co-founding U.S. Capital Advisors LLC, Mr. Bradshaw was an energy investment banker at UBS Securities LLC, Morgan Stanley & Co., and PaineWebber Incorporated. He received a degree in Economics and Government from Dartmouth College.

~~SECURITY~~David F. Stepanek has served as our Executive Vice President, Sales and Chief Transformation Officer since April 2021. In this role, Mr. Stepanek has responsibility for all sales, marketing and commercial functions of the Company’s business, focusing on both the Company’s existing end markets and the transformation of the Company’s business mix through strategic diversification into new markets. Mr. Stepanek served as our Executive Vice President, Chief Operating Officer from June 2020 until April 2021. He previously served as Senior Vice President, Business Development of Era when he joined Era in January 2020. From 2010 through 2019, Mr. Stepanek held positions within PHI, Inc., most recently having served as President, PHI Americas, responsible for the overall performance and direction of PHI’s U.S. and international operations in the Western Hemisphere. Before becoming President PHI Americas, he served as PHI, Inc. Chief Commercial Officer and led the company’s growth in the U.S. Gulf of Mexico and international expansion including the acquisition of HNZ Group’s offshore helicopter business. Before joining PHI in 2010, Mr. Stepanek held a variety of leadership positions at Era. After four years’ service in the U.S. Marine Corps as a heavy lift helicopter avionics technician, Mr. Stepanek moved to Sikorsky as an avionics technician and field service representative; he was subsequently promoted and contributed to the sales and product development of the S-76 and S-92 aircraft, amongst many other roles.

Alan Corbett has served as our Senior Vice President for Europe, Africa, Middle East, Asia and Australia and Search and Rescue since June 2020. Mr. Corbett is responsible for the Company’s operations in Australia, Nigeria, Norway and the U.K. Mr. Corbett is also responsible for the Company’s SAR operations. Mr. Corbett served in a similar role at Old Bristow from June 2018 to June 2020. He previously served as Old Bristow’s Vice President, EAMEA from June 2017 to June 2018. Before that, he served as Old Bristow’s Region Director of the Europe Caspian Region from April 2015 to June 2017 and Region Director of the Europe Business Unit (EBU) from August 2014 to March 2015, in which capacities he had


Bristow Group Inc.			26			2021 Proxy Statement


EXECUTIVE OFFICERS OF THE REGISTRANT						1

commercial and operational oversight of the region, including the successful transition to a fully Bristow-operated U.K. SAR service. Old Bristow filed for Chapter 11 bankruptcy protection in May 2019 in order to reorganize. Old Bristow successfully emerged from bankruptcy in October 2019. Prior to joining Old Bristow in August 2014, Mr. Corbett worked since 1985 in a number of management positions with Baker Hughes Incorporated, including vice president positions in the Middle East, Asia Pacific and Africa, most recently serving as Vice President, Sub Sahara Africa from 2011 to 2014.

Crystal L. Gordon has served as our Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary since June 2020. In this role, Ms. Gordon is responsible for legal, compliance, collective bargaining agreements, government relations and contract review and management. Previously, she served as Senior Vice President, General Counsel & Chief Administrative Officer of Era when she joined in January 2019. From 2011 through 2018, Ms. Gordon served as the Executive Vice President, General Counsel and Corporate Secretary of Air Methods Corporation, an emergency air medical company operating over 400 aircraft throughout the U.S. Prior to her appointment at Air Methods Corporation, Ms. Gordon worked in private practice as a corporate and securities lawyer with Davis, Graham and Stubbs LLP, in Denver, Colorado. Ms. Gordon served in several compliance roles in the financial services industry prior to attending law school. She attended the University of Denver for law school and received a bachelor’s degree in biology from Santa Clara University.

Jennifer D. Whalen has served as our Senior Vice President, Chief Financial Officer since June 2020. In this role, Ms. Whalen is responsible for company accounting, financial reporting, investor relations, strategy and M&A, tax, information technology (IT) and other financial aspects of the Company. Previously, she served as the Senior Vice President, Chief Financial Officer of Era since February 2018. Ms. Whalen served as Era’s Vice President and Chief Accounting Officer from August 2013 until her appointment as Vice President, Acting Chief Financial Officer in June 2017. Ms. Whalen joined Era as Controller in April 2012. From August 2007 to March 2012, she served in several capacities at nLIGHT Photonics Corporation, a supplier of high-performance lasers, including as Director of Accounting. Prior to these roles, she served as the Manager of Accounting at InFocus Corporation for over two years. After serving in the U.S. military, Ms. Whalen started her career in public accounting in the assurance practice group at PricewaterhouseCoopers for approximately five years. She received a B.S. in Accounting from Alabama A&M University and a master’s degree in Accounting from the University of Southern California.


Bristow Group Inc.			27			2021 Proxy Statement


SECURITIES OWNERSHIP						1

SECURITIES OWNERSHIP ~~OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERS~~

Holdings of Certain Beneficial Owners

The following table ~~provides~~shows certain information with respect to ~~the~~ beneficial ownership of ~~the~~our Common Stock ~~as of April 18, 2019 by:~~

~~each director of the Company;~~

~~each executive officer named in the summary compensation table;~~

~~all of the Company’s current directors and executive officers as a group; and~~

~~each of the Company’s stockholders who are~~held by any person known by us to be the beneficial owner of more than ~~5% of the Company’s outstanding shares of Common Stock.~~

As of April 18, 2019, there were 22,220,676 shares of the Common Stock outstanding. The amounts and percentages of Common Stock beneficially owned are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial ownerfive percent of any ~~securities~~class of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities. Except as otherwise noted in the footnotes below, each person or entity identified in the table has soleour voting ~~and investment power with respect to the securities they hold.~~securities:

Name Beneficial Ownership Percentage of Class
Directors and Named Executive Officers:
Charles Fabrikant⁽¹⁾
670,223
2.99 %
Christopher Bradshaw⁽²⁾
541,877
2.42 %
Stuart Stavley⁽³⁾
163,036
*
Jennifer Whalen⁽⁴⁾
113,122
*
Steven Webster⁽⁵⁾
113,022
*
Paul White⁽⁶⁾
89,794
*
Blaine Fogg⁽⁷⁾
71,668
*
Grant Newman⁽⁸⁾
52,659
*
Ann Fairbanks⁽⁹⁾
37,156
*
Christopher Papouras⁽¹⁰⁾
35,517
*
Yueping Sun⁽¹¹⁾
35,281
*
All current directors and executive officers as a group (12 individuals)⁽¹²⁾
1,993,255
8.88 %
Principal Stockholders:
BlackRock, Inc.⁽¹³⁾
55 East 52nd Street
New York, NY 10055
3,027,243
13.90 %
Wellington Management Company LLP⁽¹⁴⁾
280 Congress Street
Boston, MA 02110
2,149,469
9.88 %
Richard Mashaal⁽¹⁵⁾
Senvest Management, LLC
540 Madison Avenue, 32ND Floor
New York, New York 10022
1,938,358
8.91 %
Dimensional Fund Advisors LP⁽¹⁶⁾
Building One
6300 Bee Cave Road
Austin, TX 78746
1,774,610
8.16 %
Royce & Associates, LP⁽¹⁷⁾
745 Fifth Avenue
New York, NY 10151
1,577,167
7.25 %
Van Den Berg Management I, Inc.⁽¹⁸⁾
805 Las Cimas Parkway
Suite 430
Austin, TX 78746
1,504,215
6.91 %
The Vanguard Group⁽¹⁹⁾
100 Vanguard Blvd.
Malvern, PA 19355
1,288,621
5.92 %

~~_____________________~~


*Name and Address of Beneficial Owner			~~Individually less than 1.00%.~~

Amount Beneficially Owned
~~(1)~~	~~Includes: (i) 229,525 shares~~ Percent of Common Stock owned directly; (ii) 323,529 shares owned by Fabrikant International Corporation, of which Mr. Fabrikant is President, (iii) 60,000 shares held by the Charles Fabrikant 2012 GST Exempt Trust, of which Mrs. Fabrikant is a trustee, (iv) 37,821 shares held by the Charles Fabrikant 2009 Family Trust, of which Mr. Fabrikant is a trustee, (v) 12,000 shares owned by the Sara J. Fabrikant 2012 GST Exempt Trust, of which Mr. Fabrikant is a trustee, (vi) 800 shares owned by the Harlan Saroken 2009 Family Trust, of which Mrs. Fabrikant is a trustee, (vii) 800 shares owned by the Eric Fabrikant 2009 Family Trust, of which Mrs. Fabrikant is a trustee and (viii) 5,748 shares of restricted stock over which Mr. Fabrikant exercises sole voting power.Class(1)


~~(2)~~	~~Includes 206,693 shares of restricted stock over which Mr. Bradshaw exercises sole voting power and options to purchase 100,000 shares of Common Stock that have vested.~~


~~(3)~~	~~Includes 54,179 shares of restricted stock over which Mr. Stavley exercises sole voting power and options to purchase 15,000 shares of Common Stock that have vested.~~


~~(4)~~	~~Includes 71,130 shares of restricted stock over which Ms. Whalen exercises sole voting power.~~


~~(5)~~	~~Includes 5,748 shares of restricted stock over which Mr. Webster exercises sole voting power and options to purchase 53,536 shares of Common Stock that have vested.~~


~~(6)~~	~~Includes 54,179 shares of restricted stock over which Mr. White exercises sole voting power and options to purchase 15,000 shares of Common Stock that have vested.~~


~~(7)~~	~~Includes 5,748 shares of restricted stock over which Mr. Fogg exercises sole voting power and options to purchase 33,460 shares of Common Stock that have vested.~~


~~(8)~~	~~Includes 50,159 shares of restricted stock over which Mr. Newman exercises sole voting power.~~


~~(9)~~	~~Includes 5,748 shares of restricted stock over which Mrs. Fairbanks exercises sole voting power.~~


~~(10)~~	~~Includes 5,748 shares of restricted stock over which Mr. Papouras exercises sole voting power.~~


~~(11)~~	~~Includes 5,748 shares of restricted stock over which Ms. Sun exercises sole voting power.~~

~~(12)~~

Includes Mmes. Fairbanks, Sun,Whalen (who was appointed Senior Vice President and Chief Financial Officer effective February 21, 2018) and Gordon (who was appointed Senior Vice President, General Counsel and Chief Administrative Officer effective January 1, 2019), and Messrs. Fabrikant, Bradshaw, Stavley, White, Fogg, Papouras, Webster and Newman (who was appointed Senior Vice President, Strategy & Corporate Development effective September 4, 2018). The address for each such individual is c/o Era Group Inc., 818 Town & Country Blvd., Suite 200, Houston, Texas 77024.

~~(13)~~

According to a Schedule 13G amendment filed on January 28, 2019 by BlackRock Inc. (“BlackRock”), BlackRock has sole voting power with respect to 2,995,173 shares of Common Stock and sole dispositive power with respect to 3,027,243 shares of Common Stock. BlackRock serves as a parent holding company, and, for purposes of the reporting requirements of the Exchange Act, may be deemed to beneficially own 3,027,243 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.

~~(14)~~

According to a Schedule 13G amendment filed on February 12, 2019 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investments Advisors Holdings LLP and Wellington Management Company LLC (collectively, “Wellington”), Wellington has shared voting power with respect to 1,653,103 shares of Common Stock and shared dispositive power with respect to 2,149,469 shares of Common Stock. Wellington serves as an investment advisor and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 2,149,469 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.

~~(15)~~

According to a Schedule 13G amendment filed on February 8, 2019 by Senvest Management, LLC ("Senvest") and Richard Mashaal, each has shared voting and dispositive power with respect to 1,938,358 shares of Common Stock. The reported shares are held by Senvest Master Fund, L.P. and Senvest Global (KY), LP (collectively, the “Investment Vehicles”). Senvest is an investment manager of the Investment Vehicles and Richard Mashaal is managing member of Senvest. For purposes of the reporting requirements of the Exchange Act, Senvest and Richard Mashaal, in his capacities with Senvest, may be deemed to beneficially own 1,938,358 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.

~~(16)~~

According to a Schedule 13G amendment filed on February 8, 2019 by Dimensional Fund Advisors LP (“Dimensional”), Dimensional has sole voting power with respect to 1,689,201 shares of Common Stock and sole dispositive power with respect to 1,774,610 shares of Common Stock. Dimensional furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of Dimensional may act as advisor or sub-advisor to certain Funds. In its role as investment advisor, sub-advisor and/or manager, neither Dimensional nor its subsidiaries possess voting and/or investment power over the shares of Common Stock owned by the Funds or may be deemed to be the beneficial owner of the shares of Common Stock. However, all of the Common Stock reported herein is owned by the Funds and Dimensional disclaims beneficial ownership of all such securities. Various Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities held in their respective accounts. No one such Fund’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.

~~(17)~~

According to a Schedule 13G amendment filed on January 14, 2019 by Royce & Associates, LP ("Royce"), Royce has sole voting power and dispositive power over 1,577,167 shares of Common Stock. Royce is an investment adviser, and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 1,577,167 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.

~~(18)~~

According to a Schedule 13G amendment filed on February 14, 2019 by Van Den Berg Management I, Inc. ("Van Den Berg"), Van Den Berg has sole voting power and dispositive power over 1,504,215 shares of Common Stock. Van Den Berg is an investment adviser, and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 1,504,215 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.

~~(19)~~

According to a Schedule 13G amendment filed on February 11, 2019 by The Vanguard Group ("Vanguard"), Vanguard has sole voting power with respect to 17,439 shares of Common Stock and dispositive power with respect to 1,288,621shares of Common Stock. Vanguard is an investment adviser, and for purposes of the reporting requirements of the Exchange Act may be deemed to beneficially own 1,288,621 shares of Common Stock. Various persons have the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. No one person’s interest in such shares of Common Stock is more than 5% of the total Common Stock outstanding.

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

Section 16(a) of the Exchange Act requires that each director and executive officer of the Company and each person owning more than ten percent (10%) of the Common Stock report his or her initial ownership of Common Stock and any subsequent changes in that ownership to the SEC. The Company is required to disclose in this Proxy Statement any failure to file, or late filings, of such reports with respect to the most recent fiscal year.

Based solely upon a review of copies of such forms furnished to the Company, the Company believes that during 2018, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% stockholders were in compliance with Section 16(a).

~~EQUITY COMPENSATION PLAN INFORMATION~~

In 2013, the Company adopted the 2012 Share Incentive Plan (“2012 Share Incentive Plan”) and the Employee Stock Purchase Plan (“ESPP”). The following table sets forth information as of December 31, 2018 regarding shares of Common Stock to be issued upon exercise of the weighted-average exercise price of all outstanding options, warrants and rights granted under the 2012 Share Incentive Plan as well as the number of shares available for issuance under the 2012 Share Incentive Plan and the ESPP.

Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in first Column)
Equity compensation plans approved by security holders⁽¹⁾
203,612 $ 19.62

2,457,759⁽²⁾

Equity compensation plans not approved by security holders

—
—
—
Total 203,612
—
2,457,759


~~(1)~~	~~Consists of the 2012 Share Incentive Plan and the ESPP.~~

~~(2)~~

As of December 31, 2018, the plans with securities remaining available for future issuance consisted of the 2012 Share Incentive Plan and the ESPP. As of December 31, 2018, 2,235,379 shares of Common Stock remained available for issuance under the 2012 Share Incentive Plan with respect to awards (other than outstanding awards) and could be issued in the form of stock options, stock appreciation rights, stock awards and stock units, and 222,380 shares of Common Stock remained available for issuance under the ESPP.

~~COMPENSATION OF DIRECTORS~~

Pursuant to the Company’s director compensation package for members of the Board who are not employees of the Company, the Company’s directors are entitled to an annual cash retainer of $60,000 and are also entitled to additional cash compensation of $2,000 for each meeting of the Board or its committees attended in person or by video conference and $1,000 for each such meeting attended telephonically. In addition, the Company’s non-executive Chairman is entitled to an additional annual cash retainer of $160,000, and the chairpersons of each of the Audit Committee, Compensation Committee and Nominating and Governance Committee are entitled to additional annual cash retainers of $20,000, $15,000 and $10,000, respectively. The Company has not increased the level of director compensation since 2013.

Directors are also eligible to receive equity awards under the Company’s 2012 Share Incentive Plan. Historically, annual equity awards to non-employee directors have been in the form of restricted stock awards that vest on the first anniversary of the grant date. The annual grants are generally expected to have a grant date fair value of $60,000 (5,748 shares of restricted stock for the grant made in March 2019).

In addition, upon election to the Board, non-employee directors will generally receive an initial award of 4,000 shares of restricted stock that will also vest in equal installments over four years. If a non-employee director’s service as a director of the Company terminates upon death, disability or change in control of the Company, any unvested restricted stock awards will become fully vested. If a non-employee director’s service as a director of the Company terminates for any other reason, the unvested restricted stock awards will be forfeited.

~~NON-EMPLOYEE DIRECTOR COMPENSATION TABLE~~

~~The following table shows the compensation of the Company’s non-employee directors for the year ended December 31, 2018.~~

Name Fees Earned or Paid in Cash
Stock Awards⁽¹⁾
Total
Charles Fabrikant $ 228,000
$ 60,000
$ 288,000
Ann Fairbanks⁽²⁾⁽³⁾
76,000
60,000
136,000
Blaine Fogg⁽²⁾⁽⁴⁾
89,000
60,000
149,000
Christopher Papouras⁽³⁾⁽⁴⁾
100,000
60,000
160,000
Yueping Sun⁽²⁾⁽⁴⁾
74,000
60,000
134,000
Steven Webster⁽³⁾⁽⁴⁾
86,000
60,000
146,000

~~______________________~~


~~(1)~~	Represents the aggregate grant date fair value of stock awards granted in 2018 as computed in accordance with FASB ASC Topic 718. A discussion of the policies and assumptions used in the calculation of grant date value are set forth in Note 12 of the Notes to the Consolidated Financial Statements in Item 8 of the Company's Annual Report on Form 10-K filed with the SEC on March 8, 2019.


~~(2)~~	~~Member of the Nominating and Corporate Governance Committee.~~


~~(3)~~	~~Member of the Audit Committee.~~


~~(4)~~	~~Member of the Compensation Committee.~~

~~The following table shows the outstanding shares of restricted stock held by each non-employee director as of December 31, 2018.~~



~~Non-employee Director~~ South Dakota Investment Council 4009 West 49th Street, Suite 300 Sioux Falls, South Dakota 57106		6,674,073(2)		~~Outstanding Shares of Restricted Stock~~22.5	%
~~Charles Fabrikant~~ Solus Alternative Asset Management LP 25 Maple Street, 2nd Floor Summit, New Jersey 07901		4,483,657(3)		~~6,212~~15.1	%
~~Ann Fairbanks~~ BlackRock, Inc. 55 East 52nd Street New York, New York 10055		2,975,197(4)		~~6,212~~10.0	%
~~Blaine Fogg~~ Empyrean Capital Overseas Master Fund, Ltd. 10250 Constellation Boulevard, Suite 2950 Los Angeles, California 90067		1,977,944(5)		~~6,212~~6.7	%
~~Christopher Papouras~~ The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, Pennsylvania 19355		1,566,255(6)		~~6,212~~5.3
~~Yueping Sun~~%			~~6,212~~
~~Steven Webster~~	~~6,212~~

~~Based on the closing price of a share~~(1)Percentage of the ~~Company’s~~29,694,071 shares of Common Stock of ~~$8.74 on December 31, 2018, the fair market value of each non-employee director’s outstanding shares of restricted stock as of the last day of the fiscal year was $54,293.~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~This discussion sets forth the compensation of the following Named Executive Officers (“NEOs”) of the Company:~~

~~Christopher Bradshaw, President and Chief Executive Officer~~

~~Jennifer Whalen, Senior Vice President and Chief Financial Officer~~

~~Stuart Stavley, Senior Vice President, Operations and Fleet Management~~

~~Paul White, Senior Vice President, Commercial~~

~~Grant Newman, Senior Vice President, Strategy and Corporate Development~~

~~Mr. Newman was appointed to the position of Senior Vice President, Strategy and Corporate Development on September 4, 2018. Effective January 1, 2019,~~ the Company ~~appointed Ms. Crystal Gordon to the position of Senior Vice President, General Counsel and Chief Administrative Officer.~~

~~Business Highlights~~

Despite the challenging environment for the offshore oil and gas industry generally in 2018, the Company had a successful year, achieving its financial and operational goals. Highlights during 2018 include:

~~The Company achieved its dual goals of zero air accidents and zero recordable workplace injuries, extending the number of consecutive days without a recordable workplace injury to 555~~outstanding as of March 31, ~~2019;~~2021.

As(2)According to a Schedule 13D filed June 22, 2020 with the Securities and Exchange Commission, South Dakota Investment Council has shared voting and dispositive power with respect to all of ~~December 31, 2018,~~such shares. Reflects shares of Common Stock directly held by South Dakota Retirement System (“SDRS”), for which South Dakota Investment Council is the investment manager. Matthew L. Clark, in his position as the State Investment Officer, has voting and investment power over the SDRS assets and has voting and investment power over the shares.

(3)According to Amendment 2 to its Schedule 13D filed November 17, 2020 with the Securities and Exchange Commission, as modified by Form 4 filed on November 20, 2020, Solus Alternative Asset Management LP (“Solus”), Solus GP LLC (“Solus GP”), in its capacity as general partner of Solus, and Christopher Pucillo, in his capacity as managing member of Solus GP, may be deemed to have shared voting and dispositive power with respect to all of such shares. However, these reporting persons expressly disclaim beneficial ownership and membership in a group in these securities and did so in such filings.

(4)According to a Schedule 13G filed on April 12, 2021 with the Securities and Exchange Commission, BlackRock, Inc. has sole voting power with respect to 2,957,505 of such shares and sole dispositive power with respect to all of such shares. The Schedule 13G states that iShares Core S&P Small-Cap ETF has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock, and such person’s interest in such shares of Common Stock is more than 5% of the total outstanding shares of Common Stock of the Company.

(5)According to Amendment 1 to its Schedule 13G filed on February 11, 2021 with the Securities and Exchange Commission, Empyrean Capital Overseas Master Fund, Ltd. (“ECOMF”), Empyrean Capital Partners, LP (“ECP”), in its capacity as investment manager of ECOMF, and Mr. Amos Meron, in his capacity as the managing member of Empyrean Capital, LLC, the general partner of ECP, each have shared voting and dispositive power with respect to all of such shares.

(6)According to Amendment 2 to its Schedule 13G filed on February 10, 2021 with the Securities and Exchange Commission (the “Amended Schedule 13G”), The Vanguard Group, Inc. (“Vanguard”) has shared voting power with respect to 7,106 of such shares, sole dispositive power with respect to 1,546,364 of such shares and shared dispositive power with respect to 19,891 of such shares. The Amended Schedule 13G indicates that Vanguard Asset Management, Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments Australia Ltd, Vanguard Investments Canada Inc., Vanguard Investments Hong Kong Limited and Vanguard Investments UK, Limited, each a wholly-owned subsidiary of Vanguard, are the beneficial owners of the securities and that no such entity beneficially owns more than 5% of the Common Stock.


Bristow Group Inc.			28			2021 Proxy Statement


SECURITIES OWNERSHIP						1

Holdings of Directors, Nominees and Executive Officers

The following table shows how many shares (i) each of our directors, (ii) each of our Named Executive Officers included in the Summary Compensation Table on page 55 of this Proxy Statement and (iii) all of our directors and executive officers as a group beneficially owned as of the close of business on June 7, 2021:


Name(1)	Shares Directly and Indirectly Owned as of June 7, 2021(2)	Options Exercisable on or prior to August 6, 2021	Total Shares Beneficially Owned	Percent of Class(3)

Christopher S. Bradshaw	168,490	33,333	201,823	*
Lorin L. Brass	2,679	1,626	4,305	*
Alan Corbett	10,001	6,667	16,668	*
Charles Fabrikant(4)	226,103	—	226,103	*
Crystal L. Gordon	33,364	—	33,364	*
Wesley E. Kern	2,679	1,626	4,305	*
Robert J. Manzo	2,679	1,626	4,305	*
G. Mark Mickelson	26,502	4,555	31,057	*
General Maryanne Miller, Ret.	—	—	—	*
Christopher Pucillo(5)	—	—	4,483,657	15.1%
David F. Stepanek	19,200	—	19,200	*
Brian D. Truelove	2,679	1,626	4,305	*
Jennifer D. Whalen	43,010	—	43,010	*
Paul T. White(6)	30,401	5,000	35,401	*
All directors and executive officers as a group (13 persons)(7)	567,787	56,059	5,107,503	17.2%

*Represents less than 1%.

(1)The business address of each director and executive officer is 3151 Briarpark Drive, Suite 700, Houston, Texas 77042.

(2)Excludes unvested restricted stock over which the holders do not have voting or dispositive powers.

(3)Percentages of our Common Stock outstanding as of June 7, 2021, adjusted for each Named Executive Officer, executive officer and director to include such Named Executive Officer’s, executive officer’s and director’s total shares beneficially owned as of such date.

(4)Includes: (i) 81,119 shares of our Common Stock owned directly; (ii) 107,843 shares of our Common Stock owned by Fabrikant International Corporation, of which Mr. Fabrikant is President; (iii) 20,000 shares of our Common Stock held by the Charles Fabrikant 2012 GST Exempt Trust, of which Mrs. Fabrikant is a trustee; (iv) 12,607 shares of our Common Stock held by the Charles Fabrikant 2009 Family Trust, of which Mr. Fabrikant is a trustee; (v) 4,000 shares of our Common Stock owned by the Sara Fabrikant 2012 GST Exempt Trust, of which Mr. Fabrikant is a trustee; (vi) 267 shares of our Common Stock owned by the Harlan Saroken 2009 Family Trust, of which Mrs. Fabrikant is a trustee; and (vii) 267 shares of our Common Stock owned by the Eric Fabrikant 2009 Family Trust, of which Mrs. Fabrikant is a trustee. Mr. Fabrikant disclaims beneficial ownership of 132,377 of his indirect shares, except to the extent of his pecuniary interest therein.

(5)Because of his position as the managing member of Solus GP LLC, the general partner of Solus Alternative Asset Management LP (“Solus”), Mr. Pucillo may be deemed indirect beneficial owner of the 4,483,657 shares of Common Stock held directly or indirectly by certain funds and accounts managed by Solus and/or affiliates thereof (see “Securities Ownership — Holdings of Certain Beneficial Owners”), except to the extent of his pecuniary interest therein. Pursuant to applicable reporting requirements, Mr. Pucillo is reporting indirect beneficial ownership of the entire amount of our shares of Common Stock managed by Solus but he disclaims beneficial ownership of such shares.

(6)Beneficial ownership information for the Company’s former executive officer, Mr. White, is as of June 11, 2020, the most recent date for which information is available. Mr. White departed the Company ~~strengthened its balance sheet~~on June 11, 2020.

(7)Includes Messrs. Bradshaw, Brass, Corbett, Fabrikant, Kern, Manzo, Mickelson, Pucillo, Stepanek and Truelove, General Miller, Ret. and Mses. Gordon and Whalen.


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COMPENSATION DISCUSSION AND ANALYSIS						1

COMPENSATION DISCUSSION

AND ANALYSIS

Table of Contents


Executive Overview			31
Factors Considered in Determining Executive Compensation			37
Analysis of Executive Officer Compensation			38
Executive Compensation Program Governance			52

This Compensation Discussion and Analysis (“CD&A”) describes our fiscal year 2021 executive compensation program for the following executive officers who served in the positions set forth below during fiscal year 2021 (collectively, the “Named Executive Officers” or “NEOs”):

Our Named Executive Officers


Name			Title

Christopher S. Bradshaw			President and Chief Executive Officer
David F. Stepanek			Executive Vice President, Sales and Chief Transformation Officer
Alan Corbett			Senior Vice President, Europe, Africa, Middle East, Asia and Australia and Search and Rescue
Crystal L. Gordon			Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary
Jennifer D. Whalen			Senior Vice President, Chief Financial Officer
Paul T. White			Former Senior Vice President, Commercial

You should read this section of the Proxy Statement in conjunction with ~~approximately $175 million~~the advisory vote that we are conducting on the compensation of our Named Executive Officers (see “Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation” on page 66 of this Proxy Statement), as it contains information that is relevant to your voting decision.


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COMPENSATION DISCUSSION AND ANALYSIS						1

Executive Overview

On June 11, 2020, we closed the Merger, forming a larger, more diverse and financially stronger global leader in vertical flight solutions. As a result of the Merger, the newly appointed members of the Compensation Committee (the “Committee”) and the Board had the opportunity to evaluate and develop a new compensation philosophy and design for the combined company. The new compensation philosophy and design described in the CD&A is an outcome of the evaluation process undertaken by the Committee following the Merger.

The Committee believes that there must be a meaningful link between the compensation paid to our Named Executive Officers and our goal of long-term value creation for our stockholders. This core philosophy is embedded in the following principles that guide all aspects of our executive compensation program:


Emphasis on Pay for Performance			A substantial portion of compensation should be variable, contingent and directly linked to Company and individual performance.
Attract, Retain and Motivate Talented and Experienced Executives			Total direct compensation should be competitive to attract the best talent to the Company, motivate executives to perform at their highest levels, reward individual contributions that improve the Company’s ability to deliver outstanding performance, and retain those executives with the leadership abilities and skills necessary for building long-term stockholder value.
Balance and Responsibility			The program should balance incentives for delivering outstanding long-term sustainable performance against the potential to encourage inappropriate risk-taking. Compensation should consider each executive’s responsibility to act at all times in accordance with our Code of Business Integrity and Supplemental Code of Ethics.
Stockholder Alignment			The financial interests of executives should be aligned with the long-term interests of our stockholders through stock-based compensation and performance metrics that correlate with long-term stockholder value.

Enhancements to the Executive Compensation Program

In designing the new executive compensation program for the combined company, the following enhancements were made to better align with pay for performance and stockholder interests:

•Modification of the long-term incentive program to introduce performance-based stock units and, for fiscal year 2021, stock options. The long-term incentives awarded under the Era executive compensation program historically consisted of only time-based restricted stock units;

•The fiscal year 2021 long-term incentive program for the Named Executive Officers was focused on alignment with stockholders through the award of stock options and performance-based stock units tied to stock appreciation over a 3-year performance period. The Committee does not intend for stock appreciation to be the exclusive performance metric for the long-term incentive compensation program; however, given the timing of the Merger and the desire to recognize improved financial performance, the Committee believed this was the most appropriate performance metric to align with stockholders at that time. Beginning in fiscal year 2022, the long-term incentive program will include 50% time-based restricted stock units and 50% performance-based stock units tied to achievement of both an absolute financial metric and relative total ~~available liquidity, including over~~stockholder return;

•Increased the weighting of the financial metric in the short-term annual incentive program for fiscal year 2021 (“FY21 STIP”) from 40% at Era to 50%; and

•Established a minimum financial metric Threshold that must be achieved prior to the payment of any amounts under the individual strategic goals portion of the FY21 STIP. Payment of any amounts for the individual strategic


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COMPENSATION DISCUSSION AND ANALYSIS						1

goals portion of the FY21 STIP were funded only if the Company achieved 92% of the Threshold performance level for Adjusted EBITDA.

Recent Business Accomplishments

Several of our noteworthy accomplishments during fiscal year 2021 were as follows:

•In a challenging environment, we closed the Merger on June 11, 2020, forming a larger, more diverse and financially stronger global leader in vertical flight solutions.

•Our continued commitment to our Target Zero safety culture resulted in zero air accidents, a 75% reduction in severe injury events, and a 57% year-over-year reduction in lost work days.

•We realized meaningful value enhancement from achievement of cost synergies, identifying at least $50 million of ~~cash~~annualized cost savings, with projects representing $30 million of annualized run-rate synergies completed as of March 31, 2021.

•We successfully closed a $400 million private offering of senior secured notes on ~~hand. With a strong~~February 25, 2021, strengthening our balance sheet and ~~limited debt maturities prior~~enhancing our strategic and operational flexibility.

•We generated substantial Adjusted Free Cash Flow of $185 million following the Merger. See Appendix A to ~~2022, manageable fixed charge obligations~~this Proxy Statement for reconciliation of Adjusted Free Cash Flow.

•In response to the COVID-19 pandemic, we protected our employees, customers, and communities through a number of actions, including the implementation of flexible ~~order book, the Company possesses industry leading financial flexibility;~~work schedules, incremental paid time off for employees experiencing symptoms and

~~The Company generated positive net cash flows from operating~~ augmenting safety operational procedures to prevent workplace and ~~investing activities of $77 million in 2018. The Company is well positioned to create value for stockholders because of its strong balance sheet and positive cash flow generation.~~passenger exposure.

~~For further information about~~•We also engaged in a number of key projects to support our ~~2018 achievements,~~ ~~see~~ ~~Section titled “Annual Cash Bonus Plan”~~strategic priorities, as discussed in more detail under “Individual Compensation Decisions”.

Managing through the COVID-19 Pandemic

~~Compensation Highlights~~

~~The Compensation Committee took several actions with respect~~In fiscal year 2021, we demonstrated resilience in an extremely challenging environment due to the ~~Company’s 2018 compensation programs, including~~COVID-19 pandemic and the ~~following:~~

~~Increased NEOs’ annual base salaries~~collapse in oil and gas prices and ensuing market volatility. As a result of the timing of the Merger closing and the change to ~~more closely align~~our fiscal year end from December 31 to March 31, the Committee and the Board had good visibility on how COVID-19 was impacting our operations. In an effort to ensure that executive pay remained aligned with the ~~Company’s Peer Companies.~~

~~Approved~~experience of our stockholders during the ~~2018 annual cash bonus plan with challenging financial, safety~~COVID-19 pandemic, the Committee and ~~individual performance metrics; and~~

~~Maintained~~ the ~~same level of director compensation since 2013.~~

~~Compensation Philosophy and Design~~

~~Our compensation philosophy is guided by~~Board implemented the following ~~principles:~~

~~Attract and Retain: Attract and retain talented, high-performing executives to achieve~~actions when developing the ~~Company’s mission and strategic goals in consideration of competitive market practices.~~

~~Reward for Performance: Reward NEOs for achieving both short-term and long-term objectives, including strategic, operational and stock-price driven goals.~~

~~Align Management with Stockholders: Incentivize NEOs to create long-term value by aligning management’s and stockholders’ interests through equity compensation awards.~~

The Compensation Committee does not set targets for the mix of compensation among the various elements of pay when determining compensation. The mix of value attributable to each of the elements of compensation is generally driven by the Company’s desire to emphasize variable and at risk compensation, such as cash bonus and long-term incentives, over fixed compensation. The Compensation Committee believes this approach to compensation pay mix supports its culture and aligns NEOs’ interest with the interest of stockholders.

Individual performance has a significant impact on determining compensation opportunities, other than for certain benefits that are provided to all of our employees. Each NEO’s annual performance is evaluated based on a review of his or her individual contributions to the business results both for the year and the long-term impact of the individual’s behavior and decisions.

We believe that our balanced mix of compensation is the best design to promote the Company’s compensation philosophy. Each compensation element is intended to support one or more of our compensation philosophy principles. Below is a summary of the core elements of our NEOs’ compensation for the 2018 fiscal year ~~each of which is reviewed annually:~~2021 executive compensation program:


ü			Set a minimum share price target in connection with fiscal year 2021 equity awards to avoid excessive dilution given market volatility;
ü			Eliminated a stretch performance level for the financial metric (i.e., Adjusted EBITDA) included in the FY21 STIP, given that the financial targets were established based upon a revised financial forecast that incorporated the impact of COVID-19 on the business; and
ü			Established a minimum Adjusted EBITDA Threshold that must be achieved prior to the payment of any amounts earned for individual strategic goals in fiscal year 2021. Payment of any amounts for the individual strategic goals portion of the FY21 STIP were funded only if the Company achieved 92% of the Threshold performance level for Adjusted EBITDA.


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COMPENSATION DISCUSSION AND ANALYSIS						1

Selected Financial Performance Results

Below are several key financial highlights for fiscal year 2021(1).

~~Element~~

~~Objectives and Principles~~

~~Relation to Performance~~

~~2018 Actions/Results~~

~~Base Salary:~~Available Liquidity~~Fixed annual cash; paid on a semi-monthly basis~~(2)

ŸNet Debt~~Provide~~(2)

Adjusted Free Cash Flow

for the 9-month Period

Following the Merger(3)

Pro Forma LTM

Adjusted EBITDA(4)

$284 million

$346 million

$185 million

$181 million

Realization of Synergies in Connection with the Merger

G&A Savings

Fleet Cost Savings

Other OpEx Savings

+$50 Million Annual
Run-Rate Savings

Returning Value to Stockholders - Opportunistic repurchases of 448,252 shares of Common Stock during fiscal year 2021 for gross consideration of $10 million.

(1)Amounts shown as of March 31, 2021.

(2)Comprised of $228.0 million in unrestricted cash balances and $56.1 million of remaining availability under ABL Facility (see Appendix A for reconciliation).

(3)See Appendix A to this Proxy Statement for reconciliation of Adjusted Free Cash Flow.

(4)See Appendix A to this Proxy Statement for reconciliation of Pro Forma LTM Adjusted EBITDA.

Elements of Target Total Direct Compensation for Fiscal Year 2021

We have three primary elements of compensation: base salary, annual short-term incentives and long-term incentives.

Base Salary

Annual Short-Term Incentive (STI)

Cash Award

Long-Term Incentive (LTI)

Performance-based Stock Units

and Non-Qualified Stock Options

Provides a ~~baseline~~competitive level of fixed compensation, which is based upon individual factors such as scope of responsibility, experience, and strategic impact

Variable cash compensation ~~for services provided during year.~~

Ÿ~~Reflect job responsibilities, individual contributions, experience and peer company data.~~

Executive salaries determined annually by Compensation Committee in consideration of retention efforts, individual experience and performance, financial position of the Company, the Company’s performance relative to its peers and general market conditions.

~~Executive base salaries were increased by 5%.~~

~~Annual Cash Bonus~~: ~~Cash-based bonus based on achievement of short-term performance goals~~

component aligned with near-term objectives, while also supporting our long-term strategic plan

Ÿ•~~Motivate and reward executive officers’ contributions to achieve short-term~~Variable equity-based compensation component emphasizing long-term Company performance ~~goals.~~

Ÿ~~Payment is not guaranteed, and levels vary according to individual and Company performance.~~

~~Annual bonuses reflect individual performance and the Company’s financial and safety performance.~~

~~The Company achieved its stretch safety performance of zero air accidents and zero workplace injuries. The Company exceeded its baseline financial metric, as further outlined below.~~

~~Long-term Incentive Equity~~: ~~Value-based award of restricted stock with a three-year vesting period~~

Ÿ•Aligns ~~executives’~~executive officer interests with ~~those of the Company’s stockholders and drives long-term value creation.~~
our stockholders’

Ÿ~~Reward for increase in stock-price performance since the value realized by the NEO upon vesting of restricted stock is directly tied to stock price.~~
Ÿ~~Attract, retain and motivate.~~

~~The Compensation Committee considers several factors, including individual’s role and responsibilities when determining grant date fair value of equity awards.~~

The Compensation Committee approved an annual equity award for each executive employed at the beginning of 2018. In addition, Ms. Whalen received a one-time grant in connection with her appointment as CFO. Upon joining the Company on September 4, 2018, Mr. Newman received a one-time new hire grant. Each grant vests over a three-year period, subject to continued employment.

~~Employee Stock Purchase Plan (ESPP)~~: ~~Eligibility to participate in ESPP.~~

~~Encourage employee savings, stock ownership and align interests with stockholders.~~

~~Not directly related to performance. Reflects competitive pay practice.~~

~~No significant actions in 2018.~~

~~Health~~Benefits and ~~Welfare Benefits~~: ~~Eligibility to participate in health and welfare~~Perquisites

~~Provide health and welfare~~

NEOs are generally not eligible for any additional benefits ~~to executives.~~

~~Not directly related to performance. Reflects competitive pay practice.~~

~~Health and welfare benefits including medical, dental, vision and disability coverage~~or perquisites beyond what is provided to ~~all employees. No significant actions in 2018.~~the general employee population

~~Role of Peer Companies~~


Bristow Group Inc.			33			2021 Proxy Statement

The Company’s peer companies (“Peer Companies”), which are periodically reviewed and updated by the Compensation Committee as necessary, consist of other public helicopter service companies and oilfield services companies against whom we compete for executive talent. The Peer Companies reviewed to determine executive compensation in 2018 included:


COMPENSATION DISCUSSION AND ANALYSIS						1

A substantial portion of compensation for our CEO and other Named Executive Officers is dependent upon performance. Set forth below is the target direct compensation mix which is comprised of base salary, target annual cash incentive award opportunity, and the grant date fair value of long-term incentive awards.



Base Salary ($)	Annual STI ($)	LTI ($)	Total ($)
720,000	1,080,000	2,520,000	4,320,000
X	X	X	X
400,000	320,000	800,000	1,520,000
X	X	X	X
413,542	310,157	620,314	1,344,013
X	X	X	X
380,000	380,000	570,000	1,330,000
X	X	X	X
380,000	285,000	570,000	1,235,000
X X X	X X X	X X X	X X X

How We Align Pay with Performance

As shown above, a substantial portion of the compensation for the Named Executive Officers is variable or at risk, with 83% of our Chief Executive Officer’s target compensation at risk and an average of 71% of the other Named Executive Officer’s target direct compensation at risk.

In fiscal year 2021, the Committee relied on the following performance metrics: (i) stock price performance, (ii) Adjusted EBITDA (50% weighting in the FY21 STIP), (iii) safety (25% weighting in the FY21 STIP), and (iv) individual strategic goals (25% weighting in the FY21 STIP).

Commencing in fiscal year 2022, the Committee will utilize relative total stockholder return (“RTSR”) and cash return on invested capital (“Cash ROIC”) as performance metrics in the long-term incentive portion of the executive compensation program. Each metric will have a 25% weighting and be settled in shares at the end of the three-year period. The other 50% of the long-term incentive program for fiscal year 2022 will be comprised of time-based restricted stock units vesting equally over a three-year period.

How Fiscal Year 2021 Performance Affected Incentive Payouts

Given industry conditions, the impact of the global pandemic and the pending Merger which was expected to occur by the end of the first quarter of fiscal year 2021, the Committee opted to measure all performance levels for our executive compensation program for the nine-month period beginning on July 1, 2020 and ending March 31, 2021 (the “FY21 Performance Period”). As outlined in more detail in the CD&A, the Company did not achieve the Threshold Adjusted EBITDA performance level established under the FY21 STIP for the applicable performance measurement period.

As a result, our fiscal year 2021 compensation reflects the failure to achieve the Threshold Adjusted EBITDA performance level, while recognizing an exemplary year in global safety and the efforts undertaken by the Named Executive Officers in connection with the closing of the Merger and the integration efforts accomplished thereafter.


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COMPENSATION DISCUSSION AND ANALYSIS						1

The table below shows the Company’s performance measured against the pre-established performance goals for the FY21 STIP and the fiscal year 2021 performance-based stock units (“FY21 PSUs”).


Performance Metric	Actual Result for Applicable Performance Period(1)	Threshold	Target (100%)	Stretch (200%)	Payout (as a % of Target)

FY21 STIP
Adjusted EBITDA (50%)	$115.7 million	$125 million	$145 million	Eliminated for FY21 STIP	0%
Safety (25%)
ICAO Air Accident(2)	0	0	0	0	200	%
Lost Time Incident Severity Rate (“LTISR”)	5.33	10.47	8.38	6.29
Individual Strategic Goals (25%)	100%(3)	Forfeited if 92% of the Threshold performance level for the Adjusted EBITDA performance metric is not achieved.			100	%
FY21 Long-Term Incentive Program
FY21 PSUs(4)	$27.28	N/A	$25.50	N/A	100%

(1)The performance period for the FY21 STIP was July 1, 2020 to March 31, 2021. The FY21 PSUs are subject to a three-year performance period ending on June 12, 2023, where one-third (1/3) of the shares underlying the FY21 PSUs may be earned subject to the achievement of a target volume weighted average price per share of our Common Stock over the 120-day period immediately preceding each of June 12, 2021, June 12, 2022, and June 12, 2023.

(2)Any fatality would have resulted in elimination of the complete safety incentive for the fiscal year.

(3)Average performance level of our NEOs with respect to the applicable Individual Strategic Goals.

(4)One-third (1/3) available to be earned each year subject to achievement of a target volume weighted average price per share of Common Stock over the 120-day period immediately preceding a scheduled earn date. All earned FY21 PSUs will vest on June 12, 2023, subject to the grantee’s continued employment as of such date.


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COMPENSATION DISCUSSION AND ANALYSIS						1

Total Stockholder Return Since the Merger of Era and Old Bristow

*Source: FactSet Market Data as of March 31, 2021.

Executive Compensation Program Best Practices


~~Air Methods Corp.~~ü ~~Basic Energy Services, Inc.~~WHAT WE DO	ü	Regularly engage with large stockholders to discuss matters of interest.
	ü	Pay for performance. Place a heavy emphasis on variable pay with approximately 83% of our Chief Executive Officer’s target direct compensation contingent upon financial and operational performance and growth in long-term stockholder value.
	ü	Use performance-based long-term incentive awards compensation through performance-based stock units and stock options for which value is contingent upon stock price performance relative to grant date.
	ü	Annual review of target compensation levels relative to an appropriate set of peers.
	ü	Reinforce the alignment of stockholders and our executives and directors by requiring significant levels of stock ownership.
	ü	Ensure accountability and manage risk through a robust financial restatement clawback policy applicable to our executive officers, limits on maximum annual cash incentive award opportunities and ongoing risk assessments of our program.
	ü	Use relative and absolute performance metrics to determine the payment of future performance awards under the Company’s long-term incentive awards.
	ü	The Compensation Committee is comprised of independent directors and has the ability to engage the services of an independent compensation consultant and outside counsel.


X WHAT WE DON’T DO	X	No employment agreements with any of our executive officers.
	X	No pledging (unless our General Counsel consents to the pledge) or hedging of our company stock, and no repricing stock options.
	X	No excise tax gross-ups.
	X	No significant perquisites.
	X	No guarantee of bonuses.


Bristow Group Inc.			36			2021 Proxy Statement

~~C&J Energy Services, Ltd.~~

~~CHC Group, Ltd.~~

~~GulfMark Offshore, Inc.~~


COMPENSATION DISCUSSION AND ANALYSIS						~~Hornbeck Offshore Services, Inc.~~ ~~Key Energy Services Inc.~~ ~~PHI Inc.~~ ~~SEACOR Holdings Inc.~~ ~~Tidewater Inc.~~ 1

~~The~~Factors Considered in Determining Executive Compensation ~~Committee does not think it is appropriate to establish compensation based solely on benchmarking compared to the Peer Companies due to differences in corporate strategies~~

Compensation Consultant and ~~responsibilities of executive officers and key managers, reporting and accounting practices, levels of balance sheet leverage, and quality of asset base. However, the Compensation Committee believes~~that reviewing peer information is useful for two reasons. First, the Company’s compensation practices must be competitive in order to attract and retain executives with the ability and experience necessary to provide leadership and to deliver strong performance to the Company’s stockholders. Second, peer review allows the Compensation Committee to assess the reasonableness of the Company’s compensation practices. This process allows the Company to achieve one of its primary objectives of maintaining competitive compensation opportunities to ensure retention when justified and rewarding the achievement of Company objectives so as to align with stockholder interest.

~~Use of Compensation Consultants~~Management

The ~~Compensation~~ Committee ~~decided not to employ a~~sets compensation ~~consultant in determining or recommending~~levels based on the ~~amount or form~~skills, experience and achievements of ~~officer or director compensation for 2018. Data used~~each Named Executive Officer after taking into account market analysis, input by the Compensation Committee was collected by the Company’s legal and finance departments and outside data services, such as Equilar, and reviewed and discussed from time to time at Compensation Committee meetings.

~~Although the Compensation Committee had not previously hired an~~its independent compensation consultant and the compensation recommendations of our Chief Executive Officer, except with respect to his own compensation. The Committee believes that input from both its independent compensation consultant and our Chief Executive Officer provides useful information and points of views to assist the Committee in determining appropriate compensation.

We are always competing for ~~2018,~~ the ~~Compensation~~best talent with our direct industry peers and with the broader market. Consequently, the Committee, ~~began discussing~~together with its ~~desire~~independent compensation consultant, regularly reviews the market data, pay practices and ranges of specific peer companies to ~~engage a~~ensure that we continue to offer relevant and competitive executive pay packages each year. The Committee generally targets compensation to the market median for executive compensation program.

The Committee retained Mercer LLC (“Mercer”) to serve as its executive compensation consultant for 2019. After a thorough evaluation process, the Compensation Committee has retained Longnecker & Associates, an executive compensation consulting firm based in Houston, Texas (“Longnecker”), to serve as an advisor to the Compensation Committee during 2019. Longnecker will commence its engagement during Q2 2019. The engagement will include, among other things, a peer group analysis, a competitive compensation analysis for the NEOs and a compensation analysis for the independent directors of the Board.fiscal year 2021. Prior to ~~retaining Longnecker,~~engaging Mercer, the ~~Compensation~~ Committee evaluated ~~Longnecker’s~~Mercer’s independence from management, taking into consideration all relevant factors, including the six independence factors specified in the NYSE listing rules and applicable SEC requirements. The ~~Compensation~~ Committee reviewed the independence of ~~Longnecker~~Mercer and concluded that it is independent and that its work for the ~~Compensation~~ Committee will not raise any conflicts of interest.

The Committee has the sole authority to modify or approve Mercer’s compensation, determine the nature and scope of its services, evaluate its performance, terminate the engagement, and hire a replacement or additional consultant at any time. No other consulting firm made recommendations to the Committee or management on the peer group composition or on the form, amount or design of executive compensation in fiscal year 2021.

Executive Compensation ~~“Best Practices”~~Peer Group

~~For 2018, the Company employed the following executive compensation best practices:~~

~~What We Do:~~

~~Annual Review of Base Salaries~~.

~~Annual Cash Bonus Plan. The Company adopted an incentive annual cash bonus plan providing for payment of annual cash bonuses subject to, and~~Our peer group was developed primarily based on ~~the attainment of certain pre-established safety, financial~~industry and ~~individual performance goals.~~

~~Three-Year Vesting of Restricted Stock. Historically, each NEO’s long-term incentive grant is delivered as restricted stock, with a three year ratable vesting period.~~

~~Clawback Policy. The Company has a clawback policy applicable to the NEOs’ executive compensation~~size, focusing on companies in the ~~event~~oil and gas equipment and services and air transportation sectors. The Committee reviews the Company is required to publish a restatement to any of its previously published financial statements as a result of material noncompliance with financial reporting requirements or certain improper acts by a NEO.

peer group on an annual basis.

~~Stock Ownership Guidelines. The Company has adopted Stock Ownership Guidelines that apply to the NEOs to ensure that minimum levels of stock ownership are attained and maintained.~~

~~Independent Oversight. The Compensation Committee is comprised of independent directors and has the ability to engage the services of an independent compensation consultant and outside legal counsel.~~

~~What We Don’t Do:~~

~~No Employment Contracts with NEOs. The Company does not maintain any employment contracts with the NEOs.~~

~~No Guaranteed Bonuses~~. The Company believes that bonuses should reflect actual Company and individual performance; therefore, the Company does not guarantee bonus payments to the NEOs (i.e., annual bonuses are considered “at risk” pay).

~~No Excessive Severance Payments. The Company does not maintain a formal severance program outside of a change in control context.~~

~~No Perquisites. Historically, the Company has not provided perquisites to the NEOs that are different from the perquisites available to all the Company’s employees generally.~~

~~No Supplemental Executive Retirement Plan (“SERP”). The Company does not provide a SERP to any NEO.~~

~~No Tax Gross-ups. The Company has never provided any tax gross-up payments to the NEOs and has no contract or agreement with any NEO that provides~~Our peer group for ~~a tax gross-up payment, including those related to change-of-control payments subject to Sections 280G and 4999~~fiscal year 2021 included each of the ~~Internal Revenue Code~~17 companies listed below in decreasing order of ~~1986, as amended (the “Code”).~~global revenues for the most recently ended fiscal year for each such company.


Company	Revenue (in millions)	Company	Revenue (in millions)

Atlas Air Worldwide Holdings	$3,211	Noble Corp	$964
Transocean Ltd.	$3,152	Superior Energy Services	$851
Kirby Corporation	$2,171	SEACOR Holdings	$754
SkyWest	$2,127	Helix Energy Solutions Group	$734
Oceaneering International	$1,828	Oil States International	$638
Spirit Airlines	$1,810	Forum Energy Technologies	$512
Air Transport Services Group	$1,571	Newpark Resources	$493
Valaris	$1,427	Core Laboratories N.V.	$487
Allegiant Travel Company	$990
Bristow FY 2021 Global Revenues			$1,178
Proxy Peer Group Median			$990


Bristow Group Inc.			37			2021 Proxy Statement

~~No Repricing or Replacing Outstanding Stock Options. The Company has never repriced or replaced any~~


COMPENSATION DISCUSSION AND ANALYSIS						1

Analysis of ~~its outstanding stock options.~~

Executive Officer Compensation

~~Policies Restricting Hedging and Pledging By NEOs. The Company has adopted policies restricting hedging and pledging~~Overview of the Company’s securities. Hedging is prohibited unless such transactions are cleared in advance by the Company’s General Counsel; pledging transactions are subject to the restrictions and limitations set forth in the Company’s Insider Trading Policy.

Fiscal Year 2021 Executive Compensation Program

~~Key Elements~~The compensation of ~~Compensation~~

~~Consistent with~~ our ~~compensation philosophy, we believe a balanced mix~~Named Executive Officers consists of the following three ~~primary compensation elements provides for the optimal design for our executive compensation program: (i)~~key components that are described in more detail below: (1) base salary; (2) annual ~~base salary, (ii) annual cash bonus~~short-term incentive awards; and ~~(iii)~~(3) long-term equity incentive ~~equity~~ awards.

~~Annual~~

Base Salary

~~The~~To attract and retain talented and qualified executives, we provide competitive base ~~salary levels~~salaries, which the Committee generally targets at the market median for the NEOs are determined based on the experience and skill required for executing the Company’s business strategy and overseeing operations and are adjusted as appropriate at levels designed to be consistentexecutives with ~~professional and market standards.~~similar responsibilities. The ~~Compensation~~ Committee considers the ~~following factors~~competitive market data noted in the section entitled “Factors Considered in Determining Executive Compensation” when ~~determining~~setting base ~~salaries: (i) compensation data~~salary. Salary adjustments have been typically made in June of ~~the Company’s Peer Companies, (ii)~~each year and are based on the individual’s experience and ~~skillset, (iii) a performance assessment by~~background, the general movement of salaries in the marketplace, the Company’s ~~Chief Executive Officer (and~~financial performance and a qualitative assessment of the individual’s performance by his or her immediate supervisor, or in the case of the Chief Executive Officer, ~~an assessment~~ by the ~~Compensation Committee),~~Board.

Fiscal Year 2021 and ~~(iv) general market conditions.~~Fiscal Year 2022 Base Salaries

~~In December 2017, after reviewing executive compensation~~Upon consummation of the ~~Company’s Peer Companies,~~Merger, the ~~Compensation~~ Committee ~~increased~~approved the ~~2018 annual~~ base salaries set forth below for ~~all then current NEOs by~~fiscal year 2021. The Committee did not approve any base salary adjustments for fiscal year 2022 other than: (i) a 5% to keep their base salaries competitive. In December 2018, after reviewing executive compensation practices of the Company’s Peer Companies, the Compensation Committee increased the 2019 annual base salaries for Mr. Bradshaw by 11%,increase for Ms. Whalen ~~by 18%~~in connection with the recent corporate management reorganization announced on April 1, 2021 where Ms. Whalen took on additional responsibilities, including oversight of the information technology department; and (ii) a 5% increase for ~~Messrs. Newman, Stavley and White by 5%. The 2019 annual base salaries~~Ms. Gordon effective as of June 1, 2021, based on the Committee’s review of market data for ~~executives are generally below the median and average base salaries of~~ executives with similar ~~roles and responsibilities at our Peer Companies.~~ responsibilities.


Bristow Group Inc.			38			2021 Proxy Statement


COMPENSATION DISCUSSION AND ANALYSIS						1

The following table summarizes these ~~changes~~changes:


Named Executive Officers	Base Salary Prior to June 11, 2020	Base Salary Effective June 11, 2020	Base Salary Effective June 1, 2021

Christopher S. Bradshaw	$695,000	$720,000	$720,000
David F. Stepanek	$320,000	$400,000	$400,000
Alan Corbett(*)	N/A	$413,542	$413,542
Crystal L. Gordon	$375,000	$380,000	$400,000
Jennifer D. Whalen	$310,000	$310,000	$400,000

(*)Mr. Corbett joined the Company on June 11, 2020 in connection with the Merger. Mr. Corbett’s base ~~salaries:~~salary in GBP is £301,886. The USD amounts of his cash compensation are based on an exchange rate of 1 GBP to 1.369863014 USD, being the foreign exchange rate as of March 31, 2021.

Short-Term Annual Incentive Program

The Company maintains a short-term annual incentive program (the “STIP”) to reward selected executive officers and other employees for their contributions to the performance of the Company by achieving specific safety and financial metrics and individual strategic goals intended to support the Company’s strategic priorities.

The Committee sets the annual target value of each Named Executive Officer’s short-term incentive award opportunity as a percentage of the executive’s base salary. Generally, the award opportunities for each metric evaluated under the STIP are established at Threshold, Target and Stretch levels. The Stretch level for each metric is capped at 200% of target, and as a result, the overall potential amount that could be earned is capped at 200% of Target.

Given industry conditions, the impact of the global pandemic and the pending merger which was expected to occur by the end of the first quarter in fiscal year 2021, the Committee opted to measure all performance levels for our STIP for the nine-month period beginning on July 1, 2020 and ending March 31, 2021 (the “FY21 Performance Period”). Employees of Old Bristow received an annual STIP payout for 12 months of service based on actual performance for the FY21 Performance Period. Employees of Era received an annual STIP payout for the nine months of service based on actual performance for the FY21 Performance Period. In addition and as further described herein, given the change in fiscal year and six months of service lapsed with Era, employees of Era also received a STIP payout based on actual performance at Era from January 1, 2020 through June 30, 2020.

Following the Merger, the Committee designed the STIP for fiscal year 2021 (the “FY21 STIP”). The FY21 STIP included three performance metrics: safety, financial (i.e., Adjusted EBITDA) and individual strategic goals aligned with the operational and strategic objectives of the Company’s business. The relative weightings of each performance metric are set forth below. Attainment of 92% of the Threshold performance level for Adjusted EBITDA was required in order for any Named Executive Officer to receive any payment for achievement of the individual strategic goals.

Named Executive Officer 2017 Salary Change (%) 2018 Salary Change (%) 2019 Salary
Christopher Bradshaw
President, Chief Executive Officer
$ 595,000
5 % $ 625,000
11 % $ 695,000
Jennifer Whalen⁽¹⁾
Senior Vice President, Chief Financial Officer
250,000
5 % 262,500
18 % 310,000
Stuart Stavley
Senior Vice President, Operations and Fleet Management
250,000
5 % 262,500
5 % 275,000
Paul White
Senior Vice President, Commercial
250,000
5 % 262,500
5 % 275,000
Grant Newman⁽²⁾
Senior Vice President, Strategy & Corporate Development
—
—
262,500
5 % 275,000

~~______________________~~


~~(1)~~Bristow Group Inc.			Following her appointment to Acting Chief Financial Officer in June 2017, Ms. Whalen’s base salary was $250,000. Prior to such appointment, Ms. Whalen served as Chief Accounting Officer, and her base salary for that period of 2017 was $210,000.39			2021 Proxy Statement

~~RELATED PERSON TRANSACTIONS~~


DIRECTOR AND EXECUTIVE OFFICER COMPENSATION						1


	Salary Multiple(1) ($)	Annual Bonus Multiple(2) ($)	Vesting of Equity Awards(3) ($)	Extended Health Benefits(4) ($)	Tax Gross Up ($)	Total ($)

Mr. Bradshaw	2,160,000	3,240,000	5,255,995	57,935	N/A	10,713,930
Mr. Stepanek	800,000	640,000	1,123,088	64,232	N/A	2,627,321
Mr. Corbett	620,314	465,235	810,761	10,753	N/A	1,907,063
Ms. Gordon	760,000	760,000	967,187	64,232	N/A	2,551,420
Ms. Whalen	760,000	570,000	856,162	36,542	N/A	2,222,704
Mr. White	550,000	504,354	260,977	58,893	N/A	1,374,224

~~Related Person Transactions Policy~~(1)Salary multiple calculated using base salary as of April 1, 2021.

(2)Each officer’s target annual bonus multiple calculated using the target annual bonus for fiscal year 2021. In addition to the amount set forth above, each NEO will also be eligible for a pro-rata target bonus equal to the target bonus opportunity for the year in which the NEO’s termination of employment occurs multiplied by a fraction, the numerator of which is the number of days the officer was employed during the fiscal year in which the officer’s termination of employment occurs and the denominator of which is 365.

(3)Assumes that the triggering event took place on March 31, 2021, the last business day of fiscal year 2021, and a price per share of $25.88, the closing market price of our common stock as of March 31, 2021, the final trading day of fiscal year 2021.

(4)Varies according to individual choice of medical plan. Accordingly, the amount shown assumes an employee choice which would result in the largest amount for which the Company would be responsible, including outplacement services.

Any benefits payable pursuant to the above triggering events are payable in a cash lump sum not later than six months following the termination date.

The ~~Company established a written policy for~~employment and severance benefits agreements of the ~~review~~Named Executive Officers also contain certain non-competition, non-solicitation and ~~approval or ratification~~confidentiality provisions. For additional information regarding these employment agreements, see “Director and Executive Officer Compensation – Employment and Severance Agreements.”

Pay Ratio

Under Section 953(b) of ~~transactions with related persons (the “Related Person Transactions Policy”) to assist~~the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is required to disclose in ~~reviewing transactions in excess~~this Proxy Statement the ratio of ~~$120,000 (“Transactions”~~the annual total compensation of our CEO to the annual total compensation of the median employee of the Company (the “Pay Ratio Disclosure”) ~~involving~~.

Based on SEC rules for this Pay Ratio Disclosure and applying the methodology described below, the Company determined that our CEO’s total compensation for fiscal year 2021 was $3,129,824, and the total fiscal year 2021 compensation provided to the individual identified as the median employee of the Company and its consolidated subsidiaries and Related Persons (as defined below). Examples include, among other things, sales, purchases or transfers of real or personal property, use of property or equipment by lease or otherwise, services received or furnished, borrowing or lending (including guarantees), employment bywas $96,233. Accordingly, the Company estimates the ratio of our CEO’s annual total compensation for fiscal year 2021 to the median annual total compensation of all other employees to be 33 to 1.

The Company identified our median employee as of March 31, 2021, without regard to the location or compensation arrangements of our employees, or whether such employees are full-time or part-time employees. We tabulated annual base salary, which is defined as the fixed portion of each employee’s compensation arrangements that is paid without regard to our financial or operational performance in a given fiscal year. We gathered the requisite information applying this compensation measure with respect to our employees using their annual base salary as of March 31, 2021. We annualized the compensation of all permanent employees who were hired in fiscal year 2021 but did not work for the Company for the entire fiscal year, but we did not annualize the compensation for any part-time or seasonal employee. We did not make any cost-of-living adjustments in identifying the median employee. We applied an ~~immediate family member~~exchange rate as of ~~a Related Person or a change~~March 31, 2021 to convert all international currencies into U.S. dollars. We then identified the median employee using this methodology, which was consistently applied to all included employees on March 31, 2021.


Bristow Group Inc.			62			2021 Proxy Statement


DIRECTOR AND EXECUTIVE OFFICER COMPENSATION						1

Once the median employee was identified as described above, the total annual compensation for fiscal year 2021 for that employee was determined using the same rules that apply to reporting NEO compensation in the ~~material terms or conditions~~“Total” column of ~~employment~~the Summary Compensation Table. With respect to the annual total compensation of ~~such an individual~~our CEO, we used the amount reported for fiscal year 2021 in the “Total” column of the Summary Compensation Table included in this Proxy Statement.

We believe the Pay Ratio Disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and ~~charitable contributions~~calculating the pay ratio allow companies to use different methodologies, exclusions, exemptions, estimates and assumptions, the Pay Ratio Disclosure may not be comparable to the pay ratio disclosure reported by other companies.

Director Compensation

The following table sets forth information concerning the compensation for fiscal year 2021 of each of our directors other than Mr. Bradshaw, who is a Named Executive Officer, and General Miller, Ret., who was not a director as of March 31, 2021:

Non-Employee Director Compensation – Fiscal Year 2021


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	All Other Compensation ($)	Total ($)

Lorin L. Brass	72,000	120,000	—	192,000
Charles Fabrikant(2)	117,516	120,000	—	237,516
Wesley E. Kern	86,000	120,000	—	206,000
Robert J. Manzo	72,800	120,000	—	192,800
G. Mark Mickelson	164,176	120,000	—	284,176
Christopher Pucillo(3)	72,000	—	—	72,000
Brian D. Truelove	85,200	120,000	—	205,200

(1)The amounts in this column represent the fair value of restricted stock unit grants computed in accordance with the ~~Company’s~~applicable guidance. A discussion of the policies ~~related thereto.~~

~~The Related Person Transactions Policy supplements~~used in the ~~Company’s other conflict~~calculation of ~~interest policies~~grant date fair values is set forth in ~~its Corporate Governance Guidelines, its Company’s Code~~Note 11 to the consolidated financial statements of ~~Business Conduct~~our Annual Report on Form 10-K filed with the SEC on May 27, 2021. Each non-employee director is provided the opportunity each year to receive a restricted stock unit grant equal in target value to $150,000 at the time of grant, but for fiscal year 2021 the grant of restricted stock units was prorated for the period from June 11, 2020 to March 31, 2021.

(2)Mr. Fabrikant received meeting fees and ~~Ethics and its other internal procedures. A summary description~~a prorated amount of the ~~Related Person Transactions Policy is set forth below.~~

~~For purposes~~annual cash retainers with respect to his service as a director and the non-executive Chairman of the ~~Related Person Transactions Policy,~~Board from April 1, 2020 to June 11, 2020.

(3)Mr. Pucillo elected to not receive a ~~Related Person includes~~restricted stock unit grant with respect to his service as a director.

The Committee reviews director compensation annually. Based on consultation with their independent compensation consultant and market data, the ~~Company’s~~Committee recommends for approval by our Board the annual cash retainer, chair and membership fees, stock awards and other benefits for members of our Board. The Committee’s objective with respect to director compensation is to provide compensation incentives that attract and retain individuals of outstanding ability. Directors who are Company employees do not receive a retainer or fees for service on our Board or any committees. For fiscal year 2021, directors ~~director nominees~~who were not employees received:


Bristow Group Inc.			63			2021 Proxy Statement


DIRECTOR AND EXECUTIVE OFFICER COMPENSATION						1


Forms of Non-Employee Director Compensation			Amount ($)

Annual Chairman of the Board Fee(1)			100,000
Annual Cash Retainer(1)			80,000
Annual Committee Chair Fees(1)
Audit Committee			22,500
Compensation Committee			17,500
Nominating and Corporate Governance Committee			11,000
Annual Committee Member Fees(1)
Audit Committee			10,000
Compensation Committee			6,000
Nominating and Corporate Governance Committee			4,000
Annual Equity Grant(2)			$150,000 target grant date value per twelve months of service as a member of the Board

(1)The annual cash retainer and ~~executive officers since the beginning~~Chairman of the ~~Company’s last~~Board, Committee Chair and Committee Member annual fees were prorated for fiscal year ~~beneficial owners~~2021 for the period from June 11, 2020 to March 31, 2021.

(2)The annual equity grant covering the period from June 11, 2020 to March 31, 2021 had a target grant date value of 5%$120,000.

Directors are also reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of our Board or ~~more~~committees and for other reasonable expenses related to the performance of ~~any class~~their duties as directors.

On or prior to the five year anniversary of the ~~Company’s voting securities~~later of the effective date of the Stock Ownership Guidelines (June 1, 2021) or the date an individual becomes a member of our Board, outside directors are expected to hold or have held Company stock, including unvested restricted stock or unvested restricted stock units, with a value equal to at least four times the annual cash retainer paid to outside directors. A director who does not meet the minimum holding requirements may not sell any shares of our Common Stock until he or she meets the holding requirement and ~~members~~would continue to meet the holding requirement following any such sale. Unvested performance-based stock awards and performance-based stock units do not count toward satisfaction of ~~each of their respective Immediate Families (as defined~~the Stock Ownership Guidelines.

The Stock Ownership Guidelines effectively require that our outside directors in the ~~Related Person Transactions Policy).~~coming years hold as a group approximately $2.6 million of Company stock, including unvested restricted stock or restricted stock units.

The Related Person Transactions Policy provides that Transactions must be approved or ratified by the Board. The Board delegates to the Audit Committee the review and, when appropriate, the approval or ratification of Transactions. Upon the presentation of a proposed Transaction, the Related Person will be excused from participation and voting on the matter. In approving, ratifying or rejecting a Transaction, the Audit Committee will consider such information as it deems important to conclude if the Transaction is fair and reasonable to the Company.

Whether a Related Person’s interest in a Transaction is material will depend on all facts and circumstances, including whether a reasonable investor would consider the Related Person’s interest in the Transaction important, together with all other available information, in deciding whether to buy, sell or hold the Company’s securities. In administering this Related Person Transaction Policy, the Board or the relevant committee will be entitled (but not required) to rely upon such determinations of materiality by the Company’s management.


Bristow Group Inc.			64			2021 Proxy Statement


EQUITY COMPENSATION PLAN INFORMATION						1

EQUITY COMPENSATION PLAN INFORMATION

The following ~~factors will~~table sets forth information about our Common Stock that may be ~~taken into consideration in determining whether to approve or ratify a Transaction with a Related Person:~~issued under existing equity compensation plans as of March 31, 2021.

~~the Related Person’s relationship to the Company and his or her interest in the Transaction;~~2012 Incentive Plan

~~the material facts of the Transaction, including the proposed aggregate value of such Transaction;~~


	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(*) (#)
Plan category	(a)	(b)	(c)

Equity compensation plans approved by security holders	133,334	16.53	151,684
Equity compensation plans not approved by security holders	—	—	—
Total	133,334	16.53	151,684

~~the materiality of the Transaction to the Related Person and the Company, including the dollar value of the Transaction, without regard to profit or loss;~~

~~the business purpose~~(*)The securities remaining available for ~~and reasonableness of, the Transaction, taken in the context of the alternatives available to the Company for attaining the purposes of the Transaction;~~

~~whether the Transaction is comparable to an arrangement that could~~issuance may be ~~available on an arms-length basis and is on terms that are generally available;~~

~~whether the Transaction is in the ordinary course of the Company’s business and was proposed and considered in the ordinary course of business; and~~

the effect of the Transaction on the Company’s business and operations, including on its internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such Transaction.

The following arrangements will not generally give rise to Transactions with a Related Person for purposes of the Related Person Transactions Policy given their nature, size and/or degree of significance to the Company:

use of property, equipment or other assets owned or provided by the Company, including helicopters, vehicles, housing and computer or telephonic equipment, by a Related Person primarily for the Company’s business purposes where the value of any personal use during the course of a year is less than $10,000;

reimbursement of business expenses incurred by a director or executive officer in the performance of his or her duties and approved for reimbursement by the Company in accordance with the Company’s customary policies and practices;

~~compensation arrangements for non-employee directors for their services as such that have been approved by the Board or a committee thereof;~~

~~compensation arrangements, including base pay and bonuses (whether~~issued in the form of ~~cash or equity awards),~~stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, performance units and performance shares.

2019 Incentive Plan


	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(*) (#)
Plan category	(a)	(b)	(c)

Equity compensation plans approved by security holders	176,042	19.07	1,571,590
Equity compensation plans not approved by security holders	—	—	—
Total	176,042	19.07	1,571,590

(*)The securities remaining available for ~~employees or consultants (other than a director or nominee for election as a director) for their services as such that have been approved by~~issuance may be issued in the ~~Compensation Committee~~form of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, performance units and employee benefits regularly provided under plans and programs generally available to employees; however, personal benefits from the use of Company-owned or provided assets (“Perquisites”), including but not limited to personal use of Company-owned or provided helicopters and housing, not used primarily for the Company’s business purposes may give rise to a transaction with a Related Person, as described above;performance shares.

a Transaction in which the Related Person’s interest derives solely from his or her service as a non-employee or non-executive director of another corporation or organization that is a party to the Transaction;

a Transaction in which the Related Person’s interest derives solely from his or her service as a director, trustee or officer (or similar position) of a not-for-profit organization or charity that receives donations from the Company, which donations are made pursuant to the Company’s policies and approved by persons other than the Related Person;


Bristow Group Inc.			65			2021 Proxy Statement

a Transaction where the rates or charges involved are determined by competitive bids or involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and

~~a Transaction involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.~~

~~No Certain Relationships or Related Transactions~~

There are no certain relationships or related person Transactions between the Company or its subsidiaries and its directors, executive officers and holders of more than 5% of its voting securities during the fiscal year ended December 31, 2018.

~~Proposal No.~~PROPOSAL 2

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

~~As required by~~Our Board recognizes the interest that the Company’s stockholders have in the compensation of the Company’s Named Executive Officers. In recognition of that interest and in accordance with Section 14A of the Exchange Act and ~~pursuant~~related rules of the SEC, this proposal, commonly known as a “say on pay” proposal, provides the Company’s stockholders with the opportunity to ~~the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), our stockholders are being asked to vote to approve, on~~cast an advisory ~~(non-binding) basis,~~vote on the compensation of the ~~NEOs~~Company’s Named Executive Officers, as disclosed in this Proxy Statement ~~in accordance with~~pursuant to the SEC’s ~~rules. As required by~~compensation disclosure rules, including the Dodd-Frank Act, the Board is submitting such a “say-on pay” proposal to our stockholders for consideration. This vote is not intended to address any specific item of compensation, but rather the overall compensationdiscussion of the ~~NEOs and the policies and procedures described in this Proxy Statement.~~

~~We believe that the~~ Company’s executive compensation programs have been effectively tailored to recruit and retain senior executives capable of executing the Company’s business strategies, overseeing its liquid assets and its various operations and appropriately aligning pay with contributions to, and leadership in, executing the Company’s business strategies.

~~The Board invites you to review carefully the~~ Compensation Discussion and Analysis beginning on page 1730 of this Proxy Statement and followed by the ~~tabular and other disclosures on executive~~ compensation tables beginning on page ~~28. Based upon that review,~~55 of this Proxy Statement. This advisory vote is intended to give the ~~Board recommends that the~~Company’s stockholders ~~approve, on a non-binding, advisory basis,~~an opportunity to provide an overall assessment of the compensation of the ~~NEOs, as discussed and disclosed~~Company’s Named Executive Officers rather than focus on any specific item of compensation. As described in the Compensation Discussion and Analysis ~~the compensation tables, and any narrative executive compensation disclosure contained~~included in this Proxy ~~Statement. Accordingly,~~Statement, the ~~Board asks~~Company has adopted an executive compensation program that reflects the ~~Stockholders~~Company’s philosophy that executive compensation should be structured so as to ~~vote “FOR”~~align each executive’s interests with the ~~following resolution at~~interests of the ~~Meeting:~~

~~“RESOLVED, that~~Company’s stockholders. We believe the ~~compensation paid~~enhancements to the ~~NEOs, as disclosed pursuant to Item 402 of Regulation S-K~~executive compensation program made in fiscal year 2021 reflect this philosophy.

As an advisory vote, the stockholders’ vote on this proposal is not binding on our Board or the Company and our Board could, if it concluded it was in the Company’s ~~proxy statement~~best interests to do so, choose not to follow or implement the outcome of the advisory vote. However, the Company expects that the Compensation Committee of our Board will review voting results on this proposal and give consideration to the outcome when making future executive compensation decisions for the ~~2019 Annual Meeting of Stockholders, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth therein is hereby approved~~Company’s Named Executive Officers.

Approval, on an advisory ~~basis.”~~

~~The advisory vote to approve~~basis, of the compensation of the ~~NEOs is non-binding; meaning that~~Company’s Named Executive Officers requires the ~~Board will not be obligated to take any compensation actions, or to adjust our executive compensation programs or policies, as~~affirmative vote of holders of at least a ~~result~~majority of the ~~vote. Notwithstanding~~votes cast at the ~~advisory nature of the vote, the resolution~~Meeting in person or by proxy. All duly submitted and unrevoked proxies will be ~~considered passed with~~voted for the proposal, except where a contrary vote is indicated or authorization to vote is withheld.

Vote Required

The approval, on an advisory basis, of this proposal requires the affirmative vote of a majority of ~~the~~ votes ~~present (virtually or by proxy) at the Meeting. Although~~cast on this ~~say-on-pay vote is non-binding, the Board~~proposal. Abstentions and ~~the Compensation Committee~~broker non-votes will carefully review and consider the results of the vote. The Compensation Committee will consider our stockholders’ concerns and take them into account when designing future executive compensation programs. If the stockholders do not approve this say-on-pay proposal or there is a significant vote against it, we intend to communicate directly with our stockholders to better understand the concerns that influenced the negative vote.

~~The proxy holders named~~have no effect on the ~~accompanying proxy card will vote in favor~~outcome of this ~~advisory “say-on-pay” vote unless a stockholder directs otherwise.~~proposal.

Recommendation

~~Voting~~. The affirmative vote of the holders of a majority in voting power of shares entitled to vote present (virtually or by proxy) at the Meeting is required to approve the compensation paid by the Company to the NEOs as described in this Proxy Statement.

~~THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE~~ ~~FOR~~ ~~THE ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICERS COMPENSATION.~~

~~Proposal No. 3~~

~~ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION~~

In addition to the non-binding, advisory vote to approve NEO compensation, the Dodd-Frank Act also provides our stockholders with the opportunity to express their preference regarding how often we should hold the non-binding, advisory vote to approve NEO compensation in the future. At least once every six years beginning with the Meeting, Stockholders are entitled to vote on whether the advisory vote to approve NEO compensation (i.e., the “say-on-pay” vote) should occur every year, every two years, or every three years. A stockholder may also abstain from voting on this proposal.

~~After careful consideration, the~~Our Board ~~has determined that an advisory vote to approve NEO compensation that occurs every year is the most appropriate alternative for the Company, and therefore the Board~~unanimously recommends that ~~you vote in favor of holding the advisory vote to approve NEO compensation~~ ~~every year~~. The Board believes that holding an advisory vote to approve NEO compensation every year is appropriate to enable our stockholders to vote currently on executive compensation information as presented in this Proxy Statement. An annual vote also allows our stockholders to comment in a more timely fashion on the Company’s annual incentive programs and enhance stockholder engagement on the topic of executive compensation.

~~Based on the foregoing, the Board recommends that the~~ stockholders approve, on an advisory basis, ~~holding the advisory vote to approve NEO compensation~~ ~~every year. Accordingly, the Company asks the stockholders to vote “FOR” the following resolution at the Meeting:~~

~~“RESOLVED, that the stockholders of the Company hereby approve, on an advisory basis, that a non-binding, advisory vote to approve~~ the compensation of the ~~NEOs~~Company’s Named Executive Officers by votingFOR the approval of the following resolution:

RESOLVED, that the compensation of the Company’s Named Executive Officers, as disclosed in the Company’s proxy statement relating to the 2021 Annual Meeting of Stockholders pursuant to the executive compensation disclosure rules promulgated by the SEC, is hereby approved.


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PROPOSAL 3

APPROVAL OF THE 2021 EQUITY INCENTIVE PLAN

At the Meeting, our stockholders will be asked to approve our 2021 Equity Incentive Plan (the “LTIP”). Our Board approved the LTIP on June 1, 2021, subject to stockholder approval.

The LTIP is an “omnibus” plan, authorizing a variety of equity award types as well as cash incentive awards. The LTIP is similar in scope to our existing Era Group Inc. 2012 Share Incentive Plan (the “2012 Incentive Plan”). We intend that the LTIP will replace the 2012 Incentive Plan, under which the authorization to grant awards is set to expire in 2022. The LTIP also will replace the Bristow Group Inc. 2019 Management Incentive Plan (the “2019 Incentive Plan”), which we assumed in connection with the Merger. The 2012 Incentive Plan and the 2019 Incentive Plan, referred to here as our “current equity plans,” are the only plans under which at present we are authorized to grant equity awards.

Stock-based compensation is an essential element of our total compensation structure and promotes the interests of our stockholders by:

a.Rewarding long-term Company performance;

b.Aligning employees’ interests with those of our stockholders; and

c.Enabling us to attract and retain top-tier talent in a competitive marketplace.

The Board and the Committee believe that awards linked to Common Stock and awards with terms tied to our performance provide incentives for the achievement of important performance objectives and promote the long-term success of the Company. Therefore, the LTIP is expected to be an integral part of our overall compensation program.

On June 1, 2021, our Board approved incentive awards covering 252,143 shares (the “FY22 Long-Term Incentive Awards”), of which 126,068 shares are intended to be subject to awards under the LTIP and are therefore expressly subject to and contingent upon the approval of the LTIP by our stockholders (the “Contingent Awards”).

As of June 1, 2021, there remained 1,727,852 shares available under our current equity plans for future grants prior to the grant of the FY22 Long-Term Incentive Awards. If approved by our stockholders, the LTIP would reserve a maximum of 1,640,000 shares for equity awards, and the authorization for grants of new equity awards under our current equity plans would cease. The terms of the LTIP also provide that if we grant equity awards under our current equity plans between June 1, 2021 and the date of the Meeting, the number of shares reserved under the LTIP will be reduced share-for-share by the number of shares subject to such awards (including the FY22 Long-Term Incentive Awards).

Accordingly, approval of the LTIP by stockholders would effectively reduce the number of shares available for future equity awards. However, such approval would give us additional flexibility in making awards because we are currently limited in how we may use shares available under the 2019 Incentive Plan due to certain NYSE listing rules. Therefore, if the LTIP is not approved, we may need to supplement the stock-based components of our compensation with cash, which may increase compensation expense, reduce compensation alignment with stockholder interests, and impede our ability to attract and retain talent.


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If our stockholders approve the LTIP, it will replace our current equity plans, such that (i) no additional grants will be made pursuant to our current equity plans, and (ii) any previously granted awards that are outstanding under our current equity plans will remain outstanding in accordance with their terms. If our stockholders should fail to approve the LTIP, it will not become effective, the Contingent Awards will be cancelled, and our current equity plans will continue in full force and effect.

Plan Design Features to Protect Stockholder Interests

a.No “evergreen” provision (i.e., no automatic increase in the number of shares available under the plan)

b.No repricing of underwater options or stock appreciation rights (“SARs”)

c.No liberal share recycling (i.e., no recycling of shares tendered or withheld to satisfy taxes or the exercise/purchase price)

d.Minimum one-year vesting on awards

e.No dividends or dividend equivalents can be issued before an award has vested

f.Annual limit on non-employee director compensation

g.Awards subject to forfeiture/clawback pursuant to Company policy

Shares Reserved for Our Equity Compensation Plans

Information on the total number of shares of Common Stock available under our current equity plans and unissued shares deliverable under outstanding options, restricted stock units (“RSUs”) and performance-based stock units (“PSUs”) as of March 31, 2021 is presented above under the heading “Equity Compensation Plan Information.”

The table below shows the aggregate number of shares subject to currently outstanding equity awards under our current equity plans as of June 1, 2021, together with the shares that would have been available for future awards if, at that date, the LTIP had been in effect, which we collectively refer to as the “LTIP Shares,” and indicates the dilution to stockholders by LTIP Shares:


A. Shares subject to outstanding awards (1)			1,440,146
Stock options (2)			304,103
Full value awards (e.g., RSUs, PSUs) (3)			1,136,043
B. Shares available for future awards if LTIP is approved by stockholders (4)			1,202,206
C. Total shares if LTIP is approved (A + B)			2,642,352
D. Total outstanding shares of Common Stock			29,694,617
E. Total LTIP Shares as a percentage of outstanding shares (C ÷ D)			8.9%

(1)Includes shares subject to the FY22 Long-Term Incentive Awards. As of June 1, 2021, 1,267,142 shares remained available for issuance under the 2019 Incentive Plan, after taking into account the FY22 Long-Term Incentive Awards, which will no longer be available upon approval of the LTIP by our stockholders.

(2)As of June 1, 2021, outstanding stock options have a weighted average exercise price of $5.45 and a weighted average term of 2.18 years.

(3)Includes 848,307 shares underlying unvested RSUs, 287,736 shares underlying unvested PSUs and no shares underlying earned (non-forfeitable) RSUs and PSUs. PSUs have performance-based vesting conditions, and share numbers in the table above are based on achievement of maximum levels of performance.

(4)Represents 1,640,000 shares minus shares subject to the FY22 Long-Term Incentive Awards.

We currently anticipate that the share reserve under the LTIP will provide adequate shares for our equity compensation programs for approximately two years.


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Reasons for Stockholder Approval

The Board seeks stockholder approval of the LTIP in order to satisfy certain legal requirements, primarily the listing requirements of the NYSE. Stockholder approval of the LTIP would also constitute approval for purposes of satisfying the stockholder approval requirements under Section 422 of the Internal Revenue Code so that we may grant incentive stock options (“ISOs”).

Summary of the LTIP

A description of the LTIP is set forth below. Because the description of the LTIP in this Proxy Statement is a summary, it may not contain all the information that may be important to you. The summary is qualified by reference to the LTIP. You should carefully read the LTIP. A copy of the full text of the LTIP is attached hereto as Appendix B to this Proxy Statement.

Eligibility

Persons eligible for awards under the LTIP are (i) all employees of the Company and its subsidiaries, (ii) non-employee directors and (iii) certain independent contractors. As of June 1, 2021, approximately 100 employees, non-employee directors and consultants would be eligible for grants of Awards under the LTIP.

Administration

The LTIP will generally be administered by the Board, which may delegate its duties and responsibilities to one or more committees of our directors and/or officers (referred to collectively as the “Administrator”), subject to the limitations imposed under the LTIP, Section 16 of the Exchange Act, stock exchange rules and other applicable laws. The Administrator will have the authority to take all actions and make all determinations under the LTIP, to interpret the LTIP and award agreements and to adopt, amend and repeal rules for the administration of the LTIP as it deems advisable. The Administrator will also have the authority to determine which eligible service providers receive awards, grant awards and set the terms and conditions of all awards under the LTIP. The Administrator may also accelerate any vesting or exercise date, extend the exercisability of an award, or waive or modify any restriction or condition with respect to an award, subject to the conditions and limitations in the LTIP.

Shares Available for Awards

The aggregate number of shares of our Common Stock reserved and available for issuance pursuant to ~~Section 14A~~Awards granted under the LTIP will be (a) 1,640,000 shares of Common Stock, minus (b) one share for each share issued under awards granted under the 2012 Incentive Plan or the 2019 Incentive Plan on or after June 1, 2021, and plus (c) shares subject to awards granted under the 2012 Incentive Plan or the 2019 Incentive Plan that are forfeited and become available for issuance under the terms of the ~~Securities Exchange Act (“say-on-pay”) should~~LTIP. A maximum of 1,640,000 shares of Common Stock may be ~~held every year.”~~issued as ISOs. Each share of our Common Stock subject to an award granted under the LTIP is counted against the above share reserve as one share.

~~Please mark~~Shares underlying awards that expire, terminate, are canceled, are forfeited to the Company, or are settled in cash may be reused for subsequent awards. Shares (i) not issued in settlement of a stock-settled SAR, (ii) purchased on the ~~Proxy Card your preference~~open market with the proceeds of the exercise price of a stock option, or (iii) withheld or delivered to satisfy the applicable withholding taxes related to an award, or used to satisfy the exercise price or purchase price related to an award, in full or partial satisfaction of the exercise price, may not be reused.

Awards granted under the LTIP upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the LTIP but will count against the maximum number of shares that may be issued upon the exercise of ISOs.


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Award Limits

Awards generally will be subject to a minimum vesting period of at least twelve months, other than awards granted (i) as substitute awards granted in connection with the acquisition of another entity by us, and (ii) solely in exchange for foregone cash compensation. We may also grant awards that do not meet the minimum vesting period covering up to 5% of the total number of shares authorized under the LTIP.

The LTIP provides that the sum of any cash compensation and the aggregate grant date fair value of all awards granted to a non-employee director as compensation for services as a non-employee director during any fiscal year may not exceed $690,000.

Types of Awards

The LTIP provides for the grant of stock options, including ISOs and nonqualified stock options (“NQSOs”), SARs, restricted stock, RSUs, other stock based awards and dividend equivalents. All awards under the LTIP will be evidenced by award agreements, which will detail the terms and conditions of awards. Awards other than cash awards generally will be settled in shares of our Common Stock, but the applicable award agreement may provide for cash settlement of any award. A brief description of each award type follows.

Stock Options and SARs. Stock options provide for the purchase of shares of our Common Stock in the future at an exercise price set on the grant date. ISOs, in contrast to NQSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Internal Revenue Code are satisfied. SARs entitle their holder, upon exercise, to receive from the Company an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a stock option or SAR may not be less than 100% of the fair market value of the underlying share on the grant date (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute awards granted in connection with a corporate transaction. The term of a stock option or SAR may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders).

Restricted Stock. Restricted stock is an award of non-transferable shares of our Common Stock that are subject to certain vesting conditions and other restrictions. Any dividends credited on restricted shares will be subject to the same time-and/or performance-based vesting conditions that apply to a restricted stock award and will, if vested, be delivered, or paid at the same time as the award.

RSUs. RSUs are contractual promises to deliver shares of our Common Stock in the future, which may also remain forfeitable unless and until specified conditions are met and may be accompanied by the right to receive the equivalent value of dividends paid on shares of Common Stock prior to the delivery of the underlying shares (i.e., dividend equivalent rights). The Administrator may provide that the delivery of the shares underlying RSUs will be deferred on a mandatory basis or at the election of the participant.

Other Stock Based Awards. Other stock based awards are awards of cash, fully vested shares of our Common Stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our Common Stock. Other stock based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled.

Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our Common Stock and may be granted alone or in tandem with awards other than stock options or SARs. Any dividend equivalents will be subject to the same time and/or performance-based vesting conditions that apply to the associated award and will, if vested, be delivered, or paid at the same time as the award.

Certain awards under the LTIP may constitute or provide for payment of “nonqualified deferred compensation” under Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards.


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PROPOSAL 3						1

Performance Criteria

The Administrator may grant awards, which may be cash-denominated awards or share-based awards, which require satisfaction of pre-established performance goals as a condition to awards being granted or becoming exercisable or settleable, or as a condition to accelerating the timing of such events. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a subsidiary, division, business segment or business unit of the Company or a subsidiary, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies.

Certain Transactions

In the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the Administrator will make equitable adjustments to the LTIP and outstanding awards.

The Administrator also has broad discretion to determine the treatment of awards in the event of certain transactions, such as a reorganization, merger, conversion, consolidation, spin-off transaction involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company. In the event of a Change in Control (as defined in the LTIP), all outstanding awards will become fully vested and exercisable in connection with the transaction, and all performance goals or other vesting criteria relating to such awards will be deemed to have been satisfied at the applicable “target” level.

No Repricing

Except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that reduces the exercise price of any stock option or SAR, or cancels any stock option or SAR in exchange for cash, other awards or stock options or SARs with an exercise price per share that is less than the exercise price per share of the original stock options or SARs.

Plan Amendment and Termination

Our board of directors may amend or terminate the LTIP at any time; however, no amendment, other than an amendment that increases the number of shares available under the LTIP, may materially and adversely affect an award outstanding under the LTIP without the consent of the affected participant. Stockholder approval will be obtained for any amendment to the extent necessary to comply with applicable laws or to increase the director limit. The LTIP will remain in effect until the tenth anniversary of the date the Board adopted the LTIP, unless earlier terminated. No awards may be granted under the LTIP after its termination.

Foreign Participants, Clawback Provisions, Transferability and Participant Payments

The Administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. All awards will be subject to any company clawback policy as set forth in such clawback policy or the applicable award agreement. Awards under the LTIP are generally non-transferable, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and are generally exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the LTIP, the Administrator may, in its discretion, accept cash or check, shares of our Common Stock that meet specified conditions, a “market sell order” or such other consideration as it deems suitable.

Material U.S. Federal Income Tax Consequences

The following is a general summary under current law of the principal United States federal income tax consequences related to awards under the LTIP. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal


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PROPOSAL 3						1

employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors.

Options; Stock Appreciation Rights

Options granted under the LTIP may constitute ISOs within the meaning of Section 422 of the Internal Revenue Code, while other options granted under the LTIP may constitute NQSOs. Grants of options to non-employee directors and independent contractors are NQSOs. The Internal Revenue Code provides for tax treatment of options qualifying as ISOs that may be more favorable to participants than the tax treatment accorded NQSOs. Generally, upon the exercise of an ISO, the optionee will recognize no taxable income for U.S. federal income tax purposes, although the difference between the exercise price of the ISO and the fair market value of the stock at the date of exercise is an addition to income in determining alternative minimum taxable income and such amount may be sufficient in amount to subject the optionee to the alternative minimum tax. On the sale of shares acquired by exercise of an ISO (assuming that the sale does not occur within two years of the grant date or within one year of the exercise date), any gain will be taxed to the optionee as long-term capital gain. Except with respect to death or disability, an optionee has three months after termination of employment in which to exercise an ISO and retain favorable tax treatment at exercise. No deduction is available to us upon the grant or exercise of an ISO (although a deduction may be available if the participant disposes of the shares so purchased before the applicable holding periods expire).

In contrast, upon the exercise of an NQSO, the optionee recognizes ordinary taxable income on the exercise date in an amount equal to the excess of the fair market value of the shares purchased over the exercise price. Upon the sale of such shares by the optionee, any difference between the fair market value at the date of sale and the fair market value at the date of exercise will be treated generally as capital gain or loss. Subject to the limitations discussed below, upon exercise of an NQSO, we are entitled to a tax deduction in an amount equal to the ordinary taxable income recognized by the participant.

Participants do not recognize taxable income upon the grant of a SAR. Upon the exercise of a SAR, the participant will recognize ordinary income in an amount equal to the cash or fair market value of the shares received at the date of exercise of the SAR. The participant’s tax basis in any shares received on the exercise of a SAR will generally equal the fair market value of such shares on the date of exercise. Subject to the limitations discussed below, we will be entitled to a deduction for U.S. federal income tax purposes that corresponds as to timing and amount with the ~~frequency~~taxable income recognized by the participant under the foregoing rules.

Other Stock Awards

Restricted Stock. A participant generally recognizes no taxable income at the time of ~~holding “say-on-pay” stockholder advisory votes~~an Award of restricted stock. A participant may, however, make an election under Section 83(b) of the Internal Revenue Code to have the grant taxed as ~~every year, every two years,~~compensation income at the date of receipt, with the result that any future appreciation or ~~every three years~~depreciation in the value of the shares of stock granted may be taxed as capital gain or ~~mark “abstain.” Note, however, that you are~~loss on a subsequent sale of the shares. If the participant does not ~~voting on whether to approve or disapprove~~make a Section 83(b) election, the ~~Board’s recommendation; rather you are being asked to affirmatively select~~grant will be taxed as compensation income at the ~~option of holding an advisory say-on-pay vote every year, every two years or every three years.~~

~~Like the advisory vote to approve NEO compensation, the advisory vote~~full fair market value on the ~~frequency~~date the restrictions imposed on the shares expire. Unless a participant makes a Section 83(b) election, any dividends paid to the participant on the shares of ~~holding~~restricted stock will generally be compensation income to the ~~“say-on-pay” vote~~participant and deductible by us as compensation expense. In general, we will receive a deduction for U.S. federal income tax purposes for any compensation income taxed to the participant. To the extent a participant realizes capital gains, as described above, we will not be entitled to any deduction for federal income tax purposes.

Restricted Stock Units. A participant who is ~~non-binding. Although~~granted restricted stock units will recognize no income upon grant of the ~~vote is non-binding,~~restricted stock units. At the time the underlying shares of Common Stock (or cash in lieu thereof) are delivered to a participant, the participant will recognize compensation income equal to the full fair market value of the shares received. We will generally be entitled to a deduction for U.S. federal income tax purposes that corresponds to the compensation income recognized by the participant.


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PROPOSAL 3						1

Tax Consequences to the Company; Tax Withholding

In the foregoing cases, we will generally be entitled to a deduction at the same time and in the same amount as a participant recognizes ordinary income, subject to certain limitations imposed under the Internal Revenue Code. We are authorized to deduct or withhold from any award granted or payment due under the LTIP, or require a participant to remit to us, the amount of any withholding taxes due in respect of the award or payment.

Section 409A of the Internal Revenue Code

Certain types of awards under the LTIP may constitute, or provide for, a deferral of compensation subject to Section 409A of the Internal Revenue Code. Unless certain requirements set forth in Section 409A of the Internal Revenue Code are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest, penalties and additional state taxes). To the extent applicable, the LTIP and awards granted under the LTIP are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Internal Revenue Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Internal Revenue Code. To the extent determined necessary or appropriate by the Administrator, the LTIP and applicable award agreements may be amended to further comply with Section 409A of the Internal Revenue Code or to exempt the applicable awards from Section 409A of the Internal Revenue Code.

New Plan Benefits

Awards under the LTIP are granted in the discretion of the Board, and therefore the type, number, recipients, and other terms of such awards generally cannot be determined at this time. For information regarding our recent practices with respect to stock-based compensation granted to our non-employee directors and Named Executive Officers, please see “Summary Compensation ~~Committee~~Table” (page 55), “Grants of Plan-Based Awards” (page 57), “Outstanding Equity Awards at Fiscal Year-End” (page 59), “Director Compensation” (page 63), and “Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation” (page 66).

As described above, our Board granted the Contingent Awards from the LTIP, which are subject to stockholder approval of the LTIP. The following table sets forth information with respect to the number of outstanding PSUs that have been granted as Contingent Awards to the Named Executive Officers and the specified groups set forth below under the LTIP as of June 1, 2021. On June 1, 2021, the closing price as reported in consolidated trading of our Common Stock on the NYSE was $27.89 per share.


Name and Principal Position	Dollar Value ($)	Number of PSUs

Christopher S. Bradshaw President and Chief Executive Officer	1,259,987	45,177
David F. Stepanek Executive Vice President, Sales and Chief Transformation Officer	399,998	14,342
Alan Corbett Senior Vice President, Europe, Africa, Middle East, Asia and Australia and Search and Rescue	315,213	11,302
Crystal L. Gordon Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary	299,985	10,756
Jennifer D. Whalen Senior Vice President, Chief Financial Officer	299,985	10,756
All executive officers as a group (5 persons)	2,575,167	92,333
All employees (other than executive officers) as a group (4 persons)	940,869	33,735


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PROPOSAL 3						1

Vote Required

The approval of this proposal requires the affirmative vote of a majority of votes cast on this proposal. If you hold your shares through a broker, bank or other nominee holder and you do not instruct them on how to vote on this proposal, your broker will ~~review~~not have authority to vote your shares. Abstentions will have the ~~voting results and give serious consideration to~~same effect as votes AGAINST this proposal. Broker non-votes will have no effect on the outcome of ~~such voting. However, because~~ this proposal.

Recommendation

Our Board unanimously recommends that stockholders vote ~~is advisory~~FOR the approval of the Company’s 2021 Equity Incentive Plan.


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PROPOSAL 4

RATIFICATION OF THE COMPANY’S INDEPENDENT AUDITORS

The Audit Committee of our Board has selected the firm of KPMG LLP (“KPMG”) as the Company’s independent auditors for fiscal year 2022. Our Board and ~~not binding on~~ the ~~Board in any way,~~Audit Committee believe that the ~~Board may decide that it~~continued retention of KPMG as the Company’s independent auditor is in the best interests of ~~our stockholders and~~ the Company ~~to hold an advisory vote on executive compensation more or less frequently than the option approved~~and its stockholders. Stockholder ratification of this selection is not required by ~~a majority of our stockholders present in person~~law or by ~~proxy at the Meeting. If no option receives a majority of the votes present in person or by proxy at the Meeting, the~~our Bylaws. Nevertheless, our Board ~~will re-submit the proposal for a non-binding, advisory vote at the next annual meeting of stockholders.~~

Ifhas chosen to submit it to the stockholders ~~adopt the Board’s recommendation, we would hold the next “say-on-pay” vote at our 2020 annual meeting. A vote on the frequency~~for their ratification.

Engagement of holding the “say-on-pay” vote will occur at least once every six years. The proxy holders named on the accompanying proxy card will vote to hold the advisory “say-on-pay” vote every year unless a stockholder directs otherwise.

~~Voting~~. The affirmative vote of the holders of a majority in voting power of shares entitled to vote present (virtually or by proxy) at the Meeting is required to approve the frequency (every one, two or three years) of holding the advisory vote to approve executive compensation.

~~THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE~~ ~~FOR~~ ~~HOLDING THE ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION EACH YEAR.~~

~~Proposal No. 4~~

~~RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Independent Auditors

The ~~Board recommends that stockholders ratify the appointment of Grant Thornton LLP (“Grant Thornton”),~~Audit Committee annually reviews KPMG’s independence and performance in determining whether to retain KPMG or engage another independent registered public accounting firm ~~to audit the accounts of the Company and its subsidiaries for the fiscal year ending December 31, 2019. The appointment of Grant Thornton was recommended to the Board by its Audit Committee.~~

~~On June 18, 2018, the Company, with the approval of the Audit Committee of the Board, dismissed Ernst & Young LLP (“EY”)~~ as the Company’s independent ~~registered public accounting firm. EY served as~~auditors. The Audit Committee has received the ~~independent registered public accounting firm for~~written disclosures and the letter from KPMG required by applicable requirements of the Public Company ~~for the fiscal years ended December 31, 2016 and December 31, 2017 and for the period from January 1, 2018 through June 18, 2018.~~

~~On June 13, 2018, upon the recommendation of~~Accounting Oversight Board (“PCAOB”) regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG its independence. Based on this review, the ~~Board authorized the Company~~Audit Committee believes that KPMG is independent and well-qualified to ~~engage Grant Thornton~~serve as the Company’s independent ~~registered public accounting firm for the year ending December 31, 2018, and the firm was formally engaged on June 18, 2018.~~auditors.

Representatives of ~~Grant Thornton will~~KPMG are expected to be present at the ~~Meeting. They will have an~~Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to ~~stockholder questions after~~appropriate questions.

Fee Information

Set forth below are the ~~conclusion~~fees paid by the Company to KPMG for the fiscal years indicated.


	2021 ($)	2020 ($)

Audit Fees	6,349,743	7,530,827
Audit-Related Fees	—	—
All Other Fees	13,436	—
Tax Fees	324,156	803,000

Audit Fees. Audit fees include the aggregate fees for the audit of our annual consolidated financial statements and internal controls, and the reviews of each of the ~~Meeting. No representatives from EY will be present at~~quarterly consolidated financial statements included in our Quarterly Reports on Form 10-Q. These fees also include statutory and other audit work performed with respect to certain of our subsidiaries.

Audit-Related Fees. Audit-related fees include accounting advisory services related to the ~~Meeting.~~accounting treatment of transactions or events, including acquisitions, and to the adoption of new accounting standards, as well as additional procedures related to accounting records performed to comply with regulatory reporting requirements and to provide certain attest reports.

~~The affirmative vote of a majority~~


Bristow Group Inc.			75			2021 Proxy Statement


PROPOSAL 4						1

All Other Fees. All other fees were for advisory services related to compliance with regulatory reporting requirements.

Tax Fees. Tax fees were for tax compliance services and assistance with federal and provincial tax-related matters for certain international entities.

Pre-Approval Policies and Procedures

All of the ~~Common Stock represented in person or~~fees described above were approved by ~~proxy at~~ the ~~Meeting~~Audit Committee. The Audit Committee is responsible for overseeing the audit fee negotiations associated with the retention of KPMG to perform the audit of our annual consolidated financial statements and ~~voting on~~internal controls. The Audit Committee has policies and procedures that require the ~~matter~~pre-approval by the Audit Committee of all fees paid to, and all services performed by, our independent accounting firm. At the beginning of each fiscal year, the Audit Committee approves the proposed services, including the nature, type and scope of services contemplated and the related fees, to be rendered by KPMG during the year. In addition, Audit Committee pre-approval is required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees pre-approved by the Audit Committee. The Audit Committee has delegated this pre-approval authority to ~~ratify~~its Chair for all services requiring pre-approval between regularly scheduled Audit Committee meetings. Any services approved by the ~~appointment~~Audit Committee Chair pursuant to this delegated authority must be reported to the full Audit Committee at its next regularly scheduled meeting.

Pursuant to the Sarbanes-Oxley Act of ~~Grant Thornton. If~~2002, the ~~stockholders fail to ratify~~fees and services provided as noted in the appointment of Grant Thornton as the Company’s independent registered public accounting firm, it is not anticipated that Grant Thornton will be replaced in 2019. Such lack of approval will, however, be consideredtable above were authorized and approved by the Audit Committee in ~~selecting~~compliance with the pre-approval policies and procedures described herein.

Vote Required

Of the shares represented and entitled to vote at the Meeting (whether in person or by proxy), more votes must be cast in favor of than votes cast against the proposal to ratify and approve the selection of KPMG as the Company’s independent ~~registered public accounting firm~~auditors for ~~2020.~~fiscal year 2022, in order for this proposal to be adopted. The Proxyholder named in the accompanying proxy card will vote FOR the foregoing proposal unless otherwise directed therein. Abstentions and broker non-votes will have no effect on this proposal. If more votes are cast AGAINST this proposal than FOR, our Board will take such decision into consideration in selecting independent auditors for the Company.

Recommendation

~~THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE~~Our Board unanimously recommends that stockholders vote FOR ~~RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON.~~the ratification of the appointment of KPMG as the Company’s independent auditors for fiscal year 2022.


Bristow Group Inc.			76			2021 Proxy Statement

~~Independent Registered Public Accounting Firm Fee Information~~

~~Fees for professional services provided by Grant Thornton for the years ended December 31 were as follows:~~

Fees 2018 2017
Audit Fees $ 1,024,663
—
Audit-Related Fees —
—
Tax Fees —
—
All Other Fees —
—
Total $ 1,024,663
—


AUDIT COMMITTEE REPORT						1

~~Fees for professional services provided by Ernst & Young for the years ended December 31 were as follows:~~

Fees 2018 2017
Audit Fees $ 166,400
$ 1,787,832
Audit-Related Fees —
—
Tax Fees —
15,129
All Other Fees —
2,078
Total $ 166,400
$ 1,805,039

Audit Fees represent fees for professional services provided in connection with the audit of the Company’s financial statements, review of the quarterly reports on Form 10-Q, and services provided in connection with statutory audits of the subsidiaries of the Company or regulatory filings, including SEC registration statements and reports. Audit-Related Fees represent fees for accounting consultations related to the performance of the audit. Tax Fees represent fees for services in connection with the preparation and filing of tax returns in jurisdictions outside the United States. All Other Fees represent fees for publications and subscription services.

The Audit Committee has determined that the provision of the services described above is compatible with maintaining the independence of our independent registered public accountants. All of the services described in the foregoing table were approved by the Audit Committee with respect to the years ended December 31, 2018 and 2017 in a manner consistent with the committee’s policies and pre-approval process.

~~Pre-approval Policy for Services of Independent Registered Public Accounting Firm~~

The Audit Committee’s policy is to pre-approve all audit services, audit-related services, and other services provided by the independent registered public accounting firm. In accordance with that policy, the Audit Committee is expected to review and approve at least annually a list of specific services and categories of services, including audit, audit related, tax, and other permitted services, for the current or upcoming fiscal year, subject to specified terms and fees. Any service not included in the approved list of services or any modification to previously approved services must be specifically preapproved by the Audit Committee. Where proposed additions or modifications relate to services to be provided by the independent registered public accounting firm, the Audit Committee may delegate the responsibility of pre-approval to the Chair of the Audit Committee. To ensure prompt handling of unforeseeable or unexpected matters that arise between Audit Committee meetings, the Audit Committee has delegated authority to the Chair of the Audit Committee, to review and if appropriate approve in advance, any request by the independent registered public accounting firm to provide services. The Audit Committee then reviews and approves any such services at the next Audit Committee meeting.

AUDIT COMMITTEE REPORT

~~In connection~~The Audit Committee’s principal functions are to select an independent auditor, to assist our Board in fulfilling its responsibility for oversight of the Company’s accounting and internal control over financial reporting and principal accounting policies, to recommend to our Board, based on its discussions with the Company’s management and independent auditor, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K and to oversee the entire independent audit function.

The Company believes that each of the three members of the Audit Committee satisfies the requirements of the applicable rules of the SEC and the NYSE as to independence, financial literacy and experience. Our Board has determined that at least one member, Brian D. Truelove, is an audit committee financial expert as defined by the SEC. Our Board has adopted a charter for the Audit Committee, a copy of which is available on the Company’s website at www.bristowgroup.com by clicking “Investors,” then “Governance” and then “Governance Documents”.

Management is responsible for the Company’s financial statements and internal control over financial reporting. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the PCAOB (United States) and issuing a report thereon. The independent auditors are also responsible for performing an independent audit of the ~~year ended December 31, 2018, the~~Company’s internal control over financial reporting.

The Audit Committee ~~has:~~

reviewed and discussed with management and the independent auditors the audited financial statements ~~with management;~~

for the fiscal year 2021 (the “Audited Financial Statements”), management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting. The Audit Committee has discussed with KPMG, the Company’s independent ~~registered public accounting firm, Grant Thornton LLP,~~auditors, the matters required to be discussed by ~~Auditing Standard No. 1301 Communications with~~applicable requirements of the PCAOB and the SEC. In addition, the Audit ~~Committees; and~~

Committee has received the written disclosures and the letter from ~~Grant Thornton LLP as~~the independent auditors required by applicable requirements of the ~~Public Company Accounting Oversight Board~~PCAOB regarding ~~Grant Thornton LLP’s~~the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with ~~Grant Thornton LLP its~~the independent auditors the independent auditors’ independence.

Based on the review and discussions with the Company’s management and ~~the~~ independent ~~registered public accounting firm,~~auditor, as set forth above, the Audit Committee recommended to ~~the~~our Board, and our Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended ~~December~~March 31, ~~2018, for filing~~2021, as filed with the SEC.

~~The foregoing report is respectfully submitted by the~~ Audit ~~Committee.~~Committee

~~Christopher P. Papouras (Chairman)~~Brian D. Truelove, Chair
Charles Fabrikant
Wesley E. Kern

~~Ann Fairbanks~~

~~Steven Webster~~

The foregoing report shall not be deemed incorporated by reference by any general statement or reference to this Proxy Statement into any filing under the Securities Act ~~of 1933, as amended (the “Securities Act”),~~ or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference therein, and shall not otherwise be deemed filed under those Acts.


Bristow Group Inc.			77			2021 Proxy Statement


OTHER MATTERS						1

OTHER MATTERS

The Board does not intend to present any other matter at the Meeting. The Board has not been informed that any other person intends to present any other matter for action at the Meeting. If any other matters properly come before the Meeting, the persons named in the accompanying proxy intend to vote the proxies in accordance with their best judgment.

Review and Approval of Related Party Transactions

~~ANNUAL REPORT~~Consistent with applicable regulatory requirements, our Related Party Transactions Policy requires disclosure, preapproval and tracking of any proposed arrangements that meet the criteria outlined below.

~~A copy~~“Related Party Transactions” are defined as any financial transaction, arrangement or relationship in which:

a.the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year;

b.the Company is a participant; and

c.any Related Person (as defined in the Related Party Transactions Policy) has or will have a direct or indirect material interest.

“Related Persons” are defined as any person who is, or was at any time since the beginning of the Company’s last fiscal year:

a.a director or a director nominee;

b.an executive officer of the Company or an employee of the Company subject to the provisions of Section 16 of the Exchange Act or an Immediate Family Member (as defined in the Related Party Transactions Policy) thereof; or

c.any person who, at the time of the occurrence or existence of the transaction at issue, is a beneficial owner of more than 5% of our Common Stock or an Immediate Family Member thereof.

If the Company’s Chief Compliance Officer concludes that a proposed transaction, arrangement or relationship is a Related Party Transaction, it must then be submitted to the Audit Committee, which will determine whether to authorize the proposed transaction, arrangement or relationship after considering factors and guidelines listed in the Related Party Transactions Policy.

No Related Party Transactions

There were no Related Party Transactions between the Company, including any of its subsidiaries, and any Related Person during fiscal year 2021.

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Exchange Act, the Company’s directors, certain officers and any beneficial owner of 10% or more of our outstanding Common Stock (collectively, “Section 16 Persons”) are required to file, with the SEC, reports of ownership (Form 3) and changes of ownership (Form 4 and Form 5) of our Common Stock with the SEC. Copies of all such reports are required to be furnished to the Company. To our knowledge, based solely upon our review of the copies of such reports furnished to us for fiscal year 2021 and other information, all filing requirements for the Section 16 Persons have been complied with during or with respect to fiscal year 2021.


Bristow Group Inc.			78			2021 Proxy Statement


OTHER MATTERS						1

Annual Report ~~to Stockholders~~

The Company’s Annual Report for the fiscal year ended ~~December~~March 31, ~~2018, accompanies this Proxy Statement~~2021 has been furnished to all stockholders, primarily via the Internet and ~~should be read in conjunction herewith.~~alternatively by mail if requested.

Stockholder Proposals for 2022 Annual Meeting

~~STOCKHOLDER PROPOSALS FOR 2020 ANNUAL MEETING~~

Proposals that stockholders believe should be voted upon at the ~~Company’s~~ Annual Meeting of Stockholders of the Company may be eligible for inclusion in the Company’s ~~Proxy Statement.~~proxy statement. Stockholder proposals for the ~~2020~~2022 Annual Meeting of Stockholders must be received in accordance with the provisions of Rule 14a-8 under the Exchange Act by the Company on or before ~~December 26, 2019,~~February 21, 2022, which is the 120th calendar day before the anniversary of the date of this Proxy Statement, to be eligible for inclusion in the proxy statement and proxy card relating to the ~~2020~~2022 Annual Meeting of Stockholders pursuant to Rule 14a-8. If the date of ~~next year's annual meeting~~the 2022 Annual Meeting of Stockholders has been changed by more than 30 days from the date of this ~~year's meeting,~~year’s Meeting, then the deadline will be a reasonable time before the Company begins to print and send its proxy materials. Any such proposals should be sent via registered, certified or express mail to: Corporate Secretary, ~~Era~~Bristow Group Inc., ~~818 Town & Country Blvd.,~~3151 Briarpark Drive, Suite ~~200,~~700, Houston, Texas ~~77024.~~77042.

As a separate and distinct matter from proposals under Rule 14a-8, in accordance with Section 1.12 of ~~the~~our Bylaws, ~~of the Company,~~ in order for business to be properly brought before the next ~~annual meeting~~Annual Meeting of Stockholders by a stockholder, such stockholder must deliver to the Company timely notice thereof. To be timely, a stockholder’s notice must be delivered or mailed to and received by the Corporate Secretary at the principal executive offices of the Company, not earlier than the close of business on the 120th day nor later than the close of business on the 90th day prior to the first anniversary date of the previous year’s ~~annual meeting.~~Annual Meeting of Stockholders. Accordingly, for the ~~2020 annual meeting,~~2022 Annual Meeting of Stockholders, notice will have to be delivered or received by the Company nonot earlier than ~~February 7, 2020,~~the close of business on April 5, 2022, or later than ~~March 9, 2020.~~the close of business on May 5, 2022. If, however, the date of the ~~annual meeting~~2022 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after such anniversary date, then, to be considered timely, notice by the stockholders must be received not earlier than the close of business on the 120th day nor later than the close of business on the 90th day prior to the date of such ~~annual meeting~~Annual Meeting of Stockholders or, if the first public announcement of the date of such ~~annual meeting~~Annual Meeting of Stockholders is less than 100 days prior to the date of such ~~annual meeting,~~Annual Meeting of Stockholders, the 10th day following the day on which public announcement of the date of such ~~meeting~~Annual Meeting of Stockholders is first made by the Company. In no event shall the public announcement of an adjournment or postponement of an ~~annual meeting~~Annual Meeting of Stockholders commence a new time period (or extend any time

period) for the giving of a stockholder’s notice as described above. The notice must set forth the information required by the provisions of ~~the Company’s amended and restated bylaws~~our Bylaws dealing with stockholder proposals and nominations of directors. Under current SEC rules, the Company is not required to include in its proxy statement any director nominated by a stockholder using this process. If the Company chooses not to include such a nominee, the stockholder will be required to distribute its own proxy materials in connection with its solicitation of proxies with respect to that nominee.

~~HOUSEHOLDING~~Duplicate Mailings (Householding) of Proxy Materials

The SEC permits a single set of annual reports and proxy statements to be sent to any household at which two or more stockholders reside if they appear to be members of the same family. Each stockholder continues to receive a separate proxy card. This procedure, referred to as householding, reduces the volume of duplicate information stockholders receive and reduces mailing and printing expenses. A number of brokerage firms have instituted householding.

As a result, if ~~a stockholder holds~~you hold your shares through a broker and ~~resides~~you reside at an address at which two or more stockholders reside, ~~that stockholder~~you will likely be receiving only one annual report and proxy statement unless any stockholder at that address has given the broker contrary instructions. However, if any such beneficial stockholder residing at such an address wishes to receive a separate annual report or proxy statement in the future, or if any such beneficial stockholder that elected to continue to receive separate annual reports or proxy statements wishes to receive a single annual report or proxy statement


Bristow Group Inc.			79			2021 Proxy Statement


OTHER MATTERS						1

in the future, that stockholder should contact his or her broker or send a request to ~~the~~ Corporate Secretary, Bristow Group Inc., 3151 Briarpark Drive, Suite 700, Houston, Texas 77042, telephone number (713) 267-7600. Requests from beneficial owners of our shares must set forth a good faith representation that as of June 7, 2021, the requester was a beneficial owner of shares entitled to vote at the ~~Company’s principal executive offices.~~Meeting. The Company will deliver, promptly upon such a written or oral request to the Corporate Secretary, a separate copy of the ~~2018 annual report~~Annual Report and this Proxy Statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Important Voting Information



	~~By order of our Board of Directors,~~

	~~Crystal Gordon~~ ~~Senior Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary~~

Voting of the Proxy

Shares represented by all properly executed proxies will be voted as directed in the proxies. If no direction is specified, such shares will be voted “FOR” the nominees and “FOR” the other proposals set forth above.

~~IMPORTANT VOTING INFORMATION~~Broker Non-Votes

Your broker is not permitted to vote on your behalf on the election of directors and other matters that may be considered at the Meeting (except on (i) the ratification of the ~~selection~~appointment of ~~Grant Thornton LLP~~KPMG as the Company’s independent auditors for ~~2019)~~the fiscal year ending March 31, 2022 and (ii) the adjournment or postponement of the Meeting), unless you provide specific instructions by completing and returning the Voting Instruction Form. For your vote to be counted, you ~~now~~ will need to communicate your voting decisions to your broker, bank or other financial institution before the date of the Meeting. You may not vote your shares electronically at the Meeting unless you receive a valid proxy from your brokerage firm, bank, broker dealer or other nominee holder. Please refer to the voter instruction cards used by your bank, broker or other nominee holder for specific instructions on methods of voting, including using the Internet or by telephone.

Your Participation in Voting the Shares You Own is Important

Voting your shares is important to ensure that you have a say in the governance of the Company. Please review the proxy materials and follow the instructions on the proxy card or Voting Instruction Form to vote your shares. The Company ~~hopes~~encourages you ~~will~~to exercise your rights and fully participate as a stockholder in the Company’s future.

More Information is Available

If you have any questions about the proxy voting process, please contact the broker, bank or other financial institution ~~where~~if you hold your ~~shares.~~shares in “street name.” The SEC also has a website (www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights as a stockholder. Additionally, you may contact the Company’s Investor Relations Department at ~~Investor_Relations@eragroupinc.com~~InvestorRelations@bristowgroup.com.



By Order of our Board of Directors

Crystal L. Gordon
Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary

June 21, 2021


Bristow Group Inc.			80			2021 Proxy Statement


APPENDIX A						1

APPENDIX A

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

ADJUSTED EBITDA ~~REPORTED RECONCILIATION~~

The following table provides a reconciliation of Net Income, the most directly comparable GAAP measure, to Adjusted EBITDA, for the fiscal year ended ~~December~~March 31, ~~2018~~2021 (in thousands).

2018
Net income $ 13,458
Depreciation and amortization 39,541
Interest income (2,042 )
Interest expense 15,131
Income tax expense 2,940
Foreign currency losses 1,018
Gain on debt extinguishment (175 )
Other income (54 )
Equity earnings (2,206 )
Special items ⁽¹⁾
(28,452 )
Adjusted EBITDA $ 39,159


~~(1)~~			Nine Months Ended March 31, 2021 ($)

Net loss			(127,690)
Depreciation and amortization			53,722
Interest income			(1,031)
Interest expense			38,756
Income tax expense			2,933
EBITDA			(33,310)
Special items ~~include:~~(1)			149,010
Adjusted EBITDA			115,700



	Threshold	Target	Stretch	Actual
Financial Performance (40%)				170%
Adjusted EBITDA	$25.0mm	$32.0mm	$42.0mm	$39.1mm
Safety Performance (25%)				200%
AAR (17%)	2.50	2.0	0.00	0.00
TRIR (8%)	0.85	0.425	0.00	0.00



Named Executive Officer	2018 Base Salary		Target Bonus (%)		Target Bonus ($)		Stretch Bonus
Christopher Bradshaw President, Chief Executive Officer	$	625,000	150	%	$	937,500	$	1,875,000
Jennifer Whalen Senior Vice President, Chief Financial Officer	262,500		75	%	196,875		393,750
Stuart Stavley Senior Vice President, Operations and Fleet Management	262,500		75	%	196,875		393,750
Paul White Senior Vice President, Commercial	262,500		75	%	196,875		393,750
Grant Newman⁽¹⁾ Senior Vice President, Strategy & Corporate Development	262,500		75	%	65,625		131,250


Performance Metric	Actual Result for Applicable Performance Period	Threshold	Expected (100%)	Target (200%)	Payout (as a % of Target)(4)

Adjusted EBITDA (40%)	< $34 million	$34 million	$40 million	$48 million	0%
Safety (25%)
Air Accident Rate (“AAR”) (17%)(1)	0	2.5	2	0	100	%
Total Recordable Incident Rate (“TRIR”)(8%)(2)	0	0.74	0.37	0
Individual Strategic Goals (35%)	60.3%(3)				Capped at 100%


Named Executive Officer	FY21 PSUs	Stock Options

Christopher S. Bradshaw	$644,164	$915,830
David F. Stepanek	$128,836	$183,170
Alan Corbett	$32,211	$45,795
Crystal L. Gordon	$90,186	$128,220
Jennifer D. Whalen	$286,308	$169,872


Short-Term Performance Metrics			Long-Term Performance Metrics (3-year performance periods)
Adjusted EBITDA (50%)(1)			Stock Appreciation
Measures operating performance from period to period by excluding certain items that management believes are not representative of the Company’s core operating results.			Reinforces the importance of price appreciation and is consistent with our compensation philosophy to align with the long-term interests of our stockholders.
Safety (25%)			Relative Total Stockholder Return (“RTSR”)
Safety is our number one core value and highest operational priority. The safety metric is comprised of two key metrics: (i) air accidents as classified under the industry standard known as International Civil Aviation Organization (ICAO), which includes Class A and Class D air accidents; and (ii) personal injury events as measured by a lost time incident severity rate (“LTISR”).			Measures financial and operational results through our share price, which reflects our current and expected future performance, and directly links a significant portion of executive officer compensation to stockholder value creation.
Strategic (25%)			Cash Return on Invested Capital (“Cash ROIC”)(2)
Measures individual performance for achievement of strategic and operational goals established to support the achievement of the Company’s strategic priorities. In fiscal year 2022, the strategic individual goals include certain ESG (Environmental, Social, and Governance) metrics related to the Company’s commitment to sustainability.			Measures the efficiency with which we allocate capital resources, taking into account not just the quantity of earnings, but also the quality of earnings and investments that drive long-term value creation.



~~SOLICITATION OF PROXIES, VOTING AND REVOCATION~~		1
~~Information About this Proxy Statement and the Meeting~~	1
~~Questions and Answers About Voting Your Shares~~	1
~~Important Notice Regarding the Availability of Proxy Materials for the Meeting to be Held on June 6, 2019~~	3
~~Solicitation and Solicitation Expenses~~	3
~~CORPORATE GOVERNANCE~~	4
~~Board of Directors and Director Independence~~	4
~~Majority Voting~~	4
~~Board Leadership Structure~~	4
~~Executive Sessions~~	5
~~Committees of the Board of Directors~~	5
~~Communications with the Board or Independent Directors~~	8
~~Risk Oversight~~	8
~~Code of Business Conduct and Ethics~~	9
~~Stock Ownership Guidelines~~	9
~~PROPOSAL NO. 1 – ELECTION OF DIRECTORS~~	11
~~Voting~~	12
~~SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERS~~	13
~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~	15
~~EQUITY COMPENSATION PLAN INFORMATION~~	15
~~COMPENSATION OF DIRECTORS~~	15
~~NON-EMPLOYEE DIRECTOR COMPENSATION TABLE~~	16
~~COMPENSATION DISCUSSION AND ANALYSIS~~	17
~~Business Highlights~~	17
~~Compensation Highlights~~	17
~~Compensation Philosophy and Design~~	17
~~Role of Peer Companies~~	18
~~Use of Compensation Consultants~~	19
~~Executive Compensation “Best Practices”~~	19
~~Key Elements of Compensation~~	20
~~Annual Base Salary~~	20
~~Annual Cash Bonus Plan~~	21
~~Equity Compensation~~	24
~~Employment and Other Contracts and Potential Payments Upon Death, Disability, Qualified Retirement, Termination Without Cause or a Change of Control~~	24
~~Other Compensation Plans and Arrangements~~	25
~~Compensation Governance~~	25
~~Compensation Committee Report~~	27
~~EXECUTIVE COMPENSATION TABLES~~	28
~~Summary Compensation Table~~	28
~~Grants of Plan-Based Awards~~	29
~~Outstanding Equity Awards at Fiscal Year-end~~	30
~~Option Exercises and Stock Vested~~	31
~~Potential Payments upon Death, Disability, Qualified Retirement, Termination without “Cause” or a Change of Control~~	32



~~RELATED PERSON TRANSACTIONS~~		33
~~Related Person Transactions Policy~~	33
~~No Certain Relationships and Related Transactions~~	34
~~PROPOSAL NO. 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION~~	35
~~PROPOSAL NO. 3 - ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION~~	36
~~PROPOSAL NO. 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~	37
~~Independent Registered Public Accounting Firm Fee Information~~	37
~~Pre-approval Policy for Services of Independent Registered Public Accounting Firm~~	38
~~AUDIT COMMITTEE REPORT~~	39
~~OTHER MATTERS~~	39
~~ANNUAL REPORT~~	39
~~STOCKHOLDER PROPOSALS FOR 2020 ANNUAL MEETING~~	39
~~HOUSEHOLDING~~	40
~~IMPORTANT VOTING INFORMATION~~	41
~~APPENDIX A - ADJUSTED EBITDA REPORTED RECONCILIATION~~	42


Notice of 2021 Annual Meeting of Stockholders
PROXY STATEMENT SUMMARY			i


Solicitation of Proxies, Voting and Revocation			1
Corporate Governance			8
Committees of the Board of Directors			11
PROPOSAL 1 – ELECTION OF DIRECTORS			20
Executive Officers of the Registrant			26
Securities Ownership			28
Compensation Discussion and Analysis			30
Compensation Committee Report on Executive Compensation			54
Director and Executive Officer Compensation			55
Equity Compensation Plan Information			65
PROPOSAL 2 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			66
PROPOSAL 3 – APPROVAL OF THE 2021 EQUITY INCENTIVE PLAN			67
PROPOSAL 4 – RATIFICATION OF THE COMPANY’S INDEPENDENT AUDITORS			75
Audit Committee Report			77
Other Matters			78
Appendix A – Reconciliation of Non-GAAP Financial Measures			A-1
Appendix B – Bristow Group Inc. 2021 Equity Incentive Plan			B-1



Name	Beneficial Ownership	Percentage of Class
Directors and Named Executive Officers:
Charles Fabrikant⁽¹⁾	670,223	2.99	%
Christopher Bradshaw⁽²⁾	541,877	2.42	%
Stuart Stavley⁽³⁾	163,036	*
Jennifer Whalen⁽⁴⁾	113,122	*
Steven Webster⁽⁵⁾	113,022	*
Paul White⁽⁶⁾	89,794	*
Blaine Fogg⁽⁷⁾	71,668	*
Grant Newman⁽⁸⁾	52,659	*
Ann Fairbanks⁽⁹⁾	37,156	*
Christopher Papouras⁽¹⁰⁾	35,517	*
Yueping Sun⁽¹¹⁾	35,281	*
All current directors and executive officers as a group (12 individuals)⁽¹²⁾	1,993,255	8.88	%
Principal Stockholders:
BlackRock, Inc.⁽¹³⁾ 55 East 52nd Street New York, NY 10055	3,027,243	13.90	%
Wellington Management Company LLP⁽¹⁴⁾ 280 Congress Street Boston, MA 02110	2,149,469	9.88	%
Richard Mashaal⁽¹⁵⁾ Senvest Management, LLC 540 Madison Avenue, 32ND Floor New York, New York 10022	1,938,358	8.91	%
Dimensional Fund Advisors LP⁽¹⁶⁾ Building One 6300 Bee Cave Road Austin, TX 78746	1,774,610	8.16	%
Royce & Associates, LP⁽¹⁷⁾ 745 Fifth Avenue New York, NY 10151	1,577,167	7.25	%
Van Den Berg Management I, Inc.⁽¹⁸⁾ 805 Las Cimas Parkway Suite 430 Austin, TX 78746	1,504,215	6.91	%
The Vanguard Group⁽¹⁹⁾ 100 Vanguard Blvd. Malvern, PA 19355	1,288,621	5.92	%



Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in first Column)
Equity compensation plans approved by security holders⁽¹⁾	203,612	$	19.62	2,457,759⁽²⁾
Equity compensation plans not approved by security holders	—	—		—
Total	203,612	—		2,457,759



Name	Fees Earned or Paid in Cash		Stock Awards⁽¹⁾		Total
Charles Fabrikant	$	228,000	$	60,000	$	288,000
Ann Fairbanks⁽²⁾⁽³⁾	76,000		60,000		136,000
Blaine Fogg⁽²⁾⁽⁴⁾	89,000		60,000		149,000
Christopher Papouras⁽³⁾⁽⁴⁾	100,000		60,000		160,000
Yueping Sun⁽²⁾⁽⁴⁾	74,000		60,000		134,000
Steven Webster⁽³⁾⁽⁴⁾	86,000		60,000		146,000



Named Executive Officer	2017 Salary		Change (%)		2018 Salary		Change (%)		2019 Salary
Christopher Bradshaw President, Chief Executive Officer	$	595,000	5	%	$	625,000	11	%	$	695,000
Jennifer Whalen⁽¹⁾ Senior Vice President, Chief Financial Officer	250,000		5	%	262,500		18	%	310,000
Stuart Stavley Senior Vice President, Operations and Fleet Management	250,000		5	%	262,500		5	%	275,000
Paul White Senior Vice President, Commercial	250,000		5	%	262,500		5	%	275,000
Grant Newman⁽²⁾ Senior Vice President, Strategy & Corporate Development	—		—		262,500		5	%	275,000


~~(2)~~COMPENSATION DISCUSSION AND ANALYSIS			~~Following his appointment effective September 4, 2018, Mr. Newman’s salary was $262,500.~~			1


			The Company’s continued commitment to our Target Zero safety culture resulted in zero air accidents, a 75% reduction in severe injury events, and a 57% year-over-year reduction in lost work days.


◦			~~TRIR~~ ~~is determined by aggregating the total number~~Threshold level of illnesses and injuries as defined by Occupational Safety and Health Administration (“OSHA”) of employees of Era Helicopters, LLC multiplied by 200,000, divided by the total number of hours worked by such employees. performance for Adjusted EBITDA was not met, resulting in no earned amounts for this performance metric.


◦	~~AAR~~ is determined by aggregating the total number of accidents involving helicopters operated by the Company and its consolidated subsidiaries in accordance with the industry standard defined by the Federal Aviation Administration , divided by the aggregated flight hours of the Company and its consolidated subsidiaries, multiplied by 100,000.


~~(1)~~			~~Mr. Newman’s cash bonus opportunity~~Achieved 92% of Threshold performance level for Adjusted EBITDA, which was ~~pro-rated~~required to ~~reflect his partial term~~fund the payment of ~~employment~~any amounts earned for ~~2018.~~individual strategic goals in fiscal year 2021.


Christopher S. Bradshaw President and Chief Executive Officer						Selected Fiscal Year 2021 Performance Highlights •Oversaw an exemplary year of safety during a year filled with many distractions from the closing of the Merger and the COVID-19 pandemic. The Company’s continued focus and commitment to its Target Zero safety culture resulted in zero air accidents, a 75% reduction in severe injury events, and a 57% year-over-year reduction in lost work days; •Drove timely implementation of efficient short-term crisis responses during the COVID-19 pandemic and the severe hurricane season that impacted the Company’s operations in the U.S. Gulf of Mexico during fiscal year 2021; •Led the closing of the Merger and the realization of $30 million of run-rate cost synergies as of March 31, 2021; •Delivered financial flexibility and balance sheet strength to the Company through significant generation of Adjusted Free Cash Flow (excluding Net Capex) after the closing of the Merger ($185 million) and the successful closing of the Company’s private offering of $400 million of senior secured notes; and •Oversaw the integration and development of a new executive leadership team after the Merger, including reorganizations among key roles to support the Company’s vision to be the global leader in innovative and sustainable vertical flight solutions. COMPENSATION DECISIONS In June 2020 following the Merger, the Committee recommended, and the independent members of the Board approved, the following compensation actions with respect to Mr. Bradshaw: •A 3.6% base salary increase to $720,000 to compensate Mr. Bradshaw for his increased global responsibilities following the Merger; •The issuance of an annual equity award with an aggregate grant date value of approximately $1.6 million, which was split equally between FY21 PSUs and stock options; and •Increased the percentage target for long-term incentive compensation that is variable, at risk, and aligned with stockholder interests from 200% to 350%. In May 2021, the Committee recommended, and the independent members of the Board approved, a FY21 STIP payout for Mr. Bradshaw in the amount of $608,055, which represented 75% of his target opportunity under the FY21 STIP.


Named Executive Officers	Base Salary Prior to June 11, 2020	Total Half Year Bonus (January – June)

Christopher S. Bradshaw	$695,000	$443,063
David F. Stepanek	$320,000	$102,000
Crystal L. Gordon	$375,000	$159,375
Jennifer D. Whalen	$310,000	$98,813



	Annual Restricted Stock Grant
Named Executive Officers	2018 Salary		Value as Percentage of Salary		Grant Date Fair Value		Shares Granted⁽¹⁾	One-Time Shares Granted
Christopher Bradshaw President, Chief Executive Officer	$	625,000	150	%	$	937,500	97,050	—
Jennifer Whalen Senior Vice President & Chief Financial Officer	262,500		105	%	275,625		28,533	17,200⁽²⁾
Stuart Stavley Senior Vice President, Operations & Fleet Management	262,500		105	%	275,625		28,533	—
Paul White Senior Vice President, Commercial	262,500		105	%	275,625		28,533	—
Grant Newman Senior Vice President, Strategy & Corporate Development	262,500		—		—		—	22,500⁽³⁾


~~(1)~~Performance Level			~~Shares granted calculated dividing the executive’s respective total equity value by the closing price~~Percentile Rank Relative to Peers			Payout % of ~~the Company’s common stock on March 12, 2018.~~Target(1)(2)


~~(2)~~Maximum	~~Ms. Whalen received an additional one-time equity award in connection with her appointment to Senior Vice President, Chief Financial Officer in February 2018.~~≥ 90th	200%
Target	50th	100%
Threshold	25th	50%
Below Threshold	< 25th	0%


~~(3)~~Bristow Group Inc.			~~Mr. Newman joined the Company on September 4, 2018 and received a one-time, new-hire equity award.~~48			2021 Proxy Statement


Named Executive Officer	FY22 RSUs	FY22 RTSR PSUs(1)	FY22 Cash ROIC PSUs(1)

Christopher S. Bradshaw(2)	$1,259,987	$629,979	$630,008
David F. Stepanek(3)	$399,998	$199,999	$199,999
Alan Corbett(4)	$315,241	$157,606	$157,607
Crystal L. Gordon(5)	$300,013	$149,992	$149,993
Jennifer D. Whalen(6)	$300,013	$149,992	$149,993


Officers			Holding Requirement

CEO			5x annual base salary
Executive Vice President			3x annual base salary
Senior Vice President			2x annual base salary
Vice President			1x annual base salary


Name & Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards(1) ($)	Option Awards(1) ($)	Non-Equity Incentive Plan Compensation(2) ($)	Change in Pension Value & Nonqualified Deferred Compensation Earnings(3) ($)	All Other Compensation(4) ($)	Total ($)

Christopher S. Bradshaw President and Chief Executive Officer	2021	720,000	—	644,164	915,830	829,586	—	20,244	3,129,824
	SP	695,000	—	845,796	—	221,532	—	17,100	1,779,428
	2019	695,000	—	1,216,250	—	1,838,970	—	16,800	3,767,020
	2018	625,000	—	937,503	—	1,421,250	—	16,500	3,000,253
David F. Stepanek(5) Executive VP, Sales and Chief Transformation Officer	2021	400,000	260,000	128,836	183,170	225,159	—	57,232	1,254,397
	SP	320,000	144,000	487,645	—	51,000	—	3,200	1,005,845
Alan Corbett(6) Sr. VP, Europe, Africa, Middle East, Asia and Australia and Search and Rescue	2021	413,542	300,000	32,211	45,795	213,975	—	43,000	1,048,523
Crystal L. Gordon(7) Sr. VP, General Counsel, Head of Government Affairs, and Corporate Secretary	2021	380,000	—	90,186	128,220	299,338	—	37,788	935,532
	SP	375,000	—	325,978	—	79,688	—	9,488	790,154
	2019	375,000	200,000	692,756	—	664,125	—	66,519	1,998,400
Jennifer D. Whalen Sr. VP, Chief Financial Officer	2021	380,000	—	286,308	169,872	203,177	—	12,508	1,051,865
	SP	310,000	—	226,349	—	49,407	—	17,100	602,856
	2019	310,000	—	325,500	—	415,013	—	16,800	1,067,313
	2018	262,500	—	441,781	—	296,395	—	15,239	1,015,915



	Year	Salary		Bonus⁽¹⁾		Stock Awards⁽²⁾		Option Awards⁽²⁾		All Other Compensation⁽³⁾		Total
Christopher Bradshaw	2018	$	625,000	$	1,421,250	$	937,503	$	—	$	16,500	$	3,000,253
President, Chief Executive Officer and Director	2017	595,000		703,112		892,510		—		16,200		2,206,822
	2016	472,500		396,113		975,604		—		15,900		1,860,117
Jennifer Whalen⁽⁴⁾	2018	262,500		296,395		441,781		—		15,239		1,015,915
Senior Vice President, Chief Financial Officer	2017	231,667		117,924		190,323		—		14,874		554,788
	2016	210,000		43,628		129,728		—		14,857		398,213
Stuart Stavley	2018	262,500		290,194		275,629		—		16,281		844,604
Senior Vice President, Operations and Fleet Management	2017	250,000		144,431		262,505		—		16,200		673,136
	2016	225,000		86,109		362,178		—		15,900		689,187
Paul White	2018	262,500		290,194		275,629		—		11,094		839,417
Senior Vice President, Commercial	2017	250,000		144,431		262,505		—		11,417		668,353
	2016	225,000		86,109		362,178		—		9,919		683,206
Grant Newman	2018	86,436		100,406		262,350		—		3,281		452,473
Senior Vice President, Strategy & Corporate Development	2017	—		—		—		—		—		—
	2016	—		—		—		—		—		—


~~(1)~~Bristow Group Inc.			Represents amounts earned in respect of the Company’s annual bonus program. In January 2019, the Compensation Committee eliminated the partial deferral of bonus payments and accelerated the previously deferred portions of the 2016 and 2017 bonuses to be paid at the same time as the 2018 bonus. The acceleration of deferred bonus payments included twenty percent (20%) of the 2016 bonuses and forty percent (40%) of the 2017 bonuses, and included interest on the deferred portions of the bonus at the Company’s borrowing rate at the time of payment, LIBOR plus 225 bps or approximately 4.7% per annum. During the year ended December 31, 2018 the interest that would have accrued at the Company’s current borrowing rate on previously approved bonus amounts that have been deferred totaled $19,715, $4,128, and $4,128, for Messrs. Bradshaw, Stavley and White, respectively, and $2,928 for Ms. Whalen. The amounts paid in respect of these accelerated deferrals are not included as compensation for 2018 as the decision to eliminate the deferred bonus program and the payment of such deferred bonus amounts occurred in 2019.55			2021 Proxy Statement


~~(2)~~DIRECTOR AND EXECUTIVE OFFICER COMPENSATION			The dollar amount of restricted stock set forth in these columns reflects the aggregate grant date fair value of restricted stock awards made during 2018, 2017 and 2016, respectively, in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Note 12 of the Notes to Consolidated Financial Statements included in Item 8 of the Company's Annual Report on Form 10-K filed with the SEC on March 8, 2019. The amounts shown for Ms. Whalen include a grant of 17,200 shares of restricted stock (with a grant date fair value of $166,152) in 2018 in connection with her appointment as Senior Vice President, Chief Financial Officer and a grant of 9,695 shares of restricted stock (with a grant date fair value of $85,316) in 2016 in connection with her appointment as Vice President, Acting Chief Financial Officer. The amount shown for Mr. Newman represents the value of 22,500 shares of restricted stock (with a grant date fair value of $262,350) granted in connection with Mr. Newman’s appointment as Senior Vice President, Strategy & Corporate Development. The amounts shown for the fiscal year ended December 31, 2016 for each of Messrs. Bradshaw, Stavley and White and Ms. Whalen include $320,083, $69,365, $69,365, and $12,708 respectively, representing the value on the date of grant of 30,225, 6,550, 6,550, and 1,200 shares of restricted stock, respectively, awarded to such executive in recognition of voluntarily reducing his or her base salary during 2016 and the incremental reductions to 2016 annual cash bonus awards approved by the Compensation Committee.			1


~~(3)~~Bristow Group Inc.			~~This column includes the Company’s contributions to match the pre-tax effective deferral contributions (included under Salary under the Company’s qualified 401(k) savings plan).~~56			2021 Proxy Statement


~~(4)~~DIRECTOR AND EXECUTIVE OFFICER COMPENSATION			Ms. Whalen has served as Senior Vice President, Chief Financial Officer since February 2018. Ms. Whalen served as Vice President and Chief Accounting Officer since 2013 until her appointment as Vice President, Acting Chief Financial Officer in June 2017.			1


Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards(1) ($)
		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)

Mr. Bradshaw	6/17/2020(2)	—	—	—	—	83,333	83,333	—	644,164
	6/17/2020(3)	—	—	—	—	83,333	83,333	15.76	915,830
	8/4/20204)	253,356	810,740	1,216,110	—	—	—	—	—
Mr. Stepanek	6/17/2020(2)	—	—	—	—	16,667	16,667	—	128,836
	6/17/2020(3)	—	—	—	—	16,667	16,667	15.76	183,170
	8/4/2020(4)	75,068	240,219	360,329	—	—	—	—	—
Mr. Corbett	6/17/2020(2)	—	—	—	—	4,167	4,167	—	32,211
	6/17/2020(3)	—	—	—	—	4,167	4,167	15.76	45,795
	8/4/2020(4)	89,156	285,300	427,949	—	—	—	—	—
Ms. Gordon	6/17/2020(2)	—	—	—	—	11,667	11,667	—	90,186
	6/17/2020(3)	—	—	—	—	11,667	11,667	15.76	128,220
	8/4/2020(4)	89,144	285,260	427,890	—	—	—	—	—
Ms. Whalen	9/16/2020(2)	—	—	—	—	11,667	11,667	—	286,308
	9/16/2020(3)	—	—	—	—	11,667	11,667	24.54	169,872
	8/4/2020(4)	64,071	205,027	307,541	—	—	—	—	—
Mr. White	6/17/2020(2)	—	—	—	—	—	—	—	—
	6/17/2020(3)	—	—	—	—	—	—	—	—
	8/4/2020(4)	—	—	—	—	—	—	—	—



Named Executive Officers	Approval Date	Grant Date	Number of Shares⁽¹⁾	Grant Date Fair Value⁽²⁾
Christopher Bradshaw President and Chief Executive Officer	2/21/2018	3/12/2018	97,050	$	937,503
Jennifer Whalen Senior Vice President, Chief Financial Officer	2/21/2018 2/21/2018	3/12/2018 3/12/2018	28,533 17,200	275,629 166,152
Stuart Stavley Senior Vice President, Operations & Fleet Management	2/21/2018	3/12/2018	28,533	275,629
Paul White Senior Vice President, Commercial	2/21/2018	3/12/2018	28,533	275,629
Grant Newman⁽³⁾ Senior Vice President, Strategy & Corporate Development	7/30/2018	9/4/2018	22,500	262,350


~~(1)~~Bristow Group Inc.			The amounts set forth in this column reflect the number of shares of restricted stock granted in 2018. These awards vest in equal installments on each of the first three anniversaries of the grant date. Restricted stock awards vest immediately upon the death, disability, qualified retirement, termination of the employee by the Company “without cause,” or the occurrence of a “change-in-control” of the Company.57			2021 Proxy Statement


~~(2)~~DIRECTOR AND EXECUTIVE OFFICER COMPENSATION			The grant date fair value of restricted stock awards set forth in this columns reflects the aggregate grant date fair value calculated in accordance with the FASB ASC Topic 718 without regard to forfeitures. Discussion of the policies and assumptions used in the calculation of the grant date fair value are set forth in Note 12 of the Notes to Consolidated Financial Statements included in Item 8 of the Company's Annual Report on Form 10-K filed with the SEC on March 8, 2019.			1