Struggling helicopter co. issues millions of dollars in exec retention payments
By Chris Mathews
Reporter, Houston Business Journal
May 8, 2019, 2:59pm CDT
Updated May 8, 2019, 4:45pm ED
Houston-based Bristow Group Inc. (NYSE: BRS) issued over $2 million in retention payments to nine employees May 3.
The helicopter company is undertaking a strategic financial review that could include filing for Chapter 11 bankruptcy protection and is at risk of being delisted from the New York Stock Exchange, among other issues.
Bristow Group President and CEO L. Don Miller received a retention payment of $945,000, according to a May 7 filing with the U.S. Securities and Exchange Commission. Brian J. Allman, senior vice president and CFO, received a $400,000 payment, per the filing. Robert Phillips, senior vice president for the Americas, and Alan Corbett, senior vice president for Europe, Africa, Middle East and Asia, each received retention payments of $390,000, per the filing.
The five other retention payment recipients and their respective payment totals were not listed in the SEC filing. At a minimum, the recent payments represent a total of nearly $2.13 million.
Bristow Group wrote in the filing that the payments were part of an effort to "enhance the company’s ability to attract, retain and incentivize employees necessary to maximize the value of the business." Bristow issued the following statement to the Houston Business Journal regarding its compensation program:
"Bristow Group’s Compensation Committee, with the advice of our advisors, has structured this customary program in order to incentivize safety, operational and financial performance, and the retention of key executives as we explore strategic financial alternatives to strengthen our long-term capital position. The ongoing focus and dedication of our executive team as we continue to navigate a challenging operating environment is paramount to our success."
While the company issued retention payments to its executives last week, Bristow Group is dealing with several other issues. In an April 15 SEC filing, Bristow Group indicated that it would consider Chapter 11 bankruptcy as it reviews strategic and financial alternatives. On May 7, the company disclosed that it was at risk of being delisted from the New York Stock Exchange because its average closing stock price for a 30-day period had fallen below $1 per share — Bristow has six months to regain compliance. The company previously said that it would delay its most recent quarterly report and will use the 30-day grace period to delay making a debt payment. That payment was due April 15.
Bristow Group also faces upheaval from an activist investor. Wisconsin-based Global Value Investment Corp., an investment research and advisory firm and the beneficial owner of 245,940 shares of Bristow’s common stock, nominated four new directors to the Bristow board and called for the immediate resignation of four current board members in an April 24 proxy statement. In a May 8 filing, GVIC claimed that Bristow Group's debt increased from $864.42 million to over $1.4 billion from March 31, 2015, to Sept. 30, 2018. Miller served as the company's CFO from August 2015 until he was promoted to CEO in late February, according to the Bristow Group website.
The value of Bristow Group's stock has also dwindled in recent years. With a 52-week high value of $18.91 per share, the company's stock was around 37 cents at the time of publication.
On Feb. 11, Bristow and Oregon-based Columbia Helicopters Inc. called off a deal in which the former would have acquired the latter for $560 million.