Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
On September 16, 2020, Bristow Group Inc. (the "Company") appointed Jennifer D.
Whalen, who has been serving as the Company's interim Senior Vice President,
Chief Financial Officer, as Senior Vice President, Chief Financial Officer. Ms.
Whalen will continue to serve as the Company's principal financial officer in
this permanent position.
Ms. Whalen, age 46, has served as the Company's interim Senior Vice President,
Chief Financial Officer since the merger of a wholly owned subsidiary of the
Company with Bristow Holdings U.S. Inc. (formerly known as Bristow Group Inc.)
in June 2020. Prior to that, she served as the Company's Senior Vice President,
Chief Financial Officer from February 2018 to June 2020; Vice President, Acting
Chief Financial Officer from June 2017 to February 2018; and Vice President,
Chief Accounting Officer from August 2013 to June 2017. Ms. Whalen joined the
Company 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 Bachelor of Science degree in
Accounting from Alabama A&M University and a master's degree in Accounting from
the University of Southern California.
In connection with her appointment as Senior Vice President, Chief Financial
Officer, the Compensation Committee (the "Committee") of the Board of Directors
(the "Board") of the Company recommended, and the Board approved, adjustments to
Ms. Whalen's annual base salary and target bonus opportunity under the annual
cash bonus plan for fiscal year 2021 previously recommended by the Committee and
approved by the Board. Effective September 1, 2020, Ms. Whalen's annual base
salary will be adjusted from $310,000 to $380,000, her target bonus opportunity
for the current fiscal year will be 75% of her then current base salary and her
annual equity grant target under the Company's long-term equity incentive
programs shall be 150% of her then current base salary. In addition, on
September 16, 2020, Ms. Whalen was granted a one-time equity award consisting of
11,667 shares of performance-vested restricted stock units and 11,667 stock
options. The equity awards were issued pursuant to the terms of the Company's
2012 Share Incentive Plan and the form of award agreement previously approved by
the Board.
Ms. Whalen will continue to be eligible to participate in the Company's other
benefits, and no other adjustment will be made to her compensation arrangements
in connection with her appointment as Senior Vice President, Chief Financial
Officer.
The selection of Ms. Whalen to serve as the Company's Senior Vice President,
Chief Financial Officer was not made pursuant to any arrangement or
understanding with respect to any other person. In addition, there are no family
relationships between Ms. Whalen and any director or other executive officer of
the Company, and there are no related persons transactions (within the meaning
of Item 404(a) of Regulation S-K) involving Ms. Whalen and the Company and/or
its subsidiaries.
Item 7.01. Regulation FD Disclosure.
On September 16, 2020, the Company issued a press release announcing the
appointment of Ms. Whalen as the Company's Senior Vice President, Chief
Financial Officer. A copy of the press release is furnished as Exhibit 99.1
hereto and is incorporated by reference herein.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and shall not be incorporated by reference into
any filings made by the Company under the Securities Act of 1933, as amended
(the "Securities Act"), or the Exchange Act, except as may be expressly set
forth by specific reference in such filing.
Item 8.01.  Other Events.
On September 16, 2020, the Board authorized a stock repurchase plan providing
for the repurchase of up to $75 million of the Company's common stock.
Repurchases under the program may be made in the open market, including pursuant
to a Rule 10b5-1 plan, by block repurchases, in private transactions (including
with related parties) or otherwise, from time to time, depending on market
conditions. The repurchase program does not require the Company to acquire any
specific number of shares and may be terminated or suspended at any time.
A copy of the Company's press release announcing the share repurchase program is
furnished as Exhibit 99.1 and is incorporated by reference herein.


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The information contained in this Item 8.01 and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, and shall not be incorporated by reference into any filings made by the Company under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.




Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit
No.          Description
99.1           Press Release, dated September 16, 2020.
104          Cover Page Interactive Data File - the cover page XBRL tags are
             embedded within the Inline XBRL document.







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                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




                                         BRISTOW GROUP INC.
Date: September 16, 2020                 By:   /s/ Crystal L. Gordon
                                               Crystal L. Gordon
                                               Senior Vice President, General
                                               Counsel and Corporate Secretary

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