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p.m. Eastern time. You will be able to attend the meeting online, vote your shares and submit questions during the meeting by visiting the website listed above. In order to join the Annual Meeting, you will need to have the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials (or in other communications you may have received from the broker, bank or other nominee in whose name your shares are held). The 5, 2019 2, 2021You areinvitedinvite you to attend the Annual Meeting of Stockholders (the “Annual Meeting”“Annual Meeting”) of International Seaways, Inc. (the “Company”“Company” or “INSW”“INSW”), towhich will be held “virtually” via live webcast at Club 101, Kenilworth Room, 101 Park Avenue, New York, New York,www.virtualshareholdermeeting.com/INSW2021, on Wednesday, June 5, 2019,2, 2021, at 2:00 P.M.meetingAnnual Meeting will be held online only, and will be held for the following purposes:(1) (1)To elect nineElecting the eight directors the names of whom are set forthnamed in the accompanying Proxy Statement, each to serve until the Company’s Annual Meetingannual meeting of the Company to be held in 2020;2022;(2) (2)To ratifyRatifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019;2021; and(3) (3)To approve,Approving, by advisory vote, the compensation of the Named Executive Officers for 2018 (as2020 as described in the accompanying Proxy Statement); andproxy statement.(4)To transact such other business as may properly be brought before the meeting.StockholdersOnly stockholders of record at the close of business on April 10, 201919, 2021 are the only stockholders entitled to notice of, and to vote at, the Annual Meeting.
We are utilizing the Securities and Exchange Commission rules that allow issuers to furnish certain proxy materials to their stockholders over the Internet. We believe these rules allow us to provide stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. If you received a printed copy of the materials, we have enclosed a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 with this notice and the accompanying Proxy Statement.
Your vote and that your shares be represented at the meeting are both very important. We urge you to vote as soon as possible by telephone, over the Internet or by marking, signing and returning your proxy or voting instruction card, even if you plan to attend the Annual Meeting in person. If you attend the meeting and wish to vote in person, you may withdraw your proxy and vote in person. Your prompt consideration is greatly appreciated.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OFPROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON JUNE 5, 2019
The Notice of Annual Meeting of Stockholders of the Company to be held on June 5, 2019, the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders and the Annual Report on Form 10-K for the fiscal year ended December 31, 2018 are available at http://www.intlseas.com/Docs.
INTERNATIONAL SEAWAYS, INC.600 Third Avenue, 39th FloorNew York, New York 10016
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of International Seaways, Inc. (the “Company” or “INSW”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 5, 2019 at 2:00 p.m. local time, or any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held at Club 101, Kenilworth Room, 101 Park Avenue, New York, New York.
Any stockholder giving a proxy may revoke it at any time before it is exercised at the meeting. This Proxy Statement and the accompanying proxy will first be sent to stockholders on or about April 25, 2019.
Record Date, Shares Outstanding and Voting
Only stockholders of record at the close of business on April 10, 2019 (the “record date”) will be entitled to vote at the Annual Meeting. As of the record date, the Company had one class of voting securities, its Common Stock, of which 29,222,068 shares were outstanding on the record date and entitled to one vote each (the “Common Stock”).
All shares represented by the accompanying proxy, if it is duly executed and received by the Company at or prior to the meeting, will be voted at the meeting in accordance with the instructions provided therein. If no instructions are provided, the proxy will be voted (1) FOR the election of directors, (2) FOR ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019,2021 and (3) FOR approval, in an advisory vote, of the compensation for 20182020 of the executive officers named in the Summary Compensation Table in this Proxy Statement (each, a “Named“Named Executive Officer”Officer” and collectively, the “NEOs””NEOs”), as described in “Compensation Discussion and Analysis” section and in the accompanying compensation tables and narrative in this Proxy Statement.
virtually.
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the shares. NYSE rules prohibit brokers from voting on the election of directors, executive compensation and other non-routine matters without receiving instructions from the beneficial owner of the shares. In the absence of instructions, the shares are viewed as being subject to “broker non-votes.” “Broker non-votes” will be counted for quorum purposes (as they are present and entitled to vote on the ratification of the appointment of Ernst & Young LLP) but will not affect the outcome of any other matter being voted upon at the Annual Meeting. Under current applicable rules, unless provided with voting instructions, a broker cannot vote shares of Common Stock for the election of directors or on the advisory vote concerning the approval of the compensation of the NEOs for 2018.
As all2020.
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| | Fees earned or Paid in Cash ($)(1) | | | Stock Awards ($)(2) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total ($) | |
Timothy J. Bernlohr | | | 106,500 | | | 100,000 | | | — | | | — | | | 206,500 |
Ian T. Blackley | | | 87,936 | | | 100,000 | | | — | | | — | | | 187,936 |
Randee E. Day | | | 104,620 | | | 100,000 | | | — | | | — | | | 204,620 |
David I. Greenberg | | | 103,000 | | | 100,000 | | | — | | | — | | | 203,000 |
Joseph I. Kronsberg(3) | | | 80,000 | | | 100,000 | | | — | | | — | | | 180,000 |
Ty E. Wallach | | | 90,000 | | | 100,000 | | | — | | | — | | | 190,000 |
Douglas D. Wheat | | | 172,000 | | | 220,000 | | | — | | | — | | | 392,000 |
Gregory A. Wright(4) | | | 79,875 | | | 100,000 | | | — | | | — | | | 179,875 |
(1) | Consists of annual Board fees, annual Board Chairman and annual Chairman of the Audit, Compensation and Governance Committees fees, and annual committee member fees. |
(2) | Stock awards are calculated at grant date fair value in accordance with FASB Topic 718. |
(3) | In accordance with Mr. Kronsberg’s instruction, all compensation for his service as a director was paid to his employer, CCP. |
(4) | Mr. Wright resigned from the Board of the Company on July 8, 2020. The Board vested his restricted share award as of the date of his separation. |
Proxy Statement. Mergers and other business combinations may be approved by the affirmative vote of holders of a majority of outstanding shares of Common Stock (unless the transaction would require the amendment of any provision of the Company’s Articles of Incorporation or By-laws requiring a greater percentage to amend).
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Management is responsible for assessing all the risks and related mitigation strategies for all material projects and initiatives of the Company prior to being submitted for consideration by the Board.
INSW recognizes that greenhouse gas (“GHG”) emissions, which are largely caused by burning fossil fuels, contribute to the warming of the global climate system. The tanker industry, which is heavily dependent on the burning of fossil fuels, faces the dual challenge of reducing its carbon footprint by transitioning to the use of low-carbon fuels while extending the economic and social benefits of delivering energy to consumers across the globe. The Company welcomes and supports efforts, such as those led by the Task Force on Climate-related Financial Disclosures (“TCFD”), to increase transparency and to promote investors’ understanding of how INSW and its industry peers are addressing the climate change-related risks and opportunities particular to the industry in which the Company operates.
The Board annually reviews relationships that directors may have with the Company to make a determination of whether there are any material relationships that would preclude a director from being independent. See “— Related Party Transactions” below.
2020, which was held “virtually” via live webcast.
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correspondence is addressed has requested that the Corporate Secretary forward correspondence unopened. Unless the context otherwise requires, the Corporate Secretary will provide any communication addressed to the Board to the director most closely associated with the nature of the request based on Committee membership and other factors.
Code of
a timely basis.
The Company entered into several related party transactions in 2016 with OSG, the former parent corporation of the Company. These transactions are described in Note 12, “Related Parties,” to the audited financial statements of the Company for 2018 included in the 2018 Annual Report.
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The Company has three standing committees of its Board: the Audit Committee, the Governance Committee and the Compensation Committee. Each of the Board committeecommittees has a charter that is posted on the Company’s website at https://www.intlseas.com/investor-relations/documents/ and is available in print upon request.
2020.
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As part of its annual assessment of Board size, structure and composition, the Governance Committee evaluates the extent to which the Board as a whole satisfies the foregoing criteria. The Governance Committee believes that the current directors have the requisite character, integrity, expertise, skills, and knowledge to oversee the Company’s business in the best interests of the Company’s stockholders and does not believe at this time that the long-term goal of greater Board diversity is sufficient to merit replacing existing directors.
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The tables below set forth certain beneficial ownership information with respect to certain individuals and stockholders. Except as disclosed in the notes to these tables and subject to applicable community property laws, the Company believes that each beneficial owner identified in the table possesses sole voting and investment power over all Common Stock shown as beneficially owned by the beneficial owner.
Beneficial ownership for the purposes of the following tables is determined in accordance with the rules and regulations of the SEC. Those rules generally provide that a person is the beneficial owner of shares if such person has or shares the power to vote or direct the voting of shares, or to dispose or direct the disposition of shares or has the right to acquire such powers within 60 days. For purposes of calculating each person’s percentage ownership, shares of Common Stock issuable pursuant to options exercisable within 60 days (including out of the money options) are included as outstanding and beneficially owned for that person, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The percentage of beneficial ownership is based on 29,222,068 shares of the Company’s Common Stock outstanding as of the record date (April 10, 2019), and excludes any treasury stock.
Directors and Executive Officers
The table below sets forth information as to each director, director nominee and Named Executive Officer listed in the Summary Compensation Table in this Proxy Statement, and includes the amount and percentage of the Company’s Common Stock of which each director, director nominee, each Named Executive Officer, and all directors, directors nominees and executive officers as a group, was the “beneficial owner” (as defined in regulations of the SEC) on the record date, all as reported to the Company. The address of each person identified below as of the date of this Proxy Statement is c/o International Seaways, Inc., 600 Third Avenue, 39th Floor, New York, New York 10016.
Shares of Common Stock Beneficially Owned(1) | ||||||
Name | Number | Percentage | ||||
Directors/Nominees | ||||||
Doug Wheat | 37,577 | (2) | 0.1 | % | ||
Timothy J. Bernlohr | 20,635 | (3) | * | |||
Randee E. Day | 8,006 | (3) | * | |||
David I. Greenberg | 10,362 | (3) | * | |||
Ian T. Blackley | 18,679 | (3) | * | |||
Joseph I. Kronsberg(4) | — | * | ||||
Ty E. Wallach | 4,544 | (5) | * | |||
Gregory A. Wright | 20,635 | (3) | * | |||
Lois K. Zabrocky | 94,235 | (6) | 0.3 | % | ||
Named Executive Officers (other than Ms. Zabrocky who is listed above with the other Directors/Nominees) | ||||||
Jeffrey D. Pribor | 94,279 | (7) | 0.3 | % | ||
James D. Small III | 139,727 | (8) | 0.5 | % | ||
Derek G. Solon | 11,848 | (9) | * | |||
William F. Nugent | 11,414 | (10) | * | |||
All Directors, Director Nominees and Executive Officers as a Group (14 Persons) | 477,171 | (11) | 1.6 | % |
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grant was made to CCP pursuant to agreements between CCP and Mr. Kronsberg under which CCP is required to receive all compensation in connection with Mr. Kronsberg’s directorship. Mr. Kronsberg disclaims beneficial ownership of all Company securities held by CCP except to the extent of his pecuniary interest therein, if any.
Set forth below is information regarding stockholders of the Company’s Common Stock that are known by the Company to have been “beneficial owners” (as defined in regulations of the SEC) of 5% or more of the outstanding shares of the Common Stock as of the record date. The information with respect to beneficial ownership by the identified stockholders was prepared based on information supplied by such stockholders in their filings with the SEC.
Shares of Common Stock Beneficially Owned* | ||||||
Name | Number | Percentage | ||||
BlackRock, Inc.(1) | 1,616,320 | 5.5 | % | |||
Cobas Asset Management, SGIIC, SA(2) | 4,288,360 | 14.7 | % | |||
Cyrus Funds(3) | 4,017,582 | 13.7 | % | |||
Dimensional Fund Advisors LP(4) | 1,539,150 | 5.3 | % | |||
Donald Smith & Co., Inc.(5) | 2,545,533 | 8.7 | % | |||
Paulson Funds(6) | 2,019,327 | 6.9 | % | |||
The Vanguard Group(7) | 1,589,274 | 5.4 | % |
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Section 16(a) Beneficial Ownership Reporting Compliance
Under the securities laws of the United States, the Company’s directors, executive officers and any persons holding more than 10 percent of the Company’s common stock are required to report their ownership of common stock and any changes in that ownership, on a timely basis, to the SEC. Directors, executive officers and beneficial owners of more than 10% of the common stock are also required to furnish the Company with copies of all Section 16(a) reports that they file with the SEC. Based on material provided to the Company, all such reports were filed on a timely basis in 2018, except (1) Paulson & Co. Inc. filed late reports disclosing the sale of shares with respect to six dates and (2) various corrective amendments were filed during the year.
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ELECTION OF DIRECTORS (PROPOSAL NO. 1)
The nine nominees for election at the forthcoming meeting, all of whom are current directors of the Company, are listed below. These nominees were selected by the Board upon the recommendation of the Corporate Governance and Risk Assessment Committee (the “Governance Committee”). Unless otherwise directed, the proxy will be voted for the election of these nominees, to serve until the 2020 Annual Meeting and until their successors are elected and qualify.
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The Board recommends a vote “FOR” the election of each of the nominees for director named in this Proxy Statement.
The Board has determined that each of the director nominees other than Mr. Blackley and Ms. Zabrocky is independent within the meaning of the applicable rules of the SEC and the listing standards of the NYSE, and that each of the director nominees other than Messrs. Blackley and Kronsberg and Ms. Zabrocky is independent under the rules of the SEC and the NYSE relating to audit committees. See “Information About the Board and Corporate Governance — Independence” below.
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During 2018, the Company’s non-executive Chairman of the Board received an annual cash retainer of $172,000 and each of the Company’s other non-employee directors received an annual cash retainer of $80,000, except as described below. The Chairman of each of the Audit Committee, the Compensation Committee and the Governance Committee received an additional cash retainer of $20,000, $20,000 and $13,000 respectively. Each member of the three committees (other than the committee Chairman) received an additional cash retainer of $10,000, except that members of the Governance Committee received an additional cash retainer of $6,500. No director earned any fee for attending any Board meeting or Board committee meeting. The Company reimburses directors for their reasonable travel and lodging expenses in attending in-person Board and Board committee meetings.
Mr. Kronsberg has instructed the Company to pay all cash compensation (cash and equity) for his service as a director to his employer, CCP, at this time. Until July 20, 2018, Mr. Wallach was an employee of Paulson & Co. Inc. and he had previously agreed to waive all compensation (cash and equity) for his service as a director for such period. From July 21, 2018, Mr. Wallach and the Company agreed that Mr. Wallach would receive the same compensation (cash and equity) as any other non-employee director.
Under the International Seaways, Inc. Non-Employee Director Incentive Compensation Plan (the “Director Plan”), the Board has discretion to grant various types of equity-based awards to directors. On May 25, 2018, the Board granted the non-Executive Chairman of the Board 9,667 shares of Common Stock having a fair market value of $180,000 and granted each other non-employee director, except as described above, and Mr. Kronsberg’s employer, CCP (and not Mr. Kronsberg), 5,370 shares of Common Stock having a fair market value of $100,000, in each case vesting on the earlier of (a) May 24, 2019 and (b) the date of the Annual Meeting of Stockholders of the Company in 2019, subject to the director continuing to provide services to the Company as of such date.
On August 20, 2018, the Board granted Mr. Wallach 4,544 shares of Common Stock having a fair market value of $90,289, representing his pro rata share of the annual equity award for the 2018-2019 period, vesting on the earlier of (a) May 24, 2019 and (b) the date of the Annual Meeting of Stockholders of the Company in 2019, subject to Mr. Wallach continuing as a director as of such date.
On October 31, 2018, the Board determined that beginning on such date the Compensation Committee would administer the Director Plan. On November 6, 2018, the Compensation Committee, based upon consideration of information provided by the Compensation Committee’s independent advisors, decided to increase the annual equity compensation of the non-Executive Chairman of the Board from $180,000 to $220,000 effective as of such date and granted him 1,070 additional shares of Common Stock, representing his pro rata share of the equity compensation increase for the 2018-2019 period, vesting on the earlier of (i) May 24, 2019 and (ii) the date of the Annual Meeting of Stockholders of the Company in 2019, subject to the Chairman continuing as a director as of such date.
The following table shows the total compensation paid to the Company’s non-employee directors during 2018:
Fees earned or Paid in Cash ($)(1) | Stock Awards ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||
Timothy J. Bernlohr | 106,500 | 100,000 | — | — | 206,500 | ||||||||||
Ian T. Blackley | 80,000 | 100,000 | — | — | 180,000 | ||||||||||
Randee E. Day | 100,000 | 100,000 | — | — | 200,000 | ||||||||||
David I. Greenberg | 103,000 | 100,000 | — | — | 203,000 | ||||||||||
Joseph I. Kronsberg(2) | 80,000 | 100,000 | — | — | 180,000 | ||||||||||
Ty E. Wallach(3) | 40,108 | 90,289 | — | — | 130,397 | ||||||||||
Douglas D. Wheat(4) | 172,000 | 203,828 | — | — | 375,828 | ||||||||||
Gregory A. Wright | 106,500 | 100,000 | — | — | 206,500 |
All directors’ cash compensation is payable quarterly in advance.
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Director Stock Ownership Guidelines
The Company encourages stock ownership by directors in order to align interests of directors with the long-term interests of the Company’s stockholders. To further stock ownership by directors, the Board believes that regular grants of equity compensation should be a significant component of director compensation.
The Board has adopted stock ownership guidelines for non-employee directors. Under the stock ownership guidelines, each non-employee director is expected within five years after becoming a director to own shares of the Company’s common stock (including restricted stock units convertible into shares of stock and stock owned by his spouse and minor children), whose market value would equal at least three times his annual cash base retainer.
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| | International Seaways, Inc. Audit Committee: | |
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| | David I. Greenberg | |
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In accordance with the rules of the SEC, this Audit Committee report does not constitute “soliciting material” and shall not be incorporated by reference in any filings with the SEC made pursuant to the 1933 Act or the 1934 Act and shall not otherwise be deemed filed under such Acts.
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2)
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3)
The Compensation Committee and the Board believe that the design of the executive compensation program, and hence the compensation awarded to the Named Executive Officers, fulfills these objectives.
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Until November 30, 2016, INSW was a wholly-owned subsidiary of OSG. On November 30, 2016, OSG completed the spin-off of INSW (the “Spin-Off”) as a newly independent public company. Although INSW’s compensation policies prior to the Spin-Off were substantially the same as those of OSG, in 2017 the Compensation Committee had developed an independent set of policies and practices to support the Company’s compensation philosophy and strategy.
(described below).
Incumbent | | | NEOs Position |
Lois K. Zabrocky | | | President and Chief Executive Officer |
Jeffrey D. Pribor | | | Chief Financial Officer (“ |
James D. Small III | | | Chief Administrative Officer, Senior Vice President, General Counsel & Secretary |
Derek G. Solon | | | Vice President (Chief Commercial Officer) |
William F. Nugent | | | Vice President (Head of Ship Operations) |
All of the NEOs were employees of INSW throughout 2018.
2018 Performance Highlights
Fleet Renewal
Financial Results
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Say-on-Pay Results
when evaluating INSW’s executive compensation program and policies.
INSW
COMPENSATION PROGRAM OBJECTIVES | | |||||||||
Overall | | | • | | | Attract, motivate, retain and reward highly-talented executives and managers, whose leadership and expertise are critical to our overall growth and success. | ||||
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| | • | | | Align the interests of our executives with those of our stockholders. | |||||
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| | • | | | Support the long-term retention of the Company’s executives to maximize opportunities for teamwork, continuity of management and overall effectiveness. | |||||
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| | • | | | Compensate each executive competitively (1) within the marketplace for talent in which we operate; (2) based upon the scope and impact of his or her position as it relates to achieving our corporate goals and objectives; and (3) based on the potential of each executive to assume increasing responsibility within the Company. | |||||
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| | • | | | Discourage excessive and imprudent risk-taking. |
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| | • | | | Structure the total compensation program to reward the achievement of both the short-term and long-term strategic objectives necessary for sustained optimal business performance. | | ||||||
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Pay Mix Objectives | | | • | | | Provide a mix of both fixed and variable (“at-risk”) compensation, each of which has a different time horizon and payout form (cash and equity), to reward the achievement of annual and sustained, long-term performance. For the 2020 fiscal year, the pay mix at target for the Chief Executive Officer and the average for the other NEOs is displayed below. | | | ||||
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Pay-For-Performance Objectives | | | • | | | Use our incentive compensation program and plans to align the interests of our executives with those of our stockholders by linking incentive compensation rewards to the achievement of performance goals that maximize stockholder value by: | ||||||
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| | | | – | | | Ensuring our compensation programs are consistent with, and supportive of, our short-term and long-term strategic, operating and financial objectives. | |||||
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| | | | – | | | Placing a significant portion of our executives’ compensation at risk, with payouts dependent on the achievement of both corporate and individual performance goals, which are set annually by the Compensation Committee. | |||||
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| | | | – | | | Encouraging balanced performance by employing a variety of performance measures to avoid over-emphasis on the short-term or any one metric. | |||||
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| | | | – | | | Applying judgment and reasonable discretion in making compensation decisions to avoid relying solely on formulaic program design, taking into account both what has been accomplished and how it has been accomplished in light of the existing commercial environment. | |
WHAT WE | | | |
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Stock Ownership Guidelines | | | We maintain, and track progress against stock ownership guidelines for our executives and directors. |
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Anti-Hedging and Anti-Pledging Policies | | | We maintain policies and procedures for transactions in the Company’s securities that are designed to ensure compliance with all insider trading rules and that prohibit all hedging, pledging and short-selling of our stock by all officers and employees. |
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Compensation Recoupment (“ | | | All of our incentive compensation plans and the terms of our equity agreements provide that the Compensation Committee may seek reimbursement of incentives paid or equity-related proceeds provided to an executive officer if it is later determined that the executive officer engaged in misconduct, acted in a manner contrary to the Company’s interest or breached a non-competition agreement. |
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WHAT WE DO NOT | | | |
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Excise Tax Gross-Ups | | | We do not provide for excise tax gross-ups. |
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Supplemental Executive Retirement Plans | | | We do not provide any SERPs, and our legacy SERP was frozen to new participants in November 2012. In 2020, the Human Resources and Compensation Committee resolved to terminate the INSW legacy SERP. |
Roles in Setting Executive Compensation
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2018Consideration of Compensation Peer Group
The Peer Group for 2018 consisted of 13 publicly traded oil, shipping and transportation companies, with a significant international focus, total revenues between $100 million and $2.3 billion, and median revenues of approximately $830 million. The 2018 Peer Group remained the same as the 2017 Peer Group except that Gener8 Maritime, Inc. was removed from the group during the course of 2018 after it was acquired by Euronav NV in June 2018. The following 13 companies comprised the 2018 Peer Group:
At the end of 2018, a decision was made to reassess the Peer Group for 2019.
2019 Peer Group
For 2019, the INSW Compensation Committee approved a revised Peer Group consisting of 12 publicly traded oil, shipping and maritime offshore companies, again, with a significant international focus, with total revenues for 2017 between $166.5 million and $2.2 billion, and median revenues of approximately $476.8 million. The following 12 companies comprise the 2019 Peer Group:
While the Compensation Committee believes the data derived from any peer group is helpful, it also recognizes that benchmarking is not necessarily definitive in every case.case, as there are unique aspects of company performance – for example, work relating to strategic initiatives – that may not apply to peer companies or be apparent based on benchmarking comparisons. Furthermore, the Peer Group is limited to those companies for which executive compensation data is publicly available, which necessarily eliminates some of INSW’s closest competitors that are privately held and/or incorporated in jurisdictions that do not require public disclosure of executive compensation. The Compensation Committee, therefore, uses the information from the Peer Group for informational and analytical purposes, but does not make compensation decisions based solely on this market data. With this in mind, INSW augments the Peer Group data with publicly-available survey data, and uses all compensation data in conjunction with annual assessments of corporate and individual performance to make recommendations and decisions on the compensation arrangements applicable to the Company’s NEOs.
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DHT Holdings, Inc. | | | Genesis Energy, L.P. |
Diamond S Shipping Inc. Dorian LPG Ltd. | | | Kirby Corporation Matson, Inc. |
Eagle Bulk Shipping Inc. | | | SEACOR Holdings Inc. |
Euronav NV | | | SEACOR Marine Holdings Inc. |
Genco Shipping & Trading Limited | | | Tidewater Inc. |
INSW seeks to provide competitive “fixed” compensation in the form of base salary while emphasizing a pay for performancepay-for-performance culture in which we place a larger portion of total compensation “at-risk” in the form of annual performance-based cash incentives (which will only be paid if INSW achieves specified performance goals) and long-term equity incentives (which vest over a multi-year period and, in certain cases, also depend on the achievement of specific performance goals).
The following table summarizes 20182020 base salaries for our NEOs.
Name | Position | 2018 Salary | ||
Lois K. Zabrocky | President and Chief Executive Officer | $ | 600,000 | |
Jeffrey D. Pribor | Senior Vice President, CFO and Treasurer | $ | 450,000 | |
James D. Small III | Chief Administrative Officer, Senior Vice President, General Counsel & Secretary | $ | 475,000 | |
Derek G. Solon | Vice President (Chief Commercial Officer) | $ | 285,475 | |
William F. Nugent | Vice President (Head of Ship Operations) | $ | 273,500 |
Name | | | Position | | | 2020 Salary |
Lois K. Zabrocky | | | President and Chief Executive Officer | | | $675,000 |
Jeffrey D. Pribor | | | Chief Financial Officer, Senior Vice President and Treasurer | | | $510,000 |
James D. Small III | | | Chief Administrative Officer, Senior Vice President, General Counsel & Secretary | | | $485,000 |
Derek G. Solon | | | Vice President (Chief Commercial Officer) | | | $320,000 |
William F. Nugent | | | Vice President (Head of Ship Operations) | | | $320,000 |
20182020 Annual (Cash) Incentive Plan
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available to all employees, is intended to focus our NEOs on our critical, short-term financial and operational goals. As in past years, the financial performance measure for 20182020 was ESO. ESO is a non-GAAP measure defined as income from vessel operations before depreciation and amortization, gains and losses from vessel sales (including impairments), stock compensation expenses and third-party debt modification fees, reduced by expenditures for drydockings and vessel expenditures, which we use for compensation purposes. ESO for INSW was income of $159.2 million in 2020. The NEO awards were also based on quantifiable measures of our performance inagainst corporate metrics, business/operational metrics (including safety) and, in addition to individual factors.
performance goals. The following table reconciles income from vessel operations for 2020, as reflected in the consolidated statements of operations of the Company for 2020 set forth in the 2020 Annual Report, to ESO:
(Dollars in thousands) | | | |
Income from vessel operations | | | $39,880 |
Depreciation and amortization | | | 74,343 |
Loss on sale of vessels, including impairments | | | 100,087 |
Non-cash stock compensation expense | | | 5,631 |
Third-party debt modification fees | | | 232 |
| | 220,173 | |
Drydock expenditures (accrual basis) | | | (27,835) |
Vessel expenditures (excluding $16,925 for secondhand vessel purchases) | | | (33,124) |
Earnings from Shipping Operations (ESO) | | | $159,219 |
Individual | Company ESO | Business/Operational Metrics | Individual Performance Goals | ||||||
Ms. Zabrocky | 60 | % | 15 | % | 25 | % | |||
Messrs. Pribor and Small | 60 | % | 10 | % | 30 | % | |||
Messrs. Solon and Nugent | 33.3 | % | 33.3 | % | 33.4 | % |
Individual | | | Company ESO | | | Business/ Operational Metrics | | | Individual Performance Goals |
Ms. Zabrocky | | | 60% | | | 15% | | | 25% |
Messrs. Pribor and Small | | | 60% | | | 10% | | | 30% |
Messrs. Solon and Nugent | | | 33.3% | | | 33.3% | | | 33.4% |
For 2018, ESO goals were2020, each goal was assessed on an achievement scale of between 70% and 130%, with 100% reflecting target level, 130% being the maximum level, and a score of 0% given for achievement below 70%.
The formulas to determine each NEO’s actual annual cash incentive award for 2018 are as follows:
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20182020 Company ESO Goal
Goal. For 2018,2020, the table below sets forth the ESO performance thresholds at INSW and the corresponding amounts that would be earned (expressed as percentages of target) by the NEOs at each level of achievement.
($ Thousands) | | | | | ESO Threshold | |
Performance Factor (Payout As a % of Target) | | | % Achievement | | | 2020 |
50.00% | | | 70% | | | (1,839) |
58.40% | | | 75% | | | 16,963 |
66.70% | | | 80% | | | 35,765 |
75.00% | | | 85% | | | 54,567 |
83.30% | | | 90% | | | 73,369 |
91.70% | | | 95% | | | 92,171 |
100.0% | | | 100% | | | 110,973 |
108.4% | | | 105% | | | 129,775 |
116.7% | | | 110% | | | 148,577 |
125.0% | | | 115% | | | 167,379 |
133.3% | | | 120% | | | 186,181 |
141.7% | | | 125% | | | 204,983 |
150.0% | | | 130% | | | 223,785 |
($ Thousands) | ESO Threshold | |||||
Performance Factor (Payout As a % of Target | % Achievement | 2018 | ||||
50.0% | 70 | % | (40,678 | ) | ||
58.4% | 75 | % | (29,116 | ) | ||
66.7% | 80 | % | (17,554 | ) | ||
75.0% | 85 | % | (5,992 | ) | ||
83.3% | 90 | % | 5,570 | |||
91.7% | 95 | % | 17,132 | |||
100.0% | 100 | % | 28,694 | |||
108.4% | 105 | % | 40,256 | |||
116.7% | 110 | % | 51,818 | |||
125.0% | 115 | % | 63,380 | |||
133.3% | 120 | % | 74,942 | |||
141.7% | 125 | % | 86,504 | |||
150.0% | 130 | % | 98,066 |
INSW Business/Operational Metrics
Metrics. For 2018,2020, the INSW business and operational metrics were weighted equally.
The overall INSW performance score for 2018business/operational metrics for 2020 was 115%112%.
Goals. Each of our NEOs also had individual performance goals established by the Compensation Committee. The individual goals for 20182020 covered a broad range of performance indicators that included, among others, the following (although not all goals listed below applied to all NEOs):
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After the 20182020 performance year, the Compensation Committee assessed the level of achievement of our NEOs relative to their respective individual performance goals. Following this assessment, it was determined that Ms. Zabrocky and Messrs. Pribor, Small, Solon and Nugent achieved their individual goals at above target levels.
2018
Paid. Based on the foregoing, the NEOs received the following annual cash incentive awards for 2018:2020: Ms. Zabrocky – $567,720;$971,384; Mr. Pribor – $426,645;$588,836; Mr. Small – $448,153;$551,241; Mr. Solon – $206,257;$305,607; and Mr. Nugent – $196,569.
$308,333.
INSW initially reserved 2,000,0001,400,005 shares for issuance under the 2020 MICP (including five shares that were reserved but not granted under the MICP) and 400,000460,774 shares for issuance under the 2020 Director Plan.Plan (including 60,774 shares that were reserved but not granted under a prior Non-Employee Director Incentive Compensation Plan). The 2020 MICP contains an anti-dilution provision whereby in the event of certain corporate changes in the Company, outstanding awards may be adjusted, as appropriate, to prevent dilution or enlargement of rights.
The terms of the MICP, the 2020 MICP and the 2020 Director Plan are set forth in Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 25, 2016, in Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 8, 2020 (the “April 2020 Form 8-K”) and in Exhibit 10.2 to the April 2020 Form 8-K, respectively.
Incumbent | Total Grant Date Value | Stock Options | Time-Based RSUs | Performance- Based RSUs | ||||||||
Lois K. Zabrocky | $ | 1,200,000 | $ | 400,000 | $ | 400,000 | $ | 400,000 | ||||
Jeffrey D. Pribor | $ | 675,000 | $ | 225,000 | $ | 225,000 | $ | 225,000 | ||||
James D. Small III | $ | 475,000 | $ | 158,333 | $ | 158,333 | $ | 158,333 | ||||
Derek G. Solon | $ | 285,475 | $ | 95,158 | $ | 95,158 | $ | 95,158 | ||||
William F. Nugent | $ | 273,500 | $ | 91,167 | $ | 91,167 | $ | 91,167 |
Incumbent | | | Total Grant Date Value | | | Stock Options | | | Time-Based RSUs | | | Performance- Based RSUs |
Lois K. Zabrocky | | | $1,687,000 | | | $562,500 | | | $562,500 | | | $562,500 |
Jeffrey D. Pribor | | | $765,000 | | | $255,000 | | | $255,000 | | | $255,000 |
James D. Small III | | | $606,250 | | | $202,083 | | | $202,083 | | | $202,083 |
Derek G. Solon | | | $320,000 | | | $186,667 | | | $186,667 | | | $186,667 |
William F. Nugent | | | $320,000 | | | $186,667 | | | $186,667 | | | $186,667 |
The time-based restricted stock units (“RSUs”RSUs”) and stock options vest and become exercisable in equal amounts on the first, second and third anniversaries of the grant date of April 4, 2018.2, 2020. The 20182020 performance-based restricted stock units (“PRSUs”PRSUs”) awards vest as follows: (i) one-half of the target PRSUs vest on December 31, 2020,2022, subject to INSW’s three-year Return on Invested Capital (“ROIC”ROIC”) performance; and (ii) one-half of the target PRSUs vest on December 31, 2020,2022, subject to INSW’s three-year total shareholder return (“TSR”TSR”) performance relative to that of a performance peer group. Vesting is subject in each case to the Compensation Committee’s certification of achievement of the performance targets no later than March 15, 2021. 2023.
TSR | Threshold | Target | Maximum |
Performance Achievement | 25th Percentile | 50th Percentile | 90th Percentile |
Payout | 50% | 100% | 150% |
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TSR performance is described in the following table. If the absolute value of three-year TSR is negative, then the payout for the TSR component of the PRSUs is capped at 100%.; this was a newly added provision in 2019.
TSR | | | Threshold | | | Target | | | Maximum |
Performance Achievement | | | 25th Percentile | | | 50th Percentile | | | 90th Percentile |
Payout | | | 50% | | | 100% | | | 150% |
For
2019 Compensation Decisions
Base Salary Decision:
On April 5, 2019, the base salary for Ms. Zabrocky increased from $600,000(from $510,000 to $615,000, for Mr. Pribor from $450,000 to $500,000, for$530,000), Mr. Solon from $285,475(from $320,000 to $300,000,$333,000) and for Mr. Nugent from $273,500(from $320,000 to $300,000 from their 2018 levels,$333,000), in each case retroactive to January 1, 2019. The base2021. Ms. Zabrocky and Mr. Small’s salary will continue at the same rate for Mr. Small remained at his 2018 level as the Compensation Committee determined that his current base salary was competitive and that no changes were required. The INSW NEOs earn annualized base salaries that are commensurate with their positions as named executive officers of a public company and which will provide a steady source of income sufficient to permit these officers to focus their time and attention on their work duties and responsibilities.
2021.
Decisions:
base salary.
In April 2019,
2020
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Under the terms of the employment agreements for Ms. Zabrocky and Messrs. Pribor and Small, if an executive’s employment is terminated by INSW for any reason or terminated voluntarily by the executive, he or she is entitled to the following payments (“Accrued Payments”Payments”): (i)
On September 29, 2014, OSG entered into an employment agreement with Ms. Zabrocky to serve as the Co-President and Head
On November 9, 2016, INSW entered into an employment agreement with Mr. Pribor to serve as CFO of the Company. Under his employment agreement, Mr. Pribor’s annual salary is $450,000, his annual Target Bonus is set at 100% of his base salary, and he would be granted a long-term, equity incentive award with a grant-date value of $1,500,000 consisting in equal amounts of stock options, time-based restricted stock units and performance-based restricted stock units, vesting over ratably, annually over a three-year period. Mr. Pribor also received a one-time payment of $150,000 in lieu of his annual bonus and equity grants for his service in fiscal year 2016, and management recommended to the Board that Mr. Pribor be granted equity incentive awards starting in 2017 with a grant-date value equal to 100% of his base salary. The Company also agreed to reimburse Mr. Pribor for reasonable and customary attorney’s fees in connection with the negotiation of his agreement. Mr. Pribor’s agreement provides for severance benefits in the event of termination without cause or resignation with good reason as follows: (i) 12 months’ continuation of annual base salary plus Target Bonus (18 months’provisions in the event of a change in control); (ii) to the extent not already paid, the $150,000 that Mr. Pribor is entitled to receive in lieu of his annual bonus and equity grants for fiscal year 2016; (iii) a lump sum payment of a pro rata
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portion of his annual bonus based on actual achievement, calculated by multiplying such bonus by a fraction, the numerator of which is the number of full weeks of employment in the year of termination and the denominator of which is fifty-two; (iv) accelerated vesting of all outstanding awards from his initial grant (with performance-based awards vesting at target); (v) accelerated vesting of all outstanding awards other than his initial grant of unvested options, RSUs and other equity-based grants or cash in lieu of grants (that are not performance-based) that would have vested on the next regularly scheduled vesting date following the termination date; and (vi) a pro-rated portion of all RSUs and other equity-based grants or cash in lieu of grants that are performance-based remain outstanding and eligible to vest, to the extent the applicable performance goals are achieved based on the portion of the performance period in which Mr. Pribor was employed with the Company. All outstanding and unvested options, RSUs, and other equity-based grants or cash in lieu of grants vest upon termination without cause or for good reason within a one-year period following such change in control. INSW assumed this agreement in its current form effective as ofby the Spin-Off. As of the Spin-Off, Mr. Pribor is Senior Vice President, CFO and Treasurer of the Company. The Compensation Committee increased his equity grant target from 100% of base salary to 150% for 2018 and future periods (subject to further changes in the future). On April 5, 2019, INSW and Mr. Pribor executed as amendment to his employment agreement that increased his base salary to $500,000.
As of the Spin-Off, Mr. Small became Chief Administrative Officer, Senior Vice President, Secretary and General Counsel of INSW. On February 13, 2015, OSG entered into an employment agreement with Mr. Small to serve as Senior Vice President, Secretary and General Counsel effective March 2, 2015, his hire date with OSG. INSW assumed the agreement between Mr. Small and OSG in its current form effective as of the Spin-Off. In connection with his employment, Mr. Small’s annual salary was $475,000, his annual Target Bonus was set at 150% of his base salary, and he was granted a long-term, equity incentive award with a grant-date value of $1,500,000 consisting in equal amounts of stock options, time-based restricted stock units and performance based restricted stock units, vesting over a three-year period in equal one-third portions. In addition, Mr. Small was paid a sign-on bonus of $150,000. The agreement also states that Mr. Small be granted equity incentive awards with a grant-date value of $600,000 for 2016. His agreement provides for severance benefits in the event of termination without causeCompany, or resignation by the executive with good reason, as follows: (i) salary continuation for a period of 24 months, (ii) a lump sum payment in the amount equal to his Target Bonus in effect for the year of termination, and (iii) accelerated vesting of all unvested equity. On March 30, 2016, OSG and Mr. Small executed an amendment to his employment agreement. This amendment reduced the Target Annual Bonus from 150% to 125% of annual salary in 2016 and from 125% to 100% in 2017 and thereafter. The amendment also provided an equity grant to Mr. Small in the total amount of $900,000 for 2016 and an amount equal to his base salary for 2017 and thereafter. The amendment also adjusted the severance benefits provided under the employment agreement in the event of termination without cause or resignation with good reason as follows: (i) a lump sum payment in the amount equal to 150% of his base salary in effect for the year of termination if separation occurs prior to January 1, 2018 and (ii) accelerated vesting of all unvested equity (performance-based grants shall vest at target levels). On August 3, 2016, Mr. Small and OSG entered into a subsequent amendment to his employment agreement. This amendment adjusted the severance benefits provided in the event of termination without cause or resignation with good reason: Mr. Small will receive salary continuation for 24 months and also a lump sum payment in an amount depending on which year the termination occurs (if in 2017, $1,337,499, in 2018, $1,091,666, in 2019 and beyond, $950,000). In addition, all outstanding and unvested options, RSUs and other equity-based grants or cash in lieu of grants that in all cases are not performance-based will vest upon a termination without cause, for good reason, by death or disability. On November 7, 2016, OSG and Mr. Small entered into a further amendment to his employment agreement, providing that he would become Chief Administrative Officer, Senior Vice President, Secretary and General Counsel of the Company as of the closing of the Spin-Off. As of the date of the Spin-Off, Mr. Small became Chief Administrative Officer, Senior Vice President, Secretary and General Counsel of the Company under the terms above. The Compensation Committee decided to increase his equity grants from 100% of base salary to 125% for 2019 and future periods (subject to further changes in the future).
The Company’s agreements with Messrs. Solon and Nugent are in the form of the company standard offer letter to all employees other than the employment contracts of Ms. Zabrocky and Messrs. Pribor and Small.Small as in effect on December 31, 2020 (and describing amendments to those agreements made during 2020 and 2021):
| Name and Current Position | | | Date of Original Agreement | | | Base Salary at 12/31/2020 | | | Bonus Target at 12/31/2020 | | | Additional Terms / Amendments to Employment Agreements in 2020 and 2021 | | ||||||
| Lois K. Zabrocky President and CEO | | | 9/29/14 (originally entered into with OSG; assumed in Spin-Off) | | | $675,000 | | | 125% | | | • | | | Severance benefits in the event of termination without cause or resignation with good reason include: | | |||
| | | ○ | | | salary continuation for 24 months | | |||||||||||||
| | | ○ | | | a lump sum payment of $1,049,999 | | |||||||||||||
| | | ○ | | | accelerated vesting of all outstanding and unvested options, RSUs and other equity-based grants or cash in lieu of grants that in all cases are not performance-based upon a termination without cause, for good reason, by death or disability; performance-based awards will be treated as set out below in the “Potential Payments Upon Termination and change in Control” section | | |||||||||||||
| • | | | Equity grant target set at 250% of base salary for 2020 | | |||||||||||||||
| • | | | Amended as of April 2, 2020 to increase base salary and target bonus for 2020 to $675,000 and 125% of base salary, respectively | | |||||||||||||||
| | | | | | | | | | | | | | |||||||
| Jeffrey D. Pribor Senior Vice President, CFO and Treasurer | | | 11/9/16 | | | $510,000 (increasing to $530,000 for 2021) | | | 100% | | | • | | | Severance benefits in the event of termination without cause or resignation with good reason include: | | |||
| | | ○ | | | 12 months’ continuation of annual base salary plus Target Bonus (18 months’ in the event of a change in control) | | |||||||||||||
| | | ○ | | | a lump sum payment of a pro rata portion of his annual bonus based on actual achievement | | |||||||||||||
| | | ○ | | | accelerated vesting of the outstanding time-based awards that would have vested on the next regularly scheduled vesting date following the termination date | | |||||||||||||
| | | ○ | | | pro-rated vesting of all performance-based RSUs and other equity-based grants, to the extent the applicable performance goals are achieved | | |||||||||||||
| • | | | Equity grant target set at 150% of base salary for 2020. | | |||||||||||||||
| • | | | Amended on March 17, 2021 to increase base salary to $530,000 for 2021. | |
| Name and Current Position | | | Date of Original Agreement | | | Base Salary at 12/31/2020 | | | Bonus Target at 12/31/2020 | | | Additional Terms / Amendments to Employment Agreements in 2020 and 2021 | | ||||||
| James D. Small III Senior Vice President, Chief Administrative Officer, Secretary & General Counsel | | | 2/13/15 (originally entered into with OSG; assumed in Spin-Off) | | | $485,000 | | | 100% | | | • | | | Severance benefits in the event of termination without cause or resignation with good reason include: | | |||
| | | | | | | | | ○ | | | salary continuation for 24 months | | |||||||
| | | | | | | | | ○ | | | a lump sum payment of $950,000 | | |||||||
| | | | | | | | | ○ | | | accelerated vesting of all outstanding and unvested time-based options, RSUs and other equity-based grants upon a termination without cause, for good reason, by death or disability; performance-based awards will be treated as set out below in the “Potential Payments Upon Termination and Change in Control” section | | |||||||
| | | | | | | • | | | Equity grant target set at 125% of base salary for 2020 and 2021 | | |||||||||
| | | | | | | • | | | Amended as of April 2, 2020 to increase base salary to $485,000 for 2020. | |
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$17,100.
Risk Mitigation
As previously discussed, the We do not provide any SERPs, and our legacy SERP was frozen to new participants in November 2012. The Human Resources and Compensation Committee believes a significant portion ofin October 2020 resolved to terminate the NEOs’ total compensation should be variable and “at risk,” based upon Company performance, business/operational metrics and individual performance. Performance measures include both financial and operational metrics. To accomplish this, the Compensation Committee uses a balanced weighting of performance measures and metrics in its incentive compensation programs (i) to promote the achievement of its annual operating plan and long-term business strategy, (ii) to build long-term stockholder value and (iii) to discourage excessive risk taking by eliminating any inducement to over-emphasize one goal to the detriment of others.
To further ensure the Company mitigates excessive risk taking:
Stock Ownership Guidelines
INSW encourages stock ownership by its executives and non-employee directors in order to align their interests with the long-term interests of its stockholders. INSW has adopted stock ownership guidelines for directors and executive officers of the Company. As measured on January 1 of each fiscal year, each director and officer of the Company (including the NEOs) is expected to own a number of shares of INSW common stock priced at the closing price on the last trading day of the prior fiscal year equal to a specified multiple of his or her salary or, in the case of the independent, non-employee members of the Board, a multiple of his or her annual cash retainer, as follows:
32
NEOs
1934 Act. With the approval of INSW’s General Counsel, a 10b5-1 Plan may be entered into during a time when the equity participant is not in possession of material, non-public information. These plans are intended to aid the equity participants in diversifying their portfolios without violating federal securities laws.
. INSW’s Incentive Compensation Recoupment Policy generally provides that if an executive officer, including any NEO, receives cash or equity-based incentive compensation based on the achievement of a performance metric and the Board commenced action to restate the calculation of such performance metric within five fiscal years due to a material misstatement or inaccuracy, INSW may require such executive officer to repay all or a portion of the amounts of such incentive compensation that the Board in good faith determines would not have been payable if not for the material misstatement or inaccuracy. The five-year look back limitation does not apply where the Board determines that the executive officer’s fraud, misconduct, negligence or other knowing actual involvement was a contributing factor to the need for the restatement. The Compensation Committee is monitoring the proposed regulations under the Dodd-Frank Act among others relating to incentive compensation recoupment and will amend the policy to the extent necessary to comply with the Dodd-Frank Act.
Hedging, PledgingAct among others.
INSW’s insider trading policy prohibitsnon-employee directors in order to align their interests with the long-term interests of its stockholders. INSW has adopted stock ownership guidelines for non-employee directors and employeesexecutive officers of the Company. As measured on January 1 of each fiscal year, each non-employee director and officer of the Company (including the NEOs) is expected to own a number of shares of INSW common stock priced at the closing price on the last trading day of the prior fiscal year equal to a specified multiple of his or her salary (or, in the case of the independent, non-employee members of the Board, a multiple of his or her annual cash retainer) as follows:
| | Compensation Committee: | |
| | ||
| | Timothy J. Bernlohr, | |
| | Randee E. Day | |
| | Ty E. Wallach | |
| | ||
| | April 23, 2021 |
In accordance with the rules of the SEC, the report of the Compensation Committee does not constitute “soliciting material” and is not incorporated by reference in any filings with the SEC made pursuant to the Securities1933 Act of 1933, as amended (the “1933 Act”), or the 1934 Act.
33
Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2)(3) | Option Awards(2) | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation(5) | Total | ||||||||||||||||||
Lois Zabrocky President and Chief Executive Officer | 2018 | $ | 600,000 | $ | — | $ | 800,000 | $ | 399,997 | $ | 567,720 | $ | — | $ | 36,899 | $ | 2,404,616 | ||||||||||
2017 | $ | 525,000 | $ | — | $ | 394,669 | $ | 174,993 | $ | 554,439 | $ | — | $ | 36,465 | $ | 1,685,566 | |||||||||||
2016 | $ | 525,000 | $ | 525,000 | $ | 390,411 | $ | 186,824 | $ | 629,713 | $ | — | $ | 41,248 | $ | 2,298,196 | |||||||||||
Jeffrey D. Pribor Senior Vice President, Chief Financial Officer and Treasurer | 2018 | $ | 450,000 | $ | — | $ | 657,460 | $ | 225,000 | $ | 426,645 | $ | — | $ | 24,666 | $ | 1,783,771 | ||||||||||
2017 | $ | 450,000 | $ | — | $ | 1,300,000 | $ | 798,648 | $ | 476,321 | $ | — | $ | 24,532 | $ | 3,049,501 | |||||||||||
2016 | $ | 58,846 | $ | 150,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 208,846 | |||||||||||
James D. Small III Senior Vice President, Chief Administrative Officer, Secretary and General Counsel | 2018 | $ | 475,000 | $ | — | $ | 316,665 | $ | 158,335 | $ | 448,153 | $ | — | $ | 26,000 | $ | 1,424,153 | ||||||||||
2017 | $ | 475,000 | $ | — | $ | 428,348 | $ | 158,335 | $ | 490,556 | $ | — | $ | 25,556 | $ | 1,577,795 | |||||||||||
2016 | $ | 475,000 | $ | — | $ | 701,026 | $ | 320,270 | $ | 558,363 | $ | — | $ | 38,737 | $ | 2,093,396 | |||||||||||
Derek G. Solon Vice President and Chief Commercial Officer | 2018 | $ | 285,475 | $ | — | $ | 190,317 | $ | 95,153 | $ | 206,257 | $ | — | $ | 36,899 | $ | 814,101 | ||||||||||
2017 | $ | 277,160 | $ | — | $ | 129,341 | $ | 64,665 | $ | 208,279 | $ | — | $ | 36,465 | $ | 715,910 | |||||||||||
William F. Nugent VP & Head of International Fleet Operations | 2018 | $ | 273,500 | $ | — | $ | 182,333 | $ | 91,164 | $ | 196,569 | $ | — | $ | 36,899 | $ | 780,465 | ||||||||||
2017 | $ | 260,337 | $ | — | $ | 121,491 | $ | 60,747 | $ | 194,785 | $ | — | $ | 35,932 | $ | 673,292 |
Name and Principal Position | | | Year | | | Salary(1) | | | Bonus | | | Stock Awards(2)(3) | | | Option Awards(4) | | | Non-Equity Incentive Plan Compensation(5) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | | All Other Compensation(6) | | | Total |
Lois Zabrocky President and Chief Executive Officer | | | 2020 | | | $671,539 | | | $— | | | $1,125,000 | | | $562,500 | | | $971,384 | | | $— | | | $43,685 | | | $3,374,108 |
| | 2019 | | | $614,942 | | | $— | | | $939,989 | | | $410,000 | | | $813,833 | | | $— | | | $37,153 | | | $2,815,917 | |
| | 2018 | | | $600,000 | | | $— | | | $800,000 | | | $399,997 | | | $567,720 | | | $— | | | $36,899 | | | $2,404,616 | |
| | | | | | | | | | | | | | | | | | ||||||||||
Jeffrey D. Pribor Senior Vice President, Chief Financial Officer and Treasurer | | | 2020 | | | $509,923 | | | $— | | | $510,000 | | | $255,000 | | | $588,836 | | | $— | | | $36,886 | | | $1,900,645 |
| | 2019 | | | $499,808 | | | $— | | | $619,989 | | | $250,000 | | | $577,800 | | | $— | | | $31,952 | | | $1,979,549 | |
| | 2018 | | | $450,000 | | | $— | | | $657,460 | | | $225,000 | | | $426,645 | | | $— | | | $24,666 | | | $1,783,771 | |
| | | | | | | | | | | | | | | | | |||||||||||
James D. Small III Senior Vice President, Chief Administrative Officer, Secretary and General Counsel | | | 2020 | | | $484,923 | | | $— | | | $404,167 | | | $202,083 | | | $551,241 | | | $— | | | $26,762 | | | $1,669,176 |
| | 2019 | | | $475,000 | | | $— | | | $515,822 | | | $197,917 | | | $549,195 | | | $— | | | $26,221 | | | $1,764,155 | |
| | 2018 | | | $475,000 | | | $— | | | $316,665 | | | $158,335 | | | $448,153 | | | $— | | | $26,000 | | | $1,424,153 | |
| | | | | | | | | | | | | | | | | | ||||||||||
Derek G. Solon Vice President and Chief Commercial Officer | | | 2020 | | | $319,846 | | | $— | | | $213,333 | | | $106,667 | | | $305,607 | | | $— | | | $38,199 | | | $983,652 |
| | 2019 | | | $299,944 | | | $— | | | $369,998 | | | $100,000 | | | $238,040 | | | $— | | | $37,153 | | | $1,045,135 | |
| | 2018 | | | $285,475 | | | $— | | | $190,317 | | | $95,153 | | | $206,257 | | | $— | | | $36,899 | | | $814,101 | |
| | | | | | | | | | | | | | | | | |||||||||||
William F. Nugent Vice President and Head of Ship Operations | | | 2020 | | | $319,846 | | | $— | | | $213,333 | | | $106,667 | | | $308,333 | | | $— | | | $43,685 | | | $991,864 |
| | 2019 | | | $299,898 | | | $— | | | $369,998 | | | $100,000 | | | $237,773 | | | $— | | | $37,153 | | | $1,044,742 | |
| | 2018 | | | $273,500 | | | $— | | | $182,333 | | | $91,164 | | | $196,569 | | | $— | | | $36,899 | | | $780,465 |
(1) | The salary amounts reflect the actual salary received during the |
(2) |
(3) |
(4) | Ms. Zabrocky and Messrs. Pribor, Small, Solon and Nugent received stock option awards on April 2, 2020. One third of |
34
equivalent to 150% of the PRSUs awarded. Since performance targets are set annually each tranche of the award is considered to be a separate grant. Of the amounts in this column, $207,460 represents the aggregate grant date fair value of the 2018 tranche of such PRSU award at target, calculated in accordance with accounting guidance.
The amounts in this column for |
See the “All Other Compensation Table” below for additional information. |
Name | Savings Plan Matching Contribution(1) | Qualified Defined Contribution Plan | Life Insurance Premiums(2) | Other(3) | Total | ||||||||||
Lois K. Zabrocky | $ | 16,500 | $ | — | $ | 936 | $ | 19,463 | $ | 36,899 | |||||
Jeffrey D. Pribor | $ | 9,450 | $ | — | $ | 936 | $ | 14,280 | $ | 24,666 | |||||
James D. Small III | $ | 16,500 | $ | — | $ | 936 | $ | 8,564 | $ | 26,000 | |||||
Derek G. Solon | $ | 16,500 | $ | — | $ | 936 | $ | 19,463 | $ | 36,899 | |||||
William F. Nugent | $ | 16,500 | $ | — | $ | 936 | $ | 19,463 | $ | 36,899 |
Name | | | Savings Plan Matching Contribution(1) | | | Qualified Defined Contribution Plan | | | Life Insurance Premiums(2) | | | Other(3) | | | Total |
Lois K. Zabrocky | | | $17,100 | | | $— | | | $1,158 | | | $25,427 | | | $43,685 |
Jeffrey D. Pribor | | | $17,100 | | | $— | | | $1,158 | | | $18,628 | | | $36,886 |
James D. Small III | | | $17,100 | �� | | $— | | | $1,158 | | | $8,504 | | | $26,762 |
Derek G. Solon | | | $17,100 | | | $— | | | $1,158 | | | $19,941 | | | $38,199 |
William F. Nugent | | | $17,100 | | | $— | | | $1,158 | | | $25,427 | | | $43,685 |
(1) | Constitutes INSW’s matching contributions under the |
(2) | Life insurance premiums represent the cost of term life insurance paid on behalf of the NEO. |
(3) | Includes the following amounts for each NEO under plans and arrangements generally maintained by us for all employees (other than “umbrella” liability insurance coverage): (a) medical and dental coverage premiums of |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Stock Units(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) | ||||||||||||||||||||||||||
Name | Grant Date | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||
Lois K. Zabrocky | 4/4/2018 | $ | 300,000 | $ | 600,000 | $ | 900,000 | 11,454 | 22,908 | 34,362 | 22,910 | 51,546 | $ | 17.46 | $ | 1,216,129 | |||||||||||||||
Jeffrey D. Pribor | 4/4/2018 | $ | 225,000 | $ | 450,000 | $ | 675,000 | 6,443 | 12,886 | 19,329 | 12,887 | 28,995 | $ | 17.46 | $ | 684,082 | |||||||||||||||
James D. Small III | 4/4/2018 | $ | 237,500 | $ | 475,000 | $ | 712,500 | 4,5344 | 9,068 | 13,602 | 9,068 | 20,404 | $ | 17.46 | $ | 481,383 | |||||||||||||||
Derek G. Solon | 4/4/2018 | $ | 99,916 | $ | 199,833 | $ | 299,749 | 2,725 | 5,450 | 8,175 | 5,450 | 12,262 | $ | 17.46 | $ | 289,309 | |||||||||||||||
William F. Nugent | 4/4/2018 | $ | 95,725 | $ | 191,450 | $ | 287,175 | 2,611 | 5,222 | 7,833 | 5,221 | 11,748 | $ | 17.46 | $ | 277,181 |
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Stock Units(3) | | | All Other Option Awards: Number of Securities Underlying Options (#)(4) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards(5) | ||||||||||||||
Name | | | Grant Date | | | Threshold | | | Target | | | Maximum | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | | | | | | | ||||
Lois K. Zabrocky | | | 4/2/2020 | | | $421,875 | | | $843,750 | | | $1,265,625 | | | 12,824 | | | 25,649 | | | 38,473 | | | 25,649 | | | 58,109 | | | $21.93 | | | $1,574,039 |
Jeffrey D. Pribor | | | 4/2/2020 | | | $255,000 | | | $510,000 | | | $765,000 | | | 5,813 | | | 11,627 | | | 17,440 | | | 11,627 | | | 26,342 | | | $21.93 | | | $715,259 |
James D. Small III | | | 4/2/2020 | | | $242,500 | | | $485,000 | | | $727,500 | | | 4,607 | | | 9,214 | | | 13,821 | | | 9,214 | | | 20,876 | | | $21.93 | | | $567,482 |
Derek G. Solon | | | 4/2/2020 | | | $136,000 | | | $272,000 | | | $408,000 | | | 2,431 | | | 4,863 | | | 7,294 | | | 4,863 | | | 11,019 | | | $21.93 | | | $301,006 |
William F. Nugent | | | 4/2/2020 | | | $136,000 | | | $272,000 | | | $408,000 | | | 2,431 | | | 4,863 | | | 7,294 | | | 4,863 | | | 11,019 | | | $21.93 | | | $301,006 |
(1) | Amounts actually paid under these awards for |
(2) | In |
In 2018, Mr. Pribor received a PRSU grant on April 4, 2018 as part of his initial grant. One third of the initial PRSU grant award will vest on each of December 31, 2017, 2018 and 2019, subject in each case to the Compensation Committee’s certification of achievement of the performance measures and targets no later than each March 31 following the respective date of vesting. Settlement of the vested PRSUs may be in either shares of common stock or cash, as determined by the Compensation Committee in its discretion, and shall occur as soon as practicable following the Compensation Committee’s certification of the achievement of the applicable performance measures and targets for 2019 and in any event no later than March 31, 2020. The number of target PRSUs shall be subject to an increase or decrease depending on performance against the applicable performance measures and targets with the
35
maximum number of PRSUs vesting equivalent to 150% of the PRSUs awarded. Since performance targets are set annually each tranche of the award is considered to be a separate grant for accounting treatment and, therefore, $207,460 is excluded from the grant date fair value amounts in the above table. For 2018, the actual achievement level was 72% for Mr. Pribor. Therefore, for Mr. Pribor the PRSUs awarded vested at the appropriate percentage upon certification of this result which occurred in 2019. These awards were made pursuant to the terms of Mr. Pribor’s employment agreement.
(3) |
(4) |
(5) | For information with respect to grant date fair values, see Note 13, “Capital Stock and Stock |
Name | Option Awards | Stock/RSU Awards | |||||||||||||||||||||||||
Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Unexercisable | Options Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | |||||||||||||||||||
Lois K. Zabrocky | 14,942 | — | — | $ | 30.93 | 9/29/2024 | — | $ | — | — | $ | — | |||||||||||||||
16,316 | 8,158 | (3) | — | $ | 19.04 | 3/30/2026 | 3,065 | (4) | $ | 51,615 | — | (2) | $ | — | |||||||||||||
6,782 | 13,566 | (5) | — | $ | 19.13 | 3/29/2027 | 6,098 | (6) | $ | 102,690 | 9,147 | (7) | $ | 154,035 | |||||||||||||
— | 51,546 | (8) | — | $ | 17.46 | 4/4/2028 | 22,910 | (9) | $ | 385,804 | 22,908 | (10) | $ | 385,771 | |||||||||||||
Jeffrey D. Pribor | 52,994 | 26,497 | (11) | — | $ | 18.21 | 2/14/2027 | 11,882 | (12) | $ | 200,093 | 11,882 | (13) | $ | 200,093 | ||||||||||||
5,814 | 11,628 | (5) | — | $ | 19.13 | 3/29/2027 | 5,228 | (6) | $ | 88,040 | 7,841 | (7) | $ | 132,042 | |||||||||||||
— | 28,995 | (8) | — | $ | 17.46 | 4/4/2028 | 12,887 | (9) | $ | 217,017 | 12,887 | (10) | $ | 217,017 | |||||||||||||
James D. Small III | 42,452 | — | — | $ | 27.54 | 3/11/2025 | — | $ | — | — | $ | — | |||||||||||||||
27,971 | 13,985 | (3) | — | $ | 19.04 | 3/30/2026 | 5,254 | (4) | $ | 88,477 | — | (2) | $ | — | |||||||||||||
6,137 | 12,274 | (5) | — | $ | 19.13 | 3/29/2027 | 5,518 | (6) | $ | 92,923 | 8,276 | (7) | $ | 139,334 | |||||||||||||
— | 20,404 | (8) | — | $ | 17.46 | 4/4/2028 | 9,068 | (9) | $ | 152,705 | 9,068 | (10) | $ | 152,705 | |||||||||||||
Derek G. Solon | 2,162 | 4,324 | (14) | — | $ | 22.42 | 8/03/2027 | 1,923 | (15) | $ | 32,383 | 2,884 | (7) | $ | 48,567 | ||||||||||||
— | 12,262 | (8) | — | $ | 17.46 | 4/4/2028 | 5,450 | (9) | $ | 91,778 | 5,450 | (10) | $ | 91,778 | |||||||||||||
William F. Nugent | 2,031 | 4,062 | (14) | — | $ | 22.42 | 8/03/2027 | 1,806 | (15) | $ | 30,413 | 2,709 | (7) | $ | 45,620 | ||||||||||||
— | 11,748 | (8) | — | $ | 17.46 | 4/4/2028 | 5,221 | (9) | $ | 87,922 | 5,222 | (10) | $ | 87,938 |
Name | | | Year | | | Option Awards | | | Stock/RSU Awards | |||||||||||||||||||||
| | Grant Year | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Unexercisable | | | Options Exercise Price | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested (#)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | |
Lois K. Zabrocky | | | 2014 | | | 14,942(2) | | | — | | | — | | | $30.93 | | | 9/29/2024 | | | | | | | | | ||||
| | 2016 | | | 24,474(2) | | | — | | | — | | | $19.04 | | | 3/30/2026 | | | | | | | | | |||||
| | 2017 | | | 20,348 | | | — | | | — | | | $19.13 | | | 3/29/2027 | | | | | | | | | |||||
| | 2018 | | | 34,364 | | | 17,182(3) | | | — | | | $17.46 | | | 4/4/2028 | | | 7,638 (4) | | | $124,712 | | | —(5) | | | $— | |
| | 2019 | | | 17,104 | | | 34,210(6) | | | — | | | $17.21 | | | 4/5/2029 | | | 15,882(7) | | | $259,353 | | | 23,822(8) | | | $389,013 | |
| | 2020 | | | — | | | 58,109(9) | | | — | | | $21.93 | | | 4/2/2030 | | | 25,649(10) | | | $418,848 | | | 25,649(11) | | | $418,848 | |
| | | | | | | | | | | | | | | | | | | | |||||||||||
Jeffrey D. Pribor | | | 2017 | | | 79,491 | | | — | | | — | | | $18.21 | | | 2/14/2027 | | | | | | | | | ||||
| | | | 17,442 | | | — | | | — | | | $19.13 | | | 3/29/2027 | | | | | | | | | ||||||
| | 2018 | | | 19,330 | | | 9,665(3) | | | — | | | $17.46 | | | 4/4/2028 | | | 4,297 (4) | | | $70,154 | | | —(5) | | | $— | |
| | 2019 | | | 10,429 | | | 20,860 (6) | | | — | | | $17.21 | | | 4/5/2029 | | | 9,684(7) | | | $158,140 | | | 14,526(8) | | | $237,210 | |
| | 2020 | | | — | | | 26,342(9) | | | — | | | $21.93 | | | 4/2/2030 | | | 11,627(10) | | | $189,869 | | | 11,627(11) | | | $189,869 | |
| | | | | | | | | | | | | | | | | | | | |||||||||||
James D. Small III | | | 2015 | | | 42,452(2) | | | — | | | — | | | $27.54 | | | 3/11/2025 | | | | | | | | | ||||
| | 2016 | | | 41,956(2) | | | — | | | — | | | $19.04 | | | 3/30/2026 | | | | | | | | | |||||
| | 2017 | | | 18,411 | | | — | | | — | | | $19.13 | | | 3/29/2027 | | | | | | | | | |||||
| | 2018 | | | 13,602 | | | 6,802(3) | | | — | | | $17.46 | | | 4/4/2028 | | | 3,023(4) | | | $49,366 | | | —(5) | | | $— | |
| | 2019 | | | 8,257 | | | 16,514(6) | | | — | | | $17.21 | | | 4/5/2029 | | | 7,667(7) | | | $125,202 | | | 11,500(8) | | | $187,795 | |
| | 2020 | | | — | | | 20,876(9) | | | — | | | $21.93 | | | 4/2/2030 | | | 9,214(10) | | | $150,465 | | | 9,214(11) | | | $150,465 | |
| | | | | | | | | | | | | | | | | | | | |||||||||||
Derek G. Solon | | | 2017 | | | 6,486 | | | —0 | | | — | | | $22.42 | | | 8/3/2027 | | | | | | | | | ||||
| | 2018 | | | 8,174 | | | 4,088(3) | | | — | | | $17.46 | | | 4/4/2028 | | | 1,818 (4) | | | $29,672 | | | —(5) | | | $— | |
| | 2019 | | | 4,171 | | | 8,344 (6) | | | — | | | $17.21 | | | 4/5/2029 | | | 3,874(7) | | | $63,262 | | | 5,810(8) | | | $94,877 | |
| | 2020 | | | — | | | 11,019(9) | | | — | | | $21.93 | | | 4/2/2030 | | | 4,863(10) | | | $79,413 | | | 4,863(11) | | | $79,413 | |
| | | | | | | | | | | | | | | | | | | | |||||||||||
William F. Nugent | | | 2017 | | | 6,093 | | | —0 | | | — | | | $22.42 | | | 8/3/2027 | | | | | | | | | ||||
| | 2018 | | | 7,832 | | | 3,916(3) | | | — | | | $17.46 | | | 4/4/2028 | | | 1,741(4) | | | $28,431 | | | —(5) | | | $— | |
| | 2019 | | | 4,171 | | | 8,344(6) | | | — | | | $17.21 | | | 4/5/2029 | | | 3,874(7) | | | $63,262 | | | 5,810(8) | | | $94,877 | |
| | 2020 | | | — | | | 11,019(9) | | | — | | | $21.93 | | | 4/2/2030 | | | 4,863(10) | | | $79,413 | | | 4,863(11) | | | $79,413 | |
| | | | | | | | | | | | | | | | | | | |
(1) | Based on the closing price of INSW common stock of |
(2) |
The option to purchase these shares of common stock was granted pursuant to the 2014 OSG Management Incentive Compensation Plan and assumed by INSW in connection with the Spin-Off. |
(3) | The unvested options vested and became exercisable on |
(4) | These unvested RSUs vested on |
(5) |
(6) |
(7) | One-half of these RSUs vested on April 5, 2021. The remaining half will vest on April 5, 2022, subject to accelerated vesting on the event of termination of employment. |
These PRSUs will vest on December 31, |
One third of the |
(10) | One-third of these RSUs vested on April 2, 2021. The remaining two-thirds will vest ratably on each of the second and third anniversaries |
36
These |
Option Awards | Stock Awards | |||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting | ||||||||
Lois K. Zabrocky | — | — | 10,326 | $ | 173,890 | |||||||
Jeffrey D. Pribor | — | — | 23,018 | $ | 387,623 | |||||||
James D. Small III | — | — | 21,073 | $ | 354,874 | |||||||
Derek G. Solon | — | — | 961 | $ | 16,183 | |||||||
William F. Nugent | — | — | 903 | $ | 15,207 |
| | Option Awards | | | RSU/Stock Awards | |||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise | | | Number of Shares Acquired on Vesting (#)(1) | | | Value Realized on Vesting |
Lois K. Zabrocky | | | — | | | — | | | 49,301 | | | $805,085 |
Jeffrey D. Pribor | | | — | | | — | | | 30,904 | | | $504,662 |
James D. Small III | | | — | | | — | | | 24,358 | | | $397,766 |
Derek G. Solon | | | — | | | — | | | 17,127 | | | $279,684 |
William F. Nugent | | | — | | | — | | | 16,730 | | | $273,201 |
(1) |
Name | Executive Contributions in 2018 | Company Contributions on 2018 | Aggregate Earnings/ Losses in 2018(1) | Aggregate Withdrawals/ Spin-Offs in 2018 | Aggregate Balance at December 31, 2018 | ||||||||||
Lois K. Zabrocky | $ | — | $ | — | $ | 4,937 | $ | — | $ | 195,948 | |||||
Jeffrey D. Pribor | $ | — | $ | — | $ | — | $ | — | $ | — | |||||
James D. Small III | $ | — | $ | — | $ | — | $ | — | $ | — | |||||
Derek G. Solon | $ | — | $ | — | $ | — | $ | — | $ | — | |||||
William F. Nugent | $ | — | $ | — | $ | — | $ | — | $ | — |
Name | | | Executive Contributions in 2020 | | | Company Contributions on 2020 | | | Aggregate Earnings/ Losses in 2020(1) | | | Aggregate Withdrawals/ Spin-Offs in 2020 | | | Aggregate Balance at December 31, 2020 |
Lois K. Zabrocky | | | $— | | | $— | | | $4,938 | | | $— | | | $205,824 |
Jeffrey D. Pribor | | | $— | | | $— | | | $— | | | $— | | | $— |
James D. Small III | | | $— | | | $— | | | $— | | | $— | | | $— |
Derek G. Solon | | | $— | | | $— | | | $— | | | $— | | | $— |
William F. Nugent | | | $— | | | $— | | | $— | | | $— | | | $— |
| | | | | | | | | |
(1) | The aggregate earnings constitute accrued interest for the calendar year ended December 31, |
37
Event(1) | Lois K. Zabrocky | Jeffrey D. Pribor | James D. Small III | Derek G. Solon | William F. Nugent | ||||||||||
Involuntary Termination Without Cause or Voluntary Resignation for Good Reason, Including in Connection with a Change in Control | |||||||||||||||
Cash Severance Payment(2) | $ | 1,200,000 | $ | 450,000 | $ | 950,000 | $ | 285,475 | $ | 273,500 | |||||
Pro Rata Bonus Payment(3) | $ | 600,000 | $ | 450,000 | $ | 475,000 | $ | 0 | $ | 0 | |||||
Bonus Payment(4) | $ | 0 | $ | 0 | $ | 0 | $ | 199,833 | $ | 191,450 | |||||
Equity Awards(5) | $ | 540,109 | $ | 591,995 | $ | 334,106 | $ | 0 | $ | 0 | |||||
Lump Sum Payment | $ | 1,049,999 | $ | 0 | $ | 1,091,666 | $ | 0 | $ | 0 | |||||
Total | $ | 3,390,108 | $ | 1,491,995 | $ | 2,850,772 | $ | 485,308 | $ | 464,950 | |||||
Death/Disability | |||||||||||||||
Pro Rata Bonus Payment | $ | 0 | $ | 450,000 | (6) | $ | 0 | $ | 0 | $ | 0 | ||||
Equity Awards | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||
Total | $ | 0 | $ | 450,000 | $ | 0 | $ | 0 | $ | 0 |
Event(1) | | | Lois K. Zabrocky | | | Jeffrey D. Pribor | | | James D. Small III | | | Derek G. Solon | | | William F. Nugent |
Involuntary Termination Without Cause or Voluntary Resignation for Good Reason, Including in Connection with a Change in Control | | | | | | | | | | | |||||
Cash Severance Payment(2) | | | $1,350,000 | | | $765,000 | | | $970,000 | | | $320,000 | | | $320,000 |
Pro Rata Bonus Payment(3) | | | $843,750 | | | $556,279 | | | $485,000 | | | $0 | | | $0 |
Bonus Payment(4) | | | $0 | | | $0 | | | $0 | | | $272,000 | | | $272,000 |
Equity Awards(5) | | | $802,913 | | | $622,700 | | | $325,027 | | | $0 | | | $0 |
Lump Sum Payment | | | $1,049,999 | | | $0 | | | $950,000 | | | $0 | | | $0 |
Total | | | $4,046,662 | | | $1,943,979 | | | $2,730,027 | | | $592,000 | | | $592,000 |
| | | | | | | | | | ||||||
Death/Disability | | | | | | | | | | | |||||
Pro Rata Bonus Payment | | | $0 | | | $510,000(6) | | | $0 | | | $0 | | | $0 |
Equity Awards | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 |
Total | | | $0 | | | $510,000 | | | $0 | | | $0 | | | $0 |
(1) | The values in this table reflect estimated payments associated with various termination scenarios. |
(2) | This reflects a cash severance payment equal to 24 months of base salary for Ms. Zabrocky and Mr. |
(3) | For Ms. Zabrocky and Messrs. Pribor and Small a pro-rata target bonus is provided for in their respective employment agreements. The amounts listed are if termination of employment occurs on the last business day of the year. For Mr. Pribor the pro-rata target is to be based on actual Company performance (other than for individual goal metrics, which are to be at target) and (2) if no bonus payment is made to other executive officers of the Company in respect of the year in which the separation from service occurs due to business unit and company performance objectives not being met, then no amount shall be payable to him. |
(4) | Messrs. Solon and Nugent are to receive a |
(5) | For Ms. Zabrocky and Mr. |
(6) | Upon Mr. Pribor’s disability, Mr. Pribor, or in the case of his death, his estate, is entitled to receive the pro-rata portion of his annual bonus at target for the year of termination. The amount listed in the table is if his disability or death occurs on December 31, |
38
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee was, during fiscal year 2018, an officer or employee of INSW or was formerly an officer of INSW. None of INSW’s executive officers served on any board of directors or compensation committee of any other company for which any of INSW’s directors served as an executive officer at any time during fiscal 2018. Please see “Information About the Board and Corporate Governance — Related Party Transactions” above for the Company’s policy on related person transactions.
39
| | Shares of Common Stock Beneficially Owned(1) | ||||
Name | | | Number | | | Percentage |
Directors/Nominees | | | | | ||
Doug Wheat | | | 63,506(2) | | | 0.2% |
Timothy J. Bernlohr | | | 32,420(3) | | | 0.1% |
Ian T. Blackley | | | 30,464 (3) | | | 0.1% |
Randee E. Day | | | 14,491 (3) | | | * |
David I. Greenberg | | | 22,147 (3) | | | * |
Joseph I. Kronsberg(4) | | | — | | | * |
Ty E. Wallach | | | 16,329(3) | | | * |
Lois K. Zabrocky | | | 233,559(5) | | | 0.8% |
Named Executive Officers (other than Ms. Zabrocky who is listed above with the other Directors/Nominees) | | | | | ||
Jeffrey D. Pribor | | | 207,231(6) | | | 0.7% |
James D. Small III | | | 203,178(7) | | | 0.7% |
Derek G. Solon | | | 50,647 (8) | | | 0.2% |
William F. Nugent | | | 49,636 (9) | | | 0.2% |
All Directors, Director Nominees and Executive Officers as a Group (13 Persons) | | | 935,370 (10) | | | 3.3% |
* | Less than 0.1% |
(1) | Includes shares of Common Stock issuable within 60 days of the record date upon the exercise of options owned by the indicated stockholders on that date. |
(2) | Includes 13,707 shares of Common Stock that vest on June 2, 2021, the date of the annual meeting of stockholders of the Company for 2021. |
(3) | Includes 6,230 shares of Common Stock that vest on June 2, 2021, the date of the annual meeting of stockholders of the Company for 2021. |
(4) | Mr. Kronsberg is an employee of Cyrus Capital Partners, L.P. (“CCP”) which beneficially owns 4,029,367 shares of Common Stock, including 25,791 shares which were granted by the Company to CCP under the Company’s non-Employee Director Incentive Compensation Plan (of which 6,230 shares vest on June 2, 2021, the date of the annual meeting of stockholders of the Company for 2021). The grant was made to CCP pursuant to agreements between CCP and Mr. Kronsberg under which CCP is required to receive all compensation in connection with Mr. Kronsberg’s directorship. Mr. Kronsberg disclaims beneficial ownership of all Company securities held by CCP except to the extent of his pecuniary interest therein, if any. |
(5) | Includes 164,888 shares issuable upon the exercise of options. |
(6) | Includes 155,567 shares issuable upon the exercise of options. |
(7) | Includes 146,695 shares issuable upon the exercise of options. |
(8) | Includes 30,764 shares issuable upon the exercise of options. |
(9) | Includes 29,857 shares issuable upon the exercise of options. |
(10) | Includes 536,676 shares issuable upon the exercise of options. |
| | Shares of Common Stock Beneficially Owned* | ||||
Name | | | Number | | | Percentage |
BlackRock, Inc.(1) | | | 1,853,892 | | | 6.6% |
Cobas Asset Management, SGIIC, SA(2) | | | 2,773,854 | | | 9.9% |
Cyrus Funds(3) | | | 4,029,367 | | | 14.3% |
Dimensional Fund Advisors LP(4) | | | 1,733,144 | | | 6.2% |
Donald Smith & Co., Inc.(5) | | | 2,188,718 | | | 7.8% |
The Vanguard Group(6) | | | 1,936,900 | | | 6.9% |
T. Rowe Price Associates, Inc.(7) | | | 1,560,952 | | | 5.6% |
* | Unless otherwise stated in the notes to this table, the share and percentage ownership information presented is as of the record date. |
(1) | Based on a Schedule 13G filed on January 29, 2021 with the SEC by BlackRock, Inc. (“BlackRock”) with respect to the beneficial ownership of 1,853,892 shares of Common Stock as of December 31, 2020 by BlackRock and certain of its subsidiaries. The address of BlackRock is 55 East 52nd Street, New York, New York 10055. |
(2) | Based on a Schedule 13G filed on March 29, 2021 with the SEC by Cobas Asset Management, SGIIC, SA (“Cobas”) with respect to the beneficial ownership of 2,773,854 shares of Common Stock as of December 31, 2020 by Cobas. The address of Cobas is Jose Abascal, 45 St. 28003 Madrid, Spain. |
(3) | Based on a Schedule 13D filed on April 7, 2021 and a Form 4 filed on June 30, 2020 with the SEC by Cyrus Capital Partners, L.P. (“CCP”) with respect to beneficial ownership of 4,029,367 shares by each of CCP and Cyrus Capital Partners GP, L.L.C. (“CCPGP”) as of March 30, 2021 of which 25,791 were granted to CCP pursuant to agreements between CCP and Mr. Joseph Kronsberg relating to the Company’s non-Employee Director Incentive Compensation Plan (of which 6,230 shares vest on June 2, 2021, the date of the annual meeting of stockholders of the Company for 2021). As the (i) principal of CCP and (ii) principal of Cyrus Capital Partners GP, L.L.C., the general partner of CCP, Stephen C. Freidheim (“Freidheim”) may be deemed the beneficial owner of 4,029,367 shares of Common Stock. The address of each of CCP, CCPGP and Freidheim is 65 East 55th Street, 35th Floor, New York, NY 10022. |
(4) | Based on a Schedule 13G filed on February 12, 2021 with the SEC by Dimensional Fund Advisors LP (“Dimensional”) with respect to the beneficial ownership of 1,733,144 shares of Common Stock as of December 31, 2020 by Dimensional. Dimensional is an investment advisor registered under section 203 of the Investment Advisors Act of 1940 and furnishes investment advice to four investment companies registered under the Investment Company Act of 1940 and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts are referred to as the “Funds”). The Funds own all the shares of the Common Stock that are reported to be beneficially owned by Dimensional. The business address of Dimensional is 6300 Bee Cave Road, Building One, Austin, Texas 78746. |
(5) | Based on a Schedule 13G filed on February 11, 2021 with the SEC by Donald Smith & Co., Inc. (“DS”) with respect to the beneficial ownership of 2,188,718 shares of Common Stock as of December 31, 2020 by DS and one of its subsidiaries and Jon Hartsel, an individual. DS is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940. The address of DS, its subsidiary and Jon Hartsel is 152 West 57th Street, New York, New York 10019. |
(6) | Based on a Schedule 13G filed on February 10, 2021 with the SEC by The Vanguard Group (“Vanguard”) with respect to the beneficial ownership of 1,936,900 shares of Common Stock as of December 31, 2020 by Vanguard and certain of its subsidiaries. Vanguard is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940. The address of Vanguard and its subsidiaries is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
(7) | Based on a Schedule 13G filed on February 16, 2021 with the SEC by T. Rowe Price Associates, Inc. (“T. Rowe Price”) with respect to the beneficial ownership of 1,560,952 shares of Common Stock as of December 31, 2020 by T. Rowe Price. T. Rowe Price is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and its address is 100 East Pratt Street, Baltimore, Maryland 21202. |
below.
| | By order of the Board of Directors, | |
| | ||
| | JAMES D. SMALL III | |
| | ||
| | Chief Administrative Officer, Senior Vice President, | |
| | General Counsel and Secretary | |
| | ||
New York, New York | | | |
April | | |
40