The Board recommends a vote “FOR” the election of each of the nominees for director named

in this Proxy Statement.

INFORMATION ABOUT THE BOARD AND CORPORATE GOVERNANCE

Corporate Governance Guidelines. The Board has adopted Corporate Governance Guidelines (the “Guidelines”) to support the effective functioning of the Board and its committees, to promote the interests of all stockholders, and to set expectations as to how the Board, its committees, individual directors and management should perform their functions. The Board believes that the ethics, character, integrity and values of OSG’s directors and senior management remain the most important aspects of quality corporate governance. The Guidelines provide criteria for the selection of directors that include diversity. They are posted on OSG’s website, www.osg.com, and are available in print upon request. Under the Guidelines, each director is expected to attend all Board meetings and all meetings of committees of which the director is a member.

Board Leadership Structure.The Guidelines provide that the Board selects the Chief Executive Officer of OSG and may select a Chairman of the Board in the manner it considers in the best interests of OSG. The Guidelines provide that the Chairman may be a non-management director or the CEO.

OSG currently separates the role of CEO and Chairman, who is currently an independent director. The CEO and the Chairman are in frequent contact with one another and with senior management. They provide advice and recommendations to the full Board for its consideration. They each review in advance the schedule of Board and committee meetings and establish the agenda for each meeting to address the interests and requirements of the stockholders and other stakeholders. The Board believes that the current leadership structure, given the individuals holding the leadership positions, is in the best interests of stockholders.

The Board, through its Governance and Risk Committee, periodically reviews the Board’s leadership structure to determine if it remains appropriate in light of OSG’s specific circumstances and needs, current corporate governance standards, market practices and other factors the Board considers relevant.

Board Refreshment and Tenure. The Governance and Risk Committee identifies and recommends to the Board qualified candidates who possess the qualities determined to be necessary and effective so as to best serve the interests of our stockholders (see the list of criteria summarized above under “Election of Directors”). The Board understands the value of adding directors with fresh perspectives, who possess qualities that will fit with the future strategic direction of OSG. The Governance and Risk Committee conducts robust director succession planning that considers the criteria described above, including diversity, and considers candidates to join our Board. The Guidelines establish an average tenure of no greater than 8 years. Considering average tenure allows OSG to benefit from both the fresh perspective provided by new members of the Board as well as the historical context, perspective, and industry know-howknow- how that longer serving directors possess. Currently, the average tenure of our independent directors is 6.46.57 years.

Independence. Under the Guidelines, which incorporate the standards established by the NYSE, the Board must consist of a majority of independent directors. As determined by the Board, as of the date of this Proxy Statement, all of the nominees other than Mr. Norton have been determined to be independent for purposes of service on the Board. No relationships were identified that would bar any of them from being characterized as independent. The Board also reviews, every quarter, relationships that directors may have with OSG to determine whether there are any material relationships that would preclude a director from being independent.

Executive Sessions of the Board.To facilitate free and open discussion and communication among the directors, the Guidelines provide that directors meet in executive session without management (other than Mr. Norton) present at each regular meeting of the Board, and that at least one executive session is for only those non-management directors. Aindependent directors only. The non-executive Chairman must chair these executive sessions. Any non-management director can request that an additional executive session limited to independent directors be scheduled.

Board Oversight of Risk Management. While responsibility for managing OSG’s material risks lies with management, the Board provides oversight of risk management directly and through its committees. Each committee reports its activities and considerations to the full Board at every regularly scheduled quarterly meeting. The full Board reviews the risks associated with OSG’s strategic plan at an annual strategic

planning session and periodically throughout the year as part of its consideration of the strategic direction of OSG.

At the committee level, the Audit Committee regularly reviews the financial statements and financial and other internal controls. Further, the Audit Committee schedules private sessions individually with certain members of management, with the internal auditors, and with representatives of the independent registered public accounting firm at the conclusion of scheduled meetings, where aspects of financial risk management are discussed as necessary.

The Governance and Risk Committee manages risks associated with Board independence, corporate governance, and potential conflicts of interest, as well as oversight over non-financial risks associated with OSG’s operations. As part of risk management, the Governance and Risk Committee reviews OSG’s policies and protective measures against risks, such as cybersecurity and environmental matters.

The Human Resources and Compensation Committee (the “Compensation Committee”) annually reviews executive compensation policies and practices, employee benefits, and associated risks. The Compensation Committee conducts annual assessments of any risks associated with OSG’s compensation policies and practices and has concluded that such policies and practices do not, individually or in the aggregate, create risks reasonably likely to have a material adverse impact on OSG.

Both the Audit and Compensation Committees also rely on the advice and counsel of OSG’s independent registered public accountants and independent compensation consultants, respectively, to raise awareness of any risk issues that may arise during their reviews of OSG’s financial statements, audit work and executive compensation policies and practices, as applicable.

Managing risk is an ongoing process inherent in all decisions made by management. OSG has an enterprise risk management program that is designed to ensure that risks are taken knowingly and purposefully. Management is responsible for assessing such risks and related mitigation strategies for all material projects and initiatives of OSG submitted for consideration by the Board. The risk assessment process seeks to identify the primary risks facing OSG and to prioritize these risks, as well as the actions necessary to mitigate and balance these risks.

Meetings of the Board.The Board held sixfour meetings during 2022.2023. Each director attended over 90% of the total number of meetings of the Board and Board committees of which the director was a member.

Annual Meetings of Stockholders. Directors are not required, but are strongly encouraged, to attend the annual meeting in person or telephonically. All directors attended our 20222023 Annual Meeting virtually.

Communications with Board Members. Interested parties, including stockholders, may communicate with any director, with the Chairman, or with the non-management directors as a group by sending a letter to the attention of such director, or the non-management directors as a group, as the case may be, in care of OSG’s Corporate Secretary, 302 Knights Run Avenue, Suite 1200, Tampa, Florida 33602. The Corporate Secretary opens and reviews such correspondence and forwards it (other than advertisements and other solicitations) to the director(s) most closely associated with the nature of the communication based on Committee membership and other factors.

Code of Business Conduct and Ethics; Other Compliance Policies. OSG has adopted the following policies:

The Code of Business Conduct and Ethics, the Insider Trading Policy and the Anti-Bribery and Corruption Policy are posted on OSG’s website, www.osg.com, and are available in print upon request.

Prohibition Against Hedging and Pledging. OSG’s Insider Trading Policy prohibits the OSG’s directors, officers, significant stockholders, and employeescertain other OSG personnel from hedging and pledging any securities of OSG, including by investing in options, puts, calls, short sales, future contracts, or other derivative instruments relating to OSG securities, regardless of whether such persons have material non-public information about OSG. Our Insider Trading Policy also prohibits all of OSG’s directors, officers, employees, and significant stockholders from pledging OSG securities. In addition, our Non-Employee Director Incentive Compensation Plan and Incentive Compensation Plan for Management prohibit incentive awards from being pledged.

Other Directorships and Significant Activities. OSG values the experience directors bring from other boards of directors on which they serve but recognizes that board service presents significant demands on a director’s time and availability and may present conflicts and legal issues. The Guidelines provide that non-management directors refrain from serving on the boards of directors of more than four publicly traded companies (other than OSG or a company in which OSG has a significant equity interest) absent special circumstances. A member of the Audit Committee may not serve on more than two other audit committees of publicly traded companies.

The Guidelines require the CEO and other members of senior management to receive the approval of the Governance and Risk Committee before accepting any outside board membership. The Guidelines prohibit the CEO from serving on the board of directors of more than one publicly traded company (other than OSG or a company in which OSG has a significant equity interest).

If a director’s principal occupation or business association changes substantially, that director is required by the Guidelines to inform the ChairmanChair of the Governance and Risk Committee of the change and offer to resign from the Board. In such case, such Committee must recommend to the Board the action, if any, to be taken with respect to the offer of resignation, taking into account the appropriateness of continued Board membership.

Committees

The Board has three standing committees: the Audit Committee, the Governance and Risk Committee, and the Compensation Committee. Each of these committees has a charter that is posted on OSG’s website, www.osg.com, and is available in print upon request.

Audit Committee.The Audit Committee is required to have no fewer than three members, all of whom must be and are independent directors in accordance with SEC and NYSE rules, as well as under the standards set forth in the Guidelines. During its current term, the Committee consisted of Messrs.Mr. Reddy (Chair) and Kronsberg,, Ms. DeLaet and Ms. DeLaet.Silcock. The Board affirmatively determined that each member of the Committee was independent and qualified as an audit committee financial expert, both as defined by rules of the SEC and NYSE. The Audit Committee met eight times in 2022.2023. The Committee meets frequently in executive session, without any members of management present, to confer with the independent registered public accounting firm and internal auditors. It also meets separately with executive management.

The Audit Committee oversees OSG’s accounting, financial reporting process, internal controls, and audits and consults with management, internal auditors, and our independent registered public accounting firm on, among other things, matters related to the annual audit, the accounting principles applied to the financial statements, and the oversight of financial risk associated with OSG’s operations.

The Audit Committee retains OSG’S independent registered public accounting firm, subject to stockholder ratification (although the stockholder vote is not binding). The Committee may in its sole discretion terminate the engagement of the firm and direct the appointment of another independent auditor at any time if it determines that such an appointment would be in the best interests of OSG and our stockholders. The Committee maintains direct responsibility for the compensation and oversight of the independent registered public accounting firm and evaluates its qualifications, performance, and independence.

The Committee has established policies and procedures for the pre-approval of all services provided by the independent registered public accounting firm.

Governance and Risk Committee.The Governance and Risk Committee is required to have no fewer than three members, all of whom must be and are independent directors under the standards set forth in the Guidelines. During its current term, the Committee consisted of Ms. ManuelDeLaet (Chair), Ms. Silcock,Luria, and Mr. Taylor.Reddy. The Board affirmatively determined that each member of the Committee was independent. The Governance and Risk Committee met four times in 2022.2023.

The Governance and Risk Committee evaluates prospective nominees for election to the Board who are identified or referred by other Board members, management, stockholders or external sources and all self-nominated candidates, and recommends to the Board those individuals the Committee believes are best qualified to serve on the Board. The Committee will consider recommendations for director nominees from stockholders made in writing to the following address: Corporate Secretary, Overseas Shipholding Group, Inc., 302 Knights Run Avenue, Suite 1200, Tampa, Florida 33602.

The Committee uses the same criteria for evaluating candidates nominated by stockholders and self-nominated candidates as it does for those proposed by other Board members, management, and search consultants. This Committee also reviews and recommends to the Board changes to the Guidelines and leads the annual review of the Board’s performance.

The Governance and Risk Committee provides oversight over non-financial risks associated with OSG’s operations, including environmental, social, and governance strategies, policies and practices, cybersecurity risk mitigation, as well as our vessels’ adherence to environmental and regulatory requirement.

Compensation Committee.The Compensation Committee is required to have no fewer than three members, all of whom must be and are independent directors under the standards set forth in the Guidelines. During its current term, the Compensation Committee consisted of Ms. Silcock (Chair), Ms. DeLaet,Mr. Kronsberg and Ms. Manuel.Mr. Taylor. The Board affirmatively determined that each member of the Committee was independent under applicable rules of the NYSE, SEC, and Internal Revenue Code. The Compensation Committee met eightfive times in 2022.2023.

The Compensation Committee establishes, oversees, and carries out OSG’s compensation philosophy and strategy, and assesses compensation-related risks. It implements the Board’s responsibilities relating to the compensation of our executive officers and seeks to ensure that they are compensated in a manner consistent with the philosophy and competitive with its peers. This Committee monitors and oversees the preparation of the section entitled “How We Compensate Our Executives”“Compensation Discussion and Analysis” for inclusion in OSG’s annual proxy statements.

Related Party Transactions

Related party transactions may present potential or actual conflicts of interest or create the appearance that decisions are based on considerations other than the best interests of OSG and our stockholders. Our Code of Business Conduct and Ethics requires all directors, officers, and employees who may have aan actual or potential or apparent conflict of interest to disclose fully all the relevant facts to OSG’s legal department any time they arise. Any proposed transaction or relationship that could be viewed aspose a potential conflict is carefully reviewed, with those determined to be related party transactions reported to the Board for consideration. If the related party is a director, that director will not participate in the consideration. In deciding whether to approve the proposed related party transaction, the Board will determine whether the transaction is on terms that could be obtained in an arm’s length transaction with an unrelated third party and if the transaction is in the best interest of the stockholders and OSG. If the related party transaction is not on such terms, it will not be approved. In addition, every quarter, our Corporate Secretary determines whether any related party transactions have occurred and reports the findings to the Audit Committee. In addition to this reporting requirement, in order to affirmatively seek to identify related party transactions, each year we require our directors and executive officers to complete questionnaires identifying any transactions with OSG in which the director or officer has an interest. There were no related party transactions in 2022.2023.

In addition, each quarter we monitor transactions between the Company with stockholders that own more than 5% of OSG’s shares and report these transactions to the Audit Committee. In 2023, OSG made payments aggregating $145,472 to subsidiaries of Saltchuk Resources, Inc., a holder of more than 5% of OSG’s Class A Common Stock, for port expenses, tug assist services, and the purchase of lube oil. These payments were made in the ordinary course of business and were on terms comparable to similar transactions with unaffiliated parties.

DIRECTOR COMPENSATION

Our non-employee directors receive annual cash retainers, with additional annual cash retainers for service as a committee member or chair or for services as Board Chair. In addition, each non-employee director receives an annual award of restricted stock units, or RSUs, under the Non-Employee Director Incentive Compensation Plan (the “Director Plan”), which permits the grant of various types of equity-basedequity- based awards to directors. Directors receive an annual grant of time-based RSUs on the date of each annual meeting, with the number of RSUs being equal to the value shown in the table below divided by our closing stock price on the date of grant. No additional fees are paid for attendance at any Board or committee meetings.

For its current term,2023, the following sets forth the annual cash retainers and RSU values for our non-employee directors:

* Rounded to the nearest 100 shares

The following table shows the total compensation paid to OSG’sthe non-employee directors during calendar year 2022:2023:

OSG encourages stock ownership by directors in order to align their interests with those of our 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 in place stock ownership guidelines for non-employee directors. Under the stock ownership guidelines, each non-employee director is expected, within five years of becoming a director, to own shares of the OSG’s Class A Common Stock with a market value equal to at least three times the annual cash retainer for Board service. The directors are in compliance with these guidelines.

HOW WE COMPENSATE OUR EXECUTIVESCOMPENSATION DISCUSSION & ANALYSIS

This sectionCompensation Discussion and Analysis (“CD&A”) provides information regarding the compensation program for 20222023 for individuals who served as executive officers and who are listed in the Summary Compensation Table below (collectively, the “Named Executive Officers” or “NEOs”). Our for 2023. Those NEOs for 20222023 are:

As noted elsewhereFor more information about our NEOs, see Item 1. “Directors, Executive Officers, and Corporate Governance in this Proxy Statement, OSG qualifies as a “Smaller Reporting Company,”our 2023 Form 10-K. The Human Resources and Compensation Committee of the Board of Directors (the “Compensation Committee” or “SRC,” under SEC rules. As a Smaller Reporting Company, we are permitted to provide reduced disclosures in this Proxy Statement, including those relating to executive compensation. Among other things, we are no longer required to have a Compensation Discussion and Analysis. Nevertheless, we are providing“Committee”) is responsible for overseeing the following information to be transparentcompensation arrangements applicable to our stockholders on how we compensate our executives. This section describes our compensation philosophy, the objectives of our executive compensation program and policies, the elements of the compensation program and how each element fits into our overall compensation philosophy and strategy.NEOs.

Executing on Strategy: Our 20222023 Performance

The compensation program for 2023 was designed by the Compensation Committee to incentivize our executives to achieve the Company’s strategic and operational goals and was heavily weighted on performance-based measures. The performance measures for our 20222023 compensation program were set by our Compensationthe Committee at a period in which the midstCompany’s business was reacting to the volatility and uncertainties in world oil markets caused by the war in Ukraine and when the Company was continuing its rebound from the lingering impacts of significant uncertainty as the COVID-19 pandemic continuedpandemic. During 2023, the Company maintained its focus and successfully executed its strategy of achieving longer-term charters at profitable rates, enabling us to have significant impacts onmeet or exceed our business and Russia had just invaded Ukraine. These developments greatly disrupted the market demand for our services, and the Committee was unable to predict the duration and severity of these developments on our business. In the face of these developments, our executives acted quickly to reactivate our fleet and recruit mariners and they were also successful in focusing on the execution of our long-term business strategies. Always, safety and quality are the key focuses of our operations, with a foundation of corporate culture that continuously seeksfinancial targets while seeking to achieve the highest standards in protecting the environment and ensuring the health and safety of all of our employees. We have issued a Sustainability Report contemporaneously with our Annual Report and this Proxy Statement which states our commitment to reducing our carbon footprint and to making cultural changes that will provide benefits to our human capital.

The narrative that follows describes the compensation program for 2022, which was designed by our Compensation Committee to incentivize our executives to achieve our strategic and operational goals. The compensation program is heavily weighted on performance-based measures.

Say on PaySay-on-Pay Results - Consideration of Stockholder Feedback

At our 20222023 annual meeting of stockholders, 99.26%99.57% of the stockholders who votedvotes cast on theour say-on-pay proposal were voted in favor of our executive compensation program. We believe that this level of support reflects our stockholders’ belief that our compensation program is effective and reasonable.

Summary of the 20222023 Compensation Program

The 20222023 compensation program mirrored the structure and metrics used for 2021.in previous years. The Compensation Committee determined that the elements of the program remained consistent with the Company’s philosophy and would appropriately motivate the executive officers. The annual incentive compensation program continued using the objective, performance-based metrics of free cash flow (“FCF”) and selling, general and administrative (“SG&A”) costs measured over a one-year performance period. The long-term equity grants also continued with a mix of time-based and performance-based grants using relative total shareholder return (“TSR”) and return on invested capital (“ROIC”) performance metrics.

The following table is the mix of compensation approved by the Compensation Committee for the 20222023 compensation program:

In addition, in March 2022, the Compensation Committee implemented a retention program to recognize the efforts and high performance of our executives, including their efforts to remain in compliance with our financial covenants during the peak period of the COVID-19 pandemic, which had a significant negative impact on our business. See details under “2022 Retention Grant Program” below.

OUR COMPENSATION PRINCIPLES, COMPONENTS AND PRACTICES

Our Executive Compensation Philosophy and Practices

We believe that a well-designed compensation program is a powerful tool to attract, motivate, retain and reward top executive and managerial talent and that it should also align the interests of our executive officers with those of our stockholders. We have structured our compensation program to drive and support these objectives:

Executive Compensation Practices: What We Do and What We Do Not Do

The following table summarizes some of the key features of our executive compensation program.program, discussed in greater detail below.

	What We Do			What We Don’t Do
	Utilize compensation benchmarking - We review publicly available information to evaluate how our executive compensationNEOs’ opportunities compare to those for similar positions at comparable companies			No hedging and no pledging - Board members, executive officers and other employees are prohibited from engaging in hedging transactions or pledging OSG stock per our Insider Trading Policy
	Pay for performance - A significant portion of compensation is at risk, including compensation that is stock and/or performance based, tied to pre-established performance goals aligned with our short-term and long-term objectives
	Compensation recoupment policies - We maintain a strict compensation recoupment (clawback) policy, which has been revised to comply with the new SEC regulations and NYSE listing requirements
	Stock ownership guidelines - Our Board has established robust stock ownership guidelines for executive officers and directors
	Independent compensation consultant - The Compensation Committee engages an independent compensation consulting firm to review and provide recommendations on our executive compensation program

	What We Don’t Do
	No hedging and no pledging - Board members, executive officers and other employees are prohibited from engaging in hedging transactions or pledging OSG stock per our Insider Trading Policy
	No automatic or guaranteed pay - Salary increases and incentive payments are not guaranteed
			No tax gross ups- We do not provide for any tax reimbursements or tax gross-ups
	Compensation recoupment policies - We maintain a strict compensation recoupment (clawback) policy
		No special retirement programs- We do not offer a supplemental executive retirement plan
	Stock ownership guidelines - Our Board has established robust stock ownership guidelines for executive officers and directors			No stock option re-pricing - We do not allow discounted stock options, reload stock options or stock option re-pricing without stockholder approval
	Independent compensation consultant - The Compensation Committee engages an independent compensation consulting firm to review and provide recommendations on our executive compensation program			No dividends on unvested equity- Dividend-Dividend equivalents are accrued but not paid on all unvested equity grants. For Performance-based RSUs (“PRSUs”), no dividends are paid until the performance conditions are satisfied and the PRSUs vest
				No perquisites - We do not provide any executive perquisites

Compensation Risk Mitigation

The Compensation Committee annually assesses risks that may be present in our compensation program and has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on OSG. Because the CompensationThe Committee believes that a significant portion of our executive officers’NEOs’ total compensation should be performance-based, variable and “at risk”, the Committeeresulting in a program that uses a mix of performance measures and goals in our incentive compensationgoals. The program is designed with the objective of balancing our short- and long-term goals and discouraging excessive or inappropriate risk-taking by eliminating any inducement to over-emphasize one goal to the detriment of others. To further mitigate excessive risk taking, we have adopted the following:

Roles in Setting Executive Compensation

Role of the Compensation Committee

The primary role of ourthe Compensation Committee, which consists entirely of independent directors, is to establish our compensation philosophy and strategy consistent with the strategic goals of our business and to provide our executivesNEOs with compensation opportunities consistent with thethis philosophy and strategy.with the strategic goals of the business. The Committee takes many factors into account when making compensation decisions, with respect to our executives, including the individual’s performance and experience; the individual’s ability of the individual to affect our long-term growth and success; OSG’s overall performance; internal equity among the executives;NEOs; and external, publicly available market data on competitive compensation practices and levels. The Committee typically establishes the annual compensation program during the first quarter of each fiscal year, setting specific annual and long-term Company goals and designing the compensation program for that year to support and reward the achievement of those goals. In setting the compensation for our executive officers, other than the CEO, the Committee considers, among other things, the recommendations of our CEO. TheCEO, with the Committee isbeing solely responsible for making all decisions on the compensation of our executives.NEOs.

The Compensation Committee regularly meets in executive session on a quarterly basis, and otherwise, as necessary for discussions or decisions regarding executive compensation.

Role of Compensation Consultant

The Compensation Committee engaged Lyons Benenson & Company Inc. (“LB&Co”) in 20222023 as its independent compensation consultant to assist and advise the Committee on all aspects of OSG’s executive and director compensation programs and related corporate governance matters. LB&Co does not provide other services to OSG or its executive officers.NEOs. LB&Co was retained directly by the Committee, which, in its discretion, has the sole authority to select, approve, retain, terminate, and oversee its relationship with its consultant. In selecting its2023, the Committee conducted an interview process with other compensation consultant, theconsultants, determining to continue to retain LB&Co. The Committee considered the independence of LB&Co in accordance with the standards of the NYSE, applicable rules and regulations of the SEC and other laws relating to the independence of advisors and consultants. The Committee determined that the work of LB&Co did not raise any conflictconflicts of interest in 2022.2023.

A representative of LB&Co. attended&Co participated by telephone or video conference in all meetings of the Compensation Committee in 2022.2023.

Role of the CEO in Setting Compensation

Decisions relating to the CEO’s performance and compensation are made by the Compensation Committee in executive session.session with the assistance of advice and market information received by the independent compensation consultant. In making determinations regarding compensation for the other executive officers,NEOs, the Committee generally considers the recommendations of the CEO and the advice received from LB&Co. In making his recommendations, the CEO evaluates the performance of each executive, considers each executive’s compensation in relation to the competitive marketplace as well as to our other officersNEOs and assesses retention risks. The Committee then reviews, modifies (as appropriate) or approves these recommendations and either reports the results to the Board or recommends actions for the Board to approve.

Peer Group and Benchmarking

We strive for total compensation to be competitive with a group of companies selected annually by the Compensation Committee that are similar to OSG in terms of industry focus, scope of operations, size (in terms of revenues and market capitalization), and the competitive marketplace. Historically, OSG has designated two distinct peer groups for the purposes of assessing market compensation and determining its executive compensation structure: (1) an Industry Peer Group and (2) a Florida Market Peer Group. Both peer groups are limited to companies for which executive compensation data is publicly available. This limitation necessarily eliminates some of our closest competitors from the Industry Peer Group, as many of them are privately held and therefore do not disclose executive compensation. The Florida Market Peer Group is based on a broader set of companies of similar size to OSG with headquarters in Florida. The goal of using the Florida Market Peer Group is to gain a greater understanding of the competitive compensation landscape in the Florida market where we are based, which we believe complements the analysis and use of the Industry Peer Group data.

When recommending the 2023 peer groups to the Compensation Committee, LB&Co considered various measures of financial and operating performance, the scope of products and services offered, and the geographical footprint of each of the potential peer group companies.

2023 Industry Peer Group

2023 Florida Market Peer Group

Components of Named Executive Officer Compensation

The Compensation Committee reviews each element of compensation annually to ensure alignment with our compensation philosophy and objectives, as well as to assess our executive compensation program and levels relative to the competitive landscape. Our executive compensation program for 20222023 consisted of the following:

Named Executive Officer Compensation Mix

The charts below depict the mix of thosethe elements of the 20222023 compensation program that are at-risk, such as the cash paymentpayments under our Annual Incentive Program (as discusseddefined below), and time and performance-based equity grants, compared to the fixed base salary for the CEO and the other NEOs. These charts exclude the 2022 Retention Grant.

Base Salary

We strive to pay base salaries that are market-competitivemarket competitive for a company of our size so as to attract and retain talented executives and to provide a secure fixed level of compensation. The Compensation Committee regularly reviews the base salaries of our executive officers and compares them to the salaries of senior management among the Industry and Florida peer group as well as other regional market data,groups, bearing in mind that total estimated direct compensation opportunity is the principal comparative measure of the competitiveness of our program. Based on its own experience and such comparison, the Committee determines whether the salaries of the executive officers are at levels sufficient to attract, motivate and retain, in concert with other elements of compensation, the executive officers who are essential to leading OSG and driving stockholder value.

20222023 Annual Incentive Program for the Executive Officers

AtOur Annual Incentive Program for 2023 (“Annual Incentive Program”) is consistent with our 2019 Annual Meeting of Stockholders,compensation philosophy, is in line with competitive practices within our stockholders approvedpeer groups, and complies with the 2019 Incentive Compensation Plan for Management (the “Plan”) which nowthat was approved by our shareholders in 2019 and governs all of our incentive awards given by OSG.

The Annual Incentive Program for 2022 (“Annual Incentive Program”) is consistent with our compensation philosophy, meets the requirements of the Plan, and is in line with compensation practices within OSG’s peer group.awards.

The following summarizes the design of the Annual Incentive Program for the executive officers,NEOs, which is the same design adopted by the Compensation Committee for 2020 and 2021.since 2020:

Achievement of performance is measured based upon the calculation of the Pool, as described above, and consideration of individual goals approved in advance of the performance year by the Compensation Committee for each of the executive officers as described in the table below. FollowingNEOs. At the end of the 2023 performance period, the Compensation Committee certified the FCF formula and evaluated each of the NEO’s individual performance to determine the achievement level. The outcome of this analysis and evaluation of performance for the Annual Incentive Program is set forth in the final column:

Long-Term Incentives

Long Term Incentives

The Compensation Committee determined to continuecontinued to grant performance-based RSU awards that are tied to TSR and cumulative ROIC metrics (equally weighted) with vesting after a three-year performance period ending on December 31, 2024.2025. These awards are subject to the achievement of performance goals based on OSG’s three-year TSR relative to the three-year TSR of the Oil & Gas Storage & Transportation and Marine GICS Sub-Industries, and OSG’s ROIC relative to our budgeted ROIC for the performance period. ROIC is net operating profit after taxes divided by the net of total debt plus stockholder equity less cash.