Form 4: INSW Treasurer's Equity Transactions & Grants

International Seaways Treasurer Debra Grillo reported recent equity transactions, including RSU vesting, tax-related share disposition, and new RSU and PRSU grants.

Summary

• Debra Grillo, Treasurer of International Seaways, Inc. (INSW), reported transactions related to her beneficial ownership of company securities.
• On October 24, 2025, 1,944 shares of Common Stock were acquired due to the vesting of restricted stock units granted on April 24, 2024, under the 2020 Management Incentive Compensation Plan.
• Concurrently on October 24, 2025, 759 shares were disposed of by International Seaways, Inc. to cover tax withholding liabilities associated with the RSU vesting.
• On July 3, 2025, 2,715 Restricted Stock Units (RSUs) were granted under the 2025 Management Incentive Plan, vesting one-third annually over three years.
• Also on July 3, 2025, 2,714 Performance Restricted Stock Units (PRSUs) were granted under the 2025 Plan, with vesting contingent on operating performance (ROIC) and market performance (relative TSR) over a three-year period from January 2, 2025, to December 31, 2027.
• The Form 4 filing was submitted late due to an administrative oversight.

Sentiment

Score: 6

Explanation: The filing reflects routine executive compensation and incentive alignment, which is generally positive for corporate governance. The minor negative is the administrative oversight leading to a late filing.

Positives

• The grants of Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs) align management's interests with those of shareholders by tying compensation to company performance and stock value.
• The vesting of previously granted RSUs demonstrates the ongoing execution of the company's incentive compensation plans.

Negatives

• The Form 4 was filed late due to administrative oversight, which indicates a minor procedural lapse.

Risks

• The number of shares ultimately received from Performance Restricted Stock Units (PRSUs) is uncertain, as it depends on achieving specific operating and market performance metrics over a three-year period, with a performance factor ranging from 50% to 150%.

Future Outlook

The future outlook for the reporting person's equity compensation is tied to the vesting schedules of the granted Restricted Stock Units (RSUs) over the next three years and the company's performance against specific operating and market metrics for the Performance Restricted Stock Units (PRSUs) through December 31, 2027.

Industry Context

Executive compensation through equity grants, such as Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs), is a standard practice across publicly traded companies. This approach aims to align the long-term interests of management with those of shareholders by incentivizing performance and stock value appreciation.

Comparison to Industry Standards

• The use of both time-based (RSUs) and performance-based (PRSUs) equity awards is a common and well-regarded structure for executive compensation in the industry, reflecting best practices for aligning management incentives with shareholder value creation.
• The specific performance metrics (ROIC and relative TSR) for PRSUs are typical choices for evaluating executive performance in many sectors, including the shipping industry, as they reflect both operational efficiency and market competitiveness.

Corporate Governance

Stakeholder Impact

• Shareholders: Benefit from increased alignment of management's financial interests with the company's long-term performance and stock value through equity-based compensation.
• Employees (Reporting Person): Receives significant equity compensation, incentivizing continued dedication and performance.

Next Steps

• The Human Resources and Compensation Committee of the Board will certify the achievement of applicable performance metrics for the PRSUs following the end of the measurement period on December 31, 2027.
• The granted Restricted Stock Units (RSUs) will vest in one-third increments on the first, second, and third anniversaries of the July 3, 2025 grant date.

Key Dates

Recommendation

This Form 4 details routine executive compensation grants and vesting, which are standard practices for aligning management incentives with shareholder interests. It does not contain information that would typically warrant a change in investment recommendation for the stock.

Keywords

International Seaways, INSW, Form 4, Insider Transaction, Equity Grants, Restricted Stock Units, Performance Restricted Stock Units, Executive Compensation, Debra Grillo, Corporate Governance