Form 4: International Seaways CAO, SVP, Sec. & General Counsel Receives Stock Grants

James D. Small III, CAO, SVP, Sec. & General Counsel of International Seaways, Inc., was granted restricted stock units and performance restricted stock units on March 12, 2025.

Summary

• On March 12, 2025, James D. Small III, CAO, SVP, Sec. & General Counsel of International Seaways, Inc. (INSW), received grants of restricted stock units (RSUs) and performance restricted stock units (PRSUs) under the company's 2020 Management Incentive Plan.
• The grant included 10,356 restricted stock units (RSUs) that vest in equal installments over three years.
• Each RSU represents the right to acquire one share of INSW common stock, with settlement potentially in shares or cash, net of withholdings.
• Additionally, 10,356 performance restricted stock units (PRSUs) were granted, with vesting contingent on performance against an operating performance metric (return on invested capital, or ROIC) and a market performance metric (total shareholder return, or TSR, relative to a peer group).
• The performance period for the PRSUs is from January 2, 2025, to December 31, 2027.
• The number of shares vesting from the PRSUs can range from 50% to 150% of the target amount, depending on performance achievement, and will be determined by the Compensation Committee.

Sentiment

Score: 7

Explanation: The document reflects a standard executive compensation practice, indicating confidence in the executive's continued contribution and alignment with shareholder interests. It's a neutral to slightly positive event.

Positives

• The grants align executive compensation with company performance and shareholder returns through the use of PRSUs tied to ROIC and TSR.
• The vesting schedule of the RSUs encourages continued service and commitment from the executive.

Risks

• The actual number of shares vesting from the PRSUs is uncertain and depends on the company's performance against the specified metrics.
• The Compensation Committee has discretion in determining the form of settlement for vested RSUs (cash or shares), which could impact shareholders.

Future Outlook

The vesting of the RSUs and PRSUs is contingent upon continued service and the achievement of specific performance metrics over the coming years.

Industry Context

Stock grants are a common practice in the maritime industry to incentivize and retain key executives, aligning their interests with those of shareholders.

Comparison to Industry Standards

• Many companies in the shipping industry, such as Teekay Corporation and Scorpio Tankers, utilize similar equity-based compensation plans to incentivize executives.
• The specific metrics used (ROIC and TSR) are also common in performance-based equity awards across various industries.
• The vesting schedules and performance periods are generally in line with industry norms.

Stakeholder Impact

• Shareholders: The grants align executive interests with shareholder value creation.
• Employees: The grants may serve as a positive signal regarding the company's commitment to its leadership team.

Next Steps

• The executive will continue to work towards achieving the performance metrics associated with the PRSUs.
• The Compensation Committee will assess performance against the metrics at the end of the performance period (December 31, 2027) to determine the number of shares vesting.

Key Dates