Form 4: International Seaways Executive Awarded Stock Units

International Seaways, Inc. reports the grant of restricted stock units and performance-based restricted stock units to President & CEO Lois K. Zabrocky.

Summary

• Lois K. Zabrocky, President & CEO of International Seaways, Inc., was granted 20,542 restricted stock units (RSUs) on June 8, 2026.
• These RSUs vest one-third annually over three years.
• Additionally, 20,542 performance-based restricted stock units (PRSUs) were granted on the same date.
• The PRSUs are tied to achieving specific return on invested capital (ROIC) and total shareholder return (TSR) metrics over a three-year period.
• The performance measurement period for PRSUs is from January 2, 2026, to December 31, 2028.
• The number of shares ultimately received for PRSUs can range from 50% to 150% of the grant, depending on performance achievement.
• Settlement of vested RSUs and PRSUs can be in cash or common stock, at the discretion of the Human Resources and Compensation Committee.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it details standard executive compensation practices and incentivizes future performance, but does not contain new financial results or strategic shifts.

Positives

• Grant of equity awards to key executive, signaling alignment of executive interests with shareholder value.
• Performance-based component of PRSUs incentivizes achievement of specific financial and market performance targets.
• Vesting schedule for RSUs promotes executive retention over a three-year period.

Negatives

• The number of shares ultimately received for PRSUs is contingent on performance, introducing uncertainty.
• Potential for tax withholdings to reduce the net number of shares received upon settlement.

Risks

• Failure to meet ROIC and TSR performance metrics could result in a reduced payout of PRSUs.
• Market volatility could impact the TSR metric for PRSUs.
• The Human Resources and Compensation Committee has discretion over settlement method (cash or stock) for vested units.

Future Outlook

The future outlook for the PRSUs is dependent on the company achieving specific ROIC and TSR targets between January 2, 2026, and December 31, 2028. The number of shares received will be determined by a performance factor ranging from 50% to 150% of the grant.

Management Comments

• The grant is made pursuant to the International Seaways 2025 Management Incentive Plan.
• Vesting of RSUs occurs one-third on each of the first, second, and third anniversaries of the grant date.
• PRSU achievement is measured using ROIC and TSR relative to a peer group.
• Settlement of vested units may be in shares or cash, at the discretion of the Human Resources and Compensation Committee, net of taxes and withholdings.

Industry Context

StockSavvy.ai notes that the granting of performance-based equity awards to senior executives is a common practice in the shipping industry to align management incentives with long-term company performance and shareholder returns.

Stakeholder Impact

• Shareholders: The equity grants align executive interests with long-term shareholder value creation, potentially leading to improved company performance.
• Employees: The 2025 Management Incentive Plan provides a framework for executive compensation, which can indirectly influence overall company culture and motivation.
• Management: Lois K. Zabrocky receives equity awards that are subject to vesting and performance conditions, providing both incentive and retention.

Next Steps

• Vesting of one-third of RSUs on each of the first, second, and third anniversaries of June 8, 2026.
• Certification of PRSU performance metrics by the Compensation Committee after December 31, 2028.
• Settlement of vested RSUs and PRSUs (in cash or stock) following vesting and performance certification.

Key Dates

Keywords

International Seaways, INSW, Form 4, Restricted Stock Units, Performance Shares, Executive Compensation, Lois K. Zabrocky, SEC Filing, Equity Awards, Stock Options