Form 4: International Seaways Executive Granted Restricted Stock Units

Adewale Oshodi, Vice President & Controller of International Seaways, Inc., was granted restricted stock units and performance restricted stock units on March 14, 2024, under the company's 2020 Management Incentive Plan.

Summary

• On March 14, 2024, Adewale Oshodi, Vice President & Controller 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 1,922 restricted stock units (RSUs) that vest in equal installments over three years from the grant date.
• Each RSU represents the right to acquire one share of INSW Common Stock, with settlement potentially in shares or cash, net of applicable taxes.
• Additionally, 1,922 performance restricted stock units (PRSUs) were granted, with achievement measured over a three-year period from January 2, 2024, to December 31, 2026.
• PRSU performance is based on 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 number of shares vesting from the PRSUs can range from 50% to 150% of the target amount, depending on performance, and will be determined by the Compensation Committee after the performance period.

Sentiment

Score: 7

Explanation: The document is a routine disclosure of executive compensation. The sentiment is neutral to slightly positive as it reflects alignment of management and shareholder interests through equity incentives.

Positives

• The grant of RSUs and PRSUs aligns the executive's interests with those of the shareholders, incentivizing performance and long-term value creation.
• The performance-based vesting of PRSUs encourages the achievement of specific financial and market goals.

Risks

• The actual number of shares vesting from the PRSUs is contingent on the company's performance against the specified metrics, introducing uncertainty.
• The Compensation Committee has discretion in determining the form of settlement for RSUs (cash or shares), which could impact shareholder dilution.

Future Outlook

The vesting of the RSUs will occur over the next three years. The vesting of the PRSUs will depend on the company's performance over the three-year period ending December 31, 2026, with the number of shares vesting determined by the Compensation Committee.

Industry Context

Equity grants are a common practice in the maritime shipping industry to attract, retain, and incentivize key executives. The use of performance-based equity aligns executive compensation with shareholder value creation, which is increasingly favored by investors.

Comparison to Industry Standards

• Companies like Teekay Corporation and DHT Holdings also utilize restricted stock units and performance-based equity compensation for their executives.
• The specific metrics used (ROIC and relative TSR) are common performance indicators in the shipping industry, reflecting a focus on profitability and shareholder returns.
• The vesting schedules and performance targets are likely benchmarked against industry peers to ensure competitiveness.

Stakeholder Impact

• Shareholders: The equity grants align executive interests with shareholder value creation.
• Employees: The grants may contribute to employee morale and retention.
• Executives: The grants provide an incentive for achieving company performance goals.

Next Steps

• The RSUs will vest over the next three years.
• The Compensation Committee will determine the vesting of the PRSUs after the three-year performance period ending December 31, 2026.
• The company will report any subsequent transactions related to these securities in future SEC filings.

Key Dates