Form 4: International Seaways Executive Granted Restricted Stock Units

William F. Nugent, a Senior Vice President at International Seaways, Inc., was granted restricted stock units and performance restricted stock units on March 12, 2025, under the company's 2020 Management Incentive Plan.

Summary

• On March 12, 2025, William F. Nugent, a Senior Vice President at 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 includes 9,200 restricted stock units (RSUs) that vest in three equal installments on the first, second, and third anniversaries of 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, 9,200 performance restricted stock units (PRSUs) were granted, with vesting contingent on achieving performance metrics over a three-year period from January 2, 2025, to December 31, 2027.
• The performance metrics include return on invested capital (ROIC) and total shareholder return (TSR) relative to a peer group, each accounting for half of the PRSUs.
• The number of shares vesting from the PRSUs can range from 50% to 150% of the granted amount, depending on the performance factor, and will be determined by the Compensation Committee after the measurement period.

Sentiment

Score: 7

Explanation: The document reflects a standard executive compensation practice, aligning management incentives with shareholder value. The sentiment is neutral to positive as it indicates a commitment to performance-based rewards.

Positives

• The grants of RSUs and PRSUs align executive compensation with the company's performance and shareholder value.
• The vesting schedule of the RSUs encourages continued service by the executive.
• The performance-based vesting of the PRSUs incentivizes the achievement of specific financial and market goals.

Risks

• The actual number of shares vesting from the PRSUs is uncertain and depends on the company's performance against the set metrics.
• Changes in the company's performance or market conditions could affect the value of the RSUs and PRSUs.

Future Outlook

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

Industry Context

Executive compensation packages often include stock-based awards to align management's interests with those of shareholders. The use of both time-based and performance-based vesting is a common practice.

Comparison to Industry Standards

• Many companies in the shipping industry use a combination of restricted stock and performance-based equity awards to incentivize executives.
• Peer companies such as Teekay Corporation and DHT Holdings also utilize similar compensation structures.
• The specific metrics used (ROIC and TSR) are common indicators of financial performance and shareholder value creation.

Stakeholder Impact

• Shareholders: The compensation structure aims to align management's interests with shareholder value creation.
• Employees: The incentive plan may motivate employees through the example set by executive compensation.
• Executives: The grants provide an incentive for executives to achieve company performance goals.

Next Steps

• The Compensation Committee will assess the achievement of the performance metrics for the PRSUs at the end of the three-year measurement period.
• Vested RSUs will be settled in either shares of common stock or cash, as determined by the Human Resources and Compensation Committee.

Key Dates