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 12, 2025, under the company's 2020 Management Incentive Plan.

Summary

• Adewale Oshodi, Vice President & Controller of International Seaways, Inc. (INSW), received grants of restricted stock units (RSUs) and performance restricted stock units (PRSUs) on March 12, 2025.
• The grants were made under the International Seaways 2020 Management Incentive Plan.
• Oshodi received 3,402 RSUs, which 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, and settlement may be in shares or cash, net of applicable taxes.
• Additionally, Oshodi received 3,402 PRSUs, with performance measured over a three-year period from January 2, 2025, to December 31, 2027.
• Performance will be 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).
• Each metric accounts for half of the PRSUs granted.
• The number of shares vesting from the PRSUs can range from 50% to 150% of the initial grant, depending on performance achievement, and will be determined by the Compensation Committee.

Sentiment

Score: 6

Explanation: The document is neutral in tone, detailing routine executive compensation. The grants are positive for aligning executive interests with shareholders, but the actual value depends on future performance.

Positives

• The grants of RSUs and PRSUs align the executive's interests with those of the shareholders.
• The performance-based vesting of PRSUs incentivizes the executive to improve the company's ROIC and TSR.

Risks

• The actual number of shares vesting from the PRSUs is dependent on the company's performance, which is subject to market conditions and other factors.
• The Compensation Committee has discretion in determining the form of settlement for vested RSUs (shares or cash).

Future Outlook

The number of shares vesting from the PRSUs will depend on the company's performance relative to ROIC and TSR targets over the three-year performance period ending December 31, 2027.

Industry Context

Granting stock-based compensation is a common practice in the maritime industry to incentivize executives and align their interests with shareholders. Performance-based equity awards are increasingly used to drive specific financial and operational goals.

Comparison to Industry Standards

• Companies like Teekay Corporation and DHT Holdings also utilize equity-based compensation plans for their executives.
• The specific metrics used for performance-based awards (ROIC and TSR) are common benchmarks for evaluating company performance in the shipping industry.
• The vesting schedules and performance periods are generally in line with industry standards.

Stakeholder Impact

• Shareholders: The grants align executive interests with shareholder value creation.
• Employees: The grants may motivate other employees through the example set by executive compensation.

Next Steps

• The Compensation Committee will certify the achievement of the applicable performance metrics for the PRSUs following the end of the measurement period.
• The number of shares vesting from the PRSUs will be reported after the Compensation Committee's certification.

Key Dates