Form 4: International Seaways Executive Granted Restricted Stock Units and Performance Restricted Stock Units

Derek G. Solon, Senior Vice President 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

• On March 12, 2025, Derek G. Solon, 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 included 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, and settlement may be in shares or cash, net of applicable taxes and withholdings, as determined by the Human Resources and Compensation Committee.
• Additionally, 9,200 performance restricted stock units (PRSUs) were granted, with achievement measured over a three-year period from January 2, 2025, to December 31, 2027.
• The 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), each accounting for half of the PRSUs.
• The number of shares vesting from the PRSUs can range from 50% to 150% of the grant, depending on performance, and will be reported after certification by the Compensation Committee.

Sentiment

Score: 6

Explanation: The document is neutral in tone, simply reporting the grant of equity compensation. The sentiment is slightly positive as it indicates alignment of executive interests with shareholder value.

Positives

• The grants of RSUs and PRSUs align executive compensation with company 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 executive to achieve 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 specified metrics.
• The Compensation Committee has discretion in determining the form of settlement for the RSUs (cash or shares), which could impact the executive's ownership stake.

Future Outlook

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

Industry Context

Equity grants are a common practice in the maritime industry to incentivize executives and align their interests with those of shareholders. Performance-based equity grants, like the PRSUs, 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 (ROIC and TSR) are common performance indicators in the shipping industry, reflecting a focus on profitability and shareholder returns.
• Vesting schedules and performance targets vary across companies, but the general structure of these grants is consistent with industry norms.

Stakeholder Impact

• Shareholders: The equity grants aim to align executive interests with shareholder value creation.
• Employees: The grants may serve as a motivation for other employees, demonstrating the company's commitment to rewarding performance.
• Executives: The grants provide an incentive for the executive to drive company performance and increase shareholder value.

Next Steps

• The Compensation Committee will certify the achievement of the applicable performance metrics for the PRSUs following the end of the measurement period on December 31, 2027.
• The number of shares vesting from the PRSUs will be reported after the Compensation Committee's certification.

Key Dates