Form 4: International Seaways Executive Granted Stock and Performance-Based Units

Jeffrey Pribor, SVP and CFO of International Seaways, received restricted stock units and performance-based restricted stock units on March 14, 2024, under the company's 2020 Management Incentive Plan.

Summary

• On March 14, 2024, Jeffrey Pribor, the SVP and CFO of International Seaways, was granted 10,162 restricted stock units (RSUs) and 10,162 performance-based restricted stock units (PRSUs) under the company's 2020 Management Incentive Plan.
• The RSUs vest in equal installments on the first, second, and third anniversaries of the grant date, with each unit representing the right to acquire one share of International Seaways common stock.
• Settlement of vested RSUs may be in shares of common stock or cash, as determined by the Human Resources and Compensation Committee, net of applicable taxes and withholdings.
• The PRSUs' vesting is contingent upon the achievement of 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 granted PRSUs.
• The performance period for the PRSUs spans from January 2, 2024, to December 31, 2026.
• The number of shares vesting from the PRSUs can range from 50% to 150% of the target amount, depending on the performance factor, assuming at least the minimum performance threshold is achieved.
• The Compensation Committee will certify the achievement of the performance metrics after the end of the measurement period.

Sentiment

Score: 6

Explanation: The document is a routine disclosure of executive compensation. It's neutral in tone and doesn't contain any information that would significantly impact investor sentiment positively or negatively.

Positives

• The grant of RSUs and PRSUs aligns 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 value of the RSUs and PRSUs will depend on the future stock price of International Seaways.
• The vesting of the PRSUs is not guaranteed and depends on the company's performance against the specified metrics.
• Changes in the company's performance or market conditions could affect the value of the awards.

Future Outlook

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

Industry Context

Executive compensation packages often include a mix of time-based and performance-based equity awards to align management interests with shareholder value. The use of ROIC and TSR as performance metrics is common in the industry.

Comparison to Industry Standards

• Companies like Scorpio Tankers (STNG) and Teekay Corporation (TK) also utilize similar equity-based compensation plans for their executives.
• The specific metrics and vesting schedules vary, but the general structure of combining time-based and performance-based awards is a common practice.
• The ROIC and TSR metrics are widely used in the shipping industry to measure profitability and shareholder returns.

Stakeholder Impact

• Shareholders: The equity grants align management's interests with shareholder value.
• Employees: The grants may serve as a motivation for other employees.

Next Steps

• The RSUs will vest annually over the next three years.
• The Compensation Committee will assess the company's performance against the ROIC and TSR metrics at the end of the three-year performance period to determine the vesting of the PRSUs.

Key Dates