Form 4: International Seaways Executive Granted Stock Units Under Incentive Plan

William F. Nugent, a Senior Vice President at International Seaways, Inc., received restricted stock units and performance restricted stock units under the company's 2020 Management Incentive Plan.

Summary

• On March 14, 2024, International Seaways, Inc. granted William F. Nugent, a Senior Vice President, 5,176 restricted stock units (RSUs) and 5,176 performance restricted stock units (PRSUs) under the 2020 Management Incentive Plan.
• The RSUs 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 International Seaways Common Stock, with settlement potentially in shares or cash, net of applicable taxes.
• 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) over a three-year period from January 2, 2024, to December 31, 2026.
• The number of shares vesting from the PRSUs can range from 50% to 150% of the granted amount, depending on performance, and will be determined by the Compensation Committee after the performance period.

Sentiment

Score: 7

Explanation: The document reflects a standard executive compensation practice, indicating a positive outlook for the company's ability to attract and retain talent. The performance-based component suggests confidence in future performance.

Positives

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

Risks

• The actual value of the RSUs and PRSUs will depend on the future performance of International Seaways' stock and the achievement of the specified performance metrics.
• The Compensation Committee has discretion in determining the form of settlement for vested RSUs (cash or shares), which could impact the executive's actual benefit.

Future Outlook

The vesting of the RSUs and PRSUs is contingent upon continued employment and the achievement of performance metrics over the coming years.

Industry Context

Stock grants are a common form of executive compensation in the shipping industry, aligning management incentives with shareholder value and company performance.

Comparison to Industry Standards

• Companies like Teekay Corporation and DHT Holdings also utilize stock-based compensation plans to incentivize their executives.
• The specific metrics used for performance-based vesting, such as ROIC and TSR, are common benchmarks for evaluating company performance in the shipping sector.
• The vesting schedules and performance targets are likely benchmarked against industry peers to ensure competitiveness and alignment with shareholder expectations.

Stakeholder Impact

• Shareholders: The stock grants align executive interests with shareholder value creation.
• Employees: The incentive plan can boost morale and productivity by rewarding performance.
• Executives: The grants provide a significant incentive to achieve company goals.

Next Steps

• The Compensation Committee will assess the achievement of the performance metrics for the PRSUs at the end of the three-year performance period (December 31, 2026).
• The number of shares vesting from the PRSUs will be reported after the Compensation Committee certifies the achievement of the applicable performance metric.

Key Dates