Form 4: International Seaways Executive Receives Stock Grants

Derek G. Solon, a Senior Vice President at International Seaways, Inc. (INSW), was granted restricted stock units and performance restricted stock units on March 14, 2024.

Summary

• On March 14, 2024, 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 5,176 restricted stock units (RSUs) that vest in equal installments over three years.
• The grant also included 5,176 performance restricted stock units (PRSUs) that will vest based on the company's performance over a three-year period from January 2, 2024, to December 31, 2026.
• Performance will be measured using return on invested capital (ROIC) and total shareholder return (TSR) relative to a peer group of companies.
• The number of shares vesting from the PRSUs can range from 50% to 150% of the target amount, depending on the level of performance achieved.
• Settlement of vested units may be in either shares of Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion, and will be net of any shares deducted for applicable taxes and other withholdings.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. It reflects standard executive compensation practices, aligning management with shareholder interests. The performance-based component adds a positive element, incentivizing value creation.

Positives

• The grants align executive compensation with company performance and shareholder returns.
• The vesting schedule encourages long-term commitment from the executive.

Risks

• The actual value of the PRSUs is dependent on the company's future performance, which is subject to market conditions and other factors.
• The Human Resources and Compensation Committee has discretion to determine whether settlement of vested units will be in shares of Common Stock or cash.

Future Outlook

The vesting of the PRSUs is contingent upon the company's performance relative to ROIC and TSR targets over the three-year period ending December 31, 2026.

Industry Context

Stock grants are a common form of executive compensation in the shipping industry, aligning management's interests with those of shareholders.

Comparison to Industry Standards

• Companies like Teekay Corporation and DHT Holdings also utilize stock-based compensation to incentivize executives.
• The specific metrics used (ROIC and TSR) are standard performance measures in the industry.
• The vesting schedules and performance targets are likely benchmarked against peer companies to ensure competitiveness.

Stakeholder Impact

• Shareholders: Aligns executive incentives with shareholder value creation.
• Employees: Provides insight into executive compensation structure.
• Executives: Motivates performance through equity-based compensation.

Next Steps

• The Compensation Committee will assess performance against ROIC and TSR targets at the end of the three-year performance period.
• The number of shares vesting from the PRSUs will be determined based on the achievement of these targets.
• Vested RSUs will be settled according to the vesting schedule.

Key Dates