Form 4: International Seaways SVP & CFO, Jeffrey Pribor, Receives Stock Grants

Jeffrey Pribor, SVP & CFO 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, Jeffrey Pribor, the SVP & CFO of 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.
• He was granted 15,422 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 at the discretion of the Human Resources and Compensation Committee.
• He also received 15,422 performance restricted stock units (PRSUs), 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).
• The number of shares vesting from the PRSUs can range from 50% to 150% of the target amount, depending on performance, and will be reported after certification by the Compensation Committee.

Sentiment

Score: 7

Explanation: The document reflects a standard executive compensation practice, indicating confidence in the company's future performance. The use of performance-based metrics suggests a focus on shareholder value.

Positives

• The grants of RSUs and PRSUs align the executive's interests with those of the shareholders.
• The performance-based vesting of PRSUs incentivizes improved financial performance and shareholder returns.

Risks

• The actual number of shares vesting from the PRSUs is dependent on the company's performance over the next three years, which is subject to market and operational risks.
• The Compensation Committee has discretion to settle the RSUs in either shares or cash, which could impact the company's cash flow or share dilution.

Future Outlook

The vesting of the RSUs is contingent on continued employment, while the vesting of the PRSUs is contingent on the company's performance relative to ROIC and TSR metrics over the next three years.

Industry Context

Stock grants are a common form of executive compensation in the shipping industry to align management's interests with those of shareholders and incentivize performance.

Comparison to Industry Standards

• Companies like Teekay Corporation and DHT Holdings also utilize stock-based compensation plans for 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 generally aligned with industry practices to attract and retain talent.

Stakeholder Impact

• Shareholders: The stock grants align management's interests with shareholder value creation.
• Employees: The grants may serve as a motivation for other employees, as they demonstrate the company's commitment to rewarding performance.
• Management: The grants provide an incentive for management to achieve the company's strategic goals.

Next Steps

• The Compensation Committee will certify the achievement of the applicable performance metrics for the PRSUs following the end of the measurement period (December 31, 2027).
• The vesting of the RSUs will occur on the first, second, and third anniversaries of the grant date.

Key Dates