DEF 14A of International Seaways, Inc., Apr 26, 2024

DEF 14A of International Seaways, Inc.

Filed Apr 26, 2024 · FY20230001140361-24-022459

Open on EDGAR

  1. ELECTION OF DIRECTORS (PROPOSAL NO. 1)

    ELECTION OF DIRECTORS (PROPOSAL NO. 1) Our Board of Directors currently has nine (9) members (Mr. Nadim Z. Qureshi having resigned as a director on February 19, 2024), and each director serves for a one-year term. In connection with Mr. Qureshi’s resignation, the Board of Directors reduced the number of authorized directors from ten to nine. In addition, Mr. Joseph I. Kronsberg notified the Company that he will not stand for reelection and will retire from the Board of Directors at the Annual Meeting. Following Mr. Kronsberg’s notification and discussions with representatives of the Seatankers Group (“Seatankers”) referred to below, the Board of Directors increased the number of authorized directors from nine to ten effective at the Annual Meeting. At the Annual Meeting, stockholders will vote on the ten nominees named below, eight of whom are incumbent members of the Board and two are new independent nominees, Messrs. Darron M. Anderson and Kristian K. Johansen. Each of the eight incumbent director nominees was elected by a majority of stockholders voting at the annual meeting of stockholders held in June 2023. The nomination of Mr. Darron M. Anderson is a result of the Company’s independent search process following the resignation of Mr. Nadim Z. Qureshi from the Board in February 2024. The nomination of Mr. Kristian K. Johansen follows discussions with representatives of Seatankers of which Famatown Finance Limited, the Company’s largest stockholder, is a member. In connection with his nomination, Mr. Johansen has delivered an irrevocable conditional letter of resignation to the Board (the “Letter”) in which Mr. Johansen has agreed to resign from the Board upon the occurrence of certain events specified in the Letter, including if any member of Seatankers becomes adverse to the Company or if Mr. Johansen fails to comply with the Company and Board policies applicable to directors. The nominees identified below were selected by the Board upon the recommendation of the Corporate Governance and Risk Assessment Committee (the “Governance Committee”), and each nominee has consented to serve if elected. Unless otherwise directed, the proxy will be voted for the election of these nominees, to serve until the 2025 Annual Meeting and until their successors are elected and qualify. We are not aware of any reason the nominees would not be able to serve if elected. Three (3) of the ten (10) director nominees are women and one (1) of the nominees is a member of an underrepresented minority group. There are no family relationships among our directors, or between our directors and executive officers, and the Board has determined that each of the director nominees other than Ms. Lois K. Zabrocky and Mr. Craig H. Stevenson, Jr. is independent within the meaning of the applicable rules of the SEC and the listing standards of the NYSE, and that each of the director nominees other than Ms. Zabrocky and Mr. Stevenson is independent under the rules of the SEC and the NYSE relating to audit committees. See “Corporate Governance And The Board — Independence” below. Election of each nominee for director requires that such nominee receive a majority of the votes cast FOR his or her election. Abstentions and broker non-votes are not counted as votes cast and will have no effect on the outcome of any of these proposals.

  2. Recommendation of the Board

    Recommendation of the Board The Board recommends a vote “FOR” the election of each of the nominees for director named in this Proxy Statement.

  3. Biographical Information

    Biographical Information The following is biographical information about each nominee, including a description of the experience, qualifications and skills that have led the Board to determine that each nominee should serve on the Board. The terms of elected directors will expire as of the date of the annual meeting of stockholders to be held in 2025, or will continue until their successors are elected and have qualified. The age of each director is as of the date of this Proxy Statement.

  4. Biographical Information

    | Doug Wheat Independent Chairman of the Board Age: 73 Chairman since November 2016 Committee Membership • None | Professional Experience | | | | | • | Mr. Wheat is currently the Managing Partner of Wheat Investments, LLC, a private investment firm | | | | • | From 2007 to 2016, he was the founding and Managing Partner of the private equity company Southlake Equity Group | | | | • | From 1992 to 2006, Mr. Wheat was the President of Haas Wheat & Partners (“Haas Wheat”) | | | | • | Prior to the formation of Haas Wheat, Mr. Wheat was a founding member of the merchant banking group at Donaldson, Lufkin & Jenrette, where he specialized in leveraged buyout financing | | | | • | From 1974 to 1984, Mr. Wheat practiced corporate and securities law in Dallas, Texas | | | | Skills and Expertise | | | | | • | Mr. Wheat’s finance and legal expertise and experience serving on numerous boards of directors make him a valuable asset to the Board | | | | Other Board Experience | | | | | • | Current Public Boards | | | | | ○ | Overseas Shipholding Group, Inc. (“OSG”) (NYSE: OSG) (Chairman) | | | | ○ | AMN Healthcare Services, Inc. (NYSE: AMN) (Chairman since 2007; director since 1999) | | | • | Previous Boards & Organizations: Dex Media, Inc. (Vice Chairman); SuperMedia (Chairman prior to merger with Dex One); Playtex Products (Chairman); Dr. Pepper/Seven-Up Companies, Inc.; Dr. Pepper Bottling of the Southwest, Inc.; Walls Industries, Inc.; Alliance Imaging, Inc.; Thermadyne Industries, Inc.; Sybron International Corporation; Nebraska Book Corporation; ALC Communications Corporation; Mother’s Cookies, Inc.; and Stella Cheese Company | | | | Education and Certification | | | | | • | Mr. Wheat received both his Juris Doctor and Bachelor of Science degrees from the University of Kansas | |

  5. Biographical Information

    | Darron M. Anderson Independent Director Nominee Age: 55 Committee Membership • None | Professional Experience | | | | | • | Mr. Anderson currently serves of President and Chief Executive Officer of Stallion Infrastructure Services Ltd., a market leading temporary infrastructure services company supporting many different end-markets including the U.S. oil and gas industry (“Stallion”). | | | | • | From March 2017 until 2021 when he became President and Chief Executive Officer of Stallion, Mr. Anderson was President and Chief Executive Officer of Ranger Energy Services, Inc. (“RES”) (NYSE: RNGR), a diversified completion and production services company operating across all major U.S. Shale Basins. Mr. Anderson was responsible for successfully implementing and executing an initial public offering on the NYSE of RES in August 2017. | | | | • | Mr. Anderson began his career in the oil and natural gas industry as a drilling engineer for Chevron Corporation in 1998, holding positions of increasing responsibility across U.S. Land, Offshore and Canada. Mr. Anderson resigned from Chevron in 1998 to pursue an entrepreneurial career in oil field services where he spent the last 26 years building successful service organizations focused on land and offshore drilling, completion and production operations. | | | | Skills and Expertise | | | | | • | Mr. Anderson’s extensive leadership experience in the energy industry, particularly in offshore and on land drilling, with an entrepreneurial spirit and mindset, and demonstrated significant visionary, transactional and operational improvement skills, will make him a valuable asset to the Board. | | | | Other Board Experience | | | | | • | Current Public Boards | | | | | ○ | Tidewater, Inc. (NYSE: TDW) | | | • | Previous Boards & Organizations: Ranger Energy Services, Inc. (NYSE: RNGR); Sidewinder Drilling, LLC; and Express Energy Services, LLC. | | | | Education and Certification | | | | | • | Mr. Anderson holds a Bachelor of Science in Petroleum Engineering from the University of Texas, Austin. | |

  6. Biographical Information

    | Timothy J. Bernlohr Independent Director Age: 65 Director since November 2016 Committee Membership • Compensation (Chair) • Governance | Professional Experience | | | | | • | Mr. Bernlohr is the Founder and Managing Member of TJB Management Consulting, LLC (“TJB”), which specializes in providing project-specific consulting services to businesses in transformation, including restructurings, interim executive management and strategic planning services | | | | • | Prior to founding TJB in 2005, he was the President and Chief Executive Officer of RBX Industries, Inc. (“RBX”), a nationally recognized leader in the design, manufacture and marketing of rubber and plastic materials to the automotive, construction and industrial markets | | | | • | Before joining RBX in 1997, Mr. Bernlohr spent 16 years in the International and Industry Products division of Armstrong World Industries and held various management positions | | | | • | Mr. Bernlohr has significant experience in both the energy and maritime sectors having served as chairman or director of Petro Rig; Hercules Offshore, Inc.; Aventime Renewable Resources; Trident Resources; San Antonio Oil and Gas S.A.; Windstar Cruise Lines; Senvion S.A.; Edison Mission Energy; and US Power Generating Company. | | | | Skills and Expertise | | | | | • | Mr. Bernlohr’s experience serving as a chief executive of an international manufacturing company and his varied directorship positions make him a valuable asset to the Board | | | | Other Board Experience | | | | | • | Current Public Boards | | | | | ○ | WestRock Company (NYSE: WRK) (Chairman of the Compensation Committee) | | | • | Previous Boards & Organizations: Atlas Air Worldwide Holdings, Inc; Chemtura Corporation; Rock-Tenn Company (a predecessor of WestRock Company); Cash Store Financial Services, Inc; Skyline Champion Corporation; OSG; and F45 Training Holdings Inc. | | | | Education and Certification | | | | | • | Mr. Bernlohr is a graduate of Pennsylvania State University | |

  7. Biographical Information

    | Ian T. Blackley Independent Director Age: 69 Director since July 2013 Committees Membership • Audit • Governance | Professional Experience | | | | • | Mr. Blackley was the President and Chief Executive Officer of OSG (the former parent corporation of the Company) from January 2015 until his retirement in December 2016 | | | • | From September 2014 to November 2016, Mr. Blackley was the Senior Vice President and Chief Financial Officer of the Company | | | • | After joining OSG in 1991, Mr. Blackley held numerous operating and financial positions before he was appointed President and Chief Executive Officer, including Executive Vice President and Chief Operating Officer (from December 2014 to January 2015), Senior Vice President (from May 2009 to December 2014), Chief Financial Officer (from April 2013 to December 2014) and Head of International Shipping (from January 2009 to April 2013) | | | • | Mr. Blackley began his seagoing career in 1971, serving as a captain from 1987 to 1991 | | | Skills and Expertise | | | | • | Mr. Blackley’s extensive experience both with the shipping industry generally, and the Company in particular, makes him a valuable asset to the Board | | | Other Board Experience | | | | • | Mr. Blackley does not currently serve on other public company boards | | | • | Previous Boards & Organizations: Gard P.& I. (Bermuda) Ltd.; OSG (including the Company as a wholly-owned subsidiary) | | | Education and Certification | | | | • | Mr. Blackley holds a diploma in Nautical Science from Glasgow College of Nautical Studies and a Master Mariner Class I license |

  8. Biographical Information

    | A. Kate Blankenship Independent Director Age: 59 Director since July 2021 Committees Membership • Audit • Compensation | Professional Experience | | | | | • | Mrs. Blankenship served as Chief Accounting Officer and Company Secretary of Frontline Ltd. from 1994 to 2005 | | | | Skills and Expertise | | | | | • | Mrs. Blankenship’s substantial experience in international shipping as an accountant and a director makes her a valuable asset to the Board | | | | Other Board Experience | | | | | • | Current Public Boards | | | | | ○ | Borr Drilling Limited (NYSE: BORR) (Chair of the Audit Committee and Compensation Committee) | | | | ○ | 2020 Bulkers Ltd. (OSE: 2020) | | | • | Previous Boards & Organizations: Diamond S Shipping Inc. (“Diamond S”) (until merger with the Company); Eagle Bulk Shipping Inc.; North Atlantic Drilling Ltd.; Archer Limited; Golden Ocean Group Limited; Frontline Ltd.; Avance Gas Holding Limited; Ship Finance International Limited; Golar LNG Limited; Golar LNG Partners LP; Seadrill Limited; and Seadrill Partners LLC | | | | Education and Certification | | | | | • | Mrs. Blankenship has a Bachelor of Commerce degree from the University of Birmingham | | | | • | Mrs. Blankenship is also a Member of the Institute of Chartered Accountants of England and Wales | |

  9. Biographical Information

    | Randee E. Day Independent Director Age: 76 Director since November 2016 Committees Membership • Audit (Chair) • Compensation | Professional Experience | | | | • | Ms. Day is President and Chief Executive Officer of Day & Partners, LLC, a maritime consulting and advisory company | | | • | From 2020 until June 2022, she was also a senior advisor to Teneo, a global capital advisory and restructuring firm | | | • | Prior to founding Day & Partners, LLC in 2011, Ms. Day served as interim Chief Executive Officer of DHT Holdings Inc. (NYSE: DHT) | | | • | Ms. Day was previously a Managing Director at the Seabury Group, a transportation advisory firm, the Division Head of JP Morgan’s shipping group in New York, and has additional banking experience at Continental Illinois National Bank, Bank of America and the Export-Import Bank of the United States | | | Skills and Expertise | | | | • | Ms. Day’s extensive experience in the shipping and banking industries makes her a valuable asset to the Board | | | Other Board Experience | | | | • | Ms. Day does not currently serve on other public company boards. | | | • | Previous Boards & Organizations: DHT Holdings, Inc.; TBS International, Inc.; Tidewater, Inc.; Ocean Rig ASA; Excel Maritime Carriers Inc.; and Eagle Bulk Shipping Inc. | | | Education and Certification | | | | • | Ms. Day is a graduate of the School of International Relations at the University of Southern California and did graduate studies at George Washington University | | | • | Ms. Day is also a graduate of the Senior Executives in National and International Security Program at the Kennedy School at Harvard University |

  10. Biographical Information

    | David I. Greenberg Independent Director Age: 70 Director since June 2017 Committee Membership • Audit • Governance (Chair) | Professional Experience | | | | • | Mr. Greenberg is a Managing Director of Cortina Partners LLC, a private equity firm that invests in and manages companies in the textile, health care, communications, and medical transportation and bedding industries | | | • | From 2017 to March 2022, Mr. Greenberg was Special Advisor (and from 2008 through 2016 was a member of the Executive Committee) for LRN Corporation, serving as Chief Executive Officer during 2020. LRN advises global companies on governance, ethics, compliance, culture and strategy issues | | | • | For 20 years prior to 2008, Mr. Greenberg served in various senior positions at Altria Group, Inc. (then the parent company of Phillip Morris USA), Phillip Morris International, Kraft Foods and Miller Brewing — culminating in his role as Senior Vice President, Chief Compliance Officer and a member of the Corporate Management Committee | | | • | Earlier in his career, Mr. Greenberg was a partner in the Washington, D.C. law firm of Arnold & Porter | | | Skills and Expertise | | | | • | Mr. Greenberg’s investment and legal experience, particularly with respect to governance-related matters, makes him a valuable asset to the Board | | | Other Board Experience | | | | • | Mr. Greenberg does not currently serve on other public company boards | | | • | Other Boards & Organizations: Adventure Genie, Inc. (Chairman); Acqua Recovery (Chairman) | | | Education and Certification | | | | • | Mr. Greenberg attended Williams College and has Juris Doctor and Master of Business Administration degrees from the University of Chicago |

  11. Biographical Information

    | Kristian K. Johansen Independent Director Nominee Age: 52 Director Nominee Committee Membership • None | Professional Experience | | | | | • | Mr. Johansen currently serves as the Chief Executive Officer of TGS ASA (“TGS”) (Oslo Stock Exchange (“OSE”): TGS), a leading energy data and intelligence company. Prior to being appointed to his current position in TGS in March 2016, Mr. Johansen held several senior executive positions at TGS, including Chief Operating Officer from 2015 to 2016 and Chief Financial Officer from 2010 to 2015. | | | | • | Prior to joining TGS, Mr. Johansen served as an Associate Director of Danske Markets Inc., a Norwegian investment firm from 2000 to 2005, Executive Vice President and Chief Financial Officer of AF Gruppen ASA, a public Norwegian engineering and construction company from 2005 to 2007 and as Executive Vice President and Chief Financial Officer of EDB Business Partner ASA (formerly OSE: TIETO), a Norwegian information technology company, from 2007 to 2010. | | | | Skills and Experience | | | | | • | Mr. Johansen’s wide experience of executive and board positions in the global energy industry, combined with international finance and capital markets knowledge, will make him a valuable asset to the Board. | | | | Other Board Experience | | | | | • | Current Public Boards | | | | | ○ | Valaris Limited (NYSE: VAL), an offshore drilling contractor | | | • | Other Boards & Organizations: | | | | | Previous Boards & Organizations: Prosafe SE; Agrinos ASA; and Seven Drilling ASA. | | | | Education and Certification | | | | | • | Mr. Johansen has a Bachelor and Masters degree in Business Administration from the University of New Mexico. | |

  12. Biographical Information

    | Craig H. Stevenson, Jr. Director Age: 70 Director since July 2021 Committee Membership • None | Professional Experience | | | | • | Mr. Stevenson served as a consultant to the Company from the merger with Diamond S until January 2022 | | | • | From March 2019 until the merger, he served as Chief Executive Officer, President and director of Diamond S | | | • | Mr. Stevenson founded DSS Holdings L.P. (“DSS LP”), the predecessor of Diamond S, in 2007 and served as its Chief Executive Officer, President and a member of its board of directors since its establishment | | | • | Mr. Stevenson was previously the Chairman of the Board and Chief Executive Officer of OMI Corporation and oversaw its sale in 2007, having first joined in 1993 as Senior Vice President – Commercial | | | Skills and Expertise | | | | • | Mr. Stevenson’s substantial experience and expertise in the shipping industry and knowledge of Diamond S’ affairs as its former Chief Executive Officer and President make him a valuable asset to the Board | | | Other Board Experience | | | | • | Mr. Stevenson does not currently serve on other public company boards | | | • | Other Boards & Organizations: American Bureau of Shipping; Previous Boards & Organizations: Diamond S (until merger with the Company); SFL Corporation Limited (formerly named Ship Finance International Limited) (Non-Executive Chairman and subsequently director); Intermarine (Non-Executive Chairman) | | | Education and Certification | | | | • | Mr. Stevenson attended Lamar University, where he graduated with a degree in business administration |

  13. Biographical Information

    | Lois K. Zabrocky Director, President & Chief Executive Officer Age: 54 Director since May 2018 Committee Membership • None | Professional Experience | | | | | • | Ms. Zabrocky has been the President and Chief Executive Officer of the Company since the spin-off from OSG on November 30, 2016 (the “Spin-Off”). Under her leadership, the Company’s operating and newbuilding fleet has grown from 55 vessels (including six vessels held by joint ventures) to more than 80 vessels and the Company’s revenues have increased from under $300 million to more than $1 billion. | | | | • | Prior to the Spin-Off, Ms. Zabrocky served as Co-President and Head of the International Flag Strategic Business Unit of OSG, where she was responsible for the strategic plan and profit and loss performance of OSG’s international tanker fleet. | | | | • | Ms. Zabrocky previously served in various roles during her more than 25 years at OSG, including Senior Vice President, Chief Commercial Officer of the International Flag Strategic Business Unit, and Head of the International Product Carrier and Gas Strategic Business Unit | | | | Skills and Expertise | | | | | • | Ms. Zabrocky’s long experience with the Company and the shipping industry makes her a valuable asset to the Board | | | | Other Board Experience | | | | | • | Current Public Boards | | | | | ○ | Tidewater, Inc. (NYSE: TDW) | | | • | Other Boards & Organizations: Gard P. & I. (Bermuda) Ltd.; ITOPF Limited, a not-for-profit ship pollution advisor providing advice worldwide on responses to spills of oil, chemicals and other substances at sea; the Company (as a wholly-owned subsidiary of OSG) | | | | Education and Certification | | | | | • | Ms. Zabrocky holds a Bachelor of Science degree from the United States Merchant Marine Academy and holds a Third Mate’s License | | | | • | She has also completed the Harvard Business School Strategic Negotiations and Finance for Senior Executives courses | |

  14. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Board has delegated to the Compensation Committee the determination of the compensation of directors, including compensation for serving on Board committees. During 2023, the Company’s non-executive Chairman of the Board received an annual cash retainer of $172,000 and each of the Company’s other non-employee directors received an annual cash retainer of $80,000. The Chairman of each of the Compensation Committee and the Governance Committee received an additional annual cash retainer of $20,000 and the Chairman of the Audit Committee received an additional annual cash retainer at the rate of $20,000 for the first six months of 2023 and at the rate of $25,000 for the second six months of 2023 for a total annual cash retainer of $22,500. Each member of the three committees (other than the committee Chairman) received an additional annual cash retainer of $10,000, except that members of the Governance Committee received an annual cash retainer at the rate of $6,500 for the first six months of 2023 and at the rate of $10,000 for the second six months of 2023 for a total annual cash retainer of $8,250. No director earned any fee for attending any Board meeting or Board committee meeting. The Company reimburses directors for their reasonable travel and lodging expenses in attending in-person Board and Board committee meetings. Directors who are also employees of the Company do not receive any additional compensation for their service on the Board. All directors’ cash compensation is payable quarterly in advance. Under the 2020 International Seaways, Inc. Non-Employee Director Incentive Compensation Plan (the “Director Plan”), the Board has discretion to grant various types of equity-based awards to directors. The Board has delegated to the Compensation Committee administration of the Director Plan. The Compensation Committee, based upon consideration of information provided by the Compensation Committee’s independent advisors, has established the annual equity compensation of the non-Executive Chairman of the Board at $220,000 and the annual equity compensation of each other non-employee director at $100,000. On June 20, 2023, the Board granted the non-Executive Chairman of the Board 5,798 shares of Common Stock having a fair market value of $220,000 and granted each other non-employee director 2,635 shares of Common Stock having a fair market value of $100,000, in each case vesting on the earlier of (a) June 6, 2024 and (b) the date of the Annual Meeting of Stockholders of the Company in 2024, subject to the director continuing to provide services to the Company as of such date. The following table shows the total compensation paid to the Company’s non-employee directors during 2023:

  15. DIRECTOR COMPENSATION

    | | Fees earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Timothy J. Bernlohr | 108,250 | 100,000 | — | — | 208,250 | | Ian T. Blackley | 98,250 | 100,000 | — | — | 198,250 | | A. Kate Blankenship | 90,000 | 100,000 | — | — | 190,000 | | Randee E. Day | 112,500 | 100,000 | — | — | 212,500 | | David I. Greenberg | 110,000 | 100,000 | — | — | 210,000 | | Joseph I. Kronsberg | 80,000 | 100,000 | — | — | 180,000 | | Nadim Z. Qureshi(3) | 90,000 | 100,000 | — | — | 190,000 | | Craig H. Stevenson, Jr. | 80,000 | 100,000 | — | — | 180,000 | | Douglas D. Wheat | 172,000 | 220,000 | — | — | 392,000 |

  16. DIRECTOR COMPENSATION

    | (1) Consists of annual Board fees, annual Board Chairman and annual Chairman of the Audit, Compensation and Governance Committees fees, and annual committee member fees. |

  17. DIRECTOR COMPENSATION

    | (2) Stock awards are calculated at grant date fair value in accordance with FASB Topic 718. As of December 31, 2023, the Chairman of the Board held 5,798 shares or unvested restricted shares of Common Stock and, as of such date, each non-employee director held 2,635 shares of unvested restricted shares of Common Stock, for an aggregate of 26,878 shares of unvested restricted shares of Common Stock at 2023 year end. |

  18. DIRECTOR COMPENSATION

    | (3) Mr. Qureshi resigned as a director on February 19, 2024. In connection with his resignation, the Company and Mr. Qureshi entered into an agreement under which, among other matters, the Company accelerated the vesting of Mr. Qureshi’s 2023 stock award of 2,635 shares of Common Stock (having a fair market value at the time of the award of $100,000), the Company will not seek any reimbursement of the cash director fees paid to Mr. Qureshi in advance for the first quarter of 2024 and Mr. Qureshi agreed not to (i) compete with the Company’s crude and product tanker operations for a one year period commencing on the date of his resignation and (ii) solicit any employee of the Company or retain the services of any such employee for a two year period commencing on the date of his resignation. |

  19. Compensation Philosophy, Objectives and Practices

    | WHAT WE DO | | | Pay For Performance | We align the interests of our executives and stockholders using performance-based annual cash incentive compensation and service and performance-based long-term cash and equity incentive compensation. | | Compensation Benchmarking | We compare our executives’ total compensation to a consistent peer group for comparable market data. We evaluate that peer group annually to ensure that it remains appropriate, and we add or remove peers only when our Compensation Committee determines, with the advice of its independent compensation consultant, it is clearly warranted. | | Stock Ownership Guidelines | We maintain and track progress against, stock ownership guidelines for our executives and non-employee directors. | | Anti-Hedging and Anti-Pledging Policies | We maintain policies and procedures for transactions in the Company’s securities that are designed to ensure compliance with all insider trading rules and that prohibit all hedging, pledging and short selling of our stock by all directors, officers and employees. | | Compensation Recoupment Policy | Our Incentive Compensation Recoupment Policy, all of our incentive compensation plans and the terms of our equity agreements describe the circumstances pursuant to which (i) Executive Officers are required to repay or return erroneously awarded compensation to the Company in accordance with clawback rules under the 1934 Act and New York Stock Exchange listing standards or (ii) the Board of Directors or the Compensation Committee may, in its good faith discretion, require officers to repay to the Company all or a portion of incentive compensation they receive. | | Annual Risk Assessment | We conduct an annual comprehensive risk analysis of our executive compensation program with our independent compensation consultant to ensure that our program does not encourage inappropriate risk-taking. | | Independent Compensation Consultant | Our Compensation Committee engages an independent compensation consultant to review and provide recommendations regarding our executive compensation program. |

  20. Compensation Philosophy, Objectives and Practices

    | WHAT WE DO NOT DO | | | Automatic Salary Increases & Bonus Payments | We do not provide for automatic salary or bonus increases. | | Excise Tax Gross-Ups | We do not provide for any tax gross-ups. | | Executive Benefits / Perquisites | We do not maintain any defined benefit or active supplemental retirement plan; nor do we provide other personal benefits or perquisites to our named executive officers that are not available to all employees other than excess liability insurance coverage. | | Supplemental Executive Retirement Plans (“SERPs”) | We do not provide any SERPs. | | Dividends | We do not pay dividends on unvested equity awards (other than restricted stock) until, and only to the extent, those awards vest. | | Long-Term Incentive Plan | Our long-term equity incentive plan prohibits liberal share recycling and repricing or buyouts of underwater options or stock appreciation rights without stockholder approval. |

  21. Roles in Setting Executive Compensation

    Roles in Setting Executive Compensation Role of the Compensation Committee Structure of the Compensation Committee: During 2023, the Compensation Committee consisted of three members of the Board, Mr. Timothy J. Bernlohr (Chair), Ms. Randee E. Day and Mr. Nadim Z. Qureshi, each of whom qualified as “independent” under the NYSE listing standards and applicable independence standards under the 1934 Act and the Dodd-Frank Act. Recognizing the importance of independent perspectives, the Compensation Committee regularly meets in executive session, without any members of management present. In February 2024, Mr. Qureshi resigned from the Board of Directors and Mrs. A. Kate Blankenship was elected a member of the Compensation Committee to fill the vacancy created by Mr. Qureshi’s resignation and qualifies as “independent” under the foregoing standards. Objectives of The Compensation Committee and the Decision-Making Process: The primary goals of the Compensation Committee are to establish the Company’s compensation philosophy and strategy and to ensure that the Company’s executives are compensated in a manner consistent with the articulated philosophy and strategy. The Compensation Committee takes many factors into account when making compensation decisions with respect to the NEOs and other senior executives, including the individual’s performance, tenure and experience; the ability of the individual to affect long-term growth and success of the Company; INSW’s overall performance; internal equity among the NEOs; and external, publicly available market data on competitive compensation practices and levels. Role of Outside Advisors: The Compensation Committee has the authority to engage independent advisors to assist in carrying out its duties. The Compensation Committee has engaged Lyons, Benenson & Company Inc. (“LB&Co.”) as its independent compensation consultant to advise on executive and director compensation arrangements and related governance matters. Additionally, LB&Co. assisted management in the preparation of this Proxy Statement. As required by rules adopted by the SEC under the Dodd-Frank Act, the Compensation Committee assessed all relevant factors and determined that the work of LB&Co. did not raise any conflict of interest in 2023. In making this determination, the Compensation Committee considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the 1934 Act. Role of the CEO in Setting CEO and Other Executives’ Compensation All decisions relating to the compensation of Ms. Zabrocky, INSW’s CEO, are made by the Compensation Committee without her or other members of management present. In making determinations regarding compensation for INSW’s other NEOs and other selected senior executives, the Compensation Committee generally considers the recommendations of the CEO (for all executives other than herself), and the advice received from LB&Co. The CEO recommends the compensation levels for the other NEOs and for all others whose compensation is determined by the Compensation Committee. In making her recommendations, the CEO evaluates the performance of each executive, considers each executive’s compensation in relation to the other officers and executives (“internal equity”), external equity and assesses retention risks. The CEO’s recommendations are subject to review by and, in some cases modification by, and ultimately approval of, the Compensation Committee or, if and when, sufficiently material, the full Board. All 2023 compensation decisions (including base salaries, annual incentive and long-term incentive target percentages and annual incentive and long-term incentive performance measures and goals) were made under the auspices of the Compensation Committee. Additionally, the Compensation Committee was responsible for the review and certification of the 2023 performance results that determined the annual incentive and long-term incentive payouts for the NEOs. Consideration of Compensation Peer Group The Compensation Committee examines the executive compensation of a group of peer companies to stay current with market pay practices and trends, and to understand the competitiveness of our total compensation and its various elements. In general, we strive for total compensation to be competitive with a select group of companies that the Compensation Committee believes to be an appropriate compensation reference group (the “Peer Group”). The Compensation Committee reviews the Peer Group with LB&Co. on a regular basis to affirm that the Peer Group comprises companies that are similar to us in terms of industry focus and scope of operations, size (based on revenues and market capitalization), and the competitive marketplace for talent. While the Compensation Committee believes the data derived from any peer group is helpful, it also recognizes that benchmarking is not necessarily definitive in every case, as there are unique aspects of company performance – for example, work relating to strategic initiatives – that may not apply to peer companies or be apparent based on benchmarking comparisons. Furthermore, the Peer Group is limited to those companies for which executive compensation data is publicly available, which necessarily eliminates some of INSW’s closest competitors that are privately held and/or incorporated in jurisdictions that do not require public disclosure of executive compensation. The Compensation Committee, therefore, uses the information from the Peer Group for informational and analytical purposes, but does not make compensation decisions based solely on this market data. With this in mind, INSW augments the Peer Group data with publicly available survey data, and uses all compensation data in conjunction with annual assessments of corporate and individual performance to make recommendations and decisions on the compensation arrangements applicable to the Company’s NEOs. 2023 Peer Group. The Peer Group for 2023 consisted of 12 publicly traded oil, shipping and transportation companies, with a significant international focus. For the 2023 fiscal year, the total revenues of this group ranged between $383.8 million and $3.2 billion with median revenues of some $865.6 million. INSW’s total revenues for 2023 were approximately $1.1 billion. The following 12 companies comprised the 2023 Peer Group and remains unchanged from 2022:

  22. Roles in Setting Executive Compensation

    2024 Peer Group. In March of 2024, the Compensation Committee decided and approved that the Peer Group for 2024 would be as follows:

  23. 2024 Compensation Decisions

    2024 Compensation Decisions Base Salary Decision: On March 12, 2024, base salaries for the NEOs were increased for Ms. Zabrocky (from $750,000 to $800,000), Mr. Pribor (from $580,000 to $610,000), Mr. Small ($530,000 to $555,000), Mr. Solon (from $410,000 to $435,000) and Mr. Nugent (from $410,000 to $435,000), in each case retroactive to January 1, 2024. Ms. Zabrocky, as President and CEO, does not receive additional compensation for services as a director of the Company. Annual Incentive Decisions: The design of INSW’s 2024 annual cash incentive plan is generally consistent with INSW’s 2023 annual cash incentive plan. In 2024, pursuant to the terms of their employment agreements with the Company, as amended, Ms. Zabrocky will continue to have a target annual incentive equal to 125% of base salary, and Messrs. Pribor, Small, Solon and Nugent will each continue to have a target annual incentive equal to 100% of their base salaries. Long-Term Equity Awards Decisions: On March 12, 2024, the Compensation Committee awarded each of the NEOs equity grants of approximately (1) for Ms. Zabrocky, 250% of her base salary; (2) for Mr. Pribor, 175% of his base salary; and (3) for Messrs. Small, Solon and Nugent, 125% of their respective base salaries, using in each case a reference stock price based on 20-day VWAP to and including the grant date. These equity grants were divided equally among time-based RSUs and PRSUs.

  24. Employment Agreements with the NEOs

    Employment Agreements with the NEOs INSW has employment agreements with Ms. Zabrocky and Messrs. Pribor and Small. Under the terms of those agreements, Ms. Zabrocky and Messrs. Pribor and Small are entitled to certain compensation arrangements and severance benefits as detailed in the paragraphs below. Although Messrs. Solon and Nugent do not have formal contractual employment agreements with INSW, they are also entitled to certain compensation arrangements and severance benefits. Please see “Potential Payments Upon Termination and Change in Control” in the “Summary Compensation Data” section of this Proxy Statement. In addition, each NEO (whether or not his or her employment relationship with INSW is governed by a formal contractual employment agreement) is entitled to vacation in accordance with INSW policy, and each of them participates in medical, dental, and life insurance, as well as retirement and other benefit plans as may be in effect from time to time on a similar basis to all other INSW employees. Please see the “All Other Compensation Table” in the “Summary Compensation Data” section of this Proxy Statement. Each of the employment agreements also provides for the possibility of annual equity grants at the discretion of the Board upon recommendation from the Compensation Committee. Under the terms of the employment agreements for Ms. Zabrocky and Messrs. Pribor and Small, if an executive’s employment is terminated by INSW for any reason or terminated voluntarily by the executive, he or she is entitled to the following payments (“Accrued Payments”):

  25. Employment Agreements with the NEOs

    | • | any earned, unpaid base salary through the date of termination; |

  26. Employment Agreements with the NEOs

    | • | any earned, unpaid annual bonus applicable to the performance year prior to the termination; |

  27. Employment Agreements with the NEOs

    | • | reimbursement of any business expenses not reimbursed as of the date of termination. |

  28. Employment Agreements with the NEOs

    If any such executive’s employment is terminated by reason of death or permanent disability, INSW will pay the Accrued Payments to the executive or the executive’s estate, and INSW will vest any non-performance-based equity previously granted to the executive that has not yet vested. The following table summarizes certain terms of the Company’s employment agreements, including the termination provisions in the event of a termination without cause by the Company, or resignation by the executive with good reason, with Ms. Zabrocky and Messrs. Pribor and Small as in effect on December 31, 2023 (and describing amendments to those agreements made during 2023 and 2024):

  29. Employment Agreements with the NEOs

    | Name and Current Position | Date of Original Agreement | Base Salary at 12/31/2023 | Bonus Target at 12/31/2023 | Additional Terms / Amendments to Employment Agreements in 2023 and 2024 | | | | Lois K. Zabrocky President and CEO | 9/29/14 (originally entered into with OSG; assumed in Spin-Off) | $750,000 (increasing to $800,000 for 2024) | 125% | • | Severance benefits in the event of termination without cause or resignation with good reason include: | | | | | | | | ○ | salary continuation for 24 months | | | | | | | ○ | a lump sum payment of $1,049,999 | | | | | | | ○ | accelerated vesting of all outstanding and unvested options, RSUs and other equity-based grants or cash in lieu of grants that in all cases are not performance-based upon a termination without cause, for good reason, by death or disability; performance-based awards will be treated as set out below in the “Potential Payments Upon Termination and Change in Control” section | | | | | | • | Equity grant target set at 250% of base salary for 2023 and 2024. | | | | | | | • | Amended as of March 8, 2023 to increase base salary for 2023 to $750,000 | | | | | | | • | Amended as of March 14, 2024 to increase base salary for 2024 to $800,000. | | | Jeffrey D. Pribor Senior Vice President, CFO and Treasurer | 11/9/16 | $580,000 (increasing to $610,000 for 2024) | 100% | • | Severance benefits in the event of termination without cause or resignation with good reason include: | | | | | | | | ○ | 12 months’ continuation of annual base salary plus Target Bonus (18 months’ in the event of a change in control) | | | | | | | ○ | a lump sum payment of a pro rata portion of his annual bonus based on actual achievement | | | | | | | ○ | accelerated vesting of the outstanding time-based awards that would have vested on the next regularly scheduled vesting date following the termination date | | | | | | | ○ | pro-rated vesting of all performance-based RSUs and other equity-based grants, to the extent the applicable performance goals are achieved | | | | | | • | Amended as of March 8, 2023 to increase base salary for 2023 to $580,000. | | | | | | | • | Amended as of March 8, 2023 to increase equity grant target to 175% of base salary. | | | | | | | • | Amended as of March 14, 2024 to increase base salary for 2024 to $610,000. | |

  30. Employment Agreements with the NEOs

    | Name and Current Position | Date of Original Agreement | Base Salary at 12/31/2023 | Bonus Target at 12/31/2023 | Additional Terms / Amendments to Employment Agreements in 2023 and 2024 | | | | James D. Small III Senior Vice President, Chief Administrative Officer, Secretary & General Counsel | 2/13/15 (originally entered into with OSG; assumed in Spin-Off) | $530,000 (increasing to $555,000 for 2024) | 100% | • | Severance benefits in the event of termination without cause or resignation with good reason include: | | | | | | | | ○ | salary continuation for 24 months | | | | | | | ○ | a lump sum payment of $950,000 | | | | | | | ○ | accelerated vesting of all outstanding and unvested time-based options, RSUs and other equity-based grants upon a termination without cause, for good reason, by death or disability; performance-based awards will be treated as set out below in the “Potential Payments Upon Termination and Change in Control” section | | | | | | • | Amended as of March 8, 2023 to increase base salary for 2023 to $530,000 | | | | | | | • | Amended as of March 14, 2024 to increase base salary for 2024 to $555,000. | |

  31. Employment Agreements with the NEOs

    The Company has entered into its standard offer letter with Messrs. Solon and Nugent, except that each of Messrs. Solon and Nugent have an additional letter providing for their years of service to be treated as 26 years of service solely with regard to the terms of the INSW severance plan and the specific terms as described in their equity grant letters. On March 12, 2024, each of their annual base salaries was increased to $435,000 from $410,000.

  32. Additional Information

    NEOs and independent, non-employee directors are afforded five years from the later of (1) the adoption of the ownership guidelines following the Spin-Off and (2) the time they first received an equity grant from INSW to achieve these ownership guidelines. For purposes of satisfying the guidelines, shares of common stock deemed to be owned include (a) stock owned outright by the NEO or non-employee director, his or her spouse and minor children; (b) vested time-based restricted stock or vested time-based RSUs; (c) vested PRSUs where the performance criteria have been satisfied; (d) vested in-the-money stock options (counted based on the number of shares underlying such in-the-money options); and (e) shares of stock held for the NEOs or non-employee director’s benefit in any pension or 401(k) plan. Unvested time-based RSUs and unvested PRSUs do not count towards satisfying the guidelines. INSW’s directors and executive officers have met these goals.

  33. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table includes individual compensation information for services in all capacities for the Company received by the individuals identified as NEOs of the Company.

  34. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2)(3) | Option Awards | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation(5) | Total | | Lois Zabrocky President and Chief Executive Officer | 2023 | $748,973 | $— | $2,028,776 | $— | $1,231,242 | $— | $266,375 | $4,275,366 | | | 2022 | $696,185 | $— | $3,497,628 | $— | $1,165,490 | $— | $49,844 | $5,409,147 | | | 2021 | $675,000 | $— | $1,136,956 | $562,494 | $633,302 | $— | $44,798 | $3,052,550 | | Jeffrey D. Pribor Senior Vice President, Chief Financial Officer and Treasurer | 2023 | $579,365 | $— | $1,098,219 | $— | $765,559 | $— | $37,826 | $2,480,969 | | | 2022 | $546,673 | $— | $1,526,674 | $— | $734,982 | $— | $38,398 | $2,846,727 | | | 2021 | $529,692 | $— | $535,610 | $264,993 | $398,942 | $— | $34,411 | $1,763,648 | | James D. Small III Senior Vice President, Chief Administrative Officer, Secretary and General Counsel | 2023 | $529,433 | $— | $716,772 | $— | $696,335 | $— | $32,693 | $1,975,233 | | | 2022 | $500,202 | $— | $1,256,490 | $— | $671,000 | $— | $31,208 | $2,458,900 | | | 2021 | $485,000 | $— | $408,458 | $202,080 | $362,159 | $— | $28,826 | $1,486,523 | | Derek G. Solon Senior Vice President and Chief Commercial Officer | 2023 | $409,327 | $— | $554,511 | $— | $489,005 | $— | $24,207 | $1,477,050 | | | 2022 | $374,192 | $— | $941,408 | $— | $395,912 | $— | $49,844 | $1,761,356 | | | 2021 | $332,800 | $— | $280,433 | $138,741 | $262,089 | $— | $44,798 | $1,058,861 | | William F. Nugent Senior Vice President and Chief Technical and Sustainability Officer | 2023 | $409,327 | $— | $554,511 | $— | $480,309 | $— | $48,593 | $1,492,740 | | | 2022 | $374,192 | $— | $941,408 | $— | $395,912 | $— | $49,844 | $1,761,356 | | | 2021 | $332,800 | $— | $280,433 | $138,741 | $263,035 | $— | $44,798 | $1,059,807 |

  35. Summary Compensation Table

    | (1) The salary amounts reflect the actual gross salary received during the year. |

  36. Summary Compensation Table

    | (2) On March 8, 2023, Ms. Zabrocky and Messrs. Pribor, Small, Solon and Nugent received time-based equity awards. One-third of these awards vests on each of the first, second and third anniversaries of the grant date of the award. The 2023 amounts in this column represent in the aggregate grant date fair value of the RSU awards calculated in accordance with accounting guidance as follows: For the grant, Ms. Zabrocky - $1,003,256, Mr. Pribor - $543,084, Mr. Small - $354,453, Mr. Solon - $274,213 and Mr. Nugent - $274,213. In prior years, this column reflected the Compensation Committee’s grant date values and not the grant date fair value in accordance with accounting guidance. The Compensation Committee grant date values for the RSUs are $937,500 for Ms. Zabrocky, $507,500 for Mr. Pribor, $331,250 for Mr. Small and $256,250 for each of Messrs. Solon and Nugent. |

  37. Summary Compensation Table

    | (3) Ms. Zabrocky and Messrs. Pribor, Small, Solon and Nugent received PRSU grants on March 8, 2023. The performance awards vest in full on December 31, 2025, subject to the Compensation Committee’s certification of achievement of the performance measures and targets. Settlement of the PRSUs may be either in shares of common stock or cash, as determined by the Compensation Committee in its discretion, and shall occur as soon as practicable following the Compensation Committee’s certification of the achievement of the applicable performance measures and targets for 2025 and in any event no later than March 15, 2026. The number of PRSUs shall be subject to an increase or decrease depending on performance against the applicable performance measures and targets with the maximum number of PRSUs vesting equivalent to 150% of the PRSUs awarded. The 2023 amounts in this column represent the aggregate grant date fair value of the PRSU award at target, calculated in accordance with accounting guidance, as follows: Ms. Zabrocky — $1,025,520, Mr. Pribor — $555,136, Mr. Small — $362,319, Mr. Solon — $280,298 and Mr. Nugent — $280,298. The aggregate grant date fair value of the PRSUs at maximum level of payout is as follows: Ms. Zabrocky - $1,538,280, Mr. Pribor - $832,704, Mr. Small - $543,479, Mr. Solon - $420,448 and Mr. Nugent - $420,448. For information with respect to grant date fair values, see Note 13. “Capital Stock and Stock Compensation” to INSWs consolidated financial statements included in INSW’s 2022 Annual Report. |

  38. Summary Compensation Table

    | (4) The amounts in this column for 2023, 2022 and 2021 reflect the amounts paid in 2024, 2023 and 2022 under the Company’s Cash Incentive Compensation Plan for performance in 2023, 2022, and 2021, respectively. |

  39. Summary Compensation Table

    | (5) See the “All Other Compensation Table” below for additional information. |

  40. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table lists the INSW equity and non-equity incentive plan awards granted in fiscal year 2023 to the NEOs under the 2020 MICP.

  41. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Stock Units(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Grant Date | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | | | | | | Lois K. Zabrocky | 3/8/2023 | $468,750 | $937,500 | $1,406,250 | 9,765 | 19,530 | 29,295 | 19,530 | | | $2,028,776 | | Jeffrey D. Pribor | 3/8/2023 | $290,000 | $580,000 | $870,000 | 5,286 | 10,572 | 15,858 | 10,572 | | | $1,098,219 | | James D. Small III | 3/8/2023 | $265,000 | $530,000 | $795,000 | 3,450 | 6,900 | 10,350 | 6,900 | | | $716,772 | | Derek G. Solon | 3/8/2023 | $205,000 | $410,000 | $615,000 | 2,669 | 5,338 | 8,007 | 5,338 | | | $554,511 | | William F. Nugent | 3/8/2023 | $205,000 | $410,000 | $615,000 | 2,669 | 5,338 | 8,007 | 5,338 | | | $554,511 |

  42. Grants of Plan-Based Awards

    | (1) Amounts actually paid under these awards for 2023 are set forth above under “ – Elements of the 2023 Executive Officer Compensation Program – 2023 Actual Annual Incentive Paid.” |

  43. Grants of Plan-Based Awards

    | (2) In 2023, Ms. Zabrocky and Messrs. Pribor, Small, Solon and Nugent received PRSU grants on March 8, 2023. These performance awards vest in full on December 31, 2025, subject to the Compensation Committee’s certification of achievement of the performance measures. Settlement of the PRSUs may be either in shares of common stock or cash, as determined by the Compensation Committee in its discretion, and shall occur as soon as practicable following the Compensation Committee’s certification of the achievement of the applicable performance measures and targets for 2025 and in any event no later than March 15, 2026. The number of PRSUs shall be subject to an increase or decrease depending on performance against the applicable performance measures and targets with the maximum number of PRSUs vesting equivalent to 150% of the PRSUs awarded. |

  44. Grants of Plan-Based Awards

    | (3) These grants comprise time-based RSUs. The grants made on March 8, 2023 vest in equal installments on the first, second and third anniversaries of the date of grant. |

  45. Grants of Plan-Based Awards

    | (4) For information with respect to grant date fair values, see Note 13, “Capital Stock and Stock Compensation” to INSW’s consolidated financial statements included in INSW’s 2023 Annual Report. |

  46. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table lists outstanding INSW equity awards at December 31, 2023 for NEOs under the 2020 MICP.

  47. Outstanding Equity Awards at Fiscal Year-End

    | Name | Year | Option Awards | | | | | Stock/RSU Awards | | | | | | Grant Year | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Unexercisable | Options Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | Lois K. Zabrocky | 2020 | 19,370 | | — | $21.93 | 4/2/2030 | | | | | | | 2021 | 18,901 | 18,901(2) | — | $21.58 | 3/17/2031 | 8,689(3) | $395,176 | —(4) | $— | | | 2022 | — | — | — | — | — | 32,760(5) | $1,489,924 | 49,139(6) | $2,234,842 | | | 2022 | — | — | — | — | — | 52,416(5) | $2,383,880 | — | $— | | | 2023 | — | — | — | — | — | 19,530(7) | $888,224 | 19,530(8) | $888,224 | | Jeffrey D. Pribor | 2017 | 17,442 | — | — | $19.13 | 3/29/2027 | | | | | | | 2018 | 28,995 | — | — | $17.46 | 4/4/2028 | | | | | | | 2019 | 31,289 | — | — | $17.21 | 4/5/2029 | | | | | | | 2020 | 26,342 | — | — | $21.93 | 4/2/2030 | | | | | | | 2021 | 17,808 | 8,905(2) | — | $21.58 | 3/17/2031 | 4,093(3) | $186,150 | —(4) | $— | | | 2022 | — | — | — | — | — | 15,434(5) | $701,938 | 23,151(6) | $1,052,907 | | | 2022 | — | — | — | — | — | 20,580(5) | $935,978 | — | $— | | | 2023 | — | — | — | — | — | 10,572(7) | $480,815 | 10,572(8) | $480,815 | | James D. Small III | | | | | | | | | | | | | 2020 | 10,438 | — | — | $21.93 | 4/2/2030 | | | | | | | 2021 | 13,580 | 6,791(2) | — | $21.58 | 3/17/2031 | 3,122(3) | $141,989 | —(4) | $— | | | 2022 | — | — | — | — | — | 11,769(5) | $535,254 | 17,653(6) | $802,858 | | | 2022 | — | — | — | — | — | 18,830(5) | $856,388 | — | $— | | | 2023 | — | — | — | — | — | 6,900(7) | $313,812 | 6,900(8) | $313,812 | | Derek G. Solon | 2020 | 3,673 | | — | $21.93 | 4/2/2030 | | | | | | | 2021 | 4,662 | 4,662(2) | — | $21.58 | 3/17/2031 | 2,143(3) | $97,464 | —(4) | $— | | | 2022 | — | — | — | — | — | 8,818(5) | $401,043 | 13,226(6) | $601,518 | | | 2022 | — | — | — | — | — | 14,108(5) | $641,632 | — | $— | | | 2023 | — | — | — | — | — | 5,338(7) | $242,772 | 5,338(8) | $242,772 | | William F. Nugent | | | | | | | | | | | | | 2021 | — | 4,662(2) | — | $21.58 | 3/17/2031 | 2,143(3) | $97,464 | —(4) | — | | | 2022 | — | — | — | — | — | 8,818(5) | $401,043 | 13,226(6) | $601,518 | | | 2022 | — | — | — | — | — | 14,108(5) | $641,632 | — | $— | | | 2023 | — | — | — | — | — | 5,338(7) | $242,772 | 5,338(8) | $242,772 |

  48. Outstanding Equity Awards at Fiscal Year-End

    | (1) Based on the closing price of INSW common stock of $45.48 on December 29, 2023. |

  49. Outstanding Equity Awards at Fiscal Year-End

    | (2) These unvested options vested and became exercisable on March 17, 2024. |

  50. Outstanding Equity Awards at Fiscal Year-End

    | (3) These unvested RSUs vested on March 17, 2024. |

  51. Outstanding Equity Awards at Fiscal Year-End

    | (4) These PRSUs vested on December 31, 2023, subject to achievement of the performance measures with a maximum payout of 150% for half of the grant and with a payout of 88.8% for the second half of the grant. |

  52. Outstanding Equity Awards at Fiscal Year-End

    | (5) One-half of these RSUs vested on April 7, 2024. The remaining half will vest on April 7, 2025, subject to accelerated vesting in the event of certain terminations of employment. |

  53. Outstanding Equity Awards at Fiscal Year-End

    | (6) These PRSUs will vest on December 31, 2024, subject to performance achievement. The PRSUs have a maximum payout of 150% of target. |

  54. Outstanding Equity Awards at Fiscal Year-End

    | (7) One-third of these RSUs vested on March 8, 2024. The remaining two-thirds will vest ratably on each of the second and third anniversaries of March 8, 2023, subject to accelerated vesting in the event of certain terminations of employment. |

  55. Outstanding Equity Awards at Fiscal Year-End

    | (8) These PRSUs will vest on December 31, 2025, subject to performance achievement. These PRSUs have a maximum payout of 150% of target. |

  56. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding the number of options exercised by the NEOs and the number of stock awards that vested during the year ended December 31, 2023 for each of the NEOs.

  57. Option Exercises and Stock Vested

    | | Option Awards | | RSU/Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting(4) | | Lois K. Zabrocky | 0 | $0 | 90,945 | $4,136,179 | | Jeffrey D. Pribor | 0 | $0 | 40,635 | $1,848,080 | | James D. Small III | 9,205 | $418,643 | 32,671 | $1,485,877 | | Derek G. Solon | 4,662 | $212,028 | 22,901 | $1,041,537 | | William F. Nugent | 8,335 | $379,076 | 22,901 | $1,041,537 |

  58. Option Exercises and Stock Vested

    | (1) Mr. Small exercised stock options on March 2, 2023 in the amount of 9,205. Mr. Solon exercised stock options on August 28, 2023 in the amount of 4,662. Mr. Nugent exercised stock options on August 17, 2023 in the amounts of 3,673 and 4,662. |

  59. Option Exercises and Stock Vested

    | (2) The value realized on exercise is the difference between the market value of the shares on the exercise date and the exercise price of the option, multiplied by the number of options shown in the table. |

  60. Option Exercises and Stock Vested

    | (3) Ms. Zabrocky and Messrs. Pribor, Small, Solon and Nugent had RSUs vest on March 17, 2023, April 2, 2023 and April 7, 2023 in the amounts of (a) 8,688, 8,550 and 42,586, respectively, for Ms. Zabrocky; (b) 4,093, 3,876 and 18,006, respectively, for Mr. Pribor; (c) 3,121, 3,072 and 15,298, respectively, for Mr. Small; (d) 2,143, 1,621 and 11,462, respectively, for Mr. Solon and (e) 2,143, 1,621 and 11,462, respectively, for Mr. Nugent. Ms. Zabrocky and Messrs. Pribor, Small, Solon and Nugent all had PRSUs vest on December 31, 2023 in the amounts of 31,121, 14,660, 11,180, 7,675 and 7,675, respectively. |

  61. Option Exercises and Stock Vested

    | (4) The value realized on vesting is calculated by multiplying the number of shares shown in the table by the closing market price of the Company’s common stock as of December 31, 2023, which was $45.48 per share. |

  62. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information with respect to the deferral of compensation on a non-tax qualified basis to the INSW SERP for each NEO. The INSW SERP provided for interest at an annual rate of 2.98% through the termination date of the participant. The plan was frozen to new participants. The SERP was terminated on June 3, 2022, with the payout of remaining amounts thereunder completed in the second quarter of 2023.

  63. Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2023 | Company Contributions on 2023 | Aggregate Earnings/ Losses in 2023(1) | Aggregate Withdrawals/ Spin-Offs in 2023 | Aggregate Balance at December 31, 2023 | | Lois K. Zabrocky | $— | $— | $2,083 | $217,782 | $— | | Jeffrey D. Pribor | $— | $— | $— | $— | $— | | James D. Small III | $— | $— | $— | $— | $— | | Derek G. Solon | $— | $— | $— | $— | $— | | William F. Nugent | $— | $— | $— | $— | $— |

  64. Nonqualified Deferred Compensation

    | (1) The aggregate earnings constitute interest accrued between January 1, 2023 and the plan payout date. There were no executive or INSW contributions in 2023. |

  65. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table discloses the amounts that would have been payable to each NEO upon termination of their employment, assuming for this purpose that such termination had occurred on December 31, 2023, in each case conditioned upon continued compliance with certain restrictive covenants and the delivery of a release to the Company. At December 31, 2023, Mr. Pribor was eligible for normal retirement at age 65 and not entitled to any other benefits. The table excludes amounts payable pursuant to the INSW SERP, as described above, and pursuant to plans that do not discriminate in favor of executive officers and that are generally available to all salaried employees, such as the Savings Plan.

  66. Potential Payments Upon Termination or Change in Control

    | Event(1) | Lois K. Zabrocky | Jeffrey D. Pribor | James D. Small III | Derek G. Solon | William F. Nugent | | Involuntary Termination Without Cause or Voluntary Resignation for Good Reason, Including in Connection with a Change in Control | | | | | | | Cash Severance Payment(2) | $1,500,000 | $870,000 | $1,060,000 | $410,000 | $410,000 | | Pro Rata Bonus Payment(3) | $937,500 | $580,000 | $530,000 | $0 | $0 | | Bonus Payment(4) | $0 | $0 | $0 | $410,000 | $410,000 | | Equity Awards(5) | $5,608,939 | $2,729,450 | $2,010,203 | $0 | $0 | | Lump Sum Payment | $1,049,999 | $0 | $950,000 | $0 | $0 | | Total | $9,096,438 | $4,179,450 | $4,550,203 | $820,000 | $820,000 | | Death/Disability | | | | | | | Pro Rata Bonus Payment | $0 | $580,000(6) | $0 | $0 | $0 | | Equity Awards | $0 | $0 | $0 | $0 | $0 | | Total | $0 | $580,000 | $0 | $0 | $0 |

  67. Potential Payments Upon Termination or Change in Control

    | (1) The values in this table reflect estimated payments associated with various termination scenarios. |

  68. Potential Payments Upon Termination or Change in Control

    | (2) This reflects a cash severance payment equal to 24 months of base salary for Ms. Zabrocky and Mr. Small per the terms of their respective employment agreements. Mr. Pribor is entitled to 18 months of base salary plus target bonus if the separation is without cause or for good reason and due to a change in control as shown in this table and 12 months of base salary plus target bonus if he is terminated without cause or resigns with good reason without a change in control per the terms of his employment agreement. Messrs. Solon and Nugent are entitled to 12 months of base salary plus target bonus. |

  69. Potential Payments Upon Termination or Change in Control

    | (3) For Ms. Zabrocky and Messrs. Pribor and Small a pro-rata target bonus is provided for in their respective employment agreements. The amounts listed assume a termination of employment occurs on the last business day of the year. For Mr. Pribor the pro-rata target is to be based on actual Company performance (other than for individual goal metrics, which are calculated at target) if no bonus payment is made to other executive officers of the Company in respect of the year in which the separation from service occurs due to business unit and company performance objectives not being met, then no amount shall be payable to Mr. Pribor. |

  70. Potential Payments Upon Termination or Change in Control

    | (4) Messrs. Solon and Nugent are entitled to receive a 12-month bonus calculated at target for the year if terminated. |

  71. Potential Payments Upon Termination or Change in Control

    | (5) For Ms. Zabrocky and Mr. Small all option shares and time based RSUs (and any other equity-based grant or cash in lieu of grants that is not performance-based) granted to Ms. Zabrocky and Mr. Small, to the extent not otherwise vested, shall vest as of the separation date, as applicable. The unvested PRSUs will be forfeited in the event of termination. As of December 31, 2023, Ms. Zabrocky had 113,395 unvested RSUs and 18,901 unvested stock options with a strike price of $21.58. Mr. Pribor had 50,678 unvested RSUs and 8,905 unvested stock options with a strike price of $21.58. Mr. Small had 40,631 unvested RSUs and 6,791 unvested stock options with a strike price of $21.58 . For Mr. Pribor, those unvested RSUs and stock options that otherwise would have vested on the next regularly scheduled vesting date following the separation will vest upon the separation date. For RSUs, this will amount to 4,093, 7,717, 10,290 and 3,524 units vesting at $45.48 for 3/17/21, 4/7/22 and 3/8/2023 respectively, for actual value of $1,165,364. For unvested stock options this will amount to 8,904 vesting at the difference of their respective strike price and the share price upon vesting of $45.48 for 3/17/21 for an actual value realized of $212,837. For PRSUs, Mr. Pribor will receive a number of unvested units prorated for the number of weeks actually worked. The number of unvested units reflected herein for Mr. Pribor includes: 12,279 at a rate of $45.48 multiplied by 145 the number of weeks worked for a total value of 558,449 at a rate of $45.48 multiplied by 90 the number of weeks worked for a total value of $653,529 for the 4/7/2022 grant; and 10,572 at a rate of $45.48 multiplied by 42 the number of weeks worked for a total value of $139,270 for the 3/8/23 grant. Messrs. Solon and Nugent would be entitled to vesting of their unvested time-based RSUs and unvested stock options if the separation is for “good reason” and within 12 months of a “change in control”; otherwise, the unvested RSUs and unvested stock options shall immediately be forfeited (as reflected above). For Messrs. Solon and Nugent all PRSUs shall immediately be forfeited on the separation date. |

  72. Potential Payments Upon Termination or Change in Control

    | (6) Regarding Mr. Pribor being of eligible retirement age, over age 65, he will receive his contractual amounts shown above. He will not receive any other retirement benefits from the company. Upon Mr. Pribor’s disability, Mr. Pribor, or in the case of his death, his estate, is entitled to receive the pro-rata portion of his annual bonus at target for the year of termination. The amount listed in the table reflects his disability or death occurring on December 31, 2023, the last business day of the year. |

  73. Pay Ratio Disclosure

    Pay Ratio Disclosure The compensation of the Company’s median employee (“Median Employee”) was determined by reviewing the amount of compensation paid to each of the Company’s full-time and part-time employees, of which 64 (not including the CEO) were located in its New York, Houston, United Kingdom and Singapore offices, all of whom were employed by the Company through December 31, 2023, and the 2,921 seafarers who had been employed on the Company’s vessels for one or more days during the year ended December 31, 2023. The Company’s seafarers are hired by its technical managers acting as agent for the individual ship owning companies, each of which is a subsidiary of the Company, and include employees from various non-U.S. jurisdictions, including in particular the Philippines, India, Russia, China, Bangladesh, Croatia, Estonia, Georgia, Latvia, Turkey, Ukraine, Italy, and Sri Lanka. In determining the compensation paid to the CEO and the Median Employee, the Company used the data as shown in its payroll records including base salary, bonuses (including equity awards), seniority payments, performance bonuses, welfare costs, healthcare payments and other benefits paid by or on behalf of the Company. While the number of days worked by the Company’s seafarers ranged from 1 to 347 days in 2023, the Median Employee worked approximately 248 days. Our CEO had annual total compensation of $4,275,366 and our Median Employee had annual total compensation of $21,933. Therefore, our CEO’s annual total compensation in 2023 was approximately 195 times that of the median of the annual total compensation of our Median Employee.

  74. Pay vs. Performance

    Pay vs. Performance The following table provides information in understanding NEO compensation and Company performance as required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K.

  75. Pay vs. Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income/(Loss) (millions) | Earnings from Shipping Operations (ESO) (millions)(6) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(5) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $4,275,366 | $5,922,656 | $1,856,498 | $2,412,331 | $202.40 | $184.47 | $556.45 | $670.43 | | 2022 | $5,409,147 | $10,805,863 | $2,207,085 | $3,985,834 | $141.60 | $130.01 | $387.90 | $484.22 | | 2021 | $3,052,550 | $2,366,989 | $1,342,210 | $1,121,434 | $53.94 | $93.90 | $(134.67) | $(15.23) | | 2020 | $3,374,108 | $1,229,503 | $1,386,334 | $561,587 | $55.57 | $69.36 | $(5.53) | $159.22 |

  76. Pay vs. Performance

    | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Ms. Lois Zabrocky (who was our President and Chief Executive Officer for all years presented) in the “Total” column of the Summary Compensation Table (“SCT”). |

  77. Pay vs. Performance

    | (2) The dollar amounts reported in column (c) represent the amount of compensation actually paid to Ms. Zabrocky, as computed in accordance with Item 402(v) of Regulation S-K (“CAP”). |

  78. Pay vs. Performance

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for our non-CEO NEOs as a group in the “Total” column of the SCT for each applicable year. The non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: Messrs. Jeffrey D. Pribor, James D. Small III, Derek G. Solon and William F. Nugent. |

  79. Pay vs. Performance

    | (4) The dollar amounts reported in column (e) represent the average amount of CAP for the non-CEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. |

  80. Pay vs. Performance

    | (5) The dollar amounts reported in column (g) represent the weighted INSW 2023 peer group total shareholder return, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The TSR group consists of: Ardmore Shipping Corporation (NYSE:ASC); DHT Holdings, Inc. (NYSE:DHT); Euronav NV (NYSE: EURN); Frontline LTD (NYSE: FRO); Scorpio Tankers Inc. (NYSE: STNG); Tsakos Energy Navigation Limited (NYSE:TNP); Teekay Tankers Ltd. ( NYSE:TNK); and TORM plc (NYSE: TRMD). |

  81. Pay vs. Performance

    | (6) The dollar amounts reported in column (i) represent ESO as defined and presented in the CD&A above. |

  82. Pay vs. Performance

    Most Important Market Measures 1. Earnings from Shipping Operations 2. Return on Invested Capital 3. Total Shareholder Return

  83. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO

    Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO

  84. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO

    | Year | 2023 | | Summary Compensation Table Total | $4,275,366 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (2,028,776) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 1,913,290 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 1,563,711 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | 199,065 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | | Compensation Actually Paid | $5,922,656 |

  85. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO

    Our PEO does not have any accumulated benefit under any defined benefit or actuarial pension plans; accordingly, we did not deduct or add any amounts with respect to defined benefit pension plans in calculating CAP to the PEO.

  86. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

    Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

  87. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

    | Year | 2023 | | Summary Compensation Table Total | $1,856,498 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | ($731,003) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $689,392 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $526,027 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $71,417 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | | Compensation Actually Paid | $2,412,331 |

  88. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

    Our non-PEO NEOs do not have any accumulated benefit under any defined benefit or actuarial pension plans; accordingly, we did not deduct or add any amounts with respect to defined benefit pension plans in calculating CAP to non-PEO NEOs. For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement.

  89. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

    | | Fiscal Year 2023 | | Restricted Stock Units | | | Stock Price | $37.02 - $45.48 | | Performance Share Units | | | Financial Metric Multiplier | 100% - 150% | | TSR Realized Performance (Percentile) | 50P | | Volatility | 39.6% - 43.4% | | Risk-Free Interest Rate | 4.1% - 4.7% | | Stock Options | | | Expected Term (years) | 1.5 - 2.1 | | Strike Price | $21.58 - $21.93 | | Volatility | 47.6% - 54.3% | | Dividend Yield | 10.7% - 18.8% | | Risk-Free Interest Rate | 3.7% - 4.4% |

  90. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

    The Company operates in the maritime tanker shipping industry, which is a highly cyclical business where results often reflect an underlying commodity-based rate environment. Accordingly, the results of our business can fluctuate significantly from time to time, driven by changes in shipping rates and vessel valuations that can be caused by, among other things, geopolitical events, global or regional conflicts, government action and regulatory developments, in the global capital markets, environmental incidents and various other factors discussed in detail in our Annual Report. As part of its effort to appropriately align compensation incentives to management performance, the Compensation Committee annually evaluates and implements both fixed and variable components of compensation. Due, however, to the volatile nature of the industry, variable compensation actually paid can be significantly affected (either positively or negatively) by short-to-medium-term changes in market rates and INSW stock performance.

  91. Directors and Executive Officers

    Directors and Executive Officers The table below sets forth information as to each current director, director nominee and Named Executive Officer listed in the Summary Compensation Table in this Proxy Statement, and includes the amount and percentage of the Company’s Common Stock of which each director, director nominee, each Named Executive Officer, and all directors, directors nominees and executive officers as a group, was the “beneficial owner” (as defined in regulations of the SEC) on the Record Date, all as reported to the Company. The address of each person identified below as of the date of this Proxy Statement is c/o International Seaways, Inc., 600 Third Avenue, 39th Floor, New York, New York 10016.

  92. Directors and Executive Officers

    | | Shares of Common Stock Beneficially Owned(1) | | | Name | Number | Percentage | | Directors/Nominees | | | | Doug Wheat | 26,056(2) | * | | Darron M. Anderson | — | | | Timothy J. Bernlohr | 44,180(3) | * | | Ian T. Blackley | 14,725(3) | * | | A. Kate Blankenship | 19,098(3) | * | | Randee E. Day | 20,045(3) | * | | David I. Greenberg | 26,907(3) | * | | Kristian K. Johansen | — | | | Joseph I. Kronsberg | 11,760(3) | * | | Craig H. Stevenson, Jr. | 187,705(4) | 0.4% | | Lois K. Zabrocky | 179,376(5) | 0.4% | | Named Executive Officers (other than Ms. Zabrocky who is listed above with the other Directors/Nominees) | | | | Jeffrey D. Pribor | 208,630(6) | 0.4% | | James D. Small III | 72,825(7) | 0.1% | | Derek G. Solon | 63,384(8) | 0.1% | | William F. Nugent | 60,913(9) | 0.1% | | All Directors, Director Nominees and Executive Officers as a Group (15 Persons) | 949,693(10) | 1.9% |

  93. Directors and Executive Officers

    | * Less than 0.1% |

  94. Directors and Executive Officers

    | (1) Includes shares of Common Stock issuable within 60 days of the Record Date upon the exercise of options owned by the indicated stockholders on that date. |

  95. Directors and Executive Officers

    | (2) Includes 5,798 shares of Common Stock that vest on June 6, 2024. |

  96. Directors and Executive Officers

    | (3) Includes 2,635 shares of Common Stock that vest on June 6, 2024. |

  97. Directors and Executive Officers

    | (4) Includes 2,635 shares of Common Stock that vest on June 6, 2024, and 65,075 shares of Common Stock held by a limited liability company of which Mr. Stevenson is the controlling member and with respect to which Mr. Stevenson disclaims beneficial interest except to the extent of his pecuniary interest therein. |

  98. Directors and Executive Officers

    | (5) Includes 18,901 shares issuable upon the exercise of options. |

  99. Directors and Executive Officers

    | (6) Includes 130,781 shares issuable upon the exercise of options. |

  100. Directors and Executive Officers

    | (7) Includes 10,187 shares issuable upon the exercise of options. |

  101. Directors and Executive Officers

    | (8) Includes 12,997 shares issuable upon the exercise of options. |

  102. Directors and Executive Officers

    | (9) Includes 4,662 shares issuable upon the exercise of options. |

  103. Directors and Executive Officers

    | (10) Includes 179,079 shares issuable upon the exercise of options. |