DEF 14A of Genco Shipping & Trading LTD, Apr 9, 2025

DEF 14A of Genco Shipping & Trading LTD

Filed Apr 9, 2025 · FY20240001140361-25-013070

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Under Genco’s Certificate of Incorporation, as amended, all members of the Board of Directors currently have terms expiring at the 2025 Annual Meeting. The Board of Directors has nominated the directors currently serving on the Board of Directors for election or re-election to serve as directors of the Company for a one-year term until the 2026 Annual Meeting of Shareholders of the Company and until their successors are elected and qualified or until their earlier resignation or removal. Although management has no reason to believe that the nominees will not be available as candidates, should such a situation arise, proxies may be voted for the election of such other persons as the holders of the proxies may, in their discretion, determine. Directors are elected by a plurality of the votes cast at the Annual Meeting, either in person or by proxy. Votes that are withheld will be excluded entirely from the vote and will have no effect. However, any director who receives a greater number of votes “withheld” than votes “for” his or her election in an uncontested election must promptly tender his or her resignation in writing to the Nominating and Corporate Governance Committee of the Board for consideration and recommendation to the Board for action. See “Director Resignation Policy” on p. 8 for further information. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ELECTION (ITEM 1 ON THE ENCLOSED PROXY CARD) OF THE NOMINEES AS DIRECTORS.

  2. Nominee Information

    Nominee Information The following table sets forth information regarding the nominees for re-election as directors:

  3. Nominee Information

    | Name | Age | Position | | James G. Dolphin | 57 | Chairman of the Board and Director | | Paramita Das | 48 | Director | | Kathleen C. Haines | 70 | Director | | Basil G. Mavroleon | 77 | Director | | Karin Y. Orsel | 55 | Director | | Arthur L. Regan | 62 | Director | | John C. Wobensmith | 54 | Chief Executive Officer, President, Secretary, and Director |

  4. Nominee Information

    James G. Dolphin has served as a director of Genco since July 21, 2014. Mr. Dolphin became Chairman of the Board upon completion of the 2021 Annual Meeting of Shareholders on May 13, 2021. Mr. Dolphin has served as the Managing Director and President of AMA Capital Partners, LLC (“AMA”), since 2001. AMA is a leading shipping and offshore merchant bank and advisor. Prior to joining AMA, Mr. Dolphin served as a Principal of Booz Allen Hamilton, serving as the global leader of their commercial freight management consultancy practice. He served on the board of directors of OSG America L.P. from 2007 to 2009, where he also served as a member of the Audit Committee and the Chair of the Conflicts Committee, which negotiated a buyback and tender offer by its general partner; the boards of directors of PLM Financial Services, Inc. and PLM Transportation Equipment Corporation, from 2005 to 2007; and the Board of Trustees of the Seamen’s Church Institute, from 2004 to 2009, where he was a member of the Executive, Investment and Audit Committees. He was instrumental in the establishment of Oceania Cruises Inc. and served as a director from 2003 to 2006, where he also served as a member of the Executive and Audit Committees. Mr. Dolphin also served as a Transportation Executive with First National Bank of Maryland. Mr. Dolphin received his B.A. in Economics and Managerial Studies from Rice University. As a result of these and other professional experiences, Genco believes Mr. Dolphin possesses knowledge and experience regarding the shipping industry, ship finance, and general business matters that strengthen the Board’s collective qualifications, skills and experience. Paramita Das has served as a director of Genco since March 8, 2024. Ms. Das has served as Senior Advisor to the Chief Executive Officer and Chief Strategy Officer of Stardust Power Inc. since September 2024. Previously, Ms. Das served as the Global Head of Marketing, Development and ESG (Chief Marketing Officer) Metals and Minerals at Rio Tinto, a global mining group, from June 2022 through February 2024. Prior to that, she served in various roles of increasing responsibility at Rio Tinto, including as President of Rio Tinto Nickle Inc. (renamed Rio Tinto Commercial Americas Inc), President and CEO of Alcan Primary Products Company, LLC and a member of the Board of Directors of Rio Tinto Services Inc. since 2019; General Manager, Marketing and Development, Metals, and Head of the Chicago Commercial Office from 2018 to 2022, and Chief of Staff/Group Business Executive to the Rio Tinto Group CEO from 2016 to 2017. Prior to her tenure at Rio Tinto, Ms. Das served as Chief Strategy Officer for Consortium at Sumitomo Corporation, Itochu Corporation, UACJ Consortium and Head of Strategic Planning & Performance at BP. Ms. Das has served on the Board of Coeur Mining, Inc. since May 2023, the Board of Toromont Industries since November 2024, and the Advisory Board of Durendal Resources, a company in the business of AI-backed, geoscience-based metals exploration since March 2024. She earned a Master of Business Administration from the University of Louisville, Executive Education from University of Chicago and a Bachelors’ Degree from Guru Govind Singh Indraprastha University. As a result of these and other professional experiences, Genco believes Ms. Das possesses knowledge and experience regarding commodities markets, ESG matters, and general business matters that strengthen the Board’s collective qualifications, skills and experience. Kathleen C. Haines has served as a director of Genco since May 17, 2017. In 2021, she joined the Advisory Board of Sea Machines Robotics, a privately held company in Boston, Massachusetts. She served as Chief Financial Officer and Treasurer of Heidmar Inc. (“Heidmar”), a privately held company that commercially manages a fleet of oil tankers, from July 2012 until May 2020. She was also a member of the Executive Committee of Heidmar, which was responsible for the strategy of the company as well as marketing efforts. Prior to and after her time at Heidmar, Ms. Haines has served as the Principal of Holbridge Capital Advisors, a financial consulting and investment firm specializing in the maritime industry. During 2010, she served as the Chief Financial Officer of Asia Pacific Carriers, based in Hong Kong. From May 2007 to May 2008, she was the Chief Executive Officer of the transition company created following the sale of OMI Corporation, a U.S.-based NYSE-listed international shipping company. Ms. Haines served as the Chief Financial Officer of OMI Corporation from 1998 until its sale. She also served on the Board of Directors of OMI Corporation’s technical management affiliate, Orinoco Marine Consultancy Pvt. Ltd., from 2006 to 2008. Ms. Haines was a board member of OSG America LLC from 2007 until it was reacquired by its parent company in 2009 and served as Chairman of the Audit Committee and a member of the Conflicts Committee. She currently serves on the Board of Trustees of the Seamen’s Church Institute as Audit Chair and is a member of the Finance and Endowment Committee as well as the Governance/Nominating Committees. She is active in numerous professional associations, including the American Institute of Certified Public Accountants, and is the Treasurer and a founding board member of the U.S. affiliate of Women’s International Shipping and Trading Association. Ms. Haines also served on the Board of the New York Maritime Association. Ms. Haines holds a Bachelor of Arts degree in Accounting from Texas Tech University and is a controllership graduate from the University of Wisconsin School for Bank Administration. As a result of these and other professional experiences, Genco believes Ms. Haines possesses knowledge and experience regarding the shipping industry, finance, and general business matters that strengthen the Board’s collective qualifications, skills and experience. Basil G. Mavroleon has served as a director of Genco since July 17, 2015. Mr. Mavroleon served as a director of Baltic Trading from March 15, 2010 until Baltic Trading’s merger with our Company on July 17, 2015. Mr. Mavroleon also served as a director of our Company from July 27, 2005 to July 9, 2014. Mr. Mavroleon has been employed in the shipping industry for the last 46 years. Since 1970, Mr. Mavroleon has worked at Charles R. Weber Company, Inc., one of the oldest and largest tanker brokerages and marine consultants in the United States. Mr. Mavroleon was Managing Director of Charles R. Weber Company, Inc. for twenty-five years and held the position of Manager of the Projects Group thereafter for five years from January 2009 until April 2013. Mr. Mavroleon is a director of Pyxis Tankers, Inc. where he serves on the audit committee and the nominating and corporate governance committee. Mr. Mavroleon also serves as Managing Director of WeberSeas (Hellas) S.A., a comprehensive sale and purchase, newbuilding, marine projects and ship finance brokerage based in Piraeus, Greece. Since its inception in 2003 through its liquidation in December 2005, Mr. Mavroleon served as Chairman of Azimuth Fund Management (Jersey) Limited, a hedge fund that dealt with tanker freight forward agreements and derivatives. Mr. Mavroleon is on the advisory board of NAMMA (North American Maritime Ministry Association), is a director emeritus of NAMEPA (North American Marine Environmental Protection Association), and is Chairman of the New York World Scale Committee. Previously, he was a member of the Baltic Exchange, was on the board of the Associate Membership Committee of Intertanko, and was a member of the Association of Ship Brokers and Agents for over 40 years. Mr. Mavroleon is a member of the Hellenic Chamber of Commerce, the Connecticut Maritime Association, NYMAR (New York Maritime Inc.), the Maritime Foundation Knowledge Center, honorary director of the Connecticut Maritime Association

  5. Nominee Information

    Education Foundation (CAMEF). He also previously served on the board of trustees of the Maritime Aquarium, Norwalk, CT. Mr. Mavroleon was educated at Windham College, Putney, VT. As a result of these and other professional experiences, we believe Mr. Mavroleon possesses knowledge and experience regarding the shipping industry, ship finance, and general business matters that strengthen the Board’s collective qualifications, skills and experience. Karin Y. Orsel has served as a director of Genco since March 22, 2021. Ms. Orsel is a shipping executive and entrepreneur with over 35 years of experience in the industry. She serves as the Chief Executive Officer of MF Shipping Group, a company she founded in 1994 that provides technical management services to a fleet of over 50 vessels, including oil product and chemical tankers, multipurpose vessels, self-unloaders, and cement carriers. In connection with these activities, she has acted as a managing director of a number of ship-owning companies. She began her career in the shipping industry at the age of 18 with Sandfirden Rederij B.V., where she served as a financial manager. Ms. Orsel is active in shipping industry organizations, currently serving as a board member of Koninklijke Vereniging van Nederlandse Reders (the Royal Association of Netherlands Ship-owners), a board member of the International Chamber of Shipping (ICS), a member of the Executive Committee of the International Association of Independent Tanker Owners (INTERTANKO), Chair and a Trustee of International Seafarers Welfare and Assistance Network (ISWAN), chair of the European Community Shipowners’ Association, and an Ambassador for the Women’s International Shipping and Trading Association. She earned a Bachelor of Arts in Economic & Administrative Education from Winschoter College in the Netherlands. As a result of these and other professional experiences, Genco believes Ms. Orsel possesses knowledge and experience regarding the shipping industry, finance, and general business matters that strengthen the Board’s collective qualifications, skills and experience. Arthur L. Regan has served as a director of Genco since February 17, 2016 and was named Interim Executive Chairman of the Board on October 13, 2016 and Chairman of the Board on June 5, 2020. Mr. Regan served as Chairman of the Board from June 5, 2020 through May 13, 2021, following which he has continued to serve as a director of Genco. Since August 2022, Mr. Regan has been the Chief Executive Officer and Director of Energos Infrastructure LLC, an LNG marine infrastructure platform providing an integral component of global energy transition. Mr. Regan has worked as an Operating Partner with Apollo Investment Consulting LLC since 2016. Since 2010, Mr. Regan has served as the President, Chief Executive Officer and a Director of Principal Maritime Management, LLC, a wholly owned portfolio company of Apollo Global Management, LLC (“Apollo”), which has directly managed and advised Apollo on investments across the shipping industry. From 2010 to 2015, Mr. Regan was President, Chief Executive Officer, and a Director of Veritable Maritime Holdings LLC, an international shipowning entity funded principally by affiliates of Apollo. Mr. Regan has more than 30 years of experience in the shipping industry in executive roles, including as President and Chief Executive Officer of Arlington Tankers Ltd. from 2004 to 2008, which was listed on the New York Stock Exchange. Mr. Regan is a graduate of the State University of New York Maritime College at Fort Schuyler with a Bachelor of Science degree in Marine Transportation and Management. Mr. Regan began his shipping career sailing as an officer on merchant tankers and dry bulk vessels for over ten years, completing his sea service as Master Mariner. He is currently a Member of the North American Panel Committee of the vessel classification society and maritime industry advisor DNV-GL. Mr. Regan was an independent director of Chembulk Tankers from 2018 to 2020 and was its Chairman of the Board until 2022. Chembulk Tankers was a privately held entity that owned and operated stainless steel specialty chemical tankers internationally. As a result of these and other professional experiences, Genco believes Mr. Regan possesses knowledge and experience regarding general business, finance, and the shipping industry that strengthen the Board’s collective qualifications, skills and experience. John C. Wobensmith has served as a director of Genco since May 29, 2021, our Chief Executive Officer since March 23, 2017, and our President since December 19, 2014. From April 2005 until his appointment as President, he served as our Chief Financial Officer and Principal Accounting Officer. From 2010 until Baltic Trading’s merger with our Company on July 17, 2015, Mr. Wobensmith served as President, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer of Baltic Trading. He was given the additional title of Chief Executive Officer of Genco on March 23, 2017. He also served as a director of Ultrapetrol (Bahamas) Limited, a marine transportation company, from 2016 to 2017. Mr. Wobensmith has over 25 years of experience in the shipping industry. Before becoming our Chief Financial Officer, Mr. Wobensmith served as a Senior Vice President with American Marine Advisors, Inc., now known as AMA Capital Partners, LLC, a shipping and offshore merchant bank and advisor. While at American Marine Advisors, Inc., Mr. Wobensmith was involved in mergers and acquisitions, equity fund management, debt placement and equity placement in the shipping industry. From 1993 through 2000, he worked in the international maritime lending group of The First National Bank of Maryland, serving as a Vice President from 1998. Mr. Wobensmith has a Bachelor’s Degree in economics from St. Mary’s College of Maryland. He also was appointed by the Governor of Maryland and currently serves on the Board of Trustees and as Treasurer of the Board at St. Mary’s College of Maryland. Mr. Wobensmith holds the Chartered Financial Analyst designation.

  6. Executive Compensation Practices

    | What We Do | | | • | Our Compensation Committee, which is comprised solely of independent directors, recommends annual compensation awards for our executive officers to our Board for approval. | | • | The Compensation Committee directly retains an independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”) to provide advice. | | • | Our Compensation Committee conducts an annual review of our executive compensation program to confirm it does not create risks that are reasonably likely to have a material adverse effect on the Company. | | • | We make performance-based cash bonus awards under a plan based on achievement of specified performance criteria. | | • | We have historically made equity awards that: | | • | provide for a three-year minimum vesting schedule for named executives, which is up to five years for certain awards granted historically; | | • | do not provide for “single trigger” vesting in the event of a change of control; and | | • | are limited to a total fixed number of shares under our equity plan for which increases are subject to shareholder approval. | | • | We have adopted and maintain stock ownership guidelines for our executive officers and directors. | | What We Do Not Do | | | • | We do not permit our executive officers to engage in short sales or hedging transactions with regard to compensatory equity awards or to pledge our equity securities as collateral for a loan (with one grandfathered exception). | | • | We do not provide so-called tax “gross-ups” for our executive officers. | | • | We do not provide significant perquisites for our executive officers. | | • | We do not pay dividends on equity awards prior to vesting. |

  7. How Compensation is Determined

    How Compensation is Determined Role of Compensation Committee. Genco’s Compensation Committee oversees Genco’s executive compensation program. The Compensation Committee reviews, administers and designs Genco’s compensation plans and policies, and recommends such plans and policies to Genco’s Board for approval. Genco’s Compensation Committee also reviews and approves the corporate goals and objectives relevant to the compensation of Genco’s named executives, evaluates corporate performance and the performance of each of Genco’s executives, and recommends to Genco’s Board the compensation (cash and equity) of Genco’s named executives and other key employees. Each year, Genco’s Compensation Committee evaluates each named executive and other key employees to determine if changes in compensation are appropriate. As part of this process, Genco’s Compensation Committee reviews summaries that include, as applicable for each individual, salary, bonus, and other cash compensation; severance and change in control benefits; prior grants of equity-based awards; and the value of benefits and perquisites. Role of Compensation Consultant. Genco’s Compensation Committee retained FW Cook, an independent compensation consultant, to assist and advise Genco’s Compensation Committee with respect to several aspects of Genco’s executive compensation programs and corporate governance. The services that FW Cook was retained for include reviewing and advising Genco on its compensation philosophy, strategy and program; analyzing the appropriateness of a compensation comparator peer group; providing and analyzing competitive market compensation data; analyzing the effectiveness of Genco’s compensation programs and making recommendations, as appropriate; providing advice and counsel on best practices in compensation and corporate governance, keeping Genco and its Compensation Committee apprised of trends, developments, legislation and regulations affecting executive and director compensation; and conducting a risk assessment of Genco’s incentive compensation programs and making recommendations, as appropriate. As required by rules adopted by the SEC under the Dodd-Frank Wall Street Reform And Consumer Protection Act, Genco’s Compensation Committee has considered the relevant factors (including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act) and has determined that FW Cook is independent and has no conflicts of interest. Role of Management. Genco’s Compensation Committee consults with Genco’s Chief Executive Officer and, as appropriate, its other named executives regarding their views on their compensation and the compensation of those who report to them directly or indirectly. However, Genco’s Compensation Committee makes the final recommendation to Genco’s Board with respect to each executive’s compensation. None of Genco’s named executives determines his own compensation. Competitive Marketplace Assessment. In order to assess the competitiveness of Genco’s executive compensation, Genco’s Compensation Committee reviews the compensation arrangements of executives at certain other publicly-traded drybulk and other shipping companies as well as other companies that the Compensation Committee believes are representative of the market place in which Genco competes for executive and managerial talent. The compensation comparator group that Genco’s Compensation Committee used in its recommendations for 2024 compensation comprised 13 such companies, listed below. The Compensation Committee believes the compensation information from the comparator group can be helpful, but recognizes that benchmarking data is not definitive and is subject to change from one year to the next. The Compensation Committee uses this information as a general frame of reference and does not target Genco’s executive compensation to a specific percentile, instead using company and individual performance as the primary drivers of compensation levels. Compensation Comparator Group

  8. How Compensation is Determined

    The Compensation Committee, assisted by FW Cook, reviews the compensation comparator group periodically. In addition to its review of the comparator group executive compensation data, the Compensation Committee also reviews general industry executive compensation survey data. Prior Year Say on Pay Results. At the May 23, 2024 shareholders’ meeting, the non-binding advisory vote on executive compensation proposal, or the “say on pay” vote, received support from 87.8% of votes cast. The Compensation Committee considered these results and determined that the results of the vote did not call for any significant changes to the executive compensation plans and programs already in place.

  9. Genco’s Compensation Philosophy

    Genco’s Compensation Philosophy Genco’s executive compensation program is designed to attract, motivate and retain a talented team of executives who will enable Genco to compete successfully with other drybulk shipping companies. Genco seeks to accomplish this goal in a way that aligns Genco’s executives’ interests with those of its shareholders and encourages and rewards Genco’s executives for achievement of Genco’s annual and longer-term performance objectives. Our compensation framework embodies a system of short-term incentive awards under our Annual Incentive Plan and long-term incentive awards under our 2015 Equity Incentive Plan, each of which is determined in accordance with a small group of focused metrics. For short-term incentive compensation for 2024, the metrics we used are free cash flow and achievement of corporate and individual strategic initiatives as determined in the discretion of our Board. For long-term incentive compensation for 2024, the metrics we used were relative total shareholder return compared to a performance peer group and an internally adjusted return on invested capital ratio. A portion of the value of our equity awards for 2024 took the form of restricted stock units (“RSUs”) with vesting based on the passage of time, and the remaining portion took the form of performance RSUs (“PRSUs”), the vesting of which will depend on the achievement of the specified metrics. Further details of our compensation framework and awards made under it for 2024 are further described below under “Compensation for Genco’s Named Executives for 2024” starting on page 16.

  10. Compensation Objectives

    | • | align the interests of Genco’s executives with those of Genco’s shareholders through the use of short-term cash incentives that are paid on the basis of performance achievements in the year preceding payment and the use of equity-based long-term incentive awards that link reward to improvement in equity value over time. |

  11. Variable Incentive Compensation

    Variable Incentive Compensation In support of Genco’s commitment to align compensation with demonstrated performance, a significant portion of the compensation paid to its named executives is incentive-based. Genco’s incentive compensation program has been designed to recognize scope of responsibilities, reward demonstrated performance and leadership, motivate future performance, align the interests of the executive with Genco’s shareholders and retain the executives through the term of the equity awards, which has historically been for three to five years. Under Genco’s current compensation framework, variable incentive compensation in the forms of cash and restricted stock units is awarded to Genco’s named executives based on performance relative to certain metrics recommended by the Compensation Committee and approved by the Board. Cash Incentive Awards. For purposes of determining the amounts of cash bonuses payable to our named executive officers and other employees, the Compensation Committee recommended, and the Board approved, the Annual Incentive Plan described below. Equity Awards. Genco does not have a specific policy governing the timing of equity awards but intends to make equity awards for a given year in the first quarter of the year. Under the current compensation framework, these awards consist of RSUs that generally vest over a period of time and PRSUs that vest based on achievement of certain metrics following completion of a measurement period. Each RSU or PRSU awarded by Genco represents the right to receive one share of the issuer’s common stock, or in the sole discretion of our Compensation Committee, the value of a share of common stock on the date that the RSU or PRSU vests. The Compensation Committee considers the size and form of award when making award decisions. Historically, unless otherwise determined by Genco’s Compensation Committee, each RSU or PRSU award entitles the named executive to dividend equivalent rights. As the executives share commensurately with other shareholders in receiving payments in respect of dividends, they likewise share in the recognition of the current income generation and future change in stock price. Recipients of RSUs or PRSUs receive dividend equivalent payments only upon settlement of these awards after they vest, and any dividend equivalent payments that have accrued in respect of forfeited RSUs or PRSUs are likewise forfeited.

  12. Annual Incentive Plan for Cash Bonuses

    Annual Incentive Plan for Cash Bonuses Genco’s Annual Incentive Plan includes weighted performance criteria to calculate cash bonuses that may become payable to Genco’s executive officers and other employees. The Annual Incentive Plan is administered by the Company’s Compensation Committee and provides for the establishment from time to time of measurable criteria intended to reinforce a pay for performance framework aligning the interests of executive officers and other employees with those of the shareholders. The method for computing any amount of compensation payable under the Annual Incentive Plan may include, without limitation, the designation of one or more threshold, target, or maximum bonus levels, determination of the bonus amount to be paid at each such level, and the weighting of metrics used to determine the total bonus award.

  13. 2015 Equity Incentive Plan

    2015 Equity Incentive Plan Genco’s 2015 Equity Incentive Plan provides for equity awards with respect to shares of Genco’s common stock in the form of non-qualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, RSUs, or unrestricted stock. Awards are available to officers, directors, and executive, managerial, administrative and professional employees of and consultants to Genco or any subsidiary or joint venture of Genco. Genco’s Compensation Committee administers the 2015 Equity Incentive Plan and recommends discretionary awards under this plan for approval by Genco’s Board.

  14. Compensation for Genco’s Named Executives for 2024

    | • | Continuing benchmark outperformance through our commercial operating platform. |

  15. Compensation for Genco’s Named Executives for 2024

    Short-Term Cash Incentives Cash bonuses are awarded to executive officers under the Annual Incentive Plan, which includes weighted performance criteria to calculate cash bonuses that may become payable to Genco’s executive officers and other employees. The Annual Incentive Plan provides for the establishment of measurable criteria intended to reinforce a pay for performance framework. The following table provides details of the metrics and bonus calculations for our named executives for 2024 under the Annual Incentive Plan:

  16. Compensation for Genco’s Named Executives for 2024

    | (1) Bonuses were calculated on the basis of performance relative to each performance metric and its weighting. For each metric there are threshold, target, and stretch levels. In respect of the threshold level for each metric, subject to application of the Compensation Committee’s discretion, no bonus amount is generated for performance below the threshold level; 25% of the target bonus amount is generated for performance at threshold; the target bonus amount is generated for performance at the target level; and the maximum of 200% of the target bonus amount is generated for performance at the stretch level. Actual bonus amounts were calculated by linear interpolation between the threshold and the target and between the target and the maximum. |

  17. Compensation for Genco’s Named Executives for 2024

    | (1) The amount of the PRSU award to be vested is calculated on the basis of performance relative to each performance metric and its weighting. For each metric there are threshold, target, and stretch levels. In respect of the threshold level for each metric, subject to application of the Compensation Committee’s discretion, no amount is vested for performance below the threshold level; 25% of the target amount is vested for performance at threshold; the target amount is vested for performance at the target level; and the maximum of 200% of the target amount is vested for performance at the stretch level. Actual amounts vested are calculated by linear interpolation between the threshold and the target and between the target and the maximum. |

  18. Compensation for Genco’s Named Executives for 2024

    | (2) For purposes of this metric, share price performance is measured at the end of the performance period using a 20 trading day average plus dividends paid (which assumed to be reinvested) and compared to the 20 day trading average share price at the start of the period. This metric is calculated and ranked across the following performance peer group of global drybulk companies: Star Bulk Carriers Corp., Diana Shipping Inc., Golden Ocean Group Limited, Safe Bulkers, Inc., Pacific Basin Shipping Limited, Pangaea Logistics Solutions Ltd., Belships ASA, Seanergy Maritime Holdings Corp., Taylor Maritime Investments Limited, 2020 Bulkers Ltd. and Thoresen Thai Agencies Plc. Acquired peer group members, such as Eagle Bulk Shipping Inc., are removed from the peer group and the calculation. |

  19. 2025 Compensation Decisions

    2025 Compensation Decisions For 2025, base salaries for the named executives were increased for Messrs. Wobensmith, Allen, Adamo, and Christensen (to $725,000, $380,000, $315,000, and $410,000 respectively), in each case retroactive to January 1, 2025. With regard to cash incentive awards under our Annual Incentive Plan, target amounts of these cash incentive awards have been fixed for 2025 as the following percentages of base salary: for Mr. Wobensmith, 125%; for Messrs. Allen and Christensen, 85%; and for Mr. Adamo, 50%. The 2025 equity awards consisted of RSUs and PRSUs on the same terms as was granted on 2024. Mr. Wobensmith received awards of RSUs in amount determined by dividing $760,000 by our closing stock price on the grant date and PRSUs in an amount determined by dividing $1,140,000 by our closing stock price on the grant date. Messrs. Allen, Adamo, and Christensen received awards of RSUs and PRSUS in an aggregate amount determined by dividing $900,000, $250,000, and $900,000, respectively, by our closing stock price on the grant date, with such awards allocated equally between RSUs and PRSUs.

  20. Severance Benefits

    Severance Benefits Employment Agreement. Genco entered into an employment agreement with John C. Wobensmith, its Chief Executive Officer and President, on September 21, 2007, as amended on March 26, 2014, June 23, 2014, April 30, 2015, March 23, 2017, and August 7, 2019. Genco entered into this employment agreement with Mr. Wobensmith to retain him, particularly in the event of an actual or rumored change in control. The employment agreement provides for payments upon termination of his employment under certain conditions. The provisions under the employment agreement relating to a change in control serve to align Mr. Wobensmith’s interests with those of Genco’s shareholders by enabling the executive to consider corporate transactions that are in the best interests of Genco’s shareholders and its other constituents without undue concern over whether the transactions may jeopardize his employment. For further details of the employment agreement, including provisions regarding severance, see below under the heading “Potential Payments upon Termination or Change-in-Control— Employment Agreement” on page 25.

  21. Equity Award Timing Policies and Practices

    Equity Award Timing Policies and Practices We do not grant equity awards in anticipation of the release of material nonpublic information and do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. In 2024, we did not grant new awards of stock options, stock appreciation rights, or similar option-like instruments to our named executives.

  22. Summary Compensation Table

    Summary Compensation Table The following table sets forth in summary form information concerning the compensation paid by us for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, to our named executives:

  23. Summary Compensation Table

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Stock Awards ($)(1) (e) | Option Awards ($)(2) (f) | Non-Equity Incentive Plan Compensation ($)(3) (g) | All Other Compensation ($) (i) | Total ($) (j) | | John C. Wobensmith Chief Executive Officer and President | 2024 | $700,000 | $1,890,703(4) | — | $1,325,000 | $51,050(7) | $3,966,753 | | | 2023 | $700,000 | $1,412,044(5) | — | $1,005,000 | $49,700(8) | $3,166,744 | | | 2022 | $685,000 | $3,149,984(6) | — | $1,027,000 | $44,400(9) | $4,906,384 | | Peter Allen Chief Financial Officer | 2024 | $360,000 | $711,992(10) | — | $463,000 | $31,050(7) | $1,566,042 | | | 2023 | $307,712 | $473,021(11) | — | $308,000 | $29,700(8) | $1,118,433 | | Joseph Adamo Chief Accounting Officer | 2024 | $305,000 | $273,818(12) | — | $231,000 | $31,050(7) | $840,868 | | | 2023 | $305,000 | $271,560(13) | — | $160,000 | $29,700(8) | $766,260 | | | 2022 | $295,000 | $449,992(14) | — | $176,000 | $24,400(9) | $945,392 | | Jesper Christensen Chief Commercial Officer | 2024 | $400,000 | $766,764(16) | — | $515,000 | $31,050(7) | $1,712,814 | | | 2023 | $375,000 | $651,722(15) | — | $366,000 | $29,700(8) | $1,422,422 |

  24. Summary Compensation Table

    | (1) The amounts in column (e) reflect the aggregate grant date fair value of restricted stock unit (RSU) awards pursuant to Genco’s 2015 Equity Incentive Plan computed in accordance with FASB ASC Topic 718. The actual amount realized by the named executive will likely vary based on a number of factors, including Genco’s performance, stock price fluctuations and applicable vesting. |

  25. Summary Compensation Table

    | (2) The amounts in column (f) reflect the aggregate grant date fair value of option awards pursuant to Genco’s 2015 Equity Incentive Plan computed in accordance with FASB ASC Topic 718. The actual amount realized by the named executive will likely vary based on a number of factors, including Genco’s performance, stock price fluctuations and applicable vesting. |

  26. Summary Compensation Table

    | (3) The amounts in column (g) were determined in accordance with Genco’s Annual Incentive Plan described below. |

  27. Summary Compensation Table

    | (4) Represents a grant of 38,525 RSUs having a grant date fair value of $699,999 and a grant of 55,036 PRSUs having a grant date fair value of $1,190,704 awarded on February 21, 2024 for the year ended December 31, 2024. |

  28. Summary Compensation Table

    | (5) Represents a grant of 39,877 RSUs having a grant date fair value of $649,995 and a grant of 39,877 PRSUs having a grant date fair value of $762,049 awarded on April 14, 2023 for the year ended December 31, 2023. |

  29. Summary Compensation Table

    | (6) Represents a grant of 71,574 RSUs awarded on February 23, 2022 for the year ended December 31, 2021 having a grant date fair value of $1,399,987 and a grant of 112,540 RSUs awarded on December 23, 2022 for the year ended December 31, 2022 having a grant date fair value of $1,749,997. |

  30. Summary Compensation Table

    | (7) Represents $31,050 in 401(k) Plan matching payments for each of the named executive officers and $20,000 in life insurance premiums paid by Genco for Mr. Wobensmith. |

  31. Summary Compensation Table

    | (8) Represents $29,700 in 401(k) Plan matching payments for each of the named executive officers and $20,000 in life insurance premiums paid by Genco for Mr. Wobensmith. Previously reported figures have been reduced by the amounts of dividend equivalents paid in connection with settlement of RSUs following a determination that such amounts were factored into the RSUs’ grant date fair value computed in accordance with FASB ASC Topic 718. |

  32. Summary Compensation Table

    | (9) Represents $24,400 in 401(k) Plan matching payments for each of the named executive officers and $20,000 in life insurance premiums paid by Genco for Mr. Wobensmith. Previously reported figures have been reduced by the amounts of dividend equivalents paid in connection with settlement of RSUs following a determination that such amounts were factored into the RSUs’ grant date fair value computed in accordance with FASB ASC Topic 718. |

  33. Summary Compensation Table

    | (10) Represents a grant of 17,887 RSUs having a grant date fair value of $325,007 and a grant of 17,887 PRSUs having a grant date fair value of $386,985 awarded on February 21, 2024 for the year ended December 31, 2024. |

  34. Summary Compensation Table

    | (11) Represents a grant of 9,969 RSUs having a grant date fair value of $162,495 and a grant of 9,969 PRSUs having a grant date fair value of $190,508 awarded on April 14, 2023 for the year ended December 31, 2023 and a grant of 3,917 RSUs having a grant date fair value of $56,248 and a grant of 3,917 PRSUs having a grant date fair value of $63,769 awarded on June 16, 2023 for the year ended December 31, 2023 in connection with Mr. Allen’s appointment as Chief Financial Officer effective on such date. |

  35. Summary Compensation Table

    | (12) Represents a grant of 6,879 RSUs having a grant date fair value of $124,991 and a grant of 6,879 PRSUs having a grant date fair value of $148,827 awarded on February 21, 2024 for the year ended December 31, 2024. |

  36. Summary Compensation Table

    | (13) Represents a grant of 7,669 RSUs having a grant date fair value of $125,005 and a grant of 7,699 PRSUs having a grant date fair value of $146,555 awarded on April 14, 2023 for the year ended December 31, 2023. |

  37. Summary Compensation Table

    | (14) Represents a grant of 7,668 RSUs awarded on February 23, 2022 for the year ended December 31, 2021 having a grant date fair value of $149,986 and a grant of 19,293 RSUs awarded on December 23, 2022 for the year ended December 31, 2022 having a grant date fair value of $300,006. |

  38. Summary Compensation Table

    | (15) Represents a grant of 19,263 RSUs having a grant date fair value of $350,009 and a grant of 19,263 PRSUs having a grant date fair value of $416,755 awarded on February 21, 2024 for the year ended December 31, 2024. |

  39. Summary Compensation Table

    | (16) Represents a grant of 18,405 RSUs having a grant date fair value of $300,002 and a grant of 18,405 PRSUs having a grant date fair value of $351,720 awarded on April 14, 2023 for the year ended December 31, 2023. |

  40. Summary Compensation Table

    The following table reflects awards under Genco’s Annual Incentive Plan and 2015 Equity Incentive Plan during the year ended December 31, 2024:

  41. Summary Compensation Table

    | Grants of Plan-Based Awards | | | | | | | | | | | Name (a) | Grant Date (b) | Estimated future payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards | | | All Other Stock Awards: Number of Shares of Stock (i) | Grant Date Fair Value of Stock Awards ($)(l)(4) | | | | Threshold ($)(c)(1) | Target ($)(d)(1) | Maximum ($)(e)(1) | Threshold (#)(f)(2) | Target (#)(g)(2) | Maximum (#)(h)(2) | | | | John C. Wobensmith | 2/21/24 | 218,750 | $875,000 | $1,750,000 | 13,759 | 55,036 | 110,072 | 38,525(3) | $1,890,703 | | Peter Allen | 2/21/24 | 76,500 | $306,000 | $612,000 | 4,472 | 17,887 | 35,774 | 17,887(3) | $711,992 | | Joseph Adamo | 2/21/24 | 38,125 | $152,500 | $305,000 | 1,720 | 6,879 | 13,758 | 6,879(3) | $273,818 | | Jesper Christensen | 2/21/24 | 85,000 | $340,000 | $680,000 | 4,816 | 19,263 | 38,526 | 19,263(3) | $766,764 |

  42. Summary Compensation Table

    | (1) Represents awards for cash bonuses under our Annual Incentive Plan for the year ended December 31, 2024. |

  43. Summary Compensation Table

    | (2) Represents PRSUs awarded for the year ended December 31, 2024. These awards ordinarily vest based on the achievement of certain performance metrics following completion of a measurement period beginning January 1, 2024 and ending on December 31, 2026 as described above under “Compensation for Genco’s Named Executives for 2024.” See “Potential Payment upon Termination or Change-In-Control” below for details of other conditions on which these awards may vest. |

  44. Summary Compensation Table

    | (3) Represents RSUs awarded for the year ended December 31, 2024. These awards ordinarily vest ratably in one-third increments on the first three anniversaries of February 23, 2024. See “Potential Payment upon Termination or Change-In-Control” below for details of other conditions on which these awards may vest. |

  45. Summary Compensation Table

    | (4) The grant date fair value for RSUs and the PRSUs contingent on ROIC is estimated in accordance with ASC 718 based on the closing price of the Company’s common stock on the date of grant. The grant date fair value for the PRSUs contingent on TSR is estimated in accordance with ASC 718 using a Monte Carlo model for each award on the date of grant, determined under ASC 718, incorporating the following significant assumptions: |

  46. Summary Compensation Table

    The Company used its historical stock prices and those in the peer group as the basis for its volatility assumptions. The risk-free interest rates were based on U.S. Treasury rates in effect as of the grant date. The expected term was based on the time remaining in the performance period as of the grant date. For further information on the valuation of these awards, see note 17 to our audited financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K filed with the SEC on February 21, 2025. The following table provides information on awards under Genco’s 2015 Equity Incentive Plan outstanding as of December 31, 2024:

  47. Summary Compensation Table

    | Outstanding Equity Awards at Fiscal Year End | | | | | | | | | Option or Warrant Awards | | | | Stock Awards | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Units that Have Not Vested (#)(i) | Market or Payout Value of Units That Have not Vested ($)(j)(1) | | John C. Wobensmith | 69,284(2) | — | $9.91 | 2/23/27 | 55,036(5) | $853,609 | | | 168,539(3) | — | $7.06 | 2/25/26 | 38,525(6) | $597,523 | | | 16,691(4) | — | $8.065 | 3/4/25 | 39,877(7) | $636,437 | | | | | | | 26,585(8) | $424,297 | | | | | | | 90,032(9) | $1,481,927 | | | | | | | 40,898(10) | $785,241 | | Total | 254,514 | — | | | 290,593 | $4,779,034 | | Peter Allen | 2,178(2) | — | $9.91 | 2/23/27 | 17,887(5) | $277,428 | | | | | | | 17,887(6) | $277,428 | | | | | | | 13,886(7) | $221,033 | | | | | | | 9,258(8) | $147,365 | | | | | | | 20,579(9) | $338,730 | | | | | | | 2,982(10) | $57,254 | | Total | 2,178 | — | | | 82,479 | $1,319,238 |

  48. Summary Compensation Table

    | Outstanding Equity Awards at Fiscal Year End | | | | | | | | | Option or Warrant Awards | | | | Stock Awards | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Units that Have Not Vested (#)(i) | Market or Payout Value of Units That Have not Vested ($)(j)(1) | | Joseph Adamo | — | — | — | — | 6,879(5) | $106,693 | | | | | | | 6,879(6) | $106,693 | | | | | | | 7,669(7) | $122,397 | | | | | | | 5,113(8) | $81,603 | | | | | | | 12,862(9) | $211,708 | | | | | | | 2,556(10) | $49,076 | | Total | — | — | | | 41,958 | $678,170 | | Jesper Christensen | 13,472(2) | — | $9.91 | 2/23/27 | 19,263(5) | $298,769 | | | 32,771(3) | — | $7.06 | 2/25/26 | 19,263(6) | $298,769 | | | | | | | 18,405(7) | $293,744 | | | | | | | 12,270(8) | $195,829 | | | | | | | 38,586(9) | $635,126 | | | | | | | 18,405(10) | $353,376 | | Total | 46,243 | — | | | 126,192 | $2,075,613 |

  49. Summary Compensation Table

    | (1) The value of the unvested stock awards equals the number of unvested shares or RSUs multiplied by $13.94, the closing market price of Genco’s common stock on the NYSE on December 31, 2024, together with accrued but unpaid amounts of dividend equivalents on such awards. |

  50. Summary Compensation Table

    | (2) Represents awards of options exercisable for shares of Genco’s common stock pursuant to Genco’s 2015 Equity Incentive Plan made on February 23, 2021. The options are exercisable on a cashless basis and contain customary anti-dilution protection in the event of any stock split, reverse stock split, stock dividend, reclassification, dividend or other distributions (including, but not limited to, cash dividends), or business combination transactions. The options generally vest annually in three equal installments on each of the first three anniversaries of February 23, 2021. |

  51. Summary Compensation Table

    | (3) Represents awards of options exercisable for shares of Genco’s common stock pursuant to Genco’s 2015 Equity Incentive Plan made on February 25, 2020. The options are exercisable on a cashless basis and contain customary anti-dilution protection in the event of any stock split, reverse stock split, stock dividend, reclassification, dividend or other distributions (including, but not limited to, cash dividends), or business combination transactions. The options generally vest annually in three equal installments on each of the first three anniversaries of February 25, 2020. |

  52. Summary Compensation Table

    | (4) Represents awards of options exercisable for shares of Genco’s common stock pursuant to Genco’s 2015 Equity Incentive Plan made on March 4, 2019. The options are exercisable on a cashless basis and contain customary anti-dilution protection in the event of any stock split, reverse stock split, stock dividend, reclassification, dividend or other distributions (including, but not limited to, cash dividends), or business combination transactions. The options generally vest annually in three equal installments on each of the first three anniversaries of March 4, 2019. |

  53. Summary Compensation Table

    | (5) Represents awards of PRSUs pursuant to Genco’s 2015 Equity Incentive Plan granted on February 21, 2024, all of which were entirely unvested as of December 31, 2024. The target number of PRSUs is shown. These awards ordinarily vest based on the achievement of certain performance metrics following completion of a measurement period beginning January 1, 2024 and ending on December 31, 2026 as described above under “Compensation for Genco’s Named Executives for 2024.” |

  54. Summary Compensation Table

    | (6) Represents awards of RSUs pursuant to Genco’s 2015 Equity Incentive Plan granted on February 21, 2024, all of which were entirely unvested as of December 31, 2024. The RSUs generally vest ratably in one-third increments on each of the first three anniversaries of February 23, 2024. |

  55. Summary Compensation Table

    | (7) Represents awards of PRSUs pursuant to Genco’s 2015 Equity Incentive Plan granted on April 14, 2023 and, in the case of Mr. Allen, granted as to 9,969 PRSUs on April 14, 2023 and 3,917 PRSUs on June 16, 2023, all of which were entirely unvested as of December 31, 2023. The target number of PRSUs is shown. These awards ordinarily vest based on the achievement of certain performance metrics following completion of a measurement period beginning January 1, 2023 and ending on December 31, 2025 as described above under “Compensation for Genco’s Named Executives for 2024.” |

  56. Summary Compensation Table

    | (8) Represents the unvested portions of awards of RSUs pursuant to Genco’s 2015 Equity Incentive Plan granted on April 14, 2023 and, in the case of Mr. Allen, granted as to 9,969 RSUs on April 14, 2023 and 3,917 RSUs on June 16, 2023. The RSUs generally vest ratably in one-third increments on each of the first three anniversaries of February 23, 2023. |

  57. Summary Compensation Table

    | (9) Represents the unvested portions of awards of RSUs pursuant to Genco’s 2015 Equity Incentive Plan granted on December 23, 2022. The RSUs generally vest ratably in one-fifth increments on each of the first five anniversaries of February 23, 2023 for Mr. Wobensmith’s, Mr. Allen’s, and Mr. Christensen’s awards and ratably in one-third increments on the first three anniversaries of February 23, 2023 for Mr. Adamo’s awards. |

  58. Summary Compensation Table

    | (10) Represents the unvested portions of awards of RSUs pursuant to Genco’s 2015 Equity Incentive Plan granted on February 23, 2022. The RSUs generally vest as to 21.43% of the total number of RSUs on the first three anniversaries of February 23, 2022, 17.86% of such number on the fourth such anniversary, and 17.85% of such total number on the fifth such anniversary for Mr. Wobensmith’s award; ratably in one-fifth increments on the first five anniversaries of February 23, 2022 for Mr. Christensen’s award; and ratably in one-third increments on the first three anniversaries of February 23, 2022 for Mr. Allen’s and Mr. Adamo’s awards. |

  59. Summary Compensation Table

    The following table provides information regarding options exercised and stock awards that vested during the year ended December 31, 2024, all of which stock awards were RSUs:

  60. Summary Compensation Table

    | Option Exercises and Stock Vested | | | | | | Name (a) | Option Awards | | Stock awards | | | | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($)(1) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($)(2)(e) | | John C. Wobensmith | — | — | 71,320 | $1,582,019 | | Peter Allen | — | — | 14,660 | $316,714 | | Joseph Adamo | 3,413 | $41,140 | 12,216 | $262,122 | | Jesper Christensen | — | — | 25,841 | $563,763 |

  61. Summary Compensation Table

    | (1) The aggregate value realized upon the exercise of an option award represents the difference between the aggregate closing market price of the shares of our common stock on the NYSE on the date of exercise and the aggregate exercise price of the exercised option award. In each case, the value realized is before payment of applicable taxes and brokerage commissions, if any. |

  62. Summary Compensation Table

    | (2) The value of the unvested stock awards that vested during the year ended December 31, 2024 equals the number of shares vested multiplied by the closing market price of our common stock on the NYSE on the vesting date of each grant together with the amount of dividend equivalents paid upon vesting. In each case, the value realized is before payment of applicable taxes and brokerage commissions, if any. |

  63. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control Employment Agreement Genco entered into an employment agreement on September 21, 2007 with John C. Wobensmith, Genco’s Chief Executive Officer and President, with an initial two-year term and an automatic renewal for additional one year terms, unless either party terminates his employment agreement on at least 90 days’ notice. Mr. Wobensmith’s salary under his employment agreement may be increased but not decreased and was set at $650,000 per annum under the March 23, 2017 amendment. His employment agreement also provides for discretionary bonuses as determined by Genco’s Compensation Committee in its sole discretion; such bonuses are now governed by the Annual Incentive Plan, as discussed above. Mr. Wobensmith will also be eligible to receive restricted stock and other equity grants from time to time pursuant to Genco’s 2015 Equity Incentive Plan or any successor employee stock incentive, warrant or option plan. Genco pays for life insurance and long-term disability insurance for Mr. Wobensmith pursuant to his employment agreement at a cost of no more than $20,000 per annum. Under his employment agreement, Mr. Wobensmith has agreed to protect Genco’s confidential information for three years after termination, and not to solicit Genco’s employees for other employment for two years after termination. He has also agreed not to engage in certain defined competitive activities described in his employment agreement for two years after the termination of his employment with Genco. Certain provisions regarding competitive activities will only apply for six months following a change of control or in the event of termination of Mr. Wobensmith by Genco without cause or by Mr. Wobensmith for good reason. For purposes of his employment agreement, change of control is defined generally as the acquisition of beneficial ownership of more than 50% of the aggregate voting power of Genco by any person or group; the sale of all or substantially all of Genco’s assets within a 12-month period; any merger or similar transaction in which holders of Genco’s voting stock immediately prior to such transaction do not hold at least 50% of the voting stock of the surviving entity; the acquisition of beneficial ownership of more than 40% of the aggregate voting power of Genco by any person or group that is required to file a Schedule 13D; or replacement of a majority of the Board is a 12-month period without endorsement by a majority of the pre-replacement Board. If Mr. Wobensmith is terminated without cause or resigns for good reason, Genco will pay him a pro rata bonus for the year of termination equal to the amount by which his average short-term annual cash bonus over the three prior years exceeds the value of his cash bonus for the year of termination (prorated for length of employment in the year of termination), plus a lump sum equal to double the average of his prior three years’ annual incentive awards, plus double his annualized base salary, and provide medical, dental, long-term disability, and life insurance benefit plan coverage for him and his eligible dependents for a period of two years. Genco’s nonrenewal of Mr. Wobensmith’s employment agreement by giving at least 90 days’ notice prior to the end of the then current term is treated as a termination without cause. If a termination without cause or resignation for good reason occurs within two years after a change in control, (i) the amounts that are doubled above become tripled, (ii) the coverage period of two years becomes three years, and (iii) the average of his prior three years’ annual incentive awards will instead be the average of his annual incentive awards for the three years immediately preceding the change in control. Mr. Wobensmith’s annual incentive award for a given year is his cash bonus earned for that year. Additionally, if a change in control occurs within nine months after termination of Mr. Wobensmith’s employment for good reason or other than for cause, death, or disability, the total severance compensation and benefits he will be entitled to receive will be the same as provided in the event of such a termination within two years after a change in control. In the event of termination of Mr. Wobensmith’s employment due to his death or disability, Genco will pay him, or his estate, a pro rata bonus for the year of termination as described above and one year’s salary and, in the case of disability, to provide medical, dental, long-term disability, and life insurance benefit plan coverage for him and his eligible dependents for a period of one year. Mr. Wobensmith’s severance payments under his employment agreement and his equity grant agreements are subject to an “equitable best net” provision with respect to a change in control. In the event of a change of control, Mr. Wobensmith will receive the greater of (1) the amount he would receive if he were paid the full severance amount called for under his employment agreement reduced by the amount of any excise tax under Section 4999 of the Code thereon (which Mr. Wobensmith would pay) and (2) the amount he would receive if his cash severance payments were reduced to the maximum amount that would not result in an excise tax. The table below sets forth the payments and other benefits that would be provided to Mr. Wobensmith upon termination of his employment by Genco without cause or by him for good reason under the following sets of circumstances as described more fully above: change of control, no change of control, and death or disability. In each set of circumstances, Genco has assumed a termination as of the end of the day on December 31, 2024 for purposes of the calculations for the table below:

  64. Potential Payments upon Termination or Change-in-Control

    | | Termination by Executive for Good Reason or by Company without Cause | | Death or Disability | | | Change of Control | No Change of Control | | | Cash Severance Payment | $6,142,667 | $4,432,000 | $1,710,667 | | Estimated Present Value of Continued Benefits Following Termination(1) | $251,580 | $149,540 | $76,776 |

  65. Potential Payments upon Termination or Change-in-Control

    | (1) Mr. Wobensmith and his dependents are entitled to medical, dental and certain other insurance coverage substantially identical to the coverage in place prior to termination. This benefit period is two years if Genco terminates Mr. Wobensmith’s employment without cause or if he terminates his employment at Genco with good reason, three years if such a termination occurs within two years following a change in control, or twelve months in the event of his death or disability. The amounts presented for termination for good reason or without cause assume a discount rate of 10% per annum and annual cost increases of 5% for health insurance. The amounts presented for death or disability assume circumstances, which would provide the maximum benefit (i.e., disability of the executive). |

  66. Potential Payments upon Termination or Change-in-Control

    Accelerated Vesting of Equity Awards RSUs. Under the terms of Mr. Wobensmith’s RSU grant agreements with unvested RSUs remaining, the RSUs vest in full six months after the occurrence of a change of control (as defined under the 2015 Equity Incentive Plan), subject to the individual’s continued employment on such date, unless the RSU award is not assumed, continued or substituted for by the acquirer, in which case the RSUs will vest in full immediately upon a change in control. In addition, if Mr. Wobensmith’s service is terminated by Genco without cause (as defined in the 2015 Equity Incentive Plan) or he terminates his service for good reason (as defined in his employment agreement, then his RSU grants made in 2024 or later vest in full, and the next yearly tranche of his prior RSU awards vest, subject to vesting in full if termination occurs when Genco is party to a definitive agreement that will result in a change of control or if termination occurs within 12 months after a combination in which either (a) Genco issues more than thirty-five percent (35%) of its outstanding voting stock if it is the survivor or (b) Genco shareholders would collectively own less than sixty-five (65%) of the outstanding voting stock of the combined company if Genco is not the survivor. Also, if Mr. Wobensmith’s individual’s service is terminated by Genco by reason of his death or disability (as defined in the RSU grant agreement), the RSUs become vested as to a pro rata percentage of the RSUs, calculated monthly, that would otherwise become vested at the next vesting date. For purposes of the RSUs, “service” means a continuous time period during which the individual is at least one of the following: an employee or a director of, or a consultant to, Genco. Under the terms of the RSU grant agreements of Messrs. Allen, Adamo and Christensen with unvested RSUs remaining, the RSUs vest in full if the individual’s service is terminated by Genco without cause within twelve months after the occurrence of a change of control, unless the RSU award is not assumed, continued or substituted for by the acquirer, in which case the RSUs will vest in full immediately upon a change in control. In addition, if the executive’s service is terminated by Genco without cause (as defined in the 2015 Equity Incentive Plan), then his RSU grants made in 2024 or later vest in full, and the next yearly tranche of his prior RSU awards vest, subject to vesting in full if termination occurs when Genco is party to a definitive agreement that will result in a change of control or if termination occurs within 12 months after a combination in which either (a) Genco issues more than thirty-five percent (35%) of its outstanding voting stock if it is the survivor or (b) Genco shareholders would collectively own less than sixty-five (65%) of the outstanding voting stock of the combined company if Genco is not the survivor. Also, if the executive’s service is terminated by Genco by reason of his death or disability, the RSUs become vested as to a pro rata percentage of the RSUs, calculated monthly, that would otherwise become exercisable at the next vesting date. PRSUs. Under the terms of Mr. Wobensmith’s PRSU grant agreements, the PRSUs vest in full at target six months after the occurrence of a change of control (as defined under the 2015 Equity Incentive Plan), subject to his continued employment on such date, unless the PRSU award is not assumed, continued or substituted for by the acquirer, in which case the PRSUs will vest in full immediately upon a change in control. In addition, if Mr. Wobensmith’s service is terminated by reason of his death or disability (as defined in the PRSU grant agreement) or, under his PRSU agreement entered into in 2023, his service is terminated by Genco without cause (as defined in the 2015 Equity Incentive Plan) or he terminates his service for good reason (as defined in his Employment Agreement), the PRSUs become vested as to a pro rata percentage of the PRSUs, calculated monthly, based on the length of performance period served and performance vest and settle based on actual performance at the conclusion of the performance period, subject to vesting in full if termination occurs when Genco is party to a definitive agreement that will result in a change of control or if termination occurs within 12 months after a combination in which either (a) Genco issues more than thirty-five percent (35%) of its outstanding voting stock if it is the survivor or (b) Genco shareholders would collectively own less than sixty-five (65%) of the outstanding voting stock of the combined company if Genco is not the survivor. Under his PRSU agreements entered into after 2023, if Mr. Wobensmith’s service is terminated by Genco without cause or he terminates his service for good reason, the PRSUs vest in full at target. For purposes of the PRSUs, “service” means a continuous time period during which the individual is at least one of the following: an employee or a director of, or a consultant to, Genco. Under the terms of the PRSU grant agreements of Messrs. Allen, Adamo and Christensen, the PRSUs vest in full at target if the individual’s service is terminated by Genco without cause within twelve months after the occurrence of a change of control, unless the PRSU award is not assumed, continued or substituted for by the acquirer, in which case the PRSUs will vest in full at target immediately upon a change in control. In addition, if the executive’s service is terminated by reason of his death or disability (as defined in the PRSU grant agreement) or, under his PRSU agreement entered into in 2023, by Genco without cause (as defined in the 2015 Equity Incentive Plan), the PRSUs become vested as to a pro rata percentage of the PRSUs, calculated monthly, based on the length of performance period served and performance vest and settle based on actual performance at the conclusion of the performance period. Under the PRSU agreements entered into after 2023, if the executive’s service is terminated by Genco without cause, the PRSUs vest in full at target. Options. All unexercised options awarded to Messrs. Wobensmith, Allen, and Christensen are currently vested and exercisable. Genco’s current compensation framework does not include options, although Genco may award options in the future. The table below sets forth the vesting of RSUs and PRSUs under the following sets of circumstances: change of control, termination without cause, and death or disability. In each set of circumstances, Genco has assumed a triggering event as of the end of the day on December 31, 2024 and used the closing market price of Genco’s common stock on December 31, 2024 of $13.94 per share and the target amount of PRSUs for purposes of the calculations for the table below.

  67. Potential Payments upon Termination or Change-in-Control

    | | Value of Equity Awards Subject to Accelerated Vesting ($) | | | | | | | Name | RSUs | | | PRSUs | | | | | Change of Control | Termination without Cause | Death or Disability | Change of Control | Termination without Cause | Death or Disability | | John C. Wobensmith | $2,732,798 | $1,249,910 | $743,236 | $1,323,087 | $1,137,792 | $626,324 | | Peter Allen | $706,841 | $177,804 | $148,170 | $442,916 | $378,392 | $212,162 | | Joseph Adamo | $382,095 | $256,810 | $160,734 | $202,799 | $167,164 | $103,235 | | Jesper Christensen | $1,234,025 | $574,049 | $329,193 | $525,092 | $439,570 | $260,553 |

  68. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio For 2024, the total compensation of our Chief Executive Officer of $3,966,753, as presented in the Summary Compensation Table, was approximately 30.87 times the total compensation of the Company’s median employee of $128,497 applying a cost of living adjustment or approximately 126.20 times the total compensation of the Company’s median employee of $31,433 without a cost of living adjustment, in each case calculated in the same manner as further described below. We have employees in a number of countries around the world, and a significant proportion of them are employed in India by our GS Shipmanagement Pte. Ltd technical management joint venture. The median employee with or without a cost of living adjustment was identified by reviewing the total cash compensation consisting of salary, bonus, and 401(k) match for all employees, excluding the Company’s Chief Executive Officer, who were employed by the Company or its consolidated subsidiaries on December 31, 2024. We believe such use of total cash compensation is a consistently applied compensation measure because we do not widely distribute equity awards to employees. All of employees of the Company and its consolidated subsidiaries were included. Adjustments were made to annualize the compensation of employees who were not employed by us for the entire year. We applied the World Bank Price Level Ratio of PPP Conversion Factor (GDP) to market exchange rate to adjust the employees’ base salary and the median employee’s total annual compensation to the cost-of-living in the U.S., where our Chief Executive Officer resides. We then identified a median from this group, who was an employee located in India. We applied this same process without the cost-of-living adjustment as well, which identified an employee located in India. Foreign currencies were converted into U.S. dollars using exchange rates as of December 31, 2024. The 2024 annual total compensation was calculated for each median employee using the same methodology used for the Company’s Chief Executive Officer as presented in the Summary Compensation Table. Given the different methodologies that various public companies use to determine their chief executive officer pay ratios, the chief executive officer pay ratio reported above should not be used as a basis for comparison between companies.

  69. Pay Versus Performance

    Pay Versus Performance In accordance with SEC rules, we prepared the analysis set forth below of the relationship between the compensation actually paid to our CEO and other named executives and certain financial performance measures over the last five fiscal years. Pay Versus Performance Disclosure Table

  70. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compen- sation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs ($)(4) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | Net Income (millions) ($) | Adjusted EBITDA (millions) ($)(6) | | 2024 | $3,966,753 | $3,599,569 | $1,373,241 | $1,243,930 | $184.94 | $216.23 | $76.5 | $151.2 | | 2023 | $3,166,744 | $4,254,860 | $820,010 | $822,207 | $202.95 | $252.38 | $(12.4) | $101.5 | | 2022 | $4,906,384 | $5,644,810 | $1,256,393 | $1,308,060 | 177.34 | $214.76 | $159.4 | $226.8 | | 2021 | $2,593,200 | $4,886,997 | $701,533 | $927,498 | 159.18 | $189.74 | $182.0 | $252.9 | | 2020 | $2,171,564 | $1,348,413 | $559,558 | $485,153 | 71.77 | $81.82 | $(225.6) | $71.8 |

  71. Pay Versus Performance

    | (1) The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Wobensmith, our Chief Executive Officer and President, for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). |

  72. Pay Versus Performance

    | (2) The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” to Mr. Wobensmith as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Wobensmith during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the dollar amounts in this column were calculated as follows: |

  73. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid for CEO | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Total for CEO | $3,966,753 | $3,166,744 | $4,906,384 | $2,593,200 | $2,171,564 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (1,890,703) | (1,412,044) | (3,149,984) | (600,000) | (600,001) | | Deduction for Amounts Reported under the “Option Awards” Column in the SCT | — | — | — | (300,000) | (338,763) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year End | $1,372,485 | 1,376,554 | 2,827,991 | 1,141,870 | 828,851 | | Increase/deduction for Change in Fair Value from prior Year End to current Year End of Awards Granted Prior to year that were Outstanding and Unvested as of Year end | (593,272) | 277,223 | (50,922) | 1,537,011 | (565,922) | | Increase/deduction for Change in Fair Value from Prior Year End to Vesting Date of Awards Granted Prior to year that Vested during year | 287,510 | 630,984 | 727,009 | 471,054 | (178,198) | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | 456,796 | 215,399 | 384,332 | 43,862 | 30,882 | | Compensation Actually Paid to CEO | $3,599,569 | $4,254,860 | $5,644,810 | $4,886,997 | $1,348,413 |

  74. Pay Versus Performance

    | (3) The dollar amounts reported in this column represent the average of the amounts reported for our named executive officers as a group (excluding Mr. Wobensmith) in the “Total” column of the SCT in each applicable year. Our named executive officers other than Mr. Wobensmith consist of Messrs. Allen, Adamo and Christensen for 2024; Messrs. Allen, Adamo, Christensen, Zafolias, and Hughes for 2023; Messrs. Adamo, Zafolias, and Hughes for 2022 and 2021; and Messrs. Adamo, Zafolias, Hughes, and Regan for 2020. |

  75. Pay Versus Performance

    | (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Wobensmith), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Wobensmith) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the dollar amounts in this column were calculated as follows, using the same methodology described above in Note 2: |

  76. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid for Non-CEO NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | Average SCT Total for Non-CEO NEOs | $1,373,241 | $820,010 | $1,256,393 | $701,533 | $559,558 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (584,191) | (279,261) | (683,327) | (67,778) | (100,835) | | Deduction for Amounts Reported under the “Option Awards” Column in the SCT | — | — | — | (33,889) | (56,931) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year End | 427,375 | 275,884 | 624,353 | 128,988 | 139,294 | | Increase/deduction for Change in Fair Value from prior Year End to current Year End of Awards Granted Prior to year that were Outstanding and Unvested as of Year End | (167,048) | 36,187 | (13,231) | 151,827 | (37,247) | | Increase/deduction for Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to year that Vested during year | 63,390 | 88,301 | 67,587 | 42,198 | (23,453) | | Deduction for 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 | — | (151,520) | — | — | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | 131,163 | 32,607 | 56,283 | 4,618 | 4,768 | | Average Compensation Actually Paid to Non-CEO NEOs | $1,243,930 | $822,207 | $1,308,060 | $927,498 | $485,153 |

  77. Pay Versus Performance

    | (5) The peer group used for this purpose from consists of Star Bulk Carriers Corp., Diana Shipping Inc., Golden Ocean Group Limited, Safe Bulkers, Inc., Pacific Basin Shipping Limited, Pangaea Logistics Solutions Ltd., Belships ASA, Seanergy Maritime Holdings Corp., and Thorensen Thai Agencies Plc. Eagle Bulk Shipping was removed from this peer group in 2024 as it ceased to be a publicly traded company in April 2024. |

  78. Pay Versus Performance

    | (6) We have determined that Adjusted EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our named executives, for the most recently completed fiscal year, to company performance. For a reconciliation of Adjusted EBITDA to Net Income, please see Appendix A. |

  79. Pay Versus Performance

    Most Important Performance Measures The following is a list of seven performance measures that, in our assessment, represent the most important performance measures we used to link compensation for our named executives in 2024 to Company performance:

  80. Pay Versus Performance

    | Adjusted EBITDA | TCE vs. Benchmark | Relative TSR% | Return on Invested Capital | | Free Cash Flow | Cost vs. Budget | Strategic Goals | |

  81. Pay Versus Performance

    For a further description of these performance measures, please see Appendix A. The following chart provides a graphical representation of the Compensation Actually Paid to our CEO and the Average Compensation Actually Paid to our Non-CEO NEOs versus the five-year cumulative TSR of the Company and our peer group referenced above in note 5: The following chart provides a graphical representation of the Compensation Actually Paid to our CEO and Average Compensation Actually Paid to our Non-CEO NEOs versus the Company’s Net Income and the Company’s selected measure, Adjusted EBITDA:

  82. Director Compensation

    Director Compensation The following table summarizes compensation earned by directors other than Mr. Wobensmith for the year ended December 31, 2024:

  83. Director Compensation

    | Name of Director (a) | Fees Earned or Paid in Cash ($)(1) (b) | Stock Awards ($)(2) (c) | Total ($) (h) | | James G. Dolphin | $175,000 | $199,997 | $374,997 | | Paramita Das | $69,395 | $124,933 | $194,388 | | Kathleen C. Haines | $106,250 | $124,933 | $231,243 | | Basil G. Mavroleon | $106,250 | $124,933 | $231,243 | | Karin Y. Orsel | $97,500 | $124,933 | $222,493 | | Arthur L. Regan | $87,500 | $124,933 | $212,493 |

  84. Director Compensation

    | (1) The amount indicated represents the total fees for service on the Genco Board of Directors or its committees as described below. |

  85. Director Compensation

    | (2) The amounts in column (c) reflect the aggregate grant date fair value of RSU awards computed in accordance with FASB ASC Topic 718. The actual amount realized by the director will likely vary based on a number of factors, including Genco’s performance, stock price fluctuations and applicable vesting. Following a determination that dividend equivalents for such RSUs are factored into the RSUs’ grant date fair value computed in accordance with FASB ASC Topic 718, dividend equivalents received by the directors for such RSUs are no longer separately reported. |

  86. Director Compensation

    For fiscal year 2024, each director of Genco other than Mr. Dolphin (who is discussed below) received an annual fee of $75,000, a fee of $20,000 for an Audit Committee Chair assignment, $10,000 for an Audit Committee member assignment, $15,000 for a Chair assignment for the Compensation Committee, the Nominating and Corporate Governance Committee, or the ESG Committee, and $7,500 for a member assignment to the Compensation Committee, the Nominating and Corporate Governance Committee, or the ESG Committee, each of which was prorated for length of service. Mr. Dolphin received quarterly cash fees during 2024 at the rate of $125,000 per annum for his service as Chairman of the Board plus additional fees of $50,000 for additional service provided by him in the 2024 proxy contest. For fiscal year 2024, on May 23, 2024, Mr. Dolphin was granted RSUs with respect to 9,242 shares of Genco’s common stock, representing a grant having a dollar value of $200,000 based on the closing price at which Genco’s stock was quoted on the NYSE on May 23, 2024, with fractional shares rounded down. On such date, Mses. Haines and Orsel and Messrs. Mavroleon and Regan were each granted RSUs with respect to 5,776 shares of Genco’s common stock, representing a grant having a dollar value of $125,000 based on such closing price, with fractional shares rounded down. No shares of the Genco’s common stock are currently outstanding in respect of any of the RSUs. Such shares will only be issued in respect of vested RSUs when the director’s service with the Company as a director terminates. Genco reimburses its directors for all reasonable expenses incurred by them in connection with serving on the Board of Directors or its committees.