DEF 14A of International Seaways, Inc.
Filed Apr 29, 2026 · FY20250001140361-26-017661
ELECTION OF DIRECTORS (PROPOSAL NO. 1)
ELECTION OF DIRECTORS (PROPOSAL NO. 1) Our Board of Directors currently has nine (9) members, and each director serves for a one-year term. At the Annual Meeting, stockholders will vote on the nine nominees named below, all of whom are incumbent members of the Board. Each of the nine incumbent director nominees was elected by a majority of stockholders voting at the annual meeting of stockholders held in June 2025. The nomination of Mr. Kristian K. Johansen as a director in 2024 followed 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 delivered an irrevocable conditional letter of resignation to the Board (the “Letter”) in which Mr. Johansen 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 Letter remains in effect. 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 2027 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. 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 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 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 such election.
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.
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 2027, 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.
Biographical Information
| Darron M. Anderson Independent Director Age: 57 Director since June 2024 Committee Membership • Compensation • Sustainability and Safety | Professional Experience | | | | | • | Mr. Anderson currently serves as 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 1991, 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 27 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, makes 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 | |
Biographical Information
| Timothy J. Bernlohr Independent Director Age: 67 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 | | | | | ○ | Smurfit Westrock Plc (NYSE: SW) (Chairman of the Compensation Committee) | | | | ○ | Spirit Airlines, Inc. (OTC: FLYYQ) (Chairman of the Compensation Committee) | | | • | Previous Boards & Organizations: Atlas Air Worldwide Holdings, Inc; Chemtura Corporation; Rock-Tenn Company and WestRock Company (each, a predecessor of Smurfit Westrock Plc); Cash Store Financial Services, Inc; Skyline Champion Corporation; Overseas Shipholding Group, Inc. (“OSG”); and F45 Training Holdings Inc. | | | | Education and Certification | | | | | • | Mr. Bernlohr is a graduate of Pennsylvania State University | |
Biographical Information
| Ian T. Blackley Independent Chairman of the Board Age: 71 Chairman since November 2024 and a Director since July 2013 Committee Membership • Sustainability and Safety (Chair) | 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 |
Biographical Information
| A. Kate Blankenship Independent Director Age: 61 Director since July 2021 Committee 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) | | | | ○ | Himalaya Shipping Ltd. (NYSE and OSL: HSHP) (Member of the Audit Committee) | | | • | Previous Boards & Organizations: Diamond S Shipping Inc. (“Diamond S”) (until merger with the Company); Eagle Bulk Shipping Inc.; 2020 Bulkers Ltd. (OSE: 2020); 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 | |
Biographical Information
| Randee E. Day Independent Director Age: 78 Director since November 2016 Committee Membership • Audit (Chair) • Governance | 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 |
Biographical Information
| David I. Greenberg Independent Director Age: 72 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 | | | • | Previous Boards & Organizations: Acqua Recovery LLC (Chairman); APCO Worldwide; Keystone Center (Chairman); Clean Tech Ltd. | | | Education and Certification | | | | • | Mr. Greenberg attended Williams College and has Juris Doctor and Master of Business Administration degrees from the University of Chicago |
Biographical Information
| Kristian K. Johansen Independent Director Age: 54 Director since June 2024 Committee Membership • Sustainability and Safety | 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, makes him a valuable asset to the Board | | | | Other Board Experience | | | | | • | Current Public Boards | | | | | ○ | Valaris Limited (NYSE: VAL), an offshore drilling contractor | | | • | Previous Boards & Organizations: Prosafe SE; Agrinos ASA; Seven Drilling ASA | | | | Education and Certification | | | | | • | Mr. Johansen has a Bachelor and Masters degree in Business Administration from the University of New Mexico | |
Biographical Information
| Craig H. Stevenson, Jr. Independent Director Age: 72 Director since July 2021 Committee Membership • None | Professional Experience | | | | • | Mr. Stevenson served as a consultant to the Company from the merger in July 2021 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 |
Biographical Information
| Lois K. Zabrocky Director, President & Chief Executive Officer Age: 56 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 | |
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 2025, the Company’s non-executive Chairman of the Board, Mr. Ian T. Blackley, 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, the Governance Committee and the Sustainability and Safety Committee each received an additional annual cash retainer of $20,000 and the Chairman of the Audit Committee received an additional annual cash retainer of $25,000. Each member of the four committees (other than the committee Chairman) received an additional annual cash retainer of $10,000. 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 $235,000 and the annual equity compensation of each other non-employee director at $115,000. On June 10, 2025, the Board granted the non-executive Chairman of the Board, Mr. Ian T Blackley, 6,344 shares of Common Stock having a fair market value of $235,000 and granted each other non-employee director 3,104 shares of Common Stock having a fair market value of $115,000, in each case vesting on the earlier of (a) June 10, 2026 and (b) the date of the Annual Meeting of Stockholders of the Company in 2026, subject to the director continuing to provide services to the Company as of such date. The following table shows the total compensation paid with respect to the Company’s non-employee directors during 2025:
DIRECTOR COMPENSATION
| | Fees earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Darron M. Anderson | 100,000 | 114,972 | — | — | 214,972 | | Timothy J. Bernlohr | 110,000 | 114,972 | — | — | 224,972 | | Ian T. Blackley | 192,000 | 234,982 | — | — | 426,982 | | A. Kate Blankenship | 100,000 | 114,972 | — | — | 214,972 | | Randee E. Day | 115,000 | 114,972 | — | — | 229,972 | | David I. Greenberg | 110,000 | 114,972 | — | — | 224,972 | | Kristian K. Johansen | 90,000 | 114,972 | — | — | 204,972 | | Craig H. Stevenson, Jr. | 80,000 | 114,972 | — | — | 194,972 |
DIRECTOR COMPENSATION
| (1) Consists of annual Board fees, annual Board Chairman and annual Chairman of the Audit, Compensation, Governance and Sustainability and Safety Committees fees and annual committee member fees. |
DIRECTOR COMPENSATION
| (2) Stock awards are calculated at grant date fair value in accordance with FASB Topic 718. As of December 31, 2025, the Chairman of the Board, Mr. Blackley, held 6,344 shares of unvested restricted shares of Common Stock and, as of such date, each other non-employee director held 3,104 shares of unvested restricted shares of Common Stock, for an aggregate of 28,072 shares of unvested restricted shares of Common Stock at 2025 year end. |
Compensation Philosophy, Objectives and Practices
| COMPENSATION PROGRAM OBJECTIVES | | | – | Placing a significant portion of our executives’ compensation at risk, with payouts dependent on the achievement of both corporate and individual performance goals, which are set annually by the Compensation Committee. | | – | Encouraging balanced performance by employing a variety of performance measures to avoid over-emphasis on the short-term or any one metric. | | – | Applying judgment and reasonable discretion in making compensation decisions to avoid relying solely on formulaic program design, taking into account both what has been accomplished and how it has been accomplished in light of the existing commercial environment. |
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 Philosophy, Objectives and Practices
| 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 claw back 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. | | Independent Compensation Consultant | Our Compensation Committee engages an independent compensation consultant to review and provide recommendations regarding our executive compensation program. | | 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. | | 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 excise 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. |
Roles in Setting Executive Compensation
Roles in Setting Executive Compensation Role of the Compensation Committee Structure of the Compensation Committee: During 2025, the Compensation Committee consisted of three members of the Board, Mr. Timothy J. Bernlohr (Chair), Mr. Darron M. Anderson, and Mrs. A. Kate Blankenship, 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. 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 determined that the work of LB&Co. did not raise any conflict of interest in 2025. 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 and, in some cases, modification by and ultimate approval of the Compensation Committee or, if and when sufficiently material, the full Board. All 2025 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 2025 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. 2025 Peer Group. The Peer Group for 2025 consisted of 13 publicly traded oil, shipping and transportation companies, with a significant international focus. For the 2025 calendar year, the total revenues of this group ranged between $342.1 million and $36.9 billion with median revenues of some $1.4 billion. INSW’s total revenues for 2025 were approximately $850 million. The following 13 companies comprised the 2025 Peer Group:
Roles in Setting Executive Compensation
2026 Peer Group. In February 2026, the Compensation Committee decided and approved that the Peer Group for 2026 would remain the same as the Peer Group for 2025.
2026 Compensation Decisions
2026 Compensation Decisions Annual Incentive Decisions: The design of INSW’s 2026 annual cash incentive plan is generally consistent with INSW’s 2025 annual cash incentive plan.
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 or Change in Control” in the “Summary Compensation Table” 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 is eligible to participate 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 Table” 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”):
Employment Agreements with the NEOs
| • | any earned, unpaid base salary through the date of termination; |
Employment Agreements with the NEOs
| • | any earned, unpaid annual bonus applicable to the performance year prior to the termination; |
Employment Agreements with the NEOs
| • | reimbursement of any business expenses not reimbursed as of the date of termination. |
Employment Agreements with the NEOs
If any such executive’s employment is terminated by reason of permanent disability or death, 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, 2025 (and describing amendments to those agreements made during 2025 and 2026):
Employment Agreements with the NEOs
| Name and Current Position | Date of Original Agreement | Base Salary at 12/31/2025 | Bonus Target at 12/31/2025 | Additional Terms / Amendments to Employment Agreements in 2025 and 2026 | | | | Lois K. Zabrocky President and CEO | 9/29/14 (originally entered into with OSG; assumed in Spin-Off) | $800,000 | 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 or Change in Control” section | | | | | | • | Equity grant target set at 375% of base salary for 2025. | | | Jeffrey D. Pribor Senior Vice President and CFO | 11/9/16 | $625,000 | 110% | • | 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 12, 2025 to increase base salary for 2025 to $625,000. | |
Employment Agreements with the NEOs
| Name and Current Position | Date of Original Agreement | Base Salary at 12/31/2025 | Bonus Target at 12/31/2025 | Additional Terms / Amendments to Employment Agreements in 2025 and 2026 | | | | 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) | $565,000 | 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 or Change in Control” section | | | | | | • | Amended as of March 12, 2025 to increase base salary for 2025 to $565,000. | |
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.
Additional Information
Additional Information Benefits In general, INSW provides benefits to its employees that we believe are important to maintaining a competitive total compensation program. Benefits are designed to provide a reasonable level of retirement income and to provide a safety net for protection against the financial concerns and catastrophes that can result from illness, disability or death. Under the Savings Plan, INSW will match 100% of the first 6% of a participant’s pre-tax contribution, which for 2025 was $21,000 and for 2026 is $21,600. INSW does not currently have any plans that provide for payments or other benefits at, following or in connection with the retirement of our employees, other than the Savings Plan. Risk Mitigation Hedging, Pledging and Insider Trading. INSW’s insider trading policy prohibits its directors and employees from hedging their ownership of its securities, including investing in options, puts, calls, short sales, futures contracts or other derivative instruments relating to his or her securities or pledging securities directly owned by them, regardless of whether such directors and employees have material nonpublic information about INSW. The policy also prohibits INSW directors and employees from purchasing or selling its securities while in possession of material nonpublic information or otherwise using such information for their personal benefit. Directors and employees are permitted to enter into trading plans under Rule 10b5-1 under the 1934 Act. With the approval of INSW’s General Counsel, a 10b5-1 Plan may be entered into during a time when the equity participant is not in possession of material, non-public information. These plans are intended to aid the equity participants in diversifying their portfolios without violating federal securities laws. Incentive Compensation Recoupment Policy for Executive Officers. In November 2023, INSW adopted its Incentive Compensation Recoupment Policy that generally provides that (i) executive officers of the Company are required to repay or return erroneously awarded compensation to the Company in accordance with claw back rules under the 1934 Act and New York Stock Exchange listing standards and (ii) if an officer of the Company receives performance-based or time-based incentive compensation during the past five completed fiscal years which the Board of Directors or Compensation Committee, in good faith discretion, determines was erroneously awarded it may require such officer to repay such compensation to the Company. Equity Award Grant Practices. The Compensation Committee establishes the grant date for annual equity awards, including awards of performance award units, RSUs and stock options. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, we did not grant equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that disclosed material nonpublic information. Stock Ownership Guidelines. INSW encourages stock ownership by its executives and non-employee directors in order to align their interests with the long-term interests of its stockholders. INSW has adopted stock ownership guidelines for non-employee directors and executive officers of the Company. As measured on January 1 of each fiscal year, each non-employee director and officer of the Company (including the NEOs) is expected to own a number of shares of INSW common stock priced at the closing price on the last trading day of the prior fiscal year equal to a specified multiple of his or her salary (or, in the case of the independent, non-employee members of the Board, a multiple of his or her annual cash retainer) as follows:
Additional Information
NEOs and independent, non-employee directors are afforded five years from 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) unvested time based RSUs; and (e) shares of stock held for the NEOs or non-employee director’s benefit in any pension or 401(k) plan. Vested in the money stock options and unvested PRSUs do not count towards satisfying the guidelines. INSW’s directors and executive officers have met these goals.
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.
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 | 2025 | $800,000 | $— | $2,618,159 | $— | $1,037,000 | $— | $50,410 | $4,505,569 | | | 2024 | $829,808 | $— | $1,892,428 | $— | $1,220,550 | $— | $50,385 | $3,993,171 | | | 2023 | $748,973 | $— | $2,028,776 | $— | $1,231,242 | $— | $266,375 | $4,275,366 | | Jeffrey D. Pribor Senior Vice President and Chief Financial Officer | 2025 | $622,115 | $— | $954,545 | $— | $713,625 | $— | $39,815 | $2,330,100 | | | 2024 | $632,885 | $— | $1,010,052 | $— | $743,468 | $— | $39,396 | $2,425,801 | | | 2023 | $579,365 | $— | $1,098,219 | $— | $765,559 | $— | $37,826 | $2,480,969 | | James D. Small III Senior Vice President, Chief Administrative Officer, Secretary and General Counsel | 2025 | $563,076 | $— | $640,985 | $— | $581,385 | $— | $26,926 | $1,812,372 | | | 2024 | $575,865 | $— | $656,352 | $— | $672,105 | $— | $25,980 | $1,930,302 | | | 2023 | $529,433 | $— | $716,772 | $— | $696,335 | $— | $32,693 | $1,975,233 | | Derek G. Solon Senior Vice President and Chief Commercial Officer | 2025 | $435,000 | $— | $569,434 | $— | $464,023 | $— | $26,428 | $1,494,885 | | | 2024 | $451,250 | $— | $514,469 | $— | $501,526 | $— | $25,482 | $1,492,727 | | | 2023 | $409,327 | $— | $554,511 | $— | $489,005 | $— | $24,207 | $1,477,050 | | William F. Nugent Senior Vice President and Chief Technical and Sustainability Officer | 2025 | $435,000 | $— | $569,434 | $— | $458,212 | $— | $27,041 | $1,489,687 | | | 2024 | $451,250 | $— | $514,469 | $— | $499,928 | $— | $50,109 | $1,515,756 | | | 2023 | $409,327 | $— | $554,511 | $— | $480,309 | $— | $48,593 | $1,492,740 |
Summary Compensation Table
| (1) The salary amounts reflect the actual gross salary received during the year. The 2025 base compensation is less than the 2024 base compensation solely due to the timing of pay periods. |
Summary Compensation Table
| (2) On March 12, 2025, 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 2025 amounts in this column represent the aggregate grant date fair value of the RSU awards calculated in accordance with accounting guidance as follows: Ms. Zabrocky — $1,402,668, Mr. Pribor — $511,394, Mr. Small — $343,405, Mr. Solon — $305,072, and Mr. Nugent — $305,072. |
Summary Compensation Table
| (3) Ms. Zabrocky and Messrs. Pribor, Small, Solon and Nugent received PRSU grants on March 12, 2025. The performance awards vest in full on December 31, 2027, 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 2027 and in any event no later than March 15, 2028. 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 2025 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 — $1,215,491, Mr. Pribor — $443,151, Mr. Small — $297,580, Mr. Solon — $264,362 and Mr. Nugent — $264,362. The aggregate grant date fair value of the PRSUs at maximum level of payout is as follows: Ms. Zabrocky — $1,823,336, Mr. Pribor — $664,727, Mr. Small — $446,369, Mr. Solon — $396,543 and Mr. Nugent — $396,543. For information with respect to grant date fair values, see Note 12. “Capital Stock and Stock Compensation” to INSWs consolidated financial statements included in INSW’s 2025 Annual Report. |
Summary Compensation Table
| (4) The amounts in this column for 2025, 2024 and 2023 reflect the amounts paid in 2026, 2025 and 2024 under the Company’s Cash Incentive Compensation Plan for performance in 2025, 2024, and 2023, respectively. |
Summary Compensation Table
| (5) See the “All Other Compensation Table” below for additional information. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table lists the INSW equity and non-equity incentive plan awards granted on March 12, 2025 to the NEOs under the 2020 MICP.
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Stock Units(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Grant Date | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | | | | | | Lois K. Zabrocky | 3/12/2025 | $500,000 | $1,000,000 | $1,420,000 | 21,150 | 42,300 | 63,450 | 42,300 | | | $2,618,159 | | Jeffrey D. Pribor | 3/12/2025 | $343,750 | $687,500 | $976,250 | 7,711 | 15,422 | 23,133 | 15,422 | | | $954,545 | | James D. Small III | 3/12/2025 | $282,500 | $565,000 | $802,300 | 5,178 | 10,356 | 15,534 | 10,356 | | | $640,985 | | Derek G. Solon | 3/12/2025 | $217,500 | $435,000 | $595,950 | 4,600 | 9,200 | 13,800 | 9,200 | | | $569,434 | | William F. Nugent | 3/12/2025 | $217,500 | $435,000 | $595,950 | 4,600 | 9,200 | 13,800 | 9,200 | | | $569,434 |
Grants of Plan-Based Awards
| (1) Amounts actually paid under these awards for 2025 are set forth above under “ — Elements of the 2025 Executive Officer Compensation Program — 2025 Actual Annual Incentive Paid.” |
Grants of Plan-Based Awards
| (2) In 2025, Ms. Zabrocky and Messrs. Pribor, Small, Solon and Nugent received PRSU grants on March 12, 2025. These performance awards vest in full on December 31, 2027, 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 2027 and in any event no later than March 15, 2028. 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. |
Grants of Plan-Based Awards
| (3) These grants comprise time-based RSUs. The grants made on March 12, 2025 vest in equal installments on the first, second and third anniversaries of the date of grant. |
Grants of Plan-Based Awards
| (4) For information with respect to grant date fair values, see Note 12, “Capital Stock and Stock Compensation” to INSW’s consolidated financial statements included in INSW’s 2025 Annual Report. |
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, 2025 for NEOs under the 2025 MICP.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | | Stock/RSU Awards | | | | | Name | Grant Date | 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 | 3/17/2021 | 18,901 | — | — | $21.58 | 3/17/2031 | — | $— | — | $— | | | 3/8/2023 | — | — | — | — | — | 6,510(2) | $316,061 | —(3) | $— | | | 3/14/2024 | — | — | — | — | — | 12,693(4) | $616,245 | 19,040(5) | $924,392 | | | 3/12/2025 | — | — | — | — | — | 42,300(6) | $2,053,665 | 42,300(7) | $2,053,665 | | Jeffrey D. Pribor | | | | | | | — | $— | — | $— | | | | | | | | | — | $— | — | $— | | | 4/5/2019 | 31,289 | — | — | $17.21 | 4/5/2029 | — | $— | — | $— | | | 4/2/2020 | 26,342 | — | — | $21.93 | 4/2/2030 | — | $— | — | $— | | | 3/17/2021 | 26,713 | — | — | $21.58 | 3/17/2031 | — | $— | — | $— | | | 3/8/2023 | — | — | — | — | — | 3,524(2) | $171,090 | —(3) | $— | | | 3/14/2024 | — | — | — | — | — | 6,775(4) | $328,926 | 10,162(5) | $493,365 | | | 3/12/2025 | — | — | — | — | — | 15,422(6) | $748,738 | 15,422(7) | $748,738 | | James D. Small III | 3/17/2021 | 10,187 | — | — | $21.58 | 3/17/2031 | — | $— | — | $— | | | 3/8/2023 | — | — | — | — | — | 2,300(2) | $111,665 | —(3) | $— | | | 3/14/2024 | — | — | — | — | — | 4,402(4) | $213,717 | 6,604(5) | $320,624 | | | 3/12/2025 | — | — | — | — | — | 10,356(6) | 502,784 | 10,356(7) | $502,784 | | Derek G. Solon | 4/2/2020 | 3,673 | — | — | $21.93 | 4/2/2030 | — | $— | — | $— | | | 3/17/2021 | 9,324 | — | — | $21.58 | 3/17/2031 | — | $— | — | $— | | | 3/8/2023 | — | — | — | — | — | 1,780(2) | $86,419(3) | — | $— | | | 3/14/2024 | — | — | — | — | — | 3,451(4) | $167,546 | 5,176(5) | $251,295 | | | 3/12/2025 | — | — | — | — | — | 9,200(6) | $446,660 | 9,200(7) | $446,660 | | William F. Nugent | 3/8/2023 | — | — | — | — | — | 1,780(2) | $86,419(3) | — | $— | | | 3/14/2024 | — | — | — | — | — | 3,451(4) | $167,546 | 5,176(5) | $251,295 | | | 3/12/2025 | — | — | — | — | — | 9,200(6) | $446,660 | 9,200(7) | $446,660 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Based on the closing price of INSW common stock of $48.55 on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (2) These unvested RSUs vested on March 8, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (3) These PRSUs vested on December 31, 2025, subject to achievement of the performance measures with a maximum payout of 150% for half of the grant and with a payout of 112.5% for the second half of the grant. |
Outstanding Equity Awards at Fiscal Year-End
| (4) One-half of these RSUs vested on March 14, 2026. The remaining half will vest on March 14, 2027, subject to accelerated vesting in the event of certain terminations of employment. |
Outstanding Equity Awards at Fiscal Year-End
| (5) These PRSUs will vest on December 31, 2026, subject to performance achievement. The PRSUs have a maximum payout of 150% of target. |
Outstanding Equity Awards at Fiscal Year-End
| (6) One-third of these RSUs vested on March 12, 2026. The remaining two-thirds will vest ratably on each of the second and third anniversaries of March 12, 2025, subject to accelerated vesting in the event of certain terminations of employment. |
Outstanding Equity Awards at Fiscal Year-End
| (7) These PRSUs will vest on December 31, 2027 subject to performance achievement. These PRSUs have a maximum payout of 150% of target. |
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, 2025 for each of the NEOs.
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 | 55,444 | $2,691,806 | | Jeffrey D. Pribor | 46,437 | $1,483,784 | 24,918 | $1,209,769 | | James D. Small III | 0 | $0 | 19,801 | $961,339 | | Derek G. Solon | 0 | $0 | 14,967 | $726,648 | | William F. Nugent | 0 | $0 | 14,967 | $726,648 |
Option Exercises and Stock Vested
| (1) Mr. Pribor exercised stock options on September 24, 2025, November 10, 2025 and December 10, 2025 in the amounts of 17,442, 15,000 and 13,995 respectively. |
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. |
Option Exercises and Stock Vested
| (3) Ms. Zabrocky and Messrs. Pribor, Small, Solon and Nugent had RSUs vest on March 8, 2025, March 14, 2025 and two sets of RSUs on April 7, 2025 in the amounts of (a) 6,510, 6,346, 16,381, and 26,209, respectively, for Ms. Zabrocky; (b) 3,524, 3,387, 7,717 and 10,291, respectively, for Mr. Pribor; (c) 2,300, 2,201, 5,885 and 9,416, respectively, for Mr. Small; (d) 1,779, 1,725, 4,410 and 7,054, respectively, for Mr. Solon and (e) 1,779, 1,725, 4,410 and 7,054, respectively, for Mr. Nugent. Ms. Zabrocky and Messrs. Pribor, Small, Solon and Nugent all had PRSUs vest on December 31, 2025 in the amounts of 25,632, 13,875, 9,056, 7,005 and 7,005. |
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, 2025, which was $48.55 per share. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation There was no deferral of compensation on a non-tax qualified basis during 2025.
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, 2025, in each case conditioned upon continued compliance with certain restrictive covenants and the delivery of a release to the Company. At December 31, 2025, Mr. Pribor was eligible for normal retirement at age 65 and not entitled to any other benefits. The table is 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.
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 | | Voluntary Termination Without Cause or Voluntary Resignation for Good Reason, Including in Connection with a Change in Control | | | | | | | Cash Severance Payment(2) | $1,600,000 | $937,500 | $1,130,000 | $435,000 | $435,000 | | Pro Rata Bonus Payment(3) | $1,000,000 | $687,500 | $565,000 | $0 | $0 | | Bonus Payment(4) | $0 | $0 | $0 | $435,000 | $435,000 | | Equity Awards(5) | $2,985,971 | $1,628,052 | $828,166 | $0 | $0 | | Lump Sum Payment | $1,049,999 | $0 | $950,000 | $0 | $0 | | Total | $6,635,970 | $3,253,052 | $3,473,166 | $870,000 | $870,000 | | Death/Disability | | | | | | | Pro Rata Bonus Payment | $0 | $687,500(6) | $0 | $0 | $0 | | Equity Awards | $0 | $0 | $0 | $0 | $0 | | Total | $0 | $687,500 | $0 | $0 | $0 |
Potential Payments Upon Termination or Change in Control
| (1) The values in this table reflect estimated payments associated with various termination scenarios. |
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. |
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. |
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. |
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, 2025, Ms. Zabrocky had 61,503 unvested RSUs. Mr. Pribor had 25,721 unvested RSUs. Mr. Small had 17,058 unvested RSUs. 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 3,524, 3,387 and 5,141 units vesting at $48.55 for March 8, 2023, March 14, 2024, and March 12, 2025 respectively, for actual value of $585,133. For PRSUs, Mr. Pribor will receive a number of unvested units prorated for the number of weeks actually worked. For 2025, PRSUs are 15,422 multiplied by number of weeks worked, 42, divided by total weeks in the period of 146, at a rate of $48.55 for a total value of $215,390. For the 2024 PRSUs,10,162 multiplied by the number of weeks worked, 93 divided by total weeks in the period 146, at a rate of $48.55 for a total of $314,267. For 2023, PRSUs are 10,572 multiplied by the number of weeks worked, 147, divided by total weeks in the period of 147, at a rate of $48.55 for a total of $513,271. 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. |
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, 2025, the last business day of the year. |
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 66 (not including the CEO) were located in its New York and Houston offices, all of whom were employed by the Company, and the 3,155 seafarers who had been employed on the Company’s vessels for one or more days during the year ended December 31, 2025. 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 and Italy. 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 346 days in 2025, the Median Employee worked approximately 202 days. Our CEO had annual total compensation of $4,505,569 and our Median Employee had annual total compensation of $22,113. Therefore, our CEO’s annual total compensation in 2025 was approximately 204 times that of the median of the annual total compensation of our Median Employee.
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.
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) | | 2025 | $4,505,569 | $6,729,203 | $1,781,759 | $2,448,749 | $470.75 | $196.00 | $309.26 | $388.59 | | 2024 | $3,993,171 | $2,725,636 | $1,841,147 | $1,391,984 | $324.72 | $199.66 | $416.72 | $514.19 | | 2023 | $4,275,366 | $5,922,656 | $1,856,498 | $2,412,331 | $364.24 | $197.26 | $556.45 | $670.43 | | 2022 | $5,409,147 | $10,805,863 | $2,207,085 | $3,985,834 | $254.84 | $147.23 | $387.90 | $484.22 | | 2021 | $3,052,550 | $2,366,989 | $1,342,210 | $1,121,434 | $97.07 | $128.49 | $(134.67) | $(15.23) |
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”). |
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”). |
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. |
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. |
Pay vs. Performance
| (5) The dollar amounts reported in column (g) show changes over our past five fiscal years in the value of $100 (assuming reinvestment of dividends), invested in a market-capitalization weighted index of our 2025 Peer Group, which consists of publicly traded companies used to determine target compensation for 2025, as described above in “Compensation Discussion and Analysis.” Compared to the 2024 Peer Group approved in March 2024 for 2024 compensation setting, in 2025, Eagle Bulk Shipping Inc. and Cmb.Tech NV (f/k/a Euronav NV) were removed, and Bristow Group Inc., Excelerate Energy, Inc., Helix Energy Solutions Group, Inc., Landstar System, Inc., and World Kinect Corporation were added pursuant to the criteria outlined in “Compensation Discussion and Analysis,” in consultation with LB&Co. The 2024 Peer Group as disclosed in our 2025 Proxy Statement included – Algoma Central Corporation, Dorian LPG Ltd., Eagle Bulk Shipping Inc., Cmb.Tech NV, Genco Shipping & Trading Limited, Genesis Energy, L.P., Kirby Corporation, Matson, Inc., Tidewater Inc., and TORM plc. Had the 2024 Peer Group been used to calculate cumulative TSR in 2021, 2022, 2023, 2024 and 2025, Peer Group TSR would have been $138.23, $188.23, $269.09, $265.11 and $273.42, respectively. |
Pay vs. Performance
| (6) The dollar amounts reported in column (i) represent ESO as defined and presented in the CD&A above. |
Pay vs. Performance
Most Important Market Measures 1. Earnings from Shipping Operations 2. Return on Invested Capital 3. Total Shareholder Return
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO
| Year | 2025 | | Summary Compensation Table Total | $4,505,569 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | ($2,618,159) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $4,002,600 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $648,437 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | | Plus: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $190,756 | | (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 | $6,729,203 |
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.
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
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs
| Year | 2025 | | Summary Compensation Table Total | $1,781,759 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | ($683,600) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $1,045,076 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $231,236 | | 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 | $74,277 | | (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 | $2,448,749 |
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.
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs
| | Fiscal Year 2025 | | Restricted Stock Units | | | Stock Price | $31.61 - $48.55 | | Performance Share Units | | | Financial Metric Multiplier | 70% - 150% | | TSR Realized Performance (Percentile) | 112.5P | | Volatility | 35.9% - 40.2% | | Risk-Free Interest Rate | 3.41% - 3.42% |
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.
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.
Directors and Executive Officers
| | Shares of Common Stock Beneficially Owned(1) | | | Name | Number | Percentage | | Directors/Nominees | | | | Darron M. Anderson | 5,115(2) | * | | Timothy J. Bernlohr | 49,295(2) | * | | Ian T. Blackley | 24,700(3) | * | | A. Kate Blankenship | 10,213(2) | * | | Randee E. Day | 18,435(2) | * | | David I. Greenberg | 32,022(2) | * | | Kristian K. Johansen | 5,115(2) | * | | Craig H. Stevenson, Jr. | 192,820(4) | 0.4% | | Lois K. Zabrocky | 208,745 | 0.4% | | Named Executive Officers (other than Ms. Zabrocky who is listed above with the other Directors/Nominees) | | | | Jeffrey D. Pribor | 131,697(5) | 0.3% | | James D. Small III | 40,085 | * | | Derek G. Solon | 54,419 | 0.1% | | William F. Nugent | 55,999 | 0.1% | | All Directors, Director Nominees and Executive Officers as a Group (15 Persons) | 842,045(5) | 1.7% |
Directors and Executive Officers
| * Less than 0.1% |
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. |
Directors and Executive Officers
| (2) Includes 3,104 shares of Common Stock that vest on June 8, 2026. |
Directors and Executive Officers
| (3) Includes 6,344 shares of Common Stock that vest on June 8, 2026. |
Directors and Executive Officers
| (4) Includes 3,104 shares of Common Stock that vest on June 8, 2026, 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. |
Directors and Executive Officers
| (5) Includes 26,713 shares issuable upon the exercise of options. |