DEF 14A of Dorian LPG Ltd.
Filed Jul 29, 2024 · FY20240001558370-24-010283
Proposal 1 Election of Directors
Proposal 1 Election of Directors The Board of Directors is divided into three classes: Class I, Class II and Class III. Pursuant to our Articles of Incorporation, each class of directors consists, as nearly as possible, of one-third of the total number of directors. The total number of directors on the Board may be fixed from time to time by a vote of not less than two-thirds of the number of directors constituting the Board, excluding vacancies. Additionally, the Board is authorized to fill any vacancy on the Board, including directorships resulting from an increase in the number of directors, by a majority vote of the directors then in office. Each director is elected to serve for a three-year term and until such director’s successor is duly elected and has qualified, except in the event of his or her death, resignation, removal or earlier termination of his or her term of office. The terms of our Class III and I directors will expire in 2025 and 2026, respectively, and the term of our Class II directors will expire at the Annual Meeting. By the requisite affirmative vote of the Board, the size of the Board of Directors was set at ten directors effective May 1, 2015, reduced from ten to seven directors effective January 26, 2016, increased from seven to eight directors effective November 26, 2022, and reduced from eight to seven directors effective September 13, 2023. Our Class II directors, whose terms expire at the annual meeting of shareholders in 2024, are currently Øivind Lorentzen, Ted Kalborg and John C. Lycouris. Mr. Lorentzen and Mr. Lycouris have served as directors since our formation in July 2013. The Board appointed Mr. Kalborg as a director effective December 12, 2014. Messrs. Lorentzen, Kalborg and Lycouris were re-elected at the Company’s 2021 annual meeting of shareholders. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board after due consideration has nominated Messrs. Lorentzen, Kalborg and Lycouris for re-election as Class II directors to serve until the Company’s annual meeting of shareholders in 2027, and until such director’s successor is elected and has qualified. Our Class III directors, whose terms expire at the annual meeting of shareholders in 2025, are currently John C. Hadjipateras and Malcolm McAvity. Mr. Hadjipateras has served on the Board since our formation in July 2013 and Mr. McAvity was appointed by the Board as a director effective January, 2015. Mr. Hadjipateras and Mr. McAvity were re-elected at the Company’s 2022 annual meeting of shareholders. Our Class I directors, whose terms expire at the annual meeting of shareholders in 2026, are currently Christina Tan and Marit Lunde. Ms. Tan has served on the Board since May 2015 and was re-elected at the 2023 annual meeting of shareholders. The Board appointed Ms. Lunde as a director effective November 26, 2022 and she was re-elected at the 2023 annual meeting of shareholders. Except as indicated herein, there are no arrangements or understandings between any current director, or nominee for directorship, pursuant to which such director or nominee was selected as a director or nominee. If, at the time of the Annual Meeting, any nominee is unable or unwilling to serve as a director, the persons named as proxy holders will vote your proxy for the election of such substitute nominee as may be designated by the Board in accordance with Article I of our Articles of Incorporation to fill the vacancy. The Board of Directors has no reason to believe any of the nominees will be unable or unwilling to serve if elected. The Board of Directors recommends that you vote FOR the re-election of our three nominees listed below, Mr. Lorentzen, Mr. Kalborg and Mr. Lycouris. The Board believes that each of the three nominees listed below are highly qualified and have experience, skills, backgrounds and attributes that qualify them to serve as directors of Dorian (please see each nominee’s biographical information presented below). The recommendation of the Board is based on its carefully considered judgment that the experience, skills, backgrounds and attributes of our nominees make them the best candidates to serve on the Board.
Nominees for Re-election for a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders
Nominees for Re-election for a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders Set forth in the table below is a list of our director nominees, together with certain biographical information, including their ages as of the date of this Proxy Statement.
Nominees for Re-election for a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders
| Name | Age | Principal Occupation | | Øivind Lorentzen | 74 | Managing Director, Northern Navigation, LLC | | John Lycouris | 74 | Head of Energy Transition and Chief Executive Officer of Dorian LPG (USA) LLC | | Ted Kalborg | 73 | Founder, Tufton Oceanic Group |
Nominees for Re-election for a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders
___________ Øivind Lorentzen has served as a director of the Company since its inception in July 2013 and is currently the Chairman of the Audit Committee. Mr. Lorentzen is currently Managing Director of Northern Navigation, LLC. Mr. Lorentzen was Non-Executive Vice Chairman of SEACOR Holdings Inc. from early 2015 to April 2021, prior to which he was its Chief Executive Officer. From 1990 until September 2010, Mr. Lorentzen was President of Northern Navigation International, Ltd., an investment management and ship-owning company concentrating in specialized marine transportation and ship finance. From 1979 to 1990, Mr. Lorentzen was Managing Director of Lorentzen Empreendimentos S.A., an industrial and shipping group in Brazil, and he served on its board of directors until December 2005. From 2001 to 2008, Mr. Lorentzen was Chairman of NFC Shipping Funds, a leading private equity fund in the maritime industry. Mr. Lorentzen is a director of the Global Maritime Forum, an international not-for-profit organization dedicated to promoting the potential of the global maritime industry. Mr. Lorentzen earned his undergraduate degree at Harvard College and his MBA from Harvard Business School. Mr. Lorentzen’s expertise in the maritime and shipping industries provides him with the important qualifications and skills to serve as a member of the Board of Directors. John C. Lycouris has served as Head of Energy Transition since April 24, 2024, and as Chief Executive Officer of Dorian LPG (USA) LLC and director of Dorian LPG Ltd. since its inception in July 2013. Previously, Mr. Lycouris was a Director and VP/Treasurer of Eagle Ocean, Inc. beginning in1993 and of Eagle Ocean Transport, Inc. beginning in 2004, where he attended to pre- and post-delivery financings of newbuilding and second-hand vessels in the tanker, LPG, and dry bulk sectors, including execution of a multitude of sale and purchase contracts. Mr. Lycouris’ responsibilities also included operational and technical matters as well as investment strategy for a number of portfolios of foreign principals represented by the Companies. Before joining Eagle Ocean, Inc., Mr. Lycouris served as Director of Peninsular Maritime Ltd. a ship brokerage firm in London, UK, which he joined in 1974, and managed the Finance and Accounts departments. Mr. Lycouris holds a BS in Business Administration from Ithaca College and an MBA in Finance from Cornell University. Mr. Lycouris’ successful leadership and executive experience, along with his deep knowledge of the commercial, technical and operational aspects of shipping in general and LPG shipping in particular, provide him with the qualifications and skills to serve as a member of the Board of Directors. Ted Kalborg has served as a director of the Company since December 2014 and is currently a member of the Audit Committee and chairman of the Compensation Committee. Mr. Kalborg is the founder of the Tufton Group, a fund management group he founded in 1985 that specializes in the shipping and energy sectors. The group manages hedge funds and private equity funds. Mr. Kalborg’s primary focus has been corporate reorganizations. Mr. Kalborg holds a BA from Stockholm School of Economics and received an MBA from Harvard Business School. Mr. Kalborg’s diversified experience in the oil drilling, shipping, and investment industries, his specialty in maritime and transportation fund management, and his extensive background serving as director of several other companies equip him with the qualifications and skills to act as a member of the Board of Directors. The Board of Directors recommends you vote “FOR” each named nominee.
Directors Continuing in Office Until the 2025 Annual Meeting of Shareholders
Directors Continuing in Office Until the 2025 Annual Meeting of Shareholders Set forth in the table below is a list of our directors continuing in office until the 2025 annual meeting, together with certain biographical information, including their ages as of the date of this Proxy Statement.
Directors Continuing in Office Until the 2025 Annual Meeting of Shareholders
| Name | Age | Principal Occupation | | John C. Hadjipateras | 74 | President and Chief Executive Officer of Dorian LPG Ltd.; President, Dorian LPG (USA) LLC | | Malcolm McAvity | 73 | Retired Vice Chairman of Phibro LLC |
Directors Continuing in Office Until the 2025 Annual Meeting of Shareholders
____________ John C. Hadjipateras has served as Chairman of the Board and as our President and Chief Executive Officer and as President of Dorian LPG (USA) LLC since our inception in July 2013. Mr. Hadjipateras has been actively involved in the management of shipping companies since 1972. From 1972 to 1992, Mr. Hadjipateras was the Managing Director of Peninsular Maritime Ltd. in London and subsequently served as President of Eagle Ocean, which provides chartering, sale and purchase, protection and indemnity insurance and shipping finance services. Mr. Hadjipateras has served as a member of the boards of the Greek Shipping Co-operation Committee and of the Council of INTERTANKO, and has been a member of the Baltic Exchange since 1972 and of the American Bureau of Shipping since 2011. Mr. Hadjipateras also served on the Board of Advisors of the Faculty of Languages and Linguistics of Georgetown University and is a trustee of Kidscape, a leading U.K. charity organization. Mr. Hadjipateras was a director of SEACOR Holdings Inc., a global provider of marine transportation equipment and logistics services, from 2000 to 2013. In 1998, Mr. Hadjipateras was awarded The Golden Cross of The Order of the Phoenix by The Republic of Greece. We believe that Mr. Hadjipateras’ expertise in the maritime and shipping industries provides him with the qualifications and skills to serve as a member of the Board of Directors. Malcolm McAvity has served as a director of the Company since January 2015 and is currently the Chairman of our Nominating and Corporate Governance Committee and a member of our Compensation Committee. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has appointed Mr. McAvity to serve as the Board’s lead independent director. Mr. McAvity formerly served as Vice Chairman of Phibro LLC, one of the world’s leading international commodities trading firms, from 1986 through 2012. Mr. McAvity has held various positions trading crude oil and other commodities. Mr. McAvity earned a BA from Stanford University and an MBA from Harvard Business School. We believe that Mr. McAvity’s experience in commodities trading provides him with the qualifications and skills to serve as a member of the Board of Directors.
Directors Continuing in Office Until the 2026 Annual Meeting of Shareholders
Directors Continuing in Office Until the 2026 Annual Meeting of Shareholders Set forth in the table below is a list of our directors continuing in office until the 2026 annual meeting, together with certain biographical information, including their ages as of the date of this Proxy Statement.
Directors Continuing in Office Until the 2026 Annual Meeting of Shareholders
| Name | Age | Principal Occupation | | Christina Tan | 71 | Chief Executive Officer, MT Maritime Management (USA) LLC | | Marit Lunde | 57 | Head of Group Insurance, Equinor ASA |
Directors Continuing in Office Until the 2026 Annual Meeting of Shareholders
____________ Christina Tan has served as a director of the Company since May 1, 2015 and is currently a member of the Audit and Nominating and Corporate Governance Committees. Ms. Tan has been the Chief Executive Officer of MT Maritime Management (USA) LLC since the beginning of 2020. Ms. Tan has been an officer with the MT Maritime Management Group (“MTM Group”) for over 30 years, performing in a variety of capacities, including finance and chartering, and was also a board member of Northern Shipping Funds from 2008 to 2015, at which point she remained as a member of the Limited Partnership Advisory Committee (LPAC). For eight years prior to joining MTM Group, Ms. Tan was Vice President of Finance & Trading for Socoil Corporation, a major Malaysian palm oil refiner and trading company. Ms. Tan earned a BA in Economics and Mathematics from Western State College of Colorado. We believe that Ms. Tan’s long-standing experience in the shipping industry and in maritime investments provide her with the qualifications and skills to serve as a member of the Board of Directors. Marit Lunde has served as a director of the Company since November 2022 and has over thirty years of experience in the energy sector. Since 1990 she has held various positions at Equinor ASA (NYSE: EQNR, formerly Statoil and StatoilHydro) (“Equinor”) including in accounting, operations, trading, chartering and shipping, upstream projects and operations, health, safety and environment, and corporate risk management. She is currently the head of group insurance at Equinor and serves as the Chairperson of the board of directors of Equinor's captive insurance company and is a member of the board of directors of Equinor's Pension Fund. Ms. Lunde graduated with honors from Heriot-Watt University in 1990 with a BA in Business Administration. We believe that her experience in the oil and gas and shipping industries provides her with the qualifications and skills to serve as a member of the Board of Directors.
Director Compensation
Director Compensation We pay each non-executive director annual compensation of $155,000 (100% as an equity award in a form determined by our Compensation Committee), paid annually in arrears. The chairman of the Compensation Committee, the Audit Committee and the Nominating and Corporate Governance Committee each receive additional annual equity compensation of $15,000. Further, any director serving on a committee of the Board, other than a chairman of a committee, receives additional annual equity compensation of $10,000 per committee. Each director is also reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors or committees. Each director will be fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law. Further, none of the members of the Board of directors will receive any benefits upon termination of their directorship positions. Our directors are eligible to receive awards under an equity incentive plan that we adopted prior to the completion of our initial public offering and which is described below under “2014 Equity Incentive Plan.” Our Compensation Committee reviews director compensation annually and makes recommendations to the Board with respect to compensation and benefits provided to the members of the Board. Our Corporate Governance Guidelines provide that director compensation should be fair and equitable to enable the Company to attract qualified members to serve on its Board. The following table provides certain information concerning the compensation earned by each of our non-employee directors serving on the Board for the year ended March 31, 2024, for services rendered in all capacities:
Director Compensation
| Name | Fees earned or paid in cash (1) | Restricted Stock Awards and Restricted Stock Units(2) | Total | | Thomas J. Coleman(3) | $- | $90,884 | $90,884 | | Ted Kalborg | $- | $207,492 | $207,492 | | Øivind Lorentzen | $- | $198,454 | $198,454 | | Malcolm McAvity | $- | $210,145 | $210,145 | | Christina Tan | $- | $204,300 | $204,300 | | Marit Lunde(4) | $- | $241,500 | $241,500 |
Director Compensation
____________________
Director Compensation
| (1) Represents cash compensation earned for services rendered as a director for the fiscal year ended March 31, 2024. |
Director Compensation
| (2) Represents equity compensation for services rendered as a director for the fiscal year ended March 31, 2024. The value of each stock award equals the grant date fair value of $38,46 per share on March 28, 2024 with the exception of certain shares granted to Mr. Coleman and Ms. Lunde as described in footnotes 3 and 4. |
Director Compensation
| (3) Mr. Coleman is no longer a director as of the 2023 Annual Meeting of Shareholders and was compensated a prorated amount of shares based on his services rendered as a director from April 1, 2023 through September 13, 2023 at a grant date fair value of $27.35 per share on September 13, 2023. |
Director Compensation
| (4) Ms. Lunde was granted a prorated amount of shares based on her services rendered as a director from November 26, 2022 through March 31, 2023 at a grant date fair value of $27.95 per share on August 3, 2023 . |
Role of the Compensation Committee
| ● | Individual performance, tenure, experience, and long-term potential; |
Role of the Compensation Committee
| ● | External, publicly available market data on competitive compensation levels and practices. |
Fiscal Year 2024 Peer Group
Fiscal Year 2024 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 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 at least annually to affirm that it is comprised of 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. Most of our direct business competitors are foreign companies that are not required to disclose compensation information for their executive officers on an individual basis and detailed compensation data is, therefore, limited or unavailable. The Peer Group is limited to those companies for which executive compensation data is publicly available, which necessarily eliminates many of the Company’s competitors that are privately held and/or incorporated in jurisdictions that do not require public disclosure of executive compensation. Thus, while the Compensation Committee uses the Peer Group information for informational and analytical purposes, it does not target a specific percentile or make compensation decisions based solely on such information. The Company reviews the Peer Group information in the context of other publicly-available survey data, and alongside annual assessments of corporate and individual performance to make recommendations and decisions on the compensation applicable to the Company’s NEOs. The Peer Group for Fiscal Year 2024 consisted of the following ten publicly-traded international and domestic shipping companies:
Fiscal Year 2024 Peer Group
| Bristow Group, Inc. | Kirby Corporation | SEACOR Marine Holdings Inc. | | Eagle Bulk Shipping, Inc. | Matson, Inc. | Tidewater Inc. | | Genco Shipping & Trading Ltd. | Overseas Shipholding Group, Inc. | | | International Seaways, Inc. | Pangaea Logistics Solutions, Ltd. | |
Employment Agreements with the NEOs
Employment Agreements with the NEOs None of our NEOs, with the exception of Mr. Hansen and Mr. Alexander C. Hadjipateras, are subject to an employment agreement with us or our subsidiaries. Mr. Hansen has an employment agreement that entitles him to receive certain benefits and payments if his employment terminates in specified separation scenarios. These arrangements are described under the section entitled “2014 Executive Severance and Change in Control Severance Plan.” On June 30, 2023, Mr. Alexander C. Hadjipateras and Dorian LPG Management Corp., (“DORMACO”) an indirect wholly-owned subsidiary of the Company, entered into the Employment Agreement of indefinite duration which sets forth the terms of Mr. Alexander C. Hadjipateras’ continued employment as Managing Director of DORMACO. The Employment Agreement provides that DORMACO may, at its discretion, request Mr. Alexander C. Hadjipateras act as a director and/or officer of DORMACO or any affiliated company inclusive of Dorian LPG (USA) LLC and the Company. Under the Employment Agreement. Mr. Alexander C. Hadjipateras will receive monthly remuneration of €15,198 for his services as Managing Director of DORMACO. In addition, he is eligible to receive cash bonuses from time to time at the discretion of DORMACO. The monthly remuneration noted here is included in the base salary noted above, and any cash bonuses awarded at the discretion of DORMACO will be subject to the approval of the Compensation Committee and shall be considered as part of his overall compensation package.
Executive Severance and Change in Control Severance Plan
Executive Severance and Change in Control Severance Plan The 2014 Executive Severance and Change in Control Severance Plan (the "Severance and CIC Plan") provides for payments and other benefits in certain circumstances involving a termination of employment, including a termination of employment in connection with a change-in-control. Cash payments in connection with a change-in-control are subject to a double trigger; that is, the executive is not entitled to payment unless there is both a change-in-control and the executive is subsequently terminated without cause (or resigns for good reason) within a two-year period following the change-in-control. Our executives are not entitled to any severance payments if they are terminated for cause or as a result of voluntary termination (outside of the retirement context) unless it is for good reason. Detailed information with respect to these payments and benefits can be found under the section entitled “2014 Executive Severance and Change in Control Severance Plan.” Mr. J. Hadjipateras, Mr. Lycouris, Mr. Young, and Mr. A. Hadjipateras are participants to the Severance and CIC Plan. The Committee believes that these severance benefits encourage the commitment of our NEOs and ensure that they will be able to devote their full attention and energy to our affairs in the face of potentially disruptive and distracting circumstances.
Summary Compensation Table
Summary Compensation Table The table below sets forth the compensation earned by our named executive officers during the years indicated.
Summary Compensation Table
| Name and Principal Position | Fiscal Year Ended March 31, | Salary | Bonus(1) | Stock Awards(2) | All Other Compensation(3) | Total | | John C. Hadjipateras(4) | 2024 | $650,000 | $1,255,000 | $2,381,285 | $9,900 | $4,296,185 | | President, Chairman, | 2023 | $650,000 | $903,000 | $1,023,220 | $9,150 | $2,585,370 | | and Chief Executive Officer | 2022 | $650,000 | $901,500 | $794,363 | $13,575 | $2,359,438 | | John Lycouris(5) | 2024 | $550,000 | $455,000 | $986,300 | $9,900 | $2,001,200 | | Head of Energy Transition and | 2023 | $550,000 | $353,000 | $423,400 | $9,150 | $1,335,550 | | Chief Executive Officer, Dorian LPG (USA) LLC | 2022 | $550,000 | $301,500 | $219,133 | $12,825 | $1,083,458 | | Theodore B. Young | 2024 | $550,000 | $555,000 | $934,890 | $9,900 | $2,049,790 | | Treasurer and Chief Financial Officer | 2023 | $550,000 | $303,000 | $465,740 | $9,525 | $1,328,265 | | | 2022 | $500,000 | $301,500 | $208,179 | $12,450 | $1,022,129 | | Tim T. Hansen(6) | 2024 | $567,570 | $477,778 | $708,250 | $323,936 | $2,077,534 | | Chief Commercial Officer | 2023 | $530,250 | $318,041 | $493,680 | $204,019 | $1,545,990 | | | 2022 | $531,444 | $308,098 | $273,919 | $53,144 | $1,166,605 | | Alexander C. Hadjipateras | 2024 | $370,735 | $304,889 | $849,900 | $27,296 | $1,552,820 | | Chief Operating Officer, | 2023 | $370,000 | $253,000 | $471,000 | $9,300 | $1,103,300 | | Senior Executive Vice President Dorian LPG (USA) LLC | 2022 | $350,000 | $251,500 | $197,220 | $11,325 | $810,045 | | and Managing Director Dorian LPG Management Corp. | | | | | | |
Summary Compensation Table
| (1) Represents cash bonuses paid to each of the NEOs for the applicable fiscal year and earned in the immediately preceding fiscal year. |
Summary Compensation Table
| (2) The amounts set forth next to each award represent the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. |
Summary Compensation Table
| (3) The amounts set forth represent contributions by the Company to each of the named executive officer’s 401(k) defined contribution plan for U.S. employees. Represents retirement contributions and other compensation for non-U.S. employees. |
Summary Compensation Table
| (4) As our Chief Executive Officer, Mr. Hadjipateras does not receive any additional compensation for his services as a director. |
Summary Compensation Table
| (5) As our Head of Energy Transition, Mr. Lycouris does not receive any additional compensation for his services as a director. |
Summary Compensation Table
| (6) Mr. Hansen’s salary is calculated using the average applicable exchange rates during each fiscal year in the local currency of employment. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information concerning outstanding equity awards as of March 31, 2024, for each named executive officer:
Outstanding Equity Awards at Fiscal Year-End
| | | Restricted Stock Awards and Restricted Stock Units | | | Name | Grant 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) | | John C. Hadjipateras | 9/15/2023 | 8,000(2) | $307,680 | | | 8/5/2023 | 48,333(3) | 1,858,887 | | | 8/5/2022 | 24,166(4) | $929,424 | | John C. Lycouris | 9/15/2023 | 2,500(2) | $96,150 | | | 8/5/2023 | 15,000(3) | $576,900 | | | 8/5/2022 | 10,000(4) | $384,600 | | Theodore B. Young | 8/5/2023 | 22,000(3) | $846,120 | | | 8/5/2022 | 11,000(4) | $423,060 | | Tim T. Hansen | 8/5/2023 | 16,666(3) | $640,974 | | | 10/14/2022 | 11,000(5) | $423,060 | | Alexander C. Hadjipateras | 8/5/2023 | 20,000(3) | $769,200 | | | 8/5/2022 | 10,000(4) | $384,600 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Fair market value of our common stock on March 31, 2024. The amount listed in this column represents the product of the closing market price of the Company’s stock as of March 31, 2024 ($38.46) multiplied by the number of shares or units of stock subject to the award. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Granted on September 15, 2023 and vested or vests as described in “Equity Compensation” above. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Granted on August 5, 2023 and vested or vests as described in “Equity Compensation” above. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Granted on August 5, 2022 and vested or vests as described in “Equity Compensation” above. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Granted on October 14, 2022 and vested or vests as described in “Equity Compensation” above. |
Options Exercised and Stock Vested
Options Exercised and Stock Vested The following table provides information for the year ended March 31, 2024 concerning the vesting of restricted stock awards by the NEOs. There were no stock options exercised by the NEOs for the year ended March 31, 2024 and no options have been granted by the Company since its inception.
Options Exercised and Stock Vested
| | Option Awards | | Restricted Stock Awards and Restricted Stock Units | | | Name | Number of shares acquired on exercise | Value realized on exercise | Number of shares acquired on vesting | Value realized on vesting | | John C. Hadjipateras(1) | - | - | 76,500 | $2,163,045 | | John C. Lycouris(2) | - | - | 44,166 | $1,213,798 | | Theodore B. Young(3) | - | - | 38,333 | $1,051,174 | | Tim T. Hansen(4) | - | - | 45,667 | $1,231,106 | | Alexander C. Hadjipateras(5) | - | - | 36,000 | $985,080 |
Options Exercised and Stock Vested
| (1) Mr. J. Hadjipateras had 72,500 shares of restricted stock vested on August 5, 2023 at a market price of $28.33 and 4,000 shares of restricted stock vested on September 15, 2023 at a market price of $27.28. |
Options Exercised and Stock Vested
| (2) Mr. Lycouris had 10,000 shares of restricted stock vested on June 15, 2023 at a market price of $24.85, and 31,666 shares of restricted stock vested on August 5, 2023 at a market price of $28.33, and 2,500 shares of restricted stock vested on September 15, 2023 at a market price of $27.28. |
Options Exercised and Stock Vested
| (3) Mr. Young had 10,000 shares of restricted stock vested on June 15, 2023 at a market price of $24.85 and 28,333 shares of restricted stock vested on August 5, 2023 at a market price of $28.33. |
Options Exercised and Stock Vested
| (4) Mr. Hansen had 18,000 restricted stock units vested on June 15, 2023 at a market price of $24.85 and 27,667 restricted stock units vested on August 5, 2023 at a market price of $28.33. |
Options Exercised and Stock Vested
| (5) Mr. A. Hadjipateras had 10,000 shares of restricted stock vested on June 15, 2023 at a market price of $24.85 and 26,000 shares of restricted stock vested on August 5, 2023 at a market price of $28.33. |
President and Chief Executive Officer Pay Ratio
President and Chief Executive Officer Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of John Hadjipateras, our President and Chief Executive Officer ("CEO"): This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and other data as described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. 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 employees using the data as shown in its payroll records including base salary, bonuses (including equity awards), and other benefits paid by or on behalf of the Company using the same calculation methods and assumptions, disclosed in the Summary Compensation Table. The total reported compensation for Mr. John C. Hadjipateras in Fiscal Year 2024 was $4,296,185, as reflected in the Summary Compensation Table included in this proxy Statement, and was approximately 26.7 times the Median Employee’s annual total compensation of $161,091. The methodology used to identify the Median Employee uses the same pay components, as well as the same calculation methods and assumptions, disclosed in the Summary Compensation Table. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies. The methodology used to identify the Median Employee excludes consideration of the seafarers who had served on the Company’s commercially-managed vessels for one or more days during the year ended March 31, 2024, since such seafarers were employed, and their compensation was determined, by unaffiliated third parties and these seafarers provide services to the Company or its consolidated subsidiaries as independent contractors or “leased” workers. These seafarers are sourced from seafarer recruitment and placement service agencies and are employed with short-term employment contracts.
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
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal 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) | Total Shareholder Return | Peer Group Total Shareholder Return(5) | Net Income (in millions) | Adjusted EBITDA(6) (in millions) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $4,296,185 | $5,896,984 | $1,920,336 | $2,556,567 | $805.83 | $668.20 | $307.4 | $417.4 | | 2023 | $2,585,370 | $3,098,417 | $1,328,276 | $1,584,526 | $362.21 | $369.80 | $172.4 | $271.4 | | 2022 | $2,359,438 | $2,448,479 | $1,020,559 | $1,093,937 | $193.15 | $265.06 | $71.9 | $161.1 | | 2021 | $3,110,797 | $3,240,689 | $1,083,644 | $1,297,167 | $150.75 | $251.60 | $92.6 | $188.6 |
Pay vs. Performance
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. John C. Hadjipateras, 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 Mr. John C. Hadjipateras as computed in accordance with Item 402(v) of Regulation S-K (“CAP”). The reconciliation of the Summary Compensation Table Total to Compensation Actually Paid to PEO is as follows: |
Pay vs. Performance
| | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $4,296,185 | $2,585,370 | $2,359,438 | $3,110,797 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (2,381,285) | (1,023,220) | (794,363) | (1,224,997) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 2,166,567 | 905,520 | 519,100 | - | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 505,794 | 202,511 | 21,998 | 142,987 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | 793,771 | 379,422 | 316,588 | 1,224,997 | | 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 | 515,952 | 48,814 | 25,718 | (13,095) | | (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 Prior to the Vesting Date on Equity Awards Not Otherwise Reflected in Total Compensation | - | - | - | - | | Compensation Actually Paid | $5,896,984 | $3,098,417 | $2,448,479 | $3,240,689 |
Pay vs. Performance
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for our non-PEO NEOs as a group in the “Total” column of the SCT for each applicable year. The non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: Messrs. John C. Lycouris, Theodore B. Young, Tim T. Hansen, and Alexander C. Hadjipateras. |
Pay vs. Performance
| (4) The dollar amounts reported in column (e) represent the average amount of CAP for the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The reconciliation of the Average Summary Compensation Table Total to Compensation Actually Paid to Non-PEO NEOs is as follows: |
Pay vs. Performance
| | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $1,920,336 | $1,328,276 | $1,020,559 | $1,083,644 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (869,835) | (463,455) | (224,614) | (292,481) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 732,336 | 406,088 | 176,966 | 410,313 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 207,113 | 122,661 | 36,975 | 63,814 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | 331,046 | 162,815 | 62,228 | 35,919 | | 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 | 235,571 | 28,141 | 21,823 | (4,042) | | (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 Prior to the Vesting Date on Equity Awards Not Otherwise Reflected in Total Compensation | - | - | - | - | | Compensation Actually Paid | $2,556,567 | $1,584,526 | $1,093,937 | $1,297,167 |
Pay vs. Performance
| (5) The dollar amounts reported in column (g) represent the weighted peer group total shareholder return, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group consists of the following direct competitors on a line-of-business basis: BWLPG, NVGS and Avance. NVGS’s common stock trades on the New York Stock Exchange, while the common stock of Avance and BWLPG primarily trade on the Oslo Stock Exchange in NOK. For the purposes of the below comparison, the returns for Avance and BWLPG were converted into U.S. dollars based on the relevant NOK to USD exchange rate. |
Pay vs. Performance
| (6) The dollar amounts reported in column (i) represent Adjusted EBITDA as defined and presented in the CD&A above. |
Pay vs. Performance
The Company operates in the LPG 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, 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 LPG stock performance.