DEF 14A of Dorian LPG Ltd.
Filed Jul 22, 2025 · FY20250001558370-25-009356
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 I and II directors will expire in 2026 and 2027, respectively, and the term of our Class III 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, reduced from eight to seven directors effective September 13, 2023, and increased from seven to eight directors effective October 23, 2024. Our Class III directors, whose terms expire at the annual meeting of shareholders in 2025, are currently John C. Hadjipateras, Malcolm McAvity and Mark Ross. 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. Mr. Ross was appointed by the Board as a director effective October 2024. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board after due consideration has nominated Messrs. Hadjipateras, McAvity and Ross for re-election as Class III directors to serve until the Company’s annual meeting of shareholders in 2028, and until such director’s successor is elected and has qualified. 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. Our Class II directors, whose terms expire at the annual meeting of shareholders in 2027, 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 2014. Messrs. Lorentzen, Kalborg and Lycouris were re-elected at the Company’s 2024 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, Messrs. Hadjipateras, McAvity and Ross. 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 2028 Annual Meeting of Shareholders
Nominees for Re-election for a Three-Year Term Expiring at the 2028 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 2028 Annual Meeting of Shareholders
| Name | Age | Principal Occupation | | John C. Hadjipateras | 75 | President and Chief Executive Officer of Dorian LPG Ltd.; President, Dorian LPG (USA) LLC | | Malcolm McAvity | 74 | Retired Vice Chairman of Phibro LLC | | Mark Ross | 62 | Retired President of Chevron Shipping Company |
Nominees for Re-election for a Three-Year Term Expiring at the 2028 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. Mr. Ross has served as a director of the Company since October 2024. He enjoyed a distinguished 34-year career at Chevron Corporation, advancing through various roles across Chevron’s downstream, upstream, trading, and shipping organizations. From May 2015 to May 2024, he served as president of Chevron Shipping Company, where his responsibilities included overseeing a 2,000-person global workforce and ensuring the safe and efficient operation of a modern fleet of 30 ships to transport crude oil, LNG, LPG, and refined products for Chevron operations around the globe. Mr. Ross holds a Bachelor of Science in Chemical Engineering from the University of California at Berkeley, a Master of Science in Chemical Engineering from the University of Illinois at Urbana-Champaign, and a Master of Business Administration from the University of California at Berkeley. Mr. Ross is a director of the American Bureau of Shipping (ABS). He is also a past chairman of the Oil Companies International Marine Forum (OCIMF) and the Society of International Gas Tanker and Terminal Operators (SIGTTO). We believe that Mr. Ross’s experience in the maritime and shipping industries provides him with the qualifications and skills to serve 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 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 | 72 | Chief Executive Officer, MT Maritime Management (USA) LLC | | Marit Lunde | 58 | 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) through March 31, 2023. Since February 2025, Ms. Tan has been a director of Pangaea Logistics Solutions. 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.
Directors Continuing in Office Until the 2027 Annual Meeting of Shareholders
Directors Continuing in Office Until the 2027 Annual Meeting of Shareholders Set forth in the table below is a list of our directors continuing in office until the 2027 annual meeting, together with certain biographical information, including their ages as of the date of this Proxy Statement.
Directors Continuing in Office Until the 2027 Annual Meeting of Shareholders
| Name | Age | Principal Occupation | | Øivind Lorentzen | 75 | Managing Director, Northern Navigation, LLC | | John Lycouris | 75 | Head of Energy Transition and Chief Executive Officer of Dorian LPG (USA) LLC | | Ted Kalborg | 74 | Founder, Tufton Oceanic Group |
Directors Continuing in Office Until 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.
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, 2025, 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 | | Ted Kalborg | $- | $123,116 | $123,116 | | Øivind Lorentzen | $- | $116,280 | $116,280 | | Marit Lunde | $- | $119,698 | $119,698 | | Malcolm McAvity | $- | $123,116 | $123,116 | | Mark Ross(3) | $- | $62,507 | $62,507 | | Christina Tan | $- | $119,698 | $119,698 |
Director Compensation
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Director Compensation
| (1) Represents cash compensation earned for services rendered as a director for the fiscal year ended March 31, 2025. |
Director Compensation
| (2) Represents equity compensation for services rendered as a director for the fiscal year ended March 31, 2025. The value of each stock award equals the grant date fair value of $22.34 per share on March 31,2025. |
Director Compensation
| (3) Ms. Ross was granted a prorated amount of shares based on his services rendered as a director from October 23, 2024 through March 31, 2025. |
Core Principles
| ● | Alignment with Shareholders: We tie executive pay to both short- and long-term shareholder value creation. |
Core Principles
| ● | Performance-Driven Rewards: We incentivize achieving annual and long-term business objectives. |
Core Principles
| ● | Individualized Pay: Compensation reflects each executive’s role, contributions, and market benchmarks. |
Executive Compensation Practices & Governance
| ✅ What We Do | ❌ What We Don’t Do | | Pay for Performance – Align compensation with company and individual performance | No Guaranteed Bonuses – Annual incentives are not guaranteed regardless of performance | | Use Performance-Based Equity Awards – Introduced PSUs tied to performance metrics | No Tax Gross-Ups – Especially for excise taxes on change-in-control payments | | Clawback Policies – Ability to recover compensation in cases of misconduct or restatements | No Excessive Perquisites – Limit on personal use of corporate assets, travel, etc. | | Independent Compensation Committee – Composed entirely of independent directors | No Single-Trigger Change-in-Control Payments – Require termination to trigger severance | | Use Independent Compensation Consultant – Retained directly by the compensation committee | No Employment Contracts with Long-Term Guarantees – No multi-year guaranteed terms | | Regular Peer Benchmarking – Compare pay with a relevant peer group | No Automatic Salary Increases – Base salaries are reviewed and adjusted based on performance | | Cap Incentive Payouts – Introduced formulaic bonus program with maximum payouts | No Overreliance on Short-Term Metrics – Balanced use of long- and short-term incentives | | Annual Say-on-Pay Votes – Solicit shareholder input on pay practices | | | Disclose Pay vs. Performance Alignment – Per SEC rules and shareholder expectations | |
Compensation Committee’s Role
| ● | Market data on competitive compensation trends. |
CEO’s Role in Compensation Decisions
| ● | market compensation benchmarks; |
How We Benchmark Executive Compensation
How We Benchmark Executive Compensation Our Compensation Committee regularly reviews executive pay at similar companies to ensure our compensation remains competitive and aligned with market trends. Our goal is to offer total compensation—salary, bonuses, and incentives—that matches what comparable companies provide to attract and retain top talent.
Compensation Peer Group Selection
Compensation Peer Group Selection Each year, the Compensation Committee reviews and selects a group of publicly traded companies (the “Compensation Peer Group”) to serve as a reference point for evaluating the competitiveness and appropriateness of our executive compensation program. Companies are selected based on several key criteria, including:
Compensation Peer Group Selection
| ● | Similarity in industry focus and operational characteristics; |
Compensation Peer Group Selection
| ● | Comparable size in terms of revenue and market capitalization; and |
Compensation Peer Group Selection
| ● | Competition for executive talent in similar markets. |
Compensation Peer Group Selection
For Fiscal Year 2025, the Compensation Peer Group consisted of nine publicly traded companies, both domestic and international, listed below. The composition of the peer group remained largely consistent with the prior year, with the exception of Eagle Bulk Shipping, Inc., which was removed following its acquisition and is no longer available for comparison purposes.
Use of Peer Group Data
Use of Peer Group Data While peer group data is an important input in the Compensation Committee’s decision-making process, it is not the sole determinant of compensation levels. A number of our direct competitors are private or non-U.S. companies that do not disclose comprehensive executive compensation information, which limits the available benchmarking data. Accordingly, the Committee does not target a specific percentile within the peer group. Instead, peer group data is considered alongside broader market compensation surveys, as well as assessments of company and individual performance, to inform pay decisions for our NEOs. This multi-faceted approach supports a compensation program that is competitive within our industry, aligned with our performance objectives, and responsive to the unique context of our business.
Fiscal Year 2025 Peer Group
Fiscal Year 2025 Peer Group The Peer Group for Fiscal Year 2025 consisted of the following nine publicly-traded international and domestic shipping companies:
Fiscal Year 2025 Peer Group
| Bristow Group, Inc. | Kirby Corporation | Pangaea Logistics Solutions, Ltd. | | Genco Shipping & Trading Ltd. | Matson, Inc. | SEACOR Marine Holdings Inc. | | International Seaways, Inc. | Overseas Shipholding Group, Inc. | Tidewater Inc. |
Fiscal Year 2025 Peer Group
As part of the 2025 annual compensation review, the Compensation Committee assessed the total direct compensation and base salaries for each of our NEOs—Messrs. J. Hadjipateras, Lycouris, Young, Hansen, and A. Hadjipateras. In making its determinations, the Committee considered current market conditions, peer group benchmarking, internal recommendations (excluding the CEO’s own compensation), and the need to retain proven leadership critical to executing our strategy. Following this evaluation, the Committee approved base salary adjustments for certain NEOs to ensure alignment with market standards and to further support the Company’s objectives of performance-driven compensation and long-term shareholder value creation. Named Executive Officer Base Salary Increases for Fiscal Year 2025 On July 3, 2024, the Compensation Committee approved the following with respect to annual base salaries for the following named executive officers, effective April 1, 2024: (i) a base salary increase for John C. Hadjipateras from $650,000 to $750,000, (ii) a base salary increase for John C. Lycouris from $550,000 to $600,000, (iii) a base salary increase for Theodore B. Young from $550,000 to $600,000, (iv) a base salary increase for Tim T. Hansen from DKK 3,900,000 to DKK 4,150,000,(2) and (v) a base salary increase for Alexander C. Hadjipateras from $370,000 to $425,000. The following table summarizes Fiscal Year 2025 base salaries for our NEOs.
Fiscal Year 2025 Peer Group
| Name | Fiscal Year 2025 Salary | | John C. Hadjipateras | $750,000 | | John C. Lycouris | $600,000 | | Theodore B. Young | $600,000 | | Tim T. Hansen(1) | $601,750 | | Alexander C. Hadjipateras | $425,000 |
Fiscal Year 2025 Peer Group
| (1) Based on a conversion rate of 1 DKK = 0.145 USD, which was the spot conversion rate used for purposes of the Committee’s approval of the applicable compensation item, Mr. Tim T. Hansen’s base salary increased from $565,500 to $601,750. |
Annual Cash Incentive Compensation
Annual Cash Incentive Compensation Overview Our NEOs are eligible to receive annual cash incentive awards designed to recognize and reward performance against key business objectives. These short-term incentive opportunities serve to align management’s efforts with the Company’s strategic goals, driving both near-term execution and progress toward long-term value creation. Fiscal Year 2025 Incentive Structure For Fiscal Year 2025, the Compensation Committee evaluated NEO performance and approved discretionary annual cash bonuses based on a combination of quantitative and qualitative performance criteria. Performance Metrics and Weighting For Fiscal Year 2025, the following metrics were used as a reference framework in assessing bonus eligibility:
Annual Cash Incentive Compensation
| ● | EBITDA (40%): Reflects the Company's core financial performance; |
Annual Cash Incentive Compensation
| ● | Safety (25%): Ensures operational safety remains at the core of the business; and |
Annual Cash Incentive Compensation
| ● | Individual Performance (35%): – Assesses executive’s contribution to strategic priorities, leadership, and execution of role-specific responsibilities. |
Annual Cash Incentive Compensation
Cash Bonus Awards for Fiscal Year 2025 Performance In recognition of the NEOs’ contributions to the Company during Fiscal Year 2025 (April 1, 2024 – March 31, 2025), the Compensation Committee approved the formula for the cash bonus awards on April 23, 2025. These awards will be recognized for accounting purposes in the first quarter of Fiscal Year 2026, in accordance with the Company's financial reporting practices. The bonus amounts are detailed in the following table:
Annual Cash Incentive Compensation
| Name | Cash Bonus Awarded(1) | | John C. Hadjipateras | $1,312,500 | | John C. Lycouris | $1,050,000 | | Theodore B. Young | $1,050,000 | | Tim T. Hansen | $1,044,663(2) | | Alexander C. Hadjipateras | $743,750 |
Annual Cash Incentive Compensation
| (1) In recognition of the officers’ contributions to the Company for Fiscal Year 2025. |
Annual Cash Incentive Compensation
| (2) Based on a conversion rate of 1 DKK = 0.144 USD. |
Annual Cash Incentive Compensation
Planned Transition to a Formula-Based Incentive Framework For Fiscal Year 2025, the Compensation Committee transitioned to a formula-driven structure and plans to continue to utilize this formulaic structure in Fiscal Year 2026. This enhanced framework includes the following key features:
Annual Cash Incentive Compensation
| ● | Clearly defined performance goals aligned with strategic and operational priorities; |
Annual Cash Incentive Compensation
| ● | Pre-established threshold, target, and maximum performance levels; and |
Annual Cash Incentive Compensation
| ● | Built-in payout leverage to provide appropriate incentive for outperformance and accountability for underperformance. |
Annual Cash Incentive Compensation
These enhancements reflect the Committee’s commitment to aligning the Company’s compensation practices with evolving market standards and corporate governance best practices. By formalizing performance criteria, assigning explicit weightings, and incorporating a structured payout curve, the revised program will strengthen the alignment between executive pay and Company performance. In addition, these changes are expected to enhance transparency and predictability, giving shareholders greater insight into the performance objectives driving incentive compensation and the rationale behind award determinations. The enhanced program will reinforce the Company’s focus on accountability and long-term value creation.
Equity-Based Compensation
Equity-Based Compensation Equity compensation is a central element of our executive pay program and is designed to support our long-term business strategy, promote alignment with shareholder interests, and retain key leadership talent. The Compensation Committee believes that granting equity awards to executives helps foster a long-term ownership mindset, encourages decision-making that supports sustainable performance, and discourages excessive short-term risk-taking. The equity program is built around three key objectives. First, it aligns the interests of our executives with those of our shareholders by linking a meaningful portion of compensation to the performance of our stock. Second, it promotes long-term growth by rewarding executives for sustained contributions to company performance and shareholder value creation. And third, it helps ensure leadership stability by providing retention incentives that encourage continuity in our senior management team. Each year, the Compensation Committee determines the size of individual equity awards by considering a range of factors. These include the executive’s individual performance and contributions during the prior year, the scope and strategic importance of their role, and input from our Chief Executive Officer for executives other than himself. The Committee also reviews market data and peer company practices to ensure our equity grants remain competitive within the shipping industry and broader market. For Fiscal Year 2025, the Committee continued to use time-based restricted stock as the sole form of long-term equity compensation for our Named Executive Officers (NEOs). In a capital-intensive and often unpredictable industry like ours, time-based equity provides an effective balance of retention and motivation while also delivering a clear and direct link to shareholder value. On August 5, 2024, the Compensation Committee granted annual long-term equity awards for our NEOs. These awards vest in three equal installments: one-third on the grant date, with the remaining two-thirds vesting on the first and second anniversaries of the grant date. This vesting schedule is intended to recognize past contributions while reinforcing a continued commitment to the Company’s long-term strategic goals.
Equity-Based Compensation
| | | Restricted Stock Awards and Restricted Stock Units | | | Name | Grant Date | Number of shares or units of stock granted | Grant date fair value of shares or units of stock(1) | | John C. Hadjipateras | 8/5/2024 | 84,500 | $3,140,020 | | John C. Lycouris | 8/5/2024 | 30,000 | $1,114,800 | | Theodore B. Young | 8/5/2024 | 33,000 | $1,226,280 | | Tim T. Hansen | 8/5/2024 | 25,000 | $929,000 | | Alexander C. Hadjipateras | 8/5/2024 | 30,000 | $1,114,800 |
Equity-Based Compensation
Transition to Include Performance-Based LTI Awards Beginning FY2026 For Fiscal Year 2026, the Compensation Committee took a significant step in the evolution of our executive compensation program by introducing performance-based equity awards as part of our Long-Term Incentive (“LTI”) structure. Historically, our LTI program consisted solely of time-based restricted stock, which has served us well in retaining leadership and encouraging long-term value creation. The Committee determined that a more performance-oriented approach would better support shareholder interests and further align executive pay with measurable results. The shift to performance-based equity reflects the Committee’s belief that a meaningful portion of executive compensation should be directly tied to the achievement of specific outcomes that enhance shareholder value over the long term. In adopting this structure, the Committee aimed to foster a stronger pay-for-performance culture, strengthen accountability at the senior leadership level, and ensure our compensation practices remain competitive within the capital-intensive and highly cyclical shipping industry. Beginning in Fiscal Year 2026 (in relation to services performed in Fiscal Year 2025), LTI awards for our Named Executive Officers will be determined based on a pre-established target value, approved by the Compensation Committee, and expressed as a percentage of each executive’s base salary. Under this structure, 20% of the total LTI award value will be granted in the form of performance-based restricted stock units (“PSUs”), with the remaining 80% awarded as time-based restricted stock. This initial allocation represents the first phase of a multi-year transition, during which the Committee intends to gradually increase the proportion of performance-based awards. This phased approach enables the Committee to assess and refine performance metrics, strengthen alignment with long-term strategic objectives, and preserve effective retention incentives throughout the transition. The performance-based awards are designed to vest at the end of a multi-year performance period, contingent upon the achievement of two carefully selected metrics: Return on Net Invested Capital (“RONIC”) and relative Total Shareholder Return (“TSR”). RONIC was chosen for its ability to measure how efficiently the Company generates returns on net invested capital—an especially relevant consideration in our asset-heavy industry. Relative TSR provides a market-based lens on performance by comparing our stock performance, including dividends, against that of a defined group of peer companies in the shipping sector. Together, these metrics provide a balanced view of financial discipline and market competitiveness, both of which are critical to long-term value creation. To reinforce accountability and ensure a clear link between performance and payout, these awards are structured with defined thresholds. Executives may earn a portion of the target award if minimum performance is achieved, receive the full award at target performance, and earn a maximum payout of up to 200% of the target shares for superior performance. Final vesting is subject to the Compensation Committee’s certification of results following the performance period. The Committee believes that introducing performance-based awards represents an important evolution in our executive compensation design. It supports a more rigorous and transparent alignment between pay and performance, and enhances our ability to attract, retain, and motivate leadership capable of driving long-term growth and value creation. As we continue this multi-year transition, we remain committed to refining our approach in response to business needs, shareholder expectations, and best practices in executive pay. In relation to services performed in FY 2025, the Compensation Committee will award each of the NEOs equity grants of approximately (1) for Mr. J. Hadjipateras, 275% of his base salary; (2) for Mr. Young, 200% of his base salary; and (3) for Messrs. Lycouris, Hansen, and A. Hadjipateras, 175% of their respective base salaries, using in each case a reference stock price based on 90-day VWAP through March 31, 2025. These equity grants were divided as 80% time based and 20% PSUs.
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. On June 30, 2023, 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 his continued employment as Managing Director of DORMACO. The Employment Agreement provides that DORMACO may, at its discretion, request 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. 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. On August 1, 2018, Tim Hansen and Dorian LPG (DK) ApS., (“DLPG DK”) an indirect wholly-owned subsidiary of the Company, entered into the Employment Agreement of indefinite duration which sets forth the terms of his continued employment at DLPG DK.
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 in 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.
Retirement Benefits
Retirement Benefits We provide retirement plan benefits, discussed in this section below, that we believe are customary in our industry. We provide them to remain competitive in retaining talent and attracting new talent to join us. 401(k) Savings Plan We provide all qualifying full-time employees with the opportunity to participate in our tax-qualified 401(k) savings plan. The plan allows employees to defer receipt of earned salary, up to tax law limits, on a tax-advantaged basis. Accounts may be invested in a wide range of mutual funds. Up to tax law limits, we provide a 3% of salary safe harbor contribution for U.S. employees. Nonqualified Deferred Compensation We contribute to retirement accounts for certain Denmark-based employees, including Mr. Hansen based on a percentage of their annual salaries. Tax Consideration As part of its role, the Compensation Committee reviews and considers the expected tax treatment to the Company and its executive officers as one of the factors in determining compensation matters. For Fiscal Year 2025 our gross U.S. source income was exempt from tax under Code section 883 and thus deductions for executive compensation are not relevant to the Company’s U.S. federal income tax positions. If the Company is not exempt from U.S. federal income taxation by reason of Code section 883 and is subject to U.S. federal income taxation on a net income basis, the deduction of certain items of compensation paid to certain of our executives or former executives may be limited. The Compensation Committee has taken, and intends to continue to take, actions, as appropriate, to attempt to minimize, if not eliminate, the Company’s non-deductible compensation expense within the context of maintaining the flexibility that the Compensation Committee believes to be an important element of the Company’s executive compensation program. Risk Assessment As part of its oversight responsibilities, the Compensation Committee regularly reviews the Company’s executive compensation program to evaluate whether it encourages excessive or inappropriate risk-taking that could have a material adverse effect on the Company. Based on its most recent assessment, the Committee believes that the current compensation structure is well-designed to support prudent decision-making, promote accountability, and align with the Company’s long-term strategic objectives and risk profile. The Committee has taken deliberate steps to ensure that the design of the program balances performance incentives with appropriate safeguards. Incentive compensation is not based solely on rigid formulas or short-term performance metrics. Instead, annual awards are determined through a comprehensive evaluation of multiple factors, including company-wide financial results, individual executive contributions, and progress on strategic initiatives. This approach allows for discretion and judgment, which reduces the risk that executives will focus narrowly on a single performance goal at the expense of broader business priorities. Further mitigating risk is the use of diversified performance criteria. No single metric has an outsized influence on compensation outcomes, which helps prevent overemphasis on any one area of performance. Instead, the Committee considers a blend of financial, operational, and strategic factors that reflect both short-term execution and long-term value creation. A substantial portion of executive compensation is also delivered in the form of long-term equity awards, which vest over multiple years. This structure reinforces alignment with shareholders by encouraging executives to focus on sustainable company performance and stockholder value over time, rather than on short-term stock price fluctuations or near-term financial targets. Importantly, all executive compensation decisions are subject to the independent oversight of the Compensation Committee, which is composed entirely of directors who meet the independence standards of the New York Stock Exchange. The Committee reviews the compensation program in light of its potential impact on the Company’s risk profile and ensures that any incentive structures remain aligned with long-term business objectives and shareholder interests. The Compensation Committee’s risk assessment confirms that the executive compensation program does not create risks that are reasonably likely to have a material adverse effect on the Company. Through a combination of balanced performance metrics, long-term incentives, and strong governance practices, the program is structured to encourage responsible leadership and support sustained shareholder value creation.
Summary Compensation Table
Summary Compensation Table The table below sets forth the compensation paid to 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) | 2025 | $750,000 | $1,403,500 | $3,140,020 | $11,100 | $5,304,620 | | President, Chairman, | 2024 | $650,000 | $1,255,000 | $2,381,285 | $9,900 | $4,296,185 | | and Chief Executive Officer | 2023 | $650,000 | $903,000 | $1,023,220 | $9,150 | $2,585,370 | | John Lycouris(5) | 2025 | $600,000 | $553,500 | $1,114,800 | $10,725 | $2,279,025 | | Head of Energy Transition and | 2024 | $550,000 | $455,000 | $986,300 | $9,900 | $2,001,200 | | Chief Executive Officer, Dorian LPG (USA) LLC | 2023 | $550,000 | $353,000 | $423,400 | $9,150 | $1,335,550 | | Theodore B. Young | 2025 | $600,000 | $553,500 | $1,226,280 | $10,725 | $2,390,505 | | Treasurer and Chief Financial Officer | 2024 | $550,000 | $555,000 | $934,890 | $9,900 | $2,049,790 | | | 2023 | $550,000 | $303,000 | $465,740 | $9,525 | $1,328,265 | | Tim T. Hansen(6) | 2025 | $596,969 | $578,844 | $929,000 | $179,105 | $2,283,918 | | Chief Commercial Officer | 2024 | $567,570 | $477,778 | $708,250 | $323,936 | $2,077,534 | | | 2023 | $530,250 | $318,041 | $493,680 | $204,019 | $1,545,990 | | Alexander C. Hadjipateras | 2025 | $425,000 | $303,500 | $1,114,800 | $10,762 | $1,854,062 | | Chief Operating Officer, | 2024 | $370,735 | $304,889 | $849,900 | $27,296 | $1,552,820 | | Senior Executive Vice President Dorian LPG (USA) LLC | 2023 | $370,000 | $253,000 | $471,000 | $9,300 | $1,103,300 | | 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. J. 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. |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The table below sets forth the equity and non-equity incentive awards granted to our named executive officers during the Fiscal Year 2025.
Grants of Plan-Based Awards Table
| | | Restricted Stock Awards and Restricted Stock Units | | | Name | Grant Date | Number of shares or units of stock granted | Grant date fair value of shares or units of stock(1) | | John C. Hadjipateras | 8/5/2024 | 84,500 | $3,140,020 | | John C. Lycouris | 8/5/2024 | 30,000 | $1,114,800 | | Theodore B. Young | 8/5/2024 | 33,000 | $1,226,280 | | Tim T. Hansen | 8/5/2024 | 25,000 | $929,000 | | Alexander C. Hadjipateras | 8/5/2024 | 30,000 | $1,114,800 |
Grants of Plan-Based Awards Table
| (1) Represents the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. |
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, 2025, 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 | 8/5/2024 | 56,333(2) | $1,258,479 | | | 9/15/2023 | 4,000(3) | 89,360 | | | 8/5/2023 | 24,166(4) | $539,868 | | John C. Lycouris | 8/5/2024 | 20,000(2) | $446,800 | | Theodore B. Young | 8/5/2024 | 22,000(2) | $491,480 | | | 8/5/2023 | 11,000(4) | $245,740 | | Tim T. Hansen | 8/5/2024 | 16,666(2) | $372,318 | | | 8/5/2023 | 8,333(4) | $186,159 | | Alexander C. Hadjipateras | 8/5/2024 | 20,000(2) | $446,800 | | | 8/5/2023 | 10,000(4) | $223,400 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Fair market value of our common stock on March 31, 2025. The amount listed in this column represents the product of the closing market price of the Company’s stock as of March 31, 2025 ($22.34) multiplied by the number of shares or units of stock subject to the award. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Granted on August 5, 2024 and vests ratably and in three equal installments commencing on August 5, 2024 and on subsequent anniversaries of August 5, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Granted on September 15, 2023 and vests ratably and in three equal installments commencing on September 15, 2023 and on subsequent anniversaries of August 5, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Granted on August 5, 2023 and vests ratably and in three equal installments commencing on August 5, 2023 and on subsequent anniversaries of August 5, 2023. |
Options Exercised and Stock Vested
Options Exercised and Stock Vested The following table provides information for the year ended March 31, 2025 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, 2025 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(1) | | John C. Hadjipateras | - | - | 80,500 | $2,991,380 | | John C. Lycouris | - | - | 37,500 | $1,393,500 | | Theodore B. Young | - | - | 33,000 | $1,226,280 | | Tim T. Hansen | - | - | 27,667 | $1,028,106 | | Alexander C. Hadjipateras | - | - | 30,000 | $1,114,800 |
Options Exercised and Stock Vested
| (1) Restricted stock awards and restricted stock units vested on August 5, 2024 at a market price of $37.16. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We contribute to retirement accounts for certain United Kingdom and Denmark-based employees based on a percentage of their annual salaries.
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 2025 was $5,304,620, as reflected in the Summary Compensation Table included in this proxy Statement, and was approximately 37.3 times the Median Employee’s annual total compensation for the fiscal year ended March 31, 2025 of $142,311. 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, 2025, 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) | | 2025 | $5,304,620 | $3,947,696 | $2,201,878 | $1,763,338 | $524.84 | $593.49 | $90.2 | $206.0 | | 2024 | 4,296,185 | 5,896,984 | 1,920,336 | 2,556,567 | 805.83 | 558.98 | 307.4 | 417.4 | | 2023 | 2,585,370 | 3,098,417 | 1,328,276 | 1,584,526 | 362.21 | 347.40 | 172.4 | 271.4 | | 2022 | 2,359,438 | 2,448,479 | 1,020,559 | 1,093,937 | 193.15 | 286.75 | 71.9 | 161.1 | | 2021 | $3,110,797 | $3,240,689 | $1,083,644 | $1,297,167 | $150.75 | $236.20 | $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
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $5,304,620 | $4,296,185 | $2,585,370 | $2,359,438 | $3,110,797 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (3,140,020) | (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 | 1,258,479 | 2,166,567 | 905,520 | 519,100 | - | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | (454,036) | 505,794 | 202,511 | 21,998 | 142,987 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | 1,046,686 | 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 | (68,033) | 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 | $3,947,696 | $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
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $2,201,878 | $1,920,336 | $1,328,276 | $1,020,559 | $1,083,644 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (1,096,220) | (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 | 439,350 | 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 | (118,212) | 207,113 | 122,661 | 36,975 | 63,814 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | 365,413 | 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 | (28,871) | 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 | $1,763,338 | $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 and NVGS. NVGS’s common stock trades on the New York Stock Exchange, while the common stock of BWLPG primarily trades on the Oslo Stock Exchange in NOK. For the purposes of the comparison, the returns for Avance and BWLPG were converted into U.S. dollars based on the relevant NOK to USD exchange rate. Avance was removed from the peer group due to its liquidation in early 2025. |
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.