DEF 14A of Pangaea Logistics Solutions Ltd., Mar 27, 2026

DEF 14A of Pangaea Logistics Solutions Ltd.

Filed Mar 27, 2026 · FY20250001628280-26-021725

Open on EDGAR

  1. Q. What are my voting choices when voting for director nominees, and what vote is needed to elect directors?

    Q. What are my voting choices when voting for director nominees, and what vote is needed to elect directors? A. In voting on the election of four Class III director nominees to serve until the 2029 annual meeting of shareholders, one Class I director nominee to serve until the 2027 annual meeting of shareholders, and one Class II director nominee to serve until the 2028 annual meeting of shareholders, shareholders may vote in one of the following ways: •FOR an individual nominee; •AGAINST an individual nominee; or •WITHHOLD with respect to an individual nominee. Under our majority voting standard, a director nominee must receive more votes cast “FOR” than “AGAINST” his or her election in order to be elected. Abstentions and broker non-votes will have no effect on the outcome of the vote. Our Board of Directors unanimously recommends that shareholders vote “FOR” the election of all nominees.

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  3. Members of Our Board

    Members of Our Board The following sets forth certain information concerning the persons who serve as the Company’s directors or are nominated for election:

  4. Members of Our Board

    | Name | Age | Position | | Mads Rosenberg Boye Petersen | 46 | Chief Executive Officer and Director | | Carl Claus Boggild | 69 | Lead Independent Director | | Richard T. du Moulin | 79 | Director, Chair of the Board | | Eric S. Rosenfeld | 68 | Director | | David D. Sgro | 50 | Director | | Anthony Laura | 74 | Director | | Karen H. Beachy | 55 | Director | | Gary Vogel | 60 | Director | | Paul M. Leand, Jr. | 59 | Director | | Eugene I. Davis | 71 | Director |

  5. Members of Our Board

    Biographical information concerning the directors listed above is set forth below.

  6. Class I Directors

    Class I Directors Eric S. Rosenfeld Mr. Rosenfeld has served as a director of the Company since 2014. Eric Rosenfeld of New York, New York, U.S.A., has been the President and Chief Executive Officer of Crescendo Partners, L.P., a New York based investment firm, since its formation in November 1998. Prior to forming Crescendo Partners, he held the position of Managing Director at CIBC Oppenheimer and its predecessor company Oppenheimer & Co., Inc. for 14 years. Mr. Rosenfeld currently serves on the board at Aecon Group, Inc., a construction company, and Algoma Steel, Inc., a fully integrated producer of hot and cold rolled steel products. Mr. Rosenfeld has also served as Chairman and CEO for Arpeggio Acquisition Corporation, Rhapsody Acquisition Corporation, Trio Merger Corp, Quartet Merger Corp and Harmony Merger Corp., all blank check corporations that later merged with Hill International, Primoris Services Corporation, SAExploration Holdings, Pangaea Logistics Solutions Ltd and NextDecade Corporation respectively. Mr. Rosenfeld has also served as the Chief SPAC Officer of Legato Merger Corp and Legato Merger Corp II., blank check corporations that later merged with Algoma Steel, Inc. and Southland Holdings, respectively. Mr. Rosenfeld is currently the Chief SPAC Officer of Legato Merger Corp. III and Legato Merger Corp IV., blank check corporations. Mr. Rosenfeld is also currently the CEO of Allegro Merger Corp, a non-listed shell company. He was also a director of Primo Water Corp, a water delivery and filtration company, CPI Aero (Chairman Emeritus), a company engaged in the contract production of structural aircraft parts, Canaccord Genuity Group, a full-service financial services company, NextDecade Corporation, a development stage company building natural gas liquefaction plants, Absolute Software Corp., a leader in firmware-embedded endpoint security and management for computers and ultraportable devices, AD OPT Technologies, an airline crew planning service, Sierra Systems Group Inc., an information technology, management consulting and systems integration firm, Emergis Inc., an electronic commerce company, Hill International, a construction management firm, Matrikon Inc. a company that provides industrial intelligence solutions, DALSA Corp., a digital imaging and semiconductor firm, HIP Interactive, a video game company, GEAC Computer, a software company, Computer Horizons Corp. (Chairman), an IT services company, Pivotal Corp, a cloud software firm, Call-Net Enterprises, a telecommunication firm, Primoris Services Corporation, a specialty construction company, and SAExploration Holdings, a seismic exploration company. Mr. Rosenfeld is an adjunct professor at Columbia Business School and has served on numerous panels at Queen’s University Business Law School Symposia, McGill Law School, the World Presidents’ Organization, and the Value Investing Congress. He is a senior faculty member at the Director’s College. He is a guest lecturer at Tulane Law School. He has also been a regular guest host on CNBC. Mr. Rosenfeld received an A.B. in economics from Brown University and an M.B.A. from the Harvard Business School. The board nominated Mr. Rosenfeld to be a director because he has extensive experience serving on the boards of multinational public companies and in capital markets and mergers and acquisitions transactions. Mr. Rosenfeld also has valuable experience in the operation of a worldwide business faced with a myriad of international business issues. Mr. Rosenfeld’s leadership and consensus-building skills, together with his experience as senior independent director of all boards on which he currently serves, make him an effective board member. Mads Rosenberg Boye Petersen Mr. Petersen has served as a director of the Company since 2026, and serves as Chief Executive Officer of the Company, responsible for the strategic direction, commercial development, execution, and Safety. Before being appointed CEO, Mr. Petersen served as Chief Operating Officer since April 2022, during which he oversaw the business's commercial, operational, and technical functions. His previous role was MD for the wholly owned subsidiary Nordic Bulk Carriers, a position he held since 2009. Mr. Petersen spearheaded the development of the ice-class service offering, which Pangaea now holds a market-leading position in. His experience includes customer-facing activities, ESG initiatives, and the development of vessel performance optimization strategies. Before joining Pangaea, Mr. Petersen held various operational and management roles in the dry bulk industry. Mr. Petersen earned an Executive MBA in Shipping and Logistics from Copenhagen Business School, as well as various courses in Strategy and Artificial Intelligence. Anthony Laura. Mr. Laura is a founder of Pangaea, has served as a director of the Company since 2017, and served as its Chief Financial Officer from the Company's inception until his retirement in April 2017. Prior to co-founding Bulk Partners Ltd., the predecessor to Pangaea, in 1996, Mr. Laura spent 10 years as CFO of Commodity Ocean Transport Corporation (COTCO). Mr. Laura also served as Chief Financial Officer at Navinvest Marine Services from 1986 to 2002. Mr. Laura is a graduate of Fordham University.

  7. Class II Directors

    Class II Directors Carl Claus Boggild. Mr. Boggild is a founder of Pangaea and served as its President (Brazil) from the Company's inception until his retirement in 2016. He has served as a director of the Company since 2014. Prior to co-founding Bulk Partners Ltd., the predecessor company to Pangaea, in 1996, Mr. Boggild was Director of Chartering and Operations at the Korf Group of Germany. He also was a partner at Trasafra Ltd., a Brazilian agent for the largest independent grain parcel operator from Argentina and Brazil to Europe. He worked for Hudson Trading and Chartering where he was responsible for Brazilian related transportation services. As President of COTCO, he was responsible for the operations of its affiliate Handy Bulk Carriers Corporation. Prior to becoming President of COTCO, Mr. Boggild was an Executive Vice President and was responsible for its Latin American operations. Mr. Boggild holds a diploma in International Maritime Law. Mr. Boggild’s qualifications to sit on our board include his operational experience and deep knowledge of the shipping industry. Mr. Boggild serves as the Board's Lead Independent director. David D. Sgro. Mr. Sgro has served as a director of the Company since 2014. Mr. Sgro served as Quartet’s chief financial officer, secretary, and a member of its Board of Directors. He has been the Head of Research of Jamarant Capital Mgmt. since its inception in 2015. From 2005 through 2021, Mr. Sgro was an employee of Crescendo Partners, where he completed his tenure as a Senior Managing Director of the firm. Mr. Sgro presently serves or has served on the board of directors of Legato Merger Corp. III, Algoma Steel, Inc., Legato Merger Corp. II, Legato Merger Corp., Allegro Merger Corp., Hill International, NextDecade Corporation, Trio, Primoris Services Corporation, Bridgewater Systems, Inc., SAExploration Holdings, Harmony Merger Corp., Imvescor Restaurant Group, BSM Technologies and COM DEV International Ltd. Mr. Sgro attended Columbia Business School and prior to that, Mr. Sgro worked as an analyst and then senior analyst at Management Planning, Inc., a firm engaged in the valuation of privately held companies. Simultaneously, Mr. Sgro worked as an associate with MPI Securities, Management Planning, Inc.’s boutique investment banking affiliate. Mr. Sgro received a B.S. in Finance from The College of New Jersey and an M.B.A. from Columbia Business School. In 2001, he became a Chartered Financial Analyst (CFA®) Charterholder. Mr. Sgro is an adjunct faculty member at the College of New Jersey and a regular guest lecturer at Columbia Business School. Eugene I. Davis. Mr. Davis has served as a director of the Company since 2025. Mr. Davis is the Chairman and Chief Executive Officer of PIRINATE Consulting Group, LLC, a privately held consulting firm that he founded in 1999 specializing in operational turnarounds and strategic planning advisory services. Over his career, he has acted in executive, board member and advisory roles in managing hundreds of debtor- and creditor-side pre- and post-restructuring assignments involving businesses in various industries. Prior to founding PIRINATE, Mr. Davis reorganized, operated, and managed multiple companies, serving as Chief Operating Officer of Total-Tel Communications, Inc., Vice Chairman and CEO of Sport Supply Group, Inc. and Vice Chairman and President of Emerson Radio Corporation. He also practiced law as a partner, shareholder and head of the Corporate & Securities practice at Holmes, Millard & Duncan, P.C., as a partner at Arter & Hadden LLP, and as an associate at Akin Gump Strauss Hauer & Feld LLP. Prior to that, Mr. Davis was an attorney and negotiator at oil and gas companies. Mr. Davis earned a B.A. in International Politics from Columbia College, a Master’s in International Affairs from the School of International Affairs at Columbia University, and a J.D. from Columbia University School of Law. Mr. Davis is a Chairman of the Board of Weight Watchers, Inc. and a Director of Spirit Aviation Holdings, Inc. He was previously a director of Fossil Group, Inc., Aeromexico Group, Babylon Holdings Limited, Bluestem Group Inc., F45 Training Holdings Inc., GTT Communications, Inc., Hycroft Mining Holding Corporation, Loyalty Ventures Inc., MediaMath Holdings, Inc., Parker Drilling Company, PGX Holdings, Inc., Skillsoft Corp., Verso Corporation, and VICI Properties Inc.

  8. Class III Directors

    Class III Directors Richard T. du Moulin. Mr. du Moulin has served as a director of the Company since 2014. Mr. du Moulin has a distinguished career in the shipping industry, with significant leadership roles spanning several decades. He spent 15 years at OMI Corporation (1974–1989), where he served as Executive Vice President, Chief Operating Officer, and Board Director. From 1989 to 1998, he was Chairman and CEO of Marine Transport Lines, followed by his tenure as Chairman and CEO of Marine Transport Corporation from 1998 to 2002. From 2007 until his retirement in 2024, Mr. du Moulin served as a Director of Teekay Tankers. He also served as an advisor to Hudson Structured Capital Management from 2020 to 2024. He currently serves as a Board Trustee for the Seamen's Church Institute of New York and New Jersey. Mr. du Moulin was Chairman of INTERTANKO, the leading trade organization for the tanker industry, from 1996 to 1999. In addition to his corporate roles, Mr. du Moulin served in the U.S. Navy and is a recipient of the U.S. Coast Guard’s Distinguished Service Medal. He holds a BA from Dartmouth College and an MBA from Harvard University. His extensive operational experience and profound knowledge of the shipping industry make him a valuable member of our board. Karen H. Beachy. Ms. Beachy has served as a director of the Company since 2022, and also serves as a director of Oceaneering International (NYSE: OII), a global provider of engineered services and products for the offshore energy, defense, aerospace, and entertainment industries. In March 2022, Ms. Beachy was named to the board of Pangaea Logistics Solutions (NASDQ: PANL), a Rhode Island based company that transports a wide variety of dry bulk cargoes and provides its customers with a comprehensive set of services and activities, including cargo loading, cargo discharge, vessel chartering, and voyage planning. Ms. Beachy founded her strategic consulting firm, Think B3 Consulting, in January 2021. Prior to starting her consulting firm and joining Oceaneering, Ms. Beachy served as the Senior Vice President of Growth and Strategy at Black Hills Corporation, an investor-owned electric and gas utility in the Midwest, where she was responsible for corporate planning, business development, process improvement, enterprise data and analytics, natural gas retail marketing, products and services, energy innovation and asset optimization. Ms. Beachy began her tenure at Black Hills in Rapid City, South Dakota in 2014 as the Director of Supply Chain and was promoted to Vice President of Supply Chain in 2016. She was responsible for sourcing, procurement, fleet, and materials management. Ms. Beachy worked at Vectren (now CenterPoint Energy) Corporation, an electric and gas utility in Indiana and Ohio, from 2010 to 2014 where Ms. Beachy led the gas operations division in Ohio and worked in supply chain. From 1995 to 2008, Ms. Beachy worked at Louisville Gas and Electric/Kentucky Utilities, an electric and gas utility in Kentucky and Western Virginia, where she held several positions in corporate development, products and services, electric operations, and supplier diversity. In 2007, Ms. Beachy completed an expatriate assignment in Germany with E.ON, a European electric utility, where she served as a project manager in the global liquified natural gas procurement group. Throughout her career, Ms. Beachy has served on several non-profit Boards with a focus on supporting and growing young people and entrepreneurs in the communities where she lived and worked. Ms. Beachy holds a bachelor’s degree in political science and a master’s degree in management from Purdue University. Gary Vogel. Mr. Vogel has served as a director of the Company since 2025. Mr. Vogel has over 36 years of experience in the international shipping industry. He currently serves as a Director of SFL Corp, (NYSE: SFL), a position he has held since 2016. From 2015 to 2024 he served as Chief Executive Officer and a Director of Eagle Bulk Shipping Inc. (NYSE: EGLE), a U.S. listed owner and operator of geared dry bulk vessels. From 2000 to 2015, Mr. Vogel held various positions in Clipper Group Ltd., lastly as Chief Executive Officer. Mr. Vogel graduated from the U.S. Merchant Marine Academy in 1988 with a Bachelor of Science degree in Marine Transportation as well as a U.S. Coast Guard Unlimited Tonnage 3rd Officers License. Subsequently, he served as an officer in the U.S. Naval Reserve. Paul M. Leand, Jr. Mr. Leand has served as a director of the Company since 2025. Mr. Leand is the Chief Executive Officer of AMA Capital Partners LLC, a merchant banking partnership exclusively focused on the transportation, energy and offshore industries. Mr. Leand has extensive experience with high yield issuer restructurings and M&A transactions within the transportation, energy and offshore industries. Prior to joining AMA in 1998, Mr. Leand held various roles at First National Bank of Maryland. Mr. Leand has served as a Director of Eagle Bulk Shipping (NYSE), Golar LNG Partners LP (Nasdaq), Lloyd Fonds AG ( Frankfurt Stock Exchange), North Atlantic Drilling (Oslo Stock Exchange), SeaDrill Ltd. (NYSE), Ship Finance International Ltd. (NYSE) as well as privately held Helm International. Mr. Leand holds a BS/BA from Boston University’s School of Management.

  9. Director Skills and Experience

    Director Skills and Experience The table below summarizes key skills and experience of our Directors. Collectively, our Board possesses a broad range of competencies and backgrounds that are particularly relevant to a global shipping and logistics company such as Pangaea. Our Directors provide strategic oversight and bring significant experience in areas critical to the Company’s business, while maintaining a strong focus on effective governance and Board oversight. The Board believes that a diverse mix of skills, experience, and backgrounds enhances its effectiveness. The following matrix presents selected qualifications and demographic diversity represented on our Board of Directors. Certain aspects of diversity may not be fully reflected in the categories presented in the matrix and are described, where appropriate, in the individual director biographies.

  10. Director Skills and Experience

    | Directors | Mads Rosenberg Boye Petersen (2) | Eric S. Rosenfeld | Anthony Laura | Carl Claus Boggild | David D. Sgro | Richard T. du Moulin | Karen H. Beachy | Gary Vogel | Paul M. Leand, Jr. | Eugene I. Davis | | Key Skills and Experience | | | | | | | | | | | | Public Board of Directors Experience | | ● | | | ● | ● | ● | ● | ● | ● | | Shipping Industry Experience/Supply Chain Management | ● | | ● | ● | | ● | ● | ● | ● | | | CEO/Senior Executive | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Strategic Planning/Investment and M&A | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Human Capital Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Finance/Capital Allocation | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial Literacy/Accounting | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Regulatory/Policy Matters | ● | | | | ● | ● | ● | ● | ● | ● |

  11. Director Skills and Experience

    Mr. Filanowski retired as Chief Executive Officer and stepped down from the Board effective December 31, 2025. Mr. Petersen was appointed Chief Executive Officer and joined the Board effective January 1, 2026. Ms. Tan resigned from the Board effective December 18, 2025.

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  13. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors Under the compensation program for our non-employee directors, members of the Board who are not employees received a combination of cash compensation and restricted shares of our common stock, pursuant to the 2024 Long-Term Incentive Plan (the "2024 Plan"), as payment for services rendered. Each director elected or appointed to the Board receives a restricted share award with a grant-date fair value of approximately $120,000, calculated in accordance with ASC 718. These shares are fully vested upon grant. For more details, please refer to Note 15, 'Stock Incentive Plans and Non-Controlling Interest,' in the Company's Form 10-K filed on March 16, 2026. The following table sets forth compensation paid to or earned by our non-employee directors during 2025:

  14. Compensation of Non-Employee Directors

    | Name (1) | Fees Earned or Paid in Cash | Stock Awards | Total | | Richard DuMoulin | $175,000 | $120,000 | $295,000 | | Eric Rosenfeld | $117,500 | $120,000 | $237,500 | | David Sgro | $117,500 | $120,000 | $237,500 | | Anthony Laura | $102,500 | $120,000 | $222,500 | | Claus Boggild | $102,500 | $120,000 | $222,500 | | Karen H Beachy | $117,500 | $120,000 | $237,500 | | Gary Vogel (2) | $102,500 | $120,000 | $222,500 | | Christina Tan (2) | $95,000 | $120,000 | $215,000 | | Paul M. Leand, Jr. (3) | $— | $— | $— | | Eugene I. Davis (2) | $— | $— | $— |

  15. Compensation of Non-Employee Directors

    (1) Mark Filanowski, who served on the Board during 2024 and 2025, is not included in this table as he received no additional compensation for his service as a director. Mr. Filanowski resigned as Chief Executive Officer and from the Board of Directors effective December 31, 2025. Effective as of January 1, 2026, Mads Petersen was appointed Chief Executive Officer and elected to the Board. (2) Christina Tan and Gary Vogel were appointed to the Company's board of directors on January 20, 2025, with Christina Tan serving as a Class II Director and Gary Vogel serving as a Class III Director. On December 18, 2025, Christina Tan resigned from the Board of Directors of the Company effective immediately prior to the appointment of Eugene I. Davis to the Board. (3) Mr. Leand was appointed as a Class III director effective November 26, 2025, for a term expiring at the 2026 Annual Meeting and is nominated for election at such meeting.

  16. Overview of Our Executive Compensation Program

    As noted elsewhere in this Proxy Statement, Pangaea qualifies as a “Smaller Reporting Company,” or “SRC,” under SEC rules. As a Smaller Reporting Company, we are permitted to provide reduced disclosures in this Proxy Statement, including those relating to executive compensation. Among other things, we are not required to have a Compensation Discussion and Analysis. Nevertheless, we are providing the following information to be transparent to our shareholders on how we compensate our executives. This section describes our compensation philosophy, the objectives of our executive compensation program and policies, the elements of the compensation program and how each element fits into our overall compensation philosophy and strategy. The Compensation Committee of Pangaea’s Board of Directors oversees the Company’s Executive Compensation Program with support from its independent executive compensation consultant, Lyons, Benenson & Company, Inc. ("LB&Co."), including the review and approval of compensation for the Chief Executive Officer and other executive officers. As part of its responsibilities, the Committee: •Establishes and approves corporate goals and objectives relevant to the compensation of the CEO and each executive officer; •Evaluates the performance of the CEO and each executive officer at least annually in relation to those goals, and determines their cash compensation accordingly, taking into account other relevant factors deemed appropriate and in the Company’s best interests; •Determines the long-term incentive components of executive compensation. The primary goal of the Company’s Executive Compensation Program is to attract, retain, and motivate talented individuals capable of fulfilling their responsibilities and guiding the Company toward achieving its strategic objectives. Given the highly cyclical and volatile nature of the industry, the Committee believes the program should maintain flexibility and incorporate a significant emphasis on long-term performance. The Company does not maintain employment agreements with any of its executive officers. The key components of the Executive Compensation Program include: Base Salary: A fixed level of compensation intended to reflect each executive’s responsibilities and to remain competitive with a group of peer companies, particularly those operating ocean-going fleets. Short-Term Incentive Plans: Pangaea’s Short-term incentive award includes weighted performance criteria to calculate cash bonuses that are paid to executive officers. This plan is administered by the Company’s Compensation Committee. The method for computing incentive compensation payable under the short-term incentive plan may include, without limitation, the designation of one or more threshold, target, or maximum bonus levels, determination of the bonus amount to be paid at each such level, and the weighting of metrics used to determine the total bonus award. . For 2025, bonuses for our named executive officers were based 60% on achievement of an adjusted EBITDA goal, a non-GAAP financial measure used by the Company (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a definition and reconciliation), 15% on safety goals, and 25% on personal strategic initiatives. Overall bonus payouts were 91% of target, reflecting achievement of the safety and strategic initiative goals and below-target performance against the adjusted EBITDA goal.

  17. Long-Term Incentive Awards

    Long-Term Incentive Awards Long-term incentives are granted under the Company’s Long-Term Incentive Plan in the form of restricted shares of common stock. While vesting schedules have varied in prior years, recent awards generally vest over a three-year period, with one-third vesting on each of the first, second and third anniversaries of the grant date, generally subject to continued employment through each vesting date. LTI awards beginning for the performance period starting January 1, 2026 will consist of a combination of time-based restricted stock units (RSUs) and performance-based stock units (PSUs), with the RSUs vesting in accordance with prior awards (i.e., vesting over a three-year period, with one-third vesting on each of the first, second and third anniversaries of the grant date, generally subject to continued employment through each vesting date). The PSUs will vest based 50% on achievement of ROCE goals and 50% based on achievement of rTSR goals. This shift towards using performance-based vesting measures will further align the interests of executives and shareholders by tying vesting of half of the equity awards to the achievement of the rTSR and ROCE goals. PSUs vest 0% below threshold achievement, 50% at threshold, 100% at target, and 150% at maximum, with linear interpolation for achievement between threshold and target and target and maximum. The rTSR vesting is capped at 100% if absolute TSR is negative, notwithstanding maximum achievement for rTSR.

  18. Other Benefits

    Other Benefits Executive officers participate in the same benefit programs available to all full-time employees, including health and welfare benefits, retirement plans (including 401(k) contributions), and other standard employee benefits. During the year ended December 31, 2025, the Compensation Committee made the following key observations and decisions: •Safety – The Company’s fleet achieved exemplary safety records, performing at or above industry benchmarks. •Adjusted EBITDA – The Company generated $88 million in adjusted EBITDA, which was below our target range resulting in below target payouts of cash bonuses. •Cash Bonuses – Cash bonuses were awarded based on the achievement of individual and Company performance objectives, as determined by the Compensation Committee; as noted above, due to below target adjusted EBITDA achievement, cash bonuses were paid below target levels. •Long-Term Incentives – The Compensation Committee recognized the executive team’s contribution to improved stock liquidity and share performance over the past two years and granted long-term equity awards to reinforce alignment with shareholder interests. A shift towards a use of a portion of performance-based equity awards in future years will further increase alignment with shareholder interests. The following table sets forth the total compensation for the fiscal years ended December 31, 2025 and 2024:

  19. Other Benefits

    | Name and Principal Position | Year | Salary and Compensation (1) | Cash Bonus | Stock Awards (2) | All Other Compensation(3) | Total | | Mark L. Filanowski | 2025 | $600,000 | $603,116 | $— | $34,243 | $1,237,359 | | Chief Executive Officer | 2024 | $550,000 | $708,000 | $448,460 | $32,619 | $1,739,079 | | (Principal Executive Officer) | | | | | | | | Gianni Del Signore | 2025 | $370,000 | $287,394 | $178,092 | $42,729 | $878,215 | | Chief Financial Officer | 2024 | $350,000 | $348,000 | $214,041 | $40,533 | $952,574 | | (Principal Financial Officer) | | | | | | | | Mads Rosenberg Boye Petersen | 2025 | $450,000 | $337,882 | $330,043 | $34,243 | $1,152,168 | | Chief Operating Officer | 2024 | $425,000 | $423,000 | $259,901 | $18,819 | $1,126,720 |

  20. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End As of December 31, 2025, the Company’s named executive officers held the following outstanding equity or equity-based awards, none of which were subject to performance-based vesting conditions. As described above, equity awards granted on or after January 1, 2026 are subject to a combination of time and performance-based vesting conditions. Equity awards granted on March 25, 2026 in respect of 2025 performance are not reflected in this table, as such awards were not outstanding as of December 31, 2025.

  21. Outstanding Equity Awards at Fiscal Year End

    | | Stock Award 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 | | Mark Filanowski | 12/28/2020 | 16,667 | $114,669 | | Chief Executive Officer | 1/3/2022 | 23,334 | 160,538 | | | 1/3/2023 | 81,301 | 559,351 | | | 3/19/2024 | 43,041 | 296,122 | | | 2/18/2025 | 84,615 | 582,151 | | | | 248,958 | $1,712,831 | | Gianni Del Signore | 12/28/2020 | 18,334 | $126,138 | | Chief Financial Officer | 1/3/2022 | 20,000 | 137,600 | | | 1/3/2023 | 50,813 | 349,593 | | | 3/19/2024 | 21,521 | 148,064 | | | 2/18/2025 | 40,385 | 277,849 | | | | 151,053 | $1,039,245 | | Mads Rosenberg Boye Petersen | 1/3/2022 | 20,000 | $137,600 | | Chief Operating Officer | 1/3/2023 | 60,976 | 419,515 | | | 3/19/2024 | 24,211 | 166,572 | | | 2/18/2025 | 49,038 | 337,381 | | | | 154,225 | $1,061,068 |

  22. Pay Versus Performance

    Pay Versus Performance As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules, we are providing the following information about the relationship of executive compensation actually paid (“Compensation Actually Paid”) or ("CAP") and certain financial performance of our Company. The following table shows the total compensation for our Named Executive Officers ("NEOs") NEOs for the past two fiscal years as set forth in the Summary Compensation Table, the Compensation Actually Paid to our CEO (also referred to as the principal executive officer or “PEO”) and our other non-PEO NEOs, our total shareholder return on a $100 hypothetical investment in our common stock and our net income. The CAP for the PEO and the average non-PEO NEOs is calculated by taking the Summary Compensation Table values: a) less the grant value of equity granted during the year; b) plus the year-end fair value of unvested equity awards granted during the year; c) plus, for awards granted in prior years that are outstanding and unvested at the end of the year, the difference between the year-end fair value and the immediately prior year-end fair value; d) plus, for awards granted in prior years that vested during the year, the difference between the fair value as of the vesting date and the immediately prior year-end fair value; The tables below illustrate the CAP for the PEO and average non-PEO NEO's. Pay Versus Performance Table

  23. Pay Versus Performance

    | Year | Summary compensation table total for PEO (1) | Compensation actually paid to PEO (1) | Average summary compensation table total for non-PEO NEOs (2) | Average compensation actually paid to non-PEO NEOs (2) | Total shareholder return (3) | Net income (in thousands) | | 2025 | $1,237,359 | $3,788,386 | $1,015,192 | $2,287,174 | $156 | $19,369 | | 2024 | $1,739,079 | $2,743,670 | $1,039,647 | $1,752,139 | $117 | $28,903 | | 2023 | $1,484,267 | $3,910,533 | $879,832 | $2,604,177 | $168 | $26,323 |

  24. Pay Versus Performance

    (1) The Principal Executive Officer ("PEO") in 2025 was CEO, Mr. Filanowski. (2) The non-PEO NEOs in 2025 were Mr. Del Signore and Mr. Petersen. (3) The amounts shown represent the cumulative total shareholder return of the Company’s common stock, assuming an initial investment of $100 with dividends reinvested, for the periods presented. Adjustments from Total Compensation to Compensation Actually Paid The following tables present the requisite adjustments from total compensation, as reported in the Summary Compensation Table, to calculate Compensation Actually Paid to our CEO and other NEO for the fiscal years ended December 31, 2025, 2024 and 2023.

  25. Pay Versus Performance

    | Summary Compensation Table to Compensation Actually Paid to our PEO | | 2025 | 2024 | 2023 | | Summary Compensation Table - Total Compensation | | $1,237,359 | $1,739,079 | $1,484,267 | | — | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | — | (448,460) | (399,994) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards | 1,712,831 | 1,329,338 | 1,893,923 | | + | Fair value of awards that vested during the year, measured at vesting date | 145,673 | 435,460 | 383,328 | | + | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 692,523 | (311,746) | 549,009 | | + | Dividends or dividend equivalents paid on unvested awards, if not already included in SCT | — | — | — | | | Compensation Actually Paid | $3,788,386 | $2,743,670 | $3,910,533 |

  26. Pay Versus Performance

    | Summary Compensation Table to Compensation Actually Paid to non-PEO NEO | | 2025 | 2024 | 2023 | | Summary Compensation Table - Total Compensation | | $1,015,192 | $1,039,647 | $879,832 | | — | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (254,068) | (236,971) | (212,498) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards | 1,050,156 | 842,263 | 1,366,609 | | + | Fair value of awards that vested during the year, measured at vesting date | 98,680 | 338,659 | 310,157 | | + | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 377,214 | (231,458) | 260,077 | | + | Dividends or dividend equivalents paid on unvested awards, if not already included in SCT | — | — | — | | | Compensation Actually Paid | $2,287,174 | $1,752,139 | $2,604,177 |

  27. Pay Versus Performance

    Financial Performance Measures. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: •Adjusted EBITDA •Cash Flow from Operations •Vessel TCE Relationship Between Compensation Actually Paid and Total Shareholder Return The following graph illustrates the relationship between (i) the Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and the average CAP to our non-PEO named executive officers (“NEOs”) and (ii) the Company’s cumulative total shareholder return (“TSR”), assuming an initial investment of $100 on December 31, 2022 and the reinvestment of all dividends, for the fiscal years ended December 31, 2023, 2024 and 2025. CAP amounts presented in the graph are expressed in thousands of dollars. Relationship between CAP and Net Income The graph below illustrates the relationship between the PEO and average Non-PEO NEO CAP amounts and the Company’s net income for the fiscal years ended December 31, 2023, 2024, and 2025. Net income and CAP amounts for the PEO and average Non-PEO NEOs are presented in thousands of dollars.

  28. PROPOSAL 1 - ELECTION OF CLASS III DIRECTORS

    PROPOSAL 1 - ELECTION OF CLASS III DIRECTORS To elect the following nominees to our Board of Directors as Class III directors serving until the annual meeting of shareholders to be held in 2029: •Richard T. du Moulin •Karen H. Beachy •Gary Vogel • Paul M. Leand, Jr. Vote Required: Under our majority voting standard, a director nominee must receive more votes cast “FOR” than “AGAINST” their election in order to be elected. Abstentions and broker non-votes will have no effect on the outcome of the vote. Recommendation: The Board of Directors unanimously recommends that shareholders vote “FOR” the election of all nominated directors. Our Board of Directors consists of ten members divided into three classes. If approved at the 2026 meeting, our Board of Directors will consist of the following: •in Class I, to stand for reelection in 2027: Mads Rosenberg Boye Petersen, Eric S. Rosenfeld, and Anthony Laura; •in Class II, to stand for reelection in 2028: Carl Claus Boggild, David D. Sgro and Eugene I. Davis ; and •in Class III, to stand for reelection in 2029: Richard du Moulin, Karen H. Beachy, Gary Vogel and Paul M. Leand, Jr. Votes to withhold authority and broker non-votes are counted for purposes of determining the presence or absence of a quorum for the transaction of business, but will not affect the election outcome.