Prohibition Against Hedging and Pledging. The Company's OSG’s Insider Trading Policy prohibits the Company'sOSG’s directors and employees from hedging their ownership ofand pledging any securities of the Company,OSG, including by investing in options, puts, calls, short sales, future contracts, or other derivative instruments relating to CompanyOSG securities, regardless of whether such persons have material non-public information about the Company. The Company'sOSG. In addition, our Non-Employee Director Incentive Compensation Plan and Management Incentive Compensation Plan for Management prohibit incentive awards from being pledged.

Other Directorships and Significant Activities. The Company OSG values the experience directors bring from other boards of directors on which they serve, but recognizes that those boards also presentboard service presents significant demands on a director'sdirector’s time and availability and may present conflicts and legal issues. The Corporate Governance Guidelines provide that non-management directors refrain from serving on the boards of directors of more than four publicly-traded companies (other than the Company

The Corporate Governance Guidelines require the CEO and other members of senior management whether or not they are members of the Board, to receive the approval of the Governance and Risk Committee before accepting any outside board membership. The Corporate Governance Guidelines prohibit the CEO from serving on the board of directors of more than one publicly traded company (other than the CompanyOSG or a company in which the CompanyOSG has a significant equity interest).

If a director'sdirector’s principal occupation or business association changes substantially, that director is required by the Corporate Governance Guidelines to inform the Chairman of the Governance and Risk Committee of the change and offer to resign from the Board. In such case, such Committee must recommend to the Board the action, if any, to be taken with respect to the offer of resignation, taking into account the appropriateness of continued Board membership.

The CompanyBoard has three standing committees of its Board:committees: the Audit Committee, the Governance and Risk Committee, and the Compensation Committee. Each of these committees has a charter that is posted on the Company'sOSG’s website, www.osg.com, and is available in print upon request.

Audit Committee. The Audit Committee is required to have no fewer than three members, all of whom must be and are independent directors in accordance with the SEC and NYSE rules, as well as under the standards set forth in the Company’s Corporate Governance Guidelines. During 2018,2021, the Audit Committee consisted of Mr. John P. Reddy (Chair) (from his appointment in June 2018), Ms. Anja L. Manuel, and Ms. Julie E. Silcock (from her appointment in June 2018).Silcock. The Board affirmatively determined that each member of the Audit Committee was independent, and determined that Mr. Reddy and Ms. Silcock are audit committee financial experts, and that Ms. Manuel is financially literate, both as defined by rules of the SEC and NYSE. The Audit Committee met 10eight times in 2018.2021. The Audit Committee meets frequently in executive session, without any members of management present, to confer with the independent registered public accounting firm and internal auditors.

The Audit Committee oversees the Company'sOSG’s accounting, financial reporting process, internal controls, and audits and consults with management, internal auditors, and the Company'sour independent registered public accounting firm on, among other things, matters related to the annual audit, the accounting principles applied to the financial statements, and the oversight of financial risk associated with the Company'sOSG’s operations.

The Audit Committee retains theOSG’S independent registered public accounting firm, subject to stockholder ratification (although the stockholder vote is not binding). The Audit Committee may in its sole discretion terminate the engagement of the firm and direct the appointment of another independent auditor at any time during the year if it determines that such an appointment would be in the best interests of the CompanyOSG and itsour stockholders. The Audit Committee maintains direct responsibility for the compensation and oversight of the independent registered public accounting firm and evaluates its qualifications, performance, and independence. The Audit Committee has established policies and procedures for the pre-approval of all services provided by the independent registered public accounting firm.

The Board has in place stock ownership guidelines for non-employee directors. Under the stock ownership guidelines, each non-employee director is expected within five years of becoming a director to own shares of the Company'sOSG’s Class A Common Stock whosewith a market value equalsequal to at least three times the annual cash retainer for Board service. The Directors are in compliance with these guidelines.

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COMPENSATION DISCUSSION AND ANALYSIS

HOW WE COMPENSATE OUR EXECUTIVES

This Compensation Discussion and Analysis ("CD&A")section provides information regarding the compensation program for 20182021 for individuals who served as executive officers and who are listed in the Summary Compensation Table (collectively, the "Named“Named Executive Officers"Officers” or "NEOs"“NEOs”). Our NEOs for 20182021 are:

Name
Name	Position
Mr. Samuel H. Norton		President, Chief Executive Officer and Director
Mr. Richard L. Trueblood		Vice President and Chief Financial Officer
Mr. Patrick J. O'HalloranO’Halloran		Vice President and Chief Operations Officer
Mr. Damon M. Mote		Vice President and Chief Administrative Officer
Ms. Susan Allan	Vice President, General Counsel and Corporate Secretary

The CD&A

As noted elsewhere in this Proxy Statement, OSG 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 no longer required to have a Compensation Discussion and Analysis. Nevertheless, we are providing the following information to be transparent to our stockholders 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 Human Resources and Compensation Committee of the Board of Directors (the "Compensation Committee" or the "Committee") is responsible for overseeing the compensation arrangements applicable to all of our executive officers.

Executing on Strategy: Our 20182021 Performance

During the course of 2018, we

The COVID-19 pandemic continued to executehave substantial impacts on the world and on OSG’s business during 2021. The performance measures for our compensation program for 2021 were set by our Compensation Committee in the midst of significant uncertainty and inability to predict the length and extent of the impacts of the pandemic on our long-term strategy, resulting in greater certaintybusiness. Our NEOs acted nimbly and increased visibility in our financialeffectively to protect the safety and operational performance for 2019. We improved our fleet's earning power and reduced our spot market exposure by securing profitable time charters for the majorityhealth of our fleet throughout 2019,crew members and by reducingshoreside employees and refinancingto continue to provide critical, high-quality services to our debt. Prevailing rates recently obtained forcustomers. The NEOs were also successful in focusing on the execution of our conventional tankers are approximately 30% abovelong-term business strategies. We were able to contain our 2018 average, a signal that bodes well for a business characterized by high operating leverage. We further cemented our leadership position acrosscosts and achieve synergies with the niche businesses inintegration of Alaska Tanker Company, LLC, which we operate, maintaining our foundation of strong,acquired in 2020. We obtained long term financial commitments with stable contracts as we explore opportunitiesfinancial covenants that will enable us to grow. We succeededinvest in reducing costs and improving efficiencies across our organization without compromising our commitment toOSG’s future. Always, safety and quality of operational performance. Safety and quality remainare the key focuses of our operations. Our corporate culture is geared towards continuously seeking to achieve the highest standards in protecting the environment and ensuring the health and safety of all of our employees. We believe successissued a Sustainability Report in 2021 and in 2022 contemporaneously with our Annual Report and this goal is paramount in allowingProxy filing which states our commitment to reducing our carbon footprint and to making cultural changes that will provide benefits to our human capital.

The narrative that follows describes the Companycompensation program for 2021, which was designed by our Compensation Committee to sustain its good standing in the community ofincentivize our customers,executives to achieve our peersstrategic and our regulators.

Ouroperational goals. The compensation program is closely tied to achieving these strategic goals. The Compensation Committee set specificheavily weighted on performance-based measures and goals to incent our executives to focus on actions that will support this long-term business strategy. These are described in detail throughout the CD&A.

measures.

Say on Pay Results - Consideration of Stockholder Feedback

At our 20182021 annual meeting of stockholders, 64.24%99.27% of the stockholders who voted on the say-on-pay proposal were in favor of our executive compensation program. In response toWe believe that this 2018 advisory vote, as well as a desire to exchange views withlevel of support reflects our stockholders, the Company, with the strong support of the Board, reached out to some of our larger stockholders to gain insight into the concerns they had with our compensation practices. In general, the feedback we received related to concerns with our CEO's compensation structure, particularly the lack of long-term, performance-based incentives, as well as disclosures of our compensation goalsstockholders’ belief that were not sufficiently transparent. In response to this feedback, we implemented a number of key changes to our compensation program is effective and practices specifically to address and ameliorate these concerns. Followingreasonable.

Summary of the implementation of these changes, we are again reaching out to the stockholders to discuss our revised CEO compensation package and the further improvements we have implemented in 2019 to our compensation structure (see "Revisions made to 20192021 Compensation Program").

Although

The 2021 compensation program mirrored the stockholders to whom we spoke expressed differing viewpoints, they were supportive of the revisions we have now made. We believe that we have addressed the primary concerns raised by our stockholders.structure and metrics used in 2020. The modifications we have made affect the compensation packages of our CEO and our other NEOs, and include the following:

In December 2018, we entered into a new employment agreement with our CEO (the "2018 CEO Employment Agreement"), which is designed to more closely align Mr. Norton's interests with those of our stockholders and his compensation with

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sustained improvements in our long–term performance. Key features of Mr. Norton's new employment agreement are that it:

Eliminates our CEO’s 2019 annual bonus. As a result of the changes made, Mr. Norton is not eligible to receive an annual cash incentive for 2019. No changes were made to Mr. Norton’s continued eligibility to earn a payout under the Special Bonus Pool award (discussed in detail below in "Special Bonus Pool") at the conclusion of the 2019 performance year. Earning this payout is contingent upon sustaining the SG&A savings realized during the two year performance period of January 1, 2017 to December 31, 2018.

Better aligns our CEO’s annual incentive compensation structure with industry practice. Beginning in 2020, Mr. Norton’s annual incentive opportunity will change by (1) eliminating a dollar-denominated annual incentive which was payable in fully vested equity, and (2) replacing it with a targeted annual incentive opportunity that will be paid, only toprogram continued using the extent earned, in cash. This target annual incentive opportunity will be 100%objective, performance-based metrics of his annual base salary, which represents a significant reduction from his prior target annual incentive opportunity of approximately 316% of base salary. In addition, this incentive will be tied to objective financial performance criteria that are provided for in our Management Incentive Compensation Plan. Generally, the Compensation Committee intends that Mr. Norton’s annual incentive opportunity be achieved through measures critical to the Company's growth as well as to both its short- and long-term success. For 2020, the Committee plans to consider using free cash flow as(“FCF”) and selling, general and administrative (“SG&A”) costs measured over a one-year performance measure.

Strengthens the alignment of our CEO’s interests with the long-term interests of our stockholders.period. The new 2018 CEO Employment Agreement significantly shifts Mr. Norton's compensation from a short-term focus to a long-term focus, such that even if Mr. Norton achieves 100% of his short-term incentive cash bonus, his compensation will still be heavily weighted toward long-term incentives, with such weighting continuing to increase toward long-term incentives over time. Mr. Norton's long-term equity incentive opportunities will be subject to performance-based vesting to promote sustained improvement in stockholder value, as well as time-based vesting to promote executive retention, consistent with the long-term incentive grants of our other NEOs.

Eliminates “single-trigger” change in control severance payments.The new 2018 CEO Employment Agreement eliminates “single trigger” severance payments following a change in control. Our CEO will receive change in control severance payments only if (1) there is a change in control followed by (2) his employment being terminated (a “double trigger”).

Also in response to stockholder feedback, the Compensation Committee determined to make additional structural changes to the compensation program for all the NEOs. Specifically, these changes increased the variable or "at-risk" portion of each NEO's total compensation opportunity to achieve greater alignment between the interests of our executives and our stockholders. These are discussed in detail below in "Revisions made to 2019 Compensation Program".

The Compensation Committee will continue to engage with our stockholders regarding our compensation program and consider the results from this and future years' advisory votes on executive compensation, as well as feedback from stockholders.

Revisions made to 2019 Compensation Program

The compensation program described in this CD&A (other than Mr. Norton's new employment agreement) and in the compensation data and tables below reflect the program that was contractually agreed to in previous years or that was set early in 2018. The 2019 compensation program has changed significantly. We reacted to the stockholder feedback on our executive compensation practices reflected by the say-on-pay voting results and our outreach to our stockholders. Under the leadership of a new Compensation Committee chair, the compensation program was restructured significantly, in particular for our CEO.

As noted above in "Say on Pay Results - Consideration of Stockholder Feedback", as a result of our most recent say on pay vote, we proactively engaged with our stockholders to solicit feedback as to how we might improve our executive compensation program. As described below, we implemented several changes to address the feedback we received. Our

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Compensation Committee has restructured our executive compensation program for 2019 in several significant respects. Specifically, the Committee has elected to suspend our traditional annual incentive plan for 2019, instead relying on the payment of the second half of the Special Bonus Pool, if earned, at the conclusion of the 2019 performance year. The Committee believes that these cash awards are significant enough in size and substantially at risk of forfeiture given the continued cost control requirement, and that they sufficiently align our executives with our short-term goals of operational efficiency and expense management without the need for additional annual incentive plan awards.

In addition, Mr. Norton will begin participating in the same equity incentive program as the rest of the NEOs in 2019, which consists of long-term equity grants usingalso continued, with a mix of time-based restricted stock units ("RSUs") (50%) and performance-based RSUs (50%). The Compensation Committee determined that this equity award mix was appropriate for 2019 as it is designed to deliver competitive long-term incentives to our key executives and to maintain the alignment of our executives’ interests with those of our stockholders. The time-based RSUs will vest in equal installments on each of the first three anniversaries of the grant. The 2019 performance-based RSU awards will vest in full on December 31, 2021, subject to the achievement of performance goals based on the Company's three-yeargrants using total shareholder return ("TSR"(“TSR”) relative to the three-year TSR of the Index (defined below), and the Company's cumulative return on invested capital ("ROIC"(“ROIC”) relativeperformance metrics. In addition, due to the Company's budgeted ROIC for the performance period.

For 2020 and perhaps beyond, the Committee is considering an annual incentive program based on objective and quantifiable financial measures of performance. While the 2020 construct will not be formally approved until the developmentdirect impacts of the 2020 operating budgetCOVID-19 pandemic on OSG’s business, the Compensation Committee made a one-time, performance-based equity grant to the NEOs (“Special 2021 Grant”). The addition of this Special 2021 Grant effectively increases the percentage of our equity grants that are performance-based and at risk, with the beginning 2020grants tied to performance year, the incentive measure under consideration is based on free cash flow achievement, combined with a safety "gate" and an expense management factor. Our Committee believescriteria that this construct, if implemented, will continue to focus our executivesNEOs on liquiditymatters within their control and profitability, while also requiring theminfluence that are of greatest importance to sustain prior achievements inOSG and its continued operational efficiency and safety.financial success.

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The following table below summarizesis the mix of compensation levels approved by the Compensation Committee for 2019.

Officer	2019 base salary	Annual cash @ target, starting 2020 (under consideration)	2019 long-term incentives
Norton	$425,000	100% of base	150% of base
Trueblood	$288,000	60% of base	75% of base
O'Halloran	$253,000	60% of base	75% of base
Mote	$253,000	60% of base	75% of base
Allan	$255,000	60% of base	75% of base

We believe it is important to note that these changes to the design of our2021 compensation program, coupled with the discontinuation of the Special Bonus Pool following the final payout (if any), are expected to better align with competitive practice.

program:

						Short Term Incentives				Long Term Incentives
Officer		2021 Base Salary				Annual Cash Incentives as a % of salary				Annual Equity Grants as a % of salary				Special 2021 Equity Grant as a % of salary
Norton		$	425,000				100%				200%				115%
Trueblood		$	300,000				60%				85%				85%
O’Halloran		$	265,000				60%				85%				85%
Mote		$	265,000				60%				85%				85%

OUR COMPENSATION PRINCIPLES, COMPONENTS AND PRACTICES

Our Executive Compensation Philosophy and Practices

We believe that a well-designed compensation program is a powerful tool to attract, motivate, retain and reward top executive and managerial talent and that it should also align the interests of our executives with those of our stockholders. We have structured our compensation program to drive and support these objectives:

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	Overall Objectives		–	Attract, motivate, retain and reward highly-talentedhighly talented executives and managers, whose leadership and expertise are critical to our overall growth and success.
			–		Align the interests of our executives with those of our stockholders.
			–		Support the long-term retention of the Company’sOSG’s executives to maximize continuity of management and overall effectiveness.
			–		Compensate each executive within the range of competitive practice (1) within the marketplace for talent in which we operate; (2) based upon the scope and impact of his or her position as it relates to achieving our corporate goals and objectives; and (3) based on the potential of each executive to assume increasing responsibility within the Company.OSG.
		–		Discourage excessive or imprudent risk-taking.
–		Structure the total compensation program to reward–		Reward the achievement of both the short-term and long-term strategic objectives necessary for sustained optimal business performance.
Pay Mix Objectives		–		Provide a mix of both fixed and variable (“at-risk”) compensation, each of which has a different time horizon and payout form (cash and equity), to reward the achievement of annual and sustained, long-term performance.
	–		Use our incentive compensation program and plans to align the interests of our executives with those of our stockholders by linking incentive compensation rewards to the achievement of performance goals that maximize stockholder value by:
	–	Ensuring		*	seeking to ensure that our compensation program is consistent with, and supportive of, our short- and long-term strategic, operating and financial objectives.
	–	Placing		*	placing a significant portion of our executives’ compensation at risk, with payouts dependent on the achievement of both corporate and individual performance goals, which are set by the Compensation Committee.
–	Encouraging		*	encouraging balanced decision-making by employing a variety of performance measures to avoid over-emphasis on the short-term or any one metric.

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Executive Compensation Practices: What We Do and What We Do Not Do

The following table summarizes some of the key features of our executive compensation program.

	What We Do			What We Don'tDon’t Do
ü✔	Utilize compensation benchmarking - weWe review publicly available information to evaluate how our NEOs'NEOs’ compensation opportunities compare to those at comparable companies and positions.		û	No hedging and no pledging - Board members, and executive officers and employees are prohibited from engaging in hedging transactions.transactions or pledging OSG stock per our insider trading policy.
		û
				No perquisites - weWe do not provide executive perquisites.
ü
✔	Pay for performance - with aA significant portion of compensation is at risk, including compensation that is stock based and/or performance based, tied to pre-established performance goals aligned with our short-term and long-term objectives.		û	No automatic or guaranteed pay - salarySalary increases and incentive payments are not guaranteed.
		û		No tax gross ups - weWe do not provide for any tax reimbursements or tax gross-ups.
ü
✔	Compensation recoupment policies - We maintain a strict compensation recoupment (clawback) policy, see details below.policy.		û	No special retirement programs - weWe do not offer a supplemental executive retirement plan.
ü
✔	Stock ownership guidelines - Our boardBoard has established robust stock ownership guidelines, see details below.guidelines.		û	No stock option re-pricing - We do not allow discounted stock options, reload stock options or stock option re-pricing without stockholder approval.
ü
✔	Independent compensation consultant - The compensation committeeCompensation Committee engages an independent compensation consulting firm (which provides no other services to the Company) to review and provide recommendations on our executive compensation program.		û	No dividends on unvested equity- Dividend equivalents are accrued but not paid on all unvested equity grants. For Performance-based RSUs ("PRSUs"(“PRSUs”), no dividends are paid until the performance conditions are satisfied and the PRSUs vest after the performance measurement period.vest.

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Compensation Risk Mitigation

The Compensation Committee annually assesses risks that may be present in our compensation program and has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.OSG. Because the Compensation Committee believes that a significant portion of our NEOs’ total compensation should be variable and “at risk”, the Committee uses a balancemix of performance measures and metricsgoals in our incentive compensation program that seeks to balance our short- and long-term goals and to discourage excessive or inappropriate risk-taking by eliminating any inducement to over-emphasize one goal to the detriment of others. To further mitigate excessive risk taking, we have adopted the following:

	Stock Ownership Guidelines		Our Corporate Governance Guidelines include stock ownership guidelines for our directors and executives. The minimum levels of ownership for each position are as follows:
						Value if Shares Owned (Multiple of
				Position		Salary / Annual RetainerRetainer)
				Non-Employee Directors		3x (Annual Retainer)
				President / Chief Executive Officer		5x
				Chief Financial Officer		3x
				Section 16 officersOfficers (other than CEO and CFO)		1.5x
			Directors and NEOsOfficers have five years from the implementation of the guidelines or when they first become eligible to participate in the Company’sOSG’s equity plans to come into compliance. 50%At least fifty percent of the after-tax shares must be retained until the ownership guidelines have been met. With the first measurement date occurring in August 2023, all those who are subject to these guidelines are making appropriate progress toward achieving the applicable guideline.
			For purposes of these stock ownership guidelines, ownership comprises all shares of Class A Common Stock held by the director or officer, their spouse, and his/her minor children, including:
			- Shares deemed to be beneficially owned under federal securities laws;
			- Any time-based restricted stock or RSUs awarded (whether or not vested);
		- Any vested, in-the-money stock options; and
		- Any stock held for the employee'semployee’s benefit in any pension or 401(k) plans.
Stock Holding Requirements		Mr. Norton must hold all stock that was granted with immediate vesting for three years. Messrs. Trueblood, O'Halloran and Mote must hold the one-time grant of stock they received upon signing their employment agreements for two years. These restrictions areyears, as provided for in their respective employment agreements.the CEO Employment Agreement.
Recoupment "Clawback"“Clawback” Policy		Our Incentive Compensation Recoupment Policy (the “Recoupment Policy”) provides that in the event the CompanyOSG is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under the federal securities laws, then the CompanyOSG shall recoup the amount of erroneously awarded incentive compensation paid to any executive officer during the three completed fiscal years immediately preceding the date that the CompanyOSG is required to prepare the accounting restatement, based on the Board'sBoard’s good faith determination that such amounts would not have been payable and determination of practicability.the practicability and cost effectiveness of pursuing the recoupment.
No Hedging		Our Insider Trading Policy prohibits hedging, including investing in options, puts, calls, short sales, futures contracts, or other derivative instruments relating to Company securities, regardless of whether such persons have material nonpublic information about the Company.OSG.
No Pledging		Our Insider Trading Policy and our stock incentive plans prohibit pledging by our non-employee directors and all employees of stock grants.employees.
Equity Plan Features		Our stock incentive plans do not permit repricing or cash buyouts of underwater options or stock appreciation rights without stockholder approval. The Compensation Committee believes these plans are structured so as to avoid problematic pay practices and do not contain features that could be detrimental to stockholder interests.

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Roles in Setting Executive Compensation

Role of the Compensation Committee

The primary role of our Compensation Committee, which consists entirely of independent directors, is to establish our compensation philosophy and strategy and to provide that all of our executives are compensated in a mannerwith compensation opportunities consistent with the articulated philosophy and strategy. The Compensation Committee takes many factors into account when making compensation decisions with respect to the executive officers,our NEOs, including the individual’s performance and experience; the ability of the individual to affect our long-term growth and success; ourOSG’s overall performance; internal equity among the NEOs; and external, publicly available market data on competitive compensation practices and levels. The Compensation Committee typically will establish the annual compensation program during the first quarter of each fiscal year, setting specific annual and long-term Company goals and designing the compensation program for that year to support and reward the achievement of those goals. In setting the compensation for our NEOs, other than the CEO, the Compensation Committee considers, among other things, the recommendations of our CEO. The Committee is, however, solely responsible for making the final decision on the compensation of our NEOs.

The Compensation Committee meets in executive session at least on a quarterly basis but as often as necessary or indicated by events for discussion or decisions regarding executive compensation.

Role of Compensation Consultant

The Compensation Committee engaged Lyons Benenson & Company Inc. (“LB&Co.”&Co”) in 20182021 as its independent compensation consultant to assist and advise the Committee on all aspects of the Company’sOSG’s executive and director compensation programs and related corporate governance matters. LB&Co.&Co does not provide other services to the CompanyOSG or its NEOs. LB&Co.&Co was retained directly by the Compensation Committee, which, in its discretion, has the sole authority to select, approve, retain, terminate, and oversee its relationship with its consultant. In selecting its compensation consultant, the Compensation Committee considered the independence of LB&Co.&Co in accordance with the standards of the NYSE, applicable rules and regulations of the SEC and other laws relating to the independence of advisors and consultants. The Committee determined that the work of LB&Co.&Co did not raise any conflict of interest in 2018.

2021.

A representative of LB&Co. attended or participated by teleconference in all meetings of the Compensation Committee in 2018.

2021.

Role of the CEO in Setting Compensation

All decisions

Decisions relating to the CEO’s performance and compensation are made by the Compensation Committee in executive session without the CEO present.session. In making determinations regarding compensation for the other NEOs, the Committee generally considers the recommendations of the CEO and the advice received from LB&Co. In making his recommendations, the CEO evaluates the performance of each executive, considers each executive’s compensation in relation to our other officers and executives and assesses retention risks. The Compensation Committee then reviews, modifies (as appropriate) or approves these recommendations and either reports the results to the Board or recommends actions for the Board to approve.

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Peer Groups and Benchmarking

In general, we strive for total compensation to be competitive with a select group

Components of companies that the Compensation Committee believes to be an appropriate compensation reference group (the “Peer Group”). The Committee periodically reviews the Peer Group to affirm that it is comprised of companies that are similar to us in terms of industry focus, scope of operations, size (in terms of revenues and market capitalization), and the competitive marketplace for talent.

Starting in 2018, OSG designated two distinct peer groups for the purposes of assessing market compensation and determining its executive compensation structure: (1) an Industry Peer Group and (2) a local, Florida Market Peer Group. Both peer groups are limited to those companies for which executive compensation data is publicly available. This limitation necessarily eliminates some of our closest competitors from the Industry Peer Group, as many of them are privately held and therefore do not disclose executive compensation. The Florida Market Peer Group is based on a broader set of companies that are more similar in size to the Company and are headquartered in Florida; therefore, most of the companies in this peer group are not in our industry. The goal of using the Florida Market Peer Group was to gain a greater understanding of the competitive compensation landscape in the Florida market, where we are based. When recommending the 2018 Peer Groups to the Compensation Committee, LB&Co. considered various measures of financial and operating performance, the scope of products and services offered, and the geographic footprint of each of the potential peer companies.  

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2018 Industry Peer Group

Company	Revenue for FY2017 ($ in millions)				Company	Revenue for FY2017 ($ in millions)
Blueknight Energy Partners, L.P.	$	182			Martin Midstream Partners L.P.	$	946
Eagle Bulk Shipping Inc.	$	237			Matson, Inc.	$	2,047
Genco Shipping & Trading Limited	$	210			SemGroup Corporation	$	2,082
Holly Energy Partners, L.P.	$	454			SEACOR Holdings Inc.	$	578
Hornbeck Offshore Services, Inc.	$	191			Seacor Marine Holdings Inc.	$	174
International Seaways, Inc.	$	290			TC PipeLines, L.P.	$	546
Kirby Corporation	$	2,214
	Median revenues of Industry Peer Group					$	454

2018 Florida Market Peer Group
Company	Revenue for FY2017 ($ in millions)				Company	Revenue for FY2017 ($ in millions)
Beasley Broadcast Group, Inc.	$	232			Perry Ellis International, Inc.	$	861
Cross Country Healthcare, Inc.	$	865			PetMed Express, Inc.	$	249
FARO Technologies, Inc.	$	361			Rayonier Advanced Materials Inc.	$	961
HCI Group, Inc.	$	244			RTI Surgical, Inc.	$	280
Health Insurance Innovations, Inc.	$	251			Ruth's Hospitality Group, Inc.	$	415
Heritage Insurance Holdings, Inc.	$	407			SEACOR Holdings Inc.	$	578
Kforce Inc.	$	1,358			Sun Hydraulics Corporation	$	343
Marine Max, Inc.	$	1,052			Superior Group of Companies, Inc.	$	267
NeoGenomics, Inc.	$	259			The Hackett Group, Inc.	$	263
NV5 Global, Inc.	$	333			United Insurance Holdings Corp.	$	654
	Median revenues of Florida Market Peer Group					$	352

2018 Named Executive Officer Compensation

The Compensation Committee reviews each element of compensation annually to ensure alignment with our compensation philosophy and objectives, as well as to assess our executive compensation program and levels relative to the competitive landscape. Our executive compensation program consists of the following:

Base salary

Annual incentive awards

Long-term incentive compensation

Severance arrangements through employment agreements

Retirement benefits generally available to all employees under the savings plan

Welfare benefits (e.g., medical, dental, disability and life insurance) also generally available to all employees

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	Elements		What It Is		Objective/ Purpose
		Elements		What It Is		Objective/ Purpose
Fixed		Base Salary		Fixed amount of compensation for service during the year and time in position		Rewards scope of responsibility, experience and individual performance.
At-Risk		Annual Incentive Compensation		At-risk compensationand dependent on Company and individual goal achievement		Promotes strong business results by rewarding value drivers, without creating an incentive to take excessive risk.
			Serves as key compensation vehicle for rewarding results and differentiating individual performance each year.
		Long-Term Incentive Compensation (Equity)		Equity grants are equally split between time-based and performance based RSUs		Relative performance metric creates incentive Performance metrics create incentives to outperform peers with absolute metric rewardingor reward performance versesversus plan.
			50% of	TSR PRSUs are paidpayable in shares of Class A Common Stock upon vesting based on 3-year relative TSR ranking		Three-year performance period supports retention and aligns pay with performance over an extended period of time.
	50% of		ROIC PRSUs are paidpayable in shares of Class A Common Stock upon vesting based on 3-year ROIC achievement		Provides executives with a significant stake in the long-term financial success of the Company,OSG, aligned with the stockholder experience.interests.
	Time-based RSUs			Special 2021 Grant payable in shares of Class A Common Stock upon vesting based on attainment of key 18-month operational and financial measures		This grant increased the percentage of our equity grants that are performance-based and at risk for 2021. The performance criteria focused our NEOs on the matters that were of greatest importance to OSG during the uncertain times related to the pandemic that are able to be affected by our NEOs’ performance.
				Time-based RSUs		Promotes longer-termlong-term retention.
Benefits		Retirement, Health and Welfare		401k plan with companyCompany match		Provides market competitive benefits to attract and retain top talent.
				Competitive welfare benefits
Severance		Severance Arrangements - Termination Due to Change in Control (Double-Trigger)		Severance and related benefits paid upon termination without cause or resignation for good reason following a change in control		Preserves objectivity when considering transactions in the best interest of stockholders. Equity provisions keep each executive whole in situations where shares may no longer exist, or awards cannot otherwise be replaced.
				Accelerated equity vesting upon termination post-change in control		Retains executives through a change in control.
						Allows the CompanyOSG to obtain releases of employment-related claims.
						Assists in attracting top talent.
		Severance Arrangements - Termination without cause or for Good Reason		Severance and related benefits paid upon termination without cause or resignation for good reason		The entirety of the severance benefits (cash and equity) are designed to assure executives of compensation in the event of the loss of employment. Assists the Company in retaining top talent.

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Named Executive Officer Compensation Mix

The charts below depict the mix of those elements of the 2021 compensation program that are at-risk, such as the cash bonus under our Annual Incentive Program and time and performance-based equity grants, compared to the fixed base salary for the CEO and the other executive officers.

Base Salary

We strive to pay base salaries that are market-competitive for a company of our size so as to attract and retain talented executives and to provide a secure fixed level of compensation. The Compensation Committee annuallyregularly reviews the base salaries of our executive officers and compares them to the salaries of senior management among the peer groupsgroup as well as other regional market data, bearing in mind that total estimated direct compensation opportunity is the principal comparative measure of the competitiveness of our program. Based on its own experience and such comparison, the Compensation Committee determines whether the

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salaries of the NEOs are at levels sufficient to attract, motivate and retain, in concert with other elements of compensation, the executives who are essential to leading the CompanyOSG and driving stockholder value.

2021 Annual adjustments in base salary, if any, take into account individual performance, prior experience, position duties and responsibilities, internal equity and external market practices. The Compensation Committee largely relies on the CEO’s evaluation of each executive’s performance (other than his own) in deciding whether to approve merit increases for any executives in a given year.

The following table sets forth the 2018 base salaries for our NEOs. The increases are a result of comparisons to the market compensationIncentive Program for the two peer groups utilized byExecutive Officers

At our 2019 Annual Meeting of Stockholders, our shareholders approved the Compensation Committee.

Name	Position	2018 Annual Salary Rate	% increase from 2017
Norton	President, CEO and Director	$395,000	N/A
Trueblood	VP and CFO	$256,000	N/A
O'Halloran	VP and Chief Operations Officer	$230,000	12%
Mote	VP and Chief Administrative Officer	$230,000	12%
Allan	VP, General Counsel and Corporate Secretary	$250,000	9%

2018 Annual Performance Bonus Program

CEO's 2018 Annual Bonus

For 2018, Mr. Norton’s annual bonus was set and certified under the terms established in his Employment Agreement dated July 17, 2016 (the "2016 CEO Employment Agreement"), which was entered into at the time Mr. Norton became an employee of the Company. All incentive payments were made pursuant to the Management2019 Incentive Compensation Plan as approved by our stockholdersfor Management (the "Management Plan"). It is important to note that in December 2018, we entered into a revised employment agreement with Mr. Norton (the "2018 CEO Employment Agreement"“Plan”) which reflects a newnow governs all incentive awards given by OSG.

The Annual Incentive Program for 2021 (“Annual Incentive Program”) is consistent with our compensation philosophy, regarding Mr. Norton’smeets the requirements of the Plan, and is in line with compensation and re-designs his compensation package going forward. Please see "2018 CEO Employment Agreement" for details. practices within OSG’s peer group.

The following description summarizes Mr. Norton’s compensation as it was determinedthe design of the Annual Incentive Program for the NEOs, which is the same design adopted by the Compensation Committee at the beginning of the performance period in 2018 and as agreed in the 2016 CEO Employment Agreement.

For 2018, Mr. Nortonfor 2020. The program was eligible for annual performance-based compensation with a target value of $1,250,000 pursuant to his 2016 CEO Employment Agreement. Mr. Norton's 2016 CEO Employment Agreement provides that his bonus be paid 50% in fully vested shares of Class A Common Stock and 50% in fully vested non-qualified stock options (with an exercise price equal to the market close on the date of the grant), all of which is subject to a holding requirement, as discussed in greater detail below in "2016 CEO Employment Agreement".

The Compensation Committee established individual goals for Mr. Norton in early 2018. The Committee intended that the particular goals be transparent and measurable, with visible objectives that were quantifiable for each action so that performance could be reasonably determined by the Committee objectively. The Committee certified that Mr. Norton achieved 100%in late 2020, and was finalized in March of his annual bonus for 2018 following the end of the performance period. Mr. Norton's goals and accomplishments are summarized as:

Demonstrating effective revenue management by:

2021:

	●	A pool of funds was established using the metric of FCF, a non-GAAP measure, with the amount of the pool calculated based on a pre-determined formula, setting forth threshold, target and maximum levels of achievement, and containing a SG&A multiplier (the “Pool”). We define FCF as EBITDA less capital expenditures. See the section “Non-GAAP Financial Measures” for further details.
◦	Increasing
	●	The FCF funding formula is based upon the forward visibilitybudget approved by the Board of Directors, with the formula increasing or decreasing from 100% of target incentive amounts depending on achievement. A 15% increase or decrease in FCF will increase or decrease the bonus payout potential by 50%. A decrease of greater than 15% reduces the target payout to 0%.
	●	The calculation of the Company's revenues by locking in time chartersPool excludes the impact (positive and/or negative) of unusual, non-recurring or extraordinary items or expenses; charges for 75% of available vessel days in 2019, extending the AMSC bareboat chartersrestructurings; discontinued operations; and lightering commitments at increased volumes, and securing commitments for the MSP tankers through 2020.

	acquisitions or divestitures.
◦	Significantly improving the available trading days for conventional tankers at fixed time rates above breakeven cashflow levels.

◦	●	ConcludingAchievement is tied to whether a bareboat charter“safety incident” has occurred. A “safety incident” is defined as: A major safety and/or containment incident which results from negligence or misconduct of management or results from a material violation of state or federal operation, safety or construction regulations or if the ex-Oregon Voyager, now renamedresponsible party fails to report the incident or to cooperate with the relevant authorities in responding to such incident.Overseas Key West for 10 years.

◦	Contracting to build two newbuild MR tankers designed to meet new regulations which have a material fuel cost advantage over comparable vessels.

◦	Contracting to build two new barges, thereby maintaining a continuing presence●	Target achievement levels for each participant in the conventional ATB market.Annual Incentive Program were established by the Compensation Committee as a percentage of salary, as set forth in the table below.

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Demonstrating operational excellence including:

◦	Reducing both the frequency and severity of injuries aboard the Company's operating vessel fleet, based on statistics being tracked for loss time injuries and total recordable injuries, also enabling savings in insurance premiums.22

◦	Beginning to implement a new ERP system.

Containing costs and improving workplace efficiencies including:

◦	Refining cost controls which resulted in significant reductions to operational expenses without compromising safety goals.

◦	Achieving SG&A savings significantly below budget.

Successfully managing liquidity by refinancing the Company's long-term debt with new loans

Achievement of $27.5 million and $325 million resulting in a reduction in interest expenses.

NEOs' 2018 Annual Bonus

Pursuant to the Management Plan, as approved, the NEOs are eligible to receive annual cash incentivesperformance is measured based upon the achievement of specific annual performance goals established by the Compensation Committee. The Management Plan lists specific performance measures upon which payment of performance-based incentive awards may relate. For 2018, the Committee approved a cash pool from which bonus payments would be allocated. All shoreside staff including the NEOs (other than Mr. Norton), were eligible to participate in this bonus pool at a target bonus opportunity of 15% of each participant's salary. The total valuecalculation of the pool is 15%Pool, as described above, and consideration of all shoreside salaries, with allocations determined at the end of the fiscal year by the Committee for the Executive Officers (excluding Mr. Norton, who was not a participant) and by senior management for the remaining participants.

For the NEOs, the 2018 program focused on short-term financial and operationalindividual goals determinedapproved in advance by the Compensation Committee to be important areas of focus. The Committee established shared, high-level goals applicable to allfor each of the NEOs with each NEO having defined individual performance goals which contributed to these high-level goals. As withas described in the CEO's annual bonus, the Committee intended that the particular goals be transparent and measurable, with visible objectives that were quantifiable for each action so that performance could be reasonably determined by the Committee objectively. These goals were based on specific measures of operational performance covering a broad range of performance indicators. The following summarizes these shared goals and the primary specific 2018 achievements relative to those goals for Mr. Trueblood, Mr. O'Halloran, Mr. Mote and Ms. Allan:

GOAL: Attaining scale. This goal was achieved by success in contracting to build two new 204,000-barrel barges, two newbuild MR tankers and concluding a bareboat charter.

•GOAL: Operational excellence. Achievement of this goal was demonstrated by:

◦	A company-wide effort to focus on safety and the elevation of situational awareness, resulting in more than 50% reduction in total recordable incidents over a two-year period.

◦	Selecting a contractor for and beginning to implement a new ERP System.

GOAL: Containing costs and improving workplace efficiencies. Achievement of this goal was demonstrated by:

◦	Assessing the needs of the Company for the future and leading a shift in the culture at all levels to contribute to making incremental gains to support these needs.

◦	Achieving significant SG&A savings through improved processes, vendor management, and focused effort to reduce costs.

GOAL: Financial certainty and managing liquidity. This goal was met by refinancing the Company's long term-loan with two new loans of $27.5 million and $325 million, resulting in a reduction in interest expense.

The Compensation Committee received quarterly reports from each NEO and, attable below. Following the end of the performance period, a self-assessment paired with evidence of performance to the applicable measurement, as well as recommendations from Mr. Norton as to how well each of the NEOs performed to their individual goals. The Committee evaluated these reports and recommendations and assessed the level of achievement of the pre-set goals and the evidence that the applicable measures had been achieved relative to the respective individual performance goals. Following this assessment, it was determined that Messrs. Trueblood, O'Halloran and Mote and Ms. Allan achieved their individual goals above target levels:

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Name	2018 Target Bonus	Target Bonus $			Actual Achievement %	Actual Payment
Trueblood	15%	$	38,400		25%	$	64,000
O'Halloran	15%	$	34,500		22.5%	$	51,750
Mote	15%	$	34,500		22.5%	$	51,750
Allan	15%	$	37,500		20%	$	50,000

Special Bonus Pool

In early 2017, the Compensation Committee approved a Special Bonus Pool aimed at rewarding key employees for achieving material reductions in shore-based general and administrative expenses during the period from November 30, 2016 to December 31, 2018. Fifty percent (50%) of the special bonus, if earned, would be paid at the conclusion of the 2018 performance year, and if the SG&A reductions are maintained and do not increase by more than 10% in 2019, the second half of the special bonus will be paid following the conclusion of the 2019 performance year. All of the NEOs are participants in this program, with the allocation of the Special Bonus Pool as follows:

Participant	% Participation
Norton	35%
Trueblood	15%
O'Halloran	12.5%
Mote	12.5%
Allan	5%
Remainder deposited in the Annual Bonus Pool to be distributed to other employees (non NEOs) at the discretion of the CEO	20%
Total	100%

At its meeting in February 2019, the Compensation Committee certified the level of achievement, with distributionFCF formula and evaluated each of the Special Bonus Pool as follows:

•50%NEO’s individual performance to determine the achievement level. The outcome of this analysis and evaluation of performance for the fiscal year ended December 31, 2018; and

•50% for the fiscal year ending December 31, 2019, as long as the reductions achieved during the two year performance period are not reversed in the 2019 fiscal year in an amount exceeding 10%.

The value of the 2019 payment and the potential value of the 2020 payment areAnnual Incentive Program is set forth in the table below.

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Participant	% Participation	First Half (earned)			Second Half (if earned)			Total (if earned)
Norton	35%	$	921,225		$	921,225		$	1,842,450
Trueblood	15%	$	394,811		$	394,811		$	789,622
O'Halloran	12.5%	$	329,009		$	329,009		$	658,018
Mote	12.5%	$	329,009		$	329,009		$	658,018
Allan	5%	$	131,604		$	131,604		$	263,208
Remainder deposited in the Annual Bonus Pool to be distributed to other employees (non NEOs) at the discretion of the CEO	20%	$	526,414		$	526,414		$	1,052,828
Total	100%	$	2,632,072		$	2,632,072		$	5,264,144

final column:

NEO		GOALS		TARGET		ACHIEVEMENT LEVEL
Norton		Maximize the utilization of the fleet and TCE Results Sustain liquidity access Promote safety culture and environmental stewardship Lead the Environmental, Social and Governance (“ESG”) strategy Lead the implementation of the enterprise software system Achieve SG&A synergies		100% of Base Salary		125% of Target
Trueblood		Sustain liquidity access and efficient capital management Lead the long-term financial strategy Prepare for the transition of the accounting and financial control system to the new enterprise software system		60% of Base Salary		125% of Target
O’Halloran		Lead safety and operational performance across the fleet and harmonize best practices Lead the development of strategies to reduce OSG’s carbon footprint Oversee the transition of operations, quality and purchasing departments to the new enterprise software system Maximize the efficient management of dry dock costs		60% of Base Salary		125% of Target
Mote		Lead the implementation of the enterprise software system Take measures to minimize the impact of the COVID-19 pandemic Lead the collective bargaining strategies Implement enhancements to the operations of the insurance department		60% of Base Salary		125% of Target

Long Term Incentives

The Special Bonus Pool payment of $2,632,072 in respect of fiscal 2018 represented approximately 22% of the aggregate net savings in SG&A achieved during the two year performance period of fiscal 2017 and 2018.  If targets are met during fiscal 2019, the total Special Bonus Pool payment earned will rise to approximately 26% of the aggregate net savings in SG&A achieved across fiscal 2017, 2018 and maintained in 2019, without considering the future impact of the continuing reduction in the Company’s cost structure. The aggregate net savings include the following SG&A reductions in actual expenses:

• 55% reduction in accounting fees

• 54% in liability insurance cost

• 32% reduction in consulting fees

•100% reduction in advertising cost

• 72% reduction in travel & entertainment expenses

• 47% reduction in printing reports /office supplies

• 68% reduction in hiring and relocation cost

• 19% reduction in compensation & benefits

• 25% reduction in directors' fees

Other factors taken into account in the calculation of the value of the Special Bonus Pool were the number of available vessel operating days and the treatment of actuarial fluctuations for the pension.  To encourage permanent cost reductions, theCompensation Committee determined to continue to grant performance-based RSU awards that 2019 payments under the Special Bonus Pool would be conditioned upon sustaining these cost savings until the end of the second performanceare tied to TSR and cumulative ROIC metrics, with vesting after a three-year period ending on December 31, 2019.

The Special Bonus Pool will sunset following the 2019 performance year. That is, whether or not the remaining 50% of the Special Bonus Pool is paid out at the conclusion of the 2019 performance year, the program will terminate, and the Company has no plans2023. These awards are subject to replace the program.

Long-Term Incentives

Our equity-based compensation program is intended to align the interests of our executives with those of our stockholders, and to focus our executives on the achievement of long-term performance objectives that will support the success of our business strategy (see "Executinggoals based on Strategy: our 2018 Performance"), thereby establishing a direct relationship between long-term operating performance and sustained increases in stockholder value and executive compensation.

During 2018, the Compensation Committee approved long-term, equity-based incentives for our NEOs other than Mr. Norton. Fifty percent of each NEO's equity award was granted in the form of time-based RSUs, which vest in three equal annual installments beginning on the first anniversary of the grant date. The remaining 50% was granted in the form of PRSUs, equally divided between two performance measures: (i)OSG’s three-year TSR relative to the three-year TSR of the Oil & Gas Storage & Transportation and Marine GICS Sub-Industries, (the "Index") and (ii) cumulativeOSG’s ROIC relative to our budget.budgeted ROIC for the performance period. ROIC is net operating profit after taxes divided by the net of total debt plus shareholder equity less cash.

Due to the impact of the COVID-19 pandemic on OSG’s business, the Compensation Committee adopted the Special 2021 Grant, a one-time, performance-based equity grant incremental to the equity grants tied to TSR and ROIC metrics. The effect of this Special 2021 Grant is an increase in the percentage of equity grants that are performance-based and at risk. The Committee determined that the performance of the NEOs merited this grant and would provide an incentive tied to performance criteria that would focus the NEOs on the matters that are of greatest importance to OSG and its continued operational and financial success, and that were within their ability to control or influence.

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Each type of grant and the grant date values are describedshown in the table below. The grant date value for equity was set at 50% of the NEO base salary. Please refer to the Summary Compensation Table, Grants of Plan Based Awards Table and the Outstanding Equity Awards at Fiscal Year-End Table for additional details regarding these grants:

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NEO	Total Grant Date Value	Time-Based RSUs (1)(2)	Performance-Based RSUs (1) (3)
Norton	n/a	n/a	n/a
Trueblood	$128,000	$64,000	$64,000
O'Halloran	$115,000	$57,500	$57,500
Mote	$115,000	$57,500	$57,500
Allan	$125,000	$62,500	$62,500

NEO		Total Grant Date Value (1) (2)				Time-Based RSUs (1) (3)				Performance-Based RSUs TSR/ROIC (1) (4)				Performance-Based RSUs Special 2021 Grant (1) (5)
Norton		$	1,338,750			$	425,000			$	425,000			$	488,750
Trueblood		$	510,000			$	127,500			$	127,500			$	255,000
O’Halloran		$	450,500			$	112,625			$	112,625			$	225,250
Mote		$	450,500			$	112,625			$	112,625			$	225,250

(1)	Represents the grant date value of the awards made on February 8, 2018.March 23, 2021.

(2)

The grant date value was set at 170% of each of Mr. Trueblood, Mr. O’Halloran and Mr. Mote’s base salary and 315% of Mr. Norton’s base salary.

(2)

(3)

Represents RSUs, one-third of which vested on February 8, 2019,March 23, 2022, and one-third of which will vest on each of February 8, 2020March 23, 2023, and 2021.2024.

(3)(4)	The performance metrics governing these performance-based RSU grants are TSR and ROIC. Achievement relative to these goals will be measured at the conclusion of the three-year performance period (2018(2021 - 2020)2023) to determine the extent to which the performance-based RSUs will vest. The performance measures are further described below.

(5)

The Special 2021 Grant is payable in shares of Class A Common Stock upon vesting based on attainment of key operational and financial measures with an eighteen-month performance period ending on June 30, 2022.

Performance-Based RSU Awards

The 20182021 PRSU awards vestfor TSR and ROIC have three-year performance periods that end on December 31, 2020,2023, subject to the achievement of the respective performance metrics. One half of the grant is subject to a performance goal based on the Company's three-year TSR relative to the three-year TSR of the Index; the other half of the grant is subject to a performance goal based on the Company's cumulative ROIC relative to the Company's budgeted ROIC for the performance period. The vesting of these awards is subject to the Compensation Committee’s certification of the achievement of the articulated goals following the conclusion of the performance period.

Vesting of the TSR awards will beis in accordance with the following schedule, using linear interpolation for achievement between the 40th and 50th percentiles and between the 50th and 75th percentiles:

Total Shareholder Return (TSR)

Total Shareholder Return (TSR)
Company TSR relative to the TSR of the companies in the Index		Percentage of target RSUs that vest and become nonforfeitablenon-forfeitable
Below 40th Percentile		—%
40th Percentile		50%
50th Percentile		100%
75th Percentile or above		150%

In the event that the Company's three‐yearOSG’s three-year TSR is greater than the median of the Index but still negative, a maximum of 100% of the target number of PRSUs governed by TSR may be earned. That is, there would be no upside for greater than target achievement if the Company's three‐yearOSG’s three-year TSR is negative. Should the CompanyOSG reach the threshold level of performance for the performance period, 50% of the target number of TSR PRSUs would be earned.

Achievement of the ROIC awards will beis in accordance with the following schedule, using linear interpolation between 80% and 100% attainment and between 100% and 120% attainment of the performance goal:

Return on Invested Capital (ROIC)

Performance attainment (as a % of performance goal)		Percentage of target PRSUs that vest and become non-forfeitable
Below 80%		—%
80%		50%
100%		100%
120% or above		150%

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Return on Invested Capital (ROIC)
Performance attainment (as a % of performance goal)	Percentage of target PRSUs that vest and become non-forfeitable
Below 80%	—%
80%	50%
100%	100%
120% or above	150%

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Pay For Performance And

Special 2021 Grant

The Special 2021 Grant is performance-based, with a performance period of eighteen months, measured from January 1, 2021 to June 30, 2022. The Compensation Mix

Committee designed this Special 2021 Grant as a direct result of the impact of the COVID-19 pandemic, intending it to be a one-time grant. The pay mixperformance-based grants previously made, all with three-year performance periods, did not and could not possibly have projected the occurrence of the COVID-19 pandemic, such that the goals that had been established in these previously made awards assumed normalized markets and operations. The pandemic had an extended negative impact on our business due to severe deterioration in demand for 2019 is shown below demonstratingfuel oil. As a result, the NEOs received zero or less than target payouts for certain awards, and the Compensation Committee has the expectation that grants with performance periods that have not ended would also be severely impacted. Given the continuing uncertainty at the time the Special 2021 Grant was made, particularly around when these challenging business conditions would end, the Compensation Committee recognized the need to further incentivize the NEOs to perform well under extremely difficult market conditions. The extensive effects have been described and disclosed in 2019OSG’s earnings releases, Form 10-K and Forms 10-Q throughout the compensation programyear. The Compensation Committee determined that a special grant tailored to specific metrics that were within the control and influence of the NEOs that would focus them on actions that would benefit the health and future of OSG while operating in this environment was the right approach to the situation. Each of the metrics within the Special 2021 Grant are measured and weighted separately without an upside or downside, and a maximum payout limited to 100%. The metrics are shared by the NEOs and have the following objectively measured goals:

2021 Special Grant Metrics		Weight
Time Charter Equivalent (TCE)(1) of fixed vessels is within 95% of budget		15%
Key performance indicators for safety are improved compared to the five-year average		20%
Financial performance relating to debt covenants and EBITDA(1) are met		65%

(1) See the section “Non-GAAP Financial Measures” for our NEOs is heavily weighted toward variable compensation.

more detailed information on the calculation of these non-GAAP measures.

CEO Employment Agreements

2018

Mr. Norton’s Employment Agreement (“the CEO Employment Agreement

OnAgreement”) became effective on December 15, 2018 we entered into a new employment agreement with Mr. Norton, which was effective December 15, 2018 (the "2018 CEO Employment Agreement") and will continue until Mr. Norton’s separation from service from the Company, which will occur on the earliest of Mr. Norton’s death, disability, termination (whether or not for cause), or voluntary resignation (whether or not for good reason). The 2018 CEO Employment Agreement supersedes and replaces the prior employment agreement entered into between OSG and Mr. Norton (the "2016 CEO Employment Agreement"). The 2018 CEO Employment Agreement requires that Mr. Norton be nominated annually for election to the Company’s boardOSG’s Board of directorsDirectors and provides for annual cash and long-term equity incentive compensation opportunities and other benefits, as summarized in the following chart:

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Calendar Year	2020	2019	2018
Base Salary	No less than $425,000	$425,000, effective 1/1/2019	$395,000, effective 7/17/2016
Annual Incentive Opportunity	Eligible for a target bonus equal to 100% of salary payable in cash based on achieving pre-determined performance criteria, with threshold and maximum determined annually.	Eligible for payment of his portion of the second half of the Special Bonus Pool if performance metrics are obtained.	$1,250,000 bonus award paid with 50% fully vested stock and 50% fully vested options based on individual goals and subject to a three (3) year holding requirement.
		Target cash bonus under the Company's annual incentive opportunity will be 0% in 2019.
Long-Term Incentive Opportunity	Grant date value equal to 250% of base salary at target ($1,062,500).	Grant date value equal to 150% of base salary at target ($637,500).	N/A
	The number of shares to be granted to be determined using a 20-trading day VWAP.	The number of shares to be granted to be determined using a 20-trading day VWAP.
	Vesting criteria applicable to all NEO equity awards to be set by the Committee at the time of grant.	PRSU awards cliff vest at the end of a 3-year period based on metric achievement. RSU awards vest ratably over a 3-year period.
Restrictive Covenants	Bound by typical restrictive covenants, including, but not limited to, non-competition, non-solicitation, non-disclosure, non-disparagement.
	Non-compete/non-solicitation period of 12 months from date of departure; provided, however, that in the event of a sale of all or substantially all of the assets or equity, the non-compete no longer applies.

Base Salary		No less than $425,000
Annual Incentive Opportunity		Eligible for a target bonus equal to 100% of salary payable in cash based on achieving predetermined performance criteria, with threshold and maximum determined annually.
Long-Term Incentive Opportunity		Grant date value equal to at least 250% of base salary at target. The number of shares to be granted to be determined may use a 20-trading day volume weighted average price at the Compensation Committee’s discretion. Vesting criteria applicable to all NEO equity awards to be set by the Compensation Committee at the time of grant.
Restrictive Covenants		Customary restrictive covenants, including, but not limited to, non-competition, non-solicitation, non-disclosure, and non-disparagement. Non-compete/non-solicitation period of 12 months from date of departure; provided, however, that in the event of a sale of all or substantially all of the assets or equity, the non-compete no longer applies.

The 2018 CEO Employment Agreement carried forward thecertain terms of the 2016 CEO Employment Agreement regarding Mr. Norton's performance-based bonus for the 2018 fiscal year with a target value of $1,250,000, with metrics based on the relative achievement of individual and company performance objectives that were established by the Committee at the beginning of the 2018 fiscal year.Norton’s prior employment agreement. Mr. Norton will retain, continue to vest in, and continue to hold equity awards granted to him prior to the date of the 2018 CEO Employment Agreement. Mr. Norton has agreed to hold all shares of OSG’s Class A Common Stock received that immediately vested, including any shares acquired under the 2018 Bonus, until the earliest to occur of (x) a Change in Control (as defined in the Management Plan); (y) the Date of Separation from Service (as defined in the 2018 CEO Employment Agreement), solely in the event of a termination of his employment by OSG without Cause or by him for Good Reason (as such terms are defined in the 2018 CEO Employment Agreement); and (z) the third (3rd) anniversary of the acquisition of any such shares. Mr. Norton is required to elect to use net settlement to satisfy any exercise price or taxes due thereon.

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For 2019, Mr. Norton received long-term equity incentives with a grant date value equal to 150% of his base salary.

The time-based RSUs will vest ratably, annually on each of the first three anniversaries of grant. The 2019 performance-based RSU awards cliff vest on December 31, 2021, subject to the achievement of performance goals based on the Company's three-year TSR relative to the three-year TSR of the Index, and the Company's cumulative ROIC relative to the Company's budgeted ROIC for the performance period. The number of shares subject to the grant was determined by dividing the grant date value by the volume weighted average price ("VWAP") for the 20 trading days preceding the date of grant.

For 2020 and subsequent years, Mr. Norton will be eligible to receive an annual cash incentive targeted at 100% of his annual base salary, with threshold and maximum bonus opportunities to be determined by the Committee annually based on performance measures and goals set by the Committee at the beginning of each year. Mr. Norton will also receive a long-term equity incentive opportunity with a grant date value targeted at 250% of his base salary, with the form of grant and vesting criteria to be determined by the Committee upon approval of the grant. The number of shares awarded through 2020 will be determined by dividing the grant date value by the VWAP for the 20 trading days preceding the date of grant. Additionally, the Committee has discretion to cancel any unvested awards issued to Mr. Norton prior to the Effective Date if OSG experiences certain safety- or containment-related incidents resulting from gross negligence, willful misconduct, a violation of federal regulations or failure to report an incident.

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Mr. Norton will continue to participate in the Special Bonus Pool previously approved by the Committee. For 2018, Mr. Norton earned 35% of the certified Special Bonus Pool and was paid 50% of his award in March 2019. The remaining 50% will be payable in the first quarter of 2020 if he remains employed through December 31, 2019 and the metric is attained.

In connection with the execution of the 2018 CEO Employment Agreement, Mr. Norton was also granted 357,995 shares of restricted stock with a grant date value of $750,000 (the “Restructuring Grant”). The number of shares granted was determined by dividing the grant date value by the VWAP for the 20 trading days preceding the date of grant. These shares vested upon execution of the 2018 CEO Employment Agreement, but a portion of the shares were withheld for the purpose of paying applicable withholding taxes. Under the terms of the Restructuring Grant, these shares will be subject to certain restrictions on transfer upon Mr. Norton’s resignation for Good Reason, retirement or termination without Cause, including that Mr. Norton must hold such shares until the earlier to occur of the third (3rd) anniversary of the grant or the six (6) month anniversary following separation. Further, the Restructuring Grant is subject to clawback in the event Mr. Norton is terminated for Cause.

The 2018 CEO Employment Agreement provides for different severance benefits under various scenarios. The following table depicts these scenarios and compares them to the outcome that would have occurred under Mr. Norton's 2016 CEO Employment Agreement. We are providing this information to highlight some of the changes that were put in place at the end of 2018 to the structure of Mr. Norton's compensation.

scenarios:

	Benefit
Benefit	Upon Separation of Service/Treatment of Leaving
		Effective 12/15/2018	7/16/2016 through 12/14/2018
Termination Without Cause/ Resignation With Good Reason	“	Accrued Benefits”Benefits include:
Earned but unpaid base salary	Same
Earned, but unpaid annual incentives,
if any Accrued but unused vacationvacations days,
if any Expense reimbursement
Salary Continuation
Twelve (12) months base salary continuation at the salary rate in effect as of the date of termination	Same
Pro Rata Annual Incentive
Annual incentive, not pro-rated, for the year of termination, to the extent that the applicable performance goals are achieved, and annual incentives are paid generally	Pro rata annual incentive for the year of termination, pro-rated to reflect the number of days lapsed as of the date of separation
Pro Rata Special Bonus Pool
Pro-rated to reflect the number of days worked during the performance period as of the date of separation	N/A
Treatment Of Outstanding (Unvested) Equity Compensation
Time-based equity to accelerate and vest in full	Same
A pro rata portion of the performance-based equity to remain in force and vest at the conclusion of the performance period, to the extent the performance goals are achieved and the performance-based equity vests generally	All unvested performance-based equity to be forfeited and canceled
Termination For Cause/Voluntary Resignation (Without Good Reason)		Accrued Benefits
(same as stated above) All vested/settled equity is retained	Same
Vested options remain exercisable until the earlier of (i) one year from the date of termination or (ii) the expiration of the option	N/A
All unvested equity (both time- andtime-and performance-based) to be forfeited and canceled	Same
Restructuring grant is subject to clawback	N/A

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Benefit	Upon Separation of Service/Treatment of Leaving
Effective 12/15/2018	7/16/2016 through 12/14/2018
Termination Due To Death Or Permanent Disability		Accrued Benefits
	(same as stated above) All vested/settled equity is retained	Same
	Vested options remain exercisable until the earlier of (i) one year from the date of termination or (ii) the expiration of the option	All options forfeited and canceled upon separation
	All unvested time-based equity accelerates and vests	All unvested equity (both time- and performance-based) to be forfeited and canceled
	All unvested performance-based equity to be forfeited and canceled
Termination Without Cause/Resignation With Good Reason Within Twenty-Four (24) Months Following A Change In Control (Double (Double Trigger)	Trigger
Double trigger - requires Double-Trigger Change In Control (requires both change in controlCIC and termination of employmentTermination for payout	Single trigger - change in control clause that would have sunset in July 2019
payout) Accrued Benefits (same as stated above)
Salary Continuation
Twelve (12) months base salary continuation at the salary rate in effect as of the date of termination	N/A
Annual Incentive
Annual incentive, paid at target, for the year of termination	N/A
Treatment of Outstanding (Unvested) Equity Compensation
Time-based equity to accelerate and vest in full	N/A
Performance-based equity subject to accelerated pro rata vesting based on deemed attainment of the maximum performance level,	N/A pro-rated for the number of days in the performance period that have lapsed as of the Date of Separation from Service

2016 CEO Employment Agreement

Under

The forgoing description is qualified in its entirety by reference to the terms of Mr. Norton's 2016 CEO Employment Agreement, which was valid only until December 14, 2018 when it was supersededis an exhibit to OSG’s Annual Report on 10-K and is incorporated by the 2018 CEO Employment Agreement, Mr. Norton’s compensation package was heavily weighted to provide more equity compensation than cash compensation. The 2016 CEO Employment Agreement is relevant in that the compensation disclosed in this CD&A and in the compensation tables contained within this Proxy Statement were based on the terms of this agreement.reference herein.

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The holding period provision in the 2016 CEO Employment Agreement - that shares of Class A Common Stock acquired must be held by Mr. Norton at least until the earliest to occur of (i) a change in control, (ii) termination of Mr. Norton’s employment by the Company without cause or by Mr. Norton for good reason and (iii) the third anniversary of the date the shares were acquired - has been carried forward in the 2018 Employment Agreement. Another provision carried forward is that Mr. Norton's awards are subject to forfeiture in the event the Company experiences a major safety and/or containment incident which resulted from gross negligence or willful misconduct of management, resulted from a violation of federal operation, safety or construction regulations, or negligent failure to report the incident or to cooperate with relevant authorities in responding to such incident.

Mr. Norton’s 2016 CEO Employment Agreement also provided for an annual target bonus of $1,250,000 requiring payment in fully vested equity, based on the relative achievement of annual individual and Company performance objectives as determined by the Compensation Committee.

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The Company also agreed to cover certain travel expenses in 2016 and 2017 relating to Mr. Norton’s travel between Miami and Tampa, Florida, as well as attorney’s fees incurred in connection with entering into the 2016 CEO Employment Agreement.

The 2016 CEO Employment Agreement provided for a single trigger change in control, as defined in the Management Plan, which provision would have expired in July 2019. However, this provision was replaced in the 2018 CEO Employment Agreement with a double trigger change in control provision. Please also see the discussion in "

Say on Pay Results" above in this CD&A.

Employment Agreements with NEOs other than the CEO

The Company

OSG has entered into employment agreements with Messrs.Mr. Trueblood, O'Halloran,Mr. O’Halloran and Mr. Mote, and with Ms. Allan, all of which contain similar terms. TheEach employment agreements provideagreement provides for an annual base salariessalary and a target bonus of at least 15% of each executive'sexecutive’s annual base salary. If the executive is actively employed on December 31, 2018 and in good standing, the executive will be eligible to participate in the Special Bonus Pool. In addition, eachEach executive may receive additional equity awards from time to time inat the discretion of the Compensation Committee, which awards will have a total target value of at least 50% of such executive'sexecutive’s base salary.

The employment agreements provide for severance benefits in the event of termination without cause or resignation for good reason as follows: (i) accrued but unpaid amounts through the date of separation of service; (ii) 12 months'months’ continuation of annual base salary; (iii) the executive'sexecutive’s annual bonus for the year of separation pro-rated based on performance factor achievement and the number of days in the fiscal year in which he or she was employed; (iv) any compensation to which the executive is entitled under the Special Bonus Pool pro-rated based on the number of days in the fiscal year in which he or she was employed; and (v)(iv) accelerated vesting of any unvested time-based equity awards.

If, during the two-year period following a change in control of the Company,OSG, an executive’s employment is terminated without cause or the executive resigns for good reason, the employment agreements provide for severance benefits as follows: (i) the executive'sexecutive’s target annual bonus for the year of separation; (ii) any compensation to which the executive is entitled under the Special Bonus Pool; and (iii)(ii) accelerated vesting of any unvested equity awards.

awards (time-based and performance-based), satisfied at the designated maximum level and such awards shall vest pro rata based solely upon the provision of services over the performance period.

Each executive agreed to a non-competition and non-solicitation obligation during the executive'sexecutive’s employment term and for 12 months thereafter; eachthereafter. Each executive also agreed to confidentiality and non-disparagement obligations during and following employment with the Company. The executives also agreedOSG, and to timely delivery of a release in connection with termination of the executive'sexecutive’s service. Severance and other benefits are conditioned on compliance with these covenants.

The forgoing description is qualified in its entirety by reference to the employment agreements referred to above, which are exhibits to OSG’s Annual Report on 10-K and are incorporated by reference herein.

Additional Information

Benefits

In general, we provide benefits to our employees (including our NEOs) that we believe are important to maintain a competitive total compensation program. Benefits are designed to provide a reasonable level of retirement income and to provide a safety net of protection against the financial concerns and catastrophes that can result from illness, disability or death.

We provide a tax-qualified defined contribution employee benefit plan to employees known as the OSG Ship Management Inc. Savings Plan (the “Savings Plan”). Under the Savings Plan, eligible employees may contribute, on a pre-tax basis, an amount up to the limit imposed by the Internal Revenue Code Section 401(k). In 2018, the Company2021, OSG matched 100% of the first 4% of a participant’s pre-tax contributions and then 50% of pre-tax contributions in excess of 4% but not in excess of 8%.

Impact of Section 162(m) on Compensation

Prior to the Tax Cuts and Jobs Act (“Tax Reform”) that was signed into law December 22, 2017, Section 162(m) of the Code generally limited to $1 million the U.S. federal income tax deductibility of compensation paid in one year to a company’s chief executive officer or any of its three next-highest-paid executive officers (other than its chief financial officer). Compensation that qualified as “performance-based” under Section 162(m) of the Internal Revenue Code was exempt from this $1 million limitation. As part of Tax Reform, the ability to rely on this “qualified performance-based compensation” exception was eliminated, and the limitation on deductibility was generally expanded to include all NEOs. Although we maintain compensation arrangements that were intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code prior to Tax Reform, subject to certain transition relief rules, we may no longer take a

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deduction for any compensation paid to our NEOs in excess of $1 million. Furthermore, although the Committee may have taken action intended to limit the impact of Section 162(m) of the Internal Revenue Code, it also believes that the tax deduction is only one of several relevant considerations in setting compensation. The Committee believes that stockholder interests are best served by not restricting the Committee’s discretion and flexibility in structuring compensation programs, even though such programs may result in non-deductible compensation expenses. Accordingly, achieving the desired flexibility in the design and delivery of compensation may have resulted (and may continue to result, in light of the recent changes in law) in compensation that in certain cases is not deductible for federal income tax purposes.

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HUMAN RESOURCES AND COMPENSATION COMMITTEE REPORT

The Human Resources and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis ("CD&A") with management. Based on this review and discussion, the Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2018. 

	By the Human Resources and Compensation Committee:
	Julie Silcock, Chair
	Gary Eugene Taylor
	Ty E. Wallach27

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SUMMARY COMPENSATION TABLE

The Summary Compensation Table includes individual compensation information for services by the NEOs in all capacities for the CompanyOSG and our subsidiaries.

Name and Principal Position	Year	Salary (1)			Bonus		Stock Awards (2)(3)(4)(5)			Option Awards (3)(6)			Non-Equity Incentive Plan Compensation (7)			All Other Compensation (8)			Total
Samuel H. Norton (3)	2018	$	395,000		—		$	1,375,000		$	625,000		$	921,225		$	18,457		$	3,334,682
President and	2017	$	395,000		—		$	629,166		$	485,945		—			$	25,573		$	1,535,684
Chief Executive Officer	2016	$	182,308		—		$	2,082,809		$	660,936		—			$	81,055		$	3,007,108
Richard L. Trueblood (9)	2018	$	256,000		—		$	128,000		—			$	458,811		$	11,332		$	854,143
Vice President and	2017	$	109,292		—		$	98,690		—			—			—			$	207,982
Chief Financial Officer
Patrick J. O'Halloran (10)	2018	$	230,000		—		$	115,000		—			$	380,759		$	16,236		$	741,995
Vice President and	2017	$	207,116		—		$	165,032		$	34,167		$	51,250		$	15,734		$	473,299
Chief Operations Officer	2016	$	185,483		—		—			—			$	99,229		$	27,217		$	311,929
Damon M. Mote (10)	2018	$	230,000		—		$	115,000		—			$	380,759		$	17,986		$	743,745
Vice President and	2017	$	207,116		—		$	165,032		$	34,167		$	46,125		$	17,534		$	469,974
Chief Administrative Officer	2016	$	185,483		—		—			—			$	99,229		$	27,217		$	311,929
Susan Allan (9)	2018	$	250,000		—		$	125,000		—			$	181,604		$	17,986		$	574,590
Vice President, General Counsel	2017	$	231,692		—		$	76,666		$	38,333		$	46,000		$	9,186		$	401,877
and Corporate Secretary

Name and Principal Position		Year				Salary				Bonus				Stock Awards (1)(2)(3)(4)(5)				Option Awards				Non-Equity Incentive Plan Compensation (6)				All Other Compensation (7)				Total
Samuel H. Norton			2021			$	425,000				—			$	1,338,750				—			$	531,250			$	19,967			$	2,314,967
President and			2020			$	425,000				—			$	1,062,500				—			$	531,250			$	19,266			$	2,038,016
Chief Executive Officer
Richard L. Trueblood			2021			$	300,000				—			$	510,000				—			$	225,000			$	19,339			$	1,054,339
Vice President and			2020			$	300,000				—			$	375,000				—			$	225,000			$	18,718			$	918,718
Chief Financial Officer
Patrick J. O’Halloran			2021			$	265,000				—			$	450,500				—			$	198,750			$	19,339			$	933,589
Vice President and			2020			$	265,000				—			$	331,250				—			$	198,750			$	18,718			$	813,718
Chief Operating Officer
Damon M. Mote			2021			$	265,000				—			$	450,500				—			$	198,750			$	19,339			$	933,589
Vice President and			2020			$	265,000				—			$	331,250				—			$	198,750			$	18,718			$	813,718
Chief Administrative Officer

(1)	The salary amounts are the actual salaries received during the year.

(2)	Upon entering into their respective employment agreements, Messrs. Trueblood, O'Halloran and Mote each received a one-time grant of Class A Common Stock, which vested immediately and is subject to a two-year holding requirement. These amounts represent the aggregate grant date fair value of equity awards granted in the specified fiscal year as calculated pursuant to FASB ASC Topic 718.

(3)	Mr. Norton joined the Company on July 17, 2016.

a.

Mr. Norton was eligible for a stock based annual incentive in lieu of an annual cash award in 2018 in accordance with his 2016 CEO Employment Agreement. The amount of the actual annual bonus that may be paid was based on the relative achievement of annual individual and Company performance objectives established by the Compensation Committee. See further discussion in the "CEO's 2018 Annual Bonus" section of the CD&A. The Committee determined that Mr. Norton achieved 100% of his 2018 annual bonus target, which was awarded in fully-vested Class A Common Stock and in fully-vested stock options at a value of $1,250,000.

b.	Upon entering into a new employment agreement in December 2018, Mr. Norton received a one-time grant of Class A Common Stock with a grant date value of $750,000, which vested immediately and is subject to a holding requirement. See further discussion in the "2018 CEO Employment Agreement" section of the CD&A.

c.

On March 23, 2017, Mr. Norton received an equity award with a grant date value equal to $100,000, of which one-third was performance based RSUs, one-third was time-based RSUs and one-third was stock options. One-third of his stock options and time-based RSUs awards vested ratably on March 23, 2018 and one-third2021, each of the initial amount will vest ratably on each of March 23, 2019 and 2020. The performance-based RSUs are scheduled to vest in full on December 31, 2019, subject to the Committee's certification of achievement of the performance goals at the end of the performance period. The performance based RSUs are subject to a maximum achievement of 150%, which would result in a payout of $49,999 using grant date fair value.

d.

Under the 2016 CEO Employment Agreement, Mr. Norton was eligible for a stock based annual incentive in lieu of an annual cash award. The amount of the actual annual bonus that may be paid was based on the relative achievement of annual individual and Company performance objectives established by the Compensation Committee. For 2018, the Committee determined that Mr. Norton achieved 100% of his annual bonus target, which was awarded in fully-vested Class A Common Stock and in fully-vested stock options at a value of $1,250,000. For 2017, the Committee determined that Mr. Norton achieved 81.21% of his annual bonus target, which was awarded in fully-vested Class A Common Stock and in fully-vested stock options at a value of $1,015,112.

e.

Upon his hire by the Company in 2016, Mr. Norton received a time-based equity award of 356,225 RSUs and 297,818 non-qualified stock options (NQSOs). One-third of Mr. Norton's time-based award vested ratably on each of January 1, 2017, 2018 and 2019. These amounts represent the aggregate grant date fair value of equity awards granted in the specified fiscal year as calculated pursuant to FASB ASC Topic 718.

f.	Includes $69,640 cash under "All Other Compensation" and $100,000 in restricted stock granted to Mr. Norton for services as a director of the Company prior to becoming an employee in July 2016.

(4)

In 2018, Messrs. Trueblood, O'Halloran, Mote and Ms. Allan received time-based equity awards, one-third of which vested on February 8, 2019 and one-third of which will vest on each of February 8, 2020 and 2021. In 2017, Messrs. O'Halloran, Mote and Ms. Allan received time-based equity awards, one-third of which vested on each of March 23, 2018 and 2019, and one-third of which will vest on March 23, 2020. These amounts represent the aggregate grant date fair value of equity awards granted in the specified fiscal year as calculated pursuant to FASB ASC Topic 718.

(5)	On February 8, 2018, Messrs. Trueblood, O'Halloran, Mote, and Ms. AllanNEOs received performance-based RSU grants. Thesegrants, a portion of which have a TSR goal and a ROIC goal. Please refer to the Performance-based RSU Awards section under “How We Compensate Our Executives”. The TSR and ROIC awards are scheduled to vest in full onas of December 31, 2020,2023, subject to the Compensation Committee'sCommittee’s certification of the achievement of the performance goals at the end of the performance period. The amounts represent the aggregate grant date fair value of the 2018 performance-based RSU awardsthese grants at target, calculated in accordance with accounting guidance,ASC 718, Compensation - Stock Compensation, as follows: $64,000$425,000 for Mr. Norton, $127,500 for Mr. Trueblood $57,500and $112,625 for O'HalloranMessrs. O’Halloran and Mr. Mote, and $62,500 for Ms. Allan.Mote. These awards are subject to a maximum achievement of 150%, which would result in a value of $96,000$637,500 for Mr. Norton, $191,250 for Mr. Trueblood, $86,250and $168,938 for Mr.Messrs. O’Halloran and Mr. Mote, and $93,750 for Ms. Allan using grant date fair value. Mote.
(2)	On March 23, 2017 Messrs. O'Halloran, Mote and Ms. Allan2021, each of the NEOs received the Special 2021 Grant of performance-based RSUs. Please refer to the Performance-based RSU grantsAwards section under “How We Compensate Our Executives”. The Special 2021 Grant, which arewas intended to cover the 18-month period from January 1, 2021 - June 30, 2022 award is scheduled to vest in full on December 31, 2019,as of June 30, 2022, subject to the Committee'sCompensation Committee’s certification of the achievement of the performance goals at the end of the performance period.

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The amounts represent the aggregate grant date fair value of the 2017 performance-based RSU awards at target, calculated in accordance with accounting guidance, as follows: $34,167 for Mr. O'Halloran and Mr. Mote, and $38,333 for Ms. Allan. These awards are subject to a maximum achievement of 150%, which would result in a value of $51,250 for Mr. O’Halloran and Mr. Mote, and $57,499 for Ms. Allan using grant date fair value.

(6)	In 2017, Messrs. O'Halloran, Mote, and Ms. Allan received time-based stock option awards, one-third of which vested ratably on each of March 23, 2018 and 2019, and one-third on March 23, 2020. These amounts represent the aggregate grant date fair value of these grants at target, calculated in accordance with ASC 718, Compensation - Stock Compensation, as follows: $488,750 for Mr. Norton, $255,000 for Mr. Trueblood and $225,250 for Messrs. O’Halloran and Mote. The Special 2021 Grant is subject to a maximum achievement of 100%.
(3)	On March 23, 2020, each of the NEOs received performance-based RSU grants, 50% of which have a TSR goal and 50% of which have an ROIC goal. Please refer to the Performance-based RSU Awards section under “How We Compensate Our Executives”. These awards are scheduled to vest in full as of December 31, 2022, subject to the Compensation Committee’s certification of the achievement of the performance goals at the end of the performance period. The amounts represent the aggregate grant date fair value of these grants at target, calculated in accordance with ASC 718, Compensation - Stock Compensation, as follows: $531,250 for Mr. Norton, $187,500 for Mr. Trueblood and $165,625 for Messrs. O’Halloran and Mote. These awards are subject to a maximum achievement of 150%, which would result in a value of $796,875 for Mr. Norton, $281,250 for Mr. Trueblood, and $248,438 for Messrs. O’Halloran and Mote.
(4)	On March 23, 2021, each of the NEOs received time-based equity awards, granted in the specified fiscal year as calculated pursuantone-third of which vested on March 23, 2022 and one-third of which will vest on each of March 23, 2023 and 2024, subject to FASB ASC Topic 718.

	their continued employment.
(7)(5)	TheOn March 23, 2020, each of the NEOs received time-based equity awards, one-third of which vested on March 22, 2021 and one-third of which will vest on each of March 22, 2022 and 2023, subject to their continued employment.
(6)	These amounts reflect the amountswhat was actually paid under the Company’sOSG’s Annual (Cash) Performance BonusIncentive Program. Please see “2021 Annual Incentive Program for performance in 2018, 2017 and 2016. The amount for 2018 also includes the first half of the Special Bonus Pool payment. See the "Special Bonus Pool"Executive Officers” section of the CD&A“How We Compensate Our Executives” for more details.

(8)(7)	See the “All Other Compensation Table” for additional information.

(9)	Ms. Allan joined the Company on November 8, 2016 and Mr. Trueblood joined on July 20, 2017.

(10)	Mr. Mote and Mr. O’Halloran became Executive Officers on December 5, 2016.

All Other Compensation Table

The following table describes each component of the All Other Compensation column for 20182021 in the Summary Compensation Table.

Name		Savings Plan Matching Contribution (1)				Other (2)				Total
Norton		$	16,500			$	1,957			$	18,457
Trueblood		$	9,846			$	1,486			$	11,332
O'Halloran		$	14,750			$	1,486			$	16,236
Mote		$	16,500			$	1,486			$	17,986
Allan		$	16,500			$	1,486			$	17,986

(1)Constitutes the Company’s matching contributions under the Savings Plan, which is described in the CD&A.

(2)Represents the Company's contribution toward excess liability insurance coverage premiums.

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GRANTS OF PLAN-BASED AWARDS

The following table provides information on grants of all plan-based awards to the NEOs during fiscal year 2018. The grant date fair market value of these options and awards is the closing price on the date of the grant.

	Type of award		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)							Estimated Future Payouts Under Equity Incentive Plan Awards (2) (3)									All Other Stock Awards: Number of Shares of Stock or Stock Units (4)(5)			All Other Option Awards: Number of Securities Underlying Options (6)		Exercise or Base Price of Option Awards			Grant Date Fair Value of Stock and Option Awards (7)
		Grant Date	Threshold		Target		Maximum			Threshold			Target			Maximum
Name										($)			($)			($)			($)			($)		($/Sh)
Norton	Restructuring grant	12/15/2018	—		—		—			—			—			—			$	750,000		—		—			$	750,000
	CEO annual bonus	4/5/2018	—		—		—			—			$	1,250,000		—			—			—		$	1.82		$	1,250,000
Trueblood	Annual incentive plan	4/5/2018	—		$38,400		—			—			—			—			—			—		—			—
	PRSU- ROIC	2/8/2018	—		—		—			$	16,000		$	32,000		$	48,000		—			—		—			$	32,000
	PRSU- TSR	2/8/2018	—		—		—			$	16,000		$	32,000		$	48,000		—			—		—			$	32,000
	RSUs	2/8/2018	—		—		—			—			—			—			$	64,000		—		—			$	64,000
O’Halloran	Annual incentive plan	4/5/2018	—		$34,500		—			—			—			—			—			—		—			—
	PRSU- ROIC	2/8/2018	—		—		—			$	14,375		$	28,750		$	43,125		—			—		—			$	28,750
	PRSU- TSR	2/8/2018	—		—		—			$	14,375		$	28,750		$	43,125		—			—		—			$	28,750
	RSUs	2/8/2018	—		—		—			—			—			—			$	57,500		—		—			$	57,500
Mote	Annual incentive plan	4/5/2018	—		$34,500		—			—			—			—			—			—		—			—
	PRSU- ROIC	2/8/2018	—		—		—			$	14,375		$	28,750		$	43,125		—			—		—			$	28,750
	PRSU- TSR	2/8/2018	—		—		—			$	14,375		$	28,750		$	43,125		—			—		—			$	28,750
	RSUs	2/8/2018	—		—		—			—			—			—			$	57,500		—		—			$	57,500
Allan	Annual incentive plan	4/5/2018	—		$37,500		—			—			—			—			—			—		—			—
	PRSU- ROIC	2/8/2018	—		—		—			$	15,625		$	31,250		$	46,875		—			—		—			$	31,250
	PRSU- TSR	2/8/2018	—		—		—			$	15,625		$	31,250		$	46,875		—			—		—			$	31,250
	RSUs	2/8/2018	—		—		—			—			—			—			$	62,500		—		—			$	62,500

Name		Savings Plan Matching Contribution (1)				Other (2)				Total
Norton		$	17,400			$	2,567			$	19,967
Trueblood		$	17,400			$	1,939			$	19,339
O’Halloran		$	17,400			$	1,939			$	19,339
Mote		$	17,400			$	1,939			$	19,339

(1)

The amounts shown in these columns represent the target awards under our 2018 Annual (cash) Performance Bonus Program which is described in the CD&A. The target column represents the amount payable if the target performance metrics are reached. The annual incentive program does not set out specific threshold or maximum award amounts. The grant date for the awards is the date on which the Compensation Committee approved the goalsConstitutes OSG’s matching contributions under the Company’s 2018 Annual (cash) Performance Bonus Program. Mr. Norton was not eligible for this award in 2018.

Savings Plan.

(2)

Messrs. Trueblood, O'Halloran, Mote, and Ms. Allan each received performance-based RSU grants under our Management Plan on February 8, 2018, which have a three-year performance period. The amounts represent the aggregate grant date fair value of the 2018 performance-based RSU awards at target, calculated in accordance with accounting guidance. Each executive is eligible to receive the following number of PRSUs at the end of the performance period: Mr. Trueblood - 37,647, Mr. O'Halloran and Mr. Mote - 33,824 and Ms. Allan - 36,764.Represents OSG’s contribution toward excess liability insurance coverage premiums.

(3)

Under the 2016 CEO Employment Agreement, Mr. Norton received payment of his annual bonus in equity rather than in cash. The amount of the actual annual bonus that may be paid was based on the relative achievement of annual individual and Company performance objectives established by the Compensation Committee. The grant date for the award is the date on which the Committee set the metrics for the performance period. See further discussion in the "CEO's 2018 Annual Bonus" section of this CD&A. Mr. Norton received 329,121 shares of Class A Common Stock and 612,745 NQSOs for his performance during 2018.28

(4)

Reflects the time-based RSUs granted to Messrs. Trueblood, O'Halloran, Mote and Ms. Allan under the Company's Management Plan on February 8, 2018. See further discussion in the CD&A. The amounts represent the aggregate grant date fair value of the 2018 time-based RSU award, calculated in accordance with accounting guidance. Each executive received the following number of RSUs: Mr. Trueblood - 37,647, Mr O'Halloran and Mr. Mote - 33,824 and Ms. Allan - 36,765.

(5)	Reflects a stock bonus award ("Restructuring Grant") granted on December 15, 2018 to Mr. Norton with a grant date value of $750,000 resulting in 357,995 shares of Class A Common Stock. See the "2018 CEO Employment Agreement" section in the CD&A for further details.

(6)	For information with respect to grant date fair values see Note 14, “Capital Stock and Stock Compensation,” to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

33

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table provides information as of December 31, 20182021 concerning the holdings of stock options and stock awards by the NEOs. This table includes unexercised and unvested option and stock awards. The market value of the stock awards is based on the market price of the Company’sOSG’s Class A Common Stock at the close of business on December 31, 2018,2021, which was $1.66$1.88 per share.

		Option Awards										Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)			Option Exercise Price			Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
Norton	2/8/18	494,118		—		(3)	$	1.70		2/8/2028		—			—			—				—
	3/23/17	5,879		11,758		(2)	$	4.04		3/23/2027		5,501			$	9,132		6,187		(7	)	$	10,270
	8/3/16	198,544		99,274		(1)	$	5.57		8/3/2026		118,752		(4)	$	197,128		—				—
Trueblood	2/8/18	—		—			—					37,647		(6)	$	62,494		37,648		(8	)	$	62,496
O'Halloran	2/8/18	—		—			—					33,824		(6)	$	56,148		33,824		(8	)	$	56,148
	3/23/17	6,026		12,052		(2)	$	4.04		3/23/2027		5,638		(5)	$	9,359		6,343		(7	)	$	10,529
Mote	2/8/18	—		—			—					33,824		(6)	$	56,148		33,824		(8	)	$	56,148
	3/23/17	6,026		12,052		(2)	$	4.04		3/23/2027		5,638		(5)	$	9,359		6,343		(7	)	$	10,529
Allan	2/8/18	—		—			—					36,765		(6)	$	61,030		36,764		(8	)	$	61,028
	3/23/17	6,760		13,522		(2)	$	4.04		3/23/2027		6,326		(5)	$	10,501		7,116		(7	)	$	11,813

		Option Awards																		Stock Awards
Name		Grant Date		Number of Securities Underlying Unexercised Options Exercisable (#)				Number of Securities Underlying Unexercised Options Unexercisable (#)				Option Exercise Price				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested  ($)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested  (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested  ($)
Norton		3/23/21			—				—				—				—				180,084(3)			$	338,558				228,107(5)			$	428,841
		3/23/20			—				—				—				—				174,381(3)			$	327,836				130,785(4)			$	245,876
		3/22/19			—				—				—				—				52,588(3)			$	98,865
		2/8/19			612,745(2)				—			$	1.82				2/8/2029				—				—				—				—
		2/8/18			494,118(2)				—			$	1.70				2/8/2028				—				—				—				—
		3/23/17			17,637(1)				—			$	4.04				3/23/2027				—				—				—				—
		8/3/16			297,818(1)				—			$	5.57				8/3/2026				—				—				—				—
Trueblood		3/23/21																			54,025(3)			$	101,567				99,045(5)			$	186,205
		3/23/20			—				—				—				—				61,546(3)			$	115,706				46,160(4)			$	86,781
																					17,809(3)			$	33,481
O’Halloran		3/23/21																			47,722(3)			$	—				87,490(5)			$	164,482
		3/23/20			—				—				—				—				54,365(3)			$	—				40,774(4)			$	76,655
		3/22/19			—				—				—				—				15,645(3)			$	—				—			$	—
		3/23/17			18,078(1)				—			$	4.04				3/23/2027				—				—				—				—
Mote		3/23/21																			47,722(3)			$	89,717				87,490(5)			$	164,482
		3/23/20			—				—				—				—				54,365(3)			$	102,206				40,774(4)			$	76,655
		3/22/19			—				—				—				—				15,645(3)			$	29,413				—			$	—
		3/23/17			18,078(1)				—			$	4.04				3/23/2027				—				—				—				—

(1)	One-third of theseThese options to purchase shares of Class A Common Stock became exercisable on January 1, 2018, one-third became exercisable on January 1, 2019 and the remaining amount will become exercisable on January 1, 2020.

(2)	One-third of these options to purchase Class A Common Stock became exercisable on the first, second, and secondthird anniversaries of the grant date, and the remaining one-third of the initial grant will become exercisable on the third anniversary of the grant date.

	respectively.
(3)(2)	The amount in this columnThis represents Mr. Norton'sNorton’s annual bonus, awarded in fully vested options in accordance with the terms of his 2016 CEO Employment Agreement.

	prior employment agreement.
(4)(3)	One-third of these time-based RSUs vested on January 1, 2017, one-third vested on January 1, 2018 and the remaining one-third vested on January 1, 2019. Each unit represented the right to acquire one share of Class A Common Stock.

(5)	One-third of these time-based RSUsbecome vested on the first, and second anniversary of the grant date, and the remaining one-third of the initial amount will vest on the third anniversary of the grant date. Each unit represents the right to acquire one share of Class A Common Stock.

(6)	One-third of these time-based RSUs vested on the first anniversary of the grant date, and one-third of the initial amount will vest on the second and third anniversary of the grant date. Each unit represents the right to acquire one share of Class A Common Stock.

(7)(4)

These performance-based RSU awards are comprised of two separate grants, both of which cliff vest withbecome fully vested when the performance periods endingend on December 31, 2019.2022. The award based upon TSR is 50% of the grant total and is subject to the Company's three-year TSR performance relative to the performance of the companies in the S&P Transportation Select Index. The award based upon ROIC is 50% of the grant total and is subject to the Company's cumulative ROIC relative to the Company's budgeted ROIC for the performance period. As of year-end, the achievement level for the TSR metric was trending below the threshold and the achievement level for the ROIC metric is trending toward the maximum payment, depicted in the following table by the shaded cells.

		# of shares						Share payout if the current trends are realized
Name	PRSU Name	Threshold		Target		Maximum
Norton	TSR	—		4,125		6,187		6,187
	ROIC	2,062		4,125		6,187
O'Halloran	TSR	—		4,229		6,343		6,343
	ROIC	2,114		4,229		6,343
Mote	TSR	—		4,229		6,343		6,343
	ROIC	2,114		4,229		6,343
Allan	TSR	—		4,744		7,116		7,116
	ROIC	2,372		4,744		7,116

34

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(8)

These performance-based RSU awards are comprised of two separate grants, both of which cliff vest with performance periods ending on December 31, 2020. The award based on TSR50% of the grant total and is subject to the Company'sOSG’s three-year TSR performance relative to the performance of the companies that comprise a combination of the Oil & Gas Storage & Transportation and Marine GICS Sub Industries Indexes. The award based upon ROIC is 50% of the grant total and is subject to the Company'sOSG’s cumulative ROIC relative to the Company'sOSG’s budgeted ROIC for the performance period. As of year-end 2021, the achievement level for the TSR metric iswas trending belowpositive and above the threshold75th percentile and the achievement level for the ROIC metric is trending toward the maximum payment,between threshold and target, as depicted in the following table by the shaded cells.table:

		# of shares						Share payout if the current trends are realized
Name	PRSU Name	Threshold		Target		Maximum
Trueblood	TSR	9,412		18,824		28,236		37,648
	ROIC	9,412		18,824		28,236
O'Halloran	TSR	8,456		16,912		25,368		33,824
	ROIC	8,456		16,912		25,368
Mote	TSR	8,456		16,912		25,368		33,824
	ROIC	8,456		16,912		25,368
Allan	TSR	9,191		18,382		27,573		36,764
	ROIC	9,191		18,382		27,573

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OPTIONS EXERCISED AND STOCK VESTED

The following table provides information on the vesting of RSUs that occurred in 2018. There were no stock options exercised by the NEOs in 2018. For additional information regarding these awards, see the CD&A.

		Option Awards						Stock Awards
Name		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)					Value Realized on Vesting
Norton		—			—			810,379			(1)		$	1,645,058
Trueblood		—			—			—					—
O'Halloran		—			—			2,819			(2)		$	7,358
Mote		—			—			2,819			(2)		$	7,358
Allan		—			—			3,162			(2)		$	8,253

29

2020 Grant Measurement Date 12/31/2022				# of shares								Share payout if the current trends are
Name		PRSU Name		Target				Trend				realized
Norton		TSR			130,785				130 ,785				130,785
		ROIC			130,785				—
Trueblood		TSR			46,160				46,160				46,160
		ROIC			46,160				—
O’Halloran		TSR			40,774				40,774				40,774
		ROIC			40,774				—
Mote		TSR			40,774				40,774				40,774
		ROIC			40,774				—

(5)
(1)	These performance-based RSU awards are comprised of three separate grants. The number of sharesTSR and value realized isROIC awards both cliff vest with performance periods ending on December 31, 2023. The award based upon TSR is subject to OSG’s three-year TSR performance relative to the following:

Date of Award	Vesting Date	Number of Shares acquired on Vesting		Market Price at Vesting	Value Realized on Vesting
7/17/2016	1/1/2018	118,752		$2.74	$325,380
3/23/2017	3/23/2018	2,750		$2.61	$7,178
2/8/2018	2/8/2018	330,882		$1.70	$562,500
12/15/2018	12/15/2018	357,995		$2.095	$750,000
Total		810,379			$1,645,058

(2)

Reflects the vesting of one-thirdperformance of the RSUs held by eachcompanies that comprise a combination of Mr. O'Halloran, Mr. Motethe Oil & Gas Storage & Transportation and Ms. Allan granted on March 23, 2017Marine GICS Sub Industries Indexes. The award based upon ROIC is subject to OSG’s cumulative ROIC relative to OSG’s budgeted ROIC for the performance period. As of year-end 2021, the achievement level for the TSR metric was trending toward a target payout and the achievement level for the ROIC metric was trending below the threshold. The Special 2021 Grant will vest with a market priceperformance period ending on June 30,2022. As of year-end 2021, the achievement level of the Special 2021 Grant was trending at two-thirds of the shares vesting of $2.61 per share.as represented below.

2021 Grant Measurement Date 12/31/2023				# of shares								Share payout if the current trends are
Name		PRSU Name		Target				Trend				realized
Norton		TSR			90,042				90,042
		ROIC			90,042				—				228,107
		Special			207,097				138,065
Trueblood		TSR			27,012				27,012
		ROIC			27,012				—				99,045
		Special			108,050				72,033
O’Halloran		TSR			23,861				23,861
		ROIC			23,861				—				87,490
		Special			95,444				63,629
Mote		TSR			23,861				23,861
		ROIC			23,861				—				87,490
		Special			95,444				63,629

30

36

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POTENTIAL PAYMENTS UPON TERMINATION

The following table discloses the amounts that would have been payable to each NEO upon termination of his or her employment, assuming that such termination occurred on December 31, 2018.2021. The table excludes amounts that are available generally to all salaried employees, such as amounts payable under the Savings Plan. The market value of the stock awards is based on the market price of the Company'sOSG’s Class A Common Stock at the close of business on December 31, 2018,2021, which was $1.66$1.88 per share.

Event	Norton			Trueblood			O’Halloran			Mote			Allan
Involuntary Termination Without Cause or Voluntary Termination for Good Reason
Cash severance (1)	$	395,000		$	256,000		$	230,000		$	230,000		$	250,000
Annual Bonus (2)	$	1,250,000		$	64,000		$	51,750		$	51,750		$	50,000
Acceleration & Continuation of Equity Awards (3) (4)	$	213,107		$	62,494		$	65,507		$	65,507		$	71,531
Pro-rata Special Bonus Pool (5)	$	921,255		$	394,811		$	329,009		$	329,009		$	131,604
Total	$	2,779,362		$	777,305		$	676,266		$	676,266		$	503,135
Death / Disability
Pro rata Annual Bonus (2)	—			$	64,000		$	51,750		$	51,750		$	50,000
Acceleration & Continuation of Equity Awards (3)	$	206,260		$	62,494		$	65,507		$	65,507		$	71,531
Pro-rata Special Bonus Pool (5)	—			$	394,811		$	329,009		$	329,009		$	131,604
Total	$	206,260		$	521,305		$	446,266		$	446,266		$	253,135
Change In Control
Cash severance (1)	$	395,000		$	256,000		$	230,000		$	230,000		$	250,000
Annual Bonus (6)	$	1,250,000		$	38,400		$	34,500		$	34,500		$	37,500
Acceleration & Continuation of Equity Awards (7)	$	219,954		$	93,742		$	107,621		$	107,621		$	115,114
Pro-rata Special Bonus Pool (4)	$	921,255		$	394,811		$	329,009		$	329,009		$	131,604
Total	$	2,786,209		$	782,953		$	701,130		$	701,130		$	534,218

(1)The cash severance payment is equal to 12 months of base salary.

Event		Norton				Trueblood				O’Halloran				Mote
Involuntary Termination Without Cause or Voluntary Termination for Good Reason
Cash severance (1)		$	425,000			$	300,000			$	265,000			$	265,000
Pro-rata Annual Bonus (2)		$	531,250			$	225,000			$	198,750			$	198,750
Acceleration & Continuation of Equity Awards (3)		$	1,275,416			$	342,084			$	301,848			$	301,848
Total		$	2,231,666			$	867,084			$	765,598			$	765,598
Death / Disability
Pro rata Annual Bonus (2)		$	—			$	225,000			$	198,750			$	198,750
Acceleration & Continuation of Equity Awards (3)		$	672,476			$	342,084			$	301,848			$	301,848
Total		$	672,476			$	567,084			$	500,598			$	500,598
Change In Control
Cash severance (1)		$	425,000			$	300,000			$	265,000			$	265,000
Annual Bonus (4)		$	425,000			$	180,000			$	159,000			$	159,000
Acceleration & Continuation of Equity Awards (5)		$	2,272,985			$	765,724			$	675,327			$	675,327
Total		$	3,122,985			$	1,245,724			$	1,099,327			$	1,099,327

	(1)	The cash severance payment is equal to 12 months of base salary.
(1)	Since termination is assumed to have occurred on December 31, 2018, no pro-rating is applicable. In the event that termination occurs before year end, (a) for Mr. Norton, the bonus payment would equal his target payout and not pro-rated, and (b) the bonus payout for the other NEOs would be pro-rated based on the actual performance and based on the number of days in the fiscal year in which the NEO was employed.

(2)	The vesting of all outstanding time-based RSU awards will accelerate as of the date of separation from service. As of December 31, 2018, all options were underwater and were therefore not included in the calculation.

(3)

For Mr. Norton, in addition to the time-based equity acceleration noted in footnote 3, outstanding performance-based awards remain eligible for vesting, and will vest, if at all, to the extent the performance criteria is achieved for the relevant performance period. For the purposes of this illustration, we have assumed that the PRSUs will payout at target and have been pro-rated for termination on December 31, 2018.

(4)	The pro-rata SpecialAnnual Bonus Pool payment is pro-rated based on the actual performance for the year of termination and based on the number of days in the fiscal year in which the NEO was employed. Mr. Norton is not eligible for a pro-rated specialannual bonus payment in the event of death or disability. Reflects amounts actually paid under OSG’s Annual Incentive Program.

	(3)	The vesting of all outstanding time-based RSU awards will accelerate as of the date of separation from service. As of December 31, 2021, Mr. Norton’s 2018 and 2019 option grants were exercisable. The disclosed value consists of the difference between the exercise price and the market price as of December 31, 2021. In addition to the time-based equity acceleration, outstanding performance-based awards remain eligible for vesting, and will vest to the extent the performance criteria are achieved for the relevant performance period. For the purposes of this illustration, we have assumed that the PRSUs will pay out at target and have been pro-rated for termination on December 31, 2021.
(5)	(4)	The full amount of the annualcash bonus is payable at the target value and is not pro-rated.

(6)(5)	With respect to all awards under equity incentive compensation plans of the Company granted to the executive under OSG’s incentive compensation plans and outstanding as of the Change in Control (definitions are contained(as defined in the relevant employment agreements):

Options shall vest and become exercisable in full as of the Change in Control and the exercise period under each such option shall not be less than the period ending on the earlier to occur of (i) the one year anniversary of the Change in Control or (ii) the expiration date of the option. As of December 31, 2018, all options were considered underwater and were therefore not included in the calculation.

Time-based RSU awards shall accelerate and vest as of the Executive's Date of Separation from Service due to termination by the Company without Cause or by the Executive for Good Reason at any time during the period ending on the second anniversary of the Change in Control.

Performance-based RSU awards that vest based upon the achievement of performance criteria during performance measurement periods that have not yet ended as of the Change in Control, such performance criteria shall be deemed to have been satisfied at the designated maximum level and such awards shall vest pro-rata based solely upon the provision of services over the performance period; provided, such awards shall accelerate and vest as of the Executive's Date of Separation from Service due to termination by the Company without Cause or by the Executive for Good Reason at any time during the period ending on the second anniversary of the Change in Control.

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CEO PAY RATIO DISCLOSURE

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 401(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Norton, our Chief Executive Officer and President (our "CEO"):

For 2018, our last completed fiscal year:

▪●

the medianOptions shall vest and become exercisable in full as of the annual total compensationChange in Control and the exercise period under each such option shall not be less than the period ending on the earlier to occur of all employees(i) the one year anniversary of OSG (other than our CEO) was $77,284 which included contributions made to the employees' union forChange in Control or (ii) the money purchase pension contributionexpiration date of the option. As of December 31, 2021, Mr. Norton’s 2019 and paid vacation;2020 option grants were exercisable. The disclosed value consists of the difference between the exercise price and

▪	the annual total compensationmarket price as of our CEO, as reported in the Summary Compensation Table, was $3,334,682

December 31, 2021.
Based on this information, for 2018 the ratio●	Time-based RSU awards shall accelerate and vest as of the annual total compensationExecutive’s Date of Mr. NortonSeparation from Service due to termination by OSG without Cause or by the medianExecutive for Good Reason at any time during the period ending on the second anniversary of the annual total compensationChange in Control.
	●	Performance-based RSU awards that vest based upon the achievement of all employees was estimatedperformance criteria during performance measurement periods that have not yet ended as of the Change in Control shall be deemed to be 43have been satisfied at the designated maximum level and such awards shall vest pro-rata based solely upon the provision of services over the performance period; provided, such awards shall accelerate and vest as of the Executive’s Date of Separation from Service due to 1.termination by OSG without Cause or by the Executive for Good Reason at any time during the period ending on the second anniversary of the Change in Control.

31

To determine the above ratio, we applied the methodology set forth by the SEC. We determined that, as of December 31, 2018, our employee population consisted of approximately 1,061 individuals, all of whom are based

NON-GAAP FINANCIAL MEASURES

OSG reports its financial results in accordance with generally accepted accounting principles in the United States. To identifyStates of America (“GAAP”). However, OSG uses certain non-GAAP financial measures in its compensation program. These measures do not have a standardized meaning prescribed by GAAP and, therefore, we wish to provide our stockholders with additional information that will better enable them to understand how our NEOs’ performance is measured.

In our Annual Incentive Program we use the "median employee"metric FCF, defined as EBITDA less capital expenditures. EBITDA represents net income/(loss) before interest expense, income taxes and depreciation and amortization expense. EBITDA does not represent, and should not be a substitute for, net income/(loss) or cash flows from our employee population, we comparedoperations as determined in accordance with GAAP. We refer you to the amountOSG Earnings Release dated March 9, 2022 for the reconciliation of Gross W-2 wages of our employeesEBITDA to net income/(loss) as reflected in our payroll recordsthe consolidated statements of operations.

One of the metrics used in the Special 2021 Grant is TCE. TCE revenues represent shipping revenues less voyage expenses, and is used as reporteda measure to compare revenue generated from a voyage charter to revenue generated from a time charter. Another metric in the Special 2021 Grant is EBITDA, which is described above. We refer you to the Internal Revenue Service on Form W-2OSG Earnings Release dated March 9, 2022 for 2018. Once the median employee was identified, we used the same methodology that was usedreconciliation of TCE revenues to calculate the NEOs' compensation in the 2018 Summary Compensation Table to determine the median employee's total compensation.shipping revenues.

32

38

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ADVISORY VOTE ON THE APPROVAL OF THE

COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

(PROPOSAL NO. 2)

Stockholders are being provided with the opportunity to cast an advisory vote on the compensation of the NEOs for 2018,.2021. Stockholders are urged to read the "Compensation Discussion and Analysis"“How We Compensate Our Executives” section of this Proxy Statement and the accompanying compensation tables and narrative which describe in detaildiscuss how our compensation policies and procedures implement our compensation philosophy and discloseas well as the compensation paid to the NEOs for 2018. It is important also to note that we have made substantial changes to the structure of the compensation packages for the CEO and other NEOs beginning in 2019. See the above section in the CD&A "Revisions made to 2019 Compensation Program".

2021.

As more fully described in the CD&A,“How We Compensate Our Executives” section, our executive compensation program is designed to promote the following objectives:

Attract, motivate, retain and reward highly-talented executives and managers, whose leadership and expertise are critical to the Company's overall growth and success;

Compensate each executive based upon the scope and impact of his or her position as it relates to achieving the Company's corporate goals and objectives, as well as on the potential of each executive to assume increasing responsibility within the Company;

Align the interests of the Company's executives with those of its stockholders by linking incentive compensation rewards to the achievement of performance goals that maximize stockholder value; and

Reward the achievement of both the short-term and long-term strategic objectives necessary for sustained optimal business performance.

to:

	1.	Attract, motivate, retain and reward highly talented executives and managers, whose leadership and expertise are critical to OSG’s overall growth and success;
	2.	Compensate each executive based upon the scope and impact of his or her position as it relates to achieving OSG’s corporate goals and objectives, as well as the potential of each executive to assume increasing responsibility within OSG;
	3.	Align the interests of OSG’s executives with those of its stockholders by linking incentive compensation rewards to the achievement of performance goals that maximize stockholder value; and
	4.	Reward the achievement of both the short-term and long-term strategic objectives necessary for sustained optimal business performance.

The Compensation Committee and the Board believe that the design of the executive compensation program, and hence the compensation awarded to the NEOs, fulfills these objectives. We believe that the changes we have made beginning in 2019 enhance our program to be further aligned with these objectives.

Accordingly, at the Annual Meeting, stockholders are asked to vote on the following resolution:

RESOLVED, that the stockholders of the CompanyOSG hereby approve, inon an advisory vote,basis, the compensation of the Named Executive Officers for 20182021 as described in the "Compensation Discussion and Analysis"“How We Compensate Our Executives” section of, and in the accompanying compensation tables and narrative in, the Company’sOSG’s Proxy Statement for the 20192022 Annual Meeting of Stockholders.

As an advisory vote, the results of the vote will not be binding on the Board or the Company.OSG. However, the Board and the Compensation Committee value your opinion and will consider the outcome of the vote when making future decisions on the compensation of the NEOs and the our executive compensation principles, policies and procedures, as we did following last year's vote.

have done in the past.

The Board recommends a vote "FOR"“FOR” advisory approval of

the resolution set forth above and approval of the compensation of the

Named Executive Officers for 20182021 as disclosed in this Proxy Statement.

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APPROVAL OF THE OVERSEAS SHIPHOLDING GROUP, INC.

2019 INCENTIVE COMPENSATION PLAN FOR MANAGEMENT

(PROPOSAL NO. 3)

In March 2019, our Board of Directors adopted the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management (the "2019 Incentive Plan") in order to promote the interests of OSG and our stockholders by providing certain employees, who are largely responsible for the management, growth and protection of the business of OSG, with incentives and rewards to encourage them to continue in the service of OSG.

The 2019 Incentive Plan, if approved by the stockholders, will provide for the issuance of 4,000,000 shares, plus any shares that were subject to outstanding awards to employees under our other equity plans that are cancelled, terminate, are unearned, expire, are forfeited, lapse for any reason or are settled in cash without the delivery of shares. If the 2019 Incentive Plan is approved, no additional awards will be granted under the Management Plan.

Summary of the 2019 Incentive Compensation Plan For Management

     The following summary of the material terms of the 2019 Incentive Plan is qualified in its entirety by reference to the copy of the 2019 Incentive Plan attached to this Proxy Statement as Appendix A. Unless otherwise indicated, all capitalized terms in the below summary shall have the meanings given to such terms in the 2019 Incentive Plan.

Under the 2019 Incentive Plan, the Compensation Committee may grant cash-based awards, stock options (both non-qualified and "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")), or other equity-based awards (including stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units) with respect to a number of shares of Class A Common Stock that in the aggregate does not exceed 4,000,000 shares, plus the number of shares subject to awards under the 2019 Incentive Plan and the Management Plan that are subsequently forfeited, canceled, returned, or settled in cash. The maximum number of shares of Class A Common Stock that may be issued through options designated as "incentive stock options" within the meaning of Section 422 of the Code may not exceed 400,000 shares of Class A Common Stock in the aggregate. The aggregate limit described in this paragraph does not take into account any stock options assumed as of a result of any merger or consolidation involving OSG in which we are the surviving corporation.

No more than 1,200,000 shares of stock may be granted to any single employee in any calendar year pursuant to the 2019 Incentive Plan. The amount paid under the 2019 Incentive Plan to any single employee in any calendar year with respect to any cash-based award may not exceed $7,500,000. Shares issued under the 2019 Incentive Plan may be either newly issued shares or treasury shares, as determined by the Compensation Committee. In the event of any change in the capitalization of OSG, the Compensation Committee will adjust the share limitations described above and the type of securities available for grant under the 2019 Incentive Plan to the extent deemed appropriate, and in the event of other corporate transactions involving OSG, the Compensation Committee will adjust the number and the type of securities underlying outstanding awards, in each case as it considers appropriate in order to prevent dilution or enlargement of rights.

The persons eligible to receive incentive awards pursuant to the 2019 Incentive Plan are those OSG employees that the Compensation Committee selects from time to time, including officers of OSG, whether or not they are directors. Each incentive award granted under the 2019 Incentive Plan will be evidenced by an Award Agreement. We currently expect that approximately 32 OSG employees (including one employee who is also a director) will be eligible to participate in the 2019 Incentive Plan. The closing per share price on the NYSE of a share of OSG's Class A Common Stock on March 29, 2019, was $2.29.

The Compensation Committee is authorized to grant awards, designating the employees of OSG or its affiliates who will be granted the awards, the type of award, the number of shares or amount of cash underlying such awards and the terms and conditions of such awards from time to time. Subject to Section 157 of the Delaware General Corporation Law, the Committee may also from time to time authorize a subcommittee consisting of one or more members of the Board of Directors or officers of OSG to grant awards to persons who are not executive officers of OSG (within the meaning of Rule 16a-1 of the 1934 Act). The Committee has the full discretionary authority to administer the 2019 Incentive Plan, including the authority to interpret and construe any provision of the 2019 Incentive Plan and the terms of any award granted thereunder.

In the case of any stock options issued under the 2019 Incentive Plan, the exercise price per share of Class A Common Stock covered by any such option may be not less than 100% of the fair market value of a share of Class A Common Stock on the date on which such option is granted. Any stock option granted under the 2019 Incentive Plan will expire not later than the 10-year anniversary of the date such option is granted.

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 The payment or vesting of performance based awards will depend upon performance targets related to one or more of the following performance measures: market price of the Class A Common Stock, net earnings, earnings before or after any or all of interest, taxes, depreciation and amortization, net income (including, net income or operating income), cash flow (including, operating cash flow, free cash flow and cash flow return on capital), cash position, cash valued added, customer satisfaction or growth measures, safety, revenues (including net revenues, net revenue growth or gross revenue), enterprise value, financial return ratios, market performance, margins (including gross margins or operating margins), productivity or efficiency ratios, costs, profits (including net profits, net operating profits, gross profit, gross profit growth and profit returns or margins), earnings per share, stock price, working capital turnover and targets, total shareholder return, economic value added or other value added measurements, return on assets, return on capital or invested capital, return on equity, return on sales, new product innovation, product release schedules or ship targets, product cost reduction, inventory or supply chain management activities, and budget and expense management.

The Compensation Committee may, in its discretion, reduce or eliminate the amount payable to any participant with respect to an award that is intended to qualify as performance-based compensation, based on such factors as the Committee may deem relevant, but the Committee may not increase any such amount above the amount established in accordance with the relevant performance schedule. The measurement of any performance measure(s) (i) may relate to the performance of a participant, OSG, its subsidiaries, any business group, business unit or other subdivision of OSG, or any combination of the foregoing, as the Committee deems appropriate and (ii) may be expressed as an amount, as an increase or decrease over a specified period, as a relative comparison to the performance of a group of comparator companies or a published or special index, or any other measure of the selected performance criteria, as the Committee deems appropriate. The measurement of any performance measure shall exclude the impact (positive or negative) of unusual, non-recurring or extraordinary items or expenses; charges for restructurings; discontinued operations; acquisitions or divestitures; the cumulative effect of changes in accounting treatment; changes in tax laws, accounting standards or principles or other laws or regulatory rules affecting reporting results; any impact of impairment of tangible or intangible assets; any impact of the issuance or repurchase of equity securities and/or other changes in the number of outstanding shares of any class of OSG's equity securities; any gain, loss, income or expense attributable to acquisitions or dispositions of stock or assets; stock-based compensation expense; asset write-downs, in-process research and development expense; gain or loss from all or certain claims or litigation and insurance recoveries; foreign exchange gains and losses; any impact of changes in foreign exchange rates and any changes in currency; a change in OSG's fiscal year; and any other items, each determined in accordance with U.S. generally accepted accounting principles and as identified in our audited financial statements, including the notes thereto.

Each award agreement will specify the consequences with respect to such award of any termination of employment, leave of absence, and the employee's death or disability. For purposes of the 2019 Incentive Plan, a "Change in Control" means: (i) any one person, or more than one person acting as a group (as defined under Treasury Regulation § 1.409A-3(i)(5)(v)(B)), other than OSG or any employee benefit plan sponsored by OSG, acquires ownership of capital stock of OSG that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the capital stock of OSG; or (ii) any one person, or more than one person acting as a group (as defined under Treasury Regulation § 1.409A-3(i)(5)(v)(B)) other than OSG or any employee benefit plan sponsored by OSG acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of capital stock of OSG possessing 30 percent or more of the total voting power of the capital stock of OSG; or (iii) a majority of members of our Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of our Board of Directors before the date of each appointment or election; or (iv) any one person, or more than one person acting as a group (as defined in Treasury Regulation § 1.409A-3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from OSG that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of OSG immediately before such acquisition or acquisitions. For purposes of subsection (iv), gross fair market value means the value of the assets of OSG, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. The foregoing subsections (i) through (iv) shall be interpreted in a manner that is consistent with the Treasury Regulations promulgated pursuant to Section 409A of the Code so that all, and only, such transactions or events that could qualify as a “change in control event” within the meaning of Treasury Regulation §1.409A-3(i)(5)(i) will be deemed to be a Change in Control for purposes of the 2019 Incentive Plan.

On or after the date of grant of an incentive award under the 2019 Incentive Plan, the Compensation Committee may (i) accelerate the date on which any such incentive award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such incentive award, including, without limitation, extending the period following a termination of a participant's employment during which any such incentive award may remain outstanding, (iii) waive any conditions to the vesting, exercisability or transferability, as the case may be, of any such incentive award or (iv) provide for the payment of dividends or dividend equivalents with respect to any such incentive award; provided, that the Committee shall not have any such authority to the extent that the grant of such authority would cause any tax to become due under Section 409A of the

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Code. We may not reprice any stock option (within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual and any other formal or informal guidance issued by the New York Stock Exchange) without the approval of our stockholders.

 No person will have any rights as a stockholder with respect to any shares of Class A Common Stock covered by or relating to any incentive award until the date of the issuance of such shares on our books and records. Except as otherwise expressly provided in the 2019 Incentive Plan, no adjustment of any incentive award will be made for dividends or other rights for which the record date occurs prior to the date of such issuance. Nothing in the 2019 Incentive Plan is intended, or should be construed, to limit authority of the Compensation Committee to cause OSG to make payments based on the dividends that would be payable with respect to any share of Common Stock if it were issued or outstanding, or from granting rights related to such dividends. At a participant’s request, the Committee may withhold or permit the participant to tender a portion of the shares underlying an award to satisfy tax withholding obligations incurred in connection with such award.

Our Board of Directors may at any time suspend or discontinue the 2019 Incentive Plan or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, tax requirement, or rule of a stock exchange requires stockholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval. Notwithstanding the foregoing, the Compensation Committee's may exercise its discretionary authority pursuant to and in accordance with the 2019 Incentive Plan, which discretion may be exercised without amendment to the 2019 Incentive Plan. No provision of the 2019 Incentive Plan will be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. Except as expressly provided in the 2019 Incentive Plan, no action taken thereunder may, without the consent of a participant, adversely affect such participant's rights under any previously granted and outstanding award.

Certain Federal Income Tax Consequences

The following is a brief description of the principal U.S. federal income tax consequences related to options granted under the 2019 Incentive Plan.

Non-Qualified Options. Generally, a grantee will not be subject to tax at the time a non-qualified option is granted, and no tax deduction is then available to OSG. Upon the exercise of a non-qualified option, an amount equal to the excess of the fair market value of the shares acquired on the date of exercise over the exercise price paid will be included in the grantee's ordinary income and OSG will generally be entitled to deduct the same amount. Upon disposition of shares acquired upon exercise, appreciation or depreciation after the date of exercise will be treated by the grantee or transferee of the non-qualified option as either capital gain or capital loss and, depending upon the length of period following exercise, either short term or long term.

If a non-qualified option provides for issuance of Class A Common Stock subject to restrictions upon exercise, the grantee receiving such restricted stock will not recognize income for tax purposes until the restrictions lapse, unless he or she elects otherwise, as described below. Rather, the grantee will have taxable income upon lapse of the restrictions equal to the amount by which the fair market value of the shares at the time the restrictions lapse exceeds the exercise price paid on exercise, and OSG will generally have a tax deduction in the same amount. Proceeds from the sale of stock sold after the restrictions lapse will be taxable as a capital gain or capital loss, depending upon the amount by which the sale price exceeds or is less than the fair market value of the stock at the time the restrictions lapse.

Alternatively, a grantee who receives Class A Common Stock subject to restrictions can elect to recognize income immediately upon exercise of the non-qualified option, in which case the grantee's taxable income and OSG's tax deduction are generally determined at the time of option exercise. However, if the grantee subsequently forfeits the stock or is required to sell it to OSG by the terms of the restriction, the grantee's tax deduction for any loss on the sale will be limited to the amount, if any, by which the exercise price exceeds the amount paid by OSG on such sale.

 If the grantee pays the exercise price, in whole or in part, with previously acquired shares, the exchange will not affect the tax treatment of the exercise. No gain or loss is recognized on delivery of the previously acquired shares to OSG, and shares received by the grantee equal in number to the previously acquired shares so exchanged will have the same basis and holding period for capital gain purposes as the previously acquired shares. Shares received by the grantee in excess of the number of previously acquired shares will have a basis equal to the fair market value of such additional shares as of the date ordinary income equal to such fair market value is realized, and a holding period beginning as of such date.

Incentive Stock Options. A grantee will not be subject to tax at the time an incentive stock option is granted or exercised, and no tax deduction is available to OSG; however, the grantee may be subject to the alternative minimum tax on the

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excess of the fair market value of the shares received upon exercise of the incentive stock option over the exercise price paid. Upon disposition of the shares acquired upon exercise of an incentive stock option, capital gain or capital loss will generally be recognized in an amount equal to the difference between the sale price and the exercise price, as long as the grantee has not disposed of the shares within two years of the date of grant of the option or within one year from the date of exercise and has been employed by OSG at all times from the grant date until the date three months before the date of exercise (one year in the case of permanent disability). If the grantee disposes of the shares without satisfying both the holding period and employment requirements (a disqualifying disposition), the grantee will recognize ordinary income at the time of the disqualifying disposition to the extent of the excess of the amount realized on such disqualifying disposition over the exercise price paid or, if the disqualifying disposition resulted from a failure to satisfy the holding period requirement, the fair market value of the shares on the date the incentive stock option is exercised (if less). Any remaining gain or loss is treated as a capital gain or capital loss.

If the grantee pays the exercise price, in whole or in part, with previously acquired shares, the exchange will not affect the tax treatment of the exercise. Upon such exchange, and except for disqualifying dispositions, no gain or loss is recognized upon the delivery of the previously acquired shares to OSG, and the shares received by the grantee equal in number to the previously acquired shares exchanged therefor will have the same basis and holding period for capital gain or capital loss purposes as the previously acquired shares. Shares received by the grantee in excess of the number of previously acquired shares will have a basis of zero and a holding period which commences as of the date the shares are issued to the grantee upon exercise of the incentive stock option. If such an exercise is effected using shares previously acquired through the exercise of an incentive stock option, the exchange of the previously acquired shares will be considered a disposition of such shares for the purpose of determining whether a disqualifying disposition has occurred.

OSG is not entitled to a tax deduction upon either the exercise of an incentive stock option or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the grantee recognized ordinary income in a disqualifying disposition.

Limits on Company’s Deductions. Section 162(m) of the Code generally places a $1 million annual limit on a company’s tax deduction for compensation paid to a "covered employee." A "covered employee" is defined as the chief executive officer, chief financial officer and the other three highest paid officers named in the company's proxy statement. If an individual was a "covered employee" at any point during a particular tax year beginning on or after January 1, 2017, such individual will be considered a "covered employee" for that year as well as all subsequent years, including years after such individual terminates employment.

If awards vest or are paid on an accelerated basis upon a Change in Control or a subsequent termination of employment, some or all of the value of that acceleration may be considered an "excess parachute payment" under Section 280G of the Code. This would result in the imposition of a 20 percent (20%) federal excise tax on the recipients of the excess parachute payments and a loss of the OSG’s deduction for the excess parachute payments.

New Plan Benefits

The amount of awards payable under the 2019 Incentive Plan, if any, to any participant is not determinable as awards have not yet been determined. Participation in the 2019 Incentive Plan does not guarantee the payment of an award, and all awards under the 2019 Incentive Plan are discretionary and subject to approval by the Compensation Committee, as described above.

The Board of Directors recommends a vote "FOR" the approval 

of the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management.

AUDIT COMMITTEE REPORT

Management has primary responsibility for preparing the consolidated financial statements of the Company,OSG, for maintaining effective internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting. The Company'sOur independent registered public accounting firm is responsible for performing independent audits of the Company’sOSG’s consolidated financial statements in accordance with auditing standards generally accepted in the United States ("(“U.S. GAAS'GAAS’) and the effectiveness of the Company'sOSG’s internal control over financial reporting based on criteria established by the Public Company Accounting Oversight Board (the "PCAOB'“PCAOB’). The Audit Committee'sCommittee’s responsibility is to monitor and oversee these processes on behalf of the Board. The Board has adopted a written Audit Committee Charter describing the Audit Committee’s role and responsibilities, which is posted on the Company'sour website at www.osg.com.

In fulfilling its oversight responsibilities, the Audit Committee met with management and the Company'sOSG’s independent registered public accounting firm and held discussions concerning the acceptability and quality of the accounting principles, the reasonableness of significant judgments, and the adequacy and clarity of disclosures in the consolidated financial statements to be included in the Company's 2018OSG’s Annual Report on Form 10-K.10-K for 2021. Management represented to the Audit Committee that such consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Audit Committee reviewed and discussed such consolidated financial statements with management and the Company'sOSG’s independent registered public accounting firm. The Audit Committee further discussed with the Company’sOSG’s independent registered public accounting firm the matters required to be discussed by PCAOB Auditing Standards.

Standards No. 1301 (Communications with Audit Committees).

The Audit Committee also reviewed management'smanagement’s report on its assessment of the effectiveness of the Company'sOSG’s internal control over financial reporting and the Company'sOSG’s independent registered public accounting firm'sfirm’s report on the effectiveness of the Company'sour internal control over financial reporting.

The Company’s

OSG’s independent registered public accounting firm also provided to the Audit Committee the written disclosures and letter required by PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence), and the Audit Committee discussed with the independent registered public accounting firm theirits independence from the CompanyOSG and management and considered the compatibility of non-audit services with the registered public accounting firm’s independence.

Based upon the Audit Committee’s discussions with management and the Company’sOSG’s independent registered public accounting firm, the Audit Committee’s review of the representations of management, the certifications of the Company'sOSG’s chief executive officer and chief financial officer which are required by the SEC and the Sarbanes-Oxley Act of 2002, and the reports, letters and other communications of the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors (and the Board of Directors approved) that the audited consolidated financial statements be included in the 20182021 Form 10-K for filing with the SEC.

	By the Audit Committee:
	John P. Reddy, (Chair)Chair
	Anja L. Manuel
	Julie E. Silcock

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RATIFICATION OF APPOINTMENT OF THE

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(PROPOSAL NO. 4)

Ernst and Young3)

The Audit Committee has appointed Grant Thornton LLP, certified public accountants ("EY"(“Grant Thornton”), as OSG’s independent registered public accounting firm to examine the consolidated financial statements of OSG and its subsidiaries for the fiscal year ending December 31, 2022. Grant Thornton has served as our independent registered public accounting firm for the yearsince April 2020.

During OSG’s two fiscal years ended December 31, 20182020 and are continuing to serve in 2019.

The audit reports2021, there were (i) no disagreements, within the meaning of EY onItem 304(a)(1)(iv) of Regulation S-K promulgated under the effectivenessExchange Act of internal control over financial reporting1934, as of December 31, 2018 did not contain an adverse opinion, nor were they qualifiedamended (“Regulation S-K”), and the related instructions thereto, with either Grant Thornton or modified. DuringErnst & Young LLP, OSG’s auditor through the first quarter of the fiscal year ended December 31, 2018, there were (i) no disagreements with EY2020, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to EY'sthe satisfaction of the auditing firms, would have caused EYit to make reference theretoto the subject matter of the disagreements in theirconnection with its reports, on the consolidated financial statements for such years, and (ii) no "reportable events"reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

In deciding to engage EY in 2018S-K and 2019, the Audit Committee reviewed auditor independence and existing commercial relationships with EY, and concluded that EY has no commercial relationship with the Company that would impair its independence. During the fiscal year ended December 31, 2018, neither the Companyrelated instructions thereto.

Neither OSG nor anyone acting on its behalf has consulted with EY onGrant Thornton regarding any of the matters or events set forthdescribed in ItemItems 304(a)(2)(i) and (ii) of Regulation S-K.

Stockholder ratification of the appointment of EYGrant Thornton as our independent registered public accounting firm is not required by our Bylaws or other applicable legal requirement. However, the BoardAudit Committee is submitting thethis appointment of EY to the stockholders for ratification as a matter of good corporate practice. If the appointment of Grant Thornton is not ratified by the stockholders, the Audit Committee, at its discretion, will reconsider its selection of EYGrant Thornton as our independent registered public accounting firm. Even if the appointment of EYGrant Thornton is ratified, the Audit Committee at its discretion may direct the appointment of a different independent registered certified public accounting firm at any time during the year if it determines that such a change would be in our and our stockholders'stockholders’ best interests.

A representative of EY is expected to attend the Annual Meeting and be afforded an opportunity to make a statement, as well as be available to respond to appropriate questions submitted by stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The following table represents professional audit services fees incurred by OSG to EYGrant Thornton for the audit of our annual financial statements and fees billed for other services for the fiscal years ended December 31, 20182021 and December 31, 2017, and fees billed for other services incurred by OSG to EY during those periods.

Ernst & Young	Fiscal Year 2018 $			Fiscal Year 2017 $
Audit Fees (1)	854,000			857,000
All Other Fees (2)	35,000			32,000
Total	889,000			889,000

2020.

Fee Type		Fiscal Year 2021 $				Fiscal Year 2020 $
Audit Fees (1)			650,000				662,000
All Other Fees (2)			25,000				0
Total			675,000				662,000

(1) (1)

Audit fees include fees for professional services rendered for the audit of our annual financial statements; the review of the financial statements included in our Forms 10-Q; Sarbanes-Oxley Section 404 attestation procedures; expenses incurred related to the performance of the services noted above; financial audits and reviews for certain of the Company'sCompany’s subsidiaries and services associated with documents filed with the SEC.

(2)	All other fees incurred by us to EY in 2018 and 2017Grant Thornton were related to agreed-upon procedures for American Tanker, Inc. and access to EY GAAIT US technical guidance.

The Audit Committee considered whether the provision of services described above under "All“All Other Fees"Fees” were compatible with maintaining EY'sGrant Thornton’s independence. The CompanyOSG does not believe that any reasonable concerns about the objectivity of EYGrant Thornton in conducting the audit of the Company’sOSG financial statements are raised as a result of the fees paid for non-audit-related services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

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The Audit Committee has established policies and procedures for pre-approving audit and permissible non-audit work performed by its independent registered public accounting firm. As set forth in the pre-approval policies and procedures, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent auditor. Any proposed services exceeding pre-approved cost levels require specific pre-approval by the Audit Committee. All fees have been approved by the Audit Committee in accordance with these policies and procedures.

The Audit Committee and the Board of Directors recommend a vote "FOR"“FOR” the ratification of the

selection of Ernst & YoungGrant Thornton LLP as the independent registered public accounting firm for 2019.2022.

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APPROVAL OF AN AMENDMENT TO THE

INCENTIVE COMPENSATION PLAN FOR MANAGEMENT

(PROPOSAL NO. 4)

In May 2019 our stockholders approved the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management (the “Compensation Plan”), providing for the issuance of up to 4,000,000 shares of OSG’s Class A Common Stock, as described below. In April 2022 the Board of Directors adopted, subject to stockholder approval, an amendment to the Compensation Plan to increase the number of shares available for issuance by 5,000,000 shares, for a total of 9,000,000 shares (the “Amendment”). The three-year historical burn rate of the Compensation Plan is 2.1% and the overhang would be 11.7% if the Amendment is approved.

The Board of Directors believes that the Amendment is in the best interests of OSG and our stockholders, because it enables OSG to continue to grant equity and other incentives to certain employees (the “Participants”) selected by the Compensation Committee and that such awards are critical to OSG’s efforts to attract and retain key talent and to encourage ownership of shares of Common Stock by key employees.

The closing market price per share of the Common Stock as of April 6, 2022, the Record Date, was $2.14 per share.

Summary of the Compensation Plan

The following summary of material terms of the Compensation Plan is qualified in its entirety by reference to the full text of the Amendment, which is attached as Appendix Aand incorporated herein by reference. Unless otherwise indicated, all capitalized terms in the below summary have the meanings given to such terms in the Compensation Plan.

The purpose of the Compensation Plan is to promote the interests of OSG and its stockholders by providing Participants, who are responsible with the execution of strategy and growth of OSG, with incentives and rewards for retention, consistent with the compensation philosophy.

Under the Compensation Plan, the Committee may grant to Participants cash-based awards, stock options or other equity-based awards (including stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units) with respect to up to 9,000,000 shares of Common Stock (giving effect to the proposed Amendment), subject to adjustment for stock splits and other changes in OSG’s capitalization. Stock-based awards may, at the discretion of the Committee, be paid in cash or otherwise of amounts based on the value of shares of Common Stock. No awards may be made under the Compensation Plan after May 30, 2029.

The persons eligible to receive awards are those Participants whom the Committee selects from time to time. There are less than thirty Participants currently in the Compensation Plan, with five of those being Executive Officers, or “Covered Employees” under the Compensation Plan. The nature and amount of awards that may be granted under the Compensation Plan in the future is not known at this time.

Subject to changes in OSG’s capitalization, the maximum number of shares of Common Stock that may be covered by incentive awards granted to any Covered Employee in any calendar year under the Compensation Plan shall not exceed 1,200,000 shares and the maximum amount payable to any Covered Employee under the Compensation Plan with respect to any calendar year for all cash incentive cash awards is $7,500,000. In addition, subject to such changes, the Compensation Plan limits to 400,000 (to be increased to 900,000 if the Amendment is approved) the number of shares of Common Stock that may be subject to Incentive Stock Options.

The Committee administers the Compensation Plan and is authorized to grant awards, designating the Participants who will be granted the awards, the type of award, the number of shares of Common Stock or amount of cash underlying such awards and the terms and conditions of such awards from time to time. The Committee has the full discretionary authority to administer the Compensation Plan, including the authority to interpret and construe any provision of the Compensation Plan and the terms of any award granted thereunder.

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In the case of any stock options issued under the Compensation Plan, the exercise price per share of Common Stock covered by any such option may not be less than the fair market value of a share of Common Stock on the date on which such option is granted. Any stock options granted under the Plan will expire on the ten-year anniversary of the date the option is granted.

Each award agreement will specify the consequences with respect to such award of any termination of employment, leave of absence, and death or disability and will also specify any consequences of a Change in Control. On or after the date of grant of an award under the Compensation Plan, the Committee may (i) accelerate the date on which any such award becomes vested, exercisable or transferable; (ii) extend the term of any such award, including, without limitation, extending the period following a termination of a Participant’s service during which any such award may remain outstanding; (iii) waive any condition to the vesting, exercisability or transferability of any such award; or (iv) provide for the payment of dividends or dividend equivalents with respect to any such award. OSG may not reprice any stock option without the approval of the stockholders of OSG.

OSG is entitled to recoup compensation paid to a Participant under the Compensation Plan to the extent permitted or required by applicable law, Company policy and/or the requirements of an exchange on which OSG’s shares are listed to trading.

The number of shares of Common Stock covered by the Compensation Plan, the maximum number of shares with respect to which the Committee may grant awards to any individual Participant in any calendar year, the number of shares covered by outstanding awards and the exercise price per share of Common Stock, if applicable, of each outstanding award will be approximately adjusted by the Committee in the event of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change. In addition, in the event of a dissolution or liquidation, sale of all or substantially all of the assets, or merger, consolidation or similar transaction involving OSG, the Committee has the power to cancel the outstanding award and pay an equivalent value in cash or exchange the outstanding award for some or all of the property which holder of the number of shares subject to the award would have received in the transaction or securities of the acquirer or surviving entity, and make an equitable adjustment in the exercise price or number of shares or amount of property subject to the award.

The Board of Directors recommends a vote FOR the amendment

of the Compensation Plan.

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OWNERSHIP OF CLASS A COMMON STOCK BY DIRECTORS, EXECUTIVE OFFICERS

AND CERTAIN OTHER BENEFICIAL OWNERS

The tables below set forth certain beneficial ownership information with respect to the Company's director nominees, executive officers,each of the NEOs listed in the Summary Compensation Table, and each person who is known to the CompanyOSG to be the beneficial owner of more than 5% of the outstanding shares of Class A Common Stock. The information with respect to such beneficial ownership by the identified stockholdersowners was prepared based on information supplied by such stockholdersowners in their filings with the SEC. Except as disclosed in the notes to these tables and subject to applicable community property laws, the CompanyOSG believes that each beneficial owner identified in the table possesses sole voting and investment power over all Class A Common Stock shown as beneficially owned by the beneficial owner.

Beneficial ownership for the purposes of the following tables is determined in accordance with the rules and regulations of the SEC. Those rules generally provide that a person is the beneficial owner of shares if such person has or shares the power to vote or direct the voting of shares, or to dispose or direct the disposition of shares or has the right to acquire such powers within 60 days.days of the Measurement Date (April 1, 2022). For purposes of calculating each person'sperson’s percentage ownership, shares of Class A Common Stock issuable pursuant to options or warrants exercisable within 60 days are included as outstanding and beneficially owned for that person, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. In some cases, the CompanyOSG believes that foreign ownership or other restrictions may limit the ability of warrant holders to exercise warrants they hold, meaning that such persons may not be required to report share ownership as they would not be entitled to receive the underlying shares of Class A Common Stock. The percentage of beneficial ownership is based on 85,292,75187,698,624 shares of the Company'sOSG’s Class A Common Stock outstanding as of the Measurement Date (March 29, 2019).Date. On the Measurement Date,that date, there were 20,563,96219,051,778 warrants (exercisable for 3,907,1533,619,838 shares of Class A Common Stock) that were not included in that calculation (other than to the extent set forth with respect to any individual stockholder below).

Directors and Executive Officers

The table below sets forth information as to the Company's director nominees and executive officers and includes the amountnumber of shares and percentage of the Company’soutstanding shares of OSG’s Class A Common Stock of whichbeneficially owned by each director nominee, each NEO, other executive officers, and all director nominees and executive officers as a group, was the “beneficial owner” (as defined in regulations of the SEC) on the Measurement Date, all as reported to the Company.OSG. The address of each person identified below as of the date of this Proxy Statement is c/o Overseas Shipholding Group, Inc., 302 Knights Run Avenue, Suite 1200, Tampa, Florida 33602.

Directors and Director Nominees	Shares of Class A Common Stock Beneficially Owned(1)
	Number			Percentage Beneficially Owned
Douglas D. Wheat	201,085			*
Joseph I. Kronsberg	—		(2)	*
Anja L. Manuel	37,300			*
Samuel H. Norton	2,603,504		(3)	3.0%
John P. Reddy	—			*
Julie E. Silcock	—			*
Gary E. Taylor	57,188			*
Ty E. Wallach	—		(4)	*
Other Named Executive Officers
Richard Trueblood	33,828			*
Patrick J. O’Halloran	58,025		(5)	*
Damon M. Mote	57,939		(5)	*
Susan Allan	34,363		(6)	*
All current directors and executive officers as a group (12 persons)	3,083,232			3.6%

		Shares of Class A Common Stock Beneficially Owned(1)
Directors and Director Nominees		Number				Percentage Beneficially Owned
Douglas D. Wheat			438,633				*
Rebecca DeLaet			37,800				*
Joseph I. Kronsberg			150,000				*
Anja L. Manuel			146,153				*
Samuel H. Norton			3,344,714				3.81%
John P. Reddy			108,853				*
Julie E. Silcock			310,727				*
Gary E. Taylor			166,041				*
Other Named Executive Officers and executive officers
Richard Trueblood			191,349				*
Patrick J. O’Halloran			210,227				*
Damon M. Mote			210,141				*
Susan Allan			179,915				*
All current directors and executive officers as a group (12 persons)			5,494,553				6.27%

* Less than 1%

(1)	Includes shares of Class A Common Stock issuable within 60 days of the Measurement DateApril 1, 2022 upon the exercise of options or warrants owned by the indicated stockholders on that date.warrants:

Mr. Norton - 1,422,318 shares; Mr. O’Halloran and Mr. Mote - 18,078 shares; Ms. Allan - 20,282; and all directors and executive officers as a group: 5,494,553 shares.

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(2)

Mr. Kronsberg is an employee of Cyrus Capital Partners, L.P. (“CCP”) which beneficially owns 12,024,997 shares of Class A Common Stock, including 37,300 shares which were granted by the Company to CCP under the Company’s non-Employee Director Incentive Compensation Plan in 2018. The grant was made to CCP pursuant to agreements between CCP and Mr. Kronsberg under which CCP is required to receive all compensation in connection with Mr. Kronsberg’s directorship. Mr. Kronsberg disclaims beneficial ownership of all Company securities held by CCP except to the extent of his pecuniary interest therein, if any.38

(3)	Includes options covering 1,416,439 shares of Class A Common Stock that are exercisable within 60 days of the Measurement Date.

(4)

Paulson Name   Shares of Class A Common Stock Beneficially Owned*(1)       Number     Percentage Beneficially Owned   Cyrus Capital Partners, L.P. (2)     19,465,234       22.20% Saltchuk Resources, Inc.(3)     15,203,554       17.34% Paulson & Co. Inc (4)     6,300,000       7.18% * Unless otherwise stated in the notes to this table, the share and percentage ownership information presented is the investment manager of certain funds and accounts which beneficially own 10,236,431 shares of Class A Common Stock. Mr. Wallach disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.

(5)	Includes options covering 12,052 shares of Class A Common Stock that are exercisable within 60 days of the Measurement Date.

(6)	Includes options covering 13,522 shares of Class A Common Stock that are exercisable within 60 days of the Measurement Date.

Other Beneficial Owners

The following table sets forth information as of the Measurement Date (except as otherwise noted) with respect to persons known by us to be the beneficial owners of more than 5% of our Class A Common Stock, based solely on the information reported by such persons in their Schedule 13D and 13G filings with the SEC. For each entity included in the table below, percentage ownership is calculated by dividing the number of shares reported as beneficially owned by such entity by the number of shares of Class A Common Stock outstanding as of the Measurement Date, as reported to the Company and the SEC.

Name	Shares of Class A Common Stock Beneficially Owned*(1)
	Number			Percentage Beneficially Owned
Cyrus Capital Partners, L.P. (2)	20,704,082			23.5%
Paulson & Co. Inc (3)	8,300,000			9.7%
CF Partners Capital Management, LLP (4)	6,703,405			7.9%

Date.

*	Unless otherwise stated in the notes to this table, the share and percentage ownership information presented is as of the Measurement Date.

(1)

Includes shares of Class A Common Stock underlying all warrants owned by such person (at the Measurement Date stock exercise ratio of 0.19 shares for every warrant), owned by such person, and assumes gross exercise of warrants without withholding of any shares pursuant to the cashless exercise procedures of the warrants. The warrants are immediately exercisable but may only be exercised with the Company’sOSG’s consent and are subject to certain citizenship rules and limitations on exercise, sale, transfer or other disposition.

(2)	Based on a Schedule 13D/A filed on March 13, 201924, 2022 and a Form-4 filed on March 30, 2022 with the SEC by Cyrus Capital Partners, L.P. (“CCP”Cyrus”) has,, Cyrus, together with respect to beneficial ownership,its affiliate and general partner, Cyrus Capital Partners GP, L.L.C. (“Cyrus GP”), has shared voting power and shared dispositive power of 20,704,082with respect to 19,742,632 shares of Class A Common Stock by each of CCPCyrus and Cyrus Capital Partners GP, L.L.C. (“CCPGP”), of which 2,636,376 shares are obtainable upon the exercise of 13,851,382 warrants. As the (i) principal of CCPCyrus and (ii) principal of CCPGP., the general partner of CCP,Cyrus GP, Stephen C. Freidheim (“Freidheim”) may be deemed the beneficial owner of 20,704,08219,742,632 shares of Class A Common Stock. The address of each of CCP, CCPGPCyrus, Cyrus GP and Freidheim is 399 Park Avenue, 39th Floor, New York, NY 10022.

(3)	Based on a Form 4Schedule 13D/A filed on August 21, 2018 andSeptember 7, 2021 with the SEC by Saltchuk Resources, Inc. (“Saltchuk”), Saltchuk has beneficial ownership of an amendment toaggregate amount of 14,115,798 shares of Class A Common Stock. The address of Saltchuk is 450 Alaskan Way South, Suite 708, Seattle, WA 98104.
	(4)	Based on a Schedule 13D13D/A filed on August 21, 2018April 13, 2020 with the SEC by Paulson & Co. Inc. ("Paulson"(“Paulson”) with respect to, Paulson has beneficial ownership of 8,300,000an aggregate amount of 6,300,000 shares of Class A Common Stock by Paulson.Stock. Paulson is the investment advisor, or manager, of PCO Shipping LLC and certain separately managed accounts (collectively, the “Paulson Accounts”). The address of Paulson and the Paulson Accounts is c/o Paulson & Co. Inc., 1251 Avenue of the Americas, 50th Floor, New York, NY 10020.

(4)

Based on a Schedule 13D filed on November 20, 2018 with the SEC by CF Partners Capital Management, LLP ("CFP") with respect to beneficial ownership of an aggregate of 6,703,405 shares of Class A Common Stock by CFP. CFP is the investment manager of the CFP Opportunity Master Fund, an Irish unit trust and other controlled investment accounts of CFP (the "CFP Accounts"). The address of CFP and the CFP Accounts is 80 Hammersmith Road, 4th Floor, London, United Kingdom W14 8UD.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

STOCKHOLDER MATTERS

The following table provides information as of December 31, 20182021 with respect to the Company'sOSG’s equity compensation plans,

which have been approved by the Company'sOSG’s stockholders.

Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)*
Equity compensation plans approved by security holders	866,011		3.23		3,763,829
Equity compensation plans not approved by stockholders	—		—		—

Plan Category		Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a)				Weighted-average exercise price of outstanding options, warrants and rights (b)				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)*
Equity compensation plans approved by security holders			1,478,756				2.65				2,149,787
Equity compensation plans not approved by stockholders			—				—				—

* Consists of 3,195,5431,130,883 Class A Common Stock shares eligible to be granted under the Incentive Compensation Plan for Management Plan and 568,2861,018,904 shares under the Non-Executive Director Incentive Compensation Plan.

The number of shares available for issuance under the Incentive Compensation Plan for Management includes the additional shares for which stockholder approval is being sought at the Meeting. See Proposal 4: Approval of an Amendment to the Incentive Compensation Plan for Management.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, the Company’sOSG’s directors, executive officers and any persons holding more than ten percent (10%) of the Company'sOSG’s Class A Common Stock are required to report their ownership of Class A Common Stock and any changes in that ownership, on a timely basis, to the SEC. Directors, executive officers and beneficial owners of more than 10% of the Class A Common Stock are also required to furnish the CompanyOSG with copies of all Section 16(a) reports that they file with the SEC. Based solely upon a review of these reports received by the CompanyOSG for 20182021 and any written representations from reporting persons, all such reports were filed on a timely basis in 2018 .2021.

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INFORMATION CONCERNING SOLICITATION AND VOTING

Proxies are being solicited on behalf of the Board of OSG for use at the Annual Meeting to be held virtually on May 30, 2019Wednesday, June 1, 2022 at 8:9:30 a.m. (ET), or any adjournment or postponement thereof, for the purposes set forth herein and in the Notice of Annual Meeting of Stockholders. The Annual Meeting will be held in the Brenner Emory Smoot Training Center at 2000 Barge Avenue, Tampa, Florida.

Any stockholder giving a proxy may revoke it at any time before it is exercised at the meeting.

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Record Date, Shares Outstanding and Voting

Only stockholders of record at the close of business on April 4, 20196, 2022 (the "Record Date'“Record Date”) will beare entitled to vote at the Annual Meeting. The Company has one class of voting securities, its Class A Common Stock, with each share entitled to one vote. As of the Record Date, 85,292,751 87,776,696 shares werewere outstanding.

All shares represented by an eligible proxy will be voted at the meeting in accordance with the instructions provided therein. If no such instructions are provided, the proxy will be voted:

(1)	FOR the election of eight directors,

(2)	FOR the approval, inon an advisory vote,basis, of the compensation for 20182021 of the executive officers named in the Summary Compensation Table, in this Proxy Statement (each, a "Named Executive Officer" and collectively, the "Named Executive Officers" or "NEOs"), as described in the "Compensation Discussion and Analysis" section“How We Compensate Our Executives” and in the accompanying compensation tables and narrative in this Proxy Statement, and

	(3)	FOR the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
(3)
	(4)	FOR the approval of an amendment to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management andto increase the number of shares of Common Stock available for issuance under the Plan by five (5) million shares.

(4)	FOR the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year 2019.

Each of the election of directors, the advisory vote to approve the compensation of the NEOs, the approval of the 2019 Incentive Plan, and the ratification of the appointment of the Company'sCompany’s independent registered public accounting firm for 2022, and the approval of an amendment to the 2019 Incentive Compensation Plan for Management requires the affirmative vote (in person or by proxy) of a majority of the votes cast by the holders of the shares of Common Stock present in person or represented by proxy at the meeting and entitled to vote thereon. If the appointment of the Company'sCompany’s independent registered public accounting firm for 20192022 is not ratified, the Audit Committee will reconsider the appointment and review its future selection of an independent registered public accounting firm. The advisory voteIf the amendment to approve the compensation of the NEOs for 2018 is non-binding, but the Board and the Compensation Committee will review the voting results in connection with their ongoing evaluation of the Company’s compensation program. If the 2019 Incentive Compensation Plan for Management is not approved, it will not be implemented, and the Board will consider alternative plans or other actions. As no grants have been made under this plan, no one will be affected by a failure to approve it.

Some of the Company’s stockholders hold their shares through a broker, trustee, or other nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those shares owned beneficially.

Stockholder of Record. If your shares are registered directly in your name with the Company's transfer agent, Computershare, Inc. then you are considered the "stockholder of record." As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to a third party, or to vote in person at the Annual Meeting.

Beneficial Owner. If your shares are held in a brokerage account, by a trustee, or by another nominee, then you are considered the "beneficial owner" of those shares. As the beneficial owner of those shares, you have the right to direct your broker, trustee, or nominee how to vote and you also are invited to attend the Annual Meeting. However, because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a "legal proxy," as discussed below.

If you are not a stockholder of record, please understand that the Company may not know that you are a stockholder, or how many shares you own.

	●	Stockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Computershare, Inc. then you are considered the “stockholder of record.” As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to a third party, or to vote at the Annual Meeting.
	●	Beneficial Owner. If your shares are held in a brokerage account, by a trustee, or by another nominee, then you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, trustee, or nominee how to vote and you also are invited to attend the Annual Meeting. However, because a beneficial owner is not the stockholder of record, you may not vote these shares at the Annual Meeting unless you obtain a “legal proxy,” as discussed below.

As a stockholder of record, you may vote by one of the following methods:

Internet Voting. You may use the Internet as described on the proxy card or the notice of availability of proxy materials, as applicable, to vote your shares of Common Stock by giving the Company a proxy. You will be able to vote your shares by the Internet and confirm that your vote has been properly recorded. Please see your proxy card or your notice of availability of proxy materials, as applicable, for specific instructions.

Telephone Voting. You may vote your shares of Common Stock by giving the Company a proxy using the toll–free number listed on the proxy card. The procedure allows you to vote your shares and to confirm that your vote was recorded. Please see your proxy card for specific instructions.

Voting By Mail. You may sign, date, and mail your proxy card in the postage-paid envelope provided. This option is available only to those stockholders who have received a paper copy of a proxy card by mail.

Voting In Person. You may vote in person at the meeting.

	●	Internet Voting. You may use the Internet as described on the proxy card or the notice of availability of proxy materials, as applicable, to vote your shares of Common Stock by giving the Company a proxy. You will be able to vote your shares by the Internet and confirm that your vote has been properly recorded. Please see your proxy card or your notice of availability of proxy materials, as applicable, for specific instructions.
	●	Telephone Voting. You may vote your shares of Common Stock by giving the Company a proxy using the toll–free number listed on the proxy card. The procedure allows you to vote your shares and to confirm that your vote was recorded. Please see your proxy card for specific instructions.
	●	Voting By Mail. You may sign, date, and mail your proxy card in the postage-paid envelope provided. This option is available only to those stockholders who have received a paper copy of a proxy card by mail.
	●	Voting at the Annual Meeting. You may vote at the Annual Meeting as indicated above under “Remote Participation at the Annual Meeting” at the beginning of this Proxy Statement.

If your shares are held through a broker, bank, trustee or other nominee, you will receive a request for voting instructions with respect to your shares of Common Stock from the broker, bank, trustee or other nominee. You should respond to the request for voting instructions in the manner specified by the broker, bank, trustee or other nominee. If you have questions about voting your shares, you should contact your broker, bank, trustee or other nominee.

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If you hold your shares through a broker, bank, trustee or other nominee and you wish to vote in person at the meeting, you will need to bring a legal proxy to the meeting. You must request a legal proxy through your broker, bank, trustee or other nominee. Please note that if you request a legal proxy, any proxy with respect to your shares of Common Stock previously executed by your broker, bank, trustee, or other nominee will be revoked and your vote will not be counted unless you appearvote at the meeting and vote in person or legally appoint another proxy to vote on your behalf.

It is very important that you are represented at the meeting and that your shares are voted. We urge you to vote as soon as possible by telephone, over the Internet or by marking, signing and returning your proxy or voting instruction card, even if you plan to attend the Annual Meeting in person.

Meeting.

To conduct the business of the Annual Meeting, we must have a quorum. The presence in person or by proxy of at least a majority of the shares entitled to vote is necessary to constitute a quorum at the Annual Meeting. Abstentions will be counted toward fulfillment of quorum requirements. Abstentions and broker non-votes will not be counted in tabulations of the votes cast on any of the proposals presented at the Annual Meeting. For purposes of the proposal to approve the 2019 Incentive Plan and in accordance with NYSE rules, abstentions will be treated as votes cast against this proposal. A broker non–vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner. In the absence of voting instructions from the beneficial owner of the shares, nominee holders will not have discretionary authority to vote the shares at the Annual Meeting in the election of directors, or for the advisory vote to approve the compensation for 2021 of the NEOsexecutive officers, or for the approval of the amendment to the 2019 Incentive Compensation Plan for Management, but will have discretionary authority to vote on the ratification of the appointment of the Company'sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2019.2022. Proxies that are transmitted by nominee holders for beneficial owners will count toward a quorum and will be voted as instructed by the nominee holder.

As all of these matters are very important to the Company,OSG, we urge you to vote your shares by telephone, over the Internet or by marking, signing and returning your proxy or voting instruction card.

Expenses

The cost of soliciting proxies for the meeting will be borne by the Company. The CompanyOSG. OSG will also reimburse brokers and others who are only record holders of the Company'sOSG shares for their reasonable expenses incurred in obtaining voting instructions from beneficial owners of such shares.

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We have engaged The Proxy Advisory Group, LLC to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements, which are not expected to exceed $15,000 in total.

Proposals for 2020 Annual Meeting of Stockholders

in 2023

Stockholder proposals submitted under the SEC rules for inclusion in the Proxy Statement for the Annual Meeting in 2023 must be received no later thanDecember 19, 2022. Stockholder proposals submitted under the SEC rules must be submitted in writing to our Corporate Secretary at our principal offices and comply with the proxy rules. Any stockholder who wishes to propose a matter for action at the Company'sCompany’s next Annual Meeting pursuant to the Company’s Amended and Restated By–laws, including the nomination of a director, must notify the Company in writing, and provide the information required by the Company’s Amended and Restated By–laws, no earlier than 90 days and no later than 60 days prior to April 16, 2020,19, 2023, the first anniversary of this year'syear’s Notice of Annual Meeting. In other words, the notice and such information must be received no earlier than December 19, 2019,January 18, 2023, and no later than February 16, 2020.18, 2023. Stockholders can obtain a copy of the By-laws by writing the Corporate Secretary at the following address: Corporate Secretary, Overseas Shipholding Group, Inc., 302 Knights Run Avenue, Suite 1200, Tampa, Florida 33602.

A stockholder may recommend a person as a nominee for director by writing to the Corporate Secretary of the Company. Recommendations must be received by February 16, 202018, 2023 in order for a candidate to be considered for election at the 2020 Annual Meeting.Meeting in 2023. Each recommendation for nomination should contain the following information: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy atattend the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had such nominee been nominated, or intended to be nominated, by the Board; and (e) the consent of each nominee to serve as a director of the Company if so elected. 

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OTHER MATTERS

The Board is not aware of any matters to be presented at the meetingAnnual Meeting other than those specified above. If any other matter should be presented, proxy holders will vote the shares represented by the proxy on such matter in accordance with their best judgment.

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as "householding,"“householding,” potentially provides extra convenience for stockholders and cost savings for companies. Some brokers use this process for proxy materials, delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice that any person will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or the CompanyOSG if you hold shares registered in your name, and the CompanyOSG will promptly undertake to carry out your request. You can notify the CompanyOSG by sending a written request to the CompanyOSG at its address set forth above.

The Company's Annual Report on

OSG’s 2021 Form 10-K for the fiscal year ended December 31, 2018 is available at http://www.osg.com/investor-relations. That Annual Report on Form 10-Kinvestor-relations. It does not form part of this Proxy Statement. The CompanyOSG will provide to any stockholder of the Company,OSG, without charge, a copy of the Company"s Annual Report on2021 Form 10-K for the fiscal year ended December 31, 2018 upon the written request of such stockholder addressed to the Corporate Secretary of the CompanyOSG at 302 Knights Run Avenue, Suite 1200, Tampa, Florida 33602.

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APPENDIX A

AMENDMENT NO. 1

TO OVERSEAS SHIPHOLDING GROUP, INC.

2019 INCENTIVE COMPENSATION PLAN FOR MANAGEMENT

(Dated

THIS AMENDMENT NO. 1 TO THE OVERSEAS SHIPHOLDING GROUP, INC. 2019 INCENTIVE COMPENSATION PLAN FOR MANAGEMENT (this “Amendment”) is effective as of June 1, 2022 (the “Amendment Date”), subject to beapproval by the stockholders of Overseas Shipholding Group, Inc. (the “Company”).

Amendment. The Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management, effective as of May 30, 2019;

Subject to stockholder approval)

1.Purpose of the 2019 (the “Plan

This Plan”), is intended to promote the interests of the Company and its shareholders by providing certain employees of the Company, who are largely responsible for the management, growth and protection of the business of the Company, with incentives and rewards to encourage them to continue in the service of the Company.

2.Definitions

As used in the Plan or in any instrument governing the terms of any Incentive Award, the following definitions apply to the terms indicated below:

(a)“Affiliate” means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person.

(b)“Award Agreement” means a written agreement, in a form determined by the Committee from time to time, entered into by each Participant and the Company, evidencing the grant of an Incentive Award under the Plan.

(c)“Board of Directors” means the Board of Directors of OSG.

(d)“Cash Incentive Award” means an award granted to a Participant pursuant to Section 8 of the Plan.

(e)“Change in Control” means (i) any one Person, or more than one Person acting as a group (as defined under Treasury Regulation § 1.409A-3(i)(5)(v)(B)), other than OSG or any employee benefit plan sponsored by OSG, acquires ownership of stock of OSG that, together with stock held by such Person or group, constitutes more than 50 percent of the total fair market value or total Voting Power of the stock of OSG; or (ii) any one Person, or more than one Person acting as a group (as defined under Treasury Regulation § 1.409A-3(i)(5)(v)(B)) other than OSG or any employee benefit plan sponsored by OSG acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of OSG possessing 30 percent or more of the total Voting Power of the stock of OSG; or (iii) a majority of members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of each appointment or election; or (iv) any one Person, or more than one Person acting as a group (as defined in Treasury Regulation § 1.409A- 3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For purposes of subsection (iv), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. The foregoing subsections (i) through (iv) shall be interpreted in a manner that is consistent with the Treasury Regulations promulgated pursuant to Section 409A of the Code so that all, and only, such transactions or events that could qualify as a “change in control event” within the meaning of Treasury Regulation §1.409A-3(i)(5)(i) will be deemed to be a Change in Control for purposes of this Plan.

(f)“Code” means the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.

(g)“Committee” means the Compensation Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer the Plan and to

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otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan.

(h)“Common Stock” means OSG’s Class A common stock, $0.01 par value per share, or any other security into which the common stock shall be changed pursuant to the adjustment provisions of Section 10 of the Plan.

(i)“Company” means Overseas Shipholding Group, Inc. and all of its Subsidiaries, collectively.

(j)“Covered Employee” means each Participant who is an executive officer (within the meaning of Rule 3b-7 under the Exchange Act) of OSG.

(k)“Deferred Compensation Plan” means any plan, agreement or arrangement maintained by the Company from time to time that provides opportunities for deferral of compensation.

(l)“Effective Date” means the date the Plan is adopted.

(m)“Employment” means the period during which an individual is classified or treated by the Company as an employee of the Company.

(n)“Employment Agreement” means a written agreement, approved by the Committee, entered into by a Participant and the Company, setting forth terms of employment including compensation

(o)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(p)“Fair Market Value” means, with respect to a share of Common Stock, the value as determined by the Committee in its sole discretion using the appropriate means for determining such value as provided in Treasury Regulation Section 1.409A-1(b)(5)(iv). If the Common Stock is readily tradeable on an established securities market the Fair Market Value of the Common Stock shall be determined by the Committee in a manner that complies with Treasury Regulation Section 1.409A-1(b)(5)(iv)(A). If the Common Stock is not readily tradeable on an established securities market the Fair Market Value of the Common Stock shall be determined by the Committee in a manner that complies with Treasury Regulation Section 1.409A-1(b)(5)(iv)(B).

(q)“Incentive Award” means one or more Stock Incentive Awards and/or Cash Incentive Awards, collectively.

(r)“Option” means a stock option to purchase shares of Common Stock granted to a Participant pursuant to Section 6.

(s)“OSG” means Overseas Shipholding Group, Inc., a Delaware corporation (and any successor thereto).

(t)“Other Stock-Based Award” means an award granted to a Participant pursuant to Section 7.

(u)“Participant” means an employee of the Company who is eligible to participate in the Plan and to whom one or more Incentive Awards have been granted pursuant to the Plan and have not been fully settled or cancelled and, following the death of any such Person, his successors, heirs, executors and administrators, as the case may be.

(v)“Performance-Based Award” means any Incentive Award pursuant to which any compensation paid is intended to be Performance-Based Compensation.

(w)“Performance-Based Compensation” means any Incentive Award granted to a participant pursuant to Section 9.

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(x)“Performance Measures” means such measures as are described in Section 9 on which performance goals are based in order to qualify certain awards granted hereunder as Performance-Based Compensation.

(y)“Performance Percentage” means the factor determined pursuant to a Performance Schedule that is to be applied to a Target Award and that reflects actual performance compared to the Performance Target.

(z)“Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Incentive Award that is intended to qualify as Performance-Based Compensation. Performance Periods may be overlapping.

(aa)“Performance Schedule” means a schedule or other objective method for determining the applicable Performance Percentage to be applied to each Target Award.

(ab)“Performance Target” means performance goals and objectives with respect to a Performance Period.

(ac)“Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, including any “group” within the meaning of Section 13(d)(3) under the Exchange Act.

(ad)“Plan” means the Overseas Shipholding Group, Inc. Incentive Compensation Plan for Management, as it may be amended from time to time.

(ae)“Prior Plan” means the Overseas Shipholding Group, Inc. Management Incentive Compensation Plan, ashereby amended and restated, effectivemodified as of September 23, 2014.follows:

(af)“Prior Plan Award” means an award granted under the Prior Plan that is outstanding on the effective date of this Plan.

(ag)“Securities Act” means the Securities Act of 1933, as amended.

(ah)“Stock Incentive Award” means an Option or Other Stock-Based Award granted pursuant to the terms of the Plan.

(ai)“Subsidiary” means any “subsidiary” within the meaning of Rule 405 under the Securities Act.

(aj)“Target Award” means target payout amount for an Incentive Award.

(ak)“Voting Power” means the number of votes available to be cast (determined by reference to the maximum number of votes entitled to be cast by the holders of Voting Securities upon any matter submitted to shareholders where the holders of all Voting Securities vote together as a single class) by the holders of Voting Securities.

(al)“Voting Securities” means any securities or other ownership interests of an entity entitled, or which may be entitled, to vote on the election of directors, or securities or other ownership interests which are convertible into, or exercisable in exchange for, such Voting Securities, whether or not subject to the passage of time or any contingency.

3.1.	Stock Subject toThe text of Section 3(a) of the Plan is hereby deleted in its entirety and Limitations on Cash Incentive Awardsreplaced with the following:

(a)	Stock Subject to the Plan

The maximum number of shares of Common Stock that may be covered by Incentive Awards granted under the Plan shall not exceed 4,000,000 shares9,000,000 of Common Stock in the aggregate plus any adjustment for the expiration, cancellation, forfeiture or cash settlement of Prior Plan Awards as provided below. Out of such aggregate, the maximum number of shares of Common Stock that may be covered by Options that are designated as “incentive stock options” within the meaning of Section 422 of the Code shall not exceed 400,000

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900,000 shares of Common Stock. The maximum number of shares referred to in the preceding sentences of this Section 3(a) shall be subject to adjustment as provided in Section 10. Shares of Common Stock issued under the Plan may be either authorized and unissued shares, treasury shares, shares purchased by the Company in the open market, or any combination of the preceding categories as the Committee determines in its sole discretion.

”

(b)For purposes ofDefinitions. Each capitalized term not otherwise defined in this Amendment shall have the preceding paragraph, shares of Common Stock covered by Incentive Awards shall only be counted as useddefinition ascribed to the extent they are actually issued and delivered to a Participant (or such Participant’s permitted transferees as describedterm in the Plan) pursuant to the Plan; provided, however, that if shares of Common Stock are withheld to pay the exercise price of an Option or to satisfy any tax withholding requirementPlan.

Other Terms Unchanged. Except as expressly modified in connection with an Incentive Award, both the shares issued (if any), and the shares withheld, will be deemed delivered for purposes of determining the number of shares of Common Stock that are available for delivery under the Plan. In addition, any shares of Common Stock subject to an Incentive Award, or to a Prior Plan Award, that expires, is cancelled or forfeited or is settled for cash shall, to the extent of such cancellation, forfeiture, expiration or cash settlement, again become available for Incentive Awards under this Plan, and the maximum number of shares of Common Stock that may be covered by Incentive Awards shall be correspondingly adjusted..Notwithstanding anything to the contrary contained herein, shares of Common Stock subject to an Award under the Plan or a Prior Plan Award shall not again be made available for issuance or delivery under the Plan or provide for adjustment to the maximum number of shares of Common Stock that may be covered by Incentive Awards if such shares are: (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled stock appreciation right or other Stock Incentive Awards that were not issued upon the settlement of the Stock Incentive Award.

(c)Individual Award Limits

Subject to adjustment as provided in Section 10, the maximum number of shares of Common Stock that may be covered by Incentive Awards granted under the Plan to any Covered Employee in any calendar year shall not exceed 1,200,000 shares. For this purpose, the number of shares “covered by” an Incentive Award shall be the maximum number of shares that may be required to be delivered in settlement of that Incentive Award. The amount payable to any Covered Employee with respect to any calendar year forAmendment, all Cash Incentive Awards shall not exceed $7,500,000. For purposes of the preceding sentences, the phrase “amount payable with respect to any calendar year” means the amount of cash, or value of other property, required to be paid based on the achievement of applicable Performance Measures during a Performance Period that ends in such calendar year, disregarding any deferral pursuant to the terms of a Deferred Compensation Plan.

4.	Administration of the Plan

The Plan shall be administered by a Committee of the Board of Directors consisting of two or more Persons, each of whom qualifies as a “non-employee director” (within the meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act), and as “independent” as required by NYSE or any security exchange on which the Common Stock is listed, in each case if and to the extent required by applicable law or necessary to meet the requirements of such Rule, Section or listing requirement at the time of determination. From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The Committee shall, consistent with the terms of the Plan, from time to time designate those individuals who shall be granted Incentive Awards under the Plan and the amount, type and other terms and conditions of such Incentive Awards. All of the powers and responsibilities of the Committee under the Plan may be delegated by the Committee, in writing, to any subcommittee thereof, in which case the acts of such subcommittee shall be deemed to be acts of the Committee hereunder. The Committee may also from time to time authorize a subcommittee consisting of one or more members of the Board of Directors (including members who are employees of the Company) or employees of the Company to grant Incentive Awards to Persons who are not “executive officers” of the Company (within the meaning of Rule 16a-1 under the Exchange Act), subject to such restrictions and limitations as the Committee may specify and to the requirements of Section 157 of the Delaware General Corporation Law.

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The Committee shall have full discretionary authority to administer the Plan, including discretionary authority to interpret and construe any and all provisions of the Plan and any Award Agreement thereunder, and to adopt, amend and rescind from time to time such rules and regulations for the administration of the Plan, including rules and regulations related to sub-plans established for the purpose of satisfying applicable foreign laws and/or qualifying for preferred tax treatment under applicable foreign tax laws, as the Committee may deem necessary or appropriate. Decisions of the Committee shall be final, binding and conclusive on all parties. For the avoidance of doubt, the Committee may exercise all discretion granted to it under the Plan in a non-uniform manner among Participants.

The Committee may delegate the administration of the Plan to one or more officers or employees of the Company, and such administrator(s) may have the authority to execute and distribute Award Agreements, to maintain records relating to Incentive Awards, to process or oversee the issuance of Common Stock under Incentive Awards, to interpret and administer the terms of Incentive Awards, and to take such other actions as may be necessary or appropriate for the administration of the Plan and of Incentive Awards under the Plan, provided that in no case shall any such administrator be authorized (i) to grant Incentive Awards under the Plan (except in connection with any delegation made by the Committee pursuant to the first paragraph of this Section 4), (ii) to take any action that would cause Incentive Awards intended to qualify as Performance-Based Compensation to fail to so qualify, (iii) to take any action inconsistent with Section 409A of the Code or (iv) to take any action inconsistent with applicable provisions of the Delaware General Corporation Law. Any action by any such administrator within the scope of its delegation shall be deemed for all purposes to have been taken by the Committee and, except as otherwise specifically provided, references in this Plan to the Committee shall include any such administrator. The Committee and, to the extent it so provides, any subcommittee, shall have sole authority to determine whether to review any actions and/or interpretations of any such administrator, and if the Committee shall decide to conduct such a review, any such actions and/or interpretations of any such administrator shall be subject to approval, disapproval, or modification by the Committee.

On or after the date of grant of an Incentive Award under the Plan, the Committee may (i) accelerate the date on which any such Incentive Award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such Incentive Award, including, without limitation, extending the period following a termination of a Participant’s Employment during which any such Incentive Award may remain outstanding, (iii) waive any conditions to the vesting, exercisability or transferability, as the case may be, of any such Incentive Award or (iv) provide for the payment of dividends or dividend equivalents with respect to any such Incentive Award, provided, however, that no dividends or dividend equivalents may be paid or credited with respect to shares of Common Stock subject to Options or stock appreciation rights; further provided, that the Committee shall not have any such authority to the extent that the grant of such authority would cause any tax to become due under Section 409A of the Code. In the event that the Committee provides for the payment of dividends or dividend equivalents with respect to an unvested Incentive Award (other than Options or stock appreciation rights), such payment may accrue but shall not be paid prior to and only to the extent, that such Incentive Award becomes vested. If the Participant does not satisfy the vesting conditions provided in the Participant’s Award Agreement such unvested Incentive Award is forfeited along with any dividend or dividend equivalents accrued with respect to such Incentive Award. Notwithstanding anything herein to the contrary, the Company shall not reprice any stock option (within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual and any other formal or informal guidance issued by the New York Stock Exchange) without the approval of the shareholders of OSG.

The Company shall pay any amount payable with respect to an Incentive Award in accordance with the terms of such Incentive Award, provided that the Committee may, in its discretion, defer, or give a Participant the election to defer, the payment of amounts payable with respect to an Incentive Award subject to and in accordance with the terms of a Deferred Compensation Plan.

No member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and OSG shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan, unless, in either case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Company.

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5.Eligibility

The Persons who shall be eligible to receive Incentive Awards pursuant to the Plan shall be those employees of the Company whom the Committee shall select from time to time, including officers of OSG, whether or not they are directors. Each Incentive Award granted under the Plan shall be evidenced by an Award Agreement.

6.Options

The Committee may from time to time grant Options on such terms as it shall determine, subject to the terms and conditions set forth in the Plan. The Award Agreement shall clearly identify such Option as either an “incentive stock option” within the meaning of Section 422 of the Code or as not an incentive stock option.

(a)Exercise Price

The exercise price per share of Common Stock covered by any Option shall be not less than 100% of the Fair Market Value of a share of Common Stock on the date on which such Option is granted.

(b)Term and Exercise of Options

(1)Each Option shall become vested and exercisable on such date or dates, during such period and for such number of shares of Common Stock as shall be determined by the Committee on or after the date such Option is granted; provided, however that no Option shall be exercisable after the expiration of ten years from the date such Option is granted; and, provided, further, that each Option shall be subject to earlier termination, expiration or cancellation as provided in the Plan or the Award Agreement.

(2)Each Option shall be exercisable in whole or in part; provided, however that no partial exercise of an Option shall be for an aggregate exercise price of less than $1,000. The partial exercise of an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof.

(3)An Option shall be exercised by such methods and procedures as the Committee determines from time to time, including without limitation through net physical settlement or other method of cashless exercise.

(4)To the extent an Option is exercisable, but has not been exercised by the Participant holding the Option, the Option shall be subject to an automatic cashless exercise on the day immediately prior to the expiration of the Option provided that the following requirements are met: (i) the Fair Market Value of the Common Stock subject to the Option on the day immediately prior to the date of expiration is greater than the Fair Market Value of the Common Stock subject to the Option on the date the Option was granted; and (ii) the difference in the Fair Market Value of the Common Stock subject to the Option on the day immediately prior to the date of expiration is greater than the Fair Market Value of the Common Stock subject to the Option on the date the Option was granted is sufficient to cover all of the costs associated with a cashless exercise including, but not limited to, settlement costs and taxes due to such cashless exercise.

(c)Special Rules for Incentive Stock Options

(1)The aggregate Fair Market Value of shares of Common Stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan and any other stock option plan of OSG or any of its “subsidiaries” (within the meaning of Section 424 of the Code) shall not exceed $100,000. Such Fair Market Value shall be determined as of the date on which each such incentive stock option is granted. In the event that the aggregate Fair Market Value of shares of Common Stock with respect to such incentive stock options exceeds $100,000, then incentive stock options granted hereunder to such Participant shall, to the extent and in the order required by regulations promulgated under the Code (or any other authority having the force of regulations), automatically be deemed to be non-qualified stock options, but all other terms and provisions of such incentive stock options shall remain unchanged. In the absence of such regulations (and authority), or in the event such regulations (or authority) require or permit a designation of the Options which shall cease to constitute incentive stock options, incentive stock options granted hereunder shall, to the extent of such excess and in the order in which they were granted, automatically be deemed to be non-qualified stock options, but all other terms and provisions of such incentive stock options shall remain unchanged.

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(2)Incentive stock options may only be granted to individuals who are employees of the Company. No incentive stock option may be granted to an individual if, at the time of the proposed grant, such individual owns stock possessing more than ten percent of the total combined “voting power” (within the meaning of Section 422 of the Code) of all classes of stock of OSG or any of its “subsidiaries” (within the meaning of Section 424 of the Code), unless (i) the exercise price of such incentive stock option is at least 110% of the Fair Market Value of a share of Common Stock at the time such incentive stock option is granted and (ii) such incentive stock option is not exercisable after the expiration of five years from the date such incentive stock option is granted.

7.Other Stock-Based Awards

The Committee may from time to time grant equity-based or equity-related awards not otherwise described herein in such amounts and on such terms as it shall determine, subject to the terms and conditions set forth in the Plan. Without limiting the generality of the preceding sentence, each such Other Stock-Based Award may (i) involve the transfer of actual shares of Common Stock to Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of shares of Common Stock, (ii) be subject to performance-based and/or service-based conditions, (iii) be in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units, (iv) be designed to comply with applicable laws of jurisdictions other than the United States and (v) be designed to qualify as Performance-Based Compensation; provided, that each Other Stock-Based Award shall be denominated in, or shall have a value determined by reference to, a number of shares of Common Stock that is specified at the time of the grant of such Incentive Award.

8.	Cash Incentive Awards

The Committee may from time to time grant Cash Incentive Awards on such terms as it shall determine, subject to the terms and conditions set forth in the Plan. Cash Incentive Awards may be settled in cash or in other property, including shares of Common Stock, provided that the term “Cash Incentive Award” shall exclude any Option or Other Stock-Based Award.

9.	Performance-Based Compensation

(a)Calculation

The amount payable with respect to an Incentive Award that is intended to qualify as Performance-Based Compensation shall be determined as provided under this Section 9 and the terms of the Plan.

(b)Discretionary Reduction

Unless otherwise specified in the Award Agreement, the Committee may, in its discretion, reduce or eliminate the amount payable to any Participant with respect to the Incentive Award, based on such factors as the Committee may deem relevant. For purposes of clarity, the Committee may exercise the discretion provided for by the foregoing sentence in a non-uniform manner among Participants.

(c)Performance Measures

The performance goals upon which the payment or vesting of any Incentive Award (other than Options and stock appreciation rights) that is intended to qualify as Performance-Based Compensation may be subjective and/or relate to one or more of the following Performance Measures: market price of the Common Stock, net earnings, earnings before or after any or all of interest, taxes, depreciation and amortization, net income (including, net income or operating income), cash flow (including, operating cash flow, free cash flow and cash flow return on capital), cash position, cash valued added, customer satisfaction or growth measures, safety, revenues (including net revenues, net revenue growth or gross revenue), enterprise value, financial return ratios, market performance, margins (including gross margins or operating margins), productivity or efficiency ratios, costs, profits (including net profits, net operating profits, gross profit, gross profit growth and profit returns or margins), earnings per share, stock price, working capital turnover and targets, total shareholder return, economic value added or other value added measurements, return on assets, return on capital or invested capital, return on equity, return on sales, new product innovation, product release schedules or ship

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targets, product cost reduction, inventory or supply chain management activities, and budget and expense management.

A Performance Measure (i) may relate to the performance of the Participant, OSG, a Subsidiary, any business group, business unit or other subdivision of the Company, or any combination of the foregoing, as the Committee deems appropriate and (ii) may be expressed as an amount, as an increase or decrease over a specified period, as a relative comparison to the performance of a group of comparator companies or a published or special index, or any other measure of the selected performance criteria, as the Committee deems appropriate. The measurement of any Performance Measure shall exclude the impact (positive and/or negative) of unusual, non-recurring or extraordinary items or expenses; charges for restructurings; discontinued operations; acquisitions or divestitures; the cumulative effect of changes in accounting treatment; changes in tax laws, accounting standards or principles or other laws or regulatory rules affecting reporting results; any impact of impairment of tangible or intangible assets; any impact of the issuance or repurchase of equity securities and/or other changes in the number of outstanding shares of any class of the Company’s equity securities; any gain, loss, income or expense attributable to acquisitions or dispositions of stock or assets; stock-based compensation expense; asset write-downs, in-process research and development expense; gain or loss from all or certain claims and/or litigation and insurance recoveries; foreign exchange gains and losses; any impact of changes in foreign exchange rates and any changes in currency; a change in the Company’s fiscal year; and any other items, each determined in accordance with U.S. generally accepted accounting principles and as identified in the Company’s audited financial statements, including the notes thereto.

(d)Performance Schedules

Within a reasonable period of time after the beginning of the Performance Period, and in any case before 25% of the Performance Period has elapsed, the Committee shall establish (a) Performance Targets for such Performance Period, (b) Target Awards for each Participant, and (c) Performance Schedules for such Performance Period.

(e)Committee Discretion

Nothing in this Plan is intended to limit the Committee’s discretion to adopt conditions with respect to any Incentive Award that is not intended to qualify as Performance-Based Compensation that relate to performance other than the Performance Measures. Furthermore, nothing in this Plan shall be construed to require the Committee to grant any Incentive Award that is intended to qualify as Performance-Based Compensation. The Committee may, subject to the terms of the Plan, amend previously granted Incentive Awards in a way that disqualifies them as Performance-Based Compensation.

(f)Committee Determinations

Determinations by the Committee as to the establishment of Performance Measures, the level of actual achievement of Performance Targets, and the amount payable with respect to an Incentive Award intended to qualify as Performance-Based Compensation shall be recorded in writing.

10.	Adjustment Upon Certain Changes

Subject to any action by the shareholders of OSG required by law, applicable tax rules or the rules of any exchange on which shares of common stock of OSG are listed for trading:

(a)Shares Available for Grants

In the event of any change in the number of shares of Common Stock outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, the maximum aggregate number of shares of Common Stock with respect to which the Committee may grant Incentive Awards and the maximum aggregate number of shares of Common Stock with respect to which the Committee may grant Incentive Awards to any individual Participant in any year shall be appropriately adjusted or substituted by the Committee. In the event of any change in the number of shares of Common Stock of OSG outstanding by reason of any other event or transaction, the Committee shall, to

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the extent deemed appropriate by the Committee, make such adjustments to the type or number of shares of Common Stock with respect to which Incentive Awards may be granted.

(b)Increase or Decrease in Issued Shares Without Consideration

In the event of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend (but only on the shares of Common Stock), or any other increase or decrease in the number of such shares effected without receipt or payment of consideration by the Company, the Committee shall, to the extent deemed appropriate by the Committee, adjust the type or number of shares of Common Stock subject to each outstanding Incentive Award and the exercise price per share of Common Stock of each such Incentive Award.

(c)Certain Mergers and Other Transactions

In the event of any merger, consolidation or similar transaction as a result of which the holders of shares of Common Stock receive consideration consisting exclusively of securities of the surviving corporation in such transaction, the Committee shall, to the extent deemed appropriate by the Committee, adjust each Incentive Award outstanding on the date of such merger or consolidation so that it pertains and applies to the securities which a holder of the number of shares of Common Stock subject to such Incentive Award would have received in such merger or consolidation.

In the event of (i) a dissolution or liquidation of OSG, (ii) a sale of all or substantially all of the Company’s assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving OSG in which the holders of shares of Common Stock receive securities and/or other property, including cash, other than shares of the surviving corporation in such transaction, the Committee shall, to the extent deemed appropriate by the Committee, have the power to:

(i)cancel, effective immediately prior to the occurrence of such event, each Incentive Award (whether or not then exercisable or vested),unchanged and in full consideration of such cancellation, pay to the Participant to whom such Incentive Award was granted an amount in cash, for each share of Common Stock subject to such Incentive Award, equal to the value, as determined by the Committee, of such Incentive Award, provided that with respect to any outstanding Option such value shall be equal to the excess of (A) the value, as determined by the Committee, of the property (including cash) received by the holder of a share of Common Stock as a result of such event over (B) the exercise price of such Option; or

(ii)provide for the exchange of each Incentive Award (whether or not then exercisable or vested) for an Incentive Award with respect to (A) some or all of the property which a holder of the number of shares of Common Stock subject to such Incentive Award would have received in such transaction or (B) securities of the acquiror or surviving entityforce and incident thereto, make an equitable adjustment as determined by the Committee in the exercise price of the Incentive Award, or the number of shares or amount of property subject to the Incentive Award or provide for a payment (in cash or other property) to the Participant to whom such Incentive Award was granted in partial consideration for the exchange of the Incentive Award.effect.

(d)Other Changes

In the event of any change in the capitalization of OSG or corporate change other than those specifically referred to in Sections 10(b), (c) or (d), the Committee shall, to the extent deemed appropriate by the Committee, make such adjustments in the number and class of shares subject to Incentive Awards outstanding on the date on which such change occurs and in such other terms of such Incentive Awards as the Committee may consider appropriate.

(e)Cash Incentive Awards

In the event of any transaction or event described in this Section 10, including without limitation any corporate change referred to in paragraph (e) hereof, the Committee shall, to the extent deemed appropriate by the Committee, make such adjustments in the terms and conditions of any Cash Incentive Award.

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(f)No Other Rights

Except as expressly provided in the Plan or any Award Agreement or Employment Agreement, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividends or dividend equivalents, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of OSG or any other corporation. Except as expressly provided in the Plan, no issuance by OSG of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or amount of other property subject to, or the terms related to, any Incentive Award.

(g)Savings Clause

No provision of this Section 10 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.

Furthermore, no provision of this Section 10 shall be given effect to the extent such provision would result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act.

11.	Change in Control; Termination of Employment42

(a)Change in Control

 

The consequences of a Change in Control, if any, will be set forth in the Award Agreement or in an Employment Agreement in addition to what is provided in this Section 11.

(b)Termination of Employment

(1)Except as to any awards constituting stock rights subject to Section 409A of the Code, termination of Employment shall mean a separation from service within the meaning of Section 409A of the Code, unless the Participant is retained as a consultant pursuant to a written agreement and such agreement provides otherwise. The Employment of a Participant with the Company shall be deemed to have terminated for all purposes of the Plan if such Person is employed by or provides services to a Person that is a Subsidiary of the Company and such Person ceases to be a Subsidiary of the Company, unless the Committee determines otherwise. A Participant who ceases to be an employee of the Company but continues, or simultaneously commences, services as a director of the Company shall be deemed to have had a termination of Employment for purposes of the Plan. Without limiting the generality of the foregoing, the Committee shall determine whether an authorized leave of absence, or absence in military or government service, shall constitute termination of Employment, provided that a Participant who is an employee will not be deemed to cease employment in the case of any leave of absence approved by the Company. Furthermore, no payment shall be made with respect to any Incentive Awards under the Plan that are subject to Section 409A of the Code as a result of any such authorized leave of absence or absence in military or government service unless such authorized leave or absence constitutes a separation from service for purposes of Section 409A of the Code.

(2)The Award Agreement or Employment Agreement shall specify the consequences with respect to such Option of the termination of Employment of the Participant holding the Option.

(3)The consequences with respect to a Performance-Based Award of the termination of Employment of the Participant holding the Performance-Based Award shall be determined by the Committee in its sole discretion and set forth in the Award Agreement or Employment Agreement, it being intended that no agreement providing for a payment to a Participant upon termination of Employment shall be given effect to the extent that it would cause an Incentive Award that was intended to qualify as a Performance-Based Award to fail to so qualify.

12.Cash Buyouts.

Unless approved by the shareholders of OSG, there shall be no cash buyout permitted for an Option or stock appreciation right granted under the terms of this Plan if the Fair Market Value of the Common Stock underlying

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such Option or stock appreciation right is less than or equal to the Fair Market Value on the date such Option or stock appreciation right was granted.

13.	Rights Under the Plan

No Person shall have any rights as a shareholder with respect to any shares of Common Stock covered by or relating to any Incentive Award until the date of the issuance of such shares on the books and records of OSG. Except as otherwise expressly provided in Section 10 hereof, no adjustment of any Incentive Award shall be made for dividends or other rights for which the record date occurs prior to the date of such issuance. Nothing in this Section 12 is intended, or should be construed, to limit authority of the Committee to cause the Company to make payments based on the dividends that would be payable with respect to any share of Common Stock if it were issued or outstanding, or from granting rights related to such dividends.

The Company shall not have any obligation to establish any separate fund or trust or other segregation of assets to provide for payments under the Plan. To the extent any Person acquires any rights to receive payments hereunder from the Company, such rights shall be no greater than those of an unsecured creditor.

14.	No Special Employment Rights; No Right to Incentive Award

(a)Nothing contained in the Plan or any Award Agreement shall confer upon any Participant any right with respect to the continuation of his or her Employment by the Company or interfere in any way with the right of the Company at any time to terminate such Employment or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Incentive Award.

 

(b)No Person shall have any claim or right to receive an Incentive Award hereunder. The Committee’s granting of an Incentive Award to a Participant at any time shall neither require the Committee to grant an Incentive Award to such Participant or any other Participant or other Person at any time nor preclude the Committee from making subsequent grants to such Participant or any other Participant or other Person.

15.Securities Matters

(a)OSG shall be under no obligation to affect the registration pursuant to the Securities Act of any shares of Common Stock to be issued hereunder or to effect similar compliance under any state or local laws. Notwithstanding anything herein to the contrary, OSG shall not be obligated to cause to be issued shares of Common Stock pursuant to the Plan unless and until OSG is advised by its counsel that the issuance is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Committee may require, as a condition to the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any related certificates representing such shares bear such legends, as the Committee, in its sole discretion, deems necessary or desirable.

(b)The exercise or settlement of any Incentive Award (including, without limitation, any Option) granted hereunder shall only be effective at such time as counsel to OSG shall have determined that the issuance and delivery of shares of Common Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. OSG may, in its sole discretion, defer the effectiveness of any exercise or settlement of an Incentive Award granted hereunder in order to allow the issuance of shares pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state or local securities laws. OSG shall inform the Participant in writing of its decision to defer the effectiveness of the exercise or settlement of an Incentive Award granted hereunder. During the period that the effectiveness of the exercise of an Incentive Award has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

16.Withholding Taxes

(a)Cash Remittance

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Whenever withholding tax obligations are incurred in connection with any Incentive Award, OSG shall have the right to require the Participant to remit to OSG in cash an amount sufficient to satisfy federal, state and local withholding tax requirements, if any, attributable to such event. In addition, upon the exercise or settlement of any Incentive Award in cash, or the making of any other payment with respect to any Incentive Award (other than in shares of Common Stock), OSG shall have the right to withhold from any payment required to be made pursuant thereto an amount sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise, settlement or payment.

(b)Stock Remittance

At the election of the Participant, subject to the approval of the Committee, whenever withholding tax obligations are incurred in connection with any Incentive Award, the Participant may tender to OSG a number of shares of Common Stock that have been owned by the Participant for at least six months (or such other period as the Committee may determine) having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the minimum federal, state and local withholding tax requirements, if any, attributable to such event. Such election shall satisfy the Participant’s obligations under Section 15(a) hereof, if any.

(c)Stock Withholding

At the election of the Participant, subject to the approval of the Committee, whenever withholding tax obligations are incurred in connection with any Incentive Award, OSG shall withhold a number of such shares having a Fair Market Value determined by the Committee to be sufficient to satisfy the minimum federal, state and local withholding tax requirements, if any, attributable to such event. Such election shall satisfy the Participant’s obligations under Section 15(a) hereof, if any.

17.	Amendment or Termination of the Plan

The Board of Directors may at any time suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, tax requirement, or rule of a stock exchange requires shareholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval. The preceding sentence shall not restrict the Committee’s ability to exercise its discretionary authority hereunder pursuant to Section 4 hereof, which discretion may be exercised without amendment to the Plan. No provision of this Section 16 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. Except as expressly provided in the Plan, no action hereunder may, without the consent of a Participant, adversely affect the Participant’s rights under any previously granted and outstanding Incentive Award. Nothing herein shall cause a Performance-Based Award to cease to qualify under Section 162(m). Nothing in the Plan shall limit the right of the Company to pay compensation of any kind outside the terms of the Plan.

 

18.	Recoupment

Notwithstanding anything in the Plan or in any Award Agreement to the contrary, the Company will be entitled to the extent permitted or required by applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act), Company policy and/or the requirements of an exchange on which the Company’s shares are listed for trading, in each case, as in effect from time to time to recoup compensation of whatever kind paid by the Company at any time to a Participant under this Plan.

19.	No Obligation to Exercise

The grant to a Participant of an Incentive Award shall impose no obligation upon such Participant to exercise such Incentive Award.

20.	Transfers

Incentive Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of a Participant, only by the Participant. Upon the death of a Participant, outstanding Incentive Awards granted to such Participant may be exercised only by the executors or administrators of the Participant’s estate or by

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any Person or Persons who shall have acquired such right to exercise by will or by the laws of descent and distribution. No transfer by will or the laws of descent and distribution of any Incentive Award, or the right to exercise any Incentive Award, shall be effective to bind OSG unless the Committee shall have been furnished with (a) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Incentive Award that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Incentive Award.

21.	Expenses and Receipts

The expenses of the Plan shall be paid by OSG. Any proceeds received by OSG in connection with any Incentive Award will be used for general corporate purposes.

22.	Failure to Comply

In addition to the remedies of the Company elsewhere provided for herein, failure by a Participant to comply with any of the terms and conditions of the Plan or any Award Agreement, unless such failure is remedied by such Participant within ten days after having been notified of such failure by the Committee, shall be grounds for the cancellation and forfeiture of such Incentive Award, in whole or in part, as the Committee, in its absolute discretion, may determine.

23.	Relationship to Other Benefits

No payment with respect to any Incentive Awards under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.

24.	Governing Law

The Plan and the rights of all Persons under the Plan shall be construed and administered in accordance with the laws of the State of Delaware without regard to its conflict of law principles.

25.	Severability

If all or any part of this Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any portion of this Plan not declared to be unlawful or invalid. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

26.	Effective Date and Term of Plan

The Effective Date of the Plan is May 30, 2019. No grants of Incentive Awards may be made under the Plan after May 30, 2029.

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