p.m. Eastern time. You will also be able to attend the meeting online, vote your shares and submit questions during the meeting by visiting the website www.virtualshareholdermeeting.com/INSW2024. In order to join the Annual Meeting virtually, you will need to have the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials (or in other communications you may have received from the broker, bank or other nominee in whose name your shares are held). The need to have the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials (or in other communications you may have received from the broker, bank or other nominee in whose name your shares are held). 26, 2024. A list of our stockholders will be open to the examination of stockholders for any purpose germane to the Annual Meeting, during ordinary business hours for ten days prior to the Annual Meeting, at the Company’s offices, 600 Third Avenue, 39th Floor, New York, New York. person or virtually. DIRECTOR COMPENSATION Corporate Governance Guidelines. The Board has adopted Corporate Governance Guidelines to promote the effective functioning of the Board and its committees, to promote the interests of all stockholders, and to ensure a common set of expectations as to how the Board, its various committees, individual directors and management should perform their functions. The amend). The Company currently separates the role of CEO and Chairman. Meetings of the Board. The Board held Under the Corporate Governance Guidelines, each director is expected to attend all Board meetings and all meetings of committees of which the director is a member. Meeting materials are provided to Board and Committee members prior to meetings, and members are expected to review such materials prior to each meeting. 2023, which was held both in person and “virtually” via live webcast. a timely basis. Guidelines provide that non-management directors refrain from transactions. request. 2023. independent registered public accounting firm, subject to stockholder ratification (though the stockholder vote is not binding on the Audit Committee, and the Audit Committee 2023. As part of its annual assessment of Board size, structure and composition, the Governance Committee evaluates the extent to which the Board as a whole satisfies the foregoing criteria. The average age of the nine (9) current directors is 64.1 years. Three (3) directors are age 59 or younger, two (2) directors are from 60 through 69 years old and four (4) directors are more than 69 years old. Two (2) directors have served as directors for three or less years, one (1) has served from three to six years and six (6) directors have served for six or more years. Three (3) of the nine (9) directors are female. Seven (7) of the directors are “independent” and three (3) are “audit committee financial experts” as defined by the NYSE or the SEC. During 2023, Mr. Nadim Z. Qureshi was a director of the Company and the Company had stockholders. Annual Meeting. The entire Board recommends that stockholders elect all nominees. 2023. 2023. As a result of the vacancy on the Compensation Committee created by the resignation of Mr. Qureshi as a director in February 2024, the Board elected Mrs. A. Kate Blankenship as a member of the Compensation Committee. (described below). when evaluating INSW’s executive compensation program and policies. Roles in Setting Executive Compensation In February 2024, Mr. Qureshi resigned from the Board of Directors and Mrs. A. Kate Blankenship was elected a member of the Compensation Committee to fill the vacancy created by Mr. Qureshi’s resignation and qualifies as “independent” under the foregoing standards. While the Compensation Committee believes the data derived from any INSW seeks to provide competitive “fixed” compensation in the form of base salary while emphasizing a generally relies on the CEO’s evaluation of each NEO’s performance (other than her own) in deciding whether to recommend and/or approve merit increases for any NEOs in a given year. In those instances where the duties and responsibilities of 2023 for Ms. Zabrocky, Messrs. Pribor, Small, Solon and Nugent were 7.7%, 6.0%, 5.9%, 9.3% and 9.3% respectively. The following table summarizes target, while for Messrs. Solon and Nugent the range was 0% to 137%. INSW Commercial/Operational Metrics. The overall INSW performance score for Goals. Each of our NEOs also had individual performance goals After the Paid. Based on the foregoing, the NEOs received the following annual cash incentive awards for $480,309. INSW The terms of the MICP, the 2020 MICP and the 2020 Director Plan are set forth in Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 25, 2016, in Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 8, 2020 (the “April 2020 Form 8-K”) and in Exhibit 10.2 to the April 2020 Form 8-K, respectively. In March Upon termination of employment for any reason, all unvested time on a similar basis to all other INSW employees. Please see the “All Other Compensation Table” in the “Summary Compensation Data” section of this Proxy Statement. Each of the employment agreements also provides for the possibility of annual equity grants at the discretion of the Board upon recommendation from the Compensation Committee. On March 12, 2024, each of their annual base salaries was increased to $435,000 from $410,000. $19,800 and for 2024 is $20,700. Hedging, Pledging and Insider Trading. INSW’s insider trading policy prohibits its directors and employees from hedging their ownership of its securities, including investing in options, puts, calls, short sales, futures contracts or other derivative instruments relating to In accordance with the rules of the SEC, the report of the Compensation Committee does not constitute “soliciting material” and is not incorporated by reference in any filings with the SEC made pursuant to the the identified stockholders was prepared based on information supplied by such stockholders in their filings with the SEC. below.
the SecuritiespartyParty other than the Registrant oCheck the appropriate box:o ☐ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.14a-12Sec.240.14a-12inIn Its Charter)(Name of Person(s) Filing Proxy Statement, if other than the Registrant) No fee required. o Fee paid previously with preliminary materials. ☐ Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.(1)Title of each class of securities to which transaction applies:(2)Aggregate number of securities to which transaction applies:(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):(4)Proposed maximum aggregate value of transaction:(5)Total fee paid:oFee paid previously with preliminary materials.oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.(1)Amount Previously Paid:(2)Form, Schedule or Registration Statement No.:(3)Filing Party:(4)Date Filed:May 24, 2018
You areinvitedinvite you to attend the Annual Meeting of Stockholders (the “Annual“Annual Meeting”) of International Seaways, Inc. (the “Company”“Company” or “INSW”“INSW”), which willto be held at Club 101, Kenilworth Room, 101 Park Avenue, New York, New York, on Thursday, May 24, 2018,Wednesday, June 12, 2024, at 2:00 P.M.meetingAnnual Meeting will be held for the following purposes:(1) (1)To elect nine directors,Electing the names of whom are set forthten (10) director nominees named in the accompanying Proxy Statement, each to serve until the 2019 Annual Meeting of Stockholdersannual meeting of the Company;Company to be held in 2025;(2) (2)To ratifyRatifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year 2018;2024; and(3) (3)To approve,Approving, by advisory vote, the compensation of the Named Executive Officers for 2017 (as2023 as described in the “Compensation Discussion and Analysis” section and in the accompanying compensation tables and narrative in the accompanying Proxy Statement); andproxy statement:(4)To transact such other business as may properly be brought before the meeting.StockholdersOnly stockholders of record at the close of business on March 29, 2018April 16, 2024 (the “Record Date”) are the only stockholders entitled to notice of, and to vote at, the Annual Meeting. The stockholders list will be open to the examination of stockholders for any purpose germane to the Annual Meeting during ordinarynormal business hours for a period of ten days prior to the Annual Meeting, at the Company’s offices, 600 Third Avenue, 39th Floor, New York, New York.We are utilizing the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders over the Internet. We believe these rules allow us to provide stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. If you received a printed copy of the materials, we have enclosed a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 with this notice and the accompanying Proxy Statement.andis important so that your shares beare represented at the meeting are both very important.Annual Meeting. We urge you to vote as soon as possible by telephone, over the Internet or by marking, signing and returning by mail your proxy or voting instruction card, even if you plan to attend the Annual Meeting in person.person or virtually. If you attend the meeting and wish to vote, in person, you may withdraw your proxy and vote at that time. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in person.your name from that record holder. Your prompt consideration is greatly appreciated. By order of the Board of Directors, JAMES D. SMALL III Chief Administrative Officer, Senior Vice President, General Counsel and Secretary 12, 2018 MATERIALSMATERIAL FOR THE ANNUAL MEETING OF STOCKHOLDERSMay 24, 2018TheWEDNESDAY, JUNE 12, 2024May 24, 2018, June 12, 2024;2018 Annual Meeting of Stockholders and Meeting;fiscal year ended December 31, 2017 are available at http://www.intlseas.com/Docs.2023; andTABLE OF CONTENTS
PageINTERNATIONAL SEAWAYS, INC.600 Third Avenue, 39th FloorNew York, New York 10016PROXY STATEMENT• • • “Board”“Board”) of International Seaways, Inc. (the “Company” or “INSW”)the Company for use at the Annual Meeting of Stockholders (the “Annual Meeting”“Annual Meeting”) to be held at Club 101, Kenilworth Room, 101 Park Avenue, New York, New York on May 24, 2018Wednesday, June 12, 2024 at 2:002 p.m. localEastern time, or any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. TheYou will be able to attend the meeting online, vote your shares and submit questions during the meeting by visiting the website www.virtualshareholdermeeting.com/INSW2024. In order to join the Annual Meeting virtually, you will be held at Club 101, Kenilworth Room, 101 Park Avenue, New York, New York.12, 2018.• • March 29, 2018April 16, 2024 (the “record date”“Record Date”) will be entitled to vote at the Annual Meeting. As of the record date,Record Date, the Company had one class of voting securities, its Common Stock, of which 29,123,33149,049,288 shares were outstanding on the record dateRecord Date and entitled to one vote each (the “Common Stock”“Common Stock”).the proxyit is duly executed and received by the Company at or prior to the meeting, 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 directors, (2) FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018,2024, and (3) FOR the approval, in an advisory vote, of the compensation for 20172023 of the executive officers named in the Summary Compensation Table in this Proxy Statement (each, a “Named“Named Executive Officer”Officer” and collectively, the “Named Executive Officers” or “NEOs”“NEOs”), as described in “Compensation Discussion and Analysis” section and in the accompanying compensation tables and narrative in this Proxy Statement.20182024 requires the affirmative vote (inNamed Executive OfficersNEOs for 20172023 is non-binding, but the Board and the Human Resources and Compensation Committee (the “Compensation Committee”“Compensation Committee”) will review the voting results in connection with their ongoing evaluation of the Company’s compensation program.person.quorum. Abstentions will be counted in tabulations of the votes cast on each of the proposals presented at the Annual Meeting (and will have the same effect as “AGAINST” votes, except with respect to the election of directors where abstentions will not be counted), whereas broker “non-votes”quorum but will not be counted for purposes of determining the number of votes cast.The “NYSE”“NYSE”) rules permit brokers to vote for routine matters such as the ratification of the appointment of Ernst & Young LLP without receiving instructions from the beneficial owner of the shares. NYSE rules prohibit brokers from voting on the election of directors, executive officer compensation, and other non-routine matters without receiving instructions from the beneficial owner of the shares. In the absence of instructions, the shares are viewed as being subject to “broker non-votes.” “Broker non-votes” will be counted for quorum purposes (as they are present and entitled to vote on the ratification of the appointment of Ernst & Young LLP) but will not affect the outcome of any other matter being voted upon at the Annual Meeting.1Meeting. Under current applicable rules, unless provided with voting instructions, a broker cannot vote shares of Common Stock for the election of directors, or on the advisory vote concerning the approval of the compensation of the Named Executive Officers for 2017.As allAll of these matters are very important to the Company, and we urge you to vote your shares by telephone, over the Internet or by marking, signing and returning your proxy or voting instruction card. has been retained by the Company to assist with the solicitation of votes for a fee of up to $10,000$20,000 plus reimbursement of expenses, towhich will be paid by the Company. The Company will also reimburse brokers and others who are only record or nominee holders of the Company’s shares for their reasonable expenses incurred in obtaining voting instructions from beneficial owners of such shares.owners. Directors and officers of the Company may solicit proxies personally or by telephone or facsimile, but will not receive additional compensation for doing so.“1934 Act”“1934 Act”), any proposals of stockholders that are intended to be presented at the Company’s 20192025 Annual Meeting of Stockholders must be received at the Company’s principal executive offices no later than December 31, 2018,2024, and must comply with all other applicable legal requirements, in order to be included in the Company’s proxy statement and form of proxy for that meeting.20192025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), including the nomination of directors, but who do not wish to have a proposal or nomination included in the proxy statement for that meeting, must notify the Company in writing of the information required by the provisions of the Company’s Amended and Restated By-laws (the “By-laws”“By-laws”) dealing with stockholder proposals. The notice must be delivered to the Company’s Corporate Secretary between February 22, 2019March 14, 2025 and March 25, 2019.April 14, 2025. Stockholders can obtain a copy of the By-laws on the Company’s website https://www.intlseas.com/investor-relations/governance/governance- documents or by writing the Corporate Secretary at the following address:at: Corporate Secretary, International Seaways, Inc., 600 Third Avenue, 39th Floor, New York, New York 10016.2eight directorsnine to nine directorsten effective as of the date ofat the Annual Meeting.The nine At the Annual Meeting, stockholders will vote on the ten nominees for election at the forthcoming meeting, allnamed below, eight of whom are presently directorsincumbent members of the Board and two are new independent nominees, Messrs. Darron M. Anderson and Kristian K. Johansen. Each of the eight incumbent director nominees was elected by a majority of stockholders voting at the annual meeting of stockholders held in June 2023.other than Ms. Lois K. Zabrocky, are listed below. or if Mr. Johansen fails to comply with the Company and Board policies applicable to directors.listedidentified below were selected by the Board upon the recommendation of the Corporate Governance and Risk Assessment Committee (the “Governance Committee”“Governance Committee”)., and each nominee has consented to serve if elected. Unless otherwise directed, the proxy will be voted for the election of these nominees, to serve until the 20192025 Annual Meeting of Stockholders of the Company and until their successors are elected and qualify. We are not aware of any reason the nominees would not be able to serve if elected. Three (3) of the ten (10) director nominees are women and one (1) of the nominees is a member of an underrepresented minority group.Name (age)Business Experience during the Past Five Years and OtherInformationDirectorSince
(67)Mr. Wheat has served as of the Company30, 2016. He2016 • Mr. Wheat is currently the Managing Partner of Wheat Investments, LLC, a private investment firm. firm • From 2007 to 2016, he was the founding and Managing Partner of the private equity company Southlake Equity Group. Group • untilto 2006, Mr. Wheat was the President of Haas Wheat & Partners (“Haas Wheat”Wheat”). • Prior to the formation of Haas Wheat, Mr. Wheat was a founding member of the merchant banking group at Donaldson, Lufkin & Jenrette, where he specialized in leveraged buyout financing. financing • From 1974 to 1984, Mr. Wheat practiced corporate and securities law in Dallas, Texas. Texas • Mr. Wheat is currently the ChairmanWheat’s finance and legal expertise and experience serving on numerous boards of directors make him a valuable asset to the Board of Directors of • Current Public Boards ○ OSG”OSG”) (the former parent corporation of the Company) and is also the Chairman of the board of directors of (NYSE: OSG) (Chairman) ○ (“AMN”(NYSE: AMN). He has been a (Chairman since 2007; director of AMN since 1999, becoming Chairman in 2007. He previously served as Vice Chairman of1999) • Previous Boards & Organizations: Dex Media, Inc. and served as Chairman of(Vice Chairman); SuperMedia (Chairman prior to its merger with Dex One. Mr. Wheat has also previously served as a member of the board of directors of several other companies including among others:One); Playtex Products (of which he also served as Chairman)(Chairman); Dr. Pepper/Seven-Up Companies, Inc.; DrDr. Pepper Bottling of the Southwest, Inc.; Walls Industries, Inc.; Alliance Imaging, Inc.; Thermadyne Industries, Inc.; Sybron International Corporation; Nebraska Book Corporation; ALC Communications Corporation; Mother’s Cookies, Inc.; and Stella Cheese Company. Company • Mr. Wheat received both his Juris Doctor and Bachelor of Science degrees from the University of Kansas. Kansas
• Mr. Wheat’s financeAnderson currently serves of President and legal expertiseChief Executive Officer of Stallion Infrastructure Services Ltd., a market leading temporary infrastructure services company supporting many different end-markets including the U.S. oil and gas industry (“Stallion”). • • Mr. Anderson began his career in the oil and natural gas industry as a drilling engineer for Chevron Corporation in 1998, holding positions of increasing responsibility across U.S. Land, Offshore and Canada. Mr. Anderson resigned from Chevron in 1998 to pursue an entrepreneurial career in oil field services where he spent the last 26 years building successful service organizations focused on land and offshore drilling, completion and production operations. • Mr. Anderson’s extensive leadership experience servingin the energy industry, particularly in offshore and on numerous boards of directorsland drilling, with an entrepreneurial spirit and mindset, and demonstrated significant visionary, transactional and operational improvement skills, will make him a valuable asset to the Board. 2016Other Board Experience • Current Public Boards ○ • • Mr. Anderson holds a Bachelor of Science in Petroleum Engineering from the University of Texas, Austin. 
(59) • since 2005,(“TJB”), which company specializes in providing project specificproject-specific consulting services to businesses in transformation, including restructurings, interim executive management and strategic planning services. He is alsoservices • former President and Chief Executive Officer of RBX Industries, Inc. (“RBX”RBX”), which was a nationally recognized leader in the design, manufacture and marketing of rubber and plastic materials to the automotive, construction and industrial markets. Prior tomarkets • Before joining RBX in 1997, Mr. Bernlohr spent 16 years in the International and Industry Products division of Armstrong World Industries where he served in a variety ofand held various management positions. positions • Mr. Bernlohr currently serves as a directorhas significant experience in both the energy and the chairman of the audit committee of Atlas Air Worldwide Holdings, Inc.; a director and the chairman of the compensation committee of OSG (the former parent corporation of the Company); and a director and the chairman of the compensation committee of WestRock Company. Within the past five years, Mr. Bernlohrmaritime sectors having served as an independentchairman or director of the following publicly-held companies: Chemtura Corporation;Petro Rig; Hercules Offshore, Inc.; Aventime Renewable Resources; Trident Resources; San Antonio Oil and Gas S.A.; Windstar Cruise Lines; Senvion S.A.; Edison Mission Energy; and US Power Generating Company. 20163Name (age)Business Experience during the Past Five YearsSkills and OtherInformationDirectorSinceExpertise Ambassador’s International; Aventine Renewable Resources; Rock-Tenn Company; and Cash Store Financial Services, Inc. Mr. Bernlohr is a graduate of Pennsylvania State University. • Mr. Bernlohr’s experience serving as a chief executive of an international manufacturing company and his varied directorship positions make him a valuable asset to the Board.Board • Current Public Boards ○ • Previous Boards & Organizations: Atlas Air Worldwide Holdings, Inc; Chemtura Corporation; Rock-Tenn Company (a predecessor of WestRock Company); Cash Store Financial Services, Inc; Skyline Champion Corporation; OSG; and F45 Training Holdings Inc. • Mr. Bernlohr is a graduate of Pennsylvania State University 
(63) • Mr. Blackley was the President and Chief Executive Officer of OSG (the former parent corporation of the Company) from January 2015 until his retirement in December 2016. 2016 • From September 2014 untilto November 2016, heMr. Blackley was the Senior Vice President and Chief Financial Officer of the Company. Company • After joining OSG in 1991, Mr. Blackley held numerous operating and financial positions. Prior to his election aspositions before he was appointed President and Chief Executive Officer, of OSG, Mr. Blackley served asincluding Executive Vice President and Chief Operating Officer of OSG from(from December 19, 2014. Mr. Blackley served as2014 to January 2015), Senior Vice President from(from May 2009 throughto December 2014, as2014), Chief Financial Officer from(from April 2013 throughto December 2014,2014) and Head of International Shipping from(from January 2009 throughto April 2013. Mr. Blackley also served as Managing Director and Chief Operating Officer of OSG Ship Management (UK) Ltd. from September 2005 through April 2013. 2013) • Mr. Blackley began his seagoing career in 1971, serving as a captain from 1987 to 1991. He1991 • Mr. Blackley’s extensive experience both with the shipping industry generally, and the Company in particular, makes him a valuable asset to the Board • Mr. Blackley does not currently serve on other public company boards • Previous Boards & Organizations: Gard P.& I. (Bermuda) Ltd.; OSG (including the Company as a wholly-owned subsidiary) • Mr. Blackley holds a diploma in Nautical Science from Glasgow College of Nautical Studies and a Master Mariner Class I license. He haslicense
• Mrs. Blankenship served as Chief Accounting Officer and Company Secretary of Frontline Ltd. from 1994 to 2005 • Mrs. Blankenship’s substantial experience in international shipping as an accountant and a Director of the Company since July 2013 through November 30, 2016 at which time the Company was a wholly-owned subsidiary of OSG. Mr. Blackley also serves on the board of Gard P. & I. (Bermuda) Ltd. Mr. Blackley’s extensive experience both with the shipping industry generally and the Company in particular make himdirector makes her a valuable asset to the Board.Board 2013Other Board Experience • Current Public Boards ○ ○ 2020 Bulkers Ltd. (OSE: 2020) • Previous Boards & Organizations: Diamond S Shipping Inc. (“Diamond S”) (until merger with the Company); Eagle Bulk Shipping Inc.; North Atlantic Drilling Ltd.; Archer Limited; Golden Ocean Group Limited; Frontline Ltd.; Avance Gas Holding Limited; Ship Finance International Limited; Golar LNG Limited; Golar LNG Partners LP; Seadrill Limited; and Seadrill Partners LLC • Mrs. Blankenship has a Bachelor of Commerce degree from the University of Birmingham • Mrs. Blankenship is also a Member of the Institute of Chartered Accountants of England and Wales 
(70) • Ms. Day is President and Chief Executive Officer of Day & Partners, LLC, a maritime consulting and advisory company and • From 2020 until June 2022, she was also a senior advisor to Teneo, a full-serviceglobal capital advisory and restructuring firm Goldin Associates LLC. • Maritime,Holdings Inc. Previously, (NYSE: DHT) • Ms. Day was previously a Managing Director at the Seabury Group, a transportation advisory firm, and the Division Head of JP Morgan’s shipping group in New York. York, and has additional banking experience at Continental Illinois National Bank, Bank of America and the Export-Import Bank of the United States • Ms. Day’s extensive experience in the shipping and banking industries makes her a valuable asset to the Board • Ms. Day is a director ofdoes not currently serve on other public company boards. • Previous Boards & Organizations: DHT Holdings, Inc.; TBS International, Inc.; Tidewater, Inc.; Ocean Rig ASA; Excel Maritime Carriers Inc.; and Eagle Bulk Shipping Inc. , an owner operator of dry bulk vessels, and is chairman of its corporate governance committee and a member of its audit committee, and is a former director of DHT Maritime, Inc., TBS International, Inc., Ocean Rig ASA and Excel Maritime Carriers Inc. Certification • Ms. Day is a graduate of the School of International Relations at the University of Southern California and did graduate studies at George Washington University. University • Ms. Day is also is a graduate of the Senior Executives in National and International Security Program at the Kennedy School at Harvard University. Ms. Day’s extensive experienceUniversity
• Mr. Greenberg is a Managing Director of Cortina Partners LLC, a private equity firm that invests in and manages companies in the shipping industry make her a valuable asset to the Board.2016 David I. Greenberg (64) From 2017 to March 2022, Mr. Greenberg iswas Special Advisor (and from 2008 through 2016 was a member of the Executive Committee) for LRN Corporation, whichserving as Chief Executive Officer during 2020. LRN advises global companies on governance, ethics, compliance, culture and strategy issues. issues • For 20 years prior to 2008, Mr. Greenberg served in various senior positions at Altria Group, Inc. then(then the parent company of Phillip Morris USA,USA), Phillip Morris International, Kraft Foods and Miller Brewing — culminating in his role as Senior Vice President, Chief Compliance Officer and a member of the Corporate Management Committee. Mr. Greenberg is a managing director of Cortina20174Name (age)Business Experience during the Past Five Years and OtherInformationDirectorSince Partners LLC, a private equity firm that invests in and manages companies in the textile, health care, communications, and medical transportation and bedding industries, and is the independent director of APCO Worldwide, a global corporate communications company. • Earlier in his career, Mr. Greenberg was a partner in the Washington, D.C. law firm of Arnold & Porter. HePorter • Mr. Greenberg’s investment and legal experience, particularly with respect to governance-related matters, makes him a valuable asset to the Board • Mr. Greenberg does not currently serve on other public company boards • Other Boards & Organizations: Adventure Genie, Inc. (Chairman); Acqua Recovery (Chairman) • Mr. Greenberg attended Williams College and has Juris Doctor and Master of Business Administration degrees from the University of Chicago. Chicago
• Mr. Greenberg’sJohansen currently serves as the Chief Executive Officer of TGS ASA (“TGS”) (Oslo Stock Exchange (“OSE”): TGS), a leading energy data and intelligence company. Prior to being appointed to his current position in TGS in March 2016, Mr. Johansen held several senior executive positions at TGS, including Chief Operating Officer from 2015 to 2016 and Chief Financial Officer from 2010 to 2015. • Prior to joining TGS, Mr. Johansen served as an Associate Director of Danske Markets Inc., a Norwegian investment firm from 2000 to 2005, Executive Vice President and legalChief Financial Officer of AF Gruppen ASA, a public Norwegian engineering and construction company from 2005 to 2007 and as Executive Vice President and Chief Financial Officer of EDB Business Partner ASA (formerly OSE: TIETO), a Norwegian information technology company, from 2007 to 2010. Skills and Experience • Mr. Johansen’s wide experience of executive and board positions in the global energy industry, combined with international finance and capital markets knowledge, will make him a valuable asset to the Board. • Current Public Boards Valaris Limited (NYSE: VAL), an offshore drilling contractor • Other Boards & Organizations: Previous Boards & Organizations: Prosafe SE; Agrinos ASA; and Seven Drilling ASA. Joseph I. Kronsberg (35) Mr. Kronsberg has served in various roles at Cyrus Capital Partners, L.P. since 2006, and he is currently a Partner responsible for certain investments in the financial, shipping and energy sectors. Previously, Mr. Kronsberg worked at Greenhill & Co. as a generalist in its Mergers & Acquisitions and Restructuring departments. He currently serves as a director of OSG (the former parent corporation of the Company). Mr. KronsbergJohansen has a Bachelor of Scienceand Masters degree in EconomicsBusiness Administration from the Wharton School of the University of Pennsylvania whereNew Mexico.
Professional Experience • Mr. Stevenson served as a consultant to the Company from the merger with Diamond S until January 2022 • From March 2019 until the merger, he graduated summa cum laude. served as Chief Executive Officer, President and director of Diamond S • Mr. Kronsberg’s financialStevenson founded DSS Holdings L.P. (“DSS LP”), the predecessor of Diamond S, in 2007 and served as its Chief Executive Officer, President and a member of its board of directors since its establishment • Mr. Stevenson was previously the Chairman of the Board and Chief Executive Officer of OMI Corporation and oversaw its sale in 2007, having first joined in 1993 as Senior Vice President – Commercial Skills and Expertise • Mr. Stevenson’s substantial experience and expertise in the shipping industry and experience in investment managementknowledge of Diamond S’ affairs as its former Chief Executive Officer and President make him a valuable asset to the Board.Board Other Board Experience • Mr. Stevenson does not currently serve on other public company boards • Other Boards & Organizations: American Bureau of Shipping; Previous Boards & Organizations: Diamond S (until merger with the Company); SFL Corporation Limited (formerly named Ship Finance International Limited) (Non-Executive Chairman and subsequently director); Intermarine (Non-Executive Chairman) Education and Certification • Mr. Stevenson attended Lamar University, where he graduated with a degree in business administration 2016
Ty E. Wallach (46)Mr. Wallach is a Partner at Paulson & Co. Inc. (“Paulson”) and a Co-Portfolio Manager at Paulson’s credit funds. Since joining Paulson in 2008, he has led numerous investments in the debt and equity of distressed and leveraged companies. Prior to joining Paulson, Mr. Wallach was a Partner and Managing Director at Oak Hill Advisors, serving most recently as Co-Head of European Investments. He currently serves on the board of directors of OSG (the former parent corporation of the Company), as well as on the boards of two non-profit organizations, Focus for a Future Inc. and New Heights Youth, Inc. Mr. Wallach is a graduate of Princeton University. Mr. Wallach’s substantial financial and investment experience make him a valuable asset to the Board2016Gregory A. Wright (68)Mr. Wright co-founded One Cypress Energy LLC in 2011 and has served as its Chief Financial Officer since inception. Mr. Wright is the former Chief Financial Officer and Chief Administrative Officer of Tesoro Corporation. Mr. Wright worked for Tesoro from 1995 until his retirement in 2010, leading the company from a small exploration and production company into the third largest independent refining and marketing company in the United States. Prior to joining Tesoro, Mr. Wright worked for Valero Energy Corporation for 14 years in various positions, including Vice President of Finance, Vice President of Business Development, Vice President of Planning and Vice President of Investor Relations. Prior to joining Valero, he worked for nine years for Columbia Gas Systems Inc. in various positions in accounting, budgeting and corporate planning. Mr. Wright is a former director of OSG (the former parent corporation of the Company). He graduated from The Ohio State University with a Bachelor of Business Administration in accounting and received his Masters of Business Administration with a concentration in finance from the University of Delaware. Mr. Wright’s extensive financial leadership experience and accounting expertise make him a valuable asset to the Board.2016 (48) Professional Experience • Ms. Zabrocky has been the President and Chief Executive Officer (“CEO”) of the Company since the spin-off of the Company from OSG (the former parent corporation of the Company) on November 30, 2016 (the “Spin-Off”). Under her leadership, the Company’s operating and was President ofnewbuilding fleet has grown from 55 vessels (including six vessels held by joint ventures) to more than 80 vessels and the CompanyCompany’s revenues have increased from August 2014. under $300 million to more than $1 billion. • Prior to the spin-off,Spin-Off, Ms. Zabrocky served asNominee5Name (age)Business Experience during the Past Five Years and OtherInformationDirectorSinceSenior Vice President Co-President and Head of the International Flag Strategic Business Unit of OSG, with responsibilitywhere she was responsible for the strategic plan and profit and loss performance of OSG’s international tanker fleet comprised of 50 vessels and approximately 300 shoreside staff. fleet. • Ms. Zabrocky previously served in various roles during her more than 2425 years at OSG. She served asOSG, including Senior Vice President, of OSG from June 2008 through August 2014, when she was appointed as Co-President of OSG and HeadChief Commercial Officer of the International Flag Strategic Business Unit, of OSG. Ms. Zabrocky served as Chief Commercial Officer, International Flag Strategic Business Unit of OSG from May 2011 until her appointment asand Head of International Flag Strategic Business Unit and as the Head of International Product Carrier and Gas Strategic Business Unit for at least four years prior to May 2011. She served as a director of • Ms. Zabrocky’s long experience with the Company from November 2011 through November 2016 during which timeand the shipping industry makes her a valuable asset to the Board • Current Public Boards ○ • Other Boards & Organizations: Gard P. & I. (Bermuda) Ltd.; ITOPF Limited, a not-for-profit ship pollution advisor providing advice worldwide on responses to spills of oil, chemicals and other substances at sea; the Company was(as a wholly-owned subsidiary of OSG. OSG) • Ms. Zabrocky holds a Bachelor of Science degree from the United States Merchant Marine Academy and holds a Third Mate’s License. License • She has also completed the Harvard Business School Strategic Negotiations and Finance for Senior Executives courses. Ms. Zabrocky’s long experience with the Company and the shipping industry make her a valuable asset to the Board.courses The Board recommends a vote “FOR” the election of each of the nominees for director named in this Proxy Statement.The Board has determined that each of the director nominees other than Mr. Blackley and Ms. Zabrocky is independent within the meaning of the applicable rules of the Securities and Exchange Commission (the “SEC”) and the listing standards of the NYSE, and that each of the director nominees other than Messrs. Blackley, Kronsberg and Wallach and Ms. Zabrocky is independent under the rules of the SEC and the NYSE relating to audit committees. See “Information About the Board and Corporate Governance — Independence” below.6OWNERSHIP OF COMMON STOCK BY DIRECTORS, EXECUTIVE OFFICERSAND CERTAIN OTHER BENEFICIAL OWNERSGeneraltables below set forth certain beneficial ownership information with respectBoard has delegated to each director nominee and Named Executive Officer,the Compensation Committee the determination of the compensation of directors, including compensation for serving on Board committees. During 2023, the Company’s non-executive Chairman of the Board received an annual cash retainer of $172,000 and each personof the Company’s other non-employee directors received an annual cash retainer of $80,000. The Chairman of each of the Compensation Committee and the Governance Committee received an additional annual cash retainer of $20,000 and the Chairman of the Audit Committee received an additional annual cash retainer at the rate of $20,000 for the first six months of 2023 and at the rate of $25,000 for the second six months of 2023 for a total annual cash retainer of $22,500. Each member of the three committees (other than the committee Chairman) received an additional annual cash retainer of $10,000, except that members of the Governance Committee received an annual cash retainer at the rate of $6,500 for the first six months of 2023 and at the rate of $10,000 for the second six months of 2023 for a total annual cash retainer of $8,250. No director earned any fee for attending any Board meeting or Board committee meeting. The Company reimburses directors for their reasonable travel and lodging expenses in attending in-person Board and Board committee meetings. Directors who are also employees of the Company do not receive any additional compensation for their service on the Board. All directors’ cash compensation is knownpayable quarterly in advance.Company to be the beneficial owner of more than 5%Compensation Committee administration of the outstandingDirector Plan. The Compensation Committee, based upon consideration of information provided by the Compensation Committee’s independent advisors, has established the annual equity compensation of the non-Executive Chairman of the Board at $220,000 and the annual equity compensation of each other non-employee director at $100,000. On June 20, 2023, the Board granted the non-Executive Chairman of the Board 5,798 shares of Common Stock having a fair market value of the Company. The information with respect to beneficial ownership by the identified stockholders was prepared based on information supplied by such stockholders in their filings with the SEC. Except as disclosed in the notes to these tables$220,000 and subject to applicable community property laws, the Company believes thatgranted each beneficial owner identified in the table possesses sole voting and investment power over all 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. For purposes of calculating each person’s percentage ownership,other non-employee director 2,635 shares of Common Stock issuable pursuant to options exercisable within 60 days are included as outstanding and beneficially owned for that person, but are not deemed outstanding for the purposeshaving a fair market value of computing the percentage ownership of any other person. The percentage of beneficial ownership is based on 29,123,331 shares of the Company’s Common Stock outstanding as of the record date (March 29, 2018), and excludes any treasury stock.Directors and Executive OfficersThe table below sets forth information as to$100,000, in each director, director nominee and Named Executive Officer listed in the Summary Compensation Table in this Proxy Statement, and includes the amount and percentage of the Company’s Common Stock of which each director, director nominee, each Named Executive Officer, and all directors, directors nominees and executive officers as a group, was the “beneficial owner” (as defined in regulations of the SEC)case vesting on the record date, all as reported to the Company. The addressearlier of each person identified below as of(a) June 6, 2024 and (b) the date of this Proxy Statement is c/o International Seaways, Inc., 600 Third Avenue, 39th Floor, New York, New York 10016.
Beneficially Owned(1)*Less than 0.1%(1)Includes shares of Common Stock issuable within 60 days of the record date upon the exercise of options owned by the indicated stockholders on that date.7 Timothy J. Bernlohr 108,250 100,000 — — 208,250 Ian T. Blackley 98,250 100,000 — — 198,250 A. Kate Blankenship 90,000 100,000 — — 190,000 Randee E. Day 112,500 100,000 — — 212,500 David I. Greenberg 110,000 100,000 — — 210,000 Joseph I. Kronsberg 80,000 100,000 — — 180,000 90,000 100,000 — — 190,000 Craig H. Stevenson, Jr. 80,000 100,000 — — 180,000 Douglas D. Wheat 172,000 220,000 — — 392,000 (1) Consists of annual Board fees, annual Board Chairman and annual Chairman of the Audit, Compensation and Governance Committees fees, and annual committee member fees. (2) Includes 8,986Stock awards are calculated at grant date fair value in accordance with FASB Topic 718. As of December 31, 2023, the Chairman of the Board held 5,798 shares or unvested restricted shares of Common Stock that vest on May 24, 2018, theand, as of such date, each non-employee director held 2,635 shares of the Annual Meeting of Stockholders.(3)Includes 4,992unvested restricted shares of Common Stock, that vest on May 24, 2018, the datefor an aggregate of the Annual Meeting26,878 shares of Stockholders.(4)Mr. Kronsberg is an employee of Cyrus Capital Partners, L.P. (“CCP”) which beneficially owns 4,012,212unvested restricted shares of Common Stock including 8,636 shares which were granted byat 2023 year end.(3) Mr. Qureshi resigned as a director on February 19, 2024. In connection with his resignation, the Company to CCP under the Company’s non-Employee Director Incentive Compensation Plan (of which 4,992 shares vest on May 24, 2018, the date of the Annual Meeting of Stockholders). The grant was made to CCP pursuant to agreements between CCP and Mr. KronsbergQureshi entered into an agreement under which, CCP is required to receive all compensation in connection withamong other matters, the Company accelerated the vesting of Mr. Kronsberg’s directorship. Mr. Kronsberg disclaims beneficial ownershipQureshi’s 2023 stock award of all Company securities held by CCP except to the extent of his pecuniary interest therein, if any.(5)Mr. Wallach is a Partner at Paulson and a Co-Portfolio Manager at Paulson’s credit funds. Paulson is the investment manager of certain funds and accounts which beneficially own 3,456,773 shares of Common Stock. Mr. Wallach disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.(6)Includes 38,040 shares issuable upon the exercise of options.(7)Includes 32,311 shares issuable upon the exercise of options.(8)Includes 76,559 shares issuable upon the exercise of options.(9)Includes 150,645 shares issuable upon the exercise of options.Set forth below is information regarding stockholders of the Company’s Common Stock that are known by the Company to have been “beneficial owners” (as defined in regulations of the SEC) of 5% or more of the outstanding shares of the Common Stock as of the record date, as reported to the SEC.*Unless otherwise stated in the notes to this table, the share and percentage ownership information presented is as of the record date.(1)Based on a Schedule 13D filed on February 1, 2018 with the SEC by BlackRock, Inc. (“BlackRock”) with respect to the beneficial ownership of 1,698,5722,635 shares of Common Stock as(having a fair market value at the time of December 31, 2017 by BlackRockthe award of $100,000), the Company will not seek any reimbursement of the cash director fees paid to Mr. Qureshi in advance for the first quarter of 2024 and certain of its subsidiaries. The address of BlackRock is 55 East 52nd Street, New York, New York 10055.(2)Based on a Schedule 13D filed on December 9, 2016 and two Form 4s filed on April 4, 2018Mr. Qureshi agreed not to (i) compete with the SEC by the BlueMountain Funds with respect to beneficial ownership of 3,409,442 shares, the beneficial ownership of which was shared in its entirety among BlueMountain Capital Management, LLC (“Investment Manager”), BlueMountain GP Holdings, LLC (“GP Holdings”), BlueMountain Nautical LLC (“Nautical”), BlueMountain Guadalupe Peak Fund L.P. (“Guadalupe”),Company’s crude and BlueMountain Long/Short Credit GP, LLC (“General Partner”). The principal business of: (i) each of Nautical and Guadalupe is to serve asproduct tanker operations for a private investment fund; (ii) the General Partner is to serve as the general partner of Guadalupe and certain other private funds for which the Investment Manager serves as investment manager; (iii) GP Holdings is to serve as the sole owner of the General Partner and a number of other entities which act as the general partner of private investment funds for which the Investment Manager serves as investment manager (including Guadalupe); and (iv) the Investment Manager is to serve as investment manager to a number of private investment funds (including Guadalupe), to serve as non-member manager of Nautical and to make investment decisionsone year period commencing on behalf of such entities. The business address of Nautical, Guadalupe, the General Partner, Investment Manager and GP Holdings is 280 Park Avenue, 12th Floor, New York, New York 10017.(3)Based on a Schedule 13D filed on January 8, 2018 with the SEC by Cobas Asset Management, SGIIC, SA (“Cobas”) with respect to the beneficial ownership of 2,997,063 shares of Common Stock as of December 22, 2017 by Cobas. The address of Cobas is Jose Abascal, 45 St. 28003 Madrid, Spain.(4)Based on a Schedule 13D filed on December 9, 2016 and a Form 4 filed on June 12, 2017 with the SEC (as supplemented by a Form 13F filed on February 14, 2018) by Cyrus Capital Partners, L.P. (“CCP”) with respect to beneficial ownership of 4,012,212 shares by each of CCP and Cyrus Capital Partners GP, L.L.C. (“CCPGP”) of which 8,636 were granted to CCP pursuant to agreements between CCP and Mr. Joseph Kronsberg relating to the Company’s non-Employee Director Incentive Compensation Plan (of which 4,992 shares vest on May 24, 2018 the date of the Annual Meeting of Stockholders). As the (i) principal of CCPhis resignation and (ii) principalsolicit any employee of Cyrus Capital Partners GP, L.L.C., the general partnerCompany or retain the services of CCP, Stephen C. Freidheim (“Freidheim”) may be deemedany such employee for a two year period commencing on the beneficial ownerdate of 4,007,220 shares of Common Stock. The address of each of CCP, CCPGP and Freidheim is 399 Park Avenue, 39th Floor, New York, NY 10022.his resignation.(5)Based on Schedule 13G filed on February 12, 2018 with the SEC by Donald Smith & Co., Inc. (“DS”) with respect to the beneficial ownership of 2,407,644 shares of Common Stock as of December 31, 2017 by DS, and one of its subsidiaries and John Hartsel, an individual. The address of DS, its subsidiary and Jon Hartsel is 152 West 57th Street, New York, New York 10019.(6)Based on Schedule 13D filed on December 12, 2016, and Form 4s filed on June 30, 2017 and March 19, 2018, with the SEC by Paulson & Co. Inc. (“Paulson”) with respect to beneficial ownership of 3,456,773 shares by Paulson. Paulson is the investment8advisor,manager, of PCO Shipping LLCmandated by directive or policy and certain separately managed accounts (collectively,that the “Paulson Accounts”), which in the aggregate held or owned 3,456,773 shares of Common Stock asethics, character, integrity and values of the filing date.Company’s directors and senior management remain the most important safeguards in quality corporate governance. The address of Paulsonbusiness and the Paulson Accounts is c/o Paulson & Co. Inc., 1251 Avenueaffairs of the Americas, 50th Floor, New York, NY 10020.(7)Based on Schedule 13G filed on February 9, 2018 with the SEC by The Vanguard Group (“Vanguard”) with respect to the beneficial ownership of 1,559,287 shares of Common Stock as of December 31, 2017 by Vanguard and one of its subsidiaries. The address of Vanguard and its subsidiary is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.9INFORMATION ABOUT THE BOARD AND CORPORATE GOVERNANCEBoard believes that ethics and integrity cannot be legislated or mandated by directive or policy and that the ethics, character, integrity and values of the Company’s directors and senior management remain the most important safeguards in quality corporate governance. The Corporate Governance Guidelines are posted on the Company’s website which is www.intlseas.com https://www.intlseas.com/investor-relations/governance/governance-documents, and are available in print upon the request of any stockholder of the Company.request. That website and the information contained on that site, or connected to that site, are not incorporated by reference in this proxy statement. UnderProxy Statement. Mergers and other business combinations may be approved by the Corporate Governance Guidelines, each director is expectedaffirmative vote of holders of a majority of outstanding shares of Common Stock (unless the transaction would require the amendment of any provision of the Company’s Articles of Incorporation or By-laws requiring a greater percentage to attend all Board meetings and all meetings of committees of which the director is a member. Meeting materials are provided to Board and Committee members prior to meetings, and members are expected to review such materials prior to each meeting.“Chairman”“Chairman”) in the manner it considers in the best interests of the Company. The Guidelines provide that if the Board determines that there should be a Chairman, he or she may be a non-management director or the CEO. the standards established by the NYSE, the Board must consist of a majority of independent directors. As determined by the Board, as of the date of this Proxy Statement, all of the nominees other than Mr. Ian T. Blackley and Ms. Lois K. Zabrocky and Mr. Craig H. Stevenson, Jr. have been determined to be independent under the Corporate Governance Guidelines for purposes of service on the Board, because no relationship was identified that would automatically bar any of them from being characterized as independent, and any relationships identified were not so material as to impair their independence. In addition, the Board has determined that all of the nominees other than Messrs. Blackley, KronsbergMs. Lois K. Zabrocky and Wallach and Ms. ZabrockyMr. Craig H. Stevenson, Jr. are independent for purposes of serving on the Audit Committee. The Board annually reviews relationships that directors may have with the Company to make a determination of whether there are any material relationships that would preclude a director from being independent. See “— Related Party Transactions” below.Board Oversight of Risk Management. While the responsibility for management of the Company’s material risks lies with management of the Company, the Board provides oversight of risk management, directly and indirectly, through its committee structure. The Board performs this oversight role by using several different levels of review. The Board and the Governance Committee receive regular reports from key members of management responsible for specified areas of material non-financial risk to the Company. In addition, the Board10reviews the risks associated with the Company’s strategic plan at an annual strategic planning session and periodically throughout the year as part of its consideration of the strategic direction of the Company.At the committee level, the Audit Committee regularly reviews the financial statements and financial and other internal controls. Further, the Audit Committee meets in private sessions individually with certain members of management and with representatives of the independent registered public accounting firm at the conclusion of every regularly scheduled meeting, where aspects of financial risk management are discussed as necessary. The Governance Committee manages risk associated with Board independence, corporate governance and potential conflicts of interest as well as oversight over non-financial risk assessments associated with the Company’s operations. The Compensation Committee annually reviews executive compensation policies and practices and employee benefits, and associated risks. Both the Audit Committee and the Compensation Committee also rely on the advice and counsel of the Company’s independent registered public accountants and independent compensation consultants, respectively, to raise awareness of any risk issues that may arise during their regular review of the Company’s financial statements, audit work and executive compensation policies and practices, as applicable.Managing risk is an ongoing process inherent in all decisions made by management. The Company has an enterprise risk management program that is designed to ensure that risks are taken knowingly and purposefully. Management is responsible for assessing all the risks and related mitigation strategies for all material projects and initiatives of the Company prior to being submitted for consideration by the Board.15nine meetings during 2017.2023. Each director attended at least 75% of the total number of meetings of the Board and Board committees of which the director was a2017.Ethics. The Company has adopted a code of business conduct and ethicsEthics, which is an integral part of the Company’s business conduct compliance program and embodies the commitment of the Company and its subsidiaries to conduct operations in accordance with the highest legal and ethical standards. The Code of Business Conduct and Ethics applies to all of the Company’s officers, directors and employees. Each is responsible for understanding and complying with the Code of Business Conduct and Ethics. The Company also has an In addition, the Company has an Thethe Insider Trading Policy and the Anti-Bribery and Corruption Policy are postedto any of our directors or executive officers, or if we amend such policies, we will, if required, disclose these matters through that section of our website on the Company’s website, which is www.intlseas.com, and are available in print upon the request of any stockholder of the Company. That website and the information contained on that site, or connected to that site, are not incorporated by reference in this Proxy Statement.11ChairmanChair of the Governance 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. submits and requires its directors and executive officers to complete Director and Officer questionnaires identifying any transactions with the Company in which the director or officer has an interest. Management and the legal department carefully review the terms of all related party transactions. Managementtransactions, and management reports to the Board on all proposed related party transactions with directors and executive officers. Upon the presentation of a proposed related party transaction to the Board, the related party (if such related party is a director) is excused from participation and voting on the matter. In deciding whether to approve the related party transaction, the Board determines whether the transaction is on terms that could be obtained in an arm’s length transaction with an unrelated third party. If the related party transaction is not on such terms, it will not be approved.The During 2023 and through the date of this Proxy Statement, the Company entered into severaldid not have any related party transactions in 2016 with OSG, the former parent corporation of the Company. These transactions are described in Note 12, “Related Parties” to the audited financial statements of the Company for 2017 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.thesethe Board committees has a charter that is posted on the Company’s website at https://www.intlseas.com/investor-relations/governance/governance-documentsand is available in print upon the request of any stockholder of the Company.2017 until the Annual Meeting of Stockholders in 2017,2023, the Audit Committee consisted of Messrs. Gregory A. Wright (Chairman),Ms. Randee E. Day (Chair), Mr. Ian T. Blackley, Mrs. A. Kate Blankenship and Ronald Steger. After the Annual Meeting in 2017, Mr. David I. Greenberg replaced Mr. Steger.Greenberg. The Board determined that for 2016-2017 Messrs. Stegereach of Ms. Day, Mr. Blackley and Wright wereMrs. Blankenship is an audit committee financial experts,expert, as defined by rules of the SECSecurities and NYSE,Exchange Commission (the “SEC”) and that for 2017-2018 Mr. Wright and Ms. Day are audit committee financial experts.NYSE. The Audit Committee met sixfive times in 2017.122017 until the Annual Meeting of Stockholders in 2017,2023, the Governance Committee consisted of Ronald Steger (Chairman)Mr. David I. Greenberg (Chair), Mr. Timothy J. Bernlohr and Gregory A. Wright. After the Annual Meeting in 2017, Mr. David I. Greenberg replaced Mr. Steger as a member and as Chairman.Ian T. Blackley. The Governance Committee met fivesix times in 2017.operations.operations, including cybersecurity threats. The Governance Committee’s risk assessment responsibilities include oversight of the Company’s quality of services, the Company’s vessels’ adherence to environmental and regulatory requirements, and an assessment of the scope and amount of the Company’s insurance coverage. The Governance Committee also meets with the General Counsel (in his capacity as compliance officer) in executive session from time to time as needed. As part of its duties, the Governance Committee also aids the Board by providing a review of the Board performance on an annual basis.current directorsten (10) director nominees (of whom three are women and director nomineesone is a member of an underrepresented minority group) have the requisite character, integrity, expertise, skills, and knowledge to oversee the Company’s business in the best interests of the Company’s stockholders and does not believe at this time that the long-term goal of greater Board diversity is sufficient to merit replacing existing directors.13AllEight (8) of the ten (10) director nominees for election at the Annual Meeting other than Ms. Zabrocky were previously elected to the Board by the stockholders at the Annual Meeting of Stockholders in 2017.20182024 in order for a candidate to be considered for election at the 20192025 Annual Meeting. 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 at 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.2017,2023, the Compensation Committee consisted of Mr. Timothy J. Bernlohr (Chairman)(Chair), Ms. Randee E. Day, and Ty E. Wallach.Mr. Nadim Z. Qureshi. The Compensation Committee met six (6) times in 2017.14 International Seaways, Inc. Audit Committee: Randee E. Day, Chair A. Kate Blankenship Ian T. Blackley David I. Greenberg April 26, 2024 • • • • COMPENSATIONOFFICERS (PROPOSAL NO. 3)&A”&A”) provides information regarding thediscusses our 2023 executive officer compensation program for our executive officers in 2017.program. It describes our compensation philosophy; the objectives of the executive compensation program and policies in 2017;2023; the elements of the compensation program; and how each element fits into our overall compensation philosophy. The Compensation Committee oversees the compensation paid to all of our executive officers, including pursuant to theunder their employment agreements described below under “Employment Agreements with the NEOs.”Until November 30, 2016, INSW was a wholly-owned subsidiary of OSG. On November 30, 2016, OSG completed the spin-off of INSW (the “Spin-Off”) as a newly independent public company. Although INSW’s compensation policies prior to the Spin-Off were substantially the same as those of OSG, in 2017 the Compensation Committee has developed an independent set of policies and practices to support the Company’s compensation philosophy and strategy.“Named“Named Executive Officers”Officers” or “NEOs”“NEOs”) is includedset out in the Summary Compensation Table infollowing this CD&A. OurIn 2023, our NEOs for 2017 were:(all of whom were employees of INSW throughout the year) were as follows: NEOs Position (“(“CEO”) Senior Vice President, Chief Financial Officer (“CFO”CFO”), Senior Vice President and Treasurer Chief Administrative Officer, Senior Vice President, General Counsel & Secretary Senior Vice President (Chief Commercial Officer) Senior Vice President (Head of Ship Operations)(Chief Technical and Sustainability Officer)All of the NEOs were employees of INSW throughout 2017.2017 Performance Highlightsyear 2016years 2021, 2022 and 2017 were2023 are important factors in understanding our 20172023 executive compensation. AsPlease refer to “Who We Are – 2023 in Review” above for a summary of our recent achievements. INSW posted the strongest financial results in our Company history in 2023, as described in greater detail in our 2023 Annual Report for 2017 on Form 10-K, a(a copy of which you can be obtainedobtain as described in “Other Matters” below, we faced a challenging market last year. Performance highlights included:below).Time charter equivalent (“TCE”) revenues for Say-on-Pay Resultsdecreased in 2017 by $110.0 millionhas provided stockholders with an annual advisory vote to $275.0 million from $385.0 million in 2016.Earnings from shipping operations (“ESO”) (as hereafter defined) for INSW was $43.9 millionapprove executive compensation since our first annual meeting of stockholders in 2017. ESO is income from vessel operations before depreciationAll INSW proposals during this time, except for 2022 and amortization2023, received greater than 89.5% stockholder support. In 2022 and gains2023 approximately 68% and losses from vessel sales (including impairments) reduced by payments for drydockings and vessel expenditures.INSW’s loss for 2017 was $106.1 million, or a per-share loss of $3.64, compared with net loss of $18.2 million, or per-share loss of $0.62 for 2016. Net loss for 2017 reflects impairment charges on vessels aggregating $88.4 million due to factors set forth in Note 5, “Vessels, Deferred Drydock and Other Property,” to INSW’s consolidated financial statements included in INSW’s Annual Report on Form 10-K for the year ended December 31, 2017.INSW’s 2017 Adjusted EBITDA was $117.0 million, a $105.0 million decrease from $222.0 million in 2016. Adjusted EBITDA consists of EBITDA (which represents net loss before interest expense, income taxes and depreciation and amortization expense) adjusted for the impact of certain items that INSW does not consider indicative of our ongoing operating performance, as disclosed in Item 6, “Selected Financial Data” on Form 10-K for 2017.INSW’s total cash (including restricted cash) was $70.6 million as of December 31, 2017, compared to $92.0 million as of December 31, 2016.15During 2017, INSW refinanced its principal credit facility and made significant progress growing and renewing the Company’s fleet by acquiring three vessels (two newly constructed Suezmax tankers and a 2010-built VLCC)64% (excluding broker non-votes), selling four older MR tankers (which delivered to borrowers between August 2017 and February 2018) and entering into a letter of intent to acquire six VLCCs built in 2015 and 2016 from Euronav NV (subject to certain conditions).Say-on-Pay ResultsAt INSW’s 2017 Annual Meeting of Stockholders, approximately 99.7%respectively, of the stockholders who voted on the say-on-pay proposal voted supported it. INSW’s the Company’s advisory proposal on the executive compensation program. In considerationat the 2023 annual meeting of these results,stockholders. At INSW’s Compensation Committee acknowledged the support received from its stockholders and viewed the results as a confirmation of the Company’s existing executive compensation policies and decisions.Through the “frequency of say-on-pay” vote held in 2017, approximately 96%2023 annual meeting, more than 82% of the stockholders who voted, on the proposal cast votesvoted in favor of the say-on-pay proposal if one were to exclude the votes on the advisory proposal on executive compensation cast by Famatown. In addition, as noted earlier in this Proxy Statement, following discussions with representatives of Seatankers, an affiliate of Famatown, the Company holdinghas nominated Mr. Kristian K. Johansen as a director nominee.reflecting the practice that had been adopted by the Companyits stockholders, whose vote frequency was approved by stockholders in connection with the Spin-Off.2023. The Company anticipates that itsCompany’s next “frequency of say-on-pay”“say-when-on-pay” vote will be conducted at the 20232029 Annual Meeting of Stockholders. The Compensation Committee will continue to engage with its stockholders and will consider feedback from them, as well as the results from this year’syears and future advisory votes on executive compensation, as well as feedback from stockholders.INSWshort-andshort- and long-term. We structure ourgoals. The compensation programgoals, and is designed with the following objectives in mind: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’s executives to maximize opportunities for teamwork, continuity of management and overall effectiveness. •• Compensate each executive competitively (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. •• Discourage excessive and imprudent risk-taking. •• Structure the total compensation program to reward the achievement of both the short-term and long-term strategic objectives necessary for sustained optimal business performance. •• 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. For the 2023 fiscal year, the pay mix at target for the Chief Executive Officer and the average for the other NEOs is displayed below. 16COMPENSATION PROGRAM OBJECTIVES •• 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 our compensation programs are consistent with, and supportive of, our short-term and long-term strategic, operating and financial objectives. – – Placing a significant portion of our executives’ compensation at risk, with payouts dependent on the achievement of both corporate and individual performance goals, which are set annually by the Compensation Committee. – – Encouraging balanced performance by employing a variety of performance measures to avoid over-emphasis on the short-term or any one metric. – – Applying judgment and reasonable discretion in making compensation decisions to avoid relying solely on formulaic program design, and to taketaking into account both what has been accomplished and how it has been accomplished in light of the existing commercial environment.conforms toin conformance with best practices in executive compensation and corporate governance. To this end, the Compensation Committee routinely evaluates its practices and programs with respect to executive compensation to identify opportunities for improvement. The Compensation Committee believes a significant portion of the NEOs’ total compensation should be variable and “at risk,” based upon Company earnings from shipping operations (“ESO”) achievement, business/operational metrics and individual performance. To accomplish this, the Compensation Committee uses a balanced weighting of performance measures and metrics in its incentive compensation programs to (i) promote the achievement of its annual operating plan and long-term business strategy; (ii) build long-term stockholder value; and (iii) discourage excessive risk taking by eliminating any inducement to over-emphasize one goal to the detriment of others.DO: We align the interests of our executives and stockholders using performance-based annual cash incentive compensation and service and performance-based long-term cash and equity incentive compensation. Compensation Benchmarking We compare our executives’ total compensation to a consistent peer group for comparable market data. We evaluate that peer group annually to ensure that it remains appropriate, and we add or remove peers only when our Compensation Committee determines, with the advice of its independent compensation consultant, it is clearly warranted. Stock Ownership Guidelines We maintain and track progress against, stock ownership guidelines for our executives and non-employee directors. We have always maintainedmaintain policies and procedures for transactions in the Company’s securities that are designed to ensure compliance with all insider trading rules and that prohibit all hedging, pledging and short-sellingshort selling of our stock by all directors, officers and employees. In 2017, INSW approved the addition of an anti-pledging provision. (“Clawback”) PolicyAll Our Incentive Compensation Recoupment Policy, all of our incentive compensation plans and the terms of our equity agreements provide thatdescribe the circumstances pursuant to which (i) Executive Officers are required to repay or return erroneously awarded compensation to the Company in accordance with clawback rules under the 1934 Act and New York Stock Exchange listing standards or (ii) the Board of Directors or the Compensation Committee may, seek reimbursement of incentives paid or equity-related proceeds providedin its good faith discretion, require officers to an executive officer if it is later determined that the executive officer engaged in misconduct, acted in a manner contraryrepay to the Company’s interestCompany all or breached a non-competition agreement.portion of incentive compensation they receive. Annual Risk Assessment We conduct an annual comprehensive risk analysis of our executive compensation program with our independent compensation consultant to ensure that our program does not encourage inappropriate risk-taking. Independent Compensation Consultant Our Compensation Committee engages an independent compensation consultant to review and provide recommendations regarding our executive compensation program. WHAT WE DO NOT:
NOT DO Excise Tax Gross-Ups We do not provide for exciseautomatic salary or bonus increases. Excise Tax Gross-Ups We do not provide for any tax gross-ups. We do not maintain any defined benefit or active supplemental retirement plan; nor do we provide other personal benefits or perquisites to our named executive officers that are not available to all employees other than excess liability insurance coverage. Supplemental Executive Retirement Plans (“SERPs”) We do not provide any SERPs,SERPs. Dividends We do not pay dividends on unvested equity awards (other than restricted stock) until, and our legacy SERP was frozenonly to new participants in November 2012.the extent, those awards vest. Long-Term Incentive Plan Our long-term equity incentive plan prohibits liberal share recycling and repricing or buyouts of underwater options or stock appreciation rights without stockholder approval. 17In 2017,During 2023, the Compensation Committee consisted of three members of the Board, Mr. Timothy J. Bernlohr (Chair), Ms. Randee E. Day and Mr. Nadim Z. Qureshi, each of whom qualified as “independent” under the NYSE listing standards and applicable independence standards under the 1934 Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and the Internal Revenue Code of 1986, as amended (the “Code”).Act. Recognizing the importance of independent perspectives, the Compensation Committee regularly meets in executive session, without any members of management present.success;success of the Company; INSW’s overall performance; internal equity among the NEOs; and external, publicly available market data on competitive compensation practices and levels.the annual proxy report for 2017.Compensation Consultant Conflict of Interest Assessment: this Proxy Statement.2017.2023. In making this determination, the Compensation Committee considered all relevant factors, including those set forth in Rule 10C-1(bX4)10C-1(b)(4)(i) through (vi) under the 1934 Act.20172023 compensation decisions (including base salaries, annual incentive and long-term incentive target percentages and annual incentive and long-term incentive performance measures and goals) were made under the auspices of the INSW Compensation Committee. Additionally, the INSW Compensation Committee was responsible for the review and certification of the 20172023 performance results that determined the annual incentive and long-term incentive payouts for the NEOs.2017“Peer Group”“Peer Group”). The Compensation Committee reviews the Peer Group at least annuallywith LB&Co. on a regular basis to affirm that it is comprised ofthe Peer Group comprises companies that are similar to us in terms of industry focus and scope of operations, size (based on revenues and market capitalization), and the competitive marketplace for talent.18For 2017, the INSW Compensation Committee approved a Peer Group consisting of 14 publicly traded oil, shipping and transportation companies, with a significant international focus, total revenues between $100 million and $2.3 billion, and median revenues of approximately $540 million. The following 14 companies comprised the 2017 Peer Group, which is unchanged for 2018:DHT Holdings, Inc.Genesis Energy, L.P.Dorian LPG Ltd.Kirby CorporationEagle Bulk Shipping Inc.Martin Midstream Partners, L.P.Euronav NVMatson, Inc.GATX CorporationSEACOR Holdings Inc.Genco Shipping & Trading LimitedSemGroup Corporation.Gener8 Maritime, Inc.Andeavor Logistics, L.P. (formerly known as Tesoro)Peer Grouppeer group is helpful, it also recognizes that benchmarking is not necessarily definitive in every case.case, as there are unique aspects of company performance – for example, work relating to strategic initiatives – that may not apply to peer companies or be apparent based on benchmarking comparisons. Furthermore, the Peer Group is limited to those companies for which executive compensation data is publicly available, which necessarily eliminates some of INSW’s closest competitors that are privately held and/or incorporated in jurisdictions that do not require public disclosure of executive compensation. The Compensation Committee, therefore, uses the information from the Peer Group for informational and analytical purposes, but does not make compensation decisions based solely on this market data. With this in mind, INSW augments the Peer Group data with publicly-availablepublicly available survey data, and uses all compensation data in conjunction with annual assessments of corporate and individual performance to make recommendations and decisions on the compensation arrangements applicable to the Company’s NEOs.Algoma Central Corporation Genesis Energy, L.P. DHT Holdings, Inc. Kirby Corporation Dorian LPG Ltd. Matson, Inc. Eagle Bulk Shipping Inc. Pangaea Logistics Solutions, Ltd. Euronav NV Tidewater Inc. Genco Shipping & Trading Limited TORM plc Algoma Central Corporation Genesis Energy, L.P. Dorian LPG Ltd. Kirby Corporation Eagle Bulk Shipping Inc. Matson, Inc. Euronav NV Tidewater Inc. Genco Shipping & Trading Limited TORM plc alignmentit aligns with itsour compensation philosophy and objectives, as well as to assess itsINSW’s executive compensation program and levels relative to the competitive landscape. The executive compensation program consists of the following:cash incentive awardsLong-term(performance-based cash) incentive compensation through employment agreements under the Savings Planpay for performancepay-for-performance culture in which we place a larger portion of total compensation “at-risk” in the form of annual performance-based cash incentives (which will only be paid if INSW achieves specified performance goals) and long-term equity incentives (which vest over a multi-year period and, in certain cases, also depend on the achievement of specific performance goals).itsour program. Based on its own experience and that comparison, the Compensation Committee determines whether the NEO salaries, taken together with other elements of the NEOscompensation, are at levels sufficient to attract, motivate, retain and retain, in concert with other elements of compensation,reward the executives who are essential to leading the Company and driving stockholder value.take into accountconsider individual performance, prior experience, position duties and responsibilities, internal equity and external market practices. The Compensation Committee19ana NEO change, the CEO may recommend any changesadjustments believed to be warranted, and the Compensation Committee will consider all the factors enumerated above in determining whether to approve any such changes.as of December 31, 2016, there were noin 2023 and based on the factors and criteria described above, increases in base salary changes from 20162022 to 2017.20172023 base salaries for our NEOs.2017Name Position 2023 Salary Lois K. Zabrocky President and Chief Executive Officer $750,000 Jeffrey D. Pribor Chief Financial Officer, Senior Vice President and Treasurer $580,000 James D. Small III Chief Administrative Officer, Senior Vice President, General Counsel & Secretary $530,000 Derek G. Solon Senior Vice President (Chief Commercial Officer) $410,000 William F. Nugent Senior Vice President (Chief Technical and Sustainability Officer) $410,000 (“MICP”(the “MICP”), NEOs are eligible to receive annual cash incentives based upon the achievement of the specified annual performance goals, which are established and approved by the Compensation Committee during the first quarter of the performance year. Our annual cash incentive plan, which for the NEOs generally reflects the terms of the annual cash incentive plan available to all employees, is intended to focus our NEOs on our critical, short-term financial and operational goals. As in past years, the financial performance measure for 20172023 was ESO. The NEO awards were also based on quantifiable measures of ourCompany performance in against certain corporate metrics, business/operational metrics (including safety), commercial metrics and individual factors.Pursuantenvironmental measures, in addition to the termsachievement of previously agreed amendmentsindividual performance goals.their employment agreementsESO:(Dollars in thousands) Income from vessel operations $615,431 Depreciation and amortization 129,038 Gain on sale of vessels, net (35,934) Third-party debt modification fees 568 Legal and consulting expenses for shareholder activism-related matters 1,392 Non-cash stock compensation expense 8,518 Non-cash amortization of a prepaid Directors and officers run off policy related to the Merger 600 Non-cash rent expense 811 720,423 Drydock expenditures (35,117) Vessel expenditures (excluding $192.4 million of newbuild and vessel purchase costs) Earnings from Shipping Operations (ESO) $670,431 as determined by the INSW Compensation Committee, annual incentive targets for Ms. ZabrockyMessrs. Pribor, Small, Solon and Mr. SmallNugent were reduced in 2017, making them eligible for annual cash incentives targeted at 100% of their respective base salaries compared with 125% in 2016. Messrs. Pribor, Solon and Nugent’s annual incentive targets were 100%, 70% and 70% of salary, respectively. Thesalaries. Based on the weighting described below, the potential actual incentive payout range for Ms. Zabrocky and Messrs. Pribor and Small was 0% to 150%142% of target.corporate, businessCompany ESO, business/operational and individual goals.goals, each of which is a component of the payout calculation. The specific weights (which were ultimately recommended by the CEO and approved by the Compensation Committee) were established based on the scope of each NEO’s role and their respective abilities to affect the results.results and were ultimately recommended by the CEO and approved by the Compensation Committee. The following table sets forth the weights by component and NEO.
ESO
Performance
GoalsIndividual Ms. Zabrocky 60% 15% 25% Messrs. Pribor and Small 60% 10% 30% Messrs. Solon and Nugent 33.3% 33.3% 33.4% 2017, ESO goals were2023, each goal was assessed on an achievement scale of between 70% and 130%, with 100% reflecting target level, 130% being the maximum level, and a score of 0% given for achievement below 70%., and business ESO achievement level, as detailed below).were assessed on achievement rating scale ofthe payout can range from 0% to a maximum of 130% (corresponding with actual achievement level).with 100% as the payout on the commercial and operational metrics cannot exceed its target (100%) and the payout on the individual performance factorgoals component (MBO) cannot exceed 50% of the individual performance goals (MBO) target.achieving target performance. If a rating for a measure wasthe business/operational metrics is below 70%, the performance factor (payout) for that measure is zero, resulting in no bonuses being payable under that measure. If a rating for an individual performance measure was below 70%, the performance factor for thatthis measure is zero, resulting in no bonus being payable.payable in respect of this measure.20The formulas to determine each NEO’s actual annual cash incentive award for 2017 are as follows:Chief Executive Officer (Zabrocky)the sum ofBase Salary × Target Incentive % ×(60% × Performance Factor for Company ESO 0-150%) += Annual Cash Incentive Payout(15% × Performance Factor for Business Metrics 0-150%) +(25% × Performance Factor for Individual 0-150%)Chief Financial Officer and Chief Administrative Officer/General Counsel (Pribor and Small)the sum ofBase Salary × Target Incentive % ×(60% × Performance Factor for Company ESO 0-150%) += Annual Cash Incentive Payout(10% × Performance Factor for Business Metrics 0-150%) +(30% × Performance Factor for Individual 0-150%)Other Participants: Vice Presidents (Solon and Nugent)the sum ofBase Salary × Target Incentive % ×(33.3% × Performance Factor for Company ESO 0-150%) += Annual Cash Incentive Payout(33.3% × Performance Factor for Business Metrics 0-150%) +(33.4% × Performance Factor for Individual 0-150%)20172023 Company ESO GoalFor 2017, theGoal. The table below sets forth the ESO performance thresholds at INSW and the corresponding amounts that would be earned (expressed as percentages of target) by the NEOs at each level of achievement.($ Thousands) ESO Threshold 2023 50.00% 70% 109,700 58.40% 75% 136,141 66.70% 80% 162,582 75.00% 85% 189,023 83.30% 90% 215,464 91.70% 95% 241,905 100.0% 100% 268,346 108.4% 105% 294,787 116.7% 110% 321,228 125.0% 115% 347,669 133.3% 120% 374,110 141.7% 125% 400,551 150.0% 130% 426,992 2017,2023, the ESO result was $43,851,000,earnings of $670.4 million which was an achievement of 130% for this metric which corresponded to a performance factor (payout) of 100%150%.
AchievementBusiness Metrics2017,2023, the INSW commercialbusiness and operational metrics were weighted equally. The commercialbusiness metrics related to the time charter equivalent (“TCE”TCE”) performance of INSW’s VLCCs, Aframaxes, PanamaxesSuezmaxes, LR1s and MRs TCE compared with spot TCE rates of competitors and minimizingor market spot TCE rates published by a third-party maritime research service. Regarding the discount received onbusiness metrics as approved in March 2023 they remain unchanged through 2023 as a measure for the Company’s older VLCCs and Aframaxes compared with the TCE achieved on its more modern units. NEOs.were:(i)Achieving or doing better than INSW vessel operating budget;(ii)Time not earning (technical) — a metric that tracks unplanned off hire;21(iii)Total recordable case frequency (“TRCF”) — a metric that tracks injuries and monitors the incident recording process, includes near misses;(iv)Vetting observations — Total operational and safety observations on the vessels; and(v)Vessel visits — number of visits to a vessel by shoreside staff.2017business/operational metrics for 2023 was 111%92%.Goalswhich were established by the Compensation Committee in the first quarter of the 2017 performance year.Committee. The individual goals for 20172023 covered a broad range of performance indicators that included, among others, the following (although only certain NEOs were responsible for certain goals)not all goals listed below applied to all NEOs):DevelopingIdentifying, developing and executing business strategy;G&Ageneral and administrative expense targets;MeetingEnhancing lines of communication with key customers and investors;Completing contract extensions for the FSO joint venture, refinancingEvaluating financial initiatives, capital allocation choices and balance sheet recapitalization;credit facility and evaluating strategic alternatives;Reorganizing the legal department and accomplishing goals within the Company’s IT and HR infrastructure;EngagingAssessing and engaging in otherspecial projects, including additional fleet renewal initiatives,assessments, business development, scrubber technology implementation and maintenance, capital management, leadership development, ensuring ethics throughout the organization, insurance projects, risk management, disaster planning, contingency planning, succession planning, cyber security protection and projects, compensation planning and financial strategy and reporting.20172023 performance year, the Compensation Committee assessed the level of achievement of our NEOs relative to their respective individual performance goals. Following this assessment, it was determined that Ms. Zabrocky and Messrs. Pribor, Small, Solon and Nugent achieved their individual goals at above target levels.2017Paid2017:2023, which were paid in March 2024 and is reflected in the compensation paid in this Proxy Statement: Ms. Zabrocky – $554,439;— $1,231,242; Mr. Pribor – $476,321;— $765,559; Mr. Small – $490,556;— $696,335; Mr. Solon – $208,279;— $489,005; and Mr. Nugent – $194,785.the achievement ofachieving long-term performance objectives that are aligned with itsthe Company’s business strategy, thereby establishing a direct relationship between compensation, long-term operating performance and sustained increases in stockholder value. The MICP becamesimilar plan applicable to the incentive compensation for non-employee directors (the “Director Plan”) became effective in 2016 shortly after the Spin-Off.prior Non-Employee Director Incentive Compensation Plan. The 2020 MICP provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, performance units, performance shares and other performance awards, restricted stock units and restricted stock, and other awards valued in whole or in part by reference to, or otherwise based on, INSW stock. The primary purpose of the 2020 MICP and the 2020 Director Plan is to facilitate the grant of equity and cash incentives to employees (including our NEOs) and Directorsequity compensation to non-employee directors of the Company, and to enable the Company to obtain and retain the services of these individuals, which is essential to our long-term success.initially reserved 2,000,0001,400,005 shares for issuance under the 2020 MICP (including five shares that were reserved but not granted under the MICP) and 400,000460,774 shares for issuance under the 2020 Director Plan.Plan (including 60,774 shares that were reserved but not granted under a prior Non-Employee Director Incentive Compensation Plan). The 2020 MICP contains an anti-dilution provision whereby in the event of certain corporate changes in the Company, outstanding awards may be adjusted, as appropriate, to prevent dilution or enlargement of rights. In 2017, equity awards were made to NEOs in February, March and August.22In February 2017, the INSW Compensation Committee approved the following long-term incentive award value for Mr. Pribor:
Date Value
RSUs
Based RSUs(1)The INSW Compensation Committee approved the performance-based RSU award in March 2017.The table above represents grants of time-based RSUs and stock options made on February 14, 2017 and performance-based RSUs made on March 29, 2017. The time-based RSUs and stock options vest one-third each on December 31, 2017, 2018 and 2019. Each performance-based RSU represents a contingent right to receive a share of stock based upon the covered employee being continuously employed through the end of the period over which the performance goals are measured. The 2017 performance-based RSU award vests as follows: one-third of the target performance-based RSUs shall vest on each of December 31, 2017, 2018 and 2019. Vesting of performance-based RSUs is subject in each case to the Compensation Committee’s certification of achievement of specified performance targets no later than March 31 of the year following the vesting date, with an achievement threshold of 70% and a maximum of 130% and a performance payout threshold of 50% and maximum of 150%2023 Awards. The 2017 portion was based on a one-year target return on invested capital (“ROIC”) performance of 2%. Invested capital is calculated net of cash in excess of operating requirements and return is based on pre-tax net income before interest. The Compensation Committee set or will set performance targets for the 2018 and 2019 portions in the first quarter of each such year.2017,2023, the INSW Compensation Committee approved the following long-term incentive award date values for Ms. Lois K. Zabrocky and Messrs. Jeffrey D. Pribor, and Small:
Date Value
RSUs
Based RSUsIn August 2017, the INSW Compensation Committee approved the following long-term incentive award value for Messrs.James D. Small III, Derek G. Solon and William F. Nugent:
Date Value
RSUs
Based RSUsIncumbent Performance- Based RSUs Lois K. Zabrocky $1,875,000 $— $937,500 $937,500 Jeffrey D. Pribor $1,015,000 $— $507,500 $507,500 James D. Small III $— $331,250 $331,250 Derek G. Solon $— $256,250 $256,250 William F. Nugent $— $256,250 $256,250 stock options vest one third eachbecome exercisable in equal amounts on the anniversary datesfirst, second and third anniversaries of the grant date of March 29, 20178, 2023. Each of the RSU and August 3, 2017, respectively.performance-based RSU awards represent 50% of the annual target grant award. The 2017 performance-based RSUrestricted stock units (“PRSUs”) awards vest as follows: (i) one-thirdone-half of the target performance-based RSUs shallPRSUs vest on December 31, 2019,2025, subject to INSW’s three-year cumulative earnings per shareReturn on Invested Capital (“EPS”ROIC”) performance; and (ii) one-thirdone-half of the target performance-based RSUs shallPRSUs vest on December 31, 2019,2025, subject to INSW’s three-year ROIC performance; and (iii) one-third of the target PRSUs will vest on December 31, 2019 to INSW’s three-year total shareholder return (“TSR”TSR”) performance relative to that of a performance peer group. As was noted above under the section “Consideration of Compensation Peer Group”, our compensation peer group is limited to those companies for which executive compensation data is publicly available, which necessarily eliminates some of INSW’s closest competitors that are privately held and/or incorporated in jurisdictions that do not require public disclosure of executive compensation. In order to ensure that we are measuring our relative performance against our closest competitors, the Board has approved the use of a Performance Peer Group, which is not so limited, and can include publicly-traded companies incorporated in other jurisdictions. “Performance Peer Group” means the following eight companies: Ardmore Shipping Corporation (NYSE: ASC); DHT Holdings, Inc. (NYSE: DHT); Euronav NV (NYSE: EURN); Frontline LTD (NYSE: FRO); Scorpio Tankers Inc. (NYSE: STNG); Tsakos Energy Navigation Limited (NYSE: TNP); Teekay Tankers Ltd. (NYSE: TNK); and TORM plc (NYSE: TRMD). For the avoidance of doubt, if a company has entered bankruptcy (or ceases to have a publicly available trading2020. 2026.performance-based RSUsPRSUs granted in March 2023 are as follows:TSR Threshold Target Maximum Performance Achievement Payout 50% 100% 150% 23performance-based RSUs will be forfeited unless the NEO’s employment agreement provides otherwise.Pursuant to the terms of the Employee Matters Agreement, outstanding equity awards previously made to Ms. Zabrocky and to Mr. Small by OSG prior to the Spin-Off were assumed by INSW and the terms of those awards were appropriately adjusted pursuant to the terms thereof and of the Employee Matters Agreement to reflect the issuance of INSW stock.Time-based RSUs previously granted in the 2014, 2015 and 2016 period vest ratably on each of the first three anniversaries of the date of award. The stock options issued to our NEOs in 2014, 2015 and 2016 have a ten-year term and vest ratably on each of the first three anniversaries of the date of award. In each case, awards made in 2014 were fully vested by December 31, 2017. Performance-based RSUs may be earned based on performance relative to pre-established goals for the applicable performance periods. For the initial award of performance-based RSUs on October 12, 2015, the OSG Compensation Committee reserved the right to choose different performance measures and targets applicable to the performance-based RSUs before March 31 of each year (2015, 2016 and 2017). For 2017, the INSW Compensation Committee determined that the performance measure would be ROIC with a target ROIC of 2% for the year ending December 31, 2017. In addition, for the initial award of performance-based RSUs on March 29, 2017 to Mr. Pribor, the INSW Compensation Committee reserved the right to choose different performance measures and targets applicable to the performance-based RSUs before March 31 of each year (2017, 2018 and 2019) and for 2017 determined that the performance measure would be ROIC with a target ROIC of 2% for the year ending December 31, 2017. For 2017, the actual ROIC result was 2.77%. Therefore, for Ms. Zabrocky and Mr. Small 130% of the target performance-based RSUs awarded vested upon certification of this result, and for Mr. Pribor 150% of the target performanced-based RSUs awarded vested upon certification of this result, which in each case occurred in 2018.The grant date value of the 2017 tranche of the 2015 performance-based RSU grants at target for Ms. Zabrocky and Mr. Small was $44,669 and $111,681, respectively. The 2017 tranche of the 2017 performance-based RSU grant value for Mr. Pribor was $227,303.Upon termination, all unvested performance based RSUsPRSUs will be forfeited unless the NEO’s respective employment agreement provides otherwise.2018
Salary:BaseSalary Decision:increased from $525,000(from $750,000 to $600,000, for$800,000), Mr. Pribor (from $580,000 to $610,000), Mr. Small ($530,000 to $555,000), Mr. Solon from $277,160(from $410,000 to $285,475,$435,000) and for Mr. Nugent from $260,377(from $410,000 to $273,500 from their 2017 levels. Base salaries for Messrs. Pribor and Small remained at their 2017 level because the Compensation Committee determined that their current base salaries were competitive and that no changes were required for 2018. The INSW NEOs earn annualized base salaries that are commensurate with their positions as named executive officers of a public company and which will provide a steady source of income sufficient$435,000), in each case retroactive to permit these officers to focus their time and attention on their work duties and responsibilities.Annual Incentive DecisionsThe design of INSW’s 2018 annual incentive plan is generally consistent with INSW’s 2017 annual cash incentive plan. In 2018, pursuant to the terms of their employments agreements with the Company, Ms. Zabrocky and Messrs. Pribor and Small will have a target annual incentive bonus equal to 100% of their base salaries (as was the case in 2017). Messrs. Solon and Nugent will each have a target annual incentive bonus of 70% in 2018 as was the case in 2017.Long-Term Equity AwardsIn 2018, the Compensation Committee awarded each of the NEOs with equity grants with a fair value as of the grant date of approximately (1) for Ms. Zabrocky, 200% of her base salary; (2) for Mr. Pribor, 150% of his base salary; (3) for Messrs. Small, Solon and Nugent, 100% of their respective base salaries. These equity grants were divided equally among time-based RSUs, stock options and performance-based RSUs.If elected as a director,January 1, 2024. Ms. Zabrocky, as President and CEO, woulddoes not receive additional compensation for services as a director of the Company.24In addition, althoughAlthough Messrs. Solon and Nugent do not have formal contractual employment agreements with INSW, they are also entitled to certain compensation arrangements and severance benefits. Please see “Potential Payments Upon Termination and Change in Control” in the “Summary Compensation Data” section of this Proxy Statement. In addition, each NEO (whether or not his or her employment relationship with INSW is governed by a formal contractual employment agreement) is entitled to vacation in accordance with INSW policy, and each of them participates in medical, dental, and life insurance, as well as retirement and other benefit plans as may be in effect from time to time.Payments”Payments”): (i) termination, (ii) termination;termination, (iii) payment for any accrued, but unused vacation through the date of termination and (iv) termination;On September 29, 2014, OSG entered into an employment agreement with Ms. Zabrocky to serve as the Co-President and Head of the International Flag Strategic Business Unit, which was assumed by INSW. Under this agreement, Ms. Zabrocky’s annual salary was $525,000 and her Target Bonus was set at 150% of annual salary. The agreement also provides for the possibility of annual equity grants at the discretion of the Board upon recommendation from the compensation committee. Ms. Zabrocky’s agreement further provides for severance benefits in the event of termination without cause or resignation with good reason as follows: (i) salary continuation for a period of 24 months and (ii) a lump sum payment in the amount equal to her Target Bonus in effect for the year of termination. On March 30, 2016, OSG and Ms. Zabrocky executed an amendment to her employment agreement. This amendment changed Ms. Zabrocky’s title to Senior Vice President and President of International Flag SBU. The amendment also reduced the Target Annual Bonus from 150% to 125% of annual salary in 2016 and from 125% to 100% in 2017 and thereafter. The amendment also provided an equity grant to Ms. Zabrocky in the amount of $525,000 for 2016 and an amount equal to her base salary for 2017 and thereafter. The structure of the 2017 award is discussed above. The amendment also adjusted the severance benefits provided under the employment agreement in the event of termination without cause or resignation with good reason as follows: (i) a lump sum payment in the amount equal to 150% of her base salary in effect for the year of termination if separation occurs prior to January 1, 2018 and (ii) accelerated vesting of all unvested equity (performance-based grants shall vest at target levels). On August 3, 2016, Ms. Zabrocky and OSG entered into a subsequent amendment to her employment agreement. This amendment adjusted the severance benefits provided in the event of termination without cause or resignation with good reason: Ms. Zabrocky will receive salary continuation for 24 months and also a lump sum payment in an amount depending on which year the termination occurs (if in 2017, $1,204,166, in 2018 and beyond, $1,049,999). In addition, all outstanding and unvested options, RSUs and other equity-based grants or cash in lieu of grants that in all cases are not performance-based will vest upon a termination without cause, for good reason, by death or disability. INSW assumed this agreement in its current form effective as of the Spin-Off. On November 7, 2016, OSG and Ms. Zabrocky entered into a further amendment to her employment agreement, providing that she would become President and CEO of INSW as of the closing of the Spin-Off. As of the date of the Spin-Off, Ms. Zabrocky became President and CEO of the Company under the terms above.On November 9, 2016, we entered into an employment agreement with Mr. Pribor to serve as CFO of the Company. Under his employment agreement, Mr. Pribor’s annual salary is $450,000, his annual Target Bonus is set at 100% of his base salary, and he would be granted a long-term, equity incentive award with a grant-date value of $1,500,000 consisting in equal amounts of stock options, time-based restricted stock units and performance based restricted stock units, vesting over equal portions over a three-year period. Mr. Pribor also received a one-time payment of $150,000 in lieu of his annual bonus and equity grants for his service in fiscal year 2016, and management recommended to the Board that Mr. Pribor be granted equity incentive awards25starting in 2017 with a grant-date value equal to 100%his base salary. The Company also agreed to reimburse Mr. Pribor for reasonable and customary attorney’s fees in connection with the negotiation of his agreement. Mr. Pribor’s agreement provides for severance benefits inCompany’s employment agreements, including the event of termination without cause or resignation with good reason as follows: (i) 12 months’ continuation of annual base salary plus Target Bonus (18 months’provisions in the event of a change in control); (ii) to the extent not already paid, the $150,000 that Mr. Pribor is entitled to receive in lieu of his annual bonus and equity grants for fiscal year 2016; (iii) a lump sum payment of a pro rata portion of his annual bonus based on actual achievement, calculated by multiplying such bonus by a fraction, the numerator of which is the number of full weeks of employment in the year of termination and the denominator of which is fifty-two; (iv) accelerated vesting of all outstanding awards from his initial grant (with performance-based awards vesting at target); (v) accelerated vesting of all outstanding awards other than his initial grant of unvested options, RSUs and other equity-based grants or cash in lieu of grants (that are not performance-based) that would have vested on the next regularly scheduled vesting date following the termination date; and (vi) a pro-rated portion of all RSUs and other equity-based grants or cash in lieu of grants that are performance-based remain outstanding and eligible to vest, to the extent the applicable performance goals are achieved based on the portion of the performance period in which Mr. Pribor was employed with the Company. All outstanding and unvested options, RSUs, and other equity-based grants or cash in lieu of grants vest upon termination without cause or for good reason within a one-year period following such change in control. INSW assumed this agreement in its current form effective as ofby the Spin-Off. As of the Spin-Off, Mr. Pribor is Senior Vice President, CFO and Treasurer of the Company.As of the Spin-Off, Mr. Small became Chief Administrative Officer, Senior Vice President, Secretary and General Counsel of INSW. On February 13, 2015, OSG entered into an employment agreement with Mr. Small to serve as Senior Vice President, Secretary and General Counsel effective March 2, 2015, his hire date with OSG. INSW assumed the agreement between Mr. Small and OSG in its current form effective as of the Spin-Off. In connection with his employment, Mr. Small’s annual salary was $475,000, his annual Target Bonus was set at 150% of his base salary, and he was granted a long-term, equity incentive award with a grant-date value of $1,500,000 consisting in equal amounts of stock options, time-based restricted stock units and performance based restricted stock units, vesting over a three-year period in equal one-third portions. In addition, Mr. Small was paid a sign-on bonus of $150,000. The agreement also states that Mr. Small be granted equity incentive awards with a grant-date value of $600,000 for 2016. His agreement provides for severance benefits in the event of termination without causeCompany, or resignation by the executive with good reason, as follows: (i) salary continuation for a period of 24 months, (ii) a lump sum payment in the amount equal to his Target Bonus in effect for the year of termination, and (iii) accelerated vesting of all unvested equity. On March 30, 2016, OSG and Mr. Small executed an amendment to his employment agreement. This amendment reduced the Target Annual Bonus from 150% to 125% of annual salary in 2016 and from 125% to 100% in 2017. The amendment also provided an equity grant to Mr. Small in the total amount of $900,000 for 2016 and an amount equal to his base salary for 2017 and thereafter. The amendment also adjusted the severance benefits provided under the employment agreement in the event of termination without cause or resignation with good reason as follows: (i) a lump sum payment in the amount equal to 150% of his base salary in effect for the year of termination if separation occurs prior to January 1, 2018 and (ii) accelerated vesting of all unvested equity (performance-based grants shall vest at target levels). On August 3, 2016, Mr. Small and OSG entered into a subsequent amendment to his employment agreement. This amendment adjusted the severance benefits provided in the event of termination without cause or resignation with good reason: Mr. Small will receive salary continuation for 24 months and also a lump sum payment in an amount depending on which year the termination occurs (if in 2017, $1,337,499, in 2018, $1,091,666, in 2019 and beyond, $950,000). In addition, all outstanding and unvested options, RSUs and other equity-based grants or cash in lieu of grants that in all cases are not performance-based will vest upon a termination without cause, for good reason, by death or disability. On November 7, 2016, OSG and Mr. Small entered into a further amendment to his employment agreement, providing that he would become Chief Administrative Officer, Senior Vice President, Secretary and General Counsel of the Company as of the closing of the Spin-Off. As of the date of the Spin-Off, Mr. Small became Chief Administrative Officer, Senior Vice President, Secretary and General Counsel of the Company under the terms above.26The Company’s agreements with Messrs. Solon and Nugent are in the form of the company standard offer letter to all employees other than the employment contracts of Ms. Zabrocky and Messrs. Pribor and Small.Small as in effect on December 31, 2023 (and describing amendments to those agreements made during 2023 and 2024): Additional Terms / Amendments to Employment Agreements in 2023 and 2024 125% • Severance benefits in the event of termination without cause or resignation with good reason include: ○ salary continuation for 24 months ○ a lump sum payment of $1,049,999 ○ accelerated vesting of all outstanding and unvested options, RSUs and other equity-based grants or cash in lieu of grants that in all cases are not performance-based upon a termination without cause, for good reason, by death or disability; performance-based awards will be treated as set out below in the “Potential Payments Upon Termination and Change in Control” section • Equity grant target set at 250% of base salary for 2023 and 2024. • Amended as of March 8, 2023 to increase base salary for 2023 to $750,000 • Amended as of March 14, 2024 to increase base salary for 2024 to $800,000. 11/9/16 100% • Severance benefits in the event of termination without cause or resignation with good reason include: ○ 12 months’ continuation of annual base salary plus Target Bonus (18 months’ in the event of a change in control) ○ a lump sum payment of a pro rata portion of his annual bonus based on actual achievement ○ accelerated vesting of the outstanding time-based awards that would have vested on the next regularly scheduled vesting date following the termination date ○ pro-rated vesting of all performance-based RSUs and other equity-based grants, to the extent the applicable performance goals are achieved • Amended as of March 8, 2023 to increase base salary for 2023 to $580,000. • Amended as of March 8, 2023 to increase equity grant target to 175% of base salary. • Amended as of March 14, 2024 to increase base salary for 2024 to $610,000. Additional Terms / Amendments to Employment Agreements in 2023 and 2024 100% • Severance benefits in the event of termination without cause or resignation with good reason include: ○ salary continuation for 24 months ○ a lump sum payment of $950,000 ○ accelerated vesting of all outstanding and unvested time-based options, RSUs and other equity-based grants upon a termination without cause, for good reason, by death or disability; performance-based awards will be treated as set out below in the “Potential Payments Upon Termination and Change in Control” section • Amended as of March 8, 2023 to increase base salary for 2023 to $530,000 • Amended as of March 14, 2024 to increase base salary for 2024 to $555,000. INSW provides a tax-qualified defined contribution employee benefit plan to employees, which for 2018 is the EngagePEO Retirement 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 Code. 20172023 was $16,200.the CompanyINSW after the Spin-Off.SERP”SERP”), pursuant to which INSW assumedformally documented its assumption of existing obligations under OSG’s Supplemental Executive Retirement Plan (the “OSG SERP”“OSG SERP”), which had beenwere assumed in connection with the Spin-Off. Prior to OSG’s Chapter 11 filing, OSG sponsored the OSG SERP. Upon the Chapter 11 filing, account balances under the OSG SERP, including accruals and earnings thereon, were frozen, and OSG discontinued future contributions. In October 2014, OSG decided to pay interest on balances from the time of the Chapter 11 filing until the termination of the participant’s employment at the annual rate of 2.98%. INSW employees who participated in the OSG SERP prior to the Spin-Off (including Ms. Zabrocky) are now participantsparticipated in the INSW SERP, which remainswas frozen to new contributions and continues to paypaid interest on assumed obligations assumed at an annual rate of 2.98%Risk MitigationAs previously discussed,. The legacy INSW SERP was terminated on June 3, 2022, with the Compensation Committee believes a significant portionpayout of remaining amounts thereunder completed in the NEOs’ total compensation should be variablesecond quarter of 2023. We do not provide any other SERPs, and “at risk,” based upon Company performance, business metrics and individual performance. Performance measures include both financial and operational metrics. To accomplish this, the Compensation Committee uses a balanced weighting of performance measures and metricsour legacy SERP was frozen to new participants in its incentive compensation programs to promote the achievement of its annual operating plan and long-term business strategy, to build long-term stockholder value and to discourage excessive risk taking by eliminating any inducement to over-emphasize one goal to the detriment of others.To further ensure the Company mitigates excessive risk taking:INSW maintains policies prohibiting insider trading, hedging and pledging of their ownership of its securities by directors and executives;INSW maintains an Incentive Compensation Recoupment Policy for executive officers; andINSW maintains stock ownership guidelines applicable to directors and executive officers of the Company.Stock Ownership GuidelinesINSW encourages stock ownership by its executives and non-employee directors in order to align their interests with the long-term interests of its stockholders. INSW has adopted stock ownership guidelines for directors and executive officers of the Company. As measured on January 1 of each fiscal year, each director and27officer of the Company (including the NEOs) is expected to own a number of shares of INSW common stock priced at the closing price on the last trading day of the prior fiscal year equal to a specified multiple of his or her salary:President and CEO — 5 × base salarySenior Vice Presidents — 2 × base salaryVice Presidents — 1 × base salaryIndependent. Non-Employee Directors — 3 × annual board service cash retainerNEOs and independent, non-employee directors are afforded five years from the later of (1) the adoption of the ownership guidelines following the Spin-Off and (2) the time they first received an equity grant from INSW to achieve these ownership guidelines. For purposes of satisfying the guidelines, shares of common stock include stock owned outright by the incumbent, his or her spouse and minor children; time-based restricted stock or RSUs awarded (whether or not vested); vested in-the-money stock options; and shares of stock held for the incumbents’ benefit in any pension or 401(k) plan. Unvested performance based RSUs do not count towards satisfying the guidelines. INSW has only recently become a public company, and its directors and executive officers have continued to make progress towards meeting these ownership guidelines during the Company’s first year of independent operations.Incentive Compensation Recoupment Policy for Executive OfficersINSW’s Incentive Compensation Recoupment Policy generally provides that if an executive officer, including any NEO, receives cash or equity-based incentive compensation based on the achievement of a performance metric and the Board commenced action to restate the calculation of such performance metric within five fiscal years due to a material misstatement or inaccuracy, INSW may require such executive officer to repay all or a portion of the amounts of such incentive compensation that the Board in good faith determines would not have been payable if not for the material misstatement or inaccuracy. The five-year look back limitation does not apply where the Board determines that the executive officer’s fraud, misconduct, negligence or other knowing actual involvement was a contributing factor to the need for the restatement. The INSW Compensation Committee is monitoring the proposed regulations under the Dodd-Frank Act relating to incentive compensation recoupment and will amend the policy to the extent necessary to comply with the Dodd-Frank Act.Tradingitshis or her securities or pledging securities directly owned by them, regardless of whether such directors and employees have material nonpublic information about INSW. In addition, the insider tradingThe policy also prohibits INSW directors and employees from purchasing or selling its securities while in possession of material nonpublic information or otherwise using such information for their personal benefit. Directors and employees are permitted to enter into trading plans under Rule 10b5-1 under the 1934 Act. With the approval of INSW’s General Counsel, a 10b5-1 Plan may be entered into during a time when the equity participant is not in possession of material, non-public information. These plans are intended to aid the equity participants in diversifying their portfolios without violating federal securities laws.Directorsdirectors (as defined under applicable U.S. securities laws and NYSE listing standards and applicable guidelines under the Code)standards), has reviewed the CD&A included in this Proxy Statement and discussed that CD&A with management. Based on its review and discussion with management, the Compensation Committee approved the CD&A and recommended to the INSW Board of Directors that the CD&A be included in this Proxy Statement. Compensation Committee: Timothy J. Bernlohr, ChairmanChair Randee E. Day Ty E. Wallach A. Kate Blankenship April 26, 2024 28Securities1933 Act of 1933, as amended (the “1933 Act”), or the 1934 Act.and prior to Spin-Off, OSG, received by the individuals identified as NEOs of the Company.
Awards(2)(3)
Awards(2)
Incentive Plan
Compensation(4)
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
Compensation(5)
President and Chief Executive Officer
Senior Vice President, Chief Financial Officer and Treasurer
Vice President and Chief Commercial Officer
VP & Head of International Fleet Operations Year Bonus Total Lois Zabrocky President and Chief Executive Officer 2023 $748,973 $— $2,028,776 $1,231,242 $— $266,375 $4,275,366 2022 $696,185 $— $3,497,628 $1,165,490 $— $5,409,147 2021 $675,000 $— $1,136,956 $562,494 $— $3,052,550 Jeffrey D. Pribor Senior Vice President, Chief Financial Officer and Treasurer 2023 $579,365 $— $1,098,219 $— $2,480,969 2022 $546,673 $— $1,526,674 $— $2,846,727 2021 $529,692 $— $264,993 $— $1,763,648 James D. Small III Senior Vice President, Chief Administrative Officer, Secretary and General Counsel 2023 $529,433 $— $— $1,975,233 2022 $500,202 $— $1,256,490 $— $2,458,900 2021 $485,000 $— $202,080 $— $1,486,523 Derek G. Solon Senior Vice President and Chief Commercial Officer 2023 $409,327 $— $— $1,477,050 2022 $374,192 $— $— $1,761,356 2021 $332,800 $— $138,741 $— $1,058,861 William F. Nugent Senior Vice President and Chief Technical and Sustainability Officer 2023 $409,327 $— $— $1,492,740 2022 $374,192 $— $— $1,761,356 2021 $332,800 $— $138,741 $— $1,059,807 (1) The salary amounts reflect the actual gross salary received during the year. (2) (2)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. In 2017,On March 8, 2023, Ms. Zabrocky and Messrs. Pribor, and Small, received time based equity awards. One third of these awards vests on each of the first, second and third anniversaries of March 29, 2017. Additionally, Mr. Pribor received a time-based initial equity award of which one-third of the award vests on each of the first, second and third anniversaries of December 31, 2016. Messrs. Solon and Nugent received time-based equity awards. One third of these awards vests on each of the first, second and third anniversaries of August 3, 2017. Ms. Zabrocky and Messrs. Pribor and Small received stock option awards on March 29, 2017. One third of each stock option award vests and becomes exercisable on each of the first, second and third anniversaries of March 29, 2017. Additionally, Mr. Pribor received a stock option award on February 14, 2017. One-third of each stock option award vests and becomes exercisable on each of the first, second and third anniversaries of December 31, 2016. Messrs. Solon and Nugent received stock options on August 3, 2017. One-third of these awards vests on each of the first, second and third anniversaries of August 3, 2017.(3)In 2015, Ms. Zabrocky and Mr. Small, received performance-based RSU grants on October 12, 2015. One third of each performance award vests on December 31, 2015, 2016 and 2017, subject in each case to the respective Committee’s (OSG for the 2015 and 2016 grants and INSW for the 2017 grants) certification of achievementgrant date of the performance measures and targets no later than each March 31 following the respective date of vesting. Settlement of the vested performance-based RSUs may be in either shares of common stock or cash, as determined by the Compensation Committee in its discretion, and shall occur as soon as practicable following the respective Committee’s certification of the achievement of the applicable performance measures and targets for 2017 and in any event no later29than April 30, 2018. The number of target performance-based RSUs, shall be subject to an increase or decrease depending on performance against the applicable performance measures and targets with the maximum number of RSUs vesting equivalent to 130% of the RSUs awarded. Since performance targets are set annually each tranche of the award is considered to be a separate grant. The 2017 amounts in this column represent the aggregate grant date fair value of the 2017 tranche of each such performance-based RSU award at target, calculated in accordance with accounting guidance, as follows: Ms. Zabrocky — $44,669, Mr. Small — $111,681. In 2017, Ms. Zabrocky and Messrs. Pribor and Small received performance-based RSU grants on March 29, 2017. Messrs. Solon and Nugent received performance-based RSU grants on August 3, 2017. The performance awards vest in full on December 31, 2019, subject to the Compensation Committee’s certification of achievement of the performance measures and targets. Settlement of the performance-based RSUs may be either in shares of common stock or cash, as determined by the Compensation Committee in its discretion, and shall occur as soon as practicable following the Compensation Committee’s certification of the achievement of the applicable performance measures and targets for 2019 and in any event no later than March 15, 2020. The number of performance-based RSUs shall be subject to an increase or decrease depending on performance against the applicable performance measures and targets with the maximum number of performance-based RSUs vesting equivalent to 150% of the RSUs awarded. The 2017 amounts in this column represent the aggregate grant date fair value of the performance-based RSU award at target, calculated in accordance with accounting guidance, as follows: Ms. Zabrocky — $175,000, Mr. Pribor — $150,000, Mr. Small — $158,333, Mr. Solon — $64,665 and Mr. Nugent — $60,747. Additionally, as part of his initial grant, Mr. Pribor also received a performance based RSU grant on March 29, 2017 with one-third of the performance award vesting on each anniversary of December 31, 2016 subject in each case to the Compensation Committee’s certification of the performance measures and targets no later than each March 31st following the respective date of vesting. Settlement of the vested performance-based RSUs may be in either shares of common stock or cash, as determined by the Compensation Committee in its discretion, and shall occur as soon as practicable following the Committee’s certification of the achievement of the applicable performance measures and targets for 2017 and in any event no later than March 31, 2020. The number of performance-based RSUs, shall be subject to an increase or decrease depending on performance against the applicable performance measures and goals with the maximum number of RSUs vesting equivalent to 150% of the RSUs awarded. Since performance targets are set annually each tranche of the award is considered to be a separate grant. Of the amounts in this column, $277,303 represents the aggregate grant date fair value of the 2017 tranche of each such performance RSU award at target, calculated in accordance with accounting guidance.(4)award. The 2023 amounts in this column for 2017, 2016 and 2015 reflectrepresent in the amounts paid in 2018, 2017 and 2016 under the Company’s Cash Incentive Compensation Plan for performance in 2017, 2016, and 2015, respectively.(5)See the “All Other Compensation Table” below for additional information.The following table describes each component of the All Other Compensation column for 2017 in the Summary Compensation Table.
Matching
Contribution(1)
Defined
Contribution
Plan
Insurance
Premiums(2)(1)Constitutes INSW’s matching contributions under the INSW Savings Plan.(2)Life insurance premiums represent the cost of term life insurance paid on behalfaggregate grant date fair value of the NEO.(3)IncludesRSU awards calculated in accordance with accounting guidance as follows: For the following amountsgrant, Ms. Zabrocky - $1,003,256, Mr. Pribor - $543,084, Mr. Small - $354,453, Mr. Solon - $274,213 and Mr. Nugent - $274,213. In prior years, this column reflected the Compensation Committee’s grant date values and not the grant date fair value in accordance with accounting guidance. The Compensation Committee grant date values for each NEO under plans and arrangements generally maintained by us for all employees (other than “umbrella” liability insurance coverage): (a) medical and dental coverage premiums of $16,615the RSUs are $937,500 for Ms. Zabrocky, Messrs.$507,500 for Mr. Pribor, $11,432,$331,250 for Mr. Small $5,716, Solon, $16,615, Nugent, $16,615, (b) long-term and short-term disability plan premiums$256,250 for each NEO of $1,326; (c) a premium for excess liability insurance coverage for each NEO of $1,388.Messrs. Solon and Nugent.30This following table lists the INSW equity grants made in fiscal year 2017 to the NEOs granted under the MICP.
Under Non-Equity Incentive
Plan Awards
Under Equity Incentive
Plan Awards(1)
Stock
Awards:
Number of
Shares of
Stock or
Stock Units
(#)
Option
Awards:
Number of
Securities
Underlying
Options
(#)
or
Base Price
of Option
Awards
($/Sh)
Fair Value
of Stock
and Option
Awards(2)
(#)
(#)
(#)
Zabrocky
Pribor
Small III
Solon
Nugent(3) (1)In 2015, Ms. Zabrocky and Mr.Messrs. Pribor, Small, Solon and Nugent received a performance-based RSU grantPRSU grants on October 12, 2015. One third of eachMarch 8, 2023. The performance award vestedawards vest in full on each of December 31, 2015, 2016 and 2017,2025, subject in each case to the Compensation Committee’s certification of achievement of the performance measures and targets no later than each March 31 following the respective date of vesting.targets. Settlement of the vested RSUs may be in either shares of common stock or cash, as determined by the Compensation Committee in its discretion, and shall occur as soon as practicable following the Compensation Committee’s certification of the achievement of the applicable performance measures and targets for 2017 and in any event no later than April 30, 2018. The number of target RSUs shall be subject to an increase or decrease depending on performance against the applicable performance measures and targets with the maximum number of RSUs vesting equivalent to 130% of the RSUs awarded. Since performance targets are set annually each tranche of the award is considered to be a separate grant. The numbers shown in the table represent the 2017 tranche of each such performance-based RSU award for which performance targets were established on March 29, 2017. Compensation expense recognized with respect to the performance award vesting on December 31, 2017 is based upon achievement level of 130% of the Target RSUs. In addition, in 2017, Ms. Zabrocky and Messrs. Pribor and Small received performance-based RSU grants on March 29, 2017 and Messrs. Solon and Nugent received performance-based RSU grants on August 3, 2017. These performance awards vest in full on December 31, 2019, subject to the Compensation Committee’s certification of achievement of the performance measures. Settlement of the performance-based RSUsPRSUs may be either in shares of common stock or cash, as determined by the Compensation Committee in its discretion, and shall occur as soon as practicable following the Compensation Committee’s certification of the achievement of the applicable performance measures and targets for 20192025 and in any event no later than March 15, 2020.2026. The number of performance target RSUsPRSUs shall be subject to an increase or decrease depending on performance against the applicable performance measures and targets with the maximum number of performance-based RSUsPRSUs vesting equivalent to 150% of the RSUsPRSUs awarded. In 2017,The 2023 amounts in this column represent the aggregate grant date fair value of the PRSU award at target, calculated in accordance with accounting guidance, as follows: Ms. Zabrocky — $1,025,520, Mr. Pribor also— $555,136, Mr. Small — $362,319, Mr. Solon — $280,298 and Mr. Nugent — $280,298. The aggregate grant date fair value of the PRSUs at maximum level of payout is as follows: Ms. Zabrocky - $1,538,280, Mr. Pribor - $832,704, Mr. Small - $543,479, Mr. Solon - $420,448 and Mr. Nugent - $420,448. For information with respect to grant date fair values, see Note 13. “Capital Stock and Stock Compensation” to INSWs consolidated financial statements included in INSW’s 2022 Annual Report.(4) The amounts in this column for 2023, 2022 and 2021 reflect the amounts paid in 2024, 2023 and 2022 under the Company’s Cash Incentive Compensation Plan for performance in 2023, 2022, and 2021, respectively. (5) See the “All Other Compensation Table” below for additional information. Name Total Lois K. Zabrocky $19,800 $1,158 $245,417 $266,375 Jeffrey D. Pribor $19,800 James D. Small III $19,800 $1,158 Derek G. Solon $19,800 $1,158 William F. Nugent $19,800 $1,158 (1) Constitutes INSW’s matching contributions under the Savings Plan. (2) Life insurance premiums represent the cost of term life insurance paid on behalf of the NEO. (3) Includes the following amounts for each NEO under plans and arrangements generally maintained by us for all employees (other than “umbrella” liability insurance coverage): (a) medical and dental coverage premiums of $24,386 for Ms. Zabrocky, $14,024 for Mr. Pribor, $8,486 for Mr. Small, $0 for Mr. Solon and $24,386 for Mr. Nugent, (b) long-term and short-term disability plan premiums for each NEO of $735; (c) a premium for excess liability insurance coverage for each NEO of $2,514; and (d) Ms. Zabrocky received a second performance-based RSU grant$217,782 when INSW paid out the SERP. Name Grant Date Threshold Target Maximum Lois K. Zabrocky 3/8/2023 $468,750 $937,500 $1,406,250 9,765 19,530 29,295 19,530 $ $2,028,776 Jeffrey D. Pribor 3/8/2023 $290,000 $580,000 5,286 10,572 15,858 10,572 $ $1,098,219 James D. Small III 3/8/2023 $265,000 $530,000 3,450 6,900 10,350 6,900 $ Derek G. Solon 3/8/2023 $205,000 $410,000 2,669 5,338 8,007 5,338 $ William F. Nugent 3/8/2023 $205,000 $410,000 2,669 5,338 8,007 5,338 $ (1) Amounts actually paid under these awards for 2023 are set forth above under “ – Elements of the 2023 Executive Officer Compensation Program – 2023 Actual Annual Incentive Paid.” (2) In 2023, Ms. Zabrocky and Messrs. Pribor, Small, Solon and Nugent received PRSU grants on March 29, 2017 as part of his initial grant. One third of the8, 2023. These performance award willawards vest in full on each of December 31, 2017, 2018 and 2019,2025, subject in each case to the Compensation Committee’s certification of achievement of the performance measures and targets no later than each March 31 following the respective date of vesting.measures. Settlement of the vested RSUsPRSUs may be either in either shares of common stock or cash, as determined by the Compensation Committee in its discretion, and shall occur as soon as practicable following the Compensation Committee’s certification of the achievement of the applicable performance measures and targets for 20192025 and in any event no later than March 31, 2020.15, 2026. The number of target RSUsPRSUs shall be subject to an increase or decrease depending on performance against the applicable performance measures and targets with the maximum number of RSUsPRSUs vesting equivalent to 150% of the RSUsPRSUs awarded. Since performance targets are set annually each tranche(3) These grants comprise time-based RSUs. The grants made on March 8, 2023 vest in equal installments on the first, second and third anniversaries of the award is considered to be a separatedate of grant. The numbers shown in the table represent the 2017 tranche of each such performance-based RSU award for which performance targets were established on March 29, 2017.(2)(4)For information with respect to grant date fair values, see Note 13, “Capital Stock and Stock Compensation,”Compensation” to INSW’s consolidated financial statements included in INSW’s 2023 Annual Report on Form 10-K for the year ended December 31, 2017.Report.(3)These awards were made pursuant to the terms of Mr. Pribor’s employment agreement.3120172023 for NEOs under the 2020 MICP.
Securities
Underlying
Unexercised
Options (#)
Exercisable
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
Unexercisable
Exercise
Price
Expiration
Date
Shares or
Units of
Stock
That
Have Not
Vested (#)
Value of
Shares or
Units of
Stock
That
Have Not
Vested (#)(1)
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#)
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(1)
Zabrocky
Pribor
Small III
SolonName Year Option Awards Stock/RSU Awards Lois K. Zabrocky 2020 19,370 — $21.93 4/2/2030 2021 18,901 — $21.58 3/17/2031 2022 — — — — — $1,489,924 $2,234,842 2022 — — — — — $2,383,880 — 2023 — — — — — Jeffrey D. Pribor 2017 17,442 — — $19.13 3/29/2027 2018 28,995 — — $17.46 4/4/2028 2019 31,289 — — $17.21 4/5/2029 2020 26,342 — — $21.93 4/2/2030 2021 17,808 — $21.58 3/17/2031 2022 — — — — — $1,052,907 2022 — — — — — — 2023 — — — — — James D. Small III 2020 10,438 — — $21.93 4/2/2030 2021 13,580 — $21.58 3/17/2031 2022 — — — — — 2022 — — — — — — 2023 — — — — — Derek G. Solon 2020 3,673 — $21.93 4/2/2030 2021 4,662 — $21.58 3/17/2031 2022 — — — — — 2022 — — — — — — 2023 — — — — — William F. Nugent 2021 — — $21.58 3/17/2031 — 2022 — — — — — 2022 — — — — — — 2023 — — — — — (1) Based on the closing price of INSW common stock of $18.46$45.48 on December 29, 2023.(2) These unvested options vested and became exercisable on March 17, 2024. (3) These unvested RSUs vested on March 17, 2024. (4) These PRSUs vested on December 31, 2017.(2)The option2023, subject to purchase these sharesachievement of common stock was granted pursuant to the 2014 OSG Management Incentive Compensation Plan and assumed by INSW in connectionperformance measures with the Spin-Off. The unvested options vest and become exercisable as to onea maximum payout of 150% for half of such sharesthe grant and with a payout of 88.8% for the second half of the grant.(5) One-half of these RSUs vested on March 30, 2018 and March 30, 2019,April 7, 2024. The remaining half will vest on April 7, 2025, subject to accelerated vesting in the event of terminationcertain terminations of employment.(6) (3)These PRSUs will vest on December 31, 2024, subject to performance achievement. The PRSUs have a maximum payout of 150% of target.(7) OfOne-third of these RSUs one half vestvested on March 30, 20188, 2024. The remaining two-thirds will vest ratably on each of the second and third anniversaries of March 30, 2019,8, 2023, subject to accelerated vesting in the event of terminationcertain terminations of employment.(4)(8)These performance-based RSUs vested on December 31, 2017, subject to the Compensation Committee’s certification of achievement of the performance measure, which occurred in 2018.(5)The unvested options vest and become exercisable as to one third of such shares on each of the first three anniversaries of March 29, 2017.(6)These performance-based RSUsPRSUs will vest on December 31, 20182025, subject to performance achievement. The performance-based RSUsThese PRSUs have a maximum result of 150%.(7)Of these RSUs one-third vest on each of the first three anniversaries of March 29, 2017 and subject to accelerated vesting on the event of termination of employment.(8)These performance-based RSUs will vest on December 31, 2019, subject to performance achievement. The performance RSUs have a maximum resultpayout of 150% of target.(9)The unvested options vest and become exercisable as to one third of such shares on each of the first three anniversaries of August 3, 2017.(10)The unvested options vest and become exercisable as to one half of such shares on December 31, 2018 and one-half on December 31, 2019.(11)The option to purchase these shares of common stock was granted pursuant to the 2014 OSG Management Incentive Compensation Plan. All unvested options became exercisable on March 2, 2018.(12)Of these RSUs one-third vest on each of the first three anniversaries of August 3, 2017, subject to accelerated vesting in the event of involuntary termination of employment, including a termination without cause or a resignation with good reason within the twelve months following a change in control.32(13)Of these RSUs, all vested on March 2, 2018.(14)Of these performance-based RSUs, one-half vest on each of December 31, 2018 and December 31, 2019, subject to performance achievement. The performance RSUs have a maximum result of 150% of target.(15)Of these RSUs, half vest on each of December 31, 2018 and December 31, 2019.asregarding the number of December 31, 2017 concerningoptions exercised by the exercises of INSW stock optionsNEOs and the vestingnumber of stock awards bythat vested during the NEOs in INSW common stock. This table includes exercised and vested INSW stock option and stock awards. The market valueyear ended December 31, 2023 for each of the stock awards is based on the closing market price of the Company’s common stock as of December 31, 2017, which was $18.46 per share.
Shares
Acquired on
Exercise
(#)
Realized on
Exercise
Shares
Acquired on
Vesting
(#)(1)
Realized on
Vesting Option Awards RSU/Stock Awards Name Lois K. Zabrocky 0 90,945 $4,136,179 Jeffrey D. Pribor 0 40,635 $1,848,080 James D. Small III 9,205 $418,643 32,671 $1,485,877 Derek G. Solon 4,662 $212,028 22,901 $1,041,537 William F. Nugent 8,335 $379,076 22,901 $1,041,537 (1) (1)Mr. Small exercised stock options on March 2, 2023 in the amount of 9,205. Mr. Solon exercised stock options on August 28, 2023 in the amount of 4,662. Mr. Nugent exercised stock options on August 17, 2023 in the amounts of 3,673 and 4,662.(2) For The value realized on exercise is the difference between the market value of the shares on the exercise date and the exercise price of the option, multiplied by the number of options shown in the table.(3) Ms. Zabrocky and Messrs. Pribor, and Small, each NEO’s respective performance-based RSU tranche vested on December 31, 2017. The formal certification of the achievement of the performance measure by the Compensation Committee occurred in 2018. Ms. Zabrocky and Mr. Small’s (2017 tranche of the 2015 grant) performance-based RSU tranche vested at 130% for a total of 3,036 and 7,589 respectively. Mr. Pribor’s (2017 tranche of the 2017 grant) performance-based RSU tranche vested at 150% for a total of 17,823. Additionally, Ms. Zabrocky had RSUs of 3,064 and 2,079 vest on March 30, 2017 and September 29, 2017, respectively. Additionally, Mr. Pribor had 11,882 RSUs vest December 31, 2017. Additionally, Mr. Small had RSUs of 5,837 and 5,253 vest on March 2, 2017 and March 30, 2017, respectively. Messrs. Solon and Nugent had RSUs vest on March 17, 2023, April 2, 2023 and April 7, 2023 in the amounts of (a) 8,688, 8,550 and 42,586, respectively, for Ms. Zabrocky; (b) 4,093, 3,876 and 18,006, respectively, for Mr. Pribor; (c) 3,121, 3,072 and 15,298, respectively, for Mr. Small; (d) 2,143, 1,621 and 11,462, respectively, for Mr. Solon and (e) 2,143, 1,621 and 11,462, respectively, for Mr. Nugent. Ms. Zabrocky and Messrs. Pribor, Small, Solon and Nugent all had PRSUs vest on December 19, 2017.31, 2023 in the amounts of 31,121, 14,660, 11,180, 7,675 and 7,675, respectively.(4) The value realized on vesting is calculated by multiplying the number of shares shown in the table by the closing market price of the Company’s common stock as of December 31, 2023, which was $45.48 per share. Supplemental PlanSERP for each NEO. The Supplemental Plan providesINSW SERP provided for interest at an annual rate of 2.98% through the termination date of the participant. The plan iswas frozen to new participants.
Contributions
in 2017
Contributions
on 2017
Earnings/
Losses
in 2017(1)
Withdrawals/
Spin-Offs
in 2017
Balance at
December 31,
2017Name Lois K. Zabrocky $— $— $2,083 $217,782 $— Jeffrey D. Pribor $— $— $— James D. Small III $— $— $— Derek G. Solon $— $— $— William F. Nugent $— $— $— (1) The aggregate earnings constitute interest accrued interest forbetween January 1, 2023 and the calendar year ended December 31, 2017.plan payout date. There were no executive or INSW contributions in 2017.2023.332017.2023, in each case conditioned upon continued compliance with certain restrictive covenants and the delivery of a release to the Company. At December 31, 2017, no NEO2023, Mr. Pribor was eligible for normal retirement at age 65.65 and not entitled to any other benefits. The table excludes amounts payable pursuant to the INSW Supplemental PlanSERP, as described above, and pursuant to plans that do not discriminate in favor of executive officers and that are generally available to all salaried employees, such as the Savings Plan.
Termination Without Cause or Voluntary Resignation for Good Reason, Including in Connection with a Change in Control Involuntary Termination Without Cause or Voluntary Resignation for Good Reason, Including in Connection with a Change in Control $1,500,000 $1,060,000 $410,000 $410,000 $410,000 $410,000 $5,608,939 $2,729,450 $2,010,203 Lump Sum Payment $1,049,999 Total $9,096,438 $4,179,450 $4,550,203 $820,000 $820,000 Death/Disability Pro Rata Bonus Payment Equity Awards Total (1) The values in this table reflect estimated payments associated with various termination scenarios. (2) This reflects a cash severance payment equal to 24 months of base salary for Ms. Zabrocky and Mr. Small.Small per the terms of their respective employment agreements. Mr. Pribor is entitled to receive 18 months of base salary plus target bonus if the separation is without cause or for good reason and due to a change in control or (as shown)as shown in this table and 12 months of base salary plus target bonus if the separationhe is forterminated without cause or resigns with good reason and not due towithout a change in control.control per the terms of his employment agreement. Messrs. Solon and Nugent are entitled to 12 months of base salary if the separation is for “good reason”.plus target bonus.(3) For Ms. Zabrocky and Messrs. Pribor and Small a pro-rata target bonus is provided for in their respective employment agreements is considered earned ifagreements. The amounts listed assume a termination of employment occurs on the last business day of the year. For Mr. Pribor the pro-rata target is to be based on actual Company performance (other than for individual goal metrics, which are calculated at target) if no bonus payment is made to other executive officers of the Company in respect of the year in which the separation from service occurs due to business unit and company performance objectives not being met, then no amount shall be payable to him.Mr. Pribor.(4) Messrs. Solon and Nugent are entitled to receive a 12 month12-month bonus calculated at target for the year if terminated.(5) For Ms. Zabrocky and Mr. Small all option shares and time based RSUs (and any other equity basedequity-based grant or cash in lieu of grants that is not performance based)performance-based) granted to Ms. Zabrocky and Mr. Small, to the extent not otherwise vested, shall vest as of the separation date, as applicable. The unvested performance-based RSUsPRSUs will be forfeited in the event of termination. As of December 31, 2017, all options for2023, Ms. Zabrocky and Messrs. Small, Solon and Nugent were considered underwater and were therefore not included in the calculation. Mr. Pribor would be entitled to the vesting of the remaining portions of his initial grant which includes 23,764 shares for his RSUs, 23,764 for his performancehad 113,395 unvested RSUs and 52,994 for his18,901 unvested stock options. Givenoptions with a strike price for theof $21.58. Mr. Pribor had 50,678 unvested RSUs and 8,905 unvested stock options of $18.21 andwith a vestingstrike price of $18.46 on December 29, 2017, the total for the initial grant$21.58. Mr. Small had 40,631 unvested RSUs and 6,791 unvested stock options with a strike price of all three equity awards is $890,615.$21.58 . For Mr. Pribor, (per his agreement)those unvested RSUs and stock options that otherwise would have vested on the March 29, 2017 grantnext regularly scheduled vesting date following the separation will vest upon the separation date. For RSUs, this will amount to 4,093, 7,717, 10,290 and 3,524 units vesting at $45.48 for RSUs one-third, 2,613, were considered3/17/21, 4/7/22 and 3/8/2023 respectively, for actual value of $1,165,364. For unvested stock options this will amount to vest totaling $48,248.8,904 vesting at the difference of their respective strike price and the share price upon vesting of $45.48 for 3/17/21 for an actual value realized of $212,837. For performance RSUs thePRSUs, Mr. Pribor will receive a number of unvested units 2,613prorated for the number of weeks actually worked. The number of unvested units reflected herein for Mr. Pribor includes: 12,279 at a rate of $18.46 are$45.48 multiplied by 145 the number of weeks worked 39 divided by the term of the grant 143 weeks for a total value of $39,475. The558,449 at a rate of $45.48 multiplied by 90 the number of weeks worked for a total value of $653,529 for the 2017 grant4/7/2022 grant; and 10,572 at a rate of $45.48 multiplied by 42 the number of weeks worked for RSUs and performance-based RSUs is $87,723. His stock optionsa total value of $139,270 for this grant were considered underwater.the 3/8/23 grant. Messrs. Solon and Nugent would be entitled to vesting of thetheir unvested time basedtime-based RSUs and unvested stock options if the separation is for “good reason” and within 12 months of a “change in control”,; otherwise, the unvested RSUs and unvested stock options shall immediately be forfeited (as reflected above). For Messrs. Solon and Nugent all performance RSUsPRSUs shall immediately be forfeited on the separation date.(6) (6)Regarding Mr. Pribor being of eligible retirement age, over age 65, he will receive his contractual amounts shown above. He will not receive any other retirement benefits from the company. Upon Mr. Pribor’s disability, Mr. Pribor, or in the case of his death, his estate, is entitled to receive the pro-rata portion of his annual bonus at target for the year of termination. AtThe amount listed in the table reflects his disability or death occurring on December 31, 2017, Mr. Pribor was entitled to $450,000 if the disability occurred on2023, the last business day of the year.34as of December 31, 2017, which employees are64 (not including the CEO) were located in its New York, Houston, United Kingdom and EuropeanSingapore offices, (approximately 40 (not includingall of whom were employed by the CEO) employees in 2017)Company through December 31, 2023, and the 2,921 seafarers who had been employed on itsthe Company’s vessels (approximately 1,536 employees in 2017).for one or more days during the year ended December 31, 2023. The Company’s seafarers are hired by its technical managermanagers acting as agent for the individual ship owning companies, each of which is a subsidiary of the Company, and include employees from various non-U.S. jurisdictions, including in particular the Philippines, India, Russia, China, Bangladesh, Croatia, Estonia, Georgia, Latvia, Turkey, Ukraine, Italy, and Eastern Europe.Sri Lanka. In determining the compensation paid to the CEO and the Median Employee, the Company used the data as shown in its payroll records including base salary, bonuses (including equity awards), seniority payments, performance bonuses, welfare costs, healthcare payments and other benefits paid by or on behalf of the Company. While the number of days worked by the Company’s seafarers ranged from approximately 141 to 43 weeks347 days in 2017,2023, the Median Employee worked approximately 32 weeks.248 days. Our CEO had annual total compensation of $1,685,566$4,275,366 and our Median Employee had annual total compensation of $24,868.$21,933. Therefore, our CEO’s annual total compensation is 68in 2023 was approximately 195 times that of the median of the annual total compensation of all our employees.INSW Compensation Committee Interlocks and Insider ParticipationNo member of the INSW Compensation Committee was, during fiscal year 2017, an officer or employee of INSW or was formerly an officer of INSW. None of INSW’s executive officers served on any board of directors or compensation committee of any other company for which any of INSW’s directors served as an executive officer at any time during fiscal 2017. Please see “Information About the Board and Corporate Governance — Related Party Transactions” above for the Company’s policy on related person transactions.35DIRECTOR COMPENSATIONDuring 2017, the Company’s non-executive Chairman of the Board received an annual cash retainer of $172,000 and each of the Company’s other non-employee directors received an annual cash retainer of $80,000, except as described below. The Chairman of each of the Audit Committee, the Compensation Committee and the Governance Committee received an additional cash retainer of $20,000, $20,000 and $13,000 respectively. Each member of the three committees (other than the committee Chairman) received an additional cash retainer of $10,000, except that members of the Governance Committee received an additional cash retainer of $6,500. No director earned any fee for attending any Board meeting or Board committee meeting. The Company reimburses directors for their reasonable travel and lodging expenses in attending Board and Board committee meetings.Mr. Kronsberg has instructed the Company to pay all cash compensation (cash and equity) for his service as a director to his employer, CCP, at this time. Mr. Wallach has agreed to waive all compensation (cash and equity) for his service as a director at this time.Under the International Seaways, Inc. Non-Employee Director Incentive Compensation Plan, the Board has discretion to grant various types of equity-based awards to directors. On June 8, 2017, the Board granted the non-Executive Chairman of the Board 8,986 shares of Common Stock having a fair market value of $180,000 and granted each other non-employee director, except as described above, and Mr. Kronsberg’s employer, CCP (and not Mr. Kronsberg), 4,992 shares of Common Stock having a fair market value of $100,000, in each case vesting on the earlier of (a) June 7, 2018 and (b) the date of the Annual Meeting of Stockholders of the Company in 2018, subject to the director continuing to provide services to the Company as of such date.showsprovides information in understanding NEO compensation and Company performance as required by Section 953(a) of the total compensation paid to the Company’s non-employee directors during 2017:
or Paid in
Cash
($)(1)
Awards
($)
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
Compensation
($)
($)Year (a) (b) (c) (d) (e) (f) (g) (h) (i) 2023 $4,275,366 $1,856,498 $2,412,331 $202.40 $184.47 $670.43 2022 $5,409,147 $10,805,863 $2,207,085 $3,985,834 $141.60 $130.01 $484.22 2021 $3,052,550 $1,342,210 $1,121,434 2020 $3,374,108 $1,386,334 $159.22 (1) (1)ConsistsThe dollar amounts reported in column (b) are the amounts of annual Board fees, annual Board Chairmantotal compensation reported for Ms. Lois Zabrocky (who was our President and annual ChairmanChief Executive Officer for all years presented) in the “Total” column of the Audit,Summary Compensation and Governance Committees fees, and annual committee member fees.Table (“SCT”).(2) The dollar amounts reported in column (c) represent the amount of compensation actually paid to Ms. Zabrocky, as computed in accordance with Item 402(v) of Regulation S-K (“CAP”). (3) The dollar amounts reported in column (d) represent the average of the amounts reported for our non-CEO NEOs as a group in the “Total” column of the SCT for each applicable year. The non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: Messrs. Jeffrey D. Pribor, James D. Small III, Derek G. Solon and William F. Nugent. (4) The dollar amounts reported in column (e) represent the average amount of CAP for the non-CEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. (5) The dollar amounts reported in column (g) represent the weighted INSW 2023 peer group total shareholder return, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The TSR group consists of: Ardmore Shipping Corporation (NYSE:ASC); DHT Holdings, Inc. (NYSE:DHT); Euronav NV (NYSE: EURN); Frontline LTD (NYSE: FRO); Scorpio Tankers Inc. (NYSE: STNG); Tsakos Energy Navigation Limited (NYSE:TNP); Teekay Tankers Ltd. ( NYSE:TNK); and TORM plc (NYSE: TRMD). (6) The dollar amounts reported in column (i) represent ESO as defined and presented in the CD&A above. Year (2) Mr. Greenberg was elected a Director 2023 Summary Compensation Table Total (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year (2,028,776) Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year 1,913,290 Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years 1,563,711 Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year — Plus/(Minus): Change in Fair Value as of the Company on June 7, 2017 atVesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Annual Meeting of Stockholders in 2017.Fiscal Year 199,065 (3)In accordance with Mr. Kronsberg’s instruction, all compensation for his service(Minus): Fair Value as a director was paid to his employer, CCP, for 2017.(4)Each of Messrs. Steger and Valerio ceased to serve as a director of the CompanyPrior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year Plus: Value of Dividends or Other Earnings Paid on June 7, 2017, the date of the Annual Meeting of StockholdersEquity Awards Not Otherwise Reflected in 2017.Total Compensation Compensation Actually Paid (5)Mr. Wallach agreed to waive all compensation for his service as a director for 2017.All directors’ cash compensation is payable quarterly in advance.Director Stock Ownership GuidelinesThe Company encourages stock ownership by directors in order to align interests of directors with the long-term interests of the Company’s stockholders. To further stock ownership by directors, the Board believes that regular grants of equity compensation should be a significant component of director compensation.36Year 2023 Summary Compensation Table Total $1,856,498 (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation Compensation Actually Paid Boardtable below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement. Fiscal Year 2023 Restricted Stock Units Stock Price $37.02 - $45.48 Performance Share Units Financial Metric Multiplier 100% - 150% TSR Realized Performance (Percentile) 50P Volatility 39.6% - 43.4% Risk-Free Interest Rate 4.1% - 4.7% Stock Options Expected Term (years) 1.5 - 2.1 Strike Price $21.58 - $21.93 Volatility 47.6% - 54.3% Dividend Yield 10.7% - 18.8% Risk-Free Interest Rate 3.7% - 4.4% 
adopted stockor 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. For purposes of calculating each person’s percentage ownership, guidelinesshares of Common Stock issuable pursuant to options exercisable within 60 days (including out of the money options) are included as outstanding and beneficially owned for non-employee directors. Underthat person, but are not deemed outstanding for the stockpurposes of computing the percentage ownership guidelines, each non-employee directorof any other person. The percentage of beneficial ownership is expected within five years after becoming a director to ownbased on 49,049,288 shares of the Company’s common stock (including restricted stock units convertible intoCommon Stock outstanding as of the Record Date (April 16, 2024), and excludes any treasury stock. Name Number Percentage Directors/Nominees Doug Wheat * Darron M. Anderson — Timothy J. Bernlohr * Ian T. Blackley * A. Kate Blankenship * Randee E. Day * David I. Greenberg * Kristian K. Johansen — Joseph I. Kronsberg * Craig H. Stevenson, Jr. 0.4% Lois K. Zabrocky 0.4% Named Executive Officers (other than Ms. Zabrocky who is listed above with the other Directors/Nominees) Jeffrey D. Pribor 0.4% James D. Small III 0.1% Derek G. Solon 0.1% William F. Nugent 0.1% All Directors, Director Nominees and Executive Officers as a Group (15 Persons) 1.9% * Less than 0.1% (1) Includes shares of Common Stock issuable within 60 days of the Record Date upon the exercise of options owned by the indicated stockholders on that date. (2) Includes 5,798 shares of Common Stock that vest on June 6, 2024. (3) Includes 2,635 shares of Common Stock that vest on June 6, 2024. (4) Includes 2,635 shares of Common Stock that vest on June 6, 2024, and 65,075 shares of Common Stock held by a limited liability company of which Mr. Stevenson is the controlling member and with respect to which Mr. Stevenson disclaims beneficial interest except to the extent of his pecuniary interest therein. (5) Includes 18,901 shares issuable upon the exercise of options. (6) Includes 130,781 shares issuable upon the exercise of options. (7) Includes 10,187 shares issuable upon the exercise of options. (8) Includes 12,997 shares issuable upon the exercise of options. (9) Includes 4,662 shares issuable upon the exercise of options. (10) Includes 179,079 shares issuable upon the exercise of options. stock and stock ownedthe Common Stock as of the Record Date. The information with respect to beneficial ownership by his spouse and minor children), whose market value would equal at least three times his annual cash base retainer. Name Number Percentage 3,045,003 3,198,443 8,266,856 16.9% 3,700,058 7.6% * Unless otherwise stated in the notes to this table, the share and percentage ownership information presented is as of the Record Date. (1) Based on a Schedule 13G filed on February 3, 2024 with the SEC by BlackRock, Inc. (“BlackRock”) with respect to the beneficial ownership of 3,045,033 shares of Common Stock as of December 31, 2023 by BlackRock and certain of its subsidiaries. The address of BlackRock is 50 Hudson Yards, New York, New York 10001. (2) Based on a Schedule 13G filed on February 9, 2024 with the SEC by Dimensional Fund Advisors L.P. (“Dimensional”) with respect to the beneficial ownership of 3,198,443 shares of Common Stock as of December 29, 2023 by Dimensional. Dimensional is an investment advisor registered under the Investment Advisors Act of 1940. The address of Dimensional is 6300 Bee Cave Road, Building One, Austin, Texas 78746. (3) (4) 2017, except (1) Messrs. Solon2023 and Nugent each filed two reports disclosing equity grantsthrough the date of vesting of grants eight days and eleven days late, (2) Mr. Pribor filed a report disclosing an equity grant one day late, (3) Paulson & Co. filed late reports disclosing the sale of shares with respect to six dates and (4) various corrective amendments were filed during the year.37AUDIT COMMITTEE REPORTManagement has primary responsibility for preparing the consolidated financial statements of the Company, for maintaining effective internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for performing independent audits of the Company’s consolidated financial statements in accordance with auditing standards generally accepted in the United States (“U.S. GAAS”) and the effectiveness of the Company’s internal control over financial reporting based on criteria established by the Public Company Accounting Oversight Board (the “PCAOB”). The Audit Committee’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’s website at www.intlseas.com/Docs.In fulfilling its oversight responsibilities, the Audit Committee met and held discussions with management and the Company’s independent registered public accounting firm 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 Annual Report on Form 10-K for the year ended December 31, 2017 (the “2017 Form 10-K”). 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’s independent registered public accounting firm. The Audit Committee further discussed with the Company’s independent registered public accounting firm the matters required to be discussed by U.S. GAAS, including those described in the PCAOB Auditing Standard No. 16 (Communications with Audit Committees) and PCAOB Auditing Standard No. 5 (An Audit of Internal Control over Financial Reporting that is Integrated with an Audit of Financial Statements).The Committee also reviewed management’s report on the assessment of the effectiveness of the Company’s internal control over financial reporting and the Company’s independent registered public accounting firm’s report on the effectiveness of the Company’s internal control over financing reporting.The Company’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 their independence from the Company 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’s independent registered public accounting firm, the Audit Committee’s review of the representations of management, the certifications of the Company’s chief executive officer and chief financial officer which are required by the Securities and Exchange Commission (“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 (and the Board approved) that the audited consolidated financial statements and management’s assessment of the Company’s internal control over financial reporting referred to above be included in the 2017 Form 10-K for filing with the SEC.International Seaways, Inc. Audit Committee:Gregory A. Wright, ChairmanRandee E. DayDavid I. GreenbergApril 12, 2018In accordance with the rules of the SEC, this Audit Committee report does not constitute “soliciting material” and shall not be incorporated by reference in any filings with the SEC made pursuant to the 1933 Act or the 1934 Act and shall not otherwise be deemed filed under such Acts.38RATIFICATION OF APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM (PROPOSAL NO. 2)The Audit Committee has reappointed Ernst & Young LLP as the independent registered public accounting firm for the Company and its subsidiaries for the year ending December 31, 2018, subject to ratification of the stockholders at the Annual Meeting. Ernst & Young LLP served as the independent registered public accounting firm of the Company for 2017. The lead audit partner was appointed in 2017. The Audit Committee considers the appointment of Ernst & Young LLP to be in the best interest of the Company and its stockholders. The Audit Committee considers the impact of changing independent registered public accounting firms when assessing whether or not to retain the current independent registered public accounting firm.The Audit Committee conducted a comprehensive, competitive process to determine the Company's independent registered public accounting firm for the Company's fiscal year ended December 31, 2017. The Audit Committee invited several accounting firms to participate in the process, including PricewaterhouseCoopers LLP (“PwC”), the Company's independent registered public accounting firm for 2016 and 2015. On May 24, 2017, the Audit Committee approved the engagement of Ernst & Young LLP and dismissed PwC as the Company's independent registered public accounting firm.PwC's audit reports on the Company's consolidated financial statements for the fiscal years ended December 31, 2016 and 2015 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.During the fiscal years ended December 31, 2016 and 2015, and the subsequent interim period through May 24, 2017, there were (i) no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to PwC's satisfaction, would have caused PwC to make reference thereto in their reports on the consolidated financial statements for such years or period, and (ii) no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K under the 1934 Act.In deciding to engage Ernst & Young LLP, the Audit Committee reviewed auditor independence and existing commercial relationships with Ernst & Young LLP, and concluded that Ernst & Young LLP had no commercial relationship with the Company that would impair its independence. During the fiscal years ended December 31, 2016 and 2015, and during the subsequent interim period through May 24, 2017, neither the Company nor anyone acting on its behalf consulted with Ernst & Young LLP on any of the matters or events set forth in Item 304(a)(2) of Regulation S-K under the 1934 Act.Representatives of Ernst & Young will 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. If the appointment is not ratified by stockholders, the selection of the Company’s independent registered public accounting firm will be reconsidered by the Audit Committee.•Audit Fees. Audit fees incurred by the Company to Ernst & Young LLP were $900,000 in 2017 and to PwC were $334,000 in 2017 (prior to their dismissal) and $2,611,000 in 2016. Audit fees incurred by the Company to Ernst & Young LLP for 2017 include fees for professional services rendered for the audit of the Company’s annual financial statements for the year ended December 31, 2017; the review of the financial statements included in the Company’s Forms 10-Q for the respective quarters in the year ended December 31, 2017; financial audits and reviews for certain of the Company’s subsidiaries; services associated with documents filed with the SEC; and expenses incurred related to the performance of the services noted above.Audit fees incurred by the Company to PwC for 2017 (prior to their dismissal) and 2016 include fees for professional services rendered for the audit of the Company’s annual financial statements for the year ended December 31, 2016; review of the financial statements included in the Company’s Form 10-Q for the respective quarters in the year ended December 31, 2016 and for the quarter ended March 31, 2017; financial audits and reviews for certain of the Company’s subsidiaries; services associated with documents filed with the SEC; and expenses incurred related to the performance of the services noted above.39•Audit-Related Fees. There were no audit-related fees incurred by the Company to Ernst & Young LLP in 2017. Audit related fees incurred by the Company to PwC were none in 2017 and $15,000 in 2016. Audit related fees include fees for matters related to public offerings not classified as “audit services.”•Tax Fees. There were no tax fees incurred by the Company to Ernst & Young LLP in 2017. Tax fees incurred by the Company to PwC were $8,100 in 2017 and $10,500 in 2016. Tax fees relate to the preparation of certain foreign tax returns.•All Other Fees. Total other fees incurred by the Company to Ernst & Young LLP were $3,500 in 2017 and to PwC were none in 2017 and $2,000 in 2016.The Audit Committee considered whether the provision of services described above under “All Other Fees” are compatible with maintaining Ernst & Young’s independence. The Company does not believe that any reasonable concerns about the objectivity of Ernst & Young LLP in conducting the audit of the Company’s financial statements are raised as a result of the fees paid for non-audit-related services in 2017.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.The Audit Committee and the Board recommends a vote “FOR” such ratification.40ADVISORY VOTE ON APPROVAL OF THE COMPENSATION OF THE NAMEDEXECUTIVE OFFICERS (PROPOSAL NO. 3)As required by the Dodd-Frank Act, stockholders are being provided with the opportunity to cast an advisory vote on the compensation of the Named Executive Officers for 2017 as described beginning on page 15 of this Proxy Statement in the section titled “Executive Compensation,” including the CD&A included therein.As more fully described in the CD&A, the Company’s 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; andReward 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 Named Executive Officers, fulfills these objectives.Stockholders are urged to read the “Compensation Discussion and Analysis” section of this Proxy Statement and the accompanying compensation tables and narrative which describe in detail how the Company’s compensation policies and procedures implement the Company’s compensation philosophy and disclose the compensation paid to the Named Executive Officers for 2017.Accordingly, at the Annual Meeting, stockholders will be asked to vote on the following resolution:RESOLVED, that the stockholders of the Company hereby approve, in an advisory vote, the compensation of the Named Executive Officers for 2017 as described in the “Compensation Discussion and Analysis” section and in the accompanying compensation tables and narrative in the Company’s Proxy Statement for the 2018 Annual Meeting of Stockholders.As an advisory vote, the results of the vote will not be binding on the Board or the Company. However, the Board and the Compensation Committee value the opinion of the Company’s stockholders and will consider the outcome of the vote when making future decisions on the compensation of the Named Executive Officers and the Company’s executive compensation principles, policies and procedures. The affirmative vote of the holders of a majority of the outstanding shares of Common Stock present in person or represented by proxy and entitled to vote is required to approve the resolution.The Board recommends a vote “FOR” advisory approval of the resolution set forth above and approval of the compensation of the Named Executive Officers for 2017 as disclosed in this Proxy Statement.41above. on Form 10-K for the fiscal year ended December 31, 2017 is available at http:https://www.intlseas.com/Docsinvestor-relations/sec-filing. That 2023 Annual Report on Form 10-K does not form part of this Proxy Statement. The Company will provide to any stockholder of the Company, without charge, a copy of the Company’s 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2017 upon the written request of such stockholder addressed to the Corporate Secretary of the Company at 600 Third Avenue, New York, New York 10016. By order of the Board of Directors, JAMES D. SMALL III Chief Administrative Officer, Senior Vice President, General Counsel and Secretary New York, New YorkApril 12, 201842
