Capital Stock and Stock Compensation | NOTE 13 — CAPITAL STOCK AND STOCK COMPENSATION Ownership Restrictions In order to preserve the status of OSG as a Jones Act company, the percentage of each class of its common stock that may be owned by non-U.S. citizens is limited. In addition, the Company has established policies and procedures to ensure compliance with the Jones Act. In order to provide a reasonable margin for compliance with the Jones Act, our Board of Directors has determined that until further action by our Board, at least 77% of the outstanding shares of each class of capital stock of the Company must be owned by U.S. citizens. At and during such time that the limit is reached with respect to shares of Class A common stock as applicable, we will be unable to issue any further shares of such class of common stock or approve transfers of such class of common stock to non-U.S. citizens until the holdings of non-U.S. citizens falls below the maximum percentage allowable. Share Repurchases During the year ended December 31, 2019, in connection with the vesting of restricted stock units (“RSUs”) in January, February and March, the Company withheld 159,685 shares of Class A common stock at an average price of $1.84 per share (based on the market prices on the dates of vesting) from certain members of management to cover withholding taxes. During the year ended December 31, 2018, in connection with the vesting of RSUs in January, February, March and December, the Company withheld 296,822 shares of Class A common stock at an average cost of $2.15 per share (based on the market prices on the dates of vesting) from certain members of management to cover withholding taxes. Warrant Conversions Each Class A warrant represents the right to purchase one share of Class A common stock, subject in each case to the adjustments as provided pursuant to the terms thereof. The warrants may be exercised at a price per share of Class A common stock, as applicable, of $0.01, which shall be paid pursuant to a cashless exercise procedure. Warrants may be exercised at any time or from time to time on or before August 5, 2039 and will expire thereafter. Until they exercise their warrants, except as otherwise provided in the warrants, the holders of the warrants will not have the rights or privileges of holders of the Company’s common stock, including any voting rights. Warrants may only be exercised by holders who establish to OSG’s reasonable satisfaction that they or the person designated to receive the shares is a U.S. person or to the extent shares deliverable upon exercise would not constitute Non-Complying Shares (as defined in OSG’s Amended and Restated Certificate of Incorporation). As of December 31, 2019, the Company had 19,238,262 Class A warrants outstanding, convertible into 3,655,270 shares of Class A common stock. During the years ended December 31, 2019 and 2018, the Company issued 257,963 and 5,628,650 shares of Class A common stock, respectively, as a result of the exercise of 1,365,392 and 29,461,648 Class A warrants, respectively. Incentive Plans On September 23, 2014, the Company’s Compensation Committee (“the Committee”) approved the Overseas Shipholding Group, Inc. Management Incentive Compensation Plan (the “Management Compensation Plan”) and the Overseas Shipholding Group, Inc. Non-Employee Director Incentive Compensation Plan (the “Director Plan”). OSG stockholders approved these plans on June 9, 2015. On June 6, 2017, at the annual stockholders meeting, the Company’s stockholders approved an increase to the maximum number of shares for issuance under the Director Plan by 1,500,000 shares. The 2019 Incentive Compensation Plan for Management was approved by the Committee on March 22, 2019, by our Board on April 4, 2019 and then by the Company’s stockholders at the annual meeting on May 30, 2019 (together with the Management Compensation Plan and Non-employee Director Incentive Compensation Plan, the “Incentive Plans”). The Incentive Plans contain anti-dilution provisions whereby in the event of any change in the capitalization of the Company, the number and type of securities underlying outstanding share-based payment awards must be adjusted, as appropriate, in order to prevent dilution or enlargement of rights. The impact of these provisions resulted in a modification of all outstanding share-based payment awards upon the stock dividend, reverse stock split and spin-off transactions described above. As the fair value of the awards immediately after the stock dividend, reverse stock split and spin off transactions, did not increase when compared to the fair value of such awards immediately prior to such transactions, no incremental compensation costs were recognized as a result of such modifications. The purpose of the Incentive Plans is to promote the interests of the Company and its stockholders by providing certain employees and members of the Board, who are largely responsible for the management, growth and protection of the business of the Company, with incentives and rewards to encourage them to continue in the service of the Company. The Incentive Plans permit the Committee to grant to eligible employees and directors of the Company, as applicable, any of the following types of awards (or any combination thereof): cash incentive awards, nonqualified stock options, incentive stock options and other stock-based awards, including, without limitation, stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units and share-denominated performance units. Stock Compensation The Company accounts for stock compensation expense in accordance with the fair value based method required by ASC 718, Compensation – Stock Compensation Director Compensation - Restricted Stock Units The Company awarded a total of 357,866 and 170,400 RSUs for the years ended December 31, 2019 and 2018, respectively, to its non-employee directors. The weighted average fair value of the Company’s stock on the measurement date of such awards was $1.78 (2019) and $3.61 (2018) per share. Such RSUs vest in full on the earlier of the next annual meeting of the stockholders or the first anniversary of the grant date, subject to each director continuing to provide services to the Company through such date. The RSUs granted may not be transferred, pledged, assigned or otherwise encumbered prior to vesting. Upon vesting, a holder of restricted share awards has all the rights of a stockholder of the Company, including the right to vote such shares and the right to receive dividends paid with respect to such shares at the same time as common stockholders generally. RSUs which have not become vested as of the date the grantee’s service on the Board of Directors terminates will be forfeited and the grantee will have no further rights with respect to the RSUs. Management Compensation Restricted Stock Units During the years ended December 31, 2019 and 2018, the Company awarded 552,598 and 365,584 time-based RSUs to certain of its employees, including senior officers. The average grant date fair value of these awards was $2.02 (2019) and $1.70 (2018), per RSU. Each RSU represents a contingent right to receive one share of Class A common stock upon vesting. Each award of RSUs will vest in equal installments on each of the first three anniversaries of the grant date. RSUs may not be transferred, pledged, assigned or otherwise encumbered until they are settled. Settlement of vested RSUs may be in either shares of Class A common stock or cash, as determined at the discretion of the Human Resources and Compensation Committee, and will occur as soon as practicable after the vesting date. If the RSUs are settled in shares of common stock, following the settlement of such shares, the grantee will be the record owner of the shares of Class A common stock and will have all the rights of a shareholder of the Company, including the right to vote such shares and the right to receive dividends paid with respect to such shares of Class A common stock. RSUs which have not become vested as of the date of a grantee’s termination from the Company will be forfeited without the payment of any consideration, unless otherwise provided for. In addition, during the years ended December 31, 2019 and 2018, the Company awarded 329,121 and 688,877 shares, respectively, to certain of its senior officers of the Company’s common stock, net of all taxes, which vested immediately. The average grant date fair value of these awards was $1.82 and $1.91. During the years ended December 31, 2019 and 2018, the Company awarded 352,258 and 142,060 performance-based RSUs to its senior officers, respectively. Each performance-based RSU represents a contingent right to receive RSUs based upon continuous employment through the end of a three-year performance period (the “Performance Period”) and will vest as follows: (i) one-half of the target RSUs will vest and become nonforfeitable subject to OSG’s return on invested capital (“ROIC”) performance in the three-year ROIC performance period relative to a target rate (the “ROIC Target”) set forth in the award agreements (the formula for ROIC is net operating profit after taxes divided by the net of total debt plus shareholders equity less cash); and (ii) one-half of the target RSUs will be subject to OSG’s three-year total shareholder return (“TSR Target”) performance relative to that of a performance index over a three-year TSR performance period. The performance index consists of companies that comprise a combination of the oil and gas storage and transportation and marine GICS sub-industries indexes during the Performance Period. Vesting is subject in each case to the Human Resources and Compensation Committee’s certification of achievement of the performance measures and targets. The ROIC Target RSU award and the TSR Target RSU award is subject to an increase up to a maximum of 176,129 and 106,545 target RSUs combined, respectively, (528,387 and 213,090 RSUs in total, respectively) or decrease depending on performance against the applicable measure and targets. The ROIC performance goal is a performance condition which, as of December 31, 2019, management believed was probable of being achieved. Accordingly, for financial reporting purposes, compensation costs have been recognized for these awards. The grant date fair value of the TSR based performance awards, which have a market condition, was determined to be $2.02 and $1.70 per RSU, respectively. Stock Options During the year ended December 31, 2019 and 2018, the Company awarded 612,745 and 494,118, respectively, stock options to one of its senior officers, which vested immediately. Each stock option represents an option to purchase one share of Class A common stock for an exercise price of $1.89 and $1.70 per share, respectively. The call option value of the options was $1.02 and $0.92 per option, respectively. Under the grant agreement, the stock options have a holding requirement until the earliest to occur of (i) a change in control; (ii) the separation from service date, in the event of a termination of the grantee’s employment by the Company without cause or by the grantee for good reason and (iii) the third anniversary of the grant date. The stock options expire on the business day immediately preceding the tenth anniversary of the award date. If a stock option grantee’s employment is terminated for cause (as defined in the applicable Form of Grant Agreement), stock options (whether then vested or exercisable or not) will lapse and will not be exercisable. If a stock option grantee’s employment is terminated for reasons other than cause, the option recipient may exercise the vested portion of the stock option but only within such period of time ending on the earlier to occur of (i) the 90th day ending after the option holder’s employment terminated and (ii) the expiration of the options, provided that if the option holder’s employment terminates for death or disability the vested portion of the option may be exercised until the earlier of (i) the first anniversary of employment termination and (ii) the expiration date of the options. The fair values of the options granted were estimated on the dates of grant using the Black-Scholes option pricing model with the following weighted average assumptions for 2019 and 2018 grants: risk free interest rates of 2.50% and 2.72%, respectively, dividend yields of 0.0%, expected stock price volatility factors of .55 and expected lives of 6.0 years. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Since the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options. For the Incentive Plans, compensation expense is recognized over the vesting period, contingent or otherwise, applicable to each grant, using the straight-line method. Compensation expense as a result of the RSUs described above was $1,615 and$1,646 during the years ended December 31, 2019 and 2018, respectively. Activity with respect to restricted stock units under the Incentive Plans during the two years ended December 31, 2019 is summarized as follows: Activity for the two years ended December 31, 2019 Class A shares Nonvested Shares Outstanding at December 31, 2017 660,999 Granted 1,366,921 Vested ($1.70 to $2.74 per share) (1,108,180 ) Forfeited ($2.39 to $2.44 per share) (7,425 ) Nonvested Shares Outstanding at December 31, 2018 912,315 Granted 1,591,839 Vested ($1.66 to $2.32 per share) (780,542 ) Forfeited ($1.63 per share) (4,747 ) Nonvested Shares Outstanding at December 31, 2019 1,718,865 Activity with respect to stock options under the Incentive Plans during the two years ended December 31, 2019 is summarized as follows: Activity for the two years ended December 31, 2019 Class A shares Options Outstanding at December 31, 2017 371,893 Granted 494,118 Options Outstanding at December 31, 2018 866,011 Granted 612,745 Options Outstanding at December 31, 2019 1,478,756 Options Exercisable at December 31, 2019 1,454,063 The weighted average remaining contractual life of the outstanding stock options at December 31, 2019 was 8.18 years. The range of exercise prices of the stock options outstanding at December 31, 2019 was between $1.70 and $5.57 per share. The weighted average exercise prices of the stock options outstanding at December 31, 2019 and 2018 were $2.67 and $3.23 per share, respectively. Stock options of 612,745 which vested during the year ended December 31, 2019 were “in-the-money.” Compensation expense as a result of the grants of stock options described above was not material for the years ended December 31, 2019 and 2018. As of December 31, 2019, there was $1,993 of unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 1.57 years. |