CAPITAL STOCK AND STOCK COMPENSATION | NOTE 12 — 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. The Company has established policies and procedures to ensure compliance with the Jones Act, determining to provide a reasonable margin for compliance requiring at least 77 Share Repurchases On March 17, 2023, the Company’s Board authorized a program to purchase up to $ 10,000 10,000 25,000 45,000 In August 2023, the Company purchased 3,788,639 4.05 15,344 8,599,059 shares for $ 35,339 at an average price of $ 4.11 . At December 31, 2023, there is $ 25,000 On June 13, 2022, the Company’s Board authorized a program to purchase up to 5,000,000 14,740 5,000,000 2.95 In November 2022, the Company purchased 5,000,000 2.86 14,300 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 In September 2023, the Company purchased 13,851,382 11,384 2,631,763 4,260,919 809,575 During the years ended December 31, 2023 and 2022, the Company issued 177,966 11,179 939,477 59,124 Dividends In December 2023 the Company’s Board declared a cash dividend of $ 0.06 4,256 Incentive Plans In 2014, 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”) were approved by OSG’s stockholders. On June 6, 2017, the Company’s stockholders approved an increase to the maximum number of shares for issuance under the Director Plan by 1,500,000 5,000,000 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. 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 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 195,800 305,000 275,800 3.83 2.09 2.29 Management Compensation Restricted Stock Units During the years ended December 31, 2023, 2022 and 2021, the Company granted RSUs to its employees, including senior officers, covering 584,922 718,360 552,844 2.90 2.09 2.36 During the years ended December 31, 2023, 2022 and 2021, the Company awarded performance-based RSUs to its senior officers covering 416,832 518,600 363,238 For the year ended December 31, 2023, the ROIC Target RSU awards and the TSR Target RSU awards were subject to an increase up to a maximum of 208,416 259,300 181,619 625,248 777,900 544,857 2.90 2.09 2.36 During the year ended December 31, 2022, the Company awarded RSUs to its senior officers covering 576,981 2.09 i.) 20% vests on the first anniversary of the grant date, ii.) 30% vests on the second anniversary of the grant date, and iii.) 50% vests on the third anniversary of the grant date. During the year ended December 31, 2021, the Company awarded performance-based RSUs to its senior officers covering 590,251 2.36 During the years ended December 31, 2023, 2022 and 2021, in connection with the vesting of restricted stock units (“RSUs”), the Company withheld 333,085 239,686 185,459 3.51 , $ 2.07 2.18 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 $ 3,471 3,574 2,232 Activity with respect to restricted stock units under the Incentive Plans during the three years ended December 31, 2023 is summarized as follows: SCHEDULE OF RESTRICTED STOCK UNITS UNDER INCENTIVE PLANS Activity for the three years ended December 31, 2023 Class A common Nonvested Shares Outstanding at December 31, 2020 2,605,263 Granted 1,782,133 Vested ($ 2.12 2.31 (963,338 ) Forfeited ($ 1.69 2.59 (52,881 ) Nonvested Shares Outstanding at December 31, 2021 3,371,177 Granted 2,118,942 Vested ($ 1.82 2.23 (1,355,483 ) Forfeited ($ 1.92 2.05 (461,990 ) Nonvested Shares Outstanding at December 31, 2022 3,672,646 Granted 1,195,837 Vested ($ 2.89 3.81 (1,403,217 ) Forfeited ($ 2.89 4.07 (286,262 ) Nonvested Shares Outstanding at December 31, 2023 3,179,004 Activity with respect to stock options under the Incentive Plans during the three years ended December 31, 2023 is summarized as follows: SCHEDULE OF STOCK OPTIONS ACTIVITY UNDER INCENTIVE PLANS Activity for the three years ended December 31, 2023 Class A common Options Outstanding at December 31, 2020 1,478,756 Options Outstanding at December 31, 2021 1,478,756 Options Outstanding at December 31, 2022 1,478,756 Options Outstanding at December 31, 2023 1,478,756 Options Exercisable at December 31, 2023 1,478,756 For the years ended December 31, 2023, 2022 and 2021, the total fair value of shares vested was $ 4,986 2,720 2,131 The weighted average remaining contractual life of the outstanding stock options at December 31, 2023 was 4.18 1.70 5.57 2.67 There was no compensation expense as a result of the grants of stock options for the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023, there was $ 4,388 1.63 |