Overseas Shipholding Group, Inc. - Ordinary Shares (OSG)
Company Profile
| Cover | 12 Months Ended |
| Dec. 31, 2022 | |
| Cover [Abstract] | |
| Document Type | PRE 14A |
| Entity Registrant Name | OVERSEAS SHIPHOLDING GROUP, INC |
| Entity Central Index Key | 0000075208 |
| Amendment Flag | false |
| Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
| Dec. 31, 2022 | Dec. 31, 2021 | ||
| Pay vs Performance Disclosure [Table] | |||
| Pay vs Performance [Table Text Block] | In accordance with the SEC requirements, this section (1) presents “Compensation Actually Paid,” or “CAP,” and (2) compares CAP to OSG’s performance, as measured by various metrics. At the outset, we note that compensation decisions at OSG are made by our Compensation Committee, independently of disclosure requirements, based on the factors discussed in the section of this Proxy Statement entitled “How We Compensate our Executives.” In particular, while SEC rules require disclosure of CAP and specifies the manner in which CAP is calculated, the Committee does not use CAP in making compensation decisions and regards CAP as a supplemental measure to be viewed alongside the performance metrics on which the Committee bases its decisions. CAP The table below shows (1) CAP, based on the information in Summary Compensation Table (“SCT”), and as adjusted for 2021 and 2022, as required by SEC rules, and (2) the value of a hypothetical initial investment made on December 31, 2020 of $100 in our stock, as of December 31, 2021 and December 31, 2022, based on TSR, as explained below. Year Summary (1) Compensation (1) Average (2) Average (2) Value of (3) Net Income ($) 2022 $ 2,372,326 $ 2,627,988 $ 990,990 $ 1,003,566 $ 126 $ 28,741 2021 $ 2,314,967 $ 1,634,695 $ 973,839 $ 767,260 $ 116 $ (46,252 ) (1) The PEO in both reporting years is our CEO, Mr. Norton (2) The non-PEO NEOs in 2022 were Mr. Trueblood Mr. O’Halloran Mr. Trueblood Mr. O’Halloran Mr. Mote (3) The values disclosed in this column represent a hypothetical investment of $100 in our stock made on December 31, 2020, and as of December 31, 2021 and December 31, 2022, based upon the Company’s TSR for the years then ended. To calculate CAP, the following amounts were deducted from and added to “Total Compensation,” as set forth in the SCT. PEO SCT Total to CAP Reconciliation: Year Salary Bonus and Non- Equity Incentive Compensation Other Compensation SCT Total Deductions from SCT Total Additions SCT Total CAP (1) (2) (3) 2022 $425,000 $692,500 $21,126 $2,372,326 ($1,233,700) $1,489,361 $2,627,988 2021 $425,000 $531,250 $19,967 $2,314,967 ($1,338,750) $658,478 $1,634,695 Average Non-PEO NEOs SCT Total to CAP Reconciliation: Year Salary Bonus and Non- Equity Incentive Compensation Other Compensation SCT Total Deductions from SCT Total Additions SCT Total CAP (1) (2) (3) 2022 $312,500 $326,937 $20,434 $990,990 ($331,118) $343,694 $1,003,566 2021 $276,667 $207,500 $19,339 $973,839 ($470,333) $263,754 $767,260 (1) Reflects “all other compensation,” as reported in the SCT for the year shown. (2) Represents the grant date fair value of equity-based awards granted each year. (3) Reflects the fair value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP for fiscal years 2021 and 2022 is further detailed in the supplemental SUPPLEMENTAL PEO Equity Component of CAP for FY2021: Equity Type Fair Value of Current Year Equity Awards at 12/31/21 Change in Value of Prior Years’ Awards Unvested at 12/31/21 Change in Value of Prior Years’ Awards That Vested in FY2021 Equity Value Included in CAP (a) (b) (c) (d) = (a) + (b) + (c) PSUs $727,900 ($352,489) $0 $375,412 RSUs $338,558 ($59,004) $3,512 $283,066 Total $1,066,458 ($411,492) $3,512 $658,478 SUPPLEMENTAL Average Non-PEO Equity Component of CAP for FY2021: Equity Type Fair Value of Current Year Equity Awards at 12/31/21 Change in Value of Prior Years’ Awards Unvested at 12/31/21 Change in Value of Prior Years’ Awards That Vested in FY2021 Equity Value Included in CAP (a) (b) (c) (d) = (a) + (b) + (c) PSUs $281,001 ($111,472) $17,565 $187,094 RSUs $93,667 ($19,012) $2,005 $76,660 Total $374,668 ($130,484) $19,570 $263,754 SUPPLEMENTAL PEO Equity Component of CAP for FY2022: Equity Type Fair Value of Current Year Equity Awards at 12/31/22 Change in Value of Prior Years’ Awards Unvested at 12/31/22 Change in Value of Prior Years’ Awards That Vested in FY2022 Equity Value Included in CAP (a) (b) (c) (d) = (a) + (b) + (c) PSUs $734,598 ($26,086) ($443,751) $264,760 RSUs $971,332 $209,319 $43,951 $1,224,601 Total $1,705,929 $183,233 ($399,801) 1,489,362 SUPPLEMENTAL Average Non-PEO Equity Component of CAP for FY2022: Equity Type Fair Value of Current Year Equity Awards at 12/31/22 Change in Value of Prior Years’ Awards Unvested at 12/31/22 Change in Value of Prior Years’ Awards That Vested in FY2022 Equity Value Included in CAP (a) (b) (c) (d) = (a) + (b) + (c) PSUs $216,059 ($13,429) ($178,046) $24,584 RSUs $241,802 $63,522 $13,785 $319,110 Total $457,861 $50,094 ($164,261) $343,694 | ||
| Named Executive Officers, Footnote [Text Block] | (1) The PEO in both reporting years is our CEO, Mr. Norton | ||
| PEO Total Compensation Amount | [1] | $ 2,372,326 | $ 2,314,967 |
| PEO Actually Paid Compensation Amount | [1] | $ 2,627,988 | 1,634,695 |
| Adjustment To PEO Compensation, Footnote [Text Block] | PEO SCT Total to CAP Reconciliation: Year Salary Bonus and Non- Equity Incentive Compensation Other Compensation SCT Total Deductions from SCT Total Additions SCT Total CAP (1) (2) (3) 2022 $425,000 $692,500 $21,126 $2,372,326 ($1,233,700) $1,489,361 $2,627,988 2021 $425,000 $531,250 $19,967 $2,314,967 ($1,338,750) $658,478 $1,634,695 PEO Equity Component of CAP for FY2021: Equity Type Fair Value of Current Year Equity Awards at 12/31/21 Change in Value of Prior Years’ Awards Unvested at 12/31/21 Change in Value of Prior Years’ Awards That Vested in FY2021 Equity Value Included in CAP (a) (b) (c) (d) = (a) + (b) + (c) PSUs $727,900 ($352,489) $0 $375,412 RSUs $338,558 ($59,004) $3,512 $283,066 Total $1,066,458 ($411,492) $3,512 $658,478 PEO Equity Component of CAP for FY2022: Equity Type Fair Value of Current Year Equity Awards at 12/31/22 Change in Value of Prior Years’ Awards Unvested at 12/31/22 Change in Value of Prior Years’ Awards That Vested in FY2022 Equity Value Included in CAP (a) (b) (c) (d) = (a) + (b) + (c) PSUs $734,598 ($26,086) ($443,751) $264,760 RSUs $971,332 $209,319 $43,951 $1,224,601 Total $1,705,929 $183,233 ($399,801) 1,489,362 | ||
| Non-PEO NEO Average Total Compensation Amount | $ 990,990 | 973,839 | |
| Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,003,566 | 767,260 | |
| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | Average Non-PEO NEOs SCT Total to CAP Reconciliation: Year Salary Bonus and Non- Equity Incentive Compensation Other Compensation SCT Total Deductions from SCT Total Additions SCT Total CAP (1) (2) (3) 2022 $312,500 $326,937 $20,434 $990,990 ($331,118) $343,694 $1,003,566 2021 $276,667 $207,500 $19,339 $973,839 ($470,333) $263,754 $767,260 Average Non-PEO Equity Component of CAP for FY2021: Equity Type Fair Value of Current Year Equity Awards at 12/31/21 Change in Value of Prior Years’ Awards Unvested at 12/31/21 Change in Value of Prior Years’ Awards That Vested in FY2021 Equity Value Included in CAP (a) (b) (c) (d) = (a) + (b) + (c) PSUs $281,001 ($111,472) $17,565 $187,094 RSUs $93,667 ($19,012) $2,005 $76,660 Total $374,668 ($130,484) $19,570 $263,754 Average Non-PEO Equity Component of CAP for FY2022: Equity Type Fair Value of Current Year Equity Awards at 12/31/22 Change in Value of Prior Years’ Awards Unvested at 12/31/22 Change in Value of Prior Years’ Awards That Vested in FY2022 Equity Value Included in CAP (a) (b) (c) (d) = (a) + (b) + (c) PSUs $216,059 ($13,429) ($178,046) $24,584 RSUs $241,802 $63,522 $13,785 $319,110 Total $457,861 $50,094 ($164,261) $343,694 | ||
| Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Relationship between CAP and TSR As shown in the graph below, the PEO and average non-PEO NEO CAP amounts are aligned with the Company’s TSR (assuming an initial investment of $100 made on December 31, 2020) for the fiscal years ended December 31, 2021 and 2022. The dollar amounts in the graph are shown in thousands ($K). | ||
| Compensation Actually Paid vs. Net Income [Text Block] | Relationship between CAP and Net Income The graph below reflects the relationship between PEO and Average Non-PEO NEO CAP amounts and the Company’s net income for the fiscal years ending December 31, 2021 and 2022. As shown in the graph below, the PEO and Average Non-PEO NEO CAP amounts are aligned with the Company’s net income. The dollar amounts in the graph are shown in thousands ($K). | ||
| Total Shareholder Return Amount | $ 126 | 116 | |
| Net Income (Loss) | $ 28,741,000 | $ (46,252,000) | |
| PEO Name | Mr. Norton | Mr. Norton | |
| Non-PEO NEO [Member] | Salary | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | $ 312,500 | $ 276,667 | |
| Non-PEO NEO [Member] | Bonus and Non Equity Incentive Compensation | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 326,937 | 207,500 | |
| Non-PEO NEO [Member] | Other Compensation | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 20,434 | 19,339 | |
| Non-PEO NEO [Member] | Deductions from SCT Total | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | (331,118) | (470,333) | |
| Non-PEO NEO [Member] | Additions to SCT Total | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 343,694 | 263,754 | |
| Non-PEO NEO [Member] | Fair Value of Current Year Equity Awards | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 457,861 | 374,668 | |
| Non-PEO NEO [Member] | Change in Value of Prior Years Awards Unvested | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 50,094 | (130,484) | |
| Non-PEO NEO [Member] | Change in Value of Prior Years Awards That Vested | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | (164,261) | 19,570 | |
| Non-PEO NEO [Member] | Equity Value Included in CAP | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | $ 343,694 | $ 263,754 | |
| Non-PEO NEO [Member] | Mr Richard Trueblood | |||
| Pay vs Performance Disclosure [Table] | |||
| PEO Name | Mr. Trueblood | Mr. Trueblood | |
| Non-PEO NEO [Member] | Mr Patrick O Halloran | |||
| Pay vs Performance Disclosure [Table] | |||
| PEO Name | Mr. O’Halloran | Mr. O’Halloran | |
| Non-PEO NEO [Member] | Mr Damon Mote | |||
| Pay vs Performance Disclosure [Table] | |||
| PEO Name | Mr. Mote | ||
| Non-PEO NEO [Member] | PSU | Fair Value of Current Year Equity Awards | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | $ 216,059 | $ 281,001 | |
| Non-PEO NEO [Member] | PSU | Change in Value of Prior Years Awards Unvested | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | (13,429) | (111,472) | |
| Non-PEO NEO [Member] | PSU | Change in Value of Prior Years Awards That Vested | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | (178,046) | 17,565 | |
| Non-PEO NEO [Member] | PSU | Equity Value Included in CAP | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 24,584 | 187,094 | |
| Non-PEO NEO [Member] | RSU | Fair Value of Current Year Equity Awards | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 241,802 | 93,667 | |
| Non-PEO NEO [Member] | RSU | Change in Value of Prior Years Awards Unvested | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 63,522 | (19,012) | |
| Non-PEO NEO [Member] | RSU | Change in Value of Prior Years Awards That Vested | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 13,785 | 2,005 | |
| Non-PEO NEO [Member] | RSU | Equity Value Included in CAP | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 319,110 | 76,660 | |
| PEO [Member] | Salary | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 425,000 | 425,000 | |
| PEO [Member] | Bonus and Non Equity Incentive Compensation | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 692,500 | 531,250 | |
| PEO [Member] | Other Compensation | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 21,126 | 19,967 | |
| PEO [Member] | Deductions from SCT Total | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | (1,233,700) | (1,338,750) | |
| PEO [Member] | Additions to SCT Total | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 1,489,361 | 658,478 | |
| PEO [Member] | Fair Value of Current Year Equity Awards | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 1,705,929 | 1,066,458 | |
| PEO [Member] | Change in Value of Prior Years Awards Unvested | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 183,233 | (411,492) | |
| PEO [Member] | Change in Value of Prior Years Awards That Vested | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | (399,801) | 3,512 | |
| PEO [Member] | Equity Value Included in CAP | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 1,489,362 | 658,478 | |
| PEO [Member] | PSU | Fair Value of Current Year Equity Awards | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 734,598 | 727,900 | |
| PEO [Member] | PSU | Change in Value of Prior Years Awards Unvested | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | (26,086) | (352,489) | |
| PEO [Member] | PSU | Change in Value of Prior Years Awards That Vested | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | (443,751) | 0 | |
| PEO [Member] | PSU | Equity Value Included in CAP | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 264,760 | 375,412 | |
| PEO [Member] | RSU | Fair Value of Current Year Equity Awards | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 971,332 | 338,558 | |
| PEO [Member] | RSU | Change in Value of Prior Years Awards Unvested | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 209,319 | (59,004) | |
| PEO [Member] | RSU | Change in Value of Prior Years Awards That Vested | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | 43,951 | 3,512 | |
| PEO [Member] | RSU | Equity Value Included in CAP | |||
| Pay vs Performance Disclosure [Table] | |||
| Adjustment to Compensation Amount | $ 1,224,601 | $ 283,066 | |
| [1]The PEO in both reporting years is our CEO, Mr. Norton | |||