Basil G. Mavroleon
GENCO SHIPPING & TRADINGAbout Basil G. Mavroleon
Independent director of Genco Shipping & Trading Limited (GNK); age 77; currently serving on the GNK Board since July 17, 2015, with prior GNK board service from July 27, 2005 to July 9, 2014. Four-plus decades in global shipping brokerage and project finance; educated at Windham College (Putney, VT). GNK’s Board has determined he is independent under NYSE rules, with an explicit review of his separate brokerage affiliation and recusal from related matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles R. Weber Company, Inc. | Managing Director; later Manager, Projects Group | MD ~25 years; Projects Jan 2009–Apr 2013 | One of the oldest tanker brokerages; led project brokerage and marine consulting |
| WeberSeas (Hellas) S.A. | Managing Director | Ongoing | Sale & purchase, newbuilding, marine projects, ship finance brokerage (Piraeus) |
| Azimuth Fund Management (Jersey) Limited | Chairman | 2003–Dec 2005 | Hedge fund focused on tanker FFAs and derivatives |
| Baltic Trading Ltd. | Director | Mar 15, 2010–Jul 17, 2015 | Board service prior to merger into GNK |
| Genco Shipping & Trading Limited | Director | Jul 27, 2005–Jul 9, 2014; since Jul 17, 2015 | Longstanding GNK board experience |
| New York World Scale Committee | Chairman | Not disclosed | Industry freight scale governance role |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Pyxis Tankers Inc. | Director | Not disclosed | Audit Committee; Nominating & Corporate Governance Committee |
| NAMMA (North American Maritime Ministry Association) | Advisory Board | Not disclosed | Advisory role |
| NAMEPA (North American Marine Environmental Protection Association) | Director Emeritus | Not disclosed | Marine environmental protection |
| Hellenic Chamber of Commerce; CMA; NYMAR; Maritime Foundation Knowledge Center; CAMEF | Member/Honorary Director | Not disclosed | Industry associations and education foundation |
Board Governance
- Committee assignments and chair roles (2024):
- Compensation Committee: Chair (throughout 2024; continued post-July 1, 2024) .
- Audit Committee: Member until July 1, 2024 (committee reconstituted thereafter) .
- Nominating & Corporate Governance Committee: Member during 2024 .
- ESG Committee: Member until July 1, 2024 (committee reconstituted thereafter) .
- Attendance and engagement:
- GNK Board met 12 times in 2024; all directors attended at least 75% of board and relevant committee meetings; one executive session of independent directors held .
- Independence determination:
- Independent director under NYSE standards. Board considered his independent contractor role at WeberSeas (broker introduced vessel sale buyers); GNK has not engaged WeberSeas since 2021; he received no payments and recused himself from vessel sale matters; relationship deemed not material .
- Committee activity levels (2024): Audit (4 meetings), Compensation (6), Nominating & Corporate Governance (3), ESG (2) .
- Compensation governance signals:
- Compensation Committee chaired by Mavroleon; uses independent consultant FW Cook; no compensation interlocks; maintains clawback policy per NYSE/SEC rules .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $106,250 | Annual director retainer with committee role fees, prorated for service changes |
| Stock Awards (RSUs) – Grant Date Fair Value | $124,933 | RSUs granted May 23, 2024; shares issued upon termination of board service |
| Total | $231,243 | Sum of cash and RSU grant-date value |
GNK Director Fee Schedule (policy):
- Annual director cash retainer: $75,000; Audit Chair $20,000; Audit member $10,000; Compensation/Nominating/ESG Chair $15,000; member fee $7,500; prorated as applicable .
- 2024 RSU grants: On May 23, 2024, Mavroleon received 5,776 RSUs valued at $125,000 (closing price basis); shares are issued only upon termination of board service .
Performance Compensation
- Directors do not receive performance-based pay; GNK director equity is granted as time-based RSUs with issuance deferred until service ends. No director performance metrics disclosed for compensation .
Other Directorships & Interlocks
| Company | Industry Link | Role/Committee | Potential Interlock Consideration |
|---|---|---|---|
| Pyxis Tankers Inc. | Tankers (maritime) | Director; Audit; Nominating & Corporate Governance | Same broad sector; no related-party dealings disclosed at GNK; Audit committee service limited per GNK policy (no more than two other audit committees) . |
Expertise & Qualifications
- 46+ years in shipping brokerage, project finance, sale & purchase, and derivatives; senior leadership at Charles R. Weber Company and WeberSeas (Hellas) S.A. .
- Governance roles across maritime associations; chairs industry freight scale committee; broad network in maritime ecosystem .
- Education: Windham College; board believes he strengthens GNK’s shipping, ship finance, and general business qualifications .
Equity Ownership
| Item | Quantity | Treatment/Notes |
|---|---|---|
| Common Shares Beneficially Owned | 739 | As of March 28, 2025; percentage “*” (<1%) |
| Vested RSUs (deferred until service ends) | 104,605 | Vested units, including dividend-equivalent RSUs, issuable upon service termination |
| 2024 Director RSUs (unvested) | 6,159 | RSUs granted May 30, 2024; vest on earlier of 2025 Annual Meeting date or 14 months after grant; not included in beneficial ownership count |
| Anti-Hedging/Pledging | Policy prohibits hedging/pledging of company equity by directors; no pledge disclosed for Mavroleon | One grandfathered pledge applies to CEO only; directors otherwise prohibited |
| Stock Ownership Guidelines | 4× annual cash retainer for directors; 5 years to comply; time-based RSUs count toward guidelines | PRSUs and unexercised options do not count |
Governance Assessment
- Positives
- Longstanding industry expertise; broad external network beneficial for market intelligence .
- Strong committee leadership as Chair of Compensation Committee; use of independent consultant; clawback policy adoption; no interlocks reported; active committee cadence .
- Independence affirmed with formal consideration of third-party brokerage affiliation; recusal enforced; no payments from GNK; GNK ceased brokerage engagement since 2021 .
- Director compensation mix balanced between cash retainer and deferred RSUs, aligning interests with shareholders via equity exposure .
- Board/committee attendance at or above 75%; robust board meeting schedule .
- Red Flags / Watch Items
- Potential perceived conflict due to WeberSeas brokerage role; mitigated by recusal and lack of economic benefit; continue monitoring any future GNK–WeberSeas interactions .
- Multi-company audit committee workload policy noted; ensure adherence if committee memberships expand (GNK limits audit committee members to ≤ two other audit committees) .
Contextual signal: GNK “Say on Pay” support was 87.8% in 2024—indicates shareholder alignment with compensation governance (oversight by the committee chaired by Mavroleon) .
Appendix: Committee History Snapshot (2024)
| Committee | Pre–July 1, 2024 Composition | Post–July 1, 2024 Composition | Meetings (2024) |
|---|---|---|---|
| Audit | Haines (Chair), Dolphin, Mavroleon | Haines (Chair), Dolphin, Regan | 4 |
| Compensation | Mavroleon (Chair), Dolphin, Haines | Mavroleon (Chair), Das, Haines | 6 |
| Nominating & Corporate Governance | Dolphin, Mavroleon, Orsel | Not disclosed change | 3 |
| ESG | Orsel (Chair), Haines, Mavroleon, Regan | Orsel (Chair), Das, Regan | 2 |