John C. Wobensmith
GENCO SHIPPING & TRADINGAbout John C. Wobensmith
John C. Wobensmith is Chief Executive Officer (since March 23, 2017), President (since December 19, 2014), Secretary, and a Director of Genco Shipping & Trading Limited; he has served as a director since May 29, 2021 and previously was Genco’s CFO and Principal Accounting Officer from April 2005 to 2014 and President/CFO of Baltic Trading until its merger with Genco in 2015 . He holds a B.A. in economics from St. Mary’s College of Maryland, is Treasurer of its Board of Trustees, and is a Chartered Financial Analyst (CFA) charterholder . Pay-versus-performance disclosure shows 2024 net income of $76.5 million and Adjusted EBITDA of $151.2 million; the Company cites Adjusted EBITDA as the most important performance measure used to link compensation to performance . In 2024 management highlights included deleveraging ~$110 million of debt, 49% YoY Adjusted EBITDA growth to $151.2 million, and continued dividend framework execution (22 consecutive quarters; $1.46/share in 2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Genco Shipping & Trading Limited | CFO & Principal Accounting Officer | 2005–2014 | Led finance, accounting and capital markets activities prior to elevation to President; involved in corporate finance for the shipping platform . |
| Baltic Trading Limited (merged into Genco 2015) | President, CFO, Principal Accounting Officer, Secretary & Treasurer | 2010–2015 | Senior leadership across finance and operations until merger with Genco . |
| AMA Capital Partners (formerly American Marine Advisors) | Senior Vice President | Pre-2005 | Involved in M&A, equity fund management, debt and equity placement in the shipping industry . |
| First National Bank of Maryland | International maritime lending; Vice President (from 1998) | 1993–2000 | Maritime lending and credit; progressed to VP in 1998 . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ultrapetrol (Bahamas) Limited | Director | 2016–2017 | Marine transportation company . |
| St. Mary’s College of Maryland | Board of Trustees (Treasurer) | Current | Appointed by the Governor of Maryland; also alma mater . |
Fixed Compensation
| Year | Base salary ($) | 401(k) company match ($) | Other fixed perquisites |
|---|---|---|---|
| 2022 | 685,000 | 24,400 | Company-paid life insurance premiums ($20,000) . |
| 2023 | 700,000 | 29,700 | Company-paid life insurance premiums ($20,000) . |
| 2024 | 700,000 | 31,050 | Company-paid life insurance premiums ($20,000) . |
| 2025 (set) | 725,000 | — | Salary increase effective Jan 1, 2025; target bonus unchanged (125% of salary) . |
Notes: 2025 salary increased to $725,000; 2025 target bonus remains 125% of salary . 401(k) match for named executives capped at $31,050 in 2024 .
Performance Compensation
Annual Cash Incentive – 2024 framework and payout
| Metric | Weight | Threshold / Target / Stretch | 2024 result | Payout vs target |
|---|---|---|---|---|
| Free Cash Flow (FCF) | 60% | $0 / $55m / $100m | ~$86m | 169% of metric target (linear scale) . |
| Strategic Initiatives (team + individual) | 40% (20% team, 20% individual) | Board-established goals | Above target | 125% for each component . |
| CEO target bonus and actual payout | — | Target = 125% of salary ($875,000) | — | $1,325,000 paid . |
Footnotes: FCF computed as EBITDA less drydocking/BWTS/ESD capex, less projected debt repayment and interest, adjusted for items; Board deemed team and individual objectives above target at 125% .
Long-Term Incentives – 2024 grants (RSUs and PRSUs)
| Component | 2024 target value ($) | Vesting / Performance | Grant specifics |
|---|---|---|---|
| Time-based RSUs | 700,000 | Vest ratably 1/3 on each of the first three anniversaries of Feb 23, 2024 | 38,525 RSUs granted on Feb 21, 2024 (grant-date FV $699,999) . |
| Performance RSUs (PRSUs) | 1,000,000 | 3-year measurement (Jan 1, 2024–Dec 31, 2026); metrics below | 55,036 PRSUs granted (grant-date FV $1,190,704) . |
PRSUs – performance design (2024 award):
- Relative TSR vs drybulk performance peer group: 50% weight; 25th percentile (25%), 55th (100%), 85th (200%) .
- ROIC (adjusted): 50% weight; 3.0% (25%), 6.0–6.5% (100%), 11.0% (200%) .
2025 compensation decisions (forward-looking structure)
| Item | 2025 terms |
|---|---|
| CEO base salary | $725,000 effective Jan 1, 2025 . |
| Target cash bonus | 125% of salary . |
| Equity mix | RSUs and PRSUs on same terms as 2024; CEO awards sized at $760,000 (RSUs) and $1,140,000 (PRSUs) using grant-date closing price . |
Multi-year summary compensation (reported totals)
| Year | Salary ($) | Stock awards ($) | Non-equity incentive ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 700,000 | 1,890,703 | 1,325,000 | 51,050 | 3,966,753 . |
| 2023 | 700,000 | 1,412,044 | 1,005,000 | 49,700 | 3,166,744 . |
| 2022 | 685,000 | 3,149,984 | 1,027,000 | 44,400 | 4,906,384 . |
Say-on-pay support: 87.8% approval at May 23, 2024 shareholders’ meeting; Committee made no significant changes as a result . Comparator group used for benchmarking includes 13 shipping/energy peers (e.g., DHT, Dorian LPG, International Seaways, Tidewater, W&T Offshore) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (3/28/2025) | 743,654 shares (1.72% of 42,959,464 shares outstanding) . |
| Pledged shares | 365,246 shares pledged for personal loans (grandfathered under anti-pledging policy and disclosed to the Board) . |
| Unvested awards at 12/31/2024 | 55,036 PRSUs (target) and 38,525 RSUs (2024 grants); plus prior-year unvested RSUs/PRSUs per table; total unvested units 290,593 (market/payout value $4,779,034 at $13.94 on 12/31/2024) . |
| Options outstanding (exercisable) | 16,691 @ $8.065 exp. 3/4/2025; 168,539 @ $7.06 exp. 2/25/2026; 69,284 @ $9.91 exp. 2/23/2027; all currently vested and exercisable . |
| RSU/PRSU vesting cadence | 2024 RSUs vest 1/3 annually on each of the first three anniversaries of Feb 23, 2024; 2024 PRSUs vest based on 3-year performance (2024–2026) . |
| 2024 equity settled | 71,320 shares vested (value realized $1,582,019); no CEO option exercises in 2024 . |
| Stock ownership guidelines | Adopted 2024: CEO 4x base salary (5-year compliance window); counts time-vested RSUs but excludes unvested PRSUs and unexercised options . |
| Anti-hedging/pledging | Hedging of compensatory equity and new pledges prohibited; one grandfathered pledge allowed (see above) . |
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Employment agreement dated Sept 21, 2007; amended in 2014, 2015, 2017, 2019; auto-renews annually unless notice given 90 days prior to term-end . |
| Base salary floor | Salary may be increased but not decreased; set at $650,000 under Mar 23, 2017 amendment (subsequently increased by Board) . |
| Bonus eligibility | Discretionary under agreement; governed by Annual Incentive Plan (AIP) today . |
| Benefits | Company-paid life and long-term disability insurance (≤$20,000/year) . |
| Covenants | Confidentiality (3 years), non-solicitation (2 years), non-compete (2 years; certain provisions limited to 6 months post-CoC or following no-cause/good-reason separation) . |
| Severance (no CoC) | If terminated without cause or for good reason: (i) pro rata bonus formula; (ii) 2x average of prior 3 years’ annual incentive awards; (iii) 2x base salary; (iv) 2 years of medical/dental/LTD/life benefits . |
| Severance (within 2 years post-CoC) | Multiples increase to 3x; benefits coverage extended to 3 years; pro rata mechanics as specified . |
| Excise tax treatment | “Best net” approach (pay full and pay excise tax, or reduce to avoid excise) . |
Severance amounts (as of 12/31/2024, illustrative):
- Termination without cause/good reason within 2 years post-CoC: Cash severance $6,142,667; PV of continued benefits $251,580 .
- Termination without cause/good reason (no CoC): Cash severance $4,432,000; PV of continued benefits $149,540 .
- Death or disability: Cash severance $1,710,667; PV of continued benefits $76,776 .
Equity acceleration (as of 12/31/2024, target for PRSUs, $13.94 stock price):
- Under change of control: CEO RSUs $2,732,798; PRSUs $1,323,087 .
- Termination without cause: CEO RSUs $1,249,910; PRSUs $1,137,792 .
- Death or disability: CEO RSUs $743,236; PRSUs $626,324 .
Clawback: Board adopted an Exchange Act Rule 10D-1–compliant policy on Nov 7, 2023 requiring recovery of erroneously awarded incentive-based compensation for the 3 prior completed fiscal years upon a required restatement (no misconduct requirement) .
Board Governance
- Role and independence: Wobensmith serves as CEO, President, Secretary, and Director; he is not independent (all other six directors are independent under NYSE rules) .
- Board leadership: Chairman is separate from CEO, facilitating independent oversight and executive sessions (one independent directors’ session held in 2024) .
- Committees: Compensation, Audit, Nominating & Corporate Governance, and ESG committees are fully independent; as an executive-director, he is not on these committees .
- Board activity: 12 Board meetings in 2024; all directors attended ≥75% of Board/committee meetings; 7 directors attended the 2024 Annual Meeting .
- Director pay (context): Directors other than Wobensmith received cash retainers/committee fees and annual RSU grants (e.g., Chairman: cash $175,000 and RSUs $199,997 in 2024) .
Performance & Track Record
- 2024 results used in pay-versus-performance: Net Income $76.5 million; Adjusted EBITDA $151.2 million; cumulative TSR index value $184.94 off a $100 base; Company identifies Adjusted EBITDA as the most important performance measure linking pay to performance .
- 2024 strategic achievements: ~$110 million voluntary debt repayment; dividend framework enhancement (excluded drydocking capex from calculation); fleet renewal (acquisitions of 2016-built scrubber-fitted Capes; sale of older Capes/Supramax to avoid ~$14m drydocking); #1 rank in Webber Research ESG for 4th straight year .
Equity Award Mechanics and Outstanding Grants (detail)
| Instrument | Quantity | Terms |
|---|---|---|
| Options | 16,691 | Strike $8.065; exp 3/4/2025 (vested) . |
| Options | 168,539 | Strike $7.06; exp 2/25/2026 (vested) . |
| Options | 69,284 | Strike $9.91; exp 2/23/2027 (vested) . |
| 2024 RSUs | 38,525 | 1/3 vest annually from Feb 23, 2024 . |
| 2024 PRSUs (target) | 55,036 | 3-year performance (RTSR, ROIC) through Dec 31, 2026 . |
Change-in-control equity treatment (CEO):
- RSUs: “Modified double trigger” – full vesting 6 months after CoC subject to continued employment, or immediate vesting if not assumed by acquirer; additional no-cause/good-reason protections and special rules around pending transactions/combinations apply .
- PRSUs: Vest at target 6 months after CoC (or immediately if not assumed); 2023 agreements provide pro-rata/actual performance vesting for certain separations; post-2023 agreements vest in full at target upon no-cause/good-reason separations (with specified conditions) .
Say-on-Pay & Shareholder Feedback
- Say-on-pay vote support: 87.8% in 2024; Committee determined no significant changes were required .
- Ownership policies: 2024 adoption of executive/director stock ownership guidelines (CEO 4x salary; directors 4x retainer; 5-year compliance window) .
- Anti-hedging/pledging: Prohibitions adopted; grandfathered pledge disclosed (see above) .
Employment Agreements and 8-K Updates (last 3 years)
- No new CEO agreement changes disclosed in 8-Ks during 2023–2024; other officer appointments and separations were disclosed (e.g., CFO transition to Peter Allen effective June 16, 2023; compensation terms for CFO) .
- Board refresh: Appointment of director Paramita Das (March 4, 2024) .
Investment Implications
- Pay-for-performance alignment: Annual bonus is 60% tied to FCF and 40% to strategic initiatives; LTI places at least 50% in PRSUs tied to relative TSR and ROIC over three years, directly linking pay to shareholder outcomes and capital efficiency .
- Retention posture and potential overhang: Significant unvested equity ($4.78m notional at 12/31/2024) and robust severance protections (2x–3x salary and average bonus, with CoC step-up) support retention but increase potential change-in-control costs; equity acceleration terms should be considered in M&A scenarios .
- Insider selling pressure: 2024 saw 71,320 shares vesting for the CEO (no option exercises), which can create periodic supply; additionally, 365,246 shares are pledged under a grandfathered exception, which some investors view as a governance risk as it may introduce forced-sale risk under adverse conditions .
- Governance mitigants: Separate Chair/CEO structure, fully independent key committees, and executive sessions provide counterbalance to CEO/Director dual role; say-on-pay support remains healthy (87.8%) .
Appendix – Board Service and Committees (context)
- Independent directors: James G. Dolphin (Chair), Paramita Das, Kathleen C. Haines, Basil G. Mavroleon, Karin Y. Orsel, Arthur L. Regan .
- Committees in 2024: Audit (Haines—Chair; Dolphin; Regan), Compensation (Mavroleon—Chair; Das; Haines), Nominating & Corporate Governance (Dolphin; Mavroleon; Orsel), ESG (Orsel—Chair; Das; Regan) .