Joseph Adamo
GENCO SHIPPING & TRADINGAbout Joseph Adamo
Joseph Adamo (62) is Chief Accounting Officer, Treasurer, and Controller of Genco Shipping & Trading (GNK), serving as CAO since December 19, 2014 and with the company since June 2005 after roles as Controller and then Treasurer & Controller from April 2010 . He oversees GNK’s accounting and SEC reporting; prior roles include CFO at two private companies, turnaround consulting, and public accounting at Price Waterhouse; he holds a bachelor’s in accounting from Pace University and is a licensed CPA . Company performance drivers underpinning his incentive pay include 2024 Net Income of $76.5M and Adjusted EBITDA of $151.2M (up 49% YoY), and GNK’s five-year pay-versus-performance TSR profile ($100 → $184.94 in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Genco Shipping & Trading | Controller | 2005–Apr 2010 | Built core accounting processes and controls supporting public reporting . |
| Genco Shipping & Trading | Treasurer & Controller | Apr 2010–Dec 2014 | Led treasury and accounting; strengthened filings quality and efficiency . |
| Genco Shipping & Trading | Chief Accounting Officer | Dec 2014–present | Oversees accounting, internal controls, and SEC filings . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Price Waterhouse (PwC) | Public accounting | Not disclosed | Foundation in audit/accounting standards . |
| Private companies (two) | Chief Financial Officer | Not disclosed | Financial leadership and oversight . |
| Various | Turnaround consultant | Not disclosed | Restructuring advisory to distressed companies . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (set) |
|---|---|---|---|---|
| Base Salary ($) | 295,000 | 305,000 | 305,000 | 315,000 |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 50% | 50% |
Performance Compensation
| Component | Metric | Weight | Target/Scale | Actual Result | Payout ($) | Notes |
|---|---|---|---|---|---|---|
| Annual Incentive Plan (Cash) | Free Cash Flow | 60% | $55M target; $0 threshold (25%); $100M stretch (200%) | ~$86M (169% of target) | 231,000 | Board assessed team and individual goals at 125% each (20%+20%) . |
| Annual Incentive Plan (Cash) | Strategic Initiatives | 40% | Team (20%) and Individual (20%) goals | Above target (125% each) | Included in total 231,000 | Objectives covered SEC filings timeliness, AP automation, efficiency improvements . |
| Long-Term Incentive (PRSUs) | Relative TSR vs drybulk peer group | 50% | 25th pct (25%); 55th pct (100%); 85th pct (200%) | 2024–2026 measurement; vest post-period | Grant detail below | Monte Carlo valued; TSR uses 20-day averages and reinvested dividends; peers listed in proxy . |
| Long-Term Incentive (PRSUs) | Adjusted ROIC | 50% | 3.0% (25%); 6.0–6.5% (100%); 11.0% (200%) | 2024–2026 measurement; vest post-period | Grant detail below | Committee may adjust for extraordinary items; NOPAT basis . |
Equity Awards (Grants and Fair Value)
| Grant Date | Instrument | Shares Granted | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Feb 21, 2024 | RSUs | 6,879 | 124,991 | 1/3 each on Feb 23, 2025/2026/2027 . |
| Feb 21, 2024 | PRSUs | 6,879 | 148,827 | Performance over Jan 1, 2024–Dec 31, 2026 . |
| Apr 14, 2023 | RSUs | 7,669 | 125,005 | 1/3 on each of Feb 23, 2024/2025/2026 . |
| Apr 14, 2023 | PRSUs | 7,699 | 146,555 | Performance over Jan 1, 2023–Dec 31, 2025 . |
| Feb 23, 2022 | RSUs | 7,668 | 149,986 | 1/3 on each of Feb 23, 2023/2024/2025 . |
| Dec 23, 2022 | RSUs | 19,293 | 300,006 | 1/3 on each of Feb 23, 2024/2025/2026 . |
| 2025 Awards (set) | RSUs + PRSUs | Not stated (total value split 50/50) | 250,000 total | Same terms as 2024 cohort . |
Equity Ownership & Alignment
| Ownership Detail | Amount/Status |
|---|---|
| Beneficial ownership (common shares) | 26,829; <1% of outstanding . |
| Unvested RSUs/PRSUs outstanding (targets) | RSUs: 6,879 (2024), 5,113 (2023), 12,862 (2022), 2,556 (2022 cohort for 2021); PRSUs: 6,879 (2024), 7,669 (2023) . |
| Market value of unvested equity (12/31/2024) | $678,170 (at $13.94/share incl. accrued dividend equivalents) . |
| Upcoming RSU vestings | ~2,293 shares (2024 grant) + 2,556 (2023 grant) + 6,431 (2022 grant) scheduled for Feb 23, 2025; future tranches through 2026–2027 per grant schedules . |
| Hedging/Pledging | Execs prohibited from hedging or pledging GNK stock; only a grandfathered pledge disclosed for CEO, not Adamo . |
| Ownership guidelines | Execs must hold ≥2x salary (value at prior-year avg price) within 5 years; counting time-vested RSUs/stock, excluding options & unvested PRSUs . |
Employment Terms
- Severance/change-in-control equity treatment (no personal employment agreement disclosed):
- RSUs: If terminated without cause, 2024+ RSUs vest in full; earlier awards vest next yearly tranche; full vest if termination tied to a definitive change-in-control deal or within 12 months after qualifying combinations . Death/disability → pro-rata vest of next tranche .
- PRSUs: Under 2023 agreements, death/disability or termination without cause → pro-rata vest, settled based on actual performance at end of period; post-2023 agreements provide full vest at target upon termination without cause; full vest at target upon change-in-control if awards not assumed or within 12 months after change-in-control .
- Clawback: Mandatory recovery of erroneously awarded incentive-based compensation for current/former executive officers upon an accounting restatement (3-year lookback), regardless of misconduct .
- Equity award timing: GNK does not time grants around MNPI; no option-like awards granted to NEOs in 2024 .
Director/Committee Status
- Not a director; executive officer only .
Multi-Year Compensation (Joseph Adamo)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 295,000 | 305,000 | 305,000 |
| Stock Awards ($) | 449,992 | 271,560 | 273,818 |
| Non-Equity Incentive ($) | 176,000 | 160,000 | 231,000 |
| All Other Comp ($) | 24,400 | 29,700 | 31,050 |
| Total ($) | 945,392 | 766,260 | 840,868 |
Performance & Track Record
- 2024 team outcomes used for incentives: deleveraged ~$110M, TCE/benchmark outperformance, dividend formula enhancement, fleet renewal actions, #1 ESG ranking among 64 shipping companies, commercial platform outperformance, and robust investor engagement . These achievements drove FCF and strategic metrics underpinning Adamo’s AIP payout .
- 2024 pay-versus-performance context: CAP aligned to TSR and Adjusted EBITDA; company TSR peer-relative framework guides PRSUs .
Compensation Structure Analysis
- Increased emphasis on PRSUs tied to TSR and ROIC since 2023 (shift to focused metrics), improving pay-for-performance alignment versus prior discretionary RSU-heavy mix .
- No tax gross-ups; limited perquisites; anti-hedging/pledging strengthens alignment .
- Stock ownership guidelines (2x salary for execs) and clawback policy further support governance discipline .
Risk Indicators & Red Flags
- Pledging: CEO maintains a grandfathered pledge; no pledging disclosed for Adamo .
- Equity vesting acceleration terms include full vest at target in certain termination scenarios post-2023—monitor potential retention risk/accelerated vest dynamics if management changes occur .
- Say-on-pay support 87.8% in 2024 (down from 97.8% in 2022), but still comfortably passing—watch future trends for investor sentiment shifts .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 87.8% of votes cast; Compensation Committee retained framework without significant changes .
- 2022 say-on-pay approval: 97.8% of votes cast .
Investment Implications
- Alignment: Adamo’s incentives are tied to FCF and strategic execution (cash) and TSR/ROIC (equity), with multi-year PRSU measurement periods; governance (clawback, anti-hedging/pledging, ownership guidelines) is robust .
- Near-term supply from scheduled RSU vesting (Feb 2025 onward) could create liquidity but not necessarily selling pressure; PRSUs add performance gating through 2025–2026 .
- Retention: Post-2023 PRSU terms (full vest at target upon termination without cause) and RSU acceleration in specified scenarios modestly elevate retention risk if corporate transitions occur; however, absence of an individual employment agreement suggests standard company plan governance applies .
- Performance linkage: With 2024 EBITDA up 49% YoY and TSR embedded in PRSUs, compensation should remain sensitive to market/cycle outcomes—positive for pay-for-performance investors .