Kathleen C. Haines
GENCO SHIPPING & TRADINGAbout Kathleen C. Haines
Independent director at Genco Shipping & Trading Limited (GNK) since May 17, 2017; age 70. Former CFO/Treasurer of Heidmar (2012–2020) and CFO of OMI Corporation (1998–2007), with deep maritime finance and governance expertise. She is GNK’s Audit Committee Chair and designated “financial expert” under SEC rules, and also serves on the Compensation Committee; she previously served on the ESG Committee in 2024 before the mid-year refresh. Education: B.A. in Accounting, Texas Tech University; controllership graduate, University of Wisconsin School for Bank Administration. She is deemed independent by the Board under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heidmar Inc. | Chief Financial Officer & Treasurer; Executive Committee member | Jul 2012–May 2020 | Executive Committee oversaw strategy and marketing; led finance for tanker commercial manager (privately held) |
| Holbridge Capital Advisors | Principal (maritime-focused consulting/investment) | Prior to and after Heidmar (noted) | Maritime finance advisory; owner-operator perspective |
| Asia Pacific Carriers (Hong Kong) | Chief Financial Officer | 2010 | CFO role in Asia-based shipping entity |
| OMI Corporation (NYSE-listed, sold 2007) | CFO; CEO of post-sale transition company | CFO 1998–2007; Transition CEO May 2007–May 2008 | Led public-company finance and post-transaction transition |
| Orinoco Marine Consultancy Pvt. Ltd. (OMI affiliate) | Director | 2006–2008 | Oversight of technical management affiliate board |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sea Machines Robotics (private) | Advisory Board member | Since 2021 | Advises on autonomous marine tech strategy |
| OSG America LLC (public MLP; reacquired 2009) | Director | 2007–2009 | Audit Committee Chair; Conflicts Committee member |
| Seamen’s Church Institute | Trustee | Current | Audit Chair; Finance & Endowment; Governance/Nominating committees |
| Women’s International Shipping & Trading Association (U.S.) | Treasurer; Founding board member | Current | Industry leadership and advocacy |
| New York Maritime Association | Board member | Prior | Industry organization governance |
Board Governance
| Topic | Details |
|---|---|
| Independence | Board identifies Haines as independent under NYSE standards |
| Committees (2024) | Audit Committee: Chair (financial expert per Reg S-K 401(h)(2)); Compensation Committee: member (throughout 2024; membership shifted from Dolphin to Das effective Jul 1, 2024); ESG Committee: member until Jul 1, 2024 |
| Attendance & meetings (2024) | Board held 12 meetings; all directors attended ≥75% of Board and committee meetings; Audit (4), Compensation (6), Nominating & Corporate Governance (3), ESG (2) |
| Executive sessions | One executive session of independent directors held in 2024 |
| Board leadership | Independent Chairman separate from CEO |
| Key governance policies | Clawback policy adopted Nov 7, 2023; Anti-hedging and anti-pledging policy; Director/Officer stock ownership guidelines adopted 2024 |
| Say-on-pay 2024 | 87.8% support at May 23, 2024 meeting |
Fixed Compensation (Director, 2024)
| Component | Amount |
|---|---|
| Cash fees (annual retainer plus committee chair/member fees; prorated as applicable) | $106,250 |
| Equity grant (RSUs; grant date fair value) | $124,933 |
| Total | $231,243 |
| Director fee structure reference | Base annual fee $75,000 (non-Chair); Audit Chair +$20,000; Audit member +$10,000; Comp/NCG/ESG Chair +$15,000; member +$7,500; Chairman separate cash fees; RSUs granted to directors on May 23, 2024 (settle upon end of board service) |
GNK granted each non-Chair director RSUs for 5,776 shares on May 23, 2024 (valued at $125,000), with shares issued only upon director service termination; dividend equivalents are factored into grant date fair value.
Performance Compensation (Director equity mechanics)
| Element | Terms |
|---|---|
| RSU grant to Haines (2024) | 5,776 RSUs on May 23, 2024 (grant date value $125,000); shares not outstanding until service ends; dividend equivalents included in valuation |
| Settlement timing | Shares from director RSUs are issued when director’s service terminates (no current voting rights) |
| Performance metrics | None disclosed for directors; director RSUs are service-based (not performance-based) |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| OSG America LLC | Public MLP (during tenure) | Director; Audit Chair; Conflicts Committee | Historical service; no current interlock disclosed |
| Sea Machines Robotics | Private | Advisory Board member | No GNK related-party transaction disclosed |
| Seamen’s Church Institute | Non-profit | Trustee; Audit Chair | Proxy notes no charitable contributions to orgs with an independent director as executive officer above thresholds in 2022–2024 |
Expertise & Qualifications
- Financial expertise: Designated “financial expert” on Audit Committee; prior public-company CFO and maritime finance leadership roles .
- Industry experience: Decades across tanker/dry bulk shipping finance, operations, and governance (OMI, Heidmar, OSG America) .
- Professional affiliations: Member, American Institute of Certified Public Accountants (AICPA) .
- Education: B.A. Accounting (Texas Tech); University of Wisconsin School for Bank Administration controllership program .
Equity Ownership
| Measure | Amount/Detail |
|---|---|
| Common shares beneficially owned (as of Mar 28, 2025) | — (no currently outstanding shares; director RSUs settle upon service termination) |
| RSUs vested but deferred (issuable upon termination) | 77,264 shares may be issued in settlement of vested RSUs (incl. dividend equivalents) |
| 2024 RSU grant (plus dividend equivalents) | 6,159 shares may be issued from RSUs granted May 2024 (incl. dividend equivalents), vesting at the earlier of the 2025 AGM or 14 months post-grant; grant noted as May 23, 2024 (5,776 RSUs, $125,000) |
| Ownership guidelines (adopted 2024) | Directors: 4x annual cash retainer within 5 years; time-vested RSUs count; unvested PRSUs/options do not |
| Hedging/Pledging | Directors and officers prohibited from hedging and pledging Company equity; only a disclosed grandfathered pledge by the CEO exists; no pledge disclosure for Haines |
Governance Assessment
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Strengths
- Independent director and Audit Committee Chair with SEC “financial expert” designation; brings substantial public-company CFO and maritime finance credentials—supportive of audit quality and risk oversight .
- Strong process indicators: all directors ≥75% attendance; active committee cadence; executive sessions held; independent Chair separate from CEO .
- Shareholder-alignment policies: clawback (2023), anti-hedging/pledging, and robust stock ownership guidelines for directors (4x retainer) .
- Shareholder support: 2024 say-on-pay approval at 87.8% indicates constructive investor sentiment toward compensation governance .
-
Watch items / potential risks
- Director equity granted as RSUs that settle upon board service termination means no current voting power from those awards (alignment primarily economic, not voting). This is GNK’s stated design for director RSUs .
- No related-party transactions involving Haines are disclosed; Board’s related-person transaction policy requires independent review/approval; charitable contribution screen shows no flagged contributions in 2022–2024—both mitigate conflict risk .
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Committee coverage and evolution
- Haines remained on Compensation throughout 2024 (membership rotated from Dolphin to Das mid-year) and continued as Audit Chair; she stepped off the ESG Committee July 1, 2024—suggesting Board refresh and workload balancing while retaining core finance oversight in Audit .