Craig Stevenson Jr.
About Craig H. Stevenson, Jr.
Craig H. Stevenson, Jr. (age 71) has served on the International Seaways (INSW) Board since July 2021. He is a former CEO/Chairman in the tanker industry, including CEO/President/Director of Diamond S until its July 2021 merger with INSW, founder/CEO of DSS Holdings L.P. (predecessor to Diamond S), and prior Chairman/CEO of OMI Corporation, which he oversaw through its 2007 sale; he holds a business administration degree from Lamar University . As of the 2025 proxy, the Board determined he is not independent under NYSE/SEC rules; he serves on no Board committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Seaways (INSW) | Director | July 2021–present | Committee membership: None . Board determined not independent . |
| Diamond S Shipping | CEO, President, Director | Mar 2019–July 2021 (merger with INSW) | Led company through merger into INSW . |
| DSS Holdings L.P. (predecessor to Diamond S) | Founder, CEO, President, Director | 2007–2019 | Founded and led platform that became Diamond S . |
| OMI Corporation | Chairman & CEO (joined as SVP–Commercial in 1993) | 1993–2007 (sale in 2007) | Oversaw company sale in 2007 . |
| INSW (post-merger) | Consultant | July 2021–January 2022 | Served as consultant following Diamond S merger . |
External Roles
| Organization | Role | Public Company? | Tenure/Notes |
|---|---|---|---|
| American Bureau of Shipping | Board/Other Organization | Not a current public board | Listed among “Other Boards & Organizations” . |
| SFL Corporation Limited (formerly Ship Finance International Limited) | Non-Executive Chairman; subsequently Director | Prior public company board | Prior service; not current . |
| Intermarine | Non-Executive Chairman | Prior role | Prior service; not current . |
| Other public company directorships (current) | — | None | “Mr. Stevenson does not currently serve on other public company boards” . |
Board Governance
- Independence status: Not independent under Corporate Governance Guidelines/NYSE; only Ms. Zabrocky and Mr. Stevenson were classified as non‑independent among nominees .
- Committees: None; he does not serve on Audit, Compensation, Governance, or Sustainability & Safety .
- Attendance and engagement: The Board met 9 times in 2024; each director attended at least 75% of Board and relevant committee meetings; all current directors attended the 2024 Annual Meeting .
- Executive sessions: Non‑management directors meet in executive session at each regular meeting; at least one session excludes non‑independent directors .
- Years of service on INSW Board: Since July 2021 .
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Non‑employee directors (full term) cash retainer in 2024 . |
| Committee chair fees | $0 | Not applicable; he chairs no committees . |
| Committee member fees | $0 | Not applicable; he is not a committee member . |
| Meeting fees | $0 | No fees for attending Board/committee meetings . |
| Cash actually paid (2024) | $80,000 | Per director compensation table . |
Performance Compensation (Equity)
| Element | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual restricted stock grant (non‑employee director) | June 13, 2024 | 2,011 shares | $115,000 | Vests on earlier of June 13, 2025 or date of 2025 Annual Meeting, subject to service . |
| 2024 stock awards recognized (reported value) | 2024 | — | $114,969 | Per director compensation table (grant-date FV accounting) . |
Notes: Equity granted under the 2020 Non‑Employee Director Incentive Compensation Plan; the Compensation Committee set annual equity at $115,000 for non‑employee directors in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None . |
| Other boards/organizations | American Bureau of Shipping (current); prior: Diamond S, SFL Corporation Limited, Intermarine . |
| Interlocks/potential conflicts | The proxy does not disclose current related‑party transactions involving Mr. Stevenson; Board monitors independence and potential conflicts annually . |
Expertise & Qualifications
- Deep tanker/shipping operating experience (CEO roles at Diamond S; DSS founder; OMI Chairman/CEO) .
- M&A execution (oversaw sale of OMI in 2007) .
- Education: Business administration degree from Lamar University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 189,716 shares | 0.4% of shares outstanding as of record date (April 16, 2025) . |
| Unvested restricted shares | 2,011 shares | Scheduled to vest June 10, 2025 per table note (director grant cycle) . |
| Indirect ownership | 65,075 shares | Held by an LLC he controls; he disclaims beneficial interest except to extent of his pecuniary interest . |
| Ownership guidelines | In compliance | Directors must hold ≥3× annual cash retainer within 5 years; all non‑employee directors were in compliance as of 12/31/2024 . |
| Hedging/pledging | Prohibited | INSW policy prohibits hedging and pledging by directors . |
Governance Assessment
- Strengths:
- Extensive sector expertise and prior CEO/Chairman experience support strategic oversight in shipping markets .
- Meaningful share ownership (189,716 shares, 0.4%) and compliance with director ownership guidelines align interests with shareholders .
- Company policies prohibit hedging/pledging, reinforcing alignment and risk discipline .
- Adequate attendance at Board/committee meetings and participation in Annual Meeting support engagement .
- Watch items / potential investor considerations:
- Non‑independent status and absence of committee assignments may limit independence optics and direct influence on key oversight committees (Audit/Compensation/Governance) .
- Prior consultancy to INSW post‑merger (July 2021–Jan 2022) and historical leadership of the merged entity (Diamond S) can present perceived legacy ties; the proxy provides no current related‑party arrangements beyond that history .
- A portion of holdings is via an LLC with a disclaimer of beneficial interest (65,075 shares), which can complicate transparency of effective economic exposure; nonetheless, overall ownership remains significant .
Director Compensation (Summary – 2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $80,000 |
| Stock Awards (grant-date FV) | $114,969 |
| Total | $194,969 |
Structure references: Cash retainer $80,000 (non‑employee directors); committee chairs/members paid additional retainers (not applicable to Stevenson); no meeting fees; equity grants set at $115,000 for non‑employee directors in 2024, granted as 2,011 shares on June 13, 2024 with service‑based vesting to 2025 meeting date .
Board Governance (Committee Structure Reference)
- Standing committees: Audit; Compensation; Governance; Sustainability & Safety; all composed of independent directors; Stevenson is not a member of these committees .
- Audit Committee met 5 times in 2024; Compensation met 6; Governance met 7; Sustainability & Safety created Dec 2024 (no 2024 meetings) .
RED FLAGS:
- Non‑independent director classification .
- No committee assignments (limits direct oversight influence) .
Citations: