David Greenberg
About David I. Greenberg
Independent director of International Seaways (INSW), age 71, serving since June 2017. He is Managing Director at Cortina Partners LLC and brings deep governance, legal, and compliance expertise from senior roles at LRN (including CEO in 2020), Altria Group (SVP, Chief Compliance Officer), and earlier as a partner at Arnold & Porter; he holds a JD and MBA from the University of Chicago and attended Williams College . He is independent under NYSE standards, serves as Chair of the Corporate Governance and Risk Assessment Committee and is a member of the Audit Committee; all directors attended at least 75% of board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cortina Partners LLC | Managing Director | Current | Private equity investing across multiple industries |
| LRN Corporation | Special Advisor; CEO (2020); Executive Committee member | Special Advisor 2017–Mar 2022; Exec Comm 2008–2016 | Governance/ethics/compliance advisory to global companies |
| Altria Group (incl. Philip Morris USA/International, Kraft Foods, Miller Brewing) | SVP, Chief Compliance Officer; member of Corporate Management Committee | ~1988–2008 (20 years prior to 2008) | Built and led enterprise compliance and governance programs |
| Arnold & Porter | Partner | Earlier career | Corporate/legal advisory experience |
External Roles
| Organization | Role | Public/Private/Non-profit | Notes |
|---|---|---|---|
| Current public company boards | None | — | INSW biography states no current public boards |
| Acqua Recovery LLC | Chairman (prior) | Private | Prior board leadership |
| APCO Worldwide | Director (prior) | Private | Prior board role |
| Keystone Center | Chairman (prior) | Non-profit | Prior board leadership |
| Clean Tech Ltd. | Director (prior) | Private | Prior board role |
Board Governance
- Committee assignments: Chair, Corporate Governance and Risk Assessment Committee; Member, Audit Committee .
- Independence: Board determined he is independent; also independent for Audit Committee service .
- Attendance: Board met 9 times; Audit met 5 times; Governance met 7 times in 2024; each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑management directors meet in executive session at each regular board meeting; chaired by the non‑executive Chair .
- Governance policies: Code of Business Conduct and Ethics; insider trading policy prohibiting hedging and pledging; anti‑bribery policy; incentive compensation recoupment policy (clawback) .
- Related‑party transactions: None for 2024 through proxy date .
- Compensation Committee interlocks: None .
Fixed Compensation (Director)
| Component | Amount/Policy | 2024 Amount (Greenberg) |
|---|---|---|
| Annual cash retainer (non‑employee director) | $80,000 policy | Included in total |
| Committee chair fee | $20,000 for Compensation and Governance chairs; $25,000 for Audit chair | Governance Chair fee included |
| Committee membership fee | $10,000 per committee (non‑chair) | Audit member fee included |
| Meeting fees | None; no per‑meeting fees | — |
| Total fees earned (cash) | — | $110,000 (2024) |
Notes: Cash compensation is paid quarterly in advance. Sustainability & Safety Committee established Dec 2024; Greenberg is not listed as a member .
Performance Compensation (Director Equity)
| Grant | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual equity retainer (non‑employee director) | Jun 13, 2024 | 2,011 shares of common stock | $114,969 | Vest on earlier of Jun 13, 2025 or 2025 Annual Meeting, subject to service |
Structure: Annual equity for non‑employee directors is targeted at $115,000; awards are time‑based restricted stock (not performance‑based). The Director Plan authorizes equity awards to directors; no meeting or option awards disclosed for directors in 2024 .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior boards | Acqua Recovery LLC (Chairman); APCO Worldwide; Keystone Center (Chairman); Clean Tech Ltd. |
| Interlocks (Comp Committee) | None disclosed |
Expertise & Qualifications
- Governance, ethics, and compliance leadership (LRN CEO in 2020; long‑tenured Altria Chief Compliance Officer) .
- Legal background (partner at Arnold & Porter) and private equity investing (Cortina Partners) .
- Education: Williams College; JD and MBA from University of Chicago .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (incl. derivatives exercisable within 60 days) | 28,918 shares |
| Vested vs. unvested | Includes 2,011 unvested director shares vesting Jun 10, 2025 |
| Ownership as % of shares outstanding | Less than 0.1% (based on 49,338,204 shares outstanding) |
| Stock ownership guideline (directors) | 3× annual cash retainer; all non‑employee directors in compliance at 12/31/24 |
| Hedging/pledging | Prohibited under insider trading policy |
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Form 4 transactions (2024–proxy date) | Proxy does not enumerate director‑specific Form 4 trades; see Section 16 reporting status below |
| Section 16(a) compliance | All required reports timely in 2024 and through Apr 30, 2025 (one late initial report by Company Treasurer, not a director) |
Governance Assessment
- Positives (alignment and confidence signals)
- Independent director; chairs Governance Committee and serves on Audit, positioning him at the core of board oversight over independence, conflicts, cyber/data risk, and financial reporting .
- Strong attendance culture (≥75% for all directors); board/committee activity levels are robust (9 board, 5 audit, 7 governance meetings in 2024) .
- Director compensation structure is modest and balanced (cash retainer plus time‑based equity), with ownership guidelines (3× cash retainer) and anti‑hedging/pledging policy; directors are in compliance, supporting alignment with shareholders .
- No related‑party transactions; Compensation Committee interlocks absent; Say‑on‑Pay support high at 95.8% in 2024—indicative of shareholder confidence in governance and pay practices .
- Monitoring considerations
- He is not designated an Audit Committee Financial Expert (committee’s designated experts are Day, Blackley, Blankenship), so financial expert oversight relies on other members; Greenberg’s value-add centers on governance/compliance leadership .
- Equity awards for directors are time‑based (not performance‑conditioned); however, ownership guidelines and clawback regime for executives plus anti‑hedging mitigate misalignment risks .
Overall, David Greenberg’s profile reflects strong governance credentials, independence, committee leadership, and ownership alignment, with no identified conflicts or red flags in the latest proxy period .