Derek Solon
About Derek Solon
Senior Vice President and Chief Commercial Officer at International Seaways (INSW); elevated from Vice President to Senior Vice President in March 2020 and named a Named Executive Officer (NEO) for 2022–2024. INSW’s performance backdrop during his tenure: 2024 Adjusted EBITDA $583.3M vs. $723.8M in 2023 and TCE Revenues ~$0.9B in 2024; the company returned $309.4M to shareholders in 2024 and $284.4M in dividends, reflecting disciplined capital allocation in a cyclical market . Pay-vs-performance shows INSW’s $100 TSR value at $180.44 in 2024 (up from $141.60 in 2022), with ESO at $514.19M in 2024 (down from $670.43M in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Seaways, Inc. | Senior Vice President (Chief Commercial Officer); previously Vice President | Role upgraded March 16, 2020; NEO in 2022–2024 | Leads commercial performance tied to TCE metrics used in annual incentives; NEO role confirmed in proxies |
External Roles
No public external directorships disclosed in INSW’s proxy statements for Derek G. Solon .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $374,192 | $410,000 | $435,000 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Actual Annual Incentive Paid ($) | $395,912 (paid in 2023 for 2022) | $489,005 (paid in 2024 for 2023) | $501,526 (paid in 2025 for 2024) |
Performance Compensation
Annual Cash Incentive – 2024 Design and Outcome
| Metric | Weighting | Target | Actual Achievement | Payout Factor | Notes |
|---|---|---|---|---|---|
| ESO (Earnings from Shipping Operations) | 33.3% | 100% achievement = $343.4M ESO; scale 70–130% achievement → 50–150% payout | 120% achievement (ESO $514.2M) | 133.3% | Non-GAAP measure reconciled in proxy |
| Business/Operational Score | 33.3% | 100% | 104% | 104% | TCE vs market peers; safety; vetting; time-not-earning; environmental propulsion efficiency |
| Individual Goals (MBO) | 33.4% | 100% | Above target | Up to 130% | Strategy, customer engagement, capital allocation, risk & sustainability initiatives |
Long-Term Equity Awards
| Grant Year | Instrument | Grant Date | Target Units | Fair Value at Grant ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|---|
| 2024 | RSUs (time-based) | 3/14/2024 | 5,176 | Included in $514,469 total equity value | 1/3 each on 3/14/2025, 3/14/2026, 3/14/2027 | Service only |
| 2024 | PRSUs (performance-based) | 3/14/2024 | 5,176 | Included in $514,469 total equity value | Cliff on 12/31/2026; settle by 3/15/2027 | 50–150% payout split equally on two metrics: 3-yr ROIC (target 10.35%; 7.35%→50%; 13.35%→150%) and relative TSR vs Performance Peer Group; TSR capped at 100% if absolute TSR negative |
| 2023 | RSUs (time-based) | 3/08/2023 | 3,559 (unvested at 12/31/2024) | Part of 2023 $512,500 equity value | 1/2 vested 3/8/2025; 1/2 vests 3/8/2026 | Service only |
| 2023 | PRSUs (performance-based) | 3/08/2023 | 5,338 (unvested at 12/31/2024) | Part of 2023 $512,500 equity value | Vest 12/31/2025; max 150% | 3-yr ROIC (target 8.57%; 5.57%→50%; 11.57%→150%) and relative TSR vs specified peer group |
| 2022 | RSUs (time-based) | 2022 grants | 4,410 and 7,054 (unvested at 12/31/2024) | n/a | Vested 4/7/2025 | Service only |
| 2022 | PRSUs (performance-based) | 2022 grants | n/a | n/a | Vested 12/31/2024; payout: 150% for half, 100% for half | Prior cycle performance certification |
Option awards outstanding (in-the-money at $35.94 share price on 12/31/2024): 3,673 @ $21.93 exp. 4/2/2030; 9,324 @ $21.58 exp. 3/17/2031 . No options exercised in 2024; vested RSU/PRSUs delivered 31,916 shares with $1,147,061 value in 2024 .
Equity Ownership & Alignment
| Item | Value | Details |
|---|---|---|
| Beneficial Ownership (Record Date 4/16/2025) | 70,390 shares; 0.1% | Includes 12,997 shares issuable upon option exercise within 60 days |
| Unvested Time-Based RSUs (12/31/2024) | 20,199 units | 4,410 + 7,054 (2022); 3,559 (2023); 5,176 (2024); market values disclosed at $35.94 |
| Outstanding PRSUs (unvested at 12/31/2024) | 10,514 target units | 5,338 (2023) + 5,176 (2024); max payout 150% subject to ROIC/TSR |
| Options (exercisable) | 12,997 | Strikes and expirations as above |
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of INSW securities for directors and employees .
- Stock ownership guidelines: Senior Vice Presidents required to hold 2× base salary; executives and directors are in compliance .
Employment Terms
| Term | Provision |
|---|---|
| Contract | Standard offer letter (no formal executive employment agreement); service credited as 26 years for severance plan and equity letter terms |
| Severance (termination without cause or resignation for good reason, including change-in-control) | Cash severance equal to 12 months base salary ($435,000) plus a 12-month bonus at target ($435,000); total $870,000 as of 12/31/2024 |
| Pro-rata bonus (year of termination) | Not applicable (0) |
| Equity treatment on separation | Unvested RSUs and options vest only if separation is for “good reason” and within 12 months of a “change in control”; otherwise forfeited. All PRSUs forfeited on separation |
| Clawback | Executive incentive compensation subject to recoupment per SEC and NYSE listing standards; discretionary recoupment for officers over prior five fiscal years |
Compensation Structure Analysis
- Pay mix and performance linkage: Annual incentive equally weights ESO (33.3%), business/operational metrics (33.3%), and individual goals (33.4), directly tying cash outcomes to fleet TCE performance, safety/operational readiness, and execution of strategic initiatives; 2024 ESO achieved 120% → 133.3% payout factor; business/operational scored 104% .
- Shift in equity emphasis: Equity grants comprise balanced RSUs and PRSUs; 2024 PRSUs hinge on ROIC and relative TSR with 50–150% funding, strengthening pay-for-performance alignment; 2022 PRSUs paid out at 150% for half and 100% for half, evidencing realized performance linkage .
- 2025 outlook: Equity grant sizing increased to ~150% of base salary for Solon (equal split RSUs/PRSUs) under Board-approved design using 20-day VWAP, maintaining performance components .
- Hedging/pledging prohibited; stock ownership guidelines enforced and met, reducing misalignment risks .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment – INSW TSR | $141.60 | $202.40 | $180.44 |
| ESO ($MM) | $484.22 | $670.43 | $514.19 |
Key company achievements during period: 2024 shipping revenues ~$1.0B and Adjusted EBITDA $583.3M; liquidity increased to $632.2M; significant shareholder returns and fleet optimization amid rate cyclicality . Say-on-pay approval reached ~95.8% in 2024, reflecting shareholder endorsement after earlier years of debate; ROIC targets in PRSUs were raised based on feedback .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited, reducing alignment concerns .
- Related-party transactions: None during 2024 through proxy date .
- Clawbacks: Adopted compliant recoupment policy .
- Insider selling pressure: 2025–2027 RSU/PRSU vesting schedules create potential supply events, but 2024 showed no option exercises and large grants remain performance-contingent; trading plans permitted only without MNPI .
Compensation Peer Group (Benchmarking)
- Compensation benchmarking peer group used in 2024 included Algoma Central, Genesis Energy, Dorian LPG, Kirby, Eagle Bulk, Euronav, Matson, Tidewater, Genco Shipping, and TORM .
- Performance peer group for PRSUs (2024 grants) included Ardmore Shipping, DHT Holdings, Cmb.Tech, Frontline, Scorpio Tankers, Tsakos Energy Navigation, Teekay Tankers, and TORM .
Equity Ownership & Pledging
- Beneficial ownership: 70,390 shares (0.1%), including 12,997 option shares exercisable within 60 days .
- Pledging: Prohibited by company policy; executives comply with stock ownership guidelines (SVPs: 2× base salary) .
Employment Terms (Severance and Change-of-Control Economics)
- Severance economics: $870,000 total (salary + target bonus) under termination without cause/for good reason; no pro-rata bonus; equity vests only under double-trigger (good reason within 12 months post-change-in-control) .
- No formal executive employment agreement; standard offer letter plus credited service for severance plan .
Investment Implications
- Alignment: Strong linkage of variable pay to ESO, operational metrics, and PRSU performance (ROIC/relative TSR) supports alignment with shareholder value creation; PRSUs provide leverage to multi-year outcomes .
- Retention/pressure: Upcoming RSU/PRSU vesting schedules and 2025 grant sizing (150% of base) support retention; anti-hedging/pledging policy and ownership guidelines mitigate misalignment and undue leverage risks .
- Change-of-control sensitivity: Double-trigger equity vesting and 12-month cash severance + bonus limit windfall risk while preserving executive mobility under transactions .
- Execution context: Commercial leadership sits against cyclical tanker rates; company-level TSR and ESO trends demonstrate cycle capture; pay outcomes (e.g., 2022 PRSU vesting at up-to-150%) confirm realized value on performance .