James Small
Chief Administrative Officer, Senior Vice President, General Counsel & Secretary at International Seaways
Executive
About James Small
James D. Small III serves as Chief Administrative Officer, Senior Vice President, General Counsel & Secretary at International Seaways (INSW), with his employment agreement originally entered into with OSG on February 13, 2015 and assumed at INSW’s spin-off (November 30, 2016) . His pay is governed by a pay‑for‑performance framework: annual cash incentives tied to Earnings from Shipping Operations (ESO), business/operational metrics, and individual goals, plus PRSUs linked to three-year ROIC and relative TSR; in 2024 INSW achieved ESO of $514.2M (133.3% payout on that metric) and business/operational performance of 104% . INSW’s 2024 results included $1.0B shipping revenue and $583.3M Adjusted EBITDA, with strong balance sheet metrics; pay vs performance disclosures show TSR and ESO tracking over time .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in proxy filings reviewed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in proxy filings reviewed |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary (contract) | $530,000 | $555,000 | $565,000 |
| Actual Salary Received | $529,433 | $575,865 | — |
| Target Bonus % (of base) | 100% | 100% | 100% |
| Actual Annual Cash Incentive Paid | $696,335 (paid Mar-2024) | $672,105 (paid Mar-2025) | — |
Performance Compensation
Annual Cash Incentive (2024 design and outcome)
| Component | Weight (James) | Target | Actual 2024 | Payout Factor | Notes/Vesting |
|---|---|---|---|---|---|
| Earnings from Shipping Operations (ESO) | 60% | $343.384M (100% level) | $514.190M | 133.3% | Annual cash; paid Mar-2025 |
| Business/Operational Metrics | 10% | Defined metrics (TCE vs market; safety; budget; propulsion efficiency) | 104% overall score | 104% (0–130% range) | Annual cash; paid Mar-2025 |
| Individual Performance Goals | 30% | Set annually by Compensation Committee | Above target (specific % not disclosed) | >100% (exact not disclosed) | Annual cash; paid Mar-2025 |
Long-Term Equity (RSUs and PRSUs)
| Metric | Weight | Threshold | Target | Maximum | Payout Range | Vesting |
|---|---|---|---|---|---|---|
| ROIC (3-year cumulative) | 50% of PRSUs | 7.35% | 10.35% | 13.35% | 50%–150% | 12/31/2026, subject to certification by 3/15/2027 |
| Relative TSR vs tanker peers | 50% of PRSUs | 25th percentile | 50th percentile | 90th percentile | 50%–150% (capped at 100% if absolute TSR negative) | 12/31/2026, subject to certification by 3/15/2027 |
Equity Grants Detail (James Small)
| Grant Date | Type | Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| 3/14/2024 | RSUs | 6,603 | $347,120 | 1/3 on 3/14/2025, 3/14/2026, 3/14/2027 |
| 3/14/2024 | PRSUs (target) | 6,604 | $309,232 (target); $463,848 (max) | 12/31/2026, performance-certified by 3/15/2027 |
| 3/8/2023 | RSUs | 4,600 | $331,250 target grant value | 1/3 on 3/8/2024, 3/8/2025, 3/8/2026 |
| 3/8/2023 | PRSUs (target) | 6,900 | $331,250 target grant value | 12/31/2025, performance-certified by 3/15/2026 |
Outstanding Equity Awards (as of 12/31/2024)
| Type | Units | Key Terms |
|---|---|---|
| Options (exercisable) | 10,187 @ $21.58 strike; expire 3/17/2031 | |
| RSUs (unvested) | 5,885 (2022 tranche); 9,416 (2022 tranche) — both vested 4/7/2025 | |
| RSUs (unvested) | 4,600 (2023 tranche) — vest 3/8/2025 and 3/8/2026 | |
| RSUs (unvested) | 6,603 (2024) — vest 3/14/2025, 3/14/2026, 3/14/2027 | |
| PRSUs (unvested) | 6,900 (2023) — vest 12/31/2025, payout range up to 150% | |
| PRSUs (unvested) | 6,604 (2024) — vest 12/31/2026, payout range up to 150% |
Exercises and Vesting Activity (2024)
| Activity | Shares | Value |
|---|---|---|
| Options exercised (1/17/2024) | 20,622 | $617,069 realized |
| RSU/PRSUs vested (2024 total) | 42,786 RSUs and 22,066 PRSUs | $1,537,729 (RSUs); PRSUs valued at $35.94/share as disclosed |
Equity Ownership & Alignment
- Beneficial ownership: 84,479 shares; 0.2% of outstanding; includes 10,187 shares issuable on option exercise within 60 days .
- Stock ownership guidelines: Senior Vice Presidents must hold 2× base salary; directors and officers have met guidelines .
- Hedging/pledging: Company policy prohibits hedging and pledging of INSW stock by directors and employees .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Originally entered 2/13/2015 (OSG), assumed by INSW at spin-off |
| Target Annual Bonus | 100% of base salary |
| Severance (termination without cause or resignation for good reason) | 24 months’ salary continuation; $950,000 lump sum; accelerated vesting of all outstanding unvested time-based equity (performance-based awards treated per plan) |
| Pro rata bonus at separation | Pro rata target bonus ($555,000 if separation occurs at year-end under illustrative scenario) |
Potential Payments (illustrative, assuming separation on 12/31/2024)
| Component | Amount |
|---|---|
| Cash Severance Payment | $1,110,000 |
| Pro Rata Bonus Payment | $555,000 |
| Equity Awards (vested per terms) | $952,518 |
| Lump Sum Payment | $950,000 |
| Total | $3,567,518 |
Clawback and Other Policies
- Clawback: Incentive Compensation Recoupment Policy adopted Nov 2023 requires repayment/return of erroneously awarded compensation in accordance with SEC/NYSE rules; Board may require officers to repay performance- or time-based incentive compensation received in the past five fiscal years .
- No excise tax gross-ups; no defined benefit SERPs or special perquisites beyond excess liability coverage .
Perquisites and Other Compensation (2024)
| Component | Amount |
|---|---|
| Savings Plan match | $20,700 |
| Life insurance premiums | $1,158 |
| Medical/dental premiums | $498 |
| Disability premiums | $735 |
| Excess liability insurance | $2,889 |
| Total “All Other Compensation” | $25,980 |
Compensation Structure Analysis
- Mix and at-risk pay: Significant portion of total comp is variable (annual cash incentive tied to ESO/operational and PRSUs tied to ROIC/TSR), consistent with pay-for-performance .
- Performance metric evolution: PRSU ROIC target increased to 10.35% for 2024 grants from 8.57% in 2023, tightening hurdles; TSR component retains cap if absolute TSR negative .
- Governance signals: 2024 say‑on‑pay support >95.8%, reflecting shareholder endorsement of design; robust anti‑hedging/pledging and clawback policies reduce misalignment risk .
Compensation Peer Group (context for benchmarking and PRSU TSR)
- 2025 compensation peer group includes: Algoma Central, Bristow Group, Dorian LPG, Excelerate Energy, Genco Shipping & Trading, Genesis Energy L.P., Helix Energy Solutions, Kirby, Landstar System, Matson, Tidewater, TORM, World Kinect .
- PRSU TSR performance peer group (2024 grants): Ardmore Shipping, DHT Holdings, CMB.Tech, Frontline PLC, Scorpio Tankers, Tsakos, Teekay Tankers, TORM .
Investment Implications
- Alignment and upside: High at‑risk mix (ESO/operational/MBO plus ROIC/relative TSR PRSUs) aligns Small’s pay with profitability and shareholder returns; stronger ROIC target in 2024 raises performance bar .
- Near‑term selling pressure: Scheduled RSU vestings on 3/8/2025 and 3/14/2026/2027 and PRSU cliffs on 12/31/2025 and 12/31/2026 could add episodic supply as awards settle, though anti‑hedging/pledging mitigates risk of leverage-driven selling .
- Retention economics: Severance provides 24 months’ salary continuation plus $950k lump sum and time-based equity acceleration, reducing voluntary departure risk; performance awards remain contingent, preserving retention .
- Governance support: Strong 2024 say‑on‑pay approval and clawback policy lower governance red flags; no excise gross‑ups or SERPs limit pay bloat risk .