Jeffrey Pribor
About Jeffrey Pribor
Jeffrey D. Pribor, 67, has served as International Seaways’ Chief Financial Officer and Senior Vice President since November 2016; he also served as Treasurer from November 2016 until January 2025 . Prior roles include Global Head of Maritime Investment Banking at Jefferies (2013–2016), CFO of General Maritime (2004–2013), senior banking roles at DnB NOR Markets (2002–2004) and ABN AMRO (2001–2002) . INSW delivered shipping revenues of $1.1B in 2023 and $1.0B in 2024, with Adjusted EBITDA of $724M in 2023 and $583M in 2024; TSR (value of $100 initial investment) stood at $180.44 by 2024 versus $141.60 in 2022 and $55.57 in 2020 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Seaways (INSW) | Chief Financial Officer & Senior Vice President | Nov 2016–present | Led finance as INSW scaled and delivered ~$1.0B revenue in 2024 and implemented capital allocation initiatives |
| International Seaways (INSW) | Treasurer | Nov 2016–Jan 2025 | Managed treasury through facility amendments and liquidity programs |
| Jefferies & Company, Inc. | Global Head of Maritime Investment Banking | 2013–2016 | Led maritime investment banking coverage and execution |
| General Maritime Corporation | Executive Vice President & Chief Financial Officer | Sep 2004–Feb 2013 | Oversaw finance at a leading tanker operator |
| DnB NOR Markets, Inc. | Managing Director & President | 2002–2004 | Led U.S. operations for maritime-focused bank |
| ABN AMRO | Managing Director & Group Head, Transportation Banking | 2001–2002 | Led transportation banking group |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jefferies & Company, Inc. | Global Head of Maritime Investment Banking | 2013–2016 | Built maritime coverage platform and origination |
| General Maritime Corporation | EVP & CFO | 2004–2013 | Financial leadership across cycles in tanker markets |
| DnB NOR Markets, Inc. | Managing Director & President | 2002–2004 | Bank leadership supporting maritime finance |
| ABN AMRO | MD & Group Head, Transportation Banking | 2001–2002 | Led transportation finance franchise |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (as set) |
|---|---|---|---|---|
| Salary paid ($) | 546,673 | 579,365 | 632,885 | — |
| Base salary set ($) | — | 580,000 | 610,000 | 625,000 (effective Jan 1, 2025) |
| Target bonus (%) | — | 100% | 100% | 110% |
| Actual annual bonus paid ($) | 734,982 (paid 2023) | 765,559 (paid 2024) | 743,468 (paid 2025) | — |
Performance Compensation
Annual Cash Incentive (2024)
| Component | Weighting | Target | Actual | Payout Factor | Vesting/Payment |
|---|---|---|---|---|---|
| Earnings from Shipping Operations (ESO) | 60% | $343.4M (100% achievement) | $514.2M | 133.3% | Cash paid Mar 2025 |
| Business/Operational Metrics | 10% | 100% | 104% | 104% | Cash paid Mar 2025 |
| Individual Performance Goals | 30% | 100% | Above target | >100% (Committee assessment) | Cash paid Mar 2025 |
Notes:
- 2024 ESO threshold schedule ranged from 70% ($98.3M) to 130% ($588.9M) achievement; actual ESO of $514.2M equated to 120% achievement and 133.3% payout .
- Overall 2024 annual cash incentive for Pribor was $743,468 .
Long-Term Equity Incentives
2024 Grants (March 14, 2024):
| Award Type | Grant date fair value ($) | Units (Target) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Time-based RSUs | 534,216 | 10,162 | 1/3 each on Mar 14, 2025/2026/2027 | Service-based |
| Performance RSUs (PRSUs) | 475,836 (target) | 10,162 (target); 5,081 threshold; 15,243 max | 100% on Dec 31, 2026; settle by Mar 15, 2027 | 50% ROIC (3-yr target 10.35%; 7.35% thresh; 13.35% max), 50% TSR vs peer; TSR capped at 100% if absolute TSR negative |
2023 Grants (March 8, 2023):
| Award Type | Grant date fair value ($) | Units (Target) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Time-based RSUs | — | 7,048 | 1/2 vested Mar 8, 2025; 1/2 vest Mar 8, 2026 | Service-based |
| Performance RSUs (PRSUs) | — | 10,572 (target) | 100% on Dec 31, 2025 | 3-yr ROIC target 8.57% (5.57% thresh; 11.57% max); TSR vs peer with 50/100/150% at 25th/50th/90th percentile; TSR capped at 100% if absolute TSR negative |
Grant date values for 2023 equity awards totaled $1,098,219 for Pribor (RSUs + PRSUs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 196,283 shares (includes 130,781 shares underlying exercisable options) — 0.4% of shares outstanding (49,338,204) |
| Options (exercisable) | 17,442 @ $19.13 exp. 3/29/2027; 28,995 @ $17.46 exp. 4/4/2028; 31,289 @ $17.21 exp. 4/5/2029; 26,342 @ $21.93 exp. 4/2/2030; 26,713 @ $21.58 exp. 3/17/2031 |
| Unvested RSUs (12/31/24) | 10,162 (2024 grant), 7,048 (2023 grant), 7,717 & 10,291 (2022 grants) — market value shown at $35.94 per share in table |
| Unvested PRSUs (12/31/24) | 10,572 (2023 cycle); 10,162 (2024 cycle) — payout subject to performance |
| 2024 realizations | Options exercised: 0; RSU/PRSUs vested: 54,561 shares; value realized $1,960,922 at $35.94 |
| Ownership/pledging | Anti-hedging and anti-pledging policy applies to directors and employees; stock ownership guidelines: Senior VPs must hold 2× base salary; management reports compliance |
Employment Terms
| Term | Key Provision |
|---|---|
| Employment agreement | Original dated Nov 9, 2016; amended multiple times including Mar 14, 2024 (base to $610,000) and Mar 12, 2025 (base to $625,000; target bonus to 110%) |
| Severance (no CoC) | 12 months’ base salary plus target bonus; pro-rata bonus based on actual achievement; accelerated vesting of next scheduled time-based awards; PRSUs vest pro-rata subject to performance |
| Severance (with CoC) | 18 months’ base salary plus target bonus; other terms as above |
| Potential payments (illustrative at 12/31/24) | Total $3,598,128 in a termination without cause/for good reason including in connection with a change in control; includes cash severance $915,000, pro-rata bonus $610,000, equity awards $2,073,128 |
| Clawback | Incentive Compensation Recoupment Policy adopted Nov 2023 under NYSE/Exchange Act rules |
| Deferred comp | No nonqualified deferrals in 2024 |
Compensation Structure Highlights and Peer Benchmarking
- Pay mix emphasizes at-risk compensation: annual ESO/business/individual metrics and multi-year PRSUs tied to ROIC and relative TSR; no excise tax gross-ups; long-term plan prohibits option repricing .
- 2024 say-on-pay approval was over 95.8%; 2022 and 2023 approvals were ~68% and ~64% (excl. broker non-votes), with 2023 dynamics influenced by shareholder rights plan considerations per company outreach .
- Peer group used for benchmarking: 2024 peer list includes Algoma Central, Dorian LPG, Kirby, Matson, Genco, TORM, Tidewater, Genesis; updated 2025 group adds Bristow, Excelerate Energy, Landstar, Helix, World Kinect, removes Eagle Bulk and Euronav .
Investment Implications
- Alignment: High proportion of variable pay tied to ESO and multi-year ROIC/TSR PRSUs incentivizes capital discipline and shareholder returns; anti-hedging/pledging and ownership guidelines strengthen alignment .
- Vesting/selling pressure: Large RSU/PRSU vest events (e.g., 54,561 shares vested in 2024; scheduled RSU tranches each March; PRSUs in Dec 2025/2026) can create periodic insider supply; options are in-the-money across several vintages and fully exercisable .
- Retention/change-of-control: Double-trigger economics (18 months base+bonus under CoC) balance retention with moderate shareholder cost; no tax gross-ups and clawback policy mitigate risk .
- Execution risk context: Tanker markets are highly cyclical; 2024 revenue/EBITDA moderated from 2023 peaks ($1.0B/$583.3M vs $1.1B/$724M), while TSR remained elevated relative to 2020–2022; compensation framework explicitly acknowledges cyclicality via ESO thresholds and balanced metrics .