Kate Blankenship
About A. Kate Blankenship
Independent director at International Seaways (INSW) since July 2021; age 60. Career accountant with deep maritime experience, including Chief Accounting Officer and Company Secretary of Frontline Ltd. (1994–2005). Education: B.Com., University of Birmingham; Member, Institute of Chartered Accountants in England and Wales. Current INSW committee service: Audit and Compensation; the Board has designated her an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frontline Ltd. | Chief Accounting Officer and Company Secretary | 1994–2005 | Senior finance leadership in global shipping |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Borr Drilling Limited (NYSE: BORR) | Director | Not disclosed | Chair of Audit and Compensation Committees |
| Diamond S Shipping Inc. | Director (prior) | Until merger with INSW | — |
| Eagle Bulk Shipping Inc. | Director (prior) | Not disclosed | — |
| 2020 Bulkers Ltd. | Director (prior) | Not disclosed | — |
| North Atlantic Drilling Ltd. | Director (prior) | Not disclosed | — |
| Archer Limited | Director (prior) | Not disclosed | — |
| Golden Ocean Group Limited | Director (prior) | Not disclosed | — |
| Frontline Ltd. | Director (prior) | Not disclosed | — |
| Avance Gas Holding Limited | Director (prior) | Not disclosed | — |
| Ship Finance International Limited (SFL) | Director (prior) | Not disclosed | — |
| Golar LNG Limited | Director (prior) | Not disclosed | — |
| Golar LNG Partners LP | Director (prior) | Not disclosed | — |
| Seadrill Limited | Director (prior) | Not disclosed | — |
| Seadrill Partners LLC | Director (prior) | Not disclosed | — |
Board Governance
- Independence: Independent director (Audit-committee-qualified); Board determined independence for all nominees other than the CEO and Mr. Stevenson; Blankenship is independent for Board and Audit Committee purposes.
- Committees (INSW): Audit; Compensation. The Audit Committee met 5x in 2024; the Compensation Committee met 6x in 2024.
- Financial expert: The Board determined Mrs. Blankenship is an “audit committee financial expert.”
- Attendance: The Board held 9 meetings in 2024; every director attended at least 75% of Board and committee meetings of which they were a member; all current 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 Chairman.
- Governance environment: No related party transactions during 2024 and through the proxy date; Insider Trading Policy prohibits hedging and pledging of INSW securities by directors and employees.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $80,000 | Standard retainer for full-term non-employee directors in 2024 |
| Committee member retainers | $10,000 per committee | Audit, Compensation, Governance members (non-chairs); Sustainability & Safety added pro-rated late 2024 (Blankenship not listed on that committee) |
| Audit Committee Chair add’l | $25,000 | Chair fee (Blankenship is not the INSW Audit Chair) |
| Compensation/Governance Chair add’l | $20,000 | Chair fee (Blankenship is not an INSW chair) |
| Kate Blankenship—Fees earned (cash) | $98,654 | Actual 2024 cash fees paid |
Performance Compensation (Director)
| Grant | Grant Date | Instrument | Shares/Value | Vesting |
|---|---|---|---|---|
| Annual director equity grant | June 13, 2024 | Restricted stock | 2,011 shares ($115,000) | Vests on earlier of June 13, 2025 or 2025 Annual Meeting; service condition |
| Director equity framework | Ongoing | Restricted stock under Director Plan | $115,000 standard for non-Chair; $235,000 for Chair | Administered by Comp Committee; time-based vesting |
Performance metrics: Director equity is time-based; no performance conditions disclosed for non-employee director awards.
Other Directorships & Interlocks
- Current public board: Borr Drilling Limited (Chair of Audit and Compensation Committees).
- Prior public boards: Diamond S Shipping, Eagle Bulk Shipping, 2020 Bulkers, North Atlantic Drilling, Archer, Golden Ocean Group, Frontline, Avance Gas, Ship Finance International (SFL), Golar LNG Limited, Golar LNG Partners LP, Seadrill Limited, Seadrill Partners LLC.
- Large shareholder context: Famatown Finance Limited (a Seatankers member) is INSW’s largest stockholder at 16.8%. The Board described separate shareholder interactions relating to another director nomination (Johansen), including a conditional resignation letter; no related-party transactions were reported.
Expertise & Qualifications
- Chartered accountant (ICAEW) with extensive shipping sector finance and governance experience.
- Audit committee financial expert designation at INSW; chairs Audit and Compensation at Borr Drilling.
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notable Details |
|---|---|---|---|
| A. Kate Blankenship | 16,109 | <0.1% | Includes 2,011 RS shares scheduled to vest June 10, 2025 (annual grant) |
| Director ownership guideline | 3× annual cash retainer | — | All non-employee directors were in compliance as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited by policy | — | Insider Trading Policy prohibits hedging and pledging by directors/employees |
Governance Assessment
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Strengths
- Independent director with audit “financial expert” status; deep maritime finance background enhances Audit and Compensation committee effectiveness.
- High board engagement and structure: regular executive sessions; all directors ≥75% attendance; active committee cadence (Audit 5x; Compensation 6x in 2024).
- Alignment mechanisms: mandatory stock ownership guidelines (3× retainer) with full director compliance; annual time-based equity grants; anti-hedging/pledging policy.
- No related-party transactions disclosed for 2024 and through proxy date.
-
Watch items / potential conflicts
- Network breadth: multiple prior directorships across maritime and energy companies; while the Board affirms independence, investors may monitor for perceived interlocks given INSW’s largest shareholder (Famatown/Seatankers member) and historical sector ties; no related-party transactions disclosed.
-
Compensation signal
- Director pay mix is balanced (cash + time-based equity); Blankenship’s 2024 compensation totaled $213,623 (cash $98,654; equity $114,969), consistent with INSW’s disclosed director pay framework.
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Committee quality
- Compensation Committee uses an independent consultant (Lyons, Benenson & Company Inc.), with no conflicts identified; no interlocks reported; composition updated in 2024 with Blankenship joining in February 2024.
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Shareholder sentiment
- Say‑on‑pay support in 2024 was 95.8%, indicating broad shareholder approval of compensation governance.