Kristian Johansen
About Kristian Johansen
Kristian K. Johansen, age 53, is an independent director of International Seaways (INSW) since June 2024 and serves on the Sustainability and Safety Committee; he is also CEO of TGS ASA, with prior roles as COO (2015–2016) and CFO (2010–2015) at TGS, and earlier CFO roles at AF Gruppen ASA and EDB Business Partner ASA, plus investment banking at Danske Markets (2000–2005). He holds Bachelor’s and Master’s degrees in Business Administration from the University of New Mexico. The Board has determined he is independent under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TGS ASA | Chief Executive Officer | March 2016–present | Leads energy data and intelligence strategy; capital markets experience cited as Board-relevant |
| TGS ASA | Chief Operating Officer | 2015–2016 | Senior operational leadership |
| TGS ASA | Chief Financial Officer | 2010–2015 | International finance and capital markets expertise |
| AF Gruppen ASA | EVP & CFO | 2005–2007 | Engineering/construction finance leadership |
| EDB Business Partner ASA | EVP & CFO | 2007–2010 | IT sector finance leadership |
| Danske Markets Inc. | Associate Director | 2000–2005 | Investment banking (Norway) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valaris Limited (NYSE: VAL) | Director | Current | Offshore drilling oversight; committee details not disclosed |
| Prosafe SE | Director | Prior | Not disclosed |
| Agrinos ASA | Director | Prior | Not disclosed |
| Seven Drilling ASA | Director | Prior | Not disclosed |
Board Governance
- Independence: The Board determined all nominees other than the CEO and one other director are independent; Johansen is independent for Board and Audit Committee purposes.
- Committee assignments: Sustainability and Safety Committee member; committee established December 9, 2024 and did not meet in 2024 given timing.
- Attendance: Board held nine meetings in 2024; each 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 hold executive sessions at each regular Board meeting, chaired by the non-executive Chairman.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Sustainability and Safety | Member | 0 | Committee established Dec 9, 2024; responsibilities previously under Governance Committee |
Fixed Compensation
| Component (2024) | Detail | Amount |
|---|---|---|
| Annual Cash Retainer | Pro-rated post-election | $44,176 |
| Committee Member Fee (Sustainability & Safety) | Pro-rated | $625 |
| Total Fees Earned/Paid in Cash | Fees subtotal | $44,801 |
| Equity Award | 2,011 shares of Common Stock granted June 13, 2024; fair value $115,000; vests on earlier of June 13, 2025 or 2025 Annual Meeting, subject to service | $114,969 (grant-date fair value) |
| 2024 Total Director Compensation | Cash + Equity | $159,770 |
- Mix and alignment: 2024 director compensation is primarily equity (annual grant under Director Plan), supporting long-term alignment; no meeting fees; cash compensation paid quarterly in advance.
Performance Compensation
- No performance-based director compensation disclosed; director equity awards are time-based restricted stock under the 2020 Non-Employee Director Incentive Compensation Plan.
| Equity Vehicle | Grant date | Shares/Value | Vesting |
|---|---|---|---|
| Restricted Common Stock | June 13, 2024 | 2,011 shares; $115,000 fair value | Earlier of June 13, 2025 or 2025 Annual Meeting; continued service required |
Other Directorships & Interlocks
- Current public board: Valaris Limited (NYSE: VAL).
- Major shareholder influence: Johansen’s 2024 nomination followed discussions with Seatankers, of which Famatown Finance Limited (INSW’s largest stockholder at 16.8%) is a member. He delivered an irrevocable conditional resignation letter to resign if specified adverse events occur (e.g., any Seatankers member becomes adverse to INSW or policy non-compliance).
- Related party transactions: None for 2024 to proxy date.
Expertise & Qualifications
- Global energy industry leadership; executive and board experience; international finance and capital markets expertise cited by INSW as Board-relevant.
- Education: Bachelor’s and Master’s in Business Administration, University of New Mexico.
Equity Ownership
| Holder | Beneficially Owned Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Kristian K. Johansen | 2,011 | <0.1% | Includes 2,011 shares vesting June 10, 2025 |
| Shares Outstanding (Record Date) | 49,338,204 | — | Record date April 16, 2025 |
| Stock Ownership Guidelines (Directors) | 3x annual cash base retainer; 5-year compliance window | — | All non-employee directors were in compliance at Dec 31, 2024 |
| Hedging/Pledging Policy | Prohibited for directors and employees | — | Anti-hedging and anti-pledging; 10b5-1 permitted under controls |
Governance Assessment
- Independence and committee role: Johansen strengthens independent oversight with sustainability expertise via the Sustainability and Safety Committee; independence affirmed by Board for both Board and Audit.
- Attendance and engagement: Board-wide attendance ≥75% and full director attendance at the 2024 Annual Meeting support engagement; committee formed late 2024 explains no 2024 meetings.
- Alignment: Director compensation emphasizes equity with time-based vesting and robust stock ownership guidelines (3x retainer within five years), plus prohibition on hedging/pledging—positive alignment signals.
- Potential conflicts and mitigants: His nomination followed Seatankers discussions; with Famatown at 16.8% ownership, potential influence exists. However, Johansen’s conditional resignation letter is an explicit governance safeguard if Seatankers becomes adverse or policy breaches occur; no related party transactions disclosed.
- Broader investor sentiment: INSW’s 2024 say-on-pay support exceeded 95.8%, suggesting broad confidence in governance and pay practices, though directed at NEOs.
RED FLAGS/Watch items:
- Shareholder influence: Seatankers/Famatown linkage to nomination warrants ongoing monitoring; conditional resignation letter helps mitigate but does not eliminate influence risk.
- Concentrated ownership: Famatown’s 16.8% stake increases the importance of vigilant independence and conflict oversight.