Lois Zabrocky
About Lois Zabrocky
Lois K. Zabrocky is President & Chief Executive Officer of International Seaways (INSW) and a member of the Board since May 2018; she has served as CEO since the company’s spin-off on November 30, 2016. Age 55; education includes a B.S. from the U.S. Merchant Marine Academy (Third Mate’s License) and executive courses at Harvard Business School . Under her leadership, INSW’s operating and newbuilding fleet expanded from 55 to 80+ vessels and revenues grew from under $300 million to over $1 billion . 2024 pay-versus-performance shows TSR value of a $100 initial investment at $180.44 in 2024 (2023: $202.40; 2022: $141.60), alongside net income of $416.72 million and ESO of $514.19 million, reflecting cyclical industry conditions . INSW’s 2024 shipping revenues were $1.0B, TCE revenues $0.9B, and Adjusted EBITDA $583.3M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Overseas Shipholding Group (OSG) | Co-President & Head, International Flag SBU | Not disclosed | Led strategy and P&L for OSG’s international tanker fleet prior to INSW spin-off . |
| OSG | Senior Vice President; Chief Commercial Officer, International Flag SBU; Head of International Product Carrier and Gas SBU | Not disclosed | Commercial leadership and business unit management across products and gas fleets . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Tidewater Inc. (NYSE: TDW) | Director | Not disclosed | Current public company board . |
| Gard P. & I. (Bermuda) Ltd. | Board/Committee member | Not disclosed | Marine P&I mutual; governance/safety focus . |
| ITOPF Limited | Board/Committee member | Not disclosed | Not-for-profit ship pollution advisor . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary | $696,185 | $748,973 | $829,808 | 2024 base set at $800,000 effective Mar 14, 2024 . |
Performance Compensation
Annual Incentive (Management Incentive Compensation Plan – “MICP”, 2024)
| Metric | Weight (CEO) | Target | Actual | Payout Factor | Notes |
|---|---|---|---|---|---|
| Earnings from Shipping Operations (ESO) | 60% | $343.384m (100%) | $514.190m (120%) | 133.3% | ESO definitions and reconciliation disclosed . |
| Business/Operational Metrics | 15% | Varied | Company score 104% | 104% | Includes TCE vs market/peers, operating budget, safety, vetting, time-not-earning, propulsion efficiency . |
| Individual Performance Goals | 25% | Management-by-objectives | Above target | Up to 130% scale | Achieved above target for CEO and NEOs . |
- 2024 Annual Incentive Paid (CEO): $1,220,550 (paid Mar 2025) .
- CEO target bonus: 125% of base salary .
Long-Term Equity (2024 Grants; grant date 3/14/2024)
| Award Type | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|
| Time-Based RSUs | 19,039 | $1,000,880 | 1/3 each year on Mar 14, 2025/2026/2027 . |
| Performance RSUs (PRSUs) – Target | 19,040 | $891,548 (target) | Cliff vest 12/31/2026; payout 50%–150% based on 3-yr ROIC and relative TSR; settle by 3/15/2027 . |
Performance curves (2024 PRSUs):
- ROIC (3-year cumulative): threshold 7.35% (50%), target 10.35% (100%), maximum 13.35% (150%) .
- Relative TSR vs performance peer group: 25th/50th/90th percentiles map to 50%/100%/150%; capped at 100% if absolute TSR is negative over period .
- 2022 PRSUs vested on 12/31/2024 with 150% payout for half and 100% for half .
2025 Decisions: CEO LTI target increased to 375% of base salary (equally split RSUs/PRSUs) on Mar 12, 2025; CEO base unchanged at $800,000 .
Multi‑Year CEO Compensation (Summary Compensation Table)
| Year | Salary | Stock Awards (RSU/PRSU Fair Value) | Non-Equity Incentive (Annual Bonus) | All Other Comp | Total |
|---|---|---|---|---|---|
| 2022 | $696,185 | $3,497,628 | $1,165,490 | $49,844 | $5,409,147 |
| 2023 | $748,973 | $2,028,776 | $1,231,242 | $266,375 | $4,275,366 |
| 2024 | $829,808 | $1,892,428 | $1,220,550 | $50,385 | $3,993,171 |
Pay-versus-Performance (PEO) 2020–2024 (Selected Line Items):
| Year | PEO CAP | Company TSR (Value of $100) | Peer Group TSR (Value of $100) | Net Income (millions) | ESO (millions) |
|---|---|---|---|---|---|
| 2024 | $2,725,636 | $180.44 | $177.00 | $416.72 | $514.19 |
| 2023 | $5,922,656 | $202.40 | $184.00 | $556.45 | $670.43 |
| 2022 | $10,805,863 | $141.60 | $128.71 | $387.90 | $484.22 |
| 2021 | $2,366,989 | $53.94 | $94.52 | $(134.67) | $(15.23) |
| 2020 | $1,229,503 | $55.57 | $68.38 | $(5.53) | $159.22 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 217,672 shares (0.4% of outstanding) as of 4/16/2025; includes 18,901 options exercisable within 60 days . |
| Unvested equity at 12/31/2024 | 74,647 unvested RSUs; PRSUs outstanding include 19,530 (2023 grant) and 19,040 (2024 grant) subject to performance . |
| 2024 vesting/exercises | 119,208 shares vested; 38,271 options exercised; value realized on vesting: $4,284,336 . |
| Ownership guidelines | CEO must hold 5× base salary; directors 3× cash retainer. “Directors and executive officers have met these goals.” Hedging and pledging are prohibited . |
Insider trading activity (2025, Form 4):
- 2,000 shares sold on Aug 15, 2025 at avg $41.5847 under a 10b5‑1 plan adopted March 14, 2025; post-sale holding 190,771 shares .
- 2,000 shares sold on Sep 15, 2025 at avg $49.0793 under the same 10b5-1 plan; post-sale holding 188,771 shares .
- Shares acquired/withheld related to RSU vesting on Mar 14, 2025 (6,346 units) .
- Gift of shares reported Nov 12, 2025 (Form 4) .
Policy note: INSW prohibits hedging and pledging; participants may use 10b5‑1 plans with GC approval .
Employment Terms
| Topic | CEO Terms (as disclosed) |
|---|---|
| Employment agreement | Originally dated 9/29/2014 with OSG; assumed at spin-off . |
| Base salary/bonus target | $800,000 base for 2024 (amended Mar 14, 2024); target bonus 125% of base . |
| Severance (without cause / good reason; incl. if in connection with CoC) | 24 months’ salary continuation; lump sum $1,049,999; accelerated vesting of all outstanding, unvested time-based equity (performance-based per plan rules) . |
| Equity vesting on separation | Time-based awards accelerate; PRSUs forfeited unless plan/agreements provide prorata for others; CEO’s scenario shows equity value line itemization in potential payments table . |
| Clawback | Incentive Compensation Recoupment Policy adopted Nov 2023 (SEC/NYSE-compliant; discretionary recoup for officers up to five prior fiscal years) . |
| Tax gross-ups | Company states no excise tax gross-ups; no SERPs (legacy INSW SERP terminated June 3, 2022; payouts completed in 2023) . |
Potential Payments (illustrative, assuming 12/31/2024 termination and certain conditions): CEO total $6,332,812 comprised of cash severance $1.6M, pro-rata bonus $1.0M, accelerated equity $2,682,813, and $1,049,999 lump sum (company table label) .
Board Governance (Director Role)
- Director since May 2018; not independent; no Board committee memberships .
- Board leadership separates Chair and CEO; non-executive Chairman is Ian T. Blackley (appointed Nov 22, 2024) .
- Independence: All nominees other than Ms. Zabrocky and Mr. Stevenson are independent under NYSE/SEC rules; CEO is not independent .
- Executive sessions: Non-management directors meet in executive session at each regular Board meeting .
- Meeting attendance: The Board held nine meetings in 2024; each director attended ≥75% of applicable meetings; all directors attended the 2024 Annual Meeting .
Director Compensation (as it pertains to Lois Zabrocky)
- As an employee, Ms. Zabrocky receives no additional compensation for Board service .
Compensation Committee Analysis and Peer Group
- Committee composition and independence; chair: Timothy J. Bernlohr; independent consultant: Lyons, Benenson & Company Inc. (no conflicts) .
- 2024 peer group (10 companies) and 2025 peer group update (added Bristow, Excelerate, Helix, Landstar, World Kinect) .
- Long-term plan prohibits repricing or buyouts of underwater options/SARs without stockholder approval .
2024 Peer Group: Algoma Central; Dorian LPG; Eagle Bulk; Euronav/Cmb.Tech; Genco; Genesis Energy; Kirby; Matson; Tidewater; TORM .
2025 Peer Group: Algoma; Dorian; Excelerate; Genco; Genesis; Helix; Kirby; Landstar; Matson; Tidewater; TORM; World Kinect .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support exceeded 95.8% (excluding broker non-votes) .
- 2025 Annual Meeting (June 10, 2025) advisory vote: For 36,887,312; Against 967,995; Abstain 60,610; broker non‑votes 3,695,656 .
- Context: Lower support in 2022 (~68%) and 2023 (~64%) noted; company attributes some opposition to prior rights plan, engaged with top 50 holders, and updated PRSU ROIC targets in response to feedback .
Related Party Transactions and Red Flags
- No related party transactions during 2024 through proxy date; no hedging/pledging allowed; no option repricing; no SERPs (legacy terminated); recoupment policy adopted; no tax gross-ups .
- Governance: Majority independent board; separated Chair/CEO roles; regular executive sessions .
Company Performance Context (2024 Highlights)
- Shipping revenues $1.0B; TCE revenues $0.9B; Adjusted EBITDA $583.3M; balance sheet liquidity $632.2M; dividends $284.4M and buybacks $25.0M; capex ~$338.8M .
- Capital allocation and fleet actions, including MR purchases/sales, LR1 newbuilds, and revolver extension to 2030 with sustainability-linked pricing .
Investment Implications
- Pay-for-performance alignment: CEO’s cash bonus keyed 60% to ESO with clear payout curve; 2024 ESO at 120% drove a 133.3% factor on the financial component, while business/operational metrics scored slightly above target. This structure links variable pay to core earnings capacity (ESO) and operating discipline .
- Long-term equity rigor: 2024 PRSUs split between absolute value-agnostic relative TSR (capped at 100% if absolute TSR negative) and a higher ROIC hurdle vs prior years (10.35% target), limiting windfalls in weak markets and emphasizing capital efficiency in a cyclical sector .
- Retention and selling pressure: Vesting cadence (annual RSU thirds; PRSUs cliff in 2026) plus policy against pledging/hedging reduces forced selling risks; 2025 Form 4s show small, pre‑planned 10b5‑1 sales (~2,000 shares each in Aug/Sep), suggesting liquidity management rather than insider “signal” selling .
- Change-in-control/severance economics: CEO protections are moderate for the sector (24 months’ salary continuation + fixed lump sum; time-based equity acceleration; PRSUs forfeiture unless otherwise specified), offering retention without egregious CoC multipliers or tax gross-ups .
- Governance offsets: Separation of Chair/CEO, majority independent board, recoupment policy, and prohibition on hedging/pledging mitigate governance risk. Say-on-pay support rebounded strongly in 2024 and remained solid in 2025, lowering near-term comp-related activism risk .
Overall, compensation design and realized outcomes appear consistent with INSW’s cyclical fundamentals, with meaningful performance leverage via ESO and multi-year ROIC/TSR PRSUs. Ownership guidelines and limited discretionary perks, plus modest insider planned sales, support alignment with shareholders.
Document citations reference SEC filings:
- 2025 DEF 14A (Apr 30, 2025): [1:x]
- 2024 DEF 14A (Apr 26, 2024): [2:x]
- 8-K Item 5.07 (Jun 12, 2025): [6:x]
- 8-K Item 5.02 (Dec 31, 2024): [11:x]
Internet sources for Form 4s:
- Aug 15, 2025 Form 4 summary: https://www.stocktitan.net/sec-filings/INSW/form-4-international-seaways-inc-insider-trading-activity-0bcc020f79de.html
- Sep 15, 2025 Form 4 coverage: https://www.investing.com/news/insider-trading-news/international-seaways-ceo-zabrocky-sells-98k-in-shares-93CH-4241355
- Sep 15, 2025 EDGAR index: https://www.sec.gov/Archives/edgar/data/1679049/000167904925000124/0001679049-25-000124-index.htm
- Mar 14, 2025 RSU vesting Form 4: https://www.streetinsider.com/SEC+Filings/Form+4+International+Seaways%2C+For%3A+Mar+14+Filed+by%3A+Zabrocky+Lois+K/24518393.html
- Nov 12, 2025 Form 4 (gift): https://www.publicnow.com/view/07239628C8C85DA845A83FD340FCB6C949DCA399