Randee Day
About Randee E. Day
Independent director at International Seaways (INSW) since November 2016; age 77. She is Audit Committee Chair and a member of the Corporate Governance and Risk Assessment Committee, and has been designated an audit committee financial expert by the Board, reflecting deep shipping finance and restructuring expertise . The Board classifies her as independent under NYSE and SEC rules; all non-employee directors (including Day) met stock ownership guidelines as of 12/31/24 . In 2024 she attended at least 75% of Board and committee meetings of which she was a member; all current directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Day & Partners, LLC (maritime consulting) | President & CEO | Since 2011 | Founder; maritime advisory focus |
| Teneo | Senior Advisor | 2020–June 2022 | Capital advisory/restructuring |
| DHT Holdings, Inc. | Interim CEO | Pre-2011 | Executive leadership in tanker shipping |
| Seabury Group | Managing Director | Prior to 2011 | Transportation advisory |
| JPMorgan | Division Head, New York shipping group | Prior to 2011 | Led shipping finance coverage |
| Continental Illinois; Bank of America; US EXIM Bank | Banker | Prior to 2011 | Shipping/banking experience |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Current public company boards | — | — | Does not currently serve on other public company boards |
| Prior public company boards | DHT Holdings; TBS International; Tidewater; Ocean Rig ASA; Excel Maritime; Eagle Bulk Shipping | Director (various) | Industry-relevant board experience |
| Education | USC; George Washington Univ.; Harvard Kennedy School | BA (IR); Graduate studies; Senior Executives in National and International Security Program | Governance/strategy credentials |
Board Governance
- Independence and roles: Independent director; Audit Committee Chair; member, Corporate Governance and Risk Assessment Committee; designated audit committee financial expert .
- Committee activity: Audit Committee met 5x in 2024; Governance Committee met 7x in 2024 .
- Attendance and engagement: Each director attended ≥75% of Board/committee meetings; all current directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet in executive session at each regular Board meeting; sessions of independent directors chaired by the nonexecutive Chairman .
- Related-party review: No related party transactions in 2024 through the proxy date .
- Risk oversight: Audit oversees financial reporting/internal controls; Governance oversees independence, conflicts, cybersecurity; Audit Committee report signed by Day as Chair .
Fixed Compensation (Director; 2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $80,000 |
| Audit Committee Chair retainer | $25,000 |
| Governance Committee member retainer | $10,000 |
| Meeting fees | $0 (no meeting fees) |
| Total cash (reported) | $115,000 |
Performance Compensation (Director equity; 2024)
| Item | Detail |
|---|---|
| Annual equity grant | 2,011 shares of Common Stock |
| Grant date and fair value | June 13, 2024; $114,969 |
| Vesting | Vests on the earlier of June 13, 2025 or 2025 annual meeting, subject to continued service |
| Director equity policy | Annual equity set at $115,000 for non-employee directors; promotes alignment |
| Ownership guidelines | Directors must hold ≥3× annual cash retainer within 5 years; all in compliance at 12/31/24 |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Day .
- Interlocks: Compensation Committee interlocks disclosure states none for INSW; no interlocking relationships identified involving Day .
- Significant activities: Corporate Governance Guidelines limit external boards and audit committee seats; oversight of conflicts embedded in Governance Committee mandate .
Expertise & Qualifications
- Shipping finance and restructuring leader (JP Morgan shipping, Seabury, Teneo; interim CEO at DHT), supporting audit oversight and capital allocation scrutiny .
- Designated audit committee financial expert by INSW Board .
- Governance and risk: Service on Governance Committee with cybersecurity oversight remit .
Equity Ownership
| Holder | Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Randee E. Day | 22,056 shares | * (<0.1%) | Includes 2,011 unvested shares vesting June 10, 2025 |
| Options exercisable within 60 days | None disclosed for Day (beneficial ownership includes any such options) |
- Anti-pledging/hedging: Company policy prohibits hedging and pledging by directors; no waivers disclosed .
Governance Assessment
- Strengths
- Independent, long-tenured audit chair with shipping finance pedigree; designated audit committee financial expert .
- Strong alignment: balanced cash/equity mix (~$115k cash and ~$115k equity in 2024); in compliance with ownership guidelines .
- Engagement: signed the Audit Committee report; Board/committee attendance at or above required threshold; robust executive-session practice .
- Clean conflicts record: No related party transactions; anti-hedging/pledging and clawback policies in place .
- Watch items
- Tenure since 2016 (board refreshment is disclosed via Governance Committee processes; not a red flag per se) .
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, attendance shortfalls, or interlocks .