Timothy Bernlohr
About Timothy J. Bernlohr
Independent director (age 66) at International Seaways since November 2016; Chair of the Compensation Committee and member of the Governance Committee. Founder and Managing Member of TJB Management Consulting, with prior CEO experience at RBX Industries and 16 years of management roles at Armstrong World Industries. Holds a degree from Pennsylvania State University; extensive board experience across shipping, energy, and industrial companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TJB Management Consulting, LLC | Founder & Managing Member | Since 2005 | Business transformation, restructurings, interim executive management |
| RBX Industries, Inc. | President & CEO | 1997–2005 (prior to TJB) [exact years per proxy] | Led rubber/plastics manufacturer to automotive, construction, industrial markets |
| Armstrong World Industries | Various management positions | 16 years prior to 1997 | International/Industry Products division leadership |
External Roles
| Company | Role | Status | Committees |
|---|---|---|---|
| Smurfit Westrock Plc (NYSE: SW) | Director | Current | Chairman, Compensation Committee |
| Spirit Airlines, Inc. (OTC: SAVEQ) | Director | Current | Chairman, Compensation Committee |
| Company | Role | Status |
|---|---|---|
| Atlas Air Worldwide Holdings; Chemtura; Rock-Tenn/WestRock; Cash Store Financial; Skyline Champion; Overseas Shipholding Group (OSG); F45 Training | Director/Chair roles | Prior |
| Petro Rig; Hercules Offshore; Aventime Renewable Resources; Trident Resources; San Antonio Oil & Gas; Windstar Cruise Lines; Senvion; Edison Mission Energy; US Power Generating | Director/Chair roles | Prior |
Board Governance
- Independence: Independent for Board service and Audit Committee eligibility (NYSE/SEC standards) .
- Committees and engagement:
- Compensation Committee: Chair; met 6 times in 2024 .
- Governance Committee: Member; met 7 times in 2024 .
- Board structure and cadence:
- Non-executive Chairman model; CEO and Chairman roles separated .
- Executive sessions of non-management directors at each regular Board meeting .
- Board met 9 times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
- Director fee framework (2024):
- Annual cash retainer for non-employee directors: $80,000 .
- Committee Chair fees: Compensation and Governance $20,000; Audit Chair $25,000; Committee member fees $10,000; no meeting fees; travel reimbursed .
- Timothy J. Bernlohr 2024 compensation:
| Component | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 110,000 |
| Stock Awards (grant-date fair value) | 114,969 |
| Total | 224,969 |
Performance Compensation
- Annual director equity grant (2024):
| Grant Date | Shares | Fair Value | Vesting |
|---|---|---|---|
| June 13, 2024 | 2,011 | 115,000 | Earlier of June 13, 2025 or 2025 Annual Meeting, continuous service required |
- Compensation Committee performance framework overseen by Bernlohr (company-wide executive incentives):
- Earnings from Shipping Operations (ESO) used as the primary annual metric; 2024 ESO actual $514.2 million, equating to 120% achievement and 133.3% payout factor .
| ESO Achievement Level | Payout Factor (% of Target) | 2024 Threshold ($000s) |
|---|---|---|
| 100% | 100.0% | 343,384 |
| 120% | 133.3% | 506,788 |
| 130% (max) | 150.0% | 588,940 |
| Actual 2024 ESO | 133.3% payout | $514,190 |
- Broader incentive design includes business/operational and individual goals with caps/floors tied to ESO performance, reinforcing pay-for-performance discipline .
Other Directorships & Interlocks
- Guideline compliance: INSW limits non-management directors to max four public boards; Bernlohr currently serves on two (SW, SAVEQ) — within guideline .
- No compensation committee interlocks reported for INSW’s Compensation Committee .
- No related-party transactions disclosed for 2024 and through proxy date .
Expertise & Qualifications
- Former CEO of an international manufacturing company (RBX); deep restructuring and transformation experience through TJB; shipping and energy sector board tenure (Hercules Offshore, OSG, DHT peers). Strong fit for compensation governance and strategic oversight .
Equity Ownership
- Beneficial ownership (Record Date: April 16, 2025):
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Timothy J. Bernlohr | 46,191 | <0.1% | Includes 2,011 shares vesting June 10, 2025 |
- Director stock ownership guidelines: 3× annual cash retainer; all non-employee directors in compliance at Dec 31, 2024 .
- Hedging/pledging prohibited by policy; 10b5-1 allowed with approval; clawback policy in place per NYSE and SEC rules .
Governance Assessment
- Strengths:
- Independent director with relevant sector and restructuring expertise; chairs a highly active Compensation Committee (6 meetings) indicating robust oversight .
- Clear pay-for-performance program with quantified ESO targets and disciplined payout curves; strong recent say-on-pay support (95.8% in 2024) .
- Alignment via annual equity grants and ownership guidelines compliance; anti-hedging/pledging and clawback policies strengthen investor protections .
- Potential RED FLAGS to monitor:
- Attendance disclosure at “≥75%” rather than exact rate; although all directors met minimum and attended the annual meeting, higher transparency on individual attendance would be preferable .
- Multi-board service is within INSW limits, but ongoing evaluation of time commitments is prudent given chair roles at two outside companies .
- No related-party transactions or interlocks; no Section 16 issues noted for Bernlohr; overall governance posture supports investor confidence .