John C. Hadjipateras
DORIAN LPGAbout John C. Hadjipateras
John C. Hadjipateras, age 75, is Chairman of the Board, President, and Chief Executive Officer of Dorian LPG Ltd., serving in these roles since the company’s formation in July 2013, with over five decades of maritime industry leadership starting in 1972 . Fiscal Year 2025 performance highlights include revenues of $353.3 million, net income of $90.2 million (EPS $2.14; adjusted EPS $2.27), adjusted EBITDA of $206.0 million, TCE per available day of $39,778, and four irregular dividends totaling $156.2 million; the company also issued 2,000,000 shares at $44.50 during FY2025 . The Board has combined CEO and Chairman roles with a lead independent director structure to mitigate concentration of authority; independent directors hold executive sessions at least twice a year (four sessions in FY2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Peninsular Maritime Ltd. (London) | Managing Director | 1972–1992 | Led chartering/sale & purchase/insurance/finance functions, building deep commercial and technical shipping expertise . |
| Eagle Ocean | President | Post-1992 | Provided chartering, sale and purchase, P&I insurance and shipping finance services, expanding industry network and transactional capability . |
| SEACOR Holdings Inc. | Director | 2000–2013 | Governance at a global marine transportation/logistics provider; cross-industry insights into ship finance and operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Greek Shipping Co-operation Committee | Board Member | Not disclosed | Advocacy and coordination across Greek shipping interests . |
| INTERTANKO Council | Member | Not disclosed | Policy input for independent tanker owners; safety and standards . |
| Baltic Exchange | Member | Since 1972 | Market information and chartering community engagement . |
| American Bureau of Shipping (ABS) | Member | Since 2011 | Classification and safety standards alignment . |
| Georgetown University (Faculty of Languages and Linguistics) | Board of Advisors | Not disclosed | Academic advisory; leadership and governance exposure . |
| Kidscape (U.K. charity) | Trustee | Not disclosed | Non-profit governance experience . |
| Republic of Greece | Golden Cross of The Order of the Phoenix | 1998 | National recognition for contributions to industry and society . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary (USD) | $650,000 | $650,000 | $750,000 |
| All Other Compensation (USD) | $9,150 | $9,900 | $11,100 |
Performance Compensation
Annual Cash Incentive – FY2025
| Metric | Weighting | Payout (USD) | Notes |
|---|---|---|---|
| EBITDA | 40% | $1,312,500 | Committee used discretionary assessment against defined metrics; transition to formulaic framework commenced . |
| Safety | 25% | $1,312,500 (aggregate CEO payout shown above) | Safety emphasized as core operational priority . |
| Individual Performance | 35% | $1,312,500 (aggregate CEO payout shown above) | Leadership, strategic execution, financing outcomes considered . |
Equity Awards – FY2025 Grants and Vesting
| Grant Date | Vehicle | Shares Granted | Grant Date Fair Value (USD) | Vesting Schedule |
|---|---|---|---|---|
| 8/5/2024 | Restricted Stock | 84,500 | $3,140,020 | 1/3 on grant; remaining 2/3 on 1st and 2nd anniversaries (Aug 5, 2025; Aug 5, 2026) . |
| 8/5/2024 | Value Realized on Vesting | — | $2,991,380 (vested 8/5/2024 at $37.16) | RS/RSU vesting; no options granted or exercised . |
Pay vs Performance Alignment (Selected Indicators)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| CEO SCT Total (USD) | $2,585,370 | $4,296,185 | $5,304,620 |
| Net Income (USD mm) | $172.4 | $307.4 | $90.2 |
| Adjusted EBITDA (USD mm) | $271.4 | $417.4 | $206.0 |
| TSR – Company (Value of $100) | $362.21 | $805.83 | $524.84 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 4,930,520 common shares; 11.6% of outstanding (42,647,720 shares) . |
| Ownership Breakdown | Sole voting/dispositive: 1,824,386; shared voting: 3,106,134; shared dispositive: 169,164 . |
| Indirect/Proxy Arrangements | Includes spouse and LMG Trust holdings; revocable proxies over 2,936,970 shares; disclaims beneficial ownership except pecuniary interest . |
| Unvested Equity (as of 3/31/2025) | 56,333 (8/5/2024 grant); 4,000 (9/15/2023); 24,166 (8/5/2023); aggregate market value noted at $22.34/share . |
| Options | None granted since inception; none exercised in FY2025 . |
| Hedging/Pledging | No current policy prohibiting hedging; all insider trades must be pre-cleared per insider trading policy; pledging not disclosed . |
| Ownership Guidelines | Not disclosed in proxy . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None for CEO (and certain NEOs); equity awards governed by 2014 Plan . |
| Severance (No CIC) | Lump sum equals 2.0x base + bonus; pro-rata bonus; 18 months COBRA; outplacement up to $10,000 . |
| Severance (With CIC, Double-Trigger) | Lump sum equals 2.99x base + bonus; pro-rata bonus; accelerated vesting of all outstanding equity; COBRA; excise tax cutback/best-net . |
| CEO Estimated Payouts | No CIC: $5,530,742 total; With CIC: $8,207,455 total (incl. $1,887,708 accelerated equity) . |
| Clawback | Compensation recovery policies in place; governance table highlights clawback capability . |
| Tax Gross-Ups | Company indicates “No Tax Gross-Ups,” especially for excise taxes on CIC payments . |
Board Governance & Committee Roles
- Board service: Director since July 2013; currently Chairman; re-nominated for re-election through 2028 .
- Committee membership: CEO is not listed as a standing committee member; Compensation, Audit, and Nominating committees composed entirely of independent directors .
- Leadership structure: CEO also serves as Chairman; Board cites benefits of unified strategic direction; lead independent director is Malcolm McAvity .
- Independence: Majority independent Board as per NYSE and company guidelines .
- Meetings: Board held four meetings in FY2025; all directors attended at least 75%; independent executive sessions at least semiannually (four sessions in FY2024) .
Related Party Transactions and Red Flags
- Legacy management agreements and minor related-party income with DHSA and Eagle Ocean (100% owned by CEO); $0.1 million “Other income – related parties” in each of FY2023–FY2025; no amounts due as of March 31, 2025 .
- Family employment: Compensation for Alexander C. Hadjipateras (COO) and Peter Hadjipateras (CISO & Sustainability Officer) disclosed; Compensation Committee reviews related-party compensation .
- Hedging policy: Company does not prohibit hedging; insider trading requires pre-clearance—potential alignment concern if hedging occurs, albeit controlled by policy .
- Combined CEO/Chair: Mitigated via lead independent director and executive sessions, but concentration risk persists .
Compensation Peer Group and Consultant
- FY2025 peer group includes Bristow Group, Kirby, Pangaea Logistics, Genco Shipping & Trading, Matson, SEACOR Marine, International Seaways, Overseas Shipholding Group, Tidewater; Eagle Bulk removed post-acquisition .
- Committee does not target a specific percentile; uses multi-source benchmarking and market surveys .
- Pay Governance LLC engaged as independent compensation consultant; no conflicts identified .
Company Performance Context (FY2025)
| Metric | FY2025 |
|---|---|
| Revenues (USD mm) | $353.3 |
| Net Income (USD mm) | $90.2 |
| Adjusted EBITDA (USD mm) | $206.0 |
| TCE per Available Day (USD) | $39,778 |
| Dividends (USD mm) | $156.2 (four irregular dividends declared/paid) |
| Equity Issuance | 2,000,000 shares at $44.50 (less $2.225 underwriting discount per share) |
Investment Implications
- Alignment: CEO holds ~11.6% of shares, with significant unvested time-based equity scheduled to vest annually in August—alignment is strong, but potential liquidity events around vesting dates should be monitored; absence of stock options reduces repricing risk .
- Incentive Design Evolution: Transition to formal, formula-based annual incentives and introduction of PSUs tied to RONIC and relative TSR (20% of LTI initially) strengthens pay-for-performance and long-term value focus; review calibration and peer set for TSR to assess robustness .
- Retention and Change-in-Control Economics: Double-trigger CIC with 2.99x base+bonus and full equity acceleration is competitive; severance without CIC at 2.0x; these packages reduce retention risk but increase acquisition-related dilution/costs—material payouts for CEO under CIC scenarios .
- Governance Risk Controls: Majority-independent committees, clawback policy, and independent consultant are positives; combined CEO/Chair and permissive hedging stance warrant ongoing scrutiny for independence and alignment risks .
- Related Parties: Family employment and legacy related-party arrangements are disclosed and overseen by committees; amounts are modest, but continued oversight and transparency are important to avoid conflict-of-interest concerns .