John C. Lycouris
DORIAN LPGAbout John C. Lycouris
Head of Energy Transition since April 24, 2024, CEO of Dorian LPG (USA) LLC, and director of Dorian LPG Ltd. since July 2013; age 75. He holds a BS in Business Administration (Ithaca College) and an MBA in Finance (Cornell University) and has deep operating/finance expertise across LPG shipping and vessel transactions . Company performance context during his recent tenure: FY2025 revenues were $353.3M, net income $90.2M, adjusted EBITDA $206.0M, versus FY2024 revenues $560.7M and adjusted EBITDA $417.4M, reflecting cyclical rate normalization; the pay-vs-performance TSR index stood at $524.84 for FY2025 (base $100) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Peninsular Maritime Ltd., London | Director; managed Finance and Accounts | Joined 1974 | Built finance/operations capability in ship brokerage; foundation for vessel financing and operations |
| Eagle Ocean, Inc. | Director and VP/Treasurer | Beginning in 1993 | Led pre/post-delivery financings and S&P contracts across tanker/LPG/dry bulk; oversaw operational/technical/investment strategy |
| Eagle Ocean Transport, Inc. | Director and VP/Treasurer | Beginning in 2004 | Executed vessel financings and portfolio investment strategy; broadened commercial/technical scope |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No additional public company boards or external committee roles disclosed for Mr. Lycouris in the latest proxy |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary (USD) | $550,000 | $550,000 | $600,000 |
| Cash Bonus Paid (for prior year performance) | $353,000 | $455,000 | $553,500 |
| All Other Compensation | $9,150 | $9,900 | $10,725 |
| Total (Salary + Bonus + Stock Awards + All Other) | $1,335,550 | $2,001,200 | $2,279,025 |
Notes:
- FY2025 salary reflects a committee-approved increase effective April 1, 2024 to $600,000 .
- Bonuses are reported in the year paid but earned in the immediately preceding fiscal year (proxy convention) .
Performance Compensation
| Component | Fiscal Year | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Annual Cash Bonus | FY2025 performance (paid/recognized FY2026) | EBITDA; Safety; Individual Performance | 40%; 25%; 35% | Not disclosed | Not disclosed | $1,050,000 | Cash |
| Restricted Stock (Time-based) | FY2025 grants (Aug 5, 2024) | Equity value alignment | — | — | — | Grant-date FV $1,114,800 | 1/3 on grant; remaining on 1st and 2nd anniversaries |
| Performance Stock Units (PSUs) | Introduced for FY2026 | RONIC; Relative TSR | 20% of LTI initial mix (80% time-based, 20% PSUs) | Pre-set threshold/target/max | Certification after performance period | Up to 200% of target based on performance | Multi-year performance period; vest at period end |
Additional design details:
- FY2026 equity targets: CEO 275% of base, CFO 200%, and 175% for Lycouris/Hansen/A. Hadjipateras, split 80% time-based and 20% PSUs using 90-day VWAP through March 31, 2025 .
- No stock options; company has not granted options since inception .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 341,999 common shares; <1% of outstanding |
| Direct Ownership | 141,999 common shares |
| Indirect Ownership | May be deemed to beneficially own 200,000 common shares via Kyveli Trust (beneficiary), disclaims beneficial ownership except pecuniary interest |
| Unvested RS/RSUs (as of 3/31/2025) | 20,000 shares; market value $446,800 (price $22.34) |
| Shares Vested | 37,500 shares vested on Aug 5, 2024; value realized $1,393,500 at $37.16 |
| Upcoming Vesting | From 30,000 RS granted 8/5/2024: 10,000 on 8/5/2025; 10,000 on 8/5/2026 |
| Pledging | No pledging disclosed for Mr. Lycouris |
| Hedging | Company does not prohibit hedging; trades by insiders must be pre-cleared under insider trading policy |
| Ownership Guidelines | Executive/Director ownership guidelines not disclosed; Mr. Lycouris receives no additional pay for director service |
Insider selling pressure considerations:
- The Aug 5 annual vest dates (2025 and 2026) create potential liquidity events; actual selling depends on pre-clearance windows and personal decisions, but 10,000 shares are scheduled to vest on each date from the 2024 grant .
Employment Terms
| Scenario | Cash Severance | Pro‑Rata Bonus | Accelerated Equity | Total |
|---|---|---|---|---|
| Termination Without Cause / For Good Reason | $2,600,197 | $686,167 | — | $3,286,364 |
| CIC Termination Period (Double Trigger) | $3,873,502 | $27,864 | $446,800 | $4,348,166 |
Key provisions:
- Severance and Change-in-Control (CIC) Plan: 2.0x base+bonus for standard severance; 2.99x base+bonus for CIC double-trigger terminations, plus 18 months COBRA and outplacement (≤$10,000) .
- Equity acceleration: Under the 2014 Equity Incentive Plan, all outstanding/unvested equity becomes fully vested upon a Change in Control (single trigger equity vesting) .
- Excise tax treatment: Best after-tax (pay and pay excise vs cutback) .
- Clawback policy exists for misconduct/restatements .
- No tax gross-ups; no executive employment agreement for Mr. Lycouris (only Hansen/A. Hadjipateras have agreements) .
Board Governance
- Board service: Director since July 2013; currently Class II director (term expires at the 2027 annual meeting) .
- Independence: Not listed among independent directors; he is a management director (Head of Energy Transition and subsidiary CEO) .
- Committees: Compensation (Kalborg—chair, McAvity, Lunde); Audit (Lorentzen—chair, Tan, Kalborg); Nominating & Governance (McAvity—chair, Tan, Lunde). Mr. Lycouris is not identified as serving on a committee .
- Board leadership: CEO/Chairman roles are combined at the company level (J. Hadjipateras); Lead Independent Director role assigned to McAvity; independent executive sessions held at least twice per year; four sessions in FY2024 .
- Attendance: In FY2025, Board held four meetings; all directors attended at least 75% of Board/committee meetings .
- Director compensation: Non-executive directors receive $155,000 equity retainer, plus committee chair/member equity fees; Mr. Lycouris receives no additional director compensation .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues (USD) | — | $560,717,436 | $353,341,476 |
| Net Income (USD) | $172.4M | $307.4M | $90.2M |
| Adjusted EBITDA (USD) | $271.4M | $417.4M | $206.0M |
| TSR Index (Initial $100) | $362.21 | $805.83 | $524.84 |
Highlights and context:
- FY2025 saw normalized TCE rates ($39,778/day) and four irregular dividends totaling $156.2M, reflecting cyclical asset-heavy industry dynamics .
- Compensation Committee considers volatility and uses discretion within a structured framework, transitioning to formula-based annual incentives and PSUs to tighten pay-for-performance alignment .
Compensation Committee Analysis
- Composition and independence: Kalborg (chair), McAvity, Lunde—all independent; five meetings in FY2025 .
- Consultant: Pay Governance LLC engaged in Oct 2024; no conflicts of interest per Rule 10C-1 review .
- Peer group (FY2025): Bristow, Kirby, Pangaea Logistics, Genco, Matson, SEACOR Marine, International Seaways, Overseas Shipholding Group, Tidewater .
- Governance practices: No guaranteed bonuses; clawbacks; cap incentive payouts; no single-trigger CIC cash; annual say-on-pay; disclosure of pay vs performance .
Risk Indicators & Red Flags
- Single-trigger equity acceleration in a Change in Control under the 2014 Equity Incentive Plan (equity vests upon CIC irrespective of termination) can reduce retention incentives in a takeover event .
- Hedging not prohibited (pre-clearance required), which is less aligned than outright prohibitions common among governance leaders .
- Related party dynamics exist at the company (e.g., compensation to family members of other executives) though transactions are subject to policy and committee oversight; no specific related-party transactions disclosed for Mr. Lycouris beyond trust holdings .
Equity Ownership & Incentives — Multi‑Year Detail
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Stock Awards (Grant-date FV, USD) | $423,400 | $986,300 | $1,114,800 |
| Shares Vested (Count; Value) | — | — | 37,500; $1,393,500 (at $37.16 on 8/5/2024) |
| Unvested RS/RSUs (Count; Value at 3/31) | — | — | 20,000; $446,800 (at $22.34) |
Director Service & Compensation
- Board class/term: Class II director through 2027 .
- Independence: Not independent; management director .
- Committees/chair: None disclosed for Mr. Lycouris .
- Compensation for board service: None—no additional pay beyond executive compensation .
Employment Terms — Key Clauses
- No individual employment agreement (Severance/CIC plan participation) .
- Double-trigger CIC cash; equity accelerates at CIC (plan-level) .
- COBRA (18 months); outplacement (≤$10,000) .
- Best after-tax excise treatment (no mandated gross-ups) .
- Clawback policy in place .
Investment Implications
- Pay-for-performance alignment is strengthening: shift to formula-based annual bonuses and introduction of PSUs (RONIC and relative TSR) should tie a larger portion of Lycouris’s future compensation to durable economic returns and peer-relative performance—supportive for governance quality and long-term value creation .
- Watch CIC equity acceleration: single-trigger vesting at CIC may dilute retention leverage in takeover scenarios; however, CIC cash severance remains double-trigger, partially mitigating concerns .
- Near-term vesting supply: 10,000 shares scheduled to vest on each of Aug 5, 2025 and Aug 5, 2026 could create trading liquidity; monitoring Form 4 filings around windows is prudent given pre-clearance requirements and irregular dividend policy .
- Ownership alignment: Direct+trust beneficial ownership (<1%) and no disclosed pledging are neutral-to-positive; continued equity grants and PSU mix increase the sensitivity of total compensation to sustained TSR and capital discipline .