Malcolm McAvity

About Malcolm McAvity

Malcolm McAvity (age 74) is an independent director of Dorian LPG Ltd. (NYSE: LPG) and the Board’s Lead Independent Director. He has served on the Board since January 2015; he holds a BA from Stanford University and an MBA from Harvard Business School. Professionally, he spent 1986–2012 as Vice Chairman of Phibro LLC, a leading international commodities trading firm, bringing deep crude oil and commodities trading expertise to the Board . The Board has designated him independent under NYSE/SEC standards and appointed him Lead Independent Director, presiding over executive sessions of independent directors .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. McAvity is an independent director under NYSE standards and Company guidelines .
• Lead Independent Director: Appointed as the Board’s Lead Independent Director and presides over independent director executive sessions .
• Committee assignments:
  • Chair, Nominating & Corporate Governance Committee (NCG); the NCG met 2 times and acted once by unanimous written consent in FY ended Mar 31, 2025 .
  • Member, Compensation Committee; the Compensation Committee met 5 times in FY ended Mar 31, 2025 .
• Attendance: In FY ended Mar 31, 2025, the Board held 4 meetings; all directors attended at least 75% of Board and committee meetings for which they served .

Fixed Compensation

• Director pay structure (non-employee directors):
  • Annual retainer: $155,000, paid 100% in equity, annually in arrears.
  • Committee chair fee: $15,000 in additional annual equity (per chairmanship).
  • Committee member fee: $10,000 in additional annual equity per committee (non-chair) .
• Other terms: Directors are reimbursed for out-of-pocket expenses, fully indemnified to the extent permitted by Marshall Islands law, and receive no termination benefits for Board service .

Performance Compensation

• Performance linkage: The proxy does not disclose performance metrics for director compensation; non-employee director pay is structured as fixed equity retainers and additional equity for committee roles, with form determined by the Compensation Committee . | Performance Metric | Use in Director Compensation | |---|---| | Financial/ESG/TSR targets | Not disclosed/applicable for director pay; director compensation is equity-based retainers and committee equity . |

Other Directorships & Interlocks

• Public company boards: None disclosed for Mr. McAvity .
• Compensation Committee interlocks: During the last fiscal year, Compensation Committee members (including Mr. McAvity) were not officers/employees, and no executive officer served on another entity’s board/compensation committee where a Dorian executive also served—i.e., no interlocks disclosed .

Expertise & Qualifications

• Education: BA, Stanford University; MBA, Harvard Business School .
• Domain expertise: Multi-decade commodities trading experience (crude oil and other commodities), directly relevant to LPG shipping market dynamics and risk oversight .
• Board leadership: Lead Independent Director; Chair of Nominating & Corporate Governance Committee; member of Compensation Committee .

Equity Ownership

() Company indicates “” denotes less than one percent of outstanding common shares .

Governance Assessment

• Strengths

  • Independent leadership and oversight: McAvity is Lead Independent Director and presides over executive sessions, helping counterbalance combined CEO/Chair structure .
  • Active committee leadership: Chairs NCG; serves on Compensation Committee; both committees met regularly in FY 2025 (NCG: 2 meetings + 1 unanimous written consent; Compensation: 5 meetings) .
  • Alignment via equity-only director pay: Non-employee directors receive 100% of their annual retainer in equity, plus equity for committee roles (no cash), enhancing alignment .
  • Shareholder support signal: 2025 Say-on-Pay passed (22,773,361 For; 3,242,848 Against; 769,215 Abstentions) at the September 5, 2025 Annual Meeting—positive overall governance sentiment .

• Potential risks/considerations

  • Hedging policy: Company does not currently prohibit hedging by insiders (including directors), although trading is subject to strict pre-clearance under the insider trading policy—some investors view a lack of an explicit anti-hedging prohibition as a governance risk .
  • Combined CEO/Chair structure: While mitigated by a strong Lead Independent Director role (McAvity) and independent executive sessions, some investors prefer separation of roles .
  • Related-party environment: Company discloses related-party arrangements involving CEO/family; no transactions are attributed to McAvity, but ongoing vigilance is warranted given governance optics .

Director Compensation (Mr. McAvity) – FY Ended March 31, 2025

Company-Level Signals Relevant to Compensation Oversight

• Compensation Committee independence: McAvity and other members meet NYSE independence standards; the committee may retain independent advisors .
• Use of independent consultant: The Committee engaged Pay Governance LLC in October 2024; the Committee concluded no conflicts of interest—supports rigorous, independent pay oversight .
• Shareholder advisory votes: At the September 5, 2025 Annual Meeting, director nominees (including McAvity) were re-elected; Say-on-Pay and auditor ratification also passed, with detailed vote counts disclosed .

RED FLAGS (none directly tied to McAvity; monitoring items)

• No explicit anti-hedging prohibition (pre-clearance policy applies) .
• Combined CEO/Chair (mitigated by Lead Independent Director—McAvity—and regular executive sessions) .
• Related-party transactions at the company level (none involving McAvity disclosed) .

Overall, McAvity’s long tenure, independence, lead director role, and commodities-trading background strengthen board oversight, nomination/governance processes, and compensation decisions. His equity-only director pay and personal share ownership further align incentives with shareholders, while the absence of disclosed related-party ties or interlocks reduces conflict risk .