Ted Kalborg
DORIAN LPGAbout Ted Kalborg
Independent director since December 2014; age 74 as of the 2025 proxy. Founder of the Tufton Group (established 1985) specializing in shipping and energy funds; designated an “audit committee financial expert.” Education: BA from Stockholm School of Economics; MBA from Harvard Business School. Serves on the Audit Committee and chairs the Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tufton Group | Founder; fund management focused on shipping and energy; corporate reorganizations | Founded 1985 | Industry finance expertise applicable to audit/comp oversight |
| Various companies | Director (unspecified) | Not disclosed | Background cited broadly; specific boards not enumerated |
External Roles
- Not specifically enumerated in the 2025 proxy for Kalborg. The proxy notes “extensive background serving as director of several other companies” without naming current public boards.
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee chair. Audit Committee comprised solely of independent directors; Kalborg recognized as an audit committee financial expert. Compensation Committee comprised solely of independent directors.
- Committee activity and engagement:
- Audit Committee held 5 meetings in FY ended March 31, 2025.
- Compensation Committee held 5 meetings in FY ended March 31, 2025.
- Board attendance: Board held 4 meetings; all directors attended at least 75% of Board and applicable committee meetings.
- Independence: Board determined Kalborg is independent under NYSE/SEC standards.
- Governance structure: CEO also serves as Chair; lead independent director role assigned to Malcolm McAvity; independent directors hold executive sessions at least twice annually.
Fixed Compensation
| Component | Amount | Form | Frequency/Notes |
|---|---|---|---|
| Annual director retainer | $155,000 | Equity (100%) | Paid annually in arrears |
| Committee chair fee (Audit/Comp/Nominating) | $15,000 | Equity | Additional annual equity for each chair role |
| Committee membership fee (non-chair) | $10,000 | Equity | Additional annual equity per committee served |
| Cash fees | $0 | n/a | No cash compensation to non-employee directors for FY2025 |
| Termination benefits | None | n/a | No termination benefits for directors |
| Expense reimbursement/indemnification | Reimbursed/fully indemnified | n/a | Standard reimbursement and indemnification |
| FY2025 Director Compensation – Ted Kalborg | Fees Earned/Paid in Cash | RS/RSU Grant Date Fair Value | Total |
|---|---|---|---|
| Amounts | $0 | $123,116 (per-share grant date fair value $22.34 on Mar 31, 2025) | $123,116 |
Performance Compensation
- Non-employee director compensation is equity retainer-based (RS/RSUs) with no disclosure of performance-conditioned metrics (e.g., PSU/TSR targets) for directors; no option awards disclosed for directors in FY2025.
- Compensation Committee (chaired by Kalborg) approves CD&A and has authority to retain independent compensation advisors; independence of members affirmed.
Other Directorships & Interlocks
- Current public company boards for Kalborg not enumerated; no disclosed interlocks with competitors/suppliers/customers.
- Compensation Committee Interlocks: No company executive served on another entity’s board/compensation committee with reciprocal service; committee members (including Kalborg) were never officers/employees of the company or subsidiaries.
Expertise & Qualifications
- Financial literacy and audit committee financial expert designation under federal securities laws.
- Deep sector experience in oil drilling, shipping, and investment; fund management specialization in maritime and transportation.
- Advanced education (HBS MBA; Stockholm School of Economics BA).
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Ted Kalborg | 75,178 | <1% (percent does not exceed one percent) |
Notes: Outstanding shares used in calculation: 42,647,720 as of July 15, 2025.
Governance Assessment
- Independence and financial oversight: Strong governance signal—independent status and audit committee financial expert designation, plus chairing the compensation committee with documented independence and authority to retain independent advisors.
- Engagement: Committee meeting cadence (five each for Audit and Compensation) and Board attendance thresholds met indicate active participation.
- Pay alignment: Director compensation is 100% equity with additional equity for committee service/chair roles; no cash fees or termination benefits—aligns incentives with shareholder value while limiting entrenchment risk.
- Ownership: Beneficial ownership of 75,178 shares (<1%) provides some alignment, though not a controlling stake; equity-only compensation structure partially addresses alignment.
- Conflicts/related-party exposure: Audit Committee oversees related party transactions; no related-party transactions disclosed for Kalborg. Monitor potential industry overlaps given Tufton’s shipping/energy focus, but independence determination suggests no material relationships.
- Shareholder sentiment: Say-on-pay (advisory) passed—22,773,361 for; 3,242,848 against; 769,215 abstentions—indicates general support for compensation philosophy overseen by the Compensation Committee chaired by Kalborg.
RED FLAGS
- None disclosed specific to Kalborg: no attendance shortfalls, no cash retainer/guaranteed pay, no termination benefits, no related-party transactions, no pledging/hedging disclosed. Continue monitoring for any Tufton-related transactions and future equity award structure changes.
Appendix: Committee Composition and Activity
| Committee | Members | Chair | FY2025 Meetings |
|---|---|---|---|
| Audit | Øivind Lorentzen; Ted Kalborg; Christina Tan | Øivind Lorentzen | 5 |
| Compensation | Ted Kalborg; Malcolm McAvity; Marit Lunde | Ted Kalborg | 5 |
| Nominating & Corporate Governance | Malcolm McAvity; Christina Tan; Marit Lunde | Malcolm McAvity | 2 (plus 1 unanimous written consent) |