Anthony Laura

About Anthony Laura

Anthony Laura, age 73, is a Class I independent director at Pangaea Logistics Solutions (PANL), a company he co‑founded; he previously served as CFO from inception until his retirement in April 2017. His background is deeply financial and shipping-focused, including CFO roles at Commodity Ocean Transport Corporation (COTCO) and Navinvest Marine Services, and he is a graduate of Fordham University . The Board has determined he is independent under Nasdaq Rule 5605(a)(2); he currently serves as a member of the Audit Committee and is slated for re‑election in 2027 as a Class I director .

Past Roles

External Roles

• No current public company directorships or external committee roles are disclosed for Mr. Laura in the latest proxy .

Board Governance

• Independence: The Board affirms Mr. Laura meets Nasdaq director independence standards; all members of Audit, Compensation, and Nominating & ESG Committees meet applicable Nasdaq and SEC independence rules .
• Committee assignments: Audit Committee member; Audit is chaired by David Sgro; related-party transaction review is assigned to the Audit Committee .
• Board leadership: Lead Independent Director is Carl Claus Boggild; Chair of the Board is Richard T. du Moulin .
• 2024 committee meeting cadence: Audit (4), Compensation (11), Nominating & ESG (4) .
• Risk oversight: The Audit Committee reported a 2024 material weakness related to ASC 606 (reimbursements) with no net income impact; remediation in progress (controls enhancements) .

Committee summary (Mr. Laura)

Fixed Compensation

• Director cash/equity framework: Non‑employee directors receive cash plus a restricted share award with grant‑date fair value ~$120,000; shares are fully vested upon grant under the 2024 LTIP . The 2024 Plan caps annual non‑employee director award value at $150,000 (grant-date fair value) .

Performance Compensation

Note: The proxy does not disclose director-level performance metrics (e.g., TSR, EBITDA) tied to director equity; performance metrics discussed in the filing apply to executives, not directors .

Other Directorships & Interlocks

• Other public company boards (current): None disclosed for Mr. Laura .
• Compensation Committee interlocks: Company disclosed no compensation committee interlocks for 2024; Mr. Laura is not on the Compensation Committee .

Expertise & Qualifications

• Shipping and finance operator: Co‑founder and former CFO of PANL; prior CFO roles at COTCO and Navinvest Marine underscore deep financial literacy and maritime industry expertise .
• Skills matrix: Board skills matrix highlights finance/capital allocation and financial literacy/accounting across directors, including Mr. Laura, aligning with his CFO background .

Equity Ownership

• Individual beneficial ownership: Mr. Laura’s individual line is not itemized in the visible excerpt of the 2025 Security Ownership table; the table shows 65,628,437 shares outstanding and details for certain insiders, with many directors at <1% individually; all directors and officers as a group held 11,280,479 shares (17.19%) on the record date .
• Section 16(a) compliance: The company reports all Section 16 officers/directors complied with filing requirements during 2024 .

Fixed vs. Performance Mix (2024 Director Pay)

Say‑on‑Pay & Shareholder Feedback (context for governance)

• 2025 Annual Meeting: Say‑on‑pay garnered strong support (For: 50,858,848; Against: 1,871,813; Abstain: 603,339; Broker non‑votes: 5,742,635) .
• Frequency vote: Shareholders favored annual say‑on‑pay (One Year: 50,071,404 vs. Two Year: 201,802; Three Year: 2,538,623; Abstain: 522,171; Broker non‑votes: 5,742,635) .

Related-Party Transactions (Conflict Monitoring)

• The company disclosed amounts with Seamar (a 51%‑owned JV) and MTM Ship Management; importantly, a member of the Board has partial ownership in MTM Ship Management. The Audit Committee is tasked with reviewing related‑party transactions .
• Third‑party director compensation: The company disclosed no director third‑party compensation arrangements under Nasdaq 5250(b)(3) for any director or nominee, after reasonable inquiry .

Governance Assessment

• Strengths/signals:

  • Independence: Board explicitly determined Mr. Laura is independent; Audit Committee comprises independent directors .
  • Financial oversight: As Audit Committee member and former CFO, Mr. Laura brings financial literacy aligned with Audit responsibilities; the committee addressed a 2024 material weakness with defined remediation steps; no restatement required .
  • Shareholder alignment: Equity is a standing component of director pay, and say‑on‑pay support is high (contextual governance signal) .
  • Clawback policy: Company adopted a clawback policy in Nov 2023 consistent with Nasdaq Rule 10D‑1 (applies to executives), reflecting broader governance posture .

• Watch items / potential RED FLAGS to monitor:

  • Related-party exposure: Transactions with MTM Ship Management where a board member has partial ownership create potential conflict optics; Audit Committee oversight is in place, but monitoring is warranted (no disclosure links Mr. Laura personally to MTM) .
  • Equity structure: Director restricted share awards are fully vested at grant (no performance or holding-period conditions disclosed), which may offer less long-term retention/alignment than time‑vested or performance‑vested equity; this is a structural observation, not a policy breach .
  • Controls remediation: 2024 material weakness in revenue recognition (ASC 606) is under remediation; Audit Committee oversight is active, but sustained follow‑through is necessary .

Historical context: Prior filings noted independent directors hold executive sessions at least twice a year; attendance in 2020 was complete, though current individual attendance rates are not disclosed for 2024 .