Carl Claus Boggild
About Carl Claus Boggild
Carl Claus Boggild, age 68, is Lead Independent Director at Pangaea Logistics Solutions (PANL). He is a founder of Pangaea and previously served as President (Brazil) from inception until retirement in 2016; his background includes extensive shipping operations and a diploma in International Maritime Law . He is a Class II director nominee in 2025 to serve until 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pangaea Logistics Solutions (PANL) | Founder; President (Brazil) | Until 2016 | Founding operational leader; deep shipping operations expertise |
| Bulk Partners Ltd. (predecessor to PANL) | Co-founder | Since 1996 | Built core dry bulk chartering platform |
| Korf Group (Germany) | Director of Chartering & Operations | Not disclosed | Shipping operations leadership |
| Trasafra Ltd. (Brazil) | Partner | Not disclosed | Grain parcel agency operations from Argentina/Brazil to Europe |
| Hudson Trading & Chartering | Shipping executive | Not disclosed | Ran Brazil-related transportation services |
| COTCO / Handy Bulk Carriers Corporation | President; EVP (prior) | Not disclosed | Responsible for affiliate operations; led Latin America operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy does not list other current public company boards for Boggild . |
Board Governance
- Lead Independent Director; Board determined he meets Nasdaq independence requirements; independent for committee service .
- Committee assignments: Nominating & ESG Committee member; not listed as member of Audit or Compensation .
- Committee meeting counts (2024): Audit (4), Compensation (11), Nominating & ESG (4). Individual attendance rates not disclosed .
- Risk oversight: Audit oversees financial and controls; Compensation oversees compensation risk; Nominating & ESG oversees independence and succession .
| Committee | Membership | Chair Role | Meetings (2024) |
|---|---|---|---|
| Audit | Not listed as member | — | 4 |
| Compensation | Not listed as member | — | 11 |
| Nominating & ESG | Member | Not disclosed | 4 |
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Restricted Shares) | Total |
|---|---|---|---|
| 2024 | $102,500 | $120,000 (grant-date fair value; fully vested) | $222,500 |
- Non-employee director equity program: each director receives restricted shares with grant-date fair value ~$120,000; shares are fully vested upon grant .
- 2024 Plan individual annual limit: maximum value of awards to a non-employee director may not exceed $150,000 (grant-date fair value) .
Performance Compensation
- No performance-conditioned director awards disclosed; equity grants are restricted shares that vest immediately (no PSUs/options; no performance metrics) .
| Element | Metric/Terms | 2024 Value |
|---|---|---|
| Equity grant | Restricted shares, fully vested upon grant | $120,000 grant-date fair value |
| Options | None disclosed | — |
| Performance metrics (TSR/EBITDA, etc.) | None for directors | — |
| Annual non-employee director award limit | Grant-date fair value cap | $150,000 |
Other Directorships & Interlocks
- Compensation Committee: comprised entirely of independent directors; no compensation committee interlocks for FY2024 .
- Third-party compensation: Company’s annual inquiry found no external compensation arrangements for directors/nominees (Nasdaq Rule 5250(b)(3)) .
Expertise & Qualifications
- Shipping industry operations, chartering, and supply chain expertise; senior executive experience; strategic planning/M&A; finance and financial literacy—consistent with the Board skills matrix .
- Diploma in International Maritime Law .
Equity Ownership
- Beneficial ownership via Lagoa Investments: Boggild is Managing Director and may be deemed beneficial owner of 8,342,193 shares; % of shares outstanding varies with record date .
| Holder | Shares | % Ownership (2024 record: 46,902,091) | % Ownership (2025 record: 65,628,437) |
|---|---|---|---|
| Lagoa Investments (Boggild may be deemed beneficial owner) | 8,342,193 | 17.79% | 12.71% |
- Note: Ownership reported under Section 13(d) rules; indicates significant “skin in the game” but also potential influence concerns given large stake .
Shareholder Voting Signals
| Proposal (May 8, 2025) | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Election of Carl Claus Boggild (Class II) | 45,986,763 | 7,295,778 | 51,459 | 5,742,635 |
| Say-on-Pay (NEOs) | 50,858,848 | 1,871,813 | 603,339 | 5,742,635 |
| Say-on-Pay Frequency (1 year) | 50,071,404 | 201,802 | 2,538,623 | 5,742,635 |
- Boggild’s “Against” votes were materially higher than for other directors (e.g., Christina Tan: 250,456 Against), signaling specific shareholder concerns about his candidacy .
Related Party Transactions and Conflicts
- Related person policy mandates Audit Committee review; annual D&O questionnaires enhanced in 2025 to surface potential conflicts .
- Commissions payable line item references Phoenix Bulk Carriers (Brasil) Intermediacoes Maritimas Ltda., described as “a wholly-owned Company of a member of the Board of Directors”; identity not named in the proxy—indicates related-party exposure requiring monitoring .
- Charter-in contracts with Strategic Bulk Carriers (SSI affiliate) at market rates (multiple fixtures across 2023–2024); governance note: significant holder SSI (and affiliates) later owned ~28% post-merger share issuance—heightens concentration risk though not tied to Boggild personally .
Governance Assessment
- Strengths:
- Lead Independent Director with deep shipping operations background; independent under Nasdaq rules .
- Active on Nominating & ESG Committee; Board employs rigorous risk oversight and enhanced D&O questionnaires .
- Significant ownership via Lagoa aligns incentives with shareholders .
- Strong shareholder support for say-on-pay and 1-year frequency, indicating general confidence in compensation governance .
- Red flags and watch items:
- Elevated “Against” votes on Boggild’s election versus peers suggest investor scrutiny (potentially tied to ownership concentration or perceived conflicts) .
- Large beneficial stake via Lagoa can create influence concerns; requires continued independence oversight and recusal protocols when relevant .
- Related-party exposure: Brazilian affiliate of a board member receiving commissions and SSI charter-ins; ensure robust Audit Committee review and transparent arm’s-length documentation .
Overall implication: Boggild brings material industry expertise and ownership alignment but faces notable investor skepticism reflected in vote differential; ongoing, transparent handling of related-party matters and clear demonstration of independent judgment are pivotal to sustaining investor confidence .
Notes
- Director attendance rates (per-person) and meeting fees breakdown were not disclosed; only committee meeting counts were provided .
- Director stock ownership guidelines and any pledging/hedging status were not disclosed in the proxy materials reviewed .
- No director-specific clawback, severance, or change-of-control provisions were disclosed; Clawback applies to executive compensation per Nasdaq/SEC requirements .