Gary Vogel
About Gary Vogel
Gary Vogel, age 59, was appointed as a Class III independent director of Pangaea Logistics Solutions Ltd. on January 20, 2025; he serves on the Compensation Committee and is subject to the Company’s majority voting standard, with his term running until the 2026 annual meeting . He has over 36 years of international shipping experience, including CEO roles, and holds a B.S. in Marine Transportation from the U.S. Merchant Marine Academy (1988) with a U.S. Coast Guard Unlimited Tonnage 3rd Officer’s License; he also served as an officer in the U.S. Naval Reserve . The Board has affirmatively determined he meets Nasdaq and SEC independence requirements; all members of the Audit, Compensation, and Nominating & ESG Committees are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eagle Bulk Shipping Inc. (NYSE: EGLE) | Chief Executive Officer and Director | 2015–2024 | Led a U.S.-listed dry bulk fleet; brings operational and capital allocation expertise |
| Clipper Group Ltd. | Various roles, ultimately Chief Executive Officer | 2000–2015 | Global commercial and operational leadership in shipping |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| SFL Corp (NYSE: SFL) | Director | 2016–present | Public board experience in shipping/asset-heavy leasing |
Board Governance
- Committee assignments: Member, Compensation Committee; not listed on Audit or Nominating & ESG committees .
- Independence: Board determined Vogel is independent under Nasdaq Rule 5605(a)(2) and applicable SEC rules; all standing committees comprise independent directors .
- Board leadership: Chair of the Board is Richard T. du Moulin; Lead Independent Director is Carl Claus Boggild .
- Committee activity: 2024 meetings held — Audit: 4; Compensation: 11; Nominating & ESG: 4 (Vogel joined in 2025; 2024 attendance figures do not apply) .
- Election standard: Majority voting for directors; Board unanimously recommends Vogel’s election as Class III Director .
- Third-party compensation: No arrangements requiring disclosure under Nasdaq Listing Rule 5250(b)(3) for any director/nominee; disclosure will be made annually .
- Clawback: Compensation Committee adopted a clawback policy in Nov 2023 under SEC Rule 10D-1/Nasdaq standards (focused on executives) .
- Related-party oversight: Audit Committee reviews related party transactions; Board uses enhanced annual director/officer questionnaires to surface potential conflicts .
Fixed Compensation
| Component | Detail | Amount | Vesting/Terms | Source |
|---|---|---|---|---|
| Restricted Share Award (director equity grant) | Each director elected or appointed receives restricted shares; ASC 718 grant-date fair value ~$120,000 | ~$120,000 | Fully vested upon grant; granted under 2024 LTIP | |
| Cash Fees (structure reference) | Non-employee directors receive cash fees; mix varies by role/chair responsibilities | Reference amounts (2024): $102,500–$175,000 per director | Paid in cash for board/committee service | |
| Director Compensation Positioning for Vogel | Expected to receive compensation similar to other non-executive directors | Not specified | Consistent with program disclosed in 2024 proxy |
Context – 2024 non-employee director compensation:
| Director (2024) | Fees Earned (Cash) | Stock Awards | Total |
|---|---|---|---|
| Richard T. du Moulin | $175,000 | $120,000 | $295,000 |
| Eric S. Rosenfeld | $117,500 | $120,000 | $237,500 |
| David D. Sgro | $117,500 | $120,000 | $237,500 |
| Anthony Laura | $102,500 | $120,000 | $222,500 |
| Carl Claus Boggild | $102,500 | $120,000 | $222,500 |
| Karen H. Beachy | $117,500 | $120,000 | $237,500 |
Note: Christina Tan and Gary Vogel were appointed January 20, 2025, and thus are not in the 2024 compensation table .
Performance Compensation
- No performance-linked director compensation is disclosed: director equity grants are fully vested upon grant; no PSUs, options, or performance metric targets for directors are described .
No director-specific bonus targets, TSR hurdles, ESG metrics, options, or performance vesting terms disclosed for non-employee directors .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock with PANL | Notes |
|---|---|---|---|
| SFL Corp (NYSE: SFL) | Director | None disclosed | Active public directorship in shipping; could present industry overlap but no PANL-related transactions disclosed |
| Eagle Bulk Shipping Inc. (NYSE: EGLE) | Former CEO/Director | None disclosed | Ended 2024; background provides sector expertise |
- Item 404 related-party transactions: At appointment, no transactions in which Vogel has or will have an interest requiring disclosure under Item 404(a) were identified .
- Board-level related-party exposure (non-specific): A board member (not identified) has partial ownership in MTM Ship Management; amounts/payables to related parties are disclosed and reviewed by the Audit Committee .
Expertise & Qualifications
- Shipping industry leadership and supply chain management; CEO/Senior Executive; strategic planning/M&A; finance/capital allocation; financial literacy/accounting; regulatory/policy awareness (per Director Skills matrix) .
- Education/licensure: U.S. Merchant Marine Academy (B.S., 1988); U.S. Coast Guard Unlimited Tonnage 3rd Officer’s License; U.S. Naval Reserve service .
Equity Ownership
| Item | Disclosure for Gary Vogel | Source |
|---|---|---|
| Beneficial ownership (shares) | Not disclosed in the Security Ownership table; Vogel not individually listed | |
| Ownership % of outstanding shares | Not disclosed | |
| Vested vs. unvested equity | Director grants are fully vested upon grant; no unvested director awards described | |
| Options (exercisable/unexercisable) | None disclosed for directors | |
| Pledging/Hedging | Not disclosed for Vogel; Company has an Insider Trading Policy with pre-clearance and blackout provisions | |
| Stock ownership guidelines | Not disclosed for directors |
Governance Assessment
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Strengths:
- Independent director with deep operational expertise in dry bulk shipping; brings public board and CEO experience aligned with PANL’s business .
- Committee role on Compensation Committee enhances oversight of pay policies; committee is fully independent and maintains a clawback policy compliant with SEC/Nasdaq rules .
- Majority voting standard and clear board leadership structure (Chair and Lead Independent Director) support accountability .
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Potential risks/considerations:
- External role at SFL Corp creates industry overlap; while no PANL-related transactions are disclosed for Vogel, ongoing monitoring for conflicts is prudent .
- Board-level related-party relationships exist (e.g., MTM Ship Management partial ownership by an unspecified board member), though reviewed by the Audit Committee; transparency on identities would further strengthen investor confidence .
- Director equity grants are fully vested at grant and not performance-linked; while common for directors, this reduces explicit pay-for-performance alignment at the director level .
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Attendance/engagement:
- Committee activity levels were Audit: 4, Compensation: 11, Nominating & ESG: 4 meetings in 2024; Vogel joined in 2025—no 2024 attendance disclosure applicable .
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Disclosures indicating low conflict risk:
- No Item 404(a) related-party transactions for Vogel at appointment; no third‑party compensation arrangements for directors requiring disclosure under Nasdaq 5250(b)(3) .