Gianni Del Signore
About Gianni Del Signore
Gianni Del Signore is Chief Financial Officer and Secretary of Pangaea Logistics Solutions (PANL), overseeing finance, accounting, reporting, strategy, and IT; previously Controller (2010–2017) and before that Assurance Services at Ernst & Young (2005–2010). He holds an MBA from Bryant University and a BS in Accountancy from Providence College and is a Certified Public Accountant (inactive) . Pay-versus-performance disclosures show non-PEO NEO compensation alignment with company results amid industry cyclicality; company TSR measured on a $100 basis was $144 in 2022, $168 in 2023, and $70 in 2024, with net income of $79,491k in 2022, $26,323k in 2023, and $28,903k in 2024 . PANL’s compensation framework emphasizes long-term incentives and discretionary annual bonuses assessed against safety, TCE outperformance, EBITDA/operating cash flow, cost control, governance, and individual goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pangaea Logistics Solutions Ltd. | Controller | 2010–2017 | Built internal finance and reporting capability pre- and post-public company era |
| Ernst & Young | Assurance Services | 2005–2010 | External audit/assurance experience foundational to public company reporting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young | Assurance Services | 2005–2010 | PCAOB/SEC reporting rigor supporting CFO governance and controls |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $200,000 | $300,000 | $350,000 |
| Cash Bonus ($) | $450,000 | $275,000 | $348,000 |
| Stock Awards ($) (ASC 718 grant-date fair value) | $274,898 | $199,997 | $214,041 |
| All Other Compensation ($) | $21,428 | $27,080 | $40,533 |
| Total Compensation ($) | $924,898 | $802,077 | $952,574 |
All Other Compensation represents 401(k) matching and health insurance premiums .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Safety & environmental incidents | Not disclosed | Not disclosed | “Exemplary safety records” vs industry average (2022, 2023) | Discretionary cash bonus reflects performance | Restricted stock; historically years 3–5; recent grants 25% annually yrs 1–4 |
| TCE outperformance vs peers | Not disclosed | Not disclosed | “Second highest average outperformance of 28 public dry bulk companies” over six years through 2023 | Discretionary cash bonus reflects performance | Restricted stock vesting as above |
| Adjusted EBITDA / Operating Cash Flow | Not disclosed | Not disclosed | Adjusted EBITDA $140.9M (record 2022) and $79.9M (2023) | Discretionary cash bonus reflects performance | Restricted stock vesting as above |
| Cost control (opex, G&A) | Not disclosed | Not disclosed | G&A per ship-day below peers; opex inflation pressures | Discretionary cash bonus reflects performance | Restricted stock vesting as above |
| Governance & risk reporting | Not disclosed | Not disclosed | Committee highlighted governance as a performance strength | Discretionary cash bonus reflects performance | Restricted stock vesting as above |
| Individual goals | Not disclosed | Not disclosed | Reflected in annual bonus awards | Discretionary cash bonus reflects performance | Restricted stock vesting as above |
PANL is a Smaller Reporting Company and does not provide CD&A nor specific metric weightings/targets; bonuses are discretionary against these criteria .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 362,062 shares |
| Ownership (% of outstanding) | 0.77% (pre-merger base of 46,902,091 shares) |
| Stock Ownership Guidelines | Not disclosed in proxies reviewed |
| Hedging/Pledging | No pledging disclosures identified in reviewed proxies (not stated) |
Outstanding Unvested Restricted Stock (as of 12/31/2024; market value at table disclosure)
| Grant Date | Unvested Shares | Market Value ($) |
|---|---|---|
| 12/28/2020 | 18,334 | $98,270 |
| 01/03/2022 | 20,000 | $107,200 |
| 01/03/2023 | 50,813 | $272,358 |
| 03/19/2024 | 21,521 | $115,353 |
| 02/18/2025 | 40,385 | $214,041 |
| Total | 151,053 | $807,221 |
Recent grants vest 25% annually years 1–4; historically vest in years 3–5 . Equity awards are timed to avoid MNPI; 2024 grants on March 19, 2024 and additional grants on February 18, 2025; company states no shares were sold to cover taxes (reduces near-term selling pressure) .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | None; executives do not have employment contract agreements |
| Severance | No contractual rights to severance payments for named executive officers |
| Retirement Benefits | None beyond standard 401(k) participation |
| Clawback Policy | Adopted November 2023; requires recovery of erroneously awarded compensation (bonuses/equity) in event of a financial restatement; Committee has discretion and links recovery to executive misconduct; filed with FY 2024 Form 10-K |
| 2024 Share Incentive Plan | Effective Aug 8, 2024 through Aug 7, 2034; subject to company clawback policy; Board/Committee may suspend/terminate; governs outstanding awards post-suspension/termination |
| Equity Grant Timing | Committee avoids granting near material disclosures; 2024 grants March 19, 2024; 2025 grants February 18, 2025 |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Shareholder Return ($ on $100 basis) | $144 | $168 | $70 |
| Net Income ($000s) | $79,491 | $26,323 | $28,903 |
Adjusted EBITDA (select years)
| Metric | FY 2022 | FY 2023 |
|---|---|---|
| Adjusted EBITDA ($M) | $140.9 | $79.9 |
Say‑on‑Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| 2024 Say‑on‑Pay (Advisory) | 33,578,692 | 1,465,417 | 115,098 | 4,897,382 |
| 2024 Plan Approval | 28,978,202 | 5,346,872 | 834,133 | 4,897,382 |
Compensation Committee Analysis
- Composition: Independent directors Richard du Moulin, Eric Rosenfeld, David Sgro, Karen Beachy, and Gary Vogel; no interlocks; oversees officer/director pay and plan administration .
- Independent advisor: Lyons, Benenson & Co., Inc. supports Committee decisions .
- Philosophy: High proportion of long‑term equity; flexible/discretionary cash bonuses due to industry cyclicality .
- Clawback integration: All awards subject to company’s clawback/recoupment policies .
Compensation Structure Observations
- Cash vs equity mix: 2023→2024 salary rose ($300k→$350k), bonus rose ($275k→$348k), stock awards rose modestly ($199,997→$214,041); suggests balanced increase across cash and equity .
- Equity instrument: Restricted stock only; no options disclosed for NEOs; vesting now faster (25% per year over 4 years) vs prior years (years 3–5) — a modest shift lowering timing risk for executives .
- Contractual protections: No employment agreements or severance; governance-friendly clawback adopted .
- Grant timing and selling pressure: Committee avoids MNPI proximity; company states no tax-withholding share sales for 2024/2025 grants, lowering immediate selling overhang .
Investment Implications
- Alignment: Del Signore’s meaningful ownership (362k shares; ~0.77%) and substantial unvested RSUs (151k units; ~$807k market value) provide equity alignment; accelerated vesting cadence (25% over 4 years) supports retention while maintaining long‑term orientation .
- Risk: Absence of employment agreements or severance reduces guaranteed protections; combined with cyclicality, retention relies on equity value and discretionary bonuses; clawback adds discipline on financial reporting .
- Performance context: TSR declined in 2024 on a $100 basis while net income recovered modestly, highlighting industry volatility; bonus design tied to safety, TCE, EBITDA/OCF, and cost control suggests pay responds to operational execution rather than short‑term stock moves .
- Trading signals: Company disclosure that executives did not sell shares for tax withholding on recent grants reduces near‑term insider selling pressure; continued RSU vesting schedule implies periodic unlocks but not forced sales .