Karen Beachy
About Karen H. Beachy
Karen H. Beachy, 54, is an independent Class III director of Pangaea Logistics Solutions (PANL), serving since March 2022. She is a seasoned utility and supply chain executive, previously SVP of Growth & Strategy at Black Hills Corporation, with prior roles at Vectren (CenterPoint Energy), Louisville Gas & Electric/Kentucky Utilities, and an expatriate assignment at E.ON. She holds a bachelor’s in political science and a master’s in management from Purdue University and currently serves as a director of Oceaneering International (NYSE: OII). Beachy’s board tenure at PANL began in March 2022 and continues through her Class III term, with reelection in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Hills Corporation | Senior Vice President, Growth & Strategy; previously Director of Supply Chain (2014), VP Supply Chain (2016) | 2014–post-2016; SVP dates not specified | Led corporate planning, business development, data/analytics, energy innovation, asset optimization; responsible for sourcing, procurement, fleet, materials mgmt |
| Vectren (now CenterPoint Energy) | Led Ohio gas operations; supply chain | 2010–2014 | Operations leadership and supply chain management |
| Louisville Gas & Electric / Kentucky Utilities | Corporate development, products & services, electric operations, supplier diversity | 1995–2008 | Diverse operational and corporate roles |
| E.ON (Germany) | Project Manager, global LNG procurement | 2007 | International LNG project experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oceaneering International (NYSE: OII) | Director | Current | Director at a global engineered services/products company across offshore energy, defense, aerospace, entertainment |
| Think B3 Consulting | Founder | Jan 2021–present | Strategic consulting; worked with Alliance Risk Group on integrated risk mgmt and resilient grid solutions |
Board Governance
- Independence: Determined independent under Nasdaq Rule 5605(a)(2); all committee members meet Nasdaq and SEC independence requirements .
- Classification: Class III director; stands for reelection in 2026 .
- Committee assignments and chair roles:
- Audit Committee: Member (Chair: David Sgro; Beachy member) .
- Compensation Committee: Member .
- Nominating & ESG Committee: Not listed as a member .
- Meetings held in 2024: Audit (4), Compensation (11), Nominating & ESG (4); director attendance rates not disclosed .
- Audit Committee responsibilities include reviewing related party transactions and overseeing financial reporting and internal controls .
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| 2024 | $117,500 | $120,000 | $237,500 |
- Director equity program: Each non-employee director receives a restricted share award with grant-date fair value of approximately $120,000 under the 2024 LTIP; shares are fully vested upon grant (ASC 718 basis) .
Performance Compensation
| Component | Structure | Metrics |
|---|---|---|
| Non-Employee Director Compensation | Cash retainer + fully vested restricted shares | No performance-conditioned elements disclosed for directors |
Note: Executive bonus/performance metrics (e.g., Safety, TCE revenue performance, EBITDA, cost control, governance) are described for NEOs, not directors .
Other Directorships & Interlocks
- Current public company boards: Oceaneering International (NYSE: OII) – Director .
- Compensation Committee interlocks: None during FY2024; no committee members have been officers/employees of PANL or subsidiaries .
Expertise & Qualifications
- Skills: Public board experience; shipping/supply chain management; senior executive roles; strategic planning/M&A; human capital; finance/capital allocation; financial literacy/accounting; regulatory/policy matters .
- Lead independent director on PANL board is Carl Claus Boggild (context for governance structure) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Karen H. Beachy | 67,670 | Less than 1% | Outstanding shares: 65,628,437 |
- Pledging/hedging: Insider Trading Policy prohibits trading while in possession of MNPI and imposes pre-clearance/blackouts; no specific pledging/hedging disclosures for directors found .
- Section 16 compliance: All Section 16 officers/directors complied with reporting requirements in 2024 .
Governance Assessment
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Strengths:
- Independent director serving on both Audit and Compensation Committees; Audit Committee directly oversees related party transactions and internal controls .
- No third-party compensation arrangements for directors per Nasdaq Rule 5250(b)(3), reducing conflict risk .
- Strong shareholder support: 2025 say-on-pay received 50,858,848 “For” vs 1,871,813 “Against”; “One-year” frequency preferred (50,071,404 votes) .
-
Watch items / RED FLAGS:
- Director equity awards are fully vested upon grant, which can dilute retention/long-term alignment compared to deferred vesting structures .
- Material weakness identified in revenue recognition (ASC 606) for reimbursements; while no net income impact or restatement, it heightens the importance of Audit Committee oversight during remediation .
- Related party transactions exist at PANL (e.g., MTM Ship Management affiliation with a board member), though not attributed to Beachy; Audit Committee reviews such transactions .
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Additional governance signals:
- Clawback Policy adopted Nov 2023 for erroneously awarded compensation upon financial restatements due to executive misconduct .
- Board committee independence affirmed; robust committee activity (11 Compensation meetings in 2024) suggests active engagement .
No director-specific attendance rates, stock ownership guidelines, or pledging disclosures for Beachy were found in the latest proxy. Section 16 compliance was affirmed for 2024 .