Mads Petersen
About Mads Petersen
Chief Operating Officer since 2022 and incoming President & CEO effective January 1, 2026 (age 46). Joined Pangaea in 2009 to establish and lead Nordic Bulk Carriers; holds an Executive MBA in Shipping and Logistics from Copenhagen Business School . Company performance under the current team features sustained TCE outperformance vs Panamax/Supramax indices (avg +29% over 5 years), 2024 adjusted EBITDA $83.0M, and 2022–2024 TSR and net income as below .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (index, $100 basis) | $144 | $168 | $70 |
| Net Income ($USD thousands) | $79,491 | $26,323 | $28,903 |
| Adjusted EBITDA ($USD millions) | — | — | $83.0 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nordic Bulk Carriers (Pangaea subsidiary) | Managing Director; led Copenhagen office; ice-class fleet expansion | 2009–2022+ | Built and operated the largest high ice class dry bulk fleet; developed cargo contracts and newbuilding programs in Japan/China |
| Pangaea Logistics Solutions | Chief Operating Officer | 2022–2025 | Oversaw commercial, operational, technical functions; group strategy and execution |
External Roles
No public company directorships disclosed prior to his CEO appointment; he will join Pangaea’s Board effective January 1, 2026 .
Fixed Compensation
| Component ($USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $350,000 | $425,000 |
| Cash Bonus (actual) | $375,000 | $423,000 |
| All Other Compensation (401k match, health) | $7,587 | $18,819 |
| Total | $957,586 | $1,126,720 |
Notes:
- Smaller Reporting Company disclosures; no employment agreement in place for executives .
Performance Compensation
Long-Term Incentive Awards (Restricted Stock)
Vesting for recent awards: 3-year schedule, 1/3 each anniversary of grant .
| Grant Date | Shares | Grant-Date Fair Value ($USD) |
|---|---|---|
| 12/15/2020 | 10,000 | $53,600 |
| 01/03/2022 | 20,000 | $107,200 |
| 01/03/2023 | 60,976 | $326,831 |
| 03/19/2024 | 24,211 | $129,771 |
| 02/18/2025 | 49,038 | $259,901 |
Outstanding unvested RS at FY-end:
- 164,225 shares unvested as of December 31, 2024 (market value $877,304) .
Stock options: none outstanding; equity plan shows no options/warrants .
Annual Bonus Metrics and Structure
Discretionary annual cash bonus considers:
- Safety outcomes; incident frequency and crew injuries
- TCE revenue performance vs market/peer benchmarks
- Cash flow (EBITDA, operating cash flow)
- Cost control (vessel OPEX; G&A per ship day)
- Governance and Board engagement
- Individual achievements vs personal/corporate goals
No specific metric weightings/targets disclosed; bonuses awarded based on holistic achievement .
Clawback Policy
Company adopted a clawback policy in November 2023 to recover erroneously awarded compensation (bonuses/equity) in event of a financial restatement; policy requires executive misconduct for recovery under Committee discretion. Filed with the 2024 Form 10-K .
Equity Ownership & Alignment
| Holding Detail | Amount |
|---|---|
| Beneficial Ownership (shares) | 699,588 |
| Ownership % of outstanding | 1.07% (based on 65,628,437 shares) |
| Unvested RS (FY-end 2024) | 164,225 shares |
| Options (exercisable/unexercisable) | None |
| Pledging/Hedging by executive | No pledging/hedging disclosure specific to executives; firm-level insider trading policy with blackout and pre-clearance |
Share sale pressure:
- Company states executives retained full number of shares granted; no shares sold to cover tax withholding obligations for 2024/2025 grants .
Ownership guidelines:
- No executive ownership guideline disclosures found in proxy/10-K .
Context:
- Certain subsidiary-level stock pledge agreements exist in financing documents (corporate collateral), not executive personal share pledges .
Employment Terms
| Term | Detail |
|---|---|
| Employment start at Pangaea | 2009 (established Nordic Bulk Carriers; joined Pangaea group) |
| COO appointment | Effective April 1, 2022 (announced Feb 22, 2022) |
| CEO appointment | Effective January 1, 2026; will join Board concurrently |
| Contract status | No employment agreements for executive officers |
| Severance/Change-in-Control | No contractual severance or change-in-control entitlements disclosed |
| Non-compete/Non-solicit/Garden leave | Not disclosed in proxy/8-Ks |
| Clawback | Adopted Nov 2023; see above |
Performance & Track Record
- Strategic execution: Led expansion of ice-class bulk fleet and niche trades; built largest high ice class dry bulk fleet; advanced cargo contract development and newbuild programs .
- Operating outperformance: Company’s TCE outperformed market by avg 29% over trailing 5 years; strong third-party index (VESSELINDEX) rankings over six years .
- Financial: 2024 adjusted EBITDA $83.0M; net income $28.9M; TSR varied materially with cycle (2022 $144, 2023 $168, 2024 $70 on $100 basis) .
- Corporate development: Completed merger and fleet combination with Strategic Shipping Inc. January 6, 2025 . Management team—including Petersen—credited for transaction and performance .
Board Governance (context for compensation oversight)
- Compensation Committee: Independent directors Richard du Moulin (Chair), Eric Rosenfeld, David Sgro, Karen Beachy, Gary Vogel; oversees executive pay, goals, LTI plans; uses independent consultant Lyons, Benenson & Co., Inc. .
- Say-on-Pay 2025: Advisory vote approval—For 50,858,848; Against 1,871,813; Abstain 603,339; Broker non-vote 5,742,635 .
Say-On-Pay & Shareholder Feedback
| Item | Votes For | Votes Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| 2025 Say-on-Pay (Advisory) | 50,858,848 | 1,871,813 | 603,339 | 5,742,635 |
| Frequency Recommendation | One year: 50,071,404; Two years: 201,802; Three years: 2,538,623; Abstain: 522,171; Broker non-vote: 5,742,635 |
Compensation Structure Analysis
- Shift in cash vs equity: Base salary increased 2023→2024 ($350k→$425k), cash bonus modestly down ($375k→$423k) and RSU grant values increased ($224,999→$259,901), maintaining high equity mix .
- Options vs RSUs: Program relies on restricted stock; no options outstanding—lower convexity risk to executives relative to options .
- At-risk vs guaranteed: Discretionary bonus tied to operating and governance outcomes; equity vests over 3 years—meaningful retention element .
- Clawback: Implemented consistent with 10D-1; recovery upon restatement with misconduct requirement—partial alignment tool .
- Tax gross-ups/COC enhancements: Not disclosed; no contractual severance/change-in-control entitlements .
Risk Indicators & Red Flags
- Insider trading controls: Formal policy with blackout and pre-clearance; helps mitigate opportunistic trading risk .
- Pledging/Hedging: No executive-level pledging/hedging policy disclosure; corporate-level stock pledges in financing at subsidiaries are separate from personal holdings .
- Controls: 2024 material weakness in ASC 606 application (revenue/expense reimbursements); no net income impact; remediation underway (revenue recognition reviews, validation controls, supervisory controls) .
Equity Ownership & Alignment (detail)
| Measure | Value |
|---|---|
| Beneficial shares | 699,588 (1.07% of outstanding) |
| Unvested RS at FY-end 2024 | 164,225 shares ($877,304 market value) |
| Ownership change context | Pre-merger holdings 650,550 (as of 2024 proxy baseline); post-merger dilution disclosed for SSI issuance—context for future % changes |
Employment Terms
See table above; executives have no employment agreements or severance/change-in-control contracts, indicating compensation flexibility and lower structural downside protection for the executive .
Investment Implications
- Alignment: Petersen’s substantial share ownership (1.07%) and multi-year RSU vesting create tangible alignment; absence of personal pledging disclosures and adherence to insider trading controls reduce hedging/pledging risk .
- Retention: 3-year RSU vesting and incoming CEO role signal low near-term departure risk; lack of severance/COC protections implies management confidence but also limited guaranteed pay .
- Pay-for-performance: Bonus design reflects operational metrics (safety, TCE, cash flow, costs); recent adjusted EBITDA strength and TCE outperformance support discretionary payouts; TSR variability underscores cyclicality—investors should monitor metric calibration through cycles .
- Trading signals: “Retained full shares; no tax-selling” on recent grants suggests minimized near-term selling pressure; watch future vesting dates and blackout windows for potential liquidity events .