Mark Filanowski
About Mark Filanowski
Mark L. Filanowski, age 70, is CEO and a director of Pangaea Logistics Solutions (PANL); he became CEO in December 2021, has served on the board since 2014, and previously was COO (2016–2021). He holds a BS from the University of Connecticut and an MBA from New York University, and will retire as CEO and step down from the board effective January 1, 2026. Operationally, PANL delivered 2024 revenue of $536.5M, net income of $28.9M, Adjusted EBITDA of $83.0M, and TCE of $16,485/day with sustained outperformance vs market indices; TSR in the pay-versus-performance table ended 2024 at $70 on a $100 hypothetical investment. Governance mitigants include a separate Chair and a Lead Independent Director.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pangaea Logistics Solutions | Chief Executive Officer; Director | CEO since Dec 2021; Director since 2014 | Led fleet/terminal expansion; TCE outperformance vs market; executed board and governance processes. |
| Pangaea Logistics Solutions | Chief Operating Officer | 2016–2021 | Operational leadership across dry bulk logistics and ice-class operations; performance setup for CEO transition. |
| Pangaea Logistics Solutions | Consultant | 2014–2016 | Advisory support pre-COO tenure. |
| Intrepid Shipping LLC | Co-founder | 2002–(not disclosed) | Co-founded shipping platform with PANL director Richard du Moulin; industry relationships and asset expertise. |
| Marine Transport Corporation | CFO & SVP | 1989–2002 | Finance and senior operations leadership at marine transport company. |
| Armtek Corporation | VP & Controller | 1984–1988 | Corporate finance and controls. |
| Ernst & Young | CPA | 1976–1984 | Audit/assurance foundation supporting finance acumen. |
External Roles
| Organization | Role | Years | Notes / Strategic Impact |
|---|---|---|---|
| Arvak (marine insurance) | Chairman of the Board | (not disclosed) | Insurance oversight relevant to maritime risk. |
| Shoreline Mutual (Bermuda) Ltd. (marine insurance) | Chairman of the Board | (not disclosed) | Insurance governance and maritime risk management expertise. |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $450,000 | $550,000 |
| Cash Bonus (Actual) | $600,000 | $708,000 |
| Stock Awards (Grant-date FV) | $399,994 | $448,460 |
| All Other Compensation | $34,273 | $32,619 |
| Total Compensation | $1,484,267 | $1,739,079 |
Notes:
- Company uses an independent compensation consultant (Lyons, Benenson & Co., Inc.) to advise the Compensation Committee.
- PANL is a Smaller Reporting Company; disclosures are in lieu of a full CD&A.
Performance Compensation
Compensation program features and metrics (no formal weightings disclosed):
- Annual discretionary cash bonus considers: safety outcomes, TCE vs benchmarks, cash flow (EBITDA and operating cash flow), cost control (opex and G&A per ship day), governance/board engagement, and individual objectives.
- Long-term incentives: restricted common shares vesting 1/3 annually over three years for recent grants; grants made on 3/19/2024 and 2/18/2025.
Performance context (company-level KPIs cited in pay decisions):
- Adjusted EBITDA: $83.0M (2024).
- TCE: $16,485/day in 2024; outperformed blended Panamax/Supramax market by ~24% (company also references ~29% outperformance on a trailing five-year basis).
- Net income attributable to PANL: $28.9M (2024).
| Metric | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|
| Safety & environmental performance | Not disclosed | Committee cited exemplary fleet safety at/above benchmarks; bonuses awarded | Annual bonus; discretionary assessment. |
| TCE vs market | Not disclosed | $16,485/day; ~24% outperformance vs Panamax/Supramax average | Annual bonus context. |
| Cash flow (EBITDA/OCF) | Not disclosed | Adjusted EBITDA $83.0M | Annual bonus context. |
| Cost control (vessel opex, G&A) | Not disclosed | Opex per ship day declined YoY; G&A per ship day at/below peers | Annual bonus context. |
| Individual goals/governance | Not disclosed | Committee recognized exec team’s liquidity and share performance improvements | Annual bonus; discretionary. |
| RSUs (restricted shares) | N/A | Grants on 3/19/2024 and 2/18/2025 | 1/3 per year over 3 years. |
Outstanding equity awards (CEO) – grant-by-grant detail as of 12/31/2024:
| Grant Date | Unvested Shares | Reported Market Value |
|---|---|---|
| 12/28/2020 | 16,667 | $89,335 |
| 01/03/2022 | 23,334 | $125,070 |
| 01/03/2023 | 81,301 | $435,773 |
| 03/19/2024 | 43,041 | $230,700 |
| 02/18/2025 | 84,615 | $448,460 |
| Total | 248,958 | $1,329,338 |
Additional incentive policy and controls:
- Equity award timing policy avoids grants around MNPI; no shares were sold to cover taxes in 2024/2025 grants (company satisfied tax obligations otherwise).
- Clawback policy adopted November 2023 (SEC Rule 10D-1/Nasdaq): Committee discretion with recovery in event of restatement caused by executive misconduct.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (CEO) | 547,686 shares; includes 67,007 held by family members; <1% of outstanding. |
| Unvested RSUs (as of 12/31/2024) | 248,958 shares ($1,329,338 reported value). |
| Stock Options | No option awards disclosed for CEO in 2023–2024 tables. |
| Pledging/Hedging | Insider Trading Policy governs trading, pre-clearance, blackout periods, and 10b5-1 plans; no explicit pledging disclosure noted. |
| Ownership Guidelines | No executive stock ownership guidelines disclosed in the proxy. (Not disclosed.) |
Security ownership snapshot (select holders):
- Strategic Shipping Inc./affiliates: 18,359,342 shares (~27.97%).
- Lagoa Investments: 8,342,193 shares (~12.71%).
Employment Terms
- Employment contracts: PANL reports no employment agreements for executive officers.
- Severance / Change-in-Control: None disclosed; executives have no contractual rights to severance.
- Clawback: Adopted Nov 2023; recovery upon restatement caused by executive misconduct, per committee discretion.
- Non-compete / Non-solicit / Garden leave / Deferred comp / Pension/SERP: Not disclosed.
- Planned transition: CEO retirement and board departure effective January 1, 2026; COO Mads Petersen named successor and to join the board at that time.
Board Governance
- Board roles: Separate Chair (Richard T. du Moulin) and Lead Independent Director (Carl Claus Boggild). Filanowski is CEO and a director (non-independent).
- Committee memberships (2024 meetings: Audit 4; Compensation 11; Nominating & ESG 4): Filanowski is not listed on board committees.
- Independence: Board has determined independent directors per Nasdaq/SEC, excluding management; independent composition spans committees.
- Director compensation: Executive directors (including Filanowski) receive no additional director pay; non-employee directors receive fees plus ~$120,000 in fully vested stock awards.
Board service history and dual-role implications:
- Filanowski has been a director since 2014 and CEO since late 2021; governance structure mitigates dual-role risks via independent Chair and Lead Independent Director, independent committees, and committee activity levels.
- Investor and Registration Rights Agreement provides a major shareholder the right to designate up to two directors and at least one independent designee on the Compensation Committee, potentially influencing governance dynamics; company remains compliant with independence requirements.
Director/Say-on-Pay Voting Signals
- Say-on-pay (2025 AGM): For 50,858,848; Against 1,871,813; Abstain 603,339; Broker non-votes 5,742,635. Strong support signal.
- Say-on-frequency (2025 AGM): “One Year” received 50,071,404 vs. 2,538,623 for “Three Years”; board recommends annual votes.
- Director elections (2025 AGM): Class II nominees elected with substantial majorities.
Related Party Transactions and Red Flags
- Related party: MTM Ship Management—board member partial ownership; $3.79M reflected in advances/prepaids as of 12/31/2024.
- Material weakness: Revenue recognition (ASC 606) control weakness related to customer reimbursements; no net income impact; remediation in progress.
- Clawback design: Recovery tied to misconduct in the event of restatements—narrower than some market implementations; nonetheless compliant with listing standards.
- Insider trading controls: Robust policy with pre-clearance and blackout periods; 10b5-1 plan allowance.
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenue | $499.3M | $536.5M |
| Net Income Attributable to PANL | $26.3M | $28.9M |
| Adjusted EBITDA | $79.7M | $83.0M |
| TCE ($/day) | $15,849 | $16,485 |
| Pay vs Performance TSR ($100 hypothetical) | $168 | $70 |
Achievements cited during tenure:
- Tripling of owned vessel fleet and expansion to 10 marine terminals across the U.S. Gulf Coast and Mid-Atlantic regions, per succession press release commentary.
Compensation Structure Analysis
- Mix shift YoY (2023 → 2024): Base salary increased to $550k; cash bonus rose to $708k; equity grant FV increased to $448k, keeping a meaningful at-risk equity component.
- Equity vehicle: Use of time-vested restricted shares (RSUs) rather than options lowers risk versus options but promotes retention and alignment; three-year ratable vesting.
- Discretionary bonus framework: Emphasizes operational outperformance (TCE), safety, cash flow, and cost control; 2024 metrics and commentary support bonus outcomes.
- Clawback and grant-timing controls strengthen governance around incentive pay.
Equity Ownership & Director Compensation (Board context)
- Non-employee directors receive cash plus ~$120,000 fully vested stock per year; executive directors (including Filanowski) do not receive additional director pay.
- Major shareholder board rights and pre-emptive rights under the Investor and Registration Rights Agreement underscore potential future supply dynamics and board composition influence; includes compensation committee representation by an independent designee.
Employment Contracts, Severance, and CoC Economics
- No employment agreements, severance, or change-of-control acceleration provisions disclosed for executives; implies limited contractual termination costs; retention relies on ongoing equity vesting and discretionary bonus opportunities.
Investment Implications
- Alignment: CEO compensation aligns with key operating drivers (TCE outperformance, EBITDA, safety, cost control). RSUs with three-year vesting support retention and reduce near-term selling pressure; CEO holds 248,958 unvested shares as of year-end 2024.
- Governance: Dual role (CEO/director) is mitigated by separate Chair, a Lead Independent Director, and independent committees; however, investor board designation rights and a clawback policy tied to misconduct (rather than strict no-fault) warrant monitoring.
- Execution risk: Announced CEO transition (effective Jan 1, 2026) shifts focus to continuity under COO-CEO successor; track record and board integration plans partially de-risk succession.
- Trading signals: Strong 2025 say-on-pay support and equity vesting cadence suggest limited immediate insider selling pressure from the CEO; monitor any future Form 4 activity and broader shareholder registration activity tied to major holders’ rights.