Richard du Moulin
About Richard T. du Moulin
Richard T. du Moulin (age 78) is Chair of the Board and a Class III director at Pangaea Logistics Solutions (PANL); the Board has affirmatively determined he is independent under Nasdaq Rule 5605(a)(2) . He is a veteran shipping executive: EVP/COO/Director at OMI Corporation (1974–1989), Chairman & CEO at Marine Transport Lines (1989–1998) and Marine Transport Corporation (1998–2002), INTERTANKO Chairman (1996–1999), and a U.S. Navy veteran awarded the U.S. Coast Guard’s Distinguished Service Medal; he holds a BA from Dartmouth and MBA from Harvard . He stands for re-election as a Class III director in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OMI Corporation | EVP, COO, Director | 1974–1989 | Senior operations leadership for tanker fleet |
| Marine Transport Lines | Chairman & CEO | 1989–1998 | Led strategic and operational turnaround |
| Marine Transport Corporation | Chairman & CEO | 1998–2002 | Oversaw corporate strategy and governance |
| INTERTANKO | Chairman | 1996–1999 | Industry policy leadership for tanker owners |
| U.S. Navy | Officer | — | Awarded U.S. Coast Guard Distinguished Service Medal |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Teekay Tankers | Director | 2007–2024 | Public company board experience |
| Hudson Structured Capital Management | Advisor | 2020–2024 | Shipping/finance advisory |
| Seamen’s Church Institute (NY/NJ) | Board Trustee | Current | Maritime community leadership |
Board Governance
- Roles: Chair of the Board; member, Compensation Committee and Nominating & ESG Committee .
- Independence: Affirmed independent under Nasdaq and SEC rules; committees comprise independent directors .
- Committee cadence (2024): Audit (4 meetings), Compensation (11), Nominating & ESG (4). Audit Committee Chair: David Sgro; designated financial expert .
- Risk oversight: Board oversees management’s risk programs; Audit covers financial/reporting risks; Compensation oversees incentive risk; Nominating & ESG oversees independence and succession .
- Controls: A material weakness in ASC 606 application (revenue/expense reimbursements) identified with no net income impact; remediation underway (revenue recognition reviews, voyage accounting validation, supervisory controls) .
- Policies: Insider Trading Policy in place; third‑party compensation disclosure indicates no arrangements requiring Nasdaq 5250(b)(3) disclosure; Clawback policy adopted Nov 2023 for erroneously awarded comp following restatements .
Fixed Compensation
| Component (Director 2024) | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $175,000 | Non-employee director cash compensation |
| Stock awards | $120,000 | Restricted shares under 2024 LTIP; fully vested upon grant |
| Total | $295,000 | Sum of cash and equity |
Performance Compensation
Directors do not receive performance-based pay. The Compensation Committee’s executive incentive framework (for oversight context) uses the following metrics:
| Metric | Description/Use |
|---|---|
| Safety and environmental outcomes | Incident frequency and crew injuries inform annual discretionary bonuses |
| Revenue performance (TCE) | TCE vs Panamax/Supramax benchmarks, VESSELINDEX outperformance |
| Cash flow generation | EBITDA and operating cash flow |
| Cost control | Vessel OPEX and G&A per ship-day vs peers |
| Governance practices | Management’s engagement and risk oversight |
| Individual achievements | Personal/corporate goals; LTI grants vest over 3 years (1/3 annually) |
Other Directorships & Interlocks
- Prior public board: Teekay Tankers (Director 2007–2024) .
- PANL board additions tied to SSI/MTM transaction: Christina Tan (CEO of M.T. Maritime Management) and Gary Vogel designated by SSI; SSI has rights to nominate up to two directors and pre-emptive rights with a 25% minimum and 30% cap on ownership (subject to exceptions) .
- Related-party exposure: MTM Ship Management noted as related party; “a member of the Board” has partial ownership in MTM; PANL recorded $3,789,859 related to MTM and trade payables to Seamar JV ($1,181,015 at year-end) .
- Historical affiliation with CEO: du Moulin co-founded Intrepid Shipping LLC with Mark Filanowski in 2002 (pre-PANL), indicating longstanding ties .
Expertise & Qualifications
- Deep shipping operations/leadership, capital allocation and governance experience (CEO, COO roles; INTERTANKO chairman) .
- Financial literacy and strategic M&A background; extensive public board exposure .
- Education: BA (Dartmouth), MBA (Harvard) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 266,118 shares | As of record date March 18, 2025; less than 1% |
| Ownership % of outstanding | <1% | 65,628,437 shares outstanding |
| Director equity grant policy | ~$120,000 restricted shares; fully vested upon grant | 2024 non-employee director program |
| Pledging | Not disclosed | — |
Insider transactions (Form 4) – equity awards:
| Metric | 2023-02-15 | 2024-02-16 | 2025-02-19 |
|---|---|---|---|
| Shares awarded (A) | 16,287 | 14,101 | 23,077 |
| Price | $6.14 | $8.51 | $5.20 |
| Post-transaction holdings | 228,940 | 243,041 | 266,118 |
Governance Assessment
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Strengths:
- Independent Chair with decades of sector leadership; sits on key governance committees (Compensation; Nominating & ESG) .
- Board maintains strong governance scaffolding (Insider Trading Policy, Clawback Policy, independence affirmations) .
- Director equity plus ongoing Form 4 awards demonstrate share ownership alignment (<1% but increasing holdings) .
-
Potential risks and red flags:
- Historical business partnership with current CEO (co-founded Intrepid Shipping LLC), which may create perceived alignment risks despite formal independence .
- Related-party exposure to MTM Ship Management (board member partial ownership), plus SSI’s board designation and 25–30% stake rights could introduce interlocks and influence dynamics; requires vigilant committee oversight and robust RPT controls .
- Material weakness in revenue recognition (ASC 606) indicates control shortcomings; remediation is underway, but sustained monitoring is warranted .
-
Engagement signals:
- High committee activity in 2024 (Audit 4; Compensation 11; Nominating & ESG 4). Attendance rates not disclosed, but cadence suggests active oversight .
- Compensation Committee’s metric set emphasizes safety, TCE outperformance, EBITDA/cash flow and cost discipline, supporting pay-for-performance alignment for executives under Board oversight .