UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended December 31, 2025
or
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from to
Commission file number 001-33393
(Exact name of registrant as specified in its charter)
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Republic of the
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State or other jurisdiction of
incorporation or organization
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(I.R.S. Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (646 ) 443-8550
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the registrant’s voting common equity held by non-affiliates of the registrant on the last business day of the
registrant’s most recently completed second fiscal quarter, computed by reference to the last sale price of such stock of $13.07 per share as of June 30, 2025 was approximately $551.8 million. The registrant has no non-voting common equity issued and outstanding. The determination of affiliate status for purposes of this paragraph is not necessarily a conclusive
determination for any other purpose.
The number of shares outstanding of the registrant’s common stock as of April 30,
2026 was 43,577,051 shares.
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DOCUMENTS INCORPORATED BY REFERENCE
None.
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, that was
filed with the Securities and Exchange Commission (“SEC”) on February 18, 2026 (the “Original Filing”). We are filing this Amendment to provide the information required by Part III of Form 10-K, which information was previously omitted from the
Form 10-K in reliance on General Instruction G(3) to Form 10-K. Accordingly, we hereby amend and replace in its entirety Part III of the Original Filing. Except as set forth in Part III (Items 10, 11, 12, 13 and 14), no other changes are made to
the Original Filing. The Original Filing continues to speak as of the date of the Original Filing. Unless expressly stated, this Amendment does not reflect events occurring after the filing of the Original Filing, nor does it modify or update in
any way the disclosures contained in the Original Filing. This Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
In the context of this Amendment, unless otherwise indicated or the context otherwise requires, “Genco,” the “Company,” “we,” “us,” and “our” refer
to Genco Shipping & Trading Limited and its subsidiaries.
Directors
The following table sets forth information regarding the nominees for re-election as directors:
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Name
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Age
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Position
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John C. Wobensmith
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56
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Chairman of the Board , Chief Executive Officer, President, and Director
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Paramita Das
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49
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Director
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Kathleen C. Haines
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71
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Director
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Basil G. Mavroleon
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78
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Director
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Karin Y. Orsel
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56
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Director
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Arthur L. Regan
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63
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Director
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John C. Wobensmith has served as a director of Genco since May 29, 2021, Chairman of the Board since August 26, 2025, our Chief Executive Officer since March 23, 2017, and our President since December
19, 2014. From April 2005 until his appointment as President, he served as our Chief Financial Officer and Principal Accounting Officer. From 2010 until Baltic Trading’s merger with our Company on July 17, 2015, Mr. Wobensmith served as
President, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer of Baltic Trading. He was given the additional title of Chief Executive Officer of Genco on March 23, 2017. He also served as a director of Ultrapetrol
(Bahamas) Limited, a marine transportation company, from 2016 to 2017. Mr. Wobensmith has over 25 years of experience in the shipping industry. Before becoming our Chief Financial Officer, Mr. Wobensmith served as a Senior Vice President with
American Marine Advisors, Inc., now known as AMA Capital Partners, LLC, a shipping and offshore merchant bank and advisor. While at
American Marine Advisors, Inc., Mr. Wobensmith was involved in mergers and acquisitions, equity fund management, debt placement and equity placement in the shipping industry. From 1993 through 2000, he worked in the international maritime
lending group of The First National Bank of Maryland, serving as a Vice President from 1998. Mr. Wobensmith has a Bachelor’s Degree in economics from St. Mary’s College of Maryland. He also was appointed by the Governor of Maryland and
currently serves on the Board of Trustees and as Treasurer of the Board at St. Mary’s College of Maryland. Mr. Wobensmith holds the Chartered Financial Analyst designation. As a result of these and other professional experiences, Genco
believes Mr. Wobensmith possesses knowledge and experience regarding the shipping industry, finance, and general business matters that strengthen the Board’s collective qualifications, skills and experience.
Paramita Das has
served as a director of Genco since March 8, 2024. Ms. Das has served as the Chief Strategy Officer and Senior Advisor to the Chief Executive Officer of Stardust Power Inc. from September 2024 through November 2025. Previously, Ms. Das served
as the Global Head of Marketing, Development and ESG (Chief Marketing Officer) Metals and Minerals at Rio Tinto, a global mining group, from June 2022 through February 2024. Prior to that, she served in various roles of increasing
responsibility at Rio Tinto, including as President of Rio Tinto Nickle Inc. (renamed Rio Tinto Commercial Americas Inc), President and CEO of Alcan Primary Products Company, LLC and a member of the Board of Directors of Rio Tinto Services Inc.
since 2019; General Manager, Marketing and Development, Metals, and Head of the Chicago Commercial Office from 2018 to 2022, and Chief of Staff/Group Business Executive to the Rio Tinto Group CEO from 2016 to 2017. Prior to her tenure at Rio
Tinto, Ms. Das served as Chief Strategy Officer for Consortium at Sumitomo Corporation, Itochu Corporation, UACJ Consortium and Head of Strategic Planning & Performance at BP. Ms. Das has served on the Board of Coeur Mining, Inc. since May
2023, Toromont Industries since November 2024 and has served on the Advisory Board of Durendal Resources, a company in the business of AI-backed, geoscience-based metals exploration since March 2024. She earned a Master of Business
Administration from the University of Louisville, Executive Education from University of Chicago and a Bachelors from Guru Govind Singh Indraprastha University. As a result of these and other professional experiences, Genco believes Ms. Das
possesses knowledge and experience regarding commodities markets, ESG matters, and general business matters that strengthen the Board’s collective qualifications, skills and experience.
Kathleen C. Haines has
served as a director of Genco since May 17, 2017, and was appointed as Lead Director in August 2025. In January 2025, she joined the Advisory Board of Veer.voyage, a startup company incorporated in the Bahamas and a tonnage provider of zero
emission ships. From 2021 until 2024 she served on the Advisory Board of Sea Machines Robotics, a privately held company in Boston, Massachusetts. She served as Chief Financial Officer and Treasurer of Heidmar Inc. (“Heidmar”), a privately held
company that commercially manages a fleet of oil tankers, from July 2012 until May 2020. She was also a member of the Executive Committee of Heidmar, which was responsible for the strategy of the company as well as marketing efforts. Prior to
and after her time at Heidmar, Ms. Haines has served as the Principal of Holbridge Capital Advisors, a financial consulting and investment firm specializing in the maritime industry. During 2010, she served as the Chief Financial Officer of
Asia Pacific Carriers, based in Hong Kong. From May 2007 to May 2008, she was the Chief Executive Officer of the transition company created following the sale of OMI Corporation, a U.S.-based NYSE-listed international shipping company. Ms.
Haines served as the Chief Financial Officer of OMI Corporation from 1998 until its sale. Ms. Haines was a board member of OSG America LLC from 2007 until it was reacquired by its parent company in 2009 and served as Chair of the Audit
Committee and a member of the Conflicts Committee. She currently serves on the Board of Trustees of the Seamen’s Church Institute as Audit Chair and is a member of the Finance and Endowment Committee as well as the Governance/Nominating
Committee. She is the Treasurer and a founding board member of the U.S. affiliate of Women’s International Shipping and Trading Association. Ms. Haines is a CPA. As a result of these and other professional experiences, Genco believes Ms.
Haines possesses knowledge and experience regarding the shipping industry, finance, and general business matters that strengthen the Board’s collective qualifications, skills and experience.
Basil G. Mavroleon has served as a director of Genco since July 17, 2015. Mr. Mavroleon served as a director of Baltic Trading from March 15, 2010 until Baltic Trading’s merger with our Company on July 17, 2015. Mr. Mavroleon also
served as a director of our Company from July 27, 2005 to July 9, 2014. Mr. Mavroleon has been employed in the shipping industry for the last 56 years. Since 1970, Mr. Mavroleon has worked at Charles R. Weber Company, Inc., one of the oldest
and largest tanker brokerages and marine consultants in the United States. Mr. Mavroleon was Managing Director of Charles R. Weber Company, Inc. for twenty-five years and held the position of Manager of the Projects Group thereafter for five
years from January 2009 until April 2013. Mr. Mavroleon is a director of Pyxis Tankers, Inc. where he serves on the audit committee and the nominating and corporate governance committee. Mr. Mavroleon also serves as Managing Director of
WeberSeas (Hellas) S.A., a comprehensive sale and purchase, newbuilding, marine projects and ship finance brokerage based in Piraeus, Greece. Since its inception in 2003 through its liquidation in December 2005, Mr. Mavroleon served as Chairman
of Azimuth Fund Management (Jersey) Limited, a hedge fund that dealt with tanker freight forward agreements and derivatives. Mr. Mavroleon is on the advisory board of NAMMA (North American Maritime Ministry Association), is a director emeritus
of NAMEPA (North American Marine Environmental Protection Association), and is Chairman of the New York World Scale Committee. Mr. Mavroleon is a member of the Connecticut Maritime Association, NYMAR (New York Maritime Inc.), the Maritime
Foundation Knowledge Center, honorary director of the Connecticut Maritime Association Education Foundation (CAMEF), and serves on the board of trustees of the Maritime Aquarium, Norwalk, CT. Mr. Mavroleon was educated at Windham College,
Putney, VT. As a result of these and other professional experiences, we believe Mr. Mavroleon possesses knowledge and experience regarding the shipping industry, ship finance, and general business matters that strengthen the Board’s collective
qualifications, skills and experience.
Karin Y. Orsel has served as a director of Genco since March 22, 2021. Ms. Orsel is the Chief Executive Officer and founder of MF Shipping Group, which she established in 1994. She has over 33 years of experience in
the maritime industry. MF Shipping Group provides technical management services to a fleet of more than 50 vessels, including oil product and chemical tankers, multipurpose vessels, self-unloaders, and cement carriers. In connection with
these activities, Ms. Orsel has served for more than 20 years as managing director of several ship-owning companies. Ms. Orsel began her career in the shipping industry at the age of 18 with Sandfirden Rederij B.V., where she served as
Financial Manager. She currently holds a number of industry governance and representative roles, including membership in the Presidency of the European Shipowners (ECSA), board membership and former presidency of the Royal Association of
Netherlands Ship-owners (KVNR), board membership of the International Chamber of Shipping (ICS), council membership of the International Association of Independent Tanker Owners (INTERTANKO), and membership
of BIMCO. She also serves as Honorary Consul of Norway. Ms. Orsel is a former Chair of the International
Seafarers’ Welfare and Assistance Network (ISWAN) and acts as an Ambassador for the Women’s International Shipping & Trading Association (WISTA). Ms. Orsel has received multiple industry recognitions, including Female Entrepreneur of the
Year (Netherlands, 2009), an Honorary Degree from Massachusetts Maritime Academy (2017), the Tanker Industry Leader Award (2019), the Seatrade Award (2021), and the IMO Gender Equality Award (2025). She holds a Bachelor of Arts in Economic
& Administrative Education from Winschoter College in the Netherlands. As a result of these and other professional experiences, Genco believes Ms. Orsel possesses knowledge and experience regarding the
shipping industry, finance, and general business matters that strengthen the Board’s collective qualifications, skills and experience.
Arthur L. Regan has served as a director of Genco since February 2016 and was our Executive Chairman from November 2016 until May 2021. Since 2022, Mr. Regan has been the Chief Executive Officer of Energos
Infrastructure, which owns and operates marine infrastructure assets principally focused on LNG floating storage and regasification import terminals located in multiple countries globally primarily on long-term government utility linked
contracts. From 2018 to 2021, Mr. Regan was the Executive Chairman of Chembulk Tankers, an owner of specialized international chemical transport vessels and was appointed to the position by its private equity owners KKR Investments and York
Capital Holdings. From 2010 to 2018, Mr. Regan was the President, Chief Executive Officer and a Director of Principal Maritime Management, LLC, a wholly owned portfolio company of Apollo Global Management. Mr. Regan has more than 35 years of
experience in the shipping industry in executive roles, including as President and Chief Executive Officer of Arlington Tankers Ltd. from 2004 to 2008, which was listed on the New York Stock Exchange. Mr. Regan is a graduate of the State
University of New York Maritime College at Fort Schuyler with a Bachelor of Science degree in Marine Transportation and Management. Mr. Regan began his shipping career sailing as an officer on merchant tankers and drybulk vessels for over ten
years, completing his sea service as Master Mariner. He is currently a Member of the North American Panel Committee of the vessel classification society and maritime industry advisor DNV-GL. As a result of these and other professional
experiences, Genco believes Mr. Regan possesses knowledge and experience regarding general business, finance, and the shipping industry that strengthen the Board’s collective qualifications, skills and experience.
Corporate Governance
Governance Materials - All of the
Company’s corporate governance materials, including the committee charters of the Board and the Company’s Corporate Governance Guidelines, are published in the Governance Documents page of the Governance section of the Company’s website under
“Investors” at www.gencoshipping.com. These materials are also available in print to any shareholder upon request. The Board regularly reviews corporate governance developments and modifies its
committee charters as warranted. Any modifications are reflected on the Company’s website.
Director Independence - It is the Genco Board’s objective that a majority of the Genco Board consist of independent directors. For a director to be considered independent, the Genco Board must determine that the
director does not have any material relationship with Genco. The Genco Board follows the criteria set forth in applicable NYSE listing standards to determine director independence. The Genco Board will consider all relevant facts and
circumstances in making an independence determination.
All members of the Genco Audit, Compensation, and Nominating and Corporate Governance Committees must be independent directors as defined by
applicable NYSE listing standards. Members of the Genco Audit Committee must also satisfy a separate SEC independence requirement, which provides that they may not accept directly or indirectly any consulting, advisory or other compensatory fee
from Genco or any of its subsidiaries other than their director compensation.
The independent directors of Genco are Paramita Das, Kathleen C. Haines, Basil G. Mavroleon, Karin Y. Orsel and Arthur L. Regan. In determining that
Mr. Mavroleon is independent, the Board considered that Mr. Mavroleon is an independent contractor of WeberSeas (Hellas) S.A. (“WeberSeas”), which has acted as a broker introducing potential buyers to Genco in connection with sales of certain of
Genco’s vessels. The Board deemed Mr. Mavroleon’s relationship
with WeberSeas not to be material, as Mr. Mavroleon has not received any payment or other economic benefit from any Genco vessel sales and has recused himself from
participating in such Genco vessel sales.
Board Performance – In accordance with
NYSE rules, our Board and its four standing committees assess their performance annually. In addition, in 2024, the Board established an annual process for our directors to conduct individual self-assessments.
Code of Ethics - All directors, officers,
employees and agents of Genco must act ethically at all times and in accordance with the policies comprising Genco’s Code of Ethics. Under Genco’s Code of Ethics, the Genco Board will only grant waivers for a director or an executive officer in
limited circumstances and where circumstances would support a waiver. Such waivers may only be made by the Audit Committee.
Genco’s Code of Ethics is available in the Governance Documents page of the Governance section of the
Company’s website under “Investors” at www.gencoshipping.com and is available in print to any shareholder upon request. Genco intends to provide any disclosures regarding the amendment or waiver of its Code of Ethics on its website.
Insider Trading Policies and Procedures –
Genco has adopted an Inside Information, Market Communications and Securities Trading Policy and Procedures governing the purchase,
sale, and/or other dispositions of its securities by directors, officers and, employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any NYSE listing standards applicable to Genco. A
copy of this policy is available as Exhibit 19.1 to our Annual Report on Form 10-K filed with the SEC on February 18, 2026.
Director Resignation Policy – Under our
Corporate Governance Guidelines, at any shareholder meeting at which directors are subject to an uncontested election, any director who receives a greater number of votes “withheld” than votes “for” his or her election, must promptly (and in no
event later than ten days) after the certification of the shareholder vote, tender his or her resignation in writing to the Nominating and Corporate Governance Committee of the Board for consideration. The Nominating and Corporate Governance
Committee will then assess the appropriateness of such individual continuing to serve as a director and recommend to the Board the action to be taken with respect to such tendered resignation.
Other Directorships and Business Activities – Our Corporate Governance Guidelines prohibit directors from serving on more than four other public company boards. In addition, members of the Audit Committee may not serve simultaneously on the audit committees of more than two
other public company boards, unless the Board determines that such simultaneous service would not impair such director’s ability to serve effectively on the Audit Committee. Every director must promptly advise and consult with the Chair of
the Nominating and Corporate Governance Committee before accepting nomination for or membership on another public company board, if the director changes or retires from the business position he or she previously held; or if the company with
which he or she is affiliated undertakes business activities different from those previously pursued. In such a case, the Chair may consult with the Nominating and Governance Committee, other directors, management, or the full Board, and the
director may also consult with such Committee or the full Board.
Communicating Concerns to Directors -
Shareholders or other interested parties may communicate directly with any individual director, with the Genco Board as a group, with the Chairman or other presiding director pursuant to Section 303A.03 of the NYSE’s Listed Company Manual. All
of Genco’s directors other than Mr. Wobensmith are currently independent and non-management directors. All communications should be in writing and should be addressed to the intended recipient(s), c/o Ifigeneia Xanthopoulou, Secretary, 299 Park
Avenue, 12th Floor, New York, New York 10171. Once the communication is received by the Secretary, the Secretary reviews the communication. Communications that comprise advertisements, solicitations for business, requests for employment,
requests for
contributions or other inappropriate material will not be forwarded to Genco’s directors. Other communications are promptly forwarded to the addressee.
Board Meetings and Committees
During fiscal year 2025, there were 20 meetings of the Board. The Board in 2025 was comprised of John C. Wobensmith, James G. Dolphin (who resigned
on August 26, 2025), Paramita Das, Kathleen C. Haines, Basil G. Mavroleon, Karin Y. Orsel, and Arthur L. Regan. A quorum of directors was present, either in person or telephonically, for all of its meetings in 2025. Actions were also taken during
the year by unanimous written consent of Genco’s directors. All directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings of all committees of the Board on which they served.
Genco encourages all directors to attend each Annual Meeting of Shareholders. Seven directors attended the 2025 Annual Meeting of Shareholders.
Genco’s Audit Committee was comprised of Kathleen C. Haines (Chair), James G. Dolphin (who resigned on August 26, 2025), Arthur L. Regan, and Basil
G. Mavroleon (who was appointed on August 26, 2025) during fiscal year 2025. Ms. Haines is a financial expert as defined under Item 401(h)(2) of Regulation S-K. All of these individuals qualify (or qualified) as independent directors under the
listing requirements of the NYSE and are financially literate. Through its written charter, Genco’s Audit Committee has been delegated the responsibility of reviewing with the independent auditors the plans and results of the audit engagement,
reviewing the adequacy, scope and results of the internal accounting controls and procedures, reviewing the degree of independence of the auditors, reviewing the auditor’s fees and recommending the engagement of the auditors to the full Board.
During fiscal year 2025, Genco’s Audit Committee held four meetings.
Genco’s Compensation Committee was comprised of Basil G. Mavroleon (Chair), Paramita Das, and Kathleen C. Haines during fiscal year 2025. All of these individuals qualify (or qualified) as independent directors under the listing requirements of the NYSE, and none of them is (or was) an employee of Genco. Through its written
charter, Genco’s Compensation Committee administers Genco’s cash bonus and equity incentive plans and other corporate benefits programs. Genco’s Compensation Committee also considers from time to time matters of compensation philosophy and
competitive status, and also reviews, approves, or recommends salaries, cash bonuses, equity grants and other compensation in accordance with the terms of Genco’s 2015 Equity Incentive Plan and its Annual Incentive Plan. Genco’s Compensation
Committee generally does not delegate its authority, although Genco’s officers are responsible for the day-to-day administration of the 2015 Equity Incentive Plan and the Annual Incentive Plan. Directors’ compensation is established by the Board
upon the recommendation of Genco’s Compensation Committee. During fiscal year 2025, Genco’s Compensation Committee held five meetings.
Genco’s Nominating and Corporate Governance Committee was comprised of Arthur L. Regan (Chair) (who was appointed on August 26, 2025), James G.
Dolphin (who resigned on August 26, 2025), Basil G. Mavroleon, and Karin Y. Orsel during fiscal year 2025. All of these individuals qualify (or qualified) as independent directors under the listing requirements of the NYSE, and none of them is
(or was) an employee of Genco. Through its written charter, the Nominating and Corporate Governance Committee assists the Board in identifying qualified individuals to become Board members, in determining the composition of the Board and its
committees, in monitoring a process to assess Board effectiveness and in developing and implementing Genco’s corporate governance guidelines. When a vacancy exists on the Board, or when the Board determines to add an additional director, the
Nominating and Corporate Governance Committee seeks out appropriate candidates from various sources, which may include directors, officers, employees and others. The Committee may use consultants and search firms who may be paid fees for their
assistance in identifying and evaluating candidates. The Committee does not have a set of minimum specific qualifications that must be met by a candidate for director and will review the candidate’s background, experience and abilities, and the
contributions the candidate can be expected to make to the collective functioning of the Board and the needs of the Board at the time. The Committee considers candidates based on materials provided, and will consider whether an interview is
appropriate. The Committee will consider shareholder recommendations of director candidates, which should be sent to
the attention of the corporate secretary at Genco headquarters, on the same basis. Only persons who are nominated with the procedures set forth in our Amended and
Restated By-Laws are eligible for election as directors at our shareholders’ meetings. See “Shareholder Proposals and Nominations for the Next Annual Meeting” on page 73 of our preliminary proxy statement filed on April 24, 2026 for further
information. During fiscal year 2025, the Nominating and Corporate Governance Committee held three meetings.
Genco’s ESG Committee, whose members consisted
of Karin Y. Orsel (Chair), Paramita Das, and Arthur L. Regan during fiscal year 2025, leads Board oversight activities regarding ESG and reports to the Board. In that role, the ESG Committee reviews our ESG strategy and assesses our
performance, including with respect to such matters as environmental initiatives and sustainability; human capital management and health, safety and security; and corporate responsibility. In addition, the ESG Committee assesses whether
relevant ESG matters should be reviewed or considered by other Board committees or the full Board. During fiscal year 2025, Genco’s ESG Committee held two meetings. For details of our ESG
initiatives, please see “Environmental and Other Regulations” in our Annual Report on Form 10-K filed with the SEC on February 18, 2026, and our website at www.gencoshipping.com for a copy
of our current Sustainability Report.
Executive Sessions
Under the Corporate Governance Guidelines that Genco adopted to assure free and open discussion and communication among the non-management directors,
the non-management directors will seek to meet at least annually and may meet as the non-management directors deem appropriate. In addition, if there are any non-management directors who are not independent directors, the independent directors
shall meet in executive session at least once each year. The presiding director at any executive session with the non-management or independent directors will be the Chairman if the Chairman is present and is a non-management or independent
director (as applicable) and will otherwise be selected by a majority of the non-management or independent directors (as applicable) present at the meeting. All of Genco’s directors other than Mr.
Wobensmith are currently non-management directors, and five executive sessions of independent directors were held in fiscal year 2025.
Board Leadership Structure
As noted above, Genco’s Board is currently comprised entirely of independent directors and our Chairman and Chief Executive Officer, Mr. Wobensmith.
Genco recognizes that different Board leadership structures may be appropriate for Genco during different periods of time and under different circumstances. Genco believes that its current Board leadership structure is suitable for Genco because
it allows Genco to consider a broad range of opinions in the course of its Board deliberations, including those with knowledge of Genco’s day-to-day operations and business strategy, as well as those with an experienced independent viewpoint.
Genco’s Chairman of the Board and Chief Executive Officer contributes to facilitating communication among the directors, organizing the meeting
schedules and agendas of the Board, and presides at Board and shareholder meetings. Kathleen C. Haines serves as Lead Independent Director under the Lead Independent Director Charter to lead the Board’s continued independent oversight. Genco’s Board does not have a policy on whether or not the roles of Chief Executive Officer and Chairman of the Board should be separate and, if they are to be separate, whether
the Chairman of the Board should be selected from the non-employee Directors or be an employee. Genco’s Board believes that it should have the flexibility to make a determination from time to time in a manner that is in the best interests of
Genco and its shareholders at the time of such determination.
Genco’s Corporate Governance Guidelines provide the flexibility for Genco’s Board to modify or continue Genco’s leadership structure in the future,
as it deems appropriate.
Risk Oversight
Genco’s Board believes that oversight of Genco’s risk management efforts is the responsibility of the entire Board. It views risk management as an integral part of
Genco’s strategic planning process. The subject of risk management is
regularly discussed at Board meetings with Genco’s Chief Executive Officer and its Chief Financial Officer. Additionally, the charters of certain of the Board’s
committees assign oversight responsibility for particular areas of risk. For example, Genco’s Audit Committee oversees management of risks related to accounting, auditing and financial reporting and maintaining effective internal controls for
financial reporting as well as information security. Genco’s Nominating and Corporate Governance Committee oversees risk associated with Genco’s Corporate Governance Guidelines and Code of Ethics, including compliance with listing standards for
independent directors, committee assignments, and conflicts of interest. Genco’s Compensation Committee oversees the risk related to Genco’s executive compensation plans and arrangements. Genco’s ESG Committee oversees risks related to
environmental, social, and corporate responsibility matters, including with respect to climate change, human capital management, health and safety, and social and political trends.
Executive Officers
The following table sets forth certain information with respect to the executive officers of Genco (other than John C. Wobensmith, for whom information is set forth
above under the heading “Board of Directors”):
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Name
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Age
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Position
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Peter Allen
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39
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Chief Financial Officer
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Joseph Adamo
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63
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Chief Accounting Officer, Treasurer, and Controller
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Jesper Christensen
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39
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Chief Commercial Officer
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Peter Allen was appointed as
Genco’s Chief Financial Officer effective June 16, 2023. Mr. Allen has been employed with Genco since August 2008. Over his career at the Company, Mr. Allen has served in various finance, accounting and corporate strategy positions, including
most recently as Senior Vice President, Strategy & Finance before his promotion to Chief Financial Officer. Mr. Allen has 18 years of experience in the shipping industry with a focus on capital allocation, mergers and acquisitions,
financial and drybulk market analysis, debt and equity capital markets transactions and SEC reporting. He has a bachelor of science degree from Fairfield University and holds the Chartered Financial Analyst designation.
Joseph Adamo has served as Genco’s Chief Accounting Officer since December
19, 2014. Mr. Adamo has been employed with Genco since June 2005. Mr. Adamo’s initial position with Genco was Controller until April 2010, when he was promoted to Treasurer and Controller. Mr. Adamo is responsible for overseeing Genco’s
accounting department, including certain filings with the SEC. Prior to joining Genco, Mr. Adamo was a turnaround consultant providing restructuring advisory services to distressed companies. Prior to that, Mr. Adamo served as Chief Financial
Officer for two private companies. Mr. Adamo started his career in public accounting working for Price Waterhouse, currently PriceWaterhouseCoopers LLP. He has a bachelor’s degree in accounting from Pace University and is a licensed Certified
Public Accountant.
Jesper Christensen was
appointed as Genco’s Chief Commercial Officer on April 2, 2023. He previously served as Genco’s Vice President, Head of Chartering since June 2021. From March 2017 until his appointment as Vice President, Head of Chartering, he served as the
Company’s Vice President and Commercial Director, Minor Bulk Fleet, responsible for the global chartering activities of Genco’s minor bulk fleet. Mr. Christensen has over 17 years of experience in the shipping industry with a focus on
commercial management in the dry cargo sector. Prior to joining Genco, Mr. Christensen served as Director, Head of Chartering Stamford at Clipper Bulk Shipping Ltd. Mr. Christensen has a Graduate Diploma in Business Administration (Organization
and Management) from Copenhagen Business School and completed the shipping education program at the Maritime University of Denmark.
| ITEM 11. |
EXECUTIVE COMPENSATION
|
Compensation Discussion and Analysis
This section describes Genco’s executive compensation program as it relates to its named executive officers (the “named executive officers”) during
the fiscal year ended December 31, 2025, consisting of its Chief Executive Officer and President, John C. Wobensmith; its Chief Financial Officer, Peter Allen; its Chief Accounting Officer and Treasurer, Joseph Adamo; and its Chief Commercial
Officer, Jesper Christensen.
Executive Compensation Practices
Below is a summary of our key executive compensation practices. We believe these practices promote good governance and align the interests of our
named executive officers with the interests of our shareholders.
|
What We Do
|
|
|
Our Compensation Committee, which is comprised solely of independent directors, recommends annual compensation for our named executive officers to our Board for
approval.
The Compensation Committee directly retains an independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), to provide advice.
Our Compensation Committee conducts an annual review of our executive compensation program to confirm it does not create risks that are reasonably likely to have a
material adverse effect on the Company.
We deliver a significant majority of our target pay opportunities for our named executive officers in the form of variable and at-risk pay tied to strong
performance.
We maintain a strong alignment between pay and performance with robust incentive plan performance goals.
We make performance-based cash bonus awards under a plan based on achievement of specified performance criteria.
We have historically made equity awards that:
• provide
for a three-year minimum vesting schedule for named executive officers;
• require
“double trigger” vesting in the event of a change in control; and
• are
limited to a total fixed number of shares under our equity plan for which increases are subject to shareholder approval.
We maintain stock ownership guidelines for our named executive officers and directors.
|
|
|
What We Do Not Do
|
|
|
We do not permit our named executive officers or directors to engage in short sales or hedging transactions with regard to compensatory equity awards or to pledge
our equity securities as collateral for a loan (with one grandfathered exception).
We do not provide tax “gross-ups” for our named executive officers.
We do not provide significant perquisites for our named executive officers.
We do not pay dividends on equity awards prior to vesting.
We do not guarantee salary increases or bonuses.
We do not allow for repricing of underwater stock options or stock appreciation rights under our equity plan.
|
How Compensation is Determined
Role of Compensation Committee. Genco’s Compensation Committee oversees Genco’s executive compensation program. The Compensation Committee reviews, administers and designs Genco’s compensation plans and policies, and recommends such plans and
policies to the Board for approval. The Compensation Committee also reviews and approves the corporate goals and objectives relevant to the compensation of Genco’s named executive officers, evaluates corporate performance and the performance of
each of Genco’s executives, and recommends to the Board the compensation (cash and equity) of Genco’s named executive officers and other key employees.
Each year, Genco’s Compensation Committee evaluates each named executive officer and other key employees to determine if changes in compensation are
appropriate. As part of this process, Genco’s Compensation Committee reviews summaries that include, as applicable for each individual, salary, bonus, and other cash compensation; severance and change in control benefits; prior grants of
equity-based awards; and the value of benefits and perquisites.
Role of Compensation Consultant. Genco’s Compensation Committee retained FW Cook as its independent compensation consultant, to assist and advise Genco’s Compensation Committee
with respect to several aspects of Genco’s executive compensation programs and corporate governance. The services that FW Cook was retained for include reviewing and advising Genco on its compensation philosophy, strategy and program; analyzing
the appropriateness of a compensation comparator peer group; providing and analyzing competitive market compensation data; analyzing the effectiveness of Genco’s compensation programs and making recommendations, as appropriate; providing advice
and counsel on best practices in compensation and corporate governance, keeping Genco and its Compensation Committee apprised of trends, developments, legislation and regulations affecting executive and director compensation; and conducting a
risk assessment of Genco’s incentive compensation programs and making recommendations, as appropriate. The Compensation Committee also engaged the firm of Milbank, Tweed, Hadley & McCloy LLP (“Milbank”) as its separate counsel. As required
by rules adopted by the SEC under the Dodd-Frank Wall Street Reform And Consumer Protection Act, Genco’s Compensation Committee has considered the relevant factors (including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the
Exchange Act) and has determined that FW Cook and Milbank are independent and have no conflicts of interest.
Role of Management. Genco’s Compensation Committee consults with Genco’s Chief Executive Officer and, as appropriate, its other named executive officers regarding their views on their compensation and the compensation of those who report
to them directly or indirectly. However, Genco’s Compensation Committee makes the final recommendation to Genco’s Board with respect to each named executive officer’s compensation. None of Genco’s
named executive officers determines his own compensation.
Competitive Marketplace Assessment. In order to assess the competitiveness of Genco’s executive compensation program, Genco’s Compensation Committee reviews the compensation arrangements of executives at certain other publicly-traded drybulk and other
shipping companies as well as other companies that the Compensation Committee believes are representative of the market in which Genco competes for executive and managerial talent. The compensation comparator group that Genco’s Compensation
Committee used in evaluating 2025 compensation comprised of 16 such companies listed below. The Compensation Committee believes the compensation information from the comparator group can be helpful, but recognizes that market data is not
definitive and is subject to change from one year to the next. The Compensation Committee uses this information as a general frame of reference and does not target Genco’s executive compensation to a specific percentile, instead using Company
and individual performance as the primary drivers of compensation levels.
Compensation Comparator Group
|
Berry Corporation
DHT Holdings, Inc.
Dorian LPG Ltd.
Eagle Bulk Shipping Inc.
Helix Energy Solutions Group, Inc.
International Seaways, Inc.
Innovex International, Inc.
NPK International (formerly Newpark Resources, Inc.)
|
Overseas Shipholding Group, Inc.
Pacific Basin Shipping Limited
Pangaea Logistics Solutions Ltd.
Ring Energy, Inc.
SEACOR Marine Holdings, Inc.
Tidewater Inc.
TORM plc
W&T Offshore, Inc.
|
The Compensation Committee, assisted by FW Cook, reviews the compensation comparator group periodically. In addition to its review of the comparator
group executive compensation data, the Compensation Committee also reviews general industry executive compensation survey data. In September 2024, the Compensation Committee reviewed the composition of the comparator group and added Pacific
Basin Limited, Pangaea Logistics Solutions Ltd., and TORM plc to provide a greater number of marine companies in the peer group. In September 2025, the Compensation Committee reviewed the composition of the compensation comparator group and
approved the removal of Eagle Bulk Shipping Inc. and Overseas Shipholding Group, Inc. due to their acquisition by other companies and the removal of Helix Energy Solutions Group, Inc. and the addition of Amplify Energy Corp. and Riley Exploration
Permian, Inc. so that the peer group consisted of companies more closely resembling the Company.
Prior Year Say on Pay Results. At the May 20, 2025 shareholders’ meeting, the non-binding advisory vote
on executive compensation proposal, or the “say on pay” vote, received support from 89.4% of votes cast. The Compensation Committee considered these results and determined that the results of the vote did not call for any changes to the
executive compensation plans and programs already in place.
Genco’s Compensation Philosophy
Genco’s executive compensation program is designed to attract, motivate and retain a talented team of executives who will enable Genco to compete
successfully with other drybulk shipping companies. Genco seeks to accomplish this goal in a way that aligns Genco’s executives’ interests with those of its shareholders and encourages and rewards Genco’s executives for achievement of Genco’s
annual and longer-term performance objectives.
Our compensation framework embodies a system of short-term incentive awards under our Annual Incentive Plan and long-term incentive awards under our
2015 Equity Incentive Plan, each of which is determined in accordance with a small group of focused metrics. For short-term incentive compensation for 2025, the metrics we used were Adjusted EBITDA (consisting of net revenue less operating
expenses, cash G&A expenses, and technical management fees and adjusted for the number of vessels Genco owns during the year) and achievement of corporate and individual strategic initiatives as determined in the discretion of our Board. For
long-term incentive compensation for 2025, the metrics we used for our performance restricted stock units (“PRSUs”) were relative total shareholder return (“rTSR”) compared to a performance peer group and an internally adjusted return on invested
capital (“ROIC”). The remaining value of our equity awards for 2025 took the form of restricted stock units (“RSUs”) with vesting based on the passage of time. Details of our compensation framework and awards made for 2025 are further described
below under “Compensation for Genco’s Named Executive Officers for 2025” starting on page 14.
Compensation Objectives
Genco’s executive compensation program is rooted in the principles inherent in “pay for performance.” In particular, Genco has designed its executive
compensation program to:
| • |
attract, motivate, retain and reward those executives and managers who have the necessary experience and subject-matter expertise to deliver sustained improvements in shareholder
value;
|
| • |
compensate each executive and manager competitively based upon the scope and impact of his or her position as it relates to the success of Genco and on the potential of each
employee to assume increasing responsibility within Genco; and
|
| • |
align the interests of Genco’s executives with those of Genco’s shareholders through the use of short-term cash incentives that are paid on the basis of performance achievements
in the year preceding payment and the use of equity-based long-term incentive awards that link reward to increases in equity value over time.
|
Elements of Compensation
The compensation program for the named executive officers consists of three main elements: base salaries; short-term (annual) incentives payable in
cash on the basis of annual achievement under Genco’s Annual Incentive Plan; and long-term, equity-based incentives. The named executives are also eligible to participate in Genco’s health and other broad-based programs on the same basis as other
U.S. employees and are eligible for paid time off and paid holidays.
Fixed Compensation
Base Salary. Base salaries for the named executive officers are determined based on the breadth, scope and complexity of the functions performed by each named executive officer; individual performance, skills, and experience; the competitive
labor market for the position; and internal equity considerations. Base salaries are reviewed annually, and may be adjusted to reflect meritorious individual performance assessments; promotions or significant changes in the scope and impact of
the position; or market adjustments to reflect shifts in the competitive labor market for the position.
Variable Incentive Compensation
In support of Genco’s commitment to align compensation with demonstrated performance, a significant portion of the compensation paid to its named
executive officers is incentive-based. Genco’s incentive compensation program has been designed to recognize scope of responsibilities, reward demonstrated performance and leadership, motivate future performance, align the interests of the
executive with Genco’s shareholders and retain the executives through the term of the equity awards, which has historically been for three to five years. Under Genco’s current compensation framework, variable incentive compensation in the forms
of cash, PRSUs and RSUs is awarded to Genco’s named executive officers based on performance relative to certain metrics recommended by the Compensation Committee and approved by the Board.
Cash Incentive Awards. For purposes of determining the amounts of cash bonuses payable to our named executive officers, the Compensation Committee recommended, and the
Board approved, the Annual Incentive Plan described below.
Equity Awards. Genco does not have a specific policy governing the timing of equity awards but intends to make equity awards for a given year in the first quarter of the year.
Under the current compensation framework, these awards consist of PRSUs that vest based on achievement of certain metrics following completion of a measurement period and RSUs that generally vest over a period of time. Each PRSU or RSU
awarded by Genco represents the right to receive one share of the issuer’s common stock, or in the sole discretion of our Compensation Committee, the value of a share of common stock on the date that the RSU or PRSU vests. The Compensation
Committee considers the size and form of award when making award decisions.
Historically, unless otherwise determined by Genco’s Compensation Committee, each PRSU or RSU award entitles the named executive officer to dividend
equivalent rights, with such rights subject to the same vesting conditions as the underlying awards. As the executives share commensurately with other shareholders in receiving payments in respect of dividends, they likewise share in the
recognition of the current income generation and future change in stock price. Recipients of PRSUs and RSUs receive dividend equivalent payments only upon settlement of these awards after they vest, and any dividend equivalent payments that have
accrued in respect of forfeited PRSUs or RSUs are likewise forfeited.
Other Elements
Benefits.
Genco’s named executive officers are eligible under the same plans as all other U.S. employees for medical, dental, vision, and disability insurance and are eligible for paid time off and paid holidays. Additionally, Genco matches the 401(k)
contributions of our named executive officers and other employees up to the maximum allowed per year, which was $31,500 in 2025 for each of our named executive officers. Genco pays premiums on life insurance and long-term disability insurance
for Mr. Wobensmith. Genco believes these benefits are reasonable, competitive and consistent with Genco’s overall executive compensation program.
Annual Incentive Plan for Cash Bonuses
Genco’s Annual Incentive Plan includes weighted performance criteria to calculate cash bonuses that may become payable to Genco’s named executive
officers and other employees. The Annual Incentive Plan is administered by the Company’s Compensation Committee and provides for the establishment from time to time of measurable criteria intended to reinforce a pay for performance framework
aligning the interests of named executive officers and other employees with those of the shareholders. The method for computing any amount of compensation payable under the Annual Incentive Plan may include, without limitation, the designation of
one or more threshold, target, or maximum bonus levels, determination of the bonus amount to be paid at each such level, and the weighting of metrics used to determine the total bonus award.
2015 Equity Incentive Plan
Genco’s 2015 Equity Incentive Plan provides for equity awards with respect to shares of Genco’s common stock in the form of non-qualified stock
options, stock appreciation rights, dividend equivalent rights, restricted stock, RSUs (including PRSUs), or unrestricted stock. Awards are available to officers, directors, and executive, managerial, administrative and professional employees of
and consultants to Genco or any subsidiary or joint venture of Genco. Genco’s Compensation Committee administers the 2015 Equity Incentive Plan and recommends discretionary awards under this plan for approval by Genco’s Board.
Employment Agreements
On May 6, 2025, the Company entered into employment agreements with Peter Allen, Genco’s Chief Financial Officer, and Jesper Christensen, Genco’s
Chief Commercial Officer, with indefinite terms. Messrs. Allen’s and Christensen’s salaries at the time of entering into their employment agreements were set at $380,000 and $410,000, respectively. Each executive’s base salary may be subject to
increase, but not decrease, during the employment term. Messrs. Allen’s and Christensen’s employment agreements provide for discretionary bonuses in the Compensation Committee’s sole discretion, and Messrs. Allen and Christensen are also eligible
to receive equity grants from time to time pursuant to Genco’s 2015 Equity Incentive Plan or any successor plan.
Compensation for Genco’s Named Executive Officers for 2025
The year 2025 was a successful year for Genco in which we continued to carry out our comprehensive value strategy centered on three key pillars:
paying sizeable quarterly cash dividends to shareholders; low financial leverage;
and opportunistically growing our asset base. In particular, management’s efforts made the following achievements possible despite a challenging geopolitical and
economic landscape:
| • |
Key initiatives and undertakings by management supporting our success in 2025 included the following:
|
| o |
Grew Genco’s asset base by 20% on a value basis through the acquisition of three 2020-built Capesize and Newcastlemax vessels.
|
| o |
Executed Genco’s capital allocation strategy using proceeds from the revolver and low debt structure to fund growth.
|
| o |
Achievement of an internal rate of return of approximately 30% from Genco’s investments in Capesize vessels.
|
| o |
Closed a $600 million revolving credit facility in July 2025, achieving the following:
|
| ◾ |
Increased borrowing capacity by $200 million or 50% with no revolver commitment reductions until March 2027
|
| ◾ |
Improved margin pricing down from 1.85% to 1.75% and reduced commitment fees down to 35% of margin
|
| ◾ |
Increased accordion feature to $300 million
|
| ◾ |
Extended maturity to 2030
|
| o |
Consistently ranking in the top quartile in the Webber Research ESG Report out of 64 public shipping companies.
|
| o |
Ended 2025 with the strongest quarter of the year and at multi-year highs:
|
| ◾ |
Net Income of $15.4 million and Adjusted EBITDA* of $42.0 million for the fourth quarter of 2025, representing the highest quarterly level in Adjusted EBITDA
since the fourth quarter of 2022
|
| ◾ |
Declaration of $0.50 per share dividend in the fourth quarter of 2025, the highest dividend since the fourth quarter of 2022.
|
| ◾ |
Dividends have been declared for 26 consecutive quarters for a total of $7.565 per share over that time or approximately 40% of our share price as of December
31, 2025.
|
| o |
Completing approximately 90% of drydocking ahead of the fourth quarter of 2025, enabling the Company to achieve a multi-year high in quarterly earnings and
maximizing utilization during the strongest point of the year, despite 2025 being the Company’s most intensive drydocking year since 2019.
|
| o |
Continuing benchmark outperformance of our minor bulk fleet through our commercial operating platform.
|
| o |
Extensive public engagement through industry conferences, various media outlets, equity analyst coverage, and other key initiatives.
|
*Please see Appendix A for a reconciliation of Adjusted EBITDA to the most closely comparable GAAP metric. For 2025, Genco had a net loss of $4.4
million and Adjusted EBITDA of $85.9 million.
The specific compensation decisions made for each of the named executive officers for 2025
reflect the achievement of financial, operational, technical, and commercial successes. Genco’s Compensation Committee reviewed relevant aspects of Genco’s 2025 performance and determined that each of its named executive officers provided leadership and managerial expertise that enabled Genco to navigate the normally challenging drybulk shipping industry during a time when the war in Ukraine, the Israel-Hamas war,
and attacks on vessels in the Red Sea presented heightened difficulties.
Base Salary
For fiscal year 2025, the annual base salaries for our named executives were as follows as compared to fiscal year 2024. Base salaries were
determined by the Compensation Committee to be competitive, reasonable, and appropriate for their respective roles, experience, and performance:
|
Name and Position
|
2025 Base Salary
|
2024 Base Salary
|
||||||
|
John C. Wobensmith
Chairman and Chief Executive Officer
|
$
|
725,000
|
$
|
700,000
|
||||
|
Peter Allen
Chief Financial Officer
|
$
|
380,000
|
$
|
360,000
|
||||
|
Joseph Adamo
Chief Accounting Officer
|
$
|
315,000
|
$
|
305,000
|
||||
|
Jesper Christensen
Chief Commercial Officer
|
$
|
410,000
|
$
|
400,000
|
||||
Short-Term Cash Incentives
Cash bonuses are awarded to named executive officers under the Annual Incentive Plan, which includes
weighted performance criteria to calculate cash bonuses that may become payable to Genco’s named executive officers and other employees, based on their target bonus opportunities established for the year. The 2025 target bonus opportunities
for the named executive officers, as a percentage of base salary, did not change as compared to 2024.
The Annual Incentive Plan provides for the establishment of measurable criteria
intended to reinforce a pay for performance framework. The following table provides details of the metrics and bonus calculations for our named executive officers for 2025 under the Annual Incentive Plan:
|
Metric
|
Weighting
|
Threshold (25%) /Target (100%) / Stretch (200%)(1)
|
|||
|
Adjusted EBITDA(2)
|
60%
|
$50 million / $90-$95 million / $160 million
|
|||
|
Strategic Initiatives(3)
|
40% (20% team objectives and 20% individual objectives)
|
See discussion below
|
| (1) |
Bonuses were calculated on the basis of performance relative to each performance metric and its weighting. For the Adjusted EBITDA metric, there are threshold, target, and
stretch levels. In respect of the threshold level for each metric, subject to application of the Compensation Committee’s discretion, no bonus amount is generated for performance below the threshold level; 25% of the target bonus amount
is generated for performance at threshold; the target bonus amount is generated for performance at the target level; and the maximum of 200% of the target
|
bonus amount is generated for performance at the stretch level. Actual bonus amounts were calculated by linear interpolation between the threshold
and the target and between the target and the maximum.
| (2) |
Calculated as Net revenue less operating expenses, cash G&A expenses, and technical management fees and adjusted for the number
of vessels the Company owns during the year. This metric replaced Free Cash Flow in 2025, as it is a metric that both management and shareholders focus on to evaluate the Company’s performance and its equity value. For a reconciliation
of Adjusted EBITDA to Net Income, please see Appendix A.
|
| (3) |
Our Board approved annual quantitative and qualitative strategic initiatives for achievement of team and individual objectives to reflect the Company’s goals for that year. The
team objectives assessed for 2025 included fleet renewal and growth, capital raises, a comparison of time charter equivalent (TCE) versus the Company’s internal benchmark and against its peers, comparison of the Company’s cost structure
versus the budget set forth at the beginning of the year, and the development of the Company’s technical management joint venture and the progression of the commercial team. The individual objectives varied for each named executive
officer based on their respective positions and responsibilities as described below.
|
In 2025, the Adjusted EBITDA result was approximately $93.0 million, representing an achievement of 100%. The Board deemed the performance of each of
the named executive officers listed below to be above target for team and individual objectives at 160% for each, taking into account their collective and individual efforts. The cash bonuses awarded by the Board on the recommendation of the
Compensation Committee to each named executive officer under the Annual Incentive Plan for 2025 were as follows:
John C. Wobensmith. Mr. Wobensmith’s target bonus amount was set at 125% of his salary, or $906,250. In determining annual incentive compensation for Mr. Wobensmith for his work and accomplishments in 2025, the Committee took into
account Mr. Wobensmith’s performance relative to his individual objectives which included: leading the formulation and recommendation of strategic options for Board approval; maintaining and continuing to build the Company’s public brand
reputation with investors, banks and other stakeholders; overseeing vessel sale and purchase activity and fleet renewal; continuing to target a modern fleet with sale and purchase activity taking into consideration historic value and cash flow
metrics; developing a longer-term vessel propulsion strategy and options; continuing to oversee the Company’s technical management joint venture; and continuing to build a Company culture of accountability and fairness with high corporate
governance and ethical standards. Based on the results for the applicable metrics, the Compensation Committee recommended, and the Board approved, a cash bonus award of $1,124,000.
Peter Allen. Mr. Allen’s target bonus amount was set at 85% of his salary, or $323,000. In determining the annual incentive compensation for Mr. Allen for his work and accomplishments in 2025, the Committee took into account Mr. Allen’s performance
relative to his individual objectives which included teaming with the Company’s Chief Executive Officer and Chief Commercial Officer on strategic initiatives; maintaining and continuing to build analyst, investor and bank relationships;
continuing to optimize the Company’s balance sheet and capital structure; continuing to explore beneficial financing strategies on an ongoing basis; developing and implementing the annual budget; overseeing Board deliverables; analyzing
potential M&A and fleet renewal transactions; developing a longer-term vessel propulsion strategy and options; and continuing to build a Company culture of accountability and fairness with high corporate governance and ethical standards.
Based on the results for the applicable metrics, the Compensation Committee recommended, and the Board approved, a cash bonus award of $401,000.
Joseph Adamo. Mr. Adamo’s target bonus amount was set at 50% of his salary, or $157,500. In determining annual incentive compensation for Mr. Adamo for his work and accomplishments in 2025, the Committee took into account Mr. Adamo’s performance
relative to his individual objectives, which included timely and accurate SEC filings of quarterly reports on Form 10-Q and annual reports on Form 10-K; improving efficiency of the current staff; and continuing to build a Company culture of
accountability and fairness with high corporate governance and ethical standards. Based on the results for the applicable metrics, the Compensation Committee therefore recommended, and Genco’s Board approved, a cash bonus award of $195,000.
Jesper Christensen. Mr. Christensen’s target bonus amount was set at 85% of his salary, or $348,500. In determining annual incentive compensation
for Mr. Christensen for his work and accomplishments in 2025, the Committee took into account Mr. Christensen’s performance relative to his individual objectives which included
continuing the ongoing development of the Company’s active owner/operator model; overseeing the global operation team across Genco’s three offices worldwide; enhancing
communication and the usage of digital solutions within chartering, operations and technical; continuing to build a first-class team within chartering, operations, and technical management; developing a longer-term vessel propulsion strategy and
options; and continuing to build a Company culture of accountability and fairness with high corporate governance and ethical standards. Based on the results for the applicable metrics, the Compensation Committee recommended, and the Board
approved, a cash bonus award of $432,000.
Long-Term Equity Incentive Awards
For 2025, long-term equity incentive awards were granted under the Company’s 2015 Equity Incentive Plan and consisted of PRSUs, which vest based on
the achievement of certain performance objectives, and RSUs, which vest based on the passage of time. Each named executive officer’s target long-term equity incentive award value is set considering
individual and Company performance, market data and the Company’s compensation philosophy to attract, retain, and incentivize top executive talent. Target award values vary among the named executive officers and can vary from year to year.
Target amounts for the 2025 long-term equity awards reflected increased performance by each of the named executive officers, and a majority of our named executive officers’ total target direct compensation increases for 2025 were delivered in
the form of long-term incentive awards to align the named executive officers’ interests with shareholders through the risks and rewards of equity ownership and to further support the execution of the Company’s long-term strategy. For Mr.
Wobensmith, the long-term incentive awards were based on a total value of $1,900,000, $1,140,000 or 60% of which were granted in the form of PRSUs, and $760,000 or 40% of which were granted in the form of RSUs. As for our other named executive
officers, the long-term awards were based on a total value of $900,000 for Mr. Allen, $250,000 for Mr. Adamo, and $900,000 for Mr. Christensen, 50% which were granted in the form of PRSUs and the remaining 50% of which were granted in the form
of RSUs. For each named executive officer, the number of PRSUs and RSUs were determined by dividing each dollar value by the closing price of our stock on the grant date. The Compensation Committee believes this mix of PRSUs and RSUs provides
performance incentives that are aligned with shareholder interests and retention incentives for our named executive officers.
PRSUs
PRSUs generally vest following the completion of achievement of certain metrics during a three-year measurement period from January 1, 2025 to
December 31, 2027. The following table provides further details of the metrics and calculations for our named executive officers for PRSUs awarded in 2025:
|
Metric
|
Weighting
|
Threshold (25%) /Target (100%) / Stretch (200%)(1)
|
|||
|
Relative Total
Shareholder Return(2)
|
50%
|
25th Percentile / 55th Percentile / 85th Percentile
|
|||
|
Return on Invested
Capital(3)
|
50%
|
2.0% / 4.0-5.0% / 9.0%
|
| (1) |
The amount of the PRSU award to be vested is calculated on the basis of performance relative to each performance metric and its weighting. For each metric there are threshold,
target, and stretch levels. In respect of the threshold level for each metric, subject to application of the Compensation Committee’s discretion, no amount is vested for performance below the threshold level; 25% of the target amount is
vested for performance at threshold; the target amount is vested for performance at the target level; and the maximum of 200% of the target amount is vested for performance at the stretch level. Actual amounts vested are calculated by
linear interpolation between the threshold and the target and between the target and the maximum.
|
| (2) |
For purposes of this metric, share price performance is measured at the end of the performance period using a 20 trading day average plus dividends paid (which assumed to be
reinvested) and compared to the 20 day trading average share price at the start of the period. This metric is calculated and ranked across the following performance peer group of global drybulk companies: Star Bulk Carriers Corp., Diana
Shipping Inc., Safe Bulkers, Inc., Pacific Basin Shipping Limited, Pangaea Logistics Solutions Ltd., Seanergy Maritime Holdings Corp., Taylor Maritime Investments Limited, 2020 Bulkers Ltd., and Thoresen Thai Agencies Plc. Acquired peer
group members, such as Eagle Bulk Shipping Inc., Belships ASA, and Golden Ocean Group Limited are removed from the peer group and the calculation.
|
| (3) |
This metric is calculated as Net Operating Profit After Taxes (NOPAT) divided by the sum of debt and shareholders’ equity less cash, with potential adjustments for depreciation
based on assumed values for the Company’s fleet and extraordinary items in the Compensation Committee’s discretion. The Compensation Committee takes into account anticipated market conditions for the year in setting this metric.
|
For details of other circumstances in which the PRSUs may vest, see below under “Potential Payments upon Termination or Change-in-Control.”
PRSUs awarded to our named executive officers in 2023 with a three-year measurement period from January 1, 2023 to December 31, 2025 were earned at
94% of target as follows:
|
Metric
|
Weighting
|
Threshold
(25%)
|
Target
(100%)
|
Stretch
(200%)
|
Actual
|
Payout
Percentage
|
Weighted
Payout
|
||
|
Relative Total Shareholder Return
|
50%
|
25th Percentile
|
55th Percentile
|
85th Percentile
|
56th Percentile
|
103%
|
52%
|
||
|
Return on Invested Capital
|
50%
|
3.0%
|
7.0%
|
11.0%
|
6.2%
|
84%
|
42%
|
||
|
Total Payout
|
94%
|
||||||||
RSUs generally vest in one-third increments on each of the first three anniversaries of February 23, 2025, which was the grant date. For details of other circumstances
in which the RSUs may vest, see below under “Potential Payments upon Termination or Change-in-Control.”
Severance Benefits
Employee Retention Plan. On February 13, 2026, on the unanimous recommendation of our independent Compensation Committee, the Board approved the Employee Retention Plan for a broad group of employees across multiple organizational levels. The Employee Retention Plan, which is described more fully below, is intended to enhance the Company’s severance arrangements in order to support business stability, retain
talent, and ensure that such talent can remain focused on driving long‑term shareholder returns and further increasing the Company’s earnings power through drybulk shipping cycles. The Employee Retention Plan provides for severance payments
and other benefits on a “double trigger” basis in the event of a change in control followed by a qualifying termination. In circumstances where the Employee Retention Plan applies, it supersedes the payments, other benefits provided, and other
terms under existing employment agreements of our named executive officers and equity award agreements to which our named executive officers and other employees are parties. However, the Employee Retention Plan provides that our named
executive officers will receive severance payments and benefits using formulas and in amounts substantially the same as would apply under their respective existing employment agreements and equity award agreements if Genco were to be acquired.
The restrictive covenants under the Employee Retention Plan supersede the corresponding covenants under our named executive officers’ employment agreement. For further details of the Employee Retention Plan, including provisions regarding
severance and restrictive covenants, see below under the heading “Potential Payments upon Termination or Change-in-Control— Employee Retention Plan” on page 27.
Employment Agreements. Genco entered into an employment agreement with John C. Wobensmith, its Chief Executive Officer and President, on September 21, 2007, as amended on March 26, 2014, June 23, 2014,
April 30, 2015, March 23, 2017, and August 7, 2019. Genco entered into this employment agreement with Mr. Wobensmith to retain him, particularly in the event of an actual or rumored change in control. His employment agreement provides for
payments upon termination of his employment under certain conditions. The provisions under the employment agreement relating to a change in control serve to align Mr. Wobensmith’s interests with those of Genco’s shareholders by enabling the
executive to consider corporate transactions that are in the best interests of Genco’s shareholders and its other constituents without undue concern over whether the transactions may jeopardize his employment. For further details of the
employment agreement, including provisions regarding severance, see below under the heading “Potential Payments upon Termination or Change-in-Control— Employment Agreements” on page 28.
On May 6, 2025, the Company entered into employment agreements with Peter Allen, Genco’s Chief Financial Officer, and Jesper Christensen, Genco’s
Chief Commercial Officer, with indefinite terms. Their employment
agreements provide for payments upon termination of their employment under certain conditions. The provisions under the employment agreement relating to a change in
control serve to align their interests with those of Genco’s shareholders by enabling each executive to consider corporate transactions that are in the best interests of Genco’s shareholders and its other constituents without undue concern over
whether the transactions may jeopardize his employment. For details of the employment agreements, including provisions regarding severance, see below under the heading “Potential Payments upon Termination or Change-in-Control—Employment
Agreements” on page 28.
Risk Assessment
Genco’s Compensation Committee is primarily responsible for overseeing the review and assessment of risks arising from Genco’s compensation policies
and practices. Genco uses a number of approaches to mitigate excessive risk-taking, including significant weighting towards long-term incentive compensation and assessment of qualitative performance in addition to quantitative metrics. Based on
its review of Genco’s compensation policies and practices, Genco’s Compensation Committee determined that the risks arising from Genco’s compensation policies and practices for Genco’s employees are not reasonably likely to have a material
adverse effect on Genco.
On November 7, 2023, our Board adopted, based on the recommendation of the Compensation Committee, the Genco Shipping & Trading Limited Policy
for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) in order to comply with Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act, and the listing standards of the New York Stock Exchange. The
Board has designated the Compensation Committee as the administrator of the Clawback Policy.
The Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers of the
Company, as defined in Rule 10D-1, in the event that the Company is required to prepare an accounting restatement. The recovery of such compensation applies regardless of whether any such executive officer engaged in misconduct or otherwise
caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the Company may recoup from such executive officers erroneously awarded incentive-based compensation received within a lookback period of the three
completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.
Anti-Hedging and Anti-Pledging Policy
Our Board has adopted a policy containing certain prohibitions on the hedging and pledging of our securities by our directors and executive officers.
Our directors and executive officers are prohibited from engaging in hedging transactions involving any compensatory equity securities, which are any of the Company’s equity securities received as an award or upon the exercise or conversion of
any award under any equity compensation plan of the Company. “Hedging” refers to short sales (that is, selling securities that the individual does not own in the expectation the price will decline) and any transactions (including without
limitation purchasing prepaid variable forward contracts, equity swaps, collars, and exchange funds) that hedge or offset or are designed to hedge or offset any decrease in the market value of the securities. Our directors and executive officers
are also prohibited from pledging any equity securities of the Company as collateral for a loan or other obligation except for any such pledge in existence and disclosed to the Board as of March 19, 2021, but only to the extent of the equity
securities actually so pledged as of such date.
Genco encourages stock ownership by its executive officers and its directors in order to align their interests with the long-term interests of its
shareholders. In keeping with this, Genco maintains stock ownership guidelines for its executive officers and directors under which each executive officer is expected to own a number of shares of Genco common stock valued based on the average
closing price of a share of the Company’s common stock for the previous calendar year equal to four times annual base salary in the case of our Chief Executive Officer, two times annual base
salary in the case of other executive officers, and four times annual base cash retainer in the case of directors. Each executive officer and each director has five
years to satisfy these guidelines after the date of their adoption or the date of being designated as an executive officer or becoming a director, whichever is later. Company stock holdings that count toward meeting the ownership requirements
include (1) shares owned outright or beneficially by the executive officer or director or his or her immediate family members; (2) shares held in trust for the benefit of the executive officer or director or his or her immediate family members;
(3) shares of restricted stock that vest with the passage of time, including shares granted but not vested; and (4) shares issuable upon the settlement of RSUs that vest with the passage of time. Unexercised stock options (regardless of
exercisability) and unvested PRSUs do not count toward meeting the ownership guidelines.
Equity Award Timing Policies and Practices
Compensation Committee Interlocks and Insider Participation
No interlocking relationship exists between any of Genco’s executive officers or members of Genco’s Board or Compensation Committee and any other
company’s executive officers, board of directors or compensation committee.
Compensation Committee Report
The Compensation Committee of Genco’s Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation
S-K with management and, based on such review and discussions, Genco’s Compensation Committee recommended to Genco’s Board that the Compensation Discussion and Analysis be included in this Amendment No. 1 on Form 10-K/A.
Submitted by the Compensation Committee of Genco’s Board:
Basil G. Mavroleon, Chair
Paramita Das
Kathleen C. Haines
The Compensation Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any
other Company filing under the Securities Act, or the Exchange Act, except to the extent that Genco specifically incorporates the Compensation Committee Report by reference therein.
2025 Summary Compensation Table
The following table sets forth in summary form information concerning the compensation paid by us for the years ended December 31, 2025, December 31,
2024, and December 31, 2023, to our named executive officers:
|
Name and
Principal
Position
(a)
|
Year
(b)
|
Salary
($)
(c)
|
Stock
Awards ($)(1)
(e)
|
Non-Equity
Incentive Plan Compensation
($)(2)
(g)
|
All Other Compensation
($)
(i)
|
Total ($)
(j)
|
|||||
|
John C.
Wobensmith
Chairman
and Chief
Executive
Officer
|
2025
2024
2023
|
$725,000
$700,000
$700,000
|
$2,065,433(3)
$1,890,703(4)
$1,412,044(5)
|
$1,124,000
$1,325,000
$1,005,000
|
$51,500(6)
$51,050(7)
$49,700(8)
|
$3,965,933
$3,966,753
$3,166,744
|
|||||
|
Peter Allen
Chief
Financial
Officer
|
2025
2024
2023
|
$380,000
$360,000
$307,712
|
$965,303(9)
$711,992(10)
$473,021(11)
|
$401,000
$463,000
$308,000
|
$31,500(6)
$31,050(7)
$29,700(8)
|
$1,777,803
$1,566,042
$1,118,433
|
|||||
|
Joseph
Adamo
Chief
Accounting
Officer
|
2025
2024
2023
|
$315,000
$305,000
$305,000
|
$268,155(12)
$273,818(13)
$271,560(14)
|
$195,000
$231,000
$160,000
|
$31,500(6)
$31,050(7)
$29,700(8)
|
$809,655
$840,868
$766,260
|
|||||
|
Jesper
Christensen
Chief
Commercial
Officer
|
2025
2024
2023
|
$410,000
$400,000
$375,000
|
$965,303(9)
$766,764(15)
$651,722(16)
|
$432,000
$515,000
$366,000
|
$31,500(6)
$31,050(7)
$29,700(8)
|
$1,838,803
$1,712,814
$1,422,422
|
|
(1)
|
The amounts in column (e) reflect the aggregate grant date fair value of PRSU and RSU awards granted pursuant to Genco’s 2015 Equity Incentive
Plan computed in accordance with FASB ASC Topic 718. The grant date fair value for RSUs and the PRSUs contingent on ROIC is estimated in accordance with ASC 718 based on the closing
price of the Company’s common stock on the date of grant. The grant date fair value for the PRSUs contingent on rTSR is estimated in accordance with ASC 718 using a Monte Carlo model for each award on the date of grant, determined
under ASC 718, incorporating the following significant assumptions:
|
The Company used its historical stock prices and those in the peer group as the basis
for its volatility assumptions. The risk-free interest rates were based on U.S. Treasury rates in effect as of the grant date. The expected term was based on the time remaining in the performance period as of the grant date. For further
information on the valuation of these awards, see note 17 to our audited financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 18, 2026. The actual amount realized by the named executive officer will likely vary based on a number of factors, including Genco’s performance, stock price fluctuations and applicable vesting.
| (2) |
The amounts in column (g) were determined in accordance with Genco’s Annual Incentive Plan described below.
|
| (3) |
Represents a grant of 51,178 RSUs having a grant date fair value of $759,993 and a grant of 76,768 PRSUs having a grant date fair value of $1,305,440 awarded on February 18, 2025
for the year ended December 31, 2025. Assuming the highest level of performance is achieved, the grant date fair value of the PRSUs would be $1,958,160. Under FASB ASC Topic 718, the vesting
condition related to the rTSR PRSUs is considered a market
|
condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table
above for the named executive officers that could be calculated and disclosed based on achievement of the underlying market condition.
| (4) |
Represents a grant of 38,525 RSUs having a grant date fair value of $699,999 and a grant of 55,036 PRSUs having a grant date fair value of $1,190,704 awarded on February 21, 2024
for the year ended December 31, 2024.
|
| (5) |
Represents a grant of 39,877 RSUs having a grant date fair value of $649,995 and a grant of 39,877 PRSUs having a grant date fair
value of $762,049 awarded on April 14, 2023 for the year ended December 31, 2023.
|
| (6) |
Represents $31,500 in 401(k) Plan matching payments for each of the named executive officers and $20,000 in life insurance premiums paid by Genco for Mr. Wobensmith.
|
| (7) |
Represents $31,050 in 401(k) Plan matching payments for each of the named executive officers and $20,000 in life insurance premiums paid by Genco for Mr. Wobensmith.
|
| (8) |
Represents $29,700 in 401(k) Plan matching payments for each of the named executive officers and $20,000 in life insurance premiums paid by Genco for Mr. Wobensmith.
|
| (9) |
Represents a grant of 30,303 RSUs having a grant date fair value of $450,000 and a grant of 30,303 PRSUs having a grant date fair value of $515,303, for each of Messrs. Allen and
Christensen, awarded on February 18, 2025 for the year ended December 31, 2025. Assuming the highest level of performance is achieved, the grant date fair value of the PRSUs would be $772,955
(see note 3 above).
|
| (10) |
Represents a grant of 17,887 RSUs having a grant date fair value of $325,007 and a grant of 17,887 PRSUs having a grant date
fair value of $386,985 awarded on February 21, 2024 for the year ended December 31, 2024.
|
| (11) |
Represents a grant of 9,969 RSUs having a grant date fair value of $162,495 and a grant of 9,969 PRSUs having a grant date fair
value of $190,508 awarded on April 14, 2023 for the year ended December 31, 2023 and a grant of 3,917 RSUs having a grant date fair value of $56,248 and a grant of 3,917 PRSUs having a grant date fair value of $63,769 awarded on June
16, 2023 for the year ended December 31, 2023 in connection with Mr. Allen’s appointment as Chief Financial Officer effective on such date.
|
| (12) |
Represents a grant of 8,418 RSUs having a grant date fair value of $125,007 and a grant of 8,418 PRSUs having a grant date fair value of $143,148 awarded on February 18, 2025 for
the year ended December 31, 2025. Assuming the highest level of performance is achieved, the grant date fair value of the PRSUs would be $214,722 (see note 3 above).
|
| (13) |
Represents a grant of 6,879 RSUs having a grant date fair value of $124,991 and a grant of 6,879 PRSUs having a grant date
fair value of $148,827 awarded on February 21, 2024 for the year ended December 31, 2024.
|
| (14) |
Represents a grant of 7,669 RSUs having a grant date fair value of $125,005 and a grant of 7,699 PRSUs having a grant date fair
value of $146,555 awarded on April 14, 2023 for the year ended December 31, 2023.
|
| (15) |
Represents a grant of 19,263 RSUs having a grant date fair value of $350,009 and a grant of 19,263 PRSUs having a grant date
fair value of $416,755 awarded on February 21, 2024 for the year ended December 31, 2024.
|
| (16) |
Represents a grant of 18,405 RSUs having a grant date fair value of $300,002 and a grant of 18,405 PRSUs having a grant date fair
value of $351,720 awarded on April 14, 2023 for the year ended December 31, 2023.
|
The following table reflects awards under Genco’s Annual Incentive Plan and 2015 Equity Incentive Plan during the year ended December 31, 2025:
|
2025 Grants of Plan‑Based Awards
|
||||||||||||||||||||||||||||||||||
|
Name
(a)
|
Grant Date
(b)
|
Estimated future payouts under
non-equity incentive plan awards
|
Estimated future payouts under
equity incentive plan awards
|
All Other
Stock Awards:
Number of
Shares of
Stock
(i)(3)
|
Grant Date Fair
Value of Stock
Awards ($)
(j)(4)
|
|||||||||||||||||||||||||||||
|
Threshold
($)(c)(1)
|
Target
($)(d)(1)
|
Maximum
($)(e)(1)
|
Threshold (#)(f)(2)
|
Target
(#)(g)(2)
|
Maximum
(#)(h)(2)
|
|||||||||||||||||||||||||||||
|
John C. Wobensmith
|
$
|
226,563
|
$
|
906,250
|
$
|
1,812,500
|
||||||||||||||||||||||||||||
| 2/18/25 |
19,192
|
76,768
|
153,536
|
$
|
1,305,440
|
|||||||||||||||||||||||||||||
| 2/18/25 |
51,178
|
$
|
759,993
|
|||||||||||||||||||||||||||||||
|
Peter Allen
|
$
|
80,750
|
$
|
323,000
|
$
|
646,000
|
||||||||||||||||||||||||||||
|
|
2/18/25 |
7,576
|
30,303
|
60,606
|
$
|
515,303
|
||||||||||||||||||||||||||||
|
|
2/18/25 |
30,303
|
$
|
450,000
|
||||||||||||||||||||||||||||||
|
Joseph Adamo
|
$
|
39,375
|
$
|
157,500
|
$
|
315,000
|
||||||||||||||||||||||||||||
| 2/18/25 |
2,105
|
8,418
|
16,836
|
$
|
143,148
|
|||||||||||||||||||||||||||||
| 2/18/25 |
8,418
|
$
|
125,007
|
|||||||||||||||||||||||||||||||
|
Jesper Christensen
|
$
|
87,125
|
$
|
348,500
|
$
|
697,000
|
||||||||||||||||||||||||||||
|
|
2/18/25 |
7,576
|
30,303
|
60,606
|
$
|
515,303
|
||||||||||||||||||||||||||||
|
|
2/18/25 |
30,303
|
$
|
450,000
|
||||||||||||||||||||||||||||||
| (1) |
Represents estimated payouts for cash bonuses under our Annual Incentive Plan for the year ended December 31, 2025 assuming threshold, target and stretch (maximum) achievement.
The actual amounts paid to our named executive officers for 2025 can be found in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table above.
|
| (2) |
Represents PRSUs granted to named executive officers in 2025. These awards vest based on the achievement of rTSR and ROIC over the measurement period beginning January 1, 2025
and ending on December 31, 2027, subject to the named executive officer’s continued employment through December 31, 2027.
|
| (3) |
Represents RSUs granted to named executive officers in 2025. These awards vest ratably in one-third increments on the first three anniversaries of February 23, 2025, subject to
the named executive officer’s continued employment through the applicable vesting date.
|
| (4) |
The grant date fair value for RSUs and the PRSUs contingent on ROIC is estimated in accordance with ASC 718 based on the closing price of the Company’s common stock on the date
of grant. The grant date fair value for the PRSUs contingent on rTSR is estimated in accordance with ASC 718 using a Monte Carlo model for each award on the date of grant, determined under ASC 718, incorporating the following significant
assumptions:
|
The Company used its historical stock prices and those in the peer group as the basis for its volatility assumptions. The risk-free interest rates
were based on U.S. Treasury rates in effect as of the grant date. The expected term was based on the time remaining in the performance period as of the grant date. For further information on the valuation of these awards, see note 17 to our
audited financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 18, 2026.
The following table provides information on awards under Genco’s 2015 Equity Incentive Plan outstanding as of December 31, 2025:
|
Outstanding Equity Awards at 2025 Fiscal Year End
|
||||||||
|
Option Awards
|
Stock Awards
|
|||||||
|
Name
(a)
|
Number of
Securities
Underlying
Unexercised Options
(#)
Exercisable
(b)
|
Number of
Securities Underlying
Unexercised
Options
(#)
Unexercisable
(c)
|
Option Exercise
Price
($)
(e)
|
Option Expiration
Date (f)
|
Number of
Units that
Have Not
Vested
(#)(g)
|
Market or
Payout Value
of Units That
Have not
Vested
($)(h)(1)
|
Equity
incentive
plan
awards:
number of
unearned
shares,
units or
other
rights that
have not
vested(#)(i)
|
Equity
incentive plan awards:
market or
payout value
of unearned
shares, units
or other rights
that have not vested($)(j)(1)
|
|
John C.
Wobensmith
Total
|
69,284(2)
69,284
|
—
—
|
$9.91
—
|
2/23/27
—
|
25,560(3)
67,524(4)
13,293(5)
25,684(7)
51,178(8)
183,239
|
$624,686
$1,465,271
$281,812
$532,943
$981,594
$3,886,306
|
55,036(9)
76,768(10)
131,804
|
$1,141,997
$1,472,410
$2,614,407
|
|
Peter Allen
Total
|
2,178(2)
2,178
|
—
—
|
$9.91
—
|
2/23/27
—
|
15,435(4)
3,323(5)
1,306(6)
11,925(7)
30,303(8)
62,292
|
$334,940
$70,448
$27,491
$247,444
$581,212
$1,261,535
|
17,887(9)
30,303(10)
48,190
|
$371,155
$581,212
$952,367
|
|
Joseph
Adamo
Total
|
—
—
|
—
—
|
—
—
|
—
—
|
6,431(4)
2,557(5)
4,586(7)
8,418(8)
21,992
|
$139,553
$54,208
$95,160
$161,457
$450,378
|
6,879(9)
8,418(10)
15,297
|
$142,739
$161,457
$304,196
|
|
Jesper
Christensen
Total
|
—
—
|
—
—
|
—
—
|
—
—
|
12,270(3)
28,940(4)
6,135(5)
12,842(7)
30,303(8)
90,490
|
$299,879
$627,998
$130,062
$266,472
$581,212
$1,905,623
|
19,263(9)
30,303(10)
49,566
|
$399,707
$581,212
$980,919
|
| (1) |
The value of the unvested stock awards equals the number of unvested shares or RSUs multiplied by $18.43, the closing market price of Genco’s common stock on the NYSE on December
31, 2025, together with accrued but unpaid amounts of dividend equivalents on such awards.
|
| (2) |
Represents awards of options exercisable for shares of Genco’s common stock pursuant to Genco’s 2015 Equity Incentive Plan made on February 23, 2021.
|
| (3) |
Represents the unvested portions of awards of RSUs pursuant to Genco’s 2015 Equity Incentive Plan granted on February 23, 2022. The RSUs generally vest as to 21.43% of the total
number of RSUs on the first three anniversaries of February 23, 2022, 17.86% of such number on the fourth such anniversary, and 17.85% of such total number on the fifth such anniversary for Mr. Wobensmith’s award; ratably in one-fifth
increments on the first five anniversaries of February 23, 2022 for Mr. Christensen’s award.
|
| (4) |
Represents the unvested portions of awards of RSUs pursuant to Genco’s 2015 Equity Incentive Plan granted on December 23, 2022. The RSUs generally vest ratably in one-fifth
increments on each of the first five anniversaries of February 23, 2023 for Mr. Wobensmith’s, Mr. Allen’s, and Mr. Christensen’s awards and ratably in one-third increments on the first three anniversaries of February 23, 2023 for Mr.
Adamo’s awards.
|
| (5) |
Represents the unvested portions of awards of RSUs pursuant to Genco’s 2015 Equity Incentive Plan granted on April 14, 2023. The RSUs generally vest ratably in one third
increments on each of the first three anniversaries of February 23, 2023.
|
| (6) |
Represents the unvested portions of awards of RSUs pursuant to Genco’s 2015 Equity Incentive Plan granted on June 16, 2023 to Mr. Allen. The RSUs generally vest ratably in one
third increments on each of the first three anniversaries of February 23, 2023.
|
| (7) |
Represents awards of RSUs pursuant to Genco’s 2015 Equity Incentive Plan granted on February 21, 2024. The RSUs generally vest ratably in one-third increments on each of the
first three anniversaries of February 23, 2024.
|
| (8) |
Represents awards of RSUs pursuant to Genco’s 2015 Equity Incentive Plan granted on February 18, 2025, all of which were entirely unvested as of December 31, 2025. The RSUs
generally vest ratably in one-third increments on each of the first three anniversaries of February 18, 2025.
|
| (9) |
Represents awards of PRSUs pursuant to Genco’s 2015 Equity Incentive Plan granted on February 21, 2024, all of which were entirely unvested as of December 31, 2025. The target
number of PRSUs is shown. These awards ordinarily vest based on the achievement of certain performance metrics following completion of a measurement period beginning January 1, 2024 and ending on December 31, 2026 as described above under
“Compensation for Genco’s Named Executives for 2025.”
|
| (11) |
Represents awards of PRSUs pursuant to Genco’s 2015 Equity Incentive Plan granted on February 18, 2025, all of which were entirely unvested as of December 31, 2025. The target
number of PRSUs is shown. These awards ordinarily vest based on the achievement of certain performance metrics following completion of a measurement period beginning January 1, 2025 and ending on December 31, 2027 as described above under
“Compensation for Genco’s Named Executives for 2025.”
|
The following table provides information regarding options exercised and stock awards that vested during the year ended December 31, 2025:
|
2025 Option Exercises and Stock Vested
|
|||||||||||||||||
|
Name
(a)
|
Option Awards
|
Stock awards
|
|||||||||||||||
|
Number of
Shares
Acquired on Exercise (#)
(b)
|
Value Realized
on Exercise ($)
(1) (c)
|
Number of
Shares Acquired
on Vesting (#)
(d)
|
Value Realizedon
Vesting ($) (2)
(e)
|
||||||||||||||
|
John C. Wobensmith
|
185,230
|
$
|
1,954,993
|
101,263
|
$
|
1,880,132
|
|||||||||||
|
Peter Allen
|
—
|
—
|
31,700
|
$
|
586,699
|
||||||||||||
|
Joseph Adamo
|
—
|
—
|
21,006
|
$
|
386,197
|
||||||||||||
|
Jesper Christensen
|
46,243
|
$
|
470,278
|
45,545
|
$
|
844,830
|
| (1) |
The aggregate value realized upon the exercise of an option award represents the difference between the aggregate closing market price of the shares of our common stock on the
NYSE on the date of exercise and the aggregate exercise price of the exercised option award. In each case, the value realized is before payment of applicable taxes and brokerage commissions, if any.
|
| (2) |
The value of the unvested stock awards that vested during the year ended December 31, 2025 equals the number of shares vested multiplied by the closing market price of our common
stock on the NYSE on the vesting date of each grant together with the amount of dividend equivalents paid upon vesting. In each case, the value realized is before payment of applicable taxes and brokerage commissions, if any.
|
Potential Payments upon Termination or Change-in-Control
Genco has adopted the Employee Retention Plan (described more fully below), which provides for severance payments and other benefits on a “double
trigger” basis in the event of a qualifying termination of employment within a two-year period following a change in control. In such circumstances where it applies, the Employee Retention Plan supersedes the payments and other benefits payable
under existing employment agreements and equity award agreements to which our named executive officers are parties. At points in time prior to adoption of the Employee Retention Plan, Genco had entered into employment agreements with each of
Messrs. Wobensmith, Allen and Christensen (described more fully below) providing for, among other things, payments to each of them upon termination or change in control of the Company. For annual long-term incentive compensation purposes, Genco
has also entered into RSU grant agreements and PRSU grant agreements with each of each of Messrs. Wobensmith, Allen, Christensen and Adamo (described more fully below) providing for, among other things, vesting of the RSUs and PRSUs.
Employee Retention Plan
On February 13, 2026, the Board, on the unanimous recommendation of our independent Compensation Committee, approved the Employee Retention Plan that
aligns with market standards and compensation best practices for a broad group of employees across multiple organizational levels.
The Employee Retention Plan is intended to enhance the Company’s severance arrangements in order to support business stability, retain talent, and
ensure that such talent can remain focused on driving long‑term shareholder returns and further increasing the Company’s earnings power through drybulk shipping cycles. In particular, a main goal of the Employee Retention Plan is to promote
retention of the employees responsible for the day-to-day execution of our strategy. The Employee Retention Plan embodies customary provisions and was developed under the oversight of our independent Compensation Committee with the assistance of
independent compensation consultants and independent outside committee counsel.
The severance payments and other benefits provided under the Employee Retention Plan are subject to a “double trigger” requirement, meaning that they
would only become available upon a qualifying termination, which includes participant’s involuntary termination of employment without Cause or resignation for Good Reason within a two-year period following a Change in Control (each as defined in
the Employee Retention Plan), as further described below.
If the severance payments and benefits under the Employee Retention Plan would trigger an excise tax for an employee under Section 4999 of the
Internal Revenue Code of 1986, such employee’s severance payments and benefits will be either reduced to a level at which the excise tax is not triggered or paid in full (which would then be subject to the excise tax), whichever results in the
better net after-tax position for such employee.
The severance payments and benefits under the Employee Retention Plan can only be triggered by a qualifying termination within two years following a
Change in Control, which includes an acquisition of 50% or more of the Company’s voting power, a sale of substantially all of the Company’s assets, a merger in which the Company’s shareholders do not have at least 50% of the voting power of the
surviving company, and 50% or more of the members of the Board being replaced during any 12- month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of such appointment or election.
A qualifying termination would occur if the employee was terminated by the Company other than for Cause or the employee terminated employment with
the Company for Good Reason. Cause generally includes material financial malfeasance, conviction of certain kinds of crimes, willful gross neglect or misconduct in carrying out duties for the Company that cause the Company material economic harm
or failure to perform such duties at all. Good Reason includes material diminution in cash compensation opportunities, title, authority, duties or responsibilities (including, as to John C. Wobensmith, those as Chairman of the Board), material
changes in geographic location, material breach by the Company of its agreements with the applicable employee or failure of a successor to expressly assume and perform the Plan. Cause and Good Reason are also subject to customary notice and cure
rights.
The Employee Retention Plan is interpreted, administered and operated by our Compensation Committee, which shall have complete authority, in its sole
discretion subject to the express provisions of the Employee Retention Plan, to interpret its terms, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations necessary or advisable for the
administration of the Employee Retention Plan; provided that prior to a change in control, our Compensation Committee may appoint a person (or persons) independent of the third party effectuating the change in control to serve as the
administrator of the Employee Retention Plan, effective upon the occurrence of the change in control, and such appointed administrator will not be removed or modified following the change in control (other than at its own initiative).
With regard to our Messrs. Wobensmith, Allen, and Christensen, the Employee Retention Plan provides that upon occurrence of a “double trigger” event
described above as to such executive he will receive severance payments and benefits using formulas and in amounts substantially the same as would apply under his existing employment agreement and equity award agreements if our Company were to be
acquired presently. As for our Chief Accounting Officer, Joseph Adamo, the Employee Retention Plan provides that upon occurrence of a “double trigger” event described above, he will receive severance payments and benefits using substantially the
same formulas as are set forth in the existing employment agreements and equity award agreements of Messrs. Allen and Christensen if our Company were to be acquired presently. Under the Employee Retention Plan, Messrs. Wobensmith, Allen,
Christensen, and Adamo will be subject to certain restrictive covenants, including non-competition and non-solicitation, for a uniform duration of six months for Messrs. Wobensmith, Christensen, and Adamo and twelve months for Mr. Allen from
termination of their employment. These restrictive covenants supersede corresponding covenants under our named executive officers’ employment agreements with variable durations depending on the circumstances. With regard to our other employees,
such severance payments and benefits will consist of customary provisions including a payment tied to base salary as well as some or all of the following in amounts proposed by our management and approved by our Compensation Committee: a
multiple of the applicable target bonus opportunity, a bonus for the year in which the qualifying termination occurs, prorated for the length of the employee’s service during the year and reduced by the amount of any bonus already granted or paid
for such year; accelerated vesting of their outstanding equity awards (with PRSUs vesting at target), a lump sum payment for the employee’s medical insurance and similar benefits; and outplacement services.
Employment Agreements
Genco entered into an employment agreement on September 21, 2007 with John C. Wobensmith, Genco’s Chief Executive Officer and President, with an
initial two-year term and an automatic renewal for additional one year terms,
unless either party terminates his employment agreement on at least 90 days’ notice. Mr. Wobensmith’s salary under his employment agreement may be increased but not
decreased and was set at $650,000 per annum under the March 23, 2017 amendment. His employment agreement also provides for discretionary bonuses as determined by Genco’s Compensation Committee in its sole discretion; such bonuses are now governed
by the Annual Incentive Plan, as discussed above. Mr. Wobensmith will also be eligible to receive restricted stock and other equity grants from time to time pursuant to Genco’s 2015 Equity Incentive Plan or any successor employee stock incentive,
warrant or option plan. Genco pays for life insurance and long-term disability insurance for Mr. Wobensmith pursuant to his employment agreement at a cost of no more than $20,000 per annum.
Under his employment agreement, Mr. Wobensmith has agreed to protect Genco’s confidential information for three years after termination, and not to
solicit Genco’s employees for other employment for two years after termination. He has also agreed not to engage in certain defined competitive activities described in his employment agreement for two years after the termination of his employment
with Genco. Certain provisions regarding competitive activities will only apply for six months following a change of control or in the event of termination of Mr. Wobensmith by Genco without cause or by Mr. Wobensmith for good reason. For
purposes of his employment agreement, change of control is defined generally as the acquisition of beneficial ownership of more than 50% of the aggregate voting power of Genco by any person or group; the sale of all or substantially all of
Genco’s assets within a 12-month period; any merger or similar transaction in which holders of Genco’s voting stock immediately prior to such transaction do not hold at least 50% of the voting stock of the surviving entity; the acquisition of
beneficial ownership of more than 40% of the aggregate voting power of Genco by any person or group that is required to file a Schedule 13D; or replacement of a majority of the Board is a 12-month period without endorsement by a majority of the
pre-replacement Board.
Under his employment agreement, if Mr. Wobensmith is terminated without cause or
resigns for good reason, Genco will pay him a pro rata bonus for the year of termination equal to the amount by which his average short-term annual cash bonus over the three prior years exceeds the value of his cash bonus for the year of
termination (prorated for length of employment in the year of termination), plus a lump sum equal to double the average of his prior three years’ annual incentive awards, plus double his annualized base salary, and provide medical, dental,
long-term disability, and life insurance benefit plan coverage for him and his eligible dependents for a period of two years. Genco’s nonrenewal of Mr.
Wobensmith’s employment agreement by giving at least 90 days’ notice prior to the end of the then current term is treated as a termination without cause. If a termination without cause or resignation for good reason occurs within two years
after a change in control, (i) the amounts that are doubled above become tripled, (ii) the coverage period of two years becomes three years, and (iii) the average of his prior three years’ annual incentive awards will instead be the average
of his annual incentive awards for the three years immediately preceding the change in control. Mr. Wobensmith’s annual incentive award for a given year is his cash bonus earned for that year. Additionally, if a change in control occurs
within nine months after termination of Mr. Wobensmith’s employment for good reason or other than for cause, death, or disability, the total severance compensation and benefits he will be entitled to receive will be the same as provided in
the event of such a termination within two years after a change in control.
In the event of termination of Mr. Wobensmith’s employment due to his death or disability, Genco will pay him, or his estate, a pro rata bonus for
the year of termination as described above and one year’s salary and, in the case of disability, to provide medical, dental, long-term disability, and life insurance benefit plan coverage for him and his eligible dependents for a period of one
year.
Mr. Wobensmith’s severance payments under his employment agreement and his equity grant agreements are subject to an “equitable best net” provision
with respect to a change in control. In the event of a change of control, Mr. Wobensmith will receive the greater of (1) the amount he would receive if he were paid the full severance amount called for under his employment agreement reduced by
the amount of any excise tax under Section 4999 of the Code thereon (which Mr. Wobensmith would pay) and (2) the amount he would receive if his cash severance payments were reduced to the maximum amount that would not result in an excise tax.
On May 6, 2025, the Company entered into employment agreements with Peter Allen, Genco’s Chief Financial Officer, and Jesper Christensen, Genco’s
Chief Commercial Officer as noted above under “Compensation Discussion and Analysis – Employment Agreements.” Under their respective employment agreements, both executives have agreed to protect Genco’s confidential information indefinitely
after termination and not to solicit Genco’s employees for other employment for two years after termination. Each such executive has agreed not to engage in certain defined competitive activities described in his employment agreement. Each
executive’s non-competition period terminates twelve months after the period of employment if he is terminated without cause or resigns for good reason. The non-competition period does not apply if Genco relocates its office more than fifty miles
from its current location or from the executive’s current residence and the executive resigns within thirty days after notice of such relocation, in which case the executive does not receive severance payments. Otherwise, the non-competition
period terminates eighteen months after the employment period. For purposes of their employment agreements, change of control is defined generally as the acquisition of beneficial ownership of more than 50% of the aggregate voting power of Genco
by any person or group; the sale of all or substantially all of Genco’s assets within a 12-month period; any merger or similar transaction in which holders of Genco’s voting stock immediately prior to such transaction do not hold at least 50% of
the voting stock of the surviving entity; or replacement of a majority of the Board is a 12-month period without endorsement by a majority of the pre-replacement Board.
If either executive is terminated without cause or resigns for good reason, Genco will pay him a pro rata bonus for the year of termination (prorated
for length of employment in the year of termination), plus a lump sum equal to the bonus for the year of termination plus one year’s annualized base salary, plus any bonus awarded for the year prior to termination if not previously paid. If a
termination without cause or resignation for good reason occurs within two years after a change in control, the lump sum payment is doubled. In the event of termination of either executive’s employment due to his death or disability, Genco will
pay him, or his estate, the amount of the bonus awarded for the prior year to the extent not previously paid. Severance bonuses are payable at target unless an amount higher than target has been determined, in which the higher amount is payable.
If no target has been determined for year in which termination occurs, the prior year’s target would be used. Both executives’ severance payments under their employment agreements and their equity grant agreements are subject to an “equitable
best net” provision with respect to a change in control. Each executive may elect to continue his existing medical and dental benefits under the Company’s plans in accordance with COBRA, and is entitled to reimbursement for the out-of-pocket cost
of such continued coverage during his non-competition period unless such reimbursement would cause Genco to incur tax penalties. Further, the employment agreements amend Messrs. Allen’s and Christensen’s RSU and PRSU grant agreements such that if
Messrs. Allen or Christensen resigns for good reason, any unvested RSU and PRSU awards will receive the same treatment as if he were terminated without cause.
The table below sets forth the payments and other benefits that would be provided to each of Mr. Wobensmith, Mr. Allen, Mr. Adamo, and Mr.
Christensen upon termination of employment by Genco (i) under the “double trigger” terms of the Employee Retention Plan as described above, and (ii) without cause or by the named executive officer for good reason under the following sets of
circumstances as described more fully above: change of control, no change of control, and death or disability. In each set of circumstances, Genco has assumed a termination as of the end of the day on December 31, 2025 and that the Employee
Retention Plan had been in effect on such date for purposes of the calculations for the table below:
Employee
Retention Plan
(Double
Trigger)
|
Termination by Executive for Good Reason or
by Company without Cause
|
Death or Disability
|
||
|
Change of Control
|
No Change of
Control
|
|||
|
John C. Wobensmith:
|
||||||||||||||||
|
Cash Severance Payment
|
$
|
6,651,000
|
$
|
6,651,000
|
$
|
4,807,000
|
$
|
1,844,000
|
||||||||
|
Estimated Present Value of Continued Benefits Following Termination(1)
|
$
|
262,932
|
$
|
262,932
|
$
|
155,936
|
$
|
79,629
|
||||||||
|
Peter Allen:
|
||||||||||||||||
|
Cash Severance Payment
|
$
|
1,747,000
|
$
|
1,747,000
|
$
|
1,035,000
|
$
|
-(3
|
)
|
|||||||
|
Estimated Present Value of Continued Benefits Following Termination(2)
|
$
|
95,160
|
$
|
95,160
|
$
|
62,529
|
$
|
-
|
||||||||
|
Joseph Adamo:
|
||||||||||||||||
|
Cash Severance Payment
|
$
|
1,165,500
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
|
Estimated Present Value of Continued Benefits Following Termination
|
$
|
65,994
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
|
Jesper Christensen:
|
||||||||||||||||
|
Cash Severance Payment
|
$
|
2,035,833
|
$
|
2,035,833
|
$
|
1,192,167
|
$
|
-(3
|
)
|
|||||||
|
Estimated Present Value of Continued Benefits Following Termination(2)
|
$
|
34,839
|
$
|
34,839
|
$
|
22,901
|
$
|
-
|
||||||||
| (1) |
Mr. Wobensmith and his dependents are entitled to medical, dental and certain other insurance coverage substantially identical to the coverage in place prior to termination. This
benefit period is two years if Genco terminates Mr. Wobensmith’s employment without cause or if he terminates his employment at Genco with good reason, three years if such a termination occurs within two years following a change in
control, or twelve months in the event of his death or disability. The amounts presented for termination for good reason or without cause assume a discount rate of 10% per annum and annual cost increases of 5% for health insurance. The
amounts presented for death or disability assume circumstances, which would provide the maximum benefit (i.e., disability of the executive).
|
| (2) |
In the event of his death, or termination of his employment by the Company due to disability, the Company will pay to him (or his estate or legal representative, as the case may
be), accrued but unpaid base salary through the termination date, any business expenses required to be reimbursed and certain other payments, entitles and benefits plus a severance amount of any annual incentive award for the year prior
to the year in which the termination date occurs, to the extent not previously paid. In the case of disability, he may elect to continue his existing medical and dental benefits under the Company’s plans in accordance with and subject to
the law known as COBRA. Any COBRA continuation coverage will be at his own cost.
|
| (3) |
Assumes prior payment of bonus amount awarded for previous year of $463,000 for Mr. Allen and $515,000 for Mr. Christensen.
|
Accelerated Vesting of Equity Awards
RSUs. Under the terms of
Mr. Wobensmith’s RSU grant agreements with unvested RSUs remaining, the RSUs vest in full six months after the occurrence of a change of control (as defined under the 2015 Equity Incentive Plan), subject to the individual’s continued employment
on such date, unless the RSU award is not assumed, continued or substituted for by the acquirer, in which case the RSUs will vest in full immediately upon a change in control. In addition, if Mr. Wobensmith’s service is terminated by Genco
without cause (as defined in the 2015 Equity Incentive Plan) or he terminates his service for good reason (as defined in his employment agreement), then his RSU grants made in 2025 or later vest in full, and the next yearly tranche of his prior
RSU awards vest, subject to vesting in full if termination occurs when Genco is party to a definitive agreement that will result in a change of control or if termination occurs within 12 months after a combination in which either (a) Genco
issues more than thirty-five percent (35%) of its outstanding voting stock if it is the survivor or (b) Genco shareholders would collectively own less than sixty-five (65%)
of the outstanding voting stock of the combined company if Genco is not the survivor. Also, if Mr. Wobensmith’s individual’s service is terminated by Genco by reason of
his death or disability (as defined in the applicable RSU grant agreement), the RSUs become vested as to a pro rata percentage of the RSUs, calculated monthly, that would otherwise become vested at the next vesting date. For purposes of the RSUs,
“service” means a continuous time period during which the individual is at least one of the following: an employee or a director of, or a consultant to, Genco.
Under the terms of the RSU grant agreements of Messrs. Allen, Adamo and Christensen with unvested RSUs remaining, the RSUs vest in full if the
individual’s service is terminated by Genco without cause within twelve months after the occurrence of a change of control, unless the RSU award is not assumed, continued or substituted for by the acquirer, in which case the RSUs will vest in
full immediately upon a change in control. In addition, if the executive’s service is terminated by Genco without cause (as defined in the 2015 Equity Incentive Plan), then his RSU grants made in 2025 or later vest in full, and the next yearly
tranche of his prior RSU awards vest, subject to vesting in full if termination occurs when Genco is party to a definitive agreement that will result in a change of control or if termination occurs within 12 months after a combination in which
either (a) Genco issues more than thirty-five percent (35%) of its outstanding voting stock if it is the survivor or (b) Genco shareholders would collectively own less than sixty-five (65%) of the outstanding voting stock of the combined company
if Genco is not the survivor. Also, if the executive’s service is terminated by Genco by reason of his death or disability, the RSUs become vested as to a pro rata percentage of the RSUs, calculated monthly, that would otherwise become
exercisable at the next vesting date.
PRSUs. Under the terms of
Mr. Wobensmith’s PRSU grant agreements, the PRSUs vest in full at target six months after the occurrence of a change of control (as defined under the 2015 Equity Incentive Plan), subject to his continued employment on such date, unless the PRSU
award is not assumed, continued or substituted for by the acquirer, in which case the PRSUs will vest in full at target immediately upon a change in control. In addition, if Mr. Wobensmith’s service is terminated by reason of his death or
disability (as defined in the PRSU grant agreement) or, under his PRSU agreement entered into in 2023, his service is terminated by Genco without cause (as defined in the 2015 Equity Incentive Plan) or he terminates his service for good reason
(as defined in his Employment Agreement), the PRSUs become vested as to a pro rata percentage of the PRSUs, calculated monthly, based on the length of performance period served and performance vest and settle based on actual performance at the
conclusion of the performance period, subject to vesting in full if termination occurs when Genco is party to a definitive agreement that will result in a change of control or if termination occurs within 12 months after a combination in which
either (a) Genco issues more than thirty-five percent (35%) of its outstanding voting stock if it is the survivor or (b) Genco shareholders would collectively own less than sixty-five (65%) of the outstanding voting stock of the combined
company if Genco is not the survivor. Under his PRSU agreements entered into after 2023, if Mr. Wobensmith’s service is terminated by Genco without cause or he terminates his service for good reason, the PRSUs vest in full at target. For
purposes of the PRSUs, “service” means a continuous time period during which the individual is at least one of the following: an employee or a director of, or a consultant to, Genco.
Under the terms of the PRSU grant agreements of Messrs. Allen, Adamo and Christensen, the PRSUs vest in full at target if the individual’s service is
terminated by Genco without cause within twelve months after the occurrence of a change of control, unless the PRSU award is not assumed, continued or substituted for by the acquirer, in which case the PRSUs will vest in full at target
immediately upon a change in control. In addition, if the executive’s service is terminated by reason of his death or disability (as defined in the PRSU grant agreement) or, under his PRSU agreement entered into in 2023, by Genco without cause
(as defined in the 2015 Equity Incentive Plan), the PRSUs become vested as to a pro rata percentage of the PRSUs, calculated monthly, based on the length of performance period served and performance vest and settle based on actual performance at
the conclusion of the performance period. Under the PRSU agreements entered into after 2023, if the executive’s service is terminated by Genco without cause, the PRSUs vest in full at target.
Options. All unexercised
options awarded to Mr. Wobensmith are currently vested and exercisable. Genco’s current compensation framework does not include options, although Genco may award options in the future.
The table below sets forth the vesting of RSUs and PRSUs under the following sets of circumstances: under the “double trigger” terms of the Employee
Retention Plan as described above, change of control, termination without cause, and death or disability. In each set of circumstances, Genco has assumed a triggering event as of the end of the day on December 31, 2025 and used the closing market
price of Genco’s common stock on December 31, 2025 of $18.43 per share and the target amount of PRSUs for purposes of the calculations for the table below.
|
Value of Equity Awards Subject to Accelerated Vesting ($)
|
|||||||||||||||||||||||||||||||||
|
Name
|
RSUs | PRSUs | |||||||||||||||||||||||||||||||
|
Employee Retention Plan
(Double Trigger)
|
Change of Control
|
Termination
without
Cause
|
Death or
Disability
|
Employee
Retention
Plan
(Double
Trigger)
|
Change of Control
|
Termination
without
Cause |
Death or
Disability
|
||||||||||||||||||||||||||
|
John C. Wobensmith
|
$
|
3,377,095
|
$
|
3,377,095
|
$
|
2,311,988
|
$
|
1,205,414
|
$
|
2,429,148
|
$
|
2,429,148
|
$
|
2,429,148
|
$
|
1,147,820
|
|||||||||||||||||
|
Peter Allen
|
$
|
1,148,042
|
$
|
1,148,042
|
$
|
958,397
|
$
|
396,813
|
$
|
888,142
|
$
|
888,142
|
$
|
888,142
|
$
|
405,933
|
|||||||||||||||||
|
Joseph Adamo
|
$
|
405,313
|
$
|
405,313
|
$
|
405,313
|
$
|
216,353
|
$
|
281,924
|
$
|
281,924
|
$
|
281,924
|
$
|
136,235
|
|||||||||||||||||
|
Jesper Christensen
|
$
|
1,667,731
|
$
|
1,667,731
|
$
|
1,199,093
|
$
|
590,359
|
$
|
913,501
|
$
|
913,501
|
$
|
913,501
|
$
|
422,839
|
|||||||||||||||||
Chief Executive Officer Pay Ratio
For 2025, the total compensation of our Chief Executive Officer of $3,965,933, as presented in the 2025 Summary Compensation Table, was approximately
24.55 times the total compensation of the Company’s median employee of $161,538 applying a cost-of-living adjustment (the Company’s reported pay ratio) or approximately 80.21 times the total compensation of the Company’s median employee of
$49,442 without such adjustment, in each case calculated as further described below.
Because a significant portion of our workforce is located outside the United States, including in India through our GS Shipmanagement Pte. Ltd
technical management joint venture, we elected to apply a cost-of-living adjustment for purposes of identifying our median employee. The median employee (both with or without a cost-of-living adjustment) was identified from the same employee
population by reviewing the total cash compensation consisting of salary, bonus, where applicable, employer retirement contributions (including 401(k) match for U.S. employees), for all employees, excluding the Company’s Chief Executive Officer,
employed by the Company or its consolidated subsidiaries on December 31, 2025. We believe such use of total cash compensation is a consistently applied compensation measure because we do not widely distribute equity awards to employees. All
employees of the Company and its consolidated subsidiaries were included. Adjustments were made to annualize the compensation of employees who were not employed by us for the entire year. We applied the World Bank Price Level Ratio of PPP
Conversion Factor (GDP) to market exchange rate to adjust the employees’ base salary and the median employee’s total annual compensation to the cost-of-living in the U.S., where our Chief Executive Officer resides. We then identified the median
employee, who was located in New York. We applied this same process without the cost-of-living adjustment as well, which identified a median employee located in India. Foreign currencies were converted into U.S. dollars using exchange rates as of
December 31, 2025. The 2025 annual total compensation was calculated for each median employee using the same methodology used for the Company’s Chief Executive Officer as presented in the 2025 Summary Compensation Table. Given the different
methodologies that various public companies use to determine their chief
executive officer pay ratios, the pay ratio reported above should not be used as a basis for comparison between companies.
Pay Versus Performance
In accordance with SEC rules, we prepared the analysis set forth below of the relationship between the compensation actually paid to our CEO and other named executive
officers and certain financial performance measures over the last five fiscal years.
Pay Versus Performance Disclosure Table
|
|
Value of Initial Fixed $100 Investment Based on:
|
|||||||||||||||||||||||||||||||
|
Year
|
Summary Compen- sation Table
Total for
CEO ($) (1)
|
Compensation Actually Paid to CEO ($) (2)
|
Average Summary Compen- sation Table Total for
Non-CEO
NEOs (3)
|
Average Compen- sation Actually
Paid to
Non-CEO
NEOs ($)
(4)
|
Total Shareholder Return ($)
|
Peer Group Total Shareholder Return ($)
(5)
|
Net
Income (millions)
($)
|
Adjusted
EBITDA
(millions)($)(6)
|
||||||||||||||||||||||||
|
2025
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
|
2024
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
|
2023
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
|
2022
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
|
2021
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
| (1) |
The dollar amounts reported in this column are the amounts of total compensation reported for
|
| (2) |
The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” to Mr. Wobensmith as computed in accordance with Item 402(v) of Regulation S-K.
The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Wobensmith during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the dollar amounts in this column
were calculated as follows:
|
|
Adjustments to Determine
Compensation Actually Paid for
CEO
|
2025 |
2024 |
2023
|
2022 | 2021 | |||||||||||||||
|
SCT Total for CEO
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT
|
$
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
|
Deduction for Amounts Reported under the “Option Awards” Column in the SCT
|
|
|
|
|
(
|
)
|
||||||||||||||
|
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year End
|
$
|
|
$
|
|
|
|
|
|||||||||||||
|
Increase/deduction for Change in Fair Value from prior Year End to current Year End of Awards Granted Prior to year that were Outstanding and Unvested as of Year end
|
$
|
|
(
|
)
|
|
(
|
)
|
|
||||||||||||
|
Increase/deduction for Change in Fair Value from Prior Year End to Vesting Date of Awards Granted Prior to year that Vested during year
|
$
|
|
|
|
|
|
||||||||||||||
|
Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation
|
$
|
|
|
|
|
|
||||||||||||||
|
Compensation Actually Paid to CEO
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
| (3) |
The dollar amounts reported in this column represent the average of the amounts reported for our named executive officers as a group (excluding Mr. Wobensmith) in the “Total”
column of the SCT in each applicable year. Our named executive officers other than Mr. Wobensmith consist of Messrs. Allen, Adamo and Christensen for 2025 and 2024; Messrs. Allen, Adamo, Christensen, Zafolias, and Hughes for 2023; and
Messrs. Adamo, Zafolias, and Hughes for 2022 and 2021.
|
| (4) |
The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Wobensmith), as
computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Wobensmith) during the
applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the dollar amounts in this column were calculated as follows, using the same methodology described above in Note 2:
|
|
Adjustments to Determine Compensation Actually Paid for Non-CEO NEOs
|
2025
|
2024
|
2023
|
2022
|
2021
|
|||||||||||||||
|
Average SCT Total for Non-CEO NEOs
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT
|
$
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
|
Deduction for Amounts Reported under the “Option Awards” Column in the SCT
|
|
|
|
|
(
|
)
|
||||||||||||||
|
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year End
|
$
|
|
|
|
|
|
||||||||||||||
|
Increase/deduction for Change in Fair Value from prior Year End to current Year End of Awards Granted Prior to year that were Outstanding and Unvested as of Year End
|
$
|
|
(
|
)
|
|
(
|
)
|
|
||||||||||||
|
Increase/deduction for Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to year that Vested during year
|
$
|
|
|
|
|
|
||||||||||||||
|
Deduction for Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year
|
|
|
(
|
)
|
|
|
||||||||||||||
|
Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation
|
$
|
|
|
|
|
|
||||||||||||||
|
Average Compensation Actually Paid to Non-CEO NEOs
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
| (5) |
The peer group used for this purpose is the same as the peer group we use in our annual report to comply with Item 201(e) of Regulation S-K and consists of Star Bulk Carriers
Corp., Diana Shipping Inc., Safe Bulkers, Inc., Pacific Basin Shipping Limited, Pangaea Logistics Solutions Ltd., Seanergy Maritime Holdings Corp. and Thorensen Thai Agencies Plc. Eagle Bulk Shipping was removed from this peer group as it
ceased to be a publicly traded company in April 2024, and Belships ASA and Golden Ocean Group Limited were removed from this peer group because they were acquired by other companies and ceased to be publicly traded companies in 2025.
|
| (6) |
We have determined that
|
Most Important Performance Measures
The following is a list of five financial performance measures that, in our assessment, represent the most important performance measures we used to link compensation
for our named executives in 2025 to Company performance:
For a further description of these performance measures, please see Appendix A.
The following chart provides a graphical representation of the Compensation Actually Paid to our CEO and
the Average Compensation Actually Paid to our Non-CEO NEOs versus the five-year cumulative TSR of the Company and our peer group referenced above in note 5:
The following chart provides a graphical representation of the Compensation Actually Paid to our CEO and
Average Compensation Actually Paid to our Non-CEO NEOs versus the Company’s Net Income and the Company’s selected measure, Adjusted EBITDA:
2025 Director Compensation
The following table summarizes compensation earned by directors other than Mr. Wobensmith for the year ended December 31, 2025:
|
Name of Director
(a)
|
Fees Earned
or Paid in
Cash ($) (1)
(b)
|
Stock
Awards ($)
(2)
(c)
|
Total ($)
(h)
|
||||||||||
|
Paramita Das
|
$
|
90,000
|
$
|
124,992
|
$
|
214,992
|
|||||||
|
James G. Dolphin
|
$
|
125,000
|
$
|
199,987
|
$
|
324,987
|
|||||||
|
Kathleen C. Haines
|
$
|
127,500
|
$
|
176,688
|
$
|
304,188
|
|||||||
|
Basil G. Mavroleon
|
$
|
98,495
|
$
|
124,992
|
$
|
223,487
|
|||||||
|
Karin Y. Orsel
|
$
|
97,500
|
$
|
124,992
|
$
|
222,492
|
|||||||
|
Arthur L. Regan
|
$
|
93,992
|
$
|
124,992
|
$
|
218,984
|
|||||||
(1) The amount indicated represents the total fees for
service on the Board or its committees as described below.
(2) The amounts in column (c) reflect the aggregate grant
date fair value of RSU awards computed in accordance with FASB ASC Topic 718, based on the stock price as of the date of grant. The actual amount realized by the director will likely vary based on a number of factors, including stock price
fluctuations and applicable vesting. Given our determination that dividend equivalents for such RSUs are factored into the RSUs’ grant date fair value computed in accordance with FASB ASC Topic 718, dividend equivalents received by the
directors for such RSUs are not separately reported. As of December 31, 2025, the aggregate number of RSUs outstanding for each individual who served as a non-employee director during 2025 was
for Ms. Das, 15,547.50; for Mr. Dolphin, 0; for Ms. Haines, 97,948.79; for Mr. Mavroleon, 123,110.98; for Ms. Orsel, 8,222.49; and Mr. Regan, 54,888.49.
Mr. Wobensmith does not receive additional compensation for his service on the Board, and his 2025 compensation for Mr. Wobensmith is shown above in
the “2025 Summary Compensation Table.
For fiscal year 2025, each director of Genco other than Mr. Dolphin received an annual fee of $75,000, a fee of $25,000 for lead independent
director, a fee of $20,000 for an Audit Committee Chair assignment, $10,000 for an Audit Committee member assignment, $15,000 for a Chair assignment for the Compensation Committee, the Nominating and Corporate Governance Committee, or the ESG
Committee, and $7,500 for a member assignment to the Compensation Committee, the Nominating and Corporate Governance Committee, or the ESG Committee, each of which was prorated for length of service. Mr. Dolphin received quarterly cash fees at
the rate of $125,000 per annum for his service as Chairman of the Board through the end of 2025.
For fiscal year 2025, on May 20, 2025, Mses. Haines, Orsel, and Das and Messrs. Mavroleon and Regan were each granted RSUs with respect to 8,960
shares of Genco’s common stock, representing a grant having a dollar value of $125,000 based on the closing price at which Genco’s stock was quoted on the NYSE, with fractional shares rounded down. On the same date, Mr. Dolphin was granted RSUs
with respect to 14,336 shares of Genco’s common stock, representing a grant having a dollar value of $200,000 based on the closing price of Genco’s common stock on such date, with fractional shares rounded down. Shares of Genco’s common stock
are only issued in respect of vested RSUs when the director’s service with the Company as a director terminates. In connection with his resignation, Mr. Dolphin’s 2025 RSU grant was vested and settled in shares of Genco’s common stock along with
his previously vested RSUs.
Genco reimburses its directors for all reasonable expenses incurred by them in connection with serving on the Board or its committees.
Appendix A
Adjusted EBITDA Net revenue less vessel operating expenses, cash
G&A expenses, and technical management fees. Extraordinary G&A costs will be brought to Compensation Committee for potential exclusion. Calculations are based on the Corporation’s fleet size, with adjustments to be made based on the
actual number of ships owned during the measurement period.
TCE vs. Benchmark measures actual TCE compared to the relevant
benchmark (Platts Scrubber and non-Scrubber Fitted Capesize Index for Capesize vessels and the BSI 58 index of the Baltic Dry Index as published by the Baltic Exchange for our minor bulk vessels) net of commissions and adjusted for our fleet
composition and vessel characteristics. We define TCE rates as our voyage revenues less voyage expenses, charter-hire expenses and realized gains or losses on fuel hedges, divided by the number of the available days of our owned fleet during
the period.
Cost vs Budget is measured against the budget at the beginning of
each year adjusted for the number of owned vessels and timing of drydockings.
Relative TSR% used a peer group consisting of Star Bulk Carriers
Corp., Diana Shipping Inc., Golden Ocean Group Limited, Safe Bulkers, Inc., Pacific Basin Shipping Limited, Pangaea Logistics Solutions Ltd., Belships ASA, Seanergy Maritime Holdings Corp., Taylor Maritime Investments Limited, 2020 Bulkers
Ltd. and Thoresen Thai Agencies Plc.
Return on Invested Capital is Net
Operating Profit After Taxes (NOPAT) / (debt + equity - cash) based on internally adjusted metrics.
Reconciliation of Adjusted EBITDA to Net Income 2021-2025
|
2025
|
2024
|
2023
|
2022
|
2021
|
||||||||||||||||||
|
EBITDA Reconciliation ($ in 000s)
|
||||||||||||||||||||||
|
Net (loss) income attributable to Genco Shipping & Trading Limited
|
$
|
(4,366
|
)
|
$
|
76,401
|
$
|
(12,870
|
)
|
$
|
158,576
|
$
|
182,007
|
||||||||||
|
+
|
Net interest expense
|
10,776
|
10,319
|
6,113
|
8,052
|
15,203
|
||||||||||||||||
|
+
|
Depreciation and amortization
|
76,230
|
68,666
|
66,465
|
60,190
|
56,231
|
||||||||||||||||
|
EBITDA
|
$
|
82,640
|
$
|
155,386
|
$
|
59,708
|
$
|
226,818
|
$
|
253,441
|
||||||||||||
|
+
|
Impairment of vessel assets
|
651
|
6,595
|
41,719
|
-
|
-
|
||||||||||||||||
|
+
|
(Gain) loss on sale of vessels
|
-
|
(16,468
|
)
|
-
|
-
|
(4,924
|
)
|
||||||||||||||
|
+
|
Loss on debt extinguishment
|
678
|
-
|
-
|
-
|
4,408
|
||||||||||||||||
|
+
|
Other operating expense
|
1,930
|
5,728
|
-
|
-
|
-
|
||||||||||||||||
|
+
|
Unrealized loss (gain) on fuel hedges
|
(6
|
)
|
8
|
96
|
(4
|
)
|
(34
|
)
|
|||||||||||||
|
+
|
Adjusted EBITDA
|
$
|
85,893
|
$
|
151,249
|
$
|
101,523
|
$
|
226,814
|
$
|
252,891
|
|||||||||||
Adjusted EBITDA for STI compensation purposes adds non-cash restricted stock amortization expense of $7m to the above 2025 Adjusted EBITDA figure and adjusts the
actual number of vessels owned during 2025 for the number of vessels owned when the STI targets were set.
Reconciliation of Adjusted EBITDA to Net Income for Q4 2025
|
Q4 2025
|
|||||||
|
EBITDA Reconciliation ($ in 000s)
|
|||||||
|
Net income attributable to Genco Shipping & Trading Limited
|
$
|
15,411
|
|||||
|
+
|
Net interest expense
|
3,519
|
|||||
|
+
|
Depreciation and amortization
|
21,134
|
|||||
|
EBITDA
|
$
|
40,064
|
|||||
|
+
|
Impairment of vessel assets
|
-
|
|||||
|
+
|
(Gain) loss on sale of vessels
|
-
|
|||||
|
+
|
Loss on debt extinguishment
|
-
|
|||||
|
+
|
Other operating expense
|
1,930
|
|||||
|
+
|
Unrealized loss (gain) on fuel hedges
|
(9
|
)
|
||||
|
+
|
Adjusted EBITDA
|
$
|
41,985
|
||||
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
The following table sets forth certain information regarding the beneficial ownership of Genco’s voting common stock as of April 28, 2026 of:
| • |
each person, group or entity known to Genco to beneficially own more than 5% of Genco’s stock;
|
| • |
each of Genco’s directors and nominees for director;
|
| • |
Genco’s Chairman and Chief Executive Officer, John C. Wobensmith; its Chief Financial Officer, Peter Allen, its Chief Commercial Officer, Jesper Christensen, and its Chief
Accounting Officer, Joseph Adamo; and
|
| • |
all of Genco’s directors and executive officers as a group.
|
As of April 28, 2026, a total of 43,577,051 shares
of common stock were outstanding and entitled to vote at the Special Meeting. Each share of Genco common stock is entitled to one vote on matters on which Genco common shareholders are eligible to vote. The amounts and percentages of Genco common
stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person
has or shares “voting power,” which includes the power to vote or to direct the voting of that security, or “investment power,” which includes the power to dispose of or to direct the disposition of that security. A person is also deemed to be a
beneficial owner of any securities as to which that person has a right to acquire beneficial ownership presently or within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities, and a person may
be deemed to be the beneficial owner of securities as to which that person has no economic interest.
Any information reported below from sources pre-dating the 1-for-10 reverse stock split effected by the Company on July 7, 2016 has been adjusted to
reflect such reverse stock split.
Beneficial Ownership of Directors and Executive Officers
Ownership of Common Stock
|
Shares of Common Stock Beneficially
Owned
|
|||||
|
Name and Address of Beneficial Owner (1)
|
Number
|
Percentage
|
|||
|
John C. Wobensmith
|
633,901 (2)(6)
|
1.5%
|
|||
|
Peter Allen
|
66,702 (3)(6)
|
*
|
|||
|
Joseph Adamo
|
38,519 (4)(6)
|
*
|
|||
|
Jesper Christensen
|
98,299 (5)(6)
|
*
|
|||
|
Paramita Das
|
- (6)(7)
|
-
|
|||
|
Kathleen C. Haines
|
- (6)(8)
|
-
|
|||
|
Basil G. Mavroleon
|
739 (6)(9)
|
*
|
|||
|
Karin Y. Orsel
|
- (6)(10)
|
-
|
|||
|
Arthur L. Regan
|
104,414 (6)(11)
|
*
|
|||
|
BlackRock, Inc.
|
2,848,462 (12)
|
6.5%
|
|||
|
Kibo Investments Pte. Ltd.
|
4,156,171 (13)
|
9.5%
|
|||
|
Dimensional Fund Advisors LP
|
2,714,503 (14)
|
6.2%
|
|||
|
Diana Shipping Inc.
|
6,413,151 (15)
|
14.7%
|
|||
|
All current directors and executive officers as a group (9 persons)
|
942,574
|
2.2%
|
|||
| (1) |
Unless otherwise indicated, the business address of each beneficial owner identified is c/o Genco Shipping & Trading Limited, 299 Park Avenue, 12th Floor, New York, NY 10171.
|
| (2) |
Includes 69,284 shares of common stock underlying options that were granted on February 23, 2021. Does not include 146,524 RSUs and 194,459 PRSUs that generally vest more than 60
days after April 28, 2026. Mr. Wobensmith has pledged 365,246 shares of our common stock as security for personal loans. This pledge predates the adoption of the
Company’s policy restricting hedging and pledging of Company securities as described above in “Executive Compensation Anti-Hedging and Anti-Pledging Policy” and was previously disclosed to our Board in accordance with the policy’s terms.
Accordingly, the pledge is consistent with the terms of such policy and limited to the number of shares pledged.
|
| (3) |
Does not include 61,318 RSUs and 73,053 PRSUs that generally vest more than 60 days after April 28, 2026.
|
| (4) |
Does not include 14,120 RSUs and 21,512 PRSUs that generally vest more than 60 days after April 28, 2026.
|
| (5) |
Does not include 76,915 RSUs and 74,429 PRSUs that generally vest more than 60 days after April 28, 2026.
|
| (6) |
Each restricted stock unit represents the right to receive one share of our common stock, or in the sole discretion of our Compensation Committee, the value of a share of common
stock on the date that the restricted stock unit vests.
|
| (7) |
Does not include 6,475 shares of common stock that may be issuable in settlement of restricted stock units granted on May 30, 2024, or 8,960 shares of common stock that may be
issuable in settlement of restricted stock units granted on May 20, 2025 and additional restricted stock units subsequently granted in lieu of cash dividends that generally vest on the earlier of (i) the date of our 2026 Annual Meeting of
Shareholders and (ii) the date that is fourteen months after the date of the grant.
|
| (8) |
Does not include 79,620 shares of common stock that may be issuable in settlement of vested restricted stock units, including additional restricted stock units granted in lieu of
cash dividends, or 8,960 shares of common stock that may be issuable in settlement of restricted stock units granted on May 20, 2025 and additional restricted stock units subsequently granted in lieu of cash dividends that generally vest
on the earlier of (i) the date of our 2026 Annual Meeting of Shareholders and (ii) the date that is fourteen months after the date of the grant.
|
| (9) |
Does not include 116,448 shares of common stock that may be issuable in settlement of vested restricted stock units, including additional restricted stock units granted in lieu
of cash dividends, or 8,960 shares of common stock that may be issuable in settlement of restricted stock units granted on May 20, 2025 and additional restricted stock units subsequently granted in lieu of cash dividends that generally
vest on the earlier of (i) the date of our 2026 Annual Meeting of Shareholders and (ii) the date that is fourteen months after the date of the grant.
|
| (10) |
Does not include 29,659 shares of common stock that may be issuable in settlement of vested restricted stock units, including additional restricted stock units granted in lieu of
cash dividends, or 8,960 shares of common stock that may be issuable in settlement of restricted stock units granted on May 20, 2025 and additional restricted stock units subsequently granted in lieu of cash dividends that generally vest
on the earlier of (i) the date of our 2026 Annual Meeting of Shareholders and (ii) the date that is fourteen months after the date of the grant.
|
| (11) |
Does not include 46,325 shares of common stock that may be issuable in settlement of vested restricted stock units, including additional restricted stock units granted in lieu of
cash dividends, or 8,960 shares of common stock that may be issuable in settlement of restricted stock units granted on May 20, 2025 and additional restricted stock units subsequently granted in lieu of cash dividends that generally vest
on the earlier of (i) the date of our 2026 Annual Meeting of Shareholders and (ii) the date that is fourteen months after the date of the grant.
|
| (12) |
The address of the reporting person is 50 Hudson Yards, New York, NY 10001. The reported information is based upon the Schedule 13G amendment filed by BlackRock, Inc. with the
SEC on October 17, 2025.
|
| (13) |
The address of the reporting person is 2 Marina Boulevard, #24-03, MBFC Tower 3, Singapore 018982. The reported information is based upon the Schedule 13G amendment filed by Kibo
Investments Pte. Ltd with the SEC on July 2, 2025.
|
| (14) |
The address of the reporting person is 6300 Bee Cave Road, Building One, Austin, TX 78746. The reported information is based upon the Schedule 13G amendment filed by Dimensional
Fund Advisors LP with the SEC on February 9, 2024.
|
| (15) |
The address of the reporting person is Pendelis 16, 175 64 Palaio Faliro, Athens, Greece. The reported information is based on the Schedule 13D amendment filed by Diana Shipping
Inc. with the SEC on January 16, 2026.
|
Equity Compensation Plan Information
The following table provides information as of December 31, 2025 regarding the 2015 Equity Incentive Plan:
|
Plan category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
|
Weighted-average exercise
price of outstanding
options, warrants and
rights
(b)
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
|
|||||||||
|
|
||||||||||||
|
Equity compensation plans approved by security holders
|
71,462
|
$
|
9.91
|
779,885
|
||||||||
|
|
||||||||||||
|
Total
|
71,462
|
$
|
9.91
|
779,885
|
||||||||
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Review and Approval of Transactions with Related Persons
In April 2007, Genco’s Board adopted a policy and procedures for review, approval and monitoring of transactions involving Genco and “related
persons” (generally, directors and executive officers, director nominees, shareholders owning five percent or greater of any class of Genco’s voting securities, immediate family members of the foregoing). The policy covers any related person
transaction that meets the minimum threshold for disclosure in the proxy statement under the relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest)
and will be applied to any such transactions proposed after its adoption.
Related person transactions must be approved by the Board or by a committee of the Board consisting solely of independent directors, who will approve
the transaction only if they determine that it is in the best interests of Genco. In considering the transaction, the Board or committee will consider all relevant factors, including as applicable (i) the related person’s interest in the
transaction; (ii) the approximate dollar value of the amount involved in the transaction; (iii) the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;
(iv) Genco’s business rationale for entering into the transaction; (v) the alternatives to entering into a related person transaction; (vi) whether the transaction is on terms no less favorable to Genco than terms that could have been reached
with an unrelated third party; (vii) the potential for the transaction to lead to an actual or apparent conflict of interest and any safeguards imposed to prevent such actual or apparent conflicts; (viii) the overall fairness of the transaction
to Genco; and (ix) any other information regarding the transaction or the related person in the context of the merger that would be material to investors in light of the circumstances of the particular transaction. If a director is involved in
the transaction, he or she will not cast a vote regarding the transaction.
During calendar years 2025 and 2026 through the date of this Amendment No. 1 on Form 10-K/A, Genco has no related person transactions.
| ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Fees to Independent Auditors for Fiscal 2025 and 2024
The following table presents fees for professional services rendered by Deloitte & Touche LLP for the audit of the Company’s annual financial
statements for fiscal 2025 and fiscal 2024 and fees billed for audit-related services, tax services and all other services rendered by Deloitte & Touche LLP for fiscal 2025 and fiscal 2024.
|
Type of Fees
|
2025
|
2024
|
||||||
|
($ in thousands)
|
($ in thousands)
|
|||||||
|
Audit Fees
|
$
|
900
|
$
|
936
|
||||
|
Audit-Related Fees
|
$
|
0
|
$
|
0
|
||||
|
Tax Fees
|
$
|
41
|
$
|
51
|
||||
|
All Other Fees
|
$
|
0
|
$
|
0
|
||||
|
Total
|
$
|
941
|
$
|
987
|
||||
In the above table, in accordance with the SEC’s definitions and rules, “audit fees” are fees that the Company paid to the auditor for the audit of
the Company’s annual financial statements included in its Form 10-K and review of financial statements included in its Form 10-Qs and for services that are normally provided by the auditor in connection with statutory and regulatory filings or
engagements. “Audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and include services associated with primary and secondary
offerings of our common stock in the past two fiscal years and other matters related to our periodic public filings; “tax fees” are fees for tax compliance, tax advice and tax planning; and “all other fees” are fees for any services not included
in the first three categories.
Pre-Approval Policy for Services Performed by Independent Auditor
The Audit Committee has responsibility for the appointment, compensation and oversight of the work of the independent auditor. As part of this
responsibility, the Audit Committee must pre-approve all permissible services to be performed by the independent auditor.
The Audit Committee has adopted an auditor pre-approval policy, which sets forth the procedures and conditions pursuant to which pre-approval may be
given for services performed by the independent auditor. Under the policy, the Committee must give prior approval for any amount or type of service within four categories: audit, audit-related, tax services or, to the extent permitted by law,
other services that the independent auditor provides. Prior to the annual engagement, the Audit Committee may grant general pre-approval for independent auditor services within these four categories at maximum pre-approved fee levels. During the
year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval and, in those instances, such service will require separate pre-approval by the
Audit Committee if it is to be provided by the independent auditor. For any pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence, whether the auditor is best positioned
to provide the most cost effective and efficient service and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality. The Audit Committee has delegated to its Chairman authority to approve a
request for pre-approval provided that the same is submitted to the Audit Committee for ratification at its next scheduled meeting.
| ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
| (a) |
The following documents are filed as a part of this report:
|
|
1.
|
Exhibits:
|
|
The Exhibit Index attached to this report is incorporated into this Item 15 by reference.
|
|
Exhibit
|
|
Document
|
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.(*)
|
|
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.(*)
|
|
|
|
|
|
|
101.INS
|
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL
document)
|
|
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
| (*) |
Filed herewith.
|
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on April 30, 2026.
|
GENCO SHIPPING & TRADING LIMITED
|
|||
|
By:
|
/s/ John C. Wobensmith
|
||
|
Name:
|
John C. Wobensmith
|
||
|
Title:
|
Chairman and Chief Executive Officer (Principal Executive Officer)
|
||
48